/raid1/www/Hosts/bankrupt/TCR_Public/180111.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Thursday, January 11, 2018, Vol. 22, No. 10
Headlines
21ST CENTURY: Court Confirms Chapter 11 Reorganization Plan
6635 W OQUENDO: Will Hold $44K Reserve to Pay Unsecured Creditors
ADVANCED SOLIDS: Selling Personal Property for $570K
ADVANZEON SOLUTIONS: Settles with Joe Canouse for 2M Shares
AGACI LLC: Case Summary & 20 Largest Unsecured Creditors
AGACI LLC: Files for Chapter 11 to Cut Retail Footprint
ALLURE NAIL: U.S. Trustee Unable to Appoint Committee
ALPHATEC HOLDINGS: Exec. Chairman Has 9.1% Stake as of Jan. 8
ALPHATEC HOLDINGS: Sees $25.9M to $26.3M Revenue for 4th Quarter
ALTAMONTE VETERINARY: Court Approves Disclosure Statement and Plan
AMERICAN APPAREL: Director Buying $80K AA Korea Shares for $800K
AMG INTERNATIONAL: May Enter Into Finance Pact With PAC
AMPLIPHI BIOSCIENCES: Has Enough Cash to Fund Ops Into 1H of 2018
APOLLO SOLAR: Unsecured Creditors to be Paid 20% Over 10 Years
ARS SILVER SPRING: Hires Biselle Mead & Company as Accountant
AVENUE SHOPPES: U.S. Trustee Unable to Appoint Committee
AYTU BIOSCIENCE: Sabby Healthcare Owns 2.31% of Shares
B E R PRECISION: Taxing Authorities' Claims Added to Latest Plan
BARONG LLC: Taps Heckman & O'Connor as Special Counsel
BARTLETT MANAGEMENT: U.S. Trustee Forms 3-Member Committee in BMII
BARTLETT MANAGEMENT: U.S. Trustee Forms 5-Member Committee in BMSI
BARTLETT MANAGEMENT: U.S. Trustee Forms 6-Member Committee in BMPI
BLACKHAWK MINING: Bank Debt Trades at 13.67% Off
BOSTON HERALD: Hires Dirks Van Essen & Murray as Investment Banker
BRIDAN 770: Exclusive Plan Filing Period Extended Until March 27
BRIDGEVIEW, IL: Fitch Assigns BB+ Ratings to 2 GO Bond Tranches
BURTONSVILLE CROSSING: Taps Discepolo as Legal Counsel
CABLEVISION SYSTEMS: Altice USA Spin-off Credit Neg., Moody's Says
CALMARE THERAPEUTICS: Warns Stockholders of Takeover Attempt
CAROL ROSE: Taps Cozen O'Connor as Special Counsel
CEC ENTERTAINMENT: Bank Debt Trades at 6.56% Off
CEQUEL COMMUNICATIONS: Altice Spin-off No Impact on Moody's Ratings
COBALT INT'L: Seeks Court OK to Honor Severance Programs
COCRYSTAL PHARMA: Expects Nasdaq Uplisting in Q1 2018
COLUMBUS REGIONAL: Fitch Hikes Rating on 2 Cert. Tranches From BB+
CONCORDIA HEALTHCARE: Bank Debt Trades at 17.67% Off
CONDOMINIUM ASSOCIATION: Case Summary & 20 Top Unsecured Creditors
CORNBREAD VENTURES: U.S. Trustee Unable to Appoint Creditors' Panel
CROWN HOLDINGS: Moody's Confirms 'Ba2' CFR; Outlook Stable
CUMULUS MEDIA: Gets Go Signal to Assume Rating Products Agreements
DAVID'S BRIDAL: Bank Debt Trades at 14.75% Off
DENBURY RESOURCES: S&P Cuts Rating on Sub. Notes Due 2021 to 'D'
DEXTERA SURGICAL: Hires Cooley as Special Corporate Counsel
DEXTERA SURGICAL: Hires JMP Securities as Investment Banker
ELDERHOME LAND: Taps Discepolo as Legal Counsel
ENCORE PROPERTY: Case Summary & 13 Unsecured Creditors
ENDEMOL ENTERTAINMENT: Bank Debt Trades at 3.87% Off
EVERMILK LOGISTICS: No Recovery for Unsecureds Under Plan
EXCO RESOURCES: WL Ross & Co. Has 12.5% Equity Stake
EXPRO HOLDINGS: Hires Paul Weiss as Legal Counsel
EXPRO HOLDINGS: Taps Alvarez & Marsal as Restructuring Advisor
EXPRO HOLDINGS: Taps Jackson Walker as Co-Counsel
EXPRO HOLDINGS: Taps Lazard & Co. as Investment Banker
EZRA HOLDINGS: Has Court Okay to Vote Interest in Eminent Offshore
FINTUBE LLC: Selling All Remaining Operational Assets for $6M
FORTERRA INC: Bank Debt Trades at 7.34% Off
FRONTIER COMMUNICATIONS: Bank Debt Trades at 3.69% Off
FS-IP LLC: Taps Perkins Coie as Legal Counsel
GENERAL NUTRITION: Bank Debt Trades at 8.58% Off
GETTY IMAGES: Bank Debt Trades at 10.87% Off
GLOBAL A&T: Court OKs Disclosures & Confirms Reorganization Plan
GOLFSMITH INT'L: Proposes Procedures for Claims Settlement
GRAND CANYON RANCH: FCI Files 2nd Amended Disclosure Statement
GREEN TERRACE: Trustee Taps Rossin & Burr as Special Counsel
HERALD MEDIA: Hires Epiq Bankruptcy as Administrative Advisor
HOBBICO INC: Case Summary & 30 Largest Unsecured Creditors
HUDSON HOSPITALITY: $3.6M Sale of Stonington Property to Patel OK'd
ILLINOIS INSTITUTE: Fitch Affirms BB Rating on 2 Bond Tranches
INFORMATICA LLC: Moody's Rates New $1.96BB 1st Lien Loans 'B2'
INGEVITY CORP: Fitch Rates New $300MM Senior Unsecured Notes 'BB'
INGEVITY CORP: Moody's Assigns 'Ba2' Corporate Family Rating
INTELSAT JACKSON: Bank Debt Trades at 2.81% Off
INTERNATIONAL SHOPPES: U.S. Trustee Unable to Appoint Committee
IRB HOLDING: Moody's Rates Proposed $1.725BB Term Loan 'B1'
ISLAND VIEW CROSSING: Trustee Taps Fox Rothschild as Counsel
J.G. WENTWORTH: Files Supplemental Exhibits to Plan
JABIL INC: Moody's Rates Proposed $400MM 10-Year Sr. Notes 'Ba1'
KANZLER LANDSCAPE: Hires Ottenheimer Law Group as Attorney
KEYSTONE PODIATRIC: Case Summary & 20 Largest Unsecured Creditors
L BRANDS: Moody's Rates New $500MM Sr. Unsecured Notes Ba1
LIBERTY CABLEVISION: Bank Debt Trades at 4.08% Off
MADEESMA INTERNATIONAL: Taps Joel M. Aresty as Legal Counsel
MARYLAND HOME: Hires Drescher & Associates as Counsel
MOSS CREEK: Moody's Assigns B2 Corp. Family Rating; Outlook Stable
OAK RIDGE LOONEYS: U.S. Trustee Unable to Appoint Creditors' Panel
ONVOY LLC: Moody's Lowers CFR to B3; Outlook Stable
PANTAGIS DINER: Taps Bruce Mann as Accountant
PANTAGIS DINER: Taps Tomas Espinosa as Legal Counsel
PANTECH WIRELESS: Taps KPMG as Tax Consultant
PENN-TEX HELICOPTERS: Files Third Amended Liquidating Plan
PERFORMANCE TIRE: Voluntary Chapter 11 Case Summary
PHOENIX INDUSTRIAL: Fitch Withdraws BB+ Rating on 2012 Rev. Bonds
POINT.360: DIP Financing Gets Court OK, To Mature on Oct. 31
PQ CORP: S&P Rates Proposed $1.255BB 1st Lien Term Loan 'BB-'
PROFLO INDUSTRIES: SkyMark Seeks Appointment of Ch. 11 Trustee
PUERTO RICAN PARADE: Feb. 7 Disclosure Statement Hearing
R & S ANTIQUES: Proposes Sale of Beverly Hills Merchandise
RENAISSANCE PARTNERS: Case Summary & 3 Top Unsecured Creditors
ROARING FORK: S&P Assigns 'B-' Corp. Credit Rating, Outlook Stable
ROOSTER ENERGY: US Trustee, Chet Morrison Object to Plan
SABRE INDUSTRIES: Moody's Hikes CFR to B3 & Alters Outlook to Pos.
SANDY CREEK: Bank Debt Trades at 18.50% Off
SEADRILL LIMITED: Plan Filing Deadline Extended Until May 10
SEADRILL LTD: Unsec. Claims Misclassified Under Plan, Panel Says
SEASTAR HOLDINGS: Wants Up To $1.89M DIP Financing From Volant SVI
SERTA SIMMONS: Bank Debt Due 2023 Trades at 6.9% Off
SERTA SIMMONS: Bank Debt Due 2024 Trades at 16% Off
SFR GROUP: Bank Debt Trades at 3.50% Off
SHERIDAN PRODUCTION I-A: Bank Debt Due 2019 Trades at 17.33% Off
SHERIDAN PRODUCTION I-M: Bank Debt Due 2019 Trades at 17.33% Off
SHERIDAN PRODUCTION II-A: Bank Debt Due 2020 Trades at 13.50% Off
SHERIDAN PRODUCTION II-M: Bank Debt Due 2020 Trades at 13.50% Off
SHERIDAN PRODUCTION: Bank Debt Due 2019 Trades at 17.33% Off
SIXTY SIXTY CONDO: 3rd Amended Disclosure Statement Disapproved
SIXTY SIXTY CONDO: Taps Gerstle Rosen as Accounting Expert
SKILLSOFT CORP: Bank Debt Trades at 10.96% Off
SOUTHWORTH CO: PCT Realty Buying Agawam Property for $1.8M
STAPLES INC: Bank Debt Trades at 2.76% Off
STEREOTAXIS INC: Expects Fourth Quarter Revenue of $7.6 Million
SUNOCO LP: Moody's Rates Proposed $1.75BB Unsecured Notes B1
SUNSET PARTNERS: Brown Ribbon Buying Assets for $1M
TK HOLDINGS: New Plan Discloses $12.5MM Funding for Trust Reserve
TMTR HOLDINGS: $950K Sale of Property to Herrlichs Okayed
UNI-PIXEL INC: Court Approves Key Employee Incentive Program
VARINDER SINGH: U.S. Trustee Appoints 2-Member Committee
VERIFONE INC: Moody's Affirms Ba2 CFR; Outlook Stable
VIP RESORT: Taps Schwartz Flansburg as Legal Counsel
VRG LIQUIDATING: Taps Pachulski Stang as Special Counsel
WALTER INVESTMENT: Hires Ernst & Young as Auditor & Tax Advisor
WESTERN STATES: Wants Premium Finance Pact With IPFS Corporation
WILLIAM ALVEAR: $180K Sale of Las Vegas Rental Property Approved
WOODBRIDGE GROUP: Committee Hires FTI as Financial Advisor
WOODBRIDGE GROUP: Committee Taps Pachulski Stang Ziehl as Counsel
WYNIT DISTRIBUTION : Taps Paul Rome as Collection Agent
ZINA CHRISTIAN: Case Summary & 5 Unsecured Creditors
[^] Recent Small-Dollar & Individual Chapter 11 Filings
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21ST CENTURY: Court Confirms Chapter 11 Reorganization Plan
-----------------------------------------------------------
21st Century Oncology Holdings, Inc., the largest global provider
of integrated cancer care services, on Jan. 9, 2018, disclosed that
the United States Bankruptcy Court for the Southern District of New
York has confirmed the Company's chapter 11 plan of reorganization.
The Plan, as approved on Jan. 9, is expected to reduce the
Company's long-term debt by more than $500 million, strengthen its
balance sheet and establish a sustainable capital structure.
The Company expects to complete the financial restructuring process
and emerge from chapter 11 within the next couple of weeks. Upon
emergence, the majority owners of the reorganized Company, which
include certain funds and accounts managed by Beach Point Capital
Management, LP, Governors Lane, LP, J.P. Morgan Investment
Management, Inc., Oaktree Capital Management, L.P., Roystone
Capital Management LP and HPS Investment Partners, LLC, will
provide fresh capital to the Company.
"The Court's approval of the Plan is the culmination of months of
hard work and constructive negotiations. 21 [st] Century Oncology
is well poised to achieve its objective of being the preeminent
integrated cancer care provider in the country," said Jeff
Goldberg, incoming Chairman of the Board of the reorganized
Company. "We are pleased with all the cooperation we received in
reaching this important milestone, and very soon 21 [st] Century
Oncology will emerge from chapter 11 as a more financially stable
company with a stronger balance sheet. We will be poised for
long-term growth and have the financial flexibility to continue to
be at the forefront of cancer care."
Thomas Gordon, board member of the reorganized Company and
long-time consultant to the Company, stated, "[Tues]day's
confirmation provides us with an opportunity to put the past behind
us and focus on our strategic vision for the future. I want to
thank our dedicated employees and physicians, and the hospital and
joint venture partners, who remained focused on providing the best
possible care to patients throughout this process, which has
positioned us to be on the cusp of a transformation that holds
significant opportunities for 21 [st] Century Oncology."
About 21st Century
Fort Myers, Florida-based 21st Century Oncology Holdings, Inc.
(NYSEMKT:ICC), formerly Radiation Therapy Services Holdings, Inc.,
is a physician-led provider of integrated cancer care (ICC)
services. It operates an integrated network of cancer treatment
centers and affiliated physicians in the world which, as of
December 31, 2015, deployed approximately 947 community-based
physicians in the fields of radiation oncology, medical oncology,
breast, gynecological, general surgery and urology. As of December
31, 2015, the Company's physicians provided medical services at
approximately 375 locations, including over 181 radiation therapy
centers, of which 59 operated in partnership with health systems.
Its cancer treatment centers in the United States are operated
under the 21st Century Oncology brand.
As of Sept. 30, 2016, 2st Century had $1.05 billion in total
assets, $1.39 billion in total liabilities, $472.3 million in
series A convertible redeemable preferred stock, $19.24 million in
non-controlling interests - redeemable and a total deficit of
$833.89 million.
* * *
As reported by the TCR on Nov. 4, 2016, S&P Global Ratings lowered
its corporate credit rating on 21st Century Oncology Holdings to
'SD' from 'CCC' and removed the ratings from CreditWatch, where
they were placed with negative implications on May 17, 2016. "The
downgrade follows 21st Century's announcement that it failed to
make the Nov. 1, 2016, interest payment on the 11.0% senior
unsecured notes due 2023," said S&P Global Ratings credit analyst
Matthew O'Neill. Given S&P's view of the company's debt level as
unsustainable, and ongoing restructuring discussions, it does not
expect a payment to be made within the grace period.
6635 W OQUENDO: Will Hold $44K Reserve to Pay Unsecured Creditors
-----------------------------------------------------------------
6635 W Oquendo LLC, filed with the U.S. Bankruptcy Court for the
District of Nevada a first disclosure statement describing its plan
of reorganization dated Nov. 13, 2017 and corrected on Jan. 2.
2018.
Class 3 under the corrected plan consists of the general unsecured
claims. Holders of Class 3 General Unsecured Claims on the
Effective Date will receive 12 monthly payments of the Debtor's
Disposable Monthly Income. All portions of allowed Class 3
unsecured claims that remain unpaid, and at the conclusion of all
quarterly plan payments required under this Plan, will cease 12
months after the Effective Date and will be forever discharged and
rendered non-collectable against the Debtor. The Debtor's
Disposable Monthly Income available under the plan is $5,000 per
month. The Debtor's Plan Payment under the Plan will be $5,000 and
for a period of 12 months. The Debtor will hold a reserve of
$44,000 to pay the general unsecured creditor's allowed claims, if
filed before March 7, 2018, which will satisfy all general
unsecured claims.
Payments to Class 3 creditors required under the Plan will be
funded by the Debtor's Disposable Monthly Income from its rental
property. These monthly Distributions or the Plan Payment during
the Plan Term will be $5,000 per month. Debtors will make monthly
distributions to Class 3 claims, in accordance with the terms of
this Plan, during the entire Plan Term. Commencing on the first day
of the first month following the Effective Date of the Plan,
Debtors will continue to make monthly plan payments to the Class 3
General Unsecured Creditors, until the completion of the Plan Term,
which is on or about 12 months after the effective date.
It is estimated that this will require the Debtor to pay a maximum
combined total of 60,000 to Class 3 General Unsecured Creditors,
with $16,000 going to DCI Investments, LLC. This monthly plan
payment is not expected to increase throughout the plan term.
Furthermore, the Debtor may pay off the total Plan Payment due to
general unsecured creditors of $16,000 at any time after
confirmation minus any plan payments tendered. A $44,000 reserve
will be held for all other general unsecured claims that file
allowed claims prior to March 7, 2018. Administrative Professional
Fee Claims are estimated at $15,550.
A full-text copy of the Redlined Version of the Corrected
Disclosure Statement is available at:
http://bankrupt.com/misc/nvb17-15953-37.pdf
A full-text copy of the Reorganization Plan is available at:
http://bankrupt.com/misc/nvb17-15953-39.pdf
About 6635 W Oquendo LLC
6635 W Oquendo LLC, was formed on Aug. 11, 2017, for the purpose of
acquiring a property at a trustee sale. Its current property
portfolio consists of one property and all improvements thereto
located at 6635 W Oquendo Road, Las Vegas, Nevada 89118. It has
only operated since the acquisition of this property at foreclosure
sale. It has limited operating history, however, the operations of
the Debtor are not complex as the only asset is a rental property
that generates gross rental income of $10,000 per month.
The Debtor filed a Chapter 11 bankruptcy petition (Bankr. D. Nev.
Case No. 17-15953) on Nov. 6, 2017. The Debtor hired Andrew J. Van
Ness, partner of Hunter Parker, LLC, as counsel.
ADVANCED SOLIDS: Selling Personal Property for $570K
----------------------------------------------------
Advanced Solids Control, LLC, asks the U.S. Bankruptcy Court for
the Western District of Texas to authorize the sale of (i) first
2011 Cargo Craft 7x14 Expedition trailer to Sparky's Landscaping
Services for $2,000 and second 2011 Cargo Craft 7x14 Tandem trailer
for the minimum price of $1,500; (ii) 24 centrifuge packages and
miscellaneous additional equipment to Campbell Oilfield Rentals,
Ltd. for $549,750; and (iii) 11 20-yard round bottom split
containers S. Brothers Waste Services, Inc. for $16,500 ($1,500
each).
The Debtor has secured a purchaser for the first Ruhnke trailer to
Sparky's for the amount of $2,000. It is asking permission to sell
the second Ruhnke trailer for the minimum price of $1,500. The
second trailer is not in as good of shape as the first trailer.
The proposed sales prices approximate the market value of the items
proposed to be sold.
Additionally, the Debtor has negotiated the sales of equipment to
Campbell for $549,750. The equipment consists of (i) 24 Centrifuge
Packages consisting of 1 lynx 20 centrifuge, 1 VFD Panel and 1
Pump; and (ii) miscellaneous additional equipment consisting of:
(a) 2 crates of Lynx 20 parts, 2 additional pumps and 3 pump skids;
(b) 2 Centrifuge Stands that contain an overflow man basket; (c) 2
Shale bins (Serial Nos. SB001 and SB010); and (d.) 1 Trailer
mounted pressure washer trailer.
The Debtor has also negotiated the sales of another equipment
consisting of 11 20-yard round bottom split containers to S.
Brothers for $16,500 ($1,500 each).
All sales are to be as is, where is. The Debtor believes that the
proposed sale of the equipment set forth generates a reasonable
value based upon the assets proposed to be sold and their
marketability. The Debtor is not related to any of the purchasers
for the equipment set forth.
The proceeds from the sale set forth are to be paid to WTF Rentals,
LLC as a partial payment on its secured claim. The Debtor is
asking that the sale of the equipment be free and clear of all
liens, claims and encumbrances.
About Advanced Solids Control
Advanced Solids Control, LLC, is an oilfield service company
specializing in solids control for land-based oil and gas drilling
operations.
Advanced Solids sought Chapter 11 protection (Bankr. W.D. Tex.
Case
No. 16-52748) on Dec. 2, 2016. W. Lynn Frazier, managing member,
signed the petition. The Debtor estimated assets of less than
$50,000 and liabilities of less than $1 million.
William R. Davis, Jr., Esq., at Langley & Banack, Inc., serves as
bankruptcy counsel to the Debtor. Pena and Grillo PLLC serves as
special counsel.
ADVANZEON SOLUTIONS: Settles with Joe Canouse for 2M Shares
-----------------------------------------------------------
Advanzeon Solutions, Inc., has entered into a settlement agreement
with Joe Canouse stemming from a complaint filed, but not served,
by Mr.Canouse against the Company concerning a dispute over the
repayment of certain convertible promissory notes in the aggregate
principal amount of $240,000, exclusive of accrued interest, held
by Holder as assignee from Southridge Partners II, LP. The Notes
were issued in connection with a consulting agreement between the
Company and Southridge Partners II LP in May 2014. In connection
with the Settlement Agreement, the Company, without admitting
liability or wrongdoing, agreed to settle the dispute by issuing
2,000,000 shares of its common stock to Mr. Canouse. Each party
agreed to a mutual general release of any further claims against
the other party upon full satisfaction of the Settlement
Agreement.
About Advanzeon Solutions
Tampa, Fla.-based Comprehensive Care Corporation, n/k/a Advanzeon
Solutions, provides managed care services in the behavioral health,
substance abuse, and psychotropic pharmacy management fields.
Mayer Hoffman McCann P.C., in Clearwater, Florida, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2012. The independent auditors noted that
the Company has suffered recurring losses from operations and has
not generated sufficient cash flows from operations to fund its
working capital requirements. This raises substantial doubt about
the Company's ability to continue as a going concern.
Comprehensive Care incurred a net loss attributable to common
stockholders of $6.99 million for the year ended Dec. 31, 2012, as
compared with a net loss attributable to common stockholders of
$14.08 million for the year ended Dec. 31, 2011.
As of June 30, 2013, Comprehensive Care had $3.07 million in total
assets, $28.3 million in total liabilities, and a $25.2 million
stockholders' deficiency.
AGACI LLC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: A'GACI, L.L.C.
12460 Network Blvd., Suite 106
San Antonio, TX 78249
Business Description: Founded in San Antonio, Texas, A'GACI --
http://www.agacistore.com-- is a
fast-fashion retailer of women's apparel and
accessories. A'GACI attracts young,
fashion-driven consumers through its value-
pricing and frequent introductions of new
and trendy merchandise. The Debtor operates
specialty apparel and footwear stores under
the A'GACI banner as well as a direct-to-
consumer business comprised of its e-
commerce website www.agacistore.com. Stores
feature an assortment of tops, dresses,
bottoms, jewelry, and accessories sold
primarily under the Debtor's exclusive
A'GACI label. In addition, the Debtor
sells shoes under its sister brand labels of
O'Shoes and Boutique Five. Boutique Five
also comprises a portion of apparel and
accessory merchandise.
Chapter 11 Petition Date: January 9, 2018
Case No.: 18-50049
Court: United States Bankruptcy Court
Western District of Texas (San Antonio)
Judge: Hon. Ronald B. King
Debtor's Counsel: Ian T. Peck, Esq.
HAYNES AND BOONE, LLP
201 Main Street, Ste. 2200
Fort Worth, TX 76102-3125
Tel: 817-347-6613
Fax: 817-348-2350
Email: ian.peck@haynesboone.com
Debtor's
Financial
Advisor: BERKELEY RESEARCH GROUP, LLC
Debtor's
Investment
Bankers: SSG ADVISORS, LLC
Debtor's
Claims,
Noticing &
Balloting
Agent: KURTZMAN CARSON CONSULTANTS LLC
Web site: http://www.kccllc.net/agaci
Total Assets: $82 million as of Nov. 25, 2017
Total Debt: $62 million as of Nov. 25, 2017
The petition was signed by David Won, manager/CMO.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/txwb18-50049.pdf
Debtor's List of 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Bank of America DC Lien Unknown
Ray Abbott
100 N Tryon St.
Charlotte, NC 28202
American Express Merchant $1,659,156
Alan Vigil Credit Card
Attn: Express Mail Remittance
Processing
1200 W 7th St L2 200
Los Angeles, CA 90017
Infogain Corporation Expense $975,094
485 Alberto Way Ste 100
Los Gatos, CA 95032
Ambiance Apparel/Wax Jean Merchant $426,007
2415 E 15th Street
Los Angeles, CA 90021
Top Guy Int'l Trading Inc. Merchant $385,018
333 Brea Canyon Rd
City of Industry, CA 91789
Elegance Enterprise Corp Merchant $378,392
18217 Railroad Street
City of Industry, CA 91748
Oceanarc Capital Partners LLC Expense $300,000
Ron Rubick
299 Park Ave
New York, NY 10171
JP Original Corp. Merchant $293,347
19101 E Walnut Drive North
City of Industry, CA 91748
Love Letter Collection Merchant $293,246
C O Rosenthal & Rosenthal Inc.
PO Box 88926
Chicago, IL 60695-1926
Day G Merchant $241,255
Westfield Landlord $231,359
SDI Industries Inc. Expense $230,104
San Antonio Merchant Shippers Expense $173,914
Tovia Merchant $147,822
Banjul Inc. Merchant $122,600
Privy Inc. Merchant $120,508
Aspire Systems Consulting Pte Ltd Expense $120,330
Demandware, Inc. Expense $109,999
Awin Inc. Expense $108,598
Chocolate U.S.A. Merchant $104,049
AGACI LLC: Files for Chapter 11 to Cut Retail Footprint
-------------------------------------------------------
Following an unsuccessful brick-and-mortar expansion effort,
A'GACI, L.L.C., a teen-apparel retailer, sought bankruptcy
protection with plans to immediately reduce its retail footprint.
Founded in San Antonio, Texas, A'GACI has 76 retail stores, not
including two stores in Puerto Rico that remain closed as a result
of hurricanes during 2017. The Debtor's stores are located in
fashion retail venues predominately in Texas, Florida, California,
and Illinois. Additionally, third parties operate two A'GACI
franchise locations in Venezuela. The Debtor's corporate office is
located in San Antonio, Texas. The Company also has a
direct-to-consumer business comprised of its e-commerce website
http://www.agacistore.com/
For the year to date period ended Nov. 25, 2017, the Debtor's gross
sales were $136,204,241. Of that amount, approximately 9.4% or
$12,829,350 was attributable to the Debtor's e-commerce business.
Mark Butterbach, CFO of A'GACI, L.L.C., said that A'GACI's
financial performance has been negatively affected by (i)
unsuccessful brick and mortar expansion efforts; (ii) a shift in
consumer preference towards online purchases; (iii) difficulties
with the implementation of the Oracle Retail System; and (iv)
hurricanes that significantly impacted the Debtor's most profitable
locations.
Over the past two years, the Debtor opened 21 new store locations
across Arizona, California, Florida, Nevada, and Puerto Rico. But
the Debtor's rapid expansion into new markets spread the
organization too thin to effectively respond to the rapidly
changing trends in the retail market.
The combined impact of the events above resulted in a substantial
decrease in the Debtor's sales and earnings. For example, the
Debtor's EBITDA has declined by approximately $7.2 million over the
past year, from approximately $4.7 million in 2016 to approximately
negative $2.5 million in 2017. The decrease in EBITDA has
negatively impacted the Debtor's liquidity and its ability to meet
obligations as they come due. Furthermore, the Debtor also faces
an impending debt maturity -- the first lien credit facility is
scheduled to mature on Jan. 30, 2018.
Prepetition Capital Structure
As of Nov. 25, 2017, A'GACI's unaudited balance sheet reflected
total assets of approximately $82 million, total liabilities of
approximately $62 million, and partners' capital of approximately
$20 million.
The Debtor's prepetition debt structure primarily consists of:
(i) $6.072 million in borrowings outstanding as of the Petition
Date under a senior secured revolving credit facility pursuant to a
Credit Agreement dated as of January 30, 2015 (the "First Lien
Credit Agreement") with JPMorgan Chase Bank, N.A.;
(ii) $4.266 million in principal amount remained outstanding
under two senior secured term loan facilities pursuant to a Loan
Agreement, dated as of Jan. 19, 2017, with Bank of America, N.A.;
(iii) $800,000 in capital lease obligations; and
(iv) $61,000,000 in general unsecured debt obligations, including
amounts owed to trade vendors and to landlords.
Restructuring Initiatives
According to Mr. Butterbach, throughout 2017, the Debtor has
undertaken a review of its business to determine how to address its
continuing liquidity constraints. As part of that review, the
Debtor and its officers and professionals have considered various
operational and strategic options to increase revenue and control
costs. The review has also involved an analysis of the Debtor's
marketing strategy, relationships with strategic partners, labor
costs, lease expenses, and a number of other components of the
business to identify opportunities to re-direct the Debtor's
business to more financially viable outlets while continuing to
provide valuable goods and services to the Debtor's loyal customer
base.
A central component of the Debtor's review has been a
store-by-store analysis to, among other things, identify certain
unprofitable stores to close and wind down. The Debtor has been
engaged in ongoing negotiations with its landlords in an effort to
allow the Debtor to more closely control fixed costs; however,
negotiations to date have not yielded significant rent
concessions.
Ultimately, the Debtor determined that shifting its focus to its
more profitable stores and its online sales warranted the closing
of certain store locations. The Debtor plans to file a motion for
authorization to continue store closing or similar themed sales to
efficiently liquidate the merchandise and owned furniture,
fixtures, and equipment located at such stores. To maximize the
efficiency and net proceeds of the Store Closing Sales, the Debtor
entered into an agreement with a liquidating agent to facilitate
the Store Closing Sales.
In addition to planning for the Store Closing Sales, the Debtor's
management considered the possibilities of marketing the Debtor's
business for sale either through Section 363 of the Bankruptcy Code
or a plan process. In January 2018, the Debtor retained SSG
Advisors, LLC to assist with exploring such efforts.
"The Debtor filed this Chapter 11 Case to maximize value for the
benefit of all interested parties by immediately reducing its
retail footprint and conducting the process of soliciting interest
in the acquisition or refinancing of the Debtor. I believe that
Chapter 11 will provide the Debtor with the best opportunity to
preserve its business as a going concern, make necessary changes to
the Debtor's business plan, eliminate costly lease obligations at
unprofitable locations, and thereby preserve value for the Debtor's
estate and its stakeholders," Mr. Butterbach, the CFO, said.
A copy of the affidavit of First-Day Motions:
http://bankrupt.com/misc/AGACI_3_1st_Day_Affidavit.pdfs
About A'GACI
Founded in San Antonio, Texas, A'GACI is a fast-fashion retailer of
women's apparel and accessories. A'GACI attracts young,
fashion-driven consumers through its value-pricing and frequent
introductions of new and trendy merchandise. It operates specialty
apparel and footwear stores under the A'GACI banner as well as a
direct-to-consumer business comprised of its e-commerce website
http://www.agacistore.com/ As of Jan. 1, 2018, the Debtor operated
76 retail stores. A'GACI is a privately held Texas limited
liability company, and its sole members are John Won and David
Won.
A'GACI, L.L.C., sought Chapter 11 protection (Bankr. W.D. Tex. Case
No. 18-50049) on Jan. 9, 2018. David Won, manager/CMO, signed the
petition.
The Hon. Ronald B. King is the case judge.
Ian T. Peck, Esq., at Haynes And Boone, LLP, in Fort Worth, Texas,
serves as counsel to Debtor. Berkeley Research Group, LLC, is the
Debtor's financial advisor. SSG Advisors, LLC, is the investment
banker. Kurtzman Carson Consultants LLC is the claims agent.
A'GACI, L.L.C., disclosed $82 million in assets and $62 million in
liabilities as of Nov. 25, 2017.
ALLURE NAIL: U.S. Trustee Unable to Appoint Committee
-----------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Allure Nail Supply, LLC as of
Jan. 8, according to a court docket.
About Allure Nail Supply LLC
Based in North Kansas City, Missouri, Allure Nail Supply, LLC is a
privately-held company in the nail arts products distribution
business. It offers CND, EZ Flow, Entity Beauty, Tammy Taylor
Nails, Cuccio, China Glaze, IBD, Color Club, LeChat, and much more.
It is a small business debtor as defined in 11 U.S.C. Section
101(51D) with gross revenue from sales amounting to $3.29 million
in 2016 and $5.36 million in 2015.
Allure Nail sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. W.D. Mo. Case No. 17-43260) on December 1, 2017.
Cuong D. Nguyen, managing member, signed the petition.
At the time of the filing, the Debtor disclosed $434,240 in assets
and $1.71 million in liabilities.
Judge Brian T. Fenimore presides over the case. Krigel & Krigel,
P.C. is the Debtor's bankruptcy counsel.
ALPHATEC HOLDINGS: Exec. Chairman Has 9.1% Stake as of Jan. 8
-------------------------------------------------------------
As disclosed in a Schedule 13D filed with the Securities and
Exchange Commission, Patrick S. Miles reported that as of Jan. 8,
2018, he beneficially owns an aggregate of 1,827,434 shares of
common stock of Alphatec Holdings, Inc., consisting of 1,577,434
shares of Common Stock, and 250,000 shares of Common Stock
underlying warrants, representing approximately 9.1% of the
outstanding Common Stock. MOM, LLC beneficially owns an aggregate
of 500,000 shares of Common Stock, consisting of 250,000 shares of
Common Stock, and 250,000 shares of Common Stock underlying
warrants, representing approximately 2.5% of the outstanding Common
Stock.
On Dec. 28, 2017, Mr. Miles closed on the purchase of 1,327,434
shares of the Issuer's Common Stock at a purchase price of $2.26
per share (for an aggregate purchase price of $3,000,000), pursuant
to the terms of a Securities Purchase Agreement dated Oct. 2, 2017.
The source of the purchase price was personal funds of the
Reporting Person. Pursuant to the terms of the Securities Purchase
Agreement, Mr. Miles was issued a warrant to purchase up to
1,327,434 shares of Common Stock at an exercise price of $5.00 per
share. The warrant becomes exercisable six months after the date
of issuance and expires on the fifth anniversary of the date of
issuance.
Mr. Miles, the manager of MOM, LLC, was appointed as the executive
chairman and a director of Issuer effective Oct. 2, 2017. In
connection with his appointment as the executive chairman and a
director of the Issuer, Mr. Miles was granted 1,000,000 restricted
stock units which vest in three equal annual installments on
Oct. 2, 2018, 2019 and 2020, respectively.
A full-text copy of the regulatory filing is available at:
https://is.gd/J6oeGp
About Alphatec Holdings
Alphatec Holdings, Inc., through its wholly owned subsidiary
Alphatec Spine, Inc. -- http://www.alphatecspine.com/-- is a
medical device company that designs, develops, and markets spinal
fusion technology products and solutions for the treatment of
spinal disorders associated with disease and degeneration,
congenital deformities, and trauma. The Company's mission is to
improve lives by providing innovative spine surgery solutions
through the relentless pursuit of superior outcomes. The Company
markets its products in the U.S. via independent sales agents and a
direct sales force.
Alphatec reported a net loss of $29.92 million in 2016, a net loss
of $178.7 million in 2015 and a net loss of $12.88 million in 2014.
As of Sept. 30, 2017, Alphatec had $79.77 million in total assets,
$113.3 million in total liabilities and a total stockholders'
deficit of $33.51 million.
ALPHATEC HOLDINGS: Sees $25.9M to $26.3M Revenue for 4th Quarter
----------------------------------------------------------------
Alphatec Holdings, Inc., announced preliminary estimates of revenue
for the fourth quarter and full year ended Dec. 31, 2017. The
Company also provided several corporate updates. The Company
expects total revenue of $25.9 million to $26.3 million for the
quarter ended Dec. 31, 2017. For the year ended Dec. 31, 2017, the
Company expects total revenue of $101.4 million to $101.8 million.
During the fourth quarter, preliminary U.S. commercial sales
generated by dedicated agents and distributors expanded to more
than 40%, in line with expectations, and up significantly from
about 5% at the start of the year.
The Company ended the year with a cash balance of approximately
$22.5 million. Operating cash burn improved for the fourth
consecutive quarter.
"The fourth quarter marked continued execution of our strategy to
build top line predictability and sustainability by strengthening
the ATEC distribution channel," said Terry Rich, chief executive
officer of Alphatec. "Our team has substantial work ahead of us as
we transform Alphatec, but I am confident that our unmatched
organizational spine expertise and relentless dedication to better
surgical outcomes will drive continued progress in this new year."
Closing of Equity Investments in
Alphatec Common Shares
In December 2017, the Company generated cash proceeds of $4.0
million as the result of personal financial commitments made by
Patrick Miles and Quentin Blackford pursuant to common stock
purchase agreements granted in conjunction with their appointments
on Oct. 2, 2017. Per the agreements, Mr. Miles purchased 1.3
million shares of common stock and Mr. Blackford purchased 0.4
million shares of common stock, all at a purchase price of $2.26
per share (the consolidated closing bid price of Alphatec common
shares on Sept. 29, 2017).
Additional Spine-Experienced Talent
Joins Leadership Team
Lance DeNardin Named Area Vice President, West
DeNardin strengthens Alphatec's distribution channel in the West,
contributing his 30 years of expertise in the spine and medical
device industry to the sales and distribution transformation that
is well underway. DeNardin has held marketing and sales leadership
roles in spine since the mid-1980s, with Stryker, Medtronic and
Lanx, Inc., where he was Senior Vice President, responsible for
converting the company's distribution channel to dedicated
representation. Most recently, DeNardin was co-founder of
CareCycle Solutions, an operating room fluid management
reprocessing company, and a Partner at Genesis Medical Solutions,
LLC, a medical management consulting company.
Michael Dendinger Named Vice President of Operations
Dendinger brings over 20 years of finance, supply chain, and
operations experience to the Alphatec operational functions. He
joins the Company from NuVasive, Inc., where he served most
recently as director of Global Operations, following roles as
NuVasive's Ireland Managing Director and Supply Chain Director.
Prior to joining NuVasive, Dendinger held various supply chain and
financial management roles at Cymer, Inc. and Intel Corporation.
Scott Lish Named Vice President of Development
With over ten years of experience designing and developing spine
and orthopedic solutions, Lish will drive continued advancement of
Alphatec’s surgical outcome-focused innovation. Lish joins
Alphatec from NuVasive, Inc., where he was most recently the
Director of Development, after advancing through various
development and engineering roles during his eight-year tenure.
Prior to joining NuVasive, Lish held engineering roles with Zimmer
Dental and Toppan Optical Products, Inc.
Inducement Awards Granted
As an inducement to entering into employment with the Company, the
Compensation Committee of the Board of Directors of Alphatec
approved the following inducement grants under under Alphatec's
2016 Employment Inducement Award Plan:
* Mr. DeNardin: 25,000 restricted stock units and an option to
purchase 25,000 shares of common stock at a strike price of
$2.49 per share, the fair market value on the grant date.
* Mr. Dendinger: 25,000 RSUs and an option to purchase 25,000
shares of common stock at a strike price of $3.63 per share,
the fair market value on the grant date.
* Mr. Lish: 25,000 RSUs and an option to purchase 25,000 shares
of common stock at a strike price of $3.63 per share, the
fair market value on the grant date.
The Compensation Committee approved the grants to Messrs. Dendinger
and Lish on Nov. 7, 2017, and the grant to Mr. DeNardin on Dec. 11,
2017. Under the Plan, the RSUs will vest in equal installments
annually over four years, assuming in each case the employee
remains continuously employed by Alphatec as of such vesting date.
In addition, the RSUs will fully vest upon a change in control of
Alphatec. The stock options will vest over four years, with 25% of
the options vesting on the first anniversary of the date of grant
and the remainder of the options vesting monthly over the
subsequent three years, assuming in each case the employee remains
continuously employed by Alphatec as of such vesting date. In
addition, the options will fully vest upon a change in control of
Alphatec.
Alphatec is providing this information in accordance with NASDAQ
Listing Rule 5635(c)(4).
About Alphatec Holdings
Alphatec Holdings, Inc., through its wholly owned subsidiary
Alphatec Spine, Inc. -- http://www.alphatecspine.com/-- is a
medical device company that designs, develops, and markets spinal
fusion technology products and solutions for the treatment of
spinal disorders associated with disease and degeneration,
congenital deformities, and trauma. The Company's mission is to
improve lives by providing innovative spine surgery solutions
through the relentless pursuit of superior outcomes. The Company
markets its products in the U.S. via independent sales agents and a
direct sales force.
Alphatec reported a net loss of $29.92 million in 2016, a net loss
of $178.7 million in 2015 and a net loss of $12.88 million in 2014.
As of Sept. 30, 2017, Alphatec had $79.77 million in total assets,
$113.3 million in total liabilities and a total stockholders'
deficit of $33.51 million.
ALTAMONTE VETERINARY: Court Approves Disclosure Statement and Plan
------------------------------------------------------------------
Judge Cynthia C. Jackson of the U.S. Bankruptcy Court for the
Middle District of Florida approved Altamonte Veterinary Hospital,
LLC's disclosures statement. The judge also confirmed the debtor's
plan of reorganization.
Objections to claims shall be filed within 60 days from the date of
the order.
A full-text copy of Judge Jackson's order dated December 11, 2017
is available at:
http://bankrupt.com/misc/flmb17-bk-04300-84.pdf
About Altamonte Veterinary Hospital
Altamonte Veterinary Hospital, LLC, filed a Chapter 11 bankruptcy
petition (Bankr. M.D. Fla. Case No. 17-04300) on June 28, 2017. The
Petition was signed by by Glenn T. Larkins, manager. The case is
assigned to Judge Cynthia C. Jackson. The Debtor is represented by
Jeffrey S. Ainsworth, Esq., at BransonLaw, PLLC. At the time of
filing, the Debtor had at least $50,000 in estimated assets and
$500,000 to $1 million in estimated liabilities.
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Altamonte Veterinary Hospital,
LLC as of July 31, according to a court docket.
AMERICAN APPAREL: Director Buying $80K AA Korea Shares for $800K
----------------------------------------------------------------
APP Winddown, LLC, and affiliates, ask the U.S. Bankruptcy Court
for the District of Delaware to authorize them to enter into an
agreement with Mr. Huh Bong Jae in connection with the private sale
of all of APP Retail Winddown, Inc.'s 80,000 shares of American
Apparel Korea Co. Ltd for KRW 850,000,000 or approximately
$798,000.
A hearing on the Motion is set for Jan. 29, 2018 at 1:30 p.m. (ET).
The objection deadline is Jan. 22, 2018 at 4:00 p.m. (ET).
On Jan. 12, 2017, the Court entered the order approving the sale of
certain assets to Gildan Activewear SRL. It also entered the order
approving the sale and termination of certain of the Debtors'
leases. These orders allowed them to begin the wind down process
by liquidating certain valuable assets and leases. They continue
their wind down efforts with goals of reducing administrative costs
and disposing of assets which provide little or o benefit to their
estates.
AA Korea is a limited company domiciled in the Republic of Korea,
and is a wholly owned subsidiary of APP Retail. APP Retail owns
80,000 shares of AA Korea.
Prior to AA Korea ceasing its business operations at the end of
2016, AA Korea operated five stores in South Korea. In addition,
as a result of intercompany transactions between AA Korea and APP
Retail, AA Korea has asserted that it owes APP Retail approximately
KRW 9.5 billion (approximately $8.9 million), and that APP Retail
owes it approximately KRW 7 billion (approximately $6.6 million).
As set forth in its Schedules of Assets and Liabilities filed with
the Court on Jan. 11, 2017, APP Retail believes that it is owed
more than $3.3 million by AA Korea net any claims AA Korea may have
against AA Retail.
The Debtors are in the process of winding down their estates, which
includes their efforts to monetize their remaining assets. Among
those assets is APP Retail's ownership interest in AA Korea.
As AA Korea ceased operations at the end of 2016, the value in
those shares is, essentially, whatever funds in AA Korea remain
after it winds down its affairs. Since the spring of 2017, APP
Retail has been engaged in efforts to realize value for its
ownership of the Shares. As APP Retail believed that few, if any,
third parties would be willing to acquire the Shares given AA
Korea's current non-operating status, APP Retail determined to
engage with Mr. Huh in an attempt to monetize the Shares in the
near term.
Mr. Huh, a national of the Republic of Korea, is the sole director
of AA Korea. As a director of AA Korea, Mr. Huh is an insider of
the Debtors by virtue of sections 101(2) and 101(31)(E) of the
Bankruptcy Code, Mr. Huh is not an interest holder, director, ox
officer any of the Debtors, and thus this is not a typical insider
transaction. The Debtors' Chief Wind-Down Officer ("CWO"), Bradley
E. Scher led the negotiations relating to the proposed sale
transaction.
APP Retail, Mr. Huh ad AA Korea have reached an agreement pursuant
to which (i) APP Retail will sell 80,000 shares to Mr. Huh and
receive KRW 850,000,000 (Approximately $798,000); and (b) the
parties, which include AA Korea, will release various claims
against each other, including intercompany balances.
A copy of the Share Purchase and Release Agreement attached to the
Motion is available for free at:
http://bankrupt.com/misc/APP_Winddown_1435_Sales.pdf
The other significant terms of the Agreement and the Transfer
Request are:
a. Total Price: KRW 850,000,000 (approximately $798,000)
b. Sale/Transfer to Insider: Mr. Huh is an insider because he
is a director of AA Korea, an affiliate of the Debtors.
c. Releases by the Debtors: APP Retail's claims against AA
Korea (including the KRW 9.5 billion balances owed by AA Korea),
its management and employees (Mr. Huh) will be released.
d. Releases by AA Korea and by Mr. Huh: AA Korea's claims
against the Debtors (including the KRW 7 billion intercompany
balance owed by APP Retail) will be extinguished, and AA Korea will
waive any claims against the Debtors and their directors, officers,
and employees. Mr. Huh will release and waive claims against the
Debtors and their directors, officers, and employees.
e. Private Sale: No auction is contemplated by the Motion.
The Debtors are to use commercially reasonable efforts to obtain
Court approval of the transaction.
f. Conditions: The Closing conditions include, among other
things, receipt by the parties of any approvals (including Court
approval).
g. Delivery of Funds: The Purchase Price will be paid by the
Buyer on the Closing Date.
h. No Good Faith Deposit: The Purchase Agreement does not
require a good faith deposit.
i. Relief from Bankruptcy Rule 6004(h): To maximize the value
received for the Sale, the Debtors seek to close the Sale as soon
as possible after entry of an order approving the Sale.
The Debtors ask to sell the Assets free and clear of claims, liens,
interests and encumbrances.
As part of the winding down of their estates, the Debtors
determined, in their business judgment, that it is in their
interests (and that of their stakeholders) to monetize APP Retail's
interest in AA Korea now rather than waiting for the conclusion of
AA Korea's winding down. The Sale allows APP Retail to obtain
funds for Shares in a non-affiliate. Given AA Korea's winding
down, Mr. Huh is the logical person to acquire the Shares as he is
familiar with AA Korea and its winding down process to date.
Proceeding with the Sale now allows APP Retail to realize value in
upcoming months. The alternative is uncertain as to both timing
and amount. Accordingly, the Debtors ask the Court to approve the
relief sought.
To maximize the value received for the Sale, the Debtors ask to
close the Sale as soon as possible after entry of an order
approving the Sale. Accordingly, the Debtors ask that the Court to
waive the 14-day stay period under Bankruptcy Rule 6004(h).
About American Apparel
American Apparel Inc. was one of the largest apparel manufacturers
in North America, employing 4,700 employees across 3 active
manufacturing facilities, one distribution facility and
approximately 110 retail stores in the United States.
American Apparel and its affiliates filed for chapter 11 protection
in October 2015, confirmed a fully consensual plan of
reorganization in January 2016, and substantially consummated that
plan on Feb. 5, 2016. Unfortunately, the business turnaround plan
upon which the Debtors' plan of reorganization was premised
failed.
American Apparel LLC, n/k/a APP Windown, LLC, along with five of
its affiliates, again sought bankruptcy protection (Bankr. D. Del.
Lead Case No. 16-12551) on Nov. 14, 2016, with a deal to sell the
assets. The petitions were signed by Bennett L. Nussbaum, chief
financial officer.
As of the bankruptcy filing, the Debtors estimated assets and
liabilities in the range of $100 million to $500 million each. As
of the Petition Date, the Debtors had outstanding debt in the
aggregate principal amount of approximately $215 million under
their prepetition credit facility. Additionally, the Debtors have
guaranteed one of its United Kingdom subsidiaries' obligations
under a $15 million unsecured note due Oct. 15, 2020, according to
court document.
The Debtors have hired Laura Davis Jones, Esq. and James E.
O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP as counsel;
Erin N. Brady, Esq., Scott J. Greenberg, Esq., and Michael J.
Cohen, Esq., at Jones Day as co-counsel; Berkeley Research Group,
LLC as financial advisors; Houlihan Lokey as investment banker; and
Prime Clerk LLC, as claims and noticing agent.
The Official Committee of Unsecured Creditors is represented by
lawyers at Bayard P.A. and Cooley LLP.
In early 2017, the Debtors succeeded in selling their intellectual
property and certain of their wholesale assets to Gildan Activewear
SRL for approximately $100 million. The Court approved the Sale on
Jan. 12, 2017, and the Sale closed on Feb. 8, 2017.
On Feb. 9, 2017, in accordance with the closing of the Sale and the
Sale Order, APP Winddown, LLC, et al., filed appropriate
documentation to change their names as American Apparel, LLC, et
al.
AMG INTERNATIONAL: May Enter Into Finance Pact With PAC
-------------------------------------------------------
The Hon. John K. Sherwood of the U.S. Bankruptcy Court for the
District of New Jersey has authorized AMG International, Inc., to
enter into an insurance premium finance agreement with Premium
Assignment Corporation.
As reported by the Troubled Company Reporter on Dec. 13, 2017, the
Debtor's management liability package, inclusive of Directors &
Officers Liability, Employment Practices Liability, Fiduciary
Liability and Commercial Crimes coverages was renewed on Nov. 10,
2017. The Debtor arranged for premium financing with Premium
Assignment Corporation and sought authorization to enter into the
premium finance agreement.
A copy of the court order is available at:
http://bankrupt.com/misc/njb17-25816-169.pdf
About AMG International
AMG International, Inc., d/b/a Freeman-CMA and d/b/a Freeman
Products Worldwide -- http://www.freeman-cma.com/-- is a designer,
manufacturer, marketer and distributor of award and recognition
products including trophy components, plastic and metal figures,
resin awards, plastic and metal engraving stock, ribbons and
medals, plaques, clocks, pen sets and executive gift items. The
Company distributes one of the largest product lines in the awards
and recognition industry throughout both the United States and
Canada, as well as internationally.
AMG International filed a Chapter 11 petition (Bankr. D.N.J. Case
No. 17-25816) on Aug. 3, 2017. Jean-Francois Lefebvre, its
president, signed the petition. At the time of filing, the Debtor
estimated $1 million to $10 million in assets and $1 million to $10
million in liabilities.
Judge Hon. John K. Sherwood is the case judge.
Gibbons, PC and SEESE, P.A., serve as counsel to the Debtor.
The Official Committee of Unsecured Creditors formed in the case
retained Jeffrey A. Cooper, Esq., at Rabinowitz, Lubetkin & Tully,
LLC, as its counsel.
AMPLIPHI BIOSCIENCES: Has Enough Cash to Fund Ops Into 1H of 2018
-----------------------------------------------------------------
AmpliPhi Biosciences Corporation delivered to the Securities and
Exchange Commission a copy of a corporate presentation that it
intended to utilize in connection with various meetings at the
Annual J.P. Morgan Healthcare Conference, commencing on Jan. 8,
2018.
Ampliphi previously announced on Jan. 3, 2018 positive results from
treatment of seven seriously ill patients, not responding to
antibiotits, under Expanded Access Program (EAP) in 2017. This
year, the Company plans to treat additional patients under EAP in
1H18, present data to FDA in mid-2018 to define path to
registration, and initiate Phase 2 or pivotal studies as early as
2H18.
The company also disclosed that:
* It completed an underwritten offering of common stock and
warrants for $9.4 million of net proceeds in May 2017
* It received $2 million in cash in September 2017 from the
Australian Government as tax rebate based on R&D activities
performed in Australia in 2016
* Cash Resources are expected to be sufficient to fund
operations through mid-2018
* There were 9.3 million common shares outstanding and 19.4
million fully diluted as of Sept. 30, 2017
A full-text copy of the Corporate Presentation is available for
free at:
https://is.gd/c0YlKP
About AmpliPhi Biosciences
Based in San Diego, California, AmpliPhi Biosciences Corporation --
http://www.ampliphibio.com/-- is a clinical-stage biotechnology
company focused on treating antibiotic-resistant infections using
its proprietary bacteriophage-based technology. AmpliPhi's lead
product candidates target multidrug-resistant Staphylococcus aureus
and Pseudomonas aeruginosa, which are included on the WHO's 2017
Priority Pathogens List. Phage therapeutics are uniquely
positioned to address the threat of antibiotic-resistance as they
can be precisely targeted to kill select bacteria, have a
differentiated mechanism of action, can penetrate and disrupt
biofilms (a common bacterial defense mechanism against
antibiotics), are potentially synergistic with antibiotics and have
been shown to restore antibiotic sensitivity to drug-resistant
bacteria.
Ampliphi reported a net loss attributable to common stockholders of
$24.27 million for the year ended Dec. 31, 2016, compared to a net
loss attributable to common stockholders of $10.79 million for the
year ended Dec. 31, 2015. As of Sept. 30, 2017, the Company had
$13.78 million in total assets, $4.02 million in total liabilities
and $9.75 million in total stockholders' equity.
Ernst & Young LLP, in San Diego, California, issued a "going
concern" qualification on the consolidated financial statements for
the year ended Dec. 31, 2016, citing that the Company has recurring
losses and negative cash flows from operations that raise
substantial doubt about its ability to continue as a going concern.
APOLLO SOLAR: Unsecured Creditors to be Paid 20% Over 10 Years
--------------------------------------------------------------
Apollo Solar, Inc., filed with the U.S. Bankruptcy Court for the
District of Connecticut a disclosure statement to accompany its
proposed plan of reorganization dated Jan. 2, 2018.
Class 4 under the plan is the remaining unsecured creditors who
have Allowed Claims. Class 4 will be paid 20% pro rata, over 10
years, in monthly payments of $2,499.90. The Debtor will have the
option to pay any unsecured Claim a total of 5% pro rata (inclusive
of any payments made to said Claim by same date) so long as the
same amount is paid, in a lump sum and/or installments, within one
year of the Effective Date. This class is impaired.
Payments under the plan will be made from profits from its business
operations.
A copy of the Disclosure Statement is available for free at:
http://bankrupt.com/misc/ctb17-50247-134.pdf
About Apollo Solar
Headquartered at Fairfield, Connecticut, Apollo Solar, Inc.,
provides the residential, commercial, and remote telecom
Photovoltaic (PV) markets with innovative, technologically superior
electronics that have served industrial clients for decades.
Apollo Solar filed for Chapter 11 bankruptcy (Bankr. D. Conn. Case
No. 17-50247) on March 7, 2017. The petition was signed by John
Pfeifer, president. As of the time of the filing, the Debtor
estimated up to $50,000 in assets and $1 million to $10 million in
liabilities.
The case is assigned to Judge Julie A. Manning.
Scott Charmoy, Esq., at Charmoy & Charmoy, is serving as counsel to
the Debtor. Diversified Financial Solutions, PC, is serving as the
Debtor's accountant.
ARS SILVER SPRING: Hires Biselle Mead & Company as Accountant
-------------------------------------------------------------
ARS Silver Spring, LLC d/b/a/ The Classics Restaurant seeks
approval from the U.S. Bankruptcy Court for the District of
Maryland, Greenbelt Division, to employ Steve Callas, CPA, and his
firm, Biselle, Mead & Company, LLP, as accountants.
Services required of Biselle Mead are:
(a) prepare all necessary financial statements, profit and
loss statements and any other documents necessary to comply with
the requirements of the Chapter 11 proceeding on behalf of the
Debtor-in-Possession;
(b) supervise and/or prepare the monthly and/or quarterly
operating reports for the Debtor in
possession;
(c) prepare all tax returns for the Debtor-in-Possession,
beginning with the 2013 federal and state income tax returns;
(d) assist the Debtor in determining what if any Sales & Use
Taxes are owed to the business; and
(e) prepare any and all other financial documents and or
assistance required or incident to the Chapter 11 bankruptcy
proceeding or otherwise required by any taxing authorities.
Steve Callas, CPA, partner in the accounting firm of Bisselle, Mead
& Company, LLP, attests that his firm does not hold or represent
interest adverse to this estate, is a disinterested person within
the meaning of 11 U.S.C. Sec. 101(14).
The firm can be reached through:
Steve Callas, CPA
Bisselle, Mead & Company, LLP
4328 Montgomery Avenue
Bethesda, MD 20814
Phone: 301-718-8000
Fax: 301-718-0018
About ARS Silver Spring LLC
ARS Silver Spring LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Md. Case No. 17-20596) on August 7,
2017. At the time of the filing, the Debtor disclosed that it had
estimated assets of less than $100,000 and estimated liabilities of
less than $500,000.
Judge Wendelin I. Lipp presides over the case. The Debtor is
represented by Axelson, Williamowsky, Bender & Fishman.
AVENUE SHOPPES: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Avenue Shoppes, LLC as of Jan.
8, according to a court docket.
About Avenue Shoppes
Avenue Shoppes, LLC, is a privately held company in Windermere,
Florida, engaged in the business of real estate leasing. The
company's principal assets are located at 8204 Crystal Clear Lane
Orlando, Florida.
Avenue Shoppes filed a Chapter 11 petition (Bankr. M.D. Fla. Case
No. 17-07663) on Dec. 8, 2017. Abdul Mathin, its chief
restructuring officer, signed the petition. The Debtor is
represented by David R McFarlin, Esq., at Fisher Rushmer, P.A. At
the time of filing, the Debtor estimated $1 million to $10 million
in assets and $10 million to $50 million in liabilities.
Avenue Shoppes previously sought bankruptcy protection (Bankr. M.D.
Fla. Case No. 11-02836) on March 1, 2011. The company is an
affiliate of International Shoppes, LLC, which also filed for
Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No.
17-07549) on Dec. 4, 2017.
AYTU BIOSCIENCE: Sabby Healthcare Owns 2.31% of Shares
------------------------------------------------------
Sabby Healthcare Master Fund, Ltd. and Sabby Volatility Master
Fund, Ltd. beneficially own 113,127 and 103,415 shares of Aytu
BioScience, Inc.'s common stock, respectively, representing
approximately 2.31% and 2.11% of the Common Stock, respectively, as
of Dec. 31, 2017. Sabby Management, LLC and Hal Mintz each
beneficially own 216,542 shares of the Common Stock, representing
approximately 4.42% of the Common Stock.
Sabby Management, LLC and Hal Mintz do not directly own any shares
of Common Stock, but each indirectly owns 216,542 shares of Common
Stock. Sabby Management, LLC, a Delaware limited liability company,
indirectly owns 216,542 shares of Common Stock because it serves
as the investment manager of Sabby Healthcare Master Fund, Ltd. and
Sabby Volatility Warrant Master Fund, Ltd., Cayman Islands
companies. Mr. Mintz indirectly owns 216,542 shares of Common
Stock in his capacity as manager of Sabby Management, LLC.
A full-text copy of the Schedule 13G/A filed with the Securities
and Exchange Commission is available at:
https://is.gd/P5Rfx8
About Aytu BioScience
Englewood, Colorado-based Aytu BioScience, Inc. (OTCMKTS:AYTU) --
http://www.aytubio.com/-- is a commercial-stage specialty
healthcare company concentrating on developing and commercializing
products with an initial focus on urological diseases and
conditions. Aytu is currently focused on addressing significant
medical needs in the areas of urological cancers, hypogonadism,
urinary tract infections, male infertility, and sexual
dysfunction.
Aytu BioScience reported a net loss of $22.50 million for the year
ended June 30, 2017, a net loss of $28.18 million for the year
ended June 30, 2016, and a net loss of $7.72 million for the year
ended June 30, 2015. Aytu BioScience reported a net loss of $4.24
million for the three months ended Sept. 30, 2017, compared to a
net loss of $5.72 million for the same period in 2016.
As of Sept. 30, 2017, Aytu Bioscience had $21.24 million in total
assets, $14.89 million in total liabilities and $6.35 million in
total stockholders' equity.
B E R PRECISION: Taxing Authorities' Claims Added to Latest Plan
----------------------------------------------------------------
B E R Precision, Inc., and Thomas Edward Berry filed with the U.S.
Bankruptcy Court for the Southern District of Texas their third
amended combined disclosure statement and plan of reorganization
dated Jan. 2, 2018.
The third amended plan adds the claims of Cleveland Independent
School District, Galveston County and Montgomery County or the
Taxing Authorities in Class 2B. The Taxing Authorities are holders
of ordinary course administrative expense claims for the 2017 ad
valorem taxes in the amount of $26,366.85 in case number 16-35232.
Thomas Edward Berry will pay the 2017 taxes timely pursuant to
applicable non-bankruptcy law. The Taxing Authorities will retain
their liens for the 2017 taxes with the same validity, extent and
priority until all taxes and related interest, penalties, and fees,
if any, have been paid in full.
Cleveland ISD is the holder of a prepetition claim for the 2017
taxes in the amount of $3,053.99 in case number 17-34371. BER
Precision, Inc. will pay Cleveland ISD's pre-petition claim monthly
with the first payment due no later than the first day of the first
month which is 30 days after entry of the confirmation order unless
an objection to the claim has been filed before that date. These
payments will include interest from Feb. 1, 2018 through the date
of payment in full at the applicable state statutory rate of 1% per
month. The Cleveland ISD will retain its lien for the prepetition
taxes with the same validity, extent and priority until all taxes
and related interest, penalties, and fees have been paid in full.
In the event of a default under the plan, notice of default will be
sent to counsel for the Debtor and the Debtor will have 15 days
from the date of such notice to cure said default. In the event of
failure to cure the default timely, Cleveland ISD will be entitled
to pursue collection of all amounts owed pursuant to applicable
nonbankruptcy law without further recourse to the Bankruptcy Court.
Cleveland ISD will only be required to send two notices of default;
upon a third event of default, it may proceed to collect all
amounts owed pursuant to applicable nonbankruptcy law without
further notice. Failure to pay any post-petition ad valorem taxes
prior to their becoming delinquent under Texas law will constitute
an event of default under the Plan.
A full-text copy of the Third Amended Disclosure Statement is
available for free at:
http://bankrupt.com/misc/txsb16-35232-119.pdf
About Thomas Edward Berry and
B E R Precision
Thomas Edward Berry is an individual residing at 10111 Aves Street,
Houston, Texas 77034. BER Precision, Inc. is a corporation whose
main offices and machine shop is located at 1100 N. Washington
Avenue, Cleveland Texas 77327.
B E R Precision, Inc. filed a Chapter 11 petition (Bankr. S.D. Tex.
Case No. 17-34371), on July 19, 2017. The Petition was signed by
Thomas Edward Berry, managing member. At the time of filing, the
Debtor estimated assets and liabilities at $100,000 to $500,000
each.
Thomas Edward Berry filed his petition for bankruptcy under Chapter
11 (Bankr. S.D. Tex. Case No. 16-35232), on October 18, 2016. By
order of the Court on July 26, 2017 the cases are jointly
administered.
The Debtors are represented by Larry A. Vick, Esq. at the Law
Offices of Larry A. Vick.
BARONG LLC: Taps Heckman & O'Connor as Special Counsel
------------------------------------------------------
Barong, LLC and and Sisu Too, LLC, seek authority from the U.S.
Bankruptcy Court for the District of Colorado to hire Heckman &
O'Conner, P.C. as special counsel.
The Debtors previously hired Sperberg & Associates, P.C. as special
counsel to evict a non-paying tenant. The eviction proceeding is
held in abeyance due to a state court order requiring arbitration.
Robert Sperberg was the only attorney that worked on the eviction
proceeding, and due to the press of business in his office, he is
no longer able to continue representation of Barong and Sisu. As a
result, the Debtors wish to hire new special counsel, Heckman &
O'Connor, P.C., to replace Sperberg & Associates, P.C.
The Debtors seek to employ Special Counsel to perform legal
services, including representing the Debtors in commercial
litigation regarding the eviction proceedings in Eagle County
Colorado Court, mediation, arbitration, and any other related
litigation that may arise.
Brett Heckman will be in charge of the Debtor's account. Mr.
Heckman's hourly rate is $325 per hour.
Brett Steven Heckman, principal of Heckman & O'Connor, P.C. attests
that his firm is disinterested as defined by 11 U.S.C. Sec. 101(14)
and does not have any interest materially adverse to the interest
of any of the captioned debtors, their estates, or their
creditors.
The counsel can be reached through:
Brett Steven Heckman, Esq.
Heckman & O'Connor
97 Main Street, Suite 204 & 206
Edwards, CO 81632
Phone: 970-926-5991
Email: bheckman@heckmanoconnor.com
About Barong LLC
Barong, LLC, based in Avon, Colorado, filed a Chapter 11 petition
(Bankr. D. Colo. Case No. 17-14551) on May 16, 2017. The Hon.
Elizabeth E. Brown presides over the case. Jenny M. Fujii, Esq.,
at Kutner Brinen, P.C., serves as bankruptcy counsel.
In its petition, the Debtor estimated $1 million to $10 million in
both assets and liabilities. The petition was signed by Shaon Mou,
manager.
About SiSu Too, LLC
SiSu Too, LLC, based in Avon, Colorado, filed a Chapter 11 petition
(Bankr. D. Colo. Case No. 17-14555) on May 16, 2017. The Hon.
Elizabeth E. Brown presides over the case. Jenny M. Fujii, Esq, at
Kutner Brinen, P.C., 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 Sharon Mou, manager.
The Debtor has filed a bankruptcy petition within the past eight
years in the District of Colorado or there is a related case
pending in the District under Case No. 17-14551 EEB. Pursuant to
L.B.R. 1073-1, this case has been reassigned to the judge that
heard or is assigned the previous case. Judge Brown was added to
the case and the involvement of Judge Michael E. Romero was
terminated.
BARTLETT MANAGEMENT: U.S. Trustee Forms 3-Member Committee in BMII
------------------------------------------------------------------
The U.S. Trustee for Region 10 on Jan. 8 appointed three creditors
to serve on the official committee of unsecured creditors in the
Chapter 11 case of Bartlett Management Indianapolis, Inc., an
affiliate of Bartlett Management Services, Inc.
The committee members are:
(1) Sorce Enterprises
Attn: Roy Sorce
3201 North Main Street
East Peoria, IL 61611
Phone: (309) 645-9650
Email: rasorce@comcast.net
(2) Pojanowski Champain Realty, LLC
Attn: Joseph A. Pojanowski, III, Esq.
45 Indian Field Court
Mahwah, NJ 07430
Phone: (201) 399-7242
Email: jpoj@bertonepiccini.com
(3) Horvath Realty of Illinois
Attn: Attn: Joseph A. Pojanowski, III, Esq.
45 Indian Field Court
Mahwah, NJ 07430
Phone: (201) 399-7242
Email: jpoj@bertonepiccini.com
Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense. They may investigate the debtor's business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.
About Bartlett Management Services
Based in Clinton, Illinois, Bartlett Management Services, Inc., 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 and its affiliates sought Chapter 11
protection (Bankr. C.D. Ill. Lead Case No. 17-71890) on Dec. 5,
2017. The Debtors have sought joint administration of the cases
under Case No. 17-71890. Robert E. Clawson, president, signed the
petitions.
Bartlett estimated $1 million to $10 million in assets and $10
million to $50 million in liabilities.
The Hon. Mary P. Gorman presides over the cases.
Jonathan A Backman, Esq., at the Law Office of Jonathan A. Backman,
serves as bankruptcy counsel to the Debtors. The Debtors also
hired Valenti Florida Management, Inc., as accountant and financial
advisor, Steven A. Nerger of Silverman Consulting, Inc., as chief
restructuring officer.
BARTLETT MANAGEMENT: U.S. Trustee Forms 5-Member Committee in BMSI
------------------------------------------------------------------
The U.S. Trustee for Region 10 on Jan. 8 appointed five creditors
to serve on the official committee of unsecured creditors in the
Chapter 11 case of Bartlett Management Services, Inc.
The committee members are:
(1) Sorce Enterprises
Attn: Roy Sorce
3201 North Main Street
East Peoria, IL 61611
Phone: (309) 645-9650
Email: rasorce@comcast.net
(2) Dale A. Boyer
727 Lake Shore Drive
Tuscola, IL 61953
Phone: (217) 377-0657
Email: boyerdg@yahoo.com
(3) Pojanowski Champain Realty, LLC
Attn: Joseph A. Pojanowski, III, Esq.
45 Indian Field Court
Mahwah, NJ 07430
Phone: (201) 399-7242
Email: jpoj@bertonepiccini.com
(4) Horvath Realty of Illinois
Attn: Joseph A. Pojanowski, III, Esq.
45 Indian Field Court
Mahwah, NJ 07430
Phone: (201) 399-7242
Email: jpoj@bertonepiccini.com
(5) Agree Belvidere IL, LLC
Attn: Phil Carbone, Esq.
70 East Long Lake Road
Bloomfield Hills, MI 48304
Phone: (248) 737-4190
Email: pcarbone@agreerealty.com
Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense. They may investigate the debtor's business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.
About Bartlett Management Services
Based in Clinton, Illinois, Bartlett Management Services, Inc., 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 and its affiliates sought Chapter 11
protection (Bankr. C.D. Ill. Lead Case No. 17-71890) on Dec. 5,
2017. The Debtors have sought joint administration of the cases
under Case No. 17-71890. Robert E. Clawson, president, signed the
petitions.
Bartlett estimated $1 million to $10 million in assets and $10
million to $50 million in liabilities.
The Hon. Mary P. Gorman presides over the cases.
Jonathan A Backman, Esq., at the Law Office of Jonathan A. Backman,
serves as bankruptcy counsel to the Debtors. The Debtors also
hired Valenti Florida Management, Inc., as accountant and financial
advisor, Steven A. Nerger of Silverman Consulting, Inc., as chief
restructuring officer.
BARTLETT MANAGEMENT: U.S. Trustee Forms 6-Member Committee in BMPI
------------------------------------------------------------------
The U.S. Trustee for Region 10 on Jan. 8 appointed six creditors to
serve on the official committee of unsecured creditors in the
Chapter 11 case of Bartlett Management Peoria, Inc., an affiliate
of Bartlett Management Services, Inc.
The committee members are:
(1) Sorce Enterprises
Attn: Roy Sorce, Chairman of the Committee
3201 North Main Street
East Peoria, IL 61611
Phone: (309) 645-9650
Email: rasorce@comcast.net
(2) Dale A. Boyer
727 Lake Shore Drive
Tuscola, IL 61953
Phone: (217) 377-0657
Email: boyerdg@yahoo.com
(3) Osprey 1401 Realty LLC
Attn: Joseph A. Pojanowski, III, Esq.
45 Indian Field Court
Mahwah, NJ 07430
Phone: (201) 399-7242
Email: jpoj@bertonepiccini.com
(4) Horvath Realty of Illinois
Attn: Joseph A. Pojanowski, III, Esq.
31 Bank Street Sussex, NJ 07641
Phone: (973) 875-3273
Email: jpoj@bertonepiccini.com
Email: jhorvathsussex@gmail.com
(5) JA-BO, Inc.
Attn: Jack Russell
18427 North Old Galena Road
Chillicothe, IL 61523
Phone: (309) 677-4425
Email: gloryhill1@gmail.com
(6) Z Brothers, LLC
Attention: Demetrios Zeref
42 Harvest Lane
Hickessin, DE 19707
Phone: (302) 636-0937
Email: zerefosd@netscape.net
Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense. They may investigate the debtor's business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.
About Bartlett Management Services
Based in Clinton, Illinois, Bartlett Management Services, Inc., 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 and its affiliates sought Chapter 11
protection (Bankr. C.D. Ill. Lead Case No. 17-71890) on Dec. 5,
2017. The Debtors have sought joint administration of the cases
under Case No. 17-71890. Robert E. Clawson, president, signed the
petitions.
Bartlett estimated $1 million to $10 million in assets and $10
million to $50 million in liabilities.
The Hon. Mary P. Gorman presides over the cases.
Jonathan A Backman, Esq., at the Law Office of Jonathan A. Backman,
serves as bankruptcy counsel to the Debtors. The Debtors also
hired Valenti Florida Management, Inc., as accountant and financial
advisor, Steven A. Nerger of Silverman Consulting, Inc., as chief
restructuring officer.
BLACKHAWK MINING: Bank Debt Trades at 13.67% Off
------------------------------------------------
Participations in a syndicated loan under which Blackhawk Mining
LLC is a borrower traded in the secondary market at 86.33
cents-on-the-dollar during the week ended Friday, December 15,
2017, according to data compiled by LSTA/Thomson Reuters MTM
Pricing. This represents an increase of 0.97 percentage points
from the previous week. Blackhawk Mining LLC pays 950 basis points
above LIBOR to borrow under the $660 million facility. The bank
loan matures on Feb. 17, 2022. Moody's & Standard & Poor's did not
give any rating on the loan facility. The loan is one of the
biggest gainers and losers among 247 widely quoted syndicated loans
with five or more bids in secondary trading for the week ended
December 15.
BOSTON HERALD: Hires Dirks Van Essen & Murray as Investment Banker
------------------------------------------------------------------
Herald Media Holdings, Inc. and its affiliated debtors and
debtors-in-possession seek authority from the U.S. Bankruptcy Court
for the District of Delaware to hire Dirks, Van Essen & Murray as
investment banker.
Investment banking services that Dirks Van Essen will provide are:
a. identify all logical prospective purchasers and work with
the Debtors in formulating a strategy for effecting a
sale of the Debtors' assets;
b. assist in the review and monitoring of the asset sale
process, including, but not limited to an assessment of
the adequacy of the marketing process, completeness of
any buyer lists, review and quantifications of any bids;
c. attend meetings and assist in discussions with the
Debtors, potential purchasers and any official committees
organized in these Chapter 11 Cases, the U.S. Trustee,
other parties in interest and professionals hired by the
same, as requested; and
d. render other general business consulting or other
assistance as the Debtors or their counsel may deem
necessary that are consistent with the role of an
investment banker in this proceeding.
Dirks Van Essen's Fee Structure is:
a. $40,000 conditioned on the execution of an asset purchase
agreement prior to the commencement of these Chapter 11
Cases.
b. a success fee, based on the total value paid and net
liabilities assumed, paid at the time of a closing of a
transaction which conveys ownership of the Debtors'
assets to any party as follows:
Total Value Paid and
Success Fee Net Liabilities Assumed
----------- -----------------------
$150,000 Up to and including $8 million
$175,000 Greater than $8 million and
less than $11 million
$200,000 $11 million or greater
c. reimbursement of all reasonable direct travel expense,
which will be billed and due monthly.
Owen D. Van Essen, President of Dirks, Van Essen & Murray, attests
that his firm is a "disinterested person" as defined in section
101(14) of the Bankruptcy Code.
The firm can be reached at:
Owen D. Van Essen
Dirks, Van Essen & Murray
119 East Marcy Street, Suite 100
Santa Fe, NM 87501
Phone: (505) 820 2700
Fax: (505) 820 2900
Email: owen@dirksvanessen.com
About Boston Herald
Headquartered in Boston, Massachusetts, Boston Herald, Inc., Herald
Interactive Inc., Herald Media, Inc. and Herald Media Holdings,
Inc., collectively operate privately owned information and
entertainment businesses consisting of the flagship newspaper, The
Boston Herald, as well as a related website, internet radio
station, and mobile applications.
Herald Media Holdings, Inc., and three affiliates filed for Chapter
11 bankruptcy protection (Bankr. D. Del. Lead Case No. 17-12881) on
Dec. 8, 2017.
Herald Media reported total assets of $6.02 million and total
liabilities of $31 million as of the bankruptcy filing.
The Hon. Laurie Selber Silverstein is the case judge.
Morris, Nichols, Arsht & Tunnell LLP, is serving as lead counsel to
the Debtors. Epiq Bankruptcy Solutions, LLC, is the claims and
noticing agent.
BRIDAN 770: Exclusive Plan Filing Period Extended Until March 27
----------------------------------------------------------------
Judge Robert A. Mark of the U.S. Bankruptcy Court for the Southern
District of Florida has extended the exclusive period for Bridan
770, LLC to file a Chapter 11 exit plan to March 27, 2018, without
prejudice to requesting more time if necessary.
The Troubled Company Reporter has previously reported that the
Debtor asked the Court for a 90-day extension of the period within
which to negotiate with creditors and amend a Chapter 11 plan and
disclosure statement, and solicit acceptances for the plan.
The Debtor said it has been negotiating a consensual plan with
Bayview Loan Servicing. Although the Debtor and Bayview Loan
Servicing have agreed to adequate protection payments, however
additional time is needed, and perhaps mediation.
About Bridan 770, LLC
Bridan 770, LLC, filed a Chapter 11 bankruptcy petition (Bankr.
S.D. Fla. Case No. 17-20940) on August 29, 2017, disclosing
$100,000 to $500,000 in both assets and liabilities. The Debtor is
represented by Joel M. Aresty, Esq., P.A. The petition was signed
by its authorized representative, Laurent Benzaquen of AMBR JJLB
Property Management LLC. An official committee of unsecured
creditors has not been appointed in the Chapter 11 case of Bridan
770, LLC, and JXB 84 LLC.
BRIDGEVIEW, IL: Fitch Assigns BB+ Ratings to 2 GO Bond Tranches
---------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to the following Village
of Bridgeview, IL (the village) general obligation bonds:
-- $24 million general obligation bonds series 2013A;
-- $27.5 million general obligation refunding bonds series 2014A.
In addition, Fitch has affirmed the village's 'BB+' Issuer Default
Rating (IDR).
The Rating Outlook is Stable.
The series 2013A bonds refunded the series 2011 bonds and the
series 2014A bonds refunded certain other village obligations.
SECURITY
The bonds are a general obligation of the village, payable from an
ad valorem tax on all taxable property without limitation as to
rate or amount.
ANALYTICAL CONCLUSION
The 'BB+' rating reflects the very high long-term liability burden,
expectations for stagnant revenue growth, limited expenditure
flexibility, and adequate gap-closing capacity. The village has a
high degree of independent legal ability to raise operating
revenues due to its home rule status.
Economic Resource Base
Bridgeview is located 13 miles southwest of downtown Chicago and
has a population of approximately 16,000. Residential properties
make up approximately 46% of the tax base, while commercial and
industrial properties comprise the majority of the remainder.
KEY RATING DRIVERS
Revenue Framework: 'a'
Fitch expects that general fund revenue growth will be stagnant,
below the rate of inflation. The village has ample independent
legal ability to increase revenues as a home rule municipality.
Expenditure Framework: 'bbb'
Expenditure growth is expected to be above revenue growth and the
village has a limited ability to adjust expenditures due to its
high carrying costs.
Long-Term Liability Burden: 'bb'
The village's long-term liability burden, including the net pension
liability and overall debt, is very high.
Operating Performance: 'bbb'
Fitch believes that the village has only adequate gap-closing
capacity and that operations could become stressed in a downturn.
The village has made several budget management decisions in the
last several years that have eroded its ability to support
operations, including general obligation backing of the Chicago
Fire stadium.
RATING SENSITIVITIES
Changes in Very High Liability Levels: The rating is sensitive to
changes in the village's very high liability burden. Declines in
the liability burden may lead to improvement in the rating.
Changes in Revenue Growth Prospects: The rating is also sensitive
to changes in expectations for revenue growth that would either
increase pressure on the village's ability to maintain modest
reserve levels or improve its financial resilience in economic
downturns.
BURTONSVILLE CROSSING: Taps Discepolo as Legal Counsel
------------------------------------------------------
Burtonsville Crossing, LLC seeks approval from the U.S. Bankruptcy
Court for the District of Maryland to hire Discepolo, LLP as its
legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; assist in any potential sale of its assets; give
advice regarding the use of cash collateral or exit financing;
assist in the preparation of a bankruptcy plan; and provide other
legal services related to its Chapter 11 case.
The firm received a retainer in the sum of $1,250 on December 14,
2017.
In a court filing, A. Donald C. Discepolo, Esq., disclosed that he
and his firm are "disinterested persons" as defined in section
101(14) of the Bankruptcy Code.
The firm can be reached through:
A. Donald C. Discepolo, Esq.
Discepolo LLP
8850 Columbia 100 Parkway, Suite 310
Columbia, MD 21045
Phone: 410-296-0780
Fax: 410-296-2263
Email: don@discepolollp.com
About Burtonsville Crossing LLC
Privately-owned Burtonsville Crossing LLC sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 17-26769)
on December 15, 2017. Thomas Norris, its president, signed the
petition.
Burtonsville Crossing was established in 2005 and is based in
Laurel, Maryland. The company is a small business debtor as
defined in 11 U.S.C. Section 101(51D) engaged in the real estate
business. At the time of the filing, the Debtor disclosed that it
had estimated assets and liabilities of $1 million to $10 million.
Judge Thomas J. Catliota presides over the case.
The Debtor first filed a voluntary case under Chapter 11 of the
Bankruptcy Code (Bankr. D. Md. Case No. 17-24323) on Oct. 26, 2017.
CABLEVISION SYSTEMS: Altice USA Spin-off Credit Neg., Moody's Says
------------------------------------------------------------------
Moody's Investors Service said the spinoff transaction, which
separates Altice USA Inc. (parent of Cablevision Systems
Corporation, B1 Stable, and Cequel Communications Holdings I, LLC,
B2 Positive) from Altice N.V, is credit negative for Cablevision
but does not affect its ratings. The Altice N.V. announced its
Board of Directors has approved a plan for the separation of Altice
USA Inc. from Altice N.V. (which will be renamed Altice Europe) in
a tax-free spin-off with Cequel and Cablevision remaining wholly
owned subsidiaries. In connection with the transaction, Cablevision
will raise $1.5 billion in debt to pay a special dividend to Altice
N.V. at close. The debt will be funded with $1 billion in fixed and
floating-rate guaranteed debt plus a $500 million draw on its $2.3
billion revolving credit facility, all under existing terms and
conditions. The incremental debt is credit negative, deteriorating
liquidity with less revolver capacity, increasing interest expense,
and raising pro forma leverage to approximately 6.2x (Moody's
adjusted), from approximately 5.6x as of the Last Twelve Months
Ended September 30, 2017. However, Moody's expects leverage to fall
back below 6x, within Moody's leverage tolerance for the rating,
over the next 12 to 18 months with EBITDA growth and debt
repayment. On a combined basis, management have revised down Altice
USA's target leverage to 4.5-5.0x (net debt to EBITDA), from
5.0-5.5x. Moody's notes there will be added pressure on the senior
secured credit facility ratings as a result of the shift in the
capital structure but not enough to change the ratings. While
Moody's doesn't expect any material changes in capital expenditures
as a result of this transaction, free cash flows could be
negatively impacted by higher interest cost and the execution of a
new $2 billion share repurchase program at Altice USA, depending on
the timing of the transactions and the extent to which Cablevision
funds the program. Moody's expects annual combined free cash flows
at Altice USA Inc. to be more than sufficient to cover the total
cost of the repurchase program.
Headquartered in Long Island City, New York, Cablevision Systems
Corporation (Cablevision) served approximately 3.1 million
residential and business customers, passing 5.1 million homes in
and around the New York metropolitan area as of September 30, 2017.
Cablevision is wholly owned by Altice USA and is also the direct
parent of CSC Holdings, LLC (CSC). Revenue for LTM September 30,
2017 was approximately $6.6 billion. Altice N.V. currently holds a
67% economic interest and 98% voting interest in Altice USA.
CALMARE THERAPEUTICS: Warns Stockholders of Takeover Attempt
------------------------------------------------------------
Calmare Therapeutics Incorporated, has confirmed that a definitive
consent solicitation statement has been filed with the U.S.
Securities and Exchange Commission by a minority complaining group
of stockholders.
In their statement, the Minority Complaining Group have stated
their intent to: (a) solicit consents to, among other things,
remove the 80% of directors on Calmare's Board of Directors who are
not members of the Minority Complaining Group (this does not
include the one member of the Board who is a party to the Minority
Complaining Group); and (b) replace those four directors with the
Minority Complaining Group's own hand-picked nominees.
The Minority Complaining Group, which calls itself the "Calmare
Committee to Restore Stockholder Value," also stated that its
handpicked board nominees intend to remove and replace the existing
officers of Calmare. In its consent solicitation statement, the
Minority Complaining Group asserts that it collectively owns
approximately 20% of Calmare's outstanding shares.
Calmare issued the following statement:
Eighty percent of Calmare's Board and its entire management team
are committed to executing the Company's strategic five-year plan
to drive enhanced stockholder value. Calmare continues to pursue
its strategy to grow revenue and will maintain its focus on current
strategic initiatives, by gaining FDA approval for more of the
Company's devices and selling the devices to a large customer base
following FDA approval.
Calmare noted that stockholders should be aware and concerned that
the Minority Complaining Group is attempting to take control of
Calmare's Board and the Company without providing a detailed and
credible plan as to how they would create long-term stockholder
value when considering the various regulations Calmare is subject
to in selling its devices.
Calmare urges all Calmare stockholders to refrain from taking any
action, including not returning any consent card sent by the
Minority Complaining Group at this time. Calmare's Board has
formed a Special Board Committee, which consists of the 80% of the
Board that is not affiliated with the Minority Complaining Group.
The Board Majority, in consultation with its legal advisor, is
carefully evaluating the Minority Complaining Group's proposals.
The Board Majority will advise Calmare stockholders of its
recommendation regarding the Minority Complaining Group's
solicitation in due course as soon as it has filed and cleared its
documents with the SEC.
About Calmare Therapeutics
Calmare Therapeutics Incorporated, formerly known as Competitive
Technologies, Inc. -- http://www.calmaretherapeutics.com/--
provides distribution, patent and technology transfer, sales and
licensing services focused on the needs of its customers and
matching those requirements with commercially viable product or
technology solutions. Sales of the Company's Calmare(R) pain
therapy medical device continue to be the major source of revenue
for the Company. The Company currently employ the full-time
equivalent of seven people.
Mayer Hoffman McCann CPAs, issued a "going concern" opinion in its
report on the consolidated financial statements for the year ended
Dec. 31, 2016, noting that the Company has incurred operating
losses since fiscal year 2006 and has a working capital and
shareholders' deficit at Dec. 31, 2016. These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.
Calmare reported a net loss of $3.82 million for the year ended
Dec. 31, 2016, compared to a net loss of $3.67 million for the year
ended Dec. 31, 2015. As of Dec. 31, 2016, Calmare had $3.88
million in total assets, $17.69 million in total liabilities, all
current, and a total shareholders' deficit of $13.81 million.
CAROL ROSE: Taps Cozen O'Connor as Special Counsel
--------------------------------------------------
Carol Rose, Inc. seeks approval from the U.S. Bankruptcy Court for
the Eastern District of Texas to hire Cozen O'Connor as its special
counsel.
The firm will represent the Debtor in a lawsuit styled as Carol
Rose and Carol Rose, Inc. vs. Lori Aaron, Phillip Aaron, Aaron
Ranch and Jay McLaughlin, Cause No. CV 13-00535.
The case was filed in the 235th Judicial District Court, Cooke
County, Texas.
Alicia Curran, Esq., a member of Cozen O'Connor, disclosed in a
court filing that her firm does not hold or represent any interest
adverse to the Debtor's estate.
The firm can be reached through:
Alicia G. Curran, Esq.
Cozen O'Connor
1717 Main Street, Suite 3400
Dallas, TX 75201
Tel: 214-462-3021
Email: acurran@cozen.com
About Carol Rose Inc.
Carol Rose, Inc. -- http://carolrose.com/-- owns a horse breeding
facility in Gainesville, Texas. It provides on-site breeding,
cooled semen, embryo transfer, mare care and maintenance and
foaling services. It is owned by Carol Rose, a National Reined Cow
Horse Association (NRCHA) and National Reining Horse Association
(NRHA) breeder. Ms. Rose is the sole director and shareholder of
the Debtor.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. E.D. Tex. Case No. 17-42058) on Sept. 19, 2017. Ms.
Rose signed the petition.
At the time of the filing, the Debtor estimated assets of $10
million to $50 million and liabilities of less than $500,000.
Judge Brenda T. Rhoades presides over the case. Gardere Wynne
Sewell LLP is the Debtor's bankruptcy counsel. The Debtor tapped
Kelly Hart & Hallman LLP/Kelly Hart & Pitre as its special counsel.
CEC ENTERTAINMENT: Bank Debt Trades at 6.56% Off
------------------------------------------------
Participations in a syndicated loan under which CEC Entertainment
Inc. is a borrower traded in the secondary market at 93.44
cents-on-the-dollar during the week ended Friday, December 15,
2017, according to data compiled by LSTA/Thomson Reuters MTM
Pricing. This represents an decrease of 3.12 percentage points
from the previous week. CEC Entertainment Inc pays 325 basis
points above LIBOR to borrow under the $760 million facility. The
bank loan matures on February 14, 2021 and carries Moody's B2
rating and Standard & Poor's B- rating. The loan is one of the
biggest gainers and losers among 247 widely quoted syndicated loans
with five or more bids in secondary trading for the week ended
December 15.
CEQUEL COMMUNICATIONS: Altice Spin-off No Impact on Moody's Ratings
-------------------------------------------------------------------
Moody's Investors Service said the spinoff transaction, which
separates Altice USA Inc. (parent of Cablevision Systems
Corporation, B1 Stable, and Cequel Communications Holdings I, LLC,
B2 Positive) from Altice N.V, will result in no material changes to
Cequel's capital structure or credit profile. The Altice N.V.
announced its Board of Directors has approved a plan for the
separation of Altice USA Inc. from Altice N.V. (which will be
renamed Altice Europe) in a tax-free spin-off, with Cequel and
Cablevision remaining wholly owned subsidiaries. In connection with
the transaction, Cablevision will raise $1.5 billion in debt to pay
a special dividend to Altice N.V. at close. Despite the rise in
Cablevision's (Moody's adjusted) leverage to near 6.2x (up from
5.6x as of the Last Twelve Months Ended September 30, 2017), on a
combined basis, management has revised down Altice USA's target
leverage to 4.5-5.0x (net debt to EBITDA), from 5.0-5.5x. Moody's
positive outlook for Cequel reflects this target, as Moody's
believes Cequel's leverage will continue to fall to near Moody's
upgrade trigger over the next 12 to 18 months with EBITDA growth.
Should there be a delay or reversal of leverage improvement, the
outlook could be stabilized. Moody's note, free cash flows could be
negatively impacted with the execution of a $2 billion share
repurchase program at Altice USA, depending on the timing of the
transactions and the extent to which Cequel funds the program.
Moody's expects annual combined free cash flows at Altice USA Inc.
to be more than sufficient to cover the total cost of the share
repurchase program.
Headquartered in Long Island City, New York, and doing business as
Suddenlink Communications, Cequel Communications Holdings I, LLC
("Cequel") passed approximately 3.4 million homes, and served
approximately 1.7 million customers as of September 30, 2017,
including approximately 1 million video subscribers, 1.4 million
internet subscribers, and 588 thousand telephony subscribers. The
company generated revenues of approximately $2 billion for the nine
months ended, September 30, 2017. Altice N.V. currently holds a 67%
economic interest and 98% voting interest in Altice USA.
COBALT INT'L: Seeks Court OK to Honor Severance Programs
--------------------------------------------------------
BankruptcyData.com reported that Cobalt International Energy filed
with the U.S. Bankruptcy Court a motion for entry of an order
authorizing the Debtors to honor certain severance programs. The
motion explains, "Upon involuntary termination, employees that are
eligible to participate in the Executive Severance Program are
entitled to receive a lump sum cash payment equal to a multiple of
base salary plus an additional $2,000 for an applicable period
ranging from 12 to 24 months depending on the employee's job title.
The Debtors also have a contractual severance obligation to the
chief executive officer (the 'CEO Severance Program,' and together
with the Executive Severance Program, the 'Severance Programs').
Upon involuntary termination, the chief executive officer is
entitled to receive a lump sum cash payment equal to a multiple of
base salary and up to an additional $72,000 for continuation of
healthcare." The Company also filed a separate motion for an order
authorizing and approving the Debtors' sales incentive plan. That
motion states, "More specifically, the Sale Incentive Plan provides
for variable compensation based on the total amount of value
received through a sale transaction. Importantly, if the total
distributable value is less than the $1.25 billion threshold, no
payments will be made under the Sales Incentive Plan. Even in a
scenario where, through the Debtors' management team's efforts, the
total distributable value achieved through a sale transaction is
greater than $3.0 billion, the compensation would not exceed one
percent of the enterprise value." The Court scheduled a January 11,
2017 hearing to consider both motions.
About Cobalt International
Cobalt International Energy -- http://www.cobaltintl.com-- is an
independent exploration and production company active in the
deepwater U.S. Gulf of Mexico and offshore West Africa. Cobalt was
formed in 2005 and is headquartered in Houston, Texas.
Cobalt International Energy, Inc. and five of its subsidiaries
filed voluntary petitions for relief under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 17-36709) on Dec.
14, 2017. David D. Powell signed the petition as chief financial
officer.
The Debtors reported total assets of $1.69 billion and total debt
of $3.16 billion as of Sept. 30, 2017.
The Debtors are represented by Zack A. Clement PLLC as local
bankruptcy counsel, Kirkland & Ellis LLP and Kirkland & Ellis
International LLP as general bankruptcy counsel, Houlihan Lokey
Capital, Inc., as financial advisor and investment banker, and
Kurtzman Carson Consultants LLC as claims and noticing agent.
A three-member panel has been appointed as the official committee
of unsecured creditors in the Debtors' cases. The committee
members are Wells Fargo NA, Baker Hughes, and Schlumberger
Technology Corp.
COCRYSTAL PHARMA: Expects Nasdaq Uplisting in Q1 2018
-----------------------------------------------------
Management of Cocrystal Pharma, Inc. made presentations to
investors in San Francisco on Jan. 8, 2018, regarding its
development of antiviral therapeutics and other matters regarding
the Company.
Cocrystal aims to design its first antiviral drug candidates
addressing well established and growing markets. Its lead program
CC-31244 for the treatment of hepatitis C infection is entering its
Phase 2a. Influenza candidate, CC-42344 is a novel PB2 inhibitor
scheduled to enter Phase 1 in Q4 for the treatment of influenza.
The company said it is positioned to achieve multiple clinical and
regulary milestones in the near term and expects uplisting to
Nasdaq in Q1 2018.
A copy of the presentation is available for free at:
https://is.gd/lcdrsk
About Cocrystal Pharma
Cocrystal Pharma, Inc., formerly known as Biozone Pharmaceuticals,
Inc., is a pharmaceutical company with a mission to discover novel
antiviral therapeutics as treatments for serious and/or chronic
viral diseases. Based in Tucker, Georgia, Cocrystal Pharma employs
unique technologies and Nobel Prize winning expertise to create
first- and best-in-class antiviral drugs. These technologies and
the Company's market-focused approach to drug discovery are
designed to efficiently deliver small molecule therapeutics that
are safe, effective and convenient to administer.
The report from BDO USA, LLP, in Seattle, Washington, the Company's
independent registered public accounting firm for the year ended
Dec. 31, 2016, included an explanatory paragraph stating that that
the Company has suffered recurring losses from operations and has
an accumulated deficit that raise substantial doubt about its
ability to continue as a going concern.
Cocrystal Pharma reported a net loss of $74.87 million in 2016, a
net loss of $50.12 million in 2015 and a net loss of $99,000 in
2014. As of Sept. 30, 2017, Cocrystal Pharma had $122.3 million in
total assets, $22.25 million in total liabilities and $99.99
million in total stockholders' equity.
COLUMBUS REGIONAL: Fitch Hikes Rating on 2 Cert. Tranches From BB+
------------------------------------------------------------------
Fitch Ratings has upgraded the following Medical Center Hospital
Authority bonds issued on behalf of Columbus Regional Healthcare
System (dba Columbus Regional Health, CRH) to 'BBB-' from 'BB+':
-- $104,280,000 taxable revenue anticipation certificates, series
2017;
-- $164,308,965 tax-exempt revenue anticipation certificates,
series 2010.
The Rating Outlook has been revised to Stable from Positive.
SECURITY
The bonds are secured by a revenue pledge of the obligated group
and a leasehold agreement on obligated group property. The series
2010 bonds are additionally secured by a debt service reserve.
KEY RATING DRIVERS
Improved Profitability Maintained: The upgrade and outlook revision
reflects sustained increases to profitability in fiscal 2016 and
2017, with expectations for further incremental gains to continue
over the near term. CRH generated solid operating and operating
EBITDA margins, due to the implementation of material structural
and strategic initiatives.
Manageable Capital Plans: CRH's capital needs are expected to be
more limited at about $40 million annually for the next five to
seven years. Capital expenditures will be addressed via cash flow
and external partner investment. Successful expenditure management
will be reliant on the system's ability to maintain recent
profitability gains.
Improved Liquidity: Improved cash flow has resulted in balance
sheet gains, to approximately $191 million at Sept. 30 2017, equal
to 178.4 days of cash on hand (DCOH) and 71.7% cash to debt. CRH's
pension plan is well funded at 95%.
Competitive Landscape: Acute care services remain competitive
within the service area. However, CRH's market share has reported
modest growth in recent years, reaching 50.5% in fiscal 2017. The
system's principal competitor, St. Francis Hospital, comprised
about 39% of primary market share over the same period.
RATING SENSITIVITIES
Cash Flow Maintenance: While not expected at this time, any
challenges to maintaining liquidity and operating profile at levels
sufficient to support capital outlays, absent balance sheet
deterioration, may cause downward pressure on the rating. Fitch
does not see, at this time, a high likelihood of upward rating
potential over the outlook period, given the current upgrade to
'BBB-'.
CONCORDIA HEALTHCARE: Bank Debt Trades at 17.67% Off
----------------------------------------------------
Participations in a syndicated loan under which Concordia
Healthcare Corp is a borrower traded in the secondary market at
82.33 cents-on-the-dollar during the week ended Friday, December
15, 2017, according to data compiled by LSTA/Thomson Reuters MTM
Pricing. This represents a increase of 1.59 percentage points from
the previous week. Concordia Healthcare Corp pays 500 basis points
above LIBOR to borrow under the $500 million facility. The bank
loan matures on Oct. 20, 2021 and Moody's Caa2 rating and Standard
& Poor's CCC- rating. The loan is one of the biggest gainers and
losers among 247 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended December 15.
CONDOMINIUM ASSOCIATION: Case Summary & 20 Top Unsecured Creditors
------------------------------------------------------------------
Debtor: The Condominium Association of the Lynnhill Condominium
3103-3107 Good Hope Avenue
Temple Hills, MD 20748
Names used by the Debtor in the last eight years include:
1. Lynnhill Condominium
2. Council of Co-owners of Lynnhill Condominium
3. Lynnhill Condominium Association
4. Council of Unit Owners of Lynnhill Condominium
5. Lynnhill Condominium, Inc.
6. Lynnhill Condominium Unit Owners Association
7. The Lynnhill Condominium
Business Description: The Condominium Association of the Lynnhill
Condominium is an unincorporated condominium
association that is in possession of the
Lynnhill Apartments, two 7-story buildings
located at 3103 and 3107 Good Hope Avenue,
Temple Hills, Maryland 20748. The Property
has 219 units, a parking lot and common
areas. The Property's condition has
deteriorated significantly in recent years,
to the point that utilities were terminated
on more than one occasion, by mid-2017 the
Property was approximately 40% vacant, and
by the fall of 2017, utilities were
conclusively terminated and the balance of
the units were vacated and abandoned.
Prince George's County has determined that
the Property is uninhabitable and has
threatened to condemn the Property because
it
is a threat to the public and a burden to
the county. Between the spring of 2016 and
approximately Dec. 18, 2017, the Property
was uninsured because of the Debtor's dire
financial situation. The Debtor previously
sought bankruptcy protection on July 2, 2014
(Bankr. D. Md. Case No. 14-20607) and April
28, 2010 (Bankr. D. Md. Case No. 10-19462).
Chapter 11 Petition Date: January 10, 2018
Case No.: 18-10334
Court: United States Bankruptcy Court
District of Maryland (Greenbelt)
Judge: Hon. Wendelin I. Lipp
Debtor's Counsel: Patrick John Potter, Esq.
PILLSBURY WINTHROP SHAW PITTMAN, LLP
1200 Seventeenth Street NW
Washington, DC 20036
Tel: (202) 663-8000
E-mail: patrick.potter@pillsburylaw.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Stanley Briscoe, acting president.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/mdb18-10334_creditors.pdf
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/mdb18-10334.pdf
CORNBREAD VENTURES: U.S. Trustee Unable to Appoint Creditors' Panel
-------------------------------------------------------------------
The U.S. Trustee on Jan. 9 notified the U.S. Bankruptcy Court for
the District of Arizona that no official committee of unsecured
creditors was appointed for Cornbread Ventures LP.
About Cornbread Ventures
Cornbread Ventures, LP, is the owner and operator of Z'Tejas
Southwestern Grill. The company was founded in 2015 and is based
in Austin, Texas.
Cornbread Ventures filed a Chapter 11 petition (Bankr. D. Ariz.
Case No. 17-12877) on Oct. 30, 2017. The petition was signed by
Michael Stone, its president and general partner. At the time of
filing, the Debtor estimated $1 million to $10 million in both
assets and liabilities.
Judge Brenda K. Martin presides over the case.
The Debtor is represented by Jordan A Kroop, Esq., at Perkins Coie
LLP, as counsel.
CROWN HOLDINGS: Moody's Confirms 'Ba2' CFR; Outlook Stable
----------------------------------------------------------
Moody's Investors Service confirmed the Ba2 Corporate Family Rating
and Ba2-PD Probability of Default Rating of Crown Holdings Inc.
Moody's also assigned a Baa2 rating to the proposed $1,250 million
senior secured term loan B of Crown Americas LLC, a Baa2 rating to
the EUR750 million senior secured term loan B of Crown European
Holdings S.A., a Ba3 rating to the proposed $750 million senior
unsecured notes of Crown Americas LLC, and a Ba2 rating to the
EUR935million senior unsecured notes of Crown European Holdings
S.A. Moody's also affirmed the Speculative Grade Liquidity Rating
of SGL-2. The ratings outlook is stable. The proceeds from the new
term loans and notes will be used to acquire Signode Industrial
Group as well as pay fees and expenses associated with the
transaction. This concludes the review for possible downgrade
initiated on December 20, 2017 when Crown announced that it had
entered into a definitive agreement to buy Signode from The Carlyle
Group in a cash transaction valued at approximately $3.91 billion.
Moody's took the following ratings actions:
Issuer: Crown Holdings, Inc.
-- Confirmed Corporate Family Rating, Ba2
-- Confirmed Probability of Default Rating, Ba2-PD
-- Affirmed SGL-2 Speculative Grade Liquidity Rating
Issuer: Crown Americas LLC
-- Confirmed Senior Secured Bank Credit Facilities, Baa2(LGD2)
-- Confirmed Senior Unsecured Regular Bond/Debenture, Ba3(LGD5)
-- Assigned $1,250 million Senior Secured Term Loan B, Baa2(LGD2)
-- Assigned $750 million Senior Unsecured Regular Bond/Debenture,
Ba3(LGD5)
Issuer: Crown European Holdings S.A.
-- Confirmed Senior Secured Bank Credit Facilities, Baa2(LGD2)
-- Confirmed Senior Unsecured Regular Bond/Debenture, Ba2(LGD3)
-- Assigned EUR750 million Senior Secured Term Loan B, Baa2(LGD2)
-- Assigned EUR600 million Senior Unsecured Regular
Bond/Debenture, Ba2(LGD3)
-- Assigned EUR335 million Senior Unsecured Regular
Bond/Debenture, Ba2(LGD3)
Issuer: Crown Cork & Seal Company, Inc.
-- Confirmed Senior Unsecured Regular Bond/Debenture, B1(LGD6)
Issuer: Crown Metal Packaging Canada LP
-- Confirmed Senior Secured Bank Credit Facility, Baa2(LGD2)
Outlook Actions:
Issuer: Crown Holdings, Inc.
-- Outlook, Changed To Stable From Rating Under Review
Issuer: Crown Americas LLC
-- Outlook, Changed To Stable From Rating Under Review
Issuer: Crown European Holdings S.A.
-- Outlook, Changed To Stable From Rating Under Review
Issuer: Crown Cork & Seal Company, Inc.
-- Outlook, Changed To Stable From Rating Under Review
Issuer: Crown Metal Packaging Canada LP
-- Outlook, Changed To Stable From Rating Under Review
RATINGS RATIONALE
The confirmation of the Ba2 corporate family rating and stable
outlook reflects management's pledge to direct all free cash flow
to debt reduction until metrics are restored to pre-acquisition
levels, projected benefits from higher margin expansion projects
and the good pro forma free cash flow. The confirmation also
reflects the pro forma good liquidity. While the Signode
acquisition increases pro forma leverage to over 5.5 times and
increases operating and integration risk, the combined entity is
expected to generate good free cash flow. Additionally, Crown is
projected to benefit from higher margin capacity expansion in its
legacy metal can segment which is largely sold out.
Crown's Ba2 Corporate Family Rating reflects the oligopolistic
industry structure, high exposure to relatively stable end markets
and high percentage of business under contract with strong raw
material cost pass-through provisions in the company's can segment.
The rating is also reflects the high quality/margin product
strategy, base of installed equipment and high percentage of
consumables in the Signode segment. Crown also benefits from higher
margin growth projects in emerging markets and good liquidity. The
company's broad geographic exposure, including a high percentage of
sales from faster growing emerging markets, is both a benefit and a
source of some potential volatility.
The rating is constrained by the company's concentration of sales,
significant foreign currency exposure and risks inherent in its
strategy to grow in emerging markets. The rating is also
constrained by exposure to cyclical end markets, the ongoing
asbestos liability and integration risk from the Signode
acquisition. Additionally, the Signode segment operates in a
fragmented and competitive industry and has limited raw material
cost pass-through provisions. The company has a high exposure to
segments which can be affected by weather, crop harvests and
economic cycles (steel, chemicals, lumber). Moreover, Crown has a
high exposure to the declining carbonated soft drinks segment.
Metal cans are also subject to substitution with other substrates
in certain markets depending on relative pricing and new
technologies.
An upgrade is unlikely given the elevated leverage following the
Signode acquisition. However, the ratings could be upgraded if
Crown achieves a sustainable improvement in credit metrics within
the context of a stable operating and competitive environment and
maintains good liquidity including sufficient cushion under
existing covenants. Specifically, the ratings could be upgraded if
adjusted debt-to-EBITDA declines to below 4 times, EBITDA interest
coverage improves to over 5.5 times, and funds from operations to
total debt improves to over 17%.
The ratings could be downgraded if Crown fails to improve credit
metrics over the intermediate term, there is a deterioration in the
cushion under existing financial covenants, and/or a deterioration
in the competitive or operating environment. Additionally, a
significant acquisition or change in the asbestos liability could
also trigger a downgrade. Specifically, the rating could be
downgraded if adjusted debt-to-EBITDA remained above 4.6 times,
EBITDA interest coverage remained below 4.5 times and/or funds from
operations to debt remained below 14%.
The principal methodology used in these ratings was Packaging
Manufacturers: Metal, Glass, and Plastic Containers published in
September 2015.
CUMULUS MEDIA: Gets Go Signal to Assume Rating Products Agreements
------------------------------------------------------------------
BankruptcyData.com reported that the U.S. Bankruptcy Court approved
Cumulus Media's motion for an order authorizing the Debtors to
assume (1) certain rating products agreements, (2) a letter
agreement regarding "Addback Services" and (3) agreements with The
Nielsen Company (US), Nielsen Audio and eXelate. As previously
reported, "In the Summer of 2017, the Debtors started discussing
renewal options with Nielsen to amend their existing contractual
relationships which were set to expire on December 31, 2017. The
Nielsen Agreements achieve the Debtors' cost-saving goals in at
least three ways. First, the Nielsen Agreements generate
multi-million-dollar expense savings for the Debtors in the first
year through a combination of discontinued products and commercial
term modifications on remaining products. Second, the Nielsen
Agreements provide for a four-year extended term with an additional
one-year option. Finally, the Debtors preserve the ability to add
back services at any time at mutually agreed commercially
sustainable terms. Collectively, the Nielsen Agreements lock in
critical services for the next four years (with an option to extend
for a fifth), which will result in multi-million dollar annualized
savings each year. In connection with the assumption of the Nielsen
Agreements, the Debtors will cure all amounts owed under the
Nielsen Agreements (the 'Cure Amount'), including approximately
$5,492,416.61 related to prepetition services."
About Cumulus Media
Cumulus Media Inc. (OTCQX: CMLS) -- http://www.cumulus.com/-- is a
radio broadcasting company. The Company is also a provider of
country music and lifestyle content through its NASH brand, which
serves through radio programming, NASH Country Weekly magazine and
live events. Its product lines include broadcast advertising,
digital advertising, political advertising and non-advertising
based license fees. Its broadcast advertising includes the sale of
commercial advertising time to local, national and network clients.
Its digital advertising includes the sale of advertising and
promotional opportunities across its Websites and mobile
applications. Its across the nation platform generates content
distributable through both broadcast and digital platforms.
Based in Atlanta, Georgia, Cumulus Media Inc. and 36 of its
affiliates, including NY Radio Assets, LLC, and Westwood One, Inc.,
sought voluntary protection under Chapter 11 of the Bankruptcy Code
(Bankr. S.D.N.Y. Lead Case No. 17-13381) on Nov. 29, 2017. Richard
Denning, senior vice president and general counsel, signed the
petition.
At the time of filing, the Debtors had estimated assets of $1
billion to $10 billion and estimated liabilities of $1 billion to
$10 billion.
The case is assigned to Hon. Shelley C. Chapman.
The Debtors are represented by Paul M. Basta, Esq., Lewis R.
Clayton, Esq., Jacob A. Adlerstein, Esq., and Claudia R. Tobler,
Esq., at Paul, Weiss, Rifkind, Wharton & Garrison LLP, in New York.
PJT Partners LP serves as the Debtors' investment banker. Alvarez
& Marsal North America, LLC, serves as the Debtors' restructuring
advisor. EPIQ Bankruptcy Solutions, LLC, serves as the Debtors'
claims, notice and balloting agent.
The U.S. Trustee for Region 2 on Dec. 11, 2017, appointed seven
creditors to serve on the official committee of unsecured creditors
in the Chapter 11 cases.
DAVID'S BRIDAL: Bank Debt Trades at 14.75% Off
----------------------------------------------
Participations in a syndicated loan under which David's Bridal Inc
is a borrower traded in the secondary market at 85.25
cents-on-the-dollar during the week ended Friday, December 15,
2017, according to data compiled by LSTA/Thomson Reuters MTM
Pricing. This represents a increase of 2.48 percentage points from
the previous week. David's Bridal Inc pays 375 basis points above
LIBOR to borrow under the $520 million facility. The bank loan
matures on October 11, 2019 and Moody's Caa1 rating and Standard &
Poor's CCC+ rating. The loan is one of the biggest gainers and
losers among 247 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended December 15.
DENBURY RESOURCES: S&P Cuts Rating on Sub. Notes Due 2021 to 'D'
----------------------------------------------------------------
S&P Global Ratings said that it lowered the issue-level rating on
Plano, Texas-based exploration and production company Denbury
Resources Inc.'s subordinated notes due 2021 to 'D' from 'CC'. All
S&P's other ratings on the company and its debt remain unchanged,
including the 'D' issue-level rating on the subordinated notes due
2022 and 2023, and the 'SD' corporate credit rating.
The downgrade follows Denbury's announcement that some debtholders
agreed to exchange outstanding senior subordinated notes due 2021,
2022, and 2023 for new senior secured second lien notes and
convertible senior notes at below par. Combining the previously
announced note exchanges that closed on Dec. 6, 2017, and the
exchanges closing on Jan. 9, 2018, the company will have exchanged
about $784 million principal amount of existing notes for
approximately $600 million principal of new notes.
S&P views the transaction as a distressed exchange because
investors will receive less than promised on the original
securities.
S&P said, "Additionally, we view the offer as distressed, rather
than purely opportunistic, given our view that the company has
limited growth opportunities in the current low-price commodity
environment and its debt leverage will remain high. We will
re-assess the company's ratings within the next two weeks in light
of its new capital structure, an updated reserve valuation, and the
likelihood of further debt exchanges."
RATINGS LIST
Denbury Resources Inc.
Corporate Credit Rating SD/--/--
Rating Lowered
To From
Denbury Resources Inc.
Subordinated Notes due 2021 D CC
DEXTERA SURGICAL: Hires Cooley as Special Corporate Counsel
-----------------------------------------------------------
Dextera Surgical Inc., seeks authority from the U.S. Bankruptcy
Court for the District of Delaware to employ Cooley LLP, as special
corporate counsel to the Debtor.
Dextera Surgical requires Cooley to:
a. negotiate and document the Debtor's debtor-in-possession
financing, cash collateral, and debt-related matters (but
excluding any other bankruptcy-specific matters relating to
such financing matters);
b. negotiate and document any sale transactions involving the
Debtor or its assets (but excluding any other bankruptcy-
specific matters relating to such sales);
c. assist the Debtor from an historical and general corporate
counsel perspective in the marketing and auctioning of the
Debtor's assets;
d. assist the Debtor from an historical and general corporate
counsel perspective in negotiating and analyzing bids from
potential buyers;
e. assist the Debtor with SEC reporting and general corporate
matters;
f. advise the Debtor with regard to general employment and
employee retention issues;
g. advise the Debtor with regard to corporate governance
issues throughout the Sale process and the wind-down of the
Debtor's estate; and
h. provide any corporate services with which Cooley agrees to
assist, including but not limited to regulatory matters,
but excluding any bankruptcy-specific matters.
Cooley will be paid at these hourly rates:
Nancy Wojtas, Partner $1,100
Robert L. Eisenbach III, Of Counsel $1,065
Brett White, Of Counsel $930
Robert Winning, Associate $835
Lauren Reichardt, Associate $595
Mollie Canby, Paralegal $240
Cooley holds an unsecured prepetition claim against the Debtor and
its estate for legal services rendered in the approximate amount of
$52,381.71.
Prior to the Petition Date, on October 26, 2017, November 17, 2017,
November 29, 2017, and December 11, 2017, the Debtor paid Cooley
general retainers totaling $400,000 and Cooley submitted invoices
to the Debtor on a periodic basis for professional fees and
expenses.
Prior to the Petition Date, between December 11, 2016 and December
11, 2017, the Debtor was invoiced and rendered payment to Cooley in
the aggregate amount of $1,006,714.49. Cooley is still holding a
retainer of $109,109.87 to secure payment of remaining prepetition
and anticipated postpetition fees and expenses.
Cooley will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Robert L. Eisenbach III, of counsel of Cooley 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.
Cooley can be reached at:
Robert L. Eisenbach III, Esq.
COOLEY LLP
101 California Street, 5th Floor
San Francisco CA 94111
Tel: (415) 693-2000
About Dextera Surgical Inc.
Headquartered in Redwood City, California, Dextera Surgical Inc.
(DXTR:US OTC US) -- https://www.dexterasurgical.com/ -- is a
medical device company that designs and manufactures proprietary
stapling devices that enable the advancement of minimally invasive
surgical procedures. Founded in 1997 as Vascular Innovations,
Inc., the Company changed its name in November 2001 to Cardica,
Inc., and in June 2016 to Dextera Surgical Inc.
Dextera Surgical sought Chapter 11 protection (Bankr. D. Del. Case
No. 17-12913) on Dec. 11, 2017. Dextera Surgical also entered into
an asset purchase agreement with Aesculap, Inc, an affiliate of B.
Braun Group, for approximately $17.3 million.
The Company disclosed $6.53 million in total assets and $14.82
million in total debt as of Sept. 30, 2017.
The Debtor tapped Saul Ewing Arnstein & Lehr LLP as counsel; Cooley
LLP as special corporate counsel; JMP Securities, LLC, as financial
advisor and investment banker; Rust Consulting/Omni Bankruptcy as
claims and noticing agent.
DEXTERA SURGICAL: Hires JMP Securities as Investment Banker
-----------------------------------------------------------
Dextera Surgical Inc., seeks authority from the U.S. Bankruptcy
Court for the District of Delaware to employ JMP Securities LLC, as
investment banker to the Debtor.
Dextera Surgical requires JMP Securities to:
a. assist the Debtor in compiling information of any necessary
and appropriate documents related to the Transaction;
b. contact suitable potential buyers on a discreet and
confidential basis after approval by the Debtor;
c. coordinate the execution of confidentiality agreements for
potential buyers wishing to review the information
memorandum;
d. assist the Debtor in coordinating site visits for
interested buyers;
e. solicit offers from potential buyers;
f. advise and assist the Debtor and its advisors in
structuring the Transaction and negotiating the Transaction
agreements;
g. provide testimony in support of the Transaction; and
h. otherwise assist the Debtor, its attorneys and financial
advisors, as necessary, through closing on a best efforts
basis.
JMP Securities will be paid as follows:
a. Transaction Fee:
i. For a Transaction Value up to and including $10
million, 5% of such value, plus,
ii. For a Transaction Value greater than $10 million and
up to and including $20 million, 4% of such
incremental value, plus,
iii. For a Transaction Value greater than $20 million and
up to and including $30 million, 3% of such
incremental value, plus,
iv. For a Transaction Value greater than $30 million and
up to and including $40 million, 2% of such
incremental value, plus,
v. For a Transaction Value greater than $40 million and
up to and including $50 million, 1% of such
incremental value, plus,
vi. For a Transaction Value greater than $50 million, 2%
of such incremental value.
vii. The minimum total fee is $1.1 million, payable upon
consummation of a Transaction.
b. Minority Transaction Fee: In the event of a Minority
Transaction, 6% of the gross proceeds.
c. Expenses: In addition to the foregoing, JMP Securities
will be entitled to accrue and seek reimbursement for all
reasonable out-of-pocket expenses incurred.
Brian Bock, a managing director of JMP Securities LLC, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.
JMP Securities can be reached at:
Brian Bock
JMP SECURITIES LLC
600 Montgomery Street, Suite 1100
San Francisco, CA 94111
Tel: (415) 835-8900
About Dextera Surgical Inc.
Headquartered in Redwood City, California, Dextera Surgical Inc.
(DXTR:US OTC US) -- https://www.dexterasurgical.com/ -- is a
medical device company that designs and manufactures proprietary
stapling devices that enable the advancement of minimally invasive
surgical procedures. Founded in 1997 as Vascular Innovations,
Inc., the Company changed its name in November 2001 to Cardica,
Inc., and in June 2016 to Dextera Surgical Inc.
Dextera Surgical sought Chapter 11 protection (Bankr. D. Del. Case
No. 17-12913) on Dec. 11, 2017. Dextera Surgical also entered into
an asset purchase agreement with Aesculap, Inc, an affiliate of B.
Braun Group, for approximately $17.3 million.
The Company disclosed $6.53 million in total assets and $14.82
million in total debt as of Sept. 30, 2017.
The Debtor tapped Saul Ewing Arnstein & Lehr LLP as counsel; Cooley
LLP as special corporate counsel; JMP Securities, LLC, as financial
advisor and investment banker; Rust Consulting/Omni Bankruptcy as
claims and noticing agent.
ELDERHOME LAND: Taps Discepolo as Legal Counsel
-----------------------------------------------
Elderhome Land, LLC seeks approval from the U.S. Bankruptcy Court
for the District of Maryland to hire Discepolo, LLP as its legal
counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; assist in any potential sale of its assets; give
advice regarding the use of cash collateral or exit financing;
assist in the preparation of a bankruptcy plan; and provide other
legal services related to its Chapter 11 case.
The firm received a retainer in the sum of $1,250 on December 14,
2017.
A. Donald C. Discepolo, Esq., disclosed in a court filing that he
and his firm are "disinterested persons" as defined in section
101(14) of the Bankruptcy Code.
The firm can be reached through:
A. Donald C. Discepolo, Esq.
Discepolo LLP
8850 Columbia 100 Parkway, Suite 310
Columbia, MD 21045
Phone: 410-296-0780
Fax: 410-296-2263
Email: don@discepolollp.com
About Elderhome Land LLC
Founded in 1999, Elderhome Land LLC sought protection under Chapter
11 of the Bankruptcy Code (Bankr. D. Md. Case No. 17-26767) on
December 15, 2017. Thomas Morris, its president, signed the
petition. Judge Wendelin I. Lipp presides over the case.
Elderhome Land, LLC is a privately-held company with its principal
place of business at 15623 Riding Stable Road, Laurel, Maryland.
The company listed its business as a single asset real estate (as
defined in 11 U.S.C. Section 101(51B)). At the time of the filing,
the Debtor disclosed that it had estimated assets and liabilities
of $1 million to $10 million.
It first filed for bankruptcy protection (Bankr. D. Md. Case No.
17-24324) on Oct. 26, 2017.
ENCORE PROPERTY: Case Summary & 13 Unsecured Creditors
------------------------------------------------------
Debtor: Encore Property Management of Western New York, LLC
dba Blossom Business Center
dba Imperial Manor Apartments
dba Normandie Apartments
P.O. Box 274
Clinton, NY 13323
Business Description: Encore Property Management of Western New
York, LLC is a privately owned company that
leases real estate. Encore Property has 10
commercial and apartment buildings and three
parking lots in Rochester and Greece, New
York with an aggregate value of $55.74
million. The company previously sought
bankruptcy protection on Dec. 15, 2017
(Bankr. W.D.N.Y. Case No. 17-21325).
Chapter 11 Petition Date: January 8, 2018
Case No.: 18-20014
Court: United States Bankruptcy Court
Western District of New York (Rochester)
Judge: Hon. Warren, U.S.B.J.
Debtor's Counsel: David S. Stern, Esq.
ELLIOTT STERN CALABRESE
One East Main Street, 10th Floor
Rochester, NY 14614
Tel: (585) 232-4724
E-mail: dstern@elliottstern.com
Estimated Assets: $50 million to $100 million
Estimated Debts: $100 million to $500 million
The petition was signed by Jason G. Palmer, trustee of member
Palmer Family Trust.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/nywb18-20014.pdf
Debtor's List of 13 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
200 Registered All real property $112,000,000
Mortgage Bond Holders owned by Debtor
c/o Wells Fargo
Bank, N.A. as Trustee
420 Montgomery Street
San Francisco, CA 94104
Cellino & Barnes, P.C. Personal Injury $0
Claim
Cicero Commons All real property $2,500,000
Partners Group owned
c/o Montalbano
Condon & Frank
399 Knollwood Road
White Plains, NY 10603
Earthline Paving & All real property $144,434
Developers owned by Debtor-
judgment lien
only
Encore Properties of Claims arising out $33,000,265
Rochester, LLC of conveyance to
1002 McKinley Avenue Debtor by deed dated
Rome, NY 13440 July 25, 2007
Harleyville Insurance All real property $5,037
Co. of NY owned by Debtor
Kathleen Davis Personal Injury $0
Claim
NYS DTF All real property $1,719
owned by Debtor
NYS DTF All real property $710
owned by Debtor
in Monroe County
Paris-Kirwin All real property $20,802
Associates, Inc. owned by Debtor
Rochester Gas and Electric Gas & Electric $93,000
service/contract
charges
Time Warner Cable All real property $56,795
owned by Debtor-
Judgment lien only
Workers' Compensation Board Workers' Compensation $20,500
Insurance (Judgment
recorded over 10 years
ago)
ENDEMOL ENTERTAINMENT: Bank Debt Trades at 3.87% Off
----------------------------------------------------
Participations in a syndicated loan under which Endemol
Entertainment Holding NV is a borrower traded in the secondary
market at 96.13 cents-on-the-dollar during the week ended Friday,
December 15, 2017, according to data compiled by LSTA/Thomson
Reuters MTM Pricing. This represents an increase of 1.01
percentage points from the previous week. Endemol Entertainment
Holding NV pays 900 basis points above LIBOR to borrow under the
$457 million facility. The bank loan matures on Aug. 12, 2022 and
Moody's Caa3 rating and Standard & Poor's CCC- rating. The loan is
one of the biggest gainers and losers among 247 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended December 15.
EVERMILK LOGISTICS: No Recovery for Unsecureds Under Plan
---------------------------------------------------------
Evermilk Logistics LLC has filed a disclosure statement with the
U.S. Bankruptcy Court for the Southern District of Indiana.
A summary of the treatment of the claims is as follows:
Type of Claim or
Equity Interest Treatment
------------------ ---------
Secured Claim IRS Monthly payments over 84 months at 4% per
annum interest
Secured Claim IDR Monthly payments over 84 months at 4% per
annum interest
Secured Claim Semo Current agreements with Semo will be
modified to extend to a five year repayment
at interest rate resulting in a $19,000
monthly payment with purchase option
Allowed Other As determined by claimant and Reorganized
Secured Claims Debtor
Allowed Other Paid at the Effective Date or when allowed
Unsecured Priority or as agreed
Claims
Claim of General Paid either (a) $106,984.60 or (b) agreed
Truck Leasing purchase price of leased trucks
General Unsecured No Distribution
Claims
Equity Interests All Equity Interests will be cancelled
To pay the administrative claims, professional fee claims, and any
other amounts due as of the effective date under the Plan, United
Dairy Group, LLC will contribute funds on the effective date, that
when added to the cash of the Debtor are sufficient to cover the
said claims and other amounts due. In any case, the investment will
not be less than $100,000. The current equity interests in the
Debtor will be cancelled and new equity interests will be issued to
United Dairy in exchange for the investment. The payments due on
and after the effective date will be funded by the continued
operations of the Debtor.
A full-text copy of Evermilk Logistic's disclosure statement dated
December 11, 2017 is available at:
http://bankrupt.com/misc/insb17-03613-103.pdf
Evermilk Logistics is represented by:
Terry E. Hall, Esq.
Elizabeth M. Little, Esq.
300 North Meridian Street, Suite 2700
Indianapolis, IN 46204
Tel: (317) 237-0300
Fax: (317) 237-1000
Email: terry.hall@faegrebd.com
elizabeth.little@faegrebd.com
About Evermilk Logistics
Evermilk Logistics LLC -- http://www.evermilklogistics.net/-- is a
member-managed Indiana limited liability company wholly owned by
Teunis Jan Willemsen. It operates a commercial milk hauling
trucking business. Its principal place of business is at 6615 W.
500 N., Frankton, Indiana 46044. Evermilk hauls milk for local
dairy farms that sell milk to Dairy Farmers of America. Evermilk
has been taking milk to the Eastern and Central United States, and
currently is picking up 20-25 tanker loads of milk each day. It
currently employs more than 60 driver and administrative or
maintenance personnel.
Evermilk Logistics LLC filed a Chapter 11 petition (Bankr. S.D.
Ind. Case No. 17-03613), on May 15, 2017. The Petition was signed
by Teunis Jan Willemsen, member. The case is assigned to Judge
Jeffrey J. Graham. The Debtor is represented by Terry E. Hall,
Esq., at Faegre Baker Daniels LLP. At the time of filing, the
Debtor had $100,000 to $500,000 in estimated assets and $1 million
to $10 million in estimated liabilities.
No trustee or examiner has been appointed, and no committee has yet
been appointed or designated.
EXCO RESOURCES: WL Ross & Co. Has 12.5% Equity Stake
----------------------------------------------------
In a disclosure to the Securities and Exchange Commission, WL Ross
& Co. LLC reported that as of Jan. 4, 2018, they beneficially own,
in the aggregate, a total of 2,701,035 shares of common stock of
Exco Resources, Inc., which represent approximately 12.5% of the
Issuer's outstanding Common Stock. WLR IV Exco AIV One, L.P. holds
directly 335,206 shares of Common Stock, representing approximately
1.5% of the outstanding shares of Common Stock, WLR IV Exco AIV
Two, L.P. holds directly 335,468 shares of Common Stock,
representing approximately 1.6% of the outstanding shares of Common
Stock, WLR IV XCO AIV Three, L.P. holds directly 335,283 shares of
Common Stock, representing approximately 1.6% of the outstanding
shares of Common Stock, WLR IV XCO AIV Four, L.P. holds directly
335,223 shares of Common Stock, representing approximately 1.5% of
the outstanding shares of Common Stock, WLR IV XCO AIV Five, L.P.
holds directly 335,342 shares of Common Stock, representing
approximately 1.6% of the outstanding shares of Common Stock, WLR
IV XCO AIV Six, L.P. holds directly 335,307 shares of Common Stock,
representing approximately 1.6% of the outstanding shares of Common
Stock, WLR Select Co-Investment XCO AIV, L.P. holds directly
497,149 shares of Common Stock, representing approximately 2.3% of
the outstanding shares of Common Stock, WLR/GS Master Co-Investment
XCO AIV, L.P. holds directly 184,390 shares of Common Stock,
representing approximately 0.9% of the outstanding shares of Common
Stock and Parallel Fund holds directly 7,667 shares of Common
Stock, representing approximately 0.04% of the outstanding shares
of Common Stock. All percentages are based on 21,630,873 shares of
Common Stock outstanding as of Nov. 3, 2017, as set forth in the
Issuer’s Report on Form 10-Q filed on Nov. 7, 2017.
Except for Fund IV AIV One, Fund IV AIV Two, Fund IV AIV Three,
Fund IV AIV Four, Fund IV AIV Five, Fund IV AIV Six, Co-Invest
Fund AIV, WLR/GS Fund AIV, Parallel Fund (in each case, solely with
respect to the securities directly held by each such Reporting
Person), each of the Reporting Persons disclaims beneficial
ownership of the securities referred to in this Schedule 13D, and
the filing of this Schedule 13D should not be construed as an
admission that any of the Reporting Persons is, for the purpose of
Schedule 13D or 13G of the Securities Exchange Act of 1934, as
amended, the beneficial owner of any securities covered by this
statement. Fund IV AIV One, Fund IV AIV Two, Fund IV AIV Three,
Fund IV AIV Four, Fund IV AIV Five, Fund IV AIV Six, Co-Invest
Fund AIV, WLR/GS Fund AIV and Parallel Fund each disclaim
beneficial ownership of the shares held directly by the other.
A full-text copy of the regulatory filing is available at:
https://is.gd/tBmlDS
About EXCO Resources, Inc.
EXCO Resources, Inc. -- http://www.excoresources.com/-- is an oil
and natural gas exploration, exploitation, acquisition, development
and production company headquartered in Dallas, Texas with
principal operations in Texas, North Louisiana and the Appalachia
region. EXCO's headquarters are located at 12377 Merit Drive,
Suite 1700, Dallas, TX 75251.
EXCO Resources reported a net loss of $225.3 million for the year
ended Dec. 31, 2016, compared to a net loss of $1.19 billion for
the year ended Dec. 31, 2015. As of Sept. 30, 2017, EXCO Resources
had $830.17 million in total assets, $1.59 billion in total
liabilities and a total shareholders' deficit of $760.36 million.
KPMG LLP, in Dallas, Texas, issued a "going concern" qualification
on the consolidated financial statements for the year ended Dec.
31, 2016, citing that probable failure to comply with a financial
covenant in its credit facility as well as significant liquidity
needs, raise substantial doubt about the Company's ability to
continue as a going concern.
* * *
In December 2016, Moody's Investors Service downgraded EXCO
Resources' corporate family rating to 'Ca' from 'Caa2'. "EXCO's
downgrade reflects its eroded liquidity position which is
insufficient to fully fund development expenditures at the level
required to stem ongoing production declines," commented Andrew
Brooks, Moody's vice president. "Absent an injection of additional
liquidity, the source of which is not readily identifiable, EXCO
could face going concern risk as it confronts an unsustainable
capital structure."
As reported by the TCR on Dec. 26, 2017, S&P Global Ratings lowered
its corporate credit rating on EXCO Resources Inc. to 'D' from
'CCC-'. "The downgrade reflects the failure by EXCO to meet
interest and covenant requirements on its outstanding debt.
Although the company has entered into a forbearance agreement and
certain holders of the company's debt have opted not to exercise
their rights through Jan. 15, 2017, we believe general default and
possible bankruptcy to be the most likely outcome."
EXPRO HOLDINGS: Hires Paul Weiss as Legal Counsel
-------------------------------------------------
Expro Holdings US Inc. seeks approval from the U.S. Bankruptcy
Court for the Southern District of Texas to hire Paul, Weiss,
Rifkind, Wharton & Garrison LLP as its legal counsel.
The firm will advise the company and its affiliates regarding their
duties under the Bankruptcy Code; negotiate with creditors; give
advice regarding financing and transactional matters; and provide
other legal services related to their Chapter 11 cases.
The firm's hourly rates range from $1,100 to $1,470 for partners,
$1,050 to $1,095 for counsel, $460 to $1,015 for associates and
$105 to $350 for paraprofessionals.
The attorneys who will have primary responsibility for representing
the Debtors are:
Brian Hermann Partner $1,445
Alice Belisle Eaton Partner $1,310
Sarah Harnett Associate $1,015
Alexander Woolverton Associate $955
Paul Weiss received an advanced payment retainer in the sum of
$500,000 on November 13, 2017. In addition, the firm received
$2,095,983.05 in the 90 days prior to the petition date and in
connection with the preparation of the Debtors' cases.
Brian Hermann, Esq., 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.
Hermann disclosed that his firm has not agreed to any variations
from, or alternatives to, its standard or customary billing
arrangements; and that no Paul Weiss professional has varied his
rate based on the geographic location of the Debtors' cases.
Paul Weiss' rates for its pre-bankruptcy employment with the
Debtors range from $1,100 to $1,470 for partners, $1,050 to $1,095
for counsel, $460 to $1,015 for associates, and $105 to $350 for
paraprofessionals, Mr. Hermann disclosed.
Mr. Hermann also disclosed that the Debtors have already approved
the firm's prospective budget and staffing plan for the period
December 2017 to February 2018.
The firm can be reached through:
Brian S. Hermann, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY 10019
Tel: +1-212-373-3000 / +1-212-373-3545
Fax: +1-212-757-3990
Email: bhermann@paulweiss.com
About Expro Holdings
Expro Holdings US Inc. -- https://www.exprogroup.com/ -- is a
provider of specialized well flow management products and services
to the oil and gas industry, with a specific focus on offshore,
deepwater and other technically challenging environments.
Expro's products and services help its customers in the oil and gas
industry optimize production costs and maximize recoveries by
measuring, improving, controlling and processing flow from
high-value oil and gas wells.
Expro has more than 40 years of experience assisting its customers
in all aspects of well management, from exploration and appraisal
through to mature field production optimization and eventual well
abandonment. Expro has more than 4,100 employees and more than 500
contractors in over 50 countries. Expro was founded in 1973 in the
U.K. and is headquartered in Houston, Texas.
Expro Holdings US Inc. and 30 affiliates and subsidiaries sought
Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 17-60179) on
Dec. 18, 2017.
Expro Holdings estimated assets of $500 million to $1 billion and
liabilities of $1 billion to $10 billion.
The Debtors tapped Jackson Walker, L.L.P., and Paul, Weiss,
Rifkind, Wharton & Garrison LLP as counsel; Alvarez & Marsal as
restructuring advisors; and Prime Clerk LLC as claims agent.
EXPRO HOLDINGS: Taps Alvarez & Marsal as Restructuring Advisor
--------------------------------------------------------------
Expro Holdings US Inc. seeks approval from the U.S. Bankruptcy
Court for the Southern District of Texas to hire Alvarez & Marsal
North America, LLC as its restructuring advisor.
The firm will assist the company and its affiliates in managing the
overall restructuring process, the development of ongoing business
and financial plans, and in restructuring negotiations with their
advisors and creditors with respect to an overall exit strategy for
their Chapter 11 cases.
A&M's hourly rates for its restructuring advisory services range
from $800 to $975 for managing directors, $625 to $775 for
directors, and $375 to $600 for analysts and associates.
The firm's hourly rates for claims management services range from
$725 to $850 for managing directors, $550 to $700 for directors,
and $375 to $600 for analysts and consultants.
Justin Schmaltz, A&M managing director, disclosed in a court filing
that his firm is a "disinterested person" as defined in section
101(14) of the Bankruptcy Code.
The firm can be reached through:
Justin P. Schmaltz
Alvarez & Marsal North America, LLC
540 West Madison Street, Suite 1800
Chicago, IL 60661
Phone: +1 312-601-4220 / +1 312-288-4044
Fax: +1 312-332-4599
Email: jschmaltz%40alvarezandmarsal.com
About Expro Holdings
Expro Holdings US Inc. -- https://www.exprogroup.com -- is a
provider of specialized well flow management products and services
to the oil and gas industry, with a specific focus on offshore,
deepwater and other technically challenging environments.
Expro's products and services help its customers in the oil and gas
industry optimize production costs and maximize recoveries by
measuring, improving, controlling and processing flow from
high-value oil and gas wells.
Expro has more than 40 years of experience assisting its customers
in all aspects of well management, from exploration and appraisal
through to mature field production optimization and eventual well
abandonment. Expro has more than 4,100 employees and more than 500
contractors in over 50 countries. Expro was founded in 1973 in the
U.K. and is headquartered in Houston, Texas.
Expro Holdings US Inc. and 30 affiliates and subsidiaries sought
Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 17-60179) on
Dec. 18, 2017.
Expro Holdings estimated assets of $500 million to $1 billion and
liabilities of $1 billion to $10 billion.
The Debtors tapped Jackson Walker, L.L.P., and Paul, Weiss,
Rifkind, Wharton & Garrison LLP as counsel; Alvarez & Marsal as
restructuring advisors; and Prime Clerk LLC as claims agent.
EXPRO HOLDINGS: Taps Jackson Walker as Co-Counsel
-------------------------------------------------
Expro Holdings US Inc. seeks approval from the U.S. Bankruptcy
Court for the Southern District of Texas to hire Jackson Walker LLP
as its legal counsel.
Jackson Walker will serve as co-counsel with Paul, Weiss, Rifkind,
Wharton & Garrison LLP, the firm tapped by Expro Holdings to be its
lead bankruptcy counsel.
The firm's hourly rates are:
Patricia Tomasco $825
Matthew Cavenaugh $635
Jennifer Wertz $515
Other Attorneys $325 - $825
Paralegals $175 - $275
Jackson Walker received a retainer in the sum of $150,000 on
December 15, 2017.
Patricia Tomasco, Esq., disclosed in a court filing that she and
her firm are "disinterested persons" 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, Ms.
Tomasco disclosed that her firm has not agreed to any variations
from, or alternatives to, its standard or customary billing
arrangements; and that no Jackson Walker professional has varied
his rate based on the geographic location of the Debtors' cases.
Ms. Tomasco disclosed that the firm represented the Debtors during
the period immediately before the petition date using these hourly
rates:
Patricia Tomasco $825
Matthew Cavenaugh $635
Jennifer Wertz $515
Other Attorneys $325 - $825
Paralegal $175 - $275
As of December 29, 2017, the Debtors have not yet approved the
firm's budget and staffing plan, Ms. Tomasco disclosed, adding that
the firm will provide a budget and staffing plan in the event that
the Debtors' proposed plan is not confirmed on January 25.
Jackson Walker can be reached through:
Patricia B. Tomasco, Esq.
Jackson Walker LLP
1401 McKinney Street, Suite 1900
Houston, TX 77010
Phone: 713-752-4276 / 713-752-4200
Fax: 713-752-4221
Email: ptomasco@jw.com
About Expro Holdings
Expro Holdings US Inc. -- https://www.exprogroup.com/ -- is a
provider of specialized well flow management products and services
to the oil and gas industry, with a specific focus on offshore,
deepwater and other technically challenging environments.
Expro's products and services help its customers in the oil and gas
industry optimize production costs and maximize recoveries by
measuring, improving, controlling and processing flow from
high-value oil and gas wells.
Expro has more than 40 years of experience assisting its customers
in all aspects of well management, from exploration and appraisal
through to mature field production optimization and eventual well
abandonment. Expro has more than 4,100 employees and more than 500
contractors in over 50 countries. Expro was founded in 1973 in the
U.K. and is headquartered in Houston, Texas.
Expro Holdings US Inc. and 30 affiliates and subsidiaries sought
Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 17-60179) on
Dec. 18, 2017.
Expro Holdings estimated assets of $500 million to $1 billion and
liabilities of $1 billion to $10 billion.
The Debtors tapped Jackson Walker, L.L.P., and Paul, Weiss,
Rifkind, Wharton & Garrison LLP as counsel; Alvarez & Marsal as
restructuring advisors; and Prime Clerk LLC as claims agent.
EXPRO HOLDINGS: Taps Lazard & Co. as Investment Banker
------------------------------------------------------
Expro Holdings US Inc. seeks approval from the U.S. Bankruptcy
Court for the Southern District of Texas to hire Lazard & Co.,
Limited as its investment banker.
The firm will assist in determining a capital structure for the
company and its affiliates; review their business operations and
financial projections; evaluate their potential debt capacity in
light of their projected cash flows; assess the possibilities of
bringing in new lenders and investors to replace, repay or settle
with any of their creditors; and advise the Debtors in evaluating
any potential financing transaction.
Lazard will be paid a monthly fee of $200,000 for financial
advisory services and a fee of $6 million payable in cash upon the
consummation of a recapitalization transaction.
Meanwhile, if a sale transaction fee is payable, 100% of any
recapitalization transaction fee paid to Lazard will be credited
against the sale transaction fee. The firm is not entitled to both
a recapitalization transaction fee and a sale transaction fee. The
sale transaction fee is $6 million.
In the event that the Debtors solicit and receive bona fide offers
from third parties to provide a working capital, revolving credit,
bonding line, or similar facility that is commercially more
favorable than a corresponding offer made by their existing
shareholders or lenders that is received before the commencement of
such solicitation, a fee equal to 2% of the gross amount of an
equity financing raised and 1% of the gross amount of any debt
financing raised or committed even if the financing transaction is
ultimately completed with the Debtors' shareholders or existing
lenders. Lazard will credit 50% of any financing fee paid against
any recapitalization transaction fee payable.
Lazard is a "disinterested person" as defined in section 101(14) of
the Bankruptcy Code, according to court filings.
The firm can be reached through:
Richard Stables
Lazard & Co., Limited
50 Stratton Street
London W1J8LL
Phone: +44 (0)20 7187-2000
Fax: +44 (0)20 7072-6414
Email: richard.stables@lazard.com
About Expro Holdings
Expro Holdings US Inc. -- https://www.exprogroup.com/ -- is a
provider of specialized well flow management products and services
to the oil and gas industry, with a specific focus on offshore,
deepwater and other technically challenging environments.
Expro's products and services help its customers in the oil and gas
industry optimize production costs and maximize recoveries by
measuring, improving, controlling and processing flow from
high-value oil and gas wells.
Expro has more than 40 years of experience assisting its customers
in all aspects of well management, from exploration and appraisal
through to mature field production optimization and eventual well
abandonment. Expro has more than 4,100 employees and more than 500
contractors in over 50 countries. Expro was founded in 1973 in the
U.K. and is headquartered in Houston, Texas.
Expro Holdings US Inc. and 30 affiliates and subsidiaries sought
Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 17-60179) on
Dec. 18, 2017.
Expro Holdings estimated assets of $500 million to $1 billion and
liabilities of $1 billion to $10 billion.
The Debtors tapped Jackson Walker, L.L.P., and Paul, Weiss,
Rifkind, Wharton & Garrison LLP as counsel; Alvarez & Marsal as
restructuring advisors; and Prime Clerk LLC as claims agent.
EZRA HOLDINGS: Has Court Okay to Vote Interest in Eminent Offshore
------------------------------------------------------------------
Judge Robert D. Drain of the U.S.Bankruptcy Court for the Southern
District of New York authorized Ezra Holdings Ltd. and its
affiliated debtors to vote their interest in Eminent Offshore
Logistics Pte. Ltd. to approve the board of directors'
recommendation to sell vessels for purposes of scrap at fair market
value and to take such other actions reasonably related thereto.
The Motion to Shorten is granted and the hearing on the substantive
relief sought in the Motion will properly be held by the Court on
Jan. 8, 2018 at 10:00 a.m.
Notwithstanding Fed. R. Bankr. P. 6004(h) or otherwise, the Order
will be immediately effective and enforceable upon entry.
About Ezra Holdings
Founded in 1992, Ezra Holdings Limited --
http://www.ezraholdings.com/-- is an offshore contractor and
provider of integrated offshore solutions to the global oil and gas
industry. Ezra is incorporated in Singapore with its registered
office at 15 Hoe Chiang Road #28-01 Tower Fifteen Singapore 089316.
Its shares were listed on the SGX Sesdaq on Aug. 8, 2003, and
moved to the Mainboard of the Singapore Exchange since Dec. 8,
2005. It also issued certain notes (S$150,000,000 4.875% Notes due
2018 comprised in Series 003) which have been listed on the
Singapore Exchange since 2013.
Ezra established and maintains an office in the United States
located at 75 South Broadway, Fourth Floor, Office Number 489,
White Plains, New York 10601. Ezra also has a wholly owned New
York subsidiary, Ezra Holdings (NY) Inc., which was incorporated in
the United States of America with 200 shares at a nominal issue
price per share.
EMITS, a wholly owned subsidiary of Ezra, provides supporting
information technology services to each of the Ezra Group's
business divisions. Ezra Marine, another wholly owned subsidiary
of Ezra, has a leasehold interest in the marine base in Singapore
located at 51 Shipyard Road, Singapore 628139 and leases out the
base's facilities and provides various support services in
connection with the marine base to the Ezra Group's operating
entities.
Ezra Holdings and two affiliates -- Ezra Marine Services Pte. Ltd.
and EMAS IT Solutions Pte Ltd -- filed voluntary Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 17-22405) on
March 18, 2017, before the Honorable Robert D. Drain. The
petitions were signed by Tan Cher Liang, director. Ezra Holdings
estimated $500 million to $1 billion in assets and $100 million to
$500 million in liabilities. The Debtors' Chapter 11 Cases are
being jointly administered for procedural purposes only.
Lawyers at Saul Ewing, led by Sharon L. Levine, Esq., serve as the
Debtors' Chapter 11 counsel. The Debtors tapped as general
Singapore counsel Drew & Napier LLC; and claims and noticing agent,
Prime Clerk LLC. Foxwood LLC also serves as special counsel.
The Ezra Group's joint venture, EMAS CHIYODA Subsea Limited, and
certain of its affiliate companies filed voluntary Chapter 11
petitions (Bankr. S.D. Tex. Lead Case No. 17-31146) on Feb. 27,
2017. ECS' wholly-owned subsidiary, EMAS-AMC AS, has also been
placed under members' voluntary liquidation in Norway.
Ezra guaranteed substantial charter hire liabilities of the ECS
Group, as well as certain loans owed by the ECS Group to financial
institutions, Ezra faces potentially significant contingent
liability if the creditors call on the guarantees.
Ezra received statutory demands from Svenska Handelsbanken AB
(Publ), Singapore Branch and Forland Subsea AS on Jan. 24, 2017,
and Feb. 6, 2017, respectively. These statutory demands have since
expired under Singapore law and these two creditors may commence
winding up applications against Ezra. Ezra also received a
statutory demand from VT Halter Marine, Inc. on March 9, 2017.
FINTUBE LLC: Selling All Remaining Operational Assets for $6M
-------------------------------------------------------------
Fintube, LLC, asks the U.S. Bankruptcy Court for the Northern
District of Oklahoma to approve the sale, outside the ordinary
course of business, of substantially all of the remaining
operational assets to Kentube Technologies, LLC for $6,100,000,
subject to adjustments at closing, subject to higher and better
offer.
The Property of the Estate includes (a) real property interests
owned or leased by the Debtor; (b) machinery, equipment, vehicles
and other equipment, hardware and supplies and other tangible
personal property of every kind used in the Debtor's Business; (c)
certain Contracts; (d) accounts, notes and other receivables and
rights to payments; (e) deposits and pre-paid expenses; (f)
inventories; (g) Books and records; (h) Tranferable government
authorizations; (i) intangible assets including goodwill, licenses,
trade names, other intellectual property including the rights to
use the name "Fintube," "TEKTube," "Kentube Finned Products,"
Kentube Engineered Products," and "Aletas y Birolos" and other
intangible personal and other intellectual property such as email
addresses, Internet home pages, computer software licenses and the
like; (j) claims of Debtor against third parties to the extent they
relate to the sale assets or assumed liabilities; (k) certain
causes of action arising under Chapter 5 of the Bankruptcy Code;
and (l) all other personal property owned by the Debtor and used in
connection with the Debtor's Business.
The Buyer has no known connection with the Debtor. The Assets
proposed to be sold comprise substantially all of the remaining
operational assets of the Debtor. The sale to be free and clear of
all liens, claims, encumbrances and interests with such liens,
claims, encumbrances and interests to attach to the proceeds. The
Buyer will not assume or succeed to any liabilities of the Debtor
including without limitation any liabilities associated with the
Debtor's employment of employees including former employees. As of
closing of the sale, the Debtor will terminate all of its employees
effective the date of closing except such personnel as will be
necessary for the Debtor to perform the tasks necessary for the
administration of the case.
After closing, the Buyer may, in its sole discretion, employ any of
the Debtor's current or former employees free and clear of any
liabilities of the Debtor or the Estate to such employees. It
intends to hire Mr. Michael Mann, Mr. Mann will continue to be
available to serve as the person responsible to fulfill the duties
of the DIP in the case.
The Asset Purchase Agreement is subject to higher and better offers
which may be received by the Debtor by private contract, subject to
Court approval after notice and a hearing, or by auction subject to
bidding procedures to be established by the Court. In the event a
sale of the Assets to another purchaser is approved by the Court
and closed, the Buyer would be entitled to a break-up
fee of $240,000 to be paid at closing of the other sale from the
sale proceeds, plus reimbursement of its actual expenses incurred
up to $60,000 subject to Court approval as to amount.
In connection with sale, the Debtor asks that the Court approves
the Debtor's assumption and assignment of certain executory
contracts specified on Schedule 2.1(c) to the APA. After the
closing of the sale, it will have no use for the executory
contracts whereas the Buyer will be able to use the executory
contracts in conducting of the Business. The Debtor asks authority
to pay any cure costs associates with the assumption of the
executory contracts at closing. In the event the Debtor and the
counter-party to an executory contract cannot agree on the amount
of a cure cost, the Debtor will reserve the amount at issue and
request by separate motion that the Court set determination of the
cure costs for an evidentiary hearing.
On Aug. 18, 2017, the Court approved ClearRidge, LLC to serve as
the Debtor's Marketing Agent to market property of the Estate for
sale pursuant to an Engagement Agreement. The approved Engagement
Agreement with ClearRidge provides for it to be compensated for its
marketing efforts solely by a success fee, subject to Court
approval, equal to 4% of the gross sale proceeds to the Debtor, and
for such Success Fee to be paid at the closing of a sale. The
Debtor asks the Court to approving the payment of a sale commission
to ClearRidge equal to 4% of the proceeds paid to the Debtor at
closing, plus 4% of any reserved or escrowed sale proceeds
subsequently paid to Debtor at the time of payment to the Debtor.
A copy of the APAs attached to the Motion is available for free
at:
http://bankrupt.com/misc/Fintube_LLC_165_Sales.pdf
BOKF, N.A. holds an allowed claim secured by the Assets. Pursuant
to the DIP Financing Order, BOKF was granted further liens and
interests in the Assets to secure the Debtor's use of Cash
Collateral and post-petition loans made by BOKF to the Debtor on a
revolving basis, and BOKF was granted first priority senior
security interests in and liens on all of the Debtor's pre- and
post-petition property, including the Assets, which interests are
senior to other security interests and liens in the Assets.
Pursuant to the DIP Financing Order and the pre-Petition BOKF Loan
Documents described in the DIP Financing Order, BOK holds a valid,
perfected and superior mortgage and lien on all of the Assets to be
sold pursuant to the Motion and the APA.
The Debtor asks the Court to authorize the payment of the secured
claim of BOKF in full at the closing from the sale proceeds in
order to terminate the accruals in full. Such payment is a
condition to BOKF's consent to the sale of the Assets free and
clear of its interests. It further asks the Court to approve the
payment of ordinary closing costs at the closing of the sale.
The Assets are not necessary for the reorganization of the Debtor.
The agreed purchase price is fair and reasonable and approving the
sale on the terms in the APA is in the best interests of the Estate
and its creditors.
Due to the necessity to complete a sale of the Assets prior to the
expiration of the DIP Facility (Motion to Extend the Deadline to
Jan. 31, 2018, is pending), the Debtor asks that the 14-day stay of
effectiveness of an order authorizing sale of property of the
Estate provided by B.R. 6004(h) be waived.
The Purchaser:
KENTUBE TECHNOLOGIES, LLC
40 Corporate Woods, Suite 200
9401 Indian Creek Parkway
Overland Park, KS 66210
Attn: Cluis Bergman
Telephone: (913) 262-7117x4
Facsimile: (913) 262-3509
The Purchaser is represented by:
Mary Anne O'Connell, Esq.
HUSCH BLACKWELL, LLP
190 Carondelet Plaza, Suite 600
St. Louis, MO 63105
Telephone: (314) 480-1715
Facsimile: (314) 480-1505
About Fintube LLC
Fintube, LLC, is a Delaware limited liability company engaged in
the business of engineering and manufacturing welded, extended
surface tubing and designing and fabricating heat recovery systems
for a worldwide market. The Company has been in business for over
50 years. Its primary facilities are located in Tulsa, Oklahoma.
Fintube filed a Chapter 11 petition (Bankr. N.D. Okla. Case No.
17-11274) on June 27, 2017. The Debtor hired Doerner, Saunders,
Daniel & Anderson, L.L.P. as legal counsel; ClearRidge LLC as
financial advisor; and Bruce Jones, managing director of
ClearRidge, as chief restructuring officer.
On July 10, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The Committee retained
Crowe & Dunlevy, PC, as counsel.
No trustee or examiner has been appointed.
On Aug. 18, 2017, the Court approved ClearRidge, LLC, to serve as
the Debtor's Marketing Agent.
FORTERRA INC: Bank Debt Trades at 7.34% Off
-------------------------------------------
Participations in a syndicated loan under which Forterra Inc is a
borrower traded in the secondary market at 92.66
cents-on-the-dollar during the week ended Friday, December 15,
2017, according to data compiled by LSTA/Thomson Reuters MTM
Pricing. This represents a increase of 2.13 percentage points from
the previous week. Forterra Inc pays 300 basis points above LIBOR
to borrow under the $1.047 billion facility. The bank loan matures
on Oct. 25, 2023 and Moody's B3 rating and Standard & Poor's B-
rating. The loan is one of the biggest gainers and losers among
247 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended December 15.
FRONTIER COMMUNICATIONS: Bank Debt Trades at 3.69% Off
------------------------------------------------------
Participations in a syndicated loan under which Frontier
Communications Corp is a borrower traded in the secondary market at
96.31 cents-on-the-dollar during the week ended Friday, December
15, 2017, according to data compiled by LSTA/Thomson Reuters MTM
Pricing. This represents an increase of 1.22 percentage points
from the previous week. Frontier Communications Corp pays 375 basis
points above LIBOR to borrow under the $1.500 billion facility. The
bank loan matures on June 15, 2024 and Moody's B2 rating and
Standard & Poor's BB- rating. The loan is one of the biggest
gainers and losers among 247 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended December
15.
FS-IP LLC: Taps Perkins Coie as Legal Counsel
---------------------------------------------
FS-IP LLC and Advance Science Technologies, Inc. seek approval from
the U.S. Bankruptcy Court for the Southern District of New York to
hire Perkins Coie LLP as their legal counsel.
The firm will advise the Debtors regarding their duties under the
Bankruptcy Code; negotiate with creditors; give advice regarding
any contemplated sale of assets or business combination; assist in
the implementation of a plan of reorganization; and provide other
legal services related to their Chapter 11 cases.
The firm's hourly rates range from $220 to $1,240 for lawyers and
$125 to $405 for paralegals.
Alan Smith, Esq., and Schuyler Carroll, Esq., the attorneys who
will be handling the cases, charge $780 per hour and $1,035 per
hour, respectively.
As of the petition date, Perkins Coie holds a retainer with an
unapplied balance of approximately $7,224.20.
Perkins Coie is a "disinterested person" as defined in section
101(14) of the Bankruptcy Code, according to court filings.
The firm can be reached through:
Schuyler G. Carroll, Esq.
Alan D. Smith, Esq.
Perkins Coie LLP
30 Rockefeller Center, 22nd Floor
New York, NY 10112-0085
Tel: 212.262.6900
Fax: 212.977.1649
Email: scarroll@perkinscoie.com
Email: adsmith@perkinscoie.com
About FS-IP and Advance Science Technologies
FS-IP LLC and Advance Science Technologies, Inc. are privately held
companies that provide data processing, hosting, and related
services. FS-IP LLC and Advance Science are wholly owned
subsidiaries of Fortior Solutions, Inc., and are headquartered in
Hillsboro, Oregon.
The Debtors sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D.N.Y. Lead Case No. 17-13668) on December 29, 2017.
Sean Sullivan, their vice-president and treasurer, signed the
petitions.
At the time of the filing, each Debtor disclosed that it had
estimated assets of less than $1 million and liabilities of $50
million to $100 million.
Judge Stuart M. Bernstein presides over the cases.
GENERAL NUTRITION: Bank Debt Trades at 8.58% Off
------------------------------------------------
Participations in a syndicated loan under which General Nutrition
Centers is a borrower traded in the secondary market at 85.4
cents-on-the-dollar during the week ended Friday, December 15,
2017, according to data compiled by LSTA/Thomson Reuters MTM
Pricing. This represents a decrease of 14.6 percentage points from
the previous week. General Nutrition Centers pays 250 basis points
above LIBOR to borrow under the $1.375 billion facility. The bank
loan matures on March 4, 2019 and Moody's B3 rating and Standard &
Poor's BB- rating. The loan is one of the biggest gainers and
losers among 247 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended December 15.
GETTY IMAGES: Bank Debt Trades at 10.87% Off
--------------------------------------------
Participations in a syndicated loan under which Getty Images Inc is
a borrower traded in the secondary market at 89.13
cents-on-the-dollar during the week ended Friday, December 15,
2017, according to data compiled by LSTA/Thomson Reuters MTM
Pricing. This represents an increase of 1.55 percentage points
from the previous week. Getty Images Inc pays 350 basis points
above LIBOR to borrow under the $1.900 billion facility. The bank
loan matures on Oct. 3, 2019 and Moody's B3 rating and Standard &
Poor's CCC rating. The loan is one of the biggest gainers and
losers among 247 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended December 15.
GLOBAL A&T: Court OKs Disclosures & Confirms Reorganization Plan
----------------------------------------------------------------
BankruptcyData.com reported that the U.S. Bankruptcy Court approved
Global A&T Electronics' Disclosure Statement and concurrently
confirmed its Joint Chapter 11 Plan of Reorganization. According to
documents filed with the Court, "The Plan provides for a
comprehensive restructuring of the Debtors' obligations, preserves
the going-concern value of the Debtors' business, maximizes
recoveries available to all constituents, provides for an equitable
distribution to the Debtors' stakeholders, and protects the jobs of
more than 10,000 employees. More specifically, and as described in
greater detail in the Disclosure Statement, the Plan provides for,
among other things, the issuance of approximately $665 million in
new 8.5% secured notes due 2022 to holders of GATE's Initial Notes
(i.e., 'Old' Notes) and Additional Notes (i.e., 'New' Notes), the
guarantee by the 'UMS' business held by GATE's equity owner, UTAC
Holdings Ltd., of such new secured notes, the issuance of
approximately 31 percent of the common equity in UTAC Holdings Ltd.
to GATE's 'New' bondholders, the settlement of long-standing
litigation against the Debtors and their equity sponsors, and,
following the effective date, UMS and GATE will be operated by a
single management team and owned by UTAC Holdings Ltd."
About Global A&T Electronics
Global A&T Electronics Ltd. is a subsidiary of UTAC Holdings Ltd.
that provides semiconductor assembly and test services for
integrated circuits for use in analog, mixed-signal and logic, and
memory products in the United States, Japan, rest of Asia, Europe,
and internationally.
UTAC Holdings and its subsidiaries are independent providers of
assembly and test services for a broad range of semiconductor chips
with diversified end uses, including in-communications devices
(such as smartphones, Bluetooth and WiFi), consumer devices,
computing devices, automotive devices, security devices, and
devices for industrial and medical applications. The company
offers its customers a full range of semiconductor assembly and
test services in these key product categories: analog, mixed-signal
and logic, and memory. UTAC's customers are primarily fabless
companies, integrated device manufacturers and wafer foundries.
UTAC is headquartered in Singapore, with production facilities
located in Singapore, Thailand, Taiwan, China, Indonesia and
Malaysia. The company's global sales network is broadly focused on
five regions: the United States, Europe, China and Taiwan, Japan,
and the rest of Asia. The Debtors have 10,402 full-time
employees.
Global A&T and its affiliates sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. S.D.N.Y. Case Nos. 17-23931 to
17-23943) on Dec. 17, 2017. Michael E. Foreman, general counsel
and authorized officer, signed the petitions.
At the time of the filing, the Debtors estimated assets of $500
million to $1 billion and liabilities of $1 billion to $10
billion.
Judge Robert D. Drain presides over the cases.
The Debtors hired Kirkland & Ellis LLP as their bankruptcy counsel;
Moelis & Company Asia Limited and Moelis & Company LLC as financial
advisors; Alvarez & Marsal North America, LLC and Alvarez & Marsal
(SE Asia) Pte. Ltd. as restructuring advisors; and Prime Clerk LLC
as notice, claims and balloting agent.
GOLFSMITH INT'L: Proposes Procedures for Claims Settlement
----------------------------------------------------------
BankruptcyData.com reported that Golfsmith International Holdings
and its official committee of unsecured creditors filed with the
U.S. Bankruptcy Court a joint motion for entry of an order
establishing procedures for the allowance, settlement and payment
of 503(b)(9) claims. The motion notes, "As part of the Global
Settlement, the Debtors, the Creditors' Committee, and the Second
Lien Parties decided and agreed that, under the facts of these
cases where confirming a chapter 11 plan is not a reasonable
possibility, resolving 503(b)(9) Claims through the 503(b)(9)
Procedures was far more cost-effective and efficient than the
traditional claims reconciliation process of setting a bar date and
filing and prosecuting omnibus claims objections. Importantly, in
the absence of the Global Settlement, which includes the 503(b)(9)
Procedures contemplated herein and the creation of a $1.25 million
reserve for the benefit of the holders of 503(b)(9) Claims, it is
unclear whether the holders of 503(b)(9) claims would receive any
recovery. Since the closing of the Sales, the Debtors, the
Creditors' Committee, the Second Lien Trustee, Fairfax Financial
Holdings Limited, and certain investment funds managed by CI
Investments, the 'Second Lien Parties' have been in negotiations
regarding the use of the Second Lien Collateral to pay, among other
things, the 503(b)(9) Claims. In particular, the Creditors'
Committee has asserted that the Debtors may surcharge the Second
Lien Collateral to pay such claims while the Second Lien Parties
have asserted that such a surcharge is improper." The Court
scheduled a Jan. 23, 2018 hearing to consider the settlement
motion.
About Golfsmith International
Headquartered in Austin, Texas, Golfsmith International Holdings,
Inc., the parent company of Golfsmith International, Inc., is a
holding company. The Company is a specialty retailer of golf and
tennis equipment, apparel, footwear and accessories. The Company
operates as an integrated multi-channel retailer, providing its
customers the convenience of shopping in the retail stores across
United States, through its Internet site,
http://www.golfsmith.com/,and from its catalogs.
The Company offers a product selection that features national
brands, pre-owned clubs and its branded products. It offers a
number of customer services and customer care initiatives,
including its club trade-in program, 30-day playability guarantee,
115% low-price guarantee, its credit card, in-store golf lessons,
and SmartFit, its club-fitting program. As of Jan. 1, 2011, the
Company operated 75 stores in 21 states and 33 markets.
Golfsmith International Holdings, Inc., and 12 affiliates filed
Chapter 11 petitions (Bankr. D. Del. Case No. 16-12033) on Sept.
14, 2016. The petitions were signed by Brian E. Cejka, chief
restructuring officer. The Debtors are represented by Mark D.
Collins, Esq., John H. Knight, Esq., Zachary I. Shapiro, Esq., and
Brett M. Haywood, Esq., at Richards, Layton & Finger, P.A., in
Wilmington, Delaware; and Michael F. Walsh, Esq., David N.
Griffiths, Esq., and Charles M. Persons, Esq., at Weil, Gotshal &
Manges LLP, in New York.
The Debtors' financial advisor is Alvarez & Marsal North America,
LLC. The Debtors' investment banker is Jefferies LLC. The
Debtors' claims, noticing and solicitation agent is Prime Clerk
LLC. Pope Shamsie & Dooley LLP serves as tax accountants.
At the time of filing, the Debtor estimated assets and liabilities
at $100 million to $500 million.
Andrew Vara, acting U.S. trustee for Region 3, on Sept. 23, 2016,
appointed seven creditors to serve on the official committee of
unsecured creditors. The Committee hired Cooley LLP as lead
counsel, Chaitons LLP as Canadian counsel, Polsinelli PC as
Delaware counsel, Province, Inc. as financial advisor, and A&G
Realty Partners as real estate advisor.
* * *
In November 2016, Golfsmith received Bankruptcy Court approval to
sell its retail operations to a joint venture of Dick's Sporting
Goods and liquidators Hilco Global, Gordon Brothers and Tiger
Capital Group. As widely reported, the deal is for $69 million and
will result in 30 stores remaining operational, while 59 will be
subject to going-out-of-business sales.
The company also has separately sold its Canadian assets, which
deal closed in early November. The buyer has entered into a
transitional services agreement with Golfsmith to help manage the
Canadian business.
In January 2017, Golfsmith received court approval to sell its
corporate headquarters in Austin, Texas, for $22.5 million, to BH
Management Inc., the lone bidder for the property.
GRAND CANYON RANCH: FCI Files 2nd Amended Disclosure Statement
--------------------------------------------------------------
On December 11, 2017, Fann Contracting Inc., a holder of an
unsecured claim against Grand Canyon Ranch, LLC, filed a Second
Amended Disclosure Statement to accompany its Third Amended Plan of
Liquidation in Grand Canyon Ranch's bankruptcy case before the U.S.
Bankruptcy Court for the District of Nevada.
Under the plan, Fann will receive a pro rata distribution of all
funds received by the estate in an amount of no less than
$500,000.
Holders of allowed general unsecured claims, excepting Fann, shall
receive pro rata distribution on account of their claims from all
funds received by the estate. Their pro rata distribution shall be
reduced, if necessary, to ensure that Fann receives no less than a
$500,000 distribution and Fann may receive better treatment than
this class due to its contribution to the plan by Gallagher Bassett
and Liberty Mutual.
If Fann's contention that the Trustee's counsel's fees should be in
the amount of $325,000 is upheld, then Fann will not receive a
larger pro rata distribution than other unsecured creditors.
However, if the amount claimed by Garman Turner Gordon LLP (GTG) of
$590,836.93 is allowed, then there will only be approximately
$80,000 remaining from the settlement amount for distribution to
unsecured creditors. Fann will not be able to receive a pro rata
distribution of $500,000 as there will not be funds available to
satisfy this amount. Even including the $200,000 contribution from
Liberty Mutual and Gallagher Bassett, the amount available for
unsecured creditors in total will be only $280,000. Fann is the
largest unsecured creditor and makes up approximately 90% of all
unsecured creditors.
The secured claims of the Arizona Department of Revenue (AZDOR) and
the Internal Revenue Services (IRS) in the combined amount of
$37,120.97 will be paid in full, in cash, on the effective date.
Equity interests will be cancelled.
The funding for the plan consists of the proceeds received by the
estate pursuant to the settlement and purchase of the Frontier
property by Mared for $1,750,000 of which the estate will net
$850,000 as $900,000 is earmarked for, and will be immediately
transferred to, the Canyon Rock Parties outside of the plan.
In addition, within 30 days after the effective date, Liberty
Mutual and Gallagher Basset will each pay $100,000 into the estate,
for a total contribution of $200,000, in order to fully and finally
settle the Fann litigation and in exchange for full releases of
Liberty Mutual, Gallagher Basset, and Fann by the estate.
Further, Fann intends to pursue reimbursement and/or equitably
marshal the claims of the AZDOR, and the Nevada Dept. Employment,
Training, and Rehabilitation (NDETR) among other claims, as those
claims are the co-responsibility of the Mared Parties and the
Canyon Rock Parties. The plan provides that NDETR must first
pursue their claims against the non-debtor entities before seeing a
distribution from the estate.
Full-text copies of Fann Contracting's disclosure statement and
plan are available at:
http://bankrupt.com/misc/nvb15-1414-btb-623.pdf
http://bankrupt.com/misc/nvb15-14145-btb-621.pdf
Fann Contracting is represented by:
Blakeley E. Griffith, Esq.
SNELL & WILMER L.L.P.
3883 Howard Hughes Pkwy., Suite 1100
Las Vegas, NV 89169
Tel: (702)784-5200
Fax: (702)784-5252
Email: bgriffith@swlaw.com
-- and --
Donald L. Gaffney, Esq.
SNELL & WILMER, L.L.P.
One Arizona Center, Suite 1900
400 East Van Buren Street
Phoenix, AZ 85004-2202
Tel: (602)382-6000
Fax: (602)382-6070
Email: dgaffney@swlaw.com
-- and --
Robert P. Mougin, Esq.
Merielle R. Enriquez, Esq.
KRING & CHUNG, LLP
1050 Indigo Drive, Suite 200
Las Vegas, NV 89145-8870
Tel: (702)260-9500
Fax: (702)260-9434
Email: rmougin@kringandchung.com
menriquez@kringandchung.com
-- and --
D. Kim Lough, Esq.
Matthew H. Sloan, Esq.
JENNINGS, HAUG & CUNNINGHAM L.L.P.
2800 North Central Avenue, Suite 1800
Phoenix, AZ 85004
Tel: (602)234-7800
Email: dkl@jhc-law.com
mhs@jhc-law.com
About Grand Canyon Ranch
Headquartered in Las Vegas, Nevada, Grand Canyon Ranch, LLC, filed
for Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No.
15-14145) on July 20, 2015, estimating its assets at between $1
million and $10 million and its liabilities at between $10 million
and $50 million. The petition was signed by Nigel Turner,
manager.
Judge August B. Landis presides over the case.
Matthew L. Johnson, Esq., at Johnson & Gubler, P.C., serves as the
Debtor's bankruptcy counsel.
GREEN TERRACE: Trustee Taps Rossin & Burr as Special Counsel
------------------------------------------------------------
The Chapter 11 trustee for Green Terrace Condominium Association,
Inc. seeks approval from the U.S. Bankruptcy Court for the Southern
District of Florida to hire a special counsel.
Robert Furr, the bankruptcy trustee, proposes to employ Rossin &
Burr, PLLC to provide legal advice and prepare all documentation
related to condominium association law.
The firm will charge an hourly fee of $275 for his services.
Robert Burr, Esq., a member of Rossin & Burr, 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:
Robert B. Burr, Esq.
Rossin & Burr, PLLC
1550 Southern Blvd., Suite 100
West Palm Beach, FL 33406
Tel: (561) 655-8994
Email: rbb@rossinburrlaw.com
About Green Terrace Condominium
Green Terrace Condominium Association, Inc., based in West Palm
Beach, Fla., filed a Chapter 11 petition (Bankr. S.D. Fla. Case No.
17-19188) on July 21, 2017. In its petition, the Debtor estimated
less than $500,000 in assets and $1 million to $10 million in
liabilities. The petition was signed by Kolman Kenigsberg as
receiver for the Debtor.
Judge Paul G. Hyman, Jr., presides over the case. Eric A Rosen,
Esq., at Fowler White Burnett, P.A., serves as bankruptcy counsel.
The Debtor employs Davenport Property Management as property
manager.
A list of the Debtor's 16 unsecured creditors is available for free
at:
http://bankrupt.com/misc/flsb17-19188.pdf
HERALD MEDIA: Hires Epiq Bankruptcy as Administrative Advisor
-------------------------------------------------------------
Herald Media Holdings, Inc. and its affiliated debtors and
debtors-in-possession seek authority from the U.S. Bankruptcy Court
for the District of Delaware to hire Epiq Bankruptcy Solutions, LLC
as administrative advisor.
The administrative services that Epiq will render 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 these cases;
c. provide a confidential data room;
d. provide assistance with preparation of the Debtors'
schedules of assets and liabilities and statements of financial
affairs;
e. generate, provide and assist with claims objections,
exhibits, claims reconciliation and related matters;
f. manage any distributions pursuant to any confirmed chapter
11 plan in these cases; and
g. provide such other claims processing, noticing,
solicitation, balloting, and administrative services described in
the Services Agreement, but not included in the Section 156(c)
Application, as may be requested by the Debtors from time to time.
Brian Hunt, Senior Consultant with Epiq Bankruptcy Solutions, LLC,
attests that Epiq is a "disinterested person," as that term is
defined in Bankruptcy Code section 101(14).
Epiq Systems hourly rates are:
Clerical/Administrative Support $25.00 – $45.00
IT / Programming $65.00 – $85.00
Case Managers $70.00 – $165.00
Consultants/ Directors/Vice Presidents $160.00 – $190.00
Solicitation Consultant $190.00
Executive Vice President, Solicitation $215.00
Executives No Charge
Communication Consultant Quoted at time
of request
The firm can be reached at:
Brian Hunt
Epiq Bankruptcy Solutions, LLC
777 Third Avenue
11th and 12th Floors
New York, NY 10017
Tel: 212 225 9200
About Boston Herald
Headquartered in Boston, Massachusetts, Boston Herald, Inc., Herald
Interactive Inc., Herald Media, Inc. and Herald Media Holdings,
Inc., collectively operate privately owned information and
entertainment businesses consisting of the flagship newspaper, The
Boston Herald, as well as a related website, internet radio
station, and mobile applications.
Herald Media Holdings, Inc., and three affiliates filed for Chapter
11 bankruptcy protection (Bankr. D. Del. Lead Case No. 17-12881) on
Dec. 8, 2017.
Herald Media reported total assets of $6.02 million and total
liabilities of $31 million as of the bankruptcy filing.
The Hon. Laurie Selber Silverstein is the case judge.
Morris, Nichols, Arsht & Tunnell LLP, is serving as lead counsel to
the Debtors. Epiq Bankruptcy Solutions, LLC, is the claims and
noticing agent.
HOBBICO INC: Case Summary & 30 Largest Unsecured Creditors
----------------------------------------------------------
Lead Debtor: Hobbico, Inc.
1295 H St.
P.O. Box 227
Penrose, CO 81240
Type of Business: Hobbico, Inc. -- https://www.hobbico.com -- is
engaged in the design, manufacturing, marketing
and distribution of thousands of hobby products
including radio-control and general hobby
products. The company's merchandise includes a
wide variety of radio-control models from cars
and boats to airplanes and helicopters.
Hobbico began in 1971 with just two people and
now employs over 650 individuals in facilities
that include its West Coast distribution center
in Reno, Nevada, facilities in Penrose, Colorado
and Elk Grove Village, Illinois and its
corporate headquarters in Champaign, Illinois.
Founded in 1958, Estes --
https://www.estesrockets.com -- is a
manufacturer of innovative hobby products for
the model rocket industry.
Chapter 11 Petition Date: January 10, 2018
Affiliates that simultaneously filed Chapter 11 petitions:
Debtor Case No.
------ --------
Hobbico, Inc. 18-10055
Estes-Cox Corp. 18-10054
Axial R/C Inc. 18-10056
Great Planes Model Manufacturing, Inc. 18-10057
Revell Inc. 18-10058
Tower Hobbies, Inc. 18-10059
United Model, Inc. 18-10060
Court: United States Bankruptcy Court
District of Delaware (Delaware)
Judge: Hon. Kevin Gross
Debtors'
General
Bankruptcy
Counsel: Mark A. Berkoff, Esq.
Nicholas M. Miller, Esq.
Thomas C. Wolford, Esq.
NEAL, GERBER & EISENBERG LLP
Two North LaSalle Street, Suite 1700
Chicago, Illinois 60602
Tel: (312) 269-8000
Fax: (312) 269-1747
E-mail: mberkoff@nge.com
nmiller@nge.com
twolford@nge.com
Debtors'
Local
Bankruptcy
Counsel: Robert J. Dehney, Esq.
Curtis Miller, Esq.
Matthew O. Talmo, Esq.
MORRIS, NICHOLS, ARSHT & TUNNELL LLP
1201 N. Market Street
P.O. Box 1347
Wilmington, DE 19899-1347
Tel: (302) 658-9200
Fax: (302) 658-3989
E-mail: rdehney@mnat.com
cmiller@mnat.com
mtalmo@mnat.com
Debtors'
Investment
Banker: LINCOLN INTERNATIONAL LLC
Debtors'
Restructuring
Advisors: KEYSTONE CONSULTING GROUP, LLC
- and -
CR3 PARTNERS, LLC
Debtors'
Notice &
Claims
Agent: JND CORPORATE RESTRUCTURING
Web site: http://www.jndla.com/cases/hobbico
Hobbico's
Estimated Assets: $10 million to $50 million
Hobbico's
Estimated Debt: $100 million to $500 million
The petitions were signed by Tom S. O'Donoghue, Jr., chief
restructuring officer.
A full-text copy of Hobbico's petition is available for free at:
http://bankrupt.com/misc/deb18-10054.pdf
Debtors' Consolidated List of 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Futaba Corp. Trade Debt $2,265,026
B-Wing, Nakase, Mihama-Ku
Chiba 261-01 Japan
Fax: 81 43-296-5124
Email: info@futaba.com
Feishen Trade Debt $1,890,326
98 Beihu Road, Hardware Science
Technology Industrial Zone
Yongkang, 321300 Japan
Fax: 865-798-729-5396
Email: hkweb24@globalsources.com
TT Solutions, Inc. Trade Debt $1,701,488
Guishan Dist.
Taoyuan City, TW 333 Taiwan
Fax: 866-2766-366
Email: info@ttsolutions.net
Creata Macao Commercial Trade Debt $1,355,964
Alameda Dr., Carlos No. 180
D'Assummpcao Tong Nam Ah
Central Comercio, China
Fax: 650-579-7937
Email: info@importgenius.com
Drinker Biddle & Reath LLP Professional $1,220,497
18th & Cherry Streets Services
Philadelphia, PA 19103
Fax: (312) 569-3470
Email: edwin.getz@dbr.com
Youli Plastic Manufacture Co. Ltd. Trade Debt $1,010,789
Taishi Industrial Zone
Guangzhou, China
Fax: 86-577-62767092
Email: hkweb24@globalsources.com
Tamiya America, Inc. Trade Debt $638,420
36 Discovery Way, Suite 200
Irvine, CA 92618
Fax: (949) 362-2250
Email: us_support@tamiya.com
Flyon Electronic Co. Ltd. Trade Debt $520,576
No. 6 Jingyuan Rd.
Jida Zhuhai, China
Fax: 86-591-87534392
Email: flying@flyingtechnology.com
United Parcel Service Professional $397,428
Lockbox 577 Services
Carol Stream, IL 60132
Fax: (800) 833-0056
Email: postalone@email.usps.gov
Associated Electrics Trade Debt $354,726
26021 Commercentre Dr.
Lake Forest, CA 92630
Fax: (949) 544-7501
Email: service@aeteam.net
Guangzhou Youli Plastic Mfg. Co. Trade Debt $276,229
7 The Keer Road, Taishi Industrial
Zone Dongchong Town, Panyu
Guangzhou, China
Fax: 86-20-83281117
Email: yanghuimin@mail.china.cn
Testors Corporation Trade Debt $258,033
11 E. Hawthorn Parkway
Vernon Hills, IL 60061
Fax: (800) 782-3369
Email: customerservice@testors.com
Proline Trade Debt $237,317
Email: customerservice@prolineracing.com
RC4WD Trade Debt $226,344
Email: support@rc4wd.com
Guide Link Limited Trade Debt $212,445
Email: info@glltd.com
Mile Hao Trade Debt $180,482
Yitianfu Electronics Tech. Co. Ltd. Trade Debt $179,373
Woodland Trade Debt $174,841
Email: sales@woodlandscenics.com
Hitec RCD USA, Inc. Trade Debt $161,301
Email: service@hitecrcd.com
Bachmann Industries, Inc. Trade Debt $146,293
Email: service@bachmanntrains.com
Osmax Trade Debt $140,836
Email: e-info@os-engines.co.jp
Hot Racing, Inc. Trade Debt $136,092
Email: help@hot-racing.com
Shanghai Merit Technology Trade Debt $132,773
Email: sales@meritrc.com
Redcat Racing Trade Debt $111,284
Email: support@redcatracing.com
LSC Communications US, LLC Professional $108,817
Email: brett.vonholten@lsccom.com Services
Xing Yu Trade Debt $96,947
Email: cs@xy-aviation.com
Phoenix Models Trade Debt $95,655
Email:
contact@phoenixmodel.com
robert@phoenixmodel.com
Landing Products Trade Debt $93,353
Email: customer-service@apcprop.com
Maisto International, Inc. Trade Debt $88,392
Tag Along Associates, LP Landlord $88,303
HUDSON HOSPITALITY: $3.6M Sale of Stonington Property to Patel OK'd
-------------------------------------------------------------------
Judge James J. Tancredi of the U.S. Bankruptcy Court for the
District of Connecticut authorized Hudson Hospitality Holdings,
LLC's sale of tracts or parcels of land situated in Stonington,
Connecticut, along with personal property and improvements located
thereon, to Yogesh N. Patel for $3,550,000.
The Sale Hearings was held on Dec. 27, 2017 and Jan. 5, 2018.
The sale is free and clear of all liens, claims, interests, and
encumbrances.
No employee or former employee of the Debtor will be deemed to be
an employee of the Purchaser absent an agreement between the
Purchaser and the employee or former employee establishing new
terms of employment. The Purchaser will not be liable for any
broker's fee, finder's fee, or similar fee relating in any manner
to the Sale.
The Order and the Order entered in connection herewith will be
effective immediately upon entry and Federal Rules of Bankruptcy
Procedure 6004(g) is waived, and no automatic stay of execution,
pursuant to Rule 62(a) of the Federal Rules of Civil Procedure,
applies with respect to the Order and/or the Judgment Order entered
in connection therewith.
The allocation of the purchase price under the Agreement will not
prejudice any party. The assignment of any executory contract will
be made upon further order of the Court upon the Debtor's motion to
assume and assign any such executory contract.
On or prior to the Closing Date, the Purchaser agrees to adopt a
written policy with respect to protection of the confidentially of
personally identifiable information regarding the customers and
employees of the Debtor and other persons not affiliated with the
Debtor substantially similar in all material respects to those
included in the written privacy policies of the Debtor in effect as
of the date of this Agreement, if any. From and after the Closing
Date, he will comply with such policy, or such successor policies
adopted by Purchaser from time-to-time, and applicable law with
respect to the protection of such personally identifiable
information.
About Hudson Hospitality Holdings
Hudson Hospitality Holdings, LLC, owns and operates a 147-room
hotel in Mystic, Connecticut.
Hudson Hospitality filed a Chapter 11 bankruptcy petition (Bankr.
D. Conn. Case No. 17-20717) on May 17, 2017. Madeline
Penachio-Konigsberg, its sole member, signed the petition. The
Debtor estimated $1 million to $10 million in assets and
liabilities.
Judge James J. Tancredi presides over the case.
Zeisler & Zeisler PC serves as counsel to the Debtor. Matthew J.
Walston of Walston & Ignagni, PC, is the Debtor's chief
restructuring officer. The
Debtor hired Keen-Summit Capital Partners, LLC as its real estate
advisor and Walston & Ignagni, PC as its accountant.
No trustee, examiner or committee has been appointed in the
Debtor's chapter 11 case.
ILLINOIS INSTITUTE: Fitch Affirms BB Rating on 2 Bond Tranches
--------------------------------------------------------------
Fitch Ratings has affirmed the 'BB' rating on the following
outstanding Illinois Finance Authority (the authority) revenue
bonds issued on behalf of Illinois Institute of Technology (IIT):
-- $144.8 million series 2006A bonds;
-- $26.3 million series 2009A bonds.
The Rating Outlook is revised to Positive from Stable.
SECURITY
A note secures IIT's obligations under a loan agreement with the
authority. The institute's obligation pursuant to the note is a
general obligation. The authority pledges and assigns its interest
and rights in the IIT loan agreement and note to the trustee. IIT
makes payments directly to the trustee in an amount sufficient for
debt service. The series 2009A bonds are further secured by a
cash-funded debt service reserve fund.
KEY RATING DRIVERS
IMPROVED FINANCIAL CUSHION: IIT's balance sheet ratios will improve
materially due to the sale of one of its wireless channels. Pro
forma available funds (AF)-to-operating expenses will improve to
44% and AF-to-debt to 60%.
STABLE OPERATING RATIOS: Operations have stabilized over the last
several years. In fiscal 2017, IIT recorded its first positive
adjusted operating margin in years (0.9%). While a one-time
unplanned drop in graduate enrollment will affect results in fiscal
2018, Fitch expects the Institute's margins generally to be
break-even or better in the coming years.
MIXED STUDENT DEMAND: Undergraduate FTEs have been relatively
stable in recent years, although they declined 2.9% in fall 2017.
Graduate FTEs declined 11.9% in fall 2017, which was due to
one-time disruptions for student Visas from India (which IIT has
worked to remedy). Law school FTEs have stabilized after a
multi-year national trend of falling law school enrollment. IIT has
diversified its student recruiting in recent years.
MANAGEABLE DEBT BURDEN AND ADEQUATE COVERAGE: In fiscal 2017, IIT's
maximum annual debt service (MADS) burden was a manageable 5.9%,
and MADS coverage was a sound 1.6x. The institute does not have new
money debt plans in the coming years.
RATING SENSITIVITIES
REBOUND IN ENROLLMENT AND STABLE OPERATING RATIOS: Given the
improved balance sheet position from the cash infusion in February
2018, an upgrade may be warranted if Illinois Institute of
Technology is able to demonstrate that it has addressed the
unplanned graduate enrollment decline from India and overall
enrollment stabilizes. An upgrade considers Fitch's expectation
that while IIT's bottom-line results may be stressed in fiscal 2018
due to the one-time drop in graduate enrollment, over the long-term
the Institute will sustain at least breakeven adjusted operating
results given management's renewed focus on operating efficiency.
INFORMATICA LLC: Moody's Rates New $1.96BB 1st Lien Loans 'B2'
--------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Informatica LLC's
approximately $1.96 billion of proposed senior 1st lien credit
facilities. Informatica's other ratings, including its B3 Corporate
Family Rating (CFR), B3-PD Probability of Default Rating and the
Caa2 ratings for its senior unsecured notes, and the stable ratings
outlook are not affected. The company will use the proceeds from
the new credit facilities to refinance existing term loan
borrowings.
RATINGS RATIONALE
The proposed refinancing will be leverage-neutral and Informatica
expects to realize interest expense savings of at least $7 million
annually. The B3 CFR reflects Informatica's elevated financial
leverage and modest revenue growth outlook over the next 12 months.
The company faces challenges in executing its business
transformation as demand for its legacy, on-premise software
applications has declined and shifted toward smaller,
subscription-based purchases. The ongoing transition from perpetual
license sales to subscription sales will weigh on revenues,
profitability and cash generation at least over the next 12 to 18
months and Moody's expects leverage to remain near 8x (Moody's
adjusted, including change in deferred revenues) over this period.
The rating is supported by Informatica's good operating scale,
leading products in multiple segments of the enterprise data
management software market, and growing recurring revenues
comprising subscription and software maintenance services. Moody's
expects Informatica to generate free cash flow of about mid-single
digit percentages of total debt over the next 12 to 18 months.
Moody's assigned the following ratings:
Issuer: Informatica LLC
-- $1.424 billion of senior secured term loan B -- B2 (LGD3)
-- EUR442 million of senior secured term loan B -- B2 (LGD3)
Informatica is a leading independent provider of enterprise data
management software and services. The company is owned by funds
affiliated with Permira Advisers and Canada Pension Plan Investment
Board.
INGEVITY CORP: Fitch Rates New $300MM Senior Unsecured Notes 'BB'
-----------------------------------------------------------------
Fitch Ratings has assigned a rating of 'BB/RR4' to Ingevity Corp.'s
(NYSE: NGTV) new $300 million senior unsecured notes due 2026.
Proceeds of the notes are expected to be used to finance the
acquisition of Georgia-Pacific's pine chemicals business for $315
million.
Ingevity Corp. was spun off from WestRock Co. on May 16, 2016. The
rating reflects the company's modest size, strong margins owing to
technological and market leadership in activated carbon for auto
emissions control, and modest leverage. The Stable Rating Outlook
reflects Fitch's view that the company will deleverage to a funds
from operations (FFO) net leverage below 3.0x following the
acquisition of Georgia-Pacific's pine chemicals business.
KEY RATING DRIVERS
Pending Acquisition to Increase Leverage: Ingevity agreed to
acquire Georgia-Pacific's pine chemicals business in August 2017
for $315 million in cash using cash on hand and proceeds of the new
notes to fund the purchase price. The business has estimated LTM
June 30, 2017 sales of $105 million and EBITDA of $35 million. The
acquisition is expected to add scale, complementary products, $11
million in logistics and manufacturing synergies, and tax benefits.
Fitch believes total debt to EBITDA at the end of 2018 would be
2.9x, but could drop to 2.4x in 2019 with prepayment of the term
loan. Fitch expects FFO-adjusted net leverage is to drop below 3.0x
by the end of 2020.
Activated Carbon Growth Fundamentals: Volume in the Performance
Materials segment is driven by gasoline vapor emissions regulation.
The company has a very high market share and technology leadership
which should enable segment EBITDA margins to be sustained over
35%. Regulations are already in place in the U.S. and Canada to
phase in control systems that make more use of higher margin
activated carbon and other regions are expected to follow over
time.
The company completed a $100 million manufacturing facility in
Zhuhai, China in the fourth quarter of 2015 to take advantage of
future growth in the region and for export. The facility is running
at 30% of capacity currently. Existing capacity should support
projected growth through 2019, when spending on additional capacity
may be required.
Challenges to Tall Oil Business: The drop in oil prices pressured
Ingevity's Performance Chemicals segment, which sells chemicals
derived from co-products of the kraft paper pulping process and
competes with products derived from petroleum to some degree.
Current capacity utilization is in the 80% range, compared with
100% in 2013 and 2014.
The oil field technologies end-market, including well service
additives, suffered from reduced domestic production. The pavement
technologies end-market benefits from specific characteristics to
extend road life and reduce energy usage and should benefit from
any increase in infrastructure spending. Ink resins suffered from
reduced print related to electronic delivery of written material.
Short Stand-Alone History: The company has only been public since
May 16, 2016. The company does, however, have a long operating
history and scant environmental or pension exposure. The transition
of Ingevity from corporate services previously supplied by WestRock
Co. has largely been completed.
DERIVATION SUMMARY
Ingevity Corp. is smaller than issuers with credit opinions in the
bb* category such as Axalta Coatings Systems, Ltd, Ashland Global
Holdings, Inc. and W.R.Grace & Co. but has a conservative capital
structure. Ingevity's FFO net leverage is expected to trend below
3x compared to BB category medians of 3.4x.
KEY ASSUMPTIONS
Fitch's Key Assumptions Within Fitch Rating Case for the Issuer
-- Performance Chemicals revenues grow 2% in 2017 and with the
acquisition of Georgia-Pacific's pine oil chemicals business
in 2018. No further improvement is forecast.
-- Performance Materials revenues grow at 12% in 2017 and 7% per
annum thereafter.
-- Performance Materials EBITDA margins at 40%.
-- Capex at about 1.5x depreciation and amortization levels.
-- No dividends.
-- Share repurchases of about $3 million per annum.
-- Acquisition of Georgia-Pacific's pine oil chemicals occurs in
the beginning of 2018 upon disclosed terms financed by new
notes.
RATING SENSITIVITIES
Developments that May, Individually or Collectively, Lead to
Positive Rating Action
-- Recovery in the Performance Chemicals segment resulting in
segment EBITDA sustainably higher than $100 million and
segment EBITDA margins of at least 16%.
-- FFO net leverage sustainably below 2.5x.
Developments that May, Individually or Collectively, Lead to
Negative Rating Action
-- Deterioration in Performance Materials segment EBITDA margins
to below 35% on average.
-- Consolidated EBITDA margins sustained below 20%.
-- FFO net leverage sustainably above 3.0x on average.
LIQUIDITY
Sufficient Liquidity: The August 2017 amendment bolstered liquidity
by increasing the term loan by $75 million to $375 million and the
revolver by $150 million to $550 million, and extended the maturity
of the facilities by one year to May 2022 from May 2021. At Sept.
30, 2017, cash on hand was $70 million and the revolver was undrawn
(utilized for $1.8 million in LOC).
FULL LIST OF RATING ACTIONS
Fitch has assigned the following rating:
Ingevity Corporation
-- $300 million senior unsecured notes due 2026 'BB/RR4'.
Fitch currently rates Ingevity as follows:
Ingevity Corporation
-- Long-term IDR 'BB';
-- Senior secured revolving credit facility 'BB+/RR1';
-- Senior secured term loan 'BB+/RR1';
-- Senior unsecured debt 'BB/RR4'.
INGEVITY CORP: Moody's Assigns 'Ba2' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service has assigned first-time ratings to
Ingevity Corporation, including a Ba2 Corporate Family Rating
("CFR") and a Ba3 rating to the company's proposed $300 million
senior unsecured notes. Proceeds will be used to fund the planned
acquisition of pine chemicals business from Georgia-Pacific LLC (A3
stable), which was announced in August 2017 and expected to close
by early 2018. The rating outlook is stable.
Assignments:
Issuer: Ingevity Corporation
-- Corporate Family Rating, Assigned Ba2
-- Probability of Default Rating, Assigned Ba2-PD
-- Speculative Grade Liquidity Rating, Assigned SGL-2
-- Senior Unsecured Notes, Assigned Ba3 (LGD 5)
-- Outlook, Assigned Stable
The assigned ratings are subject to Moody's review of the final
terms and conditions of the proposed transaction.
RATINGS RATIONALE
The Ba2 CFR reflects Ingevity's strong profitability, ample free
cash flow generation with a modest debt leverage and conservative
financial policy, but also takes into account its relatively small
business scale, reliance on key raw material suppliers and a short
operating history after its spin-off from WestRock Company (Baa2,
stable) in 2016.
The acquisition of pine chemicals business from Georgia-Pacific for
about $315 million will increase adjusted debt/EBITDA from 2.1x as
of Sep 2017 to about 2.8x, which is within the expected range for
the Ba2 CFR. Moody's expect the company will continue to generate
free cash flow in 2018 to reduce debt, as restructured crude tall
oil supply contracts become more favorable for pine chemicals and
increasingly stringent gasoline vapor emission regulations
stimulates growth in activated carbon business.
Ingevity's pine chemicals business, which reported its EBITDA
margin rising to 21.5% in Q3 2017, will strengthen its market
position and generate business synergies once the acquisition of
complementary pine chemicals business from Georgia-Pacific LLC is
completed. The acquisition will also diversify the long-term supply
of crude tall oil (CTO), a key the raw material, for Ingevity's
pine chemicals business.
Ingevity's EBITDA margin, including Moody's analytical adjustments,
averaged 24.5% over the last five years, primarily due to its
leading market position in activated carbon. Chemical Materials,
which focuses on high-value activated carbon for automotive
applications, will experience revenue growth and a robust EBITDA
margin of about 40% based on its market leadership and the
increasingly stringent gasoline vapor emission regulations.
The Ba2 CFR is constrained by the company's small scale and
significant exposure to cyclical end markets, such as oilfield
services and industrial chemicals. Prices for CTO and its
derivative products are correlated to the crude oil and the
performance of the pine chemicals segment can be negatively
affected by oil price volatility and substitution from competing
products derived from crude oil, as evidenced in the earnings
weakness in 2015 and 2016. The company has a short standalone
operating history after its spin-off from WestRock and will
continue to source about half of its CTO needs from WestRock.
Moody's expects Ingevity to have good liquidity supported by
Moody's expectations of positive free cash flow in the next 12
months and significant availability under its revolving credit
facility. The company had $70.2 million cash on hand as of
September 30, 2017 and its upsized $550 million revolver currently
remains undrawn. Moody's expect the company to apply its free cash
flow to reduce debt in 2017 and 2018. Ingevity does not have any
debt maturities until the revolver expires in May 2022. Term loan
amortization is $9 million in 2018 and $19 million in 2019. The
upsized revolving credit facility has two financial covenants, a
maximum total leverage ratio covenant of 4.0x (up to 4.5x allowed
within four quarters after permitted acquisition), and a minimum
interest coverage covenant of 3.0x. Moody's expect the company to
maintain good availability under its revolver as well as remain in
compliance under its covenants. The majority of assets are
encumbered by the secured credit facilities.
The proposed senior unsecured notes is rated Ba3 due to its
effective subordination to the first-lien $375 million term loan
and $550 million largely undrawn revolver.
The stable rating outlook reflects Moody's expectations that
Ingevity will continue to grow its activated carbon business,
improve pine chemicals business performance and maintain strong
credit metrics over the next 12-18 months.
Moody's could upgrade the rating following a longer track record as
a stand-alone entity that would demonstrate the company's
commitment to the conservative financial policy and organic growth
and earnings improvement in the cyclical pine chemicals business.
The company would need to increase its business scale and
diversification, maintain its strong credit metrics, with
debt/EBITDA below 3 times and RCF/Debt over 20%, for an upgrade to
be considered.
The rating could be downgraded if the company's performance
deteriorated or it undertook a large debt-funded acquisition or
shareholder-friendly actions. Specifically, the rating could be
downgraded if EBITDA margin falls sustainably below 20%; or its
debt/EBITDA ratio rises above 3.5x and RCF/Debt declines to
mid-teens.
Headquartered in North Charleston, SC, Ingevity Corporation
(Ingevity) is a global manufacturer of pine-based chemicals
(Performance Chemicals segment) used in pavement technologies,
oilfield technologies and industrial specialties such as inks and
adhesives, and high performance carbon materials (Performance
Materials segment) used in gasoline vapor emission control systems
in fuel tanks, as well as applications for water, food, beverage
and chemical purification. In 2016, Performance Chemicals generated
approximately 67% of sales and 39% of EBITDA, with the rest from
Performance Materials. The company was spun off by WestRock Company
on May 15, 2016. On August 22, 2017, Ingevity announced that it
entered into an agreement with Georgia-Pacific LLC's pine chemical
business for a cash purchase price of $315 million. The company
expects to close on the transaction in early 2018. For the twelve
months ended September 30, 2017, the company generated
approximately $954 million of revenue.
The principal methodology used in these ratings was Global Chemical
Industry Rating Methodology published in December 2013.
INTELSAT JACKSON: Bank Debt Trades at 2.81% Off
-----------------------------------------------
Participations in a syndicated loan under which Intelsat Jackson
Holdings LTD is a borrower traded in the secondary market at 97.19
cents-on-the-dollar during the week ended Friday, December 15,
2017, according to data compiled by LSTA/Thomson Reuters MTM
Pricing. This represents a decrease of 1.17 percentage points from
the previous week. Intelsat Jackson Holdings LTD pays 375 basis
points above LIBOR to borrow under the $2 billion facility. The
bank loan matures on Nov. 27, 2023 and Moody's B1 rating and
Standard & Poor's B rating. The loan is one of the biggest gainers
and losers among 247 widely quoted syndicated loans with five or
more bids in secondary trading for the week ended December 15.
INTERNATIONAL SHOPPES: U.S. Trustee Unable to Appoint Committee
---------------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of International Shoppes, LLC as
of Jan. 8, according to a court docket.
About International Shoppes
Based in Windmere, Florida, International Shoppes, LLC, owns and
operates a shopping center located at 5600-5752 International
Drive, Orlando, FL 32819. The shopping center is across from the
Universal Studios theme park. The company was incorporated in
2006.
International Shoppes filed a Chapter 11 petition on December 4,
2017 (Bankr. M.D. Fla. Case No. 17-07549). The petition was signed
by Abdul Mathin, chief restructuring officer. David R. McFarlin,
Esq. at Fisher Rushmer, P.A. represents the Debtor as counsel.
At the time of filing, the Debtor estimated $1 million to $10
million in assets and $10 million to $50 million in liabilities.
International Shoppes first sought bankruptcy protection on Oct.
21, 2010 (Bankr. M.D. Fla. Case No. 10-18809).
IRB HOLDING: Moody's Rates Proposed $1.725BB Term Loan 'B1'
-----------------------------------------------------------
Moody's Investors Service assigned a B1 rating to IRB Holding
Corp's proposed $150 million senior secured revolving credit
facility and $1.575 billion senior secured term loan and a Caa1
rating to the company's proposed $485 million senior unsecured
notes. In addition, Moody's assigned IRB a B2 Corporate Family
Rating (CFR) and B2-PD Probability of Default Rating (PDR). The
outlook is stable.
Proceeds from the proposed senior secured bank facilities, along
with the $485 million of senior unsecured notes, $23 million from
Arby's VFN securitization revolver and approximately $890 million
of common equity contributed by affiliates of Roark Capital Group
(Roark) will be used to fund the acquisition of and repay
outstanding debt of Buffalo Wild Wings (BWW). Moody's ratings and
outlook are subject to receipt and review of final documentation.
"The ratings reflect IRB's high leverage and modest coverage pro
forma for the acquisition of BWW with leverage of about 6.5 times
and coverage of around 1.2 times for the LTM period ending October
1, 2017 and more challenged operating metrics of late" stated Bill
Fahy, Moody's Senior Credit Officer. "However, the ratings also
reflect IRB's material scale, multiple brands and very good
liquidity" stated Fahy.
Assignments:
Issuer: IRB Holding Corporation
-- Probability of Default Rating, Assigned B2-PD
-- Corporate Family Rating, Assigned B2
-- Senior Secured Bank Credit Facility, Assigned B1 (LGD3)
-- Senior Unsecured Regular Bond/Debenture, Assigned Caa1 (LGD5)
Outlook Actions:
Issuer: IRB Holding Corporation
-- Outlook, Assigned Stable
RATINGS RATIONALE
The B2 CFR reflects IRB's high leverage and modest coverage pro
forma for the acquisition of BWW with leverage of about 6.5 times
and coverage of around 1.2 times for the LTM period ending October
1, 2017 and more challenged operating metrics of late. The ratings
also consider the cost pressures associated with certain
commodities and labor, some level of geographic concentration by
brand and high level of competition particularly for bar & grill.
However, the ratings also reflect IRB's material scale, multiple
brands and franchised focused business model that helps add
stability to revenues and earnings. The ratings also factor in the
material amount of contributed equity to partially finance the
acquisition, it's very good liquidity and Moody's expectation that
free cash flow will remain positive with debt reduction over and
above required amortization.
The stable outlook reflects Moody's expectation that IRB
successfully executes and integrates the acquisition of BWW as
proposed and achieves the targeted levels of operating improvements
and costs synergies as anticipated. The outlook also reflects
Moody's expectation that the company maintains very good liquidity
and maintains a balanced financial policy.
An inability to achieve a sustained improvement in operating
performance and credit metrics over the 18 months following the
close of the acquisition could result in a downgrade. Specifically,
ratings could be downgraded in the event debt to EBITDA was above
6.0 times or EBIT to interest were below 1.3 times on a sustained
basis. Moreover, any deterioration in liquidity or the inability to
generate positive free cash flow could also result in a downgrade.
The ratings could be upgraded in the event a sustained improvement
in operating performance resulted in stronger credit metrics with
debt to EBITDA approaching 5.0 times and coverage of around 2.0
times. A higher rating would also require maintaining very good
liquidity.
The B1 rating on the bank facilities reflect the support from the
material amount of liabilities that are junior to these facilities,
including the proposed $485 million of senior unsecured notes and
other liabilities that are junior to the bank facility. The Caa1
rating on the senior unsecured notes reflect the notes junior
position to the significant amount of secured bank debt.
IRB Holding Corp. will be the parent holding company of Arby's
Restaurant Group, Inc. and Buffalo Wild Wings after the successful
execution of the proposed financing and acquisition. Annual
revenues will be approximately $3.3 billion while systemwide sales
will exceed $7.5 billion.
The principal methodology used in these ratings was Restaurant
Industry published in September 2015.
ISLAND VIEW CROSSING: Trustee Taps Fox Rothschild as Counsel
------------------------------------------------------------
Christine C. Shubert, the Chapter 11 Trustee for Island View
Crossing II, L.P. seeks authority from the U.S. BAnkruptcy Court
for the Eastern District of Pennsylvania to retain and employ Fox
Rothschild LLP as her attorneys.
The professional services that Fox Rothschild will provide are:
(a) prepare on behalf of the Trustee necessary applications,
motions, answers, orders, reports and other legal papers;
(b) provide legal advice with respect to the Trustee's powers
and duties as chapter 11 trustee for the Debtor in the continued
operation of the Debtor's business, management of its property and
administration of its estate;
(c) take necessary actions to protect and preserve the
Debtor's estate, including the prosecution of actions on behalf of
the Trustee and the defense of actions commenced against the
Debtor;
(d) investigate the acts, conduct, assets, liabilities, and
financial condition of the Debtor, the operation of the Debtor's
business and the desirability of the continuance of such business,
and any other matter relevant to the chapter 11 case or to the
formulation of a plan;
(e) consult with the Trustee in connection with any actual or
potential transactions involving the Trustee, and the operating,
financial and other business matters relating to the ongoing
activities of the Debtor;
(f) negotiate and prepare, on the Trustee's behalf, a plan of
reorganization and/or liquidation, disclosure statement, and all
related agreements and/or documents, and take any necessary action
on the Trustee's behalf to obtain confirmation of such plan;
(g) attend meetings and negotiations with representatives of
creditors and other parties in interest and advising and consulting
on the conduct of the case;
(h) advise the Trustee with respect to bankruptcy law aspects
of any proposed sale or other disposition of assets;
(i) appear in Court and protect the interest of the Trustee,
the estate, and its creditors; and
(j) perform all other legal services for the Trustee that may
be necessary and proper in these proceedings.
Michael G. Menkowitz, Esq., a partner with the firm of Fox
Rothschild LLP, attests that his firm does not hold or represent
any interest adverse to the Debtor's estate, and is a
"disinterested person" as that phrase is defined in 11 U.S.C. Sec.
101(14).
Fox Rothschild's current standard hourly rates are:
Michael G. Menkowitz $765
Jason C. Manfrey $425
Jesse M. Harris $310
Joseph DiStanislao (Paralegal) $355
The firm can be reached through:
Michael G. Menkowitz, Esq.
Fox Rothschild LLP
2000 Market St., 20th Floor
Philadelphia PA 19103-3222
Tel: 215-299-2000
Fax: 215-299-2150
About One State Street Associates and Affiliates
Island View Crossing II, L.P., Calnshire Estates, LLC, and Steeple
Run, LP filed their respective Chapter 11 petitions (Bankr. E.D.
Pa. Case Nos. 17-14454, 17-14457 and 17-14458, respectively), on
June 30, 2017.
Island View, Calnshire Estates, and Steeple Run, are affiliates of
One State Street Associates which filed a voluntary petition on
June 21, 2017 (Bankr. E.D. Pa. Case No. 17-14291). The Debtors are
managed by Renato J. Gualtieri, a real estate developer based in
Langhorne, PA.
The Debtors' individual cases have not been ordered to be jointly
administered or consolidated and thus, each Debtor has its own
separate bankruptcy estate. The Hon. Eric L. Frank presides over
these cases.
The petitions were signed by Renato J. Gualtieri, president of the
Debtors' corporate general partner.
David B. Smith, Esq., at Smith Kane Holman, LLC, serves as the
Debtors' bankruptcy counsel. They hired Stradley Ronon Stevens &
Young, LLP, as special litigation counsel.
At the time of the filing, the Debtors estimated their assets and
debts at $1 million to $10 million, except for Calnshire Estates,
which estimated its assets to be between $10 million to $50
million.
Christine Shubert was appointed Chapter 11 trustee in the case of
Island View Crossing II, L.P.
J.G. WENTWORTH: Files Supplemental Exhibits to Plan
---------------------------------------------------
BankruptcyData.com reported that J.G. Wentworth (JGW) filed with
U.S. Bankruptcy Court a Supplement to its Joint Prepackaged Plan of
Reorganization. The Supplement contains the following documents:
Exhibit A: new revolving credit facility (RCF) commitment letter,
including a term sheet summarizing the key terms of the new RCF
attached as Exhibit A thereto; Exhibit B: stockholders agreement;
Exhibit C: new partnership operating agreement; Exhibit D: all
other new JGW governance documents; Exhibit E: the management
incentive plan documents; Exhibit F: schedule of rejected
contracts; Exhibit G: schedule of assumed contracts and proposed
cure amounts; Exhibit H: members of the new board and the officers
of the reorganized Debtors.
About J.G. Wentworth
Headquartered in Radnor, Pennsylvania, Orchard Acquisition Company,
LLC, and The J.G. Wentworth Company, LLC, provide
direct-to-consumer access to financing solutions through a variety
of avenues, including: mortgage lending,structured settlements,
annuity and lottery payment purchasing, prepaid cards, and conduits
to personal loan providers. As of Sept. 30, 2017, the Company had
725 full-time employees.
Orchard Acquisition and certain of its affiliates filed for
bankruptcy protection (Bankr. D. D., Case No. 17-12914) on Dec. 12,
2017. Stewart Stockdale, chief executive officer, signed the
petitions.
The Debtors estimated assets and debts of $100 million to $500
million.
Young Conaway Stargatt & Taylor, LLP and Simpson Thacher & Bartlett
LLP serve as counsel to the Debtors. KPMG LLP serves as
restructuring advisor, Ernt & Young LLP as audirot, Evercore Group
as investment banker, Ankura Consulting Group LLC as transaction
advisor, and Prime Clerk LLC as administrative advisor, and
noticing and claims agent.
JABIL INC: Moody's Rates Proposed $400MM 10-Year Sr. Notes 'Ba1'
----------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to Jabil Inc.'s
proposed $400 million ten-year senior note offering. All other
ratings including the Ba1 Corporate Family Rating, Ba1-PD
Probability of Default Rating, and SGL-1 Speculative Grade
Liquidity Rating are unchanged. The rating outlook remains
positive.
Net proceeds from the new issue will be used primarily to redeem
the outstanding 8.25% notes due March 2018. Ratings on the 8.25%
senior notes will be withdrawn when repaid.
The following rating was assigned:
Assignments:
Issuer: Jabil Inc.
-- Senior Unsecured Regular Bond/Debenture, Assigned Ba1, LGD4
RATINGS RATIONALE
Moody's views the refinancing of outstanding 8.25% notes due March
2018 as credit positive for Jabil given the transaction will save
the company more than $15 million annually in cash interest expense
and extend this near term maturity by 10 years. Moody's also expect
the company to extend its $400 million foreign securitization
program prior to its May 2018 expiration. As proposed, the issuance
is leverage neutral with 2.3x adjusted gross debt to LTM EBITDA
estimated for Nov 30, 2017 (1Q18).
Jabil's Ba1 CFR reflects Moody's view that the company's
diversification efforts and prospects for strong cash generation
will support its position as a leading Tier-1 EMS provider in North
America, with an expanding footprint and growing differentiation
across a broad mix of materials technologies, higher complexity
products and services. Jabil has a global manufacturing footprint
with facilities located in low labor cost regions, and is growing
vertically-integrated operations and end-to-end product life cycle
capabilities to support profitability. The company's global scale
and production capabilities have grown organically and through
acquisitions over the past decade, providing the company with a
platform to win customer orders around the world. Historically,
Jabil has exhibited volatile and sometimes negative free cash flow
due to large capital expenditure requirements and working capital
usage associated with inventory-build for multiple new customer
programs. As a result, Jabil's return on assets and free cash flow
metrics have trailed those of its peers. Going forward, Moody's
anticipates more consistent free cash flow generation driven by
manufacturing efficiencies and a greater focus on working capital
management. A ratings upgrade will depend on Jabil's ability to
deliver consistently higher gross cash flows from new programs,
aided by reduced capital expenditure requirements.
Jabil maintains a very good liquidity position, supported by
healthy cash balances and external credit availability. Jabil has
also been increasing revenue exposure to its Diversified
Manufacturing segment which offers greater customer
diversification, faster growth, and higher margins compared to its
traditional EMS segment serving the technology industry. Leading
competitors in the EMS industry are evolving from contract
manufacturing to full supply chain services and greater
collaboration in the design, manufacturing and logistics with its
customers. These trends should help mitigate industry risks
resulting from limited demand visibility, relatively high customer
concentration, and high fixed costs associated with maintaining
manufacturing operations to serve communications and computing
customers globally. Moody's also expects the improved value
proposition that EMS competitors can offer their customers will
enhance free cash flow stability and offset risks related to the
industry's low margin profile.
The positive outlook reflects Moody's view that Jabil will continue
to diversify its revenue base and further enhance its potential for
strong cash generation resulting in improved credit metrics. In
addition, Moody's believes that Jabil's future growth will be
accomplished through internally generated business, with
acquisition activity largely contained to augmenting its production
and design capabilities, resulting in low risk of a large
acquisition in the near term. Although Moody's remains concerned
about Jabil's high exposure to Apple Inc., the positive ratings
outlook incorporates Moody's expectations that Jabil will be able
to absorb product volatility, minimize large working capital
swings, and deliver a higher return on assets.
Ratings could be upgraded upon improved consistency in free cash
flow generation, and tangible signs that the company can easily
absorb the volatility of customers/products within its normal
course of operations. Successful expansion into non-traditional EMS
end markets such as healthcare, instrumentation, industrial and
specialized services would be favorable to the credit profile. In
addition, an upgrade could be considered if the company sustains
adjusted total debt to EBITDA below 2.5x (Moody's adjusted) and the
company consistently generates free cash flow to adjusted debt
ratios in the low double-digit percentages.
Ratings could be downgraded if Jabil experiences material
customer/program losses without offsetting increases in new
customer wins/program ramps, declines in the core operating margin
towards the 2.0% level (Moody's adjusted), or a sustained increase
in adjusted total debt to EBITDA above 3.25x (Moody's adjusted).
The principal methodology used in this rating was Distribution &
Supply Chain Services Industry published in December 2015.
Headquartered in St. Petersburg, Florida, Jabil Inc. is one of the
world's largest electronics manufacturing services (EMS) companies
providing a full spectrum of integrated, value-added solutions to
original equipment manufacturers (OEMs).
KANZLER LANDSCAPE: Hires Ottenheimer Law Group as Attorney
----------------------------------------------------------
Kanzler Landscape Contractors, Inc., seeks authority from the U.S.
Bankruptcy Court for the Northern District of Illinois to hire
Lester A. Ottenheimer, III and Nicole K. Fishkin of the law firm
Ottenheimer Law Group, LLC, as Chapter 11 counsel.
Services to be provided by Ottenheimer are:
(a) furnish the Debtor in Possession with legal advice with
respect to its rights and obligations with respect to its
reorganization under Chapter 11 of the United States Bankruptcy
Code;
(b) prepare on behalf of the Debtor in Possession necessary
Applications, Order, Motion and other necessary legal documents;
(c) prepare the appropriate Schedules, Statement of Affairs,
the Petition of the Debtor;
(d) prepared and file a Plan of Reorganization; and
(e) perform and undertake other legal services for the Debtor
in Possession which may be necessary herein for the successful
reorganization of the Debtor.
The firm's Lester A. Ottenheimer, III, will be paid at his rate at
$350.00 per hour, and Nicole K. Fishkin will be paid at the rate of
$275.00 per hour.
Mr. Ottenheimer attests that his firm has no connection with the
creditors of the Debtor or any other party in interest, and are
"disinterested persons" within the meaning of the term, as used and
defined per the United States Bankruptcy Code.
The firm can be reached at:
Lester A Ottenheimer, III, Esq.
OTTENHEIMER LAW GROUP, LLC
750 Lake Cook Rd - Ste 290
Buffalo Grove, IL 60090
Tel: 847 520-9400
Fax: 847 520-9410
E-mail: lottenheimer@olawgroup.com
About Kanzler Landscape Contractor
Kanzler Landscape Contractor, Inc. is a small business debtor that
primarily operates in the landscape contractors industry. The
company's gross revenue amounted to $1.48 million in 2016 and $3
million in 2015. Kanzler Landscape is a private company located in
Round Lake, Illinois.
Kanzler Landscape Contractor filed a Chapter 11 petition (Bankr.
E.D. Ill. Case No. 17-37355) on December 18, 2017. The petition was
signed by James Kanzler, its president and owner.
Lester A Ottenheimer, III, Esq. at Ottenheimer Law Group, LLC,
represents the Debtor as attorney. The case is assigned to Judge
LaShonda A. Hunt.
At the time of filing, the Debtor estimated $3.26 million in assets
and $2.69 million in liabilities.
KEYSTONE PODIATRIC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Keystone Podiatric Medical Associates, P.C.
aka Biglerville Foot & Ankle Center
aka West Shore Foot & Ankle Center
aka Londonderry Foot & Ankle Center
aka Paxtonia Foot & Ankle Center
6100 Old Jonestown Road
Harrisburg, PA 17112
Business Description: Keystone Podiatric Medical Associates, P.C.
provides foot and ankle care in Biglerville,
West Shore, Londonderry, and Paxtonia.
Keystone Podiatric Medical Associates is
equipped to handle all podiatric needs
including achilles tendon, ankle
instability, ankle sprains, arthritic foot &
ankle care, athletes foot, bunions calluses,
corns, diabetic foot, infections,
metatarsalgia, flat feet, fungus toenails,
geriatric foot care, hammertoes, heel spurs,
ingrown toenails, injuries, neuromas,
plantar fasciitis, warts, poor circulation,
and wounds. Visit
https://www.keystonefootdoc.com for more
information.
Chapter 11 Petition Date: January 9, 2018
Case No.: 18-00062
Court: United States Bankruptcy Court
Middle District of Pennsylvania (Harrisburg)
Judge: Hon. Henry W. Van Eck
Debtor's Counsel: Robert E Chernicoff, Esq.
CUNNINGHAM, CHERNICOFF & WARSHAWSKY, P.C.
2320 North Second Street
Harrisburg, PA 17110
Tel: 717 238-6570
Fax: 717 238-4809
E-mail: rec@cclawpc.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Richard A. Rogers, DPM, CEO.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/pamb18-00062_creditors.pdf
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/pamb18-00062.pdf
L BRANDS: Moody's Rates New $500MM Sr. Unsecured Notes Ba1
----------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to L Brands, Inc.
proposed $500 million senior unsecured guaranteed note offering.
Moody's ratings for L Brands are unchanged, including its Ba1
Corporate Family Rating (CFR), Ba1-PD Probability of Default Rating
(PDR), (P)Ba1 senior unsecured guaranteed shelf rating, (P)Ba3
subordinated shelf rating, (P)Ba3 preferred shelf rating, Ba1
existing senior unsecured guaranteed notes ratings and Ba2 senior
unsecured unguaranteed notes ratings. The company's Speculative
Grade Liquidity Rating is SGL-1 and the ratings outlook is stable.
Proceeds from the proposed $500 million notes will be used to
redeem its existing $500 million senior unsecured guaranteed notes
due June 2019. The proposed notes will rank pari passu with the
existing senior unsecured guaranteed notes.
Assignments:
Issuer: L Brands, Inc.
-- Senior Unsecured Regular Bond/Debenture, Assigned Ba1(LGD4)
RATINGS RATIONALE
L Brands' Ba1 Corporate Family Rating is supported by its popular
well recognized brand names which drive its strong profitability.
The rating also acknowledges its very good liquidity and moderate
leverage and good interest coverage, with debt to EBITDA of 3.3
times and EBIT to interest expense of 3.3 times. The rating
considers L Brands' scale with revenues of about $12.3 billion and
its concentration on two narrow product niches. The rating also
acknowledges its expertise in merchandising and supply chain. L
Brands' financial policies continue to favor share repurchases and
special dividends which constrains the rating. The company's credit
agreement provides it with significant flexibility to make debt
financed dividends and share repurchases.
The stable outlook reflects Moody's view that L Brands' financial
policies will continue to be shareholder friendly with excess cash
flow returned to shareholders but that credit metrics will remain
appropriate for the Ba1 rating. Moody's expect the company to grow
all its major brands with sources of growth including but not
limited to international expansion and adjacent product
opportunities, such as sport and the PINK assortment.
An upgrade would require a more conservative financial policy such
that debt to EBITDA was expected to be maintained below 3.0 times
and EBIT to interest expense above 4.5 times.
Ratings could be downgraded should there be sustained deterioration
in profitability at any of its key brands or financial policy
becomes more aggressive than currently anticipated. Ratings could
also be downgraded should debt increase or operating performance
falter such that debt to EBITDA approaches 4.5 times or EBIT to
interest expense approaches 2.5 times.
The principal methodology used in this rating was Retail Industry
published in October 2015.
Headquartered in Columbus, Ohio, L Brands, Inc. operates 3,087
company-owned specialty stores in the United States, Canada and the
United Kingdom, and its brands are sold in more than 800 additional
franchised locations worldwide as well as online as of October 28,
2017. Its brands include Victoria's Secret, Bath & Body Works,
PINK, La Senza, and Henri Bendel. For the last twelve months ending
October 28, 2017, revenues are approximately $12.3 billion.
LIBERTY CABLEVISION: Bank Debt Trades at 4.08% Off
--------------------------------------------------
Participations in a syndicated loan under which Liberty Cablevision
of Puerto Rico is a borrower traded in the secondary market at
95.92 cents-on-the-dollar during the week ended Friday, December
15, 2017, according to data compiled by LSTA/Thomson Reuters MTM
Pricing. This represents an increase of 1.23 percentage points
from the previous week. Liberty Cablevision of Puerto Rico pays 350
basis points above LIBOR to borrow under the $530 million facility.
The bank loan matures on Dec. 25, 2021 and Moody's B2 rating and
Standard & Poor's B rating. The loan is one of the biggest gainers
and losers among 247 widely quoted syndicated loans with five or
more bids in secondary trading for the week ended December 15.
MADEESMA INTERNATIONAL: Taps Joel M. Aresty as Legal Counsel
------------------------------------------------------------
Madeesma International Funding Group LLC filed an amended
application seeking approval from the U.S. Bankruptcy Court for the
Southern District of Florida to hire Joel M. Aresty P.A. as its
legal counsel.
The professional services Joel Aresty will render are:
a) give advice to the Debtor with respect to its powers and
duties as a debtor in possession and the continued management of
its business operations;
b) advise the Debtor with respect to its responsibilities in
complying with the U.S. trustee's Operating Guidelines and
Reporting Requirements and with the rules of the court;
c) prepare motions, pleadings, orders, applications, adversary
proceedings, and other legal documents necessary in the
administration of the case;
d) protect the interest of the Debtor in all matters pending
before the court; and
e) represent the Debtor in negotiation with its creditors in
the preparation of a plan.
The Debtor could only afford a very small prepetition retainer and
the filing fee in this case, and has therefore been asked to
contribute additional retainer from outside the Debtor's estate
going forward.
Joel Aresty, Esq., disclosed in a court filing that he and his firm
do not represent any interest adverse to the Debtor and its
estate.
The firm can be reached through:
Joel M. Aresty, Esq.
Joel M. Aresty P.A.
309 1st Ave. S
Tierra Verde, FL 33715
Tel: 305-904-1903
Fax: 800-559-1870
Email: aresty@mac.com
About Madeesma International Funding
Madeesma International Funding Group LLC is an affiliate of
Madeesma Investment Group LLC, which sought bankruptcy protection
on Dec. 4, 2017 (Bankr. S.D. Fla. Case No. 17-24490). Its
principal assets are located at 3439 SW 65 Avenue, Miami, Florida.
Madeesma International sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla. Case No. 17-24695) on December
11, 2017. Osmany Linares, its manager, 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.
The Hon. Laurel M. Isicoff presides over the case.
MARYLAND HOME: Hires Drescher & Associates as Counsel
-----------------------------------------------------
Maryland Home Inspectors, Inc. seeks authority from the U.S.
Bankruptcy Court for the District of Maryland to employ Ronald J.
Drescher and Drescher & Associates, P.A. as attorney.
The professional services anticipated from the firm are:
a. consult with and advice to the Debtor as to its powers and
duties as debtor in possession in the operation of its business and
the management of their property;
b. respond, as necessary, under the circumstances of this
case, to any effort of creditors to appoint a trustee in lieu of
the debtor in possession or to rescind the automatic stay of Sec.
362 of the Bankruptcy Code as to their property;
c. assist the Debtor in the preparation of those documents
required by the Bankruptcy Code, including the Statement of
Financial Affairs, the Schedules, the Statement of Exemptions and
the Statement of Executory Contracts;
d. represent the Debtor in the formulation and negotiation of
a plan of reorganization, including the drafting and filing of the
plan of reorganization and any amended or modified plans of
reorganization as may be required, and including attendance at and
management of the confirmation hearing;
e. attend at the meeting of creditors, any adjourned meeting
of creditors, and such other bankruptcy court hearings as are
required;
f. assist to the Debtor in the preparation of a disclosure
statement adequate to the circumstances of this case; and
g. draft and file applications, orders, reports, complaints,
and other bankruptcy court papers as are required of the Debtor, or
the debtor in possession, in the conduct of this case.
Ronald J. Drescher received a $9,000 retainer. Ronald J. Drescher
will bill at an hourly rate of $350.
Ronald J. Drescher, president of Drescher & Associates, P.A.,
attests that he and his firm are "disinterested persons" within the
meaning of Sections 101(14) and 327 of the United States Bankruptcy
Code.
The firm can be reached through:
Ronald J. Drescher, Esq.
Drescher & Associates, P.A.
4 Reservoir Circle, Suite 107
Baltimore, MD 21208
Phone: (410) 484-9000
Fax: (410) 484-8120
Email: rondrescher@drescherlaw.com
About Maryland Home Inspectors
Maryland Home Inspectors, Inc., based in Elliot City, Maryland,
filed a Chapter 11 petition (Bankr. D. Md. Case No. 17-27122) on
December 22, 2017, listing under $1 million in assets and
liabilities.
The Debtor is represented by Ronald J. Drescher, Esq. at Drescher &
Associates, P.A. as counsel. The case is assigned to Judge David
E. Rice.
MOSS CREEK: Moody's Assigns B2 Corp. Family Rating; Outlook Stable
------------------------------------------------------------------
Moody's Investors Service assigned first time ratings to Moss Creek
Resources Holdings, Inc (Moss Creek); including a B2 Corporate
Family Rating (CFR), and a B3 rating to the company's proposed $650
million senior unsecured notes. The rating outlook is stable.
Proceeds from the proposed notes offering will be used to repay the
existing unsecured term loan and a portion of the revolving credit
facility balance, with the remainder of the proceeds to be used for
general corporate purposes including to fund a portion of 2018
capital expenditures.
"Moss Creek's ratings reflect the company's acreage position in the
core oil rich portion of the Midland Basin, moderate financial
leverage and high cash margins. The company's ratings are
constrained by its smaller size, limited track record and high
proportion of proved undeveloped reserves," commented Sreedhar
Kona, Moody's Senior Analyst. "Moss Creek's low cost structure and
the liquidity to execute its seven rig drilling program contribute
to the stable outlook."
Ratings Assigned:
Issuer: Moss Creek Resources Holdings, Inc
-- Corporate Family Rating, Assigned B2
-- Probability of Default Rating, Assigned B2-PD
-- $650 million Senior Unsecured Regular Bond/Debenture, Assigned
B3 (LGD5)
Outlook, Stable
RATINGS RATIONALE
Moss Creek's B2 CFR considers the company's favorable acreage
location with high oil content in the Midland Basin, competitive
cost structure driving high cash margins and good capital
efficiency, and conservative financial leverage. Although the
company pursued an aggressive capital expenditure program through
the 2015-2017 period, growing average daily production from 6,500
boe per day in early 2015 to approximately 24,000 boe per day for
2017 (exit rate of above 30,000 boe per day at the end of 2017),
the company's ratings are constrained by its still relatively
smaller size and scale. Additionally, a significant portion of
proved reserves are proved undeveloped reserves, which require a
substantial capital investment in the future to convert them into
proved developed reserves. The ratings also consider the company's
seven rig drilling program and the projected growth in average
daily production and reserves size through 2018, aided by its
capital efficiency and the liquidity to fund its 2018 capital
expenditure.
The proposed $650 million senior unsecured notes are rated B3 under
the Moody's Loss Given Default Methodology, one notch below the
CFR, reflecting the size of the company's $440 million borrowing
base senior secured revolving credit facility, and the revolver's
priority claim to the company's assets. Although the notes are
currently well positioned at B3, if the size of the borrowing base
were to increase substantially in comparison to the unsecured notes
and thereby increase the revolver's priority claim to the company's
assets, then the unsecured notes could be downgraded.
Moss Creek will have adequate liquidity to meet its aggressive
capital expenditure plan through 2018. Pro forma for the notes
issuance (and as of September 30, 2017) Moss Creek will have no
outstanding borrowings under its $440 million borrowing base
revolving credit facility due 2020, and a cash balance of over $90
million. Moss Creek's approximately $875 million of planned 2018
capital expenditure and debt service needs will be met by operating
cash flow, borrowings under the revolver and a substantial equity
infusion from the parent company. However, in order for the company
to maintain similar capital spending levels in 2019 its borrowing
base will have to increase with reserves growth or it will have to
issue additional notes. The financial maintenance covenants under
Moss Creek's credit agreement include a 4x leverage (debt/EBITDA)
covenant and a 1x current ratio covenant. Moody's expects that Moss
Creek will remain in compliance with the covenants through 2018.
The stable outlook reflects Moody's expectation that company will
substantially grow its production, aided by the company's low cost
structure and the liquidity to pursue its 7-rig drilling program.
The ratings could be upgraded if Moss Creek successfully executes
on its drilling program, delivering substantial production and
proved developed reserves growth at competitive returns on
investment. Average daily production of 50,000 boe per day,
retained cash flow to debt above 30%, and leverage full cycle ratio
above 1.5x could result in a ratings upgrade. The company reducing
the gap between capital expenditure and operating cash flow would
also be supportive of a ratings upgrade.
A downgrade could result if the company's capital productivity is
worse than expected leading to weaker production growth and
investment returns than forecasted, RCF/debt below 15% could result
in a ratings downgrade.
The primary methodology used in this rating was Independent
Exploration and Production Industry published in May 2017.
Moss Creek Resources Holdings, Inc is an independent privately-held
exploration and production company headquartered in Houston, Texas;
engaged in the development, production, operation, exploration, and
acquisition of oil and natural gas properties in the Permian Basin
of west Texas. The company is 100% owned by Shandong Xinchao Energy
Corporation, Ltd., a Chinese corporation (listed on the Shanghai
Stock Exchange), that is focused on investments in North America
oil and gas assets.
OAK RIDGE LOONEYS: U.S. Trustee Unable to Appoint Creditors' Panel
------------------------------------------------------------------
The U.S. Trustee on Jan. 9 notified the U.S. Bankruptcy Court for
the Middle District of North Carolina that no official committee of
unsecured creditors was appointed for Oak Ridge Looneys, LLC.
About Oak Ridge Looneys LLC
Oak Ridge Looneys, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. N.C. Case No. 17-11455) on Dec. 31,
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
$1 million. Dirk W. Siegmund, Esq., at Ivey, McClellan, Gatton &
Siegmund, LLP, serves as the Debtor's bankruptcy counsel.
ONVOY LLC: Moody's Lowers CFR to B3; Outlook Stable
---------------------------------------------------
Moody's Investors Service has downgraded the corporate family
rating (CFR) of Onvoy, LLC. (Onvoy) to B3 from B2 due to heightened
operational and credit risk stemming from a rapid reduction in
voice and data traffic between the four major wireless carriers, an
attrition rate that exceeded prior expectations of a slower
decline. Moody's has also downgraded Onvoy's probability of default
rating (PDR) to B3-PD from B2-PD and its first lien secured rating
to B2 from B1. The company's outlook remains stable as Moody's
believes this abrupt revenue setback is one time in nature and
continues to expect future revenue and EBITDA growth as adoption
rates for the company's cloud-based communications services
increase.
A large portion of Onvoy's revenue was previously generated by
interconnecting voice and data traffic among the big four wireless
carriers. During Onvoy's first fiscal quarter 2018, ended September
30, 2017, the volume of this traffic eroded significantly as the
carriers began aggressively implementing internet protocol-based
direct connections amongst themselves. While the risk of voice
traffic erosion was identified at the time of Onvoy's acquisition
of Inteliquent in February 2017, slow volume declines were
anticipated over a two-to-four year period rather than the sharp
drop-off which occurred. Moody's expects a material loss of revenue
and EBITDA as a result of this lost traffic despite good progress
on realized acquisition synergies, and a more protracted
deleveraging pace than previously anticipated. While Moody's viewed
growth in Onvoy's next generation products as potentially matching
or outpacing slow and steady declines in legacy services, the
severity and suddenness of this revenue drop far exceeds any
benefit the company will obtain from the successful expansion of
its cloud services segment over the next few years. As such,
Onvoy's credit profile can no longer support its previous B2
rating.
Issuer: Onvoy, LLC
Downgrades:
-- Probability of Default Rating, Downgraded to B3-PD from B2-PD
-- Corporate Family Rating, Downgraded to B3 from B2
-- Senior Secured Bank Credit Facility, Downgraded to B2(LGD3)
from B1(LGD3)
Outlook Actions:
-- Outlook, Remains Stable
RATING RATIONALE
Onvoy's B3 CFR reflects its large network infrastructure, technical
expertise and growth potential from next generation voice
solutions. The rating is constrained by inherent business and
technology risk in Onvoy's operations and its small scale which
limits its ability to absorb unexpected disruptions to its
business. Nearly all of Onvoy's revenue is variable and driven by
call volume, and Moody's expect the total market call volume to
continue to decline over the long term as people shift to other
communication modes. Further, as a wholesale provider of a
commodity-like service, prices and margins are already extremely
low which limits Onvoy's ability to grow cash flows. Switching
costs are minimal for Onvoy's customers and traffic can migrate
quickly to other providers. Moody's believes that Onvoy will
continue to be a price-taker and must maintain a cost advantage to
maintain profitability.
Moody's expects Onvoy to have good liquidity over the next 12
months supported by $25 million in cash on the balance sheet and an
undrawn $35 million revolving credit facility as of September 30,
2017. The revolver contains a springing leverage covenant at 4.75x
EBITDA, stepping down in March of 2019. While the company had ample
cushion as of September 30, 2017, the margin of cushion will
tighten following the significant loss of EBITDA associated with
displaced traffic with wireless carriers. Onvoy should still
maintain compliance with the terms of its existing credit
agreement. Onvoy has limited tangible assets that could be
monetized for alternate liquidity as its assets are encumbered by
the secured bank facilities.
The ratings for debt instruments reflect both the probability of
default of Onvoy, to which Moody's assigns a PDR of B3-PD, and
individual loss given default (LGD) assessments. The senior secured
first lien credit facilities are rated B2 (LGD3), one notch higher
than the CFR, given the loss absorption provided by the unrated 2nd
lien facilities.
The stable outlook reflects Moody's view that Onvoy will return to
growth in 2019 and reduce leverage back towards 6x (Moody's
adjusted). The B3 rating could upgraded if leverage is sustained
below 5x (Moody's adjusted) and free cash flow to debt is at least
10%. The rating could be downgraded if liquidity deteriorates, if
free cash flow weakens or the company does not return to growth.
Based in Minneapolis, MN, Onvoy is a provider of network-based
communications enablement services. Onvoy offers both legacy
telecommunications services as well as next generation voice
connections and terminations. By aggregating traffic and focusing
on the core network, Onvoy can offer its customers a cheaper
alternative to owning and operating their own voice networks.
Although the total market volume of voice traffic is in a state of
long term decline, Onvoy continues to enjoy healthy margins from
its legacy operations, particularly switching, which contributes to
strong cash flow generation. During fiscal year 2017, ended June
30, 2017, the company generated $589 million in revenue, pro forma
for the acquisition of Inteliquent, completed in February 2017.
The principal methodology used in these ratings was Communications
Infrastructure Industry published in September 2017.
PANTAGIS DINER: Taps Bruce Mann as Accountant
---------------------------------------------
Pantagis Diner, LLC received approval from the U.S. Bankruptcy
Court for the District of New Jersey to hire Bruce Mann as its
accountant.
Mr. Mann will assist the Debtor in the preparation of its
accounting reports, cash flow projection and monthly operating
reports, and will provide other accounting services related to its
Chapter 11 case. He will charge $250 per month for his services.
In a court filing, Mr. Mann disclosed that he is "disinterested" as
defined in section 101(14) of the Bankruptcy Code.
About Pantagis Diner LLC
Based in Edison, New Jersey, Pantagis Diner, LLC --
http://pantagisdiner.com-- is a small organization in the
restaurants industry founded in 2008. The restaurant offers
sandwiches, wraps and paninis, burgers, and Italian cuisine and
seafood.
Pantagis Diner sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. N.J. Case No. 17-33944) on November 28, 2017.
Stephen A. Pantagis, sole member, signed the petition.
At the time of the filing, the Debtor disclosed $850,000 in assets
and $1.20 million in liabilities.
Judge Kathryn C. Ferguson presides over the case.
PANTAGIS DINER: Taps Tomas Espinosa as Legal Counsel
----------------------------------------------------
Pantagis Diner, LLC received approval from the U.S. Bankruptcy
Court for the District of New Jersey to hire Tomas Espinosa, Esq.,
as its legal counsel.
Mr. Espinosa will assist the Debtor in the preparation of a plan of
reorganization and will provide other legal services related to its
Chapter 11 case.
Mr. Espinosa charges an hourly fee of $400 for his services.
Paralegals charge $50 per hour.
The Debtor paid an advance retainer of $6,000, which included the
filing fee of $1,717.
Mr. Espinosa disclosed in a court filing that he is "disinterested"
as defined in section 101(14) of the Bankruptcy Code.
Mr. Espinosa maintains an office at:
Tomas Espinosa, Esq.
8324 Kennedy Boulevard
North Bergen, NJ 07047
Tel: 201-223-1803
Fax: 201-223-1893
Email: te@lawespinosa.com
About Pantagis Diner LLC
Based in Edison, New Jersey, Pantagis Diner, LLC --
http://pantagisdiner.com/-- is a small organization in the
restaurants industry founded in 2008. The restaurant offers
sandwiches, wraps and paninis, burgers, and Italian cuisine and
seafood.
Pantagis Diner sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. N.J. Case No. 17-33944) on November 28, 2017.
Stephen A. Pantagis, its sole member, signed the petition.
At the time of the filing, the Debtor disclosed $850,000 in assets
and $1.20 million in liabilities.
Judge Kathryn C. Ferguson presides over the case.
PANTECH WIRELESS: Taps KPMG as Tax Consultant
---------------------------------------------
Pantech Wireless, Inc. seeks approval from the U.S. Bankruptcy
Court for the Northern District of Georgia to hire KPMG LLP as its
tax consultant.
KPMG firm will provide tax consulting and compliance services,
which include the preparation of tax returns for the Debtor's 2016
tax year and subsequent years. The firm will be compensated
according to this fee arrangement:
(a) Tax Compliance Services. Flat fee of $10,000, plus
reimbursement of out-of-pocket expenses.
(b) Tax Consulting Services. Fees on an hourly basis at 60%
of KPMG's standard hourly rates for individuals involved
in providing the services, plus reimbursement of out-of-
pocket expenses.
Kelvin Hong, tax managing director of KPMG, disclosed in a court
filing that his firm is a "disinterested person" as defined in
section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Kelvin Hong
KPMG LLP
303 Peachtree Street, NE, Suite 2000
Atlanta, GA 30308-3210
Tel: +1 404 222 3000
Fax: +1 404 222 3050
About Pantech Wireless
Pantech Wireless, Inc. designs and manufactures mobile phones,
tablets, and USB modems. The Atlanta, Georgia-based Company filed
a Chapter 11 petition (Bankr. N.D. Ga. Case No. 16-72088) on
December 9, 2016. Gregory M. Taube, Esq., at Nelson Mullins Riley
& Scarborough LLC, serves as bankruptcy counsel.
In its petition, the Debtor estimated $1 million to $10 million in
both assets and liabilities. The petition was signed by Yong Jin
Kim, its chief executive officer.
On Oct. 5, 2017, the Debtor filed a disclosure statement, which
explains its proposed Chapter 11 plan of reorganization.
PENN-TEX HELICOPTERS: Files Third Amended Liquidating Plan
----------------------------------------------------------
Penn-Tex Helicopters, Inc., filed with the U.S. Bankruptcy Court
for the Western District of Louisiana a third amended liquidating
plan and disclosure dated Jan. 2, 2018.
Class 3 consists of the general unsecured claims. Any remaining
funds in the Debtor's debtor in possession account after
administrative costs are paid will be paid to general unsecured
creditors on a pro rata basis. Confirmation of the plan will allow
the Debtor to submit an ex-parte order to the court, directed to
the Iberia Parish Clerk of Court, to cancel and erase from its
records the following encumbrances:
1. That Multiple Indebtedness Mortgage in favor of Gulf Coast
Bank dated April 15th, 1994 recorded in mortgage book A-639, folio
440-A, entry no. 94-2696.
2. That subordination recorded in mortgage book A-830, Folio
596, entry no: 01- 3387 between Gulf Coast Bank and Small Business
Administration dated March 7, 2001.
3. Mortgage in favor of Small Business Administration recorded
in Mortgage book A-829, folio 171, entry 01-2923, file number
2001-00002923 dated March 17, 2001 in the amount of $132,700.00.
4. That multiple indebtedness mortgage to Gulf Coast Bank dated
Nov. 2, 2002 recorded in mortgage book A-915, folio 875, entry
02-14752.
5. That Notice of Seizure recorded under file number
2015-00010547 recorded in Book: 1679, Page 562 file by Gulf Coast
Bank.
6. That Mortgage in favor of the Small Business Administration,
an Agency of the United States Government recorded in Book A895,
Folio 370 entry no. 02-08278 recorded June 18, 2002.
The liquidating plan will sell all assets of the Debtor. Future
management will not be necessary.
A copy of the Disclosure Statement is available for free at:
http://bankrupt.com/misc/lawb15-51588-76.pdf
About Penn-Tex Helicopters
Penn-Tex Helicopters, Inc. filed a Chapter 11 petition (Bankr. W.D.
La. Case No. 15-51588) on December 14, 2015, and is represented by
William C. Vidrine, Esq., at Vidrine & Vidrine, PLLC.
Penn Tex is a Louisiana corporation that was organized May 31,
1988. It was run by Kenneth E. Squires. The business of the
company was a flying school until 911 when laws were made
restricting the ability of Mr. Squires to instruct to be pilots.
The company was there after run as a crop dusting service until
the
untimely death of Mr. Squires August 10, 2014. Mrs. Squires is the
sole heir of Mr. Squires. Mrs. Squires is not able to continue to
operate the business and the business has not operated since Mr.
Squires death.
PERFORMANCE TIRE: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Performance Tire and Wheel, Inc.
1201 Hwy 49
Gulfport, MS 39503
Business Description: Performance Tire and Wheel, Inc. operates a
tire shop in Gulfport, Mississippi.
Chapter 11 Petition Date: January 8, 2018
Case No.: 18-50029
Court: United States Bankruptcy Court
Southern District of Mississippi
(Gulfport-6 Divisional Office)
Judge: Hon. Katharine M. Samson
Debtor's Counsel: Matthew Louis Pepper, Esq.
PEPPER & ASSOCIATES, P.C.
25211 Grogans Mill Rd Suite 450
The Woodlands, TX 77380
Tel: 281-367-2266
Fax: 281-292-6072
E-mail: pepperlaw@msn.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Charles D. Mauffray, president.
The Debtor did not file a list of its 20 largest unsecured
creditors together with the petition.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/mssb18-50029.pdf
PHOENIX INDUSTRIAL: Fitch Withdraws BB+ Rating on 2012 Rev. Bonds
-----------------------------------------------------------------
Fitch Ratings has withdrawn its ratings for the following bonds due
to prerefunding activity:
-- Phoenix Industrial Development Authority (AZ) (Great Hearts
Academies-Veritas Project) educational revenue bonds series 2012
(prerefunded maturities only - 71885FAQ0, 71885FAS6, 71885FAR8,
71885FAT4, 71885FAV9, 71885FAU1) previous rating: 'BB+'/Stable.
POINT.360: DIP Financing Gets Court OK, To Mature on Oct. 31
------------------------------------------------------------
BankruptcyData.com reported that the U.S. Bankruptcy Court issued
an order with changes made by the Court approving Point.360's
post-petition financing motion. As previously reported, "The
non-default interest rate on the DIP Credit Facility is prime plus
1.5% per annum. The maturity date of the DIP Credit Facility is
October 31, 2018. Lender shall receive a first priority lien on all
of the Debtor's property (the 'Collateral,' as defined in the DIP
Credit Facility) to secure the DIP Credit Facility. The borrowing
limit is $3 million at an advance rate of 85% of eligible
receivables. Events of default include the following: The entry of
an order modifying any financing order, any agreement, any loan
document, or any right or remedy in favor of Lender; The entry of
an order authorizing borrower to incur indebtedness or additional
financing under section 364(c) or (d) of the Bankruptcy Code other
than from Lender, or without the express prior written consent of
Lender, unless such financing results in the simultaneous
indefeasible payment and satisfaction of all Obligations owed to
Lender, in full, in cash. The entry of an order in the bankruptcy
case appointing an interim or permanent trustee, or an examiner
having enlarged powers relating to the operation of the business or
assets of Borrower under section 1106(b) of the Bankruptcy Code;
The entry of an order dismissing the bankruptcy case or converting
the bankruptcy case to a proceeding under chapter 7 of the
Bankruptcy Code."
About Point.360
Point.360 (PTSX) -- http://www.point360.com/and
http://www.mvf.com/-- is a value add service organization
specializing in content creation, manipulation and distribution
processes integrating complex technologies to solve problems in the
life cycle of Rich Media. With locations in greater Los Angeles,
Point.360 performs high and standard definition audio and video
post production, creates virtual effects and archives and
distributes physical and electronic Rich Media content worldwide,
serving studios, independent producers, corporations, non-profit
organizations and governmental and creative agencies. Point.360
provides the services necessary to edit, master, reformat and
archive clients' audio and video content, including television
programming, feature films and movie trailers. Point.360's
interconnected facilities provide service coverage to all major
U.S. media centers.
Point.360 filed a voluntary petition for reorganization under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No.
17-22432) on Oct. 10, 2017. Haig S. Bagerdjian, the Company's
Chairman, President and CEO, signed the petition.
The Debtor disclosed total assets of $11.14 million and total debt
of $14.77 million as of March 31, 2017.
The Hon. Julia W. Brand is the case judge.
The Debtor hired Lewis R. Landaue, Esq., as bankruptcy counsel, and
TroyGould PC, as transactional counsel.
No trustee has been appointed, and the Company will continue to
operate its business as "debtor in possession" under the
jurisdiction of the Court and in accordance with the applicable
provisions of the Bankruptcy Code and orders of the Court.
PQ CORP: S&P Rates Proposed $1.255BB 1st Lien Term Loan 'BB-'
-------------------------------------------------------------
S&P Global Ratings assigned its 'BB-' issue-level and '2' recovery
ratings to U.S.-based PQ Corp.'s proposed $1.255 billion first-lien
term loan to refinance existing indebtedness. The '2' recovery
rating indicates S&P's expectation for substantial (70%-90%;
rounded estimate: 85%) recovery for lenders in the event of a
payment default. The 'BB-' issue-level and '2' recovery ratings on
the existing U.S. dollar- and euro-denominated term loans remain
unchanged. S&P will withdraw the ratings on the existing U.S.
dollar- and euro-denominated term loans once they have been fully
repaid.
The 'B' issue-level and '5' recovery ratings on PQ's unsecured
notes remain unchanged. The '5' recovery rating indicates our
expectation for a modest (10%-30%; rounded estimate: 15%) recovery
for creditors in the event of a payment default.
S&P's 'B+' corporate credit rating and stable rating outlook on PQ
Corp. are unchanged.
RATINGS LIST
PQ Corp.
Corporate credit rating B+/Stable/--
New Rating
PQ Corp.
Senior Secured
$1.255 billion first-lien term loan BB-
Recovery rating 2(85%)
PROFLO INDUSTRIES: SkyMark Seeks Appointment of Ch. 11 Trustee
--------------------------------------------------------------
Creditor SkyMark Refuelers, LLC, asks the U.S. Bankruptcy Court for
the Northern District of Ohio for an order directing appointment of
a Chapter 11 Trustee in the bankruptcy case of ProFlo Industries,
LLC.
SkyMark asserts that the Debtor, through its current management,
have engaged in fraud, dishonesty, incompetence, and gross
mismanagement of the affairs of the debtor both before and after
the commencement of the case, and the appointment of a Trustee is
in the interests of creditors and the estate. As a result, the
appointment of a Chapter 11 Trustee is warranted in this case.
ProFlo Industries, LLC, is a defendant in a civil action pending in
the Court of Common Pleas of Wyandot County, Ohio, titled First
Federal Bank of Midwest v. Bosserman Aviation Equipment, et al.,
Case No. 14CV0089. Terry N. Bosserman ("Son"), is a co-defendant of
Debtor in the State Court Action. He is Debtor's sole member and
President. Bosserman Automotive Engineering, LLC is also a
co-defendant in the State Court Action. Bosserman Automotive leases
the Debtor the building where it does business. Terry N. Bosserman
is Bosserman Automotive's sole member.
SkyMark contends that the State Court has already determined that
the Debtor and Son have engaged in fraud, dishonesty, incompetence,
and gross mismanagement. As such, rather than burden the Court with
a detailed recitation of the now established facts and claims set
forth in the pleadings of SkyMark and First Federal, SkyMark
requests that the Court review both the pleadings of SkyMark and
First Federal.
As such, SkyMark asserts that the filing of the Debtor's Chapter 11
Case was for bad faith. The Debtor and Son filed this Case less
than three weeks before the remedies hearing. SkyMark notes that
during several hearings in this Case, the Court asked Debtor's
former counsel, Patricia Kovacs, Esq., whether the Debtor filed
this Chapter 11 Case to evade the remedies hearing scheduled to
take place on October 24 and 25, 2017. Each time Debtor's former
counsel admitted this was the reason why Debtor filed this Chapter
11 case. Additionally, they misrepresented that the scope of the
automatic stay, advising the State Court it was required to stay
all proceedings against all co-defendants, not just those against
the Debtor.
Rather than hire an attorney who was truly a disinterested person
who could provide neutral advice to Debtor so it could fulfill its
fiduciary duty, SkyMark contends that the Debtor and Son sought to
employ Ms. Kovacs, an attorney with extensive, actual conflicts of
interest that made it impossible for her to serve as disinterested
person. Ms. Kovacs represented at least four clients holding
significant, adverse interests to the Debtor -- Terry L. Bosserman
("Father"), ProFlo Latam, Son, and Bosserman Automotive.
SkyMark points out that Ms. Kovacs:
(a) was the attorney for Son in the adversary proceeding and
in the State Court Action. Son owns 100% of Debtor's equity and has
claims against the estate relating thereto. Son is an insider, and
the likely recipient of as yet undisclosed insider payments subject
to recovery. He is an officer who violated his fiduciary duties to
Debtor, and, as a result, caused Debtor substantial injury for
which Debtor has a right to recover against him. Son is also the
75% owner of ProFlo Latam, S.A.S., and Son has engaged in
self-dealing by causing Debtor to shift business, and the related
profit, from Debtor to ProFlo Latam.
(b) represents Father in his own Chapter 13 proceeding.
Father, like Son, is personally liable for the judgment entered
against Debtor in the State Court Action, and is liable to Debtor
therefor. Indeed, Father has even listed Debtor as one of his
creditors in his Chapter 13 proceeding.
While the Debtor has never pursued recovery of preferential
payments made to creditors, payments made to insiders, or
self-dealing payments made to Son's other company, ProFlo Latam,
S.A.S., Debtor, Son, SkyMark argues, however that Ms. Kovacs did
initiate an adversary proceeding in bad faith so as to harass and
intimidate against SkyMark, its counsel, and Judge Peter M.
Handwork, the Judge in the State Court Action.
Additionally, the Debtor failed to provide comprehensive and
accurate financial information make it impossible for creditors and
the Court to determine if the Debtor is fulfilling its fiduciary
duties by pursuing all assets of the estate, no matter where they
are located or in whose hands they may be found.
On November 22, 207, SkyMark filed a Motion for Order Permitting
Rule 2004 Examination, detailing many deficiencies in the schedules
and financial information submitted by the Debtor in this Case.
These include, but are not limited to, (a) Son's failure to verify
the accuracy of the financial information disclosed, (b) the
reporting of conflicting information, (c) the reporting of
information making no business or financial sense, (d) the
concealment of payments made to creditors during the preference
period, (e) the concealment of insider payments, (f) the
concealment of information concerning self-dealing transactions
involving Son's company ProFlo Latam, S.A.S., (g) the false report
that no creditors have claims secured by the Debtor's property, (h)
the false report that the Debtor did not own or lease real property
and (i) the concealment of information concerning property
belonging to SkyMark that Debtor has in its possession.
SkyMark asserts that the Debtor is engaged in ongoing self-dealing
transactions with Son's Company -- ProFlo Latam -- that have the
effect of dissipating the assets of the estate. During the hearing
on November 28, 2017, Son admitted that the Debtor is shifting
business, and thus the related profits, from the Debtor to ProFlo
Latam. Son testified that he owns 75% of ProFlo Latam. He testified
ProFlo was using ProFlo Latam to assemble refuelers for ProFlo's
customers, and that it is paying ProFlo Latam for these services.
The necessary implication of Son's testimony is that he is shifting
work that would otherwise been performed by the Debtor, together
with the profit associated therewith, from the Debtor to ProFlo
Latam. SkyMark complains that this is a blatant disregard of the
fiduciary duties Son owes to the estate.
Accordingly, SkyMark tells the Court that the only way the Debtor's
estate will be preserved and maximized for the benefit of creditors
is for a Trustee to be appointed. SkyMark argues that only a
neutral, unbiased Trustee will investigate transfers and, where
appropriate, recover assets for the benefit of creditors. Without
such a Trustee, the interests of the creditors will not be
protected, and there will be no equality of distributions. Instead,
Son will leave the Debtor as little more than a dried husk, and he
will then resume his misconduct through his new vehicle, ProFlo
Latam.
Counsel for SkyMark Refuelers, LLC:
Marshall A. Bennett, Jr., Esq.
Vaughn A. Hoblet, Esq.
Marshall & Melhorn, LLC
Four SeaGate, Eighth Floor
Toledo, Ohio 43604-2608
Telephone: (419) 249-7100
Fax: (419) 249-7151
Email: bennett@marshallmelhorn.com
hoblet@marshall-melhorn.com
About ProFlo Industries
Headquartered in Alvada, Ohio, ProFlo Industries, LLC, is an Ohio
Limited Liability Company engaged in the airline refueling
business. The principal customers of the business are
multi-national companies providing goods, services and advice in
the global aviation industry. ProFlo consists of one shareholder:
Terry N. Bosserman who owns 100% of the shares.
ProFlo Industries filed for Chapter 11 bankruptcy protection
(Bankr. N.D. Ohio Case No. 17-33184) on Oct. 8, 2017, estimating
its assets at between $500,001 and $1 million and liabilities
between $100,001 and $500,000. The petition was signed by Terry N.
Bosserman, president. The Debtor is represented by Patricia A.
Kovacs, Esq.
The U.S. Trustee was unable to appoint an official committee of
unsecured creditors in the Chapter 11 case of ProFlo Industries,
LLC, according to a notice filed with the U.S. Bankruptcy Court for
the Northern District of Ohio.
PUERTO RICAN PARADE: Feb. 7 Disclosure Statement Hearing
--------------------------------------------------------
Judge Carol A. Doyle of the U.S. Bankruptcy Court for the Northern
District of Illinois will hold a hearing on February 7, 2018 at
10:30 a.m. to determine the adequacy of Puerto Rican Parade
Committee of Chicago, Inc.'s disclosure statement that was filed on
September 29, 2017.
All objections to the disclosure statement must be filed no later
than January 12, 2018.
A full-text copy of Judge Doyle's order dated December 8, 2017 is
available at:
http://bankrupt.com/misc/ilnb17-03480-46.pdf
About Puerto Rican Parade Committee
Puerto Rican Parade Committee of Chicago, Inc., sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No.
17-03480) on Feb. 6, 2017. The petition was signed by Angel
Medina, president. The case is assigned to Judge Carol A. Doyle.
At the time of the filing, the Debtor estimated assets of less than
$1 million.
Paul M. Bach, Esq., and Penelope N. Bach, Esq., at the Bach Law
Offices, serve as the Debtor's bankruptcy counsel.
R & S ANTIQUES: Proposes Sale of Beverly Hills Merchandise
----------------------------------------------------------
R & S Antiques, Inc., doing business as David Orgell, asks the U.S.
Bankruptcy Court for the Central District of California to
authorize it (a) to immediately begin selling its remaining
inventory ("Merchandise") (i) first at its store location at 262
North Rodeo Drive, Beverly Hills, California until the effective
date of its rejection of its lease for the Store location; and (ii)
thereafter at an alternate location until the earlier of March 31,
2018 or the date upon which the last of the Merchandise has been
sold, through a store closing sale; and (b) to obtain goods on
consignment and sell such goods alongside the Merchandise during
the Store Closing Sale.
The Business has not been profitable recently or in a number of
years. One of the most significant high-cost items of the Debtor's
operations is its monthly rent obligations required under the
Debtor's commercial lease for its operating location at the Store
location. The Debtor made regular, monthly payments, on time, for
approximately eight years under the Lease. However, it stopped
paying its rent obligation in July, 2017.
Prior to that time, the Debtor attempted to negotiate new terms
with respect to the Lease including a potential early termination
of the Lease. In July 2017, Sloane Two Rodeo, LLC, the landlord
under the Lease initiated a civil action against the Debtor to
recover damages following the Debtor's cessation of rent payments.
Sloane Two elected to treat the Lease as still in force and effect
under California Civil Code Section 1951.4 and sued for the unpaid
rent including the amount due for the remaining term of the Lease.
Initially, after filing the civil action, Sloane Two sought an Ex
Parte Writ of Attachment, however, based upon the failure to show
an emergency, the Ex Parte Writ was denied. The Writ of Attachment
request was set for hearing on regular notice, however, when the
regularly noticed hearing was continued on the Court's own
initiative, Sloane Two set a second Ex Parte when the Debtor did
not oppose the Writ of Attachment based upon its decision to file
the Chapter 11 case. Before the second Ex Parte Writ of Attachment
request could be heard by the Superior Court, the Chapter 11 case
was filed.
On the Petition Date, the Debtor commenced the reorganization case
in order to maximize the value of its estate through an orderly
Chapter 11 process. On Dec. 4, 2017, the Debtor filed a motion to
approve DIP financing, which motion was granted on an interim and
then a final basis. The Debtor utilized the funds from this
financing to make rent payments to Sloane Two in December 2017 and
January 2018. It determined that it was in its best interests to
continue operations through the holiday season because sales are
normally significant during that time period. However, now that
the holiday season has ended, the Debtor has determined that
continued operations are not sustainable and not in the best
interests of the estate.
The Debtor therefore asks authorization to immediately begin
selling the Merchandise (i) first at its Store until the effective
date of the Debtor's rejection of its lease for the Store location
and (ii) thereafter at an alternate location until the Store
Closing Sale in accordance with the terms and conditions set forth
in the Guidelines For Store Closing Sale. Additionally, to the
extent that consignment vendors are willing to provide it with
goods on consignment during the Store Closing Sale, the Debtor asks
authority to obtain such consigned goods and sell them alongside
the Merchandise.
A copy of the Guidelines attached to the Motion is available for
free at:
http://bankrupt.com/misc/R&S_Antiques_80_Sales.pdf
To facilitate the sale of the Merchandise, the Debtor proposes to
sell such property free and clear of any and all liens,
encumbrances and other interests, with valid Liens to attach to the
net sale proceeds.
To the extent that contemplated Store Closing Sale may be
inconsistent with certain lease provisions that are intended to
protect the image of a shopping center or avoid disruption of
normal commerce under the lease with Sloane Two, the Debtor asks
that such provisions be invalidated with respect to the Store
Closing Sale.
The Debtor also asks that, pursuant to Bankruptcy Code section
105(a), the Court authorizes it to conduct the Store Closing Sale
without the necessity of, and the delay associated with, obtaining
various state licenses and/or satisfying any additional
requirements in connection with the sales.
Upon the earlier of either the accumulation of sufficient proceeds
or the conclusion of the Store Closing Sale, the post-petition
secured claim and lien of Panache Productions, Inc. will be paid in
full. The Debtor believes that Panache, the post-petition lender,
is owed approximately $100,000.
There is ample business justification for conducting the Store
Closing Sale. The Debtor's operations are not profitable and the
Debtor cannot even make its monthly rent payments without the
incursion of debtor in possession financing. Moreover, the Debtor
has determined that continuation of its lease with Sloane Two would
not provide a benefit commensurate with its cost and has filed a
motion to reject that lease. Accordingly, the Debtor asks the
Court to approve the relief sought.
Lastly, the Debtor asks that any order approving the Motion
contains a waiver of the 14-day stay provided by Bankruptcy Rule
6004. It has filed a motion to reject its lease for the Store
location as of Jan. 31, 2018. It is the Debtor's position that in
order to obtain maximum value from its Store Closing Sale, it must
be permitted to commence marketing the Merchandise immediately so
it may conduct as much of the Store Closing Sale as possible at the
Store, a location with which its customers have associated it
business for years.
About R & S Antiques
Located in Beverly Hills, California, R & S Antiques, Inc., doing
business as David Orgell -- http://www.davidorgell.com/-- is a
family owned retailer of high-end jewelry and timepieces, as well
as crystal, antique silver & gifts. The company's Rodeo Drive
location was founded in 1958 by David Orgell, son of Spencer
Orgell. The Orgell legend began in the late 1800s in England,
where the Orgell family had developed a prominent clientele in
London that included, among others, the Royal family. Immigrating
to the United States, the Orgell family found its way to Los
Angeles and settled in nearby Beverly Hills in the 1940s. David
Orgell was purchased by the Soltani family in 1989.
R & S Antiques, Inc., sought Chapter 11 protection (Bankr. C.D.
Cal. Case No. 17-23986) on Nov. 13, 2017. The case is assigned to
Judge Julia W. Brand.
The Debtor estimated assets in the range of $500,000 to $1 million
and $10 million to $50 million in debt.
The Debtor tapped Jason Balitzer, Esq., and Victor A Sahn, Esq., at
SulmeyerKupetz APC as counsel.
The petition was signed by Rahim Soltani, president.
RENAISSANCE PARTNERS: Case Summary & 3 Top Unsecured Creditors
--------------------------------------------------------------
Debtor: Renaissance Partners, LLC
230 West Main Street
New Iberia, LA 70560
Business Description: Based in New Iberia, Louisiana, Renaissance
Partners, LLC is a privately held company
that owns a real property located at 1278
School Street, 1230 Main St, Hackberry, LA.
70645 valued by the company at $1.65
million.
Chapter 11 Petition Date: January 9, 2018
Case No.: 18-50024
Court: United States Bankruptcy Court
Western District of Louisiana (Lafayette)
Judge: Hon. Robert Summerhays
Debtor's Counsel: Thomas E. St. Germain, Esq.
WEINSTEIN & ST. GERMAIN
1414 NE Evangeline Thruway
Lafayette, LA 70501
Tel: (337) 235-4001
Fax: (337) 235-4020
E-mail: ecf@weinlaw.com
Total Assets: $1.92 million
Total Liabilities: $2.22 million
The petition was signed by David Groner, member.
A full-text copy of the petition, along with a list of three
unsecured creditors is available for free at
http://bankrupt.com/misc/lawb18-50024.pdf
ROARING FORK: S&P Assigns 'B-' Corp. Credit Rating, Outlook Stable
------------------------------------------------------------------
S&P Global Ratings assigned its 'B-' corporate credit rating to
Denver-based Roaring Fork Intermediate LLC, doing business as Ping
Identity Corp. The outlook is stable.
S&P said, "At the same time, we assigned our 'B-' issue level
rating and '3' recovery rating to Ping's proposed first-lien senior
secured facility, consisting of its $25 million revolver due 2023
and $240 million term loan due 2025. The '3' recovery rating
indicates our expectation for meaningful (50% to 70%; rounded
estimate: 50%) recovery in the event of a payment default."
The rating on Ping reflects its high debt leverage, its limited
operating scale in the highly fragmented IAM market, and
competitive pressure from larger companies in the market with
significant financial resources. These risks are mitigated by the
company operating in a growing IAM market, high recurring revenue
providing revenue visibility, and low customer concentration risk.
S&P said, "The stable outlook reflects our view that Ping's growing
revenue base will improve profitability due to operating
efficiencies and will lead to deleveraging to the mid-11x area over
the next 12 months while generating positive FOCF and maintaining
adequate liquidity.
"We could downgrade the company if it experiences an unexpected
decrease in sales due to product inferiority or irrelevance that
would cause subscription cancellations, negative FOCF, and weak
liquidity. We could also lower the rating in the event of any
significant debt-funded acquisitions or dividends.
"We could raise the rating if the company can continue its growth
path and improve its profitability such that leverage improves to
and stays below 7.5x. This could be the result of expanded product
offerings that could be sold to existing and new clients in
addition to contractual price increases."
ROOSTER ENERGY: US Trustee, Chet Morrison Object to Plan
--------------------------------------------------------
BankruptcyData.com reported that the U.S. Trustee assigned to the
Rooster Energy case and Chet Morrison Contractors & Morrison Energy
Group filed with the U.S. Bankruptcy Court separate objections to
the Amended Joint Plan of Reorganization of Cochon Properties and
Morrison Well Services. The U.S. Trustee asserts, "The releases,
discharge, exculpations and injunctions provided to 'Released
Parties' in the Plan exceed the limitations placed on such
provisions under the Bankruptcy Code and binding Fifth Circuit.
The Plan, at section 12.09, page 54/63, provides for, 'Releases by
Holders of Claims and Interests,' on and after the Effective Date.
The provision is too lengthy to set forth here, but provides in
part, 'in consideration of the Distributions under the Plan and
other releases, agreements, or documents executed and delivered in
connection with the Plan, Holders of Claims (other than other
Debtors) (i) who accept or are deemed to accept the Plan. Acts
found by a court to constitute fraud, willful misconduct, or gross
negligence are not released. Thus, in addition to parties that
actually vote for the Plan, the Plan provides that (i) claim
holders who do not vote are deemed to have granted the releases, as
are (ii) claim holders who vote against the Plan, but do not check
a separate 'opt out' provision on the ballot. Section 12.09 also
provides that any Party that is 'deemed to accept' the plan is a
'Releasing Party' that has granted the broad non-debtor releases
and exculpations. Unimpaired creditors are deemed to accept the
Plan as they are 'conclusively presumed' to have accepted the plan
pursuant to Bankruptcy Code section 1126(f). The Section 12.06
Exculpation provision and the Section 12.07 Permanent Injunction
provision also exceed the scope of those allowed by the Fifth
Circuit."
The hearing on the confirmation of the Joint Amended Chapter 11
Plan of Rooster Energy LLC and Morrison Well Services LLC is
continued to January 17, 2018.
About Rooster Energy
Houston, Texas-based Rooster Energy Ltd.
--http://www.roosterenergyltd.com/-- is an integrated oil and
natural gas company with an exploration and production (E&P)
business and a downhole and subsea well intervention and plugging
and abandonment service business. The Company's operations are
located in the state waters of Louisiana and the shallow waters of
the Gulf of Mexico, mature regions that have produced since 1936.
Rooster Energy, L.L.C., Rooster Energy Ltd., and five other
affiliates sought Chapter 11 protection (Bankr. W.D. La. Lead Case
No. 17-50705) on June 2, 2017. Kenneth F. Tamplain, Jr., president
and chief executive officer, signed the petitions.
In its petition, Rooster Energy L.L.C. estimated $50 million to
$100 million in liabilities.
Jan M. Hayden, Esq., Lacey Rochester, Esq., Susan C. Mathews, Esq.,
and Daniel J. Ferretti, Esq., at Baker Donelson Bearman Caldwell &
Berkowitz, P.C., serve as bankruptcy counsel. Opportune LLP has
been tapped as restructuring advisor. Donlin Recano & Company,
Inc., serves as claims, noticing and solicitation agent.
On June 23, 2017, the U.S. Trustee appointed three creditors to
serve in the official committee of unsecured creditors of the
Rooster Petroleum case.
On June 22, 2017, the U.S. Trustee appointed two creditors to serve
in the official committee of unsecured creditors of the Cochon
Properties case.
SABRE INDUSTRIES: Moody's Hikes CFR to B3 & Alters Outlook to Pos.
------------------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family Rating
("CFR") and Probability of Default Ratings of Sabre Industries,
Inc., to B3 and B3-PD from Caa1 and Caa1-PD, respectively. The CFR
upgrade is based on a recent bank amendment that increased access
to its revolving credit facility as well as the continued
improvement in credit metrics that is expected over the next year.
Concurrently, Moody's upgraded the company's first-lien senior
secured revolver and term loan by one notch to B2 from B3. The
ratings outlook is changed to positive.
The following rating actions were taken:
Ratings Upgraded:
Corporate Family Rating, to B3 from Caa1
Probability of Default Rating, to B3-PD from Caa1-PD
$45 million senior secured first-lien revolving credit facility due
2020, to B2 (LGD3) from B3 (LGD3)
$255 million (approximately $249 million outstanding) senior
secured first-lien term loan due 2022, to B2 (LGD3) from B3 (LGD3)
Outlook, changed to Positive, from Stable
RATINGS RATIONALE
Sabre's ratings upgrade is driven by the liquidity enhancement
provided by the company's December 2017 bank amendment that
increased access to its revolving credit facility by resetting its
springing senior secured covenant thereby increasing headroom under
the covenant and increasing revolver availability by increasing the
springing covenant utilization trigger. In addition, the upgrade is
also supported by the last several quarters demonstrated sequential
improvement in operating performance from both a top line and
margin perspective which is expected to continue over the next
twelve months. The company's strong and increased backlog of work
and positive industry fundamentals underlie the expectation for
continued moderate improvement.
Sabre's credit metrics are expected to be solidly positioned at the
B3 CFR level with debt/EBITDA (including Moody's standard
adjustments) expected to improve to under 5.0x within the next
twelve to eighteen months from over 6.0 times just six months ago.
The company's B3 CFR reflects its position as one of the leaders in
its niche markets within the utility and telecom industries with
expanded service capabilities via both organic and acquisition
growth. The company possesses a healthy backlog and new business
wins that should support further improvement. Favorable industry
dynamics, particularly in the utility business, should sustain this
improvement. Free cash flow has improved meaningfully in tandem
with the company's improved operating performance and working
capital management. At the same time, the B3 CFR also reflects the
still high leverage and the sensitivity of the company's cash flows
to working capital changes, cyclicality in the company's telecom
business as well as the ongoing need to replace existing maturing
long-term contracts with new ones in order to avoid meaningful
swings in operating performance.
The company's good liquidity profile is based on the anticipation
that the company will generate healthy free cash flow levels while
maintaining access to its revolving credit facility (currently
undrawn) for any intra-quarter needs. In addition, the company is
expected to maintain good covenant headroom under its springing
covenant if triggered over the next twelve to eighteen months.
The positive outlook is based on the expectation that the company
will continue to improve operating performance leading to stronger
credit metrics and that effective working capital management could
lead to a stronger free cash flow profile that could be used
towards debt repayment or growth initiatives.
An upward rating action would be driven by stronger operating
margins, lowering and sustaining debt/EBITDA at the 5.0 times or
below level and free cash flow/debt increasing to the high single
digit level while maintaining a good liquidity profile.
Although unlikely in the near-term, a downward rating action could
develop if debt/EBITDA were to exceed 6.0 times as a result of
lower profitability or incurring additional debt, EBITA/interest
were to fall below 1.5 times or if free cash flow were to turn
negative. A more aggressive financial policy given its private
equity ownership structure would also exert downward ratings
pressure.
The principal methodology used in these ratings was Global
Manufacturing Companies published in June 2017.
Sabre Industries, Inc. (Sabre), headquartered in Alvarado, TX,
manufactures towers, poles, shelters and related transmission
structures used in the wireless communications and electric
transmission and distribution industries. The company was acquired
by an affiliate of Kohlberg & Company and several co-investors in a
leveraged transaction in August 2012.
SANDY CREEK: Bank Debt Trades at 18.50% Off
-------------------------------------------
Participations in a syndicated loan under which Sandy Creek Energy
Associates is a borrower traded in the secondary market at 81.50
cents-on-the-dollar during the week ended Friday, December 15,
2017, according to data compiled by LSTA/Thomson Reuters MTM
Pricing. This represents a decrease of 2.69 percentage points from
the previous week. Sandy Creek Energy Associates pays 400 basis
points above LIBOR to borrow under the $1.025 billion facility. The
bank loan matures on Nov. 6, 2020 and Moody's B3 rating and
Standard & Poor's B- rating. The loan is one of the biggest
gainers and losers among 247 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended December
15.
SEADRILL LIMITED: Plan Filing Deadline Extended Until May 10
------------------------------------------------------------
Judge David R. Jones of the U.S. Bankruptcy Court for the Southern
District of Texas, at the behest of Seadrill Limited and its
affiliated debtors, has extended the Debtors' exclusivity periods
to file to solicit acceptances of chapter 11 plan for each Debtor
through and including May 10, 2018 and July 9, 2018, respectively.
As reported by the Troubled Company Reporter on December 22, 2017,
the Debtors asked the Court for a 180-day extension of their
exclusivity periods so that they may continue to diligently pursue
a value-maximizing resolution to these chapter 11 cases. The
Debtors said that following nearly two years of intensive
negotiations, the Debtors entered into a Restructuring Support and
Lock-Up Agreement that establishes a consensual framework for a
value maximizing restructuring.
The Debtors claimed that the Restructuring Support Agreement now
enjoys the support of approximately 99% of the lenders under the
Debtors' 12 secured bank facilities, holders of nearly 40% of the
Debtors' outstanding unsecured bonds, and the Debtors' largest
shareholder and bellwether investor in the offshore space, Hemen
Holding Ltd.
The Restructuring Support Agreement contemplates an extension of
the maturity of the Bank Facilities by an average of approximately
five years and the elimination of near-term amortization
obligations thereunder, the equitization of the Debtors' $2.3
billion in unsecured bond obligations, and a $1.06 billion capital
investment backed by Hemen Holding and a syndicate of additional
investors.
As such, the Debtors believed that the restructuring contemplated
by the Restructuring Support Agreement will bridge their businesses
to a broader market recovery.
The Debtors contended that, to capture the full benefit of the
Restructuring Support Agreement, they must proceed through these
chapter 11 cases at a steady pace. The Investment Agreement
governing the Capital Commitment contains milestones that require
the Debtors to obtain approval of their disclosure statement by
February 9, 2018, and to confirm a plan of reorganization by June
9, 2018. To this end, the Debtors claim that they have made
significant progress to date.
On the first day of their chapter 11 cases, the Debtors filed a
Chapter 11 Plan and related disclosure statement. The Debtors have
subsequently worked to update the Plan and Disclosure Statement for
case, industry, and business developments and, contemporaneously
with the Exclusivity Motion, filed an amended Plan and related
Disclosure Statement, as well as a motion seeking approval of the
Disclosure Statement and related solicitation procedures.
Additionally, the Debtors have continued to actively engage with
various parties in interest not party to the Restructuring Support
Agreement, including the official committee of unsecured creditors
appointed in these chapter 11 cases, an ad hoc group of unsecured
noteholders, and participants in the Debtors' post-petition
marketing process.
In addition to the various tasks necessary to administer their
chapter 11 cases, the Debtors asserted that they have engaged in a
robust post-petition marketing process. As part of the
post-petition process, which supplements a year-long prepetition
marketing process, the Debtors reached out to 89 potential
investors and, after multiple phases and extensive discussions,
meetings, and diligence efforts, ultimately received proposals from
two potential investor constituencies -- Barclays Capital and the
Ad Hoc Group.
On December 12, 2017, the Debtors commenced the final phase of
their marketing process by sending Barclays and the Ad Hoc Group
letters requesting that they post a cash deposit equal to 10% of
the proposed commitment amount, at which point the Debtors may then
forward the proposals to the Bank Lenders and request their
feedback. The Debtors continue to analyze the proposals, both of
which would require certain consents the parties have not yet
secured.
The Debtors believed the Plan currently embodies the
value-maximizing alternative, although the Debtors will continue to
diligently pursue their marketing process in an effort to secure
even greater value for their stakeholders -- this opportunity to
secure incremental value exists only so long as the Debtors
maintain exclusivity. The Debtors told the Court that the current
Plan is the foundation on which the Debtors are building a
value-maximizing restructuring, and thus, the lapse of exclusivity
could potentially destroy the progress the Debtors have made over
the first three months of these cases and jeopardize the ability of
the Debtors to secure the benefit of the Capital Commitment.
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.
SEADRILL LTD: Unsec. Claims Misclassified Under Plan, Panel Says
----------------------------------------------------------------
BankruptcyData.com reported that Seadrill's official committee of
unsecured creditors filed with the U.S. Bankruptcy Court an
emergency motion for an order determining that holders of credit
agreement unsecured claims are improperly classified under the
Debtors' First Amended Joint Chapter 11 Plan of Reorganization. The
motion explains, "In contrast to the substantial opportunities
offered to Hemen and the other Preferred Investors, the Debtors'
Plan provides that certain general unsecured creditors will receive
the right to participate on a pro rata basis in (i) $25 million of
the $200 million equity investment and (ii) $85 million of the $860
million in New Secured Notes -- or approximately 10% of both
tranches of the investment. See id. In addition, all general
unsecured creditor classes (which include the Preferred Investors'
bond claims) will receive their pro rata share of 15% of the equity
in the Reorganized Debtors (prior to dilution from the Hemen
Structuring Fee). With full participation, this treatment would
grant general unsecured creditors other than the Preferred
Investors less than 18% of the equity in the Reorganized Debtors.
No provision is made for general unsecured creditors who are not
accredited investors and are thus ineligible to participate in the
rights offering. Similarly, no provision is made for rejection
damage claims that are not determined in time to participate in the
Rights Offering, thereby excluding potentially hundreds of millions
of dollars in claims if the Debtors were to reject the contracts of
Samsung Heavy Industries and Daewoo for construction of new deep
sea drilling vessels . . . although the Disclosure Statement
acknowledges that general unsecured creditors will receive
distributions totaling far less than the amount of their
pre-petition claims . . . the Debtors' Plan provides for 2% of the
equity in the Reorganized Debtors to be distributed to holders of
equity interests in Seadrill --including Hemen, the largest
shareholder of Seadrill. The Debtors' Plan pairs this proposed
distribution with a 'death trap' feature. This death trap permits
unsecured creditor classes to participate in the reorganized equity
and the new investment only if they vote to accept the Debtors'
Plan -- and thereby consent to a distribution to pre-petition
equity that would not be allowed in a cramdown. Of course, their
vote to accept would also ratify the disproportionate returns that
the Preferred Investors would receive under the Plan."
About Seadrill Ltd
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 employed 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 United States Bankruptcy Code (Bankr. S.D. Tex.
Lead Case No. 17-60079) on Sept. 12, 2017.
Together with the chapter 11 proceedings, Seadrill, North Atlantic
Drilling Limited ("NADL") and Sevan Drilling Limited ("Sevan")
commenced liquidation proceedings in Bermuda to appoint joint
provisional liquidators and facilitate recognition and
implementation of the transactions contemplated by the RSA and
Investment Agreement, and Simon Edel, Alan Bloom and Roy Bailey of
Ernst & Young are to act as the joint and several provisional
liquidators.
In the Chapter 11 cases, the Company has engaged Kirkland & Ellis
LLP as legal counsel, Houlihan Lokey, Inc. as financial advisor,
and Alvarez & Marsal as restructuring advisor. Slaughter and May
has been engaged as corporate counsel, and Morgan Stanley served as
co-financial advisor during the negotiation of the restructuring
agreement. Advokatfirmaet Thommessen AS is serving as Norwegian
counsel. Conyers Dill & Pearman is serving as Bermuda counsel.
Prime Clerk serves as claims agent.
The United States Trustee for Region 7 formed an official committee
of unsecured creditors with seven members: (i) Computershare Trust
Company, N.A.; (ii) Daewoo Shipbuilding & Marine Engineering Co.,
Ltd.; (iii) Deutsche Bank Trust Company Americas; (iv) Louisiana
Machinery Co., LLC; (v) Nordic Trustee AS; (vi) Pentagon Freight
Services, Inc.; and (vii) Samsung Heavy Industries Co., Ltd.
Kramer Levin Naftalis & Frankel LLP is serving as lead counsel to
the Committee. Cole Schotz P.C. is local and conflicts counsel to
the Committee. Zuill & Co (in exclusive association with Harney
Westwood & Riegels) is serving as Bermuda counsel. London-based
Quinn Emanuel Urquhart & Sullivan, UK LLP, is serving as English
counsel. Parella Weinberg Partners LLP is the investment banker to
the Committee. FTI Consulting Inc. is the financial advisor.
SEASTAR HOLDINGS: Wants Up To $1.89M DIP Financing From Volant SVI
------------------------------------------------------------------
SeaStar Holdings, Inc., and its affiliates ask the U.S. Bankruptcy
Court for the District of Delaware for authorization to obtain
postpetition loans, advances, and other financing accommodations
and to enter into a senior secured, super-priority
debtors-in-possession credit facility and security agreement with
Volant SVI Funding, LLC.
The Debtors have secured a debtors-in-possession credit facility in
a maximum principal amount of up to $10,189,286 through April 7,
2018. To continue operating in the ordinary course while
formulating and seeking approval of the terms of a sale of
substantially all of the Debtors' assets pursuant to the U.S.
Bankruptcy Code Section 363 during this period, the Debtors need to
access liquidity. The Debtors will obtain this liquidity from the
DIP Facility. The use of cash collateral alone would be
insufficient to meet the Debtors' postpetition liquidity needs and
provide the assurances to passengers, suppliers, and employees
during this period. In fact, without the DIP Facility, the Debtors
would not be able to operate at all for more than a few days into
these Chapter 11 cases. Therefore, additional financing is
necessary to maintain the value of the Debtors' businesses and,
ultimately, effectuate a successful sale and reorganization
process.
The Debtors' decision to proceed with the DIP Facility comes after
a dedicated and diligent search for other available and better
financing alternatives. The DIP Facility is the best, and likely
the only, available source of financing and provides the Debtors
with the liquidity it needs to operate during these Chapter 11
Cases. The DIP Facility was negotiated at arm's length on terms
that are reasonable. Thus, to ensure the Debtors' access to
sufficient liquidity that will provide the foundation for
maximizing value for all stakeholders, the DIP Facility should be
approved.
To provide the foundation for maximizing the value of the Debtors
and their assets for all stakeholders, and to take advantage of
preferred financing terms being offered by the DIP Lender, the DIP
Facility should be approved. The approval is requested on an
interim basis, for funding up to $1,894,999, which the Debtors
require over the next several weeks, and on a final basis, for
funding up to the total $10,189,286, which the Debtors require to
operate through the contemplated conclusion of their proposed sale
process.
The Debtors do not currently have any available cash. Based on
expected receipts and disbursements in the ordinary course of
business, the Debtors' cash balance will, absent new financing,
drop to near or below zero within a few days. Accordingly, the use
of cash collateral alone will not be sufficient to fund these
Chapter 11 Cases through a sale process (or, in fact, past the end
of the week), and, without additional cash resources being made
immediately available, the Debtors will be unable to provide
comfort to passengers, suppliers, and employees that might
otherwise discontinue service with the Debtors during the proposed
sale process.
A critical need exists for the Debtors to obtain funds in order to
continue the operation of their business and consummate an orderly
sale of their assets.
The Debtors have requested that the DIP Lender permits the use of
Cash Collateral and makes loans and advances and provide other
financial accommodations to the Debtors.
On an interim basis, and for the balance of the DIP Facility, on a
final basis. The ability of the Debtors to continue to operate
their business through their proposed sale process, and indeed in
the very immediate future, depends upon the Debtors obtaining
financing. The DIP Lender is willing to make loans and advances
and provide such other financial accommodations on a priming
secured and super-priority administrative basis, as more
particularly described herein.
Accordingly, the relief requested in this Motion is necessary,
essential, and appropriate for the continued operation of the
Debtors' businesses and the management and preservation of their
assets and properties through the proposed sale process, and is in
the best interests of the Debtors, their estates, and creditors.
The terms of the DIP Facility have been negotiated at arm's length
and in "good faith," as that term is used in Bankruptcy Code
section 364(e), and are in the best interests of the Debtors, their
estates, and creditors. The DIP Lender is extending financing to
the Debtors in good faith, and the DIP Facility Secured Parties are
entitled to the benefits of the provisions of
Bankruptcy Code Section 364(e).
18. It is in the best interests of the Debtors' estates that they
be allowed to finance their operations under the terms and
conditions set forth herein. The relief requested by this request
is necessary to avoid harm to the Debtors' estates, and good,
adequate, and sufficient cause has been shown to justify the
granting of the relief requested herein, and the immediate entry of
the Interim Order. The terms of the DIP Facility and the use of
cash collateral are fair and reasonable under the facts and
circumstances of these Chapter 11 Cases, reflect the Debtors'
exercise of prudent business judgment consistent with their
fiduciary duties and constitute reasonably equivalent value and
fair consideration.
The Debtors have been unable to obtain the required funds in the
forms of (i) unsecured credit or debt allowable under Bankruptcy
Code Section 503(bX1), (ii) an administrative expense pursuant to
Bankruptcy Code Section 36a@) or (b), (iii) unsecured debt having
the priority afforded by Bankruptcy Code section 36a(cXl) or (iv)
debt secured only as described in Bankruptcy Code section 36a@)Q)
or (3).
The Debtors say that it is unlikely that any other lender would
provide financing to the Debtors at this stage. The DIP Facility
is a strictly limited loan for a very short duration (75 days)
intended to provide the Debtors with the minimal cash needed to
proceed with their proposed asset sale. The DIP Lender, as the
Pre-Petition Lender has a unique interest in allowing the Debtors
to operate through this process. Based on the Investment Banker's
experience with numerous similar financings, absent the
Pre-Petition Lender's consent to be primed, the Debtors are unable
to secure alternative financing. Accordingly, it is not surprising
that the DIP Lender is not only the best source of postpetition
financing, but the only source of postpetition financing for the
Debtors, and the terms and conditions of the DIP Facility are well
within the range of commercial reasonableness.
The loan will have an interest rate of ll% per annum. Default rate
interest is 13% per annum.
A Facility Fee equal to 2% of (i) the Interim Order Amount and (ii)
the Loan Amount minus the sum of (x) the Interim Order Amount plus
(y) the aggregate amount of the Roll-Up Advance, which will be
fully-earned and added to the outstanding principal amount of the
Obligations upon entry of the Final Order.
An Exit Fee equal to 2% of the amount of the Obligations (exclusive
of the Roll-Up Advance) outstanding on the Termination Date, which
amount shall be payable to the Lender in cash upon the Termination
Date.
Reimburse the DIP Lender, in accordance with, inter alia, Section
1ó.9 of the DIP Credit Agreement and the provisions of the other
DIP Financing Documents, for all present and future costs and
expenses, including, without limitation, all professional fees,
consultant fees, appraisal fees, and legal fees and expenses paid
or incurred by the DIP Lender in connection with the financing
transactions as provided in the DIP Financing Documents and this
Interim Order.
The loan will mature the earliest of: (i) an Event of Default and
the default is not cured within five (5) business days; (ii) entry
of an order converting any of these Chapter 11 cases to a case
under Chapter 7 of the Bankruptcy Code or dismissing any of these
Chapter 11 cases; (iii).
A copy of the Debtors' request:
http://bankrupt.com/misc/deb18-10039-18.pdf
About SeaStar Holdings
Based in Puerto Rico, SeaStar Holdings, Inc., dba Seaborn Airlines,
serves local passengers within the Caribbean and connecting traffic
to numerous locations within or outside the United States through
code share or interline arrangements with multiple airline
partners. The Company's fleet consists of seven 34-seat Saab
34088s and one 15-seat Twin Otter Seaplane. The majority of the
Company's inter-island flights are via the Saab fleet. The
Seaplane serves as the primary air transportation between St. Croix
and St. Thomas in the U.S. Virgin Islands.
SeaStar Holdings, Inc., along with affiliates Seaborne Virgin
Islands, Inc., and Seaborne Puerto Rico, LLC, sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 18-10039) on Jan. 8, 2018.
The Hon. Christopher S. Sontchi is the case judge.
SeaStar Holdings estimated assets of $1 million to $10 million and
debt of $10 million to $50 million as of the bankruptcy filing.
Adam G. Landis, Esq., Kerri K. Mumford, Esq., and Travis J.
Ferguson, Esq., at Landis Rath & Cobb LLP, serve as the Debtors'
bankruptcy counsel. Sonoran Capital Advisors LLC is the Debtors'
restructuring advisor. Stinson Leonard Street LLP is the special
regulatory counsel. Seabury Corporate Advisors LLC is the
investment banker. Rust Consulting/Omni Bankruptcy is the claims
and noticing agent.
SERTA SIMMONS: Bank Debt Due 2023 Trades at 6.9% Off
----------------------------------------------------
Participations in a syndicated loan due in 2023 under which Serta
Simmons Bedding LLC Industrial is a borrower traded in the
secondary market at 93.1 cents-on-the-dollar during the week ended
Friday, December 15, 2017, according to data compiled by
LSTA/Thomson Reuters MTM Pricing. This represents a decrease of
3.19 percentage points from the previous week. Serta Simmons
Bedding LLC pays 350 basis points above LIBOR to borrow under the
$1.950 billion facility. The bank loan matures on Nov. 8, 2023 and
carries Moody's B1 rating and Standard & Poor's B rating. The loan
is one of the biggest gainers and losers among 247 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended December 15.
SERTA SIMMONS: Bank Debt Due 2024 Trades at 16% Off
---------------------------------------------------
Participations in a syndicated loan due in 2024 under which Serta
Simmons Bedding LLC is a borrower traded in the secondary market at
84 cents-on-the-dollar during the week ended Friday, December 15,
2017, according to data compiled by LSTA/Thomson Reuters MTM
Pricing. This represents a decrease of 3.45 percentage points from
the previous week. Serta Simmons Bedding LLC pays 800 basis points
above LIBOR to borrow under the $450 million facility. The bank
loan matures on Nov. 8, 2024 and carries Moody's B3 rating and
Standard & Poor's CCC+ rating. The loan is one of the biggest
gainers and losers among 247 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended December
15.
SFR GROUP: Bank Debt Trades at 3.50% Off
----------------------------------------
Participations in a syndicated loan under whhich SFR Group SA
[ex-Numericable SAS] is a borrower traded in the secondary market
at 96.50 cents-on-the-dollar during the week ended Friday, December
15, 2017, according to data compiled by LSTA/Thomson Reuters MTM
Pricing. This represents a decrease of 1.28 percentage points from
the previous week. SFR Group SA [ex-Numericable SAS] pays 300 basis
points above LIBOR to borrow under the $2.150 billion facility. The
bank loan matures on Jan. 6, 2026 and Moody's B1 rating and
Standard & Poor's B+ rating. The loan is one of the biggest
gainers and losers among 247 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended December
15.
SHERIDAN PRODUCTION I-A: Bank Debt Due 2019 Trades at 17.33% Off
----------------------------------------------------------------
Participations in a syndicated loan under which Sheridan Production
Partners I-A LP is a borrower traded in the secondary market at
82.67 cents-on-the-dollar during the week ended Friday, December
15, 2017, according to data compiled by LSTA/Thomson Reuters MTM
Pricing. This represents an decrease of 1.59 percentage points
from the previous week. Sheridan Production Partners I-A LP pays
350 basis points above LIBOR to borrow under the $98 million
facility. The bank loan matures on Oct. 1, 2019 and Moody's Caa3
rating and Standard & Poor's B rating. The loan is one of the
biggest gainers and losers among 247 widely quoted syndicated loans
with five or more bids in secondary trading for the week ended
December 15.
SHERIDAN PRODUCTION I-M: Bank Debt Due 2019 Trades at 17.33% Off
----------------------------------------------------------------
Participations in a syndicated loan under which Sheridan Production
Partners I-M LP is a borrower traded in the secondary market at
82.67 cents-on-the-dollar during the week ended Friday, December
15, 2017, according to data compiled by LSTA/Thomson Reuters MTM
Pricing. This represents a decrease of 1.59 percentage points from
the previous week. Sheridan Production Partners I-M LP pays 350
basis points above LIBOR to borrow under the $60 million facility.
The bank loan matures on Oct. 1, 2019 and Moody's Caa3 rating and
Standard & Poor's did not give any rating. The loan is one of the
biggest gainers and losers among 247 widely quoted syndicated loans
with five or more bids in secondary trading for the week ended
December 15.
SHERIDAN PRODUCTION II-A: Bank Debt Due 2020 Trades at 13.50% Off
-----------------------------------------------------------------
Participations in a syndicated loan under which Sheridan Production
Partners II-A LP is a borrower traded in the secondary market at
86.50 cents-on-the-dollar during the week ended Friday, December
15, 2017, according to data compiled by LSTA/Thomson Reuters MTM
Pricing. This represents an increase of 0.87 percentage points
from the previous week. Sheridan Production Partners II-A LP pays
350 basis points above LIBOR to borrow under the $93 million
facility. The bank loan matures on Dec. 16, 2020 and Moody's Caa3
rating and Standard & Poor's B rating. The loan is one of the
biggest gainers and losers among 247 widely quoted syndicated loans
with five or more bids in secondary trading for the week ended
December 15.
SHERIDAN PRODUCTION II-M: Bank Debt Due 2020 Trades at 13.50% Off
-----------------------------------------------------------------
Participations in a syndicated loan under which Sheridan Production
Partners II-M LP is a borrower traded in the secondary market at
86.50 cents-on-the-dollar during the week ended Friday, December
15, 2017, according to data compiled by LSTA/Thomson Reuters MTM
Pricing. This represents an increase of 0.87 percentage points
from the previous week. Sheridan Production Partners II-M LP pays
350 basis points above LIBOR to borrow under the $34 million
facility. The bank loan matures on Dec. 16, 2020 and Moody's Caa3
rating and Standard & Poor's B rating. The loan is one of the
biggest gainers and losers among 247 widely quoted syndicated loans
with five or more bids in secondary trading for the week ended
December 15.
SHERIDAN PRODUCTION: Bank Debt Due 2019 Trades at 17.33% Off
------------------------------------------------------------
Participations in a syndicated loan under which Sheridan Production
Partners is a borrower traded in the secondary market at 82.67
cents-on-the-dollar during the week ended Friday, December 15,
2017, according to data compiled by LSTA/Thomson Reuters MTM
Pricing. This represents a decrease of 1.59 percentage points from
the previous week. Sheridan Production Partners pays 350 basis
points above LIBOR to borrow under an unmentioned facility. The
bank loan matures on Oct. 1, 2019. Moody's & S&P did not give any
rating. The loan is one of the biggest gainers and losers among
247 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended December 15.
SIXTY SIXTY CONDO: 3rd Amended Disclosure Statement Disapproved
---------------------------------------------------------------
Judge Robert A. Mark of the U.S. Bankruptcy Court for the Southern
District of Florida denied approval of the disclosure statement
filed by Sixty Sixty Condominium Association, Inc. This is without
prejudice to the Debtor filing a Fourth Amended Disclosure
Statement.
The judge held that the Third Disclosure Statement must be amended
to describe the KFI contract. The judge also found that a Fourth
Amended Disclosure Statement should not be filed until, at the
earliest, KFI's due diligence period expires on or about January
10, 2018.
A full-text copy of Judge Mark's order dated December 11, 2017 is
available at:
http://bankrupt.com/misc/flsb16-26187-470.pdf
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 case.
SIXTY SIXTY CONDO: Taps Gerstle Rosen as Accounting Expert
----------------------------------------------------------
Sixty Sixty Condominium Association, Inc., seeks authority from the
U.S. Bankruptcy Court for the Southern
District of Florida to hire Mark R. Gerstle and the accounting firm
of Gerstle, Rosen & Goldenberg, P.A. to act as its accounting
expert nunc pro tunc to November 15, 2017.
On April 27, 2017, the Debtor filed the Complaint to Determine
Validity, Priority, and Extent of Liens, Setoff, Objection to Claim
& Request for Declaratory Judgment commencing an adversary
proceeding against the Schecher Group, Inc., Adversary Proceeding
Case No. 17-01171-RAM.
In light of, among other things, related foreclosure trials
scheduled for February 20, 2018, the Debtor requested that the
Court schedule an expeditious resolution of the Adversary
Proceeding.
In opposition, Schecher sought a prolonged schedule claiming that
it required at least 45 depositions to prepare for trial. Schecher
also explains that it requires a deposition of Debtor's expert in
order to prepare for the Adversary.
Services the Expert will provide are:
a. review the claims of Schecher and any expert report
associated therewith;
b. prepare a response to Schecher's Expert Report;
c. attend a deposition and provide testimony in connection
with same;
d. review the Debtor's books and records regarding its claims
against Schecher and to testify in connection with same.
The Expert' hourly rates are $350 for partners, $185 for managers,
$175 for supervisors, $150 for senior accountants and $125 for
staff accountants.
Mark R. Gerstle, a partner at the firm of Gerstle, Rosen &
Goldenberg, P.A., attests that neither he nor the Firm hold or
represent any interest adverse to the Debtor's estate, and they are
disinterested within the meaning of 11 U.S.C. Sec. 327(a).
The firm can be reached through:
Mark R. Gerstle
Gerstle, Rosen & Goldenberg, P.A.
2630 NE 203rd Street, Ste. 104
Aventura, FL 33180
Phone: (305) 937-0116
Fax: (305) 937-0128
Fax: (305) 937-0337
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, its 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 case.
SKILLSOFT CORP: Bank Debt Trades at 10.96% Off
----------------------------------------------
Participations in a syndicated loan under which Skillsoft Corp is a
borrower traded in the secondary market at 89.04
cents-on-the-dollar during the week ended Friday, December 15,
2017, according to data compiled by LSTA/Thomson Reuters MTM
Pricing. This represents an increase of 2.82 percentage points
from the previous week. Skillsoft Corp pays 825 basis points above
LIBOR to borrow under the $185 million facility. The bank loan
matures on April 28, 2022 and Moody's Caa3 rating and Standard &
Poor's CCC rating. The loan is one of the biggest gainers and
losers among 247 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended December 15.
SOUTHWORTH CO: PCT Realty Buying Agawam Property for $1.8M
----------------------------------------------------------
Southworth Co. filed with the U.S. Bankruptcy Court for the
District of Massachusetts a notice of its proposed sale of the real
estate located at 265 Main Street, Agawam, Massachusetts, together
with tangible and intangible personal property located at, and used
in the operation of, the Debtor's Agawam plant to PCT Realty
Ventures, LLC for $1,880,000, subject to higher and better offers.
A hearing on the Motion is set for Feb. 15, 2018 at 11:00 a.m. The
objection deadline is Feb. 9, 2018 at 4:30 p.m.
The Agawam Assets do not include two Die Cutters and related
personal property presently located at 265 Main Street, Agawam,
Massachusetts. The Agawam Real Estate is described in a deed
recorded at the Hampden County Registry of Deeds in Book 5051, Page
264, and in Certificate of Title No. 22273 recorded on April 2,
1986 in the Hampden County Registry District of the Land Court at
Book 116, Page 133. The personal property is more fully described
in the Asset Purchase Agreement dated Nov. 16, 2017 that is
attached to the Motion to Sell.
The Debtor has received an offer from the Buyer to purchase the
Agawam Assets for the sum of $1,880,000, payable in cash. The sale
will take place on or before the later of (a) the first business
day following the thirtieth day following the expiration of a
45-day Inspection Period that commenced on Jan. 5, 2018; or (b) the
fifth business day following the entry of a final non-appealable
Order of the U.S. States Bankruptcy Court for the District of
Massachusetts. In any event, the Agreement with the Buyer requires
that the parties close the sale on March 15, 2018, time being of
the essence.
The proposed Buyer has paid a total deposit in the sum of $20,000
that is being held by an escrow agent. The terms of the proposed
sale are more particularly described in the Motion to Sell filed
with the Court on Jan. 8, 2018 and a written Asset Purchase
Agreement dated Jan. 5, 2018, attached thereto. The Motion to
Sell, with the APA attached, has been served on all parties
receiving the Notice.
The Agawam Assets will be sold free and clear of all liens, claims,
and encumbrances. Any perfected, enforceable, valid liens will
attach to the proceeds of the sale according to the priorities
established under applicable law.
Through the Notice, higher offers for the purchase of the Agawam
Assets are solicited. Any offer must be accompanied by a cash
deposit of $20,000 Dollars made payable to "Hendel & Collins, P.C.,
as attorneys for Southworth Co." The higher offers must be on the
same terms and conditions provided in the APA, other than the
purchase price. Any higher offer must be at least $90,000 more
than the Purchase Price.
About Southworth Company
Southworth Company is a privately owned Massachusetts Corporation
organized in 1839 and headquartered in Agawam, Massachusetts. In
2006, Southworth acquired the Esleeck Paper Company in Turners
Falls where it operates as Turners Falls Paper Company. The
Madison Park Group, a greeting card and gift company based in
Seattle, Washington, was acquired in 2012 and operates as a
division of Southworth.
Southworth has recently employed approximately 100 employees and
has been engaged in the manufacture of specialty papers for baking
and health care applications, envelopes and office paper, as well
as greeting cards and gifts.
Southworth Company filed a Chapter 11 petition (Bankr. D. Mass.
Case No. 17-30817) on Sept. 27, 2017. The petition was signed by
John S. Leness, its president. At the time of filing, the Debtor
estimated $1 million to $10 million in assets and $10 million to
$50 million in liabilities.
Judge Elizabeth D. Katz presides over the case.
Joseph B. Collins, Esq., at Hendel & Collins P.C., in Springfield,
Massachusetts, serves as counsel to the Debtor. The Debtor hired
Doherty, Wallace, Pillsbury & Murphy P.C. as its special counsel.
The Office of the U.S. Trustee appointed an official committee of
unsecured creditors. The committee hired Shatz, Schwartz and
Fentin, P.C. as its bankruptcy counsel.
STAPLES INC: Bank Debt Trades at 2.76% Off
------------------------------------------
Participations in a syndicated loan under which Staples Inc is a
borrower traded in the secondary market at 97.24
cents-on-the-dollar during the week ended Friday, December 15,
2017, according to data compiled by LSTA/Thomson Reuters MTM
Pricing. This represents an increase of 1.45 percentage points
from the previous week. Staples Inc pays 400 basis points above
LIBOR to borrow under the $2.900 billion facility. The bank loan
matures on Sept. 12, 2024 and Moody's B1 rating and Standard &
Poor's B+ rating. The loan is one of the biggest gainers and
losers among 247 widely quoted syndicated loans with five or more
bids in secondary trading for the week ended December 15.
STEREOTAXIS INC: Expects Fourth Quarter Revenue of $7.6 Million
---------------------------------------------------------------
Stereotaxis, Inc. said preliminary and unaudited revenue for the
fourth quarter of 2017 is expected to be approximately $7.6
million, up 4% from the prior year fourth quarter. Recurring
revenue generated from procedures and service contracts is expected
to be $7.0 million, up 7% from the prior year fourth quarter.
Recurring revenue benefited from an estimated 5% year-over-year
growth in global procedures, with all major geographies
contributing to the quarter's acceleration in procedure growth.
Procedures for the full year 2017 are expected to grow
approximately 2% over the full year 2016, the first year of annual
procedure growth since 2012.
"We continue to see the positive early impact of our initiatives
focused on ensuring electrophysiologists build successful and
growing robotic ablation practices," said David Fischel, chairman
and CEO. "I am proud of our global team's efforts, and we expect
to establish additional commercial capabilities and processes in
2018. This commercial focus is complemented by a robust effort to
deliver meaningful innovation. Successful implementation of these
strategies should place Stereotaxis in a position to fulfill its
potential as a highly differentiated robotic technology with
significant clinical benefits to patients, physicians and hospitals
in the large cardiac ablation market."
This week, Stereotaxis representatives will meet with the
investment community in San Francisco during the J.P. Morgan
Healthcare Conference and will engage with the electrophysiology
community at AF Symposium in Orlando. The financial results
presented in this release are preliminary and unaudited, and actual
results may differ. The Company expects to report audited full
year 2017 financial results in March 2018.
About Stereotaxis
Based in St. Louis, Missouri, Stereotaxis, Inc. --
http://www.stereotaxis.com/-- is an innovative robotic technology
company designed to enhance the treatment of arrhythmias and
perform endovascular procedures. Its mission is the discovery,
development and delivery of robotic systems, instruments, and
information solutions for the interventional laboratory. These
innovations help physicians provide unsurpassed patient care with
robotic precision and safety, improved lab efficiency and
productivity, and enhanced integration of procedural information.
Over 100 issued patents support the Stereotaxis platform. The core
components of Stereotaxis' systems have received regulatory
clearance in the United States, European Union, Japan, Canada,
China, and elsewhere.
Stereotaxis reported a net loss available to common stockholders of
$11.80 million on $32.16 million of total revenue for the year
ended Dec. 31, 2016, compared to a net loss available to common
stockholders of $7.35 million on $37.67 million of total revenue
for the year ended Dec. 31, 2015.
As of Sept. 30, 2017, Stereotaxis had $15.12 million in total
assets, $33.33 million in total liabilities, $5.96 million in
convertible preferred stock, and a total stockholders' deficit of
$24.16 million.
SUNOCO LP: Moody's Rates Proposed $1.75BB Unsecured Notes B1
------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Sunoco LP's
proposed $1.75 billion unsecured note issuance. There is no change
to the company's other ratings including its Ba3 Corporate Family
Rating, Ba3-PD Probability of Default Rating, SGL-3 Speculative
Grade Liquidity rating, or stable rating outlook. The ratings on
the company's existing unsecured notes will be withdrawn upon
closing, which is expected to be by the end of January.
"The proposed issuance of these unsecured notes gets the company
one step closer to finalizing the sale of the majority of its
retail locations, a process the company started in April 2017 when
it announced its intentions to sell approximately 1,100 retail
locations to 7-Eleven, Inc. (Baa1 stable)," stated Peter Trombetta,
an AVP-Analyst at Moody's. "The sale of these assets (and the
separate sale of about 200 locations in West Texas) will enable the
company to transition to primarily a wholesale fuel distributor,"
added Trombetta. The wholesale fuel distribution business will
account for about two thirds of total gross profit, compared to
less than one third in 2016. The sale of the assets to 7-Eleven is
expected to close by the end of January.
Assignments:
Issuer: Sunoco LP
-- Senior Unsecured Regular Bond/Debenture, Assigned B1(LGD5)
RATINGS RATIONALE
The proceeds of the planned $1.75 billion unsecured note issuance,
along with proceeds from the sale of the majority of its retail
locations, will be used to, among other things, refinance
outstandings under its $1.2 billion senior secured term loan A ,
its three tranches of unsecured notes ($600 million 5.5% notes due
2020, $800 million 6.25% notes due 2021, and $800 million 6.375%
notes due 2023), borrowings under its revolver, and repayment of
its $300 million preferred equity. The refinancing is required due
to the company triggering the change in control agreement in its
credit agreement and indentures when it agreed to sell the majority
of its retail locations.
Assuming the asset sale closes as anticipated, the company will
benefit from more stable cash flows in the wholesale fuel
distribution business -- Sunoco earns a fixed margin on a
significant portion of its gallons sold -- and materially less
capital expenditure requirements when compared to the retail fuel
business. After the close of the 7-Eleven transaction, the
companies have agreed on a 15 year fixed margin take-or-pay fuel
supply agreement whereby Sunoco will supply 7-Eleven with 2.2
billion gallons of fuel annually. That amount will increase to 2.7
billion over four years. Sunoco also benefits from the size of its
wholesale business -- total wholesale revenue for 2016 was about
$8.5 billion and about 8 billion gallons sold (including 7-Eleven)
-- which Moody's believe the company will look to grow to gain
additional economies of scale. Post-close, Moody's expect the
company will maintain leverage within its publicly stated range of
4.5x to 4.75x (or closer to 5.0x to 5.25x including Moody's
standard adjustments).
Sunoco LP (SUN) is a master limited partnership (MLP) that
distributes motor fuel to convenience stores, independent dealers,
commercial customers and distributors situated in over 30 states.
SUN distributes its fuel and fuel products to approximately 5,300
Sunoco-branded company and third-party operated locations
throughout the East Coast, Midwest and Southeast regions of the
United States.
The principal methodology used in this rating was Retail Industry
published in October 2015.
SUNSET PARTNERS: Brown Ribbon Buying Assets for $1M
---------------------------------------------------
Lynne Riley, the duly appointed Chapter 11 trustee of Sunset
Partners, Inc. and Chapter 7 trustee of Bema Restaurant Corp.,
filed with the U.S. Bankruptcy Court for the District of
Massachusetts of her proposed private sale of the Debtors' right,
title and interest in assets of the estate to Brown Ribbon
Entertainment, LLC and Christopher Brown or their assignee or
nominee for $1 million, subject to higher and better offers.
A hearing on the Motion is set for Feb. 15, 2018 at 10:00 a.m. The
objection deadline is Feb. 13, 2018 at 4:30 p.m.
The Assets consist of (i) all Kinds Common Victualler Alcohol
License (LN-2017-0337) and Common Victualler License (LN-2017-0238)
issued by the Town of Brookline, Massachusetts ; (2) all of the
Debtors' right, title and interest in the furniture, fixtures,
equipment, inventory, and goodwill; (3) the non-exclusive right to
use the trademarks, intellectual property and trade names of the
Sunset Cantina restaurant; and (4) all of the Debtors' right to
occupy the premises at 916 Commonwealth Avenue, Brookline, MA,
pursuant to new leases to be negotiated with the premises
landlord.
The Trustee has received an offer from the Buyers to purchase the
Assets for the sum of $1 million in cash. The Assets will be sold
free and clear of all liens, claims and encumbrances. Any
perfected, enforceable valid liens will attach to the proceeds of
the sale according to priorities established under applicable law.
Higher offers for the Assets are solicited. Any higher offer must
be for a minimum of $1,050,000, and be accompanied by a cash
deposit of $50,000 made payable to and delivered to the
undersigned. Higher offers must be on the same terms and
conditions provided in the Offer, other than the purchase price. A
form of purchase and sale agreement is available upon request to
the undersigned.
Any objection to the sale and/or higher offers must be filed or
before the bid deadline. A copy of any higher offer also will be
served upon the Trustee's counsel undersigned together with the
required $10,000 deposit. A hearing on the Motion, objections or
higher offers is scheduled to take place on the Hearing Date.
The deposit will be forfeited to the Debtors' estate if the
successful purchaser fails to complete the sale by the date ordered
by the Court. If the sale is not completed by the buyer approved
by the Court, the Court, without further hearing, may approve the
sale of the Property to the next highest bidder.
About Sunset Partners
Sunset Partners, Inc., is a Massachusetts corporation that owns and
operates two Boston area restaurants: the Sunset Grill & Tap
located at 130 Brighton Avenue, Allston, MA; and, the Sunset
Cantina located at 916 Commonwealth Avenue, Brookline, MA.
Affiliate Bema Restaurant Corporation, d/b/a Patron's, is a
Massachusetts corporation that owns and operates a Boston area
restaurant called Patrons, which is located at 138 Brighton Avenue,
Allston, Massachusetts.
Sunset Partners filed for Chapter 11 bankruptcy protection (Bankr.
D. Mass. Case No. 17-12178) on June 7, 2017, disclosing $1.05
million in total assets and $5.67 million in total liabilities.
Bema Restaurant Corporation filed a Chapter 11 petition (Bankr. D.
Mass. Case No. 17-12434) on June 29, 2017, disclosing $1.12 million
in assets and $4.45 million in liabilities. Marc Berkowitz,
president, signed the petitions.
The cases are jointly administered and assigned to Judge Joan N.
Feeney.
David B. Madoff, Esq., and Steffani Pelton Nicholson, Esq., at
Madoff & Khoury LLP, served as bankruptcy counsel to the Debtors.
Verdolino & Lowey, P.C., served as the Debtors' accountant.
On Sept. 25, 2017, Lynee F. Riley was appointed as the Chapter 11
trustee to the Debtors. The Trustee retained Casner & Edwards LLP
as counsel.
TK HOLDINGS: New Plan Discloses $12.5MM Funding for Trust Reserve
-----------------------------------------------------------------
TK Holdings Inc. and affiliates filed with the U.S. Bankruptcy
Court for the District of Delaware a disclosure statement for its
second amended joint chapter 11 plan of reorganization dated Jan.
2, 2018.
The second amended plan preserves the going-concern value of the
Debtors' businesses, maximizes creditor recoveries, provides for an
equitable distribution to all of the Debtors' stakeholders, and
protects the jobs of the Debtors' invaluable employees. To evidence
their support of the restructuring, the Debtors, the Consenting
OEMs, and the Plan Sponsor entered into a restructuring support
agreement, dated as of Nov. 16, 2017.
The latest plan's primary purposes include:
-- 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 such 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 such assets in TKH and certain of its
subsidiaries upon TKH's emergence from chapter 11;
-- vesting the Warehoused PSAN Assets in a Delaware corporation
established under the Plan to comply with the Debtors' obligations
under the Preservation Order and to continue the maintenance,
shipping, and disposal of the Warehoused PSAN Assets after the
Effective Date;
-- providing for the establishment of a limited liability
company organized under the laws of Delaware, which will be the
parent holding company of Reorganized TK Holdings and the
Warehousing Entity;
-- 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 Entity
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, (i) resolve and make distributions on account of Allowed
Administrative Expense Claims until the Non-PSAN PI/WD Claims
Termination Date,5 (ii) hold the Other Excluded Assets belonging to
the Debtors' estates, the reserves necessary to pay certain claims
in full under the Plan, the recovery funds for each of the Debtors
to make distributions to holders of Allowed General Unsecured
Claims, other than the Recovery Funds relating to PSAN PI/WD Claims
and the Recovery Funds relating to OEM Claims, and the disputed
claims reserves established for benefit of holders of subsequently
Allowed Claims, and (iii) otherwise wind-down the Debtors'
Estates;
-- merging the OEM Funds with the DOJ OEM Restitution Fund to be
administered by the Special Master; 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.
On the Effective Date, the Reorganized TK Holdings Trust will be
established in accordance with the Plan to, among other things, (i)
be the sole member of TK Global LLC, (ii) hold the Recovery Funds
established to make Distributions on account of Other General
Unsecured Claims against the Debtors, (iii) hold any Excluded
Assets other than the PSAN Assets, the Warehoused PSAN Assets, and
any contracts or leases that are rejected by the Debtors or the
Reorganized Debtors, and (iv) resolve Disputed Claims and
administer 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)
the OEM Unsecured Claims, after the Effective Date. The Reorganized
TK Holdings Trust will also retain all rights to commence and
pursue all Causes of Action, including Avoidance Actions, that are
expressly preserved and not released under the Plan.
The Debtors currently anticipate reserving approximately $12.5
million to fund the Reorganized TK Holdings Trust Reserve.
A full-text copy of the Latest Disclosure Statement is available
at:
http://bankrupt.com/misc/deb17-11375-1551.pdf
A full-text copy of the Second Amended Plan is available at:
http://bankrupt.com/misc/deb17-11375-1550.pdf
About TK Holdings
Japan-based Takata Corporation (TYO:7312) --
http://www.takata.com/en/-- develops, manufactures and sells
safety products for automobiles. The Company offers seatbelts,
airbags, steering wheels, child seats and trim parts. Headquartered
in Tokyo, Japan, Takata operates 56 plants in 20 countries with
approximately 46,000 global employees worldwide. The Company has
subsidiaries located in Japan, the United States, Brazil, Germany,
Thailand, Philippines, Romania, Singapore, Korea, China and other
countries.
Takata Corp. filed for bankruptcy protection in Tokyo and the U.S.,
amid recall costs and lawsuits over its defective airbags. Takata
and its Japanese subsidiaries commenced proceedings under the Civil
Rehabilitation Act in Japan in the Tokyo District Court on June 25,
2017.
Takata's main U.S. subsidiary TK Holdings Inc. and 11 of its U.S.
and Mexican affiliates each filed voluntary petitions under Chapter
11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No.
17-11375) on June 25, 2017. Together with the bankruptcy filings,
Takata announced it has reached a deal to sell all its global
assets and operations to Key Safety Systems (KSS) for US$1.588
billion.
Nagashima Ohno & Tsunematsu is Takata's counsel in the Japanese
proceedings. Weil, Gotshal & Manges LLP and Richards, Layton &
Finger, P.A., are serving as counsel in the U.S. cases.
PricewaterhouseCoopers is serving as financial advisor, and Lazard
is serving as investment banker to Takata. Ernst & Young LLP is
tax advisor. Prime Clerk is the claims and noticing agent. The
Debtors Meunier Carlin & Curfman LLC, as special intellectual
property counsel.
Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal
counsel, KPMG is serving as financial advisor, Jefferies LLC is
acting as lead financial advisor. UBS Investment Bank also provides
financial advice to KSS.
On June 28, 2017, TK Holdings, as the foreign representative of the
Chapter 11 Debtors, obtained an order of the Ontario Superior Court
of Justice (Commercial List) granting, among other things, a stay
of proceedings against the Chapter 11 Debtors pursuant to Part IV
of the Companies' Creditors Arrangement Act. The Canadian Court
appointed FTI Consulting Canada Inc. as information officer. TK
Holdings, as the foreign representative, is represented by McCarthy
Tetrault LLP.
The U.S. Trustee has appointed an Official Committee of Unsecured
Trade Creditors and a separate Official Committee of Tort
Claimants.
The Official Committee of Unsecured Creditors has selected
Christopher M. Samis, Esq., L. Katherine Good, Esq., and Kevin F.
Shaw, Esq., at Whiteford, Taylor & Preston LLC, in Wilmington,
Delaware; Dennis F. Dunne, Esq., Abhilash M. Raval, Esq., and Tyson
Lomazow, Esq., at Milbank Tweed Hadley & McCloy LLP, in New York;
and Andrew M. Leblanc, Esq., at Milbank, Tweed, Hadley & McCloy
LLP, in Washington, D.C., as its bankruptcy counsel. The Committee
has also tapped Chuo Sogo Law Office PC as Japan counsel.
The Official Committee of Tort Claimants selected Pachulski Stang
Ziehl & Jones LLP as counsel. Gilbert LLP will evaluate of the
insurance policies. Sakura Kyodo Law Offices will serve as special
counsel.
Roger Frankel, the legal representative for future personal injury
claimants of TK Holdings Inc., et al., tapped Frankel Wyron LLP and
Ashby & Geddes PA to serve as co-counsel.
Takata Corporation ("TKJP") and affiliates Takata Kyushu
Corporation and Takata Services Corporation commenced Chapter 15
cases (Bankr. D. Del. Case Nos. 17-11713 to 17-11715) on Aug. 9,
2017, to seek U.S. recognition of the civil rehabilitation
proceedings in Japan. The Hon. Brendan Linehan Shannon oversees the
Chapter 15 cases. Young, Conaway, Stargatt & Taylor, LLP, serves as
Takata's counsel in the Chapter 15 cases.
TMTR HOLDINGS: $950K Sale of Property to Herrlichs Okayed
---------------------------------------------------------
Judge Craig A. Gargotta of the U.S. Bankruptcy Court for the
Western District of Texas authorized TMTR Holdings, LLC's sale of
real property and improvements described as 475 Bayside Drive, Port
Aransas, Texas, to Thomas G. Herrlich and Lisa M. Herrlich for
$950,000.
The sale is free and clear of all liens, claims and encumbrances.
The ordinary closing costs, including real estate commissions and
the local ad valorem taxing authorities (pro-rated through
closing), may be paid directly from closing.
The the ad valorem tax lien for tax years 2017 and prior pertaining
to the subject property will attach to the sales proceeds and that
the closing agent will pay all ad valorem tax debt owed incident to
the subject property immediately upon closing and prior to any
disbursement of proceeds to any other person or entity.
Should the sale of the subject property close after Dec. 31, 2017,
the year 2018 ad valorem taxes will be prorated in accordance with
the Earnest Money Contract and will become the responsibility of
the Purchaser and the year 2018 ad valorem tax lien will be
retained against the subject property until said taxes are paid in
full.
The liens of New First National Bank and Nueces County will
automatically attach to the net sales proceeds based upon their
prepetition priority, and the claims of New First National Bank and
Nueces County paid directly from the closing; the excess sales
proceeds are to be paid to New First National Bank on account of
their cross-collateralized of debts against the Debtor and a
related entity known as Double Rafter H Construction Co., LLC.
About TMTR Holdings
TMTR Holdings, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Tex. Case No. 17-52797) on Dec. 5,
2017. Judge Craig A. Gargotta presides over the case. At the time
of the filing, the Debtor estimated assets of less than $50,000 and
liabilities of less than $100,000. The Debtor tapped William R.
Davis, Jr., Esq. at Langley & Banack, Inc. as its legal counsel.
UNI-PIXEL INC: Court Approves Key Employee Incentive Program
------------------------------------------------------------
BankruptcyData.com reported that the U.S. Bankruptcy Court approved
Uni-Pixel's motion to establish and administer a key employee
incentive program (KEIP). As previously reported, "The KEIP is
necessary to incentivize critical personnel to continue to perform
at a high level, without distraction, while assuming additional
roles and performing services beyond the duties required by their
former positions, in order to maintain and maximize the value of
the Debtors' assets for the benefit of creditors of the bankruptcy
estates. The three people included in the KEIP are Jeff Hawthorne
(former CEO), Christine Russell (former CFO) and Jalil Shaikh
(former COO). The KEIP is an incentive-based compensation program
premised on the consummation of the sale of the Debtors' assets
and/ or collection of additional amounts from accounts receivable
or insurance. Former Management comprises the proposed
participants in the KEIP. The KEIP Participants are invaluable and
must remain involved and fully engaged in the sale process because
the required work did not stop with the execution of the asset
purchase agreement. The three KEIP Participants have undertaken
all of the management responsibilities of a company in a Chapter 11
reorganization. They have undertaken efforts to secure all of the
Debtors' assets, respond to requests from creditors, and reach out
to prospective purchasers to solicit offers to purchase the
Debtors' assets. The three KEIP Participants will share in an
Incentive Pool equal to 15% of the cash and cash equivalents
actually received by the estate from a sale of the Debtors' assets.
Distributable Proceeds will not include deferred, contingent,
escrowed or other consideration not paid in cash as of the
Transaction Date. KEIP Participants will also be entitled to 15% of
accounts receivable that are collected and any amounts paid
pursuant to foreign accounts receivable insurance (if accounts
receivable are not collectable). The Incentive Pool will be
allocated evenly between the three KEIP Participants."
About Uni-Pixel Inc.
The Woodlands, Tex.-based Uni-Pixel, Inc. --
http://www.unipixel.com/-- develops and markets metal mesh
capacitive touch sensors for the touch-screen and flexible displays
markets. The Company's roll-to-roll electronics manufacturing
process patterns fine line conductive elements on thin films. The
Company markets its technologies for touch panel sensor, cover
glass replacement, and protective cover film applications under the
XTouch and Diamond Guard brands.
Uni-Pixel, Inc., and its subsidiary Uni-Pixel Displays, Inc., filed
Chapter 11 petitions (Bankr. N.D. Cal. Case Nos. 17-52100 and Case
No. 17-52101) on Aug. 30, 2017.
The Debtors tapped Scott H. McNutt, Esq., at McNutt Law Group LLP,
as bankruptcy counsel; and Crowell & Moring LLP, as special
counsel.
The Official Committee of Unsecured Creditors in the Debtors' cases
is represented by John William Lucas of Pachulski Stang Ziehl and
Jones LLP.
VARINDER SINGH: U.S. Trustee Appoints 2-Member Committee
--------------------------------------------------------
Andrew R. Vara, Acting U.S. Trustee for Region 3, notified the U.S.
Bankruptcy Court for the Eastern District of Pennsylvania, that he
has appointed two members to the official committee of unsecured
creditors of Varinder Jeet Singh.
The Committee members are:
(1) Karser Pajthan
4451 Anthony Drive
Bethlehem, PA 18020
Tel: (201) 522-7803
E-mail: Karser.Pathan@gmail.com
(2) Sheikh Ahmed
4450 Oakwood Lane
Nazareth, PA 18064
Tel: (610) 905-3046
Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense. They may investigate the debtor's business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.
Varinder Jeet Singh sought Chapter 11 protection (Bankr. E.D. Pa.
Case No. 16-18245) on Dec. 6, 2017. The Debtor tapped Michael J.
McCrystal, Esq., as counsel.
VERIFONE INC: Moody's Affirms Ba2 CFR; Outlook Stable
-----------------------------------------------------
Moody's Investors Service affirmed VeriFone, Inc's existing
ratings, including the Ba2 Corporate Family Rating (CFR) and the
Ba3-PD Probability of Default Rating, and assigned Ba2 ratings to
its $1.4 billion of proposed 1st lien senior credit facilities. The
ratings have a stable outlook. Verifone will use the proceeds from
the new credit facilities to refinance borrowings under existing
term loans and revolving credit facilities. Moody's expects to
withdraw the ratings for the existing credit facilities upon the
repayment of the debt at the close of the refinancing.
RATINGS RATIONALE
Moody's analyst Raj Joshi said, "Verifone has made significant
progress toward rationalizing its product portfolio, rolling out
new products, reducing costs, and divesting non-core businesses
that weakened its profitability. However, the company's success in
achieving its strategic goal to grow its share of revenues from
higher-margin, recurring services by leveraging its platform of
Point of Sale (POS) devices will take longer to assess and is
subject to successful business execution across various
geographies."
The affirmation of the Ba2 CFR reflects Moody's expectations for
Verifone's improving credit metrics driven by revenue growth and
increasing EBITDA margins. Moody's expects Verifone's revenue to
grow by about 2% (excluding divested businesses) in fiscal year
2018 after sequential declines in fiscal years 2016 and 2017.
Moody's expects Verifone's EBITDA growth to drive total debt to
EBITDA (Moody's adjusted) to the low 3x in FY 2018, from about 3.7x
at fiscal year ended October 31, 2017, and free cash flow of about
13% of total adjusted debt over this period. The Ba2 CFR is
underpinned by Moody's expectation that Verifone will maintain
conservative financial policies given its high business risks that
result from the volatile sales of its POS products, which still
account for the majority of its profits and additionally drive its
services revenues, and limited product diversity. Verifone's credit
profile is supported by its leading market positions in the POS
terminals market in several major economies, a large installed
base, high geographic revenue diversity and growing revenues from
add-on services. Competitive and technology risks are high in the
POS industry, especially in the value segment of the POS market.
Long-term risks include potential disintermediation of POS devices
by alternative payment technologies, although such technologies
continue to evolve and the market tends to adopt new solutions at a
gradual pace.
The stable ratings outlook incorporates Moody's expectation that
Verifone's total debt to EBITDA (Moody's adjusted) will decline and
remain near the low 3x and free cash flow will exceed 10% of total
adjusted debt over the next 12 to 18 months.
The SGL-1 liquidity rating reflects Verifone's very good liquidity
mainly supported by over $560 million of availability under the new
$700 million revolving credit facility and estimated free cash flow
of at least $120 million in fiscal year 2018.
Moody's does not expect to upgrade Verifone's ratings over the next
12 to 18 months, given the company's narrow product portfolio and
historical volatility in product revenues and profitability.
Moody's could upgrade Verifone's ratings over time if revenues
become more diversified and predictable with a growing share of
recurring, services revenues, it maintains good earnings growth,
and sustains total debt to EBITDA below 2.5x (Moody's adjusted).
Conversely, Moody's could downgrade Verifone's ratings if an
aggressive financial policy, sustained weak operating performance
or a debt-funded acquisition cause total debt-to-EBITDA (Moody's
adjusted) to approach 4x and if free cash flow to total debt
declines to less than 10% over an extended period of time. The
ratings could also be downgraded if Moody's believes that the
adoption of new payment technologies will escalate competitive
risks for Verifone.
Moody's has taken the following ratings action:
Issuer: VeriFone, Inc.
-- Corporate Family Rating, Ba2, Affirmed
-- Probability of Default Rating, Ba3-PD, Affirmed
-- New Senior Secured Bank Credit Facilities, Assigned Ba2 (LGD3)
-- Speculative Grade Liquidity Rating, SGL-1, Affirmed
Outlook Actions:
Issuer: VeriFone, Inc.
-- Outlook, Stable
Verifone is a leading provider of point of sale hardware systems,
as well as technology based payment solutions and services.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
VIP RESORT: Taps Schwartz Flansburg as Legal Counsel
----------------------------------------------------
VIP Resort LLC seeks approval from the U.S. Bankruptcy Court for
the District of Nevada to hire Schwartz Flansburg PLLC as its legal
counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; negotiate with creditors; give advice regarding
any potential sale of its assets; 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 range from $265 to $625 for its attorneys
and $140 to $215 for legal assistants and support staff.
Schwartz Flansburg held a retainer in the sum of $10,476.50 as of
December 27, 2017.
The firm's attorneys are "disinterested persons" as defined in
section 101(14) of the Bankruptcy Code, according to court
filings.
Schwartz Flansburg can be reached through:
Samuel A. Schwartz, Esq.
Schwartz Flansburg PLLC
6623 Las Vegas Blvd. South, Suite 300
Las Vegas, NV 89119
Tel: (702) 385-5544
Fax: (702) 385-2741
Email: sam@nvfirm.com
About VIP Resort LLC
VIP Resort LLC, formerly A-VIP Pet Resort --
http://www.a-vippetresort.com-- is a privately owned provider of
dog & cat boarding services. It is located in the heart of Las
Vegas, just minutes from both McCarran International Airport and
the famous Las Vegas Strip.
VIP Resort sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Nev. Case No. 17-16841) on December 27, 2017. Kurt
Williams, its managing member, signed the petition.
At the time of the filing, the Debtor disclosed that it had
estimated assets and liabilities of $1 million to $10 million.
Judge Laurel E. Davis presides over the case.
VRG LIQUIDATING: Taps Pachulski Stang as Special Counsel
--------------------------------------------------------
VRG Liquidating, LLC seeks approval from the U.S. Bankruptcy Court
for the District of Delaware to hire Pachulski Stang Ziehl & Jones
LLP as its special counsel.
The firm will provide legal services to the company and its
affiliates in connection with the investigation and prosecution of
preference claims.
The firm will be compensated on a contingency fee basis in
accordance with this fee arrangement:
(1) Pre-Suit. Pachulski will earn legal fees on a contingency
basis
of 20% of gross recoveries received on all preference
claims it
pursues.
(2) Post-Suit. Pachulski will earn legal fees on a contingency
basis
of 33% of gross recoveries received on all preference
claims it
pursues.
Andrew Caine, Esq., disclosed in a court filing that his firm does
not hold or represent any interest adverse to the Debtors.
In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Mr.
Caine disclosed that his firm has not agreed to any variations
from, or alternatives to, its standard or customary billing
arrangements; and that no Pachulski professional has varied his
rate based on the geographic location of the Debtors' bankruptcy
cases.
Pachulski can be reached through:
Andrew W. Caine, Esq.
Pachulski Stang Ziehl & Jones LLP
10100 Santa Monica Blvd., 13th Floor
Los Angeles, CA 90067-4003
Tel: 310.277.6910
Fax: 310.201.0760
Email:acaine@pszjlaw.com
Email: info@pszjlaw.com
About VRG Liquidating LLC
Vestis Retail Group and eight of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Lead Case No. 16-10971) on
April 18, 2016. The Debtors estimated assets in the range of $0 to
$50,000 and debts of $100 million to $500 million. The petitions
were signed by Thomas A. Kennedy, their secretary.
Headquartered in Meriden, Connecticut, Vestis Retail Group, LLC, et
al., operate 144 retail stores, which are located in 15 states.
Bob's Stores operates 36 stores throughout New England, New York,
and New Jersey. Eastern Mountain Sports operates 61 stores,
located primarily in the Northeastern states. Sport Chalet
operates 47 stores throughout California, Arizona, and Nevada.
Bob's Stores and EMS primarily operate stores located in the
Northeastern states, while Sport Chalet's stores, which are
currently being liquidated, are located in the Western states.
Prior to the Petition Date, each of the three Debtor retailers
operated an e-commerce site at, respectively, www.bobstores.com,
www.sportchalet.com, and www.ems.com. In 2015, the Debtors
collectively generated 5% of their total sales, or approximately
$32 million, through e-commerce, according to Court documents.
Judge Laurie Selber Silverstein is assigned to the cases.
The Debtors have hired Young, Conaway, Stargatt & Taylor, LLP, as
their counsel, FTI Consulting, Inc. and Lincoln Partners Advisors
LLC as their financial advisor and Kurtzman Carson Consultants,
LLC, as their claims and noticing agent, KPMG LLP as tax compliance
and consulting service provider.
An official committee of unsecured creditors has been appointed in
the cases. The Committee has tapped Cooley LLP as its lead counsel
and Polsinelli as conflicts counsel. Zolfo Cooper, LLC, serves as
its bankruptcy consultant and financial advisor.
* * *
In April 2016, Vestis Retail Group LLC successfully restructured
and recapitalized Eastern Mountain Sports and Bob's Stores through
a section 363 sale to an affiliate of Versa Capital Management LLC,
the Debtors' lender, in exchange for the satisfaction of some debt,
a $3 million cash contribution to the estate and the assumption of
some liabilities. The Company's remaining retailer, Sport Chalet,
was concurrently divested through an organized wind down.
WALTER INVESTMENT: Hires Ernst & Young as Auditor & Tax Advisor
---------------------------------------------------------------
Walter Investment Management Corp. seeks authority from the U.S.
Bankruptcy Court for the Southern District of New York employ Ernst
& Young LLP as auditor and tax advisor for the Debtor.
The services to be rendered by Ernst & Young are:
A. Audit Services
* audit and report on the Debtor's consolidated financial
statements and supplementary information as of and for
the year ended December 31, 2017;
* review the Debtor's unaudited interim financial
information before the Debtor files its Form 10-Q;
* conduct the audit of the consolidated financial
statements in accordance with the standards for
financial audits contained in Government Auditing
Standards issued by the Comptroller General of the
United States and thus will also provide a report on
internal control over financial reporting related to
the financial statements and compliance with laws,
regulations and the provisions of contracts or grant
agreements and other matters, noncompliance with which
could have a material effect on the financial
statements, as required by Government Auditing
Standards.
* audit and report on each major US Department of Housing
and Urban Development program for those legal entities
listed in Attachment A of the engagement letter for the
year ending December 31, 2017, in accordance with the
U.S. Housing of Urban Development Consolidated Audit
Guide for the Audit of HUD Programs and Government
Auditing Standards and provide an opinion on compliance
with laws, regulations and the provisions of contracts
or grant agreements that could have a direct and
material effect on each major HUD program in accordance
with the Guide; and
* perform separate statutory audits of the financial
statements for the year ending December 31, 2017 of the
Company's legal entities listed in Attachment A of the
Audit Engagement Letter.
B. SOC 1 Services
* perform Type 2 Examination of Controls at a Service
Organization relevant to user entities' internal
control over financial reporting as of September 30,
2017, based on the criteria the Debtor has identified,
which are set forth in Appendix A to the SOC 1
Services.
C. Agreed Upon Procedures Relating to the Department of
Housing and Urban Development
* perform agreed-upon procedures, and issue a report,
as specified by HUD and agreed by the Debtor, as
described in the instructions to its Lender Electronic
Assessment Portal in accordance with the attestation
standards of the American Institute of Certified Public
Accountants, attestation standards of Government
Auditing Standards and the HUD Consolidated Audit
Guide.
D. Regulation AB and Uniform Single Attestation Program for
Mortgage Bankers Services
* examine management's assertion, and issue a report,
that the Debtor complied with the specified SEC
Regulation AB Item 1122 servicing criteria for Ditech
Financial LLC;
* examine the Debtor's assertion, and issue a report,
that the Debtor complied with the servicing standards
related to the servicing of single family residential
mortgages as set forth in the Mortgage Bankers
Association of America's Uniform Single Attestation
Program for Mortgage Bankers for Ditech Financial LLC
and Reverse Mortgage Solutions, Inc., in all material
respects, as of and for the year ended December 31,
2017.
E. Employment Tax Compliance Services
* with the upcoming relocation of the payroll operations
from St Paul, Minnesota to Fort Washington,
Pennsylvania, Ernst & Young will provide the following
employment tax advice and assistance to update the
employment taxing agencies with the Debtor's new
mailing address:
* provide an information request to the Debtor required
to complete account update forms and notifications
(general information, business contact information,
officer information) for each legal entity;
* prepare approximately 120 signature ready state
unemployment tax forms/letters;
* prepare approximately 102 signature ready state
withholding tax forms/letters;
* prepare approximately 144 signature ready local income
tax forms/letters;
* prepare 7 signature ready federal account change
letters with limited Power of Attorney Forms;
* submit all forms to appropriate taxing agencies, at or
within one month of the effective date provided that
Ernst & Young receives all information necessary for
the completion of the forms by November 1st;
* assist in correcting account name changes and file most
recent corporate officer list;
* assist in following up with the appropriate state and
local employment tax agencies to confirm account
updates, including notice assistance;
* provide matrix of state confirmations; and,
* provide copies of all employment tax forms filed on
behalf of client.
F. Federal Employment Tax Services
* provide the Debtor, as requested, with general federal
employment tax advice and assistance concerning
remediation of Federal employment notices related to
federal unemployment and social security taxes and/or
refunds and successorship questions relating to merger
and acquisition activity;
* confer with IRS regarding outstanding Form 941-X
employment tax refund claims;
G. State Employment Tax Services
* provide the Debtor, as requested, with general state
employment tax advice and assistance concerning
remediation of employment tax notices related to state
unemployment insurance, state withholding and local
taxes;
* assist with successorship questions relating to merger
and acquisition activity;
* confer with states regarding employment notices or tax
refund claims;
* review statutory election (joint account, voluntary
contribution, and rate protest) and provide
recommendations.
H. Routine On-Call Tax Advisory Services
* provide routine tax advice and assistance concerning
issues as requested by the Debtor when such projects
are not covered by a separate statement of work and do
not involve any significant tax planning or projects.
Grant R. Haines, partner of Ernst & Young LLP, attests that Ernst &
Young is a "disinterested person" as that term is defined in
section 101(14) of the Bankruptcy Code as modified by section
1107(b) of the Bankruptcy Code.
On November 28, 2017, Ernst & Young received a retainer from the
Debtor in the amount of approximately $113,300. As of the Petition
Date, the balance of the Retainer was approximately $88,180.
Fees that Ernst & Young intends to charge the Debtor for the
Services are:
* Ernst & Young estimates that its fees for core audit
services will ultimately be approximately $6,600,000
which includes an estimate of out-of-pocket expenses.
* Ernst & Young estimates that its non-bankruptcy "out of
scope" fees will be charged at a rate per hour of $210.
* In addition, Ernst & Young's fees for Non-Core Audit
Services will be based on the time that Ernst & Young's
professionals spend performing Non-Core Audit Services,
as adjusted annually on July 1 while such services are
being performed.
The current hourly rates, by level of professional, are:
Partner/Principal/Executive Director $695 - $775
Senior Manager $595 - $675
Manager $495 - $575
Senior $380 - $475
Staff $215 - $280
Admin/Intern $70 - $100
The firm can be reached through:
Grant R. Haines
ERNST & YOUNG LLP
One Tampa City Center
201 North Franklin Street, Suite 2400
Tampa, FL 33602
Tel: 813 225 4800
Fax: 813 225 4711
About Walter Investment
Based in Fort Washington, Pennsylvania and established in 1958,
Walter Investment Management Corp., formerly known as Walter
Investment Management LLC -- http://www.walterinvestment.com/-- is
a diversified mortgage banking firm focused primarily on servicing
and originating residential loans, including reverse loans. The
company services a wide array of loans across the credit spectrum
for its own portfolio and for GSEs, government agencies,
third-party securitization trusts and other credit owners. The
company originates and purchases residential loans that it
predominantly sells to GSEs and government entities.
Walter Investment commenced a prepackaged Chapter 11 case (Bankr.
S.D.N.Y. Lead Case No. 17-13446) with a plan of reorganization
where the Company commits to reduce its outstanding corporate debt
by approximately $806 million through a combination of cancellation
of debt ($531 million) and principal pay-downs ($275 million).
As of Sept. 30, 2017, the Debtor had total assets of $14.97 billion
and total debt of $15.21 billion.
The case is assigned to Hon. James L. Garrity Jr.
Weil, Gotshal & Manges LLP, is the Debtor's counsel, with the
engagement led by Sunny Singh, Esq., Ray C. Schrock, P.C., and
Joseph H. Smolinsky, Esq. The Debtor's investment banker is
Houlihan Lokey Capital, Inc. The Debtor's restructuring advisor is
Alvarez & Marsal North America, LLC. The Debtor's claims and
noticing agent is Prime Clerk LLC.
WESTERN STATES: Wants Premium Finance Pact With IPFS Corporation
----------------------------------------------------------------
Western States, Inc., asks the U.S. Bankruptcy Court for the
District of Wyoming for permission to enter into a Premium Finance
Agreement with IPFS Corporation.
The Debtor proposes to grant IPFS a first priority lien and
security interest in all unearned or return premiums and dividends
which may become payable under the policies identified in the
Agreement, and a lien and security interest in loss payments which
reduce the unearned premiums subject only to any mortgagee or loss
payee interests, and further requests that any deficiency claim of
IPFS remaining in the event that IPFS must proceed against its
collateral be afforded administrative expense priority.
In the ordinary course of its business, the Debtor must maintain
various insurance policies. The Debtor is, however, unable to pay
in the ordinary course of business the premiums for the insurance
policies identified in the Agreement, and has been unable, after
reasonable efforts, to obtain unsecured credit for the payment.
The Debtor has engaged in discussions with various companies in the
business of providing insurance premium financing, and has
determined that IPFS offers the most advantageous terms for
financing.
The insurance policies identified in the Agreement are crucial to
the operation of the Debtor's business.
The Agreement would require the Debtor to make a down payment to
IPFS in the amount of $2,403.35 and to make monthly payments in the
amount of $578.89 each over a term of 10 months. The annual
percentage rate is 11,399% and the total amount financed under the
Agreement is 291.25.
The Agreement grants IPFS a lien and security interest in any and
all unearned or return premiums and dividends which may become
payable under the policies identified in the Agreement. This
property is not otherwise subject to a lien. The Debtor requests,
and the proposed order submitted herewith provides, that IPFS' lien
and security interest in the premiums and dividends will be senior
to the rights of the Debtor's estate in this or any subsequent
proceeding under the U.S. Bankruptcy Code and to the rights of any
person claiming a lien or security interest in any assets of the
Debtor. Notwithstanding the foregoing, the existence and priority
of the liens and security interest of AVANA CAPITAL, L.L.C., and
AVANA FUND I, L.L.C or Itria Ventures, LLC, as set forth in the
cash collateral orders will remain in full force and effect.
The Agreement also assigns to IPFS as security any loss payments
under the policies which reduce the unearned premiums. The Debtor
requests that IPFS' lien and security interest in payments will be
senior to the rights of the Debtor's estate in this or any
subsequent proceeding under the Bankruptcy Code, but will be
subject to the interest of any mortgagees or other payees.
The Debtor requests that IPFS' liens and security interests be
deemed duly perfected without further action by IPFS.
In the event of a default by the Debtor in making the monthly
payments under the Agreement, but subject to a 10-day notice and
cure period, the Agreement allows IPFS to cancel the insurance
policies identified in the Agreement and apply to the Debtor's
account the unearned or return premiums and dividends and, subject
to the rights of mortgagees or other loss payees, any loss payments
which reduce the unearned premiums. The Debtor requests that IPFS
may exercise its rights under the Agreement in the event of default
without moving for relief from the automatic stay and without
further order of the Court.
The Debtor also requests that any sums that remain due after IPFS
has exercised its rights after default will be deemed an
administrative expense of this estate, entitled to priority over
any and all administrative expenses of the kind specified in 11
U.S.C. Section 503(b) or 507(b), pursuant to 11 U.S.C. Section
364(c)(1), whether incurred in Debtor's Chapter 11 case or after
conversion of the case to a case under Chapter 7 of the Bankruptcy
Code.
A copy of the Debtor's Motion is available at:
http://bankrupt.com/misc/wyb17-20041-315.pdf
About Western States
Western States, Inc., operates the Ramada Plaza Casper Motel &
Conference Center located in Casper, Wyoming. Its shareholders are
Satwant Singh Sran and Daljeet Mann who own 70% and 30% of the
shares, respectively.
Western States filed a Chapter 11 petition (Bankr. D. Wyo. Case No.
17-20041) on Jan. 25, 2017. The petition was signed by Daljeet S.
Mann, general manager and shareholder. In its petition, the Debtor
estimated $1 million to $10 million in both assets and
liabilities.
Judge Cathleen D. Parker presides over the case.
The Debtor is represented by Paul Hunter, Esq., in Cheyenne,
Wyoming.
The U.S. Trustee has not appointed a trustee, an examiner or an
unsecured creditors' committee in the case.
WILLIAM ALVEAR: $180K Sale of Las Vegas Rental Property Approved
----------------------------------------------------------------
Judge Mike K. Nakagawa of the U.S. Bankruptcy Court for the
District of Nevada authorized William and Elizabeth Alvear to sell
the rental property at 624 Garden Place, Las Vegas to Jose Adsencio
Perez-Daniel and Estela Garcia-Martin for $180,000.
A hearing on the Motion was held on Dec. 27, 2017 at 9:30 a.m. No
party appeared at the hearing or filed an objection to the motion.
William Alvear sought Chapter 11 protection (Bankr. D. Nev. Case
No. 12-13444) on March 24, 2012. On July 1, 2014, the Court
confirmed the Debtors' Plan of Reorganization.
Counsel for the Debtors:
Ryan A. Hamilton, Esq.
HAMILTON LAW
5125 S. Durango, Suite C
Las Vegas, NV 89113
Telephone: (702) 818-1818
Facsimile: (702) 974-1139
E-mail: Ryan@hamlegal.com
WOODBRIDGE GROUP: Committee Hires FTI as Financial Advisor
----------------------------------------------------------
The Official Committee of Unsecured Creditors of Woodbridge Group
of Companies and its debtor-affiliates seeks authority from the
United States Bankruptcy Court for the District of Delaware to
retain FTI Consulting, Inc. as financial advisor to the Committee.
The financial advisory services FTI will provide to the Committee
are:
a. assist in the review of financial related disclosures
required by the Court, including the Schedules of Assets and
Liabilities, the Statement of Financial Affairs and Monthly
Operating Reports;
b. assist in the preparation of analyses required to assess
any proposed Debtor-In-Possession financing or use of cash
collateral;
c. assist with the assessment and monitoring of the Debtors'
short term cash flow, liquidity, and operating results;
d. assist with the review of the Debtors' employee benefit
programs;
e. assist with the review of the Debtors' analysis of core
business assets and the potential disposition or liquidation of
non-core assets;
f. assist with the review of the Debtors' cost/benefit
analysis with respect to the affirmation or rejection of various
executory contracts and leases;
g. assist with the review of the Debtors' identification of
potential cost savings, including overhead and operating expense
reductions and efficiency improvements;
h. assist in the review and monitoring of the asset sale
process, including, but not limited to an assessment of the
adequacy of the marketing process, completeness of any buyer lists,
review and quantifications of any bids;
i. assist with review of any tax issues associated with, but
not limited to, claims/stock trading, preservation of net operating
losses, refunds due to the Debtors, plans of reorganization, and
asset sales;
j. assist in the review of the claims reconciliation and
estimation process;
k. assist in the review of other financial information
prepared by the Debtors, including, but not limited to, cash flow
projections and budgets, business plans, cash receipts and
disbursement analysis, asset and liability analysis, and the
economic analysis of proposed transactions for which Court approval
is sought;
l. assist in connection with the SEC and state investigations,
including, but not limited to, assisting, advising and representing
the Committee in connection with any litigation, claim, action,
regulatory or other proceeding, formal or informal, that may be
pending in any federal or state court or otherwise;
m. assist the Debtors with respect to document preservation;
n. attend meetings and assist in discussions with the Debtors,
potential investors, banks, other secured lenders, the Committee
and any other official committees organized in these chapter 11
proceedings, the U.S. Trustee, other parties in interest and
professionals hired by the same, as requested;
o. assist in the review and/or preparation of information and
analysis necessary for the confirmation of a plan and related
disclosure statement in these chapter 11 proceedings;
p. assist in the evaluation and analysis of avoidance actions,
including fraudulent conveyances and preferential transfers;
q. assist in the prosecution of Committee responses/objections
to the Debtors' motions, including attendance at depositions and
provision of expert reports/testimony on case issues as required by
the Committee; and
r. render other general business consulting or other
assistance as the Committee or its counsel may deem necessary that
are consistent with the role of a financial advisor and not
duplicative of services provided by other professionals in this
proceeding.
FTI's customary hourly rates are:
2017 Rates
Senior Managing Directors $750 - 1,050
Directors / Senior Directors /
Managing Directors 475 - 835
Consultants/Senior Consultants 285 - 605
Administrative / Paraprofessionals 135 - 265
2018 Rates
Senior Managing Directors $750 - 1,075
Directors / Senior Directors /
Managing Directors 475 - 855
Consultants/Senior Consultants 285 - 620
Administrative / Paraprofessionals 140 - 270
Matthew Diaz, Senior Managing Director with FTI Consulting, Inc.,
attests that FTI does not hold or represent any interest adverse to
the estate, nor does FTI’s involvement in these cases compromise
its ability to continue such consulting service.
The firm can be reached at:
Matthew Diaz
FTI CONSULTING
Three Times Square, 9th Floor
New York, NY 10036
Tel: +1 212 247 1010
Fax: +1 212 841 9350
Email: matt.diaz@fticonsulting.com
About Woodbridge Group
Headquartered in Sherman Oaks, California, The Woodbridge Group
Enterprise -- http://www.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. Since its inception, the Woodbridge Group
Enterprise has completed more than $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.
Woodbridge Group of Companies and certain of its affiliates filed
Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead 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.
Homer Bonner Jacobs, PA, as special counsel, Province, Inc., as
expert consultant, Moelis & Company LLC, as investment banker.
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.
Pachulski Stang Ziehl & Jones is counsel to the Official Committee
of Unsecured Creditors; and FTI Consulting, Inc. serves as its
financial advisor.
WOODBRIDGE GROUP: Committee Taps Pachulski Stang Ziehl as Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Woodbridge Group
of Companies and its debtor-affiliates seeks authority from the
United States Bankruptcy Court for the District of Delaware to
retain Pachulski Stang Ziehl & Jones LLP as counsel to the
Committee.
The Committee needs Pachulski to:
a. assist, advise and represent the Committee in its
consultations with the Debtors regarding the administration of
these Cases;
b. assist, advise and represent the Committee with respect to
the Debtors' retention of professionals and advisors with respect
to the Debtors' business and these Cases;
c. assist, advise and represent the Committee in analyzing the
Debtors' assets and liabilities, investigating the extent and
validity of liens and participating in and reviewing any proposed
asset sales, any asset dispositions, financing arrangements and
cash collateral stipulations or proceedings;
d. assist, advise and represent the Committee in any manner
relevant to reviewing and determining the Debtors' rights and
obligations under leases and other executory contracts;
e. assist, advise and represent the Committee in investigating
the acts, conduct, assets, liabilities and financial condition of
the Debtors, the Debtors' operations and the desirability of the
continuance of any portion of those operations, and any other
matters relevant to the Cases or to the formulation of a plan;
f. assist, advise and represent the Committee in connection
with any sale of the Debtors' assets;
g. assist, advise and represent the Committee in its
participation in the negotiation, formulation, or objection to any
plan of liquidation or reorganization;
h. assist, advise and represent the Committee in understanding
its powers and its duties under the Bankruptcy Code and the
Bankruptcy Rules and in performing other services as are in the
interests of those represented by the Committee;
i. assist, advise and represent the Committee in the
evaluation of claims and on any litigation matters, including
avoidance actions; and
j. provide such other services to the Committee as may be
necessary in these Cases; and
i. assist, advise and represent the Committee in connection
with any litigation, claim, action, regulatory or other proceeding,
formal or informal, that may be pending in any federal or state
court or otherwise.
Bradford J. Sandler, a partner in the firm of Pachulski Stang Ziehl
& Jones LLP, attests that neither Pachulski, nor any of its
attorneys, holds or represents any interest adverse to the
Committee or the Debtors' estates in the matters on which they are
to be retained; and Pachulski is a "disinterested person" as that
term is defined in section 101(14) of the Bankruptcy Code.
The firm's current standard hourly rates are:
Partners $625.00 to $1,245.00
Counsel $575.00 to $995.00
Associates $450.00 to $595.00
Paralegals $325.00 to $350.00
The Firm can be reached through:
Richard M. Pachulski, Esq.
James I. Stang, Esq.
Jeffrey N. Pomerantz, Esq.
Bradford J. Sandler, Esq.
Colin R. Robinson, Esq.
PACHULSKI STANG ZIEHL & JONES LLP
919 North Market Street, 17th Floor
P.O. Box 8705
Wilmington, DE 19899
Tel: 302-652-4100
Fax: 302-652-4400
E-mail: rpachulski@pszjlaw.com
jstang@pszjlaw.com
jpomerantz@pszjlaw.com
bsandler@pszjlaw.com
crobinson@pszjlaw.com
About Woodbridge Group
Headquartered in Sherman Oaks, California, The Woodbridge Group
Enterprise -- http://www.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. Since its inception, the Woodbridge Group
Enterprise has completed more than $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.
Woodbridge Group of Companies and certain of its affiliates filed
Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead 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.
Homer Bonner Jacobs, PA, as special counsel, Province, Inc., as
expert consultant, Moelis & Company LLC, as investment banker.
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.
Pachulski Stang Ziehl & Jones is counsel to the Official Committee
of Unsecured Creditors; and FTI Consulting, Inc. serves as its
financial advisor.
WYNIT DISTRIBUTION : Taps Paul Rome as Collection Agent
-------------------------------------------------------
WYNIT Distribution, LLC and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the District of Minnesota to
employ Paul Rome and Associates, LLC effective as of December 12,
2017, to assist in the collection of potential assets.
The Debtors have identified a pool of debit balances totaling
approximately $11,000,000 and accounts receivable totaling an
additional $800,000 owing from their vendors and customers
(potential assets).
For its services, Paul Rome will be paid:
(a) 15% contingency fee on money obtained on Potential Assets
for United States-based vendors and/or customers without an
attorney and 30% with an attorney; or
(b) 25% contingency fee on money obtained on Potential Assets
for non-United States based vendors and/or customers without an
attorney and 35% with an attorney.
Paul Rome, CEO at Paul Rome and Associates, LLC, attests that his
firm does not hold nor represent any interest materially adverse to
the Debtors' estates in the matters for which the firm is proposed
to be retained; and is a "disinterested person," as such term is
defined in section 101(14) of the Bankruptcy Code and as required
under section 327(a) of the Bankruptcy Code.
The firm can be reached through:
Paul Rome
Paul Rome and Associates, LLC
43 Newburgh Rd., Suite 402B
Hackettstown, NJ 07840
Phone: (908) 979-9007
About WYNIT Distribution
Headquartered at Greenville, South Carolina, WYNIT Distribution,
LLC, is an international distributor of products from the top
brands in the consumer electronics, photo, wide format printing,
security and outdoor leisure and adventure industries.
WYNIT Distribution, LLC, and six affiliated debtors filed separate
Chapter 11 bankruptcy petitions (Bankr. D. Minn. Lead Case No.
17-42726) on Sept. 8, 2017. The petitions were signed by Pete
Richichi, its chief operating officer. By orders entered on Sept.
13, 2017, the cases are jointly administered, with WYNIT
Distribution's case as the lead case.
WYNIT Distribution disclosed total assets and debt of $100 million
to $500 million.
Judge Kathleen H Sanberg presides over the cases.
The Debtors engaged Stinson Leonard Street LLP as counsel; Conway
Mackenzie, Inc., as financial advisor; and JND Corporate
Restructuring as claims, noticing, and balloting agent.
The Official Committee of Unsecured Creditors formed in the case
has retained Barnes & Thornburg LLP and Lowenstein Sandler LLP as
its bankruptcy co-counsel.
ZINA CHRISTIAN: Case Summary & 5 Unsecured Creditors
----------------------------------------------------
Debtor: Zina Christian Center, Inc.
PO Box 25613
Raleigh, NC 27611-5729
Business Description: Zina Christian Center, Inc. operates in the
religious organizations industry. The
company's principal place of business
is located at 3640 Bastion Lane
Raleigh, NC 27604. It is a small business
Debtor as defined in 11 U.S.C. Section
101(51D).
Chapter 11 Petition Date: January 8, 2018
Case No.: 18-00100
Court: United States Bankruptcy Court
Eastern District of North Carolina
(Raleigh Division)
Debtor's Counsel: Travis Sasser, Esq.
SASSER LAW FIRM
2000 Regency Parkway, Suite 230
Cary, NC 27518
Tel: (919) 319-7400
Fax: (919) 657-7400
E-mail: tsasser@carybankruptcy.com
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Waymond Burton, president.
A full-text copy of the petition containing, among other items,
a list of the Debtor's five largest unsecured creditors is
available for free at http://bankrupt.com/misc/nceb18-00100.pdf
[^] Recent Small-Dollar & Individual Chapter 11 Filings
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In re Zoriall LLC
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Chapter 11 Petition filed December 29, 2017
See http://bankrupt.com/misc/canb17-31299.pdf
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Chapter 11 Petition filed December 29, 2017
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Bankr. S.D. Cal. Case No. 17-07807
Chapter 11 Petition filed December 29, 2017
represented by: Andrew H. Griffin, III, Esq.
LAW OFFICES OF ANDREW H. GRIFFIN, III
E-mail: Griffinlaw@mac.com
In re Lloyd G. Eliott
Bankr. D. Conn. Case No. 17-51543
Chapter 11 Petition filed December 29, 2017
represented by: Mark M. Kratter, Esq.
LAW OFFICES OF MARK M. KRATTER, LLC
E-mail: laws4ct@aol.com
In re Gregory G. Roy and Regine Roy
Bankr. S.D. Fla. Case No. 17-25478
Chapter 11 Petition filed December 29, 2017
represented by: David W. Langley, Esq.
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In re Hamid R. Mehdiabadi
Bankr. S.D. Fla. Case No. 17-25485
Chapter 11 Petition filed December 29, 2017
represented by: Chad T. Van Horn, Esq.
E-mail: Chad@cvhlawgroup.com
In re Anthony J. Horwitz
Bankr. N.D. Ill. Case No. 17-38402
Chapter 11 Petition filed December 29, 2017
represented by: William J Factor, Esq.
THE LAW OFFICE OF WILLIAM J. FACTOR, LTD
E-mail: wfactor@wfactorlaw.com
In re Francis Picarde
Bankr. D. Mass. Case No. 17-14786
Chapter 11 Petition filed December 29, 2017
represented by: Michael Van Dam, Esq.
VAN DAM LAW LLP
E-mail: mvandam@vandamlawllp.com
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Bankr. D.N.J. Case No. 17- 35963
Chapter 11 Petition filed December 29, 2017
See http://bankrupt.com/misc/njb17-35963.pdf
represented by: Richard D. Trenk, Esq.
TRENK, DIPASQUALE ET. AL.
E-mail: rtrenk@trenklawfirm.com
In re Thomas J. Cornell
Bankr. N.D. Tex. Case No. 17-34782
Chapter 11 Petition filed December 29, 2017
represented by: Howard Marc Spector, Esq.
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E-mail: hspector@spectorjohnson.com
In re Crestor Global Investments, Funds II, LLC
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Chapter 11 Petition filed December 29, 2017
See http://bankrupt.com/misc/txnb17-34797.pdf
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E-mail: joyce@joycelindauer.com
In re MC/VC, Inc.
Bankr. S.D. Tex. Case No. 17-20523
Chapter 11 Petition filed December 29, 2017
See http://bankrupt.com/misc/txsb17-20523.pdf
represented by: Ricardo Guerra, Esq.
LAW OFFICE OF RICK GUERRA
E-mail: bankruptcy@rickguerra.com
In re Carlenia Jackie Jackson-Burton
Bankr. E.D. Va. Case No. 17-51793
Chapter 11 Petition filed December 29, 2017
represented by: Harry W. Jernigan, III, Esq.
HARRY JERNIGAN CPA ATTORNEY, P.C.
E-mail: hj@hjlaw.com
In re SOLID ESTATE INVESTMENTS, LLC
Bankr. N.D. Ga. Case No. 17-72345
Chapter 11 Petition filed December 30, 2017
See http://bankrupt.com/misc/ganb17-72345.pdf
represented by: Howard P. Slomka, Esq.
SLIPAKOFF & SLOMKA, PC
E-mail: se@myatllaw.com
In re HTC Enterprise, LLC
Bankr. E.D. Tex. Case No. 17-42876
Chapter 11 Petition filed December 30, 2017
See http://bankrupt.com/misc/txeb17-42876.pdf
represented by: Gary G. Lyon, Esq.
E-mail: glyon.attorney@gmail.com
In re Oak Ridge Looneys, LLC
Bankr. M.D.N.C. Case No. 17-11455
Chapter 11 Petition filed December 31, 2017
See http://bankrupt.com/misc/ncmb17-11455.pdf
represented by: Dirk W. Siegmund, Esq.
IVEY, MCCLELLAN, GATTON, & SIEGMUND, LLP
E-mail: dws@iveymcclellan.com
In re IAN-K, LLC
Bankr. D. Ariz. Case No. 18-00002
Chapter 11 Petition filed January 2, 2018
See http://bankrupt.com/misc/azb18-00002.pdf
represented by: D. Lamar Hawkins, Esq.
AIKEN SCHENK HAWKINS & RICCIARDI, P.C.
E-mail: dlh@ashrlaw.com
In re J. TINA KEYHANI DDS-ORAL & MAXILLOFACIAL SURGERY, P.C
Bankr. D. Ariz. Case No. 18-00003
Chapter 11 Petition filed January 2, 2018
See http://bankrupt.com/misc/azb18-00003.pdf
represented by: D. Lamar Hawkins, Esq.
AIKEN SCHENK HAWKINS & RICCIARDI, P.C.
E-mail: dlh@ashrlaw.com
In re Jaleh Tina Keyhani
Bankr. D. Ariz. Case No. 18-00004
Chapter 11 Petition filed January 2, 2018
represented by: D. Lamar Hawkins, Esq.
AIKEN SCHENK HAWKINS & RICCIARDI, P.C.
E-mail: dlh@ashrlaw.com
In re Tania Elissia Batache
Bankr. C.D. Cal. Case No. 18-10003
Chapter 11 Petition filed January 2, 2018
represented by: Ryan A. Stubbe, Esq.
JAURIGUE LAW GROUP
E-mail: ryan@jlglawyers.com
In re Mariya Sergeevna Ruchka
Bankr. N.D. Cal. Case No. 18-30002
Chapter 11 Petition filed January 2, 2018
represented by: Oxana Kozlov, Esq.
LAW OFFICES OF OXANA KOZLOV
E-mail: okozlov@gmail.com
In re Viva Mexico Grill & Cantina, Inc.
Bankr. N.D. Cal. Case No. 18-40010
Chapter 11 Petition filed January 2, 2018
See http://bankrupt.com/misc/canb18-40010.pdf
represented by: Mufthiha Sabaratnam, Esq.
SABARATNAM AND ASSOCIATES
E-mail: mufti@taxandbklaw.com
In re Janaston Management Development Corp
Bankr. N.D. Ill. Case No. 18-00053
Chapter 11 Petition filed January 2, 2018
See http://bankrupt.com/misc/ilnb18-00053.pdf
represented by: William E. Jamison, Jr., Esq.
WILLIAM E. JAMISON JR., ATTORNEY AT LAW
E-mail: wjami39246@aol.com
In re Timothy David Bakeman
Bankr. E.D. Mich. Case No. 18-40004
Chapter 11 Petition filed January 2, 2018
represented by: Mark H. Shapiro, Esq.
E-mail: shapiro@steinbergshapiro.com
In re ZEVIL, LLC
Bankr. E.D.N.Y. Case No. 18-40019
Chapter 11 Petition filed January 2, 2018
See http://bankrupt.com/misc/nyeb18-40019.pdf
represented by: Solomon Rosengarten, Esq.
E-mail: VOKMA@aol.com
In re Michael C. Cyrilla
Bankr. W.D. Pa. Case No. 18-20017
Chapter 11 Petition filed January 2, 2018
represented by: Donald R. Calaiaro, Esq.
CALAIARO VALENCIK
E-mail: dcalaiaro@c-vlaw.com
In re 27 Flint Group, LLC
Bankr. E.D. Tex. Case No. 18-60002
Chapter 11 Petition filed January 2, 2018
See http://bankrupt.com/misc/txeb18-60002.pdf
represented by: Michael E. Gazette, Esq.
E-mail: megazette@suddenlinkmail.com
In re Ida Mae Whittaker
Bankr. S.D. Tex. Case No. 18-30013
Chapter 11 Petition filed January 2, 2018
Filed Pro Se
In re Losa Kelek
Bankr. W.D. Ark. Case No. 18-70018
Chapter 11 Petition filed January 3, 2018
represented by: Robert Jeffrey Conner, Esq.
BRADY & CONNER, PLLC
E-mail: dblaw0801@hotmail.com
In re Fred Asafu-Adjaye and Esther Asafu-Adjaye
Bankr. C.D. Cal. Case No. 18-10013
Chapter 11 Petition filed January 3, 2018
represented by: Kevin Tang, Esq.
TANG & ASSOCIATES
E-mail: tangkevin911@gmail.com
In re Rosalia Md Carmen Ramirez
Bankr. C.D. Cal. Case No. 18-10093
Chapter 11 Petition filed January 3, 2018
represented by: Kevin Tang, Esq.
TANG & ASSOCIATES
E-mail: tangkevin911@gmail.com
In re Bob Cook Company LLC
Bankr. E.D. Cal. Case No. 18-20048
Chapter 11 Petition filed January 3, 2018
See http://bankrupt.com/misc/caeb18-20048.pdf
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In re 84 Elton LLC
Bankr. E.D.N.Y. Case No. 18-40038
Chapter 11 Petition filed January 3, 2018
See http://bankrupt.com/misc/nyeb18-40038.pdf
represented by: Avrum J. Rosen, Esq.
ROSEN, KANTROW & DILLON, PLLC
E-mail: arosen@rkdlawfirm.com
In re 30th Street Service Station Inc.
Bankr. S.D.N.Y. Case No. 18-10008
Chapter 11 Petition filed January 3, 2018
See http://bankrupt.com/misc/nysb18-10008.pdf
represented by: Abdul Razzaq Ghuman, Esq.
GHUMAN LAW & ASSOCIATES
E-mail: razzaqghuman@gmail.com
In re Schweinehaus, LLC
Bankr. W.D. Tenn. Case No. 18-20060
Chapter 11 Petition filed January 3, 2018
represented by: Eugene G. Douglass, Esq.
E-mail: gene@douglassrunger.com
In re Talema Jennel Brown
Bankr. D.N.J. Case No. 18-10174
Chapter 11 Petition filed January 4, 2018
represented by: Thaddeus R. Maciag, Esq.
MACIAG LAW, LLC
E-mail: MaciagLaw1@aol.com
In re Reliant Realty NY, LLC
Bankr. D. Ariz. Case No. 18-00086
Chapter 11 Petition filed January 4, 2018
See http://bankrupt.com/misc/azb18-00086.pdf
represented by: M. Preston Gardner, Esq.
DAVIS MILES MCGUIRE GARDNER PLLC
E-mail: pgardner@davismiles.com
In re Connor Frett Cochran
Bankr. N.D. Cal. Case No. 18-40032
Chapter 11 Petition filed January 4, 2018
represented by: John H. Carmichael, Esq.
LAW OFFICE OF JOHN H. CARMICHAEL
In re ELM LLC
Bankr. D. Colo. Case No. 18-10051
Chapter 11 Petition filed January 4, 2018
Filed Pro Se
In re Marco F. Bendinelli
Bankr. D. Colo. Case No. 18-10072
Chapter 11 Petition filed January 4, 2018
represented by: Lee M. Kutner, Esq.
E-mail: lmk@kutnerlaw.com
In re David Appello
Bankr. D.N.J. Case No. 18-10181
Chapter 11 Petition filed January 4, 2018
represented by: David L. Stevens, Esq.
SCURA, WIGFIELD, HEYER & STEVENS
E-mail: dstevens@scuramealey.com
In re Zenaida Pattugalan Estaris
Bankr. E.D.N.Y. Case No. 18-40044
Chapter 11 Petition filed January 4, 2018
represented by: Richard Klass, Esq.
E-mail: richklass@courtstreetlaw.com
In re Teignmouth Hall LLC
Bankr. E.D.N.Y. Case No. 18-70047
Chapter 11 Petition filed January 4, 2018
See http://bankrupt.com/misc/nyeb18-70047.pdf
Filed Pro Se
In re APM, LLC
Bankr. M.D. Tenn. Case No. 18-00065
Chapter 11 Petition filed January 4, 2018
See http://bankrupt.com/misc/tnmb18-00065.pdf
represented by: Robert D. MacPherson, Esq.
MACPHERSON & YOUMANS PC
E-mail: rdmacpherson@macyolaw.com
In re Mohsen Mahmoudi and Fatemeh Nematzadeh
Bankr. E.D. Va. Case No. 18-10029
Chapter 11 Petition filed January 4, 2018
represented by: Januario G. Azarcon, Esq.
SAWYER & AZARCON, P.C.
E-mail: jga@sawyerazarcon.com
In re River Hacienda Holdings, LLC
Bankr. D. Ariz. Case No. 18-00136
Chapter 11 Petition filed January 5, 2018
See http://bankrupt.com/misc/azb18-00136.pdf
represented by: Alan R. Solot, Esq.
LAW OFFICE OF ALAN R. SOLOT
E-mail: arsolot@gmail.com
In re Qi Wu
Bankr. C.D. Cal. Case No. 18-100069
Chapter 11 Petition filed January 5, 2018
represented by: Michael Y. Lo, Esq.
LO & LO LLP
E-mail: bklolaw@gmail.com
In re Artem Koshkalda
Bankr. N.D. Cal. Case No. 18-30016
Chapter 11 Petition filed January 5, 2018
represented by: Gregory A. Rougeau, Esq.
BRUNETTI ROUGEAU LLP
E-mail: grougeau@brlawsf.com
In re Fite, LLC
Bankr. D. Or. Case No. 18-30038
Chapter 11 Petition filed January 5, 2018
See http://bankrupt.com/misc/orb18-30038.pdf
represented by: Kirk W. Knutson, Esq.
LAW OFFICES OF CAMACHO & KNUTSON
E-mail: lawknut@comcast.net
In re Michael Scott Carmichael
Bankr. E.D. Tenn. Case No. 18-50024
Chapter 11 Petition filed January 5, 2018
represented by: Ryan E. Jarrard, Esq.
QUIST, FITZPATRICK & JARRARD
E-mail: rej@qcflaw.com
*********
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