/raid1/www/Hosts/bankrupt/TCR_Public/180207.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Wednesday, February 7, 2018, Vol. 22, No. 37
Headlines
3714 EVANS: Voluntary Chapter 11 Case Summary
ACCESS PROGRAMMING: Taps Julianne Frank as Legal Counsel
ACHAOGEN INC: BlackRock Owns 6.7% Stake as of Dec. 31
ADVANCE LAWN: U.S. Trustee Unable to Appoint Committee
ADVANCED CONTRACTING: $4M Sale of All Assets to Trident Approved
AEON GLOBAL: Ibex Investors LLC Has 8.4% Stake as of Dec. 31
AEROGROUP INTERNATIONAL: Feb. 12 Auction of All Assets Set
ALLY FINANCIAL: BlackRock Has 5% Equity Stake as of Dec. 31
AMBOY GROUP: Needs Time to Finalize Talks With Prospective Buyers
AMERICAN LAND: Case Summary & Unsecured Creditor
AMPLIFY SNACK: S&P Withdraws 'B' CCR on Acquisition by Hershey Co
ANTERO RESOURCES: S&P Raises CCR to 'BB+', Outlook Stable
ART LLC: Taps Rimon P.C. as Legal Counsel
ASCENT RESOURCES MARCELLUS: Case Summary & 30 Top Unsec. Creditors
ASCENT RESOURCES MARCELLUS: Prenegotiated Ch.11 Filed in Delaware
ASPIRA OF FLORIDA: S&P Puts 'BB' Bond Rating on Watch Negative
AUTHENTIDATE HOLDING: Changes Name to 'AEON Global Health Corp'
AUTO SUPPLY: Fisher $10M Bid to Open Feb. 23 Auction of All Assets
BIOSCRIP INC: BlackRock Has 5.2% Stake as of Dec. 31
BIOSCRIP INC: North Tide Ceases to be a Shareholder as of Dec. 31
BIOSTAR PHARMACEUTICALS: Hires Centurion ZD CPA as New Accountants
BIOSTAR PHARMACEUTICALS: Liao Huiping Fills Board Vacancy
BLACK PRESS: S&P Cuts CCR to CCC+ on Weaker Earnings, Outlook Neg.
BOB COOK COMPANY: Case Summary & 2 Unsecured Creditors
BON-TON STORES: Bankruptcy Court Approves First Day Motions
BON-TON STORES: S&P Revises CCR to 'D' on Chapter 11 Filing
BOSTON HOSPITALITY: $1.4M Sale of 3 Restaurant Businesses Approved
BRANDENBURG FAMILY: Taps Mehlman Greenblatt as Legal Counsel
BRAZIL MINERALS: Lancaster Brazil Has 19.5% Stake as of Dec. 28
BYUNG MOOK CHO: $15K Sale of All Assets of FDL to Jin Su Peang OK'd
CADIZ INC: BlackRock Has 5.4% Equity Stake as of Dec. 31
CALLOWAY ENTERPRISES: Voluntary Chapter 11 Case Summary
CAMBER ENERGY: Inks Loan Extension and Modification Pact with IBC
CAMBER ENERGY: Sells $5 Million Worth of Preferred Shares
CASHMAN EQUIPMENT: Sale of Five Vessels Approved
CDC INVESTMENT: $1.2M Sale of Salisbury Property to FF & LL Okayed
CENVEO INC: Bankruptcy Court Approves $290-Mil. DIP Financing
CENVEO INC: S&P Lowers CCR to 'D' Amid Chapter 11 Filing
CGG S.A.: To Issue Up to $461M of 2024 2nd Lien Notes by Feb. 28
CGG S.A.: To Issue Up to $805M of 2023 1st Lien Notes by Feb. 28
CHATEAU CREOLE: Taps Derbes Law Firm as Legal Counsel
CKSB LLC: Case Summary & 4 Unsecured Creditors
CM EBAR: Sale of Liquor Licenses to Little Beast & Hash House OK'd
COCRYSTAL PHARMA: OPKO Health Has 9.1% Stake as of Feb. 2
CORNERSTONE HOSPITALITY: Case Summary & Unsecured Creditor
CYTORI THERAPEUTICS: PostFinance AG Has 12% Stake as of Jan. 31
DELCATH SYSTEMS: Hudson Bay Reports 9.9% Equity Stake
DEXTERA SURGICAL: Sale of All Assets to Aesculap Approved
DIGIPATH INC: Resumes Cannabis Lab Testing Operations
DOLPHIN ENTERTAINMENT: Will Sell $30M Securities to the Public
DONALD NIX: Proposes $300K Private Sale of Paterson Property to JCM
EMPIRE GENERATING: S&P Cuts CCR to 'CCC', Outlook Negative
EQUIAN BUYER: S&P Affirms 'B' CCR Amid OmniClaim Acquisition
FENIX PARTS: BMO Harris Agrees to Forbearance Thru Feb. 28
FENIX PARTS: Settles Rift with Ex-Owners of Canadian Founding Cos
FENIX PARTS: Suspends Reporting Obligations as SEC Probe Ends
FILBIN LAND: Taps Macdonald Fernandez as Legal Counsel
FINJAN HOLDINGS: Cisco Systems No Longer Owns Shares as of Dec. 31
FRANKLIN ACQUISITIONS: Case Summary & Unsecured Creditor
GASTAR EXPLORATION: BlackRock Has 5.5% Stake as of Dec. 31
GOLDEN VISTA: Taps S. Burton, R. Neel as Attorneys
GREAT BASIN: Hudson Bay Discloses 9.9% Stake as of Dec. 31
HCR MANORCARE: Seeks Dismissal of QCP's Receivership Claims
HELIOS AND MATHESON: Hudson Bay Has 9.9% Stake as of Dec. 31
HOUSE MOSAIC: Voluntary Chapter 11 Case Summary
HOVNANIAN ENTERPRISES: Closes Financing Transactions With GSO
HTC ENTERPRISE: Taps Atty. Gary Lyon as Legal Counsel
HUMANIGEN INC: Nomis Bay Has 24.56% Stake as of Feb. 1
HYDROSCIENCE TECHNOLOGIES: Sale of All Assets to Seamap Approved
ICPW LIQUIDATION: Debtor, Equity Holders File LIquidating Plan
INTERNAP CORP: S&P Affirms 'B' CCR on Acquisition of SingleHop
INTREPID POTASH: BlackRock Has 5.1% Stake as of Dec. 31
JANICE STEINER: Online Auction of Personal Property Approved
JEFFREY BERGER: Pierces Buying Wibaux Property for $5 Million
KARIA Y WM HOUSTON: Voluntary Chapter 11 Case Summary
KERR-ALBERT OFFICE: Case Summary & 20 Largest Unsecured Creditors
LAYNE CHRISTENSEN: Suspends Plan's Duty to File Reports
LONG BLOCKCHAIN: Cancels Purchase of Bitcoin Mining Equipment
LONG BROOK: $825K Sale of Stratford Real Property Approved
MARIA SPERA: $144K Sale of Lawrenceville Property to Maselli Okayed
MARINE MAMMAL: Taps Wargo & French as Legal Counsel
MARRONE BIO: Gets Approval of Debt Refinance Transactions
MARRONE BIO: May Issue 5.1M Shares Under 2013 Stock Plan
MARRONE BIO: Stockholders OK 5 Proposals at Annual Meeting
MFB PROPERTIES: $750K Sale of Monroe Property to Brandels Approved
MICROVISION INC: BlackRock Has 6% Stake as of Dec. 31
MONEYONMOBILE INC: Swaps $2M in Notes to Series F Preferreds
MONEYONMOBILE INC: Swaps $3M in Notes to Series G Preferreds
MORNINGSIDE LLC: Taps Moses S. Bardavid as Legal Counsel
NEOVASC INC: Gets German NUB Status 1 Designation for Reducer
NEOVASC INC: Hudson Bay Capital Has 9.9% Stake as of Dec. 31
NORTHERN OIL: Releases Preliminary Fourth Quarter 2017 Results
NORTHERN OIL: Will Swap $497M Unsecured Notes for New Notes & Stock
ON ASSIGNMENT: S&P Affirms 'BB' CCR Amid ECS Federal Transaction
ONCOBIOLOGICS INC: Falls Short of Nasdaq's Market Value Rule
PETE GOULD: Case Summary & 2 Unsecured Creditors
PETROQUEST ENERGY: Completes Sale of Gulf of Mexico Assets
PRECIPIO INC: May Issue 5.4M Shares Under its 2017 Option Plan
QUALITY CARE: Balks at HCR ManorCare Bid to Dismiss Receivership
QUANTUM CORP: BlackRock Has 5.3% Stake as of Dec. 31
QUANTUM CORP: Portolan Capital Has 5.58% Stake as of Jan. 25
RAMKABIR INVESTMENTS: Voluntary Chapter 11 Case Summary
REAL ALLOY: Noteholders Intend to Serve as "Stalking Horse" Bidder
RESOLUTE ENERGY: BlackRock Discloses 6.2% Stake as of Dec. 31
ROBERTO KUPERMAN: KC5 Buying San Juan Property for $325K
ROSETTA GENOMICS: Adjourns Extraordinary Meeting to Feb. 15
ROSLYN SEFARDIC: Voluntary Chapter 11 Case Summary
SAEXPLORATION HOLDINGS: BlueMountain Has 23.5% Stake as of Jan. 29
SAEXPLORATION HOLDINGS: Closes Notes Exchange Offer
SAEXPLORATION HOLDINGS: Whitebox Reports 9.9% Stake as of Feb. 2
SANDBAR PROPERTIES: Case Summary & Unsecured Creditor
SANSAL WELLNESS: Appoints Two New Officers
SANSAL WELLNESS: To Join The MoneyShow Orlando Conference
SEARS HOLDINGS: Lampert's ESL Has 57% Equity Stake as of Feb. 1
SEARS HOLDINGS: Obtains $210 Million in Financing from JPP Lenders
SOUTHCROSS ENERGY: Will Hold a Special Meeting on March 27
SPEED VEGAS: U.S. Trustee Forms 3-Member Committee
STONE CONNECTION: Taps Lamberth Cifelli as Legal Counsel
TOP TIER SITE: Committee Taps Jeffrey D. Sternklar as Counsel
TOWERSTREAM CORP: Inks Forbearance Agreement with Melody
UBL INTERACTIVE: Ceased Operations in 2015, Files Form 10-K
VILLAGE VENTURES: $13.5K Sale of Garland Property to Goslee Okayed
VITTORIO LARACCA: Palmieri Buying Chadwick Beach Property for $520K
WEATHERFORD INTERNATIONAL: Reports Q4 Net Loss of $1.94 Billion
WILLIAMS FINANCIAL: $405K Sale of Client Accounts to Kestra Okayed
WOODBRIDGE GROUP: Reaches Settlement with SEC, Unsecured Creditors
ZIP STEVENSON: Case Summary & 5 Unsecured Creditors
[*] Scott Zemser Rejoins Mayer Brown as Partner in New York
*********
3714 EVANS: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: 3714 Evans LLC
3714 Evans Avenue
Fort Myers, FL 33901
Business Description: 3714 Evans LLC, a privately held company,
listed itself as a Single Asset Real Estate
(as defined in 11 U.S.C. Section 101(51B)).
Chapter 11 Petition Date: February 5, 2018
Case No.: 18-00852
Court: United States Bankruptcy Court
Middle District of Florida (Ft. Myers)
Debtor's Counsel: Charles R. Hayes, Esq.
LAW OFFICE OF CHARLES R. HAYES, P.A.
2590 Northbrooke Plaza Drive, Suite 303
Naples, FL 34119
Tel: 239-431-7619
Fax: 239-431-7665
E-mail: chayespa@gmail.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Kenneth Berdick, principal.
The Debtor did not file a list of its 20 largest unsecured
creditors together with the petition.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/flmb18-00852.pdf
ACCESS PROGRAMMING: Taps Julianne Frank as Legal Counsel
--------------------------------------------------------
Access Programming Services, Inc., seeks approval from the U.S.
Bankruptcy Court for the Southern District of Florida to hire
Julianne Frank, P.A., as its legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code and will provide other legal services related to
its Chapter 11 case.
The firm received a retainer in the sum of 15,000 from a third
party insider.
Julianne Frank, Esq., disclosed in a court filing that she and her
firm do not represent or hold any interest adverse to the Debtor
and its estate.
The firm can be reached through:
Julianne Frank, Esq.
Julianne Frank, P.A.
4495 Military Trail, Suite 107
Jupiter, FL 33458
Tel: 561.389-8660
E-mail: julianne@jrfesq.com
About Access Programming Services Inc.
Based in West Palm Beach, Florida, Access Programming Services,
Inc. is a privately-held company specializing in the development of
custom computer software.
Access Programming sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-10624) on Jan. 17,
2018. In the petition signed by Harold Tyler Bell, COO, the Debtor
estimated assets and liabilities of $1 million to $10 million.
Judge Paul G. Hyman, Jr. presides over the case.
ACHAOGEN INC: BlackRock Owns 6.7% Stake as of Dec. 31
-----------------------------------------------------
BlackRock, Inc. reported to the Securities and Exchange Commission
that as of Dec. 31, 2017, it beneficially owns 2,837,846 shares of
common stock of Achaogen, Inc., constituting 6.7 percent of the
shares outstanding. A full-text copy of the Schedule 13G is
available for free at https://is.gd/5nbPec
About Achaogen, Inc.
South San Francisco, California-based Achaogen, Inc. --
http://www.achaogen.com/-- is a clinical-stage biopharmaceutical
company committed to the discovery, development, and
commercialization of novel antibacterials to treat multi-drug
resistant gram-negative infections. The Company is developing
plazomicin, its lead product candidate, for the treatment of
serious bacterial infections due to MDR Enterobacteriaceae,
including carbapenem-resistant Enterobacteriaceae. In 2013, the
Centers for Disease Control and Prevention identified CRE as a
"nightmare bacteria" and an immediate public health threat that
requires "urgent and aggressive action."
Achaogen reported a net loss of $71.22 million in 2016, a net loss
of $27.09 million in 2015, and a net loss of $20.17 million in
2014. As of Sept. 30, 2017, Achaogen had $230.09 million in total
assets, $66.81 million in total liabilities, $10.00 million in
contingently redeemable common stock and $153.3 million in total
stockholders' equity.
ADVANCE LAWN: U.S. Trustee Unable to Appoint Committee
------------------------------------------------------
The Office of the U.S. Trustee on Feb. 2 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of Advance Lawn & Landscape, Inc.
About Advance Lawn & Landscape
Founded in 1999, Advance Lawn & Landscape Inc. --
http://advancelawninc.com-- is a landscaping company located in
Spartanburg, South Carolina.
Advance Lawn & Landscape sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. S.C. Case No. 18-00122) on Jan. 11,
2018. Christopher Baragar, president, signed the petition. At the
time of the filing, the Debtor disclosed $422,080 in assets and
$1.41 million in liabilities.
Judge Helen E. Burris presides over the case.
The Debtor hired Skinner Law Firm, LLC as its bankruptcy counsel
and Kinard-Barath Tax Group, LLC as its accountant.
ADVANCED CONTRACTING: $4M Sale of All Assets to Trident Approved
----------------------------------------------------------------
Judge Sean H. Lane of the U.S. Bankruptcy Court for the Southern
District of New York authorized Advanced Contracting Solutions,
LLC's Asset Purchase Agreement, dated Dec. 19, 2017 with Trident
General Contracting, LLC, in connection with the sale of
substantially all of assets for approximately $4 million in cash
(less any amount paid to the estate for the right to cancel
existing contracts), plus assumed liabilities of approximately
$17.9 million, for a total purchase price of approximately $21.9
million.
The evidentiary hearings on the Motion were held on Jan. 26 and 29,
2018.
The sale is free and clear of all claims and encumbrances of any
person or entity.
Promptly following the Closing, the Debtor is authorized and
directed to satisfy the agreed amount of the Debtor's outstanding
secured indebtedness to the following creditors: (i) Signature
Bank; (ii) Liberty Mutual Insurance Co.; and (iii) Wells Fargo
Bank, N.A. and Wells Fargo Vendor Financial Service, LLC, from the
proceeds of Sale or otherwise, unless otherwise agreed.
Disclosure Schedule 1.6 to the Purchase Agreement identifies all
Contracts the Purchaser wishes to be assumed by the Debtor and
assigned by the Debtor to the Purchaser. The Debtor is authorized
to assume in the Bankruptcy Case and assign to the Purchaser, all
of the Acquired Contracts, provided that the Purchaser will pay all
scheduled and disclosed cure amounts in connection with such
assumption, and assign said Acquired Contracts to the Purchaser.
As the Debtor agreed with E.W. Howell Co., LLC, amounts outstanding
to E.W. Howell, including back charges and warranty/guarantee
obligations (if any), are included in the Assumed Liabilities and
will be paid by the Purchase in the ordinary course of business.
The Debtor will assign to the Purchaser any claim and cause of
action related to the Acquired Assets.
The automatic stay of section 362(a) of the Bankruptcy Code will
not apply to and otherwise will not prevent the exercise or
performance by any party of its rights or obligations under the
Purchase Agreement, including, without limitation, with respect to
any cash held in escrow pursuant to the provisions thereof.
The Sale Order will take effect immediately and will not be stayed
pursuant to Bankruptcy Rules 6004(g), 6004(h), 6006(d), 7062, or
otherwise.
About Advanced Contracting
Advanced Contracting Solutions, LLC -- http://www.acsnyllc.com/--
is a large open-shop concrete foundation and concrete
super-structure contractor.
Advanced Contracting Solutions sought protection under Chapter 11
of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 17-13147) on Nov.
6, 2017.
Judge Sean H. Lane presides over the case.
At the time of the filing, the Debtor estimated assets of $10
million to $50 million and liabilities of $50 million to $100
million.
Tracy L. Klestadt, Esq., Brendan M. Scott, Esq., and Fred Stevens,
Esq., at Klestadt Winters Jureller Southard & Stevens, LLP, serve
as the Debtor's bankruptcy counsel.
On Dec. 8, 2017, the U.S. Trustee for Region 2 appointed an
official committee of unsecured creditors. The Committee retained
Lowenstein Sandler LLP as its legal counsel; and Zolfo Cooper, LLC,
as its financial advisor and bankruptcy consultant.
AEON GLOBAL: Ibex Investors LLC Has 8.4% Stake as of Dec. 31
------------------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange
Commission, Ibex Investors LLC reported beneficial ownership of
627,784 shares (8.4%); Justin B. Borus reported beneficial
ownership of 627,784 shares (8.4%); and Ibex Microcap Fund LLLP
reported beneficial ownership of 626,951 shares (or 8.4%) of
shares of common stock of AEON Global Health Corp. as of Dec. 31,
2017.
The securities reported consist of 422,272 shares of common stock
and 200,000 shares of Series D Preferred Stock that are convertible
into 204,679 shares of common stock by Ibex Microcap. The
securities reported on this Schedule 13G that are held by Macro
Micro consists of 833 shares of common stock. Excluded from these
totals are warrants to purchase an additional 803,738 shares of
common stock that are not exercisable within 60 days of Feb. 2,
2018. Ibex is the investment adviser and general partner of Ibex
Microcap and Macro Micro, and consequently may be deemed to have
voting control and investment discretion over the securities owned
by Ibex Microcap and Macro Micro. Justin B. Borus is the manager
of Ibex. As a result, Mr. Borus may be deemed to be the beneficial
owner of any shares deemed to be beneficially owned by Ibex.
The calculation of percentage of beneficial ownership was
calculated based on 7,249,370 shares of common stock outstanding as
of Jan. 19, 2018 as reported in the Issuer's Form 10-Q filed with
the Securities and Exchange Commission on Jan. 26, 2018.
A full-text copy of the regulatory filing is available at:
https://is.gd/n2DbrH
About Aeon Global Health Corp.
Aeon Global Health Corp., formerly known as AuthentiDate Holding
Corp, is a provider of clinically actionable medical informatics.
Founded in 2011, Aeon is focused on the delivery of services that
exceed federal standards for quality and industry standards for
turn-around time. Operating out of a 30,000 square foot facility
built to FDA standards in suburban Atlanta, the Company provides a
comprehensive menu of diagnostic and laboratory-developed tests as
well as interpretative data for a wide range of inherited
conditions.
Authentidate Holding reported a net loss of $32.07 million on
$20.19 million of total net revenues for the year ended June 30,
2017, compared to net income of $5.26 million on $34.57 million of
total net revenues for the year ended June 30, 2016.
The Company's independent accounting firm IsnerAmper LLP in Iselin,
New Jersey, issued a "going concern" opinion in its report on the
consolidated financial statements for the year ended June 30, 2017,
noting that the Company has a working capital deficit and its
capital requirements have been and will continue to be significant,
which raise substantial doubt about its ability to continue as a
going concern.
AEROGROUP INTERNATIONAL: Feb. 12 Auction of All Assets Set
----------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware authorized the bidding procedures of Aerogroup
International, Inc. and affiliates in connection with the sale of
substantially all their assets free and clear of all claims, liens,
liabilities, interests and encumbrances.
Within one day after the entry of the Order, or as soon thereafter
as practicable, the Debtors (or their agents) will serve the Sale
Notice upon all interested parties.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: Feb. 9, 2018 at 5:00 p.m. (ET)
b. Deposit: 10% of the proposed purchase price
c. Stalking Horse Deadline: Feb. 5, 2018
d. Auction: The Auction will commence on Feb. 12, 2018 at
10:00 a.m. (ET) at the offices of Ropes & Gray LLP, 1211 Avenue of
the Americas, New York, New York.
e. The DIP Lender and the Prepetition Term Loan Agent will
each be deemed a Qualified Bidder and will not be required to
provide a Good Faith Deposit.
f. Sale Objection Deadline: Feb. 12, 2018 at 4:00 p.m. (ET)
g. Sale Hearing: Feb. 14, 2018 at 1:30 p.m. (ET)
A copy of the Bidding Procedures attached to the Order is available
for free at:
http://bankrupt.com/misc/Aerogroup_Intl_566_Order.pdf
As soon as practicable after the Auction, but no later than one day
after conclusion of the Auction, the Debtors will provide
electronic notice of the results thereof on the case docket. With
respect to the Executory Contracts, no later than Feb. 2, 2018, the
Debtors will file with the Court and serve on each party the Cure
Notice. The deadline for filing an objection to the Cure Amounts
will be Feb. 12, 2018 at 4:00 p.m. (ET). The deadline for filing
an objection to the assumption and assignment of an Executory
Contract on the basis of a lack of adequate assurance of future
performance will be Feb. 13, 2018 at 4:00 p.m. (ET).
At any time on or prior the Stalking Horse Deadline, the Debtors
(after consultation with the Consultation Parties) may enter into
one or more Stalking Horse Agreement with Qualified Bidders. The
Debtors will not enter into Stalking Horse Agreements with more
than one potential purchaser for a distinct set of Assets. Each
Stalking Horse Agreement will be subject to higher or better offers
at the Auction and will establish a minimum bid at the Auction for
the Assets included in the Stalking Horse Agreement. The Stalking
Horse Agreement may contain customary terms and conditions
providing the Stalking Horse Bidder with reasonable Bid
Protections.
If the Debtors enter into any such Stalking Horse Agreement(s), (a)
on or before the Stalking Horse Deadline, the agreement(s) will be
placed on the Court's docket and notice thereof will be given to
all parties who received notice of the Motion, all parties on the
Debtors' 2002 notice list and all Potential Bidders; and (b) the
Court will conduct a hearing on Feb. 6, 2018 at 9:00 a.m. (ET) to
approve the Debtors' entry into any Stalking Horse Agreement(s) and
consider approval of the proposed Bid Protections.
The Debtors will file a form of Sale Order as soon as practicable
prior to a Sale Hearing.
The Order will be effective and enforceable immediately upon
entry.
About Aerogroup International
Aerogroup International, Inc. -- http://www.aerosales.com/-- was
established in 1987 through a buyout of the What's What division of
Kenneth Cole. Doing business as Aerosoles, the company is a New
Jersey-based women's footwear brand offering a wide array of
footwear, including heels, flats, wedges, boots and sandals that
appeal to broad consumer tastes.
With plans to close 74 of 78 stores they are operating, Aerogroup
International, 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. 17-11962) on Sept. 15, 2017.
The cases are pending before the Honorable Kevin J. Carey.
Aerosoles disclosed $73 million in assets and $109 million in
liabilities as of the Petition Date.
Aerosoles' legal advisor in connection with the restructuring is
Ropes & Gray LLP. The Debtors hired Bayard, P.A. as co-counsel;
Berkeley Research Group, LLC as restructuring advisor; and
EisnerAmper, LLC, as accountant. Hilco Merchant Resources is
assisting on store closings. Prime Clerk LLC is the claims and
noticing agent.
On Sept. 26, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. No trustee or examiner
has been appointed.
On Oct. 24, 2017, the Debtors filed the Debtors' Joint Plan of
Reorganization.
ALLY FINANCIAL: BlackRock Has 5% Equity Stake as of Dec. 31
-----------------------------------------------------------
BlackRock, Inc. disclosed in a Schedule 13G filed with the
Securities and Exchange Commission that as of Dec. 31, 2017, it
beneficially owns 22,691,452 shares of common stock of Ally
Financial Inc., constituting 5.1 percent of the shares outstanding.
A full-text copy of the regulatory filing is available for free at
https://is.gd/1Q4YpS
About Ally Financial
Ally Financial Inc. (NYSE: ALLY), formerly GMAC Inc., is a digital
financial services company and a top 25 U.S. financial holding
company offering financial products for consumers, businesses,
automotive dealers and corporate clients. Ally's legacy dates back
to 1919, and the company was redesigned in 2009 with a distinctive
brand, innovative approach and relentless focus on its customers.
Ally has an award-winning online bank (Ally Bank Member FDIC and
Equal Housing Lender), which offers deposit, mortgage and credit
card products, one of the largest full service auto finance
operations in the country, a complementary auto-focused insurance
business, a growing digital wealth management and online brokerage
platform, and a trusted corporate finance business offering capital
for equity sponsors and middle-market companies.
GMAC obtained a $17 billion bailout from the U.S. government in
exchange for a 56.3 percent stake while allowing private equity
firm Cerberus Capital Management LP to keep 14.9 percent, and
General Motors Co. owning 6.7 percent.
Ally reported net income of $1.1 billion for the year ended Dec.
31, 2016, compared to net income of $1.28 billion for the year
ended Dec. 31, 2015. The Company's balance sheet as of Sept. 30,
2017, showed $164.01 billion in total assets, $150.44 billion in
total liabilities and $13.57 billion in total equity.
AMBOY GROUP: Needs Time to Finalize Talks With Prospective Buyers
-----------------------------------------------------------------
Amboy Group, LLC and CLU Amboy, LLC, ask the U.S. Bankruptcy Court
for the District of New Jersey to extend the time period in which
the Debtors have the exclusive right to file a Chapter 11 plan of
reorganization for a period of 90 days, until May 23, 2018, as well
as the deadline to solicit acceptances of said plan for a period of
60 days thereafter, until July 22, 2018.
The Court will conduct a hearing on Feb. 27, 2018 at 10:00 a.m. to
consider extending the Debtors' exclusivity periods.
The exclusive period for the Debtors to file a plan of
reorganization presently expires on Feb. 22, 2018.
The Debtors claim that they have received ample amount of interest
in purchase of the building in which the Debtors operate from
and/or to provide additional financing for operations.
Although the Debtors have made progress in connection with their
reorganization efforts, additional time is required to prepare and
finalize a plan of reorganization. The Debtors intend to use any
additionally time to complete their due diligence efforts in
finalizing negotiations with prospective purchasers and
subsequently submit a viable, good faith plan of reorganization.
Through this process, the Debtors anticipate a result that will be
fair, equitable and transparent to all of their creditors.
About Amboy Group
Amboy Group LLC, d/b/a Tommy Moloney's, d/b/a Agnelli's Gourmet,
d/b/a Amboy Cold Storage, is a provider of food products and
temperature controlled warehouses. Its food processing and cold
storage facility serves as a manufacturer/distributor of authentic
Irish and Italian meat products in America. Amboy Group's facility
is USDA, FDA and SQF 2000 certified.
CLU Amboy, LLC, is the fee simple owner of a real property located
at 1 Amboy Avenue Woodbridge, NJ 07095 with an appraised value of
$13 million. CLU Amboy reported gross revenue of $624,444 in 2016
and gross revenue of $644,066 in 2015.
Amboy Group holds a 51% interest in an American entity known as
Parmacotta-Amboy NA, LLC that distributes Italian meats. The
remaining 49% is owned by an American entity known as Parmacotto
America. Parmacotto America is owned by Paramcotto sPa. Parmacotto
sPa has been subject to insolvency proceedings in Italy for
approximately two and half years, during which time, no revenue has
flowed from Parmacotto sPa to Amboy Group. Amboy Group's gross
revenue amounted to $10.01 million in 2016 and $6.26 million in
2015.
Amboy Group LLC and its affiliate CLU Amboy filed Chapter 11
petitions (Bankr. D.N.J. Case Nos. 17-31653 and 17-31647) on Oct.
25, 2017. At the time of filing, the Amboy Group reported $1.48
million in assets and $7.11 million in liabilities, while CLU Amboy
reported $13.34 million in assets and $10.78 million in
liabilities.
The Hon. Christine M. Gravelle presides over the case.
The Debtors tapped Anthony Sodono, III, Esq. and Sari Blair
Placona, Esq. of Trenk, DiPasquale, Della Fera & Sodono, P.C., as
bankruptcy counsel. The Debtors hired Reitler Kailas & Rosenblatt
LLC as special counsel, and Thomas A. Ferro, P.C. as their
accountant.
AMERICAN LAND: Case Summary & Unsecured Creditor
------------------------------------------------
Debtor: American Land Development Corp.
P.O. Box 3226
South Padre Island, TX 78597
Business Description: American Land Development Corp. is a
privately held company in South Padre
Island, Texas that operates in the
land subdivision industry. The Company
listed itself as a Single Asset Real Estate
(as defined in 11 U.S.C. Section 101(51B)).
Chapter 11 Petition Date: February 5, 2018
Court: United States Bankruptcy Court
Southern District of Texas (Brownsville)
Case No.: 18-10036
Debtor's Counsel: Christopher Lee Phillippe, Esq.
LAW OFFICE OF CHRISTOPHER PHILLIPE
248 Billy Mitchell Blvd.
Brownsville, TX 78521
Tel: 956-544-6096
Fax: 956-982-1921
E-mail: clphillippe@cameroncountylawyer.com
Total Assets: $38,800
Total Liabilities: $3.42 million
The petition was signed by Paul M. Earnhart, president.
The Debtor lists II C.B., L.P. as its sole unsecured creditor,
holding a claim of $3.38 million.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/txsb18-10036.pdf
AMPLIFY SNACK: S&P Withdraws 'B' CCR on Acquisition by Hershey Co
-----------------------------------------------------------------
S&P Global Ratings withdrew all ratings on Amplify Snack Brands
Inc., including the 'B' corporate credit rating, the 'B'
issue-level and '3' recovery ratings on the company's $50 million
revolver due 2021, and the 'B' issue-level and '3' recovery ratings
on the company's $600 million first lien term loan due 2023. This
follows Hershey's acquisition of the company and repayment of its
debt.
ANTERO RESOURCES: S&P Raises CCR to 'BB+', Outlook Stable
---------------------------------------------------------
S&P Global Ratings raised its corporate credit rating on
Denver-based exploration and production (E&P) company Antero
Resources Corp. to 'BB+' from 'BB'. The outlook is stable.
S&P said, "We also raised our issue-level rating on the company's
senior unsecured notes to 'BB+' from 'BB'. The recovery rating
remains '3', indicating our expectation of meaningful (50%-70%;
rounded estimate: 65%) recovery for creditors in the event of a
payment default.
The upgrade is supported by Antero's recently announced financial
policy: the company expects to fund its capital spending through
internally generated cash flow, rather than relying on debt and
equity issuance or asset sale proceeds, as it has done in the past.
S&P said, "However, we still expect subsidiary Antero Midstream
L.P. to continue to finance increasing dividends with debt over the
next few years. Antero Midstream is fully consolidated with Antero
Resources, which owns about 53% of the subsidiary. The upgrade also
reflects our revised production growth rate and realized natural
gas liquids price assumptions for the next two years. The company
plans to run five drilling rigs in Marcellus and one drilling rig
in Utica to complete approximately 140 to 150 wells in 2018. We
expect the company to continue to post solid drilling success in
the Marcellus and Utica shale and potentially increase daily
production by 20% to near 2.7 billion cubic feet equivalent (bcfe)
by the end of 2018. The company's natural gas liquids (NGLs) price
realizations for the heavier liquids improved to over 60% of the
West Texas Intermediate (WTI) oil price, from the mid-40% range in
2016. We expect NGL price realizations to continue to trend upwards
once the Marine East 2 (ME2) pipeline is in service."
The stable outlook on Antero Resources Corp. reflects S&P Global
Ratings' expectation that the company will continue to increase
production, while maintaining FFO to debt above 35% and keeping
capital spending in line with operating cash flows over the next
two years. Furthermore, the company has 100% of estimated gas
production hedged for 2018 and 2019.
S&P said, "We could lower the ratings if Antero's cash flow
expectation weakened below our current expectations, such that FFO
to debt fell below 30% with no near-term remedy. Given our current
forecast for Antero and its favorable hedge position, we consider
such a decline unlikely over the next 12 months. We could also
consider a lower rating if the company pursued a more aggressive
financial policy that resulted in a deterioration of credit
measures.
"We could consider a positive rating action if Antero's
consolidated leverage measures improve such that FFO to total debt
exceeded 45% and debt to EBITDA declined closer to 2x on a
sustained basis. This would most likely occur if the company began
generating positive discretionary cash flow by further improving
profitability or executing greater capital efficiency. Additionally
for an upgrade, we need to expect that Antero will be committed to
maintaining a financial policy appropriate for an investment-grade
profile."
ART LLC: Taps Rimon P.C. as Legal Counsel
-----------------------------------------
ART LLC seeks approval from the U.S. Bankruptcy Court for the
Northern District of California to hire Rimon P.C. as its legal
counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; assist in negotiation and documentation of any
proposed financing arrangement or disposition of the Debtor's
assets; assist in the preparation of a plan of reorganization; and
provide other legal services related to its Chapter 11 case.
The firm's hourly rates are:
Paul Jasper $600
Phillip Wang $600
Associates/Counsel $380
Paraprofessionals $180
On Jan. 24, 2018, Rimon received a retainer in the sum of
$100,000.
Paul Jasper, Esq., disclosed in a court filing that his firm is
composed of "disinterested persons" within the meaning of Section
101(14) of the Bankruptcy Code.
The firm can be reached through:
Paul S. Jasper, Esq.
Phillip K. Wang, Esq.
Rimon P.C.
One Embarcadero Center, Suite 400
San Francisco, CA 94111
Tel: (415) 683-5472
E-mail: paul.jasper@rimonlaw.com
E-mail: phillip.wang@rimonlaw.com
About ART LLC
ART LLC, based in San Francisco, CA, filed a Chapter 11 petition
(Bankr. N.D. Cal. Case No. 18-30014) on Jan. 5, 2018. In the
petition signed by Artem Koshkalda, managing member, the Debtor
estimated $1 million to $10 million in assets and $10 million to
$50 million in liabilities. Judge Hannah L. Blumenstiel presides
over the case. The Debtor hired Jeffer Mangels Butler & Mitchell
LLP as its special counsel.
ASCENT RESOURCES MARCELLUS: Case Summary & 30 Top Unsec. Creditors
------------------------------------------------------------------
Lead Debtor: Ascent Resources Marcellus Holdings, LLC
aka American Energy Marcellus Holdings, LLC
3501 NW 63rd St.
Oklahoma City, OK 73116
Type of Business: Ascent Resources Marcellus Holdings, LLC,
together with its subsidiaries, is engaged
in natural gas and oil exploration and
production in the Marcellus shale, a rock
formation spanning portions of New York,
Pennsylvania, Ohio and West Virginia with
extensive untapped natural gas reserves.
ARM was established in July 2013 and operates
547 wells in West Virginia comprised of 225
producing shallow wells, 42 producing horizontal
Marcellus wells, 111 injection wells, 143 shut
in wells and 26 wells in various stages of
observation or work in progress. ARM has a
diversified sales portfolio with some ability to
sell to multiple markets, providing varied
pricing. ARM continues to control a significant
leasehold position in the southern Marcellus
shale in West Virginia; however, due to the
decline in commodity prices and ARM's financial
condition, ARM previously ceased its drilling
operations. ARM is headquartered in Oklahoma
City, Oklahoma.
Chapter 11 Petition Date: February 6, 2018
Affiliates that simultaneously filed Chapter 11 petitions:
Debtor Case No.
------ --------
Ascent Resources Marcellus Holdings, LLC 18-10265
Ascent Resources - Marcellus, LLC 18-10266
Ascent Resources Marcellus Minerals, LLC 18-10267
Court: United States Bankruptcy Court
District of Delaware (Delaware)
Judge: Hon. Laurie Selber Silverstein
Debtors'
General
Bankruptcy
Counsel: Andrew G. Dietderich, Esq.
Brian D. Glueckstein, Esq.
Alexa J. Kranzley, Esq.
SULLIVAN & CROMWELL LLP
125 Broad Street
New York, New York 10004
Tel: (212) 558-4000
Fax: (212) 558-3588
Email: dietdericha@sullcrom.com
gluecksteinb@sullcrom.com
kranzleya@sullcrom.com
Debtors'
Bankruptcy
Co-Counsel: Kara Hammond Coyle, Esq.
Pauline K. Morgan, Esq.
Joel A. Waite, Esq.
YOUNG CONAWAY STARGATT & TAYLOR, LLP
Rodney Square
1000 North King Street
Wilmington, Delaware 19801
Tel: (302) 571-6600
Fax: (302) 571-1253
Email: kcoyle@ycst.com
pmorgan@ycst.com
jwaite@ycst.com
Debtors'
Restructuring
Advisor: D.R. PAYNE & ASSOCIATES, INC.
Debtors'
Financial
Advisor: PJT PARTNERS
Debtors'
Notice,
Claims,
Solicitation
& Balloting
Agent: PRIME CLERK LLC
Web site: https://cases.primeclerk.com
Estimated Assets: $500 million to $1 billion
Estimated Liabilities: $1 billion to $10 billion
The petition was signed by Jennifer M. Grigsby, chief financial
officer.
A full-text copy of Ascent Resources Marcellus Holdings' petition
is available for free at:
http://bankrupt.com/misc/deb18-10265.pdf
Consolidated List of Debtors' 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Blue Racer Midstream, LLC Trade $4,000,000
5949 Sherry Lane, Ste 1300
Dallas, TX 75225-8036
Jay Shaw
Email: JShaw@caimanenergy.com
The Hoyt Foundation Litigation $1,500,000
c/o Mansell & Andrews Claim
14 N. Mercer St., Ste 532
New Castle, PA 16101-3732
Charles Mansell
Mansell & Andrews
Tel: 724-652-7470
Eureka Midstream, LLC Trade $250,000
1111 Louisiana, Ste 4520
Houston, TX 77002
Email: info@eurekamidstream.com
Antero Resources, Inc. Mineral $217,000
Attn: Linda Osborn, CPA Interest
1615 Wynkoop St.
Denver, CO 80202
Linda Osborn, CPA
Tel: 303-357-6741
Email: losborn@anteroresources.com
Hall Drilling LLC Trade $125,000
1137 E. Washington Ave.
Ellenboro, WV 26346-5001
Heather Taylor
Email: heathertaylor@halldrilling.com
Margaret H. Long (Decd) Mineral $104,000
Interest
The Hoyt Foundation Mineral $102,000
Interest
Hoyt Center for the Arts Mineral $102,000
Interest
Mary H. Lee (Decd) Mineral $97,000
Interest
Nancy E. Jolliffe Mineral $78,000
Email: Melanie.Joy.Adams@gmail.com Interest
DeepRock Disposal Solutions LLC Trade $60,000
Robert Barry Myers Est. Mineral $49,000
Email: Robbmyers11@gmail.com Interest
Geraldine A Davis (Decd) Mineral $43,000
Email: wturiano@farmersnational.com Interest
Waco Oil & Gas Inc. Mineral $42,000
Interest
Betty J. Woods Mineral $39,000
Interest
Jay Michael Myers Est. Mineral $36,000
Email: Robbmyers11@gmail.com Interest
Steven L. Long Mineral $33,000
Email: sclong@frontiernet.net Interest
Timothy R. Long Mineral $32,000
Interest
Ronald S. Sapp (Decd) Mineral $30,000
Interest
Arthur R. and Joan E. Miller Mineral $29,000
Email: dslwr@frontier.net Interest
John E. Steenerson Mineral $28,000
Interest
Beverly Morgan Mineral $26,000
Interest
Jane Morgan Mineral $26,000
Interest
Rev Inter Vivos TR Agreement of Mineral $23,000
Melba Jean Labadie Interest
John T. Robinson Jr. Mineral $23,000
Interest
Connie S. White Mineral $22,000
Interest
OXY USA, Inc Mineral $22,000
Interest
Gerald L. Huffman Mineral $20,000
Interest
Timothy Lew & Lea Ann Summers H/W Mineral $20,000
Interest
Barbara B. Highland Trust Mineral $20,000
Interest
ASCENT RESOURCES MARCELLUS: Prenegotiated Ch.11 Filed in Delaware
-----------------------------------------------------------------
Ascent Resources Marcellus Holdings, LLC and its wholly owned
subsidiaries, Ascent Resources - Marcellus, LLC ("ARM") and Ascent
Resources Marcellus Minerals, LLC commenced on February 6, 2018,
voluntary chapter 11 cases in the United States Bankruptcy Court
for the District of Delaware to implement a consensual financial
restructuring approved by certain holders of ARM's first and second
lien term loans.
The Debtors have requested that their cases be jointly administered
under Case No. 18-10265.
The ARM Restructuring is a negotiated balance sheet restructuring
being undertaken to reduce the long-term debt of, and improve the
liquidity of, the ARM Entities. The ARM Restructuring is not an
operational restructuring and is not intended to restructure or
compromise any vendor, service provider, contractor, lessor,
working interest owner or royalty owner obligations.
The pre-negotiated plan with lenders aims to reduce about $1
billion of debt and boost liquidity, reports Tracy Rucinski at
Reuters.
The company owes $708 million on a first lien and $348 million on a
second lien loan, a company spokeswoman said, according to
Reuters.
Ascent Resources Marcellus was founded by the late U.S. fracking
pioneer Aubrey McClendon. It is one of several energy companies
McClendon launched after he was ousted in 2013 during a corporate
governance crisis from Chesapeake Energy Corp, which he had founded
and built into one of the largest U.S. shale drillers. McClendon
died in a single-vehicle collision on March 2, 2016, a day after he
was indicted along with other unnamed co-conspirators on federal
charges of bid-rigging.
The Company said in a press statement Tuesday that the ARM Entities
on February 2, 2018, began the solicitation of votes to accept the
negotiated chapter 11 plan of reorganization from ARM's secured
creditors. Only holders of ARM's first and second lien term loans
are entitled to vote to accept or reject the Plan. Vendors and
service providers will not be impaired by the Restructuring and
will be paid in the ordinary course of business.
As of the chapter 11 filing, the ARM Entities have the creditor
votes necessary for the Plan to receive approval from the
Bankruptcy Court, with holders of 78% of the first lien term loans
and 79% of the second lien term loans having voted to accept the
Plan.
The ARM Entities expect to stay in chapter 11 for approximately 45
to 60 days, and continue to operate in the ordinary course of
business during this period.
Upon emergence from bankruptcy, a new board of directors will be
appointed for the ARM Entities, including one director appointed by
the current equity owners, and the ARM Entities will enter into a
new management services agreement with Ascent Resources Management
Services, LLC, whereby the existing management team will continue
to manage the day-to-day operations of the ARM Entities.
Ascent Resources, LLC, Ascent Resources Utica Holdings, LLC, Ascent
Resources - Utica, LLC and Ascent Resources Management Services,
LLC -- Ascent Entities -- are not included in the ARM Restructuring
and their operations remain unaffected by the ARM Restructuring.
The Ascent Entities are separate and distinct entities that have
their own capital structures, financing and operations. The Ascent
Entities do not guarantee any of the ARM Entities debt.
About Ascent Resources Marcellus
Oklahoma City-based Ascent Resources Marcellus Holdings, LLC and
its wholly owned subsidiaries, Ascent Resources - Marcellus, LLC
("ARM") and Ascent Resources Marcellus Minerals, LLC were formed to
acquire, explore for, develop, produce and operate natural gas and
oil properties in the Marcellus Shale. The ARM Entities currently
own or have the right to develop approximately 43,000 net acres in
northern West Virginia.
ASPIRA OF FLORIDA: S&P Puts 'BB' Bond Rating on Watch Negative
--------------------------------------------------------------
S&P Global Ratings placed its 'BB' long-term rating on Miami-Dade
County Industrial Development Authority's series 2016A industrial
development revenue bonds and 2016B taxable bonds, issued for
ASPIRA of Florida Inc. (Aspira) on CreditWatch with negative
implications.
"The CreditWatch placement reflects our view that there is at least
a one-in-two chance that we could lower the rating or change the
outlook within the next 90 days," said S&P Global Ratings credit
analyst Shivani Singh.
S&P said, "The CreditWatch placement reflects our view that the
current rating on Aspira could be pressured given our view that
Aspira's financial performance could have significantly weakened
and the charter renewal risk has increased. There has been
significant management and board turnover at the organization since
our last review, which has caused delays in information and has
increased our concern over the sufficiency of the information
provided. Management provided unaudited fiscal 2017 financials that
indicate uncertainty regarding Aspira's ability to meet its debt
service coverage covenant for the rated bonds. Given the financials
are unaudited and current management's limited experience with
prior year operations, we don't feel that we have sufficient
information to assess the appropriate rating level. We need
additional information, particularly the release of Aspira's fiscal
2017 audited financials in February to assess the magnitude of any
credit deterioration."
The CreditWatch placement also reflects the potential increase in
charter renewal risk based on poor academic performance at one of
the three obligated group schools. S&P said, "We expect to have a
full discussion with its charter authorizer and await release of
Aspira's fiscal 2017 audit within the CreditWatch period. Should
charter renewal pose a risk following discussions with the charter
authorizer, or audited fiscal 2017 financials indicate a debt
service coverage covenant violation or deterioration of credit
quality, we could lower the rating by one or more notches.
Conversely, we could consider revising the outlook to stable, if
both charter renewal and covenant violation risks are managed, with
other financial metrics consistent with the current rating."
ASPIRA of Florida, Inc. started in 1982 as ASPIRA Youth Leadership
Program, as a part of the national APSIRA Association, with a
vision to empower the Puerto Rican and Latino community through
advocacy and the education and leadership development of its youth.
In 2000, ASPIRA opened its first charter school in Miami, ASPIRA
Raul Arnaldo Martinez (RAM) Charter School. It has since opened up
two other schools, ASPIRA Leadership and College Preparatory
Academy (LCPA) and ASPIRA Arts Design Communication (Arts DECO)
Charter School. ASPIRA RAM and ASPIRA Arts DECO currently serve
grades 6-8 and ASPIRA LCPA serves grades K-2 and 6-8.
AUTHENTIDATE HOLDING: Changes Name to 'AEON Global Health Corp'
---------------------------------------------------------------
Authentidate Holding Corp. has completed its previously announced
corporate name change to Aeon Global Health Corp. The name change
is effective immediately. In addition, effective as of the start
of trading on Feb. 1, 2018, the Company's common stock began being
quoted on the OTC Markets Group, Inc.'s OTCQB tier under the new
symbol "AGHC". The name change is part of the company's broader
rebranding effort and directly reflects its growth initiatives to
enhance its suite of service offerings and to introduce its growing
array of services to customers in foreign markets, including Latin
America and the Middle East. The change to the company's trading
symbol is also intended to increase its profile within the
investment community.
Aeon Global Health's primary business focus is offering a
"personalized medicine" approach to laboratory testing services to
provide customers with actionable medical information. Aeon is an
innovator in the genomic testing area with a comprehensive menu of
genetic tests and a pipeline of additional molecular-based tests in
development. The new corporate identity will quickly convey who we
are to our target markets.
"2018 marks a year of new opportunities for Aeon Global Health,"
said Sonny Roshan, Chairman and CEO. "This year, we anticipate
advancing our growth trajectory as we expand both our portfolio of
services and solutions as well as our market presence and continue
to differentiate ourselves while creating a world class brand."
"Our new name, Aeon Global Health, conveys our commitment to our
customers as an innovator in the laboratory testing and healthcare
diagnostics space. It also signals our plans to expand our
business into international markets. At Aeon, we offer a broad
array of advanced solutions that are well-aligned with long-term
healthcare trends as we focus on delivering clinically actionable
healthcare data which can lead to improved outcomes for multiple
stakeholders. Our new name expresses our core mission to
positively impact patients and physicians through innovation and
leadership in the field of healthcare diagnostics," Roshan added.
Beginning Feb. 1, 2018 all information, including stock trading and
market data will be reported under the new ticker symbol, "AGHC".
The CUSIP for the Company's common stock will change to 00774U 107.
The name change does not affect the rights of the Company's
stockholders. Its current stockholders will not need to exchange
their current stock certificates, as the stock certificates
reflecting its prior corporate name will continue to be valid.
About Aeon Global Health Corp.
Aeon Global Health Corp., formerly known as AuthentiDate Holding
Corp, is a provider of clinically actionable medical informatics.
Founded in 2011, Aeon is focused on the delivery of services that
exceed federal standards for quality and industry standards for
turn-around time. Operating out of a 30,000 square foot facility
built to FDA standards in suburban Atlanta, the Company provides a
comprehensive menu of diagnostic and laboratory-developed tests as
well as interpretative data for a wide range of inherited
conditions.
Authentidate Holding reported a net loss of $32.07 million on
$20.19 million of total net revenues for the year ended June 30,
2017, compared to net income of $5.26 million on $34.57 million of
total net revenues for the year ended June 30, 2016.
The Company's independent accounting firm IsnerAmper LLP in Iselin,
New Jersey, issued a "going concern" opinion in its report on the
consolidated financial statements for the year ended June 30, 2017,
noting that the Company has a working capital deficit and its
capital requirements have been and will continue to be significant,
which raise substantial doubt about its ability to continue as a
going concern.
AUTO SUPPLY: Fisher $10M Bid to Open Feb. 23 Auction of All Assets
------------------------------------------------------------------
Judge Lena Mansori James of the U.S. Bankruptcy Court for the
Middle District of North Carolina authorized Auto Supply Co.,
Inc.'s bidding procedures and its Asset Purchase Agreement with
Fisher Auto Parts, Inc., in connection with the sale of
substantially all of its assets for $10 million subject to
adjustments, subject to overbid.
The provisions of the Asset Purchase Agreement and Auction Bidding
Procedures providing for the reduced Expense Reimbursement are
approved in all respects, and the Debtor will pay the reduced
Expense Reimbursement to Fisher if: (a) Fisher is not in breach of
or default under the Asset Purchase Agreement and (b) Fisher is not
the Successful Bidder.
If Fisher is the purchaser of the Assets at a price in excess of
the Stalking Horse Offer, then Fisher will receive a credit in the
amount of the Expense Reimbursement with regard to the price paid
by Fisher at the closing of the sale of the Assets. By submitting
an Acceptable Upset Bid, all Qualified Bidders, except Fisher, will
be deemed to have waived any right to seek a claim for an expense
reimbursement, fees or other costs pursuant to Section 503 of the
Bankruptcy Code.
Wells Fargo may credit bid at the Auction pursuant to Section
363(k) of the Bankruptcy Code; provided however, the Committee
retains its right to examine the liens and claims of Wells Fargo
pursuant to the Investigation Period as defined in the Final DIP
Order, and challenge the allowed claim of Wells Fargo.
The applicable reduced Expense Reimbursement will be payable to
Fisher as an administrative expense of the Debtor's estate pursuant
to Sections 503(b) and 507(a)(1) of the Bankruptcy Code and will be
paid at closing from the proceeds of the sale of the Assets to a
Successful Bidder other than Fisher.
The salient terms of the Bidding Procedures are:
a. Sale Participation Deadline: Feb. 19, 2018
b. Bid Deadline: Feb. 21, 2018
c. Deposit: $100,000
d. Upset Bids: $450,000 in excess of the value of the Stalking
Horse Offer to account for (i) the Expense Reimbursement and
(ii) an initial overbid in the amount of $150,000
e. Auction: The Auction will be conducted in the offices of
Blanco Tackabery & Matamoros, P.A., 110 S. Stratford Road, Suite
500, Winston-Salem, North Carolina on Feb. 23, 2018.
f. Bid Increments: $150,000
g. Deadline for objections to Sale and Cure Amounts: Feb. 27,
2018 at 4:00 p.m.
h. Final Sale Hearing: Feb. 28, 2017
i. Closing: Closing must occur within three business days of
the date the Final Sale Order becomes final.
j. Expense Reimbursement: $300,000
A copy of the Bidding Procedures attached to the Order is available
for free at:
http://bankrupt.com/misc/Auto_Supply_147_Order.pdf
The Debtor will file a Report of Sale with the Court by 10:00 a.m.
on Feb. 26, 2018.
The form and manner of the Notice of Sale is approved. The Debtor
will serve the Notice of Sale along with the Order, the Cure
Notice, and the Auction Bidding Procedures within three business
days after entry of the Order upon all Notice Parties.
The Debtor may assume the Contracts and Leases, and assign them to
Fisher or other Successful Bidder, subject to final approval at the
Final Sale Hearing.
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., Inc., sought Chapter 11 protection (Bankr.
M.D. N.C. Case No. 18-50018) on Jan. 8, 2018. In the petition
signed by Charles A. Key, Jr., president, the Debtor disclosed
total assets at $13.17 million and total debt of $22.04 million.
The case is assigned to Judge Lena M. James.
The Debtor tapped Ashley S. Rusher, Esq., at Blanco Tackabery &
Matamoros, P.A. as counsel.
BIOSCRIP INC: BlackRock Has 5.2% Stake as of Dec. 31
----------------------------------------------------
BlackRock, Inc. reported to the Securities and Exchange Commission
that as of Dec. 31, 2017, it beneficially owns 6,584,105 shares of
common stock of BioScrip, Inc., constituting 5.2 percent of the
shares outstanding. A full-text copy of the Schedule 13G is
available for free at https://is.gd/aCqrey
About BioScrip, Inc.
Headquartered in Denver, Colo., BioScrip, Inc. --
http://www.bioscrip.com/-- is a national provider of infusion
service that partners with physicians, hospital systems, skilled
nursing facilities and healthcare payors to provide patients access
to post-acute care services. The Company operates with a
commitment to bring customer-focused infusion therapy services into
the home or alternate-site setting. By collaborating with the full
spectrum of healthcare professionals and the patient, the Company
aims to provide cost-effective care that is driven by clinical
excellence, customer service and values that promote positive
outcomes and an enhanced quality of life for those whom it serves.
BioScrip incurred a net loss attributable to common stockholders of
$50.59 million for the year ended Dec. 31, 2016, compared to a net
loss attributable to common stockholders of $309.51 million for the
year ended Dec. 31, 2015. As of Sept. 30, 2017, Bioscrip had
$590.24 million in total assets, $588.80 million in total
liabilities, $2.73 million in series A convertible preferred stock,
$76.70 million in series C convertible preferred stock, and a total
stockholders' deficit of $77.99 million.
* * *
Moody's Investors Service affirmed BioScrip, Inc.'s 'Caa2'
Corporate Family Rating. BioScrip's Caa2 CFR reflects the
company's very high leverage and weak liquidity, as reported by the
TCR on Aug. 3, 2017.
In July 2017, S&P Global Ratings affirmed its 'CCC' corporate
credit rating on BioScrip Inc. and removed the rating from
CreditWatch, where it was placed with negative implications on Dec.
16, 2016. The outlook is positive. "The rating affirmation
reflects our view that, although BioScrip addressed its upcoming
maturities by refinancing its senior secured credit facilities and
improved its liquidity position, the company's credit measures will
remain weak in 2017 with debt leverage of about 14x (including our
treatment of preferred stock as debt) and funds from operations
(FFO) to debt in the low single digits. We expect the company to
use about $15 million - $20 million of cash in 2017, inclusive of
cash charges associated with restructuring following the recently
announced United Healthcare contract termination."
BIOSCRIP INC: North Tide Ceases to be a Shareholder as of Dec. 31
-----------------------------------------------------------------
North Tide Capital Master, LP, North Tide Capital, LLC, and Conan
Laughlin reported to the Securities and Exchange Commission that as
of Dec. 31, 2017, they have ceased to be the beneficial owners of
shares of common stock of Bioscrip Inc. A full-text copy of the
regulatory filing is available for free at:
https://is.gd/uf7147
About BioScrip, Inc.
Headquartered in Denver, Colo., BioScrip, Inc. --
http://www.bioscrip.com/-- is a national provider of infusion
service that partners with physicians, hospital systems, skilled
nursing facilities and healthcare payors to provide patients access
to post-acute care services. The Company operates with a
commitment to bring customer-focused infusion therapy services into
the home or alternate-site setting. By collaborating with the full
spectrum of healthcare professionals and the patient, the Company
aims to provide cost-effective care that is driven by clinical
excellence, customer service and values that promote positive
outcomes and an enhanced quality of life for those whom it serves.
BioScrip incurred a net loss attributable to common stockholders of
$50.59 million for the year ended Dec. 31, 2016, compared to a net
loss attributable to common stockholders of $309.51 million for the
year ended Dec. 31, 2015. As of Sept. 30, 2017, Bioscrip had
$590.24 million in total assets, $588.80 million in total
liabilities, $2.73 million in series A convertible preferred stock,
$76.70 million in series C convertible preferred stock, and a total
stockholders' deficit of $77.99 million.
* * *
Moody's Investors Service affirmed BioScrip, Inc.'s 'Caa2'
Corporate Family Rating. BioScrip's Caa2 CFR reflects the
company's very high leverage and weak liquidity, as reported by the
TCR on Aug. 3, 2017.
In July 2017, S&P Global Ratings affirmed its 'CCC' corporate
credit rating on BioScrip Inc. and removed the rating from
CreditWatch, where it was placed with negative implications on Dec.
16, 2016. The outlook is positive. "The rating affirmation
reflects our view that, although BioScrip addressed its upcoming
maturities by refinancing its senior secured credit facilities and
improved its liquidity position, the company's credit measures will
remain weak in 2017 with debt leverage of about 14x (including our
treatment of preferred stock as debt) and funds from operations
(FFO) to debt in the low single digits. We expect the company to
use about $15 million - $20 million of cash in 2017, inclusive of
cash charges associated with restructuring following the recently
announced United Healthcare contract termination."
BIOSTAR PHARMACEUTICALS: Hires Centurion ZD CPA as New Accountants
------------------------------------------------------------------
Mazars CPA Limited has tendered its resignation as Biostar
Pharmaceuticals, Inc.'s independent registered public accounting
firm, effective as of Jan. 31, 2018. Mazars' determination not to
seek re-appointment as the Company's independent auditors followed
its policy to withdraw from the market in auditing public companies
in the U.S.
Mazars reported on the Company's financial statements for the years
ended as of Dec. 31, 2016 and 2015, respectively. Its reports on
the Company's financial statements for the fiscal periods as of
Dec. 31, 2016 and 2015, respectively, did not contain an adverse
opinion or a disclaimer of opinion, and were not qualified or
modified as to uncertainty, audit scope, or accounting principles
except that the Mazars report on the Company's financial statements
for the fiscal years ended Dec. 31, 2016 and 2015 draw attention to
(1) deposits paid for intended acquisitions, (2) uncertainty
whether the Company was able to continue as a going concern as the
Company had experienced a substantial decrease in sales volume
which resulting a net loss for the years ended Dec. 31, 2016 and
2015 and part of the Company's buildings and land use rights were
subject to litigation between an independent third party and the
Company's chief executive officer, and the title of these buildings
and land use rights had been seized by the PRC Courts so that the
Company could not be sold without the Court's permission, and that
the Company previously violated its financial covenants included in
certain short-term bank loans.
The Company said that during its two most recent fiscal years ended
Dec. 31, 2016 and the interim period through the effective date of
Mazars' resignation, (i) there were no disagreements with Mazars on
any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to Mazars' satisfaction, would have
caused it to make reference to the subject matter of such
disagreements in its reports on the Company's consolidated
financial statements for such year, and (ii) there were no
reportable events as defined in Item 304(a)(1)(v) of Regulation
S-K.
Engagement of Centurion ZD CPA Limited
On Jan. 31, 2018, the Company engaged Centurion ZD CPA Limited,
located at Unit 1304, 13/F, Two Harbourfront, 22 Tak Fung Street,
Hunghom, Hong Kong, as its new independent registered public
accounting firm to audit the Company's financial statements for the
year ended Dec. 31, 2017 and the related consolidated statement of
operations and comprehensive income, consolidated statement of
equity and consolidated statement of cash flows for the year then
ended; Centurion will also review the quarterly and year-to-date
2018 consolidated financial statements of the Company to be
included in the Company's quarterly filings on Form 10-Q for 2018.
The engagement was reviewed, recommended and approved by the Audit
Committee, and will be effective as of Jan. 31, 2018.
During each of the Company's two most recent fiscal years and
through the date of this report, (a) the Company has not engaged
Centurion as either the principal accountant to audit the Company's
financial statements, or as an independent accountant to audit a
significant subsidiary of the Company and on whom the principal
accountant is expected to express reliance in its report; and (b)
the Company or someone on its behalf did not consult Centurion with
respect to (i) either: the application of accounting principles to
a specified transaction, either completed or proposed; or the type
of audit opinion that might be rendered on the Company's financial
statements, or (ii) any other matter that was either the subject of
a disagreement or a reportable event as set forth in Items
304(a)(1)(iv) and (v) of Regulation S-K.
About Biostar Pharmaceuticals
Based in Xianyang, China, Biostar Pharmaceuticals, Inc., through
its wholly owned subsidiary and controlled affiliate in China --
http://www.biostarpharmaceuticals.com/-- develops, manufactures,
and markets pharmaceutical and health supplement products for a
variety of diseases and conditions.
Biostar incurred a net loss of $5.69 million in 2016 and a net loss
of $25.11 million in 2015. As of Sept. 30, 2017, the Company had
$41.42 million in total assets, $5.27 million in total liabilities,
all current, and $36.14 million in total stockholders' equity.
Mazars CPA Limited, Certified Public Accountants, in Hong Kong,
issued a "going concern" qualification on the consolidated
financial statements for the year ended Dec. 31, 2016, stating that
the Company had experienced a substantial decrease in sales volume
which resulting a net loss for the year ended Dec. 31, 2016. Also,
part of the Company's buildings and land use rights are subject to
litigation between an independent third party and the Company's
chief executive officer, and the title of these buildings and land
use rights has been seized by the PRC Courts so that the Company
cannot be sold without the Court's permission. In addition, the
Company already violated its financial covenants included in its
short-term bank loans. These conditions raise substantial doubt
about the Company's ability to continue as a going concern.
BIOSTAR PHARMACEUTICALS: Liao Huiping Fills Board Vacancy
---------------------------------------------------------
Liu Qinghua, an independent director of the Board of Directors of
Biostar Pharmaceuticals, Inc. delivered to the Board her
resignation letter as a Board member at large effective as of Jan.
29, 2018, as disclosed in a Form 8-K filed by Biostar with the
Securities and Exchange Commission. She noted that her resignation
from the Board was to allow her to focus on other commitments
unrelated to the Company. The Company said Liu Qinghua's
resignation was not for any disagreements with the Company, its
management or the Board. The Company wishes to thank her for her
service to the Company and the Board.
Following the resignation, the Board appointed Liao Huiping to fill
the vacancy on the Board also as a Board member at large.
Currently, the Board consists of five members: Ronghua Wang
(Chairman), Melissa Fan Chen, Haipeng Wu, Zhanxiang Ma and Liao
Huiping, of which Melissa Fan Chen, Haipeng Wu and Zhanxiang Ma are
deemed "independent" Board members.
Liao Huiping holds an accounting degree from Xi'an University of
Technology (1990). She is currently the general manager of Shaanxi
Weinan Huaren Pharmaceutical Co., Ltd. Liao has acted as general
manager of Shaanxi Weinan Huaren Pharmaceutical Co., Ltd. since
July 2017. From September 2015 to July 2017, Liao served as the
sales manager and deputy general manager of Shaanxi Weinan Huaren
Pharmaceutical Co., Ltd. From January 2007 to September 2015, Liao
took the position of general manager in Hong Kong Venture Yu Hong
Co., Ltd. From July 1990 to January 2007, Liao worked in Shenzhen
Yue Kai Peng Industrial Development Co., Ltd as accountant,
financial manager and deputy general manager.
The Company said there is no arrangement or understanding between
Liao Huiping and any other persons pursuant to which she was
appointed as discussed above. Nor are there any family
relationships between Liao Huiping and any executive officers and
directors. Further, there are no transactions involving the
Company which transaction would be reportable pursuant to Item
404(a) of Regulation S-K promulgated under the Securities Act of
1933, as amended.
About Biostar Pharmaceuticals
Based in Xianyang, China, Biostar Pharmaceuticals, Inc., through
its wholly owned subsidiary and controlled affiliate in China --
http://www.biostarpharmaceuticals.com/-- develops, manufactures,
and markets pharmaceutical and health supplement products for a
variety of diseases and conditions.
Biostar incurred a net loss of $5.69 million in 2016 and a net loss
of $25.11 million in 2015. As of Sept. 30, 2017, the Company had
$41.42 million in total assets, $5.27 million in total liabilities,
all current, and $36.14 million in total stockholders' equity.
Mazars CPA Limited, Certified Public Accountants, in Hong Kong,
issued a "going concern" qualification on the consolidated
financial statements for the year ended Dec. 31, 2016, stating that
the Company had experienced a substantial decrease in sales volume
which resulting a net loss for the year ended Dec. 31, 2016. Also,
part of the Company's buildings and land use rights are subject to
litigation between an independent third party and the Company's
chief executive officer, and the title of these buildings and land
use rights has been seized by the PRC Courts so that the Company
cannot be sold without the Court's permission. In addition, the
Company already violated its financial covenants included in its
short-term bank loans. These conditions raise substantial doubt
about the Company's ability to continue as a going concern.
BLACK PRESS: S&P Cuts CCR to CCC+ on Weaker Earnings, Outlook Neg.
------------------------------------------------------------------
S&P Global Ratings said it lowered its long-term corporate credit
rating on Black Press Ltd. to 'CCC+ from 'B-'. The outlook is
negative.
S&P Global Ratings also lowered its issue-level rating on the
company's senior secured notes to 'B' from 'B+'; the '1' recovery
rating on the debt is unchanged, representing very high (90%-100%;
rounded estimate 95%) recovery in default.
The downgrade and negative outlook reflects declining revenues and
EBITDA indicating the secular pressures print advertisers are
facing globally. Industry headwinds from increased digital
competition and higher fragmentation of advertising dollars will
continue to affect Black Press' print operations. Due to the high
fixed-cost nature of the business, declining revenues will continue
to pressure margins and translate into lower free cash flow
generation. For the 12 months ended Nov. 30, 2017, year-over-year
revenues have declined by about 9%. However in comparison, adjusted
EBITDA has declined by about 30% as lower revenues reduce the
company's fixed cost absorption. Adjusted EBITDA margins have
declined by about 400 basis points to the mid teen percentage
range. S&P believes if revenues and EBITDA continue to decline at
current rates without any concurrent reduction in fixed costs, the
company could be hard pressed to service its fixed charges, which
S&P calculates to be about C$40 million.
S&P said, "The negative outlook reflects our view that a further
weakening of revenue and EBITDA over the next 12-18 months could
affect the company's ability to service its fixed charges of C$40
million from available liquidity. Under this scenario, we believe
there will be an increased risk another covenant breach or a high
likelihood of another refinancing (or restructuring) if no
additional assets are sold.
"We could lower the rating by multiple notches if Black Press is
unable to refinance its looming maturities and secure an ABL to
fund short-term working capital needs. We could also lower the
rating if EBITDA continues to decline above 20% over the next 12
months, limiting the company's ability to cover fixed charges. In
addition, a higher earnings shortfall or unanticipated
restructuring costs could also lead to tighter fixed charge
coverage and increase the risks for a missed payment or possible
debt restructuring.
"We could revise the outlook to stable if the company shows
improved operations reflected through improved revenues and EBITDA
in the next 12 months. At the same time we assume that the company
has successfully refinanced its 2018 maturities, improved
liquidity, and is in compliance with its amended covenants with
adequate headroom."
BOB COOK COMPANY: Case Summary & 2 Unsecured Creditors
------------------------------------------------------
Debtor: Bob Cook Company LLC
425 Watt Ave
Sacramento, CA 95864
Type of Business: Bob Cook Company LLC is a privately held company
engaged in activities related to real estate.
The Company owns in fee simple a single family
residence (4,348 square feet, four bedrooms, 2.5
bath, built in 1991) located at 6416 Orange Hill
Lane, Carmichael CA 95608. The Property has a
comparable sale value of $1.39 million. The
Company previously sought bankruptcy protection
on Jan. 3, 2018 (Bankr. E.D. Cal. Case No. 18-
20048).
Chapter 11 Petition Date: February 2, 2018
Court: United States Bankruptcy Court
Eastern District of California (Sacramento)
Case No.: 18-20604
Judge: Hon. Robert S. Bardwil
Debtor's Counsel: Gabriel E. Liberman, Esq.
LAW OFFICES OF GABRIEL LIBERMAN, APC
2033 Howe Ave #140
Sacramento, CA 95825
Tel: 916-485-1111
E-mail: attorney@4851111.com
Total Assets: $1.39 million
Total Liabilities: $966,798
The petition was signed by Robert A. Cook, managing member.
A full-text copy of the petition, along with a list of two
unsecured creditors, is available for free at:
http://bankrupt.com/misc/caeb18-20604.pdf
BON-TON STORES: Bankruptcy Court Approves First Day Motions
-----------------------------------------------------------
The Bon-Ton Stores, Inc., on Feb. 6, 2018, disclosed that the U.S.
Bankruptcy Court for the District of Delaware approved all of the
Company's first day motions related to its voluntary petitions for
a Chapter 11 financial restructuring. Collectively, the approvals
at a hearing on February 6 will support the Bon-Ton business and
enable the Company to meet its financial obligations throughout the
financial restructuring process.
Bill Tracy, President and Chief Executive Officer, said, "The
Court's approvals of our First Day motions are an important step
forward in our financial restructuring process that will allow the
Company to continue operating in the normal course and executing on
our key initiatives to drive improved performance. We intend to
use the additional time and financial flexibility of this
court-supervised process to engage with potential investors and our
debtholders on a financial restructuring plan as well as evaluate
options for our business."
Mr. Tracy continued, "Across our seven well-loved brands, we
continue to deliver the exceptional shopping experience customers
expect in our stores and across e-commerce and mobile platforms. I
want to thank our associates for their ongoing hard work and
dedication to our customers as we move through this process."
The Court today approved authorization for Bon-Ton to access up to
$725 million in debtor-in-possession ("DIP") financing from its
existing ABL lenders. The Company also received authorization to
continue payment of wages, provide health and other benefits to
employees, and to pay vendors in the ordinary course for all goods
and services provided on or after the Chapter 11 filing date.
As previously announced, on February 4, 2018 Bon-Ton and its
subsidiaries filed voluntary petitions for a court-supervised
financial restructuring under Chapter 11 of the United States
Bankruptcy Code in the U.S. Bankruptcy Court for the District of
Delaware. The Company's stores, e-commerce and mobile platforms
under the Bon-Ton, Bergner's, Boston Store, Carson's,
Elder-Beerman, Herberger's and Younkers nameplates are open and
operating as usual. The Company is closing 47 stores in 2018, four
of which closed in January and one store that is near completion,
and an additional 42 at which store closing sales began on February
1, 2018 and will run for approximately 10 to 12 weeks. A full list
of those locations can be found on the Company's investor relations
website.
Additional information is available on the Company's restructuring
website at bontonrestructuring.com. Court filings and other
documents related to the court-supervised process are available at
https://cases.primeclerk.com/bonton or by calling the Company's
claims agent, Prime Clerk, at (844) 253-1011 (toll-free in the
U.S.) or (347) 338-6537 (for parties outside the U.S.).
Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as the
Company's legal counsel, AlixPartners LLP is serving as
restructuring advisor and PJT Partners, Inc. is acting as financial
advisor.
About The Bon-Ton Stores
The Bon-Ton Stores, Inc. (OTCQX: BONT) -- http://www.bonton.com/--
with corporate headquarters in York, Pennsylvania and Milwaukee,
Wisconsin, operates 256 stores, which includes nine furniture
galleries and four clearance centers, in 23 states in the
Northeast, Midwest and upper Great Plains under the Bon-Ton,
Bergner's, Boston Store, Carson's, Elder-Beerman, Herberger's and
Younkers nameplates. The stores offer a broad assortment of
national and private brand fashion apparel and accessories for
women, men and children, as well as cosmetics and home furnishings.
BON-TON STORES: S&P Revises CCR to 'D' on Chapter 11 Filing
-----------------------------------------------------------
S&P Global Ratings revised its corporate credit rating on York,
Pa.-based department store Bon-Ton Stores Inc. to 'D' from 'SD-'
following the company's Chapter 11 bankruptcy filing.
Bon-Ton has received a commitment from its existing ABL lenders for
up to $725 million in debtor-in-possession (DIP) financing which,
subject to court approval, is expected to support the company's
operations during the financial restructuring process.
The issue-level rating on the company's secured second-lien notes
remains 'D'. The '5' recovery rating on the debt is unchanged,
indicating our expectation for modest recovery (10%- 30%; rounded
estimate: 10%) of principal and prepetition interest.
On Feb. 4, Bon-Ton Stores Inc. announced that it filed for Chapter
11 bankruptcy protection. As previously announced, the company
plans to close 47 stores in 2018, four of which closed in January.
BOSTON HOSPITALITY: $1.4M Sale of 3 Restaurant Businesses Approved
------------------------------------------------------------------
Judge Patrick M. Flatley of the U.S. Bankruptcy Court for the
Northern District of West Virginia authorized Boston Hospitality
Group, Inc.'s sale of the restaurant businesses located at (i) 226
Comfort Inn, Morgantown, West Virginia; (ii) 1165 Mall Run Road,
Uniontown, Pennsylvania; and (iii) 383 Patterson Drive, Morgantown,
West Virginia, together with the leases to the premises, the stock
in trade, furniture, fixtures, equipment, telephone number, trade
name, all other assets used and owned by the Debtor and its
subsidiaries in connection with the operation of the restaurant
businesses, all right, title and interest in and to any point of
sale, equipment and all software, and any prepaid rent and
utilities, to Emily Holdings, LLC, for approximately $1,400,000.
The sale is free and clear of all liens and encumbrances, subject
only to the claims and liens of United Bank.
The sale will close within 120 days from the date of entry of the
Order.
About Boston Hospitality Group
Headquartered in Morgantown, West Virginia, Boston Hospitality
Group Inc. is a privately-held company operating under the
restaurants industry. The Boston Beanery concept was patterned
after old Boston pubs from the 1800's, which at that time were
called Beaneries. The company now has five Boston Beanery
locations across West Virginia, Pennsylvania, and Virginia.
Boston Hospitality, Beanery 119 LLC, Boston Restaurants - PA Inc.,
and Beanery Investment Group, Inc. sought protection under Chapter
11 of the Bankruptcy Code (Bankr. N.D. W.Va. Case Nos. 17-00710 to
17-00713) on July 1, 2017. Patrick J. Padula, president, signed
the petition. The cases are jointly administered.
At the time of the filing, Boston Hospitality estimated assets and
liabilities of $1 million to $10 million.
The Debtors hired Johnson Law LLC and J. Frederick Wiley, PLLC, as
counsel.
On July 19, 2017, the Court consolidated the four bankruptcy cases,
with Boston Hospitality Group, Inc., Case No. 17-00710, as the lead
case.
BRANDENBURG FAMILY: Taps Mehlman Greenblatt as Legal Counsel
------------------------------------------------------------
The Brandenburg Family Limited Partnership seeks approval from the
U.S. Bankruptcy Court for the District of Maryland to hire Mehlman,
Greenblatt & Hare, LLC as its legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; assist in the preparation of a plan of
reorganization; and provide other legal services related to its
Chapter 11 case.
Gary Greenblatt, Esq., and Constance Hare, Esq., the attorneys who
will be handling the case, will charge $400 per hour and $350 per
hour, respectively. They will be employed under a general retainer
of $16,000.
Mr. Greenblatt disclosed in a court filing that all members of his
firm are "disinterested persons" as defined in section 101(14) of
the Bankruptcy Code.
The firm can be reached through:
Gary R. Greenblatt, Esq.
Mehlman, Greenblatt & Hare, LLC
723 S. Charles Street, Suite LL3
Baltimore, MD 21230
Phone: 410-547-0300
Fax: (410) 547-7474
E-mail: grgreen@mehl-green.com
info@mehl-green.com
About The Brandenburg Family
Limited Partnership
Based in Jefferson, Maryland, The Brandenburg Family Limited
Partnership sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Md. Case No. 18-11041) on Jan. 25, 2018. In the
petition signed by Dwight C. Brandenburg, managing partner, the
Debtor estimated assets and liabilities of $1 million to $10
million. Judge Thomas J. Catliota presides over the case.
Mehlman, Greenblatt & Hare, LLC, is the Debtor's legal counsel.
BRAZIL MINERALS: Lancaster Brazil Has 19.5% Stake as of Dec. 28
---------------------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange
Commission, Lancaster Brazil Fund LP reported that as of Dec. 28,
2017, it beneficially owns 25,000,000 shares of common stock, par
value $0.001 per share, of Brazil Minerals, Inc., constituting 19.5
percent of the shares outstanding. A full-text copy of the
regulatory filing is available for free at https://is.gd/ufkdnn
About Brazil Minerals
Based in Pasadena, California, Brazil Minerals, Inc. --
http://www.brazil-minerals.com/-- mines and sells diamonds, gold,
sand and mortar in Brazil. The Company, through subsidiaries,
outright or jointly owns 11 mining concessions and 20 other mineral
rights in Brazil, almost all for diamonds and gold. The
Company, through subsidiaries, owns a large alluvial diamond and
gold processing and recovery plant, a sand processing and mortar
plant, and several pieces of earth-moving capital equipment used
for mining as well as machines for sand processing and preparation
of mortar.
Brazil Minerals reported a net loss of $1.73 million on $13,323 of
revenue for the year ended Dec. 31, 2016, compared to a net loss of
$1.87 million on $63,610 of revenue for the year ended Dec. 31,
2015. As of Sept. 30, 2017, Brazil Minerals had $1.32 million in
total assets, $1.63 million in total liabilities and a total
stockholders' deficit of $314,149.
B F Borgers CPA PC, in Lakewood, CO, 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 and has a significant accumulated deficit.
In addition, the Company continues to experience negative cash
flows from operations. These factors raise substantial doubt about
the Company's ability to continue as a going concern.
BYUNG MOOK CHO: $15K Sale of All Assets of FDL to Jin Su Peang OK'd
-------------------------------------------------------------------
Judge Michelle M. Harner of the U.S. Bankruptcy Court for the
District of Maryland authorized Byung Mook Cho's sale of all of the
assets of Fulton Discount Liquors, Inc. ("FDL") to Jin Su Peang for
$15,000.
The Debtor is the sole shareholder of FDL. FDL is a non-debtor
entity.
The Purchaser is the landlord for the building that houses FDL, but
he is otherwise not associated or involved with the Debtor. The
Purchaser paid the Debtor the $15,000 purchase price in December
2017, after the hearing before the Baltimore City Liquor Board
regarding the transfer of the liquor license held by FDL to the
Purchaser. The Purchaser actually began operating the business
prior to that time.
The Asset Sale and the Purchase Agreement is approved.
The Debtor will apply the sale proceeds of $15,000 to the payment
of creditors' claims, as detailed in the Motion. The Debtor will
file with the Court, and serve on all parties in interest and the
U.S. Trustee, a Line confirming (i) the date and amount of payments
made to creditors in accordance with this Order, and (ii) that said
payments were made with the funds paid by the Purchaser and not
assets of the Debtors' chapter 11 estates.
Byung Mook Cho sought Chapter 11 protection (Bankr. D. Md. Case No.
17-22057) on Sept. 8, 2017. Michael S. Myers, Esq., at SCARLETT,
CROLL & MYERS, P.A., in Baltimore, Maryland, serves as counsel to
the Debtor.
CADIZ INC: BlackRock Has 5.4% Equity Stake as of Dec. 31
--------------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange
Commission, BlackRock, Inc. disclosed that as of Dec. 31, 2017, it
beneficially owns 1,230,015 shares of common stock of Cadiz, Inc.,
constituting 5.4 percent of the shares outstanding. A full-text
copy of the regulatory filing is available for free at:
https://is.gd/avcqWt
About Cadiz
Founded in 1983, Cadiz Inc. -- http://www.cadizinc.com/-- is a
publicly-held renewable resources company that owns 70 square miles
of property with significant water resources in Southern
California. The Company maintains an organic agricultural
development in the Cadiz Valley of eastern San Bernardino County,
California and is partnering with public water agencies to
implement the Cadiz Water Project, which over two phases will
create a new water supply for approximately 400,000 people and make
available up to 1 million acre-feet of new groundwater storage
capacity for the region. Cadiz abides by a wide-ranging "Green
Compact" focused on environmental conservation and sustainable
practices to manage its land, water and agricultural resources.
Cadiz reported a net loss and comprehensive loss of $26.33 million
in 2016, a net loss and comprehensive loss of $24.01 million in
2015, and a net loss and comprehensive loss of $18.88 million in
2014.
As of Sept. 30, 2017, Cadiz Inc. had $68.88 million in total
assets, $145.18 million in total liabilities and a total
stockholders' deficit of $76.29 million.
CALLOWAY ENTERPRISES: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Calloway Enterprises of Georgia LLC
300 Colonial Center Parkway, Suite 100N
Roswell, GA 30076
Business Description: Calloway Enterprises of Georgia LLC is a
privately held company in Roswell, Georgia.
Chapter 11 Petition Date: February 5, 2018
Court: United States Bankruptcy Court
Northern District of Georgia (Atlanta)
Case No.: 18-52062
Debtor's Counsel: Joel Aldrich Jothan Callins, Esq.
THE CALLINS LAW FIRM, LLC
Suite 1030
101 Marietta Street
Atlanta, GA 30303-2720
Tel: 404-681-5826
Fax: 866-299-4338
Email: jcallins@callins.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $100,000 to $500,000
The petition was signed by Clifford R. Calloway, president.
The Debtor failed to include a list of its 20 largest unsecured
creditors at the time of the bankruptcy filing.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/ganb18-52062.pdf
CAMBER ENERGY: Inks Loan Extension and Modification Pact with IBC
-----------------------------------------------------------------
Camber Energy, Inc., on Dec. 1, 2017, entered into two Extension
and/or Modification and Release Agreement Commercial Indebtedness,
one effective Sept. 30, 2017 and the other effective Oct. 30, 2017,
as borrower, with Richard N. Azar, II (the Company's chief
executive officer and director), Donnie B. Seay (the Company's
director), Richard E. Menchaca, RAD2 Minerals, Ltd. (owned and
controlled by Mr. Azar), DBS Investments, Ltd. (controlled by Mr.
Seay), and Saxum Energy, LLC, as pledgers, and International Bank
of Commerce, as lender.
On Jan. 31, 2018, the Company entered into another Extension and/or
Modification and Release Agreement Commercial Indebtedness with the
Pledgors and IBC, effective Nov. 30, 2017.
Pursuant to the Extensions, the Company confirmed the amount
outstanding under the $40 million Aug. 25, 2016 loan agreement with
IBC ($37,443,308 as of each Extension); IBC agreed that an interest
only payment would be due beginning on:
(a) Oct. 30, 2017 (in connection with the September 2017
Extension), with principal payments of $425,000 per month
to begin thereafter, which principal payments were not
made;
(b) Nov. 30, 2017 (in connection with the October 2017
Extension), with principal payments of $425,000 per month
to begin thereafter, which principal payments were not
made; and
(c) Dec. 30, 2017 (in connection with the November 2017
Extension), with principal payments of $425,000 per month
to begin thereafter, which principal payments were not
made; the parties agreed that the amounts owed to IBC were
payable on demand, provided if no demand was provided,
those amounts would be payable by way of monthly payments
of $425,000 of principal, plus accrued interest, with the
remaining amount owed to IBC due at maturity (Aug. 25,
2019);
that the amount owed to IBC will accrue interest at the rate of 2%
per annum above the prime rate, subject to a floor of 5.5%
(currently 6.25% per annum); if the Company fails to make any
payment due to IBC within 10 days of its due date, IBC is due a
late payment of 5% of the amount past due (subject to a minimum of
$10 and a maximum of $1,500 per late payment); and Company and the
Pledgors released IBC from any claims the Company had against IBC
as of the date of each of those releases.
IBC had previously agreed to waive the Company's obligation to make
the Aug. 30, 2017 $425,000 monthly principal payment pursuant to an
Extension Agreement.
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.
CAMBER ENERGY: Sells $5 Million Worth of Preferred Shares
---------------------------------------------------------
As previously disclosed, on Oct. 5, 2017, Camber Energy, Inc. and
an institutional investor, entered into a stock purchase agreement,
pursuant to which the Company agreed to sell 1,684 shares of its
Series C Redeemable Convertible Preferred Stock for $16 million (a
5% original issue discount to the face value of such shares),
subject to certain conditions.
On Oct. 5, 2017, in connection with the entry into the October 2017
Purchase Agreement, the Investor purchased 212 shares of Series C
Preferred Stock for $2 million.
On Nov. 21, 2017, pursuant to the terms of the October 2017
Purchase Agreement, the Company sold the Investor an additional 106
shares of Series C Preferred Stock for $1 million.
On Dec. 27, 2017, pursuant to the terms of the October 2017
Purchase Agreement, the Company sold the Investor an additional 105
shares of Series C Preferred Stock for $1 million.
On Jan. 31, 2018, pursuant to the terms of the October 2017
Purchase Agreement, the Company sold the Investor an additional 105
shares of Series C Preferred Stock for $1 million.
The Company plans to use the proceeds from the sale of the Series C
Preferred Stock for working capital, workovers on existing wells,
drilling and completion of additional wells, acquisitions,
repayment of vendor balances and payments to International Bank of
Commerce, in anticipation of regaining compliance.
As of Feb. 1, 2018, the Series C Preferred Stock sold at the
Initial Closing, Second Closing, Third Closing and Fourth Closing
would convert into approximately 80,691,066 shares of the Company's
common stock if fully converted, which number includes 1,624,616
shares of common stock convertible upon conversion of each share of
outstanding Series C Preferred Stock at a conversion price of $3.25
per share (based on the $10,000 face amount of the Series C
Preferred Stock) and approximately 79,066,450 shares of common
stock for premium shares due thereunder (based on the current
dividend rate of 24.95% per annum), and a conversion price of
$0.1166 per share, which may be greater than the conversion price
that currently applies to the conversion of the Series C Preferred
Stock pursuant to the terms of the Designation, which number of
premium shares may increase from time to time as the trading price
of its common stock decreases, upon the occurrence of any trigger
event under the Designation of the Series C Preferred Stock and
upon the occurrence of certain other events, as described in
greater detail in the Designation of the Series C Preferred Stock.
The conversion of the Series C Preferred Stock into common stock of
the Company will create substantial dilution to existing
stockholders.
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.
CASHMAN EQUIPMENT: Sale of Five Vessels Approved
------------------------------------------------
Judge Melvin S. Hoffman of the U.S. Bankruptcy Court for the
District of Massachusetts authorized Cashman Equipment Corp. and
its affiliates to sell the following vessels: (i) JMC 154; (ii) JMC
3080; (iii) Ocean Raider; (iv) Reed Danos; ad (v) Todd Danos free
and clear of liens in the ordinary course of business, and its
proposed distribution of sale proceeds.
A hearing on the Motion is set for Jan. 10, 2018.
On Oct. 24, 2017, the Court entered the Sale Order, which, among
other things, authorizes the Debtors, subject to the conditions
specified, to (i) sell Mortgaged Vessels and/or Unencumbered
Vessels without further notice, free and clear of liens, claims and
interests, (ii) pay the Closing Costs associated with such sales,
and (iii) distribute the Net Proceeds of such sales in accordance
with the terms of the Sale Order.
On Jan. 17, 2018, the Court entered the Ninth Cash Collateral
Order. Certain of the Lenders filed objections to the Sale Motion.
Based on, among other things, the entry of the Ninth Cash
Collateral Order, all objections to the Sale Motion were withdrawn
at or prior to the hearing on Jan. 10, 2018, and the entry of the
Order is not opposed.
The Sale Order, as modified, will remain in full force and effect.
It will be modified as follows:
a. Paragraph 3(a) of the Sale Order will be modified to
replace "January 15, 2018" with "May 31, 2018."
b. The following sentence will be added to the end of
paragraph 5 of the Sale Order: Notwithstanding that this order
lapsed on January 15, 2018 by reason of the occurrence of the
Termination Date as then defined, the Debtors are authorized to
consummate, pursuant to and in accordance with the terms of this
order, sales of vessels that are the subject of agreements to sell
and/or Purchase Option Charters that were approved pursuant to the
terms of this order prior to such lapse, just as though such lapse
did not occur.
c. Paragraph 7 of the Sale Order will be replaced in its
entirety with the following:
Limitations on Sales. The Debtors' authority to sell (a)
Mortgaged Vessels pursuant to this order (including any extension
of this order by changing the Termination Date) is limited to sales
of such vessels for, in the aggregate, gross purchase prices not
exceeding $25,000,000, unless, after such cap has been reached or
would otherwise be reached pursuant to sale of a particular
Mortgaged Vessel, such sale is agreed to between the Debtors and
the Lien Lender(s) asserting liens on such vessel upon three (3)
business days' notice to the Creditors' Committee, and (b)
Unencumbered Vessels pursuant to this order (including any
extension of this order by changing the Termination Date) is
limited to sales of such vessels for, in the aggregate, gross
purchase prices not exceeding $10,000,000.
Notwithstanding anything to the contrary provided for in
this order, no sale of any Mortgaged Vessel or Unencumbered Vessel
may occur at any time if, after giving pro forma effect to such
sale and to the creation of any Retained Proceeds Claims in
connection with such sale, the ratio of the aggregate OLVs for all
Unencumbered Vessels still owned by the Debtors and that are
subject to the New Vessel Mortgages to the aggregate amount of all
Retained Proceeds Claims would be less than 2.00 to 1.00. The
first sentence of the paragraph 7 will not apply to sales arising
from Purchase Option Charters that were authorized prior to Jan.
16, 2018, provided that the Debtors close not less than $8,700,000
of other vessel sales pursuant to this order during the period from
Jan. 16, 2018 through May 31, 2018.
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.
CDC INVESTMENT: $1.2M Sale of Salisbury Property to FF & LL Okayed
------------------------------------------------------------------
Judge Thomas J. Catliota of the U.S. Bankruptcy Court for the
District of Maryland authorized CDC Investment Corp.'s sale of the
real property known as 4874 Airport Road, Salisbury, Maryland and
two adjoining parcels to FF & LL, LLC, for $1,200,000.
The sale is free and clear of all liens, claims, encumbrances and
interests.
The Debtor is entitled to reserve $15,000 to cover projected
professional fees for its counsel subject to further order of the
Court. It will also escrow sufficient funds to pay the quarterly
U.S. Trustee fee owed by virtue of the sale and the distribution to
PNC Bank, National Association. The net proceeds of sale, subject
to the Broker's commission and normal closing costs, will be paid
to PNC at closing.
About CDC Investment Corp
CDC Investment Corp. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Md. Case No. 15-18622) on June 17, 2015.
In the petition signed by Wilson Reynolds Jr., its president and
shareholder, the Debtor estimated its assets and liabilities at $1
million to $10 million.
The case is assigned to Judge Thomas J. Catliota.
Tydings & Rosenberg, LLP, serves as the Debtor's Chapter 11
counsel.
Mr. Reynolds, Jr., the Debtor's sole shareholder, passed away on
Jan. 9, 2016. His wife, Billie Reynolds, was appointed as personal
representative by the Circuit Court for Wicomico County, and has
been making all business decisions regarding the Debtor since that
date.
CENVEO INC: Bankruptcy Court Approves $290-Mil. DIP Financing
-------------------------------------------------------------
Cenveo, Inc., a diversified manufacturer of print-related products
including envelopes, custom labels, commercial print, and publisher
solutions, on Feb. 5, 2018, disclosed that the U.S. Bankruptcy
Court for the Southern District of New York, White Plains has
approved the Company's $290 million debtor-in-possession ("DIP")
financing to support and grow its business. In addition, the
Bankruptcy Court has approved the interim relief requested by the
Company in key first day motions related to the payment of
pre-filing wages, salaries, and benefits; honoring customer
commitments; and paying vendors and suppliers. The motions were
filed Friday, February 2, 2018, in conjunction with voluntary
petitions for reorganization filed by Cenveo and its domestic
subsidiaries under Chapter 11 of the U.S. Bankruptcy Code.
"Friday, Cenveo secured the financing it needs to grow its business
and maximize value for all of its stakeholders," said Robert G.
Burton, Sr., Cenveo's Chairman and Chief Executive Officer. "We
want to thank all of our employees, vendors, and customers for
their continued support, and we look forward to continuing our
long-term relationship with each of them. This is the first step
by Cenveo to complete its restructuring efforts, which will result
in a substantial reduction of its debt and strengthen operations to
enhance its relationships with customers."
About Cenveo
Headquartered in Stamford, Connecticut, Cenveo (NASDAQ: CVO) --
http://www.cenveo.com/-- is a global provider of print and related
resources, offering world-class solutions in the areas of custom
labels, envelopes, commercial print, content management and
publisher solutions. The Company provides a one-stop offering
through services ranging from design and content
management to fulfillment and distribution. With a worldwide
distribution platform, we pride ourselves on delivering quality
solutions and services every day for our more than 100,000
customers.
After reaching an agreement with holders of a majority of its first
lien debt to support a Chapter 11 plan of reorganization, Cenveo
Inc. and its domestic subsidiaries filed voluntary petitions for
reorganization under Chapter 11 of the U.S. Bankruptcy Code in
White Plains, New York (Bankr. S.D.N.Y. Lead Case No. 18-22178) on
Feb. 2, 2018. The Chapter 11 filing does not include foreign
entities, such as those located in India.
As of Dec. 31, 2017, Cenveo disclosed total assets of $789,547,000
and total debt of $1,426,133,000.
In the Chapter 11 cases, the Debtors tapped KIRKLAND & ELLIS LLP,
as counsel; ROTHSCHILD, INC., as investment banker; ZOLFO COOPER
LLC, as restructuring advisors; and PRIME CLERK LLC, as claims
agent.
CENVEO INC: S&P Lowers CCR to 'D' Amid Chapter 11 Filing
--------------------------------------------------------
S&P Global Ratings lowered its corporate credit rating on Cenveo
Inc. to 'D' from 'CCC+'. S&P said, "At the same time, we lowered
our issue-level rating on the company's 6% first-lien notes due in
2019 to 'D' from 'B-'. The recovery rating on the secured notes was
'2', indicating our expectation for substantial recovery (70%-90%;
rounded estimate: 70%) at default. We also lowered the issue-level
rating on the 8.5% second-lien notes due in 2022 and 6% senior
notes due in 2024 to 'D' from 'CCC-'. The recovery rating on the
notes was '6', indicating our expectation for negligible recovery
(0%-10%; rounded estimate: 0%) at default."
On Feb. 2, 2018, Cenveo announced that it had filed for Chapter 11
bankruptcy protection in the Southern District of New York, White
Plains. At the time of the filing, Cenveo's adjusted leverage was
very high, above 10x, which S&P viewed as unsustainable, despite
the company's leading market position in envelope and label
printing.
CGG S.A.: To Issue Up to $461M of 2024 2nd Lien Notes by Feb. 28
----------------------------------------------------------------
CGG S.A. and its affiliated entities disclosed in a regulatory
filing with the U.S. Securities and Exchange Commission that on or
before February 28, 2018, the Company expects to issue up to $461
million (including a euro denominated tranche) in principal amount
of Second Lien Senior Secured Notes due 2024 to certain holders --
or their assignees -- of the Company's:
* 5.875% Senior Notes due 2020,
* 6.50% Senior Notes due 2021 and
* 6.875% Senior Notes due 2022.
The Notes will be issued under the Indenture to be entered into by
and among:
* CGG et al., as Applicants,
* The Bank of New York Mellon, London Branch, as trustee,
principal paying agent, calculation agent, transfer agent,
collateral agent and international security agent,
* The Bank of New York Mellon SA/NV, Luxembourg Branch as
registrar, and
* The Bank of New York Mellon, as U.S. collateral agent.
The form of the Indenture is available at https://is.gd/L7eeAS
The issuance of Notes is being made pursuant to the terms set forth
in the draft plan prepared under the safeguard procedure (procedure
de sauvegarde) of CGG S.A. under articles L.620-1 ff. of the French
Code de commerce (the "Safeguard Plan") and the Joint Chapter 11
Plan of Reorganization of Alitheia Resources Inc., CGG Holding
B.V., CGG Holding (U.S.) Inc., CGG Land (U.S.) Inc., CGG Marine
B.V., CGG Services (U.S.) Inc. and Viking Maritime Inc. and certain
other subsidiaries of CGG S.A.
The issuance of Notes and related guarantees in an aggregate
principal amount of $375 million -- New Money Notes -- will be made
by the Company in reliance on the exemption from registration
provided by Section 4(a)(2) of the Securities Act of 1933, as
amended, and the rules and regulations thereunder, while the
issuance of Notes and related guarantees in an aggregate principal
amount of $86 million relating to accrued interest claims under the
Existing Senior Notes -- Interest Notes -- will be made in reliance
on the exemption from registration under the Securities Act,
pursuant to the exemption provided by Section 1145(a)(1) of the
U.S. Bankruptcy Code.
Section 1145(a)(1) of the Bankruptcy Code exempts the offer and
sale of securities under a plan of reorganization from registration
under the Securities Act and state securities laws if three
principal requirements are satisfied: (i) the securities must be
offered and sold under a plan of reorganization and must be
securities of the debtor under the plan; (ii) the recipients of the
securities must hold a claim against the debtor, an interest in the
debtor or a claim for an administrative expense in the case
concerning the debtor; and (iii) the securities must be issued
entirely in exchange for the recipient's claim against or interests
in the debtor, or "principally" in such exchange and partly for
cash or property.
On October 16, 2017, the United States Bankruptcy Court for the
Southern District of New York entered its confirmation order, which
confirmed that the issuance of the Notes complies with the
aforementioned requirements of Section 1145(a)(1) of the Bankruptcy
Code and, accordingly, will be exempt from the registration
requirements of the Securities Act.
As of December 31, 2017, to the Applicants' knowledge, Bpifrance
Participations S.A. and IFP Energies Nouvelles held respectively
2,069,686 and 107,833 fully paid ordinary shares of CGG S.A.,
giving Bpifrance Participations S.A. and IFP Energies Nouvelles,
respectively, 9.35% and 0.49% of the share capital and 10.90% and
0.48% of the voting rights at such date. Bpifrance Participations
S.A. and IFP Energies Nouvelles have previously indicated to the
AMF (L'Autorite des marches financiers) that they vote in concert.
Following the restructuring under the Safeguard Plan and Chapter 11
Plan of Reorganization, and investments in new money -- and after
exercise of certain warrants -- and assuming the rights issue with
preferential subscription rights to CGG S.A.'s existing
shareholders described in the Restructuring Plan is fully
subscribed in cash, CGG S.A.'s share capital will be held 13.4% by
existing shareholders, 5.0% by holders of convertible bonds, and
81.6% by holders of senior notes.
About CGG Holding
Paris, France-based CGG Holding (U.S.) Inc. -- http://www.cgg.com/
-- provides geological, geophysical and reservoir capabilities to
its broad base of customers primarily from the global oil and gas
industry. Founded in 1931 as "Compagnie Generale de Geophysique",
CGG focuses on seismic surveys and other techniques to help energy
companies locate oil and natural-gas reserves. The company also
makes geophysical equipment under the Sercel brand name.
The Group has more than 50 locations worldwide, more than 30
separate data processing centers, and a workforce of more than
5,700, of whom more than 600 are solely devoted to research and
development. CGG is listed on the Euronext Paris SA (ISIN:
0013181864) and the New York Stock Exchange (in the form of
American Depositary Shares, NYSE: CGG).
After a deal was reached key constituencies on a restructuring that
will eliminate $1.95 billion in debt, on June 14, 2017 (i) CGG SA,
the group parent company, opened a "sauvegarde" proceeding, the
French equivalent of a Chapter 11 bankruptcy filing, (ii) 14
subsidiaries of CGG S.A. filed voluntary petitions for relief under
Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No.
17-11637) in New York, and (iii) CGG S.A filed a petition under
Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
Case No. 17-11636) in New York, seeking recognition in the U.S. of
the Sauvegarde as a foreign main proceeding.
Chapter 11 debtors CGG Canada Services Ltd. and Sercel Canada Ltd.
also commenced proceedings under the Companies' Creditors
Arrangement Act in the Court of Queen's Bench of Alberta, Judicial
District of Calgary in Calgary, Alberta, Canada, to seek
recognition of the Chapter 11 cases in Canada.
CGG S.A.: To Issue Up to $805M of 2023 1st Lien Notes by Feb. 28
----------------------------------------------------------------
CGG S.A. and its affiliated entities disclosed in a regulatory
filing with the U.S. Securities and Exchange Commission that the
Company, on or before February 28, 2018, expects to issue First
Lien Senior Secured Notes due 2023 in a principal amount equal to
approximately $805 million (reflecting an equal principal amount of
secured debt that may be exchanged for the Notes pursuant to the
Plan of Reorganization), less up to $150 million of new money
proceeds that may be used to repay the secured debt and reduce the
corresponding amount of Notes to be issued.
The Notes will be issued under an Indenture to be entered into by
and among:
* CGG et al, as Applicants,
* The Bank of New York Mellon, London Branch, as trustee,
principal paying agent, calculation agent, transfer agent,
collateral agent and international security agent,
* The Bank of New York Mellon SA/NV, Luxembourg Branch as
registrar, and
* The Bank of New York Mellon, as U.S. collateral agent.
The form of the Indenture is available at https://is.gd/xykB30
The issuance of Notes is being made pursuant to the terms set forth
in the draft plan prepared under the safeguard procedure (procedure
de sauvegarde) of CGG S.A. under articles L.620-1 ff. of the French
Code de commerce (the "Safeguard Plan") and the Joint Chapter 11
Plan of Reorganization of the Applicants (other than CGG S.A.) and
certain other subsidiaries of CGG S.A.
The issuance of the Notes and related guarantees will be made in
reliance on the exemption from registration under the U.S.
Securities Act of 1933, as amended (the "Securities Act"), pursuant
to the exemption provided by Section 1145(a)(1) of Title 11 of the
United States Code, as amended (the "Bankruptcy Code"). Section
1145(a)(1) of the Bankruptcy Code exempts the offer and sale of
securities under a plan of reorganization from registration under
the Securities Act and state securities laws if three principal
requirements are satisfied: (i) the securities must be offered and
sold under a plan of reorganization and must be securities of the
debtor under the plan; (ii) the recipients of the securities must
hold a claim against the debtor, an interest in the debtor or a
claim for an administrative expense in the case concerning the
debtor; and (iii) the securities must be issued entirely in
exchange for the recipient's claim against or interests in the
debtor, or "principally" in such exchange and partly for cash or
property.
On October 16, 2017, the United States Bankruptcy Court for the
Southern District of New York entered its confirmation order, which
confirmed that the issuance of the Notes complies with the
aforementioned requirements of Section 1145(a)(1) of the Bankruptcy
Code and, accordingly, will be exempt from the registration
requirements of the Securities Act.
As of December 31, 2017, to the Applicants' knowledge, Bpifrance
Participations S.A. and IFP Energies Nouvelles held respectively
2,069,686 and 107,833 fully paid ordinary shares of CGG S.A.,
giving Bpifrance Participations S.A. and IFP Energies Nouvelles,
respectively, 9.35% and 0.49% of the share capital and 10.90% and
0.48% of the voting rights at such date. Bpifrance Participations
S.A. and IFP Energies Nouvelles have previously indicated to the
AMF (L'Autorite des marches financiers) that they vote in concert.
Following the restructuring under the Safeguard Plan and Chapter 11
Plan of Reorganization, and investments in new money -- and after
exercise of certain warrants -- and assuming the rights issue with
preferential subscription rights to CGG S.A.'s existing
shareholders described in the Restructuring Plan is fully
subscribed in cash, CGG S.A.'s share capital will be held 13.4% by
existing shareholders, 5.0% by holders of convertible bonds, and
81.6% by holders of senior notes.
About CGG Holding
Paris, France-based CGG Holding (U.S.) Inc. -- http://www.cgg.com/
-- provides geological, geophysical and reservoir capabilities to
its broad base of customers primarily from the global oil and gas
industry. Founded in 1931 as "Compagnie Generale de Geophysique",
CGG focuses on seismic surveys and other techniques to help energy
companies locate oil and natural-gas reserves. The company also
makes geophysical equipment under the Sercel brand name.
The Group has more than 50 locations worldwide, more than 30
separate data processing centers, and a workforce of more than
5,700, of whom more than 600 are solely devoted to research and
development. CGG is listed on the Euronext Paris SA (ISIN:
0013181864) and the New York Stock Exchange (in the form of
American Depositary Shares, NYSE: CGG).
After a deal was reached key constituencies on a restructuring that
will eliminate $1.95 billion in debt, on June 14, 2017 (i) CGG SA,
the group parent company, opened a "sauvegarde" proceeding, the
French equivalent of a Chapter 11 bankruptcy filing, (ii) 14
subsidiaries of CGG S.A. filed voluntary petitions for relief under
Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No.
17-11637) in New York, and (iii) CGG S.A filed a petition under
Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
Case No. 17-11636) in New York, seeking recognition in the U.S. of
the Sauvegarde as a foreign main proceeding.
Chapter 11 debtors CGG Canada Services Ltd. and Sercel Canada Ltd.
also commenced proceedings under the Companies' Creditors
Arrangement Act in the Court of Queen's Bench of Alberta, Judicial
District of Calgary in Calgary, Alberta, Canada, to seek
recognition of the Chapter 11 cases in Canada.
CHATEAU CREOLE: Taps Derbes Law Firm as Legal Counsel
-----------------------------------------------------
Chateau Creole Apartments, LLC seeks approval from the U.S.
Bankruptcy Court for the Eastern District of Louisiana to hire The
Derbes Law Firm, LLC as its legal counsel.
The firm will assist the Debtor in the negotiation and preparation
of a plan of reorganization and will provide other legal services
related to its Chapter 11 case.
The firm's hourly rates are:
Albert Derbes, IV, Esq. $350
Eric Derbes, Esq. $350
Wilbur Babin, Jr., Esq. $375
Beau Sagona, Esq. $350
Melanie Mulcahy, Esq. $300
Frederick Bunol, Esq. $285
Jared Scheinuk, Esq. $190
Bryan O'Neill, Esq. $175
Hugh Posner, C.P.A. $200
Notary $80
Paralegal $80
Legal Assistant $60
Prior to the Petition Date, Derbes received a $25,000 deposit, of
which $3,923.50 was used to pay its pre-bankruptcy fees while
$1,717 was used to pay the filing fee.
Frederick Bunol, Esq., a member of Derbes, 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:
Frederick L. Bunol, Esq.
Jared S. Scheinuk, Esq.
3027 Ridgelake Drive
Metairie, LA 70002
Phone: (504) 837-1230
Fax: (504) 832-0322
E-mail: fbunol@derbeslaw.com
About Chateau Creole Apartments
Chateau Creole Apartments, LLC, is privately-held real estate
company that owns 208 residential rental units located at 273
Monarch Drive, Houma, Louisiana, valued at $6.25 million, based on
revenue.
Chateau Creole sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. E.D. La. Case No. 18-10148) on Jan. 25, 2018. In the
petition, Damon J. Baldone, managing member, the Debtor disclosed
$6.27 million in assets and $9.89 million in liabilities. Judge
Elizabeth W. Magner presides over the case. The Derbes Law Firm,
LLC, is the Debtor's legal counsel.
CKSB LLC: Case Summary & 4 Unsecured Creditors
----------------------------------------------
Debtor: CKSB, LLC
295 N. Waterman Ave.
San Bernardino, CA 92408
Business Description: CKSB, LLC listed its business as a
Single Asset Real Estate (as defined
in 11 U.S.C. Section 101(51B)). The
Company owns in fee simple a real
property located at 295 N. Waterman Ave
San Bernardino, CA 92408, valued by
the Company at $2.80 million.
Chapter 11 Petition Date: February 5, 2018
Court: United States Bankruptcy Court
Central District of California (Riverside)
Case No.: 18-10893
Debtor's Counsel: Sheila Esmaili, Esq.
LAW OFFICES OF SHEILA ESMAILI
11601 Wilshire Blvd., Suite 500
Los Angeles, CA 90025
Tel: 310-734-8209
E-mail: selaw@bankruptcyhelpla.com
- and -
Eliza Ghanooni, Esq.
ELIZA GHANOONI, ATTORNEY AT LAW
1901 Avenue of the Stars, Suite 450
Los Angeles, CA 90067
Tel: 213-444-3328
Fax: 800-584-1977
E-mail: eliza@ghanoonilaw.com
Total Assets: $2.80 million
Total Liabilities: $4.43 million
The petition was signed by Muhammad N. Atta, managing member.
A full-text copy of the petition, along with a list of four
unsecured creditors, is available for free at:
http://bankrupt.com/misc/cacb18-10893.pdf
CM EBAR: Sale of Liquor Licenses to Little Beast & Hash House OK'd
------------------------------------------------------------------
Judge August B. Landis of the U.S. Bankruptcy Court for the
District of Nevada authorized CM Ebar, LLC's sale of two liquor
licenses: (i) License Number 47-54917 to Little Beast Restaurant,
Inc., LLC for $21,000; and (ii) License Number 47-549228 to Hash
House & Brews, LLC, for $51,000.
A hearing on the Motion was held on Jan. 30, 2018 at 1:30 p.m.
The sale is free and clear of all liens, claims, encumbrances and
interests.
The sale is subject to the provisions with respect to holding
proceeds from sales of California-issued liquor licenses in escrow
as set forth in the Stipulation and approved by the Order.
The provisions of Bankruptcy Rule 6004(h) staying the effectiveness
of the Order for 14-days are waived, and the Order will be
effective immediately upon entry thereof.
The Show Cause Motion is deemed withdrawn in accordance with the
Stipulation and approved by the Order.
About CM Ebar LLC
CM Ebar, LLC, is a casual-dining operator with various locations in
Nevada, California, and New Mexico. Its principal place of
business is located at 2270 Village Walk Drive, in Henderson,
Nevada. It is the owner of 7 operating restaurants that go by the
trade name of Elephant Bar Restaurant, operating in Nevada, New
Mexico, and California.
CM Ebar, LLC, sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Nev. Case No. 17-15530) on Oct. 17, 2017. In the
petition signed by Barry L. Kasoff, manager, the Debtor estimated
assets of $1 million to $10 million and estimated liabilities of
$10 million to
$50 million.
Judge August B. Landis presides over the case.
Zachariah Larson, Esq., Matthew C. Zirzow, Esq., and Shara L.
Larson, Esq., at Larson & Zirzow, LLC, serve as the Debtor's
bankruptcy counsel.
On Nov. 7, 2017, the Office of the United States Trustee appointed
an Official Committee of Unsecured Creditors in the Debtor's case.
Clark Hill represents the Committee.
* * *
On Nov. 20, 2017, the Debtor filed its proposed Disclosure
Statement and Plan of Reorganization.
COCRYSTAL PHARMA: OPKO Health Has 9.1% Stake as of Feb. 2
---------------------------------------------------------
In a Schedule 13G/A filed with the Securities and Exchange
Commission, OPKO Health, Inc. disclosed that as of Feb. 2, 2018, it
beneficially owns 2,244,597 shares of common stock, par value
$0.001 per share, of Cocrystal Pharma, Inc., constituting 9.1
percent of the shares outstanding. As of the close of business on
Jan. 29, 2018, the total number of issued and outstanding Common
Stock of the Issuer was 24,402,446, which was provided by the
Issuer. A full-text copy of the regulatory filing is available for
free at https://is.gd/r4lpC2
About Cocrystal Pharma
Cocrystal Pharma, Inc., formerly known as Biozone Pharmaceuticals,
Inc., is a pharmaceutical company with a mission to discover novel
antiviral therapeutics as treatments for serious and/or chronic
viral diseases. Based in Tucker, Georgia, Cocrystal Pharma employs
unique technologies and Nobel Prize winning expertise to create
first- and best-in-class antiviral drugs. These technologies and
the Company's market-focused approach to drug discovery are
designed to efficiently deliver small molecule therapeutics that
are safe, effective and convenient to administer.
The report from BDO USA, LLP, in Seattle, Washington, the Company's
independent registered public accounting firm for the year ended
Dec. 31, 2016, included an explanatory paragraph stating that that
the Company has suffered recurring losses from operations and has
an accumulated deficit that raise substantial doubt about its
ability to continue as a going concern.
Cocrystal Pharma reported a net loss of $74.87 million in 2016, a
net loss of $50.12 million in 2015 and a net loss of $99,000 in
2014. As of Sept. 30, 2017, Cocrystal Pharma had $122.3 million in
total assets, $22.25 million in total liabilities and $99.99
million in total stockholders' equity.
CORNERSTONE HOSPITALITY: Case Summary & Unsecured Creditor
----------------------------------------------------------
Debtor: Cornerstone Hospitality, LLC
3201 S. Loop 289
Lubbock, TX 79423
Business Description: Cornerstone Hospitality, LLC is a privately
held company in Lubbock, Texas. It is a
small business Debtor as defined in 11
U.S.C. Section 101(51D).
Chapter 11 Petition Date: February 26, 2018
Case No.: 18-50034
Court: United States Bankruptcy Court
Northern District of Texas (Lubbock)
Debtor's Counsel: Max Ralph Tarbox, Esq.
TARBOX LAW, P.C.
2301 Broadway
Lubbock, TX 79401
Tel: (806)686-4448
E-mail: jessica@tarboxlaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Abraham Lincoln, managing member.
The Debtor lists Choice Hotels International as its sole unsecured
creditor, holding a claim of $90,000.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/txnb18-50034.pdf
CYTORI THERAPEUTICS: PostFinance AG Has 12% Stake as of Jan. 31
---------------------------------------------------------------
PostFinance AG disclosed in a Schedule 13G filed with the
Securities and Exchange Commission that as of Jan. 31, 2018, it
beneficially owns 5,540,054 shares of common stock of Cytori
Therapeutics, Inc., constituting 12 percent of the shares
outstanding. A full-text copy of the regulatory filing is
available for free at https://is.gd/xYBGYd
About Cytori
Based in San Diego, California, Cytori -- http://www.cytori.com/--
is a therapeutics company developing regenerative and oncologic
therapies from its proprietary cell therapy and nanoparticle
platforms for a variety of medical conditions. Data from
preclinical studies and clinical trials suggest that Cytori Cell
Therapy acts principally by improving blood flow, modulating the
immune system, and facilitating wound repair. As a result, Cytori
Cell Therapy may provide benefits across multiple disease states
and can be made available to the physician and patient at the
point-of-care through Cytori's proprietary technologies and
products. Cytori Nanomedicine is developing encapsulated therapies
for regenerative medicine and oncologic indications using
technology that allows Cytori to use the benefits of its
encapsulation platform to develop novel therapeutic strategies and
reformulate other drugs to optimize their clinical properties.
BDO USA, LLP, in San Diego, California, Cytori's independent
accounting firm, issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31, 2016,
stating that the Company has suffered recurring losses and negative
cash flows from operations that raise substantial doubt about its
ability to continue as a going concern.
Cytori reported a net loss of $22.04 million for the year ended
Dec. 31, 2016, compared to a net loss of $18.74 million for the
year ended Dec. 31, 2015. As of Sept. 30, 2017, Cytori had $26.44
million in total assets, $18.62 million in total liabilities and
$7.81 million in total stockholders' equity.
DELCATH SYSTEMS: Hudson Bay Reports 9.9% Equity Stake
-----------------------------------------------------
Hudson Bay Capital Management LP and Mr. Sander Gerber disclosed in
a Schedule 13G/A filed with the Securities and Exchange Commission
that as of Dec. 31, 2017, they beneficially own 11,567,890 shares
of common stock (including 1,739,855 shares of Common Stock
issuable upon exercise of warrants and/or rights) of Delcath
Systems, Inc., constituting 9.99 percent of the shares
outstanding.
Delcath Systems's Current Report on Form 8-K filed with the SEC on
Dec. 29, 2017, discloses that the total number of outstanding
shares of Common Stock as of Dec. 28, 2017 was 114,054,852.
Pursuant to the terms of the Securities, the Reporting Persons
cannot exercise the Securities if the Reporting Persons would
beneficially own, after such exercise, more than 9.99% of the
outstanding shares of Common Stock (the "9.99% Blocker").
The Investment Manager, which serves as the investment manager to
Hudson Bay Master Fund Ltd., in whose name the securities reported
herein are held, may be deemed to be the beneficial owner of all
shares of Common Stock held by Hudson Bay Master Fund Ltd. and all
shares of Common Stock, subject to the 9.99% Blocker, underlying
the Securities held by Hudson Bay Master Fund Ltd. Mr. Gerber
serves as the managing member of Hudson Bay Capital GP LLC, which
is the general partner of the Investment Manager.
A full-text copy of the regulatory filing is available at:
https://is.gd/Yz1eRM
About Delcath Systems
Based in New York, New York, Delcath Systems, Inc. --
http://www.delcath.com/-- is an interventional oncology Company
focused on the treatment of primary and metastatic liver cancers.
The Company's investigational product -- Melphalan Hydrochloride
for Injection for use with the Delcath Hepatic Delivery System
(Melphalan/HDS) -- is designed to administer high-dose chemotherapy
to the liver while controlling systemic exposure and associated
side effects. In Europe, the Company's system is in commercial
development under the trade name Delcath Hepatic CHEMOSAT Delivery
System for Melphalan (CHEMOSAT), where it has been used at major
medical centers to treat a wide range of cancers of the liver.
As of Sept. 30, 2017, Delcath Systems had $14.48 million in total
assets, $16.33 million in total liabilities and a total
stockholders' deficit of $1.85 million. The Company has incurred
losses since inception and has an accumulated deficit of $305.6
million at Sept. 30, 2017. The Company incurred a net loss of
$25.9 million for the nine months ended Sept. 30, 2017 used $11.7
million of cash for its operating activities.
Grant Thornton LLP, in New York, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2016, citing that the Company has incurred recurring
losses from operations and as of Dec. 31, 2016, has an accumulated
deficit of $279.2 million. These conditions, along with other
matters, raise substantial doubt about the Company's ability to
continue as a going concern.
DEXTERA SURGICAL: Sale of All Assets to Aesculap Approved
---------------------------------------------------------
Dextera Surgical Inc., a company developing and commercializing the
MicroCutter 5/80(TM) Stapler, on Feb. 5, 2018, disclosed that it
had obtained approval by the Bankruptcy Court for the sale of
substantially all of Dextera Surgical's assets to Aesculap, Inc., a
B. Braun company. The transaction is expected to be completed by
February 20, 2018.
"We are pleased to see our innovative MicroCutter 5/80 Stapler,
PAS-Port [(R)] and C-Port [(R)] automated anastomosis system
cardiac surgery products and technology portfolio transitioning
into the very capable hands of the team at Aesculap, Inc. to
provide a path for these products to remain in the hands of
surgeons and be supported around the globe," said Julian Nikolchev,
president and CEO of Dextera Surgical. "We are working with the
Aesculap, Inc. team to transition the manufacturing and worldwide
marketing and support of the MicroCutter 5/80, PAS-Port Proximal
and C-Port Distal Anastomosis Systems."
Mr. Nikolchev continued, "While there may be some temporary
disruption in the ordering process during the transition period, we
will work to ensure that these products remain available to the
surgeons who depend on them for less invasive surgical procedures."
It is the intent of Aesculap, Inc. to continue the manufacturing
and distribution of Dextera's products.
In December 2017, Dextera announced that it filed a voluntary
Chapter 11 petition in the United States Bankruptcy Court for the
District of Delaware. Additional information about this process
and proposed asset sale, as well as court filings and other
documents related to the reorganization proceedings, is available
through Dextera's claims agent, Rust/Omni at
http://www.omnimgt.com/dextera.
Dextera Surgical has retained Cooley LLP as special corporate
counsel, Saul Ewing Arnstein & Lehr LLP as its bankruptcy counsel
and JMP Securities as its financial advisor.
About Dextera Surgical
Headquartered in Redwood City, California, Dextera Surgical Inc.
(DXTR:US OTC US) -- https://www.dexterasurgical.com/ -- is a
medical device company that designs and manufactures proprietary
stapling devices that enable the advancement of minimally invasive
surgical procedures. Founded in 1997 as Vascular Innovations,
Inc., the Company changed its name in November 2001 to Cardica,
Inc., and in June 2016 to Dextera Surgical Inc.
Dextera Surgical sought Chapter 11 protection (Bankr. D. Del. Case
No. 17-12913) on Dec. 11, 2017. Dextera Surgical also entered into
an asset purchase agreement with Aesculap, Inc, an affiliate of B.
Braun Group, for approximately $17.3 million.
The Company disclosed $6.53 million in total assets and $14.82
million in total debt as of Sept. 30, 2017.
The Debtor tapped Saul Ewing Arnstein & Lehr LLP as counsel; Cooley
LLP as special corporate counsel; JMP Securities, LLC, as financial
advisor and investment banker; Rust Consulting/Omni Bankruptcy as
claims and noticing agent.
DIGIPATH INC: Resumes Cannabis Lab Testing Operations
-----------------------------------------------------
Digipath, Inc. said it has resumed cannabis testing operations
following the reinstatement of the Medical Marijuana Registration
Certificate and Marijuana Testing Facility License held by its
wholly-owned subsidiary, Digipath Labs. This follows a full audit
of the Company's lab facilities by the Nevada Department of
Taxation, Marijuana Enforcement Division and the Department's
approval of the Plan of Correction submitted by Digipath Labs.
Digipath Labs also received its Clark County Business License
allowing full operation in the county and the state.
Todd Denkin, Digipath's president and COO, commented, "We are
obviously pleased with the decision by Nevada's Department of
Taxation to reinstate our lab testing licenses, and thank the team
of inspectors for the focus and speed with which they worked with
us. We are also very grateful to all of our clients who have been
so supportive of us during this process and we already have a full
schedule of samples coming in. We look forward to resuming testing
services for all cannabis products, made here in Nevada."
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.
DOLPHIN ENTERTAINMENT: Will Sell $30M Securities to the Public
--------------------------------------------------------------
Dolphin Entertainment, Inc. filed a Form S-3 registration statement
with the Securities and Exchange Commission relating to to the
public offer and sale of common stock, warrants and units that the
Company may offer and sell from time to time, in one or more series
or issuances and on terms that it will determine at the time of the
offering, any combination of the securities of up to an aggregate
amount of $30,000,000.
Dolphin Entertainment may offer the securities from time through
public or private transactions, and in the case of its common
stock, on or off the Nasdaq Capital Market, at prevailing market
prices or at privately negotiate prices. These securities may be
offered and sold in the same offering or in separate offerings, to
or through underwriters, dealers and agents, or directly to
purchasers. The names of any underwriters, dealers, or agents
involved in the sale of the Company's securities registered
hereunder and any applicable fees, commissions, or discounts will
be described in the applicable prospectus supplement.
The Company's common stock is listed on the Nasdaq Capital Market
under the symbol "DLPN."
As of Jan. 30, 2018, the aggregate market value of the Company's
outstanding common stock held by non-affiliates was approximately
$19,990,000, which was calculated based on 6,057,720 shares of
outstanding common stock held by non-affiliates and on a price per
share of $3.30, the closing price of its common stock on Jan. 30,
2018.
A full-text copy of the prospectus is available for free at:
https://is.gd/P9rVu0
About Dolphin Entertainment
Based in Coral Gables, Florida, Dolphin Entertainment, Inc.,
formerly Dolphin Digital Media, Inc., is an independent
entertainment marketing and premium content development company.
Through its recent acquisition of 42 West, LLC, the Company
provides expert strategic marketing and publicity services to all
of the major film studios, and many of the leading independent and
digital content providers, as well as for hundreds of A-list
celebrity talent, including actors, directors, producers, recording
artists, athletes and authors. The strategic acquisition of 42West
brings together premium marketing services with premium content
production, creating significant opportunities to serve respective
constituents more strategically and to grow and diversify the
Company's business. Dolphin's content production business is a
long established, leading independent producer, committed to
distributing premium, best-in-class film and digital entertainment.
Dolphin produces original feature films and digital programming
primarily aimed at family and young adult markets. Dolphin also
currently operates online kids clubs; however it intends to
discontinue the online kids clubs at the end of 2017 to dedicate
its time and resources to the entertainment publicity business and
the production of feature films and digital content.
Dolphin Digital reported a net loss of $37.19 million for the year
ended Dec. 31, 2016, following a net loss of $8.83 million for the
year ended Dec. 31, 2015. As of Sept. 30, 2017, Dolphin
Entertainment had $33.76 million in total assets, $31.02 million in
total liabilities and $2.73 million in total stockholders' equity.
BDO USA, LLP issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31, 2016.
The Company, according to BDO USA, has suffered recurring losses
from operations and has a net capital deficiency that raise
substantial doubt about its ability to continue as a going concern.
DONALD NIX: Proposes $300K Private Sale of Paterson Property to JCM
-------------------------------------------------------------------
Donald Nix, LLC, asks the U.S. Bankruptcy Court for the District of
New Jersey to authorize the private sale of the real property
located at 359-367 Hamilton Avenue, Paterson, Passaic County, New
Jersey, also known as Block 3507, Lot 17, to JCM Investors 1012,
LLC for $300,000.
A hearing on the Motion is set for Feb. 27, 2018.
tHE Debtor acquired the Property for $275,000 in 2004. A tax lien
certificate acquired in 2014 by John A. Fressie Revocable Living
Trust UAD 11/12/20 ("Defendant/Lienholder") in the amount of
$15,938 was foreclosed upon on April 17, 2016.
By 2016, THE Debtor realized the Property needed to be sold for
economic reasons. Prior to filing for Bankruptcy, it caused the
Property to be multiple listed for 6 months which produced one
credible offer.
The Buyer, a prominent investor/developer in the community, and
Debtor had terms agreed and were about to execute a contract.
On March 1, 2017, the Debtor filed a petition for relief under
Chapter 11 of the Bankruptcy Code ahead of a tax lien foreclosure.
The intention was to allow time to execute the contract and
complete the sale of the Property, the proceeds from which would
have enabled Debtor to pay the tax liens in full and realize
substantial equity in the Property. The automatic stay would
provide Debtor time necessary to accomplish this.
On March 15, 2017, the Debtor's Chapter 11 case was dismissed due
to inadvertent electronic filing error through no fault of the
Debtor. Short Notice application for motion to reinstate was
denied, despite recitation that a foreclosure judgment entry was
imminent and that irreparable harm would be done without Stay
protection. On April 17, 2018, judgment of foreclosure was entered
just days before the return date of the motion to reinstate.
On July 12, 2017, the Debtor filed a petition for relief under
Chapter 11 of the Bankruptcy Code for the purpose of avoiding the
real estate transfer and selling the Property as had been
previously planned. It also retained Special Counsel Michael J.
Viscount, Jr. of Fox Rothschild, to bring an adversary proceeding.
An Adversary Proceeding was immediately commenced against the
Defendant/Lienholder. The Complaint asked for relief to be
granted, avoiding preference and fraudulent transfer of the
Property pursuant to 11 U.S.C. Sections 544b, 547 and 548, as well
as other relief.
The Defendant/Lienholder failed to answer the complaint despite the
Plaintiff/Debtors informally offering an extension of more than 2
months. The Defendant/Lienholder made it known he had no plan to
answer.
On Nov. 9, 2017, a Default was entered. Special Counsel for the
Plaintiff/Debtor moved for a Default Judgment and we were advised
the Judge would be deciding on the papers, as the proofs were
previously put on the record at the Adversary Proceeding hearing.
Starting early in the case, the attorneys for the Plaintiff/Debtor
and the Defendant/Lienholder had entered into negotiations. The
Plaintiff/ Debtor asked Judge Meisel to withhold her default ruling
in anticipation of a settlement. However, after many months, the
parties were unable to come to terms. As a result, Special Counsel
for the Debtor wrote to Judge Meisel to inform her that there would
be no settlement. He requested she provide her ruling on the
Default Judgment. Shortly thereafter, Judge Meisel recused herself
from the case.
After the New Year, Debtor reached out to several realtors, one
from Coldwell Banker, and one from Weichert. Each reported back
that they were unaware of any potential buyers at this time. This
past week Debtor was approached by the same buyer who was about to
purchase the Property just before the foreclosure judgment was
entered.
Negotiations resulted in the subject Contract with a purchase price
and terms beneficial to the Estate. All approved creditors claims,
administrative and Trustee fees, would be fully satisfied from the
proceeds of the sale. All encumbrances will attach to the Debtors
proceeds to the extent that they are valid and perfected, in the
same priority as they are entitled under applicable law. Further,
the sale would allow the Debtor to realize equity and serve to
resolve the issues in not only the Adversary Proceeding, but the
underlying Chapter 11 case as well.
This is a private, arms-length transaction on favorable terms. The
Buyer is not an insider, and the purchase price would enable all
creditors to be fully satisfied and all administrative fees to be
paid. Moreover, this is a clean contract and the Property is being
sold "as is." There is no mortgage contingency, no inspection
contingency and no real estate broker involved, and the Buyer takes
the Property subject to an environmental condition. For these
reasons, the sale would benefit the Estate and enable resolution of
the underlying Chapter 11 case.
The Debtor has entered into a Contract with the Buyer, the material
terms of which are:
a. Purchase Price: The full purchase price is $300,000.
b. Deposit: There is a good faith deposit of $15,000. In the
event the Court does not approve the sale, or if marketable title
cannot be obtained, Buyer will be entitled to a refund of his
Deposit.
c. Closing Date: The date is tentatively scheduled for Feb.
27, 2018. The Buyer is aware of the necessity for court approval
and that it may delay the scheduled closing date.
d. Taxes: All past due taxes, tax liens, and costs of sale
will be paid at closing. The current taxes will be prorated.
e. The Debtor asks that all remaining proceeds be used to pay
all approved administrative expenses, valid creditors' claims,
trustee fees, and amounts, all fees necessary to close be disbursed
from proceeds at closing without further Court order and that the
balance of the proceeds be released to the Debtor.
f. Contract Conditions:
i. The Property is being sold "as is." It will be
vacant, and free and clear of possessory leasehold interests. The
Buyer is agreeing to allow continuation of the tenancy of Nix
Transportation, Inc.; Nix Transportation will be allowed to remain
on the premises rent free for 4 months from the date of closing.
Thereafter, Nix Transportation will have to pay $500 per day until
it vacates the premises. $40,000 will be held in escrow from the
Debtor's equity proceeds to be drawn upon if necessary, to cover
per diem in the event of such holdover, should Nix Transportation
fail to vacate at the end of 4 months.
ii. The Property will be conveyed free and clear of liens,
and
with marketable title.
iii. The Buyer takes subject to an environmental condition
caused by an underground oil tank, long since removed. It will at
his expense undertake to do what is required to obtain a Letter of
'No further action necessary' from the DEP.
iv. There are no realtors involved in this transaction.
v. This is a cash Buyer and there is no mortgage
contingency.
vi. The Buyer has already inspected the Property and is
satisfied. There is no inspection contingency.
vii. The Debtor will make application to engage a real
estate attorney.
A copy of the Contract attached to the Motion is available for free
at http://bankrupt.com/misc/Donald_Nix_33_Sales.pdf
The Debtor, acting in its capacity as trustee, asks for Court
approval to reject the nonresidential lease of Miguel Rivera for
the following reasons: (i) to satisfy the condition of vacant
premises under the Contract; (ii) habitual late payment of tenant;
(iii) tenant's rent is well below market for the area, and not in
the best interest of the estate.
The Contract proceeds will be disbursed as follows: (i)
Defendant/lienholder - $108,000(approx.); (ii) jr lienholder -
$40,000 (approx.); (iii) counsel fee - $10,000; (iv) special
counsel fees - $20,000 (balance after $18,500 retainer pd); (v)
r.e. closing attorney - $5,000; (vi) trustee disbursement fee -
$1,750; (vii) unsecured creditors claims disputed by the Debtor -
$10,000 (maximum if allowed); (viii) property taxes - $10,000
(estimated); (ix) realty transfer tax - $2,200 (estimated); and (x)
escrow to cover rental if main tenant overstays - $40,000 (maximum
amount). The total distribution is $246,950.
The distribution amounts set forth above are estimated at the high
end and account for contingencies some of which may not occur. A
more definitive distribution list will be provided to the Court.
It is clear that the proceeds from the contract will be enough to
satisfy all creditors, administrative fees, trustees fees, and
expenses.
The Debtor asks to pay all debts and also realize equity from the
proceeds of the sale of the Property. This would resolve the
issues in the adversary proceeding and the underlying Chapter 11
case.
The Purchaser:
JCM INVESTORS 1012, LLC
441 East 18th Street,
Paterson, NJ
About Donald Nix
Donald Nix LLC sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D.N.J. Case No. 17-24171) on July 12, 2017. In the
petition signed by Donald A. Nix, president, the Debtor estimated
assets and liabilities of less than $500,000. Ellen R. Greenberg,
Esq., is the Debtor's bankruptcy counsel. Michael J. Viscount,
Jr., of Fox Rothschild, has been tapped by the Debtor as special
counsel, to bring an adversary proceeding.
EMPIRE GENERATING: S&P Cuts CCR to 'CCC', Outlook Negative
----------------------------------------------------------
S&P Global Ratings said it lowered its rating on Empire Generating
Co. LLC to 'CCC' from 'B'. The outlook is negative. At the same
time, S&P revised its recovery rating on the debt to '4' from '3',
indicating its expectations for average (30%-50%; rounded estimate:
40%) recovery if a default occurs.
Unfavorable market pressures that have resulted in compressed
energy margins, coupled with the expiration of Brownfield
Redevelopment Tax Credits, have led to financial underperformance
at Empire Generating Co. LLC over the past several quarters. As a
result, sponsors injected $3.4 million into the project as an
equity cure to a covenant breach in the third quarter of 2017, a
solution that can only be used twice in any consecutive 12-month
period, according to the credit agreement. S&P said, "Under our
forward-looking base case scenario, we now believe there is
elevated likelihood that the project may have breached its covenant
threshold in the fourth quarter of 2017 (to be reported around the
end of April 2018) and may also breach the covenant in the first
few quarters of 2018 (first quarter numbers are likely to be
reported at end of May 2018). The 'CCC' rating reflects our view
that Empire is vulnerable to further covenant breaches (a technical
default) in the absence of favorable market forces (i.e. widening
spark spreads or lower delivered fuel cost) or accelerated debt pay
down initiated by sponsor cash injections.
The negative outlook reflects our view that the project is
vulnerable and is dependent upon favorable business, financial, and
economic conditions to maintain compliance with its financial
covenant over the next 12 months. We view the issuer's capital
structure to be unsustainable given current market conditions. We
expect that the project will have difficulty meeting the 1.1x
covenant test over the next two or three reporting periods, at
which time it could face a default if not waived or cured."
S&P said, "A downgrade could occur if we believe that the issuer is
likely to default over the next six months without an unforeseen
positive development.
"An improvement in the rating could occur if Empire's financial
performance improved as a result of increased power prices--which
we think is unlikely right now. This would likely require
significant unforeseen market developments. We could also revise
the outlook to stable or raise the rating if the sponsors were to
facilitate accelerated debt repayment, such that we no longer view
the capital structure as unsustainable."
EQUIAN BUYER: S&P Affirms 'B' CCR Amid OmniClaim Acquisition
------------------------------------------------------------
U.S.-based technology-enabled medical payment audit service
provider Equian Buyer Corp. is planning to raise a $315 million
first-lien term loan add-on to finance its acquisition of cost
containment and payment integrity solutions provider OmniClaim.
S&P Global Ratings affirmed its 'B' corporate credit rating on
Indianapolis-based Equian Buyer Corp. The outlook is stable.
S&P said, "At the same time, we affirmed our 'B' issue-level rating
on the company's first-lien credit facilities, including a $30
million revolving commitment expiring in 2022, $740 million term
loan due in 2024 (amount including the $315 million add on). The
recovery rating on the facilities is '3', indicating our
expectation for meaningful recovery (50%-70%; rounded estimate:
revised to 50% from 60%) in the event of a payment default.
"We estimate the company's adjusted debt will be approximately $787
million at closing, which includes our adjustments for operating
leases and contingent debt obligations.
"The rating affirmation reflects our view that Equian will
successfully integrate OmniClaim and will reduce leverage to the
mid- to low-6x area at year-end 2019, following an uptick in
leverage in 2018. We forecast Equian will continue to generate
healthy free operating cash flow of $40 million to $45 million
annually. We believe the company will likely focus this excess cash
flow on growth and acquisitions, and that deleveraging will result
from Equian achieving higher EBITDA rather than any material debt
reduction. We expect its margins to improve to the high-20% area
and increase slightly as the company benefits from increased
automation and analytics capabilities.
"The stable outlook reflects our view that Equian will integrate
OmniClaim with minimal client disruption and achieve modest
synergies over the next 12 months. However, we expect the increased
debt burden and somewhat limited EBITDA contribution from the
acquisition will cause debt to EBITDA to rise to approximately 7x
at year-end 2018. However, we expect organic growth and expense
control will bring leverage down to the low- to mid-6x area by
year-end 2019.
"We could lower our ratings if Equian's credit metrics do not
strengthen over the near term and leverage remains above 7.5x. This
could occur from an unexpected event such as an IT security breach
or other reputation-damaging event, a failure to integrate
OMniClaim smoothly, unexpected customer contract losses, mergers
and acquisitions, or a change in shareholder distributions leading
to a higher debt burden.Under our base case scenario, the company
has very limited capacity for additional debt.
"Although unlikely over the next 12 months, we could raise the
ratings if the company meaningfully increases scale and diversifies
its end-market concentration. We could also raise our ratings if
New Mountain Capital reduces its ownership stake below 40%, with
Equian improving its debt to EBITDA below 5x and maintaining at
least an adequate liquidity assessment."
FENIX PARTS: BMO Harris Agrees to Forbearance Thru Feb. 28
----------------------------------------------------------
Fenix Parts, Inc., has entered into a Forbearance Agreement to its
Credit Facility with BMO Harris Bank N.A. and its Canadian
affiliate, Bank of Montreal, the Company disclosed in a Form 8-K
filing last month.
The forbearance period under the Forbearance Agreement expires
February 28, 2018. A copy of the Forbearance Agreement is
available at https://is.gd/2mScpE
Under this Forbearance Agreement dated Dec. 29, 2017, and announced
on Jan. 4, 2018, the lenders have agreed to refrain from exercising
their rights and remedies under the Credit Facility with respect to
the Company's non-compliance with applicable financial and other
covenants and any further non-compliance with such covenants.
The Forbearance Agreement permits the Company, among other things,
to add certain quarterly interest payments otherwise due each
quarter of 2017 to the principal amount of debt outstanding and
defer the principal payments that were otherwise due at the end of
each quarter in 2017 to the end of the forbearance period.
Since June 30, 2016, the Company's failure to deliver quarterly
reports on a timely basis and its failure to comply with certain
financial covenants have triggered defaults under the Credit
Facility. On March 27, 2017, the Company entered a Forbearance
Agreement with BMO, which was amended on June 23, 2017.
The Dec. 29 Forbearance Agreement supersedes the previous
agreement.
The Dec. 29 Forbearance Agreement provides that the Company
acknowledges that as of the open of business on Dec. 29, 2017:
(a) Borrowers are indebted to Lenders in respect of the
U.S. Revolving Loans in the principal amount of
$16,631,151.75,
(b) Borrowers are indebted to Lenders in respect of the
Canadian Revolving Loans in the principal amount of
$962,499.56,
(c) Borrowers are indebted to Lenders in respect of the Term
Loan in the aggregate principal amount of $9,143,073.06,
(d) Borrowers are indebted to Lenders in respect of the L/C
Obligations in the principal amount of $1,145,000.00,
(e) Debtors are indebted to Lenders in respect of all
interest in respect of the Loans and Reimbursement
Obligations in the amount of $439,323.91 (which amount
excludes accrued "Default Rate Interest"; and
(f) Borrowers are indebted to Lenders in respect of a
"Forbearance Fee" in the amount of $500,000.
The Company noted that, if it is unable to reach further agreement
with BMO to extend the forbearance period and/or obtain waivers or
amendments to the existing Credit Facility, find acceptable
alternative financing, obtain equity contributions or arrange a
business combination, the lenders could elect to declare some or
all of the amounts outstanding under the Credit Facility to be
immediately due and payable. If this happens, the Company does not
expect to have sufficient liquidity to pay the outstanding amounts
under the Credit Facility. In addition, the Company has significant
obligations under contingent consideration agreements related to
certain acquired companies, and it will need access to additional
credit to be able to satisfy these obligations. As a result,
substantial doubt exists regarding the ability of the Company to
continue as a going concern.
Since March 2017, the Company's Board of Directors has engaged
Stifel, Nicolaus & Co., Inc., a subsidiary of Stifel Financial
Corp., to advise the Board and Company management and to assist in
pursuing a range of potential strategic and financial transactions,
including a business combination, debt and/or equity financing, or
a strategic investment into the Company, that will provide the
Company with improved liquidity and maximize shareholder value.
Since the appointment, Stifel has conducted a comprehensive,
confidential market outreach program to identify potential
interested parties. In addition, interested parties have approached
Stifel and the Company. The extensive nature of the outreach and
the Company's difficulties in filing its SEC reports have slowed
the process.
The Company said it has received a substantial number of proposals
for financial transactions and the Special Committee of the Board
overseeing the process has reviewed each of the various proposals
with Stifel. The Company remains in active discussions with
certain of the interested parties regarding a potential
transaction, and the Board remains committed to the process but has
not set a definitive timetable for completion of this process. The
Board, through its Special Committee, has, and will continue to,
carefully consider all alternatives, but there can be no assurance
that this process will ultimately result in a transaction or other
strategic investment of any kind. The Company does not intend to
disclose any periodic developments or provide further updates on
the progress or status of this process unless it deems further
disclosure is appropriate or required.
For Investor and Media Inquiries, contact:
Chris Kettmann
Tel: 773-497-7575
E-mail: ckettmann@lincolnchurchilladvisors.com
About Fenix Parts
Westchester, Illinois-based Fenix Parts, Inc. (Pink Sheets: FENX),
is a recycler and reseller of original equipment manufacturer
("OEM") automotive products. The company's primary business is auto
recycling, which is the recovery and resale of OEM parts,
components and systems reclaimed from damaged, totaled or low value
vehicles. Customers include collision repair shops (body shops),
mechanical repair shops, auto dealerships and individual retail
customers. Fenix provides its customers with high-quality recycled
OEM products, extensive inventory and product availability,
responsive customer service and fast delivery.
Fenix was founded in 2014 to create a network that offers sales,
fulfillment and distribution in key regional markets in the United
States and Canada. The Fenix companies have been in business an
average of more than 25 years and currently operate from 16
locations throughout the Eastern U.S. and in Ontario, Canada.
Fenix has total assets of $87,500,000 and total liabilities of
$55,586,000 as of March 31, 2017, according to its quarterly report
on Form 10-Q for the period ended March 31, 2017, and filed on
October 31, 2017.
FENIX PARTS: Settles Rift with Ex-Owners of Canadian Founding Cos
-----------------------------------------------------------------
Fenix Parts, Inc., has settled a dispute with former owners of the
Canadian Founding Companies regarding the calculation of contingent
consideration under a 2015 acquisition agreement, the Company said
in a press statement dated Jan. 19, 2018.
Under the settlement, the Company paid these former owners $4.2
million in cash and released 280,000 shares of exchangeable
preferred stock from an escrow. Also, as part of the settlement,
the former owners agreed to convert all their 1.33 million
exchangeable preferred shares into an equal number of shares of
Fenix Parts common stock. The cash portion of the settlement was
less than the letter of credit securing the liability, allowing the
Company to reduce indebtedness as calculated under its credit
facility and providing $0.6 million of additional borrowing
capacity, which the Company has used to pay operating expenses.
Kent Robertson, CEO of Fenix Parts, stated, "We believe the
financial terms of the settlement are favorable to the Company and
its stockholders and settlement of the dispute allows us to avoid
costly and uncertain arbitration, simplifies our capital structure
and resolves uncertainty that has negatively impacted our ability
to pursue strategic and financial transactions."
Also on Jan. 19, the Company disclosed certain preliminary and
unaudited financial results for the quarter ended June 30, 2017 and
for the quarter and nine months ended September 30, 2017.
Fenix said net revenues for the second quarter of 2017 were
approximately $32 million. In addition, the Company's net revenues
for the third quarter of 2017 were approximately $30.5 million. For
the nine months ended September 30, 2017, revenues were $96.6
million compared to approximately $99 million for the first nine
months of 2016. The year-over-year revenue decline is primarily the
result of the suspension of operations at the Company's facility in
Scarborough (Toronto), Ontario, which had been generating
approximately $2 million per quarter in revenues, as a result of a
fire that occurred on April 6, 2017, and a reduction in part sales
driven by lower available inventory.
Mr. Robertson commented, "We continue to see strong demand for our
recycled OEM parts, supported by positive industry dynamics.
Unfortunately, we are not getting the full benefit of the strong
demand and higher commodity prices because of our reduced car
volume and the negative impact of the suspension of operations as a
result of the fire at the Toronto facility. The Company continues
to face significant challenges due to its strained liquidity
position as a result of high professional fees for the periods
covered in this update and limits to its borrowing capacity under
its credit facility."
Mr. Robertson continued, "We reduced the amount spent on vehicle
inventory for the full-service operations by approximately 8% for
the first nine months of 2017 as compared to the prior year, and we
expect this trend to continue as we identify additional
opportunities to further reduce costs. The conclusion of the SEC
investigation and suspension of SEC reporting requirements will
help support these cost-saving efforts going forward."
The Company has removed all the fire-related debris and received
the environmental approvals to restart the Toronto facility, and
permit requests have been filed to reconstruct the facility. The
permit review is underway, but the site will continue to be
non-operational until the Company receives all the necessary local
approvals. The Company has insurance to cover casualty and business
interruption losses; however, claims are subject to deductibles,
limits and certain exclusions, and insurance proceeds may not be
sufficient to cover all the losses incurred.
The Board of Directors of the Company, through its Special
Committee and its financial advisor, Stifel, Nicolaus & Co., Inc.,
continues to pursue a potential strategic and financial transaction
that will improve liquidity and maximize shareholder value, but
there can be no assurance that this process will ultimately result
in a transaction or other strategic investment of any kind. The
Company does not intend to disclose any periodic developments or
provide further updates on the progress or status of this process
unless it deems further disclosure is appropriate or required.
About Fenix Parts
Westchester, Illinois-based Fenix Parts, Inc. (Pink Sheets: FENX),
is a recycler and reseller of original equipment manufacturer
("OEM") automotive products. The company's primary business is auto
recycling, which is the recovery and resale of OEM parts,
components and systems reclaimed from damaged, totaled or low value
vehicles. Customers include collision repair shops (body shops),
mechanical repair shops, auto dealerships and individual retail
customers. Fenix provides its customers with high-quality recycled
OEM products, extensive inventory and product availability,
responsive customer service and fast delivery.
Fenix was founded in 2014 to create a network that offers sales,
fulfillment and distribution in key regional markets in the United
States and Canada. The Fenix companies have been in business an
average of more than 25 years and currently operate from 16
locations throughout the Eastern U.S. and in Ontario, Canada.
Fenix has total assets of $87,500,000 and total liabilities of
$55,586,000 as of March 31, 2017, according to its quarterly report
on Form 10-Q for the period ended March 31, 2017, and filed on
October 31, 2017.
FENIX PARTS: Suspends Reporting Obligations as SEC Probe Ends
-------------------------------------------------------------
Fenix Parts, Inc., has suspended its reporting obligations under
Section 15(d) of the Securities Exchange Act of 1934, as amended,
the Company said in a press statement dated Jan. 19, 2018.
The Company said it was able to take this action because its common
stock was delisted from Nasdaq on June 29, 2017 and because there
were fewer than 300 shareholders of record on January 1, 2018. The
Company's reporting obligations, which include the filing of
quarterly reports on Form 10-Q, annual reports on Form 10-K and
current reports on Form 8-K, will remain suspended so long as there
are fewer than 300 record holders of the Company's common stock.
The Company expects its common stock to continue to be traded on
the OTC Pink, operated by the OTC Markets Group Inc. (also known as
the "Pink Sheets"), so long as market makers demonstrate an
interest in trading in the Company's common stock. However, there
is no assurance that trading in the Company's common stock will
continue on the OTC Pink Market or on any other securities exchange
or quotation medium.
Kent Robertson, CEO of Fenix Parts, commented, "The decision of the
Company's Board of Directors to suspend the Company's SEC reporting
obligations was made after careful consideration of the advantages
and disadvantages of being a public company under current
circumstances and took into account several factors, including the
significant costs associated with preparing and filing periodic
reports with the SEC and high outside accounting, audit, legal and
other costs and expenses associated with being a public company,
including Sarbanes Oxley compliance, as well as the small number of
Company stockholders and the relatively low level of trading in the
Company's common stock in the months following the delisting of the
Company's common stock from the Nasdaq Stock Market. This decision
should result in a benefit to the Company's stockholders by
reducing expenses and permitting management and staff to focus more
energy on operating matters."
In lieu of SEC filings, the Company intends to provide periodic
updates to its shareholders that will include information about the
Company's financial condition and other important business
developments, as it deems appropriate.
Fenix also said it received a letter from the staff of the United
States Securities and Exchange Commission (SEC) advising the
Company that the SEC has completed its inquiry into the Company and
no enforcement action has been recommended. The inquiry was first
disclosed by the Company in October 2016.
Mr. Robertson commented, "We are pleased to have a favorable
outcome and closure to this matter. The conclusion of this matter
will allow Fenix to stop incurring significant legal costs and
committing management resources associated with the inquiry."
About Fenix Parts
Westchester, Illinois-based Fenix Parts, Inc. (Pink Sheets: FENX),
is a recycler and reseller of original equipment manufacturer
("OEM") automotive products. The company's primary business is auto
recycling, which is the recovery and resale of OEM parts,
components and systems reclaimed from damaged, totaled or low value
vehicles. Customers include collision repair shops (body shops),
mechanical repair shops, auto dealerships and individual retail
customers. Fenix provides its customers with high-quality recycled
OEM products, extensive inventory and product availability,
responsive customer service and fast delivery.
Fenix was founded in 2014 to create a network that offers sales,
fulfillment and distribution in key regional markets in the United
States and Canada. The Fenix companies have been in business an
average of more than 25 years and currently operate from 16
locations throughout the Eastern U.S. and in Ontario, Canada.
Fenix has total assets of $87,500,000 and total liabilities of
$55,586,000 as of March 31, 2017, according to its quarterly report
on Form 10-Q for the period ended March 31, 2017, and filed on
October 31, 2017.
FILBIN LAND: Taps Macdonald Fernandez as Legal Counsel
------------------------------------------------------
Filbin Land & Cattle Co., Inc., seeks approval from the U.S.
Bankruptcy Court for the Eastern District of California to hire
MacDonald Fernandez LLP as its legal counsel.
The firm will assist the Debtor in the formulation of a bankruptcy
plan; preparation of schedules and statement of financial affairs;
respond to inquiries from creditors; evaluate claims; and provide
other legal services related to its Chapter 11 case.
Macdonald Fernandez is a "disinterested person" as defined in
Section 101(14) of the Bankruptcy Code, according to court
filings.
The firm can be reached through:
Reno F.R. Fernandez III, Esq.
Macdonald Fernandez LLP
914 Thirteenth Street
Modesto, CA 95354
Tel: (209) 521-8100
Fax: (209) 236-0172
E-mail: reno@macfern.com
About Filbin Land & Cattle Co.
Filbin Land & Cattle Co., Inc., is a privately-held company in
Patterson, California, engaged in the cattle business. It is a
merchant wholesaler of raw farm products.
Filbin Land & Cattle Co. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Cal. Case No. 18-90030) on Jan. 17,
2018. In the petition signed by Jeffery Edward Arambel, president
and chief executive officer, the Debtor estimated assets of $1
million to $10 million and liabilities of $50 million to $100
million. Judge Ronald H. Sargis presides over the case.
FINJAN HOLDINGS: Cisco Systems No Longer Owns Shares as of Dec. 31
------------------------------------------------------------------
Cisco Systems, Inc. reported to the Securities and Exchange
Commission that as of Dec. 31, 2017, it ceases to beneficial owner
of shares of common stock, $0.0001 par value per share, of Finjan
Holdings, Inc. A full-text copy of the regulatory filing is
available for free at https://is.gd/ifjDc8
About Finjan
Established over 20 years ago, Finjan -- http://www.finjan.com/--
is a cybersecurity company focused on four business lines:
intellectual property licensing and enforcement, mobile security
application development, advisory services, and investing in
cybersecurity technologies and intellectual property. Licensing
and enforcement of the Company's cybersecurity patent portfolio is
operated by its wholly-owned subsidiary Finjan, Inc. Finjan became
a wholly owned subsidiary of Finjan Holdings in June of 2013 after
a merger transaction, following which we began trading on the OTC
Markets. The Company's common stock has been trading on the NASDAQ
Capital Market since May 2014. Since the merger, the Company
continues to execute on its existing business lines while outlining
a vision and focusing on growth. Finjan is based in East Palo
Alto, California.
Finjan reported a net loss attributable to common stockholders of
$6.43 million for the year ended Dec. 31, 2016, a net loss
attributable to common stockholders of $12.60 million for the year
ended Dec. 31, 2015, and a net loss of $10.47 million for the year
ended Dec. 31, 2014.
As of Sept. 30, 2017, Finjan Holdings had $45.32 million in total
assets, $11.96 million in total liabilities, $18 million in
redeemable preferred stock and $15.35 million in total
stockholders' equity.
"Based on current forecasts, management believes that our cash and
cash equivalents will be sufficient to meet our anticipated cash
needs for working capital for at least the next 12 months from the
date of filing of this quarterly report. Such forecasts include
approximately $5.9 million of licensing revenue to be received by
March 31, 2018 under existing contracts. We may, however,
encounter unforeseen difficulties that may deplete our capital
resources more rapidly than anticipated. If we need additional
funding, either debt or equity, to support our licensing and
enforcement activities, planned research and development activities
and to better solidify our financial position, it may not be
available on favorable terms, or at all. Under such circumstances,
if we are unable to obtain additional funding on a timely basis,
the Company may be required to curtail or terminate some or all our
business plans," stated Finjan in its quarterly report for the
period ended Sept. 30, 2017.
FRANKLIN ACQUISITIONS: Case Summary & Unsecured Creditor
--------------------------------------------------------
Debtor: Franklin Acquisitions LLC
PO Box 1797
El Paso, TX 79949
Business Description: Franklin Acquisitions LLC is a privately
held company whose principal assets are
located at 932 Cherry Hill, El Paso, TX
79912.
Chapter 11 Petition Date: February 6, 2018
Case No.: 18-30185
Court: United States Bankruptcy Court
Western District of Texas (El Paso)
Debtor's Counsel: Omar Maynez, Esq.
MAYNEZ LAW
1812 Hunter Drive
El Paso, TX 79915
Tel: (915) 599-9100
Fax: (915) 613-4284
E-mail: mail@maynezlaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by William D. Abraham, member.
The Debtor lists the Internal Revenue Service as its sole unsecured
creditor holding an unliquidated amount of claim.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/cacb18-30185.pdf
GASTAR EXPLORATION: BlackRock Has 5.5% Stake as of Dec. 31
----------------------------------------------------------
BlackRock, Inc. reported to the Securities and Exchange Commission
that as of Dec. 31, 2017, it beneficially owns 12,045,670 shares of
common stock of Gastar Exploration Inc., constituting 5.5 percent
of the shares outstanding. A full-text copy of the Schedule 13G is
available for free at https://is.gd/hd6mex
About Gastar Exploration
Houston, Texas-based Gastar Exploration Inc. --
http://www.gastar.com/-- is a pure play Mid-Continent independent
energy company engaged in the exploration, development and
production of oil, condensate, natural gas and natural gas liquids.
Gastar's principal business activities include the identification,
acquisition and subsequent exploration and development of oil and
natural gas properties with an emphasis on unconventional reserves,
such as shale resource plays. Gastar holds a concentrated acreage
position in what is believed to be the core of the STACK Play, an
area of central Oklahoma which is home to multiple oil and natural
gas-rich reservoirs including the Meramec, Oswego, Osage, Woodford
and Hunton formations.
Gastar reported a net loss attributable to common stockholders of
$103.5 million on $58.25 million of total revenues for the year
ended Dec. 31, 2016, compared to a net loss attributable to common
stockholders of $474.0 million on $107.3 million of total revenues
for the year ended Dec. 31, 2015. As of Sept. 30, 2017, Gastar had
$370.8 million in total assets, $391.6 million in total
liabilities, and a total stockholders' deficit of $20.77 million.
* * *
In March 2017, S&P Global Ratings affirmed its 'CCC-' corporate
credit rating, with a negative outlook, on Gastar Exploration.
Subsequently, S&P withdrew all its ratings on Gastar at the
issuer's request.
In April 2017, Moody's Investors Service withdrew all assigned
ratings for Gastar Exploration, including the 'Caa3' Corporate
Family Rating, following the elimination of all of its rated debt.
GOLDEN VISTA: Taps S. Burton, R. Neel as Attorneys
--------------------------------------------------
Golden Vista Construction Inc. seeks approval from the U.S.
Bankruptcy Court for the Central District of California to hire
attorneys in connection with its Chapter 11 case.
The Debtor proposes to hire Stephen Burton, Esq., and Randolph
Neel, Esq., to give advice regarding its duties under the
Bankruptcy Code; assist in the administration of its assets and
liabilities; give advice concerning claims of creditors; assist in
the preparation of a plan of reorganization; and provide other
legal services related to its Chapter 11 case.
Messrs. Burton and Neel will each charge an hourly fee of $400.
The Debtor paid the attorneys a retainer in the sum of $61,000
prior to the Petition Date.
Both attorneys disclosed in a court filing that they are
"disinterested persons" as defined in section 101(14) of the
Bankruptcy Code, according to court filings.
The attorneys maintain an office at:
Stephen L. Burton, Esq.
16133 Ventura Boulevard, 7th Floor
Encino, CA 91436
Phone: (818) 501-5055
Fax: (818) 501-5849
Email: steveburtonlaw@aol.com
- and –
Randolph L. Neel, Esq.
1601 W. Riverside Drive
Burbank, CA 91506
Phone: (818) 558-5747
Fax: (818) 558-5782
Email: rneel@neellawgroup.com
About Golden Vista Construction Inc.
Golden Vista Construction Inc., which conducts business under the
name Golden Valley Construction, is a privately-held construction
company in Lancaster, California. Established in 2000, Golden
Vista is a small business organization that provides exterior
renovation, home additions, basement remodeling, garage remodeling,
tree stump removal, landscaping and lawn services. It posted gross
revenue of $4.76 million in 2016, gross revenue of $9.77 million in
2015, and gross revenue of $11.36 million in 2014.
Golden Vista Construction sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Calif. Case No. 17-22362) on October
9, 2017. Michael E Emerson, president, signed the petition.
At the time of the filing, the Debtor disclosed $1.76 million in
assets and $3.75 million in liabilities.
Judge Sheri Bluebond presides over the case.
GREAT BASIN: Hudson Bay Discloses 9.9% Stake as of Dec. 31
----------------------------------------------------------
In a Schedule 13G/A filed with the Securities and Exchange
Commission, Hudson Bay Capital Management LP and Sander Gerber
disclosed that as of Dec. 31, 2017, they beneficially own 1,280,076
shares of common stock of Great Basin Scientific, Inc. (including
1,034,037 shares of Common Stock issuable upon conversion of
convertible notes), constituting 9.9 percent of the shares
outstanding.
Great Basin informed the Reporting Persons in writing that as of
Dec. 31, 2017, there were 11,779,540 shares of Common Stock
outstanding. The percentage of Common Stock for each Reporting
Person are based on the Company's total number of outstanding
shares of Common Stock and assume the conversion of the convertible
notes held by Hudson Bay Master Fund Ltd., subject to the 9.99%
Blocker.
Pursuant to the terms of the Securities, the Reporting Persons
cannot convert the Securities if the Reporting Persons would
beneficially own, after that conversion, more than 9.99% of the
outstanding shares of Common Stock.
The Investment Manager, which serves as the investment manager to
Hudson Bay Master Fund Ltd., in whose name the securities reported
herein are held, may be deemed to be the beneficial owner of all
shares of Common Stock held by Hudson Bay Master Fund Ltd. and all
shares of Common Stock, subject to the 9.99% Blocker, underlying
the Securities held by Hudson Bay Master Fund Ltd. Mr. Gerber
serves as the managing member of Hudson Bay Capital GP LLC, which
is the general partner of the Investment Manager. Mr. Gerber
disclaims beneficial ownership of these securities.
A full-text copy of the regulatory filing is available at:
https://is.gd/1QeEtB
About Great Basin
West Valley City, Utah-based Great Basin Scientific Inc. --
http://www.gbscience.com/-- is a molecular diagnostics company
that commercializes breakthrough chip-based technologies. The
Company is dedicated to the development of simple, yet powerful,
sample-to-result technology and products that provide fast,
multiple-pathogen diagnoses of infectious diseases. The Company's
vision is to make molecular diagnostic testing so simple and
cost-effective that every patient will be tested for every serious
infection, reducing misdiagnoses and significantly limiting the
spread of infectious disease.
Great Basin reported a net loss of $89.14 million on $3.04 million
of revenues for the year ended Dec. 31, 2016, compared to a net
loss of $57.89 million on $2.14 million of revenues for the year
ended Dec. 31, 2015. As of March 31, 2017, Great Basin had $29.24
million in total assets, $59.10 million in total liabilities, and a
total stockholders' deficit of $29.86 million.
Great Basin's independent accountants, BDO USA, LLP, in Salt Lake
City, Utah, expressed "substantial doubt" about the Company's
ability to continue as a going concern noting that the Company has
incurred substantial losses from operations, has negative operating
cash flows and has a net capital deficiency.
HCR MANORCARE: Seeks Dismissal of QCP's Receivership Claims
-----------------------------------------------------------
Quality Care Properties, Inc., intends to continue to pursue a
receivership complaint against HCR ManorCare, QCP disclosed in a
Form 8-K filing with the Securities and Exchange Commission.
On August 17, 2017, QCP filed a complaint in Superior Court of the
State of California for the County of Los Angeles against its
principal tenant, HCR III Healthcare, LLC, and its parent, HCR
ManorCare, Inc., seeking the appointment of an independent receiver
for QCP's skilled nursing and assisted living/memory care
facilities.
QCP most recently extended the deadline for HCR ManorCare's
response to QCP's receivership complaint to January 26, 2018.
On January 26, HCR ManorCare responded to the complaint by filing a
motion to dismiss certain claims in the receivership complaint.
"QCP intends to pursue available judicial paths, will object to HCR
ManorCare's request for dismissal of the receivership action and
will continue to pursue the receivership complaint," the Company
said on January 30, 2018.
QCP noted that HCR ManorCare continues to be in default under the
Master Lease and Security Agreement, dated as of April 7, 2011, as
amended and supplemented, and the Guaranty of Obligations effective
as of February 11, 2013, with respect to obligations under the
Master Lease. Furthermore, HCR ManorCare has failed to pay the
Reduced Cash Rent amount of $14 million due on January 25, 2018
under the Master Lease.
Forbearance Deal
On April 5, 2017, QCP entered into a forbearance agreement with HCR
III and HCRMC -- together, "HCR ManorCare". Among other things,
the Agreement required HCR ManorCare to make cash rent payments of
$32 million for each of April, May and June of 2017, with a
deferral of payment of the additional $7.5 million per month
otherwise due until the earlier of (i) July 5, 2017 and (ii) an
early termination of the Agreement, with all deferred amounts
becoming immediately due and payable upon an early termination.
The Agreement also required HCR ManorCare to deliver its 2016
audited financial statements and auditor consent to QCP not later
than April 10, 2017, which were received on April 10, 2017 and
included a "going concern" exception for HCR ManorCare in the
auditor opinion.
During the term of the Agreement, QCP also agreed to provide HCR
ManorCare with a temporary secured extension of credit of up to $7
million per month during each of April, May and June of 2017 (up to
$21 million in the aggregate), which would be due and payable in
full not later than December 31, 2017, subject to acceleration upon
certain events.
HCR ManorCare made the reduced cash rent payments of $32 million
for each of April and May of 2017. HCR ManorCare borrowed $7
million for April 2017 under the temporary secured credit
agreement.
On June 2, 2017, QCP received $15 million from HCR ManorCare,
constituting $8 million of rent and repayment of the $7 million
secured loan extended pursuant to the Agreement, rather than the
full $32 million in rent required to be paid for June 2017 under
the terms of the Agreement.
In a Form 10-Q quarterly report filed in November, QCR said HCR
ManorCare is required to pay approximately $39.5 million in monthly
rent under the parties' Master Lease.
On July 7, 2017, QCP received approximately $8.2 million from HCR
ManorCare. On July 7, QCP delivered a notice of default under the
Master Lease relating to nonpayment of rent due and other matters.
The notice of default demanded payment of all current and past due
rent, totaling approximately $79.6 million, by the end of the day
on July 14, 2017. The amount was not paid, and therefore, an Event
of Default exists under the Master Lease, requiring the immediate
payment of an additional approximately $265 million of Tranche B
DRO and permitting the QCP lessors to terminate the Master Lease,
appoint receivers or exercise other remedies with respect to any
and all leased properties. On August 3, 2017, QCP received
approximately $23.0 million in rent from HCR ManorCare.
On September 25, October 19 and November 2, 2017, QCP announced
that it had agreed with HCR ManorCare to extend the deadline for
HCR ManorCare's response to QCP's receivership complaint to October
18, November 1 and December 1, 2017, respectively, in each case
subject to Court approval (which was granted), to allow for the
continuation of workout discussions, including with respect to the
sale or re-leasing of any of the HCRMC Properties. HCR ManorCare
continues to be in default under the Master Lease. HCR ManorCare
paid approximately $17.6 million and $21.0 million in rent for
September and October 2017, respectively. Over $446 million in rent
and other obligations continue to be immediately due and payable
under the Master Lease.
As of June 30, 2017, in connection with management's belief that an
Event of Default was imminent and the closing of QCP's fiscal
quarter, the Company expected to have the ability to sell or
re-lease any HCRMC Property unencumbered by the Master Lease. This
resulted in a reduction in the expected holding period of certain
facilities, which resulted in an impairment charge of $382.0
million during the second quarter of 2017. As of September 30,
2017, the Company determined there was a reduction in the expected
holding period of certain additional facilities, which resulted in
an impairment charge of $9.9 million during the third quarter of
2017.
QCP said in its quarterly report that it incurred legal, advisory
and diligence costs related to its restructuring and workout
discussions with HCRMC totaling $5.5 million and $13.4 million
during the three and nine months ended September 30, 2017,
respectively.
The Company also recognized HCRMC rental and related revenues
totaling $48.9 million and $116.4 million for the three months
ended September 30, 2017 and 2016, respectively, and $226.2 million
and $345.8 million for the nine months ended September 30, 2017 and
2016, respectively.
About Quality Care Properties
Headquartered in Bethesda, Maryland, Quality Care Properties, Inc.
is a real estate company focused on post-acute/skilled nursing and
memory care/assisted living properties. QCP's properties are
located in 29 states and include 257 post-acute/skilled nursing
properties, 61 memory care/assisted living properties, a surgical
hospital and a medical office building as of October 20, 2017.
QCP was formed in 2016 to hold:
* the HCR ManorCare, Inc. portfolio,
* 28 other healthcare related properties,
* a deferred rent obligation due from HCRMC under a master
lease agreement -- Tranche B DRO; and
* an equity method investment in HCRMC previously held by
HCP, Inc.
QCP was a wholly owned subsidiary of HCP. It was separated from
HCP, effective October 31, 2016.
At Sept. 30, 2017, QCP had total assets of $4,464,183,000 against
total liabilities of $1,804,133,000.
* * *
As reported by the Troubled Company Reporter on Oct. 24, 2017,
Moody's Investors Service confirmed QCP's ratings, including its
Caa1 corporate family rating (CFR) following QCP's announcement
that the REIT's work-out discussions with its struggling tenant,
HCR Manorcare, Inc. (HCR, unrated), are continuing. Moody's said
the continued discussions indicate that both QCP and HCR are
pursuing an out-of-court resolution, a welcome development for QCP
from a credit perspective.
As reported by the TCR on Dec. 20, 2017, S&P Global Ratings lowered
its corporate credit rating on QCP to 'CCC' from 'B-' after the
company announced it would extend the deadline to negotiate with
HCR ManorCare until Jan. 15, 2018, with no amendment or waiver
reached on the covenant under its credit facilities. HCR's
operating performance has weakened significantly, limiting the
company's ability to pay rent sufficient enough to alleviate a
covenant breach. According to S&P's projections, the debt service
coverage covenant (DSC) could be breached as early as the first or
second quarter of 2018.
About HCP ManorCare
HCR ManorCare Inc. operates skilled-nursing and assisted-living
facilities.
HELIOS AND MATHESON: Hudson Bay Has 9.9% Stake as of Dec. 31
------------------------------------------------------------
Hudson Bay Capital Management LP, as investment manager, and Sander
Gerber reported to the Securities and Exchange Commission that as
of Dec. 31, 2017, they beneficially own 2,606,129 shares of common
stock issuable upon exercise of rights and/or warrants and/or
conversion of convertible notes of Helios and Matheson Analytics
Inc., constituting 9.9 percent of the shares outstanding.
The Company informed the Reporting Persons in writing that as of
Dec. 31, 2017, there were 23,481,253 shares of Common Stock
outstanding. The percentage for each Reporting Person are based on
the Company's total number of outstanding shares of Common Stock
and assume the exercise of warrants and/or rights and/or conversion
of convertible notes held by Hudson Bay Master Fund Ltd., subject
to the Blockers.
Pursuant to the terms of the rights held by Hudson Bay Master Fund
Ltd., the Reporting Persons cannot exercise those rights if the
Reporting Persons would beneficially own, after such exercise, more
than 9.9% of the outstanding shares of Common Stock. Pursuant to
the terms of the warrants and convertible notes held by Hudson Bay
Master Fund Ltd., the Reporting Persons cannot exercise those
warrants or convert such convertible notes if the Reporting Persons
would beneficially own, after such exercise or conversion, more
than 9.99% of the outstanding shares of Common Stock.
Consequently, at this time, the Reporting Persons are not able to
exercise or convert all of the Securities due to the Blockers.
The Investment Manager, which serves as the investment manager to
Hudson Bay Master Fund Ltd., in whose name the securities reported
herein are held, may be deemed to be the beneficial owner of all
shares of Common Stock, subject to the Blockers, underlying the
Securities held by Hudson Bay Master Fund Ltd. Mr. Gerber serves
as the managing member of Hudson Bay Capital GP LLC, which is the
general partner of the Investment Manager. Mr. Gerber disclaims
beneficial ownership of these securities.
A full-text copy of the regulatory filing is available at:
https://is.gd/bVdq8c
About Helios and Matheson
Helios and Matheson Analytics Inc. (NASDAQ: HMNY) --
http://www.hmny.com/-- provides information technology consulting,
training services, software products and an enhanced suite of
services of predictive analytics. Servicing Fortune 500
corporations and other large organizations, HMNY focuses mainly on
BFSI technology verticals. HMNY's solutions cover the entire
spectrum of IT needs, including applications, data, and
infrastructure. HMNY is headquartered in New York, NY and listed
on the NASDAQ Capital Market under the symbol HMNY.
As of Sept. 30, 2017, Helios and Matheson had $17.46 million in
total assets, $41.54 million in total liabilities, $2.09 million in
redeemable common stock and a total shareholders' deficit of $26.17
million.
The Company had a net loss of $7.381 million and $2.110 million for
the years ended Dec. 31, 2016 and 2015, respectively. As a result,
these conditions had raised substantial doubt regarding its ability
to continue as a going concern.
As of Dec. 31, 2016, the Company had cash and working capital of
$2.747 million and $1.229 million, respectively. During the year
ended Dec. 31, 2016, the Company used cash from operations of
$2.134 million. In addition, as of the date the financial
statements were issued, the Company has notes receivable of $6.900
million from a convertible note holder. Management believes that
current cash on hand coupled with the notes receivable makes it
probable that the Company's cash resources will be sufficient to
meet the Company's cash requirements through approximately April
2018. If necessary, management also determined that it is probable
that external sources of debt and/or equity financing could be
obtained based on management's history of being able to raise
capital coupled with current favorable market conditions. As a
result of both management's plans and current favorable trends in
improving cash flow, the Company concluded that the initial
conditions which raised substantial doubt regarding the ability to
continue as a going concern have been alleviated.
HOUSE MOSAIC: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: House Mosaic Holdings, LLC
dba Urban Mosaic Homes
6115 Bending Oaks Street
Houston, TX 77050
Business Description: House Mosaic Holdings, LLC, headquartered in
Houston, Texas, listed itself as a Single
Asset Real Estate (as defined in 11 U.S.C.
Section 101(51B)).
Chapter 11 Petition Date: February 5, 2018
Court: United States Bankruptcy Court
Southern District of Texas (Houston)
Case No.: 18-30473
Judge: Hon. Jeff Bohm
Debtor's Counsel: Margaret Maxwell McClure, Esq.
LAW OFFICE OF MARGARET M. MCCLURE
909 Fannin, Suite 3810
Houston, TX 77010
Tel: 713-659-1333
Fax: 713-658-0334
E-mail: margaret@mmmcclurelaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Amelia Jarmon, managing member.
The Debtor did not file a list of its 20 largest unsecured
creditors together with the petition.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/txsb18-30473.pdf
HOVNANIAN ENTERPRISES: Closes Financing Transactions With GSO
-------------------------------------------------------------
Hovnanian Enterprises, Inc., has closed its previously announced
financing transactions with GSO Capital Partners LP, Blackstone's
credit platform, and certain funds managed or advised by it.
As part of such financing transactions, the Company's wholly-owned
subsidiary, K. Hovnanian Enterprises, Inc., accepted all of the
$170,226,000 aggregate principal amount of the 8.000% Senior Notes
due 2019 tendered in its previously announced exchange offer with
respect to the 8% 2019 Notes (representing 72.14% of the aggregate
principal amount outstanding prior to the Exchange Offer). In
connection therewith, on Feb. 1, 2018, K. Hovnanian issued
$90,590,000 aggregate principal amount of its 13.5% Senior Notes
due 2026 and $90,120,000 aggregate principal amount of its 5.0%
Senior Notes due 2040 pursuant to an Indenture, dated as of
Feb. 1, 2018, by and among K. Hovnanian, the Company, the other
guarantors named therein and the trustee named therein. In
addition, K. Hovnanian at Sunrise Trail III, LLC, a wholly-owned
subsidiary of Hovnanian, purchased for $26,519,999 in cash, as part
of the Exchange Offer, $26,000,000 aggregate principal amount of
the 8% 2019 Notes, in accordance with the previously disclosed
terms of the Exchange Offer.
In addition, as previously announced, K. Hovnanian and the Company
entered into credit agreements, dated Jan. 29, 2018, with GSO and
certain funds managed or advised by it that provide for (i) a
senior unsecured term loan credit facility, consisting of $132.5
million of initial term loans, and up to $80.0 million of delayed
draw term loans available to refinance 8% 2019 Notes that remain
outstanding following the consummation of the Exchange Offer and
(ii) a senior secured first lien revolving credit facility of up to
$125.0 million of senior secured first priority revolving loans to
refinance its current $75 million first priority secured term loan
and for general corporate purposes. On Feb. 1, 2018, K. Hovnanian
closed on the borrowing of $132.5 million of initial term loans,
the proceeds of which were used to redeem, on Feb. 1, 2018, all of
K. Hovnanian's outstanding $132,546,000 aggregate principal amount
of 7.000% Senior Notes due 2019. Other borrowings under these
credit facilities will be available on the dates and subject to the
terms and conditions set forth therein.
"We are pleased to have successfully closed this transaction and
with significant participation in the exchange offer," stated Ara
K. Hovnanian, Chairman of the Board, president and chief executive
officer. "This refinancing will provide us with much-needed
financial flexibility and additional liquidity to help continue
growing our business. Not only do the refinancing agreements push
out our 2019 maturities at favorable rates, but GSO has also
provided us with a $125 million credit facility to refinance our
$75 million term loan in September of 2018 and for general
corporate purposes and a commitment to purchase $25 million of
additional 10.5% senior secured notes to be issued in January 2019.
Our plan continues to be to use cash to pay off our unsecured
revolving credit facility at its maturity dates in 2018. Since our
next significant maturity is not until the end of 2021, we will be
focusing with increased concentration on reloading our land
position, executing to our business plan and further improving our
operating results."
About Hovnanian Enterprises
Hovnanian Enterprises, Inc., founded in 1959 by Kevork S.
Hovnanian, is headquartered in Red Bank, New Jersey. The Company
is a homebuilder with operations in Arizona, California, Delaware,
Florida, Georgia, Illinois, Maryland, New Jersey, Ohio,
Pennsylvania, South Carolina, Texas, Virginia, Washington, D.C. and
West Virginia. The Company's homes are marketed and sold under the
trade names K. Hovnanian Homes, Brighton Homes® and Parkwood
Builders. As the developer of K. Hovnanian's Four Seasons
communities, the Company is also one of the nation's largest
builders of active lifestyle communities.
Hovnanian Enterprises reported a net loss of $332.2 million for the
year ended Oct. 31, 2017, compared to a net loss of $2.81 million
for the year ended Oct. 31, 2016. As of Oct. 31, 2017, Hovnanian
Enterprises had $1.90 billion in total assets, $2.36 billion in
total liabilities and a total stockholders' deficit of $460.37
million.
* * *
In April 2016, Moody's Investors Service downgraded the Corporate
Family Rating of Hovnanian Enterprises to 'Caa2' and Probability of
Default Rating to 'Caa2-PD'. The downgrade of the Corporate Family
Rating reflects Moody's expectation that Hovnanian will need to
dispose of assets and seek alternative financing methods in order
to meet its upcoming debt maturity wall.
As reported by the TCR on Feb. 1, 2018, S&P Global Ratings lowered
its corporate credit rating on Hovnanian Enterprises to 'SD' from
'CC'. The downgrade follows the disclosure that Hovnanian has
completed a debt exchange, whereby holders of up to $185 million of
the 8% senior notes received newly issued 3.5% unsecured notes due
2026, 5% unsecured notes due 2040, and $26.5 million in cash. S&P
views the exchange as distressed since the new securities'
maturities extend beyond the original securities and because it
believed there was a realistic possibility of a conventional
default before the exchange.
Also in February 2018, Fitch Ratings downgraded Hovnanian
Enterprises' Issuer Default Rating (IDR) to 'C' from 'CCC'
following the company's announcement that it will be exchanging up
to $185 million of its $236 million 8% senior unsecured notes due
Nov. 1, 2019 for a combination of cash, new 13.5% senior unsecured
notes due 2026 and new 5% senior unsecured notes due 2040.
HTC ENTERPRISE: Taps Atty. Gary Lyon as Legal Counsel
-----------------------------------------------------
HTC Enterprise, LLC seeks approval from the U.S. Bankruptcy Court
for the Eastern District of Texas to hire Gary Lyon, Esq., as its
legal counsel.
Mr. Lyon will advise the Debtor regarding its duties under the
Bankruptcy Code; assist in the preparation of a plan of
reorganization; and provide other legal services related to its
Chapter 11 case.
Mr. Lyon will charge an hourly fee of $400 for his services.
Paralegals assisting him will charge $75 per hour.
The Debtor paid the attorney $6,000 prior to the petition date for
pre-bankruptcy services he provided in preparation for the filing
of its case.
In a court filing, Mr. Lyon disclosed that he is a "disinterested
person" as defined in section 101(14) of the Bankruptcy Code.
Mr. Lyon maintains an office at:
Gary G. Lyon, Esq.
6401 W. Eldorado Parkway, Suite 234
McKinney, TX 75070
Phone: (214) 620-2034
Fax: (469) 521-7219
E-mail: glyon.attorney@gmail.com
About HTC Enterprise
HTC Enterprise, LLC owns four pieces of real estate located in
Denton and Terrell, Texas, that it leases to third parties.
HTC Enterprise sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. E.D. Texas Case No. 17-42876) on Dec. 30, 2017. In
the petition signed by Gary W. Roberson, owner, the Debtor
estimated assets of less than $1 million and liabilities of less
than $500,000. Judge Brenda T. Rhoades presides over the case.
Gary Lyon, Esq., in McKinney, Texas, serves as counsel to the
Debtor.
HUMANIGEN INC: Nomis Bay Has 24.56% Stake as of Feb. 1
------------------------------------------------------
Nomis Bay Ltd disclosed in a Schedule 13D/A filed with the
Securities and Exchange Commission that as of Feb. 1, 2018, it may
be deemed to be the beneficial owner of 3,680,106 shares of common
stock of Humanigen Inc. or 24.56% of the shares of the Common Stock
of the Issuer outstanding, based upon the 14,986,712 shares of
Common Stock outstanding as of Nov. 10, 2017, as disclosed by the
Issuer on its quarterly report on Form 10-Q filed with the SEC on
Nov. 17, 2017.
"The Reporting Person intends to review its investment in the
Issuer on a continuing basis. Depending on various factors
including, without limitation, the Issuer's financial position and
investment strategy, the price levels of the Common Stock,
conditions in the securities markets and general economic and
industry conditions, the Reporting Person may in the future take
such actions with respect to its investment in the Issuer as it
deems appropriate including, without limitation, making proposals
to the Issuer concerning changes to the capitalization, ownership
structure or operations of the Issuer, purchasing additional shares
of Common Stock, selling some or all of its shares of Common Stock,
engaging in short selling of or any hedging or similar transaction
with respect to the shares of Common Stock or changing its
intention with respect to any and all matters referred to in Item
4," according to the regulatory filing.
A full-text copy of the Schedule 13D/A is available for free at:
https://is.gd/R6NMxc
About Humanigen, Inc.
Formerly known as KaloBios Pharmaceuticals, Inc., Humanigen, Inc.,
(OTCQB: HGEN), -- http://www.humanigen.com/-- is a
biopharmaceutical company focused on advancing medicines for
patients with neglected and rare diseases through innovative,
accelerated business models. Lead compounds in the portfolio are
benznidazole for the potential treatment of Chagas disease in the
U.S., and the proprietary monoclonal antibodies, lenzilumab and
ifabotuzumab. Lenzilumab has potential for treatment of various
rare diseases, including hematologic cancers such as chronic
myelomonocytic leukemia (CMML) and juvenile myelomonocytic leukemia
(JMML). Humanigen is based in Brisbane, California.
KaloBios filed a voluntary petition for bankruptcy protection under
Chapter 11 of Title 11 of the United States Bankruptcy Code (Bankr.
D. Del. Case No. 15-12628) on Dec. 29, 2015. The Company was
represented by Eric D. Schwartz of Morris, Nichols, Arsht &
Tunnell. KaloBios emerged from Chapter 11 bankruptcy six months
later.
HORNE LLP, in Ridgeland, Mississippi, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2016, noting that the Company has recurring losses
from operations that raise substantial doubt about its ability to
continue as a going concern.
KaloBios reported a net loss of $27.01 million in 2016 following a
net loss of $35.37 million in 2015. As of Sept. 30, 2017,
Humanigen had $2.56 million in total assets, $24.14 million in
total liabilities and a total stockholders' deficit of $21.57
million.
HYDROSCIENCE TECHNOLOGIES: Sale of All Assets to Seamap Approved
----------------------------------------------------------------
Judge Russell F. Nelms of the US Bankruptcy Court for the Northern
District of Texas authorized Hydroscience Technologies, Inc.
("HTI") and Solid Seismic, LLC to sell all or virtually all of
their assets associated with or related to their intellectual
property to Seamap USA, LLC for (i) $3 million in cash; (ii) waiver
or subordination of distribution on POC No. 31 filed by Mitsubishi
Heavy Industries, Ltd. ("MHI") against HTI in the amount of $7.33
million; (iii) waiver or subordination of distribution on POC No.
30 filed by Seamap Pte, Ltd. against HTI in the amount of $3.95
million; (iv) payment by the Debtors of $500,000 to Tokio Marine &
Nichido Fire Insurance Co. Ltd. on the Effective Date of the
Debtors' Plan; and (vi) waiver or subordination of distribution on
the rest of POC No. 32 filed by Tokio Marine against HTI in the
amount of $4.62 million.
The Court conducted a hearing on the Sale Motion on Jan. 31, 2018.
The sale is free and clear of all liens, claims, encumbrances, or
interests. The Closing Date, as defined in the Asset Purchase
Agreement, will occur as soon as reasonably possible, given time is
of the essence to maximize recovery to the Estate.
No executory contracts or unexpired leases were designated by the
Debtors as Designated Contracts to be assumed and assigned to the
Purchaser. Consequently, none of the Debtors' executory contracts
or unexpired leases are being assigned to the Purchaser.
All amounts to be paid to the Buyer pursuant to the Asset Purchase
Agreement constitute administrative expenses under Sections 503(b)
and 507(a)(1) of the Bankruptcy Code and are immediately payable if
and when the obligations of the Debtors arise under the Asset
Purchase Agreement, without any further order of the Bankruptcy
Court.
About Hydroscience Technologies
Established in 1996, Hydroscience Technologies, Inc. --
http://www.seamux.com/-- designs, manufactures, and delivers
customized systems for various seismic applications for the
commercial, government, and education agencies.
In 2011, Solid Seismic, LLC, was formed to expedite and focus on
product development, including solid cable and sensor technology.
HTI owns all of the intellectual property of Solid Seismic with its
70% equity interest in the company.
HTI and Solid Seismic sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Tex. Case Nos. 17-41442 and 17-41444)
on April 3, 2017.
In the petitions were signed by Fred Woodland, manager of Solid
Seismic, HTI estimated its assets at $10 million to $50 million and
debt at $1 million to $10 million, and Solid Seismic estimated its
assets at $1 million to $10 million and debt at $10 million to $50
million.
The cases are jointly administered before Judge Russell F. Nelms.
No trustee, examiner or creditors' committee has been appointed.
On Dec. 20, 2017, the Debtors' filed their Joint Chapter 11 Plan.
ICPW LIQUIDATION: Debtor, Equity Holders File LIquidating Plan
--------------------------------------------------------------
ICPW Liquidation Corporation, formerly known as Ironclad
Performance Wear Corporation, on Feb. 5, 2018, disclosed that the
Company and its subsidiary (the Debtors), together with the
Official Committee of Equity Security Holders (the OCEH and
together with the Debtors, the Plan Proponents), filed a Joint Plan
of Liquidation with the U. S. Bankruptcy Court, Central District of
California, San Fernando Valley Division. Among other matters, the
Joint Plan of Liquidation provides for the cancellation of all
outstanding shares of the Company's common stock, an initial
estimated distribution to record holders as of a to-be-determined
record date of approximately 11.28 cents per share within 90 days
following confirmation of the Joint Plan of Liquidation, and a path
to a final distribution to the same record holders within 12 to 24
months following the initial distribution.
While the Joint Plan of Liquidation remains subject to further
revision by the Plan Proponents, the Bankruptcy Court has scheduled
a hearing on February 12, 2018 to consider the confirmation of the
Joint Plan of Liquidation. The Debtors can provide no assurance
that the Bankruptcy Court will confirm the Joint Plan of
Liquidation at such hearing.
Among other matters, the Joint Plan of Liquidation provides that on
its effective date, which will be the first business day at least
15 days following the date of entry of the Bankruptcy Court order
confirming the Joint Plan of Liquidation and the satisfaction or
waiver by the Plan Proponents of certain conditions to the
effectiveness of the Joint Plan of Liquidation, the outstanding
shares of the Company's common stock will be cancelled in exchange
for non-transferrable beneficial interests in a trust (the Trust)
to be established as of the effective date of the Joint Plan of
Liquidation. The purpose of the Trust is, among other matters, to
distribute proceeds to holders of beneficial interests in the Trust
(the Trust Beneficiaries) and investigate and, if appropriate,
pursue all claims and causes of action that belong to the Debtors'
bankruptcy estates that are assigned to the Trust for the benefit
of the Trust Beneficiaries.
The Trust Beneficiaries will be holders of record (the Record
Holders) of shares of the Company's common stock as of the date
determined in accordance with the Joint Plan of Liquidation (the
Record Date). The Company has requested that the Financial
Industry Regulatory Authority (FINRA) halt trading in shares of the
Company's common stock, and the Company will advise FINRA of the
proposed Record Date not less than 10 days in advance of such
date.
Under the Joint Plan of Liquidation, all of the outstanding shares
of the Company's common stock existing on the effective date of the
Joint Plan of Liquidation will be cancelled, and the Record Holders
who owned shares of the Company's common stock on the Record Date
will become holders of non-transferable beneficial interests in the
Trust in exchange for those shares. The Company or the Trustee of
the Trust will seek to terminate the Company's reporting
obligations in compliance with federal and state securities laws.
Pursuant to the Joint Plan of Liquidation, the Company's Board of
Directors, acting in its capacity as the administrator of the
Company's 2006 Stock Incentive Plan, as amended (the SIP), will
exercise its authority under the SIP to cancel on the date that is
two business days prior to the Record Date (the Option Cancellation
Date) all outstanding options to purchase shares of the Company's
common stock issued under the SIP without payment of any
consideration, and to notify (at least 10 days prior to the Option
Cancellation Date) each holder of such outstanding options of such
holder's right to exercise the vested portion of such outstanding
options by the earlier of (x) their current expiration date or (y)
5:00 PM Pacific Time on the day prior to the Option Cancellation
Date. Subject to the terms of the SIP, the Trustee will recognize
all authorized shares of Common Stock issued to holders of Options
that have been exercised and fully paid prior to the Option
Cancellation Date (the Option Shares) as belonging to Record
Holders. The Option Shares will be included in the total of Record
Shares to be cancelled as of the Effective Date.
The Company has preliminarily estimated an initial distribution of
11.28 cents per share by the Trustee based upon estimated available
funds of $9,659,669 to the Record Holders and cancellation of
85,646,354 Record Shares on the Effective Date. If any of these
assumptions proves to be inaccurate, that will necessarily effect
on a dollar-for-dollar basis (higher or lower) the amount of the
initial distribution to be made to the Record Holders and the
availability of one or more secondary distributions. The Company
can provide no assurance that the initial distribution from the
Trust to Trust Beneficiaries will equal or exceed 11.28 cents per
share. The actual amount of the initial distribution from the
Trust to Trust Beneficiaries will be determined by the Trustee of
the Trust once the Trust is established and funds are transferred
to the Trust from and after the Effective Date.
About Ironclad Performance Wear
Ironclad Performance Wear Corporation (otc pink:ICPWQ) designs and
manufactures branded performance work wear for a variety of
construction, do-it-yourself, industrial, sporting goods and
general services markets. Since inception, the company has
leveraged its proprietary technologies to design task-specific
technical gloves and performance apparel designed to improve the
wearer's ability to perform specific job functions.
Ironclad's gloves are available through industrial suppliers,
hardware stores, home centers, lumber yards, and sporting goods
retailers nationwide; and through authorized distributors in North
America, Europe, Australia, Middle East, Asia and South America.
Ironclad Performance Wear Corp, a California corporation and
Ironclad Performance Wear Corp, a Nevada corporation sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D.
Cal. Case Nos. 17-12408 and 17-12409) on Sept. 8, 2017. Geoffrey
L. Greulich, chief executive officer, signed the petitions. The
cases are jointly administered and are assigned to Judge Martin R.
Barash.
Ironclad California estimated assets of $10 million to $50 million
and liabilities of $1 million to $10 million. In its schedules,
Ironclad Nevada disclosed $16.6 million in assets and $8.05 million
in debt.
Levene, Neale, Bender, Yoo & Brill L.L.P serves as counsel to the
Debtor. Craig-Hallum Capital Group LLC is the Debtor's financial
advisor.
On Sept. 22, 2017, the U.S. Trustee appointed an official committee
of unsecured creditors in the Debtors' cases. The committee hired
Brown Rudnick LLP as its legal counsel; and Province Inc. as
financial advisor.
An Official Committee of Equity Security Holders also has been
established in the case. The equity panel retained Dentons US LLP
as counsel.
INTERNAP CORP: S&P Affirms 'B' CCR on Acquisition of SingleHop
--------------------------------------------------------------
U.S. data center operator Internap Corp. has signed an agreement to
acquire SingleHop LLC, a managed hosting provider based in Chicago,
for $132 million in cash. Internap will finance the transaction
with a $135 million add-on to its first-lien term loan due 2022.
S&P Global Ratings affirmed its 'B' corporate credit rating on
Atlanta-based Internap Corp. The outlook is stable.
S&P said, "We also lowered our rating on the company's first-lien
debt to 'B' from 'B+' and revised the recovery rating to '3' from
'2'. The '3' recovery rating indicates our expectation for
meaningful (50%-70%; rounded estimate: 65%) recovery in the event
of payment default.
"The rating affirmation reflects our view that despite the increase
in pro forma adjusted debt to EBITDA to about 6.2x (including a
full year's worth of earnings from SingleHop) from about 5.7x,
leverage is still within our parameters for the 'B' corporate
credit rating, including leverage below 6.5x. Furthermore, we
expect modest deleveraging over the next year from mid-single-digit
percentage EBITDA growth, primarily from organic earnings growth in
the company's profitable colocation business combined with cost
synergies.
"The stable outlook reflects our expectation for continued EBITDA
growth over the next 12 months, resulting from a continued shift in
revenue to higher-margin services and our expectation for modest
FOCF in 2018, with adequate covenant headroom and liquidity. While
we believe Internap will benefit from increased IT outsourcing,
including favorable supply-demand dynamics in its core markets, its
noncore IP services and partner-controlled colocation businesses
constrain leverage reduction and growth prospects.
"We could lower the rating if leverage increases above 6.5x on a
sustained basis. Such a scenario would likely result from a decline
in operating performance within the company's core colocation,
hosting, and cloud businesses such that margins are more than 200
basis points lower than our base-case forecast. This would include
higher churn and pricing pressure or integration missteps, limiting
FOCF and reducing availability under the revolving credit facility.
Alternatively, we could lower the rating if the company's liquidity
narrows without a credible path for improvement.
"Although unlikely over the next year, we could raise the rating if
the company stabilizes revenue declines and improves leverage to
the mid-4x area on a sustained basis, with FOCF to debt above 5%.
Any upgrade would also require a longer-term financial policy
supportive of improved credit metrics."
INTREPID POTASH: BlackRock Has 5.1% Stake as of Dec. 31
-------------------------------------------------------
BlackRock, Inc. reported to the Securities and Exchange Commission
that as of Dec. 31, 2017, it beneficially owns 6,619,869 shares of
common stock of Intrepid Potash, Inc., constituting 5.1 percent of
the shares outstanding. A full-text copy of the regulatory filing
is available for free at https://is.gd/hJGxoG
About Intrepid
Intrepid Potash (NYSE:IPI) -- http://www.intrepidpotash.com/-- is
the only U.S. producer of muriate of potash. Potash is applied as
an essential nutrient for healthy crop development, utilized in
several industrial applications and used as an ingredient in animal
feed. Intrepid also produces a specialty fertilizer, Trio, which
delivers three key nutrients, potassium, magnesium, and sulfate, in
a single particle. Intrepid also sells water and by-products such
as salt, magnesium chloride, and brine. Intrepid serves diverse
customers in markets where a logistical advantage exists; and is a
leader in the utilization of solar evaporation production, one of
the lowest cost, environmentally friendly production methods for
potash. Intrepid's production comes from three solar solution
potash facilities and one conventional underground Trio mine. The
Company is headquartered in Denver, Colorado.
Intrepid reported a net loss of $66.63 million for the year ended
Dec. 31, 2016, following a net loss of $524.8 million for the year
ended Dec. 31, 2015. As of Sept. 30, 2017, Intrepid had $507.82
million in total assets, $104.32 million in total liabilities and
$403.50 million in total stockholders' equity.
"Our operations have primarily been funded from cash on hand and
cash generated by operations. We continue to monitor our future
sources and uses of cash, and anticipate that we will adjust our
capital allocation strategies when, and if, determined by our Board
of Directors. We expect to continue to look for opportunities to
improve our capital structure by reducing current debt and its
related interest expense. We may, at any time we deem conditions
favorable, also attempt to improve our liquidity position by
accessing debt or equity markets, including through our
at-the-market offering program, in accordance with our existing
debt agreements. We cannot provide any assurance that we will
pursue any of these transactions or that we will be successful in
completing them on acceptable terms or at all. With the
availability under our credit facility with the Bank of Montreal
and future cash generated from operations, we believe that we have
sufficient liquidity for the next twelve months," the Company
stated in its quarterly report for the period ended Sept. 30, 2017.
JANICE STEINER: Online Auction of Personal Property Approved
------------------------------------------------------------
Judge Michelle M. Harner of the U.S. Bankruptcy Court for the
District of Maryland authorized Janice M. Steiner's sale of
numerous pieces of furniture and accessories located at 1209
Atlantic Avenue, Unit 201, Ocean City, Maryland via an online
auction.
The sale is free and clear of all Liens.
All of the proceeds of such sale will be promptly deposited in the
Debtor's DIP account subject to further order of the Court and that
the Debtor will promptly file a report of sale with the Court.
Janice M. Steiner sought Chapter 11 protection (Bankr. D. Md. Case
No. 17-15076) on April 11, 2017.
Counsel for the Debtor:
John C. Gordon, Esq.
736 Ticonderoga Ave.
Severna Park, MD 21146
Telephone: (410) 340-0808
Facsimile: (410) 544-1244
E-mail: johngordon@me.com
jcglaw@icloud.com
JEFFREY BERGER: Pierces Buying Wibaux Property for $5 Million
-------------------------------------------------------------
Jeffrey W. Berger and Tami M. Berger ask the U.S. Bankruptcy Court
for the District of Montana to authorize the sale of the real
property located in Wibaux County, Montana, together with the
personal property consisting of 26 bale feeders, 8 feed bunks, and
100 bales of straw, to Derik J. Pierce and Tina M. Pierce for
$5,000,000.
The Bank of Colorado holds the only liens on the Real Property
other than property taxes due, and accrued but not due, owing to
Wibaux County, Montana. It holds a perfected, and the only, lien
on the Personal Property. The Bank of Colorado does not have a
lien on Section 30 of the Real Property.
The lien holders on the Property are (i) past due property taxes
totaling $7,938 due to the Wibaux County, Montana treasurer; (ii)
accrued but not yet due property tax due to the Wibaux County,
Montana treasurer, estimated to total $3,300, and (iii) Bank of
Colorado, whose claim is currently scheduled at $24,215,775
pursuant to promissory notes originally (x) dated Dec. 30, 2013 as
modified by a Change in Terms Agreement dated March 30, 2016 and as
further modified by a Change in Terms Agreement dated Aug. 24,
2016, and\or (y) a promissory note originally dated Oct. 2, 2015,
and/or (z) a promissory note dated Nov. 25, 2015, all of which are
secured by the mortgages securing the Property and security
interests which secure the Personal Property, and all of which
contain cross-collateralization clauses such that the Property and
Personal Property are collateral for all of the Debtors'
indebtedness to the Bank of Colorado. The Debtors contend the
remaining collateral held by the Bank of Colorado has a value of
$48,664,550.
The Debtors contend the bale feeders and feed bunks and straw have
a value of $10,000.
The Debtors entered into a listing contract with Bill Bahny and
Bill Bahny and Associates, pre-petition. They've filed an
application to approve their employment of Bill Bahny and Bill
Bahny and Associates. It is in the best interest of the creditors
of the case that the Court approve the sale as described. The
property being sold is not necessary for their ongoing business
operations.
At the time the case was commenced, the Debtors had received but
had not executed a Buy/Sell Agreement to sell the Real Property and
the Personal Property.
A copy of the Contract attached to the Motion is available for free
at:
http://bankrupt.com/misc/JEFFREY_BERGER_35_Sales.pdf
The Debtors project the proceeds of sale to be paid as follows: (i)
estimated commissions (6.0%) - $300,000; (ii) past due property tax
- $7,938; (iii) accrued but not due and prorated property taxes
(est.) - $3,300; and (iv) estimated closing costs - $10,400. The
net sale proceeds is $4,678,362.
The Debtors propose to prorate the net sales proceeds between
themselves and the Bank of Colorado as follows: (i) Bank of
Colorado - $4,243,672; and (ii) the Debtors - $434,690.
The Debtors contend that after sale, the Bank of Colorado will
continue to have perfected liens on real estate and personal
property collateral valued in excess of $48,000,000. The estimated
net sales proceeds to be paid the Bank of Colorado based upon the
proration above, is $4,243,672. The proration is based on
estimated costs of closing and property taxes; in the event these
estimates are not correct, the sales proceeds at closing to the
Bank of Colorado under the above allocation will not be less than
$4,240,000 nor the distribution to the Debtors be more than
$434,690, without further order of the Court.
The Buyers:
Derik J. and Tina M. Pierce
5627 Hwy 59 S
Miles City, MT 59301
Counsel for Debtors:
James A. Patten, Esq.
Blake A. Robertson, Esq.
PATTEN, PETERMAN, BEKKEDAHL & GREEN P.L.L.C.
2817 2nd Avenue North, Ste. 300
P.O. Box 1239
Billings, MT 59103-1239
Telephone: (406) 252-8500
Facsimile: (406) 294-9500
E-mail: apatten@ppbglaw.com
brobertson@ppbglaw.com
Jeffrey W. Berger and Tami M. Berger sought Chapter 11 protection
(Bankr. D. Mont. Case No. 18-60032) on Jan. 16, 2018. The Debtor
tapped PATTEN, PETERMAN, BEKKEDAHL & GREEN P.L.L.C., as counsel.
KARIA Y WM HOUSTON: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Karia Y WM Houston, Ltd.
9 Bonita Bay Drive
New Orleans, LA 70131
Business Description: Karia Y WM Houston, Ltd. is a Single Asset
Real Estate (as defined in 11 U.S.C. Section
101(51B)). Its principal place of business
is located at 7801 Westheimer Road, Houston,
Texas 77063.
Chapter 11 Petition Date: February 5, 2018
Court: United States Bankruptcy Court
Southern District of Texas (Houston)
Case No.: 18-30521
Judge: Hon. Marvin Isgur
Debtor's Counsel: Melissa Anne Haselden, Esq.
HOOVER SLOVACEK LLP
Galleria II Tower
5051 Westheimer, Suite 1200
Houston, TX 77056
Tel: 713.977.8686
Fax: 713.977.5395
E-mail: Haselden@hooverslovacek.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Shi Gang Zheng, manager of its
general partner, Tony Y WM Houston LLC.
The Debtor did not file a list of its 20 largest unsecured
creditors together with the petition.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/txsb18-30521.pdf
KERR-ALBERT OFFICE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Kerr-Albert Office Supply, Inc.
1121 Military St.
Port Huron, MI 48060
Business Description: Founded in 1961, Kerr-Albert Office Supplies
is a family owned business in Port Huron,
Michigan. The Company operates a store that
provides a full line of products and
services in office supplies, equipment and
furniture industry. The Company has two
convenient locations to service the Metro
Detroit and Port Huron areas.
http://www.kerralbert.com/
Chapter 11 Petition Date: February 5, 2018
Case No.: 18-41510
Court: United States Bankruptcy Court
Eastern District of Michigan (Detroit)
Judge: Hon. Marci B McIvor
Debtor's Counsel: Ryan D. Heilman, Esq.
WERNETTE HEILMAN PLLC
24725 W. 12 Mile Rd., Suite 110
Southfield, MI 48034
Tel: (248) 835-4745
E-mail: ryan@wernetteheilman.com
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Ernest Albert, president.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/mieb18-41510_creditors.pdf
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/mieb18-41510.pdf
LAYNE CHRISTENSEN: Suspends Plan's Duty to File Reports
-------------------------------------------------------
Layne Christensen Company filed a Form 15 with the Securities and
Exchange Commission notifying the termination of registration of
the Company's Capital Accumulation Plan under Section 12(g) of the
Securities Exchange Act of 1934.
Although the duty to file reports under Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended, has been
terminated with respect to the Layne Christensen Company Capital
Accumulation Plan, the duty to file reports under Section 13(a) or
15(d) remains with respect to Layne Christensen Company common
stock, par value $0.01 per share.
The Plan no longer offers Common Stock as an investment option.
Therefore, interests in the Plan no longer require registration.
Accordingly, this Form 15 is being filed solely to suspend the
Plan's duty to file reports under Section 15(d), including on Form
11-K.
About Layne Christensen Co.
Layne Christensen Company -- http://www.layne.com/-- is a global
water management and services company, with more than 130 years of
industry experience, providing solutions to address the world's
water, minerals and infrastructure challenges. The company's
customers include government agencies, investor-owned utilities,
industrial companies, global mining companies, consulting
engineering firms, heavy civil construction contractors, oil and
gas companies, power companies and agribusiness. Layne Christensen
operates on a geographically dispersed basis, with approximately 72
sales and operations offices located throughout North America,
South America, and through our affiliates in Latin America. Layne
maintains executive offices at 1800 Hughes Landing Boulevard, Suite
800, The Woodlands, Texas 77380.
Layne Christensen reported a net loss of $52.23 million for the
year ended Jan. 31, 2017, a net loss of $44.80 million for the year
ended Jan. 31, 2016, and a net loss of $109.32 million for the year
ended Jan. 31, 2015.
As of Oct. 31, 2017, Layne Christensen had $389.47 million in total
assets, $335.43 million in total liabilities and $54.03 million in
total equity.
"With respect to our 4.25% Convertible Notes, we have retained
advisors to assist us in evaluating alternatives and raising
capital to refinance or extend our debt to a date beyond October
15, 2019, and eliminate the accelerating maturity provisions of the
8.0% Convertible Notes. We believe the refinance or extension of
our debt is likely based on current on-going discussions with
existing and new potential lenders, our improving financial
performance and credit quality, and the fact that our stock price
is above the $11.70 conversion price for the 8% Convertible Notes.
Although we believe these refinancing options are viable and
likely, because our plans to refinance or restructure our debt have
not been finalized, and therefore are not in our control (in part,
due to the fact that neither of our Convertible Notes can be
prepaid or have redemption provisions prior to February 2018),
these plans are not considered probable under the new standard.
Consequently, per the standard, these conditions, in the aggregate,
raise substantial doubt about our ability to continue as a going
concern within one year after the date these financial statements
are filed," said the Company in its quarterly report for the period
ended Oct. 31, 2017.
LONG BLOCKCHAIN: Cancels Purchase of Bitcoin Mining Equipment
-------------------------------------------------------------
Long Blockchain Corp. said it will not acquire the 1,000 Antminer
S9 mining rigs and 1,000 APW3++ PSUs pursuant to its previously
announced purchase agreement.
After thoughtful consideration and in consultation with outside
technology advisors, the Company will instead focus its efforts on
seeking to enter into and ultimately consummate its previously
announced proposed merger with Stater Blockchain Limited, a
technology company focused on developing and deploying globally
scalable blockchain technology solutions across the financial
markets, and exploring additional opportunities and strategic
investments across the ancillary blockchain ecosystem.
Shamyl Malik, head of the Company's Blockchain Strategy Committee,
commented, "While we continue to believe in the value of mining
equipment to the blockchain ecosystem, the purchase of these
machines - which was negotiated as a no-risk option to the Company
- was just one of the multiple strategic avenues we have been
considering. We will continue to evaluate the purchase of mining
equipment for Bitcoin and other digital currencies as part of our
larger blockchain initiative, which includes among other potential
transactions the proposed merger with Stater."
About Long Blockchain Corp.
Heaquartered in Hicksville, New York, Long Blockchain Corp.
(formerly Long Island Iced Tea Corp.) is focused on developing and
investing in globally scalable blockchain technology solutions. It
is dedicated to becoming a significant participant in the evolution
of blockchain technology that creates long term value for its
shareholders and the global community by investing in and
developing businesses that are "on-chain". Blockchain technology
is fundamentally changing the way people and businesses transact,
and the Company will strive to be at the forefront of this dynamic
industry, actively pursuing opportunities. Its wholly-owned
subsidiary Long Island Brand Beverages, LLC operates in the
non-alcohol ready-to-drink segment of the beverage industry under
its flagship brand 'The Original Long Island Brand Iced Tea'.
Long Island Iced Tea incurred a net loss of $10.44 million for the
year ended Dec. 31, 2016, following a net loss of $3.18 million for
the year ended Dec. 31, 2015. As of Sept. 30, 2017, the Company
had $4.83 million in total assets, $4.21 million in total
liabilities and $622,151 in total stockholders' equity.
"Historically, the Company has financed its operations through the
raising of equity capital and through trade credit with its
vendors. The Company's ability to continue its operations and to
pay its obligations when they become due is contingent upon the
Company obtaining additional financing. Management's plans include
raising additional funds through equity offerings, debt financings,
or other means.
"The Company believes that it will be able to raise sufficient
additional capital to finance the Company's planned operating
activities. There are no assurances that the Company will be able
to raise such capital on terms acceptable to the Company or at all.
If the Company is unable to obtain sufficient amounts of
additional capital, it may be required to reduce the scope of its
planned market development activities, and/or consider reductions
in personnel costs or other operating costs. These conditions
raise substantial doubt about the Company's ability to continue as
a going concern," the Company stated in its quarterly report for
the period ended Sept. 30, 2017.
LONG BROOK: $825K Sale of Stratford Real Property Approved
----------------------------------------------------------
Judge Ann M. Nevins of the U.S. Bankruptcy Court for the District
of Connecticut authorized Long Brook Station, LLC's sale of real
property located at 3044 Main Street, Stratford, Connecticut to
Nelson DaSilva and Rafael Marin, or an entity designated by them,
for $825,000.
The hearings on the Motion were held on Jan. 8, 2018 and Jan. 24,
2018.
The sale is free and clear of all Liens.
The Purchase Price is payable: (i) $600,000 cash at Closing and a
(ii) $225,000 promissory note secured by a blanket first mortgage
covering the Property and a certain parcel of real property located
at 22 Everwood Drive, Lot 12, New Milford, Connecticut.
The stay imposed by Rule 6004(h) of the Bankruptcy Rules is waived
to allow the Closing to occur within 14 days of the entry of the
Order.
In accordance with the Sale Motion, and the intent of the parties,
as expressed on the record at Jan. 25, 2018, the Debtor is
authorized and directed to provide a collateral assignment of the
Purchase Money Note and Blanket Mortgage to Manuel Moutinho,
Trustee, the holder of the first mortgage on the Property, as
adequate protection for the balance of the Trustee's Claim not paid
from the cash proceeds available from the closing.
The Purchaser, as additional collateral for the Purchase Money
Note, will assign any and all rents from the Property to the Debtor
and the Debtor will provide an assignment of these rents to the
Trustee.
The Debtor will file with the Court a certified copy of a closing
statement setting forth, under oath, the distribution of closing
proceeds from the sale within three days after the closing.
About 500 North Avenue
500 North Avenue, LLC, and Long Brook Station, LLC, filed Chapter
11 petitions (Bankr. D. Conn. Case Nos. 14-31094 and 14-31095) on
June 6, 2014. The petitions were signed by Joseph Regensburger,
member.
At the time of filing, 500 North Avenue estimated $1 million to $10
million in assets and $10 million to $50 million in liabilities;
and Long Brook Station estimated $500,000 to $1 million in assets
and $1 million to $10 million in liabilities.
The cases are assigned to Judge Julie A. Manning.
The Debtors are represented by Douglas S. Skalka, Esq., at Neubert,
Pepe, and Monteith, P.C.
On Feb. 22, 2017, DeLibro Realty Group, LLC, was appointed as
broker.
MARIA SPERA: $144K Sale of Lawrenceville Property to Maselli Okayed
-------------------------------------------------------------------
Judge Christine M. Gravelle of the U.S. Bankruptcy Court for the
District of New Jersey authorized Maria Rosa Spera's sale of a
parcel of real estate known as Block 302, Lot 31 on the Lawrence
Township Tax Map, commonly referred to as 11 Fairbanks Place,
Lawrenceville, New Jersey, to Paul Maselli for $143,700.
The sale is free and clear of all liens and encumbrances except
real estate the taxes, homeowners association
dues/obligations/liens and payoff of the mortgage of Investors Bank
and payment of the allowed costs of sale.
The proceeds of sale will be distributed as follows:
A. First, the amount needed to satisfy in full any municipal
taxes, water and/or sewer charges, if any, due to the Township of
Lawrence or as otherwise required;
B. Second, the amounts necessary to satisfy the
obligations/liens due the homeowners association;
C. Third, the mortgage payoff due to Investors Bank for
release and discharge of its mortgage liens against the property
subject to the Agreement;
D. Fourth, the costs of sale and expenses commonly associated
with the sale of real property in New Jersey, including, but not
necessarily limited to, realty transfer fees, statutory lien
cancellation fees, real estate broker's commissions and special
counsel attorney fees in accordance with the Notice of Private
Sale; and
E. Fifth, the balance of the sale proceeds to the Josephine
Spera Third Party Supplemental Needs Trust for its exclusive use in
providing for Trust beneficiaries in accordance with Trust terms
and conditions.
Maria Rosa Spera sought Chapter 11 protection (Bankr. D.N.J. Case
No. 16-14254) on July 25, 2016.
MARINE MAMMAL: Taps Wargo & French as Legal Counsel
---------------------------------------------------
Marine Mammal Conservancy, Inc., seeks approval from the U.S.
Bankruptcy Court for the Southern District of Florida to hire Wargo
& French, LLP as its legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; negotiate with creditors; assist in the
preparation of a plan of reorganization; and provide other legal
services related to its Chapter 11 case.
The firm's hourly rates are:
Partners $350 - $700
Associates $250 - $400
Legal Assistants $75 - $300
Paralegals $75 - $300
Kristopher Aungst, Esq., the attorney who will be handling the
case, charges an hourly fee of $495.
Wargo & French received a retainer in the sum of $759 from the
Debtor.
Mr. Aungst disclosed in a court filing that he and his firm are
"disinterested persons" as defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Kristopher E. Aungst, Esq.
Michael C. Foster, Esq.
Angelo M. Castaldi, Esq.
Wargo & French, LLP
201 S. Biscayne Blvd., Suite 1000
Miami, FL 33131
Tel: (305) 777-6000
Fax: (305) 777-6001
E-mail: kaungst@wargofrench.com
mfoster@wargofrench.com
acastaldi@wargofrench.com
About Marine Mammal Conservancy
Marine Mammal Conservancy, Inc., is a non-profit organization
operating in the Florida Keys. It owns a veterinarians facility at
102200 Overseas Highway in Key Largo, Florida.
Marine Mammal Conservancy sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-10594) on Jan. 16,
2018. In the petition signed by Art Cooper, director and
president, the Debtor estimated assets of less than $1 million and
liabilities of $1 million to $10 million. Judge Laurel M. Isicoff
presides over the case. Wargo & French, LLP, is the Debtor's legal
counsel.
MARRONE BIO: Gets Approval of Debt Refinance Transactions
---------------------------------------------------------
Marrone Bio Innovations, Inc., said that at its 2017 annual meeting
of stockholders held on Jan. 31, 2018, a significant majority of
MBI's voting stockholders approved matters related to the private
placement and debt refinancing transactions previously announced in
December 2017. These approvals satisfied certain of the conditions
to closing of the transactions, which is expected to occur in early
February, subject to other customary closing conditions.
MBI also announced the appointment of Bob Woods as Chairman of the
board of directors and Yogesh Mago as a director, each effective
upon the closing of the transactions. Mr. Woods and Mr. Mago were
designated for appointment to the Company's board of directors as
Class I directors by Ospraie Ag Science LLC in accordance with the
securities purchase agreement with respect to the private placement
transaction, and their terms of office will expire at the Company's
2020 Annual Meeting of Stockholders.
In addition, Tim Fogarty has tendered his resignation as Chairman
of the board of directors, effectively immediately after the
closing of the transactions. "We are truly honored by Mr.
Fogarty's longstanding service with the company and as our
Chairman. His experience and guidance have been instrumental,
especially during in the past several months as he oversaw our
company through these transformative transactions," said Dr. Pam
Marrone, CEO and Founder of MBI.
Mr. Woods has more than fifty years of experience in agribusiness
and agriculture products. Since 2012, he has served as Chairman
and CEO of Targeted Growth Inc., a biotechnology firm with leading
edge gene technologies that significantly improve yield in
agronomic crops. Prior to that, he served as CEO of Athena
Biotechnologies, Inc., Chairman of Syngenta Corporation, Group
President for Zeneca Ag Products, and CEO of Garst Seed Company.
Mr. Woods has a bachelor's degree in Agriculture and Horticulture
from the University of Manitoba in Winnipeg, Manitoba.
Mr. Mago, a consultant for Ospraie Management LLC, has over a
decade of experience in fundamental, bottom-up investing across a
variety of industries globally, including agriculture, travel,
consumer, transportation, industrials and real estate. Previously,
Mr. Mago worked as a senior investment analyst at hedge funds
Ospraie Management LLC and Merchants' Gate Capital LP. He is also
the portfolio manager, founder and Managing Partner of Eunonia
Management LLC and Eunoia Investment Fund LP, a value-oriented
investment company, and the co-founder of operation Water, a
nonprofit organization that aims to deliver sustainable access to
clean water in impoverished countries through the development of
scalable infrastructure projects. Mr. Mago has a bachelor's degree
in Finance and International Business from New York University.
"I'm honored to join the Board of Directors and look forward to
assisting the Board, Pam and the senior management team in
executing upon the Company's business strategy," said Mr. Woods.
"Biologicals are an appealing emerging technology that produces
higher yields while managing pests in a sustainable way, and MBI is
at the forefront of the industry. I'm looking forward to helping
the Company continue to lead the way as thought leaders within the
space."
"I am pleased to serve on MBI's board, as I believe the company's
products represent an exciting component of our present and future
food production system," said Mr. Mago. "I look forward to
contributing my insights wherever possible and leveraging my
experience to assist MBI on its path to success."
"These appointees have a broad understanding of agribusiness," said
Dr. Pam Marrone. "We're thrilled to have an executive with Mr.
Woods' deep experience lead our Board and look forward to
leveraging Mr. Mago's background in global agricultural
investments. I truly appreciate the time and the expertise that
they have agreed to provide as we continue to focus on growing the
company."
By having the 2017 Annual Meeting of Stockholders, MBI also
regained compliance with applicable listing standards of the Nasdaq
Capital Market.
National Securities Corporation, a wholly owned subsidiary of
National Holdings, Inc., acted as exclusive placement agent and
financial adviser to MBI in connection with the private placement
and debt refinancing transactions.
About Marrone Bio
Based in Davis, California, Marrone Bio Innovations, Inc. --
http://www.marronebio.com/-- makes bio-based pest management and
plant health products. Bio-based products are comprised of
naturally occurring microorganisms, such as bacteria and fungi, and
plant extracts. The Company's current products target the major
markets that use conventional chemical pesticides, including
certain agricultural and water markets, where the Company's
bio-based products are used as alternatives for, or mixed with,
conventional chemical products.
Ernst & Young LLP issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31, 2016,
stating that the Company has incurred losses since inception, has a
net capital deficiency, and has additional capital needs that raise
substantial doubt about its ability to continue as a going
concern.
Marrone Bio reported a net loss of $31.07 million in 2016, a net
loss of $43.7 million in 2015, and a net loss of $51.65 million in
2014. As of Sept. 30, 2017, Marrone Bio had $37.39 million in
total assets, $81.05 million in total liabilities and a total
stockholders' deficit of $43.66 million.
MARRONE BIO: May Issue 5.1M Shares Under 2013 Stock Plan
--------------------------------------------------------
Marrone Bio Innovations, Inc. filed a Form S-8 registration
statement with the Securities and Exchange Commission to register
an aggregate of 5,097,281 shares of common stock authorized and
reserved for issuance under the 2013 Stock Incentive Plan, as
amended. On Jan. 3, 2018, the Company filed with the Commission a
definitive proxy statement that included a proposal to adopt the
Amended 2013 Plan, which amended the Company's Existing 2013 Plan.
The Amended 2013 Plan, among other things, increased the total
number of shares of common stock authorized and reserved for
issuance under the Existing 2013 Plan to 10,952,472 shares,
including an additional 4,000,000 shares reserved for issuance
pursuant to certain transactions contemplated by the Securities
Purchase Agreement. The proposal to adopt the Amended 2013 Plan
was approved by the Company's stockholders on Jan. 31, 2018.
About Marrone Bio
Based in Davis, California, Marrone Bio Innovations, Inc., makes
bio-based pest management and plant health products. Bio-based
products are comprised of naturally occurring microorganisms, such
as bacteria and fungi, and plant extracts. The Company's current
products target the major markets that use conventional chemical
pesticides, including certain agricultural and water markets, where
the Company's bio-based products are used as alternatives for, or
mixed with, conventional chemical products.
Ernst & Young LLP issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31, 2016,
stating that the Company has incurred losses since inception, has a
net capital deficiency, and has additional capital needs that raise
substantial doubt about its ability to continue as a going
concern.
Marrone Bio reported a net loss of $31.07 million in 2016, a net
loss of $43.7 million in 2015, and a net loss of $51.65 million in
2014. As of Sept. 30, 2017, Marrone Bio had $37.39 million in
total assets, $81.05 million in total liabilities and a total
stockholders' deficit of $43.66 million.
MARRONE BIO: Stockholders OK 5 Proposals at Annual Meeting
----------------------------------------------------------
Marrone Bio Innovations, Inc., held its 2017 annual meeting in
Davis, California on Jan. 31, 2018. The Company's stockholders:
(i) elected Pamela G. Marrone, Ph.D. to serve as a Class I
director for a three-year term, ending at the time of the
2020 Annual Meeting of Stockholders (or until a successor
is duly elected and qualified) pursuant to its Bylaws and
the applicable laws of the State of Delaware;
(ii) ratified the appointment of Ernst & Young LLP as the
Company's independent registered public accounting firm for
the fiscal year ending Dec. 31, 2017;
(iii) approved the issuance of shares of the Company's common
stock and warrants to purchase shares of its common stock
in connection with a private placement and related debt
financing transactions in accordance with Listing Rule
5635(d) of The NASDAQ Stock Market LLC;
(iv) approved the issuance of shares of the Company's common
stock and warrants to purchase shares of its common stock
to Ospraie Ag Science LLC, in accordance with Nasdaq
Listing Rule 5635(b);
(v) approved an increase to the number of shares authorized
under the Company's 2013 Stock Incentive Plan by 4,000,000
to 10,952,472 shares, and approved the 2013 Plan for
purposes of Section 162(m)(4)(c) of the Internal Revenue
Code of 1986, as amended; and
(vi) did not approve the stockholder proposal asking the board
of directors to amend its bylaws or other documents, as
necessary, to provide proxy access with essential elements
for substantial implementation.
On Jan. 31, 2018, following the Annual Meeting, the Company's board
of directors approved an increase in the size of the Board to seven
people, with the two additional vacancies on the Board being in
Class I, effective immediately before the consummation of the
transactions contemplated by that certain Securities Purchase
Agreement, dated as of Dec. 15, 2017, among the Company and the
investors. In addition, effective immediately before the
consummation of the Transactions, the Board appointed Robert A.
Woods and Yogesh Mago to fill the two vacancies as Class I
directors of the Company, with Messrs. Woods and Mago's terms to
each expire as of its 2020 Annual Meeting of Stockholders.
Mr. Woods will join the Board as Chairman, and will serve on the
Audit Committee of the Board, the Nominating and Corporate
Governance Committee of the Board and the Compensation Committee of
the Board, which he will also chair. Mr. Woods has more than 50
years of experience in agribusiness and agriculture products. Since
2012, Mr. Woods has served as the Chairman and chief executive
officer of Targeted Growth Inc., a biotechnology firm focused on
improving yield in agronomic crops. Prior to that, he served as
chief executive officer of Athena Biotechnologies, Inc., Chairman
of Syngenta Corporation, Group President for Zeneca Ag Products and
CEO of Garst Seed Company. He has been a consultant and advisor
with Gowan Company since 2004 and currently serves on the board of
directors as a member of the audit and compensation committees.
From 2007 to 2016, Mr. Woods was a consultant and board member with
Vertellus Specialties Inc. Mr. Woods has a Bachelor's degree in
Agriculture and Horticulture from the University of Manitoba in
Winnipeg, Manitoba.
Mr. Mago will serve on the Nominating and Corporate Governance
Committee of the Board, which he will chair. Mr. Mago, a
consultant for Ospraie Management LLC, has over a decade of
experience in investing across a variety of industries globally,
including agriculture, travel, consumer, transportation,
industrials and real estate. Previously, Mr. Mago worked as a
senior investment analyst at hedge funds Ospraie and Merchants'
Gate Capital LP. He is also the portfolio manager, founder and
Managing Partner of Eunonia Management LLC and Eunoia Investment
Fund LP, a value-oriented investment company, and the President and
co-founder of Operation Water Inc., a nonprofit organization that
aims to deliver sustainable access to clean water in impoverished
countries through the development of scalable infrastructure
projects. Mr. Mago has a Bachelor's degree in Finance and
International Business from New York University.
Messrs. Woods and Mago were appointed to the Board and certain
committees of the Board pursuant to the Securities Purchase
Agreement, which provides that, as closing conditions to the
consummation of the Transactions, Ospraie Ag Science LLC, an
affiliate of Ospraie, is entitled, subject to certain limitations,
to designate two Class I directors to the Board to serve until our
2020 Annual Meeting of Stockholders. Of the two Ospraie Directors,
one director was to be appointed as the Chairman of the Board, one
director was to be appointed as the chair of the Compensation
Committee of the Board, and both Ospraie Directors were to be
appointed to the Nominating and Corporate Governance Committee of
the Board, of which one director would chair. Following their
appointment to the Board, Mr. Mago will continue to provide, and
Mr. Woods will provide, services to Ospraie on a consulting basis.
In consideration of the additional service performed by the
Company's directors beyond their anticipated terms as a result of
the delay in its holding the 2017 Annual Meeting, in addition to
deferment of payment of cash retainers to those directors until
closing of the Transactions, on Jan. 30, 2018, the Compensation
Committee of the Board approved of restricted stock unit awards to
each of our non-employee directors. Directors Timothy Fogarty,
Richard Rominger, George H. Kerckhove and Zachary S. Wochock, Ph.D.
were each awarded 21,301 restricted stock units (based on $25,000
of equity compensation generally awardable to the Company's
non-employee directors at each annual meeting under our previously
disclosed director compensation policy), of which 8/12ths of the
shares, or 14,201 shares, were fully vested, and the remainder vest
in monthly in four equal increments, subject to the applicable
director's continued service on its Board and acceleration
immediately prior to a change in control event. In addition,
Michael H. Benoff and Kathleen A. Merrigan, each of whose terms
expired upon the 2017 Annual Meeting, were awarded 14,201 fully
vested restricted stock units.
On Jan. 31, 2018, the Board determined to suspend its previously
disclosed director compensation policy with respect to awards that
would otherwise have been granted to our continuing directors
effective as of the 2017 Annual Meeting and to Messrs. Woods and
Mago as newly appointed directors, with compensation decisions for
Board members deferred at the present time.
On Jan. 31, 2018, Timothy Fogarty delivered a letter tendering his
resignation from the Board, effective immediately after the
consummation of the Transactions. Mr. Fogarty's decision to resign
did not involve any disagreement with the Company on any matter
relating to the Company's operations, policies or practices. The
unvested restricted stock units granted to Mr. Fogarty on Jan. 30,
2018 will cease vesting effective upon his resignation.
As previously disclosed, on Jan. 2, 2018, the Company received
written notice from the Listing Qualifications Department of Nasdaq
indicating that the Company was not in compliance with the rules
for continued listing set forth in Nasdaq Listing Rule 5620(a)
because the Company has not yet held an annual meeting of
shareholders within twelve months of the end of the Company's 2016
fiscal year end. As a result of the Company holding the 2017
Annual Meeting on Jan. 31, 2018, the Company has regained
compliance with Nasdaq Listing Rule 5620(a).
About Marrone Bio
Based in Davis, California, Marrone Bio Innovations, Inc. --
http://www.marronebio.com/-- makes bio-based pest management and
plant health products. Bio-based products are comprised of
naturally occurring microorganisms, such as bacteria and fungi, and
plant extracts. The Company's current products target the major
markets that use conventional chemical pesticides, including
certain agricultural and water markets, where the Company's
bio-based products are used as alternatives for, or mixed with,
conventional chemical products.
Ernst & Young LLP issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31, 2016,
stating that the Company has incurred losses since inception, has a
net capital deficiency, and has additional capital needs that raise
substantial doubt about its ability to continue as a going
concern.
Marrone Bio reported a net loss of $31.07 million in 2016, a net
loss of $43.7 million in 2015, and a net loss of $51.65 million in
2014. As of Sept. 30, 2017, Marrone Bio had $37.39 million in
total assets, $81.05 million in total liabilities, and a total
stockholders' deficit of $43.66 million.
MFB PROPERTIES: $750K Sale of Monroe Property to Brandels Approved
------------------------------------------------------------------
Judge Cecelia G. Morris of the U.S. Bankruptcy Court for the
Southern District of New York authorized MFB Properties, LLC's sale
of the improved residential real estate located at 7 Lucy Lane,
Monroe, Orange County, New York to Saul Brandel and Arna Brandel
for $750,000.
The Debtor will convey all right, title and interest in the
Property free and clear of liens, liens to attach to proceeds, and
is authorized to pay at closing the liens, encumbrances, mortgages,
property taxes and miscellaneous closing costs as may be necessary
and appropriate to transfer title, payment at closing being subject
only to any objection(s), which will be determined on application
to the Court.
About MFB Properties
MFB Properties LLC, a single asset real estate that owns the
property at 7 Lucy Lane, Monroe, Orange County, New York, filed a
Chapter 11 petition (Bankr. S.D.N.Y. Case No. 17-36876) on Nov. 3,
2017, estimating under $1 million in assets and liabilities.
Michael D. Pinsky, P.C., at Hayward Parker O'Leary & Pinsky, is the
Debtor's bankruptcy counsel.
MICROVISION INC: BlackRock Has 6% Stake as of Dec. 31
-----------------------------------------------------
BlackRock, Inc. disclosed in a Schedule 13G filed with the
Securities and Exchange Commission that as of Dec. 31, 2017, it
beneficially owns 4,706,522 shares of common stock of Microvision
Inc., which represents 6 percent of the shares outstanding. A
full-text copy of the regulatory filing is available at:
https://is.gd/Pe7fd7
About MicroVision
MicroVision is the creator of PicoP scanning technology, an
ultra-miniature laser projection and sensing solution for mobile
consumer electronics, automotive head-up displays and other
applications. MicroVision's patented technology is a single
platform that can enable projected displays, image capture and
interaction for a wide array of future-ready products in this
rapidly evolving, always-on world. MicroVision's IP portfolio has
been recognized by the Patent Board as a top 50 IP portfolio among
global industrial companies and has been included in the Ocean Tomo
300 Patent Index. The company is based in Redmond, Wash. For more
information, visit the Company's website at www.microvision.com, on
Facebook at www.facebook.com/MicroVisionInc or follow MicroVision
on Twitter at @MicroVision.
The report from Microvision's independent registered public
accounting firm Moss Adams LLP, in Seattle, Washington, for the
year ended Dec. 31, 2016 includes an explanatory paragraph stating
that the Company has incurred losses from operations and has an
accumulated deficit, which raises substantial doubt about its
ability to continue as a going concern.
MicroVision reported a net loss of $16.47 million in 2016, a net
loss of $14.54 million in 2015, and a net loss of $18.12 million in
2014. As of Sept. 30, 2017, MicroVision had $37.30 million in
total assets, $24.82 million in total liabilities and $12.47
million in total shareholders' equity.
MONEYONMOBILE INC: Swaps $2M in Notes to Series F Preferreds
------------------------------------------------------------
MoneyOnMobile, Inc. on January 26, 2018, conducted a final closing
of a private placement offering pursuant to subscription agreements
entered into between the Company and various accredited investors.
Pursuant to the Subscription Agreements, the Company sold an
aggregate of 5,567.5 shares of the Company's Series F Preferred
Stock for a total cash consideration of $5,567,500.
In addition, the Company issued 2,329.6 shares of Series F
Preferred in connection with the automatic conversion of certain
convertible promissory notes having outstanding aggregate principal
equal to $2,080,000 and $249,600 in interest for a total aggregate
amount under the Notes equal to $2,329,600.
The Company also previously issued an aggregate of 2,142 shares of
the Company's Series D Preferred Stock. Pursuant to the rights and
preference of the Series D Preferred, in the event the Company
conducts closings on private or public offerings of equity
securities or debt of the Company pursuant to which the aggregate
gross proceeds received by the Company, equals or exceeds
$4,000,000 -- Triggering Financing -- the holder of the Series D
Preferred must exercise one of the following options:
(i) require the Company to redeem;
(ii) convert into securities offered in the Triggering
Financing; or
(iii) convert into Common Stock.
As the proceeds raised in connection with the offering of the Notes
and the Series F Preferred constituted a Triggering Financings, all
holders of all outstanding Series D Preferred at the time of the
first closing of the Offering, which represented 1,225 shares of
Series D Preferred elected to convert into Series F Preferred.
In connection with such elections, the Company issued an additional
1,577 shares of Series F Preferred in exchange for all outstanding
shares of Series D Preferred.
The offer and sale of the securities was completed pursuant to the
exemptions from registration provided by, among others, Section
4(a)(2) of the Securities Act of 1933, as amended (the "Securities
Act"), and the provisions of Regulation D and Regulation S as
promulgated under the Securities Act.
About MoneyOnMobile
Based in Dallas, Texas, and Mumbai, India, MoneyOnMobile, Inc.
(OTCQB: MOMT) is a mobile money service provider allowing Indian
consumers, through its agent network, to use mobile phones to pay
for goods and services, or transfer funds from one person to
another using simple SMS text functionality. MoneyOnMobile has
more than 350,000 retail locations throughout India.
As of Sept. 30, 2017, MOM listed $24,741,682 in total assets
against $28,962,919 in total liabilities, and $5,446,237 in total
shareholder deficit.
The Company said it had a net loss of $(2,514,641) and $(6,546,259)
for the three and six months ended September 30, 2017. These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.
* * *
On Jan. 4, 2018, MoneyOnMobile said it restructured $2.375 million
in outstanding debt obligations to Hall MOM, LLC and eVance
Processing Inc. The original principal amount of the Note held by
Hall MOM, LLC was $2,000,000 and was originally due December 31,
2017. The Note had an outstanding principal balance of $1,700,000,
and has been amended effective December 15, 2017. In connection
with the amendment, the Company made an $850,000 principal payment
on December 28, 2017. The remainder of the obligation will be paid
in monthly installments beginning in February 2018 with final
balance due by October 31, 2018.
Additionally, the Company’s $675,000 debt obligation to eVance
Processing Inc., originally due November 30, 2017, has been
amended. In connection with the amendment, the Company made a
$200,000 principal payment in December 2017. The remainder of the
obligation will be paid in monthly installments beginning in
January 2018 with final balance due by June 30, 2018.
MONEYONMOBILE INC: Swaps $3M in Notes to Series G Preferreds
------------------------------------------------------------
MoneyOnMobile, Inc. on January 31, 2018, entered into and closed a
series of Securities Exchange Agreements with certain investors to
exchange an aggregate outstanding principal amount under various
secured subordinated promissory notes equal to $3,032,971 and
aggregate accrued interest of $744,630 under the Notes.
The Notes were issued by the Company between 2010 and 2015.
Pursuant to the Exchange Agreement, the Company issued to the
Investors an aggregate of 3,778 shares of the Company's Series G
Convertible Preferred Stock ("Series G Preferred).
Pursuant to the Exchange Agreement, the unpaid balance of
$3,032,971 and accrued interests of $744,630 of the Notes were
canceled.
None of the 3,778 shares of Series G Preferred are registered under
the Securities Act, or the securities laws of any state, and they
were issued or will be issued, as applicable, in reliance on the
exemption from registration afforded by Section 3(a)(9) and 4(a)(2)
of the Securities Act.
About MoneyOnMobile
Based in Dallas, Texas, and Mumbai, India, MoneyOnMobile, Inc.
(OTCQB: MOMT) is a mobile money service provider allowing Indian
consumers, through its agent network, to use mobile phones to pay
for goods and services, or transfer funds from one person to
another using simple SMS text functionality. MoneyOnMobile has
more than 350,000 retail locations throughout India.
As of Sept. 30, 2017, MOM listed $24,741,682 in total assets
against $28,962,919 in total liabilities, and $5,446,237 in total
shareholder deficit.
The Company said it had a net loss of $(2,514,641) and $(6,546,259)
for the three and six months ended September 30, 2017. These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.
* * *
On Jan. 4, 2018, MoneyOnMobile said it restructured $2.375 million
in outstanding debt obligations to Hall MOM, LLC and eVance
Processing Inc. The original principal amount of the Note held by
Hall MOM, LLC was $2,000,000 and was originally due Dec. 31, 2017.
The Note had an outstanding principal balance of $1,700,000, and
has been amended effective Dec. 15, 2017. In connection with the
amendment, the Company made an $850,000 principal payment on Dec.
28, 2017. The remainder of the obligation will be paid in monthly
installments beginning in February 2018 with final balance due by
October 31, 2018.
Additionally, the Company’s $675,000 debt obligation to eVance
Processing Inc., originally due November 30, 2017, has been
amended. In connection with the amendment, the Company made a
$200,000 principal payment in December 2017. The remainder of the
obligation will be paid in monthly installments beginning in
January 2018 with final balance due by June 30, 2018.
MORNINGSIDE LLC: Taps Moses S. Bardavid as Legal Counsel
--------------------------------------------------------
Morningside, LLC seeks approval from the U.S. Bankruptcy Court for
the Central District of California to hire the Law Offices of Moses
S. Bardavid as its legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; examine claims; assist in the preparation of a
plan of reorganization; and provide other legal services related to
its Chapter 11 case.
Bardavid will charge an hourly fee of $350 for its services. The
firm received a retainer from the Debtor in the sum of $11,717, of
which $1,717 was used to pay the filing fee.
The firm's attorney and employees are "disinterested persons" as
defined in section 101(14) of the Bankruptcy Code, according to
court filings.
Bardavid can be reached through:
Moses S. Bardavid, Esq.
Law Offices of Moses S. Bardavid
16133 Ventura Blvd., 7th Floor
Encino, CA 91436
Tel: (818) 377-7454
Fax: (818) 377-7455
Email: mbardavd@hotmail.com
About Morningside LLC
Morningside, LLC is a privately-owned company in Venice,
California. It is affiliated with 1060 Palms, LLC, which sought
bankruptcy protection on Oct. 3, 2017 (Bankr. C.D. Cal. Case No.
17-22183).
Morningside sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. C.D. Calif. Case No. 18-10692) on January 22, 2018.
Yoni Guttman, managing member, signed the petition.
At the time of the filing, the Debtor disclosed that it had
estimated assets and liabilities of $1 million to $10 million.
NEOVASC INC: Gets German NUB Status 1 Designation for Reducer
-------------------------------------------------------------
ovasc, Inc., announced that the "Institut fur das Entgeltsystem im
Krankenhaus" ("InEk"), the German Institute for the Hospital
Remuneration System, has awarded its Neovasc Reducer, a CE-Marked
medical device for the treatment of refractory angina, NUB status 1
designation for 2018.
InEK, is responsible for prioritizing new therapies in Germany
through the NUB process. On Jan. 31, 2018, InEK upgraded the
status of the Neovasc Reducer from status 4 to status 1 - the
highest priority designation available.
A NUB decision is valid for one year and can be renewed annually.
The NUB process opens the path for negotiations between hospitals
and health insurances on the reimbursement of new medical
treatments in the German system. Based on the new NUB status 1 for
the Neovasc Reducer, 107 German hospitals can now negotiate
reimbursement coverage for the Neovasc Reducer therapy under the
German health insurance system.
Fred Colen, CEO of Neovasc commented, "This significant upgrade to
the highest level in the German NUB status is an exciting
development for the Reducer therapy in Europe. For many patients
Angina remains a significant issue and many of them have limited
treatment options today. This positive NUB development will allow
additional patients suffering from refractory angina to be treated
with the Reducer in Germany."
About Reducer
The Reducer is CE-marked in the European Union for the treatment of
refractory angina, a painful and debilitating condition that occurs
when the coronary arteries deliver an inadequate supply of blood to
the heart muscle, despite treatment with standard revascularization
or cardiac drug therapies. It affects millions of patients
worldwide, who typically lead severely restricted lives as a result
of their disabling symptoms, and its incidence is growing. The
Reducer provides relief of angina symptoms by altering blood flow
in the heart's circulatory system, thereby increasing the perfusion
of oxygenated blood to ischemic areas of the heart muscle.
Placement of the Reducer is performed using a minimally invasive
transvenous procedure that is similar to implanting a coronary
stent and is completed in approximately 20 minutes.
About 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
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 clinical
investigation in the United States, Canada and Europe.
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.
NEOVASC INC: Hudson Bay Capital Has 9.9% Stake as of Dec. 31
------------------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange
Commission, Hudson Bay Capital Management LP, an investment
manager, disclosed that as of Dec. 31, 2017, it beneficially owns
10,459,694 shares of common stock of Neovasc Inc. (including
104,586 shares of Common Stock issuable upon exercise of warrants
and/or conversion of convertible notes), constituting 9.99 percent
of the shares outstanding. Sander Gerber also disclosed beneficial
ownership of 10,459,694 shares of Common Stock (including 104,586
shares of Common Stock issuable upon exercise of warrants and/or
conversion of convertible notes).
Based on 78,920,688 shares of Common Stock outstanding as of Nov.
13, 2017 and the issuance of 25,676,368 shares of Common Stock, all
as described in the Company's Report of Foreign Private Issuer
filed with the Securities and Exchange Commission on Nov. 13, 2017,
there are 104,597,056 shares of Common Stock outstanding. The
percentage for each Reporting Person are based on the Company's
total number of outstanding shares of Common Stock and assume the
exercise of warrants and/or conversion of convertible notes held by
Hudson Bay Master Fund Ltd., subject to the 9.99% Blocker.
Pursuant to the terms of the warrants and convertible notes held by
Hudson Bay Master Fund Ltd., the Reporting Persons cannot exercise
those warrants or convert those convertible notes if the Reporting
Persons would beneficially own, after such exercise or conversion,
more than 9.99% of the outstanding shares of Common Stock.
The Investment Manager, which serves as the investment manager to
Hudson Bay Master Fund Ltd., in whose name the securities reported
herein are held, may be deemed to be the beneficial owner of all
shares of Common Stock, subject to the 9.99% Blocker, underlying
the Securities held by Hudson Bay Master Fund Ltd. Mr. Gerber
serves as the managing member of Hudson Bay Capital GP LLC, which
is the general partner of the Investment Manager. Mr. Gerber
disclaims beneficial ownership of these securities.
A full-text copy of the regulatory filing is available at:
https://is.gd/sqjvnd
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.
NORTHERN OIL: Releases Preliminary Fourth Quarter 2017 Results
--------------------------------------------------------------
Northern Oil and Gas, Inc. reported selected preliminary and
unaudited fourth quarter 2017 results.
Fourth Quarter Highlights
* Daily production in the fourth quarter exceeded prior
guidance, increasing 9.3% sequentially and 22.3% year over
year to average 16,742 barrels of oil equivalent per day,
for a total of 1,540,237 Boe
* Northern beat its prior expense guidance with lower
production expenses, production taxes, and general and
administrative expenses on a per Boe basis
* Fourth quarter oil differential was $3.51 per barrel, an
improvement of $2.71 per barrel compared to the third
quarter
* Northern added 7.1 net wells to production during the fourth
quarter, bringing year-to-date well additions to 16.9 net
wells
Management Comment
"December marked an excellent finish to a very good quarter for
Northern with net well additions and production coming in higher
than our prior guidance and expenses (LOE, production taxes, G&A
expenses and differentials) coming in lower than our previous
guidance," commented Northern’s Interim President, Brandon
Elliott. "The strong end to 2017 demonstrates the effectiveness of
our focus on capital allocation and the advantages of the
non-operating business model. Our production has returned to
levels not seen since the first quarter of 2015 and we have
achieved this production with capital spending levels that were 71%
lower in 2017 compared to 2014. We are looking forward to the
momentum that our capital allocation process has helped build
continuing in 2018."
Capital Expenditures & Drilling Activity
Northern saw a pick-up of activity and completions within its core
acreage during 2017 resulting in 7.1 net wells added to production
during the fourth quarter, bringing year-to-date well additions to
16.9 net wells. Higher activity levels in the core also resulted
in a 4.9 net well increase of wells in process compared to year-end
2016, with total wells in process equaling 18.3 net wells at
year-end 2017. The combination of more wells in process and more
wells added to production than originally anticipated resulted in
total capital expenditures incurred of $57.3 million for the fourth
quarter and $156.0 million for 2017.
About Northern Oil
Minnetonka, Minnesota-based Northern Oil and Gas, Inc. --
http://www.NorthernOil.com/-- is an exploration and production
company with a core area of focus in the Williston Basin Bakken and
Three Forks play in North Dakota and Montana.
Northern Oil reported a net loss of $293.5 million on $144.9
million of total revenues for the year ended Dec. 31, 2016,
compared to a net loss of $975.4 million on $275.05 million of
total revenues in 2015.
As of Sept. 30, 2017, Northern Oil had $494.4 million in total
assets, $964.97 million in total liabilities and a total
stockholders' deficit of $470.6 million.
* * *
In December 2017, Moody's Investors Service affirmed Northern Oil
and Gas, Inc.'s (NOG) Caa2 Corporate Family Rating (CFR), Caa2-PD
Probability of Default Rating (PDR), and Caa3 senior unsecured
notes rating. NOG's Caa2 CFR reflects its high leverage, weak
asset coverage of debt (under 1x), modest scale and Moody's
expectations that NOG's cash flows will continue to be challenged
through 2018.
As reported by the TCR on Nov. 16, 2017, S&P Global Ratings raised
its corporate credit rating on Northern Oil and Gas Inc. to 'CCC+'
from 'CCC-'. The outlook is negative. "The upgrade reflects our
assessment of the company's improving, but still weak financial
measures and liquidity following the capital raised from the new
term loans, and the repayment and termination of the revolving
credit facility, which was due in 2018 ($155 million outstanding as
of Sept. 30, 2017)," S&P said.
NORTHERN OIL: Will Swap $497M Unsecured Notes for New Notes & Stock
-------------------------------------------------------------------
Northern Oil and Gas, Inc., announced that it has entered into a
privately negotiated exchange agreement with certain holders of its
8% senior unsecured notes due 2020.
Highlights of the Transaction
* Approximately $497 million of existing senior unsecured notes
to be exchanged (subject to satisfaction of certain
conditions) for (i) approximately $344 million of senior
secured notes due 2023 and (ii) approximately $155 million of
Northern's common stock at $3.00 per share (subject to
adjustment)
* Northern required to raise an additional $156 million in new
equity, of which up to $78 million can be raised through the
contribution of additional properties in the Williston Basin
* Of the $78 million of new equity required to be raised in
cash, $40 million of new equity is already committed as of
Feb. 1, 2018 at $3.00 per share (subject to adjustment) by
TRT Holdings, Inc., Bahram Akradi, Michael Reger, and certain
other investors
* The exchange will reduce debt by $155 million, resulting in
approximately $597 million of net debt as of Dec. 31, 2017,
pro forma for the transactions contemplated by the exchange
agreement (assuming the full equity raise described above is
raised in cash)
In connection with the transaction, Northern announced that current
lead director Bahram Akradi has been appointed Chairman of the
Board of Directors. In addition, Michael Reger has agreed in his
role as Chairman Emeritus to serve as an advisor to the Board in
connection with the equity raise and potential acquisitions. The
company also announced that it has accepted the resignation of
Thomas Stoelk, Northern's previous interim chief executive officer
and chief financial officer. In connection therewith, Brandon
Elliott has been appointed interim president in addition to his
current role as EVP, corporate development and strategy, and Chad
Allen has been appointed interim chief financial officer in
addition to his current role as chief accounting officer.
Bahram Akradi, Northern's Chairman, commented, "The exchange
agreement with our bondholders is a significant step to allow us to
advance the execution of our growth strategy. Northern already has
an excellent liquidity position and is experiencing exceptional
operational results. With the added benefit of the transactions
contemplated by the exchange agreement, we expect to accelerate our
growth strategy as the natural consolidator and clearing house of
non-operated working interest in the Williston Basin. I am
incredibly excited about Northern's future and look forward to
continuing my work with the team. This team has done a phenomenal
job, as evidenced by the outstanding preliminary fourth quarter
results that are also being announced by the Company today."
Exchange Agreement
Under the terms of the exchange agreement, Northern has agreed to
exchange approximately $497 million aggregate principal amount of
its 8% senior unsecured notes due 2020 for a combination of
approximately $344 million aggregate principal amount of second
lien senior secured notes due 2023 and approximately $155 million
of Northern's common stock. The New Notes are expected to mature
on April 30, 2023. The New Notes will bear cash interest at a rate
of 8.5% per annum, and additional interest at a rate of 1% per
annum that is payable in kind (PIK), provided that the PIK interest
shall cease to accrue if Northern achieves specified total
debt-to-EBITDAX metrics. The New Notes will be secured by second
priority lien security interests in substantially the same
collateral that secures Northern's obligations under its $400
million first lien credit facility with TPG Sixth Street Partners.
Closing under the exchange agreement is conditioned upon, among
other things, (i) shareholder approval of the issuance of common
stock in the exchange and the equity raise, (ii) the
reincorporation of Northern in the State of Delaware (from
Minnesota), (iii) consent of the lenders under the First Lien
Facility and (iv) definitive documentation for the New Notes.
Closing under the exchange agreement is also conditioned on
Northern raising $156 million of additional equity in the form of
(i) cash contributions from the sale of equity and/or (ii)
additional assets acquired by Northern in exchange for equity
(limited to 50% of the total equity raise). The price of the
common stock to be issued in the exchange and the equity raise is
targeted for $3.00 per share.
Contemporaneously with the execution of the exchange agreement,
Northern received equity commitments totaling $40 million of the
equity raise at a price of $3.00 per share (subject to adjustment)
from certain investors, including TRT Holdings, Inc. (the company's
largest shareholder and largest noteholder, who also agreed to
exchange all of its Existing Notes pursuant to the exchange
agreement), Bahram Akradi (the company's Chairman), and Michael
Reger (the company's founder and Chairman Emeritus). These equity
commitments are conditioned upon, among other things, closing of
the transactions under the exchange agreement.
Evercore is serving as financial advisor to Northern Oil and Gas,
Inc. and Jones Day is acting as legal counsel.
About Northern Oil
Minnetonka, Minnesota-based Northern Oil and Gas, Inc. --
http://www.NorthernOil.com/-- is an exploration and production
company with a core area of focus in the Williston Basin Bakken and
Three Forks play in North Dakota and Montana.
Northern Oil reported a net loss of $293.5 million on $144.9
million of total revenues for the year ended Dec. 31, 2016,
compared to a net loss of $975.4 million on $275.05 million of
total revenues in 2015.
As of Sept. 30, 2017, Northern Oil had $494.36 million in total
assets, $964.97 million in total liabilities and a total
stockholders' deficit of $470.60 million.
* * *
In December 2017, Moody's Investors Service affirmed Northern Oil
and Gas, Inc.'s (NOG) 'Caa2' Corporate Family Rating (CFR),
'Caa2-PD' Probability of Default Rating (PDR), and 'Caa3' senior
unsecured notes rating. NOG's 'Caa2 CFR' reflects its high
leverage, weak asset coverage of debt (under 1x), modest scale and
Moody's expectations that NOG's cash flows will continue to be
challenged through 2018.
In November 2017, S&P Global Ratings raised its corporate credit
rating on Northern Oil and Gas to 'CCC+' from 'CCC-'. The outlook
is negative. "The upgrade reflects our assessment of the company's
improving, but still weak financial measures and liquidity
following the capital raised from the new term loans, and the
repayment and termination of the revolving credit facility, which
was due in 2018 ($155 million outstanding as of Sept. 30, 2017),"
S&P said.
ON ASSIGNMENT: S&P Affirms 'BB' CCR Amid ECS Federal Transaction
----------------------------------------------------------------
U.S.-based staffing company On Assignment Inc. has announced that
it will acquire ECS Federal LLC, a federal IT staffing provider,
for $775 million. The company will borrow under a $1.6 billion
credit agreement, comprising a $1.4 billion term loan and a $200
million revolving credit facility, to fund the acquisition and pay
related fees and expenses.
S&P Global Ratings affirmed its 'BB' corporate credit rating on
U.S.-based On Assignment Inc. The rating outlook is stable.
S&P said, "At the same time, we affirmed our 'BB' issue-level
rating on the company's $594 million senior secured term loan due
June 2022. The '3' recovery rating is unchanged, indicating our
expectation for meaningful (50%-70%; rounded estimate: 50%)
recovery in the event of a payment default."
S&P related, "The affirmation reflects our expectation that On
Assignment's adjusted leverage, pro forma for the debt-funded
acquisition, will increase to the high-3x area from 2.2x as of
Sept. 30, 2017, but will decline subsequently due to EBITDA growth,
good cash flow conversion and debt repayment. Furthermore,
we believe the ECS Federal LLC acquisition will provide additional
business stability and end market diversity. With its Creative
Circle acquisition in 2015, On Assignment has exhibited a good
track record of integrating acquisitions and deleveraging, and we
believe it will use a similar strategy to deleverage.
"The stable outlook reflects our expectation that following the ECS
acquisition On Assignment's leverage will decline to mid-3x area
over next 12 months and to below 3x by the second half of 2019. We
don't expect the company to make any share buybacks or
distributions to shareholders.
"We could lower the corporate credit rating if we believe the
company's leverage will remain above 3.25x for a prolonged period.
This could occur if the company faces operating challenges that
result in revenue declines or increased costs from integration
challenges or competitive pressures, or if the company prioritizes
shareholder-friendly initiatives such as share buybacks, dividends,
or debt-funded acquisitions over deleveraging.
"We could raise the rating over the next 12 months if the company
reduces leverage below 2.25x and we expect the leverage will stay
below these levels on a sustained basis."
ONCOBIOLOGICS INC: Falls Short of Nasdaq's Market Value Rule
------------------------------------------------------------
Oncobiologics, Inc., has received a written notification from the
Nasdaq indicating that as of June 28, 2017, the Company did not
meet the $50,000,000 minimum market value of listed securities
required to maintain continued listing as set forth in Nasdaq
Marketplace Rule 5450(b)(2)(A), and that as of June 28, 2017, the
Company did not meet the alternative continued listing standards
based on minimum stockholders' equity or total assets/total
revenue. The notification has no immediate effect on the listing
of the Company's common stock on the Nasdaq Global Market.
Under Nasdaq Rules, the Company will have 180 calendar days from
the date of the notification to regain compliance by meeting the
continued listing requirement, namely the market value of listed
securities closes at $50,000,000 or more for a minimum of 10
consecutive business days. If the Company is unable to regain
compliance during the 180-day period, and the Company receives a
delisting determination from Nasdaq, the Company may, at that time,
request a hearing to remain on the Nasdaq Global Market, which
request will ordinarily suspend such delisting determination until
a decision by Nasdaq subsequent to the hearing.
There can be no assurance that the Company will be successful in
regaining compliance with the continued listing requirements and
maintaining its listing of the Company's common stock on the Nasdaq
Global Market.
About Oncobiologics
Oncobiologics, Inc. -- http://www.oncobiologics.com/-- is a
clinical-stage biopharmaceutical company focused on identifying,
developing, manufacturing and commercializing complex biosimilar
therapeutics. The Cranbury, New Jersey-based Company's current
focus is on technically challenging and commercially attractive
monoclonal antibodies, or mAbs, in the disease areas of immunology
and oncology.
Oncobiologics reported a net loss attributable to common
stockholders of $40.02 million for the year ended Sept. 30, 2017,
compared to a net loss attributable to common stockholders of
$63.13 million for the year ended Sept. 30, 2016. As of Sept. 30,
2017, Oncobiologics had $20.73 million in total assets, $51.46
million in total liabilities, $2.92 million in series A convertible
preferred stock, and a $33.65 million total stockholders' deficit.
KPMG LLP, in Philadelphia, Pennsylvania, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Sept. 30, 2017, citing that the Company has incurred
recurring losses and negative cash flows from operations since
inception and has an accumulated deficit at Sept. 30, 2017 of
$186.2 million, $13.5 million of senior secured notes due in
December 2018 and $4.6 million of indebtedness that is due on
demand, which raises substantial doubt about its ability to
continue as a going concern.
PETE GOULD: Case Summary & 2 Unsecured Creditors
------------------------------------------------
Debtor: Pete Gould & Sons, Inc.
6208 Ravenswood Road
Ravenswood, WV 26164
Business Description: Founded in 1966, Pete Gould & Sons, Inc.
provides general contracting services such
as constructing water and sewer mains.
Chapter 11 Petition Date: February 5, 2018
Court: United States Bankruptcy Court
Southern District of West Virginia (Charleston)
Case No.: 18-20047
Judge: Hon. Frank W. Volk
Debtor's Counsel: Joseph W. Caldwell, Esq.
CALDWELL & RIFFEE
P. O. Box 4427
Charleston, WV 25364-4427
Tel: 304-925-2100
Fax: (304) 925-2193
E-mail: joecaldwell@frontier.com
chuckriffee@frontier.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Bryan Gould, member.
A full-text copy of the petition, along with a list of two
unsecured creditors, is available for free at:
http://bankrupt.com/misc/wvsb18-20047.pdf
PETROQUEST ENERGY: Completes Sale of Gulf of Mexico Assets
----------------------------------------------------------
PetroQuest Energy, Inc., announced the sale of its Gulf of Mexico
properties on Jan. 31, 2018, but effective as of Dec. 1, 2017. As
a result of the sale, the Company has eliminated an approximate
$35.4 million undiscounted abandonment liability from its long-term
obligations. The Company received no proceeds from the sale of
these properties and is required to contribute $3.75 million
towards future abandonment costs. In connection with the sale, the
Company expects to receive a cash refund of approximately $10.3
million related to a depositary account that served to
collateralize a portion of the Company's offshore bonds. All of
the Company's production is now derived from assets located onshore
Louisiana and Texas.
During the fourth quarter of 2017, the Sold Assets produced
approximately 26.1 MMcfe/d (21% oil, 75% gas, 4% NGL). Production
from the Sold Assets has declined over the last 60 days as a result
of natural declines. The Company estimates net daily production
for January 2018 to be approximately 13.8 MMcfe/d (24% oil, 71% gas
and 5% NGL), or 47% below the fourth quarter 2017 rate.
As of Dec. 31, 2017, the Company's estimated proved reserves
attributable to the Sold Assets totaled approximately 11 Bcfe (100%
proved developed) with estimated pre-tax discounted future net cash
flows (PV-10) of approximately ($2.4) million, using SEC pricing
($2.98/Mcf for natural gas and $51.34/Bbl for oil).
Including the Sold Assets, the Company estimates that its 2017
production was approximately 27.6 Bcfe, or 75.6 MMcfe per day.
Estimated fourth quarter 2017 production, including the Sold
Assets, totaled approximately 8.6 Bcfe, or 93.7 MMcfe per day,
compared to guidance of 91-95 MMcfe/d. Estimated production for
2017 was 17% higher than 2016 and estimated fourth quarter 2017
production was 87% higher than the year-ago quarter.
Based upon estimated 2017 production, the Company estimates that it
achieved a 247% reserve replacement ratio during 2017 and expects
that its all-in finding and development costs during 2017 to be
approximately $0.70/Mcfe.
The Company expects to provide first quarter 2018 guidance metrics
and 2018 capital expenditure guidance and plans in connection with
its 2017 year-end earnings release in early March 2018.
Management's Comment
"After completing the sale of our Gulf of Mexico properties, we
have eliminated a considerable long-term abandonment liability and
have substantially reduced our exposure to future regulatory,
environmental, surety and weather risks inherent in offshore
operations. In addition, the sale will increase our net liquidity
by $6.5 million and allow us to focus our attention on developing
our onshore assets in East Texas and in the Louisiana Austin Chalk
trend," said Charles T. Goodson, chairman, chief executive officer
and president. "While our production and reserve profiles will
experience near-term reductions after this divestiture, we believe
that this transaction will ultimately drive value creation."
A full-text copy of the press release is available for free at:
https://is.gd/DvrR9L
About Petroquest
Lafayette, La.-based PetroQuest Energy, Inc. --
http://www.petroquest.com/-- is an independent energy company
engaged in the exploration, development, acquisition and production
of oil and natural gas reserves in the Texas, Louisiana and the
shallow waters of the Gulf of Mexico. PetroQuest's common stock
trades on the New York Stock Exchange under the ticker PQ.
PetroQuest reported a net loss available to common stockholders of
$96.24 million in 2016 and a net loss available to common
stockholders of $299.9 million in 2015. The Company's balance
sheet at Sept. 30, 2017, showed $159.5 million in total assets,
$415.7 million in total liabilities and a total stockholders'
deficit of $256.20 million.
* * *
In June 2017, Moody's Investors Service withdrew all assigned
ratings for PetroQuest Energy, including the 'Caa3' Corporate
Family Rating, following the elimination of all of its rated debt.
As reported by the TCR on Dec. 7, 2017, S&P Global Ratings raised
its corporate credit rating on Lafayette, La.-based exploration and
production company PetroQuest Energy Inc. to 'CCC+' from 'CCC'.
The rating outlook is negative. "The upgrade reflects our
assessment that PetroQuest is likely to generate sufficient cash
flow and, along with continued access to its multidraw term loan,
have sufficient liquidity to meet cash interest requirements
through 2018. The company has the option to make PIK interest
payments on its second-lien senior secured PIK notes through August
2018 at 1% cash interest and 9% PIK.
PRECIPIO INC: May Issue 5.4M Shares Under its 2017 Option Plan
--------------------------------------------------------------
Precipio, Inc. has filed a Form S-8 registration statement with the
Securities and Exchange Commission to register an additional
5,389,500 shares of its common stock for issuance under the
Company's 2017 Stock Option and Incentive Plan. A full-text copy
of the prospectus is available for free at https://is.gd/SXN7xw
About Precipio
Omaha, Nebraska-based Precipio, formerly known as Transgenomic,
Inc. -- http://www.precipiodx.com/-- has built a platform designed
to eradicate the problem of misdiagnosis by harnessing the
intellect, expertise and technology developed within academic
institutions and delivering quality diagnostic information to
physicians and their patients worldwide. Through its
collaborations with world-class academic institutions specializing
in cancer research, diagnostics and treatment, initially the Yale
School of Medicine, Precipio offers a new standard of diagnostic
accuracy enabling the highest level of patient care.
Transgenomic reported a net loss available to common stockholders
of $8 million on $1.55 million of net sales for the year ended Dec.
31, 2016, compared with a net loss available to common stockholders
of $34.27 million on $1.92 million of net sales for the year ended
Dec. 31, 2015. As of Sept. 30, 2017, Precipio had $34.97 million
in total assets, $14.57 million in total liabilities and $20.40
million in total stockholders' equity.
Marcum LLP, in Hartford, CT, issued a "going concern" qualification
on the consolidated financial statements for the year ended Dec.
31, 2016, stating that the Company has incurred operating losses
and used cash for operating activities for the past several years.
This raises substantial doubt about the Company's ability to
continue as a going concern.
QUALITY CARE: Balks at HCR ManorCare Bid to Dismiss Receivership
----------------------------------------------------------------
Quality Care Properties, Inc., intends to continue to pursue a
receivership complaint against HCR ManorCare, QCP disclosed in a
Form 8-K filing with the Securities and Exchange Commission.
On August 17, 2017, QCP filed a complaint in Superior Court of the
State of California for the County of Los Angeles against its
principal tenant, HCR III Healthcare, LLC, and its parent, HCR
ManorCare, Inc., seeking the appointment of an independent receiver
for QCP's skilled nursing and assisted living/memory care
facilities.
QCP most recently extended the deadline for HCR ManorCare's
response to QCP's receivership complaint to January 26, 2018.
On January 26, HCR ManorCare responded to the complaint by filing a
motion to dismiss certain claims in the receivership complaint.
"QCP intends to pursue available judicial paths, will object to HCR
ManorCare's request for dismissal of the receivership action and
will continue to pursue the receivership complaint," the Company
said on January 30, 2018.
QCP noted that HCR ManorCare continues to be in default under the
Master Lease and Security Agreement, dated as of April 7, 2011, as
amended and supplemented, and the Guaranty of Obligations effective
as of February 11, 2013, with respect to obligations under the
Master Lease. Furthermore, HCR ManorCare has failed to pay the
Reduced Cash Rent amount of $14 million due on January 25, 2018
under the Master Lease.
Forbearance Deal
On April 5, 2017, QCP entered into a forbearance agreement with HCR
III and HCRMC -- together, "HCR ManorCare". Among other things,
the Agreement required HCR ManorCare to make cash rent payments of
$32 million for each of April, May and June of 2017, with a
deferral of payment of the additional $7.5 million per month
otherwise due until the earlier of (i) July 5, 2017 and (ii) an
early termination of the Agreement, with all deferred amounts
becoming immediately due and payable upon an early termination.
The Agreement also required HCR ManorCare to deliver its 2016
audited financial statements and auditor consent to QCP not later
than April 10, 2017, which were received on April 10, 2017 and
included a "going concern" exception for HCR ManorCare in the
auditor opinion.
During the term of the Agreement, QCP also agreed to provide HCR
ManorCare with a temporary secured extension of credit of up to $7
million per month during each of April, May and June of 2017 (up to
$21 million in the aggregate), which would be due and payable in
full not later than December 31, 2017, subject to acceleration upon
certain events.
HCR ManorCare made the reduced cash rent payments of $32 million
for each of April and May of 2017. HCR ManorCare borrowed $7
million for April 2017 under the temporary secured credit
agreement.
On June 2, 2017, QCP received $15 million from HCR ManorCare,
constituting $8 million of rent and repayment of the $7 million
secured loan extended pursuant to the Agreement, rather than the
full $32 million in rent required to be paid for June 2017 under
the terms of the Agreement.
In a Form 10-Q quarterly report filed in November, QCR said HCR
ManorCare is required to pay approximately $39.5 million in monthly
rent under the parties' Master Lease.
On July 7, 2017, QCP received approximately $8.2 million from HCR
ManorCare. On July 7, QCP delivered a notice of default under the
Master Lease relating to nonpayment of rent due and other matters.
The notice of default demanded payment of all current and past due
rent, totaling approximately $79.6 million, by the end of the day
on July 14, 2017. The amount was not paid, and therefore, an Event
of Default exists under the Master Lease, requiring the immediate
payment of an additional approximately $265 million of Tranche B
DRO and permitting the QCP lessors to terminate the Master Lease,
appoint receivers or exercise other remedies with respect to any
and all leased properties. On August 3, 2017, QCP received
approximately $23.0 million in rent from HCR ManorCare.
On September 25, October 19 and November 2, 2017, QCP announced
that it had agreed with HCR ManorCare to extend the deadline for
HCR ManorCare's response to QCP's receivership complaint to October
18, November 1 and December 1, 2017, respectively, in each case
subject to Court approval (which was granted), to allow for the
continuation of workout discussions, including with respect to the
sale or re-leasing of any of the HCRMC Properties. HCR ManorCare
continues to be in default under the Master Lease. HCR ManorCare
paid approximately $17.6 million and $21.0 million in rent for
September and October 2017, respectively. Over $446 million in rent
and other obligations continue to be immediately due and payable
under the Master Lease.
As of June 30, 2017, in connection with management's belief that an
Event of Default was imminent and the closing of QCP's fiscal
quarter, the Company expected to have the ability to sell or
re-lease any HCRMC Property unencumbered by the Master Lease. This
resulted in a reduction in the expected holding period of certain
facilities, which resulted in an impairment charge of $382.0
million during the second quarter of 2017. As of September 30,
2017, the Company determined there was a reduction in the expected
holding period of certain additional facilities, which resulted in
an impairment charge of $9.9 million during the third quarter of
2017.
QCP said in its quarterly report that it incurred legal, advisory
and diligence costs related to its restructuring and workout
discussions with HCRMC totaling $5.5 million and $13.4 million
during the three and nine months ended September 30, 2017,
respectively.
The Company also recognized HCRMC rental and related revenues
totaling $48.9 million and $116.4 million for the three months
ended September 30, 2017 and 2016, respectively, and $226.2 million
and $345.8 million for the nine months ended September 30, 2017 and
2016, respectively.
About Quality Care Properties
Headquartered in Bethesda, Maryland, Quality Care Properties, Inc.
is a real estate company focused on post-acute/skilled nursing and
memory care/assisted living properties. QCP's properties are
located in 29 states and include 257 post-acute/skilled nursing
properties, 61 memory care/assisted living properties, a surgical
hospital and a medical office building as of October 20, 2017.
QCP was formed in 2016 to hold:
* the HCR ManorCare, Inc. portfolio,
* 28 other healthcare related properties,
* a deferred rent obligation due from HCRMC under a master
lease agreement -- Tranche B DRO; and
* an equity method investment in HCRMC previously held by
HCP, Inc.
QCP was a wholly owned subsidiary of HCP. It was separated from
HCP, effective October 31, 2016.
At Sept. 30, 2017, QCP had total assets of $4,464,183,000 against
total liabilities of $1,804,133,000.
* * *
As reported by the Troubled Company Reporter on Oct. 24, 2017,
Moody's Investors Service confirmed QCP's ratings, including its
Caa1 corporate family rating (CFR) following QCP's announcement
that the REIT's work-out discussions with its struggling tenant,
HCR Manorcare, Inc. (HCR, unrated), are continuing. Moody's said
the continued discussions indicate that both QCP and HCR are
pursuing an out-of-court resolution, a welcome development for QCP
from a credit perspective.
As reported by the TCR on Dec. 20, 2017, S&P Global Ratings lowered
its corporate credit rating on QCP to 'CCC' from 'B-' after the
company announced it would extend the deadline to negotiate with
HCR ManorCare until Jan. 15, 2018, with no amendment or waiver
reached on the covenant under its credit facilities. HCR's
operating performance has weakened significantly, limiting the
company's ability to pay rent sufficient enough to alleviate a
covenant breach. According to S&P's projections, the debt service
coverage covenant (DSC) could be breached as early as the first or
second quarter of 2018.
QUANTUM CORP: BlackRock Has 5.3% Stake as of Dec. 31
----------------------------------------------------
BlackRock, Inc. reported to the Securities and Exchange Commission
that as of Dec. 31, 2017, it beneficially owns 1,823,658 shares of
common stock of Quantum Corporation, constituting 5.3 percent of
the shares outstanding. A full-text copy of the regulatory filing
is available for free at https://is.gd/wWquSZ
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.
QUANTUM CORP: Portolan Capital Has 5.58% Stake as of Jan. 25
------------------------------------------------------------
Portolan Capital Management, LLC, a registered investment adviser,
in its capacity as investment manager for various clients,
reported to the Securities and Exchange Commission that as of Jan.
25, 2018, it directly beneficially owns 1,933,848 shares of common
stock of Quantum Corporation, constituting 5.58 percent of the
shares outstanding. The securities reported are indirectly owned
by George McCabe, the manager of Portolan Capital Management, LLC.
A full-text copy of the regulatory filing is available for free at
https://is.gd/1EENe9
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.
RAMKABIR INVESTMENTS: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Ramkabir Investments, Inc.
DBA Boston's Restaurant & Bar
1344 Azteca Drive
Jacksonville, FL 32218
Business Description: Boston's Restaurant & Bar is a
sports-bar chain located at 13070 City
Station Dr. Jacksonville, FL 32218. The
Restaurant serves gourmet pizzas, burgers,
wings & more.
Chapter 11 Petition Date: February 5, 2018
Court: United States Bankruptcy Court
Middle District of Florida (Jacksonville)
Case No.: 18-00342
Judge: Hon. Paul M. Glenn
Debtor's Counsel: Robert A Heekin, Jr., Esq.
THAMES MARKEY & HEEKIN, PA
50 N. Laura Street, Suite 1600
Jacksonville, FL 32202
Tel: 904-358-4000
Fax: 904-358-4001
E-mail: rah@tmhlaw.net
abd@tmhlaw.net
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Nimesh H. Patel, CEO.
The Debtor did not file a list of its 20 largest unsecured
creditors together with the petition.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/flmb18-00342.pdf
REAL ALLOY: Noteholders Intend to Serve as "Stalking Horse" Bidder
------------------------------------------------------------------
Real Alloy Holding, Inc., on Feb. 5, 2018, disclosed that the
Company received multiple bids to acquire all of Real Alloy's
operations in advance of the previously announced court-approved
deadline of January 31, 2018.
A group of the Company's noteholders, which in conjunction with
Bank of America provided the existing Real Alloy
debtor-in-possession facility, intend to serve as the "stalking
horse" bidder in the court-supervised sale process. These
noteholders, who are very familiar with the Company's operations,
have expressed strong interest in operating both the North American
and European business units. The noteholder group is comprised of
large, sophisticated U.S. based investors. In addition to the
noteholders' indication, the Company also received multiple cash
bids for the business. However, the noteholders illustrated their
commitment to and belief in the Company by stating that they are
making a credit bid that is substantially higher than any of the
cash bids received, and designed to preserve and maximize the value
of the business.
As the stalking horse bid in the sale process, the noteholder group
bid will be subject to higher and better bids. The deadline to
submit qualified bids is March 19, 2018. Currently, an auction is
scheduled to take place on March 27, 2018, and a hearing to approve
a sale is scheduled for March 29, 2018. This schedule is designed
to facilitate an efficient and highly competitive sale process that
maximizes value for all Real Alloy stakeholders.
Throughout the process, Real Alloy expects its operations to
continue uninterrupted in the ordinary course of business and
expects to continue to meet its day-to-day obligations to its
employees, suppliers of goods and services and customers. During
the first quarter, Real Alloy has continued to work on additional
contracts for 2018 production with several longstanding customers.
Management Comments
Terry Hogan, President of Real Alloy, stated, "We are pleased to
have the continued support of our noteholders and to have received
numerous bids during the stalking horse phase of the sales process.
We look forward to working through the milestones in our financial
restructuring and completing an orderly sale of the business to
maximize value as planned. By the beginning of May, we expect to
have new ownership in place that supports our business, customers,
suppliers, and employees."
About Real Industry Inc.
Real Industry, Inc. -- http://www.realindustryinc.com/-- is a
Delaware holding company that operates through its subsidiaries.
Its current business focus is supporting the performance of Real
Alloy, an aluminum recycling company and its single largest
operating business, and to make acquisitions of additional
operating companies. The company regularly considers acquisitions
of businesses that operate in undervalued industries, as well as
businesses that it believes are in transition or are otherwise
misunderstood by the marketplace. As a holding company, Real
Industry relies on the operations of its subsidiaries and external
financing sources for its liquidity needs.
Real Industry, Inc., and eight affiliated debtors each filed a
voluntary petition for relief under Chapter 11 of the United States
Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-12464) on Nov. 17,
2017. The cases are pending before the Honorable Kevin J. Carey.
The Debtors tapped Morrison & Foerster LLP as legal counsel; Saul
Ewing Arnstein & Lehr LLP as co-counsel; Berkeley Research Group,
LLC as financial advisor; Jefferies LLC as investment banker; and
Prime Clerk as administrative advisor.
The Ad Hoc Noteholder Group whose members include DDJ Capital
Management, LLC, Osterweis Capital Management, HPS Investment
Partners, LLC, Hotchkis & Wiley Capital Management, and Southpaw
Credit Opportunity Master Fund L.P., hired Latham & Watkins LLP and
Young Conway Stargatt & Taylor LLP to represent it in the Chapter
11 bankruptcy cases of Real Industry, Inc., and its affiliates.
Andrew S. Vara, Acting U.S. Trustee for Region 3, appointed five
creditors to serve on the Official Committee of Unsecured Creditors
in the Chapter 11 cases of Real Industry, Inc., and its
debtor-affiliates. The Committee hired Duane Morris LLP, as
Delaware counsel, Brown Rudnick LLP, as co-counsel, Goldin
Associates, LLC, as financial advisor, Stifel Nicolaus & Co., Inc.,
as investment banker.
RESOLUTE ENERGY: BlackRock Discloses 6.2% Stake as of Dec. 31
-------------------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange
Commission, BlackRock, Inc. reported that as of Dec. 31, 2017, it
beneficially owns 1,399,693 shares of common stock of Resolute
Energy Corp, constituting 6.2 percent of the shares outstanding. A
full-text copy of the Schedule 13G is available for free at:
https://is.gd/MCVdgx
About Resolute Energy
Based in Denver, Colorado, Resolute Energy Corp. --
http://www.resoluteenergy.com/-- is an independent oil and gas
company focused on the acquisition and development of
unconventional oil and gas properties in the Delaware Basin portion
of the Permian Basin of west Texas. The Company's common stock is
traded on the NYSE under the ticker symbol "REN."
Resolute reported a net loss of $161.7 million in 2016, a net loss
of $742.3 million in 2015 and a net loss of $21.85 million in 2014.
The Company had $792.3 million in total assets, $866.1 million in
total liabilities and a total stockholders' deficit of $73.76
million as of Sept. 30, 2017.
ROBERTO KUPERMAN: KC5 Buying San Juan Property for $325K
--------------------------------------------------------
Roberto Lazoff Kuperman and Graciela Blank Zaitman ask the U.S.
Bankruptcy Court for the District of Puerto Rico to authorize the
sale of the real property located at Kings Court 52, Apt. 5-A, San
Juan, Puerto Rico to KC5A, LLC for $325,000
The Property is a 3 bedrooms and two bathrooms apartment (2,055
square feet gross living area) and is the Debtors' residence at
this time. It is Lot Number 15,863 registered at Page 159 of
Volume 1190 of Santurce Norte, Registry of Property of Puerto Rico,
San Juan, I. The title search and the Appraisal Report of the
Property, dated Jan. 29, 2018 and Jan. ll, 2018, respectively, are
attached with the Motion
The Property is encumbered by a lien in favor of Condado 3, LLC.
Judgement for money collection and foreclosure of collateral was
entered on Civil Case number K CD2013-31, Condado 3, LLC. vs. Le
Natural, Inc. et als. , Court of First Recourse, Sala Superior de
San Juan. As per Judgement entered in favor of Condado, Debtors
owed to this creditor approximately $607,000 for principal,
interest and other charges. Debtors are guarantors for a commercial
loan, and the property was used as collateral as per mortgage note
dated September 29, 2009, and Mortgage Deed Number 478 executed in
San Juan, Puerto Rico, before Public Notary Antonio Hernandez
Almovar.
The Debtors have received a cash offer to purchase the Property for
the amount of $325,000 from the Purchaser as per offer dated Jan.
25, 2018. The Purchaser accepts the Property "as is," and it
assumes any debt for property taxes and/or maintenances fees. The
Purchaser has submitted evidence of the immediate availability of
the funds. It is the only offer the Debtors have received for the
Property since foreclosure proceedings commenced in Sept. 4, 2013.
The sale will be made "as is" and "where is," without any warranty
of any kind. The Purchaser assumes all environmental hazards, if
any. All risk of loss will pass to the Purchaser upon adjudication
of the sale by the debtors. A report of the sale proceeds will be
filed before the Court within 30 days of the sale. The Purchaser
will pay all notary fees and stamps related to the certified Deed
of Sale, and its registration according 31 LPRA 38141, Article
13541 of PR Civil Code.
A copy of the Contract attached to the Motion is available for free
at:
http://bankrupt.com/misc/ROBERTO_KUPERMAN_9_Sales.pdf
The proceeds from the sale will be used to pay Condado. Any
outstanding amount owed to this creditor after sale proceeds are
discounted, will receive distribution as general unsecured creditor
under the Chapter 11 Reorganization Plan. The sale of the Property
will be free and clear of liens.
Application to Employ Notary will be filed before the Court. The
payments to the Notary depend on filing of proper applications and
Court's approval. In the event that any party objects to the sale,
a hearing on said objection will be scheduled by the Honorable
Court.
Unless a party in interest files a written objection, within the
term of 21 days from the date of the notice of sale, the Debtors
Will complete the sale subject to the terms and conditions
described without further order, notice or hearing.
The Creditor:
CONDADO 3, LLC.
c/o Midwest Servicing
3144 Winton Rd.
Rochester, NY 14623
Roberto Lazoff Kuperman and Graciela Blank Zaitman sought Chapter
11 protection (Bankr. D.P.R. Case No. 18-00291) on Jan. 24, 2018.
The Debtors tapped Gloria Justiniano Irizarry, Esq., at
Justiniano's Law Office,
as counsel.
ROSETTA GENOMICS: Adjourns Extraordinary Meeting to Feb. 15
-----------------------------------------------------------
The extraordinary general meeting of shareholders of the Rosetta
Genomics Ltd. that was convened on Feb. 1, 2018 has been adjourned
to Thursday, Feb. 15, 2018 at 10:00 am (PT). The adjourned meeting
will be held at the California office of the Company at 25901
Commercentre Dr., Lake Forest, CA 92630.
The matter to be voted upon at the adjourned meeting, and the
record date for the shareholders entitled to vote at the meeting,
will remain unchanged. For information regarding the matter to be
voted upon at the adjourned meeting, see the Company's proxy
statement filed on Form 6-K with the U.S. Securities and Exchange
Commission on December 28, 2017.
"We are urgently seeking your proxy vote FOR approval of the
proposed merger of Rosetta Genomics with a subsidiary of Genoptix,
Inc," said the Company in a letter to shareholders dated Feb. 1,
2018. "We wish to emphasize that the Board of Directors has
explored many different strategic alternatives and concluded that
this merger provides the best option for shareholders. If the
merger is not completed, Rosetta Genomics will likely be insolvent
(from a cash flow perspective) with no ready options for obtaining
additional liquidity and may have to file for bankruptcy
protection."
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.
ROSLYN SEFARDIC: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Roslyn Sefardic Center Corp.
1 Potters Lane
Roslyn Heights, NY 11577
Business Description: Roslyn Sefardic Center Corp. is a non-profit
religious organization in Roslyn Heights,
New York. The Company previously sought
bankruptcy protection on Jan. 25, 2016
(Bankr. E.D.N.Y. Case No. 16-70299).
Chapter 11 Petition Date: February 5, 2018
Case No.: 18-70785
Court: United States Bankruptcy Court
Eastern District of New York (Central Islip)
Judge: Hon. Louis A. Scarcella
Debtor's Counsel: Richard Cronin, Esq.
CRONIN, CRONIN HARRIS & O'BRIEN
333 Earle Orvington Blvd, Suite 820
Uniondale, NY 11553
Tel: 516-506-7880
Email: RCronin@cchotax.com
Total Assets: $1,055,000
Total Debts: $363,308
The Debtor failed to include a list of its 20 largest unsecured
creditors at the time of the bankruptcy filing.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/nyeb18-70785.pdf
SAEXPLORATION HOLDINGS: BlueMountain Has 23.5% Stake as of Jan. 29
------------------------------------------------------------------
In a Schedule 13D/A filed with the Securities and Exchange
Commission, these reporting persons disclosed beneficial ownership
of shares of common stock of SAExploration Holdings, Inc. as of
Jan. 29, 2018:
Shares Percentage
Beneficially of
Reporting Person Owned Shares
---------------- ------------ ----------
BlueMountain Capital Management, LLC 2,409,106 23.5%
BlueMountain GP Holdings, LLC 1,976,336 19.3%
BlueMountain Long/Short Credit GP, LLC 80,647 0.8%
BlueMountain Guadalupe Peak Fund L.P. 80,647 0.8%
BlueMountain Kicking Horse Fund GP, LLC 61,411 0.6%
BlueMountain Kicking Horse Fund L.P. 61,411 0.6%
BlueMountain Timberline Ltd. 59,405 0.6%
BlueMountain Summit Opportunities GP II 160,171 1.6%
BlueMountain Summit Trading L.P. 160,171 1.6%
BlueMountain Montenvers GP S.a r.l. 373,365 3.6%
BlueMountain Montenvers Master
Fund SCA SICAV-SIF 373,365 3.6%
All percentages are based on the Issuer's 10,236,855 shares of
Common Stock, outstanding as of Jan. 29, 2018, based on information
from the Issuer and other publicly available information.
As previously disclosed, on Dec. 19, 2017, SAExploration entered
into a restructuring support agreement with the BlueMountain Funds
and other holders that beneficially owned in excess of 85% in
principal amount of the Issuer's 10.000% Senior Secured Second Lien
Notes due 2019, pursuant to which the Issuer agreed to commence an
exchange offer to exchange the Second Lien Notes for a combination
of the Issuer's common stock, convertible preferred stock and
warrants and the 2017 Supporting Holders agreed to tender all of
their Second Lien Notes in the Exchange Offer.
On Jan. 29, 2018, the Exchange Offer was completed, and in exchange
for $18,577,026 aggregate principal amount of Second Lien Notes
tendered by the BlueMountain Funds, the Issuer issued to the
BlueMountain Funds an aggregate of 8,067 shares of the Issuer's
Series A perpetual convertible preferred stock, 217,823 shares of
the Issuer's Series B convertible preferred stock and 2,317,413
Series C Warrants of the Issuer to purchase shares of Common
Stock.
Following the third anniversary of the closing of the Exchange
Offer, the Series A Preferred Stock is convertible into shares of
Common Stock at the option of the Issuer or at the option of each
holder of Series A Preferred Stock. Prior to the third anniversary
of the closing of the Exchange Offer, the Series A Preferred Stock
may be converted into shares of Common Stock with the consent of
the holders of at least 66 2/3% of the outstanding shares of Series
A Preferred Stock, or upon a change of control of the Issuer. The
initial conversion rate for the Series A Preferred Stock is
3,271.4653 shares of Common Stock per share of Series A Preferred
Stock, subject to adjustment. At all times a holder of Series A
Preferred Stock, who is not a beneficial owner of 10% or more of
the outstanding Common Stock, may convert the Series A Preferred
Stock only up to that number of shares of Series A Preferred Stock
so that, upon conversion, the aggregate beneficial ownership of
Common Stock of such holder and all persons affiliated with such
holder, is not more than 9.99% of Common Stock then outstanding
(other than in connection with a change of control of the Issuer).
Following the Issuer's receipt of shareholder approval for the
issuance of additional shares of Common Stock, the Series B
Preferred Stock will automatically convert into shares of Common
Stock and/or Series C Warrants, at the holder's option. Each share
of Series B Preferred Stock is mandatorily convertible into 21.7378
shares of Common Stock and/or Series C Warrants.
Each Series C Warrant is immediately exercisable by the holder for
one share of Common Stock at a price equal to $0.0001. The Series
C Warrants are also exercisable at the option of the Issuer in
connection with a full redemption of the Series A Preferred Stock
or upon a change of control of the Issuer. At all times a holder
of Series C Warrants, who is not a beneficial owner of 10% or more
of the outstanding Common Stock, may exercise only up to that
number of Series C Warrants so that, upon exercise, the aggregate
beneficial ownership of Common Stock of such holder and all persons
affiliated with such holder, is not more than 9.99% of Common Stock
then outstanding (other than in connection with a change of control
of the Issuer).
A full-text copy of the regulatory filing is available at:
https://is.gd/BTN7GB
About SAExploration Holdings
Based in Houston, Texas, SAExploration Holdings, Inc. --
http://www.saexploration.com/-- is an internationally-focused
oilfield services company offering a full range of
vertically-integrated seismic data acquisition and logistical
support services in remote and complex environments throughout
Alaska, Canada, South America, Southeast Asia and West Africa.
SAExploration reported a net loss attributable to the Company of
$25.03 million for the year ended Dec. 31, 2016, a net loss
attributable to the Company of $9.87 million for the year ended
Dec. 31, 2015, and a net loss attributable to the Company of $41.75
million for the year Dec. 31, 2014. The Company's balance sheet at
Sept. 30, 2017, showed $158.6 million in total assets, $143.3
million in total liabilities and $15.28 million in total
stockholders' equity.
* * *
In June 2016, S&P Global Ratings lowered its corporate credit
rating on SAExploration Holdings to 'CC' from 'CCC-'. At the same
time, S&P lowered the issue-level rating on the company's senior
secured notes to 'CC' from 'CCC-'. The outlook remains negative.
The downgrade follows SAExploration's announcement that it plans to
launch an exchange offer to existing holders of its 10% senior
secured notes for shares of common equity and a new issue of
second-lien notes. Following the rating action, S&P withdrew the
corporate credit and issue-level ratings at the company's request.
Moody's Investors Service withdrew SAExploration's 'Caa2' Corporate
Family Rating and other ratings. Moody's withdrew the rating for
its own business reasons, as reported by the TCR on Sept. 13, 2016.
SAEXPLORATION HOLDINGS: Closes Notes Exchange Offer
---------------------------------------------------
SAExploration Holdings, Inc., has completed its previously
announced exchange offer and consent solicitation related to its
outstanding 10.000% Senior Secured Notes due 2019 and 10.000%
Senior Secured Second Lien Notes due 2019. SAE offered to exchange
any and all of the Notes held by eligible holders upon the terms
and subject to the conditions set forth in SAE's Exchange Offer
Memorandum and Consent Solicitation Statement dated Dec. 22, 2017.
Concurrently with the Exchange Offer, the Company solicited
consents from eligible holders of record of the Existing Notes (i)
to adopt certain proposed amendments to the indenture under which
the Existing Notes and the existing guarantees of such Existing
Notes were issued and (ii) to release all of the collateral from
the liens securing the Existing Notes.
Jeff Hastings, Chairman and CEO of SAE, said, "We are very pleased
with the success of our exchange offer in which more than 90% of
our outstanding Existing Notes were exchanged. We have
comprehensively realigned our entire capital structure, which will
enhance our immediate liquidity by eliminating approximately $7.8
million of annual cash interest payments, provide meaningful
financial flexibility through our new $20.0 million senior credit
facility, and make us more competitive in the current business
environment. Most importantly, we believe this exchange will
position us for long-term growth and sustainable success. We are
grateful for the continued support and confidence of all our
stakeholders, especially that of our former note holders who
participated in the exchange, our customers and vendors, and our
loyal and highly-skilled employees, all of whom have gone to great
lengths to find solutions to solidify SAE's future."
The Exchange Offer and Consent Solicitation expired at 5:00 p.m.,
New York City time, on Jan. 24, 2018. In exchange for $78,037,389
in aggregate principal amount of the Existing Notes, representing
approximately 91.8% of the outstanding aggregate principal amount
of the Existing Notes, and for $7,000 in aggregate principal amount
of the Stub Notes, representing less than 1% of the outstanding
aggregate principal amount of the Stub Notes validly tendered (and
not validly withdrawn) in the Exchange Offer, SAE issued (i)
812,321 shares of SAE's common stock, (ii) 31,669 shares of SAE's
8.0% Cumulative Perpetual Series A preferred stock, (iii) 855,195
shares of SAE's Mandatorily Convertible Series B preferred stock
and (iv) 8,286,061 Series C Warrants to purchase 8,286,061 shares
of SAE's common stock.
In connection with the Consent Solicitation, SAE, the guarantors
under the Existing Indenture and the trustee for the Existing
Indenture entered into a supplemental indenture to the Existing
Indenture giving effect to the Existing Notes Proposed Amendments
(as defined in the Memorandum) and the Existing Notes Collateral
Release.
The complete terms and conditions of the Exchange Offer and Consent
Solicitation are set forth in the Memorandum. The Exchange Offer
and Consent Solicitation are part of a comprehensive restructuring
by SAE, additional elements of which are described in SAE's Current
Report on Form 8-K filed with the Securities and Exchange
Commission on Dec. 20, 2017.
Epiq Systems, Inc. acted as Solicitation Agent, Information Agent
and Exchange Agent.
About SAExploration Holdings, Inc.
Based in Houston, Texas, SAExploration Holdings, Inc. --
http://www.saexploration.com/-- is an internationally-focused
oilfield services company offering a full range of
vertically-integrated seismic data acquisition and logistical
support services in remote and complex environments throughout
Alaska, Canada, South America, Southeast Asia and West Africa. In
addition to the acquisition of 2D, 3D, time-lapse 4D and
multi-component seismic data on land, in transition zones and
offshore in depths reaching 3,000 meters, SAE offers a full suite
of logistical support and in-field data processing services, such
as program design, planning and permitting, camp services and
infrastructure, surveying, drilling, environmental assessment and
reclamation and community relations. SAE operates crews around the
world, performing major projects for its blue-chip customer base,
which includes major integrated oil companies, national oil
companies and large independent oil and gas exploration companies.
Operations are supported through a multi-national presence in
Houston, Alaska, Canada, Peru, Colombia, Bolivia, Brazil and New
Zealand.
SAExploration reported a net loss attributable to the Company of
$25.03 million for the year ended Dec. 31, 2016, a net loss
attributable to the Company of $9.87 million for the year ended
Dec. 31, 2015, and a net loss attributable to the Company of $41.75
million for the year Dec. 31, 2014. The Company's balance sheet at
Sept. 30, 2017, showed $158.62 million in total assets, $143.33
million in total liabilities and $15.28 million in total
stockholders' equity.
* * *
In June 2016, S&P Global Ratings lowered its corporate credit
rating on SAExploration Holdings to 'CC' from 'CCC-'. At the same
time, S&P lowered the issue-level rating on the company's senior
secured notes to 'CC' from 'CCC-'. The outlook remains negative.
The downgrade follows SAExploration's announcement that it plans to
launch an exchange offer to existing holders of its 10% senior
secured notes for shares of common equity and a new issue of
second-lien notes. Following the rating action, S&P withdrew the
corporate credit and issue-level ratings at the company's request.
In September 2016, Moody's Investors Service withdrew
SAExploration's 'Caa2' Corporate Family Rating and other ratings.
Moody's withdrew the rating for its own business reasons, as
reported by the TCR on Sept. 13, 2016.
SAEXPLORATION HOLDINGS: Whitebox Reports 9.9% Stake as of Feb. 2
----------------------------------------------------------------
Whitebox Advisors LLC reported to the Securities and Exchange
Commission that as of Feb. 2, 2018, it may be deemed to be the
beneficial owner of 3,337,426 shares of common stock of
SAExploration Holdings, Inc., constituting 9.99% of the shares
outstanding, based on 32,679,286 shares of Common Stock issued and
outstanding as of the Expiration Time as reported in the 2017 RSA,
which is comprised of 2,609,039 shares of Common Stock and
additional shares of Common Stock issuable upon the exercise of
27,853,256 Series A Preferred Shares and 2,446,026 Series C
Warrants, and deemed outstanding for purposes of calculating the
Reporting Person's beneficial ownership.
Whitebox Advisors has the sole power to vote or direct the vote of
0 Shares; has the shared power to vote or direct the vote of
3,337,426 Shares; has the sole power to dispose or direct the
disposition of 0 Shares; and has the shared power to dispose or
direct the disposition of 3,337,426 Shares.
As of Feb. 2, 2018, Whitebox General Partner LLC may be deemed to
be the beneficial owner of 3,337,426 Shares, constituting 9.99% of
the Shares of the Issuer, based on 32,679,286 shares of Common
Stock issued and outstanding as of the Expiration Time as reported
in the 2017 RSA, which is comprised of 2,609,039 shares of Common
Stock and additional shares of Common Stock issuable upon the
exercise of 27,853,256 Series A Preferred Shares and 2,446,026
Series C Warrants, and deemed outstanding for purposes of
calculating the Reporting Person's beneficial ownership.
WB GP has the sole power to vote or direct the vote of 0 Shares;
has the shared power to vote or direct the vote of 3,337,426
Shares; has the sole power to dispose or direct the disposition of
0 Shares; and has the shared power to dispose or direct the
disposition of 3,337,426 Shares.
As of Feb. 2, 2018, Whitebox Multi-Strategy Partners, LP may be
deemed to be the beneficial owner of 2,310,782 Shares, constituting
6.92% of the Shares of the Issuer, based on 32,679,286 shares of
Common Stock issued and outstanding as of the Expiration Time as
reported in the 2017 RSA, which is comprised of 1,582,395 shares of
Common Stock and additional shares of Common Stock issuable upon
the exercise of 16,609,229 Series A Preferred Shares and 1,458,434
Series C Warrants.
WMP has the sole power to vote or direct the vote of 0 Shares; has
the shared power to vote or direct the vote of 2,310,782 Shares;
has the sole power to dispose or direct the disposition of 0
Shares; and has the shared power to dispose or direct the
disposition of 2,310,782 Shares.
As of Feb. 2, 2018, Whitebox Credit Partners, LP may be deemed to
be the beneficial owner of 1,238,878 Shares, constituting 3.71% of
the Shares of the Issuer, based on 32,679,286 shares of Common
Stock issued and outstanding as of the Expiration Time as reported
in the 2017 RSA, which is comprised of 510,491 shares of Common
Stock and additional shares of Common Stock issuable upon the
exercise of 5,590,934 Series A Preferred Shares and 491,070 Series
C Warrants.
WCP has the sole power to vote or direct the vote of 0 Shares; has
the shared power to vote or direct the vote of 1,238,878 Shares;
has the sole power to dispose or direct the disposition of 0
Shares; and has the shared power to dispose or direct the
disposition of 1,238,878 Shares.
Expiration of 2018 Exchange Offer
The Issuer announced that at 5:00 p.m., New York City time, on Jan.
24, 2018 (the "Expiration Time"), of its previously announced (A)
offer to eligible holders of record of Exchange Offer Notes to
exchange any and all Exchange Offer Notes, plus accrued and unpaid
interest from and including Jan. 15, 2018 thereon, for up to (1)
1,883,964 newly issued shares of the Issuer's Common Stock, (2)
35,000 newly issued shares of the Issuer's Series A perpetual
convertible preferred stock, (3) 945,000 newly issued shares of the
Issuer's Series B convertible preferred stock (which is mandatorily
convertible into 20,542,196 shares of Common Stock, subject to
certain conditions, and (4) 8,169,822 warrants to purchase
8,169,822 shares of Common Stock, upon the terms and subject to the
conditions set forth in the Issuer's Exchange Offer Memorandum and
Consent Solicitation Statement dated Dec. 22, 2017 and (B) consent
solicitation related to the adoption of proposed amendments to each
of the indenture governing the New Notes and the indenture
governing the Existing Notes, in each case, together with the
related security and collateral agreements relating to the Exchange
Offer Notes, each as described in the 2017 Memorandum. The
Proposed Amendments will not be operative until the 2018 Exchange
Offer is consummated according to its terms. Any outstanding
Exchange Offer Notes are subject to the terms of the agreements
implementing the applicable Proposed Amendments. The complete terms
and conditions of the 2018 Exchange Offer and Consent Solicitation
are set forth in the 2017 Memorandum.
As of the Expiration Time, according to communication between the
Issuer and Epiq Corporate Restructuring, the exchange agent for the
2018 Exchange Offer and the Consent Solicitation, the aggregate
principal amount of the New Notes tendered at or prior to the
Expiration Time was $78,037,389, or approximately 91.8% of the
$84,989,643 of outstanding New Notes; and, the aggregate principal
amount of Existing Notes tendered at or prior to the Expiration
Time was $7,000, or less than 1.0% of the $1,872,000 of outstanding
Existing Notes. The holders of New Notes party to the 2017 RSA
have agreed to waive the minimum tender condition, and the Issuer
intends to accept all tendered Exchange Offer Notes for exchange
and has paid the Exchange Consideration (defined below) with
respect to such Exchange Offer Notes. In exchange for each $1,000
principal amount of New Notes plus accrued and unpaid interest from
and including Jan. 15, 2018 thereon or $1,000 principal amount of
Existing Notes plus accrued and unpaid interest from and including
Jan. 15, 2018 thereon that are tendered by Existing Noteholders and
New Noteholders at or before the Expiration Time and accepted for
exchange by the Issuer, Holders, including WMP, WCP and certain
other WA Private Funds will receive the Exchange Consideration,
which consists of (i) 21.8457 New Common Shares, (ii) 0.4058 Series
A Preferred Shares, (iii) 10.9578 Series B Preferred Shares, and
(iv) 94.7339 Series C Warrants.
A full-text copy of the regulatory filing is available at:
https://is.gd/Fk6h88
About SAExploration Holdings
Based in Houston, Texas, SAExploration Holdings, Inc. --
http://www.saexploration.com/-- is an internationally-focused
oilfield services company offering a full range of
vertically-integrated seismic data acquisition and logistical
support services in remote and complex environments throughout
Alaska, Canada, South America, Southeast Asia and West Africa.
SAExploration reported a net loss attributable to the Company of
$25.03 million for the year ended Dec. 31, 2016, a net loss
attributable to the Company of $9.87 million for the year ended
Dec. 31, 2015, and a net loss attributable to the Company of $41.75
million for the year Dec. 31, 2014. The Company's balance sheet at
Sept. 30, 2017, showed $158.62 million in total assets, $143.33
million in total liabilities and $15.28 million in total
stockholders' equity.
* * *
In June 2016, S&P Global Ratings lowered its corporate credit
rating on SAExploration Holdings to 'CC' from 'CCC-'. At the same
time, S&P lowered the issue-level rating on the company's senior
secured notes to 'CC' from 'CCC-'. The outlook remains negative.
The downgrade follows SAExploration's announcement that it plans to
launch an exchange offer to existing holders of its 10% senior
secured notes for shares of common equity and a new issue of
second-lien notes. Following the rating action, S&P withdrew the
corporate credit and issue-level ratings at the company's request.
Moody's Investors Service withdrew SAExploration's 'Caa2' Corporate
Family Rating and other ratings. Moody's withdrew the rating for
its own business reasons, as reported by the TCR on Sept. 13, 2016.
SANDBAR PROPERTIES: Case Summary & Unsecured Creditor
-----------------------------------------------------
Debtor: Sandbar Properties, Inc.
P.O. Box 3226
South Padre Island, TX 78597
Type of Business: Sandbar Properties, Inc. listed its business as
a Single Asset Real Estate (as defined in 11
U.S.C. Section 101(51B)). The Company is the
fee simple owner of a 77.413 acres of land
located at Texas State Park Road, South Padre
Island, Cameron County, Texas 78597. The
Property has an appraised value of $12.60
million. The Company is affiliated with
American Land Development Corporation, which
sought bankruptcy protection on Feb. 5, 2018
(Bankr. S.D. Tex. 18-10036).
Chapter 11 Petition Date: February 5, 2018
Court: United States Bankruptcy Court
Southern District of Texas (Brownsville)
Case No.: 18-10035
Debtor's Counsel: Christopher Lee Phillippe, Esq.
LAW OFFICE OF CHRISTOPHER PHILLIPPE
248 Billy Mitchell Blvd.
Brownsville, TX 78521
Tel: 956-544-6096
Fax: 956-982-1921
E-mail: clphillippe@cameroncountylawyer.com
Total Assets: $12.64 million
Total Liabilities: $3.86 million
The petition was signed by Paul M. Earnhart, president.
The Debtor lists Brian Janus P.A. as its sole unsecured creditor,
holding a claim of $42,000.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/txsb18-10035.pdf
SANSAL WELLNESS: Appoints Two New Officers
------------------------------------------
SanSal Wellness Holdings, Inc., has appointed two additional
executive officers, Rianna Meyer to serve as vice president of
operations and Derek Thomas as vice president of business
development.
Rianna Meyer, 48, joined the Company in August of 2015, and became
vice president of operations on Nov. 20, 2017. As an original team
member of the Company, she has overseen the successful
establishment and growth of SanSal's operations and employee team.
Ms. Meyer's daily operations responsibilities include overseeing
the cultivation team, laboratory technicians, and overall
production of SanSal's products. Prior to joining the Company, she
was the principal of her own consulting firm from 2014 to 2015,
focused on assisting cannabis licensees in Colorado with compliance
and other industry related matters. Prior to joining the legal
cannabis industry, Ms Meyer supported the National Science
Foundation as a Fire Captain for the Antarctica Program. Ms. Meyer
also served in the United States Air Force.
Derek Thomas 32, joined the Company on Dec. 6, 2017 as its vice
president of business development. Mr. Thomas is a business
development, branding, and communications strategist who is focused
on helping companies grow their brands and tell their compelling
stories. From 2014 until joining the Company, he worked as an
independent consultant with various startups to evolve the dialogue
taking place between consumers and brands, particularly in the
cannabis industry, including the Hemp Blue and Technical420 brands.
Mr. Thomas previously spent several years working in hospitality
for multimillion dollar brands. From 2012 to 2014, Mr. Thomas was
the Director of International Business Development of Life In
Color, a wholly owned subsidiary of LiveStyle Inc., the largest
global producer of live events and digital entertainment content
focused on electronic music culture (EMC) and other world-class
festivals. From 2010 to 2012, Mr. Thomas managed operations,
private rentals and special events as a General Manager with sbe
Group, operator of the luxury SLS Hotels in Miami, Beverly Hills,
South Beach, and Las Vegas.
About SanSal Wellness Holdings
Fort Lauderdale, Florida-based SanSal Wellness Holdings, Inc. (OTC
Pink: SSWH) (formerly Armeau Brands Inc.) is focused on producing
whole-plant, broad spectrum phytocannabinoid-rich hemp oils and
extracts. SanSal Wellness currently operates a 140-acre farm and
production facilities in Pueblo, Colorado, and is registered with
the Colorado Department of Agriculture to grow industrial hemp.
Armeau Brands reported a net loss and comprehensive loss of $43,714
for the year ended Jan. 31, 2017, compared to a net loss and
comprehensive loss of $6,464 for the year ended Jan. 31, 2016.
As of Sept. 30, 2017, SanSal Wellness had $6.14 million in total
assets, $2.06 million in total liabilities and $4.08 million in
total stockholders' equity.
The Company has sustained substantial losses from operations since
its inception. As of Sept. 30, 2017, the Company had an
accumulated deficit of $2,572,904 and a working capital deficit of
$125,990. The Company said these factors, among others, raise
substantial doubt about the ability of the Company to continue as a
going concern. The Company's continuation as a going concern is
dependent on its ability to raise additional capital and financing,
though there is no assurance it will be successful in its efforts.
SANSAL WELLNESS: To Join The MoneyShow Orlando Conference
---------------------------------------------------------
SanSal Wellness Holdings, Inc. announced it will exhibit and
participate in an expert panel discussion at The MoneyShow Orlando
held in Orlando, Florida, from Feb. 8-11, 2018.
"We are excited to showcase our products and speak directly with
our many shareholders and other potential investors that attend The
MoneyShow in Orlando every year," stated Alexander M. Salgado, CEO
and co-founder of SanSal Wellness. "The MoneyShow is also a great
platform for networking and new business development opportunities
with so many corporate decision makers in attendance. I am looking
forward to a very busy and productive conference, and meeting with
everyone that visits our exhibit booth."
SanSal Wellness will be at booth #703 in the exhibit hall
throughout the conference, and Derek Thomas, vice president,
business development of SanSal Wellness, will give a presentation
on the Company's strategy, opportunities, and outlook, on Thursday,
Feb. 8, 2018, from 1:35 pm to 1:55 pm. Mr. Thomas will also serve
as a featured expert and guest panelist addressing "Which Companies
Are Leading the United States Marijuana Revolution" on Thursday,
February 8th at 2:00 pm.
Scheduled meetings with the SanSal Wellness management team at The
MoneyShow Orlando can be arranged by contacting Derek Thomas at
dthomas@sansalenterprises.com, or visiting the SanSal Wellness
exhibit booth #703.
For further information about The MoneyShow Orlando, visit:
https://conferences.moneyshow.com/moneyshow-orlando/
About SanSal Wellness Holdings
Fort Lauderdale, Florida-based SanSal Wellness Holdings, Inc. (OTC
Pink: SSWH) (formerly Armeau Brands Inc.) is focused on producing
whole-plant, broad spectrum phytocannabinoid-rich hemp oils and
extracts. SanSal Wellness currently operates a 140-acre farm and
production facilities in Pueblo, Colorado, and is registered with
the Colorado Department of Agriculture to grow industrial hemp.
Armeau Brands reported a net loss and comprehensive loss of $43,714
for the year ended Jan. 31, 2017, compared to a net loss and
comprehensive loss of $6,464 for the year ended Jan. 31, 2016.
As of Sept. 30, 2017, SanSal Wellness had $6.14 million in total
assets, $2.06 million in total liabilities and $4.08 million in
total stockholders' equity.
The Company has sustained substantial losses from operations since
its inception. As of Sept. 30, 2017, the Company had an
accumulated deficit of $2,572,904 and a working capital deficit of
$125,990. The Company said these factors, among others, raise
substantial doubt about the ability of the Company to continue as a
going concern. The Company's continuation as a going concern is
dependent on its ability to raise additional capital and financing,
though there is no assurance it will be successful in its efforts.
SEARS HOLDINGS: Lampert's ESL Has 57% Equity Stake as of Feb. 1
---------------------------------------------------------------
In a Schedule 13D/A filed with the Securities and Exchange
Commission, these entities reported beneficial ownership of shares
of common stock of Sears Holdings Corporation as of Feb. 1, 2018:
Percentage
Shares of
Beneficially Outstanding
Reporting Person Owned Shares
---------------- ------------ -----------
ESL Partners, L.P. 63,728,429 56.7%
SPE I Partners, LP 150,124 0.1%
SPE Master I, LP 193,341 0.2%
RBS Partners, L.P. 64,071,894 57.0%
ESL Investments, Inc. 64,071,894 57.0%
Edward S. Lampert 64,071,894 54.0%
The percentages are based upon 107,613,718 shares of Holdings
Common Stock outstanding as of Nov. 24, 2017, as disclosed in
Holdings' Quarterly Report on Form 10-Q for the fiscal quarter
ended Oct. 28, 2017, that was filed by Holdings with the SEC on
Nov. 30, 2017, and 4,808,465 shares of Holdings Common Stock that
Partners has the right to acquire within 60 days pursuant to the
Warrants held by Partners.
In a grant of shares of Holdings Common Stock by Holdings on
Jan. 31, 2018, pursuant to the Extension Letter between Holdings
and Mr. Lampert, Mr. Lampert acquired an additional 50,539 shares
of Holdings Common Stock. Mr. Lampert received the shares of
Holdings Common Stock as consideration for serving as chief
executive officer, and no cash consideration was paid by Mr.
Lampert in connection with the receipt of those shares of Holdings
Common Stock.
A full-text copy of the regulatory filing is available at:
https://is.gd/7CiVMF
About Sears Holdings
Based in Hoffman Estates, Illinois, Sears Holdings Corporation
(NASDAQ: SHLD) -- http://www.searsholdings.com/-- is an integrated
retailer focused on seamlessly connecting the digital and physical
shopping experiences to serve its members. Sears Holdings is home
to Shop Your Way, a social shopping platform offering members
rewards for shopping at Sears and Kmart, as well as with other
retail partners across categories important to them. The Company
operates through its subsidiaries, including Sears, Roebuck and Co.
and Kmart Corporation, with full-line and specialty retail stores
across the United States.
Sears Holdings reported a net loss of $2.22 billion in 2016, a net
loss of $1.12 billion in 2015 and a net loss of $1.81 billion in
2014. As of Oct. 28, 2017, Sears Holdings had $8.19 billion in
total assets, $12.20 billion in total liabilities and a total
deficit of $4 billion.
* * *
As reported by the TCR on Jan. 25, 2018, 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 TCR also reported on Jan. 26, 2018, that S&P Global Ratings
lowered its corporate credit rating on Sears Holdings Corp. to 'CC'
from 'CCC-'. The downgrade follows Sears' announced offer to
exchange some of its notes (8% senior unsecured notes due 2019 and
the 6.625% senior secured notes due 2018) and amend the terms of
its credit agreement for its second-lien term loan. S&P said, "We
would treat the proposed transactions, if completed, as tantamount
to a default. We base this on our view that the PIK option and
maturity extension differs from the original promise on the debt
issues and represents a distressed exchange under our criteria."
In January 2018, Moody's Investors Service downgraded Sears
Holdings Corp.'s Corporate Family Rating to Ca from Caa3. Sears'
Ca rating reflects the company's announced pursuit of debt
exchanges to extend maturities and its sizable operating losses -
Domestic Adjusted EBITDA (as defined by Sears) was an estimated
loss of approximately $625 million for the LTM period ending
Oct. 28, 2017.
SEARS HOLDINGS: Obtains $210 Million in Financing from JPP Lenders
------------------------------------------------------------------
Sears Holdings Corporation, through Sears Roebuck Acceptance Corp.
and Kmart Corporation, entities wholly-owned and controlled,
directly or indirectly by the Company, entered into a term loan
credit agreement on Jan. 4, 2018, providing for a secured term loan
facility from JPP, LLC and JPP II, LLC, as lenders, with JPP, LLC,
serving as administrative and collateral agent. Mr. Edward S.
Lampert, the Company's chief executive officer and Chairman, is the
sole stockholder, chief executive officer and director of ESL
Investments, Inc., which controls JPP, LLC and JPP II, LLC.
One hundred million was borrowed from the Initial Lenders under the
Term Loan Facility on Jan. 4, 2018 and an additional $30 million
was borrowed from the Initial Lenders under the Term Loan Facility
on Jan. 19, 2018.
On Jan. 29, 2018, the Company, the Borrowers, the Initial Lenders,
certain other lenders and the Agent entered into an Amendment to
the Term Loan Credit Agreement, pursuant to which an additional $20
million was borrowed from the Initial Lenders and a further $60
million was borrowed from certain unaffiliated lenders, bringing
the total amount borrowed under the Term Loan Facility to date to
$210 million. The Amendment, among other changes, separates the
loans under the Term Loan Facility into two tranches.
The Term Loan Facility is guaranteed by the Company and certain of
its subsidiaries that guarantee the Company's other material debt
or own material intellectual property. The Term Loan Facility is
secured by substantially all of the unencumbered intellectual
property of the Company and its subsidiaries, other than
intellectual property relating to the Kenmore and DieHard brands,
as well as by certain real property interests, in each case subject
to certain exclusions.
The Term Loan Facility contains an uncommitted incremental loan
feature that, subject to the satisfaction of certain conditions,
including the consent of the Agent, would permit up to an
additional $90 million to be borrowed and secured by the same
collateral as the existing loan under the Term Loan Facility.
The loans under the Term Loan Facility bear interest at a weighted
average annual interest rate of LIBOR plus 12.5%, which during the
first year must be paid in kind by capitalizing interest. The
loans under the Term Loan Facility mature on July 20, 2020. The
Company expects to use the proceeds of the Term Loan Facility for
general corporate purposes, including the repayment of loans under
its ABL credit facility.
No upfront or arrangement fees were paid in connection with the
Term Loan Facility. The loans under the Term Loan Facility are
prepayable without premium or penalty.
The Term Loan Facility includes certain representations and
warranties, indemnities and covenants, including with respect to
the condition and maintenance of the intellectual property and real
property collateral. The Term Loan Facility has certain events of
default, including (subject to certain materiality thresholds and
grace periods) payment default, failure to comply with covenants,
material inaccuracy of representation or warranty, and bankruptcy
or insolvency proceedings. If there is an event of default, the
Lenders may declare all or any portion of the outstanding
indebtedness to be immediately due and payable, exercise any rights
they might have (including against the collateral), and require the
Borrowers to pay a default interest rate.
About Sears Holdings
Based in Hoffman Estates, Illinois, Sears Holdings Corporation
(NASDAQ: SHLD) -- http://www.searsholdings.com/-- is an integrated
retailer focused on seamlessly connecting the digital and physical
shopping experiences to serve its members. Sears Holdings is home
to Shop Your Way, a social shopping platform offering members
rewards for shopping at Sears and Kmart, as well as with other
retail partners across categories important to them. The Company
operates through its subsidiaries, including Sears, Roebuck and Co.
and Kmart Corporation, with full-line and specialty retail stores
across the United States.
Sears Holdings reported a net loss of $2.22 billion in 2016, a net
loss of $1.12 billion in 2015 and a net loss of $1.81 billion in
2014. As of Oct. 28, 2017, Sears Holdings had $8.19 billion in
total assets, $12.20 billion in total liabilities and a total
deficit of $4 billion.
* * *
As reported by the TCR on Jan. 25, 2018, 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 TCR also reported on Jan. 26, 2018, that S&P Global Ratings
lowered its corporate credit rating on Sears Holdings Corp. to 'CC'
from 'CCC-'. The downgrade follows Sears' announced offer to
exchange some of its notes (8% senior unsecured notes due 2019 and
the 6.625% senior secured notes due 2018) and amend the terms of
its credit agreement for its second-lien term loan. S&P said, "We
would treat the proposed transactions, if completed, as tantamount
to a default. We base this on our view that the PIK option and
maturity extension differs from the original promise on the debt
issues and represents a distressed exchange under our criteria."
In January 2018, Moody's Investors Service downgraded Sears
Holdings Corp.'s Corporate Family Rating to 'Ca' from 'Caa3'.
Sears' 'Ca' rating reflects the company's announced pursuit of debt
exchanges to extend maturities and its sizable operating losses -
Domestic Adjusted EBITDA (as defined by Sears) was an estimated
loss of approximately $625 million for the LTM period ending Oct.
28, 2017.
SOUTHCROSS ENERGY: Will Hold a Special Meeting on March 27
----------------------------------------------------------
Southcross Energy Partners, L.P., has established a record date of
Feb. 12, 2018 and a meeting date of March 27, 2018 for a special
meeting of its unitholders. At the special meeting, which will be
held at 10 a.m. central standard time at the Houston offices of
Locke Lord LLP, JPMorgan Chase Tower, 600 Travis Street, Suite
2800, Houston, TX 77002, SXE unitholders will vote on the
previously announced proposed merger of SXE and American Midstream
Partners, LP, and related matters pursuant to the Agreement and
Plan of Merger dated as of Oct. 31, 2017, by and among SXE, AMID,
its general partner, and a certain wholly owned subsidiary of
AMID.
SXE unitholders of record at the close of business on Feb. 12,
2018, will be entitled to receive notice of the special meeting and
to vote at the special meeting. Subject to satisfaction of the
remaining closing conditions, including receipt of SXE unitholder
approval, the parties currently expect to complete the Merger in
the second quarter of 2018.
About Southcross Energy Partners
Dallas, Texas-based 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 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, $596.8 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.
SPEED VEGAS: U.S. Trustee Forms 3-Member Committee
--------------------------------------------------
Andrew Vara, acting U.S. trustee for Region 3, on Feb. 2 appointed
three creditors to serve on the official committee of unsecured
creditors in the Chapter 11 case of Speed Vegas, LLC.
The committee members are:
(1) R&R Partners Inc.
Attn: Jim King
900 South Pavilion Center Drive
Las Vegas, NV 89144
Phone: 702-228-0222
(2) Consensus Media LLC
dba Consensus Agency
Attn: Justin Defreece
299 Park Avenue, 2nd Floor
New York, NY 10171
Phone: 646-843-9883
(3) Richard Herbert
709 SE 10th St.
Delray Beach, FL 33483
Phone: 973-444-1778
Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense. They may investigate the debtor's business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.
About Speed Vegas
Speed Vegas, LLC -- https://speedvegas.com/ -- owns a car racing
track in the Las Vegas Valley, Nevada. Speed Vegas allows guests
to drive sports cars around a custom race track: a 1.5 mile track,
with a half mile straight. Racers can choose from a multi-million
dollar collection of exotic supercars: Ferrari, Lamborghini,
Porsche, Mercedes and more.
Phil Fiore, Velocita, LLC, EME Driving, LLC, Thomas Garcia,
Sloan-Speed, LLC, and T-VV, LLC, filed an involuntary Chapter 11
petition (Bankr. D. Del. Case No. 17-11752) against Speed Vegas on
Aug. 12, 2017. The petitioning creditors are represented by Steven
K. Kortanek, Esq., at Drinker, Biddle, & Reath LLP.
The Hon. Kevin J. Carey presides over the case. On December 15,
2017, the Delaware Court converted the involuntary bankruptcy
petition to a voluntary action.
Bielli & Klauder, LLC is the Debtor's bankruptcy counsel.
STONE CONNECTION: Taps Lamberth Cifelli as Legal Counsel
--------------------------------------------------------
Stone Connection, Inc., seeks approval from the U.S. Bankruptcy
Court for the Northern District of Georgia to hire Lamberth,
Cifelli, Ellis & Nason, P.A., as its legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; review claims of creditors; give advice concerning
the use or disposition of its assets; assist in the preparation of
a plan of reorganization; and provide other legal services related
to its Chapter 11 case.
The firm's hourly rates range from $200 to $495 for attorneys and
$110 to $215 for paralegals.
Lamberth received a retainer of $25,000 and filing fee of $1,717
from the Debtor's parent company, Finstone AG.
G. Frank Nason, IV, Esq., a member of Lamberth, disclosed in a
court filing that his firm does not hold any interest adverse to
the Debtor's estate, creditors or equity security holders.
The firm can be reached through:
G. Frank Nason, IV, Esq.
Lamberth, Cifelli, Ellis & Nason, P.A.
1117 Perimeter Center West, Suite W212
Atlanta, GA 30338
Main: (404) 262-7373
Direct: (404) 495-4468
E-mail: FNason@LCENLaw.com
About Stone Connection
Founded in 1999, Stone Connection Inc. is a direct importer of
marble and granite for homeowners and contractors in the Atlanta
metro area, including the communities of Roswell, Alpharetta, Sandy
Springs, and more.
Stone Connection sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ga. Case No. 18-51440) on Jan. 30,
2018. In the petition signed by CEO Eugene Steyn, the Debtor
estimated assets and liabilities of $1 million to $10 million.
Judge Barbara Ellis-Monro presides over the case. Lamberth,
Cifelli, Ellis & Nason, P.A., is the Debtor's legal counsel.
TOP TIER SITE: Committee Taps Jeffrey D. Sternklar as Counsel
-------------------------------------------------------------
The official committee of unsecured creditors of Top Tier Site
Development, Corp. seeks approval from the U.S. Bankruptcy Court
for the District of Massachusetts to hire Jeffrey D. Sternklar,
LLC, as its legal counsel.
The firm will advise the committee regarding its duties under the
Bankruptcy Code; assist in its negotiations with the Debtor;
analyze claims of creditors; investigate the Debtor's business
operation and financial condition; prepare a bankruptcy plan; and
provide other legal services related to the Debtor's Chapter 11
case.
Jeffrey Sternklar, Esq., the attorney who will be representing the
committee, charges an hourly fee of $450. Paralegals charge $200
per hour.
Mr. Sternklar disclosed in a court filing that he and his firm are
"disinterested" as defined in section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
Jeffrey D. Sternklar, Esq.
Jeffrey D. Sternklar, LLC
225 Franklin Street, 26th Floor
Boston, MA 02110
Phone: 617-733-5171
About Top Tier Site Development Corp.
Top Tier Site Development, Corp. -- http://www.tt-sd.com/-- is a
full-service contracting company in Lakeville, Massachusetts, with
a focus on wireless communication, commercial and residential
construction.
Top Tier Site Development sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Mass. Case No. 17-14107) on Nov. 2,
2017. In the petition signed by Robert Santoro, its president, the
Debtor disclosed $1.96 million in assets and $5.41 million in
liabilities.
Judge Joan N. Feeney presides over the case.
James P. Ehrhard, Esq., of Ehrhard & Associates, P.C., is the
Debtor's legal counsel. The Debtor hired Baker, Braverman &
Barbadoro, P.C., as its special counsel and T.G. Mayer & Co., PC as
its accountant.
On Jan. 12, 2018, the U.S. Trustee for the District of
Massachusetts appointed an official committee of unsecured
creditors.
TOWERSTREAM CORP: Inks Forbearance Agreement with Melody
--------------------------------------------------------
Towerstream Corporation entered into a forbearance to loan
agreement with Melody Business Finance LLC, as administrative agent
to the lenders under the loan agreement entered into on Oct. 16,
2014 by and among the Company, certain of its subsidiaries, Melody
and the lenders party thereto. Pursuant to the Agreement, Melody,
through March 30, 2018, waived the Company's requirement to
maintain at least $6,500,000 minimum in deposit accounts or
securities accounts and agreed to forbear from exercising any of
its rights with respect to an event of default related to the
$6,500,000 Minimum. The Forbearance Period will terminate upon the
Company's failure to maintain at least $4,000,000 minimum in
deposit accounts or securities accounts or upon the occurrence of
certain events of default.
About Towerstream
Towerstream Corporation (OTCQB:TWERD) --
http://www.towerstream.com/-- is a fixed-wireless fiber
alternative company delivering Internet access to businesses. The
company offers broadband services in 12 urban markets including New
York City, Boston, Los Angeles, Chicago, Philadelphia, the San
Francisco Bay area, Miami, Seattle, Dallas-Fort Worth, Houston, Las
Vegas-Reno, and the
greater Providence area.
Towerstream reported a net loss attributable to common stockholders
of $22.15 million on $26.89 million of revenues for the year ended
Dec. 31, 2016, compared to a net loss attributable to common
stockholders of $40.48 million on $27.90 million of revenues for
the year ended Dec. 31, 2015.
As of Sept. 30, 2017, Towerstream had $26.65 million in total
assets, $39.04 million in total liabilities and a total
stockholders' deficit of $12.39 million.
Marcum LLP, in New York, issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2016, citing that the Company has incurred significant losses and
needs to raise additional funds to meet its obligations and sustain
its operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
UBL INTERACTIVE: Ceased Operations in 2015, Files Form 10-K
-----------------------------------------------------------
UBL Interactive, Inc., filed with the Securities and Exchange
Commission its annual report on Form 10-K reporting net income of
$- on $- of revenues for the year ended Sept. 30, 2017, compared to
net income of $- on $- of revenues during the prior year.
The Company provided public identity services to businesses by
managing their online profile information and distributing this
information uniformly to search engines, directory publishers,
social networks and mobile services until operations had ceased in
July 2015.
As of Sept. 30, 2017, UBL Interactive had $- in total assets,
$7,635 in total liabilities and a total stockholders' deficiency of
$7,635. The Company had an accumulated deficit at Sept. 30, 2017,
2016 and 2015.
Thayer O'Neal Company, LLC, the Company's auditor, in its report
dated Jan. 22, 2018, has expressed substantial doubt about the
Company's ability to continue as a going concern.
"Our plan regarding these matters is to raise additional debt
and/or equity financing to allow us the ability to cover our
current cash flow requirements and meet our obligations as they
become due. There can be no assurances that financing will be
available or if available, that such financing will be available
under favorable terms. In the event that we are unable to generate
adequate revenues to cover expenses and cannot obtain additional
financing in the near future, we may seek protection under
bankruptcy laws. The accompanying financial statements have been
prepared on a going concern basis, which contemplates the
realization of assets and the satisfaction of liabilities in the
normal course of business," stated the Company in the Annual
Report.
The Company discontinued operations during the fiscal year ended
Sept. 30, 2015. All operations prior to that have been presented
in the statement of operations and the cash flow statement as net
income or loss from discontinued operations. In fact, the Company
has no assets or liabilities related to an operating business as of
Sept. 30, 2017, 2016 or 2015. All items of income and expense for
the periods presented, other than interest expense, related to
discontinued operations.
A full-text copy of the Form 10-K is available for free at:
https://is.gd/TxSXlf
About UBL Interactive
Headquartered in Charlotte, NC, UBL Interactive Inc., until it
ceased operations in July 2015, provided a comprehensive set of
online identity management tools and services to businesses seeking
to optimize their presence in location - based search results on
web, mobile and social platforms.
VILLAGE VENTURES: $13.5K Sale of Garland Property to Goslee Okayed
------------------------------------------------------------------
Judge Ben Barry of the U.S. Bankruptcy Court for the Western
District of Arkansas authorized Village Ventures Realty, Inc.'s
sale of the real property located at Lot 23 Bright Morning Star
Development, Garland County, Arkansas to Joe Goslee for $13,500.
The proceeds from the sale will be used to pay the Debtor's closing
costs, including real estate commissions to realtors and real
estate taxes. The excess proceeds, estimated to be $5,451, will be
submitted to Quest IRA.
The Order will be effective immediately upon its entry and the
fourteen day rule set forth in Rule 6004(h) of the Federal Rules of
Bankruptcy Procedure will not apply. The Debtor and the Buyer are
authorized to take any steps necessary to complete the sale upon
entry of the Order and in reliance upon the Order.
About Village Ventures
Village Venture Realty, Inc., doing business as Village Ventures
Realty, Inc., and ERA Equity Group, is a privately held real estate
company based in Hot Springs Village, Arizona. Village Venture
lists and sells properties of other people and buys properties for
subdivisions, building out roads, utilities, and other
infrastructure. The company also entered into the business of
financing home sales in its subdivisions.
The Company previously sought bankruptcy protection on Feb. 8, 2016
(Bankr. W.D. Ark. Case No. 16-72187) and on Sept. 14, 2016 (Bankr.
W.D. Ark. Case No. 16-70284).
Village Venture again filed a Chapter 11 petition (Bankr. W.D. Ark.
Case No. 17-73221) on Dec. 28, 2017. In the petition signed by
Gary Coleman, ites president, the Debtor estimated $1 million to
$10 million in both assets and liabilities. Jennifer M. Lancaster,
Esq., at Lancaster Law Firm, serves as bankruptcy counsel. The
Debtor hired ABC Law Center, as co-counsel.
VITTORIO LARACCA: Palmieri Buying Chadwick Beach Property for $520K
-------------------------------------------------------------------
Vittorio Laracca asks the U.S. Bankruptcy Court for the District of
New Jersey to authorize the sale of real property located at 311
Ormond Drive, Chadwick Beach, New Jersey to James Palmieri for
$520,000, subject to overbid.
A hearing on the Motion is set for Feb. 27, 2018 at 10:00 a.m.
On June 27, 2008, V. & V. Supermarkets, Inc. and Oliva Supermarket,
LLC entered into a loan agreement with Mariner's Bank in the
principal amount of $850,000. The First Mariner's Loan was used to
refinance an existing $500,000 loan from Nara Bank and provide
working capital to V&V and Oliva.
The Debtor and his wife, Josephine Laracca, personally guaranteed
the First Mariner's Loan. In addition to the Personal Guarantees,
the First Mariner's Loan is secured by the following collateral:
(i) a first mortgage lien on the Property; (ii) a first mortgage
lien on the real property located at 129 Troy Road, Parsippany New
Jersey; (iii) a second mortgage lien on the real property located
at 145 Troy Road, Parsippany, New Jersey; (iv) an Absolute
Assignment of Leases and Rents on the each of the referenced
properties; and (v) a security interest in all the business assets
of the V&V and Oliva.
On Dec. 17, 2012, RL Market I, LLC entered into a loan agreement
with Mariner's in the principal amount of $400,000. The Second
Mariner’s Loan was guaranteed by V&V and personally guaranteed by
Josephine Laracca, Roberto Laracca, Oliva, and the Debtor. The
Second Mariner's Loan is secured by the following real estate: (i)
a first mortgage lien on the 129 Troy Property; (ii) a second
mortgage lien on the Chadwick Property; (iii) a third mortgage lien
on the 145 Troy Property; (iv) an Absolute Assignment of Leases and
Rents on the each of the referenced properties; and (v) a security
interest in all the business assets of RL Markets.
The remaining debt owed on the First Mariner's Loan is
approximately $474,068. The remaining debt on the Second Mariner's
Loan is approximately $330,541. Any and all proceeds from the
sale, after the payment of normal closing costs and any outstanding
real estate taxes, will be used to partially satisfy the Mariner's
Loans.
After careful consideration of all of the facts, the Debtor entered
into an Agreement of Sale with the Purchaser to purchase the
Property for a total amount of $520,000. The Property will be sold
to the Purchaser free and clear of all existing liens, claims and
encumbrances. The closing on the sale of the Property will take
place within 14 days of the entry of an order approving the within
sale. The Purchaser of the Property is the Debtor's son-in-law.
The Debtor and the Purchaser, however, are acting in good faith and
negotiated an arms'-length sale.
A copy of the Agreement attached to the Motion is available for
free at:
http://bankrupt.com/misc/Vittorio_Laracca_44_Sales.pdf
In the present matter, there is a sound business justification for
the sale of the Property. The sale will allow him to significantly
satisfy the secured claims by Mariner's. It is likely that the
Debtor will be able to pay the First Mariner's Loan in full and
part of the Second Mariner's Loan.
The Debtor will accept all higher and better offers for each of the
Property on the date of the hearing set by the Court on the within
Motion. All interested bidders must attend the sale hearing and
notify the Debtor's counsel of their intent to bid at the sale
hearing no later than seven days prior to the date set by the Court
for the hearing. All higher and better offers must be in $5,000
increments. The Bidders will be subject to the same terms and
conditions as the Purchaser as set forth in the Agreement of Sale.
The Debtor asks the Court to waive the stay requirements under Rule
6004(h) in connection with the sale of the Property. The Agreement
of Sale provides that closing of title will take place within 14
days from the date of the Court's approval of the sale. The Debtor
has waited for an extended period of time to finalize the within
sale transaction and would like to close as soon as possible.
Waiving the 14-day stay under Bankruptcy Rule 6004(h) is therefore
necessary.
The Purchaser:
James Palmieri
P.O. Box 1006
North Wales, PA 19454
About Vittorio Laracca
Vittorio Laracca filed a voluntary petition under chapter 13 of
title 11 of the Bankruptcy Code on Oct. 31, 2017. On Nov. 14,
2017, the Debtor filed his Schedules and Statement of Financial
Affairs. He also simultaneously filed his Chapter 13 Plan.
On Dec 26, 2017, the Debtor filed his conversion motion. Judge
Gambardella entered an Order converting the Debtor's case to
chapter 11 and transferring the case to the Hon. Vincent F. Papalia
(Bankr. D.N.J. Case No. 17-32180) on Jan. 16, 2018.
WEATHERFORD INTERNATIONAL: Reports Q4 Net Loss of $1.94 Billion
---------------------------------------------------------------
Weatherford International plc reported a net loss of $1.94 billion,
or a loss of $1.95 per share for the fourth quarter of 2017.
Non-GAAP net loss for the fourth quarter of 2017, excluding charges
and credits, was $329 million, or $0.33 diluted loss per share.
This compares to a $221 million non-GAAP net loss for the third
quarter of 2017, or $0.22 diluted loss per share, and a $303
million non-GAAP net loss for the fourth quarter of the prior year,
or $0.32 diluted loss per share. Revenue in the fourth quarter of
2017 was $1.49 billion, which increased 2% from revenue of $1.46
billion for the third quarter of 2017 and was 6% higher than the
$1.41 billion of revenue reported for the fourth quarter of 2016.
The sequential and year-over-year increase was primarily led by the
Eastern Hemisphere, with increased activity from contract
deliveries and sales. Net cash provided by operating activities
was $96 million for the fourth quarter of 2017, as compared to net
cash used of $243 million during the third quarter of 2017.
Operating loss for the fourth quarter of 2017 was $1.74 billion.
Excluding charges and credits, segment operating loss for the
fourth quarter of 2017 was $84 million, compared to a loss of $8
million for the third quarter of 2017. The sequential decline was
almost equally attributed to both hemispheres and included a number
of exceptional items negatively impacting operating income by $49
million, or $0.05 diluted loss per share. A change in accounting
for revenue to a cash basis, as well as lower activity in
Venezuela, negatively impacted operating income by $17 million, or
$0.02 diluted loss per share and lower margins on year-end product
sales out of existing inventory negatively impacted operating
results by $17 million, or $0.02 diluted loss per share.
Segment operating results for the fourth quarter of 2017 improved
$32 million, or 28%, compared to the fourth quarter of 2016. The
year-over-year improvement was primarily driven by growth in
Completions in North America, realization of savings from cost
reduction measures and the impact from the shutdown of Pressure
Pumping operations in the United States in the prior year fourth
quarter as well as the recovery of activity levels in North
America. This improvement was partially offset by lower results in
Venezuela related to the change in accounting for revenue to cash
basis, continued weakness in offshore markets in the Eastern
Hemisphere, which were partially offset by market share gains in
land markets in the Middle East, Russia and Continental Europe.
Mark A. McCollum, president and chief executive officer, commented,
"During the fourth quarter, we took assertive steps to improve our
operational structure and our balance sheet. We completed an
organizational realignment that enhances synergies between our
product and service offerings and brings decision making closer to
the field level. We successfully achieved our initial cost savings
targets and monetized our U.S. pressure pumping and pump-down
perforating assets. Our revenue increased sequentially and we
exceeded free cash flow targets. However, EBITDA was negatively
impacted by the monetization of inventory at low margins, as well
as a number of exceptional non-cash items. We expect significant
sequential improvements in EBITDA for the first quarter of 2018."
Full year 2017 revenue was $5.70 billion, a slight decrease of $50
million, or 1%, from 2016. Full year operating loss for 2017 was
$2.13 billion, compared to a loss of $2.25 billion for 2016.
Excluding charges and credits, full year adjusted segment operating
loss for 2017 was $258 million compared to a loss of $567 million
for 2016. This significant year-over-year improvement in segment
operating performance was led by North America, as a result of
improvements in the underlying business, cost reductions and
efficiency improvements as well as the shutdown of U.S. pressure
pumping during the fourth quarter of 2016.
McCollum continued, "In 2017, we set the stage for the future of
Weatherford. We have made significant progress, taking decisive
and strategic actions throughout 2017. In addition to realigning
and flattening our structure, we initiated an organizational
transformation plan that will create an estimated $1 billion in
profit improvements over the next 18 to 24 months. Since
announcing this plan last quarter, we have taken further steps as
an organization to develop rigorous, detailed plans and validate
our ability to meet this target."
In the quarter, we recorded pre-tax charges of $1.59 billion, the
majority of which are non-cash. These charges primarily include
$1.68 billion in impairments and asset write-downs, a $96 million
gain on the disposition of our U.S. pressure pumping and pump-down
perforating assets, $43 million in severance and restructuring
charges and $28 million in credits related to the fair value
adjustment of the outstanding warrant.
Cash Flow and Financial Covenants
Net cash provided by operating activities was $96 million for the
fourth quarter of 2017, driven by improved accounts receivable
collections and a reduction in inventory levels from year-end
product sales, partially offset by cash payments of $104 million
for debt interest, $38 million for cash severance and restructuring
costs and $30 million for legal settlements. Fourth quarter
capital expenditures of $78 million increased by $13 million or 20%
sequentially, and increased $10 million or 15% from the same
quarter in the prior year. Full year 2017 capital expenditures
were $225 million, primarily representing investments in our Well
Construction and Drilling and Evaluation business units. Excluding
Land Drilling Rigs, the Company expects capital expenditures in
2018 to remain broadly in line with 2017.
On Dec. 29, 2017, the Company completed the sale of its U.S.
hydraulic fracturing and pump-down perforating assets for $430
million in cash. The proceeds from the sale were used to reduce
outstanding debt.
The Company remains in compliance with its financial covenants as
defined in its revolving and secured term loan credit facilities as
of Dec. 31, 2017, and expects to continue to remain in compliance
with all covenants based on current financial projections.
Taxes
The fourth quarter non-GAAP tax provision was $47 million, and
includes a higher tax expense of $10 million associated with
entities that are no longer being benefited due to the
establishment of a valuation allowance in the fourth quarter and an
increase in uncertain tax positions of $10 million. The sum of
these exceptional tax charges during the fourth quarter totaled
$0.02 diluted loss per share. Excluding these exceptional items,
tax expense from recurring operations was due to profits in certain
jurisdictions, deemed profit countries and withholding taxes on
intercompany charges.
Technology and Highlights
* Weatherford was named Wells Supplier of the Year 2017 by
Shell International Exploration & Production Inc. in
recognition of outstanding safety and service quality as well
as the Company's collaborative, solutions-based approach.
* Weatherford reduced nonproductive time 23% year-over-year.
* The AutoTong system, which was introduced by the Company in
September, has been successfully deployed on four jobs
globally, including land and offshore operations. The system
delivered consistent connection makeup and immediately
alerted the customer to any connections that did not meet the
established parameters, assuring greater well integrity.
* Several operators in the U.S. and the Middle East have begun
shifting their wells from electric submersible pumps to jet-
lift and gas-lift systems. Weatherford jet-lift and gas-lift
systems can be installed without a rig, which reduces
deferred production and saves operational costs. This trend
is especially strong in the Permian Basin.
* The ForeSite production optimization platform has gained
significant traction, with installations in progress on 1,800
reciprocating-rod lift units in the U.S. After installations
are completed in mid-February, the production monitoring
phase of the project will commence.
* The Land Drilling Rigs business achieved a 25% decrease in
nonproductive time year-over-year.
Operating Segments
In the fourth quarter of 2017, the Company realigned its
organization into two operating segments, Western Hemisphere and
Eastern Hemisphere. The Company's Western Hemisphere segment
represents the prior North America and Latin America segments as
well as land drilling rig operations in Colombia and Mexico. Its
Eastern Hemisphere segment represents the prior MENA/Asia Pacific
segment and Europe/SSA/Russia segment as well as land drilling rig
operations in the Eastern Hemisphere. Research and development
expenses are now included in the Western and Eastern Hemisphere
segment results.
Western Hemisphere
Fourth quarter revenues of $759 million were down $8 million or 1%
sequentially, and up $23 million, or 3%, year-over-year. The
sequential decrease was primarily from the change in accounting for
revenue with the Company's customers in Venezuela to a cash basis
during the quarter and project delays in Argentina, offset by
higher activity in Mexico and seasonal recovery in Canada.
Year-over-year revenues increased primarily in Canada, the U.S. and
Mexico, offset by a decrease in Venezuela.
Fourth quarter segment operating loss of $35 million was down $38
million sequentially from segment operating income of $3 million in
the third quarter. The sequential decrease was a result of the
change in accounting for revenue with our customers in Venezuela to
a cash basis as well as overall lower activity levels. A delay in
the startup of integrated Completions operations in Argentina,
combined with a high level of exceptional and startup expenses,
also impacted results. In the U.S., the quarter was negatively
affected by an unfavorable mix of products and services as well as
exceptional items.
Year-over-year improvement was primarily driven by growth in
Completions in North America, realization of savings from cost
reduction measures and the impact from the shutdown of Pressure
Pumping operations in the United States in the prior year fourth
quarter as well as the recovery of activity levels in North
America. These results were partially offset by a difficult
geopolitical climate in Venezuela.
Operational highlights in the Western Hemisphere during the quarter
include:
* Weatherford set a new single-run drilling record in the
northeast U.S. using a suite of directional drilling
technologies. The well design included a 45-degree curve and
an extended lateral for a total of 13,571 feet. Weatherford
drilled the curve and lateral in a single run with a high
rate of penetration and without any safety incidents.
* Weatherford commenced work on a two-year contract providing
Tubular Running Services on two rigs in the Gulf of Mexico
and Trinidad and Tobago. The operator, a super-major IOC,
awarded Weatherford the contract based on a record of
exceptional performance as well as a strong, collaborative
relationship.
* Weatherford set two benchmarks for operators in Brazil.
First, Weatherford successfully completed an offshore well
with a record-length, 2,900-meter liner. On a separate job,
Weatherford ran a tieback string at a record rate of 19.1
joints per hour without any health, safety or environmental
incidents. The previous record was 15.7 joints per hour.
Eastern Hemisphere
Fourth quarter revenues of $731 million were up $38 million or 5%
sequentially, and up $61 million, or 9% year-over-year. The
sequential increase was primarily led by higher activity and higher
year-end product sales in Kuwait, Saudi Arabia and Russia.
Year-over-year revenues increased primarily in Kuwait and Russia,
offset by an overall decrease from Australia, Oman and Pakistan.
Fourth quarter segment operating loss of $49 million decreased $38
million sequentially from a loss of $11 million. The sequential
decrease was primarily attributed to a delay in timing between
recognition of revenue and cost in Kuwait, as well as low-margin
year-end product sales, startup costs for offshore projects in Asia
and other exceptional items.
Year-over-year results were down primarily due to continued
weakness in offshore markets, partially offset by market share
gains in land markets in the Middle East, Russia and Continental
Europe.
Operational highlights in the Eastern Hemisphere during the quarter
include:
* Weatherford was recognized by Rosneft as the Best Technical
Support Service Company - Cementing Operations, 2016-2017.
* Weatherford won a 3-year contract to provide directional
drilling services, including rotary-steerable systems and
measurement and logging while drilling, on six rigs in
Russia. The tender was awarded based on the merits of
Weatherford's technology as well as a positive existing
relationship with the operator. Work is currently underway.
* In the Middle East, by applying managed pressure drilling
(MPD) services on three wells with narrow drilling windows,
Weatherford achieved new field records for speed and footage
per bit. Following the successful drilling operation,
Weatherford adapted the MPD system to monitor fluids
displacement while cementing a long completion string in one
of the wells. As a result of these efficiencies, the
operator saved an estimated $350,000 to $500,000 per well.
A full-text copy of the press release is available for free at:
https://is.gd/0IYBrF
About Weatherford
Weatherford International plc (NYSE: WFT), an Irish public limited
company and Swiss tax resident -- http://www.weatherford.com/-- is
a multinational oilfield service company. Weatherford provides
equipment and services used in the drilling, evaluation,
completion, production and intervention of oil and natural gas
wells. The Company operates in over 90 countries and has a network
of approximately 800 locations, including manufacturing, service,
research and development, and training facilities and employs
approximately 29,200 people.
Weatherford reported a net loss attributable to the Company of
$3.39 billion on $5.74 billion of total revenues in 2016, compared
to a net loss attributable to the Company of $1.98 billion on $9.43
billion of total revenues in 2015.
* * *
As reported by the TCR on Nov. 20, 2017, Fitch Ratings affirmed
Weatherford and its subsidiaries' Long-Term Issuer Default Ratings
(IDR) and senior unsecured ratings at 'CCC'. WFT's 'CCC' rating
reflects exposure to the oilfield services sector and a stressed
balance sheet. Fitch expects an extended down-cycle and delayed
recovery from Fitch initial sector recovery expectations due to low
to range-bound oil and gas prices.
WILLIAMS FINANCIAL: $405K Sale of Client Accounts to Kestra Okayed
------------------------------------------------------------------
Judge Harlin DeWayne Hale of the U.S. Bankruptcy Court for the
Northern District of Texas authorized Williams Financial Group,
Inc., and its affiliates to sell client accounts to Kestra
Financial, Inc., for $405,000.
The assumption and assignment to Kestra of the Assumed Contracts is
approved in all respects.
The sale is free and clear of all liens, claims, interests or
encumbrances of every kind and nature, and such liens, claims,
interests or encumbrances, if any, will attach to the proceeds of
the sale pending further order of the Court.
The form of the Opt-Out Letter attached to the Sale Motion as
Exhibit D is approved. The Debtors' will send Opt-Out Letters to
all affected Client Account holders within three days of the entry
of the Order.
Notwithstanding the possible applicability of Bankruptcy Rule
6004(h), the Order will be immediately effective and enforceable
upon its entry.
About Williams Financial Group
Williams Financial Group, Inc. and its subsidiaries WFG Management
Services Inc., WFG Investments Inc. and WFG Advisors LP sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D.
Tex. Case Nos. 17-33578 to 17-33581) on Sept. 24, 2017.
At the time of the filing, Williams Financial Group estimated
assets and liabilities of $1,000,001 to $10 million.
Judge Harlin Dewayne Hale presides over the cases.
David William Parham, Esq., at Akerman LLP, serves as the Debtors'
Chapter 11 counsel. Sessions, Fishman, Nathan & Israel LLC serves
as the Debtors' special counsel. Baker & McKenzie LLP is the
special claims counsel. Richard F. Amsberry P.C. is the Debtors'
accountant.
WOODBRIDGE GROUP: Reaches Settlement with SEC, Unsecured Creditors
------------------------------------------------------------------
Woodbridge Group of Companies, LLC on Feb. 6, 2018, disclosed that
it has reached a comprehensive settlement with the United States
Securities and Exchange Commission and the Official Committee of
Unsecured Creditors appointed in its Chapter 11 bankruptcy case by
resolving the SEC's and Committee's requests for the appointment of
a Chapter 11 trustee and providing for the appointment of fiduciary
representative groups for the other major creditor constituencies
which represent investors owed as much as $1 billion.
The agreement involved reconstituting the Board of Managers (the
"Board") with three experienced restructuring professionals -
Richard Nevins, M. Freddie Reiss, and Michael Goldberg - with
unique skillsets that will be useful in helping to maximize
recoveries for creditors and investors.
"In a matter of days, the Board has met with each of the creditor
and investor groups, hired Frederick Chin who has extensive
experience in real estate development and will operate the business
on a day-to-day basis as Chief Executive Officer ('CEO'), and
retained Bradley Sharp, of Development Specialists, Inc., who is a
seasoned chief restructuring officer ('CRO') and will navigate the
Chapter 11 process," said Richard Nevins, a member of the Board of
Managers.
"The Board, Mr. Chin and Mr. Sharp look forward to working closely
with the investor and creditor groups toward a fair, prompt and
transparent resolution of the bankruptcy cases," said Michael
Goldberg, a member of the Board of Managers. "The new management
team is cognizant of the difficult position that creditors and
investors are in and is fully committed to the mission of achieving
the best possible results for all of them, while also seeking to
protect their interest from numerous third parties that are seeking
to buy claims at a lowball price or to represent their interest by
filing a simple proof of claim form for a whopping contingent fee,
at times as much as 30 percent."
Steven Kortanek of Drinker, Biddle & Reath, LLP, counsel to the Ad
Hoc Noteholder Group, added, "We are pleased that the parties'
settlement has resulted not only in the appointment of very capable
and committed new management, but also court-approved
representation of all noteholder investors through the Ad Hoc
Noteholder Group. We are committed to pursuing a value-maximizing
outcome in these chapter 11 cases."
"The Settlement authorized the appointment of fiduciary groups for
the investors of Woodbridge to ensure their respective voices are
heard and represented," said Dr. Raymond Blackburn, a member of the
Ad Hoc Unitholder Group.
"The Settlement also paves the way for the bankruptcy filing of
additional non-debtor affiliates, which will allow the assets of
those entities to be administered in the debtors' bankruptcy
proceedings, which will also help advance the goal of maximizing
recoveries for creditors," said Richard M. Pachulski of Pachulski
Stang Ziehl & Jones LLP, counsel to the Creditors' Committee.
Creditors and Investors can find information about the bankruptcy
cases and contact information for the Debtors, the Creditors'
Committee, the Noteholder Group and the Unitholder Group by
visiting www.gardencitygroup.com/cases/WGC
Gibson Dunn & Crutcher LLP and Young, Conaway, Stargatt & Taylor,
LLP are serving as legal advisors to Woodbridge.
Pachulski Stang Ziehl & Jones LLP is serving as legal advisor to
the Creditors Committee.
Drinker Biddle & Reath LLP is serving as legal advisor to the Ad
Hoc Noteholder Group.
Venable LLP is serving as legal advisor to the Ad Hoc Unitholder
Group.
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.
ZIP STEVENSON: Case Summary & 5 Unsecured Creditors
---------------------------------------------------
Debtor: Zip Stevenson, LLC
1507 W. Washington Blvd.
Los Angeles, CA 90007
Business Description: Zip Stevenson, LLC, a lessor of real estate,
filed as a domestic corporation in the State
of California on March 1, 2002.
Chapter 11 Petition Date: February 6, 2018
Case No.: 18-11307
Court: United States Bankruptcy Court
Central District of California (Los Angeles)
Judge: Hon. Vincent P. Zurzolo
Debtor's Counsel: David I Brownstein, Esq.
LAW OFFICE OF DAVID I. BROWNSTEIN
1 Park Plaza, Suite 600
Irvine, CA 92614
Tel: 949-486-4404
Fax: 949-861-6045
E-mail: david@brownsteinfirm.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Zip Stevenson, managing member.
A full-text copy of the petition, along with a list of five
unsecured creditors, is available for free at
http://bankrupt.com/misc/cacb18-11307.pdf
[*] Scott Zemser Rejoins Mayer Brown as Partner in New York
-----------------------------------------------------------
Mayer Brown on Feb. 1, 2018, disclosed that leading global
leveraged finance lawyer Scott Zemser has rejoined the firm in New
York as a partner in the Banking & Finance practice, where he will
serve as a co-leader of the global Lending group. Previously, Mr.
Zemser was a partner at Allen & Overy, where he served as global
co-head of that firm's leveraged finance practice, and prior to
that he was a partner at White & Case. Mr. Zemser began his career
at Mayer Brown.
"Scott is highly regarded as a market leading leveraged finance and
restructuring lawyer and it's a privilege to welcome him back to
the firm," said Paul Jorissen, co-leader of Mayer Brown's global
Banking & Finance practice. "His extensive knowledge of both US
and global leveraged finance markets, exceptional reputation
representing financial institutions as lenders in leveraged finance
and acquisition finance transactions and restructuring, and deep
relationships in the financial community, will enhance our
cross-office, cross-border and cross-practice finance offerings."
Mr. Zemser has more than 25 years of experience practicing in the
US and international leveraged finance markets and represents banks
and other financial institutions in their capacities as lead
arrangers, underwriters and participants across all types of
financings, including acquisition, tender and bridge financings,
investment grade financings, secured high-yield debt securities and
asset-based financings. He also represents lenders in connection
with complex workouts and restructurings.
"Mayer Brown's sophisticated global finance and restructuring
platform, coupled with the firm's collaborative, multidisciplinary
approach to solving clients' complex business needs and its strong
US presence, were the key factors in my decision to rejoin the
firm," said Mr. Zemser. "I look forward to working with my
colleagues across the globe, including many longstanding friends,
to continue to grow the global leveraged finance and restructuring
practices and build upon Mayer Brown's top-tier finance offering."
"It's an exciting time to welcome Scott back to our expanding New
York office and firm," said Richard Spehr, partner-in-charge of
Mayer Brown's New York office. "Scott's finance practice adds a
new dimension to the existing work handled by our world-class
banking and finance, litigation and restructuring practices on
behalf of our historic financial institution client base. His
addition also builds on the steady growth of the New York office,
which has added nearly a dozen notable laterals in the past few
years, including Dan Stein, former chief of the US Attorney's
Office for the Southern District of New York's Criminal Division."
About Mayer Brown
Mayer Brown -- http://www.mayerbrown.com-- is a global legal
services organization advising clients across the Americas, Asia,
Europe and the Middle East. The firm serves many of the world's
largest companies, including a significant proportion of the
Fortune 100, FTSE 100, CAC 40, DAX, Hang Seng and Nikkei index
companies and more than half of the world's largest banks. It
provides legal services in areas such as: banking and finance;
corporate and securities; litigation, arbitration, and other
dispute resolution; antitrust and competition; US Supreme Court and
appellate; employment and benefits; environmental; financial
services regulatory and enforcement; government and global trade;
intellectual property; real estate; tax; restructuring, bankruptcy
and insolvency; and wealth management.
Mayer Brown comprises legal practices that are separate entities
(the "Mayer Brown Practices"). The Mayer Brown Practices are:
Mayer Brown LLP and Mayer Brown Europe-Brussels LLP, both limited
liability partnerships established in Illinois USA; Mayer Brown
International LLP, a limited liability partnership incorporated in
England and Wales (authorized and regulated by the Solicitors
Regulation Authority and registered in England and Wales number OC
303359); Mayer Brown, a SELAS established in France; Mayer Brown
Mexico, S.C., a sociedad civil formed under the laws of the State
of Durango, Mexico; Mayer Brown JSM, a Hong Kong partnership and
its associated legal practices in Asia; and Tauil & Chequer
Advogados, a Brazilian law partnership with which Mayer Brown is
associated. Mayer Brown Consulting (Singapore) Pte. Ltd and its
subsidiary, which are affiliated with Mayer Brown, provide customs
and trade advisory and consultancy services, not legal services.
"Mayer Brown" and the Mayer Brown logo are the trademarks of the
Mayer Brown Practices in their respective jurisdictions.
*********
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.
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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
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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.
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Monthly Operating Reports are summarized in every Saturday edition
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then-ending.
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Point your Web browser to http://TCRresources.bankrupt.com/and use
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S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.
Copyright 2018. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
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re-mailing and photocopying) is strictly prohibited without prior
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*** End of Transmission ***