/raid1/www/Hosts/bankrupt/TCR_Public/171127.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 27, 2017, Vol. 21, No. 330
Headlines
1657 LLC: Can Pay Varistone Using Bellevue Property Sale Proceeds
3920 PARK AVENUE: DOJ Watchdog Renews Plea for Ch. 11 Trustee
419 SW 2ND AVENUE: U.S. Trustee Unable to Appoint Committee
4356 92ND AVE: U.S. Trustee Unable to Appoint Committee
ADVANCED SOLIDS: Sale of Equipment to Tanner Services for $84K OK'd
AEMETIS INC: Receives Noncompliance Notice fro Nasdaq
AJUBEO LLC: Can Retain Alliance Management as CRO
ALDRIDGE NURSERY: Court OKs Disclosures, Confirms Plan
ALTICE USA: S&P Affirms 'B+' CCR & Alters Outlook to Negative
AMERICAN POWER: Charles McDermott Quits as Director
AMERICAN POWER: Extends Maturity of $500K Loan & and $3M Notes
AMERICAN UNDERWRITERS: A.M. Best Puts B(fair) FSR Under Review
APPALACHIAN COAL: U.S. Trustee Unable to Appoint Committee
ARMSTRONG ENERGY: To Fund Plan with HoldCo Equity, Remaining Assets
AVALON CARE: Files Chapter 11 Plan of Liquidation
AYTU BIOSCIENCE: Plans to Raise $100 Million with Securities Sale
B. LANE INC: Liquidation Sales Begin at Remaining Locations
BBQ BOSS: Taps Harry Long as Legal Counsel
BDF ACQUISITION: S&P Alters Outlook to Neg. on Weak Credit Metrics
BEST LIFE: A.M. Best Hikes Fin. Strength Rating From B(fair)
BIG TIME HOLDINGS: DOJ Watchdog Appoints R.J. Musso as Trustee
BILL BARRETT: Will Sell Uinta Basin Assets for $110 Million
BIOSTAR PHARMACEUTICALS: Incurs $1.3M Net Loss in Second Quarter
BLACKFOOT CONSTRUCTION: May Use Up to $160K of Cash Collateral
BON-TON STORES: S&P Lowers CCR to 'CCC' on Constrained Liquidity
BRIDAN 770: U.S. Trustee Unable to Appoint Committee
CALMARE THERAPEUTICS: Delays Third Quarter Form 10-Q
CAMBER ENERGY: Sells Permian Acreage to Fortuna for $2.2M
CAMBER ENERGY: Will Hold Its Annual Meeting on January 3
CAMPERWORLD INC: Gets Court's Nod to Borrow $40K From Souvall
CAROUSEL OF LANGUAGES: Tax Claims Be Paid Every Quarter in 5 Yrs.
CC CARE LLC: Court Issues 2nd Interim Cash Collateral Use Order
CC CARE LLC: U.S. Trustee Forms Seven-Member Committee
CD&R HYDRA: S&P Assigns 'B' CCR on Acquisition of SunSource
CENTERTON WATERWORKS: Moody's Hikes 2014 Rev Bonds Rating From Ba2
COBALT INTERNATIONAL: Appoints Energy Future CEO to Board
COBALT INTERNATIONAL: Fails to Comply with NYSE's Bid Price Rule
COMBIMATRIX CORP: Closes Merger with Invitae
CORBETT-FRAME INC: Allowed to Use Cash Collateral Until Nov. 30
CRANBERRY GROWERS: Taps CliftonLarsonAllen as Accountant
CRAPP FARMS: Committee Plan to Pay Unsecureds from Creditor Fund
CRESTALLIANCE LLC: Case Summary & 3 Largest Unsecured Creditors
DAC INCORPORATED: Case Summary & 20 Largest Unsecured Creditors
DAVE'S AUTOMOTIVE: Unsecureds to Recoup 20% Under Plan
DELCATH SYSTEMS: Investors Swap $11.2M Notes for New Notes
DIAMOND MIDCO: S&P Places 'B' CCR on CreditWatch Negative
DYNAMIC INTERNATIONAL: Unsecureds to Get $2.6MM Under Amended Plan
ERIK CHERDAK: Creditors' Panel Seeks Appointment of Ch. 11 Trustee
FAITH CHRISTIAN: Case Summary & Unsecured Creditor
FC GLOBAL: Registers 77.6M Shares for Resale by Stockholders
FINJAN HOLDINGS: Jury Delivers Mixed Verdict in Blue Coat II
FKM REAL ESTATE: Case Summary & Unsecured Creditor
FLORIDA COSMETOGYNECOLOGY: Wants Access to Bizfi Cash Collateral
FOLTS HOME: PCO Files 6th Report
FREESTONE RESOURCES: Incurs $241,000 Net Loss in First Quarter
FTE NETWORKS: Reports Record Quarterly Revenue of $79.1 Million
GENON ENERGY: EPA, IRS Oppose Omnibus Claims Objection Procedures
GENON ENERGY: Pittsburg Opposes Debtors' Global Settlement
GIGA-TRONICS INC: Incurs $1.1 Million Net Loss in Second Quarter
GILDED AGE: Needs Access to Cash for December 2017 Expenditures
GULFMARK OFFSHORE: Amends Existing Employment Pacts with Executives
GULFMARK OFFSHORE: Captain Q Has 16.6% Equity Stake
HAHN HOTELS: Wants to Use Cash Collateral for Fourth Budget Period
HELIOS AND MATHESON: Inks 4th Amendment to Hudson Exchange Pact
HELIOS AND MATHESON: Theodore Farnsworth Has 22.4% Equity Stake
HH & JR INC: U.S. Trustee Unable to Appoint Committee
HOAG URGENT: Hires Grobstein Teeple as Accountant
HODGE'S CHAPEL: Full Payment for ADR at 4% Interest Under New Plan
HOOPER HOLMES: Appoints Kevin Johnson as Its New CFO
IHEARTCOMMUNICATIONS INC: EVP & Gen. Counsel Will Leave Next Year
IHEARTCOMMUNICATIONS INC: Extends Private Term Loan Offers
IHEARTCOMMUNICATIONS INC: Extends Senior Notes Private Offers
IMPERIAL METALS: Moody's Assigns Caa2-PD/LD Prob. of Default Rating
IMPERIAL METALS: Offers Rights to Subscribe 19.1M Common Shares
INTREPID POTASH: Appoints New VP Sales and Marketing
ITUS CORP: Signs Two-Year Collaboration Agreement with Moffitt
JACK ROSS: Files Second Amendment to 2nd Amended Disclosures
JAMES R. PITCAIRN: U.S. Trustee Unable to Appoint Committee
JEFFREY L. MILLER: Court OKs Sale of 4 Tampa Parcels to ESJ for $7M
JETBLUE AIRWAYS: S&P Raises CCR to 'BB' on Improved Performance
JOURNAL-CHRONICLE CO: Court Enters Final Cash Collateral Order
JUDSON COLLEGE: S&P Lowers 2010 Revenue Bonds Rating to 'BB'
KIWA BIO-TECH: Files Restated 2016 Financial Statements
KSS HOLDINGS: S&P Puts 'B+' CCR on CreditWatch Developing
KURT KUHLMAN: Sale of Berkshire Property to Hoffmiers for $165K OKd
LA CONTESSA: U.S. Trustee Unable to Appoint Committee
LAKESHORE PROPERTIES: U.S. Trustee Unable to Appoint Committee
LE-MAR HOLDINGS: Not Required to Pay Ryder's Administrative Claims
LINCOLN NATIONAL: Fitch Affirms BB+ on 7% Jr. Sub. Debentures
LINN ENERGY: WF Not Entitled to Postpetition Interest Payments
LSB INDUSTRIES: Director Quits to Focus on New Role at UBS
MARRONE BIO: Two Directors Decline to Stand for Re-Election
MARRONE BIO: Will Hold Its Annual Meeting on January 17
MAURICE SPORTING: Middleton Mgmt. Buying All Assets for $39 Million
MAURICE SPORTING: Nov. 28 Meeting Set to Form Creditors' Panel
MAURICE SPORTING: Seeks $17MM in Bankr. Financing From BMO Harris
MESOBLAST LIMITED: Presents Corp Update at Credit Suisse Conference
MESOBLAST LIMITED: Reports Q1 Loss Before Income Tax of US$9.9M
METRO NEWSPAPER: Court OK's Second Amended Disclosure Statement
MICROVISION INC: Alexander Tokman Resigns as Chief Exec. Officer
MICROVISION INC: Will Hold Future 'Say-on-Pay' Votes Annually
MILLER MARINE: Michael Calavenzo Objects to Disclosures
MURDOCK EMPIRE: Unsecureds to Get Annual Distributions
NEIMAN MARCUS: John Koryl Quits as Stores and Online President
NEIMAN MARCUS: Reports $26.2 Million Net Loss in First Quarter
NET ELEMENT: Files Amended Resale Prospectus of 886,322 Shares
NETWEST INC: Unsecureds to Get Full Payment at 3% Under Plan
NICE CAR: Disclosures OK'd; Plan Confirmation Hearing on Dec. 6
NON-STOP TRANSPORT: U.S. Trustee Unable to Appoint Committee
NOVABAY PHARMACEUTICALS: Will Sell 2.4M Shares to Ch-gemstone
OMNI LION'S RUN: Court Junks Lenders' Bid for Relief from Stay
OMNICOMM SYSTEMS: Will Acquire Certain Assets of Algorithm
OVERSEAS SHIPHOLDING: S&P Lowers CCR to 'B-', Outlook Developing
PEEKAY ACQUISITION: To Pay Quarterly Fees on Plan's Effective Date
PELICAN REAL ESTATE: Trustee's Sale of TM 25 Pools for $220K Okayed
PERSONAL SUPPORT: Unsecureds to be Paid $5K Annually for 5 Years
PETROLIA ENERGY: Hikes Authorized Common Shares to 400 Million
PIONEER CARRIERS: Volvo Financial to Get $115,000 at 5.25% Interest
PIONEER HEALTH: UST's Response to Sale of Medicomp Assets Resolved
PRADO MANAGEMENT: Whisper Capital Objects to Use of Sale Proceeds
PRECIPIO INC: Provides Update on Corporate Developments
PRIME SIX: Amends Plan to Remove Unsecured Disputed Claims
PROMETHEUS & ATLAS: Will Pay Creditors From Property Sale Proceeds
PTJ INC: U.S. Trustee Unable to Appoint Committee
QUANTUM CORP: Starboard Value Equity Stake Down to 2.7%
REAL INDUSTRY: Nov. 30 Meeting Set to Form Creditors' Panel
REAL INDUSTRY: Obtains Interim Order for $20MM in Bankr. Financing
RED TAPE: Case Summary & Largest Unsecured Creditors
RELIABLE HUMAN: Says Patient Care Ombudsman is Not Necessary
REX ENERGY: Fails to Comply with Nasdaq's Equity Listing Rule
SABLE NATURAL: New Plan Discloses Agreement with GR Morris
SCIO DIAMOND: Delays Sept. 30 Quarterly Report
SCOTTDALE DETOX: U.S. Trustee Unable to Appoint Committee
SCPD GRAMERCY: Sale of Project Assets to MW Capital for $110K OK'd
SELECT INCOME: Moody's Lowers Senior Sub. Shelf Rating to (P)Ba1
SHABSI BRODY: Sale of Lakewood Property to MEOR 77 for $165K Okayed
SIXTY ONE SIXTY: Kingfisher Buying Miami Property for $5.4M
SK HOLDCO: S&P Alters Outlook to Negative on Weak Credit Metrics
SPIECH FARMS: Case Summary & 20 Largest Unsecured Creditors
STANLEY L. DISTEFANO: Bond Issuer Seeks Appointment of Trustee
SUNGARD AVAILABILITY: S&P Lowers CCR to 'CCC+', Outlook Negative
SUNSET PARTNERS: Hearing on Sale of Restaurant Assets Continued
T&C GYMNASTICS: Can Continue Using Cash Collateral Until Nov. 29
TADD WHOLESALE: Seeks Interim Access to Cash Collateral Use
TCF FINANCIAL: Fitch Affirms 'B' Preferred Stock Rating
THINK FINANCE: Taps Alvarez & Marsal as Financial Advisor
TONGJI HEALTHCARE: Delays Third Quarter Form 10-Q Filing
TOP TIER SITE: Can Continue Using Cash Collateral Until December 19
TRIDENT HOLDING: S&P Lowers CCR to 'CCC-' on Covenant Violation
TWH LIMITED: Disclosures OK'd; Plan Confirmation Hearing on Dec. 18
UNIVERSAL SOFTWARE: Court OKs Disclosures, Confirms Plan
VALERIY ROMANCHENKO: Sale of Nevada Properties for $617K Approved
VALLEY PETROLEUM: 5208VPN Taps Hanson & Payne as 'Standby Counsel'
VELA'S 4 STARS: Sale of Brownsville Property for $370K Approved
VELOCITY HOLDING: Nov. 28 Meeting Set to Form Creditors' Panel
VELOCITY HOLDING: Seeks to Obtain $135MM in Bankruptcy Financing
WARWICK YARD: DOJ Watchdog Appoints M. O'Toole as Ch. 11 Trustee
WOMEN AND BIRTH: No Immediate Quality Care Concerns, PCO Says
WONDERWORK INC: Continued Suspension of Operations Recommended
ZETTA JET: Scout Aviation Leaves Creditors' Committee
[^] BOND PRICING: For the Week from November 13 to 17, 2017
*********
1657 LLC: Can Pay Varistone Using Bellevue Property Sale Proceeds
-----------------------------------------------------------------
Judge Marc Barreca of the U.S. Bankruptcy Court for the District of
Washington authorized 1657, LLC's use of proceeds from the sale of
the real property at 1657 151st Ave SE, Bellevue, Washington to
make payments to Veristone Fund I, LLC on the promissory note it
holds which is secured by 1657's interest in the real property at
1063 and 1065 South Point Road, Port Ludlow, Washington.
The Debtor is permitted to use the proceeds of sale of the Bellevue
Property to pay Veristone Fund I, LLC the lump sum of $26,492 for
interest at the non-default rate for the period Jan. 1, 2017
through Nov. 30, 2017 accruing on the promissory note dated Dec.
29, 2016 which is secured by Port Ludlow. It is further permitted
to use the sale proceeds to make future monthly payments of
interest to Veristone on such obligation pending further order of
the Court.
About 1657 LLC
1657 LLC sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. W.D. Wash. Case No. 17-13110) on July 13, 2017, disclosing
under $1 million in both assets and liabilities. Judge Marc
Barreca presides over the case. The Debtor hired James E.
Dickmeyer, PC, as counsel.
3920 PARK AVENUE: DOJ Watchdog Renews Plea for Ch. 11 Trustee
-------------------------------------------------------------
Andrew R. Vara, the Acting U.S. Trustee for Region 3, asks the U.S.
Bankruptcy Court for the District of New Jersey for an order
directing the appointment a Chapter 11 trustee or, in the
alternative, for an order converting bankruptcy case of 3920 Park
Avenue Associates, L.P. to a case under chapter 7 of the Bankruptcy
Code.
Lawrence S. Berger, Esq., controls the Debtor and signed the
Debtor's petition, schedules, and statement of financial affairs.
Realty Management Associates is an insider creditor and affiliate
of the Debtor and is controlled by Mr. Berger.
This is the second time that the U.S. Trustee has filed a motion
seeking the appointment of a chapter 11 trustee in this case. Upon
hearing the first motion, the Court found cause to appoint a
chapter 11 trustee. The Court based its finding of cause upon,
inter alia, the woefully deficient reporting by the Debtor, failure
to timely pay statutory fees and failure to pay post-petition
taxes. However, instead of ordering the appointment of a chapter 11
trustee in this case, the Court ordered the appointment of an
examiner. It was the hope of the Court and the U.S. Trustee that
the Examiner would provide sufficient relief by:
(1) conducting a thorough examination of the Debtor's books
and records, the Debtor's bank statements, and any other supporting
documentation of the financial management of the Debtor, including
the books and records of Realty Management Associates, and the bank
statements of Realty Management Associates;
(2) issuing a report with clear findings about the Debtor's
financial condition; and
(3) making a recommendation on whether further relief in the
form of a chapter 11 trustee or conversion of the cases is
warranted.
Unfortunately, the U.S. Trustee contends that the Examiner's
ability to provide this relief was frustrated by the reluctance of
the Debtor and Mr. Berger to co-operate. After the issues
surrounding the Examiner's budget and ability to retain counsel
were resolved, the Debtor and Mr. Berger failed to timely provide
full responses to document requests including failing to turn over
the Debtor's books and records and supporting documentation.
The U.S. Trustee claims that the Examiner attempted to carry out
his duties, but on multiple occasions he has been stymied by the
Debtor and Mr. Berger -- the Debtor did not provide requested bank
statements such that the Examiner needed to subpoena those records
-- and as a result, the Examiner filed an initial, rather than a
final report, on September 29, 2017.
The Initial Examiner Report does not contain any recommendations by
the Examiner as to whether a chapter 11 trustee should be appointed
or the Debtor's case should be converted to a case under chapter 7.
However, based on the findings of the Initial Examiner Report, the
U.S. Trustee believes that there continues to be ample cause to
appoint a chapter 11 trustee or convert the Debtor's case to a case
under chapter 7.
Moreover, the impact of the delays and lack of a final Examiner's
report is to deny the U.S. Trustee the relief that was supposed to
have been provided by installation of the Examiner in the first
place. The facts supporting a finding of cause have not been
mitigated. The Debtor has not filed any amended monthly operating
reports and it has not provided full and timely information to the
Examiner. The Examiner's initial report provides an even more
undeniable basis to find cause under section 1104(a)(1) than the
first trustee motion.
Therefore, the U.S. Trustee asserts that cause still exists to
appoint a chapter 11 trustee in this case. When the existence of
cause is coupled with the ineffective relief of the installation of
the Examiner, the Bankruptcy Code requires that a chapter 11
trustee be appointed immediately.
Moreover, the U.S. Trustee contends that through its untimely
filing of MORs, the Debtor has demonstrated at best incompetence,
and at worst gross mismanagement or an effort to hide fraudulent
activity. The U.S. Trustee asserts that Mr. Berger is very familiar
with the bankruptcy system, and so cannot offer an excuse of
naivete or lack of experience with the responsibilities of being a
fiduciary in bankruptcy.
The U.S. Trustee argues that Mr. Berger's trustworthiness is in
question based on his behavior in this and other cases currently
before the Court. He has routinely shirked his duties to timely
file complete and accurate MORs and historically, debtors under his
control, fail to timely pay statutorily-required fees. This pattern
of behavior has, in some cases, included the concealment of
diversion of estate assets -- which is harder to uncover in the
absence of complete and accurate MORs. As such, the Court can no
longer be assured that Mr. Berger will be able to carry out his
fiduciary duties, which should lead the Court to transfer the
stewardship of the Debtor and its assets to an independent
trustee.
About 3920 Park Avenue Associates
Morristown, New Jersey-based 3920 Park Avenue Associates, L.P.,
filed for Chapter 11 bankruptcy protection (Bankr. D. N.J. Case No.
16-14923) on March 16, 2016, estimating its assets at between $1
million and $10 million and liabilities between $10 million and $50
million. The petition was signed by Lawrence S. Berger, authorized
agent.
Judge Stacey L. Meisel presides over the case.
Morris S. Bauer, Esq., at Norris McLaughlin & Marcus, PA, serves as
the Debtor's bankruptcy counsel.
419 SW 2ND AVENUE: U.S. Trustee Unable to Appoint Committee
-----------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Lakeshore Properties of 419 SW
2nd Avenue, LLC, as of Nov. 16, according to a court docket.
About 419 SW 2nd Avenue
419 SW 2nd Avenue, LLC, a single asset real estate as defined in 11
U.S.C. Section 101(51B), owns and manages a 22-unit rental building
located at 419 SW 2nd Avenue Homestead, Florida.
The Debtor filed a Chapter 11 petition (Bankr. S.D. Fla. Case No.
17-21784) on Sept. 27, 2017. The petition was signed by Jose
Paradelo, managing member. At the time of filing, the Debtor
estimated less than $1 million in assets and $1 million to $10
million in liabilities.
4356 92ND AVE: U.S. Trustee Unable to Appoint Committee
-------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of 4356 92nd Ave., LLC, as of Nov.
16, according to a court docket.
About 4356 92nd Ave., LLC
4356 92nd Ave, LLC, based in Mercer Island, WA, filed a Chapter 11
petition (Bankr. W.D. Wash. Case No. 17-14511) on Oct. 13, 2017.
The Hon. Timothy W. Dore presides over the case. Barry W.
Davidson, Esq., at Davidson Backman Medeiros PLLC, serves as
bankruptcy counsel.
In its petition, the Debtor estimated $1 million to $10 million in
both assets and liabilities. The petition was signed by Patrick A.
Price, its member and authorized representative.
ADVANCED SOLIDS: Sale of Equipment to Tanner Services for $84K OK'd
-------------------------------------------------------------------
Judge Ronald B. King of the U.S. Bankruptcy Court for the Western
District of Texas authorized Advanced Solids Control, LLC to sell
certain equipment to Tanner Services for $84,000, on an "as is,
where is" basis, free and clear of all liens, claims and
encumbrances.
The sale proceeds are to be paid to WTF Rentals, LLC as a partial
payment towards its secured claim.
A list of equipment, which include centrigues and related
accessories, to be sold attached to the Order is available for free
at
http://bankrupt.com/misc/Advanced_Solids_225_Order.pdf
About Advanced Solids Control
Advanced Solids Control, LLC, is an oilfield service company
specializing in solids control for land-based oil and gas drilling
operations.
Advanced Solids sought Chapter 11 protection (Bankr. W.D. Tex.
Case
No. 16-52748) on Dec. 2, 2016. W. Lynn Frazier, managing member,
signed the petition. The Debtor estimated assets of less than
$50,000 and liabilities of less than $1 million.
William R. Davis, Jr., Esq., at Langley & Banack, Inc., serves as
bankruptcy counsel to the Debtor. Pena and Grillo PLLC serves as
special counsel.
AEMETIS INC: Receives Noncompliance Notice fro Nasdaq
-----------------------------------------------------
Aemetis, Inc., received a letter from the Listing Qualifications
Department of the Nasdaq Stock Market on Nov. 9, 2017, indicating
that, based upon the most recent publicly held shares information
and the closing bid price of the Company's common stock for the
last 30 consecutive business days, the Company did not meet the
minimum market value of publicly held shares of $15,000,000
required for continued listing on The Nasdaq Global Market pursuant
to Nasdaq Listing Rule 5450(b)(3)(C). The letter also indicated
that the Company will be provided with a compliance period of 180
calendar days, or until May 8, 2018, in which to regain compliance
pursuant to Nasdaq Listing Rule 5810(c)(3)(D). The letter further
provided that if, at any time during the 180 calendar day period,
the Company's MVPHS closes at $15,000,000 or more for a minimum of
ten consecutive business days, Nasdaq will provide the Company with
written confirmation of compliance that it has achieved compliance
with the MVPHS requirement. If the Company does not regain
compliance by May 8, 2018, it will receive written notification
that the Company's common stock is subject to delisting. At that
time, the Company may appeal the delisting determination to a
Hearings Panel, which may provide an exception for the Company to
regain compliance with the MVPHS requirement.
The Company intends to actively monitor its closing bid price for
its common stock between now and May 8, 2018, and intends to take
any reasonable actions to resolve the Company's noncompliance with
the MVPHS requirement as may be necessary. No determination
regarding the Company's response has been made at this time. There
can be no assurance that the Company will be able to regain
compliance with the MVPHS requirement or will otherwise be in
compliance with other Nasdaq listing criteria.
About Aemetis
Headquartered in Cupertino, California, Aemetis --
http://www.aemetis.com/-- is an advanced renewable fuels and
biochemicals company focused on the acquisition, development and
commercialization of innovative technologies that replace
traditional petroleum-based products by the conversion of ethanol
and biodiesel plants into advanced biorefineries. Founded in 2006,
Aemetis owns and operates a 60 million gallon-per-year ethanol
production facility in the California Central Valley near Modesto.
Aemetis also owns and operates a 50 million gallon per year
renewable chemical and advanced fuel production facility on the
East Coast of India producing high quality distilled biodiesel and
refined glycerin for customers in India and Europe. Aemetis holds
a portfolio of patents and related technology licenses for the
production of renewable fuels and biochemicals.
Aemetis reported a net loss of $15.63 million in 2016 and a net
loss of $27.13 million in 2015. As of Sept. 30, 2017, Aemetis had
$96.33 million in total assets, $167.87 million in total assets and
a total stockholders' deficit of $71.54 million.
AJUBEO LLC: Can Retain Alliance Management as CRO
-------------------------------------------------
Bankruptcy Judge Joseph G. Rosania granted Debtor Ajubeo, LLC's
motion to approve the retention of BGA Management, LLC, d/b/a
Alliance Management to act as a Chief Restructuring Officer under
11 U.S.C. sections 105 and 363(b).
Ajubeo filed a chapter 11 case in the district of Colorado on
August 25, 2017, and filed the motion on August 29, 2017. The
United States Trustee objected and an evidentiary hearing was held
on Sept. 21, 2017. No creditors or other parties in interest
objected to the motion.
The Debtor was forced to file a chapter 11 case on an emergency
basis to obtain the stay and preserve the value of the business and
confidentiality of its customers after one of the equipment lessors
filed suit in state court to seize the server it leased to the
Debtor. The Debtor filed the bankruptcy case to proceed with the
proposed sale of substantially all of its assets to Green House as
a stalking horse bidder.
Alliance is a national financial consulting firm specializing in
corporate turnaround work. Alex Smith is the principal of Alliance
assigned to this case. Smith has had prior experience acting as a
financial advisor in chapter 11 cases. Alliance argues its services
are essential to the success of the case, it had no legal or
financial connection with Debtor prior to the case, and it was
holding the company together to get to closing of the sale for the
benefit of the estate.
The UST states that Smith's skills and role in the case make him a
professional person and therefore he must be employed under 11
U.S.C. section 327(a). However, since he is also an officer of the
Debtor, he is not disinterested as an officer and insider of the
Debtor under 11 U.S.C section 101(14). Therefore, Alliance cannot
be employed under 11 U.S.C. section 327(a) since that section
requires the professional to be disinterested and not hold an
interest adverse to the estate. Thus, the UST states, Alliance is
not eligible to be employed as CRO in this case.
The analysis of the use of 11 U.S.C. sections 363(b) and 105(a) to
justify retention of a CRO must be made on a case by case basis.
Here, there are unique circumstances justifying the retention of
Alliance. Alliance is well-qualified and had no dealings with
Debtor prior to the bankruptcy case. No creditors have objected.
The Debtor was a moribund company losing customers and employees
and facing a repossession of one of its servers, which contained
confidential information. Since its retention, Alliance has
retained customers and employees and renegotiated the asset
purchase agreement to the benefit of the estate. It has provided
valuable services and resuscitated the Debtor in a very short
period of time, which is exactly what a CRO does.
The Court is satisfied the safeguards and twin goals of
impartiality and court review of fees are present here. Smith is
impartial with no actual conflict of interest as CRO. However,
since Colorado law requires a manager, Smith was appointed an
officer and therefore no longer was statutorily disinterested.
Thus, while Alliance may not be employed under the more rigorous
standard of 11 U.S.C. sections 327, it can be retained under 11
U.S.C. section 363(b), in the exercise of the Debtor's business
judgment.
A full-text copy of Judge Rosania's Sept. 27, 2017 Memorandum
Opinion is available at:
http://bankrupt.com/misc/cob17-17924-180.pdf
About Ajubeo, LLC
Ajubeo, LLC -- https://www.ajubeo.com/ -- is a privately held
provider of internet infrastructure software and equipment.
Founded in 2011 and headquartered in Greater Denver Area in
Boulder, Colorado, Ajubeo serves clients all over the world with
datacenter hubs in Denver, New Jersey, Frankfurt, and Dusseldorf
Germany.
Ajubeo, LLC, filed a Chapter 11 petition (Bankr. D. Col. Case No.
17-17924) on Aug. 25, 2017. The petition was signed by Jeff Kuo,
chairman of the Board of Managers.
At the time of filing, the Debtor estimated $1 million to $10
million in assets and liabilities.
Joshua M. Hantman, Esq., at Brownstein Hyatt Farber Schreck, LLP,
serves as counsel to the Debtor.
ALDRIDGE NURSERY: Court OKs Disclosures, Confirms Plan
------------------------------------------------------
The Hon. Craig A. Gargotta of the U.S. Bankruptcy Court for the
Western District of Texas has approved on a final basis Aldridge
Nursery, Inc.'s disclosure statement and confirmed the Debtor's
plan of reorganization.
As reported by the Troubled Company Reporter on Oct. 11, 2017, the
Debtor filed its proposed plan to exit Chapter 11 protection, which
proposes that the Debtor continue to pay Class 5 unsecured claims
without interruption or modification of the contractual agreement
between the company and creditors. The Debtor is current on all
payments due to unsecured creditors as of the filing of its
bankruptcy case.
No objections to the Disclosure Statement were filed.
The Plan has been accepted in writing by the creditors and equity
security holders whose acceptance is required by law.
Each class of creditors that is impaired under the Plan, and which
has voted, has accepted the Plan.
All payments made or promised by the Debtor or by a person issuing
securities or acquiring property under the Plan or by any other
person for services or for costs and expenses in, or in connection
with, the Plan and incident to the case, have been fully disclosed
to the Court and are reasonable or, if to be fixed after
confirmation of the Plan, will be subject to the approval of the
Court.
Upon the Debtor successfully completing the terms contained in the
confirmed Chapter 11 Plan, the Debtor will have no further
liability to any creditor of the Debtor, including the Internal
Revenue Service, for any and all debts and liabilities included
herein.
The treatment/terms for repayment of the Internal Revenue Service's
proof of claim is clarified.
Pursuant to an agreement reached by the Debtor and the Internal
Revenue Service, the secured claim of the Internal Revenue Service
in the amount of $456,992.80, which includes tax, interest and
penalty, is reduced to the amount of $367,543.91 (as reflected in
the Internal Revenue Service's Proof of Claim filed on Oct. 6,
2017), which includes tax and interest only. The Debtor will pay
the reduced claim of the Internal Revenue Service in monthly
installment payments of $3,721.21, including 4% APR, based upon a
ten-year term. The monthly payments will begin on the 1St day of
the month following the Effective Date of the Plan. Nevertheless,
should the Debtor be unsuccessful in repaying the IRS secured claim
in the amount of $367,543.91 in full, or otherwise default under
the terms of the Plan after the opportunity to cure as provided in
the Plan of Reorganization, pursuant to this agreement, the
penalties will be added back to the IRS' secured claim and the IRS
may accelerate its allowed claim(s), past and future, and declare
the outstanding amount of claim(s) to be immediately due and owing
and pursue any and all available state and federal rights and
remedies. The IRS will retain its pre-petition Notices of Federal
Tax Liens until the Class 4 secured claim has been paid in full.
The penalty claims of the IRS in the amount of $89,448.89 are to be
fully discharged upon the full payment of the IRS' secured claim in
the amount of $367,543.91 as provided for in the Debtor's Plan of
Reorganization, conditioned upon the Debtor staying current on
future tax obligations to the IRS during the time of repayment of
the IRS debt provided for herein (unless paid off sooner). The
Debtor may pre-pay the allowed secured claim of the Internal
Revenue Service at any time without penalty.
In the event the Debtor sells, conveys or transfers any of the
properties which are the collateral of the Bexar County claim or
post confirmation tax debt, the Debtor will remit sales proceeds
first to Bexar County to be applied to the Bexar County tax debt
incident to any property/tax account sold, conveyed or transferred
and proceeds will be disbursed by the closing agent at the time of
closing prior to any disbursement of the sale proceeds to any other
person or entity.
Nov. 30, 2017, is established as the deadline for the Debtor filing
objections to claims; however, an extension of the deadline for
filing objections to claims may be granted by the Court upon the
filing of a motion requesting extension prior to the expiration of
the deadline.
The Court will retain jurisdiction of this case for the purposes
set forth in the Plan provided however that the Debtor will file an
application to enter final decree by Dec. 31, 2017, unless same is
extended by the motion duly made by a party-in-interest.
About Aldridge Nursery Inc.
Founded in 1936, Aldridge Nursery Inc. --
https://www.aldridgenurseryinc.com -- is a grower of tropical,
ornamentals and shade trees, shrubs and rose bushes. It primarily
supplies these plants to small garden centers, landscapers and
re-wholesale sellers. The Debtor posted gross revenue of $963,867
in 2016 and gross revenue of $832,914 in 2015.
On July 3, 1991, the Debtor was taken out of Chapter 11 bankruptcy
with a new owner, Thomas C. Trautner.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. W.D. Texas Case No. 17-52262) on Sept. 28, 2017.
Thomas C. Trautner, president, signed the petition.
At the time of the filing, the Debtor disclosed $3.20 million in
assets and $2.01 million in liabilities.
Judge Craig A. Gargotta presides over the case. Langley Banack,
Inc., represents the Debtor as bankruptcy counsel.
ALTICE USA: S&P Affirms 'B+' CCR & Alters Outlook to Negative
-------------------------------------------------------------
S&P Global Ratings affirmed all ratings on U.S. cable provider
Altice USA Inc., including the 'B+' corporate credit rating, and
revised the outlook to negative.
S&P said, "We are also raising the issue-level ratings to 'BB' from
'BB-' on the $1.265 billion term loan issued at Altice US Finance I
Corp, which is an error correction and should have been done on
June 23, 2017."
The outlook revision reflects the downward revision by management
of its EBITDA growth expectation for 2017 at the Altice N.V.
consolidated level, primarily due to weaker-than-expected
operations in France--where the group generates about 40% of its
consolidated EBITDA, which reportedly stems from management and
operational setbacks. S&P said, "This in our view could result in
the upstreaming of cash from Altice USA Inc. to its controlling
parent in the future. Therefore, we cap the rating on Altice USA at
the level of the rating on Altice N.V. For the complete corporate
credit rating rationale on Altice N.V."
The rating at Altice USA Inc. on a stand-alone basis continues to
reflect high debt leverage, the capital-intensive nature of the
business, more fiber-based competition than most incumbent cable
providers, a degree of execution risk associated with cost-cutting
initiatives, and substitution risk from evolving technology. These
factors are partly offset by high barriers to entry, good revenue
visibility provided by a largely subscription-based model,
participation in well-clustered and demographically favorable
markets, and significantly improving profitability.
S&P said, "We believe the shift in management could elevate the
level of execution risk at Altice USA, as the current CEO has added
the same set of responsibilities at Altice N.V. Still, we have not
witnessed significant deterioration in subscriber metrics since
Altice USA began implementing an aggressive cost-cutting strategy
over a year ago. We will continue to monitor subscriber trends over
the next two to three years and believe cost cutting could pose a
risk to customer service, which has been the case in France.
However, we view planned network upgrades in the U.S. favorably,
given that they should improve the company's competitive position
and operating efficiency while resulting in a better customer
experience."
Altice USA has been able to significantly improve profitability
over the past year, with EBITDA margins rising to 42.6% in
third-quarter 2017 from 36.6% a year earlier. As a result,
S&P-Global Ratings-adjusted leverage is now in line with
expectations for the rating, at 5.8x on a last-quarter-annualized
basis (excluding restructuring add-backs). This is in line with
management's targeted leverage range so, given that S&P expects
earnings to continue to rise over the next two to three years,
driven by broadband strength, it believes it is likely that
management will engage in shareholder friendly actions.
The negative outlook is tied primarily to the parent and reflects
various execution risks that could prevent the group from
sustaining its market positions in the French market, reducing debt
and restoring market confidence. S&P said, "We see potential
execution risks related to management's aim to stabilize operations
in France, given a fiercely competitive environment and in the wake
of massive headcount reduction at SFR Group level and recent
management turnover. We also see potential execution risk
pertaining to management's objective to cut debt in the European
entities, through asset sales in particular, on the back of a weak
deleveraging track record so far."
S&P said, "We could lower the rating by one notch over the next
year if management fails to restore sounder operations in France,
including failing to achieve better customer retention and
stabilize management, and to trim absolute debt so that S&P Global
Ratings-adjusted leverage at the Altice N.V. consolidated level
drops to less than 6.0x in 2018 and FOCF to debt strengthens above
3%. In addition, we could lower the rating in the case of renewed
management and governance concerns, or if adverse capital market
perception were to persist and we came to anticipate that the
group's future free cash flow generation could be materially
affected by a higher cost of funding.
"Although less likely, we could also lower the rating if Altice
USA's credit profile weakens on a stand-alone basis, which could be
caused by subscriber trends worsening or planned network
investments resulting in a significant increase in capital
spending, such that FOCF declines substantially. We could also
lower the rating if leverage rises above 7x at Altice USA and
remains there due to a more aggressive financial policy, though a
sizeable acquisition could cause us to re-evaluate this threshold
based on our view of the business profile.
"We could revise the outlook to stable if management succeeds in
executing on the various ongoing operational and financial
objectives, leading to stabilized operations in France, resolved
management and governance concerns, consistently positive FOCF and
adequate liquidity and stronger credit metrics, including
consolidated leverage below 6.0x in 2018 and FOCF to debt above
3%."
AMERICAN POWER: Charles McDermott Quits as Director
---------------------------------------------------
Charles McDermott resigned from the Board of Directors of American
Power Group Corporation on Nov. 20, 2017. Mr. McDermott's
resignation is not due to any disagreement known to the Company's
executive officers with respect to any matter relating to the
Company's operations, policies or practices, the Company stated in
a Form 8-K report filed with the Securities and Exchange
Commission.
About American Power Group
American Power Group's alternative energy subsidiary, American
Power Group, Inc. -- http://www.americanpowergroupinc.com/--
provides cost effective products and services that promote the
economic and environmental benefits of its alternative fuel and
emission reduction technologies. The Company's patented
Turbocharged Natural Gas Dual Fuel Conversion Technology is a
unique non-invasive software driven solution that converts existing
vehicular and stationary diesel engines to run concurrently on
diesel and various forms of natural gas including compressed
natural gas, liquefied natural gas, conditioned well-head/ditch gas
or bio-methane gas with the flexibility to return to 100% diesel
fuel operation at any time. Depending on the fuel source and
operating profile, the Company's EPA and CARB approved dual fuel
conversions seamlessly displace 45% - 65% of diesel fuel with
cleaner burning natural gas resulting in measurable reductions in
nitrogen oxides (NOx) and other diesel-related emissions.
American Power reported a net loss available to common stockholders
of $10.40 million on $1.86 million of net sales for the year ended
Sept. 30, 2016, compared to a net loss available to common
stockholders of $1.04 million on $2.95 million of net sales for the
year ended Sept. 30, 2015. As of June 30, 2017, American Power had
$5.82 million in total assets, $12.08 million in total liabilities
and a total stockholders' deficit of $6.26 million.
Schechter Dokken Kanter Andrews & Selcer, Ltd., in Minneapolis,
Minnesota, issued a "going concern" qualification on the
consolidated financial statements for the year ended Sept. 30,
2016, citing that the Company has suffered recurring losses from
operations and has a net capital deficiency that raises substantial
doubt about its ability to continue as a going concern.
AMERICAN POWER: Extends Maturity of $500K Loan & and $3M Notes
--------------------------------------------------------------
American Power Group, Inc., a wholly owned subsidiary of American
Power Group Corporation, and Iowa State Bank, entered into a Change
of Terms Agreement, pursuant to which the maturity of APG's
$500,000 Revolving Line of Credit was extended from Nov. 18, 2017
to Dec. 18, 2017.
During the period of Oct. 6, 2017 and Nov. 10, 2017, American Power
Group, Inc. entered into unsecured promissory notes aggregating
$56,691 with Arrow, LLC, an entity associated with one of its Board
of Directors and notes aggregating $56,691 with Associate Private
Equity, LLC, an entity associated with another member of its Board
of Directors. The notes bear simple interest at the rate of 10%
per annum and will become due and payable on Dec. 31, 2017 and may
be prepaid at any time.
Meanwhile, on Oct. 27, 2017, the holders of American Power Group
Corporation's Subordinated Contingent Convertible Promissory Notes
in the aggregate principal amount of $3,000,000 agreed to extend
the maturity of the Notes from Oct. 27, 2017 until Dec. 31, 2017.
About American Power Group
American Power Group's alternative energy subsidiary, American
Power Group, Inc. -- http://www.americanpowergroupinc.com/--
provides cost effective products and services that promote the
economic and environmental benefits of its alternative fuel and
emission reduction technologies. The Company's patented
Turbocharged Natural Gas Dual Fuel Conversion Technology is a
unique non-invasive software driven solution that converts existing
vehicular and stationary diesel engines to run concurrently on
diesel and various forms of natural gas including compressed
natural gas, liquefied natural gas, conditioned well-head/ditch gas
or bio-methane gas with the flexibility to return to 100% diesel
fuel operation at any time. Depending on the fuel source and
operating profile, the Company's EPA and CARB approved dual fuel
conversions seamlessly displace 45% - 65% of diesel fuel with
cleaner burning natural gas resulting in measurable reductions in
nitrogen oxides (NOx) and other diesel-related emissions.
American Power reported a net loss available to common stockholders
of $10.40 million on $1.86 million of net sales for the year ended
Sept. 30, 2016, compared to a net loss available to common
stockholders of $1.04 million on $2.95 million of net sales for the
year ended Sept. 30, 2015. As of June 30, 2017, American Power had
$5.82 million in total assets, $12.08 million in total liabilities
and a total stockholders' deficit of $6.26 million.
Schechter Dokken Kanter Andrews & Selcer, Ltd., in Minneapolis,
Minnesota, issued a "going concern" qualification on the
consolidated financial statements for the year ended Sept. 30,
2016, citing that the Company has suffered recurring losses from
operations and has a net capital deficiency that raises substantial
doubt about its ability to continue as a going concern.
AMERICAN UNDERWRITERS: A.M. Best Puts B(fair) FSR Under Review
--------------------------------------------------------------
A.M. Best has placed under review with developing implications the
Financial Strength Rating (FSR) of B (Fair) and the Long-Term
Issuer Credit Ratings (Long-Term ICR) of "bb" of American
Underwriters Life Insurance Company (Phoenix, AZ) and Century Life
Assurance Company (Oklahoma City, OK), together referred to as the
American Underwriters Life Group (AUL).
This Credit Rating (rating) action is a result of AUL's recent
agreement to be acquired by and simultaneously merged into Puritan
Life Insurance Company of America. The transaction is expected to
close by Dec. 31, 2017, subject to required regulatory approvals
and other customary closing conditions.
A.M. Best anticipates that AUL's ratings likely will be removed
from under review following the close of the transaction and the
completion of A.M. Best's discussions with the management of the
acquiring company. Any actual or anticipated changes to AUL's
financial profile will be reviewed to assess the impact on the
company's ratings.
APPALACHIAN COAL: U.S. Trustee Unable to Appoint Committee
----------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Appalachian Coal Enterprises,
LLC, as of Nov. 16, according to a court docket.
Headquartered in Huntington, West Virginia, Appalachian Coal
Enterprises, LLC, filed for Chapter 11 bankruptcy protection
(Bankr. S.D. W.Va. Case No. 17-30461) on Oct. 12, 2017, estimating
its assets and liabilities at between $100,000 and $500,000 each.
Joe M. Supple, Esq., serves as the Debtor's bankruptcy counsel.
ARMSTRONG ENERGY: To Fund Plan with HoldCo Equity, Remaining Assets
-------------------------------------------------------------------
Armstrong Energy, Inc., and its affiliates filed with the U.S.
Bankruptcy Court for the Eastern District of Missouri a disclosure
statement dated Nov. 8, 2017, referring to the Debtors' joint
Chapter 11 plan.
Class 4 General Unsecured Claims are impaired by the Plan. Holders
of General Unsecured Claims (including any senior notes deficiency
claims) against each of the Debtors will receive their pro rata
share of certain residual and unencumbered assets of the Debtors'
estates after all senior claims (including adequate protection
claims) have been satisfied.
The Plan will be funded by these sources of cash and consideration:
(i) the HoldCo Equity; (ii) the Remaining Collateral; (iii) the
Remaining Available Assets; (iv) the Priority Claims Reserve; (v)
the Other Secured Claims Reserve; (vi) the GUC Reserve; (vii) the
Debtors' rights under the Transaction Agreement; and (viii) all
Causes of Action not previously settled, released, or exculpated
under the Plan, if any.
A copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/moeb17-47541-148.pdf
As reported by the Troubled Company Reporter on Nov. 3, 2017, the
Debtor sought Chapter 11 protection after reaching terms of a
Chapter 11 plan that would (i) transfer of substantially all of its
assets to a new entity to be jointly owned by Knight Hawk Holdings,
LLC, and the Company's secured noteholders, and (ii) pay unsecured
creditors each a pro-rata share of certain residual and
unencumbered assets of the Debtors' estates after all senior claims
have been satisfied.
The Debtors are a producer of low-chlorine, high-sulfur thermal
coal from the Illinois Basin in Western Kentucky. They market
their coal primarily to proximate and investment grade electric
utility companies as fuel for steam-powered generators. Over the
past several years, the Debtors and other coal producers in the
United States have encountered a series of macroeconomic hurdles,
including reduced demand for coal and lower coal prices,
precipitated by slow economic growth, an abundance of extremely
low-priced natural gas, and increased regulatory burdens.
Prepetition Capital Structure
Armstrong Energy, Inc., as issuer, and Armstrong Air, LLC,
Armstrong Coal Company, Inc., Armstrong Energy Holdings, Inc.,
Western Diamond LLC, Western Land Company, LLC, Armstrong Coal
Sales, LLC, Thoroughfare Mining, LLC, and Armstrong Logistics
Services, LLC, as guarantors, are party to that certain indenture
dated as of December 21, 2012 by and between Armstrong and Wells
Fargo Bank, National Association, as indenture trustee and
collateral agent, under which the Armstrong issued certain senior
secured notes (the "Senior Secured Notes"). The Senior Secured
Notes mature in 2019 and carry an interest rate of 11.75%, with
interest compounding semi-annually. As of the Petition Date,
approximately $200 million aggregate principal amount of Senior
Secured Notes were outstanding.
Like other coal companies, the Debtors have asset retirement
obligations that include both reclamation and selenium water
treatment. As of Dec. 31, 2016 and 2015, the Debtors' balance
sheets reflected asset retirement obligation liabilities of $14.2
million and $14.1 million, respectively, including amounts
classified as a current liability.
There is no established public trading market for Armstrong's
common stock. Instead, the majority of the issued and outstanding
common stock of Armstrong Energy, Inc. is held by members of
management or Rhino Resource Partners Holdings, LLC. As of March
30, 2017, there were approximately 22 holders of record of
Armstrong's common stock and there were 21,883,224 shares of
Armstrong Energy, Inc.'s common stock outstanding.
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.
AVALON CARE: Files Chapter 11 Plan of Liquidation
-------------------------------------------------
Avalon Care Center - Chandler, LLC, filed with the U.S. Bankruptcy
Court for the District of Utah a disclosure statement for its plan
of liquidation dated Nov. 9, 2017.
Each holder of an allowed unsecured claim in Class 5 will receive a
Pro Rata Distribution on account of such Claim from the Alter Ego
Claims proceeds, following the payment of the Class 3 Claim.
Payment will occur within the later of 90 days after the date the
last Claim entitled to share in the proceeds of the Alter Ego
Claims is determined and all Alter Ego Claims proceeds are received
by the Reorganized Debtor. If such proceeds are realized over time
and, in the reasonable judgment of the Reorganized Debtor, it is
possible to pay an installment of the funds received to date
without jeopardizing payment of the pro rata share of the Claims
not yet Allowed, a partial payment may be made to the Allowed
Claims of this Class from the installment received of the Alter Ego
Claims.
On the Effective Date, all assets of the Estate will vest in the
Reorganized Debtor and will be subject to the management, control,
and custody of the Reorganized Debtor pursuant to the terms of the
Plan.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/utb17-27825-47.pdf
About Avalon Care Center - Chandler
Avalon Care Center - Chandler, LLC, operates skilled nursing care
facilities. It is an affiliate of Avalon Care Center - Chowchilla,
LLC, which sought bankruptcy protection (Bankr. E.D. Cal. Case No.
17-12721) on July 17, 2017.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Utah Case No. 17-27825) on September 7, 2017. Anne
Stuart, the authorized representative, signed the petition.
At the time of the filing, the Debtor disclosed that it had
estimated assets of less than $50,000 and liabilities of $1 million
to $10 million.
Judge Joel T. Marker presides over the case.
AYTU BIOSCIENCE: Plans to Raise $100 Million with Securities Sale
-----------------------------------------------------------------
Aytu Bioscience, Inc. has filed a Form S-3 registration statement
with the Securities and Exchange Commission relating to the
offering of common stock, preferred stock, warrants, or a
combination of these securities, or units, for an aggregate initial
offering price of up to $100,000,000.
The Company's common stock is currently traded on the NASDAQ
Capital Market under the symbol "AYTU." On Nov. 21, 2017, the last
reported sales price for the Company's common stock was $2.60 per
share. Aytu Bioscience will apply to list any shares of common
stock sold by it under this prospectus and any prospectus
supplement on the NASDAQ Capital Market. The prospectus supplement
will contain information, where applicable, as to any other listing
of the securities on the NASDAQ Capital Market or any other
securities market or exchange covered by the prospectus
supplement.
The Company intends to use the net proceeds from the sale of the
securities under this prospectus for general corporate purposes,
including and for general working capital purposes. The Company
may also use a portion of the net proceeds to acquire or invest in
businesses and products that are complementary to its own, although
the Company has no current plans, commitments or agreements with
respect to any acquisitions as of Nov. 22, 2017.
A full-text copy of the regulatory filing is available at:
https://is.gd/CkXzIk
About Aytu BioScience
Aytu BioScience, Inc. (OTCMKTS:AYTU) -- http://www.aytubio.com/--
is a commercial-stage specialty healthcare company concentrating on
developing and commercializing products with an initial focus on
urological diseases and conditions. Aytu is currently focused on
addressing significant medical needs in the areas of urological
cancers, hypogonadism, urinary tract infections, male infertility,
and sexual dysfunction.
Aytu BioScience reported a net loss of $22.50 million for the year
ended June 30, 2017, a net loss of $28.18 million for the year
ended June 30, 2016, and a net loss of $7.72 million for the year
ended June 30, 2015. As of Sept. 30, 2017, Aytu Bioscience had
$21.24 million in total assets, $14.89 million in total liabilities
and $6.35 million in total stockholders' equity.
B. LANE INC: Liquidation Sales Begin at Remaining Locations
-----------------------------------------------------------
On November 22, 2017, a U.S. Bankruptcy Court judge in New Jersey
approved an order authorizing a joint venture of SB Capital Group,
LLC, and 360 Merchant Solutions, LLC, to conduct "Total
Liquidation" sales in each of the Fashion to Figure locations.
Millions of dollars of inventory will be liquidated. The "Total
Liquidation" began Wednesday, November 22.
Founded in New Jersey and headquartered in Manhattan, B. Lane Inc.,
d/b/a Fashion to Figure voluntarily filed for Chapter 11 protection
on Monday, November 13, 2017. At the time of the filing, the
plus-size retailer operated 26 stores as well as a highly popular
ecommerce site at www.fashiontofigure.com. Immediately following
the filing of the Chapter 11, the Company closed 7 locations and
consolidated store inventory into the remaining 19 locations. SB
Capital and 360 plan to operate "Total Liquidation" sales in the 19
Fashion to Figure stores, and will operate the ecommerce site as
part of the total liquidation.
"Fashion to Figure has exceptional name recognition with the
plus-size shopper," said Siegfried Schaffer, a Principal of SB
Capital Group. "The ecommerce business extended the popularity of
the brand to woman across the country. We believe the name,
coupled with compelling discounts on everything in the stores, will
make Fashion to Figure a holiday destination for women seeking
quality fashion at exceptional value."
Aaron Miller, a Principal of 360 Merchant Solutions, pointed out
that "trendy plus-size fashions are in higher demand than the
supply. Fashion to Figure helped bring fast fashion to the
plus-size shopper. With aggressive discounts for the holiday
season, we believe the Fashion to Figure woman will find all of her
favorite full-fashion options at never before seen prices."
Fashion to Figure was co-founded in 2004 by brothers Michael and
Nicholas Kaplan, great-grandsons of Lena Bryant, the founder of the
plus-size clothing chain Lane Bryant. Fashion to Figure has become
well known for providing full-fashion options for women's plus-size
clothing and related accessories. The store's name was derived
from a quote Lena Bryant made in a 1950 interview in which she
stated, "You should never ask women to conform their figures to
fashion, but rather bring fashion to the figure."
Several factors contributed to the bankruptcy filing and the
ultimate decision to close the stores. The Company believes a
significant impairment occurred from an ill-timed expansion at a
time when retail is changing, and many retailers are shrinking
their store base.
About SB Capital
SB Capital Group, LLC, a Schottenstein affiliate --
http://www.sbcapitalgroup.com-- is a leader in the field of asset
recovery, rescue finance, restructuring and strategic store closing
events. With principals who are equity stakeholders in retail
enterprises, consumer products, franchising, licensing and real
property, SB Capital Group leverages resources and depth of
experience to provide services across a wide spectrum of
industries.
About 360 Merchant Solutions
360 Merchant Solutions, LLC -- http://www.360merchants.com-- is
one of the country's leading consulting, business evaluation, asset
acquisition and asset disposition firms for wholesalers,
manufacturers and retailers. 360 is timely, flexible and creative
in offering solutions to companies of all sizes. 360's management
and partners have managed thousands of stores and billions of
dollars in wholesale and retail inventory.
About B. Lane
B. Lane, Inc., d/b/a Fashion to Figure --
https://www.fashiontofigure.com/ -- operates as a retailer of plus
size fashion apparel for women. The company sells dresses, denim,
jumpsuits & rompers, accessories, tops, bottoms, and jackets with
store locations in Connecticut, Delaware, Georgia, Maryland,
Massachusetts, New Jersey, and New York.
B. Lane and its affiliates filed Chapter 11 petitions (Bankr.
D.N.J. Lead Case No. 17-32958) on Nov. 13, 2017, estimating assets
and liabilities $1 million to $10 million. Michael Kaplan, CEO,
signed the petitions.
Judge John K. Sherwood is assigned to these cases.
The Debtors tapped Kenneth A. Rosen, Esq., at Lowenstein Sandler
LLP, as counsel.
BBQ BOSS: Taps Harry Long as Legal Counsel
------------------------------------------
BBQ Boss, LLC received approval from the U.S. Bankruptcy Court for
the Northern District of Alabama to hire Harry Long, Esq., as its
legal counsel.
Mr. Long will advise the Debtor regarding its duties under the
Bankruptcy Code; assist in the preparation of a bankruptcy plan;
and provide other legal services related to its Chapter 11 case.
The Debtor will pay the firm an hourly fee of $370 for his
services.
Mr. Long is a "disinterested person" as defined in section 101(14)
of the Bankruptcy Code, according to court filings.
Mr. Long maintains an office at:
Harry P. Long, Esq.
P.O. Box 1468
Anniston, AL 36202
Phone: (256) 237-3266
Email: hlonglegal8@gmail.com
About BBQ Boss LLC
BBQ Boss, LLC sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Ala. Case No. 17-42042) on November 14, 2017.
At the time of the filing, the Debtor disclosed that it had
estimated assets and liabilities of less than $50,000.
BDF ACQUISITION: S&P Alters Outlook to Neg. on Weak Credit Metrics
------------------------------------------------------------------
Higher-than-anticipated levels of new store cannibalization have
weighed on U.S. furniture retailer BDF Acquisition Corp.'s (Bob's
Discount Furniture Stores) operating results and have pressured
credit protection metrics more than we expected, with elevated risk
of leverage remaining above 6x through fiscal year 2018.
S&P Global Ratings revised its outlook on BDF Acquisition Corp. to
negative from stable and affirmed the 'B' corporate credit rating.
S&P said, "At the same time, we affirmed the 'B' issue-level rating
on the senior secured first-lien term loan facility due 2021. The
recovery rating is '3' indicating our expectation for meaningful
(50%-70%; rounded estimate: 60%) recovery in the event of a payment
default.
"We do not rate the $40 million asset-based lending (ABL)revolving
credit facility due 2020.
"The outlook revision primarily reflects the increase in debt due
to growing debt equivalent lease liability in connection with its
new store additions, along with expectations of soft performance in
the coming quarters that would keep credit metrics at current
levels. This includes our expectation for total debt to EBITDA to
remain in the low 6x area and FFO to debt below 12% in the coming
12 months.
"The negative outlook on BDF indicates that we could lower our
ratings over the next 12 months if pressure on operating
performance intensifies, causing operating results to remain
challenged and leading to BDF's inability to reduce leverage to
mid-to-high 5x from current levels.
"We would likely consider a lower rating if we no longer believe
BDF will be able to achieve break-even or positive free operating
cash flow in 2018 and leverage increases to the mid-6x area. For
this to occur, we expect competition would become more intense
resulting in discounting to move the inventory and decline of gross
or EBITDA margins by more than 50 basis points from the current
levels. We would also lower the rating in an event of a
debt-financed dividend to the sponsor.
"We would consider revising the outlook back to stable if
comparable sales accelerate to above 5%, and gross and EBITDA
margins expand more than 150 basis points beyond our expectations,
with leverage declining to mid- to high-5.0x. In this scenario,
the company would continue to benefit from opening profitable new
locations, expanding its market share, and sustaining its direct
purchasing advantage relative to competitors. Positive free
operating cash flow and a further decrease in financial sponsor
ownership would also demonstrate the sustainability of an improved
financial risk profile."
BEST LIFE: A.M. Best Hikes Fin. Strength Rating From B(fair)
------------------------------------------------------------
A.M. Best has upgraded the Financial Strength Rating to B+ (Good)
from B (Fair) and the Long-Term Issuer Credit Rating to "bbb-" from
"bb+" of BEST Life and Health Insurance Company (Austin, TX). The
outlook of these Credit Ratings (ratings) has been revised to
stable from positive.
The rating upgrades reflect BEST Life's evolving business strategy,
improved near-term earnings and maintenance of a favorable level of
risk-adjusted capital. Over the last few years BEST Life shifted
its business strategy, exiting the unprofitable medical and stop
loss lines of business to focus on primarily dental and ancillary
lines of business. As the company began to exit these lines and
shift to more profitable dental products, this improved its
risk-adjusted capitalization. While the level of absolute capital
remains relatively modest, BEST Life has experienced a growth trend
over the last few years. Supporting this capital growth are the
near-term earnings, which have improved, driven by the
profitability in the dental line of business.
Offsetting rating factors include a lack of product and geographic
diversification as the vast majority of the company's net premium
is derived from the dental line of business and over one-half is
derived from six states. Additionally, the dental market is highly
competitive with larger carriers able to bundle dental with their
core products, potentially resulting in pricing pressure and
membership losses. Furthermore, there is some uncertainty in the
Affordable Care Act marketplace, which could negatively impact BEST
Life's top line.
BIG TIME HOLDINGS: DOJ Watchdog Appoints R.J. Musso as Trustee
--------------------------------------------------------------
William K. Harrington, the U.S. Trustee for Region 2, requests the
U.S. Bankruptcy Court for the Eastern District of New York to
approve his appointment of Robert J. Musso, Esq., as chapter 11
trustee in the bankruptcy case of Big Time Holdings, LLC.
The U.S. Trustee has appointed Mr. Musso pursuant to the Court's
Order entered on November 7, 2017, directing the U.S. Trustee to
appoint a Chapter 11 Trustee.
About Big Time Holdings
Big Time Holdings, LLC, filed a Chapter 11 petition (Bankr.
E.D.N.Y. Case No. 17-40960) on March 1, 2017. The petition was
signed by Andrew Jones, President. The Debtor estimated assets and
liabilities between $100,000 and $500,000. The case is assigned to
Judge Nancy Hershey Lord. The Debtor is represented by David Y.
Wolnerman, Esq., at White & Wolnerman PLLC.
BILL BARRETT: Will Sell Uinta Basin Assets for $110 Million
-----------------------------------------------------------
Bill Barrett Corporation has entered into an agreement with
unaffiliated third parties to sell its remaining non-core assets
located in the Uinta Basin for cash proceeds of approximately $110
million. The transaction is expected to close on or before Dec.
31, 2017, and is subject to customary closing conditions and
adjustments. The assets produced approximately 2,300 Boe/d (91%
oil) during the third quarter of 2017 and had estimated proved
reserves of 12 million barrels of oil equivalent (100% proved
developed) as of Dec. 31, 2016.
Chief Executive Officer and President Scot Woodall commented, "This
sale transitions us into a pure-play Denver-Julesburg ("DJ") Basin
company, further streamlines our operational cost structure and
strengthens our balance sheet and liquidity. We have a top-tier
oil position in the DJ Basin with our 2017 capital program
underpinning a strong growth profile in 2018 as we expect to
generate greater than 30% growth from our Northeast Wattenberg
assets. We anticipate that our 2018 capital program will be fully
funded as we exit 2017 with a significant cash position and an
improved leverage ratio."
Tudor, Pickering, Holt & Co. advised the Company with respect to
the Uinta Basin divestiture process.
About Bill Barrett
Bill Barrett Corporation (NYSE: BBG), headquartered in Denver,
Colorado, develops oil and natural gas in the Rocky Mountain region
of the United States. Additional information about the Company may
be found on its website www.billbarrettcorp.com.
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.
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.
* * *
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."
BIOSTAR PHARMACEUTICALS: Incurs $1.3M Net Loss in Second Quarter
----------------------------------------------------------------
Biostar Pharmaceuticals, Inc., filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q reporting a
net loss of $1.31 million on $0 of net sales for the three months
ended Sept. 30, 2017, compared to a net loss of $6.90 million on
$620,138 of net sales for the three months ended June 30, 2016.
For the six months ended Sept. 30, 2017, the Company reported a net
loss of $2.32 million on $0 of net sales compared to a net loss of
$7.52 million on $1.42 million of net sales for the same period
during the prior year.
As of June 30, 2017, Biostar had $40.77 million in total assets,
$5.29 million in total liabilities, all current, and $35.48 million
in total stockholders' equity.
As of June 30, 2017, the Company had $407,410 of cash and negative
working capital of $4,399,847. The Company generated cash flow
from operations even though it incurred a net loss as (1) it
collected outstanding receivables from its trade debtors; and (2)
its net loss includes certain non-cash expenses that are added back
to its cash flow from operations as shown on its condensed
consolidated statements of cash flows.
"We had experienced no sales volume of all Aoxing Pharmaceutical
Products due to the temporarily suspension of production to conduct
maintenance of its production lines to renew its GMP certificates
from 2015," the Company stated in the Quarterly Report. "In
addition, for the upgrade of the production facilities, the
operation of Shaanxi Weinan was temporarily suspended since
December 2016. There is no assurance that the production lines at
Aoxing Pharmaceutical will resume and the renewal of GMP
certificates will occur when anticipated, or even if they are
renewed, we will be able to return to the production levels as
anticipated. Our inability to regain our production levels as
anticipated may have material adverse effects on our business,
operations and financial performance, and the Company may become
insolvent. In addition, the Company already violated its financial
covenants included in its short-term bank loans... Currently, the
Company could still rely on the collection of outstanding debtors
and potential fund raising to meet its obligations."
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/etKRWB
About Biostar Pharmaceuticals
Based in Xianyang, China, Biostar Pharmaceuticals, Inc., develops,
manufactures and markets pharmaceutical and health supplement
products for a variety of diseases and conditions in the People's
Republic of China. Biostar was incorporated in the State of
Maryland on March 27, 2007. The Company became the indirect
holding company for Aoxing Pharmaceutical, a medical and
pharmaceutical developer, manufacturer and marketer in the PRC on
Nov. 1, 2007. Visit www.biostarpharmaceuticals.com for more
information.
Biostar incurred a net loss of $5.69 million in 2016 and a net loss
of $25.11 million in 2015.
Mazars CPA Limited, Certified Public Accountants, in Hong Kong,
issued a "going concern" qualification on the consolidated
financial statements for the year ended Dec. 31, 2016, stating that
the Company had experienced a substantial decrease in sales volume
which resulting a net loss for the year ended Dec. 31, 2016. Also,
part of the Company's buildings and land use rights are subject to
litigation between an independent third party and the Company's
chief executive officer, and the title of these buildings and land
use rights has been seized by the PRC Courts so that the Company
cannot be sold without the Court's permission. In addition, the
Company already violated its financial covenants included in its
short-term bank loans. These conditions raise substantial doubt
about the Company's ability to continue as a going concern.
BLACKFOOT CONSTRUCTION: May Use Up to $160K of Cash Collateral
--------------------------------------------------------------
Judge Robyn L. Moberly of the U.S. Bankruptcy Court for the
Southern District of Indiana authorized Blackfoot Construction
Company to use up to $160,000 in cash collateral on an interim
basis for the purposes of funding expenditures through December 4,
2017 in conformance with the Budget.
A final hearing on the Debtor's Motion for the use of cash
collateral has been scheduled for December 4, 2017 at 10:00 a.m.
Any objections to the Motion must be filed on or before November
30.
On November 13, 2017, Swift Corporation d/b/a Swift Capital
objected to the Debtor's request to use cash collateral on the
basis that, inter alia, Swift Capital owns the Debtor's receivables
pursuant to certain Future Receivables Sales Agreement entered into
between the parties.
Subsequently, at the hearing of the Debtor's Motion, the Parties
reached an agreement as to adequate protection for the Debtor's use
of cash and that the issue of whether Swift Capital owns the
Debtor's receivables could be reserved for a later time.
Additionally, at the hearing, the Debtor advised the Court that
vendor Crown Castle USA Inc. was holding funds due and owing the
Debtor that would have normally been paid to the Debtor in the
ordinary course but for Swift Capital's intervention.
Swift Capital will be granted replacement liens on the cash
collateral to the same extent and priority as Swift Capital enjoyed
prior to the Petition Date. As further adequate protection, the
Debtor will pay Swift Capital $2,500 on or before November 17,
2017, and another $2,500 on or before November 30, 2017.
Swift Capital will release its hold on accounts receivable payable
to the Debtor by Crown Castle without prejudice and will authorize
Crown Castle to pay any accounts receivable owed to the Debtor
directly to the Debtor without further delay. Furthermore, Swift
Capital will authorize Crown Castle to pay any future receivables
to the Debtor directly so long as there is an order in place
allowing the Debtor to utilize Swift Capital's Cash Collateral.
The Debtor is also required to timely provide weekly financial
statements to the U.S. Trustee and to counsel for Swift Capital.
The weekly statements will include, but not be limited to, a
comparison of the Debtor’s actual financial performance versus
the Debtor's budgeted financial performance, updated asset
valuations, and balance sheet.
A full-text copy of the Order, dated November 16, 2017, is
available for free at https://is.gd/Y56wTt
About Blackfoot Construction
Blackfoot Construction Company, d/b/a Blackfoot Solutions, owns and
operates a construction company located in Noblesville, Indiana.
It constructs and maintains cell phone towers and facilities as
well as provides installation services to telecommunication
providers. It was incorporated on Dec. 9, 2004, in Dyersburg,
Tennessee, under different ownership. Its current owner acquired
the Debtor in 2007 and started operating the business out of his
residence in Fishers, Indiana. It has been located in Noblesville,
Indiana since March of 2014. It has 15 employees.
Blackfoot Construction Company filed for Chapter 11 bankruptcy
protection (Bankr. S.D. Ind. Case No. 17-08448-11) on Nov. 8,
2017.
The Debtor is represented by:
David R. Krebs, Esq.
John J. Allman, Esq.
HESTER BAKER KREBS LLC
One Indiana Square, Suite 1600
Indianapolis, IN 46204
Tel: (317) 833-3030
Fax: (317) 833-3031
E-mail: dkrebs@hbkfirm.com
jallman@hbkfirm.com
No trustee or examiner has been appointed in the Chapter 11 case.
No committee of unsecured creditors has yet been appointed in this
Chapter 11 case.
BON-TON STORES: S&P Lowers CCR to 'CCC' on Constrained Liquidity
----------------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on the York,
Pa.-based department store operator The Bon-Ton Stores Inc. to
'CCC' from 'CCC+'. The outlook is negative.
S&P said, "At the same time, we lowered the issue-level rating on
the company's second-lien senior secured notes to 'CCC-' from
'CCC', commensurate with the corporate credit rating. The '5'
recovery rating remains unchanged, indicating our expectation for
modest recovery toward the lower end of the 10% to 30% (rounded
estimate: 10%) range in the event of a payment default or
bankruptcy.
"The downgrade reflects our view that Bon-Ton could pursue a debt
restructuring to address its capital structure over the next 12
months. We believe Bon-Ton's existing capital structure is
unsustainable given our expectation for persistently negative free
operating cash flow, continued pressure on operating performance,
and diminishing revolver excess availability over time. There are
no maturities over the next 12 months.
"The negative outlook reflects our belief that Bon-Ton's operating
performance will remain under pressure and the company could choose
to enter into a debt restructuring over the next 12 months. The
outlook also reflects our expectation for significant negative free
operating cash flow and increasing liquidity constrains.
"We could lower the ratings if the company announces a
restructuring over the next 12 months. We could also lower the
rating if deteriorating operating performance constrains liquidity
further and cash use accelerates such that we envision a default as
increasingly likely over the near term.
"Although unlikely over the next several quarters, we could raise
the rating or revise the outlook to stable if the company
meaningfully strengthens operating performance such that the
company's liquidity position improves. We would also need to
believe the prospects for a restructuring are unlikely under such a
scenario."
BRIDAN 770: U.S. Trustee Unable to Appoint Committee
----------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Bridan 770, LLC, and JXB 84
LLC, as of Nov. 16, according to a court docket.
About Bridan 770, LLC
Bridan 770, LLC, filed a Chapter 11 bankruptcy petition (Bankr.
S.D. Fla. Case No. 17-20940) on August 29, 2017, disclosing under
$1 million in both assets and liabilities. The Debtor is
represented by Joel M. Aresty, Esq., P.A.
CALMARE THERAPEUTICS: Delays Third Quarter Form 10-Q
----------------------------------------------------
Calmare Therapeutics Incorporated was unable, without unreasonable
effort or expense, to file its quarterly report on Form 10-Q for
the period ended Sept. 30, 2017 by the Nov. 15, 2017 filing date
applicable to smaller reporting companies due to a delay
experienced by the Registrant in completing its financial
statements and other disclosures in the Quarterly Report. As a
result, the Company said it is still in the process of compiling
required information to complete the Quarterly Report and its
independent registered public accounting firm requires additional
time to complete its review of the financial statements for the
period ended Sept. 30, 2017 to be incorporated in the Quarterly
Report. The Registrant anticipates that it will file the Quarterly
Report no later than the fifth calendar day following the
prescribed filing date.
About Calmare Therapeutics
Calmare Therapeutics Incorporated, formerly known as Competitive
Technologies, Inc. -- http://www.calmaretherapeutics.com/--
provides distribution, patent and technology transfer, sales and
licensing services focused on the needs of its customers and
matching those requirements with commercially viable product or
technology solutions. Sales of the Company's Calmare(R) pain
therapy medical device continue to be the major source of revenue
for the Company. The Company currently employ the full-time
equivalent of seven people.
Mayer Hoffman McCann CPAs, issued a "going concern" opinion in its
report on the consolidated financial statements for the year ended
Dec. 31, 2016, noting that the Company has incurred operating
losses since fiscal year 2006 and has a working capital and
shareholders' deficit at Dec. 31, 2016. These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.
Calmare reported a net loss of $3.82 million for the year ended
Dec. 31, 2016, compared to a net loss of $3.67 million for the year
ended Dec. 31, 2015.
As of Dec. 31, 2016, Calmare had $3.88 million in total assets,
$17.69 million in total liabilities, all current, and a total
shareholders' deficit of $13.81 million.
CAMBER ENERGY: Sells Permian Acreage to Fortuna for $2.2M
---------------------------------------------------------
Camber Energy (through its subsidiary, Camber Permian LLC) and NFP
Energy LLC, its joint venture partner, sold oil and gas properties
totaling approximately 2,452 acres in Gaines County, Texas, to
Fortuna Resources Permian, LLC, for $1,000 per acre or an aggregate
of $2,206,718 payable to the Company (with $245,213 payable to
NFP), pursuant to the terms of a letter agreement and an
Assignment, Bill of Sale and Conveyance to Fortuna, both dated Nov.
9, 2017 and effective Nov. 1, 2017. This acreage, part of the
Company's "Jackrabbit" acreage, targeted the San Andres formation
in the Permian Basin. Additionally, the Company and NFP jointly
terminated their venture.
With the proceeds from the sale, the Company paid the 1st lien
holders including Alan Dreeben (a former director of the Company)
and 2nd lien holder Vantage Fund, LLC, thus reducing its
liabilities by $1,518,924 and paid NFP $662,072 to terminate the
joint venture agreement. The Company maintains a 90% ownership
position in the remaining 1,100 acres in the area. The net
proceeds from the sale to the Company totaled $25,914.
Additionally, the Company has entered into a nonbinding letter of
intent to acquire a 95% net working interest position in 3,220 net
acres in Yoakum County, Texas, within a 6,000 acre area of mutual
interest (AMI) in the Permian Basin. The Company intends to enter
into an agreement with a joint venture partner within the AMI with
the plan to initiate a drilling program on this acreage, targeting
the San Andres formation, during the first half of 2018, subject to
the transaction closing by year end.
"Camber decided to sell the Jackrabbit, Gaines County acreage, to
reposition the Company on what it believes is geologically lower
risk, productive acreage with lower lease costs and the potential
for significant improvement in drilling, completion and operating
costs and efficiencies," stated Richard Azar II, acting CEO of
Camber.
"The San Andres formation has a very large footprint in the
Permian. Camber's potential new acquisition of the Yoakum County
acreage working interest may provide Camber with an opportunity to
better position its Permian exploration and production plans and
implement its core expertise in using horizontal drilling,
dewatering, and depressurizing reservoirs to extract residual
hydrocarbons from prime productive Residual Oil Zones (ROZ)," Mr.
Azar continued.
About Camber Energy
Based in San Antonio, Texas, Camber Energy, Inc. (NYSE American:
CEI) -- http://www.camber.energy.com/-- is a growth-oriented,
independent oil and gas company engaged in the development of crude
oil, natural gas and natural gas liquids in the Hunton formation in
Central Oklahoma in addition to anticipated project development in
the San Andres formation in the Permian Basin.
Lucas Energy changed its name to Camber Energy, Inc., effective
Jan. 5, 2017, to more accurately reflect the Company's strategic
shift from its Austin Chalk and Eagleford roots to an expanding
addition of shallow oil and gas reserves with longer-lived,
lower-risk production profiles.
Camber reported a net loss of $89.12 million on $5.30 million of
total net operating revenues for the year ended March 31, 2017,
compared to a net loss of $25.44 million on $968,146 of total net
operating revenues for the year ended March 31, 2016.
GBH CPAs, PC -- http://www.gbhcpas.com/-- in Houston, Texas,
issued a "going concern" opinion on the consolidated financial
statements for the year ended March 31, 2017, citing that the
Company has incurred significant losses from operations and had a
working capital deficit at March 31, 2017. These factors raise
substantial doubt about the Company's ability to continue as a
going concern, the auditors said.
CAMBER ENERGY: Will Hold Its Annual Meeting on January 3
--------------------------------------------------------
Camber Energy, Inc., corrected its previous press release dated
Nov. 13, 2017, whereby it announced that it had scheduled its 2018
Annual Meeting of Stockholders to be held on Wednesday, Jan. 3,
2018 at 11 A.M. local time at the Courtyard by Marriott at 8615
Broadway Street, San Antonio, Texas 78217.
The record date for determination of stockholders entitled to vote
at the meeting, and any adjournment thereof, is planned to be set
on or around the close of business on Nov. 17, 2017. More
information regarding the Company's 2018 Annual Meeting of
Stockholders is disclosed in the Company's preliminary proxy
statement which the Company filed with the Securities and Exchange
Commission on Thursday, Nov. 9, 2017.
To be timely, pursuant to the company's Bylaws, as amended, and
Rule 14a-8 of the Securities Exchange Act of 1934, as amended, any
notice of business or nominations with respect to the 2018 Annual
Meeting of Stockholders must be received by the Company at its
principal executive offices at 4040 Broadway, Suite 425, San
Antonio, Texas 78209, Attention: Corporate Secretary by no later
than 5:00 p.m., Central Time, on Nov. 22, 2017. Any such
stockholder proposal must be submitted and must comply with the
applicable rules and regulations of the Securities and Exchange
Commission, including Rule 14a-8 of the Securities Exchange Act of
1934, as amended, and the Company's Bylaws, as amended.
About Camber Energy
Based in San Antonio, Texas, Camber Energy, Inc. (NYSE American:
CEI) -- http://www.camber.energy.com/-- is a growth-oriented,
independent oil and gas company engaged in the development of crude
oil, natural gas and natural gas liquids in the Hunton formation in
Central Oklahoma in addition to anticipated project development in
the San Andres formation in the Permian Basin.
Lucas Energy changed its name to Camber Energy, Inc., effective
Jan. 5, 2017, to more accurately reflect the Company's strategic
shift from its Austin Chalk and Eagleford roots to an expanding
addition of shallow oil and gas reserves with longer-lived,
lower-risk production profiles.
Camber reported a net loss of $89.12 million on $5.30 million of
total net operating revenues for the year ended March 31, 2017,
compared to a net loss of $25.44 million on $968,146 of total net
operating revenues for the year ended March 31, 2016.
GBH CPAs, PC -- http://www.gbhcpas.com/-- in Houston, Texas,
issued a "going concern" opinion on the consolidated financial
statements for the year ended March 31, 2017, citing that the
Company has incurred significant losses from operations and had a
working capital deficit at March 31, 2017. These factors raise
substantial doubt about the Company's ability to continue as a
going concern, the auditors said.
CAMPERWORLD INC: Gets Court's Nod to Borrow $40K From Souvall
-------------------------------------------------------------
The Hon. William T. Thurman of the U.S. Bankruptcy Court for the
District of Utah has granted Camperworld, Inc., permission to
obtain post-petition financing from Souvall Management, Inc.
A copy of the court order is available at:
http://bankrupt.com/misc/utb17-27764-45.pdf
As reported by the Troubled Company Reporter on Nov. 1, 2017, the
Debtor sought court authorization to obtain $40,000 in
post-petition financing from Souvall Management. $20,000 is to be
used solely for allowed administrative expenses of the Debtor's
counsel, Clyde Snow & Sessions and the remaining $20,000 is to be
used by the Debtor for ordinary and necessary expenses during the
bankruptcy case.
About Camperworld Inc.
Camperworld, Inc., is a Utah corporation with its principal place
of business in West Jordan, Utah. It owns and operates
recreational vehicle resorts at various locations.
Camperworld sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Utah Case No. 17-27764) on Sept. 6, 2017. At the
time of the filing, the Debtor estimated assets and liabilities of
$1,000,001 to $10 million. Judge William T. Thurman presides over
the case. James W. Anderson, Esq., and Victoria B. Finlinson,
Esq., at Clyde Snow & Sessions, serve as counsel to the Debtor.
CAROUSEL OF LANGUAGES: Tax Claims Be Paid Every Quarter in 5 Yrs.
------------------------------------------------------------------
Carousel of Languages, LLC, filed with the U.S. Bankruptcy Court
for the Southern District of New York a second amended disclosure
statement dated Nov. 8, 2017, in connection with its second amended
plan of reorganization, dated Nov. 8, 2017.
Allowed Priority Tax Claims pursuant to Section 507(a)(8) of the
Bankruptcy Code will be paid in full in over not more than five
years, in equal quarterly installments, from the Petition Date,
with interest at the rate established by the Internal Revenue
Service pursuant to 26 U.S.C. Section 6621 or such other relevant
statute.
As reported by the Troubled Company Reporter on Oct. 23, 2017, the
Debtor filed with the Court an amended disclosure statement dated
Oct. 2, 2017, in connection with its amended plan of
reorganization, dated Oct. 2, 2017. In the previous disclosure
statement, Allowed Priority Tax Claims pursuant to Section
507(a)(8) of the Bankruptcy Code will be paid in full in over not
more than five years, in equal quarterly installments, from the
Confirmation Date, with interest at the rate established by the
Internal Revenue Service pursuant to 26 U.S.C. Section 6621 or such
other relevant statute.
Early in the Chapter 11 proceeding, the New York Business
Development Corporation filed a proof of claim asserting a secured
claim against the Debtor's assets in the amount of $34,000. After
discussions with counsel for NYBDC, NYBDC confirmed with the
Debtor's counsel by electronic mail on Nov. 8, 2017, that it will
be amending its claim to an unsecured claim. Treatment of the
unsecured claim of the NYBDC will be provided for in the Debtor's
Chapter 11 Plan along with the Debtor's other unsecured creditors.
A copy of the Second Amended Disclosure Statement is available at:
http://bankrupt.com/misc/nysb15-12851-80.pdf
About Carousel of Languages
Carousel of Languages LLC filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 15-12851) on Oct. 22, 2015, estimating less than
$500,000 in assets and debt.
Arlene Gordon-Oliver, Esq., at Arlene Gordon-Oliver & Associates,
PLLC, serves as the debtor's bankruptcy counsel.
CC CARE LLC: Court Issues 2nd Interim Cash Collateral Use Order
---------------------------------------------------------------
Judge Janet S. Baer of the U.S. Bankruptcy Court for the Northern
District of Illinois entered a second agreed interim order
authorizing CC Care, LLC, and its affiliates to use cash collateral
on an interim basis.
The hearing to consider entry of a final order authorizing use of
cash collateral will be held on November 30 , 2017 at 10:00 a.m.
Objections to entry of a final order authorizing use of cash
collateral are due by November 28.
The Debtors, together with certain non-debtor affiliates, the
Lenders Party from time to time (AR Lenders), and MidCap Funding IV
Trust (f/k/a MidCap Funding IV, LLC) as assignee of Midcap
Financial Trust (f/k/s MidCap Financial, LLC) and successor
administrative agent entered into that certain Credit and Security
Agreement that was amended numerous times through the present. The
AR Lenders' Prepetition Obligations are secured by the accounts
receivable of the Operating Debtors. As of the Petition Date, the
AR Lenders assert that they were owed approximately $8,500,000 in
revolving loan principal obligations, plus interest, fees, costs
and expenses.
The AR Lenders are granted valid and perfected, replacement
security interests in and liens on all of the Debtors' right, title
and interest in to and under the collateral. The AR Lenders are
also granted an administrative expense claim with priority in
payment over any and all administrative expenses of the kinds, if
and to the extent the adequate protection of the interests of the
AR Lenders in the collateral proves inadequate.
Moreover, the Debtors are required to:
(a) deliver to the AR Lenders such financial and other
information concerning the business and affairs of the Debtors, as
the AR Lenders will reasonably request from time to time;
(b) provide the AR Lenders with detailed information as to the
extent and composition of the collateral and any collections
thereon;
(c) maintain insurance on the collateral to cover its assets
from fire, theft and other damage; and
(d) maintain the collateral and their businesses in good
repair.
A full-text copy of the Second Agreed Interim Order, dated November
16, 2017, is available for free at https://is.gd/tb4zzl
Counsel for AR Lenders:
Michael M. Eidelman, Esq.
Vedder Price P.C.
222 N. LaSalle St., Suite 2600
Chicago, Illinois 60601
Counsel for Statutory Committee:
Shelly A. DeRousse, Esq.
Freeborn & Peters
311 South Wacker Drive, Suite 300
Chicago, Illinois 60606
Counsel for HUD:
Michael J. Kelly, Esq.
U.S. Department of Justice
U.S. Attorney's Office
219 S. Dearborn Street, Room 500 2600
Chicago, Illinois 60604
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.
CC CARE LLC: U.S. Trustee Forms Seven-Member Committee
------------------------------------------------------
Patrick S. Layng, U.S. Trustee for the Northern District of
Illinois, on Nov. 16 appointed seven creditors to serve on the
official committee of unsecured creditors in the Chapter 11 cases
of CC Care, LLC, and its affiliates.
The committee members are:
(1) Brad Boe
Performance Food Group, Inc.
8001 TPC Road
Rock Island, IL 61204
(2) Pat Comstock
Illinois Council on Long Term Care
203 N. LaSalle Street, Suite 2100
Chicago, IL 60601
(3) Brian Fitzsimmons
Fitzsimmons Surgical Supply, Inc.
4220 W. 166th Street
Oak Forest, IL 60452
(4) Nancy Jennings
RehabCare Group East, Inc.
7733 Forsyth Boulevard, Suite 1700
St. Louis, MO 63105
(5) Janis Jones
ONR National, Speech Pathology, Inc.
1101 S. Capital of Texas Highway, Building G200
Austin, TX 78746
(6) Dick Krause
Pharmore Drugs, LLC
3412 W. Touhy Avenue
Skokie, IL 60076
(7) Donald Torres
Medline Industries, Inc.
Three Lakes Drive
Northfield, IL 60093
Mr. Boe is the interim Creditors' Committee Chairperson.
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 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.
CD&R HYDRA: S&P Assigns 'B' CCR on Acquisition of SunSource
-----------------------------------------------------------
LJSS Holdings Inc. (SunSource), the parent of Illinois-based
fluid-power and motion-control distributor STS Operating Inc., has
entered into an agreement to be acquired by CD&R Hydra Buyer Inc.,
an affiliate of private-equity firm Clayton, Dubilier & Rice. As
part of the leveraged buyout financing, CD&R Hydra Buyer Inc.
intends to issue a $235 million, seven-year first-lien term loan
and will also put in place a $50 million, five-year first-lien
revolving credit facility, which is expected to be undrawn at
close.
S&P Global Ratings assigned its 'B' corporate credit rating to CD&R
Hydra Buyer Inc. The outlook is stable.
S&P said, "At the same time, we assigned our 'B' issue-level rating
to CD&R Hydra Buyer's proposed seven-year first-lien term loan. The
recovery rating is '3', indicating our expectation for meaningful
(50%-70%; rounded estimate: 55%) recovery for lenders in the event
of a payment default."
The company intends to use these debt proceeds, along with an
equity contribution from Clayton, Dubilier & Rice, to purchase LJSS
Holdings Inc. and pay fees and expenses.
S&P's ratings on CD&R Hydra Buyer reflect its view of the company's
small size in the highly cyclical, fragmented, and competitive $12
billion North American power distribution market, significant
supplier concentration (top 10), and potential for aggressive
financial policies stemming from the company's financial sponsor
ownership.
S&P Global Ratings' stable outlook on CD&R Hydra Buyer Inc.
reflects our expectation that a continued recovery in its
industrial and energy markets, alongside lower overhead costs
should support improved profitability metrics and allow the company
the company to reduce its S&P Global Ratings' adjusted leverage to
the low-5x range, or better over the next 12 months. It also
incorporates our expectation that the company's financial policy
will remain sufficiently conservative to maintain leverage below
6.5x, even as it pursues acquisitions.
S&P said, "We could lower the rating if CD&R Hydra Buyer
experiences worse-than-expected operating performance or if the
company adopts a more aggressive financial policy, pushing leverage
significantly above 7x for a sustained period.
"We could raise the ratings if stronger-than-expected operating
performance leads to improved credit measures, including a leverage
metric below 5x, and the company demonstrates less aggressive
financial policies that support sustaining this level of leverage."
CENTERTON WATERWORKS: Moody's Hikes 2014 Rev Bonds Rating From Ba2
------------------------------------------------------------------
Moody's Investors Service has upgraded to Baa3 from Ba2 the rating
on the City of Centerton Waterworks and Sewer Commission's, AR
Water and Sewer System revenue bonds, affecting $9.7 million in
Series 2014 Revenue Bonds. The system has an additional $8 million
in debt that is unrated by Moody's. The outlook is stable.
The upgrade to Baa3 reflects the system's significant improvement
of debt service coverage due largely to a much needed rate increase
that took effect in fiscal 2016. Additionally, the rating takes
into account the district's stable customer base that has
experienced steady growth. The Baa3 also reflects the system's
planned use of reserves for capital projects which is expected to
decrease liquidity.
Rating Outlook
The stable outlook reflects the adopted rate increases for fiscal
2016 and Moody's expectation that debt service coverage will remain
above 1 times. The outlook also reflects the system's transfer of
wastewater treatment to the City of Decatur; which should help to
stabilize expenses that had previously been volatile. The outlook
also reflects the expectation that the system's expanded customer
base will remain stable.
Factors that Could Lead to an Upgrade
- Trend of stable financial performance leading to consistent
debt service coverage
- Improved liquidityDecline of the system's debt profile
Factors that Could Lead to a Downgrade
- Significant decline of debt service coverage
- Significant decline of liquidity due to the use of reserves to
cash fund capital projects
Legal Security
The Bonds are special obligations payable solely from and secured
by a pledge of the revenues derived from operation of the System.
Use of Proceeds
N/A
Obligor Profile
The system serves an area of 72 square miles. The City of Centerton
is in Benton County, Arkansas, and is organized and existing under
the laws of the State of Arkansas. The City is located in the
northwest part of the State and is approximately 210 miles
northwest of Little Rock, Arkansas. It is four miles west of
Bentonville, Arkansas and five miles north of the Northwest
Arkansas Regional Airport.
Methodology
The principal methodology used in this rating was US Municipal
Utility Revenue Debt published in October 2017.
COBALT INTERNATIONAL: Appoints Energy Future CEO to Board
---------------------------------------------------------
The Board of Directors of Cobalt International Energy, Inc. has
appointed Mr. Paul Keglevic as a member of the Board. Mr.
Keglevic's initial term was effective Nov. 21, 2017, and will
expire at the Company's 2018 Annual Meeting of Stockholders. In
addition, Mr. Keglevic will serve on the Audit Committee of the
Board.
Mr. Keglevic, 63, has over 40 years of experience with public
companies across several industry sectors, including utilities,
telecom, transportation and real estate. Mr. Keglevic currently
serves as the chief executive officer of Energy Future Holdings
Corp. and as a member of the board of directors of Stellus Capital
Investment Corporation. From June 2008-October 2016, Mr. Keglevic
served as executive vice president and chief financial officer of
Energy Future Holdings Corp. Mr. Keglevic was a partner at
PricewaterhouseCoopers LLP, an accounting firm, where he worked
from July 2002-July 2008. Mr. Keglevic received his B.S. in
accounting from Northern Illinois University and is a certified
public accountant.
The Compensation Committee of the Board has determined that it is
in the best interest of the Company to compensate its non-employee
directors solely in cash, as permitted by the previously filed
Second Amended and Restated Non-Employee Directors Compensation
Plan. As such, Mr. Keglevic will receive aggregate compensation of
$275,000 (prorated to $34,375 for the remainder of calendar year
2017). Non-employee director compensation is paid quarterly in
advance. In addition, each disinterested non-employee director is
entitled to receive a fee of $500 per hour for services and
activities performed outside the normal scope of activities
ordinarily performed by a director. The maximum amount that such
director may bill to the Company on a daily basis is $4,000.
About Cobalt International
Formed in 2005 and headquartered in Houston, Texas, Cobalt
International Energy, Inc., is an independent exploration and
production company with operations currently focused in the
deepwater U.S. Gulf of Mexico. In January 2016, the Company
achieved initial production of oil and gas from the Heidelberg
field. The Company's exploration efforts in the U.S. Gulf of
Mexico have resulted in four oil and gas discoveries including the
North Platte, Shenandoah, Anchor, and Heidelberg fields, each of
which are in various stages of appraisal and development. The
Company also has a non-operated interest in the Diaba Block
offshore Gabon.
Cobalt International reported a net loss of $2.34 billion for the
year ended Dec. 31, 2016, a net loss of $694.43 million for the
fiscal year ended Dec. 31, 2015, and a net loss of $510.76 million
for the year ended Dec. 31, 2014. As of Sept. 30, 2017, Cobalt
International had $1.69 billion in total assets, $3.16 billion in
total liabilities and a total stockholders' deficit of $1.47
billion.
Ernst & Young LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2016, stating that the Company has near-term
liquidity constraints that raises substantial doubt about its
ability to continue as a going concern.
COBALT INTERNATIONAL: Fails to Comply with NYSE's Bid Price Rule
----------------------------------------------------------------
Cobalt International Energy, Inc., announced that on Nov. 14, 2017,
it was notified by The New York Stock Exchange that Cobalt is no
longer in compliance with certain continued listing standards that
are applicable to Cobalt. Cobalt's 30-day average closing share
price as of Nov. 13, 2017 was $0.95, in violation of the listing
standard set forth in Section 802.01C of the NYSE Listed Company
Manual. This standard requires the trailing 30-day average closing
share price to remain at or above $1.00.
As outlined in Section 802.01C of the NYSE Listed Company Manual,
upon receiving notice, Cobalt has a six-month cure period to regain
compliance. Within this cure period, Cobalt must have a closing
share price of $1.00 or higher on the last trading day of a given
month or at the end of the cure period. In addition, Cobalt's
coinciding trailing 30-day average closing share price must also be
$1.00 or higher.
Cobalt has notified the NYSE of its intention to regain compliance
within the six-month cure period. During the cure period, Cobalt's
stock will continue to be listed on the NYSE, subject to its
ability to remain in compliance with other continued listing
standards. The notice received from the NYSE does not affect the
ongoing business of Cobalt, nor does it trigger any violations,
including any event of default, of its secured or unsecured debt
obligations.
About Cobalt
Cobalt is an independent exploration and production company active
in the deepwater U.S. Gulf of Mexico and offshore West Africa.
Cobalt was formed in 2005 and is headquartered in Houston, Texas.
Visit www.cobaltintl.com for more information.
Cobalt International reported a net loss of $2.34 billion for the
year ended Dec. 31, 2016, a net loss of $694.43 million for the
fiscal year ended Dec. 31, 2015, and a net loss of $510.76 million
for the year ended Dec. 31, 2014. As of Sept. 30, 2017, Cobalt had
$1.69 billion in total assets, $3.16 billion in total liabilities
and a total stockholders' deficit of $1.47 billion.
Ernst & Young LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2016, stating that the Company has near-term
liquidity constraints that raises substantial doubt about its
ability to continue as a going concern.
COMBIMATRIX CORP: Closes Merger with Invitae
--------------------------------------------
Invitae Corporation has completed its acquisition of CombiMatrix,
which specializes in providing genetic information for prenatal
diagnosis, miscarriage analysis and diagnosis of pediatric
developmental disorders, establishing Invitae as a new leader in
family and reproductive genetic health services.
"With the addition of CombiMatrix to Invitae, we have completed our
entry into prenatal and perinatal genetics, currently the
second-largest category of genetic testing services. Our
integrated offering will build on the expertise and technologies
developed by CombiMatrix to offer customers the most comprehensive
offering from a single provider in the category," said Sean George,
chief executive officer of Invitae. "Invitae's platform now
delivers comprehensive genetic information services that support
the use of genetics in mainstream medical care throughout all
stages of life."
CombiMatrix leverages cytogenomic and cytogenetic technologies such
as single nucleotide polymorphism chromosomal microarray analysis
and next generation sequencing, supported by long-standing
expertise in technically challenging sample types, to provide
in-depth answers for patients and clinicians addressing complex
reproductive health questions.
"Access to actionable genetic information is essential for
monitoring pregnancies, particularly for women going through IVF or
facing recurrent miscarriages," said Robert Nussbaum, MD, chief
medical officer of Invitae. "Our integrated platform and
world-class expertise can provide genetic information that helps
women and their clinicians with some of the most important
decisions of their lives today, even as we continue to advance the
understanding of the role genetics plays in having healthy
pregnancies."
In connection with the closing, Invitae issued approximately $21.2
million in shares of its common stock to former CombiMatrix
securityholders, or approximately 2.7 million shares. Together
with the approximately 1.7 million shares of Invitae common stock
underlying CombiMatrix Series F warrants assumed in the Merger, the
transaction has a total enterprise value of approximately $34.9
million.
The acquisition of CombiMatrix complements Invitae's recent
acquisition of another reproductive genetics company, Good Start
Genetics, to establish a category-leading menu with the breadth and
depth needed to provide comprehensive support for women, their
partners and clinicians to use genetic information when considering
their reproductive health options, from carrier screening to
preimplantation genetic screening and diagnosis to newborn
diagnostics.
Transaction Details
At the closing of the Merger, Invitae issued shares of its common
stock to (i) CombiMatrix's common stockholders, at an exchange
ratio of 0.8692 of a share of Invitae common stock for each share
of CombiMatrix common stock outstanding immediately prior to the
Merger, (ii) CombiMatrix's Series F preferred stockholders, at the
Merger Exchange Ratio for each share of CombiMatrix common stock
underlying Series F preferred stock outstanding immediately prior
to the Merger, (iii) holders of outstanding and unexercised
in-the-money CombiMatrix stock options, which were fully
accelerated to the extent of any applicable vesting period and
converted into the right to receive a number of shares of Invitae
common stock adjusted for the Merger Exchange Ratio and reduced by
the aggregate exercise price, and (iv) holders of outstanding and
unsettled CombiMatrix restricted stock units, which were fully
accelerated to the extent of any applicable vesting period and
converted into the right to receive a number of shares of Invitae
common stock adjusted for the Merger Exchange Ratio. No fractional
shares were issued in connection with the Merger and Invitae will
pay cash in lieu of any such fractional shares. The Merger
Exchange Ratio was determined through arm's-length negotiations
between Invitae and CombiMatrix.
In addition, at the closing of the Merger, (a) all outstanding and
unexercised out-of-the money CombiMatrix stock options were
cancelled and terminated without the right to receive any
consideration, (b) all CombiMatrix Series D Warrants and Series F
Warrants outstanding and unexercised immediately prior to the
closing of the Merger were assumed by Invitae and converted into
warrants to purchase the number of shares of Invitae common stock
determined by multiplying the number of shares of CombiMatrix
common stock subject to such warrants by the Merger Exchange Ratio,
and with the exercise price adjusted by dividing the per share
exercise price of the CombiMatrix common stock subject to such
warrants by the Merger Exchange Ratio, and (c) certain entitlements
under CombiMatrix's executive compensation transaction bonus plan
(the "Transaction Bonus Plan") were paid in shares of Invitae
common stock or RSUs to be settled in shares of Invitae common
stock. All outstanding and unexercised CombiMatrix Series A,
Series B, Series C, Series E, and PIPE warrants were repurchased by
CombiMatrix prior to closing pursuant to that certain CombiMatrix
Common Stock Purchase Warrants Repurchase Agreement dated July 11,
2016.
Invitae's previously announced offer to exchange each outstanding
Series F warrant to acquire one share of common stock of
CombiMatrix for 0.3056 of a share of Invitae common stock expired
at 12:00 midnight (one minute after 11:59 p.m.), New York City
time, on Nov. 13, 2017. Because the minimum tender condition of
90% was not achieved in the Exchange Offer, Invitae did not accept
any of the CombiMatrix Series F warrants that were tendered in the
Exchange Offer prior to its expiration. Accordingly, any
CombiMatrix Series F warrants that were tendered will be promptly
returned to the holder by the exchange agent.
Invitae issued an aggregate of 2,726,324 shares of its common stock
and 214,976 RSUs in connection with the Merger (including shares
and RSUs issued pursuant to the Transaction Bonus Plan).
Immediately after the Merger, (i) there were approximately 52.9
million shares of Invitae common outstanding, (ii) the former
CombiMatrix securityholders and executives owned approximately 8.6%
of the fully-diluted common stock of the combined company, and
(iii) Invitae securityholders, whose shares of Invitae capital
stock remain outstanding after the Merger, owned approximately
91.4% of the fully-diluted common stock of the combined company.
Upon completion of the Merger, CombiMatrix became a wholly owned
subsidiary of Invitae. As a result, the CombiMatrix common stock
and Series F warrants will cease trading on the Nasdaq Capital
Market and will be delisted. On Nov. 15, 2017, Nasdaq filed with
the Securities and Exchange Commission separate Form 25 to remove
from listing or registration the Company's Warrant and Common Stock
on the Exchange.
Each of R. Judd Jessup, Mark McDonough, Robert E. Hoffman, Lale
White, Jeremy M. Jones and Dirk van den Boom ceased serving as
members of Combimatrix's board of directors and any committee
thereof, and (ii) each of Mark McDonough and Scott R. Burell ceased
serving as officers of the Company.
Following the Merger and pursuant to the terms of the Merger
Agreement, at the Effective Time, the size of Combimatrix's board
of directors was reduced to one member and Lee Bendekgey was
appointed as the sole member of the Company's board of directors.
Following the Merger and pursuant to the terms of the Merger
Agreement, at the Effective Time, the sole officer of Merger Sub
immediately prior to the effective time of the Merger became the
sole officer of the Company, with Mr. Bendekgey appointed as chief
executive officer, president, chief financial officer and secretary
of the Company.
About Invitae
Invitae Corporation is a genetic information company. Invitae's
mission is to bring comprehensive genetic information into
mainstream medical practice to improve the quality of healthcare
for billions of people. Invitae's goal is to aggregate the world's
genetic tests into a single service with higher quality, faster
turnaround time, and lower prices. For more information, visit its
website at invitae.com.
About CombiMatrix Corporation
CombiMatrix Corporation -- http://www.combimatrix.com/-- provides
molecular diagnostic solutions and comprehensive clinical support
to foster the highest quality in patient care. CombiMatrix
specializes in pre-implantation genetic diagnostics and screening,
prenatal diagnosis, miscarriage analysis and pediatric
developmental disorders, offering DNA-based testing for the
detection of genetic abnormalities beyond what can be identified
through traditional methodologies. The Company's testing focuses
on advanced technologies, including single nucleotide polymorphism
chromosomal microarray analysis, next-generation sequencing,
fluorescent in situ hybridization and high resolution karyotyping.
CombiMatrix reported a net loss attributable to common stockholders
of $5.78 million for the year ended Dec. 31, 2016, a net loss of
$7.65 million in 2015, and a net loss of $8.70 million in 2014.
The Company had $7.73 million in total assets, $2.46 million in
total liabilities and $5.27 million in total stockholders' equity
as of Sept. 30, 2017.
* * *
This concludes the Troubled Company Reporter's coverage of
Combimatrix until facts and circumstances, if any, emerge that
demonstrate financial or operational strain or difficulty at a
level sufficient to warrant renewed coverage.
CORBETT-FRAME INC: Allowed to Use Cash Collateral Until Nov. 30
---------------------------------------------------------------
Judge Gregory R. Schaaf of the U.S. Bankruptcy Court for the
Eastern District of Kentucky authorized Corbett-Frame, Inc. to use
cash collateral from November 1 through November 30, 2017 only in
accordance with the Court's interim order.
Judge Schaaf also authorized a carve-out for the Debtor's counsel,
its accountants or other professionals (subject to employment
applications). However, before any carve-out payments to
professionals are made, the adequate protection payments to US Bank
and David Yurman Enterprises LLC must be timely paid. Furthermore,
Judge Schaaf approved a carve-out for payment of the U.S. Trustee
fees.
As adequate protection for any diminution in the value of their
respective interests in the cash collateral, US Bank and David
Yurman are each granted a replacement lien, of the same type of
property/collateral as existed prepetition, subject only to any
valid and enforceable, perfected, and non-avoidable liens of other
secured creditors as indicated in previous orders.
As additional adequate protection, the Debtor will continue to
account for all cash use, and the proposed cash use as set forth in
the Budget as being incurred primarily to preserve property of the
Estate. The Debtor will make the adequate protection payments to US
Bank and David Yurman as set forth on the Budget on or before
November 25, 2017.
The adequate protection payment to David Yurman will be conditioned
on David Yurman's acceptance from the Debtor of special orders made
by customer request on a prepayment only basis, subject to a cap of
$200,000, through January 31, 2018. David Yurman will be under no
obligation to ship any special order to the Debtor until such time
as it receives the DY Payment in accordance with the terms of the
Order. Thereafter, upon the indefeasible payment in full for any
special order, David Yurman will ship such special order in
accordance with its usual and customary business practices, or as
provided for in any agreement between the parties, if applicable.
The DY Payment will be subject to return to the Debtor, upon notice
to David Yurman and a hearing, in the event that David Yurman will
fail to comply substantially with the terms of the Order with
respect to the fulfillment of prepaid special orders made by
customer request.
A full-text copy of the Order, dated November 16, 2017, is
available for free at https://is.gd/4O36ey
About Corbett-Frame
Corbett-Frame, Inc., d/b/a Corbett-Frame Jewelers, owns a jewelry
store in Lexington, Kentucky, offering contemporary designer
collections & customized pieces. The Company is a small business
debtor as defined in 11 U.S.C. Section 101(51D).
Corbett-Frame filed a Chapter 11 petition (Bankr. E.D. Ky. Case No.
17-51607) on Aug. 9, 2017. Jennifer Lykins, its president, signed
the petition. At the time of filing, the Debtor estimated its
assets and liabilities at between $1 million and $10 million. The
case is assigned to Judge Gregory R. Schaaf. The Debtor is
represented by Jamie L. Harris, Esq., at the Delcotto Law Group
PLLC.
No trustee or examiner has been appointed in this Chapter 11 case,
and no creditors' committee or other official committee has been
appointed.
CRANBERRY GROWERS: Taps CliftonLarsonAllen as Accountant
--------------------------------------------------------
Cranberry Growers Cooperative received approval from the U.S.
Bankruptcy Court for the Western District of Wisconsin to hire
CliftonLarsonAllen LLP as its accountant.
The firm will provide monthly accounting, audit and tax services to
the Debtor during its Chapter 11 case, and will be paid on a flat
fee basis and on an hourly basis.
The firm intends to charge a flat fee of $225 per payroll for its
accounting services and an additional $235 per month. Its hourly
rates are:
Principals $275
Senior Accountants $175
Staff $95
Michael Lensmire, a principal of CliftonLarsonAllen, disclosed in a
court filing that his firm does not hold or represent any interest
adverse to the Debtor or its estate.
The firm can be reached through:
Michael Lensmire
CliftonLarsonAllen LLP
CliftonLarsonAllen LLP
220 South Sixth Street, Suite 300
Minneapolis, MN 55402-1436
Phone: 612-376-4500
Fax: 612-376-4850
About Cranberry Growers
Cranberry Growers Cooperative (CranGrow) --
https://www.crangrow.com/ -- is a group of cranberry growers based
in Warrens, Wisconsin. CranGrow currently has 40 grower members,
and it is these members that own the co-op. The co-op's growers
range in size from small to very large cranberry marshes, most of
which have been family owned and operated for generations. Some
have been in operation for over 100 years. CranGrow produces
sliced sweetened dried cranberries, whole sweetened dried
cranberries, single strength juice (not from concentrate), 50 and
65 brix concentrate, and cranberry seed pomace. Unlike many
cranberry processors, CranGrow actually grows the fruit and process
it themselves.
Cranberry Growers Cooperative filed a Chapter 11 petition (Bankr.
W.D. Wis. Case No. 17-13318) on Sept. 25, 2017. The petition was
signed by James Reed, its chief executive officer. At the time of
filing, the Debtor estimated $1 million to $10 million in both
assets and liabilities.
Cranberry Growers Cooperative hired Dorsey & Whitney LLP as its
lead bankruptcy counsel; and Michael Best & Friedrich LLP as its
local counsel. Donlin, Recano & Company, Inc., serves as the
Debtor's claims, noticing and solicitation agent. The Debtor hired
Winston Mar of SierraConstellation Partners LLC as its chief
restructuring officer.
On Oct. 11, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. Goldstein & McClintock
LLLP represents the committee as bankruptcy counsel.
CRAPP FARMS: Committee Plan to Pay Unsecureds from Creditor Fund
----------------------------------------------------------------
The Official Committee of Unsecured Creditors filed with the U.S.
Bankruptcy Court for the Western District of Wisconsin a disclosure
statement to accompany their proposed reorganization plan for Crapp
Farms Partnership.
The primary purpose of the Plan is to maximize the value of the
Debtor's estate for the benefit of the Estate and its Creditors by
effectuating a sale of the Debtor's assets or, if certain
conditions are met, a reorganization of the Debtor, with the net
proceeds then distributed to creditors in accordance with the
provisions of the Plan. The Plan contemplates assigning the
proceeds generated to a Plan Administrator for ultimate
distribution in accordance with the Plan. The Plan Administrator
will be an experienced and independent financial professional to be
selected by the Committee.
Class 5, general unsecured claims, is impaired under the plan.
Together with Class 4 Secured Lender Deficiency Claims, this class
will receive its Pro Rata share of the Unsecured Creditor Fund, if
any.
Although the Plan is centered on a sale process leading up to an
auction -- which ensures that the Plan can be effectuated and
provides a certain "exit" from the Chapter 11 Case -- it
purposefully preserves other options in the event that certain
thresholds are met in order to ensure that recoveries are
maximized, and to give existing ownership every opportunity to
preserve their ownership if they are able to.
A copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/wiwb3-17-11601-212.pdf
About Crapp Farms Partnership
Crapp Farms Partnership is a large farming operation that includes
growing and selling crops, raising livestock, and providing farm
trucking and excavating services to third-party customers. The
farming operation is located in Potosi, Wisconsin.
Crapp Farms sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. W.D. Wis. Case No. 17-11601) on May 3, 2017. The
petition was signed by Darell C. Crap, partner.
At the time of the filing, the Debtor estimated its assets and debt
at $10 million to $50 million.
The case is assigned to Judge Catherine J. Furay.
The Debtor tapped J. David Krekeler, Esq., Eliza M. Reyes, Esq.,
Jennifer M. Schank, Esq., Kristin J. Sederholm, Esq., at Krekeler
Strother, S.C., as Chapter 11 counsel.
On June 5, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The committee is
represented by Matthew E. McClintock, Esq., at Goldstein &
McClintock, LLLP.
CRESTALLIANCE LLC: Case Summary & 3 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Crestalliance, LLC
2275 Huntington Drive, Suite 534
San Marino, CA 91108
Business Description: Crestalliance, LLC was founded in 2011 and
is engaged in the real estate leasing
business. The company's principal place of
business is located at 1804 -1806-1808 South
Chapel Avenue Alhambra, CA 91801.
Crestalliance previously sought bankruptcy
protection on Aug. 24, 2017 (Bankr. C.D.
Calif. Case No. 17-20450).
Chapter 11 Petition Date: November 22, 2017
Case No.: 17-24396
Court: United States Bankruptcy Court
Central District of California (Los Angeles)
Judge: Hon. Ernest M. Robles
Debtor's Counsel: Francisco Aldana, Esq.
LAW OFFICES OF FRANCISCO JAVIER ALDANA
3033 5th Avenue, Suite 201
San Diego, CA 92103
Tel: 619-236-8355
Fax: 619-374-7056
Email: efile@aldanalawoffice.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Rebecca Chiu, authorized
representative.
A full-text copy of the petition containing, among other items,
a list of the Debtor's three largest unsecured creditors is
available for free at http://bankrupt.com/misc/cacb17-24396.pdf
DAC INCORPORATED: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: DAC, Incorporated
dba Direct Advertising Consultants
dba Hazel
dba Show Me Trophies & Awards
dba Washington Promotional Group
1100 Stafford Street, Suite 200
Washington, MO 63090
Business Description: DAC,Inc. -- http://www.diradco.com-- was
founded in 1966 to provide an alternative
form of advertising for small businesses.
Starting out with the production of vinyl
telephone book covers mailed directly into
demographic or geographic areas, DAC has
expanded its products over the years to
include production of city maps, magnetic
organizers, magnetic schedules, and magnetic
wet/dry erase boards. The company also
offers its online distributorship Your
Factory.Com, which provides clients the
availability to purchase a wide array of
promotional products such as hats, desk
folders, pens, CD holders and many other
specialty items. DAC gives advice,
demographic breakdowns, media findings and
cost savings alternatives to high price
media forums.
Case No.: 17-48021
Chapter 11 Petition Date: November 22, 2017
Court: United States Bankruptcy Court
Eastern District of Missouri (St. Louis)
Judge: Hon. Charles E. Rendlen III
Debtor's Counsel: John Talbot Sant, Jr., Esq.
AFFINITY LAW GROUP, LLC
1610 Des Peres Road, Suite 100
St. Louis, MO 63131
Tel: (314) 872-3333
Email: tsant@affinitylawgrp.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Timothy M. Roewe, 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/moeb17-48021.pdf
Pending bankruptcy cases filed by affiliates:
Debtor Petition Date Case No.
------ ------------- --------
Roewe, LLC 10/19/17 17-21006
Timothy M. Roewe and 10/30/17 17-47469
Lona S. Roewe
TMR, LLC 8/29/17 17-45907
DAVE'S AUTOMOTIVE: Unsecureds to Recoup 20% Under Plan
------------------------------------------------------
Dave's Automotive & Truck Rental, Inc., filed with the U.S.
Bankruptcy Court for the District of Nevada a disclosure statement
dated Nov. 8, 2017, referring to the Debtor's Chapter 11 plan of
reorganization.
Class 5 General Unsecured Claims are impaired by the Plan.
Commencing 12 months after the Effective Date of the Plan, Class 5
will receive combined quarterly disbursements of at least $2,100
from of the Debtor's net operating profits. Each allowed Class 5
claimholder will receive a pro rata share of each quarterly
disbursement until all Class 5 claim holders have received a total
disbursement equal to $50,000, which will pay each unsecured
creditor approximately 20% of each allowed Class 5 claim.
Payments and distributions under the Plan will be funded by the
continued operation of the Debtor's business. The Debtor projects
ongoing income and expenses consistent with the income and expenses
reported on the monthly operating reports on file in this case.
A copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/nvb17-50410-31.pdf
Dave's Automotive & Truck Rental, Inc., filed a Chapter 11
bankruptcy petition (Bankr. D. Nev. Case No. 17-50410) on April 7,
2017, disclosing under $1 million in both assets and liabilities.
The Debtor is represented by Kevin A. Darby, Esq., of Darby Law
Practice, Ltd.
DELCATH SYSTEMS: Investors Swap $11.2M Notes for New Notes
----------------------------------------------------------
Delcath Systems, Inc., has entered into exchange agreements with
each of the two investors from its June 2016 private placement of
senior secured convertible notes as contemplated by that certain
Securities Purchase Agreement, dated June 6, 2016, by and among the
Company and those investors. As of Nov. 15, 2017, those investors
held $11,157,970 aggregate principal amount of investor notes,
including (a) such aggregate principal amount of the Investor Notes
as set forth on the signature page of the Investor hereto that does
not include Restricted Principal as of Nov. 16, 2017, and all
accrued and unpaid interest under the Investor Notes and such
aggregate principal amount of the Investor Notes.
On Nov. 15, 2017, the Company authorized a new series of senior
secured convertible notes of the Company, which Exchange Notes will
be convertible into shares of Common Stock in accordance with the
terms of the Exchange Notes. Subject to the terms and conditions
of the Exchange Agreements, the Company and the investors exchanged
the Unrestricted Investor Notes for (a) $10,562,425 aggregate
principal amount of the Exchange Notes and (b) warrants to purchase
an aggregate of 7,000,000 shares of Common Stock.
The New Notes bear the following terms:
* The New Notes do not bear interest except upon the occurrence
of an event of default upon which the interest rate is 15%
per annum.
* The initial conversion price is $1.50 per share for an
optional conversion and at any time, an investor may instead
engage in an alternate conversion for which the conversion
price is 82% (75% if an event of default) of the lowest vwap
for the Company's common stock on the three trading days
prior to and including the date of the conversion. All
conversions attributable to the Restricted Notes will be
converted at the lower of the optional conversion price and
the alternate conversion price, then in effect.
* The obligation to prepay the Notes is extended to March 31,
2018, except in the case of an event of default or change in
control.
* Assuming equity conditions as stated in the New Notes are
met, the investors will consent to release cash to the
Company from the existing controlled accounts upon conversion
of the New Notes.
* The New Notes contain provisions waiving Section 8 of the
Restricted Investor Notes, including, without limitation, any
requirements for the Company to effect installment
conversions or redemptions.
* The New Notes contain customary and usual terms including but
not limited to, events of default upon failure to trade on an
eligible market, failure to timely deliver shares upon
conversion, failure to maintain converted share reserve, for
conversions, failure to make payments thereunder when due,
failure to remove legends, cross defaults to other
indebtedness, bankruptcy and the like, and any material
adverse effect in the Company's financial condition, as well
as remedies and negative covenants substantially similar to
those in the Investor Notes.
The New Warrants bear the following terms:
* The Warrants will be exerciseable for five years from the
date of issuance.
* The initial exercise price of the warrants is 115% of the
closing bid price of the Company's common stock as of the
trading day ended immediately prior to the time of execution
of the Exchange Agreement.
* The Warrants contain full antidilution ratchet protection
from lowered price securities issuances subsequent to the
date of issuance for six months from the date of issuance and
most favored nations protection for a year from the date of
issuance.
* The Warrants are exercisable on a cashless basis to the
extent at any time commencing on the one year anniversary of
the date of issuance the issuance of underlying securities is
not covered by an effective registration statement.
* To the extent the investors elect to apply any amounts in
their controlled accounts to the balances of the New Notes,
the number of shares into which the applicable New Warrant is
exercisable shall be reduced by a formula set forth in the
New Warrants.
The New Notes and the New Warrants were issued in transactions
exempt from registration under Section 4(a)(2) of the Securities
Act of 1933, as amended, and the New Notes and New Warrants were
also issued in compliance with Section 3(a)(9) thereunder such that
for Rule 144 purposes the holding period for the New Notes and New
Warrants (for cashless exercises only) and Underlying Securities
may be tacked onto the holding period of the Unrestricted Investor
Notes.
About Delcath Systems
Delcath Systems, Inc. -- http://www.delcath.com/-- is an
interventional oncology Company focused on the treatment of primary
and metastatic liver cancers. The Company's investigational
product -- Melphalan Hydrochloride for Injection for use with the
Delcath Hepatic Delivery System (Melphalan/HDS) -- is designed to
administer high-dose chemotherapy to the liver while controlling
systemic exposure and associated side effects. In Europe, the
Company's system is in commercial development under the trade name
Delcath Hepatic CHEMOSAT Delivery System for Melphalan (CHEMOSAT),
where it has been used at major medical centers to treat a wide
range of cancers of the liver.
The Company has incurred losses since inception. The Company
anticipates incurring additional losses until such time, if ever,
that it can generate significant sales. As a result of issuing
$35.0 million in senior secured convertible notes in June 2016 and
assuming the Company is able to effect a reverse stock split as
proposed in its recent consent solicitation statement filed with
the SEC on July 26, 2017, management believes that its capital
resources are adequate to fund operations through the end of 2017.
The Company stated in its quarterly report for the period ended
June 30, 2017, that to the extent additional capital is not
available when needed, the Company may be forced to abandon some or
all of its development and commercialization efforts, which would
have a material adverse effect on the prospects of the business.
Operations of the Company are subject to certain risks and
uncertainties, including, among others, uncertainties and risks
related to clinical research, product development; regulatory
approvals; technology; patents and proprietary rights;
comprehensive government regulations; limited commercial
manufacturing; marketing and sales experience; and dependence on
key personnel.
Grant Thornton LLP, in New York, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2016, citing that the Company has incurred recurring
losses from operations and as of Dec. 31, 2016, has an accumulated
deficit of $279.2 million. These conditions, along with other
matters, raise substantial doubt about the Company's ability to
continue as a going concern.
Delcath Systems reported a net loss of $17.97 million on $1.99
million of product revenue for the year ended Dec. 31, 2016,
compared to a net loss of $14.70 million on $1.74 million of
product revenue for the year ended Dec. 31, 2015. As of Sept. 30,
2017, Delcath had $14.48 million in total assets, $16.33 million in
total liabilities and a total stockholders' deficit of $1.85
million.
DIAMOND MIDCO: S&P Places 'B' CCR on CreditWatch Negative
---------------------------------------------------------
Dealogic announced that it has entered into a definitive agreement
to be acquired by ION Investment Group for an undisclosed sum. ION
is taking control in Dealogic from Carlyle, which along with
management will retain a stake in the company.
S&P Global Ratings placed its ratings on Diamond Midco Ltd. (d.b.a.
Dealogic), including the 'B' corporate credit rating, on
CreditWatch with negative implications.
S&P said, "We are placing the ratings on CreditWatch as we assess
the implications of additional debt on the company's credit
metrics. S&P-adjusted debt to EBITDA as of Sept. 29, 2017, was in
the low-5x area, down from the 6x area as of fiscal-year-ended Dec.
30, 2016. Under the current capital structure, we expected leverage
to continue to improve, with debt to EBITDA approaching the high-4x
area by 2018. However, we believe that the company's debt burden is
likely to increase in conjunction with the planned acquisition by
ION Investment Group.
"We will resolve the CreditWatch listing following our review of
the financial impact of the transaction on Dealogic's financial
risk profile. Upon resolution of the CreditWatch listing, we could
lower the rating by one notch, or affirm the current 'B' ratings
while revising the outlook to negative."
DYNAMIC INTERNATIONAL: Unsecureds to Get $2.6MM Under Amended Plan
------------------------------------------------------------------
Dynamic International Airways, LLC, filed with the U.S. Bankruptcy
Court for the Middle District of North Carolina a disclosure
statement dated Nov. 8, 2017, to accompany the Debtor's first
amended plan of reorganization dated Nov. 7, 2017.
Each Holder of an Allowed General Unsecured Claim shall receive its
pro rata share of the Class 4 Distribution Amount, $2,600,000 less
all costs and expenses of the Committee professional fees and
expenses and the fees and expenses of the Disbursing Agent, to be
distributed to the Disbursing Agent. Class 4 Claims are estimated
to total $35,500,000.
On the Effective Date, provided that the settlement agreement is
approved and the Plan as confirmed is consistent with the relief
provided for in the Settlement Agreement, the claims of Woolley,
Kraus and Jet Midwest and the KMW Cure payments will be
subordinated to the payment of all other Allowed General Unsecured
Claims and unclassified allowed claims and will not receive any
distribution under the Plan.
The Plan generally provides for the repayment of claims against the
Debtor as follows: (1) the Debtor will continue operations
post-Effective Date to generate income to pay certain allowed
claims; (2) the Debtor is seeking approval of exit financing that
will provide sufficient funds to pay certain allowed claims; and
(3) the Debtor is resolving any possible claims against the
released parties as defined in the Plan to generally include (i)
Solitude Strategies, LLC; (ii) Kenneth Woolley; (iii) Paul Kraus;
(iv) KMW; (v) Jet Midwest, and (vi) the Released Parties' current
and former affiliates, estates, heirs, managed accounts or funds,
subsidiaries, officers, directors, principals, employees, agents,
financial advisors, attorneys, accountants, investment bankers,
consultants, representatives and other professionals, in each case
in their capacity as such.
The Settlement Agreement provides for 100% of the Equity Securities
of the Reorganized Debtor to vest in Solitude and the Releases of
the Released Parties as provided for in Section 9.6 of the Plan, on
the Effective Date in exchange for: (a) the Exit Loan Lender
entering into the Exit Loan and Exit Loan Documents and commencing
funding as provided for therein; (b) the Discharge of Woolley's
Pre-Petition Date Claims without receiving a Distribution related
thereto; (c) the treatment of the Woolley's Secured Claim as an
Allowed General Unsecured Claim to be discharged without a
distribution related thereto; (d) Solitude exchanging all claims
related to the Solitude DIP Loans for the Equity Securities of
Reorganized Debtor; (e) KMW consenting to the assumption of the KMW
Leases in accordance with Article 6 of the Plan; and (f) Kraus and
Jet Midwest agreeing to the discharge of all pre-petition date
claims without receiving a distribution related thereto.
Through either the Exit Loan or continued operations, Debtor and/or
Reorganized Debtor will provide for payments of (1) the Allowed
Class 2 Priority Unsecured Claims through payment on the Initial
Date; (2) the Allowed Class 3 Convenience Claims through payment
over six months commencing on the Initial Distribution Date; (3)
the Allowed Class 4 General Unsecured Claims through pro rata
distributions from the Class 4 Distribution Amount to be
distributed to the Disbursing Agent; and (4) the Allowed Class 5
Residual Governmental Unit Claims through payment over forty-eight
months commencing on the Initial Distribution Date.
A copy of the First Amended Plan is available at:
http://bankrupt.com/misc/ncmb17-10814-351.pdf
A copy of the First Amended Disclosure Statement is available at:
http://bankrupt.com/misc/ncmb17-10814-352.pdf
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., dba 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.
ERIK CHERDAK: Creditors' Panel Seeks Appointment of Ch. 11 Trustee
------------------------------------------------------------------
The Official Committee of Unsecured Creditors of Erik B. Cherdak
requests the U.S. Bankruptcy Court for the District of Maryland for
an order directing the appointment of a Chapter 11 Trustee in the
bankruptcy case of Erik B. Cherdak.
The Committee relates that prior to the filing of the case, the
Debtor used a series of bank accounts held in the names of his
various corporate entities as if they were his personal accounts.
The deposits into those accounts arose from his personal ownership
of patents, and the expenses paid from those accounts were, for the
most part, his personal expenses. At the time, there were a number
of judgments which had been entered against the Debtor and various
collection efforts were being exercised by those judgment
creditors.
In July 2016, five months prior to the filing, the Committee
believes that the Debtor sold his interest in a Disney timeshare.
This transfer, however, was not disclosed on his Statement of
Financial Affairs and the Committee only became aware of the
transfer through a review of the Debtor’s tax returns. Despite
repeated requests, the Committee claims that to date the Debtor has
been unable or unwilling to provide the settlement documents or to
provide any accounting for the proceeds from the sale.
The Committee asserts that it is necessary for a chapter 11 trustee
to review those books and records of the entities and to review the
timeshare sale to determine if there are any actions to be brought
for the recovery of assets for the estate.
The Committee mentions that since the conversion of the case, the
Debtor has filed monthly operating reports that are both untimely
and inadequate. These reports show that the Debtor has continued,
for over seven months, to use bank accounts that are not debtor in
possession accounts without court approval. The Debtor continues to
use joint accounts with his non-filing spouse even after obtaining
a debtor in possession account. The multiple accounts, and multiple
transfers, deposits and withdrawals between these accounts makes it
impossible to adequately account for how the post-petition funds
are being utilized.
As such, the Committee asserts that the appointment of a chapter 11
trustee would stop these unnecessary transactions, and will allow
for the recovery of certain post-petition transfers through
avoidance actions that would be difficult, if not impossible, for
the Debtor to bring.
The Committee points out to the Debtor's Schedules where he listed
ownership of that certain real property known as 149 Thurgood
Street, Gaithersburg, Maryland. The Debtor's Schedule A and the
recorded Deed both show that the Real Property is owned by the
Debtor and Lauren Cottone, his spouse, as joint tenants. However,
under the Voluntary Separation and Property Settlement Agreement,
by and between the Debtor and Lauren A. Cottone Cherdak, all of Ms.
Cottone's interest in the Real Property was waived if the Debtor
made certain payments to her.
The Committee does not know if those payments were made. Thus, the
Committee believes that the appointment of a chapter 11 trustee
would allow an independent party to review the transaction and to
take the appropriate action if the Real Property is in fact owned
just by the Debtor.
As the Court is aware, the Debtor is actively involved in
litigation with Fitistics in the U.S. District Court for the
Eastern District of Virginia. The administrative expenses being
incurred relating to this litigation may cause an administrative
insolvency. The Committee believes that it is necessary for a
chapter 11 trustee to review the pending litigation and determine,
from a cost/benefit analysis, if there will be any benefit for the
creditors of the estate such that the litigation should continue.
Since there have been allegations of fraud, the Debtor would be
unable to make this determination strictly based on what is best of
the estate, rather than what is in his best interest.
The Committee believes that the only way to determine if a chapter
11 plan is feasible, to determine if the Fitistics litigation
should proceed, and to determine what avoidance actions can be
brought for the benefit of the creditors of the estate is through
the appointment of a chapter 11 trustee. In each of these
instances, the Debtor has in inherent conflict such that he cannot
or will not take such actions, so a trustee is necessary.
Further, since the Debtor's wages should provide over $7,500 per
month in disposable income (and possibly more if a chapter 11
trustee were to require a more realistic budget of the Debtor and
his family members), the Committee believes it would be detrimental
to the creditors of the estate to allow the conversion of the case
to one under chapter 7.
The Committee also contends that the Debtor has committed
prepetition and post-petition acts that would be the basis for a
complaint to deny his discharge, so the Committee believes it would
also be detrimental to the creditors of the estate to allow the
dismissal of this case. Therefore, the Committee believes that the
appointment of a Chapter 11 Trustee would be in the best interests
of the creditors and parties in interest
The Committee is represented by:
Gary R. Greenblatt, Esq.
Constance M. Hare, Esq.
MEHLMAN, GREENBLATT & HARE, LLC
723 South Charles Street, Suite LL3
Baltimore, Maryland 21230
Telephone: (410) 547-0300
Fax: (410) 547-7474
Email: grgreen@mehl-green.com
cmhare@mehl-green.com
Erik B. Cherdak sought protection under Chapter 13 of the
Bankruptcy Code on December 5, 2016. Upon the Debtor's motion, on
February 6, 2017, the Court entered an order converting the
Debtor’s case to chapter 11 (Bankr. D. Md. Case No. 16-25927).
The U.S. Trustee for Region 4 on Feb. 24 appointed three creditors
to serve on the official committee of unsecured creditors in the
Chapter 11 case of Erik Cherdak. The committee members are: (1)
Carolynne Chandler; (2) Michael A. Hinnebursch; and (3) Steven War.
FAITH CHRISTIAN: Case Summary & Unsecured Creditor
--------------------------------------------------
Debtor: Faith Christian Family Church of Panama City Beach, Inc.
3703 Preserve Bay Blvd
Panama City Beach, FL 32408
Tel: 850-814-9673
Business Description: Faith Christian Family Church of Panama City
Beach, Inc. is a privately held company that
operates the Faith Christian Family Church
in Panama City Beach, Florida. The Debtor
is a not-for-profit corporation believed to
have been founded in April 1980. The
founding pastors were Steve and Rhonda
Morin who served as two of the three
original Board of Directors along with
Julie Chapman. The church filed for
bankruptcy in 2011 (Bankr. N.D. Fla. Case
No. 11-50288). The first bankruptcy case
was dismissed just one year from the
Petition Date.
Case No.: 17-50334
Chapter 11 Petition Date: November 22, 2017
Court: United States Bankruptcy Court
Northern District of Florida (Panama City)
Judge: Hon. Karen K. Specie
Debtor's Counsel: William Edward Corley, III, Esq.
LAW OFFICES OF WILLIAM E CORLEY III
3050 Tamaya Blvd., No. 105
Jacksonville, FL 32246
Tel: 904-451-0296
Fax: 866-559-4097
Email: wcorleyiii@gmail.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Markus Q. Bishop, president.
The Debtor lists Providence Associates as its sole unsecured
creditor holding a claim of $7,440.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/flnb17-50334.pdf
FC GLOBAL: Registers 77.6M Shares for Resale by Stockholders
------------------------------------------------------------
FC Globgal Realty Incorporated filed a Form S-3 registration
statement with the Securities and Exchange Commission relating to
77,622,194 shares of common stock that may be sold from time to
time by First Capital Real Estate Operating Partnership, L.P., et
al., which includes:
* 879,234 shares of common stock issued to First Capital Real
Estate Operating Partnership, L.P., or the Contributor,
pursuant to the terms of that certain Interest Contribution
Agreement, dated March 31, 2017, by and among the
Contributor, First Capital Real Estate Trust Incorporated, FC
Global Realty Operating Partnership, LLC, and the company, as
amended;
* 3,091,700 shares of common stock that may be issued upon the
conversion of 123,668 shares of Series A Convertible
Preferred Stock that have been issued to the Contributor
pursuant to the Contribution Agreement;
* 7,941,866 additional shares of common stock that may be
issued to the Contributor upon the Mandatory Entity Interest
Closing (as defined in the Contribution Agreement);
* 34,328,714 additional shares of common stock that may be
issued to the Contributor upon the Optional Entity Interest
Closing (as defined in the Contribution Agreement);
* 25,000,000 additional shares of common stock that may be
issued upon conversion of a warrant that may be issued to the
Contributor upon the Optional Entity Interest Closing; and
* 6,380,680 shares of common stock that may be issued upon the
conversion of the principal and interest of Secured
Convertible Payout Notes due Oct. 12, 2018 that have been
issued to certain selling stockholders.
The selling stockholders may offer and sell the shares of common
stock being offered by this prospectus from time to time in public
or private transactions, or both. These sales may occur at fixed
prices, at market prices prevailing at the time of sale, at prices
related to prevailing market prices, or at negotiated prices. The
selling stockholders may sell shares to or through underwriters,
broker-dealers or agents, who may receive compensation in the form
of discounts, concessions or commissions from the selling
stockholders, the purchasers of the shares, or both.
FC Global will not receive any proceeds from the sales by the
selling stockholders, but the Company will receive funds from the
exercise of warrants held by a selling stockholder, if exercised
for cash.
The Company's common stock is traded on the Nasdaq Capital Market
under the symbol "FCRE". On Nov. 13, 2017, the last reported sale
price of its common stock on the Nasdaq Capital Market was $0.97.
A full-text copy of the regulatory filing is available at:
https://is.gd/2dVsox
About FC Global
Willow Grove, Pennsylvania-based FC Global Realty Incorporated
(formerly PhotoMedex, Inc.) is a global health products and
services company providing integrated disease management and
aesthetic solutions to dermatologists, professional aestheticians,
ophthalmologists, optometrists, consumers and patients. The
Company provides proprietary products and services that address
skin conditions including psoriasis, vitiligo, acne, actinic
keratosis, photo damage and unwanted hair, as well as fixed-site
laser vision correction services at its LasikPlus(R) vision
centers.
PhotoMedex reported a loss of $13.26 million in 2016 following a
loss of $34.55 million in 2015. As of Sept. 30, 2017, FC Global
had $14.06 million in total assets, $9.03 million in total
liabilities and $5.03 million in total stockholders' equity.
Fahn Kanne & Co. Grant Thornton Israel, in Tel-Aviv, Israel, issued
a "going concern" opinion on the consolidated financial statements
for the year ended Dec. 31, 2016, citing that as of Dec. 31, 2016,
the Company had an accumulated deficit of $115.6 million and
shareholders' deficit of $1.408 million. Also, during the most
recent periods the Company has incurred losses and negative cash
flows from continuing operations and was forced to sell certain
assets and business units to obtain additional liquidity resources
to support its operations. In addition, on Jan. 23, 2017, the
Company completed the sale of its consumer products division which
represented the sale of substantially all of the remaining
operations and assets of the Company. These conditions, along with
other matters, raise substantial doubt about the Company's ability
to continue as a going concern.
FINJAN HOLDINGS: Jury Delivers Mixed Verdict in Blue Coat II
------------------------------------------------------------
Finjan Holdings, Inc. announced that the jury in Finjan, Inc. v.
Blue Coat Systems Inc. (5:15-cv-03295-BLF) resulted in a mixed
verdict. Significantly, the jury could not achieve a unanimous
decision on two patents, namely US Patent Nos. 6,154,844 and
8,677,494 (the "'844 Patent" and "'494 Patent"), which will be
retried by no later than January 8, according to the Court. On
retrial, Finjan will seek approximately $46M in damages (as was
sought in the present case), for Blue Coat's infringement of the
'494 and the '844 Patents. In addition, Finjan will continue to
seek a finding of willful infringement, and recovery of enhanced
damages and attorneys' fees.
"We believe the retrial will be held quickly and will not last
longer than one week," said Julie Mar-Spinola, Finjan's CIPO. "The
streamlining of the issues, focused entirely on Blue Coat’s
cloud-based infringement, gives us a strong advantage of retrying
our case without technical confusion and by simplifying our damages
case to a new jury."
On the remainder of the verdict, the jury decided in Finjan's
favor, finding that Blue Coat infringed US Patent Nos. 7,418,731
and the 6,965,968 (the "'731 Patent" and the "'968 Patent"),
awarding Finjan approximately $500,000 in damages. Lastly, the
jury found US Patents Nos. 8,225,408 and the 9,189,621 (the "'408
Patent" and the "'621 Patent") to not be infringed. Blue Coat did
not challenge the validity of any of the asserted patents.
Finjan has pending infringement lawsuits and appeals against
FireEye, Inc., Symantec Corp., Palo Alto Networks, Blue Coat
Systems, Inc., ESET and its affiliates, Cisco Systems, Inc.,
SonicWall, Inc., Bitdefender and its affiliates and Juniper
Networks relating to, collectively, more than 20 patents in the
Finjan portfolio. The court dockets for the foregoing cases are
publicly available on the Public Access to Court Electronic Records
(PACER) website, www.pacer.gov, which is operated by the
Administrative Office of the U.S. Courts.
About Finjan
Established over 20 years ago, Finjan is a globally recognized
leader in cybersecurity. Finjan's inventions are embedded within a
strong portfolio of patents focusing on software and hardware
technologies capable of proactively detecting previously unknown
and emerging threats on a real-time, behavior-based basis. Finjan
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 Sept. 30, 2017, Finjan Holdings had
$45.32 million in total assets, $11.96 million in total
liabilities, $18 million in redeemable preferred stock and $15.35
million in total stockholders' equity.
FKM REAL ESTATE: Case Summary & Unsecured Creditor
--------------------------------------------------
Debtor: FKM Real Estate Holdings, Inc.
5 Troon Drive
Newton, NJ 07860
Business Description: FKM Real Estate Holdings, Inc. is a real
estate company that owns in fee simple
interest a property located at 131 Main
Street, Newton, NJ 07860 with an appraised
value of $2.86 million.
Case No.: 17-33702
Chapter 11 Petition Date: November 22, 2017
Court: United States Bankruptcy Court
District of New Jersey (Newark)
Judge: Hon. Vincent F. Papalia
Debtor's Counsel: Ernest G. Ianetti, Esq.
ERNEST G. IANETTI, ESQ.
22 Riekens Trail
Denville, NJ 07834
Tel: (973) 324-1003
Fax: 973-324-1002
Email: ianetti.efiling@outlook.com
Total Assets: $2.86 million
Total Liabilities: $983,211
The petition was signed by Fe Calilio Martinez, chief executive
officer.
The Debtor lists the U.S. Internal Revenue Service as its sole
unsecured creditor holding a claim of $3,211.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/njb17-33702.pdf
FLORIDA COSMETOGYNECOLOGY: Wants Access to Bizfi Cash Collateral
----------------------------------------------------------------
Florida Cosmetogynecology PLLC seeks authorization from the U.S.
Bankruptcy Court for the Southern District of Florida to use the
cash collateral of Merchant Cash and Capital, LLC, d/b/a Bizfi
Funding.
The Debtor entered into a Merchant Agreement (Revenue Program) with
Merchant Cash and Capital, LLC, d/b/a Bizfi Funding, which provided
that that "Seller [Debtor] authorizes Buyer [Prepetition Lender]
and its agents to initiate electronic checks or Automated
Clearinghouse (ACH) payments equal to the Purchased Percentage of
all deposits made into the Bank Account until the Buyer has
received an amount equal to the Purchased Amount." The Purchased
Percentage was 9%.
The Agreement is secured by the following collateral: "the proceeds
of each future sale by the Debtor(s) identified on this financing
statement as seller(s), whether the proceeds are paid by cash,
check, ACH, credit card, debit card, bank card, charge card and/or
and other means sold by Seller, and purchased by Merchant Cash and
Capital, LLC, as buyer, pursuant to that certain merchant
agreement..." The Debtor's total outstanding balance on the
Agreement is $23,281.60.
The Debtor asserts that Bizfi Funding's collateral is not
depreciating in value as Bizfi Funding has a security interest in
Debtor's future sale proceeds. Bizfi Funding's security interest,
therefore, does not require adequate protection payments to protect
against a decrease in the value of the collateral.
A full-text copy of the Debtor's Motion, dated November 18, 2017,
is available at https://is.gd/tx6Vyo
About Florida Cosmetogynecology PLLC
Florida Cosmetogynecology, PLLC sought protection under Chapter 11
of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 17-23003) on
October 27, 2017. The Petition was signed by Joel Borgella,
managing member. At the time of the filing, the Debtor disclosed
that it had estimated assets of less than $50,000 and liabilities
of less than $500,000.
Florida Cosmetogynecology is represented by Chad T. Van Horn, Esq.
at Van Horn Law Group, Inc.
Judge Paul G. Hyman, Jr. presides over the case.
FOLTS HOME: PCO Files 6th Report
--------------------------------
Krystal Wheatley, the patient care ombudsman for Folts Home and
Folts Adult Home, Inc., reports to the U.S. Bankruptcy Court for
the Northern District of New York that during her visit at the
Facility in the month of October 2017, she received reoccurring
complaints throughout facility regarding staff shortages and
retention rates, heating/cooling air systems throughout the
facility, and lack of information regarding the new facility
ownership amongst other resident expressed concerns.
The PCO observes that frequent staff changes, and high turnover in
the facility has been an ongoing issue at Folts. Specifically, the
facility recently lost their director of social work to a competing
facility. Likewise, the Adult Home unit Claxton Manor also lost
their head nurse supervisor. Moreover, the PCO continues to receive
reports from residents on inadequate nursing staff on evening and
weekend shifts.
The PCO maintains that instability with staffing presents issues
with continuity of care and services for the residents.
In addition, the PCO has received reports from employees that the
facility is unable to offer competitive wages to maintain staff.
The employees claim that other facilities in the community are
offering better pay and incentives for the same positions. The PCO
observes that the staffs continue to grow frustrated and anxious
for new ownership to be finalized and for confirmation on a new
owner, although the administrator continues attempts to build
employee morale throughout the process.
The PCO believes that the staffs want confirmation on a new owner
and more communication regarding their future with the facility --
they are eager to know what company they will be working for and
fear more of their co-workers will leave the facility if the
proceedings continue.
In addition, the PCO tells the Court that one resident of the
Claxton Manor Adult Home discussed a past concern of medication
management and availability. He expressed this concern is still an
issue, but claimed the facility and pharmacy seems to be improving
on refilling medications in a timely manner. The PCO claims that
this has been an ongoing issue and has been recently investigated
by the NYS Department of Health. The resident has been advised to
contact the NYS Department of Health if the facility continues to
experience difficulties with ordering and administering proper
medications.
The PCO also relates to the Court that:
(a) A Claxton Manor resident reported to have no food or
snacks available to them in the kitchen activity areas of the unit.
During observation, the PCO finds that two of the units had bare
cupboards and empty refrigerators.
(b) Residents on the Claxton Manor unit have reported
environmental comfort concerns regarding unstable facility
temperatures. During the observation, the PCO felt facility was
warm and appeared to be hot in some areas. The administrator has
reported the facility was looking into new heating and air systems.
(c) A resident recently reported a communicable disease
prevention concern, claiming that the dining area often had sick
residents mixed in and eating with the healthy residents. The
administrator reported that the facility was in the season to gear
up for flu season prevention and flu shots were coming soon.
(d) One resident reported that he didn't receive current
updates from the business office in an efficient manner, claiming
that the facility failed to help him navigate the funding source
issues considering that he have issues with payment sources outside
of the facility while dealing with Social Security.
(e) One resident reported to have monies recently stolen from
her room on the Claxton Manor Adult Horne Unit. She stated it was a
significant amount, but could not verify an exact total.
(f) Staff members reported their frustrations with not being
able to purchase equipment or supplies to properly care for their
residents. One staff shared that they place orders with purchasing,
but they don't always receive the orders they place.
A full-text copy of the Sixth PCO Report is available for free at
https://is.gd/bATJMh
About Folts Home
Folts Home is a New York not-for-profit corporation and the owner
of a 163-bed long-term residential health care and rehabilitation
facility located at 100-122 North Washington Street, Herkimer, New
York. In addition to long-term skilled nursing and residential
care, Folts Home provides memory care to residents with dementia,
palliative care and respite care and operates an adult day care
program. Folts Home also offers rehabilitation services, like
physical, occupational and speech therapy, on both inpatient and
out-patient bases. Currently, Folts Home has approximately 218
active employees. Approximately 124 of the employees are full-time,
60 are part-time and 34 employees are employed on a per diem basis
None of Folts Home's employees are represented by labor unions.
Folts Adult Home, Inc. ("FAH"), also known as Folts-Claxton, is a
New York not-for-profit corporation and the owner of an 80-bed
adult residential center that was constructed in 1998 and is
located at 104 North Washington Street, Herkimer, New York. FAH
residents reside in separate apartments and are provided services
like daily meals, laundry, housekeeping and medication assistance.
FAH has approximately 22 active employees. Approximately 12 are
full-time employees and 10 are part-time employees. None of FAH's
employees are represented by labor unions.
Folts Home and FAH currently have average daily censuses of 145 and
69, respectively. Folts Home has 3 major payors: Medicare, Medicaid
and Excellus/Blue Cross. The majority of FAH residents are
government subsidized, with 58% covered by Social Security
Insurance and 42% private pay.
Folts Home and Folts Adult Home, Inc., filed separate, voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code
(Bankr. N.D.N.Y. Lead Case No. 17-60139) on Feb. 16, 2017. The
Hon. Diane Davis presides over the cases. Stephen A. Donato, Esq.,
at Bond, Schoeneck & King, PLLC, serves as the Debtors' counsel.
Folts Home and Folts Adult Home, Inc., through duly-appointed
receivers HomeLife at Folts, LLC and HomeLife at Folts-Claxton,
LLC, continue to operate their skilled nursing home and adult
residence businesses, respectively, and manage their properties as
debtors in possession.
William K. Harrington, the U.S. Trustee for Region 2, appointed
Krystal Wheatley as patient care ombudsman for the Debtors.
FREESTONE RESOURCES: Incurs $241,000 Net Loss in First Quarter
--------------------------------------------------------------
Freestone Resources, Inc., filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q reporting a net loss
of $241,054 on $318,005 of total revenue for the three months ended
Sept. 30, 2017, compared to a net loss of $366,585 on $284,617 of
total revenue for the three months ended Sept. 30, 2016.
As of Sept. 30, 2017, Freestone Resources had $1.74 million in
total assets, $3.10 million in total liabilities and a total
deficit of $1.35 million.
Net cash used in operations was $169,781 for the three months ended
Sept. 30, 2017 compared to net cash used by operations of $225,539
for the three months ended Sept. 30, 2016. The decrease was a
result in the decrease in the Company's net loss detailed above.
The cash used in operations was offset by $67,362 of cash
contributions to FDEP by the non-controlling interest and a net
proceeds from debt including related party debt of $100,065.
According to Freestone Resources, "The Company has little cash
reserves and liquidity to the extent we receive it from operations
and through the sale of common stock.
"The accompanying financial statements are presented on a going
concern basis, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business. As of
the date of this quarterly report, there is substantial doubt
regarding the Company's ability to continue as a going concern as
we have not generated sufficient cash flows to fund our business
operations and loan commitments. Our future success and viability,
therefore, are dependent upon our ability to generate capital
financing. The failure to generate sufficient revenues or raise
additional capital may have a material and adverse effect upon the
Company and our shareholders."
The Company said it is uncertain of its ability to generate
sufficient liquidity from its operations so the need for additional
funding may be necessary. The Company may sell stock and/or issue
additional debt to raise capital to accelerate its growth.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/VOVI3N
About Freestone
Freestone Resources, Inc. and subsidiaries --
http://www.freestoneresrouces.com-- are an oil and gas technology
development company. The Company is located in Dallas, Texas and
is incorporated under the laws of the State of Nevada. The
Company's subsidiaries consist of C.C. Crawford Retreading Company,
Inc., Freestone Technologies, LLC and Freestone Dynamis Energy
Products, LLC. Freestone Dynamis Energy Products, LLC is a joint
venture between Dynamis Energy, LLC and the Company. FDEP was
established to pursue the production and marketing of Petrozene.
FDEP's initial operations will utilize a specialized pyrolysis
technology in order to process CTR's feedstock, and begin large
scale production of Petrozene. Freestone owns 70% of FDEP.
Freestone reported a net loss attributable to the Company of $1.38
million on $1.07 million of total revenue for the year ended June
30, 2017, compared to a net loss attributable to the Company of
$2.37 million on $1.09 million of total revenue for the year ended
June 30, 2016.
Heaton & Company, PLLC, in Farmington, Utah, issued a "going
concern" opinion in its report on the consolidated financial
statements for the year ended June 30, 2017, noting that the
Company has not generated sufficient cash flows to fund its
business operations. These factors raise substantial doubt that
the Company will be able to continue as a going concern.
FTE NETWORKS: Reports Record Quarterly Revenue of $79.1 Million
---------------------------------------------------------------
FTE Networks, Inc., announced unaudited financial results for the
three months and nine months ended Sept. 30, 2017. The Company
achieved significant revenue, margin, and profitability increases
both on a quarter-over-quarter and year-over-year basis. The
Company reported revenues of $79.1 million, gross margin of 19.6%,
net income of $2.5 million, Adjusted EBITDA of $11.6 million and
$1.61 adjusted diluted earnings per share for the three months
ended Sept. 30, 2017.
For the nine months ended Sept. 30, 2017, the Company reported a
net loss of $6.51 million on $134.86 million of revenues compared
to a net loss of $3.19 million on $9.08 million of revenues for teh
nine months ended Sept. 30, 2016.
As of Sept. 30, 2017, FTE Networks had $149.77 million in total
assets, $133.22 million in total liabilities and $16.55 million in
total stockholders' equity.
The consolidated third quarter 2017 gross margin increased by
approximately 320 basis points, compared to the gross margin
registered in the prior quarter of 2017. This reflects improving
operating leverage on the growing revenue base. FTE generated an
operating profit of approximately $4.8 million in third quarter
2017, compared to the prior quarter operating loss of ($2.3
million), which included approximately $1.8 million in one-time
expenses.
Recent Business Highlights
* Won three new projects that include infrastructure and
technology expansion; valued at a combined $61.6MM
* Won eight new projects that include infrastructure and
technology expansion; valued at a combined $61.0MM
* Combined backlog of approximately $419.3MM as of September
30, 2017
* Continued to expand footprint and services to Fortune 100/500
clients
* Filed a provisional patent application for CrossLayer
technology covering the decentralized provision of internet
and cloud services
* Installed CrossLayer in Naples, Florida office with the
capacity to serve the mixed-use retail and commercial
facility
* Advanced uplist strategy with recent reverse stock split
The Company continues to expand its three complementary businesses:
FTE Networks Services; CrossLayer, Inc.; and Benchmark Builders,
Inc. FTE also continues to achieve accretive synergies on the
Benchmark Builders integration and expand its consolidated service
offerings to new and existing national markets.
Michael Palleschi, the Company's president and CEO, commented, "We
are very pleased about our third quarter results as almost every
measure of performance improved over the second quarter. The
Company experienced momentous 56% revenue growth over the previous
quarter and profitability of $2.5MM, both contributing to an
adjusted diluted earnings per share of $1.61."
Mr. Palleschi continued, "The Company continues to make significant
strides in its integration of Benchmark Builders, launch of
CrossLayer and strengthening of FTE Network Services. Our sales
teams are now fully engaged in selling activities and focused on
implementing measures that cross-promote our three business
operations. We continue to gain positive and accretive traction
with each business entity. The Company's strengthening of its
financial position is partly attributable to: CrossLayer's
recurring revenue model, Benchmark's roughly 90 percent reoccurring
revenue, and FTE Network Services' long-term contracts. We are
excited with the direct result of these initiatives as the
Company's holds an impressive backlog of $419.3MM as of September
30, 2017."
Mr. Palleschi continued, "Management continues to focus on
operational efficiencies and has implemented significant cost
reductions throughout third quarter 2017. These savings combined
with the ability to leverage synergies and streamline the business
are expected to yield total cost savings of approximately $3MM
annually. Further, the Company continues to invest in CrossLayer
with a total investment of approximately $4MM to date. Management
believes CrossLayer provides a technology platform that sets FTE
apart from its competitors and provides its customers with a
one-stop solution that offers technology, general contracting and
network infrastructure solutions." Mr. Palleschi concluded, "I am
extremely excited with the tremendous progress of FTE's continued
forward growth trajectory as illustrated in our record revenues and
profitability. The Company believes it is well-positioned to move
forward with its growth strategy for 2018."
Subsequent Events
Subsequent to the close of the third quarter 2017, the Company
effectuated a 25-for-1 reverse stock split which proportionally
increased the price per share of its common stock on Nov. 6, 2017.
The total number of shares of common stock held by each stockholder
was converted automatically into the number of shares of common
stock equal to the number of issued and outstanding shares of
common stock held by each such stockholder immediately prior to the
reverse stock split, divided by 25, with such resulting number of
shares rounded up to the nearest whole share. The reverse stock
split had no effect on the par value of the common stock.
On Nov. 8, 2017, the Company announced that its CrossLayer wholly
owned subsidiary completed its first installation of its
patent-pending Compute-to-the-Edge Network technology in its
Naples, Florida, headquarters. The Naples service center is
installed with the capacity to serve the mixed-use retail and
commercial facility. The installation will serve as a showcase for
CrossLayer's new technology.
Additionally, the Company announced the filing of a provisional
patent application with the United States Patent and Trademark
Office (USPTO) for CrossLayer technology covering the decentralized
provision of internet and cloud services. CrossLayer capability
regarding edge deployment and convergence of cloud and network
access is designed to reduce network latency, increase bandwidth to
content and cloud services, and provide levels of security that
customers cannot obtain with other network architectures. Its
unique architecture enables CrossLayer to deliver managed
high-speed networks to individual buildings and large-scale
commercial projects.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/zmWY0M
About FTE Networks
Formerly known as Beacon Enterprise Solutions Group, FTE Networks,
Inc. -- http://www.ftenet.com/-- is a provider of innovative
technology-oriented solutions for smart platforms, network
infrastructure and buildings. FTE's three complementary businesses
are FTE Network Services, CrossLayer, Inc. and Benchmark Builders,
Inc. Together they provide end-to-end design, build and support
solutions for state-of-the-art networks and commercial properties
to create the most transformative smart platforms and buildings.
FTE's businesses are predicated on smart design and consistent
standards that reduce deployment costs and accelerate delivery of
innovative projects and services. The company works with Fortune
100/500 companies, including some of the world's leading
communications services providers. FTE Networks and its
subsidiaries support multiple services, including Data Center
Infrastructure, Fiber Optics, Wireless Integration, Network
Engineering, Internet Service Provider, General Contracting
Management and General Contracting.
FTE Networks reported a net loss attributable to common
shareholders of $6.31 million on $12.26 million of revenues for the
year ended Dec. 31, 2016, compared to a net loss attributable to
common shareholders of $3.63 million on $14.38 million of revenues
for the year ended Sept. 30, 2015.
GENON ENERGY: EPA, IRS Oppose Omnibus Claims Objection Procedures
-----------------------------------------------------------------
BankruptcyData.com reported that United States of America, acting
on behalf of its Internal Revenue Service (IRS) and Environmental
Protection Agency (EPA), filed with the U.S. Bankruptcy Court an
objection to GenOn Energy's motion for entry of an order approving
omnibus claims objection procedures and the filing of substantive
omnibus claims objections. The United States of America asserts,
"The claim resolution procedures proposed by the Debtors
unnecessarily shorten response times, increase the burden on
claimants responding to objections, and potentially constrain a
creditor's ability to take discovery. The procedures do not make
the process more efficient - they stack the deck. The Debtors are
proposing to pay all General Unsecured Claims in full, but their
Plan requires that disputes concerning General Unsecured Claims are
litigated before this Court. The United States believes that many
environmental-related liabilities would actually be compliance
obligations -- not Claims -- and therefore its proofs of claims
would be only protective in nature. However, the proofs of claims
may be necessary to protect the United States in the event that the
Debtors later contend that non-dischargeable environmental
obligations are dischargeable Claims under the Bankruptcy Code. The
United States objects to the procedures proposed by the Debtors.
The United States is not opposed to the entry of procedures which
create an efficient process for parties to fairly litigate their
disputes, but the United States does oppose procedures which
arbitrarily increase the burden on creditors in responding to
objections. The United States anticipates that it and possibly
other Governmental Units may file contingent and/or unliquidated
proofs of claim, and some of the procedures will make it very
difficult - if not impossible - for Governmental Units to fairly
litigate those claims."
About GenOn Energy
GenOn Energy, Inc., is a wholesale power generation corporation
with 15,394 megawatts in generating capacity, operating operate 32
power plants in eight states. GenOn is subsidiary of NRG Energy
Inc., which is a competitive power company that produces, sells and
delivers energy and energy services, primarily in major competitive
power markets in the U.S.
GenOn is the product of two mergers since 2010. First, on Dec. 3,
2010, two wholesale power generation companies -- RRI Energy, a
company formerly known as Reliant Energy, and Mirant Corporation --
completed an all-stock, tax-free merger with Mirant becoming RRI's
wholly-owned subsidiary. Following the merger, RRI took its
current name: GenOn.
NRG, through a wholly-owned subsidiary, and GenOn completed a
stock-for-stock merger in a $6 billion deal, with GenOn continuing
as the surviving company on December 14, 2012. NRG, as
consideration for acquiring GenOn's entire equity, issued 0.1216
shares of NRG common stock for each outstanding share of GenOn. In
structuring the merger, NRG "ring-fenced" GenOn's debt, leaving
GenOn's creditors without recourse against NRG's assets in the
event of GenOn's default.
As of March 31, 2017, GenOn Energy had $4.81 billion in total
assets, $4.51 billion in total liabilities and $304 million in
total stockholders' equity.
GenOn Energy, Inc. ("GenOn"), GenOn Americas Generation, LLC
("GAG") and 60 of their directly and indirectly-owned subsidiaries
commenced the Chapter 11 cases in Houston, Texas (Bankr. S.D. Tex.
Lead Case No. 17-33695) on June 14, 2017, to implement a
restructuring plan negotiated with stakeholders prepetition. The
Debtors' cases have been assigned to Judge David R. Jones.
Kirkland & Ellis LLP is the Debtors' bankruptcy counsel. Zack A.
Clement, PLLC, is the local counsel. Rothschild Inc. is the
financial advisor and investment banker. McKinsey Recovery &
Transformation Services U.S. is the restructuring advisor. Epiq
Systems, Inc., is the claims and noticing agent.
Credit Suisse Securities (USA) LLC serves as GenOn Energy's
financial advisor and investment banker.
Special Counsel to the GAG Steering Committee is Quinn Emanuel
Urquhart & Sullivan, LLP. The Steering Committee of GAG
Noteholders is comprised of Benefit Street Partners LLC, Brigade
Capital Management, LP, Franklin Mutual Advisers, LLC, and Solus
Alternative Asset Management LP, each on behalf of itself or
certain affiliates, and/or accounts managed and/or advised by it or
its affiliates.
Counsel to the GenOn Steering Committee and the GAG Steering
Committee are Keith H. Wofford, Esq., Stephen Moeller-Sally, Esq.,
and Marc B. Roitman, Esq., at Ropes & Gray LLP.
Counsel for NRG Energy, Inc., are C. Luckey McDowell, Esq., and Ian
E. Roberts, Esq., at Baker Botts L.L.P.
GENON ENERGY: Pittsburg Opposes Debtors' Global Settlement
----------------------------------------------------------
BankruptcyData.com reported that the City of Pittsburg filed with
the U.S. Bankruptcy Court an objection to GenOn Energy's expedited
motion for an order approving a global settlement. The city
asserts, "The City has objected to confirmation of the Plan on the
grounds that, among other things, the Plan is un-confirmable
because the Plan impairs the City's claims by limiting the City to
its 'allowed' claim and not the claim that the City holds under
applicable non-bankruptcy law. The City objects to approving the
Settlement Motion before the Plan is confirmed because the
Settlement Motion would grant holders of GAG Note Claims an
Administrative Claim that is not being granted to other unsecured
creditors. In the Settlement Motion, the Debtors propose to grant
'the Holders of Allowed GAG Note Claims an Administrative Claim
against GenOn in an amount equal to the value of the treatment
afforded to Holders of Allowed Class 5 GAG Notes Claims under the
Plan[.]' This GAG Administrative Claim shall be allowed
'irrespective of whether the Plan is consummated.' In addition, an
order approving the Settlement Motion 'may be entered at any time
prior to the Confirmation Order if the GenOn Steering Committee
consents to such earlier entry.' Thus, the Settlement Motion seeks
to provide certain, but not all, unsecured creditors of the Debtors
with an administrative claim whether or not the Plan is confirmed.
The City objects to approval of the Settlement Motion to the extent
that the Settlement Motion seeks to elevate Holders of Allowed GAG
Note Claims above Holders of General Unsecured Claims (like the
City's claims) prior to confirmation of a plan providing that
Holders of General Unsecured Claims will be unimpaired pursuant to
Bankruptcy Code section 1124. Absent such a condition, Holders of
Allowed GAG Note Claims will be in a much better position that
other similarly situation unsecured creditors if the Settlement
Motion is granted and the Plan is not confirmed."
About GenOn Energy
GenOn Energy, Inc., is a wholesale power generation corporation
with 15,394 megawatts in generating capacity, operating operate 32
power plants in eight states. GenOn is subsidiary of NRG Energy
Inc., which is a competitive power company that produces, sells and
delivers energy and energy services, primarily in major competitive
power markets in the U.S.
GenOn is the product of two mergers since 2010. First, on Dec. 3,
2010, two wholesale power generation companies -- RRI Energy, a
company formerly known as Reliant Energy, and Mirant Corporation --
completed an all-stock, tax-free merger with Mirant becoming RRI's
wholly-owned subsidiary. Following the merger, RRI took its
current name: GenOn.
NRG, through a wholly-owned subsidiary, and GenOn completed a
stock-for-stock merger in a $6 billion deal, with GenOn continuing
as the surviving company on December 14, 2012. NRG, as
consideration for acquiring GenOn's entire equity, issued 0.1216
shares of NRG common stock for each outstanding share of GenOn. In
structuring the merger, NRG "ring-fenced" GenOn's debt, leaving
GenOn's creditors without recourse against NRG's assets in the
event of GenOn's default.
As of March 31, 2017, GenOn Energy had $4.81 billion in total
assets, $4.51 billion in total liabilities and $304 million in
total stockholders' equity.
GenOn Energy, Inc. ("GenOn"), GenOn Americas Generation, LLC
("GAG") and 60 of their directly and indirectly-owned subsidiaries
commenced the Chapter 11 cases in Houston, Texas (Bankr. S.D. Tex.
Lead Case No. 17-33695) on June 14, 2017, to implement a
restructuring plan negotiated with stakeholders prepetition. The
Debtors' cases have been assigned to Judge David R. Jones.
Kirkland & Ellis LLP is the Debtors' bankruptcy counsel. Zack A.
Clement, PLLC, is the local counsel. Rothschild Inc. is the
financial advisor and investment banker. McKinsey Recovery &
Transformation Services U.S. is the restructuring advisor. Epiq
Systems, Inc., is the claims and noticing agent.
Credit Suisse Securities (USA) LLC serves as GenOn Energy's
financial advisor and investment banker.
Special Counsel to the GAG Steering Committee is Quinn Emanuel
Urquhart & Sullivan, LLP. The Steering Committee of GAG
Noteholders is comprised of Benefit Street Partners LLC, Brigade
Capital Management, LP, Franklin Mutual Advisers, LLC, and Solus
Alternative Asset Management LP, each on behalf of itself or
certain affiliates, and/or accounts managed and/or advised by it or
its affiliates.
Counsel to the GenOn Steering Committee and the GAG Steering
Committee are Keith H. Wofford, Esq., Stephen Moeller-Sally, Esq.,
and Marc B. Roitman, Esq., at Ropes & Gray LLP.
Counsel for NRG Energy, Inc., are C. Luckey McDowell, Esq., and Ian
E. Roberts, Esq., at Baker Botts L.L.P.
GIGA-TRONICS INC: Incurs $1.1 Million Net Loss in Second Quarter
----------------------------------------------------------------
Giga-tronics Incorporated reported net sales for the second quarter
of fiscal 2018 of $2.2 million, a 49% decrease as compared to $4.4
million for the second quarter of fiscal 2017. Net sales for the
six-month period ended Sept. 30, 2017, were $4.2 million, a
decrease of 46%, compared to $7.8 million for the six-month period
ended Sept. 24, 2016. The decreases in net sales for both periods
was primarily due to lower sales associated with the legacy
products (sold to Astronics in June 2016); a decrease associated
with the Company's new ASG product; a decrease primarily associated
with the winding down of non-recurring engineering services as well
as lower product revenues following the completion of the $4.5
million order for YIG RADAR filters in the first quarter of fiscal
2018.
Net loss for the second quarter of fiscal 2018 was $1.1 million, or
$0.11 per fully diluted common share. This compares to a net loss
for the second quarter of fiscal 2017 of $396,000, or $0.04 per
fully diluted common share. Net loss for the six month period
ended Sept. 30, 2017 was $2.3 million, or $0.24 per fully diluted
common share. This compares to a net loss of $498,000, or $0.05
per fully diluted common share for the six month period ended Sept.
24, 2016. The increase in net loss for the second quarter of
fiscal 2018 compared to the same prior year period was primarily
due to the lower net sales in fiscal 2018. The increase in net
loss for the six month period ended Sept. 30, 2017 was primarily
due to the lower net sales in fiscal 2018 as well as the $802,000
gain associated with the sale of the Switch product line in the
first quarter of fiscal 2017.
As of Sept. 30, 2017, Giga-Tronics had $8.48 million in total
assets, $8.81 million in total liabilities and a total
shareholders' deficit of $335,000.
The Company also provided guidance for the third quarter of fiscal
2018, which will end on Dec. 30, 2017. Net sales for the third
quarter is expected to be in the range of $2.9 million to $3.1
million, compared to $2.0 million and $2.2 million reported in the
first and second quarters of fiscal 2018, respectively, and the
$3.2 million reported in the third quarter of fiscal 2017. The
foregoing guidance is based on management's current review of
operations for the third quarter of FY 2018, and remain subject to
change based on actual results, and subject to review by the
Company's independent accountants.
John Regazzi, the Company's co-CEO said, "As announced previously,
revenue for the second quarter was expected to be lower than
anticipated due to the lack of new order bookings for the Advanced
Signal Generator between the fourth quarter of fiscal 2017 and the
first quarter of fiscal 2018. As compared to the second quarter of
last year, revenues were also further adversely impacted by the
delay in the receipt of the next YIG RADAR filter order from the
prime contractor. Although we have subsequently received the
follow-on YIG RADAR contract, we don't expect to be generating
revenue from this order until the fourth quarter of the current
fiscal year."
Suresh Nair, co-CEO of Giga-tronics stated, "The receipt of the YIG
RADAR follow-on contract coupled with the delivery of the third
Threat Emulation System to the Navy is expected to drive better
results for our second half. In addition, the settlement of the
dispute between Giga-tronics and Spanawave that arose over the
acquisition of the legacy power measurement business will allow us
to finally recognize a $375,000 gain from the sale of those assets
during the third quarter. Together, we anticipate these events
will improve our operating results substantially in the third
quarter of fiscal 2018."
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/evQ4y9
About Giga-tronics
Headquartered in Dublin, California, Giga-tronics Incorporated
(NASDAG:GIGA) produces electronic warfare instruments used in the
defense industry and YIG RADAR filters used in fighter jet
aircraft. It designs, manufactures and markets the new Advanced
Signal Generator (ASG) for the electronic warfare market, and
switching systems that are used in automatic testing systems
primarily in aerospace, defense and telecommunications.
Giga-tronics reported a net loss of $1.54 million on $16.26 million
of net sales for the year ended March 25, 2017, compared to a net
loss of $4.10 million on $14.59 million of net sales for the year
ended March 26, 2016.
"The Company has experienced delays in the development of features,
receipt of orders, and shipments for the new Advanced Signal
Generator ("ASG"). These delays have contributed, in part, to a
decrease in working capital. The new ASG product has shipped to
several customers, but potential delays in the development or
refinement of features, longer than anticipated sales cycles, or
uncertainty as to the Company's ability to efficiently manufacture
the ASG, could significantly contribute to additional future losses
and decreases in working capital.
"To help fund operations, the Company relies on advances under the
line of credit with Bridge Bank which expires on May 6, 2019. The
agreement includes a subjective acceleration clause, which allows
for amounts due under the facility to become immediately due in the
event of a material adverse change in the Company's business
condition (financial or otherwise), operations, properties or
prospects, or ability to repay the credit based on the lender's
judgement. As of September 30, 2017, the line of credit had a
balance of $552,000.
"These matters raise substantial doubt as to the Company's ability
to continue as a going concern," the Company stated in its
quarterly report for the period ended Sept. 30, 2017.
GILDED AGE: Needs Access to Cash for December 2017 Expenditures
---------------------------------------------------------------
Gilded Age Properties LLC seeks authorization from the U.S.
Bankruptcy Court for the District of Rhode Island to continue to
use the cash collateral of Webster Bank, N.A. for 31 days, from
December 1 through December 31, 2017, and to continue to provide
adequate protection of Webster Bank's collateral position.
The Debtor is seeking the use of cash collateral for 31 days
conditioned upon its continuing payment of, among other things,
post-petition mortgage payments, real estate taxes and municipal
charges for the Properties. The Debtor has prepared a Budget
projecting total expenses of approximately $21,881.
The Debtor represents that it is indebted to Webster Bank pursuant
to the following loan and security documents: (a) a $712,500
mortgage loan on the Bellevue Property; and (b) a $712,500 mortgage
loan on the Freebody Property. Webster Bank appears to be the
holder of a first-priority security interest in and lien upon
substantially all of the Debtor's accounts, including but not
limited to, the cash collateral arising from it. As of May 22,
2017, the balance due under the Loan Documents was $1,370,716.
A full-text copy of the Debtor's Motion, dated November 15, 2017,
is available at https://is.gd/rdl5nd
About Gilded Age Properties
Gilded Age Properties, LLC, owns and operates two properties: a
commercial rental property located at 117 Bellevue Avenue in
Newport, Rhode Island and a residential apartment building located
at 38-40 Freebody Street in Newport, Rhode Island.
Gilded Age Properties filed a Chapter 11 petition (Bankr. D.R.I.
Case No. 17-10738) on May 4, 2017. The petition was signed by
Peter M. Iascone, member. At the time of the filing, the Debtor
estimated assets and liabilities between $1 million and $10
million.
The case is assigned to Judge Diane Finkle.
The Delaney Law Firm LLC is the Debtor's bankruptcy counsel. Kirby
Commercial, LLC, is the Debtor's real estate agent.
GULFMARK OFFSHORE: Amends Existing Employment Pacts with Executives
-------------------------------------------------------------------
GulfMark Offshore, Inc. previously entered into these agreements
with the applicable executive officer:
* Amended and Restated Employment Agreement, dated May 11,
2017, with Quintin V. Kneen;
* Employment Agreement, dated May 30, 2013, with James M.
Mitchell, and Change of Control Agreement, dated May 30,
2013, with James M. Mitchell;
* Severance Protection Agreement, dated April 6, 2016, with
Samuel R. Rubio; and
* Severance Protection Agreement, dated April 6, 2016, with
David E. Darling.
On Nov. 8, 2017, each such executive officer entered into a letter
agreement with the Company amending, among other things, each such
respective Existing Agreement, as applicable. Each Amendment
Agreement provides that, as set forth in the Company's
Restructuring Support Agreement, dated May 15, 2017, and the
Company's Amended Chapter 11 Plan of Reorganization, as modified
and amended from time to time in accordance with the RSA:
* prior to the assumption or rejection of the applicable
Existing Agreement, such executive officer and the Board of
Directors of the reorganized Company will engage in good
faith negotiations regarding changes to such executive
officer's Existing Agreement within the 30 day period
following the effective date of the Plan; and
* neither the Company's bankruptcy reorganization nor the
transactions contemplated by the Plan will constitute a
"Change of Control" for purposes of such Existing Agreement or
any other employment, severance, change of control or similar
type agreement or arrangement covering such executive
officer.
Each Amendment Agreement provides that the reorganized Company will
have the right to reject such executive officer's Existing
Agreement if such executive officer and the Board of Directors of
the reorganized Company do not come to a mutually acceptable
agreement during their respective negotiations.
About Gulfmark Offshore
GulfMark Offshore, Inc., a Delaware corporation, was incorporated
in 1996. The Company provides offshore marine support and
transportation services primarily to companies involved in the
offshore exploration and production of oil and natural gas. The
Company's vessels transport materials, supplies and personnel to
offshore facilities, and also move and position drilling and
production facilities. The majority of the Company's operations
are conducted in the North Sea, offshore Southeast Asia and
offshore the Americas. The Company currently operates a fleet of
73 owned or managed offshore supply vessels, or OSVs, in the
following regions: 30 vessels in the North Sea, 13 vessels offshore
Southeast Asia, and 30 vessels offshore the Americas.
GulfMark Offshore, Inc., filed for bankruptcy protection (Bankr. D.
Del., Case No. 17-11125) on May 17, 2017. Quintin V. Kneen, its
president and chief executive officer, signed the petition. The
Company reported total assets of $1.07 billion and total debt of
$737.1 million as of March 31, 2017.
Mark D. Collins, Esq., Zachary I. Shapiro, Esq., Brett M. Haywood,
Esq. and Christopher M. De Lillo, Esq., of Richards, Layton &
Finger, P.A., as well as Gary T. Holtzer, Esq., Ronit J. Berkovish,
Esq., and Debora A. Hoehne, Esq., of Weil Gotshal & Manges LLP
serve as counsel to the Debtor. The Debtor has also tapped Blank
Rome LLP as corporate counsel; Alvarez & Marsal North America, LLC
as financial advisor; Evercore Group L.L.C. as investment banker;
Ernst & Young LLP as restructuring consultant; KPMG US LLP as
auditor and tax consultant; and Prime Clerk LLC as claims and
noticing agent.
An ad hoc committee of holders of unsecured senior notes issued by
GulfMark Offshore, Inc., is represented by Robert J. Dehney, Esq.,
and Gregory W. Werkheiser, Esq., at Morris, Nichols, Arsht &
Tunnell LLP, in Wilmington, Delaware; and Dennis F. Dunne, Esq.,
Evan R. Fleck, Esq., Andrew Leblanc, Esq., and Nelly Almeida, Esq.,
at Milbank, Tweed, Hadley & McCloy LLP, in New York.
GULFMARK OFFSHORE: Captain Q Has 16.6% Equity Stake
---------------------------------------------------
Captain Q, LLC, reported in a Schedule 13D filed with the
Securities and Exchange Commission that as of Nov. 14, 2017, it
beneficially owns 1,168,816 shares of common Stock, $0.01 par
value, of GulfMark Offshore, Inc., constituting 16.6 percent of the
7,043,141 shares deemed outstanding.
The Schedule 13D Statement was jointly filed by Captain Q, LLC, a
Texas limited liability company that is the general partner of 5
Essex, L.P., and Captain Q's controlling persons Renegade Swish,
LLC and Geoffrey Raynor. The principal address of Captain Q, which
also serves as its principal office, is 301 Commerce Street, Suite
3200, Fort Worth, Texas 76102.
Captain Q acquired and continues to hold the Common Stock for
investment purposes. Depending upon market conditions and other
factors that the Reporting Person may deem material to its
investment decisions, the Reporting Person may sell all or a
portion of the Common Stock, or may purchase additional Common
Stock, on the open market or in one or more private transactions.
Geoffrey Raynor's principal occupation or employment is serving as
the president of Renegade Swish.
On Nov. 14, 2017, Scott McCarty, who is an employee of Renegade
Swish, was appointed to the Board of Directors of Gulfmark.
A full-text copy of the regulatory filing is available at:
https://is.gd/grpqkk
About Gulfmark Offshore
GulfMark Offshore, Inc., a Delaware corporation, was incorporated
in 1996. The Company provides offshore marine support and
transportation services primarily to companies involved in the
offshore exploration and production of oil and natural gas. The
Company's vessels transport materials, supplies and personnel to
offshore facilities, and also move and position drilling and
production facilities. The majority of the Company's operations
are conducted in the North Sea, offshore Southeast Asia and
offshore the Americas. The Company currently operates a fleet of
73 owned or managed offshore supply vessels, or OSVs, in the
following regions: 30 vessels in the North Sea, 13 vessels offshore
Southeast Asia, and 30 vessels offshore the Americas.
GulfMark Offshore, Inc., filed for bankruptcy protection (Bankr. D.
Del., Case No. 17-11125) on May 17, 2017. Quintin V. Kneen, its
president and chief executive officer, signed the petition. The
Company reported total assets of $1.07 billion and total debt of
$737.1 million as of March 31, 2017.
Mark D. Collins, Esq., Zachary I. Shapiro, Esq., Brett M. Haywood,
Esq. and Christopher M. De Lillo, Esq., of Richards, Layton &
Finger, P.A., as well as Gary T. Holtzer, Esq., Ronit J. Berkovish,
Esq., and Debora A. Hoehne, Esq., of Weil Gotshal & Manges LLP
serve as counsel to the Debtor. The Debtor has also tapped Blank
Rome LLP as corporate counsel; Alvarez & Marsal North America, LLC
as financial advisor; Evercore Group L.L.C. as investment banker;
Ernst & Young LLP as restructuring consultant; KPMG US LLP as
auditor and tax consultant; and Prime Clerk LLC as claims and
noticing agent.
An ad hoc committee of holders of unsecured senior notes issued by
GulfMark Offshore, Inc., is represented by Robert J. Dehney, Esq.,
and Gregory W. Werkheiser, Esq., at Morris, Nichols, Arsht &
Tunnell LLP, in Wilmington, Delaware; and Dennis F. Dunne, Esq.,
Evan R. Fleck, Esq., Andrew Leblanc, Esq., and Nelly Almeida, Esq.,
at Milbank, Tweed, Hadley & McCloy LLP, in New York.
HAHN HOTELS: Wants to Use Cash Collateral for Fourth Budget Period
------------------------------------------------------------------
Hahn Hotels of Sulphur Springs, LLC, and affiliates seek authority
from the U.S. Bankruptcy Court for the Eastern District of Texas
for the continued access of cash collateral for its fourth budget
period.
The Debtors' prepetition lenders are Austin Bank; First National
Bank of Hughes Springs; Texas Bank and Trust Company; Texas
National Bank; Pilgrim Bank; and the Small Business Association.
The Prepetition Lenders contend that their debt is secured by liens
on substantially all of the assets of Hahn Investments, LLC and its
co-debtor subsidiaries and affiliates, including rents from lodging
properties, as well as approximately $67,000 in accounts receivable
that existed as of the Petition Date. Each of the loans includes
the grant of a security interest in the Debtors' properties.
The Debtors aver that they need cash to operate their businesses in
order to avoid immediate and irreparable harm to their estates. As
of the Petition Date, the Debtors had approximately $109,220 in
cash on hand, much of which is purportedly subject to liens in
favor of the Prepetition Lenders. The Debtors' businesses require
access to the rental and ancillary income that the Debtors generate
from the operation of the Copeland's restaurant and the Sleep Inn,
Hawthorn Suites, and La Quinta hotels.
The Debtors propose to grant the Prepetition Lenders replacement
liens in property acquired by the Debtors after the Petition Date,
which is of the same nature, kind and character as the Prepetition
Collateral, and all proceeds and products thereof solely to secure
any diminution in the interests of the Prepetition Lenders
resulting from the use of the Cash Collateral. However, the
replacement liens will not encumber any claims or causes of action
arising under chapter 5 of the Bankruptcy Code and all proceeds and
products thereof.
The Debtors believe that the asset value of each property securing
the repayment obligations on debt owed to the Prepetition Lenders
is greater than the amount of the debt. The Debtors submit that,
under the circumstances, the equity cushion in the assets securing
the repayment obligations on the Prepetition Lenders' debt
adequately protects the Prepetition Lenders from any diminution of
their interests in the Cash Collateral resulting from use. Payment
of the expenses identified on the Budget is necessary to avoid
immediate and irreparable harm to the estate pending opportunity
for a final hearing.
A full-text copy of the Debtor's Motion, dated November 16, 2017,
is available at https://is.gd/kRP3v2
Counsel for Austin Bank:
McNally & Patrick, LLP
Michael McNally and Glen Patrick
100 E. Ferguson, Suite 400
Tyler, TX 75702
Email: michaeljmcnally@suddenlinkmail.com
glenepatrick@suddenlinkmail.com
Counsel for First National Bank of Hughes Springs:
Josh Searcy, Esq.
Searcy & Searcy
446 Forest Square
Longview, Texas 75605
Email: joshsearcy@jrsearcylaw.com
Counsel for Pilgrim Bank:
Scott A. Ritcheson, Esq.
Ritcheson, Lauffer & Vincent, P.C.
821 ESE Loop 323, Suite 530
Tyler, Texas 75701
Email: scottr@rllawfirm.net
Counsel for Texas National Bank:
Michael McNally, Esq.
Glen Patrick, Esq.
McNally & Patrick, LLP
100 E. Ferguson, Suite 400
Tyler, TX 75702
Email: michaeljmcnally@suddenlinkmail.com
glenepatrick@suddenlinkmail.com
Counsel for Texas Bank and Trust Company
John F. Bufe, Esq.
Potter Minton, a Professional Corp.
500 Plaza Tower, 110 N. College
Tyler, Texas 75702
Email: johnbufe@potterminton.com
About Hahn Hotels
Headquartered in Sulphur Springs, Texas, Hahn Hotels of Sulphur
Springs, LLC, owns the La Quinta Inns and Suites, which provides
hotel accommodations for business and leisure travelers across the
United States, Canada, and Mexico.
Hahn Hotels of Sulphur Springs, LLC, along with its affiliates,
including Hahn Investments, LLC, sought Chapter 11 protection
(Bankr. E.D. Tex. Lead Case No. 17-40947) on May 1, 2017. The
petitions were signed by Dante Hahn, president.
Hahn Hotels of Sulphur estimated its assets and liabilities between
$1 million and $10 million. Hahn Investments estimated its assets
and liabilities between $10 million and $50 million.
Judge Brenda T. Rhoades presides over the cases.
Jessica Leigh Voyce Lewis, Esq., and Judith W. Ross, Esq., at The
Law Offices of Judith W. Ross and Eric Soderlund, Esq., who has an
office in Dallas, Texas, serve as the Debtors' bankruptcy counsel.
HELIOS AND MATHESON: Inks 4th Amendment to Hudson Exchange Pact
---------------------------------------------------------------
As previously reported, on Aug. 16, 2017, Helios and Matheson
Analytics Inc. issued to Hudson Bay Master Fund Ltd, an
institutional investor, pursuant to a securities purchase agreement
dated Aug. 15, 2017, senior secured convertible notes in the
aggregate principal amount of $10,300,000 together with a warrant
to purchase common stock of the Company. Pursuant to a
registration rights agreement entered into between the Company and
the Investor on the Closing Date, the Company agreed to file a
registration statement registering the common stock that could be
issued to the Investor upon conversion of the August 2017 Notes and
exercise of the August Warrant.
On Nov. 7, 2017, pursuant to a securities purchase agreement
entered into by the Company and certain institutional investors,
including the Investor, on Nov. 6, 2017, the Company sold and
issued senior convertible notes in the aggregate principal amount
of $100,000,000.
The Fourth Amendment and Exchange Agreement
On Nov. 21, 2017, the Company and the Investor entered into a
Fourth Amendment and Exchange Agreement for the purpose of:
(i) agreeing to reduce the number of shares of common stock
required to be included in the Registration Statement such
that the Registration Statement will include only 1,560,391
of the total 2,050,720 shares of common stock issued or
issuable upon exercise of the August Warrant and 1,455,302
shares of common stock issuable upon exercise of $5,821,208
in aggregate principal amount of the August 2017 Notes (the
remaining $4,630,624 in aggregate principal amount of the
August 2017 Notes, which are convertible into 1,157,656
shares of common stock that are not included on such
Registration Statement);
(ii) exchanging the August Warrant for the purchase of 10,000 of
the August Warrant Shares for a new warrant; and
(iii) amending the August 2017 Notes and the November 2017 Notes
to obtain the right to amend the MoviePass SPA (as defined
in the November Securities Purchase Agreement), in order to
issue to MoviePass Inc. upon the closing of the
transactions contemplated by the MoviePass SPA, in lieu of
shares of common stock, one or more promissory notes
convertible into or exchangeable for up to an aggregate of
4,000,001 shares of common stock subject to obtaining
approval of the Nasdaq Stock Market, pursuant to Listing
Rule 5635, of the issuance of such shares of common stock
and (ii) to obtain a waiver such that neither the Modified
MP Transaction nor any other transactions contemplated by
the MoviePass SPA (as may be amended to effect the Modified
MP Transaction) or the Investment Option Agreement, dated
Oct. 11, 2017, between the Company and MoviePass will be
deemed to be a Fundamental Transaction (as defined in the
November Notes and the August Notes) or a transaction that
would trigger a redemption of the August Warrant pursuant
to Section 4(c)(i) of the August Warrant. Pursuant to the
Fourth Exchange Agreement, the Investor also:
(A) waived any right that the holders of the November
2017 Notes may have to adjust the Conversion Price
(as defined in the November 2017 Notes) as a result
of the issuance of the Exchange Warrant or any of the
shares issued pursuant to the Exchange Warrant;
(B) waived any right that the holders of the August
Warrant may have to adjust the Exercise Price and the
number of August Warrant Shares (each as defined in
the August Warrant) as a result of the issuance of
the Exchange Warrant or any of the Exchange Warrant
Shares;
(C) waived the Investor's right to substitute the
Variable Price (as defined in the August 2017 Notes)
of the Exchange Warrant for the Conversion Price (as
defined in the August 2017 Notes) and to waive the
Investor's right to substitute the Variable Price (as
defined in the August Warrants) of the Exchange
Warrant for the Exercise Price (as defined in the
August Warrants);
(D) waived any prohibition that may exist under any
provision of the Transaction Documents (as defined in
the August Securities Purchase Agreement) and the
Transaction Documents (as defined in the November
Securities Purchase Agreement) with respect to the
issuance of the Exchange Warrant and any of the
Exchange Warrant Shares and with respect to any cash
payments that the Company may make pursuant to the
Exchange Warrant;
(E) amended the definition of Permitted Indebtedness set
forth in the August 2017 Notes and the November 2017
Notes to include the Exchange Warrant, to the extent
the Exchange Warrant is deemed to constitute
Indebtedness (as defined in the August 2017 Notes and
the November 2017 Notes); and
(F) effective as of the 5th trading day after the
Registration Statement is declared effective, the
August Securities Purchase Agreement, the August 2017
Notes, the November Securities Purchase Agreement and
the November 2017 Notes will be amended and restated,
automatically without any further action on the part
of the Company or the Investor required, to
intentionally omit or to delete the provisions (i)
prohibiting the filing of additional registration
statements by the Company and (ii) prohibiting the
issuance of additional securities by the Company
without the consent of the Investor.
The Exchange Warrant
The Exchange Warrant is in substantially the form of the August
Warrant, except that:
* The Exchange Warrant has an exercise price of $14.31
* The expiration date of the Exchange Warrant is Nov. 21,
2022.
* The Exchange Warrant may not be exercised into shares of
common stock unless the stockholders of the Company approve
the issuance in compliance with the rules and regulations of
the Nasdaq Capital Market.
* The Exchange Warrant is subject to redemption, refund or
alternate cashless exercise after the Remaining August Note
is no longer outstanding (or, if early, after February 16,
2018, if the Company fails to remain current in its filings
or an event of default under the August 2017 Notes occurs)
Redemption, Refund and Alternate Cashless Exercise
In exchange for the Company's receipt of the waivers described
above, including without limitation, the Additional Offering
Prohibition Waiver, the Company and the holder of the Exchange
Warrant agreed that after the Adjustment Time, one of the following
shall occur:
(i) if the net proceeds from the sale of shares of common stock
issuable upon conversion of the Remaining August Note by
the holder of the Exchange Warrant exceeds $18.1 million
(subject to reduction for any cash payment of the Remaining
August Note), the Company will receive up to the first $5
million in excess of such amount;
(ii) if the net proceeds from the sale of shares of common stock
issuable upon conversion of the Remaining August Note by
the holder of the Exchange Warrant is less than $18.1
million (subject to reduction for any cash payment of the
Remaining August Note), either of the following may occur:
- If the Stockholder Approval has been obtained, the
holder of the Exchange Warrant may request to effect an
alternate cashless exercise of the Exchange Warrant, in
whole or in part, pursuant to which, in lieu of the
shares of common stock issuable upon exercise of the
Exchange Warrant, the holder would receive up to the
Redemption Maximum Amount in shares of common stock at
the Alternate Cashless Exercise Price; or
- The holder of the Exchange Warrant may request a
redemption in cash of all, or any part, of the Exchange
Warrant at a price equal to such difference; provided,
that if certain equity conditions are met (including
obtaining the Stockholder Approval), the Company may
elect to pay such redemption price in shares of common
stock in an Alternate Cashless Exercise.
The Alternate Cashless Exercise Price is defined as that price
which shall be the greater of (x) $2.86 and (y) the lowest of (i)
the applicable exercise price as in effect on the applicable
exercise date, (ii) 85% of the VWAP of the shares of common stock
as of the trading day immediately preceding the trading day of
delivery of the applicable exercise notice, and (iii) 85% of the
lowest VWAP of the shares of common stock on any trading day during
the 2 trading day period commencing on, and including, the trading
day of the delivery of the applicable exercise notice.
A full-text copy of the Fourth Amendment and Exchange Agreement is
available for free at https://is.gd/SLezGc
About Helios and Matheson
Helios and Matheson Analytics Inc. (NASDAQ: HMNY) --
http://www.hmny.com/-- is a provider of information technology
services and solutions, offering a range of technology platforms
focusing on big data, artificial intelligence, business
intelligence, social listening, and consumer-centric technology.
Its holdings include RedZone Map, a safety and navigation app for
iOS and Android users, and a community-based ecosystem that
features a socially empowered safety map app that enhances mobile
GPS navigation using advanced proprietary technology. Through
TrendIt, HMNY has acquired technology addressing crowd and
migration patterns and consumer behavior in real-time. The
patented technology predicts population behavior, along with a
crowd's population size, origin and destination. HMNY is
headquartered in New York, NY and listed on the Nasdaq Capital
Market under the symbol HMNY.
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 Sept. 30,2017, Helios and
Matheson had $17.46 million in total assets, $41.54 million in
total liabilities, $2.09 million in redeemable common stock and a
$26.17 million total shareholders' deficit.
HELIOS AND MATHESON: Theodore Farnsworth Has 22.4% Equity Stake
---------------------------------------------------------------
Theodore Farnsworth disclosed in a Schedule 13D/A filed with the
Securities and Exchange Commission that he beneficially owns
2,490,000 shares of common stock of Helios and Matheson Analytics
Inc., constituting 22.4 percent based on 11,125,442 shares of
common stock outstanding as of Nov. 13, 2017 as reported to the
Company by its stock transfer agent, and including 500,000 shares
of common stock that the Company may issue to the reporting person
within 60 days.
Mr. Farnsworth may acquire 500,000 shares of the Company's common
stock as compensation for extraordinary services provided to the
Company in connection with the Company's pending acquisition of a
majority stake in MoviePass Inc. The shares will be issued upon
the completion of the MoviePass Transaction, which may occur within
60 days from the date of this Schedule 13D/A. The grant was
approved by the Company's Board of Directors on Aug. 10, 2017 and
by the Company's stockholders on Oct. 27, 2017. The reporting
person will have sole voting and dispositive power over the common
stock. The reporting person has not effected any transaction in
the Company's common stock during the last 60 days.
A full-text copy of the regulatory filing is available at:
https://is.gd/Kdba6t
About Helios and Matheson
Helios and Matheson Analytics Inc. (NASDAQ: HMNY) --
http://www.hmny.com/-- is a provider of information technology
services and solutions, offering a range of technology platforms
focusing on big data, artificial intelligence, business
intelligence, social listening, and consumer-centric technology.
Its holdings include RedZone Map, a safety and navigation app for
iOS and Android users, and a community-based ecosystem that
features a socially empowered safety map app that enhances mobile
GPS navigation using advanced proprietary technology. Through
TrendIt, HMNY has acquired technology addressing crowd and
migration patterns and consumer behavior in real-time. The
patented technology predicts population behavior, along with a
crowd's population size, origin and destination. HMNY is
headquartered in New York, NY and listed on the Nasdaq Capital
Market under the symbol HMNY.
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 Sept. 30,2017, Helios and
Matheson had $17.46 million in total assets, $41.54 million in
total liabilities, $2.09 million in redeemable common stock and a
$26.17 million total shareholders' deficit.
HH & JR INC: U.S. Trustee Unable to Appoint Committee
-----------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Lakeshore Properties of HH & JR
Inc., as of Nov. 16, according to a court docket.
Headquartered in Lake Worth, Florida, HH & JR Inc. dba One Stop
filed for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case
No. 17-19473) on July 27, 2017, estimating its assets and
liabilities at $100,001 and 500,000 each.
Chad T. Van Horn, Esq., at Van Horn Law Group, P.A.
HOAG URGENT: Hires Grobstein Teeple as Accountant
-------------------------------------------------
Hoag Urgent Care-Tustin, Inc., and its debtor-affiliates seek
permission from the U.S. Bankruptcy Court for the Central District
of California to employ Grobstein Teeple LLP as their accountants
effective as of November 1, 2017.
Professional services required of Grobstein Teeple are:
a. evaluate the assets and liabilities of the Debtors and
reconstructing any records necessary to, among other things,
determine the effect of the disposition of assets of the Estate;
b. render accounting services and accounting advice;
c. prepare and file necessary federal and state tax returns;
d. reconcile previously filed federal and state tax returns;
e. assist the Debtors in identification of cost reduction and
operations improvement opportunities;
e. assist the Debtors with potential sale of the Clinics, or
any of them, including preparing and supplying supporting financial
and tax analysis;
f. assist with the preparation of financial and other
information required by the Court and the Office of the United
States Trustee;
g. prepare additional financial analysis, as needed, to assist
with various business decisions; and
h. perform any other related services the Debtors may
reasonably require.
Grobstein Teeple billing rates are:
Partners and Directors $300-$425
Managing Consultants $200-$255
Consultants $85-$200
Administrators $100
Howard Grobstein, partner and director of Grobstein Teeple LLP,
attests that the firm is disinterested within the meaning of
Bankruptcy Code Sections 327(a) and 101(14).
The Firm can be reached through:
Howard B. Grobstein, CPA
Grobstein Teeple LLP
6300 Canoga Avenue, Suite 1500W
Woodland Hills, CA 91367
Tel: (818) 532-1020
Fax: (818) 532-1120
Email: hgrobstein@gtfas.com
About Hoag Urgent Care-Tustin Inc.
Hoag Urgent Care-Tustin, Inc. and its affiliates operate five
urgent care clinics located throughout Southern California.
The Debtors filed Chapter 11 bankruptcy petitions (Bankr. C.D. Cal.
Case No. 17-13077) on Aug. 2, 2017. The petitions were signed by
Dr. Robert C. Amster, president.
The Debtors disclosed that they had estimated assets and
liabilities of $1 million to $10 million.
Judge Theodor Albert presides over the cases. The Debtors hired
Keen-Summit Capital Partners LLC as investment banker.
HODGE'S CHAPEL: Full Payment for ADR at 4% Interest Under New Plan
------------------------------------------------------------------
Hodge's Chapel, LLC, filed with the U.S. Bankruptcy Court for the
Southern District of Alabama a first amended plan of
reorganization.
The new plan provides that the Debtor has the following
administrative expense claims:
-- Galloway, Wettermark, Everest & Rutens, LLP: The reasonable
fees and expenses of the attorney employed by the Debtor are
administrative expenses subject to the Court's approval and shall
be paid in full as soon as practical upon allowance by the Court.
These expenses are not expected to exceed $30,000. All other
administrative expenses will be paid within 90 days of
confirmation.
-- Internal Revenue Service: The Debtor may, at the time of
confirmation, owe an administrative expense claim to the Internal
Revenue Service for delinquent post-petition taxes. Any valid
administrative expense claim owed to the Internal Revenue Service
for delinquent post-petition taxes will be paid in 3 equal,
consecutive, monthly payments with the first payment due on the
effective date.
The plan also amended the treatment of the Class 2 priority claim
of the Alabama Department of Revenue. The Debtor currently owes the
department priority taxes of approximately $11,027.76 less any
payments made prior to plan confirmation. The Debtor proposes to
pay this secured debt in full amortized over 3 years at 4% interest
in consecutive monthly payments of $325.56.
The previous plan proposed to pay the taxes in full including
interest, in equal consecutive monthly installments including
interest at the rate of 3% per annum.
A copy of the Second Amended Plan is available at:
http://bankrupt.com/misc/alsb13-04034-282.pdf
About Hodge's Chapel LLC
Hodge's Chapel LLC, a funeral home in Mobile, Alabama, sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.
Ala. Case No. 13-04034) on November 14, 2013.
HOOPER HOLMES: Appoints Kevin Johnson as Its New CFO
----------------------------------------------------
Hooper Holmes, Inc. has appointed Kevin Johnson, 47, as its new
chief financial officer. Mr. Johnson replaced Steven Balthazor,
who ceased to serve as the CFO on Nov. 16, 2017.
Mr. Johnson joined the Company on Sept. 11, 2017, in the role of
senior financial advisor, in which position he worked until his
appointment to the office of CFO. Before joining the Company, Mr.
Johnson served as the CFO of MobileAware, a privately held
technology company, from 2016 to 2017, and as vice president,
corporate controller, and head of operations at Imprivata, Inc., a
provider of information technology security and identity solutions
to the healthcare industry, from 2012 to 2016. Imprivata was
listed on the NYSE during Mr. Johnson's tenure but was acquired and
became privately held in September 2016.
The material terms of the Company's Employment Agreement dated
Sept. 11, 2017 with Mr. Johnson are as follows:
* Mr. Johnson will receive a base salary of $250,000 per year,
subject to annual review and adjustment by the Company.
* Mr. Johnson is eligible for an annual bonus, payable in cash
or restricted stock, with a target level of 40% of his base
salary and payout determined by Company performance levels set
annually by the Company's Board of Directors.
* Mr. Johnson is eligible to participate in the Company's long-
term incentive compensation plans as in effect during the term
of the Employment Agreement. In lieu of an annual award under
the Company's Long-Term Incentive Plan during 2017, he
received in September 2017 an option to purchase 250,000
shares of the Company's common stock with a strike price of
$0.65 per share. Mr. Johnson's option to purchase 187,500 of
these shares vests in equal amounts over the first four
anniversaries of the date of grant. His option to purchase
the remaining 62,500 shares is subject to performance-based
vesting dependent on the Company's achievement, as of Dec. 31,
2017, of its $7 million run-rate synergy target for 2017 with
respect to the Company's May 2017 merger with Provant Health
Solutions, LLC. Mr. Johnson is eligible for an additional
cash bonus of $30,000 if the Company achieves more than
$750,000 over the run-rate synergy target by the end of 2017.
* The Employment Agreement does not provide a fixed term of
employment but will remain in effect until terminated by
either party in compliance with stated notice provisions. If
Mr. Johnson's employment is terminated (a) by the Company
without Cause, (b) by Mr. Johnson for Good Reason, or (c) as a
result of a Triggering Event following a Change in Control, he
will be entitled to a six-month continuation of his then-
current base salary and right to participate in Company
retirement and benefit plans. In addition, if his termination
occurs as a result of a Triggering Event following a Change in
Control, all of his outstanding stock options will vest upon
the date of his termination and will be exercisable for the
period specified in the applicable plan.
* The Employment Agreement contains other terms that are typical
of executive employment agreements, including provisions
covering confidentiality, non-competition, non-solicitation,
and intellectual property protection.
About Hooper Holmes
Founded in 1899, Hooper Holmes, Inc. --
http://www.hooperholmes.com/-- is a publicly-traded New York
corporation that provides health risk assessment services. With
the acquisition of Accountable Health Solutions, Inc. in 2015, the
Company has expanded to also provide corporate wellness and health
improvement services. This uniquely positions the Company to
transform and capitalize on the large and growing health and
wellness market as one of the only publicly-traded, end-to-end
health and wellness companies.
Mayer Hoffman McCann P.C., in Kansas City, Missouri, the Company's
independent accounting firm, issued a "going concern" qualification
on the consolidated financial statements for the year ended Dec.
31, 2016, citing that the Company has suffered recurring losses
from operations, negative cash flows from operations and other
related liquidity concerns, which raises substantial doubt about
the Company's ability to continue as a going concern.
Hooper Holmes reported a net loss of $10.32 million on $34.27
million of revenues for the year ended Dec. 31, 2016, compared to a
net loss of $10.87 million on $32.11 million of revenues for the
year ended Dec. 31, 2015. As of Sept. 30, 2017, Hooper Holmes had
$37.20 million in total assets, $42.11 million in total liabilities
and a total stockholders' deficit of $4.91 million.
IHEARTCOMMUNICATIONS INC: EVP & Gen. Counsel Will Leave Next Year
-----------------------------------------------------------------
iHeartMedia, Inc., the indirect parent company of
iHeartCommunications, Inc., and Robert H. Walls, Jr.,
iHeartCommunications' executive vice president, general counsel and
secretary, entered into an amendment to Mr. Walls' employment
agreement, dated as of Jan. 1, 2010. Pursuant to the Amendment,
Mr. Walls agreed to continue his employment with iHeartMedia
through June 30, 2018, during which time Mr. Walls agreed to
continue performing his duties and responsibilities and to
cooperate in transitioning his duties and responsibilities to other
employees of iHeartMedia. Effective on the Completion Date, Mr.
Walls' employment with iHeartMedia will automatically terminate,
and the termination will be considered to be a voluntary
termination of employment without "Good Cause" for purposes of the
Employment Agreement such that Mr. Walls will not be eligible for
severance or termination pay.
Mr. Walls will receive a completion bonus in the amount of
$2,325,000; provided, that if Mr. Walls' employment with
iHeartMedia is terminated before the Completion Date by iHeartMedia
for "Cause" or by Mr. Walls for any reason, Mr. Walls will be
required to repay the after-tax value of such bonus to iHeartMedia
within 10 days of that termination. If Mr. Walls is terminated by
iHeartMedia without "Cause" or Mr. Walls terminates for "Good
Cause," in each case, before the Completion Date, Mr. Walls will be
entitled to the following payments: (i) any portion of his 2017
annual bonus to the extent that it is earned and unpaid as of the
date of termination, and (ii) his base salary through the
Completion Date.
The Amendment includes a standard release of claims against
iHeartMedia by Mr. Walls.
About iHeartMedia, Inc. and
iHeartCommunications, Inc.
iHeartMedia, Inc. (PINK: IHRT), the parent company of
iHeartCommunications, Inc., is a global media and entertainment
company. The Company specializes in radio, digital, outdoor,
mobile, social, live events, on-demand entertainment and
information services for local communities, and uses its
unparalleled national reach to target both nationally and locally
on behalf of its advertising partners. The Company is dedicated to
using the latest technology solutions to transform the Company's
products and services for the benefit of its consumers,
communities, partners and advertisers, and its outdoor business
reaches over 34 countries across five continents, connecting people
to brands using innovative new technology.
iHeartCommunications reported a net loss attributable to the
Company of $296.31 million in 2016, a net loss attributable to the
Company of $754.62 million in 2015, and a net loss attributable to
the Company of $793.76 million in 2014. As of Sept. 30, 2017,
iHeartCommunications had $12.25 billion in total assets, $23.93
billion in total liabilities and a total stockholders' deficit of
$11.67 billion.
* * *
In March 2017, Fitch Ratings downgraded iHeartCommunications,
Inc.'s Long-Term Issuer Default Rating (IDR) to 'C' from 'CC'. The
downgrade reflects iHeart's announcement on March 15, 2017, that
the company has commenced a global restructuring effort targeting
approximately $14.6 billion in debt including all of the
outstanding Term Loans and PGNs as well as the senior notes due
2021.
Also in March 2017, S&P Global Ratings lowered its corporate credit
rating on Texas-based media company iHeartMedia Inc. and its
subsidiary iHeartCommunications Inc. to 'CC' from 'CCC'. The
rating outlook is negative. The downgrade follows
iHeartCommunications' announcement that it has offered to exchange
five series of priority-guarantee notes, its senior notes due 2021,
and its term loan D and E for longer-dated debt; and, in certain
scenarios, stock and warrants, or contingent value rights. "Under
all but one scenario, there would be a reduction in the principal
amount of debt outstanding and an extension of the debt maturity by
two years for exchanged debt," said S&P Global Ratings' credit
analyst Jeanne Shoesmith. "The company's debt is trading at
significant discounts to par of 20%-60%, and we believe its capital
structure is unsustainable."
In December 2016, Moody's Investors Service affirmed
iHeartCommunications, Inc.'s 'Caa2' Corporate Family Rating.
IHEARTCOMMUNICATIONS INC: Extends Private Term Loan Offers
----------------------------------------------------------
iHeartCommunications, Inc., has extended the deadline for
participation in the private offers to lenders under its Term Loan
D and Term Loan E facilities to amend the Existing Term Loans. The
Term Loan Offers have been extended to 5:00 p.m., New York City
time, on Dec. 8, 2017. iHeartCommunications is extending the Term
Loan Offers to continue discussions with lenders regarding the
terms of the Term Loan Offers.
The terms of the Term Loan Offers have not been amended and remain
the same as set forth in the Confidential Information Memorandum,
dated March 15, 2017, as supplemented by Supplements No. 1 through
No. 5 (as so supplemented, the "Confidential Information
Memorandum").
The Term Loan Offers, which are only available to holders of
Existing Term Loans, are being made pursuant to the Confidential
Information Memorandum, and are exempt from registration under the
Securities Act of 1933. The new securities of iHeartMedia, Inc.,
CC Outdoor Holdings, Inc., Broader Media, LLC and/or
iHeartCommunications being offered in the Term Loan Offers are
offered only in reliance on exemptions from registration under the
Securities Act. The New Securities have not been registered under
the Securities Act, or the securities laws of any state or other
jurisdiction, and may not be offered or sold in the United States
without registration or an applicable exemption from the Securities
Act and applicable state securities or blue sky laws and foreign
securities laws.
Documents relating to the Term Loan Offers will only be distributed
to holders of Existing Term Loans that complete and return a letter
of eligibility. Holders of Existing Term Loans that desire a copy
of the letter of eligibility must contact Global Bondholder
Services Corporation, the tabulation agent and information agent
for the Offers, by calling toll-free (866) 470-3700 or at (212)
430-3774 (banks and brokerage firms) or visit the following website
to complete and deliver the letter of eligibility in electronic
form: http://gbsc-usa.com/eligibility/ihc-termloanoffers.
About iHeartMedia, Inc.
/iHeartCommunications, Inc.
iHeartMedia, Inc. (PINK: IHRT), the parent company of
iHeartCommunications, Inc., is one of the leading global media and
entertainment companies. The company specializes in radio,
digital, outdoor, mobile, social, live events, on-demand
entertainment and information services for local communities, and
uses its national reach to target both nationally and locally on
behalf of its advertising partners. The company is dedicated to
using the latest technology solutions to transform the company's
products and services for the benefit of its consumers,
communities, partners and advertisers, and its outdoor business
reaches over 31 countries across five continents, connecting people
to brands using innovative new technology.
iHeartCommunications reported a net loss attributable to the
Company of $296.31 million in 2016, a net loss attributable to the
Company of $754.62 million in 2015, and a net loss attributable to
the Company of $793.76 million in 2014. As of Sept. 30, 2017, the
Company had $12.25 billion in total assets, $23.93 billion in total
liabilities and a total stockholders' deficit of $11.67 million.
* * *
In March 2017, Fitch Ratings downgraded iHeartCommunications,Inc.'s
Long-Term Issuer Default Rating (IDR) to 'C' from 'CC'. The
downgrade reflects iHeart's announcement on March 15, 2017, that
the company has commenced a global restructuring effort targeting
approximately $14.6 billion in debt including all of the
outstanding Term Loans and PGNs as well as the senior notes due
2021.
Also in March 2017, S&P Global Ratings lowered its corporate credit
rating on Texas-based media company iHeartMedia Inc. and its
subsidiary iHeartCommunications Inc. to 'CC' from 'CCC'. The
rating outlook is negative. The downgrade follows
iHeartCommunications' announcement that it has offered to exchange
five series of priority-guarantee notes, its senior notes due 2021,
and its term loan D and E for longer-dated debt; and, in certain
scenarios, stock and warrants, or contingent value rights. "Under
all but one scenario, there would be a reduction in the principal
amount of debt outstanding and an extension of the debt maturity by
two years for exchanged debt," said S&P Global Ratings' credit
analyst Jeanne Shoesmith. "The company's debt is trading at
significant discounts to par of 20%-60%, and we believe its capital
structure is unsustainable."
In December 2016, Moody's Investors Service affirmed
iHeartCommunications, Inc.'s 'Caa2' Corporate Family Rating.
IHEARTCOMMUNICATIONS INC: Extends Senior Notes Private Offers
-------------------------------------------------------------
iHeartCommunications, Inc., has extended the private offers to
holders of certain series of iHeartCommunications' outstanding debt
securities to exchange the Existing Notes for new securities of
iHeartMedia, Inc., CC Outdoor Holdings, Inc. and
iHeartCommunications, and the related solicitation of consents from
holders of Existing Notes to certain amendments to the indentures
and security documents governing the Existing Notes.
The Exchange Offers and Consent Solicitations were previously
scheduled to expire on Nov. 24, 2017, at 5:00 p.m., New York City
time, and will now expire on Dec. 8, 2017, at 5:00 p.m., New York
City time. The deadline to withdraw tendered Existing Notes in the
Exchange Offers and revoke consents in the Consent Solicitations
has also been extended to 5:00 p.m., New York City time, on Dec. 8,
2017. iHeartCommunications is extending the Exchange Offers and
Consent Solicitations to continue discussions with holders of
Existing Notes regarding the terms of the Exchange Offers and to
continue discussions with lenders under its Term Loan D and Term
Loan E facilities in connection with the concurrent private offers
made to such lenders, which iHeartCommunications announced today
will now expire at 5:00 p.m., New York City time, on Dec. 8, 2017.
As of Nov. 22, 2017 at 3:00 p.m., New York City time, an aggregate
amount of approximately $30.3 million of Existing Notes,
representing approximately 0.4% of outstanding Existing Notes, had
been tendered into the Exchange Offers.
The terms of the Exchange Offers and Consent Solicitations have not
been amended and remain the same as set forth in the Amended and
Restated Offering Circular and Consent Solicitation Statement,
dated April 14, 2017, as supplemented by Supplement No. 1.
The Exchange Offers and Consent Solicitations, which are only
available to holders of Existing Notes, are being made pursuant to
the Offering Circular, and are exempt from registration under the
Securities Act of 1933. The New Securities, including the new debt
of iHeartCommunications and related guarantees, will be offered
only in reliance on exemptions from registration under the
Securities Act. The New Securities have not been registered under
the Securities Act, or the securities laws of any state or other
jurisdiction, and may not be offered or sold in the United States
without registration or an applicable exemption from the Securities
Act and applicable state securities or blue sky laws and foreign
securities laws.
Documents relating to the Exchange Offers and Consent Solicitations
will only be distributed to holders of the Existing Notes that
complete and return a letter of eligibility. Holders of Existing
Notes that desire a copy of the letter of eligibility must contact
Global Bondholder Services Corporation, the exchange agent and
information agent for the Exchange Offers and Consent
Solicitations, by calling toll-free (866) 470-3700 or at (212)
430-3774 (banks and brokerage firms) or visit the following website
to complete and deliver the letter of eligibility in electronic
form: http://gbsc-usa.com/eligibility/ihc-bondoffers.
About iHeartMedia, Inc.
/iHeartCommunications, Inc.
iHeartMedia, Inc. (PINK: IHRT), the parent company of
iHeartCommunications, Inc., is one of the leading global media and
entertainment companies. The company specializes in radio,
digital, outdoor, mobile, social, live events, on-demand
entertainment and information services for local communities, and
uses its national reach to target both nationally and locally on
behalf of its advertising partners. The company is dedicated to
using the latest technology solutions to transform the company's
products and services for the benefit of its consumers,
communities, partners and advertisers, and its outdoor business
reaches over 31 countries across five continents, connecting people
to brands using innovative new technology.
iHeartCommunications reported a net loss attributable to the
Company of $296.31 million in 2016, a net loss attributable to the
Company of $754.62 million in 2015, and a net loss attributable to
the Company of $793.76 million in 2014. As of Sept. 30, 2017, the
Company had $12.25 billion in total assets, $23.93 billion in total
liabilities and a total stockholders' deficit of $11.67 million.
* * *
In March 2017, Fitch Ratings downgraded iHeartCommunications,
Inc.'s Long-Term Issuer Default Rating (IDR) to 'C' from 'CC'. The
downgrade reflects iHeart's announcement on March 15, 2017, that
the company has commenced a global restructuring effort targeting
approximately $14.6 billion in debt including all of the
outstanding Term Loans and PGNs as well as the senior notes due
2021.
Also in March 2017, S&P Global Ratings lowered its corporate credit
rating on Texas-based media company iHeartMedia Inc. and its
subsidiary iHeartCommunications Inc. to 'CC' from 'CCC'. The
rating outlook is negative. The downgrade follows
iHeartCommunications' announcement that it has offered to exchange
five series of priority-guarantee notes, its senior notes due 2021,
and its term loan D and E for longer-dated debt; and, in certain
scenarios, stock and warrants, or contingent value rights. "Under
all but one scenario, there would be a reduction in the principal
amount of debt outstanding and an extension of the debt maturity by
two years for exchanged debt," said S&P Global Ratings' credit
analyst Jeanne Shoesmith. "The company's debt is trading at
significant discounts to par of 20%-60%, and we believe its capital
structure is unsustainable."
In December 2016, Moody's Investors Service affirmed
iHeartCommunications, Inc.'s 'Caa2' Corporate Family Rating.
IMPERIAL METALS: Moody's Assigns Caa2-PD/LD Prob. of Default Rating
-------------------------------------------------------------------
Moody's Investors Service has appended a limited default
designation (LD) to Imperial Metals Corporation's Probability of
Default (PDR) rating Caa2-PD/LD. Moody's affirmed Imperial's Caa2
Corporate Family Rating (CFR), its Caa3 senior unsecured rating and
its SGL-4 speculative grade liquidity rating. The outlook is
negative. The LD designation will be removed within 3 business days
and the PDR will be Caa2-PD.
Moody's Investors Service views the extended maturity dates of
Imperial's first lien senior credit facility (to October 1, 2018
from March 15, 2018) and its second lien credit facility (to
December 1, 2018 from August 15, 2018) as a distressed exchange and
limited default under Moody's definition of default. The maturity
extension represented a distressed exchange because loss and
default avoidance were present as part of the extension.
Outlook Actions:
Issuer: Imperial Metals Corporation
-- Outlook, Remains Negative
Affirmations:
Issuer: Imperial Metals Corporation
-- Probability of Default Rating, Affirmed Caa2-PD /LD (/LD
appended)
-- Speculative Grade Liquidity Rating, Affirmed SGL-4
-- Corporate Family Rating, Affirmed Caa2
-- Senior Unsecured Regular Bond/Debenture, Affirmed Caa3 (LGD4)
RATINGS RATIONALE
Imperial Metal's Caa2 Corporate Family rating (CFR) is driven by
Moody's view that Imperial's capital structure is likely untenable,
with LTM adjusted debt/EBITDA around 10x, nearly all of its CAD$800
million of debt due in less than two years, continuing negative
free cash flow and a lack of liquidity, and the company's
announcement that it is considering strategic alternatives. Though
the Red Chris mine has been in commercial production since July
2015 and the Mount Polley mine resumed normal operations in June
2016 following its tailing dam breach, copper production at both
sites has been lower than guidance and Imperial is in the process
of revising mine plans at each operation. Additionally, the company
is exposed to volatility in commodity prices, particularly copper.
The Red Chris and Mount Polley mines benefit from locations in a
favorable mining jurisdiction (Canada), long reserve lives, and
metal diversity (2016 revenues were 64% from copper and 34% from
gold).
Imperial's liquidity is weak (SGL-4). The company has total sources
of liquidity of CAD$30 million. This includes cash of CAD$9 million
and CAD $5 million undrawn on its senior credit facility at Q3/17,
a new CAD$10 million unsecured debt facility (effective Nov 1,
matures Jan 2019), and an incremental CAD$6 million received from
its bridge loan having been increased to CAD$26 million (from
CAD$20 million) effective October 31, 2017. Imperial announced it
will conduct a rights offering that could raise up to CAD$42.4
million, which will conclude December 22, that will provide
additional liquidity. However, all its debt matures within 15
months, and the company has said it is considering all of its
options, including a review of strategic alternatives. Moody's
believes Imperial's CAD$800 million in debt will likely be
addressed in one restructuring. Its CAD$200 million revolver is due
October 2018, its CAD$50 million second lien credit facility is due
December 2018, its $CAD10 million unsecured debt facility, and
CAD$26 million bridge loan are due January 2019, and its US$325
million senior unsecured notes and CAD$75 million Junior Credit
Facility are due March 2019.
Imperial has received a permanent waiver of the breach of its
EBITDA covenant related to the quarter ended June 30, 2017, and its
amended covenants include a maximum secured debt to EBITDA ratio of
3.75x (3.3x at Q3/17) and a minimum liquidity covenant of CAD$5.0
million.
The negative outlook reflects Moody's view that at 10x adjusted LTM
debt/EBITDA, Imperial's capital structure is likely untenable, and
that all of its CAD$800 million in debt is likely to be
restructured.
A lower rating would occur if Moody's expect an imminent default.
A higher rating would require Imperial to successfully address all
of its upcoming debt maturities and improve and sustain its
operating performance, including the generation of sustainable
positive free cash flow and a reduction of leverage towards 6x.
The USD$325 million senior unsecured notes are rated one notch
below the corporate family rating because of the prior ranking of
the secured facilities.
Imperial Metals Corporation wholly-owns Red Chris and Mount Polley
- both open pit copper/ gold mines located in British Columbia,
Canada, and 100% of Huckleberry (on care and maintenance), an open
pit copper mine also located in British Columbia. Mount Polley
incurred a breach of its tailings dam in August, 2014, and received
authorization to resume normal operations in June 2016. Red Chris
achieved commercial production on July 1, 2015.
The principal methodology used in these ratings was Global Mining
Industry published in August 2014.
IMPERIAL METALS: Offers Rights to Subscribe 19.1M Common Shares
---------------------------------------------------------------
Imperial Metals Corporation filed a Form F-7 registration statement
with the U.S. Securities and Exchange Commission in connection with
an offering of rights to subscribe for 19,080,978 common shares of
the Company at a price of $2.25 per share.
Imperial is issuing transferable rights to the holders of its
outstanding Common Shares of record at the close of business on
Nove. 23, 2017. The Rights entitle their holders to subscribe for
Common Shares on the terms described in this circular.
The Rights will be issued only to shareholders resident in a
province or territory of Canada and the United States, excluding
the states of Arizona, Arkansas, California, Minnesota, Ohio and
Wisconsin.
The Offering is not subject to a minimum subscription. The Company
has received commitments from existing shareholders to subscribe
for an aggregate of approximately 8,174,948 Common Shares,
representing such shareholders' Basic Subscription Privilege. The
Company has also received a stand-by guarantee to purchase any
Common Shares issuable under the Offering which remain unsubscribed
for by the holders of Rights.
The Common Shares are listed on the Toronto Stock Exchange ("TSX")
under the trading symbol "III".
The Rights will trade on the TSX under the trading symbol "III.RT"
until 9:00 a.m. (Pacific Time) on Dec. 22, 2017.
A full-text copy of the Rights Offering Prospectus is available for
free at https://is.gd/9y8d8j
About Imperial
Imperial Metals Corporation is a Vancouver based exploration, mine
development and operating company. The Company, through its
subsidiaries, owns the Red Chris, Mount Polley and Huckleberry
copper mines in British Columbia. Imperial also holds a 50%
interest in the Ruddock Creek lead|zinc property in British
Columbia.
* * *
As reported by the TCR on July 20, 2017, Moody's Investors Service
downgraded Imperial Metals Corporation's Corporate Family rating to
Caa2 from Caa1. "The downgrade and negative outlook reflect
Imperial's announcement that production will not meet its guidance,
it will breach bank covenants, require additional financing and it
will review strategic alternatives" said Jamie Koutsoukis, Moody's
vice-president.
In July 2017, S&P Global Ratings lowered its long-term corporate
credit rating on Vancouver-based Imperial Metals Corp. to 'CCC-'
from 'CCC'. The downgrade follows Imperial's announcement that it
will breach some financial covenants under its senior credit
facility and require additional liquidity to remain a going
concern.
INTREPID POTASH: Appoints New VP Sales and Marketing
----------------------------------------------------
Intrepid Potash, Inc., has appointed Mark A. McDonald as its vice
president of sales and marketing. Mr. McDonald has over 28 years
of experience in the North American agriculture industry and has
been with Intrepid since 2013. On Nov. 13, 2017, Jeffrey C. Blair
submitted his resignation as Intrepid's vice president of sales and
marketing effective as of Nov. 28, 2017, to pursue an out-of-state
career opportunity.
About Intrepid
Intrepid Potash (NYSE:IPI) -- http://www.intrepidpotash.com/-- is
the only U.S. producer of muriate of potash. Potash is applied as
an essential nutrient for healthy crop development, utilized in
several industrial applications and used as an ingredient in animal
feed. Intrepid also produces a specialty fertilizer, Trio, which
delivers three key nutrients, potassium, magnesium, and sulfate, in
a single particle. Intrepid also sells water and by-products such
as salt, magnesium chloride, and brine. Intrepid serves diverse
customers in markets where a logistical advantage exists; and is a
leader in the utilization of solar evaporation production, one of
the lowest cost, environmentally friendly production methods for
potash. Intrepid's production comes from three solar solution
potash facilities and one conventional underground Trio mine.
Intrepid reported a net loss of $66.63 million for the year ended
Dec. 31, 2016, following a net loss of $524.8 million for the year
ended Dec. 31, 2015.
As of Sept. 30, 2017, Intrepid had $507.82 million in total assets,
$104.32 million in total liabilities and $403.50 million in total
stockholders' equity.
"Our operations have primarily been funded from cash on hand and
cash generated by operations. We continue to monitor our future
sources and uses of cash, and anticipate that we will adjust our
capital allocation strategies when, and if, determined by our Board
of Directors. We expect to continue to look for opportunities to
improve our capital structure by reducing current debt and its
related interest expense. We may, at any time we deem conditions
favorable, also attempt to improve our liquidity position by
accessing debt or equity markets, including through our
at-the-market offering program, in accordance with our existing
debt agreements. We cannot provide any assurance that we will
pursue any of these transactions or that we will be successful in
completing them on acceptable terms or at all. With the
availability under our credit facility with the Bank of Montreal
and future cash generated from operations, we believe that we have
sufficient liquidity for the next twelve months," the Company
stated in its quarterly report for the period ended Sept. 30, 2017.
ITUS CORP: Signs Two-Year Collaboration Agreement with Moffitt
--------------------------------------------------------------
ITUS Corporation, through its wholly-owned subsidiary, Certainty
Therapeutics, Inc., entered into a two-year collaboration agreement
with H. Lee Moffitt Cancer Center and Research Institute, Inc. to
advance toward human clinical testing the CAR-T technology licensed
by Certainty from The Wistar Institute aimed initially at treating
ovarian cancer.
Pursuant to the Agreement, Certainty will work with researchers at
Moffitt to complete studies necessary to submit an Investigational
New Drug (IND) application for the Technology with the U.S. FDA.
The co-inventor of the CAR-T technology that Certainty licensed
from The Wistar Institute will be the principal investigator at
Moffitt on the IND-enabling studies.
Certainty will pay Moffitt $1.16 million over two years for its
efforts in the Collaboration, with the first payment to be paid
upon the execution of the Agreement, and subsequent installments to
be paid periodically thereafter.
The research materials contributed by the respective parties in the
Collaboration will continue to be owned by those parties; provided,
however, that all data generated by or in collaboration with
Moffitt or use of the contributed research materials shall be
jointly owned by the parties. The Agreement does not grant Moffitt
any rights to the Technology, however, any Inventions invented
jointly between Certainty and Moffitt employees will be jointly
owned by Certainty and Moffitt.
The Company has granted Moffitt a royalty-free, non-sublicensable,
non-transferable, perpetual, non-exclusive license to use and
practice any Invention (as such term is defined in the Agreement)
invented by the Company for Moffitt's internal non-commercial
research purposes. Moffitt has granted the Company an option to
acquire a royalty-bearing, sublicensable exclusive license in any
Invention invented by Moffitt or to Moffitt's rights in a joint
Invention. The option is exercisable within six months after
Moffitt notifies the Company of a new Invention, and the terms of
any such license would be negotiated by the parties following the
option exercise.
About ITUS Corporation
San Jose, California-based ITUS Corporation (NASDAQ:ITUS) --
http://www.ITUScorp.com/-- funds, develops, acquires, and licenses
emerging technologies in areas such as biotechnology. Formerly
known as CopyTele, the Company is developing a platform called
Cchek, a series of non-invasive, blood tests for the early
detection of solid tumor based cancers, which is based on the
body's immunological response to the presence of a malignancy.
CopyTele changed its name to "ITUS Corporation" on Sept. 2, 2014,
to reflect the Company's change in its business operations.
Haskell & White LLP, in Irvine, California, issued a "going
concern" qualification on the Company's consolidated financial
statements for the year ended Oct. 31, 2016, citing that the
Company has limited working capital and limited revenue-generating
operations and a history of net losses and net operating cash flow
deficits. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
ITUS Corp reported a net loss of $5.01 million for the year ended
Oct. 31, 2016, following a net loss of $1.37 million for the year
ended Oct. 31, 2015. As of July 31, 2017, ITUS had $8.41 million
in total assets, $2.92 million in total liabilities, and $5.48
million in total shareholders' equity.
JACK ROSS: Files Second Amendment to 2nd Amended Disclosures
------------------------------------------------------------
Jack Ross Industries LLC filed with the U.S. Bankruptcy Court for
the District of Nevada a second amendment to its second amended
disclosure statement dated Sept. 12, 2017.
Exhibit C is amended to show Falcon Plastics, Inc., with a
scheduled amount of $1,290.26, instead of unknown, and a new total
of $796,452.62 in scheduled unsecured claims.
A copy of the Second Amendment to the Second Amended Disclosure
Statement is available at:
http://bankrupt.com/misc/nvb16-51053-175.pdf
About Jack Ross Industries
Jack Ross Industries, LLC, based in Reno, Nevada, operates an
indoor gun shooting range. The Debtor also sells ammunition and
other supplies related to gun maintenance.
The Debtor filed a Chapter 11 petition (Bankr. D. Nev. Case No.
16-51053) on Aug. 24, 2016. The petition was signed by Christopher
Parker, managing member. The Debtor is represented by Alan R.
Smith, Esq., at the Law Offices of Alan R. Smith. The case is
assigned to Judge Bruce T. Beesley. The Debtor disclosed $168,100
in assets and $1.06 million in liabilities.
No official committee of unsecured creditors has been appointed in
the case.
On April 3, 2017, the Debtor filed a disclosure statement, which
explains its proposed Chapter 11 plan of reorganization.
JAMES R. PITCAIRN: U.S. Trustee Unable to Appoint Committee
-----------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of James R. Pitcairn, Inc., as of
Nov. 21, according to a court docket.
About James R. Pitcairn Inc.
Based in Pittsburgh, Pennsylvania, James R. Pitcairn, Inc. --
http://www.jamesrpitcairn.com/-- sells, services, installs, and
repairs residential elevators, wheelchair lifts, stair lifts, and
dumbwaiters. Its products are manufactured by Custom Elevator
Manufacturing Company, Inc., and hand crafted to meet each
specialized individual's mobility needs.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. W.D. Pa. Case No. 17-24210) on Oct. 21, 2017. Craig
M. Pitcairn, its president, signed the petition.
At the time of the filing, the Debtor disclosed that it had
estimated assets of less than $50,000 and liabilities of $1 million
to $10 million.
Judge Carlota M. Bohm presides over the case.
Gary William Short, Esq., at the law firm of Gary W. Short serves
as the Debtor's bankruptcy counsel.
JEFFREY L. MILLER: Court OKs Sale of 4 Tampa Parcels to ESJ for $7M
-------------------------------------------------------------------
Judge Michael G. Williamson of the U.S. Bankruptcy Court for the
Middle District of Florida authorized Jeffrey L. Miller
Investments, Inc.'s sale of parcels of real property located at
2400, 2250, 2304 and 2410 East Busch Boulevard, Tampa, Florida, to
ESJ Real Estate Services, LLC or its assigns for $7,000,000.
The Debtor is authorized to execute any documents necessary to
consummate the sale of the Real Estate Parcels to ESJ by Dec. 12,
2017. Notwithstanding the foregoing, the Debtor must receive the
consent of Private Financing Alternatives, Inc. ("PFA") and New
Springs, Inc. prior to the closing of any sale of the Real Estate
Parcels.
The liens of any creditors secured by the Real Estate Parcels will
attach to the proceeds from the sale.
The Debtor is authorized to pay all the broker's fees, liens, and
all ordinary and necessary closing expenses normally attributed to
a seller of real estate at closing. Any net proceeds from the sale
of the Real Estate Parcels, after payment of closing costs and
payoff of the lien of PFA, will be escrowed in dual-signature DIP
account.
The Debtor will file a copy of the closing statement on the sale of
the Real Estate Parcels with the Court within five days of the
closing date. The closing statement will also be included with the
Debtor's appropriate monthly operating report. Said report, and
all future reports, will also include any disbursements of the sale
proceeds.
About Jeffrey L. Miller Investments
Jeffrey L. Miller Investments, Inc., based in Tampa, FL, filed a
Chapter 11 petition (Bankr. M.D. Fla. Case No. 16-10036) on Nov.
23, 2016. The petition was signed by Jeffrey L. Miller, president.
At the time of the filing, the Debtor disclosed $6.54 million in
assets and $4.18 million in liabilities.
Judge Michael G. Williamson presides over the case.
Buddy D. Ford, P.A., serves as bankruptcy counsel to the Debtor.
The Debtor hired Owen & Dunivan, PLLC, as its corporate counsel and
Robert F. Cohen, CPA, PA, as its accountant.
The Court appointed SOLDNOW, LLC, doing business as Tranzon
Driggers, as auctioneer for the Debtor.
JETBLUE AIRWAYS: S&P Raises CCR to 'BB' on Improved Performance
---------------------------------------------------------------
S&P Global Ratings upgraded its corporate credit rating on JetBlue
Airways Corp. to 'BB' from 'BB-'. The outlook is stable.
S&P said, "Our upgrade of JetBlue Airways Corp., the sixth largest
U.S. airline (measured by air traffic and revenue), is based on the
company's stronger credit metrics based on improved operating
performance and over $1 billion of debt reduction since 2014.
JetBlue's operating costs benefit from its high aircraft
utilization, productive employees, and relatively simple route
network. JetBlue has substantial market share in its focus cities
of Boston, New York, and Fort Lauderdale. The company has also seen
a favorable response to its MINT premium product offered on
transcontinental routes. Nevertheless, it is exposed to the
fundamental characteristics of the airline industry, such as high
levels of competition, susceptibility to U.S. and global economic
cycles, oil price fluctuations, and unforeseen events such as
terrorism and disease outbreaks.
"The stable outlook reflects our expectation that JetBlue's credit
metrics will remain stable through 2018, driven by a generally
favorable environment in the U.S. airline industry and anticipated
stable fuel prices. We expect that JetBlue's Debt-to-EBITDA ratio
will be below 2x and FFO-to-Debt ratio will be around 50%.
"Although unlikely over the next year, we could lower the ratings
if JetBlue's operating performance is affected by
weaker-than-expected demand and/or substantially higher fuel
prices, or if the company were to engage in a large share
repurchase program, causing the company's FFO-to-debt ratio to fall
below 40% on a sustained basis.
"Although unlikely over the next year, we could raise our ratings
on JetBlue if the company's operating performance continues to
improve, based on higher-than-expected revenue growth, declining
fuel prices, and reduction of debt that would increase its
FFO-to-debt ratio to over 60% on a sustained basis."
JOURNAL-CHRONICLE CO: Court Enters Final Cash Collateral Order
--------------------------------------------------------------
The Hon. William J. Fisher of the U.S. Bankruptcy Court for the
District of Minnesota has signed a final order approving the cash
collateral stipulation between Journal-Chronicle Company and
Profinium, Inc.
The Debtor is authorized to grant, has and will grant, any creditor
having an interest in cash collateral a replacement lien in its
postpetition assets of the same type and nature as subject to the
pre-petition liens but will not include Chapter 5 Actions. Such
liens will have the same priority and effect as such lien creditors
held on the prepetition property of the Debtor, and are granted
only to the extent of the diminution in value of such creditors'
interest in pre-petition collateral.
As additional adequate protection, the Debtor agrees to:
(a) maintain insurance on all of the property in which any
secured creditor having a lien in cash collateral (and all other
secured creditors) claims a security interest;
(b) pay all post-petition federal and state taxes, including
timely deposit of payroll taxes;
(c) provide the secured creditors and the U.S. Trustees (upon
reasonable notice), access during normal business hours for
inspection of their collateral and the Debtor’s business records;
and
(d) deposit all cash proceeds and income into a Debtor in
Possession Account.
A full-text copy of the Final Order, dated November 16, 2017, is
available at https://is.gd/IzJezf
About Journal-Chronicle Company
Journal-Chronicle Company, a Minnesota corporation --
http://www.j-cpress.com/services-- provides offset, digital and
wide-format printing services. The Company also offers mailing,
fulfillment and marketing support to its clients. J-C Press works
with UPS, FedEx, USPS and a variety of other carriers to make sure
customers get the products on time. The company ships to all 50
states and across the globe.
Journal-Chronicle Company, doing business as J-C Press, filed a
Chapter 11 petition (Bankr. D. Minn. Case No. 17-33322) on Oct. 23,
2017. The petition was signed by Patrick J. McDermott, president.
At the time of filing, the Debtor estimated assets and liabilities
at $1 million to $10 million.
The case is assigned to Judge William J Fisher.
The Debtor is represented by Thomas Flynn, Esq., at Larkin Hoffman
Daly & Lindgren Ltd.
JUDSON COLLEGE: S&P Lowers 2010 Revenue Bonds Rating to 'BB'
------------------------------------------------------------
S&P Global Ratings lowered its rating to 'BB' from 'BB+' on the
Educational Building Authority of the City of Marion, Ala.'s series
2010 revenue bonds, issued for Judson College. The outlook is
stable.
S&P said, "The lowered rating reflects our view of the college's
high and increasing reliance on lines of credit after the
expectation of a decrease in these draws," said S&P Global Ratings
credit analyst Phillip Pena. The lowered rating also reflects a
slight decline in both retention and full-time enrollment levels;
however, this is partly offset by improved selectivity and
applications for fall 2017 and by the college's first year of
positive operating performance after two years of operating
deficits.
"We assessed Judson's enterprise profile as adequate, characterized
by very small enrollment of approximately 350 full-time-equivalent
students and niche demand profile as an all-female Christian-based
college, with sufficient selectivity and matriculation for the
rating category. We assessed Judson's financial profile as
vulnerable, reflecting positive to break-even operating
performance; a high tuition discount rate; limited operating
flexibility; and a high maximum annual debt service burden,
particularly when incorporating the increased borrowings on lines
of credit. Combined, we believe these credit factors lead to an
indicative standalone credit profile of 'bb', and a final rating of
'BB'. In our opinion, the 'BB' rating on the college's bonds
reflects Judson's debt profile, with continued borrowings on
short-term lines of credit, and balance sheet metrics that are in
line with the current rating level.
"The stable outlook reflects our opinion that, over the next year,
the college will maintain enrollment, operations will remain close
to break even, and financial resource measures will not deteriorate
significantly. In addition, we expect the college to decrease its
borrowings on short-term lines of credit. We consider the lines of
credit an inherent weakness to the college's credit profile as they
have the potential for nonrenewal, though we note they have been
successfully renewed in every year since we began rating the
college's debt.
"We could consider a negative rating action should the college
produce deficit operations, a notable decrease in financial
resources from current levels, any further enrollment declines, or
a weakening of the college's demand profile, or should support from
the Alabama State Convention be significantly reduced without a
replacement revenue source. Also, an increase in either long-term
or short-term debt not supported by commensurate financial resource
growth could negatively pressure the rating, in our view.
“We could consider a positive rating action should the college
decrease its reliance on lines of credit while increasing
enrollment, matriculation, and retention rates. We could also
consider a positive rating action should the college's financial
resources grow significantly."
KIWA BIO-TECH: Files Restated 2016 Financial Statements
-------------------------------------------------------
Following a re-audit of Kiwa Bio-Tech Products Group Corporation's
annual financial statement for the year ended Dec. 31, 2016 by
Friedman LLP, the Company's new independent registered public
accounting firm, the Company filed an amended Annual Report on Form
10-K/A with the Securities and Exchange Commission for the year
ended Dec. 31, 2016. The Amended Annual Report incorporates
restated financial statements which properly account for all
matters which were the subject of the prior conclusion that the
Annual Report should no longer be relied upon. Those restatements
resolve all issues which were the basis of the Company's prior
advice that the originally filed Annual Report should no longer be
relied upon.
The need to file the Amended Annual Report also resulted in the
Company being unable to timely file its Quarterly Report on Form
10-Q for the period ended Sept. 30, 2017, with the SEC on a timely
basis. The Quarterly Report is in process and the Company expects
that it will be filed with the Securities and Exchange Commission
within 30 days.
As restated, Kiwa Bio-Tech reported net income of $891,030 on $9.62
million of revenue for the year ended Dec. 31, 2016, compared to a
net loss of $677,358 on $0 of revenue for the year ended Dec. 31,
2015. The Company previously reported net income of $963,296 on
$9.62 million revenue for the year ended Dec. 31, 2016, as
originally reported.
As of Dec. 31, 2016, the Company had $6.08 million in total assets,
$10.32 million in total liabilities, all current, and a total
shareholders' deficiency of $4.24 million.
Friedman LLP, in New York, New York, issued a "going concern"
qualification in its report on the consolidated financial
statements for the year ended Dec. 31, 2016, noting that the
Company had a working capital deficiency of $5,856,324 and
stockholders' deficiency of $4,244,052 as at Dec. 31, 2016. These
factors raise substantial doubt about its ability to continue as a
going concern.
A full-text copy of the Form 10-K/A is available for free at:
https://is.gd/FoPmxx
About Kiwa Bio-Tech
Kiwa Bio-Tech Products Group Corporation -- www.kiwabiotech.com --
develops, manufactures, distributes, and markets innovative,
cost-effective and environmentally safe bio-technological products
for agricultural and environmental conservation. The Company's
products are designed to enhance the quality of human life by
increasing the value, quality and productivity of crops and
decreasing the negative environmental impact of chemicals and other
wastes.
KSS HOLDINGS: S&P Puts 'B+' CCR on CreditWatch Developing
---------------------------------------------------------
S&P Global Ratings placed all of its ratings on KSS Holdings Inc.
on CreditWatch with developing implications.
The CreditWatch developing placement follows Key Safety Systems'
announcement that it will acquire substantially all of Takata's
global assets and operations for an aggregate purchase price of
$1.588 billion.
S&P said, "We will resolve the CreditWatch placement over the next
90 days when we have more information regarding KSS' proposed
capital structure and likely financial policy under its ultimate
ownership structure.
"We could lower our ratings on KSS if it appears likely that the
group will sustain a high level of consolidated leverage (over
5.0x) following the close of transaction. We could also lower our
ratings on KSS Holdings if it appears unlikely that the company's
EBITDA margins and operating cash flow (OCF) will improve due to
integration challenges or ongoing operational inefficiencies.
Specifically, we could downgrade the company if its OCF-to-debt
ratio remains below 10% on a sustained basis amid the increased
execution risks related to the launch of its new business.
"We could affirm our ratings on KSS if it appears likely that the
company's EBITDA margins will approach 9%, which, in combination
with the proposed transaction, would allow it to maintain a
debt-to-EBITDA metric of about 4.0x-5.0x and a (cash flow from
operations, before capex) OCF-to-debt ratio approaching 15%. This
could occur if Joyson makes a significant capital contribution to
ensure that the company sustains a free operating cash flow
(FOCF)-to-debt ratio of over 5%.
"We could raise our ratings on KSS if we believe that the combined
company will likely gain market share while maintaining EBITDA
margins of well above 12%. In addition, upon close of transaction,
we would need to believe that management would reduce KSS' (and the
group's) consolidated leverage on a sustained basis, including
reducing its debt-to-EBITDA metric below 4.0x and increasing its
FOCF-to-debt ratio to well over 10%. For an upgrade, the company's
management would also need to commit to maintain a moderate
financial policy going forward."
KURT KUHLMAN: Sale of Berkshire Property to Hoffmiers for $165K OKd
-------------------------------------------------------------------
Judge Kathryn C. Ferguson of the U.S. Bankruptcy Court for the
District of New Jersey authorized Kurt M. Kuhlman's private sale of
his raw unimproved hunting land on RT 38, Berkshire, New York, Tax
ID No. 31:00-2-2.113, to George Hofmier, Sr. and George Hoffmier,
Jr., or their assignee, for $165,000.
The sale is free and clear of all liens and interests, with liens
to attach to the proceeds of sale.
The Debtor is authorized to pay real estate broker Jimmie Hinkle at
NY Land Quest, LLC $11,550 (7% of the sale price) at closing.
Other closing fees payable by the Debtor may be satisfied from the
proceeds of sale and adjustments to the price as provided for in
the contract of sale may be made at closing.
The Debtor owns a 50% interest in the property. Accordingly,
one-half of the balance of proceeds (such funds being property of
the estate) will be held in escrow by Gorski & Knowlton PC, the
Debtor's attorneys, pending further order of the Court. The other
half of the net proceeds will be paid to the co-owner at the
closing.
A copy of the HUD settlement statement must be forwarded to the
United States Trustee’s Office within 10 days of the closing.
Kurt M. Kuhlman sought Chapter 11 protection (Bankr. D.N.J. Case
No. 17-10431) on Jan. 9, 2017. The Debtor tapped Brian W.
Hofmeister, Esq., at Law Firm of Brian W. Hofmeister, LLC, as
counsel.
LA CONTESSA: U.S. Trustee Unable to Appoint Committee
-----------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of La Contessa, Inc., as of Nov.
16, according to a court docket.
Headquartered in New York, New York, La Contessa, Inc., is a
privately-held company in the personal care services industry. It
previously sought bankruptcy protection on Feb. 25, 2015 (Bankr.
S.D.N.Y. Case No. 15-10414), estimating its assets at up to
The Debtor filed for Chapter 11 bankruptcy protection (Bankr. S.D.
Fla. Case No. 17-21549) on Sept. 20, 2017, estimating its assets at
up to $50,000 and its liabilities at between $1 million and $10
million.
Jon Polenberg, Esq., at Becker & Poliakoff, P.A., serves as the
Debtor's bankruptcy counsel.
LAKESHORE PROPERTIES: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Lakeshore Properties of South
Florida, LLC, as of Nov. 16, according to a court docket.
Formed in 2002, Lakeshore Properties of South Florida, is a Florida
Limited Liability Company engaged in activities related to real
estate. Its principal assets are located in Okeechobee County,
Florida.
The Debtor filed for Chapter 11 bankruptcy protection (Bankr. S.D.
Fla. Case No. 17-21866) on Sept. 28, 2017, estimating its assets
and liabilities a estimating its assets at up to $50,000 and its
liabilities at $10 million and $50 million
Judge Robert A. Mark presides over the case.
Nicholas B. Bangos, Esq., at Nicholas B. Bangos, P.A., serves as
the Debtor's bankruptcy counsel.
The petition was signed by Manuel C. Diaz, managing member.
LE-MAR HOLDINGS: Not Required to Pay Ryder's Administrative Claims
------------------------------------------------------------------
Judge Robert L. Jones of the U.S. Bankruptcy Court for the Northern
District of Texas entered an order denying Ryder Truck Rental,
Inc.'s objection to Debtor Le-Mar Holdings, Inc. and affiliates'
interim use of cash collateral and denying its motion for payment
of administrative rent and fees.
The Court finds that the Debtors' budget over the next few months
is, under the circumstances, realistic and reasonable. The Debtors'
income is based on contracts with the United States Postal Service
that is not, at present, in jeopardy. The Debtors generate over $2
million of income each month. The proffer and follow-up testimony
of Chuck C. Edwards, the president of Le-Mar Holdings, Inc. and
Edwards Mail Service, Inc. and the managing member of Taurean East,
LLC, sufficiently addressed the questions raised concerning the
Debtors' ongoing, monthly expenses.
Denying the use of cash collateral at this still-early stage of the
proceeding, or requiring the Debtors pay over $600,000 on an
administrative claim, would, in effect, shutter the business and
end this chapter 11 case. The Debtors have a viable, ongoing
business that generates regular income; they have, they report,
over 275 employees. The asserted financial and legal obstacles
potentially facing the Debtors do not warrant a requirement that
the Debtors pay Ryder's administrative claim as it accrues over the
first two months of this case.
A full-text copy of Judge Jones' Memorandum Opinion and Order dated
Nov. 9, 2017, is available at:
http://bankrupt.com/misc/txnb17-50234-11-204.pdf
About Le-Mar Holdings Inc.
Le-Mar Holdings, Inc., is a mid-sized company in the general
freight trucking business with operations in Grand Prairie,
Amarillo, Midland, Abilene, San Angelo, Austin, San Antonio, Lufkin
and Lubbock.
Chuck and Tracey Edwards own approximately 63.9% of the equity
interests in Le-Mar while the Lawrence and Margie Edwards'
Grand-Children's Trust owns approximately 36.1% of the equity
interests. Le-Mar Holdings owns 100% of the equity interests of
Edwards Mail Service, Inc., and 50% of the membership interests of
Taurean East, LLC. Chuck and Tracey Edwards own 50% of the
membership interests of Taurean East.
Le-Mar Holdings, Edwards Mail and Taurean East sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case Nos.
17-50234 to 17-50236) on Sept. 17, 2017. Chuck Edwards, president,
signed the petitions.
At the time of the filing, Le-Mar Holdings estimated assets and
liabilities of $1 million to $10 million.
LINCOLN NATIONAL: Fitch Affirms BB+ on 7% Jr. Sub. Debentures
-------------------------------------------------------------
Fitch Ratings has affirmed the Insurer Financial Strength (IFS)
ratings of Lincoln National Corporation's (LNC) life insurance
operating subsidiaries at 'A+' (Strong). Fitch has also affirmed
LNC's senior unsecured debt at 'BBB+'. The Rating Outlook for all
ratings has been revised to Positive from Stable.
The Positive Outlook reflects LNC's consistently strong operating
and financial profile over the last two to three years. Growth in
operating earnings has been driven by higher asset-based fee income
as well as generally stable in-force mortality experience and
improved group segment performance. Fitch views the diversification
of business segments as a primary factor in the improving trend in
LNC's performance.
Fitch considers LNC's current operating profitability to be
comparable with higher rated peers and above expectations for the
company's current rating category. Continued strong operating
performance and maintenance of a strong financial profile are key
factors toward considering future positive rating actions.
KEY RATING DRIVERS
The rating actions reflect LNC's strong operating performance,
strong reported risk-adjusted capitalization, very strong business
profile and strong interest coverage and financial flexibility.
LNC's ratings also reflect the above-average exposure of its
earnings and capital to interest rates and the performance of
equity markets, which is partially mitigated by the company's
strong hedging program.
LNC reported pre-tax operating earnings of $1.6 billion for the
first nine months in 2017, up 9% from the same period in the prior
year, and translates to a strong 13.5% return on equity compared to
12.4% as of 2016. The company's varying segments produce a good mix
of earnings from service and asset-based fee income, mortality
experience and spread income. This diversity has served to dampen
earnings volatility at the consolidated level.
Improved group segment performance, consistent performance of the
retirement business, and strong growth of the company's in-force
life insurance have all supported improved consolidated earnings
results. Over the last two years, group segment profitability has
shown improvement in both profitability and consistency of results
as company actions on pricing of its book of business as well as
investments in its claims management processes have improved loss
ratios. Strong sales and stable in-force performance in life
insurance as well as relatively consistent results in the
retirement business have also supported the improved earnings trend
at the consolidated level.
Strong equity markets have supported higher average account values
and have been the driver of higher asset based fee income, which
has largely offset negative net flows in the annuities segment.
Fitch does not view current equity market performance as
sustainable, which may pressure the company's asset based fee
income going forward. In response to marketplace trends, LNC
expanded its annuity offerings over the past year to include
broader investment options and product design changes, as well as
expanded distribution capabilities. While these efforts are still
in early stages, additional incremental sales have been generated
as a result and are part of the company's strategy to return to
positive net flows for the segment.
Fitch considers LNC's statutory capitalization to be strong. The
company reported a strong RBC at 489% as of year-end 2016, which is
well above the company's stressed scenario RBC target of 400%.
LNC's Prism capital model score is 'Strong' for year-end 2016.
LNC's financial leverage was within rating expectations at 24% as
of Sept. 30, 2017. Over 2015 and 2016, the company prefunded
upcoming maturities as well as tendered and redeemed higher coupon
debt and replaced with lower coupon debt. As a result, financial
leverage remained relatively flat during this time period and
declined incrementally over 2017 due to growth in shareholder's
equity. Fitch expects leverage to remain in the 20%-25% range.
GAAP interest coverage improved to 10.5x for the first three
quarters 2017 compared to 7x in 2016. LNC's interest coverage
improved significantly through both improvements in earnings and
reduced run rate interest expense. The company's lower run rate
interest expense was a result of the replacement of maturing debt
and the active tender of higher coupon debt with lower coupon debt
over the last two to three years. Fitch expects GAAP interest
coverage for LNC to remain between 9x and 11x over the intermediate
term.
Fitch considers LNC's business profile to be Very Strong as one of
the top U.S. life and annuity insurance companies with operating
scale efficiencies, strong distribution capabilities, a strong
brand name, and good business diversification. Fitch's view of
LNC's business profile also considers higher earnings exposure to
equity markets given the company's asset-based fee businesses and
exposure to VA guarantees as well as above-average exposure to
reserve funding challenges and interest rate risk associated with
universal life insurance policies with secondary guarantees
(ULSG).
Fitch's concern about the company's equity market exposure reflects
its strong position in the VA market and above-average exposure to
guarantees associated with its VA book. LNC employs a number of
sophisticated ALM testing techniques and hedging strategies to
manage and mitigate its exposure to equity market and interest rate
risks. Fitch believes that the hedging program has performed very
well over the past several years, with hedge assets consistently
remaining significantly above VA guarantee liabilities.
Fitch expects pressure from ongoing low interest rates to remain a
headwind given the company's significant block of spread-based
business. Additionally, LNC's exposure to universal life with
secondary guarantees, one of the more interest rate sensitive life
products, is above-average relative to the industry. LNC's sales of
life products with secondary guarantees in 2016 accounted for
approximately 33% of the company's total life insurance sales. The
company's in-force ULSG block is performing well, and it has not
reported any reserve increases associated with the block.
RATING SENSITIVITIES
Key rating sensitivities that may precipitate a rating upgrade
include:
-- Prolonged strong operating performance generating GAAP
Operating ROE in excess of 11% and fixed charge interest coverage
of 9.5x;
-- A Fitch Prism capital model score solidly within the 'Strong'
category and reported RBC above 450%;
-- Trend of holding-company liquidity managed at 12-18 months of
debt service and common stock dividends;
-- Leverage maintained below 25%.
Failure to continue meeting the key rating sensitivities for a
ratings upgrade will result in revision of the Outlook back to
Stable.
FULL LIST OF RATING ACTIONS
Fitch has affirmed the following ratings:
Lincoln National Corporation
-- Long-term IDR at 'A-';
-- Short-term IDR at 'F2';
-- Commercial Paper at 'F2';
-- 7% senior notes due March 15, 2018 at 'BBB+';
-- 8.75% senior notes due July 1, 2019 at 'BBB+';
-- 6.25% senior notes due Feb. 15, 2020 at 'BBB+';
-- 4.85% senior notes due June 24, 2021 at 'BBB+
-- 4.20% senior notes due March 15, 2022 at 'BBB+';
-- 4.00% senior notes due Sept. 1, 2023 at 'BBB+';
-- 3.35% senior notes due March 9, 2025 at 'BBB+';
-- 3.63% senior notes due Dec. 12, 2026 at 'BBB+'
-- 6.15% senior notes due April 7, 2036 at 'BBB+';
-- 6.3% senior notes due Oct. 9, 2037 at 'BBB+';
-- 7% senior notes due June. 15, 2040 at 'BBB+';
-- 7% junior subordinated debentures due May 17, 2066 at 'BB+';
-- 6.05% junior subordinated debentures due April 20, 2067 at
'BB+'.
Lincoln National Life Insurance Company
Lincoln Life & Annuity Company of New York
First Penn-Pacific Life Insurance Company
-- IFS at 'A+'.
The Rating Outlook is revised to Positive from Stable.
LINN ENERGY: WF Not Entitled to Postpetition Interest Payments
--------------------------------------------------------------
Judge David R. Jones of the U.S. Bankruptcy Court for the Southern
District of Texas denied Wells Fargo's motion for entry of an order
directing the secured lenders of Linn Enerygy, LLC, and affiliates
to pay postpetition interest payments.
On May 11, 2016, Linn Energy, LLC and 14 affiliates filed voluntary
petitions for relief under chapter 11 of the U.S. Bankruptcy Code.
On May 12, 2016, the Court granted the Debtors' emergency motion
for joint administration. During the case, the Debtors were
effectively divided into two distinct business groups--the "Linn
Debtors" and the "Berry Debtors."
On Jan. 26, 2017, the Linn Debtors and the Berry Debtors filed
their Amended Joint Chapter 11 Plan of Reorganization respectively.
The Court confirmed both Plans on Jan. 27, 2017.
The Debtors' secured lenders assert that the terms of the two
confirmed plans unambiguously allow for the payment of
post-petition default interest as provided for in the relevant
credit agreements between the parties. The Debtors and two groups
of noteholders assert that the Plans expressly proscribe the
payment of post-petition default interest.
The resolution of this dispute turns on the interpretation and
interplay of Articles III.B.3. and VI.F. of the Plans. Wells Fargo
asserts that post-petition default interest is proper as Article
III.B.3. incorporates the terms "Linn[Berry] Lender Claims," which
further references Wells Fargo's Master Proof of Claim. The Master
Proof of Claim includes the statement that "interest continues to
accrue at the Default Rate as provided for in [the Credit
Agreements]." Wells Fargo asserts that this language excepts its
claims from Article VI.F. The Debtors rely upon the straightforward
language of Article VI.F. which prohibits the payment of default
interest absent a specific contrary provision in the Plan or the
Confirmation Order. The Debtors urge that no such exception can be
found within the Plans or the Confirmation Order.
The Court finds that the Debtors' financial projections in the two
disclosure statements do not provide for the payment of default
interest. Wells Fargo raised no objections to the relevant
substance of the Debtors' projections. Wells Fargo acknowledges the
inherent conflict of its current position but points to the Plans'
provision which provides that if a conflict exists between the
Plans and the Disclosure Statement, the Plans control. The Court
finds this argument unpersuasive and out of context. Moreover, the
Court relied upon those projections in performing its required
confirmation analysis under section 1129. Notably absent from Wells
Fargo's pleadings is any explanation of how and when this purported
conflict was discovered by Wells Fargo. The parties expended
several million dollars in connection with the negotiation and
confirmation of the Plans. The Court is confident that every word
and projection was analyzed by multiple sets of eyes. The Court
would find it disturbing if a sophisticated party for whom the
Court allowed significant professional expenses to be paid remained
silent and knowingly allowed the Court to make a decision on
erroneous information. As the Court does not believe that such a
situation occurred, it, therefore, concludes that Wells Fargo
agreed with the Debtors' projections and did not expect payment of
default interest.
The language of Article VI.F. is simple and to the point. No
creditor is entitled to receive post-petition default interest
absent a specific provision in the Plans or the Confirmation Order
providing for such payment. Neither document provides such an
exception in favor of the Berry Lenders or the Linn Lenders. The
arguments advanced by Wells Fargo are unpersuasive.
A full-text copy of Judge Jones' Memorandum Opinion dated Nov. 13,
2017, is available at:
http://bankrupt.com/misc/txsb16-60040-2503.pdf
About Linn Energy, LLC
Headquartered in Houston, Texas, Linn Energy, LLC, and its
affiliates are independent oil and natural gas companies. Each of
Linn Energy, LLC, and 14 of its subsidiaries filed a voluntary
petition under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex.
Lead Case No. 16-60040) on May 11, 2016. The petitions were signed
by Arden L. Walker, Jr., chief operating officer of LINN Energy.
The Debtors have hired Paul M. Basta, Esq., Stephen E. Hessler,
Esq., Brian S. Lennon, Esq., James H.M. Sprayregen, Esq., and
Joseph M. Graham, Esq., at Kirkland & Ellis LLP and Kirkland &
Ellis International LLP as general bankruptcy counsel, Jackson
Walker L.L.P. as co-counsel, Lazard Freres & Co. LLC as financial
advisor, AlixPartners as restructuring advisor and Prime Clerk LLC
as claims, notice and balloting agent.
Judge David R. Jones presides over the cases.
The Office of the U.S. Trustee has appointed five creditors of Linn
Energy LLC to serve on the official committee of unsecured
creditors. The Committee tapped Mark I. Bane, Esq., and Keith H.
Wofford, Esq., at Ropes & Gray LLP; and Moelis & Company LLC as
investment banker. It also retained as Texas Oil & Gas Counsel,
John P. Melko, Esq., David S. Elder, Esq., and Michael K. Riordan,
Esq., at Gardere Wynne Sewell LLP.
On January 27, 2017, the Bankruptcy Court entered the Order
Confirming (I) Amended Joint Chapter 11 Plan of Reorganization of
Linn Energy, LLC and Its Debtor Affiliates Other Than Linn
Acquisition Company, LLC and Berry Petroleum Company, LLC and (II)
Amended Joint Chapter 11 Plan of Reorganization of Linn Acquisition
Company, LLC and Berry Petroleum Company, LLC. On February 28,
2017, the Plan became effective and the LINN Debtors emerged from
their Chapter 11 cases.
Through the restructuring, LINN has reduced debt by more than $5
billion to total debt of $1.012 billion and pro forma net debt of
$962 million, resulting in $730 million of liquidity. The new
structure significantly enhances financial flexibility and
positions the Company for long-term success.
LSB INDUSTRIES: Director Quits to Focus on New Role at UBS
----------------------------------------------------------
Joseph Reece has resigned from LSB Industries, Inc.'s Board of
Directors effective Nov. 15, 2017. Mr. Reece, who was previously
the executive vice chairman of UBS Securities LLC, was recently
promoted by UBS to be the head of its Investment Bank - Corporate
Client Solutions Business for the Americas, a position which
requires a substantially increased time commitment from his
previous responsibilities. Accordingly, Mr. Reece has decided to
resign from the LSB Board. The vacancy will be filled, effective
immediately, by Jonathan Bobb, a former director of LSB's Board and
member of the Corporate Investment team at Eldridge Industries, the
parent of Security Benefit Corporation. With these changes, the
size of LSB's Board will remain at nine directors, of which six are
independent.
LSB's President and CEO, Daniel Greenwell, stated, "I, along with
my fellow directors, would like to thank Joe for his contributions
to LSB over the past two years, and congratulate him on his new
position at UBS. We would also like to welcome Jonathan back to
our Board and look forward to working with him as we move forward
in our efforts to strengthen our operations and enhance our
financial position."
About LSB Industries, Inc.
LSB Industries, Inc., headquartered in Oklahoma City, Oklahoma,
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. Additional
information about the Company can be found on its Web site at
www.lsbindustries.com.
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 November 2017, S&P Global Ratings affirmed its 'CCC' corporate
credit rating on Oklahoma City-based LSB Industries Inc. S&P said
the company continues to experience operational issues at both its
El Dorado and Pryor plants, and although the company has shown
improved operating results thus far in 2017, S&P still views
leverage metrics to be at unsustainable levels for the next year.
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.
MARRONE BIO: Two Directors Decline to Stand for Re-Election
-----------------------------------------------------------
Michael Benoff and Kathleen Merrigan, Ph.D., currently Class I
directors of Marrone Bio Innovations, Inc., notified the Company
that they have decided not to stand for re-election to the
Company's board of directors at the Company's 2017 annual meeting
of stockholders.
Mr. Benoff and Dr. Merrigan expect to continue to serve as members
of the Board until the Annual Meeting, including their service on
the Compensation Committee, Audit Committee and the Nominating and
Corporate Governance Committee. Mr. Benoff and Dr. Merrigan's
respective decisions not to stand for re-election were for personal
reasons and time considerations and did not involve any
disagreement on any matter relating to the Company's operations,
policies or practices, the Company stated in a Form 8-K report
filed with the Securities and Exchange Commission.
The Board has determined to include one director nominee for
election at the Annual Meeting in the Company's forthcoming proxy
statement, and that effective upon the commencement of the Annual
Meeting, the size of the Board will be reduced to five and the
number of Class I directors will be reduced to one.
About Marrone Bio
Marrone Bio Innovations, Inc., makes bio-based pest management and
plant health products. Bio-based products are comprised of
naturally occurring microorganisms, such as bacteria and fungi, and
plant extracts. The Company's current products target the major
markets that use conventional chemical pesticides, including
certain agricultural and water markets, where the Company's
bio-based products are used as alternatives for, or mixed with,
conventional chemical products.
Ernst & Young LLP issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31, 2016,
stating that the Company has incurred losses since inception, has a
net capital deficiency, and has additional capital needs that raise
substantial doubt about its ability to continue as a going
concern.
Marrone Bio reported a net loss of $31.07 million in 2016, a net
loss of $43.7 million in 2015, and a net loss of $51.65 million in
2014. As of Sept. 30, 2017, Marrone Bio had $37.39 million in
total assets, $81.05 million in total liabilities and a total
stockholders' deficit of $43.66 million.
MARRONE BIO: Will Hold Its Annual Meeting on January 17
-------------------------------------------------------
The Board of Directors of Marrone Bio Innovations, Inc. has
determined to schedule the Company's 2017 annual meeting of
stockholders for Wednesday, Jan. 17, 2018. The time and location
of the Annual Meeting will be as set forth in the Company's
definitive proxy statement for the Annual Meeting to be filed with
the Securities and Exchange Commission.
Pursuant to the Company's Amended and Restated Bylaws, if a
stockholder of the Company intends a proposal to be considered for
inclusion in the Company's proxy statement for the Annual Meeting,
stockholder proposals must be delivered to the principal executive
offices of the Company, at 1540 Drew Ave., Davis, California 95618,
Attention: Corporate Secretary, not later than Dec. 3, 2017.
Additionally, notice of any stockholder proposal (including a
proposal to nominate a candidate for director) that is not
submitted for inclusion in the proxy statement for the Annual
Meeting must be delivered to or mailed and received at the
principal executive offices of the Company not later than Dec. 3,
2017. Any stockholder proposal or director nomination must also
comply with the requirements of Delaware law, the rules and
regulations promulgated by the SEC and the Company's Amended and
Restated Bylaws, as applicable. Any notice received after Dec. 3,
2017, will be considered untimely and not properly brought before
the Annual Meeting.
About Marrone Bio
Marrone Bio Innovations, Inc., makes bio-based pest management and
plant health products. Bio-based products are comprised of
naturally occurring microorganisms, such as bacteria and fungi, and
plant extracts. The Company's current products target the major
markets that use conventional chemical pesticides, including
certain agricultural and water markets, where the Company's
bio-based products are used as alternatives for, or mixed with,
conventional chemical products.
Ernst & Young LLP issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31, 2016,
stating that the Company has incurred losses since inception, has a
net capital deficiency, and has additional capital needs that raise
substantial doubt about its ability to continue as a going
concern.
Marrone Bio reported a net loss of $31.07 million in 2016, a net
loss of $43.7 million in 2015, and a net loss of $51.65 million in
2014. As of Sept. 30, 2017, Marrone Bio had $37.39 million in
total assets, $81.05 million in total liabilities and a total
stockholders' deficit of $43.66 million.
MAURICE SPORTING: Middleton Mgmt. Buying All Assets for $39 Million
-------------------------------------------------------------------
Maurice Sporting Goods, Inc. and affiliates ask the U.S. Bankruptcy
Court for the District of Delaware to authorize the sale procedures
in connection with the sale of substantially all their assets to
Middleton Management Company, LLC or its designee for approximately
$39 million, subject to higher and better offers.
The Debtors ask that a hearing on the Motion be set for Dec. 5,
2017 at 2:00 p.m. (ET) and the objection deadline for Nov. 30, 2017
at 4:00 p.m. (ET).
The Debtors have found themselves in default of their Pre-Petition
Loan Facility, and facing near-term liquidity issues. In order to
address these challenges, they and their professional advisors,
after considering all available strategic options, have determined
that the best course to maximize the value of their estates is to
sell their assets through these chapter 11 cases.
Over the last six months, Livingstone Partners, with the assistance
of the Debtors' other advisors, solicited and explored a range of
alternatives, from capital investments to a sale of the Assets. As
a result of these efforts, the Debtors publicly announced the
prospective acquisition of most of their business by a third-party
buyer and strategic competitor on Oct. 9, 2017. Less than 10 days
later, however, the prospective buyer withdrew from the
acquisition.
As a result of this, Livingstone continued to market the Debtors'
Assets, which ultimately resulted in a single draft letter of
intent (LOI) on Nov. 5, 2017 from Middleton. After engaging in
negotiations regarding the terms of the Draft LOI, the parties
entered into the LOI on Nov. 20, 2017, the terms of which will be
incorporated into the Stalking Horse Purchase Agreement,
contemplating a Sale of the Assets, subject to higher and better
offers.
To fund this process, the Debtors have reached agreement with the
Lenders for the provision of the Post-Petition Financing Facility
and the use of their cash collateral, as set forth in the DIP
Motion. As set forth in the proposed Interim DIP Order, the
Lenders have conditioned the Post-Petition Financing Facility and
the use of their cash collateral on, among other things, approval
of a Sale Procedures Order, in form and substance satisfactory to
the Lenders, by no later than Dec. 5, 2017.
Additionally, the LOI requires, and the Stalking Horse Purchase
Agreement will require, the Debtors to meet these milestones
related to the Sale:
a. The Sale Procedures Order must be entered by the Court by
Dec. 1, 2017 (extended to Dec. 5 during the "first day" hearing in
these cases without objection from Middleton's counsel);
b. The Sale Procedures Order must provide that the Bid
Deadline occurs by Dec. 13, 2017;
c. The Sale Procedures Order must provide that the Auction
will be held by Dec. 18, 2017;
d. The Sale Procedures Order must provide that the Sale
Hearing will be held by Dec. 20, 2017; and
e. The Sale to Middleton must close by Dec. 22, 2017.
The Sale Procedures contemplate an Auction process pursuant to
which bids will be subject to higher or better offers. Only
Qualified Bidders who timely submit Qualified Bids may be eligible
to participate in the Auction.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: Dec. 13, 2017 at 4:00 p.m. (ET)
b. Minimum Deposit: 500,000
c. Initial Overbid Amount: $1,500,000 over the Purchase Price
Stalking Horse Purchase Agreement
d. Auction: If one or more Qualified Bids other than the
Stalking Horse Purchase Agreement are received prior to the Bid
Deadline, an auction will take place on Dec. 18, 2017 at 10:00 a.m.
(ET) at the offices of Young Conaway Stargatt & Taylor, LLP, Rodney
Square, 1000 North King Street, Wilmington, Delaware.
e. Bid Increments: $100,000
f. Sale Hearing: Dec. 20, 2017 at 10:00 a.m
g. Sale Objection Deadline: Dec. 15, 2017 at 4:00 p.m. (ET)
h. Closing: Dec. 22, 2017
The Debtors intend to sell the Assets to Middleton for a Purchase
Price of up to approximately $39 million, subject to higher and
better offers received by the Debtors through the Sale Procedures
and any related Auction. The Purchase Price consists of: (i) $3
million for the Closing Assets; (ii) approximately $5 million for
New Inventory, when and as purchased by the Stalking Horse Bidder
following the Closing, for a purchase price equal to 90% of the
Seller's Cost; (iii) approximately $21 million for Current
Inventory, when and as purchased by the Stalking Horse Bidder
following the Closing; and (iv) approximately $10 million for
Non-Current Inventory, when and as purchased by the Stalking Horse
Bidder following the Closing.
As required by Local Rule 6004-1(b), the Debtors submit that the
proposed Sale does or may contemplate the following:
a. Agreements with Management: As a condition to closing, the
LOI provides, and the Stalking Horse Purchase Agreement will
provide, for the execution of a services agreement with (i) Patrick
Wrob, the former owner and current manager of Rivers Edge, in such
form and substance as the Stalking Horse Bidder deems necessary, in
its sole discretion; and (ii) Steve Arnold, former owner of First
Source, whereby Middleton will pay Mr. Arnold the sum of $750,000
per year for 3 years, commencing on June 30, 2018, for a total of
$2.25 million. In addition, it is anticipated that the Stalking
Horse Purchase Agreement will provide that the companies of each,
Signet and Verko, will receive certain payments from the Debtors
from Sale Proceeds.
b. Closing and Other Deadlines: The LOI provides, and, upon
execution, the Stalking Horse Purchase Agreement will provide,
Middleton the right to terminate the LOI and Stalking Horse
Purchase Agreement if: (i) the Sale Procedures Order is not entered
by Dec. 5, 2017; (ii) the Sale Procedures Order does not provide
that the Bid Deadline will occur by Dec. 13, 2017; (iii) the Sale
Procedures Order does not provide that the Auction will be held by
Dec.18, 2017; (iv) the Sale Procedures Order does not provide that
the Sale Hearing will be held by Dec. 20, 2017; and (v) the Sale
does not close by Dec. 22, 2017.
c. Good Faith Deposit: Within three business days from the
entry of the Interim DIP Order and the execution of an escrow
agreement between the Stalking Horse Bidder and the Lenders, the
Stalking Horse Bidder will deposit the sum of $500,000 into an
escrow account to be established at CIBC Bank USA.
d. Use of Proceeds: The Sale Order will provide that the
Debtors will use the Sale proceeds to repay all obligations
outstanding at the Closing under the Pre-Petition Loan Facility and
Post-Petition Loan Facility in accordance with the DIP Orders. It
will provide that any and all valid and perfected pre-petition or
post-petition interests in or claims against the Assets will attach
to any proceeds of such Assets.
e. Bid Protections: The Debtors will pay Middleton a breakup
fee of $500,000 (i.e., approximately 1.3% of the Purchase Price) in
the event Middleton is outbid and an alternative transaction
closes. Any competing bid to be considered higher and better than
the Stalking Horse Purchase Agreement must provide an overbid equal
to at least $1,500,000 (which is inclusive of the excessing bidding
required for the Breakup Fee). Each additional bid thereafter must
be at least $100,000 in excess of the prior bid.
f. Relief from Bankruptcy Rule 6004(h): A waiver of the stay
imposed by Bankruptcy Rule 6004(h) is requested and contemplated by
the Sale Order.
In connection with the Sale, the Debtors ask the Court to authorize
them to assume, assign, and/or transfer to the ultimate purchasers
of the Assets the Executory Contracts and Leases. In connection
with this, the Debtors will prepare a schedule of all the Executory
Contracts and Leases as well as the amounts that they believe are
necessary to cure any defaults under such agreements. The Cure
Amount Objection Deadline and the Contract Objection Deadline is
Dec. 15, 2017 at 4:00 p.m. (ET). The Non-Stalking Horse Assignee
Objection Deadline is Dec. 20, 2017 at 9:00 a.m. (ET).
The Debtors assert that more than ample business justification
exists to sell the Assets to Middleton, the Successful Bidder (or
Next Highest Bidder) pursuant to the Sale Procedures and on
substantially the terms set forth in the LOI and Stalking Horse
Purchase Agreement. It is essential to sell the Assets promptly to
preserve their value given the circumstances facing the Debtors'
businesses as a result of their liquidity position. Additionally,
their post-petition financing and use of cash collateral is
conditioned on approval of a Sale Procedures Order, in form and
substance satisfactory to the Lenders, by no later than Dec. 5,
2017. The Sale Procedures and the Auction will generate maximum
interest and bidding under the circumstances, and that the bidding
process will yield the highest and best bids for the Assets, the
Debtors maintain. Accordingly, the Debtors ask the Court to approve
the relief sought.
Copies of the LOI and the Bidding Procedures attached to the Motion
are available for free at:
http://bankrupt.com/misc/Maurice_Sporting_39_Sales.pdf
The Purchaser can be reached at:
MAURICE SPORTING GOODS, INC.
Attn: Mr. Jory Katlin
1910 Techny Road
Northbrook, IL 60065
About Maurice Sporting Goods
Maurice Sporting Goods, Inc., established in 1923, is a
family-owned distributor of outdoor sporting goods specializing in
fishing; marine; sports licensed products and souvenirs; outdoor
gifts and decor; hunting; and camping and outdoor recreation.
Collectively, Maurice Sporting Goods services more than 15,000
store fronts across the United States, Canada, South America, and
Europe.
On Nov. 20, 2017, Maurice Sporting Goods, Inc. and 4 affiliated
companies sought Chapter 11 protection (Bankr. D. Del. Lead Case
No. 17-12481).
The Debtors' cases have been assigned to Judge Christopher S.
Sontchi.
Maurice Sporting Goods estimated $10 million to $50 million in
total assets and $100 million to $500 million in total
liabilities.
The Debtors tapped Young Conaway Stargatt & Taylor, LLP, as
counsel; Patrick J. O'Malley of Development Specialists, Inc., as
restructuring advisor; Silverman Consulting as financial advisor;
Livingstone Partners LLC as investment banker; and Epiq Bankruptcy
Solutions, LLC, as claims, solicitation and balloting agent. Epiq
maintains the site http://dm.epiq11.com/#/case/MAU
MAURICE SPORTING: Nov. 28 Meeting Set to Form Creditors' Panel
--------------------------------------------------------------
Andy Vara, Acting United States Trustee, for Region 2, will hold an
organizational meeting on Nov. 28, 2017, at 11:00 a.m. in the
bankruptcy case of Maurice Sporting Goods, Inc.
The meeting will be held at:
The Doubletree Hotel
700 King Street
Wilmington, DE 19801
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 Maurice Sporting Goods
Maurice Sporting Goods, Inc., established in 1923, is a
family-owned distributor of outdoor sporting goods specializing in
fishing; marine; sports licensed products and souvenirs; outdoor
gifts and decor; hunting; and camping and outdoor recreation.
Collectively, Maurice Sporting Goods services more than 15,000
store fronts across the United States, Canada, South America, and
Europe.
On Nov. 20, 2017, Maurice Sporting Goods, Inc. and 4 affiliated
companies sought Chapter 11 protection (Bankr. D. Del. Lead Case
No. 17-12481).
The Debtors' cases have been assigned to Judge Christopher S.
Sontchi.
Maurice Sporting Goods estimated $10 million to $50 million in
total assets and $100 million to $500 million in total
liabilities.
The Debtors tapped Young Conaway Stargatt & Taylor, LLP, as
counsel; Patrick J. O'Malley of Development Specialists, Inc., as
restructuring advisor; Silverman Consulting as financial advisor;
Livingstone Partners LLC as investment banker; and Epiq Bankruptcy
Solutions, LLC, as claims, solicitation and balloting agent. Epiq
maintains the site http://dm.epiq11.com/#/case/MAU
MAURICE SPORTING: Seeks $17MM in Bankr. Financing From BMO Harris
-----------------------------------------------------------------
Maurice Sporting Goods, Inc., and its affiliates seek permission
from the U.S. Bankruptcy Court for the District of Delaware to
obtain secured post-petition financing up to an aggregate principal
amount not to exceed $17,477,784 from BMO Harris Bank, N.A., as a
lender and agent for the lenders and the lenders, including
financing of $13,395,660 during the interim period.
A number of recent challenges have forced the Debtors to sell
substantially all of their assets and commence these Chapter 11
cases. Through the Post-Petition Financing sought, the Debtors
will have access to the necessary funding to continue their
operations pending the sale and fund these Chapter 11 cases.
The Debtors were unable to obtain alternative financing on terms
more favorable than those set forth in the Post-Petition Financing
-- or at all, as none of the other potential lenders contacted by
the Debtors offered to provide Post-Petition Financing; only the
Debtors' prepetition lenders agreed to provide the Debtors their
needed funding. As such, the Debtors believe that entry into the
Post-Petition Financing is in the best interests of the Debtors'
estate and the Post-Petition Financing provides the funding needed
to consummate the sale of the Debtors' assets and, thereby, to
maximize the value of the Debtors' assets.
The proposed chief restructuring officer of the Debtors and the
boards of directors of the Debtors consider it in the best
interests of the Debtors to enter into the Post-Petition Financing,
and the Debtors hereby seek its approval.
The Post-Petition Financing will continue to bear interest at the
non-default fluctuating interest rate under the Pre-Petition Loan
Agreements, which is currently approximately 6% per annum. Default
interest will be an additional 2.0% per annum.
The Debtors will reimburse the Agent and Lenders for all reasonable
out-of-pocket filing and recording fees, if any, reasonable
attorneys' and paralegals' fees, fees of the Agent's Consultants,
and costs and expenses and internal audit fees and expenses
incurred by the Agent and/or Lenders: (i) in the preparation and
implementation of the Interim Order and the various Loans and other
Post-Petition Financing, (ii) in the representation of the Agent
and Lenders in these proceedings and any subsequent proceedings,
and (iii) as otherwise provided in the Pre-Petition Agreements.
Subject to the Agent's discretion, the reimbursement contemplated
hereby may be made by deducting the amounts from collections of the
Agent and/or Lenders or by adding such amounts to the Post-Petition
Indebtedness. Further, the Agent and Lenders will be paid a
Post-Petition Financing fee of $125,000 and an administration fee
of $25,000, which fees shall be earned immediately upon entry of
the Interim Order but shall not be payable until the earlier of (a)
the sale described in Paragraph 21 of the Interim Order and (b) the
Termination Date, and shall constitute Post-Petition Indebtedness
of the Debtors.
The Agent may, at its sole discretion, retain additional third
party consultants selected by the Agent to review matters
pertaining to the business and property of the Debtors, each at the
Debtors' sole reasonable expense, which expense (a) shall not
affect the payment of any other budgeted items in the budget, and
(b) shall constitute Post-Petition Indebtedness of the Debtors.
The Debtors will permit the Agent's Consultants to examine their
respective corporate, financial and operating records, and, at the
Debtors' sole reasonable expense, make copies thereof, inspect the
assets, properties, operations and affairs of the Debtors, visit
any or all of the offices of the Debtors to discuss such matters
with its officers, independent auditors, accountants or consultants
(and the Debtors hereby authorize such independent auditors,
accountants and consultant to discuss such matters with the Agent's
Consultants), and the Debtors will cooperate with the Agent's
Consultants in all respects.
The Post-Petition Financing under the Interim Order shall mature
and terminate on December [22], 2017.
The Post-Petition Financing shall terminate following a Default and
the termination of the Post-Petition Financing by the Agent,
subject to a five-business day Default Notice period.
As security for the Post-Petition Indebtedness, the Agent, for the
benefit of itself and the Lenders, shall have and is granted valid
and perfected senior security interests in, and liens on, all
assets of the Debtors of any nature whatsoever and wherever
located, tangible or intangible, whether now or hereafter acquired,
including without limitation, and any and all proceeds of the
foregoing, a 100% pledge of any of the Debtors' capital stock in
which the Debtors have an interest and the stock of all of the
Debtors' subsidiaries, causes of action (including without
limitation, any commercial tort claims and claims against directors
and officers), any avoidance actions under Bankruptcy Code Sections
544, 545, 547, 548, 549, 550 or 553 and the proceeds thereof
(provided however, such lien on avoidance actions shall only attach
upon entry of the Final Order and shall be applied solely toward
the amount of the Post-Petition Advances except for claims and
proceeds thereof under Bankruptcy Code Section 549), investment
property, leases and all substitutions thereto, accessions, rents
and proceeds of the foregoing, wherever located, including
insurance and other proceeds.
The priority of the Liens shall be as follows:
(a) 364(c)(2) Liens: Pursuant to section 364(c)(2) of the
Bankruptcy Code, a first priority, perfected Lien upon
all of the Debtors' right, title and interest in, to and
under all Collateral that is not otherwise encumbered by
a validly perfected security interest or lien senior to
the Liens of the Agent on the Petition Date;
(b) 364(d)(1) Liens: Pursuant to section 364(d)(1) of the
Bankruptcy Code, a first priority, senior perfected Lien
upon all of the Debtors’ right, title and interest in,
to
and under the PrePetition Collateral, provided that such
first priority senior Lien shall be subject and junior to
the Prior Permitted Liens.
(c) 364(c)(3) Liens: Pursuant to section 364(c)(3) of the
Bankruptcy Code, a second priority, junior perfected Lien
upon all of the Debtors’ right, title and interest in,
to
and under all other Collateral that is subject to Prior
Permitted Liens to the extent such perfection in respect
of a Pre-Petition Date claim is expressly permitted under
the Bankruptcy Code.
In addition to the Liens but subject to the Carve-Out, in
accordance with Bankruptcy Code Section 364(c)(1), the
Post-Petition Indebtedness shall constitute claims with priority in
payment over any and all administrative expenses of the kinds
specified or ordered pursuant to any provision of the Bankruptcy
Code, including, without limitation, Bankruptcy Code Sections 105,
326, 328, 330, 331, 503(b), 507(a), 507(b) and 726, and shall at
all times be senior to the rights of the Debtors, and any successor
trustee or any creditor in these Chapter 11 cases or any subsequent
proceedings under the Bankruptcy Code, provided that, subject to
entry of a Final Order, the Superpriority Claims may be paid from
recoveries from the Chapter 5 Actions only up to the amount of the
Loans that remains outstanding and unpaid as of the Termination
Date; provided, however, that proceeds from the sale of any
business segments of the Debtors or their affiliates shall not be
used in reducing the amount of the New PostPetition Advances.
Subject only to the Carve-Out, no cost or expense of administration
under Bankruptcy Code §§ 105, 364(c)(1), 503(b),
507(b) or otherwise, including those resulting from the conversion
of any of these Chapter 11 Cases pursuant to Bankruptcy Code
Section 1112, shall be senior to, or pari passu with, the
Superpriority Claims of the Lenders arising out of the
Post-Petition Indebtedness.
As adequate protection for the use of their Cash Collateral
securing the Pre-Petition Indebtedness, the Agents and Lenders:
(a) shall be granted (effective upon the date of the Interim
Order and without the necessity of the execution by the
Debtors of mortgages, security agreements, pledge
agreements, financing statements or otherwise), valid and
perfected, replacement security interests in, and liens
on, all of the Debtors’ right, title and interest in, to
and under the Collateral, subject only to (x) the Carve-
Out, (y) the Liens granted pursuant to the Interim Order
and the Pre-Petition Agreements to the Agent to secure
the Post-Petition Indebtedness and (z) any Prior
Permitted Liens (after giving effect to the Interim
Order) prior in interest and senior to the Liens granted
to the Agent pursuant to the Interim Order and the Pre-
Petition Agreements; and
(b) shall be granted pursuant to Bankruptcy Code Section
364(c)(1), Superpriority Claims, junior only to (x) the
Superpriority Claims granted pursuant to the Interim
Order to the Agent and Lenders in respect of the Post-
Petition Financing and (y) the Carve-Out.
Nothing contained in the Interim Order shall affect or impair the
Agent's and Lenders' rights to seek additional adequate protection
of their interests. Notwithstanding any other provision of the
Interim Order, the grant of adequate protection to the Agent and
Lenders pursuant thereto is without prejudice to (a) the right of
the holders of any Prior Permitted Liens to seek modification of
the grant of adequate protection provided hereby so as to provide
different or additional adequate protection, and (b) the right of
the Debtors, the Agent, the Lenders or any other party in interest
to contest any modification.
A copy of the Debtors' request is available at:
http://bankrupt.com/misc/deb17-12481-14.pdf
About Maurice Sporting Goods
Maurice Sporting Goods, Inc., established in 1923, is a
family-owned distributor of outdoor sporting goods specializing in
fishing; marine; sports licensed products and souvenirs; outdoor
gifts and decor; hunting; and camping and outdoor recreation.
Collectively, Maurice Sporting Goods services more than 15,000
store fronts across the United States, Canada, South America, and
Europe.
On Nov. 20, 2017, Maurice Sporting Goods, Inc., and 4 affiliated
companies sought Chapter 11 protection (Bankr. D. Del. Lead Case
No. 17-12481).
The Debtors' cases have been assigned to Judge Christopher S.
Sontchi.
Maurice Sporting Goods estimated $10 million to $50 million in
total assets and $100 million to $500 million in total
liabilities.
The Debtors tapped Young Conaway Stargatt & Taylor, LLP, as
counsel; Patrick J. O'Malley of Development Specialists, Inc., as
restructuring advisor; Silverman Consulting as financial advisor;
Livingstone Partners LLC as investment banker; and Epiq Bankruptcy
Solutions, LLC, as claims, solicitation and balloting agent. Epiq
maintains the site http://dm.epiq11.com/#/case/MAU
MESOBLAST LIMITED: Presents Corp Update at Credit Suisse Conference
-------------------------------------------------------------------
Mesoblast Limited presented a corporate update at the 26th Annual
Credit Suisse Healthcare Conference held in Scottsdale, Arizona.
Chief Medical Officer Dr Donna Skerrett discussed the key upcoming
milestones for Mesoblast's lead product candidates using the
Company's proprietary disruptive mesenchymal lineage technology to
treat acute graft versus host disease, chronic heart failure, and
chronic low back pain due to disc degeneration. The presentation
also focused on potential regulatory strategies to pursue
accelerated approval pathways for these product candidates based on
the serious and life-threatening nature of the diseases and the
cumulative clinical results obtained to date.
A replay of the webcast is accessible at:
https://cc.talkpoint.com/cred001/110717a_as/?entity=79_6XW8VHP
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, a net loss before income
tax of US$90.82 million for the year ended June 30, 2016, and a net
loss before income tax of US$96.24 million for the year ended June
30, 2015. As of Sept. 30, 2017, Mesoblast had US$671.89 million in
total assets, US$112.30 million in total liabilities and US$559.59
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.
MESOBLAST LIMITED: Reports Q1 Loss Before Income Tax of US$9.9M
---------------------------------------------------------------
Mesoblast Limited reported a loss before income tax of US$9.92
million on US$1.17 million of revenue for the three months ended
Sept. 30, 2017, compared to a net loss before income tax of
US$22.90 million on US$395,000 of revenue for the three months
ended Sept. 30, 2016.
As of Sept. 30, 2017, Mesoblast had US$671.89 million in total
assets, US$112.30 million in total liabilities and US$559.59
million in total equity.
According to Mesoblast, "We have incurred losses from operations
since our inception in 2004 and as of September 30, 2017, we had an
accumulated deficit of $351.9 million. We had cash and cash
equivalents of $62.9 million as of September 30, 2017 and incurred
net cash outflows from operations of $20.3 million for the three
months ended September 30, 2017.
"We have committed to partner one or more of our four Tier 1
product candidates resulting in a non-dilutive funding for
operations. We also continue to work on various cost containment
and deferment strategies. A fully discretionary equity facility
remains for up to A$120.0 million / US$90.0 million over 2 years to
provide additional funds as required. We may also consider issuing
new capital to fund future operational requirements.
"There is uncertainty related to our ability to partner programs
and raise capital at terms to meet our requirements. Additionally,
there is uncertainty related to our ability to sustainably maintain
implemented cost reductions and further defer programs on a timely
basis while achieving expected outcomes.
"The continuing viability of us and our ability to continue as a
going concern and meet our debts and commitments as they fall due
are dependent upon entering into an arrangement with a third party
partner on one or more of our four Tier 1 product candidates that
would result in non-dilutive funding and/or raising further
capital, together with maintaining implemented cost containment and
deferment strategies.
"Management and the directors believe that we will be successful in
the above matters and, accordingly, have prepared the financial
report on a going concern basis, notwithstanding that there is a
material uncertainty that may cast significant doubt on our ability
to continue as a going concern and that we may be unable to realize
our assets and liabilities in the normal course of business."
The Company contained spending while increasing its R&D investment
in Tier 1 clinical programs by constraining manufacturing
production, and management and administration costs. Research and
development expenses increased by US$1.4 million (10%), this
increase was offset by cost savings of US$2.4 million (73%) for
manufacturing and US$0.4 million (8%) for management &
administration for the first quarter of FY2018, compared with the
first quarter of FY2017.
There was a decrease of US$13.0 million (57%) in the loss before
income tax for the first quarter of FY2018, compared with the first
quarter of FY2017. This overall decrease in loss before income tax
was primarily due to non-cash items that do not affect cash
reserves.
The main items which impacted the loss before income tax movement
were:
* Revenues from royalties on sales of TEMCELL increased by
US$0.4 million (178%) in the first quarter of FY2018 compared
with the first quarter of FY2017 and the Company recognized
milestone revenue of US$0.5 million on the cumulative sales
of TEMCELL in the first quarter of FY2018 compared with
US$Nil in the first quarter of FY2017.
* Research and Development expenses were US$15.4 million for
the first quarter of FY2018, compared with US$14.0 million
for the first quarter of FY2017, an increase of US$1.4
million (10%) as the Company invested in Tier 1 clinical
programs.
* Manufacturing expenses were US$0.9 million for the first
quarter of FY2018, compared with US$3.3 million for the first
quarter of FY2017, a decrease of US$2.4 million (73%) due to
a reduction in manufacturing activity because sufficient
quantities of clinical grade product were previously
manufactured for all ongoing clinical trials.
* Management and Administration: expenses were US$5.0 million
for the first quarter FY2018, compared with US$5.4 million
for the first quarter of FY2017, a decrease of US$0.4 million
(8%) primarily due to a decrease of US$0.5 million in
corporate overhead expenses such as rent and IT costs.
The overall decrease in loss before income tax also includes
movements in other items which did not impact current cash
reserves, such as: fair value remeasurement of contingent
consideration, and foreign exchange movements within other
operating income and expenses. The net loss attributable to
ordinary shareholders was US$7.0 million, or 1.60 cents per share,
for the first quarter of FY2018, compared with US$19.8 million, or
5.24 cents per share, for the first quarter of FY2017.
At Sept. 30, 2017, the Company had cash reserves of US$62.9
million. Cash outflows from operating activities were reduced by
US$0.5m (2.3%) for the quarter as compared to the three months
ended Sept. 30, 2016 (first quarter of FY2017).
Based on cumulative clinical results to date and the serious and
life-threatening nature of the diseases being targeted, the Company
believes that its Phase 3 product candidates for acute graft versus
host disease (aGVHD), chronic heart failure, and chronic low back
pain may represent a paradigm shift in the treatment of these
conditions which can lead to earlier market entry due to
opportunities afforded by the United States 21st Century Cures Act.
The Company continues to have an active and ongoing strategy to
partner one or more of its four Tier 1 product candidates.
Fundamental to this strategy is to conclude partnership
transactions with those organizations that will deliver the best
short and long term outcomes for the company and maximize
shareholder value.
Upcoming Milestones
The Company expects multiple key inflection points over the
remainder of the 2018 financial year, including:
- completion of enrollment in Q4 CY2017 in the Phase 3 trial
evaluating MSC-100-IV in children with aGVHD;
- the trial's 28-day primary endpoint data is expected in Q1
CY2018 and the 100-day survival result is expected in Q2
CY2018;
- completion of enrollment in early Q1 CY2018 in the Phase 3
trial evaluating MPC-06-ID in patients with chronic low back
pain;
- the 6-month primary endpoint in Q1 CY2018 for the fully-
enrolled Phase 3 trial evaluating MPC-150-IM in NYHA Class IV
patients with advanced heart failure, with full 12-month
study results expected in Q3 CY2018; and
- completion of enrollment in 2H CY2018 in the Phase 3 trial
evaluating MPC-150-IM in NYHA Class III patients with
advanced heart failure.
A full-text copy of the Quarterly Report is available at:
https://is.gd/pmVzSC
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, a net loss before income
tax of US$90.82 million for the year ended June 30, 2016, and a net
loss before income tax of US$96.24 million for the year ended June
30, 2015.
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.
METRO NEWSPAPER: Court OK's Second Amended Disclosure Statement
---------------------------------------------------------------
Judge Robert D. Drain of the U.S. Bankruptcy Court for the Southern
District of New York approved Metro Newspaper Advertising Services
Inc.'s second amended disclosure statement referring to its second
amended chapter 11 liquidating plan dated Nov. 13, 2017.
The hearing to consider confirmation of the Plan will be held on
Dec. 22, 2017, at 10:00 a.m. before the Honorable Robert D. Drain,
U.S. Bankruptcy Judge, at the United States Bankruptcy Courthouse
(White Plains Division), 300 Quarropas Street, White Plains, New
York 10601.
Ballots for accepting or rejecting the Plan must be actually
received by Dec. 15, 2017, at 4:00 p.m.
Objections to confirmation of the Plan must be in writing and filed
on or before Dec. 20, 2017, at 5:00 p.m.
The second amended liquidating plan adds a minor revision in the
treatment of Class 3 allowed general unsecured claims.
Class 3 Claim holders will share in a distribution on a Pro Rata
basis of the remaining monies in the Plan Distribution Fund, up to
100%, after payment in full of all Allowed unclassified, Class 1
Claims, Class 2 Claims, and the Post-Confirmation Date Reserve,
subject to the provisions in the Settlement Agreement as to
tronc’s Class 3 Claim and Cavaliere's Class 3 Claim,
respectively. If, however, the Settlement Agreement is not approved
by the Bankruptcy Court, Cavaliere's Class 3 Claim, to the extent
Allowed, shall be paid Pro Rata with all other Allowed Class 3
Claims. The Debtor estimates that Class 3 Claims total
approximately $13,000,000, with an estimated, approximate 5 -10%
Pro Rata distribution.
The latest plan also provides that the Reorganized Debtor and the
Creditors' Representative will have the exclusive right, power,
authority and standing to pursue all Causes of Action and will
commence such actions no later than 150 days after the Effective
Date, unless otherwise extended by the Bankruptcy Court after
notice and a hearing, with notice only to those parties entitled to
notice in the Chapter 11 Case pursuant to Bankruptcy Rule 2002.
A full-text copy of the Second Amended Disclosure Statement is
available at:
http://bankrupt.com/misc/nysb17-22445-144.pdf
About Metro Newspaper Advertising Services Inc.
Based in Yonkers, New York, Metro Newspaper Advertising Services,
Inc. -- http://www.metrosn.com-- is a comprehensive advertising
resource that specializes in newspapers and all newspaper related
products, both print and digital.
Metro Newspaper Advertising Services filed a Chapter 11 petition
(Bankr. S.D.N.Y. Case No. 17-22445) on March 27, 2017. The
petition was signed by Phyllis Cavaliere, chairman & CEO. In its
petition, the Debtor estimated $1 million to $10 million in assets
and $10 million to $50 million in liabilities.
Judge Robert D. Drain presides over the case.
Jonathan S. Pasternak, Esq., at DelBello Donnellan Weingarten Wise
& Wiederkehr, LLP, serves as bankruptcy counsel to the Debtor.
The official committee of unsecured creditors formed in the case
retained Lowenstein Sandler LLP as its legal counsel.
MICROVISION INC: Alexander Tokman Resigns as Chief Exec. Officer
----------------------------------------------------------------
Alexander Tokman has resigned as chief executive officer and
director of MicroVision, Inc., effective Nov. 13, 2017, as
disclosed in a Form 8-K report filed with the Securities and
Exchange Commission. Perry M. Mulligan was appointed as chief
executive officer in addition to his role as a director of the
Company
About MicroVision
Redmond, Washington-based MicroVision, Inc. --
http://www.microvision.com/-- is developing its PicoP(R) display
technology that can be adopted by its customers to create
high-resolution miniature laser display and imaging modules. This
PicoP display technology incorporates the company's patented
expertise in two-dimensional Micro-Electrical Mechanical Systems
(MEMS), lasers, optics and electronics.
The report from Microvision's independent registered public
accounting firm Moss Adams LLP, in Seattle, Washington, for the
year ended Dec. 31, 2016 includes an explanatory paragraph stating
that the Company has incurred losses from operations and has an
accumulated deficit, which raises substantial doubt about its
ability to continue as a going concern.
MicroVision reported a net loss of $16.47 million in 2016, a net
loss of $14.54 million in 2015, and a net loss of $18.12 million in
2014. As of Sept. 30, 2017, MicroVision had $37.30 million in
total assets, $24.82 million in total liabilities and $12.47
million in total shareholders' equity.
MICROVISION INC: Will Hold Future 'Say-on-Pay' Votes Annually
-------------------------------------------------------------
In a Form 8-K/A filed with the Securities and Exchange Commission,
MicroVision, Inc., disclosed the Company's decision regarding the
frequency of future stockholder advisory votes on compensation of
the Company's named executive officers.
As previously reported in the Initial 8-K, in a non-binding
advisory vote, a majority of the votes cast at the Annual Meeting
voted in favor of holding an advisory vote on the Company's
executive compensation each year. The Company has considered the
outcome of this advisory vote and determined that it will hold
future advisory votes on executive compensation each year.
About MicroVision
Redmond, Washington-based MicroVision, Inc. --
http://www.microvision.com/-- is developing its PicoP(R) display
technology that can be adopted by its customers to create
high-resolution miniature laser display and imaging modules. This
PicoP display technology incorporates the company's patented
expertise in two-dimensional Micro-Electrical Mechanical Systems
(MEMS), lasers, optics and electronics.
The report from Microvision's independent registered public
accounting firm Moss Adams LLP, in Seattle, Washington, for the
year ended Dec. 31, 2016 includes an explanatory paragraph stating
that the Company has incurred losses from operations and has an
accumulated deficit, which raises substantial doubt about its
ability to continue as a going concern.
MicroVision reported a net loss of $16.47 million in 2016, a net
loss of $14.54 million in 2015, and a net loss of $18.12 million in
2014. As of Sept. 30, 2017, MicroVision had $37.30 million in
total assets, $24.82 million in total liabilities and $12.47
million in total shareholders' equity.
MILLER MARINE: Michael Calavenzo Objects to Disclosures
-------------------------------------------------------
Creditor Michael Calavenzo filed with the U.S. Bankruptcy Court for
the Northern District of Florida an objection to Miller Marine
Yacht Service, Inc.'s disclosure statement referring to the
Debtor's plan of reorganization.
The Creditor's claim is currently disputed by the Debtor and has
not been resolved between parties or by the Court. As such, an
approved Disclosure Statement need to be in place with no disputed
claims before the distribution of funds can be initiated.
The Creditor would further object to the veracity and accuracy of
the Debtor's identity and value of material assets of the Debtor.
As reported by the Troubled Company Reporter on Oct. 25, 2017, the
Debtor asked the Court to consolidate the hearings on the Plan and
disclosure statement. The Debtor asserted that its major secured
creditor, Abbie Sue Drummong & Patrick Lee Drummond, as
co-executors of the Estate of E.A. Drummond, are acquiring the
claim of the other major secured creditor, Ro-Mac Building, LLC and
would like to have the Plan confirmed before the year end. The
Debtor filed its Plan and Disclosure statement with the Court on
Oct. 12, 2017, proposing that the general unsecured creditors
classified in Class 5 receive a distribution of 100% of their
allowed claims, to be distributed over the course of the bankruptcy
plan.
A copy of the Objection is available at:
http://bankrupt.com/misc/flnb17-50113-123.pdf
The Creditor can be reached at:
Michael Calavenzo, Pro Se
P.O. Box 521
Lynn Haven, Florida 32444
About Miller Marine Yacht Services
Miller Marine Yacht Services, Inc., filed a Chapter 11 bankruptcy
petition (Bankr. N.D. Fla. Case No. 17-50113) on March 31, 2017.
The petition was signed by Willian M. Miller, president. The
Debtor disclosed total assets of $3.3 million and total liabilities
of $2.03 million. The Hon. Karen K. Specie presides over the case.
The Debtor is represented by Charles M. Wynn, Esq. at Charles M.
Wynn Law Offices, PA.
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Miller Marine Yacht Service,
Inc., as of April 28, according to a court docket.
MURDOCK EMPIRE: Unsecureds to Get Annual Distributions
-------------------------------------------------------
Murdock Empire Group, Inc. filed with the U.S. Bankruptcy Court for
the District of Arizona an amended plan of reorganization dated
Nov. 10, 2017.
This amended plan of reorganization proposes to pay creditors of
Murdock through the future business income of the Debtor's
operation of its remaining Subway restaurant. Holders of allowed,
secured claims will be paid in full, with interest, over a period
of 60 months under this Plan. Holders of allowed, priority
unsecured and administrative claims are proposed to be paid in
full, with interest over a period of 60 months which, in certain
cases, is only feasible with such holders' consent. Holders of
allowed, non-priority unsecured claims will receive annual,
variable distributions of the reorganized Debtor's excess cash
under the Plan for a period of 84 months.
The Plan also provides for the current shareholders of the Debtor
to retain their equity interests in the reorganized Debtor in
exchange for a contribution of "new value" in the form of an
irrevocable assignment to the reorganized Debtor of the Subway
franchise agreement and sublease relating to the restaurant, which
the shareholders (and not the Debtor) currently hold.
A full-text copy of the Amended Reorganization Plan dated Nov. 10,
2017, is available at:
http://bankrupt.com/misc/azb2-16-11113-117.pdf
About Murdock Empire
Murdock Empire Group, Inc. operates 3 Subway sandwich restaurants
in Phoenix and Scottsdale, Arizona.
The Debtor filed a Chapter 11 petition (Bankr. D. Ariz. Case No.
16-11113), on Sept. 28, 2016. John B. Murdock, president, signed
the petition. At the time of filing, the Debtor estimated assets
of less than $100,000 and liabilities of less than $1 million.
The Debtor is represented by Brian Blum, Esq., at Andante Law
Group, PLLC.
No official committee of unsecured creditors has been appointed.
NEIMAN MARCUS: John Koryl Quits as Stores and Online President
--------------------------------------------------------------
John Koryl announced his resignation from his position as president
of Neiman Marcus Stores and Online, effective Nov. 30, 2017. His
resignation was not the result of any disagreement regarding any
matter related to the Company's operations, policies or practices,
Neiman Marcus said in a Form 8-K report filed with the Securities
and Exchange Commission.
About Neiman Marcus
Headquartered in Dallas, Texas, Neiman Marcus Group LTD LLC --
http://www.neimanmarcusgroup.com/-- is a luxury, multi-branded,
omni-channel fashion retailer conducting integrated store and
online operations under the Neiman Marcus, Bergdorf Goodman, Last
Call, Horchow, CUSP, and mytheresa brand names.
Neiman Marcus incurred a net loss of $531.8 million for the fiscal
year ended July 29, 2017, following a net loss of $406.1 million
for the fiscal year ended July 30, 2016. As of July 29, 2017,
Neiman Marcus had $7.70 billion in total assets, $7.23 billion in
total liabilities and $466.65 million in total member equity.
* * *
As reported by the TCR on March 17, 2017, Moody's Investors Service
downgraded Neiman Marcus Group LTD, Inc.'s Corporate Family Rating
to 'Caa2' from 'B3' and its Probability of Default Rating to
'Caa2-PD' from 'B3-PD'. The company's Speculative Grade Liquidity
rating is affirmed at 'SGL-2'. The outlook is changed to negative
from stable. "The downgrade of NMG's Corporate Family Rating
reflects the continued weakness in its financial results as it
faces both the cyclical and secular challenges that face the North
America luxury department stores", says Christina Boni, VP senior
analyst. "Its designation of its MyTheresa.com operations and
certain owned properties to unrestricted subsidiaries reduces
assets coverage for its debt obligations. The hiring of a
financial advisor to evaluate strategic alternatives also signals
the likelihood of its capital structure being addressed well before
its first significant debt maturity in October 2020. Despite good
liquidity, overall leverage levels remain well above what can be
refinanced and a path to return to peak EBITDA levels is unlikely
in the present operating environment."
NEIMAN MARCUS: Reports $26.2 Million Net Loss in First Quarter
--------------------------------------------------------------
Neiman Marcus Group LTD LLC said that for the quarter ended Oct.
28, 2017, the Company reported total revenues of $1.12 billion, an
increase of 3.8 percent compared with total revenues of $1.08
billion from the same quarter a year ago. During the quarter, the
Company reported a net loss of $26.2 million compared with a net
loss of $23.5 million for the first quarter of fiscal year 2017.
Adjusted EBITDA for the first quarter was $123.5 million compared
to Adjusted EBITDA of $122.9 million for the first quarter a year
ago.
As of Oct. 28, 2017, Neiman Marcus had $7.83 billion in total
assets, $7.38 billion in total liabilities and $451.55 million in
total member equity.
A full-text copy of the press release is available for free at:
https://is.gd/1APc9a
About Neiman Marcus
Headquartered in Dallas, Texas, Neiman Marcus Group LTD LLC --
http://www.neimanmarcusgroup.com/-- is a luxury, multi-branded,
omni-channel fashion retailer conducting integrated store and
online operations under the Neiman Marcus, Bergdorf Goodman, Last
Call, Horchow, CUSP, and mytheresa brand names.
Neiman Marcus incurred a net loss of $531.8 million for the fiscal
year ended July 29, 2017, following a net loss of $406.1 million
for the fiscal year ended July 30, 2016. As of July 29, 2017,
Neiman Marcus had $7.70 billion in total assets, $7.23 billion in
total liabilities and $466.65 million in total member equity.
* * *
As reported by the TCR on March 17, 2017, Moody's Investors Service
downgraded Neiman Marcus Group LTD, Inc.'s Corporate Family Rating
to 'Caa2' from 'B3' and its Probability of Default Rating to
'Caa2-PD' from 'B3-PD'. The company's Speculative Grade Liquidity
rating is affirmed at 'SGL-2'. The outlook is changed to negative
from stable. "The downgrade of NMG's Corporate Family Rating
reflects the continued weakness in its financial results as it
faces both the cyclical and secular challenges that face the North
America luxury department stores", says Christina Boni, VP senior
analyst. "Its designation of its MyTheresa.com operations and
certain owned properties to unrestricted subsidiaries reduces
assets coverage for its debt obligations. The hiring of a
financial advisor to evaluate strategic alternatives also signals
the likelihood of its capital structure being addressed well before
its first significant debt maturity in October 2020. Despite good
liquidity, overall leverage levels remain well above what can be
refinanced and a path to return to peak EBITDA levels is unlikely
in the present operating environment."
NET ELEMENT: Files Amended Resale Prospectus of 886,322 Shares
--------------------------------------------------------------
Net Element, Inc., filed with the Securities and Exchange
Commission an amendment no.1 to its Form S-1 registration statement
relating to the sale of up to 886,322 shares of common stock of the
Company by Cobblestone Capital Partners, LLC.
Net Element will not receive proceeds from the sale of the shares
by the selling stockholder. However, it may receive proceeds of up
to $10 million from the sale of its common stock to the selling
stockholder, pursuant to a common stock purchase agreement entered
into with the selling stockholder on July 5, 2017, once the
registration statement, of which this prospectus is a part, is
declared effective.
The selling stockholder is an "underwriter" within the meaning of
the Securities Act of 1933, as amended. The Company will pay the
expenses of registering these shares, but all selling and other
expenses incurred by the selling stockholder will be paid by the
selling stockholder.
Net Element's common stock is listed on the Nasdaq Capital Market
under the ticker symbol "NETE." On Nov. 11, 2017, the last
reported sale price per share of the Company's common stock was
$4.22 per share.
A full-text copy of the amended prospectus is available at:
https://is.gd/NZK808
About Net Element
North Miami, Florida-based Net Element, Inc. (NASDAQ:NETE) --
http://www.netelement.com/-- operates a payments-as-a-service
transactional and value-added services platform for small to medium
enterprise in the US and selected emerging markets. In the U.S. it
aims to grow transactional revenue by innovating SME productivity
services such as its cloud based, restaurant and retail
point-of-sale solution Aptito. Internationally, Net Element's
strategy is to leverage its omni-channel platform to deliver
flexible offerings to emerging markets with diverse banking,
regulatory and demographic conditions such as UAE, Kazakhstan,
Kyrgyzstan and Azerbaijan where initiatives have been recently
launched. Net Element was named in 2016 by South Florida Business
Journal as one of the fastest growing technology companies.
Net Element reported a net loss of $13.61 million on $54.28 million
of total revenues for the 12 months ended Dec. 31, 2016, compared
to a net loss of $13.32 million on $40.23 million of total revenues
for the 12 months ended Dec. 31, 2015. As of Sept. 30, 2017, Net
Element had $20.43 million in total assets, $18.45 million in total
liabilities and $1.98 million in total stockholders' equity.
Daszkal Bolton LLP's report on the Company's consolidated financial
statements for the year ended Dec. 31, 2016, contains an
explanatory paragraph expressing substantial doubt as to the
Company's ability to continue as a going concern. The independent
auditors stated that the Company's recurring losses from operations
and working capital and accumulated deficits raise substantial
doubt about its ability to continue as a going concern.
NETWEST INC: Unsecureds to Get Full Payment at 3% Under Plan
------------------------------------------------------------
Netwest, Inc., filed a motion asking the U.S. Bankruptcy Court for
the Northern District of Texas to conditionally approve its
disclosure statement in support of its plan of reorganization dated
Nov. 10, 2017.
The Debtor also asks the Court to set a hearing on the final
approval of the disclosure statement and confirmation of the plan
of reorganization.
The plan proposes to pay Class 4 allowed general unsecured
creditors in full with interest at 3% per annum. The Class 4
creditors will share pro rata in the unsecured creditors' pool. The
Debtor will make monthly payments commencing on the Effective Date
of $500 into the unsecured creditors' pool. The Debtor will make
distributions to the Class 4 creditors every 90 days commencing 90
days after the Effective Date. The Debtor will make payments into
the unsecured creditors' pool and distribution therefrom until all
allowed Class 4 creditors have been paid in full.
The Debtor anticipates there will be continuing operations to fund
this Plan.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/txnb17-43103-11-14.pdf
About Netwest
Headquartered at Stephensville, Texas, NetWest filed for Chapter 11
bankruptcy (Bankr. N.D. Tex. Case No. 17-43103) on July 31, 2017.
The case is assigned to Judge Russell F Nelms. Eric Liepins, Esq.
at Eric Liepins, P.C. represents the Debtor.
As of the time of the filing, the Debtor estimated less than $1
million in assets and liabilities.
NICE CAR: Disclosures OK'd; Plan Confirmation Hearing on Dec. 6
---------------------------------------------------------------
The Hon. Raymond B. Ray of the U.S. Bankruptcy Court for the
Southern District of Florida has approved Nice Car, Inc.'s
disclosure statement referring to the Debtor's plan of
reorganization.
A hearing to consider the confirmation of the Plan will be held on
Dec. 6, 2017, at 1:30 p.m. Objections to the plan confirmation
must be filed by Nov. 29, 2017, which is also the deadline for
filing ballots accepting or rejecting the Plan.
The deadline for fee applications is Nov. 22, 2017.
As reported by the Troubled Company Reporter on Oct. 26, 2017, the
Debtor filed with the Court a disclosure statement describing the
Plan or Reorganization, which proposes that each holder of the
allowed general unsecured claim get its pro rata share of a
one-time cash distribution in the aggregate amount of $12,106.26,
such distribution to be made within seven business days of the
Effective Date.
About Nice Car
Founded in 1977, Nice Car, Inc. -- https://nicecar1977.com/ -- is a
family owned and operated full service used car dealer. The
Debtor's business is located in Hollywood, Broward County, Florida
and serves customers throughout the South Florida area. Steven
Kerzer is the 100% shareholder and president of Nice Car.
Nice Car filed a Chapter 11 petition (Bankr. S.D. Fla. Case No.
17-15001), on April 24, 2017. The petition was signed by Steven
Kerzer, president. At the time of filing, the Debtor had estimated
assets and liabilities ranging from $10 million to $50 million.
The case is assigned to Judge Raymond B. Ray.
The Debtor is represented by Robert F. Reynolds, Esq., at Slatkin &
Reynolds, P.A.
An official committee of unsecured creditors has been appointed in
the case.
NON-STOP TRANSPORT: U.S. Trustee Unable to Appoint Committee
------------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Non-Stop Transport, LLC, as of
Nov. 16, according to a court docket.
About Non-Stop Transport, LLC
Non-Stop Transport, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. S.D.Fla. Case No. 17-21405) on Sept. 14, 2017. Chad Van
Horn, Esq., at Van Horn Law Group, PA serves as bankruptcy
counsel.
The Debtor's assets and liabilities are both below $1 million.
NOVABAY PHARMACEUTICALS: Will Sell 2.4M Shares to Ch-gemstone
-------------------------------------------------------------
NovaBay Pharmaceuticals, Inc., has entered into an amended and
restated share purchase agreement with an accredited investor,
Ch-gemstone Capital (Beijing) Co., Ltd. The Amended Purchase
Agreement amended and restated the share purchase agreement between
the Company and the Purchaser dated as of Nov. 13, 2017.
Under the Amended Purchase Agreement, the Company will sell an
aggregate of 2,400,000 shares of the Company's common stock, par
value $0.01 per share, to Ch-gemstone for an aggregate purchase
price of $10.32 million. The Private Placement is expected to
close in January 2018, following the satisfaction of certain
closing conditions specified in the Amended Purchase Agreement,
including the approval of the transaction by the Company's
stockholders as well as the approval of the Purchaser's funds
transfer by the applicable regulatory authorities in China.
China Kington Asset Management Co. Ltd. has agreed to serve as
placement agent in exchange for a commission equal to six percent
of the gross proceeds received by the Company upon closing of the
Private Placement.
The Amended Purchase Agreement contains customary representations,
warranties and agreements by the Company, customary conditions to
closing, indemnification obligations of the Company and the
Purchaser (including for certain liabilities under the Securities
Act of 1933, as amended), and other obligations of the parties and
termination provisions. The Amended Purchase Agreement has been
included to provide investors and security holders with information
regarding its terms, and it is not intended to provide any other
factual information about the Company. The representations,
warranties and covenants contained in the Amended Purchase
Agreement were made only for purposes of such agreement as of a
specific date and were solely for the benefit of the parties to
such agreement. The representations and warranties may have been
made for the purposes of allocating contractual risk between the
parties to the agreement instead of establishing these matters as
facts, and may be subject to standards of materiality applicable to
the contracting parties that differ from those applicable to
investors.
The Shares to be issued by the Company pursuant to the Amended
Purchase Agreement have not been registered under the Securities
Act and may not be offered or sold in the United States absent
registration or an applicable exemption from registration
requirements. The Company is relying on the private placement
exemption from registration provided by Section 4(a)(2) of the
Securities Act and by Rule 506 of Regulation D, and in reliance on
similar exemptions under applicable state laws.
A full-text copy of the Amended and Restated Share Purchase
Agreement is available for free at https://is.gd/MRMekM
About NovaBay Pharmaceuticals
NovaBay Pharmaceuticals is a biopharmaceutical company focusing on
the commercialization of prescription Avenova lid and lash hygiene
for the domestic eye care market. Avenova is formulated with
Neutrox which is cleared by the U.S. Food and Drug Administration
(FDA) as a 510(k) medical device. Neutrox is NovaBay's proprietary
pure hypochlorous acid. Laboratory tests show that hypochlorous
acid has potent antimicrobial activity in solution yet is non-toxic
to mammalian cells and it also neutralizes bacterial toxins.
Avenova is marketed to optometrists and ophthalmologists throughout
the U.S. by NovaBay's direct medical salesforce. It is accessible
from more than 90% of retail pharmacies in the U.S. through
agreements with McKesson Corporation, Cardinal Health and
AmeriSource Bergen.
Novabay reported a net loss of $13.15 million for the year ended
Dec. 31, 2016, a net loss of $18.97 million for the year ended Dec.
31, 2015, and a net loss of $15.19 million for the year ended Dec.
31, 2014. As of Sept. 30, 2017, Novabay had $11.05 million in
total assets, $9.22 million in total liabilities and $1.83 million
in total stockholders' equity.
OMNI LION'S RUN: Court Junks Lenders' Bid for Relief from Stay
--------------------------------------------------------------
Judge Ronald B. King of the U.S. Bankruptcy Court for the Western
District of Texas denied Lookout Ridge Boulevard, LLC, and East
Central Texas Expressway's motions for relief from stay.
Lookout Ridge (the Lender for Debtor Omni Lookout Ridge, L.P.) and
East Central (the Lender for Debtor Omni Lion's Run, L.P.) asked
the Court to lift the stay on the only meaningful asset in each
bankruptcy estate: two apartment complexes in Harker Heights,
Texas.
The Lenders request relief under two provisions of the Bankruptcy
Code: 11 U.S.C. sections 362(d)(1) and 362(d)(2). Section 362(d)(1)
instructs courts to grant relief from the automatic stay where
there exists cause to do so. Section 362(d)(2) requires a court to
lift the stay if the debtor has no equity in the property and the
property is not necessary to an effective reorganization.
Upon analysis of the arguments raised by the Lenders, the Court
finds that there is no compelling cause to lift the stay and that
both properties are necessary to an effective reorganization of the
Debtors.
The Court opines that while it is true that some debtors attempt to
abuse chapter 11 bankruptcy by stiff-arming creditors with the
automatic stay and then simply "mowing the grass and waiting for
market conditions to turn," previously mismanaged single asset real
estate cases do not automatically demand evisceration of the stay.
The Debtors here have been proactive in their cases. The Debtors
filed in good faith, have income-producing properties, are
improving the collateral, are making adequate protection payments
to the Lenders, have an approved disclosure statement, have a plan
on file, have an excellent property manager, have a guarantor
putting his capital on the line, have business prospects, and have
a pattern of working with their creditors. Thus, there is no cause
to lift the stay at this time.
A full-text copy of Judge King's Opinion dated Nov. 9, 2017, is
available at:
http://bankrupt.com/misc/txwb17-60329-166.pdf
About Omni Lion's Run
Omni Lion's Run, L.P., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Tex. Case No. 17-60329) on May 2,
2017. Drew G. Hall, its manager, signed the petition. Judge
Ronald B. King presides over the case. At the time of the filing,
the Debtor estimated assets and liabilities of less than $50,000.
Omni Lookout Ridge L.P. commenced its Chapter 11 case. (Bankr. W.D.
Tex. Case No. 17-60447) on June 6, 2017.
Hajjar Peters LLP serves as counsel to the Debtors.
OMNICOMM SYSTEMS: Will Acquire Certain Assets of Algorithm
----------------------------------------------------------
OmniComm Systems, Inc. and Algorithm, Inc. and its subsidiaries
Algorics Ltd. and Algorithm Informatics Pvt. Ltd. have signed a
letter of intent under which OmniComm will acquire certain assets
and assume certain liabilities of Algorics, a provider of clinical
analytics solutions and software. By combining forces, the
companies expect increased operating efficiency, strengthened
traction in the maturing risk-based approach solution area, new
marketing opportunities and an expanded portfolio of electronic
data capture (EDC) solutions for the global clinical trials
industry. The transaction would also provide OmniComm with an
office in India, a country of growing importance in the clinical
trials market.
The proposed acquisition will cement the existing collaboration
between the companies and provide OmniComm with access to advanced
data analytics capabilities and specialized algorithms, including
artificial intelligence/machine learning, developed by Algorics.
"We've been partnering with OmniComm for the last two and a half
years. The companies are a very good fit culturally, with a high
compatibility of technologies and shared vision for clinical trials
innovation," said Nithiya Ananthakrishnan, CEO and founder of
Algorics. "Algorics has developed algorithms and software to
address the increasing demands from global regulatory bodies for
reduced regulatory risk, improved quality and compliance with
real-time insight. Joining OmniComm will accelerate our goal of
becoming the best-in-class solution for risk-based monitoring and
clinical data analytics. We look forward to bringing additional
competitive advantages to OmniComm's customers by delivering
end-to-end RBM solutions and specialized data analytics
expertise."
With two decades of operating experience, OmniComm will provide the
Algorics team with an established and expanding marketplace. The
acquisition will enable OmniComm to diversify and increase its
product line. Additional benefits include:
* Enhanced real-time and cross-study reporting capabilities for
OmniComm's TrialMaster and TrialOne product lines.
* AI/Machine-learning capabilities for remote monitoring of
research sites.
* End-to-end risk management framework in compliance with the
recent ICH GCP E6 Addendum.
* Expanded regional customer support in the Asia-Pacific
market.
* An office in India, which has become increasingly important
for research and development initiatives in the
pharmaceutical market.
"This acquisition fills a strong need for our customer base in the
area of data aggregation and analytics, cross-study reporting and
risk-based monitoring support," said Stephen Johnson, president and
CEO of OmniComm. "The Acuity platform from Algorics perfectly
complements and integrates with our TrialMaster EDC platform to
improve clinical trials data quality, enhance our current
risk-based monitoring capabilities and enable our clients to make
better, real-time decisions throughout their clinical research."
OmniComm and Algorics both use the Microsoft Technology Stack, so
the integration with TrialMaster and TrialOne is seamless, Mr.
Johnson added.
No finder's fees are payable as a result of the proposed
acquisition. Completion of the proposed acquisition is subject to
a number of conditions including, but not limited to completion of
satisfactory due diligence during a 90 day due diligence period,
the negotiation and execution of a definitive asset purchase
agreement and approval of the Board of Directors of OmniComm. There
can be no assurance that the transaction will be completed as
proposed. The proposed acquisition is expected to close by the
first quarter of 2018.
About Algorics
Algorics brings together a team of highly experienced software and
life science professionals, united behind a single goal: to provide
innovative risk-based monitoring and clinical analytics solutions
and software to the global life sciences industry with consistent
and reliable quality. Please visit www.algorics.com for more
information.
About OmniComm Systems, Inc.
OmniComm Systems, Inc. is a strategic software solutions provider
to the life sciences industry. OmniComm is dedicated to helping
the world’s pharmaceutical, biotechnology, contract research
organizations (CROs), diagnostic and device firms, and academic
medical centers maximize the value of their clinical research
investments. Through the use of innovative and progressive
technologies, these organizations drive efficiency in clinical
development, better manage risks, ensure regulatory compliance and
manage their clinical operations performance. OmniComm provides
comprehensive solutions for clinical research with an extensive
global experience from more than 5,000 clinical trials. Please
visit www.omnicomm.com for more information.
OmniComm reported net income of $101,880 on $25.41 million of total
revenues for the year ended Dec. 31, 2016, compared with net income
of $2.58 million on $20.71 million of total revenues for the year
ended Dec. 31, 2015. As of Sept. 30, 2017, OmniComm had $7.76
million in total assets, $25.78 million in total liabilities and a
total shareholders' deficit of $18.02 million.
* * *
This concludes the Troubled Company Reporter's coverage of OmniComm
Systems until facts and circumstances, if any, emerge that
demonstrate financial or operational strain or difficulty at a
level sufficient to warrant renewed coverage.
OVERSEAS SHIPHOLDING: S&P Lowers CCR to 'B-', Outlook Developing
----------------------------------------------------------------
S&P Global Ratings said it lowered its corporate credit rating on
Overseas Shipholding Group Inc. to 'B-' from 'B'. The outlook is
developing.
S&P said, "At the same time, we lowered our issue-level ratings on
the company's ABL revolver and secured term loan due in 2019 to
'B+' from 'BB-'. The '1' recovery rating is unchanged, indicating
our expectation for very high recovery (90%-100%; rounded estimate:
95%) in the event of a payment default.
"In addition, we lowered our issue-level rating on OSG's 8.125%
senior unsecured notes due in 2018 to 'B-' from 'B'. The '3'
recovery rating is unchanged, indicating our expectation for
meaningful recovery (50%-70%; rounded estimate: 55%) in the event
of a payment default.
"The downgrade reflects the upcoming maturities of the company's
ABL and term loan in 2019. We assume cash balances will cover the
2018 maturity of the company's senior unsecured notes. We note that
challenging conditions in the U.S. liquid shipping industry are
affecting OSG's operating performance. The industry's vessel
overcapacity has resulted in soft freight rates. At the same time,
OSG's exposure to the spot market has increased as its contract
coverage through time charters has declined over the past year. We
believe this trend will continue until industry capacity
rebalances, which we expect to be at least a year away. In general,
we view time charters (under which a customer pays a fixed rate for
the use of a ship and its crew, and pays for voyage expenses such
as fuel) more favorably than the spot market due to the benefit of
improved operating efficiency and better revenue visibility.
"Our rating on OSG reflects the company's smaller size, high
leverage, and the competitive nature of the shipping industry.
These issues are somewhat offset by the diversification provided by
the company's three differentiated niche operations that have not
been meaningfully affected by the slowdown in the domestic liquid
market. These niche services include three shuttle tankers in the
Gulf of Mexico, two Military Security Program tankers contracted
with the government of Israel, and lightering vessels in Delaware
Bay. (Lightering is the process of off-loading crude oil or
petroleum products from large tankers to smaller tankers for
discharge in ports.)"
OSG has a strong position in the U.S. domestic coastwise market
(under the Jones Act, vessels that transport cargo between U.S.
ports are required to be built in the U.S. and must be owned,
operated, and manned by U.S. citizens), which is much smaller but
considerably more concentrated than the international oil tanker
business. The company operates a fleet of well-maintained vessels
that transport crude oil and petroleum products for U.S. domestic
trade. As of Sept. 30, 2017, the company owned or operated 22
vessels. OSG's fleet operates in all of the major domestic
coastwise markets, including the intra-U.S. Gulf, the U.S. Gulf to
the West Coast, the U.S. Gulf to the East Coast, and the Alaskan
markets. With the exception of Alaska, these coastwise markets have
limited pipeline coverage and rely on tanker vessels to transport
their refined petroleum products.
OSG improved its financial position when it emerged from bankruptcy
in August 2014 by decreasing its debt burden and enhancing its
liquidity. In the period following its emergence from bankruptcy,
the company performed well, benefiting from generally favorable
economic conditions and its leaner cost structure. S&P said,
"However, due to the more challenging conditions in the domestic
shipping industry currently, we expect that the company's credit
metrics will weaken over the next 12-24 months. Somewhat offsetting
the deteriorating operating trends is the company's planned debt
repayments, including its intention to repay the balance of its
outstanding senior unsecured notes and a mandatory debt prepayment
of approximately $28 million on the term loan. However, we note the
company's meaningful debt maturities in 2019."
S&P said, "The developing outlook reflects that we could either
raise or lower our rating on OSG over the next year depending on
the company's ability to refinance its capital structure in a
timely manner, as well as how well it performs in an uncertain
domestic liquid shipping market.
"We could raise our rating on OSG over the next year if the company
refinances its upcoming maturities, maintains an adequate liquidity
position, and eliminates refinancing risk. In addition, we could
raise the rating if conditions in the domestic liquid shipping
industry improve due to a rebalancing of industry capacity,
resulting in an FFO-to-debt ratio in the high-single-digit percent
area for a sustained period.
"We could lower our ratings on OSG over the next year if the
company faces challenges refinancing its upcoming maturities or if
we believe its liquidity position has deteriorated such that we
revise our liquidity assessment to less than adequate or weak. We
could also lower our ratings if we come to believe that OSG is
dependent upon favorable business, financial, or economic
conditions to meet its financial commitments, or if we view the
company's financial obligations as unsustainable over the long term
even though the company may not face a credit or payment crisis in
the next 12 months."
PEEKAY ACQUISITION: To Pay Quarterly Fees on Plan's Effective Date
------------------------------------------------------------------
Peekay Acquisition, LLC, and affiliates filed with the U.S.
Bankruptcy Court for the District of Delaware an amended joint plan
liquidation dated Nov. 14, 2017.
The amended liquidation plan provides that all fees due and payable
("Quarterly Fees") prior to the Effective Date will be paid by the
Debtors on the Effective Date. After the Effective Date, the
Debtors and any entity making disbursements on behalf of any Debtor
or disbursements on account of an obligation of any Debtor will be
jointly and severally liable to pay Quarterly Fees when due and
payable. The Debtors will file with the Bankruptcy Court all
Quarterly Reports due prior to the Effective Date when they become
due, in a form reasonably acceptable to the U.S. Trustee.
The previous plan provided that on the Effective Date, the Debtors
will pay, in full in cash, any fees due and owing to the U.S.
Trustee as of the Effective Date.
A full-text copy of the Blacklined Version of the Amended Joint
Plan of Liquidation is available at:
http://bankrupt.com/misc/deb17-11722-366.pdf
About Peekay Acquisition
Headquartered in Auburn, Washington, Peekay --
http://www.loverspackage.com/-- is a specialty retailer of a broad
selection of lingerie, sexual health and wellness products and
accessories. Peekay currently owns and operates 47 retail stores
across six states under the brand names "Christals," "LoVerS,"
"ConReV" and A. "A Touch of Romance."
Peekay Acquisitions, LLC, and its affiliates each sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 17-11722) on Aug. 10,
2017. The petitions were signed by Albert Altro, chief
restructuring officer. Judge Brendan Linehan Shannon presides over
the cases.
Peekay Acquisition estimated its assets between $10 million and $50
million and its debts between $50 million and $100 million.
Landis Rath & Cobb LLP serves as the Debtors' bankruptcy counsel.
The Debtors hired SSG Advisors, LLC, as investment banker and
Traverse, LLC, as financial advisor. Rust Consulting/Omni
Bankruptcy serves as claims and noticing agent.
On Aug. 21, 2017, five creditors were named to serve in the
official committee of unsecured creditors in the Debtors' cases.
The panel tapped Cullen and Dykman LLP as general counsel;
Whiteford, Taylor & Preston LLC as Delaware counsel; and The DAK
Group, Ltd., as financial advisor.
PELICAN REAL ESTATE: Trustee's Sale of TM 25 Pools for $220K Okayed
-------------------------------------------------------------------
Judge Roberta A. Colton of the U.S. Bankruptcy Court for the Middle
District of Florida authorized Maria M. Yip, the Chapter 11
Liquidating Trustee for Pelican Real Estate, LLC and affiliates, to
sell the TM 25 Pools to the U.S. Bank Trust National Association,
as Trustee for American Homeowner Preservation Trust Series 2015A+,
for $220,000.
The sale is "as is" and "where is" with no representations or
warranties, either express or implied; and free and clear of all
liens, claims, and interests of others.
The Buyer submitted the highest and best bid for the TM 25 Pools,
which is the purchase price under the Purchase and Sale Agreement
dated Oct. 17, 2017.
About Pelican Real Estate
Pelican Real Estate, LLC and its eight affiliates sought
protection
under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Lead
Case
No. 16-03817) on June 8, 2016. The petition was signed by Jared
Crapson, president of SMFG, Inc., manager of Pelican Management
Company, LLC. At the time of the filing, Pelican Real Estate
listed under $50,000 in both assets and debt.
The Debtors are represented by Elizabeth A. Green, Esq., at Baker
&
Hostetler LLP. The Debtors hired Bill Maloney Consulting as their
financial advisor; Hammer Herzog and Associates P.A. as their
accountant; and Pino Nicholson PLLC as their special counsel.
Turnkey Investment Fund LLC, an affiliate of Pelican Real Estate
LLC, hired Dance Bigelow Sharp & Co. as accountant.
Guy Gebhardt, acting U.S. trustee for Region 21, on July 27, 2016,
formed an official committee of unsecured creditors for Pelican
Real Estate LLC's affiliates, Smart Money Secured Income Fund LLC
and Accelerated Asset Group LLC.
Maria Yip was appointed examiner in the case. She hired
GrayRobinson, P.A., as her lead counsel; and Fikso Kretschmer
Smith
Dixon Ormseth PS as special counsel.
On February 15, 2017, the court entered an order confirming the
Debtors' Second Amended Plan of Liquidation. The plan became
effective on March 2, 2017, at which time the Smart Money
Liquidating Trust came into existence and Ms. Yip was named the
liquidating trustee.
PERSONAL SUPPORT: Unsecureds to be Paid $5K Annually for 5 Years
----------------------------------------------------------------
Personal Support Medical Suppliers, Inc., filed with the U.S.
Bankruptcy Court for the Eastern District of Pennsylvania a
disclosure statement describing its plan of reorganization.
Class 1 under the plan consists of Allowed Unsecured Claims. The
Debtor proposes to pay $25,000 to the holders of Allowed General
Unsecured Claims by distributing $5,000 on a pro rata basis,
annually, for five years commencing on the Effective Date. This
class includes all deficiency Claims and the portion of any Claims
of any priority unsecured creditor which is not entitled to
priority. This class is impaired.
The Plan will be funded by ongoing operations of the Debtor,
carried out by existing management, and the continued efforts of
the Debtor and its management to maximize the Debtor's presence in
its marketplace while striving to reduce overhead.
A full-text copy of the Disclosure Statement is available for free
at:
http://bankrupt.com/misc/paeb17-12833-209.pdf
About Personal Support Medical Suppliers
Personal Support Medical Suppliers, Inc., and Care for You Home
Medical Equipment, LLC, doing business as Community Care Partners,
are both home medical equipment organizations operating in the
greater Philadelphia Region and New York with offices in
Philadelphia and Seneca, Pennsylvania.
The Debtors filed Chapter 11 petitions (Bankr. E.D. Pa. Case Nos.
17-12833 and 17-12836) on April 24, 2017. David Halooka,
president, signed the petitions. On May 10, 2017, the Court
entered an order granting the joint administration of the Debtors'
cases.
At the time of filing, the Debtors each estimated assets and
liabilities at $1 million to $10 million.
The Hon. Ashely M. Chan is the case judge. Albert A. Ciardi, III,
Esq., at Ciardi Ciardi & Astin, P.C., serves as counsel to the
Debtors, and David A Applebaum, Esq., at Friedman, Schuman,
Applebaum & Nemeroff, PC, as their special counsel. The Debtors
hired Momentum Advisors Services, LLC, Inc., as their financial
advisor; and Gitomer & Berenholz P.C. as their accountant.
No trustee, examiner or creditors' committee has been appointed in
the Debtors' cases.
PETROLIA ENERGY: Hikes Authorized Common Shares to 400 Million
--------------------------------------------------------------
As previously reported, on Sept. 21, 2017, the majority
stockholders of Petrolia Energy Corporation, via written consent to
action without meeting, approved:
(1) the adoption of an amendment to the Petrolia Energy
Corporation 2015 Stock Incentive Plan to (a) increase by
36,000,000 (to 40,000,000) the number of shares of common
stock reserved for issuance under the plan; and (b) amend
the definition of "Eligible Person" under the plan;
(2) the filing of a Certificate of Amendment to the Company's
Certificate of Formation with the Secretary of State of
Texas to (a) increase the number of authorized shares of
common stock, par value $0.001 per share of the Company, to
400,000,000 shares of common stock; and (b) amend the par
value of the Company's preferred stock, from $0.10 per
share to $0.001 per share; and
(3) authority for the Company's Board of Directors, without
further stockholder approval, to effect a reverse stock
split of all of the outstanding common stock of the
Company, by the filing of a Certificate of Amendment to the
Company's Certificate of Formation with the Secretary of
State of Texas, in a ratio of between one-for-two and one-
for-fifty, with the Company's Board of Directors having the
discretion as to whether or not the reverse split is to be
effected, and with the exact exchange ratio of any reverse
split to be set at a whole number within the above range as
determined by the Board of Directors in its sole
discretion, at any time before the earlier of (a) March 1,
2018; and (b) the date of the Company's 2018 annual meeting
of stockholders.
On Nov. 6, 2017, the Amendment was filed with the Secretary of
State of Texas and the filing became effective on Nov. 9, 2017.
The Plan is intended to secure for the Company the benefits arising
from ownership of the Company's common stock by the employees,
officers, directors and consultants of the Company, all of whom are
and will be responsible for the Company's future growth. The Plan
is designed to help attract and retain for the Company, qualified
personnel for positions of exceptional responsibility, to reward
employees, officers, directors and consultants for their services
to the Company and to motivate such individuals through added
incentives to further contribute to the success of the Company.
About Petrolia Energy
Petrolia Energy Corporation -- http://www.petroliaenergy.com/--
formerly known as Rockdale Resources Corporation, is an oil and gas
exploration, development, and production company. With operations
in Texas, Oklahoma and New Mexico, the Company focuses on
redeveloping existing oil fields in well-established oil rich
regions of the U.S., employing industry-leading technologies to
create added value.
Petrolia Energy reported a net loss of $1.87 million on $321,000 of
total revenue for the year ended Dec. 31, 2016, compared with a net
loss of $1.85 million on $188,000 of total revenue for the year
ended Dec. 31, 2015. As of June 30, 2017, Petrolia had $13.49
million in total assets, $4.18 million in total liabilities and
$9.31 million in total stockholders' equity.
MaloneBailey, LLP, issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31, 2016,
citing that Petrolia Energy has incurred losses from operation
since inception and has a net working capital deficiency. These
factors raise substantial doubt about the Company's ability to
continue as a going concern.
PIONEER CARRIERS: Volvo Financial to Get $115,000 at 5.25% Interest
-------------------------------------------------------------------
Pioneer Carriers, LLC, and Transport Dry Freight, L.L.C, filed with
the U.S. Bankruptcy Court for the Southern District of Texas their
second amended disclosure statement and plan of reorganization
dated Nov. 8, 2017.
Class 12 consists of the secured claim of Volvo Financial Services,
which has filed Proof of Claim no. 4 in the bankruptcy case of
Transport Dry Freight, asserting a secured claim of $123,583.20.
The Debtors and Volvo Financial have agreed that the claim of Volvo
Financial will be secured in the amount of $115,000. Volvo
Financial's claim is secured by trucks and equipment more
specifically described in Volvo Financial's proof of claim number
4. The Debtors will pay the secured amount of $115,000 to Volvo
Financial at 5.25% interest in 84 monthly payments. The unsecured
amount will be treated as an unsecured claim with the general
unsecured creditors.
Volvo Financial will retain its security interest in the collateral
and, except as modified by the confirmation court order, Transport
Dry Freight's prepetition loan documents with Volvo Financial will
survive confirmation.
The Debtors will maintain insurance on the Volvo Collateral,
listing Volvo Financial as loss-payee. Volvo Financial will retain
its liens and security interests as to the Volvo Collateral until
the claim is paid. Except as modified by the confirmation order,
Transport Dry Freight prepetition loan documents with Volvo
Financial will survive confirmation.
If the reorganized debtors fail to make any payments as required in
this Plan, Volvo Financial will provide written notice of that
default and send written notice by certified mail to the Debtors
and Debtors' counsel advising of that default, and providing the
reorganized debtors with a period of 14 days to cure the default.
In the event that the default is not cured within 14 days, Volvo
Financial may, without further order of the Court, pursue all of
its rights and remedies available to it understate law and to
collect the full amount of all taxes, penalties and interest owed.
In the event that the reorganized debtor fails to timely cure the
post-confirmation default, Volvo Financial may exercise its state
law contractual rights as set forth in its contract with the
Debtors.
The Debtors will be entitled to no more than three notices of
default. In the event of a 4th default, Volvo Financial may
exercise its state law contractual rights as set forth in its
contract with the Debtors.
Payments to Class 11 will start on the fifth day of the first full
calendar month following the Effective Date of the Plan.
Payments to Class 12 will start on the fifth day of the first full
calendar month following the Effective Date of the Plan.
Class 12 is impaired.
A copy of the Second Amended Disclosure Statement is available at:
http://bankrupt.com/misc/txsb16-36356-175.pdf
As reported by the Troubled Company Reporter on July 28, 2017, the
Debtors filed with the Court their joint disclosure statement and
plan of reorganization, which proposed that Class 15 general
unsecured claims be paid a total of 100% on these claims. Each May
1st, starting on the first May 1st to arrive after the Effective
Date of the Plan, the Debtors would send the creditors in Class 15
the year-end financial statements of Pioneer and Transport for the
previous calendar year. After payment of all ordinary and
necessary expenses and after payment to Classes 1 through 14, the
creditors in Class 15 would receive 50% of Pioneer and Transport's
combined net cash flow, if any, after payments to secured and
priority creditors in the previous calendar year.
About Pioneer Carriers
Pioneer Carriers, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S. D. Texas Case No. 16-36356) on Dec. 12,
2016. The petition was signed by Pedro Lagos, president.
On Feb. 1, 2017, Transport Dry Freight LLC, an affiliate, filed
Chapter 11 petition (Bankr. S.D. Tex. Case No. 17-30551). The case
is jointly administered with that of Pioneer under Case No.
16-36356.
The cases are assigned to Judge Jeff Bohm.
At the time of the filing, Pioneer estimated its assets and
liabilities at $1 million to $10 million. Transport Dry Freight
estimated assets of less than $50,000 and liabilities of less than
$500,000.
On July 21, 2017, the Debtors filed a disclosure statement, which
explains their proposed Chapter 11 plan of reorganization.
PIONEER HEALTH: UST's Response to Sale of Medicomp Assets Resolved
------------------------------------------------------------------
Judge Neil P. Olack of the U.S. Bankruptcy Court for the Southern
District of Mississippi has entered an order resolving the response
of United States Trustee for Region 5 ("UST") to the proposed sale
by Pioneer Health Services, Inc. and affiliates of substantially
all assets of Medicomp, Inc., outside the ordinary course of
business to California Rehabilitation Services, Inc. ("CRS"), doing
business as Interstate Rehabilitation Services, for the aggregate
purchase price equal to (a) the lesser of (i) annualized adjusted
EBITDA multiplied by 1.5 or (ii) $500,000; (b) plus any cure
amounts that the Purchaser is required to pay or payments that the
Purchaser is required to pay, subject to overbid.
The Debtors and the US Trustee have reached an agreement. The U.S.
Trustee's Response is resolved by including the following language
in any order approving the sale of the Assets:
a. The sale, and/or transfer, of property containing
personally identifiable information will be consistent with those
procedures currently in place by the Debtor regarding the transfer
of personally identifiable information in accordance with 11 U.S.C.
Section 363(b)(1)(A).
b. Any proceeds from the sale of the Assets will be placed in
a segregated, United States Trustee authorized DIP bank account,
and such proceeds will not be disbursed until further order of the
Court. Any new DIP bank account will be subject to the United
States Trustee's Chapter 11 Operating Guidelines and Reporting
Requirements.
c. Within seven days after the sale of the Assets closes,
pursuant to Fed. R. Bankr. P. 6004(f)(1), the Debtor will file on
the Court docket a Report of Sale with a copy of the settlement
statement.
About Pioneer Health Services
Pioneer Health Services, Inc., provides healthcare services to
rural communities, and own and manage rural critical access
hospitals.
Pioneer Health Services and its debtor-affiliates, including
Medicomp Inc., filed Chapter 11 bankruptcy petitions (Bankr. S.D.
Miss. Lead Case No. 16-01119) on March 30, 2016. Pioneer Health
Services of Early County, LLC, commenced a Chapter 11 case on April
8, 2016. The cases are administratively consolidated. Joseph S.
McNulty III, its president, signed the petitions.
Judge Hon. Neil P. Olack presides over the Debtors' cases.
The Law Offices of Craig M. Geno PLLC serves as the Debtors'
counsel.
Mintz Levin Cohn Ferris Glovsky and Popeo, P.C., is acting as
special counsel to the Debtor.
Pioneer Health Services estimated $10 million to $50 million in
assets and liabilities.
Henry Hobbs, Jr., acting U.S. trustee for Region 5, on April 19,
2017, appointed three creditors of Pioneer Health Services to serve
on an official committee of unsecured creditors. The Committee
retained Arnall Golden Gregory LLP as counsel, and GlassRatner
Advisory & Capital Group LLC as financial advisor.
PRADO MANAGEMENT: Whisper Capital Objects to Use of Sale Proceeds
-----------------------------------------------------------------
Prado Management LLC filed with the U.S. Bankruptcy Court for the
District of Arizona an amended disclosure statement dated Nov. 8,
2017, in support of the Debtor's Chapter 11 plan of reorganization
dated Nov. 8, 2017.
Funding for the Plan will come from the sale proceeds of the
Debtor's single family residential property located in the Prado
Estates gated community at 23875 North 91st Street in Scottsdale,
Arizona, and any capital contributions from the equity interests,
which the Debtor believes will be sufficient to enable the Debtor
to meet its Plan obligations.
Unless the Property sells earlier, at the Confirmation Hearing the
Debtor will request that the Court enter an order establishing a
date for a sale of the Property, free and clear of all liens,
claims and Interests as soon as possible after the Confirmation
Order becomes final. The sale will be by public auction, conducted
in open court, and upon other terms and conditions as the Court may
establish after notice and hearing. The rights of parties under
the U.S. Bankruptcy Code Section 363(k) shall be preserved. Unless
the Court orders otherwise, all bids must be in cash and the sale
must close at least seven prior to the Effective Date. The Court
may establish bidder qualifications, but no party will be
disqualified from bidding based upon their affiliation or prior
affiliation with the Debtor or the holder of any claim or interest.
Distributions under this Plan will be made to holders of allowed
claims and interests by the Disbursing Agent, who will report on
activity in this account in periodic reports to the Court.
Whisper Capital, LLC, objects to the use of proceeds of the sale of
the Debtor's property to fund the Plan.
Class 3 consists of the Secured Claim of Arizona Bank & Trust. It
has filed proof of claim No. 2 in the amount of $3,665,959.75,
including principal, interest, attorneys' fees and costs,
appraisals, and searches. AZBT listed the principal balance of the
loan as $3,399,981.11, with interest and other fees and costs as
$265,978.64. Additionally, the AZBT claim lists an accruing per
diem Interest in the amount of $1,416.65.
In 2014, the Debtor with German Osio as co-guarantor, took out a
mortgage on the Debtor's Property for $3.4 million with AZBT. The
Property was valued at approximately $5 million at the time. The
AZBT loan is accruing interest and fees, both of which will be paid
in full from the proceeds of the sale of the Property.
The Property is currently listed for sale at $5.75 million, a value
greater than the secured amount perfected against it. The Debtor
believes that there is approximately $2 million in equity remaining
in the Property. Therefore, there is sufficient Equity in the
Property to pay AZBT in full once a sale is consummated. The
Turaskys assert that the AZBT loan was obtained by Mr. Osio without
the authority of Debtor, was not authorized by the Debtor or the
Debtor's true owner, Whisper Capital, and was obtained through the
presentation to AZBT of false ownership and other documents
including a fraudulent residential lease agreement for the
Property.
No Class 5 General Unsecured Claims were filed.
A copy of the Amended Disclosure Statement is available at:
http://bankrupt.com/misc/azb17-02989-94.pdf
As reported by the Troubled Company Reporter on Aug. 4, 2017, the
Debtor filed a Chapter 11 plan of reorganization, which proposes to
pay creditors from the sale of its residential property in
Scottsdale, Arizona. According to the restructuring plan, unless
the property sells earlier, it would be auctioned for sale once the
plan is confirmed.
About Prado Management LLC
Prado Management LLC is a single asset real estate (as defined in
11 U.S.C. Section 101(51B)) and based in Scottsdale, Arizona.
The Debtor filed its voluntary petition for relief under Chapter 11
of the Bankruptcy Code (Bankr. D. Ariz. Case No. 17-02989)on March
27, 2017. The petition was signed by German Osio, manager. At the
time of the filing, the Debtor had $1 million to $10 million in
estimated assets and liabilities.
Judge Eddward P. Ballinger Jr. presides over the case. The Debtor
is represented by Dale C. Schian, Esq., of Schian Walker PLC.
PRECIPIO INC: Provides Update on Corporate Developments
-------------------------------------------------------
Precipio, Inc., disclosed in a press release third quarter 2017
business highlights and recent developments.
July 2017
* Precipio announced commencement of a multi-party study to
demonstrate the impact of academic pathology expertise on
diagnostic accuracy.
* Precipio rang the Nasdaq Stock Market Opening Bell.
* Precipio announced agreement with Clearbridge Health for
liquid biopsy and diagnostic services in Asia.
August 2017
* Precipio, Inc. announced closing of $6,000,000 public
offering.
September 2017
* Precipio elected Jeffrey Cossman, MD, and Douglas Fisher, MD
to its Board of Directors.
October 2017
* Precipio re-launched all CLIA Lab and Pharmacological
Research Projects at its New Haven, CT facility.
* Precipio launched its first re-designed ICE-COLD PCRTM
Targeted Enrichment Kit to Identify mutations in lung cancer
using liquid (blood) biopsies.
* Precipio's ICE COLD-PCRTM technology selected by the
University of Kentucky for Liquid Biopsy Study.
* Precipio delivered first ICE COLD-PCRTM order to new
Brazilian distributor.
* Precipio received first Ice Cold- PCRTM Kit order from
Clearbridge Health.
November 2017:
* Precipio's ICE-COLD PCR(TM) technology selected by Methodist
Healthcare System as their Liquid Biopsy Platform.
* Precipio announced completion of substantial balance sheet
restructuring.
* Precipio announced the closing of a $2,748,000 Registered
Direct Offering.
* Precipio appointed Samuel D. Riccitelli as Chairman of the
Board of Directors and elected David Cohen as Director.
"At the start of Q3-2017, our company faced significant financial,
operational, product development, and sales challenges. I am
delighted to report that we have overcome these challenges and have
delivered on our stated objectives," said Ilan Danieli, President
and CEO. "We now have the appropriate resources, products and
services mix, financial foundation and infrastructure to build upon
last quarter's successes and drive growth. We have succeeded in
recapitalizing the company, restructuring our debt to manage cash
flow and relocating lab operations, which has provided the Company
runway to accelerate R&D development, transfer those developments
into production tests and to build our sales force for market
expansion. While much work remains, I have never been more excited
about the future of Precipio," Mr. Danieli concluded.
About Precipio
Precipio, formerly known as Transgenomic, Inc., has built a
platform designed to eradicate the problem of misdiagnosis by
harnessing the intellect, expertise and technology developed within
academic institutions and delivering quality diagnostic information
to physicians and their patients worldwide. Through its
collaborations with world-class academic institutions specializing
in cancer research, diagnostics and treatment, initially the Yale
School of Medicine, Precipio offers a new standard of diagnostic
accuracy enabling the highest level of patient care. For more
information, please visit www.precipiodx.com.
Transgenomic reported a net loss available to common stockholders
of $8 million on $1.55 million of net sales for the year ended Dec.
31, 2016, compared with a net loss available to common stockholders
of $34.27 million on $1.92 million of net sales for the year ended
Dec. 31, 2015. As of Sept. 30, 2017, Precipio had $34.97 million
in total assets, $14.57 million in total liabilities and $20.40
million in total stockholders' equity.
Marcum LLP, in Hartford, CT, issued a "going concern" qualification
on the consolidated financial statements for the year ended Dec.
31, 2016, stating that the Company has incurred operating losses
and used cash for operating activities for the past several years.
This raises substantial doubt about the Company's ability to
continue as a going concern.
PRIME SIX: Amends Plan to Remove Unsecured Disputed Claims
----------------------------------------------------------
Prime Six, Inc., filed with the U.S. Bankruptcy Court for the
Eastern District of New York a second amended disclosure statement,
dated Nov 10, 2017, in support of its amended Chapter 11 plan of
reorganization.
This latest filing removed the allowed unsecured, disputed,
contingent, and unliquidated claims of general creditors previously
classified in Class 3(b).
The Troubled Company Reporter reported on Nov. 8, 2017, that Class
3 consists of all allowed general unsecured claims against the
Debtor. The Debtor believes that viable general unsecured claims
aggregate $594,825.84 primarily owed to general unsecured trade
vendors and to the IRS and the NYSDOTF for the unsecured portions
of their respective Claims. Class 3 is impaired under the Plan.
A copy of the Redlined Version of the Second Amended Disclosure
Statement is available at:
http://bankrupt.com/misc/nyeb1-17-40104-76-1.pdf
About Prime Six
Prime Six Inc. dba Woodland NYC, based in Brooklyn, N.Y., filed a
Chapter 11 petition (Bankr. E.D.N.Y. Case No. 17-40104) on Jan. 11,
2017. The Hon. Carla E. Craig presides over the case. Randall S.
D. Jacobs, Esq., serves as bankruptcy counsel.
In its petition, the Debtor declared $47,417 in total assets and
$1.45 million in total liabilities. The petition was signed by
Akiva Ofshtein, president.
A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/nyeb17-40104.pdf
PROMETHEUS & ATLAS: Will Pay Creditors From Property Sale Proceeds
------------------------------------------------------------------
Prometheus & Atlas Real Estate Development, LLC, files with the
U.S. Bankruptcy Court for the District of Nevada a First Amended
Disclosure Statement describing a Chapter 11 Plan of Liquidation.
Pursuant to the Plan, the Debtor seeks to sell the Property located
in the NW4 SW4 SEC 12 20 59, City of Las Vegas, County of Clark,
Nevada in conjunction with the Plan Confirmation process. The
Debtor's employed professional realtor will extensively advertise,
market and promote the Property.
The Debtor has been firm on developing and executing a strategy
primarily focused on resolving the removed State Court Action to
quiet title in favor of Debtor and completing the sale of the
Debtor's Property in order to pay the its creditors in full from
the Property Sale Proceeds.
Under the Plan, Class 2 consists of the allowed general unsecured
claims that are:
(a) unsecured non-priority claims listed in the Debtor's
Schedules that are not disputed, contingent, or unliquidated;
(b) unsecured nonpriority claims for which a Proof of Claim
has been filed, and for which no objection thereto is filed; and
(c) claims resulting from rejection of executory contracts and
unexpired leases.
These claims potentially include any judgment awarded in the
removed State Court Action, and any unsecured portion of the
Secured Claims of Eliot A. Alper Revocable Trust (under Class 1(a))
and/or of John Irving Trust of 2008 (under Class 1(b)).
Each holder of an allowed Class 2 claim will be paid its pro rata
share of any Property Sale Proceeds remaining after the
satisfaction of allowed secured claims in Classes 1(a) and 1(b) and
of allowed administrative claims.
Class 2 is impaired by the Plan, and as such, holders of Class 2
allowed general unsecured claims are entitled to vote to accept or
reject the Plan.
A full-text copy of the Debtor's First Amended Disclosure
Statement, dated November 2, 2017 is available for free at
https://is.gd/gZcYW4
A full-text copy of the Debtor's Original Disclosure Statement,
dated August 17, 2017, is available for free at
https://is.gd/UWrzpk
Attorneys for Debtor:
Nedda Ghandi, Esq.
Laura A. Deeter, Esq.
GHANDI DEETER BLACKHAM
725 S. 8th Street Suite A
Las Vegas, Nevada 89101
Telephone: (702) 878-1115
Fax: (702) 979-2485
Email: nedda@ghandilaw.com
laura@ghandilaw.com
About Prometheus & Atlas Real
Estate Development
Based in Las Vegas, Nevada, Prometheus & Atlas Real Estate
Development, LLC owns and manages a real estate development
company.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Nev. Case No. 17-12699) on May 19, 2017. James
Kalhorn, managing member, signed the petition. At the time of the
filing, the Debtor disclosed $2.6 million in assets and $1.75
million in liabilities.
Ghandi Deeter Blackham is the Debtor's bankruptcy counsel. The
Debtor hires David J. Merrill P.C. as special counsel.
The Debtor taps Mark Holten of Signa Realty Group as real estate
broker to sell the property located at NW4 SEC 12 20 59, City of
Las Vegas, County of Clark, Nevada.
PTJ INC: U.S. Trustee Unable to Appoint Committee
-------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of P.T.J. Inc., as of Nov. 16,
according to a court docket.
About P.T.J. Inc.
Based in Davie, Florida, P.T.J. Inc., dba Garden Grill Restaurant,
filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 17-20803) on
Aug. 25, 2017.
Judge Raymond B Ray presides over the case. Chad T Van Horn at Van
Horn Law Group PA represents the Debtor as counsel.
At the time of filing, the Debtor estimates $0 to $50,000 in assets
and $50,001 to $100,000 in liabilities.
QUANTUM CORP: Starboard Value Equity Stake Down to 2.7%
-------------------------------------------------------
In a Schedule 13D/A filed with the Securities and Exchange
Commission, these reporting persons disclosed beneficial ownership
of shares of common stock of Quantum Corporation as as of Nov. 15,
2017:
Shares Percentage
Beneficially of
Reporting Person Owned Class
---------------- ------------ ----------
Starboard Value LP 939,872 2.7%
Starboard Value and 534,661 1.5%
Opportunity Master Fund Ltd.
Starboard Value and Opportunity 119,844 Less Than 1%
Starboard Value and Opportunity C LP 97,846 Less Than 1%
Starboard Value R LP 97,846 Less Than 1%
Starboard Value R GP LLC 97,846 Less Than 1%
Starboard Value GP LLC 939,872 2.7%
Starboard Principal Co LP 939,872 2.7%
Starboard Principal Co GP LLC 939,872 2.7%
Jeffrey C. Smith 957,067 2.8%
Mark R. Mitchell 939,872 2.7%
Peter A. Feld 939,872 2.7%
The aggregate percentage of Shares reported owned by each Reporting
Person is based upon 34,673,884 Shares outstanding, which is the
total number of Shares outstanding as of Nov. 3, 2017 as reported
in the Issuer's Quarterly Report on Form 10-Q, filed with the SEC.
As previously reported in the Schedule 13D and amendments thereto,
the Reporting Persons purchased an aggregate of $35,550,000
principal amount of 4.50% percent convertible senior notes due
November 2017. The Notes were convertible at the Reporting
Persons' option at any time prior to the close of business on the
business day immediately preceding Nov. 15, 2017. The Reporting
Persons did not convert the Notes prior to the maturity date and
accordingly, as of Nov. 15, 2017, the Notes matured and the
Reporting Persons no longer beneficially own the Shares underlying
the Notes.
A full-text copy of the regulatory filing is available at:
https://is.gd/J9LcO2
About Quantum Corp.
Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a storage company specializing in
backup, recovery and archive. Quantum provides a comprehensive,
integrated range of disk, tape, and software solutions supported by
a world-class sales and service organization.
As of Sept. 30, 2017, Quantum Corp had $211.2 million in total
assets, $335.5 million in total liabilities and a total
stockholders' deficit of $124.3 million. Quantum Corp reported net
income of $3.64 million for the year ended March 31, 2017, a net
loss of $76.39 million for year ended March 31, 2016, and net
income of $17.08 million for the year ended March 31, 2015.
REAL INDUSTRY: Nov. 30 Meeting Set to Form Creditors' Panel
-----------------------------------------------------------
Andy Vara, Acting United States Trustee, for Region 2, will hold an
organizational meeting on Nov. 30, 2017, at 11:00 a.m. in the
bankruptcy case of Real Industry Inc.
The meeting will be held at:
The Doubletree Hotel
700 King Street
Wilmington, DE 19801
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 Real Industry
Real Industry, Inc. -- http://www.realindustryinc.com/-- is a
Delaware holding company that operates through its subsidiaries.
Its current business focus is supporting the performance of Real
Alloy, an aluminum recycling company and its single largest
operating business, and to make acquisitions of additional
operating companies. The company regularly considers acquisitions
of businesses that operate in undervalued industries, as well as
businesses that it believes are in transition or are otherwise
misunderstood by the marketplace. As a holding company, Real
Industry relies on the operations of its subsidiaries and external
financing sources for its liquidity needs. During the past year,
the holding company's liquidity and financial position declined to
levels where the Board of Directors of the Company concluded that
it was in the best interests of the Company to reorganize under a
Chapter 11 filing.
Real Industry, Inc. and eight affiliated debtors each filed a
voluntary petition for relief under Chapter 11 of the United States
Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-12464) on Nov. 17,
2017. The cases are pending before the Honorable Kevin J. Carey.
The Debtors tapped Saul Ewing Arnstein & Lehr LLP, as local
bankruptcy counsel; Morrison & Foerster LLP as general bankruptcy
counsel; Berkeley Research Group, LLC, as financial advisor;
Jefferies LLC, as investment banker; and Prime Clerk, as claims and
noticing agent.
REAL INDUSTRY: Obtains Interim Order for $20MM in Bankr. Financing
------------------------------------------------------------------
Real Industry, Inc., and its affiliates sought and obtained an
interim order from the U.S. Bankruptcy Court for the District of
Delaware (i) to obtain postpetition secured financing of up to
obtain $110 million (with $20 million available upon entry of the
interim order) from Bank of America, N.A., and certain lender
parties; and (ii) to use cash collateral.
A copy of the Real Alloy Debtors' request is available at:
http://bankrupt.com/misc/deb17-12464-15.pdf
The Interim DIP Financing Order:
(a) authorizes Real Alloy Holding, Inc., to issue, and Real
Alloy Intermediate Holding, Inc., and the other
guarantors under the DIP Notes Documents to
unconditionally guaranty, jointly and severally, the DIP
Notes Issuer's obligations in respect of senior secured
priming and superpriority postpetition notes, in an
aggregate principal amount not to exceed $85 million
comprised of (A) $65 million of New Money DIP Notes, the
proceeds of which will be used exclusively to fund the
operations of the Debtors, except as expressly set forth
in the interim court order, and (B) an amount of New
Money DIP Notes determined by the Required DIP
Noteholders in their sole discretion, up to $20 million
the proceeds of which will be used exclusively to fund
the operations of the Debtors' foreign subsidiaries
pursuant to the terms of (x) the interim court order, (y)
that certain [Notes Purchase Agreement], dated as of
November [__], 2017, by and among the DIP Notes Issuer,
the DIP Notes Guarantors, the financial institutions
party to the DIP Notes Purchase Agreement as purchasers
under, and as defined in, the DIP Notes Purchase
Agreement;
(b) authorizes the DIP Notes Issuer to issue and the DIP
Notes Guarantors to unconditionally guaranty, jointly and
severally, the DIP Notes Issuer's obligations in respect
of, subject to entry of the Final Order, the Roll Up DIP
Notes pursuant to (x) the final court order, (y) that
certain Supplemental Indenture supplementing and amending
the Prepetition Notes Indenture, and (z) any and all
other Notes Documents, to: (A) fund, among other things,
ongoing working capital, general corporate expenditures,
and other financing needs of the Debtors, (B) subject to
entry of a final court order, exchange the Prepetition
Notes held by the DIP Noteholders for Roll-up Notes, as
provided in the final court order and the Roll Up DIP
Facility Documents, (C) pay certain adequate protection
amounts to the Prepetition Notes Secured Parties, (D) pay
certain transaction fees and other costs and expenses of
administration of the Chapter 11 cases, and (E) pay fees
and expenses and interest owed to the DIP Notes Secured
Parties under the DIP Notes Documents and the interim
court order;
(c) approves the terms of, authorizing the Debtors to
execute and deliver, and perform under, the DIP Notes
Documents and authorizing and directing the Debtors to
perform other and further acts as may be required in
connection with the DIP Notes Documents and the interim
court order;
(d) grants (x) to the DIP Collateral Trustee, for the
benefit of itself and the other DIP Notes Secured
Parties, liens on all of the DIP Collateral pursuant to
Sections 364(c)(2), 364(c)(3) and 364(d) of the
Bankruptcy Code, which liens will be (A) as to the DIP
ABL Priority Collateral, junior solely to the Carve-Out,
any liens in favor of the DIP ABL Secured Parties, the
liens in favor of the Prepetition ABL Secured Parties,
and any liens that are (1) in existence on the Petition
Date, (2) either perfected as of the Petition Date or
perfected subsequent to the Petition Date solely to the
extent permitted by Section 546(b) of the Bankruptcy
Code, and (3) permitted under the Prepetition Notes
Documents and the Prepetition ABL Documents and senior in
priority to the Liens in favor of Prepetition Notes
Secured Parties and the Prepetition ABL Secured Parties
after giving effect to any intercreditor or subordination
agreement, (B) as to the DIP Notes Priority Collateral
and the Proceeds Account senior to the liens in favor of
the Prepetition Notes Secured Parties, the Prepetition
ABL Secured Parties, and the DIP ABL Secured Parties and
all other Liens and interests, but junior to the Carve-
Out and any Liens that are (1) in existence on the
Petition Date, (2) either perfected as of the Petition
Date or perfected subsequent to the Petition Date solely
to the extent permitted by Section 546(b) of the
Bankruptcy Code, and (3) permitted under the Prepetition
Notes Documents and the Prepetition ABL Documents and
senior in priority to the liens in favor of Prepetition
Notes Secured Parties and the Prepetition ABL Secured
Parties after giving effect to any intercreditor or
subordination agreement, and (c) as to the New DIP
Collateral, senior to the Liens in favor of the
Prepetition Notes Secured Parties and the Prepetition ABL
Secured Parties, pari passu with the Liens of the DIP
ABL Secured Parties, and junior to the Prepetition Prior
Liens, and (y) to the DIP Notes Secured Parties, pursuant
to Section 364(c)(1) of the Bankruptcy Code,
superpriority administrative claims having recourse to
all prepetition and postpetition property of the DIP
Debtors' estates, now owned or hereafter acquired and the
proceeds of each of the foregoing;
(e) authorizes the Debtors designated as borrowers under,
and as defined in, the DIP ABL Credit Agreement to
obtain, and the Debtors designated as guarantors under
the DIP ABL Documents to unconditionally guaranty,
jointly and severally, the Borrowers' obligations in
respect of, senior secured priming and superpriority
postpetition financing, consisting of a revolving credit
facility for up to $110 million, including a letter of
credit sub-facility for up to $25 million, pursuant to
the terms of (x) the interim court order, (y) that
certain debtor-in-possession credit agreement, dated as
of the date of entry of the interim court order, by and
among the Borrowers, the DIP ABL Guarantors, Bank of
America, N.A., as administrative agent and collateral
agent, and the other financial institutions party to the
DIP ABL Credit Agreement as lenders under, and as defined
in, the DIP ABL Credit Agreement, and (z) any and all
other loan documents, to: (A) fund, among other things,
ongoing working capital, general corporate expenditures
and other financing needs of the Debtors, (B) provide
letters of credit for the account of any of the Debtors,
(C) upon entry of the Interim Order, use proceeds of DIP
ABL Priority Collateral to repay Prepetition ABL
Obligations in accordance with the terms of the
Prepetition ABL Credit Agreement and to deem all letters
of credit issued under the Prepetition ABL Credit
Agreement to letters of credit issued under the DIP LC
Facility, (D) subject to entry of the final court order,
repay all remaining Prepetition ABL Obligations held by
each DIP ABL Lender, (E) pay certain adequate protection
amounts to the Prepetition ABL Secured Parties, (F) pay
certain transaction fees and other costs and expenses of
administration of the Chapter 11 cases, and (G) pay fees
and expenses and interest owed to the DIP ABL Secured
Parties under the DIP ABL Loan Documents and the interim
court order;
(f) grants (i) to the DIP ABL Agent, for the benefit of
itself and the other DIP ABL Secured Parties, Liens on
all of the DIP Collateral pursuant to Sections 364(c)(2),
364(c)(3) and 364(d) of the Bankruptcy Code, which liens
will be (A) as to the DIP Notes Priority Collateral,
junior solely to any Liens of the DIP Notes Secured
Parties, to the Carve-Out, to any valid, enforceable, and
non-avoidable liens in favor of the Prepetition Notes
Secured Parties, and to any Prepetition Prior Liens, (B)
as to the DIP ABL Priority Collateral, senior to all
other liens and interests other than any Prepetition
Prior Liens, (C) as to the New DIP Collateral, senior to
the Liens in favor of the Prepetition Notes Secured
Parties and the Prepetition ABL Secured Parties, but pari
passu with the liens of the DIP Notes Secured Parties,
and junior to the Prepetition Prior Liens; and (ii) to
the DIP ABL Secured Parties, pursuant to Section
364(c)(1) of the Bankruptcy Code, superpriority
administrative claims having recourse to all prepetition
and postpetition property of the DIP Debtors' estates,
now owned or hereafter acquired and the proceeds of each
of the foregoing, including, upon entry of the interim
court order, any DIP Debtors' rights under Section 549 of
the Bankruptcy Code and the proceeds thereof, and upon
entry of the final court order, proceeds of Avoidance
Actions;
(g) approves the terms of, and authorizing the Debtors to
execute and deliver, and perform under, the DIP ABL Loan
Documents and authorizing and directing the Debtors to
perform other and further acts as may be required in
connection with the DIP ABL Loan Documents and the
interim court order;
(h) authorizes the Debtors to use cash collateral, as the
term is defined in Section 363 of the Bankruptcy Code,
including cash collateral in which any or all of the
Prepetition Secured Parties, the DIP Notes Secured
Parties, and the DIP ABL Secured Parties have a lien or
other interest, in each case whether existing on the
Petition Date, arising pursuant to the interim court
order, or otherwise;
(i) vacates the automatic stay imposed by Section 362 of the
U.S. Bankruptcy Code solely to the extent necessary to
implement and effectuate the terms and provisions of the
DIP Documents and the interim court order;
(j) authorizes (i) the DIP Notes Issuer at any time prior to
the earlier of (A) 35 calendar days after the Petition
Date and (B) the entry of the final court order to issue
DIP Notes in an aggregate outstanding principal amount
that will not exceed $40 million under the Debtor DIP
Notes Facility and $10 million under the Discretionary
Foreign Subsidiary DIP Notes Facility authorizing the DIP
Notes Guarantors to unconditionally guaranty such
obligations jointly and severally, (ii) upon entry of the
final court order, the remainder of the DIP Notes
Facilities, (iii) the DIP ABL Borrowers at any time prior
to the earlier of (A) 35 calendar days after the Petition
Date and (B) the entry of the final court order to borrow
under the DIP ABL Facility in an aggregate outstanding
principal amount that will not exceed the sum of (x)
$20 million plus (y) the aggregate amount of all
prepetition letters of credit deemed letters of credit
under the DIP ABL Loan Documents, plus (c) the aggregate
amount of all Prepetition ABL Obligations repaid from the
proceeds of DIP ABL Priority Collateral during the
interim period, and authorizing the DIP ABL Guarantors to
unconditionally guaranty the obligations jointly and
severally, and (iv) upon entry of the final court order,
the remainder of the DIP ABL Facility;
(k) grants the Prepetition Secured Parties, as of the
Petition Date and in accordance with the relative
priorities, the Prepetition Adequate Protection, which
consists of, among other things, the Prepetition Adequate
Protection Liens, the Prepetition Adequate Protection
Superpriority Claims, and certain periodic payments;
(l) schedules a final hearing on the DIP Motion to be held
no later than Dec. 22, 2017, to consider entry of a final
order that grants all of the relief requested in the DIP
Motion on a final basis and which final court order will
be in form and substance acceptable to the required
holders and the DIP ABL Agent, each in their respective
sole discretion;
(m) waves, upon entry of the final court order, certain
rights of the Debtors to surcharge collateral pursuant to
Section 506(c) of the Bankruptcy Code and to assert the
equities of the case exception under Section 552(b) of
the Bankruptcy Code; and
(n) proves for the immediate effectiveness of the interim
court order and waives any applicable stay (including
under Bankruptcy Rule 6004) to permit immediate
effectiveness.
The Facility will have these interest rates:
a. DIP Notes Facility
New Money DIP Notes: 11.5%. From and after the occurrence
and during the continuance of an Event of Default,
additional interest will accrue at a rate of 2%. Interest
on the New Money DIP Loans will be paid monthly;
Roll-Up DIP Notes: same as Prepetition Notes; provided
that interest accruing on the Roll-Up Notes will be
payable upon the Termination Date; and
b. DIP ABL Facility
The borrower may elect that the loans bear interest at a
rate per annum equal to: (i) the Base Rate plus the
applicable margin, or (ii) One-Year LIBOR plus the
applicable margin.
Base Rate means, for any day, a per annum rate equal to
the greater of (a) the Prime Rate for the day; (b) the
Federal Funds Rate for the day, plus 0.50% per annum; or
(c) LIBOR for a 30 day interest period as of the day;
provided that in no event will the Base Rate be less than
zero.
Applicable Margin means (i) 2.25% in the case of Base Rate
Loans and (ii) 3.25% in the case of LIBOR Rate Loans.
The loans will mature on the earlier to occur of (a) the date that
is six months after the commencement of the Chapter 11 cases,
subject to extension with the consent of the DIP Debtors, the DIP
Trustees, and the Required DIP Noteholders, (b) the consummation of
the sale, and (c) an Event of Default.
The Real Alloy Debtors must be able to fulfill these milestones:
-- no later than 10 calendar days after the Petition Date,
the Debtors will file the sale and bid procedures motion;
-- no later than 14 calendar days after the Petition Date,
the Debtors will have selected and retained, subject to
court approval, a chief restructuring officer reasonably
acceptable to the Required DIP Noteholders and the DIP ABL
Agent;
-- no later than 35 calendar days after the Petition Date,
the Court will have entered the Bidding Procedures Order;
-- no later than 75 calendar days after the Petition Date,
the Debtors will select the Stalking Horse Bid and obtain
court approval of the Stalking Horse Bid and related bid
protections, which will be acceptable to the DIP
Collateral Trustee and the Required DIP Noteholders in
their respective sole discretion;
-- no later than 130 calendar days after the Petition Date,
the Debtors will conduct the auction;
-- no later than one calendar day after the auction
concludes, the Debtors will declare a successful bidder
and back-up bidder for the sale;
-- no later than five calendar days after the conclusion of
the auction, the Court will have approved the Sale and
entered the sale court order and the transactions
contemplated thereby, in each case, in form and substance
satisfactory to the Debtors, the DIP ABL Agent, the DIP
Collateral Trustee, the DIP Notes Trustee, and the
Required DIP Noteholders in their respective sole
discretion; provided, that the Debtors and the DIP
Noteholders will negotiate in good faith regarding the
terms of a wind-down of the Debtors after consummation of
the sale (it being understand that the foregoing proviso
does not obligation any of the parties to reach agreement
on the terms of a wind-down); and
-- the sale will close no later than 160 calendar days after
entry of the Petition Date, and the Prepetition ABL
Obligations and the DIP ABL Obligations will be
indefeasibly paid in full in cash at the closing of the
sale in accordance with the DIP ABL Loan Documents.
The North America ABL Priority Collateral that is cash collateral
will be used to: (A) fund, among other things, ongoing working
capital, general corporate expenditures and other financing needs
of the Debtors, (B) provide letters of credit for the account of
any of the Debtors, (C) upon entry of the interim court order, to
repay Prepetition ABL Obligations in accordance with the terms of
the Prepetition ABL Credit Agreement and to deem all letters of
credit issued under the Prepetition ABL Credit Agreement to letters
of credit issued under the DIP LC Facility, (D) subject to entry of
the final court order, repay all remaining Prepetition ABL
Obligations held by each DIP ABL Lender with proceeds of DIP ABL
Obligations incurred under the DIP ABL Loan Documents, (E) pay
certain adequate protection amounts to the Prepetition ABL Secured
Parties, (F) pay certain transaction fees and other costs and
expenses of administration of the Chapter 11 cases, and (G) pay
fees and expenses (including reasonable attorneys' fees and
expenses) and interest owed to the DIP ABL Secured Parties under
the DIP ABL Loan Documents and the interim court order. After
repayment of all Prepetition ABL Obligations, all proceeds of DIP
ABL Priority Collateral will be applied to the DIP ABL Obligations
in accordance with the DIP ABL Credit Agreement until paid in full
thereunder.
The Real Alloy Debtors must pay these fees:
a. DIP Notes Facility
Closing Fees: Each DIP Noteholder shall receive a closing
fee in the amount of 1.5% of its commitments with respect
to New Money DIP Obligations under the DIP Facility.
Backstop Fees: In exchange for the commitment by the
Backstop DIP Noteholders to fund and backstop the DIP
Facility as well as such other DIP Noteholders who execute
the DIP Notes Purchase Agreement prior to the initial
closing under the DIP Facility and fund their share of the
Interim Commitments, the DIP Noteholders will be entitled
to a backstop fee of 3.5% of the Total Aggregate
Commitment.
Each Closing Fee and each Backstop Fee shall be paid in
connection with each purchase of DIP Notes by netting such
Closing Fee or Backstop Fee from the amount funded by the
applicable DIP Noteholder; and
b. DIP ABL Facility
Unused Line Fee: Same as Prepetition ABL Documents.
Closing Fees: A fee in an amount equal to $1.1 million,
payable ratably for the benefit of the DIP Revolving
Lenders, earned and payable upon entry of the interim
court order.
Appraisal and Examination Fees: Same as Existing Revolving
Credit Agreement; provided that, the ongoing inventory and
collateral audit will in all events be reimbursed, and
field exams will be conducted from time to time at Agent's
election and at borrower's expense.
As a result of extensive arm's-length negotiations, the Real Alloy
Debtors' prepetition secured lenders have agreed and consented to
provide the Real Alloy Debtors with the DIP Facilities and to
permit the Real Alloy Debtors to use their cash collateral and
other prepetition collateral during the interim postpetition period
pursuant to the terms of the DIP Documents and the interim court
order, pending a final hearing. The proposed DIP Facilities
consist of a senior secured debtor-in-possession revolving credit
facility in the amount of $110 million provided by Bank of America,
the Real Alloy Debtors' prepetition ABL lender, and an agreement
for issuance and purchase of up to $255 million in senior secured
debtor-in-possession notes backstopped by the largest prepetition
holder of the Real Alloy Debtors' prepetition Senior Secured Notes
(including up to $85 million in new liquidity). The Real Alloy
Debtors' immediate access to the incremental liquidity provided by
the proposed DIP Facilities will preserve and maximize the value of
the Real Alloy business, and avoid immediate and irreparable harm
to the Real Alloy Debtors' estates and creditors. Moreover, these
financial accommodations have enabled the Real Alloy Debtors to
commence, and should allow the Real Alloy Debtors to continue to
administer in an orderly fashion, their Chapter 11 cases, while
exploring a potential sale of the Real Alloy business.
The Real Alloy Debtors have an immediate need for postpetition
financing in order to administer the Chapter 11 cases, continue to
operate the Real Alloy Debtors' business, preserve and maximize the
value of their assets for the benefit of their creditors and other
stakeholders, and consummate a sale of substantially all of their
assets. Virtually all of the Real Alloy Debtors' cash, and
substantially all of their domestic non-cash assets, are subject to
the liens and security interests of their prepetition secured
lenders. Accordingly, the Real Alloy Debtors are currently without
sufficient liquidity with which to pay ongoing expenses necessary
to operate their business and administer the Chapter 11 cases. The
Real Alloy Debtors' immediate access to the proposed DIP Facilities
will preserve and maximize the value of the Real Alloy business,
and avoid immediate and irreparable harm to the Real Alloy Debtors'
estates and creditors.
The Real Alloy Debtors were unable to obtain alternative
postpetition financing proposals from other lenders through credit
allowable as an administrative expense or secured by liens on the
Real Alloy Debtors' assets that are junior to the liens of the
Prepetition Secured Parties, or on otherwise better terms than
those provided by the proposed DIP lenders -- particularly in light
of the disruption and risks associated with attempting to obtain
approval of a financing that would prime the Prepetition Secured
Parties.
About Real Industry
Real Industry, Inc. -- http://www.realindustryinc.com/-- is a
Delaware holding company that operates through its subsidiaries.
Its current business focus is supporting the performance of Real
Alloy, an aluminum recycling company and its single largest
operating business, and to make acquisitions of additional
operating companies. The company regularly considers acquisitions
of businesses that operate in undervalued industries, as well as
businesses that it believes are in transition or are otherwise
misunderstood by the marketplace. As a holding company, Real
Industry relies on the operations of its subsidiaries and external
financing sources for its liquidity needs. During the past year,
the holding company's liquidity and financial position declined to
levels where the Board of Directors of the Company concluded that
it was in the best interests of the Company to reorganize under a
Chapter 11 filing.
Real Industry, Inc., and eight affiliated debtors each filed a
voluntary petition for relief under Chapter 11 of the United States
Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-12464) on Nov. 17,
2017. The cases are pending before the Honorable Kevin J. Carey.
The Debtors tapped Saul Ewing Arnstein & Lehr LLP, as local
bankruptcy counsel; Morrison & Foerster LLP as general bankruptcy
counsel; Berkeley Research Group, LLC, as financial advisor;
Jefferies LLC, as investment banker; and Prime Clerk, as claims and
noticing agent.
RED TAPE: Case Summary & Largest Unsecured Creditors
----------------------------------------------------
Debtor affiliates that filed separate Chapter 11 bankruptcy
petitions:
Debtor Case No.
------ --------
Red Tape Inc. 17-10443
dba Stilettos Gentlemens Club
1480 N Expressway 77/83
Brownsville, TX 78521
Red Tape II Inc. 17-10444
1480 N Expressway 77/83
Brownsville, TX 78521
Business Description: Red Tape Inc. is a small organization in the
civic, social, and fraternal associations
industry located in Brownsville, Texas.
Chapter 11 Petition Date: November 22, 2017
Court: United States Bankruptcy Court
Southern District of Texas (Brownsville)
Judge: Eduardo V Rodriguez
Debtors' Counsel: Ricardo Guerra, Esq.
GUERRA & SMEBERG, PLLC
2211 Rayford Rd.
Ste 111 #134
Spring, TX 77386
Tel: 281-760-4295
Email: bankruptcy@rickguerra.com
bankruptcy@guerradays.com
Estimated Estimated
Assets Liabilities
---------- -----------
Red Tape Inc $1M-$10M $1M-$10M
Red Tape II Inc $1M-$10M $1M-$10M
The petition was signed by Ramiro Armendariz, president.
A full-text copy of Red Tape Inc.'s petition containing, among
other items, a list of the Debtor's three largest unsecured
creditors is available for free at:
http://bankrupt.com/misc/txsb17-10443.pdf
A full-text copy of Red Tape II Inc.'s petition containing, among
other items, a list of the Debtor's four largest unsecured
creditors is available for free at:
http://bankrupt.com/misc/txsb17-10444.pdf
RELIABLE HUMAN: Says Patient Care Ombudsman is Not Necessary
------------------------------------------------------------
Reliable Human Services, Inc., asks the U.S. Bankruptcy Court for
the District of Minnesota to issue an order determining that the
appointment of a patient care ombudsman is not necessary for the
protection of the Debtor's clients.
The Debtor is a certified Medicare Home Health Agency licensed by
the Department of Human Services and the Department of Health. The
Debtor asserts that its office facility is utilized solely for
business administration and maintenance of financial and client
records. The Debtor does not perform any services for third-party
clients at its office facility. As such, the Debtor does not
believe that appointment of a patient care ombudsman is necessary
to protect the Debtor's clients.
The Debtor has operated a home health care agency since 2007. In
some cases health insurance companies contract with the Debtor to
provide services to the health insurance companies' insureds. The
Debtor also receives referrals from UCare, Medica and Medical
Assistance.
The Debtor currently has 120 Personal Care Attendant clients; 7
nursing clients; and 1 Respite client. Of the total number, the
reimbursement for 43 clients comes from the Department of Human
Services, the reimbursement for 53 clients are paid for by U-Care
and the reimbursement for 18 clients is paid for by Medica, 2
clients are paid for by Health Partners and 4 clients are paid for
by Blue Cross.
The Debtor claims that there is no indication of poor patient care
that contributed in any way to the Debtor's filing of Chapter 11.
Nor was the bankruptcy was caused by licensing issues or issues
with patient and/or client care. Instead, tax levies by the
Internal Revenue Service caused the Debtor to file a Chapter 11
proceeding.
In addition, the Debtor does not maintain any facilities to perform
services for clients. The Debtor is subject to Medicare inspections
in connection with the maintenance of its Medicare certification.
Under the present circumstances a patient care ombudsman is not
necessary to protect the Debtor’s clients.
In the Chapter 11 case that was filed by the Debtor on September 4,
2013, BKY No.: 13-44330, there was an Order entered stating that
the U.S. Trustee need not appoint a patient care ombudsman in that
case. The Debtor filed Chapter 11 again on November 15, 2016, BKY
No.: 16-43368. There was an Order entered stating that the U.S
Trustee need not appoint a patient care ombudsman in that case.
The Debtor claims that it has never had any disciplinary actions
taken against it as it has been regularly reviewed by licensing
authorities. The Debtor also claims that the bankruptcy will not
adversely impact patients or their rights. The Debtor does not
intend to reduce its level of patient care, and assures that Court
that it has sufficient safeguards to ensure the appropriate level
of care. Finally, the Debtor complains that an ombudsman would add
a substantial and an unnecessary expense to the reorganization
process.
The Court will hold a hearing on the Debtor's motion on November
29, 2017 at 10:00 a.m.
About Reliable Human Services
Reliable Human Services, Inc. was incorporated on October 24, 2006
in Minnesota. The Debtor provides home health care services for
clients who require assistance on a daily basis while living in
their home or with a family member. It provides care for clients
on Medical Assistance, UCare, Medica and BlueCross.
The Debtor, which is owned by its executive director Christian K.
Kolleh, employs 20 nurses and 90 personal care attendants. The
company's office is located at 5701 Shingle Creek Parkway, Suite
470, Brooklyn Center, Minnesota.
The Debtor filed a Chapter 11 petition (Bankr. D. Minn. Case No.
16-43368) on November 15, 2016. The petition was signed by
Christian K. Kolleh, president. The Debtor is represented by
Steven B. Nosek, Esq., Steven B. Nosek, P.A. At the time of
filing, the Debtor estimated assets at $0 to $50,000 and
liabilities at $500,000 to $1 million.
On March 30, 2017, the Debtor filed a disclosure statement, which
explains its proposed Chapter 11 plan of reorganization. The plan
proposes to pay unsecured creditors 5% of their claims.
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Reliable Human Services, Inc.
as of April 21, according to a court docket.
REX ENERGY: Fails to Comply with Nasdaq's Equity Listing Rule
-------------------------------------------------------------
Rex Energy Corporation received a letter from the Listing
Qualifications Department of The Nasdaq Stock Market LLC on Nov.
16, 2017, stating that the Company was not in compliance with the
continued listing requirements of The Nasdaq Capital Market because
(i) the Company's reported stockholders equity as of Sept. 30, 2017
was less than $2.5 million and (ii) the Company currently does not
meet the alternative criteria based on market value of listed
securities or net income from continuing operations. The notice
has no immediate effect on the listing or trading of the Company's
common stock, which will continue to trade on The Nasdaq Capital
Market under the symbol "REXX".
The Company has a period of 45 calendar days, or until Jan. 2,
2018, to submit a plan to regain compliance to Nasdaq. If the
Company's plan is accepted, Nasdaq can grant an extension of up to
180 calendar days from Nov. 16, 2017 to evidence compliance. The
Company is currently evaluating available options to regain
compliance with the listing requirements and intends to provide
Nasdaq with a plan before Jan. 2, 2018. There can be no assurance
that Nasdaq will accept the Company's plan or that the Company will
be able to regain compliance with the minimum stockholders' equity
requirement or maintain compliance therewith or with any other
Nasdaq requirement in the future. If the Company's plan is not
accepted by Nasdaq, or if the Company does not regain compliance in
the timeframe required by Nasdaq, the Company's securities would be
subject to delisting from The Nasdaq Capital Market unless the
Company requests a hearing before a Nasdaq hearings panel.
About Rex Energy Corporation
Headquartered in State College, Pennsylvania, Rex Energy is an
independent oil and gas exploration and production company with its
core operations in the Appalachian Basin. The Company's strategy
is to pursue its higher potential exploration drilling prospects
while acquiring oil and natural gas properties complementary to its
portfolio.
Rex Energy reported a net loss of $176.7 million for the year ended
Dec. 31, 2016, a net loss of $361.0 million for the year ended Dec.
31, 2015, and a net loss of $42.65 million for the year ended Dec.
31, 2014. As of Sept. 30, 2017, Rex Energy had $896.84 million in
total assets, $939.87 million in total liabilities and a total
stockholders' deficit of $43.03 million.
* * *
As reported by the TCR on April 6, 2016, Standard & Poor's Ratings
Services said that it lowered its corporate credit rating on Rex
Energy Corp. to 'SD' from 'CC'. "The downgrade follows Rex's
announcement that it has closed an exchange offer to existing
holders of its 8.875% and 6.25% senior unsecured notes for a new
issue of 8% senior secured second-lien notes due 2020 (not rated)
and shares of common equity," said Standard & Poor's credit analyst
Aaron McLean.
REX Energy Corporation carries a Ca Corporate Family Rating from
Moody's Investors Service. "The downgrade reflects the poor
overall recovery prospects as indicated by REXX's PV-10 value. The
negative outlook is driven by the weak commodity price environment,
specifically in natural gas pricing, which could further erode
REXX's recovery value," commented Sreedhar Kona, Moody's senior
analyst, as reported by the TCR on April 5, 2016.
SABLE NATURAL: New Plan Discloses Agreement with GR Morris
----------------------------------------------------------
Sable Natural Resources Corporation filed with the U.S. Bankruptcy
Court for the Northern District of Texas a first amended disclosure
statement, dated Nov. 10, 2017, describing its proposed
reorganization plan.
The latest plan provides that the Debtor contemplated liquidation
but has instead reached an agreement with GR Morris companies that
will allow it to process oilfield production water into potable
water for sale in the West Texas Basin initially, and eventually
expand into other parts of the region.
The plan will now be funded from the Debtor's new business
operations in the treatment and sale of water in the oil fields of
West Texas instead of the liquidation of the Debtor's assets as
provided in the previous plan.
A copy of the First Amended Disclosure Statement is available at:
http://bankrupt.com/misc/txnb16-34422-11-64.pdf
About Sable Natural Resources
Sable Natural Resources Corp. acquires, develops and produces oil
and natural gas reserves from wells in carbonate reservoir.
Sable Natural Resources filed for Chapter 11 protection (Bankr.
N.D. Tex. Case No. 16-34422) on Nov. 11, 2016. The Company is
represented by Joyce Lindauer of Joyce W. Lindauer Attorney, PLLC.
The Debtor disclosed $20.24 million in assets and $3.19 million in
liabilities.
Subsidiary Sable Operating previously filed a Chapter 11 petition
on Aug. 28, 2015, and emerged from that bankruptcy on Nov. 1, 2016.
SCIO DIAMOND: Delays Sept. 30 Quarterly Report
----------------------------------------------
Scio Diamond Technology Corporation said via Form 12b-25 filed with
the Securities and Exchange Commission that its Form 10-Q for the
fiscal quarter ended Sept. 30, 2017 will not be submitted by the
deadline without unreasonable effort or expense. The Company had
unanticipated delays in the preparation of the 10-Q.
About Scio Diamond
Scio Diamond Technology Corporation was incorporated under the laws
of the State of Nevada as Krossbow Holding Corp. on Sept. 17, 2009.
The Company's focus is on man-made diamond technology development
and commercialization.
Scio Diamond reported a net loss of $3.62 million on $616,800 of
revenue for the year ended March 31, 2016, compared to a net loss
of $4.14 million on $726,200 of revenue for the year ended March
31, 2015. As of Dec. 31, 2016, Scio Diamond had $8.57 million in
total assets, $3.72 million in total liabilities and $4.84 million
in total shareholders' equity.
Cherry Bekaert LLP, in Greenville, South Carolina, issued a "going
concern" qualification on the consolidated financial statements for
the year ended March 31, 2016, citing that the Company has
generated limited revenue, incurred net losses and incurred
negative operating cash flows since inception and will require
additional financing to fund the continued development of products.
The availability of such financing cannot be assured. These
conditions raise substantial doubt about its ability to continue as
a going concern.
SCOTTDALE DETOX: U.S. Trustee Unable to Appoint Committee
---------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Scottsdale Detox Center Of
Arizona LLC, as of Nov. 16, according to a court docket.
About Scottsdale Detox Center Of Arizona
Scottsdale Detox Center Of Arizona LLC sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No.
17-11494) on September 28, 2017. Judge Eddward P. Ballinger, Jr.,
presides over the case.
Michael W. Carmel, Esq., at Michael W. Carmel, Ltd., serves as the
Debtor's bankruptcy counsel.
SCPD GRAMERCY: Sale of Project Assets to MW Capital for $110K OK'd
------------------------------------------------------------------
Judge Sean H. Lane of the U.S. Bankruptcy Court for the Southern
District of New York authorized the private sale by SCPD Gramercy 1
Holding, LLC and SCPD Gramercy 1, LLC of project assets consisting
of all construction plans, drawings, approvals, permits, reports
and other materials concerning the real property located at 327
East 22nd Street, New York, New York, Block 928, Lot 15, in the
Gramercy neighborhood of Manhattan, formerly owned by the Debtors,
to MW Capital, LLC for $110,000.
The sale is free and clear of any and all liens, claims, interests
and encumbrances of whatever kind or nature, with such Claims, if
any, to attach to the proceeds of sale to the same extent,
priority, and validity and in the same amount as they existed as of
the date of closing.
If any person or entity that has filed financing statements,
mortgages, judgments, mechanic's liens, or other documents or
agreements evidencing any encumbrances in or against the Project
Assets will not have delivered to the Debtors prior to the closing
of the transfer of title to the Project Assets to the Purchaser, in
proper form for filing and executed by the appropriate parties,
termination statements, instruments of satisfaction, or releases of
all encumbrances that the person or entity has with respect to the
Project Assets, the Debtors are authorized to execute and file such
statements, instruments, releases and other documents on behalf of
the person or entity with respect to the Project Assets prior to
the closing, and the Purchaser is authorized to file such documents
after the closing.
The Debtors are authorized and directed to pay from the sale
proceeds (i) the appropriate sum required, if any, together with
interest, if any, to the United States Trustee, and they will
simultaneously file and provide to the United States Trustee an
affidavit indicating any cash disbursements made during the course
of their respective chapter 11 cases which disbursements are not
already reflected in the monthly operating reports they filed; and
(ii) the balance of the proceeds of sale remaining after full
payment of the amounts, if any, owed by the Debtors to the United
States Trustee, to Pick & Zabicki LLP in full and final
satisfaction of the Administrative Professional Fees.
The Order will be immediately effective and enforceable upon its
entry and the requirements of Bankruptcy Rule 6004(h) are waived.
Within five days after the closing of the transfer of title to the
Project Assets to the Purchaser and the disbursement of the
proceeds of sale to the United States Trustee and Pick & Zabicki
consistent with the Order, the Debtors' counsel will file a
certification confirming same upon which the Debtors' chapter 11
cases will be dismissed without further Order of the Court.
About SCPD Gramercy
SCPD Gramercy 1, LLC and SCPD Gramercy 1 Holding, LLC are New York
limited liability companies formed in 2013 for the purpose of
acquiring, owning, and developing certain real property located at
327 East 22nd Street, New York, New York, Block 928, Lot 5, in the
Gramercy neighborhood of Manhattan. SCPD Gramercy holds title to
the Property and is the operating entity. SCPD Holding's sole
purpose is to hold all of the membership interests in SCPD
Gramercy.
The Debtors sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S. D. N.Y. Case Nos. 16-11886 and 16-11885) on June
30, 2016. The petitions were signed by Arnold Cariaso, authorized
sign or on behalf of the manager SC Property Development, LLC.
The cases are assigned to Judge Sean H. Lane.
At the time of the filing, the Debtors estimated their assets and
debt at $0 to $50,000.
The Debtors are represented by Douglas J. Pick, Esq., at Pick &
Zabicki LLP.
On March 20, 2017, the Court confirmed the Debtors' First Amended
Joint Chapter 11 Plan of Reorganization.
SELECT INCOME: Moody's Lowers Senior Sub. Shelf Rating to (P)Ba1
----------------------------------------------------------------
Moody's Investors Service downgraded Select Income REIT's (SIR)
ratings, including its issuer and senior unsecured ratings to Baa3
from Baa2 and revised the rating outlook to stable from negative.
The downgrade follows the REIT's announcement that it plans to
spin-off and then IPO its industrial asset portfolio into a
standalone REIT, Industrial Logistics Properties Trust ('ILPT').
The following Select Income REIT's ratings were downgraded:
- issuer rating to Baa3 from Baa2,
- senior unsecured rating to Baa3 from Baa2,
- senior unsecured shelf to (P)Baa3 from (P)Baa2,
- senior subordinated shelf to (P)Ba1 from (P)Baa3,
- junior subordinated shelf to (P)Ba1 from (P)Baa3 and
- preferred shelf to (P)Ba1 from (P)Baa3.
The downgrade reflects Moody's view that SIR's planned spin-off
will result in a smaller and less diversified by property type
company with a weaker credit profile and a more complex structure
than the current combined business. While still participating in
the growth of the industrial assets through its stake in ILPT, SIR
gives up full ownership of some of its most productive and valuable
assets within its current portfolio and the benefits of property
type diversification going forward. The increased focus on the
highly competitive single-tenant net lease office space also limits
SIR's future growth potential. Moody's expects that the proceeds
from the spin-off will allow SIR to address its upcoming debt
maturities and pare down debt, resulting in net debt/EBITDA
declining to approximately 6x on a pro-forma basis from 7.2x at the
end of Q3 2017. However, SIR's anticipated deleveraging does not
fully offset the negative impact from the diminished property type
diversification, smaller scale, and lower growth potential in the
pro-forma REIT. Moody's also notes that SIR's plan has certain
execution risk, including ILPT's ability to successfully complete
the IPO and access debt financing needed to pay its demand note to
SIR.
Select Income plans to contribute 266 industrial properties to a
new wholly owned subsidiary, Industrial Logistics Properties Trust
and has filed a registration statement with the SEC for an initial
public offering. SIR will receive $750 million demand note in
addition to 45 million common shares of ILPT in exchange. Following
the IPO, SIR will own a majority of ILPT's common stock. Moody's
expects that SIR will use the proceeds from the $750 million demand
note to repay debt, including reducing the outstanding balance
under its credit facility. SIR will narrow its business strategy to
focus on its mainland US net lease office portfolio.
RATINGS RATIONALE
The Baa3 issuer rating reflects SIR's stable cash flows from
long-term triple net leases, good geographic diversification across
the US, strong credit quality of its tenants and a large
unencumbered asset pool. The REIT's net leverage will improve to
approximately 6x as a result of the planned spin-off, but will
still be at the higher end of expectations for an investment grade
REIT, particularly given its narrower business focus. The rating is
also tempered by SIR's external management structure which creates
potential conflicts of interest between management and SIR
investors, as well as the limited growth opportunities in the
highly competitive single-tenant net lease space. In addition,
Moody's has concerns regarding the ownership structure and ultimate
strategic direction of SIR.
The stable outlook reflects Moody's expectation that SIR will
successfully execute the planned spin-off of its industrial
portfolio and use the proceeds to repay debt. It also assumes that
SIR will maintain steady earnings growth and strong occupancy
levels within its office portfolio post spin-off.
Upward rating movement is unlikely in the next 12-18 months. The
ratings would be upgraded over time if SIR is able to sustain net
debt/EBITDA closer to 5.5x and effective leverage (defined as debt
+ preferred/gross assets) under 40%. Maintaining ample liquidity
and solid occupancy levels would also be required for an upgrade.
SIR's ratings will be downgraded if the REIT's net debt/EBITDA
rises above 6.5x and effective leverage rises above 45%. Strained
liquidity and deterioration in other credit metrics, including
fixed charge coverage falling below 3x would also result in a
downgrade.
The principal methodology used in these ratings was Global Rating
Methodology for REITs and Other Commercial Property Firms published
in July 2010.
Select Income REIT ("SIR") is a REIT focused on the ownership and
management of single tenant, triple-net leased office and
industrial real estate assets. As of September 30, 2017, SIR owned
366 buildings with approximately 45.5 million rentable square feet
located in 36 states across the US, incuding 229 buildings, land
parcels and easements with approximately 17.8 million rentable
square feet, which are primarily industrial and commercial lands in
Hawaii. SIR is managed by the operating subsidiary of The RMR Group
Inc. (NASDAQ: RMR), an asset management company headquartered in
Newton, MA.
SHABSI BRODY: Sale of Lakewood Property to MEOR 77 for $165K Okayed
-------------------------------------------------------------------
Judge Kathryn C. Ferguson of the U.S. Bankruptcy Court for the
District of New Jersey authorized Shabsi Brody and Luba Brody to
sell the real property located at 23 Aspen Court, Lakewood, Ocean
County, New Jersey, to MEOR 77, LLC for $165,000, free and clear of
liens.
The proceeds of sale must be used to satisfy the liens for real
estate taxes and other municipal liens.
The proceeds of sale must be sufficient to pay-off U.S. Bank
National Association in full at closing out of the Property,
pursuant to a valid payoff, requested by the Debtor and provided by
the Secured Creditor prior to the closing date, unless short-sale
approval is obtained from U.S. Bank National Association. The
Debtors will apply for short-sale approval within 10 business days
of the date of the Order.
Partners Realty Group will be paid at closing 3% of the sale price
for listing and marketing the property, and another 3% of the sale
price for producing the Buyer. Other closing fees payable by the
Debtor may be satisfied from the proceeds of sale and adjustments
to the price as provided for in the contract of sale may be made at
closing.
The amount of $0 claimed as exempt may be paid to the Debtor,
provided that all liens are first satisfied or avoided by an order
of the Court. The Order may be recorded with the County Clerk to
evidence that the Property was authorized to be sold.
A copy of the Schedule A attached to the Order is available for
free at:
http://bankrupt.com/misc/Shabsi_Brody_116_Order.pdf
Shabsi Brody and Luba Brody sought Chapter 11 protection (Bankr.
D.N.J. Case No. 16-24242) on July 26, 2016. The Debtors tapped
Timothy P. Neumann, Esq., at Broege, Neumann, Fischer & Shaver, as
counsel.
SIXTY ONE SIXTY: Kingfisher Buying Miami Property for $5.4M
-----------------------------------------------------------
Sixty One Sixty, LLC asks the U.S. Bankruptcy Court for the
Southern District of Florida to authorize the bulk sale of real
property located at 6060 Indian Cheek Drive, Miami, Florida to
Kingfisher Island, Inc. ("KFI") for $5,370,000.
On Nov. 2, 2017, the Court entered the Order Granting Motion to
Approve Bid Process, Setting Deadline for Debtor to File Sale
Motion and Setting Hearing in In re: Sixty Sixty Condominium
Association, Inc., Case Number 16-26187-RAM ("Related Proceeding").
The Debtor's plan contemplates a bankruptcy reorganization that
pays all claims 100% of what claimants are actually owed, but not
more. To do this, it contemplates a bulk sale in coordination with
that proposed bulk sale in the Related Proceeding. The Sale Motion
seeks to advance the bulk sale and orderly payment of creditors'
allowed claims.
On April 27, 2017, the Association Debtor commenced an adversary
proceeding in the Related Proceeding by filing its Complaint to
Determine Validity, Priority and Extent of Liens, Setoff, Objection
to Claim & Request for Declaratory Judgment against the Schecher
Group, Inc. Among other claims, the Complaint seeks a
determination of the validity, extent, and priority of Schecher's
liens, claims and encumbrances in the Association Debtor's
property. One of the goals of the Related Adversary Proceeding is
to determine a "Base Line" number of all amounts that Schecher is
allowed to charge to unit owners, including the Debtor.
The Association Debtor and Schecher filed their Preliminary
Pretrial Stipulation on Aug. 28, 2017 which identifies, among other
things, several disputed legal issues regarding the propriety of
Schecher's charges to unit owners, including the Debtor, that must
be resolved to determine the "Base Line" number.
On Nov. 1, 2017, the Court held a hearing on, among other things,
the process of the bulk sale, setting a Nov. 28, 2017 hearing to
approve the sale contract. On Nov. 2, 2017, the Association Debtor
selected an offer from KFI as the highest and best offer for the
sale of its property. Among other conditions, the PSA makes KFI's
purchase contingent on a minimum number of residential unit owners
selling their unit to KFI based on the proposed terms. As of the
date of filing the Motion, KFI has obtained executed PSAs that meet
the minimum unit requirement.
The key terms of the KFI Offer are:
a. Purchase Price: The Purchase Price for the Condominium
Property will be as follows:
i. $1,090,000 for the Association's units ((A) CU-1,
$250,000; (B) CU-2, $250,000; (C) CU-3, $250,000; (D) CU-4,
$250,000; and (E) Association unit 505, $90,000.
ii. $90,000 for each residential unit which executes the
KFI Offer and closes on the sale. At least 50 residential units
("Minimum Participation Requirement") must execute the KFI Offer
within 25 days of the Commencement Date and close, otherwise KFI
may terminate the KFI Offer.
iii. $4,100,000 or less paid to Schecher at Closing, in
full and final satisfaction of its claims asserted against all
units subject to the sale under this KFI Offer, including any and
all claims asserted in case.
iv. $90,000 paid toward non-debtor Sellers' legal fees
and costs, at Closing.
b. Deposit: KFI will deposit a $30,000, which amount will be
non-refundable in favor of the Association, towards the purchase of
the Association's Units within three business days of the Court
approving the KFI Offer; the Deposit to be held by the law firm of
Messana, P.A. On the 30th day following the Commencement Date, KFI
will deposit (i) an additional $200,000 with Coastal Title of Ft.
Lauderdale, Florida unless otherwise agreed, in writing, by KFI and
Seller with proof given to the Seller's attorneys and the title
company; and (ii) an additional $70,000 which will be
non-refundable and allocated to the Association's Units to be held
by the law firm of Messana, P.A. The Deposits will be applied to
the Purchase Price in the event of a Closing. Where a Closing does
not occur, the Refundable Deposit will be returned to KFI. All
interest accrued or earned on the Refundable Deposit will be paid
to KFI except in the event of a default by the Buyer, in which
event all of the interest will be disbursed to Sellers, together
with the Deposits, as liquidated damages in accordance with the
default provisions.
c. Due Diligence Exception: KFI may not terminate the
Agreement solely because, as of the expiration of the Initial Due
Diligence Period, or any extension thereof, it has not entered into
an agreement with the Schecher Group, Inc. regarding the sale,
cooperation or otherwise, relative to the Hotel Unit.
The Debtor proposes to sell the subject condominium units free and
clear of all liens, claims, and encumbrances, with all such liens,
claims, and encumbrances attaching to certain sale proceeds. It
asks to sell the subject units free and clear of any claims of
Schecher. Schecher's claim is both subject to a bonafide dispute
and will be getting satisfied in full through the case.
Under the PSA, the Association Debtor and residential unit owners
are responsible for paying their pro-rata portion of the Florida
Building and Supply, Inc. allowed claim before closing or at
closing through escrow. The PSA employs language with respect to
Schecher's right of first refusal that the Bankruptcy Court
previously approved.
As of the date of filing the Motion, the required minimum number of
residential unit owners agreeing to sell their unit pursuant to the
terms of the PSA has been met with an approximate 67 units,
including but not limited to all units of Debtor presently agreeing
to the PSA.
The Debtor's Operating Agreement permits each Member the unilateral
right to sell that it's contributed unit and instructs the Debtor,
through the Manager, to facilitate such a sale. Therefore, while
each Member contributed their unit to the Debtor, each Member has
the authority to enter into the PSA for the sale of the contributed
unit and instruct the Debtor, through the Manager, to facilitate
that sale.
The Debtor respectfully asks that the Court approves the PSA and
permit it to take any and all steps necessary to effectuate a sale
in coordination with the bulk sale in the Related Proceeding.
Copies of the PSA and the Operating Agreement attached to the
Motion are available for free at:
http://bankrupt.com/misc/Sixty_One_Sixty_23_Sales.pdf
The Purchaser:
KING FISHER ISLAND, INC.
2150 Palomar Airport Rd., Ste 205
Carlsbad, CA 92011
Attn: Todd Mikles
The Purchaser is represented by:
Inger M. Garcia, Esq.
4839 Volunteer Rd., Ste 514
Davie, FL 33330
E-mail: attorney@ingergarcia.com
- and -
Brett Lieberman, Esq.
401 East Las Olas Blvd., Ste 1400
Fort Lauderdale, FL 33301
E-mail: blieberman@messana-law.com
- and -
Adam T. Kent, Esq.
895 Dove St., Ste 300
Newport Neach, CA 92663
E-mail: adam@propartnersgroup.com
About Sixty One Sixty, LLC
Sixty One Sixty, LLC's principal assets are located at 6060 Indian
Creek Miami Beach, FL 33140.
Sixty One Sixty, LLC sought Chapter 11 protection (Bankr. S.D. Fla.
Case No. 17-23573) Nov. on 9, 2017. The case is assigned to Laurel
M. Isicoff. The Debtor estimated assets and liabilities in the
range of $1 million to $10 million. The petition was signed by Todd
Mickles, managing member of Zulu Bravo, LLC, manager of the
Debtor.
The Debtor tapped Michael S Hoffman, Esq. at Hoffman, Larin &
Agnetti, P.A. as counsel.
The Debtor can be reached at:
SIXTY ONE SIXTY, LLC
909 North Miami Beach Blvd.
Suite 201
North Miami Beach, FL 33162
SK HOLDCO: S&P Alters Outlook to Negative on Weak Credit Metrics
----------------------------------------------------------------
S&P Global Ratings revised its rating outlook to negative from
stable and affirmed its 'B-' corporate credit rating on SK HoldCo
LLC.
S&P said, "At the same time, we affirmed our 'B' issue-level rating
on the company's senior secured debt. The '2' recovery rating is
unchanged, indicating our expectation for substantial (70%-90%;
rounded estimate: 70%) recovery in the event of a payment default.
"Additionally, we affirmed our 'CCC' issue-level rating on SK
HoldCo's senior unsecured notes. The '6' recovery rating is
unchanged, indicating our expectation for negligible recovery
(0%-10%; rounded estimate: 0%) in the event of a payment default."
The outlook revision to negative from stable reflects a 1-in-3
probability that SK's credit metrics will continue to be weaker
than our expectations over the next 12 months. SK's margins fell
slightly in the first half of 2017 because the company made
increased investments in its human resources and technician
training programs, and enhanced its repair centers. However, in the
third quarter of 2017, these margins declined further as the
investments increased and same-store sales fell. S&P said, "While
we view this heightened investment as temporary and necessary for
the company to improve its newly acquired shops and maintain
service quality, we are now more concerned about the sustainability
of SK's business model of growth through aggressive acquisition."
S&P said, "The negative outlook reflects our view that there is an
increased risk that margins continue to stay below expectations,
which could cause cash flow to continue to be negative for multiple
quarters such that it adversely affects its liquidity.
"We could lower our ratings on SK HoldCo in the next 12 months if
the company's margins remain weak or deteriorate further, causing
leverage to worsen. This could occur because of the continued high
business investment and integration costs or issues with its
insurer relationships. We could also consider downgrading the
company if it cannot consistently generate positive free cash flow
for multiple quarters such that it adversely affects its liquidity,
or if we feel that the company cannot continue to employ an
aggressive acquisition strategy without causing its margins to
decline (indicating an unsustainable capital structure).
"We could revise the outlook to stable if margins improve back
toward historically higher levels (12%-13%) and the company
sustainably generates free cash flow. This could occur if the
company reduces costs while successfully integrating its acquired
shops."
SPIECH FARMS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Spiech Farms, LLC
PO Box 428
Lawton, MI 49065
Business Description: Spiech Farms, LLC grows, harvests, packs,
and markets grapes, asparagus, and
blueberries with operations spread across
the rolling hills of southwest lower
Michigan, Florida, and Georgia. The
company's farms are Global Food Safety
Initiative (GFSI) certified. Visit
https://www.spiechfarms.com for more
information.
Chapter 11 Petition Date: November 22, 2017
Case No.: 17-05398
Court: United States Bankruptcy Court
Western District of Michigan (Grand Rapids)
Judge: Hon. John T. Gregg
Debtor's Counsel: Cody H. Knight, Esq.
RAYMAN & KNIGHT
141 East Michigan Ave, Ste 301
Kalamazoo, MI 49007
Tel: (269) 345-5156
Email: courtmail@raymanknight.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Timothy M. Spiech, member.
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/miwb17-05398.pdf
STANLEY L. DISTEFANO: Bond Issuer Seeks Appointment of Trustee
--------------------------------------------------------------
Endurance American Insurance Company asks the U.S. Bankruptcy Court
for the Northern District of New York to enter an order directing
the appointment of a chapter 11 trustee or, in the alternative,
reducing and ending the exclusive period for Stanley Lawrence
DiStefano to file a chapter 11 plan, or converting the case to a
chapter 7 proceeding.
As per Debtor's Schedule, the Debtor owns a single family residence
in New York located at 10 Sage Estate, Albany, New York, valued at
$1,750,000. The New York Property is currently listed for sale for
the list price of $1,400,000. Endurance claims that there is not
clear indication that the New York Property has been aggressively
marketed.
In addition, the Debtor's schedules list a condominium/coop located
at 68-1050 Mauna Lani Pt. Drive, Kamuela, Hawaii which Debtor owns
as a tenancy by the entirety with his spouse Christi. The Debtor
lists the Hawaii Property on Schedule A as having a value of
$1,614,800, to which Debtor asserts an interest in half or
$807,400.
The Debtor's Schedule B provides that the Debtor is a 25% owner of
Green Island Construction Group LLC ("GICG"), and a 50% owner of
Green Island Contracting LLC ("GIC").
Endurance requests that a chapter 11 trustee be appointed to put
forth a liquidating plan and liquidate the Debtor's non-exempt
assets for the benefit of creditors. Endurance believes that the
sale of both Properties would yield equity to the estate regardless
of whether Endurance's claim is determined to be secured (although
the amount of such equity would change).
Endurance contends that the Debtor's bankruptcy case is related to
two other pending bankruptcies cases filed by the Debtor's
siblings: Laurie A. Todd, Chapter 11 Case No. 15-11083-REL and
Nancy Jean Burbridge Chapter 13 Case No. 15-10839-rel.
Endurance issued payment and performance bonds in connection with
various construction contracts undertaken by the Green Island
Businesses in the State of New York. The Debtor, Debtor’s spouse
Christi DiStefano and Related Debtors are jointly and severally
liable on certain business debts to Endurance related to the Green
Island Businesses. . Endurance received claims against the Bonds
and is owed a minimum of $1,769,317.
Prior to the Petition Date, Endurance commenced litigation in the
Supreme Court of the State of New York, for the County of New York,
against the Indemnitors, including the Debtor and Christi. The
State Court Litigation resulted in multiple Orders which Endurance
asserts granted liens in favor of Endurance against all the
Indemnitors’ property (including the Properties) in the amount of
$859,474.09, and restrained the Indemnitors from disposing of their
assets. Further, Endurance is a creditor of the Debtor on account
of the Debtor's obligation to Endurance under the Indemnity
Agreement.
To the extent that the collateral securing Endurance's secured
claim in the amount of $859,474, which Endurance asserts by virtue
of certain orders entered in the State Court Litigation, is
insufficient to satisfy Endurance's secured claim, Endurance
asserts an unsecured claim for the difference. To the extent that
Endurance is not deemed to be a secured creditor, Endurance asserts
an unsecured claim against the Debtor in an amount not less than
$1,769,317.
Moreover, Endurance relates that following the Petition Date, the
Debtor and the Related Debtors were directed by the Court to
participate in a settlement conference on September 19, 2016. As
the result of the Settlement Conference, the terms of a settlement
between Endurance, Debtor, and the Related Debtors were placed on
the record by Judge Cangilos-Ruiz. The settlement was thereafter
conditionally approved by Order entered September 23. Despite the
Parties' apparent agreement on the terms of the settlement, Debtor
and the Related Debtors ultimately declined and refused to execute
a written settlement agreement.
On October 6, 2017 Debtor filed a Chapter 11 Plan and a disclosure
statement. Based on Debtor's proposed plan, the Debtor proposes
that he will liquidate certain assets, if necessary, and make
payments to creditors. Endurance asserts that the Plan wrongly
provides that the Debtor will only attempt to access his equity in
the Hawaii Property after lengthy litigation and all appeals
related thereto have been exhausted.
Endurance argues that the Debtor is well aware that this process
may take years and that the value of the Hawaii Property --
considering that a current tax lien is attached against it, as per
Debtor's schedules -- may decrease in that time thus depleting this
asset from the estate.
Endurance complains that the Debtor has filed a chapter 11 plan
which makes it patently clear that his only goal is to use the
chapter 11 process to create delay and keep his creditors on hold.
The Debtor clearly wants Endurance to wait until the conclusion of
litigation not involving the Debtor before the Debtor is
responsible for paying Endurance. However, the Debtor also appears
to have general unsecured creditors wait for the conclusion of the
litigation as well in order to receive the distribution they would
receive now if his assets were liquidated. As such, Endurance
contends that the Debtor's plan shifts unacceptable risk to
creditors.
In addition, Endurance asserts that the Debtor is attempting to
recharacterize his immediate and indisputable obligations to
Endurance as something he will address later if he needs to. Thus,
the proposed plan is unconfirmable on its face and Endurance
asserts a trustee should be appointed who can liquidate Debtor's
assets. In addition the Plan states that Debtor will object to
Endurance's claim when it is filed and he will object to multiple
other claims filed and yet to be filed.
The case is In re: Stanley Lawrence DiStefano, (Bankr. E.D.N.Y.
Case No. 16-10694). The case was commenced by way of an involuntary
chapter 7 petition filed against Debtor on April 20, 2016 by
Petitioning Creditor Janice M. DiStefano. On June 12, 2017, the
Debtor moved to convert the case from a chapter 7 to a chapter 11
which was granted via an order entered on July 6, 2017.
SUNGARD AVAILABILITY: S&P Lowers CCR to 'CCC+', Outlook Negative
----------------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on Wayne,
Pa.-based Sungard Availability Services Capital Inc. to 'CCC+' from
'B-'. The outlook is negative.
S&P said, "At the same time, we lowered our issue-level ratings on
the company's senior secured revolvers expiring March 2018 and
September 2020, $425 million outstanding senior secured term loan
due March 2019, and $471 million outstanding senior secured term
loan due September 2021 to 'B-' from 'B'. The '2' recovery rating
is unchanged, indicating our expectation for substantial (70%-90%;
rounded estimate: 80%) recovery in the event of payment default.
"We also lowered our issue-level rating on the company's senior
unsecured notes due 2022 to 'CCC-' from 'CCC.' The '6' recovery
rating is unchanged, indicating our expectation for negligible
(0%-10%; rounded estimate: 5%) recovery in the event of payment
default."
The downgrade results from the company's weak FOCF generation
despite reduced capital expenditures, and our expectation for
negative FOCF continuing into 2018 barring a meaningful improvement
in operating performance. Potentially higher interest expense
related to the refinancing of upcoming debt maturities could
pressure weak FOCF generation further. The downgrade also reflects
the company's slow improvement in operating performance, and
inability to offset revenue declines with integrated cloud-based
recovery solutions that have better growth prospects. The company's
slower than expected transition to these services, margin pressure
from declining traditional recovery services that are more
profitable, and price pressure in colocation offerings have led to
weak FOCF since its spinoff from Sungard Data Systems in 2014.
The negative outlook reflects the company's weak negative FOCF
generation, slow transition to integrated cloud-based recovery
solutions, and steady erosion in high margin traditional recovery
services. The outlook also reflects the company's looming term loan
debt maturity in March 2019, which the company only partially
refinanced recently, and potential for higher interest expenses
related to the refinancing of other debt in the future, pressuring
already weak FOCF generation.
S&P said, "We could lower the rating if we believe the company's
prospects for operating stability remain limited, with new business
including integrated solution growth only partially offsetting
secular traditional recovery revenue declines. We could also lower
the rating if the company does not refinance its 2019 term loan
maturity on terms that alleviate pressures on its liquidity and
FOCF, leading us to believe its capital structure is unsustainable,
or if persistent operating weakness causes a covenant breach to
more likely over the next 12 months.
"We could revise the outlook back to stable if the company
successfully addresses its upcoming debt maturity and maintains
adequate liquidity over the next 12 months, including sufficient
covenant headroom of at least 15%."
SUNSET PARTNERS: Hearing on Sale of Restaurant Assets Continued
---------------------------------------------------------------
Judge Joan N. Feeney of the U.S. Bankruptcy Court for the District
of Massachusetts continued generally the request of Lynne Riley,
the Chapter 11 trustee for Sunset Partners, Inc. and Bema
Restaurant Corp., for expedited determination of her proposed sale
of the interest in and to the assets comprising the Debtors' Sunset
Grill & Tap and Patron's Mexican Kitchen restaurants free and clear
of liens, claims, and interests.
A hearing was held on Nov. 21, 2017 at 11:00 a.m. The objections
and/or counteroffers deadline was Nov. 20, 2017 at 4:00 p.m.
About Sunset Partners Inc.
Sunset Partners, Inc., is a Massachusetts corporation that owns
and
operates two Boston area restaurants: the Sunset Grill & Tap
located at 130 Brighton Avenue, Allston, MA; and, the Sunset
Cantina located at 916 Commonwealth Avenue, Brookline, MA.
Affiliate Bema Restaurant Corporation, d/b/a Patron's, is a
Massachusetts corporation that owns and operates a Boston area
restaurant called Patrons, which is located at 138 Brighton
Avenue,
Allston, Massachusetts.
Sunset Partners filed for Chapter 11 bankruptcy protection (Bankr.
D. Mass. Case No. 17-12178) on June 7, 2017, disclosing $1.05
million in total assets and $5.67 million in total liabilities.
Bema Restaurant Corporation filed a Chapter 11 petition (Bankr. D.
Mass. Case No. 17-12434) on June 29, 2017, disclosing $1.12
million
in assets and $4.45 million in liabilities.
The petitions were signed by Marc Berkowitz, president. The cases
are jointly administered and assigned to Judge Joan N. Feeney.
David B. Madoff, Esq., and Steffani Pelton Nicholson, Esq., at
Madoff & Khoury LLP, served as bankruptcy counsel to the Debtors.
Verdolino & Lowey, P.C., served as the Debtors' accountant.
On Sept. 25, 2017, Lynee F. Riley was appointed as the Chapter 11
trustee to the Debtors. The Trustee retained Casner & Edwards LLP
as counsel.
T&C GYMNASTICS: Can Continue Using Cash Collateral Until Nov. 29
----------------------------------------------------------------
The Hon. Timothy A. Barnes of the U.S. Bankruptcy Court for the
Northern District of Illinois authorized T&C Gymnastics, LLC, to
continue using cash collateral until November 29, 2017 at 10:30
a.m., at which time a final hearing on the use of cash collateral
will take place.
The Debtor has acknowledged that there exists a valid lien upon its
assets as of the Petition Date, including the cash proceeds by
which William and Janice Whitaker holds a security interest in
substantially all the assets of the Debtor by way of lien in the
amount of $71,094, as of the Petition Date.
Additionally, the Debtor has acknowledged Financial Agent Services
also holds a security interest in substantially all the assets of
the Debtor by way of a lien duly filed of which the amount of
$17,214 is still due and owing as of the Petition Date.
Consequently, the Whitakers and Financial Agent Services are
granted security interest in and replacement lien upon all the
Debtor's currently existing and after-acquired property, and the
proceeds and products thereof, to the extent actually used and for
the diminution in the value of Whitakers' and Financial Agent
Services' cash collateral. Such replacement lien will be the same
lien as existed as the prepetition valid liens of record.
In addition to and as a supplement to the foregoing protection, the
Debtor is also required:
(a) to make interim monthly payments to the Whitakers in the
amount of $250, and to Financial Agent Services in the amount of
$800;
(b) to maintain insurance covering the full value of all
collateral, and will permit onsite inspection of such collateral,
policies of insurance and financial statements; and
(c) to deposit and maintain all cash and all proceeds of
accounts receivable, inventory, contract rights and general
intangibles in a separate operating account -- Debtor-in-Possession
Account.
A full-text copy of the Interim Order, dated November 14, 2017, is
available for free at https://is.gd/vIIlFn
About T&C Gymnastics
T&C Gymnastics, LLC, provides gymnastics instruction and lessons to
children of all ages.
T&C Gymnastics sought chapter 11 protection (Bankr. N.D. Ill. Case
No. 16-14993) on May 2, 2016. The petition was signed by
TonyWhitaker, manager. At the time of the filing, the Debtor
estimated its assets at $50,001 to $100,000 and debts at $100,001
to $500,000.
The Debtor is represented by Joshua D. Greene, Esq., at Springer
Brown LLC.
* * *
The Troubled Company Reporter, on June 27, 2016, reported that T&C
Gymnastics filed a plan of reorganization and accompanying
disclosure statement proposing a 100% distribution to 100% of the
allowed claims of general unsecured creditors. A full-text copy of
the Disclosure Statement is available at:
http://bankrupt.com/misc/ilnb16-14993-36.pdf
TADD WHOLESALE: Seeks Interim Access to Cash Collateral Use
-----------------------------------------------------------
TADD Wholesale Supply LLC seeks interim authorization from the U.S.
Bankruptcy Court for the Middle District of Tennessee allowing it
to use cash on hand and proceeds from the sale of existing and
accruing inventory for ordinary and necessary operating expenses of
its business, pending a final hearing.
The proposed Budget provides total monthly expenses of
approximately $639,387.
The Debtor requests that, at the final hearing, the Court grant it
use of cash collateral throughout the course of its case to pay the
actual, necessary costs and expenses incurred in the ordinary
course of its business after the filing of this case, prepetition
claims as expressly authorized by this Court, and other
administrative expenses, including professional fees and quarterly
fees due to the United States Trustee.
The Debtor believes that BankTennessee and OnDeck Capital may
assert a security interest and lien upon its cash collateral. The
Debtor submits that it is not aware of any other creditor claiming
an interest in the cash collateral.
A full-text copy of the Debtor's Motion, dated November 17, 2017,
is available at https://is.gd/RamTAv
About TADD Wholesale Supply LLC
TADD Wholesale Supply LLC offers a variety of products on eBay by
allowing its customers to determine the price by using the auction
format. The company has successfully completed well over 1 million
individual eBay listings in its career. TADD Wholesale lists over
500 auctions seven days a week, 365 days a year. The company's
gross revenue amounted to $12.76 million in 2016 and $11.75 million
in 2015.
http://stores.ebay.com/Tadd-Wholesale-Supply
TADD Wholesale Supply LLC filed a Chapter 11 petition (Bankr. M.D.
Tenn. Case No. 17-07799), on November 15, 2017. The petition was
signed by Amber DeShon, chief manager. The case is assigned to
Judge Marian F Harrison. The Debtor is represented by Steven L.
Lefkovitz, Esq. at Lefkovitz & Lefkovitz. At the time of filing,
the Debtor had : $2.77 million in total assets and $2.67 million in
total liabilities.
TCF FINANCIAL: Fitch Affirms 'B' Preferred Stock Rating
-------------------------------------------------------
Fitch Ratings has affirmed and withdrawn the ratings for TCF
Financial Corporation (TCF) and its principal banking subsidiary
TCF National Bank (TCF Bank) including the companies' Issuer
Default Ratings (IDRs) of 'BBB-'. The ratings are being withdrawn
with a Stable Outlook. As communicated on Oct. 20, 2017, Fitch is
withdrawing the ratings for commercial reasons.
KEY RATING DRIVERS
IDRs and VRs
Today's rating affirmation reflects TCF's good earnings levels,
improved asset quality metrics and diversified business model.
Offsetting these strengths are what Fitch considers to be a
relatively high risk appetite and low levels of capital relative to
higher rated peers.
TCF's asset quality metrics as measured by Fitch's nonperforming
asset (NPA) ratio (inclusive of accruing TDRs) was 1.36% of
held-for-investment loans and foreclosed real estate as of the
third quarter of 2017 (3Q17). After declining by 65 basis points
(bps) year-over-year, the aforementioned ratio has now converged
with the Fitch mid-tier regional bank peer group average.
The decline in NPAs are attributable to TCF's successful loan sales
comprised mostly of consumer mortgage loans totalling approximately
$76 million in 2017. Both sales resulted in net recoveries. This
improvement was offset by the inflow of approximately $97 million
in new nonaccruals over the first nine months of 2017 against about
$84 million in repayment, foreclosures, net charge-off and cure.
In April 2017, TCF announced a shift in strategy for its indirect
auto lending business to a pure originate-to-hold model from the
previous originate-to-hold and sell blended approach. Management
has scaled back the business with originations falling by nearly
45% year-over-year as of 3Q17. TCF has successfully offset lost
gain-on-sale revenue from the auto finance portfolio by lowering
the cost structure in the business and increasing loan yields by
113bps year-over-year as of 3Q17. Higher loan yields have come at
the expense of an increased cost of risk with credit loss rates
ticking up marginally by 27bps in the third quarter relative to the
year-ago quarter.
Fitch views the increased risk-taking in the auto loan portfolio as
credit negative, especially at this point in the cycle. However,
loss rates have remained in line with industry peers over the last
two quarters. The portfolio remains a relatively small and
shrinking portion of the overall loan portfolio at 17% as of 3Q17.
Fitch also positively notes that the annualized net-charge off rate
for the entire loan portfolio stood at 27bps for the first nine
months of 2017, 8bps lower than the same period in the prior year
and reflects the benefits of a well-diversified loan portfolio.
TCF's earnings have steadily improved in the last few years and the
bank's ROAA of 101bps for the first nine months of 2017 was
slightly higher than the peer median. With a slightly improving
efficiency ratio, management continues to show progress with
earnings improvement. Fitch expects TCF's net interest margin to
benefit from further rate increases owing to lagged deposit
repricing in the granular retail deposit base and a relatively
short duration loan portfolio compared to the industry.
TCF's level of capital remains at the low end of the peer group
with the CET 1 at 10.05% as of 3Q17. Capital ratios trended lower
over the year as loans grew by 9.2% year-over-year as of 3Q17. Loan
growth was affected by the acquisition of $446 million in equipment
finance loans in 3Q17 and $345 million in sub-prime auto loans that
were transferred to the held-for-investment portfolio in 2Q17.
Adjusting for these actions, loans grew by roughly 4.7%
year-over-year.
TCF has maintained a disciplined dividend pay-out ratio of around
25% and leverage is line with peer averages as reflected in the
tangible common equity ratio of 9.06% as of 3Q17. Nevertheless,
Fitch views TCF's level of risk-based capital as low relative
higher rated peers and the bank's overall risk appetite.
Fitch views TCF's liquidity profile as adequate relative to the
rating level. TCF's granular and predominantly retail deposit base
is fully invested in the loan portfolio. The loan-to-deposit ratio
stood at 106% as of 3Q17, higher than most mid-tier regional peers.
As of 3Q17, TCF had additional borrowing capacity of $1.5 billion
with the Federal Home Loan Bank of Des Moines. The bank also has
access to other secondary liquidity sources such as the Fed
discount window.
Finally, Fitch positively notes that in September 2017, claims
relating to alleged violations of Regulation E were dismissed by
authorities. The CFPB announced in January that it was taking legal
action against TCF in connection with the bank's overdraft opt-in
practices. Furthermore, claims relating to unfair, deceptive and
abusive conduct under the Consumer Financial Protection Act (CFPA)
were also dismissed for periods prior to July 21, 2011. However,
the court denied TCF's motion to dismiss CFPA claims for periods
after July 2011.
SUBORDINATED DEBT AND OTHER HYBRID SECURITIES
TCF Bank's subordinated debt is notched one level below its
Viability Rating (VR) of 'bbb-' for loss severity. TCF's preferred
stock is notched five levels below its VR of 'bbb-', two times for
loss severity and three times for non-performance. These ratings
are in accordance with Fitch's criteria and assessment of the
instruments non-performance and loss severity risk profiles and
have thus been affirmed due to the affirmation of the VR.
LONG- AND SHORT-TERM DEPOSIT RATINGS
The uninsured deposit ratings of TCF Bank are rated one notch
higher than the bank's IDR because U.S. uninsured deposits benefit
from depositor preference. U.S. depositor preference gives deposit
liabilities superior recovery prospects in the event of default.
HOLDING COMPANY
TCF's VR is equalized with those of its operating companies and
banks, reflecting its role as the bank holding company, which is
mandated in the U.S. to act as a source of strength for its bank
subsidiaries. Ratings are also equalized reflecting the very close
correlation between holding company and subsidiary failure and
default probabilities.
SUPPORT RATING AND SUPPORT RATING FLOOR
TCF has a Support Rating of '5' and Support Rating Floor of 'NF'.
In Fitch's view, TCF is not systemically important, and therefore
the probability of support is unlikely. Issuer Default Ratings
(IDRs) and Viability Ratings (VRs) do not incorporate any support.
RATING SENSITIVITIES
Rating sensitivities are no longer relevant for any of the ratings
given today's rating withdrawal.
Fitch has affirmed and withdrawn the following ratings with a
Stable Outlook:
TCF Financial Corp.
-- Long-term IDR at 'BBB-';
-- Short-term IDR at 'F3';
-- Preferred stock at 'B';
-- Viability Rating at 'bbb-';
-- Support at '5';
-- Support Rating Floor at 'NF'.
TCF National Bank
-- Long-term IDR at 'BBB-';
-- Short-term IDR at 'F3';
-- Viability Rating at 'bbb-';
-- Subordinated debt at 'BB+';
-- Long-term deposits at 'BBB';
-- Short-term deposits at 'F3';
-- Support at '5';
-- Support Rating at 'NF'.
THINK FINANCE: Taps Alvarez & Marsal as Financial Advisor
---------------------------------------------------------
Think Finance, LLC, seeks approval from the U.S. Bankruptcy Court
for the Northern District of Texas to hire Alvarez & Marsal North
America, LLC, to serve as its financial advisor.
A&M will assist the company and its affiliates in the management of
the overall restructuring process, the development of ongoing
business and financial plans, and in negotiations with respect to
an overall exit strategy for their Chapter 11 cases.
Specifically, the firm will provide these services:
(a) assist in the evaluation, articulation and
communication of the Debtors' current business plan
to their creditors, partners and vendors;
(b) assist in the preparation of a revised operating
plan, if appropriate;
(c) assist in the development and management of a 13-
week cash flow forecast;
(d) develop, review and analyze restructuring
alternatives;
(e) assist in financing issues including assistance in
the preparation of reports and liason with
creditors; and
(f) report to the responsible officers.
The firm's hourly rates range from $800 to $975 for managing
directors, $625 to $775 for directors, and $375 to $600 for
analysts and associates.
Prior to the petition date, A&M received advance payment retainers
in the total amount of $130,000. As of the petition date, the firm
holds the balance of $100,000 as an advance payment retainer for
its post-petition services.
Jonathan Tibus, managing director of Alvarez & Marsal North,
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:
Alvarez & Marsal North America, LLC
Monarch Tower
3424 Peachtree Road NE, Suite 1500
Atlanta, GA 30328
Phone: +1 404-260-4040
Fax: +1 404-260-4090
About Think Finance
Think Finance, Inc. -- https://www.thinkfinance.com/ -- is a
provider of software technology, analytics, and marketing services
to financial clients in the consumer lending industry. Think
Finance offers an end-to-end, professionally managed online lending
program. The company's customized services allow clients to
create, develop, launch and manage their loan portfolio while
effectively serving customers. For over 15 years, the company has
helped its clients originate over 2 million loans enabling them to
put more than $4 billion in credit on the street.
Think Finance, LLC, along with six affiliates, sought Chapter 11
protection (Bankr. N.D. Tex. Lead Case No. 17-33964) on Oct. 23,
2017.
Think Finance estimated assets of $100 million to $500 million and
debt of $10 million to $50 million.
The Hon. Harlin DeWayne Hale is the case judge.
The Debtors tapped Hunton & Williams LLP as counsel; Alvarez &
Marsal as financial advisor; and American Legal Claims Services,
LLC, as claims and noticing agent.
On Nov. 2, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. Cole Schotz P.C.
represents the committee as bankruptcy counsel.
TONGJI HEALTHCARE: Delays Third Quarter Form 10-Q Filing
--------------------------------------------------------
Tongji Healtcare Group, Inc. filed a Form 12b-25 with the
Securities and Exchange Commossion notifying the late filing of its
quarterly report on Form 10-Q for the period ended Sept. 30, 2017.
According to the Company, it has encountered a delay in assembling
the information, in particular its financial statements for the
quarter ended Sept. 30, 2017, required to be included in its Sept.
30, 2017 Form 10-Q Quarterly Report. The Company expects to file
its Sept. 30, 2017 Form 10-Q Quarterly Report with the SEC within
five calendar days of the prescribed due date.
About Tongji Healthcare
Based in Nanning, Guangxi, the People's Republic of China, Tongji
Healthcare Group, Inc., a Nevada corporation, operates Nanning
Tongji Hospital, a general hospital with 105 licensed beds.
Tongji Healthcare reported a net loss of $3.64 million on $1.93
million of total operating revenue for the year ended Dec. 31,
2016, compared to a net loss of $588,600 on $2.35 million of total
operating revenue for the year ended Dec. 31, 2015. As of June 30,
2017, the Company had $7.45 million in total assets, $14.47 million
in total liabilities and a total stockholders' deficit of $7.02
million.
Anton & Chia, LLP, in Newport Beach, California, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2016, citing that the Company has negative
working capital of $6.74 million, an accumulated deficit of $7.20
million, and shareholders' deficit of $6.16 million as of Dec. 31,
2016. The Company's ability to continue as a going concern
ultimately is dependent on the management's ability to obtain
equity or debt financing, attain further operating efficiencies,
and achieve profitable operations.
TOP TIER SITE: Can Continue Using Cash Collateral Until December 19
-------------------------------------------------------------------
Judge Joan N. Feeney of the U.S. Bankruptcy Court for the District
of Massachusetts has authorized Top Tier Site Development, Corp. to
use cash collateral for the period beginning on November 2 and
ending on December 19, 2017.
A continued hearing on the Debtor's use of cash collateral will be
held on December 19, 2017 at 10:45 a.m. The Debtor is required to
file updated financial information by December 15. Any objections
on the continued use of cash collateral must be filed and served no
later than December 18, 2017.
The Debtor believes that these creditors may assert a lien on its
revenue and cash: Independence Bank, Bond Street, Thomas Tripp and
BFS Financial.
Accordingly, the Secured Parties are granted a continuing
post-petition replacement lien and security interest in all
post-petition property of the estate of the same type against which
they held validly perfected liens and security interest as of the
Petition Date. Such replacement liens will maintain the same
priority, validity and enforceability as the liens on the
collateral and will be recognized only to the extent of any
diminution in the value of the collateral resulting from the use of
cash collateral.
A full-text copy of the Order, dated November 16, 2017, is
available for free at https://is.gd/l3apKu
About Top Tier Site Development Corp.
Top Tier Site Development, Corp. -- http://www.tt-sd.com/-- is a
full service contracting company in Lakeville, Massachusetts, with
a focus on wireless communication, commercial and residential
construction.
Top Tier Site Development sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Mass. Case No. 17-14107) on Nov. 2,
2017. Robert Santoro, its president, signed the petition.
At the time of the filing, the Debtor disclosed $1.96 million in
assets and $5.41 million in liabilities.
Judge Joan N. Feeney presides over the case.
The Debtor is represented by James P. Ehrhard, Esq. of Ehrhard &
Associates, P.C., as its legal counsel.
TRIDENT HOLDING: S&P Lowers CCR to 'CCC-' on Covenant Violation
---------------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on
U.S.-based provider of bedside diagnostic services to nursing homes
and others post-acute facilities Trident Holding Co. LLC (Trident)
to 'CCC-' from 'CCC+'. The ratings remain on CreditWatch, where S&P
placed them with negative implications on Aug. 21, 2017.
S&P said, "At the same time, we lowered our rating on the
first-lien debt issued by New Trident Holdcorp Inc. and Trident
Clinical Services Holdings Inc. to 'CCC-' from 'CCC+'. The '3'
recovery rating is unchanged, indicating our expectation for
meaningful recovery (50%-70%; rounded estimate 65%) of principal in
the event of a payment default.
"We also lowered our issue-level rating on the second-lien debt
issued by New Trident Holdcorp Inc.'s and Trident Clinical Services
Holdings Inc. to 'C' from 'CCC-'. The '6' recovery rating is
unchanged, indicating our expectation for negligible (0% to 10%,
rounded estimate: 0%) recovery in the event of default."
All issue-level ratings remain on CreditWatch with negative
implications.
Trident Holding Co. LLC is in violation of its financial coverage
covenant as of the third quarter, as industry headwinds including
weak nursing home occupancy, competitive pressures, and payor focus
on reducing the volume of testing, soften demand for the company's
imaging services. This was exacerbated by an $11 million increase
in bad debt in the third quarter, stemming from a change in
collection system that have rendered some receivables likely
uncollectible.
S&P said, "The negative CreditWatch listing reflects our view that
the company will likely pursue a restructuring of its capital
structure in the near term or otherwise fail to meet require
interest or principal payments on its debt obligations. We expect
to resolve the CreditWatch will likely be resolved within 90 days.
"We would lower the rating to 'D' if the company engages in a
restructuring of the capital structure that we characterize as a
distressed exchange or if the company fails to satisfy interest or
principal payments as those come due.
"Although unlikely, we could raise the rating, if the company
obtains a waiver or covenant cure and the risk of further
violations within the next six to 12 months is resolved. We do not
currently anticipate a significant capital injection, absent a
concurrent restructuring of the capital structure."
TWH LIMITED: Disclosures OK'd; Plan Confirmation Hearing on Dec. 18
-------------------------------------------------------------------
The Hon. Craig A. Gargotta of the U.S. Bankruptcy Court for the
Western District of Texas has approved TWH Limited Partnership's
disclosure statement dated Nov. 2, 2017, referring to the Debtor's
first amended plan of liquidation dated Nov. 2, 2017.
A hearing on the confirmation of the Debtor's Plan is scheduled for
Dec. 18, 2017, at 10:00 a.m.
Objections to the plan confirmation must be filed by Dec. 8, 2017,
which is also the last day for mailing ballots setting forth
written acceptances or rejections of the Debtor's Plan.
As reported by the Troubled Company Reporter on Nov. 15, 2017, the
Debtor filed with the Court a Disclosure Statement accompanying the
Plan on Nov. 2, 2017, which proposes that Class 3 general unsecured
claims be paid a sum in cash up to the allowed amount of their
claims with a pro rata distribution of the remaining proceeds from
the sale of the Properties after payment of Unclassified Claims,
Secured Claims and any taxes which are determined to be due and
owing as a result of the sale of the Properties. Interest will
accrue on the allowed claims of the Class 3 creditors at the rate
of 5% per annum from the Petition Date.
About TWH Limited Partnership
TWH Limited Partnership, based in San Antonio, Texas, was formed in
November 2000 specifically for the purpose of acquiring and holding
certain real estate located in Montgomery County, Texas, from which
another entity would operate a Taipei Chinese Restaurant. TWH's
general partner is Howard Hu, Inc., and the Debtor can only act
through said general partner.
TWH filed a Chapter 11 petition (Bankr. W.D. Tex. Case No.
17-50273) on Feb. 5, 2017. The petition was signed by Howard Y.
Hu, president of Howard Hu, Inc.'s general partner. The Debtor
estimated $1 million to $10 million in assets and $500,000 to $1
million in liabilities.
The Hon. Craig A. Gargotta presides over the case.
H. Anthony Hervol, Esq., at the Law Office of H. Anthony Hervol, in
San Antonio, Texas, serves as counsel to the Debtor.
UNIVERSAL SOFTWARE: Court OKs Disclosures, Confirms Plan
--------------------------------------------------------
The Hon. Christopher J. Panos of the U.S. Bankruptcy Court for the
District of Massachusetts has approved Universal Software
Corporation's disclosure statement and confirmed the Debtor's
second amended liquidating plan dated Sept. 21, 2017.
Class One, Three, Five and Six Claims are impaired under the Plan
and these classes have accepted the Plan.
As reported by the Troubled Company Reporter on Oct. 11, 2017, the
Debtor filed with the Court an amended disclosure statement with
respect to its second amended Chapter 11 liquidating plan dated
Sept. 21, 2017. TD Bank, N.A., holds a first priority lien on all
prepetition assets of the Debtor including among other things: a
duly perfected, cross-collateralized, first priority security
interest in the Debtors' assets, including its accounts receivable,
equipment, furniture, fixtures, general intangibles, inventory, the
proceeds and products thereof. The Claim of TD Bank is classified
as Class Five Allowed Secured Claim. Pursuant to the sale court
order approving the sale of substantially all assets of the Debtor
to FirstTek, in accordance with Section 363 of the U.S. Bankruptcy
Code, TD Bank agreed to release its liens on the Purchased Assets
in consideration of, among other things, the receipt of
$1,431,423.43 from the Sale Proceeds.
About Universal Software Corp.
Universal Software Corporation was formed in 1992 in Massachusetts
as an IT consulting, software development, and IT project
management services firm. Its offices are located at 1 Olde North
Road, Chelmsford, Massachusetts. The Debtor was a provider of IT
staffing services to various companies, itself, or through its 99%
owned affiliate USoft Technologies India Private Limited, an India
corporation. Debtor provided staffing services that placed, in U.S.
companies, individuals in the employ of the Debtor to fill the U.S.
companies' IT staffing requirements. At the time of the Chapter 11
filing, the Debtor had 90 full time employees.
The Debtor filed for Chapter 11 protection (Bankr. D. Mass. Case
No. 16-40872) on May 18, 2016. The petition was signed by Kishore
Deshpande, president. The Debtor is represented by George J.
Nader, Esq., at Riley & Dever, P.C. Judge Christopher J. Panos
presides over the case. The Debtor estimated assets of $1 million
to $10 million and estimated liabilities of $1 million to $10
million.
The Office of the U.S. Trustee appointed an official committee of
unsecured creditors on July 1, 2016. The committee hired Posternak
Blankstein & Lund LLP as counsel.
On July 5, 2017, the Debtor filed a Chapter 11 plan of liquidation
and disclosure statement.
VALERIY ROMANCHENKO: Sale of Nevada Properties for $617K Approved
-----------------------------------------------------------------
Judge Gary Spraker of the U.S. Bankruptcy Court for the District of
Nevada authorized Valeriy Romanchenko and Natalya Romanchenko to
sell real properties (i) located at 9409 Abalone Way, Las Vegas,
Nevada, for $327,000; and (ii) located at 196 Adomeit Dr.,
Henderson, Nevada, for $290,000.
Any proposed sale of either real property will provide for the full
payment of all amounts due and owing to the secured creditor(s)
under the applicable deeds of trust and loan documents. If the
secured creditor and the Debtors disagree as to the total amount
due and owing with respect to either real property, the Debtors
shall, prior to the closing of any proposed sale, file a supplement
regarding such disagreement and notice the same for a hearing
before the Court.
Valeriy Romanchenko sought Chapter 11 protection (Bankr. D. Nev.
Case No. 12-19089) on Aug. 3, 2012.
VALLEY PETROLEUM: 5208VPN Taps Hanson & Payne as 'Standby Counsel'
------------------------------------------------------------------
5208VPN, LLC, seeks approval from the U.S. Bankruptcy Court for the
Eastern District of Wisconsin to hire Hanson & Payne, LLC, to
provide legal services in its Chapter 11 case.
In a court filing, 5208VPN proposes to employ the firm as "standby
counsel" in light of the possibility of a conflict arising in
Leverson Lucy and Metz S.C.'s representation of both the company
and its affiliate Valley Petroleum, LLC.
Leverson is the companies' primary counsel in their jointly
administered cases.
Hanson & Payne's role will be limited to advising 5208VPN on
matters that could potentially involve a conflict for Leverson. In
the event that a conflict makes representation by Leverson of both
companies impossible, Hanson & Payne will serve as 5208VPN's
primary attorney.
Ben Payne, Esq., the attorney who will be handling the case,
charges an hourly fee of $325. The other attorney in the firm also
charges $325 per hour. Paralegal time is billed at $125 per hour.
Hanson & Payne and its attorneys are "disinterested persons" as
defined in section 101(14) of the Bankruptcy Code, according to
court filings.
The firm can be reached through:
Ben Payne, Esq.
Hanson & Payne, LLC
740 N. James Lovell St.
Milwaukee, WI 53204
Phone: (414) 271-4550
Fax: (414) 271-7731
Email: bpayne@hansonpayne.com
About Valley Petroleum
Based in Appleton, Wisconsin, Valley Petroleum operates a small gas
station at the real estate owned by 5208VPN, LLC, which is located
at 5208 North Richmond Street, Appleton, Wisconsin.
Valley Petroleum and debtor affiliate, 5208VPN, LLC, sought Chapter
11 protection (Bankr. E.D. Wisc. Lead Case No. 17-28112) on Aug.
17, 2017. The petitions were signed by Steve A. Rosek, member.
5208VPN, LLC, estimated $1,000 to $10,000 in assets and $1,000 to
$10,000 in liabilities; and Valley Petroleum estimated $100 to $500
in assets and $1,000 to $10,000 in liabilities.
Leonard G. Leverson, Esq., at Leverson Lucey & Metz S.C.,
represents the Debtors as bankruptcy counsel. The Debtors hired
BIS, Inc. as their accountant.
VELA'S 4 STARS: Sale of Brownsville Property for $370K Approved
---------------------------------------------------------------
Judge Eduardo V. Rodriguez of the U.S. Bankruptcy Court for the
Southern District of Texas authorized Vela's 4 Stars, LLC's sale of
commercial property, described as 6709 Paredes Line Drive,
Brownsville, Texas, to Joel T. Guajardo and Radha Guajardo for
$370,000.
The Debtor is authorized to pay the closing costs, realtor
commissions, ad valorem taxes, and outstanding association/fees, if
any, at the closing with the sales proceeds. Upon the closing of
the sale and payment of the Closing Costs, the escrow agent will
hold any remaining sales proceeds in escrow, with the lien of
secured creditor International Bank of Commerce - Zapata attaching
to such Net Proceeds to the same extent and priority as they
previously attached to the Property.
At closing, the escrow agent will pay secured creditor
International Bank of Commerce - Zapata the Net Proceeds. Upon
receipt of the Net Proceeds, secured creditor International Bank of
Commerce - Zapata will execute a release of its lien on the
Property and deliver same to the escrow agent for recording.
About Vela's 4 Stars
Vela's 4 Stars LLC, a company based in Donna, Texas, was created
to
own and manage real property assets. The properties have an
aggregate current value of $3.54 million.
Vela's 4 Stars sought protection under Chapter 11 of the
Bankruptcy
Code (Bankr. S.D. Tex. Case No. 17-70282) on July 31, 2017. Juan
R. Vela, president, signed the petition.
At the time of the filing, the Debtor disclosed $3.54 million in
assets and $2.53 million in liabilities.
Judge Eduardo V. Rodriguez presides over the case.
VELOCITY HOLDING: Nov. 28 Meeting Set to Form Creditors' Panel
--------------------------------------------------------------
Andy Vara, Acting United States Trustee, for Region 2, will hold
an organizational meeting on Nov. 28, 2017, at 11:00 a.m. in the
bankruptcy case of Velocity Holding Company, et al.
The meeting will be held at:
Office of the US Trustee
844 King Street, Room 3209
Wilmington, DE 19801
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 Velocity Holding Company, Inc.
Velocity Holding Company, Inc., doing business as Motorsport
Aftermarket Group -- http://www.maggroup.com/-- is an independent
wholesale distributor, designer, manufacturer, retailer, and
marketer of aftermarket parts, apparel, and accessories for the
powersports industry. The powersports industry is a subset of the
broader motorsports industry and consists of vehicles such as
motorcycles, all-terrain vehicles, "side-by-sides" or utility
terrain vehicles, and snowmobiles, among others. The MAG Group
office provides support in the areas of business development,
finance, sourcing, information technology, sales, marketing and
administration.
Velocity Holding Company, Inc., and its affiliates sought Chapter
11 protection (Bankr. D. Del. Lead Case No. 17-12442) on Nov. 15,
2017, after reaching a deal that would transfer ownership of the
Company to the first lien lenders.
Velocity Holding estimated debt of $100 million to $500 million.
The Hon. Kevin J. Carey is the case judge.
The Debtors tapped Proskauer Rose LLP as counsel; AlixPartners as
restructuring advisor; and Donlin, Recano & Company, Inc., as
claims and noticing agent. The claims has agent maintains the site
http://www.donlinrecano.com/vhc
VELOCITY HOLDING: Seeks to Obtain $135MM in Bankruptcy Financing
----------------------------------------------------------------
Velocity Holding Company, Inc., and its debtor-affiliates seek
permission from the U.S. Bankruptcy Court for the District of
Delaware to obtain (a) a senior secured super-priority asset-based
revolving credit facility in an aggregate principal amount of up to
$110 million provided by Wells Fargo Bank, N.A., as administrative
agent and collateral agent, and the lenders thereunder and (b) a
senior secured super-priority term loan facility in an aggregate
principal amount of up to $25 million provided by Wilmington Trust,
National Association, as administrative agent and collateral agent
and the certain lender parties.
A copy of the Debtors' request is available at:
http://bankrupt.com/misc/deb17-12442-12.pdf
The Debtors aver that the DIP Facilities will provide them with
sufficient liquidity to stabilize and fund their general and
corporate operations during these Chapter 11 cases. Absent entry
into the DIP Facilities, the Debtors will have no alternative but
to either seek to use the DIP Lenders' prepetition cash collateral
on a nonconsensual basis, which would in any event not provide
sufficient liquidity for the Debtors to operate in Chapter 11, or
immediately cease operating and convert these cases to cases under
Chapter 7 of the U.S. Bankruptcy Code.
Rates and payment of interest for:
A. ABL DIP Facility:
-- if a base rate loan, swing loan or other obligation, at
a rate per annum equal to the sum of (a) the base rate
as in effect from time to time and (b) the applicable
margin for base rate loans; and
-- if a eurocurrency rate loan, at a rate per annum equal
to the sum of (a) the adjusted eurocurrency rate
determined for the applicable interest period and (b)
the applicable margin applicable to Eurocurrency Rate
Loans in effect from time to time during interest
period.
B. Term DIP Facility: 12%.
The proceeds of revolving loans and the issuance of letters of
credit will be used only (i) to fund transaction expenses, (ii) for
working capital needs and other general corporate purposes of the
borrowers to the extent permitted in this agreement, (iii) to
refinance the existing obligations, (iv) to pay for administrative
expenses incurred during the bankruptcy cases, and (v) to provide
payments of "adequate protection" in favor of existing
administrative agent and existing lenders, in each case of the
foregoing clauses (i) through (v), as permitted by, and to the
extent set forth, in the budget and the financing order.
The borrowers may prepay the outstanding principal amount of the
loans and swing loans in whole or in part at any time without
premium or penalty; provided, however, that if any prepayment of
any Eurocurrency Rate Loan is made by the borrowers other than on
the last day of an interest period for the loan, the borrowers will
also pay any amount owing pursuant to Section 3.5.
The ABL DIP Facility
For the ABL DIP Facility, the total DIP Facility will include loans
to be advanced and made available to the borrowers in the aggregate
maximum principal amount of $110 million, on a rolling basis,
subject to the DIP revolving availability and to the terms and
conditions set forth in the applicable ABL DIP documents and the
interim DIP order and in accordance with the approved budget.
The borrowers agree to pay in same day funds in dollars to the
administrative agent for the account of each lender a commitment
fee on the average daily amount by which the lender's ratable
portion of the maximum revolving credit exceeds the lender's
ratable portion of the sum of (i) the aggregate outstanding
principal amount of loans (excluding any outstanding swing loans)
for the applicable class and (ii) the outstanding amount of the
aggregate letter of credit undrawn amounts from the Effective Date
through the revolving credit termination date at the applicable
unused commitment fee rate, payable in arrears (x) on the first day
of each month, commencing on the first such day following the
Effective Date and (y) on the Revolving Credit Termination Date.
Any Swing Loans outstanding will reduce the Revolving Credit
Commitment of the Swing Loan Lender in its capacity as a lender.
The borrowers agree to pay these amounts with respect to letters of
credit issued by any issuer:
-- to the Administrative Agent for the account of each Issuer
of a Letter of Credit, with respect to each Letter of
Credit issued by the Issuer, an issuance fee equal to
0.125% per annum of the average daily maximum undrawn face
amount of the Letter of Credit for the immediately
preceding calendar quarter (or portion thereof), payable
in arrears (A) on the first day of each calendar quarter,
commencing on the first day following the issuance of the
Letter of Credit and (B) on the Revolving Credit
Termination Date;
-- to the Administrative Agent for the ratable benefit of the
Revolving Credit Lenders, with respect to each Letter of
Credit, a fee at a rate per annum equal to the Applicable
Margin for Eurocurrency Rate Loans, in each case
multiplied by the average daily maximum undrawn face
amount of Letter of Credit for the immediately preceding
month (or portion thereof), payable in arrears (A) on the
first day of each month, commencing on the first such day
following the issuance of such Letter of Credit and (B) on
the Revolving Credit Termination Date; provided, however,
that any Letter of Credit Fees otherwise payable for the
account of a Defaulting Lender with respect to any Letter
of Credit as to which the defaulting lender has not
provided cash collateral satisfactory to the applicable
Issuer pursuant to Section 2.4 shall be payable, to the
maximum extent permitted by applicable Law, to the other
Revolving Credit Lenders in accordance with the upward
adjustments in their respective Applicable Percentages
allocable to such Letter of Credit pursuant to Section
2.16(a)(iv), with the balance of the fee, if any, payable
to the applicable Issuer for its own account; and
-- to the Issuer of any Letter of Credit, with respect to the
issuance, amendment or transfer of each Letter of Credit
and each drawing made thereunder, customary documentary
and processing charges in accordance with the Issuer's
standard Schedule for the charges in effect at the time
of issuance, amendment, transfer or drawing, as the case
may be.
The borrowers agree to pay to the Administrative Agent additional
fees, the amount and dates of payment of which are embodied in the
Fee Letter.
The borrowers agree to pay to Administrative Agent, for the ratable
account of the Lenders, a closing fee of $1,375,000, fully earned
and payable upon entry of the Interim Financing Order.
For the ABL DIP Facility, the scheduled termination date is the
earliest of (a) [______] 2018, (b) the maturity date (as defined in
the first lien term facility credit agreement), (c) the effective
date of the proposed plan and (d) the date of termination of the
Restructuring Support Agreement.
The Term DIP Facility
For the Term DIP Facility, the term loan commitment will mean, as
to any lender, the obligation of the lender, if any, to make Loans
on the Closing Date (or thereafter) in an aggregate principal not
to exceed the amount set forth under the heading "Term Loan
Commitments" opposite the lender's name on Schedule I. As of the
Closing Date the aggregate outstanding principal amount of Term
Loan Commitment is $25 million.
Maturity date for the Term DIP Facility means, the earliest to
occur of (a) the stated maturity date, (b) the closing date of any
Section 363 sale not consented to in writing by the requisite
lenders, (c) the substantial consummation, and which for purposes
hereof will be no later than the Consummation Date, of a plan of
reorganization or liquidation filed in the Chapter 11 cases that is
confirmed pursuant to an order entered by the Court, (d) the
appointment of a trustee or examiner in the Chapter 11 cases, (e)
the conversion of the Chapter 11 cases to a case under Chapter 7 of
the Bankruptcy Code, and (f) the date of acceleration of the
obligations in accordance with the terms set forth in the loan
documents.
For the Term DIP Facility, the borrowers agree to pay on the
Closing Date to each lender party to this Agreement on the Closing
Date a put option payment as agreed by the Lenders and the borrower
representative in the lender letter. The Put Option Payment will
be in all respects fully earned, due and payable on the Closing
Date and nonrefundable and non-creditable thereafter and will be
netted against Loans made by the lender. The borrowers agree to
pay to the Administrative Agent certain other fees, the amount and
dates of payment of which are embodied in the Agent Fee Letter.
Cash Collateral Use
The Debtors also seek authorization to use cash collateral pursuant
to the terms of the DIP orders to, among other things, provide
working capital and for other general corporate purposes, with the
objective of providing the Debtors with the funding necessary to
continue their operations.
In addition, the Debtors seek authorization to pay a put option
payment equal to 4% of the aggregate principal amount of the Term
DIP Facility, to be paid in kind and capitalized and added to the
principal amount of the DIP Term Loans, which will be fully earned,
due, and payable on the closing date of the Term DIP Facility, as
set forth in the Term DIP Agreement and Interim DIP Order. In
light of the Debtors' circumstances and liquidity position, the Put
Option Payment is necessary, reasonable, and appropriate.
In consideration for the Debtors' use of the Prepetition ABL
Collateral (including Cash Collateral), and to protect the
Prepetition ABL Agent and Prepetition ABL Lenders against the
diminution in value of their interests in the Prepetition ABL
Collateral, the Prepetition Agent and the Prepetition ABL Lenders
will receive, solely to the extent of any the diminution in value,
the following adequate protection:
(i) Prepetition ABL Lender Adequate Protection Liens.
The Prepetition ABL Agent and the Prepetition ABL
Lenders, effective as of the entry of the interim court
order, are granted continuing, valid, binding,
enforceable and automatically perfected postpetition
liens on all DIP Collateral, which liens will be
subject to the carve-out and permitted prior liens and
otherwise have the priority set forth on Exhibit A
attached hereto; and
(ii) Prepetition ABL Superpriority Claim. The Prepetition ABL
Agent and the Prepetition ABL Lenders, effective as of
the entry of the interim court order, are further granted
an allowed superpriority administrative expense claim,
which claim will be junior to the DIP Superiority Claim
and the Carve-Out, be pari passu with the Prepetition
First Lien Superpriority Claim, but will be senior to and
have priority over any other administrative expense
claims, unsecured claims and all other claims against the
Debtors or their estates in any of the Chapter 11 cases
or any successor cases.
To protect the Prepetition First Lien Agent and Prepetition First
Lien Lenders against the diminution in value of their interests in
the Prepetition First Lien Collateral, the Prepetition Agent and
the Prepetition First Lien Lenders will receive, solely to the
extent of any the diminution in value, the following adequate
protection:
(i) Prepetition First Lien Lender Adequate Protection Liens.
The Prepetition First Lien Agent and the Prepetition
First Lien Lenders, effective as of the entry of the
interim court order, are hereby granted continuing,
valid, binding, enforceable and automatically perfected
postpetition liens on all DIP Collateral, which liens
will be subject to the Carve-Out and Permitted Prior
Liens and otherwise have the priority set forth on
Exhibit A attached hereto; and
(ii) Prepetition First Lien Superpriority Claim. The
Prepetition First Lien Agent and the Prepetition First
Lien Lenders, effective as of the entry of the interim
court order, are further granted an allowed superpriority
administrative expense claim, which claim will be junior
to the DIP Superiority Claim and the Carve-Out, be pari
passu with the Prepetition ABL Superpriority Claim, but
will be senior to and have priority over any other
administrative expense claims, unsecured claims and all
other claims against the Debtors or their estates in any
of the Chapter 11 cases or any successor cases.
As further adequate protection for the Prepetition Secured
Parties:
(a) until all of the Prepetition ABL Obligations have been
satisfied in full, the Debtors will (i) pay to the ABL
Agent, for the benefit of the ABL Lenders, cash interest
on a [monthly] basis at the [non-default] rate set forth
in the Prepetition ABL Credit Agreement, and (ii) pay all
prepetition and postpetition reasonable and documented
fees, costs and expenses incurred by the Prepetition ABL
Agent;
(b) the Debtors will pay all prepetition and postpetition
reasonable and documented fees, costs and expenses
incurred by the members of the ad hoc committee of
certain Prepetition First Lien Lenders and the reasonable
and documented fees, costs and expenses of their
respective legal and financial advisors (including: (i)
Stroock, (ii) Young Conaway, (iii) Moelis and (iv) other
consultants or other professionals as may be retained by
the Ad Hoc Committee with the consent of the Debtors, in
each case, without duplication of the DIP Lenders'
advisor fees;
(c) the Debtors will provide to the DIP Agents and the DIP
Lenders reasonable access to the Debtors' premises during
normal business hours and without unreasonable
interference with the proper operation of the Debtors'
businesses and their books and records in accordance with
the interim court order and the Prepetition Documents and
the Debtors will cooperate with, consult with, and
provide to the persons all information as may be
reasonably requested with respect to the businesses,
results of operations, and financial condition of any of
the Debtors. In addition, the Debtors will authorize
each of their respective representatives, advisors,
professionals, consultants, agents and/or employees, to
cooperate and consult with the Prepetition Secured
Parties as reasonably requested from time to time; and
(d) the Debtors will comply with the approved budget and all
budget requirements and in the DIP Documents.
About Velocity Holding Company, Inc.
Velocity Holding Company, Inc., doing business as Motorsport
Aftermarket Group -- http://www.maggroup.com/-- is an independent
wholesale distributor, designer, manufacturer, retailer, and
marketer of aftermarket parts, apparel, and accessories for the
powersports industry. The powersports industry is a subset of the
broader motorsports industry and consists of vehicles such as
motorcycles, all-terrain vehicles, "side-by-sides" or utility
terrain vehicles, and snowmobiles, among others. The MAG Group
office provides support in the areas of business development,
finance, sourcing, information technology, sales, marketing and
administration.
Velocity Holding Company, Inc., and its affiliates sought Chapter
11 protection (Bankr. D. Del. Lead Case No. 17-12442) on Nov. 15,
2017, after reaching a deal that would transfer ownership of the
Company to the first lien lenders.
Velocity Holding estimated debt of $100 million to $500 million.
The Hon. Kevin J. Carey is the case judge.
The Debtors tapped Proskauer Rose LLP as counsel; AlixPartners as
restructuring advisor; and Donlin, Recano & Company, Inc., as
claims and noticing agent. The claims has agent maintains the site
http://www.donlinrecano.com/vhc
WARWICK YARD: DOJ Watchdog Appoints M. O'Toole as Ch. 11 Trustee
----------------------------------------------------------------
William K. Harrington, the United States Trustee for Region 2
requests the U.S. Bankruptcy Court for the Southern District of New
York for approval of the appointment of Marianne T. O'Toole as the
chapter 11 trustee of the estate of The Warwick Yard, LLC.
Marianne T. O'Toole maintains an office at:
22 Valley Road, Katonah
New York 10536
The chapter 11 trustee bond is initially set at $50,000.
About The Warwick Yard
The Warwick Yard is a New York limited liability company that
operates a sports complex, which has open fields and covered dome
field for rent to sports teams, and charges on a per use basis.
Warwick Yard's only asset is the real property located at 120 State
School Road, Warwick, New York 10990, which has been valued at
approximately $5 million.
The Warwick Yard filed a Chapter 11 petition (Bankr. S.D.N.Y. Case
No. 17-36103) on June 28, 2017. The petition was signed by Mark
Goldstein, its member and manager.
The case is assigned to Judge Cecelia G. Morris. Brian K. Condon,
Esq. at Condon & Associates, PLLC represents the Debtor.
The Debtor estimates $1 million to $10 million in assets and
liabilities.
No official committee of unsecured creditors has been appointed.
WOMEN AND BIRTH: No Immediate Quality Care Concerns, PCO Says
-------------------------------------------------------------
Julia D. Kyte, the duly-appointed Patient Care Ombudsman in the
case of Women and Birth Care, Inc. reports to the U.S. Bankruptcy
Court for the District of Utah that there are presently no
immediate concerns regarding the quality of care that is being
provided to the patients during Women and Birth Care's
reorganization period.
However, given the nature of the services offered and the specific
patient population, the Ombudsman believes that continued
monitoring does appear necessary under the circumstances in this
case. Accordingly, the Ombudsman will continue to monitor the
quality of the care and determine if patients remain in a stable
position at the birth center as the Debtor proceeds with the
reorganization of her business.
During the tour and visual inspection of the facility, the
Ombudsman made some suggestions to the Debtor's president, Rebecca
McInnis, to further protect the confidential information of all
patients at the birth center given that all records were currently
maintained in a hard copy, paper format.
Those recommendations included addressing: the manner of file
storage in the front office area, the records located in the
storage room (and in part of one hallway), as well as how the files
would be stored in the future to include the possibility of
electronic storage, and finally, additional methods of locking or
maintaining security for such records as well. The Ombudsman
observes that Ms. McInnis seemed appropriately receptive to the
recommendations and concerned about improving all measures to
maintain confidentiality as well as security to ensure that the
quality of care to patients did not suffer as she went about
reorganizing her business.
Ms. McInnis has expressed that she plans to meet all of her
responsibilities to avoid any cessation in business and that she
does not have any intent to stop practicing where the patients
would need to be transferred. However, in the event that a patient
or patients needed to be transferred, Ms. McInnis indicated that
she has reached out to and has an oral agreement with three other
facilities that offer similar services, and those facilities would
be able to accept her current patient caseload.
Ms. McInnis further indicated that the patients were not presently
aware of her Chapter 11 Bankruptcy filing, such that any phone
calls from the Ombudsman would likely not be necessary but could
cause unnecessary stress to the patient population who are
presently expecting.
At Ms. McInnis' request and given that the Debtor's purpose is to
reorganize and not stop in the provision of services at the birth
center, the Ombudsman agreed not to directly reach out and
interview any of the present patients at the birth center to avoid
unnecessary stress to the expecting patient population.
Ms. McInnis has also indicated that she would get insurance in
place and that she would move forward with meeting the obligations
necessary to continue operating the birth center.
In addition, the Ombudsman reports that during the Creditor's
meeting, Ms. McInnis went over how she plans reorganize, pay back
creditors and rebuild, including that she has reduced her locations
to only one location and that she will be raising her rates.
The Ombudsman anticipates discussing with one of Debtor's
attorneys, Michael R. Lofgran, the implementation of the
Ombudsman's prior recommendations regarding storage of confidential
patient information. The Ombudsman further anticipates discussing
what may be the best practices going forward with the Debtor that
are specific to her business and which will promote the continued
confidential and protected management of patient records to promote
HIPAA compliance, and in accordance with any Orders by the Court.
A full-text copy of the Ombudsman's Report is available for free at
https://is.gd/MoeLhK
Julia D. Kyte, Patient Care Ombudsman can be reached at:
STIRBA, P.C.
215 South State Street, Suite 750
P.O. Box 810
Salt Lake City, UT 84110-0810
Telephone: (801) 364-8300
Fax: (801) 364-8355
Email: jkyte@stirba.com
About Women and Birth Care
Women and Birth Care, Inc., sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D. Utah Case No. 17-27013) on Aug. 11,
2017. Rebecca McInnis, its president, signed the petition. At the
time of the filing, the Debtor estimated assets and liabilities of
less than $500,000.
Judge William T. Thurman presides over the case.
Huntsman Lofgran, PLLC, serves as counsel to the Debtor.
Julia D. Kyte was appointed as patient care ombudsman in the
Debtor's case.
WONDERWORK INC: Continued Suspension of Operations Recommended
--------------------------------------------------------------
Jason R. Lilien, the appointed Examiner for Wonderwork, Inc., files
a final report with the U.S. Bankruptcy Court for the Southern
District of New York.
The Examiner is tasked with two major jobs: first to determine, in
accordance with New York State charity law, the Debtor’s actual
restricted fund balance, and second, to report to the Court on
potential causes of action the estate might have, including
traditional Chapter 5 avoidance actions, as well as potential
claims arising from mismanagement or wrongful conduct by the
principals of the Debtor.
According to the Examiner, WonderWork is not a sham charity, at
least in the traditional sense. Over the years, it has funded
numerous medical procedures in developing countries and seemingly
operated within a traditional organizational structure. However,
the Examiner discovers that WonderWork abused the public's trust
from its inception. Through fundraising campaigns designed to
mislead donors as to how their contributions would be spent, and an
accounting system which failed to properly record and track those
contributions, WonderWork raised, and then misapplied and misused,
millions of charitable dollars.
Wonderwork claims to raise money to fund surgeries that would not
otherwise be available in underdeveloped countries around the
world. Skilled at both in-person donor cultivation as well as
drafting compelling mass marketing appeals, Brian Mullaney's
fundraising approach for the Debtor focused principally on
maintaining donor relationships he formed while at SmileTrain,
while sourcing new donors through an extensive direct mail
campaign.
Brian Mullaney, CEO and "co-founder" of WonderWork was a successful
advertising executive before he turned to fundraising for charity.
As the co-founder, with Charles Wang, of SmileTrain, he helped
build a huge direct-mail based charity, raising hundreds of
millions of dollars over the span of nearly a decade. Towards the
end of that period, Mullaney had a disagreement with Wang over
which track SmileTrain should take. That disagreement grew into a
feud, and that feud is what ultimately led WonderWork to Chapter
11.
WonderWork then faced a dispute with HelpMeSee over who had
breached a service contract between them grew into a multi-year,
multi-million dollar, hotly-contested arbitration proceeding,
encouraged, if not funded, by Wang. When the New York Supreme Court
confirmed the arbitrator’s initial $8 million plus judgment,
WonderWork filed for Chapter 11, in a last ditch effort to stay in
business.
The correctness of the arbitrator's award is not before the
Bankruptcy Court, and the Examiner felt bound to accept the state
court judgment as final, unless and until it is reversed on appeal.
But this background is important because it was HelpMeSee's motion
seeking to appoint a trustee that led to the appointment of the
Examiner.
The Examiner relates WonderWork hoped to protect its "restricted"
fund balances from HelpMeSee's adverse judgment (which, including
interest and, if affirmed by the New York state court, attorney’s
fees, may exceed $16 million). In order to do that, both pre- and
post-petition, WonderWork began to look back and see if it could
reclassify some of its purportedly unrestricted funds as
restricted. Those actions were among the reasons cited by HelpMeSee
in its motion seeking a trustee.
To a degree, the Debtor's actions could be attributed to a mistaken
reliance on those accounting rules, but the Examiner believes that
reliance was not innocent, and indeed was based on a deliberate
attempt to take advantage of the rules. And in other respects, the
Examiner believes the Debtor's actions, particularly in connection
with its fundraising practices, now appear outright fraudulent.
The Examiner finds that Debtor had been operating in violation of
New York state charity law almost from inception. Since its
inception in 2011, the Debtor has raised a total of approximately
$54.4 million in charitable contributions under the WonderWork name
and the names of the individual DBAs. However, the Examiner
determines that the bulk of the money spent by the charity over the
years has gone to feed the enormous fundraising machine itself,
including both its own highly compensated employees, and third
party direct mail service providers. And although it has tried, the
Debtor cannot excuse these expenditures on the grounds that it is
still a relatively new charity.
Based on his thorough review of the Debtor's fundraising practices
and solicitation materials, the Examiner concludes that almost $5
million of contributions originally reported as unrestricted should
be classified as restricted. He also determines that the Debtor
failed to properly account for the "roll-forward" of its restricted
fund balances over the years. In fact, contrary to their publicly
reported position, the great majority of the Debtor's current funds
should be deemed to be restricted.
The Examiner finds that the Debtor:
(a) used false and misleading solicitation materials, in
violation of applicable law;
(b) failed in its reporting obligations, making clearly false
and misleading statements in its public filings;
(c) failed to apply their restricted assets in accordance with
their intended purpose;
(d) failed to spend money raised for specific purposes in
accordance with the solicitation materials;
(e) failed to honor and account for matching donations;
(f) failed to keep accurate accounts of its restricted funds;
and
(g) lacked appropriate governance protocols and its Board
failed in its duty to monitor and control management's
misfeasance.
The Examiner also finds that the Debtor's management further abused
the public's trust for their own benefit through excessive
compensation and benefits and under reported income.
As such, the Examiner believes that of the approximately $20.2
million dollars held by the Debtor as of the Petition Date, $16.25
million should be treated as "restricted " funds and can be spent,
in accordance with donors' wishes, only on the "surgeries" which
WonderWork funds and, as permitted by New York law, on costs
related to the administration of such funds.
The Debtor's principal creditors are (i) the so-called "impact
loan" lenders, all of whom entrusted large sums of money to the
Debtor to "jump start what they thought would be a successful
fundraising machine and did not place any restrictions on their
money, and (ii) HelpMeSee, whose arbitration award, currently under
appeal in the New York State courts, is what brought the Debtor to
this Court in the first place, and who will also have to deal with
the consequences of having sought third party intervention.
The Examiner believes that his investigation has revealed that
sufficient grounds exist to appoint a Trustee under the Bankruptcy
Code, given the evidence of mismanagement and improper fundraising
and reporting practices. While the Examiner is mindful of the
extraordinary expense already incurred and does not wish to add to
the administrative expenses in this case, nevertheless the Examiner
recommends that the Court consider such an appointment.
Alternatively, given the Examiner’s conclusions regarding the
Debtor's restricted and unrestricted fund balances, the Court could
consider providing for payment of administrative expenses from the
Debtor's remaining unrestricted funds and then dismissing the case
and referring the matter to the New York State Attorney General's
Office in order to determine whether or not WonderWork can properly
continue as a participant in the non-profit sector and what causes
of action might be brought outside of the bankruptcy process.
In the interim, the Examiner recommends that the Court continue the
current suspension of the Debtor's operations pending decisions on
the Trustee appointment and the Attorney General's review.
A full-text copy of the Examiner's Final Report is available for
free at https://is.gd/7z0Kvm
Counsel to Examiner:
Walter H. Curchack, Esq.
Bethany D. Simmons, Esq.
Talia G. Metson, Esq.
LOEB & LOEB LLP
345 Park Avenue
New York, New York 10154
Telephone: 212-407-4000
Facsimile: 212-407-4990
Email: wcurchack@loeb.com
About Wonderwork, Inc.
Wonderwork, Inc., is a charity that has provided grants to fund
more than 220,000 surgeries in just six years. The Debtor filed a
Chapter 11 petition (Bankr. S.D.N.Y. Case No. 16-13607) on Dec. 29,
2016, and is represented by Aaron R. Cahn, Esq., at Carter Ledyard
& Milburn LLP, as counsel; and BDO USA, LLP, as auditor and tax
advisor.
The petition was signed by Brian Mullaney, chief executive
officer.
At the time of filing, the Debtor had $10 million to $50 million in
estimated assets and $10 million to $50 million in estimated
debts.
Jason R. Lilien has been appointed by the Court as Chapter 11
examiner. He hired Loeb & Loeb LLP as his counsel.
ZETTA JET: Scout Aviation Leaves Creditors' Committee
-----------------------------------------------------
New Target Investments Limited has replaced Scout Aviation II, LLC,
as member of the official committee of unsecured creditors in the
Chapter 11 cases of Zetta Jet USA, Inc., and its
debtor-affiliates.
As reported by the Troubled Company Reporter on Oct. 17, 2017,
Peter C. Anderson, U.S. Trustee for the Central District of
California, on Oct. 12 appointed three creditors to serve on the
Committee, which included Scout Aviation.
The committee members now include:
(1) Associated Energy Group, LLC
Attn: Christopher Clementi, Vice President
701 Waterford Way, Suite 490
Miami, FL 33126
Tel: (305) 913-5253
Fax: (305) 262-6080
E-mail: cclementi@aegfuels.com
(2) Festin Management Corp.
Attn: Jimmy Torrey, Manager
2808 NE 1st Avenue
Wilton Manors, FL 3334
Tel: (954) 682-1807
Fax: (954) 337-3227
E-mail: jimt@jimmyjets.net
Counsel:
Klee, Tuchin, Bogdanoff & Stern LLP
Attn: Michael L. Tuchin, Esq., & David M. Guess, Esq.
1999 Avenue of the Starts, 39th Floor
Los Angeles, CA 90067
Tel: (310) 407-4000
Fax: (310) 407-9090
E-mail: dguess@ktbslaw.com
(3) New Target Investments Limited
24/F, AXA Centre
151 Gloucester Road
Wanchai, Hong Kong
Tel: +86 139-1095-2868
Fax: (852) 2726-0372
E-mail: grace@investments.hk
Counsel:
Michael B. Lubic
c/o K&L Gates LLP
10100 Santa Monica Boulevard, Suite 800
Los Angeles, CA 90067
Tel: (310) 552-5030
Fax: (310) 552-5001
E-mail: Michael.lubric@klgates.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.
Festin Management is represented by:
Klee, Tuchin, Bogdanoff & Stern LLP
Attn: Michael L. Tuchin & David M. Guess
1999 Avenue of the Stars, 39th Floor
Los Angeles, CA 90067
Tel: (310) 407-4000
Fax: (310) 407-9090
E-mail: dguess@ktbslaw.com
About Zetta Jet USA, Inc.
Headquartered in Singapore, Zetta Jet claims to be the world's
first truly personalized private airline. Zetta Jet promises to
deliver the ultimate in bespoke luxury experiences to a discerning
clientele with its unique experience that combines the dedicated
Asian service philosophy with the flexibility and 'can-do' spirit
of the U.S., adorned with the glamour of Europe's enduring chic on
its Bombardier fleet with ultra-long range intercontinental
capabilities across the Pacific Rim.
Zetta Jet is a FAA-certificated air carrier and the first only part
135 operator authorized to conduct Polar flights, enabling Zetta
Jet to optimize routes without limitation. The Company has offices
both in Los Angeles and Singapore, and a network of sales and
support offices in New York, London, San Jose, Harbin and
Singapore.
Burbank, California-based Zetta Jet USA, Inc., and its
Singapore-based parent, Zetta Jet Pte. Ltd, filed voluntary
bankruptcy petitions under Chapter 11 of the U.S. Bankruptcy Code
in Los Angeles (Bankr. C.D. Cal. Case No. 17-21386 and 17-21387) on
Sept. 15, 2017.
Zetta Jet PTE and Zetta Jet USA each estimated assets and debt of
$50 million to $100 million.
Levene, Neale, Bender, Yoo & Brill L.L.P, serves as counsel to the
Debtors.
Peter C. Anderson, U.S. Trustee for the Central District of
California, on Oct. 12, 2017, appointed three creditors to serve on
the official committee of unsecured creditors in the Chapter 11
cases of Zetta Jet USA, Inc., and its debtor-affiliates. The
Committee hired Pachulski Stang Ziehl & Jones LLP, as counsel.
Jonathan D. King, the Chapter 11 Trustee of Zetta Jet USA, Inc.,
and its debtor-affiliates, hired DLA Piper LLP (US), as counsel;
and Seabury Corporate Finance LLC and Seabury Securities LLC, as
financial advisor and investment banker.
[^] BOND PRICING: For the Week from November 13 to 17, 2017
-----------------------------------------------------------
Company Ticker Coupon Bid Price Maturity
------- ------ ------ --------- --------
Alpha Appalachia
Holdings Inc ANR 3.250 2.048 8/1/2015
American Eagle Energy Corp AMZG 11.000 1.400 9/1/2019
Amyris Inc AMRS 9.500 62.308 4/15/2019
Amyris Inc AMRS 6.500 58.475 5/15/2019
Appvion Inc APPPAP 9.000 37.000 6/1/2020
Appvion Inc APPPAP 9.000 36.625 6/1/2020
Armstrong Energy Inc ARMS 11.750 15.813 12/15/2019
Armstrong Energy Inc ARMS 11.750 15.750 12/15/2019
Aurora Diagnostics
Holdings LLC / Aurora
Diagnostics
Financing Inc ARDX 10.750 95.500 1/15/2018
Avaya Inc AVYA 10.500 6.125 3/1/2021
Avaya Inc AVYA 10.500 4.963 3/1/2021
BPZ Resources Inc BPZR 6.500 3.017 3/1/2015
BPZ Resources Inc BPZR 6.500 3.017 3/1/2049
Bon-Ton Department
Stores Inc/The BONT 8.000 31.300 6/15/2021
BreitBurn Energy
Partners LP / BreitBurn
Finance Corp BBEP 7.875 6.250 4/15/2022
BreitBurn Energy
Partners LP / BreitBurn
Finance Corp BBEP 8.625 6.250 10/15/2020
BreitBurn Energy Partners
LP / BreitBurn
Finance Corp BBEP 8.625 6.750 10/15/2020
BreitBurn Energy Partners
LP / BreitBurn
Finance Corp BBEP 8.625 6.750 10/15/2020
Buffalo Thunder
Development Authority BUFLO 11.000 40.000 12/9/2022
Cenveo Corp CVO 8.500 21.800 9/15/2022
Cenveo Corp CVO 8.500 20.250 9/15/2022
Chassix Holdings Inc CHASSX 10.000 8.000 12/15/2018
Chassix Holdings Inc CHASSX 10.000 8.000 12/15/2018
Chukchansi Economic
Development Authority CHUKCH 9.750 54.000 5/30/2020
Chukchansi Economic
Development Authority CHUKCH 9.750 53.000 5/30/2020
Claire's Stores Inc CLE 9.000 60.750 3/15/2019
Claire's Stores Inc CLE 8.875 24.004 3/15/2019
Claire's Stores Inc CLE 7.750 10.875 6/1/2020
Claire's Stores Inc CLE 9.000 57.250 3/15/2019
Claire's Stores Inc CLE 9.000 61.250 3/15/2019
Claire's Stores Inc CLE 7.750 10.875 6/1/2020
Cobalt International
Energy Inc CIE 3.125 12.110 5/15/2024
Cobalt International
Energy Inc CIE 2.625 10.000 12/1/2019
Cumulus Media Holdings Inc CMLS 7.750 25.250 5/1/2019
EV Energy Partners LP /
EV Energy Finance Corp EVEP 8.000 51.000 4/15/2019
EXCO Resources Inc XCO 7.500 10.777 9/15/2018
EXCO Resources Inc XCO 8.500 13.540 4/15/2022
Egalet Corp EGLT 5.500 44.500 4/1/2020
Emergent Capital Inc EMGC 8.500 52.815 2/15/2019
Energy Conversion
Devices Inc ENER 3.000 7.875 6/15/2013
Energy Future Holdings Corp TXU 6.500 14.750 11/15/2024
Energy Future Holdings Corp TXU 6.550 14.875 11/15/2034
Energy Future Holdings Corp TXU 9.750 10.125 10/15/2019
Energy Future Intermediate
Holding Co LLC /
EFIH Finance Inc TXU 11.250 36.125 12/1/2018
Energy Future Intermediate
Holding Co LLC /
EFIH Finance Inc TXU 9.750 10.000 10/15/2019
Energy Future Intermediate
Holding Co LLC /
EFIH Finance Inc TXU 11.250 35.875 12/1/2018
FGI Operating Co LLC /
FGI Finance Inc GUN 7.875 14.000 5/1/2020
Fleetwood Enterprises Inc FLTW 14.000 3.557 12/15/2011
GenOn Energy Inc GENONE 9.500 72.250 10/15/2018
GenOn Energy Inc GENONE 9.500 72.250 10/15/2018
GenOn Energy Inc GENONE 9.500 73.000 10/15/2018
Gibson Brands Inc GIBSON 8.875 80.500 8/1/2018
Gibson Brands Inc GIBSON 8.875 82.750 8/1/2018
Global Brokerage Inc GLBR 2.250 38.250 6/15/2018
Goldman Sachs Group Inc/The GS 2.818 99.690 11/30/2017
Guitar Center Inc GTRC 9.625 50.000 4/15/2020
Guitar Center Inc GTRC 9.625 50.000 4/15/2020
Homer City Generation LP HOMCTY 8.137 38.750 10/1/2019
Iconix Brand Group Inc ICON 1.500 85.540 3/15/2018
Illinois Power
Generating Co DYN 6.300 33.625 4/1/2020
Illinois Power
Generating Co DYN 7.000 33.625 4/15/2018
Interactive Network Inc /
FriendFinder
Networks Inc FFNT 14.000 70.267 12/20/2018
IronGate Energy
Services LLC IRONGT 11.000 35.000 7/1/2018
IronGate Energy
Services LLC IRONGT 11.000 35.000 7/1/2018
IronGate Energy
Services LLC IRONGT 11.000 35.000 7/1/2018
IronGate Energy
Services LLC IRONGT 11.000 35.000 7/1/2018
Jack Cooper Holdings Corp JKCOOP 9.250 52.750 6/1/2020
Las Vegas Monorail Co LASVMC 5.500 8.000 7/15/2019
Lehman Brothers
Holdings Inc LEH 4.000 3.326 4/30/2009
Lehman Brothers
Holdings Inc LEH 1.383 3.326 6/15/2009
Lehman Brothers
Holdings Inc LEH 1.600 3.326 11/5/2011
Lehman Brothers
Holdings Inc LEH 2.000 3.326 3/3/2009
Lehman Brothers
Holdings Inc LEH 2.070 3.326 6/15/2009
Lehman Brothers
Holdings Inc LEH 1.500 3.326 3/29/2013
Lehman Brothers
Holdings Inc LEH 5.000 3.326 2/7/2009
Lehman Brothers Inc LEH 7.500 1.226 8/1/2026
Linc USA GP / Linc Energy
Finance USA Inc LNCAU 9.625 1.000 10/31/2017
MF Global Holdings Ltd MF 3.375 28.250 8/1/2018
MModal Inc MODL 10.750 6.125 8/15/2020
Mashantucket Western
Pequot Tribe MASHTU 7.350 18.250 7/1/2026
Midstates Petroleum
Co Inc / Midstates
Petroleum Co LLC MPO 10.750 1.185 10/1/2020
Murray Energy Corp MURREN 11.250 50.994 4/15/2021
Murray Energy Corp MURREN 9.500 46.089 12/5/2020
Murray Energy Corp MURREN 9.500 46.089 12/5/2020
New Gulf Resources LLC/
NGR Finance Corp NGREFN 12.250 2.948 5/15/2019
New Gulf Resources LLC/
NGR Finance Corp NGREFN 12.250 2.948 5/15/2019
New Gulf Resources LLC/
NGR Finance Corp NGREFN 12.250 2.948 5/15/2019
Nine West Holdings Inc JNY 6.125 13.500 11/15/2034
Nine West Holdings Inc JNY 8.250 12.000 3/15/2019
Nine West Holdings Inc JNY 6.875 13.132 3/15/2019
Nine West Holdings Inc JNY 8.250 12.000 3/15/2019
Nortel Networks
Capital Corp NT 7.875 3.562 6/15/2026
OMX Timber Finance
Investments II LLC OMX 5.540 10.250 1/29/2020
Orexigen Therapeutics Inc OREX 2.750 36.000 12/1/2020
Orexigen Therapeutics Inc OREX 2.750 36.000 12/1/2020
PaperWorks Industries Inc PAPWRK 9.500 63.000 8/15/2019
PaperWorks Industries Inc PAPWRK 9.500 75.000 8/15/2019
Powerwave Technologies Inc PWAV 2.750 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 1.875 0.435 11/15/2024
Powerwave Technologies Inc PWAV 3.875 0.435 10/1/2027
Prospect Holding Co LLC /
Prospect Holding
Finance Co PRSPCT 10.250 48.250 10/1/2018
Real Alloy Holding Inc REAALL 10.000 65.250 1/15/2019
Real Alloy Holding Inc REAALL 10.000 62.394 1/15/2019
Renco Metals Inc RENCO 11.500 24.750 7/1/2003
Rex Energy Corp REXX 8.875 46.200 12/1/2020
Rolta LLC RLTAIN 10.750 26.500 5/16/2018
SAExploration Holdings Inc SAEX 10.000 43.140 7/15/2019
SandRidge Energy Inc SD 7.500 2.081 2/15/2023
Sears Holdings Corp SHLD 8.000 55.000 12/15/2019
Sears Holdings Corp SHLD 6.625 77.489 10/15/2018
Sears Holdings Corp SHLD 6.625 77.489 10/15/2018
SunEdison Inc SUNE 2.375 2.125 4/15/2022
SunEdison Inc SUNE 0.250 2.125 1/15/2020
SunEdison Inc SUNE 2.750 2.125 1/1/2021
SunEdison Inc SUNE 2.625 2.125 6/1/2023
SunEdison Inc SUNE 3.375 2.125 6/1/2025
TMST Inc THMR 8.000 19.000 5/15/2013
Talos Production LLC /
Talos Production
Finance Inc TALPRO 9.750 73.875 2/15/2018
Talos Production LLC /
Talos Production
Finance Inc TALPRO 9.750 73.875 2/15/2018
TerraVia Holdings Inc TVIA 5.000 4.900 10/1/2019
Toys R Us - Delaware Inc TOY 8.750 32.650 9/1/2021
Toys R Us Inc TOY 7.375 33.250 10/15/2018
UCI International LLC UCII 8.625 4.512 2/15/2019
Vanguard Operating LLC VNR 8.375 17.500 6/1/2019
Walter Energy Inc WLTG 9.875 0.834 12/15/2020
Walter Energy Inc WLTG 8.500 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 4.500 4.912 11/1/2019
iHeartCommunications Inc IHRT 10.000 63.692 1/15/2018
iHeartCommunications Inc IHRT 6.875 51.129 6/15/2018
*********
Monday's edition of the TCR delivers a list of indicative prices
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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.
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