/raid1/www/Hosts/bankrupt/TCR_Public/171211.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, December 11, 2017, Vol. 21, No. 344
Headlines
2301 INVESTORS: Intends to File Chapter 11 Plan by March 2018
2525 INVESTORS: Needs More Time to Implement Exit Strategy
3801 HARLEM ROAD: Hires Baumeister Denz as Counsel
419 SW 2ND AVENUE: Taps Advantage Law Group as New Legal Counsel
471 HAWORTH: Exclusive Plan Filing Period Moved to Nov. 30
ABACUS INVESTMENT: Case Summary & 2 Unsecured Creditors
ABENGOA KANSAS: Reopening Evidentiary Record Not Necessary
ADIRONDACK AUTO: Hearing on Plan Outline Approval Set for Dec. 20
ADVANCED EDUCATIONAL: Hires Baumeister Denz as Counsel
ADVANCED RETAIL: Intends to File Chapter 11 Plan by Mid-April 2018
ADVANCED VASCULAR: Taps Robert Lampl as Legal Counsel
AEI WINDDOWN: Hires Kurtzman Carson as Administrative Advisor
AIRPORT ROAD MINING: Hires Brad Belt as Mining Operation Expert
AIRPORT ROAD MINING: Hires Premier Loss as Mining Safety Expert
ALEXANDER ROESER: Guptas Buying Tampa Homestead for $800K
ANDERSON SHUMAKER: Exclusive Plan Filing Extended to Dec. 29
APOLLO MEDICAL: Has Reoffer Prospectus of 524,689 Common Shares
AQGEN ASCENSUS: S&P Alters Outlook to Negative Amid New Debt
ASSIST-MED INC: Court Allows EBF, Accord Claims as Unsecured Claims
ATM MIRROR: Unsecured Creditors Will Get 20% in 20 Quarterly Sums
AUTO INC: IRS Claims Reduced to $176K Under the New Plan
AUTODATA INC: S&P Assigns 'B-' CCR on Proposed Shareholder Returns
AVALON CARE: Asks Court to OK Disclosures; Plan Hearing on Jan. 29
AVALON CARE: Taps Piercy Bowler, Appoints M. Hashimoto as CRO
BADLANDS ENERGY: Sale of All Badlands Energy-Utah Assets Approved
BARTLETT MANAGEMENT: Hires Silverman Consulting as CRO
BARTLETT MANAGEMENT: Hires Valenti Florida as Financial Advisor
BESTWALL LLC: Asbestos Claimants Panel Taps HSSM, JDT as Counsel
BILL BARRETT: Holds Conference Call to Discuss Planned Merger
BLUE LIGHT CAPITAL: Hearing on Disclosures Approval Set for Jan. 17
BLUE STAR: Regency Cab Buying All Operating Assets for $750K
BMC MERGER: Moody's Assigns B2 Corporate Family Rating
BOSTON HOSPITALITY: Emily Buying 3 Restaurant Businesses for $1.4M
BOWMAN DAIRY: Taps Lingle Real Estate as Broker
BRYAN DEARASAUGH: Summey Buying Conway Property for $92K
C SWANK ENTERPRISES: Bravo Charlie to Pay First Commonwealth Bank
CALPINE CONSTRUCTION: S&P Rates $1BB Sr. Secured Term Loan 'BB'
CAMBRIDGE REALTY: Sale of Wall Property to Kogan for $1.8M Approved
CARDIAC CONNECTIONS: Committee Hires Pierce McCoy as Counsel
CARL WEBER GREEN: Taps Giordano Halleran as Legal Counsel
CASCADE ACCEPTANCE: Trustee Hires Bachecki Crom as Accountant
CASHMAN EQUIPMENT: Sale of JMC 180 Barge to Beyel Brothers Approved
CASHMAN EQUIPMENT: Taps Saunders & Saunders as Special Counsel
CC CARE LLC: Hires Burke Warren as Bankruptcy Counsel
CENTRAL GARDEN: Moody's Assigns B1 Rating to $300MM Unsec. Notes
CENTRAL GARDEN: S&P Rates New $300MM Unsecured Notes 'BB-'
CHILDRESS GATEWAY: City To Be Paid Over 5 Yrs., 4% Per Annum
CHLOE OX: Moody's Assigns B2 CFR & 1st Lien Debt Rating
CHLOE OX: S&P Assigns 'B' Corp. Credit Rating, Outlook Stable
CHOWDER GAS: Case Summary & List of Unsecured Creditors
CITGO PETROLEUM: S&P Places 'B-' CCR on Watch Developing
CITY THEATER: Sale of Hagerstown Property Under Modified Plan OK'd
CITYGOLF: Latest Plan to Pay IRS Claims in Full in 5 Years
CLAIRE'S STORES: Swings to $15.5 Million Net Loss in Third Quarter
COASTAL STAFFING: Seeks to Hire Ordinary Course Professionals
COPSYNC INC: Court Approves Sale Transaction to Kologik Capital
CORRECT CLAIM: Hires Atkinson Law as Counsel
COVEY PARK: Proposed Add-on Notes No Impact on Moody's B2 CFR
COVEY PARK: S&P Affirms 'B' CCR, Outlook Still Stable
CSM BAKERY: S&P Affirms 'CCC+' CCR on Improved Liquidity
DATA COOLING: Sale of All Thermotech Assets to J&J for $1.7M Okayed
DAVITA INC: Moody's Affirms Ba2 CFR; Outlook Stable
DOGGY CARE OF HOBOKEN: Taps Kotulak & Company as Accountant
DOGGY CARE: Taps Kotulak & Company as Accountant
DOWLING COLLEGE: Jan. 31 Auction Date Set for Bankruptcy Sale
EMC GROUP: Taps Noble Law Firm as Legal Counsel
EURODOORS WHOLESALE: Taps Alla Kachan as Legal Counsel
EXCHANGE AVENUE: Taps Forshey & Prostok as Legal Counsel
EXGEN TEXAS: Seeks to Tap FTI Consulting, Appoint David Rush as CRO
EXGEN TEXAS: Taps Kurtzman Carson as Administrative Advisor
EXGEN TEXAS: Taps Scotia Capital as Investment Banker
FANNIE MAE & FREDDIE MAC: Jeb Hensarling Wants to Derail Any Reorg
FARGO TRUCKING: Taps Haberbush & Associates as Legal Counsel
FIRST FLIGHT LIMITED: Hires Ridberg Aronson as Special Counsel
FM 544 PARK: Trustee Selling 32-Acre Collin County Land for $4.5M
FOX RUN: Gets Approval to Hire Hoffman Larin as Legal Counsel
FRANCHISE SERVICES: Exclusive Plan Filing Deadline Moved to Feb. 21
FRASIER MEADOWS: Fitch Rates Series 2017B Revenue Bonds 'BB+'
FREEDOM MORTGAGE: Fitch Rates $435MM Unsecured Debt 'B/RR5'
GENERAL AERONAUTICS: Taps Durham Jones as Legal Counsel
GEO SPECIALTY: Bankr. Court Rejects Bid to Reopen Chapter 11 Case
GREEN CUBE: Taps DelBello Donnellan as Legal Counsel
GREENE AVENUE: Taps Rosen Kantrow as Legal Counsel
GREENLIGHT ORGANIC: Exclusive Plan Filing Period Moved to May 21
GREGORY APANOWICZ: Sale of Interest in Fairmont Property Approved
H MELTON VENTURES: Hires Wiley Law Group as Counsel
HI-CRUSH PARTNERS: S&P Lowers $200MM Secured Debt Rating to 'B-'
HOLLYWOOD ONE: Sale of Aberdeen Condo Unit 201 for $160K Approved
HOOPER HOLMES: Prepares Slide Presentation for Investor Meetings
HUMANIGEN INC: Enrolls 1st Patient in ifabotuzumab Clinical Trial
HUMANIGEN INC: Warns it May File for Bankruptcy Protection
ICAHN ENTERPRISES: Moody's Rates $750MM Senior Unsecured Notes Ba3
ILLINOIS STAR: Exclusive Plan Filing Period Extended Through Jan. 2
INFINITE HOLDINGS: Taps Wilner Ash as Accountant
INNOVATIVE XCESSORIES: Moody's Affirms B2 CFR; Outlook Stable
INNOVATIVE XCESSORIES: S&P Affirms 'B' Term Loan Rating Amid Add-on
J. COPELLO INTERNATIONAL: Taps Goodman as Special Counsel
JAMES DEZAO: Chung & Chen Buying Montville Property for $1.3M
JARRETT HOUSE: Seeks to Hire NC Mountain as Realtor
KANSAS CITY INTERNAL: Statland Bid to Open Dec. 8 Auction of Assets
KENDALL LAKE: Taps Sun City as New Condominium Manager
KITTUSAMY LLP: Unsecureds to Recover 12% Under Plan
L & E RANCH: Seeks Court Okay to Hire ASI as Financial Advisor
LAFFITE'S HARBOR: Taps Fisher & Associates as Legal Counsel
LAST FRONTIER: Disclosures Inaccurate, Budtime Forest Says
LAURA ELSHEIMER: Taps Stephan Real Estate as Real Estate Broker
LEXINGTON HOSPITALITY: Court Conditionally OKs Disclosures
LIFSCHULTZ ESTATE: LSF9 Buying Larchmont Propty for $12M Credit Bid
LOCATIONS IX: Taps Menna Law Firm as Legal Counsel
LOMBARD PUBLIC: Eligible for Chapter 11 Bankruptcy Relief, Ct. Says
LUV-IT FROZEN: Unsecureds to Recoup 10% Under Plan
MANUS SUDDRETH: Trustee Proposes Three Inventory Auctions
MAYBELLE BEVERLY: Seeks to Retain David Addison as Trustee
MESAW LLC: Taps Kotulak & Company as Accountant
METRO DEVELOPMENT: Taps Gleichenhaus Marchese as Legal Counsel
MISSOURI CITY FUNERAL: Taps Pope Law Firm as Legal Counsel
MOUNTAIN CREEK RESORT: Exclusive Plan Filing Extended to Jan. 22
MRI INTERVENTIONS: Provides Updated Investor Presentation
MULTICARE HOME: Taps Joyce W. Lindauer as Counsel
NASSAU DEVELOPMENT: Creditor Counsel's Charging Lien Bid Nixed
NEOVASC INC: Reducer Featured in Live Case at ICI 2017
OCALA PETROLEUM: Taps ChildersLaw as Legal Counsel
OI BRASIL: Dutch Proceeding Not "Foreign Main Proceeding," Ct. Says
OI COOP: Aurelius Capital Issues Statement on Chapter 15 Ruling
OTS CAPITAL: Exclusive Plan Filing Extended to March 10
P & L GAS: Harris County's Claim To Be Paid at 12% Per Annum
PACKARD SQUARE: Concurrences for Reconsideration Bids Stricken
PACKARD SQUARE: Dismissal of Bankruptcy Case Remains, Ct. Rules
PACKARD SQUARE: Renewed Bid to Obtain Post-Petition Financing Nixed
PALOMAR HEALTH: Fitch Rates 2017 $153.29MM Revenue Bonds 'BB+'
PASSAGE HEALTHCARE: Stay Not Applicable to Welltower Lease
PEEKAY ACQUISITION: Plan Confirmed, Declared Effective
PEEKAY BOUTIQUES: SSG Acted as Investment Banker in Asset Sale
PELLERIN ENERGY: Sale of Business Assets for $195K Credit Bid OK'd
PERFORMANCE SPORTS: Files Chapter 11 Plan Supplement
PHOENIX OF TENNESSEE: Asset Auction Scheduled for Dec. 21
PHYSICAL PROPERTY: Voluntarily Delists Common Shares
PIONEER HEALTH: Sale of All Medicomp Assets to EnduraCare Approved
PIONEER HEALTH: Taps Lefoldt & Co., Appoint CRO & CFO
PJ ROSALY: Court Grants Bid to Reject Union de Tronquistas CBA
POWER EFFICIENCY: Provides Updates & Retains Financial Advisor
PRESIDIO LLC: S&P Affirms 'B+' Senior Secured Debt Rating
PROPERTY RENTAL: Taps Charles A. Cuprill as Legal Counsel
PROPERTY RENTAL: Taps Luis R. Carrasquillo as Financial Consultant
PROTEA BIOSCIENCES: Taps Compass Advisory as CRO
PUERTO RICO: Judge R. Colton Appointed as Judicial Mediator
QUADRANT 4: Sale of All Assets of Stratitude to JA for $1.7M Okayed
QUEST RARE: Obtains Fifth Extension to Delay BIA Proposal Filing
R CARRIER TRUCKING: Has Until Jan. 10 to File Plan, Disclosures
RJR TOWING: Seeks Jan. 11 Exclusive Plan Period Extension
RLE INDUSTRIES: Taps Davis Ward as Accountant
ROBERT R. LAPORTA: Wells Fargo's Property Sale Void, Court Rules
ROSETTA GENOMICS: Adjourns Its Annual Meeting to December 13
ROYAL T ENERGY: Taps Eric A. Liepins as Legal Counsel
RUPARI HOLDINGS: Has Court OK to Reject Separation Agreements
S. MURPHY ENTERPRISES: Has Until Jan. 29 to File Plan, Disclosures
S.B.R.S. INC: Case Summary & 2 Unsecured Creditors
SBRS INC: Taps Michael Jay Berger as Legal Counsel
SCHUMACHER GROUP: S&P Alters Outlook to Neg. on Operating Weakness
SEADRILL LIMITED: Committee Taps Machado as Brazilian Counsel
SENIOR HOUSING: Moody's Affirms (P)Ba1 Pref. Stock Shelf Rating
SEQUA CORP: Term Loan Repricing No Impact on Fitch's 'B-' IDR
SHERIDAN II: Moody's Hikes CFR to Caa2 on Reduced Default Risk
SHIRAZ HOLDINGS: Seeks to Hire Ten-X as Auctioneer
SIXTY ONE SIXTY: Taps Hoffman Larin as Legal Counsel
SIXTY SIXTY CONDO: Bank of America To Be Paid $20,000 Under Plan
SOLBRIGHT GROUP: AIP Asset Mgt. Group Has 20.8% Stake
SOTHEBY'S: Moody's Rates Proposed $400MM Senior Unsecured Notes Ba3
SOTHEBY'S: S&P Rates $400MM Unsecured Notes Due 2025 'B+'
SOUTHWESTERN ENERGY: Fitch Affirms 'BB' LT Issuer Default Rating
SWAGAT HOTELS: Sale of McHenry Property to 2704 for $1.3M Approved
TALLGRASS ENERGY: Add-on Notes Offer No Impact on Moody's Ba2 CFR
TAMARA HOME: Taps Rivera-Velez as New Legal Counsel
TANGELO GAMES: Satisfies Conditions to Waiver & Amendment
THINK FINANCE: Committee Taps Teneo Capital as Financial Advisor
TIFARO GROUP: Unsecureds to Recoup 75% Under Plan
TK HOLDINGS: Unsecured Creditors' Recovery Under Plan Unknown
TLA TANNING: Sale of Buford Business Assets to Jones for $15K OK'd
TOYS R US: Commitments Under Tru Taj Facility Reduced to GBP115MM
TRIBE BUYER: S&P Affirms 'B' Rating on $90MM 1st Lien Debt Add-On
TS WAXAHACHIE: Jan. 11 Plan Confirmation Hearing
UNIFIED CLEANING: Taps Estabrook & Company as Accountant
VENOCO LLC: Sale of 253 Acres of Solano Land to Pacific Gas Okayed
VENOCO LLC: Sale of Interests in Plant & Station Assets for $4M OKd
VENOCO LLC: Sale of Oil County Tubular Goods to JD for $548K Okayed
VHI INC: Taps Odin Feldman as Legal Counsel
VISIONS REAL ESTATE: Seeks to Hire Setton Realty to Sell Property
VITAMIN WORLD: Fee Examiner Taps Bayard as Legal Counsel
VSC-5 LLC: Taps Ciardi Ciardi as Legal Counsel
W & W LLC: Unsecureds to Get $10 Per Month Under Plan
WALTER INVESTMENT: S&P Cuts CCR to 'D' on Chapter 11 Bankruptcy
WESTINGHOUSE ELECTRIC: Wants Plan Filing Extended to March 13
WESTINGHOUSE ELECTRIC: WCIDC Buying Sewickley Property for $2M
WHOLELIFE PROPERTIES: Trustee's Sale of McKinney Property Approved
WOODBRIDGE GROUP: Silver Law Firm Initiates Probe After Bankruptcy
WOODBRIDGE GROUP: Wins Approval of First Day Motions
ZENITH ENERGY: Moody's Assigns B2 Corporate Family Rating
ZONE 5 INC: Taps Englert Coffey as Special Counsel
[*] Kleinberg Discusses Bankruptcy Code Safe Harbor Clawback Issue
[^] BOND PRICING: For the Week from Dec. 4 to 8, 2017
*********
2301 INVESTORS: Intends to File Chapter 11 Plan by March 2018
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2301 Investors, LP, asks the U.S. Bankruptcy Court for the Eastern
District of Pennsylvania for a 60-day extension of the period
during which only the Debtor may file a plan of reorganization
through March 20, 2018, including the period during which the
Debtor may solicit acceptances of a plan through May 20, 2018.
The Debtor owns a parcel of real estate located in Philadelphia
which is subject to certain disputed real estate tax claims. During
the period preceding the Petition Date, the Debtor attempted
unsuccessfully to resolve the tax issues with the City.
Since the Petition Date, the Debtor and its counsel have been
working to implement an exit strategy under a plan of
reorganization. In this regard, the Debtor is negotiating with a
well-known real estate developer in the Philadelphia region to
enter into a joint venture or similar arrangement to redevelop the
Property.
While more time is required to finalize an agreement with the
development partner and to finalize both an agreement of sale and a
plan of reorganization, the Debtor is optimistic that the
transaction documents will be completed by the spring of 2018.
Accordingly, the Debtor is requesting an extension of the
exclusivity periods.
The Debtor asserts that an extension of the Exclusivity Periods
will facilitate the Debtor's ability to finalize that process for
the benefit of its creditors and, if successful, transform the
Property from its current status as an unused former industrial
site to an income-generating mixed use project.
About 2301 Investors, LP and 2525 Investors, LP
2301 Investors, L.P., is a partnership created in 2011 for the
purpose of acquiring the property at 2301 Hunting Park Avenue,
Philadelphia, PA. 2301 Investors is a limited partnership between
Dean Ciafiero, DTC Corporation and Hunting Fox GP I.
A scheduled sheriff sale for delinquent real estate taxes and water
bills prompted 2301 Investors' Chapter 11 filing (Bankr. E.D. Pa.
Case No. 15-14255) on June 17, 2015.
2525 Investors, LP also filed a Chapter 11 bankruptcy petition
(Bankr. E.D. Penn. Case No. 16-10960) on February 15, 2016.
On September 19, 2017, 2301 Investors, LP and 2525 Investors, LP
filed separate chapter 11 petitions (Bankr. E.D. Pa. Case Nos.
17-16416 and 17-16415, respectively), disclosing assets and
liabilities under $50,000. The petitions were signed by Dean
Cafiero, president of general partner. The Hon. Magdeline D.
Coleman presides over these cases.
The Debtors are represented by Jeffrey Kurtzman, Esq., at Kurtzman
Steady LLC, in Philadelphia, Pennsylvania.
2525 INVESTORS: Needs More Time to Implement Exit Strategy
----------------------------------------------------------
2525 Investors, LP, asks the U.S. Bankruptcy Court for the Eastern
District of Pennsylvania to extend the period during which the
Debtor has the exclusive right to file a plan of reorganization for
approximately 60 days through March 20, 2018, as well as the period
during which the Debtor has the exclusive right to solicit
acceptances of plan through May 20, 2018.
The Debtor owns a parcel of real estate located in Philadelphia
which is subject to certain disputed real estate tax claims. During
the period preceding the Petition Date, the Debtor attempted
unsuccessfully to resolve the tax issues with the City.
Since the Petition Date, the Debtor and its counsel have been
working to implement an exit strategy under a plan of
reorganization. In this regard, the Debtor is negotiating with a
well-known real estate developer in the Philadelphia region to
enter into a joint venture or similar arrangement to redevelop the
Property. While more time is required to finalize an agreement with
the development partner and to finalize both an agreement of sale
and a plan of reorganization, the Debtor is optimistic that the
transaction documents will be completed by the spring of 2018.
Accordingly, the Debtor is requesting an extension of the
exclusivity periods.
The Debtor asserts that an extension of the Exclusivity Periods
will facilitate the Debtor's ability to finalize that process for
the benefit of its creditors and, if successful, transform the
Property from its current status as an unused former industrial
site to an income-generating mixed use project.
About 2301 Investors, LP and 2525 Investors, LP
2301 Investors, L.P., is a partnership created in 2011 for the
purpose of acquiring the property at 2301 Hunting Park Avenue,
Philadelphia, PA. 2301 Investors is a limited partnership between
Dean Ciafiero, DTC Corporation and Hunting Fox GP I.
A scheduled sheriff sale for delinquent real estate taxes and water
bills prompted 2301 Investors' Chapter 11 filing (Bankr. E.D. Pa.
Case No. 15-14255) on June 17, 2015.
2525 Investors, LP also filed a Chapter 11 bankruptcy petition
(Bankr. E.D. Penn. Case No. 16-10960) on February 15, 2016,
disclosing under $1 million in both assets and liabilities.
On September 19, 2017, 2301 Investors, LP and 2525 Investors, LP
filed separate chapter 11 petitions (Bankr. E.D. Pa. Case Nos.
17-16416 and 17-16415, respectively), disclosing assets and
liabilities under $50,000. The petitions were signed by Dean
Cafiero, president of general partner. The Hon. Magdeline D.
Coleman presides over these cases.
The Debtors are represented by Jeffrey Kurtzman, Esq., at Kurtzman
Steady LLC, in Philadelphia, Pennsylvania.
3801 HARLEM ROAD: Hires Baumeister Denz as Counsel
--------------------------------------------------
3801 Harlem Road, LLC, seeks authority from the U.S. Bankruptcy
Court for the Western District of New York to employ Baumeister
Denz, LLP, as counsel to the Debtor.
3801 Harlem Road requires Baumeister Denz to:
-- render legal services, as needed throughout the course
of Chapter 11 proceedings; and
-- represent and assist the Debtor in carrying out its
duties as debtor in possession pursuant to the Code.
Baumeister Denz will be paid at the hourly rate of $300.
Prior to filing the Petition, the Debtor tendered the sum of $5,783
to Baumeister Denz for legal fees incurred prior to the
commencement of the Chapter 11 proceeding and that may be incurred
by the Debtor in connection with this proceeding.
Baumeister Denz will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Arthur G. Baumeister, Jr., partner of Baumeister Denz, LLP, assured
the Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.
Baumeister Denz can be reached at:
Arthur G. Baumeister, Jr., Esq.
BAUMEISTER DENZ, LLP
174 Franklin Street, Suite 2
Buffalo, NY 14202
Tel: (716) 852-1300
About 3801 Harlem Road, LLC
3801 Harlem Road LLC, filed a Chapter 11 bankruptcy petition
(Bankr. W.D.N.Y. Case No. 17-12539) on November 29, 2017,
disclosing under $1 million in both assets and liabilities. The
Debtor is represented by Arthur G. Baumeister, Jr., Esq., at
Baumeister Denz, LLP.
419 SW 2ND AVENUE: Taps Advantage Law Group as New Legal Counsel
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419 SW 2nd Avenue, LLC, seeks approval from the U.S. Bankruptcy
Court for the Southern District of Florida to hire Advantage Law
Group P.A. as its new legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; negotiate with creditors in the preparation of a
bankruptcy plan; and provide other legal services related to its
Chapter 11 case. Advantage Law Group will replace the Law Offices
of Kristy Qiu, P.A.
Stan Riskin, Esq., the attorney who will be handling the case,
disclosed in a court filing that he and his firm do not represent
any interest adverse to the Debtor or its estate.
The firm can be reached through:
Stan Riskin, Esq.
Advantage Law Group P.A.
20801 Biscayne Blvd., Suite 506
Aventura, FL 33180
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.
471 HAWORTH: Exclusive Plan Filing Period Moved to Nov. 30
----------------------------------------------------------
The Hon. Stacey L. Meisel of the U.S. Bankruptcy Court for the
District of New Jersey has entered an order extending 471 Haworth
Ave., LLC's exclusive period to file a Plan to November 30, 2017.
As reported by the Troubled Company Reporter on November 3, 2017,
the Debtor asked for exclusivity extension, anticipating that it
will be able to obtain a contract for sale of the Property located
at 471 Haworth Avenue, Haworth, New Jersey 07641 in the near future
and that the sale will resolve all outstanding obligations. The
Debtor had listed the Property for sale at a list price exceeding
the liens on the Property with an appointed realtor.
The Debtor assured the Court that it is current in the filing of
all Monthly Operating Reports and payment of any quarterly fees or
will become current in the immediate future.
The Debtor maintained that it is more likely than not that the
Company's Small Business Plan, as may be modified, will be
confirmed within a reasonable period of time.
As of Dec. 11, no plan has been filed by the Debtor.
About 471 Haworth Avenue
471 Haworth Avenue, LLC, is a single-asset real estate LLC in the
Chapter 11 case within the meaning of Bankruptcy Code. It owns the
Property at 471 Haworth Ave., Haworth, New Jersey 07641.
471 Haworth Avenue sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. N.J. Case No. 17-10165) on Jan. 4, 2017.
The petition was signed by Richard Rotonde, member.
The case is assigned to Judge Stacey L. Meisel.
Justin M Gillman, Esq., at Gillman & Gillman, serves as the
Debtor's counsel. The Debtor tapped Terrie O'Connor Realtors to
market and sell the Debtor's property located at 471 Haworth Ave.,
Haworth, New Jersey.
At the time of the filing, the Debtor disclosed $2.10 million in
assets and $1.46 million in liabilities.
No trustee or examiner has been appointed in Debtor's case, and no
Creditors' Committee has been formed.
ABACUS INVESTMENT: Case Summary & 2 Unsecured Creditors
-------------------------------------------------------
Debtor: Abacus Investment Group, Inc.
1115 Shadow Court
Auburn, CA 95602
Type of Business: Abacus Investment's principal assets are located
at Hillsborough & Pinellas County, Tampa, FL
33606. Herb Miller owns 100% of the company's
common stock. The company was founded in 2010.
Chapter 11 Petition Date: December 9, 2017
Case No.: 17-10224
Court: United States Bankruptcy Court
Middle District of Florida (Tampa)
Debtor's Counsel: Joel S Treuhaft, Esq.
PALM HARBOR LAW GROUP, P.A.
2997 ALT 19 STE B
Palm Harbor, FL 34683-1907
Tel: 727-797-7799
Fax: 727-213-6933
E-mail: jstreuhaft@yahoo.com
Total Assets: $1.74 million
Total Liabilities: $3.89 million
Donna Steenkamp, chief financial officer, signed the petition.
A full-text copy of the petition, along with a list of 11 unsecured
creditors, is available for free at
http://bankrupt.com/misc/flmb17-10224.pdf
ABENGOA KANSAS: Reopening Evidentiary Record Not Necessary
----------------------------------------------------------
Judge Robert E. Nugent of the U.S. Bankruptcy Court for the
District of Kansas entered an order denying the Missouri
Liquidating Trustee's motion to reopen the evidentiary record on
the confirmation hearing held Oct. 25-26, 2017, to admit into
evidence an intercompany demand note dated August 19, 2008, between
Abengoa Bioenergy Biomass of Kansas, LLC, and Abengoa Bioenergy
Company, LLC, allegedly discovered on Nov. 17, 2017, and purporting
to evidence ABC's intercompany loans to ABBK that are the basis for
ABC's $55 million claim. The MLT's motion seeking an expedited
hearing on the motion to reopen is also denied.
The Court has reviewed MLT's Motion, the accompanying declarations
of Timothy Daileader and counsel David Dunn, the subject 2-page
ABBK promissory note, and the objections of ABBK and the Unsecured
Creditors Committee filed on Dec. 2017. The Court concludes that an
expedited hearing on MLT's Motion is unnecessary and that it can
rule on the Motion based upon the parties' written submissions.
MLT's request to reopen simply delays the Court's determining
whether ABBK's liquidating plan should be confirmed. This
straightforward liquidating chapter 11 case has already been
complicated by MLT's last-minute proposal of a competing plan the
creditors soundly rejected, voluminous and contentious discovery,
and MLT's failed attempt to disqualify one of debtor's counsel on
the eve of trial. Since the confirmation trial, the MLT has sought
to disqualify all of debtor's attorneys. Had MLT devoted a fraction
of the time it spent on these efforts to examining the Jones laptop
that it had for more than two months before trial, this piece of
"highly relevant" evidence might have surfaced before trial. That
MLT didn't do that is no reason to reopen the evidentiary record.
A full-text copy of Judge Nugent's Order dated Dec. 7, 2017 is
available at:
http://bankrupt.com/misc/ksb16-10446-1216.pdf
About Abengoa Bioenergy Biomass of Kansas
Three subcontractors asserting disputed state law lien claims
against Abengoa Bioenergy Biomass of Kansas, LLC filed on March 23,
2016, an involuntary petition to place the Company in bankruptcy
under Chapter 7 of the Bankruptcy Code. The case was converted to
a case under Chapter 11 of the Bankruptcy Code (Bankr. D. Kan. Case
No. 16-10446) on April 8, 2016.
In April 2016, Chief Bankruptcy Judge Robert E. Nugent denied the
request of Abengoa Kansas to transfer its case to the Bankruptcy
Court for the District of Delaware where cases involving its
indirect parent companies and other affiliates are pending. Judge
Nugent said the facts and unique circumstances surrounding Abengoa
Kansas and its known creditors do not warrant transferring the
case.
Abengoa Kansas hired Armstrong Teasdale LLP, and DLA Piper LLP (US)
as counsel.
Petitioning creditor Brahma Group, Inc. is represented by Martin
Pringle Oliver Wallace & Bauer. Petitioning creditors CRB Builders
LLC and Summit Fire Protection Co. are represented by Horn Aylward
& Bandy LLC.
The official committee of unsecured creditors is represented in the
Kansas bankruptcy case by Baker & Hostetler LLP and Cosgrove, Webb
& Oman.
On April 14, 2017, the Debtor filed a disclosure statement, which
explains its proposed Chapter 11 plan of liquidation.
On July 19, 2017, Drivetrain LLC filed a disclosure statement
explaining its proposed plan of liquidation for the Debtor.
Drivetrain is the liquidating trustee appointed pursuant to the
plans of liquidation approved in the Chapter 11 cases of the
Debtor's affiliates in St. Louis, Missouri.
ADIRONDACK AUTO: Hearing on Plan Outline Approval Set for Dec. 20
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The Hon. Robert E. Littlefield, Jr., of the U.S. Bankruptcy Court
for the Northern District of New York has scheduled for Dec. 20,
2017, at 10:30 a.m. the hearing to consider the approval of
Adirondack Auto Brokers, Inc.'s disclosure statement dated
referring to the Debtor's Chapter 11 plan.
Objections to the Disclosure Statement must be filed no later than
seven days prior to the hearing.
Headquartered in Clifton Park, New York, Adirondack Auto Brokers,
Inc., filed for Chapter 11 bankruptcy protection (Bankr. N.D.N.Y.
Case No. 17-10562) on March 30, 2017, estimating its assets at
between $100,001 and $500,000 and its liabilities at between
$500,001 and $1 million. Richard H. Weiskopf, Esq., at The
Delorenzo Law Firm serves as the Debtor's bankruptcy counsel.
ADVANCED EDUCATIONAL: Hires Baumeister Denz as Counsel
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Advanced Educational Products, Inc., seeks authority from the U.S.
Bankruptcy Court for the Western District of New York to employ
Baumeister Denz, LLP, as counsel to the Debtor.
Advanced Educational needs the firm to:
-- render legal services, as needed throughout the course
of the Chapter 11 proceedings; and
-- represent and assist the Debtor in carrying out its
duties as debtor in possession pursuant to the
Bankruptcy Code.
Baumeister Denz will be paid at the hourly rate of $300.
Prior to filing the Petition, the Debtor tendered the sum of
$26,500 to Baumeister Denz for legal fees incurred prior to the
commencement of the Chapter 11 proceeding.
Baumeister Denz will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Arthur G. Baumeister, Jr., partner of Baumeister Denz, LLP, assured
the Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.
Baumeister Denz can be reached at:
Arthur G. Baumeister, Jr., Esq.
BAUMEISTER DENZ, LLP
174 Franklin Street, Suite 2
Buffalo, NY 14202
Tel: (716) 852-1300
E-mail: abaumeister@bdlegal.net
About Advanced Educational Products, Inc.
Based in Buffalo, New York, Advanced Educational Products, Inc. --
http://www.aepbooks.com/-- is a HUBZone Certified Small Business
Concern and New York State contractor offering book and multimedia
acquisition services to public and private institutions worldwide.
Established in 1992, the company offers a comprehensive suite of
fulfillment services tailored to meet the needs of government and
institutional customers and their unique ordering and reporting
requirements. The company's gross revenue amounted to $16.32
million in 2016 and $16.87 million in 2015.
Advanced Educational Products, Inc., based in Buffalo, NY, filed a
Chapter 11 petition (Bankr. W.D.N.Y. Case No. 17-12576) on December
4, 2017. The Hon. Carl L. Bucki presides over the case. Arthur G.
Baumeister, Jr., Esq., at Baumeister Denz, LLP, serves as
bankruptcy counsel.
In its petition, the Debtor estimated $2.18 million in assets and
$6.54 million in liabilities. The petition was signed by Kenneth A.
Pronti, president.
ADVANCED RETAIL: Intends to File Chapter 11 Plan by Mid-April 2018
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Advanced Retail Solutions, Inc., asks the U.S. Bankruptcy Court for
the Northern District of Georgia to extend its exclusivity period
to file a Plan of Reorganization for an additional 90 days through
April 18, 2018, as well as its solicitation deadline through May
18, 2018.
The Court will hold a hearing on the Debtor's Motion on December
18, 2018 at 2:00 p.m.
Pursuant to an order entered on October 19, 2017, the Debtor's
exclusivity period and solicitation deadline are slated to expire
on January 18, 2018 and February 17, 2018, respectively. However,
the Debtor is still attempting to negotiate a plan with its major
creditors.
About Advanced Retail Solutions Inc.
Advanced Retail Solutions, Inc. is a privately held company in Ball
Ground, Georgia, which is engaged in retail trade consulting.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Ga. Case No. 17-60948) on June 22, 2017. Michael
P. Reyes, its president and CEO, signed the petition.
At the time of the filing, the Debtor estimated its assets and
debts at $1 million to $10 million.
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Advanced Retail Solutions, Inc.
as of July 26, according to the court docket.
ADVANCED VASCULAR: Taps Robert Lampl as Legal Counsel
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Advanced Vascular Resources of Johnstown, LLC, seeks approval from
the U.S. Bankruptcy Court for the Western District of Pennsylvania
to hire Robert O Lampl Law Office as its legal counsel.
The firm will assist the Debtor in the administration of its
bankruptcy estate and will provide other legal services related to
its Chapter 11 case.
The firm's hourly rates are:
Robert O Lampl $450
John Lacher $400
David Fuchs $375
Ryan Cooney $350
Sy Lampl $200
Paralegal $150
Neither Mr. Lampl nor anyone from his firm has any connection with
the Debtor or represents any interest adverse to the Debtor,
according to court filings.
The firm can be reached through:
Robert O Lampl, Esq.
Robert O Lampl Law Office
Benedum Trees Building
223 Fourth Avenue, 4th Floor
Pittsburgh, PA 15222
Tel: 412-392-0330
Fax: 412-392-0335
Email: rol@lampllaw.com
About Advanced Vascular Resources of Johnstown
Advanced Vascular Resources of Johnstown, LLC, operates an
outpatient vascular-services center in Johnstown, Pennsylvania.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. W.D. Pa. Case No. 17-70825) on November 21, 2017.
Mubashar A. Choudry, president, signed the petition.
At the time of the filing, the Debtor disclosed that it had
estimated assets and liabilities of $1 million to $10 million.
Judge Jeffery A. Deller presides over the case.
AEI WINDDOWN: Hires Kurtzman Carson as Administrative Advisor
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AEI Winddown, Inc. (f/k/a Aquion Energy, Inc.) seeks approval from
the US Bankruptcy Court for the District of Delaware to employ
Kurtzman Carson Consultants LLC as administrative advisor in the
Debtor's chapter 11 case nunc pro tunc to November 6, 2017.
Bankruptcy administrative services to be rendered by KCC are:
a. assist with, among other things, solicitation, balloting,
tabulation, and calculation of votes, as well as preparing any
appropriate reports, as required in furtherance of confirmation of
any chapter 11 plan;
b. generate an official ballot certification and testifying,
if necessary, in support of the ballot tabulation results for any
chapter 11 plans) in this case;
c. provide such other claims processing, noticing,
solicitation, balloting, and administrative services, but not
included in the Section 156(c) Application, as may be requested by
the Debtor from time to time.
Evan Gershbein, Senior Vice President of Corporate Restructuring
Services for Kurtzman Carson Consultants LLC, attests that KCC is a
"disinterested person" as that term is defined in section 101(14)
of the Bankruptcy Code with respect to the matters upon which it is
to be engaged.
KCC can be reached through:
Evan Gershbein
Kurtzman Carson Consultants LLC
2335 Alaska Avenue
El Segundo, CA 90245
Phone: 310-751-1803
Email: egershbein@kccllc.com
About Aquion Energy
Pittsburgh, Pa.-based Aquion Energy Inc. manufactures saltwater
Batteries with a proprietary, environmentally-friendly
electrochemical design. Aquion was founded in 2008 and had its
first commercial product launch in 2014. Designed for stationary
energy storage in pristine environments, island locations, homes,
and businesses, its batteries have been Cradle to Cradle Certified,
an environmental sustainability certification that has never
previously been given to a battery producer.
Aquion Energy filed a Chapter 11 petition (Bankr. D. Del. Case No.
17-10500) on March 8, 2017. Suzanne B. Roski, the CRO, signed the
petition. The Debtor estimated $10 million to $50 million in
assets and liabilities.
Judge Kevin J. Carey presides over the case.
The Debtor tapped Laura Davis Jones, Esq., at Pachulski Stang Ziehl
& Jones LLP, as counsel, and Suzanne Roski of Protiviti, Inc., as
chief restructuring officer. The Debtor also engaged Kurtzman
Carson Consultants, LLC, as claims and noticing agent.
The official committee of unsecured creditors formed in the case
has retained Lowenstein Sandler LLP as counsel, and Klehr Harrison
Harvey Branzburg LLP as Delaware co-counsel.
AIRPORT ROAD MINING: Hires Brad Belt as Mining Operation Expert
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Airport Road Mining Company, LLC, seeks authority from the U.S.
Bankruptcy Court for the District of Arizona to employ Mr. Brad
Belt, as mining operation expert to the Debtor.
Airport Road Mining requires Brad Belt to:
-- provide mining operations consulting and expertise; and
-- assist in the management and operation of aggregate
mining operations and construction materials supply
business.
Brad Belt will be paid at the hourly rate of $150. Brad Belt will
be paid a retainer in the amount of $1,500. He will also be
reimbursed for reasonable out-of-pocket expenses incurred.
Brad Belt assured the Court that he is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code and
does not represent any interest adverse to the Debtor and its
estates.
About Airport Road Mining Company, LLC
Headquartered in Buckeye, Arizona, Airport Road Mining Company,
LLC, filed for Chapter 11 bankruptcy protection (Bankr. D. Ariz.
Case No. 16-05651) on May 18, 2016, estimating its assets and
liabilities at between $1 million and $10 million each. The
petition was signed by Steven E. Bales, manager.
Judge Madeleine C. Wanslee presides over the case.
Daniel E. Garrison, Esq., and Fay Marie Waldo, Esq., at Andante Law
Group, PLLC, serve as the Debtor's bankruptcy counsel. The Debtor
hired Rivera Law Group, P.C. as special counsel.
AIRPORT ROAD MINING: Hires Premier Loss as Mining Safety Expert
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Airport Road Mining Company, LLC, seeks authority from the U.S.
Bankruptcy Court for the District of Arizona to employ Premier Loss
Control, LLC, as mining safety expert to the Debtor.
Airport Road Mining requires Premier Loss to provide mining safety
consulting, and assist will all legal safety requirements of mine
operation.
Premier Loss will be paid at the hourly rate of $125. Premier Loss
will be paid a retainer in the amount of $1,500. It will also be
reimbursed for reasonable out-of-pocket expenses incurred.
Paul Yslas, principal of Premier Loss Control, LLC, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.
Premier Loss can be reached at:
Paul Yslas
PREMIER LOSS CONTROL, LLC
Tel: (928) 200-3605
About Airport Road Mining Company, LLC
Headquartered in Buckeye, Arizona, Airport Road Mining Company,
LLC, filed for Chapter 11 bankruptcy protection (Bankr. D. Ariz.
Case No. 16-05651) on May 18, 2016, estimating its assets and
liabilities at between $1 million and $10 million each. The
petition was signed by Steven E. Bales, its manager.
Judge Madeleine C. Wanslee presides over the case.
Daniel E. Garrison, Esq., and Fay Marie Waldo, Esq., at Andante Law
Group, PLLC, serve as the Debtor's bankruptcy counsel. The Debtor
hired Rivera Law Group, P.C. as special counsel.
ALEXANDER ROESER: Guptas Buying Tampa Homestead for $800K
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Alexander S. Roeser asks the U.S. Bankruptcy Court for the Middle
District of Florida to authorize the sale of his homestead located
at 4313 West Vasconia Street, Tampa, Florida, together with all
fixtures and equipment therein, to Ashwani K. Gupta and Eva Gupta
for $800,000.
A major asset of the bankruptcy estate consists of the Debtor's
Real Property, the tax assessed value of which is $590,991.
On Aug. 21, 2017, U.S. Bank National Association, as Trustee for
Lehman Mortgage Trust Mortgage Pass Through Certificates Series
2007-7 as successor to Aurora Loan Services, LLC, filed its secured
proof of claim in the amount of $1,445,612 (Claim #10). The Debtor
contests this amount and is preparing an objection to the claim.
There are no known liens on the property other than to the
mentioned creditor and the Hillsborough County Tax Collector.
The DIP proposes to sell the Real Property free and clear of all
liens. There is currently an offer of $800,000 with $8,000 earnest
money to purchase the Real Property by the Purchasers. The parties
have entered into the "As Is" Contract for Sale and Purchase.
A copy of the Contract attached to the Motion is available for free
at:
http://bankrupt.com/misc/Alexander_Roeser_104_Sales.pdf
The Debtor has engaged Broker Keller Williams South Tampa to list
the property for sale. On Aug. 31, 2017, the Court entered an
order authorizing the Debtor to pay the Broker a commission of 5.5%
from the sale of the Real Property and to reimburse the Broker for
actual expenses incurred, up to a total of $5,000. The Debtor
requests authority to make these payments at the closing of the
sale of the Real Property.
Said sale is conditioned upon the approval of the Court pursuant to
Section 363 of the Bankruptcy Code. It his belief that the
proposed sale is on fair and equitable terms and is in the best
interest of the bankruptcy estate and its creditors. He will
deposit the net proceeds from the sale in his counsel's trust
account, pending resolution of his objection to US Bank's claim.
The Creditor:
U.S. Bank NATIONAL ASSOCIATION
Attn: Ashley Prager Popowitz
E-mail: Ashley.popowitz@mrpllc.com
Counsel for the Debtor:
Buddy D. Ford, Esq.
Jonathan A. Semach, Esq.
9301 West Hillsborough Avenue
Tampa, Florida 33615-3008
Telephone: (813) 877-4669
Facsimile: (813) 877-5543
E-mail: Buddy@tampaesq.com
Jonathan@tampaesq.com
All@tampaesq.com
Alexander S. Roeser sought Chapter 11 protection (Bankr. M.D. Fla.
Case No. 17-03910) on May 5, 2017. The Debtor tapped Buddy D.
Ford, Esq., at Buddy D. Ford, P.A. as counsel. On Aug. 31, 2017,
the Court appointed Keller Williams South Tampa as the Debtor's
Broker.
ANDERSON SHUMAKER: Exclusive Plan Filing Extended to Dec. 29
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The Hon. Donald R. Cassling of the U.S. Bankruptcy Court for the
Northern District of Illinois has extended, at the behest of
Anderson Shumaker Company, the exclusive period to file its plan of
reorganization and disclosure statement through Dec. 29, 2017, as
well as the exclusive period to solicit acceptances of its plan
through March 30, 2018.
A status hearing on the Debtor's plan and disclosure statement is
set for Jan. 2, 2018, at 10:00 a.m.
As reported by the Troubled Company Reporter on Nov. 23, 2017, the
Debtor sought the extension, saying that Fort Dearborn Partners,
which has advised Associated Bank of the likely treatment of the
Bank's claim in a proposed plan of reorganization, and the Debtor
are still awaiting the Bank's response in contemplation of a
consensual plan of reorganization. The Debtor claimed that it has
had discussions with both the Bank and the Official Committee of
Unsecured Creditors, and the Debtor believes that both the Bank and
the Committee support the requested extension.
About Anderson Shumaker
Based in Chicago, Illinois, Anderson Shumaker Company provides open
die forgings and custom forgings in various shapes and finishes
using stainless steel, aluminum, carbon steel and various grades of
alloy steel.
Anderson Shumaker filed a Chapter 11 petition (Bankr. N.D. Ill.
Case No. 17-05206) on Feb. 23, 2017. The petition was signed by
Richard J. Tribble, its chief executive officer. At the time of
filing, the Debtor had $1 million to $10 million in estimated
assets and $10 million to $50 million in estimated liabilities.
The case is assigned to Judge Donald R Cassling.
Scott R. Clar, Esq., and Brian P. Welch, Esq. at Crane, Heyman,
Simon, Welch & Clar serve as counsel to the Debtor. RSM US LLP and
CFO Advise LLC serve as the Debtor's accountant and financial
advisor, respectively. The Debtor hired Fort Dearborn Partners
Inc. as its financial advisor.
On March 9, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. Freeborn & Peters LLP
represents the committee as legal counsel.
APOLLO MEDICAL: Has Reoffer Prospectus of 524,689 Common Shares
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Apollo Medical Holdings, Inc. filed a Form S-8 registration
statement with the Securities and Exchange Commission to register
additional shares of common stock that are issuable under the
Company's written compensation contracts with certain directors,
employees and consultants namely: Gary Augusta, Suresh Nihalani,
Kaneohe Advisors LLC, Warren Hosseinion, M.D. and Nidia Flores
(after giving effect to a 1-for-10 reverse stock split effected on
April 24, 2015).
The Reoffer Prospectus relates to up to an aggregate of 524,689
shares of common stock, par value $0.001 per share, of Apollo
Medical Holdings, Inc., which shares may be offered and sold from
time to time by stockholders of the Company for their own account.
The Company's common stock is currently quoted on OTC Pink and
traded under the symbol "AMEH." On Nov. 29, 2017, the last
reported sale price of Common Stock was $9 per share. The Company
has applied for listing of its common stock on the NASDAQ Stock
Market effective. No assurance can be given that Common Stock will
trade on the NASDAQ Stock Market.
A full-text copy of the prospectus is available for free at:
https://is.gd/Q1OKTi
About Apollo Medical
Headquartered in Glendale, California, Apollo Medical Holdings,
Inc., and its affiliated physician groups are patient-centered,
physician-centric integrated population health management company
working to provide coordinated, outcomes-based medical care in a
cost-effective manner. Led by a management team with over a decade
of experience, ApolloMed has built a company and culture that is
focused on physicians providing high-quality medical care,
population health management and care coordination for patients,
particularly senior patients and patients with multiple chronic
conditions. ApolloMed believes that the Company is well-positioned
to take advantage of changes in the rapidly evolving U.S.
healthcare industry, as there is a growing national movement
towards more results-oriented healthcare centered on the triple aim
of patient satisfaction, high-quality care and cost efficiency.
Visit http://apollomed.netfor more information.
Apollo Medical reported a net loss attributable to the Company of
$8.96 million for the year ended March 31, 2017, compared to a net
loss attributable to the Company of $9.34 million for the year
ended March 31, 2016. As of Sept. 30, 2017, Apollo Medical had
$41.17 million in total assets, $48.46 million in total liabilities
and a total stockholders' deficit of $7.29 million.
BDO USA, LLP, in Los Angeles, California, expressed substantial
doubt about the Company's ability to continue as a going concern in
its report on the consolidated financial statements for the year
ended March 31, 2017. The auditors said the Company has suffered
recurring losses from operations and has generated negative cash
flows from operations since inception, resulting in an accumulated
deficit of $37.7 million as of March 31, 2017.
AQGEN ASCENSUS: S&P Alters Outlook to Negative Amid New Debt
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U.S.-based retirement and college-saving plan administration and
recordkeeping services provider AqGen Ascensus Inc. is seeking to
issue a $100 million incremental first-lien term loan to fund four
acquisitions and a $50 million delayed-draw term loan that is
fungible with the first-lien term loan. The proceeds of the delayed
draw will be used to support future acquisitions.
S&P Global Ratings is thus revising its outlook on AqGen Ascensus
Inc. to negative from stable and affirmed its 'B' corporate credit
rating.
S&P said, "At the same time, we affirmed our 'B+' issue-level
rating and '2' recovery rating on the company's first-lien credit
facilities, indicating our expectation that lenders would receive
substantial recovery (70%-90%; rounded estimate: 70%) in a payment
default scenario.
"We also affirmed our 'CCC+' issue-level rating with a '6' recovery
rating on the company's second-lien credit facilities, indicating
our expectation that lenders would receive negligible recovery
(0%-10%; rounded estimate: 0%) in a payment default scenario."
S&P said, "The revision of the outlook to negative is based on our
expectation that incremental debt issued to fund acquisitions will
raise pro forma S&P Global Ratings-adjusted leverage to the low- to
mid-8x area and could be sustained above 8x should the company fail
to achieve expected revenue targets or cost synergies from the
acquisitions. Additionally, we note that Ascensus' margins recently
declined slightly as it invested in resources to accelerate organic
growth and incurred costs to facilitate the start and operations of
new initiatives. While we view these initiatives favorably, as they
should contribute to business growth, there is a long lead time
before a new program can perform profitably, leaving very limited
cushion for operational underperformance.
"The negative outlook reflects our view that recent acquisitions
and the associated increase in incremental debt leave very limited
cushion for operational underperformance. Post transaction close,
pro forma S&P Global Ratings-adjusted leverage is in the low- to
mid-8x area, as it will take some time to realize expected
acquisition synergies. However, we expect pro forma leverage to
improve to the mid- to high-7x area by the end of 2018.
Additionally, we expect the company to generate positive free
operating cash flow (FOCF) in both 2017 and 2018.
"Over the next 12 months, we could consider a downgrade if pro
forma S&P Global Ratings-adjusted leverage remains over 8x on a
sustained basis, or if liquidity narrows due to a tightening
covenant cushion or declining FOCF. This could result from higher
than expected costs to initiate retirement-saving plans, increased
customer attrition from plan members, elevated mergers and
acquisitions costs, operational issues related to recent
acquisitions, or an inability to realize acquisition synergies,
resulting in a material decline in operating performance. We could
also lower the rating if the company pursues significant
debt-financed acquisitions or dividends.
"Although unlikely over the next 12 months, we could revise our
outlook back to stable if pro forma S&P Global Ratings-adjusted
leverage approaches 7.5x and we believe that the company will
maintain leverage at that level or below. This could be achieved
through a combination of better than expected revenue growth and
the realization of expected synergies from acquisitions."
ASSIST-MED INC: Court Allows EBF, Accord Claims as Unsecured Claims
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Debtor Assist-Med, Inc., objected to Proof of Claim No. 7 of
Everest Business Funding Partners, LLC, and to Proof of Claim No. 8
of Accord Business Funding, LLC, and asked the U.S. Bankruptcy
Court for the Southern District of Texas to disallow the claims.
The Debtor raises two objections to Claim Nos. 7 and 8: the
transactions are usurious loans disguised as sales of accounts
receivable, and the Debtor's receivables are Medicaid payments the
Debtor receives for patient care which cannot by law be purchased.
Claimants assert that they are factors in the business of
purchasing accounts receivable. They contend their contracts with
the Debtor are factoring agreements which give them security in all
the Debtor's property, including all future receivables. Claimants
also assert that since their contracts are for factoring, their
transactions with the Debtor cannot be considered, loans, usurious
or not.
EBF filed a proof of claim in the amount of $222,439.75. The proof
of claim asserts security in all of the Debtor's account, future
receipts, cash, and deposit accounts.
U.S. Bankruptcy Judge Karen K. Brown allowed both claims as filed.
Both claims are wholly unsecured.
Upon review of the evidence, the Court finds that the third
contract between the Debtor and EBF unambiguously identifies the
transaction as a sale of accounts receivable and disclaims the
possibility of construing the sale as a loan. This transaction was
the third such transaction between the Debtor and EBF, and no issue
arose as to usury until the Debtor amended its objection to EBF’s
claim. There is insufficient evidence to shift the burden of proof
as to the circumstances leading to the third contract. Thus, the
Court finds that the third contract is a sale of accounts
receivable, rather than a loan.
Accord filed a proof of claim in the amount of $30,737.36. The
proof of claim asserts security in all of the Debtor's account,
future receipts, cash, and deposit accounts.
The Court finds that the contract between the Debtor and Accord
expressly provides that it is a sale of accounts. Under section
306.103 (b), it is a sale and not a loan. Thus, Accord is not
liable for usury under Texas law. The allowed amount of Accord’s
claim is $30,737.36.
Finally, section 1396(a)(32) requires that Texas Medicaid plan
provide that funds the Debtor receives from the Texas Department of
Aging and Disability Services cannot be assigned to a third party
such as EBF or Accord. Consequently, neither EBF nor Accord can be
secured in the Debtor's future receivables as a result of the
factoring agreements in this case. The claims are wholly
unsecured.
A full-text copy of Judge Brown's Memorandum Opinion and Order
dated Nov. 27, 2017, is available at:
http://bankrupt.com/misc/txsb16-31624-142.pdf
About Assist-Med
Assist-Med, Inc., sought protection under Chapter 11 (Bankr. S.D.
Tex. Case No. 16-31624) on April 3, 2016.
The Debtor is represented by Margaret Maxwell McClure, Esq., at the
Law Office of Margaret M. McClure. The case is assigned to Judge
Karen K. Brown.
The Debtor disclosed total assets of $23,284 and total debts of
$1.11 million.
ATM MIRROR: Unsecured Creditors Will Get 20% in 20 Quarterly Sums
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ATM Mirror, Inc., submits to the U.S. Bankruptcy Court for the
Southern District of New York its proposed Chapter 11 Plan of
Reorganization.
Class 1 will consist of all Allowed Priority Claims other than
Allowed Priority Tax Claims. Each holder of Class claims will be
paid in full in cash on or as soon as practical after the Effective
Date. The Allowed Class 1 Claims are unimpaired under the Plan.
Class 2 will consist of the Unsecured Claims. Each holder of an
Allowed Class 2 Unsecured Claim will receive a total of 20% on
account of its Allowed Class 2 payable in twenty equal quarterly
installments without interest, starting on the Effective Date.
Class 2 Claims are impaired and entitled to vote on the Plan.
The Plan will be funded with the Debtor’s available cash on the
Confirmation Date and from the Debtor’s ongoing cash flow
following the Confirmation Date.
A copy of the Plan of Reorganization is available at:
https://tinyurl.com/y6vkpdjl
Attorneys for the Debtor:
Dawn K. Arnold, Esq.
DELBELLO DONNELLAN WEINGARTEN
WISE & WIEDERKEHR, LLP
One N. Lexington Avenue
White Plains, New York 10601
Telephone: (914) 681-0200
About ATM Mirror
ATM Mirror, Inc. is a glass manufacturing and installation company,
installing projects from residential frameless shower doors to
commercial architectural glass such as balconies. ATM Mirror is a
family-owned business operating since 2005.
The Debtor filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y.
Case No. 16-23276) on September 21, 2016, disclosing assets and
liabilities of less than $500,000. The petition was signed by James
Count, president Judge Robert D. Drain presides over the case.
Dawn Kirby, Esq., at DelBello Donnellan Weingarten Wise &
Wiederkehr, LLP, is the Debtor's bankruptcy counsel. The Debtor
hired Fino and Associates as its accountant.
No official committee of unsecured creditors has been appointed in
the case.
AUTO INC: IRS Claims Reduced to $176K Under the New Plan
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Auto, Inc., submits to the U.S. Bankruptcy Court for the Western
District of Texas an amended disclosure statement containing
information relating to the Debtor's Amended Plan of Reorganization
dated November 14, 2017, which proposes to pay its creditors by
continuing operations and providing a dividend to the creditors.
Under the Amended disclosure statement, Class 5 allowed priority
claims of the Internal Revenue Service is impaired. The IRS has
filed a Proof of Claim asserting a Priority Claim in the amount of
$176,179.97 for 941 taxes. Previously, the Debtor has disclosed a
total of $466,179.97 IRS Priority Claims. Accordingly, the Debtor
will pay the IRS Priority Claim in sixty equal monthly payments
commencing on the Effective Date with interest at the rate of 4%
(previously 3%) per annum. In the event the IRS Priority Claim is
allowed as filed, the monthly payment on the IRS Priority Claim
will be approximately $3,730 (from the previous amount of $8,400).
Class 17 Claimants (General Unsecured Creditors of $5,000 or less)
will be paid 25% of their Allowed Claim in two equal payments. The
first payment is 60 days after the Effective Date and the second
payment 60 days thereafter. Based upon the Debtor's Schedules the
total amount of Class 17 creditors should not exceed $60,000.
Class 18 Claimants (General Unsecured Creditor of $5,001 or more)
will receive their pro rata share of 60 monthly payments of $5,000
commencing 90 days after the Effective Date. Based upon the
Debtor's records, however, without regards to the potential claims
of Class 16 creditors, the General Unsecured Creditors over $5,001
would expect to receive a total distribution of 30% of their
Allowed Class 18 Claim. Any Class 18 Claim of Michael Stine will
not receive distribution as a Class 18 creditor.
The General Unsecured Class is impaired.
The Debtor is currently operating and will continue to operate
during the course of its Plan. The Debtor does not believe the
income and expenses will vary throughout the Plan term as the
Debtor does not anticipate expanding the business after
confirmation.
A full-text copy of the Amended Disclosure Statement is available
at https://tinyurl.com/ybc5qqk3
About Auto Inc.
Auto Inc. owns a vehicle towing business, providing road side
assistance to drivers in Colorado and Texas. It operates out of
five locations: San Antonio, Texas, Dallas, Texas, Houston, Texas,
Denver, Colorado, and Colorado Springs, Colorado.
Auto Inc. filed a Chapter 11 bankruptcy petition (Bankr. W.D. Tex.
Case No. 17-50969) on April 27, 2017. The petition was signed by
Michael Stine, president. The Debtor estimated $0 to $50,000 in
assets and $1 million to $10 million in liabilities. The Hon. Lena
M. James presides over the case. Eric Liepins, PC, serves as
counsel to the Debtor.
AUTODATA INC: S&P Assigns 'B-' CCR on Proposed Shareholder Returns
------------------------------------------------------------------
S&P Global Ratings said it assigned its 'B-' corporate credit
rating to London, Ont.-based Autodata Inc. The outlook is stable.
S&P ssaid, "At the same time, S&P Global Ratings assigned its 'B-'
issue-level rating and '3' recovery rating to the company's
proposed US$285 million first-lien credit facility, consisting of a
US$25 million revolving credit facility due 2022 and a US$260
million first-lien term loan due 2024. The '3' recovery rating
indicates our expectation of meaningful (50%-70%; rounded estimate
65%) recovery in the event of a default. S&P Global Ratings also
assigned its 'CCC' issue-level rating and '6' recovery rating to
the company's US$100 million second-lien term loan due 2025. The
'6' recovery rating indicates our expectation of negligible
(0%-10%; rounded estimate 0%) recovery in the event of default.
"The ratings on Autodata reflect our view of the company's niche
product offering, small scale relative to that of rated software
peers, high focus on the auto industry, geographic and customer
concentration, and high leverage. Autodata is a private company,
mostly owned by KKR. It provides deep proprietary data stack and
technology platforms enabling various participants in the value
chain of the North American auto industry to research, market,
order, and buy vehicles. It provides a number of solutions such as
vehicle data, VIN (vehicle identification number) decoding and
describing, digital advertising technology, competitive
comparisons, and market analytical tools used for planning and
pricing of vehicles to original equipment manufacturers (OEMs),
dealer service providers, auto portals, and consumers.
"The stable outlook reflects our expectation that Autodata will be
able to support the increased debt burden with continued organic
growth, which will lead to leverage of about 7.5x-8.0x over the
next 12 months. We expect the company to generate positive FOCF
given its high EBITDA margin and low capital expenditure
requirements.
"We could raise the rating over the next 12 months if the company
maintains its revenue and EBITDA growth leading to a sustainable
improvement in credit metrics--leverage below 7.0x and FOCF to debt
above 5%. This would occur if the company is successful in
upselling new products to its existing and new customers while also
maintaining a high customer retention rate.
"We could lower the rating if the company experiences flat or low
single-digit revenue decline leading to weaker EBITDA and EBITDA
margins. In this case we would expect FOCF to approach US$10
million and capital structure to reach unsustainable levels. This
could likely occur if the company has a weak operating performance
driven by a high customer attrition rate or inability to upsell new
or existing products to its customers."
AVALON CARE: Asks Court to OK Disclosures; Plan Hearing on Jan. 29
------------------------------------------------------------------
Avalon Care Center - Chandler, LLC, asks the U.S. Bankruptcy Court
for the District of Utah to approve its disclosure statement with
respect to its plan of liquidation.
The Debtor has requested and received tentative approval for a
hearing to be held on Jan. 29, 2018, at 2:30 p.m., at which the
Court will determine whether to confirm the Plan or not.
A copy of the Debtor's request is available at:
http://bankrupt.com/misc/utb17-27825-49.pdf
As reported by the Troubled Company Reporter on Nov. 27, 2017, the
Debtor filed with the Court a disclosure statement for its plan of
liquidation dated Nov. 9, 2017. Each holder of an allowed
unsecured claim in Class 5 would receive a pro rata distribution on
account of the claim from the Alter Ego Claims proceeds, following
the payment of the Class 3 Claim.
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 Sept. 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.
AVALON CARE: Taps Piercy Bowler, Appoints M. Hashimoto as CRO
-------------------------------------------------------------
Avalon Care Center-Chandler, LLC, seeks approval from the U.S.
Bankruptcy Court for the District of Utah to hire an independent
contractor to provide management services in connection with its
Chapter 11 case.
The Debtor proposes to employ Piercy Bowler Taylor & Kern LLC and
appoint its principal Mark Hashimoto as chief restructuring
officer. Mr. Hashimoto will have final management authority,
oversight and control of all aspects of the Debtor's post-petition
financial affairs and business operations.
The firm's standard hourly rates range from $150 to $325. Mr.
Hashimoto will charge $325 per hour for his services.
The Debtor will pay the firm an initial retainer in the sum of
$20,000.
Mr. Hashimoto disclosed in a court filing that he has no connection
with or interest in the Debtor.
The firm can be reached through:
Mark D. Hashimoto
Piercy Bowler Taylor & Kern LLC
7050 Union Park Avenue, Suite 140
Salt Lake City, UT 84047
Phone: 801-990-1120
Fax: 801-665-1400
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. Cohne Kinghorn, P.C.
is the Debtor's bankruptcy counsel.
On November 9, 2017, the Debtor filed a Chapter 11 plan of
liquidation and disclosure statement.
BADLANDS ENERGY: Sale of All Badlands Energy-Utah Assets Approved
-----------------------------------------------------------------
Judge Kimberley H. Tyson of the U.S. Bankruptcy Court for the
District of Colorado authorized Badlands Energy-Utah, LLC's
Purchase and Sale Agreement with Crescent Point Energy U.S. Corp.
in connection with the sale of substantially all assets for $10.1
million plus the assumption of specified liabilities and
obligations of the Debtor.
The Sale Hearings were held on Nov. 20, 2017, and Dec. 1, 2017.
Other than Permitted Encumbrances and Assumed Liabilities, the sale
is free and clear of all Liens, Claims, and other interests of any
kind or nature whatsoever.
The Debtor is authorized and directed in accordance with sections
105(a) and 365 of the Bankruptcy Code to (i) assume and assign to
the Buyer, effective upon the Closing of the Sale. Unless
otherwise agreed and stated on the record at the Sale Hearing, the
respective amounts set forth under the Cure Amount column on
Exhibit 1 reflects the sole amounts necessary under section 365(b)
of the Bankruptcy Code to cure all monetary defaults and pay all
pecuniary losses under the Assumed Contracts, and no other amounts
are or will be due in connection with the assumption by the Debtor
and the assignment to the Buyer of the Assumed Contracts.
At the closing of the Sale to the Buyer, the Buyer will deliver the
cash purchase price payable under the Agreement directly to the
Debtors, which will hold such proceeds pending further Court order
that determines and resolves the nature, extent, and priority of
all creditors who assert secured claims and/or Liens against such
proceeds including Halliburton and Garrison Loan Agency Services,
LLC, in its capacity as administrative agent for the Debtor's
prepetition and post-petition credit facilities. All parties in
interest asserting a secured claim and/or Lien against the Debtor's
Property, including the Agent and Halliburton, reserve their rights
and claims in connection with determination of the nature, extent,
validity, and priority of such asserted secured claims and/or Liens
against the proceeds of the sale, including the claims pending in
the Halliburton Adversary.
For cause shown, pursuant to Bankruptcy Rules 6004(h) and 6006(d),
the Sale Order will not be stayed, will be effective immediately
upon entry, and the Debtor and the Buyer are authorized to close
the Sale immediately upon entry of the Sale Order.
A copy of the Exhibit 1 attached to the Order is available for free
at:
http://bankrupt.com/misc/Badlands_Energy_298_Order.pdf
About Badlands Energy
Denver, Colorado-based Badlands Energy, Inc. --
http://badlandsenergy.framezart.com/-- is an E&P company that has
been involved in the Uinta Basin for over a decade. The Company
also operates in California and has been involved in exploration
projects in Wyoming and Nevada.
Initially operating as a public company known as Gasco Energy,
Inc., the Company underwent a restructuring that was completed in
October 2013. This resulted in a recapitalization followed by
taking the company private. The final step in this was a name
change to Badlands Energy, Inc.
Badlands Energy, Inc., Badlands Production Co., Badlands
Energy-Utah, LLC, and Myton Oilfield Rentals, LLC sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case Nos.
17-17465, 17-17467, 17-17469 and 17-17471) on Aug. 11, 2017. The
petitions were signed by Richard Langdon, president and CEO.
Badlands Energy estimated assets at $10 million to $50 million and
liabilities at $50 million to $100 million; Badlands Production's
assets at $1 million and $10 million and liabilities at $10
million to $50 million; Badlands Energy-Utah's assets at $1 million
to $50 million; and Myton Oilfield Rentals' assets at $100,000 to
$500,000 and liabilities at $10 million to $50 million.
The cases are assigned to Judge Kimberley H. Tyson.
The Debtors tapped Lindquist & Vennum LLP as their counsel and
Parkman Whaling LLC as their financial advisor. R2 Advisors, LLC
is the Debtor's consultant.
BARTLETT MANAGEMENT: Hires Silverman Consulting as CRO
------------------------------------------------------
Bartlett Management Services, Inc., and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the Central District
of Illinois to employ Steven A. Nerger of Silverman Consulting,
Inc., as its chief restructuring officer to the Debtors.
Bartlett Management requires Silverman Consulting to assist the
Debtors in their restructuring efforts within and outside the
Chapter 11 bankruptcy case.
Silverman Consulting will be paid at the hourly rate of $380.
Since commencing the engagement, Silverman Consulting has incurred
fees and expenses for its work for the Debtors in the aggregate
amount of $64,695, which amount reflects $64,695 for professional
services and $0 for out of pocket expenses. Silverman Consulting
has received payments prior to the Petition Date in the aggregate
amount of $75,000.
Silverman Consulting will be paid an additional retainer in the
amount of $25,000.
Silverman Consulting will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Steven A. Nerger, member of Silverman Consulting, Inc., assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.
Silverman Consulting can be reached at:
Steven A. Nerger
SILVERMAN CONSULTING, INC.
5750 Old Orchard Road, Suite 520
Skokie, IL 60077
Tel: (847) 470-0200
E-mail: snerger@silvermanconsulting.net
About Bartlett Management Services, Inc.
Based in Clinton, Illinois, Bartlett Management Services is a
franchisee of The Kentucky Fried Chicken chain with 25 restaurant
locations in the counties of Winnebago, Coles, Montgomery, Macon,
Sangamon, McLean, Johnson, Boone, Vermillion, Rock, Champaign,
Marion, Illinois.
Bartlett Management Services, Inc., based in Clinton, Ill., and its
debtor-affiliates, filed a Chapter 11 petition (Bankr. C.D. Ill.
Lead Case No. 17-71890) on December 5, 2017. The Hon. Mary P.
Gorman presides over the case. Jonathan A Backman, Esq., at the Law
Office of Jonathan A Backman, serves as bankruptcy counsel. The
Debtors hired Valenti Florida Management, Inc., as accountant and
financial advisor, Steven A. Nerger of Silverman Consulting, Inc.,
as chief restructuring officer.
In its petition, the Debtor estimated $1 million to $10 million in
assets and $10 million to $50 million in liabilities. The petition
was signed by Robert E. Clawson, president.
BARTLETT MANAGEMENT: Hires Valenti Florida as Financial Advisor
---------------------------------------------------------------
Bartlett Management Services, Inc., and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the Central District
of Illinois to employ Valenti Florida Management, Inc., as
accountant and financial advisor to the Debtors.
Bartlett Management requires Valenti Florida to:
(A) Maintenance of KFC Standards. Assist the Debtors in
maintaining the Premises and the restaurant equipment
located in the Premises (the "Equipment") in compliance
and conformity with KFC franchisor standards;
(B) Accounting Services. Provide accounting and financial
management services to the Debtors, including
specifically: organization of financial records and
recordkeeping, financial management, cash flow analyses,
preparation of monthly profit and loss and annual
financial statements, and income tax planning;
(C) Human Resources Management. Assist the Debtors with human
resources matters associated with its operation of the
Premises, including specifically: employee selection and
development, adoption and implementation of personnel
policies, selection and administration of employee
benefits programs, and compliance with state and federal
statutes, rules and regulations;
(D) Information Technology. Provide or arrange for the
provision of software support for point of sale computers
and equipment and consult with the Debtors and software
and hardware providers to update and keep operational all
information systems required at the individual restaurant
level.
Valenti Florida will be paid $355,200 per year payable in equally
monthly installments of $29,600.
Valenti Florida will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Steven M. Nesbitt, chief financial officer of Valenti Florida
Management, Inc., assured the Court that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code and does not represent any interest adverse to
the Debtors and their estates.
Valenti Florida can be reached at:
Steven M. Nesbitt
VALENTI FLORIDA MANAGEMENT, INC.
3450 Buschwood Park Dr Suite 195
Tampa, FL 33618
Tel: (813) 935-8777
About Bartlett Management Services, Inc.
Based in Clinton, Illionois, Bartlett Management Services is a
franchisee of The Kentucky Fried Chicken chain with 25 restaurant
locations in the counties of Winnebago, Coles, Montgomery, Macon,
Sangamon, McLean, Johnson, Boone, Vermillion, Rock, Champaign,
Marion, Illinois.
Bartlett Management Services, Inc., based in Clinton, IL, and its
debtor-affiliates, filed a Chapter 11 petition (Bankr. C.D. Ill.
Lead Case No. 17-71890) on December 5, 2017. The Hon. Mary P.
Gorman presides over the case. Jonathan A Backman, Esq., at the Law
Office of Jonathan A Backman, serves as bankruptcy counsel. The
Debtors hires Valenti Florida Management, Inc., as accountant and
financial advisor, Steven A. Nerger of Silverman Consulting, Inc.,
as chief restructuring officer.
In its petition, the Debtor estimated $1 million to $10 million in
assets and $10 million to $50 million in liabilities. The petition
was signed by Robert E. Clawson, its president.
BESTWALL LLC: Asbestos Claimants Panel Taps HSSM, JDT as Counsel
----------------------------------------------------------------
The committee representing Bestwall LLC's asbestos claimants seeks
approval from the U.S. Bankruptcy Court for the Western District of
North Carolina to hire Hamilton Stephens Steele + Martin, PLLC and
JD Thompson Law as local counsel.
The firms will advise the committee regarding local rules and
practice of the bankruptcy court and will provide other legal
services related to the Debtor's Chapter 11 case.
Judy Thompson, Esq., and Linda Simpson, Esq., the JD Thompson
attorneys who are expected to provide the services, will charge
$650 per hour and $500 per hour.
Meanwhile, the Hamilton attorneys anticipated to represent the
committee are Glenn Thompson, Esq., and Melanie Raubach, Esq., who
will charge $450 per hour and $325 per hour, respectively.
Other attorneys and paralegals of the firms will render services to
the committee as needed. Their standard hourly rates are:
Partners $300 - $450
Associates $225 - $300
Paralegals $125 - $200
Both firms are "disinterested" as defined in section 101(14) of the
Bankruptcy Code, according to court filings.
Hamilton can be reached through:
Glenn C. Thompson, Esq.
525 North Tryon Street, Suite 1400
Charlotte, NC 28202
Tel: (704) 344-1117
Facsimile: (704) 344-1483
Email: Gthompson@lawhssm.com
JD Thompson can be reached through:
Linda Simpson, Esq.
JD Thompson Law
935 Whites Lake Blvd.
Saluda, NC 28773
Tel: (828) 489-6578
About Bestwall LLC
Bestwall LLC -- http://www.Bestwall.com/-- was created in an
internal corporate restructuring and now holds asbestos
liabilities. Bestwall's asbestos liabilities relate primarily to
joint systems products manufactured by Bestwall Gypsum Company, a
company acquired by Georgia-Pacific in 1965. The former Bestwall
Gypsum entity manufactured joint compounds containing small amounts
of chrysotile asbestos; the manufacture of these
asbestos-containing products ceased in 1977.
Bestwall's non-debtor subsidiary, GP Industrial Plasters LLC,
("PlasterCo"), develops, manufactures, sells and distributes gypsum
plaster products, including gypsum floor underlayment, industrial
plaster, metal casting plaster, industrial tooling plaster, dental
plaster, medical plaster, arts and crafts plaster, pottery plaster
and general purpose plaster.
Bestwall LLC sought Chapter 11 protection (Bankr. W.D.N.C. Case No.
17-31795) on Nov. 2, 2017. The Debtor estimated assets and debt of
$500 million to $1 billion. It has no funded indebtedness.
The Hon. Laura T. Beyer is the case judge.
The Debtor tapped Jones Day as general bankruptcy counsel;
Robinson, Bradshaw & Hinson, P.A., as local counsel; Schachter
Harris, LLP as special litigation counsel for medicine science
issues; King & Spalding as special counsel for asbestos matters;
and Bates White, LLC, as asbestos consultants. Donlin Recano LLC
is the claims and noticing agent.
On November 8, 2017, the U.S. bankruptcy administrator appointed an
official committee of asbestos claimants in the Debtor's case. The
committee hired Montgomery McCracken Walker & Rhoads LLP as its
legal counsel.
BILL BARRETT: Holds Conference Call to Discuss Planned Merger
-------------------------------------------------------------
Bill Barrett Corporation hosted a conference call on Wednesday,
Dec. 6, 2017 to discuss the planned strategic business combination
with Fifth Creek Energy Company, LLC announced on Dec. 5, 2017.
On Dec. 4, 2017, Bill Barrett Corporation ("Parent") entered into
an Agreement and Plan of Merger with Fifth Creek Energy Operating
Company, LLC, Red Rider Holdco, Inc., a wholly owned subsidiary of
Parent ("New Parent"), Rio Merger Sub, LLC, a direct wholly owned
subsidiary of New Parent ("Rio Grande Merger Sub"), Rider Merger
Sub, Inc. ("Parent Merger Sub"), a wholly owned subsidiary of New
Parent, Fifth Creek Energy Company, and NGP Natural Resources XI,
L.P.
Pursuant to the terms of the Merger Agreement, at the closing of
the mergers contemplated by the Merger Agreement (a) Parent Merger
Sub will be merged with and into Parent, with Parent surviving the
merger, and (b) Rio Grande Merger Sub will be merged with and into
Fifth Creek, with Fifth Creek surviving the merger, as a result of
which the Parent and Fifth Creek will each become direct wholly
owned subsidiaries of New Parent.
As consideration to the Company's stockholders, at the closing of
the Merger, each share of Bill Barrett's common stock will be
converted into the right to receive one share of New Parent common
stock and Holdings will receive 100 million shares of New Parent
common stock. The shares of common stock received by Holdings in
the Merger will be subject to the terms of the Stockholders
Agreement.
About Bill Barrett
Headquartered in Denver, Colorado, Bill Barrett Corporation (NYSE:
BBG) -- http://www.billbarrettcorp.com/-- develops oil and natural
gas in the Rocky Mountain region of the United States.
Bill Barrett reported a net loss of $170.4 million on $178.8
million of total operating revenues for the year ended Dec. 31,
2016, compared to a net loss of $487.8 million on $207.9 million of
total operating revenues for the year ended Dec. 31, 2015. 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."
BLUE LIGHT CAPITAL: Hearing on Disclosures Approval Set for Jan. 17
-------------------------------------------------------------------
Blue Light Capital Corp. asks the U.S. Bankruptcy Court for the
Central District of California to approve its disclosure statement
referring to the plan of reorganization dated Nov. 14, 2017.
A hearing is scheduled for Jan. 17, 2018, at 2:00 p.m. for the
Court to consider the adequacy of the Disclosure Statement.
Under the Plan, unclassified claims like costs of administering
this bankruptcy case generally are entitled to be paid in full on
the Plan's Effective Date.
Classes 1 and 2 - Secured Claims (divided into subclasses 1A, 18,
2A, 2B, etc.) consist of 5 claims secured by collateral (like a
mortgage/deed of trust secured by a house, a car loan secured by
the car, or any other claim secured by a lien on property of the
bankruptcy estate), which generally are entitled to be paid in
full, over time, with interest. Class 1 is reserved for claims
secured only by real estate that is an individual Debtor's
principal residence. No such claims exist. Class 2 contains all
other secured claims.
Class 3 - Priority Claims consists of priority unsecured claims
(for example, wages due to employees that were earned, but unpaid,
within 180 days 22 before the bankruptcy petition was filed, also
certain types of taxes).
Class 4 - General Unsecured Claims consists of general unsecured
claims (claims that are 24 not entitled to priority under the U.S.
Bankruptcy Code and that are not secured by collateral). These
will be paid at 100 percent of the allowed claims.
Class 5 - Interests: if Debtor is an organization then interests
means ownership interests like corporate stock, or a partner's
interest in a partnership -- and if Debtor is an individual, then
Debtor is the interest holder. This class will remain unchanged
unless otherwise stated in the Plan or the Disclosure Statement.
Article II of the Plan governs executory contracts and unexpired
leases (a contract is generally defined as executory when both
Debtor and the other party to the contract have not yet fully
performed their obligations, and the unperformed obligations of
both parties are significant enough 6 that either party's breach
would excuse the other party from performing). Exhibit B to the
Plan specifies whether, on the Effective Date, each contract or
lease (a) will be assumed as an obligation of the reorganized
Debtor (generally meaning that defaults will be cured and the
agreement will be reinstated), or (b) will be assumed and then
instantaneously assigned to a specified person, or (c) will be
rejected (meaning that Debtor will no longer perform under the
agreement, and the other party can file a claim for damages
resulting from that rejection (Section 502(g)). There are no
executory contracts.
Article III of the Plan explains how Debtor will implement the
Plan, and exhibits to the Disclosure Statement describe whether
payments under the Plan will be made out of cash on hand, 5 fixture
income, sale(s) of property, or other sources of funding, including
supporting calculations.
Article IV of the Plan provides that Debtor will be discharged from
existing debts as provided in Section 1141(d). Article IV of the
Plan also specifies certain effects of continuation, including that
creditors are prevented from attempting to collect pre-confirmation
obligations except in specific circumstances or in accordance with
the terms of the Plan.
Article V of the Plan includes General Provisions, like how the
Plan can be modified, and a provision that if the Plan complies
with certain technical rules then it can be confirmed even if one
or more classes of creditors or interest holders vote to reject the
Plan (Section 1129(b)).
A copy of the Debtor's request is available at:
http://bankrupt.com/misc/cacb16-14461-106.pdf
As reported by the Troubled Company Reporter on March 21, 2017, the
Court disapproved, without prejudice, the first disclosure
statement that the Debtor filed because plan feasibility, which
depended upon a sale of real property, was very much in question.
About Blue Light Capital Corp.
Headquartered in Laguna Niguel, California, Blue Light Capital
Corp. sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. C.D. Cal. Case No. 16-14461) on Oct. 28, 2016. The
petition was signed by Kris Wismer, president. At the time of the
filing, the Debtor disclosed $8.32 million in assets and $1.61
million in liabilities. The case is assigned to Judge Mark S.
Wallace. The Law Offices of Alan M. Lurya serves as the Debtor's
bankruptcy counsel.
BLUE STAR: Regency Cab Buying All Operating Assets for $750K
------------------------------------------------------------
Blue Star Group, Inc., and its affiliates ask the U.S. Bankruptcy
Court for the District of Maryland to authorize their Asset
Purchase Agreement with Regency Cab, Inc. in connection with the
sale outside the ordinary course of business of substantially all
of their operating assets, with the exception of the assets of
Fleet Tech, Inc., including but not limited to approximately 100
Passenger Vehicle Licenses ("PVLs"), 130 taxicab vehicles, certain
contracts and various intellectual and personal property, for
$750,000.
A hearing on the Motion is set for Dec. 19, 2017 at 2:00 p.m.
Objections, if any, must be filed within 21 days from the date of
the notice service. The Debtors have also filed a motion to
shorten the time to 10 days for objecting to the motion. If it's
granted, the objection deadline will be Dec. 15, 2017.
The Debtors' Fourth Amended Plan was funded primarily through the
sales of PVLs. Due to competition from unregulated companies such
as Uber and Lyft, the market for PVLs fell after the Fourth Amended
Plan was confirmed. The Fourth Amended Plan provided for 100%
repayment to all unsecured creditors plus interest. Although the
Debtors were able to satisfy all of their secured creditors and pay
their unsecured creditors 80% of their allowed claims plus
interest, when the market for PVL sales continued to deteriorate,
the Debtors were forced to file the instant petition.
In February 2017, the Debtors obtained approval of the Court to
enter into Lease Purchase Programs with drivers whereby the Drivers
could lease a PVL or both a PVL and a vehicle for 114 weeks, and
would own the PVL or PVL and vehicle at the end of 114 weeks.
Because the pace at which the Debtors were able to sign up drivers
for these programs was not as fast as hoped, in July 2017, the
Debtors began marketing the operating assets of the Debtors for
sale.
On Nov. 28, 2017, after negotiations with one interested party
appeared to be deteriorating, the Debtors approached a competitor,
Regency, regarding a potential asset sale. Over the next few days,
negotiations with Regency intensified, and the parties executed an
APA on Dec. 4, 2017. The Debtors believe that additional marketing
efforts would be unlikely to generate a higher or better offer than
the offer from Regency.
Under the APA, the Buyer will acquire the Assets free and clear all
liens, claims, encumbrances or other interests. The Buyer will be
responsible for any applicable transfer fees for the acquired PVLs.
The Debtors will provide personnel to the Buyer to aid in the
transition of business operations of the Debtors to the Buyer.
They believe that the sale of their operating assets as a going
concern as set forth in the APA, represents the maximum realizable
value for their said Assets. The purchase price under the APA is
$750,000, which will be paid 50% in cash up front and the remainder
financed and paid over 36 months at 4% interest per annum.
Regency's owner will personally guarantee the deferred portion of
the Purchase Price. Additionally, the Buyer will use its best
efforts to collect the driver receivables owed to the Debtors from
the Lease Purchase programs described.
In order to enhance the value to the Debtors' estate, they ask
approval of the assumption and assignment of 180 affiliated
contracts. The affiliates are parties who own their own PVLs but
who choose to affiliated with the Debtors and pay a weekly fee.
The list of affiliate contracts being assumed and assigned are
identified in the APA, to the Buyer upon the closing of the
transaction contemplated under the APA and payment of Purchase
Price.
The Debtors ask, pursuant to Bankruptcy Rules 6004(g) and 6006(d),
that the order approving the Sale Motion become effective
immediately upon its entry.
About Blue Star Group
Collectively, Blue Star Group, Inc., Barwood, Inc., Checker
Transportation Co., Inc., City Lease, Inc., Fleet Tech, Inc., and
Silver Spring Transportation Co., and certain non-debtor affiliates
have a taxi fleet of approximately 441 vehicles (both owned PVLs
and affiliates) and constitute the largest fleet of taxicabs in
Montgomery County. Barwood was founded in 1964 with 45 taxis.
Over more than 50 years, the company grew into a diversified ground
transportation company located in Montgomery County, Maryland.
Blue Star Group, Inc., Barwood, Inc., Checker Transportation
Company, Inc., City Lease, Inc., Fleet Tech, Inc., and Silver
Spring Transportation Company, each filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Lead
Case No. 16-26548) on Dec. 20, 2016. The petitions were signed by
Lee Barnes, president. The cases are assigned to Judge Thomas J.
Catliota.
The Debtors are represented by Alan M. Grochal, Esq., Marissa K.
Lilja, Esq., and Joseph Michael Selba, Esq., of Tydings &
Rosenberg, LLP. The Debtors hired Suzanne Sparrow as financial
advisor, and SKMB, P.A., as accountant.
As of Dec. 31, 2015, the Debtors and certain non-debtor driver
partners had approximately $4.5 million in assets and approximately
$5.4 million in liabilities. The Debtors have 57 employees as of
the bankruptcy filing.
In its petition, Blue Star Group estimated under $50,000 in assets
and under $10 million in liabilities. Barwood Inc. estimated under
$10 million in assets, and under $500,000 in liabilities. Fleet
Tech listed under $100,000 in both assets and liabilities.
The Office of the U.S. Trustee on Jan. 23, 2017, disclosed in a
court filing that no official committee of unsecured creditors has
been appointed in the Chapter 11 cases of Blue Star Group, Inc.,
and its affiliates.
The Debtors' Joint Fourth Amended Plan of Reorganization was
confirmed by the Court on March 15, 2010.
On Aug. 22, 2017, the Debtors sought substantive consolidation of
their cases for purposes of filing their Joint Amended Plan of
Liquidation. The motion is currently pending.
BMC MERGER: Moody's Assigns B2 Corporate Family Rating
------------------------------------------------------
Moody's Investors Service assigned first time ratings to the debt
of BMC Merger Sub, Inc. ("BenefitMall") -- Corporate Family Rating
("CFR") at B2 and Probability of Default Rating ("PDR") at B2-PD,
and a B2 rating to both the Senior Secured First Lien Term Loan
("Term Loan") and the Senior Secured First Lien Revolver
("Revolver"). The rating outlook is stable.
The proceeds of the new debt, along with new equity provided by The
Carlyle Group L.P. and affiliated funds ("Carlyle") and rollover
equity of BenefitMall management will be used to fund Carlyle's
acquisition of BenefitMall from Austin Ventures.
RATINGS RATIONALE
The B2 CFR reflects BenefitMall's starting leverage, which Moody's
estimates at about 5.1x debt to EBITDA (latest twelve months ended
September 30, 2017, pro forma for new debt, Moody's adjusted),
which is high given the slow-growth, mature markets (health
benefits brokerage, payroll processing) in which BenefitMall
competes, BenefitMall's modest market share in the payroll market
relative to ADP and Paychex, Inc., among others, and the limited
defensible market position in the highly-fragmented General Agency
insurance market. Customer concentration in commission revenues,
with the top five insurance carriers accounting for about one third
of total revenues, also weighs on the rating.
The B2 CFR also reflects BenefitMall's recurring revenue base in
excess of 80% of revenues, which adds predictability to revenues,
and the modest capital expenditure requirements, which combine with
the recurring revenue base to provide steady free cash flow
generation ("FCF"). The rating also reflects the long-standing base
of brokers using BenefitMall (70% using BenefitMall for five years
or more) and the national scale of this broker base, which Moody's
believes provides BenefitMall with a compelling offer to their
insurance carrier customers to distribute their health insurance
product.
The B2 rating on the Term Loan and Revolver reflects their
seniority and priority collateral position in the capital structure
relative to a modest cushion of unsecured liabilities.
The stable outlook reflects Moody's expectation that over the next
12 months, BenefitMall will generate flat to low-single digit
percent revenue growth. Moody's expects deleveraging over the near
term through a combination of debt repayment and EBITDA growth such
that debt to EBITDA (Moody's adjusted) declines toward the mid to
upper 4x level and FCF to debt (Moody's adjusted) increases toward
7% over the next 12 to 18 months.
The ratings could be upgraded if BenefitMall generates organic
revenue growth at least in the mid-single digits percent with an
increasing EBITDA margin and FCF directed toward debt repayment
such that FCF to debt (Moody's adjusted) is sustained above 10%.
Moody's would also expect BenefitMall to maintain a conservative
financial policy limiting debt-funded shareholder distributions.
The ratings could be downgraded if revenues decline or if debt to
EBITDA (Moody's adjusted) is sustained above 5x or if FCF to debt
(Moody's adjusted) is sustained below 5%. The ratings could be
pressured if BenefitMall loses one of its large insurance carrier
customers or if BenefitMall engages in shareholder distributions
prior to meaningful debt reduction.
BenefitMall, based in Dallas, Texas, is a health insurance and
employee benefits general agency and payroll processing company.
Upon closing of the acquisition, the company will be owned by The
Carlyle Group, L.P. and affiliates and BenefitMall senior
management. BenefitMall generates about $200 million in annual
revenues.
Assignments:
Issuer: BMC Merger Sub, Inc.
-- Corporate Family Rating -- B2
-- Probability of Default Rating -- B2-PD
-- Senior Secured First Lien Revolver --- B2 (LGD3)
-- Senior Secured First Lien Term Loan --- B2 (LGD3)
Outlook Actions:
Issuer: BMC Merger Sub, Inc.
Outlook, assigned Stable
The principal methodology used in this rating was the Business and
Consumer Service Industry Rating Methodology published in October
2016.
BOSTON HOSPITALITY: Emily Buying 3 Restaurant Businesses for $1.4M
------------------------------------------------------------------
Boston Hospitality Group, Inc., asks for authorization from the
U.S. Bankruptcy Court for the Northern District of West Virginia to
sell the restaurant businesses located at (i) 226 Comfort Inn,
Morgantown, West Virginia; (ii) 1165 Mall Run Road, Uniontown,
Pennsylvania; and (iii) 383 Patterson Drive, Morgantown, West
Virginia, together with the leases to the premises, the stock in
trade, furniture, fixtures, equipment, telephone number, trade
name, all other assets used and owned by the Debtor and its
subsidiaries in connection with the operation of the restaurant
businesses, all right, title and interest in and to any point of
sale, equipment and all software, and any prepaid rent and
utilities, to Emily Holdings, LLC, for approximately $1,400,000.
A hearing on the Motion is set for Dec. 29, 2017 at 1:30 p.m. The
objection deadline is Dec. 26, 2017 at 5:00 p.m. (EST).
There are three primary restaurant leases to be assigned. On July
27, 2017, orders were entered assuming the leases of Beanery 119,
LLC, with Solomons Beacon Inn Ltd. Partnership for the restaurant
located at 226 Comfort Inn, Morgantown, West Virginia, Boston
Restaurants - PA, Inc., with NAMDAR Realty Group for the restaurant
located at 1165 Mall Run Road, Uniontown, Pennsylvania, and Beanery
Investment Group, Inc., with Sellaro Enterprises, Inc., for the
restaurant located at 383 Patteson Drive, Morgantown, West
Virginia.
The Debtors also have these unexpired leases and executory
contracts:
a. Boston Hospitality Group, Inc. leases POS equipment from
NCR Corp., leases a 2015 GMC Yukon from GM Financial, and has an
employment contract with Patrick Padula;
b. Beanery 119, LLC, leases POS equipment from NCR Corporation
and has a laundry service contract with Cintas;
c. Boston Restaurants – PA, Inc, has a laundry service
contract with Cintas;
d. Beanery Investment Group, Inc., has a laundry service
contract with Cintas; and
e. Boston Hospitality Group, Inc., has management agreements
with its operating subsidiaries, including Beanery 119, LLC, Boston
Restaurants - PA, Inc, and Beanery Investment Group, Inc.
The Debtor's largest creditor is United Bank, Inc., successor by
merger to Centra Bank, Inc., by way of a Commercial Promissory Note
and Business Loan Agreement and other loan documents dated Oct. 28,
2015, with an outstanding balance of $2,634,511, as of July 1,
2017. This lien indebtedness is in excess of the sale price.
United holds State of West Virginia UCC Financing Statements on all
accounts, chattel paper, equipment, fixtures, general intangibles,
inventory, investment property, instruments, and deposit accounts;
whether any of the foregoing is now owned or acquired later; all
accessions, additions, replacements and substitutions relating to
any of the foregoing; all records of any kind relating to any of
the foregoing; all proceeds relating to any of the foregoing
(including insurance, general intangibles, and other accounts
proceeds) of the Debtor and its Subsidiaries (except non-debtor The
Catering Company, LLC), as well as other valuable collateral
pledged by a third-party guarantor.
The orderly liquidation value of its "hard" assets, that is, all
assets besides goodwill (United's collateral) will be insufficient
to pay United in full, with nothing left over to pay junior
creditors and unsecured creditors.
Gordon Food Service ("GFS"), a junior secured creditor of Debtors
who has filed a claim in the amount of $279,688, secured by way of
UCC Financing Statements filed in the State of West Virginia and
the Commonwealth of Pennsylvania. GFS holds no UCC against the
Debtor's assets. The UCCs filed against the assets of the Debtor's
subsidiaries were filed subsequent to United's UCCs, although the
UCC GFS filed against Boston Restaurants - PA, Inc., was filed in
the Commonwealth of Pennsylvania. GFS also filed a UCC against the
assets of The Catering Co., LLC, the Debtor's non-debtor
subsidiary, which was filed subsequent to another creditor of that
entity.
Prior to filing for bankruptcy protection, the Debtors, assistance
of a national broker, Restaurants For Sale, LLC, unsuccessfully
sought potential buyers for its business operations. Since the
bankruptcy filings, the Debtors continued searching for potential
buyers of its business operations, with the Buyer as only offeror.
The Debtors have now entered into a contract with the Buyer to sell
the Property. The Catering Co., LLC, a wholly owned subsidiary of
Debtor Boston Hospitality Group, has entered into a separate
contract with the Buyer for the sale of the catering company
business located at 63 Don Knotts Avenue Suite 2, Morgantown, West
Virginia, and may be merged with Boston Hospitality Group prior to
the sale of the assets. Because of the planned merger, notice of
all creditors and parties in interest of The Catering is also
given.
The Buyer is not willing to purchase the Debtor's assets through a
secured party sale under Article 9 of the Uniform Commercial Code.
In addition, it is demanding that the sale occur under Chapter 11
of the Bankruptcy Code free and clear of liens and encumbrances.
United is concerned over the rapidly declining value of its
collateral and the diminishing availability under the Debtor's
borrowing base.
The Property to be sold further includes the Debtors' three primary
restaurant leases with Solomons Beacon Inn Ltd. Partnership, NAMDAR
Realty Group, and Sellaro Enterprises, Inc., which will be assigned
to the Buyer for renegotiation after sale. If any lease arrearage
exists at closing, it will either be paid current by the Debtors or
waived by the leaseholders as they may agree. The Property further
includes Boston Hospitality Group, Inc. and all other entity's
leased POS equipment from NCR Corp.
The total purchase price for the Property is approximately
$1,400,000, to be paid by the assumption of that portion of the
outstanding debt owed by the Debtor to United Bank.
United, the major secured creditor, generally consents to the
Motion and sale provided no security or loan or guaranty will be
released as above set forth and reserves the right to make relevant
objections to the sale as further information is revealed or
otherwise learned about the proposed sale transaction. Sellaro
Enterprises, Inc., orally consented to the Motion and sale.
No broker or selling agent was hired by the Debtors or used to
bring about this sale and no commission is due or will be paid. The
sale is subject to and contingent upon Court approval.
Time is of the essence. The closing will take place at a time
mutually agreeable to the parties but soon after court approval and
no later than 60 days after entry of the order approving sale.
A quick sale of the Debtor's assets will preserve the jobs of its
employees, the substantial majority of which will be hired by the
Buyer. In addition, a quick sale of the assets will preserve the
going concern value and goodwill of the Debtor and will maximize
the value of its assets. United was only willing to provide Debtor
continuing financing facilities to allow it to operate in Chapter
11, subject to a short timeline to close a sale of the assets to a
Buyer.
About Boston Hospitality Group
Headquartered in Morgantown, West Virginia, Boston Hospitality
Group Inc. is a privately-held company operating under the
restaurants industry. The Boston Beanery concept was patterned
after old Boston pubs from the 1800's, which at that time were
called Beaneries. The company now has five Boston Beanery
locations across West Virginia, Pennsylvania, and Virginia.
Boston Hospitality, Beanery 119 LLC, Boston Restaurants - PA Inc.,
and Beanery Investment Group, Inc. sought protection under Chapter
11 of the Bankruptcy Code (Bankr. N.D. W.Va. Case Nos. 17-00710 to
17-00713) on July 1, 2017. Patrick J. Padula, president, signed
the petition. The cases are jointly administered.
At the time of the filing, Boston Hospitality estimated assets and
liabilities of $1 million to $10 million.
The Debtors hired Johnson Law LLC and J. Frederick Wiley, PLLC, as
counsel.
On July 19, 2017, the Court consolidated the four bankruptcy cases,
with Boston Hospitality Group, Inc., Case # 17-00710, as the lead
case.
BOWMAN DAIRY: Taps Lingle Real Estate as Broker
-----------------------------------------------
Bowman Dairy Farms LLC seeks approval from the U.S. Bankruptcy
Court for the Southern District of Indiana to hire a real estate
broker.
The Debtor proposes to employ Lingle Real Estate in connection with
the sale of its real estate located at 659 S. Wilbur Wright Road,
Liberty Township, in New Castle, Indiana.
The firm will receive a commission of 3.5% of the purchase price
for the property, which will be sold for $119,000.
Paul Lingle, president of Lingle Real Estate, disclosed in a court
filing that he and his firm do not represent any interest adverse
to the Debtor's estate.
The firm can be reached through:
Paul Lingle
Lingle Real Estate
801 North A Street,
Richmond, IN 47374
Phone: (800) 473-0072
About Bowman Dairy Farms
Bowman Dairy Farms LLC is a family-owned, member-managed Indiana
limited liability company that operates a grain and dairy farm
located at 2270 North County Road 900 East, Hagerstown, Indiana.
The member units in the Debtor are owned 50% by Trent Bowman and
50% by Bennie Bowman. It owns approximately 1400 acres, two
commercial dairying operations, and cash leases approximately 2,000
acres. It also owns and leases equipment and machinery for its
operations. It also has a small milk hauling operation that hauls
the milk produced by the two commercial dairies. The company has a
small cattle feeding operation, where it primarily feeds out some
of the bull calves from the dairies. Most of its cattle feeding
operation was closed out in early 2017.
Bowman Dairy Farms filed a Chapter 11 petition (Bankr. S.D. Ind.
Case No. 17-06475) on Aug. 27, 2017. The petition was signed by
Trent N. Bowman, member. At the time of filing, the Debtor
estimated assets and liabilities at $10 million to $50 million.
The Debtor is represented by Terry E. Hall, Esq., at Faegre Baker
Daniels LLP.
BRYAN DEARASAUGH: Summey Buying Conway Property for $92K
--------------------------------------------------------
Bryan and Karen Dearasaugh ask the U.S. Bankruptcy Court for the
Eastern District of Arkansas to authorize their sale of one parcel
of improved real property located at 19 Northwood Drive in Conway,
Faulkner County, Arkansas to Dustin C. Summey for $92,000.
Objections, if any, must be filed within 21 days after the date of
the filing of the Motion.
The Debtors intend to liquidate a portion of real estate, as part
of these chapter 11 proceedings, which efforts are expected to
result in returns to creditors at a higher rate than dismissal or
conversion. Moreover, due to the need for speed in liquidating
certain real estate which is currently burdensome to the estate, a
sale under 11 U.S.C. Section 363 is preferred over a sale pursuant
to a chapter 11 plan.
They propose to sell the Real Property to the Buyer for $92,000.
The parties entered into a contract for the sale of the Real
Property.
A copy of the the Real Estate Contract for the Robinson Real
Property, which is attached to the Motion, is available for free
at:
http://bankrupt.com/misc/Bryan_Dearasaugh_232_Sales.pdf
The proceeds from the sale of the 19 Northwood Property is to be
paid in accordance with and set forth in the Motion:
a. There will be a 5% real estate commission charged on the
sale of the Real Property;
b. Current and delinquent real estate taxes will be paid from
proceeds and 2017 real estate taxes will be prorated based on the
closing date;
c. Each party will pay closing costs; and
d. Remaining net proceeds will be paid to Centennial Bank and
applied first to the principal and past due interest on Loan 2997
with any overages to be applied to Loan 1268.
The transaction costs associated with the sale, and taxes
associated with the sale will be allowed and treated as
administrative expenses and may be paid in full upon realization of
the gross proceeds from the sale of the Real Property.
The sale is on a strictly "as is, where is" basis with no
warranties being extended except as to title, and free and clear of
all liens, claims, encumbrances, obligations, liabilities,
contractual commitments or interests of any kind or nature
whatsoever.
The Sale of the parcel of real property is in the best interest of
the Debtors and their creditors. The sale will be final, without
further orders of the Court. The Debtor will, however, file a
Report of Sale within five days of closing.
Bryan and Karen Dearasaugh own and manage residential and
commercial real estate. They sought Chapter 11 protection (Bankr.
E.D. Ark. Case No. 17-10969) on Feb. 20, 2017. The Debtors tapped
Kevin P. Keech, Esq., at Keech Law Firm, PA, as counsel.
C SWANK ENTERPRISES: Bravo Charlie to Pay First Commonwealth Bank
-----------------------------------------------------------------
C Swank Enterprises, LLC, filed with the U.S. Bankruptcy Court for
the Western District of Pennsylvania a third amended Chapter 11
plan of reorganization dated Nov. 13, 2017.
Class 16 Unsecured Claims will be paid in full without interest on
the Plan Effective Date. The single payment to Class 16 will be
made on the Plan Effective Date. There are no members in this
class. Any amount not paid under this Plan will be discharged upon
confirmation of the Plan. This provision for payment of class 16
does not extend to claims included in class 17.
Royal Flush reserves the right to assert claims against the Debtor
in the event Royal Flush pays on obligations of C Swank guaranteed
by Royal Flush and the claims will not be discharged by
confirmation of this plan.
Class 17 Creditors who have claims arising from guaranty of debts
of related entities. Excluding the secured guaranty claims of
First National Bank of Pennsylvania and FNB Commercial Leasing
which are retained and treated under Classes 2 and 12 in this Plan,
this Class is comprised of creditors who hold guarantees of
obligations of C Swank Enterprises, LLC, Carol Swank or Brian
Swank. These claims are unsecured and remain contingent. The only
member of this class who has filed a claim is First Commonwealth
Bank. First Commonwealth Bank will be modified by the C Swank
Plan; and it will be paid by Bravo Charlie LLC.
Any other creditor who holds a guaranty of C Swank Enterprises,
LLC, for a Royal Flush, Inc. obligation will be modified by this
plan. These claims will be paid their principal and the modified
interest rate so that they are paid their modified claim in full by
Royal Flush Class 17 creditors will retain their claims against the
Debtor and any third parties who are liable for the debts and the
debts will not be deemed discharged as to the Debtor or any third
party who may be obligated to the Bank in connection with the same
upon confirmation of the Plan. However, this Plan does not
contemplate any distribution to the creditors by the Debtor.
Rather, these creditors will receive payments from the third party
borrower. Provided the third party fully performs, the Class 17
claims will be deemed paid, and no further sums will be owed by the
Debtor. Additionally, so long as the third party makes payments
and otherwise fulfills its obligations, the Class 17 creditors will
be prohibited from taking any action against the Debtor pursuant to
the terms of the Confirmation Order so long as the entity from
which payment is to be made in fact makes payments and otherwise
fulfills its obligations to the creditors. Upon confirmation of
the plan, the obligations of Debtor, any third party obligors, and
the Class 17 creditors will be governed by the applicable loan
documents, except as expressly modified by the Plan.
In the event the third party fails to perform, the prohibition of
the confirmation order will be dissolved automatically, and the
Class 11 Creditors may exercise any and all available rights and
remedies they may have under the applicable loan documents or other
applicable law against the Debtor or any other obligor to recover
the balances owed in connection with their claims. The individual
guarantors will execute any agreement that stipulates that no
defense, including statute of limitations or waiver, will occur as
a result of the confirmation of this plan and this treatment under
this plan of reorganization. Provided the reorganized Debtor makes
all payments under this amended plan, this class' creditors will
reduce any claims against the guarantors for any amount in excess
of the plan payments. Except for FNB, the Debtor in this case and
in the Royal Flush case is seeking a prohibition order under 11
U.S.C. 105 to enjoin the attempted collection against any guarantor
or co-obligor while this Debtor makes payments on the underlying
debts.
In the event a default by a third party, a Class 17 creditor will
provide written notice to the disbursing agent. Upon receipt of
such notice, the disbursing agent will treat such creditor as a
Class 16 creditor.
A copy of the Third Amended Plan is available at:
http://bankrupt.com/misc/pawb16-23451-306.pdf
As reported by the Troubled Company Reporter on Oct. 19, 2017, the
Debtor filed with the Court its latest disclosure statement to
accompany its plan of reorganization, dated Oct. 10, 2017. Class 3
under the latest plan is the secured claim of Paccar Financial.
The total secured claims of this creditor are $583,700.76. They
will be paid in full over seven years with a fixed interest rate of
five 5%.
About C Swank Enterprises
Headquartered in Apollo, Pennsylvania, C Swank Enterprises, LLC,
filed for Chapter 11 bankruptcy protection (Bankr. W.D. Pa. Case
No. 16-23451) on Sept. 15, 2016, estimating its assets and
liabilities at between $1 million and $10 million. The petition
was signed by Carol A. Swank, managing member.
Judge Carlota M. Bohm presides over the case.
Donald R. Calaiaro, Esq., at Calaiaro Valencik serves as the
Debtor's bankruptcy counsel.
The Debtor has no unsecured creditor, according to its Chapter 11
petition.
CALPINE CONSTRUCTION: S&P Rates $1BB Sr. Secured Term Loan 'BB'
---------------------------------------------------------------
S&P Global Ratings assigned its 'BB' issue-level rating and '1'
recovery rating to Calpine Construction Finance Co. L.P.'s (CCFC)
$1 billion senior secured term loan due 2025. The 'BB' issue-level
rating on Calpine Corp.'s $625 million senior secured notes due
2026, to which it is proposing a $550 million add-on, is unchanged.
The recovery rating on the term loan and notes is '1', reflecting
our expectation of very high (90%-100%, rounded estimate: 95%)
recovery in the event of default.
The company intends to use net proceeds from the issuance primarily
to refinance the $1.55 billion currently outstanding at CCFC and
due in 2020 and 2022. While the refinancing of a portion of the
outstanding CCFC loan at the Calpine Corp. level on a secured basis
subordinates unsecured debtholders, the revision in our recovery
estimates on Calpine's unsecured debt is nonmaterial and remains in
the modest recovery range (rounded estimate: 25%).
Calpine is a large U.S. independent power producer--26 gigawatts
across 80 natural gas and geothermal assets (including under
construction). Calpine sells into merchant markets primarily in
California, Texas, and the northeast U.S. Calpine is growing into
retail in many U.S. states via acquired retail arms, Champion
Energy (2015) and Nobel North America (2016)--serving about 3
million customers. A significant share of cash flow is stable from
contracts, capacity revenues, and retail power. Calpine owns CCFC,
which contracts its power plans to Calpine.
The 'B+' corporate credit rating on Calpine is based on its
assessment of a fair business risk profile and highly leveraged
financial risk profile. The outlook is stable.
Ratings List
Calpine Corp.
Corporate Credit Rating B+/Stable/--
New Rating
Calpine Construction Finance Co. L.P.
$1 bil sr sec'd term loan BB
Recovery Rating 1(95%)
Rating Affirmed
Calpine Corp.
*$1.175 bil sr sec'd notes due 2026 BB
Recovery Rating 1(95%)
*Includes proposed $550 million add-on.
CAMBRIDGE REALTY: Sale of Wall Property to Kogan for $1.8M Approved
-------------------------------------------------------------------
Judge Christine Gravelle of the U.S. Bankruptcy Court for the
District of New Jersey authorized Cambridge Realty Associates,
LLC's sale of the real property located at 1973 Route 34, Wall, New
Jersey, to Michael Kogan as nominee for an entity to be formed or
his designee for $1,757,500.
A hearing on the Motion was held on Oct. 17, 2017 at 10:00 a.m.
The sale is free and clear of all liens, claims, interest and
encumbrances of any kind or nature whatsoever.
Any liens, claims or encumbrances held by these parties will become
a lien against the sale proceeds which will be distributed at the
time of closing of title as follows:
a. The Debtor will be authorized to pay any and all municipal
charges and fees against the Subject Property necessary to
consummate the closing including redeeming any tax sale
certificates or other municipal liens.
b. The Debtor will be further authorized to pay any
condominium association liens to the extent the liens prime the
rights of the first mortgage holder, Kearny Federal Savings Bank.
c. All net proceeds after payment of the items enumerated
will be paid to Kearny Bank, and the amount to be paid to Kearny
Bank will not be less than $1,580,000 subject only to any further
ordinary closing adjustments that must be paid in order to allow
the sale to close.
The Court waives the 14-day stay of the Order as per Federal Rule
of Bankruptcy Procedure 6004(g) so as to allow the closing to occur
immediately upon the entry of the order.
The Seller will not be required to pay the realty transfer fee in
connection with the closing as the sale is by a debtor in
possession with the rights of a Trustee in bankruptcy.
About Cambridge Realty Associates LLC
Cambridge Realty Associates, LLC, based in Sea Girt, New Jersey,
filed a Chapter 11 petition (Bankr. D.N.J. Case No. 17-26154) on
August 9, 2017. The petition was signed by Loretta Dweck, its
managing member. In its petition, the Debtor estimated $5.53
million in assets and $2.99 million in liabilities.
Judge Christine M. Gravelle presides over the case. Joseph
Casello, Esq., at Collins Vella & Casello, LLC, serves as
bankruptcy counsel.
CARDIAC CONNECTIONS: Committee Hires Pierce McCoy as Counsel
------------------------------------------------------------
The Official Committee of Unsecured Creditors of Cardiac
Connections Home Health Care Nursing Services, Corp., seeks
authorization from the U.S. Bankruptcy Court for the Eastern
District of Virginia to retain Pierce McCoy, PLLC, as counsel to
the Committee.
The Committee requires Pierce McCoy to:
(a) advise the Committee with respect to its rights, duties
and powers in the Chapter 11 case;
(b) assist and advise the Committee in its consultations with
the Debtor relative to the administration of this Chapter
11 case;
(c) assist the Committee in analyzing the claims of the
Debtor's creditors and the Debtor's capital structure
and in negotiating with holders of claims and equity
interests;
(d) assist the Committee in its investigation of the acts,
conduct, assets, liabilities and financial condition of
the Debtor and of the operation of the Debtor's business;
(e) assist the Committee in its investigation of the liens
and claims of the Debtor's pre-petition lenders and the
prosecution of any claims or causes of action revealed
by the investigation;
(f) assist the Committee in its analysis of, and negotiations
with, the Debtor or any third party concerning matters
related to, among other things, the assumption or
rejection of certain leases of nonresidential real
property and executory contracts, asset dispositions,
financing of other transactions and the terms of a plan of
reorganization for the Debtor and accompanying disclosure
statement and related plan documents;
(g) assist and advise the Committee in communicating with
unsecured creditors regarding significant matters in the
Chapter 11 case;
(h) represent the Committee at hearings and other proceedings;
(i) review and analyze applications, orders, statements of
operations and schedules filed with the Court and advise
the Committee as to their propriety;
(j) assist the Committee in preparing pleadings and
applications as may be necessary in furtherance of the
Committee's interests and objectives;
(k) prepare, on behalf of the Committee, any pleadings,
including without limitation, motions, memoranda,
complaints, adversary complaints, objections or comments
in connection with any of the foregoing; and
(l) perform such other legal services as may be required or
are otherwise deemed to be in the interests of the
Committee in accordance with the Committee's powers and
duties as set forth in the Bankruptcy Code, Bankruptcy
Rules or other applicable law.
Pierce McCoy will be paid at these hourly rates:
Attorneys $175-$290
Law Clerks $75
Pierce McCoy will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Jonathan A. Grasso, partner of Pierce McCoy, PLLC, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and (a) is not
creditors, equity security holders or insiders of the Debtor; (b)
has not been, within two years before the date of the filing of the
Debtor's chapter 11 petition, directors, officers or employees of
the Debtor; and (c) does not have an interest materially adverse to
the interest of the estate or of any class of creditors or equity
security holders, by reason of any direct or indirect relationship
to, connection with, or interest in, the Debtor, or for any other
reason.
Pierce McCoy can be reached at:
Jonathan A. Grasso, Esq.
PIERCE MCCOY, PLLC
101 West Main Street, Suite 101
Norfolk, VA 23510
Tel: (443) 525-4821
Fax: (757) 257-0387
E-mail: jon@piercemccoy.com
About Cardiac Connections Home
Health Care Nursing Services, Corp.
Cardiac Connections Home Health Care Nursing Services Corp.
provides various high quality in-home health care and skilled
nursing services to Richmond and surrounding counties and counties,
which services include observation and assessment of condition;
gastrostomy care; client and family education and management of
disease process; tracheostomy care; preventative measures and
management of chronic diseases; catheter care; management &
evaluation of client care plan; injections; medication education
and management; venipuncture; wound care; iv therapy; home safety
and emergency education; ostomy care; diabetic management and care;
pain management; enteral and parenteral nutrition; nutritional
support; and care and management of left ventricular assist
device.
Cardiac Connections filed a Chapter 11 petition (Bankr. E.D. Va.
Case No. 17-35183) on Oct. 16, 2017. Zainab Mariam Dumbuya,
president and chief executve officer, signed the petition.
At the time of the filing, the Debtor disclosed that it had
estimated assets of less than $500,000 and liabilities of less than
$1 million.
Robert S. Westermann, Esq., and Rachel A. Greenleaf, Esq., at
Hirschler Fleischer, P.C., in Richmond, Virginia, serve as counsel
to the Debtor.
The Office of the U.S. Trustee on Nov. 6 appointed two creditors to
serve on the official committee of unsecured creditors in the
Chapter case of Cardiac Connections Home Health Care Nursing
Services Corp. The Committee hires Pierce McCoy, PLLC, as counsel.
CARL WEBER GREEN: Taps Giordano Halleran as Legal Counsel
---------------------------------------------------------
Carl Weber Green Properties, LLC, seeks approval from the U.S.
Bankruptcy Court for the District of New Jersey to hire Giordano,
Halleran & Ciesla, P.C., as its legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code and will provide other legal services related to
its Chapter 11 case.
The firm's hourly rates are:
Partners $425
Associates $250
Paralegals $125
Donald Campbell, Esq., the attorney who will be handling the case,
will charge an hourly fee of $425.
Mr. Campbell disclosed in a court filing that he and his firm are
"disinterested" as defined in section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
Donald F. Campbell, Jr., Esq.
Giordano, Halleran & Ciesla, P.C.
125 Half Mile Road, Suite 300
Red Bank, NJ 07701
Phone: (732) 741-3900
Email: info@ghclaw.com
About Carl Weber Green Properties
Carl Weber Green Properties, LLC is affiliated with 3490RT94, LLC,
which sought bankruptcy protection on Nov. 17, 2016 (Bankr. D.N.J.
Case No. 16-32067). 3490RT94 listed its business as a single asset
real estate.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D.N.J. Case No. 17-29110) on September 20, 2017.
Philip Sivin, manager, signed the petition.
At the time of the filing, the Debtor disclosed that it had
estimated assets of $1 million to $10 million and liabilities of
less than $1 million.
CASCADE ACCEPTANCE: Trustee Hires Bachecki Crom as Accountant
-------------------------------------------------------------
Timothy W. Hoffman, the Ch. 11 Trustee of Cascade Acceptance
Corporation, seeks authority from the U.S. Bankruptcy Court for the
Northern District of California to employ Bachecki Crom & Co., LLP,
as accountant to the Trustee.
The Trustee requires Bachecki Crom to:
-- prepare and file corporate income tax returns;
-- prepare monthly operating reports;
-- prepare tax projections and perform tax analysis regarding
the impact of proposed plan terms, if necessary;
-- analyze the tax impact of potential transactions, if
necessary;
-- serve as Trustee's general accountant and to consult with
the Trustee and the Trustee's counsel as to those matters
during the Chapter 11 proceeding.
Bachecki Crom will be paid at these hourly rates:
Partners $380-$525
Senior Accountant $270-$360
Junior Accountant $165-$260
Bachecki Crom will also be reimbursed for reasonable out-of-pocket
expenses incurred.
To the best of the Debtor's knowledge the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtor and
its estates.
Bachecki Crom can be reached at:
BACHECKI CROM & CO., LLP
400 Oyster Point Blvd, Suite 106
South San Francisco, CA 94080
Tel: (415) 398-3534
About Cascade Acceptance Corporation
Mill Valley, California-based Cascade Acceptance Corporation filed
for Chapter 11 bankruptcy protection (Bankr. N.D. Calif. Case No.
09-13960) on Nov. 23, 2009. At the time of the filing, the Debtor
estimated $50 million to $100 million in assets and debts. Douglas
B. Provencher, Esq., at the Law Offices of Provencher and Flatt,
assisted the Debtor in its restructuring effort.
On July 12, 2010, Judge Jaroslovsky converted the Chapter 11 case
to one under Chapter 7 of the Bankruptcy Code. Timothy W. Hoffman
was appointed Chapter 7 trustee at the time of the conversion.
Post-conversion, a Chapter 7 creditors committee was appointed by
the Office of the U.S. Trustee.
On November 21, 2017, the case was converted back to Chapter 11.
Timothy W. Hoffman was appointed Chapter 11 trustee.
CASHMAN EQUIPMENT: Sale of JMC 180 Barge to Beyel Brothers Approved
-------------------------------------------------------------------
Judge Melvin S. Hoffman of the U.S. Bankruptcy Court for the
District of Massachusetts authorized Cashman Equipment Corp.'s sale
of JMC 180, an ABS deck barge, to Beyel Brothers, Inc. free and
clear of liens, claims and interests.
The hearing on the Motion set for Dec. 1, 2017 was cancelled.
The sale is pursuant to the procedures set forth in the Court's
Sale Order dated Oct. 24, 2017.
The Debtor is authorized to pay from the proceeds of the sale of
the JMC 180: (i) to U.S. Maritime Administration ("MARAD"), the
undisputed portion of MARAD's claim that is secured by a lien on
the JMC 180; and (ii) to Starr Indemnity & Liability Co. and Great
American Insurance Co. ("Insurers"), $5,099 in full and final
satisfaction of their claim that is secured by a lien on the JMC
180.
It will reserve the disputed portion of MARAD's claim, if any,
pending further order of the Court. The Debtor will retain the
balance of the proceeds of the JMC 180 as unencumbered cash. MARAD
and the Insurers will provide to the Debtor any documents
reasonably necessary to evidence the discharge of their respective
liens on the JMC 180.
About Cashman Equipment Corp.
Headquartered in Boston, Massachusetts, Cashman Equipment Corp. --
http://4barges.com/-- was founded in 1995 as a barge rental and
marine contracting company with a fleet of 10 barges, 9 of which
were built in the 1950s and 1960s. Cashman Equipment and certain
of its affiliates and subsidiaries own, operate, rent, and sell a
fleet of vessels, including inland and ocean barges, marine
accommodation barges, specialized oil spill recovery barges, and
tugs, as well as marine equipment, such as cranes, accommodation
units, and marine pollution skimmers.
Cashman Equipment and certain of its affiliates and subsidiaries,
Cashman Scrap & Salvage, LLC, Servicio Marina Superior, LLC, Mystic
Adventure Sails, LLC, and Cashman Canada, Inc., filed Chapter 11
petitions (Bankr. D. Mass. Lead Case No. 17-12205) on June 9, 2017.
The petitions were signed by James M. Cashman, the Debtors'
president. Mr. Cashman also commenced his own Chapter 11 case
(Bankr. D. Mass. Case No. 17-12204). The cases are jointly
administered.
Cashman Equipment estimated its assets and debt at between $100
million and $500 million.
Judge Melvin S. Hoffman presides over the cases.
Harold B. Murphy, Esq., and Michael K. O'Neil, Esq., at Murphy &
King, Professional Corporation, serve as Cashman Equipment, et
al.'s counsel. Jeffrey D. Sternklar, Esq., at Jeffrey D. Sternklar
LLC, serves as Mr. Cashman's counsel.
An official committee of unsecured creditors has been appointed in
the case and is represented by Michael J. Fencer, Esq., and John T.
Morrier, Esq., at Casner & Edwards, LLP.
CASHMAN EQUIPMENT: Taps Saunders & Saunders as Special Counsel
--------------------------------------------------------------
Cashman Equipment Corp. seeks approval from the U.S. Bankruptcy
Court for the District of Massachusetts to hire Saunders & Saunders
LLP as special counsel.
The firm will represent the company and its affiliates with respect
to negotiating, documenting, and closing sales and charters of
their vessels in the ordinary course of their businesses.
The Debtors initially employed Kelly & Mancini, P.C. as their
special counsel. However, Andrew Saunders, Esq., the principal
attorney handling the matters at Kelly & Mancini, has recently
re-established his relationship with Saunders.
Mr. Saunders' hourly rate is $325, which is the same rate he
charged at Kelly & Mancini.
Mr. Saunders disclosed in a court filing that the firm's
shareholders and associates are "disinterested" as defined in
section 101(14) of the Bankruptcy Code.
In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Mr.
Saunders disclosed that his firm has not agreed to a variation
from, or alternative to, its standard or customary billing
arrangements for its employment with the Debtors; and that no
Saunders professional has varied his rate based on the geographic
location of the Debtors' bankruptcy cases.
Mr. Saunders also disclosed that he did not represent the Debtors
as outside counsel in the 12 months prior to their bankruptcy
filing but he represented them as general counsel pursuant to a
salaried arrangement.
The firm has discussed staffing of the Debtors' cases and an
outline of work to be accomplished in the initial phase of its
employment, and that it will discuss and establish a budget with
the Debtors with respect to its professional fees, Mr. Saunders
disclosed.
Saunders can be reached through:
Andrew B. Saunders, Esq.
Saunders & Saunders LLP
700 Pleasant Street
New Bedford, MA 02740
Phone: 508-999-0600
About Cashman Equipment Corp.
Headquartered in Boston, Massachusetts, Cashman Equipment Corp. --
http://4barges.com/-- was founded in 1995 as a barge rental and
marine contracting company with a fleet of 10 barges, 9 of which
were built in the 1950s and 1960s. Cashman Equipment and certain
of its affiliates and subsidiaries own, operate, rent, and sell a
fleet of vessels, including inland and ocean barges, marine
accommodation barges, specialized oil spill recovery barges, and
tugs, as well as marine equipment, such as cranes, accommodation
units, and marine pollution skimmers.
Cashman Equipment and certain of its affiliates and subsidiaries,
Cashman Scrap & Salvage, LLC, Servicio Marina Superior, LLC, Mystic
Adventure Sails, LLC, and Cashman Canada, Inc., filed Chapter 11
petitions (Bankr. D. Mass. Lead Case No. 17-12205) on June 9, 2017.
The petitions were signed by James M. Cashman, the Debtors'
president. Mr. Cashman also commenced his own Chapter 11 case
(Bankr. D. Mass. Case No. 17-12204). The cases are jointly
administered.
Cashman Equipment estimated its assets and debt at between $100
million and $500 million.
Judge Melvin S. Hoffman presides over the cases.
Harold B. Murphy, Esq., and Michael K. O'Neil, Esq., at Murphy &
King, Professional Corporation, serve as Cashman Equipment, et
al.'s counsel. Jeffrey D. Sternklar, Esq., at Jeffrey D. Sternklar
LLC, serves as Mr. Cashman's counsel.
An official committee of unsecured creditors has been appointed in
the case and is represented by Michael J. Fencer, Esq., and John T.
Morrier, Esq., at Casner & Edwards, LLP.
CC CARE LLC: Hires Burke Warren as Bankruptcy Counsel
-----------------------------------------------------
CC Care, LLC, and its debtor-affiliates seek authority from the
U.S. Bankruptcy Court for the Northern District of Illinois to
employ Burke Warren MacKay & Serritella, P.C., as attorney to the
Debtors.
CC Care requires Burke Warren to:
a. prepare necessary applications, motions, answers, orders,
adversary proceedings, reports and other legal papers;
b. provide the Debtors with legal advice with respect to their
rights and duties involving their property as well as their
reorganization efforts;
c. appear in court and litigate whenever necessary in the
Bankruptcy Court and with respect to any action; and
d. perform any and all other legal services that may be
required from time to time in the ordinary course of the
Debtors' businesses during the administration of the
bankruptcy cases.
Burke Warren will be paid at these hourly rates:
David K. Welch $510
Brian P. Welch $325
Prior to the filing of the Chapter 11 cases, Burke Warren was paid
a total of $110,000 as advance payment retainers.
Burke Warren will also be reimbursed for reasonable out-of-pocket
expenses incurred.
The Chapter 11 cases were prepared and filed at a time that
Debtors' Lead Counsel, David K. Welch, Esq., was in the process of
moving his practice from the law firm of Crane Heyman Simon Welch &
Clar to Burke Warren. Mr. Welch moved his practice to Burke Warren
on November 6, 2017. As a result of the timing issues, the Debtors
also retained Crane Heyman to prepare and file the Chapter 11
cases, and perform specific legal services that are not duplicative
of the legal services rendered by Burke Warren. Crane Heyman was
paid in advance by the Debtors in the amount of $49,000.
David K. Welch, partner of Burke Warren MacKay & Serritella, P.C.,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtors and their
estates.
Burke Warren can be reached at:
David K. Welch, Esq.
BURKE WARREN MACKAY & SERRITELLA, P.C.
330 N. Wabash, Suite 2100
Chicago, IL 60611
Tel: (312) 840-7000
About CC Care, LLC
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, Ill.
FT Care Frankfort Terrace Nursing Center, Frankfort, Ill.
JT Care Joliet Terrace Nursing Center, Joliet, Illinois
KT Care Kankakee Terrance Nursing Center, Bourbonnais, Ill.
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, their manager and
designated representative, signed the petitions.
The cases are jointly administered under Case No. 17-32406 and
assigned to Judge Janet S. Baer.
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.
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; (2) Pat Comstock; (3) Brian Fitzsimmons; (4) Nancy
Jennings; (5) Janis Jones; (6) Dick Krause; and (7) Donald Torres.
CENTRAL GARDEN: Moody's Assigns B1 Rating to $300MM Unsec. Notes
----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to $300 million
senior unsecured notes issued by Central Garden & Pet Company. Net
proceeds will be used to finance future acquisitions. There are no
changes to any existing ratings or the stable outlook.
"Central is pre-funding acquisitions at relatively low interest
rates with leverage staying around 3.0 times provided future
acquisitions are done at price multiples similar to previous
acquisitions," said Kevin Cassidy, senior credit officer at Moody's
Investors Service. "If Central can't find appropriate acquisition
targets in the next year or two, Moodys expect it to use proceeds
to repurchase existing notes, which become callable in March 2018,"
Cassidy noted.
Rating assigned:
$300 million senior unsecured notes due 2028 at B1 (LGD 4);
RATINGS RATIONALE
Central Garden's Ba3 Corporate Family Rating reflects its moderate
leverage with debt to EBITDA at around 2.5 times (3.0 times pro
forma) and good operating performance. The rating is supported by
the company's strong market position in pet and lawn & garden, good
size with revenue around $2.0 billion, solid brand recognition
among consumers, and moderate financial policies. The ratings are
constrained by the seasonality of earnings and cash flows, weather
dependency, exposure to volatile raw materials prices, the somewhat
discretionary nature of its products, and by its highly
concentrated customer base.
The stable outlook reflects Moody's view that Central Garden will
remain a moderately sized company, operating in a specialized,
niche market, and maintain solid credit metrics.
The SGL2 speculative grade liquidity rating reflects Central's good
liquidity highlighted by cash and short term investments of about
$15 million and Moodys expectation of about $65 million of free
cash flow.
The ratings could be downgraded if Central's operating performance
deteriorates. Additionally, if debt to EBITDA is sustained above 3
times, possibly due to it acquiring companies at higher multiples
than in the past, ratings could be downgraded.
The ratings could be upgraded if the company is able to
meaningfully improve revenues, earnings, cash flow and credit
metrics. Specifically, debt to EBITDA sustained below 2 times could
result in an upgrade.
Headquartered in Walnut Creek, California, Central Garden & Pet
Company manufactures branded products and distributes third-party
products in the lawn and garden and pet supplies industries in the
United States. Sales approximated $2.0 billion.
CENTRAL GARDEN: S&P Rates New $300MM Unsecured Notes 'BB-'
----------------------------------------------------------
S&P Global Ratings assigned its 'BB-' issue-level rating to Walnut
Creek, Calif.-based Central Garden & Pet Co.'s proposed $300
million senior unsecured notes due 2028. The '4' recovery rating on
the proposed notes indicates that creditors could expect average
(30% to 50%, rounded estimate 30%) recovery in the event of a
payment default.
S&P said, "We also revised our recovery rating on the existing $400
million 6.125% senior unsecured notes due 2023 to '4' (30% rounded
recovery estimate) from '3' due to the higher amount of proposed
unsecured debt in the capital structure. We expect the company will
use net proceeds from the proposed issuance for general corporate
purposes, primarily to make acquisitions. Our ratings assume the
note issuance closes on substantially the terms provided to us.
Total debt outstanding pro forma for the proposed transaction is
about $700 million.
"Our 'BB-' corporate credit and senior unsecured note issue-level
ratings are unchanged by the transaction. The outlook is positive.
"Our ratings on Central incorporate the company's meaningful
operational improvements over the last four to five years,
defensible positions in the niche pet supply and garden products
sectors (which we view as relatively stable), and moderate balance
sheet leverage, including adjusted debt to EBITDA between 3.0-3.5x.
The rating also considers the company's number two position in the
garden products industry (typically behind The Scotts Miracle-Gro
Co., which is the dominant player thanks to its solid brands), as
well as several risks that are inherent to the industry. This
includes the negative effects of potential extreme weather
conditions, significant cash flow seasonality, and environmental
risk. We view Central's pet products business as relatively stable,
albeit highly fragmented and competitive. In addition, our ratings
assume there will be no significant regulatory restrictions such as
curbs on fish, reptiles, and other aquarium-based pet imports. We
also expect the company will maintain its market share as online
sales--which are still only around 20% of the overall
industry--continue to make up a greater portion of its pet segment
sales."
RATINGS LIST
Central Garden & Pet Co.
Corporate credit rating BB-/Positive/--
Ratings assigned
Central Garden & Pet Co.
Senior unsecured
$300 mil. notes due 2028 BB-
Recovery rating 4 (30%)
Issue rating affirmed; recovery rating revised
To From
Central Garden & Pet Co.
Senior unsecured
$400 mil. 6.125% notes due 2023 BB- BB-
Recovery rating 4 (30%) 3 (55%)
CHILDRESS GATEWAY: City To Be Paid Over 5 Yrs., 4% Per Annum
------------------------------------------------------------
Childress Gateway Enterprise, Inc., filed with the U.S. Bankruptcy
Court for the Eastern District of Texas a first amended disclosure
statement dated Nov. 15, 2017, referring to the Debtor's plan of
reorganization.
Class 5 Allowed Priority Claim of City of Childress in the
estimated amount of $11,333.17 will be paid over 60 months from the
Confirmation Date with interest on the claims at the rate of 4% per
annum. Payments will be made on the first day of the month
following the Effective Date.
The Debtor will keep current all post-petition occupancy taxes.
In the event of a default under the Plan, counsel for holder of a
claim in this class will provide notice of the default via
facsimile to counsel for the debtor. The default will be cured
within 10 business days of the date of transmission of the notice
of default. In the event the default is not cured, the Class 4
Claimant will be entitled to pursue all amounts owed pursuant to
state law outside of the Court. The claimant will only be required
to provide two notices of default. Upon a third event of default,
the Class 4 Claimant will be entitled to collect all amounts owed
pursuant to state law outside of the Court without further notice.
Class 5 Claim is impaired by the Plan.
A copy of the First Amended Disclosure Statement is available at:
http://bankrupt.com/misc/txeb17-41406-55.pdf
As reported by the Troubled Company Reporter on Oct. 31, 2017, the
Debtor sought conditional approval from the Court of its disclosure
statement dated Oct. 12, 2017. The plan that the disclosure
statement referred to proposed to pay all secured creditors in full
and the unsecured creditors a dividend, the Debtor believes that
the creditors are receiving as much as they would receive in
Chapter 7 liquidation.
About Childress Gateway
Headquartered in Richardson, Texas, Childress Gateway Enterprise,
Inc., doing business as Econo Lodge, owns the Econo Lodge located
at 1804 Ave. F N.W., Childress, Texas.
Childress Gateway filed for Chapter 11 bankruptcy protection
(Bankr. E.D. Tex. Case No. 17-41406) on June 30, 2017, estimating
its assets and liabilities at between $1 million and $10 million
each. The petition was signed by Manherlal B. Patel, president.
Judge Brenda T. Rhoades presides over the case.
Joyce W. Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC,
serves as the Debtor's bankruptcy counsel.
No trustee or examiner has been appointed. An official committee of
creditors has not been established.
CHLOE OX: Moody's Assigns B2 CFR & 1st Lien Debt Rating
-------------------------------------------------------
Moody's Investors Service assigned first-time credit ratings to
Chloe Ox Parent, LLC ("Chloe"), including a B2 Corporate Family
Rating ("CFR"), a B2-PD Probability of Default rating ("PDR"), and
B2 ratings on a proposed $35 million first-lien revolving credit
facility and $260 million first-lien term loan. Term loan proceeds
as well as a substantial equity contribution from sponsor New
Mountain Capital ("New Mountain") will be used to effect New
Mountain's acquisition of both CenseoHealth ("Censeo") and Advance
Health ("Advance"), two providers of health risk assessment ("HRA")
services to Medicare Advantage ("MA") health insurance plans. The
ratings outlook is stable.
Moody's assigned the following ratings to Chloe Ox Parent, LLC:
-- Corporate Family Rating, assigned B2
-- Probability of Default Rating, assigned B2-PD
-- Senior secured revolving credit facility expiring 2022,
assigned B2, LGD3
-- Senior secured first-lien term loan due 2024, assigned B2,
LGD3
-- Outlook is stable
RATINGS RATIONALE
The B2 CFR takes into account Chloe's moderately high,
approximately 4.5 times debt-to-EBITDA leverage (on a
Moody's-adjusted basis) and the challenges as well as the
opportunities posed by merging, with private equity backing, two
competitors with different operating models and very different
profitability. Slightly larger than its nearest competitor's, the
combined company's roughly $260 million revenue base is
nevertheless small and narrowly focused, and vulnerable to both
customer concentration and, especially, legislative risk. One
rationale for merging the two companies lies in combining Advance's
relatively stationary network of 750 nurse practitioners ("NPs")
with Censeo's more mobile base of 1,700 contracted physicians and
NPs and deploying the physicians as needed in suburban and more
difficult-to-reach places, and staffing the NPs in more densely
populated markets. A second rationale includes diversifying from
the narrow product focus on HRA services into ancillary
care-management services, which Advance provides at present, albeit
to a very limited degree.
The ratings are supported by demand characteristics for HRAs, whose
annual use is supported by the Affordable Care Act, and by
demographic trends that favor growing MA enrollment. Pricing trends
for HRAs, however, are not favorable, and Moody's views price
stability as a best-case scenario. In order for the company to
sustain its historically good revenue growth and combat pricing
pressure, it will push for increased market penetration, ancillary
services, and productivity gains from its stable of physicians and
NPs, who have a natural limit to the number of HRAs they can
perform in a day. While customer concentration is acute, that risk
is largely a function of the industry's structure, in which 70% of
MA's approximately 20 million members are enrolled in plans
conducted by the top ten insurers, such as Optum (United Health
Care), Humana, Kaiser, Aetna, and Blue Cross Blue Shield.
Moody's also views legislative changes as a distinct risk. In the
past, the CMS itself has questioned the usefulness of HRAs for
determining risk adjustments for insurers, and has addressed its
concern about the integrity of HRA risk scores. Medicare health
plans, Censeo's customers, clearly can boost profits within CMS's
risk-based reimbursement system by coding higher risk scores. As
the government has demonstrated in other regulated industries,
Moody's believes there is little to prevent CMS from abruptly,
unilaterally deciding to cut back reimbursement rates to MA
insurers, even though HRAs themselves support preventative care and
help control healthcare costs.
Chloe's leverage is high, but it is somewhat less than category
medians, while an alternative leverage measure, free cash flow as a
percentage of debt, is, in the mid- to upper-single-digit
percentages per Moody's expectations, quite strong for the rating.
Moody's believes that private-equity ownership implies an
aggressive financial policy, and as such leverage may fail to
moderate in step with anticipated EBITDA growth.
Moody's views Chloe's liquidity as good, with substantial
out-of-the-gate cash on hand, good projected free cash flow
generation, and undrawn, $35 million revolver that is ample
relative to fixed costs. Moody's expects Chloe to generate average
annual free cash flow of about $15 million over the next two
years.
The rating outlook is stable, and reflects Moody's assumption that
the company will achieve modest revenue and earnings growth over
the next 12 to 18 months along with modest debt reduction.
Supplemental revenue growth could be generated from ancillary
services (currently less than 5% of pro-forma combined revenue),
such as care-management services that focus on intensive on-site
care of chronically ill patients and are aimed at all insurance
plan types.
The rating could be upgraded if the company generates strong free
cash flows, maintains good revenue growth while diversifying
revenue sources across business lines, and brings debt-to-EBITDA
leverage towards 3.5 times.
Moody's could downgrade the rating if margins deteriorate or
revenues drop significantly, indicative, perhaps, of a reversal in
volume growth, a falloff in HRA pricing, or a legislatively imposed
change to the scope of the HRA model. Debt-to-EBITDA leverage above
5.0 times, free-cash-flow-to-debt falling to low-single-digit
percentages, or a deterioration in liquidity could also lead to a
downgrade.
Chloe Ox Parent, LLC is a leading provider of home-based care
management services for Medicare Advantage health plans in the
U.S., including health risk assessments ("HRAs") and chronic and
post-acute-care management. Moody's expects the company, which is
to be formed by the late-2017 acquisition, by New Mountain Capital,
of both CenseoHealth and Advance Health, to generate 2018 revenues
approaching $275 million.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
CHLOE OX: S&P Assigns 'B' Corp. Credit Rating, Outlook Stable
-------------------------------------------------------------
Private-equity firm New Mountain Capital plans to acquire two
leading health risk assessment (HRA) companies, CenseoHealth LLC
and Drynachan LLC (dba Advanced Health), and combine them to form
Chloe Ox Parent LLC. The combined company will be the largest
provider of HRAs in the U.S. Chloe Ox Parent LLC is issuing a $260
million senior secured term loan to finance new financial sponsor
New Mountain Capital's purchase of the two companies.
S&P Global Ratings is thus assigning its 'B' corporate credit
rating to Chloe Ox Parent LLC. The outlook is stable.
S&P said, "At the same time, we assigned our 'B' issue-level rating
and '3' recovery rating to Chloe's proposed $295 million senior
secured credit facility, consisting of a $35 million revolving
credit facility and a $260 million term loan. The '3' recovery
rating indicates our expectation for meaningful (50%-70%; rounded
estimate: 55%) recovery to lenders in the event of payment
default."
Chloe Ox Parent provides comprehensive health risk assessments and
chronic care management services to customers across 49 states. The
company's customers, which consist primarily of Medicare Advantage
plans, contract with Chloe to provide health assessments to ensure
accurate data on patient health conditions, which drives higher
reimbursement to compensate plans that enroll sicker and at-risk
patients. On a pro forma basis, the company's health assessments
will be provided by its combined 2,000-plus provider network, which
consists primarily of physicians and nurse practitioners. In S&P's
view, the size of this network is a key competitive advantage, as
prospective new entrants would need to recreate this provider
network to enter this business.
S&P said, "The stable rating outlook on Chloe Ox reflects our view
that the company will successfully manage through the integration
process, while generating $15 million to $20 million of
discretionary cash flow and leverage around 3.5x to 4.0x. It also
reflects our expectation that CMS will continue to support the use
of data generated from in-home health assessments to support risk
adjustment, and that any regulatory changes will not affect Chloe's
business model."
CHOWDER GAS: Case Summary & List of Unsecured Creditors
-------------------------------------------------------
Debtors: Chowder Gas and Storage Facility LLC
3511 Lost Nation Road, Suite 213
Willoughby, OH 44094
- and -
Lake Shore Gas Storage Inc.
3511 Lost Nation Road, Suite 213
Willoughby, OH 44094
Type of Business: Chowder Gas and Lake Shore Gas are natural
gas storage providers based in Willoughby,
Ohio.
Chapter 11 Petition Date: December 9, 2017
Affiliates that filed simultaneously Chapter 11 petitions:
Debtor Case No.
------ --------
Chowder Gas and Storage Facility LLC 17-17245
Lake Shore Gas Storage Inc. 17-17246
Court: United States Bankruptcy Court
Northern District of Ohio (Cleveland)
Judge: Hon. Arthur I Harris
Debtors' Counsel: Glenn E. Forbes, Esq.
FORBES LAW LLC
166 Main Street
Painesville, OH 44077-3403
Tel: (440) 357-6211
E-mail: bankruptcy@geflaw.net
Assets Liabilities
---------- -----------
Chowder Gas $1 million-$10 million $1 million to $10 million
Lake Shore Gas $0-$50,000 $1 million to $10 million
The petitions were signed by Richard M Osborne, managing member.
A full-text copy of Chowder Gas's petition, along with a list of
four unsecured creditors, is available for free at:
http://bankrupt.com/misc/ohnb17-12745.pdf
A full-text copy of Lake Shore Gas's petition, along with a list of
13 unsecured creditors, is available for free at:
http://bankrupt.com/misc/ohnb17-17246.pdf
CITGO PETROLEUM: S&P Places 'B-' CCR on Watch Developing
--------------------------------------------------------
Citgo Petroleum Corp. and its parent, Citgo Holding Inc. (CITGO),
are 100% indirectly owned subsidiaries of Petroleos De Venezuela
S.A. (PDVSA), the state-owned oil company of Venezuela. Venezuela
is facing a political crisis that has significantly crippled the
country's economy and, along with continued low oil prices,
severely weakened the credit profile of PDVSA.
S&P Global Ratings said it placed its ratings on CITGO Holdings
Inc. and CITGO Petroleum Corp. on CreditWatch with developing
implications. The developing designation means that the potential
impact on the ratings of CITGO Holdings and CITGO Petroleum could
be positive, negative, or unchanged but that it is unclear at this
time.
S&P Global Ratings has placed its ratings on CITGO and CITGO
Petroleum on CreditWatch with developing implications because of
heightened uncertainty regarding the separation between CITGO,
which has a stand-alone credit profile of 'b+', and its parent
PDVSA, which is rated 'SD'. S&P said, "We have selected CreditWatch
with developing implications because there are potentially both
negative and positive rating actions that we might take on CITGO
based on how the situation in Venezuela evolves. While the eventual
rating action we might take is very hard to predict, we believe
that it is somewhat more likely to be negative than positive."
The basis of S&P's 'B-' corporate credit rating on CITGO is its
designation as an "insulated subsidiary" of PDVSA under its Group
Rating Methodology. This assessment means that CITGO is
fundamentally separate from PDVSA and would not be included in the
estate of PDVSA should it file for bankruptcy protection.
CreditWatch with developing implications means that there is high
likelihood of a rating action, either negative or positive, within
the next 90 days. Events that would lead to a negative rating
action would include PDVSA seeking bankruptcy protection that a
court agrees must include CITGO or the government of Venezuela
takes action that has a negative impact on the operational
capability of CITGO, such as forcing an asset sale that alters the
cash flow profile of the company. While the relevant credit
documents governing CITGO's debt greatly limit any sale of assets
and payment to PDVSA of the resulting proceeds, PDVSA's 100%
control of CITGO and extremely difficult financial position provide
incentive for PDVSA to try to monetize assets at CITGO in some
way.
Given the immediate need for cash in Venezuela, there is a chance
that PDVSA may seek to sell CITGO that would lead to an upgrade, at
least to its current stand-alone credit profile of 'b+' and
potentially higher depending on the linkage between CITGO and the
buyer.
Given the overhang of PDVSA's ownership and the current political
situation in Venezuela, S&P believes that there is a somewhat great
likelihood of a negative rating action than a positive one.
However, it is important to stress that it is difficult to know
with any certainty what is happening in Venezuela, the motivations
of the relevant parties, and any potential end game.
CITY THEATER: Sale of Hagerstown Property Under Modified Plan OK'd
------------------------------------------------------------------
Judge Wendelin I. Lipp of the U.S. Bankruptcy Court for the
District of Maryland approved City Theater, LLC's (i) Modified
Chapter 11 Plan of Reorganization and Modified Disclosure
Statement; and (ii) sale of real property located at 56 E.
Washington Street, Hagerstown, Maryland, also referred to as 56-58
East Washington Street, Hagerstown, Maryland, to First United
Pentecostal Church of Hagerstown, Inc. for $440,000.
The sale is free and clear of all claims, liens, encumbrances or
interests saving those proceeds which attach to liens/claims.
The Modified Plan is confirmed and will constitute the Plan for
further administration of the case, including the sale of the
Property which is deemed to be expressly conducted under the
confirmed Modified Plan. The Modified Plan as confirmed and the
Modified Disclosure Statement as approved require that there be no
variance in treatment from the original Plan which was confirmed.
Stated otherwise, the Modified Plan requires that a sale of the
Property occur, and the disbursements which transpire are resultant
from that sale. However, the Debtor's responsibilities then are to
transition the payment duties to Milton Stamper, also known as
Stamper Builders, such that all administrative claims and Class 7
is paid the full amount when due under the original confirmed Plan,
such that the only real "modification" is the source of such
payment. Likewise, Class 2 will have a lien against Milton Stamper
in the full amount of the allowed secured claim set forth in the
original confirmed Plan. Class 3, 4, 5, 6 have been either
satisfied or require no further treatment. Class 1 is being
treated by consent under the Order.
The Order Denying the Sale Motion is vacated.
The Order is binding on Milton Stamper by consent and his duties in
the administration of the Modified Plan are enrolled as a decree as
to him individually.
Bogman, Inc. (Class 2) may record a copy of the Order as it sees
fit to preserve its lien transfer to the assets of Milton Stamper
as may be appropriate or necessary.
About City Theater LLC
Formed on December 14, 2006, City Theater LLC, a company based in
Hagerstown, Maryland, runs a theater facility for the use of
various dramatic performance companies and a catering company that
supplies food for local events.
City Theater filed for Chapter 11 bankruptcy protection on Dec. 1,
2010 (Bankr. D. Md. Case No. 10-37196). The Debtor estimated
assets of less than $50,000, and debts of between $1 million and
$10 million.
Judge Wendelin I. Lipp presides over the case.
John Douglas Burns, Esq., at The Burns Lawfirm, LLC, represents the
Debtor.
On May 15, 2013, the Court approved a Disclosure Statement and
confirmed a Chapter 11 Plan, both as amended. On Sept. 11, 2017,
the Debtor filed the Modified Plan. This was accompanied by a
Modified Disclosure Statement and the Motion to Modify on Sept. 28,
2017, which the Court approved and confirmed on Dec. 1, 2017.
CITYGOLF: Latest Plan to Pay IRS Claims in Full in 5 Years
----------------------------------------------------------
CityGolf/Boston, LLC, filed with the U.S. Bankruptcy Court for the
Eastern District of Massachusetts its latest disclosure statement,
which contains revisions to the proposed treatment of claims of the
Internal Revenue Service.
According to the filing, IRS' secured claims will be paid in full
over a period ending not later than five years from the date of the
order for relief, plus post-confirmation interest (currently 4% and
fixed at that rate for the life of the plan) from the effective
date of the plan until the claims are paid in full. Secured claims
will be paid in accordance with section 1129(a)(9)(D).
Meanwhile, the agency's priority claims will be paid in full over a
period ending not later than five years from the date of the order
for relief, plus post-confirmation interest pursuant (currently 4%
and fixed at that rate for the life of the plan) from the effective
date of the plan until the claims are paid in full. Priority
claims will be paid in accordance with section 1129(a)(9)(C).
Monthly payments for the secured and priority claims will be made
every 15th day of each month, according to the disclosure statement
filed on Nov. 23.
A copy of the fourth amended disclosure statement is available for
free at http://bankrupt.com/misc/mab15-12578-209.pdf
About CityGolf/Boston
CityGolf/Boston, LLC, is a Massachusetts limited liability
corporation. Founded in 1997, CityGolf is an indoor practice
facility with, on the petition date, two locations in the heart of
downtown Boston.
The Debtor filed for Chapter 11 bankruptcy protection (Bankr. D.
Mass. Case No. 15-12578) on June 30, 2015, estimating its assets
and liabilities at up to $50,000 each. David G. Baker, Esq.,
serves as the Debtor's bankruptcy counsel.
CLAIRE'S STORES: Swings to $15.5 Million Net Loss in Third Quarter
------------------------------------------------------------------
Claire's Stores, Inc., reported its financial results for the
fiscal 2017 third quarter, which ended Oct. 28, 2017.
The Company reported net sales of $314.6 million for the fiscal
2017 third quarter, an increase of $2.5 million, or 0.8% compared
to the fiscal 2016 third quarter. Sales would have decreased 1.1%
excluding the favorable impact from foreign currency exchange rate
changes. Excluding the foreign currency exchange rate effect, the
decrease was primarily due to the effect of store closures,
partially offset by an increase in same store sales and an increase
in new concession and company-operated store sales.
Consolidated same store sales increased 1.1%, with North America
same store sales increasing 2.4% and Europe same store sales
decreasing 1.0%. The Company computes same store sales on a local
currency basis, which eliminates any impact from changes in foreign
currency exchange rates. For the fiscal 2017 fourth
quarter-to-date period, consolidated same store sales are flat,
with North America performing similarly to Europe.
Net loss for the third quarter was $15.54 million compared to net
income of $150.57 million for the same period last year.
Gross profit percentage increased 200 basis points to 48.5% during
the fiscal 2017 third quarter versus 46.5% for the prior year
quarter. This increase in gross profit percentage consisted of a
120 basis point increase in merchandise margin and a 90 basis point
decrease in occupancy, partially offset by a 10 basis point
increase in buying and buying-related costs. The increase in
merchandise margin percentage resulted primarily from higher
initial markup and lower markdowns. The decrease in occupancy
costs, as a percentage of net sales, resulted primarily from the
leveraging effect of an increase in same store sales.
Selling, general and administrative expenses increased $2.4
million, or 2.1%, compared to the fiscal 2016 third quarter. As a
percentage of net sales, selling, general and administrative
expenses increased 50 basis points. Selling, general, and
administrative expenses would have increased $0.1 million excluding
an unfavorable $2.3 million foreign currency translation effect.
Adjusted EBITDA in the fiscal 2017 third quarter was $42.4 million,
an increase of $5.4 million, or 14.8% compared to the fiscal 2016
third quarter. Adjusted EBITDA would have been $41.7 million
excluding the foreign currency translation effect in the third
quarter of 2017. The Company defines Adjusted EBITDA as earnings
before income taxes, net interest expense, depreciation and
amortization, loss (gain) on early debt extinguishments, and asset
impairments. Adjusted EBITDA excludes management fees, severance,
the impact of transaction-related costs and certain other items.
As of Oct. 28, 2017, Claire's Stores had $1.98 billion in total
assets, $2.53 billion in total liabilities and a stockholders'
deficit of $548.61 million. As of Oct. 28, 2017, cash and cash
equivalents were $25.8 million. The Company had $71.0 million
drawn on its ABL Credit Facility as of Oct. 28, 2017. The fiscal
2017 third quarter cash balance decrease of $5.4 million from the
second quarter consisted of $75.5 million of cash interest
payments, $4.9 million of capital expenditures and $2.7 million for
tax payments and other items, offset by positive impacts of $42.4
million of Adjusted EBITDA, $25.0 million from net borrowings under
its ABL Credit Facility and $10.3 million from seasonal working
capital sources.
A full-text copy of the press release is available for free at:
https://is.gd/Yy3jk9
About Claire's Stores
Based in Hoffman Estates, Illinois, Claire's Stores, Inc. --
http://www.clairestores.com/-- is a specialty retailer of
fashionable jewelry and accessories for young women, teens, tweens
and girls ages 3 to 35. The Company operates through its stores
under two brand names: Claire's and Icing. As of Oct. 28, 2017,
Claire's Stores, Inc. operated 2,638 stores in 17 countries
throughout North America and Europe, excluding 929 concession
locations. The Company franchised 653 stores in 28 countries
primarily located in the Middle East, Central and Southeast Asia
and Central and South America, Southern Africa, and Russia.
Claire's Stores reported net income of $53.89 million on $1.31
billion of net sales for the fiscal year ended Jan. 28, 2017,
compared to a net loss of $236.43 million on $1.40 billion of net
sales for the fiscal year ended Jan. 30, 2016.
* * *
In October 2016, Moody's Investors Service downgraded to 'Ca' from
'Caa3' the corporate family rating of Claire's Stores, Inc., and
took rating actions on various instruments. The outlook remains
negative. "These rating actions result from Claire's closing its
exchange offer, which we characterized as a distressed exchange, as
well as new credit facilities which were issued in tandem with the
closing of the exchange," stated Moody's Vice President Charlie
O'Shea.
In May 2017, S&P Global Ratings affirmed its 'CC' corporate credit
rating on Hoffman Estates, Ill.-based U.S. specialty retailer
Claire's Stores Inc. The outlook is negative. "We believe
Claire's will eventually need to complete further distressed
transactions such as exchanging debt at subpar levels, which we
would view as tantamount to default. We note that various tranches
of debt at Claire's continue to trade at a steep discount to par,"
said credit analyst Samantha Stone.
COASTAL STAFFING: Seeks to Hire Ordinary Course Professionals
-------------------------------------------------------------
Coastal Staffing Services, LLC, seeks authority from the U.S.
Bankruptcy Court for the Western District of Louisiana to employ
Ordinary Course Professionals.
Coastal Staffing requires the following Ordinary Course
Professionals to:
Rick J. Norman Corporate Counsel
NORMAN BUSINESS LAW CENTER, LLC
145 East Street
Lake Charles, LA 70601
Tel: (337) 436-7787
Fax: (337) 435-7758
B. Elliot New Labor & Employment
GERMER PLLC Counsel
P.O Box 4915
Beaumont, TX 77704
Tel: (409) 654-6700
Fax: (409) 835-2115
To the best of the Debtor's knowledge the firms are a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code and does not represent any interest adverse to
the Debtor and its estates.
About Coastal Staffing Services, LLC
Based in Sulphur, Louisiana, Coastal Staffing Services --
http://www.teamcss.net/--provides complete employee-related
services for a diverse client base. The company offers safety
management and training services, including OSHA 10 & 30-hour
training, Mock OSHA audits, Safety Staffing Solutions, among
others. It also provides temporary, temporary-to-hire, direct hire,
contract, and payroll employees for its clients. Coastal Staffing
Services handles all the recruiting, screening, employment
verification, payroll, tax filings, liability insurance, worker's
compensation, and unemployment responsibilities.
Coastal Staffing Services filed a Chapter 11 petition (Bankr. W.D.
La. Case No. 17-21088) on November 27, 2017. The petition was
signed by Charles P. Clayton, manager. The case is assigned to
Judge Robert Summerhays. The Debtor is represented by Brian A.
Kilmer, Esq. at Kilmer Crosby & Walker PLLC. At the time of filing,
the Debtor had assets and liabilities estimated at $1 million to
$10 million.
COPSYNC INC: Court Approves Sale Transaction to Kologik Capital
---------------------------------------------------------------
BankruptcyData.com reported that the U.S. Bankruptcy Court issued
an order approving COPSync Inc.'s sale of assets free and clear
with liens, claims and encumbrances, attaching to the proceeds,
approving purchase agreement, determining that the purchaser is a
good faith purchaser (pursuant to Section 363, approving the
assumption and assignment of certain contracts and leases and
abrogating the Bankruptcy Rule 6004(h) stay of the order. The order
states, "Debtor is authorized to execute and consummate that
certain Purchase Agreement . . . to Kologik Capital, LLC (the
'Successful Bidder'), or its assigns, as provided for in the
Purchase Agreement, free and clear of any liens, claims, interests
or other encumbrances except as otherwise provided in the Purchase
Agreement."
BankruptcyData related that as previously reported, "After
expressing a serious interest in the COPsync, Kologik began a due
diligence process that recently culminated in that certain Asset
Purchase Agreement dated September 29, 2017 (the 'Stalking Horse
APA') by and between the COPsync, on the one hand, and Koligik's
wholly owned subsidiary, Kologik Capital, (the 'Purchaser'), on the
other. Through the Stalking Horse APA, COPsync will sell its assets
in return for a combination of credit, cash and equity. In addition
to the Stalking Horse APA, Purchaser purchased an assignment of the
Dominion Credit Facility from Dominion on September 29, 2017 and,
as a result, is now the holder of that credit facility. As of the
date of the filing of the petition, Purchaser is credit bidding the
sum of $1,000,000 as a part of its bid under the Stalking Horse
APA. Relatedly, Kologik (Purchaser's parent) agreed to assist in
funding COPsync's emergency cash needs through (i) a secured note
in the amount of $15,000 issued September 22, 2017, and (ii) a
secured note in the amount of $16,597.46 issued September 25, 2017
(collectively, the 'Kologik Secured Notes') that were perfected by
a UCC-1 filed in Delaware on September 25, 2017. Finally, Kologik
(Purchaser's parent) agreed to assist COPsync with its postpetition
cash needs by helping fund a $300,000 D.I.P. Loan through an
affiliated company, Kologik Financing Partners ('KFP')."
Making Sense Objection
BankruptcyData related that before the Court entered its ruling,
Making Sense filed an objection to COPSync's motion for entry of
orders approving the sale of assets free and clear. The objection
asserts, "Making Sense objects to the sale because COPsync is
attempting to sell software that it does not own. Making Sense is
the true owner of the software. Among other things, the Making
Sense Proof of Claim asserts ownership of the intellectual property
rights in software that Making Sense wrote in connection with
Master Services Agreement ('MSA') between Making Sense and COPsync.
According to the terms of the MSA, Making Sense owns all right,
title and interest in the Work Product created, including software
in object and source code, until COPsync makes full payment of all
amounts owed."
About COPsync
COPsync, Inc. was created in 2005 as a "software for a service" or
"SaaS" platform for law enforcement to share real-time information
amongst counties, agencies, and departments. It was created in
response to the 2000 death of one of COPsync's co-founders'
colleagues and friends, Texas Department of Public Safety Trooper
Randy Vetter, who was killed making what he believed to be a
routine traffic stop for a seatbelt violation. The Company's
products include nationally shared network of law enforcement
information COPsync Network, software-driven in-car HD video system
Vidtac, real-time threat alert system COPsync911, and court
buildings security provider COURTsync.
COPsync completed a $10.6 million equity financing capital raise in
November 2015 and became listed on the Nasdaq Capital Market
exchange (COYN).
COPsync, Inc., filed a voluntary petition for relief under chapter
11 of the Bankruptcy Code (Bankr. E.D. La. Case No. 17-12625) on
Sept. 29, 2017. It is represented by John M. Duck, Esq., Robin B.
Cheatham, Esq., Victoria P. White, Esq., and Scott R. Cheatham,
Esq., at Adams and Reese LLP, as counsel. Jones Walker, LLP,
serves as special counsel.
The Debtor estimated $1 million to $10 million in both assets and
liabilities.
CORRECT CLAIM: Hires Atkinson Law as Counsel
--------------------------------------------
Correct Claim Public Adjusters, LLC, seeks authority from the U.S.
Bankruptcy Court for the District of Nevada to employ Atkinson Law
Associates, Ltd., as counsel to the Debtor.
Correct Claim requires Atkinson Law to:
a. render legal advice with respect to the powers and duties
of the Debtor, as debtor-in-possession;
b. represent the Debtor in connection with all appearances
before the Bankruptcy Court;
c. prepare all appropriate applications, motions, pleadings,
orders and other documents;
d. prepare the reorganization plan and the disclosure
statement, and handling all negotiations and confirmation
hearings related thereto;
e. assist the Debtor with the disposition and recovery of
assets in this case, and to develop legal positions and
strategies, to object to claims, and to otherwise assist
the Debtor in the performance of its duties as debtor-in-
possession;
f. represent the Debtor in any contested matters and
adversarial proceedings before this Court; and
g. provide all other legal services for Debtor that may be
necessary under or relating to the bankruptcy case.
Atkinson Law will be paid at these hourly rates:
Attorneys $520
Paralegals $180
Atkinson Law will be paid a retainer in the amount of $4,000,
including the filing fee.
Atkinson Law will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Robert Atkinson, partner of Atkinson Law Associates, Ltd., assured
the Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.
Atkinson Law can be reached at:
Robert Atkinson, Esq.
ATKINSON LAW ASSOCIATES LTD.
8965 S Eastern Ave, Suite 260
Las Vegas, NV 89123
Tel: (702) 614-0600
Fax: (702) 614-0647
E-mail: robert@nv-lawfirm.com
About Correct Claim Public Adjusters, LLC
Based in El Paso, Texas, Correct Claim Public Adjusters, LLC --
http://www.correctclaim.com/-- is a licensed public adjuster that
helps homeowners in determining the value of their claim, reviewing
their existing insurance policy to establish coverage, and
documenting the claim for submission to their insurer. The
company's experience includes both broad-based events such as
hurricanes, hailstorms, wildfires, explosions, or tornados, and
single-property incidents including fires, theft, or
plumbing-related water damage. CorrectClaim is also based in the
Rio Grande Valley of Texas and in Denver, Colorado. CorrectClaim
was founded by Sergio De La Canal.
Correct Claim Public Adjusters, LLC, based in San Antonio, Texas,
filed a Chapter 11 petition (Bankr. D. Nev. Case No. 17-16483) on
December 6, 2017. The Hon. Laurel E. Davis presides over the case.
Robert Atkinson, Esq., at Atkinson Law Associates, Ltd., serves as
bankruptcy counsel.
In its petition, the Debtor estimated $500,000 to $1 million in
assets and $1 million to $10 million in liabilities. The petition
was signed by Sergio De La Canal, its managing member.
COVEY PARK: Proposed Add-on Notes No Impact on Moody's B2 CFR
-------------------------------------------------------------
Moody's Investors Service commented that Covey Park Energy, LLC's
proposed $150 million add-on to its $450 million senior unsecured
notes due 2025 has no impact on the B3 rating of the notes. This
transaction also has no impact on the company's B2 Corporate Family
Rating.
Proceeds from the proposed $150 million add-on notes are expected
to be used to repay a portion of outstanding borrowings under the
company's revolving credit facility ($330 million as of
September 30, 2017), thereby improving the company's liquidity. If
revolver usage increases or elected commitments (currently $450
million) rise, the B3 rating of the senior notes could be
downgraded to reflect the effective subordination to a greater
amount of secured debt. The company's borrowing base is $630
million.
Covey Park's B2 Corporate Family Rating reflects the company's
limited operating and financial history and single-basin
concentration. The rating also reflects an asset base with a
significant proportion of undeveloped reserves that will need
material amounts of capital investment to offset decline rates. The
rating incorporates the company's acquisitive history that enabled
the rapid growth in scale through six sizable acquisitions over
three years. The rating is supported by a low cost structure and a
sound hedging program. The company targets hedges for 50% to 85% of
its production over a one to two year period. A substantial portion
of Covey Park's reserves are concentrated in the Haynesville shale
in East Texas and North Louisiana. A majority of the reserve base
being concentrated in one basin and in one region exposes the
company's financial performance to local factors such as labor
availability, access to infrastructure, and regulations. Moody's
anticipates that a majority of the capital budget will be spent on
the Haynesville shale reflecting the likely continuation of
concentrated development activities. However, the company's
production does benefit from its proximity to Henry Hub.
Covey Park, headquartered in Dallas, Texas, is an independent
exploration and production company that is primarily focused on the
Haynesville shale. Average daily production during the third
quarter of 2017 was roughly 354 Mmcfe per day, almost all of which
was natural gas. By the end of October 2017, average daily
production increased to over 400 Mmcfe per day. Covey Park is owned
by Denham Capital.
COVEY PARK: S&P Affirms 'B' CCR, Outlook Still Stable
-----------------------------------------------------
S&P Global Ratings said that it has revised its recovery rating to
'4' from '3' on U.S.-based exploration and production company Covey
Park Energy LLC's senior unsecured debt. The '4' recovery rating
indicates S&P's expectation for average (30% to 50%; rounded
estimate: 35%) recovery in the event of default. The issue-level
rating on the unsecured notes remains 'B'.
The corporate credit rating remains 'B' with a stable outlook.
The revised recovery rating on the company's unsecured debt
incorporates the Dec. 6, 2017, announcement that the company plans
to issue an additional $150 million of its 2025 senior unsecured
notes, which it will use to repay borrowings under its
reserve-based lending credit facility. As a result, the recovery
prospects on the company's unsecured debt will decrease. S&P's use
a company provided year-end 2016 PV0 valuation using our recovery
price deck assumptions of $50 per barrel for West Texas
Intermediate crude oil and $3.00 per million British thermal units
for Henry Hub natural gas.
RATINGS LIST
Covey Park Energy LLC
Corporate Credit Rating B/Stable/--
Issue-Level Rating Unchanged; Recovery Rating Revised
To From
Covey Park Energy LLC
Senior Unsecured
Notes due 2025 B B
Recovery rating 4(35%) 3(50%)
CSM BAKERY: S&P Affirms 'CCC+' CCR on Improved Liquidity
--------------------------------------------------------
S&P Global Ratings affirmed its 'CCC+' corporate credit rating on
Atlanta-based CSM Bakery Solutions LLC and revised its assessment
of the company's liquidity profile to adequate from less than
adequate. The outlook remains positive.
S&P said, "Our rating affirmation and improved assessment of CSM's
liquidity profile is based on information we received that the ABL
maturity had been amended to July 3, 2019, from July 3, 2018. As a
result, the maturity is beyond 12 months from now and we are now
including the ABL facility as a source of liquidity.
"The positive outlook reflects the possibility that we could raise
the ratings during the next year if the company continues to
improve profitability and cash flows through regaining lost
business from 2016, new customer wins, and cost savings. However,
we recognize that this is highly dependent upon the company's
ability to meet its 2017 fourth quarter plan.
"We could raise the ratings if the company can improve EBITDA in
2017 and 2018, reduce debt leverage to 8x or below, and generate
positive free operating cash flow. We believe this could occur if
the company improves EBITDA margin to the high-single digits.
"We could lower the ratings or revise the outlook to stable if the
company is unable to continue regaining customers, resulting in
lower than expected EBITDA and debt leverage sustained in the
double-digits, and cash generation at minimal levels."
DATA COOLING: Sale of All Thermotech Assets to J&J for $1.7M Okayed
-------------------------------------------------------------------
Judge Alan M. Koschik of the U.S. Bankruptcy Court for the Northern
District of Ohio authorized Data Cooling Technologies, LLC
("DCT")'s private sale of substantially all of its assets used in
the operation of its Thermotech Business to J&J Mission Critical,
LLC, for $1,737,387.
An Auction was held on Nov. 28, 2017. J&J made the highest and
otherwise best offer for the Thermotech Assets.
The sale is free and clear of all liens, claims, encumbrances and
interests of any kind.
The Purchase Price includes the following components: (i) $448,905
- Cash; (ii) $130,000 - additional cash, up to the amount funded by
DCT through the Closing; and (iii) $1,158,482 - all accounts
receivable purchase at 100%. To the extent any of the accounts
receivable are collected prior to the Closing by DCT, or any amount
of the additional cash deposited by J&J to fund DCT through the
Closing is not utilized, such amount collected, and such amount not
utilized, will be applied as a credit in favor of J&J against the
Purchase Price.
Pursuant to section 365(f) of the Bankruptcy Code, and
notwithstanding any provision of any contract governing the
Thermotech Assets or any Assigned Contract to be assumed and
assigned to J&J or applicable non-bankruptcy law that prohibits,
restricts, or conditions the assignment of the Thermotech Assets or
the Assigned Contracts, DCT is authorized to (i) assign, sell and
transfer the Thermotech Assets to J&J and (ii) assume and assign
the Assigned Contracts to J&J, which assignments will take place on
and be effective as of the Closing or as otherwise provided by a
separate order of the Court. There will be no accelerations,
assignment fees, increases, or any other fees charged to J&J or DCT
as a result of the assumption and assignment of the Assigned
Contracts.
The Expense Reimbursement is approved, which will not exceed
$45,000, and will be payable by DCT to Thermotech Enterprises, LLC
in the event DCT consummates the Sale of the Thermotech Assets to
J&J as contemplated.
J&J will not be required to seek or obtain relief from the
automatic stay under section 362 of the Bankruptcy Code to enforce
any of its remedies under the J&J APA or any other Sale-related
document. The automatic stay imposed by section 362 of the
Bankruptcy Code is modified solely to the extent necessary to
implement the provisions of the Sale Order.
The Sale Order constitutes a final order within the meaning of 28
U.S.C. Section 158(a). Notwithstanding any provision in the
Bankruptcy Rules to the contrary, the Court expressly finds there
is no reason for delay in the implementation of the Sale Order and,
accordingly: (i) the terms of the Sale Order will be immediately
effective and enforceable upon its entry and the 14-day stay
provided in Bankruptcy Rule 6004(h) and Bankruptcy Rule 6006(d) is
expressly waived and will not apply; (ii) DCT is not subject to any
stay in the implementation, enforcement or realization of the
relief granted in the Sale Order; and (iii) DCT may, in its
discretion and without further delay, take any action and perform
any act authorized under the Sale Order.
Should J&J fail to close on the Sale pursuant to the J&J APA, and
without further order from the Court, DCT is authorized and
empowered to sell the Thermotech Assets to Thermotech Enterprises,
and execute and deliver the agreements contemplated and to
implement and consummate all of the transactions and perform all
obligations contemplated by the Thermotech APA, the Thermotech
Enterprises Bid at the Auction, the Further Sale Hearing, the Final
Sale Hearing, and the Order, as if Thermotech Enterprises were the
successful bidder, and Thermotech Enterprises will be entitled to
all of the findings and protections of this Order provided to J&J.
The terms of the back-up bid are:
$393,905 - Cash
$130,000 - Additional Cash, up to the amount funded by DCT
through the Closing
$251,095 - Specific Accounts Receivable Purchase at 100%
$775,000 - Total Cash at Closing
$907,387 - Receivables Retained by DCT
The Specific Accounts Receivable proposed to be purchased by
Thermotech Enterprises are:
Job#/Cust. Detail Date Due
---------- ------- --------
2797 Johnson Controls Inc. 12/24/17
East York: 2046 JCI P574778-00 GT
Crosland Renewal
2798 Johnson Controls Inc. 12/24/17
East York: 2047 JCI P574779-00 GT
Crosland Renewal
2801 Johnson Controls Inc. 12/29/17
York Int’l Hattiesburg: 2044 JCI
P114912-00 LGA Termina
2803 Johnson Control 12/30/17
York Int’l Hattiesburg: 2049 JCI
P115093-01 Univ ov CA Merced
2805 Johnson Controls 12/31/17
Albany: 2041 JCI P144311-00 Wynn
Podium No Avon M
2813 Johnson Controls 1/07/17
York Int’l Hattiesburg: 2038 JCI
P114815-00 CHOA Pediastrics
2815 Air Solutions Canada Inc. 1/14/18
1941 SUNY Cancer Center
2817 Johnson Controls 1/14/18
Albany 2042 JCI P144318-00 Wynn
Podium No Avon M
2820 Johnson Controls 1/15/18
East York 2052 JCI P575166
Crosland Renewal
2821 Johnson Controls 1/15/18
East York 2054 JCI P575295-00 GT
Crosland Renewal
2822 Johnson Controls Inc. 1/15/18
East York 2051 JCI P575113-00 Ph 3
Condo Cal
A copy of the J&J APA attached to the Order is available for free
at:
http://bankrupt.com/misc/Data_Cooling_212_Order.pdf
About Data Cooling
Data Cooling Technologies LLC is the exclusive North American
licensee of US Patent No. 7753766. The KyotoCooling patented
solution utilizes a heat wheel and an indirect economization
process to produce the most reliable and efficient cooling
technology in the data center industry.
Based in Streetsboro, Ohio, Data Cooling Technologies LLC and Data
Cooling Technologies Canada LLC filed Chapter 11 petitions (Bankr.
N.D. Ohio Lead Case No. 17-52170) on Sept. 8, 2017. The petitions
were signed by Gregory Gyllstrom, chief executive.
At the time of filing, Data Cooling estimated assets and
liabilities at $10 million to $50 million. Data Canada estimated
assets of less than $50,000 and liabilities of less than $500,000.
The Hon. Alan M. Koschik presides over the case.
The Debtors tapped McDonald Hopkins LLC, as counsel, and Western
Reserve Partners LLC, as investment banker.
The official committee of unsecured creditors formed in the case
retained Dahl Law LLC as its legal counsel.
DAVITA INC: Moody's Affirms Ba2 CFR; Outlook Stable
---------------------------------------------------
Moody's Investors Service announced that it affirmed all ratings of
DaVita, Inc., including its Ba2 Corporate Family Rating and Ba2-PD
Probability of Default Rating. Moody's also affirmed the Baa3
ratings on DaVita's senior secured credit facilities and the Ba3
ratings on its senior unsecured notes. The rating agency also
affirmed the company's SGL-1 Speculative Grade Liquidity Rating,
signifying very good liquidity. The outlook is stable.
These affirmations follow DaVita's announcement that it plans to
sell its integrated care business, DaVita Medical Group (DMG), to
UnitedHealth Group Incorporated's (A3 stable) Optum Group for $4.9
billion or approximately 16 times EBITDA.
The affirmation reflects Moody's view that despite the modest loss
of scale and diversity from the sale of DMG, DaVita's cash flow
will remain highly stable. The ample proceeds from the sale will
also provide significant financial flexibility. Excluding the DMG
earnings that will be divested, DaVita's adjusted debt to EBITDA
would have approximated 4.4 times at September 30, 2017. DaVita
stated that it will make a significant amount of stock repurchases
in the 1-2 years following the sale of DMG but also use some
proceeds for debt repayment and general corporate purposes. While
there is uncertainty as to how DaVita will deploy the divestiture
proceeds, the affirmation of the rating and stable outlook assume
that, in general, DaVita will maintain adjusted debt/EBITDA around
4.0 times or below.
Ratings affirmed:
DaVita Inc.
Corporate Family Rating at Ba2
Probability of Default Rating at Ba2-PD
Speculative Grade Liquidity Rating at SGL-1
Senior secured revolving credit facilities expiring 2019 at Baa3
(LGD 2)
Senior secured term loan A due 2019 at Baa3 (LGD 2)
Senior secured term loan B due 2021 at Baa3 (LGD 2)
Senior unsecured notes due 2022 at Ba3 (LGD 5)
Senior unsecured notes due 2024 at Ba3 (LGD 5)
Senior unsecured notes due 2025 at Ba3 (LGD 5)
The outlook is stable.
RATINGS RATIONALE
DaVita, Inc.'s Ba2 Corporate Family Rating reflects the company's
considerable scale and extensive network of dialysis outpatient
clinics across 46 US states. The rating is also supported by the
recurring revenue stream attributed to dialysis, as the treatment
is critically important to patients who require treatment three
times per week indefinitely. The Ba2 CFR also reflects DaVita's
strong free cash flow and very good liquidity.
The Ba2 CFR is constrained by DaVita's moderately high financial
leverage and its heavy reliance on its commercially insured
dialysis patients for the vast majority of its profits and free
cash flow. DaVita will continually be challenged to maintain a
sufficiently large commercially insured end stage renal disease
(ESRD) patient population to sustain its profitability. ESRD
patients automatically convert to Medicare after a maximum of 33
months on dialysis. DaVita is reimbursed by Medicare at a fraction
of what it earns from commercial payors. The CFR also reflects the
company's near total reliance on the ESRD market which make the
company vulnerable to potential unfavorable market developments.
These include uncertainties regarding the availability of
charitable premium assistance for ESRD patients and the potential
for reduced profitability as biosimilars to treat anemia in ESRD
patients become available.
The stable outlook reflects Moody's view that DaVita will use some
of the cash proceeds from the sale of DMG to repay debt. The
outlook also reflects the underlying stability of DaVita's cash
flows supported by continued growth in the population of people
needing dialysis of about 3-4% per year.
The SGL-1 reflects Moody's expectation that DaVita will maintain
very good liquidity over the next 12 to 18 months through its
combination of cash, marketable securities and revolver
availability.
The ratings could be upgraded if DaVita repays debt and/or grows
earnings such that Moody's expects debt to EBITDA to be sustained
below 3.25 times. A ratings upgrade would also require DaVita to
remain disciplined with regards to acquisitions and shareholder
returns.
The ratings could be downgraded if DaVita experiences significant
reimbursement cuts from either government or commercial insurers. A
downgrade could also ensue if Moody's expects DaVita's debt to
EBITDA to be sustained above 4.0 times, either due to aggressive
shareholder returns or a deterioration in operating performance.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
DaVita, Inc., headquartered in Denver, CO, is an independent
provider of dialysis services primarily in the US for patients
suffering from end-stage renal disease (chronic kidney failure).
The company also provides home dialysis services, inpatient
dialysis services through contractual arrangements with hospitals,
laboratory services and other ancillary services. Through its
rebranded DaVita Medical Group, DaVita provides patient-and
physician-focused integrated health care delivery services. DaVita
reported $15.2 billion of revenues for the twelve months ended
September 30, 2017. Pro forma for the sale of DMG, DaVita's revenue
will approximate $11 billion.
DOGGY CARE OF HOBOKEN: Taps Kotulak & Company as Accountant
-----------------------------------------------------------
Doggy Care of Hoboken, LLC, seeks approval from the U.S. Bankruptcy
Court for the District of New Jersey to hire Kotulak & Company,
P.C., as its accountant.
The firm will analyze the Debtor's financial records; prepare its
tax returns and financial statements; evaluate its financial
condition; and prepare its monthly operating reports.
The firm's hourly rates are:
Thomas Kotulak $200
Jonathan Kotulak $130
Marina Kosoy $145
David Armstrong $120
Rebecca Recio $60
Gina Gallichio $50
Thomas Kotulak, a certified public accountant, disclosed in a court
filing that he and his firm are "disinterested" as defined in
section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Thomas Kotulak
1035 Route 46, Suite B-107
Clifton, NJ 07013
Phone: (973) 773-5050
Fax: (973) 773-5266
Email: GGallichio@kotulakcpa.com
About Doggy Care of Hoboken
Doggy Care of Hoboken, LLC sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D.N.J. Case No. 17-32926) on November
13, 2017. 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.
DOGGY CARE: Taps Kotulak & Company as Accountant
------------------------------------------------
Doggy Care of Jersey City, LLC, seeks approval from the U.S.
Bankruptcy Court for the District of New Jersey to hire Kotulak &
Company, P.C., as its accountant.
The firm will analyze the Debtor's financial records; prepare its
tax returns and financial statements; evaluate its financial
condition; and prepare its monthly operating reports.
The firm's hourly rates are:
Thomas Kotulak $200
Jonathan Kotulak $130
Marina Kosoy $145
David Armstrong $120
Rebecca Recio $60
Gina Gallichio $50
Thomas Kotulak, a certified public accountant, disclosed in a court
filing that he and his firm are "disinterested" as defined in
section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Thomas Kotulak
Kotulak & Company, P.C.
1035 Route 46, Suite B-107
Clifton, NJ 07013
Phone: (973) 773-5050
Fax: (973) 773-5266
Email: GGallichio@kotulakcpa.com
About Doggy Care of Jersey City LLC
Doggy Care of Jersey City, LLC is a privately-held company that
offers a short-term daytime care for dogs. It is a small business
debtor as defined in 11 U.S.C. Section 101(51D).
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. N.J. Case No. 17-30869) on October 13, 2017.
Stephen Anatro, 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 John K. Sherwood presides over the case. Scura, Wigfield,
Heyer, Stevens & Cammarota, LLP is the Debtor's bankruptcy counsel.
DOWLING COLLEGE: Jan. 31 Auction Date Set for Bankruptcy Sale
-------------------------------------------------------------
With multiple parties recently showing interest in the property and
requesting additional time to complete due diligence, a new bid
deadline and auction date have been set for the Chapter 11
bankruptcy sale of the Dowling Brookhaven Campus on Long Island.
Under the new timeline announced by A&G Realty Partners and Madison
Hawk Partners, sealed bids are due by Jan. 25, 2018 and the auction
date for qualifying bids is set for Jan. 31, 2018. Stalking Horse
Bids will be considered any time prior to January 11, 2018.
As previously announced, A&G and Madison Hawk were retained to
manage the sale of the shuttered 105-acre Suffolk County property,
which was home to the college's aviation program. The campus
includes a 70,645-square-foot, 70-room dormitory; a
state-of-the-art athletic complex; and a 65,000-square-foot
office/classroom complex which also features an airplane hangar
with proximity to Brookhaven Airport.
The Brookhaven campus is located on the William Floyd Parkway and
has undergone millions of dollars of infrastructure improvements,
greatly reducing development costs to a buyer.
"We hope and expect that the sale process for the Brookhaven campus
achieves as successful an outcome as the prior bankruptcy sale of
Dowling College's Oakdale campus," says Chief Restructuring Officer
Robert Rosenfeld, whose firm RSR Consulting is managing the
liquidation of the Dowling College bankruptcy estate. Earlier this
year, the sale of Dowling College's 25-acre Oakdale campus greatly
exceeded expectations of value when it sold for more than $26
million.
"The Oakdale auction event involved spirited bidding from both
educational end users and potential developers and we're seeing an
equally strong response on Brookhaven," said A&G Co-President
Andy Graiser.
"The Brookhaven campus is considered one of the most diverse
development sites on all of Long Island with opportunities for
residential, education, medical, health-related, senior housing,
office, retail, etc.," added Jeff Hubbard, President of Madison
Hawk. "This is rarely available opportunity to purchase a parcel
that's ideally situated between the Sunrise Highway and Long Island
Expressway with direct access to the Brookhaven Airport."
Current improvements on the Shirley, N.Y. property include:
The National Aviation Building: A 65,000-square-foot
office/classroom building located on the site's southern border.
The property is divided into three sections; a converted hanger
with classrooms and offices and a library, a separate building with
simulator labs, offices, dispatch/flight services areas, locker
room and cafeteria, and the 7,500 square-foot hanger.
Brookhaven Residential Village: A 70,645-square-foot building with
70 studio, two-, and three-bedroom apartments currently configured
with a total of 289 beds. The building is vacant and primed for
conversion into an alternate residential use.
Athletic facilities including baseball, softball and multipurpose
fields with spectator seating. There's also a 4,500-square-foot.
fieldhouse with locker rooms, offices, and laundry, storage and
concession areas.
For additional information on the sale, please visit
www.Dowling-RealEstate.com
About Dowling College
Dowling College was founded in 1955 as part of Adelphi College's
outreach to Suffolk County, New York. Dowling College became the
first four-year, degree-granting liberal arts institution in the
county. It purchased the former W.K. Vanderbilt estate in Oakdale
in 1962.
Dowling College sought Chapter 11 bankruptcy protection (Bankr.
E.D.N.Y. Case No. 16-75545) on Nov. 30, 2016, estimating assets of
$100 million to $500 million and debt of less than $100 million.
The Debtor is represented by Klestadt Winters Jureller Southard &
Stevens, LLP. Ingerman Smith, LLP and Smith & Downey, PA, have been
tapped as special counsel. Robert Rosenfeld of RSR Consulting,
LLC, serves as its chief restructuring officer while Garden City
Group, LLC, serves as its claims and noticing agent.
The Debtor has also hired FPM Group, Ltd., as consultants; Eichen &
Dimeglio, PC, as accountants; A&G Realty Partners, LLC and Madison
Hawk Partners, LLC, as real estate advisors; and Hilco Streambank
and Douglas Elliman serve as brokers.
Judge Robert E. Grossman presides over the Debtor's bankruptcy
case.
The Office of the U.S. Trustee on Dec. 9, 2016, appointed three
creditors of Dowling College to serve on the official committee of
unsecured creditors. The Committee named SilvermanAcampora LLP as
its counsel.
EMC GROUP: Taps Noble Law Firm as Legal Counsel
-----------------------------------------------
EMC Group, Inc., filed an amended application seeking approval from
the U.S. Bankruptcy Court for the Southern District of Florida to
hire Noble Law Firm, P.A., as its legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; negotiate with creditors in the preparation of a
bankruptcy plan; and provide other legal services related to its
Chapter 11 case.
Noble is "disinterested" as defined in section 101(14) of the
Bankruptcy Code and has no connection with the Debtor or any of its
creditors, according to court filings.
The firm can be reached through:
Kenneth Ray Noble, III, Esq.
Noble Law Firm, P.A.
6199 North Federal Hwy.
Boca Raton, FL 33487
Phone: 561-353-9300
Email: ray@noblelawfirmpa.com
About EMC Group Inc.
EMC Group, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla. Case No. 17-22636) on October 18,
2017. Jerry Jacobson, authorized representative, signed the
petition.
At the time of the filing, the Debtor disclosed that it had
estimated assets and liabilities of less than $1 million.
Judge Paul G. Hyman, Jr. presides over the case.
EURODOORS WHOLESALE: Taps Alla Kachan as Legal Counsel
------------------------------------------------------
EuroDoors Wholesale Inc. seeks approval from the U.S. Bankruptcy
Court for the Eastern District of New York to hire the Law Offices
of Alla Kachan, P.C., as its legal counsel.
The firm will advise the Debtor regarding the administration of its
Chapter 11 case; negotiate with creditors; assist in the
preparation of a plan of reorganization; and provide other legal
services related to the case.
Kachan will charge $325 per hour for the services of its attorneys
and $175 per hour for clerks and paraprofessionals. The Debtor
paid the firm an initial retainer of $18,000.
Alla Kachan, Esq., 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:
Alla Kachan, Esq.
Law Offices of Alla Kachan, P.C.
3099 Coney Island Avenue
Brooklyn, NY 11235
Tel: (718) 513-3145
Email: alla@kachanlaw.com
About EuroDoors Wholesale Inc.
EuroDoors Wholesale Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D.N.Y. Case No. 17-46115) on November 16,
2017. Judge Carla E. Craig presides over the case.
At the time of the filing, the Debtor disclosed that it had
estimated assets of less than $100,000 and liabilities of less than
$1 million.
EXCHANGE AVENUE: Taps Forshey & Prostok as Legal Counsel
--------------------------------------------------------
Exchange Avenue Production Co. seeks approval from the U.S.
Bankruptcy Court for the Northern District of Texas to hire Forshey
& Prostok, LLP, as its legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; assist in the negotiation of debt restructuring
and related transactions; prepare a plan of reorganization; and
provide other legal services related to its Chapter 11 case.
The firm's hourly rates are:
J. Robert Forshey $575
Matthias Kleinsasser $425
Other Attorneys $210 - $425
Legal Assistants $150 - $195
Prior to the petition date, Forshey received a retainer in the
amount of $67,953.63.
Forshey is a "disinterested person" as defined in section 101(14)
of the Bankruptcy Code, according to court filings.
The firm can be reached through:
J. Robert Forshey, Esq.
Matthias Kleinsasser, Esq.
Forshey & Prostok, LLP
777 Main Street, Suite 1290
Fort Worth, TX 76102
Tel: (817) 877-0135
Fax: (817) 878-4151
Email: mkleinsasser@forsheyprostok.com
About Exchange Avenue Production Co.
Exchange Avenue Production Co. is a privately held company in
Weatherford, Texas, engaged in oil and gas extraction business.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Tex. Case No. 17-44107) on October 4, 2017.
Linda Hunt, a partner, signed the petition.
At the time of the filing, the Debtor disclosed that it had
estimated assets of $1 million to $10 million and liabilities of
less than $1 million.
Judge Mark X. Mullin presides over the case. The Debtor hired
Freemon, Shapard & Story as its accountant.
EXGEN TEXAS: Seeks to Tap FTI Consulting, Appoint David Rush as CRO
-------------------------------------------------------------------
ExGen Texas Power, LLC, seeks approval from the U.S. Bankruptcy
Court for the District of Delaware to hire FTI Consulting, Inc.,
and appoint David Rush as its chief restructuring officer.
Mr. Rush, FTI senior managing director, and his firm will provide
these services in connection with the Chapter 11 cases of the
company and its affiliates:
(1) assisting the Debtors in the assessment of cash
management and cash flow forecasting processes;
(2) assisting the Debtors in identifying and understanding
the business and financial impact of various
restructuring alternative;
(3) assisting the Debtors in connection with their
communications and negotiations with secured creditors,
vendors and other stakeholders;
(4) preparing various financial reports which may be
required during discussions with the Debtors' board,
creditors and stakeholders;
(5) assisting the Debtors with the compilation of necessary
financial information required for any plan of
reorganization;
(6) advising the Debtors in the development of budgets and
other purposes;
(7) advising the Debtors concerning various other financial
or business disclosures and reporting requirements;
(8) interacting with the advisors to the ad hoc committee,
Exelon Generation Company, LLC, any bidder in the
section 363 auction process, and the official committee
of unsecured creditors, if any;
(9) assisting the Debtors in analyzing claims and potential
objections to claims and avoidance actions based on the
proposed exit strategy;
(10) providing advice and recommendations with respect to
other related matters as the Debtors or their
professionals may request from time to time, as agreed
to by FTI;
(11) providing other financial advisory services as may be
agreed by FTI and the Debtors;
(12) assisting in the preparation of financial information
for distribution to creditors and other parties;
(13) assisting in developing accounting and operating
procedures to segregate pre-bankruptcy and post-
petition business transactions;
(14) assisting the Debtors in the identification of
executory contracts and unexpired leases and
performing cost/benefit evaluations with respect to
the assumption or rejection of each;
(15) assisting the Debtors in the preparation of required
financial related disclosures; (
(16) providing assistance with the implementation of
bankruptcy court orders;
(17) participating in meetings and providing support to the
Debtors and their other professional advisors in
negotiations with potential investors, banks, secured
lenders, the Office of the U.S. Trustee and other
parties; and
(18) providing witness testimony.
The firm's hourly rates are:
Senior Managing Directors $840 - $1,050
Directors/Sr. Directors/Managing Directors $630 - $835
Consultants/Sr. Consultants $335 - $605
Administrative/Paraprofessionals $135 – $265
Prior to the petition date, FTI received $2,924,900.15 from the
Debtors, and it continues to hold unapplied advance payments in
excess of billings in an amount estimated at $410,312.11. The firm
will send the Debtors periodic invoices for services rendered and
charges and disbursements incurred. Upon transmittal of the
invoice, FTI may immediately draw upon the cash on account up to
the amount of the invoice.
Neither FTI nor any employee of the firm holds or represents any
interest adverse to the Debtors' estates, according to court
filings
FTI can be reached through:
David Rush
FTI Consulting, Inc.
1001 Fannin St., Suite 3950
Houston, TX 77002
Tel: +1 832-667-5160 / 713-353-5400
Fax: +1 713-353-5459 / 823-383-7570
Email: david.rush@fticonsulting.com
About ExGen Texas Power
ExGen Texas Power, LLC, et al., operate as subsidiaries of Exelon
Generation Company, LLC, which is a unit of Chicago, Illinois-based
energy giant Exelon Corp. (NYSE:EXC). EGTP owns 100% of the equity
in five direct subsidiaries, each of which owns a separate
gas-fired generation project:
Debtor-Subsidiary Project and Location
----------------- --------------------
Wolf Hollow I Power, LLC 639 MW Plant in Granbury, TX
Colorado Bend I Power, LLC 454 MW Plant in Wharton, TX
Handley Power, LLC 1,265 MW Plant in Fort Worth, TX
Mountain Creek Power, LLC 808 MW Plant in Dallas, TX
LaPorte Power, LLC 147 MW Plant in LaPorte, TX
EGTP and its five subsidiaries sought Chapter 11 protection (Bankr.
D. Del. Lead Case No. 17-12377) on Nov. 7, 2017, with a plan that
would turnover ownership of four plants to lenders in exchange for
debt, and a deal to sell the Handley Power plant to parent Exelon
Generation Company, LLC.
Direct parent Exelon Generation Company and ultimate parent Exelon
Corp. are not debtors in the Chapter 11 cases.
EGTP estimated $100 million to $500 million in assets and $500
million to $1 billion in debt.
The Hon. Brendan Linehan Shannon is the case judge.
The Debtors tapped Richards, Layton & Finger, P.A. as counsel;
Scotia Capital (USA) Inc., as investment banker; FTI Consulting,
Inc., as restructuring advisors; and Kurtzman Carson Consultants
LLC as claims agent. KCC maintains the case web site
http://www.kccllc.net/egtp
Counsel to Exelon Generation Company is DLA Piper LLP (US).
Counsel to the Secured Agent is Norton Rose Fulbright US LLP.
Counsel to the Ad Hoc Committee is Wachtell, Lipton, Rosen & KaTz.
EXGEN TEXAS: Taps Kurtzman Carson as Administrative Advisor
-----------------------------------------------------------
ExGen Texas Power, LLC, seeks approval from the U.S. Bankruptcy
Court for the District of Delaware to hire Kurtzman Carson
Consultants LLC as administrative advisor.
The firm will provide bankruptcy administrative services to the
company and its affiliates, which include assisting them in the
solicitation, balloting and tabulation of votes; preparing any
report in support of confirmation of a Chapter 11 plan; assisting
with claims reconciliation; and preparing the Debtors' schedules of
assets and liabilities.
The firm's hourly rates are:
Analyst $30 ‐ $50
Technology/Programming Consultant $35 ‐ $70
Consultant/Senior Consultant $70 ‐ $165
Director/Senior Managing Consultant $170 ‐ $195
Executive Vice-President Waived
Securities Director/Solicitation Consultant $195
Securities Senior Director/Solicitation Lead $215
Robert Jordan, senior director of Kurtzman's corporate
restructuring services, 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:
Robert Jordan
Kurtzman Carson Consultants LLC
2335 Alaska Avenue
El Segundo, CA 90245
Tel: (310) 823-9000 / 917-281-4836
Fax: (310) 823-9133
Email: rjordan@kccllc.com
About ExGen Texas Power
ExGen Texas Power, LLC, et al., operate as subsidiaries of Exelon
Generation Company, LLC, which is a unit of Chicago, Illinois-based
energy giant Exelon Corp. (NYSE:EXC). EGTP owns 100% of the equity
in five direct subsidiaries, each of which owns a separate
gas-fired generation project:
Debtor-Subsidiary Project and Location
----------------- --------------------
Wolf Hollow I Power, LLC 639 MW Plant in Granbury, TX
Colorado Bend I Power, LLC 454 MW Plant in Wharton, TX
Handley Power, LLC 1,265 MW Plant in Fort Worth, TX
Mountain Creek Power, LLC 808 MW Plant in Dallas, TX
LaPorte Power, LLC 147 MW Plant in LaPorte, TX
EGTP and its five subsidiaries sought Chapter 11 protection (Bankr.
D. Del. Lead Case No. 17-12377) on Nov. 7, 2017, with a plan that
would turnover ownership of four plants to lenders in exchange for
debt, and a deal to sell the Handley Power plant to parent Exelon
Generation Company, LLC.
Direct parent Exelon Generation Company and ultimate parent Exelon
Corp. are not debtors in the Chapter 11 cases.
EGTP estimated $100 million to $500 million in assets and $500
million to $1 billion in debt.
The Hon. Brendan Linehan Shannon is the case judge.
The Debtors tapped Richards, Layton & Finger, P.A. as counsel;
Scotia Capital (USA) Inc., as investment banker; FTI Consulting,
Inc., as restructuring advisors; and Kurtzman Carson Consultants
LLC as claims agent. KCC maintains the case web site
http://www.kccllc.net/egtp
Counsel to Exelon Generation Company is DLA Piper LLP (US). Counsel
to the Secured Agent is Norton Rose Fulbright US LLP. Counsel to
the Ad Hoc Committee is Wachtell, Lipton, Rosen & KaTz.
EXGEN TEXAS: Taps Scotia Capital as Investment Banker
-----------------------------------------------------
ExGen Texas Power, LLC, seeks approval from the U.S. Bankruptcy
Court for the District of Delaware to hire an investment banker.
In a court filing, ExGen proposes to employ Scotia Capital (USA)
Inc. to provide these services related to the Chapter 11 cases
filed by the company and its affiliates:
(a) reviewing information related to the business,
operations, financial performance and prospects of the
Debtors' assets;
(b) reviewing financial, market and industry information;
(c) advising and assisting the Debtors as to the form and
structure of the proposed transaction, taking into
account their objectives disclosed to Scotia Capital
regarding price, timing, tax implications and strategic
benefits;
(d) if appropriate, assisting in developing a marketing
strategy to effect the transaction by way of an auction
process;
(e) assisting in negotiating and structuring the sale with
potential bidders, leading to the execution of
definitive agreements and closing;
(f) assisting in drafting documentation required in
relation to the Transaction;
(g) assisting the Debtors' management in preparing public
and internal announcements and presentations to the
board of directors; and
(h) providing testimony regarding Scotia Capital's role in
the transaction.
Scotia Capital will receive a fee of $125,000 due and payable on
the first day of each month; and a fee of 1% of the "transaction
value," payable upon closing, completion or consummation of a
transaction.
Jake Lawrence, a member of Scotia Capital's board of directors,
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:
Jake Lawrence
Scotia Capital (USA) Inc.
250 Vesey Street, 23rd & 24th Floors
New York, NY 10281
Tel: 1.212.225.5000
Fax: 1.212.225.5090
About ExGen Texas Power
ExGen Texas Power, LLC, et al., operate as subsidiaries of Exelon
Generation Company, LLC, which is a unit of Chicago, Illinois-based
energy giant Exelon Corp. (NYSE:EXC). EGTP owns 100% of the equity
in five direct subsidiaries, each of which owns a separate
gas-fired generation project:
Debtor-Subsidiary Project and Location
----------------- --------------------
Wolf Hollow I Power, LLC 639 MW Plant in Granbury, TX
Colorado Bend I Power, LLC 454 MW Plant in Wharton, TX
Handley Power, LLC 1,265 MW Plant in Fort Worth, TX
Mountain Creek Power, LLC 808 MW Plant in Dallas, TX
LaPorte Power, LLC 147 MW Plant in LaPorte, TX
EGTP and its five subsidiaries sought Chapter 11 protection (Bankr.
D. Del. Lead Case No. 17-12377) on Nov. 7, 2017, with a plan that
would turnover ownership of four plants to lenders in exchange for
debt, and a deal to sell the Handley Power plant to parent Exelon
Generation Company, LLC.
Direct parent Exelon Generation Company and ultimate parent Exelon
Corp. are not debtors in the Chapter 11 cases.
EGTP estimated $100 million to $500 million in assets and $500
million to $1 billion in debt.
The Hon. Brendan Linehan Shannon is the case judge.
The Debtors tapped Richards, Layton & Finger, P.A. as counsel;
Scotia Capital (USA) Inc., as investment banker; FTI Consulting,
Inc., as restructuring advisors; and Kurtzman Carson Consultants
LLC as claims agent. KCC maintains the case web site
http://www.kccllc.net/egtp
Counsel to Exelon Generation Company is DLA Piper LLP (US).
Counsel to the Secured Agent is Norton Rose Fulbright US LLP.
Counsel to the Ad Hoc Committee is Wachtell, Lipton, Rosen & KaTz.
FANNIE MAE & FREDDIE MAC: Jeb Hensarling Wants to Derail Any Reorg
------------------------------------------------------------------
Investors Unite reports that outgoing House Financial Services
Committee Chairman Jeb Hensarling, R-TX, seems to be looking at
taking a parting shot at the Trump Administration, American
taxpayers, and people struggling to afford housing.
Last week, Hensarling quietly dropped a bill, H.R. 4560, that would
reauthorize provisions of the ill-conceived and misnamed "Jumpstart
GSE Reform" that Sen. Bob Corker, R-TN, dropped into an omnibus
spending bill exactly two years ago -- but with a nasty and
counterproductive new twist.
Hensarling would cut off the funding stream to the Housing Trust
Fund if Federal Housing Finance Agency Director Mel Watt were to
decide to retain Fannie Mae and Freddie Mac's quarterly earnings
rather than send the money to the U.S. Treasury, as stipulated by
the Net Worth Sweep. The idea is bad policy and bad politics on
several fronts.
Instead of offering an idea for comprehensive housing finance
reform and a path out of the "temporary" conservatorship of Fannie
and Freddie that has gone on for nearly ten years, Hensarling would
simply throw handcuffs on the Trump Administration. Even at a time
of unprecedented intraparty dysfunction and confusion, a key
Republican committee chairman abruptly hamstringing a Republican
Administration is baffling.
Treasury Secretary Steven Mnuchin affirmed just recently that the
Administration plans to address GSE reform in the coming year,
stipulating that protecting taxpayers and preserving the 30-year
fixed mortgage are two "starting points" in this undertaking.
Hensarling's bill flies in the face of both of those principles.
With regard to protecting taxpayers, Watt has warned for a year
that the Net Worth Sweep, engineered by the Obama Administration,
has been eating away the reserve capital at the GSEs. Within
weeks, Fannie and Freddie will have no back-up capital at all.
Because Congress has failed since 2008 to coalesce around a new and
improved federal housing finance model, Fannie and Freddie remain
wards of the state. As such, quarterly losses would have to be
made up by American taxpayers.
Watt has signaled he would like to prevent that, possibly resorting
to withholding quarterly dividend payments. Hensarling's bill
would take that option away from Watt and all but guarantee that
taxpayers would have to bail out the GSEs again. This has become a
more imminent possibility with likely enactment of legislation to
drop the corporate tax rate. A rate cut would sharply decrease the
value of deferred tax assets on Fannie and Freddie's books and
result in shortfalls.
Lest Watt be tempted to ignore the constraint Hensarling would
impose and use his statutory power provided by the Housing and
Economic Recovery Act to withhold dividend payments for the good of
the taxpayers and the solvency of the GSEs, Hensarling would cut
off funding for a trust fund dedicated to helping the most
financially vulnerable Americans with their housing needs.
Ironically, earlier last week, Hensarling seemed to accept the
reality that completely doing away with the government guarantee
behind the mortgage backed securities issued by Fannie and Freddie
was not feasible. "I don't want a government guarantee, I don't
think we need a government affordable housing program but in
surveying the political landscape I know they will exist in any
bipartisan effort," Hensarling told POLITICO. "At the end of the
day I'm here to make progress."
While that pragmatism seemed to actually jump start possible
progress on long-overdue action by Congress, Hensarling's departure
from limited-government orthodoxy might have angered conservatives.
They should be even angrier that Hensarling's Jumpstart
reauthorization, like its earlier iteration, would actually
complicate and impede GSE reform. More importantly, it would
increase the chance that taxpayers would have to fund a bailout in
the short term. For progressives, meanwhile, Hensarling's bill
will simply reinforce their view that he is all too willing to use
Americans at the margins of economic life as pawns in an
ideological power play.
Perhaps Hensarling is hoping that the GSEs, without capital
buffers, would need another taxpayer bailout in 2018. He could be
calculating that another bailout would stoke antipathy for these
enterprises and perhaps revive efforts to dismantle them. That is
a reckless way to make policy and a theory totally lacking in
evidence. After nearly a decade, Congress has been unwilling to do
away with the GSEs.
Thus, just as the Treasury Secretary was prepared to tap his
significant expertise in the mortgage arena and work with lawmakers
on a way out of the long impasse, Hensarling's proposal would
undermine him. We can only hope that Hensarling is simply trying
to make a statement of some kind -- though it is not clear what
statement is.
In the coming weeks, Congress has the daunting tasks of agreeing to
omnibus spending bill and finishing up a historic tax measure.
Congress has had most of a decade to get behind sound GSE reform
and failed. An ill-conceived and ill-timed proposal to expose
taxpayers and low-income Americans is hardly a backup plan. It will
complicate the task of reform, expose taxpayers and make affordable
housing more inaccessible for working families.
* * *
Formed by Tennessee activist investor and CapWealth Advisors
Chairman and CEO, Tim Pagliara, Investors Unite --
http://www.investorsunite.org/-- is a coalition of private
investors from all walks of life, committed to the preservation of
shareholder rights for all invested in Fannie Mae and Freddie Mac.
The coalition works to educate shareholders and lawmakers on the
importance of adopting GSE reform that fully respects the legal
rights of Fannie Mae and Freddie Mac shareholders and offers full
restitution on investments.
FARGO TRUCKING: Taps Haberbush & Associates as Legal Counsel
------------------------------------------------------------
Fargo Trucking Company, Inc., seeks approval from the U.S.
Bankruptcy Court for the Central District of California to hire
Haberbush & Associates, LLP, as its legal counsel.
The firm will advise the Debtor on matters related to the conduct
of its bankruptcy estate; assist the Debtor in liquidating its
property; defend the Debtor against claims made against its estate;
and assist in the preparation of a plan of reorganization.
The firm's hourly rates are:
David Haberbush, Esq. Attorney $450
Louis Altman, Esq. Attorney $375
Vanessa Haberbush, Esq. Attorney $250
Lane Bogard, Esq. Attorney $200
Gaurav Datta, Esq. Attorney $175
Alexander Haberbush Legal Assistant $75
Danielle Greenstein Law Clerk $75
Haberbush received a pre-bankruptcy retainer in the sum of
$96,924.40.
David Haberbush, Esq., 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:
David R. Haberbush, Esq.
Vanessa M. Haberbush, Esq.
Lane K. Bogard, Esq.
Haberbush & Associates, LLP
444 West Ocean Blvd., Suite 1400
Long Beach, CA 90802
Tel: 562-435-3456
Fax: 562-435-6335
Email: vhaberbush@lbinsolvency.com
About Fargo Trucking Company Inc.
Fargo Trucking Company, Inc. is Compton, California-based company
that provides trucking services.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. C.D. Calif. Case No. 17-23714) on November 6, 2017.
Robert Wallace, chief executive officer, signed the petition.
At the time of the filing, the Debtor disclosed that it had
estimated assets of less than $500,000 and liabilities of $1
million to $10 million.
Judge Neil W. Bason presides over the case.
FIRST FLIGHT LIMITED: Hires Ridberg Aronson as Special Counsel
--------------------------------------------------------------
First Flight Limited Partnership, seeks authority from the U.S.
Bankruptcy Court for the District of Maryland to employ Ridberg
Aronson LLC, as special counsel to the Debtor.
First Flight Limited requires Ridberg Aronson to represent the
Debtor in the matter against Alliance Technology Group, LLC, for
breach of lease, including possible claims by Marble Mountain
Operating OC, LLC, against Alliance Technology.
Ridberg Aronson will be paid $220 per hour and 20% of the first
$500,000 of any recovery and 15% of any recovery in excess of
$500,000.
Ridberg Aronson will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Joel S. Aronson, its managing attorney of Ridberg Aronson LLC,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtor and its estates.
Ridberg Aronson can be reached at:
Joel S. Aronson, Esq.
RIDBERG ARONSON LLC
6411 Ivy Lane, Suite 405
Greenbelt, MD 20770
Tel: (301) 907-6555
About First Flight Limited Partnership
First Flight Limited Partnership, a Virginia limited liability
partnership, owns two commercial buildings: 119,166-square-foot
office facility & 761,360-square foot industrial(airport/airplane
hangars) located at 18540 Showalter Rd. Hagerstown, Maryland.
First Flight LP, doing business as Topflight Airpark, filed a
Chapter 11 petition (Bankr. D. Md. Case No. 17-18645) on June 25,
2017. The petition was signed by Barrie Peterson, sole member and
president of Airpark Holdings, LLC, the general partner of FFLP.
At the time of filing, the Debtor disclosed $54.52 million in
assets and $14.54 million in liabilities.
The case is assigned to Judge Thomas J. Catliota.
The Debtor is represented by Morgan William Fisher, Esq., at the
Law Offices of Morgan William Fisher, LLC. The Debtor hired
Ridberg Aronson LLC, as special counsel.
FM 544 PARK: Trustee Selling 32-Acre Collin County Land for $4.5M
-----------------------------------------------------------------
Kevin D. McCullough, the Chapter 11 Trustee for FM 544 Park Vista
Ltd. and Pavist, LLC, asks the U.S. Bankruptcy Court for the
Northern District of Texas to authorize the sale of FM 544's
primary asset, a 31.5 acre tract of land located, in Collin County,
Texas to Park Vista Seniors Ltd. for $4.5 million, plus the
additional consideration memorialized in the settlement agreement
and guaranty agreement.
The Debtors' initial attempt to sell the Land was met with
opposition. At the time of the bankruptcy filings, there were two
state court lawsuits related to the Land and its planned
development as a senior housing facility ("Project"). The Debtors
and the objecting parties announced in Court a global resolution on
their disputes over the sale of the Land and other matters at the
Nov. 27, 2017 hearing. Unfortunately, the parties ran into
difficulties again when they set about papering the deal, which
they announced to the Court on Nov. 30, 2017. The Court then sua
sponte ordered the appointment of a Chapter 11 Trustee.
Immediately upon his selection, the Trustee began reaching out to
the parties to determine whether a sale could be revived. He
convened everyone at his office on Dec. 3, 2017, and in the end, a
revised deal was agreed to, papered, and signed. Like the original
proposal, the revised deal is for the sale of the Land to the
Buyer. The purchase price has been reduced to $4,500,000, with
$100,000 earnest money, and that is because there are non-cash
components of the deal that provide assurances that this will still
be a 100-cent case as originally represented to the Court by the
Debtors. The date of the Closing will be on Dec. 31,2017.
Specifically, there is a settlement agreement and a guaranty
agreement that provide additional consideration, and the Trustee is
filing a motion pursuant to Rule 9019 to obtain approval for these
agreements in conjunction with the sale. Among other things, the
settlement agreement provides for the release and waiver of certain
scheduled claims in the total amount of $3,000,851 at Part 2:3.7
(North/South Building, LLC), Part 2:3.9 (Shaw Family Trust #3); and
Part 2:3.12 (JMJ Development)), and resolves the prepetition
litigation cases with David Ramolia and JMJ Development. The
guaranty agreement provides additional security that all creditors
with allowed claims will be paid in full, as the Buyer has promised
to pay any shortfall.
The proposed sale of the Land is on an "as is, where is" basis, and
free and clear of all liens, claims, interest, and encumbrances
according to terms and conditions of the Contract of Purchase and
Sale. The Trustee is in the process of obtaining final payoff
numbers from the bank and M&M creditors, but based on the best
available information to date, it is believed that the net proceeds
to the estate of FM 544 Park Vista upon closing will be
approximately $850,000. Additionally, while the closing date is
only a couple of weeks away at most, after extensive consultation
with all parties involved in the sale, including representatives
from the title company and the bond seller, the Trustee is
convinced that everyone is focused and incentivized to close the
sale.
The proposed sale contemplates that all claimants or potential
claimants with mechanic's, contractor's, or materialman's lien
rights under Chapter 53 of the Texas Property Code will be paid at
closing. The list of those claimants and amounts will be itemized
in the proposed order submitted to the Court at the time of
hearing, but the Trustee believes that list to include: Landstar
Excavation; Ikemire Architects; Southwestern Blueprint; Civil Point
Engineers; Construction Rent-a-Fence; Roadstar Trucking (Landstar
subcontractor); Geoscience; and Ajnisha Investments.
The Trustee asks that the order approving the proposed sale be
effective immediately, thereby waiving the 14-day stay imposed by
Bankruptcy Rule 6004. The waiver or elimination of the 14-day stay
is necessary for the sale to close as expeditiously as possible to
facilitate the Buyer's intended financing.
A copy of the Contract attached to the Motion is available for free
at:
http://bankrupt.com/misc/FM_544_PARK_57_Sales.pdf
The Title Company:
CHICAGO TITLE INSURANCE CO.
14160 N. Dallas Parkway, Suite 810
Dallas, Texas 75254
Attn: Leslie Wheeler
Telephone: (214) 373-6100
Facsimile: (214) 987-4202
E-mail: leslie.wheeler@ctt-tx.com
Proposed General Counsel for Trustee:
Kevin D. McCullough, Esq.
Kathryn G. Reid, Esq.
ROCHELLE MCCULLOUGH, LLP
325 N. St. Paul Street, Suite 4500
Dallas, Texas 75201
Telephone: (214) 953-0182
Facsimile: (214) 953-0185
E-mail kdm@romclaw.com
kreid@romclaw.com
About FM 544 Park Vista
FM 544 Park Vista Ltd. was formed on or about April 29, 2014 to
acquire and prepare for development a 31.5 acre tract located in
Plano, Collin County, Texas as a 318 unit senior housing apartment
complex.
The general partner of FM 544 is Pavist, a limited liability
company, while the sole limited partner is Shaw Family Trust No.
3.
FM 544 Park Vista Ltd., based in Addison, TX, filed a Chapter 11
petition (Bankr. N.D. Tex. Case No. 17-34255) on Nov. 7, 2017.
Pavist, LLC, filed a voluntary petition for relief under chapter 11
of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 17-34274-11) on
Nov. 9, 2017. The bankruptcy cases are being jointly administered
for procedural purposes only under the case of FM 544 Park Vista.
FM 544 estimated $1 million to $10 million in both assets and
liabilities.
The petitions were signed by Richard Shaw, manager.
The Hon. Stacey G. Jernigan presides over the case.
Joseph F. Postnikoff, Esq., at Goodrich Postnikoff & Associates,
LLP, serves as bankruptcy counsel.
Kevin D. McCullough is the Court-appointed Chapter 11 Trustee for
the Debtors.
FOX RUN: Gets Approval to Hire Hoffman Larin as Legal Counsel
-------------------------------------------------------------
Fox Run Creek Estates Asset Holdings LLC received approval from the
U.S. Bankruptcy Court for the Southern District of Florida to hire
Hoffman, Larin & Agnetti, P.A., as its legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; negotiate with creditors; assist in the
preparation of a plan of reorganization; and provide other legal
services related to its Chapter 11 case.
Brenda Nestor, the managing member of the Debtor, has agreed to pay
HLA a retainer in the sum of $11,000.
HLA has no connection with any creditor or other "parties-in-
interest" in the Debtor's bankruptcy case, according to court
filings.
The firm can be reached through:
Michael S. Hoffman, Esq.
Hoffman, Larin & Agnetti, P.A.
909 North Miami Beach Blvd., Suite 201
North Miami Beach, FL 33162
Tel: (305) 653-5555
Fax: (305) 940-0090
Email: mshoffman@hlalaw.com
About Fox Run Creek Estates Asset Holdings
Headquartered in Miami Beach, Florida, Fox Run Creek Estates Asset
Holdings LLC filed for Chapter 11 bankruptcy protection (Bankr.
S.D. Fla. Case No. 17-17221) on June 8, 2017, estimating its assets
and liabilities at up to $50,000 each. Joann M. Hennessey, Esq.,
at Civil Justice Advocated serves as the Debtor's bankruptcy
counsel.
FRANCHISE SERVICES: Exclusive Plan Filing Deadline Moved to Feb. 21
-------------------------------------------------------------------
The Hon. Edward Ellington of the U.S. Bankruptcy Court for the
Southern District of Mississippi has extended, at the behest of
Franchise Services of North America, the period during which the
Debtor can exclusively file a plan of reorganization and solicit
acceptance of the plan through and including Feb. 21, 2018, and
April 25, 2018, respectively.
As reported by the Troubled Company Reporter on Oct. 27, 2017, the
Debtor asked for the extension, telling the Court that it is in its
best interest and its bankruptcy estate's to be able to address as
many of these matters as practical before propounding a Plan and a
Disclosure Statement, but the Court must first rule on the motion
to dismiss filed by the Macquarie Parties. Accordingly, it has not
been practical for the Debtor to finalize and propose a Plan within
the initial time period provided by the
U.S. Bankruptcy Code.
About Franchise Services
Franchise Services of North America Inc. --
http://www.fsna-inc.com/-- is a publicly traded company listed on
the TSX Venture Exchange. The Company and its subsidiaries own
these brands: U-Save Car & Truck Rental, U-Save Car Sales, Auto
Rental Resource Center, Xpress Rent A Car, Sonoran National
Insurance Group and Peakstone Financial Services.
U-Save, together with its subsidiary ARRC, has over 650 locations
throughout the United States and is one of North America's largest
franchise car rental companies. U-Save currently services 21
airport markets in 9 different states and 12 countries. Although
primarily based in the United States, U-Save has 16 international
locations in Mexico, Greece, Central America and the Caribbean.
With more than 150 years of combined insurance experience, Sonoran
National Insurance Group is licensed in all 50 states and serves
customers in every part of the country. Sonoran provides an entire
range of business and personal insurance solutions customized to
the needs of its clients.
Franchise Services of North America Inc., based in Ridgeland,
Miss., filed a Chapter 11 petition (Bankr. S.D. Miss. Case No.
17-02316) on June 26, 2017.
The petition was signed by Thomas P. McDonnell, III, chief
executive officer. The Debtor estimated $10 million to $50 million
in assets and $1 million to $10 million in liabilities.
The Hon. Edward Ellington presides over the case.
Stephen W. Rosenblatt, Esq., at Butler Snow LLP, serves as
bankruptcy counsel to the Debtor. Equity Partners HG LLC, serves
as restructuring advisor to the Debtor.
FRASIER MEADOWS: Fitch Rates Series 2017B Revenue Bonds 'BB+'
-------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to the $56 million
revenue improvement bonds, series 2017B issued by the Colorado
Health Facilities Authority (CHFA) on behalf of Frasier Meadows
Manor, Inc.
In addition, Fitch has affirmed its 'BB+' rating on $85.295 million
revenue and revenue refunding bonds, series 2017A also issued by
the CHFA on behalf of Frasier.
Series 2017B bond proceeds, together with other available funds,
will be used to finance or reimburse Frasier for the cost of campus
improvements, including a phase II independent living unit (ILU)
expansion, expansion and renovations to certain common areas, flood
remediation projects and improvements to safeguard against future
flooding; fund 20 months of capitalized interest and a debt service
reserve fund for the series 2017B bonds; and pay the costs of
issuance. The bonds are expected to sell via negotiation the week
of Dec. 11.
The Rating Outlook is Stable.
SECURITY
The bonds are secured by a first mortgage lien on Frasier's campus
and facilities, a security interest in gross revenues (including
entrance fees), and a debt service reserve fund.
KEY RATING DRIVERS
INCREASED DEBT POSITION AND LARGE CAPITAL PLANS: With the series
2017B bond issue, Frasier increases its total permanent debt by
about $56 million, resulting in a very high 39.3% pro forma maximum
annual debt service (MADS) as a percent of revenues. Despite strong
cash flow metrics, pro forma MADS coverage was a very slim 0.7x for
fiscal 2017 (year-end June 30) and 0.9x for the first quarter of
fiscal 2018. Frasier's expansion plans are expected to add 98 ILUs
to its existing complement, increasing construction and fill-up
risk.
STRONG DEMAND TRENDS: Frasier's long operating history, favorable
service area demographics and high-quality reputation have resulted
in strong occupancy across all levels of care. Approximately 96% of
ILUs, 81% of assisted living units (ALUs) and 96% of skilled
nursing facility (SNF) beds were occupied as of Sept. 30, 2017.
Frasier began marketing its phase II ILUs in October 2016 and
reached 100% pre-sold in June 2017. Including prospective residents
on the waiting list, expansion ILUs are currently 139% pre-sold.
RISING AND HEALTHY CASH FLOWS: Frasier's net operating margin
(NOM)-adjusted remains strong for the rating category, following a
temporary disruption in ALU and SNF operations as a result of flash
flood that adversely affected fiscal 2014 results. NOM-adjusted
increased to 23.4% in fiscal 2016 and 20.8% in fiscal 2017 from
12.7% in fiscal 2014. NOM-adjusted fell to 10.9% for the three
months ended Sept. 30, 2017, due to lower net entrance fee receipts
from turnover units, as transitions in the first quarter are
typically more volatile.
ROBUST LIQUIDITY: Despite robust capital spending that has resulted
in a below-average age of plant (9.8 years in fiscal 2017),
unrestricted cash and investments of about $42 million equaled a
strong 734 days cash on hand (DCOH) in fiscal 2017 and 712 DCOH as
of the three-month interim, indicating considerable financial
flexibility to meet unforeseen spending needs.
RATING SENSITIVITIES
LARGE CAPITAL PLANS: The 'BB+' rating incorporates Frasier Meadows
Manor, Inc.'s expansion as currently contemplated. Construction is
expected to be completed by December 2019 and management is
anticipating a relatively rapid fill-up period. Though not
expected, material cost overruns or construction delays could place
negative pressure on the rating.
OPERATING PROFILE MAINTENANCE: The rating also assumes that
Frasier's current operating profile, characterized by strong
occupancy, healthy cash flows and robust liquidity balances,
remains stable. Should any of these weaken during the planned
construction and fill-up periods, it could result in negative
rating pressure.
FREEDOM MORTGAGE: Fitch Rates $435MM Unsecured Debt 'B/RR5'
-----------------------------------------------------------
Fitch Ratings has assigned a 'B/RR5' rating to Freedom Mortgage
Corporation's (Freedom) seven-year, $435 million 8.125% senior
unsecured debt due Nov. 15, 2024. Proceeds from the issuance are
expected to be used for general corporate purposes and to finance
potential strategic acquisitions of mortgage servicing rights
(MSRs) and other assets.
KEY RATING DRIVERS
IDR, SENIOR DEBT AND RECOVERY RATING
The long-term rating of 'B' assigned to Freedom's new senior
unsecured debt is one-notch below Freedom's Long-Term Issuer
Default Rating (IDR) given its subordination to secured debt in the
capital structure. The 'RR5' Recovery Rating reflects below average
(11%-30%) recovery prospects in a stressed scenario based on
Freedom's balance sheet assets as of Sept. 30, 2017.
The increase in the percentage of unsecured debt is viewed
favorably by Fitch, as it enhances balance sheet flexibility in
times of stress. Nevertheless, given the deep subordination and
preponderance of secured funding, which represented approximately
92% of total debt, pro forma as of Sept. 30, 2017, the senior
unsecured debt rating is notched down from the IDR, reflecting
weaker recovery prospects.
Freedom's long-term IDR reflects the firm's solid franchise and
historical track record in the U.S. residential mortgage space. As
a nonbank financial mortgage company, Freedom also benefits from
increased share resulting from banks' reduced appetite for mortgage
servicing activities. Further supporting the affirmation is
Freedom's experienced senior management team with extensive
industry background; a sufficiently robust and integrated
technology platform; good asset quality performance in its prime
servicing portfolio; sufficient liquidity and reserves in place to
absorb a reasonable level of repurchase demands or
indemnifications; and appropriate earnings coverage of interest
expense. Fitch last affirmed Freedom's long-term IDR and maintained
the Stable Rating Outlook on June 5, 2017.
The highly cyclical nature of the mortgage origination business and
the capital intensive and volatile nature of the mortgage servicing
business represent primary rating constraints for nonbank mortgage
companies, including Freedom, in Fitch's opinion. Furthermore, the
mortgage business is subject to intensive legislative and
regulatory scrutiny, which further increases business risk, and the
imperfect nature of interest rate hedging can introduce liquidity
risks related to margin calls and/or earnings volatility. These
industry constraints typically limit ratings assigned to nonbank
mortgage companies to below investment grade levels. Fitch notes
that Freedom's retained-servicing business model serves as a
natural hedge to the cyclicality of the mortgage origination
business and the company's robust operational and regulatory
framework help to mitigate some of these pressures.
Rating constraints specific to Freedom include elevated key man
risk related to its founder and Chief Executive Officer, Stanley
Middleman, who sets the tone, vision and strategy for the company.
Over the last year, Freedom has taken steps to enhance its overall
corporate governance framework including key hires with backgrounds
in business transformation and strategy, as well as reduced related
party transactions, specifically the settlement of the bulk excess
MSR liability with Cherry Hill Mortgage Investment Corporation,
which are viewed positively by Fitch. Additional rating constraints
include reliance on short- to medium-term wholesale funding,
specifically loan warehouse financing, and the predominately
secured funding profile. Fitch notes that there is also potential
execution risk associated with anticipated business growth and
expansion of mortgage origination channels.
Fitch's primary measure of leverage, (gross debt to tangible
equity) is expected increase to 4.0x, pro forma as of Sept. 30,
2017, as a result of the senior unsecured debt issuance. Fitch
expects leverage will remain around the 4.0x - 5.0x range over
time, which is deemed adequate for the rating category. Fitch notes
that corporate tangible leverage, which excludes the balances under
warehouse facilities from gross debt, is much lower, and within the
financial covenant set forth under Freedom's existing senior
secured term loan.
RATING SENSITIVITIES
IDR, SENIOR DEBT AND RECOVERY RATING
The rating of the senior unsecured debt is primarily sensitive to
any changes in Freedom's long-term IDR. The senior unsecured debt
rating and the Recovery Rating are also sensitive to changes in the
level of unencumbered balance sheet assets available for unsecured
creditors. An increase in the level of unencumbered asset coverage,
combined with a material decline in secured debt, could result in
an equalization of the long-term IDR and the senior unsecured debt
rating.
Positive rating momentum for Freedom's long-term IDR could be
influenced by a more formalized succession plan, demonstrated
execution on growth aspirations, and reduced reliance on
shorter-term funding. An improved governance framework, including
Independent Director membership, and continued reduced
related-party transactions would also be viewed favorably. Over
time, an increase in the percentage of unsecured debt in the
funding profile could also drive positive rating momentum.
Freedom's long-term IDR could be negatively impacted by the
departure of Middleman without appropriate succession plans being
in place, rapid growth that is not accompanied by commensurate
growth in tangible common equity, as well as appropriate staffing
and resource levels to support planned growth. Additional negative
rating drivers include a decrease in liquidity resulting from
significant margin calls from its lenders or hedge counterparties,
meaningful deterioration in asset quality, particularly if it
results in increased repurchase activity or advancing, and/or a
sustained increase in leverage above 5.0x. To the extent that the
company is subject to material regulatory scrutiny or fines that
negatively impact Freedom's franchise or operating performance,
this could also negatively impact ratings.
Founded in 1990 and based in Mount Laurel, NJ, Freedom is a
leading, private, full-service, non-bank mortgage company engaged
in origination, selling and securitizing residential mortgage
loans. The company is the third-largest non-bank residential
mortgage lender by volume in the U.S. by closed loan volume, as of
year-to-date June 30, 2017 according to Inside Mortgage Finance. As
of Sept. 30, 2017, Freedom had total assets of approximately $6.6
billion.
Fitch rates the following:
Freedom Mortgage Corporation
-- Senior unsecured debt 'B/RR5'.
Fitch currently rates Freedom:
Freedom Mortgage Corporation
-- Long-term IDR 'B+';
-- Senior secured term loan 'B+/RR4'.
GENERAL AERONAUTICS: Taps Durham Jones as Legal Counsel
-------------------------------------------------------
Skyworks Global, Inc., formerly known as General Aeronautics Corp.,
seeks approval from the U.S. Bankruptcy Court for the District of
Utah to hire Durham Jones & Pinegar, P.C., as its legal counsel.
The firm will advise Skyworks regarding its rights and duties as a
debtor and will provide other legal services related to the
involuntary Chapter 11 petition filed by creditors of the company.
Kenneth Cannon II, Esq., and Penrod Keith, Esq., the attorneys
expected to handle the case, will charge $400 per hour and $380 per
hour, respectively. The hourly rates for other attorneys who may
be involved in the case range from $175 to $450.
The firm received a retainer in the sum of $50,000 from Skyworks.
Durham is a "disinterested person" as defined in section 101(14) of
the Bankruptcy Code, according to court filings.
The firm can be reached through:
Kenneth L. Cannon II, Esq.
Penrod W. Keith, Esq.
Durham Jones & Pinegar, P.C.
111 South Main Street, Suite 2400
P.O. Box 4050
Salt Lake City, UT 84110-4050
Tel: (801) 415-3000
Fax: (801) 415-3500
Email: kcannon@djplaw.com
Email: pkeith@djplaw.com
About General Aeronautics Corp.
General Aeronautics Corp., now known as Skyworks Global Inc. --
http://skyworks-global.com-- has been developing manned and
unmanned vertical lift gyroplane technologies for more than two
decades. It has more than 40 patents with several more underway,
all obtained in an effort to radically change not only the way
gyroplanes are perceived but also the way they are utilized.
Gyroplanes are commonly used in mass personnel transportation,
agriculture and border protection.
Jason Chen and five other alleged creditors of GAC filed an
involuntary Chapter 11 petition (Bankr. D. Utah Case No. 17-28510)
against the company on September 28, 2017.
Judge Kimball R. Mosier presides over the case.
GEO SPECIALTY: Bankr. Court Rejects Bid to Reopen Chapter 11 Case
-----------------------------------------------------------------
Judge Rosemary Gambardella of the U.S. Bankruptcy Court for the
District of New Jersey entered an order denying GEO Specialty
Chemical Inc. and GEO Specialty Chemicals, Ltd.'s motion to reopen
their chapter 11 case for the limited purpose of enforcing the
chapter 11 plan discharge and injunction.
GEO sought an order reopening its chapter 11 case, enforcing the
chapter 11 plan discharge and injunction ordered by this Court in
its Dec. 20, 2004 Confirmation Order, and directing dismissal of
all claims asserted by Plaintiffs in the consolidated antitrust
action In re: Liquid Aluminum Sulfate Antitrust Litigation
currently pending in the U.S. District Court for the District of
New Jersey and similar claims asserted by plaintiffs in other
jurisdictions which arose or are attributed to conduct or events
occurring prior to Dec. 31, 2004, the Effective Date of GEO's Plan
of Reorganization. The Direct Purchaser Plaintiffs and Indirect
Purchaser Plaintiffs each filed Opposition to GEO’s Motion, and
GEO filed a Reply.
As a threshold matter, the Plaintiffs argue that collateral
estoppel applies to the District Court's July 20, 2017 Opinion as
to those issues, or, alternatively, that the unique procedural
posture of this Motion - where D.N.J. Local Rule 40.1 (c) requires
assignment of any appeal to Judge Linares - in effect renders the
District Court Order stare decisis.
Collateral estoppel or issue preclusion, prevent parties from
litigating an issue that has already been actually litigated. The
prerequisites of collateral estoppel are that: (1) the issue sought
to be precluded is the same as that involved in the prior action;
(2) the issues was actually litigated in the prior proceeding; (3)
it was determined by a final and valid judgment, (4) the party
being precluded from relitigating the issue was fully represented
in the prior action; and (5) the prior determination was essential
to the prior judgment.
Here, it is clear that the issues decided by Judge Linares in the
July 20, 2017 Opinion were (1) whether Plaintiffs' claims in the
Antitrust Action that arose prior to confirmation of the debtors'
reorganization plan constitute prepetition "claims" within the
meaning of the Bankruptcy Code and GEO's Confirmed Plan; (2)
whether GEO's publication notices satisfied Due Process sufficient
to discharge such pre-petition and pre-confirmation claims; and (3)
whether GEO’s alleged post-discharge antitrust conspiratorial
conduct subjects it to joint and several liable for all damages
resulting from the alleged conspiracy.
The parties litigated all of these issues in connection with GEO's
Motion to Dismiss and Judge Linares addressed and ruled upon each
issue in the Court’s July 20, 2017 Opinion. Specifically, the
District Court found that although Plaintiffs' antitrust claims
that accrued prior to the discharge order would be dischargeable in
bankruptcy, the Confirmation Order did not bar such claims because
Plaintiffs were "known" creditors and thus notice by publication
was insufficient to satisfy due process. The District Court further
determined that even if Due Process was satisfied, GEO's alleged
"post-discharge conduct" subjects it to joint and several liability
for the entirety of the alleged conspiracy, because a party is
"jointly and severally liable for all the damages caused from the
beginning of the conspiracy."
Despite these findings, GEO argues that this Court should continue
to decide the very same issues because the District Court's Opinion
is not "final" for collateral estoppel purposes. Specifically, GEO
contends that the District Court's Opinion relied upon the
Complaint and that it did not make findings based upon a "complete
factual record." This argument must fail. It is undisputed that GEO
did not provide actual notice to potential antitrust claimants and
that GEO's bankruptcy schedules, Plan, and Disclosure Statement did
not reveal such potential claims, notwithstanding GEO's 2016 Guilty
Plea, in which it admitted to engaging in "a conspiracy to rig bids
and allocate customers for, and to fix the price of, liquid
aluminum sulfate supplied to municipalities and pulp and paper
manufacturers in the United States from at least as early as 1997
and continuing until approximately February 2011."
The Court also rejects GEO's argument that the standard for
ascertaining known claimants is limited to the perspective of "the
persons responsible for administering a bankruptcy case" and that
all is required is a "diligent review of the debtor's books and
records maintained in the ordinary course of business." This
attempt by GEO to place a narrow and inflexible standard on the due
process requirement has been expressly rejected by the Third
Circuit in Chemtron. Accordingly, this Court finds that GEO's plan
and confirmation order and the discharge injunction do not bar
Plaintiffs' claims asserted in the Antitrust Action that arose
prior to the Effective Date of the Plan of Reorganization.
Given this Court's determination that GEO's plan and confirmation
order do not bar Plaintiffs' Claims asserted in the Antitrust
Action that arose prior to the Effective Date of GEO's Plan of
Reorganization, there is no basis to find "cause" to reopen GEO's
Bankruptcy Case.
A full-text copy of the Court's Order dated Dec.4, 2017 is
available at:
http://bankrupt.com/misc/njb04-19148-1372.pdf
Counsel for the Reorganized Debtors, GEO Specialty Chemicals, Inc.
and GEO Specialty Chemicals Limited:
Alan R. Lepene, Esq.
THOMPSON HINE LLP
3900 Key Center
127 Public Square
Cleveland, Ohio 44114
Alan.Lepene@ThompsonHine.com
-and –
Barry M. Kazan, Esq.
THOMPSON HINE LLP
335 Madison Avenue
New York, New York 10017
Barry.Kazan@ThompsonHine.com
Counsel for Direct Purchaser Plaintiffs:
James E. Cecchi, Esq.
Lindsey H. Taylor, Esq.
CARELLA BYRNE CECCHI, OLSTEIN, BRODY & AGNELLO, P.C.
5 Becker Farm Road
Roseland, New Jersey 07068
jCecchi@carellabyrne.com
lTaylor@carellabyrne.com
-and-
Sami H. Rashid, Esq.
Margaret Schmidt, Esq.
QUINN EMANUEL, URQUHART & SULLIVAN, L.P.
51 Madison Avenue
New York, New York 10010
samirashid@quinnemanuel.com
margaretschmidt@quinnemanuel.com
-and-
Eric Winston, Esq.
QUINN EMANUEL, URQUHART & SULLIVAN, L.P.
865 S. Ferguson Street, 10th Floor
Los Angeles, California 90017-2543
ericwinston@quinmanuel.com
Counsel for Indirect Purchaser Plaintiffs:
Jay B. Shapiro, Esq.
Drew M. Dillworth, Esq.
STEARNS WEAVER MILLER WEISSLER ALHADEFF & SITTERSON, P.A.
150 West Flagler Street, suite 2200
Miami, Florida 33130
jshapiro@stearnsweaver.com
ddillworth@stearnsweaver.com
-and-
Marvin A. Miller, Esq.
MILLER LAW LLC
115 S. LaSalle Street, Suite 2910
Chicago, Illinois 60603
mmiller@millerlawllc.com
-and-
William L. Mentlik, Esq.
Roy H. Wepner, Esq.
Aaron S. Eckenthal, Esq.
LERNER, DAVID, LITTENBERG, KRUMHOLZ & MENTLIK, LLP
600 South Avenue West
Westfield, New Jersey 07090
wmentlik@lernerdavid.com
rwepner@lernerdavid.com
About GEO Specialty Chemicals
Headquartered in Harrison, New Jersey, GEO Specialty Chemicals,
Inc. -- http://www.geosc.com/-- develops, manufactures and markets
a wide variety of specialty chemicals, including over 300 products
sold to major industrial customers for various end-use applications
including water treatment, wire and cable, industrial rubber, oil
and gas production, coatings, construction, and electronics. The
Company filed for chapter 11 protection on March 18, 2004 (Bankr.
N.J. Case No. 04-19148). Alan Lepene, Esq., Robert Folland, Esq.,
and Sean A. Gordon, Esq., at Thompson Hine, LLP, and Brian L.
Baker, Esq., Howard S. Greenberg, Esq., and Stephen Ravin, Esq., at
Ravin Greenberg, PC, represent the Debtors in their restructuring
efforts. On September 30, 2003, the Debtors listed $264,142,000 in
total assets and $215,447,000 in total debts. The Troubled Company
Reporter said the U.S. Bankruptcy Court for the District of New
Jersey approved the request of GEO Specialty Chemicals, Inc., and
its debtor-
affiliate to delay the closing of their chapter 11 cases to Dec.
31, 2005.
GREEN CUBE: Taps DelBello Donnellan as Legal Counsel
----------------------------------------------------
Green Cube Cafe Inc. seeks approval from the U.S. Bankruptcy Court
for the Eastern District of New York to hire DelBello Donnellan
Weingarten Wise & Wiederkehr, LLP, as legal counsel.
The firm will advise Green Cube and its affiliates regarding their
duties under the Bankruptcy Code; negotiate with creditors; give
advice on any potential sale of their business; assist in the
preparation of a plan of reorganization; and provide other legal
services related to their Chapter 11 cases.
The firm's hourly rates are:
Attorneys $375 - $620
Law Clerks $200
Legal Assistants $150
Paralegals $150
DelBello received a pre-bankruptcy retainer in the sum of $40,000,
plus $6,585 for the filing fees.
Dawn Kirby, Esq., disclosed in a court filing that the firm is
"disinterested" as defined in section 101(14) of the Bankruptcy
Code.
DelBello can be reached through:
Dawn Kirby, Esq.
DelBello Donnellan Weingarten
Wise & Wiederkehr, LLP
One North Lexington Avenue
White Plains, NY 10601
Phone: (914) 681-0200
Fax: 914-681-0288
Email: dkirby@ddw-law.com
About Green Cube Cafe Inc.
Green Cube Cafe Inc. is a fast food company that serves fresh and
natural ingredients. It offers salads, smoothies, soups, yogurts
and gourmet cafe and bakery items. The Debtor has locations at
Cross County Shopping Center, Yonkers, New York; Jefferson Valley
Mall, Yorktown Heights, New York; Queens Center Mall, Elmhurst, New
York; Green Acres Mall, Valley Stream, New York; 3 Purdy Avenue,
Rye, New York; and Danbury Fair Mall, Danbury, Connecticut.
Green Cube Cafe and its affiliates sought protection under Chapter
11 of the Bankruptcy Code (Bankr. E.D.N.Y. Lead Case No. 17-23751)
on November 15, 2017. Lung Chen, president, signed the petitions.
At the time of the filing, Green Cube Cafe disclosed that it had
estimated assets and liabilities of less than $50,000.
Judge Robert D. Drain presides over the cases.
GREENE AVENUE: Taps Rosen Kantrow as Legal Counsel
--------------------------------------------------
Greene Avenue Restoration Corp. seeks approval from the U.S.
Bankruptcy Court for the Eastern District of New York to hire
Rosen, Kantrow & Dillon, PLLC, as its legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code and will provide other legal services related to
its Chapter 11 case.
The firm's hourly rates range from $395 to $425 for associates and
$525 to $575 for partners.
Rosen received a retainer in the sum of $20,000 from Milord Equity
Inc., a related entity of the Debtor's principal and sole
shareholder.
Avrum Rosen, Esq., disclosed in a court filing that the firm is
"disinterested" as defined in section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
Avrum J. Rosen, Esq.
Rosen, Kantrow & Dillon, PLLC
38 New Street
Huntington, NY 11743
Phone: 631-423-8527
About Greene Avenue Restoration Corp.
Greene Avenue Restoration Corp. sought protection under Chapter 11
of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 17-45394) on
October 19, 2017. Judge Carla E. Craig presides over the case.
At the time of the filing, the Debtor disclosed that it had
estimated assets and liabilities of less than $1 million.
GREENLIGHT ORGANIC: Exclusive Plan Filing Period Moved to May 21
----------------------------------------------------------------
The Hon. Bruce T. Beesley of the U.S. Bankruptcy Court for the
District of Nevada has extended the exclusive period for Greenlight
Organic, Inc., to file a plan of reorganization until May 21, 2018,
as well as the exclusive period for the Debtor to secure acceptance
of its plan of reorganization until July 20, 2018.
The Troubled Company Reporter has previously reported that the
Debtor requested an exclusivity extension to afford the United
States time to liquidate its claims in the Court of International
Trade. Moreover, the Debtor asserted that the resolution of the
claims in the CIT Action is an unresolved contingency more than
sufficient to justify the 180-day extension.
On February 8, 2017, the United States government filed a civil
Complaint against the Debtor in the litigation entitled, United
States v. Greenlight Organic, Inc., pending before the United
States Court of International Trade, Case Number 17-cv-0031. The
United States initiated this action "on behalf of U.S. Customs and
Border Protection, to recover (1) approximately $238,516.56 in
unpaid duties and fees plus interest; and (2) a penalty for fraud
in the amount of approximately $3,232,032, stemming from
Greenlight's violations of 19 U.S.C. 1592(a) relating to
approximately 122 entries of wearing apparel."
The Debtor claimed that it cannot negotiate a plan or provide
adequate information without understanding the amount and nature of
the claims in the CIT Action. The Debtor maintained that it has
attempted to resolve the CIT claims in good faith in the
most-efficient and least costly manner before the Bankruptcy Court,
but must now litigate in the Court of International Trade to
liquidate the United States' claims before the Debtor can propose a
plan of reorganization. As such, the Debtor said it needed
sufficient time to permit it to negotiate a plan of reorganization
and provide adequate information to interested parties.
About Greenlight Organic, Inc.
Greenlight Organic is a wholesaler and retailer of running and
performance apparel. Its customers typically are marathon and
other race event organizers who place orders with the Debtor for
custom t-shirts to gift or sell to attendees. It typically places
orders with a company in Vietnam to manufacturer and customize the
apparel, which are then shipped to Greenlight and delivered to the
customer.
Greenlight Organic Inc. d/b/a Greenlight Apparel filed a Chapter 11
bankruptcy petition (Bankr. D. Nev. Case No. 17-14000) on July 25,
2017. The Petition was signed by the Debtor's authorized
representative, Parambir Aulakh. At the time of filing, the Debtor
had estimated both assets and liabilities at $100,000 to $500,000.
Gregory E. Garman, Esq., at Garman Turner Gordon, LLP serves as the
Debtor's bankruptcy counsel; and Crowell & Moring LLP, Marlow Adler
Abrams Newman & Lewis, and Peter S. Herrick, P.A., as special
counsel.
GREGORY APANOWICZ: Sale of Interest in Fairmont Property Approved
-----------------------------------------------------------------
Judge Patrick M. Flatley of the U.S. Bankruptcy Court for the
Northern District of West Virginia authorized Gregory John
Apanowicz's sale of the real estate located at 1205 Headley Court,
Fairmont, Marion County, West Virginia, in which the Debtor holds
an undivided one-half interest with his sibling, Stanley Apanowicz,
to Mezco Properties, LLC, for $120,000.
The sale is subject to the lien(s) being paid and a release
obtained from the holder of the mortgage.
Gregory John Apanowicz sought Chapter 11 protection (Bankr. N.D.
W.Va. Case No. 17-00595) on June 2, 2017. The Debtor tapped D.
Conrad Gall, Esq., as counsel.
H MELTON VENTURES: Hires Wiley Law Group as Counsel
---------------------------------------------------
H. Melton Ventures RD, LLC, and its debtor affiliates seek
authority from the United States Bankruptcy Court for the Northern
District of Texas, Ft. Worth Division, to hire Kevin S. Wiley, Sr.,
Esq., and Kevin S. Wiley, Jr., Esq., of the Wiley Law Group, PLLC,
as counsel.
The professional services the Counsel will render are:
(a) counsel and prepare Debtor of negotiations for final
resolution of the contempt case by proposing a plan a that will pay
more than what the creditor could receive in any liquidation in
return for injunctive relief as indispensable parties and
co-proponents under the plan;
(b) advise Debtor with respect to the Debtor's powers and
duties in the Chapter 11 case regarding strategy for exit from
bankruptcy, disclosure statements and plans, and other issues that
typically arise or may arise in Chapter 11 cases;
(c) appear in this Court to protect the interests of the
Debtor;
(d) attend meetings as requested by the Debtor;
(e) perform all other legal services for the Debtor that may
be necessary and proper in this case, including, but not limited
to, provision of advice in areas such as corporate, bankruptcy,
tort, employment, governmental, intellectual property and secured
transactions; and
(f) perform such other functions as requested by the Debtor or
the Court consistent with professional standards.
Kevin S. Wiley, Sr., member of Wiley Law Group, PLLC, attests that
he and his firm are disinterested persons as defined in Section
101(14) of the Bankruptcy Code, and do not hold or represent an
interest adverse to the Debtor or to the estate.
The Firm's hourly rates are:
Attorneys $375
Paralegal $75
The Counsel can be reached through:
Kevin S. Wiley, Sr.
Kevin S. Wiley, Jr.
THE WILEY LAW GROUP, PLLC
325 North St. Paul Street, Suite 2750
Dallas, TX 75201
Tel. (469) 484-5016
Fax (469) 484-500
Email: kevin.wileysr@tx.r.com
kwiley@lkswjr.com
About H. Melton Ventures RD, LLC
H. Melton Ventures RD, LLC filed a Chapter 11 petition (Bankr. N.D.
Tex. Case No. 17-44521) on November 6, 2017, listing under $1
million both in assets and liabilities. Kevin S. Wiley, Sr. and
Kevin S. Wiley, Jr. at Wiley Law Group, PLLC represents the Debtor
as counsel.
HI-CRUSH PARTNERS: S&P Lowers $200MM Secured Debt Rating to 'B-'
----------------------------------------------------------------
S&P Global Ratings lowered its issue-level rating on Houston-based
hydraulic fracturing (frac) sand producer Hi-Crush Partners L.P.'s
$200 million senior secured term loan to 'B-' from 'B'. At the same
time, S&P revised the recovery rating on the term loan to '3' from
'2', indicating its expectation for meaningful (50%-70%; rounded
estimate: 65%) recovery in the event of a payment default.
The change in the recovery rating is due to the upsize of the
revolving credit facility (unrated) to $150 million from $75
million, adding secured debt to our hypothetical default scenario
and reducing recovery prospects. The company is extending its
senior secured term loan maturity to 2024 from 2021 and extending
the revolver maturity to 2022 from 2019.
S&P's 'B-' corporate credit rating is unchanged because it believes
the increase in the revolver does not affect the credit ratios. The
outlook is stable.
RECOVERY ANALYSIS
Key analytical factors
S&P said, "Our recovery analysis assumes a capital structure that
includes a $150 million revolving credit facility due 2022
(unrated) and a $200 million senior secured term loan due 2024. Our
recovery analysis also assumes that Hi Crush's cash flow revolving
credit facility would be 85% drawn at the point of default.
"We assigned a '3' recovery rating to Hi-Crush's $200 million term
loan following a review of the company's recovery profile. The '3'
recovery rating on the term loan reflects our view that creditors
would experience meaningful (50%-70%; rounded estimate: 65%)
recovery, under our default scenario.
"Our simulated default scenario contemplates a default occurring in
2019, in the wake of a protracted deterioration in oil and gas
exploration and drilling activity, leading to material shrinkage in
demand for frac sand and depressed prices. Given this scenario,
margins would shrink and the company would have to fund debt
service and other obligations with available cash and, to the
extent available, revolving credit facility borrowing.
"We estimate a gross recovery value of approximately $240 million,
assuming an emergence EBITDA of $48 million and an EBITDA multiple
of 5x, which is in line with other producers in the metals and
mining sector."
Simulated default and valuation assumptions
-- Simulated year of default: 2019
-- EBITDA at emergence*: $48 mil.
-- Implied enterprise value multiple: 5x
-- Gross enterprise value: $240 mil.
Simplified waterfall
-- Net enterprise value (after 5% admin. costs): $228 mil.
-- Estimated net enterprise value available for secured debt: $228
mil.
-- Estimated senior secured claims (revolving credit facility:
$132 mil., senior secured term loan: $204 mil.): $336 mil.
-- Senior secured debt recovery rating: 50%-70% (rounded estimate:
65%)
-- Senior secured debt rating: 'B-'
-- *Calculation of EBITDA at emergence: $48 million (assumed
interest and term loan amortization due in default year: $24
million;
-- minimum capital expenditure assumption: $19 million;
cyclicality adjustment: $5 million).
Note: S&P's estimated claim amounts include approximately six
months' accrued but unpaid interest.
Ratings List
Hi-Crush Partners L.P.
Corporate Credit Rating B-/Stable/--
Ratings Lowered; Recovery Rating Revised
To From
Hi-Crush Partners L.P.
Senior secured B- B
Recovery Rating 3(65%) 2(80%)
HOLLYWOOD ONE: Sale of Aberdeen Condo Unit 201 for $160K Approved
-----------------------------------------------------------------
Judge Laurel M. Isicoff of the U.S. Bankruptcy Court for the
Southern District of Florida authorized Hollywood One, LLC's sale
of a residential condominium unit located at 4806 Mantlewood Way,
Unit 201, Aberdeen, Maryland to Shirley Hott for $160,000.
The sale is free and clear of any and all liens, claims,
encumbrances, with the lien of Fulton Bank to attach to the net
sale proceeds.
Notwithstanding the provisions of Bankruptcy Rule 6004(h), the
Order will be effective and enforceable immediately upon entry and
its provisions will be self-executing.
At closing, the Debtor or any settlement agent is authorized to
immediately pay from the sale proceeds outstanding real property
taxes and tax sale charges, if any, the closing costs identified in
the Motion and in the Contract including a realtor's commission to
Keller Williams American Premier Realty, LLC of $8,000, and such
other closing costs as are deemed customary and regular. All net
proceeds from the closing after payment of closing costs will be
delivered to Fulton Bank at closing along with a settlement
statement and will be applied in accordance with applicable law.
Within 10 days of receipt of funds, Fulton Bank will provide the
Debtor with an accounting detailing how the sales proceeds have
been applied.
About Hollywood One
Hollywood One LLC filed a Chapter 11 bankruptcy petition (Bankr.
S.D. Fla. Case No. 17-13739) on March 28, 2017, disclosing under $1
million in both assets and liabilities.
Suzy Tate, Esq., at Suzy Tate, PA serves as bankruptcy counsel.
Rita Quintero and the Regional Team of Keller Williams American
Premier Realty is the real estate broker.
HOOPER HOLMES: Prepares Slide Presentation for Investor Meetings
----------------------------------------------------------------
Hooper Holmes, Inc., filed a Form 8-K with the Securities and
Exchange Commission to disclose a slide presentation that will be
used at investor meetings beginning on Dec. 5, 2017.
According to the Company, the second quarter combination between
the Company and Provant created a wellness leader across four high
growth segments: biometric screenings, complex blood analysis;
health coaching & condition management; well-being portal,
personalized nutrition, sleep, finance, trackers, challenges;
advanced data management, analysis, reporting.
The company reported third quarter revenues of $14 million, a 44%
revenue improvement compared to the same period in 2016.
A copy of the Slide Presentation is available for free at:
https://is.gd/YcqwNe
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.
HUMANIGEN INC: Enrolls 1st Patient in ifabotuzumab Clinical Trial
-----------------------------------------------------------------
Humanigen, Inc. disclosed in a Form 8-K filed with the Securities
and Exchange Commission that on Dec. 5, 2017, the first patient
received the Company's ifabotuzumab, a monoclonal antibody
targeting Ephrin type-A receptor 3 (EphA3), in a clinical trial of
patients with glioblastoma multiforme (GBM) at the Olivia
Newton-John Cancer Research Institute in Australia. The trial is
an Investigator-Sponsored Phase 0/1 radiolabeled imaging trial in
GBM, a particularly aggressive and deadly form of brain cancer.
According to the investigators, the trial will seek to confirm the
safety of ifabotuzumab and potentially determine the best dose to
effectively penetrate brain tumors. In addition, the investigators
expect about 12 patients to participate in the trial, for which
eligibility criteria are recurrent GBM and receipt of only one type
of chemotherapy for disease recurrence. The Company is exploring
partnering opportunities to enable further development of
ifabotuzumab in certain solid and hematologic cancers.
Since the FDA's Aug. 29, 2017 announcement granting accelerated and
conditional approval of a benznidazole therapy manufactured by
another manufacturer, the Company has shifted its primary focus
toward developing its proprietary monoclonal antibody portfolio,
which comprises lenzilumab (formerly known as KB003) and
ifabotuzumab (formerly known as KB004), for use in addressing
significant unmet needs in oncology. These product candidates are
in the early stage of development and will require substantial
time, expenses, clinical development, testing, and regulatory
approval prior to commercialization. Furthermore, neither of these
product candidates has advanced into a pivotal registration study
and it may be years before such a study is initiated, if at all.
The Company said there can be no assurance that it will be in a
position to continue development of these assets.
About Humanigen, Inc.
Formerly known as KaloBios Pharmaceuticals, Inc., Humanigen, Inc.,
(OTCQB: HGEN), -- http://www.humanigen.com/-- is a
biopharmaceutical company focused on advancing medicines for
patients with neglected and rare diseases through innovative,
accelerated business models. Lead compounds in the portfolio are
benznidazole for the potential treatment of Chagas disease in the
U.S., and the proprietary monoclonal antibodies, lenzilumab and
ifabotuzumab. Lenzilumab has potential for treatment of various
rare diseases, including hematologic cancers such as chronic
myelomonocytic leukemia (CMML) and juvenile myelomonocytic leukemia
(JMML). Humanigen is based in Brisbane, California.
KaloBios filed a voluntary petition for bankruptcy protection under
Chapter 11 of Title 11 of the United States Bankruptcy Code (Bankr.
D. Del. Case No. 15-12628) on Dec. 29, 2015. The Company was
represented by Eric D. Schwartz of Morris, Nichols, Arsht &
Tunnell. KaloBios emerged from Chapter 11 bankruptcy six months
later.
HORNE LLP, in Ridgeland, Mississippi, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2016, noting that the Company has recurring losses
from operations that raise substantial doubt about its ability to
continue as a going concern.
The Company reported a net loss of $27.01 million in 2016,
following a net loss of $35.37 million in 2015. As of Sept. 30,
2017, Humanigen had $2.56 million in total assets, $24.14 million
in total liabilities and a total stockholders' deficit of $21.57
million.
HUMANIGEN INC: Warns it May File for Bankruptcy Protection
----------------------------------------------------------
Humanigen, Inc.'s obligations matured on Dec. 1, 2017, under the
Credit and Security Agreement dated Dec. 21, 2016, as amended on
March 21, 2017 and on July 8, 2017 with Black Horse Capital Master
Fund Ltd., as administrative agent and lender, Black Horse Capital
LP, as a lender, Cheval Holdings, Ltd., as a lender and Nomis Bay
LTD, as a lender. As of Dec. 6, 2017, the aggregate amount of the
Company's obligations under the Credit Agreement, including accrued
interest and fees, approximated $16.3 million.
"The Company does not have access to sufficient funds to repay the
outstanding obligations under the Credit Agreement that have
matured. Accordingly, as previously reported, the Company has been
discussing and continues to discuss with its Lenders alternative
transactions that might result in the satisfaction of the Company's
obligations, including the possible conversion of the term loans
into equity of the Company, which might occur at a significant
discount to current market prices and be dilutive to the ownership
interests of existing stockholders. There can be no assurances
that the Lenders will agree to a further extension of the maturity
of the Company's obligations under the term loans, to continue
discussing any such alternative transactions or that the Company
ultimately will be able to reach agreement with such Lenders on the
terms of any alternative transaction. If the Company is unable to
reach agreement with its Lenders, it may be required to file for
bankruptcy," according to a Form 8-K filed with the Securities and
Exchange Commission.
About Humanigen, Inc.
Formerly known as KaloBios Pharmaceuticals, Inc., Humanigen, Inc.,
(OTCQB: HGEN), -- http://www.humanigen.com/-- is a
biopharmaceutical company focused on advancing medicines for
patients with neglected and rare diseases through innovative,
accelerated business models. Lead compounds in the portfolio are
benznidazole for the potential treatment of Chagas disease in the
U.S., and the proprietary monoclonal antibodies, lenzilumab and
ifabotuzumab. Lenzilumab has potential for treatment of various
rare diseases, including hematologic cancers such as chronic
myelomonocytic leukemia (CMML) and juvenile myelomonocytic leukemia
(JMML). Humanigen is based in Brisbane, California.
KaloBios filed a voluntary petition for bankruptcy protection under
Chapter 11 of Title 11 of the United States Bankruptcy Code (Bankr.
D. Del. Case No. 15-12628) on Dec. 29, 2015. The Company was
represented by Eric D. Schwartz of Morris, Nichols, Arsht &
Tunnell. KaloBios emerged from Chapter 11 bankruptcy six months
later.
HORNE LLP, in Ridgeland, Mississippi, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2016, noting that the Company has recurring losses
from operations that raise substantial doubt about its ability to
continue as a going concern.
The Company reported a net loss of $27.01 million in 2016,
following a net loss of $35.37 million in 2015. As of Sept. 30,
2017, Humanigen had $2.56 million in total assets, $24.14 million
in total liabilities and a total stockholders' deficit of $21.57
million.
ICAHN ENTERPRISES: Moody's Rates $750MM Senior Unsecured Notes Ba3
------------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Icahn
Enterprises L.P.'s ("IEP") new $750 million of senior unsecured
notes due 2025. The senior unsecured notes due 2022 will remain at
Ba3 following a $510 million add-on. Net proceeds from the
offerings will be used to repay the outstanding principal amount of
IEP's senior unsecured notes due 2019 and to pay related fees and
expenses. The new issues will be pari passu with all current and
future senior obligations of IEP.
The following ratings were assigned:
6.375% Senior Unsecured Notes due 2025: Ba3
RATINGS RATIONALE
IEP's Ba3 corporate family rating reflects its high, albeit
improving, market value based leverage (MVL), low interest coverage
ratio, and limited dividend capacity at many of its operating
subsidiaries. The company's succession planning is also an
important rating consideration given the dominant leadership its
Chairman, Carl Icahn, exerts over its activist investment
strategies.
This refinancing transaction extends IEP's average debt maturity,
enhancing liquidity and support to an improving credit profile.
IEP's MVL has improved due to better operating performance at key
subsidiaries and significant gains made from recent asset sales. At
September 30, 2017 MVL stood at 48% compared to 56% for the prior
year. However, the company's interest coverage of 2x, though
consistent with its rating profile, is driven by a concentration of
dividends from a few subsidiaries. An alternative source of
liquidity comes from the company's $2.9 billion stake in its
Investment Funds segment which historically has been used to fund
acquisition opportunities as they arise.
Moody's noted that the following criteria could lead to a rating
upgrade: 1) a reduction in net debt or an improvement in the
investment valuations that decrease MVL; 2) a shift in the
investment portfolio towards less concentrated positions of higher
credit quality; 3) more stable cash flow dynamics generated by each
of the subsidiary businesses; and 4) actions taken to address
corporate governance issues relating to succession planning, group
complexity, and transparency.
Conversely, the following criteria could result in a downgrade: 1)
deterioration of valuations or credit strength of the operating
subsidiaries or investment management segment; 2) significant
increase in net debt or decline in liquidity of the holding company
or in the Investment Funds; 3) a key-man issue that threatens IEP's
performance.
IEP is a publicly traded master limited partnership that is 91%
owned by Carl C. Icahn. The company operates the following business
segments: Automotive, Energy, Food Packaging, Gaming, Home Fashion,
Investment, Metals, Mining, Railcar, and Real Estate. At September
30, 2017 IEP had total assets of approximately $33 billion and
earned approximately $17 billion of revenue over the past nine
months.
ILLINOIS STAR: Exclusive Plan Filing Period Extended Through Jan. 2
-------------------------------------------------------------------
Judge Laura K. Grandy of the U.S. Bankruptcy Court for the Southern
District of Illinois has extended the Illinois Star Centre, LLC's
exclusive period for filing a plan to January 2, 2018, and the
exclusive period for obtaining acceptance of the plan to March 2,
2018.
As reported by the Troubled Company Reporter on November 3, 2017,
the Debtor claimed that given the pending negotiations with its
tenants and ongoing litigation with its largest potential creditor,
it would be reasonable to allow an extension of the plan filing
deadline, and plan filing and acceptance exclusive periods.
About Illinois Star Centre
Illinois Star Centre LLC owns the Illinois Star Centre Mall located
at 3000 W. Deyoung Street, Marion. The mall, which is valued at
$5.5 million, offers more than 50 stores and restaurants and serves
the Southern Illinois Community with events that showcase local
talent.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D. Ill. Case No. 17-30691) on May 4, 2017. The
petition was signed by Empire Tax Corp. by Dennis D. Ballinger,
Jr., its managing member.
At the time of the filing, the Debtor disclosed $5.6 million in
assets and zero liability.
The case is assigned to Judge Laura K. Grandy. Carmody MacDonald,
P.C., represents the Debtor as bankruptcy counsel. The Debtor
hired Hoffman Slocomb LLC, as its special counsel.
No official committee of unsecured creditors has been appointed in
the case.
INFINITE HOLDINGS: Taps Wilner Ash as Accountant
------------------------------------------------
Infinite Holdings, Inc., received approval from the U.S. Bankruptcy
Court for the Northern District of California to hire Wilner Ash as
its accountant.
Mr. Ash, a certified public accountant, will assist the Debtor in
the preparation of its financial records and monthly operating
reports. He will also assist the Debtor and its bankruptcy counsel
in the preparation of its Chapter 11 plan of reorganization.
The accountant will be paid according to this fee arrangement:
Preparation of MORs $500 Each
Preparation of Tax Returns $1,700 Each
Preparation of Special/Ad Hoc
Financial Statements/Reports $500 - $2,500 Each
Mr. Ash has no connection with the Debtor or any of its creditors,
according to court filings.
About Infinite Holdings Inc.
Infinite Holdings, Inc. owns condominium units located at 2421
Telegraph Avenue, Oakland, California, valued at $1.34 million.
The Telegraph Retail Condos total 3,370 square feet and are
comprised of three individual commercial condominiums, each unit is
currently occupied. Its gross revenue amounted to $95,612 in 2016
and $78,668 in 2015.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Calif. Case No. 17-42625) on October 18, 2017.
Steven K. Peterson, its president and CEO, signed the petition.
At the time of the filing, the Debtor disclosed $1.35 million in
assets and $1.14 million in liabilities.
Judge Charles Novack presides over the case. The Law Offices of
Selwyn D. Whitehead represents the Debtor as bankruptcy counsel.
INNOVATIVE XCESSORIES: Moody's Affirms B2 CFR; Outlook Stable
-------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Innovative
XCessories & Services LLC ("IXS"), including Corporate Family
Rating at B2, and Probability of Default Rating at B3-PD. In a
related action, Moody's affirmed the B2 rating on the upsized $633
million (from $398 million) senior secured term loan, and B2 rating
on the company's $28 million senior secured revolver split into
U.S. and Canadian tranches. The rating outlook is stable.
Proceeds from the $235 million upsized amount of the term loan and
balance sheet cash will be used to purchase i) Ultimate Linings
("UL", a marketer of protective coatings and related technical
support), ii) Kingsville Plastics ('KPL", a manufacturer of custom
and proprietary injection molding products), fund a $150 million
shareholder distribution to the company's equity sponsors
(affiliates of Olympus Partners), and pay related fees and
expenses.
Moody's affirmed the following ratings:
Issuer: Innovative XCessories & Services LLC:
Corporate Family Rating, at B2;
Probability of Default, at B3-PD;
$633 million (upsized amount) senior secured term loan, at B2
(LGD3);
$18 million senior secured revolver, at B2 (LGD3);
Rating Outlook is Stable.
Issuer: Line-X Canada Ltd.
$10 million senior secured revolver, at B2 (LGD3);
Rating Outlook is Stable.
RATINGS RATIONALE
The affirmation of IXS' B2 CFR incorporates the company's stronger
than anticipated sales growth since the initial rating was assigned
in November 2016, and the incremental profits and savings expected
from the purchase UL. During 2017, higher sales to OEM customers
have demonstrated the consumer acceptance of spray-on bedliners
(about 80% of LTM revenues) along with other accessory products
supporting EBITA margins in the 20% range in 2017 before certain
one-time like charges. Pro forma for the transaction, IXS'
debt/EBITDA (inclusive of the acquisitions, certain anticipated
cost savings, and Moody's standard adjustments) is estimated at
4.7x. This is slightly higher than the estimated pro forma leverage
of 4.4x at the time of the initial rating assignment, yet remains
supportive of the assigned rating. The addition of the UL business
is anticipated to secure i) ownership of intellectual property
related to the process chemicals used in IXS' spray-on pick-up
truck bedliners, creating stronger barriers to market entry; ii) a
long-term manufacturing supply agreement for the proprietary
chemicals; and iii) exposure to other non-automotive markets. KPL,
a smaller transaction, is expected to provide additional products
to IXS' OEM markets.
The ratings continue to reflect IXS's competitive position as a
leading supplier of spray-on pick-up truck bedliners, the relative
steady demand for light trucks, and low fuel prices. These
positives are balanced with company's niche product focus, the
cyclical nature of automotive demand, and the private equity
ownership structure wherein almost half of the company's pro forma
debt has supported shareholder returns over the recent years.
IXS is expected to have good liquidity over the next 12-15 months
supported by anticipated positive free cash flow generation and
availability under its $28 million revolving credit facilities. Pro
forma for the close of the transaction, IXS is expected to have
nominal amounts of cash on hand. Moody's believes IXS should
generate positive free cash flow over the near-term in the
mid-single digits as a percentage of debt. The revolving credit
facility is expected to be unfunded at closing with about $1
million in outstanding letters of credit. The primary financial
covenant under the secured credit facilities is a maximum total
5.75x net leverage ratio (unchanged with the transaction) that
Moody's anticipates will have ample covenant cushion over the
near-term. Alternate liquidity will be limited as the company's
largely domestic assets will secure the term loan and revolving
credit facilities.
The stable rating outlook balances IXS' aggressive shareholder
return policy with expected positive free cash flow generation over
the next 12-15 months.
The opportunity for a higher rating over the intermediate-term is
limited given the company's moderate size and demonstrated capacity
to support shareholder returns. Profitable growth that increases
scale could lead to an upgrade if the company can sustain
debt/EBITDA at around 3.0x or lower and EBITA/interest expense,
inclusive of restructuring charges, above 4x.
Future events that have the potential to drive a lower rating
include weakness in light truck sales, a consumer shift away from
up-fitting options, or declining volume with one of the company's
large customers or platforms, resulting in debt/EBITDA above 4.75x,
or EBITA/interest expense approaching 2.0x. A weakening liquidity
profile could also drive a negative rating action.
The principal methodology used in these ratings was Global
Automotive Supplier Industry published in June 2016.
Innovative XCessories & Services LLC (IXS), is a holding company
subsidiary of IXS Holdings, Inc. (headquartered in Huntsville, AL).
Through its subsidiaries, IXS provides protective coatings for
pick-up truck beds, as well as a wide range of other up-fit
services and accessories to automotive manufacturers. IXS is also
engaged in the sale of Line-X franchises within North America that
are primarily used for the application of spray-on truck bedliners,
and the sale of chemicals and machinery to franchise and licensees
that are used primarily for the application of spray-on truck
bedliners nationally and internationally. Revenues for the LTM
period ending September 30, 2017 approximately $508 million. The
company is owned by affiliates of affiliates of Olympus Partners.
INNOVATIVE XCESSORIES: S&P Affirms 'B' Term Loan Rating Amid Add-on
-------------------------------------------------------------------
S&P Global Ratings affirmed its 'B' corporate credit rating on
Huntsville, Ala.-based auto supplier Innovative XCessories &
Services LLC (IXS). The outlook is stable.
S&P said, "At the same time, we affirmed our 'B' issue-level rating
on the company's term loan due 2022 (including the $235 million
add-on). The '3' recovery rating is unchanged and indicates our
expectation that debtholders would realize meaningful (50%-70%;
rounded estimate: 55%) recovery in the event of a payment default.
"Additionally, we affirmed our 'BB-' issue-level rating on the
company's cash flow revolver due 2021. The '1' recovery rating is
unchanged and indicates our expectation that debtholders would
realize very high (90%-100%; rounded estimate: 95%) recovery in the
event of a payment default.
"The affirmation reflects our revised assessment of the company's
financial risk as highly leveraged, incorporating the proposed term
loan add-on, which will increase debt leverage to between 4.5x and
5x in fiscal 2018, versus our previous expectations of 3x to 3.5x.
Given this more aggressive use of leverage to acquire companies and
pay a dividend, we are now less confident that leverage will stay
below 5x. Offsetting the increased financial risk, we revised our
assessment of the company's comparable ratings modifier to neutral
from negative, as the financial risk is now consistent with rated
peers.
"The stable outlook on IXS reflects our expectation that the
company will sustain its strong EBITDA margins while maintaining or
increasing its market share in a relatively flat North American
pickup truck market over the next year.
"We could lower our rating on IXS if its debt-to-EBITDA were to
significantly exceed 5x. This could be due to a large acquisition
or if EBITDA margins decline below 18% over the next 12 months. The
weaker margins could be caused by weaker-than-expected demand for
the company's products due to a slower economic environment or a
sharp increase in gas prices that erodes the demand for trucks.
This could also occur if IXS were to lose a large OEM customer.
Alternatively, the increased leverage could emerge if the sponsor
chose to increase leverage further, for dividends and/or
acquisitions.
"While unlikely, we could raise our rating on IXS during the next
12 months if the company diversifies its products and geographic
scope while sustaining its above-average EBITDA margins. We would
also expect the company's financial sponsor to maintain leverage of
near 4x or lower."
J. COPELLO INTERNATIONAL: Taps Goodman as Special Counsel
---------------------------------------------------------
J Copello International Corporation received approval from the U.S.
Bankruptcy Court for the Northern District of California to hire
the Law Offices of Martin D. Goodman as its special litigation
counsel.
The firm will assist the Debtor in collecting its outstanding
accounts receivables and will be paid a 25% contingency fee on
funds collected.
The firm and its members and employees have no connection with the
Debtor or any of its creditors, according to court filings.
Goodman can be reached through:
Martin D. Goodman, Esq.
Law Offices of Martin D. Goodman
456 Montgomery St., Suite 1300
San Francisco, CA 94104
Phone: (415) 397-7956
About J. Copello International Corporation
J Copello International Corporation is a corporation that operates
as an electrical contractor from leased premises in South San
Francisco.
Based in Millbrae, California, J Copello filed a Chapter 11
petition (Bankr. N.D. Cal. Case No. 16-31345) on Dec. 16, 2016.
The petition was signed by Jack Copello, president. In its
petition, the Debtor disclosed $744,622 in assets and $2.9 million
in liabilities.
Judge Dennis Montali presides over the case. Finestone Hayes LLP
is the Debtor's bankruptcy counsel. The Debtor hired Littler
Mendelson, PC as special counsel and McGuigan & McGuigan CPAs as
accountant.
JAMES DEZAO: Chung & Chen Buying Montville Property for $1.3M
-------------------------------------------------------------
Judge John K. Sherwood of the U.S. Bankruptcy Court for the
District of New Jersey will convene a hearing on Jan. 2, 2018 at
10:00 a.m. to consider James Conrad DeZao, III's sale of real
property located at 14 Country Brook Drive, Montville, New Jersey
to Sengshiu Chung and Lih-Hua Chen for $1,290,000.
Denise DeZao, the Debtor's ex-wife, and the Debtor purchased the
Property in 1994 and it was used as their former marital residence.
The Property is approximately 7,500 feet situated on approximately
one acre of land, with seven bedrooms, with six full bathrooms and
two half bathrooms. It was built in 1996. In September 2003, the
Debtor transferred his one-half interest in the Property to Ms.
DeZao.
On April 26, 2017, a Final Dual Judgment of Divorce was entered in
the Superior Court of New Jersey, Chancery Division, Family Part,
Morris County, at Docket No. FM-14-438-14. The Debtor was awarded
an equitable interest in the Property in the Matrimonial Action.
The Divorce Judgment provides that in the event of a sale of the
Property, that the proceeds are to be split equally between the
Debtor and Ms. DeZao, but any arrears owed to Ms. DeZao were to be
paid from the Debtor's share.
There are three mortgages against the Property, totaling
approximately $475,000. The First Mortgage is in favor of Bank of
America ("BofA") in the estimated amount of $156,000. The Second
Mortgage is also in favor of BofA in the estimated amount of
$193,000.
The Third Mortgage is in favor of Lincoln Park Savings Bank in the
estimated amount of $123,000. Upon information and belief, there
are tax liens in favor of the Internal Revenue Service and State of
New Jersey regarding tax debts which Ms. DeZao and the Debtor are
jointly and severally liable for.
There is a dispute between Ms. DeZao and the Debtor regarding
whether she is jointly liable for 2013 taxes owing to the IRS in
the amount of approximately $725,000. There was an Order entered
in the Matrimonial Action on Feb. 22, 2017, which held that they
were jointly liable for all tax liabilities. The Divorce Judgment
also references that the Debtor and Ms. DeZao are both jointly
liable, but deferred to the taxing authorities. Ms. DeZao
maintains that she was awarded "Innocent Spouse Relief," but that
fact is in dispute. Therefore, until these issues are resolved,
the Debtor and Ms. DeZao ask that the sale be approved, and after
satisfying the debts listed in Section B, that the balance be held
in escrow.
The IRS has indicated that it would provide the Estate with a
$50,000 carve-out for legal fees incurred in the Chapter 11 case.
Pre-petition, there was a contract pending for the sale of the
Property for $1,300,000 with the Purchasers. There were several
amendments to the Contract. On June 13, 2017, the Purchasers
terminated the Contract. Since the Filing Date, the counsel
engaged in discussions with the Purchasers' counsel in an attempt
to reinstate the Contract.
On July 12, 2017, the Debtor filed an Application to retain Century
21 Wessex Realty as broker, to continue negotiations with the
Purchasers and market the Property.
The Purchasers indicated that they were willing to proceed with the
Contract, but, in addition to bankruptcy-related amendments, also
required the following terms and conditions: (i) closing by Nov.
30, 2017; (ii) all personal property listed on the Contract remains
at the Property; (iii) the house must be in the same condition as
it was in at the time it was inspected in early-2017, up through
walk-through on the closing; and (iv) $15,000 will remain in escrow
until next Summer for the inspection of the air conditioning unit
and pool.
Ms. DeZao did not consent to the sale. Therefore, on Aug. 2, 2017,
the Debtor filed an Adversary Complaint against Ms. DeZao asking to
sell her interests in the Property. On Aug. 22, 2017, the Debtor
entered into a Fifth Amendment to the Contract which outlines the
terms, and addresses bankruptcy-related sale issues. In
mid-September 2017, the Purchasers did a walk-through of the
Property and discovered that certain personal property was sold,
transferred or otherwise disposed of by Ms. DeZao.
On Sept. 29, 2017, Ms. DeZao also executed the Fifth Amendment.
As a result of her cooperation, the Adversary Proceeding was also
resolved around that time, and a Consent Order resolving the
Adversary Proceeding was entered on Nov. 16, 2017. The Consent
Order specifically provides for the balance of the sale proceeds to
be held in escrow pending resolution of the disputed debts and
distributions. The Purchasers insisted on a credit of $50,000 for
the Missing Personalty. As a result, the Contract was once again
terminated.
The Purchasers reinstated negotiations, and after once again
re-inspecting the Property in mid-November 2017, all parties agreed
upon a $1,290,000 purchase price, which provides credits for the
items sold by Ms. DeZao, and is conditioned upon certain
chandeliers and chairs remaining at the Property. Ms. DeZao also
agreed to repair a broken window. The contemplated closing of the
sale is Jan. 15, 2018.
The Debtor and the counsel reviewed the title search obtained by
the Purchasers (against Ms. DeZao only, since she was the only
party that had an ownership interest in the Property at the time
the Contract was negotiated) that reveal there are certain liens
against the Property.
The Debtor asks that that the following debts be satisfied at
closing, with the balance of the sale proceeds being held in escrow
by his counsel: (i) Broker (5%), plus $100 listing fee - $64,600;
(ii) First Mortgage (BofA) - $156,000 (estimated); (iii) Second
Mortgage (BofA) - $193,000 (estimated); (iv) Third Mortgage
(Lincoln Savings Bank)- $125,000 (estimated); (v) Property Tax
Lien(s) - $50,000 (estimated); (vi) Escrow for Pool and Air
Conditioning - $15,000; (vii) Closing Costs, including Realty
Transfer Fee - $15,000 (estimated).
The remaining balance of approximately $671,000 will be held in
escrow pending further Order of the Court regarding the Order and
priority of the liens, including whether the liens are joint
liabilities of Ms. DeZao and the Debtor, or solely the
responsibility of one or the other of them. The Debtor proposes to
sell the Property free and clear of liens.
Based upon the Broker's professional opinion, he opined that the
sale price of $1,290,000 is fair and represents the true value of
the Property. He will continue to market and show the Property up
through the hearing date on the Motion, and solicit higher and
better offers for presentment to the Debtor's counsel.
Accordingly, the Debtor asks the Court to approve the relief
sought.
Finally, the Debtor asks the Court to waive the stay requirements
under Rule 6004(h) in connection with the sale of the estate's
interest in the Property.
A copy of the Contract with amendments attached to the Motion is
available for free at:
http://bankrupt.com/misc/James_DeZao_55_Sales.pdf
The Purchasers are represented by:
Jason Rittle, Esq.
EINHORN, HARRIS, ASCHER,
BARBARITO & FROST, P.C.
165 East Main St.
Denville, NJ 07834
The Broker:
CENTURY 21 WESSEX REALTY
Jason failla
435 Hollywood Ave.
Fairfield, NJ 07004-2438
Telephone: (973) 227-7000
Facsimile: (973) 575-6139
E-mail: jason.failla@century21.com
Counsel for Debtor:
Anthony Sodono, III, Esq.
Michele M. Dudas, Esq.
TRENK, DIPASQUALE,
DELLA FERA & SODONO, P.C
347 Mount Pleasant Avenue, Suite 300
West Orange, NJ 07052
Telephone: (973) 243-8600
E-mail: asodono@trenklawfirm.com
mdudas@trenklawfirm.com
James Conrad DeZao, III sought Chapter 11 protection (Bankr. D.N.J.
Case No. 17-22382) on June 16, 2017. The Debtor tapped Michele M.
Dudas, Esq., at Trenck, Dipasquale, Della Ferra & Sodono, as
counsel. On July 24, 2017, the Court appointed Century 21 Wessex
Realty as the Debtor's broker.
JARRETT HOUSE: Seeks to Hire NC Mountain as Realtor
---------------------------------------------------
The Jarrett House, Inc., seeks approval from the U.S. Bankruptcy
Court for the Western District of North Carolina to hire a
realtor.
The Debtor proposes to employ NC Mountain Real Estate, LLC, in
connection with the sale of its real estate located at 518 Haywood
Road, in Dillsboro, North Carolina.
The firm will receive a commission of 8% of the gross sales price
of the property, which will be sold for $1.585 million.
Ina Sams, a real estate agent employed with NC Mountain, disclosed
in a court filing that the firm has no connection with the Debtor
or its bankruptcy estate.
NC Mountain can be reached through:
Ina Sams
NC Mountain Real Estate, LLC
23 Hensley Circle
Sylva, NC 28779
Phone: (828) 477-4344 / (828) 269-1904
Fax: (828) 477-4345
Email: ina@ncmountainrealestate.net
About The Jarrett House Inc.
The Jarrett House, Inc. is a privately-held company engaged in the
real estate business. It is the fee simple owner of a hotel and
rental house located at 518 Haywood Road, Sylva, North Carolina,
valued at $1.89 million.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. W.D.N.C. Case No. 17-20099) on October 23, 2017.
Constantine Roumel, president, signed the petition.
At the time of the filing, the Debtor disclosed $2.79 million in
assets and $2.45 million in liabilities.
Judge George R. Hodges presides over the case. Pitts, Hay &
Hugenschmidt, P.A. is the Debtor's bankruptcy counsel.
KANSAS CITY INTERNAL: Statland Bid to Open Dec. 8 Auction of Assets
-------------------------------------------------------------------
Judge Dale L. Somers of the U.S. Bankruptcy Court for the District
of Kansas authorized the bidding procedures of Kansas City Internal
Medicine, P.A. and its Sale Agreement with Statland Medical Group,
Inc., in connection with the sale of assets located in a medical
building next to Menorah Medical Center in Overland Park, Kansas,
and more specifically 12140 Nall Avenue, Ste 100 and 300, Overland
Park, Kansas, for $139,036, subject to higher and better bids.
There are no brokers involved in consummating the Sale Agreement
and no brokers' commissions are due.
The Debtor may proceed to sell the Property, which for avoidance of
doubt includes the name and service mark "Kansas City Internal
Medicine," free and clear of all Liens in accordance with and
subject to the Bidding Procedures.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: Dec. 4, 2017, at 5:00 p.m. (PCT)
b. Deposit: 10% of the Competing Offer
c. Competing Offer: Not less than an amount equal to the sum
of the Purchase Price and Minimum Overbid
d. Auction: If the Debtor receives one or more Qualified
Offers, the Debtor will conduct an auction of the Property at the
Court on Dec. 8, 2017 at 9:00 a.m. (PCT), at which the Property
will be offered for sale in a single lot.
e. Minimum Overbid: $10,000
A copy of the APA and the Bidding Procedures attached to the Motion
is available for free at:
http://bankrupt.com/misc/Kansas_City_Internal_11_Sales.pdf
In the event the Debtor does not receive a Qualified Offer, the day
after the Bid Deadline, the Debtor will file with the Court, and
serve upon the Notice Parties the Notice of Auction Cancellation
and Sale of Property that the Auction has been cancelled and the
Property will be sold to Statland for the Purchase Price.
In the event the Debtor does receive one or more Qualified Offers,
the Debtor will proceed with the Auction and, at the conclusion of
the Auction, will file with the Court and serve upon the Notice
Parties the Notice of Auction Results setting forth the Winning Bid
and the Winning Bidder.
Any party wishing to object to the final sale of the Property will
file within seven days of the filing of a Notice of Auction
Cancellation and Sale of Property or Notice of Auction Results, as
applicable. If no objections have been filed by the Objection
Deadline, the Court will enter an order confirming the sale. If an
objection is filed on or before the Objection Deadline, the Court
will schedule a hearing within 21 days to consider such objection
and confirmation of the sale.
The Order will become effective immediately upon its entry.
About Kansas City Internal Medicine
Kansas City Internal Medicine, P.A. -- https://www.kcim.com/ -- a
division of Signature Medical Group, is a private internal medicine
physician practice with more than 170 employees serving over
135,000 patient visits per year. KCIM specializes in internal
medicine, endocrinology, rheumatology, podiatry, integrative
medicine, personalized healthcare, clinical psychology, and
chiropractic. It also offers additional services including full
service laboratory, ultrasound, bone density, intravenous infusion
treatments, weight health and wellness, and diabetic shoe
consultations.
The company's gross revenue amounted to $3.86 million in 2016 and
$26.69 million in 2015. KCIM has locations in Kansas City and
Lee's Summit, Missouri and in Overland Park in Kansas.
Kansas City Internal Medicine, P.A., sought Chapter 11 protection
(Bankr. D. Kan. Case No. 17-22168) on Nov. 8, 2017. David Wilt,
MD, president, signed the petition. The Debtor disclosed total
assets at $567,000 and total liabilities at $1,477,611. Judge Dale
L. Somers presides over the case. The Debtor disclosed Colin N.
Gotham, Esq., at Evans & Mullinix, P.A., as counsel.
KENDALL LAKE: Taps Sun City as New Condominium Manager
------------------------------------------------------
Kendall Lake Towers Condominium Association, Inc., seeks approval
from the U.S. Bankruptcy Court for the Southern District of Florida
to hire a new management company.
The Debtor proposes to employ Sun City Condo Solutions Inc. to
manage its condominium and pay the firm $2,540 or $10 per unit.
The firm will replace the Debtor's previous manager All In One
Property Management LLC.
Jorge Carmenate, president of Sun City Condo, disclosed in a court
filing that he and his firm do not represent any interest adverse
to the Debtor or its estate.
The firm can be reached through:
Jorge Carmenate
Sun City Condo Solutions Inc.
1301 NW 89 Court, Suite 207
Miami, FL 33172
Phone: (305) 406-1325
About Kendall Lake Towers
Kendall Lake Towers Condominium Association, Inc., sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.
Fla., Case No. 16-12114) on Feb. 16, 2016. The petition was signed
by Frank Landrian, Manager. The Debtor is represented by Joel M.
Aresty, Esq., at Joel M. Aresty, PA. At the time of the filing,
the Debtor estimated its assets and debts at $500,001 to $1
million.
Guy Gebhardt, acting U.S. trustee for Region 21, on May 3, 2016,
appointed an official committee of unsecured creditors.
KITTUSAMY LLP: Unsecureds to Recover 12% Under Plan
---------------------------------------------------
Kittusamy, LLP, filed with the U.S. Bankruptcy Court for the
District of Nevada a disclosure statement dated Nov. 15, 2017, to
accompany the Debtor's fifth amended Chapter 11 plan of
reorganization.
Class 5 - General Unsecured Claims are impaired by the Plan. The
holders of Allowed Class 5 General Unsecured Claims will be paid
their pro rata share of the Reorganized Debtor's available cash
flow over a projected period of five years in quarterly payments
starting on the last business day of the first quarter that starts
90 days after the Effect Date. The total amount of payments will
not be less than $1 million. The Debtor projects that the
cumulative Available Cash Flow during the five-year period to be
approximately $1.50 million, which the Debtor estimates will be
sufficient to pay approximately 12% of all estimated Allowed Class
5 General Unsecured Claims. However, depending upon the
Reorganized Debtor's financial performance and outcome of the claim
allowance process, the percentage payout to Allowed Class 5 General
Unsecured Claims could be substantially less than 12%.
Claim amounts listed in proofs of claim are deemed allowed by
operation of Section 502(a) of the Bankruptcy Code unless and until
a party in interest files a formal written objection to the claim
with the Court. The Debtor anticipates that each of the claims
marked as disputed will be disputed by the Debtor in a forthcoming
claim objection or other similar proceeding to be filed in the
Debtor's Chapter 11 case. In some cases, the Court has already
sustained the Debtor's objections to the claims. In other cases,
the Debtor has reached voluntary agreements to reduce the claims.
Certain claims that are not marked as disputed may yet be disputed
by the Debtor as it continues to investigate the basis of those
claims. There is no guaranty that the Court will sustain any
further objection or otherwise reduce the disputed claims to the
estimated allowed claim amounts.
If the Debtor's various intended claim objections are not sustained
by the Court, then the total amount of allowed claims in Class 5
may be substantially larger than the Debtor's estimate of
$12,611,589, and the projected distributions to the holders of
Allowed Class 5 Claims could be substantially to less than the
Debtor's estimate of approximately 12%. If all Class 5
Claims are allowed in the full amounts, the percentage payout on
the claims would be reduced to approximately 7% and could be
subject to further reduction depending upon the Reorganized
Debtor's financial Performance.
Finally, even if the Debtor objects to a claim, the holders of the
claim may have other remedies, including but not limited to seeking
to temporarily allow its claim for voting purposes pursuant to
Bankruptcy Rule 3018(a), which could impact the voting outcome for
this class.
Notwithstanding the potential remedies, the Debtor reserves any and
all rights and remedies, without limitation, to contest any claims
or actions taken by any asserted creditors or Proofs of Claim. The
Debtor has not yet completed its analysis of all Class 5 General
Unsecured Claims.
Up until the Claim Objection Bar Date, the Debtor may assert an
objection to any Class 5 General Unsecured Claim regardless of
whether the claim is identified as disputed.
The funds necessary to ensure the Debtor's continuing performance
under the Plan after the Effective Date will be obtained from: (i)
cash on hand, including the proceeds from the sale of the Painted
Feather Lot; (ii) collection of accounts receivable; (iii) cash
generated from post-Effective Date operations of the Reorganized
Debtor; (iv) any reserves established by the Debtor; and (v) any
other contributions or financing (if any) that the Reorganized
Debtor may obtain on or after the Effective Date.
Copies of the Amended Disclosure Statement and the Amended Plan are
available at:
http://bankrupt.com/misc/nvb15-13868-1045.pdf
http://bankrupt.com/misc/nvb15-13868-1046.pdf
As reported by the Troubled Company Reporter on Nov. 11, 2015, the
Debtor filed before the Court a proposed plan that promised to pay
off creditors in full over time. Among other things, that plan
proposed that holders of general unsecured claims (Class 7) be paid
the full principal amount of the claims without interest over a
projected period of five years in quarterly payments starting on
the last Business Day of the first quarter that was to start 90
days after the Effective Date.
About Kittusamy, LLP
Kittusamy, LLP, doing business as Las Vegas Medical Centers, was
subject to an involuntary Chapter 11 bankruptcy petition (Bankr. D.
Nev. Case No. 15-13868) which was filed on July 2, 2015, by
creditors owed $6.93 million on business loans and an equipment
lease.
The creditors that signed the petition are Moonshell, Venus Group,
Seven Hills Equipment LLC and Xspectra Inc. Moonshell and Venus
are represented by Samuel A. Schwartz, Esq., at Schwartz Flansburg
PLLC. Xspectra and Seven Hills are represented by Matthew C.
Zirzow, Esq., at Larson & Zirzon, LLC.
Kittusamy denied the allegations claiming that it is generally not
paying its debts as they become due, but, nonetheless, consented to
the entry of an order for relief under Chapter 11 upon which
Kittusamy became a Chapter 11 debtor in possession. The Debtor is
headed by Prem K. Kittusamy, M.D., the managing partner and
president.
Kittusamy is represented by Bart K. Larsen, Esq., and Jason M.
Bacigalupi, Esq., at Kolesar & Leatham, in Las Vegas.
The Debtor disclosed $11.8 million in assets and $16.0 million in
debt in its schedules.
L & E RANCH: Seeks Court Okay to Hire ASI as Financial Advisor
--------------------------------------------------------------
L & E Ranch LLC seeks approval from the U.S. Bankruptcy Court for
the District of Hawaii to hire ASI Advisors, LLC as its financial
advisor.
The firm will provide general restructuring advice; assist the
Debtor in reviewing its business plan and related financial
projections; analyze its financial liquidity; negotiate with
creditors; assist in the preparation of a restructuring plan or
merger plan; and provide other services related to its Chapter 11
case.
ASI's hourly rates range from $150 to $250 per hour. It received a
$5,000 retainer for its advisory services and another $1,000
retainer for work-related expenses. The firm will receive
additional fees, including a restructuring fee of $15,000 if it
completes a restructuring transaction.
Donald Stukes, a partner at ASI, disclosed in a court filing that
he and other members of his firm are "disinterested" as defined in
section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Donald A. Stukes
ASI Advisors, LLC
Westchester Financial Center
50 Main Street, Suite 1000
White Plains, NY 10606
Tel: (914) 234-6133
Fax: (914) 234-0837
Email: dstukes@asi-advisors.com
About L & E Ranch LLC
L & E Ranch LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Hawaii Case No. 17-01184) on November
10, 2017. Judge Robert J. Faris presides over the case. Kessner
Umebayashi Bain & Matsunaga is the Debtor's legal counsel.
LAFFITE'S HARBOR: Taps Fisher & Associates as Legal Counsel
-----------------------------------------------------------
Laffite's Harbor Development I LP seeks approval from the U.S.
Bankruptcy Court for the Southern District of Texas to hire Fisher
& Associates as its legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; negotiate with creditors; review claims of
creditors; assist in the preparation of a plan of reorganization;
and provide other legal services related to its Chapter 11 case.
The firm's hourly rates are:
Partners $395
Senior Associates $240
Junior Partners $240
Associates $160 - $195
Law Clerks $75 - $120
Paralegals $50 - $80
Fisher 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:
Bennett G. Fisher, Esq.
Fisher & Associates
55 Waugh Drive, Suite 603
Houston, TX 77007
Tel: 713-223-8400
Fax: 713-609-7766
Email: bgf@fisherlaw.net
About Laffite's Harbor Development I LP
Laffite's Harbor Development I, LP and its affiliate Laffite's
Harbor Development II, LP sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Texas Case Nos. 17-36191 and 17-36194)
on November 7, 2017. Todd Edwards, manager, signed the petitions.
At the time of the filing, LHD I disclosed that it had estimated
assets of $1 million to $10 million and liabilities of $10 million
to $50 million. LHD II had estimated assets and liabilities of $10
million to $50 million.
Judge Karen K. Brown presides over the cases.
LAST FRONTIER: Disclosures Inaccurate, Budtime Forest Says
----------------------------------------------------------
Budtime Forest Grove Homes, LLC, filed with the U.S. Bankruptcy
Court for the Northern District of Texas an objection to the final
approval of Last Frontier Realty Corporation's amended disclosure
statement and confirmation of the amended plan of reorganization.
Budtime Forest claims that:
a. the Disclosure Statement contains inaccurate and
misleading information regarding the Debtor's ability to
fund the Plan; and
b. the Plan is patently unconfirmable.
The Debtor owns two assets: a property located at 3117 Saturn in
Garland, Texas, and a property located at 12205 Ravenview in
Dallas, Texas. Those properties are subject to approximately
$400,000 in secured claims, roughly $350,000 of which is Budtime
Forest's claim against the Saturn Property and $50,000 of which is
the claim of Propel Financial Services against the Ravenview
Property.
After dismissing the Debtor's first bankruptcy case for cause, the
Court lifted the stay in this refiled case as of Dec. 4, 2017, to
permit Budtime Forest to foreclose on the Saturn Property on Dec.
5, 2017. The Court based its decision to allow the Debtor until
December to pay Budtime Forest's claim, in part, on the Debtor's
testimony that there is approximately $1 million in equity in the
Saturn and Ravenview Properties, and permitted the Debtor until
December 4, 2017 to repay Budtime Forest's claim in full, including
postpetition interest and fees.
Budtime Forest complains that despite having had more than a year
to refinance or sell one or both of its properties to repay Budtime
Forest, the best the Debtor has come up with is a $325,000
contingent, non-binding offer letter for a loan, to be secured by
liens on both the Saturn and Ravenview Properties, that might close
at some undetermined time in the future. The Debtor's proposed
financing is insufficient to even pay the liens on the Saturn and
Ravenview Properties. Even worse, the Debtor has solicited its
facially unconfirmable Plan with a materially misleading Disclosure
Statement that misrepresents the nature and amount of the exit
financing available to fund the Plan. Specifically, the Disclosure
Statement mispresents to creditors that the Debtor has obtained
loan commitment of up to $350,000, neither of which is true. In
reality, the Debtor has nothing more than a non-binding offer,
subject to additional conditions, for a loan not to exceed
$325,000.
Between its previously-dismissed bankruptcy case and the present
case, the Debtor has been in bankruptcy for nearly 10 months, far
longer than the amount of time afforded to most small business
debtors. In that time, the Debtor has failed to come forth with a
viable plan to repay its creditors. The Debtor's current Plan is
its third attempt at confirmation.
According to Budtime Forest, the Debtor has still not proposed a
viable means of paying its claim in full.
Budtime Forest says that the Plan does not comply with the Court's
order lifting the stay and proceeding to confirmation is futile.
After a dismissal for cause, lifting of the automatic stay, and
three failed attempts at confirmation, the Debtor's time in
bankruptcy should come to an end. The Court should refuse to
approve the Disclosure Statement, deny confirmation of the Plan,
and permit Budtime Forest to proceed with foreclosure in December
in accordance with the Court's Aug. 10, 2017 order lifting the
stay.
A copy of the Objection is available at:
http://bankrupt.com/misc/txnb17-32681-71.pdf
As reported by the Troubled Company Reporter on Nov. 6, 2017, the
Debtor filed with the Court an amended disclosure statement
explaining its plan of reorganization dated Oct. 24, 2017. The
amended plan provides that the Debtor is required to pay the Class
3 Allowed Secured Claim of Budtime Forest Grove Homes LLC on or
before Dec. 4, 2017, or Budtime is allowed to foreclosure on the
Saturn, Texas Property.
Budtime Forest is represented by:
Patrick J. Neligan, Jr., Esq.
John D. Gaither, Esq.
NELIGAN LLP
325 N. St. Paul, Suite 3600
Dallas, Texas 75201
Tel: (214) 840-5300
E-mail: pneliganchneliganlaw.com
jgaitherchneliganlaw.com
About Last Frontier Realty Corp.
Last Frontier Realty Corp. is a Texas corporation which owns two
pieces of real property.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Texas Case No. 17-32681) on July 10, 2017. At
the time of the filing, the Debtor disclosed that it had estimated
assets and liabilities of less than $1 million.
Judge Stacey G. Jernigan presides over the case. Eric A. Liepins,
P.C., is the debtor's bankruptcy counsel.
The Debtor previously filed a Chapter 11 petition (Bankr. N.D.
Texas Case No. 17-30454) on Feb. 6, 2017. This case was dismissed
on July 3, 2017.
LAURA ELSHEIMER: Taps Stephan Real Estate as Real Estate Broker
---------------------------------------------------------------
Laura Elsheimer LLC seeks approval from the U.S. Bankruptcy Court
for the District of Massachusetts to hire Stephan Real Estate as
its real estate broker.
The firm will assist the Debtor in the sale of its property located
at 20-24 Main Street, Hudson, Massachusetts. The listing price is
$800,000 to $1 million.
The Debtor proposes to pay a commission of 5% of the gross sales
price to Stephan and any other firm that may jointly participate in
the actual sale as co-agent.
Karen Shaylor, a realtor employed with Stephan, disclosed in a
court filing that she and other real estate agents at the firm are
"disinterested" as defined in section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
Karen Shaylor
Stephan Real Estate
400 Boston Post Road
Sudbury, MA 01776
Phone: (978) 857-8350
About Laura Elsheimer LLC
Headquartered in Hudson, Massachusetts, Laura Elsheimer LLC filed
for Chapter 11 bankruptcy protection (Bankr. D. Mass. Case No.
17-41842) on Oct. 11, 2017, estimating its assets and liabilities
at between $500,001 and $1 million. Michael Van Dam, Esq., at Van
Dam Law LLP, serves as the Debtor's bankruptcy counsel.
LEXINGTON HOSPITALITY: Court Conditionally OKs Disclosures
----------------------------------------------------------
The Hon. Gregory R. Schaaf of the U.S. Bankruptcy Court for the
Eastern District of Kentucky has conditionally approved Lexington
Hospitality Group, LLC's disclosure statement referring to the
Debtor's plan of reorganization.
The Court has scheduled for Dec. 21, 2017, at 10:15 a.m. (EST), the
hearing to consider confirmation of the Debtor's Plan and to
consider the final approval of the Disclosure Statement.
Dec. 18, 2017, is fixed as the last day for filing and serving
written acceptances or rejections of the Plan via ballot, and for
written objections to (a) final approval of the adequacy of the
Disclosure Statement; and (b) confirmation of the Plan.
The Debtor filed with the Court the Disclosure Statement on Nov.
19, 2017, which states that each holder of Class 16 Allowed General
Unsecured Claims will receive a distribution equal to two percent
annually of its claim. The Reorganized Debtor shall deposit in a
separate escrow account the monthly sum from the Net Cash Flow
beginning with the first full month after the Effective Date for
the purpose of paying Class 16 Claims. Distributions to holders of
Class 16 Claims will be made semi-annually starting on June 15,
2018, and continuing for five years at which time a final balloon
payment shall pay the Class 16 Claims in full.
Pursuant to the Debtor's financial projections, the Class 16 Claims
will be paid to the greatest extent possible over time without
interest, and based on the Debtor's projections, holders of Class
16 Claims will receive 100% on account of their claim, without any
interest, by the end of the plan term. The Class 16 Claims are
impaired.
The Reorganized Debtor will fund the plan payments to creditors in
the ordinary course and according to the plan treatment terms from
post-Confirmation net profits, from the new-value contribution of
member(s) as well as from the potential post-confirmation facility.
Under the Plan, confirmation of the Plan will be deemed approval
of a future Facility in accordance with the written facility
statement as it exists at the time of Confirmation, to be attached
to the confirmation court order, or as may be amended at a later
date, subject to ongoing court oversight only in the event the
facility terms change after Confirmation to yield a lesser amount
of capital than currently expressed at the time of Confirmation.
As of the Effective Date, and as long as the Reorganized Debtor
continues operation, the Reorganized Debtor will have the right to
collect and use all of its revenues for operations, provided
however, that a portion of the remaining net cash flow each month
will be segregated and held solely for funding plan payments.
A copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/kyeb17-51568-215.pdf
About Lexington Hospitality
Headquartered in Aurora, Illinois, Lexington Hospitality Group LLC
-- http://www.clarionhotellexingtonky.com/-- owns the Clarion
Hotel Conference Center South, a hotel located at 5532 Athens
Boonesboro Road Lexington, Kentucky, known as Clarion Hotel
Conference Center South. The Hotel, located in the heart of the
bluegrass and 'Horse Capital of the World,' has 149 well-appointed
guest rooms, an indoor heated pool and hot tub, a seasonal outdoor
pool, a fitness center and an on-site restaurant and bar.
Lexington Hospitality filed for Chapter 11 bankruptcy protection
(Bankr. E.D. Ky. Case No. 17-51568) on Aug. 3, 2017, estimating its
assets and liabilities at between $1 million and $10 million each.
The petition was signed by Kenneth Moore/Janee Hotel Corporation,
manager.
Judge Gregory R. Schaaf presides over the case.
Laura Day DelCotto, Esq., Jamie L. Harris, Esq., and Sara A.
Johnston, Esq., at Delcotto Law Group PLLC, serve as the Debtor's
bankruptcy counsel.
LIFSCHULTZ ESTATE: LSF9 Buying Larchmont Propty for $12M Credit Bid
-------------------------------------------------------------------
Lifschultz Estate Management, LLC, asks the U.S. Bankruptcy Court
for the Southern District of New York to authorize bidding
procedures to govern its sale of real property and improvements
thereon located at 220 Hommocks Road, Larchmont, New York to LSF9
Master Participation Trust for no less than $11,803,082 in the form
of a credit bid, plus assumption/payment of all outstanding real
estate taxes and $10,000 for the Debtor's counsel fees, subject to
overbid.
A hearing on the Motion is set for Dec. 22, 2017 at 10:00 a.m.
The Debtor's Plan provided it an exclusive period of time (5 months
from the Plan effective date) to sell or refinance the Property by
Oct. 19, 2017. In the event that it failed to effectuate such
refinance or sale, the Debtor would be required to enter into a
"stalking horse" contract of sale with the first mortgagee, LSF9,
and thereafter conduct an auction sale for the Property, with LSF9
being entitled to credit bid its entire secured claim pursuant to
the Plan and Section 363(k) of the Bankruptcy Code.
The Debtor was unable to sell or refinance the Property by the 150
post-effective date deadline, and it therefore was required to
enter into a stalking horse contract with the Purchaser. As of
Nov. 19, 2017, the Purchaser was owed the approximate amount of
$11,803,082. The only other creditors of the Debtor are (i) the
Town of Mamaroneck, who has an allowed secured claim for unpaid
real estate taxes in the current amount of approximately $150,000;
and (ii) Larry Lifschultz who holds a disputed second priority
mortgage in the approximate amount of $1 million.
The Debtor currently owns the Property, a 3.5- to 4-acre parcel of
improved residential real property. The Property was the former
estate property of Sidney Lifschultz, the father of David and Larry
Lifschultz. It consists of two houses, extensive grounds and has
three separate water sides, including directly on Long Island
Sound.
Despite its attractive location, the Property suffers from historic
sea/water erosion exacerbated by Super Storm Sandy and other
Northeasters that have hit Long Island Sound over the past few
years. The main residence requires significant renovation if not a
complete tear down. The other house is also old and in need of
significant rehabilitation.
The Property has been extensively marketed over the past several
years in various fashions and by several different real estate
professionals. The Debtor recently brought Auction Advisors to
come evaluate the Property in connection with potentially hiring
them for the auction sale contemplated. The Auction Advisors
concluded that the Property would probably not realize anywhere
near the amount currently owed to the Purchaser even if additional
marketing efforts were employed. Notwithstanding, the Court
directed that any post-confirmation sale of the Property be subject
to bid procedures to be approved by the Court.
After arms-length negotiations, the Debtor and the Purchaser agreed
upon the terms of the Purchase and Sale Agreement. An executed
copy will be filed with the Court prior to the return date of the
Motion.
The material terms of the PSA are:
a. Seller: Important Properties, LLC
b. Purchaser: LSF9 Participation Trust
c. Purchase Price: No less than $11,803,082 in the form of a
credit bid, plus assumption/payment of all outstanding real estate
taxes and $10,000 for the Debtor's counsel fees
d. Deposit: $10,000
e. Property: All of the Seller's right, title and interest in
and to the Property, free and clear of all liens, claims,
encumbrances and interests of any kind (including, without
limitation, those of all federal, State and local taxing
authorities).
f. Representations and Warranties, Covenants: Strictly limited
to Court approval. Other than ownership of title, no other
representations or warranties of any kind. The Property is being
sold "as is, where is," subject to all wear and tear and property
and/or environmental conditions.
g. Closing Date: The closing will take place on the earlier to
occur of, 10 business days following receipt by the Purchaser's
counsel, a final and non-appealable sale approval order.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: Jan. 16, 2018 at 5:00 p.m.
b. Competing Bid: $10,000 greater than the Purchase Price
c. Deposit: 10% of the Competing Bid.
d. Auction: The Auction will be held at 10:00 a.m. (ET) on
Jan. 19, 2017 at 11:00 a.m. at the offices of at the offices of
Debtor’s counsel, DelBello, Donnellan Weingarten Wise &
Wiederkehr, LLP, One North Lexington Avenue, 11th Floor, White
Plains, New York 10601, or such other location as will be agreed by
the Debtor and the Purchaser and timely communicated to all
entities entitled to attend the Auction.
e. Bid Increments: $10,000
f. At the conclusion of the Auction, the Debtor will submit
the Successful Bid to the Court at the Sale Hearing, for entry of a
Sale Approval Order
g. If no Qualified Competing Bids are received, the Debtor and
the Purchaser intend to seek immediate Court approval of the PSA
without conducting an Auction.
h. Closing: The Closing will take place at the office of
DelBello Donnellan Weingarten Wise & Wiederkehr, LLP
One North Lexington Avenue White Plains, New York on Jan. 31,
2018.
The estimated claims of the Debtor's estate are:
a. Administrative expenses incurred in connection with the
sale of approximately $10,000 (anticipated through closing);
b. Allowed Secured Claim of Town of Mamaroneck for unpaid real
estate taxes in the approximate amount of $150,000;
c. Secured claim of Purchaser in the allowed amount of
approximately $11,800,000; and
d. Disputed second mortgage claim of Larry Lifschultz in the
approximate amount of $1,000,000.
The APA provides for the satisfaction of these allowed claims. The
Debtor can sell the Property free and clear of Larry Lifschultz's
secured claim in accordance with Section 363(f)(4) of the
Bankruptcy Code as his claim is in bona fide dispute.
The Debtor asks authority to conduct the Auction free and clear of
all liens with the liens to attach to the proceeds of sale.
A copy of the PSA and the Bidding Procedures attached to the Motion
is available for free at:
http://bankrupt.com/misc/Lifschultz_Estate_67_Sales.pdf
The Buyer:
LSF9 MASTER PARTICIPATION TRUST
c/o Hogan Lovells, 875 Third Ave.
New York, NY 10022
About Lifschultz Estate
Lifschultz Estate Management LLC is a member managed limited
liability company organized under New York law. The two members of
Lifschultz are Bruce Abbott and his uncle, David Lifschultz.
Lifschultz is the deed holder of a four acre parcel of real
property located at 220 Hommocks Road, Larchmont, New York 10538.
Lifschultz sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D. N.Y. Case No. 16-23144) on Aug. 23, 2016. Bruce
S. Abbott, managing member, signed the petition.
The case is assigned to Judge Robert D. Drain.
At the time of the filing, the Debtor estimated its assets and
liabilities at $10 million to $50 million.
Jonathan S. Pasternak, Esq., at Delbello Donnellan Weingarten Wise
& Wiederkehr, LLP, serves as the Debtor's bankruptcy counsel.
On June 5, 2017, the Court confirmed the Debtor's Second Amended
Liquidating Plan.
LOCATIONS IX: Taps Menna Law Firm as Legal Counsel
--------------------------------------------------
Locations IX, Inc., seeks approval from the U.S. Bankruptcy Court
for the District of New Jersey to hire The Menna Law Firm as its
legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code and will provide other legal services related to
its Chapter 11 case.
Pasquale Menna, Esq., the attorney who will be handling the case,
will charge an hourly fee of $250.
Mr. Menna disclosed in a court filing that he and his firm are
"disinterested" as defined in section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
Pasquale Menna, Esq.
The Menna Law Firm
151 Bodman Place, Suite 300
Red Bank, NJ 07701
Phone: (732) 383-8445
Email: pmenna@mennalaw.com
About Locations IX Inc.
Locations IX, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D.N.J. Case No. 17-32370) on November 3,
2017. Judge Michael B. Kaplan presides over the case.
At the time of the filing, the Debtor disclosed that it had
estimated assets of less than $1 million and liabilities of less
than $500,000.
LOMBARD PUBLIC: Eligible for Chapter 11 Bankruptcy Relief, Ct. Says
-------------------------------------------------------------------
Judge Jacqueline P. Cox of the U.S. Bankruptcy Court for the
District of Illinois denied the motions to dismiss Debtor Lombard
Public Facilities Corporation's bankruptcy case separately filed by
Lord Abbett Municipal Income Fund, Inc. - Lord Abbett High Yield
Municipal Bond Fund and U.S. Trustee Patrick Layng. The court found
that the Village of Lombard is not actively engaged in running or
managing the Debtor's business operations.
Lord Abbett and the U.S. Trustee sought dismissal of the bankruptcy
case on the basis that the Debtor is ineligible to be a debtor
under chapter 11 of title 11 of the United States Code because it
is a governmental unit. Mid- America Hotel Partners, L.L.C. and
Subordinated Securities, L.L.C. joined the Motions to Dismiss.
The Village of Lombard is an Illinois municipality pursuant to the
1970 Illinois Constitution. In 2003 the Village passed Ordinance
No. 5351, which provided for the Village's incorporation of the
Lombard Public Facilities Corporation as an Illinois not-for-profit
corporation. The Ordinance also approved LPFC's Articles of
Incorporation, By-Laws and its initial slate of directors. The
Village formed the LPFC "for the sole purpose of acting on behalf
of the Village in financing, securing a location and constructing a
convention hall and hotel facility within the Village." The Village
had to incorporate the Debtor because the Village was not
authorized to borrow as much money as it needed to complete the
Project.
The Appellate Court ruled that the Village would not be allowed to
avoid the Debtor's existence as a separate entity to avoid a sales
tax burden. This court finds that Lord Abbett, Mid-America Hotel
Partners, L.L.C., Subordinated Securities, L.L.C. and the U.S.
Trustee have not shown that the Debtor is not a separate entity for
purposes of eligibility to be a debtor under chapter 1 1 of the
Bankruptcy Code. The Debtor was incorporated as a separate entity
whose operations are separate from the Village's. The Village may
one day become the owner of the Project if the bonds get paid. The
court agrees with the Appellate Court, however, that a "future
benefit is merely a future expectancy," not an indication of
ownership necessary to find that the Debtor is a unit of
government.
This court agrees with the Appellate Court's findings that the
Debtor was not organized as an agency or branch of the Village,
that it did not perform functions necessary to maintain the
Village's existence and that while Village employees were appointed
to the Debtor's board, corporate meetings were conducted separate
from Village meetings and the board had to get Village approval for
limited activities. "Overall, the Village was not dependent upon
LPFC for its governmental activities, and LPFC was also not
dependent on the Village for its day-to-day project management
activities.
The movants argue that the Debtor is the Village's instrumentality
and for that reason is ineligible for Chapter 11 bankruptcy relief.
The court finds that it is not an instrumentality of the Village.
In In re Estate of Medcare HMO, the Seventh Circuit held that
"[w]hen interpreting the Bankruptcy Code, as with any other
statute, a court must look first to the statutory language." That
Court also noted that "in defining categories excluded from federal
bankruptcy protection, courts are to look to the law of the state
of incorporation of the entity in question." Illinois law requires
that the governments that set up public facilities corporations
control them, specifically by appointing their directors. The
Village appoints the Debtor's directors, however, it does not
control its operations or management.
A full-text copy of Judge Cox's Memorandum Opinion dated Dec. 6,
2017 is available at:
http://bankrupt.com/misc/ilnb17-22517-258.pdf
About Lombard Public Facilities Corp.
Lombard Public Facilities Corporation was established in 2003 by
the affluent Lombard Village in Illinois, to finance the
construction of a hotel and convention center, and is the owner of
the hotel and convention center for as long as any bonds remain
outstanding. The hotel and convention center, which opened in
2007, includes 500 guest rooms and 39,000 square feet of flexible
meeting space with two full-service restaurants. The Hotel is and
has been operated and managed under the Westin brand by Westin
Hotel Management, L.P.
Lombard Public Facilities Corporation sought Chapter 11 protection
(Bankr. N.D. Ill. Case No. 17-22517) on July 28, 2017, after
reaching deals to restructure $246.6 million in debt. The petition
was signed by Paul Powers, president.
The Debtor estimated assets of $10 million to $50 million and debt
of $100 million to $500 million.
The Hon. Jacqueline P. Cox is the case judge.
The Debtor hired Adelman & Gettleman, Ltd. as bankruptcy counsel;
and Klein Thorpe & Jenkins, Ltd., and Taft Stettinius & Hollister,
LLP, as special counsel. Epiq Bankruptcy Solutions, LLC, is the
noticing, claims, and/or solicitation agent.
The Debtor has long retained Klein, Thorpe, & Jenkins, Ltd. ("KTJ")
as its corporate counsel, and James D. Shanahan, now of the firm of
Taft, Stettinius & Hollander LLP ("TSH"), as its bond and tax
counsel.
EisnerAmper, which was engaged by the Debtor two years prior to the
petition date, is the financial advisor in the Chapter 11 case.
LUV-IT FROZEN: Unsecureds to Recoup 10% Under Plan
--------------------------------------------------
Luv-It Frozen Custard, Inc., filed with the U.S. Bankruptcy Court
for the District of Nevada a disclosure statement dated Nov. 15,
2017, referring to the Debtor's plan of reorganization.
A hearing on the adequacy of the Disclosure Statement is scheduled
for Jan. 3, 2018, at 1:30 p.m.
The unsecured creditors will receive pro rata payments of excess
income available on a monthly basis, estimated to be at 10% on the
dollar to all field, settled and allowed claims, to a maximum of
$2,009.16. Contingent or unliquidated claims will not be paid.
This number may or may not exceed liquidation value. Should it
exceed liquidation value, however, the Debtor must pay the higher
amount to creditors.
According to the Debtor's Monthly Operating Reports, which are
current through October 2017, the Debtor's cash flow have been
adequate to make all required payments for the business itself
without incurring additional debt. The Debtor has sufficient net
income per profit and loss statements to fund the proposed payments
to unsecured creditors under the Plan.
A copy of the Debtor's Disclosure Statement is available at:
http://bankrupt.com/misc/nvb17-11417-53.pdf
About Luv-It Frozen Custard
Luv-It Frozen Custard Inc. sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D. Nev. Case No. 17-11417) on March 23,
2017. The petition was signed by Sharon Tiedemann, owner and
president.
At the time of the filing, the Debtor estimated assets of less than
$50,000 and liabilities of less than $100,000.
The Debtor hired Thomas E. Crowe, Professional Corporation, as
attorney, and Sheila Ildefonzo, as accountant.
MANUS SUDDRETH: Trustee Proposes Three Inventory Auctions
---------------------------------------------------------
Charles R. Goldstein, the Chapter 11 Trustee for Manus Edward
Suddreth, asks the U.S. Bankruptcy Court for the District of
Maryland to authorize the sale of personal property owned by the
Debtor and/or his wholly-owned corporation, W.P.I.P., Inc.,
including without limitation vehicles, equipment, tools and other
saleable merchandise, at auction.
Any hearing on the Sale Motion will be held in open court from time
to time, without further notice. The objection deadline is Dec.
22, 2017 at 5:00 p.m. (ET). The Trustee filed a motion to shorten
the time for objections and for an expedited hearing. If such
motion is granted, the time to object and/or date for hearing will
be changed as provided in such order.
The Trustee selected J.G. Cochran Auctioneers & Associates to serve
as auctioneer to assist the Trustee in selling the Inventory at
competitive auctions. To maximize the sale price of the Inventory,
Cochran recommends that the Trustee sell the Inventory at three
auctions.
The first auction will be Cochran's 2-Day Contractor's Regional
Equipment, Truck & Trailer Auction ("Vehicles and Equipment
Auction"), which will take place at the Cochran Auction Complex
located at 7704 Mapleville Road in Boonsboro, Maryland on Jan. 5-6,
2018, beginning both days at 8:00 a.m.
At the Vehicles and Equipment Auction, Cochran will auction the
Inventory consisting of the following Items: (i) 1984 Corvette;
(ii) 1956 Crown Victoria; (iii) 1957 Chevrolet Bel Air; (iv) 1957
Chevrolet Bel Air; (v) 1966 Ford Mustang; (vi) Buck Board Wagon;
(vii) Sleigh/Visa-Visa; (viii) Amish Buggy; (ix) 2-Seat Surry; (x)
two Covered Wagons; and (xi) Husker's Wagon.
The second auction will be an auction of the Inventory located at
7650 Waterwood Trail, Glen Burnie, Maryland, which is tentatively
scheduled for January or February 2018. The date and time of the
Waterwood Auction will be posted on Cochran's website
(http://www.cochranauctions.com/)upon entry of an Order granting
the Motion.
The third auction will be an auction of the Inventory located at
301 West Patapsco Avenue, Baltimore, Maryland, which also is
tentatively scheduled for January or February 2018. The date and
time of the Patapsco Auction also will be posted on Cochran's
website (http://www.cochranauctions.com/)upon entry of an Order
granting the Motion.
The Trustee reserves the right to add other personal property to
the list of Inventory to be sold at each Auction and to schedule
each Auction in his sole and absolute discretion without further
Court order or notice to parties in interest.
Each Auction will be conducted openly, and all creditors and those
parties in interest are permitted to attend.
The Trustee obtained a lien search for any liens publicly-filed
against the Debtor or W.P.I.P. Based upon this search, the Trustee
believes some or all of the following may constitute liens on the
Inventory:
a. Secured Party: B.P.I. Patapsco, LLC
Debtors: Manus E. Suddreth, Patapsco Excavating, Inc.
(the Debtor's wholly-owned corporation whose charter was forfeited)
and Pollution Property, Inc. (the Debtor's wholly-owned corporation
whose charter was forfeited)
Collateral: all personal property
Maryland UCC-1 Financing Statement filed February 13,
2013
Maryland UCC File No.: 0000000181465187
b. Secured Party: B.P.I. Patapsco, LLC
Debtors: Manus E. Suddreth), Patapsco Excavating, Inc.
(the Debtor's wholly-owned corporation whose charter was forfeited)
and Pollution Property, Inc. (the Debtor's wholly-owned corporation
whose charter was forfeited)
Collateral: all personal property
Delaware UCC-1 Financing Statement filed February 13,
2013
Delaware UCC File No.: 20130588948
c. Secured Party: State of Maryland, Comptroller of the
Treasury
Debtors: Manus E. Suddreth (Debtor herein) and Jean C.
Suddreth (his spouse)
Collateral: all real and personal property
Notice of Lien dated August 18, 1995 in the amount of
$14,855
Judgment entered in Circuit Court for Anne Arundel County
Circuit Court on Aug. 28, 1995 in Case No. 02-L-95-007767 for
$14,855 Anne Arundel County Land Records Book 77, Page 166
d. Secured Party: United States of America
Debtor: Patapsco Excavating, Inc. (the Debtor's
wholly-owned corporation whose charter was forfeited)
Collateral: unknown
Judgment entered in the Circuit Court for Baltimore City
on Dec. 27, 2007 in Case No. 24-L-07-008603 for $1,026,440
e. Secured Party: United States of America
Debtor: W.P.I.P, Inc. (the Debtor's wholly-owned
corporation)
Collateral: unknown
Judgment entered in the Circuit Court for Baltimore City
on Sept. 29, 2015 in Case No. 24-L-15-010092 for $38,031
The Trustee asks authority to convey the Inventory, free and clear
of all Encumbrances, with such Encumbrances to attach to the sale
proceeds, in the same validity and priority and to the same extent
as existed immediately before the sale with the Trustee holding the
net sale proceeds (after costs of sale and Cochran's compensation)
subject to further order of the Court.
The Trustee further asks authority to compensate Cochran by paying
Cochran 20% of the gross sale proceeds (as set forth in more detail
in the Cochran Employment Application) immediately upon conclusion
of each Auction and without further Court order notwithstanding any
requirements in the Bankruptcy Code, the Bankruptcy Rules or Local
Bankruptcy Rules to the contrary. The Trustee will file a report
of sale as soon as practicable after each Auction itemizing the
gross sale proceeds and Cochran's compensation.
The Trustee's proposed sale of the Inventory serves a sound
business purpose. The sale will preserve and maximize the value of
the Inventory for the benefit of creditors and parties-in-interest.
Selling the Inventory at the Auctions will return a greater
benefit to the Debtor's estate than any alternatives, including a
sale at a later date, or waiting until confirmation of a plan. A
sale of the Inventory at the Auctions is the best option to
maximize value and is proposed by the Trustee in good faith.
The Trustee asks relief from the 14-day stay imposed by Bankruptcy
Rule 6004(h) so that the Inventory can be sold during the Auctions,
the first of which is scheduled for Jan. 5-6, 2018.
About Manus Edward Suddreth
Manus Edward Suddreth, the sole shareholder of W.P.I.P., Inc.,
filed for Chapter 11 bankruptcy protection (Bankr. D. Md. Case No.
13-12978) on Feb. 21, 2013.
On Dec. 28, 2016, the Court appointed Joseph J. Bellinger, Jr., as
Chapter 11 Trustee. On July 21, 2017, the Court appointed Charles
R. Goldstein as Chapter 11 Trustee.
MAYBELLE BEVERLY: Seeks to Retain David Addison as Trustee
----------------------------------------------------------
Maybelle Beverly Family Trust has filed a motion seeking approval
from the U.S. Bankruptcy Court for the Eastern District of
Louisiana to retain David Addison as trustee.
Mr. Addison has served as trustee for the Debtor prior to its
bankruptcy filing.
In exchange for Mr. Addison's services post-petition, the Debtor
proposes as compensation the use and occupancy of its property
located at 14 Hummingbird Road, Covington, Louisiana.
About Maybelle Beverly Family Trust
Maybelle Beverly Family Trust is a trust with principal assets
located in Tangipahoa Parish, Louisiana. The Debtor filed a
Chapter 11 petition (Bankr. E.D. La. Case No. 17-12037) on August
1, 2017. The petition was signed by David Addison, the trustee of
Maybelle Beverly Family Trust.
Judge Elizabeth W. Magner presides over the case. Thomas H. Gray,
Esq. at Thomas H. Gray represents the Debtor as counsel.
At the time of filing, the Debtor estimates $1 million to $10
million in assets and $0 to $50,000 in liabilities.
MESAW LLC: Taps Kotulak & Company as Accountant
-----------------------------------------------
Mesaw, LLC, seeks approval from the U.S. Bankruptcy Court for the
District of New Jersey to hire Kotulak & Company, P.C., as its
accountant.
The firm will analyze the Debtor's financial records; prepare its
tax returns and financial statements; evaluate its financial
condition; and prepare its monthly operating reports.
The firm's hourly rates are:
Thomas Kotulak $200
Jonathan Kotulak $130
Marina Kosoy $145
David Armstrong $120
Rebecca Recio $60
Gina Gallichio $50
Thomas Kotulak, a certified public accountant, disclosed in a court
filing that he and his firm are "disinterested" as defined in
section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Thomas Kotulak
1035 Route 46, Suite B-107
Clifton, NJ 07013
Phone: (973) 773-5050
Fax: (973) 773-5266
Email: GGallichio@kotulakcpa.com
About Mesaw, LLC
Mesaw, LLC -- http://www.clubbarks.com/-- does business as Club
Barks in Little Falls, New Jersey. It sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 17-32925)
on November 13, 2017. Stephen Anatro, its managing member, signed
the petition.
At the time of the filing, the Debtor disclosed that it had
estimated assets of less than $100,000 and liabilities of less than
$500,000.
METRO DEVELOPMENT: Taps Gleichenhaus Marchese as Legal Counsel
--------------------------------------------------------------
Metro Development of W.N.Y., LLC, seeks approval from the U.S.
Bankruptcy Court for the Western District of New York to hire
Gleichenhaus, Marchese & Weishaar, P.C., as its legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code and will provide other legal services related to
its Chapter 11 case.
Robert Gleichenhaus, Esq., and Michael Weishaar, Esq., the
attorneys who will be handling the case, will charge $250 and $350,
respectively. Paralegals and legal secretaries will charge an
hourly fee of $80.
Debtor has agreed to pay the firm an initial retainer in the sum of
$5,783.
Mr. Weishaar, Esq., 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:
Michael A. Weishaar, Esq.
Gleichenhaus, Marchese & Weishaar, P.C.
930 Convention Tower 43 Court Street
Buffalo, NY 14202
Tel: (716) 845-6446
Email: RBG_GMF@hotmail.com
About Metro Development of W.N.Y.
Metro Development of W.N.Y., LLC sought protection under Chapter 11
of the Bankruptcy Code (Bankr. W.D.N.Y. Case No. 17-12225) on
October 19, 2017. Rodney Mitchell, president and sole member,
signed the petition.
At the time of the filing, the Debtor disclosed that it had
estimated assets and liabilities of less than $500,000.
Judge Michael J. Kaplan presides over the case.
MISSOURI CITY FUNERAL: Taps Pope Law Firm as Legal Counsel
----------------------------------------------------------
Missouri City Funeral Directors at Glenn Park, Inc., seeks approval
from the U.S. Bankruptcy Court for the Southern District of Texas
to hire The Pope Law Firm as its legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; assist in the preparation of a plan of
reorganization; and provide other legal services related to its
Chapter 11 case.
Pope Law Firm will charge an hourly fee of $300. The firm received
a retainer from the Debtor in the sum of $6,650 prior to the
petition date.
James Pope, Esq., the attorney who will be handling the case,
disclosed in a court filing that he is a "disinterested person" as
defined in section 101(14) of the Bankruptcy Code.
The firm can be reached through:
James Q. Pope, Esq.
The Pope Law Firm
5151 Katy Freeway, Suite 306
Houston, TX 77007
Phone: 713-449-4481
Fax: 281-657-9693
Email: jamesp@thepopelawfirm.com
About Missouri City Funeral Directors
Missouri City Funeral Directors at Glenn Park, Inc. is a
corporation that operates as a funeral home. It is based in
Missouri City, Texas.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D. Texas Case No. 17-36178) on November 6, 2017.
Michael Brock, Sr., chief executive officer, signed the petition.
At the time of the filing, the Debtor disclosed that it had
estimated assets of less than $1 million and liabilities of less
than $500,000.
Judge David R. Jones presides over the case.
MOUNTAIN CREEK RESORT: Exclusive Plan Filing Extended to Jan. 22
----------------------------------------------------------------
The Hon. Stacey L. Meisel of the U.S. Bankruptcy Court for the
District of New Jersey has extended, at the behest Mountain Creek
Resort, Inc., and its debtor-affiliates, the exclusive right for
the Debtors to file a Chapter 11 plan through and including Jan.
22, 2018, from Nov. 22, 2017, and the period during which the
Debtors have the exclusive right to solicit votes thereon through
and including March 23, 2018, from Jan. 22, 2018.
As reported by the Troubled Company Reporter on Nov. 3, 2017, the
Debtors, rather than engage in potentially time-consuming and
expensive litigation with M&T Bank, the Debtors' largest secured
creditor, regarding its objections to the length of the requested
extension, agreed to an initial two-month extension of the
Exclusive Periods to Nov. 22, 2017, and Jan. 22, 2018, with the
understanding that an additional extension would be sought. The
Debtors sought a second modest two-month extension (an aggregate
extension of four months) that would expand the exclusive periods
to approximately the dates originally requested.
About Mountain Creek Resort, Inc.
Mountain Creek Resort Inc. owns and operates the Mountain Creek
Resort, a four-season resort located in Vernon, New Jersey. The
Resort is the New York/New Jersey Metro area's closest ski resort
with 167 skiable acres on four mountain peaks, 1,040 vertical feet,
46 trails, and 11 lifts. The Resort also operates and manages the
Appalachian Hotel and the Black Creek Sanctuary townhomes.
Mountain Creek Resort, Inc., and five affiliated debtors filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code (Bankr. D.N.J. Lead Case No. 17-19899) on May 15, 2017. The
cases are pending before the Honorable Judge Stacey L. Meisel, and
jointly administered.
Mountain Creek estimated $10 million to $50 million in assets and
debt.
The Debtors hired Lowenstein Sandler LLP as bankruptcy counsel;
Houlihan Lokey Capital, Inc., as business consultant and investment
banker; and Prime Clerk LLC as claims and noticing agent.
On May 24, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. Trenk, DiPasquale,
Della Fera & Sodono, P.C., represents the committee as bankruptcy
counsel.
MRI INTERVENTIONS: Provides Updated Investor Presentation
---------------------------------------------------------
On Dec. 6, 2017, MRI Interventions, Inc. posted an updated investor
presentation to its website at
http://ir.stockpr.com/mriinterventions/investor-presentation.
Executive Summary:
* Unique, Platform technology enabling minimally-invasive
treatments for some of the most difficult and debilitating
disorders
* Installed in 52 of 250+ leading Neurology centers in the U.S.
* 75%+ of current revenue from single-use, high-margin
disposables
* Procedure volume has grown 45%+ CAGR from 2013-2017
* Pipeline of new revenue streams from improvements to
existing products, inclusion in drug therapy trials,
and launch of new therapy products in the next five
years
* Total potential adressable market >$1B for its products
and pipeline
* Continued gross margin and sales leverage expanding
profitability per procedure
* Strong cash position to fund Commercial and R&D initiatives
* Significant IP position and partnerships with leading
clinical sites for development
* A passionate team of embedded scientists and specialists
A copy of the investor presentation is available for free at:
https://is.gd/1qGgfu
About MRI Interventions
Irvine, California, MRI Interventions --
http://www.mriinterventions.com/-- is a medical device company
that develops and commercializes innovative platforms for
performing minimally invasive surgical procedures in the brain and
heart under direct, intra-procedural magnetic resonance imaging, or
MRI, guidance. From its inception in 1998 to 2002, the Company
deployed significant resources to fund its efforts to develop the
foundational capabilities for enabling MRI-guided interventions and
to build an intellectual property portfolio. In 2003, the
Company's focus shifted to identifying and building out commercial
applications for the technologies we developed in prior years.
MRI Interventions incurred a net loss of $8.06 million in 2016,
compared to a net loss of $8.44 million in 2015. As of Sept. 30,
2017, MRI Interventions had $15.45 million in total assets, $8.17
million in total liabilities and $7.28 million in total
stockholders' equity.
Cherry Bekaert LLP, in Charlotte, North Carolina, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2016, citing that the Company incurred net
losses during the years ended Dec. 31, 2016, and 2015 of
approximately $8.1 million and $8.4 million, respectively.
Additionally, the stockholders' deficit at Dec. 31, 2016, was
approximately $756,000. These conditions raise substantial doubt
about the Company's ability to continue as a going concern.
MULTICARE HOME: Taps Joyce W. Lindauer as Counsel
-------------------------------------------------
Multicare Home Health Services, LLC, seeks authority from the U.S.
Bankruptcy Court for the Northern District of Texas, Dallas
Division, to hire Joyce W. Lindauer Attorney, PLLC, as counsel to
effectuate a reorganization, propose a Plan of Reorganization and
effectively move forward in its bankruptcy proceeding.
Sarah M. Cox, Esq., and Jeffery M. Veteto, Esq., are contract
attorneys working for Ms. Lindauer.
The compensation to be paid to Ms. Lindauer will be $395.00 per
hour. Ms. Cox will be $225.00 per hour and Mr. Veteto will be
$195.00 per hour. Paralegals and legal assistants are billed at
$65.00 to $125.00 per hour.
Joyce W. Lindauer, Esq., owner of the law practice Joyce W.
Lindauer Attorney, PLLC, attests that she and each member of the
Firm and contract attorney is presently a disinterested person as
defined in Section 101(14) of the Bankruptcy Code.
The Counsel can be reached through:
Joyce W. Lindauer, Esq.
Sarah M. Cox, Esq.
Jeffery M. Veteto, Esq.
Joyce W. Lindauer Attorney, PLLC
12720 Hillcrest Road, Suite 625
Dallas, TX 75230
Tel: (972) 503-4033
Fax: (972) 503-4034
About Multicare Home Health Services, LLC
Multicare Home Health provides home health care services including
nursing, physical therapy, occupational therapy, speech pathology,
medical social, home health aide. The company previously sought
bankruptcy protection on June 21, 2017 (Bankr. N.D. Tex. Case No.
17-32419).
Based in Dallas, Texas, Multicare Home Health Services, LLC filed a
Chapter 11 petition (Bankr. N.D. Tex. Case no. 17-34205) on
November 6, 2017. The petition was signed by Gloria Wilson,
managing member.
The Debtor estimates $50,001 to $100,000 in assets and $1,000,001
to $10 million in liabilities.
The Debtor is represented by Joyce W. Lindauer, Esq. at Joyce W.
Lindauer Attorney, PLLC as counsel. The Harlin DeWayne Hale
presides over the case.
NASSAU DEVELOPMENT: Creditor Counsel's Charging Lien Bid Nixed
--------------------------------------------------------------
Judge A. Jay Cristol of the U.S. Bankruptcy Court for the Southern
District of Florida entered an order denying Eddy Leal, P.A.s
motion for imposition of charging lien.
On Oct. 2, 2015, Nassau Development of Village West Corp. commenced
a voluntary Chapter 11 proceeding. On Nov. 30, 2015, Eddy Leal
filed a notice of appearance as counsel to Orlando Benitez, Jr.,
and DD&C Financial Investments Corporation. Benitez asserted
various secured claims against the Debtor and the Debtor's real
property in this Chapter 11 case.
On Sept. 30, 2016, Eddy Leal filed a motion to withdraw as counsel
to Benitez in this Chapter 11 case. The motion was granted by Order
of the Court dated Oct. 13, 2016. On April 24, 2017, Eddy Leal
filed its Notice of Charging Lien, asserting a charging lien on any
proceeds due and payable to Benitez in this Chapter 11 case in
respect of fees asserted to be owed to Eddy Leal by Benitez for the
representation of Benitez in this Chapter 11 case.
On Sept. 21, 2017, the Trustee, Benitez and DD&C Financial
Corporation signed that certain Stipulation for Settlement. The
Benitez Settlement Agreement evidenced a complex and comprehensive
settlement between the Trustee and Benitez in this Chapter 11 case
and in the Grand Abbaco Case and provided that Benitez would have
allowed secured claims in this case entitled to a distribution
herein. The Benitez Settlement Agreement also provided that Benitez
would have the right to credit bid such allowed secured claims,
that Benitez would agree to a fixed surcharge amount that would be
paid to the estate for the purpose of paying allowed fees and
expenses of the Trustee and his professionals, and the Trustee and
Benitez would exchange mutual general releases. On Oct. 11, 2017,
the Court entered an Order granting the Benitez Settlement Motion
and approving the Benitez Settlement Agreement.
In the Charging Lien Motion, Eddy Leal does not assert or claim
that it negotiated, prepared or obtained approval of, or was
otherwise involved in, the Benitez Settlement Agreement with the
Trustee. Rather, at the hearing on the Charging Lien Motion, Eddy
Leal asserted that the work he performed for Benitez in this
Chapter 11 case approximately 12 months earlier necessarily gave
rise to or facilitated the Benitez Settlement Agreement.
Upon review of the record, the Court is not persuaded that the
services of Eddy Leal in any way produced or facilitated the
Benitez Settlement Agreement. The record establishes that such
services, to the extent they were provided, did not give rise to
the allowed secured claims in favor of Benitez, which in turn was
the basis for the payments that were made to Benitez from the sale
of the Debtor's property.
The Court pointed out that Eddy Leal had long since withdrawn from
representing Benitez in this case by the time the Benitez
Settlement Agreement was negotiated with the Trustee by Genovese
Joblove & Battista, P.A. Even if, as Eddy Leal, P.A. asserts (and
Benitez denies), certain aspects of the Benitez Settlement
Agreement resulted from the efforts of Eddy Leal, P.A. or that the
work performed by Eddy Leal, P.A. facilitated the Benitez
Settlement Agreement, such aspects, efforts, and work are
insufficient and far too remote to support the imposition of a
charging lien in this case.
Thus, the Charging Lien Motion is denied and the Trustee or
Genovese Joblove & Battista, P.A., as applicable, are authorized
and directed to disburse the funds (i.e. $100,000) being held in
escrow/reserve in respect of the Charging Lien Motion to or at the
direction of Orlando Benitez, Jr. in further payment of his allowed
secured claims in this case.
A full-text copy of the Court's Order and Memorandum Opinion dated
Nov. 30, 2017 is available at:
http://bankrupt.com/misc/flsb15-27691-216.pdf
Counsel for Orlando Benitez, Jr.:
Paul J. Battista, Esquire
Florida Bar No. 884162
GENOVESE JOBLOVE &BATTISTA, P.A.
100 SE Second Street, 44th Floor
Miami, Florida 33131
Tel.: (305) 349-2300
Fax: (305) 349-2310
pbattista@gjb-law.com
About Nassau Development
Nassau Development of Village West Corp. sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No.
15-27691) on Oct. 2, 2015. On June 3, 2016, the Court appointed
Drew M. Dillworth, as Chapter 11 Trustee of the Debtor.
NEOVASC INC: Reducer Featured in Live Case at ICI 2017
------------------------------------------------------
Neovasc Inc. reported that its Neovasc Reducer medical device was
featured in a "live case" broadcast at the 2017 Innovations in
Cardiovascular Interventions (ICI) conference held in Tel Aviv,
Israel. In the live case broadcast to the conference from the
Soroka University Medical Center in Beersheba Israel, Drs. Koifman
and Bazan successfully implanted a Reducer in the coronary sinus of
a patient suffering from very poor quality of life due to
refractory angina pectoris, chest discomfort felt with even minimal
effort, despite previous bypass surgery and multiple stent
implantations.
The minimally invasive procedure took approximately 15 minutes to
complete, and was uneventful. The live Reducer case was broadcast
following a scientific presentation describing current available
clinical data supporting the use of the Reducer as a safe and
effective therapy for patients with refractory angina pectoris. The
scientific presentation was given by Dr. Konigstein from the
Cardiovascular Research Foundation (CRF).
"Since launching Reducer in 2015, clinical interest has
consistently grown across Europe and the product is now used in
more than 80 medical centers," commented Neovasc CEO, Alexei Marko.
"With no other alternatives to treat this patient population,
Reducer's safe and straight-forward procedure along with clear
patient benefit is fueling its increasing popularity among
interventional cardiologists for their patients with refractory
angina."
The Company's REDUCER-I Observational Study is collecting long term
data from European patients implanted with the Reducer. Currently
more than 130 patients have been enrolled in 18 centers across
Europe. Enrollment in this study will continue up to 400
patients.
Also during the ICI conference, a clinical update on the Tiara
("Tiara") trans catheter mitral valve replacement was presented by
Dr. Shmuel Banai. To date, 42 patients have been implanted with
Tiara. The 30-day survival rate for the first 37 patients (those
treated more than 30 days ago) is 33 of 37 or 89%. There have been
20 Tiara implantations so far in 2017, with 100% technical success
achieved and a 93% 30-day survival rate for the 15 patients who
were implanted more than 30 days ago.
"Tiara's Clinical enrolment rate is gaining momentum with 8
implantations in the last 2 months, 6 of which were patients
enrolled in the CE-Mark Tiara II study. We continue to be very
encouraged by the performance of Tiara. Implantations are
typically completed quickly and without complications, even by new
operators, and in most cases result in the complete elimination of
mitral regurgitation. We are looking forward to continuing to
expand and accelerate this important program," added Alexei Marko.
In a separate matter, the Company reports that it has paid in full
the damages award mandated by the court in the litigation with
CardiAQ Valve Technologies, Inc. and that the associated General
Security Agreement has been terminated.
About Reducer
The Reducer is CE-marked in the European Union for the treatment of
refractory angina, a painful and debilitating condition that occurs
when the coronary arteries deliver an inadequate supply of blood to
the heart muscle, despite treatment with standard revascularization
or cardiac drug therapies. It affects millions of patients
worldwide, who typically lead severely restricted lives as a result
of their disabling symptoms, and its incidence is growing. The
Reducer provides relief of angina symptoms by altering blood flow
in the heart's circulatory system, thereby increasing the perfusion
of oxygenated blood to ischemic areas of the heart muscle.
Placement of the Reducer is performed using a minimally invasive
transvenous procedure that is similar to implanting a coronary
stent and is completed in approximately 20 minutes.
About Tiara
Tiara is a self-expanding mitral bioprosthesis specifically
designed to treat mitral valve regurgitation (MR) by replacing the
diseased valve. Conventional surgical treatments are only
appropriate for about half of MR patients, who number an estimated
four million in the U.S. with a similar number of patients affected
throughout Europe. Tiara is implanted in the heart using a
minimally invasive, transapical transcatheter approach without the
need for open-heart surgery or use of a cardiac bypass machine.
About ICI 2017
The Innovations in Cardiovascular Interventions (ICI) conference
was held December 3-5, 2017 at the David Intercontinental Hotel in
Tel Aviv, Israel. This acclaimed forum for interventional
cardiologists, entrepreneurs and the cardiovascular industry
focuses on innovative technology and therapies and covers all
stages of the innovation process, from the bench to the patient
bedside. For more information, visit 2017.icimeeting.com
About Neovasc Inc.
Based in Richmond, British Columbia, Neovasc --
http://www.neovasc.com/-- is a specialty medical device company
that develops, manufactures and markets products for the rapidly
growing cardiovascular marketplace. Its products include the
Neovasc Reducer, for the treatment of refractory angina which is
not currently available in the United States and has been available
in Europe since 2015 and the Tiara, for the transcatheter treatment
of mitral valve disease, which is currently under investigation in
the United States, Canada and Europe. The Company also sells a
line of advanced biological tissue products that are used as key
components in third-party medical products including transcatheter
heart valves.
Neovasc reported a loss of US$86.49 million for the year ended Dec.
31, 2016, following a loss of US$26.73 million for the year ended
Dec. 31, 2015. As of Sept. 30, 2017, Neovasc had US$81.75 million
in total assets, US$114.73 million in total liabilities and a total
deficit of US$32.98 million.
Grant Thornton LLP, in Vancouver, Canada, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2016, emphasizing that the Company was named in a
litigation and that the court awarded $112 million in damages
against it. This condition, along with other matters, indicate the
existence of a material uncertainty that may cast significant doubt
about the Company's ability to continue as a going concern, the
auditors said.
OCALA PETROLEUM: Taps ChildersLaw as Legal Counsel
--------------------------------------------------
Ocala Petroleum, Inc., seeks approval from the U.S. Bankruptcy
Court for the Middle District of Florida to hire ChildersLaw, LLC,
as its legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; negotiate with creditors; assist in the
preparation of a plan of reorganization; and provide other legal
services related to its Chapter 11 case.
The firm will charge $375 per hour for the services of Seldon
Childers, Esq., $275 per hour for associate attorneys; $150 per
hour for paraprofessionals, and $50 per hour for legal secretarial
time.
ChildersLaw received $40,000 from the Debtor, of which $20,000 was
paid before the filing of the case.
Mr. Childers 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:
Seldon J. Childers, Esq.
ChildersLaw, LLC
2135 NW 40th Terrace, Suite B
Gainesville, FL 32605
Tel: 866-996-6104
Fax: 407-209-3870
Email: jchilders@smartbizlaw.com
About Ocala Petroleum Inc.
Ocala Petroleum, Inc. is a privately held company engaged in the
real estate rental business. It is the fee simple owner of a real
property located at 2711 W. Silver Springs Blvd. Ocala FL 34475.
The market value of the total property (consisting of retail store,
site improvements, land, fuel equipment, off-site improvements, and
indirect expenses) is $1.8 million. The company's gross revenue
from rents in 2016 amounted to $144,000 and $122,000 in 2015.
Ocala Petroleum, Inc. filed a Chapter 11 petition (Bankr. M. D.
Fla. Case No. 17-04039) on November 21, 2017. The petition was
signed by Scott Mark Sherman, president. At the time of filing,
the Debtor had $1.8 million in total assets and $3.14 million in
total liabilities.
Judge Jerry A. Funk presides over the case.
OI BRASIL: Dutch Proceeding Not "Foreign Main Proceeding," Ct. Says
-------------------------------------------------------------------
Judge Sean H. Lane of the U.S. Bankruptcy Court for the Southern
District of New York denied the Dutch Petition seeking an order
recognizing the Dutch bankruptcy proceeding as the foreign main
proceeding for Debtor Coop Oi Brasil Holdings Cooperatief U.A.;
recognizing the insolvency Trustee as the foreign representative;
modifying the prior recognition order; modifying the prior joint
administration order and granting certain related relief. The Dutch
Petition was filed by Jasper R. Berkenbosch, solely in his capacity
as Insolvency Trustee of Debtor Coop.
The Dutch Petition presented the U.S. Court with a complex factual
and procedural history. Coop is a Dutch entity that is part of a
family of Brazilian telecommunications companies that initiated
bankruptcy proceedings in Brazil in the summer of 2016. In July
2016, several of these Oi Group entities--including Coop--sought
and received recognition in the U.S. Court of the Brazilian
bankruptcy proceedings as a foreign main proceeding under Chapter
15 of the U.S. Bankruptcy Code. As a basis for that recognition,
the U.S. Court found Coop's center of main interests ("COMI") to be
in Brazil given Coop's status as a special purpose financing
vehicle for the Oi Group.
Around the same time, a number of Coop's creditors began to take
action against Coop in the Netherlands, which culminated in a Dutch
bankruptcy proceeding for Coop. After months of litigation in the
Dutch court system, the highest national court in the Netherlands
upheld the jurisdiction and propriety of Coop's bankruptcy
proceedings under Dutch law. In July 2017, the Insolvency Trustee
appointed in the Netherlands filed the Dutch Petition. Contending
that Coop's COMI is in the Netherlands, the Dutch Petition seeks to
have the U.S. Court recognize Coop's Dutch bankruptcy proceedings
as a foreign main proceeding under Chapter 15 and also to overturn
the prior recognition by this Court of Coop’s Brazilian
bankruptcy proceedings.
The Insolvency Trustee's Dutch Petition is supported by Aurelius
Capital Management, LP and other like-minded creditors who make up
the International Bondholder Committee. The relief requested by the
Movants is opposed by the debtors that previously received
recognition of the Brazilian bankruptcy proceedings in this Court.
These debtors are joined by a separate group of Oi Group
creditors.
In addressing the issues presented by the parties, the U.S. Court
focused on recognition and the crucial concept of a debtor's COMI.
The U.S. Court then turned to the parties' competing views of the
applicable legal standard for evaluating the Dutch Petition and
Coop's COMI. On the one hand, the Movants urge the U.S. Court to
conduct a de novo review of Coop's COMI under Section 1517(a) as of
the date the Dutch Petition was filed. On the other hand, the
Objectors advocate reviewing this case under Section 1517(d), which
looks at whether a prior COMI determination should be terminated or
modified because it was incorrect in the first instance or based on
events after recognition. Upon review, the U.S. Court finds that
that Section 1517(d) provides the appropriate standard.
The U.S. Court then considered whether the doctrines of judicial
estoppel and comity apply in this case. More specifically, the U.S.
Court evaluated whether it should conduct its own determination of
COMI under Chapter 15 or whether it should defer to prior rulings
made by the Dutch courts. The U.S. Court ultimately concluded that
judicial estoppel and comity should not apply here for a variety of
reasons, including, but not limited to, the differences between the
legal question now before the U.S. Court and the one decided by the
Dutch courts.
Finally, the U.S. Court evaluated the two prongs of Section 1517(d)
for terminating or modifying a prior recognition. The first of
these prongs directs the U.S. Court to determine whether the
grounds for granting recognition were lacking. This required the
U.S. Court to examine the record before it at the time it
recognized Coop's COMI as Brazil. After determining that the U.S.
Court should not modify or terminate recognition under the first
prong in Section 1517(d), the U.S. Court turned to the second prong
in Section 1517(d). This second prong examines whether the grounds
of recognition have ceased to exist. It required the U.S. Court to
examine whether events after the prior recognition have changed
Coop's COMI from Brazil to the Netherlands. In concluding that this
second prong has not been met, the U.S. Court considered the
economic reality of the special purpose nature of Coop, the
expectations of creditors, the limitations on the Dutch Insolvency
Trustee presented by the proceedings in Brazil, and allegations of
impropriety against creditor Aurelius.
For these reasons, the U.S. Court denies the Dutch Petition and
request for related relief. The Objectors are directed to settle a
proposed order on seven days' notice.
A full-text copy of the U.S. Court's Memorandum Opinion dated Dec.
4, 2017 is available at:
http://bankrupt.com/misc/nysb16-11791-174.pdf
Counsel for Jasper R. Berkenbosch, Solely in His Capacity as
Insolvency Trustee of Oi Brasil Holdings Cooperatief U.A.:
Corinne Ball, Esq.
Stephen Pearson, Esq.
Lauri W. Sawyer, Esq.
Bryan M. Kotliar, Esq.
Anna Kordas, Esq.
JONES DAY
250 Vesey Street
New York, New York 10281
cball@jonesday.com
sjpearson@jonesday.com
lwsawyer@jonesday.com
bkotliar@jonesday.com
akordas@jonesday.com
-and-
Geoffrey Irwin, Esq.
Jones Day
51 Louisiana Avenue, N.W.
Washington, D.C. 20001
gsirwin@jonesday.com
Counsel for the International Bondholder Committee:
Allan S. Brilliant, Esq.
Shmuel Vasser, Esq.
Benjamin E. Rosenberg, Esq.
DECHERT LLP
1095 Avenue of the Americas
New York, New York 10036-6797
allan.brilliant@dechert.com
shmuel.vasser@dechert.com
benjamin.rosenberg@dechert.com
Counsel for Oi S.A. and Antonio Reinaldo Rabelo Filho as Petitioner
and Foreign Representative of the RJ Proceeding of Each of Oi S.A.,
Telemar Norte Leste S.A., Oi Brasil Holdings Cooperatief U.A., and
Oi Movel S.A.:
J. Christopher Shore, Esq.
John K. Cunningham, Esq.
Mark P. Franke, Esq
WHITE & CASE LLP
1221 Avenue of the Americas
New York, New York 10020-1095
cshore@whitecase.com
jcunningham@whitecase.com
mfranke@whitecase.com
-and-
Richard S. Kebrdle, Esq.
Jason N. Zakia, Esq.
Laura L. Femino, Esq.
WHITE & CASE LLP
Southeast Financial Center
200 South Biscayne Blvd., Suite 4900
Miami, Florida 33131
rkebrdle@whitecase.com
jzakia@whitecase.com
lfemino@whitecase.com
Counsel for the Steering Committee of the Ad Hoc Group of
Bondholders:
Richard J. Cooper, Esq.
Luke A. Barefoot, Esq.
Samuel Hershey, Esq.
CLEARY GOTTLIEB STEEN & HAMILTON LLP
One Liberty Plaza
New York, New York 10006
rcooper@cgsh.com
lbarefoot@cgsh.com
shershey@cgsh.com
About Oi SA
Headquartered in Rio de Janeiro, and operating almost exclusively
within Brazil, the Oi Group provides services like fixed-line data
transmission and network usage for phones, internet, and cable,
Wi-Fi hot-spots in public areas, and mobile phone and data
services, and employs approximately 142,000 direct and indirect
employees.
As reported in the Troubled Company Reporter-Latin America on Nov.
9, 2017, Gram Slattery and Leonardo Goy at Reuters report that the
head of Brazil's telecommunications watchdog, Anatel, demanded that
debt-laden carrier Oi SA submit its latest restructuring proposal
to the regulator before officially filing it with a bankruptcy
court.
Anatel head Juarez Quadros told reporters in Brasilia that the
regulator, an Oi creditor due to billions of dollars in unpaid
regulatory fines, would wait for the country's solicitor-general to
give an opinion on the company's proposal before deciding whether
or not to vote for it, according to Reuters.
On June 20, 2016, pursuant to Brazilian Law No. 11.101/05 (the
'Brazilian Bankruptcy Law'), Oi S.A. and certain of its
subsidiaries filed for recuperao judicial (judicial reorganization)
in Brazil.
Ojas N. Shah filed a Chapter 15 petition for Oi S.A. (Bankr.
S.D.N.Y. Case No. 16-11791), Oi Movel S.A. (Bankr. S.D.N.Y. Case
No. 16-11792), Telemar Norte Leste S.A. (Bankr. S.D.N.Y. Case No.
16-11793), and Oi Brasil Holdings Cooperatief U.A. (Bankr. S.D.N.Y.
Case No. 16-11794) on June 21, 2016. The case is assigned to Judge
Sean H. Lane.
Coop and PTIF are also subject to proceedings in the Netherlands.
The Chapter 15 Petitioner is represented by John K. Cunningham,
Esq., and Mark P. Franke, Esq., at White & Case LLP, in New York;
and Jason N. Zakia, Esq., Richard S. Kebrdle, Esq., and Laura L.
Femino, Esq., at White & Case LLP, in Miami, Florida.
On July 22, 2016, the New York Court recognized the Brazilian
Proceedings as foreign main proceedings with respect to the Chapter
15 Debtors, and granted certain additional related relief.
OI COOP: Aurelius Capital Issues Statement on Chapter 15 Ruling
---------------------------------------------------------------
Aurelius Capital Management, LP, issued the following statement in
response to the Dec. 4, 2017 decision rendered by the United States
Bankruptcy Court for the Southern District of New York, case
numbers 17-11888, 16-11794 and 16-11791:
"No financial institution prizes its integrity more than Aurelius.
If we deserved the criticism leveled against us in Monday's ruling,
we would publicly apologize. Respectfully, we did not.
"We own bonds issued by Oi's Dutch subsidiary known as 'Oi Coop.'
When Oi Coop filed for Chapter 15, neither we nor any other
creditors objected to the Bankruptcy Court's recognition of Oi
Coop's Brazilian reorganization case as the 'foreign main case.'
When the Bankruptcy Court gave that recognition in July 2016, it
knew that numerous creditors, including ourselves, had filed
bankruptcy petitions against Oi Coop in the Netherlands.
"Some nine months later, a bankruptcy trustee was appointed in the
Netherlands, supplanting Oi Coop's management. That trustee, with
the support of the International Bondholders Committee (including
Aurelius), requested his own Chapter 15 case for Oi Coop.
Unfortunately for Oi Coop's creditors, the Bankruptcy Court
rejected that request on Monday.
"We wholeheartedly agree that parties should deal with the courts
with utmost candor and good faith. We are confident we did so in
this instance."
About Oi SA
Headquartered in Rio de Janeiro, and operating almost exclusively
within Brazil, the Oi Group provides services like fixed-line data
transmission and network usage for phones, internet, and cable,
Wi-Fi hot-spots in public areas, and mobile phone and data
services, and employs approximately 142,000 direct and indirect
employees.
As reported in the Troubled Company Reporter-Latin America on Nov.
9, 2017, Gram Slattery and Leonardo Goy at Reuters report that the
head of Brazil's telecommunications watchdog, Anatel, demanded that
debt-laden carrier Oi SA submit its latest restructuring proposal
to the regulator before officially filing it with a bankruptcy
court.
Anatel head Juarez Quadros told reporters in Brasilia that the
regulator, an Oi creditor due to billions of dollars in unpaid
regulatory fines, would wait for the country's solicitor-general to
give an opinion on the company's proposal before deciding whether
or not to vote for it, according to Reuters.
On June 20, 2016, pursuant to Brazilian Law No. 11.101/05 (the
'Brazilian Bankruptcy Law'), Oi S.A. and certain of its
subsidiaries filed for recuperao judicial (judicial reorganization)
in Brazil.
On June 21, 2016, OI SA and its affiliates Telemar Norte Leste S.A.
and Oi Brasil Holdings Cooperatief U.A. commenced Chapter 15
proceedings (Bankr. S.D.N.Y. Lead Case No. 16-11791). Ojas N.
Shah, as foreign representative, signed the petitions.
Coop and PTIF are also subject to proceedings in the Netherlands.
The Chapter 15 cases are assigned to Judge Sean H. Lane.
In the Chapter 15 cases, the Debtors are represented by John K.
Cunningham, Esq., and Mark P. Franke, Esq., at White & Case LLP, in
New York; and Jason N. Zakia, Esq., Richard S. Kebrdle, Esq., and
Laura L. Femino, Esq., at White & Case LLP, in Miami, Florida.
On July 22, 2016, the New York Court recognized the Brazilian
Proceedings as foreign main proceedings with respect to the Chapter
15 Debtors, and granted certain additional related relief.
OTS CAPITAL: Exclusive Plan Filing Extended to March 10
-------------------------------------------------------
The Hon. Lisa Ritchey Craig of the U.S. Bankruptcy Court for the
Central District of California has extended for 90 days through and
including March 10, 2018, the exclusivity period for OTS Capital
Partners, LLC, to file a plan of reorganization, and through and
including April 9, 2018, the deadline for the Debtor to solicit
acceptance of the plan.
As reported by the Troubled Company Reporter on Nov. 22, 2017, the
Debtor asked for the Court to extend the exclusive plan filing
deadline from Dec. 10, 2017. The Debtor had also asked that the
solicitation deadline be extended through Jan. 9, 2018.
About OTS Capital Partners
OTS Capital Partners, LLC, based at 616 Elliott Rd., McDonough,
Georgia, filed a Chapter 11 petition (Bankr. N.D. Ga. Case No.
16-70357) on Nov. 11, 2016. The petition was signed by Dan C.
Fort, authorized representative. The Debtor is represented by
William A. Rountree, Esq., Macey, Wilensky & Hennings, LLC. At the
time of filing, the Debtor estimated $1 million to $10 million in
both assets and liabilities.
P & L GAS: Harris County's Claim To Be Paid at 12% Per Annum
------------------------------------------------------------
P & L Gas Dispensers LLC filed with the U.S. Bankruptcy Court for
the Southern District of Texas a supplement to its second amended
plan of reorganization and disclosure statement by amending the
language regarding the claim and treatment of the Claim of Harris
County.
Harris County is the holder of an allowed secured claim in the
amount of $6,078.78. Interest will be paid to claimant at 12% per
annum from the date of the Petition until paid in full. Harris
County will retain its liens for personal and real property for
both pre- and post-petition taxes until the claims, including
interest thereon is paid in full. Taxes for the 2017 tax year do
not require the filing of a request for allowance of an
administrative expense. The Debtor will pay post-petition taxes in
the ordinary course of business.
In the event of any failure of the reorganized Debtor to timely
make its required plan payments to Harris County, or any failure to
pay post-petition ad valorem property taxes owed to Harris County
prior to delinquency, either of which will constitute an event of
default under the plan as to Harris County, and they will send
notice of default to the reorganized Debtor. If the default is not
cured within 20 days of the date of the notice, Harris County may
proceed to collect all amounts owed pursuant to state law without
further recourse to the Court. Harris County is only required to
send two notice of default and upon the third event of default,
Harris County may proceed to collect all amounts owed under state
law, without recourse to the Court and without further notice.
A copy of the Supplement is available at:
http://bankrupt.com/misc/txsb16-30165-95.pdf
As reported by the Troubled Company Reporter on June 26, 2017, the
Debtor filed with the Court a second amended plan of reorganization
and disclosure statement. Under that plan, the Internal Revenue
Service would retain its liens, if any, on the Debtor's property
for pre-petition taxes and would receive payment by the Reorganized
Debtor in monthly installments for a period of 60 months from the
petition date, with interest at 12% in full payment of its claims
due as of the Effective Date.
About P & L Gas
P & L Gas Dispensers LLC was originally opened as P & L Maintenance
as a sole proprietorship with Pedro Gonzalez Navarro as owner. In
2003 the company became P & L Gas Dispensers, LLC, with Mr. Navarro
as the manager of the Debtor, and sole member.
The Debtor filed a Chapter 11 bankruptcy petition (Bankr. S.D. Tex.
Case No. 16-30165) on Jan. 5, 2016. The Debtor is represented by
James Patrick Brady, Esq., at Brady Law Firm.
PACKARD SQUARE: Concurrences for Reconsideration Bids Stricken
--------------------------------------------------------------
Judge Thomas J. Tucker of the U.S. Bankruptcy Court for the Eastern
District of Michigan entered an order striking the concurrences
filed in response to Debtor Packard Square LLC's motions for
reconsideration.
Gaylor Electric, Inc., Welling, Inc., Spittler Strategic Services
and Built Form Architecture, Inc., Kitch Drutchas Wagner Valitutti
& Sherbrook, and Harbor Development LLC filed the "concurrences" in
support of the Debtor's Reconsideration Motions.
The Court will strike all of these "concurrences," because they
each amount to a "response" to the Debtor's Reconsideration
Motions, and as such, are expressly prohibited by E.D. Mich. LBR
9024-1(a)(2) and 9024-1(b). Those local rules state, with respect
to a motion for reconsideration, that "[n]o response to the motion
. . . will be allowed unless the court otherwise orders;" and with
respect to a motion under Civil Rule 59(e), "no response may be
filed . . . unless the court so orders." The Court did not order
that anyone could file a response to either of the Debtor's
Reconsideration Motions.
A copy of Judge Tucker's Order dated Dec. 1, 2017 is available at:
http://bankrupt.com/misc/mieb17-52483-177.pdf
About Packard Square
Packard Square LLC owns a 360,000-square foot mixed-use development
on a six-and-a-half acre site on Packard Street in Ann Arbor,
Michigan. Once completed, the Company expects the project to be
worth approximately $93,500,000.
Packard Square is currently under receivership. A receivership
case, CAN IV Packard Square LLC v. Packard Square LLC, Case No.
16-990-CB, Washtenaw County Trial Court, Honorable Archie C. Brown
presiding, was filed, and on Nov. 1, 2016, McKinley, Inc., was
appointed as receiver.
To recover control of the project, Packard Square LLC filed for
Chapter 11 bankruptcy protection (Bankr. E.D. Mich. Case No.
17-52483) on Sept. 5, 2017, estimating $50 million to $100 million
in assets and less than $50 million in liabilities.
David G. Dragich, Esq., and Amanda Vintevoghel, Esq., at The
Dragich Law Firm PLLC, serve as the Debtor's bankruptcy counsel.
Swistak & Levine, P.C. has been retained as the Debtor's special
counsel.
As of Sept. 6, 2017, no request for appointment of a Chapter 11
trustee or examiner has been made and no official committee has
been appointed.
PACKARD SQUARE: Dismissal of Bankruptcy Case Remains, Ct. Rules
---------------------------------------------------------------
Judge Thomas J. Tucker of the U.S. Bankruptcy Court for the Eastern
District of Michigan denied Debtor Packard Square LLC's motion for
reconsideration regarding the Court's order dismissing its chapter
11 bankruptcy case.
Among other things, the Court finds that the Motion fails to
demonstrate a palpable defect by which the Court and the parties
have been misled and that a different disposition of the case must
result from a correction thereof. The Court also finds that the
Motion does not demonstrate any valid ground for relief from the
Dismissal Order or any other valid ground for relief from the
Dismissal Order. The Motion, in part, seeks to present new
arguments not made, and new evidence not presented, before the
Court entered the Dismissal Order. The Debtor cannot make such
arguments or present such evidence on a motion for reconsideration,
or in a Civil Rule 59(e) motion; but rather, has waived them.
A full-text copy of Judge Tucker's Dec. 1, 2017 Order is available
at:
http://bankrupt.com/misc/mieb17-52483-180.pdf
About Packard Square
Packard Square LLC owns a 360,000-square foot mixed-use development
on a six-and-a-half acre site on Packard Street in Ann Arbor,
Michigan. Once completed, the Company expects the project to be
worth approximately $93,500,000.
Packard Square is currently under receivership. A receivership
case, CAN IV Packard Square LLC v. Packard Square LLC, Case No.
16-990-CB, Washtenaw County Trial Court, Honorable Archie C. Brown
presiding, was filed, and on Nov. 1, 2016, McKinley, Inc., was
appointed as receiver.
To recover control of the project, Packard Square LLC filed for
Chapter 11 bankruptcy protection (Bankr. E.D. Mich. Case No.
17-52483) on Sept. 5, 2017, estimating $50 million to $100 million
in assets and less than $50 million in liabilities.
David G. Dragich, Esq., and Amanda Vintevoghel, Esq., at The
Dragich Law Firm PLLC, serve as the Debtor's bankruptcy counsel.
Swistak & Levine, P.C. has been retained as the Debtor's special
counsel.
As of Sept. 6, 2017, no request for appointment of a Chapter 11
trustee or examiner has been made and no official committee has
been appointed.
PACKARD SQUARE: Renewed Bid to Obtain Post-Petition Financing Nixed
-------------------------------------------------------------------
Judge Thomas J. Tucker of the U.S. Bankruptcy Court for the
District of Michigan entered an order denying Debtor Packard Square
LLC's motion for reconsideration of the Court's order denying its
motion to obtain post-petition financing.
Among other things, the Court finds that the Motion fails to
demonstrate a palpable defect by which the Court and the parties
have been misled and that a different disposition of the case must
result from a correction thereof. The Court also finds that the
Motion does not demonstrate any valid ground for relief from the
DIP Loan Denial Order under Fed. R. Civ. P. 59(e), Fed. R. Bankr.
P. 9023, or any other valid ground for relief from the DIP Loan
Denial Order. The Motion, in part, "merely presents the same issues
ruled upon by the [C]ourt, either expressly or by reasonable
implication," and "will not be granted" on the basis of any such
issues.
Moreover, even if the Court were to consider the merits of the
Debtor's new argument about adequate protection payments, the
argument does not make sense. The monthly adequate protection
payments that the Debtor now says it could make to Canyon would
come from proceeds of the DIP loan that the Debtor would obtain
from Ardent, and according to the new term sheet the Debtor
attached as Exhibit 7 to its reconsideration motion, that loan
still would have to be secured by a priming ("first priority")
lien, with priority over all other liens. So under the Debtor's new
(waived) adequate protection argument, all of the DIP loan money
Debtor would borrow to make monthly payments to Canyon would come
from increasing, dollar for dollar, the amount by which Canyon's
liens would be primed in order to make such payments. In other
words, each time the Debtor borrowed $271,250 to make a monthly
"adequate protection" payment to Canyon, Canyon's liens would be
primed by that same borrowed amount. Then the payment of that
amount to Canyon would merely cancel out that priming, in the same
amount -- in other words, a wash.
The bankruptcy case is in re: PACKARD SQUARE LLC, Chapter 11,
Debtor, Case No. 17-52483 (Bankr. E.D. Mich.).
A full-text copy of Judge Tucker's Order dated Dec. 1, 2017 is
available at https://is.gd/sCfW3i from Leagle.com.
Packard Square LLC, Debtor In Possession, represented by David G.
Dragich -- DDragich@DragichLaw.com -- I. Matthew Miller & Amanda
Carol Vintevoghel.
About Packard Square
Packard Square LLC owns a 360,000-square foot mixed-use development
on a six-and-a-half acre site on Packard Street in Ann Arbor,
Michigan. Once completed, the Company expects the project to be
worth approximately $93,500,000.
Packard Square is currently under receivership. A receivership
case, CAN IV Packard Square LLC v. Packard Square LLC, Case No.
16-990-CB, Washtenaw County Trial Court, Honorable Archie C. Brown
presiding, was filed, and on Nov. 1, 2016, McKinley, Inc., was
appointed as receiver.
To recover control of the project, Packard Square LLC filed for
Chapter 11 bankruptcy protection (Bankr. E.D. Mich. Case No.
17-52483) on Sept. 5, 2017, estimating $50 million to $100 million
in assets and less than $50 million in liabilities.
David G. Dragich, Esq., and Amanda Vintevoghel, Esq., at The
Dragich Law Firm PLLC, serve as the Debtor's bankruptcy counsel.
Swistak & Levine, P.C. has been retained as the Debtor's special
counsel.
As of Sept. 6, 2017, no request for appointment of a Chapter 11
trustee or examiner has been made and no official committee has
been appointed.
PALOMAR HEALTH: Fitch Rates 2017 $153.29MM Revenue Bonds 'BB+'
--------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to the expected issuance
of $56.18 million of certificates of participation (COPs)
Evidencing Proportionate Undivided Ownership Interests of the
Holders Thereof in Installment Payments to be Paid by Palomar
Health (PH or the district) and $153.29 million of Palomar Health
refunding revenue bonds, series 2017.
Additionally, Fitch has affirmed the 'BB+' Issuer Default rating
(IDR) on the district, the 'BB+' rating on PH's outstanding revenue
bonds and series 2007A, 2009A, and 2010A general obligation (GO)
bonds.
The Rating Outlook is Positive for the ratings mentioned above.
Fitch has also affirmed the 'AAA' rating on the series 2016A&B GO
bonds based on pledged special revenue analysis. The Rating Outlook
on the series 2016A&B bonds is Stable.
The bonds are expected to sell as fixed rate the week of Dec. 18
via negotiation. The series 2017 refunding revenue bonds will be
used to refund series 2010 COPs for savings. The series 2017 COPs
will be used to finance design, construction, acquisition and
improvement of hospital and healthcare facilities.
SECURITY
Revenue bonds are secured by a gross revenue pledge of the
obligated group (OG). Gross revenues exclude property tax revenue.
The OG consists of PH's acute care facilities as well as other
healthcare related entities and will include Arch Health Partners
(AHP), a medical foundation as of fiscal 2018 (June 30 year-end).
GO bonds are payable from an unlimited ad valorem property tax that
was approved by the voters in the district in a 2004 election.
KEY RATING DRIVERS
SOUND AND IMPROVING PERFORMANCE: PH improved its fiscal 2016 and
2017 profitability through performance improvement initiatives.
Maintenance of the Positive Outlook reflects Fitch expectations for
sustained profitability and liquidity growth associated with PH's
service consolidation.
SERVICE CONSOLIDATION: In June 2015, the board of directors
approved closure of the 295-bed Palomar Medical Center Downtown
Escondido (PMCDE) in Escondido. State regulatory requirements
contributed to delays in the full closure of PMCDE. Fitch expects
PH to realize meaningful savings once the full consolidation is
complete (by March 2019) based on resource allocation
efficiencies.
GOOD MARKET POSITION: PH maintains a dominant 51% market share
within its North San Diego County primary service territory and
benefits from strategic affiliations with Kaiser Foundation
Hospitals, Kindred Rehabilitation Services, the Mayo Clinic Network
and Rady Children's Hospital. Its medical foundation, AHP provides
a primary care base that will be integral in care coordination.
PLEDGED SPECIAL REVENUE ANALYSIS: Fitch rates the district's GO
refunding bonds, series 2016A and 2016B 'AAA' based on a dedicated
tax analysis without regard to district or hospital financial
operations. Fitch has been provided with legal opinions by district
counsel that provide a reasonable basis for concluding that the tax
revenues are levied to repay the bonds would be considered pledged
special revenues in the event of a district bankruptcy.
CERTAIN GO BONDS CAPPED AT IDR: Series 2007A, 2009A, and 2010A GO
bonds are capped at PH's IDR absent comparable legal opinions as
these bonds would not be protected by a pledge of special revenues,
leaving them subject to an automatic stay in the unlikely event of
the district's insolvency.
STRONG ECONOMIC RESOURCE BASE: The economic resource base
supporting the district's GO bonds is strong, diverse, and growing.
The tax base grew 200% between fiscal years 1999 and 2018. The
unlimited nature of the tax offsets any concern about tax base
volatility.
RATING SENSITIVITIES
IMPROVED LIQUIDITY: The continuation of solid operating performance
and improved liquidity would likely result in upward rating
movement of the 'BB+' rating over the next two years.
TAX BASE DRIVES GO SECURITY RATING: The district's 'AAA' rating on
the GO refunding bonds, series 2016A and 2016B could come under
downward pressure in a significant and long-lasting decline in the
district's tax base and economy, which Fitch considers unlikely.
CREDIT PROFILE
PH is California's largest local health care district serving
approximately 539,000 residents over approximately 800 square miles
of northern inland San Diego County. The service area is primarily
residential, with some light industrial and commercial activity. PH
owns and operates two hospitals in northern San Diego County:
286-bed Palomar Medical Center Escondido that opened in August 2012
and 95-bed Palomar Medical Center Poway(PMCP); as well as a
downtown campus hospital that is currently in transition to close.
PH also owns and operates Villa Pomerado - a 129-bed skilled
nursing facility that is located adjacent to PMCP. AHP is a medical
foundation with 60 FTE physicians in eight clinic locations
providing alignment between PH and its physicians.
Fitch's financial analysis is based on the consolidated entity and
excludes the GO bonds and related property tax revenue and interest
expense since the GO debt is self-supporting. Fiscal 2017 (June 30
year-end) operating revenues total $803 million. As a California
healthcare district, PH receives unrestricted tax revenues that
account for about 2% of its operating revenue.
SOUND FINANCIAL PROFILE
Unrestricted cash and investments of $223.7 million (June 30, 2017)
reflect four years of steady growth and equate to 106.9 days cash
on hand (DCOH), favorable to Fitch's below investment grade ('BIG')
category median of 87.5 days. However, cash-to-debt of 37.7% as of
June 30, 2017 is unfavorable to Fitch's 'BIG' category median of
58.7% reflecting PH's elevated leverage.
Operating EBITDA margins of 9.7% in fiscal 2016 and 9.1% in fiscal
2017 represent progressive improvement over the past four years
driven by a focus on operating efficiencies. Near term improvement
initiatives are focused on revenue cycle savings and PH projects
achievement of its 9.2% operating EBITDA target for fiscal 2018.
Fitch expects the PMCDE closure and service consolidation to
provide additional savings by 2020. The remaining services at PMCDE
(radiation therapy, acute rehabilitation, and behavioral health)
will be transitioned to other facilities.
MANAGEABLE DEBT BURDEN; ELEVATED LEVERAGE
Total debt outstanding of $1.2 billion (Sept. 30, 2017) consists of
revenue bonds ($566 million) and GO bonds ($619 million).
Outstanding revenue bonds are 70% fixed rate and 30% variable rate
(auction mode; series 2006). PH has three fixed payor interest rate
swaps with Citi related to the series 2006 bonds and the swaps are
insured by Assured Guaranty. There are currently no collateral
posting requirements, but if Assured Guaranty's rating falls below
the 'A' category, collateral posting would be required at a zero
threshold. There is an additional termination event if Assured
Guaranty's rating falls below 'BBB'. The mark to market value on
the swap as of June 30, 2017 was negative $26.5 million.
The $56 million new money Series 2017 revenue bond issuance will
finance the design, construction, acquisition and improvement of
hospital and healthcare facilities to enhance the district's
competitive profile. Maximum annual debt service (MADS) remains
materially unchanged due to the refunding bond savings and
structure of the series 2017 bond terms through fiscal 2048.
Routine capital needs average $15 million per year over the next
several years and will be funded through cash flow.
Leverage is elevated as measured by debt to capitalization of 76.3%
as of June 30, 2017 (77.5% inclusive of the series 2017 new money
issuance) in relation to Fitch's 'BIG' median of 56%.
Pro forma MADS of $39.4 million is covered 1.9x by fiscal 2017
operating EBITDA, consistent with the BIG category median of 1.8x.
GO BOND ANALYSIS
The specific features of the GO refunding bonds, series 2016A and
2016B meet Fitch's criteria for rating special revenue obligation
debt without consideration of the district's general credit
quality. Fitch believes bondholders are effectively insulated from
hospital operations risk as expressed in its IDR. Fitch sets a high
bar for considering local government tax-supported debt to be
secured by special revenues, which provide security that survives
the filing of a municipal bankruptcy (in preservation of the lien)
and benefit from relief from the automatic stay provision of the
bankruptcy code. Fitch gives credit to special revenue status only
if, in its view, the overall legal framework renders remote a
successful challenge to the status of the debt as secured by
special revenues under Section 902 (2) (e) of the U.S. Bankruptcy
Code.
Fitch has identified a number of elements it considers sufficient
to reduce the incentive to challenge the special revenue status
given the definitions outlined in the bankruptcy code. These
include clear restrictions on the use of pledged revenues for
identified projects and clear separation from the entity's
operations. Fitch has undertaken an extensive review of the
statutory provisions that govern the use of the pledged property
tax revenues. Those provisions, along with the legal documents
governing the bond issuance, provide sufficient strength for Fitch
to rate the district's GO bonds higher than its IDR. As a result,
Fitch analyzes the GO refunding bonds, series 2016A and 2016B as
dedicated tax bonds. This analysis focuses on the district's
economy, tax base, and debt burden without regard to the IDR. Fitch
typically calculates the ratio of available revenues to debt
service for dedicated tax bonds, but the unlimited nature of the
tax rate pledge on the district's bonds eliminates the need for
such calculations.
The district's bond counsel has determined that it cannot opine
that the district's outstanding GO bonds election of 2004, series
2007A, 2009A, and 2010A are secured by a pledge of special
revenues. These outstanding GO bonds would not be protected by a
pledge of the special revenues, leaving them subject to the
automatic stay upon a potential insolvency of the district. Absent
an opinion that the tax revenues constitute pledged special
revenues under Chapter 9, the series 2007A, 2009A, and 2010A GO
bonds cannot be rated distinct from and higher than the IDR.
GROWING TAX BASE
The district's tax base is strong, having grown 200% between fiscal
years 1999 and 2018. An almost 6% recessionary decline through
fiscal 2013 has been more than offset by a strong 30% rebound
through fiscal 2018 when taxable assessed valuation (TAV) nearly
reached $80 billion.
The ability to make debt service payment is unlikely to be reduced
by expected cyclical variations in the tax base and economy. The
district's service area retains good potential for long-term growth
due to its location, availability of relatively affordable land for
development, and a growing labor force. There is no taxpayer
concentration; the top 10 property taxpayers collectively accounted
for less than 3% of fiscal 2018 TAV. Approximately three quarters
of the tax base is residential.
Tax rates are low and unlikely to rise to a level that would
pressure the rating even under relatively severe stress scenarios.
The general tax rate of 1% of TAV is capped by Proposition 13 and
cannot be increased. The total levy, including debt service
overrides for the district and overlapping jurisdictions, is low
and varies automatically with debt service and TAV changes. Fitch
considers the tax base to be very unlikely to suffer losses that
would meaningfully erode repayment capacity.
While wealth levels within the district vary considerably, all
residents are well located to benefit from employment opportunities
in the growing, diverse economies of both San Diego and southern
Orange Counties.
VARIATION FROM PUBLISHED CRITERIA
Fitch applied a variation to its 'U.S. Public Finance Tax-Supported
Rating Criteria' in assigning the security rating above PH's IDR.
Even though bondholders have a claim on general revenues of the
district, the presence of the statutory lien serves as an effective
mitigant, resulting in an overall structure that Fitch believes
sufficiently reduces the incentive to challenge the bonds' special
revenue status under 902(2)(E) in a bankruptcy. Statutory liens
survive bankruptcy filing in the same way that special revenue
status would.
Outstanding Debt:
Bonds rated 'BB+'/Positive Outlook:
-- $241,390,000 refunding revenue bonds series 2016;
-- $156,175,000 COPs series 2010;
-- $180,000,000 COPs series 2006A-C;
-- $64,916,679 GO bonds election of 2004 series 2010A;
-- $110,000,000 GO bonds election of 2004 series 2009A;
-- $66,083,319 GO bonds election of 2004 series 2007A.
Bonds rated 'AAA'/Stable Outlook:
-- $46,345,000 GO refunding bonds series 2016A;
-- $162,835,000 GO refunding bonds 2016B.
PASSAGE HEALTHCARE: Stay Not Applicable to Welltower Lease
----------------------------------------------------------
Judge Frank W. Volk of the U.S. Bankruptcy Court for the Southern
District of West Virginia granted creditor Welltower Inc.'s motion
to determine that the automatic stay does not apply to recovery of
possession or for stay relief. In light of this ruling, the motion
filed by Passage Healthcare Property, LLC, Passage Longwood Manor
Operations, LLC, Passage Midland Meadows Operations, LLC, Passage
Village of Laurel Run Operations, LLC to extend the automatic stay
and for preliminary injunction is denied.
Passage leases and operates three healthcare facilities owned by
Welltower. The facilities are Midland Meadows in West Virginia, The
Village of Laurel Run, and Longwood Manor, both of which are in
Pennsylvania. The facilities provide assisted living, skilled
nursing, independent living and dementia care for over 400
residents.
On August 4, 2015, Welltower and Passage Healthcare Property, LLC,
entered into the Amended and Restated Master Lease that is central
to this dispute. In sum, Welltower leased the facilities to Passage
Property, the tenant, which in turn subleased them to the three
affiliated subtenants, Passage Midland Meadows Operations, LLC,
Passage Village of Laurel Run Operations, LLC, and Passage Longwood
Manor Operations, LLC. The Master Lease is representative of the
customary leases found in the senior living industry.
The four Passage entities are owned by Passage Healthcare LLC. The
members of Passage Healthcare, a non-debtor, are Andrew Turner and
William F. Lasky. Passage Healthcare's sole business is its
ownership of Passage and managing the facilities pursuant to the
subleases with the three Passage subtenants. Each of the Passage
subtenants is a guarantor of Passage Property’s Master Lease
obligations.
Here, the Court analyzes which sovereign's law controls whether the
Master Lease was terminated. Second, the Court addresses whether
the Master Lease was lawfully terminated according to the chosen
law. Third, the Court will ascertain whether the Master Lease is a
"nonresidential lease" under the affected sections of the
Bankruptcy Code.
After a thorough analysis, the Court finds that the Master Lease is
subject to Ohio law alone. West Virginia would not "require the
application of" its laws here under McDowell Pharmacy. First, the
provision bears a substantial relationship to the chosen
jurisdiction. Binding precedent teaches that relationship is
supplied by one of the contracting parties planting its flag in the
designated jurisdiction. Inasmuch as Welltower's headquarters and
principal place of business are in Ohio, Section 24.6, and the
Master Lease generally, bear a substantial relationship to that
Sovereign's laws. Second, neither Section 24.6 nor the Master Lease
offend West Virginia public policy. The parties' negotiation of the
Master Lease, the termination procedure found therein, and the
substance that gives rise to the termination procedure are all
unremarkable in a commercial setting and were not enforced in a
high-handed or suspect manner. Just the opposite is true, as more
fully discussed in the next part. Accordingly, Ohio law governs the
Master Lease, including Welltower's right of termination.
Passage asserts that the Master Lease's termination provisions
constitute a prohibited "dragnet" forfeiture clause under West
Virginia law, thus presumably resulting in a violation of public
policy that might change the choice-of-law analysis. It is true, as
Passage contends, that the law does not favor forfeiture. The
circumstances here, however, do not give rise to the wholesale
forfeiture concerns expressed in West Virginia law. Foremost, the
termination here was not a technical one that unexpectedly brought
down the Passage "house of cards." It was instead based upon
specific, deliberate, and serious defaults that were long
occurring, spelled out in the default notice, and reiterated in a
termination letter. It comes as no surprise then that they would be
expected to give rise to the precise actions taken by Welltower. In
sum, this was a sufficiently detailed and progressive default under
West Virginia law and certainly not so suspect that it would amount
to a violation of public policy to the point of eviscerating the
parties' mutual choice-of-law bargain. The Master Lease was
lawfully terminated in accordance with law and its negotiated
terms.
Finally, the Court concludes that the Master Lease is
nonresidential in nature. Based upon the Court's earlier conclusion
that the Master Lease was effectively terminated prepetition, the
Master Lease is not property of the estate, and the automatic stay
does not prevent Welltower from obtaining possession of the leased
properties.
Accordingly, there is no insolvency-related bar to continuation of
the receivership proceeding by Welltower in service of its as-yet
unadjudicated rights to recover possession of the facilities and
transition to a new lessee.
A full-text copy of the Court's Findings of Fact and Conclusions of
Law dated Dec. 1, 2017 is available at:
http://bankrupt.com/misc/wvsb3-17-30092-544.pdf
About Passage Midland, et al.
Passage Healthcare -- http://passagehealthcare.net-- is a senior
living care provider founded in 2013 by Andrew Turner and William
Lasky.
Passage Midland Meadows Operations, LLC and three affiliates filed
separate Chapter 11 bankruptcy petitions (Bankr. S.D. W.Va. Lead
Case No. 17-30092) on March 13, 2017. The affiliates are Passage
Healthcare Property, LLC; Passage Longwood Manor Operations, LLC;
and Passage Village of Laurel Run Operations, LLC.
The Debtors operate a senior health care facility in Pennsylvania
known as The Village of Lauren Run.
The petitions were signed by Andrew Turner, member-manager of
Passage Healthcare, LLC, manager of Passage Midland.
Passage Midland estimated $0 to $50,000 in assets and $1 million to
$10 million in liabilities as of the bankruptcy filing.
The Hon. Frank W. Volk presides over the cases.
Jackson Kelly PLLC is the Debtors' bankruptcy counsel. Capozzi
Adler, PC, is the Debtors' special counsel, required to provide
services related to Pennsylvania regulatory and licensing
compliance and Medicare, and Medicaid payment and compliance.
Judy A. Robbins, the U.S. Trustee for Region 4, appointed Margaret
Barajas as the Patient Care Ombudsman for two of the Debtors:
Passage Village of Laurel Run Operations and Passage Longwood Manor
Operations.
An official committee of unsecured creditors has not been appointed
in the Debtors' cases, according to a court docket.
PEEKAY ACQUISITION: Plan Confirmed, Declared Effective
------------------------------------------------------
The Joint Plan of Liquidation of Peekay Acquisition, LLC, et al.,
was declared effective on November 22, 2017. All conditions
precedent to the occurrence of the Effective Date of the Plan have
been satisfied.
Judge Brendan Shannon confirmed the Debtors' Joint Plan on November
15, 2017.
BankruptcyData.com related that according to documents filed with
the Court, "The Global Settlement forms the foundation of the Plan,
which provides for the Sale of substantially all of the Debtors'
assets to the Buyer, subject in all respects to higher or otherwise
better offers, the Buyer's assumption of certain liabilities in the
Asset Purchase Agreement, provides for certain consideration to be
paid by the Buyer directly to certain holders of Claims, and for
the consensual and expedited wind-down of the Debtors' Estates and
Confirmation of the Plan. In addition, the Plan, if consummated,
will consummate the Term B Loan Claims Settlement." In addition,
"On the Effective Date, Buyer shall issue a promissory note (the
'Term B Loan Claims Note') for the benefit of Term B Lenders
holding Allowed Term B Loan Claims The Term B Loan Claims Note
shall have the following terms: (i) principal amount: $400,000;
(ii) no payment of interest; (iii) four (4) year term.' Class 4
Term B Loan Claims will receive no distribution from the Debtors or
their Estates under the Plan."
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 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.
PEEKAY BOUTIQUES: SSG Acted as Investment Banker in Asset Sale
--------------------------------------------------------------
SSG Capital Advisors, LLC ("SSG") acted as the investment banker to
Peekay Boutiques, Inc., in the sale of substantially all of its
assets to an affiliate of Peekay's senior secured lenders (the
"Term A Lenders"). The sale was effectuated through a confirmed
Chapter 11 Plan in the U.S. Bankruptcy Court for the District of
Delaware. The transaction closed in November 2017.
Peekay, based in Auburn, Washington, is a leading operator of
sexual health and wellness retail locations in the Southern and
Western United States. The Company operates over forty stores
under four banners including Condom Revolution, Lovers, A Touch of
Romance and Christal's. Peekay's bespoke retail experience
features a curated collection of products designed to promote
intimacy and sexual wellness. This personalized experience is
facilitated by highly trained and knowledgeable sales associates
who educate consumers in a professional, fun and comfortable retail
environment.
Through a combination of acquisitions and capital investments, the
Company developed a profitable and industry leading retail network.
However, its acquisitive strategy relied on a highly levered and
unsustainable capital structure. The Company engaged in several
unsuccessful restructuring initiatives and retained SSG in November
2016 to explore strategic alternatives, including a sale of
substantially all of its assets.
In August 2017, Peekay filed for Chapter 11 protection in the
District of Delaware. SSG conducted a comprehensive marketing
process which resulted in a wide range of potential strategic and
financial buyers. While significant interest was expressed, the
stalking horse credit bid submitted by the Term A Lenders was
determined to be the highest and best price for substantially all
of the Company's assets. SSG's industry knowledge from prior
transactions and experience with efficient Chapter 11 sale
processes enabled the Company to maximize the value of the assets.
Other professionals who worked on the transaction include:
* Adam G. Landis, Matthew B. McGuire, Joseph D. Wright and
Kimberly A. Brown of Landis, Rath & Cobb LLP, counsel to Peekay
Boutiques, Inc.;
* Albert Altro, John Sharpe, Matthew Rocha and Mark Thompson of
Traverse LLC, Chief Restructuring Officer and Financial Advisor to
Peekay Boutiques, Inc.;
* Steven J. Reisman, Shaya Rochester and Joshua S. Geller* of
Curtis, Mallet-Prevost, Colt & Mosle LLP, counsel to the Term A
Lenders;
* Mark D. Collins and Brendan J. Schlauch of Richards, Layton &
Finger, PA, co-counsel to the Term A Lenders;
* James H. Millar and Steven K. Kortanek of Drinker Biddle &
Reath LLP, counsel to the Term B Lenders;
* Bonnie Pollack, S. Jason Teele and Nicole Stefanelli of
Cullen and Dykman LLP, counsel to the Official Committee of
Unsecured Creditors;
* Christopher M. Samis, L. Katherine Good, Kevin F. Shaw and
Aaron H. Stulman of Whiteford, Taylor & Preston LLP, co-counsel to
the Official Committee of Unsecured Creditors;
* Sheon Karol, Ari Fuchs and Claudia Levine of The DAK Group,
financial advisor to the Official Committee of Unsecured Creditors;
and
* Jeremy W. Ryan and R. Stephen McNeill of Potter Anderson &
Corroon LLP, counsel to Cortland Capital Market Services, LLC.
*As of October 2017, Chief Legal Officer at AxiomSL
About SSG Capital Advisors
SSG Capital Advisors, LLC, is an independent boutique investment
bank that assists middle-market companies and their stakeholders in
completing special situation transactions. It provides its clients
with comprehensive investment banking services in the areas of
mergers and acquisitions, private placements, financial
restructurings, valuations, litigation and strategic advisory. SSG
has a proven track record of closing over 300 transactions in North
America and Europe and is a leader in the industry.
Securities are offered through SSG Capital Advisors, LLC (Member
SIPC, Member FINRA). All other transactions are effectuated
through SSG Advisors, LLC, both of which are wholly owned by SSG
Holdings, LLC. SSG is a registered trademark for SSG Capital
Advisors, LLC and SSG Advisors, LLC.
About 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 debt 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.
PELLERIN ENERGY: Sale of Business Assets for $195K Credit Bid OK'd
------------------------------------------------------------------
Judge Robert Summerhays of the U.S. Bankruptcy Court for the
Western District of Louisiana authorized Pellerin Water Solutions,
LLC and Pellerin Energy Rentals, LLC to sell business assets to MAR
Capital, LLC, for a credit bid of $194,590 plus administrative cost
in cash not to exceed the amount of $71,000.
A hearing on the Motion was held on Nov. 14, 2017.
The sale is "as is," without any warranty of any kind or nature
even as to title and/or return of all or any part of the purchase
price, and free and clear of all Liens.
The Purchaser will assume no Liabilities and Obligations of the
Seller except the following Liabilities and Obligations, which it
will assume and pay, perform and discharge in accordance with their
respective terms: (i) all Property Taxes and assessments on the
Purchased Assets that relate to the Post-Closing Period; (ii)
warranties incident to contracts that were performed by the seller
for customers; and (iii) the Purchaser reserves the rights to
assume or reject any current, prior or previously existing leases,
executory contracts, executory rights, permitted access or mineral
and drilling rights contracted with third parties.
The Sale Order will be immediately effective and executory upon
entry on the docket of the record of the case, and that the 14-day
stay provided by FED. R. BANKR. P. 6004(h) will be abrogated and
waived by the Sale Order, so as to allow the Debtor through its CRO
and MAR to proceed immediately to effectuate the closing and
transfers.
As the Debtor representative, Martin A. Schott, the Chief
Restructuring Officer, is deemed to be released by MAR upon entry
of the Sale Order, except that MAR will retain the right to enforce
the terms of the sale and the Sale Order.
The partial release or cancellation of the lease entry which is to
be partially cancelled by the Lafayette Parish, Clerk of Court, is
for title purposes only and consistent with the Debtor's motion to
sell property at auction, free and clear of certain liens,
encumbrances, claims and interests.
About Pellerin Energy Rentals
Pellerin Energy Rentals, LLC, and Pellerin Water Solutions, LLC,
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
W.D. La. Case Nos. 17-50902 and 17-50903) on July 14, 2017. Martin
A. Schott, their chief restructuring officer, signed the petitions.
The Debtors are owned principally by a third debtor, Pellerin
Energy Group LLC (Bankr. W.D. La. Case No. 17-50233), which is
itself a debtor in possession in the Court.
At the time of the filing, Pellerin Energy Rentals estimated assets
and liabilities of less than $50,000. Pellerin Water Solutions
estimated less than $50,000 in assets and less than $500,000 in
liabilities.
PERFORMANCE SPORTS: Files Chapter 11 Plan Supplement
----------------------------------------------------
Old PSG Wind-down Ltd., formerly, Performance Sports Group Ltd., on
Dec. 5, 2017, disclosed that it has filed a plan supplement (the
"Plan Supplement") to the first amended joint Chapter 11 plan of
liquidation (together with the Plan Supplement, the "Plan") for the
Company and its affiliated debtors (collectively, the "Debtors") in
their jointly administered Chapter 11 cases pending in the United
States Bankruptcy Court for the District of Delaware (the
"Bankruptcy Court"). The Plan Supplement contains certain
documents relevant to the implementation of the Plan and the
transactions contemplated by the Plan.
If the Plan is accepted by the necessary number and amount of the
Debtors' stakeholders entitled to vote, the Debtors will seek
confirmation of the Plan by the Bankruptcy Court and a companion
distribution and approval order (the "CCAA Approval Order") from
the Ontario Superior Court of Justice (Commercial List) (the
"Canadian Court"), under the Companies' Creditors Arrangement Act,
to effectuate the Plan in the United States and Canada,
respectively. A joint hearing before the Bankruptcy Court and the
Canadian Court to confirm the Plan and obtain the CCAA Approval
Order is currently scheduled to be heard on December 20, 2017.
The Plan, including the Plan Supplement and related materials, is
available on https://cases.primeclerk.com/PSG and
www.ey.com/ca/psg.
About Performance Sports
Exeter, N.H.-based Performance Sports Group Ltd. --
http://www.PerformanceSportsGroup.com/-- is a developer and
manufacturer of ice hockey, roller hockey, lacrosse, baseball and
softball sports equipment, as well as related apparel and soccer
apparel.
On Oct. 31, 2016, Performance Sports Group Ltd. and certain of its
affiliates filed voluntary petitions under Chapter 11 of the
Bankruptcy Code in the District of Delaware and commenced
proceedings under the Companies' Creditors Arrangement Act in the
Ontario Superior Court of Justice.
The U.S. Debtors are: BPS US Holdings Inc.; Bauer Hockey, Inc.;
Easton Baseball/Softball Inc.; Bauer Hockey Retail Inc.; Bauer
Performance Sports Uniforms Inc.; Performance Lacrosse Group Inc.;
BPS Diamond Sports Inc.; and PSG Innovation Inc.
The Canadian Debtors are: Performance Sports Group Ltd.; KBAU
Holdings Canada, Inc.; Bauer Hockey Retail Corp.; Easton
Baseball/Softball Corp.; PSG Innovation Corp. Bauer Hockey Corp.;
BPS Canada Intermediate Corp.; BPS Diamond Sports Corp.; Bauer
Performance Sports Uniforms Corp.; and Performance Lacrosse Group
Corp.
The Debtors hired Paul, Weiss, Rifkind, Wharton & Garrison LLP as
counsel; Young Conaway Stargatt & Taylor, LLP as co-counsel;
Stikeman Elliott LLP as Canadian legal counsel; Centerview LLP as
investment banker to the special committee; Alvarez & Marsal North
America, LLC, as restructuring advisor; Joele Frank, Wilkinson,
Brimmer, Katcher as communications & relations advisor; KPMG LLP as
auditors; and Prime Clerk LLC as notice, claims, solicitation and
balloting agent.
Ernst & Young LLP is the monitor in the CCAA cases. The Monitor
tapped Thornton Grout Finnigan LLP, Allen & Overy LLP, and Buchanan
Ingersoll & Rooney PC as attorneys.
Andrew R. Vara, Acting U.S. Trustee for Region 3, on Nov. 10, 2016,
appointed three creditors of BPS US Holdings, Inc., parent of
Performance Sports, to serve on the official committee of unsecured
creditors. The Creditors' Committee retained by Blank Rome LLP as
counsel, Cassels Brock & Blackwell LLP as Canadian co-counsel, and
Province Inc. as financial advisor.
The U.S. Trustee appointed a committee of equity security holders.
The equity committee is represented by Natalie D. Ramsey, Esq., and
Mark A. Fink, Esq., at Montgomery, McCracken, Walker & Rhoads, LLP;
and Robert J. Stark, Esq., Steven B. Levine, Esq., James W. Stoll,
Esq., and Andrew M. Carty, Esq., at Brown Rudnick LLP.
The U.S. Court appointed M.J. Renick & Associates LLC as the fee
examiner.
* * *
As reported by the Troubled Company Reporter, effective as of Feb.
27, 2017, the Company consummated the sale of substantially all of
the assets of the Company and its North American subsidiaries,
including its European and global operations, pursuant to an asset
purchase agreement, dated as of Oct. 31, 2016, as amended, by and
among the Sellers, 9938982 Canada Inc., an acquisition vehicle
co-owned by affiliates of Sagard Holdings Inc. and Fairfax
Financial Holdings Limited, and the designated purchasers party
thereto, for a base purchase price of US$575 million in aggregate,
subject to certain adjustments, and the assumption of related
operating liabilities.
The transaction was the culmination of the process commenced by the
Sellers pursuant to creditor protection proceedings launched on
Oct. 31, 2016, in the Ontario Superior Court of Justice under the
Companies' Creditors Arrangement Act, and in the U.S. Bankruptcy
Court for the District of Delaware under Chapter 11 of the
Bankruptcy Code, as amended.
The Company conducted a court-supervised sale and auction process
as part of its Canadian and U.S. court proceedings. The bid made
by the Purchaser served as the "stalking horse" bid for purposes of
the process and was ultimately determined to be the successful bid
in accordance with the related court approved bidding procedures.
In accordance with, and pursuant to, the terms and conditions of
the Agreement, the Company has changed its name to "Old PSG
Wind-down Ltd." from "Performance Sports Group Ltd." effective as
of March 20, 2017. BPS US Holdings Inc. changed its name to Old
BPSUSH Inc.
On Aug. 25, 2017, the Debtors filed their original Plan of
Liquidation and related Disclosure Statement. On Oct. 19, 2017,
the Debtors filed their modified Plan of Liquidation and modified
Disclosure Statement.
PHOENIX OF TENNESSEE: Asset Auction Scheduled for Dec. 21
---------------------------------------------------------
Gordon Brothers on Dec. 7, 2017, disclosed that it has received
bankruptcy court approval to sell certain assets owned by Phoenix
of Tennessee, Inc. as part of an alliance with Ritchie Bros.
Auctioneers (nyse and tsx:RBA). Phoenix of Tennessee is a
full-service telecommunications construction company that filed
bankruptcy in the Middle District of Tennessee in September
following a decline in its business. Gordon Brothers and Ritchie
Bros. will sell the assets on an agency basis at auction. The
assets include pickup trucks, service vehicles and trailers. The
auction will take place in Nashville, Tenn. on December 21, 2017.
For inquiries or to view the available equipment please visit
rbauction.com or contact +1 (615) 453-4549.
About Gordon Brothers
Since 1903, Gordon Brothers -- http://www.gordonbrothers.com-- has
helped lenders, operating executives, advisors, and investors move
forward through change. The firm brings a powerful combination of
expertise and capital to clients, developing customized solutions
on an integrated or standalone basis across four service areas:
valuations, dispositions, operations, and investments. Whether to
fuel growth or facilitate strategic consolidation, Gordon Brothers
partners with companies in the retail, commercial, and industrial
sectors to put assets to their highest and best use. Gordon
Brothers conducts more than $70 billion worth of dispositions and
appraisals annually. Gordon Brothers is headquartered in Boston,
with 25 offices across four continents.
About Ritchie Bros.
Established in 1958, Ritchie Bros. (nyse and tsx:RBA) --
http://www.RitchieBros.com-- is a global asset management and
disposition company, offering customers end-to-end solutions for
buying and selling used heavy equipment, trucks and other assets.
Operating in a multitude of sectors, including construction,
transportation, agriculture, energy, oil and gas, mining, and
forestry, the company's selling channels include: Ritchie Bros.
Auctioneers, the world's largest industrial auctioneer offers live
auction events with online bidding; IronPlanet, an online
marketplace with featured weekly auctions and providing its
exclusive IronClad Assurance(R) equipment condition certification;
Marketplacee, an online marketplace offering multiple price and
timing options; Mascus, a leading European online equipment listing
service; and Ritchie Bros. Private Treaty, offering privately
negotiated sales. The company also offers sector-specific
solutions including GovPlanet, TruckPlanet, Kruse Energy
Auctioneers, and Cat [(R)] auctions, plus equipment financing and
leasing through Ritchie Bros. FinancialServices.
About Phoenix of Tennessee
Headquartered in Nashville, Phoenix of Tennessee, Inc. --
http://phoenixoftn.com/-- is a full service telecommunication
construction company that provides comprehensive services and
solutions required to build, enhance, maintain, and audit
telecommunication network infrastructures.
Phoenix of Tennessee filed a Chapter 11 petition (Bankr. M.D. Tenn.
Case No. 17-06102) on Sept. 7, 2017. The petition was signed by
Kyle D. Waites, its president. At the time of filing, the Debtor
estimated $100,000 to $500,000 in total assets and $1 million to
$10 million in total liabilities.
The Hon. Marian F Harrison presides over the case.
The Debtor is represented by R. Alex Payne, Esq., at Dunham
Hildebrand, PLLC, as counsel.
PHYSICAL PROPERTY: Voluntarily Delists Common Shares
----------------------------------------------------
Physical Property Holdings Inc. has filed a Form 15 with the
Securities and Exchange Commission notifying the termination of
registration of the Company's common stock, $0.001 par value, under
Section 12(g) of the Securities Exchange Act of 1934. As of Dec.
6, 2017, there were 446 holders of record of the Company's Common
Shares.
About Physical Property
Physical Property Holdings Inc. (PPYH.PK) is a Hong Kong-based real
estate company. The company buys, sells, invests in and rents real
estate in Hong Kong with five residential apartments in the area.
Physical Property reported a loss and total comprehensive loss of
HK$730,000 on HK$1.08 million of rental income for the year ended
Dec. 31, 2016, compared with a net loss and total comprehensive
loss of HK$795,000 on HK$1.07 million of rental revenue for the
year ended Dec. 31, 2015.
As of Sept. 30, 2017, Physical Property had HK$8.59 million in
total assets, HK$13.01 million in total liabilities, all current
and a HK$4.41 million total stockholders' deficit.
Mazars CPA Limited, in Hong Kong, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2016, citing that the Company had a negative working
capital as of Dec. 31, 2016, and incurred losses for the year then
ended, which raised substantial doubt about its ability to continue
as a going concern.
PIONEER HEALTH: Sale of All Medicomp Assets to EnduraCare Approved
------------------------------------------------------------------
Judge Neil P. Olack of the U.S. Bankruptcy Court for the Southern
District of Mississippi authorized Pioneer Health Services, Inc.'s
sale of substantially all assets of Medicomp, Inc., outside the
ordinary course of business to EnduraCare Acute Care Service, LLC
for $1,045,500.
Greg Hagood, on behalf of the Debtor, conducted the auction sale of
the Medicomp Assets on Nov. 21, 2017 at 10:30 a.m. Enduracare and
2083 Therapy, LLC made the highest and best bids for the Assets.
The bid of EnduraCare is comprised of the following components: (i)
$700,000, which will be paid in cash at Closing; (ii) $230,000,
which will be paid on Dec. 31, 2017; and (iii) an assumption of all
of the Debtor's post-petition paid time off administrative expense
obligations to its employees (estimated for purposes of the sale to
be $115,500). 2083 Therapy provided for a total consideration of
$1,100,000.
The sale is free and clear of all Liens.
The Order constitutes a final order. Notwithstanding Bankruptcy
Rules 6004(h) and 6006(d), the Court expressly finds that there is
no just reason for delay in the implementation of the Order and
expressly directs entry of judgment as set forth therein.
At Closing, EnduraCare is directed to pay the Purchase Price and
any other consideration then due under the EnduraCare APA to
Medicomp.
The Debtor is authorized and directed to pay (i) cure costs to
Cigna Health and Life Insurance Co. in the sum of $1,482 (which
payment is also provided for in a separate Agreed Order Granting
Motion for Authority to Assume, and to Assign, Executory Contracts
and Unexpired Leases); and (ii) Leasing Innovations, Inc. the sum
of $7,450 representing the interests of Leasing Innovations in
equipment at the Debtor's Early, Georgia physical therapy location,
as more particularly described in that certain Invoice No. 1, dated
Nov. 30, 2017, and the sum of $10,874 to Leasing Innovations for
its interest in the Debtor's physical therapy equipment at Patrick
County, Virginia, as more particularly described in that certain
Memo, dated Oct. 4, 2017.
The Closing Date of the sale transaction contemplated by the Order
is established as on Nov. 30, 2017.
The objection filed the UST is resolved by the following:
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
Requirement.
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.
PIONEER HEALTH: Taps Lefoldt & Co., Appoint CRO & CFO
-----------------------------------------------------
Pioneer Health Services, Inc. seeks approval from the U.S.
Bankruptcy Court for the Southern District of Mississippi to hire
Lefoldt & Co., P.A. and appoint H. Kenneth Lefoldt, Jr. as chief
restructuring officer and chief financial officer.
Mr. Lefoldt, a shareholder of Lefoldt & Co., and his firm will
assist the Debtor in the preparation of its bankruptcy plan;
negotiate with lenders and creditors; review its work plan for the
billing and collection of accounts receivable; and provide other
services related to its Chapter 11 case.
The firm's hourly rates are:
H. Kenneth Lefoldt, Jr. $300
Chris Savell $250
Other Members $90 - $200
Lefoldt is entitled to a minimum fee of $10,000 per month. Its
fees will be capped at $40,000 per month.
The firm does not represent any interest adverse to the Debtor or
its estate, according to court filings.
Lefoldt can be reached through:
H. Kenneth Lefoldt, Jr.
Lefoldt & Co., P.A.
690 Towne Center Blvd.
P.O. Box 2848
Ridgeland, MS 39158
Main No: (601) 956-2374
Fax: (601) 956-9232
Email: klefoldt@lefoldt.com
About Pioneer Health Services
Pioneer Health Services, Inc., provides healthcare services to
rural communities, and own and manage rural critical access
hospitals.
Pioneer Health Services 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.
On April 19, 2017, Henry Hobbs, Jr., acting U.S. trustee for Region
5, appointed an official committee of unsecured creditors. The
committee retained Arnall Golden Gregory LLP as counsel, and
GlassRatner Advisory & Capital Group LLC as financial advisor.
PJ ROSALY: Court Grants Bid to Reject Union de Tronquistas CBA
--------------------------------------------------------------
Judge Enrique S. Lamoutte of the U.S. Bankruptcy Court for the
District of Puerto Rico granted PJ Rosaly Enterprises Inc.'s motion
requesting rejection of the collective bargaining agreement with
Union de Tronquistas.
The Debtor sustains that it cannot afford the cost of the CBA as
is. It alleges that the clauses it is seeking to modify have an
economic impact of approximately $582,503 per year. Moreover, the
Debtor argues that it will not be able to reorganize if the court
does not approve the rejection of the CBA, nor will the other two
related entities. Furthermore, the Debtor concludes that it has
complied with the provisions of Section 1113 and that the Union has
refused to accept its proposals without just cause.
The Union does not dispute that the Debtor and the Union met and
tried to reach an agreement. However, it argues that the Debtor has
failed to comply with the requirements of Section 1113. For
example, the Union sustains that the Debtor has failed to provide
sufficient financial information. Likewise, the Union argues that
the Debtor failed to negotiate in good faith.
The issue before the court is whether the Debtor's request to
reject the CBA complies with the provisions of Section 1113. The
court is cognizant of the importance and impact of its decision.
Especially, in light of the economic conditions in Puerto Rico for
the past decade, as amplified by the passage of Hurricanes Irma and
Maria. The court is also keenly aware of the fact that the
Stipulation between the Union and the Debtor was signed on August
24, 2016, one month before the bankruptcy petition was filed. This
sequence of events seems to have had a severe impact on the
positions and negotiations between the parties.
Following the enactment of Section 1113, several courts have
followed the nine-factor test first articulated in In re Am.
Provision Co., to determine whether the debtor complied with
Section 1113. The Court summarized the requirements contained in
Section 1113 as follows:
1. The debtor in possession must make a proposal to the Union to
modify the collective bargaining agreement.
2. The proposal must be based on the most complete and reliable
information available at the time of the proposal.
3. The proposed modifications must be necessary to permit the
reorganization of the debtor.
4. The proposed modifications must assure that all creditors,
the debtor and all of the affected parties are treated fairly and
equitably.
5. The debtor must provide to the Union such relevant
information as is necessary to evaluate the proposal.
6. Between the time of the making of the proposal and the time
of the hearing on approval of the rejection of the existing
collective bargaining agreement, the debtor must meet at reasonable
times with the Union.
7. At the meetings, the debtor must confer in good faith in
attempting to reach mutually satisfactory modifications of the
collective bargaining agreement.
8. The Union must have refused to accept the proposal without
good cause.
9. The balance of the equities must clearly favor rejection of
the collective bargaining agreement.
After considering the factors in light of this court's findings,
the court concludes that the balance of the equities in this case
favors rejection. The court has already found that the burden is
spread among parties in interest and that the Debtor negotiated in
good faith. The evidence before the court shows that the Debtor
will not be able to successfully reorganize if rejection is not
permitted.
Based on the evidence presented and the application of the
nine-factor test, the court finds that the Debtor has satisfied the
requirements of Section 1113.
A full-text copy of the Court's Opinion and Order dated Dec. 7,
2017, is available at:
http://bankrupt.com/misc/prb16-07690-11-235.pdf
About P.J. Rosaly
P.J. Rosaly Enterprises, Inc., dba Islandwide Express, filed a
chapter 11 petition (Bankr. D.P.R. Case No. 16-07690) on September
28, 2016. The petition was signed by Ivan Marin, president. The
Debtor is represented by Carmen D. Conde Torres, Esq. and Luisa S.
Valle Castro, Esq., at C. Conde & Associates. The Debtor estimated
assets and liabilities at $1 million to $10 million at the time of
the filing.
The Debtor is specialized in providing next day, same day delivery
services to its clients, as well as temperature controlled
deliveries. It is also engaged by the main banks in the island and
provide internal messenger and clearing house services to these
institutions. There are two related parties to this company:
Islandwide Logistics, Inc. and HME Holdings, Inc. Together, they
form the Islandwide Group.
POWER EFFICIENCY: Provides Updates & Retains Financial Advisor
--------------------------------------------------------------
Power Efficiency Corporation embarked in 2016 in a new business
line to provide comprehensive one-stop solutions to the grid
stability problems and take advantage of large and actively growing
market opportunity for energy storage. PEC intends to continue its
efforts to engage in the energy power management business and offer
solutions to grid operators, utilities, and Commercial and
Industrial (C&I) customers with a focus on renewable Distributed
Energy Resources (DER) and Battery Energy Storage Systems (BESS)
for grid balancing services to the Independent System Operators
(ISOs); load shifting for utilities; energy management through
storage for C&I customers; and microgrids for energy security.
BQDM Program Update
In 2016 PEC announced that it was a successful bidder in Con
Edison's Brooklyn Queens Demand Management program for 2017 and
2018 and had partnered with Generate Capital to source projects and
obtain financing for those activities. PEC and its initial project
and financing partner, Generate Capital, recently determined to
terminate their relationship.
As previously announced, PEC was unable to identify sites to
satisfy BQDM program requirements for the summer of 2017. PEC's
original contract with Consolidated Edison required that PEC and
its partner deliver 4 megawatts of energy savings in the summer of
2017 and an additional 8 megawatts of energy savings in 2018. PEC
has diligently been seeking sites to meet the requirements for 2018
and despite several unsuccessful negotiations has yet to engage for
2018. Consolidated Edison had earlier terminated PEC's
participation and drew upon a previously placed letter of credit,
which served as security for PEC's obligations under the program.
The Company is continuing in its pursuit to meet the 2018
requirements, but if unsuccessful will focus on 2019 and beyond for
other energy management programs.
Scott Caputo, PEC's President and COO, stated, "We had lined up
several large, high-profile project sites in the BQDM zone and came
close to locking something in for 2018. Unfortunately, time and
process requirements worked against but we continue to look for
acceptable sites. We are also hearing from our partners and market
participants that there are shortages and delays in obtaining
batteries suitable for these projects. We have strong and loyal
financial and strategic partners willing to work with us going
forward, so based on the foundations already set, we will pursue
opportunities for 2019 and future years."
Other Energy Management Projects
PEC has executed a non-binding term sheet for an option to purchase
the development rights from New Jersey Energy Storage Project One,
LLC for a 20 MW battery energy storage (BESS) project located in
Bloomsbury, NJ. The system will be used to provide frequency
regulation services to PJM Interconnection. Under the option
agreement, PEC must enter into a definitive agreement with Project
One in December 2017, unless the parties extend the timeframe,
provide funding of certain start-up costs related to the project,
enter into a mutually acceptable lease agreement with the property
owner. As presently contemplated, the project will utilize
lithium-ion battery technology. The project is anticipated to
start in late 2018 or early 2019 once interconnection and all
government approvals are obtained. PEC is presently working with
its financial advisor partners and project partners to fully fund
the project.
Scott Caputo commented, "We are pleased to have the opportunity to
develop this former industrial site which has an excellent
electrical infrastructure, and we look forward to entering the PJM
wholesale energy marketplace. The PJM market for ancillary
services has been in a state of flux in the last couple of years
but is now better defined and lower risk."
Other Business Opportunities
PEC is actively seeking strategic partnerships or acquisitions with
similar energy management related businesses in order to expand our
potential operations and expand into other markets for BESS and
demand energy management projects. There can be no assurances that
we would be successful in such efforts to acquire other businesses,
or that any such acquisitions or joint ventures would be on terms
favorable to our existing shareholders.
Update on SEC Reporting Requirements
Power Efficiency Corporation is continuing to work towards becoming
a fully reporting company with the SEC under the Securities and
Exchange Act of 1934. The company originally filed a Form 10
registration statement on Aug. 11, 2016. Under SEC rules, the Form
10 became effective 60 days thereafter (Oct. 10, 2016), however,
the Company must update the Form 10 filing with an updated business
description and more recent financial statements, as well as to
respond to SEC comments received with respect to the original
filing. Management has been focused primarily on sourcing and
developing energy projects and obtain third-party funding during
the last year. The Company is working with its auditors and
counsel to refile its Form 10 in response to SEC comments and to
make the delinquent filings within the next 45 to 60 days.
PEC Retains Financial Advisor
PEC recently retained a boutique investment bank, which specializes
in representing small and mid-cap companies to assist them with
general financial advisory services, financing for their general
capital needs and for project financing. Neither PEC nor the
investment bank are currently engaged in an offering of securities.
There can be no assurance that such efforts will be completed or
the terms upon which any such financing will be favorable to PEC.
It is expected that any financing that may be undertaken will be
dilutive to existing stockholders.
About Power Efficiency
Based in San Diego, California, Power Efficiency Corporation
designs, develops, markets and sells proprietary solid state
electrical devices designed to reduce energy consumption in
alternating current induction motors. Alternating current
induction motors are commonly found in industrial and commercial
facilities throughout the world. The Company currently has one
principal and proprietary product: the three phase Motor Efficiency
Controller, which is used in industrial and commercial
applications, such as rock crushers, granulators, and escalators.
Additionally, the Company has developed a digital single phase
controller in preparation for working with Original Equipment
Manufacturers to incorporate the technology into their equipment.
The Company reported a net loss of $3.61 million in 2011, compared
with a net loss of $3.27 million in 2010. The Company's balance
sheet at Dec. 31, 2011, showed $2.92 million in total assets, $2.26
million in total liabilities and $661,090 in total stockholders'
equity.
In its report on the consolidated financial statements for the year
ended Dec. 31, 2011, BDO USA, LLP, in Las Vegas, Nevada, noted that
the Company has suffered recurring losses and has generated
negative cash flows from operations, among other matters, which
raises substantial doubt about its ability to continue as a going
concern.
Bankruptcy Warning
The Company said in its annual report for the year ended Dec. 31,
2011, that continuation of the Company as a going concern is
dependent upon achieving profitable operations or accessing
sufficient operating capital. Management's plans to achieve
profitability include developing new products such as hybrid motor
starters and single-phase to three-phase converters, developing
business in the Asian market, obtaining new customers and
increasing sales to existing customers. Management is seeking to
raise additional capital through equity issuance, debt financing or
other types of financing. However, there are no assurances that
sufficient capital will be raised. If the Company is unable
to obtain it on reasonable terms, the Company said it would be
forced to restructure, file for bankruptcy or significantly curtail
operations.
PRESIDIO LLC: S&P Affirms 'B+' Senior Secured Debt Rating
---------------------------------------------------------
S&P Global Ratings affirmed its 'B+' issue-level rating on New
York, NY.-based technology services company Presidio LLC's
(B+/Stable/--) senior secured debt following the company's proposed
refinancing transaction, which includes a resizing, repricing, and
maturity extension for the outstanding senior secured term loan B.
The '3' recovery rating (50% to 70%; rounded estimate: 55%) is
unchanged. The secured debt includes the term loan B and the
revolving credit facility.
Presidio LLC and Presidio Networked Solutions LLC will be the
borrower's on the refinanced term loan. S&P is assigning a 'B+'
issue-level rating to the amended $741.6 million senior secured
term loan B due 2024, with a '3' recovery rating.
The transaction is a slight credit positive, in S&P's view,
although not sufficiently so to merit any revision to the existing
rating or outlook. The company will use proceeds from the
refinancing to redeem $125 million in 10.25% senior notes due 2023.
The refinancing will reduce interest expense, and therefore
slightly improve Presidio's funds from operations and free cash
flows.
S&P said, "The stable outlook reflects our expectation that
Presidio will maintain its market position, expand customer
relationships, and achieve consistent operating performance over
the next 12 months. The outlook also reflects our expectation that
leverage will remain around 4x."
RATINGS LIST
Presidio LLC
Corporate Credit Rating B+/Stable/--
New Rating
Presidio LLC Presidio Networked Solutions LLC Senior Secured
$741.6M term loan B due 2024 B+
Recovery Rating 3(55%)
Ratings Affirmed
Presidio LLC
Presidio Networked Solutions LLC
Senior Secured B+
Recovery Rating 3(55%)
PROPERTY RENTAL: Taps Charles A. Cuprill as Legal Counsel
---------------------------------------------------------
Property Rental and Investment Corp. seeks approval from the U.S.
Bankruptcy Court for the District of Puerto Rico to hire Charles A.
Cuprill, P.S.C. Law Offices as its legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code and will provide other legal services related to
its Chapter 11 case.
The firm's hourly rates are:
Charles Cuprill, Esq. $350
Associates $250
Paralegals $85
The Debtor has agreed to pay the firm a retainer in the sum of
$10,000.
Mr. Cuprill disclosed in a court filing that his firm has no
connection with the Debtor or any of its insiders and creditors.
The firm can be reached through:
Charles Alfred Cuprill, Esq.
Charles A. Cuprill, P.S.C. Law Offices
356 Calle Fortaleza, Second Floor
San Juan, PR 00901
Tel: (787) 977-0515
Fax: (787) 977-0518
Email: cacuprill@cuprill.com
Email: ccuprill@cuprill.comffices
About Property Rental and Investment Corp.
Property Rental and Investment Corp. is a privately-held company
engaged in the business of real estate rentals in Puerto Rico. It
owns nine commercial properties having an aggregate appraised value
of $9.12 million.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. P.R. Case No. 17-06865) on November 16, 2017.
Adrian E. Stella Arroyo, president, signed the petition.
At the time of the filing, the Debtor disclosed $16.62 million in
assets and $8.69 million in liabilities.
PROPERTY RENTAL: Taps Luis R. Carrasquillo as Financial Consultant
------------------------------------------------------------------
Property Rental and Investment Corp. seeks approval from the U.S.
Bankruptcy Court for the District of Puerto Rico to hire CPA Luis
R. Carrasquillo & Co., P.S.C. as its financial consultant.
The firm will oversee the financial restructuring of the Debtor's
affairs by advising it on strategic planning, preparing its plan of
reorganization, and participating in negotiations with creditors.
Its hourly rates range from $45 to $175.
Luis Carrasquillo, a certified public accountant and principal of
the firm, disclosed in a court filing that he and other members of
his firm are "disinterested persons" as defined in section 101(14)
of the Bankruptcy Code.
Carrasquillo can be reached through:
Luis R. Carrasquillo Ruiz, Esq.
CPA Luis R. Carrasquillo & Co., P.S.C.
28th Street, #TI-26
Turabo Gardens Avenue
Caguas, PR 00725
Phone: 787-746-4555/787-746-4556
Fax: 787-746-4564
About Property Rental and Investment Corp.
Property Rental and Investment Corp. is a privately-held company
engaged in the business of real estate rentals in Puerto Rico. It
owns nine commercial properties having an aggregate appraised value
of $9.12 million.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. P.R. Case No. 17-06865) on November 16, 2017.
Adrian E. Stella Arroyo, president, signed the petition.
At the time of the filing, the Debtor disclosed $16.62 million in
assets and $8.69 million in liabilities.
PROTEA BIOSCIENCES: Taps Compass Advisory as CRO
------------------------------------------------
Protea Biosciences, Inc. and Protea Biosciences Group, Inc. seek
approval from the U.S. Bankruptcy Court for the Northern District
of West Virginia to hire a chief restructuring officer.
The Debtors propose to employ Compass Advisory Partners, LLC to
give restructuring advice in connection with their Chapter 11
cases. The firm's hourly rates are:
John Teitz Managing Director $350
Jim Battaglia Managing Director $325
Nick Arrington Managing Director $325
Greg Martin Director $250
Terry Scelfo Administrative $75
In addition, Compass will be paid a "success fee," which is
structured as a cumulative, tiered fee based on a percentage of the
total value obtained for the Debtors' assets, including those
assets excluded from the contemplated sale of the Debtors' lab and
Diagnostic assets over and above any stalking horse bid to be
submitted by Summit Resources Inc.
The success fee will be paid in cash according to this compensation
arrangement:
Incremental
Incremental Value to Success
Recovery Estate Over Summit Success Fee Fee if Recovery
Tier Stalking Horse Bid Percentage Tier Exceeded
-------- -------------------- ----------- ---------------
1 $0 - $5 million 10% $500,000
2 Greater than 15%
$5,000,001
Christopher Schueller, managing director of Compass, 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:
Christopher P. Schueller
Compass Advisory Partners, LLC
480 One Eleven Place
Cookeville, TN 38506
Phone: 931-400-0012
Fax: 931-400-0013
Email: advisor@fidelisfinancialstrategies.com
About Protea Biosciences
Headquartered in Morgantown, West Virginia, Protea Biosciences Inc.
-- https://www.proteabio.com -- is a bioanalytics technology
company that provides analytical and diagnostic solutions for the
rapid and direct identification, mapping and display of the
molecules present in living cells and biological samples.
Protea Biosciences, Inc. and its affiliate Protea Biosciences
Group, Inc. sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. W.Va. Case Nos. 17-01200 and 17-01201) on
December 1, 2017.
At the time of the filing, Protea Biosciences disclosed $5.16
million in assets and $13.64 million in liabilities. Protea
Biosciences Group disclosed $2.7 million in assets and $18.2
million in liabilities.
Judge Patrick M. Flatley presides over the case. The Debtors hired
Compass Advisory Partners, LLC as their restructuring advisor.
PUERTO RICO: Judge R. Colton Appointed as Judicial Mediator
-----------------------------------------------------------
BankruptcyData.com reported that the U.S. Bankruptcy Court issued
an order appointing a new member to the Commonwealth of Puerto
Rico's mediation team.
The order states, "Pursuant to 11 U.S.C. Sec. 105, made applicable
to these cases by section 301 of PROMESA, 48 U.S.C. section 2161,
and to further the goal of the successful, consensual resolution of
the issues raised in these debt adjustment proceedings, the Court
hereby appoints Bankruptcy Judge Roberta A. Colton, who serves in
the United States Bankruptcy Court for the Middle District of
Florida, to serve as a judicial mediator as needed in these cases.
Judge Colton's appointment has been authorized through the
inter-circuit assignment procedures of the Judicial Conference of
the United States and is effective immediately. The Court thanks
Bankruptcy Judge Christopher Klein, who will be stepping back from
Mediation Team duties when his current inter-circuit assignment
expires, for his dedicated service in connection with these
cases."
About Puerto Rico
Puerto Rico is a self-governing commonwealth in association with
the United States that's facing a massive bond debt of $70 billion,
a 68% debt-to-GDP ratio and negative economic growth in nine of the
last 10 years.
The Commonwealth of Puerto Rico has sought bankruptcy protection,
aiming to restructure its massive $74 billion debt-load and $49
billion in pension obligations.
The debt restructuring petition was filed by Puerto Rico's
financial oversight board in U.S. District Court in Puerto Rico
(Case No. 17-01578) on May 3, 2017, and was made under Title III of
2016's U.S. Congressional rescue law known as the Puerto Rico
Oversight, Management, and Economic Stability Act ("PROMESA").
The Financial Oversight and Management Board later commenced Title
III cases for the Puerto Rico Sales Tax Financing Corporation
(COFINA) on May 5, 2017, and the Employees Retirement System (ERS)
and the Puerto Rico Highways and Transportation Authority (HTA) on
May 21, 2017. On July 2, 2017, a Title III case was commenced for
the Puerto Rico Electric Power Authority ("PREPA").
U.S. Chief Justice John Roberts has appointed U.S. District Judge
Laura Taylor Swain to oversee the Title III cases. The Honorable
Judith Dein, a United States Magistrate Judge for the District of
Massachusetts, has been designated to preside over matters that may
be referred to her by Judge Swain, including discovery disputes,
and management of other pretrial proceedings.
Joint administration of the Title III cases, under Lead Case No.
17-3283, was granted on June 29, 2017.
The Oversight Board has hired as advisors, Proskauer Rose LLP and
O'Neill & Borges LLC as legal counsel, McKinsey & Co. as strategic
consultant, Citigroup Global Markets, as municipal investment
banker, and Ernst & Young, as financial advisor.
Martin J. Bienenstock, Esq., Scott K. Rutsky, Esq., and Philip M.
Abelson, Esq., of Proskauer Rose; and Hermann D. Bauer, Esq., at
O'Neill & Borges are on-board as attorneys.
McKinsey & Co. is the Board's strategic consultant, Ernst & Young
is the Board's financial advisor, and Citigroup Global Markets Inc.
is the Board's municipal investment banker.
Prime Clerk LLC is the claims and noticing agent. Prime Clerk
maintains a case web site at:
https://cases.primeclerk.com/puertorico
Epiq Bankruptcy Solutions LLC is the service agent for ERS, HTA,
and PREPA.
O'Melveny & Myers LLP is counsel to the Commonwealth's Puerto Rico
Fiscal Agency and Financial Advisory Authority (AAFAF), the agency
responsible for negotiations with bondholders.
The Oversight Board named Professor Nancy B. Rapoport as fee
examiner and to chair a committee to review professionals' fees.
Bondholders' Attorneys
Toro, Colon, Mullet, Rivera & Sifre, P.S.C. and Kramer Levin
Naftalis & Frankel LLP serve as counsel to the Mutual Fund Group,
comprised of mutual funds managed by Oppenheimer Funds, Inc.,
Franklin Advisers, Inc., and the First Puerto Rico Family of Funds,
which collectively hold over $3.5 billion in COFINA Bonds and over
$2.9 billion in other bonds issued by Puerto Rico and other
instrumentalities, including over $1.8 billion of Puerto Rico
general obligation bonds ("GO Bonds").
White & Case LLP and Lopez Sanchez & Pirillo LLC represent the UBS
Family of Funds and the Puerto Rico Family of Funds, which hold
$613.3 million in COFINA bonds.
Paul, Weiss, Rifkind, Wharton & Garrison LLP, Robbins, Russell,
Englert, Orseck, Untereiner & Sauber LLP, and Jimenez, Graffam &
Lausell are co-counsel to the ad hoc group of General Obligation
Bondholders, comprised of Aurelius Capital Management, LP, Autonomy
Capital (Jersey) LP, FCO Advisors LP, Franklin Mutual Advisers LLC,
Monarch Alternative Capital LP, Senator Investment Group LP, and
Stone Lion Capital Partners L.P.
Quinn Emanuel Urquhart & Sullivan, LLP and Reichard & Escalera are
co-counsel to the ad hoc coalition of holders of senior bonds
issued by COFINA, comprised of at least 30 institutional holders,
including Canyon Capital Advisors LLC and Varde Investment
Partners, L.P.
Correa Acevedo & Abesada Law Offices, P.S.C., is counsel to Canyon
Capital Advisors, LLC, River Canyon Fund Management, LLC, Davidson
Kempner Capital Management LP, OZ Management, LP, and OZ Management
II LP (the QTCB Noteholder Group).
Committees
The U.S. Trustee formed a nine-member Official Committee of
Retirees and a seven-member Official Committee of Unsecured
Creditors of the Commonwealth. The Retiree Committee tapped Jenner
& Block LLP and Bennazar, Garcia & Milian, C.S.P., as its
attorneys. The Creditors Committee tapped Paul Hastings LLP and
O'Neill & Gilmore LLC as counsel.
QUADRANT 4: Sale of All Assets of Stratitude to JA for $1.7M Okayed
-------------------------------------------------------------------
Judge Jack B. Schmetterer of the U.S. Bankruptcy Court for the
Northern District of Illinois authorized Quadrant 4 System Corp.
and affiliates to sell substantially all assets of Stratitude,
Inc., related to its ongoing business operations, to JA Tech, Inc.,
for $1,700,000; plus the amount, if any, by which the amount of the
Receivables aged less than 90 days at Closing exceeds $1,000,000;
minus, the amount, if any, by which $100,000,000 exceeds the amount
of the Receivables aged less than 90 days at Closing; plus, if
applicable, any adjustments made as a result of competitive bidding
at the Auction.
The Sale Hearing was held on Nov. 30, 2017 at 10:30 a.m.
The Cigna Objection is resolved as follows: notwithstanding
anything in the Sale Order to the contrary, (i) the Cigna
Agreements will be assumed and assigned to the Purchaser effective
as of the Closing; (ii) the Cure Cost relating to the Cigna
Agreements as of Nov. 30, 2017 is $0; and (iii) any obligations
accruing under the Cigna Agreements on Dec. 1, 2017, will pass
through to the Purchaser and survive assumption and assignment to
the Purchaser so that nothing in the Sale Order or 11 U.S.C.
Section 365 will affect Cigna's rights to enforce payment
obligations due and unpaid under the Cigna Agreements accruing on
Dec. 1, 2017, or any defenses with respect thereto.
At the Closing, the Debtor will cause an amount equal to the net
proceeds of the Transaction to be paid from the Trust Account to
BMO pursuant to wire transfer instructions provided by BMO and the
terms of the Interim Order and the Budget, less only the Holdback,
which will be remitted to BMO (together with any additional funds
received from the Purchaser, if applicable) as provided in the
Order upon completion of Accounting.
If the Accounting shows: (i) monies due to Purchaser, then within
three business days after the Purchaser's receipt and written
acceptance of the Accounting, the Debtor will cause an amount equal
thereto to be remitted from the Trust Account to the Purchaser, and
remit any remaining balance of the Holdback in the Trust Account,
if any, BMO; or (ii) monies due to the Debtor from the Purchaser,
then within three business days after the Debtor's receipt and
written acceptance of the Accounting, the Purchaser will remit an
amount equal thereto via wire transfer to the Trust Account, and
within two business days thereafter, the Debtor will cause an
amount equal thereto to be remitted to BMO from the Trust Account.
In the event of any good faith disputes between the Debtor and the
Purchaser concerning the Accounting, the parties will use all
reasonable efforts to resolve any such disputes, subject to the
approval of BMO and the Committee. In the event the parties are
unable to resolve any such disputes, then either party may promptly
file such motion as necessary seeking to have such dispute
determined by the Court.
The transfer of the net proceeds of the Transaction to the BMO is
made provisionally and subject, in all respects, to entry of a
final order authorizing the use of postpetition financing and cash
collateral and granting adequate protection.
Except as provided by the terms of the APA, the Debtor will be
responsible for paying all allowed prepetition monetary defaults
relating to the Assumed Contracts, and for assumption of the
Assumed Liabilities of the Chapter 11 Case. Pursuant to section
365 of the Bankruptcy Code, the Debtor is authorized to assume the
Assumed Contracts, and to assign the Assumed Contracts to the
Purchaser.
In the event that the Purchaser defaults in the performance of its
obligations to purchase the Acquired Assets pursuant to the terms
of the APA, then the Debtor is authorized to close the sale of the
Acquired Assets with First Tek, Inc. pursuant to the terms of the
First Tek APA. In such event, each of the findings of fact and
conclusions of law in the Order that apply to the Purchaser will
apply equally to First Tek.
The Debtor is authorized and directed to pay to First Tek, the
First Tek Break-Up Fee, which will be paid at Closing and will be
free and clear of all Interests.
Livingstone is entitled to receive on a final allowed basis, and
the Debtor is authorized to pay to Livingstone, a broker commission
at Closing equal to the sum of $87,500 pursuant to the Livingstone
Engagement Agreement attached to the Livingstone Retention Order
without further order of Court. Robert H. Steele is entitled to
receive on a final allowed basis, and the Debtor is authorized to
pay Mr. Steele a KEIP payment at Closing equal to the sum of 1.5%
of the final adjusted Purchase Price pursuant to the KEIP Order.
The Order will be effective and enforceable immediately upon entry
and the 14-day stay period provided by Bankruptcy Rule 6004(h) will
not apply so that the Transaction may close immediately.
A copy of the JA Tech APA attached to the Order is available for
free at:
http://bankrupt.com/misc/Quadrant_4_253_Order.pdf
The Purchaser:
JA TECH, INC.
56 Utica Road
Edison, NJ 08820
About Quadrant 4 System
Quadrant 4 System Corporation (OTC:QFOR) -- http://www.qfor.com/--
sells IT products and services. Its revenues are primarily
generated from the placement of staffing or solution consultants,
and the sale and licensing of its proprietary cloud-based Software
as a Service (SaaS) systems, as well as a wide range of technology
oriented services and solutions. The company's principal executive
offices are located in Schaumburg Illinois. It also operates its
business from various offices located in Naples, Florida;
Alpharetta, Georgia; Bingham Farms, Michigan; Cranbury, New Jersey;
Pleasanton, California; and Ann Arbor, Michigan.
Quadrant 4 is the 100% owner of the issued and outstanding common
stock of Stratitude, Inc., a California corporation, which it
acquired on or about Nov. 3, 2016. Concurrently with the
Stratitude Acquisition, Stratitude acquired certain of the assets
of Agama Solutions, Inc., a California corporation. Both
Stratitude and Agama are located in Pleasanton and Fremont,
California and are
engaged in the IT business.
Quadrant 4 disclosed total assets of $47.05 million and total
liabilities of $31.39 million as of Sept. 30, 2016.
Quadrant 4 filed a Chapter 11 petition (Bankr. N.D. Ill. Case No.
17-19689) on June 29, 2017. CEO Robert H. Steele signed the
petition.
Stratitude, Inc., filed a Chapter 11 petition (Bankr. N.D. Ill.
Case No. 17-30724) on Oct. 13, 2017. The case is jointly
administered with that of Quadrant 4. The Debtors' cases are
assigned to Judge Jack B. Schmetterer.
Quadrant 4, which was subject to a securities fraud probe that led
to the arrest and resignation of its top two executives seven
months ago, sought Chapter 11 protection after reaching a
settlement with the U.S. Securities and Exchange Commission and
signing deals to sell four business segments for at least $6.9
million.
The Debtors are represented by Adelman & Gettleman Ltd as
bankruptcy counsel. Nixon Peabody LLP acts as special counsel to
the Debtors for matters concerning taxes, labor, ERISA, securities
compliance, international law, and related matters while Faegre
Baker Daniels LLP acts as special counsel for securities
litigation. The Debtors hired Silverman Consulting Inc. as
financial consultant, and Livingstone Partners, LLC, as investment
banker.
On July 10, 2017, an official committee of unsecured creditors was
appointed in the Debtor's case. The committee retained Sugar
Felsenthal Grais & Hammer LLP as its legal counsel, and Amherst
Partners, LLC, as its financial advisor.
QUEST RARE: Obtains Fifth Extension to Delay BIA Proposal Filing
----------------------------------------------------------------
Quest Rare Minerals Ltd. disclosed that on Dec. 4, 2017, the
Superior Court of Quebec granted Quest Rare Minerals' motion for an
extension of the delay to file a proposal pursuant to the
provisions of Part III of the Bankruptcy and Insolvency Act,
thereby extending the delay to file such proposal until and
including Jan. 4, 2018. This is the fifth extension granted to
Quest in the context of the Notice of Intention (NOI) to File a
Proposal filed by Quest on July 5, 2017.
The additional NOI period will allow Quest to pursue its
restructuring efforts and discussions with potential investors with
the aim to emerge from insolvency protection for the benefit of all
of its stakeholders, including its shareholders. The Company works
closely with its trustee PricewaterhouseCoopers Inc (PWC) to
evaluate all available recourses and financial alternatives that
may allow the Company to resume activities.
There can be no guarantee that the Company will be successful in
securing financing or achieving its restructuring objectives.
Failure by the Company to achieve its financing and restructuring
goals will likely result in the Company becoming bankrupt.
The Company will continue to provide further updates as
developments occur.
About Quest
Quest Rare Minerals Ltd. is a Canadian-based company focused on
becoming an integrated producer of rare earth metal oxides and a
significant participant in the rare earth elements (REE) material
supply chain. Quest is led by a management team with in-depth
experience in chemical and metallurgical processing. Quest's
objective is the establishment of major hydrometallurgical and
refining facilities in Becancour, Quebec, to separate and produce
strategically critical rare earth metal oxides. These industrial
facilities will process mineral concentrates extracted from Quest's
Strange Lake mining properties in northern Quebec and recycle lamp
phosphors utilizing Quest's efficient, eco-friendly "Selective
Thermal Sulphation (STS)"1 process.
R CARRIER TRUCKING: Has Until Jan. 10 to File Plan, Disclosures
---------------------------------------------------------------
The Hon. Catherine Peek McEwen of the U.S. Bankruptcy Court for the
Middle District of Florida set Jan. 10, 2018, as the deadline for
R. Carrier Trucking, Inc., to file a plan of reorganization and
disclosure statement.
About R. Carrier Trucking Inc.
Based in Spring Hill, Florida, R. Carrier Trucking, Inc., filed a
voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr.
M.D. Fla. Case No. 17-08163) on Sept. 23, 2017. The Debtor is
represented by Suzy Tate, Esq. at Suzy Tate, P.A., as counsel. The
Debtor estimated less than $500,000 in assets and liabilities.
RJR TOWING: Seeks Jan. 11 Exclusive Plan Period Extension
---------------------------------------------------------
RJR Towing, LLC, and NRMT, LLC, ask the U.S. Bankruptcy Court for
the Middle District of Florida to extend the exclusive plan period
to January 11, 2018, or to any other date as the Court may
determine.
The Debtors contend that they are very close to being able to file
their plans, and each has reached an agreement in principal with
its main creditors on claim amounts and overall plan structure.
Nevertheless, the Debtors need additional time prior to filing
their plans in order to deal with other claims and tax issues, and
to deal with specific alternative plan structures in order to
maximize the estates.
The Debtor RJR Towing also needs additional information from its
primary secured creditor regarding the manner in which certain
payments were treated for accounting and tax payment purposes,
which information it has requested through formal discovery in
Adversary No 3-17-ap-00125 (JAF). The due date to respond to that
discovery has not yet run, but the Debtors anticipate they will
obtain the information before the expiration of the forty-five day
extension the Debtors request in this motion.
The Debtors claim that they continue to actively negotiate with
creditors, including the principal secured creditors, to develop a
plan that is not only feasible but may result in consent to
confirmation by the creditors with the largest claims. The Debtors
also claim that they: (a) continue to operate successfully, (b) are
paying adequate protection to creditors consistent with the orders
of the Court, and (c) are current on their reporting requirements
and statutory payments.
About RJR Towing
Based on Jacksonville, Florida, the Debtors -- RJR Towing LLC and
NRMT LLC – work together to operate a towing business. RJR Towing
LLC and NRMT LLC filed Chapter 11 petition (Bankr. M.D. Fla. Case
Nos. 17-00701 and 17-00702, respectively) on March 1, 2017. The
cases are jointly administered.
At the time of filing, the RJR Towing had $100,000 to $500,000 in
estimated assets and $500,000 to $1 million in estimated
liabilities, while NRMT had $0 to $50,000 in estimated assets and
$100,000 to $500,000 in estimated liabilities.
The Debtors are represented by Robert D. Wilcox, Esq., of Wilcox
Law Firm. The Petitions were signed by Jonathan Ramdhan,
president.
RLE INDUSTRIES: Taps Davis Ward as Accountant
---------------------------------------------
RLE Industries LLC and NEI Industries, Inc., seek approval from the
U.S. Bankruptcy Court for the Southern District of New York to hire
Davis, Ward & Hochman LLP as their accountant.
The firm will assist the Debtors in the preparation of their
monthly operating reports and tax returns; prepare a liquidation
analysis in connection with the anticipated sale of the Debtors;
review existing accounting systems; and provide other accounting
services.
The firm's hourly rates are:
Partners $450
Staff Accountants $250
Paraprofessionals $75
Administrative Assistant $75
DWH received a pre-bankruptcy retainer in the sum of $7,500 from
Rena Koenig, wife of Scott Koenig, equity owner of the Debtors.
David Ward, a certified public accountant employed with DWH,
disclosed in a court filing that he does not represent or hold any
interest adverse to the Debtor's estate.
The firm can be reached through:
David H. Ward
Davis, Ward & Hochman LLP
150 East 58th Street, 20th Floor
New York, NY 10155
Phone: (212) 230-2600 / (212) 230-2650
Email: dward@dwhllp.com
About RLE Industries
Founded in 1997, New York-based RLE Industries, LLC, d/b/a Robert
Lighting & Energy -- http://rleindustries.com/-- owns and operates
an electrical lighting and fixture manufacturing and fabrication
business. NEI Industries Inc. is in the business of installing
lighting fixtures manufactured by RLE Industries.
RLE Industries (Bankr. S.D.N.Y. Case No. 17-11748) and affiliate
NEI Industries Inc. d/b/a Northeast Electric (Bankr. S.D.N.Y. Case
No. 17-11749) filed for Chapter 11 bankruptcy protection on June
23, 2017. The petitions were signed by Scott Koenig, president.
Each of the Debtors estimated assets at between $500,000 and $1
million, and liabilities at between $1 million and $10 million.
Judge Michael E. Wiles presides over the cases.
Dawn Kirby, Esq., and Jonathan S. Pasternak, Esq., at Delbello
Donnellan Weingarten Wise & Wiederkeher, LLP, serves as the
Debtor's bankruptcy counsel.
Foresight Advisors LLC is the Debtors' financial advisors.
ROBERT R. LAPORTA: Wells Fargo's Property Sale Void, Court Rules
----------------------------------------------------------------
Debtor Robert LaPorta filed his petition for relief under Chapter
11 on Sept. 30, 2017. The court had dismissed a prior bankruptcy
case within one year of this filing: a Chapter 13 case he commenced
on May 30, 2017, which was dismissed on creditor Wells Fargo Bank,
N.A.'s motion on August 4, 2017. Therefore, the automatic stay in
this case was to terminate within 30 days unless extended. The
Debtor timely filed his extension request on Oct. 20, 2017. Three
days later, creditor Wells Fargo, asserting a mortgage interest in
the Debtor's principal residence, objected to the Debtor's motion
to extend the automatic stay and filed its own motion to either
lift or annul the automatic stay with respect to the mortgaged
residence. In its motion, the bank alleges that the property was
sold at a judicial sale on held Oct. 2, 2017, and therefore
requests annulment of the stay to retroactively permit such sale to
have effect.
Upon analysis, Judge Thomas M. Lynch of the U.S. Bankruptcy Court
for the District of Illinois finds that that Chapter 11 provides
authority to cure and reinstate an Illinois mortgage debt through a
plan of reorganization even after a foreclosure judgment is entered
and the statutory period of redemption has expired so long as the
petition is filed prior to sale of the property.
Here, it is undisputed that the sale occurred after the petition
date and without this court's prior approval. Therefore, unless the
court grants Wells' request for annulment, the sale appears to have
been void or voidable as in violation of the automatic stay.
As to the request for annulment, the request for stay relief and
the request for annulment, those matters include factual disputes.
For example, Wells alleges that it was without knowledge of the
bankruptcy case when it allowed the sale to proceed and that it did
so in good faith. Wells also alleges that the Debtor is financially
unable to propose a feasible plan of reorganization and that he
filed the case in bad faith for the sole purpose of delaying Wells'
attempts to collect its debt through the foreclosure proceeding.
The Debtor denies these allegations. The matters will, therefore,
be continued for an evidentiary hearing to be conducted on Dec. 14,
2017.
A full-text copy of Judge Lynch's Opinion dated Dec. 5, 2017 is
available at:
http://bankrupt.com/misc/ilnb17-82300-51.pdf
The bankruptcy case is in re: Robert R. LaPorta, Case No.
17-B-82300 (Bankr. N.D. Ill.).
ROSETTA GENOMICS: Adjourns Its Annual Meeting to December 13
------------------------------------------------------------
Rosetta Genomics, Ltd. convened its previously announced 2017
annual general meeting of shareholders on Dec. 6, 2017. However,
the quorum of two or more shareholders present, personally or by
proxy, who hold or represent together more than 25% of the voting
rights of Rosetta's issued share capital required to conduct the
Annual Meeting was not present. Accordingly, pursuant to Rosetta's
articles of association, the Annual Meeting has been adjourned to
Dec. 13, 2017. The adjourned Annual Meeting will be held at
Rosetta's Philadelphia offices, at 3711 Market St. Suite 740,
Philadelphia, PA 19104, at 10:00 am (ET). At the adjourned Annual
Meeting, any two shareholders present in person or by proxy shall
constitute a quorum.
About Rosetta Genomics
Based in Rehovot, Israel, Rosetta Genomics Ltd. is seeking to
develop and commercialize new diagnostic tests based on a recently
discovered group of genes known as microRNAs. MicroRNAs are
naturally expressed, or produced, using instructions encoded in DNA
and are believed to play an important role in normal function and
in various pathologies. The Company has established a
CLIA-certified laboratory in Philadelphia, which enables the
Company to develop, validate and commercialize its own diagnostic
tests applying its microRNA technology. Visit www.rosettagx.com
for more information.
Rosetta Genomics reported a net loss of US$16.23 million on US$9.23
million of total revenues for the year ended Dec. 31, 2016,
compared to a net loss of US$17.34 million on US$8.26 million of
total revenues for the year ended Dec. 31, 2015. As of June 30,
2017, Rosetta had US$6.20 million in total assets, US$5.11 million
in total liabilities and US$1.09 million in total shareholders'
equity.
Kost Forer Gabby & Kasierer, a member of Ernst & Young Global, in
Tel-Aviv, Israel, issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31, 2016,
citing that the Company has recurring losses from operations and
has limited liquidity resources that raise substantial doubt about
its ability to continue as a going concern.
ROYAL T ENERGY: Taps Eric A. Liepins as Legal Counsel
-----------------------------------------------------
Royal T Energy, LLC, seeks approval from the U.S. Bankruptcy Court
for the Eastern District of Texas to hire Eric A. Liepins, P.C., as
its legal counsel.
The firm will provide legal services to the Debtor in connection
with its Chapter 11 case. Eric Liepins, Esq., the attorney who
will be handling the case, will charge $275 per hour. The hourly
fees for paralegals and legal assistants range from $30 to $50.
Liepins received a retainer in the sum of $7,500.
The firm can be reached through:
Eric A. Liepins, Esq.
Eric A. Liepins, P.C.
12770 Coit Road, Suite 1100
Dallas, TX 75251
Phone: (972) 991-5591
Fax: (972) 991-5788
About Royal T Energy LLC
Headquartered in Sherman, Texas, Royal T Energy, LLC, is a
privately-owned company that provides petroleum haulage services.
It operates an oilfield services company, consisting largely of
hauling and disposal of materials related to the hydraulic
fracturing industry. The Company's operations are conducted
primarily in the Permian Basin, near Pecos, Texas.
Royal T Energy filed for Chapter 11 bankruptcy protection (Bankr.
E.D. Tex. Case No. 17-42386) on Nov. 1, 2017, estimating its assets
at up to $50,000 and its liabilities at between $10 million and $50
million. The petition was signed by James Alexander,
member-manager.
Judge Brenda T. Rhoades presides over the case.
Nathan M. Johnson, Esq., at Spector & Johnson, PLLC, serves as the
Debtor's bankruptcy counsel.
RUPARI HOLDINGS: Has Court OK to Reject Separation Agreements
-------------------------------------------------------------
Rupari Holding Corp. and affiliates filed with the U.S. Bankruptcy
Court for the District of Delaware an omnibus motion seeking
authority to reject, nun pro tunc to the closing date, 30
contracts, including separation agreements. Two of the Debtors'
former employees, Andrea Baker and Hector Herrera, objected to the
motion.
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware finds that the Separation Agreements are executory
contracts and will enter an order authorizing rejection of all 30
rejection contracts, including the Separation Agreements, nunc pro
tunc to the closing date, as the Debtors have requested.
Ms. Baker, age 65, and Mr. Herrera, age 69, are former employees of
the Debtor. Together, they claimed to have been unlawfully replaced
by younger employees. The Debtors entered into: the Confidential
Separation and Release Agreements, executed on March 3, 2017 with
Andrea Baker; and the Confidential Separation and Release
Agreement, executed on April 6, 2017 with Hector Herrera. The
Separation Agreements, among other things, bound the Objecting
Employees to: (i) a non-compete clause for a term of 6-months after
their respective separation dates; (ii) a non-solicitation clause
for a term of 12-months after their respective separation dates;
(iii) a confidentiality clause; and (iv) a release of all claims
against the Debtors arising out of their employment or
termination.
The Debtors argue that the Separation Agreements are prepetition
executory contracts subject to assumption or rejection under 11
U.S.C. section 365. Accordingly, the Debtors assert that rejection
of the Separation Agreements is reasonable under the business
judgment rule.
In response, the Objecting Employees assert that the Separation
Agreements are not executory contracts because they were
“virtually fully performed” and, thus, not subject to
assumption or rejection under 11 U.S.C section 365.
Taking into account the language of the Separation Agreements,
indicating that the parties intended to convey materiality to each
restrictive covenant, the custom and usage of restrictive covenants
under Illinois law, as directed through Lopez, and the absence of
evidence on the record indicating a disparity in advantages upon a
hypothetical breach, the Court finds that the Objecting Employees
obligations under the non-compete and non-solicitation clauses of
the Separation Agreements were material; the parties to the
Separation Agreements each had material unperformed obligations
upon the Petition Date. Thus, the Separation Agreements are
executory contracts subject to rejection or assumption under 11
U.S.C. section 365.
The Debtors also seek an effective rejection date for the Rejection
Contracts, including the Separation Agreements, nunc pro tunc to
the closing date.
The Debtors contend that retroactive rejection is appropriate for
four reasons: (1) following the sale, the Debtors effectively
ceased operations and no longer had a need for employee services,
which was communicated to the employees prior to the closing; (2)
the Debtors do not have the funds to make payments under the
Rejection Contracts and remittance would not benefit the estate;
(3) the payment provisions of the Rejection Contracts create
further burdens on the estate; and (4) the Rejection Contracts
contain non-compete clauses, which place burdens on the
counterparties. Accordingly, the Debtors assert that neither the
Debtors nor the counterparties to the Rejection Contracts will
suffer prejudice as a result of the retroactive rejection.
The Objecting Employees have not contested such retroactive
rejection either in the Objection or in the Supplemental
Submission. Therefore, upon a review of the principles of equity
under the circumstances, the Court will authorize the rejection of
the Rejection Contracts, including the Separation Agreements, nunc
pro tunc to the closing date.
A full-text copy of Judge Carey's Opinion dated Nov. 28, 2017, is
available at:
http://bankrupt.com/misc/deb17-10793-619.pdf
About Rupari Holding Corp.
Established in 1978, Rupari -- http://www.rupari.com/-- is a
culinary supplier of sauced and unsauced ribs, barbeque pork, and
BBQ chicken. Since 1978, Rupari Foods has been producing and
distributing the finest, restaurant-quality, pre-cooked, sauced,
bone-in proteins, and related barbeque products. The Company
offers a full line of meats under the Rupari brand name, as well as
a variety of products under the retail names of Tony Roma's and
Butcher's Prime. The Company's products are available at large and
mid-sized retailers throughout the United States and Canada.
Rupari Holding Corp. and its affiliate Rupari Food Services, Inc.,
filed Chapter 11 petitions (Bankr. D. Del. Case Nos. 17-10793 and
17-10794, respectively) on April 10, 2017. The petitions were
signed by signed by Jack Kelly, CEO.
At the time of filing, the Debtors each estimated $50 million to
$100 million in assets and $100 million to $500 million in
liabilities.
The cases are assigned to Judge Kevin J. Carey.
R. Craig Martin, Esq., Maris J. Kandestin, Esq., Richard A.
Chesley, Esq., and John K. Lyons, Esq., at DLA Piper LLP (US) are
serving as counsel to the Debtors. Kinetic Advisors LLC is the
financial advisor. Donlin, Recano & Co., Inc., is the claims and
noticing agent.
Andrew R. Vara, Acting U.S. Trustee for Region 3, on April 20,
2017, appointed three creditors to serve on the official committee
of unsecured creditors in the Chapter 11 case of Rupari Holding
Corp.
The Committee tapped Lowenstein Sandler LLP as lead bankruptcy
counsel, Whiteford Taylor & Preston LLC, as Delaware counsel, and
CohnReznick LLP and CohnReznick Capital Market Securities, LLC, as
its financial advisor and investment banker.
S. MURPHY ENTERPRISES: Has Until Jan. 29 to File Plan, Disclosures
------------------------------------------------------------------
The Hon. K. Rodney May of the U.S. Bankruptcy Court for the Middle
District of Florida has set Jan. 29, 2018, as the deadline for S.
Murphy Enterprises, Inc., to file a plan of reorganization and
disclosure statement.
About S. Murphy Enterprises
S. Murphy Enterprises, Inc., a manufacturer of digital display
signs, filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla.
Case No. 08576) on Oct. 10, 2017. Steven M. Fishman, P.A., is
counsel to the Debtor.
At the time of the filing, the Debtor disclosed that it had
estimated assets of less than $500,000 and liabilities of less than
$1 million.
S.B.R.S. INC: Case Summary & 2 Unsecured Creditors
--------------------------------------------------
Debtor: S.B.R.S., Inc.
3442 Malaga Court
Calabasas, CA 91302
Type of Business: Calabasas, California-based S.B.R.S. is in the
real estate business. A foreclosure sale was
scheduled on for the company's property located
at 3442 Malaga Court, Calabasas, CA 91302.
The company previously filed Chapter 11 cases on
Feb. 10, 2015 (Bankr. C.D. Cal. Case No. 15-
10657) and Feb. 14, 2012 (Bankr. C.D. Cal. Case
No. 12-11389).
Chapter 11 Petition Date: November 16, 2017
Case No.: 17-13063
Court: United States Bankruptcy Court
Central District of California (San Fernando Valley)
Judge: Hon. Maureen Tighe
Debtor's Counsel: Michael Jay Berger, Esq.
LAW OFFICES OF MICHAEL JAY BERGER
9454 Wilshire Blvd 6th Fl
Beverly Hills, CA 90212-2929
Tel: 310-271-6223
Fax: 310-271-9805
E-mail: michael.berger@bankruptcypower.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Farokh Erami, president.
A full-text copy of the petition, along with a list of two
unsecured creditors, is available for free at
http://bankrupt.com/misc/cacb17-13063.pdf
SBRS INC: Taps Michael Jay Berger as Legal Counsel
--------------------------------------------------
S.B.R.S., Inc., seeks approval from the U.S. Bankruptcy Court for
the Central District of California to hire the Law Offices of
Michael Jay Berger as its legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; assist the Debtor in complying with the Office of
the U.S. Trustee's reporting requirements; prepare a plan of
reorganization; and provide other legal services related to its
Chapter 11 case.
Berger's hourly rates are:
Michael Jay Berger, Esq. $525
Senior Associate Attorneys $395 - $400
Mid-level Associate Attorneys $350
Junior Associate Attorneys $275
Senior Paralegals/Law Clerks $225
Paralegals $200
The firm received a retainer in the sum of $15,000, plus $1,717 for
the filing fee.
Mr. Berger disclosed in a court filing that his firm does not hold
or represent any interest adverse to the Debtor's estate, creditors
or equity security holders.
The firm can be reached through:
Michael Jay Berger, Esq.
Law Offices of Michael Jay Berger
9454 Wilshire Blvd, Sixth Floor
Beverly Hills, CA 90212
Phone: 310-271-6223
Fax: 310-271-9805
Email: michael.berger@bankruptcypower.com
About S.B.R.S. Inc.
S.B.R.S., Inc. sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. C.D. Calif. Case No. 17-13063) on November 16, 2017.
Judge Maureen Tighe presides over the case. At the time of the
filing, the Debtor disclosed that it had estimated assets and
liabilities of $1,000,001 to $10 million.
SBRS previously filed for Chapter 11 bankruptcy protection (Bankr.
C.D. Calif. Case No. 15-10657) on Feb. 10, 2015, listing $1.81
million in total assets and $1.83 million in total liabilities.
SCHUMACHER GROUP: S&P Alters Outlook to Neg. on Operating Weakness
------------------------------------------------------------------
S&P Global Ratings affirmed its ratings on integrated emergency
department and hospitalist services provider The Schumacher Group
of Delaware Inc., including the 'B' corporate credit rating, and
revised the outlook to negative from stable.
The negative rating outlook is based on Schumacher's goodwill
impairment given greater-than-expected difficulty in raising
margins on some underperforming acquired contracts. S&P said,
"While we have not revised our base-case forecast and continue to
expect debt to EBITDA of around 8x through 2017, and not receding
below 7x until 2018, we see elevated risk to this base case,
including potential for weaker revenues and margins, leading to
cash flow uncertainty, increasing debt leverage, and volatility in
earnings.
"Our negative outlook on Schumacher reflects the underlying
uncertainty regarding the company's projected top-line growth and
cash flow, resulting from continued lower volume and revenues as
well as EBITDA pressure due to increasing provider costs. We also
view the recent impairment charge as indicative of cash flow risk
caused by continuing underperformance of some contracts."
SEADRILL LIMITED: Committee Taps Machado as Brazilian Counsel
-------------------------------------------------------------
The official committee of unsecured creditors of Seadrill Limited
seeks approval from the U.S. Bankruptcy Court for the Southern
District of Texas to hire Machado, Meyer, Sendacz E Opice Advogados
to provide legal advice on matters of Brazilian law.
The committee is conducting investigation into the pre-bankruptcy
transactions involving the company and its affiliates, including
their secured debt facilities. Some of the documents related to
the debt facilities are governed by or implicate Brazilian law.
The attorneys who will be representing the committee and their
hourly rates are:
Jose Virgilio Lopes Enei US$610
Fabio Falkenburger US$610
Maria Fernanda Soares US$400
Lucas Seabra US$400
Gabriel Mundim US$400
Larissa Gebrim US$230
Jessica Borges US$230
Other attorneys, paralegals and case management clerks may also
assist the committee. Their hourly rates are:
Partner (VI) US$610
(More than 4 years as a partner)
Junior Partner (V) US$540
(0 to 4 years as a partner)
Senior Associate (IV) US$460
(more than 8 years as an associate)
Senior Associate (III) US$400
(5 to 10 years as an associate)
Associate (II) US$300
(3 to 7 years as an associate)
Junior Associate (I) US$230
(0 to 4 years as an associate)
Legal Assistant US$190
(not yet admitted as a lawyer but
already retained as a full-time
professional employee of the firm)
Trainee US$170
(law student typically in the last
2 years of a 5-year graduation course)
Jose Virgilio Lopes Enei, Esq., disclosed in a court filing that
his firm is "disinterested" as defined in section 101(14) of the
Bankruptcy Code.
In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Mr.
Enei disclosed that his firm has not agreed to any variations from,
or alternatives to, its standard or customary billing arrangements;
and that no Machado professional has varied his rate based on the
geographic location of the Debtors' bankruptcy cases.
Mr. Enei also disclosed that his firm has not represented the
committee before its formation and that the firm's billing rates
have not changed since the petition date.
Machado is developing a budget and staffing plan for the period
through December 31 that will be presented for approval by the
committee, according to Mr. Enei.
The firm can be reached through:
Jose Virgilio Lopes Enei, Esq.
Machado, Meyer, Sendacz E Opice Advogados
3144 Avenida Brigadeiro Faria Lima
Sao Paulo, Brazil
About Seadrill Limited
Seadrill Limited is a deepwater drilling contractor, providing
drilling services to the oil and gas industry. It is incorporated
in Bermuda and managed from London. Seadrill and its affiliates own
or lease 51 drilling rigs, which represents more than 6% of the
world fleet.
As of Sept. 12, 2017, Seadrill employs 3,760 highly-skilled
individuals across 22 countries and five continents to operate
their drilling rigs and perform various other corporate functions.
As of June 30, 2017, Seadrill had $20.71 billion in total assets,
$10.77 billion in total liabilities and $9.94 billion in total
equity.
Seadrill reported a net loss of US$155 million on US$3.17 billion
of total operating revenues for the year ended Dec. 31, 2016,
following a net loss of US$635 million on US$4.33 billion of total
operating revenues for the year ended in 2015.
After reaching terms of a reorganization plan that would
restructure $8 billion of funded debt, Seadrill Limited and 85
affiliated debtors each filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No.
17-60079) on Sept. 12, 2017.
Together with the chapter 11 proceedings, Seadrill, North Atlantic
Drilling Limited ("NADL") and Sevan Drilling Limited ("Sevan")
commence liquidation proceedings in Bermuda to appoint joint
provisional liquidators and facilitate recognition and
implementation of the transactions contemplated by the RSA and
Investment Agreement. Simon Edel, Alan Bloom and Roy Bailey of
Ernst & Young serve as the joint and several provisional
liquidators.
In the Chapter 11 cases, the Company has engaged Kirkland & Ellis
LLP as legal counsel, HoulihanLokey, Inc. as financial advisor, and
Alvarez & Marsal as restructuring advisor. Willkie Farr & Gallagher
LLP, serves as special counsel to the Debtors. Slaughter and May
has been engaged as corporate counsel, and Morgan Stanley serves as
co-financial advisor during the negotiation of the restructuring
agreement. Advokatfirmaet Thommessen AS serves as Norwegian
counsel. Conyers Dill & Pearman serves as Bermuda counsel.
PricewaterhouseCoopers LLP UK, serves as the Debtors' independent
auditor; and Prime Clerk is their claims and noticing agent.
On September 22, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The committee hired
Kramer Levin Naftalis& Frankel LLP, as counsel; Cole Schotz P.C. as
local and conflict counsel; Zuill& Co. as Bermuda counsel; Quinn
Emanuel Urquhart & Sullivan, UK LLP as English counsel;
Advokatfirmaet Selmer DA as Norwegian counsel; and Perella Weinberg
Partners LP as investment banker.
SENIOR HOUSING: Moody's Affirms (P)Ba1 Pref. Stock Shelf Rating
---------------------------------------------------------------
Moody's Investors Service has affirmed the Baa3 senior unsecured
debt rating of Senior Housing Properties Trust (SNH). The outlook
remains stable. The stable outlook reflects Moodys expectation that
the healthcare REIT will maintain adequate liquidity as it seeks
continued growth and refinancing of 2018 and 2019 maturities.
Moody's also expects the REIT will maintain leverage at, or below,
existing levels.
The following ratings were affirmed:
Senior Housing Properties Trust -- senior unsecured debt at Baa3;
senior unsecured shelf at (P)Baa3; preferred stock shelf at (P)Ba1
RATINGS RATIONALE
SNH's Baa3 rating reflects its sound capital structure,
characterized by modest overall leverage and secured debt levels.
The REIT's effective leverage (debt plus preferred stock as % of
gross assets) was 41% as of 3Q17, down slightly from 42% as of
YE15. Net Debt/EBITDA was 6.1x for 9M17 and has remained consistent
around this level over the past few years. Secured debt was modest
at 9% of gross assets as of 3Q17.
SNH's ratings also reflect its focus on private pay sub-segments of
the healthcare real estate market, which leaves it with modest
exposure to government reimbursement risk. For 3Q17, 53% of SNH's
NOI was derived from senior housing facilities (including 39% from
triple-net leases and 14% from TRS operations) and 41% from medical
office and life science buildings. The REIT's MOB/life sciences
portfolio adds stability to its earnings profile as these assets
tend to have higher occupancy and tenant retention.
Key credit challenges include SNH's material concentration with
Five Star Quality Care (28% of 3Q17 annualized rental income) and
an external management structure that constrains its franchise and
creates potential conflicts of interest. In addition, senior
housing fundamentals remain weak as certain markets face elevated
new supply, a trend expected to persist in 2018. Moody's notes that
the REIT's solid cash flow metrics, including fixed charge coverage
of 3.5x for 9M17, provide cushion to absorb modest cash flow
declines.
A ratings upgrade would likely reflect Net Debt/EBITDA below 5x
over the next 12-18 months, Five Star closer to 10% of annualized
rental income (excluding TRS operations), and good operating
performance, as evidenced by improving property coverage ratios and
mid-single digit NOI growth from the senior housing operations.
A downgrade would be precipitated by sustained deterioration in the
credit profile from one of its top tenants, effective leverage
above 45%, Net Debt/EBITDA above 6.5x or fixed charge coverage
below 2.5x.
Senior Housing Properties Trust (Nasdaq: SNH) is a real estate
investment trust, or REIT, which owns senior living communities,
medical office buildings and wellness centers throughout the United
States. SNH is managed by the operating subsidiary of The RMR Group
Inc. (Nasdaq: RMR), an alternative asset management company that is
headquartered in Newton, MA.
The principal methodology used in these ratings was Global Rating
Methodology for REITs and Other Commercial Property Firms published
in July 2010.
SEQUA CORP: Term Loan Repricing No Impact on Fitch's 'B-' IDR
-------------------------------------------------------------
Fitch Ratings does not expect Sequa Corp's planned re-pricing of
its 1st lien senior secured term loan, due in November 2021, will
have a material impact on the ratings of the company or the loan.
Sequa's current Long-Term Issuer Default Rating (IDR) is 'B-'; the
current long-term ratings on its senior 1st lien revolver and 1st
lien term loan are 'B'/'RR3', and the senior 2nd lien secured term
loan rating is 'CCC'/'RR6'. The Rating Outlook is Stable.
Sequa is in the process of re-pricing its existing $918 million 1st
lien secured term loan due in 2021. The security for the debt
consists of all tangible and intangible assets of Sequa and its
direct and indirect material wholly owned subsidiaries, including
capital stock of subsidiaries. The re-pricing will not affect the
key provisions, collateral, covenants, or maturity of the loan.
Overall, Fitch views the re-pricing as a prudent move to take
advantage of receptive market conditions to reduce cash interest
cost. Fitch also believes it could contribute to increased
financial flexibility over time, although it will likely remain
limited in the near term.
Sequa's 'B-' IDR is supported by ongoing cost cutting and
restructuring initiatives, anticipated financial and operational
improvements at the Chromalloy segment, the Precoat segment's
leading market position and the company's experienced management
team. Other factors supporting the rating include the technology
incorporated into Chromalloy's products, the support of the main
equity holder, The Carlyle Group, the currently healthy commercial
aviation market, the outlook for rising defense expenditures in the
U.S. and other parts of the world, and large net operating losses
that will shield cash tax payments over the rating horizon.
Fitch believes Sequa's ratings are also supported by the recent
partnership with Siemens to produce gas turbine parts, as well as
the prospect of continued high levels of maintenance work on the
KC-10. Fitch also considers the expansion of PMA platforms to be
positive, and which will likely contribute to the company's organic
growth over the next few years, particularly in aftermarket sales.
Rating concerns include Sequa's limited financial flexibility,
moderate execution risk, high degree of competition at Chromalloy
and the cyclicality of both the aerospace and construction
industries, which contributes to Sequa's sensitivity to economic
downturns. Other key risks to the rating include continued pressure
in the commercial aviation aftermarket business from OEMs and other
players (most of which are larger than Chromalloy) and other trends
in the aftermarket business such as 3D printing and data analytics
-- both of which create uncertainty about the future structure of
the business -- inventory risk, and customer concentration and
contract exposure.
Fitch also expects Sequa's Q3 2017 financial results were adversely
affected by the severe hurricane season after the company
experienced temporary plant closures in Houston, TX and Tampa, FL.
Fitch does not expect these events to have a prolonged negative
financial impact beyond 2017.
The 'B' rating on the term loan is based on Fitch's recovery
analysis, which reflects a scenario in which a distressed
enterprise value is allocated to the various debt classes in a
going-concern scenario, which Fitch considers to be more likely
than a liquidation scenario. The 'RR3' indicates recovery prospects
for the term loan in the range of 51% to 70%.
Fitch's recovery assumptions are based on the company's competitive
advantage at Precoat and the high degree of technology incorporated
into Chromalloy's products. Fitch also considered Sequa's modest
contract exposure, the high degree of competition and pressure in
the commercial aftermarket business, particularly from OEMs, as
well as cyclicality in the company's main end-markets.
Current Sequa Corporation ratings:
-- Long-term IDR 'B-';
-- Senior 1st lien secured revolver 'B'/'RR3';
-- Senior 1st lien secured term loan 'B'/'RR3';
-- Senior 2nd lien secured term loan 'CCC'/'RR6'.
The Rating Outlook is Stable.
SHERIDAN II: Moody's Hikes CFR to Caa2 on Reduced Default Risk
--------------------------------------------------------------
Moody's Investors Service upgraded each of Sheridan Investment
Partners II, L.P.'s (SIP II), Sheridan Production Partners II-A,
L.P.'s (Fund II-A) and Sheridan Production Partners II-M, L.P.'s
(Fund II-M), (collectively Sheridan II) Corporate Family Ratings
(CFR) to Caa2 from Caa3 and Probability of Default Ratings (PDR) to
Caa2-PD from Caa3-PD. The senior secured term loans at SIP II, Fund
II-A and Fund II-M were upgraded to Caa1 from Caa3. The outlooks
are stable.
On October 6, Sheridan-II closed on a transaction to concurrently
issue $388 million of subordinated unsecured term loan, the
proceeds of which, combined with equity contributions from the
limited partners, were used to paydown $450 million of outstanding
debt under the revolving credit facility, leaving a balance of $67
million outstanding. Post the transaction, the outstanding balance
under the revolver was $67 million, the Term Loan-B balance was
$552 million, and the subordinated debt balance was $388 million.
The transaction resulted in the extension of the maturity of the
revolving credit facility to June 2020 and a borrowing base
redetermination holiday until March 2019.
"Sheridan II's paydown of its secured debt and the amendment of the
revolving credit facility terms substantially reduces its near term
default risk, allowing the company to focus on pursuing a drilling
program to grow its reserves and improve its cashflow metrics"
commented Sreedhar Kona, Moody's Senior Analyst. "Sheridan II's
ability to grow its production and the hedge book contribute to the
stable outlook."
Upgrades:
Issuer: Sheridan Investment Partners II, LP
-- Corporate Family Rating, Upgraded to Caa2 from Caa3
-- Probability of Default Rating, Upgraded to Caa2-PD from Caa3-
PD
-- Senior Secured Term Loan, Upgraded to Caa1 (LGD3) from Caa3
(LGD4)
-- Issuer: Sheridan Production Partners II-A, LP
-- Corporate Family Rating, Upgraded to Caa2 from Caa3
-- Probability of Default Rating, Upgraded to Caa2-PD from Caa3-
PD
-- Senior Secured Term Loan, Upgraded to Caa1 (LGD3) from Caa3
(LGD4)
Issuer: Sheridan Production Partners II-M, LP
-- Corporate Family Rating, Upgraded to Caa2 from Caa3
-- Probability of Default Rating, Upgraded to Caa2-PD from Caa3-
PD
-- Senior Secured Term Loan, Upgraded to Caa1 (LGD3) from Caa3
(LGD4)
Outlook Actions:
Issuer: Sheridan Investment Partners II, LP
Outlook, Stable
Issuer: Sheridan Production Partners II-A, LP
Outlook, Stable
Issuer: Sheridan Production Partners II-M, LP
Outlook, Stable
RATINGS RATIONALE
The upgrade of Sheridan II's CFR to Caa2 reflects Moody's view that
the company's imminent default risk due to revolving credit
facility maturity in February 2018 has been substantially reduced
at least through March 2019, when the company's borrowing base will
be redetermined. Sheridan has significantly reduced its secured
debt burden by paying down $450 million of the revolving credit
facility, while the amended terms give the company the flexibility
to grow. The company's hedge book provides a meaningful certainty
of revenue through 2018 and beyond. Sheridan II's ratings are
constrained by its continued poor asset value to total debt ratio
and the low likelihood of improvement in that ratio in the near
term. The rating is also constrained by Sheridan II's complex
organizational structure that was created to address business and
tax considerations of a diverse mix of individual, corporate, and
tax-exempt investors. The funds were created to be an investment
vehicle with a mandate to buy mature producing fields while
reducing commodity price risk through hedging.
The term loans of all the funds are rated Caa1 (1 notch above the
CFR), incorporating a one notch down override from the rating
implied by Moody's Loss Given Default (LGD) methodology. Although
the revolver and the term loan benefit from the substantial cushion
junior to the secured facilities, in the form of $388 million of
subordinated loan, the uncertainty around the asset valuation
warrants an override. The senior secured debt of Sheridan II is
comprised of revolving credit facilities (currently $67 million
outstanding in total) and term loans (currently $552 million
outstanding) made available to SIP II, Fund II-A, and Fund II-M.
On a combined basis, Sheridan II has weak liquidity through 2018.
Post the closing of the October 6 transaction, the cash balance was
approximately $20 million and Moody's expects cash flow from
operations to be the only other source of liquidity to fund
projected capital expenditure requirements. Sheridan II's revolving
credit facility matures in June 2020 and the senior secured term
loans mature in December 2020. There is no availability under
either of those facilities. Any excess cash flow generated will
most likely be used to reduce debt, in order to reduce the
borrowing base deficiency risk at the March 2019 redetermination.
Sheridan II's covenants include an asset coverage test (defined as
PV-9 value to sum of the revolver and secured term loan
outstandings to be a minimum of 1.35x at year-end 2017 and stepping
up to 1.5x after June 30, 2018), minimum current ratio of 1.0x and
interest coverage ratio of 2.25x. Moodys expect Sheridan II to be
in compliance through 2018.
The stable outlook reflects the reduced default risk and the
company's ability to grow its reserves and improve cashflow
metrics.
A ratings upgrade is less likely in the short term given the
elevated debt burden and the company's limited ability to improve
its leverage metrics. The company's ratings are also constrained by
the structure of the funds, which requires a gradual liquidation of
the asset base over time. Sheridan II could be considered for an
upgrade if the asset coverage improves considerably and it
maintains adequate liquidity.
Ratings could be downgraded if the company's retained cashflow to
debt ratio is below 5% by the end of 2018 or if the company is
unable to grow its reserves.
The principal methodology used in these ratings was Independent
Exploration and Production Industry published in May 2017.
Sheridan Investment Partners II, L.P. (SIP II), Sheridan Production
Partners II-A, L.P. (Fund II-A), Sheridan Production Partners II-B,
L.P. (Fund II-B), and Sheridan Production Partners II-M, L.P. (Fund
II-M) are a related group of private investment companies created
to acquire and exploit mature producing oil and gas properties in
the United States.
SHIRAZ HOLDINGS: Seeks to Hire Ten-X as Auctioneer
--------------------------------------------------
Shiraz Holdings, LLC, seeks approval from the U.S. Bankruptcy Court
for the Southern District of Florida to hire Ten-X, LLC, as its
auctioneer.
The firm will assist in the auction of the Debtor's real property
located at 1130 Hurricane Shoals Road, Lawrenceville, Georgia.
Ten-X will receive a fee at closing of the sale in an amount equal
to 5% of the buyer's offer price but not less than $40,000. This
buyer's premium will be added to the buyer's offer price to equal
the total purchase price payable by buyer.
The sale can be terminated at any time by the Debtor prior to Feb.
21, 2018. Should the sale be terminated, Ten-X is only entitled to
a termination fee of $20,000.
Moreover, if the result of the auction is a high bid by credit bid
of either CCOP, LLC or United Community Bank, the firm's
compensation will be capped at $20,000.
Terrance Rochford, senior director of Ten-X, disclosed in a court
filing that he and other members of his firm do not hold any
interest adverse to the Debtor's bankruptcy estate.
The firm can be reached through:
Terence Emmett Rochford
Ten-X, LLC
1111 Brickell Avenue, Suite 2625
Miami, FL 33131
About Shiraz Holdings, LLC
Shiraz Holdings, LLC, based in Delray Beach, Fla., filed a Chapter
11 petition (Bankr. S.D. Fla. Case No. 17-17968) on June 26, 2017.
The Hon. Paul G. Hyman, Jr. presides over the case. Thomas M.
Messana, Esq., at Messana, P.A., serves as bankruptcy counsel.
In its petition, the Debtor estimated $10 million to $50 million in
both assets and liabilities. The petition was signed by Jordan A.
Satary, managing member.
SIXTY ONE SIXTY: Taps Hoffman Larin as Legal Counsel
----------------------------------------------------
Sixty One Sixty, LLC, seeks approval from the U.S. Bankruptcy Court
for the Southern District of Florida to hire Hoffman, Larin &
Agnetti, P.A., as its legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; negotiate with creditors; assist in the
preparation of a plan of reorganization; and provide other legal
services related to its Chapter 11 case.
Zulu Bravo LLC, a Wyoming-based company that manages the Debtor,
paid Hoffman a $6,800 fee and cost retainer in connection with the
case and may continue to pay the firm's fees.
Michael Hoffman, Esq., disclosed in a court filing that he and his
firm do not hold or represent any interest adverse to the Debtor.
The firm can be reached through:
Michael S. Hoffman, Esq.
Hoffman, Larin & Agnetti, P.A.
909 North Miami Beach Blvd., Suite 201
North Miami Beach, FL 33162
Tel: (305) 653-5555
Fax: (305) 940-0090
Email: mshoffman@hlalaw.com
About Sixty One Sixty LLC
Sixty One Sixty, LLC's principal assets are located at 6060 Indian
Creek Miami Beach, Florida. It is owned by various owners of
condominium units at the Sixty Sixty Condominium Association, Inc.
and is managed by Zulu Bravo LLC, a Wyoming-based company.
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.
SIXTY SIXTY CONDO: Bank of America To Be Paid $20,000 Under Plan
----------------------------------------------------------------
Sixty Sixty Condominium Association, Inc., filed with the U.S.
Bankruptcy Court for the Southern District of Florida a third
amended disclosure statement dated Nov. 15, 2017, in support of the
Debtor's third amended plan of reorganization.
Class 3 Secured Claim of Bank of America are impaired by the Plan.
Class 3 will be completely and fully satisfied. The Allowed Class
3 Secured Claim, if any, in connection with the sale of Unit 505,
will be paid $20,000 to BOA within 10 business days of the Closing
Date.
Class 8 General Unsecured Claims will be completely and fully
satisfied. Each holder of an Allowed Class 8 Unsecured Claim will
receive a its pro rata distribution of the balance of the cash
available to the Debtor on the Effective Date remaining after
payment of all allowed secured, allowed administrative claims,
professional fee claims, U.S. Trustee fees, and priority unsecured
tax claims.
Pursuant to the terms of the KFI Offer, certain funding for the
Third Amended Plan will be provided from the proceeds of the sales
of the Residential and Commercial Units owned by the Debtor, the
collection of outstanding assessments against participating RUOs
and Debtor's current assets.
The Debtor anticipates receiving approximately $1.09 million in
connection with the sale of its Commercial and Residential Units
and collection of approximately $175,000 from outstanding
assessments against Residential Units.
Under the KFI Offer, each Residential and Commercial Unit owner is
responsible to pay its proportionate share of the claim of FB&S, if
any. It is anticipated that, in the absence of a resolution with
FB&S, the Debtor will object to the claim of FB&S for a variety of
reasons.
With respect to the Debtor, the proceeds of the sale of the
Commercial Units and Residential Unit 505 will be used to satisfy
any all allowed secured claims against same (including the Debtor's
allocable share of approximately 16.6401% of the FB&S claim, which
percentage totals approximately $171,794.55).
With respect to the RUOs that participate in the bulk sale
(including RUO LLC), the proceeds of the sale of their Residential
shall be used to satisfy any and all allowed secured claims against
same (including their allocable share, of the FB&S claim).
Moreover, each Residential and Commercial Unit owner will pay all
other liens encumbering their individual units at closing necessary
to satisfy their pro-rata share of any blanket liens against the
Condominium, if any, thus satisfying certain potential unsecured
claims against the Debtor related to same.
The proceeds of the sale of the Commercial Units and Residential
Unit and other assets available to the Debtor in excess of the
allowed secured claims will be applied to allowed administrative,
allowed priority and allowed unsecured claims as of the Effective
Date (including allowed unsecured claim of FB&S). All allowed
secured, administrative and unsecured claims will be paid on the
Effective Date.
The Effective Date of the Third Amended Plan means the 30 days
after the Closing Date unless a later date is requested by the
Debtor. The Closing Date means the date of the closing of the sale
to either KFI or Holdings pursuant to their respective contracts.
A copy of the Third Amended Disclosure Statement is available at:
http://bankrupt.com/misc/flsb16-26187-445.pdf
As reported by the Troubled Company Reporter on Oct. 17, 2017, the
Debtor filed with the Court a second amended plan of reorganization
dated Sept. 25, 2017. Under that plan, each holder of an Allowed
Class 8 Unsecured Claim would receive a monthly distribution over a
period of 36 months sufficient to pay allowed claim 100% of the
dollar amount of claim as of the petition date funded by any excess
proceeds from the sale of the Debtor's Commercial Units and
Residential Unit 505, if available and the Reorganization Special
Assessment.
About Sixty Sixty Condominium
Sixty Sixty Condominium is a mixed-use hotel/residential building
located at 6060 Indian Creek Drive in Miami Beach, Florida. Sixty
Sixty Condominium Association, Inc., a non-profit corporation, is
responsible for, among other things, the management, operation, and
maintenance of the Condominium's "Common Elements", and other
obligations imposed by state statute.
Sixty Sixty Condominium Association, Inc., filed a Chapter 11
bankruptcy petition (Bankr. S.D. Fla. Case No. 16-26187) on Dec. 5,
2016, listing $100,000 to $500,000 in total assets and $1 million
to $10 million in liabilities. The petition was signed by Maria
Velez, president of the Board of Directors.
The Hon. Robert A. Mark presides over the case.
Brett D. Lieberman, Esq., at Messana, P.A., is the Debtor's
counsel. Juda Eskew & Associates, PA, serves as the Debtor's
accountant. The Debtor tapped Jason Welt of Trustee Realty, Inc.,
as broker.
An official committee of unsecured creditors has not been appointed
in the Chapter 11 case.
SOLBRIGHT GROUP: AIP Asset Mgt. Group Has 20.8% Stake
-----------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange
Commission, the following reporting persons disclosed beneficial
ownership of shares of common stock, par value $0.001, of Solbright
Group, Inc. as of May 1, 2017:
Shares Percentage
Beneficially of
Entity Owned Shares
------ ------------ ----------
AIP Global Macro Fund LP 2,696,961 11.07%
AIP Canadian Enhanced Income Class 2,223,394 9.3%
AIP Global Macro Class 801,022 3.7%
AIP Asset Management Inc. 5,721,377 20.88%
Jayahari Balasubramaniam 5,721,377 20.88%
AIP Asset Management acts as an investment adviser (portfolio
manager) to, and manages investment and trading accounts of, other
persons, including AIP Global Macro Fund LP, AIP Canadian Enhanced
Income Class and AIP Global Macro Class. Mr. Balasubramaniam is
the senior portfolio manager and the sole person who makes
investment decisions on behalf of AIP Asset Management and may be
deemed to control AIP Asset Management and beneficially own
securities owned or managed by AIP Asset Management.
Each reporting person may be deemed to be a member of a group with
respect to the issuer or securities of the issuer for the purposes
of Section 13(d) or 13(g) of the Act. Each reporting person
declares that neither the filing of this statement nor anything
herein shall be construed as an admission that such person is, for
the purposes of Section 13(d) or 13(g) of the Act or any other
purpose, (i) acting (or has agreed or is agreeing to act) with any
other person as a partnership, limited partnership, syndicate or
other group for the purpose of acquiring, holding or disposing of
securities of the issuer or otherwise with respect to the issuer or
any securities of the issuer or (ii) a member of any syndicate or
group with respect to the issuer or any securities of the issuer.
The address of the principal business office of each reporting
person is TD Tower North, 77 King Street W., Suite 4140, Toronto,
ON M5K1E7 Canada.
A full-text copy of the regulatory filing is available at:
https://is.gd/ryQZC9
About Solbright Group
Formerly known as Arkados Group, Inc., Solbright Group, Inc. --
http://www.arkadosgroup.com-- is an industrial automation and
energy management company providing Industrial Internet of Things
(IoT) solutions that help commercial and industrial facilities
increase efficiency and reduce cost. Headquartered in Newark, New
Jersey, the Company delivers technology solutions for building and
machine automation and energy conservation that complement its
energy conservation services such as LED lighting retrofits, HVAC
system retrofits and solar engineering, procurement and
construction services. The company's focus is towards the
development and commercialization of an Internet of Things software
platform that supports Big Data applications that complement its
energy management services. More information is available at
www.arkadosgroup.com.
On Oct. 30, 2017, Arkados Group filed its Certificate of Amendment
of the Certificate of Incorporation with the Secretary of State of
the State of Delaware changing the name of the Company to
"Solbright Group, Inc." The holders of a majority of the votes
entitled to be cast by all the Company's outstanding shares adopted
resolutions by written consent, in lieu of a meeting of
stockholders, to amend the Company's Certificate of Incorporation
to change its name to Solbright Group, Inc. to better reflect the
business of the Company. On Nov. 3, 2017, the Company received
notification from FINRA that as of Nov. 6, 2017, the new symbol of
the Company will be "SBRT".
The report from the Company's independent registered public
accounting firm for the year ended May 31, 2017, includes an
explanatory paragraph stating that the Company has incurred
recurring operating losses and will have to obtain additional
capital to sustain operations. RBSM LLP, in New York, said these
conditions raise substantial doubt about the Company's ability to
continue as a going concern.
Arkados incurred a net loss of $3.34 million for the year ended May
31, 2017, following a net loss of $3.11 million for the year ended
May 31, 2016. As of Aug. 31, 2017, Arkados had $19.17 million in
total assets, $15.32 million in total liabilities and $3.84 million
in total stockholders' equity.
SOTHEBY'S: Moody's Rates Proposed $400MM Senior Unsecured Notes Ba3
-------------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Sotheby's
proposed $400 million 8-year senior unsecured notes. Moody's also
affirmed the company's Ba2 Corporate Family rating, Ba2-PD
Probability of Default rating and its Speculative Grade Liquidity
rating at SGL-1. The rating outlook is stable. The proceeds of the
notes will be used to repay the company's existing $300 million
senior unsecured notes, repay loans outstanding under the existing
revolving credit facility and pay fees and expenses of the
transaction. The rating are subject to receipt of final terms and
conditions. The note issuances will extend Sotheby's debt maturity
profile and will not adversely impact leverage or coverage.
Outlook Actions:
Issuer: Sotheby's
-- Outlook, Remains Stable
Affirmations:
Issuer: Sotheby's
-- Probability of Default Rating, Affirmed Ba2-PD
-- Speculative Grade Liquidity Rating, Affirmed SGL-1
-- Corporate Family Rating, Affirmed Ba2
Assignments:
-- Senior Unsecured Notes, Assigned Ba3(LGD5)
RATINGS RATIONALE
Sotheby's credit profile (Ba2 CFR) is supported by the company's
strong qualitative factors which include its position as 1 of just
2 major global auction houses, its well-known expertise in a highly
specialized industry characterized by high barriers to entry and
prudent financial policy. Sotheby's financial policy is focused on
maintaining enough liquidity and financial flexibility to weather
inevitable cyclical downturns that can drive leverage up. The
company has a clearly stated lease adjusted debt to EBITDAR
leverage target of 3.5 times to 4.0 times through the cycle at its
agency segment. This target excludes the finance segment results
and borrowings. Additionally, Sotheby's benefits from very good
liquidity.
The company's credit profile is constrained by the high cyclicality
of the art auction market which can result in dramatic swings in
operating performance and credit metrics, such that Sotheby's most
recently experienced beginning in the fourth quarter of 2015
through year-end 2016 when debt/EBITDA rose to 5.7x from 4.0x in
2015. The art auction market has begun to rebound in 2017 with
aggregate auction sales up 9% in the first nine months of 2017 and
debt/EBITDA has declined to 4.7x as of LTM 9/30/17.
The stable outlook reflects Moodys view that the auction market
will continue to rebound, Sotheby's will maintain a very good
liquidity profile and will manage share repurchase activity in the
context of its stated financial policy.
Ratings improvement is limited due to Sotheby's vulnerability to
dramatic swings in operating performance caused by the cyclicality
of the art auction market. Since there is a direct correlation
between Sotheby's operating performance and the size of the total
auction market, an upgrade would require the auction market to
demonstrate greater stability that results in more resilience in
Sotheby's operating performance. In addition, an upgrade would
require Sotheby's to maintain very good liquidity as well as its
balanced financial policies.
Ratings could be downgraded if Sotheby's liquidity weakens and is
insufficient to support the company through cyclical downturns in
the auction market. Ratings could also be downgraded should the
company change its financial policy by increasing its current 3.5
times to 4.0 times leverage target or should Sotheby's increase the
borrowings under its revolving credit facility above $750 million
in order to support growth of its loan portfolio. Ratings could
also be downgraded should Sotheby's market position erode, or
should the auction market face a protracted structural downturn.
Sotheby's, headquartered in New York NY, is one of the two largest
auction houses in the world. Total revenues are about $983 million
for the last twelve month period ending September 30, 2017
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
SOTHEBY'S: S&P Rates $400MM Unsecured Notes Due 2025 'B+'
---------------------------------------------------------
S&P Global Ratings assigned its 'B+' issue-level rating and '5'
recovery rating to Sotheby's proposed $400 million senior unsecured
note offering due in 2025. The '5' recovery rating reflects our
expectation of modest (10%-30%; rounded estimate: 10%) recovery of
principal in the event of a payment default. Sotheby's intends to
use a portion of the net proceeds to redeem $300 million of the
principal amount of its unsecured senior notes due 2022 and the
balance to partially repay borrowings under the revolving credit
facilities. The notes are unsecured senior obligations that rank
at parity with the company's other unsecured debt, but are
structurally subordinated to liabilities of the company's
non-guarantor subsidiaries.
S&P said, "All of our existing ratings on the company are
unchanged, including the 'BB-' corporate credit rating and stable
outlook. We estimate the company had roughly $1 billion in
adjusted debt outstanding as of Sept. 30, 2017. For the 12 months
ended Sept. 30, 2017, debt leverage was about 4.6x and interest
coverage was 7.8x. We estimate pro forma for the proposed issuance
and debt repayment, leverage will remain largely unchanged and
interest expense should decline modestly. We believe the company
will continue to direct free cash flow toward share repurchases and
strategic acquisitions."
The rating reflects the company's strong competitive position in
the art auction sector, with its brand recognition and high EBITDA
margins. The inherent earnings volatility stemming from the supply
and price of art and highly seasonal sales, with the fourth quarter
representing roughly 60% of the overall EBITDA is also a factor in
the rating. Over the next two years S&P expects Sotheby's will
continue investing in technology to meet the growing demand of
online fine art market consumers while renovating existing
facilities and benefiting from recent acquisitions.
RECOVERY ANALYSIS
Key Analytical Factors
S&P Global Ratings' simulated default scenario contemplates a
significant decline in the worldwide art auction market perhaps
because of global economic turmoil, which results in a precipitous
drop in Sotheby's revenue and margins. S&P expects these events, in
turn, would impair Sotheby's ability to meet its fixed-charge
obligations.
The recovery rating assigned to Sotheby's senior unsecured notes
reflects our estimated emergence valuation of $615 million, derived
by applying a 6x multiple to our projected emergence EBITDA, and
contemplates an emergence scenario that follows a simulated 2021
default, as a result of global economic turmoil that leads to a
severe decline in the worldwide art auction market and a steep
contraction in the company's revenue and margins.
Simplified waterfall
-- Emergence EBITDA: about $103 million
-- Multiple: 6.0x
-- Gross enterprise value: about $615 million
-- Unpledged value from non-guarantors: 104 million
-- Senior notes claims: about $409 mil.
--Recovery range: 10%-30% (rounded estimate: 10%)
Note: All debt amounts include six months of prepetition
interest.
RATING LIST
Sotheby's Corporate Credit Rating BB-/Stable/--
New Ratings
Sotheby's Senior Unsecured
$400 mil notes due 2025 B+
Recovery Rating 5(10%)
SOUTHWESTERN ENERGY: Fitch Affirms 'BB' LT Issuer Default Rating
----------------------------------------------------------------
Fitch Ratings has affirmed Southwestern Energy Company's
(Southwestern; NYSE: SWN) Long-Term Issuer Default Rating at 'BB'.
The Rating Outlook is Stable.
Approximately $4.4 billion in debt is affected by today's rating
action.
Southwestern's rating reflects its production size, inventory of
cost advantaged NE and SW Appalachia drilling locations,
encouraging enhanced completion-linked capital efficiency trends,
improved maturity profile, and favourable hedge position and
policy. These considerations are offset by the company's heightened
leverage profile and relatively weak differentials. Another
consideration is the operational initiatives in the Fayetteville to
improve unit economics and, potentially, expand economic drilling
inventory.
KEY RATING DRIVERS
Gas Focus, Wide Differentials: Southwestern has a large, natural
gas-focused production profile with positions in the
Marcellus/Utica and Fayetteville. The company's natural gas price
differential (approximately $0.86/mcf for the first nine months of
2017) is wide relative to non-Marcellus peers mainly due to
transportation constraints and charges. Management expects
transportation constraints to lessen in the 2018-2019 timeframe.
Fitch estimates the average cash breakeven price to be
$2.20-$2.30/mcf, including differentials, cash costs, and preferred
dividends. Fitch recognizes that the company has opted to pay
quarterly preferred dividends in stock, in lieu of cash, since the
second quarter of 2016 to help improve the cash breakeven price
($0.10 to $0.15/mcf) and liquidity profile. Additionally, the
preferred shares will mandatory convert into equity in January
2018.
Moderately Negative FCF: Fitch's base case, assuming a $3/mcf
natural gas price, forecasts Southwestern will be nearly $150
million free cash flow (FCF) negative in 2017. The FCF shortfall is
anticipated to be funded with cash-on-hand from the July 2016
equity offering earmarked to accelerate drilling and completions
activity. Fitch assumes the company maintains a
neutral-to-moderately negative FCF profile over the next few
years.
Improving Leverage Metrics Forecast: Fitch's base case forecasts
gross debt/EBITDA improve to approximately 3.9x in 2017 from
approximately 7.0x in 2016 mainly due to the stronger realized oil
& gas market pricing environment and higher forecasted production
levels. Fitch highlights that gross debt includes the fully drawn
approximately $1.2 billion secured term loan, which management
intends to maintain as cash to improve liquidity and possibly repay
upon establishment of a new, upsized credit facility (approximately
$200 million net term loan outstanding as of Sept. 30, 2017).
Fitch's base case forecasts net debt/EBITDA improves to
approximately 3.0x in 2017 from approximately 4.9x in 2016. Gross
debt/proved developed (PD) reserves and gross debt per flowing
barrel metrics are forecast to be approximately $6.50/boe (nearly
$1.10/mcf) and $14,985, respectively.
Three-Year Rolling Hedging Program: As of October 2017, the company
had natural gas hedges for 139 Bcf (average floor price of
$3.01/mcf), 472 Bcf (average floor price of $2.99/mcf), and 164 Bcf
(average floor price of $2.97/mcf) for the fourth quarter of 2017,
full year 2018, and full year 2019, respectively. This represents
approximately 60%, 52%, and 18% of the company's 2017 production
guidance (mid-point) for the fourth quarter of 2017, full year
2018, and full year 2019, respectively. Management intends to
maintain a rolling three-year hedging program that, subject to
market prices, will hedge 50% to 80% of current production. The
reported net derivative liability was about $6 million as of Sept.
30, 2017.
DERIVATION SUMMARY
Southwestern is among the largest U.S. independent natural gas E&P
companies at around 2.3 Bcfe per day with positions in the NE
Marcellus, SW Marcellus/Utica, and Fayetteville. This is smaller
than EQT Corporation (BBB-/Stable; pro forma for the Rice Energy
acquisition), ExxonMobil Corporation (unrated), and Chesapeake
Energy Corporation (unrated), but generally consistent with
Anadarko Petroleum Corporation (BBB/Stable), Antero Resources Corp.
(unrated), and Cabot Oil & Gas Corporation (unrated). The company's
full-cycle cost profile, including differentials, is competitive
and generally consistent with peers. The company has undertaken a
number of corporate actions to help strengthen its financial
profile, including an equity raise, modified credit agreement,
reduced gross debt, improved maturity profile, and established
hedging program, following a sharp curtailment in drilling activity
during the first half of 2016 due to very weak market prices.
However, the leverage profile remains above that of
investment-grade E&P companies, but consistent with 'BB' category
natural gas-focused peers.
KEY ASSUMPTIONS
Fitch's key assumptions within its rating case for the issuer
include:
-- WTI oil price that trends up from $50/barrel in 2017 to
$55/barrel long term;
-- Henry Hub gas that trends up from $3.00/mcf in 2017 to
$3.25/mcf long term;
-- Average differential around $0.85/mcf in 2017 followed by
incremental improvements;
-- Total production under 2.5Bcf/d, or an approximately 3% year-
over-year growth, in 2017 followed by a moderate production
growth profile thereafter;
-- Liquids mix, principally natural gas liquids, of approximately
11% in 2017 increases annually as production in the SW
Appalachia region grows as a proportion of total production;
-- Discretionary capital spending, excluding capitalized interest
and expenses, is forecast to be under $1 billion in 2017,
consistent with guidance, followed by a relatively balanced
capital spending profile thereafter.
RATING SENSITIVITIES
Developments that May, Individually or Collectively, Lead to
Positive Rating Action
-- Demonstrated commitment to lower gross debt levels.
-- Mid-cycle debt/EBITDA around 2.5x on a sustained basis.
-- Mid-cycle debt/PD reserves below $5.00 to $5.50/boe and/or
debt/flowing barrel under $15,000.
-- Improving differential trends and unit cost profile.
Developments that May, Individually or Collectively, Lead to
Negative Rating Action
-- Failure to manage liquidity and maintain operational momentum.
-- Mid-cycle debt/EBITDA in the 3.5x range on a sustained basis.
-- Mid-cycle debt/PD reserves nearing $6.00 to $6.50/boe and/or
debt/flowing barrel above $17,500 to $20,000.
-- Further weakening in differential trends and the unit cost
profile.
LIQUIDITY
Enhanced Liquidity Profile: Cash & equivalents were approximately
$1 billion as of Sept. 30, 2017. An additional source of liquidity
is the company's $743 million credit facility (approximately $420
million available, considering approximately $323 million in
outstanding letters of credit, as of Sept. 30, 2017) maturing in
December 2020, subject to a springing maturity provision.
Southwestern will also have access to $66 million under its legacy
credit facility through December 2018.
The credit facility is subject to a springing maturity of October
2019 if the company has not amended, redeemed, or refinanced at
least $765 million of the $850 million notes due January 2020 by
October 2019. Under the terms of the agreements, any amendments to
the 2020 notes or refinance debt must extend to at least March
2021. The recent issuance of 2026 and 2027 notes and tender offer
helped mitigate liquidity risk under the springing maturity
provision by refinancing the majority of the 2020 notes. As of
Sept. 30, 2017, the company needed to repay approximately $7
million of the 2020 notes to eliminate springing maturity risk,
which is manageable within current cash-on-hand.
Improved Medium-term Maturity Profile: Southwestern has proactively
improved its medium-term maturity profile through a combination of
debt redemption and tender activity, as well as the unsecured term
loan repayment and credit facility amendment. The company has
minimal maturities until the approximately $1.2 billion secured
term loan and $1 billion senior notes due December 2020 and March
2022, respectively. Management could possibly repay the majority of
the term loan upon establishment of a new, upsized credit facility
(approximately $200 million net term loan outstanding as of Sept.
30, 2017). Fitch believes that recent actions taken by the company
have helped mitigate medium-term refinance risks.
Amended Covenant Package: The company recently amended its interest
coverage and minimum liquidity covenants, as well as mandatory
prepayment and commitment reduction provision, to provide more
capital allocation and liquidity flexibility. The main financial
covenant is a minimum interest coverage covenant of 2.0x.
Southwestern is also subject to an amended minimum liquidity
covenant of $300 million that is triggered if leverage is above 4x.
The company can elect to replace the amended minimum liquidity
covenant with a maximum leverage ratio of no more than 5.5x for the
fiscal quarters ending Sept. 30, 2017 and Dec. 31, 2017 with
periodic step-downs to 4.50x for the fiscal quarter ending Sept.
30, 2018. The modified mandatory prepayment and commitment
reduction provisions allow the company to carve-out and retain the
first $1 billion of applicable cash proceeds from asset sales,
instead of repaying amounts outstanding under the secured term loan
and credit facility, to not affect its credit facility borrowing
capacity.
The secured term loan and credit facility have a minimum collateral
coverage ratio covenant of 1.5x based on an adjusted PV9 of its
Fayetteville E&P properties that includes only 35% of total proved
non-producing and proved undeveloped oil and gas properties. The
2013 credit facility includes a maximum debt-to-capital ratio of
60%, excluding non-cash asset impairments and certain other items.
Other covenants consist of customary additional lien and debt
limitations, transaction restrictions, and change in control
provisions. Fitch believes that the company currently has adequate
financial covenant headroom.
The company recently received consents from the majority of the
2022 and 2025 noteholders to amend certain covenants, including the
lien limitation. The amendment changes the permitted lien
limitation to the greater of $2 billion or 25% adjusted
consolidated net tangible assets from 15% of consolidated assets.
Fitch anticipates the new lien limitation to be materially higher
for the fiscal year ended Dec. 31, 2017 compared to the estimated
approximately $1.1 billion as of Sept. 30, 2017 under the previous
limitation. Management indicated that this amendment will provide
it with additional flexibility to potentially pursue a new credit
facility and refinance the secured term loan.
Manageable Other Liabilities: The company's pension obligations
were underfunded by approximately $36 million as of Dec. 31, 2016,
which Fitch considers to be manageable when scaled to mid-cycle
funds from operations. Southwestern's asset retirement obligation
(ARO) was about $141 million as of Dec. 31, 2016, which is
approximately $60 million below reported year-end 2015 obligations
mainly due to the removal/settlement of obligations related to
asset divestitures.
Other obligations totalled approximately $8.7 billion on a
multi-year, undiscounted basis as of Dec. 31, 2016. The obligations
include: $8.4 billion in pipeline demand transportation charges,
$229 million in operating leases for equipment, office space, etc.,
and $26 million in compression services. As of Sept. 30, 2017,
pipeline demand transportation charges increased to approximately
$8.9 billion. Approximately $3.7 billion of the reported pipeline
obligations still require regulatory approvals and additional
construction efforts.
FULL LIST OF RATING ACTIONS
Fitch has affirmed the company's ratings:
Southwestern Energy Company
-- Long-Term IDR at 'BB';
-- Secured term loan at 'BBB-'/'RR1';
-- Senior unsecured notes at 'BB'/'RR4';
-- Senior unsecured credit facilities at 'BB'/'RR4'.
The Rating Outlook is Stable.
Fitch has also withdrawn the Short-Term IDR and Commercial Paper
rating, since the CP program is no longer active.
SWAGAT HOTELS: Sale of McHenry Property to 2704 for $1.3M Approved
------------------------------------------------------------------
Judge Wendelin I. Lipp of the U.S. Bankruptcy Court for the
District of Maryland authorized Swagat Hotels, LLC to sell the
improved commercial real property commonly known as 2704 Deep Creek
Drive, McHenry, Maryland, at which it operates a hotel trading as
the Quality Inn - McHenry, along with furniture, fixtures and
equipment used in connection with the real property, to 2704
Positive Associates, LP for $1,300,000.
The sale is free and clear of all Liens and Claims.
The Debtor is authorized and directed to make at closing all
payments required to be made pursuant to the Agreement of Sale, and
all such payments, including broker commissions which will not
exceed $75,000 will be (i) deemed allowed administrative expenses
of the Debtor's estate under Section 503(b) of the Bankruptcy Code;
(ii) senior in right of payment to any of the Debtor's creditors
(including, without limitation, all secured creditors); and (iii)
senior in priority to any and all Liens and Claims on the Debtor's
property (including, without limitation, Liens and Claims of the
Debtor's secured creditors), as detailed in the "Use of Proceeds."
The Debtor will file with the Court, within seven days of the
payment thereof, a "Line" confirming that the Debtor has paid all
wages and accrued vacation compensation for which it is
responsible, to its employees. Such payment will be made no later
than seven days after closing of the sale and sooner if possible.
The Debtor will pay all quarterly fees then due to the United
States Trustee, from the proceeds of the sale of its property. The
Debtor agrees to timely pay all future quarterly fees when assessed
until the case is closed, converted, or dismissed.
All professional fees proposed to be paid from the proceeds of the
Sale will be held in trust pending Court approval thereof, after
proper notice and the opportunity for hearing. Such fees will not
be paid unless and until the Court approves them under Section 330
of the Bankruptcy Code.
Pursuant to Bankruptcy Rules 7062, 9014, and 6004(h), the Order
will be effective immediately upon entry, and the Debtor and the
Purchaser are authorized to close the sale upon entry of the
Order.
About Swagat Hotels
Swagat Hotels, LLC, doing business as Quality Inn Deep Creek Lake,
is a Maryland Limited Liability Company operating a hotel trading
as the Quality Inn - McHenry.
Swagat Hotels sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Md. Case No. 16-24255) on Oct. 27, 2016. The
petition was signed by Nitin B. Chhibber, managing member. The
case is assigned to Judge Wendelin I. Lipp. At the time of the
filing, the Debtor estimated assets of less than $50,000 and
liabilities of $1 million to $10 million.
A court filing disclosed that an official committee of unsecured
creditors has not yet been appointed in the Chapter 11 case.
TALLGRASS ENERGY: Add-on Notes Offer No Impact on Moody's Ba2 CFR
-----------------------------------------------------------------
Moody's Investors Service commented that Tallgrass Energy Partners,
LP's (TEP) proposed $250 million of principal amount of additional
senior unsecured notes due 2028 (Additional notes) will not affect
the company's existing credit ratings, including its Ba2 Corporate
Family Rating (CFR) or stable outlook.
The Additional notes are being offered as an addition to the
company's existing $500 million 5.50% senior unsecured notes due
2028 issued in September 2017. The company will use the proceeds
from the offering to repay a portion of the outstanding
indebtedness under its revolving credit facility.
"Moodys expect the transaction to be leverage neutral and will
create additional liquidity under the revolving credit facility"
commented, Sreedhar Kona, Moody's senior analyst.
RATINGS RATIONALE
TEP's $1.5 billion senior unsecured notes (pro forma the Additional
notes issuance) are rated Ba3, one notch below the Ba2 CFR, in
accordance with Moody's Loss Given Default Methodology, reflecting
the notes' effective subordination to the $1.75 billion senior
secured revolving credit facility (unrated).
TEP's Ba2 CFR reflects its predominantly interstate pipeline asset
base with cash flow from long-term firm transportation contracts,
earnings diversification, and leverage comparable to peers. Pony
Express Pipeline (PONY) is positioned as a competitive crude oil
transportation option with access to Bakken Shale, DJ Basin and
Powder River Basin production as well as access to downstream
refineries and the Cushing oil storage hub. TEP's ownership in
Rockies Express Pipeline LLC (REX, Ba2 positive) adds to the EBITDA
stability given REX's contractual cash flow and access to natural
gas supply basins in the Appalachian and Rockies regions.
TEP's ratings are constrained by the reliance of PONY and REX on
primarily "supply-push" E&P customers, and some uncertainty around
cash flow post 2020, when a significant number of the PONY's
transportation contracts expire. The partnership's additional
relatively small acquisitions help diversify its cash flow modestly
and enhance its footprint in the Basins it currently operates.
TEP's debt/EBITDA (inclusive of REX's pro-rata share and Moody's
standard adjustments) ranges high 4x to low 5x from 2017-2019 under
Moody's forecasts, with the benefits of REX debt reduction offset
by additional debt at TEP. If the post-2020 contractual cashflow
risk is not further mitigated, this ratio would be close to 5x in
2019 due to a reduction in REX's cash flow and increase further to
above 5x post-2020 due to the expiration of PONY's contracts.
TEP's stable outlook reflects Moody's expectation that TEP will
continue to generate steady cashflows supportive of its current
rating.
Ratings could be considered for an upgrade if TEP can mitigate the
post-2019 cashflow risk by re-contracting a significant portion of
post-2019 capacity at REX and PONY while maintaining the debt to
EBITDA ratio below 4.5x. Ratings could be downgraded if TEP's debt
to EBITDA ratio is expected to rise above 5x and remain at that
level on a sustained basis or if there is significant deterioration
in customer credit quality.
The principal methodology used in TEP's ratings was Moody's
Midstream Energy methodology published in May 2017.
TEP is a publicly traded master limited partnership providing crude
oil transportation, natural gas transportation and storage,
processing and water business services for customers in the Rocky
Mountain, Appalachian and Midwest regions of the United States.
TAMARA HOME: Taps Rivera-Velez as New Legal Counsel
---------------------------------------------------
Tamara Home Care Inc. seeks approval from the U.S. Bankruptcy Court
for the District of Puerto Rico to hire Rivera-Velez & Santiago,
LLC, as its new legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code and will provide other legal services related to
its Chapter 11 case. Rivera-Velez will replace Josue Torres
Crespo, Esq., who withdrew as the Debtor's attorney.
Manolo Santiago Lopez, Esq., and William Rivera Velez, Esq., the
attorneys who will be handling the case, will each charge an hourly
fee of $150. Paralegals will charge $75 per hour.
The firm will receive a retainer in the sum of $2,000.
Mr. Lopez disclosed in a court filing that he and his firm do not
hold or represent any interest adverse to the Debtor's estate.
The firm can be reached through:
Manolo R. Santiago Lopez, Esq.
Vela St. 9, Suite 100
San Juan, PR 00918
Phone: (787) 691-5903
(787) 754-0140
Email: lcdo.santiago@tuquiebrapr.com
About Tamara Home Care Inc.
Founded in 2010, Tamara Home Care Inc. is a privately-held company
that provides home health care services. It is a small business
debtor as defined in 11 U.S.C. section 101(51D).
Tamara Home filed a petition for liquidation under Chapter 7 of the
Bankruptcy Code on June 12, 2017. The case was converted into a
Chapter 11 case (Bankr. D. P.R. Case No. 17-04204) on June 14,
2017.
At the time of the filing, the Debtor disclosed that it had
estimated assets of less than $50,000 and liabilities of less than
$100,000.
Judge Brian K. Tester presides over the case.
TANGELO GAMES: Satisfies Conditions to Waiver & Amendment
---------------------------------------------------------
Tangelo Games Corp. (GEL), a developer and operator of social
casino games, on Dec. 7, 2017, disclosed the Company has satisfied
the outstanding conditions of the waiver and amendment agreement
with its lenders to amend certain terms of its outstanding credit
agreement. Tangelo previously completed a secured debt financing
pursuant to an amended and restated credit agreement dated November
16, 2015, which amended the terms of a prior credit agreement dated
January 30, 2015, as amended among the Company, as borrower, the
subsidiaries of Tangelo, as credit parties, a syndicate of lenders
(the "Lenders"), and the Lenders' administrative agent, Third Eye
Capital Corporation (the "Facility").
The Company received TSX Venture Exchange approval to amend the
term of 35,000,000 non- transferrable warrants issued by the
Company to the Lenders. These warrants will now expire on April
30, 2019, contemporaneous to the new maturity date of the Facility
in connection with the Amendment.
The Company has also entered into settlement agreements (the
"Settlement Agreements") with two creditors whereby Tangelo has
agreed to issue common shares of the Company at a deemed price of
$0.05 per common share in full and final settlement of the amounts
owing to such creditors (the "Shares for Debt Settlement").
Pursuant to the Settlement Agreements, $181,000 in debt will be
settled and a total of 3,620,000 common shares will be issued to
the creditors, which would represent less than 2% of the issued and
outstanding common shares of Tangelo following the completion of
the Shares for Debt Settlement. The board and management of
Tangelo believe that the proposed Shares for Debt Settlement is in
the best interests of the Company as it conserves cash.
The Shares for Debt Settlement has been conditionally approved by
the TSX Venture Exchange and the related common shares would be
issued on December 7, 2017.
About Tangelo Games
Tangelo Games Corp., the parent company of Diwip and Akamon,
formerly known as Imperus Technologies Corp., is a developer of
social and mobile gaming for PC, Mac, iOS and Android platforms.
Diwip and Akamon design, develop and distribute their top ranked
social casino- themed games within online social networks (such as
Facebook) and mobile platforms (such as Android and iPhone). All
of the Diwip and Akamon games are free to play and generate revenue
primarily through the in-game sale of virtual coins.
THINK FINANCE: Committee Taps Teneo Capital as Financial Advisor
----------------------------------------------------------------
The official committee of unsecured creditors of Think Finance, LLC
seeks approval from the U.S. Bankruptcy Court for the Northern
District of Texas to hire Teneo Capital as financial advisor.
The firm will assist the committee in reviewing the business plan
of Think Finance and its affiliates; evaluate the Debtors'
strategic and financial alternatives; participate in negotiations;
analyze any proposed financing; assist in formulating and in
negotiating the terms of a restructuring, plan of reorganization,
or sale transaction; and provide other services related to the
Debtors' Chapter 11 cases.
The customary hourly rates charged by the firm are:
Senior Managing Directors $775 - $875
Managing Directors $675 - $775
Directors and equivalents $575 - $675
Associates/Analysts $375 - $575
Administrative $150 - $375
The hourly fees for the firm's services will be invoiced at a 20%
discount to its standard fee rates.
Charles Boguslaski, Teneo senior managing director, disclosed in a
court filing that his firm does not hold or represent any interest
adverse to the Debtors' estates.
The firm can be reached through:
Charles Boguslaski
Teneo Capital
280 Park Ave., 4th Floor
New York, NY 10017
Tel: +1 (212) 886-1600
Fax: +1 (212) 886-9399
Email: Info@TeneoHoldings.com
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 more than 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 North America, LLC 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.
TIFARO GROUP: Unsecureds to Recoup 75% Under Plan
-------------------------------------------------
The Tifaro Group, Ltd., filed with the U.S. Bankruptcy Court for
the Southern District of Texas a second amended Chapter 11 plan
dated Nov. 15, 2017.
Class 1 consists of the Allowed General Unsecured Claims of $3,000
or less, or allowed unsecured claims. The holders of Allowed
General Unsecured Class 1 Claims will receive a distribution of 75%
of the allowed claim, without interest, on the later of 14 days
after the Effective Date or the date the claims become allowed
claims. If a creditor with an allowed claim in excess of $3,000
wishes to have their claim treated as a Class 1 claim and paid
accordingly, then the creditor will make that election on the
ballot when voting, and the allowed claim will be limited to
$3,000. Class 1 is impaired by the Plan.
The source of funds to achieve consummation of and carry out the
Plan will be cash, net sale proceeds, distributions from or
liquidation of other investments, net litigation proceeds, net
collections, which all are to be utilized to satisfy all claims in
order of priority under the Plan.
A copy of the Second Amended Plan is available at:
http://bankrupt.com/misc/txsb17-80171-165.pdf
About The Tifaro Group Ltd.,
EC Mansfield LLC
The Tifaro Group, Ltd., is a Texas limited partnership organized as
an investment vehicle for the purpose of owning interest in various
healthcare-related entities.
Headquartered in Houston, EC Mansfield LLC, an affiliate of Tifaro
Group, owns an emergency care ambulatory facility located in
Mansfield, Texas. It does business as Elitecare Emergency Room,
Elitecare 24 Hour Emergency Room Manfield, Elitecare 24 Hour
Emergency Room, Elitecare 24 Hour Emergency Center, Elitecare
Emergency Center, Elitecare Emergency Room.
The Tifaro Group sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Tex. Case No. 17-80171) on June 2,
2017. At the time of the filing, Tifaro Group, Ltd. estimated its
assets and debt at $10 million to $50 million.
EC Mansfield filed for Chapter 11 bankruptcy protection (Bankr.
S.D. Tex. Case No. 17-34452) on July 25, 2017, estimating its
assets and liabilities at between $1 million and $10 million each.
The petitions were signed by J. Patrick Magill, president of
Magill, P.C., which is the financial agent of The Tifaro Group
Management Company LLC. TGMC is the Tifaro Group, Ltd.'s general
partner.
The cases are jointly administered under Tifaro Group. Judge David
R. Jones presides over the cases.
Melissa A. Haselden, Esq., and Edward L. Rothberg, Esq., at Hoover
Slovacek LLP, serve as the Debtors' legal counsel.
TK HOLDINGS: Unsecured Creditors' Recovery Under Plan Unknown
-------------------------------------------------------------
TK Holdings, LTD, and its affiliates filed with the U.S. Bankruptcy
Court for the District of Colorado a disclosure statement dated
Nov. 15, 2017, referring to the Debtors' joint Chapter 11 plan of
reorganization.
Class 6 General Unsecured Claims are impaired by the Plan.
Recovery for this class is yet unknown.
Under the Plan, each holder of Class 6(a) Other General Unsecured
Claims against Takata Americas will receive its pro rata share of
the TKAM available cash up to the full amount of allowed other
general unsecured claim.
The Plan includes:
-- providing for the sale of substantially all of the
Debtors' assets, other than the excluded assets, to the
plan sponsor pursuant to the U.S. Acquisition Agreement,
with the sale to be free and clear of all claims,
interests, liens, other encumbrances, and liabilities of
any kind or nature whatsoever, other than the assumed
liabilities and the permitted liens;
-- carving out the PSAN Excluded Assets from the sale to the
plan sponsor and vesting the assets in TKH and certain of
its subsidiaries upon TKH's emergence from Chapter 11;
-- vesting the Warehoused PSAN Assets in a trust or other
entity or entities established under the Plan to comply
with the Debtors' obligations under the NHTSA Preservation
Order and to continue the maintenance, shipping, and
disposal of the Warehoused PSAN Assets after the Effective
Date;
-- settling the Consenting OEMs' Adequate Protection Claims,
Consenting OEM PSAN Cure Claims, and Consenting OEM PSAN
Administrative Expense Claims pursuant to Bankruptcy Rule
9019, in exchange for certain consideration including (i)
payment of the DOJ Restitution Claim, (ii) the funding of
the Warehousing Trust Reserve and Post-Closing Reserve,
and (iii) the Business Incentive Plan Payment;
-- paying all Administrative Expense Claims, Priority Claims,
and Other Secured Claims in full and distributing proceeds
of the Global Transaction allocable to the Debtors and
other assets to various reserves required to be
established under the Plan;
-- providing for the establishment of a trust to, among other
things, hold the Other Excluded Assets and recovery funds
for each of the Debtors to administer claims and make
distributions to holders of Allowed General Unsecured
Claims, other than the Recovery Funds relating to PSAN
PI/WD Claims, and wind-down the Debtors' Estates; and
-- providing for the establishment of a trust to administer
the PSAN PI/WD Funds and resolve Allowed PSAN PI/WD Claims
against IIM, SMX, TDM, and the TKH Debtors.
After nearly two years of intensive marketing, diligence, and
negotiations between and among Takata, potential sponsor
candidates, including Joyson KSS Auto Safety S.A., and a group of
15 of Takata's original equipment manufacturer customers, who
collectively account for a substantial portion of the PSAN
Inflators sold by Takata as of March 2017 and hold a substantial
majority of the total unsecured Claims against the Debtors'
Estates, KSS was selected as the plan sponsor for the sale of
substantially all of Takata's worldwide assets unrelated to the
manufacture and sale of PSAN Inflators for an aggregate purchase
price of $1.588 billion.
The Debtors believe that consummation of the Plan and the closing
of the Global Transaction are in the best interests of the Debtors'
creditors, employees, vendors, and all other parties in interest.
The Plan and the Global Transaction will allow the Debtors to
continue operating as a going concern, while also ensuring that the
Debtors are able to comply with their ongoing obligations to the
National Highway Traffic Safety Administration, fulfilling a
fundamental commitment laid out by the Debtors at the onset of
these Chapter 11 cases -- that the commencement of these bankruptcy
cases would not impact or impede the general public's ability to
fulfill their recalls.
Confirmation of the Plan and consummation of the Global Transaction
in accordance with the timeline will ensure that TKJP is able to
comply with the Joint Restitution Order entered by the U.S.
District Court for the Eastern District of Michigan on Feb. 27,
2017, in the case captioned U.S. v. Takata Corporation, Case No.
16-cr-20810 (E.D. Mich.) in connection with the settlement of the
two-year criminal investigation by the Department of Justice into
Takata. Specifically, the DOJ Restitution Order requires
consummation of the Global Transaction by Feb. 27, 2018, and
payment of the $850 million in restitution payable for the benefit
of the OEMs within five days after the Closing Date. Satisfaction
of the DOJ Restitution Claim is a condition precedent to
consummation of the Global Transaction and is of critical
importance to the Debtors. Absent payment of the DOJ Restitution
Claim in accordance with the DOJ Restitution Order, the Debtors do
not believe that any third-party would be willing to purchase the
Debtors' assets as a going concern and the Debtors would likely be
forced into a piecemeal liquidation, which could result in the
eventual loss of employment for nearly all of the Debtors'
employees, the loss of future revenues and contracts for the
Debtors' vendors and suppliers, and significantly lower recoveries
for creditors. Additionally, if the DOJ declares a breach of the
DOJ Restitution Order, the DOJ may reopen its investigation of
Takata, including as against TKH, which would likely be fatal to
the Debtors' restructuring efforts.
The Plan provides for the appointment of a person to act as trustee
of the Reorganized TK Holdings Trust on and after the Effective
Date pursuant to the terms of the Reorganized TK Holdings Trust
Agreement. The Legacy Trustee will serve in capacity through the
earlier of the date that the Reorganized TK Holdings Trust is
dissolved in accordance with the Reorganized TK Holdings Trust
Agreement and the date Legacy Trustee resigns, is terminated, or is
otherwise unable to serve for any reason. In furtherance of and
consistent with the purposes of the Reorganized TK Holdings Trust
and the Plan, the Legacy Trustee will have the power and authority
to do the following:
-- hold and distribute the funds established pursuant to the
Plan to resolve Other General Unsecured Claims against the
Debtors and the OEM Funds to the holders of Allowed Claims
(other than Allowed (a) PSAN PI/WD Claims, (b) after the
Non-PSAN PI/WD Claims Termination Date, Administrative
Expense PI/WD Claims and Administrative Expense PSAN PI/WD
Claims, and (c) if the Special Master agrees to merge the
OEM Funds with the DOJ OEM Restitution Fund or otherwise
administer the OEM Funds, OEM Unsecured Claims) and the
PSAN PI/WD Trustee;
-- administer, dispute, object to, compromise, or otherwise
resolve all claims (other than (a) PSAN PI/WD Claims, (b)
after the Non-PSAN PI/WD Claims Termination Date,
Administrative Expense PI/WD Claims and Administrative
Expense PSAN PI/WD Claims, and (c) if the Special Master
agrees to merge the OEM Funds with the DOJ OEM Restitution
Fund or otherwise administer the OEM Funds, OEM Unsecured
Claims) against the Debtors;
-- maintain and administer the claims reserves and the
Reorganized TK Holdings Trust Reserve;
-- perform other functions as are provided in the Plan and
the Reorganized TK Holdings Trust Agreement; and
-- administer the closure of the Chapter 11 cases in
accordance with the Bankruptcy Code and the Bankruptcy
Rules.
A copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/deb17-11375-1164.pdf
About TK Holdings
TK Holdings, Ltd., filed a Chapter 11 petition (Bankr. D. Colo.
Case No. 16-21012) on November 10, 2016, and is represented by
Thomas F. Quinn, Esq.
TLA TANNING: Sale of Buford Business Assets to Jones for $15K OK'd
------------------------------------------------------------------
Judge Barbara Ellis-Monro of the U.S. Bankruptcy Court for the
Northern District of Georgia authorized TLA Tanning Corp.'s sale of
a portion of its Buford Georgia business assets outside the
ordinary course of business to Ms. Vonda Jones for $15,000.
A hearing on the Motion was held on Nov. 28, 2017.
The Debtor will retain the Funds in the DIP account and will not
disburse or invade the Funds without further order of the Court.
The secured creditors and the Debtor's counsel will determine the
priority of the various liens on the Assets and submit a proposed
disbursement of the Funds to be made by separate order or
incorporated within the Chapter 11 Plan of Reorganization.
The counsel for Debtor will promptly serve a copy of the Order on
(i) the Office of the United States Trustee; (ii) all secured and
unsecured creditors in the case and their counsel; and (ii) any
other parties or entities requesting service.
About TLA Tanning Corp.
TLA Tanning Corp. is in the tanning and the related retail
marketing, distribution and sale of products, services and
merchandise related thereto. It operated two stores across the
State of Georgia, in the cities of Loganville and Buford. The
company is owned by Todd and Linda Amerman, who acquired the
Buford
business from prior owner Gary Harvin.
Buford, Ga.-based TLA Tanning Corp. filed for Chapter 11 bankruptcy
protection (Bankr. N.D. Ga. Case No. 16-64819) on Aug. 25, 2016,
estimating under $1 million in both assets and liabilities. The
petition was signed by Todd B. Amerman, president. The Debtor is
represented by Howard P. Slomka, Esq.
TOYS R US: Commitments Under Tru Taj Facility Reduced to GBP115MM
-----------------------------------------------------------------
BankruptcyData.com reported that according to documents filed with
the U.S. Securities and Exchange Commission, Toys "R" Us entered
into an amendment in order satisfy certain requirements set forth
in the indenture relating to its 11% Senior Secured ABL D.I.P.
Notes issued by TRU Taj LLC and TRU Taj Finance (collectively, the
"Issuers") and the terms of the foreign guarantors agreement
relating to the Issuers' 12% Senior Secured Notes due 2021. The
amendment permits, among other things, certain obligors under the
existing facility agreement to provide guarantees and grant certain
liens to secure the obligations of the Issuers and guarantors under
each of the indentures.
BankruptcyData related that in connection with the amendment, the
Company reduced the lenders' commitments under the existing
facility agreement to an aggregate of GBP115,000,000 to better
align such amount with its current liquidity requirements. In
addition, the amendment modifies the maturity date of the existing
facility agreement to be substantially the same as the maturity
date of the D.I.P. notes issued under the D.I.P. notes indenture.
The amended maturity date of the existing facility agreement is the
earlier of (x) the date on which the D.I.P. notes mature and (y)
January 18, 2019. As part of the amendment, the applicable margin
with respect to loans under the existing facility agreement was
increased to 3.50% and a financial covenant identical to the one
included in the D.I.P. notes indenture was added, which requires
the obligors and their subsidiaries maintain a minimum cumulative
consolidated EBITDA not less than a certain percentage of
forecasted consolidated EBITDA. The amendment also (i) simplifies
the borrower's minimum liquidity requirements under the facility by
including a covenant requiring that the borrowers thereunder
maintain excess availability of at least GBP10,000,000.
About Toys "R" Us
Toys "R" Us, Inc., is an American toy and juvenile-products
retailer founded in 1948 and headquartered in Wayne, New Jersey, in
the New York City metropolitan area. Merchandise is sold in 880
Toys "R" Us and Babies "R" Us stores in the United States, Puerto
Rico and Guam, and in more than 780 international stores and more
than 245 licensed stores in 37 countries and jurisdictions.
Merchandise is also sold at e-commerce sites including Toysrus.com
and Babiesrus.com.
On July 21, 2005, a consortium of Bain Capital Partners LLC,
Kohlberg Kravis Roberts and Vornado Realty Trust invested $1.3
billion to complete a $6.6 billion leveraged buyout of the
company.
Toys "R" Us is now a privately owned entity but still files with
the Securities and Exchange Commission as required by its debt
agreements.
The Company's consolidated balance sheet showed $6.572 billion in
assets, $7.891 billion in liabilities, and a stockholders' deficit
of $1.319 billion as of April 29, 2017.
Toys "R" Us, Inc., and certain of its U.S. subsidiaries and its
Canadian subsidiary voluntarily filed for relief under Chapter 11
of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No. Case No.
17-34665) on Sept. 19, 2017.
In addition, the Company's Canadian subsidiary voluntarily
commenced parallel proceedings under the Companies' Creditors
Arrangement Act ("CCAA") in Canada in the Ontario Superior Court of
Justice.
The Company's operations outside of the U.S. and Canada, including
its 255 licensed stores and joint venture partnership in Asia,
which are separate entities, are not part of the Chapter 11 filing
and CCAA proceedings.
Grant Thornton is the monitor appointed in the CCAA case.
Judge Keith L. Phillips presides over the Chapter 11 cases.
Kirkland & Ellis LLP and Kirkland & Ellis International LLP serve
as the Debtors' bankruptcy counsel. The Debtors hired Kutak Rock
LLP as co-counsel; Alvarez & Marsal North America, LLC as
restructuring advisor; Lazard Freres & Co. LLC as investment
banker; Ernst & Young LLP as auditor; KPMG LLP as tax consultant
and internal audit advisor; Prime Clerk LLC as claims and noticing
agent; and A&G Realty Partners, LLC as real estate advisor.
On Sept. 26, 2017, the U.S. Trustee for Region 4 appointed an
official committee of unsecured creditors. The committee hired
Kramer Levin Naftalis & Frankel LLP as its bankruptcy counsel;
Wolcott Rivers P.C. as local counsel; FTI Consulting Inc. as
financial advisor; and Moelis & Company LLC as investment banker.
TRIBE BUYER: S&P Affirms 'B' Rating on $90MM 1st Lien Debt Add-On
-----------------------------------------------------------------
U.S.-based craftsmen agency provider Tribe Buyer LLC (Tradesmen
International) is issuing a $90 million add-on to its existing $255
million first-lien term loan. The company will use the issuance
proceeds to support its acquisition of Ohio-based Construction
Labor Contractors and pay associated fees.
S&P Global Ratings affirmed its 'B' corporate credit rating on
Ohio-based Tribe Buyer LLC (Tradesmen International). The rating
outlook is stable.
S&P said, "At the same time, we affirmed our 'B' issue-level
ratings on the company's $40 million revolving credit facility due
2022 and $345 million first-lien term loan due 2024, inclusive of
the proposed $90 million add-on. The '3' recovery ratings are
unchanged, indicating our expectation for meaningful (50%-70%;
rounded estimate: 55%) recovery of principal in the event of a
payment default.
"We are also affirming our 'CCC+' issue-level rating on the
company's $55 million second-lien term loan due 2025. The '6'
recovery rating indicates our expectation for negligible (0%-10%;
rounded estimate: 0%) recovery of principal in the event of a
payment default.
"The corporate credit rating reflects our high adjusted leverage,
which will increase to 6.3x following the debt-funded acquisition
from an expected 5.9x as of year-end 2017. The rating also reflects
its financial sponsor ownership, small scale of operations, narrow
business focus, and exposure to a cyclical industry.
"The stable outlook reflects our view that Tradesmen
International's adjusted debt to EBITDA metric will steadily
decline to below 6.0x FOCF to debt in the mid- to high-single-digit
range over the next 12 months, driven by the integration of CLC and
continued organic growth. We expect the company will maintain
adequate liquidity and not pursue additional debt-funded
acquisitions or dividends over the next 12 months.
"We could lower the corporate credit rating during the next 12
months if Tradesmen International's FOCF to debt falls below the
mid-single-digit percentage area or if its leverage remained
elevated at above 6x. This could occur if the company is unable to
grow revenues and successfully integrate CLC. Additionally, we
could lower the rating if we expect declines in the commercial
construction industry over the next 12-24 months.
"We consider an upgrade unlikely over the next 12 months. An
upgrade would depend on the company maintaining a less aggressive
financial profile, exhibiting sustained organic growth, and
improving diversity in its revenues and end markets."
TS WAXAHACHIE: Jan. 11 Plan Confirmation Hearing
------------------------------------------------
Judge Stacey Jernigan of the U.S. Bankruptcy Court for the Northern
District of Texas issued an order conditionally approving TS
Waxahachie, LLC's disclosure statement, dated Nov. 16, 2017,
accompanying its chapter 11 plan of reorganization.
The hearing on the final approval of the disclosure statement and
the confirmation of the plan will take place on Jan. 11, 2018 at
2:30 pm.
The deadline to file objections to the disclosure statement and
objections to the confirmation of the plan will be Dec. 31, 2017.
The deadline to vote to accept or reject the plan will be Dec. 31,
2017.
About TS Waxahachie
TS Waxahachie, LLC is a privately-held limited liability company
formed in May 26, 2015, and based in Waxahachie, Texas. Its
principal business consists of a pizza restaurant. Its management
team is lead by Joshua Evola.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Texas Case No. 17-30265) on January 20, 2017.
The petition was signed by Joshua Evola, manager. The case is
assigned to Judge Stacey G. Jernigan.
At the time of the filing, the Debtor estimated assets of less than
$50,000 and liabilities of $1 million to $10 million.
No trustee, examiner or creditors' committee has been appointed.
UNIFIED CLEANING: Taps Estabrook & Company as Accountant
--------------------------------------------------------
Unified Cleaning Services, LLC, seeks approval from the U.S.
Bankruptcy Court for the District of Maryland to hire Estabrook &
Company as its accountant.
The firm will assist the Debtor in the preparation and filing of
its monthly reports and tax filings, and will provide other
accounting services related to its Chapter 11 case. It will charge
an hourly fee of $125.
Nathan Estabrook, the accountant who will be providing the
services, disclosed in a court filing that he and his firm do not
hold or represent any interest adverse to the Debtor's estate.
The firm can be reached through:
Nathan Estabrook
Estabrook & Company
4904 Harford Road
Baltimore, MD 21214
Call: 410-444-0002
Fax: 410-444-1569
Email: jay@estabrookco.com
About Unified Cleaning Services
Unified Cleaning Services, LLC, is a corporation formed under the
laws of the State of Maryland engaged in the business of cleaning
new and existing construction sites.
Unified Cleaning Services filed a Chapter 11 bankruptcy petition
(Bankr. D. Md. Case No. 17-23594) on Oct. 11, 2017. The Debtor
hired Murray Singerman, Esq., at STS Tax Law, LLC as counsel.
No official committee of unsecured creditors has been appointed in
the case.
The Debtor continues to manage and operate its business as a
debtor-in-possession pursuant to Sections 1107(a) and 1108 of the
Bankruptcy Code.
VENOCO LLC: Sale of 253 Acres of Solano Land to Pacific Gas Okayed
------------------------------------------------------------------
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware authorized Venoco, LLC and its affiliates to sell the
parcel of real property consisting of approximately 252.6 gross
acres of land in Solano County, California, referred to as the
"Lang Tule Ranch," together with all rights, easements, licenses,
permits, benefits, improvements, crops, betterments, accretions and
interests appurtenant thereto, to Pacific Gas and Electric Co. for
$1,545,000.
The sale is free and clear of any and all liens, claims,
liabilities, encumbrances and interests.
Pursuant to Sections l05(a) and 365 of the Bankruptcy Code, and
subject to and conditioned upon closing of the Sale Transaction,
the Debtors' rejection of the Grazing Lease is approved, and the
requirements of section 365 of the Bankruptcy Code with respect
thereto are deemed satisfied.
Notwithstanding the possible applicability of Bankruptcy Rules
6004(h) and 6006(d), the Order will be immediately effective and
enforceable upon its entry.
About Venoco
Venoco, LLC is a California-based and privately-owned independent
energy company primarily focused on the acquisition, exploration,
production and development of oil and gas properties. As of April
2017, Venoco held interests in approximately 57,859 net acres, of
which approximately 40,945 are developed.
On March 18, 2016, in the midst of a historic collapse in the oil
and gas industry, Venoco, Inc. -- the predecessor in interest to
Venoco, LLC -- and six of Venoco, Inc.'s affiliates commenced
voluntary Chapter 11 cases, jointly administered as In re Venoco,
Inc., 16-10655 (KG) (Bankr. D. Del. March 18, 2016), in the U.S.
Bankruptcy Court for the District of Delaware to address their
overleveraged capital structure. In under four months, the 2016
Debtors confirmed a plan eliminating more than $1 billion in funded
debt and other liabilities.
On April 17, 2017, each of Venoco, LLC and six of its subsidiaries
filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No.
17-10828). As of the bankruptcy filing, the Debtors estimated
assets in the range of $10 million to $50 million and liabilities
of up to $100 million.
Judge Kevin Gross presides over the 2017 cases.
The Debtors have hired Morris, Nichols, Arsht & Tunnell LLP and
Bracewell LLP as counsel; Zolfo Cooper LLC as restructuring and
turnaround advisor; Seaport Global Securities LLC as financial
advisor; and Prime Clerk LLC as claims, noticing and balloting
agent.
VENOCO LLC: Sale of Interests in Plant & Station Assets for $4M OKd
-------------------------------------------------------------------
Judge Kevin Gross the U.S. Bankruptcy Court for the District of
Delaware authorized Venoco, LLC, and Ellwood Pipeline, Inc., to
sell their interest in the Carpinteria Plant, Casitas assets, Rig
11, and the SCU/Carpinteria plant-related easements, equipment,
acquired permits, acquired contracts, and records for $3.45
million; and (ii) their interest in the Carpinteria Station
Segment, federal pipeline assets, state pipeline segments, state
pipeline segments equipment, carpinteria station segment easements
and state pipeline segments easements, state pipeline segments
acquired permits, Carpinteria station segment acquired contracts,
state pipeline segments acquired contracts, Carpinteria Station
Segment records, and state pipeline segments records to Chevron
U.S.A. Inc. for $50,000.
The sale is free and clear of any and all Liens, claims,
liabilities, encumbrances and interests of any kind or nature
whatsoever, other than the Permitted Encumbrances and Assumed
Liabilities.
Subject to the terms of the Agreements and the occurrence of the
Closing Date, the assumption by the Debtors of the Assumed
Contracts and the sale and assignment of such agreements and
unexpired leases to the Purchaser, as provided for or contemplated
by the Agreements, are authorized and approved.
The stays imposed by Bankruptcy Rules 6004(h), 6006(d), and 7062
are waived, and the Order will be effective and enforceable
immediately upon entry and its provisions will be self-executing.
As soon as practicable after the Closing, the Debtors will file a
report of sale in accordance with Bankruptcy Rule 6004(f)(l).
Notwithstanding anything to the contrary in the Agreements, or in
the Order, the duration of the extension of Santa Barbara County's
lease and the City of Carpinteria's lease for the pipelines within
their respective jurisdictions will be a five-year term, expiring
on Sept. 26, 2023, alter which Chevron may seek Santa Barbara
County's and/or City of Carpinteria's consent for an additional
extension, if necessary due to federal requirements to conclude
decommissioning activities involving the Gail and Grace platforms
and associated wells and pipelines from the platforms to the
mainland.
The Acquired Assets being purchased by the Purchaser include,
without limitation, the Pipeline Segments described in section
2.02(b) of the Carpinteria Station Agreement, which includes the
oil pipeline and gas pipeline portions of the Carpinteria Line
located in or on State submerged lands administered by the County
of Santa Barbara in trust for the State.
A copy of the Agreements attached to the Order is available for
free at:
http://bankrupt.com/misc/Venoco_LLC_696_Order.pdf
About Venoco
Venoco, LLC is a California-based and privately-owned independent
energy company primarily focused on the acquisition, exploration,
production and development of oil and gas properties. As of April
2017, Venoco held interests in approximately 57,859 net acres, of
which approximately 40,945 are developed.
On March 18, 2016, in the midst of a historic collapse in the oil
and gas industry, Venoco, Inc. -- the predecessor in interest to
Venoco, LLC -- and six of Venoco, Inc.'s affiliates commenced
voluntary Chapter 11 cases, jointly administered as In re Venoco,
Inc., 16-10655 (KG) (Bankr. D. Del. March 18, 2016), in the U.S.
Bankruptcy Court for the District of Delaware to address their
overleveraged capital structure. In under four months, the 2016
Debtors confirmed a plan eliminating more than $1 billion in funded
debt and other liabilities.
On April 17, 2017, each of Venoco, LLC and six of its subsidiaries
filed a voluntary petition with the U.S. Bankruptcy Court for the
District of Delaware (Bankr. D. Del. Lead Case No. 17-10828). As
of the bankruptcy filing, the Debtors estimated assets in the range
of $10 million to $50 million and liabilities of up to $100
million.
Judge Kevin Gross presides over the 2017 cases.
The Debtors have hired Morris, Nichols, Arsht & Tunnell LLP and
Bracewell LLP as counsel; Zolfo Cooper LLC as restructuring and
turnaround advisor; Seaport Global Securities LLC as financial
advisor; and Prime Clerk LLC as claims, noticing and balloting
agent.
VENOCO LLC: Sale of Oil County Tubular Goods to JD for $548K Okayed
-------------------------------------------------------------------
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware authorized Venoco, LLC, and its affiliates to sell the oil
county tubular goods of various sizes, weights, grades and
conditions, including new and used casing and tubing, to JD Rush
Co., Inc., for $548,000.
The sale is free and clear of any and all liens, claims,
liabilities, encumbrances and interests.
Notwithstanding the possible applicability of Bankruptcy Rules
6004(h) and 6006(d), the Order will be immediately effective and
enforceable upon its entry.
A copy of the Agreement attached to the Order is available for free
at:
http://bankrupt.com/misc/Venoco_LLC_701_Order.pdf
About Venoco
Venoco LLC and six of its subsidiaries filed voluntary petitions
with the U.S. Bankruptcy Court for the District of Delaware (Bankr.
D. Del. Lead Case No. 17-10828) on April 17, 2017. The cases have
been assigned to Judge Kevin Gross.
As of the Petition Date (and following the quitclaim of the SEF
Leases), the Debtors held interests in approximately 57,859 net
acres, of which approximately 40,945 are developed. The majority
of the Debtors' revenues are derived through sales of oil to
competing buyers, including large oil refining companies and
independent marketers. Nearly all of the Debtors' annual revenues
are generated from sales to one purchaser, Tesoro. The Debtors'
revenues from oil and gas sales were approximately $33.6 million
on
a rolling 12 month basis.
As of the bankruptcy filing, the Debtors estimated assets in the
range of $10 million to $50 million and liabilities of up to $100
million. As of the petition date, the Debtors have approximately
$25 million in cash, all of which is unrestricted. The Debtors
anticipate that they will need all or substantially all of this
cash to fund ongoing operational expenses, fund these cases and a
sale process, and wind down their affairs.
The Debtors tapped Bracewell LLP as legal counsel; Morris, Nichols,
Arsht & Tunnell LLP as co-counsel; Seaport Global Securities LLC as
investment banker; and Prime Clerk LLC as claims, noticing and
balloting agent. Zolfo Cooper Management, LLC, and its senior
director Bret Fernandes will lead the Debtors' restructuring
efforts.
The Debtors hired Natural Resources Group, Inc., a real estate
broker, in connection with the sale of its 252-acre real property
known as Lang Tule located in Solano County, California.
No official committee of unsecured creditors has been appointed in
the Debtors' cases.
VHI INC: Taps Odin Feldman as Legal Counsel
-------------------------------------------
VHI, INC. Enterprises and VH Venture LLC seek approval from the
U.S. Bankruptcy Court for the Eastern District of Virginia to hire
Odin Feldman & Pittleman PC as their legal counsel.
The firm will advise the Debtors regarding their duties under the
Bankruptcy Code; negotiate with creditors; give advice on any
potential sale of their assets; assist in the preparation of a
bankruptcy plan; and provide other legal services related to their
Chapter 11 cases.
The firm's hourly rates range from $300 to $700 for shareholders,
$185 to $350 for associates, and $125 to $190 for
paraprofessionals. Donald King, Esq., the attorney who will be
handling the cases, will charge $485 per hour.
Odin Feldman holds a retainer in the sum of $37,713.50.
Mr. King 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:
Donald F. King, Esq.
Odin Feldman & Pittleman PC
1775 Wiehle Avenue, Suite 400
Reston, VA 20190
Tel: 703-218-2116
Fax: 703-218-2160
Email: donking@ofplaw.com
About VHI, Inc. Enterprises
Based in Manassas, Virginia, VHI, Inc. Enterprises provides waste
collection services within the Washington metropolitan area:
Fairfax county, Loudoun county, Prince William county, Stafford
county, City of Alexandria, Arlington, District of Columbia,
Montgomery and Prince George county. It owns 20 trucks and has
over 2,500 commercial, residential and government clients. VHI
Inc. also provides temporary container services perfect for
construction and remodeling projects, demolition jobs, special
events or any other short-term commercial endeavor. Its temporary
container services include bins, roll-off containers and compactors
in a variety of sizes.
VHI, Inc. and its affiliate VH Venture LLC sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No.
17-13641) on October 27, 2017. Albert O. Hodge, chief executive
Officer, signed the petitions.
At the time of the filing, the Debtors disclosed that they had
estimated assets of less than $50,000 and liabilities of $1 million
to $10 million.
Judge Klinette H. Kindred presides over the cases.
VISIONS REAL ESTATE: Seeks to Hire Setton Realty to Sell Property
-----------------------------------------------------------------
Visions Real Estate Partnership seeks approval from the U.S.
Bankruptcy Court for the Eastern District of Pennsylvania to hire a
realtor.
The Debtor proposes to employ Setton Realty to market for sale its
real estate and Operating Day Care facility located at 4405
Pennsylvania Street, Schnecksville, Pennsylvania.
The firm will receive a fee, which is 6% of the sales price.
Joseph Setton, a real estate agent, disclosed in a court filing
that he has no connection with the Debtor or any of its creditors.
The firm can be reached through:
Joseph Setton
Setton Realty
2239 PA Route 309,
Orefield, PA 18069
Office: (610) 821-1212
Cell: (610) 730-5510.
Email: Joe@settonRealty.com
Email: Admin@settonrealty.com
About Visions Real Estate Partnership
Visions Real Estate Partnership filed a Chapter 11 bankruptcy
petition (Bankr. E.D.PA. Case No. 17-16354) on September 18, 2017.
The Hon. Richard E. Fehling presides over the case. McCrystal Law
Offices is the Debtor's bankruptcy counsel.
The Debtor disclosed total assets of $1.35 million and total
liabilities of $1.27 million. The petition was signed by Robert J.
Jurchenko, managing partner.
VITAMIN WORLD: Fee Examiner Taps Bayard as Legal Counsel
--------------------------------------------------------
The fee examiner appointed in Vitamin World Inc.'s Chapter 11 case
seeks approval from the U.S. Bankruptcy Court for the District of
Delaware to hire his own firm as his legal counsel.
Justin Alberto proposes to employ Bayard, P.A., to, among other
things, assist him in reviewing fee applications; prepare reports
regarding professional fees and expenses; and assist him in
developing protocols and making recommendations.
The firm's hourly rates range from $500 to $1,050 for directors,
$315 to $470 for associates and $240 to $295 for
paraprofessionals.
Mr. Alberto and Gregory Flasser, Esq., the other Bayard attorney
expected to provide the services, charge $500 per hour and $350 per
hour, respectively. Larry Morton, paralegal, charges $295 per
hour.
Mr. Alberto disclosed in a court filing that his firm is a
"disinterested person" as defined in section 101(14) of the
Bankruptcy Code.
In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Mr.
Alberto disclosed that his firm has not agreed to any variations
from, or alternatives to, its standard or customary billing
arrangements, and that no Bayard professional has varied his rate
based on the geographic location of the Debtor's case.
Mr. Alberto also disclosed that his firm has not represented the
Debtor prior to the petition date.
Bayard has not developed a budget given the nature of its
representation in the Debtor's case and the fact that fee
applications will only be reviewed during certain months. During
the months in which fee applications will be reviewed, however, the
firm estimates its fees will be between $15,000 to $25,000 at a
blended rate of $375 per hour, Mr. Alberto further disclosed.
The firm can be reached through:
Justin R. Alberto, Esq.
Bayard, P.A.
600 N. King Street, Suite 400
Wilmington, DE 19801
Tel: (302) 655-5000
Fax: (302) 658-6395
Email: jalberto@bayardlaw.com
About Vitamin World
Vitamin World Inc., VWRE Holdings, Inc. ("RE Holdings") and other
related entities sought Chapter 11 protection (Bankr. D. Del. Lead
Case No. 17-11933) on Sept. 11, 2017.
Headquartered in Holbrook, New York, Vitamin World is a specialty
retailer in the vitamins, minerals, herbs and supplements market.
The Company offers customers products across all major VMHS and
sports nutrition categories, including, supplements, active
nutrition, multiples, letter vitamins, health and beauty, herbs,
minerals, food and specialty items.
When it filed for bankruptcy, Vitamin World was operating out of
four distribution centers located in Holbrook, New York; Sparks,
Nevada; Riverside, California; and Groveport, Ohio; and 334 retail
stores that are mostly located in malls and outlet centers across
the United States and its territories. Products are also sold
online at http://www.vitaminworld.com/ The Company has 1,478
active employees.
Vitamin World estimated assets of $50 million to $100 million and
debt of $10 million to $50 million.
Katten Muchin Rosenman LLP is the Debtors' bankruptcy counsel.
Saul Ewing Arnstein & Lehr LLP is the co-counsel. Retail
Consulting Services, Inc., is the Debtors' real estate advisors.
RAS Management Advisors, LLC, is the financial advisor. SSG
Advisors, LLC, is the Debtors' investment banker. JND Corporate
Restructuring is the claims and noticing agent.
An Official Committee of Unsecured Creditors has been appointed in
the case. The Committee retained Lowenstein Sandler LLP as lead
counsel; and Whiteford, Taylor & Preston LLC as Delaware counsel.
VSC-5 LLC: Taps Ciardi Ciardi as Legal Counsel
----------------------------------------------
VSC-5, LLC, seeks approval from the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania to hire Ciardi Ciardi & Astin,
P.C., as its legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code and will provide other legal services related to
its Chapter 11 case.
The firm's hourly rates are:
Albert Ciardi III $515
Nicole Nigrelli $475
Jennifer McEntee $350
Stephanie Frizlen $120
Albert Ciardi III, Esq., 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:
Albert A. Ciardi, III, Esq.
Ciardi Ciardi & Astin, P.C.
One Commerce Square
2005 Market Street, Suite 3500
Philadelphia, PA 19103
Tel: (215) 557-3550
Fax: 215-557-3551
Email: aciardi@ciardilaw.com
About VSC-5 LLC
VSC-5 LLC is affiliated with Spectrum Alliance, L.P., which sought
bankruptcy protection on June 20, 2017 (Bankr. E.D. Pa. Case No.
17-14250). Formed in 2001, Spectrum is a private, open-ended
investment fund that owns entities that hold real estate assets in
New Jersey, Pennsylvania, and Delaware.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. E.D. Pa. Case No. 17-17848) on November 17, 2017. The
petition was signed by Robert T. Wrigley, manager of sole member,
Spectrum Alliance, LP.
At the time of the filing, the Debtor disclosed that it had
estimated assets and liabilities of $1 million to $10 million.
Judge Ashely M. Chan presides over the case.
W & W LLC: Unsecureds to Get $10 Per Month Under Plan
-----------------------------------------------------
W & W, LLC, filed with the U.S. Bankruptcy Court for the Northern
District of Alabama a disclosure statement dated Nov. 20, 2017,
referring to the Debtor's plan of reorganization.
The unsecured claims in this case are estimated to be $145.20.
This amount will have to be added any unsecured portion of the
claims alleged to be secured. The Debtor proposes to pay each of
the unsecured claimholders the allowed amount of their claim from
its pro rata share of $10 per month until paid in full with no
interest. Payments to commence 30 days from the effective date of
the Plan.
Pursuant to the provisions of 11 U.S.C. Section 1141, the
provisions of a confirmed Plan bind the Debtor, any entity
acquiring property under the Plan, or otherwise, and any creditor
of the Debtor, whether or not the claims or liens of the creditor
are impaired under the Plan and whether or not the creditor has
accepted the Plan.
Upon the confirmation of the Plan, except as provided herein
concerning the sale of the Debtor's assets, all property of the
estate will vest in the Debtor upon confirmation of the Plan.
Except as provided in the Plan or the court order confirming the
Plan, the property of the Debtor will, after confirmation hereof,
be free and clear of all liens, claims or interests as provided by
11 U.S.C. Section 1141(c).
Upon confirmation, except to the extent provided in the Plan or
court order confirming the Plan, the Debtor will be discharged from
any debt or claim that arose before the Confirmation of the Plan,
whether or not a proof of claim based on debt or claim was filed or
deemed filed, debt or claim was allowed under 11 U.S.C. Section
502, or, the holder of debt or claim has accepted the Plan.
Confirmation of this Plan will bind the Debtor and any creditors or
holders of claims or liens against the Debtor or the Debtor's
assets, whether or not the claim or lien is impaired under the Plan
and whether or not the creditor or lien holder has accepted the
Plan.
The Debtor will execute this Plan as required by 11 U.S.C. Section
1142. All other necessary parties will perform acts necessary to
the consummation of this Plan as required by 11 U.S.C. Section
1142.
A copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/alnb17-40906-108.pdf
About W & W, L.L.C.
W & W, L.L.C., owns and operates certain medical office facilities
and related property located at 620 Quintard Drive, 650 Quintard
Drive, and 620 Monger Street, in Oxford, Calhoun County, Alabama.
W & W's primary business is leasing space in the Facility to health
care related businesses.
W & W, L.L.C., filed a voluntary petition under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ala. Case No. 17-40906) on May 15,
2017. The Debtor estimated less than $1 million in both assets and
liabilities.
Harry P. Long, Esq., at the Law Offices of Harry P. Long, LLC, is
serving as counsel to the Debtor.
WALTER INVESTMENT: S&P Cuts CCR to 'D' on Chapter 11 Bankruptcy
---------------------------------------------------------------
S&P Global Ratings said it lowered its issuer credit rating on
Walter Investment Management Corp. to 'D' from 'CCC-'. At the same
time, S&P lowered its issue-level rating on the company's senior
secured term loan (SSTL) and senior unsecured debt to 'D' from
'CCC-' and 'C', respectively. The recovery rating on the SSTL
remains at '3', indicating that creditors could expect a 55%
recovery in a hypothetical default scenario after the company
emerges from the current bankruptcy proceeds. The recovery rating
on the senior unsecured notes remains '6', indicating that
creditors could expect a 0% recovery in such a scenario.
S&P said, "Our rating action reflects the company's announcement
that it has filed for Chapter 11 bankruptcy. Walter expects to
complete the restructuring process in the first quarter of 2018. By
then, the company expects to have reduced its outstanding corporate
debt by approximately $800 million compared with the outstanding
balance as of June 30, 2017. We don't expect subsidiaries Ditech
Financial LLC and Reverse Mortgage Solutions Inc. (RMS) to file for
Chapter 11, and we expect they will continue operations in the
ordinary course." Both Ditech and RMS obtained warehouse financing
guaranteed by Walter and approved on an interim basis by the court,
which will provides Ditech and RMS with up to $1.9 billion of
available warehouse financing that is expected to convert into exit
financing in the same amount.
WESTINGHOUSE ELECTRIC: Wants Plan Filing Extended to March 13
-------------------------------------------------------------
Westinghouse Electric Company LLC and its affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to extend
the exclusive period within which they may file a Chapter 11 plan
to March 13, 2018, and the related exclusive solicitation period to
May 12, 2018.
A hearing to consider the Debtors' request is scheduled for Dec.
13, 2017, at 11:00 a.m. (Eastern Time). Objections to the request
must be filed by Dec. 6, 2017 at 4:00 p.m. (Eastern Time).
On Sept. 5, 2017, the Court extended the Statutory Exclusivity
Periods during which only the Debtors may propose Chapter 11 plans
and solicit acceptances thereof through and including Dec. 6, 2017,
and Feb. 4, 2018, respectively.
The Debtors say that during the Statutory Exclusivity Periods, they
successfully stabilized their businesses following their Chapter 11
filings, and completed their business plan and delivered it to
their DIP lenders. Since delivery of the business plan, the
Debtors have worked to achieve the cost savings and revenue targets
required by the plan. The Debtors also focused during this time on
resolving the future of their U.S. AP1000 Projects. The first
extension of the Statutory Exclusivity Periods was sought by the
Debtors because of, among other things, the size and complexity of
these Chapter 11 cases and the need for time to evaluate potential
exit paths from Chapter 11 and the thousands of claims filed
against the Debtors. The Debtors plan to use the second extension
of the Statutory Exclusivity Periods to start to execute on certain
of those potential exit paths.
During the First Exclusivity Period, the Debtors have continued to
lay the groundwork that will allow them to formulate their exit
strategy from these Chapter 11 cases and file a Chapter 11 plan.
Approximately $77.7 billion of claims were filed in these Chapter
11 cases by the bar date in September, and since that time the
Debtors have been actively engaged in the claims reconciliation
process. Westinghouse has also sought and received relief from the
Court for procedures to aid the efficient resolution of claims.
The Debtors are in the process of reconciling claims filed by the
Bar Date against their books and records, have commenced filing
omnibus claims objections, and are actively entering into claim
settlements pursuant to procedures authorized by the Court.
The Debtors have launched, and are mid-way through, a marketing
process aimed at soliciting binding bids from parties interested in
acquiring Westinghouse through a potential sale or restructuring
transaction, and have kept key constituents in these Chapter 11
cases, including the Committee, apprised of their progress in this
marketing process.
The Debtors say that they have successfully stemmed losses
associated with the construction of Units 3 & 4 at the Alvin W.
Vogtle Electric Generating Plant by rejecting that certain
Engineering, Procurement and Construction Agreement, dated as of
April 8, 2008, and entering into that certain Services Agreement,
dated July 17, 2017, shifting responsibility for construction and
management of the Vogtle Project to Georgia Power Company and other
joint owners.
The Debtors also wound down their involvement in the construction
of Units 2 & 3 at the Virgil C. Summer Nuclear Generating Station
site by rejecting substantially all of their related executory
subcontracts, vendor contracts, and purchase orders following the
announcement by South Carolina Electric & Gas Company to cease
construction of the project. The Debtors further stabilized their
businesses by revising their business plan following the decision
of the VC Summer Owners to abandon construction of the VC Summer
Project. During the First Exclusivity Period, the Debtors also
obtained authorization to continue and renew their surety bond
program, implemented key employee incentive and retention programs
and key employee salary adjustments following approval by the
Court, and assumed most of their nonresidential real property
leases, among other things.
With respect to their global business operations, the Debtors took
action to preserve and enhance the value of non-debtor subsidiaries
that required immediate funding to maintain operations, make
significant investments, and/or strengthen their balance sheets to
avoid foreign insolvency requirements. The Debtors did so by
negotiating with their lenders to expand the size and scope of
certain permitted investment baskets to provide urgently needed
funding under their existing $800 million postpetition secured
financing facility. By providing access to funding for their
non-debtor affiliates, the Debtors were able to preserve and
enhance the value of their businesses, particularly with respect to
key customer relationships.
The Debtors have started formulating the terms of a Chapter 11 plan
with key constituencies in these Chapter 11 cases, and anticipate
being able to file a plan during the proposed Second Exclusivity
Period. Based on this case trajectory and the significant progress
made to date, the Debtors request a second 90-day extension of the
Exclusive Filing Period through and including March 13, 2018, and
the Exclusive Solicitation Period through and including May 12,
2018.
The Debtors tell the Court that an extension of the Statutory
Exclusivity Periods is essential in the context of the Debtors'
Chapter 11 cases. Allowing a plan of reorganization that is not
supported by the Debtors to be filed at this crucial juncture would
delay and disrupt the Debtors' reorganization process, destabilize
their global businesses, and potentially create a chaotic situation
that will be litigious and costly, to the detriment of all parties
in interest.
The Debtors state that ample cause exists to grant the Debtors such
relief because, inter alia, (i) the Debtors' cases are large and
complex; (ii) substantial good faith progress toward a Chapter 11
plan has been demonstrated; (iii) the Debtors are making and will
continue to make required postpetition administrative expense
payments as they become due; and (iv) the Debtors are not seeking
to use exclusivity to pressure creditors into accepting a plan they
find unacceptable. The Debtors assure the Court that no creditor
will be prejudiced by the requested extensions.
A copy of the Debtors' request is available at:
http://bankrupt.com/misc/nysb17-10751-1828.pdf
About Westinghouse Electric
Westinghouse Electric Company LLC --
http://www.westinghousenuclear.com/-- is a U.S. based nuclear
power company founded in 1999 that provides design work and
start-up help for new nuclear power plants and makes many of the
components. Westinghouse manufactures and supplies the commercial
fuel products needed to run the plants, and it offers training,
engineering, maintenance, and quality management services. Almost
50% of nuclear power plants around the world and about 60% of U.S.
plants are based on Westinghouse's technology. Westinghouse's
world headquarters are located in the Pittsburgh suburb of
Cranberry Township, Pennsylvania.
On Oct. 16, 2006, Westinghouse Electric was sold for $5.4 billion
to a group comprising of Toshiba (77% share), partners The Shaw
Group (20% share), and Ishikawajima-Harima Heavy Industries Co.
Ltd. (3% share). After purchasing part of Shaw's stake in 2013,
Japan-based conglomerate Toshiba obtained ownership of 87% of
Westinghouse.
Amid cost overruns at U.S. nuclear reactors it was building,
Westinghouse Electric Company LLC, along with 29 affiliates, filed
voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 17-10751) on March 29,
2017. The petitions were signed by AlixPartners' Lisa J. Donahue,
chief transition and development officer.
The Debtors disclosed total assets of $4.32 billion and total
liabilities of $9.39 billion as of Feb. 28, 2017.
The Hon. Michael E. Wiles presides over the cases.
Weil, Gotshal & Manges LLP serves as counsel to the Debtors. The
Debtors hired AlixPartners LLP as financial advisor; PJT Partners
Inc. as investment banker; Kurtzman Carson Consultants LLC as
claims and noticing agent; K&L Gates as special counsel; and KPMG
LLP as tax consultant and accounting and financial reporting
advisor.
Toshiba Nuclear Energy Holdings (UK) Ltd. is represented by Albert
Togut, Esq., Brian F. Moore, Esq., and Kyle J. Ortiz, Esq., at
Togut, Segal & Segal LLP.
On April 7, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. Proskauer Rose LLP is
the committee's bankruptcy counsel, and Houlihan Lokey Capital,
Inc., serves as its investment banker.
The Board of Directors of Westinghouse appointed a special panel
called the U.S. AP1000 Committee to oversee the company's
activities related to certain AP1000 nuclear plants located in
Georgia and South Carolina.
WESTINGHOUSE ELECTRIC: WCIDC Buying Sewickley Property for $2M
--------------------------------------------------------------
Westinghouse Electric Co., LLC and affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to authorize
the sale of approximately 206 acres of excess land situated in
Sewickley Township, Westmoreland County, Pennsylvania to
Westmoreland County Industrial Development Corp. ("WCIDC") for $2
million.
A hearing on the Motion is set for Dec. 13, 2017 at 11 a.m. (ET).
The objection deadline is Dec. 11, 2017 at 2:00 p.m.
The Debtors are seeking to dispose of real estate that is not
material to their ongoing operations. In addition, they believe
that the terms and provisions of the Purchase and Sale Agreement
dated Sept. 8, 2014, as amended by the First Amendment to Real
Estate Purchase and Sale Agreement, are reasonable and that the
consideration they're receiving in connection therewith represents
a fair value for the Excess Land they are selling.
Westinghouse owns approximately 849 acres of land situated in
Sewickley Township, Westmoreland County, Pennsylvania ("Waltz Mill
Site"), on which the Debtors' operations include engineering and
support services for nuclear power plants. Pursuant to the
Purchase Agreement, Westinghouse will sell the Excess Land to WCIDC
for $2 million, with $50,000 earnest money. The Excess Land
consists of undeveloped wetlands and watercourses. The Excess Land
is not material to the Debtors' ongoing operations or
revenue-generating capacity.
As additional consideration for the sale of the Excess Land, WCIDC
has agreed to extend the Municipal Authority of Westmoreland County
("MAWC") sanitary sewer system to the Waltz Mill Site. This
extension has been publicly approved and is scheduled to be
completed by October 2018. This project will be funded by a state
grant.
A copy of the Agreement attached to the Motion is available for
free at:
http://bankrupt.com/misc/Westinghouse_Electric_1857_Sales.pdf
Currently, Westinghouse owns and operates an onsite sanitary
wastewater treatment plant, which allows for limited occupancy
under the applicable sanitation code. In order to improve
occupancy without connecting to the MAWC sanitary sewer system,
Westinghouse would have to upgrade its treatment plant at its own
expense. With the extension of MAWC's sanitary sewer system to the
Waltz Mill Site, Westinghouse can shut down its treatment plant and
connect to the public sewer system, thereby reducing operating
costs and increasing and optimizing occupancy levels at the Waltz
Mill Site as needed.
Westinghouse was notified by WCIDC that in order to qualify for the
state grant, WCIDC will need to submit a copy of an effective
Purchase Agreement to the Pennsylvania Department of Community and
Economic Development by Dec. 19, 2017. The closing of the
Transaction will be held by March 1, 2018, which date may be
extended for up to 60 days upon the mutual agreement of the
parties.
Finally, following the sale of the Excess Land, the property taxes
on the Waltz Mill Site will be reduced proportionately to the
Debtors' smaller footprint.
To implement the requested relief successfully, the Debtors ask a
waiver of the 14-day stay of an order authorizing the use, sale, or
lease of property under Bankruptcy Rule 6004(h).
The Purchaser:
WESTMORELAND COUNTY INDUSTRIAL
DEVELOPMENT CORP.
Fifth Floor, Suite 520
40 N. Pennsylvania Ave.
Greensburg, PA 15601
About Westinghouse Electric
Westinghouse Electric Company LLC --
http://www.westinghousenuclear.com/-- is a U.S. based nuclear
power company founded in 1999 that provides design work and
start-up help for new nuclear power plants and makes many of the
components. Westinghouse manufactures and supplies the commercial
fuel products needed to run the plants, and it offers training,
engineering, maintenance, and quality management services. Almost
50% of nuclear power plants around the world and about 60% of U.S.
plants are based on Westinghouse's technology. Westinghouse's
world headquarters are located in the Pittsburgh suburb of
Cranberry Township, Pennsylvania.
On Oct. 16, 2006, Westinghouse Electric was sold for $5.4 billion
to a group comprising of Toshiba (77% share), partners The Shaw
Group (20% share), and Ishikawajima-Harima Heavy Industries Co.
Ltd. (3% share). After purchasing part of Shaw's stake in 2013,
Japan-based conglomerate Toshiba obtained ownership of 87% of
Westinghouse.
Amid cost overruns at U.S. nuclear reactors it was building,
Westinghouse Electric Company LLC, along with 29 affiliates, filed
voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 17-10751) on March 29,
2017. The petitions were signed by AlixPartners' Lisa J. Donahue,
chief transition and development officer.
The Debtors disclosed total assets of $4.32 billion and total
liabilities of $9.39 billion as of Feb. 28, 2017.
The Hon. Michael E. Wiles presides over the cases.
Weil, Gotshal & Manges LLP serves as counsel to the Debtors. The
Debtors hired AlixPartners LLP as financial advisor; PJT Partners
Inc. as investment banker; Kurtzman Carson Consultants LLC as
claims and noticing agent; K&L Gates as special counsel; and KPMG
LLP as tax consultant and accounting and financial reporting
advisor.
Toshiba Nuclear Energy Holdings (UK) Ltd. is represented by Albert
Togut, Esq., Brian F. Moore, Esq., and Kyle J. Ortiz, Esq., at
Togut, Segal & Segal LLP.
On April 7, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. Proskauer Rose LLP is
the committee's bankruptcy counsel, and Houlihan Lokey Capital,
Inc. serves as its investment banker.
The Board of Directors of Westinghouse appointed a special panel
called the U.S. AP1000 Committee to oversee the company's
activities related to certain AP1000 nuclear plants located in
Georgia and South Carolina.
WHOLELIFE PROPERTIES: Trustee's Sale of McKinney Property Approved
------------------------------------------------------------------
Judge Mark X. Mullin of the U.S. Bankruptcy Court for the Northern
District of Texas authorized Daniel J. Sherman, the Chapter 11
Trustee of WholeLife Properties, LLC, to sell the interest in
approximately 17.172 acres of undeveloped real estate at the
intersection of Collin-McKinney Parkway and Alma road in McKinney,
Texas, to Anant Patel, or his controlled affiliate, for $7,900,000
cash.
The Sale Hearing was held on Nov. 30, 2017.
The sale is free and clear of all Interests.
Ellis Management Co. as servicer for the II C.B., L.P. Noteholders
and B&A Family Partnership, LLP Noteholders and their successors
and/or assigns, secured creditors and lienholders, will be paid in
full at the Closing, and if the sales proceeds are insufficient to
do so, the sale to the Patel Purchaser or Net Lease Purchaser will
not close. If there are insufficient funds to pay the II C.B.,
L.P. Noteholders and B&A Family Partnership, LLP Noteholders in
full at closing, the Trustee will be required to seek further
orders from the Court prior to conveying the Property in any
manner.
Notwithstanding any other provision in the order, the Patel Sale
Agreement and the Net Lease Sale Agreement, the ad valorem real
property taxes for tax years 2016 and 2017 will be paid at the sale
closing with interest that has accrued from the petition date
through the date of payment at the state statutory rate of 1% per
month. In the event the sale closes after Dec. 31, 2017, the liens
that secure all amounts ultimately owed for tax year 2018 will
remain attached to the real property and become the responsibility
of the purchaser.
At Closing, the Estate is authorized to utilize and disburse the
proceeds of the Sale as set forth in the closing statement, and the
Estate will pay all normal closing costs, including realtor’s
commission, any outstanding taxes, HOA dues, and the amounts owed
to the B&A Family Partnership, LP Noteholders and the II C.B., LP
Noteholders (or their respective successors and assigns) in full
from the sales proceeds. The gross sales price will be used to
determine the Trustee's commission. All remaining proceeds of the
Purchase Price will be disbursed by the Trustee in the manner and
method set forth in the U.S. Bankruptcy Code and pursuant to orders
of the Court.
The Closing on the Sale must take place before the expiration of 15
clays after the Order is entered or by Dec. 31, 2017. In the event
that the Patel Purchaser is unable or unwilling to consummate the
sale by Dec. 31, 2017, Net Lease Management, LLC, the back-up
bidder at $7,900,000, will be entitled to purchase the Property but
must consummate the sale by no later than the expiration of a
30-day due diligence period followed by 15 days to consummate the
purchase. Commencement of the Net Lease Purchase due diligence
period will begin upon issuance of notice to Net Lease by the
Trustee that the Patel Purchaser is unable or unwilling to close.
Notwithstanding any provision in the Bankruptcy Rules to the
contrary, the terms of the Order will be immediately effective and
enforceable upon the Order's entry and not subject to any stay,
notwithstanding the possible applicability of Bankruptcy Rules
6004(h) and 6006(d) or otherwise.
About WholeLife Properties
WholeLife Properties, LLC, owns two undeveloped tracts of land
located in McKinney, Texas that is intended to be developed into a
mixed use complex and 200 social memberships to the TPC at Craig
Ranch, a private golf club in McKinney, Texas.
WholeLife Properties sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Tex. Case No. 16-42274) on June 7,
2016. The petition was signed by John B. Lowery, as sole member of
WholeLife Companies, Inc., sole member of WholeLife Properties,
LLC. Melissa Hayward, Esq., at Franklin Hayward LLP, is the
Debtor's general bankruptcy counsel.
At the time of the filing, WholeLife estimated assets of $10
million to $50 million and debt of $1 million to $10 million.
The case is assigned to Judge Mark X. Mullin.
To date, no committee of unsecured creditors has been appointed.
Mr. Lowery was involved in another Chapter 11 debtor, Cornerstone
Ministries Investments, Inc., which filed Feb. 10, 2008 (Bankr.
N.D. Ga. Case No. 08-20355). Mr. Lowery joined Cornerstone in
approximately 2004 to oversee several single family housing
projects that were being developed by Cornerstone.
Daniel J. Sherman was appointed as the Chapter 11 Trustee of
WholeLife Properties. He is represented by Sherman & Yaquinto,
L.L.P., as counsel.
WOODBRIDGE GROUP: Silver Law Firm Initiates Probe After Bankruptcy
------------------------------------------------------------------
On Dec. 4, 2017, Woodbridge Group of Companies declared bankruptcy
citing ongoing litigation and regulatory compliance costs as
factors in the bankruptcy. Woodbridge is currently the focus of an
SEC action seeking certain corporate records and is reportedly
probing whether Woodbridge defrauded investors. According to
Woodbridge Wealth's website, Woodbridge offers First Position
Commercial Mortgages, Secondary Market Annuities and a Commercial
Bridge Loan Fund. Woodbridge has reportedly raised approximately 1
billion dollars from investors around the country. Investor
returns are now unclear as the bankruptcy seeks certain protections
for the company.
Silver Law Group -- http://www.silverlaw.com-- focuses its
practice on the representation of investment fraud victims
worldwide. Scott L. Silver, managing partner of the Silver Law
Group, has devoted his legal career to representing aggrieved
investors and is an author and regular speaker on investor rights,
FINRA arbitration and elder financial fraud.
Silver Law Group is a national investors rights law firm which
primarily represents investors in securities arbitration and
litigation including class actions.
About The Woodbridge Group
Based in Sherman Oaks, California, Woodbridge Group of Companies,
LLC, and 278 of its affiliates filed voluntary Chapter 11 petitions
(Bankr. D. Del., Lead Case No. 17-12560) on December 4, 2017. The
case is assigned to Hon. Kevin J. Carey.
The Woodbridge Group Enterprise -- http://woodbridgecompanies.com/
-- is a comprehensive real estate finance and development company.
Its principal business is buying, improving, and selling high-end
luxury homes. The Woodbridge Group Enterprise also owns and
operates full-service real estate brokerages, a private investment
company, and real estate lending operations. The Woodbridge Group
Enterprise and its management team have been in the business of
providing a variety of financial products for more than 35 years,
and have been primarily focused on the luxury home business for the
past five years.
The Debtors' legal counsel are Samuel A. Newman, Esq., Oscar Garza,
Esq., Daniel B. Denny, Esq., and Jennifer L. Conn, Esq., at Gibson,
Dunn & Crutcher, LLP, in Los Angeles, California; and Eric J. Wise,
Esq., Matthew K. Kelsey, Esq., and Matthew P. Porcelli, Esq., at
Gibson, Dunn & Crutcher, LLP, in New York; and Sean M. Beach, Esq.,
Edmon L. Morton, Esq., Ian J. Bambrick, Esq., and Allison S.
Mielke, Esq., at Young Conaway Stargatt & Taylor, LLP, in
Wilmington, Delaware.
The Debtors' financial advisor are Larry Perkins, John Farrace,
Robert Shenfeld, Reece Fulgham, Miles Staglik, and Lissa Weissman
of SierraConstellation Partners, LLC, in Los Angeles, California.
The Debtors' claims and noticing agent is Garden City Group, LLC.
At the time of filing, the Debtors' estimated assets is $500
million to $1 billion and estimated liabilities is $500 million to
$1 billion.
The petition was signed by Lawrence R. Perkins, chief restructuring
officer.
WOODBRIDGE GROUP: Wins Approval of First Day Motions
----------------------------------------------------
Woodbridge Group of Companies, LLC, and certain of its affiliates
and subsidiaries said Dec. 6, 2017, that its first day hearing with
the United States Bankruptcy Court for the District of Delaware
related to its Chapter 11 filing was successful.
The Bankruptcy Court issued authorizations on an interim basis
that, collectively, will help ensure the Company is able to
continue operating its business in the ordinary course during its
restructuring process.
"The Court's authorizations represent a positive and important step
in the restructuring process, from which we expect Woodbridge to
emerge with a stronger financial foundation," said Larry Perkins,
Chief Restructuring Officer for Woodbridge.
"These Court approvals allow us to continue business in the normal
course, including paying vendors, employees and suppliers."
"We are now focused on developing a comprehensive Plan of
Restructuring that will maximize value for all of Woodbridge's most
important stakeholders," said Sam Newman, Partner of Gibson Dunn
and legal counsel to the Company.
Woodbridge has been given access to its debtor-in-possession
("DIP") financing , which will be available on an interim basis.
This DIP financing, combined with cash on hand and cash generated
by the Company, will support ongoing operations during the process.
The Company also received approval to, among other things, pay
employee wages and benefits.
Woodbridge intends to pay vendors in the ordinary course for goods
and services provided after the filing date and expects
construction and completion of assets to continue uninterrupted.
The final court hearing to confirm the first day motions is set for
Dec. 20, 2017 at 12 p.m. ET.
As previously announced, the Company is cooperating fully with the
Securities and Exchange Commission ("SEC") on its investigation of
certain of the Company's business practices. To that end, upon
filing for Chapter 11, the Company immediately notified the SEC and
requested a meeting in an effort to work cooperatively. Moreover,
effective Dec. 1, 2017, the Company replaced Woodbridge founder and
Chief Executive Officer, Robert Shapiro, with a Chief Restructuring
Officer, Lawrence Perkins of SierraConstellation Partners LLC, and
an Independent Manager, Marc Beilinson of Beilinson Advisory Group.
Mr. Perkins and Mr. Beilinson have full oversight and authority
over all operations during the pendency of the case and are working
to maximize recovery for all stakeholders, including Note and Unit
holders. As part of this, Woodbridge has ceased selling any
Note-related products.
About Woodbridge Group
Headquartered in Sherman Oaks, California, The Woodbridge Group
Enterprise -- http://woodbridgecompanies.com-- is a comprehensive
real estate finance and development company. Its principal
business is buying, improving, and selling high-end luxury homes.
The Woodbridge Group Enterprise also owns and operates full-service
real estate brokerages, a private investment company, and real
estate lending operations. The Woodbridge Group Enterprise and its
management team have been in the business of providing a variety of
financial products for over 35 years, and have been primarily
focused on the luxury home business for the past five years. Since
its inception, the Woodbridge Group Enterprise team has completed
over $1 billion in financial transactions. These transactions
involve real estate, note buying and selling, hard money lending,
and alternative financial transactions involving thousands of
investors. In total, the Woodbridge Group Enterprise has executed
hundreds of significant transactions.
Woodbridge Group of Companies, LLC and its affiliates filed Chapter
11 bankruptcy petitions (Bankr. D. Del. Case No. 17-12560) on Dec.
4, 2017.
Woodbridge estimated assets and liabilities at between $500 million
and $1 billion.
Judge Kevin J. Carey presides over the case.
Samuel A. Newman, Esq., Oscar Garza, Esq., Daniel B. Denny, Esq.,
Jennifer L. Conn, Esq., Eric J. Wise, Esq., Matthew K. Kelsey,
Esq., and Matthew P. Porcelli, Esq., at Gibson, Dunn & Crutcher,
LLP, and Sean M. Beach, Esq., Edmon L. Morton, Esq., Ian J.
Bambrick, Esq., and Allison S. Mielke, Esq., at Young Conaway
Stargatt & Taylor, LLP, serve as the Debtors' bankruptcy counsel.
The Debtors' financial advisors are Larry Perkins, John Farrace,
Robert Shenfeld, Reece Fulgham, Miles Staglik, and Lissa Weissman
at SierraConstellation Partners, LLC.
Beilinson Advisory Group is serving as independent management to
the Debtors.
Garden City Group, LLC, is the Debtors' claims and noticing agent.
ZENITH ENERGY: Moody's Assigns B2 Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service assigned first time ratings to Zenith
Energy U.S. Logistics Holdings, LLC. (Zenith Energy), including a
B2 Corporate Family Rating (CFR), a B2-PD Probability of Default
Rating (PDR) and a B2 rating on the company's proposed first lien
senior secured bank credit facilities, which includes a $50 million
revolver, $410 million term loan, and $40 million delayed draw term
loan. The outlook is negative.
The $410 million of gross proceeds from the term loan and
approximately $370 million of sponsor equity will be used by Zenith
Energy to purchase the outstanding LP, GP and IDR interests of Arc
Logistics Partners, LP (ARCX), refinance ACRX's debt, and purchase
minority interests in Gulf LNG Holdings Group, LLC (Gulf LNG) and
Arc Terminals Joliet Holdings, LLC. The new $50 million revolver
and $40 million delayed draw term loan are expected to be undrawn
at the close.
The following summarizes the ratings activity:
Issuer: Zenith Energy U.S. Logistics Holdings, LLC.
Ratings assigned:
-- Corporate Family Rating, Assigned B2
-- Probability of Default Rating, Assigned B2-PD
-- Senior Secured Term Loan, Assigned B2 (LGD3)
-- Senior Secured Delayed Draw Term Loan, Assigned B2 (LGD3)
-- Senior Secured Revolving Credit Facility, Assigned B2 (LGD3)
Outlook Actions:
-- Outlook, Assigned Negative
RATINGS RATIONALE
Zenith Energy's B2 CFR reflects its high leverage, modest scale,
risks associated with executing its growth plans and the uncertain
outcome of the Gulf LNG arbitration. It has meaningful customer
concentration with over 80 customers, many of which have had
long-term relationships; the top three accounted for a majority of
2016 revenues. The rating is supported by the stable nature of cash
flows from 21 established crude oil and refined products terminal
assets with a large proportion of fee-based revenues under
take-or-pay contracts and modest geographic diversity with
operations in 12 states. The company enjoys niche positions in
markets that can have limited competition and significant barriers
to entry. Moody's expects future earnings growth will be derived
from further development of existing assets as well as potential
acquisition opportunities sourced from its sponsor or third parties
that are financed with a balance of debt and equity.
The company derives a material amount of earnings from its minority
ownership position (20% interest following the completion of the
contemplated transactions) in Gulf LNG, which is not currently
operating its US Gulf Coast LNG regasification facility and
collects required minimum payments under two contracts. The
counterparty of one of the two contracts has sought to unwind its
agreement, which if successful, would materially reduce Gulf LNG's
cash inflows. The arbitration panel's expected decision date was
recently extended to the end of February 2018. Given the
uncertainty about the timing and outcome of the arbitration
decision, the equity sponsor has agreed to inject up to $100
million of additional equity in order to limit any increase in
leverage should the arbitration decision adversely impact the cash
flows required under the contract. While this is a positive,
Moody's believes there is still uncertainty with respect to the
amount of future distributions from Gulf LNG as a result of
different potential arbitration outcomes.
The proposed senior secured term loan, delayed draw senior secured
term loan and senior secured revolving credit facility are all
rated B2, the same level as the B2 CFR, consistent with Moody's
Loss Given Default (LGD) methodology. The lack of notching of the
ratings on the debt above or below the CFR reflects the fact that
the debt under the proposed facility comprises all of the company's
third party debt and the large majority of its liabilities.
Zenith has adequate liquidity supported by stable, growing cash
flow from operations and an undrawn $50 million revolving credit
facility due 2022. Additionally, the company will have access to
the $40 million delayed draw term loan to fund a buyout of the
Portland terminal lease. Moody's expects the company to repay debt
with excess cash flow after funding growth capital expenditures
(the credit facility terms require that 75% of excess cash flow be
applied to debt reduction in 2018, with step downs to smaller
percentages at lower leverage levels) and to keep minimal cash
balances. The only financial covenant under the credit facilities
is a 1.1x debt service reserve ratio financial covenant, which
Moody's expects the company to comply with through 2018.
The negative outlook reflects Moody's expectation that the company
will enjoy modest growth from its existing base of business, but
recognizes that the impact on the company's cash flows of the Gulf
LNG arbitration and the May 2018 Joliet contract renewal is
uncertain. The ratings could be upgraded if Zenith Energy continues
to execute on its growth plans, leverage declines towards 4.5x, the
Gulf LNG arbitration has been resolved and the May 2018 Joliet
terminal contract is renewed without a material negative impact on
the company's cash flows. The ratings could be downgraded if the
Gulf LNG arbitration outcome and new Joliet terminal contract
materially adversely impact Zenith Energy's cash flows or leverage
exceeds 6.5x.
The principal methodology used in these ratings was Midstream
Energy published in May 2017.
Zenith Energy U.S. Logistics Holdings, LLC (Zenith), headquartered
in Houston, Texas, is a midstream energy company with 21 storage
terminals in 12 states, mostly in the midwest and northeast
regions.
ZONE 5 INC: Taps Englert Coffey as Special Counsel
--------------------------------------------------
Zone 5, Inc. seeks approval from the U.S. Bankruptcy Court for the
Northern District of New York to hire Englert Coffey & McHugh, LLP
as special counsel.
The firm will assist the Debtor in pursuing litigation against The
Hartford Insurance Company and other insurance companies for losses
sustained due to employee theft.
Englert will be paid a percentage of the amount of any judgment
recovered or any monies received through settlement, partial
settlement or compromise. The amount of percentage will be 25%
before the commencement of litigation; and 33-1/3% of all sums
recovered as the result of any litigation.
Peter Coffey, Esq., disclosed in a court filing that his firm is
"disinterested" as defined in section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
Peter V. Coffey, Esq.
Englert Coffey & McHugh, LLP
224 State Street
Schenectady, NY 12305
Phone: 518-370-4645
Fax: 518-370-4979
About Zone 5 Inc.
Zone 5, Inc., fka Zone V Lithographic Pre-Press, Inc., filed a
Chapter 11 petition (Bankr. N.D.N.Y. Case No. 17-11087) on June 8,
2017. The petition was signed by Todd E. Mosher, president. At
the time of filing, the Debtor had $100,000 to $500,000 in
estimated assets and $500,000 to $1 million in estimated
liabilities. Richard L. Weisz, Esq., of Hodgon Russ LLP, is the
Debtor's bankruptcy counsel.
[*] Kleinberg Discusses Bankruptcy Code Safe Harbor Clawback Issue
------------------------------------------------------------------
Kleinberg Kaplan said that a case currently before the United
States Supreme Court could significantly restrict the scope of an
important defense to clawback actions, limiting its usefulness for
entities that are not major financial institutions or large funds.
Based on recent oral argument, the Bankruptcy Code safe harbor for
clawbacks may be given a narrow interpretation, leaving it
available for most practical purposes only to banks, large funds,
and other large financial institutions. The case, Merit Management
Group LP v. FTI Consulting, Inc., constitutes the first Supreme
Court test of the increasingly important Safe Harbor. While the
direction of oral argument is not a definitive guide to the Court's
ultimate ruling, the oral argument on the case suggests that the
Court will not adopt the current majority rule that Safe Harbor
protections can be triggered even when the only involvement of a
financial institution in the transaction is that it forwards funds
to the ultimate beneficiary.
The Safe Harbor
The Safe Harbor has become increasingly important to clawback
action defendants, providing defenses where none might otherwise
exist and facilitating the dismissal of cases before trial. It
generally precludes trustees (and others representing the
bankruptcy estate) from bringing actions alleging preferences or
constructive fraudulent transfers based on federal bankruptcy law.
From a plaintiff's perspective, constructive fraudulent transfer
actions, which generally require the plaintiff to prove only that
the transfer was made for less than reasonably equivalent value
while the transferor was insolvent, are easier to establish than
are actual intent actions. The Safe Harbor also generally
precludes trustees (and others representing the bankruptcy estate)
from bringing fraudulent conveyance actions based on state law,
which often provides a reach-back period that is significantly
longer than the two year reach-back period established under the
Bankruptcy Code.
For the Safe Harbor to be applicable, the transaction must be of a
type specified in the statute, and be "by or to or for the benefit
of "one of several designated entities, such as brokers and
Financial Institutions (a defined term in the Bankruptcy Code).
The Merit issue
Merit involves efforts by the bankruptcy trustee to avoid as a
fraudulent conveyance payments made to the debtor's shareholders
from the proceeds of a sale of real estate. The proceeds had been
escrowed following the sale and were paid to the shareholders by
the escrow agent (a bank) following an indemnity holdback period.
The defendants asserted the Safe Harbor as a defense. There was no
dispute that the transfers were either "settlement payments" or
"payments made in connection with securities contracts," two of the
relevant types of transactions, so the only Safe Harbor issue
presented concerned the role of the Financial Institution in the
transaction.
The district court granted defendants' motion to dismiss, holding
the Safe Harbor applicable because the escrow agent, a bank, was a
Financial Institution, and that the payment that the trustee sought
to avoid had been made by the escrow agent to the defendants. The
Court of Appeals for the Seventh Circuit reversed, reasoning that
the escrow agent was a mere conduit, and that the relevant entities
for the purpose of Safe Harbor are the original payor and the
ultimate payee, neither of which was a Financial Institution.
Several circuits, including the Second Circuit, have held that the
predicates of the Safe Harbor are satisfied if one of the entities
in a multi-step transaction is one of the statutorily designated
entities, even if that entity is a conduit with no economic stake
in the transaction. The Supreme Court took Merit, likely in light
of the circuit split. Oral argument was held in November.
Potential effect on other cases
A decision that affirms the Seventh Circuit ruling could have
significant effects on other cases. At a minimum it would
significantly cut back the number of clawback defendants that could
make use of the Safe Harbor. For example, in In re Tribune Company
Fraudulent Conveyance Litigation, the Second Circuit ruled that the
Safe Harbor applies to shield tens of thousands of defendants from
fraudulent conveyance liability, based in part on the existing
Second Circuit precedent regarding the conduit issue.
The Supreme Court has held in abeyance the certiorari petition
filed by the Tribune plaintiffs, presumably awaiting the
disposition of Merit. Under the Seventh Circuit rule, the Tribune
case might be remanded for separate determinations for each
defendant regarding whether it is an eligible entity under the Safe
Harbor. Defendants that are banks or large funds could still come
within the Safe Harbor protections, but other defendants might have
to defend the case on the merits.
Conversely, a reversal of the Seventh Circuit ruling could keep the
Safe Harbor available to a broad range of participants in
securities-related transactions. And another possible result,
which was suggested during oral argument, would be a ruling that
turns on certain case-specific facts and that leaves unresolved the
circuit split.
More broadly, the past decade has seen a series of appellate court
decisions endorsing an increasingly broad interpretation of the
Safe Harbor. Depending on the scope and breadth of the Supreme
Court's decision, many of those decisions may have to be
revisited.
Kleinberg Kaplan represents certain defendants in the Tribune
adversary proceedings.
[^] BOND PRICING: For the Week from Dec. 4 to 8, 2017
-----------------------------------------------------
Company Ticker Coupon Bid Price Maturity
------- ------ ------ --------- --------
Alpha Appalachia
Holdings Inc ANR 3.25 2.05 8/1/2015
American Eagle Energy Corp AMZG 11.00 1.37 9/1/2019
Amyris Inc AMRS 9.50 61.59 4/15/2019
Amyris Inc AMRS 6.50 57.93 5/15/2019
Appvion Inc APPPAP 9.00 37.53 6/1/2020
Appvion Inc APPPAP 9.00 37.00 6/1/2020
Armstrong Energy Inc ARMS 11.75 15.81 12/15/2019
Armstrong Energy Inc ARMS 11.75 15.75 12/15/2019
Aurora Diagnostics
Holdings LLC / Aurora
Diagnostics
Financing Inc ARDX 10.75 95.50 1/15/2018
Avaya Inc AVYA 10.50 5.13 3/1/2021
Avaya Inc AVYA 10.50 4.96 3/1/2021
BPZ Resources Inc BPZR 6.50 3.02 3/1/2015
BPZ Resources Inc BPZR 6.50 3.02 3/1/2049
Bon-Ton Department
Stores Inc/The BONT 8.00 31.77 6/15/2021
Boston Properties LP BXP 3.70 99.02 11/15/2018
BreitBurn Energy
Partners LP /
BreitBurn Finance Corp BBEP 7.88 3.00 4/15/2022
BreitBurn Energy
Partners LP /
BreitBurn Finance Corp BBEP 8.63 6.25 10/15/2020
BreitBurn Energy
Partners LP /
BreitBurn Finance Corp BBEP 8.63 5.38 10/15/2020
BreitBurn Energy
Partners LP /
BreitBurn Finance Corp BBEP 8.63 5.38 10/15/2020
Buffalo Thunder
Development Authority BUFLO 11.00 38.00 12/9/2022
Celgene Corp CELG 2.13 100.22 8/15/2018
Celgene Corp CELG 2.30 100.54 8/15/2018
Cenveo Corp CVO 8.50 16.50 9/15/2022
Cenveo Corp CVO 8.50 20.25 9/15/2022
Chassix Holdings Inc CHASSX 10.00 8.00 12/15/2018
Chassix Holdings Inc CHASSX 10.00 8.00 12/15/2018
Chukchansi Economic
Development Authority CHUKCH 9.75 57.49 5/30/2020
Claire's Stores Inc CLE 9.00 65.25 3/15/2019
Claire's Stores Inc CLE 8.88 29.60 3/15/2019
Claire's Stores Inc CLE 7.75 10.38 6/1/2020
Claire's Stores Inc CLE 9.00 62.88 3/15/2019
Claire's Stores Inc CLE 9.00 65.38 3/15/2019
Claire's Stores Inc CLE 7.75 10.38 6/1/2020
Cobalt International
Energy Inc CIE 2.63 12.25 12/1/2019
Cobalt International
Energy Inc CIE 3.13 13.25 5/15/2024
Cumulus Media Holdings Inc CMLS 7.75 18.25 5/1/2019
EV Energy Partners LP /
EV Energy Finance Corp EVEP 8.00 57.21 4/15/2019
EXCO Resources Inc XCO 8.50 3.31 4/15/2022
Egalet Corp EGLT 5.50 46.80 4/1/2020
Emergent Capital Inc EMGC 8.50 54.25 2/15/2019
Energy Conversion
Devices Inc ENER 3.00 7.88 6/15/2013
Energy Future Holdings Corp TXU 6.55 14.75 11/15/2034
Energy Future Holdings Corp TXU 6.50 14.75 11/15/2024
Energy Future Holdings Corp TXU 9.75 10.00 10/15/2019
Energy Future Intermediate
Holding Co LLC /
EFIH Finance Inc TXU 11.25 37.00 12/1/2018
Energy Future Intermediate
Holding Co LLC /
EFIH Finance Inc TXU 11.25 36.75 12/1/2018
Energy Future Intermediate
Holding Co LLC /
EFIH Finance Inc TXU 9.75 10.00 10/15/2019
FGI Operating Co LLC /
FGI Finance Inc GUN 7.88 19.85 5/1/2020
Fleetwood Enterprises Inc FLTW 14.00 3.56 12/15/2011
GenOn Energy Inc GENONE 9.50 73.00 10/15/2018
GenOn Energy Inc GENONE 9.50 73.25 10/15/2018
GenOn Energy Inc GENONE 9.50 73.25 10/15/2018
Gibson Brands Inc GIBSON 8.88 84.25 8/1/2018
Gibson Brands Inc GIBSON 8.88 84.42 8/1/2018
Gibson Brands Inc GIBSON 8.88 86.60 8/1/2018
Global Brokerage Inc GLBR 2.25 41.75 6/15/2018
Homer City Generation LP HOMCTY 8.14 38.75 10/1/2019
Illinois Power
Generating Co DYN 6.30 33.50 4/1/2020
Illinois Power
Generating Co DYN 7.00 33.50 4/15/2018
Interactive Network Inc /
FriendFinder
Networks Inc FFNT 14.00 70.28 12/20/2018
IronGate Energy
Services LLC IRONGT 11.00 35.13 7/1/2018
IronGate Energy
Services LLC IRONGT 11.00 35.13 7/1/2018
IronGate Energy
Services LLC IRONGT 11.00 35.13 7/1/2018
IronGate Energy
Services LLC IRONGT 11.00 35.13 7/1/2018
Kimberly-Clark Corp KMB 7.50 103.95 11/1/2018
Las Vegas Monorail Co LASVMC 5.50 4.00 7/15/2019
Lehman Brothers
Holdings Inc LEH 1.50 3.33 3/29/2013
Lehman Brothers
Holdings Inc LEH 4.00 3.33 4/30/2009
Lehman Brothers
Holdings Inc LEH 5.00 3.33 2/7/2009
Lehman Brothers
Holdings Inc LEH 1.60 3.33 11/5/2011
Lehman Brothers
Holdings Inc LEH 2.00 3.33 3/3/2009
Lehman Brothers
Holdings Inc LEH 2.07 3.33 6/15/2009
Lehman Brothers
Holdings Inc LEH 1.38 3.33 6/15/2009
Lehman Brothers Inc LEH 7.50 1.23 8/1/2026
Linc USA GP / Linc
Energy Finance USA Inc LNCAU 9.63 1.00 10/31/2017
MF Global Holdings Ltd MF 3.38 28.25 8/1/2018
MModal Inc MODL 10.75 6.13 8/15/2020
Mashantucket Western
Pequot Tribe MASHTU 7.35 18.25 7/1/2026
Midstates Petroleum
Co Inc / Midstates
Petroleum Co LLC MPO 10.75 1.35 10/1/2020
New Gulf Resources LLC/
NGR Finance Corp NGREFN 12.25 2.95 5/15/2019
New Gulf Resources LLC/
NGR Finance Corp NGREFN 12.25 2.95 5/15/2019
New Gulf Resources LLC/
NGR Finance Corp NGREFN 12.25 2.95 5/15/2019
Nine West Holdings Inc JNY 8.25 10.75 3/15/2019
Nine West Holdings Inc JNY 6.13 15.08 11/15/2034
Nine West Holdings Inc JNY 6.88 11.75 3/15/2019
Nine West Holdings Inc JNY 8.25 11.00 3/15/2019
Nortel Networks
Capital Corp NT 7.88 3.24 6/15/2026
OMX Timber Finance
Investments II LLC OMX 5.54 10.25 1/29/2020
Orexigen Therapeutics Inc OREX 2.75 36.00 12/1/2020
Orexigen Therapeutics Inc OREX 2.75 36.00 12/1/2020
PaperWorks Industries Inc PAPWRK 9.50 65.02 8/15/2019
PaperWorks Industries Inc PAPWRK 9.50 72.00 8/15/2019
Performance Drilling Co LLC PERDRI 6.00 1.00 9/30/2022
Post Holdings Inc POST 6.00 104.88 12/15/2022
Powerwave Technologies Inc PWAV 2.75 0.44 7/15/2041
Powerwave Technologies Inc PWAV 3.88 0.44 10/1/2027
Powerwave Technologies Inc PWAV 1.88 0.44 11/15/2024
Powerwave Technologies Inc PWAV 3.88 0.44 10/1/2027
Powerwave Technologies Inc PWAV 1.88 0.44 11/15/2024
Prospect Holding Co LLC /
Prospect Holding
Finance Co PRSPCT 10.25 48.25 10/1/2018
Real Alloy Holding Inc REAALL 10.00 73.25 1/15/2019
Real Alloy Holding Inc REAALL 10.00 63.00 1/15/2019
Renco Metals Inc RENCO 11.50 26.75 7/1/2003
Rex Energy Corp REXX 6.25 32.88 8/1/2022
Rex Energy Corp REXX 8.88 39.80 12/1/2020
Rolta LLC RLTAIN 10.75 26.25 5/16/2018
SAExploration Holdings Inc SAEX 10.00 43.14 7/15/2019
SandRidge Energy Inc SD 7.50 2.08 2/15/2023
Sears Holdings Corp SHLD 8.00 57.03 12/15/2019
SiTV LLC / SiTV Finance Inc NUVOTV 10.38 68.49 7/1/2019
SiTV LLC / SiTV Finance Inc NUVOTV 10.38 68.00 7/1/2019
Springleaf Finance Corp AMGFIN 6.90 99.61 12/15/2017
SunEdison Inc SUNE 2.38 2.25 4/15/2022
SunEdison Inc SUNE 0.25 2.25 1/15/2020
SunEdison Inc SUNE 2.75 2.13 1/1/2021
SunEdison Inc SUNE 2.63 2.13 6/1/2023
SunEdison Inc SUNE 3.38 2.13 6/1/2025
Sunoco LP / Sunoco
Finance Corp SUN 5.50 102.07 8/1/2020
TMST Inc THMR 8.00 17.60 5/15/2013
Talos Production LLC /
Talos Production
Finance Inc TALPRO 9.75 75.88 2/15/2018
Talos Production LLC /
Talos Production
Finance Inc TALPRO 9.75 75.88 2/15/2018
TerraVia Holdings Inc TVIA 5.00 4.63 10/1/2019
Toys R Us - Delaware Inc TOY 8.75 30.00 9/1/2021
Toys R Us Inc TOY 7.38 30.10 10/15/2018
UCI International LLC UCII 8.63 4.49 2/15/2019
Vanguard Operating LLC VNR 8.38 17.75 6/1/2019
Walter Energy Inc WLTG 8.50 0.83 4/15/2021
Walter Investment
Management Corp WAC 4.50 12.00 11/1/2019
Washington Mutual Bank /
Debt not acquired
by JPMorgan WAMU 6.88 0.99 6/15/2011
iHeartCommunications Inc IHRT 10.00 58.00 1/15/2018
iHeartCommunications Inc IHRT 6.88 44.77 6/15/2018
rue21 inc RUE 9.00 0.28 10/15/2021
rue21 inc RUE 9.00 0.28 10/15/2021
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
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*********
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Troubled Company Reporter is a daily newsletter co-published
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