/raid1/www/Hosts/bankrupt/TCR_Public/180125.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 25, 2018, Vol. 22, No. 24
Headlines
ABC FAMILY DENTAL: Taps Hristopoulos & Company as Accountant
AGACI LLC: Taps Kurtzman Carson Consultants as Claims Agent
APPVION INC: Exclusive Plan Filing Period Extended Through March 30
ARROWHEAD SELF: U.S. Trustee Unable to Appoint Committee
AUTO SUPPLY: Engages Finley Group as Financial Advisor
BALLANTRAE LLC: Court Gives OK for Interim Use of Cash Collateral
BARMER ENTERPRISES: May Use Cash Collateral Until Jan. 29
BEBE STORES: B. Riley Financial Buys 29.5% Stake as of Jan. 12
BIG E AUTOMOBILE: Case Summary & 3 Unsecured Creditors
BLACK IRON: Exclusive Plan Filing Period Extended Through June 1
BLUE BEE: May Continue Using Cash Collateral Through April 21
BOWLIN FUNERAL: Plan and Disclosures Hearing Set for Feb. 15
CAMBER ENERGY: Buys Oil & Gas Properties in Oklahoma for $210,000
CANYON BUYER: Moody's Assigns B2 CFR; Outlook Stable
CAPE ATLANTIC: Seeks to Use Cash to Maintain Dental Practice
CAPITOL SUPPLY: Wants More Time for Settlement Talks With U.S.
CASHMAN EQUIPMENT: Court Approves Cash Use Until May 31
CASHMAN EQUIPMENT: Plan Filing Period Extended Through May 31
CASINO REINVESTMENT: Moody's Affirms Ba2 on Revenue Bonds
CJ MICHEL INDUSTRIAL: Seeks to Continue Using Cash Collateral
CLINTON NURSERIES: Committee Taps Green & Sklarz as Legal Counsel
CLINTON NURSERIES: Taps TrueNorth Capital as Investment Banker
CLINTON NURSERIES: Taps Zeisler & Zeisler as Legal Counsel
COBALT INT'L: Taps Baker Botts as Special Litigation Counsel
CONDOMINIUM ASSOCIATION: Must Obtain $1.25-Mil. in DIP Financing
CORBETT-FRAME INC: Plan Exclusivity Period Moved to May 7
CORRECT CLAIM: Court Allows Cash Use Until Jan. 29
CRYOPORT INC: Adds New Condition to Tender Offer Statement
DEFINITIONS PRIVATE: Court Says No to Second Request for Extension
DIFFUSION PHARMACEUTICALS: Closes Offering of $12M Common Stock
DIGIPATH INC: Unit's Medical Marijuana License Suspended
ECLIPSE RESOURCES: Travis Peak Gets 12.6% Stake as of Jan. 18
ECLIPSE RESOURCES: Unit Acquires 'Flat Castle' Utica Development
EMPIRE GENERATING: Moody's Lowers Rating on $353MM Sec. Loans to B3
EVANS BREWING CO: Needs More Capital to Continue as Going Concern
EVERMILK LOGISTICS: Semo Wants Plan Outline Revised
FINANCIAL RESOURCES: Unsecureds to Get Nothing Under Plan
FIRST RIVER: Wants Court OK on Interim Use of Cash Collateral
FIRSTENERGY SOLUTIONS: Moody's Cuts CFR to Ca on Likely Default
GIDEON SERVICES: Case Summary & 20 Largest Unsecured Creditors
GLOBAL A&T: Plan Has Jan. 12, 2018 Effective Date
GOLDSTREET AUTOMOTIVE: Given Until March 18 to File Chapter 11 Plan
GRAFTECH FINANCE: Moody's Assigns 'B1' CFR; Outlook Stable
GRAFTECH INTERNATIONAL: S&P Raises CCR to 'B', Outlook Stable
GST AUTOLEATHER: Has Until May 1 to File Plan of Reorganization
HRG GROUP: S&P Retains 'B' Corp. Credit Rating on Watch Positive
JUDYCAT INC: U.S. Trustee Unable to Appoint Committee
KEENEY TRUCK: Seeks Approval of Amended Disclosure Statement
LEHMAN BROTHERS UK: March 7 Combined Plan, Disclosures Hearing
LNB-015-13 LLC: Proposed Plan to be Funded from Rent Income
LSF10 CEDAR: Incremental Loan No Impact on Moody's B2 CFR
LTD MANAGEMENT: Wants to Continue Using Cash Until March 31
LUCID ENERGY: Fitch Assigns First Time BB- IDR; Outlook Stable
M.O.R. PRINTING: 10.3% Recovery for Unsecureds Over 5-Year Period
MAMMOET-STARNETH: Claim Filing Deadline Set for Feb. 12, 2018
MARKETO INC: S&P Assigns 'B-' Corp. Credit Rating & Stable Outlook
MARSH SUPERMARKETS: Ongoing Committee Talks Delays Plan Filing
MCCLATCHY CO: Royce & Associates Owns 10.69% of Class A Shares
MEDRISK LLC: Moody's Assigns B3 Corporate Family Rating
MICHAEL D. COHEN: Wants Exclusive Plan Filing Extended to Feb. 26
MJ PETROLEUM: U.S. Trustee Unable to Appoint Committee
MOUNTAIN CRANE: Court Okays Interim Use of Cash Collateral
NEOVASC INC: Appoints Fred Colen as Chief Executive Officer
NEUBERGER BERMAN XVI-S: Moody's Assigns B3 Rating to Class F Notes
OHLONE TRIBE: Voluntary Chapter 11 Case Summary
OPTIMIZED LEASING: Case Summary & 17 Largest Unsecured Creditors
OWENS CORNING: Moody's Assigns Ba1 Rating on New Unsec. Notes
PETROLIA ENERGY: Appoints New Chief Financial Officer
PHILADELPHIA ENERGY: USW Says Refiners Need Govt. Support
POWER EFFICIENCY: Incurs $586,000 Net Loss in Q3 2016
Q&C PROPERTIES: May Pay One Half Owner/Payroll for January 2018
QUADRANT 4: Wants More Time to Exclusively File Plan
QUANTUM CORP: Names Patrick Dennis as CEO
R. A. EDGIN: Given Until Feb. 15 to File Disclosure and Plan
RAMON LOPEZ: Mora & Aguilera Buying Stockton Property for $1.75M
REDBOX WORKSHOP: Unsecureds to Recover 77.5% Under Latest Plan
RENTECH INC: Taps Latham & Watkins as Bankruptcy Co-counsel
RENTECH INC: Taps Young Conaway as Bankruptcy Co-counsel
RGL RESERVOIR: Moody's Lowers Probability Default Rating to D-PD
RGL RESERVOIR: S&P Raises CCR to 'CCC+' Then Withdraws Rating
ROSETTA GENOMICS: Urges Shareholders to Vote FOR Genoptix Merger
SEARS HOLDINGS: Fitch Cuts IDR to C on Distressed Debt Exchange
SEASTAR HOLDINGS: Taps Stinson Leonard as Regulatory Counsel
SEVEN STARS: Issues 320,000 Common Shares to DBOT-I LLC
SKY-SKAN INC: Wants Continued Use of Cash Collateral
SOUTHCROSS ENERGY: Issues $15 Million Unsecured Notes
SOUTHEAST PROPERTY: Feb. 20 Plan Outline Approval Hearing Set
STINAR HG: Needs More Time to Allow SEC to Vet on Oakridge Plan
STONE CRAZY: Case Summary & 6 Unsecured Creditors
TK HOLDINGS: Wants to Maintain Exclusivity Through Feb. 27
TOP SHELF SPORTS: U.S. Trustee Unable to Appoint Committee
TOYS R US: Affiliate Taps Zolfo Cooper as Financial Advisor
TOYS R US: Committee Taps Bennett Jones as Canadian Counsel
TOYS R US: Taps DJM Realty as Real Estate Consultant
TOYS R US: Taps PricewaterhouseCoopers as Tax Consultant
TWO RIVERS: CFO Quits 'to Pursue Aanother Business Opportunity'
UPA 1: S&P Cuts 2015 Bond Rating to 'BB+' on Construction Delays
VANITY SHOP: Plan Exclusivity Period Extended Until Feb. 9
VICTORY CAPITAL: S&P Places 'BB-' ICR on CreditWatch Positive
VINCE'S BLACK: Seeks OK to Use Cash Collateral to Pay Employees
WALTER INVESTMENT: Taps PricewaterhouseCoopers as Tax Consultant
WEST 16TH STREET: Files Chapter 11 Amended Plan of Liquidation
WEST ALLIS SD: Moody's Hikes GOULT Rating From Ba1; Outlook Stable
WHAA LLC: Wants to Access Cash Collateral Through April 2018
WJA ASSET: Needs More Time to Complete Reconciliation of Records
WOODBRIDGE CAPITAL: K&K Retained to Advise MGP, Sagacious Clients
WOODBRIDGE GROUP: Appoints Three Additional Independent Managers
WOODBRIDGE GROUP: Marc Beilinson Steps Down from Board
WOODBRIDGE GROUP: Seeks New CEO Amid Chapter 11 Process
[*] Colette Gibbons Joins McDonald Hopkins' Cleveland Office
[*] Overall Bankr. Filings Fall 0.7% but Chapter 11s Inch Up
[^] Recent Small-Dollar & Individual Chapter 11 Filings
*********
ABC FAMILY DENTAL: Taps Hristopoulos & Company as Accountant
------------------------------------------------------------
ABC Neighborhood Dental & Orthodontics, P.C., seeks approval from
the U.S. Bankruptcy Court for the District of Colorado to hire
Hristopoulos & Company, P.C. as its accountant.
The firm will assist the Debtor in the preparation of its tax
returns; respond to audits or inquiries; prepare its monthly
operating reports; and provide other accounting services.
Tryfon Hristopoulos, a certified public accountant and owner of the
firm, charges an hourly fee of $225. Other accountants employed by
Hristopoulos & Company who may also provide services bill at the
rate of $75 per hour.
Hristopoulos & Company is "disinterested" as defined in Section
101(14) of the Bankruptcy Code, according to court filings.
The firm can be reached through:
Tryfon Hristopoulos
Hristopoulos & Company, P.C.
8480 East Orchard Road Suite 3150
Greenwood Village, CO 80111
Phone: (303)831-7300
E-mail: tripp@hristopoulos.com
About ABC Neighborhood Dental
& Orthodontics P.C.
ABC Neighborhood Dental & Orthodontics, P.C., is a dental clinic
located at 1250 S Buckley Road, Aurora, Colorado. The company's
gross revenue amounted to $938,213 in 2016 and $882,106 in 2015.
ABC Family Dental is 100% owned by Michael Shifman.
ABC Neighborhood sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Colo. Case No. 17-21637) on Dec. 26,
2017. Michael Shifman, its owner, signed the petition. At the
time of the filing, the Debtor disclosed $92,521 in assets and
$1.21 million in liabilities. Judge Kimberley H. Tyson presides
over the case. Kutner Brinen, P.C. is the Debtor's bankruptcy
counsel.
AGACI LLC: Taps Kurtzman Carson Consultants as Claims Agent
-----------------------------------------------------------
A'GACI, LLC, received approval from the U.S. Bankruptcy Court for
the Western District of Texas to hire Kurtzman Carson Consultants
LLC as its claims, noticing and balloting agent.
The firm will oversee the distribution of notices; assist in the
maintenance, processing and docketing of claims; and provide other
services related to the Debtor's Chapter 11 case.
Prior to the Petition Date, the Debtor paid KCC a retainer in the
sum of $20,000.
KCC attests that is a "disinterested person" as defined in Section
101(14) of the Bankruptcy Code.
The firm can be reached through:
Evan Gershbein
Kurtzman Carson Consultants LLC
2335 Alaska Avenue
El Segundo, CA 90245
Phone: 866.381.9100
E-mail: info@kccllc.com
About A'GACI, L.L.C.
Founded in San Antonio, Texas, A'GACI, L.L.C. --
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
http://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.
A'GACI, L.L.C., filed a Chapter 11 petition (Bankr. W.D. Tex. Case
No. 18-50049), on Jan. 9, 2018. The petition was signed by David
Won, manager/CMO. As of Nov. 25, 2017, the Debtor had $82 million
in total assets and $62 million in total liabilities.
The case is assigned to Judge Ronald B. King.
Ian T. Peck, Esq. at Haynes and Boone, LLP, serves as the Debtor's
bankruptcy counsel; Berkeley Research Group, LLC as its financial
advisor; and SSG Advisors, LLC, as its investment bankers.
Kurtzman Carson Consultants LLC, is the claims, noticing &
balloting agent and maintains the site http://www.kccllc.net/agaci
An official committee of unsecured creditors has yet to be
appointed in this Chapter 11 Case. Further, no trustee or examiner
has been requested or appointed in this Chapter 11 Case.
APPVION INC: Exclusive Plan Filing Period Extended Through March 30
-------------------------------------------------------------------
The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware, at the behest of Appvion, Inc., and certain
of its affiliates, has extended the exclusivity periods for filing
a chapter 11 plan and obtaining acceptances of the plan, through
March 30, 2018 and May 29, 2018, respectively.
The Troubled Company Reporter has previously reported that the
Debtors sought for a 60-day extension of the exclusivity periods
asserting that despite the best efforts of the Debtors and their
advisors, the Debtors and their key constituents were unable to
complete negotiations towards a consensual plan before the Petition
Date due to the complexity of their business, and as such,
additional time is needed before a reorganization strategy can be
completed and implemented.
The Debtors said that they are poised to formulate a plan of
reorganization and, indeed, have already begun consulting with
their key constituents to bring these chapter 11 cases to a swift
and efficient conclusion. The Debtors have been working with their
key constituencies since well before the chapter 11 filing toward a
solution that will address the company's leverage and liquidity,
while best positioning the company for the future.
The Debtors related that since the commencement of these cases,
they have worked diligently to stabilize their business operations.
Simultaneously, the Debtors and their professionals have also
worked with the DIP Lenders and Second Lien Lenders, as well as the
Committee, toward a restructuring of the Debtors' business
operations. The Debtors contend, however, that this process is
still continuing, as are their efforts to review all of their
contractual relationships and business operations so that they can
emerge from these cases as a healthy, viable company as soon as
practical.
During this process, the Debtors claimed that they continue to meet
their statutory obligations under the Bankruptcy Code, the
Bankruptcy Rules and applicable local rules and guidelines.
Despite the progress that has been made, the Debtors acknowledged
that the practical realities of these cases dictate an extension of
the statutorily prescribed deadlines to file and solicit
acceptances of a chapter 11 plan.
While the Debtors and their key stakeholders were hopeful that the
chapter 11 process would be brief, the Debtors tell the Court that
a number of issues have arisen that have delayed, but in no way
jeopardized, the ability of the Debtors to reorganize their
operations.
The Debtors related that in the weeks following the commencement of
their Chapter 11 cases, the Debtors were forced to deal with a
myriad of demands placed upon them by their trade suppliers, both
in the United States and around the world. In addition, the
chapter 11 process negatively impacted certain aspects of the
Debtors' business operations, which, together with continued
negative market conditions, required them to re-forecast their
projected results of operations for not only the last few months of
2017, but for 2018 as well. This process delayed diligence and
negotiations with the Debtors' key stakeholders, which re-commenced
in earnest following the release of revised financial information
and forward looking statements in late November.
The Debtors contended that with the initial instability created by
the chapter 11 filing behind them, and the reorganization well
underway, the Debtors now need time to complete the process that
was begun prior to the commencement of these chapter 11 cases.
The Debtors also noted that the deadline for submitting general
unsecured claims (Feb. 14, 2018) will not have passed before the
statutorily prescribed deadline to file a plan of reorganization.
Currently, the Debtors are not in a position to accurately evaluate
the universe of claims against them, prepare a reorganization plan,
determine an appropriate post-reorganization capital structure or
prepare a disclosure statement containing adequate information.
The Debtors asserted that the requested extension will also provide
them time to evaluate all claims and ensure that the Debtors have
the critical information necessary to formulate an achievable
restructuring.
About Appvion Inc.
Appvion, Inc. -- http://www.appvion.com/-- produces thermal,
carbonless, security, inkjet, digital specialty, and colored
papers. The Company is the largest manufacturer of direct thermal
paper in North America. Headquartered in Appleton, Wisconsin,
Appvion operates coating and converting plants there and in West
Carrollton, Ohio and a pulp and paper mill in Roaring Spring,
Pennsylvania. The Company employs approximately 1,400 people and is
100% employee-owned.
Appvion, Inc. and five affiliated debtors each filed a voluntary
petition for relief under Chapter 11 of the Bankruptcy Code (Bankr.
D. Del. Lead Case No. 17-12082) on Oct. 1, 2017. The cases are
pending before the Honorable Kevin J. Carey.
Appvion Inc. disclosed total assets of $413,430,904 and total
liabilities of $714,758,194 as of Aug. 31, 2017.
DLA Piper is serving as legal counsel to Appvion, Guggenheim
Securities LLC is serving as the Company's investment banker, and
Alan Holtz of AlixPartners is serving as the Company's Chief
Restructuring Officer. Prime Clerk LLC is the claims and noticing
agent.
On Oct. 11, 2017, Andrew Vara, acting U.S. trustee for Region 3,
appointed an official committee of unsecured creditors. The
committee hired Lowenstein Sandler LLP, as counsel, Klehr Harrison
Harvey Branzburg LLP, as Delaware co-counsel.
On December 1, 2017, the court appointed Justin R. Alberto as the
fee examiner. He employs Bayard, P.A. as legal counsel.
ARROWHEAD SELF: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Arrowhead Self Storage, LLC, as
of Jan. 18, 2018, according to a court docket.
About Arrowhead Self Storage
Arrowhead Self Storage, LLC, operates a self-storage facility in
Kansas City, Missouri. The company offers for rent storage space
on a short-term basis to tenants.
Arrowhead Self Storage sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Mo. Case No. 17-43057) on Nov. 10,
2017. Susan I. Rose, its member, signed the petition. At the time
of the filing, the Debtor estimated assets and liabilities of $1
million to $10 million. Judge Dennis R. Dow presides over the
case. Erlene W. Krigel, Esq., at Krigel & Krigel, P.C., serves as
the Debtor's counsel.
AUTO SUPPLY: Engages Finley Group as Financial Advisor
------------------------------------------------------
Auto Supply Company, Inc., seeks approval from the U.S. Bankruptcy
Court for the Middle District of North Carolina to hire The Finley
Group as its financial advisor.
The firm will assist the Debtor in any potential sale of its
assets; negotiate with lenders and creditors; modify the cash flow
model; provide court testimony; assist in the preparation and
implementation of a bankruptcy plan; and provide other services
related to its Chapter 11 case.
The firm's hourly rates are:
Managing Directors $395
Directors $300
Managers $250
Paraprofessionals $125
Finley Group holds a retainer in the sum of $45,257.
Elaine Rudisill, managing director of Finley Group, disclosed in a
court filing that she and other members of her firm do not have any
connection with the Debtor or any of its creditors.
The firm can be reached through:
Elaine T. Rudisill
The Finley Group
212 S. Tryon Street, Suite 1050
Charlotte, NC 28202
Tel: 704-375-7542
Cell: 704-576-1452
E-mail:elaine@finleygroup.com
About Auto Supply Co.
Founded in 1954, Auto Supply Co., Inc. -- http://www.ascodc.com/--
is a family-owned supplier of OEM and aftermarket automotive parts,
serving the automotive repair professional from three distribution
centers, 15 store locations and seven battery trucks throughout
North Carolina and Western Virginia. The company's products
include: A/C Parts, Alternators & Starters, Batteries, Bearings &
Seals, Belts & Hoses, Brakes, Caps (Radiator, Gas, etc.), Catalytic
Converters, Chassis Parts, Chemicals, Clutches & Components, CV
Axles, Distributors, Electric Motors, Electronics, Emissions,
Engine Management, Engines & Parts, Filters, Fuel Pumps, Fuses &
Lighting, Gaskets, Heater Parts, Ignition & Wires, Motor Mounts,
Motor Oil, Oxygen Sensors, Power Steering, Radiators, Shocks &
Struts, Spark Plugs, Thermostats, Timing Kits & Parts, TPMS
Sensors, Transmission Fluid, Water Pumps, Wheel Hub Assemblies, and
Wiper Blades. Auto Supply offers two car care center programs:
ACDelco PSC and Parts Plus Car Care Center. The Company is based
in Winston Salem, North Carolina.
About Auto Supply Co. sought Chapter 11 protection (Bankr. M.D.N.C.
Case No. 18-50018) on Jan. 8, 2018. The petition was signed by
Charles A. Key, Jr., president. The case is assigned to Judge Lena
M. James. The Debtor estimated total assets at $13.17 million and
total debts at $22.04 million. The Debtor tapped Ashley S. Rusher,
Esq., at Blanco Tackabery & Matamoros, P.A., as counsel.
BALLANTRAE LLC: Court Gives OK for Interim Use of Cash Collateral
-----------------------------------------------------------------
The Hon. Erik P. Kimball of the U.S. Bankruptcy Court for the
Southern District of Florida has given permission, on an interim
basis through Feb. 14, 2018, for Ballantrae LLC to use American
Business Lending, Inc.'s cash collateral.
The Court previously entered an agreed interim order authorizing
the Debtor to use cash collateral on an interim basis, Jan. 17,
2018.
The Debtor will provide for the U.S. Trustee fee in the approximate
amount of $550 per month.
The Debtor revealed that it had reached a resolution with its
secured creditor, American Business Lending. Under the approved
interim order, the Debtor will pay $16,933 per month as adequate
protection to ABL. Payment is due on the 5th of each month
beginning Dec. 10, 2017. Payment will be delivered to ABL, at the
same location as payments were delivered prepetition, and will
simultaneously provide proof of payment to the creditor's counsel
by e-mail. Failure to deliver payment or proof of the same by the
due date will constitute default, terminating the Debtor's right to
use cash collateral. Adequate protection payments under this court
order and prior orders will be applied to accrued interest.
Any advancements made by the Debtor's principal to the Debtor to
help fund the payments provided for herein, will be deemed a gift.
In order to provide ABL with adequate protection, ABL, will have,
nunc pro tunc as of the commencement of the Chapter 11 cases, a
replacement lien pursuant to 11 U.S.C. Section 361(2) on and in all
property of the Debtor acquired or generated after the Petition
Date, but solely to the same extent and priority, and of the same
kind and nature, as the property of the Debtor securing the
prepetition obligations ABL.
In the event that diminution occurs in the value of cash collateral
from and after the Petition Date as a result of the Debtor's use
thereof in an amount in excess of the value of any replacement
liens granted, then ABL will be granted an administrative claim
under Section 507(b) of the U.S. Bankruptcy Code with priority over
all other administrative expense claims. ABL's super-priority
administrative expense claim will not attach to or be paid from the
proceeds of the avoidance actions.
The Court will hold a final hearing on the cash collateral at 2:00
p.m. on Feb. 14, 2018.
A copy of the Order is available at:
http://bankrupt.com/misc/BallantraeInterimOrderCC.pdf
About Ballantrae, LLC
Ballantrae, LLC, has a fee simple interest in a property located at
5397 Roebuck Road, Jupiter, Florida. It operates a pre-school/day
care facility doing business as Oceanside Academy School at the
property.
Ballantrae, LLC, filed a Chapter 11 petition (Bankr. S.D. Fla. Case
No. 17-13427) on March 22, 2017. In its petition signed by
Managing Member Corinne Gates, the Debtor disclosed $2.03 million
in total assets and $3.42 million in total liabilities.
The Debtor tapped Brian K. McMahon, Esq., at Brian K. McMahon, as
counsel.
BARMER ENTERPRISES: May Use Cash Collateral Until Jan. 29
---------------------------------------------------------
Judge Raymond B. Ray of the U.S. Bankruptcy Court for the Southern
District of Florida has entered an agreed final order authorizing
Barmer Enterprises, LLC to use cash collateral until Jan. 29,
2018.
SunTrust Bank, N.A., Giant Bicycle, Inc. and Cycling Sports Group,
Inc., have consented to the Debtor's use of cash collateral to pay
solely actual, ordinary and necessary postpetition business
expenses not to exceed the line item amounts set forth in the
Budget. The Budget provides total expenses of approximately
$736,323 for the months of November 2017 through April 2018. The
Debtor may use cash collateral to pay quarterly fees to the U.S.
Trustee.
The Debtor is required to make adequate protection payments to
SunTrust Bank on December 1, 2017, December 15, 2017, January 2,
2018 and January 15, 2018 in the amount of $5,000. If the Debtor
fails to make any payment to SunTrust Bank on said dates, the
Debtor's ability to use cash collateral will immediately cease and
SunTrust Bank may submit an Order Converting the Debtor's Case to
Chapter 7.
All cash collateral will be deposited in and disbursed through one
or more debtor-in-possession bank accounts established by the
Debtor. All net income realized from the Debtor's operations will
be held in the DIP Account and will not be disbursed without
further Order of the Court.
In addition, SunTrust Bank will have a replacement lien with the
same validity and priority as its prepetition liens upon all
property which would have constituted its collateral, including
without limitation, any cash or cash equivalents acquired by the
Debtor on or after the Petition Date.
During the initial term of the Order, Giant Bicycles will continue
to ship inventory obligations to SunTrust Bank on a payment on
shipment basis. The critical vendor payments previously paid to
Giant Bicycles during the pendency of this Chapter 11 case will not
be subject to claw-back or disgorgement claims of any type by the
Debtor.
If the Debtor enters into any agreement to sell its business, or
any portion thereof, the Debtor is required to provide to SunTrust
Bank, any and all agreements executed in connection with the sale
including any agreement(s) with a broker, other intermediary or
potential purchaser.
The Debtor is also required to deliver via ECF or electronic mail
to SunTrust Bank's (a) a monthly Debtor in Possession Report
(including copies of all bank statements) showing the Debtor's
operations during the preceding month, (b) a budget v. actual
income and expenses for the previous month; and (c) a Profit and
Loss Statement for the previous month.
A full-text copy of the Order is available at:
http://bankrupt.com/misc/flsb17-16095-248.pdf
About Barmer Enterprises
Headquartered in Fort Lauderdale, Florida, Barmer Enterprises, LLC,
owns and operates eight retail bicycle stores known as Bike America
-- http://www.bikeam.com/-- and located in Pembroke Pines, East
Boca, West Boca, Sunrise, Coral Springs, Boynton Beach and West
Palm Beach. Barmer, which is owned by Gary Mercado and Steven C.
Barnes, bought the retail chain in 2014. The first Bike America
store opened in 1970 in Boca Raton. Barmer has about 40 employees
and its assets include inventory and fixtures. It owns no real
estate.
Barmer Enterprises filed a voluntary Chapter 11 petition (Bankr.
S.D. Fla. Case No. 17-16095) on May 15, 2017, estimating assets up
to $50,000 and liabilities between $1 million and $10 million. The
petition was signed by Gary Mercado, managing member. Judge Raymond
B. Ray presides over the case. Susan D. Lasky, Esq., at Susan D
Lasky, PA, serves as the Debtor's bankruptcy counsel.
BEBE STORES: B. Riley Financial Buys 29.5% Stake as of Jan. 12
--------------------------------------------------------------
B. Riley Financial, Inc. reported to the Securities and Exchange
Commission that as of Jan. 12, 2018, it beneficially owns 3,319,528
shares of common stock of bebe stores, inc., constituting 29.45% of
the shares outstanding. The address of the principal offices of
the Reporting Person is 21255 Burbank Boulevard, Suite 400,
Woodland Hills, California 91367.
B. Riley Financial acquired an aggregate of 3,319,528 shares of
Common Stock pursuant to the terms of a Debt Conversion and
Purchase and Sale Agreement, dated as of Jan. 12, 2018, by and
among B. Riley Financial, bebe stores and The Manny Mashouf Living
Trust.
Under the terms of the DCA, bebe stores issued 2,819,528 shares of
Common Stock to the Reporting Person in exchange for the Reporting
Person's cancelling $16,917,168 of indebtedness of the Issuer held
by the Reporting Person. The Reporting Person also purchased
250,000 shares of Common Stock from each of the Issuer and the
Mashouf Trust for cash consideration in the aggregate amount of
$3,000,000. Those shares of Common Stock were acquired with the
working capital of the Reporting Person.
The aggregate percentage of Shares reported owned by B. Riley
Financial is based upon 11,270,293 shares of Common Stock issued
and outstanding as of Jan. 12, 2018 following the transactions
effected pursuant to the DCA.
A full-text copy of the regulatory filing is available at:
https://is.gd/wZCin5
About bebe stores inc.
Based in Brisbane, California, bebe stores inc. (NASDAQ: BEBE) --
http://www.bebe.com/-- is a women's retail clothier established in
1976. The brand develops and produces a line of women's apparel
and accessories, which it markets under the Bebe, BebeSport, and
Bebe Outlet names.
Manny Mashouf founded bebe stores, inc. and has served as chairman
of the Board since the Company's incorporation in 1976. Mr.
Mashouf became the chief executive officer starting February 2016.
He previously served as the Company's CEO from 1976 to February
2004 and again from January 2009 to January 2013. Mr. Mashouf is
the uncle of Hamid Mashouf, the Company's chief information
officer. The Company operated brick-and-mortar stores in the
United States, Puerto Rico and Canada. The Company had 142 retail
stores before ending all retail operations in the U.S. by May 27,
2017. As of July 1, 2017, the Company had no remaining stores and
had fully impaired, all of its remaining long-lived assets at its
corporate offices and distribution center because of the shut-down
of its operations.
bebe stores reported a net loss of $138.96 million on $0 of net
sales for the fiscal year ended July 1, 2017, compared to a net
loss of $27.48 million on $0 of net sales for the fiscal year ended
July 2, 2016. As of Sept. 30, 2017, bebe stores had $30.87 million
in total assets, $39.21 million in total liabilities and a total
shareholders' deficit of $8.34 million.
The report from the Company's independent registered public
accounting firm Deloitte & Touche LLP, in San Francisco,
California, for the year ended Dec. 31, 2016, included an
explanatory paragraph stating that the Company has incurred
recurring losses from operations and negative cash flows from
operations and expects significant uncertainty in generating
sufficient cash to meet its obligations and sustain its operations,
which raises substantial doubt about its ability to continue as a
going concern.
BIG E AUTOMOBILE: Case Summary & 3 Unsecured Creditors
------------------------------------------------------
Debtor: Big E Automobile Rebuild, Inc.
912 SW 146th Street
Burien, WA 98166
Type of Business: Based in Burien, Washington, Big E Auto Rebuild,
Inc. -- http://www.bigeautorebuild.com/--
offers complete auto body shop and auto paint
shop services. It has been family owned and
operated since 1970 and provides service to
Seattle, West Seattle, Bellevue, Renton, SeaTac,
Kent and Federal Way areas from the Burien
facility.
Chapter 11 Petition Date: January 23, 2018
Court: United States Bankruptcy Court
Western District of Washington (Seattle)
Case No.: 18-10264
Judge: Hon. Christopher M. Alston
Debtor's Counsel: Kevin T. Helenius, Esq.
LAW OFFICE OF KEVIN T. HELENIUS
40 Lake Bellevue Ste 100
Bellevue, WA 98005
Tel: 425-450-7011
E-mail: kevin.helenius@frontier.com
Total Assets: $1.33 million
Total Liabilities: $2.04 million
The petition was signed by John Willard, president.
A full-text copy of the petition, containing a list of the Debtor's
three largest unsecured creditors, is available for free at:
http://bankrupt.com/misc/mab18-10264.pdf
BLACK IRON: Exclusive Plan Filing Period Extended Through June 1
----------------------------------------------------------------
Judge William T. Thurman of the U.S. Bankruptcy Court for the
District of Utah has granted Black Iron, LLC, an extension of its
exclusive periods within which to file and solicit acceptances of a
plan through and including June 1 and July 31, 2018, respectively.
The Troubled Company Reporter has previously reported that the
Debtor asked the Court to extend its exclusive periods within which
to file and solicit acceptances of a Chapter 11 plan in
consideration of complex pending litigation issues that have now
been removed or referred to the Court and ongoing efforts to
resolve tax obligations.
The complex issues and contentious nature of the legacy litigation
demonstrate the need for additional time for the Debtor to
negotiate and, if necessary, pursue litigation with the various
creditors and parties-in-interest. The Debtor said that it has
spent substantial time since the Petition Date addressing the
complex legacy and pending litigation. The Debtor maintained that
it had taken steps to remove or refer to the Court all substantive
litigation matters relating to the Debtor's estate and its assets
within approximately the first 60 days of filing.
The Debtor claimed that it has continued to make progress in the
pending litigation before the Court. First, in Adversary
Proceeding No. 17-02062, the parties have filed dispositive
motions, which are scheduled for hearing with the Court on Jan. 10,
2018. In Adversary Proceeding No. 17-02088, the Debtor anticipated
resolution of this consolidated case either by settlement or trial.
Amended complaints, answers, and initial disclosures have been
filed, and discovery is underway. The Debtor anticipated that it
will continue to make significant progress toward completing a
consensual restructuring and emerging from Chapter 11 with improved
operations. Because there has been limited time since the Petition
Date, this factor favors the requested extension.
The Debtor told the Court that its management has been handling and
responding to creditor inquiries, negotiating with utilities,
obtaining approval of, and administering, a number of motions
designed to minimize the disruption of the Debtor's business during
the Chapter 11 case; complying with various procedural requirements
under the U.S. Bankruptcy Code, including the filing of monthly
financial reports; and engaging in discussions with all
parties-in-interest in an attempt to negotiate a consensual path
forward that maximizes value for the estate.
About Black Iron
Black Iron, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Utah Case No. 17-24816) on June 1, 2017.
Steve L. Gilbert, its manager, signed the petition. At the time
of the filing, the Debtor estimated its assets and debts at $1
million to $10 million.
Judge William T. Thurman presides over the case.
The Debtor hired Adelaide Maudsley, Esq., and Ralph R. Mabey, Esq.,
at Kirton McConkie P.C. as bankruptcy counsel. The Debtor tapped
Gary Thorup, Esq., at Durham Jones to serve as its special
litigation counsel; WSRP, LLC, as its accountant; and Alysen
Tarrant as its environmental consultant.
BLUE BEE: May Continue Using Cash Collateral Through April 21
-------------------------------------------------------------
The Hon. Sandra R. Klein of the U.S. Bankruptcy Court for the
Central District of California authorized Blue Bee, Inc. d/b/a ANGL
to use cash collateral to (i) pay all of the expenses set forth in
its operating budget for the 13-week period from Jan. 21, 2018
through and including April 21, 2018 Budget, and (ii) pay all
quarterly fees owing to the Office of the U.S. Trustee and all
expenses owing to the Clerk of the Bankruptcy Court.
A full-text copy of the Order is available at:
http://bankrupt.com/misc/cacb16-23836-276.pdf
About Blue Bee
Headquartered near downtown Los Angeles, California in Vernon,
California, Blue Bee, Inc., doing business as ANGL, is a retailer
doing business under the "ANGL" brand offering stylish and
contemporary women's clothing at reasonable prices to its
fashion-savvy customers. As of Oct. 19, 2016, Blue Bee owns and
operates 21 retail stores located primarily in shopping malls
throughout the state of California. Founders Jeff Sunghak Kim and
his wife, Young Ae Kim, continue to be actively involved in Blue
Bee's business operations as the President and Secretary of the
Company, respectively.
Blue Bee filed a Chapter 11 petition (Bankr. C.D. Cal. Case No.
16-23836) on Oct. 19, 2016. Jeff Sungkak Kim, its president,
signed the petition. The Debtor estimated assets and liabilities
at $1 million to $10 million. Judge Sandra R. Klein is the case
judge. The Debtor is represented by Juliet Y. Oh, Esq., at Levene,
Neale, Bender, Yoo & Brill LLP.
BOWLIN FUNERAL: Plan and Disclosures Hearing Set for Feb. 15
------------------------------------------------------------
Judge Dennis R. Dow of the U.S. Bankruptcy Court for the Western
District of Missouri conditionally approved Bowlin Funeral Home,
Inc.'s disclosure statement dated Jan. 15, 2018.
Feb. 15, 2015 is fixed for the hearing on final approval of the
disclosure statement and for the hearing on confirmation of the
plan and related matters at US Courthouse, Courtroom 4B, 80
Lafayette St., Jefferson City, MO.
Feb. 6, 2018 is the deadline for:
* Filing with the Court objections to the disclosure statement
or plan confirmation; and
* Submitting to counsel for the plan proponent ballots accepting
or rejecting the plan.
About Bowlin Funeral Home
Bowlin Funeral Home, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Mo. Case No. 17-20965) on Oct. 3,
2017. Mark R. Elliott, Jr., its owner, signed the petition. At
the time of the filing, the Debtor estimated assets and liabilities
of less than $1 million. Judge Dennis R. Dow presides over the
case. Boul & Associates is the Debtor's bankruptcy counsel.
CAMBER ENERGY: Buys Oil & Gas Properties in Oklahoma for $210,000
-----------------------------------------------------------------
Camber Energy, Inc., announced the closing of an acquisition in
Oklahoma for a purchase price of $210,000.
The Company has acquired approximately 3,000 leasehold acres in
Okfuskee County, Oklahoma, including two producing wells and 7
non-producing well bores. The acquisition also includes three salt
water disposal wells, to support existing and potential future
hydrocarbon production.
Camber is evaluating hydrocarbon production opportunities across
all of the acquired acreage including the existing non-producing
well bores. The Company is currently evaluating the non-producing
well bores for workover opportunities. The Company plans to begin
the process of reestablishing production from several of the
non-producing well bores in the next few weeks.
Richard N. Azar II, the CEO of Camber noted that "this acquisition
provides opportunities for the Company to increase its reserve base
and cash flows from Hunton and other productive zones. We are
actively pursuing workover activities and estimate that production
from several of the non-producing well bores will be restored in
the next few weeks."
Mr. Azar continued, "Camber is currently in the process of
evaluating similar acquisitions intended to provide an inventory of
lower risk opportunities to add to our reserve base and cash
flow."
About Camber Energy
Based in San Antonio, Texas, Camber Energy (NYSE American: CEI) --
http://www.camber.energy.com/-- is a growth-oriented, independent
oil and gas company engaged in the development of crude oil,
natural gas and natural gas liquids in the Hunton formation in
Central Oklahoma in addition to anticipated project development in
the San Andres formation in the Permian Basin.
Lucas Energy changed its name to Camber Energy, Inc., effective
Jan. 5, 2017, to more accurately reflect the Company's strategic
shift from its Austin Chalk and Eagleford roots to an expanding
addition of shallow oil and gas reserves with longer-lived,
lower-risk production profiles.
Camber reported a net loss of $89.12 million on $5.30 million of
total net operating revenues for the year ended March 31, 2017,
compared to a net loss of $25.44 million on $968,146 of total net
operating revenues for the year ended March 31, 2016. As of Sept.
30, 2017, Camber Energy had $34.49 million in total assets, $53.96
million in total liabilities and a total stockholders' deficit of
$19.47 million.
GBH CPAs, PC -- http://www.gbhcpas.com/-- in Houston, Texas,
issued a "going concern" opinion on the consolidated financial
statements for the year ended March 31, 2017, citing that the
Company has incurred significant losses from operations and had a
working capital deficit at March 31, 2017. These factors raise
substantial doubt about the Company's ability to continue as a
going concern, the auditors said.
CANYON BUYER: Moody's Assigns B2 CFR; Outlook Stable
----------------------------------------------------
Moody's Investors Service assigned to Canyon Buyer, Inc. ("Weld
North") a B2 Corporate Family Rating (CFR), B2-PD Probability of
Default Rating, a B2 rating to its proposed $300 million senior
secured first-lien term loan and a B2 rating to its proposed $55
million senior secured first-lien revolving credit facility. The
ratings outlook is stable.
Proceeds from the proposed debt issuance along with new and
management-rolled equity will be used to finance the acquisition of
educational software and content provider Weld North Education LLC
by funds affiliated with Silver Lake Partners.
Assignments:
Issuer: Canyon Buyer, Inc.
-- Corporate Family Rating, Assigned B2
-- Probability of Default Rating, Assigned B2-PD
-- Senior Secured First-Lien Credit Facilities, Assigned B2
(LGD3)
-- Outlook, Stable
RATINGS RATIONALE
The B2 CFR broadly reflects Weld North's high initial leverage,
limited historical financial data, and small scale. These risks are
offset to some degree by the company's strong free cash flow
generation and expectations of revenue and EBITDA growth in the
high single-digit percent range driven by secular growth of digital
instruction materials and technology adoption by schools.
Debt-to-EBITDA, pro forma for the LBO transaction, is estimated at
approximately 7.8 times (or 5.8 times adjusted for the change in
deferred revenue) for the year ended December 31, 2017 but is
expected to decline toward 6 times over the next 12-18 months. Free
cash flow-to-debt is expected to improve to about 6.5% over the
next year, driven by expectations for continued growth in EBITDA
and the company's high customer renewal rates which lead to a
highly recurring revenue base. Though the market is very
fragmented, Weld North -- itself a combination of Edgenuity,
Imagine Learning and Generation Ready -- is a leading player in
sub-segments of the K-12 instructional materials market with
defensible market positions in online courseware, supplemental,
intervention and credit recovery content. Weld North is expected to
be acquisitive, and debt funded acquisition activity could result
in persistently high leverage levels or could introduce integration
and sales execution risk which could hamper growth.
The stable ratings outlook is based on Moody's expectation that
over the next 12-18 months, Weld North will maintain free cash
flow-to-debt at or above 5% and generate revenue and EBITDA growth
in the high single-digit percent range.
Absent any debt-financed acquisition activity, Moody's could
upgrade Weld North if the company were to continue to grow
profitably and reduce debt such that reported debt-to-EBITDA is
sustained below 4.5 times and free cash flow-to-debt is sustained
above 10%. Moody's could downgrade Weld North if revenues declined
as a result of competitive or pricing pressure such that free cash
flow-to-debt is sustained below 5% or EBITDA-to-interest expense is
sustained below 2 times. The ratings could also be downgraded if
liquidity were to deteriorate.
Moody's expect Weld North to maintain a good liquidity profile over
the next 12 months, supported by positive free cash flow, an
expected $10 million cash balance at the close of the transaction
and access to a $55 million undrawn committed revolving credit
facility. The revolving credit facility contains a springing
first-lien net leverage maintenance covenant which is tested
quarterly when the facility is 35% or more drawn.
The principal methodology used in these ratings was Software
Industry published in December 2015.
Weld North Education LLC, headquartered in Greenwich, Connecticut,
is a provider of SaaS based educational curriculum content and
services primarily to K-12 schools in the United States. The
company is owned by funds affiliated with Silver Lake Partners and
management. Weld North generated pro forma revenues of
approximately $221 million in 2016.
CAPE ATLANTIC: Seeks to Use Cash to Maintain Dental Practice
------------------------------------------------------------
Cape Atlantic Dental Associates, PC, seeks authorization from the
U.S. Bankruptcy Court for the District of New Jersey to use Cash
Collateral on an interim basis, pending a final hearing on its
motion, consistent with its proposed budget.
The cash collateral is the Debtor's sole source of funding and
immediate access is needed to ensure that it is able to continue
the operation of its dental practice. The Debtor proposes to use
cash collateral for its dental practice operations in accordance
with the budget submitted.
As adequate protection, the Debtor will pay $259 per month,
starting Feb. 1, 2018, to the Estate of Wilfred D. Conn. The
Debtor is indebted to the Estate in the amount of $74,000 with the
Estate having a first priority security interest in the assets
located at the Pleasantville premises
The Debtor will also be paying Funding Circle–Greenfield Bank,
commencing Feb. 1, 2018, the amount of $602 per month. Funding
Circle–Greenfield is owed $36,000, and has a first priority
security interest in the assets located at the Egg Harbor City
Premises.
A full-text copy of the Debtor's Motion is available at:
http://bankrupt.com/misc/CapeAtlantic-CashCollateralMotion.pdf
About Cape Atlantic Dental Associates
Cape Atlantic Dental Associates, PC, owns and operates a dental
practice in Pleasantville, New Jersey, and Egg Harbor City, New
Jersey. Cape Atlantic Dental Associates filed a Chapter 11
petition (Bankr. D.N.J. Case No. 18-10844) on Jan. 15, 2018. John
R. Jones, president, signed the petition. The Debtor is
represented by Scott M. Zauber, Esq., and Margaret A. Holland,
Esq., at Subranni Zauber LLC.
CAPITOL SUPPLY: Wants More Time for Settlement Talks With U.S.
--------------------------------------------------------------
Capitol Supply, Inc., asks the U.S. Bankruptcy Court for the
Southern District of Florida to extend the exclusive periods during
which only the Debtor can file a plan of reorganization and to
solicit acceptance of the plan through and including March 5, 2018,
and May 4, 2018, respectively.
Based on the Petition Date, the Exclusive Filing Period expires on
Jan. 18, 2018, and the Exclusive Solicitation Period expires on
March 19, 2018.
On Oct. 20, 2017, the Court entered an order shortening time for
filing proofs of claim, establishing plan and disclosure statement
filing deadlines, and addressing related matters, which provided,
inter alia, that the Debtor's deadline for filing a plan and
disclosure statement is Jan. 18, 2018.
Since the Petition Date, the Debtor has devoted a significant
amount of time to complying with the requirements of operating as a
debtor-in-possession during a Chapter 11 case, prosecuting a motion
to enforce automatic stay against an action by the United States
and Louis Scutellaro pending before the District Court for the
District of Columbia, defending the appeal of the Court's order
granting in part such motion to enforce automatic stay, negotiating
the sale of the Debtor's interest in certain agreements and related
business divisions with proposed sellers and the Debtor’s secured
lender, obtaining court approval of the sale and related contract
assignment, seeking use of cash collateral, and negotiating use of
cash collateral with the Debtor’s secured lender.
Additionally, the Debtor recently started settlement discussions
with one of its largest unsecured creditors, the United States,
with respect to the claims asserted in the DC Case. As a result,
the Debtor requires additional time pursue such settlement
discussions with the United States and to formulate its plan of
reorganization.
The Debtor assures the Court that it is generally making required
post-petition payments, and effectively managing its operations and
finances. The Debtor believes that there are reasonable prospects
for filing a viable plan.
A copy of the Debtor's Motion is available at:
http://bankrupt.com/misc/flsb17-21544-128.pdf
About Capitol Supply
Since 1983, Capitol Supply, Inc., has provided the United States
Government, the U.S. Military, State and local government agencies
and consumer and commercial customers worldwide various products
needed to operate their businesses. Capitol Supply offers office
supply, office furniture, hardware, tools, auto parts, cleaning
supplies, dorms and quarters, package room, and GSA schedule
needs.
Capitol Supply was formerly known as Capitol Furniture Distributing
Company and changed its name to Capitol Supply, Inc. in March
2005.
Capitol Supply, Inc., based in Boca Raton, Florida, filed a Chapter
11 petition (Bankr. S.D. Fla. Case No. 17-21544) on Sept. 20, 2017.
The petition was signed by Robert J. Steinman, director and chief
executive officer. In its petition, the Debtor estimated $1
million to $10 million in both assets and liabilities.
The Hon. Erik P. Kimball presides over the case.
Bradley S. Shraiberg, Esq., at Shraiberg Landaue & Page, P.A.,
serves as bankruptcy counsel to the Debtor.
CASHMAN EQUIPMENT: Court Approves Cash Use Until May 31
-------------------------------------------------------
The Hon. Melvin S. Hoffman of the U.S. Bankruptcy Court for the
District of Massachusetts gave its approval for Cashman Equipment
Corp. and its affiliated debtors for continued use of the cash
collateral for the period between Jan. 15, 2018 and the
"termination date".
Between Jan. 15, 2018, and May 31, 2018, the Debtors are authorized
to use Cash Collateral pursuant to the budget approved by the
Eighth Cash Collateral Order.
As previously reported in the Troubled Company Reporter on Jan 8,
2018, the Debtors, since the Petition Date, have used cash
collateral on terms agreed to between the Debtors and the Lenders,
have exceeded their operating projections, and have substantially
increased cash collateral, from approximately $5,978,000 as of the
Petition Date to approximately $14,159,000 as of the date of the
motion – an increase of approximately $8,181,000.
Under the approved interim order, the Debtor is authorized to use
Cash Collateral for the period between Jan. 15, 2018 and Jan. 31,
2018, pursuant to the budget approved by the Eighth Cash Collateral
Order.
For the period between Feb. 1, 2018, and May 31, 2018, the Debtors
are authorized to use Cash Collateral in accordance with the
Budget, as it may be modified from time to time by the Debtors with
the written approval of the Collateral Agent, all Lenders, and the
Creditors’ Committee, subject to these conditions:
(a) Actual-to-Budget Report. Commencing on Jan. 18,
2018, and continuing every two weeks thereafter, the Debtors will
deliver to each Lender, the Creditors' Committee and their
respective counsel, not later than noon, a variance report for the
two-week period ending the previous Sunday comparing the actual
receipts and disbursements of the Debtors with the receipts and
disbursements in the Budget;
(b) Restriction on Disbursements. The aggregate of the
actual Operating Disbursements and Non-Operating Disbursements as
described in the Budget, and specifically excluding US Trustee
disbursements, payments to secured creditors, Interim Payments,
heavy haul disbursements and extraordinary charter fit-out for the
13 weeks preceding the Measurement Date will not exceed the
aggregate of the total Measured Disbursements set forth in the
Budget for the 13 weeks preceding the Measurement Date by more than
15 percent; and
(c) Restriction on Payments to Professionals.
Compensation and reimbursement of expenses for professionals of the
Debtors or Creditors' Committee are authorized to be paid from Cash
Collateral to the extent provided for in the Budget and subject to
the overall 15% variance, and approved by the Court or payable
pursuant to compensation procedures approved by the Court;
provided, however, that no compensation or reimbursement of
expenses for professionals of the Debtors or Creditors' Committee
is authorized to be paid from Cash Collateral relating, directly or
indirectly, to any claim against or objection to the claims and
liens asserted by any Lender.
The Debtor is also required to provide these reports, commencing on
Jan. 18, 2018, and continuing every two weeks thereafter, to each
Lender and counsel for the Creditors' Committee:
(a) a report, for the period from Jan. 1, 2018 to Jan.
14, 2018 (and thereafter for each succeeding two (2) week period),
on the collection of accounts receivable and charter hire based on
which Lender holds a lien on the collected accounts receivable,
(b) a report identifying, as to each vessel, accounts
receivable generated during such two-week period, first mortgage
holder (Lender or Collateral Agent), operating status of such
vessel, and status of insurances; and
(c) if not previously provided, a copy of each
Debtor’s last monthly operating report submitted to the Office of
the United States Trustee.
As adequate protection to the Lenders for the Debtors' use of Cash
Collateral, each Lender is granted a replacement lien on the same
type of postpetition property of the Debtors' estates against which
such Lender held a lien as of the Petition Date.
As further adequate protection, the Collateral Agent, as agent for
such Lender under the Intercreditor Agreement and for its own
benefit and for the ratable benefit of the Lenders, will be granted
a lien, junior to the Permitted Liens for its own benefit and for
the ratable benefit of the Lenders, on each of the Adequate
Protection Mortgaged Vessels, and on all cash and non-cash proceeds
of any sale or other disposition or liquidation thereof, subject to
the terms of the Intercreditor Agreement, as security for (a) any
such diminution or decline, and (b) all Agent Claims.
As stipulated in the order, the Debtors and their advisors shall
conduct a case status call with the Creditors' Committee, the
Lenders who wish to participate, and their respective counsel. The
first such conference call was scheduled last Jan. 18, 2018, at
3:00 p.m., and will occur at the same time on the same day every
second week thereafter.
A full-text copy of the Order is available at:
http://bankrupt.com/misc/CashmanCCOrder.pdf
About Cashman Equipment Corp.
Headquartered in Boston, Massachusetts, Cashman Equipment Corp. --
http://4barges.com/-- was founded in 1995 as a barge rental and
marine contracting company with a fleet of 10 barges, 9 of which
were built in the 1950s and 1960s. Cashman Equipment and certain
of its affiliates and subsidiaries own, operate, rent, and sell a
fleet of vessels, including inland and ocean barges, marine
accommodation barges, specialized oil spill recovery barges, and
tugs, as well as marine equipment, such as cranes, accommodation
units, and marine pollution skimmers.
Cashman Equipment and certain of its affiliates and subsidiaries,
Cashman Scrap & Salvage, LLC, Servicio Marina Superior, LLC, Mystic
Adventure Sails, LLC, and Cashman Canada, Inc., filed Chapter 11
petitions (Bankr. D. Mass. Lead Case No. 17-12205) on June 9, 2017.
The petitions were signed by James M. Cashman, the Debtors'
president. Mr. Cashman also commenced his own Chapter 11 case
(Bankr. D. Mass. Case No. 17-12204). The cases are jointly
administered.
Cashman Equipment estimated its assets and debt at between $100
million and $500 million.
Judge Melvin S. Hoffman presides over the cases.
Harold B. Murphy, Esq., and Michael K. O'Neil, Esq., at Murphy &
King, Professional Corporation, serve as Cashman Equipment, et
al.'s counsel. Jeffrey D. Sternklar, Esq., at Jeffrey D. Sternklar
LLC, serves as Mr. Cashman's counsel.
An official committee of unsecured creditors has been appointed in
the case and is represented by Michael J. Fencer, Esq., and John T.
Morrier, Esq., at Casner & Edwards, LLP.
CASHMAN EQUIPMENT: Plan Filing Period Extended Through May 31
-------------------------------------------------------------
The Hon. Melvin S. Hoffman of the U.S. Bankruptcy Court for the
District of Massachusetts, at the behest of Cashman Equipment Corp.
and certain of its affiliates, has extended the exclusive period
during which only the Debtors may file a plan of reorganization
through and including May 31, 2018, and the period during which the
Debtors have the exclusive right to solicit acceptances of their
plan through and including July 31, 2018.
The Troubled Company Reporter has previously reported that the
Debtors asked the Court to extend the period during which the
Debtors have the exclusive right to file a plan of reorganization
through and including June 30, 2018, and the period during which
the Debtors have the exclusive right to solicit acceptances of
their plan through and including Aug. 30, 2018.
The Debtors told the Court that during the Extension Period, the
Debtor:
(a) intend to capitalize on improved market conditions to
increase charter revenue, fleet utilization, and, in some
instances, relocate vessels between locales to respond to differing
market demands;
(b) intend to continue their sales efforts as well as close
the sale of vessels with customers who exercise their options to
purchase under the Purchase Option Charters;
(c) will need to develop detailed multiyear financial
projections, balance sheets and supporting schedules that will
serve as the baseline of their plan of reorganization;
(d) intend to review the claims filed in these cases by the
Dec. 22, 2017 bar date and to attempt to resolve disputed claims;
and
(e) intend to explore the potential for new capital to be
invested into their business upon terms to be reflected in their
plan of reorganization.
The financial projections will include details as to charter and
sale revenues and operating and overhead expenses and, based upon
those projections, tax liabilities in view of the recently enacted
2017 Tax Cut and Jobs Act.
Once the financial projections are finalized, the Debtors intended
to develop term sheets for the re-profiling of the various Lenders'
loans and the repayment terms to unsecured creditors. These
projections and term sheets will be shared with the Debtors' major
creditor constituencies and will likely be the subject of extensive
review and discussions. It is expected that discussions will not
be limited to the Lenders and Committee as a group, but also will
also take place with each of the creditor constituents individually
to address their particular questions and concerns.
Following the completion of those discussions, the Debtors
anticipated incorporating into their plan and disclosure statement
treatment of creditor claims that, where possible, addresses all
creditor concerns or that otherwise satisfies the requirements to
obtain plan confirmation.
About Cashman Equipment Corp.
Headquartered in Boston, Massachusetts, Cashman Equipment Corp. --
http://4barges.com/-- was founded in 1995 as a barge rental and
marine contracting company with a fleet of 10 barges, 9 of which
were built in the 1950s and 1960s. Cashman Equipment and certain of
its affiliates and subsidiaries own, operate, rent, and sell a
fleet of vessels, including inland and ocean barges, marine
accommodation barges, specialized oil spill recovery barges, and
tugs, as well as marine equipment, such as cranes, accommodation
units, and marine pollution skimmers.
Cashman Equipment and certain of its affiliates and subsidiaries,
Cashman Scrap & Salvage, LLC, Servicio Marina Superior, LLC, Mystic
Adventure Sails, LLC, and Cashman Canada, Inc., filed Chapter 11
petitions (Bankr. D. Mass. Lead Case No. 17-12205) on June 9, 2017.
The petitions were signed by James M. Cashman, the Debtors'
president. Mr. Cashman also commenced his own Chapter 11 case
(Bankr. D. Mass. Case No. 17-12204). The cases are jointly
administered.
Cashman Equipment estimated its assets and debt at between $100
million and $500 million.
Judge Melvin S. Hoffman presides over the cases.
Harold B. Murphy, Esq., and Michael K. O'Neil, Esq., at Murphy &
King, Professional Corporation, serve as Cashman Equipment, et
al.'s counsel. Jeffrey D. Sternklar, Esq., at Jeffrey D. Sternklar
LLC, serves as Mr. Cashman's counsel.
An official committee of unsecured creditors has been appointed in
the case and is represented by Michael J. Fencer, Esq., and John T.
Morrier, Esq., at Casner & Edwards, LLP.
CASINO REINVESTMENT: Moody's Affirms Ba2 on Revenue Bonds
---------------------------------------------------------
Moody's Investors Service has affirmed the Casino Reinvestment
Development Authority's (CRDA) Luxury Tax Revenue Bonds at Baa2 and
revised the outlook to stable from negative. Moody's have also
affirmed CRDA's Hotel Room Fee Revenue Bonds at Ba2 and revised the
outlook to stable from negative. Finally, Moody's have affirmed
CRDA's Revenue Bonds (Parking) at Ba3 with a negative outlook.
RATINGS RATIONALE
The affirmation of the Baa2 luxury bond rating reflects the
security's narrow pledge but adequately resilient trend in luxury
tax revenues. The rating also takes into account a cash funded debt
service reserve fund and satisfactory debt service coverage.
The affirmation of the Ba2 hotel bond rating also reflects a narrow
security pledge but with weaker trends and a more limited security
provided by a surety from Ambac Assurance Corporation for the debt
service reserve fund, which would be needed under stressed
projections.
The affirmation of the Ba3 parking bond rating also reflects a
narrow security pledge with a very weak trend and very low coverage
ratios. The rating does take into account the cash-funded debt
service reserve fund which, even should debt service coverage
temporarily dip below one times, should be sufficient to cover any
shortfalls for the foreseeable future.
RATING OUTLOOK
The stable outlooks on the luxury and hotel bonds reflect Moody's
expectations that, despite recent declines, recent signs of
strength in casino revenue numbers will translate into stabilized
luxury and hotel revenues.
The negative outlook on the parking bonds reflects the projected
sharp declines in coverage to a barely sum-sufficient level and the
material possibility that, absent continued casino strengthening,
coverage will dip below one times.
FACTORS THAT COULD LEAD TO AN UPGRADE
Stabilization in Atlantic City's (Caa3 positive) tourism and casino
economy (all)
Improved debt service coverage (all)
Increase in luxury tax revenues (Luxury)
Increase in hotel fee revenues (Hotel)
Stabilization or increase in parking fee revenues (Parking)
FACTORS THAT COULD LEAD TO A DOWNGRADE
Deterioration in Atlantic City's tourism and casino economy (all)
Further casino or hotel closures (all)
Reduced debt service coverage (all)
Reduction in luxury tax revenues (Luxury)
Decrease in hotel fee revenues (Hotel)
Decrease in parking fee revenues (Parking)
LEGAL SECURITY
The luxury bonds are secured by a senior lien on gross revenues
from a luxury tax levied on three activities within Atlantic City:
hotel rooms, alcohol by the drink, and entertainment. There is a
debt service reserve fund, cash-funded, at the lesser of 10% of
principal, maximum annual debt service, or 125% of debt service.
The hotel bonds are secured by a senior lien on a $3 per diem fee
imposed on each occupied hotel room in Atlantic City casinos,
whether paid or complimentary. There is a debt service reserve
fund, surety-funded, at the lesser of 10% of principal, maximum
annual debt service, or 125% of debt service.
The parking bonds are secured by three streams of economically
related revenues: two separate pledges of parking fees levied on
vehicles at Atlantic City casinos, and, through 2018, a portion of
a gross revenue tax levied on the casinos (Investment Alternative
Tax, or IAT). There is a debt service reserve fund, cash-funded, at
more than maximum annual debt service.
PROFILE
The Casino Reinvestment Development Authority is a component unit
of the State of New Jersey (A3 stable) established in 1984 to
collect and distribute certain taxes and fees paid by the then 12
Atlantic City Casinos for development projects in Atlantic City,
Southern, and Northern New Jersey. After 2011, all available
revenues and assets were directed by statute to be invested in the
Atlantic City tourism district. Gaming revenues in Atlantic City
declined by 54% between 2006 and 2015 but have shown some signs of
a rebound. Four of the city's 12 casinos closed in 2014 and another
closed in 2016. HardRock is expected to open later this year,
bringing the number of casinos back up to 8 and the former Revel
Casino was recently sold, increasing the probability of that
property reopening as well.
CJ MICHEL INDUSTRIAL: Seeks to Continue Using Cash Collateral
-------------------------------------------------------------
CJ Michel Industrial Services LLC is asking approval from the U.S.
Bankruptcy Court for the Eastern District of Kentucky to extend the
use of Cash Collateral through Feb. 28, 2018.
As reported in the Troubled Company Reporter on Jan. 8, 2018, the
Court had extended the Debtor's use of cash collateral through Jan.
31, 2018.
The Debtor needs extended use of Cash Collateral in order to
continue its operations under the Budget. The Debtor will provide
the creditor with the same adequate protection as provided in
previous orders.
Without continued use of Cash Collateral, the Debtor will be
irreparably harmed as cash is essential to continue business
operations and pay employees.
About CJ Michel Industrial Services
CJ Michel Industrial Services, LLC, has provided staffing and/or
contracting services for customers in the construction and
industrial sector for over 20 years. Services are not limited to
the electrical trade but include OSHA certified, trade licensed and
fully insured low-E, data/communications service technicians,
pipefitters, welders, iron workers, riggers, millwrights, concrete
tradesmen, and general tradesmen.
CJ Michel Industrial Services began to experience cash flow issues
after it borrowed money from nontraditional lending sources which
were primarily merchant cash advance lenders. It has been unable
to reach out-of-court workout agreements with these lenders and
seeks a "breathing spell" to reorganize its business under Chapter
11 of the Bankruptcy Code in order to restructure its debts,
reorganize as a going concern, and maximize value for the benefit
of the creditors of its Estate.
CJ Michel Industrial Services, based in Lancaster, Kentucky, filed
a Chapter 11 petition (Bankr. E.D. Ky. Case No. 17-51611) on Aug.
10, 2017. In its petition, the Debtor estimated $0 to $50,000 in
assets and $1 million to $10 million in liabilities. The petition
was signed by Clarence J. Michel, Jr., member.
The Hon. Gregory R. Schaaf presides over the case.
Jamie L. Harris, Esq., at DelCotto Law Group PLLC, serves as
bankruptcy counsel to the Debtor.
No trustee or examiner has been appointed in the Chapter 11 case,
and no creditors' committee or other official committee has been
appointed.
CLINTON NURSERIES: Committee Taps Green & Sklarz as Legal Counsel
-----------------------------------------------------------------
The official committee of unsecured creditors of Clinton Nurseries,
Inc., and its affiliates seeks approval from the U.S. Bankruptcy
Court for the District of Connecticut to retain Green & Sklarz LLC
as its legal counsel.
The firm will advise the committee regarding its duties under the
Bankruptcy Code; assist in investigating the Debtors' business
operations and financial condition; participate with the committee
in the formulation of a plan of reorganization; and provide other
legal services related to the Debtors' Chapter 11 cases.
Jeffrey Sklarz, Esq., and Lauren McNair, Esq., the attorneys who
are expected to represent the Committee, charge $400 per hour and
$315 per hour, respectively. The firm's paralegals and legal
assistants charge $150 per hour and $75 per hour, respectively.
Mr. Sklarz, Esq., disclosed in a court filing that his firm is
"disinterested" as defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
Jeffrey M. Sklarz, Esq.
Lauren McNair, Esq.
Green & Sklarz LLC
700 State St., Suite 100
New Haven, CT 06511
Phone: (203) 285-8545
Fax: (203) 691-5454
Email: jsklarz@gs-lawfirm.com
Email: lmcnair@gs-lawfirm.com
About Clinton Nurseries
Founded in 1921, Clinton Nurseries, Inc., operates nurseries that
produce ornamental plants and other nursery products. The company
grows trees, flowering shrubs, roses, ornamental grasses & ground
covers, perennials, annuals, herbs and vegetables. Clinton
Nurseries is based in Westbrook, Connecticut.
Clinton Nurseries and its affiliates sought Chapter 11 protection
(Bankr. D. Conn. Case No. 17-31897) on Dec. 18, 2017. David
Richards, president, signed the petition. The cases are jointly
administered under Case No. 17-31897.
At the time of filing, Clinton Nurseries estimated its assets and
liabilities at $10 million to $50 million.
Judge James J. Tancredi presides over the cases.
The U.S. Trustee for Region 2 appointed an official committee of
unsecured creditors.
CLINTON NURSERIES: Taps TrueNorth Capital as Investment Banker
--------------------------------------------------------------
Clinton Nurseries, Inc., seeks approval from the U.S. Bankruptcy
Court for the District of Connecticut to hire TrueNorth Capital
Partners LLC as its investment banker.
The firm will review the business operations and the financial
condition of Clinton Nurseries and its affiliates; assist in the
preparation of a financial model for the contemplated financing or
restructuring transaction; develop a financing structure and
strategy for accomplishing the transaction; introduce the Debtors
to potential lenders and other capital sources interested in
providing financing for the transaction; and provide other services
related to the Debtors' Chapter 11 cases.
TrueNorth will receive a non-refundable cash retainer in the sum of
$12,000 per month. Its hourly fees paid will be cumulative and
capped at $12,000 per month during the first five months of the
nine-month period covered by the engagement agreement. Combined
hourly fees will not exceed $60,000 in total, according to the
agreement.
The firm's hourly rates are:
First Managing Director $375
Second Managing Director $300
Analysts $150
If a financing or restructuring transaction is consummated,
TrueNorth will be paid a cash fee of (i) 1% of the aggregate value
of senior bank debt portion of the financing or restructuring
transaction; (ii) 3% of the aggregate value of any junior or
mezzanine portion of the transaction; and (iii) 5% of the aggregate
value of any equity or equity-linked securities portion of the
transaction subject to a minimum. The proposed fee will be due and
payable on the later of the closing of the transaction and entry of
a court order approving the fee.
Jeffrey Gaynor, managing director of TrueNorth, disclosed in a
court filing that his firm is a "disinterested person" as defined
in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Jeffrey Gaynor
TrueNorth Capital Partners LLC
9 West Broad Street, Suite 510
Stamford, CT 06902
Phone: (203) 604-2007
Fax: (203) 595-5891
Email: jgaynor@truenorthcp.com
About Clinton Nurseries
Founded in 1921, Clinton Nurseries, Inc., operates nurseries that
produce ornamental plants and other nursery products. The company
grows trees, flowering shrubs, roses, ornamental grasses & ground
covers, perennials, annuals, herbs and vegetables. Clinton
Nurseries is based in Westbrook, Connecticut.
Clinton Nurseries and its affiliates sought Chapter 11 protection
(Bankr. D. Conn. Case No. 17-31897) on Dec. 18, 2017. David
Richards, president, signed the petition. The cases are jointly
administered under Case No. 17-31897.
At the time of filing, Clinton Nurseries estimated its assets and
liabilities at $10 million to $50 million.
Judge James J. Tancredi presides over the cases.
The U.S. Trustee for Region 2 appointed an official committee of
unsecured creditors.
CLINTON NURSERIES: Taps Zeisler & Zeisler as Legal Counsel
----------------------------------------------------------
Clinton Nurseries, Inc., seeks approval from the U.S. Bankruptcy
Court for the District of Connecticut to hire Zeisler & Zeisler,
P.C., as its legal counsel.
The firm will advise the company and its affiliates regarding their
duties under the Bankruptcy Code; assist in the negotiation of
financing agreements, debt restructuring and related transactions;
assist in the preparation of a plan of reorganization; and provide
other legal services related to the Debtors' Chapter 11 cases.
Eric Henzy, Esq., the primary attorney who will be representing the
Debtors, will charge an hourly fee of $475. He will be assisted by
the firm's associates Patrick Linsey, Esq., and Joanna M. Kornafel,
Esq., who will charge $350 per hour and $300 per hour,
respectively.
The firm received from the Debtors a general retainer in the sum of
$175,000.
Mr. Henzy disclosed in a court filing that the firm and its
attorneys are "disinterested persons" as defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
Eric A. Henzy, Esq.
Zeisler & Zeisler, P.C.
10 Middle Street, 15th Floor
Bridgeport, CT 06604
Tel: 203-368-5495
Fax: 203-549-0861
E-mail: ehenzy@zeislaw.com
- and -
Joanna M. Kornafel, Esq.
Zeisler & Zeisler, P.C.
10 Middle St., 15th Floor
Bridgeport, CT 06604
Tel: 203-368-5465
Fax: 203-549-0938
E-mail: jkornafel@zeislaw.com
- and -
Patrick R. Linsey, Esq.
Zeisler & Zeisler, P.C.
10 Middle Street, 15th Floor
Bridgeport, CT 06604
Tel: 203-368-4234
Fax: 203-594-0424
E-mail: plinsey@zeislaw.com
About Clinton Nurseries
Founded in 1921, Clinton Nurseries, Inc., operates nurseries that
produce ornamental plants and other nursery products. The company
grows trees, flowering shrubs, roses, ornamental grasses & ground
covers, perennials, annuals, herbs and vegetables. Clinton
Nurseries is based in Westbrook, Connecticut.
Clinton Nurseries and its affiliates sought Chapter 11 protection
(Bankr. D. Conn. Case No. 17-31897) on Dec. 18, 2017. David
Richards, president, signed the petition. The cases are jointly
administered under Case No. 17-31897.
At the time of filing, Clinton Nurseries estimated its assets and
liabilities at $10 million to $50 million.
Judge James J. Tancredi presides over the cases.
The U.S. Trustee for Region 2 appointed an official committee of
unsecured creditors.
COBALT INT'L: Taps Baker Botts as Special Litigation Counsel
------------------------------------------------------------
Cobalt International Energy, Inc., seeks approval from the U.S.
Bankruptcy Court for the Southern District of Texas to hire Baker
Botts LLP as its special litigation counsel.
Baker Botts will represent the Debtor in two arbitration
proceedings before the International Chamber of Commerce involving
the Angolan government and Sonangol Pesquisa e Produçao, S.A.
The firm will also provide legal services to the Debtor in
connection with an investigation initiated by the U.S. Securities
and Exchange Commission regarding the Sonangol Research and
Technology Center.
The firm's hourly rates range from $725 to $1,320 for partners,
$580 to $950 for special counsel, $360 to $825 for associates, and
$165 to $335 for paraprofessionals.
The Baker Botts professionals who are expected to provide the
services are:
Hourly Rate
-----------
Michael Goldberg $1,122
Russell Lewis $684
David Sterling $978
Sarah Coble $512
Dorine Farah $660
Benjamin Gonsoulin $512
In the 90 days before the Petition Date, the firm received advanced
payment retainers and payments for its services to the Debtors in
the total amount of $3,314,431. On Nov. 7, 2017, the firm received
another advanced payment retainer in the sum of $750,000.
Michael Goldberg, a partner at Baker Botts, disclosed in a court
filing that his firm does not hold or represent any interest
adverse to the Debtors' estates.
The firm can be reached through:
Michael Goldberg
Baker Botts LLP
910 Louisiana Street
Houston, TX 77002
Phone: +1.713.229.1401
Fax: +1.713.229.2801
E-mail: michael.goldberg@bakerbotts.com
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, chief financial officer, signed the
petitions.
The Debtors reported total assets of $1.69 billion and total debt
of $3.16 billion as of Sept. 30, 2017.
The Debtors tapped 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.
An official committee of unsecured creditors was appointed in the
Debtors' cases. The Committee is represented by Pachulski Stang
Ziehl & Jones LLP.
CONDOMINIUM ASSOCIATION: Must Obtain $1.25-Mil. in DIP Financing
----------------------------------------------------------------
The Condominium Association of The Lynnhill Condominium seeks
permission from the U.S. Bankruptcy Court for the District of
Maryland to obtain a $1.25 million secured post-petition loan from
AHH16 Development, LLC, or its designee.
The Debtor wants to use the DIP Loan proceeds to pay for the
Debtor's postpetition expenses, including expenses necessary to
preserve, protect and sell the Debtor's property and this
bankruptcy case.
Without the DIP Loan, the Debtor will be unable to fund the
administrative expenses of this case and to document and effectuate
the sale of The Lynnhill Apartments -- which consists of two
7-story buildings located at 3103 and 3107 Good Hope Avenue, Temple
Hills, Maryland 20748 -- to AHH. The DIP Loan is therefore
necessary to sell and literally create value (where there presently
is none) for the Property, and to avoid potential condemnation of
the Property to the detriment of the Debtor, its creditors, and all
parties in interest.
A superpriority, priming loan in an aggregate principal amount of
$1.25 million consists of $850,000 of new money and a $400,000
roll-up of the pre-petition advance, which was needed to pay for
insurance and to provide initial financing for this chapter 11
proceeding.
The DIP Loan proceeds will be used to, among other things, (i) pay
expenses related to the Property, including winterization (and
services needed to aid the professionals engaged in the
winterization efforts), and security; (ii) case administration
costs and expenses, including retainers for the Debtor's bankruptcy
counsel; and (iii) to treat the DIP Lender's Pre-Petition Advance
as having been effectively re-paid such that a total of $1.25
million will have been advanced on a post-petition basis.
Upon entry of the interim court order, new cash of $450,000 under
the DIP Loan will be funded subject to the terms of the Commitment
and Interim Order.
Upon entry of the Final Order, the unfunded balance of the DIP Loan
(i.e., $400,000 in new money) shall be made available, subject to
compliance with the terms, conditions and covenants in the
Commitment and the Interim Order.
The obligations under the DIP Loan, up to $75,000 of AHH's fees and
expenses incurred in connection with the DIP Loan, the purchase of
the Property and this Chapter 11 case, and any claim (arising from
the Debtor's default and a breach) under the Purchase and Sale
Agreement for the sale of the Property will constitute allowed
superpriority claims under Section 507(b) of the U.S. Bankruptcy
Code, with priority in payment over any and all administrative
expenses of the kinds specified or ordered pursuant to any
provision of the Bankruptcy Code, subject and subordinate only to a
the carve out for the U.S. Trustee's quarterly fees.
The DIP claims will be secured by a perfected first-priority lien
on any and all current and future assets of the Debtor of any
nature or type whatsoever, including, without limitation, cash,
accounts, accounts receivable, all other tangible and intangible
assets, the Property, and any and all proceeds of the foregoing.
The DIP Lender's security will not extend to funds held by
Pillsbury as a retainer to secure the payment of fees and expense
incurred in connection with Pillsbury's representation of, and
engagement with, the Debtor; and the funds are specifically
excluded from DIP Collateral.
The security interest against the DIP Collateral constitutes a lien
ranking senior and prior to all other claims and liens against the
DIP Collateral, including the Property. The Priming Lien will be
senior in priority to security interests and liens securing the
indebtedness and other obligations owing under any prepetition loan
and security agreements and other liens. Upon entry of the Final
Order, the Priming Lien will not be subject to challenge, but
instead will attach and become valid and perfected without the
requirement of any further action by the DIP Lender.
In the absence of a Termination Event, the DIP claims will become
due and payable in full in cash on Feb. 13, 2018, unless the
confirmation or sale order is entered, whereupon the loan term is
extended through the closing on the sale of the Property.
The loan will have an interest rate of 6% per annum.
Upon the occurrence of a Termination Event and during the
continuation of such an event, interest will accrue on outstanding
amounts at 12% per annum.
A commitment fee of $50,000 earned in full at the commencement of
the DIP Loan, plus up to $75,000 of AHH's fees and expenses
incurred in connection with the DIP Loan, the purchase of the
Property and the Chapter 11 case, will be paid. These fees are in
addition to, and not included in, the principal sum of the $1.25
million commitment.
These milestones must be achieved by the Debtor:
1. the Debtor will file a Chapter 11 petition, this post-
petition financing motion and a plan and disclosure
statement, on or before Jan. 12, 2018;
2. the Debtor will obtain the Interim Order reasonably
acceptable to the DIP Lender, by Jan. 22, 2018, and the
Final Order, reasonably acceptable to the DIP Lender, on
or before Feb. 2, 2018; and
3. the Debtor's failure to obtain a final order confirming
the plan reasonably acceptable to the DIP Lender, on or
before Feb. 13, 2018.
A copy of the Debtor's request is available at:
http://bankrupt.com/misc/mdb18-10334-15.pdf
About The Condominium Association
of The Lynnhill Condominium
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).
The Condominium Association of the Lynnhill Condominium, based in
Temple Hills, MD, recently filed a Chapter 11 petition (Bankr. D.
Md. Case No. 18-10334) on Jan. 10, 2018. Stanley Briscoe, acting
president, signed the petition. In its petition, the Debtor
estimated $0 to $50,000 in assets and $1 million to $10 million in
liabilities.
The Hon. Wendelin I. Lipp presides over the new case.
Patrick John Potter, Esq., at Pillsbury Winthrop Shaw Pittman, LLP,
serves as bankruptcy counsel to the Debtor. Kurtzman Carson
Consultants LLC, is the Debtor's claims, noticing and balloting
agent.
CORBETT-FRAME INC: Plan Exclusivity Period Moved to May 7
---------------------------------------------------------
Judge Gregory R. Schaaf of the U.S. Bankruptcy Court for the
Eastern District of Kentucky has extended (i) the exclusivity
period within which Corbett-Frame, Inc.. may file its Small
Business Plan with Disclosures to May 7, 2018, and the (ii)
exclusivity period for solicitation of acceptances of the Debtor's
Plan to June 21, 2018.
The Troubled Company Reporter has previously reported that the
Debtor asked the Court grant it approximately 90 days' additional
time to develop a confirmable plan of reorganization, as the Debtor
is currently talking to a potential investor and needs time to see
if that deal will occur, and the Debtor is also looking at take-out
financing with a local bank.
The Debtor is an S corporation and historically used traditional
lending with local banks. Initially, the Debtor began experiencing
financial difficulties in 2010 when Fifth Third Bank closed out
various commercial lines of credit which placed the Debtor in
special assets classification. As a result, the Debtor could not
obtain traditional financing and had no alternative but to obtain
financing through private individuals and various Merchant Cash
Advance companies.
The Debtor related that under these predatory cash advance
agreements, the Debtor would receive a loan or cash advance often
styled as a "sale" but in reality a disguised loan transaction. In
turn, the Debtor would repay the advance plus an additional sum --
often referred to as the "purchase price" but in reality disguised
interest on the amount advanced -- from a percentage of future
receivables. These loans are designed to be paid off very quickly
and the Debtor became in arrears on these agreements and was unable
to reach out-of-court workout agreements with these lenders.
The Debtor sought to reorganize its business under Chapter 11 of
the Bankruptcy Code to restructure its debts, reorganize as a going
concern, and maximize value for the benefit of the creditors of its
Estate.
Based on the current status of its case, the Debtor believed that
good cause exists to support the request for an approximately
90-day extension of time to formulate and finalize its plan in this
proceeding, and thereafter to solicit acceptances of same. The
Debtor noted that there is no committee in this case, no
debtor-in-possession financing, and creditors will not be harmed by
the extension of time sought by the Debtor. The Debtor at this time
believed no further extensions will be needed.
About Corbett-Frame
Corbett-Frame, Inc., d/b/a Corbett-Frame Jewelers, owns a jewelry
store in Lexington, Kentucky, offering contemporary designer
collections & customized pieces. The Company declared that it is a
small business debtor as defined in 11 U.S.C. Sec. 101(51D).
Corbett-Frame filed a Chapter 11 petition (Bankr. E.D. Ky. Case No.
17-51607) on Aug. 9, 2017. Jennifer Lykins, its president, signed
the Chapter 11 petition. At the time of filing, the Debtor
estimated its assets and liabilities at between $1 million and $10
million. The case is assigned to Judge Gregory R. Schaaf. The
Debtor is represented by Jamie L. Harris, Esq., at the Delcotto Law
Group PLLC.
No trustee or examiner has been appointed in the Chapter 11 case,
and no creditors' committee or other official committee has been
appointed.
CORRECT CLAIM: Court Allows Cash Use Until Jan. 29
--------------------------------------------------
The Hon. Laurel E. Davis of the U.S. Bankruptcy Court for the
District of Nevada has approved, on an interim basis through Jan.
29, 2018, for Correct Claim Public Adjusters LLC, to use cash
collateral.
The Debtor is allowed to use a total of $64,063 as operating funds
and under the order no other uses are authorized. Any other
receivables received by the Debtor exceeding $64,063 will not be
used without further Court order authorizing such use.
Buena Vista Finance, LLC and BVF Fund II, LLC, as Secured
Creditors, are granted replacement liens for all amounts authorized
to be used by Debtor pursuant to the order. These replacement liens
shall attach to all assets of the Debtor, wherever located, whether
now owned or hereafter acquired, generated or received by the
Debtor subsequent to the Petition Date, including proceeds
thereof.
The order requires Mr. David Komet and the Secured Creditors to
promptly turn over possession of all property of the estate of
Debtor in Secured Creditors’ possession, including all tangible
and intangible property. Mr. Komet and the Secured Creditors are
also required to:
(a) promptly turn over full and sole access to the TrackVia
database to the Debtor;
(b) turn over the Debtor's financial records and tax returns in
their possession (if any), and provide Debtor access to the
Debtor’s QuickBooks accounting; and
(c) provide access to 2323 Buena Vista St., San Antonio, Texas
and allow Debtor to remove property of the bankruptcy estate
located at that location.
A final hearing on the Motion is scheduled at 2:00 p.m. on Jan. 29,
2018 at 2:00 p.m.
A full-text copy of the Second Interim Cash Collateral Order is
available at:
http://bankrupt.com/misc/CorrectClaimInterminOrder.pdf
About Correct Claim Public Adjusters
Based in El Paso, Texas, Correct Claim Public Adjusters, LLC --
http://www.correctclaim.com/-- is a licensed public adjuster that
helps homeowners in determining the value of their claim, reviewing
their existing insurance policy to establish coverage, and
documenting the claim for submission to their insurer. The
company's experience includes both broad-based events such as
hurricanes, hailstorms, wildfires, explosions, or tornados, and
single-property incidents including fires, theft, or
plumbing-related water damage. Correct Claim is also based in the
Rio Grande Valley of Texas and in Denver, Colorado. Correct Claim
was founded by Sergio De La Canal.
Correct Claim Public Adjusters, based in San Antonio, Texas, filed
a Chapter 11 petition (Bankr. D. Nev. Case No. 17-16483) on Dec. 6,
2017. Sergio De La Canal, its managing member, signed the
petition. In its petition, the Debtor estimated $500,000 to $1
million in assets and $1 million to $10 million in liabilities.
The Hon. Laurel E. Davis presides over the case. Robert Atkinson,
Esq., at Atkinson Law Associates, Ltd., serves as bankruptcy
counsel.
CRYOPORT INC: Adds New Condition to Tender Offer Statement
----------------------------------------------------------
Cryoport, Inc., filed with the Securities and Exchange Commission
an amendment to its Tender Offer Statement on Schedule TO
originally filed by the Company with the Securities and Exchange
Commission on Jan. 2, 2018, pursuant to Rule 13e-4 under the
Securities Exchange Act of 1934, as amended, relating to the
Company's offer to holders of its outstanding warrants to purchase
one share of common stock at an exercise price of $3.57 per share
to exchange up to 2,000,000 of those Original Warrants for an equal
number of warrants to purchase one share of common stock at an
exercise price of $3.00 per share, conditioned upon the immediate
exercise of those New Warrants.
The Company has amended the Tender Offer Statement to add an
additional condition to the Offer that the Company shall have
concluded that consummation of the Offer will not constitute a
"Rule 13e-3 transaction", as that term is defined in Rule 13e-3
under the Exchange Act.
About Cryoport
Lake Forest, Calif.-based CryoPort, Inc. (OTC BB: CYRX) --
http://www.cryoport.com/-- is a provider of cryogenic logistics
solutions to the life sciences industry through its purpose-built
proprietary packaging, information technology and specialized cold
chain logistics expertise. The Company provides logistics
solutions for biologic materials, such as immunotherapies, stem
cells, CAR-T cells and reproductive cells for clients worldwide.
Leading global companies, such as FedEx, UPS and DHL have each
separately selected Cryoport as the preferred cryogenic logistics
provider for time- and temperature-sensitive biological material.
Cryoport actively supports points-of-care, contract research
organizations, central laboratories, pharmaceutical companies,
contract manufacturers and university researchers. The Company is
a Nevada corporation and its common stock is traded on the NASDAQ
Capital Market exchange under the ticker symbol "CYRX."
The Company's management recognizes that the Company will need to
obtain additional capital to fund its operations until sustained
profitable operations are achieved. Additional funding plans may
include obtaining additional capital through equity and/or debt
funding sources.
In its report on the consolidated financial statements of Cryoport
for the year ended Dec. 31, 2016, KMJ Corbin & Company LLP, in
Costa Mesa, California, issued a "going concern" opinion citing
that the Company has experienced recurring operating losses from
inception and has used substantial amounts of working capital in
its operations. Although the Company has cash and cash equivalents
of $4.5 million at Dec. 31, 2016, management has estimated that
cash on hand will only be sufficient to allow the Company to
continue its operations through the third quarter of calendar year
2017. These matters, the auditor said, raise substantial doubt
about the Company's ability to continue as a going concern.
Cryoport reported a net loss attributable to common stockholders of
$15.05 million on $5.88 million of revenues for the year ended
March 31, 2016. For the nine months ended Dec. 31, 2016, Cryoport
reported a net loss of $10.40 million. As of Sept. 30, 2017,
Cryoport had $19.71 million in total assets, $1.96 million in
total liabilities and $17.75 million in total stockholders' equity.
DEFINITIONS PRIVATE: Court Says No to Second Request for Extension
------------------------------------------------------------------
The Hon. James L. Garrity, Jr. of the U.S. Bankruptcy Court for the
Southern District of New York, on Jan. 18, 2018, entered an order
denying the Definitions Private Training Gyms, Inc.'s motion for a
second extension of the exclusive period to file a plan of
reorganization. The motion was denied after due consideration and
for the reasons stated on the record of the Nov. 29, 2017 hearing.
About Definitions Private Training Gyms
Definitions Private Training Gyms, Inc., a/k/a Definitions Funding
Inc. c/o PovoL And Co., operates a private training gym out of
leased premises located in New York. The Company filed a petition
under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No.
17-10848) on March 31, 2017. The petition was signed by Joseph B.
Barron, president. The Debtor estimated $500,000 to $1 million in
assets and $1 million to $10 million in liabilities. Judge James
L. Garrity Jr. is the case judge. The Debtor tapped Arnold
Mitchell Greene, Esq., at Robinson Brog Leinwand Greene Genovese &
Gluck, P.C., as bankruptcy counsel. No trustee, examiner or
committee has been appointed in the Debtor's Chapter 11 case.
DIFFUSION PHARMACEUTICALS: Closes Offering of $12M Common Stock
---------------------------------------------------------------
Diffusion Pharmaceuticals Inc. closed its previously announced
underwritten public offering of 15,000,000 shares of the Company's
common stock, par value $0.001 per share, and warrants to purchase
15,000,000 shares of Common Stock on Jan. 22, 2018. At the
closing, the Company also issued warrants to purchase an additional
1,970,625 shares of Common Stock pursuant to the underwriter's
partial exercise of its overallotment option. The shares of Common
Stock and warrants were sold at a combined public offering price of
$0.80 per share and warrant for total gross proceeds of
approximately $12 million. The warrants have an exercise price of
$0.80 per share and a term of five years from the date of
issuance.
In addition, at the closing, the Company issued to designees of the
underwriter of the offering, H.C. Wainwright & Co., LLC, warrants
to purchase up to 750,000 shares of Common Stock. The
underwriter's warrants have an exercise price of $1.00, a term of
five years from the date of issuance and otherwise substantially
similar terms to the form of investor warrant.
About Diffusion Pharmaceuticals
Based in Charlottesville, Virginia, Diffusion Pharmaceuticals Inc.
-- http://www.diffusionpharma.com/-- is a clinical-stage
biotechnology company focused on extending the life expectancy of
cancer patients by improving the effectiveness of current
standard-of-care treatments including radiation therapy and
chemotherapy. Diffusion is developing its lead product candidate,
trans sodium crocetinate, for use in the many cancers where tumor
hypoxia (oxygen deprivation) is known to diminish the effectiveness
of SOC treatments. TSC targets the cancer's hypoxic
micro-environment, re-oxygenating treatment-resistant tissue and
making the cancer cells more vulnerable to the therapeutic effects
of SOC treatments without the apparent occurrence of any serious
side effects.
Diffusion reported a net loss of $18.03 million for the year ended
Dec. 31, 2016, compared to a net loss of $6.71 million for the year
ended Dec. 31, 2015. As of Sept. 30, 2017, the Company had $28.32
million in total assets, $21.97 million in total liabilities and
$6.35 million in total stockholders' equity.
KPMG LLP, in McLean, Virginia, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2016, citing that the Company has suffered recurring
losses from operations, has limited resources available to fund
current research and development activities, and will require
substantial additional financing to continue to fund its research
and development activities. These conditions raise substantial
doubt about its ability to continue as a going concern.
DIGIPATH INC: Unit's Medical Marijuana License Suspended
--------------------------------------------------------
Digipath was notified by the State of Nevada Department of
Taxation, Marijuana Enforcement Division on Jan. 19, 2018, that the
Medical Marijuana Registration Certificate and Marijuana Testing
Facility License held by the Company's wholly-owned subsidiary,
Digipath Labs, had been suspended due to certain regulatory
violations the Department found in the course of its review of
Digipath Labs' operations and procedures.
In accordance with the Department's notice, Digipath Labs
submitted a Plan of Correction to the Department on Jan. 22, 2018.
The Department's notice provides for a hearing before an
administrative law judge on Feb. 15, 2018, at which Digipath Labs
will seek to have its Licenses reinstated, although Digipath is
working with the Department to request expedited review and
reinstatement.
As a result of the Department's suspension of its Licenses, Dipath
Labs' local Business License was also suspended by Clark County,
Nevada, which has scheduled a hearing to consider such suspension
on March 22, 2018. Digipath Labs is also working with Clark County
to request expedited review and reinstatement.
Digipath Labs is seeking to have its Licenses reinstated as soon as
possible. However, until Digipath Labs successfully obtains such
reinstatement, it is prohibited from conducting further laboratory
testing of marijuana in the State of Nevada, and no assurance can
be made that it will be successful in its efforts to reinstate its
Licenses or the timing thereof. Until the resolution of this
matter, Digipath Labs will work with other testing laboratories to
ensure that its customers' needs are met.
About DigiPath
Based in Las Vegas, Nevada, DigiPath Inc. --
http://www.digipath.com/-- supports the cannabis industry's best
practices for reliable testing, cannabis education and training,
and brings unbiased cannabis news coverage to the cannabis
industry. The Company's cannabis testing business is operated
through its wholly owned subsidiary, Digipath Labs, Inc., which
performs all cannabis related testing using FDA-compliant
laboratory equipment and processes. DigiPath opened its first
testing lab in Las Vegas, Nevada in May of 2015 to serve the new
State approved and licensed medical marijuana industry. The
Company plans to open labs in other legal states, assuming
resources permit. Digipath reported a net loss of $1.06 for the
year ended Sept. 30, 2017, compared to a net loss of $3.69 million
for the year ended Sept. 30, 2016. As of Sept. 30, 2017, Digipath
had $1.57 million in total assets, $163,998 in total liabilities
and $1.40 million in total stockholders' equity.
Anton & Chia, LLP, in Newport Beach, CA, issued a "going concern"
qualification in its report on the consolidated financial
statements for the year ended Sept. 30, 2017, noting that the
Company has recurring losses and insufficient working capital,
which raises substantial doubt about its ability to continue as a
going concern.
ECLIPSE RESOURCES: Travis Peak Gets 12.6% Stake as of Jan. 18
-------------------------------------------------------------
In a Schedule 13D/A filed with the Securities and Exchange
Commission, these reporting persons reported beneficial ownership
of shares of common stock of Eclipse Resources Corporation as of
Jan. 18, 2018:
Shares Percentage
Beneficially of
Reporting Person Owned Shares
---------------- ------------ ----------
ENCAP Energy Capital
Fund VIII, L.P. 59,687,619 19.9%
ENCAP Energy Capital Fund
VIII Co-Investors, L.P. 40,420,114 13.4%
ENCAP Energy Capital Fund IX, L.P. 110,670,890 36.8%
Travis Peak Resources, LLC 37,823,596 12.6%
ENCAP Partners GP, LLC 210,778,623 70.1%
On Jan. 18, 2018, Eclipse Resources-PA, LP, a wholly owned
subsidiary of Eclipse Resources Corporation, and the Issuer
completed the purchase of certain oil and gas leases, wells and
other oil and gas rights and interests held by Travis Peak covering
approximately 44,500 net acres located in the counties of Tioga and
Potter in the Commonwealth of Pennsylvania pursuant to the PSA.
The aggregate purchase price for the Travis Peak Transaction, as
adjusted pursuant to the PSA, was $92.2 million, which the Issuer
paid entirely through the issuance of 37,823,596 shares of the
Issuer's Common Stock to Travis Peak. The number of Shares issued
to Travis Peak was calculated by dividing the Purchase Price by
$2.4383, which was the 30 consecutive-day volume weighted average
price per share of the Common Stock ending on the second trading
day immediately preceding the closing date.
Travis Peak acquired its 37,823,596 shares of Common Stock pursuant
to the Eclipse PSA for investment purposes.
Upon the closing of the Travis Peak Transaction, the Issuer and
Eclipse PA entered into a registration rights agreement with Travis
Peak pursuant to which, among other things, (i) the Issuer will use
commercially reasonable efforts to prepare and file with the SEC a
Registration Statement of the Issuer on Form S-3 (or, if the Issuer
is not eligible to use Form S-3, on Form S-1) no later than March
31, 2018 (subject to an extension if the Company’s Form 10-K for
the year ended Dec. 31, 2017 is not filed with the SEC on or prior
to such date) to register the offer and resale, on a continuous or
delayed basis pursuant to Rule 415 under the Securities Act of
1933, as amended, of the Shares issued to Travis Peak under the
PSA, and (ii) if the Issuer proposes to register an offering of
Common Stock at a time when the Mandatory Shelf Registration
Statement is not then effective (subject to certain exceptions),
the Issuer will notify all holders of registrable securities to
allow them to include a specified number of their shares of Common
Stock in that offering.
A full-text copy of the regulatory filing is available at:
https://is.gd/HpxFtu
About Eclipse Resources
State College, Pa.-based Eclipse Resources --
http://www.eclipseresources.com/-- is an independent exploration
and production company engaged in the acquisition and development
of oil and natural gas properties in the Appalachian Basin,
including the Utica and Marcellus Shales.
Eclipse Resources reported a net loss of $203.8 million on $235.0
million of total revenues for the year ended Dec. 31, 2016,
compared to a net loss of $971.4 million on $255.3 million of total
revenues for the year ended Dec. 31, 2015.
As of Sept. 30, 2017, Eclipse Resources had $1.21 billion in total
assets, $627.2 million in total liabilities and $583.03 million in
total stockholders' equity.
In June 2017, S&P Global Ratings raised its corporate credit rating
on Eclipse Resources Inc. to 'B-' from 'CCC+'. The rating outlook
is stable. "The rating action reflects our opinion that Eclipse's
leverage is now sustainable due to our increased production and
cash flow projections," said S&P Global Ratings credit analyst
Christine Besset.
In August 2017, Moody's Investors Service upgraded Eclipse
Resources Corp.'s Corporate Family Rating to 'B3' from 'Caa1'.
"The upgrade to B3 reflects Eclipse's reduced leverage resulting
from improved cash flow tied to strong production growth. Eclipse's
robust drilling program through 2018, supported by strong commodity
price hedging and willingness to periodically access equity markets
to term out debt, should allow Eclipse to remain on a strong growth
trajectory without stressing its balance sheet," noted John
Thieroff, Moody's VP-senior analyst.
* * *
This concludes the Troubled Company Reporter's coverage of Eclipse
Resources until facts and circumstances, if any, emerge that
demonstrate financial or operational strain or difficulty at a
level sufficient to warrant renewed coverage.
ECLIPSE RESOURCES: Unit Acquires 'Flat Castle' Utica Development
----------------------------------------------------------------
Eclipse Resources Corporation said it will host its 2018 Analyst
Day on Wednesday, Jan. 31st at the JW Marriot Hotel in Houston,
Texas. A live audio webcast of the event will begin at 9:00 am
(Central Time) and can be accessed via the "Investors" section of
Eclipse Resources' Web site at http://www.eclipseresources.com/
The Company plans to post the Analyst Day Presentation to the
"Investors" section of the Company's website prior to the event.
Additionally, Eclipse Resources is pleased to announce that on Jan.
18, 2018 Eclipse Resources-PA, LP, a wholly owned subsidiary of the
Company, completed its previously announced acquisition of certain
oil and gas leases, wells and other oil and gas rights and
interests covering approximately 44,500 net acres located in the
counties of Tioga and Potter in the Commonwealth of Pennsylvania
(the "Flat Castle Acquisition") from Travis Peak Resources, LLC.
The aggregate adjusted purchase price for the Flat Castle
Acquisition was $92.2 million, which was paid entirely with
approximately 37.8 million shares of Eclipse Resources' common
stock.
Benjamin W. Hulburt, chairman, president and CEO of Eclipse
Resources, commented on the Company's acquisition, "The Flat Castle
acquisition will create a new, highly contiguous core area that
significantly expands our Utica Shale dry gas acreage by almost
104%. The Company intends to utilize innovative drilling and
completion techniques and extensive Super-Lateral development to
considerably enhance the economics of the area. We anticipate our
first well to spud in the Flat Castle project area during the first
quarter of 2018."
Additional information is available for free at:
https://is.gd/wqibu5
About Eclipse Resources
State College, Pa.-based Eclipse Resources --
http://www.eclipseresources.com/-- is an independent exploration
and production company engaged in the acquisition and development
of oil and natural gas properties in the Appalachian Basin,
including the Utica and Marcellus Shales.
Eclipse Resources reported a net loss of $203.8 million on $235.0
million of total revenues for the year ended Dec. 31, 2016,
compared to a net loss of $971.4 million on $255.3 million of total
revenues for the year ended Dec. 31, 2015.
As of Sept. 30, 2017, Eclipse Resources had $1.21 billion in total
assets, $627.2 million in total liabilities and $583.03 million in
total stockholders' equity.
In June 2017, S&P Global Ratings raised its corporate credit rating
on Eclipse Resources Inc. to 'B-' from 'CCC+'. The rating outlook
is stable. "The rating action reflects our opinion that Eclipse's
leverage is now sustainable due to our increased production and
cash flow projections," said S&P Global Ratings credit analyst
Christine Besset.
In August 2017, Moody's Investors Service upgraded Eclipse
Resources Corp.'s Corporate Family Rating to 'B3' from 'Caa1'.
"The upgrade to B3 reflects Eclipse's reduced leverage resulting
from improved cash flow tied to strong production growth.
Eclipse's robust drilling program through 2018, supported by strong
commodity price hedging and willingness to periodically access
equity markets to term out debt, should allow Eclipse to remain on
a strong growth trajectory without stressing its balance sheet,"
noted John Thieroff, Moody's VP-senior analyst.
* * *
This concludes the Troubled Company Reporter's coverage of Eclipse
Resources until facts and circumstances, if any, emerge that
demonstrate financial or operational strain or difficulty at a
level sufficient to warrant renewed coverage.
EMPIRE GENERATING: Moody's Lowers Rating on $353MM Sec. Loans to B3
-------------------------------------------------------------------
Moody's Investors Service has downgraded to B3 from B2 Empire
Generating Co, LLC's senior secured credit facilities consisting of
an outstanding $303 million 7-year senior secured Term Loan B due
March 2021, a $30 million 7-year Term Loan C (used to fund the debt
service reserve account and L/Cs) due March 2021 and a $20 million
5-year Revolving Credit Facility due March 2019. Empire's rating
outlook remains negative.
RATINGS RATIONALE
The rating downgrade to B3 from B2 for Empire reflects continued
weak financial performance during the first nine months of 2017
stemming from weak market fundamentals and depressed margins. These
factors plus the expiration of the Brownfield Rehabilitation Tax
Credits resulted in a breach of Empire's 1.10x financial covenant
for the third quarter of 2017 requiring the need for a $3.4 million
equity cure in December 2017. The downgrade also incorporates
Moody's belief that another equity cure may be necessary over the
next 12-18 months given the ongoing environment of low commodity
prices and tepid electricity demand which will keep operating
margins compressed, negatively impacting cash flow generation,
especially if 2018 weather mirrors 2017.
The debt service coverage ratio (DSCR) for FY 2017 is expected to
be less than 1.0x per Moody's calculation which excludes the equity
cure and includes maintenance capex, and is expected to be around
1.0x in 2018. Management currently anticipates meeting the 1.1x
DSCR financial covenant over the next few quarters when including
the equity cure and excluding major maintenance expenses as defined
per the credit agreement. The project's liquidity includes $20
million of undrawn availability under its revolving credit facility
and $6.1 million of cash as of 9/30/2017. However this level of
liquidity is expected to decline over the next few quarters in the
absence of an improvement in financial performance.
Moody's views the sponsor as a long-term investor and the level of
historical support as positive to the credit profile, as evidenced
by the recent equity cure, actions taken to improve gas supply
flexibility, the hiring of an external energy manager and most
significantly, providing for a large term loan voluntary prepayment
of $58 million during 2017 which eliminates the need to make
mandatory principal payments through the maturity of the loan.
However, while the 2017 voluntary term loan prepayment has lowered
annual debt service requirements, the continued weak wholesale
power market conditions coupled with the market's failure to
complete a previously envisioned gas pipeline still negatively
impacts the project's competitiveness including continuing gas
basis risk, resulting in very high leverage when compared to annual
cash flow generation versus what was originally envisioned. Cash
flow available for debt service as of 9/30/2017 on a trailing
twelve months basis was around $20 million which is below Moody's
original downside forecast of $34 million for FY 2017 and
substantially below (about 4 times) management's forecast of $85
million for FY 2017.
The negative outlook reflects Moody's view that the current
environment for capacity, electric energy prices and natural gas
prices will continue compressing cash flow generation which could
lead to another equity cure being required over the next 12-18
months. The negative outlook acknowledges the upcoming need to
extend the $20 million working capital facility, which expires in
March 2019, which if not renewed would materially narrow the
project's liquidity. The negative outlook further incorporates the
continued delay of the Constitution Pipeline which while delayed,
causes the project to endure gas basis risk, a contributor to
energy margin compression, and limits any potential improvement to
Empire's competitiveness and financial performance.
FACTORS THAT COULD LEAD TO A DOWNGRADE
The rating could face further downward pressure if weak market
conditions for the sale of capacity and energy continue rendering
cash flow generation insufficient to meet operating costs and debt
service; or if further equity cures are needed beyond the permitted
two cures within a twelve month period, or are not provided when
needed; and if the project is unable to extend its revolving credit
facility well before the March 2019 expiry date.
FACTORS THAT COULD LEAD TO AN UPGRADE
In light of the negative rating outlook, the rating is not likely
to move upward over the near-to-medium term. The rating could
stabilize if results from capacity auctions end up being materially
higher than what was observed during 2017, if the current low
commodity price environment strengthens such that the project is
able to generate excess cash flow and comfortably meets its
required financial covenants. The rating could be upgraded should
the current energy and capacity market experience a sustained
positive uplift returning the project's financial metrics and
excess cash flow generation commensurate to previous expectations,
or through additional debt repayment, or should the project
implement meaningful hedges to realize predictable and margin
enhancing cash flows, enabling faster repayment of the term loan
than currently expected.
Empire is the owner of a 635 net megawatt combined cycle, natural
gas-fired power plant in Rensselaer, New York that began commercial
operations in September 2010. In March 2017, TTK Power, LLC (TTK)
purchased the project from ECP, who in 2007, purchased the project
from Besicorp-Empire Development Company. TTK is a consortium owned
50% by Tyr Energy, Inc. (TYR: not rated), 25% by Kansai Electric
Power Company, Incorporated (A3 stable), and 25% by Tokyo Gas (Aa3
stable). Tyr Energy is 100% owned by ITOCHU Corporation (A3
stable).
TTK has substantial experience as operators of electric generating
facilities. Tyr Energy alone has 8.6 gigawatts (GWs) of gross
energy capacity in its US portfolio (of which 1.3 GWs are under
development), while Kansai Electric and Tokyo Gas have significant
experience with electric and gas utilities in Japan, as well as
several other countries in Asia, the US and Mexico. Since the
change in ownership, operating and maintenance (O&M) services have
been transferred to NAES, a 100% owned subsidiary of ITOCHU with
significant and proven power plant O&M experience. Asset management
services are provided by Tyr Energy, LLC.
The Empire plant is a highly efficient GE 7FA natural gas-fired
combined cycle ("CCGT") facility, and one of the newest CCGT in
Rest of State ("ROS") New York with an excellent operational track
record. The facility is located 150 miles north of New York City in
Rensselaer, NY and dispatches into New York Independent System
Operator (NYISO) Zone F.
The principal methodology used in these ratings was Power
Generation Projects published in May 2017.
EVANS BREWING CO: Needs More Capital to Continue as Going Concern
-----------------------------------------------------------------
Evans Brewing Company Inc. filed its quarterly report on Form 10-Q,
disclosing a net loss of $327,216 on $553,467 of net revenues for
the three months ended September 30, 2017, compared with a net loss
of $431,173 on $488,206 of net revenues for the same period in
2016.
At September 30, 2017, the Company had total assets of $2,355,421,
total liabilities of $2,368,157, and a -$12,736 in total
stockholders' equity.
As of September 30, 2017, the Company has an accumulated deficit of
$3,445,623. The Company requires capital for its contemplated
operational and marketing activities. The Company's ability to
raise additional capital through the future issuances of common
stock is unknown. The obtainment of additional financing, the
successful development of the Company's contemplated plan of
operations, and its transition, ultimately, to the attainment of
profitable operations are necessary for the Company to continue
operations. The ability to successfully resolve these factors
raise substantial doubt about the Company's ability to continue as
a going concern.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/Voxc6r
About Evans Brewing Company
Evans Brewing Company Inc. (EBC) is a craft brewery based on Orange
County, California that produces and sells premium craft beers,
including a variety of ales and lagers. EBC's beers are currently
produced in its 17-barrel brewery in Irvine, California, the oldest
continuously operating brewing facility in Orange County and one of
the oldest in all of Southern California. This facility has been
producing craft beers since January 1995. The brewery is located
in a leased building in the McCormick & Schmick's Seafood
Restaurant.
EVERMILK LOGISTICS: Semo Wants Plan Outline Revised
---------------------------------------------------
Creditor Semo Tank/Baker Equipment Co. objects to the disclosure
statement filed by Evermilk Logistics LLC.
Semo is in the business of selling, and leasing, renting and
servicing commercial trailers. Prior to the Petition Date, the
Debtor had leased and rented numerous trailers from Semo. Prior to
and as of the Petition Date, the Debtor was in default of its
payment obligations to Semo, for unpaid rent under its 10 lease
agreements covering 28 trailers that were in effect on the Petition
Date, from Semo for use in the Debtor's business of transporting
milk.
Among other things, Semo complains that the proposed timeline for
payments under the Plan is too protracted. Although it is unclear
from the Disclosure Statement and Plan, the proposed timeline for
payments to creditors (including holders of administrative claims)
appears to contemplate that initial payments will not be made until
mid-June 2018. The Plan and the Disclosure Statement provide that
the "Effective Date" will not occur until 45 days after the
confirmation order is entered and that the "Distribution Date" will
not occur until an additional 60 days after the Effective Date i.e.
a combined 105 days after the Effective Date. The Disclosure
Statement should be revised to clearly state a date certain by
which creditors can expect to receive payment. Semo will insist on
timely payment of the revised Leases.
It is also unclear whether the Debtor has sufficient cash on hand
to pay all administrative claims on the Effective Date. The
Disclosure Statement states that the Investor will contribute
sufficient funds "that when added to the cash of the Debtor are
sufficient to pay the administrative claims, professional fee
claims and any other amounts due as of the Effective Date under the
Plan," there is no estimate of the amount of administrative claims
and cure claims including to Semo that must be paid on the
effective date.
The Troubled Company Reporter previously reported that 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 canceled 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 copy of Semo's Objection is available at:
http://bankrupt.com/misc/insb17-03613-11-115.pdf
Attorney for Semo Tank/Baker Equipment Co.:
Stephen B. Sutton (Pro Hac Vice)
2345 Grand Boulevard, Suite 2400
Kansas City, Missouri 64108-2684
Telephone: (816) 292-2000
Telecopies: (816) 292-2001
Email: ssutton@lathropgage.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.
FINANCIAL RESOURCES: Unsecureds to Get Nothing Under Plan
---------------------------------------------------------
Financial Resources of America, Inc., filed with the U.S.
Bankruptcy Court for the Southern District of Florida a disclosure
statement for its plan of reorganization dated Jan. 16, 2018.
Based in Palm Beach County, Florida, Financial Resources of
America, Inc. is a privately-held real estate investment company
with real property located and rented in Palm Beach County,
Florida, as well as a vacant lot in Okeechobee County, Florida.
Class 3 allowed general unsecured claimants will be paid $0 as the
Debtor owes no general unsecured creditors directly. To the extent
the Debtor guarantees any other debtors owed by third parties, such
claims will either be paid by the third party borrowers in the
ordinary course or otherwise treated by operation of law. However,
upon the entry of an order discharging the Debtor, such claims will
be discharged as to the Debtor.
Funds to be used to make cash payments under the Plan will derive
from income and operations of the Debtor.
A copy of the Disclosure Statement is available for free at:
http://bankrupt.com/misc/flsb16-17275-96.pdf
About Financial Resources of America
Financial Resources of America, Inc., filed a Chapter 11 bankruptcy
petition (Bankr. S.D. Fla. Case No. 16-17275) on May 20, 2016. The
petition was signed by Bart Caso, president. David L. Merrill,
Esq., at Merrill PA, serves as bankruptcy counsel to the Debtor.
The Debtor estimated assets and liabilities at $100,001 to $500,000
at the time of the filing.
FIRST RIVER: Wants Court OK on Interim Use of Cash Collateral
-------------------------------------------------------------
First River Energy, LLC, seeks approval from the U.S. Bankruptcy
Court for the District of Delaware to use Cash Collateral, on an
interim basis. The Debtor also requests approval to grant adequate
protection to the prepetition secured lenders.
The Debtor revealed that as of Jan. 12, 2018, it does not have any
unencumbered cash to fund its operations and thus face possible
immediate and irreparable harm to the estate. Immediate use of the
case collateral is necessary in order to stabilize the Debtor by
allowing it to pay ordinary, post-petition, and any Court-approved
prepetition expenses.
The Debtor disclosed that it will use cash collateral to pay
necessary expenses that include, among others, salaries, rent,
supplies, inventory, professional fees, and insurance.
Pre-Petition Loan
The Debtor entered into a credit agreement with Deutsche Bank AG,
New York Branch as Lender, along with several banks and other
financial institutions or entities from time to time parties to the
Credit Agreement. As of the Jan. 12, 2018, the Debtor was liable
under the Credit Agreement the principal amount of not less than
$13,164,020, plus not less than $1,320,000 in face amount of
undrawn letters of credit issued.
To secure payment of the Pre-Petition Obligations, the Debtor
granted the lenders liens and security interests in certain assets,
including, inter alia, and without limitation, the Debtor’s
present and future rights, titles, and interests in all cash,
deposit accounts, property, interests in property, and the
proceeds.
The Debtor and the Lenders have reached an agreement on the use of
Cash Collateral and the provision of adequate protection.
The Debtor revealed that it had reached an agreement with its
lenders as it relates to the use of Cash Collateral on an interim
basis. Said agreement is reflected in the Proposed Interim Order
and the interim budget.
A full-text copy of the Proposed Interim Order and Interim Budget
is available at:
http://bankrupt.com/misc/FirstRiverInterimOrderCashCollateral.pdf
About First River Energy
Based in San Antonio, Texas, First River Energy, LLC --
http://www.firstriverenergy.com/-- is engaged in the oil and gas
extraction business. First River Energy filed a Chapter 11
petition (Bankr. D. Del. Case No. 18-10080) on Jan. 12, 2018. In
its petition signed by CEO Deborah Kryak, the Debtor estimated
total assets and debt between $10 million and $50 million. William
E. Chipman, Jr., Esq., at Chipman Brown Cicero & Cole LLP, serves
as counsel to the Debtor.
FIRSTENERGY SOLUTIONS: Moody's Cuts CFR to Ca on Likely Default
---------------------------------------------------------------
Moody's Investors Service downgraded FirstEnergy Solutions Corp.'s
(FES) corporate family rating (CFR) to Ca from Caa1 and the
probability of default rating (PDR) to Ca-PD from Caa1-PD. FES's
rating outlook remains negative. FES' speculative grade liquidity
rating was also downgraded to SGL-4 from SGL-3. The three-notch
downgrade reflects the increased likelihood of a default occurring
within the next few months.
Downgrades:
Issuer: Beaver (County of) PA, Industrial Devel Auth
-- Senior Secured Revenue Bonds, Downgraded to B3(LGD1) from
B1(LGD1)
-- Senior Unsecured Revenue Bonds, Downgraded to Ca(LGD4) from
Caa1(LGD4)
Issuer: Bruce Mansfield Unit 1
-- Senior Secured Pass-Through, Downgraded to Ca(LGD4) from
Caa1(LGD4)
Issuer: FirstEnergy Solutions Corp.
-- Probability of Default Rating, Downgraded to Ca-PD from Caa1-
PD
-- Speculative Grade Liquidity Rating, Downgraded to SGL-4 from
SGL-3
-- Corporate Family Rating, Downgraded to Ca from Caa1
-- Senior Unsecured Regular Bond/Debenture, Downgraded to
Ca(LGD4) from Caa1(LGD4)
Issuer: Ohio Air Quality Development Authority
-- Senior Secured Revenue Bonds, Downgraded to B3(LGD1) from
B1(LGD1)
-- Senior Unsecured Revenue Bonds, Downgraded to Ca(LGD4) from
Caa1(LGD4)
Issuer: Ohio Water Development Authority
-- Senior Secured Revenue Bonds, Downgraded to B3(LGD1) from
B1(LGD1)
-- Senior Unsecured Revenue Bonds, Downgraded to Ca(LGD4) from
Caa1(LGD4)
Issuer: Pennsylvania Economic Dev. Fin. Auth.
-- Senior Secured Revenue Bonds, Downgraded to B3(LGD1) from
B1(LGD1)
-- Senior Unsecured Revenue Bonds, Downgraded to Ca(LGD4) from
Caa1(LGD4)
Outlook Actions:
Issuer: FirstEnergy Solutions Corp.
-- Outlook, Remains Negative
RATINGS RATIONALE
"Both the probability of default and expected losses are high,"
stated Moody's analyst Jairo Chung. FES's parent FirstEnergy Corp.
announced that it has formed a restructuring working group in
anticipation of FES either restructuring its debt or filing for
bankruptcy in the near future. The newly formed restructuring group
will advise FirstEnergy on its strategy to exit the merchant power
generation business. Moody's expects the likelihood of FES repaying
its $98.9 million senior unsecured bond maturity on April 2nd is
very low. Moody's views the formation of the restructuring working
group as an indication that FES is getting closer to default.
In addition, there are no clear avenues for additional regulatory
or political intervention aimed at providing any additional cash
flows to FES. The two previous regulatory intervention
opportunities failed to be implemented, including state legislation
in Ohio and federal plans through the Federal Energy Regulatory
Commission's (FERC) and the Department of Energy (DOE).
The Ca CFR and Ca-PD PDR reflect Moody's expectation that the
probability of FES defaulting on its April bond payment is very
high, and expected loss for the senior unsecured bonds to range 50%
and 70%.
Rating Outlook
The negative outlook reflects the higher certainty around FES'
unwillingness to make its next bond payment due in April 2018.
Liquidity
FES's speculative grade liquidity rating was lowered to SGL-4 from
SGL-3. The SGL-4 reflects FES' inadequate internally generated cash
flow, the likely covenant violation that will occur with a default,
and the need to rely on its external sources of financing to cover
its costs. Furthermore, Moody's believes FES has a very limited
alternative liquidity sources such as asset sale, to raise cash.
FES has access to a secured credit facility with FirstEnergy for
$500 million and additional credit support for $200 million, all of
which is utilized to cover surety bond obligations. The credit
facility is secured by the first mortgage bonds issued by two of
FES' subsidiaries, FirstEnergy Nuclear Generation (NG) and
FirstEnergy Generation (FG). In the case of restructuring or
bankruptcy filing, it is uncertain whether this credit facility
will continue to be treated as secured in a liability waterfall.
For the period ending September 30, 2017, FES had all $500 million
available under this facility. However, FES's ability to use more
than $100 million is limited because FES must maintain a minimum
availability of $400 million to provide support for NG. FES
continues to participate in the FirstEnergy's unregulated money
pool for liquidity to supplement for the limit on its use of the
secured credit facility. As of September 30, 2017, FES, its
subsidiaries, and FENOC had net $67 million borrowings in aggregate
from the money pool.
Factors That Could Lead to an Upgrade
A rating upgrade is unlikely. However, if there are power market
improvements that results in sustained improvements in FES' credit
fundamentals, a rating upgrade could be considered.
Factors That Could Lead to a Downgrade
FES's CFR will be downgraded further if the company files for
bankruptcy protection or restructures its debt through a distressed
exchange.
FirstEnergy Solutions Corp. is a wholly-owned subsidiary of
FirstEnergy Corp. and is a regional competitive electric producer
and provider in the PJM Interconnection market. FES controls
approximately 10.2 GW of power generation capacity, including
super-critical coal-fired generation (3,690 MW), nuclear generation
(4,048 MW), sub-critical coal-fired generation (1,256 MW), gas- and
oil-fired generation (690 MW) and renewable generation (496 MW).
GIDEON SERVICES: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Gideon Services, Inc.
1300 Meridian Street, Suite A13
Huntsville, AL 35801
Business Description: Huntsville, Alabama-based Gideon Services,
Inc. is an SBA 8(a) WOSB certified firm
providing and delivering cost-effective
solutions to companies nationwide and abroad
for their logistical, training, technology
and data security requirements. The company
delivers added value with customized
programs and solutions that streamline
operations, improve efficiencies and
responsiveness across an entire
organization, utilize its organizations
expertise in implementing Performance Based
Logistics. Its services go beyond supply
chain management, offering its customers
technical data, support equipment, training
and IT/computer resources. Visit
http://www.gideon-services.comfor more
information.
Chapter 11 Petition Date: January 24, 2018
Court: United States Bankruptcy Court
Northern District of Alabama (Decatur)
Case No.: 18-80207
Judge: Hon. Clifton R. Jessup Jr.
Debtor's Counsel: Adrienne Blake Fazio, Esq.
MANIER & HEROD, P.C.
1201 Demonbreun Street, Ste. 900
Nashville, TN 37203
Tel: 615-742-9308
E-mail: AFazio@manierherod.com
Debtor's
Accountant: RALPH E. WHITE, JR., CPA, P.C.
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Anna Thornley, chief executive officer.
A full-text copy of the petition, containing a list of the Debtor's
20 largest unsecured creditors, is available for free at:
http://bankrupt.com/misc/alnb18-80207.pdf
GLOBAL A&T: Plan Has Jan. 12, 2018 Effective Date
-------------------------------------------------
The effective date of the joint Chapter 11 plan of reorganization
of Global A&T Electronics Ltd. and its debtor-affiliates occurred
on Jan. 12, 2018, after the Hon. Robert D. Drain of the U.S.
Bankruptcy Court for the Southern District of New York confirmed
their joint plan on Dec. 22, 2017.
As reported by the Troubled Company Reporter on Jan. 15, 2018, the
Debtors' 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.
The Debtor entered into prepetition Restructuring Transactions,
which provide, among other things, that on the Effective Date:
* the Debtors will issue $665 million in 8.5% New Secured Notes
due 2022, and the Debtors will distribute approximately $517.64
million of the New Secured Notes to the Initial Noteholders and
approximately $84.9 million of the New Secured Notes to the
Additional Noteholders;
* the Debtors will also distribute $8.89 million of Cash to the
Initial Noteholders;
* the Debtors will distribute an additional $11.11 million of
the New Secured Notes and $1.11 million of Cash to the 2014
Plaintiff Initial Noteholders;
* included in the $517.64 million of New Secured Notes that the
Debtors will distribute to Initial Noteholders are $5 million of
New Secured Notes that would otherwise be distributed to the Holder
of the Affiliate Noteholder Notes;
* UTAC, the Debtors' ultimate equity owner, will issue common
equity to the Additional Noteholders in such amount as to
constitute 31% of the outstanding common equity of UTAC on a
post-emergence basis, subject to dilution by any post-emergence
management incentive plan adopted by UTAC, with the Affinity
Entities (other than the Affiliate Noteholder) and TPG collectively
holding, directly or indirectly, the other 69% of the outstanding
common equity of UTAC on a post-emergence basis;
* all outstanding and undisputed General Unsecured Claims
against the Debtors will be Unimpaired and unaffected by the
Chapter 11 Cases, and will be paid in full in Cash;
* all Priority Tax Claims, Other Priority Claims, and Other
Secured Claims will be paid in full in Cash, or receive such other
customary treatment that renders such Claims Unimpaired under the
Bankruptcy Code;
* all Administrative Claims shall be paid in full in Cash, or
receive such other customary treatment that renders such Claims
Unimpaired under the Bankruptcy Code; provided that the Debtors
will distribute $31.25 million in New Secured Notes to the Initial
Noteholders that are Consenting Noteholders under the Restructuring
Support Agreement and $25.1 million in New Secured Notes to the
Additional Noteholders that are Consenting Noteholders under the
Restructuring Support Agreement in full satisfaction of all Claims
arising on account of the Forbearance Fee; and
* UTAC will cause UMS -- which provides semiconductor testing
and assembly services similar to GATE to its sole customer,
Panasonic -- to guarantee the New Secured Notes, and UMS and GATE
will be operated by a single management team, owned by UTAC.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/nysb17-23931-11.pdf
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 fables
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. In the petition signed by General
Counsel Michael E. Foreman, Global A&T 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.
GOLDSTREET AUTOMOTIVE: Given Until March 18 to File Chapter 11 Plan
-------------------------------------------------------------------
The Hon. Charles M. Walker of the U.S. Bankruptcy Court for the
Middle District of Tennessee, upon the agreement reached by
Goldstreet Automotive, LLC and GrandSouth Bank d/b/a CarBucks', has
extended the exclusive period for the Debtor to file a plan of
reorganization for 60 days through March 18, 2018.
As reported by the Troubled Company Reporter on Dec. 19, 2017, the
Debtor filed a motion asking the Court to extend the exclusive
period for filing its plan of reorganization through and including
April 17, 2018, because the Debtor has been continuing its
negotiation with creditors in this case. GrandSouth Bank filed an
opposition to the Debtor's exclusivity extension motion.
Attorneys for GrandSouth Bank:
Michael J. Vetter, Sr., Esq.
Lance W. Thompson, Esq.
Spicer Rudstrom, PLLC
Bank of America Tower
414 Union Street, Suite 1700
Nashville, Tennessee 37129-1823
Phone: (615) 259-9080
Fax: (615) 259-1522
E-mail: mjv@spicerfirm.com
About Goldstreet Automotive
Goldstreet Automotive, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. M.D. Tenn. Case No. 17-04943) on July 21, 2017. The
petition was signed by Michael J. Dennison, member. At the time of
filing, the Debtor estimated $100,000 to $500,000 in assets and
$500,000 to $1 million in liabilities. The Hon. Charles M. Walker
preside over the case. Timothy G. Niarhos, Esq., at Niarhos &
Waldron, PLC, serves as bankruptcy counsel. An official committee
of unsecured creditors has not been appointed in the Chapter 11
case.
GRAFTECH FINANCE: Moody's Assigns 'B1' CFR; Outlook Stable
----------------------------------------------------------
Moody's Investors Service has assigned a B1 Corporate Family Rating
and a B1-PD Probability Rating to GrafTech Finance Inc. The
company's ratings have been moved to GrafTech Finance Inc. from
GrafTech International Ltd. since the company plans to establish
new senior secured credit facilities with GrafTech Finance as a
borrower and to redeem all of the existing debt issued by GrafTech
International Ltd. Moody's has assigned a B1 rating to the proposed
senior secured credit facilities, which include a $250 million
senior secured revolving credit facility and a $1.5 billion senior
secured term loan. These ratings are commensurate with the
corporate family rating since the revolver and the term loan will
share in the same collateral package and will account for virtually
all of the debt in the company's capital structure. The proceeds
from the term loan will be used to pay a $1.1 billion shareholder
dividend and to repay $300 million of senior notes and existing
revolver borrowings. Moody's has assigned a Speculative Grade
Liquidity Rating ("SGL") of SGL-1 assuming the company will
continue to publicly report its financial information. The ratings
outlook is stable. These ratings have been assigned pending the
receipt and review of final documentation. The existing ratings at
GrafTech International Ltd. will be withdrawn when the proposed
refinancing is completed.
Assignments:
Issuer: GrafTech Finance, Inc.
-- Probability of Default Rating, Assigned B1-PD
-- Speculative Grade Liquidity Rating, Assigned SGL-1
-- Corporate Family Rating, Assigned B1
-- Senior Secured Bank Credit Facility, Assigned B1(LGD3)
Outlook Actions:
Issuer: GrafTech Finance, Inc.
-- Outlook, Assigned to Stable
RATINGS RATIONALE
Moody's expects a very significant improvement in GrafTech's
financial performance over the next few quarters, leading to a
substantial increase in free cash flow generation and credit
metrics approaching investment-grade levels in 2018. A combination
of improved demand from steelmakers, constrained needle coke supply
from major producers, reduction of electrode capacity in China due
to environmental concerns and in other regions due to economic
reasons, has resulted in a surge in electrode pricing. This
confluence of events has occurred after GrafTech reduced its cost
structure, closed underperforming facilities and sold off non-core
operations in order to cope with very difficult market conditions
that resulted in very weak EBITDA generation over the past few
years. The company developed a long-term strategy built around its
core graphite electrode business that focused on its improved cost
position relative to competitors and the competitive advantage of
having an internal source of needle coke that meets the majority of
its needs. These advantages along with the recent surge in prices
for graphite electrodes, and the company taking advantage of the
resurgence in the sector and entering into long term take or pay
type contracts that lock in the current historically high prices
and the majority of its production volumes, have led to an enormous
increase in operating results and cash flow generation. The company
announced that it expects to report adjusted EBITDA in the range of
$260 million - $290 million in the quarter ended March 2017 versus
about $62 million - $67 million in the December quarter and about
$100 million during the full year of 2017.
GrafTech's management has not issued guidance for the full year
2018, but positive sector fundamentals are expected to continue and
Brookfield Asset Management Inc., which controls GrafTech through a
non-recourse subsidiary, commented in an 8-K filed on January 22,
2018 that it expects an average contract price of about $10,000 per
ton in 2018 for about 75% of its current production volume.
GrafTech has restructured substantially under Brookfield's
ownership and has indicated that an improvement in averaged
realized prices of $500 per ton translates into about a $75 million
increase in adjusted EBITDA. Therefore, GrafTech could generate
adjusted EBITDA of around $1 billion in 2018 assuming spot prices
remain near current levels. That would result in its adjusted
leverage ratio declining below 2.0x (Debt/EBITDA) despite the
proposed substantial increase in borrowings, and significant free
cash flow generation excluding the proposed one-time dividend
payment.
GrafTech's rating continues to be tempered by industry-level
concerns, such as the sustainability of the increase in graphite
electrode prices; company-level operating concerns, such as the
nature of customer contracts; and company-level financial policy
concerns, such as the company's plans for its free cash flow and
capital structure and the willingness of the majority owners to
take additional dividends during the upcycle in the electrode
industry.
GrafTech's speculative grade liquidity rating of SGL-1 is based on
expectations for significant positive free cash flow and ample
headroom under financial maintenance covenants. GrafTech reported
$13 million of cash and only $58 million of borrowings under its
$225 million revolving credit facility as of December 31, 2017. The
company plans to pay off these borrowings as part of its proposed
refinancing and to establish a new $250 million revolver that
matures in 2023. The expected improvement in EBITDA will create
significant headroom under the proposed financial maintenance
covenants expected in the new credit agreement, including a
springing maximum senior secured first-lien net leverage ratio of
4.0x with no step-downs, springing at 35% utilization of the
revolver.
The stable outlook incorporates Moody's expectations for
significant improvement in financial performance in the near-term,
but also reflects the uncertainty related to potential additional
shareholder friendly actions the company might pursue.
Moody's could upgrade GrafTech's rating if its sponsor provides
clarification regarding GrafTech's financial policies, including
the appropriate amount of balance sheet debt, future dividend
policy, and additional clarity on the company's ability to benefit
from the current high prices over a longer horizon. The ratings
upside will be limited by the cyclicality of the graphite electrode
sector, the company's modest size and reliance on one needle coke
facility for the majority of its supply.
Moody's could downgrade the rating if adjusted financial leverage
rises above 4.0x (Debt/EBITDA), the company produces negative free
cash flow, or experiences a substantive deterioration in
liquidity.
The principal methodology used in these ratings was Global Chemical
Industry Rating Methodology published in December 2013.
Headquartered in Independence, Ohio, GrafTech International Ltd.
manufactures graphite electrodes, refractory products, needle coke
products, advanced graphite materials, and natural graphite
products. The company has about 195,000 metric tons of electrode
capacity including its idled St. Mary's facility. GrafTech is a
wholly-owned subsidiary of an affiliate of Brookfield Capital
Partners Ltd. GrafTech generated approximately $550 million of
revenues for the twelve months ended December 31, 2017.
GRAFTECH INTERNATIONAL: S&P Raises CCR to 'B', Outlook Stable
-------------------------------------------------------------
S&P Global Ratings raised its corporate credit rating on
Independence, Ohio-based GrafTech International Ltd. to 'B+' from
'B'. The outlook is stable.
S&P said, "At the same time, we assigned our 'B+' issue-level
rating to the company's new $1.5 billion senior secured term loan
due 2025. The recovery rating is '3', which indicates our
expectation for meaningful (50%-70%; rounded estimate: 50%)
recovery in the event of a payment default."
The upgrade reflects the material amount of additional medium-term
contracts (all at prices roughly double the 10-year historical
average price for graphite electrodes of approximately $4,500/mt)
GrafTech signed in December 2017 and January 2018. Given the
certainty of these cash flows over the next few years--even despite
the significant increase in outstanding debt associated with the
company's $1.5 billion term loan issuance to largely fund a
shareholder dividend—S&P continues to expect GrafTech's adjusted
leverage to fall below 2x by year-end 2018. S&P said, "We also
continue to expect a material increase in the company's adjusted
EBITDA interest coverage to more than 12x over the next 12 months.
Moreover, we view the company's changing business strategy (toward
one with longer-term contracts) to be credit enhancing by providing
certainty of cash flows (but with contract renewal risks)."
S&P said, "The stable outlook reflects our view that GrafTech is
benefitting from selling graphite electrodes--most on medium-term
(three to five years) contracts--at much higher prices. A
debt-financed dividend, however, is somewhat reducing the impact of
strong electrode prices, leading to adjusted leverage below 2x over
the next 12 months.
"We could raise our ratings on GrafTech over the next 12 months if
the company is able to maintain the recent upward momentum in its
credit measures and profitability. Specifically, a higher rating
would be predicated upon adjusted leverage remaining comfortably
below 4x on a sustained basis, along with a commitment from its
financial sponsor to keep leverage below this level over the long
term.
"We could lower our ratings if the company were to pursue
additional debt-financed shareholder-friendly activities or if the
spot market for graphite electrodes were to revert back to its
historical levels, potentially indicating a shift in recently
positive market dynamics. We could also lower our ratings if
GrafTech were unable to continue to demonstrate sustained
improvement in leverage and interest coverage metrics despite the
material increase in its debt and interest burden."
GST AUTOLEATHER: Has Until May 1 to File Plan of Reorganization
---------------------------------------------------------------
The Hon. Laurie Selber Silverstein of the U.S. Bankruptcy Court for
the District of Delaware, at the behest of GST Autoleather, Inc.,
and its debtor-affiliates, has extended the exclusive periods
during which the Debtors have the right to file and to solicit
votes accepting or rejecting a chapter 11 plan, through and
including May 1, 2018 and July 2, 2018, respectively.
The Troubled Company Reporter has previously reported that the
Debtors sought for 120-day extension of the Exclusivity Periods to
allow them to focus on continuing to advance the process and
preclude the costly disruption and instability that would occur if
competing plans were to be proposed.
The Debtors claimed that their progress to date has been achieved
in no small part due to the breathing room provided by chapter 11.
In the midst of the marketing process, the Debtors believed that
maintaining the exclusive right to file and solicit votes on a
chapter 11 plan is critical to consummating their chapter 11
strategy.
The Debtors said that extending the Exclusivity Periods will afford
them and their stakeholders time to finish their marketing process,
negotiate and confirm a chapter 11 plan, and proceed toward
consummation of these chapter 11 cases in an efficient, organized
fashion.
About GST Autoleather
Headquartered in Southfield, Michigan, GST AutoLeather, Inc., was
founded in 1933, then known as Garden State Tanning, initially
operated as a tanning company that processed leather for the
upholstery and garment industries. The Company entered the
automotive industry in 1946.
As of Oct. 3, 2017, the Company employs 5,600 people worldwide,
including the United States, Mexico, Japan, China, Korea, Germany,
Hungary, South Africa, and Argentina. The Company supplies leather
to virtually every major OEM in the automotive industry, including
Audi, BMW/Mini, Daimler, Fiat Chrysler, Ford, General Motors,
Hyundai, Honda, Porsche, PSA, Nissan, Kia, Toyota and Volkswagen.
GST AutoLeather, Inc., and five of its affiliates filed voluntary
petitions for relief under chapter 11 of the U.S. Bankruptcy Code
(Bankr. D. Del. Lead Case No. 17-12100) on Oct. 3, 2017.
The Hon. Laurie Selber Silverstein is the case judge.
The Debtors tapped Kirkland & Ellis LLP as general bankruptcy
counsel; Pachulski Stang Ziehl & Jones LLP as local bankruptcy
counsel; Lazard Middle Market, LLC as financial advisor; Alvarez &
Marsal North America, LLC as restructuring advisor; and Epiq
Bankruptcy Solutions, LLC as claims and noticing agent, Ernst &
Young LLP, as tax advisors. Deloitte & Touche LLP, as independent
auditor.
On Oct. 13, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The Committee is
represented by Christopher M. Samis, L. Katherine Good, Aaron H.
Stulman, Christopher A. Jones and David W. Gaffey of Whiteford
Taylor & Preston LLP and Erika L. Morabito, Brittany J. Nelson,
John A. Simon, Richard J. Bernard and Leah Eisenberg of Foley &
Lardner LLP.
Royal Bank of Canada is represented by Andrew V. Tenzer of Paul
Hastings LLP.
HRG GROUP: S&P Retains 'B' Corp. Credit Rating on Watch Positive
----------------------------------------------------------------
S&P Global Ratings revised its recovery rating on New York
City-based HRG Group Inc.'s $890 million senior unsecured notes
matu ring Jan. 15, 2022, to '3' (50%-70% range, 65% rounded
estimate) from '4'. The revision reflects investment holding
company HRG's sale of its stake in insurance subsidiary Fidelity
Guaranty & Life and use of a portion of the net cash proceeds to
redeem all of HRG's $864.4 million senior secured notes due 2019.
S&P said, "All of our ratings on HRG, including our 'B' corporate
credit and unsecured note ratings, remain on CreditWatch with
positive implications, where they were placed on Sept. 25, 2017. We
expect to resolve the CreditWatch status when we obtain more
certainty around the outcome of HRG's ongoing strategic evaluation,
which could include the sale of its remaining investment in core
subsidiary Spectrum Brands or a distribution of Spectrum Brands
shares to HRG shareholders (in conjunction with structuring the
holding company debt repayment)."
RATINGS LIST
HRG Group Inc.
Corporate credit rating B/Watch Pos/--
Recovery rating revised; issue rating remains on Watch
To From
HRG Group Inc.
Senior unsecured B/Watch Pos B/Watch Pos
Recovery rating 3(65%) 4(35%)
JUDYCAT INC: U.S. Trustee Unable to Appoint Committee
-----------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Judycat, Inc., as of Jan. 18,
2018, according to a court docket.
About Judycat Inc.
Judycat, Inc. sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. W.D. Mo. Case No. 17-61330) on Dec. 12, 2017. Judge
Cynthia A. Norton presides over the case. At the time of the
filing, the Debtor estimated assets of less than $50,000 and
liabilities of less than $500,000. Ted L. Tinsman, Esq., at
Douglas, Haun & Heidemann, P.C., serves as the Debtor's bankruptcy
counsel.
KEENEY TRUCK: Seeks Approval of Amended Disclosure Statement
------------------------------------------------------------
Keeney Truck Lines, Inc., filed a motion asking the U.S. Bankruptcy
Court for the Central District of California to approve its Jan.
16, 2018 amended disclosure statement in support of its plan of
reorganization.
Keeney also requests that the Court fix a date and time for a
hearing to consider confirmation of the Plan and set the last day
for filing and serving objections to confirmation of the Plan.
Leading up to and since terminating its trucking operations, the
Debtor has been working toward a liquidating Plan of
Reorganization. Accordingly, with bankruptcy court approval, it
sold off its tangible assets -- its vehicles, equipment, furniture,
and tools, with the original intention of presenting a liquidating
plan. Since that time, it has become apparent to the Debtor's
principals there is a strong possibility of 100% dividends for both
non-insider general unsecured creditors and for insiders. Moreover,
there may also be the possibility of a long-term additional asset
in the form of the dividends and return of insurance premium from
Debtor's captive insurance vehicle and general liability policies,
and risk retention group insurance (workers comp). Because of this,
Debtor's shareholders wish to have the corporation assume the
contract for the risk retention insurance and for the company to
survive confirmation of the plan of reorganization so it collect
any insurance refunds which may be forthcoming.
There are 58 general unsecured creditors whose claims total
$517,858. Keeney expects to be able to pay a 100% dividend on these
claims on or about the effective date.
A full-text copy of the Amended Disclosure Statement is available
at:
http://bankrupt.com/misc/cacb2-16-26393-196.pdf
About Keeney Truck Lines
Keeney Truck Lines, Inc. filed a Chapter 11 bankruptcy petition
(Bankr. C.D. Cal. Case No. 16-12509) on Sept. 9, 2016. The
petition was signed by Dan Hubbard, president/CEO. The Debtor
disclosed total assets of $3.30 million and total liabilities of
$1.68 million as of the bankruptcy filing. The Hon. Sandra R.
Klein presides over the case. The Law Office of William Fennell,
APLC, is serving as counsel to the Debtor.
LEHMAN BROTHERS UK: March 7 Combined Plan, Disclosures Hearing
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Judge Shelley C. Chapman of the U.S. Bankruptcy Court for the
Southern District of New York conditionally approved Lehman
Brothers U.K. Holdings (Delaware) Inc. and Lehman Pass-Through
Securities Inc.'s disclosure statement dated Jan. 12, 2018.
The deadline to object to the final approval of the disclosure
statement and the confirmation of the plan is Feb. 12, 2018 at 4:00
p.m. Eastern Time.
Objections to final approval of the Disclosure Statement or
confirmation of the Plan that are not timely filed and served will
not be considered and will be deemed overruled.
The combined hearing to consider final approval of the disclosure
statement and confirmation of the plan is March 7, 2018 at 10:00
a.m. Eastern Time.
About Lehman Brothers
Lehman Brothers U.K. Holdings (Delaware) Inc. and Lehman
Pass-Through Securities Inc. were managed and controlled by Lehman
Brothers Holdings Inc. upon the effective date of its Chapter 11
plan and are debtor-controlled entities under that plan.
Prior to the commencement of LBHI's Chapter 11 case, LUK was a
wholly-owned, direct subsidiary of the company and the direct and
indirect parent of a substantial portion of the company's European
operations. During the same period, LPTSI was a direct subsidiary
of Lehman Commercial Paper Inc., which was an indirect subsidiary
of LBHI.
The primary business of LUK and LPTSI is managing a portfolio of
global assets. This includes interacting with borrowers, joint
venture partners, and other parties related to the assets;
monitoring the real-estate development projects; assessing key
variables that influence the recovery values of those entities'
assets; and evaluating market conditions in order to determine
whether to hold or sell.
LUK and LPTSI sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D.N.Y. Case Nos. 17-12442 and 17-12443) on Aug. 31,
2017. The petitions were signed by Christopher Mosher, director,
vice-president and assistant treasurer.
At the time of the filing, the Debtors estimated assets of $500
million to $1 billion and liabilities of $100 million to $500
million.
Epiq Bankruptcy Solutions, LLC, is the Debtors' claims and noticing
agent.
* * *
Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States. For more than
150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.
Lehman Brothers Holdings filed for Chapter 11 bankruptcy (Bankr.
S.D.N.Y. Case No. 08-13555) on Sept. 15, 2008. Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the largest
in U.S. history. Several other affiliates followed thereafter.
Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC
sought for bankruptcy protection in December 2009.
The Debtors' bankruptcy cases were assigned to Judge James M. Peck.
Judge Shelley Chapman took over the case after Judge Peck retired
from the bench to join Morrison & Foerster.
A team of Weil, Gotshal & Manges, LLP, lawyers led by the late
Harvey R. Miller, Esq., serve as counsel to Lehman. Epiq
Bankruptcy Solutions serves as claims and noticing agent.
Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, served
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., served as the
Committee's investment banker.
On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant to
the provisions of the Securities Investor Protection Act (Case No.
08-CIV-8119 (GEL)). James W. Giddens was appointed as trustee for
the SIPA liquidation of the business of LBI. He is represented by
Hughes Hubbard & Reed LLP.
The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion. Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees. Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.
Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history. The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.
In October 2016, the team winding down LBHI paid $3.8 billion to
creditors, the 11th distribution since Lehman's collapse in 2008.
This brought the total payout to more than $113.6 billion.
Bondholders were projected to receive about 21 cents on the dollar
when Lehman's bankruptcy plan went into effect in early 2012. The
11th distribution raised the bondholders' recovery to more than 40
cents on the dollar and recoveries for general unsecured creditors
of Lehman's commodities to 79 cents on the dollar. Lehman's
aggregate 12th distribution to unsecured creditors pursuant to its
confirmed Chapter 11 plan will total approximately $3.0 billion.
LNB-015-13 LLC: Proposed Plan to be Funded from Rent Income
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LNB-015-13 LLC filed with the U.S. Bankruptcy Court for the
Southern District of Florida a small business disclosure statement
describing its plan of reorganization.
The Debtor has been in the business of owning 2301 Collins Ave Apt
435, Miami Beach, FL 33139, a condo built in 1926.
Class 2B under the plan is the undersecured claim of Deutsche Bank
National Trust Company. The Debtor will pay allowed secured claim
and undersecured claim of Deutsche Bank as follows: $250,000 cash
at confirmation and property is valued at $299,000 so payment of
value is less sales costs is indubitable equivalent of foreclosure
and sale of collateral.
The allowed unsecured claim of JJLB Property Management LLC in
Class 4 will be paid 100% in four equal monthly installments after
confirmation and payment of bank claim.
Payments and distributions under the Plan will be funded Harel
Bitton and affiliates and rent income.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/flsb17-19226-40.pdf
About LNB-015-13 LLC
LNB-015-13, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla. Case No. 17-19226) on July 22,
2017. The petition was signed by Harel Bitton, its authorized
representative. At the time of the filing, the Debtor estimated
assets and liabilities of less than $500,000. Joel M. Aresty P.A.
is the Debtor's bankruptcy counsel. An official committee of
unsecured creditors has not yet been appointed in the Chapter 11
case.
LSF10 CEDAR: Incremental Loan No Impact on Moody's B2 CFR
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Moody's Investors Service says that the incremental $40 million
first-lien term loan to repay the same amount in its second-lien
loan will not affect the B2 Corporate Family Rating and B2-PD
Probability of Default Rating of LSF10 Cedar Investments, LP, the
owner of New Arclin U.S. Holdings Corp. The planned debt swap will
not affect the B2 and Caa1 ratings on the first-lien and
second-lien loans, respectively. Ratings outlook is stable.
Headquartered in Roswell, GA, Arclin is a North American producer
of resins and surface overlay products used in building products,
specialty engineered materials, and industrial applications. The
company generated approximately $572 million of sales for the
twelve months ended September 30, 2017. Arclin is a portfolio
company of Lone Star Funds.
LTD MANAGEMENT: Wants to Continue Using Cash Until March 31
-----------------------------------------------------------
LTD Management, Inc., seeks authorization from the U.S. Bankruptcy
Court for the District of New Hampshire for the continued use of
cash collateral through March 31, 2018.
The Debtor relates that pursuant to the Court's Order entered on
Nov. 29, 2017, the Debtor is permitted to use cash collateral
though Jan. 31, 2018. The Debtor now asks the Court for permission
to use the cash collateral to pay for the costs and expenses
incurred by the Debtor in the ordinary course and in the operation
of its business for the period beginning on Feb. 1, 2018 and ending
on March 31, 2018 as detailed in the Budget.
The Debtor proposes to use cash collateral in accordance to these
terms and conditions:
(a) Limits the amount of cash collateral which the Debtor may
spend during the Use Period to $7,606 ("Maximum Use Amount");
(b) Grants to each record holder of a lien on cash collateral a
replacement lien on the Debtor's property to the same extent, scope
and validity that each record lienholder held as of the petition
date, unless or until avoided by an order of the Court;
(c) Reserves to each lienholder the right to contest in an
appropriate proceeding the value of the cash collateral and other
collateral held or claimed by the record lienholder; and
(d) Reserves to the Debtor the right to contest the validity,
perfection, enforceability or value of any lien held or claimed by
a record lienholder for any reason.
The Debtor believes through the continued rental of the building,
the cash collateral will be adequately replaced during the Use
Period. The Debtor also believes its limited use of cash
collateral during the Use Period will permit it to maintain
essential business operations, thereby preserving the value of the
estate, and confirm a plan that will be in the best interest of the
Debtor’s creditors.
A full-text copy of the Debtor's Third Motion is available at:
http://bankrupt.com/misc/nhb17-10684-90.pdf
About LTD Management
Headquartered in Raymond, New Hampshire, LTD Management, Inc., was
formed in July 1992 for the purpose of owning real estate located
at 63 Route 27 Raymond, New Hampshire, and leasing out certain
units within the building. Lisa D'Aoust owns a 100% interest in
LTD.
LTD Management filed for Chapter 11 bankruptcy protection (Bankr.
D.N.H. Case No. 17-10684) on May 10, 2017, estimating its assets
and liabilities at between $100,001 and $500,000. Cheryl C.
Deshaies, Esq., at Deshaies Law, serves as the Debtor's bankruptcy
counsel.
No trustee or examiner has been appointed in the Debtor's case, and
no official statutory committee has yet been appointed or
designated by the U.S. Trustee.
LUCID ENERGY: Fitch Assigns First Time BB- IDR; Outlook Stable
--------------------------------------------------------------
Fitch Ratings has assigned a first time Issuer Default Rating (IDR)
of 'BB-' to Lucid Energy Group II Borrower, LLC (Lucid), and
'BB+'/'RR1' senior secured rating on Lucid's secured term loan. The
Rating Outlook is Stable.
On Jan. 8, 2018, a joint venture controlled by Riverstone Global
Energy and Power Fund VI, L.P., an investment fund managed by
Riverstone Holdings LLC, and investment funds managed by the
Merchant Banking Division of The Goldman Sachs Group Inc.,
announced that they had entered into an agreement to buy Lucid
Energy Group II, LLC for $1.6 billion in cash from Encap Flatrock
Midstream. The transaction is expected to close in the first
quarter of 2018, subject to customary approvals and closing
conditions. The transaction includes proposed offering of $50
million super senior secured revolving credit facility and $900
million senior secured term loan.
The ratings reflect the favorable production economics associated
with Lucid's footprint in the Permian basin and the expected cash
flow stability under its fixed fee contract profile. The ratings
also recognize the size and scale limitations, volumetric risks,
and competitor risks that Lucid faces as a single basin gathering
and processing (G&P) service provider.
The ratings consider that approximately 75% of Lucid's 2018 volumes
are supported by a diversified portfolio of six large-scale,
investment grade producers with fixed fee, long term contracts and
significant acreage dedications and minimum volume commitment from
its largest counterparty, which helps to limit some of the
counterparty risks and is consistent with the counterparty profile
of midstream issuers in the lower range of 'BB' Issuer Default
Rating. Additionally, approximately 85% of Lucid's revenue derives
from contracts with fixed fee contracts, which provides cash flow
stability and eliminates direct commodity price exposure. The
ratings also reflect Fitch's expectation of Lucid's improvement in
leverage stemming from continued production volume growth across
Lucid's customer base over the next several years, as well as,
organic growth through existing expansion projects. Term loan
amortization (1% per annum) and debt payment under excess cash flow
sweep also aid deleveraging through 2019. Fitch forecasts Lucid's
leverage (Debt/EBITDA) to improve from above 5.5x at 1H18 to 4.7x
to 5.0x by 2018YE and below 4.5x in 2019.
Concerns focus on Lucid's limited size, scale, geographic and
business line diversity and the possibility that volumes will not
materialize in the amount projected. Although Fitch expects E&P
production in the Permian to be prolific in the near term, Lucid is
subject to outsized event risk should there be a slow-down or
longer term disruption of the Delaware basin area production given
its single basin focus and lack of business line diversity.
Highlighted concerns also include competitive risks from
significant competing midstream infrastructure nearby Lucid's
operating territory. Fitch notes that there are several large
midstream companies that conduct business in the counties that
Lucid operates and could challenge Lucid's future growth and
profitability. Additional concerns include Lucid's counterparty
risk and direct commodity price exposure. Fitch recognizes that
Lucid is exposed to smaller scale E&P producers who are
non-investment grade and subject to commodity price volatility
through percent of proceeds (POP) contracts (~15% of 2018
Revenue).
KEY RATING DRIVERS
Small, Single Basin Provider: Lucid is a small gathering and
processing service provider that operates solely in the Delaware
region of the Permian basin, and Fitch expects the company to
generate an annual EBITDA less than $300 million in the near term.
The limiting factor is somewhat offset by Lucid's geographic
presence where crude production growth is expected to be
significant in the near to intermediate term, and Lucid will be a
beneficiary of this growth. Nonetheless, given its single basin
focus and lack of business line diversity, Lucid is subject to
outsized event risk should there be a slow-down or longer term
disruption of Delaware Basin area production.
Counterparty & Commodity Price Exposure: Lucid has a solid
counterparty profile comprising of large, investment grade E&P
producers under long term fixed fee contracts. These producers are
expected to make up 75% of Lucid's total G&P volume in 2018, which
Fitch believes should help limit counterparty risk. These producers
have been ramping up production across their Permian footprint and
are expected to continue to do so in the near term (provided oil
prices remain consistent with Fitch's base case expectation of $50
WTI for 2018, 2019 ramping to $55 long-term). Furthermore,
approximately 85% of Lucid's 2018 G&P revenue derives from fixed
fee contract with a weighted average of 8 years, which provides
cash flow stability and limits direct commodity price exposure for
Lucid. Under these contracts direct commodity price risk is
eliminated, but volumetric risk remains. However, given a more
stable commodity price environment and the favorable production
fundamentals in the Permian, specifically within the Delaware
basin, Fitch believes there are economic incentives for the
producers within the basin to continue to ramp up production in the
near to intermediate term, where Lucid will benefit from the
dedicated acreage. The contracts are further supported by acreage
dedications which require that all associated gas production under
these dedicated acres utilize Lucid's system, with a portion of the
dedicated acreage also contracted by minimum volume commitment
(MVC).
Favorable Geographic Presence: Crude production in the Permian has
risen in the past years and is expected to continue posting strong
growth in the near term, given the favorable production economics
within the region. Lucid operates in the Lea and Eddy County in the
Delaware basin, where it has some of the lowest breakeven costs for
crude production and highest producer IRRs in North America.
Lucid's customers have dedicated over 450,000 acres to Lucid and
are currently actively drilling within this dedicated acreage with
24 rigs currently running on Lucid's dedicated acres. The acreage
dedication gives Lucid the right to gather and transport all the
associated gas produced on the dedicated acres, providing growth
upside as producers continue to develop their acreage.
Improving Metrics: Lucid's leverage (debt/EBITDA) is forecast to be
initially high after issuance of the $900 million term loan at
above 5.5x by the end of 1H18. As production volumes ramp up during
the year, Fitch expects Lucid's leverage to improve to 4.7x to 5.0x
by end of 2018 and further deleverage below 4.5x by end of 2019
through earnings growth, term loan amortization (1% per annum) and
cash flow sweep. The credit facility covenant allows restricted
payments of available cash should Lucid maintains $25 million of
liquidity and a 4.5x or less net debt leverage. Fitch expects the
sponsor will commit to operate Lucid below 4.5x leverage and have
maximum flexibility for dividend distribution below 3.5x, given the
excess cash flow sweep covenant.
Competitive Risk: Fitch recognizes competition is a limiting factor
for Lucid's future growth. Given the existing infrastructure owned
by larger midstream companies that can offer fully integrated
services, Lucid faces competition for new opportunities within the
basin. However, offsetting some of the immediate competitive risks
are the acreage dedications from its producer counterparties under
long-term contracts.
DERIVATION SUMMARY
Lucid's ratings are limited by the size and scale of operations of
the company, in line with similarly rated 'BB-' IDR issuers BCP
Raptor/EagleClaw and Medallion Midland Acquisition. Lucid is a
single basin focused natural gas gathering and processing provider
operating in the Permian Basin, and Fitch typically views small
scale (less than $500 million in EBITDA), stand-alone, single
asset/basin focused midstream G&P service providers credit profiles
as generally being more consistent with a 'B' range issuer default
rating given the competitiveness and cash flow volatility of the
G&P business through business and commodity price cycles. However,
Lucid's favorable geographical presence in the Eddy and Lea
counties of New Mexico, where Fitch expects significant volume
growth, along with Lucid's counterparty profile and fixed fee,
long-term contracts with significant acreage dedications help to
somewhat mitigate size, scale, and near term cash flow volatility
concerns. In addition, Fitch's size and scale concerns with regard
to midstream energy issuers tends to be focused on facilitating
access to capital to meet funding needs, with larger entities being
more easily able to access capital markets. Fitch does not expect
Lucid has the need to access capital markets until term loan
maturity, which by then the company is expected to be significantly
larger with EBITDA more consistent with other 'BB' rated midstream
names though refinancing risk will remain.
Relative to its 'BB-' issuer default rating peers BCP Raptor,
Medallion, and lower-rated 'B' Navitas Midstream, Lucid has a
slightly lower counterparty risk, in Fitch's view, as a larger
percentage of its volume is dedicated to large-scale, investment
grade producers, whose volume are expected to continue ramp up in
the near term. Additionally, similar to its peers Lucid has a high
initial leverage metrics driven by acquisition. However, Fitch
forecasts Lucid to have a slightly better leverage than its peers
by the end of 2018, as these names continue to de-lever helped by
the growing production within the Permian basin. Fitch believes
Lucid's leverage to be 4.7x to 5.0x at year end of 2018, compared
to 2018 leverage level above 6.0x for BCP Raptor, 5.2x-5.75x for
Medallion, and above 8.0x for Navitas. Furthermore, Fitch expects
Lucid to be free cash flow positive by end of 2018 through Fitch's
rating horizon, which is credit positive.
KEY ASSUMPTIONS
Key Assumptions Within Fitch Rating Case for the Issuer
-- Production volume ramps up through forecast years; No new
acreage dedications or new producer customers assumed;
-- SG&A and operating expense increase at a 5.0%/year rate;
-- CAPEX spent in 2018 includes the construction of the two 200
mmcf/d processing plants and other organic projects;
-- Dividend is not assumed in the model, but Fitch expects
distribution can begin in mid-2019 as the restricted payment
and excess cash flow sweep covenant requirements are met;
-- Distribution of available cash to sponsor in 2H2019 once Lucid
meets the consolidated net leverage ratio of below 3.5x;
-- Deleveraging aided by term loan amortization (1% per annum)
and debt repayment under excess cash flow sweep (in 2018 and
partially in 2019);
-- Fitch's base case WTI oil price that trends up from $50/barrel
in 2017 to a long-term price of $55.0/barrel.
RATING SENSITIVITIES
Developments That May, Individually or Collectively, Lead to
Positive Rating Action
-- Positive ratings actions are expected to be limited in the
near to intermediate term. Should Lucid increase its size,
scale, asset, geographic or business line diversity, with a
focus on growing EBITDA above $300 million per year while
maintaining leverage at or below 4.5x basis Fitch would
consider a positive ratings action
Developments That May, Individually or Collectively, Lead to
Negative Rating Action
-- Slowdown in volume growth expected across Lucid's acreage, as
evidenced by a decline in rig count or a moderation in daily
volumes through Lucid's system;
-- Meaningful deterioration in counterparty credit quality or a
significant event at a major counterparty that impairs cash
flow;
-- Leverage above 5.5x on a sustained basis. Fitch expects
leverage to be 4.7x to 5.0x by end of 2018 and improve to
below 4.5x by 2019 year end;
-- A significant change in cash flow stability profile. A move
away from current majority of revenue being fee based. If
revenue commodity price exposure were to increase above 25%,
Fitch would likely take a negative ratings action.
LIQUIDITY
Liquidity Adequate: Lucid will have access to a $50 million super
secured revolving credit facility that matures in five years, with
an optionality of $20 million incremental facility. Lucid will also
issue $900 million of senior secured term loan with a manageable
maturity of seven years. The term loan requires a six-month Debt
Service Reserve Account (DSRA), , as well as a cash flow sweep and
mandatory amortization of 1% per annum.
Additionally, the company is expected to receive $843 million in
equity from its sponsors Riverstone and Goldman at close in support
of its liquidity, in which $112 million of cash will remain on the
balance sheet under the funded capex & interest account to fund
planned organic expansions of the company's gathering and
processing operations through 2018. Furthermore, Fitch expects
Lucid to be FCF positive by end of 2018 as production volumes on
its system ramp up, which will further enhance Lucid's liquidity
position.
FULL LIST OF RATING ACTIONS
Fitch has assigned the following first time ratings:
Lucid Energy Group II Borrower, LLC
-- Long-term IDR 'BB-';
-- Senior Secured Term Loan 'BB+'/'RR1'.
The Rating Outlook is Stable.
M.O.R. PRINTING: 10.3% Recovery for Unsecureds Over 5-Year Period
-----------------------------------------------------------------
M.O.R. Printing, Inc., filed with the U.S. Bankruptcy Court for the
Southern District of Florida a disclosure statement in support of
its chapter 11 plan of reorganization dated Jan. 16, 2018.
Upon the effective date of the Debtor's Plan of Reorganization,
Owen Luttinger and Richard Luttinger will each become 50% equity
shareholders in the newly reorganized Debtor and Mark Goldstein
will no longer have any affiliation or employment with the
Reorganized Debtor.
There are 46 general unsecured creditors in Class 5 with claims
totaling $1,437,032.13. The general unsecured creditors will
receive a guaranteed total of $100,000 in 20 quarterly installment
payments of $5,000 each during the five-year term of the Plan.
Additionally, during the first year of the Plan, the Debtor's
principals, the Luttingers will make four additional quarterly
payments of $12,000 for distribution to unsecured creditors
totaling $48,000. The total combined guaranteed distribution from
the Debtor and the Luttingers over the five-year term of the
Debtors' Plan will be $148,000 or 10.3% of the allowed unsecured
claims. This distribution percentage may increase if the Debtor is
successful in voiding the claims of any of the "hard money"
lenders. Additionally, holders of Class 5 Claims will receive 50%
of the net proceeds of any Causes of Action after payment of all
administrative expenses and post-Effective Date professional fees
and costs.
The Debtor believes that it will have enough cash on hand on the
Effective Date of the Plan to pay all claims and expenses that are
entitled to be paid on that date and, further, that the Reorganized
Debtor will generate sufficient cash through operations to fund the
Plan during the Plan distribution period.
Funds to be used to make cash payments under the Plan will
initially be derived from the Debtor's cash on deposit ($23,237.40
on 11/30/17) and then, going forward the cash payments due under
the Plan will come from the profits of the Reorganized Debtor.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/flsb17-11570-139.pdf
About M.O.R. Printing
M.O.R. Printing, Inc., based in Fort Lauderdale, Florida, filed a
Chapter 11 petition (Bankr. S.D. Fla. Case No. 17-11570) on Feb. 8,
2017. The Debtor estimated assets of less than $50,000 and
liabilities of $1 million to $10 million. The petition was signed
by Owen Luttinger, president. The Hon. John K Olson presides over
the case. Chad T. Van Horn, Esq., at Van Horn Law Group, P.A.,
serves as counsel to the Debtor.
MAMMOET-STARNETH: Claim Filing Deadline Set for Feb. 12, 2018
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware set Feb. 12,
2018, at 5:00 p.m. (prevailing Eastern Time), as the last date and
time for general creditors to file their proofs of claim against
Mammoet-Starneth LLC.
The Court also set June 11, 2018, at 5:00 p.m. (prevailing Eastern
Time) as deadline for all governmental units to file their claims
against the Debtor.
Proofs of claim may be filed by (a) delivering a completed, signed
original of the proof of claim form together with any accompanying
documentation required by Bankruptcy Rules 3001(c) and 3001(d) by
regular mail, overnight mail, courier service, hand delivery or in
person to:
Una O'Boyle
Clerk of Court
824 North Market St., 3rd Floor
Wilmington, DE 19801
Proof of claim form may be obtained free or charge by contacting:
Richards, Layton & Finger P.A.
c/o Joseph C. Barsalona, II, Esq.
One Rodney Square
920 North King St.
Wilmington, DE 19801
Tel: 302-651-7542
E-mail: barsalona@rlf.com
About Mammoet-Starneth
Mammoet-Starneth, LLC, based in Wilmington, Delaware, designs and
constructs giant observation wheels and structures.
Mammoet-Starneth sought Chapter 11 protection (Bankr. D. Del. Case
No. 17-12925) on Dec. 13, 2017.
In the petition signed by Manager Christiaan Lavooij, the Debtor
estimated assets and liabilities of $100 million to $500 million.
Laurie Selber Silverstein is the case judge.
The Debtor tapped Sills Cummins & Gross P.C. as its lead counsel,
and Jason M. Madron, Esq., at Richards, Layton & Finger, P.A., as
its co-counsel. William Henrich, CRO, at Getzler Henrich &
Associates, LLC, serves as the Debtor's restructuring advisor.
No official committee of unsecured creditors has been appointed in
the Chapter 11 case.
MARKETO INC: S&P Assigns 'B-' Corp. Credit Rating & Stable Outlook
------------------------------------------------------------------
U.S. provider of cloud-based marketing automation software and
customer engagement platform Marketo Inc. is issuing a new $465
million senior secured first-lien credit facility. The company will
use the proceeds to refinance its existing debt, fund about $32
million to the balance sheet, and pay transaction related
expenses.
S&P Global Ratings assigned its 'B-' corporate credit rating to San
Mateo, Calif.-based Marketo Inc. The rating outlook is stable.
S&P said, "We also assigned our 'B-' issue-level and '3' recovery
ratings to Marketo's proposed senior secured credit facility, which
consists of a $35 million revolving credit facility due 2023 and a
$430 million term loan due 2025. The '3' recovery rating indicates
our expectation for meaningful recovery (50%-70%; rounded estimate:
50%) of principal and interest in the event of a payment default.
"The 'B-' corporate credit rating on Marketo reflects the company's
very high debt leverage pro forma for the financing; history of
large cash flow deficits as result of growth investment and
restructuring expenses; and our expectation of positive free
operating cash flow (FOCF) in 2018, despite refinancing transaction
expenses and ongoing restructuring costs. Notwithstanding our
favorable view of the company's product suite and growth
opportunities, we expect competitive pressure will remain intense
as large competitors--such as Salesforce.com, IBM, and Oracle—and
agile competitors invest heavily to grow their market share in the
enterprise marketing automation solutions segment.
"The stable outlook reflects our expectation that the company will
generate free operating cash flow in 2018 and liquidity will remain
adequate primarily due to strong revenue growth and improved EBITDA
margins as the company improves operating leverage and achieves
planned cost savings.
"We could lower the rating to 'CCC+' if we conclude that the
company is vulnerable to a nonpayment, is dependent upon favorable
business conditions to meet its financial commitment, or if we
believe the company's capital structure or debt burden is
unsustainable. Under this scenario we would forecast FOCF to remain
negative and business conditions to worsen due to factors such as
customer attrition, increased competition, or inability to achieved
planned cost savings.
"We view the possibility of an upgrade as unlikely over the next 12
months given the company's high debt leverage and modest cash flow
generation. We could raise our rating on Marketo if the company
makes meaningful progress on its turnaround plans, achieves
profitable revenue growth, and maintains FOCF to debt ratio at or
higher than 5% and debt leverage below 6x."
MARSH SUPERMARKETS: Ongoing Committee Talks Delays Plan Filing
--------------------------------------------------------------
Judge Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware has extended the exclusive periods during
which only Marsh Supermarkets Holdings, LLC, and its affiliates may
file a Chapter 11 plan and solicit acceptances of the plan through
and including May 8, 2018, and July 5, 2018, respectively.
As reported by the Troubled Company Reporter on Sept. 28, 2017, the
Court extended, at the behest of the Debtors, the exclusive plan
filing period through and including Jan. 8, 2018, and the Debtors'
exclusive solicitation period through and including March 7, 2018.
Subsequently, on Jan. 9, 2018, the TCR reported that the Debtors
filed a motion asking the Court for further extension of the
exclusive periods, contending that since the filing of the first
exclusivity motion, the Debtors have continued to diligently
prosecute these Chapter 11 cases by, among other things: (i)
evaluating and designating for rejection additional executory
contracts and unexpired leases of the Debtors; (ii) objecting to,
and filing notices of satisfaction with respect to, various claims
filed against the Debtors and their estates; (iii) entering into
settlement agreements or reaching agreements in principle (with
formal settlement agreements to follow after the filing of this
motion) with a number of significant creditors, including the
Pension Benefit Guaranty Corporation, Topco Holdings, Inc., and
Topco Associates LLC, and American Greetings Corporation, that,
among other things, resolve a number of disputes in a timely and
efficient manner and without the costs and risks associated with
litigation; (iv) working with the Official Committee of Unsecured
Creditors to negotiate and draft a consensual chapter 11 plan of
liquidation (and the various related documents, including the
disclosure statement); (v) engaging in the court-approved mediation
process with Supervalu Inc. in an effort to consensually resolve
the parties' significant disputes; (vi) working with claimants to
resolve a number of administrative claims that have been filed to
date in the Chapter 11 cases, as well as a pending motion for an
administrative claim; and (vii) continuing to perform a number of
tasks related to the wind down of the Debtors' operations and
affairs, including ensuring that the Debtors' insurance coverage is
appropriately tailored to their current circumstances.
The Debtors asserted that accomplishing the tasks within less than
eight months has been a labor-intensive process, fully occupying
the Debtors' representatives and professionals. In light of these
circumstances, and the Debtors' ongoing efforts to work with the
Committee to negotiate and draft a consensual Chapter 11 plan of
liquidation, the Debtors told the Court that the requested
extensions are both appropriate and necessary to afford the Debtors
with sufficient time to adequately prepare a viable Chapter 11 plan
and related disclosure statement.
About Marsh Supermarkets
Founded in 1931, Marsh Supermarkets is a retail food chain
headquartered in Indianapolis, Indiana, with stores throughout
Central Indiana and parts of western Ohio. A substantial majority
of the stores are operating under the Marsh Supermarkets banner,
and a handful of stores operate as O'Malia Food. Marsh was
publicly traded until May 2006, when it was acquired by affiliates
of Sun Capital Partners IV, LP, and certain independent investors.
Marsh Supermarkets Holding, LLC, and 15 affiliated debtors each
filed a voluntary petition for relief under Chapter 11 of the
United States Bankruptcy Code (Bankr. D. Del. Lead Case No.
17-11066) on May 11, 2017. As of the Petition Date, Marsh operated
60 stores in Indiana and Ohio, and had a workforce of approximately
4,400 employees. The cases are pending before the Hon. Brendan
Linehan Shannon.
Young Conaway Stargatt & Taylor, LLP, is serving as counsel to the
Debtors. Clear Thinking Group is the Debtors' restructuring
advisors. Peter J. Solomon Company is the Debtors' investment
banker. Prime Clerk LLC is the claims and noticing agent.
Andrew R. Vara, Acting U.S. Trustee for Region 3, on May 18, 2017,
appointed seven creditors to serve on the official committee of
unsecured creditors in the Chapter 11 case. The Committee retained
Bayard, P.A., and Cooley LLP as counsel.
MCCLATCHY CO: Royce & Associates Owns 10.69% of Class A Shares
--------------------------------------------------------------
Royce & Associates, LP reported to the Securities and Exchange
Commission that as of Dec. 31, 2017, it beneficially owns 560,398
shares of Class A Common Stock of The McClatchy Company,
constituting 10.69 percent of the shares outstanding. A full-text
copy of the regulatory filing is available at https://is.gd/IVuls5
About McClatchy
McClatchy operates 30 media companies in 14 states, providing each
of its communities with news and advertising services in a wide
array of digital and print formats. McClatchy is a publisher of
iconic brands such as the Miami Herald, The Kansas City Star, The
Sacramento Bee, The Charlotte Observer, The (Raleigh) News &
Observer, and the (Fort Worth) Star-Telegram. McClatchy is
headquartered in Sacramento, Calif., and listed on the New York
Stock Exchange American under the symbol MNI.
McClatchy reported a net loss of $34.19 million for the year ended
Dec. 25, 2016, compared to a net loss of $300.2 million for the
year ended Dec. 27, 2015. As of Sept. 24, 2017, the Company had
$1.51 billion in total assets, $1.77 billion in total liabilities
and a stockholders' deficit of $258.65 million.
* * *
McClatchy continues to hold Moody's Investors Service's "Caa1"
corporate family rating. In December 2015, Moody's affirmed the
"Caa1" corporate family rating rating and changed the rating
outlook to stable from positive due to continued weakness in the
print advertising market and the ongoing pressure on the company's
operating cash-flow. McClatchy's Caa1 Corporate Family Rating
reflects persistent revenue pressure on the company's newspaper and
print operations, reliance on cyclical advertising spending, and
its high leverage including a large underfunded pension.
MEDRISK LLC: Moody's Assigns B3 Corporate Family Rating
-------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating
(CFR) and B3-PD Probability of Default Rating (PDR) to CP VI Bella
Topco, LLC (dba MedRisk, LLC or MedRisk) following its leveraged
buyout. Moody's also assigned a B2 rating to the company's $60
million first lien revolver and $445 million first lien term loan
and a Caa2 rating to the company's $200 million second lien term
loan. The rating outlook is stable.
Proceeds from the above term loans and approximately $690 million
in equity were used to fund the LBO of MedRisk by The Carlyle
Group. The transaction closed on January 2, 2018.
"MedRisk's very high financial leverage -- Moody's expects debt to
EBITDA to remain above seven times for the next year - when coupled
with its significant customer concentration positions the company
weakly at the B3 Corporate Family Rating," stated Moody's AVP -
Analyst Todd Robinson. "However, the company's strong organic
growth prospects and good liquidity supports the rating," continued
Robinson.
The following ratings were assigned to CP VI Bella Topco, LLC (and
co-borrower CP VI Bella Blocker Topco, LLC):
Corporate Family Rating at B3
Probability of Default Rating at B3-PD
$60 million first lien revolver due 2023 at B2 (LGD 3)
$445 million first lien term loan due 2025 at B2 (LGD 3)
$200 million second lien term loan due 2026 at Caa2 (LGD 5)
The outlook is stable.
RATINGS RATIONALE
MedRisk's B3 CFR reflects its very high financial leverage,
aggressive financial policies and substantial customer
concentration. At the close of the LBO, Moody's estimates that debt
to EBITDA was around 8 times. The company's rating is also
constrained by significant customer concentration as three
customers generate about 65% of revenue. However, the rating is
supported by MedRisk's strong value proposition to its payor
clients and network providers, robust organic growth and good
liquidity. The company also has a national presence with no
significant geographic concentrations.
The rating outlook is stable. Moody's expects that MedRisk will
remain highly leveraged with significant customer concentration,
but credit metrics will improve due to organic earnings growth.
MedRisk's ratings could be downgraded if free cash flow is negative
or if liquidity deteriorates. Furthermore, an inability to realize
earnings growth and materially reduce financial leverage over the
next year could result in a downgrade.
The ratings could be upgraded if the company is able to effectively
manage its growth and sustain debt to EBITDA below 6.5 times while
maintaining a good liquidity profile.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
MedRisk manages workers compensation claims for physical therapy,
occupational therapy and chiropractic services. The company's
customers include insurance carriers , third-party administrators,
self-insured employers and government entities. The company is
owned by The Carlyle Group and has revenues of about $530 million.
MICHAEL D. COHEN: Wants Exclusive Plan Filing Extended to Feb. 26
-----------------------------------------------------------------
Michael D. Cohen, M.D., P.A., and Michael David Cohen and Shari Lee
Cohen ask the U.S. Bankruptcy Court for the District of Maryland to
extend the Debtors' exclusive periods to file a plan of
reorganization and to solicit acceptance of the plan, through and
including Feb. 26, 2018, and April 26, 2018, respectively.
In the present cases, the requested extension is supported by the
following relevant factors: (i) the Debtors' Chapter 11 cases are
complex, (ii) the Debtors have made good faith progress to date in
this case; (iii) additional time is necessary to formulate a plan,
due to the pendency of the Debtors' appeal from the judgment
obtained by Dawn Richardson which led to the need to commence these
cases, and continuing efforts to improve the financial performance
of the medical practice; (iv) the Debtors are paying their bills as
they come due; and (v) the requested extensions will advance these
cases and will not pressure creditors or harm any
party-in-interest.
Although the Debtors' Chapter 11 cases are not large cases, they
are complex due to the following facts: (a) the cases of the
Individual Debtors and the P.A. are inextricably intertwined. The
main creditors of the Individual Debtors also are creditors of the
P.A., and the Individual Debtors cannot reorganize their financial
affairs without Dr. Cohen's income from the P.A. The Debtors
therefore anticipate filing a joint Chapter 11 plan of
reorganization at the appropriate time.
The need for bankruptcy relief arose from enforcement of a judgment
obtained in a suit filed in 2012 against the P.A. and the
Individual Debtors in the Circuit Court for Baltimore County, by
Dawn Richardson, a former non-physician employee, Ms. Richardson
claimed ownership and lost profits in a company known as Skin, Inc.
In May 2016, after a jury trial, the Circuit Court entered a
judgment against the P.A. and the Individual Debtors for
$1,275,000. On Sept. 9, 2016, the P.A., and the individual Debtors
filed a notice of appeal for relief from the automatic stay was
granted by the Court for the limited purpose of permitting the
prosecution of the Appeal to proceed in the Maryland Court of
Special Appeals.
Oral argument for the appeal occurred on Oct.10, 2017. Appellate
counsel cannot say with any degree of certainty when the appellate
court will rule. Because the outcome of the Appeal will
significantly impact the requirements of a Chapter 11 plan, the
Debtors seek to have the Exclusive Periods extended one last time,
to the maximum extent permitted by Section 1121(d) of the
Bankruptcy Code, so that the confirmation process is as efficient
as possible.
The Debtors assure the Court that they have made progress
throughout these Chapter 11 cases. Initially, the Individual
Debtors and the P.A.'s management, employees and professionals
focused on stabilizing the P.A.'s business and responding to the
many time-consuming demands that accompany Chapter 11 filings. The
Debtors also have filed monthly operating reports since the
beginning of this Chapter 11 case and generally have fulfilled
their obligations as debtors in possession.
The Debtors have generally demonstrated an ability to negotiate
with their creditors so that these Chapter 11 cases may be
administered and conducted with only limited disputes.
A copy of the Debtors' request is available for free at:
http://bankrupt.com/misc/mdb16-22231-229.pdf
About Michael D. Cohen, M.D.
Based in Maryland, Michael D. Cohen, M.D., P.A., d/b/a Cosmetic
Surgery Center of Maryland d/b/a Belcara Health, d/b/a Belcara, is
a professional corporation engaged in the business of providing
various physician services to its patients, including but not
limited to services in the areas of plastic surgery, dermatology,
and podiatry. Michael D. Cohen, M.D., is the sole shareholder of
the Debtor. Shari L. Cohen, Dr. Cohen's wife, is responsible for
the business administration of the Debtor's medical practice.
Michael D. Cohen, M.D. and his wife, Shari L. Cohen jointly filed a
joint Chapter 11 petition (Bankr. D. Md. Case No. 16-21513) on Aug.
26, 2016.
The Company filed a voluntary petition under Chapter 11 of the
Bankruptcy Code (Bankr. D. Md. Case No. 16-22231) on Sept. 12,
2016. The Debtor estimated assets in the range of $100,000 to
$500,000 and liabilities in the range of $1 million to $10 million
as of the bankruptcy filing. The Company's and the Cohens' cases
are jointly administered under Case No. 16-22231.
The Company is represented by Irving Edward Walker, Esq., at Cole
Schotz P.C.
The Cohens are represented by Yumkas, Vidmar, Sweeney & Mulrenin,
LLC.
MJ PETROLEUM: U.S. Trustee Unable to Appoint Committee
------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of MJ Petroleum 101, LLC as of
Jan. 19, 2018, according to a court docket.
About MJ Petroleum 101
Based in Cedar Grove, Tennessee, MJ Petroleum 101, LLC, is a
merchant wholesaler of petroleum and petroleum products. It posted
gross revenue of $4.53 million in 2016 and $4.71 million in 2015.
MJ Petroleum sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. W.D. Tenn. Case No. 17-12686) on Dec. 4, 2017. Joe
Salem, chief manager, signed the petition. At the time of the
filing, the Debtor disclosed $4.02 million in assets and $3.15
million in liabilities.
Judge Jimmy L. Croom presides over the case.
Lefkovitz & Lefkovitz is the Debtor's bankruptcy counsel.
MOUNTAIN CRANE: Court Okays Interim Use of Cash Collateral
----------------------------------------------------------
The Hon. Joel T. Marker of the U.S. Bankruptcy Court for the
District of Utah gave its approval, on a preliminary basis, for
Mountain Crane Service LLC to use cash collateral.
The Debtor is allowed to use and spend Cash Collateral, for the
period beginning Jan. 12, 2018 through Feb. 2, 2018, to pay
expenses consistent with and identified on the budget. The Court
however has allowed the Debtor to exceed the budgeted amounts for
the individual like items for a maximum of 10%.
The Court will hold another hearing on Feb. 1, 2018, to consider
the Debtor's request for access to cash collateral through April
30, 2018.
The budget projects total cash collections of $13.7 million and
total disbursements of $13.085 million, including $4.212 million
for payroll, during the period from the Petition Date until April
30, 2017. The cash balance as of the Petition Date was $578,500.
Bank of Ann Arbor and other creditors will receive and afforded
these rights and treatments as adequate protection:
(a) To the extent the Debtor uses cash that constitutes "cash
collateral" of the creditors and then to the extent such use of
cash results in a diminution, in the aggregate, in the amount of
the collateral of the creditors as the same existed the date that
use of cash collateral was authorized, as adequate protection for
the Debtor's use of the same, the creditors hereby are granted a
properly perfected security interest and replacement lien in all
prepetition and postpetition assets of the Debtor to the extent of
such diminution and to the extent and nature of any liens held by
the creditors already in existence; and
(b) The Replacement Lien granted will attach and become valid,
binding, continuing, enforceable, fully-perfected and non-avoidable
by operation of law as of the Petition Date without any further
action by the Debtor, the creditors, or any other person, and
without the necessity of execution by the Debtor, or the filing or
recordation, of any financing statements, security agreements,
mortgages, deeds of trust, or other documents.
A full-text copy of the Order and Budget is available at:
http://bankrupt.com/misc/MountainCraneInterimOrder.pdf
About Mountain Crane Service
Based in Salt Lake City, Utah, Mountain Crane Service LLC --
https://www.mountaincrane.com/ -- specializes in refinery
turnarounds and has a fleet comprised of over 100 cranes, and
hundreds of other pieces of equipment dedicated to refineries in
Utah, Montana, and Wyoming. The company's project management and
engineering staff provide site survey and lift-planning that
dramatically increases operational efficiency and safety during
turnaround work. Mountain Crane has completed contracts with
Tesoro, Chevron, Phillips 66, Sinclair, and others. The company
has an ongoing preferred MSA with Chevron for turnaround and
capital construction work, and has been the primary crane provider
for Sinclair since 2013. In the spring of 2017 Mountain Crane
Service was awarded the major turnaround scope for the Billings,
Montana Phillips 66 refinery. Mountain Crane is located in Salt
Lake City, Utah with satellite offices and wind maintenance service
locations in Montana, Nevada, Washington, Idaho, Wyoming, Iowa,
Texas and Michigan.
Mountain Crane Service filed a Chapter 11 petition (Bankr. D. Utah
Case No. 18-20225) on Jan. 12, 2018. In its petition signed by
Managing Member Paul Belcher, the Debtor estimated assets and debts
of $50 million to $100 million. Presiding over the case is the
Hon. Joel T. Marker. Matthew M. Boley, Esq., and Steven C. Strong,
Esq., at Cohne Kinghorn, P.C., serve as bankruptcy counsel to the
Debtor.
NEOVASC INC: Appoints Fred Colen as Chief Executive Officer
-----------------------------------------------------------
Neovasc Inc. announced that its board of directors has appointed
Fred A. Colen as president and chief executive officer effective
Jan. 22, 2018. This leadership transition is a key element of the
Company's strategy to support plans for the commercialization of
its new-to-market Reducer product in Europe and the advancement of
its Tiara mitral valve clinical program. Alexei Marko, Neovasc's
outgoing CEO, will maintain his role as a director on the Neovasc
Board of Directors and continue to serve as an advisor to the
Company.
"Neovasc has reached an important turning point, and, as such, we
have conducted a search for a leader with the experience and skill
set to build on the progress made by Alexei Marko during his tenure
as CEO," said Paul Geyer, chairman of Neovasc. "Fred Colen is a
seasoned medical device executive with an outstanding track record
and reputation as a strong leader. We believe he is exceptionally
well qualified to lead Neovasc in its next phase of growth."
"Based on a strong belief in the promise of Neovasc's products, I
am thrilled to join the Neovasc team and to lead the Company at
this exciting time," said Fred Colen. "I will begin with a deep
dive in all aspects of the Company, including its products and
operations, during the next few months, with the goal of
determining the right strategy to create the most value for the
Company's various stakeholders. I look forward to working with our
investors, employees, suppliers, and customers to expand commercial
utilization and to bring the Tiara mitral valve to the market for
the benefit of patients."
"Alexei Marko has been a very capable leader since the Company's
inception ten years ago. His considerable expertise,
determination, and focus have been instrumental in executing
Neovasc's corporate goals and achieving key milestones," added Mr.
Geyer. "The Board is grateful for his dedication to the Company
and his continued guidance as a trusted advisor in achieving a
smooth leadership transition."
"After ten years building Neovasc, I am convinced that now is the
time for new leadership to take the Company to the next level. I
am especially pleased that an industry leader of Fred Colen's
caliber has accepted this opportunity," said Alexei Marko, outgoing
CEO of Neovasc. "I look forward to my continued involvement as a
board member."
Fred Colen has contributed to many significant turnarounds in his
career, including the post-acquisition Guidant Company, which
became the CRM division of Boston Scientific, a firm with which he
held progressively senior executive roles over 11 years, including
Chief Technology Officer from 2001-2008 and Member of the Executive
Committee from 2001-2010. During his tenure at Boston Scientific,
Mr. Colen is credited with numerous successes. As president of the
company's Cardiac Rhythm Management (CRM) Group his team regained
trust and confidence in the division's implantable pacemakers,
leads, defibrillators and re-synchronization devices, increasing
annual product revenue growth by over 10% in a flat US market and
growing global divisional operating income from below 10% to 25% of
sales, exceeding the planned annual free cash flow goals. As Chief
Technology Officer, he led the development and global commercial
launch for the Company's first- and second-generation implantable
drug-eluting coronary stents (the Taxus Express and Taxus Liberte),
leading to global market leadership with incremental revenues of
US$2 billion annually. The Taxus Express market introduction is
viewed as one of the most successful launches ever in the medical
device industry.
Prior to joining Boston Scientific, Mr. Colen, in his role as
executive vice president in the Pacesetter division, played a key
role in the execution of St. Jude Medical's diversification
strategy, which resulted in its evolution from a successful heart
valve company to a broad-based medical device company with a highly
successful cardiac rhythm management business. In addition to
restructuring organizational processes, he introduced the "Fast
Cycle Time" approach in R&D to reduce development cycle times and
optimize timing of new product introductions and manufacturing
processes. During this time period, St. Jude also achieved a sharp
increase in European sales through business focus, additional sales
capacity, and marketing campaigns.
Mr. Colen most recently served as the president and chief executive
officer of BeneChill, building its early stage business in Europe
and developing its clinical, regulatory and marketing strategy for
the US market. He oversaw financing rounds E and F before the
company was acquired by a Swedish firm that specializes in brain
cooling.
Mr. Colen has also held a number of Board Directorships or Advisory
roles, including Molnlycke Healthcare, Biim Ultrasound, and GTX
Medical. He served on the Board of Middle Peak Medical, a company
developing a mitral valve replacement device, until its acquisition
by Symetis, which in turn was acquired by Boston Scientific.
About Neovasc Inc.
Based in Richmond, British Columbia, Neovasc Inc. --
http://www.neovasc.com/-- is a specialty medical device company
that develops, manufactures and markets products for the rapidly
growing cardiovascular marketplace. Its products include the
Neovasc Reducer, for the treatment of refractory angina, which is
not currently available in the United States and has been available
in Europe since 2015 and the Tiara, for the transcatheter treatment
of mitral valve disease, which is currently under investigation in
the United States, Canada and Europe. The Company also sells a
line of advanced biological tissue products that are used as key
components in third-party medical products including transcatheter
heart valves.
Neovasc reported a loss of US$86.49 million for the year ended Dec.
31, 2016, following a loss of US$26.73 million for the year ended
Dec. 31, 2015. As of Sept. 30, 2017, Neovasc had US$81.75 million
in total assets, US$114.73 million in total liabilities and a total
deficit of US$32.98 million.
Grant Thornton LLP, in Vancouver, Canada, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2016, emphasizing that the Company was named in a
litigation and that the court awarded $112 million in damages
against it. This condition, along with other matters, indicate the
existence of a material uncertainty that may cast significant doubt
about the Company's ability to continue as a going concern, the
auditors said.
NEUBERGER BERMAN XVI-S: Moody's Assigns B3 Rating to Class F Notes
------------------------------------------------------------------
Moody's Investors Service has assigned ratings to seven classes of
notes issued by Neuberger Berman CLO XVI-S, Ltd.
Moody's rating action is:
US$3,000,000 Class X Senior Secured Floating Rate Notes due 2028
(the "Class X Notes"), Assigned Aaa (sf)
US$357,500,000 Class A Senior Secured Floating Rate Notes due 2028
(the "Class A Notes"), Assigned Aaa (sf)
US$55,000,000 Class B Senior Secured Floating Rate Notes due 2028
(the "Class B Notes"), Assigned Aa2 (sf)
US$38,500,000 Class C Mezzanine Secured Deferrable Floating Rate
Notes due 2028 (the "Class C Notes"), Assigned A2 (sf)
US$33,000,000 Class D Mezzanine Secured Deferrable Floating Rate
Notes due 2028 (the "Class D Notes"), Assigned Baa3 (sf)
US$24,750,000 Class E Junior Secured Deferrable Floating Rate Notes
due 2028 (the "Class E Notes"), Assigned Ba3 (sf)
US$11,000,000 Class F Junior Secured Deferrable Floating Rate Notes
Due 2028 (the "Class F Notes"), Assigned B3 (sf)
The Class X Notes, the Class A Notes, the Class B Notes, the Class
C Notes, the Class D Notes, the Class E Notes and the Class F Notes
are referred to herein, collectively, as the "Rated Notes."
RATINGS RATIONALE
Moody's ratings of the Rated Notes address the expected losses
posed to noteholders. The ratings reflect the risks due to defaults
on the underlying portfolio of assets, the transaction's legal
structure, and the characteristics of the underlying assets.
Neuberger Berman CLO XVI-S is a managed cash flow CLO. The issued
notes will be collateralized primarily by broadly syndicated senior
secured corporate loans. At least 90.0% of the portfolio must
consist of first lien senior secured loans, cash, and eligible
investments, and up to 10.0% of the portfolio may consist of second
lien loans and unsecured loans. The portfolio is almost fully
ramped as of the closing date.
Neuberger Berman Investment Advisers LLC (the "Manager") will
direct the selection, acquisition and disposition of the assets on
behalf of the Issuer and may engage in trading activity, including
discretionary trading, during the transaction's two year
reinvestment period. Thereafter, the Manager may reinvest
unscheduled principal payments and proceeds from sales of credit
risk assets, subject to certain restrictions.
In addition to the Rated Notes, the Issuer issued subordinated
notes.
The transaction incorporates interest and par coverage tests which,
if triggered, divert interest and principal proceeds to pay down
the notes in order of seniority.
Moody's modeled the transaction using a cash flow model based on
the Binomial Expansion Technique, as described in Section 2.3.2.1
of the "Moody's Global Approach to Rating Collateralized Loan
Obligations" rating methodology published in August 2017.
For modeling purposes, Moody's used the following base-case
assumptions:
Par amount: $550,000,000
Diversity Score: 60
Weighted Average Rating Factor (WARF): 2960
Weighted Average Spread (WAS): 3.20%
Weighted Average Coupon (WAC): 7.50%
Weighted Average Recovery Rate (WARR): 48.00%
Weighted Average Life (WAL): 6.0 years
Methodology Underlying the Rating Action:
The principal methodology used in these ratings was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
August 2017.
Factors That Would Lead to an Upgrade or Downgrade of the Ratings:
The performance of the Rated Notes is subject to uncertainty. The
performance of the Rated Notes is sensitive to the performance of
the underlying portfolio, which in turn depends on economic and
credit conditions that may change. The Manager's investment
decisions and management of the transaction will also affect the
performance of the Rated Notes.
Together with the set of modeling assumptions above, Moody's
conducted an additional sensitivity analysis, which was a component
in determining the ratings assigned to the Rated Notes. This
sensitivity analysis includes increased default probability
relative to the base case.
Below is a summary of the impact of an increase in default
probability (expressed in terms of WARF level) on the Rated Notes
(shown in terms of the number of notch difference versus the
current model output, whereby a negative difference corresponds to
higher expected losses), assuming that all other factors are held
equal:
Percentage Change in WARF -- increase of 15% (from 2960 to 3404)
Rating Impact in Rating Notches
Class X Notes: 0
Class A Notes: 0
Class B Notes: -1
Class C Notes: -2
Class D Notes: -1
Class E Notes: -1
Class F Notes: -2
Percentage Change in WARF -- increase of 30% (from 2960 to 3848)
Rating Impact in Rating Notches
Class X Notes: 0
Class A Notes: -1
Class B Notes: -2
Class C Notes: -3
Class D Notes: -2
Class E Notes: -1
Class F Notes: -4
OHLONE TRIBE: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Ohlone Tribe of Carmel First Settlers
of Chino Valley CA Inc
10790 Civic Center Drive, Suite 202
Rancho Cucamonga, CA 91730
Type of Business: Ohlone Tribe of Carmel is a domestic nonprofit
corporation based in Rancho Cucamonga,
California. This organization is primarly
engaged in activities related to real estate.
Ohlone Tribe is the fee simple owner of a parcel
of land in the city of Hesperia commonly known
as 15400 hwy 173, Hesperia, California valued by
the company at $13 million. Ohlone Tribe
previously sought bankruptcy protection on
Dec. 4, 2017 (Bankr. C.D. Cal. Case No.
17-19965).
Chapter 11 Petition Date: January 18, 2018
Court: United States Bankruptcy Court
Central District of California (Riverside)
Case No.: 18-10381
Judge: Hon. Mark D. Houle
Debtor's Counsel: Odeha L Warren, Esq.
LAW OFFICE OF ODEHA WARREN
25096 Jefferson Ave, Ste C
Murrieta, CA 92563
Tel: 951-216-5577
Fax: 888-665-2294
E-mail: odeha.warren@gmail.com
Total Assets: $13.01 million
Total Liabilities: $3.40 million
The petition was signed by David Vargas, chief executive officer.
The Debtor did not file a list of its 20 largest unsecured
creditors.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/cacb18-10381.pdf
OPTIMIZED LEASING: Case Summary & 17 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Optimized Leasing, Inc.
P.O. Box 528042
Miami, FL 33152-8042
Type of Business: Optimized Leasing, Inc. is a one-stop shop for
every aspect of truck and trailer leasing.
Optimized Leasing is a privately held company
whose principal place of business is located at
3400 NW 74th Ave., Unit 1, Miami, FL 33122.
Chapter 11 Petition Date: January 21, 2018
Court: United States Bankruptcy Court
Southern District of Florida (Miami)
Case No.: 18-10746
Judge: Hon. Jay A. Cristol
Debtor's Counsel: Elena P Ketchum, Esq.
STICHTER, RIEDEL, BLAIN & POSTLER, P.A.
110 E Madison St #200
Tampa, FL 33602
Tel: (813) 229-0144
Fax: (813) 229-1811
E-mail: eketchum.ecf@srbp.com
Estimated Assets: $10 million to $50 million
Estimated Debts: $10 million to $50 million
The petition was signed by Ronen Koubi, chief financial officer.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/flsb18-10746.pdf
List of Debtor's 18 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Banc of America Leasing & Unknown
Capital, LLC
2059 Northlake Parkway, 3rd Floor
Tucker, GA 30084
BMO Harris Bank, N.A. Unknown
300 E. John Carpenter Fwy.
Irving, TX 75062
City National Bank of Florida Unknown
25 W. Flagler St.
Miami, FL 33130
DCFS USA, LLC Unknown
13650 Heritage Parkway
Fort Worth, TX 76177
Engs Commercial Finance Co. Unknown
P.O. Box 4062
Lisle, IL 60532
Everbank Commercial Finance Unknown
10 Waterview Blvd.
Parsippany, NJ 07054
Evolve Bank & Trust Unknown
6070 Poplar Ave., #200
Memphis, TN 38119
Fifth Third Bank Unknown
38 Fountain Square Plaza
MD10904A
Cincinnati, OH 45263
Florida Community Bank, N.A. Unknown
369 N. New York Ave.
Winter Park, FL 32789
Huntington National Bank Unknown
525 Vine St., 14th Floor
Cincinnati, OH 45202
Nissan Motor Acceptance Corp. Unknown
P.O. Box 742658
Cincinnati, OH 45274-2658
People's Capital and Leasing Corp. Unknown
850 Main St.
BC03/RC871
Bridgeport, CT 06604
Signature Financial and Leasing, LLC Unknown
10545 Willows Rd. NE, #120
Redmond, WA 98052
VFS Leasing Co. Unknown
P.O. Box 26131
Greensboro, NC 27402
VFS US, LLC Unknown
P.O. Box 26131
Greensboro, NC 27402
Webster Capital Finance, Inc. Unknown
3 Farm Glen Blvd.
Farmington, CT 06032
Wells Fargo Equipment Finance, Inc. Unknown
733 Marquee Ave., #700
Minneapolis, MN 55402
OWENS CORNING: Moody's Assigns Ba1 Rating on New Unsec. Notes
-------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to Owens Corning's
("OC") proposed senior unsecured notes due 2048. Proceeds from
these notes will be used to fund partially OC's acquisition of
Finland-based Paroc Group Oy ("Paroc"). Moody's expect proposed
notes to have similar terms and conditions as OC's existing
Ba1-rated senior unsecured notes, ranking pari passu to each other
in a recovery scenario. Owens Corning's Ba1 Corporate Family
Rating, Ba1-PD Probability of Default, and speculative grade
liquidity rating of SGL-1 are not impacted. Rating outlook is
stable.
RATINGS RATIONALE
Assignments:
Issuer: Owens Corning
-- Senior Unsecured Regular Bond/Debenture, Assigned Ba1 (LGD4)
OC is acquiring Paroc from private-equity firm CVC Capital Partners
for approximately EUR900 million ($1.04 billion), funded by
proposed notes, senior unsecured term loan maturing in Q1 2021
(unrated), and cash on hand. Moody's recognizes Paroc's adjusted
EBITDA margins in excess of 20% as a credit enhancer. In addition,
Paroc expands OC's technology portfolio and geographic presence
within Europe, and increases international sales mix of its
insulation business to 35% on pro forma basis. Paroc operates
production facilities in Finland, Sweden, Lithuania, Poland and
Russia and has sales companies across 13 European countries. OC
anticipates closing of Paroc's acquisition in Q1 2018.
The principal methodology used in this rating was Global
Manufacturing Companies published in June 2017.
Owens Corning, headquartered in Toledo, OH, is a global producer of
composites and building materials systems. Products range from
glass fiber used to reinforce composite materials used in
transportation, electronics, marine, wind energy and other
high-performance markets to insulation and roofing used in
residential, commercial, and industrial applications. Pro forma
revenues including Paroc and Pittsburgh Corning, acquired on June
27, 2017, total approximately $6.8 billion.
PETROLIA ENERGY: Appoints New Chief Financial Officer
-----------------------------------------------------
Paul Deputy tendered his resignation as the chief financial officer
of Petrolia Energy Corporation, effective Jan. 16, 2018. Mr.
Deputy will continue to assist the Company on financial matters as
needed but will primarily be focusing on his private practice under
Deputy Consulting LLC.
Also effective on Jan. 16, 2018, the Company appointed Tariq
Chaudhary as the Company's new chief financial officer, in
anticipation of the completion of the Company's acquisition of Bow
Energy Ltd.
Mr. Chaudhary, age 47, most recently served as vice president
Finance at Blue Sky International, a major shareholder of Bow
Energy Ltd., from March 2016 to January 2018. Mr. Chaudhary served
as controller at Auto House Ltd., based in Calgary, Canada, from
July 2016 until November 2017. From October 2012 to June 2016, Mr.
Chaudhary served as Senior Cost Specialist with Canadian Natural
Resources Ltd. From July 2008 to September 2012, Mr. Chaudhary
served as Business/Administrative Manager at Syncrude Canada Ltd.
Mr. Chaudhary has 25 years' experience in the treasury and
financial sector, and has served as a senior financial executive
for several companies over those years. Mr. Chaudhary holds a
Bachelors of Arts degree in Commerce and a Master of Business
Administration in Accounting & Finance from California Coast
University.
The Company has agreed to pay Mr. Chaudhary an annual base salary
of $120,000, excluding any bonus derived from the Company Executive
Compensation Plan. Mr. Chaudhary will also receive a one-time
starting bonus of 500,000 shares of restricted common stock of the
Company in connection with his engagement.
About Petrolia Energy
Headquartered in Houston, Texas, Petrolia Energy Corporation,
formerly known as Rockdale Resources Corporation, is an oil and gas
exploration, development, and production company. With operations
in Texas, Oklahoma and New Mexico, the Company focuses on
redeveloping existing oil fields in well-established oil rich
regions of the U.S., employing industry-leading technologies to
create added value. More information about Petrolia is available
at www.petroliaenergy.com.
Petrolia Energy reported a net loss of $1.87 million on $321,000 of
total revenue for the year ended Dec. 31, 2016, compared with a net
loss of $1.85 million on $188,000 of total revenue for the year
ended Dec. 31, 2015. As of Sept. 30, 2017, Petrolia Energy had
$13.49 million in total assets, $1.89 million in total liabilities
and $11.59 million in total stockholders' equity.
MaloneBailey, LLP, issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31, 2016,
citing that Petrolia Energy has incurred losses from operation
since inception and has a net working capital deficiency. These
factors raise substantial doubt about the Company's ability to
continue as a going concern.
PHILADELPHIA ENERGY: USW Says Refiners Need Govt. Support
---------------------------------------------------------
The United Steelworkers (USW) on Jan. 22, 2018, issued this
statement from National Oil Bargaining Chairman Kim Nibarger after
Philadelphia Energy Solutions LLC, owner of the U.S. East Coast's
largest oil refinery, filed for Chapter 11 bankruptcy protection,
citing the cost of compliance with the Environmental Protection
Agency's (EPA) Renewable Fuel Standard (RFS) as the main
contributor to more than $1 billion in debt incurred by the
company:
"More than a year ago, the USW joined independent refiners and
leading political figures from both major parties to urge the
administration to address imbalances created by the EPA's use of
Renewable Identification Numbers (RINs) to track compliance with
the RFS, and now as a result of inaction, union members working for
Philadelphia Energy Solutions face an uncertain future.
As part of this broad coalition, the USW has called for the
administration to change the point of obligation from refineries to
retailers or exempt independent refineries from compliance due to
its unfairly high cost, and in light of [Sun]day's bankruptcy
filing, we must reiterate the need for urgent and immediate
action.
Independent refiners generally lack the capacity and infrastructure
to blend ethanol into their gasoline and must purchase RINs at
prices artificially inflated due to hoarding by the largest oil
companies and manipulation by the ethanol industry.
Continued indifference by the administration and EPA will only
drive more East Coast refineries into bankruptcy while thousands of
good jobs that allow highly skilled workers to support their
families and sustain their communities are at stake."
The USW represents 850,000 men and women employed in metals,
mining, pulp and paper, rubber, chemicals, glass, auto supply and
the energy-producing industries, along with a growing number of
workers in public sector and service occupations.
About Philadelphia Energy Solutions
Philadelphia Energy Solutions Inc. -- http://pes-companies.com/--
is a holding company. The Company operates through two
subsidiaries: Philadelphia Energy Solutions Refining and Marketing
LLC and North Yard Logistics, L.P. The Company operates through
two segments: refining and logistics. The Company's subsidiary,
Philadelphia Energy Solutions Refining and Marketing LLC, operates
refining segment. The Company's subsidiary, Philadelphia Energy
Solutions Refining and Marketing LLC, is a merchant refiner and
marketer that operate the Philadelphia refining complex, which
consists of the 190,000 barrels per day (bpd) Girard Point facility
and the 145,000 bpd Point Breeze facility on a 1,300 acre site.
The Company's subsidiary, North Yard Logistics, L.P., operates
logistics segment. The logistics segment provides rail unloading
services to the refining segment.
POWER EFFICIENCY: Incurs $586,000 Net Loss in Q3 2016
-----------------------------------------------------
Power Efficiency Corporation filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q reporting a net loss
attributable to common shareholders of $585,839 on $0 of revenues
for the three months ended Sept. 30, 2016, compared to a net loss
attributable to common shareholders of $343,131 on $0 of revenues
for the three months ended Sept. 30, 2015.
For the nine months ended Sept. 30, 2016, the Company reported a
net loss attributable to common shareholders of $1.07 million on $0
of revenues compared to a net loss attributable to common
shareholders of $900,099 on $0 of revenues for the same period a
year ago.
As of Sept. 30, 2016, Power Efficiency had $36,964 in total assets,
$5.29 million in total liabilities and a total stockholders'
deficit of $5.25 million.
As of Sept. 30, 2016, and through Jan. 22, 2018, the Company has
fewer than 2,000 shareholders of record and less than $10,000,000
in total assets.
According to Power Efficiency, "Continuation of the Company as a
going concern is dependent upon achieving profitable operations or
accessing sufficient operating capital. At September 30, 2016, the
Company had a working capital deficiency of $276,966. Our
liquidity may be negatively impacted by the significant costs
associated with our public company reporting requirements, costs
associated with newly applicable corporate governance requirements,
including requirements under the Sarbanes-Oxley Act of 2002 and
other rules implemented by the Securities and Exchange Commission.
We expect all of these applicable rules and regulations to
significantly increase our legal and financial compliance costs and
to make some activities more time consuming and costly."
"The Company will be required to obtain capital (whether through
equity or debt or combination thereof) in substantial amounts in
order to satisfy its working capital needs and to develop projects
as contemplated in its business plan and plan of operations.
However, there are no assurances that sufficient capital will be
raised. If unable to obtain sufficient capital on reasonable
terms, the Company would be forced to restructure, file for
bankruptcy or curtail or cease operations."
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/2nuznx
About Power Efficiency
Based in San Diego, California, Power Efficiency Corporation
designs, develops, markets and sells proprietary solid state
electrical devices designed to reduce energy consumption in
alternating current induction motors. Alternating current
induction motors are commonly found in industrial and commercial
facilities throughout the world. The Company currently has one
principal and proprietary product: the three phase Motor Efficiency
Controller, which is used in industrial and commercial
applications, such as rock crushers, granulators, and escalators.
Additionally, the Company has developed a digital single phase
controller in preparation for working with Original Equipment
Manufacturers to incorporate the technology into their equipment.
The Company reported a net loss of $3.61 million in 2011, compared
with a net loss of $3.27 million in 2010.
In its report on the consolidated financial statements for the year
ended Dec. 31, 2011, BDO USA, LLP, in Las Vegas, Nevada, noted that
the Company has suffered recurring losses and has generated
negative cash flows from operations, among other matters, which
raises substantial doubt about its ability to continue as a going
concern.
Q&C PROPERTIES: May Pay One Half Owner/Payroll for January 2018
---------------------------------------------------------------
The Hon. Laurel E. Davis of the U.S. Bankruptcy Court for the
District of Nevada in Las Vegas has entered an interim order
authorizing Q&C Properties, LLC, to pay one half of the
Owner/Payroll for the month of January 2018, in the amount of
$4,250 for D. Steven Rice and $4,250 for Donald J. rice, pending a
final order on Debtor's Motion to Pay Key Employee Salaries.
The Court also authorized the Debtor to pay insiders Ying Jiang and
Jennifer Rice $461.53 bi-weekly or $1,000 each per month.
The Debtor's proposed monthly budget has been approved but subject
to modifications made by the Court, specifically the denial of the
requested Professional Fees and Owner Payroll in the amount
requested.
The Debtor's counsel is required to provide the Court with full
accounting of the $145,687 paid to Goldsmith & Guymon, P.C. for
legal fees, including: (a) the dates of all transfers to Goldsmith
& Guymon, (b) how those amounts were applied to services provided
by Goldsmith & Guymon, and (c) the amount of retainer held by
Goldsmith & Guymon on the Petition Date.
The Debtor and First-Citizens Bank & Trust Company will be entitled
to supplement their pleadings prior to the continued hearing on the
Motions to the extent they believe there is additional information
to assist the Court in determining the reasonableness of the
Debtor's request to pay key salaries of the owners, D. Steven Rice
and Donald J. Rice and insiders.
The Debtor is directed to make adequate protection payments to
First-Citizens Bank in the amount of the original monthly payment
owed of $12,932. However, the Debtor will immediately make one
half of the original monthly payment owed to First-Citizens Bank in
the amount of $6,466 as and for adequate protection until final
hearing on the Motions.
First-Citizens Bank will be given a replacement lien on all of the
Debtor's pre- and post-petition assets, specifically including any
avoidance actions against the Debtor's insiders and the transferees
who received transfers from the Debtor that benefitted the
insiders.
The Debtor will cooperate with First-Citizens Bank's reasonable
requests for information, including actual receipts, income
statements, expenditures and cash flow reports and other cash flow
reports relating to the operation of the Real Property Collateral.
The Debtor is required to provide First-Citizens Bank with a
thirteen week budget for all proposed expenses and accounting for
all income and expenses of the Debtor, as well as historical
information concerning its business operations over the last three
years that substantiates the Debtor's budget.
Moreover, the Debtor is directed to segregate all income that the
Debtor will receive in the future, after payment of its approved
operating expenses and First-Citizens Bank's monthly adequate
protection payments. Said income will not be used to pay any
compensation or expense reimbursement to any insider of the Debtor
or Debtor's counsel's without prior Court approval.
A full-text copy of the Interim Order is available at:
http://bankrupt.com/misc/nvb17-16663-51.pdf
About Q&C Properties
Founded in 2005, Q&C Properties, LLC, operates a car wash business
at 3265 S. Nellis Boulevard, Las Vegas, Nevada 89121. The
company's gross revenue amounted to $937,437 in 2016 and $848,812
in 2015. Q&C Properties is owned by Steven D. Rice (55%) and
Donald Rice (45%).
Q&C Properties filed a Chapter 11 petition (Bankr. D. Nev. Case No.
17-16663) on Dec. 14, 2017. Steven D. Rice, its managing member,
signed the petition. At the time of filing, the Debtor disclosed
$2.25 million in assets and $4.90 million in liabilities. The case
is assigned to Judge Laurel E. Davis. Marjorie A. Guymon, Esq., at
Goldsmith & Guymon, P.C., is the Debtor's counsel.
QUADRANT 4: Wants More Time to Exclusively File Plan
----------------------------------------------------
Quadrant 4 System Corp. and its affiliates ask the U.S. Bankruptcy
Court for the Northern District of Illinois to extend by 90 days
their exclusive periods to propose, and solicit acceptances of, a
Chapter 11 plan.
A hearing to consider the Debtors' request is set for Jan. 23,
2018, at 10:30 a.m.
Q4 asks that the plan proposal period be extended to April 25,
2018, from Jan. 25, 2018, and that the solicitation period be
extended to Jun. 24, 2018, from March 26, 2018.
Stratitude has not previously moved to extend the Exclusivity
Periods with respect to the Stratitude case. Initially, the Plan
Proposal Period runs for 120 days after the commencement of the
case. Generally, a disclosure statement must be filed at the same
time as the plan. Therefore, by default, the Plan Proposal Period
in the Stratitude case expires on Feb. 10, 2018. In conjunction
therewith, the initial Solicitation Period runs for 180 days after
the commencement of the case. Therefore, the Solicitation Period
in the Stratitude Case expires on April 11, 2018.
The Plan Proposal Period in the Q4 Case expires on Jan. 25, 2018,
and the Solicitation Period in the Q4 Case expires on March 26,
2018.
The facts and circumstances of the Chapter 11 cases all show that
cause exists to extend the Exclusivity Periods, primarily because
the Debtors have not yet had an opportunity to focus on negotiating
a successful Chapter 11 plan and prepare adequate information in
support thereof. Since their respective Petition Dates, the
Debtors' attention has been singularly focused on selling
substantially all their assets -- efforts that have paid off for
their creditors by generating a large pool of money for their
estates and for the benefit of both secured and unsecured
creditors.
The respective directors, officers and management of the Debtors
overlap significantly. Stratitude's assets served as collateral
for Q4's secured lenders. As such, during the first six months of
the Q4 case, Q4's management team and professionals have also spent
significant time marketing Stratitude's assets and negotiating the
terms of a sale of those assets, which as explained above,
ultimately led to Court approval and closing of the Stratitude
Asset Sale in the beginning of December 2017.
In addition to Asset Sales, Q4 and its professionals maintain
ongoing efforts to sell the QHIX Healthcare Platform Business Unit
including marketing and negotiations for distinct subparts of that
Business Unit.
Further, Q4 and its professionals have committed significant time
and effort to resolving the disposition of Q4's licenses under the
License Agreement with TriZetto and the parties' disputes
thereunder. Q4 first began exploring a settlement and buy-down
with TriZetto in September 2017. Such discussions ultimately led to
the parties agreeing to the Modification Agreement submitted to
this Court for presentment on Jan. 23, 2018. Relatedly,
significant efforts were also committed to the drafting of the
Modification Agreement Motion, including addressing the concerns
for Q4's secured creditors and the Committee.
Despite the vast majority of the Debtors' attention being directed
to the efforts, the Debtors have begun negotiations with the
Committee with the goal of drafting a joint plan of liquidation.
As of the filing of this motion, a draft term sheet has been
circulated between the Debtors and the Committee and negotiations
are well underway, meaning there is a high likelihood of the filing
and solicitation of a joint, confirmable plan, prior to the
Proposed Expiration Dates.
In connection with their successful and time-consuming efforts
regarding the Asset Sales and the Modification Agreement, the
Debtors have worked closely with their secured lenders and the
Committee throughout the Chapter 11 Cases to obtain consensus and
cooperation among the key constituencies where possible. In the
same vein, the Debtors have strived to address concerns and
comments from the Office of the United States Trustee.
Accordingly, a majority of the effort of the Debtors and their
professionals occur "behind the scenes" in this
matter.
Finally, as detailed in the Declarations, the Chapter 11 Cases were
filed in less than ideal circumstances as a result of the Criminal
Action, the SEC Action, and the action of the Criminal Defendants.
These actions have required additional time and effort on the
Debtors’ part to complete their Schedules and Statement of
Financial Affairs, and have generally complicated the
fact-gathering process for many of the motions filed and presented
to date.
A copy of the Debtors' Motion is available at:
http://bankrupt.com/misc/ilnb17-19689-273.pdf
About Quadrant 4 System
Quadrant 4 System Corporation (OTC:QFOR) -- http://www.qfor.com/--
sells IT products and services. Its revenues are primarily
generated from the placement of staffing or solution consultants,
and the sale and licensing of its proprietary cloud-based Software
as a Service (SaaS) systems, as well as a wide range of technology
oriented services and solutions. The company's principal executive
offices are located in Schaumburg Illinois. It also operates its
business from various offices located in Naples, Florida;
Alpharetta, Georgia; Bingham Farms, Michigan; Cranbury, New Jersey;
Pleasanton, California; and Ann Arbor, Michigan.
Quadrant 4 is the 100% owner of the issued and outstanding common
stock of Stratitude, Inc., a California corporation, which it
acquired on or about Nov. 3, 2016. Concurrently with the
Stratitude Acquisition, Stratitude acquired certain of the assets
of Agama Solutions, Inc., a California corporation. Both
Stratitude and Agama are located in Pleasanton and Fremont,
California and are engaged in the IT business.
Quadrant 4 disclosed total assets of $47.05 million and total
liabilities of $31.39 million as of Sept. 30, 2016.
Quadrant 4 filed a Chapter 11 petition (Bankr. N.D. Ill. Case No.
17-19689) on June 29, 2017. CEO Robert H. Steele signed the
petition.
Stratitude, Inc., filed a Chapter 11 petition (Bankr. N.D. Ill.
Case No. 17-30724) on Oct. 13, 2017. The case is jointly
administered with that of Quadrant 4. The Debtors' cases are
assigned to Judge Jack B. Schmetterer.
Quadrant 4, which was subject to a securities fraud probe that led
to the arrest and resignation of its top two executives seven
months ago, sought Chapter 11 protection after reaching a
settlement with the U.S. Securities and Exchange Commission and
signing deals to sell four business segments for at least $6.9
million.
The Debtors' bankruptcy counsel is Adelman & Gettleman Ltd. Nixon
Peabody LLP acts as special counsel to the Debtors for matters
concerning taxes, labor, ERISA, securities compliance,
international law, and related matters while Faegre Baker Daniels
LLP acts as special counsel for securities litigation. The Debtors
hired Silverman Consulting Inc. as financial consultant, and
Livingstone Partners, LLC, as investment banker.
On July 10, 2017, an official committee of unsecured creditors was
appointed in the Debtor's case. The Committee retained Sugar
Felsenthal Grais & Hammer LLP as its legal counsel, and Amherst
Partners, LLC, as its financial advisor.
QUANTUM CORP: Names Patrick Dennis as CEO
-----------------------------------------
Quantum Corp. announced that its board of directors has appointed
Patrick Dennis as president and CEO, effective Jan. 16, 2018.
Dennis was most recently president and CEO of Guidance Software and
has also held senior executive roles in strategy, operations,
sales, services and engineering at EMC. He succeeds Adalio
Sanchez, a member of Quantum's board who had served as interim CEO
since early November 2017. Sanchez will remain on the board and
assist with the transition.
"Patrick has been a successful public company CEO and brings a
broad range of experience in storage and software, including a
proven track record leading business transformations," said Raghu
Rau, Quantum's chairman. "The other board members and I look
forward to working closely with him to drive growth, cost
reductions, and profitability and deliver long-term shareholder
value. We also want to thank Adalio for stepping in and leading
the company during a critical transition period."
"During my time as CEO, I've greatly appreciated the commitment to
change I've seen from team members across Quantum and will be
supporting Patrick in any way I can to build on the important work
we started," said Sanchez.
Dennis served as president and CEO of Guidance Software, a provider
of cyber security software solutions, from May 2015 until its
acquisition by OpenText last September. During his tenure, he
turned the company around, growing revenue and significantly
improving profitability. Before joining Guidance Software, Dennis
was senior vice president and chief operating officer, Products and
Marketing, at EMC, where he led the business operations of its
$10.5 billion enterprise and mid-range systems division, including
management of its cloud storage business. Dennis spent 12 years at
EMC, including as vice president and chief operating officer of EMC
Global Services, overseeing a 3,500-person technical sales force.
In addition to his time at EMC, he served as group vice president,
North American Storage Sales, at Oracle, where he turned around a
declining business.
"With its long-standing expertise in addressing the most demanding
data management challenges, Quantum is well-positioned to help
customers maximize the strategic value of their ever-growing
digital assets in a rapidly changing environment," said Dennis.
"I'm excited to be joining the company as it looks to capitalize on
this market opportunity by leveraging its strong solutions
portfolio in a more focused way, improving its cost structure and
execution, and continuing to innovate."
In connection with his employment as CEO, Mr. Dennis entered into
an offer letter with the Company which provides, among other
things, that Mr. Dennis will receive a base salary of $475,000.
Beginning with the Company's fiscal year ending March 31, 2019, Mr.
Dennis will be eligible to participate in the Company's annual
incentive plan on the terms determined by the Leadership and
Compensation Committee of the Board. For fiscal year 2019, Mr.
Dennis' target bonus will be 100% of his annual base salary. In
addition, the Board or the LCC may, in its sole discretion, grant
additional discretionary bonus amounts to Mr. Dennis.
A full-text copy of the Offer Letter is available for free at:
https://is.gd/4FNhiy
About Quantum Corp.
Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a storage company specializing in
backup, recovery and archive. Quantum provides a comprehensive,
integrated range of disk, tape, and software solutions supported by
a world-class sales and service organization.
As of Sept. 30, 2017, Quantum Corp had $211.2 million in total
assets, $335.5 million in total liabilities and a total
stockholders' deficit of $124.3 million. Quantum Corp reported net
income of $3.64 million for the year ended March 31, 2017, a net
loss of $76.39 million for year ended March 31, 2016, and net
income of $17.08 million for the year ended March 31, 2015.
As of September 30, 2017, the Company had $9.5 million of cash and
cash equivalents, which is comprised of cash deposits.
"We continue to focus on improving our operating performance,
including efforts to increase revenue and to control costs in order
to improve margins, return to consistent profitability and generate
positive cash flows from operating activities. We believe that our
existing cash balances, cash flow from operating activities, and
available borrowing capacity will be sufficient to meet all
currently planned expenditures, debt service and contractual and
other obligations as they become due, and to sustain operations for
at least the next 12 months. This belief is dependent upon our
ability to achieve gross margin projections and to control
operating expenses in order to provide positive cash flow from
operating activities. Should we be unable to meet our gross margin
or expense objectives, it would likely have a material negative
effect on our liquidity and capital resources," said the Company in
its quarterly report for the period ended Sept. 30, 2017.
R. A. EDGIN: Given Until Feb. 15 to File Disclosure and Plan
------------------------------------------------------------
Judge Neil P. Olack of the U.S. Bankruptcy Court for the Southern
District of Mississippi has extended, by agreement reached between
R. A. Edgin Construction Company and the U.S. Trustee, the
exclusivity period for the filing of the Disclosure Statement and
Plan to Feb. 15, 2018.
However, if the Debtor fails to file a Disclosure Statement and
Plan on or before Feb. 15, the U.S. Trustee may submit an order
dismissing the case.
Moreover, the Debtor is directed to amend its Monthly Operating
Reports to show all income and disbursements made to or from it for
the benefit of the Debtor by Feb. 15, 2018.
The Debtor is also required to deposit all receipts into its
Debtor-in-Possession account(s) and make all disbursements
therefrom. Furthermore, the Debtor will not commingle estate funds
with funds belonging to another person or entity.
About R. A. Edgin
Edgin Construction is a small business debtor as defined in 11
U.S.C. Section 101(51D) engaged in the business of asphalt
contracting at 8 Feltus Street, Natchez, MS 39120.
R. A. Edgin Construction Company, also known as Edgin Construction
Company, Inc., filed a Chapter 11 petition (Bankr. S.D. Miss. Case
No. 17-02710) on July 27, 2017. Richard A. Edgin, Jr., president,
signed the petition. At the time of filing, the Debtor estimated
assets and liabilities at $1 million to $10 million.
The case is assigned to Judge Neil P. Olack.
The Debtor is represented by J. Walter Newman, IV, Esq., at Newman
& Newman.
RAMON LOPEZ: Mora & Aguilera Buying Stockton Property for $1.75M
----------------------------------------------------------------
Ramon Lopez asks the U.S. Bankruptcy Court for the Eastern District
of California to authorize him (i) to sell the real property
located at 4125 West Lane, Stockton, California to Martin Mercado
Mora and Emma B. Valdivia Aguilera for $1,750,000, subject to
overbid; and (ii) to compensate his real estate broker Larry
Killian, and Prime Vintage Realty, the Buyers' Broker in the total
amount of $105,000 (6% of the gross sale price), or the appropriate
commission resulting from a successful overbid.
A hearing on the Motion is set for Jan. 31, 2018 at 10:00 a.m.
Among the scheduled assets of the Debtor's bankruptcy estate is his
interest in the Subject Property. The Debtor and his wife own a
50% interest and the Debtor's brother and his sister-in-law, Jaime
Lopez and Maria Lopez, own the remaining 50%. The Debtor valued
the Subject Property at $ 2,000,000.
The Subject Property is subject to various secured claims
aggregating approximately $1,400,000, comprised of Rabobank's deed
of trust in the amount of $1,337,000, and various liens totaling
approximately $63,000.
On Oct. 25, 2017, the Court entered its order granting the Debtor's
application to employ the Broker to market the Subject Property.
Pursuant to the listing agreement, the Broker advised that the list
price for the Subject Property should be $1,750,000. The Broker
has marketed the Subject Property, and an offer higher or otherwise
better than the Buyer's offer has not been presented.
Subject to the Court's approval, the Sellers have entered into a
sale agreement with the Buyers providing for their purchase of the
estate's interest in the Subject Property. The essential terms of
the Sale Agreement include the following: (1) the Buyers will
purchase of the Subject Property for the purchase price of
$1,750,000, payable as follows: (a) $5,000.00 initial deposit; and
(b) the balance of $1,745,000 due prior to the close of escrow; (2)
escrow may close within 30 calendar days of conclusion of the Court
hearing approving the sale; (3) the transfer of the Subject
Property will be "as is" and "where is" without representation or
warranty; (4) the Sellers will pay for county transfer taxes; (5)
the Sellers and Buyers will split escrow fees 50/50; and (6) the
sale is subject to overbidding through conclusion of the sale
hearing.
Subject to Court approval, the Debtor asks approval of overbid
procedures that require a proposed overbidder, prior to or at the
hearing on the Motion, to provide him with a deposit by cashier's
check in the amount of $250,000 and provide proof of funds for the
balance of the purchase price. Any overbidding will proceed in
increments of at least $10,000.
Counsel for Debtor:
G. Michael Williams, Esq.
G. MICHAEL WILLIAMS
GANZER & WILLIAMS
1617 St. Mark's Plaza, Suite A
Stockton, CA 95207
Telephone: (209) 476-1661
Facsimile: (209) 476-1674
Ramon Ramirez Lopez filed a Chapter 11 petition (Bankr. E.D. Cal.
Case No. 17-24444), on July 5, 2017, and is represented by G.
Michael Williams, Esq. On Oct. 25, 2017, the Court appointed Larry
Killian as Broker.
REDBOX WORKSHOP: Unsecureds to Recover 77.5% Under Latest Plan
--------------------------------------------------------------
Redbox Workshop Ltd. filed with the U.S. Bankruptcy Court for the
Northern District of Illinois a second amended disclosure statement
in conjunction with its first amended plan of reorganization.
Under the latest plan, the Debtor estimates that the aggregate
amount of Allowed Class 3 Claims is approximately $245,000, not
including non-priority unsecured claims of the Debtor's
shareholders. The holders of the Allowed Class 3 Claims will be
paid their pro rata share of graduated quarterly installments over
seven quarterly payments, commencing on the first day of the first
month of the third calender quarter of 2021 and continuing for the
following six quarters with each payment being made on the first
day of the first month of each successive quarter. The Debtor
estimates these payments to approximate 77.5% of their claims. The
payments will be made out of the remaining funds of the Debtor
after business operations and the payment of the claims of the
other classes. The payments to priority claims will be made first
and all remaining unsecured claims will be made following payment
of the priority unsecured claims. The Debtor's shareholders,
Anthony Labrosse and Pamela Parker hold non-priority unsecured
claims totaling approximately $85,000 combined. The Shareholders
will voluntarily subordinate their claims to other Allowed Claims
and will be paid after all other Allowed Claims are paid. The
Shareholders subordination is limited to the context of the plan.
The previous version of the plan proposed to pay unsecured
creditors in full in quarterly installments over a 5-year period.
A full-text copy of the Second Amended Disclosure Statement is
available at:
http://bankrupt.com/misc/ilnb17-08627-83.pdf
About RedBox Workshop Ltd
Based in Chicago, RedBox Workshop, Ltd. --
http://www.Redboxworkshop.com/-- is a full-service studio offering
design, fabrication, project management and printing services. The
Company is equally owned by Anthony C. LaBrosse and Pamela L.
Parker. The Company's principal office is located at 3121 N.
Rockwell Street, Chicago, Illinois.
RedBox Workshop filed a Chapter 11 petition (Bankr. N.D. Ill. Case
No. 17-08627) on March 20, 2017. The petition was signed by Pamela
L. Parker, President. The case is assigned to Judge Carol A.
Doyle. Jeffrey C. Dan, Esq., at Crane, Heyman, Simon, Welch &
Clar, is serving as bankruptcy counsel to the Debtor. At the time
of filing, the Debtor estimated assets and liabilities between $1
million and $10 million.
RENTECH INC: Taps Latham & Watkins as Bankruptcy Co-counsel
-----------------------------------------------------------
Rentech, Inc., and Rentech WP U.S. Inc. seek approval from the U.S.
Bankruptcy Court for the District of Delaware to hire Latham &
Watkins LLP as bankruptcy co-counsel for the Debtors.
Services L&W is expected to provide are:
a. advise the Debtors with respect to their powers and duties
as debtors-in-possession in the continued management and operation
of their businesses and properties;
b. attend meetings and negotiating with representatives of
creditors, interest holders, and other parties in interest;
c. analyze proofs of claim filed against the Debtors and
potential objections to such claims;
d. analyze executory contracts and unexpired leases and
potential assumptions, assignments, or rejections of such contracts
and leases;
e. take all necessary action to protect and preserve the
Debtors' estates, including prosecuting actions on the Debtors’
behalf, defending any action commenced against the Debtors, and
representing the Debtors' interests in negotiations concerning
litigation in which the Debtors are involved, including objections
to claims filed against the estates;
f. prepare motions, applications, answers, orders, reports,
and papers necessary to the administration of the Debtors'
estates;
g. take necessary action on behalf of the Debtors to
negotiate, prepare, and obtain approval of a disclosure statement
and confirmation of a plan of reorganization;
h. advise the Debtors in connection with any potential sale of
assets or stock and taking necessary action to guide the Debtors
through such potential sale;
i. appear before this Court or any Appellate Courts and
protecting the interests of the Debtors' estates before those
Courts and the U.S. Trustee;
j. advise on corporate, litigation, environmental, finance,
tax, employee benefits, and other legal matters; and
k. perform all other necessary legal services for the Debtors
in connection with the Chapter 11 Cases.
Peter M. Gilhuly, partner in the law firm of Latham & Watkins LLP,
attests that the partners, counsel, and associates of L&W are
"disinterested persons," as that term is defined in Bankruptcy Code
Section 101(14), as modified by Bankruptcy Code Section 1107(b).
L&W hourly rates for matters related to the Chapter 11 Cases are:
Associates $495 to $1045
Counsel $950 to $1,350
Partners $975 to $1,450
Paraprofessionals $210 to $750
The firm can be reached through:
Peter M. Gilhuly, Esq.
Kimberly A. Posin, Esq.
Adam E. Malatesta, Esq.
LATHAM & WATKINS LLP
355 South Grand Avenue, Suite 100
Los Angeles, California 90071-1560
Tel: (213) 485-1234
Fax: (213) 891-8763
E-mail: peter.gilhuly@lw.com
kim.posin@lw.com
adam.malatesta@lw.com
About Rentech, Inc.
Rentech, Inc., has 37 direct and indirect non-debtor subsidiaries
in addition to Rentech WP U.S. Inc., which is a wholly owned direct
subsidiary of Rentech. Rentech is a wood fibre processing company
with three core businesses: (i) contract wood handling and chipping
services; (ii) the manufacture and sale of wood pellets for the
U.S. heating market; and (iii) the manufacture, aggregation, and
sale of wood pellets for the utility and industrial power
generation market.
Rentech is effectively comprised of the following segments: (1)
NEWP and its non-debtor subsidiaries; (2) Fulghum and its U.S.
non-debtor subsidiaries; (3) the South American non-debtor
subsidiaries of Fulghum; (4) Rentech, Inc.'s direct and indirect
Canadian non-debtor subsidiaries; and (5) Rentech, Inc., Rentech
WP, and all other direct and indirect U.S. non-debtor subsidiaries
of Rentech, Inc.
Rentech, Inc. and Rentech WP U.S. Inc. sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 17-12958) on Dec. 19, 2017. The
Chapter 11 cases are being jointly administered for procedural
purposes only pursuant to Bankruptcy Rule 1015(b).
The Debtors tapped Young Conaway Stargatt & Taylor, LLP, and Latham
& Watkins LLP as counsel; RPA Advisors, LLC, as financial advisor;
and Prime Clerk LLC, as claims and noticing agent.
RENTECH INC: Taps Young Conaway as Bankruptcy Co-counsel
--------------------------------------------------------
Rentech, Inc., and Rentech WP U.S. Inc. seek approval from the U.S.
Bankruptcy Court for the District of Delaware to hire Young
Conaway Stargatt & Taylor, LLP as bankruptcy co-counsel for the
Debtors.
Professional services that Young Conaway will render are:
a. provide legal advice and services with respect to the
Debtors' powers and duties as debtors in possession in the
operation and wind-down of their business, and management of their
properties;
b. provide substantive and strategic advice on how to
accomplish the Debtors’ goals in connection with the prosecution
of the Chapter 11 Cases;
c. prepare and review, on behalf of the Debtors, necessary
applications, motions, answers, orders, reports and other legal
papers;
d. appear in Court and at any meeting with the Office of the
United States Trustee for the District of Delaware and any meeting
of creditors at any given time on behalf of the Debtors;
e. prepare and prosecute confirmation of a chapter 11 plan and
approval of a disclosure statement; and
f. perform all other legal services for the Debtors that may
be necessary and proper in these proceedings.
Michael R. Nestor, partner in the law firm of Young Conaway
Stargatt & Taylor, LLP , attests that his firm is a "disinterested
person" as that term is defined in section 101(14) of the
Bankruptcy Code.
Young Conaway's standard hourly rates are:
2017 2018
---- ----
Michael R. Nestor $820 $845
Matthew B. Lunn $660 $675
Jordan E. Sazant $285 $300
Chad Corazza (paralegal) $240 $255
The firm can be reached through:
Michael R. Nestor, Esq.
Matthew B. Lunn, Esq.
YOUNG CONAWAY STARGATT & TAYLOR, LLP
Rodney Square, 1000 North King Street
Wilmington, DE 19801
Tel:: (302) 571-6600
Fax: (302) 571-1256
E-mail: mnestor@ycst.com
mlunn@ycst.com
About Rentech, Inc.
Rentech, Inc., has 37 direct and indirect non-debtor subsidiaries
in addition to Rentech WP U.S. Inc., which is a wholly owned direct
subsidiary of Rentech. Rentech is a wood fibre processing company
with three core businesses: (i) contract wood handling and chipping
services; (ii) the manufacture and sale of wood pellets for the
U.S. heating market; and (iii) the manufacture, aggregation, and
sale of wood pellets for the utility and industrial power
generation market.
Rentech is effectively comprised of the following segments: (1)
NEWP and its non-debtor subsidiaries; (2) Fulghum and its U.S.
non-debtor subsidiaries; (3) the South American non-debtor
subsidiaries of Fulghum; (4) Rentech, Inc.'s direct and indirect
Canadian non-debtor subsidiaries; and (5) Rentech, Inc., Rentech
WP, and all other direct and indirect U.S. non-debtor subsidiaries
of Rentech, Inc.
Rentech, Inc. and Rentech WP U.S. Inc. sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 17-12958) on Dec. 19, 2017. The
Chapter 11 cases are being jointly administered for procedural
purposes only pursuant to Bankruptcy Rule 1015(b).
The Debtors tapped Young Conaway Stargatt & Taylor, LLP, and Latham
& Watkins LLP as counsel; RPA Advisors, LLC, as financial advisor;
and Prime Clerk LLC, as claims and noticing agent.
RGL RESERVOIR: Moody's Lowers Probability Default Rating to D-PD
----------------------------------------------------------------
Moody's Investors Service downgraded RGL Reservoir Management
Inc.'s Probability of Default rating to D-PD following the
restructuring of all of RGL's debt, reducing it by over 80%. All
other ratings remain unchanged. The outlook remains stable. All
ratings will subsequently be withdrawn.
RATINGS RATIONALE
On January 8, 2018, RGL announced that it recapitalized its
original first lien debt into new US$75 million first lien debt
plus equity of RGL. While the terms of the transaction have not
been publicly disclosed, Moody's considers the transaction a
distressed exchange, and a default under Moody's definition of
default.
Subsequent to rating action, Moody's will withdraw all of RGL's
ratings because no rated debt remains outstanding.
RGL is a privately owned, sand control oil field services company
based in Calgary and Leduc, Alberta. RGL primarily serves Canadian
bitumen and heavy oil producers by supplying them with sand control
solutions.
The principal methodology used in this rating was Global Oilfield
Services Industry Rating Methodology published in May 2017.
RGL RESERVOIR: S&P Raises CCR to 'CCC+' Then Withdraws Rating
-------------------------------------------------------------
S&P Global Ratings said it raised its long-term corporate credit
rating (CCR) on Calgary, Alta.-based RGL Reservoir Management Inc
(RGL) to 'CCC+' from 'SD' (selective default). The outlook is
negative. At the same time, S&P Global Ratings withdrew its
issue-level ratings on the company's first-lien secured debt
(including a US$45 million revolver), following the company's debt
recapitalization transaction, which effectively extinguished all of
its previously rated first-lien secured debt.
Following the upgrade, S&P Global Ratings withdrew the 'CCC+' CCR
on RGL at the company's request.
At the time of the withdrawal, the upgrade reflected RGL's new
capital structure following the significant reduction in the
company's debt outstanding. This followed RGL's recent debt
recapitalization that reduced debt by more than 80%.
ROSETTA GENOMICS: Urges Shareholders to Vote FOR Genoptix Merger
----------------------------------------------------------------
Rosetta Genomics Ltd. has delivered to the Securities and Exchange
Commission a copy of a letter to its shareholders regarding voting
at the extraordinary general meeting of shareholders of Rosetta
Genomics Ltd. to be held on Feb. 1, 2018. A full-text copy of the
Letter is as follows:
Dear Fellow Shareholder,
We are urgently seeking your proxy vote FOR approval of the
proposed merger of Rosetta Genomics Ltd. with a subsidiary of
Genoptix, Inc. Under the terms of the Merger, Rosetta Genomics
shareholders will be paid an amount preliminarily estimated to be
$0.60 to $0.70 in cash (U.S.) per ordinary share, with the exact
price per ordinary share to be determined when the Merger closes.
We wish to emphasize that the Board of Directors has explored many
different strategic alternatives and concluded that the Merger is
in the best interests of Rosetta Genomics' shareholders and that
the Merger Consideration is the highest price reasonably attainable
by Rosetta Genomics' shareholders in a sale of Rosetta Genomics.
If the Merger is not completed, Rosetta Genomics will likely be
insolvent (from a cash flow perspective), unable to finance
operations and have no ready options for obtaining additional
liquidity. In such circumstances, Rosetta Genomics may be forced
to file for bankruptcy protection.
Our records indicate that your shares remain unvoted. Please take
immediate action to vote your Rosetta Genomics shares, preferably
by internet or telephone, by following the enclosed proxy voting
instructions. The proxy statement remains available for your
review and reference at: www.proxyvote.com.
You may also submit a telephone voice vote by calling the following
toll-free number: 800-290-6427. You should clearly state your
name, and the number of Rosetta Genomics shares you own, along with
a contact phone number, on our recorded line.
If you then state that you wish to vote "FOR” the Merger AND also
that you are not personally associated with the buyer, Genoptix (by
voting "NO" or "AGAINST" for 1A), your vote can be promptly
processed and counted.
Time is of the essence because the extraordinary general
shareholders meeting to vote on the Merger is scheduled for
February 1, 2018. Please vote your Rosetta Genomics shares today!
Thank you for giving this important matter your immediate
attention.
Very truly yours,
/s/ Brian A. Markison
Brian A. Markison
Chairman of the Board
About Rosetta Genomics
Based in Rehovot, Israel, Rosetta Genomics Ltd. --
http://www.rosettagx.com/-- is seeking to develop and
commercialize new diagnostic tests based on a recently discovered
group of genes known as microRNAs. MicroRNAs are naturally
expressed, or produced, using instructions encoded in DNA and are
believed to play an important role in normal function and in
various pathologies. The Company has established a CLIA-certified
laboratory in Philadelphia, which enables the Company to develop,
validate and commercialize its own diagnostic tests applying its
microRNA technology.
Rosetta Genomics reported a net loss of US$16.23 million on US$9.23
million of total revenues for the year ended Dec. 31, 2016,
compared to a net loss of US$17.34 million on US$8.26 million of
total revenues for the year ended Dec. 31, 2015.
As of June 30, 2017, Rosetta had US$6.20 million in total assets,
US$5.11 million in total liabilities and US$1.09 million in total
shareholders' equity.
Kost Forer Gabby & Kasierer, a member of Ernst & Young Global, in
Tel-Aviv, Israel, issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31, 2016,
citing that the Company has recurring losses from operations and
has limited liquidity resources that raise substantial doubt about
its ability to continue as a going concern.
SEARS HOLDINGS: Fitch Cuts IDR to C on Distressed Debt Exchange
---------------------------------------------------------------
Fitch Ratings has downgraded the Long-Term Issuer Default Ratings
(IDRs) on Sears Holdings Corporation, Sears Roebuck Acceptance
Corp. (SRAC) and Kmart Corporation to 'C' from 'CC' following the
company's announcement that it has commenced an exchange of various
tranches of debt held at these entities. Fitch also downgraded the
second-lien secured notes of Holdings to 'CC'/'RR3' from
'CCC+'/'RR1'.
The Jan. 23 announcement follows a release from early January in
which Sears disclosed that it was in discussions with certain
lenders to amend the terms on potentially more than $1 billion of
its non-first-lien debt, including significantly reducing cash
interest expense and extending the maturity of some of that debt.
The exchange consists of the following proposed actions: 1) 8.000%
$625 million senior unsecured notes due December 2019 to be
exchanged for 8.000% senior unsecured convertible pay in kind (PIK)
notes of the same amount and maturity, 2) 6.625% $303 million
second-lien secured notes due October 2018 to be exchanged for
6.625% senior second-lien secured convertible PIK notes due 2019 of
the same amount, 3) an amendment to the $300 million second-lien
term loan (not rated and held by ESL and affiliates) due 2020 that
would allow for PIK interest and for the loan to be convertible to
common stock, and 4) approximately $95 million of senior unsecured
SRAC notes bearing interest between 6.500% and 7.500% due 2027 to
2043 to be exchanged for new 7.000% unsecured notes maturing March
2028, that would allow for PIK interest at a rate of 12.000%.
Fitch views these exchanges as a distressed debt exchange (DDE),
given extension of maturity date and the change in interest from
cash-pay basis to PIK, and assumes that the collateral base for the
secured debt will remain unchanged post the exchange. Per Fitch's
criteria, Fitch would downgrade the IDRs of the affected entities
to Restricted Default (RD) upon the completion of the exchange. The
IDR may subsequently be upgraded reflecting the post-DDE credit
profile.
While the proposed exchanges and amendments are expected to result
in annual cash interest savings of just over $100 million, this
transaction does not materially change Fitch's expectations for
annual cash burn, which would go to $1.2 billion annually from
previously projected $1.3 billion in 2018.
KEY RATING DRIVERS
Negative $600 Million-$700 Million EBITDA in 2017/18: Fitch expects
Sears' comparable store sales (comps) to be around negative
mid-teens in 2017 and negative 10% in 2018. Overall top-line is
expected to decline by 25% in 2017 and in the mid-teens in 2018
given significant store closures. Consequently Fitch expects EBITDA
to be negative $600 million-$700 million in 2017/2018, compared
with a loss of over $800 million in 2015/2016.
Significant Cash Burn: Sears' interest expense, capex and pension
plan contributions are expected to total $800 million in 2017 and
2018. Fitch expects cash burn (cash flow from operations [CFFO]
after capex and pension contributions) of $1.3 billion annually,
assuming $250 million in annual working capital benefit from store
closings and fewer inventory buys, prior to the proposed debt
exchange which would result in approximately $100 million in cash
interest savings in 2018. The estimated $300 million in annual cash
pension contributions could be addressed through using proceeds
from a potential new credit facility backed by ring-fenced assets.
Prior to the exchange, Sears had significant debt maturities over
the next 12 months. This includes $303 million senior secured
second-lien notes due October 2018 and a $400 million senior
secured first-lien term loan due January 2019 that is secured by
inventory and receivables. In addition the company has $461 million
real estate secured debt and $413 second lien commitment line of
credit loans held by ESL Investments, Inc. due in 2018. As part of
the exchange, the company would push the maturity of the $303
million senior secured second-lien notes to 2019.
Potential Sources of Liquidity: At the end of 2016, Sears owned 67
Kmart stores, 293 Sears stores and 12 distribution centers (DCs).
Fitch estimates Sears currently has approximately 120 unencumbered
properties consisting primarily of Kmart discount and Sears
full-line mall stores and a few DCs. This excludes the 138
ring-fenced properties and another 87 properties that secure the
real estate loans, as well as 25 stores that were sold during 2017.
The Kenmore and DieHard brands, and Sears Home Services and Sears
Auto Centers businesses could also be potential sources of
liquidity. The ability of Sears to monetize or use Kenmore and
DieHard to secure debt will depend on its negotiations with the
Pension Benefit Guaranty Corp, given that these assets are subject
to a ring-fence arrangement with the PBGC.
In January 2018, Sears announced a series of financial transactions
to raise an incremental $300 million in new liquidity. The company
has already received a $100 million term loan, supported by ground
leases and select intellectual property. Under certain
circumstances and with the consent of the lender, the company will
be entitled to raise an additional $200 million against the same
collateral.
Concurrently, Sears Holdings amended the borrowing base definition
in the indenture relating to its second-lien notes, maturing Oct.
15, 2018, to change the advance rate for inventory to 75% from 65%.
The amendment also defers the collateral coverage test for purposes
of the repurchase-offer covenant in the indenture and restarts it
with the second quarter of 2018 (2Q18; such that no collateral
coverage event can occur until the end of 3Q18). The company has
also made corresponding amendments to its second-lien credit
agreement. There is risk, however, that this could lead to higher
borrowings under the $1.5 billion credit facility, further reducing
recovery prospects for outstanding second-lien debt.
Sears is continuing to negotiate a secured credit facility,
consisting of an approximately $407 million (net of associated
costs) first-lien tranche and a second-lien tranche of up to $200
million, secured by the 138 properties currently subject to a
ring-fence arrangement with the PBGC. The 138 properties have an
aggregate appraised value of approximately $985 million. The
company intends to use the net proceeds from the secured credit
facility to fund the payment of approximately $407 million into the
Sears pension plans and for general corporate purposes. Following
funding of the pension contribution, Holdings will be relieved of
the obligation to make further contributions to the pension plans
for approximately two years (other than a $20 million supplemental
payment due in 2Q18). Holdings expects to repay the secured credit
facility over time with the proceeds from sales of the underlying
properties.
However, should the company's efforts to complete these
transactions not be fully successful, the board will consider all
other options to maximize the value of its assets.
Shrinking Assets Fund Operations: Sears injected almost $12 billion
in liquidity in 2012-2016 to fund ongoing operations given material
declines in internally generated cash flow. This includes $5.6
billion from real estate-related transactions, including loans
secured by properties, with the remainder from debt issuance and
working-capital reductions. In 2017 (through December), the company
raised almost $2 billion through asset sales, sales of Craftsman,
and debt issuance. Conversely, the company also paid down $1.3
billion of debt during the year.
Restructuring Risk: On top of the DDE transactions discussed above,
Fitch believes restructuring risk for Sears remains high over the
next 12-24 months given the significant cash burn and reduced
sources of liquidity.
DERIVATION SUMMARY
Sears' 'C' rating reflects multi-year top line market share and
EBITDA declines that have led to concerns regarding long-term
competitive viability. The company faces significant restructuring
risk given the high cash burn since 2013 which has necessitated
significant liquidity infusion via asset sales or secured debt.
Since Kmart and Sears, Roebuck and Co. merged under the newly
created entity Sears Holdings Corporation in March 2005, the
company has been underperforming its largest retail peers within
the department store, discount and big-box specialty retail
segments. The combined domestic entity lost $24.8 billion, or 47%
of its 2006 domestic revenue base of $47 billion, excluding Orchard
Hardware, through 2016. Fitch expects overall top line to decline
by another 25% in 2017 and mid-teens in 2018, with 2018 revenue
projected at $14 billion. The top-line weakness reflects years of
underinvestment in stores, competitive pressures, inconsistent
merchandising execution and the lack of a long-term retail
strategy.
While the hardlines and discount channel has been relatively
resilient with growth in retailers such as Walmart, Target, Home
Depot, Lowe's and Best Buy, department store industry sales have
declined almost 30% over the last 10 years. The decline in Sears'
sales have been more pronounced compared to investment grade-rated
retailers such as Macy's, Kohl's and Nordstrom, where sales have
been flat to up during this time frame. J.C. Penney (B+) sales are
down significantly although EBITDA has improved to positive $1
billion in 2016/2017.
KEY ASSUMPTIONS
Fitch's Key Assumptions Within Fitch Rating Case for the Issuer
-- Overall top line to decline 25% in 2017 on negative mid-teens
comps and expected store closures; 2018 revenues are expected to be
down by mid-teens assuming 10% comps decline and additional store
closures.
-- EBITDA to be approximately negative $600 million-$700 million in
2017/2018.
-- Cash burn to be approximately $1.3 billion in 2017/ 2018 based
on $800 million total in interest expense, capex, and cash pension
payments. Fitch assumes $250 million in annual working-capital
benefit from store closings and fewer inventory buys. The estimated
pension contributions could be addressed through using proceeds
from a potential new credit facility backed by ring-fenced assets.
-- Prior to the exchange, Sears had significant debt maturities
over the next 12 months. This includes $303 million senior secured
second-lien notes due October 2018 and a $400 million senior
secured first-lien term loan due January 2019 that is secured by
inventory and receivables. In addition the company has $461 million
real estate secured debt and $413 second lien commitment line of
credit loans held by ESL Investments, Inc. due in 2018. As part of
the exchange, the company would push the maturity of the $303
million senior secured second-lien notes to 2019.
RATING SENSITIVITIES
Developments That May, Individually or Collectively, Lead to
Positive Rating Action
Sustained improvement in comps and EBITDA to a level where the
company is covering its fixed obligations. Note this is not
anticipated at this time.
Developments That May, Individually or Collectively, Lead to
Negative Rating Action
If Sears is unable to inject the liquidity needed to fund ongoing
operations.
LIQUIDITY
Sears had total liquidity of $239 million as of Oct. 28, 2017,
consisting of $200 million cash and $39 million available under its
credit facility. The $39 million available on the $1.5 billion
domestic credit facility reflected $424 million of borrowings and
$381 million of letters of credit outstanding, the effect of the
springing fixed-charge coverage ratio covenant of $150 million, and
another $506 million that was not available due to the borrowing
base limitation. Fitch assumes $1.9 billion of first-lien term
loans, the second-lien notes, the second-lien term loan and
uncommitted lines of credit loans backed by ABL collateral are
taken into account when calculating the borrowing base.
Recovery Considerations for Issue-Specific Ratings
Fitch's recovery analysis assumes a liquidation value under a
distressed scenario of approximately $4.2 billion on domestic
inventory; receivables; and property, plant and equipment. Fitch
has applied an 80% advance rate on receivables and a 70% advance
rate against 3Q inventory as a proxy for a net orderly liquidation
value of the assets. Fitch also assumes that owned stores as
discussed below would be valued at $1.5 billion. A going-concern
approach to enterprise value is not utilized, as Fitch does not
believe that Sears can reverse its significant operating declines.
The $1.5 billion domestic senior secured credit facility (SRAC and
Kmart Holding Corporation are the borrowers) is rated 'CCC+'/'RR1',
indicating outstanding (90%-100%) recovery prospects in a
distressed scenario. The facility is secured primarily by inventory
and pharmacy and credit card receivables. Fitch assumes the amount
drawn is a function of availability using a borrowing base
calculation, adjusted for the effect of the springing fixed-charge
coverage ratio covenant and the borrowing base limitation posed by
debt secured by the same assets. Holdings provides a downstream
guarantee to both SRAC and Kmart, and there are cross-guarantees
between SRAC and Kmart. The facility is also guaranteed by direct
and indirect wholly owned domestic subsidiaries of Holdings, which
own assets that collateralize the facility.
The $400 million first-lien senior secured term loan due January
2019 and $557 million first-lien secured term loan due July 2020
are also rated 'CCC+'/'RR1', as they are secured by a first lien on
the same collateral and guaranteed by the same subsidiaries of the
company that guarantee the revolving facility.
The remaining $303 million second-lien notes due October 2018 at
Holdings, which have a second lien on the same collateral package
as the credit facility and first-lien term loans, have been
downgraded to 'CC'/'RR3' from 'CCC+'/'RR1'.
These notes rank parri passu with the $300 million second-lien term
loan facility due July 2020 and the $413 million second-lien
uncommitted line of credit loans provided by ESL and affiliates.
The downgrade reflects the significant and ongoing reduction in the
underlying collateral - primarily inventory - as the company pulls
back on purchases given materially negative comps and significant
store closings.
The second-lien notes contain provisions that require Holdings to
maintain minimum collateral coverage for total debt secured by the
collateral securing the notes; failing which, Holdings has to offer
to buy notes at 101% in an amount sufficient to cure the
deficiency. Fitch notes that Sears recently got an amendment that
defers the collateral coverage test and restarts it with 2Q18.
Fitch assumes that the collateral base for the second lien notes
will remain unchanged post the exchange.
The $197 million senior unsecured notes at SRAC and the 8% $625
million unsecured notes due 2019 at Holdings are rated 'C'/'RR6',
given poor recovery prospects (0%-10%).
As of Jan. 28, 2017, the company owned 67 Kmart stores, 293 Sears
stores and 12 DCs. Fitch estimates Sears still has approximately
120 unencumbered properties consisting primarily of Kmart discount
and Sears full-line mall stores and a few DCs. This excludes the
138 ring-fenced properties and another 87 properties that secure
the real estate loans, as well as 25 stores that were sold during
2017. For recovery purposes, Fitch excludes the ring-fenced
properties and has valued the 209 total owned properties at $7
million per property, for a total of $1.5 billion, in line with the
valuation provided for the 138 ring-fenced properties but lower
than the $10 million per store under the Seritage transaction.
While the current real estate loans amount to just over $800
million, Fitch assumes a material portion of the unencumbered real
estate will be used to raise additional liquidity (via asset sales
or securing additional debt) to fund operations and as such the
prospects for the unsecured debt-holders remain poor.
FULL LIST OF RATING ACTIONS
Fitch has downgraded the following ratings:
Sears Holdings Corporation
-- Long-Term IDR to 'C' from 'CC';
-- $303 million second-lien secured notes to 'CC'/'RR3' from
'CCC+'/'RR1'.
Sears Roebuck Acceptance Corp.
-- Long-Term IDR to 'C' from 'CC'.
Kmart Corporation
-- Long-Term IDR to 'C' from 'CC'.
Fitch has affirmed the following ratings:
Sears Holdings Corporation
-- $625 million unsecured notes at 'C/RR6'.
Sears, Roebuck and Co.
-- Long-Term IDR at 'CC';
Sears Roebuck Acceptance Corp.
-- Short-Term IDR at 'C';
-- Commercial paper at 'C';
-- $1.5 billion secured bank facility at 'CCC+/RR1' (as co-
borrower);
-- $957 million first-lien term loans at 'CCC+/RR1' (as co-
borrower);
-- Senior unsecured notes at 'C'/'RR6'.
Kmart Holding Corporation
-- Long-Term IDR at 'CC'.
Kmart Corporation
-- $1.5 billion secured bank facility at 'CCC+'/'RR1' (as co-
borrower);
-- $957 million first-lien term loans at 'CCC+'/'RR1' (as co-
borrower).
SEASTAR HOLDINGS: Taps Stinson Leonard as Regulatory Counsel
------------------------------------------------------------
SeaStar Holdings, Inc., and its affiliates seek approval from the
U.S. Bankruptcy Court for the District of Delaware to hire Stinson
Leonard Street LLP as special regulatory counsel to provide the
Debtors with legal services in connection with certain regulatory
matters and obligations with respect to certain regulatory
authorities, including governmental entities and airports, and
related matters.
As of the Petition Date, Stinson held unapplied retainer funds
previously provided by the Debtors in the amount of $20,000.00 from
which Stinson expects to be compensated for its initial
post-petition fees and expenses.
David F. Rifkind, partner at Stinson Leonard Street LLP, attests
that his firm does not represent or hold any interest adverse to
the Debtors or their estates with respect to the matters on which
Stinson is to be employed.
The counsel can be reached through:
David F. Rifkind, Esq.
Stinson Leonard Street LLP
1775 Pennsylvania Ave. NW, Suite 800
Washington, DC 20006
Phone: 202-785-9100
Email: david.rifkind@stinson.com
About SeaStar Holdings
Based in Puerto Rico, SeaStar Holdings, Inc., doing business as
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.
SEVEN STARS: Issues 320,000 Common Shares to DBOT-I LLC
-------------------------------------------------------
Seven Stars Cloud Group, Inc., entered into a stock purchase
agreement with Delaware Board of Trade Holdings, Inc. ("DBOT") and
DBOT-I LLC (the "Seller") on Jan. 12, 2018, pursuant to which the
Seller agreed to sell 500,000 shares of common stock of DBOT to the
Company and the Company issued an aggregate of 320,000 shares of
Common Stock of the Company to the Seller. The Seller agreed to a
one-year lock up period for the shares of common stock of the
Company received by the Seller pursuant to the DBOT Purchase
Agreement, according to a Form 8-K filed with the Securities and
Exchange Commission.
About Seven Stars
Seven Stars Cloud Group, Inc., formerly Wecast Network, Inc., is an
Intelligent Industrial Internet (3I) platform, creating an
artificial intelligent & fintech-powered, supply chain solution for
commercial enterprises. By utilizing cutting-edge and
all-encompassing fintech-powered technologies plus resources such
as Artificial Intelligence, Blockchain, Cloud Computing & Data
("ABCD"), Seven Stars Cloud provides efficient, secure and
margin-expanding digital supply chain solutions and asset-backed
securitization for global industrial energy, commodity,
exhibition/trade show & Intellectual Property, clients & markets.
The company is headquartered in Tongzhou District, Beijing, China.
Visit http://www.sevenstarscloud.comfor more information.
KPMG Huazhen LLP, in Beijing, China, issued a "going concern"
qualification in its report on the consolidated financial
statements for the year ended Dec. 31, 2016, noting that the
Company incurred recurring losses from operations, has net current
liabilities and an accumulated deficit that raise substantial doubt
about its ability to continue as a going concern.
Webcast reported a net loss of $27.43 million in 2016 following a
net loss of $8.54 million in 2015. As of Sept. 30, 2017, Seven
Stars had $71.55 million in total assets, $47.76 million in total
liabilities, $1.26 million in convertible redeemable preferred
stock, and $22.53 million in total equity.
SKY-SKAN INC: Wants Continued Use of Cash Collateral
----------------------------------------------------
Sky-Skan Inc., is requesting authority from the U.S. Bankruptcy
Court for the District of New Hampshire for continued use of Cash
Collateral for the period between Feb. 3, 2018 through May 4, 2018.
The Debtor intends to use cash collateral to pay costs and
expenses.
As reported in the Troubled Company Reporter on Nov. 20, 2017, the
Court had allowed the Debtor to use cash collateral on an interim
basis. As of the Petition Date, the Debtor had alleged that: (a)
the Internal Revenue Service had a perfected lien against the
Debtor's inventory and accounts receivable in the amount of
$679,815; and (b) Coastal Capital LLC had a perfected lien against
all assets of the Debtor in an amount greater than $900,000. The
Debtor further alleged that its accounts receivable total
approximately $377,000.
The Debtor has communicated with the IRS, and the IRS and the
Debtor have agreed to the following terms requested by the IRS:
a. The IRS is granted a continuing postpetition security
interest in all assets the Debtor owned at the time the Chapter 11
was filed, or acquired subsequent to the filing of theChapter 11
case to the same extent and priority as the liens held at the
commencement of the case.
b. The IRS will be granted a "rollover" replacement lien,
effective as of the Filing Date, on all postpetition inventory,
accounts, equipment (including vehicles), cash, and cash
equivalents, contracts rights, general intangibles and all other
postpetition personal property of the Debtor, including proceeds
and products thereof the other same extent and priority as existed
as of the date of filing.
c. The federal tax liens continue to attach to the newly arising
assets and protect the secured federal tax claim to the same extent
and priority as existed as of the filing date.
d. The Debtor represents that as of the Petition Date, all of
the assets were subject to the federal tax liens, the value and
nature of such assets are set forth in the Debtor's schedules.
e. The Internal Revenue Service, by and through its agents or
representatives, will have access to and the right to inspect the
Debtor's assets and properties during normal business hours, with
at least 24 hours advance notice being given and with a right of
the Debtor to propose an alternative, if required for business
reasons.
f. Upon reasonable notice, the Debtor will permit the Internal
Revenue Service to inspect, review and copy any financial records
of the Debtor.
g. Beginning in February 2018, the Debtor will make minimum
monthly payments of $14,054 to the IRS on the secured prepetition
tax debt.
Under the Proposed Budget, the Debtor:
(a) proposes to use $2,528,908 of its $2,716,173 in revenue
during the above-mentioned period to pay costs and expenses
incurred in the ordinary course of business and as otherwise
described;
(b) will be able to pay the costs and expenses incurred in the
ordinary course of business during the period if it has the ability
to spend the amount; and
(c) expects to have a remaining positive cash flow of $397,247
during the period.
A full-text copy of the Motion is available at:
http://bankrupt.com/misc/SkySkanMotionCC.pdf
A copy of the Budget can be viewed at:
http://bankrupt.com/misc/SkySkanProposedBudget.pdf
The hearing for the Debtor's request for continued use of Cash
Collateral is set on Jan. 31, 2018, at 2:00 p.m.
About Sky-Skan Incorporated
Sky-Skan, Inc., was founded in 1967 as a company dedicated solely
to the development and manufacture of specialized devices for
depicting dynamic visualizations of astronomical and meteorological
phenomena on planetarium domes in museums, schools, and
universities. The company has since grown to become a provider of
digital full dome science visualization, theater control, and show
programming systems for hundreds of planetariums on six continents,
serving hundreds of clients in the niche field of immersive science
interpretation and education. From the initial planning stage to
staff training and ongoing support, Sky-Skan provides all services
required by the most advanced digital full dome planetariums and
visualization theaters.
Sky-Skan, based in Nashua, New Hampshire, filed a Chapter 11
petition (Bankr. D.N.H. Case No. 17-11540) on Nov. 1, 2017. The
petition was signed by Steven T. Savage, its president. The Debtor
estimated $0 to $50,000 in assets and $1 million to $10 million in
liabilities. Peter N. Tamposi, Esq., at The Tamposi Law Group,
P.C., serves as bankruptcy counsel to the Debtor. SquareTail
Advisors, LLC, is the Debtor's financial advisor.
SOUTHCROSS ENERGY: Issues $15 Million Unsecured Notes
-----------------------------------------------------
As disclosed in the Current Report on Form 8-K filed by Southcross
Energy Partners, L.P. on Jan. 3, 2017, the Company entered into,
among other agreements, (a) an Investment Agreement dated as of
Dec. 29, 2016 with Southcross Holdings LP, the indirect owner of
its general partner, and Wells Fargo Bank, N.A., in its capacity as
administrative agent under the Third A&R Revolving Credit Agreement
and (b) a Backstop Investment Commitment Letter dated as of Dec.
29, 2016 with Holdings, the Administrative Agent, and certain funds
or accounts managed or advised by EIG Global Energy Partners and
certain funds or accounts managed or advised by Tailwater Capital
LLC party thereto. Under the terms, and subject to the conditions,
of the Investment Agreement, Holdings agreed to contribute up to an
additional $15.0 million in the aggregate to the Partnership upon
the earlier to occur of Dec. 31, 2017 or notification from the
Partnership of an event of default under the Third Amended and
Restated Revolving Credit Agreement with the Administrative Agent,
UBS Securities LLC and Barclays Bank PLC and a syndicate of
lenders. On Jan. 2, 2018, the Company notified Holdings that a
Full Investment Trigger occurred on Dec. 31, 2017 pursuant to the
terms of the Investment Agreement.
On Jan. 2, 2018, Holdings delivered a Backstop Demand (as defined
in the Investment Agreement) for each Sponsor to fund their
respective pro rata portions of the Sponsor Shortfall Amount (as
defined in the Investment Agreement) of $15.0 million in accordance
with the Backstop Agreement. The Investment Agreement allows for
the election of either equity in the form of common units, or debt
in the form of senior unsecured notes as consideration for any
amounts contributed. Each Sponsor elected to receive Qualifying
Notes (as defined in the Investment Agreement). Therefore,
pursuant to the Backstop Agreement, the Company issued to the
Sponsors senior unsecured notes of the Partnership in an aggregate
principal amount of $15.0 million. The Qualifying Notes mature on
Nov. 5, 2019 and bear interest at a rate of 12.5% per annum.
Interest on the Qualifying Note will be paid in kind (other than
with respect to interest payable (i) on or after the maturity date,
(ii) in connection with prepayment, or (iii) upon acceleration of
the Qualifying Note, which shall be payable in cash); provided that
all interest shall be payable in cash on or after Dec. 31, 2018 to
the extent necessary to comply with certain limitations on
indebtedness under its Third A&R Revolving Credit Agreement. The
Qualifying Notes are the senior unsecured obligation of the
Partnership which are subordinate in right of payment to any of its
secured obligations under the Third A&R Revolving Credit Agreement.
In accordance with the terms and conditions of the previously
announced Agreement and Plan of Merger with American Midstream
Partners, LP, American Midstream GP, LLC and Cherokee Merger Sub
LLC, dated as of Oct. 31, 2017, the Qualifying Notes will be repaid
in full upon the closing of the transactions contemplated thereby.
About Southcross Energy Partners
Southcross Energy Partners, L.P. --
http://www.southcrossenergy.com/-- is a master limited partnership
that provides natural gas gathering, processing, treating,
compression and transportation services and NGL fractionation and
transportation services. It also sources, purchases, transports
and sells natural gas and NGL. Its assets are located in South
Texas, Mississippi and Alabama and include two gas processing
plants, one fractionation plant and approximately 3,100 miles of
pipeline. The South Texas assets are located in or near the Eagle
Ford shale region. Southcross is headquartered in Dallas, Texas.
Southcross Energy reported a net loss of $94.94 million for the
year ended Dec. 31, 2016, following a net loss of $55.49 million
for the year ended Dec. 31, 2015. As of Sept. 30, 2017, Southcross
Energy had $1.11 billion in total assets, $596.78 million in total
liabilities and $516.72 million in total partners' capital.
* * *
As reported by the TCR on Feb. 28, 2017, S&P Global Ratings said
that it affirmed its 'CCC+' corporate credit and senior secured
issue-level ratings on Southcross Energy Partners L.P. The outlook
is stable. The rating action reflects S&P's view that the recent
credit agreement amendment limits the likelihood of a default in
the next two years as the partnership will have an improved
liquidity position and need no longer adhere to its leverage
covenants.
The TCR reported on Jan. 13, 2016, that Moody's Investors Service
downgraded Southcross Energy's Corporate Family Rating to 'Caa1'
from 'B2'. Southcross' Caa1 CFR reflects its high financial
leverage, limited scale, concentration in the Eagle Ford Shale and
Moody's expectation of continued high leverage and challenging
industry conditions into 2017.
SOUTHEAST PROPERTY: Feb. 20 Plan Outline Approval Hearing Set
-------------------------------------------------------------
Judge Jerry A. Brown of the U.S. Bankruptcy Court for the Eastern
District of Louisiana will convene a hearing on Feb. 20, 2018 at
2:00 p.m. to consider approval of Southeast Property Group, LLC's
disclosure statement in support of its plan of reorganization dated
Jan. 15, 2018.
Feb. 13, 2018 is fixed as the last day for filing written
objections to the disclosure statement and the last day to file
Proofs of Claims.
About Southeast Property Group
Southeast Property Group, LLC, sought protection under Chapter 11
of the Bankruptcy Code (Bankr. E.D. La. Case No. 17-12468) on Sept.
15, 2017. Michael Peralta, its member and manager, signed the
petition.
Southeast Property Group is the fee simple owner of 14.38 acres of
land in Lafayette Parish, Louisiana, valued by the Debtor at $1.10
million. The Debtor is a "single asset real estate business."
At the time of the filing, the Debtor disclosed $1.10 million in
assets and $1.54 million in liabilities.
Judge Elizabeth W. Magner presides over the case.
Southeast Property Group tapped Jones Walker LLP as counsel.
STINAR HG: Needs More Time to Allow SEC to Vet on Oakridge Plan
---------------------------------------------------------------
Stinar HG, Inc. and Oakridge Holdings, Inc., ask the U.S.
Bankruptcy Court for the District of Minnesota for an additional
60-day extension, up to March 18, 2018, of the period of time that
they can exclusively file a Plan of Reorganization.
The xclusive plan proposal period was extended to Jan. 18, 2018 per
Court order entered on Sept. 24, 2017 as to both Debtors. Now, the
Debtors seek for further extension of the exclusivity deadline to
allow Oakridge to vet its upcoming plan of reorganization with the
Securities Exchange Commission ("SEC").
The Debtors assert that they have made significant progress towards
reorganization. Specifically, the Debtors have obtained crucial
postpetition financing to begin working on the backlog of orders
accumulated when their bank financing dried up and Stinar was not
able to buy parts and other inventory to allow them to complete the
work they accumulated. As can be seen by the monthly financials
which show increases in sales, the Debtors note that there is
significant progress being made towards bringing Stinar back to
life. Kruckeberg Financial is assisting the management of Stinar on
a voluntary basis and is allowing Stinar's sales force to
concentrate on selling rather than on putting out management
fires.
Stinar has now operated in Chapter 11 for the length of time and
received the amount of advanced orders necessary to determine that
it will be able to successfully emerge from Chapter 11 and pay all
allowed claims fully. Stinar has recently provided counsel with an
outline for a plan of reorganization. The drafting process has
begun on the plan and a plan will be filed shortly.
As to Oakridge, all funds needed to pay creditors will come from
Stinar and therefore the ability to organize Oakridge (a
liquidating plan is likely) cannot be prepared until the Stinar
plan is prepared. In addition, since Oakridge is a publicly traded
company, the SEC asked Oakridge to allow them to review any
proposed plan prior to filing.
The Debtors contend that if they file their plans of reorganization
prior to the vetting of the plans by the SEC and the Court will
initiate the confirmation process which will likely lead to an
objection by the SEC, thereby increasing the costs of
reorganization and ultimately slow the confirmation process down
rather than vice versa.
Therefore, the Debtors seek an additional 60 days of exclusivity to
allow the vetting of the plans of reorganization with the SEC and
to make any changes necessary to cure any of the SEC's objections,
pre-filing.
The Court provided a hearing date of Feb. 28, 2018 at 1:30 p.m. to
consider extending the Debtors' exclusivity periods which will
create a gap period between the ending of the exclusivity period
and the hearing on the motion to extend. The Debtors believe that
no other creditor will be filing a plan of reorganization. However,
the Debtors ask the Court that they will be given the right to
apply the exclusivity extension during the gap period and to strike
any competing plans that might be filed. The Debtors note that any
other plan of reorganization would have to similarly pass muster
with the Securities and Exchange Commission.
About Stinar HG & Oakrdige
Stinar HG, Inc., dba The Stinar Corporation, is a Minnesota-based
company that manufactures ground support equipment for the aviation
industry. The late Frank Stinar founded Stinar Corp. in 1946.
Stinar's products are used to load, service, and maintain all types
of aircraft for both government and commercial applications. The
company's corporate headquarters and its 40,000-square foot
manufacturing facility are in Eagan, Minnesota.
On June 29, 1998, Oakridge Holdings, Inc. (OTCMKTS:OKRGQ), a
publicly held Minnesota-based company, became the new owner of
Stinar. Currently, Stinar is the only asset of Oakridge Holdings.
The largest shareholder of Oakridge Holdings is Robert Harvey who
holds approximately 21% of the outstanding shares.
Oakridge Holdings and operating unit Stinar HG filed bankruptcy
Chapter 11 petitions (Bankr. D. Minn. Case Nos. 17-31669 and
17-31670, respectively) on May 22, 2017. Robert C. Harvey, CEO and
president, signed the petitions.
On May 26, 2017, the Court entered an Order allowing the joint
administration of these Chapter 11 cases under Bankr. D. Minn. Case
No. 17-31670.
At the time of filing, debtor Oakridge Holdings disclosed total
assets of $990,237 and total liabilities of $2.17 million, while
debtor Stinar HG disclosed total assets of $8.22 million and total
liabilities of $2.91 million.
The cases are assigned to Judge Kathleen H Sanberg.
The Debtors are represented by Kenneth Edstrom, Esq., at Sapientia
Law Group.
An Official Committee of Unsecured Creditors has not yet been
appointed in Debtors' Chapter 11 case, and the U.S. Trustee has
filed notices indicating that they have been unable to form such a
committee as to both Debtors.
STONE CRAZY: Case Summary & 6 Unsecured Creditors
-------------------------------------------------
Debtor: Stone Crazy, LLC
P.O. Box 1004
Wheatland, WY 82201
Business Description: Stone Crazy, LLC is a privately held company
engaged in activities related to real
estate. The company owns four properties in
Wheatland, Wyoming having an aggregate
current value of $2.70 million.
Chapter 11 Petition Date: January 24, 2018
Court: United States Bankruptcy Court
District of Wyoming (Cheyenne)
Case No.: 18-20026
Judge: Hon. Cathleen D. Parker
Debtor's Counsel: Ken McCartney, Esq.
THE LAW OFFICES OF KEN MCCARTNEY, P.C.
P.O. Box 1364
Cheyenne, WY 82003
Tel: 307-635-0555
Fax: 307-635-0585
E-mail: bnkrpcyrep@aol.com
Total Assets: $2.74 million
Total Liabilities: $2.23 million
The petition was signed by Jennifer Louise Stone, managing member.
A copy of the petition, along with a list of the Debtor's six
largest unsecured creditors, is available for free at:
http://bankrupt.com/misc/wyb18-20026.pdf
TK HOLDINGS: Wants to Maintain Exclusivity Through Feb. 27
----------------------------------------------------------
TK Holdings Inc. and its affiliates filed with the U.S. Bankruptcy
Court for the District of Delaware a second motion seeking for
further extension of the exclusive plan filing period through and
including Feb. 27, 2018.
If any objections to the Debtors' Motion are received on or before
Feb. 2, 2018, the Motion and such objections will be considered at
a hearing on Feb. 13, 2018 at 10:00 a.m. (Eastern Time).
By order dated Nov. 20, 2017, the Court granted the Debtors' first
request for an extension of the Exclusive Periods, extending the
Exclusive Filing Period and Exclusive Solicitation period to Jan.
21, 2018 and Feb. 27, 2018, respectively.
On the Petition Date, in coordination with the commencement of the
Chapter 11 cases, Takata Corporation, the Debtors' ultimate
corporate parent, together with Takata Kyushu Corporation and
Takata Service Corporation (the "Japan Debtors"), commenced civil
rehabilitation proceedings under the Civil Rehabilitation Act of
Japan in the 20th Department of the Civil Division of the Tokyo
District Court. Upon the petitions filed by the Japan Debtors in
the Bankruptcy Court seeking recognition of the Japan Proceedings,
the Bankruptcy Court entered an order recognizing the Japan
Proceedings on Nov. 14, 2017.
On June 28, 2017, the Debtors commenced an ancillary proceeding
under the Companies' Creditors Arrangement Act (Canada), R.S.C.
1985, c. C-36 as amended in the Ontario Superior Court of Justice
(Commercial List) in Ontario, Canada. Similarly, on August 25,
2017, the Debtors petitioned the Tokyo District Court for
recognition of these Chapter 11 Cases under Article 17(1) of the
Act on Recognition of and Assistance for Foreign Insolvency
Proceedings. On September 6, 2017, the Tokyo District Court granted
the Debtors’ petition.
With the Court's approval of the disclosure statement, the Debtors
have commenced solicitation of the Plan and are on track for
confirmation in mid-February. The hearing on confirmation of the
Plan is scheduled for February 13, 2018 at 10:00 a.m. (Prevailing
Eastern Time).
Pursuant to the Plan and other global transaction documents, the
Debtors and their non-Debtor affiliates (collectively, referred to
as "Takata") are seeking authority to sell substantially all of
Takata's worldwide assets (excluding PSAN Inflatorrelated assets)
to Joyson KSS Auto Safety S.A. (collectively, with one or more of
its current or future subsidiaries or affiliates, the "Plan
Sponsor") for an aggregate purchase price of $1.588 billion (the
"Global Transaction").
Given, however, that the current Exclusive Filing Period expires on
Jan. 21, 2018, the Debtors seek a limited extension of the
Exclusive Filing Period to allow them time to solicit, prosecute,
and, hopefully, confirm the Plan without the distraction of a
competing chapter 11 plan.
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.
TOP SHELF SPORTS: U.S. Trustee Unable to Appoint Committee
----------------------------------------------------------
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Top Shelf Sports, Inc. as of
Jan. 19, 2018, according to a court docket.
About Top Shelf Sports
Top Shelf Sports, Inc., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Colo. Case No. 17-21301) on Dec. 13,
2017. David Bolle, owner, signed the petition. At the time of the
filing, the Debtor estimated assets of less than $50,000 and
liabilities of less than $1 million. Judge Kimberley H. Tyson
presides over the case. The Debtor is represented by Buechler &
Garber, LLC.
TOYS R US: Affiliate Taps Zolfo Cooper as Financial Advisor
-----------------------------------------------------------
Toys "R" Us – Delaware, Inc., seeks approval from the U.S.
Bankruptcy Court for the Eastern District of Virginia to hire Zolfo
Cooper, LLC, as its financial advisor.
The firm will provide services to Alan Carr and Neal Goldman,
directors of Toys "R" Us – Delaware, on matters in which a
conflict exists between the company and its shareholders,
affiliates, directors and officers.
The firm's hourly rates in effect as of Jan. 1 range from $850 to
$1,035 for managing directors, $320 to $850 for professional staff
and $70 to $300 for support personnel.
Scott Winn, senior managing director of Zolfo Cooper, disclosed in
a court filing that his firm is a "disinterested person" as defined
in Section 101(14) of the Bankruptcy Code.
Zolfo Cooper can be reached through:
Scott W. Winn
Zolfo Cooper, LLC
Grace Building
1114 Avenue of the Americas, 41st Floor
New York, 10036
Tel: + 1 212-561-4030 / +1 212-561-4000
Fax: +1 212-213-1749
E-mail: swinn@zolfocooper.com
About Toys "R" Us
Toys "R" Us, Inc., is an American toy and juvenile-products
retailer founded in 1948 and headquartered in Wayne, New Jersey, in
the New York City metropolitan area. Merchandise is sold in 880
Toys "R" Us and Babies "R" Us stores in the United States, Puerto
Rico and Guam, and in more than 780 international stores and more
than 245 licensed stores in 37 countries and jurisdictions.
Merchandise is also sold at e-commerce sites including Toysrus.com
and Babiesrus.com.
On July 21, 2005, a consortium of Bain Capital Partners LLC,
Kohlberg Kravis Roberts and Vornado Realty Trust invested $1.3
billion to complete a $6.6 billion leveraged buyout of the company.
Toys "R" Us is now a privately owned entity but still files with
the Securities and Exchange Commission as required by its debt
agreements.
The Company's consolidated balance sheet showed $6.572 billion in
assets, $7.891 billion in liabilities, and a stockholders' deficit
of $1.319 billion as of April 29, 2017.
Toys "R" Us, Inc., and certain of its U.S. subsidiaries and its
Canadian subsidiary voluntarily filed for relief under Chapter 11
of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No. Case No.
17-34665) on Sept. 19, 2017. In addition, the Company's Canadian
subsidiary voluntarily commenced parallel proceedings under the
Companies' Creditors Arrangement Act ("CCAA") in Canada in the
Ontario Superior Court of Justice. The Company's operations
outside of the U.S. and Canada, including its 255 licensed stores
and joint venture partnership in Asia, which are separate entities,
are not part of the Chapter 11 filing and CCAA proceedings.
Grant Thornton is the monitor appointed in the CCAA case.
Judge Keith L. Phillips presides over the Chapter 11 cases.
In the Chapter 11 cases, Kirkland & Ellis LLP and Kirkland & Ellis
International LLP serve as the Debtors' legal counsel. Kutak Rock
LLP serves as co-counsel. Toys "R" Us employed Alvarez & Marsal
North America, LLC as its restructuring advisor; and Lazard Freres
& Co. LLC as its investment banker. It hired Prime Clerk LLC as
claims and noticing agent. A&G Realty Partners, LLC, serves as its
real estate advisor.
On Sept. 26, 2017, the U.S. Trustee for Region 4 appointed an
official committee of unsecured creditors. The Committee retained
Kramer Levin Naftalis & Frankel LLP as its legal counsel; Wolcott
Rivers, P.C. as local counsel; FTI Consulting, Inc. as financial
advisor; and Moelis & Company LLC as investment banker.
TOYS R US: Committee Taps Bennett Jones as Canadian Counsel
-----------------------------------------------------------
The official committee of unsecured creditors of Toys "R" Us, Inc.,
and its affiliates seeks approval from the U.S. Bankruptcy Court
for the Eastern District of Virginia to hire Bennett Jones LLP as
its Canadian counsel.
The firm will advise the committee regarding the restructuring
proceeding filed by the company's Canadian subsidiary Toys "R" Us
(Canada) Ltd. under the Companies' Creditors Arrangement Act before
the Ontario Superior court of Justice in Toronto, Ontario.
The firm's hourly rates are:
Partners CAD$675 – CAD$1,150
Associates CAD$345 – CAD$645
Students CAD$225 – CAD$240
Kevin Zych, 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.
Zych disclosed that his firm has not agreed to any variations from,
or alternatives to, its standard or customary billing arrangements;
and that no Bennett Jones has varied his rate based on the
geographic location of the Debtors' bankruptcy cases.
Mr. Zych also disclosed that Bennett Jones did not represent the
committee before its formation and that the firm is developing a
budget and staffing plan that will be presented for approval by the
committee.
Bennett Jones can be reached through:
Kevin Zych, Esq.
Bennett Jones LLP
3400 One First Canadian Place
P.O. Box 130
Toronto, Ontario
M5X 1A4 Canada
Tel: 416.863.1200 / 416.777.5738
Fax: 416.863.1716
E-mail: zychk@bennettjones.com
About Toys "R" Us
Toys "R" Us, Inc., is an American toy and juvenile-products
retailer founded in 1948 and headquartered in Wayne, New Jersey, in
the New York City metropolitan area. Merchandise is sold in 880
Toys "R" Us and Babies "R" Us stores in the United States, Puerto
Rico and Guam, and in more than 780 international stores and more
than 245 licensed stores in 37 countries and jurisdictions.
Merchandise is also sold at e-commerce sites including Toysrus.com
and Babiesrus.com.
On July 21, 2005, a consortium of Bain Capital Partners LLC,
Kohlberg Kravis Roberts and Vornado Realty Trust invested $1.3
billion to complete a $6.6 billion leveraged buyout of the
company.
Toys "R" Us is now a privately owned entity but still files with
the Securities and Exchange Commission as required by its debt
agreements.
The Company's consolidated balance sheet showed $6.572 billion in
assets, $7.891 billion in liabilities, and a stockholders' deficit
of $1.319 billion as of April 29, 2017.
Toys "R" Us, Inc., and certain of its U.S. subsidiaries and its
Canadian subsidiary voluntarily filed for relief under Chapter 11
of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No. Case No.
17-34665) on Sept. 19, 2017. In addition, the Company's Canadian
subsidiary voluntarily commenced parallel proceedings under the
Companies' Creditors Arrangement Act ("CCAA") in Canada in the
Ontario Superior Court of Justice. The Company's operations
outside of the U.S. and Canada, including its 255 licensed stores
and joint venture partnership in Asia, which are separate entities,
are not part of the Chapter 11 filing and CCAA proceedings.
Grant Thornton is the monitor appointed in the CCAA case.
Judge Keith L. Phillips presides over the Chapter 11 cases.
In the Chapter 11 cases, Kirkland & Ellis LLP and Kirkland & Ellis
International LLP serve as the Debtors' legal counsel. Kutak Rock
LLP serves as co-counsel. Toys "R" Us employed Alvarez & Marsal
North America, LLC as its restructuring advisor; and Lazard Freres
& Co. LLC as its investment banker. It hired Prime Clerk LLC as
claims and noticing agent. A&G Realty Partners, LLC, serves as its
real estate advisor.
On Sept. 26, 2017, the U.S. Trustee for Region 4 appointed an
official committee of unsecured creditors. The Committee retained
Kramer Levin Naftalis & Frankel LLP as its legal counsel; Wolcott
Rivers, P.C. as local counsel; FTI Consulting, Inc. as financial
advisor; and Moelis & Company LLC as investment banker.
TOYS R US: Taps DJM Realty as Real Estate Consultant
----------------------------------------------------
Toys "R" Us, Inc., seeks approval from the U.S. Bankruptcy Court
for the Eastern District of Virginia to hire DJM Realty Services,
LLC as its real estate consultant.
DJM will assist the company and its affiliates in negotiating with
landlords related to effecting lease modification agreements; and
will implement a marketing program for the sale, lease or sublease
of the properties and the assignment or disposition of the leases.
The firm will also assist the Debtors' counsel and persons
responsible for the documentation of proposed transactions,
including reviewing documents and assisting in resolving problems
that may arise.
DJM will be compensated in accordance with the terms of its
services agreement with the Debtors.
As to assignments, subleases or other transfers of leases that have
an area of 15,000 square feet, a "lease transaction fee" per lease
in the amount of $2 per square foot of space in the property will
be earned by the firm, increased to $3 per square foot or such
other amount if another broker that is not affiliated with the firm
is involved in the transaction.
As to assignments, subleases or other transfers of leases that have
an area of less than 15,000 square feet of space in the leased
property, DJM will receive a lease transaction fee per lease in the
amount equal to 6% of the base rent to be paid by the assignee or
sublessee during the remaining term of the lease or the initial
term of the sublease (not including option terms), increased to 7%
or such other amount if another broker that is not affiliated with
the firm is involved.
In the event a lease is terminated early in exchange for a payment
by a landlord, a lease transaction fee per lease in the amount
equal to 2% of the "savings" and 2% of any key money paid to the
Debtors by the landlord.
As to sales of "owned properties," a sales transaction fee in a
dollar amount equal to 5% of the gross proceeds received by the
Debtors from such transaction, increased to 6% if another broker
that is not affiliated with DJM is involved in the transaction.
Gross proceeds means the total value of all payments of any kind
received by the Debtors as a result of the transaction.
Mackenzie Shea, associate general counsel of DJM's parent Gordon
Brothers Group LLC, disclosed in a court filing that the firm does
not hold or represents any interest adverse to the Debtors or their
estates.
The firm can be reached through:
Mackenzie L. Shea
Prudential Tower
DJM Realty Services, LLC
Prudential Tower
800 Boylston Street, 27th Floor
Boston, MA 02199
Phone: (617) 422-6519/(888) 424-1903
E-mail: mshea@gordonbrothers.com
info@gordonbrothers.com
About Toys "R" Us
Toys "R" Us, Inc., is an American toy and juvenile-products
retailer founded in 1948 and headquartered in Wayne, New Jersey, in
the New York City metropolitan area. Merchandise is sold in 880
Toys "R" Us and Babies "R" Us stores in the United States, Puerto
Rico and Guam, and in more than 780 international stores and more
than 245 licensed stores in 37 countries and jurisdictions.
Merchandise is also sold at e-commerce sites including Toysrus.com
and Babiesrus.com.
On July 21, 2005, a consortium of Bain Capital Partners LLC,
Kohlberg Kravis Roberts and Vornado Realty Trust invested $1.3
billion to complete a $6.6 billion leveraged buyout of the company.
Toys "R" Us is now a privately owned entity but still files with
the Securities and Exchange Commission as required by its debt
agreements.
The Company's consolidated balance sheet showed $6.572 billion in
assets, $7.891 billion in liabilities, and a stockholders' deficit
of $1.319 billion as of April 29, 2017.
Toys "R" Us, Inc., and certain of its U.S. subsidiaries and its
Canadian subsidiary voluntarily filed for relief under Chapter 11
of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No. Case No.
17-34665) on Sept. 19, 2017. In addition, the Company's Canadian
subsidiary voluntarily commenced parallel proceedings under the
Companies' Creditors Arrangement Act ("CCAA") in Canada in the
Ontario Superior Court of Justice. The Company's operations
outside of the U.S. and Canada, including its 255 licensed stores
and joint venture partnership in Asia, which are separate entities,
are not part of the Chapter 11 filing and CCAA proceedings.
Grant Thornton is the monitor appointed in the CCAA case.
Judge Keith L. Phillips presides over the Chapter 11 cases.
In the Chapter 11 cases, Kirkland & Ellis LLP and Kirkland & Ellis
International LLP serve as the Debtors' legal counsel. Kutak Rock
LLP serves as co-counsel. Toys "R" Us employed Alvarez & Marsal
North America, LLC as its restructuring advisor; and Lazard Freres
& Co. LLC as its investment banker. It hired Prime Clerk LLC as
claims and noticing agent. A&G Realty Partners, LLC, serves as its
real estate advisor.
On Sept. 26, 2017, the U.S. Trustee for Region 4 appointed an
official committee of unsecured creditors. The Committee retained
Kramer Levin Naftalis & Frankel LLP as its legal counsel; Wolcott
Rivers, P.C. as local counsel; FTI Consulting, Inc. as financial
advisor; and Moelis & Company LLC as investment banker.
TOYS R US: Taps PricewaterhouseCoopers as Tax Consultant
--------------------------------------------------------
Toys "R" Us, Inc., seeks approval from the U.S. Bankruptcy Court
for the Eastern District of Virginia to hire PricewaterhouseCoopers
LLP as its tax and accounting advisory consultant.
The firm will provide international assignment tax compliance
services to Toys "R" Us and its affiliates, which include the
preparation of individual income tax returns and consultation on
tax matters of international assignees who are authorized employees
of the Debtors.
PwC will receive fixed-fee payments, which depend upon the number
of individual income tax returns requested by the Debtors:
Unit Fee
--------
U.S. Federal Income Tax Return $1,500
U.S. State Income Tax Returns $250
Foreign (Non-U.S.) Income Tax Return $1,000 to $3,000
Tax Equalization Calculation $650
Application for Federal/State Extensions $475
Assignee Meetings/Consultations $600
Report of Foreign Bank Accounts $600
The firm will also provide additional tax services, including tax
planning projects, preparation of reports summarizing the tax
implications of certain compensation of benefits plans offered to
expatriate and local-national employees, certain technology
projects or services, and assistance with tax authority audits or
examinations; and accounting advisory services in connection with
the Debtors' emergence from bankruptcy.
PwC will charge these hourly rates for additional tax services:
Partner/Managing Director $580
Director/Senior Manager $466
Manager $380
Staff $200 - $238
The hourly rates for accounting advisory services are:
Partner/Managing Director $746 - $956
Director/Senior Manager $577 - $776
Manager $416 - $604
Staff $255 - $576
Administrative $144
Scott Gehsmann, a partner at PwC, 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:
Scott Gehsmann
PricewaterhouseCoopers LLP
300 Madison Avenue
New York, NY 10017-6204
Telephone: [1] (646) 471-3000
Telecopier: [1] (813) 286-6000
About Toys "R" Us
Toys "R" Us, Inc., is an American toy and juvenile-products
retailer founded in 1948 and headquartered in Wayne, New Jersey, in
the New York City metropolitan area. Merchandise is sold in 880
Toys "R" Us and Babies "R" Us stores in the United States, Puerto
Rico and Guam, and in more than 780 international stores and more
than 245 licensed stores in 37 countries and jurisdictions.
Merchandise is also sold at e-commerce sites including Toysrus.com
and Babiesrus.com.
On July 21, 2005, a consortium of Bain Capital Partners LLC,
Kohlberg Kravis Roberts and Vornado Realty Trust invested $1.3
billion to complete a $6.6 billion leveraged buyout of the company.
Toys "R" Us is now a privately owned entity but still files with
the Securities and Exchange Commission as required by its debt
agreements.
The Company's consolidated balance sheet showed $6.572 billion in
assets, $7.891 billion in liabilities, and a stockholders' deficit
of $1.319 billion as of April 29, 2017.
Toys "R" Us, Inc., and certain of its U.S. subsidiaries and its
Canadian subsidiary voluntarily filed for relief under Chapter 11
of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No. Case No.
17-34665) on Sept. 19, 2017. In addition, the Company's Canadian
subsidiary voluntarily commenced parallel proceedings under the
Companies' Creditors Arrangement Act ("CCAA") in Canada in the
Ontario Superior Court of Justice. The Company's operations
outside of the U.S. and Canada, including its 255 licensed stores
and joint venture partnership in Asia, which are separate entities,
are not part of the Chapter 11 filing and CCAA proceedings.
Grant Thornton is the monitor appointed in the CCAA case.
Judge Keith L. Phillips presides over the Chapter 11 cases.
In the Chapter 11 cases, Kirkland & Ellis LLP and Kirkland & Ellis
International LLP serve as the Debtors' legal counsel. Kutak Rock
LLP serves as co-counsel. Toys "R" Us employed Alvarez & Marsal
North America, LLC as its restructuring advisor; and Lazard Freres
& Co. LLC as its investment banker. It hired Prime Clerk LLC as
claims and noticing agent. A&G Realty Partners, LLC, serves as its
real estate advisor.
On Sept. 26, 2017, the U.S. Trustee for Region 4 appointed an
official committee of unsecured creditors. The Committee retained
Kramer Levin Naftalis & Frankel LLP as its legal counsel; Wolcott
Rivers, P.C. as local counsel; FTI Consulting, Inc. as financial
advisor; and Moelis & Company LLC as investment banker.
TWO RIVERS: CFO Quits 'to Pursue Aanother Business Opportunity'
---------------------------------------------------------------
Bill Gregorak notified Two Rivers Water & Farming Company that he
would be resigning as its chief financial officer and secretary
effective as of Jan. 31, 2018, in order to pursue another business
opportunity.
The Company's board of directors has appointed Wayne Harding, its
chief executive officer, to serve as its interim chief financial
officer, pending identification and appointment of a successor to
Mr. Gregorak. Mr. Harding served as its chief financial officer
from September 2009 until March 2017, when Mr. Gregorak was
appointed as its chief financial officer.
About Two Rivers
Based in Denver, Colorado, Two Rivers --
http://www.2riverswater.com/-- assembles its water assets by
acquiring land with senior water rights. Two Rivers focuses on
development and redevelopment of infrastructure for water
management and delivery. Two Rivers' first area of focus is in the
Huerfano-Cucharas river basin in southeastern Colorado. Two
Rivers' long-term strategy focuses on the value of our water assets
and how to monetize water for the benefit of its stakeholders,
including communities near where its water assets are located.
The Company has not generated significant revenues and has incurred
net losses (including significant non-cash expenses) of
approximately $10,700,000 and $6,157,000 during the years ended
Dec. 31, 2016 and 2015, respectively. At Sept. 30, 2017, the
Company has a working capital deficit and a stockholders' deficit
of approximately $19,370,000 and $87,393,000, respectively. The
HCIC seller carry back debt is in technical default. These
factors, the Company said, raise substantial doubt about its
ability to continue as a going concern.
"We currently expect that our cash expenditures will remain
constant for the foreseeable future, as we complete our second
greenhouse, and seek to monetize our water assets. As a result,
our existing cash, cash equivalents and other working capital may
not be sufficient to meet all projected cash needs contemplated by
our business strategies for the remainder of 2017 and for 2018. To
the extent our cash, cash equivalents and other working capital are
insufficient to fund our planned activities, we may need to either
slow our growth initiatives or raise additional funds through
public or private equity or debt financings. We also may need to
raise additional funds in the event we determine in the future to
affect one or more acquisitions of businesses, technologies and
products. If additional funding is required, we cannot assure that
we will be able to affect an equity or debt financing on terms
acceptable to us or at all," the Company stated in its quarterly
report for the period ended Sept. 30, 2017.
UPA 1: S&P Cuts 2015 Bond Rating to 'BB+' on Construction Delays
----------------------------------------------------------------
S&P Global Ratings lowered its long-term rating on UPA 1 LLC,
Nev.'s (University Park Student Housing Project-Las Vegas) series
2015 private placement loan to 'BB+' from 'BBB-'. The outlook is
negative.
"The downgrade reflects the significant construction delays
experienced by UPA 1, LLC, which was due in part to disagreements
between the subcontractor and developer," said S&P Global Ratings
Credit analyst Jamie Seman. The severe construction delays caused
delayed project opening from an anticipated fall 2017 to fall 2018
and resulted in the need for additional debt to meet the financial
projections that were originally presented to S&P Global Ratings.
"The negative outlook reflects the uncertainty around the project
meeting the revised construction and opening schedule, as
construction is still required prior to project opening," added Ms.
Seman. "The negative outlook also reflects our expectation for a
rate covenant violation based on year one revenues caused by the
construction delays; however we do expect for revenues generated
to sufficiently cover debt service upon completion of the project."
VANITY SHOP: Plan Exclusivity Period Extended Until Feb. 9
----------------------------------------------------------
Judge Shon Hastings of the U.S. Bankruptcy Court for the District
of North Dakota has granted Vanity Shop of Grand Forks, Inc., an
extension of the exclusive periods to file, and to solicit votes
on, a plan of reorganization until Feb. 9 and April 10, 2018,
respectively.
The Troubled Company Reporter has previously reported that the
Debtor sought these extensions based on the Joint Motion for
Continuance and to ensure that its plan for liquidation best
addresses the interests of the Debtor, its creditors and estate.
The Debtor filed its Disclosure Statement and Plan of
Reorganization on Nov. 22, 2017. The hearing to approve the
Disclosure Statement is set for Jan. 10, 2018. The Debtor and the
Unsecured Creditors' Committee filed a joint motion requesting a
continuance of the Disclosure Statement hearing for a period of 45
days.
The Debtor asserted that there are certain critical matters that
must be resolved, including the evaluation of TGC, LP's claim, the
claims of landlords for rejection damages and engaging with the
Unsecured Creditors' Committee towards a resolution of possible
statutory insider claims before the Debtor can further pursue and
gain approval of a plan and accompanying disclosure statement
containing adequate information.
The Debtor related that it has successfully conducted store closing
sales at all of its retail locations over the course of a month and
a half and generated $15.7 million in gross sales. The Debtor has
paid its secured lender in full together with substantially all of
the costs, expenses and tax obligations generated during the store
closing sales and had approximately $7.3 million in cash as of the
filing of the July 2017 monthly operating report.
The Debtor has retained Hilco Streambank and DBTS to market and
sell the Debtor's intellectual property assets. The IP assets were
sold at an auction held on October 26, 2017 for the total sum of
$477,500.
The Unsecured Creditors' Committee has indicated it intended to
pursue subordination and/or a finding that the debt owed by the
Debtor to TGC, LP is invalid and unenforceable. Treatment of TGC,
LP's debt will have a significant impact on the treatment of the
unsecured creditors and voting for a liquidation plan.
About Vanity Shop of Grand Forks
Women's wear retailer Vanity Shop of Grand Forks, Inc., filed a
Chapter 11 petition (Bankr. D.N.D. Case No. 17-30112) on March 1,
2017, after announcing plans to close all of its 137 Vanity stores
in 27 states. James Bennett, chairman of the Board of Directors,
signed the petition. The Debtor estimated assets of less than
$100,000 and liabilities of $10 million to $50 million.
Judge Shon Hastings presides over the case.
Caren Stanley, Esq., at Vogel Law Firm, serves as the Debtor's
bankruptcy counsel. The Debtor hired Eide Bailly, LLP as auditor;
Bell Bank as trustee for the ERISA Plan; and Jill Motschenbacher as
accountant.
On March 10, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The Committee retained
Fox Rothschild LLP as bankruptcy counsel, BGA Management, LLC, as
financial advisor, and Brady Martz & Associates PC, as accountant.
On June 16, 2017, Hilco IP Services, LLC d/b/a Hilco Streambank,
was appointed as the Debtor's Intellectual Property Disposition
Consultant, nunc pro tunc to May 12, 2017.
On Aug. 2, 2017, Diamond B Technology Services, LLC, was appointed
as IT Consultant.
VICTORY CAPITAL: S&P Places 'BB-' ICR on CreditWatch Positive
-------------------------------------------------------------
S&P Global Ratings said it placed its 'BB-' issuer credit rating on
Victory Capital Holdings, Inc. on CreditWatch with positive
implications. In addition, S&P placed its 'BB-' issue ratings on
the company's senior secured first-lien term loan on CreditWatch
positive.
The CreditWatch placement follows Victory's announcement of a
partial repayment of its outstanding senior secured first-lien term
loan with proceeds from an expected IPO and subsequent refinancing
of the remaining balance.
S&P said, "We anticipate that, following the debt repayment,
Victory will operate with leverage below 2.5x, a significant
decrease compared with leverage above 4.0x in previous years. While
we do not disregard the possibility of future debt issuances to
finance acquisitions, which tend to occur more frequently at
multiboutique asset managers, we do not expect the company to
return to historical leverage of approximately 4.0x following its
listing on a public exchange.
"We expect Victory's financial sponsors will continue to own more
than 40% of the company following the IPO. However, if the
company's sponsors decrease their stake below 40% through secondary
equity issuances or through a sale to a strategic investor, we
could eventually remove the financial sponsorship cap. This could,
in turn, have positive implications on Victory's financial risk
assessment and issuer credit rating.
"We expect to resolve the CreditWatch placement once the company
completes the previously announced IPO issuance, repays a portion
of its outstanding debt, and refinances the remaining balance.
"If Victory successfully completes the anticipated debt repayment
and reduces leverage to below 3.0x, we could raise our issuer
credit and issue ratings on the company by one notch."
VINCE'S BLACK: Seeks OK to Use Cash Collateral to Pay Employees
---------------------------------------------------------------
Vince's Black Tie, Inc., seeks permission from the U.S. Bankruptcy
Court for the Northern District of Illinois for authority to use
cash collateral.
The Debtor revealed that it does not have sufficient available
sources of cash to meet its postpetition payroll obligations and
needs use of cash collateral on a limited basis to meet said
obligations.
The Debtor has sought immediate consideration of the Motion. The
Debtor says that approval on an interim basis is necessary because
the employees have threatened to stop working if their wages have
not been paid.
As adequate protection for, and to the extent of, any diminution in
the value of each of the secured creditor’s interest in the Cash
Collateral resulting from its usage, but only to the extent that
each of the remaining secured creditor’s interest in the Cash
Collateral constitutes a valid and perfected lien and security
interest as of the Petition Date, each secured creditor will
receive:
(a) Replacement Liens: Each secured creditor will be granted a
replacement lien of the same priority and to the same extent and in
the same collateral as the creditor held prepetition; and
(b) Post-Petition Payroll: The Debtor will only pay those
payroll expenses itemized in the attached exhibit.
A full-text copy of the Debtor's Motion is available at:
http://bankrupt.com/misc/VincesBlackTieCC.pdf
About Vince's Black Tie
Based in Downers Grove, Illinois, Vince's Black Tie, Inc., operates
an upscale tuxedo rental and sales establishment. Operating for
over 10 years, Vince's claims to be a premier supplier of tuxedo
and suit rental and sales for men's apparel wear throughout the
Chicago metropolitan area.
Vince's Black Tie filed a Chapter 11 petition (Bankr. N.D. Ill.
Case No. 17-36681) on Dec. 11, 2017. In its petition, signed by its
president, Vincent P. Genova, the Debtor estimated assets of below
$50,000 and liabilities at $500,000 to $1 million. Laxmi P.
Sarathy, Esq., serves as bankruptcy counsel to the Debtor.
WALTER INVESTMENT: Taps PricewaterhouseCoopers as Tax Consultant
----------------------------------------------------------------
Walter Investment Management Corp. received approval from the U.S.
Bankruptcy Court for the Southern District of New York to hire
PricewaterhouseCoopers LLP as its tax, valuation and accounting
consultant.
The firm will assist the management of Walter Investment and its
affiliates in reviewing the quarterly and year-end 2016, 2017, and
2018 and Q1 2017 restated valuation allowance computation; give
advice regarding local and international tax-related matters;
advise the management in the development of the Debtors'
restructuring plan; evaluate the Debtors' proposed refinancing and
restructuring transaction; provide tax advice related to the
restructuring; and provide other services related to the Debtors'
Chapter 11 cases.
The firm's hourly rates are:
Partner $700 - $1,050
Managing Director $600 - $900
Director $500 - $700
Manager $450 - $600
Senior Associate $300 - $550
Associate/Other Staff $200 - $400
David LaVoy, a partner at PwC, disclosed in a court filing that his
firm is "disinterested" as defined in Section 101(14) of the
Bankruptcy Code.
PwC can be reached through:
David LaVoy
PricewaterhouseCoopers LLP
4040 West Boy Scout Boulevard, 10th Floor
Tampa, FL 33607
Tel: [1] (813) 229-0221
Fax: [1] (813) 229-3646
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.
WEST 16TH STREET: Files Chapter 11 Amended Plan of Liquidation
--------------------------------------------------------------
West 16th Street Owner LLC filed with the U.S. Bankruptcy Court for
the Southern District of New York an amended disclosure statement
for its amended plan of liquidation.
Class 6 under the plan consists of the unsecured claims which total
approximately $102,402.66. Holders of Allowed Class 3 Unsecured
Claims against the Debtor will receive their pro-rata share of the
$50,000 Unsecured Creditors Fund, or, if the New York Property is
sold at auction, their pro-rata share of any Sale Proceeds
remaining after payment is made in full to satisfy Allowed Claims
in the following order: Administrative Claims, Priority Tax Claims
and Claims in Classes 1, 2, 3, 4 and 5. In exchange for its
treatment in Classes 1 and 2, ATK Lender LLC will waive its right
to participate in any unsecured creditor distribution.
The Debtor and ATK successfully negotiated a final cash collateral
stipulation authorizing the Debtor's use of cash collateral which
was noticed for presentment and which stipulation, as modified, was
"so ordered" by the Court on Dec. 5, 2017. The Court made various
modifications to the cash collateral stipulation including that the
Debtor's stipulations with respect to the ATK liens are not
findings by the Court; that until the conclusion of the case, any
creditors committee or other party given standing by the Court to
act on behalf of the Debtor's estate shall have the right to
challenge the Debtor's stipulations and the value of ATK’s
collateral; and that the adequate protection liens are subject to
ATK's liens and any other liens or interests not junior or subject
to ATK's liens.
A copy of the Amended Disclosure Statement is available at:
http://bankrupt.com/misc/nysb17-23496-47-1.pdf
About West 16th Street Owner LLC
West 16th Street Owner LLC sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 17-23496) on
September 28, 2017. Richard Cohn, its manager, signed the
petition.
West 16th Street Owner owns a building located at 125 West 16th
Street, New York, valued by the company at $40 million. It 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 $40 million in
assets and $36.99 million in liabilities.
Judge Robert D. Drain presides over the case.
The Debtor previously sought bankruptcy protection on March 6,
2015
(Bankr. S.D.N.Y. Case No. 15-10515).
WEST ALLIS SD: Moody's Hikes GOULT Rating From Ba1; Outlook Stable
------------------------------------------------------------------
Moody's Investors Service has upgraded to Baa3 from Ba1 the general
obligation unlimited tax (GOULT) rating of West Allis-West
Milwaukee School District, WI. The credit outlook is stable. The
Baa3 rating and stable outlook applies to $13.1 million in
outstanding GOULT bonded debt.
RATINGS RATIONALE
The upgrade to Baa3 reflects the district's significantly improved
financial profile attributed to the implementation of considerable
expenditure reductions and receipt of a large lawsuit settlement.
As a result, the district was able to rectify its deficit fund
balance and liquidity, and is now beginning to rebuild reserves to
acceptable levels. Also factored is the district's large, suburban
Milwaukee (Aa3 stable) tax base, as well as its moderate long-term
debt and pension burdens.
RATING OUTLOOK
The stable outlook reflects the expected further strengthening of
the district's credit profile over the near term, specifically
improved budget projections and tighter spending controls. Future
reviews will be influenced by the district's ability to close on a
sale of its administrative building along with its ability to
significantly reduce its outstanding cash flow borrowing.
FACTORS THAT COULD LEAD TO AN UPGRADE
- Sustained return to structurally balanced operations
- Improved operating fund balance and net cash position
FACTORS THAT COULD LEAD TO A DOWNGRADE
- Material negative budgetary variances, indicating an inability
to produce reliable budgets
- Reductions to fund balance and/or net cash levels
- Large increases to debt, pension or OPEB burdens
LEGAL SECURITY
Outstanding rated GOULT bonds are secured by the district's general
obligation (GO) unlimited property tax pledge on all taxable
property within the district without limitation as to rate or
amount.
PROFILE
The West Allis-West Milwaukee School District is a suburban school
district located 10 miles west of the City of Milwaukee. It
provides pre-K through 12th grade education to 8,851 students in a
community of an estimated 68,507 residents.
METHODOLOGY
The principal methodology used in this rating was US Local
Government General Obligation Debt published in December 2016.
WHAA LLC: Wants to Access Cash Collateral Through April 2018
------------------------------------------------------------
WHAA LLC asks the U.S. Bankruptcy Court for the Central District of
California to approve its stipulation with OSM Investment Company,
Successor to Alta Pacific Bank and TMC Financing authorizing the
Debtor to use a portion of the cash collateral to pay the allowed
expenses pursuant to the Debtor's budget.
The Court will convene a hearing on February 6, 2018, at 2:00 p.m.
to consider the Debtor's continued use of cash collateral.
WHAA LLC owns two commercial buildings located at 5494 Arrow
Highway, Montclair, California and 5512 Arrow Highway, Montclair,
California. BioData Medical Laboratories, Inc., an affiliated
Debtor, was the tenant that occupied the commercial buildings owned
by WHAA. Henry Wallach and Akemi Uomoto are 50% shareholders of
both WHAA and BioData.
WHAA owes secured creditor OSM Investment Company approximately
$680,000 and TMC Financing (SBA) approximately $487,000 for both
Properties. It also owes the San Bernardino Tax Collector
approximately $140,000 for both properties. OSM Investment Company
and TMC Financing also have personal guarantees of the Debtor's
primary shareholders Henry Wallach and Akemi Uomoto.
BioData filed a chapter 11 case but it was converted to chapter 7.
The BioData laboratory was being operated by the trustee, Todd
Frealy. WHAA fell behind on its mortgage as a result of BioData's
inability and inconsistency in paying rent and filed chapter 11 to
prevent a foreclosure.
The BioData lab was recently sold by the Chapter 7 Trustee to
Healthquest Clinical Laboratory, Inc. Concurrent with the sale,
WHAA entered into a three month lease of the 5494 Arrow Highway
building at $13,000 per month. That rent is acknowledged to be the
cash collateral of OSM Investment Company and TMC Financing.
In December 2017, WHAA agreed to a three month extension of the
lease. The secured creditors agreed with the extension at least in
part on the basis that WHAA would pay both secured creditors
through April, 2018.
WHAA and OSM Investment Company and TMC Financing previously
entered into a very limited Stipulation permitting the Debtor to
use a portion of the cash collateral to pay the commercial
insurance, the property tax payment due in December and two
adequate protection payments to OSM Investment Company. The
Stipulation was approved by the Court, and permitted the Debtor to
use of cash collateral through December, 2017.
WHAA asserts that there is significant equity in the properties.
Thus, WHAA believes that OSM Investment Company and TMC Financing
are adequately protected by the real properties. Notwithstanding
that, WHAA proposes to pay OSM Investment Company the mortgage due
on each building (5494 Arrow Highway - $4,331 and 5512 Arrow
Highway - $2,251) and TMC Financing (5494 Arrow Highway - $2,754
and 5512 Arrow Highway - $1,498) in each month of January through
April, 2018.
WHAA proposes that it use the cash collateral to pay the allowed
expenses pursuant to its budget. WHAA believes that the expenses
described in the budget represent those expenses that the Debtor
must pay in January through April, 2018 in order to maintain its
business operations. WHAA believes that it would be in the best
interest of the estate and its creditors to maintain property
insurance and the pay the property tax payments as they come due.
In addition, the adequate protection payments to OSM Investment
Company and TMC Financing will inure to the benefit of both secured
creditors.
A full-text copy of the Debtor's motion is available at:
http://bankrupt.com/misc/cacb17-14661-98.pdf
About Whaa LLC
Whaa LLC is the fee simple owner of a commercial building located
at 5494 E. Arrow Highway, Montclair, California, valued at
$975,000. It also has a fee simple interest in an industrial
commercial property located at 5512 Arrow Highway, Montclair, with
a current value of $975,000.
Biodata Medical Laboratories, Inc., an affiliate, sought bankruptcy
protection (Bankr. C.D. Cal. Case No. 16-20446) on Nov. 28, 2016.
Whaa LLC sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. C.D. Cal. Case No. 17-14661) on June 2, 2017. Henry
Wallach, managing member, signed the petition. At the time of the
filing, the Debtor disclosed $2.01 million in assets and $1.36
million in liabilities. Judge Mark S. Wallace presides over the
case. The Law Offices of Margarit Kazaryan serves as bankruptcy
counsel to the Debtor.
WJA ASSET: Needs More Time to Complete Reconciliation of Records
----------------------------------------------------------------
WJA Asset Management, LLC, and its affiliates ask the U.S.
Bankruptcy Court for the Central District of California to extend
by approximately five months each the deadlines to file plans of
reorganization and to solicit acceptances through and including
June 18, 2018, and Sept. 18, 2018, respectively.
The CRO and his team need additional time to complete the
reconciliation of the Debtors' books and records before they can
formulate, propose, and negotiate plans of reorganization.
As reported by the Troubled Company Reporter on Oct. 13, 2017, the
Court previously extended, at the behest of the Debtors, the
exclusive period for each Debtor to file a Chapter 11 plan to Jan.
18, 2018, as well as the exclusive period for each Debtor to
solicit acceptances to the plan to April 18, 2018.
The Debtors say that their 27 cases are complex. The CRO and his
team need additional time to complete the reconciliation of the
Debtors' books and records, which were inaccurate and incomplete in
many material respects. This reconciliation includes the following
necessary work: (a) analysis of the Debtors' QuickBooks files and
information maintained by third-party custodians; (b) analysis of
the Debtors' banking information; (c) analysis and documentation of
all intercompany transfers and verification of the funds
transferred between the Debtors; (d) determination of distributions
to creditors and equity holders and investments made; (e)
determination of the nature of ownership interests in certain
Debtors held by other Debtors; and (f) determination of the
classification of creditors and investors.
According to the Debtors, the analysis of intercompany transfers is
particularly complex. The CRO uncovered situations where it
appears that a debt incurred by one Debtor was "moved" to another
Debtor without a readily apparent justification and contrary to
proper accounting principles. There are multiple instances where,
according to the Debtors' records in QuickBooks, a noteholder is a
creditor of only one Debtor, but a different Debtor is the obligor
on the subject promissory note and actually received the funds. To
complicate matters further, in certain situations, interest and
principal payments to the noteholder were made by the Debtor who
booked the debt and not the promissory note obligor.
The Debtors tell the Court that due to the volume of intercompany
transfers, the CRO's analysis of the intercompany transfers is
ongoing and requires additional time. Once the CRO's analyses are
complete, the CRO expects to amend the Debtors' bankruptcy
schedules, commence the claims filing process, and be in a position
to discuss the terms of a plan (or plans, as the case may be) with
the Committee.
The Debtors commenced the Chapter 11 cases to liquidate the
Debtors' assets and close out the Funds in an orderly fashion in
order to maximize the return for creditors and investors. The
Debtors have taken a number of steps to achieve this goal,
including obtaining authority to implement sale procedures that
reduce the associated administrative overhead, and consummating
several sales and transactions thereunder. The Debtors are part of
a network of entities or Funds that were formed to offer a range of
investment opportunities to clients.
Since the Debtors filed their first motion to extend exclusivity on
Sept. 15, 2017, the Debtors have obtained court authority to
consummate 12 REO sales, 3 short payoff settlements, 1 foreclosure
sale, 1 cash for keys deal, 3 mortgage loan sale agreements, and 2
deeds in lieu of foreclosure. In addition, the Debtors have held
negotiations to monetize a number of the Debtors' assets, including
the following: WJA Express Fund, LLC's 50% partnership interest in
Gothard Express Partners, L.P.; WJA Real Estate Opportunity Fund
II, LLC's 90% membership interest in CSO Opportunity Fund VII, LLC;
Clairton Residential Renewal, LLC's ownership of four apartment
buildings in Clairton, Pennsylvania; LVNV Multi Family LLC and WJA
Real Estate Opportunity Fund II, LLC's partnership interests in
Alpha Wave Residential Fund I, LP; TD REO's secured note against
Smokiam RV Resort; TD Opportunity Fund, LLC's real property
interest in Baytown, Texas and claims against third parties; and
Luxury Asset Purchasing International, LLC's real property in
Rancho Santa Fe, California. The Court recently approved bid
procedures for the sale of WJA Express Fund, LLC's 50% partnership
interest in Gothard Express Partners, L.P. and WJA Real Estate
Opportunity Fund II, LLC's 90% membership interest in CSO
Opportunity Fund VII and sale hearings thereon are set in the next
few weeks.
During this time, the Debtors have also continued to reduce costs.
The CRO has eliminated all rental obligations by moving the
Debtors' remaining operations and employees into Grobstein Teeple's
offices where the Debtors do not pay rent. The CRO has also
eliminated payroll costs by cutting the number of the Debtors'
employees down to two.
The Debtors have also made significant efforts to provide
interested parties with accurate, timely, and transparent
information. The CRO has conducted numerous in-person meetings and
teleconferences with concerned creditors and investors wherein the
CRO has provided a forum to ask questions and express concerns.
Additionally, the CRO has provided regular written communications
to investors and creditors with significant updates on the progress
of these cases, and established a portal that allows interested
parties to access useful information for free, including a notice
of change of address form, a blank proof of claim form, pleadings,
bankruptcy petitions and monthly operating reports. Further, the
Debtors have received court authority to implement certain claim
and interest procedures that will allow the CRO's team to assist
creditors and investors with completing proofs of claim and
interest.
The Debtors assure the Court that they are generally current on
paying ordinary course of business undisputed administrative
expenses. The Debtors are also current on all post-petition
U.S. Trustee fees.
A copy of the Debtors' Motion is available at:
http://bankrupt.com/misc/cacb17-11996-373.pdf
About WJA Asset Management
Luxury Asset Purchasing International, LLC, et al., are part of a
network of entities or "Funds" formed to offer a range of
investment opportunities to individuals. Many of the existing
Funds are performing and some Funds had substantial gains.
However, certain Funds, i.e., those invested in private trust deeds
secured by real estate, suffered losses.
William Jordan Investments, Inc. ("Advisor"), is a registered
investment advisor. Laguna Hills, California-based WJA Asset
Management, LLC ("Manager"), is the managing member of Luxury, et
al. William Jordan was the president and sole owner of Advisor and
was the sole member and manager of Manager.
On May 18, 2017, Luxury and its affiliates filed voluntary
petitions under Chapter 11 of the United States Bankruptcy Code.
On May 25, 2017, four other affiliated filed voluntary Chapter 11
petitions. On June 6, CA Real Estate Opportunity Fund III filed
its Chapter 11 petition. The Debtors' cases are jointly
administered under Bankr. C.D. Cal. Lead Case No. 17-11996, and the
Debtors continue to operate their businesses and manage their
affairs as DIP.
Pursuant to court orders, Howard Grobstein is now serving as the
chief restructuring officer of the Debtors and Mr. Jordan no longer
has any ongoing role in the Debtors' operations.
At the time of the filing, WJA estimated assets of less than
$500,000 and liabilities of $1 million to $10 million.
Judge Scott C. Clarkson presides over the cases.
Lei Lei Wang Ekvall, Esq., Philip E. Strok, Esq., Robert S.
Marticello, Esq., and Michael L. Simon, Esq., at Smiley
Wang-Ekvall, LLP, serve as counsel to the Debtors.
WOODBRIDGE CAPITAL: K&K Retained to Advise MGP, Sagacious Clients
-----------------------------------------------------------------
MGP Wealth Management and Sagacious Asset Management on Jan. 23
disclosed that they have retained Klink & Klink ("K & K" or the
"Firm"), which is skilled and experienced in corporate
restructuring and toxic debt remediation, to advise them and their
clients on the Woodbridge Capital LLC Chapter 11.
K & K, with offices in New York, California and Nevada and
affiliates in Florida, Texas, Tennessee, Utah, Illinois, and
Massachusetts, is the successor firm of Ellsworth Young LLP and has
assumed its business. K & K's partners, Christopher Klink and
Charles Klink, are experienced lawyers in litigation, finance,
toxic debt law, and bankruptcy, with significant experience
representing publicly traded over the counter companies.
The firm is consulting with Global Capital Ventures (www.gcvh.co),
which is an adviser to K & K in the Woodbridge Capital Chapter 11.
K & K has been retained by investors to supervise and protect the
interests of twenty (20) investors in Woodbridge Capital LLC and
its subsidiaries that have filed bankruptcy under Chapter 11 in
U.S. District Court in Delaware.
The Firm and Global Capital also announced the successful
conclusion of the Textmunication Holdings Inc. (TXHD) case in the
Massachusetts courts with Auctus Fund LLC in conjunction with Aaron
Hutchins Firm thus eliminating all toxic debt for TXHD.
About Klink & Klink
Klink & Klink -- http://www.cklinklaw.com-- is a full-service law
firm, with offices in New York, California and Nevada and
affiliates in Florida, Texas, Tennessee, Utah, Illinois, and
Massachusetts. The firm specializes in advising micro and small
cap public companies in the fields of general corporate law, tax
law, as well as litigation, including but not limited to, "debt
restructuring" & "toxic debt" matters.
About Global Capital
Global Capital Ventures Holdings -- http://www.gcvh.co-- is a
group of highly experienced investment professionals dedicated on a
sector-by-sector basis to provide expertise and added value to
start-ups and mid cap companies, including pre-IPO companies that
cannot afford legal, marketing, sales, and investment banking
services.
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: Appoints Three Additional Independent Managers
----------------------------------------------------------------
Woodbridge Group of Companies, LLC and certain of its affiliates
and subsidiaries, on Jan. 17, 2018, disclosed that the Company has
added three new members to its Board of Managers to direct the
business and affairs of the Company and the Debtors' chapter 11
restructuring efforts.
This Board will be composed of the following additional people:
-- Hon. James M. Peck, global co-chair of Morrison & Foerster's
Business Restructuring & Insolvency Group. Judge Peck served as a
United States Bankruptcy Judge for the Southern District of New
York from 2006 to 2014 and presided over the chapter 11 and SIPA
cases of Lehman Brothers and its affiliates, constituting the
largest bankruptcy filing in U.S. history. Other notable matters
over which Judge Peck presided include the chapter 11 cases of
Iridium, Quebecor, Charter Communications, Extended Stay Hotels,
and ION Media and the chapter 15 case of Japan Airlines. Judge
Peck also brokered settlements in a number of high-profile cases
including American Airlines, Syms/Filenes, MF Global, General
Motors, Residential Capital, and Excel Maritime.
-- Hon. Robert E. Gerber, former United States Bankruptcy Judge
in the Southern District of New York, serving for 15 years. During
his tenure as a federal bankruptcy judge, he presided over a broad
array of chapter 11, chapter 7, chapter 15, section 304 and SIPA
cases—including PSINet, Ames Department Stores, Global Crossing,
Adelphia, ABIZ, Basis Yield Alpha Fund, Lyondell Chemical,
BearingPoint, DBSD North America, Chemtura, Pinnacle Airlines,
Houghton-Mifflin Harcourt and General Motors. He was named as one
of the nation's outstanding bankruptcy judges six times.
-- David J. (Jan) Baker, retired partner of Latham & Watkins and
former global co-chair of the firm's Restructuring, Insolvency &
Workouts Practice. During his career as a lawyer, Mr. Baker
represented companies, lenders, committees, acquirers and other
parties in connection with restructuring matters, and advised
boards of directors on matters related to corporate governance and
fiduciary duty. He is a Fellow of the American College of
Bankruptcy and previously served as its president and then its
Chair, a member of the International Insolvency Institute and
recently served as a member of the ABI Commission to Study the
Reform of Chapter 11. Mr. Baker frequently lectures and writes on
issues involving corporate reorganization and restructuring. Since
retiring from the practice of law, he has concentrated on
board-related work for public and private companies going through
restructurings.
"Acting in consultation with stakeholders, including the Ad Hoc
committees, the Debtors are delighted that such highly regarded and
esteemed individuals have joined the Board of Managers," said Marc
Beilinson of Beilinson Advisory Group, formerly the sole
independent manager of the Debtors. "These additions further the
Debtors' commitment to independent decision-making and transparency
in these cases. The Board looks forward to working with all
constituents in an effort to maximize value of the estates and
their distribution to stakeholders," said
Mr. Beilinson.
Gibson Dunn & Crutcher LLP and Young, Conaway, Stargatt & Taylor,
LLP are serving as legal advisors. SierraConstellation Partners
LLC is serving as chief restructuring officer and financial
advisor, and Beilinson Advisory Group is serving as independent
management to the debtors.
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: Marc Beilinson Steps Down from Board
------------------------------------------------------
Woodbridge Group of Companies, LLC and certain of its affiliates
and subsidiaries on Jan. 19, 2018, disclosed that its recently
announced Board of Managers ("Board") has accepted the resignation
of Marc Beilinson as part of its management transition plan. The
Board is currently seeking a new CEO to lead Woodbridge during the
chapter 11 with home building experience whose expertise can be
leveraged as part of maximizing value to all stakeholders.
"After accomplishing my goals of immediately ceasing all of
Woodbridge's retail fundraising efforts, thereby putting a stop to
any continued harm to Woodbridge’s investors, and installing a
blue chip Board of Managers, comprised of Jan Baker, former Judge
James Peck, and former Judge Robert Gerber, I have tendered my
resignation to the Board," says Marc Beilinson. "I have the utmost
confidence that the newly installed Board will steward these cases
in a manner that will result in the maximization of value for all
stakeholders."
"The Board of Managers is extremely appreciative of Mr. Beilinson's
efforts to date and his willingness to provide whatever assistance
the Board requests," says Jan Baker. Mr. Baker went on to comment
that, "The tireless efforts of Mr. Beilinson in these cases thus
far have positioned Woodbridge to move forward in a positive
direction."
Gibson Dunn & Crutcher LLP and Young, Conaway, Stargatt & Taylor,
LLP are serving as legal advisors.
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: Seeks New CEO Amid Chapter 11 Process
-------------------------------------------------------
Woodbridge Group of Companies, LLC and certain of its affiliates
and subsidiaries on Jan. 19, 2018, disclosed that Woodbridge is in
the process of engaging a new CEO who has homebuilding experience
that can be leveraged to maximize value to investors. As part of
this, Lawrence Perkins has tendered his resignation, which will be
effective following the transition to new management. Mr. Perkins
and SierraConstellation Partners, reporting to the new Board of
Managers, will remain involved at this time to ensure an orderly
transition.
"As we continue to move through the Chapter 11 process and pursue a
new CEO, we will be looking to Larry and his firm for support,"
said Jan Baker, a member of the Board of Managers. "Larry's
efforts have provided us with a solid foundation to ensure a fair
and efficient restructuring process, and we will be working closely
with SierraConstellation Partners for as long as necessary to
ensure a seamless transition."
"As the Board and a new CEO continue the work to maximize the value
of Woodbridge's assets, we will fully support them and ensure that
the incoming CEO has all of the knowledge and resources needed to
be successful," said Larry Perkins.
Mr. Perkins added that he anticipates "no gap in work while he and
his team continue to operate in transition to the new CEO. As we
have done since we were engaged by Woodbridge in December, we will
continue to work closely with Woodbridge's contractors, vendors,
and employees to make sure the business continues to operate in the
ordinary course."
Gibson Dunn & Crutcher LLP and Young, Conaway, Stargatt & Taylor,
LLP are serving as legal advisors.
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.
[*] Colette Gibbons Joins McDonald Hopkins' Cleveland Office
------------------------------------------------------------
Highly accomplished attorney Colette Gibbons has joined the
Cleveland office of McDonald Hopkins LLC, a business advisory and
advocacy law firm, as Of Counsel in the Business Restructuring
Services Department. She comes to McDonald Hopkins from Ice
Miller, and its predecessor Schottenstein, Zox & Dunn, where she
served as the managing partner for over 15 years of the Cleveland
offices of those firms.
Ms. Gibbons has over 40 years of legal experience with a practice
focus on insolvency related issues, including debtor
representation, debtors-in-possession, creditors, lending
institutions, hedge funds, trustees, receivers, creditors'
committees, non-profit entities and health care providers in all
aspects of state and federal insolvency proceedings and
out-of-court resolutions.
"We are very excited to add to the firm such a distinguished and
highly recognized attorney like Colette. She brings to McDonald
Hopkins a wide spectrum of legal knowledge, experiences and
capabilities that will assist our clients with their insolvency
related needs," said Sean D. Malloy, chair of the Business
Restructuring Services Department.
Throughout her distinguished career, Gibbons has received numerous
recognitions including a Top 100 Super Lawyers in Ohio and Top 50
Women Super Lawyers, Chambers USA America's Leading Lawyers for
Business-Bankruptcy, the Best Lawyers in America, Bankruptcy and
Creditor-Debtor Rights Law/Insolvency and Reorganization Law and
Northern Ohio Live Rainmaker of the Year for Law.
Ms. Gibbons earned her J.D., cum laude, from Cleveland-Marshall
School of Law in 1976 and received a B.A., cum laude, from John
Carroll University in 1973. She is also a Fellow of the American
College of Bankruptcy, an honor held by fewer than 20 people in
Ohio.
About McDonald Hopkins
Founded in 1930, McDonald Hopkins -- http://www.mcdonaldhopkins/--
is a business advisory and advocacy law firm with locations in
Chicago, Cleveland, Columbus, Detroit, Miami, and West Palm Beach.
The firm has more than 50 service and industry teams.
[*] Overall Bankr. Filings Fall 0.7% but Chapter 11s Inch Up
------------------------------------------------------------
Bankruptcy filings -- Business and Non-Business Filings -- in the
12-month period ending December 31, 2017, fell just 0.7 percent,
compared with bankruptcy cases filed in calendar year 2016.
According to newly released data, 789,020 cases were filed in 2017,
compared with 794,960 in the previous year.
The percentage decline is the smallest for a 12-month period since
bankruptcy filings reached a peak in 2010. The number of bankruptcy
filings is the lowest for any calendar year since 2006, and the
seventh consecutive calendar year that filings have fallen.
However, Chapter 11 bankruptcy filings actually increased. There
were 7,442 Chapter 11 filings in 2017 compared to:
7,292 in 2016,
7,241 in 2015, and
7,234 in 2014.
Chapter 11 filings totaled 8,980 in 2013.
[^] Recent Small-Dollar & Individual Chapter 11 Filings
-------------------------------------------------------
In re Michael Paul Enmon
Bankr. S.D. Tex. Case No. 18-30112
Chapter 11 Petition filed January 10, 2018
represented by: Miriam Goott, Esq.
WALKER & PATTERSON, PC
E-mail: mgoott@walkerandpatterson.com
In re Vaca Partnership
Bankr. C.D. Cal. Case No. 18-10362
Chapter 11 Petition filed January 11, 2018
See http://bankrupt.com/misc/cacb18-10362.pdf
represented by: Bahram Madaen, Esq.
LAW OFFICES OF MADEAN
E-mail: ssiroos@hotmail.com
In re Rodney D. Vincent
Bankr. M.D. Fla. Case No. 18-00203
Chapter 11 Petition filed January 11, 2018
represented by: Buddy D. Ford, Esq.
BUDDY D. FORD, P.A.
E-mail: Buddy@TampaEsq.com
In re True Products, Inc.
Bankr. M.D. Fla. Case No. 18-00204
Chapter 11 Petition filed January 11, 2018
See http://bankrupt.com/misc/flmb18-00204.pdf
represented by: Buddy D. Ford, Esq.
BUDDY D. FORD, P.A.
E-mail: Buddy@TampaEsq.com
In re Eternal Jewelers, Inc.
Bankr. N.D. Ill. Case No. 18-00781
Chapter 11 Petition filed January 11, 2018
See http://bankrupt.com/misc/ilnb18-00781.pdf
represented by: David P Lloyd, Esq.
DAVID P. LLOYD, LTD.
E-mail: courtdocs@davidlloydlaw.com
In re Marvin R. Minney, Jr.
Bankr. D.N.J. Case No. 18-10609
Chapter 11 Petition filed January 11, 2018
represented by: Robert C. Nisenson, Esq.
ROBERT C. NISENSON, LLC
E-mail: rnisenson@aol.com
In re Rosita Property Inc
Bankr. E.D.N.Y. Case No. 18-40159
Chapter 11 Petition filed January 11, 2018
See http://bankrupt.com/misc/nyeb18-40159.pdf
Filed Pro Se
In re GLASS CAGES.COM, LLC
Bankr. M.D. Tenn. Case No. 18-00175
Chapter 11 Petition filed January 11, 2018
See http://bankrupt.com/misc/tnmb18-00175.pdf
represented by: Steven L. Lefkovitz, Esq.
LAW OFFICES LEFKOVITZ & LEFKOVITZ
E-mail: slefkovitz@lefkovitz.com
In re Steven M. Wilson and Diana L. Wilson
Bankr. E.D. Tex. Case No. 18-40067
Chapter 11 Petition filed January 11, 2018
represented by: Christopher J. Moser, Esq.
QUILLING SELANDER LOWNDS WINSLETT MOSER
E-mail: cmoser@qslwm.com
In re Aviation Engineering Consultants, Inc.
Bankr. M.D. Fla. Case No. 18-00241
Chapter 11 Petition filed January 12, 2018
See http://bankrupt.com/misc/flmb18-00241.pdf
represented by: Jake C. Blanchard, Esq.
BLANCHARD LAW, PA
E-mail: jake@jakeblanchardlaw.com
In re MP Diagnostic, Inc.
Bankr. S.D. Fla. Case No. 18-10450
Chapter 11 Petition filed January 12, 2018
See http://bankrupt.com/misc/flsb18-10450.pdf
represented by: Christian S. Diaz, Esq.
LAW OFFICE OF DIAZ & ASSOCIATES, P.A.
E-mail: cdiaz@diazlawnow.com
In re The Zone 400, LLC
Bankr. D. Md. Case No. 18-10483
Chapter 11 Petition filed January 12, 2018
See http://bankrupt.com/misc/mdb18-10483.pdf
represented by: Justin Philip Fasano, Esq.
MCNAMEE, HOSEA ET AL.
E-mail: jfasano@mhlawyers.com
In re Jeanette Wellers
Bankr. D. Colo. Case No. 18-10240
Chapter 11 Petition filed January 12, 2018
See http://bankrupt.com/misc/cob18-10240.pdf
represented by: Kenneth J. Buechler, Esq.
Buechler & Garber, LLC
E-mail: ken@bandglawoffice.com
In re Jessica Glenn-Beatty
Bankr. E.D. Mich. Case No. 18-20061
Chapter 11 Petition filed January 12, 2018
represented by: Rozanne M. Giunta, Esq.
WARNER NORCROSS & JUDD LLP
E-mail: rgiunta@wnj.com
In re John H. Leavey Manufacturing, Inc.
Bankr. E.D.N.C. Case No. 18-00173
Chapter 11 Petition filed January 12, 2018
See http://bankrupt.com/misc/nceb18-00173.pdf
represented by: George M. Oliver, Esq.
THE LAW OFFICES OF OLIVER & CHEEK, PLLC
E-mail: efile@ofc-law.com
In re CINEVIA CORPORATION
Bankr. D.P.R. Case No. 18-00135
Chapter 11 Petition filed January 12, 2018
See http://bankrupt.com/misc/prb18-00135.pdf
represented by: Noemi Landrau Rivera, Esq.
LANDRAU RIVERA & ASSOCIATES
E-mail: nlandrau@landraulaw.com
In re Robert Salazar and Gloria Anita Salazar
Bankr. C.D. Cal. Case No. 18-10434
Chapter 11 Petition filed January 15, 2018
represented by: Matthew D. Resnik, Esq.
SIMON RESNIK HAYES LLP
E-mail: matt@srhlawfirm.com
In re Jai, Inc.
Bankr. N.D. Ala. Case No. 18-00171
Chapter 11 Petition filed January 15, 2018
See http://bankrupt.com/misc/alnb18-00171.pdf
represented by: C. Taylor Crockett, Esq.
C. TAYLOR CROCKETT, P.C
E-mail: taylor@taylorcrockett.com
In re Christopher Michael Samson
Bankr. M.D. Fla. Case No. 18-00104
Chapter 11 Petition filed January 15, 2018
represented by: Bryan K. Mickler, Esq.
E-mail: court@planlaw.com
In re Louisville Roof Repair and Replace, Limited Liability
Company
Bankr. S.D. Ind. Case No. 18-90039
Chapter 11 Petition filed January 15, 2018
See http://bankrupt.com/misc/insb18-90039.pdf
represented by: James Edwin McGhee, III, Esq.
KAPLAN & PARTNERS LLP
E-mail: jmcghee@kplouisville.com
In re Cape Atlantic Dental Associates, PC
Bankr. D.N.J. Case No. 18-10844
Chapter 11 Petition filed January 15, 2018
See http://bankrupt.com/misc/njb18-10844.pdf
represented by: Margaret A. Holland, Esq.
SUBRANNI ZAUBER LLC
E-mail: mholland@subranni.com
In re Mohammad Ashraf
Bankr. S.D. Ohio Case No. 18-50189
Chapter 11 Petition filed January 15, 2018
represented by: Michael A. Steel, Esq.
E-mail: masteel@bmdllc.com
In re Deborah & Danielle Inc.
Bankr. N.D. Tex. Case No. 18-30169
Chapter 11 Petition filed January 15, 2018
See http://bankrupt.com/misc/txnb18-30169.pdf
represented by: Joyce W. Lindauer, Esq.
JOYCE W. LINDAUER ATTORNEY, PLLC
E-mail: joyce@joycelindauer.com
In re Madison-Laramie Self Storage, L.L.C.
Bankr. N.D. Ill. Case No. 18-01228
Chapter 11 Petition filed January 16, 2018
See http://bankrupt.com/misc/ilnb18-01228.pdf
represented by: Miriam R. Stein, Esq.
CHUHAK & TECSON, P.C.
E-mail: mstein@chuhak.com
In re Jeffrey W. Berger and Tami M. Berger
Bankr. D. Mont. Case No. 18-60032
Chapter 11 Petition filed January 16, 2018
represented by: James A. Patten, Esq.
E-mail: apatten@ppbglaw.com
In re Howard Edgar Blanchard, III
Bankr. E.D.N.C. Case No. 18-00204
Chapter 11 Petition filed January 16, 2018
represented by: Danny Bradford, Esq.
PAUL D. BRADFORD, PLLC
Email: dbradford@bradford-law.com
In re Kathleen Murphy and David Melvin Gresham
Bankr. E.D.N.C. Case No. 18-00222
Chapter 11 Petition filed January 16, 2018
represented by: James C. White, Esq.
PARRY TYNDALL WHITE
E-mail: jwhite@ptwfirm.com
In re Mark Frederick DiMeo and Hilda Margarita DiMeo
Bankr. D.N.J. Case No. 18-10947
Chapter 11 Petition filed January 16, 2018
represented by: Ira Deiches, Esq.
DEICHES & FERSCHMANN
E-mail: ideiches@deicheslaw.com
In re Robert E. Hicks
Bankr. E.D. Va. Case No. 18-30214
Chapter 11 Petition filed January 16, 2018
represented by: Robert A. Canfield, Esq.
CANFIELD, BAER, & HELLER, LLP
E-mail: bcanfield@canfieldbaer.com
In re Ariel Properties, Inc.
Bankr. C.D. Cal. Case No. 18-10159
Chapter 11 Petition filed January 17, 2018
See http://bankrupt.com/misc/cacb18-10159.pdf
represented by: Raymond H. Aver, Esq.
LAW OFFICES OF RAYMOND H. AVER
E-mail: ray@averlaw.com
In re Non-Surgical Wellness, Inc.
Bankr. C.D. Cal. Case No. 18-10343
Chapter 11 Petition filed January 17, 2018
See http://bankrupt.com/misc/cacb18-10343.pdf
represented by: J. Scott Williams, Esq.
THE WILLIAMS FIRM
E-mail: jwilliams@williamsbkfirm.com
In re Nina Mosby
Bankr. C.D. Cal. Case No. 18-10551
Chapter 11 Petition filed January 17, 2018
represented by: Julie J. Villalobos, Esq.
OAKTREE LAW
E-mail: julie@oaktreelaw.com
In re Jeffery Edward Arambel
Bankr. E.D. Cal. Case No. 18-90029
Chapter 11 Petition filed January 17, 2018
represented by: Reno F.R. Fernandez, III, Esq.
In re Marguerite Kelly Rizzoli and Tony Rizzoli
Bankr. D.D.C. Case No. 18-00041
Chapter 11 Petition filed January 17, 2018
represented by: Augustus T. Curtis, Esq.
COHEN, BALDINGER & GREENFELD, LLC
E-mail: augie.curtis@cohenbaldinger.com
In re Pavel Ivanovich Paly
Bankr. M.D. Fla. Case No. 18-00126
Chapter 11 Petition filed January 17, 2018
represented by: Brett A. Mearkle, Esq.
THE LAW OFFICES OF BRETT A. MEARKLE, P.A
E-mail: bmearkle@mearklelaw.com
In re Exceletech Coating and Applications
Bankr. M.D. Fla. Case No. 18-00263
Chapter 11 Petition filed January 17, 2018
See http://bankrupt.com/misc/flmb18-00263.pdf
represented by: Cynthia E. Lewis, Esq.
JAMES H MONROE PA
E-mail: clewis@jamesmonroepa.com
In re Tow Yard Brewing, LLC
Bankr. S.D. Ind. Case No. 18-00260
Chapter 11 Petition filed January 17, 2018
See http://bankrupt.com/misc/insb18-00260.pdf
represented by: KC Cohen, Esq.
KC COHEN, LAWYER, PC
E-mail: kc@esoft-legal.com
In re Ciara Broom
Bankr. E.D. Mich. Case No. 18-30117
Chapter 11 Petition filed January 17, 2018
represented by: George E. Jacobs, Esq.
BANKRUPTCY LAW OFFICES
E-mail: george@bklawoffice.com
In re Aaron D. Zinn
Bankr. W.D.N.C. Case No. 18-30066
Chapter 11 Petition filed January 17, 2018
represented by: Richard S. Wright, Esq.
MOON WRIGHT & HOUSTON, PLLC
E-mail: rwright@mwhattorneys.com
In re Debra Williams
Bankr. D.N.J. Case No. 18-10977
Chapter 11 Petition filed January 17, 2018
represented by: Timothy P. Neumann, Esq.
BROEGE, NEUMANN, FISCHER & SHAVER
E-mail: timothy.neumann25@gmail.com
In re Unified Graphics & Signs, LLC
Bankr. N.D. Tex. Case No. 18-40196
Chapter 11 Petition filed January 17, 2018
See http://bankrupt.com/misc/txnb18-40196.pdf
represented by: H. Joseph Acosta, Esq.
FISHERBROYLES, L.L.P.
E-mail: joseph.acosta@fisherbroyles.com
In re Bernardo Lucero, Jr.
Bankr. W.D. Tex. Case No. 18-30062
Chapter 11 Petition filed January 17, 2018
represented by: Corey W. Haugland, Esq.
E-mail: chaugland@jghpc.com
In re Olegna Fuschi-Aibel
Bankr. D. Conn. Case No. 18-50052
Chapter 11 Petition filed January 18, 2018
See http://bankrupt.com/misc/ctb18-50052.pdf
Filed Pro Se
In re Alex Christopher Isherwood and Patrice E. Lewis
Bankr. D. Md. Case No. 18-10761
Chapter 11 Petition filed January 18, 2018
represented by: Brett Weiss, Esq.
CHUNG & PRESS, LLC
E-mail: brett@bankruptcylawmaryland.com
In re Lotus Industries LLC
Bankr. E.D. Mich. Case No. 18-40621
Chapter 11 Petition filed January 18, 2018
See http://bankrupt.com/misc/mieb18-40621.pdf
represented by: Andrew A. Paterson, Jr., Esq.
PATERSON LAW OFFICE
E-mail: aap43@outlook.com
In re Vicks Auto Repair Inc.
Bankr. E.D.N.Y. Case No. 18-40306
Chapter 11 Petition filed January 18, 2018
See http://bankrupt.com/misc/nyeb18-40306.pdf
represented by: Narissa A. Joseph, Esq.
LAW OFFICE OF NARISSA A. JOSEPH
E-mail: njosephlaw@aol.com
In re Tri Omega Realty, Inc.
Bankr. N.D.N.Y. Case No. 18-30054
Chapter 11 Petition filed January 18, 2018
See http://bankrupt.com/misc/nynb18-30054.pdf
represented by: Theodore Lyons Araujo, Esq.
BANKRUPTCY LAW CENTER
E-mail: Ted.araujo@bodowlaw.com
In re Penny Ann Bradley
Bankr. S.D.N.Y. Case No. 18-10122
Chapter 11 Petition filed January 18, 2018
Filed Pro Se
In re Hillside Holdings, Inc.
Bankr. E.D. Cal. Case No. 18-20298
Chapter 11 Petition filed January 19, 2018
See http://bankrupt.com/misc/caeb18-20298.pdf
Filed Pro Se
In re Hungry Bunny Cafe Inc.
Bankr. S.D.N.Y. Case No. 18-10124
Chapter 11 Petition filed January 19, 2018
See http://bankrupt.com/misc/nysb18-10124.pdf
represented by: Fearonce G. La Lande, Esq.
E-mail: fglalande@aol.com
In re Denise Latrice Wheeler
Bankr. C.D. Cal. Case No. 18-10597
Chapter 11 Petition filed January 18, 2018
represented by: Anthony Obehi Egbase, Esq.
A.O.E LAW & ASSOCIATES, APC
E-mail: info@aoelaw.com
In re TAOW LLC
Bankr. N.D. Cal. Case No. 18-40158
Chapter 11 Petition filed January 18, 2018
See http://bankrupt.com/misc/canb18-40158.pdf
represented by: Lawrence L. Szabo, Esq.
LAW OFFICES OF LAWRENCE L. SZABO
E-mail: szabo@sbcglobal.net
In re George Roland Gama and Rose Ann Gama
Bankr. D. Ariz. Case No. 18-00569
Chapter 11 Petition filed January 19, 2018
represented by: Thomas Allen, Esq.
ALLEN BARNES & JONES, PLC
E-mail: tallen@allenbarneslaw.com
In re MBP Publications
Bankr. N.D. Ga. Case No. 18-50873
Chapter 11 Petition filed January 19, 2018
See http://bankrupt.com/misc/paeb18-50873.pdf
Filed Pro Se
In re Elliott Wexelman
Bankr. S.D. Fla. Case No. 18-10742
Chapter 11 Petition filed January 20, 2018
represented by: Chad T Van Horn, Esq.
E-mail: Chad@cvhlawgroup.com
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.
Copyright 2018. All rights reserved. ISSN: 1520-9474.
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