/raid1/www/Hosts/bankrupt/TCR_Public/180226.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Monday, February 26, 2018, Vol. 22, No. 56
Headlines
06-004 MADERA: Unsecureds to Recoup 100% Under Proposed Plan
06-009 RANCO: Sale of California Property to Fund Plan
11380 SMITH: Taps Weinman & Associates as Legal Counsel
2424 ESSE: American Glory Buying Hamilton Property for $3.4 Million
417 RENTALS: Simmons Bank Seeks Court Rejection of Exit Plan
5 STAR INVESTMENT: Court Approves Trustee's Proposed Plan Outline
654 SARATOGA ROAD: Plan Outline Gets Court's Final Nod
8281 MERRILL ROAD: Court OKs Disclosures; Plan Hearing April 4
ABENGOA KANSAS: Bankruptcy Court Confirms Chapter 11 Plan
AIR CANADA: Term Loan B Repricing No Impact on Fitch's BB- IDR
AJUBEO LLC: Files Amended Chapter 11 Plan of Liquidation
ALGODON WINES: Scott L. Mathis Holds 14.6% Stake as of Dec. 31
ALPHABET ENERGY: Ares Values $3.4 Million Loan at 12% of Face
ALPHATEC HOLDINGS: Niraj Gupta Has 6.4% Stake as of Dec. 31
ALTA MESA: Completes Business Combination with Silver Run
AMERICAN CRYOSTEM: Incurs $554K Net Loss in First Quarter
AMERICANN INC: Closes $810,000 Unsecured Notes Financing
AMERICANN INC: Further Amends MMP Lease to Extend Funding Deadline
AMERICANN INC: Posts First Quarter Net Loss of $1.37 Million
ARCH COAL: Moody's Hikes CFR to Ba3; Outlook Stable
AVEANNA HEALTHCARE: Moody's Alters Outlook to Neg. & Affirms B3 CFR
AVOLON HOLDINGS: Fitch Affirms 'BB' Longterm Issuer Default Rating
AVOLON HOLDINGS: Moody's Affirms Ba2 CFR; Outlook Stable
AXESSTEL INC: ComVen V, et al, Cease to Hold Stock as of Dec. 20
BALLANTRAE LLC: IRS Unsecured Claim Added in Latest Plan
BCML HOLDINGS: Taps Mancuso Law as Legal Counsel
BEDROCK HOLDINGS: Seeks Approval of Disclosure Statement
BIKRAM'S YOGA: Needs to Obtain Financial & Other Commitments
BILL BARRETT: Renaissance Technologies Has 6.4% Stake as of Aug. 3
BIOSCRIP INC: Camber Capital Lowers Stake to 1.9% as of Dec. 31
BIOSCRIP INC: Gilder Gagnon Reports 12.25% Stake as of Dec. 31
BIOSCRIP INC: Venor Capital Has 11.1% Stake as of Dec. 31
BIOSERV CORP: District Court Junks Bid to Withdraw Reference
BIOSTAGE INC: Says It Has Emerged Stronger After Setback
BLINK CHARGING: Horton Capital Narrows Stake to 4.2% as of Feb. 14
BON-TON STORES: Hires A&G Realty as Real Estate Advisors
BON-TON STORES: Hires Joseph A. Malfitano as Special Counsel
BON-TON STORES: Hires Prime Clerk as Administrative Advisor
BON-TON STORES: Seek to Hire Ordinary Course Professionals
BOOZ ALLEN: S&P Gives BB Rating to New $395MM Secured Term Loan B
BOYLER ROOM: 3rd Cir. Affirms Trial Court's Sentencing of W. Boyle
BRANDENBURG FAMILY: Alam Buying Frederick Condo Unit 15C for $79K
BRANDTONE HOLDINGS: Ares Capital Writes Off $7.8 Million Loan
CALMARE THERAPEUTICS: Oops! Correct Record Date is Feb. 13
CAMPBELLTON-GRACEVILLE: Sun, Mission Toxicology Leave Committee
CENVEO INC: U.S. Trustee Appoints 7-Member Creditors Committee
CHAMPION PARENT: Ares Values $5.9 Million Loan at 3.4% of Face
CHINA COMMERCIAL: Appoints Alex Lau as Chief Technology Officer
CHRESTOTES INC: Seeks Court Approval of Proposed Plan Outline
CORNERSTONE HOSPITALITY: Proposes an Auction of Two Lubbock Hotels
CORNERSTONE HOSPITALITY: Proposes an Auction of Two Lubbock Hotels
CRAPP FARMS: Hires Steffes Group as Auctioneer
CRAPP FARMS: Proposes a Live Auction Sale of Equipment on April 3
CRESTWOOD HOLDINGS: Moody's Rates Proposed $350MM Term Loan B3
CROSIER FATHERS: Cash Fund and Hartford Assistance to Finance Plan
CTI BIOPHARMA: Growth Equity Acquires 6% Stake for $11.2 Million
CYANCO INTERMEDIATE: Moody's Assigns B2 Corporate Family Rating
CYPRESS SEMICONDUCTOR: Moody's Hikes CFR to Ba3; Outlook Stable
DATACONNEX LLC: Hires Tampa Law as Counsel
DBSI INC: Seeks to Compel IRS to Return $3.6M in Funds
DIRECTWORKS INC: Ares Values $1.8 Million Loan at 11% of Face
DISH NETWORK: Moody's Puts Ba3 CFR on Review for Downgrade
DON P. CHAIREZ: Court Dismisses Chapter 11 Bankruptcy Case
DOWNSTREAM DEVELOPMENT: Moody's Raises CFR to B2; Outlook Stable
ECKLER INDUSTRIES: Ares Values $32.9 Million Loan at 74% of Face
ECLIPSE BERRY: Committee Taps Levene Neale as Legal Counsel
EDWARD W PAGANO: Taps Recckio as Real Estate Broker
ENVIGO LABORATORIES: Moody's Confirms Caa1 CFR; Outlook Negative
EPV MERGER: Moody's Assigns B3 CFR; Outlook Stable
ESTEEM HOSPICE: New Plan to Pay IRS Claim in Full at 4% Interest
EXCO RESOURCES: Committee Hires Brown Rudnick, Jackson Walker
FIRST QUANTUM: Fitch Rates New US$850MM Senior Notes Due 2024 'B'
FIRST UNION BAPTIST: Order Invalidating Deed Transaction Flipped
FIRSTENERGY CORP: Lowers Full-Year 2017 Net Loss to $1.7 Billion
FOOD HUB ORANGE: March 22 Plan and Disclosure Statement Hearing
FPI HOLDING: Ares Capital Values $700,000 Loan at 57% of Face
FUEL PERFORMANCE: John Hennessy Has 8% Stake as of July 24
GAS-MART USA: Court Dismisses Creditor Trustee's Suit vs Citgo
GENTLEPRO HOME: April 5 Disclosure Statement Hearing Set
GILLESPIE OFFICE: Convenience Claimants to Recoup 90% Under Plan
GLASGOW EQUIPMENT: Hires Shraiberg Landau as Counsel
GO LAWN: Disclosure Statement Conditionally Approved
GORDON ST. CONDOS: Lex 2018 Buying Los Angeles Property for $1.3M
GRAND CANYON RANCH: FCI Files Fourth Amended Plan of Liquidation
GREELEY COMPANY: Ares Capital Writes Off $10.5 Million Loan
GREER APPLIANCE: To Pay Unsecured Creditors 100% without Interest
GROM SOCIAL: Incurs $1.61 Million Net Loss in Third Quarter
GST AUTOLEATHER: 7.9% Projected Recovery for Unsecured Creditors
HANJIN SHIPPING: Foreign Rep Enforcing Korean Sale Order in the US
HARBORVIEW TOWERS: Court Conditionally OK's Disclosure Statement
HARTLAND MMI: Proposes Manning's Auction of Las Vegas Properties
HATTRICK PROPERTIES: Taps McWhorter Cobb as Legal Counsel
HEALING NATURE: Case Summary & Unsecured Creditor
HEATHER HILLS: Plan Confirmation Hearing Set for March 23
HIGH LINER: Moody's Affirms B1 CFR; Outlook Remains Stable
HIGH PLAINS COMPUTING: WF to Get 4% Interest, $15K Per Month
HOBBICO INC: Committee Hires Cullen and Dykman as Lead Counsel
HOBBICO INC: Committee Hires Whiteford Taylor as Delaware Counsel
HOBBICO INC: Committee Taps Emerald Capital as Financial Advisors
INFILAW HOLDING: Ares Capital Writes Off $4.5 Million Loan
INFINITY CUSTOM: Taps Coldwell Banker as Real Estate Broker
J&J TILE: Disclosures OK'd; April 10 Plan Confirmation Hearing Set
JADE INVESTMENTS: Taps Caldwell & Riffee as Legal Counsel
JETBLUE AIRWAYS: Fitch Hikes Long-Term IDR to BB; Outlook Positive
JOHN Q. HAMMONS: March 23 Hearing on JD Holdings' Plan Outline
JONES & PINER: Taps Philadelphia Realty as Real Estate Broker
LABORATORIO CLINICO: April 4 Plan and Disclosures Hearing Set
LDJ ENTERPRISE: May 8 Hearing on D. Middleton's Plan Outline
LONG BLOCKCHAIN: Names New CEO & OKs Spin Off of Beverage Business
LOS DOS MOLINOS: Trustee Taps Perkins Coie as Legal Counsel
LOS DOS MOLINOS: Trustee Taps RCS as Financial Advisor
LRJ GLOBAL: Unsecured Creditors to be Paid 5% Under Plan
LUKE'S LOCKER: Unsecured Creditors to Get Nothing Under Plan
MARTIN MIDSTREAM: Moody's Lowers CFR to B2; Outlook Stable
MCGEE TRUCKING: People's Bank Claims Added in Latest Plan
MERRIMACK PHARMACEUTICALS: Teachers Advisors Stake Now at 0.19%
MIDOR PROPERTIES: March 27 Approval Hearing on Plan Outline
MIDWEST BIOMEDICAL: Hires David P. Lloyd as Counsel
MILES 33 (FINANCE): Ares Values $17.4 Million Loan at 77% of Face
MIZAN ENTERPRISES: March 13 Plan Confirmation Hearing Set
MOEINI CORPORATION: Enjoined from Using, Infringing IHOP Marks
MONEYONMOBILE INC: Incurs $4.48 Million Net Loss in Third Quarter
MOUNTAIN CRANE: Taps Brian C. Webber as Special Litigation Counsel
NAKED BRAND: Enters Into Amended Agreement, Reorganization Plan
NEW ENGLAND CONFECTIONERY: Ares Pegs $34M Loans at 31% of Face
NEW TRIDENT: Ares Values $108 Million Loan at 55% of Face
NIAGARA FIBER: Ares Capital Writes Off $7.4 Million Loans
NINER INC: Hires Santos Postal as Accountant
NODALITY INC: Ares Capital Writes Off $11.8 Million Loans
NOVATION COMPANIES: Court Okays NMI First Amended Disclosures
OAK CLIFF DENTAL: Plan Confirmation Hearing Set for March 29
ONEBADA BBQ INC: Hires Jaenam Coe as Bankruptcy Counsel
ORAGENICS INC: Gets Audit Opinion With Going Concern Explanation
PALMAZ SCIENTIFIC: Admiral Not Permitted to Fund Ehrenberg Demand
PANDA TEMPLE POWER: Ares Values $24.8 Million Loan at 74% of Face
PANDA TEMPLE POWER: Exits Chapter 11 Protection
PETE GOULD: Hires Caldwell & Riffee as Counsel
PETROFLOW ENERGY: Ares Capital Writes Off $24.7 Million Loan
PETROQUEST ENERGY: Unveils Results on Latest Cotton Valley Wells
PHOENICIAN MEDICAL: Court Approves First Amended Disclosures
PILGRIM'S PRIDE: Fitch Assigns 'BB' First-Time IDR; Outlook Stable
PIONEER CARRIERS: Equify Fin'l Entitled to Postpetition Atty's Fees
PROMETHEUS & ATLAS: Feb. 28 Disclosure Statement Hearing
PROVISION HOLDING: Posts $1.81M Net Loss for Qtr. Ended Dec. 31
PS HOLDCO: Moody's Assigns B2 CFR & Rates New $246MM Loan B2
QUANTUM CORP: Inks Third Amendment to TCW Asset Credit Agreement
QUANTUM WELLNESS: Unsecureds to be Paid 10% Over 12-Month Period
REES ASSOCIATES: Amended Plan Discloses Agreement with RR Donnelley
RENT RITE: Hires Allen Vellone as Special Counsel
RH BBQ INC: Hires Jaenam Coe as Bankruptcy Counsel
RICHARD OSBORNE: Brown Buying Mentor Commercial Property for $900K
RICKIE WALKER: District Court Dismisses Suit Against SLS
ROBAROSA CORP: Plan Payments From Proceeds of Sale of Property
ROBERT VERCHOTA: Proposes A Sale of Las Vegas Property for $1.4M
ROCKDALE HOSPITALITY: Taps Joyce W. Lindauer as Legal Counsel
ROGERS & SON: Approval Hearing on Disclosures Set for April 26
ROGERS & SON: Unsecureds to Get 12% Distribution of Allowed Claims
ROTINI INC: Taps Essential Financial as Consultant
SANMINA CORP: Moody's Affirms 'Ba1' CFR & Revises Outlook to Stable
SCOTTISH HOLDINGS: U.S. Trustee Forms Three-Member Committee
SEABURY OG: Fitch Affirms 'BB' Rating on 2016 A&B Revenue Bonds
SHAPE TECHNOLOGIES: S&P Affirms 'B' CCR, Outlook Stable
SHUTTERFLY INC: Moody's Confirms Ba3 CFR & Revises Outlook to Neg.
SKYPATROL LLC: U.S. Trustee Forms Three-Member Committee
SOIL SAFE: Ares Values $30.5 Million Loan at 13% of Face
SOLARWINDS HOLDINGS: Moody's Affirms B2 Corporate Family Rating
SPORTS ZONE: Taps E. Cohen and Company as Accountant
THINGS REMEMBERED: Ares Values $12.3 Million Loan at 12% of Face
TIMBERVIEW VETERINARY: April 26 Approval Hearing on Disclosures
TIMBERVIEW VETERINARY: New Plan Discloses Dismissal of M. Mummert
TK HOLDINGS: Bankruptcy Court Confirms Ch.11 Reorganization Plan
TOPS HOLDING: Moody's Lowers Probability Default Rating to D-PD
TOPS MARKETS: Files Ch. 11 Petition to Facilitate Restructuring
TRANSUNION: S&P Raises Corp. Credit Rating to 'BB+', Outlook Stable
UNI-PIXEL INC: Court Sends Case to Liquidation
US OIL: Commences Sale Solicitation Process, April 6 Bid Deadline
VERISIGN INC: Moody's Affirms 'Ba2' Corporate Family Rating
VESCO CONSULTING: Plan Payments Funded Through Continued Operations
VISUAL HEALTH: Special Counsel Moves to Hire Forensic Accountant
VITARGO GLOBAL: Court Approves First Amended Joint Disclosures
WEATHERFORD INT'L: Fitch Rates $600MM Unsec. Notes CCC-
WEATHERFORD INT'L: Moody's Rates New $600MM Unsec. Notes Caa1
WESTERN GAS: Moody's Rates Proposed Sr. Notes Due 2028/2048 'Ba1'
WESTINGHOUSE ELECTRIC: Estimates 98.9-100% Claims Recovery
WILDWOOD PROPERTY: Settlement Agreement with Homeowners Enforced
WWLC INVESTMENT: Unsecured Creditors to Get $37K From Sale Proceeds
[*] James Snyder Joins Sidley Austin's Global Finance Practice
[*] McGregor Joins FTI's Corporate Finance & Restructuring Group
[^] BOND PRICING: For the Week from February 19 to 23, 2018
*********
06-004 MADERA: Unsecureds to Recoup 100% Under Proposed Plan
------------------------------------------------------------
06-004 Madera Business Trust filed with the U.S. Bankruptcy Court
for the District of Nevada a disclosure statement regarding its
proposed chapter 11 plan.
The Debtor plans to satisfy current tax obligations through the
marketing and sale of the Property located in Madera City,
California. Mesa Asset Management will be retained to manage the
Debtor, in consideration for a management fee, calculated and
receive a management fee of ($750.00/mo; $9,000/yr). Based upon the
comparable sales and marketing of the surrounding communities and
properties, the Property is estimated to be valued at $3,750,000.
Debtor's 56.96% percentage of interest in the Property valued at
approximately $2,136,000. In an effort to complete a sale, the
investor-owners are willing to accept a loss on their original
investment in the secured loan.
The Debtor will bring any proposed sale of the Property before the
Bankruptcy Court to approve the sale under 11 U.S.C. section 363(f)
which authorizes a court to complete the sale of property interests
of non-debtor parties. These efforts to conduct a sale of the
Property are to be done in order to protect and recover the maximum
recovery for the investors while satisfying the taxing authority in
full.
Debtor estimates that the purchase price of the current sale of the
Property will provide sufficient income to satisfy the outstanding
creditor's claims entirely. All proceeds will be allocated to pay
priority and secured tax debts upon the sale of the property.
Debtor intends to liquidate all remaining assets and terminate
operations under the supervision of the U.S. Bankruptcy Court.
Subsequent to payment in full of all administrative and unsecured
creditor claims, remaining sales proceeds will be distributed to
the investors as a return of investment.
Class 3 general unsecured claims consist of capital investments
made by the investing beneficiaries of the business trust to
satisfy administrative and operating costs. The general unsecured
claims amount to approximately $65,587.95, including $100 from the
Internal Revenue Service and the remainder have insider affiliated
status. After payment of the Class 1 claims, the general unsecured
creditor claims will be paid 100% of their allowed claim. Class 3
claimants receive a vote to either accept or reject the Plan.
The Plan Agent will make the plan payments from the revenue that is
generated from the sale of Debtor assets in whole or in part and
the annual income of $126,000. The real property value held by the
estate is estimated at $3,750,000. The sales costs and other
expenses of sale will be paid from the proceeds of sale at the time
of closing. The expected net revenue from the sale of the Property
is anticipated to be sufficient to pay all allowed claims 100%.
A full-text copy of the Disclosure Statement is available for free
at:
http://bankrupt.com/misc/nvb17-12102-37.pdf
About 06-004 Madera Business Trust
06-004 Madera Business Trust is a single asset real estate (as
defined in 11 U.S.C. Section 101(51B)). It owns a fee simple
interest in 267 acres of land valued at $3.75 million.
06-004 Madera Business Trust sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D. Nev. Case No. 17-12102) on April 26,
2017. In the petition signed by Peter Becker, manager of the
trustee, the Debtor disclosed $4.08 million in assets and $2.13
million in liabilities. Judge Laurel E. Davis presides over the
case. The Law Office of Timothy P. Thomas, LLC, is the Debtor's
counsel.
06-009 RANCO: Sale of California Property to Fund Plan
------------------------------------------------------
06-009 Ranco Coachella Business Trust submitted a disclosure
statement in connection with its chapter 11 plan.
The Debtor plans to satisfy current tax obligations through the
marketing and sale of the Property located in Riverside County.
Mesa Asset Management will be retained to manage the Debtor, in
consideration for a management fee, calculated and receive a
management fee of ($750/mo; $9,000/yr). Based on the comparable
sales and marketing of the surrounding communities and properties,
the Property is estimated to be valued at $3,500,000. The Debtor's
61.73% percentage of interest in the Property valued at
approximately $2,313,000. In an effort to complete a sale, the
investor-owners are willing to accept a loss on their original
investment in the secured loan.
The Debtor will bring any proposed sale of the Property before the
Bankruptcy Court to approve the sale which authorizes a court to
complete the sale of property interests of non-debtor parties.
These efforts to conduct a sale of the Property are to be done in
order to protect and recover the maximum recovery for the investors
while satisfying the taxing authority in full.
The Debtor estimates that the purchase price of the current sale of
the Property will provide sufficient income to satisfy the
outstanding creditor's claims entirely. All proceeds will be
allocated to pay priority and secured tax debts upon the sale of
the property. The Debtor intends to liquidate all remaining assets
and terminate operations under the supervision of the U.S.
Bankruptcy Court. Subsequent to payment in full of all
administrative and unsecured creditor claims, remaining sales
proceeds will be distributed to the investors as a return of
investment.
The Plan Agent will make the plan payments from the revenue that is
generated from the sale of Debtor assets in whole or in part and
the annual income of $48,000. The real property value held by the
estate is estimated at $3,500,000. The sales costs and other
expenses of sale will be paid from the proceeds of sale at the time
of closing. The expected net revenue from the sale of the Property
is anticipated to be sufficient to pay all allowed claims 100%.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/nvb17-12101-38.pdf
About 06-009 Ranco Coachella
06-009 Ranco Coachella Business Trust is a single asset real estate
(as defined in 11 U.S.C. Section 101(51B)). It owns a fee simple
interest in a property located in Coachella, California, with a
valuation of $2.21 million.
The Trust previously sought bankruptcy protection (Bankr. D. Nev.
Case No. 13-13423) on April 22, 2013.
06-009 Ranco Coachella Business Trust sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No.
17-12101) on April 26, 2017.
In the petition signed by Peter Becker, manager of trustee, the
Debtor disclosed $2.49 million in assets and $1.55 million in
liabilities.
Judge Mike K. Nakagawa presides over the case.
The Law Office of Timothy P. Thomas, LLC, is the Debtor's counsel.
11380 SMITH: Taps Weinman & Associates as Legal Counsel
-------------------------------------------------------
11380 Smith Rd LLC seeks approval from the U.S. Bankruptcy Court
for the District of Colorado to hire Weinman & Associates, P.C., as
its legal counsel.
The firm will assist the Debtor in the preparation of a plan of
reorganization and will provide other legal services related to its
Chapter 11 case.
Jeffrey Weinman, Esq., president of Weinman & Associates and the
attorney who will be handling the case, will charge an hourly fee
of $495. William Richey and Lisa Barenberg, the firm's paralegals,
will charge $300 per hour and $250 per hour, respectively.
The firm received a retainer in the sum of $20,000.
Jeffrey Weinman, Esq., disclosed in a court filing that the firm
and its employees are "disinterested persons" as defined in Section
101(14) of the Bankruptcy Code.
Weinman & Associates can be reached through:
Jeffrey A. Weinman, Esq.
730 17th St., Suite. 240
Denver, CO 80202
Tel: 303-572-1010
Fax: 303-572-1011
E-mail: jweinman@epitrustee.com
About 11380 Smith Rd LLC
11380 Smith Rd LLC listed itself 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 11380 Smith Road Aurora,
Colorado, with an estimated value of $6.50 million. It posted
gross revenue of $229,240 in 2017 and gross revenue of $641,084 in
2016.
11380 Smith Rd sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Colo. Case No. 18-10965) on Feb. 13, 2018. In the
petition signed by Louis Hard, manager and member, the Debtor
disclosed $9.13 million in assets and $4.76 million in liabilities.
Judge Thomas B. McNamara presides over the case.
Jeffrey A. Weinman, Esq., in Denver, Colorado, is the Debtor's
counsel.
2424 ESSE: American Glory Buying Hamilton Property for $3.4 Million
-------------------------------------------------------------------
2424 Esse, LLC, asks the U.S. Bankruptcy Court for the District of
New Jersey to authorize the private sale of the real property
located at 2424 East State Street Extension, Hamilton Township, New
Jersey to America Glory, LLC for $3,350,000, subject to
adjustments.
The Debtor owns the Property. The Property is identified on the
Township tax records as Block 1588, Lot 7. It consists of a
120,280 square foot industrial warehouse/manufacturing building
located on 4.92 acres with 7,600 square feet of air conditioned
office space with private offices and an open administrative area.
There are 2 tailgate loading doors, 2 drive-in doors with an
additional large platform for truck loading and side doors for rail
loading.
The building has 12'-14' ceiling heights, heavy concrete load
bearing floors, and gas fired hot water baseboard. The production
area has gas fired space heaters. The building has a dry sprinkler
system, and a flat rubber roof. There is 480KVA 3 Phase Electric
service. The Property is presently under remediation for
environmental clearances.
The Debtor's business consists of leasing office, warehouse, and
commercial space in the Property to others. There is presently one
paying tenant under lease with the Debtor for space at the
Property.
National Railroad Passenger Corp. ("AMTRAK") is a tenant under a
lease dated Dec. 27, 2013 for approximately 57,461 square feet of
the building. The monthly base rent due under the AMTRAK Lease is
$19,633. AMTRAK is also obligated to pay a proportional share of
common area maintenance costs which are estimated to be
approximately $5,507 per month. The initial five-year term of this
lease is from 12/1/13 to 11/30/18 with an option for AMTRAK to
renew for up to 2 consecutive five-year terms.
AMTRAK has been withholding its rent based upon what it asserts are
breaches of the lease by the Debtor. The Debtor will be
negotiating with AMTRAK prior to the sale hearing to determine if
it can reach an agreement with that tenant for an assumption and
assignment of the lease. If it is able to do so the Debtor will
move to assume and assign the lease. If it is unable to do so,
then the Debtor will reject the lease.
J&A Chino Pallet Co. is a tenant under an original lease dated May
21, 2013 for approximately 5,000 square feet of warehouse space
consisting of two dock doors and space located behind together with
approximately 500 square feet of office space consisting of two
offices to the right of the front door that had been provided fiee
of charge. The original lease was extended, with the last
extension through May 31, 2016. On February 16, the Debtor sent a
Notice to Quit to said tenant to vacate the premises and remove its
property no later than March 12, 2018. This lease will be
rejected. Anmar /Electrical Contractors, Inc. is also a tenant in
the property but is not paying current rent. It lease term is
unknown and the Debtor will be rejecting this lease.
Dale Motor Corp., doing business as Precision Acura of Princeton,
was a former tenant. It leased approximately 10,000 square feet.
The term of the lease was for two years from Oct. 16, 2015 through
Oct. 15, 2017. Although this tenant had an option to renew the
lease for an addition two year term, it did not exercise that
option. This tenant has vacated the property. The Debtor will
terminate this lease to ensure that there is no claim by the tenant
to the Property.
On March 12, 2014, the Debtor executed and delivered to Shore
Community Bank ("SCB") a promissory note in the amount of $2.9
million. The SCB Note is secured by a Mortgage lien on the
Property dated March 12, 2014 which was recorded on March 19, 2014
in the Mercer County Clerk's Office in Book Mortgage Book 6189,
Page 1392.
Prior to the Filing Date the Property was actively listed for sale
with Thomas Friedman of Berkshire Hathaway Home Services Fox &
Roach Realtors, 4603 Nottingham Way, Hamilton Township, NJ 08690.
The listing has been with Friedman since July 8, 2016. An Order
was entered by the Court on Feb. 7, 2017 granting the application
of the Debtor to employ Thomas Friedman as realtor.
As of the Filing Date, the balance due on the SCB Note and SCB
Mortgage was $2,677,494. The monthly mortgage payment due to SCB
under the SCB Note and SCB Mortgage is $25,018. The SCB Note is
also secured by a UCC-1 security interest filed on March 13, 2014
with the New Jersey Secretary of State's Office granting SCB a lien
in all of the Debtor's accounts, inventory, equipment, fixtures,
chattel paper, negotiable instruments, computer equipment and the
proceeds of such assets.
The Purchaser is not an insider of any the Debtor and the purchase
price is the result of arm's-length good faith negotiations between
the Debtor and the Purchaser. One of the overriding reasons
expressed by the Purchaser is that the Purchaser's lease with its
landlord is expiring. The Purchaser is seeking a permanent
location for its business, and until closing occurs on the real
estate, Purchaser is looking to obtain access to the property at
its sole cost and expense to store certain of its personal property
at the premises. If the closing on the real estate does not close
by April 30, 2018 then the Agreement will be terminated and the
Purchaser will be required to remove its assets from the property
at it is sole cost and expense.
The Debtor proposes to sell the Property to the Buyer, a
non-insider third-party free and clear of liens, claims,
encumbrances and interests. The purchase price is $3,350,000 with
$175,000 as earnest money.
A copy of the Agreement attached to the Motion is available for
free at:
http://bankrupt.com/misc/2424_ESSE_140_Sales.pdf
Prior to and during the course of the case, the Debtor has listed
the Property for sale with Thomas Friedman of Berkshire Hathaway
Home Services Fox & Roach Realtors, 4603 Nottingham Way, Hamilton
Township, NJ 08690. It has filed an application for Friedman's
retention to continue to market the Property.
Additionally, after the case was filed, the Debtor also filed an
application for retention of NAI Mertz, a commercial real estate
broker, to market the Property to a larger network of potential
commercial real estate purchasers and investors. Both Friedman and
NAI Mertz have agreed to be compensated on a 5% commission basis.
To facilitate and effectuate the sale of the Property, the Debtor
also asks authorization to assume and assign the Amtrak Lease and
reject the J&A Chino Pallet Co. and Anmar Electrical Contractors
leases. It will also formally reject the leases of its former
tenants who vacated the property Dale Motor Corp.
In order to provide counter parties with adequate notice of such
assumption and proposed adequate cure amounts, if any, the Debtor
asks the Court's approval of the Lease Assumption and Assignment.
As of this date Amtrak and the Debtor have not reached a resolution
as to the terms of any Lease Assumption and Assignment. No later
than three days before the hearing on the sale of the Property, the
Debtor will file a declaration as to whether the lease will be
assumed and assigned, the terms of such assumption and assignment
or alternatively, will move to reject the Amtrak lease.
In connection with the fixing and payment of SCB's Secured Claim,
if the ultimate sale price for the Property is not sufficient to
fully satisfy SCB's Secured Claim and the costs of administration
of this case, the Debtor asks to recover from SCB the reasonable
and necessary costs and expenses of preserving and disposing of the
Property. It therefore respectfully asks that the Court includes a
provision in the Sale Approval and Bid Procedures Order which
preserves its right to payment from SCB of a Carve Out for such
reasonable and necessary costs and expenses.
Except for all transfer Taxes associated with the sale (but
including any mansion tax) or as otherwise provided for in the
Agreement, all costs relating to the sale and settlement of the
Property, will be the sole obligation of the Purchaser, including
all searches and title search fees, all survey fees, all title
company settlement charges and title insurance costs, all of
Purchaser's closing expenses (including legal fees), all settlement
fees, all environmental investigations, the Purchaser's insurance
fees, the Purchaser's appraisal fees, and any other and all other
costs associated with the transfer of all real and personal
property, all licensing and permitting normally and customarily
paid by the purchasers, including, without limitation, any fees,
costs, or expenses payable in connection with the transfer of any
permits.
All property taxes, all public utility charges, rents and like
charges, if any, relating to the Property will be prorated as of
Closing. The settlement at Closing will be made on proration of
estimates of such taxes and charges with net balances payable by
either Party to the other 30 days after receipt of the next
succeeding payment notice.
Agreement contains certain releases among the parties. As a part
of the sale, the Debtor, Amtrak and SCB will exchange mutual
releases upon closing.
Finally, the Debtor asks that the stay of an order granting the
Motion under Bankruptcy Rule 6004(h) be waived for cause because
the Purchaser intends to close prior to April 20, 2018 and the
Debtor is concerned that the Purchaser will refuse to close if it
cannot do so by that date.
The Purchaser:
AMERICA GLORY, LLC
1412 Broadway Suite 1610
New York, NY 10018
About 2424 ESSE LLC
2424 ESSE, LLC filed a Chapter 11 petition (Bankr. D.N.J. Case No.
16-34422), on December 27, 2016. The petition was signed by Tammy
Alvarez-Olmeda, owner. The case is assigned to Judge Kathryn C.
Ferguson. The Debtor is represented by William Mackin, Esq., at
Sherman Silverstein Kohl Rose & Podolsky of Moorestown, New
Jersey.
The Debtor disclosed total assets of $4.37 million and total
liabilities of $2.96 million.
No trustee or examiner has been appointed in this case. No
official committee of unsecured creditors has been appointed in the
case.
417 RENTALS: Simmons Bank Seeks Court Rejection of Exit Plan
------------------------------------------------------------
Simmons Bank filed with the U.S. Bankruptcy Court for the District
of Missouri an objection to 417 Rentals, LLC's plan and disclosure
statement.
Simmons Bank objects to the Plan for the reasons that:
* The Plan fails to provide for retention by Simmons Bank of
its liens to the Collateral in that there is no provision in the
Plan that all terms of the promissory notes, deeds of trust and
other loan documents comprising the Claims shall remain in full
force and effect, except as they may be modified by the terms of
the Plan. Such loan documents provide, among other things,
requirements for the Debtor to protect Simmons Bank's interest in
the Collateral, and for Simmons Bank's recovery of attorney's fees
and costs incurred, including post-petition attorney's fees and
costs.
* The Debtor is in arrears in payment of property taxes on at
least part of the Collateral for 2016 and 2017, and the Plan fails
to provide for payment of such tax arrearages or for a real estate
tax escrow to ensure that the Debtor keeps up with accruing
property tax liabilities.
* The Plan is impermissibly vague in that it fails to
specifically state that a balloon payment on the Claims is due at
the end of the 60-month repayment period (although that appears to
be the intention).
* The Plan fails to demonstrate requisite feasibility and
specifically fails to demonstrate the likelihood that the Debtor
will be able to make the balloon payment at the time it is due.
* The Plan has not been proposed in good faith in that the
ongoing reduced monthly payments on the Claims, on non-market terms
as proposed in the Plan, result in a windfall to the Debtor, to the
detriment of Simmons Bank.
For the said reasons, Simmons Bank asks the Court for an order
denying confirmation of the Plan.
A copy of Simmons Bank's Objection is available at:
http://bankrupt.com/misc/mowb17-60935-11-344.pdf
Attorney for Creditor Simmons Bank:
Jeffery J. Love, MBN 32200
1901 S. Ventura, Suite A
Springfield, Missouri 65804
Telephone: (417) 883-6566
Facsimile: (417) 883-6689
E-mail: jlove@springfieldlaw.net
About 417 Rentals
Based in Brookline, Missouri, 417 Rentals, LLC, is a privately held
company in the real estate rental service industry. 417 Rentals
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
W.D. Mo. Case No. 17-60935) on Aug. 25, 2017. Christopher Gatley,
its member, signed the petition. At the time of the filing, the
Debtor estimated assets and liabilities of $1 million to $10
million. Ronald S. Weiss, Esq., at Berman, DeLeve, Kuchan &
Chapman, LLC, serves as the Debtor's bankruptcy counsel. Joseph
Christopher Greene, Esq., is the Debtor's litigation counsel.
5 STAR INVESTMENT: Court Approves Trustee's Proposed Plan Outline
-----------------------------------------------------------------
Judge Harry C. Dees, Jr., of the U.S. Bankruptcy Court for the
Northern District of Indiana approved Chapter 11 Trustee Douglas
Adelsperger's disclosure statement describing the plan of
liquidation for 5 Star Investment Group and affiliates.
As previously reported by the Troubled Company Reporter, unsecured
creditors of 5 Star Investment Group, LLC, will receive an initial
$5 million 60 days after the effective date of the company's
Chapter 11 plan of liquidation.
Mr. Adelsperger anticipates that as funds are recovered from sales
of additional properties and prosecution and collection of causes
of action, there may be supplemental distributions to creditors
with allowed claims. The trustee, however, cannot yet accurately
predict the additional amounts that may be recovered from further
sales of property and prosecution of pending or future lawsuits.
A copy of the Disclosure Statement is available for free at:
http://bankrupt.com/misc/innb16-30078-1117.pdf
About 5 Star Investment Group
On Nov. 5, 2015, the U.S. Securities Exchange Commission filed a
complaint against Earl D. Miller, 5 Star Capital Fund, LLC and 5
Star Commercial, LLC, in the United States District Court for the
Northern District of Indiana, Hammond Division ("SEC Action").
In its complaint, the SEC alleged that Miller, 5 Star Capital Fund,
and 5 Star Commercial defrauded at least 70 investors from whom
they raised funds of at least $3,900,000. Additionally, on Nov. 5,
2015, the SEC obtained an ex parte temporary restraining order,
asset freeze and other emergency relief in the SEC Action.
5 Star Investment Group and its 10 affiliates owned by Eardl D.
Miller sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. N.D. Ind. Lead Case No. 16-30078) on Jan. 25, 2016. 5 Star
estimated assets of less than $50,000 and liabilities of $1 million
to $10 million. The Debtors' counsel was Katherine C. O'Malley,
Esq., at Cozen O'Connor, in Chicago, Illinois.
The cases are assigned to Judge Harry C. Dees, Jr.
On Feb. 29, 2016, Douglas R. Adelsperger was appointed as Chapter
11 trustee in each of the bankruptcy cases.
On March 23, 2016, the Court entered an order consolidating the
bankruptcy cases for purposes of administration only.
On June 24, 2016, the Court entered its agreed order granting the
Trustee's motion for substantive consolidation, substantively
consolidating the Debtors' bankruptcy cases for all postpetition
matters and purposes, effective as of the Petition Date, and
deeming that all assets and liabilities of the bankruptcy cases to
be consolidated into one bankruptcy estate, to be administered in
accordance with the Bankruptcy Code under the jurisdiction of the
Court ("Consolidated Bankruptcy Estate").
On July 21, 2016, the Court entered order granting application to
employ Tiffany Group Real Estate Advisors, LLC, as the bankruptcy
estates' broker.
Meredith R. Theisen, Esq., Deborah J. Caruso, Esq., John C. Hoard,
Esq., James E. Rossow, Jr., Esq., and Meredith R. Theisen, Esq., in
Rubin & Levin, P.C., in Indianapolis, Indiana, serve as counsel to
the Trustee.
654 SARATOGA ROAD: Plan Outline Gets Court's Final Nod
------------------------------------------------------
Judge Robert E. Littlefield of the U.S. Bankruptcy Court for the
Northern District of New York approved 654 Saratoga Road, LLC's
disclosure statement, dated Nov. 15, 2017, referring to its chapter
11 plan.
March 21, 2018 is fixed as the last day for filing written
acceptances or rejections of the plan.
Hearing on the confirmation of the plan is set for 10:30 a.m. on
March 28, 2018 at the U.S. Courthouse, 445 Broadways, Suite 306,
Albany, NY.
Written objections to confirmation of the plan must be filed with
the Court and served no later than seven days prior to the hearing
on confirmation.
The Troubled Company reporter previously reported that direct
payments to creditors will be made by the Debtor from its ongoing
rental revenues coupled with capital contributions as necessary.
A copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/nynb17-10649-29.pdf
Headquartered in Clifton Park, New York, 654 Saratoga Road, LLC,
has been the holding company of real property improved by a
tavern/restaurant since May 4, 2012. It owns a 4.8-acre parcel of
real property located at 654 Saratoga Road, Glenville, New York
12302.
654 Saratoga Road, LLC, filed for Chapter 11 bankruptcy protection
(Bankr.
N.D.N.Y. Case No. 17-10649) on April 6, 2017, estimating its assets
and liabilities at between $500,001 and $1 million each.
Michael Leo Boyle, Esq., at Tully Rinckey PLLC, serves as the
Debtor's bankruptcy counsel.
8281 MERRILL ROAD: Court OKs Disclosures; Plan Hearing April 4
--------------------------------------------------------------
Judge Raymond B. Ray of the U.S. Bankruptcy Court for the Southern
District of Florida approved 8281 Merrill Road A, LLC, and 8281
Merrill Road C, LLC's disclosure statement explaining their chapter
11 plan.
The Court has set a hearing to consider confirmation of the plan on
April 4, 2018 at 10:00 a.m. at the U.S. Bankruptcy Court 299 East
Broward Boulevard, Room 308 Fort Lauderdale, Florida 33301.
The last day for filing and serving objections to confirmation of
the plan and the last day for filing a ballot accepting or
rejecting the plan is March 21, 2018.
The Troubled Company Reporter reported on Jan. 1, 2018 that each
holder of an Allowed General Unsecured Claim in Class 6 will
receive on each Distribution Date, Distribution in an amount equal
to its Pro Rata Share of the lesser of 1/5 of the total amount of
Allowed General Unsecured Claims; or $40,000 (i.e., $200,000 total,
split across five Distribution Dates); or (2) such other treatment
as may be consensually agreed to by the applicable Debtor and the
holder of an Allowed General Unsecured Claim.
A copy of the Disclosure Statement is available for free at:
http://bankrupt.com/misc/flsb17-17027-69.pdf
About 8281 Merrill Road A
8281 Merrill Road A, LLC, is a manager-managed limited liability
company with manager, Jacksonville Merrill Dealership, LLC, which
is itself managed by Daniel Rusche. 8281 Merrill Road A filed a
Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 17-17027)
on June 2, 2017. In the petition signed by Tim O'Brien, the
manager, the Debtor estimated $100,000 to $500,000 in assets and $1
million to $10 million in liabilities. The Hon. Raymond B. Ray
presides over the case. Messana, PA, is the Debtor's counsel.
ABENGOA KANSAS: Bankruptcy Court Confirms Chapter 11 Plan
---------------------------------------------------------
Judge Robert E. Nugent of the U.S. Bankruptcy Court for the
District of Kansas confirmed Abengoa Bioenergy Biomass of Kansas
LLC's chapter 11 plan and overruled the Missouri Liquidating
Trustee's objection.
A chapter 11 plan must meet the requirements of 11 U.S.C. section
1129 to be confirmed. Section 1129(a)(1) and (2) require that the
plan and its proponent have complied with Chapter 11 and the rest
of the Bankruptcy Code. This requirement implicates the provision
in section 1122(a) that claims may only be classified together if
they are substantially similar to each other. Claims that are
otherwise similar may not be isolated in a different class if the
debtor's purpose is to gerrymander the votes for confirmation.
Another section 1129(a) requirement is that the creditors receive
no less than they would were the estate liquidated in chapter
7--the "best interests of creditors" or "chapter 7" test--found in
section 1129(a)(7). Section 1129(a)(8) requires that each class of
creditors must either accept the plan or not be impaired by it. If
a class either rejects or is impaired by the plan, but the other
provisions of section 1129(a) are met, the debtor may cram the plan
down over a creditor's objection, but only if it does not unfairly
discriminate among the classes and if it is fair and equitable
under section 1129(b)(1) and (2).
Debtor ABBK's plan separately classifies the claims of its
affiliates, classifying them below non-affiliate general unsecured
creditors and denying them payment. The holder of four such claims,
the Missouri Liquidating Trustee, contends that the separate
classification was done to gerrymander the unsecured creditors'
class and is improper. It also objects that its four claims on
behalf of related companies that did business with this debtor
would be paid pro rata in a chapter 7 case and that they will
receive less under the debtor's plan. The Missouri trustee contends
that, even if the payments meet the best interest test because its
claims will receive nothing, they are impaired and are deemed to
have rejected the plan. Therefore, the debtor must show that the
plan does not unfairly discriminate against those claims and is
fair and equitable.
The debtor incurred the debts owed to the Missouri Debtors either
for credit or to enable payments for goods and services to
non-affiliates. But, the debtor and the Missouri Debtors shared a
board of directors and a management team that included financial,
budgeting, and legal functions. Because of that, the Missouri
Debtors were much better informed about ABBK's financial condition
than third-party creditors would be. The affiliate debtors amongst
themselves regarded these claims as different from, and junior to,
those of the non-affiliate creditors. The affiliated debtors shared
an intention to subordinate or extinguish the intercompany claims.
For those reasons, these claims are different from ordinary
non-affiliate claims. A chapter 7 trustee would be likely to
recognize these debtors' shared understanding and their intention
to subordinate or extinguish these debts.
Accordingly, the plan meets the best interests of creditors test.
Because the Missouri Debtors' are deemed to have rejected the plan,
the debtor must cram the plan down under section 1129(b). Given the
difference between these claims and the third-party unsecured
creditors, and considering their intent that these claims be
subordinated, the plan's discrimination against the affiliates'
claims is not unfair under section 1129(b)(1). The plan is fair and
equitable under section 1129(b)(1) and (b)(2)(B) because it does
not violate the absolute priority rule.
The bankruptcy case is in re: ABENGOA BIOENERGY BIOMASS OF KANSAS,
LLC. Chapter 11, Debtor, Case No. 16-10446 (Bankr. D. Kan.).
A full-text copy of Judge Nugent's Memorandum Opinion dated Feb. 8,
2018 is available at https://is.gd/4WQtWH from Leagle.com.
Abengoa Bioenergy Biomass of Kansas LLC, Debtor, represented by
David E. Avraham -- david.avraham@dlapiper.com -- DLA Piper LLP
US, Richard A. Chesley -- richard.chesley@dlapiper.com -- DLA
Piper LLP US, Erin M. Edelman, Kaitlin Edelman --
kaitlin.edelman@dlapiper.com -- DLA Piper LLP US, Richard W. Engel,
Jr. -- rengel@armstrongteasdale.com -- Armstrong Teasdale LLP,
Patrick A. Jackson, Robert Craig Martin, John W. McClelland --
jmcclelland@armstrongteasdale.com -- Christine L. Schlomann --
cschlomann@armstrongteasdale.com -- Armstrong Teasdale LLP &
Vincent P. Slusher -- vince.slusher@dbr.com Drinker Biddle & Reath
LLP.
Brahma Group, Inc., Petitioning Creditor, represented by W. Rick
Griffin -- wrgriffin@martinpringle.com -- Martin Pringle Oliver
Wallace & Bauer & Samantha M. Woods -- smwoods@martinpringle.com --
Martin Pringle.
CRB Builders LLC & Summit Fire Protection Co., Petitioning
Creditors, represented by Robert M. Pitkin -- rpitkin@hab-law.com
-- Horn Aylward & Bandy LLC & Danne W. Webb, c/o Danne W. Webb.
U.S. Trustee, U.S. Trustee, represented by Charles S. Glidewell,
Office of the U.S. Trustee, Jordan M. Sickman, Office of U.S.
Trustee & Charles E. Snyder, Office of the U.S. Trustee.
Greg Stoppel, Creditor Committees, & Dean Schlueter, represented by
Robert L. Baer , Alexis C. Beachdell -- abeachdell@bakerlaw.com --
Baker & Hostetler LLP Kelly S. Burgan -- kburgan@bakerlaw.com --
Baker & Hostetler LLP, Adam L. Fletcher -- afletcher@bakerlaw.com
-- Baker & Hostetler LLP, Michelle Manzoian --
mmanzoian@bakerlaw.com -- Baker & Hostetler LLP & Michael A.
VanNiel -- mvanniel@bakerlaw.com -- Baker & Hostetler LLP.
The Official Committee of Unsecured Creditors of Abengoa Bioenergy
US Holding, LLC, et al., Creditor Committee, represented by Vivian
Ban, Hogan Lovells US LLP, Christopher R. Donoho, III --
chris.donoho@hoganlovells.com -- Hogan Lovells US LLP, Michael
Shane Johnson -- shane.johnson@hoganlovells.com -- Hogan Lovells US
LLP & Ronald J. Silverman -- ronald.silverman@hoganlovells.com --
Hogan Lovells US LLP.
About Abengoa Bioenergy Biomass of Kansas
Three subcontractors asserting disputed state law lien claims
against Abengoa Bioenergy Biomass of Kansas, LLC filed on March 23,
2016, an involuntary petition to place the Company in bankruptcy
under Chapter 7 of the Bankruptcy Code. The case was converted to
a case under Chapter 11 of the Bankruptcy Code (Bankr. D. Kan. Case
No. 16-10446) on April 8, 2016.
In April 2016, Chief Bankruptcy Judge Robert E. Nugent denied the
request of Abengoa Kansas to transfer its case to the Bankruptcy
Court for the District of Delaware where cases involving its
indirect parent companies and other affiliates are pending. Judge
Nugent said the facts and unique circumstances surrounding Abengoa
Kansas and its known creditors do not warrant transferring the
case.
Abengoa Kansas hired Armstrong Teasdale LLP, and DLA Piper LLP (US)
as counsel.
Petitioning creditor Brahma Group, Inc. is represented by Martin
Pringle Oliver Wallace & Bauer. Petitioning creditors CRB Builders
LLC and Summit Fire Protection Co. are represented by Horn Aylward
& Bandy LLC.
The official committee of unsecured creditors is represented in the
Kansas bankruptcy case by Baker & Hostetler LLP and Cosgrove, Webb
& Oman.
On April 14, 2017, the Debtor filed a disclosure statement, which
explains its proposed Chapter 11 plan of liquidation.
On July 19, 2017, Drivetrain LLC filed a disclosure statement
explaining its proposed plan of liquidation for the Debtor.
Drivetrain is the liquidating trustee appointed pursuant to the
plans of liquidation approved in the Chapter 11 cases of the
Debtor's affiliates in St. Louis, Missouri.
AIR CANADA: Term Loan B Repricing No Impact on Fitch's BB- IDR
--------------------------------------------------------------
Fitch Ratings does not expect the planned re-pricing of Air
Canada's senior secured term loan B, due in 2023, to impact the
ratings of the company or the loan. Air Canada's Long-Term Issuer
Default Rating (IDR) is 'BB-'/Stable. Fitch rates the term loan
'BB+/RR1'.
Air Canada is in the process of re-pricing its existing USD$800
million term loan B due in 2023. The facility is secured by certain
real estate, ground service equipment, slots & gates, and certain
Pacific route rights. The re-pricing will not affect the key
provisions, the collateral, or maturity of the loan.
The 'BB+'/'RR1' rating on the term loan is based on Fitch's
recovery analysis, in a scenario in which a distressed enterprise
value is allocated to the various debt classes in a going-concern
scenario (which Fitch consider the most likely). The 'RR1' Recovery
Rating reflects Fitch's belief that secured creditors would receive
superior recovery based on an estimate of Air Canada's enterprise
value. In a going-concern scenario, recovery values are supported
by the underlying collateral's importance to Air Canada.
Air Canada's 'BB-' Long-Term IDR is supported by the company's
improving financial position, including leverage that has declined
markedly from the high levels seen after the previous recession,
along with the company's commitment to further reduce leverage
going forward. Air Canada's balance sheet also benefits from the
elimination of the company's pension deficit and its growing base
of high-quality unencumbered assets. The rating is also supported
by Air Canada's sizeable liquidity balance, which at year-end 2017
included CAD3.8 billion in cash and equivalents plus full
availability under the company's USD300 million revolver. Fitch
also views positively the company's efforts at cost reduction,
which have proven successful over the last several years, including
a 3% reduction in CASM (cost per available seat mile) in 2017.
Fitch's primary concerns include a highly competitive aviation
environment and other factors that are typical for the airline
industry including rising fuel prices, cyclicality, high operating
leverage, and exposure to exogenous shocks.
Fitch currently rates Air Canada:
Air Canada
-- Long-Term IDR 'BB-';
-- Senior secured term loan B 'BB+'/'RR1'
-- Senior secured revolving credit facility 'BB+'/'RR1'
-- Senior secured notes 'BB+'/'RR1'
-- senior unsecured debt 'BB-'/'RR4'
The Rating Outlook is Stable.
AJUBEO LLC: Files Amended Chapter 11 Plan of Liquidation
--------------------------------------------------------
Ajubeo, LLC, filed with the U.S. Bankruptcy Court for the District
of Colorado a disclosure statement for its amended chapter 11 plan
of liquidation dated Feb. 20, 2018.
The Debtor has liquidated substantially all of its assets through
the Sale and no longer maintains operations. The Debtor holds
approximately $600,000 in cash in its Debtor-in-Possession
operating account, which is subject to the lien of Integrity
Capital Income Fund, Inc. The Debtor's primary shareholder will
contribute funds to the estate to assist with the payments and
obligations contemplated under the Plan. Priority non-tax claims
(i.e., outstanding priority employee claims) will be paid on the
Effective Date. An administrative expense claim bar date will be
set and allowed administrative expense claims will be paid.
Remaining funds in the Debtor's DIP operating account will be
distributed to Integrity. The Plan also calls for the appointment
of a Plan Administrator to, among other things, evaluate the Causes
of Action and, if appropriate, pursue them for the benefit of
unsecured creditors. Allowed professional fees, the fees and
expenses of the Plan Administrator and its professionals, and the
cost of pursuing Causes of Action will be paid with funds that
remain in the Debtor's Professional Fee Reserve.
Each holder of an Allowed Priority Non-Tax Claim in Class 1 will
receive, in full satisfaction of such Claim, Cash on the Effective
Date equal to the Allowed amount of such Claim. Estimated
distribution for this class is 100%.
The Troubled Company Reporter previously reported that general
unsecured claimants will recover 0-100% depending on results of
litigation brought by Plan Administrator.
A full-text copy of the Latest Disclosure Statement is available
at:
http://bankrupt.com/misc/cob17-17924-204.pdf
A full-text copy of the Amended Liquidation Plan is available at:
http://bankrupt.com/misc/cob17-17924-205.pdf
About Ajubeo, LLC
Ajubeo, LLC -- https://www.ajubeo.com/ -- is a privately held
provider of internet infrastructure software and equipment.
Founded in 2011 and headquartered in Greater Denver Area in
Boulder, Colorado, Ajubeo serves clients all over the world with
datacenter hubs in Denver, New Jersey, Frankfurt, and Dusseldorf
Germany.
Ajubeo, LLC, filed a Chapter 11 petition (Bankr. D. Col. Case No.
17-17924) on Aug. 25, 2017. In the petition signed by Jeff Kuo,
chairman of the Board of Managers, the Debtor estimated $1 million
to $10 million in assets and liabilities.
Joshua M. Hantman, Esq., at Brownstein Hyatt Farber Schreck, LLP,
serves as counsel to the Debtor.
ALGODON WINES: Scott L. Mathis Holds 14.6% Stake as of Dec. 31
--------------------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange
Commission, Scott L. Mathis disclosed that as of Dec. 31, 2017, he
beneficially owns 7,990,082 shares of common stock of Algodon Wines
& Luxury Development Group, Inc., constituting 14.6 percent of the
shares outstanding. A full-text copy of the regulatory filing is
available for free at https://is.gd/w2HUcy
About Algodon Wines
Through its wholly-owned subsidiaries, Algodon Wines & Luxury
Development Group, Inc. -- http://www.algodongroup.com/-- invests
in, develops and operates real estate projects in Argentina. Based
in New York, AWLD operates a hotel, golf and tennis resort,
vineyard and producing winery in addition to developing residential
lots located near the resort. The activities in Argentina are
conducted through its operating entities: InvestProperty Group,
LLC, Algodon Global Properties, LLC, The Algodon - Recoleta S.R.L,
Algodon Properties II S.R.L., and Algodon Wine Estates S.R.L. AWLD
distributes its wines in Europe through its United Kingdom entity,
Algodon Europe, LTD.
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.
Algodon Wines reported a net loss of $10.04 million on $1.52
million of sales for the year ended Dec. 31, 2016, compared to a
net loss of $8.27 million on $1.86 million of sales for the year
ended Dec. 31, 2015. As of Sept. 30, 2017, Algodon Wines had $8.84
million in total assets, $4.03 million in total liabilities, $7.61
million in series B convertible redeemable preferred stock and a
$2.80 million total stockholders' deficiency.
ALPHABET ENERGY: Ares Values $3.4 Million Loan at 12% of Face
-------------------------------------------------------------
Ares Capital Corporation has marked its $3.4 million in loans
extended to privately held Alphabet Energy, Inc. to market at
$400,000 or about 11.8% of the outstanding amount, as of Dec. 31,
2017, according to a disclosure contained in a Form 10-K filing
with the Securities and Exchange Commission for the fiscal year
ended Dec. 31, 2017.
Ares extended to Alphabet Energy a First lien senior secured loan,
with $3.4 million par value, in December 2013. The loan was due
August 2017.
Alphabet Energy, Inc. -- https://www.alphabetenergy.com/ -- is a
technology developer to convert waste-heat into electricity.
ALPHATEC HOLDINGS: Niraj Gupta Has 6.4% Stake as of Dec. 31
-----------------------------------------------------------
In a Schedule 13G/A filed with the Securities and Exchange
Commission, Niraj Gupta disclosed that as of Dec. 31, 2017, he
beneficially owns 1,067,469 shares of common stock of Alphatec
Holdings, Inc., constituting 6.4 percent of the shares outstanding.
The shares of Common Stock reported in the Schedule 13G are held
by Niraj Gupta directly or through his individual retirement
account. The percentage ownership is based upon 16,724,080 shares
of Common Stock outstanding as of Nov. 1, 2017 as reported in the
Issuer's Form 10-Q Quarterly Report filed on Nov. 9, 2017. A
full-text copy of the regulatory filing is available for free at
https://is.gd/njmqO7
About Alphatec Holdings
Alphatec Holdings, Inc., through its wholly owned subsidiary
Alphatec Spine, Inc. -- http://www.alphatecspine.com/-- is a
medical device company that designs, develops, and markets spinal
fusion technology products and solutions for the treatment of
spinal disorders associated with disease and degeneration,
congenital deformities, and trauma. The Company's mission is to
improve lives by providing innovative spine surgery solutions
through the relentless pursuit of superior outcomes. The Company
markets its products in the U.S. via independent sales agents and a
direct sales force.
Alphatec reported a net loss of $29.92 million in 2016, a net loss
of $178.7 million in 2015 and a net loss of $12.88 million in 2014.
As of Sept. 30, 2017, Alphatec had $79.77 million in total assets,
$89.68 million in total liabilities, $23.60 million in redeemable
preferred stock and a total stockholders' deficit of $33.51
million.
"We have incurred significant net losses since inception and relied
on our ability to fund our operations through revenues from the
sale of our products, debt financings and equity financings,
including the Private Placement in March 2017. As we have incurred
losses, a successful transition to profitability is dependent upon
achieving a level of revenues adequate to support our cost
structure. This may not occur and, unless and until it does, we
will continue to need to raise additional capital. At September
30, 2017, our principal sources of liquidity consisted of cash of
$15.4 million and accounts receivable, net of $13.3 million. We
believe that our current available cash, combined with committed
financing proceeds and draws on our revolving credit facility, will
be sufficient to fund our planned expenditures and meet our
obligations for at least 12 months following our financial
statement issuance date," the Company stated in its quarterly
report for the period ended Sept. 30, 2017.
ALTA MESA: Completes Business Combination with Silver Run
---------------------------------------------------------
Silver Run Acquisition Corporation II has completed its business
combination with Alta Mesa Holdings, LP and Kingfisher Midstream,
LLC. The transaction was approved by the board of directors of
Silver Run II and was approved at a special meeting of Silver Run
II's stockholders on Feb. 6, 2018 by 98.43% of stockholders voting
in person or by proxy at the special meeting. In connection with
the closing of the transaction, Silver Run II has been renamed Alta
Mesa Resources, Inc., and its common stock and warrants will be
traded on the NASDAQ Capital Market under the symbols "AMR" and
"AMRRW," respectively, beginning on Feb. 12, 2018.
The size of Alta Mesa Resources' board of directors has been
increased from four members to eleven members, and consists of
James T. Hackett, Harlan H. Chappelle, Michael E. Ellis, David M.
Leuschen, Pierre F. Lapeyre, Jr., William W. McMullen, Don
Dimitrievich, William D. Gutermuth, Jeffrey H. Tepper, Diana J.
Walters and Donald R. Sinclair.
Following the closing, Riverstone Holdings LLC and Alta Mesa
management collectively own a significant portion of Alta Mesa
Resources, representing approximately 33% of Alta Mesa Resources'
market capitalization. In addition, the equity holders of
Kingfisher collectively own approximately 14% of Alta Mesa
Resources’ market capitalization.
In connection with the closing, Alta Mesa entered into an amended
and restated senior secured revolving credit facility that provides
for an aggregate of $1.0 billion with an initial $350.0 million
borrowing base limit. Kingfisher is also a party to a $200 million
revolving credit facility. As of the closing, neither Alta Mesa
nor Kingfisher has any outstanding borrowings under their
respective credit facilities or letter of credit reimbursement
obligations.
Advisors
Citigroup Global Markets Inc. acted as capital markets advisor to
Silver Run II. Latham & Watkins LLP acted as legal counsel to
Riverstone and Silver Run II. Haynes and Boone, LLP acted as legal
counsel to Alta Mesa. Bracewell LLP acted as legal counsel to
Kingfisher. Kirkland & Ellis LLP acted as legal counsel to Bayou
City Energy Management LLC.
About Riverstone
Riverstone is an energy and power-focused private investment firm
founded in 2000 by David M. Leuschen and Pierre F. Lapeyre, Jr.
with over $37 billion of capital raised. Riverstone conducts buyout
and growth capital investments in the exploration & production,
midstream, oilfield services, power, and renewable sectors of the
energy industry. With offices in New York, London, Houston, and
Mexico City, Riverstone has committed over $36 billion to more than
130 investments in North America, Latin America, Europe, Africa,
Asia, and Australia.
About HPS Investment Partners, LLC
HPS Investment Partners, LLC is a global investment firm with a
focus on non-investment grade credit. Established in 2007, HPS has
approximately 100 investment professionals and over 200 total
employees, and is headquartered in New York with ten additional
offices globally. HPS was originally formed as a unit of
Highbridge Capital Management, LLC, a subsidiary of J.P. Morgan
Asset Management, and formerly known as Highbridge Principal
Strategies, LLC. In March 2016, the principals of HPS acquired the
firm from J.P. Morgan, which retained Highbridge's hedge fund
strategies. As of January 2018, HPS had approximately $44 billion
of assets under management and since inception has invested over $4
billion in the energy and power industries.
About BCE
BCE is a private equity firm founded in 2015 to focus on making
investments in the North American upstream oil and gas sector. BCE
targets privately negotiated investments through two complementary
strategies: providing buyout and growth equity capital for
operators with current production and exploitable upside, and
partnering with operators to provide dedicated drilling capital in
off-balance sheet structures.
About Alta Mesa
Headquartered in Houston, Texas, Alta Mesa Holdings, LP --
http://www.altamesa.net/-- is a privately-held, independent
exploration and production company primarily engaged in the
acquisition, exploration, development and production of oil,
natural gas and natural gas liquids within the United States. The
Company has transitioned its focus from its diversified asset base
composed of a portfolio of conventional assets to an oil and
liquids-rich resource play in the eastern portion of the Anadarko
Basin in Oklahoma (the "STACK") with an extensive inventory of
drilling opportunities.
Alta Mesa reported a net loss of $167.9 million for the year ended
Dec. 31, 2016, and a net loss of $131.8 million for the year ended
Dec. 31, 2015. The Company's balance sheet at Sept. 30, 2017,
showed $1.08 billion in total assets, $866.39 million in total
liabilities and $217.5 million in partners' capital.
AMERICAN CRYOSTEM: Incurs $554K Net Loss in First Quarter
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American Cryostem Corporation filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q reporting a
net loss of $554,393 on $539,266 of total revenues for the three
months ended Dec. 31, 2017, compared to a net loss of $94,751 on
$320,471 of total revenues for the three months ended Dec. 31,
2016.
As of Dec. 31, 2017, American CryoStem had $1.40 million in total
assets, $1.97 million in total liabilities and $571,240 of total
shareholders' deficit.
"We have suffered recurring losses from operations since our
inception. In addition, we have yet to generate an internal cash
flow from our business operations or successfully raised the
financing required to expand our business. As a result of these
and other factors, our independent auditor has expressed
substantial doubt about our ability to continue as a going concern.
Our future success and viability, therefore, are dependent upon
our ability to generate capital financing. The failure to generate
sufficient revenues or raise additional capital may have a material
and adverse effect upon us and our shareholders.
"Our plans with regard to these matters encompass the following
actions: (i) obtaining funding from new investors to alleviate our
working capital deficiency, and (ii) implementing a plan to
generate sales of our proposed products. Our continued existence
is dependent upon our ability to resolve our liquidity problems and
achieve profitability in our current business operations. However,
the outcome of management's plans cannot be ascertained with any
degree of certainty. Our financial statements do not include any
adjustments that might result from the outcome of these risks and
uncertainties."
Liquidity and Capital Resources
As of Dec. 31, 2017, the Company had a cash balance of $140,564 and
accounts receivable of $419,879. The Company's sources of funds
were tissue processing and storage fees, international product
sales, consulting and licensing fees.
"Should we be unable to raise sufficient funds, we will be required
to curtail our operating plans if not cease them entirely. We
cannot assure you that we will generate the necessary funding to
operate or develop our business.
"In the event that we are able to obtain the necessary financing to
move forward with our business plan, we expect that our expenses
will increase significantly as we attempt to grow our business.
Accordingly, the above estimates for the financing required may not
be accurate and must be considered in light these circumstances.
"There was no significant impact on the Company's operations as a
result of inflation for the quarter ended December 31, 2017."
Cash Requirements
The Company said it will require additional capital to fund
marketing, operational expansion, processing staff training, as
well as for working capital. The Company is attempting to raise
sufficient funds would enable it to satisfy its cash requirements
for a period of the next 12 to 24 months. In order to finance
further market development with the associated expansion of
operational capabilities for the time period, the Company will need
to raise additional working capital.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/Tn7Ngk
About American CryoStem
American CryoStem Corporation, founded in 2008, is a biotechnology
company, standardizing adipose tissue derived technologies (Adult
Stem Cells) for the fields of Regenerative and Personalized
Medicine. Headquartered in Eatontown, New Jersey, the Company
operates a state-of-art, FDA-registered, laboratory in Monmouth
Junction, New Jersey and licensed laboratories in Hong Kong, China
and Tokyo, Japan, which operate on its proprietary platform,
dedicated to the collection, processing, bio-banking, of adipose
tissue (fat) and culturing and differentiation of adipose derived
stem cells (ADSCs) for current or future use in regenerative
medicine. CRYO maintains a strategic portfolio of intellectual
property (IP) that surrounds our technology which supports a
growing pipeline of stem cell applications and biologic products.
The Company has also secured a number of online domain names
relevant to its business, including
http://www.americancryostem.com/and
http://www.acslaboratories.com/
American CryoStem incurred a net loss of $1.22 million for the year
ended Sept. 30, 2017, following a net loss of $1.88 million for the
year ended Sept. 30, 2016.
Leigh J. Kremer, CPA, in Red Bank, New Jersey, issued a "going
concern" qualification in its report on the consolidated financial
statements for the year ended Sept. 30, 2017, citing 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.
AMERICANN INC: Closes $810,000 Unsecured Notes Financing
--------------------------------------------------------
Americann, Inc., sold on Feb. 12, 2018, convertible notes in the
principal amount of $810,000 to a group of accredited investors.
The notes bear interest at 8% per year, are unsecured, and are due
and payable on Dec. 31, 2018. At the option of the note holders,
the notes may be converted at any time into shares of the Company's
common stock at an initial conversion price of $1.50 per share.
The note holders also received warrants which entitle them to
purchase up to 540,000 shares of the Company's common stock. The
warrants are exercisable at a price of $1.50 per share and expire
on Oct. 17, 2022.
About Americann
Headquartered in Denver, Colorado, AmeriCann offers a
comprehensive, turnkey package of services that includes
consulting, design, construction and financing to approved and
licensed marijuana operators throughout the United States. The
Company's business plan is based on the anticipated growth of the
regulated marijuana market in the United States.
Americann reported a net loss of $2.77 million for the year ended
Sept. 30, 2017, compared to a net loss of $2.21 million for the
year ended Sept. 30, 2016. As of Dec. 31, 2017, Americann had
$5.53 million in total assets, $2.97 million in total liabilities
and $2.56 million in total stockholders' equity.
MaloneBailey, LLP, in Houston, Texas, issued a "going concern"
opinion in its report on the consolidated financial statements for
the year ended Dec. 31, 2017 stating that the Company suffered
recurring losses from operations and has an accumulated deficit.
These conditions raise significant doubt about the Company’s
ability to continue as a going concern.
AMERICANN INC: Further Amends MMP Lease to Extend Funding Deadline
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Americann, Inc., closed the previously announced acquisition of a
52.6-acre parcel of undeveloped land in Freetown, Massachusetts on
Oct. 17, 2016. The Company plans to develop the property as the
Massachusetts Medical Cannabis Center.
As part of a simultaneous transaction, the Company sold the
property to Massachusetts Medical Properties, LLC and the Company
and MMP entered into a lease, pursuant to which MMP leased the
property to the Company for an initial term of fifty years.
Under the terms of the lease, the Company had until Oct. 16, 2017
to obtain capital funding for the construction of the first phase
building. On Oct. 17, 2017 the Company and MMP amended the lease
to provide that the Company will have until 16 months from Oct. 17,
2016 to raise $2.6 million for the construction of the first phase
of the MMCC.
On Feb. 16, 2018 the Company and MMP amended the lease for the
second time to provide that the Company will have until 18 months
from Oct. 17, 2016 to raise $2.6 million for the construction of
the first phase of the MMCC. If the Company is unable to raise
$2.6 million on or before 18 months from Oct. 17, 2016, the lease
will terminate.
As further consideration for the second amendment to the lease, the
Company issued a warrant which allows MMP to purchase 50,000
shares of the Company's common stock at a price of $1.50 per share.
The warrant expires on Oct. 17, 2022.
About Americann
Headquartered in Denver, Colorado, AmeriCann offers a
comprehensive, turnkey package of services that includes
consulting, design, construction and financing to approved and
licensed marijuana operators throughout the United States. The
Company's business plan is based on the anticipated growth of the
regulated marijuana market in the United States.
Americann reported a net loss of $2.77 million for the year ended
Sept. 30, 2017, compared to a net loss of $2.21 million for the
year ended Sept. 30, 2016. As of Dec. 31, 2017, Americann had
$5.53 million in total assets, $2.97 million in total liabilities
and $2.56 million in total stockholders' equity.
MaloneBailey, LLP, in Houston, Texas, issued a "going concern"
opinion in its report on the consolidated financial statements for
the year ended Dec. 31, 2017 stating that the Company suffered
recurring losses from operations and has an accumulated deficit.
These conditions raise significant doubt about the Company’s
ability to continue as a going concern.
AMERICANN INC: Posts First Quarter Net Loss of $1.37 Million
------------------------------------------------------------
Americann, Inc., filed with the Securities and Exchange Commission
its quarterly report on Form 10-Q reporting a net loss of $1.37
million on $0 of total revenues for the three months ended Dec. 31,
2017, compared to a net loss of $516,765 on $15,000 of total
revenues for the three months ended Dec. 31, 2016.
As of Dec. 31, 2017, Americann had $5.53 million in total assets,
$2.97 million in total liabilities and $2.56 million in total
stockholders' equity.
The Company had an accumulated deficit of $10,051,189 and
$8,676,825 at Dec. 31, 2017, and Sept. 30, 2017, respectively, and
had a net loss of $1,374,364 for the three months ended Dec. 31,
2017. The Company said these matters, among others, raise
substantial doubt about its ability to continue as a going
concern.
"While the Company is attempting to increase operations and
generate additional revenues, the Company's cash position may not
be significant enough to support the Company's daily operations.
Management intends to raise additional funds through the sale of
its securities," said the Company in the Report.
"Management believes that the actions presently being taken to
further implement its business plan and generate additional
revenues provide the opportunity for the Company to continue as a
going concern. While the Company believes in the viability of its
strategy to generate additional revenues and in its ability to
raise additional funds, there can be no assurances to that effect.
The ability of the Company to continue as a going concern is
dependent upon the Company's ability to further implement its
business plan and generate additional revenues."
During the three months ended Dec. 31, 2017, the Company's net cash
flows used in operations were $628,639 as compared to net cash
flows used in operations of $786,520 for the three months ended
Dec. 31, 2016. The decrease is primarily due to the timing of
working capital payments
Cash flows used in investing activities were $1,153 for the three
months ended Dec. 31, 2017, consisting of additions to construction
in progress. Cash flows provided by investing activities were
$6,238 for the three months ended Dec. 31, 2016, consisting of
advances made on notes receivable of $79,993, offset by $86,231 of
payments received from notes receivable.
Cash flows provided by financing activities were $1,726,000 for the
three months ended Dec. 31, 2017, consisting of proceeds from notes
payable. Cash flows provided by financing activities were
$1,583,027 for the three months ended December 31, 2016, consisting
of net proceeds from the issuance of common stock of $1,806,274,
proceeds from notes payable of $24,657, offset by payments on notes
payable to related parties of $20,000 and payments on notes payable
of $227,904.
The Company sold its property in Denver, Colorado, yielding
proceeds of $1,608,451 which were used to pay down existing debt,
which is reflected as a noncash financing and investing activity in
its statement of cash flows for the quarter ended Dec. 31, 2017.
The Company does not have any firm commitments from any person to
provide it with any capital.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/gGykkq
About Americann
Headquartered in Denver, Colorado, AmeriCann offers a
comprehensive, turnkey package of services that includes
consulting, design, construction and financing to approved and
licensed marijuana operators throughout the United States. The
Company's business plan is based on the anticipated growth of the
regulated marijuana market in the United States.
Americann reported a net loss of $2.77 million for the year ended
Sept. 30, 2017, compared to a net loss of $2.21 million for the
year ended Sept. 30, 2016.
MaloneBailey, LLP, in Houston, Texas, issued a "going concern"
opinion in its report on the consolidated financial statements for
the year ended Dec. 31, 2017 stating that the Company suffered
recurring losses from operations and has an accumulated deficit.
These conditions raise significant doubt about the Company’s
ability to continue as a going concern.
ARCH COAL: Moody's Hikes CFR to Ba3; Outlook Stable
---------------------------------------------------
Moody's Investors Service upgraded the ratings of Arch Coal, Inc.,
including the company's corporate family rating (CFR) to Ba3 from
B1, probability of default rating (PDR) to Ba3-PD from B1-PD, and
the rating on first lien senior secured term loan to Ba3 from B1.
Moody's also upgraded the company's Speculative Grade Liquidity
Rating to SGL-1 from SGL-2. The outlook is stable.
Upgrades:
Issuer: Arch Coal, Inc.
-- Corporate Family Rating, Upgraded to Ba3 from B1
-- Speculative Grade Liquidity Rating, Upgraded to SGL-1 from
SGL-2
-- Probability of Default Rating, Upgraded to Ba3-PD from B1-PD
-- Senior Secured Bank Credit Facility, Upgraded to Ba3(LGD4)
from B1(LGD4)
Outlook Actions:
Issuer: Arch Coal, Inc.
-- Outlook, Remains Stable
RATINGS RATIONALE
The upgrade reflects the improved fundamentals in the metallurgical
coal markets, coupled with the highly competitive cost position of
the company's Leer Mine. This underground longwall operation has
the capacity to produce 3 to 3.5 million tons of High Vol A
metallurgical coal, and is at the low end of the global cost curve.
Moody's expect that the mine would remain cash flow generative even
if metallurgical coal prices were to retreat back to the levels
seen in 2016.
The ratings continue to reflect the company's position as a leading
producer of metallurgical coal and second largest producer of
thermal coal in the United States. Subsequent to restructuring, the
company serves two discrete markets and operates a portfolio of
nine large, well-capitalized and low-cost mines well positioned to
compete in the global metallurgical and thermal coal markets. The
company's key contributors to EBITDA are the Leer metallurgical
coal mine in Appalachia expected to produce roughly 3.5 million
tons per year, and the Black Thunder mine in the Powder River
Basin, expected to produce over 70 million tons of coal per year.
The ratings reflect the company's modest leverage of roughly 1x in
2017, and approximately 2x in 2018, assuming average metallurgical
coal benchmark settlements of $120 per tonne.
The Ba3 rating on the term loan, in line with the CFR, reflects the
preponderance of secured debt in the capital structure, and the
expected collateral coverage in the event of bankruptcy. The
company's capital structure also includes a $160MM accounts
receivable securitization facility and a $40MM inventory ABL.
The company has good liquidity, including over $400 million in cash
and cash equivalents at December 31, 2017. Moody's expect positive
free cash flows over the next twelve months at current prices.
The stable outlook reflects Moody's expectation of positive free
cash flows and solid contracted position.
The ratings could be upgraded if the rate of secular decline in the
US thermal coal industry were to slow or reverse, and if
metallurgical coal markets were to show more stability and
predictability. The ratings could also be upgraded in the event of
material growth in scale and diversity.
The ratings could be downgraded if Debt/ EBITDA, as adjusted, were
to increase above 3x, if free cash flows were to turn negative, or
if liquidity were to deteriorate.
The principal methodology used in these ratings was Global Mining
Industry published in August 2014.
AVEANNA HEALTHCARE: Moody's Alters Outlook to Neg. & Affirms B3 CFR
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Moody's Investors Service changed the ratings outlook for Aveanna
Healthcare LLC ("Aveanna," f/k/a as BCPE Eagle Buyer, LLC) and its
debt to negative from stable. Moody's also affirmed the company's
existing ratings, including the B3 Corporate Family Rating (CFR)
and B3-PD Probability of Default Rating (PDR).
"The negative outlook reflects Aveanna's weak financial
performance, driven in large part by the challenging reimbursement
environment which has adversely impacted its Texas therapy
business, in particular, as well as some difficulty in integrating
recent acquisitions" said Vladimir Ronin, Moody's lead analyst for
the company. "While the company continues to implement various
cost-savings initiatives to mitigate headwinds in its Texas therapy
segment, the magnitude and timing of these remain uncertain," added
Ronin. As a result, Moody's expects financial leverage to remain
very high, rather than decline as originally posited. Additionally,
Moody's expects Aveanna's cash flow profile to be more constrained
than initially contemplated, as integration costs have been and
will likely continue to be meaningfully higher than anticipated.
The following ratings were affirmed:
Corporate Family Rating, B3
Probability of Default Rating, B3-PD
$75 million Senior Secured First Lien Revolver expiring 2022, B2
(LGD3)
$585 million Senior Secured First Lien Term Loan due 2024, B2
(LGD3)
$240 million Senior Secured Second Lien Term Loan due 2025, Caa2
(LGD5)
The ratings outlook was changed to negative from stable.
RATINGS RATIONALE
The B3 Corporate Family Rating for Aveanna Healthcare LLC broadly
reflects the company's very high financial leverage, a highly
concentrated payor mix with significant Medicaid exposure, and
relatively limited geographic diversity. Moody's assessment of the
company's underlying credit profile also incorporates noteworthy
industry pressures, which will make it difficult for Aveanna to
meaningfully improve its earnings and cash generation, according to
the rating agency. The company consists of the merger of two home
healthcare companies: Epic Health Services and PSA Healthcare.
Moody's estimates pro forma debt/EBITDA of more than 9.0 times,
including synergies.
Despite the critical nature of care provided to patients, including
children who require private duty nursing at home, Aveanna has
exposure to state budgetary pressures, which will continue to focus
on healthcare spending. Moody's expects the state of Texas, which
represents roughly 40% of pro forma revenue, to remain one of the
most aggressive states with regard to cost reductions. The rating
also reflects Moody's belief that the company will continue to
pursue an aggressive growth strategy, including acquisitions that
are likely to be at least partially funded with incremental debt,
and which in turn will limit debt repayment. The rating benefits
from Aveanna's leading niche position in the otherwise fragmented
market of pediatric home health services, and favorable long-term
industry growth prospects. The overall market has solid growth
prospects due to population trends, and its service offerings will
remain critical in nature.
Factors that could lead to an upgrade include demonstration that
any further adverse reimbursement changes will be manageable
without a major contraction in earnings or cash flow, increased
payor and geographic diversity, improvement in liquidity reflected
by consistent generation of positive free cash flow, and
debt/EBITDA sustained below 5.5 times. Conversely, factors that
could lead to a downgrade include additional significant
reimbursement reductions and/or wage pressure, incurrence of new
debt prior to significant progress in integrating PSA, or
additional deterioration in liquidity.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
Headquartered in Atlanta, Georgia, Aveanna Healthcare LLC was
formed through the merger of pediatric home healthcare companies
Epic Health Services and PSA Healthcare. The company is a leading
provider of pediatric skilled nursing and therapy services, as well
as adult home health services, including skilled nursing, therapy,
personal care, behavioral health and Autism. The company is
majority-owned by the private equity firms Bain Capital and J. H.
Whitney. The company generated approximately $1.1 billion of
revenue in 2017 (on a proforma basis for the merger).
AVOLON HOLDINGS: Fitch Affirms 'BB' Longterm Issuer Default Rating
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Fitch Ratings has affirmed the Long-Term Issuer Default Rating
(IDR) for Avolon Holdings Limited (Avolon) at 'BB'. Fitch has also
affirmed the IDR and senior unsecured debt rating of Park Aerospace
Holdings Limited, an Avolon subsidiary, at 'BB'. The Rating Outlook
is Stable.
Avolon announced that it will pay a dividend of $250 million to its
direct owner, Bohai Capital Holding Co., Ltd. (Bohai Capital),
amend its guarantee structure to eliminate potential structural
subordination amongst the debt issuing entities, and introduce a
mandatory redemption covenant, limiting payments to Bohai Capital
within certain thresholds. Fitch views these collective
announcements as credit neutral.
KEY RATING DRIVERS - IDRs, SECURED DEBT, UNSECURED DEBT
The rating affirmation reflects Avolon's high quality commercial
aircraft portfolio; scale and franchise strength as one of the
world's largest aircraft leasing companies; strong profitability;
robust risk controls; and strong management track record. The
ratings are constrained by Avolon's predominantly secured,
wholesale funded debt profile; elevated leverage, defined as gross
debt to tangible common equity; aggressive growth via its order
book and stated acquisition appetite; and qualitative
considerations surrounding Avolon's ownership structure.
Avolon's gross debt to tangible common equity ratio was 3.6x as of
Dec. 31, 2017 and will increase modestly following the dividend
payment. Fitch believes Avolon will look to manage gross debt to
tangible common equity within a range of 3.0x-3.5x over the
intermediate term, driven primarily by the amortization of
intangible assets (maintenance right assets and lease premium), and
within its target range of 2.5x-3.0x over the long term.
The amendment to the existing guarantee structure seeks to ensure
that Avolon's full operations explicitly support unsecured debt
repayment. Fitch views this favorably as it reduces organizational
complexity.
The mandatory redemption covenant further formalizes the
segregation of Avolon's financial resources from Bohai Capital and
HNA Group Co. Ltd. (HNA), Bohai Capital's majority owner. Fitch
views this development favorably because it places explicit
limitations on Bohai's ability to extract capital from Avolon in
addition to the pre-existing insulation framework.
Fitch does not publicly rate HNA or Bohai Capital but views the
entities as having highly speculative risk profiles. The funding
and liquidity needs of HNA and Bohai Capital have indicated the
potential for capital extraction from Avolon during periods of
stress, but the introduction of the mandatory redemption covenant
is expected to limit payments from Avolon to Bohai Capital. The
covenant will include a general basket of $800 million and a net
income builder basket representing 50% of consolidate net income.
As of Dec. 31, 2017, Avolon had loan facilities of $237.5 million
outstanding to Bohai Capital. Avolon itself did not originate this
loan but assumed it when Avolon integrated Hong Kong Aviation
Capital Limited into Avolon in 2016.
As of Dec. 31, 2017, Avolon was the third largest aircraft lessor
in the world, with 908 owned, managed and committed aircraft leased
to 153 customers. In addition to the diversification benefits that
come with size, Fitch believes that increased scale provides
certain strategic benefits to Avolon, such as a larger presence in
the growing Asia-Pacific market, increased purchasing/negotiating
power, a platform through which it can grow managed aircraft with
institutional partners, and more available channels to re-lease
planes when needed. For example, Avolon placed 10 of 13 aircraft
previously leased to Air Berlin and Monarch, which filed for
bankruptcy during 2017, by year-end 2017.
Fitch expects that Avolon's lease revenue yields will be
approximately 12% over the next several years, indicating strong
profitability prospects from contractual leases. Avolon has placed
approximately 75% of its committed aircraft through 2019, with 27
committed aircraft available for lease. The company also has eight
aircraft available for lease roll-off in 2018. Overall, the
company's average remaining lease term was 6.6 years as of Dec. 31,
2017, supporting cash flow predictability absent material lessee
bankruptcies.
Fitch considers Avolon's asset quality to be strong. The average
fleet age was 5.3 years as of Dec. 31, 2017, which is young
relative to the aircraft lessor peer group and supports demand in
the current market environment. Avolon continues to sell older
aircraft at gains ranging from 8%-9%.
Avolon's order book as of Dec. 31, 2017 totaled 339 planes,
including new technology aircraft such as the A320neo, A321neo,
A330neo, B737 MAX 8/9, and B787-8/9. The order book represented
37.3% of the owned, managed and committed fleet (59.6% of the owned
and managed fleet) at Dec. 31, 2017, and Avolon has signaled that
further growth is possible. The order book and other funding
requirements will create a need for consistent access to the debt
markets in Fitch's opinion.
Nevertheless, near-term liquidity is viewed as solid as pro forma
liquidity sources (cash and liquid investments, next 12 months
funds from operations, available undrawn debt facilities, and
expected proceeds from aircraft disposals) adequately cover uses
(capital expenditures, debt principal repayments, pre-delivery
payments, and other corporate uses) by 1.4x over the next 12
months. The solid liquidity profile is a result of Avolon's capital
markets activities, most recently an upsizing of the revolving
warehouse facility.
Avolon's ratings remain constrained by a funding profile comprised
primarily of secured debt. Approximately 24% of Avolon's debt was
unsecured as of Dec. 31, 2017, which was within Fitch's 'bb'
quantitative benchmark range for balance sheet-intensive finance
and leasing companies. Still, the company had approximately $2
billion of unencumbered aircraft assets, which Fitch believes
provides some financial and operational flexibility.
The Stable Outlook reflects expectations that Avolon will continue
to maintain scale and strong fleet characteristics, operating
consistency, economic access to the capital markets to fund its
order book, gross debt to tangible common equity at 3.5x or below,
and a stable liquidity profile.
The secured debt ratings of Avolon subsidiaries are one notch above
Avolon's Long-Term IDR and reflect the aircraft collateral backing
these obligations, which suggest good recovery prospects.
The equalization of the unsecured debt rating with Avolon's IDR
reflects modest unsecured debt as a portion of total debt, as well
as an available pool of unencumbered assets, which suggest average
recovery prospects for unsecured debtholders.
RATING SENSITIVITIES - IDRs, SECURED DEBT, UNSECURED DEBT
Avolon's ratings could benefit from execution on planned
deleveraging, resulting in debt/tangible common equity approaching
the company's long-term gross debt to tangible common equity target
of 2.5x-3.0x, and execution on planned deleveraging at Bohai
Capital, resulting in reduced double leverage. The maintenance of a
strong separation framework, including adherence to limitations on
capital extraction and/or intercompany loans and the mandatory
redemption covenant, would also be viewed favorably.
A sustained increase in gross debt to tangible common equity above
4.0x, as a result of an increased risk appetite or asset
underperformance by Avolon's owners, may result in negative rating
momentum.
Additionally, a perceived weakening of the credit risk profiles of
Avolon's direct or indirect owners; higher-than-expected aircraft
repossession activity; sustained deterioration in financial
performance or operating cash flows; and/or material weakening of
liquidity relative to financing needs may result in negative
pressure on the ratings.
Fitch has affirmed the following ratings:
Avolon Holdings Limited
-- Long-Term IDR at 'BB'; Outlook Stable;
-- Senior secured debt at 'BB+'.
Avolon TLB Borrower 1 (Luxembourg) S.a.r.l.
-- Long-Term IDR at 'BB'; Outlook Stable;
-- Senior secured debt at 'BB+'.
Avolon TLB Borrower 1 (US) LLC
-- Long-Term IDR at 'BB'; Outlook Stable;
-- Senior secured debt at 'BB+'.
CIT Aerospace International
-- Senior secured debt at 'BB+'.
CIT Aerospace LLC
-- Senior secured debt at 'BB+'.
CIT Aviation Finance III Limited
-- Senior secured debt at 'BB+'.
CIT Group Finance (Ireland)
-- Senior secured debt at 'BB+'.
Park Aerospace Holdings Limited
-- Long-Term Issuer Default Rating at 'BB'; Outlook Stable;
-- Senior unsecured notes at 'BB'.
AVOLON HOLDINGS: Moody's Affirms Ba2 CFR; Outlook Stable
--------------------------------------------------------
Moody's Investors Service affirmed the Ba2 corporate family rating
of Avolon Holdings Limited (Avolon), the Ba1 senior secured rating
of Avolon TLB Borrower 1 (US) LLC and the Ba3 senior unsecured
rating of Park Aerospace Holdings Limited. The outlook for the
ratings remains stable. This follows Avolon's announcement that it
will amend indentures to improve the structure of corporate debt
guarantees and install a mandatory redemption covenant relating to
shareholder distributions and affiliate investments. The company
also announced that it will pay a $250 million dividend to its
parent in the first quarter of 2018.
Affirmations:
Issuer: Avolon Holdings Limited
-- Corporate Family Rating, Affirmed Ba2, stable
Issuer: Avolon TLB Borrower 1 (US) LLC
-- Senior Secured Bank Credit Facility, Affirmed Ba1
Issuer: Park Aerospace Holdings Limited
-- Senior Unsecured Regular Bond/Debenture, Affirmed Ba3
Outlook Actions:
Issuer: Avolon Holdings Limited
-- Outlook, Remains Stable
Issuer: Avolon TLB Borrower 1 (US) LLC
-- Outlook, Remains Stable
Issuer: Park Aerospace Holdings Limited
-- Outlook, Remains Stable
RATINGS RATIONALE
Avolon's ratings are supported by its increased franchise strength
after its acquisition of the aircraft leasing business of CIT Group
Inc. (CIT, Ba2 stable) in April 2017, as well as the high quality
fleet and new aircraft order book that Moody's expect will result
in solid future profitability. The ratings also reflect Avolon's
moderate leverage profile compared to peers, steps the company has
taken to strengthen liquidity, but continued high reliance on
secured financing.
Moody's affirmed Avolon's ratings and maintained the stable outlook
after considering the positive effects of the company's plans on
its corporate governance and the strength and quality of its
capital, with manageable negative effects on leverage and
liquidity. The credit beneficial plans are partially offset by the
weakened financial condition of Avolon's parent Bohai Capital
Holding Co., Ltd. (Bohai) and its controlling shareholder, the HNA
Group (HNA), relating to their constrained liquidity and high debt
levels.
The key positive element of the plan is the new mandatory
redemption covenant which will limit certain payments from Avolon
to Bohai, strengthening creditor protection from excessive outflows
of capital. The covenant permits distributions of 50% of annual net
consolidated income and distributions from a separate cumulative
allowance of $800 million, subject to a mandatory redemption in the
event of covenant breach and covenant suspension if leverage is
within certain limits, if there is a change of control and no
credit deterioration, or if the company's ratings improve to
investment grade. In Moody's view, the amended guarantee structure
will overcome structural subordination within the senior unsecured
class of debt that results from Park Aerospace Holdings Limited
(Ba3 stable) unsecured notes having a guarantee from parent Avolon
but not from Avolon's operating subsidiaries Avolon Aerospace
Leasing Limited and Hong Kong Aviation Capital Limited.
Moody's expects that dividends Avolon pays will increase the
parent's capacity to repay borrowed funds injected into Avolon as
equity to facilitate its acquisition of CIT's aircraft leasing
business. While the permitted distributions are a reduction of
equity that will moderately increase Avolon's leverage, repayment
of the parent debt will reduce double leverage, improving the
quality of Avolon's capital. Moody's expects that Avolon will be
able to maintain net debt to equity of less than 3x and a ratio of
liquidity sources to uses of at least 1.2x even if the company
utilizes a high percentage of its dividend paying capacity under
the amendment.
Avalon's credit worthiness is tempered by Bohai's weakened
creditworthiness. Bohai has been slower to reduce leverage, extend
debt maturities and improve liquidity than Moody's anticipated. In
Moody's view, the weakened profiles of Bohai and HNA remain a
source of operating and financial risk for Avolon because of an
existing intercompany loan to Bohai and leases to HNA's airlines.
Avolon's rating outlook is stable, reflecting Moody's expectations
that the company will capably manage its leverage and liquidity
levels, its aircraft leasing and remarketing risk, and generate
strong operating results.
Moody's could upgrade Avolon's ratings if the company 1) further
diversifies its funding to include additional unsecured sources,
with a strong liquidity buffer; 2) maintains solid profitability
and capital adequacy levels; 3) effectively manages the financing
and lease risks of its committed aircraft orders; and 4)
successfully manages operating and financial risks relating to
weaker parent Bohai. Moody's could downgrade Avolon's ratings if
the firm pursues aggressive growth that results in significantly
higher leverage, its liquidity position weakens, profitability
declines materially below peers, or if credit deterioration at its
parent negatively affects Avolon's financial profile.
AXESSTEL INC: ComVen V, et al, Cease to Hold Stock as of Dec. 20
----------------------------------------------------------------
ComVen V, LLC, ComVentures V, L.P., ComVentures V-B CEO Fund, L.P.,
ComVentures V Entrepreneurs' Fund, L.P., and Roland A. Van der Meer
disclosed in a Schedule 13D/A filed with the Securities and
Exchange Commission that as of Dec. 20, 2017, they have ceased to
beneficially own shares of common stock of Axesstel, Inc. A
full-text copy of the regulatory filing is available for free at:
https://is.gd/jARGjk
About Axesstel
Axesstel Inc., based in San Diego, Calif., develops fixed wireless
voice and broadband access solutions for the worldwide
telecommunications market. The Company's product portfolio
includes fixed wireless phones, wire-line replacement terminals,
and 3G and 4G broadband gateway devices used to access voice
calling and high-speed data services.
Axesstel disclosed net income of $4.31 million for the year ended
Dec. 31, 2012, as compared with net income of $1.09 million in
2011. The Company's balance sheet at Sept. 30, 2013, showed $9.23
million in total assets, $23.33 million in total liabilities and a
$14.10 million total stockholders' deficit.
BALLANTRAE LLC: IRS Unsecured Claim Added in Latest Plan
--------------------------------------------------------
Ballantrae, LLC, filed with the U.S. Bankruptcy Court for the
Southern District of Florida a second amended plan of
reorganization, which proposes to pay creditors from future
income.
The second amended plan adds the unsecured claim of the Internal
Revenue Service in Class 2. The IRS has asserted an unsecured claim
in the amount of $1,950. The Debtor will pay the claim in full by
paying $195 a month for 10 months.
Classified in Class 2 under the previous plan, the members of the
Debtor are now classified in Class 3.
A full-text copy of the Second Amended Plan is available for free
at:
http://bankrupt.com/misc/flsb17-13427-98.pdf
About Ballantrae, LLC
Ballantrae, LLC, has a fee simple interest in a property located at
5397 Roebuck Road, Jupiter, Florida. It operates a pre-school/day
care facility doing business as Oceanside Academy School at the
property.
Ballantrae, LLC, filed a Chapter 11 petition (Bankr. S.D. Fla. Case
No. 17-13427) on March 22, 2017. In the petition signed by Corinne
Gates, Manager Member, the Debtor disclosed $2.03 million in total
assets and $3.42 million in total liabilities. The Debtor tapped
Brian K. McMahon, Esq., at Brian K. McMahon, as counsel.
BCML HOLDINGS: Taps Mancuso Law as Legal Counsel
------------------------------------------------
BCML Holding LLC received interim approval from the U.S. Bankruptcy
Court for the Southern District of Florida to hire Mancuso Law,
P.A., as its legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; negotiate with creditors in the preparation of a
bankruptcy plan; and provide other legal services related to its
Chapter 11 case.
Nathan Mancuso, Esq., at Mancuso Law, disclosed in a court filing
that he and his firm do not hold or represent any interest adverse
to the Debtor's estate.
Mancuso Law can be reached through:
Nathan G. Mancuso, Esq.
Mancuso Law, P.A.
Boca Raton Corporate Centre
7777 Glades Rd., Suite 100
Boca Raton, FL 33434
Tel: 561-245-4705
Fax: 561-226-2575
Email: ngm@mancuso-law.com
About BCML Holding
BCML Holding LLC owns in fee simple five condominium units in Miami
and Aventura, Florida, with an aggregate appraisal value of $3.38
million.
BCML Holding sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D. Fla. Case No. 18-11600) on Feb. 12, 2018. In the
petition signed by Erik Wesoloski, Esq., attorney in fact, the
Debtor disclosed $3.38 million in assets and $3.61 million in
liabilities. Judge Erik P. Kimball presides over the case.
BEDROCK HOLDINGS: Seeks Approval of Disclosure Statement
--------------------------------------------------------
Bedrock Holdings, Inc. requests the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania to set a date for distribution of
the Disclosure Statement, setting objection dates thereto, and
scheduling a hearing, on the approval of the Disclosure Statement.
On January 24, 2018 the Debtor filed a Disclosure Statement and
Plan. Accordingly, the Court should set dates for hearing on the
adequacy of the Disclosure Statement and the filing of objections
to same.
Class 1 - Secured Real Estate Tax Creditors (approximately $90,000)
will receive distribution of 100% of their allowed claims, with
applicable interest, over 60 months following the effective date,
giving credit to adequate protection payments currently being made
to creditor Northwestern Lehigh School District. Class 2 -
Ownership Interest of the sole shareholder, Robert Koch, will
retain his equity position in the Debtor. There are no general
unsecured creditors.
Payments and distributions under the Plan will be funded initially
by contributions from Mr. and Mrs. Koch. These amounts should be
approximately $1,500 per month. The Debtor and his wife generate
the following monthly income: Mr. and Mrs. Koch: $2,760 per month,
from Social Security and pensions; and Mrs. Koch, $2,400 per month,
on average, from full-time employment at Amazon.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/paeb17-16283-55.pdf
About Bedrock Holdings, Inc.
Bedrock Holdings, Inc. filed a Chapter 11 bankruptcy petition
(Bankr. E.D.Pa. Case No. 17-16283) on September 14, 2017. The
petition was signed by Robert N. Koch, president. Kevin K. Kercher,
Esq., at The Law Office of Kevin K. Kercher, Esq., PC serves as
bankruptcy counsel. At the time of bankruptcy filing, the Debtor
had $500,001 to $1 million in estimated assets and $50,001 to
$100,000 in estimated liabilities.
BIKRAM'S YOGA: Needs to Obtain Financial & Other Commitments
------------------------------------------------------------
Bikram's Yoga College of India, a California limited partnership,
and affiliates Bikram Choudhury Yoga Inc., a California
corporation, Bikram Inc., a Delaware corporation, Yuz Inc., a
California corporation, and International Trading Representative,
LLC, a Delaware limited liability company ask the U.S. Bankruptcy
Court for the Central District of California to extend the
exclusivity periods for the Debtors to file a plan of
reorganization and obtain acceptance thereof, respectively, to and
including July 6, 2018, and to and including Sept. 4, 2018,
respectively.
A hearing on the Debtors' request is set for March 8, 2018, at
11:30 a.m.
The Debtors say that their goal since the filing of these cases has
been to obtain requisite financing, develop and implement a new
business plan, restart operations, generate revenue, negotiate with
creditors, and develop and implement an appropriate exit strategy.
The Debtors have been in active discussions with potential lenders,
and have made substantial progress in obtaining financing
commitments. The Debtors expect to be able to present a proposed
financing arrangement within the next few weeks. However, at this
time, there are simply too many contingencies and "moving pieces"
for the Debtors to be able to propose, or proceed with, a plan of
reorganization, since the actual terms of any plan will in
substantial part depend on what type of financing the Debtors are
able to obtain, and the outcome of the Debtors' negotiations with
creditors and other parties in interest. Given these cases
realities, the Debtors submit that the more prudent approach would
be to obtain the necessary financial and other commitments, prior
to filing and attempting to obtain approval of a plan of
reorganization.
The Debtors tell the Court that despite substantial operational and
financial challenges, they have properly administered their cases
and they are generally compliant with the requirements and
obligations of chapter 11 debtors in possession. The Debtors have
attended their initial debtor interviews and section 341(a)
meetings of creditors. The Debtors have timely filed their
Schedules of Assets and Liabilities and Statements of Financial
Affairs. The Debtors are requesting an extension of their
respective exclusivity periods in good faith for the purpose of
designing an appropriate exit strategy once the pending case
contingencies are resolved. The Debtors are not seeking an
extension of exclusivity in order to exert undue influence in their
negotiations with creditors.
There are five separate Debtors with complex operational and
financial difficulties which the Debtors are attempting to address
as efficiently as possible.
The Debtors believe that proposing a plan and filing a disclosure
statement now, without more certainty with respect to the future of
the Debtors' operations and financing, would not be beneficial to
the Debtors' bankruptcy estates. Moreover, the Debtors are making
efforts to negotiate with creditors. Finally, the Debtors' goal
since the filing of these cases has been to develop an appropriate
exit strategy for the benefit of the Debtors' creditors.
The Debtors believe that during the next approximate 120 days, the
Debtors will have: (1) obtained financing; (2) finalized and
commenced the implementation of a strategic business plan to
restart business operations and generate revenue; (3) an
opportunity to negotiate with judgment and lien creditors.
However, there are simply too many contingencies and "moving
pieces" for the Debtors to be able to propose, or proceed with, a
plan of reorganization at this time, since the actual terms of any
plan will in substantial part depend on what type of transaction
the Debtors are able to negotiate and under what terms. The
Debtors submit that these contingencies warrant an extension of the
exclusivity periods.
The Debtors state that the fact they are engaged in the
aforementioned considerations, analysis, and efforts, demonstrates
that the Debtors are engaged in taking steps towards the
formulation of a viable plan. The Debtors believe it would be
premature to file a plan now, but believe that the Debtors should
be afforded the opportunity to have the "first-shot" at presenting
a plan, as debtors in possession and fiduciaries of these estates.
As a result, this factor weighs in favor of extending the Debtors'
plan exclusivity periods.
The Debtors assure the Court that they will be able to get current
with their post-petition obligations. The Debtors have properly
administered their cases, and are compliant with all requirements
and obligations of Chapter 11 debtors in possession. The Debtors
will be able to get current with any outstanding post-petition
financial obligations once they obtain financing. The Debtors are
requesting an extension in good faith for the purpose of
designating an appropriate exit strategy once an accurate purview
of these cases as a whole is established.
The Debtors claim that they have properly administered their
complex bankruptcy cases. The Debtors have complied with all of
the material requirements of the U.S. Bankruptcy Code, the Federal
Rules of Bankruptcy Procedure, and the Office of the U.S. Trustee.
Under these circumstances, an extension of the exclusivity periods
for filing and obtaining confirmation of a plan of reorganization
can be granted with the confidence that the Debtors are in full
compliance with the requirements that are conditions to the Debtors
maintaining their exclusive rights to file a plan of reorganization
and gain acceptance thereof. As a result, this factor weighs in
favor of extending the Debtors' plan exclusivity periods.
A copy of the Debtors' request is available at:
http://bankrupt.com/misc/cacb17-12045-63.pdf
About Bikram's Yoga
Indian yoga guru Bikram Choudhury founded Bikram Choudhury Yoga,
the studio that popularized doing yoga in sauna heat. Choudhury
built a worldwide following with 26 yoga postures, known as Bikram
Yoga, in rooms heated to 105 degrees Fahrenheit.
Bikram's Yoga College of India, and related entities Bikram
Choudhury Yoga Inc., Bikram Inc., Yuz Inc., and Int'l Trading
Representative sought Chapter 11 protection (Bankr. C.D. Cal. Lead
Case No. 17-12045) on Nov. 9, 2017 after being dogged by $16.7
million in legal judgments.
Mr. Choudhury is facing allegations and lawsuits of sexual
misconduct by a number of his yoga practitioners, students,
instructors and teacher trainees. The yoga guru has denied
wrongdoing but has fled the U.S. after a warrant has been issued
for his arrest in May. A warrant for his arrest was issued for his
arrest after he failed to pay a judgment awarded to Minakshi
Jafa-Bodden, his former legal counsel.
Bikram's Yoga College of India estimated under $100,000 in assets.
Bikram Choudhury Yoga Inc. estimated under $50,000 in assets.
Bikram Inc. estimated under $1 million in assets. Yuz Inc.
estimated under $100,000 in assets. Int'l Trading Representative
listed under $500,000 in assets. The Debtors, other than Int'l
Trading, estimated under $50 million in estimated liabilities.
Int'l Trading said its liabilities are under $500,000.
The Chapter 11 petitions were signed by John A. Bryan, Jr., as CEO.
An Oct. 15, 2017 document attached to the petition showed that Mr.
Choudhury, general partner, appointed Mr. Bryan as CEO and Chief
Restructuring Officer. Mr. Bryan is the CEO of restructuring firm
The Watley Group, LLC.
The case judge is Hon. Deborah J. Saltzman.
Levene, Neale, Bender, Yoo & Brill LLP serves as counsel to the
Debtors. The Watley Group is the restructuring advisor.
BILL BARRETT: Renaissance Technologies Has 6.4% Stake as of Aug. 3
------------------------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange
Commission, Renaissance Technologies LLC and Renaissance
Technologies Holdings Corporation reported that as of Aug. 3, 2017,
they beneficially own 6,266,600 shares of common stock of
Bill Barrett Corporation, constituting 6.44 percent of the shares
outstanding. A full-text copy of the regulatory filing is
available for free at https://is.gd/2gtAMr
About Bill Barrett
Bill Barrett Corporation (NYSE: BBG), headquartered in Denver,
Colorado -- http://www.billbarrettcorp.com/-- is an independent
energy company that develops, acquires and explores for oil and
natural gas resources. All of its assets and operations are
located in the Rocky Mountain region of the United States.
Bill Barrett reported a net loss of $170.4 million on $178.8
million of total operating revenues for the year ended Dec. 31,
2016, compared to a net loss of $487.8 million on $207.9 million of
total operating revenues for the year ended Dec. 31, 2015. As of
Sept. 30, 2017, the Company had $1.33 billion in total assets,
$815.49 million in total liabilities and $515.01 million in total
stockholders' equity.
* * *
In April 2017, Moody's Investors Service upgraded Bill Barrett's
Corporate Family Rating (CFR) to 'Caa1' from 'Caa2' and its
existing senior unsecured notes' ratings to 'Caa2' from 'Caa3'.
"The upgrade of Bill Barrett's ratings is driven by the reduction
of default risk supported by the company's large cash balance and
improved debt maturity profile," said Prateek Reddy, Moody's lead
analyst. "The company's credit metrics are likely to soften in
2017 because of the roll off of higher priced hedges, but the
metrics should strengthen along with production growth in 2018."
BIOSCRIP INC: Camber Capital Lowers Stake to 1.9% as of Dec. 31
---------------------------------------------------------------
Camber Capital Management LLC and Stephen DuBois disclosed in a
Schedule 13G/A filed with the Securities and Exchange Commission
that as of Dec. 31, 2017, they beneficially own 2,540,200 shares of
common stock of BioScrip, Inc., representing 1.99 percent of the
shares outstanding. A full-text copy of the regulatory filing is
available for free at:
https://is.gd/L3MVDX
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: Gilder Gagnon Reports 12.25% Stake as of Dec. 31
--------------------------------------------------------------
Gilder, Gagnon, Howe & Co. LLC reported in a Schedule 13G/A filed
with the Securities and Exchange Commission that as of Dec. 31,
2017, it beneficially owns 15,625,055 shares of common stock of
BioScrip, Inc., constituting 12.25 percent of the shares
outstanding. The shares reported include 11,938,743 shares held in
customer accounts over which partners and/or employees of the
Reporting Person have discretionary authority to dispose of or
direct the disposition of the shares, 448,566 shares held in the
account of the profit sharing plan of the Reporting Person, and
3,237,746 shares held in accounts owned by the partners of the
Reporting Person and their families. A full-text copy of the
regulatory filing is available at https://is.gd/1xJSF2
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: Venor Capital Has 11.1% Stake as of Dec. 31
---------------------------------------------------------
In a Schedule 13G/A filed with the Securities and Exchange
Commission, Venor Capital Management LP, Venor Capital Management
GP LLC, Jeffrey A. Bersh and Michael J. Wartell disclosed that as
of Dec. 31, 2017, they beneficially own 14,207,992 shares of common
stock of BioScrip, Inc., constituting 11.14 percent of the shares
outstanding. Venor Special Situations Fund II LP and Venor Special
Situations GP LLC also reported beneficial ownership of 3,774,209
Common Shares (or 2.96%).
Venor Capital Management serves as investment manager or investment
adviser to the Accounts with respect to which it has voting and
dispositive authority over the Shares reported in the Schedule 13G.
Venor Capital GP is the general partner of Venor Capital
Management, and as such, it may be deemed to control Venor Capital
Management and therefor may be deemed to be the indirect beneficial
owner of the Shares reported in the Schedule 13G. Venor Special
Situations is one of the Accounts and directly owns certain of the
Shares as reported in the Schedule 13G with respect to which it has
voting and dispositive authority over those Shares. Venor Special
Situations GP is the general partner of Venor Special Situations,
and as such, it may be deemed to control Venor Special Situations
and therefore may be deemed to be the indirect beneficial owners of
certain of the Shares. Mr. Jeffrey A. Bersh is a managing member
of Venor Capital GP and Venor Special Situations GP and co-chief
investment officer of Venor Capital Management, and as such, he may
be deemed to control Venor Capital GP, Venor Special Situations GP
and Venor Capital Management, respectively, and therefore may be
deemed to be the indirect beneficial owner of the Shares reported.
Mr. Michael J. Wartell is a managing member of Venor Capital GP and
Venor Special Situations GP and co-chief investment officer of
Venor Capital Management, and as such, he may be deemed to control
Venor Capital GP, Venor Special Situations GP and Venor Capital
Management, respectively, and therefore may be deemed to be the
indirect beneficial owner of the Shares reported.
A full-text copy of the regulatory filing is available at:
https://is.gd/yub4OC
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."
BIOSERV CORP: District Court Junks Bid to Withdraw Reference
------------------------------------------------------------
District Judge M. James Lorenz entered an order denying Plaintiff
GXP CDMO, Inc.'s motion to withdraw reference in the case captioned
GXP CDMO, Inc., Plaintiff, v. ADVANTAR LABORATORIES, Inc.,
Defendant, Case No. 3:17-cv-01910-L-NLS (S.D. Cal.)
Plaintiff GXP initiated the litigation by filing for Chapter 11
bankruptcy. Subsequently, Plaintiff initiated an adversary
proceeding against Defendant Advantar. Plaintiff moved to withdraw
the reference and have all pretrial matters heard by the District
Court. In support of its motion, Plaintiff cited 28 U.S.C. section
157 (e) and argued that the Court must grant its motion in full
because it has requested a jury trial and does not consent to the
Bankruptcy Court conducting the jury trial.
Plaintiff is correct to assert that 28 U.S.C. section 157 (e) and
the Seventh Amendment to the U.S. Constitution grant it the right
to a jury trial conducted by an Article III Judge. However, it does
not follow that all pretrial matters should immediately be assigned
to the District Court. Rather, concerns of judicial economy and
efficiency often require that the Bankruptcy Court retain pretrial
jurisdiction.
A copy of Judge Lorenz's Order dated Feb. 6, 2018 is available at
https://is.gd/KPEkLi from Leagle.com.
GXP CDMO, Inc., a California Corporation formerly known as Bioserv
Corporation, Appellant, represented by Benjamin Carson --
ben@benjamincarsonlaw.com -- Benjamin Carson Law Office.
Advantar Laboratories, Inc, a Delaware Corporation, Appellee,
represented by Amy B. Alderfer -- aalderfer@cozen.com -- Cozen
O'Connor.
About Bioserv Corp.
Headquartered in San Diego, California, Bioserv Corporation, now
known as GXP CDMO, Inc., filed for Chapter 11 bankruptcy protection
(Bankr. S.D. Calif. Case No. 14-08651) on Oct. 31, 2014, estimating
its assets at between $500,000 and $1 million and its liabilities
at between $1 million and $10 million. The petition was signed by
Albert Hansen, CEO.
Judge Margaret M. Mann presides over the case. Benjamin Carson,
Esq., at Benjamin Carson Law Office serves as the Debtor's
bankruptcy counsel.
On Nov. 3, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.
BIOSTAGE INC: Says It Has Emerged Stronger After Setback
--------------------------------------------------------
Biostage, Inc., hosted a conference call with investors on Feb. 13,
2018, during which the Company provided an update on recent events
at the Company and discussed other matters relating to the
business, including operations, plans and outlook.
The Chief Executive Officer of Biostage, Mr. Jim McGorry, said in
the call,
"It's good to finally be in a position to provide an update to you
again. I know all of you have been wondering what happened since
our last business update six months ago. I'll be the first to tell
you, it's been a lot, and despite a temporary setback, much has
changed for the better since."
"Over this period, Biostage faced a financial crisis. Like many
biotech companies before us, Biostage nearly had to close its doors
because of lack of funds, and I really want to stress that it's
purely a matter of funding as we believe our technology and the
science behind it are robust as ever. Our cutting edge technology
and desire to develop a successful treatment for patients were the
driving force that kept us going, and I'm happy to report that the
company is emerging from a transformation that's created a much
leaner, more efficient and more focused business."
"Biostage has been through a difficult period, but we emerge in
many ways stronger. From all traumatic experiences, learning is
logarithmic, and Biostage is no exception. As a result, we have
put processes in place to more effectively execute our development
plan for this cutting edge technology."
About Biostage
Headquartered in Holliston, Massachusetts, Biostage, Inc., formerly
Harvard Apparatus Regenerative Technology, Inc. --
http://www.biostage.com/-- is a biotechnology company developing
bio-engineered organ implants based on the Company's new Cellframe
technology which combines a proprietary biocompatible scaffold with
a patient's own stem cells to create Cellspan organ implants.
Cellspan implants are being developed to treat life-threatening
conditions of the esophagus, bronchus or trachea with the hope of
dramatically improving the treatment paradigm for patients. Based
on its pre-clinical data, Biostage has selected life-threatening
conditions of the esophagus as the initial clinical application of
its technology.
Biostage reported a net loss of $11.57 million for the year ended
Dec. 31, 2016, compared to a net loss of $11.70 million for the
year ended Dec. 31, 2015. The Company's balance sheet as of Sept.
30, 2017, showed $2.55 million in total assets, $2.07 million in
total liabilities and $477,000 in total stockholders' equity.
KPMG LLP, in Cambridge, Massachusetts, 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 will require additional financing to
fund future operations which raise substantial doubt about its
ability to continue as a going concern.
BLINK CHARGING: Horton Capital Narrows Stake to 4.2% as of Feb. 14
------------------------------------------------------------------
Horton Capital Partners Fund, LP, Horton Capital Partners LLC,
Horton Capital Management, LLC and Joseph M. Manko, Jr., disclosed
in a Schedule 13G/A filed with the Securities and Exchange
Commission that as of Feb. 14, 2018, they beneficially own 798,918
shares of common stock of Blink Charging Co., constituting 4.2
percent of the shares outstanding. The percentage is calculated
upon 19,228,892 of common stock issued and outstanding after the
offering as of Feb. 14, 2018, pursuant to the Form 424B4 filed by
the Issuer on Feb. 16, 2018.
HCPF owns directly 4,800 shares of Common Stock and 24,180 shares
of Series C Preferred Stock that will convert into an aggregate of
794,118 shares of Common Stock based on receiving shares worth
$2,700,000 (based on the number of outstanding Series C Preferred
Shares owned by HCPF (i) divided by the public offering price of
$4.25, (ii) multiplied by 80%). Pursuant to investment management
agreements, HCM maintains investment and voting power with respect
to the securities held by HCPF. HCP is the general partner of
HCPF. Mr. Manko is the managing member of both HCM and HCP.
A full-text copy of the regulatory filing is available at:
https://is.gd/zxZZJi
About Blink Charging
Based in Miami Beach, Florida, Blink Charging Co. (OTC: CCGID),
formerly known as Car Charging Group, Inc. --
http://www.CarCharging.com/, http://www.BlinkNetwork.com/and
http://www.BlinkHQ.com/-- is a national manufacturer of public
electric vehicle (EV) charging equipment, enabling EV drivers to
easily charge at locations throughout the United States.
Headquartered in Florida with offices in Arizona and California,
Blink Charging's business is designed to accelerate EV adoption.
Blink Charging offers EV charging equipment and connectivity to the
Blink Network, a cloud-based software that operates, manages, and
tracks the Blink EV charging stations and all the associated data.
Blink Charging also has strategic property partners across multiple
business sectors including multifamily residential and commercial
properties, airports, colleges, municipalities, parking garages,
shopping malls, retail parking, schools, and workplaces.
The Company's name change to Blink Charging from Car Charging
Group, Inc., integrates the Company's largest operating entity,
Blink Network, and represents the thousands of Blink EV charging
stations that the Company owns and/or operates, and the Blink
network, the software that manages, monitors, and tracks the Blink
EV stations and all its charging data.
Car Charging reported a net loss attributable to common
shareholders of $9.16 million for the year ended Dec. 31, 2016,
compared with a net loss attributable to common shareholders of
$9.58 million for the year ended Dec. 31, 2015. As of Sept. 30,
2017, Blink Charging had $1.90 million in total assets, $67.79
million in total liabilities, $825,000 in series B convertible
preferred stock, and a $66.71 million total stockholders'
deficiency.
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 net losses since
inception 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.
BON-TON STORES: Hires A&G Realty as Real Estate Advisors
--------------------------------------------------------
The Bon-Ton Stores, Inc., and its debtor-affiliates, seek authority
from the U.S. Bankruptcy Court for the District of Delaware to
employ A&G Realty Partners, LLC, as real estate advisors to the
Debtors.
Bon-Ton Stores requires A&G Realty to:
-- consult with the Debtors' management, including with
respect to the Debtors' goals, objectives and financial
parameters in relation to the Debtors' leases and owned
properties;
-- review and analyze the Debtors' leases and owned
properties, and provide advice and guidance with respect
thereto;
-- negotiate with the landlords of the Properties on behalf of
the Debtors to assist the Debtors in obtaining lease
modifications;
-- negotiate with the landlords of the Properties and other
third parties on behalf of the Debtors to assist the
Debtors in obtaining lease terminations, as appropriate;
-- negotiate with the landlords of the Properties and other
third parties on behalf of the Debtors to assist the
Debtors in obtaining sales for the Debtors' leased and
owned properties;
-- negotiate with the landlords of the Properties on behalf of
the Debtors to assist the Debtors in mitigating rejection
or termination damage claims;
-- market the leases and owned properties as deemed necessary;
and
-- report periodically to the Debtors regarding the status of
the above-described services.
A&G Realty will be paid as follows:
-- Monetary Lease Modifications: For each acceptable Monetary
Lease Modification obtained by A&G Realty on behalf of the
Debtors, A&G Realty shall earn and be paid a fee in the
amount of 3% of the Occupancy Cost Savings per Lease.
-- Non-Monetary Lease Modifications: For each Non-Monetary
Lease Modification obtained by A&G Realty on behalf of the
Debtors, A&G Realty shall earn and be paid a fee of
$5,000 per Lease.
-- Kick-Outs: In the event that A&G Realty obtains a kick-out
right on behalf of the Debtors and the Debtors approve such
kick-out right, then A&G Realty shall earn and be paid a
fee in the amount of 1/2 of 1 month's Gross Occupancy Cost.
-- Lease Sales: For each Lease Sale obtained by A&G Realty on
behalf of the Debtors, A&G Realty shall earn and be paid a
fee of 4% of the Occupancy Savings and Gross Proceeds.
-- Property Sales: For each Property Sale obtained by A&G
Realty on behalf of the Debtors, A&G Realty shall earn and
be paid a fee of 2% of the Gross Proceeds of the sale.
-- Landlord Consents: For each Landlord Consent obtained by
A&G Realty on behalf of the Debtors, A&G shall earn and be
paid a fee of $500 per Lease.
-- Lease Claim Mitigations: For each Lease Claim Mitigation
obtained by A&G Realty on behalf of the Debtors as a part
of the chapter 11 cases, A&G Realty shall earn and be paid
a fee of 3% of the Lease Claim Mitigation savings amount.
-- Legal Fees: If requested by the Debtors, A&G Realty shall
draft each Service Document negotiated on behalf of the
Debtors pursuant to the terms negotiated between A&G Realty
and the landlord/third party. A&G Realty shall work with
the Debtors and the landlord/third party to help ensure
that the Document is accurately documented and executed in
a timely manner. In connection with such services, the
Debtors shall pay A&G Realty a fee in the amount of three
$300 per hour not to exceed a total of two thousand dollars
per Lease, as applicable.
A&G Realty will be paid a retainer in the amount of $150,000.
Andrew Graiser, co-president of A&G Realty Partners, LLC, assured
the Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.
A&G Realty can be reached at:
Andrew Graiser
A&G REALTY PARTNERS, LLC
445 Broadhollow Road, Suite 410
Melville, NY 11747
Tel: (631) 420-0044
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.
The Bon-Ton Stores, Inc., sought Chapter 11 protection (Bankr. D.
Del. Case No. 18-10248) on Feb. 4, 2018. In the petitions signed
by Executive Vice President and CFO Michael Culhane, the Debtor
disclosed total assets at $1.58 billion and total debt at $1.74
billion.
The Bon-Ton Stores tapped Paul, Weiss, Rifkind, Wharton & Garrison
LLP as counsel; Young Conaway Stargatt & Taylor, LLP as co-counsel;
Joseph A. Malfitano, PLLC, as special counsel; PJT Partners LP as
investment banker; AP Services, LLC as financial advisor; and A&G
Realty Partners LLC, as real estate advisor; and Prime Clerk LLC,
as administrative advisor.
Andrew R. Vara, Acting U.S. Trustee for Region 3, on Feb. 15, 2018,
appointed seven creditors to serve on the official committee of
unsecured creditors in the Chapter 11 case.
BON-TON STORES: Hires Joseph A. Malfitano as Special Counsel
------------------------------------------------------------
The Bon-Ton Stores, Inc., and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the District of Delaware to
employ Joseph A. Malfitano, PLLC, as special counsel to the
Debtors.
Bon-Ton Stores requires Joseph A. Malfitano to provide specialized
advice associated with the solicitation and negotiation of bids
related to potential store asset dispositions as part of the
Debtors' restructuring efforts.
Joseph A. Malfitano will be paid at the hourly rate of $725.
Joseph A. Malfitano received from the Debtors a retainer in the
amount of $40,000. As of the Petition Date, Joseph A. Malfitano was
holding $33,982.50 after application of the Retainer to outstanding
balances existing prior to the Petition Date.
Joseph A. Malfitano will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Joseph A. Malfitano, a partner at Joseph A. Malfitano, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.
Joseph A. Malfitano can be reached at:
Joseph A. Malfitano, Esq.
JOSEPH A. MALFITANO, PLLC
747 Third Avenue, 2nd Floor
New York, NY 10017
Tel: (646) 776-0155
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.
The Bon-Ton Stores, Inc., sought Chapter 11 protection (Bankr. D.
Del. Case No. 18-10248) on Feb. 4, 2018. In the petitions signed
by Executive Vice President and CFO Michael Culhane, the Debtor
disclosed total assets at $1.58 billion and total debt at $1.74
billion.
The Bon-Ton Stores tapped Paul, Weiss, Rifkind, Wharton & Garrison
LLP as counsel; Young Conaway Stargatt & Taylor, LLP as co-counsel;
Joseph A. Malfitano, PLLC, as special counsel; PJT Partners LP as
investment banker; AP Services, LLC as financial advisor; and A&G
Realty Partners LLC, as real estate advisor; and Prime Clerk LLC,
as administrative advisor.
Andrew R. Vara, Acting U.S. Trustee for Region 3, on Feb. 15, 2018,
appointed seven creditors to serve on the official committee of
unsecured creditors in the Chapter 11 case.
BON-TON STORES: Hires Prime Clerk as Administrative Advisor
-----------------------------------------------------------
The Bon-Ton Stores, Inc., and its debtor-affiliates, seek authority
from the U.S. Bankruptcy Court for the District of Delaware to
employ Prime Clerk LLC, as administrative advisor to the Debtors.
Bon-Ton Stores requires Prime Clerk to:
a. assist with, among other things, solicitation, balloting,
and tabulation of votes, and prepare any related reports,
as required in support of confirmation of a chapter 11
plan, and in connection with such services, process
requests for documents from parties in interest, including,
if applicable, brokerage firms, bank back-offices, and
institutional holders;
b. prepare an official ballot certification and, if necessary,
testify in support of the ballot tabulation results;
c. assist with the preparation of the Debtors' schedules of
assets and liabilities and statements of financial affairs
and gather data in conjunction therewith;
d. provide a confidential data room, if requested;
e. manage and coordinate any distributions pursuant to a
chapter 11 plan; and
f. provide such other processing, solicitation, balloting, and
other administrative services described in the Engagement
Agreement, but not covered by the Section 156(c) Order, as
may be requested from time to time by the Debtors, the
Court, or the Office of the Clerk of the Bankruptcy Court
(the "Clerk").
Prime Clerk will be paid at these hourly rates:
Director of Solicitation $210
Solicitation Consultant $190
COO and Executive VP No charge
Director $175-$195
Consultant/Senior Consultant $65-$165
Technology Consultant $35-$95
Analyst $30-$50
Prime Clerk will be paid a retainer in the amount of $50,000.
Prime Clerk will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Benjamin J. Steele, vice president of Prime Clerk LLC, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.
Prime Clerk can be reached at:
Benjamin J. Steele
PRIME CLERK LLC
830 3rd Avenue, 9th Floor
New York, NY 10022
Tel: (212) 257-5450
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.
The Bon-Ton Stores, Inc., sought Chapter 11 protection (Bankr. D.
Del. Case No. 18-10248) on Feb. 4, 2018. In the petitions signed
by Executive Vice President and CFO Michael Culhane, the Debtor
disclosed total assets at $1.58 billion and total debt at $1.74
billion.
The Bon-Ton Stores tapped Paul, Weiss, Rifkind, Wharton & Garrison
LLP as counsel; Young Conaway Stargatt & Taylor, LLP as co-counsel;
Joseph A. Malfitano, PLLC, as special counsel; PJT Partners LP as
investment banker; AP Services, LLC as financial advisor; and A&G
Realty Partners LLC, as real estate advisor; and Prime Clerk LLC,
as administrative advisor.
Andrew R. Vara, Acting U.S. Trustee for Region 3, on Feb. 15, 2018,
appointed seven creditors to serve on the official committee of
unsecured creditors in the Chapter 11 case.
BON-TON STORES: Seek to Hire Ordinary Course Professionals
----------------------------------------------------------
The Bon-Ton Stores, Inc., and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the District of Delaware to
employ Ordinary Course Professionals to the Debtors.
Bon-Ton Stores seek to employ the following Ordinary Course
Professionals:
Ordinary Course Professionals Services
Barley Snyder, Esq. Trademarks, litigation,
126 East King Street benefits matters
Lancaster, PA 17602
DUANE MORRIS LLP Securities, litigation
30 South 17th Street matters
Philadelphia, PA 19103-4196
ALSTON & BIRD LLP Financial, accounting
90 Park Avenue matters
New York, NY 10016
Cozen O'Connor, Esq. Corporate legal matters
One Liberty Place
1650 Market Street, Suite 2800
Philadelphia, PA 19103
FREDRIKSON & BYRON, P.A. Tax appraisers
200 South Sixth Street,
Suite 4000
Minneapolis, MN 55402
EUGENE L GRIFFIN & Tax appeal matters
ASSOCIATES, LTD
29 North Wacker Drive
Chicago, IL 60606-3215
J. Gregory Yawman Finance regulatory
3002 Jackson Ridge Court matters
Phoenix, MD 21131
HINSHAW & CULBERTSON LLP Litigation matters
8142 Solutions Center Drive
Chicago, IL 60677-8001
KELLEY DRYE & WARREN LLP Litigation matters
101 Park Avenue
New York, NY 10178
LITTLER MENDELSON P.C. Employment legal matters
1601 Cherry Street, Suite 1400
Philadelphia, PA 19102
MICHAEL BEST & FRIEDRICH LLP Small claims matters,
100 East Wisconsin Ave. Suite intellectual property
3300 Milwaukee, WI 53202
MILES & STOCKBRIDGE P.C. Products liability
100 Light Street matters
Baltimore, MD 21202
PLUNKETT COONEY P.C. Regulatory and
38505 Woodward, Suite 100 compliance matters
Bloomfield Hills, MN 48304
REINHART BOERNER VAN DEUREN S.C. Tax Appeal Litigation
1000 North Water Street, Suite 1700
Milwaukee, WI 53202
SALISBURY & ASSOCIATES Real estate appraisers
107 South Clay Street
Taylorville, IL 62568
SWATEK BUCKO LAW General legal services
Group LLC
22 West State Street
Geneva, IL 60134
THOMPSON HINE LLP General legal services
335 Madison Avenue 12th Floor
New York, NY 10017
VORYS SATER SEYMOUR AND Financial litigation
PEASE LLP
52 East Gay Street
Columbus, OH 46216-1008
WEINSTEIN REALTY ADVISORS Real estate appraisers
15 North Cherry Lane
York, PA 17405
To the best of the Debtors' knowledge the firms are a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code and does not represent any interest adverse to
the Debtors and their estates.
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.
The Bon-Ton Stores, Inc., sought Chapter 11 protection (Bankr. D.
Del. Case No. 18-10248) on Feb. 4, 2018. In the petitions signed
by Executive Vice President and CFO Michael Culhane, the Debtor
disclosed total assets at $1.58 billion and total debt at $1.74
billion.
The Bon-Ton Stores tapped Paul, Weiss, Rifkind, Wharton & Garrison
LLP as counsel; Young Conaway Stargatt & Taylor, LLP as co-counsel;
Joseph A. Malfitano, PLLC, as special counsel; PJT Partners LP as
investment banker; AP Services, LLC as financial advisor; and A&G
Realty Partners LLC, as real estate advisor; and Prime Clerk LLC,
as administrative advisor.
Andrew R. Vara, Acting U.S. Trustee for Region 3, on Feb. 15, 2018,
appointed seven creditors to serve on the official committee of
unsecured creditors in the Chapter 11 case.
BOOZ ALLEN: S&P Gives BB Rating to New $395MM Secured Term Loan B
-----------------------------------------------------------------
S&P Global Ratings assigned its 'BB' issue-level rating and '3'
recovery rating to Booz Allen Hamilton Inc.'s proposed $395 million
senior secured term loan B due 2023. The '3' recovery rating
indicates S&P's expectation for meaningful (50%-70%; rounded
estimate: 65%) recovery in a default scenario.
All of S&P's other ratings on the company remain unchanged.
Booz Allen expects to use the proceeds from the new term loan B to
refinance its outstanding term loan B due 2023 ($395 million
currently outstanding). This transaction will somewhat reduce the
company's interest expense; however, S&P does not believe that it
will significantly alter its credit metrics.
S&P said, "Our ratings on Booz Allen reflect the company's
long-standing relationships with key intelligence and defense
organizations, its meaningful scale (which enables it to compete
effectively for contracts), its diverse customers and service
capabilities, and its low contract concentration. The evolving
competitive landscape for government contracting and the
uncertainty about the pace of future increases in government
defense spending partially offset these factors. We expect the
company's credit metrics to improve gradually over the next few
years absent any large debt-financed acquisitions."
ISSUE RATINGS--RECOVERY ANALYSIS
Key analytical factors
S&P said, "We have completed our recovery analysis of Booz Allen's
proposed transaction and assigned a '3' recovery rating to the
company's new $395 million term loan B due 2023. We plan to
withdraw our ratings on Booz Allen's existing term loan B once it
is repaid. Pro forma for the transaction, the company's capital
structure will comprise a $500 million cash flow revolver,
approximately $1.5 billion of first-lien term loans, and $350
million of senior unsecured notes."
Other default assumptions include LIBOR rising to 250 basis points
(bps) and the revolver is 85% drawn at default.
Simulated default scenario
-- Simulated year of default: 2023
-- EBITDA at emergence: $228 million
-- EBITDA multiple: 5.5x
Simplified waterfall
-- Net recovery value for waterfall after admin. expenses (5%):
-- $1.190 billion
-- Valuation split (obligors/nonobligors): 100%/0%
-- Estimated first-lien claims: $1.722 billion
--Recovery expectations: 50%-70% (rounded estimate: 65%)
-- Estimated unsecured claims: $906 million
-- Recovery expectation: 0%-10% (rounded estimate: 0%)
RATINGS LIST
Booz Allen Hamilton Inc.
Corporate Credit Rating BB/Stable/--
New Rating
Booz Allen Hamilton Inc.
Senior Secured
$395 mil term loan B due 2023 BB
Recovery Rating 3(65%)
BOYLER ROOM: 3rd Cir. Affirms Trial Court's Sentencing of W. Boyle
------------------------------------------------------------------
William Boyle pleaded guilty to counts of mail fraud, wire fraud,
securities fraud, and investment adviser fraud. In the appeals
case captioned UNITED STATES OF AMERICA, v. WILLIAM JOSEPH BOYLE,
Appellant, No. 16-4339 (3rd Cir.), Boyle appeals his 78-month
sentence, challenging the trial court's application of a two-level
sentencing enhancement for an offense involving "a
misrepresentation or other fraudulent action during the course of a
bankruptcy proceeding." The United States Court of Appeals, Third
Circuit affirms the trial court's judgment of conviction and
sentence.
On Dec. 15, 2015, Boyle filed for Chapter 11 bankruptcy on behalf
of his bar, "The Boyler Room, Ltd." As part of the proceedings,
Boyle filed a form listing all debts owed to unsecured creditors.
On this form, Boyle falsely characterized debts owed to two former
clients in the amount of $180,000 and $35,000 as "loans." In
reality, these were not loans but money Boyle stole from these
clients.
In addition to this misrepresentation, testimony and exhibits
presented to the trial court at sentencing showed Boyle made other
misrepresentations to the bankruptcy court. For the $180,000 loan
entry, Boyle listed the wrong name of his client's trust fund. For
the $35,000 entry, Boyle listed an incorrect address. Moreover,
because Boyle filed the bankruptcy case on behalf of his bar, "The
Boyler Room," notices sent to debtors contained the bar's name, not
Boyle's. As a result, when two of Boyle's clients received notice
from the bankruptcy court of the meeting of creditors, see 11
U.S.C. § 341, they did not understand the notice (they did not
know Boyle owed the bar) and did not attend the meeting.
At Boyle's sentencing, the trial court applied several enhancements
under the sentencing guidelines, including the only enhancement
challenged on appeal: a two-level enhancement for an offense
involving "a misrepresentation or other fraudulent action during
the course of a bankruptcy proceeding."
Boyle contends the trial court erred in applying this enhancement
because: (1) he was not charged with bankruptcy fraud under 18
U.S.C. section 157; (2) the mail, securities, and investment
advisor fraud he was charged with occurred prior to the bankruptcy
case and not "during the course of a bankruptcy proceeding"; (3)
there was no financial loss attributable to his actions in the
bankruptcy case; and (4) he complied with bankruptcy law by
disclosing all debts, he did not intend to defraud or misrepresent
the bankruptcy court, and he did not benefit from the bankruptcy.
The Third Circuit finds that these arguments lack merit. The trial
judge properly interpreted the guideline and did not commit clear
error when he concluded Boyle made a misrepresentation during the
bankruptcy proceeding.
First, Boyle cites no authority for the proposition that sectoin
2B1.1(b)(9)(B) applies only to those charged with bankruptcy fraud.
The plain text of the guideline supports the opposite conclusion:
the enhancement applies "[i]f the offense involved . . . a
misrepresentation or other fraudulent action during the course of a
bankruptcy proceeding."
Second, and as an initial matter, Boyle incorrectly asserts that he
filed for bankruptcy after the charged conduct. The indictment,
however, alleged a scheme to defraud "[b]eginning in or about
February 2009 and continuing until or about December 2015." Boyle
filed for bankruptcy on Dec. 15, 2015.
Third, it is immaterial whether there was a financial loss
attributable to Boyle's actions as a result of the bankruptcy case.
The financial loss attributable to Boyle is assessed under a
different guideline. The text of section 2B1.1(b)(9)(B), in
contrast, does not contain a financial loss requirement, and Boyle
cites no authority to the contrary.
Fourth, Boyle's assertion that he was complying with the bankruptcy
law requirement to disclose all debts is demonstrably false. He
misrepresented two of his debt entries as "loans" from his clients,
when, in fact, he had stolen money from his clients. In addition,
Boyle failed to disclose to the bankruptcy court debts owed to his
other victims. Boyle claims he did not intend to defraud the
bankruptcy court or misrepresent his obligations. But the trial
court found that he did, and, based on the record, this conclusion
was far from clear error. Finally, Boyle's assertion that he did
not benefit from the bankruptcy proceeding is irrelevant, as that
is not a requirement of section 2B1.1(b)(9)(B).
A full-text copy of the Third Circuit's Opinion Filed Feb. 13, 2018
is available at https://is.gd/C59OVm from Leagle.com.
Boyler Room Limited filed for Chapter 11 bankruptcy protection
(Bankr. E.D. Penn. Case No. 15-18974) on Dec. 15, 2015, and is
represented by Jonathan H. Stanwood, Esq. of the Law Office of
Jonathan H. Stanwood, LLC.
BRANDENBURG FAMILY: Alam Buying Frederick Condo Unit 15C for $79K
-----------------------------------------------------------------
The Brandenburg Family Limited Partnership asks the U.S. Bankruptcy
Court for the District of Maryland to authorize the sale of the
condominium unit known as 750 Heather Ridge Drive, Unit 15C,
Frederick, Maryland to M.M. Shahabuddin Alam for $79,000.
The Debtor owns the Property.
On Feb. 12, 2018, the Debtor entered into a Residential Contract of
Sale with the Buyer for the Property in the amount $79,000, with
$2,000 as earnest money. The Debtor proposes to sell the Property
free and clear of all liens, claims and encumbrances.
A copy of the Contract attached to the Motion is available for free
at:
http://bankrupt.com/misc/Brandenburg_Family_19_Sales.pdf
The Property is encumbered by a statutory first lien in favor of
Frederick County for unpaid real property taxes in the approximate
amount of $1,280 and a consensual first lien in favor of Shirley
Geisler. As of Jan. 15, 2018, Ms. Geisler is owed approximately
$110,812.
After payment of costs and expenses of sale, including realtor
commissions, transfer costs and Ms. Geisler's lien, the Debtor
anticipates that there will be no net proceeds to be paid to the
estate.
Ms. Geisler has consented to the sale of the Property. Further,
she has agreed to waive all claims against the Debtor after payment
of her claim from the sales proceeds. The Debtor believes that
this waiver may be worth as much as $42,000, benefitting the other
creditors of the estate.
The Debtor believes, based upon the partner's knowledge of
comparable sales in the vicinity, that the sales price for the
Property is at fair market value. Further, the Property was
marketed through multi-listing for over a month prior to the
contract of sale being tendered.
The Creditor:
Shirley Geisler
11002 Shalom Lane
Hagerstown, MD 21742
About The Brandenburg Family
Limited Partnership
Based in Jefferson, Maryland, The Brandenburg Family Limited
Partnership is a Maryland limited partnership that owns parcels of
real property in both Maryland and Pennsylvania.
The Brandenburg Family LP 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.
No creditors committee has been appointed in the case, and no
request for a trustee or examiner has been made in the case.
BRANDTONE HOLDINGS: Ares Capital Writes Off $7.8 Million Loan
-------------------------------------------------------------
Ares Capital Corporation has marked its $7.8 million in loans
extended to privately held Brandtone Holdings Limited to market at
$0 of the outstanding amount, as of Dec. 31, 2017, according to a
disclosure contained in a Form 10-K filing with the Securities and
Exchange Commission for the fiscal year ended Dec. 31, 2017.
Ares in May 2015 extended to Brandtone:
-- a First lien senior secured loan, $4.7 million par value.
This loan has a November 2018 maturity.
-- a First lien senior secured loan, $3.1 million par value.
This loan has a February 2019 maturity.
As of Dec. 31, 2017, both loans had non-accrual status.
Ares said it has warrants to purchase up to 184,003 units of the
Company's convertible preferred shares. The warrants expire August
2026.
Brandtone Holdings Limited -- http://brandtone.ie-- is a mobile
communications and marketing services provider. It caters to
owners of branded products and services. Specifically, it profiles
consumers and retailer in 14 emerging markets, including Brazil and
Russia, for its big-brand clients.
The company has operations in Ireland, South Africa, South America,
and Turkey. Brandtone was incorporated in 2009 and is based in
Dublin, Ireland. Brandtone operates as a subsidiary of Unilever
N.V. Its clients included Diageo and Pepsi Co.
According to a report by the Irish Times in 2017, the Company
entered examinership on January 31, 2017, to manage a cashflow
crisis sparked by a delayed EUR2 million fee due from a debtor.
Michael McAteer of Grant Thornton was appointed by the Irish High
Court as examiner to two entities linked to the company.
According to a March 2017 report by The Sunday Times, Brandtone
went into liquidation after failing to source fresh investment.
CALMARE THERAPEUTICS: Oops! Correct Record Date is Feb. 13
----------------------------------------------------------
Calmare Therapeutics Incorporated, in a Form 8-K filed with the
Securities and Exchange Commission on Feb. 20, 2018, stated that it
agrees that the record date for its consent solicitation is Feb.
13, 2018, not Feb. 23, 2018, as earlier disclosed.
"The Form 8-K that the Registrant submitted to the SEC for filing
at 6:21 p.m. Eastern Time on February 15, 2018, was not false and
misleading because the Registrant was advised as late as 4:30 p.m.
Eastern Time on February 15, 2018 by its independent Registered
Agent that the Registered Agent had not received any documentation
establishing a record date for the ongoing consent solicitation,"
Calmare clarifies in the SEC filing.
"After being so advised, and to minimize confusion, uncertainty and
costs for all parties, the Registrant submitted a Form 8-K to the
SEC at 6:21 p.m. Eastern Time on February 15, 2018 for filing in
order to establish a record date for the consent solicitation so
that the parties involved in the consent solicitation could move
forward with a single record date.
"At the time of submitting the Form 8-K on February 15, 2018,
everything in the Form 8-K was accurate to the knowledge of the
Registrant, and only later, at approximately 10:20 p.m. Eastern
Time on February 15, 2018, did the Registrant receive notice from
the Registered Agent that the Registered Agent had received outside
documentation necessary to establish the record date. The
Registrant's Registered Agent did not provide the correct
information prior to the time the Registrant's Form 8-K was
submitted to the SEC for filing, because, according to information
subsequently obtained on February 16 from the Registered Agent, the
documentation received by the Transfer Agent on February 13 had
been "in queue" and not available for the Registered Agent to
advise the Registrant prior to the Registrant's submitting its
February 15 Form 8-K to the SEC."
The Company maintains that nothing in the Form 8-K submitted on
Feb. 15, 2018 was false and misleading based on the information
available to the Company at the time of submission of the Form 8-K
to the SEC.
Given that a record date has now been properly established, the
Company intends to engage an independent tabulator of consents and
revocations to tabulate the written consents and revocations.
About Calmare Therapeutics
Calmare Therapeutics Incorporated, formerly known as Competitive
Technologies, Inc. -- http://www.calmaretherapeutics.com/--
provides distribution, patent and technology transfer, sales and
licensing services focused on the needs of its customers and
matching those requirements with commercially viable product or
technology solutions. Sales of the Company's Calmare(R) pain
therapy medical device continue to be the major source of revenue
for the Company. The Company currently employ the full-time
equivalent of seven people.
Mayer Hoffman McCann CPAs, issued a "going concern" opinion in its
report on the consolidated financial statements for the year ended
Dec. 31, 2016, noting that the Company has incurred operating
losses since fiscal year 2006 and has a working capital and
shareholders' deficit at Dec. 31, 2016. These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.
Calmare reported a net loss of $3.82 million for the year ended
Dec. 31, 2016, compared to a net loss of $3.67 million for the year
ended Dec. 31, 2015. As of Dec. 31, 2016, Calmare had $3.88
million in total assets, $17.69 million in total liabilities, all
current, and a total shareholders' deficit of $13.81 million.
CAMPBELLTON-GRACEVILLE: Sun, Mission Toxicology Leave Committee
---------------------------------------------------------------
Daniel M. McDermott, U.S. Trustee for Region 21, filed on Feb. 22
an amended notice of appointment of the Official Committee of
Unsecured Creditors of Campbellton-Graceville Hospital Corporation,
saying that Sun Ancillary Management, LLC, and Mission Toxicology
have been removed from the Committee.
As reported by the Troubled Company Reporter on Jun. 13, 2017, six
creditors were appointed to serve on the Committee.
The members of the Committee now include:
(1) Physicians Stat Lab, Inc.
Attn: Nathan Hawkins
5427 Water Street
New Port Richey, FL 34652
(2) Park Avenue Capital, LLC dba Max MD
c/o Scott A. Finlay
2200 Fletcher Avenue
Fort Lee, New Jersey 07024
Tel: (201) 963-0005
(3) Gilpin Givhan, PC
c/o George Thomas, President
P.O. Box 4540
Montgomery, Alabama 36103
Tel: (334) 244-1111
(4) Smith's Inc. of Dothan
c/o Thomas C. Parks, President
488 Ross Clark Circle NE
Dothan, AL 36303
Tel: (334) 794-6721
About Campbellton-Graceville
Hospital Corporation
Campbellton-Graceville Hospital Corporation is a non-profit
corporation established pursuant to the laws of the State of
Florida in 1961 and operates as a not-for-profit 25-bed critical
access hospital serving northern Florida, as well as surrounding
areas in Georgia and Alabama, and had approximately 100 employees.
It offered comprehensive medical care, including emergency
services, general hospitalization, laboratory services, swing bed
and physical therapy.
Campbellton-Graceville Hospital filed a Chapter 11 bankruptcy
petition (Bankr. N.D. Fla. Case No. 17-40185) on April 17, 2017.
The Hon. Karen K. Specie presides over the case. Berger Singerman
LLP represents the Debtor as counsel.
In its petition, the Debtor estimated $1 million to $10 million in
assets and $1 million to $10 million to $50 million in
liabilities.
The petition was signed by Marwill Glade of GlassRatner Advisory &
Capital Group, LLC, to Debtor's chief restructuring officer.
On June 8, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The committee hired
Broad and Cassel LLP as counsel, and Wayne Black and Associates,
Inc., as investigative assistant.
Judge Karen K. Specie in June 2017 entered an order finding that
the appointment of a patient care ombudsman for the Debtor is not
necessary.
CENVEO INC: U.S. Trustee Appoints 7-Member Creditors Committee
--------------------------------------------------------------
William K. Harrington, United States Trustee for Region 2, pursuant
to Section 1102(a) of the Bankruptcy Code, appoints seven unsecured
creditors that are willing to serve on the Official Committee of
Unsecured Creditors of Cenveo, Inc., and its affiliated
debtors-in-possession.
The Committee members are:
1. Wilmington Trust, National Association
1100 North Market Street, 5th Floor
Wilmington, Delaware 19890
Attention: Rita Marie Ritrovato, Vice President
Telephone: (302) 636-5137
2. Pension Benefit Guaranty Corporation
1200 K Street N.W.
Washington, D.C. 20005-4026
Attention: Cassandra Guichard, Financial Analyst
Telephone: (202) 326-4000 Ext. 4923
3. Graphic Communications Conference of the International
Brotherhood of Teamsters National Pension Fund
455 Kehoe Blvd, Suite 101
Carol Stream, Illinois 60188
Attention: Georges N. Smetana, Administrator
Telephone: (630) 871-7733
4. United Steelworkers
60 Blvd of the Allies
Pittsburg, Pennsylvania 15222
Attention: Anthony Resnick, Assistant General Counsel
Telephone: (412) 562-2562
5. Evergreen Packing, Inc.
5350 Poplar Avenue - 6th Floor
Memphis, Tennessee 38119
Attention: Mark Lighfoot, Vice President
Telephone: (901) 821-2266
6. Gadge USA, Inc.
3000 Marcus Avenue – Suite 3E03
Lake Success, New York 11402
Attention: Rashid Khan, Controller
Telephone: (516) 302-9016
7. Citibank, N.A.
388 Greenwich Street – 17th Floor
New York, New York 10013
Attention: James S. Goddard, Associate General Counsel
Telephone: (212) 816-0062
The Committee has proposed to hire as counsel:
Kenneth A. Rosen, Esq.
Mary E. Seymour, Esq.
Bruce Buechler, Esq.
Bruce S. Nathan, Esq.
LOWENSTEIN SANDLER LLP
Avenue of the Americas, 17th Floor
New York, New York 10020
Tel: (212) 262-6700
Fax: (212) 262-7402
- and -
One Lowenstein Drive
Roseland, New Jersey 07068
Tel: (973) 597-2500
Fax: (973) 597-2400
The Office of the U.S. Trustee may be reached through:
Paul K. Schwartzberg, Trial Attorney
Office of the United States Trustee
201 Varick Street, Room 1006
New York, NY 10014
Tel: (212) 510-0500
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, the Company says it delivers quality solutions and
services every day to its 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.
The Debtors tapped Kirkland & Ellis LLP as counsel; Rothschild Inc.
as investment banker; Zolfo Cooper LLC as restructuring advisor;
and Prime Clerk LLC as notice, claims & balloting agent, and
administrative advisor.
CHAMPION PARENT: Ares Values $5.9 Million Loan at 3.4% of Face
--------------------------------------------------------------
Ares Capital Corporation has marked its $5.9 million loan extended
to privately held Champion Parent Corporation and Calera XVI, LLC,
to market at $200,000 or about 3.4% of the outstanding amount, as
of Dec. 31, 2017, according to a disclosure contained in a Form
10-K filing with the Securities and Exchange Commission for the
fiscal year ended Dec. 31, 2017.
Ares extended to Champion Parent a first lien senior secured loan,
which is scheduled to mature November 2018.
Ares said that, as of Dec. 31, 2016, the first lien senior secured
loan had a par value of $39.6 million, and charged interest at
5.00% (Libor + 3.75%/Q). The Loan also included interest rate
floor feature.
The loan was on non-accrual status as of December 31, 2017.
Ares also extended a first lien senior secured revolving loan,
$7000,000 par value. Ares said the fair value of the loan is $0 at
Dec. 31, 2017. The loan is also slated to mature November 2018.
The loan also was on non-accrual status as of December 31, 2017.
Champion Parent Corporation operates endurance sports media and
events. The company was incorporated in 2012 and is based in San
Diego, California. Champion Parent Corporation operates as a
subsidiary of Competitor Group, Inc.
CHINA COMMERCIAL: Appoints Alex Lau as Chief Technology Officer
---------------------------------------------------------------
The Board of Directors of China Commercial Credit, Inc., appointed
Mr. Alex Lau as the Company's chief technology officer who will
spend at least 20 hours per week with the Company, effective Feb.
20, 2018.
Since 2015 to present, Mr. Lau has been working as a consultant for
Ceph Distributed Filesystem for SUSE and as a Blockchain Consultant
for WeBank and CyberMiles. From 2005 to 2011, he was the R&D
manager for SUSE Linux in Beijing and Taiwan. From 2011 to 2015,
he served as the CTO for Symbio Mobile. From 1999 to 2001, he
worked at Nortel Network, before moving to China. Mr. Lau received
his Software Computer Science degree at University of North Texas
in 1999.
According to the Company, Mr. Lau does not have any family
relationship with any director or executive officer of the Company
and has not been involved in any transaction with the Company
during the past two years that would require disclosure under Item
404(a) of Regulation S-K.
Mr. Lau has entered into an employment agreement with the Company,
which set his annual compensation at 50,000 shares of common stock
of the Company and establishes other terms and conditions governing
his service of the Company.
About China Commercial Credit
Founded in 2008, China Commercial Credit --
http://www.chinacommercialcredit.com/-- is a financial services
firm operating in China. Its mission is to fill the significant
void in the market place by offering lending, financial guarantee
and financial leasing products and services to a target market
which has been significantly under-served by the traditional
Chinese financial community. The Company's current operations
consist of providing direct loans, loan guarantees and financial
leasing services to small-to-medium sized businesses, farmers and
individuals in the city of Wujiang, Jiangsu Province.
China Commercial's independent accounting firm Marcum Bernstein &
Pinchuk LLP, in Shanghai, China, issued a "going concern"
qualification on the consolidated financial statements for the year
ended Dec. 31, 2016, citing that the Company has accumulated
deficit that raises substantial doubt about its ability to continue
as a going concern.
China Commercial reported a net loss of US$1.98 million for the
year ended Dec. 31, 2016, compared with a net loss of US$61.26
million for the year ended Dec. 31, 2015. The Company's balance
sheet as of Sept. 30, 2017, showed US$7.71 million in total assets,
US$8.48 million in total liabilities and a total shareholders'
deficit of US$774,251.
CHRESTOTES INC: Seeks Court Approval of Proposed Plan Outline
-------------------------------------------------------------
According to a notice, Chrestotes, Inc., will file with the U.S.
Bankruptcy Court for the Central District of California a motion
for an order approving their proposed Disclosure Statement.
The Debtor maintains that its disclosure statement provides
adequate evidence of funds sufficient to pay the Debtor's creditors
as proposed in the plan and disclosure statement. The Debtor has,
as part of the plan and disclosure statement included a liquidation
analysis to show that creditors are being paid at least what they
would receive if the Debtor liquidated its assets.
About Chrestotes, Inc.
Chrestotes, Inc., owns 3 single family residences. It rents those
three properties for fair rental value which is virtually its only
source of income. Chrestotes also owns and receives rent for a
vehicle.
Chrestotes filed a Chapter 11 bankruptcy petition (Bankr. C.D.Cal.
Case No. 17-12660) on July 1, 2017, disclosing total assets of
$3.12 million and total liabilities of $4.92 million. Dolly
Valdivia, secretary, signed the petition.
The Hon. Scott C. Clarkson presides over the case.
The Law Offices of David A. Tilem is the Debtor's counsel.
CORNERSTONE HOSPITALITY: Proposes an Auction of Two Lubbock Hotels
------------------------------------------------------------------
Cornerstone Hospitality, LLC, asks the U.S. Bankruptcy Cour
Northern District of Texas to authorize the sale of (i) Clarion
Hotel located at 3201 Loop 289 South, Lubbock, Lubbock County,
Texas; and (ii) Koko Inn located at 5201 Avenue Q South, Lubbock,
Lubbock County, Texas, at auction.
The objection deadline is March 11, 2018.
The Debtor is in control of the real and personal properties of the
bankruptcy estate.
The properties are described as follows:
a. The Clarion Hotel located at 3201 Loop 289 South, Lubbock,
Lubbock County, Texas. It is a 3-4 Star, two-level 149,823 square
feet hotel with 201 rooms. It was built in 1975 on 8.85 acres. It
was purchased by the Debtors in July of 2014 for $3,980,306.
Renovated in 2017, the hotel has a long-term franchise agreement
with Clarion Inn to continue operating the hotel (at a cost of
$300,000/year). It is in good overall condition with no
significant cure or replacement reserves needed to continue
operating the property. The property includes a large parking lot
which could accommodate the addition of restaurant or other
building on the site. It includes a restaurant and meeting rooms.
It also consists of the hotel rooms' furniture and the office and
hotel equipment, supplies, and fixtures.
It is anticipated this property to realize between $3,500,000
and $5,500,000 given all conditions of a time definite sale with
property selling "as is" and the buyer agreeing to place 10%
nonrefundable earnest money deposit and close within 30 days of
Court approval of the sale.
b. Koko Inn located at 5201 Avenue Q South, Lubbock, Lubbock
County, Texas. It is a 3-4 Star, two-level 51,910 square feet
hotel, with 126 rooms. It was built in 1962 on 2.13 acres. It was
purchased by the Debtors in July of 2014 for $2,800,000. Renovated
in 2017, the hotel has no long-term franchise agreement. It is in
good overall condition with no significant cure or replacement
reserves needed to continue operating the property. It is located
in North-Central Lubbock, Texas. The hotel features an indoor pool
and an on-site restaurant. Its restaurant is called Sue's Cafe and
serves American cuisine for breakfast, lunch and dinner. A lounge,
the Koko Club, is also on site. The property also consist of the
hotel rooms' furniture and the office and hotel equipment,
supplies, and fixtures.
It is anticipated this property to realize between $3,500,000
and $5,500,000 given all conditions of a time definite sale with
property selling "as is" and the buyer agreeing to place 10%
nonrefundable earnest money deposit and close within 30 days of
Court approval of the sale.
The claims docket for the case reflects that the Debtor's property
is encumbered by this secured claimant: Lubbock Central Appraisal
District ("LCAD") has filed a statutory lien in the amount of at
least $125,052 arising from past due property taxes. Such claim,
plus any accrued interest, will be paid in full after closing. The
tax lien for property taxes is specifically retained by the Lubbock
Central Appraisal District until all delinquent ad valorem taxes
are paid in full. (Most of the claim is for the 2018 tax year. It
is anticipated that the tax will be paid in full when the property
is sold. The successful bidder will be responsible for the
pro-rata portion of the property tax due for the period subsequent
to the sale.)
The Debtor is aware that City Bank of Lubbock asserts a secured
claim in the approximate amount of $5,500,000. Presuming a valid
claim is established, such claim, plus any accrued interest, will
be paid after closing, to the extent that funds are available.
The estate is also subject to administrative claims and expenses
which are subject to the approval of the Bankruptcy Court. Such
expenses will probably exceed $100,000.
The Debtor asks the Court to approve the sale of these assets an
Auction to the highest bidder. The sale of all assets will be free
and clear of all liens, claims and encumbrances, and all valid
liens, claims and encumbrances, if any, will attach to the proceeds
of sale of the subject property in order of priority, subject to
all allowed administrative expenses and claims consisting of sale
costs, legal fees and expenses, as well as Auctioneer's commission.
The sale of the assets is subject to a minimum sales price that is
not to be publicly disclosed.
The sale calls for the successful bidder to acquire all of the
assets used or usable in connection with the business of Clarion
Hotel and Koko Inn, including all facility-related tangible and
intangible assets, real estate, inventory, and personal property
("Assets"), but excluding accounts receivable, cash and cash
equivalents. The successful bidder must also assume all contracts
pertaining to
the scheduled events, such as meetings and parties.
The Auction sale will be conducted by Williams & Williams World
Wide Real Estate, L.L.C., out of Tulsa, Oklahoma. The sale of all
the Assets will be subject to administrative expenses of the Broker
of 8% of the total sales price for the Assets. If the Assets are
not sold, the Broker's only compensation will be a marketing fee of
$40,000 to be paid by Debtor prior to the auction date.
The Debtor gives notice of his intent to sell all of the Assets
described at auction about the end of April 2018 at Clarion Hotel
under the terms and conditions described in the Motion.
The Debtor will offer and sell the Property by Auction on the
following terms and conditions: at least a 10% earnest money
deposit in the form of a personal check, wire, or certified funds
paid to the title and Escrow Company assigned to the transaction,
which the Debtor authorizes the Escrow Company to accept in good
faith, including but not limited to the person signing thereon, or
initiating the wire, is in fact authorized to do so; a closing
within 30 days of the Court's acceptance and approval of the
results of the Auction; an "as is" sale subject to the terms and
conditions set forth in Broker's standard Contract for Sale (real
property) and/or bidder's card (real and personal property) used by
the Broker, both of which the Debtor acknowledges having received,
read and approved prior to listing OR otherwise agrees to deliver
to Broker in writing such modifications as the Debtor requires
within 10 days of the date hereof.
The escrow company will make distributions of sales proceeds of the
Auction as follows:
a. First: full payment of commission earned and payable to
Broker.
b. Second: full payment reasonable fees associated with the
sale (including Court approved loans used to enhance the value of
the properties).
c. Third: full payment of all liens that attach to the
properties.
d. Fourth: full payment to unsecured claimants.
e. Fifth: to the Debtors' members based on their respective
percentage of ownership.
A party's right to receive any payment is conditioned upon all
preceding recipients being paid in full.
The Debtor believes the sale, as proposed, is in the best interest
of all creditors of the estate and should be approved.
The earnest money deposit will be applied to the purchase price of
the successful bid. Should a successful bidder fail to close the
sale within 30 days from the date the order is entered by the Court
approving the results of the Auction, such party understands by
participating in the procedure that it will forfeit its earnest
money deposit and further agrees to such treatment and to waive any
and all defenses to such forfeiture.
If the successful bidder fails to close the purchase, the Debtor
is authorized to solicit offers for the sale from the next highest
bidder or bidders. The procedure will be followed for subsequent
bidders, in order of their rank of bidding from high to low, or any
other interested parties, if the offered sale is rejected by a
bidder.
The highest bidder, approved by the Court, will be awarded the
Assets as described and the closing of the sale will occur on or
before 30 days from the date of the Court's approval of the Auction
results.
The Debtor will file a Report of Sale providing the results of the
Auction. The balance of the earnest money deposit and proceeds of
the sale will be kept in a trust account under the control of Max
R. Tarbox, on behalf of the Chapter 11 Debtor. The funds will not
be disbursed until the Debtor receives authority from the
Bankruptcy Court. Nothing in the Motion determines or establishes
the extent, priority and/or validity of any lien or liens asserted
against the Debtor's Assets or accounts receivable.
About Cornerstone Hospitality
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).
Cornerstone Hospitality sought Chapter 11 protection (Bankr. N.D.
Tex. Case No. 18-50034) on Feb. 26, 2018. In the petition signed
by Abraham Lincoln, managing member, the Debtor estimated assets
and liabilities in the range of $1 million to $10 million. The
Debtor tapped Max Ralph Tarbox, Esq., at Tarbox Law, P.C. as
counsel.
CORNERSTONE HOSPITALITY: Proposes an Auction of Two Lubbock Hotels
------------------------------------------------------------------
Cornerstone Hospitality, LLC, asks the U.S. Bankruptcy Cour
Northern District of Texas to authorize the sale of (i) Clarion
Hotel located at 3201 Loop 289 South, Lubbock, Lubbock County,
Texas; and (ii) Koko Inn located at 5201 Avenue Q South, Lubbock,
Lubbock County, Texas, at auction.
The objection deadline is March 11, 2018.
The properties are described as follows:
a. The Clarion Hotel located at 3201 Loop 289 South, Lubbock,
Lubbock County, Texas. It is a 3-4 Star, two-level 149,823 square
feet hotel with 201 rooms. It was built in 1975 on 8.85 acres. It
was purchased by the Debtors in July of 2014 for $3,980,306.
Renovated in 2017, the hotel has a long-term franchise agreement
with Clarion Inn to continue operating the hotel (at a cost of
$300,000/year). It is in good overall condition with no
significant cure or replacement reserves needed to continue
operating the property. The property includes a large parking lot
which could accommodate the addition of restaurant or other
building on the site. It includes a restaurant and meeting rooms.
It also consists of the hotel rooms' furniture and the office and
hotel equipment, supplies, and fixtures.
It is anticipated this property to realize between $3,500,000
and $5,500,000 given all conditions of a time definite sale with
property selling "as is" and the buyer agreeing to place 10%
nonrefundable earnest money deposit and close within 30 days of
Court approval of the sale.
b. Koko Inn located at 5201 Avenue Q South, Lubbock, Lubbock
County, Texas. It is a 3-4 Star, two-level 51,910 square feet
hotel, with 126 rooms. It was built in 1962 on 2.13 acres. It was
purchased by the Debtors in July of 2014 for $2,800,000. Renovated
in 2017, the hotel has no long-term franchise agreement. It is in
good overall condition with no significant cure or replacement
reserves needed to continue operating the property. It is located
in North-Central Lubbock, Texas. The hotel features an indoor pool
and an on-site restaurant. Its restaurant is called Sue's Cafe and
serves American cuisine for breakfast, lunch and dinner. A lounge,
the Koko Club, is also on site. The property also consists of the
hotel rooms' furniture and the office and hotel equipment,
supplies, and fixtures.
It is anticipated this property to realize between Given
current market data, it is anticipated this property to realize
between $2,500,000 and $3,500,000.
The claims docket for the case reflects that the Debtor's property
is encumbered by this secured claimant: Lubbock Central Appraisal
District ("LCAD") has filed a statutory lien in the amount of at
least $125,052 arising from past due property taxes. Such claim,
plus any accrued interest, will be paid in full after closing. The
tax lien for property taxes is specifically retained by the Lubbock
Central Appraisal District until all delinquent ad valorem taxes
are paid in full. (Most of the claim is for the 2018 tax year. It
is anticipated that the tax will be paid in full when the property
is sold. The successful bidder will be responsible for the
pro-rata portion of the property tax due for the period subsequent
to the sale.)
The Debtor is aware that City Bank of Lubbock asserts a secured
claim in the approximate amount of $5,500,000. Presuming a valid
claim is established, such claim, plus any accrued interest, will
be paid after closing, to the extent that funds are available.
The estate is also subject to administrative claims and expenses
which are subject to the approval of the Bankruptcy Court. Such
expenses will probably exceed $100,000.
The Debtor asks the Court to approve the sale of these assets an
Auction to the highest bidder. The sale of all assets will be free
and clear of all liens, claims and encumbrances, and all valid
liens, claims and encumbrances, if any, will attach to the proceeds
of sale of the subject property in order of priority, subject to
all allowed administrative expenses and claims consisting of sale
costs, legal fees and expenses, as well as Auctioneer's commission.
The sale of the assets is subject to a minimum sales price that is
not to be publicly disclosed.
The sale calls for the successful bidder to acquire all of the
assets used or usable in connection with the business of Clarion
Hotel and Koko Inn, including all facility-related tangible and
intangible assets, real estate, inventory, and personal property
("Assets"), but excluding accounts receivable, cash and cash
equivalents. The successful bidder must also assume all contracts
pertaining to
the scheduled events, such as meetings and parties.
The Auction sale will be conducted by Williams & Williams World
Wide Real Estate, L.L.C., out of Tulsa, Oklahoma. The sale of all
the Assets will be subject to administrative expenses of the Broker
of 8% of the total sales price for the Assets. If the Assets are
not sold, the Broker's only compensation will be a marketing fee of
$40,000 to be paid by Debtor prior to the auction date.
The Debtor gives notice of his intent to sell all of the Assets
described at auction about the end of April 2018 at Clarion Hotel
under the terms and conditions described in the Motion.
The Debtor will offer and sell the Property by Auction on the
following terms and conditions: at least a 10% earnest money
deposit in the form of a personal check, wire, or certified funds
paid to the title and Escrow Company assigned to the transaction,
which the Debtor authorizes the Escrow Company to accept in good
faith, including but not limited to the person signing thereon, or
initiating the wire, is in fact authorized to do so; a closing
within 30 days of the Court's acceptance and approval of the
results of the Auction; an "as is" sale subject to the terms and
conditions set forth in Broker's standard Contract for Sale (real
property) and/or bidder's card (real and personal property) used by
the Broker, both of which the Debtor acknowledges having received,
read and approved prior to listing or otherwise agrees to deliver
to Broker in writing such modifications as the Debtor requires
within 10 days of the date hereof.
The escrow company will make distributions of sales proceeds of the
Auction as follows:
a. First: full payment of commission earned and payable to
Broker.
b. Second: full payment reasonable fees associated with the
sale (including Court approved loans used to enhance the value of
the properties).
c. Third: full payment of all liens that attach to the
properties.
d. Fourth: full payment to unsecured claimants.
e. Fifth: to the Debtors' members based on their respective
percentage of ownership.
A party's right to receive any payment is conditioned upon all
preceding recipients being paid in full.
The Debtor believes the sale, as proposed, is in the best interest
of all creditors of the estate and should be approved.
The earnest money deposit will be applied to the purchase price of
the successful bid. Should a successful bidder fail to close the
sale within 30 days from the date the order is entered by the Court
approving the results of the Auction, such party understands by
participating in the procedure that it will forfeit its earnest
money deposit and further agrees to such treatment and to waive any
and all defenses to such forfeiture.
If the successful bidder fails to close the purchase, the Debtor
is authorized to solicit offers for the sale from the next highest
bidder or bidders. The procedure will be followed for subsequent
bidders, in order of their rank of bidding from high to low, or any
other interested parties, if the offered sale is rejected by a
bidder.
The highest bidder, approved by the Court, will be awarded the
Assets as described and the closing of the sale will occur on or
before 30 days from the date of the Court's approval of the Auction
results.
The Debtor will file a Report of Sale providing the results of the
Auction. The balance of the earnest money deposit and proceeds of
the sale will be kept in a trust account under the control of Max
R. Tarbox, on behalf of the Chapter 11 Debtor. The funds will not
be disbursed until the Debtor receives authority from the
Bankruptcy Court. Nothing in the Motion determines or establishes
the extent, priority and/or validity of any lien or liens asserted
against the Debtor's Assets or accounts receivable.
About Cornerstone Hospitality
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).
Cornerstone Hospitality sought Chapter 11 protection (Bankr. N.D.
Tex. Case No. 18-50034) on Feb. 26, 2018. In the petition signed
by Abraham Lincoln, managing member, the Debtor estimated assets
and liabilities in the range of $1 million to $10 million. The
Debtor tapped Max Ralph Tarbox, Esq., at Tarbox Law, P.C. as
counsel.
CRAPP FARMS: Hires Steffes Group as Auctioneer
----------------------------------------------
Crapp Farms Partnership, seeks authority from the U.S. Bankruptcy
Court for the Western District of Wisconsin to employ Steffes
Group, as auctioneer to the Debtor.
Crapp Farms requires Steffes Group to conduct an auction sales of
the Debtor's real property consisting of 2,044 m/l acres of
farmland and farm buildings located in Grant County, Wisconsin; and
the vehicles, equipments and machinery used in the farming
operations.
Steffes Group will be paid as follows:
Real Estate Auction
-- a commission of 5% to the purchase price for each parcel of
land sold
Equipment Auction
-- a commission of 8% of the gross sales proceeds.
Randy Kath, member of Steffes Group, assured the Court that the
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code and does not represent any interest
adverse to the Debtor and its estates.
Steffes Group can be reached at:
Randy Kath
STEFFES GROUP
2000 Main Ave. E
West Fargo, ND 58078-2210
Tel: (701) 237-9173
Fax: (701) 237-0976
About Crapp Farms Partnership
Crapp Farms Partnership is a large farming operation that includes
growing and selling crops, raising livestock, and providing farm
trucking and excavating services to third-party customers. The
farming operation is located in Potosi, Wisconsin.
Crapp Farms sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. W.D. Wis. Case No. 17-11601) on May 3, 2017. In the
petition signed by Darell C. Crap, partner, the Debtor estimated
its assets and debt at $10 million to $50 million.
The case is assigned to Judge Catherine J. Furay.
The Debtor tapped J. David Krekeler, Esq., Eliza M. Reyes, Esq.,
Jennifer M. Schank, Esq., Kristin J. Sederholm, Esq., at Krekeler
Strother, S.C., as Chapter 11 counsel.
On June 5, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The Creditors Committee
is represented by Matthew E. McClintock, Esq., at Goldstein &
McClintock, LLLP.
CRAPP FARMS: Proposes a Live Auction Sale of Equipment on April 3
-----------------------------------------------------------------
Crapp Farms Partnership asks the U.S. Bankruptcy Court for the
Western District of Wisconsin to authorize the live auction sale of
farm personal property consisting of equipment, machinery and
vehicles formerly used in its farming operations to be conducted by
Steffes Group, Inc. on April 3, 2018, free and clear of liens,
claims and encumbrances.
BMO Harris, N.A., the Debtor's pre-petition secured lender,
obtained proposals from Steffes to conduct the Equipment Auction,
and recommended that Debtor hires Steffes to conduct the proposed
auction sale according to the terms and conditions set forth in the
Equipment Auction Agreement between the Debtor and Steffes.
The Debtor also intends to sell certain equipment at the Equipment
Auction which is subject to an unexpired lease between the Debtor
and BMO Equipment Finance. Therefore, the Debtor is also asking
entry of an order rejecting the lease so that the equipment may be
included in the Equipment Auction.
Contemporaneous with the filing of the Motion, the Debtor filed the
Amended Application of Crapp Farms Partnership to Employ Steffes
Group as Auctioneer.
The Debtor and BMO Harris Equipment Finance are parties to a Master
Lease of Personal Property dated June 18, 2013, and the Lease
Schedule dated June 18, 2013 made a part of the Master Lease. The
equipment leased by the Debtor is identified on Schedule A of the
Lease Schedule and are more commonly known as three John Deere
planters.
The Master Lease is an executory contract which was in full force
and effect on the Petition Date. Pursuant to Section 365(d)(1) of
the Bankruptcy Code, the Debtor may reject an unexpired lease of
personal property of the Debtor before the confirmation of a plan.
As of the filing of the Motion, no order has been signed or entered
by this Court confirming a plan in the Chapter 11 case.
The Debtor desires to reject the Master Lease immediately because
the Debtor will not be continuing its farming operations.
Rejection of the Master Lease is in the best interests of the
Debtor, its creditors, and the estate.
The Preliminary Equipment List lists all of the Equipment to be
sold at the Equipment Auction. It is preliminary at this time as
the Debtor is being allowed the opportunity to seek direct third
party buyers for several equipment items which are itemized
("Retained Equipment List").
If the Debtor is unable to obtain buyers for any of the items
identified in the Retained Equipment List by Feb. 28, 2018, it
agrees that any unsold item(s) will be included and sold at the
Equipment Auction. In the event any unsold item(s) from the
Retained Equipment List are included in the Equipment Auction, the
Debtor will file a supplemental affidavit to the Motion
identifying
any such unsold item(s).
The Debtor acknowledges that the direct sale of any equipment from
the Debtor to a third party buyer must be approved by the Court
after the filing of a properly noticed motion requesting entry of
an order approving any such sale. Because a majority of the
Equipment is equipment used in cropping operations, the Debtor
believes that conducting the Equipment Auction prior to the
beginning of the 2018 planting season will yield great interest and
competitive bidding as farmers look to upgrade or replace their
farming equipment.
Upon information and belief, all the Equipment on the Preliminary
Equipment List is subject to validly-perfected first-position
security interests in favor of BMO, securing, among other
obligations to BMO, notes with an outstanding principal balance of
$29,067,310 as of the Petition Date. By virtue of BMO's properly
perfected security interest in the Equipment, BMO will be entitled
to all net proceeds from the Equipment Auction, after compensation
to Steffes, to be applied to reduce the current indebtedness owed
by the Debtor to BMO.
Steffes' requested compensation for services to be rendered to the
Debtor are fully set forth in the Equipment Auction Agreement and
specifically as follows: (i) Steffes will charge a total commission
of 8%, itemized as follows: 5% for Auctioneer's & Clerk's Fee; 1%
for Advertising; and 2% for Set-up Fees and Transport; and (ii)
Steffes' commission will be paid out of gross sale proceeds from
the Equipment Auction.
The Debtor asks that the Court approves payment of the compensation
to Steffes and authorizes the Debtor to disburse Steffes' fee to
Steffes upon conclusion of the Equipment Auction.
The Debtor believes that the Equipment Auction will yield the
highest and best total value for the Equipment, and that the
Equipment Auction is in the best interests of the Debtor, its
creditors, and the estate. The Debtor anticipates that in
conjunction with the filing of the Motion, the Debtor will also be
filing an appropriate motion to have the Motion heard on an
expedited basis. Additionally, the Debtor also asks that the
14-day stay pursuant to Rule 6004(h) be waived.
A copy of the Auction Sale Agreement, the Lease Schedule, the
Preliminary Equipment List and the Retained Equipment List attached
to the Motion is available for free at:
http://bankrupt.com/misc/Crapp_Farms_341_Sales.pdf
About Crapp Farms Partnership
Crapp Farms Partnership is a large farming operation that includes
growing and selling crops, raising livestock, and providing farm
trucking and excavating services to third-party customers. The
farming operation is located in Potosi, Wisconsin.
Crapp Farms sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. W.D. Wis. Case No. 17-11601) on May 3, 2017. In the
petition signed by Darell C. Crap, partner, the Debtor estimated
its assets and debt at $10 million to $50 million.
The case is assigned to Judge Catherine J. Furay.
The Debtor tapped J. David Krekeler, Esq., Eliza M. Reyes, Esq.,
Jennifer M. Schank, Esq., Kristin J. Sederholm, Esq., at Krekeler
Strother, S.C., as Chapter 11 counsel.
On June 5, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The Creditors Committee
is represented by Matthew E. McClintock, Esq., at Goldstein &
McClintock, LLLP.
CRESTWOOD HOLDINGS: Moody's Rates Proposed $350MM Term Loan B3
--------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Crestwood
Holdings LLC's (Holdings) proposed $350 million Senior Secured Term
Loan Facility. Holdings' other ratings, including its B3 Corporate
Family Rating (CFR) and B3-PD Probability of Default Rating (PDR)
and stable outlook are unchanged. The Term Loan is being offered to
refinance Holdings' existing Senior Secured Bank Credit
Facilities.
Assignments
Issuer: Crestwood Holdings LLC
-- New Issuance: $350 million Gtd Senior Secured Term Loan
Facility due 2023, Assigned B3 (LGD3)
Ratings Unchanged, To be withdrawn at close
Issuer: Crestwood Holdings LLC
-- Existing Facility: Senior Secured Term Loan Facility due 2019,
rated B3 (LGD3)
RATINGS RATIONALE
The proposed $350 million Term Loan is the only class of debt in
Holdings capital structure and therefore it is rated B3, the same
as Holdings' CFR. The company intends to use the net proceeds from
the Term Loan to refinance all of its outstanding loans under its
existing Senior Secured Bank Credit Facility and terminate the
existing facility and all commitments thereunder. Moody's views
this transaction as credit neutral as the overall debt burden of
the company remains mostly unchanged.
Holdings' B3 CFR reflects its high stand-alone financial leverage
and substantial structural subordination. The three notch
differential between Holdings' B3 CFR and Crestwood Midstream
Partners LP's (Crestwood) Ba3 CFR captures the structural
subordination of Holdings' debt to the debt at Crestwood and the
preferred units and third party ownership of limited partner (LP)
units at Crestwood Equity Partners LP (CEQP), combined with its
weak stand-alone financial profile. Moody's continues to project
Holdings' year-end 2018 debt to EBITDA ratio to be close to 8.0x.
Moody's expects Holdings to maintain adequate liquidity. Pro forma
for the Term Loan offering, Holdings will have $14 million of cash.
Holdings relies on limited partner distributions from CEQP to
service its obligations. Holdings' new $350 million Term Loan
matures in March 2023. The Term Loan has amortization of 1% per
annum, paid quarterly, as well as required excess cash flow sweeps.
The financial maintenance covenant under the Term Loan facility
includes a maximum net debt to EBITDA ratio of 8.5x first tested at
the end of the second quarter 2018 and gradually stepping down to
6.5x in 2023.
Holdings' outlook is stable, consistent with Crestwood's outlook
given its reliance on CEQP's distributions to service its
obligations.
Holdings' ratings could be downgraded if Crestwood is downgraded or
if Holdings' standalone financial leverage increases further
because of additional distribution cuts or increases in debt.
Holdings' ratings could be upgraded if Crestwood's ratings are
upgraded. In addition, Holdings' ratings could be upgraded if its
standalone leverage is reduced to less than 5x.
The principal methodology used in this rating was Midstream Energy
published in May 2017.
Crestwood is a wholly owned subsidiary of the master limited
partnership (MLP), Crestwood Equity Partners LP (CEQP). Crestwood
provides midstream solutions to customers in the crude oil, natural
gas liquids and natural gas sectors of the energy industry.
Holdings is a private holding company owned primarily by a fund
managed and advised by affilates of First Reserve Management, L.P.
(First Reserve). Holdings indirectly controls Crestwood through its
ownership in CEQP.
CROSIER FATHERS: Cash Fund and Hartford Assistance to Finance Plan
------------------------------------------------------------------
Crosier Fathers and Brothers Province, Inc., Crosier Fathers of
Onamia, and The Crosier Community of Phoenix together with the
Official Committee of Unsecured Creditors filed with the U.S.
Bankruptcy Court for the District of Minnesota a disclosure
statement to accompany their proposed joint plan of reorganization
dated Dec. 22, 2017.
Survivors of abuse are a focal point of the Plan. Until recently,
the Debtors were able to compensate survivors of abuse on a
one-by-one basis with the assistance of their insurer, Hartford.
However, the recent Minnesota "Child Victims Act" and the
bankruptcies of a number of Wisconsin and Minnesota Archdioceses
and Dioceses have devastated the Debtors' remaining insurance and
other assets. The Debtors worked for many months before the
Reorganization Cases were filed to obtain funding to pay their
creditors, and ultimately determined that the Reorganization Cases
would maximize the impact of the contribution they could receive
from Hartford and the value they could realize from their other
assets. To preserve and fairly distribute these limited resources
among the numerous creditors who remain uncompensated, the Plan
Proponents jointly propose the Plan. Through the Debtors' efforts,
sales of certain of their assets as they consolidated operations,
and primarily through their settlement with Hartford, the Debtors
have assembled a cash fund that will be used to pay the creditors
and perform the Debtors' obligations under the Plan.
Through the Plan, the Debtors will also restructure their financial
affairs to continue their apostolic mission and ministry, which is
critical to many--especially the elderly, poor, and
incarcerated--in their communities. In their works, the Debtors
will also continue their already strong programs intended to
protect children and vulnerable adults and will endeavor to address
the spiritual needs of those who were harmed and their
communities.
As stated, the Plan will be funded by the Debtors and Hartford, the
Debtors' only known insurer with any obligation relating to Tort
Claims. The approximately $25.5 million cash fund to be established
under the Plan represents significant efforts to liquidate Assets
and downsize by the Debtors, and the significant contribution and
support of Hartford. Of these funds, approximately $24 million will
be used to fund the Trust that will pay the Tort Claimants pursuant
to the Tort Claims Allocation Protocol, and the Unknown Tort
Claimants pursuant to the Unknown Tort Claims Allocation Protocol,
from the Unknown Claims Reserve that will be established within the
Trust. The Plan Proponents estimate that administrative fees will
be equal to or less than the remaining $1.5 million.
Additionally, to fund the Plan, the Debtors sold, prepetition,
certain real property that was not critical to the mission and
ministry of the Debtors. The Debtors also sold and may sell
mission-critical property in an effort to downsize, replacing
larger properties with smaller, more economical properties that are
still capable of serving the Crosiers' mission and ministry, in
furtherance of Plan funding. To further generate funds for the
Debtors' contribution to the Plan, the Debtors may sell additional
real property or use it as collateral for a loan. Again, in certain
cases, the Debtors will be utilizing property that is critical to
their mission and ministry, but they are committed to being able to
consummate a plan that is beneficial to the Tort Claimants and the
other interested parties.
Under the Plan, a Trust will be created from which Tort Claims and
Unknown Tort Claims will be paid. The Tort Claims and Unknown Tort
Claims will receive distributions based on protocols or processes
proposed by the Committee, which will be subject to Court approval
as part of the Plan confirmation process. The Trust will be
administered by a Trustee. The initial Trustee will be chosen by
the Committee.
Each holder of a Class 5 general unsecured claim, as and when such
general unsecured claim is or becomes an Allowed Claim, will be
paid the principal amount of its Claim (without interest or
penalties) in Cash in two installments with the first installment
to be paid on the first Business Day which is six months after the
Effective Date or the Claim Payment Date, and the next installment
on the first Business Day that is 12 months after the previous
payment.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/mnb17-41683-124.pdf
About Crosier Fathers
Crosier Fathers and Brothers Province, Inc. --
https://www.crosier.org/ -- is a Minnesota non-profit corporation
that is the civil counterpart of the religious entity known as the
Canons Regular of the Order of the Holy Cross Province of St.
Odilia.
Crosier, Crosier Fathers of Onamia and The Crosier Community of
Phoenix sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. D. Minn. Case No. 17-41681 to 17-41683) on June 1, 2017.
The Rev. Thomas Enneking, their president, signed the petitions.
Crosier Fathers and Brothers estimated less than $1 million in
assets and less than $500,000 in liabilities. Crosier Fathers of
Onamia and The Crosier Community of Phoenix each estimated under
$10 million in assets. Crosier Fathers of Onamia estimated under
$10 million in liabilities, while The Crosier Community of Phoenix
estimated under $500,000 in debt.
Judge Robert J Kressel presides over the cases.
The Debtors hired Quarles & Brady LLP as lead counsel and Larkin
Hoffman as local counsel. JND Corporate Restructuring has been
retained as claims and noticing agent. Levrose Real Estate, LLC,
serves as real estate broker.
The Debtors also have hired Keegan, Linscott and Kenon, P.C., as
accountant; Gaskins Bennett Birrell Schupp LLP as special insurance
counsel; Larson King LLP as special litigation counsel in civil
actions filed before the petition date; and Larkin Hoffman Daly &
Lindgren Ltd., as local counsel.
On June 22, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The Committee retained
Stinson Leonard Street LLP as its bankruptcy counsel.
CTI BIOPHARMA: Growth Equity Acquires 6% Stake for $11.2 Million
----------------------------------------------------------------
CTI BioPharma Corp. completed on Feb. 8, 2018, the closing of an
underwritten offering of 20,000,000 shares of Common Stock. At the
closing of the Offering, Growth Equity Opportunities Fund V, LLC
purchased an aggregate of 3,750,000 shares of Common Stock at the
Offering price of $3.00 per share. GEO did not hold any shares of
the Issuer prior to the Closing. As such, GEO now holds 3,750,000
shares of Common Stock, constituting 6 percent of the shares
outstanding. That percentage was calculated based on 62,977,176
shares of Common Stock reported by the Issuer to be outstanding
immediately after the Offering on the Issuer's prospectus
supplement filed under Rule 424(b)(5), filed with the Securities
Exchange Commission on Feb. 12, 2018.
"The working capital of GEO was the source of the funds for the
purchase of the GEO Shares. No part of the purchase price of the
GEO Shares was represented by funds or other consideration borrowed
or otherwise obtained for the purpose of acquiring, holding,
trading or voting the GEO Shares," GEO stated in a Schedule 13D
filed with the SEC.
As the sole member of GEO, New Enterprise Associates 16, L.P. may
be deemed to own beneficially the GEO Shares. As the general
partner of NEA 16, NEA Partners 16, L.P. may be deemed to own
beneficially the GEO Shares. As the sole general partner of NEA
Partners 16, NEA 16 GP, LLC may be deemed to own beneficially the
GEO Shares. As members of NEA 16 LLC, each of Peter J. Barris,
Forest Baskett, Anthony A. Florence, Jr., Mohamad H. Makhzoumi,
Joshua Makower, David M. Mott, Chetan Puttagunta, Jon M. Sakoda,
Scott D. Sandell, Peter W. Sonsini and Ravi Viswanathan may be
deemed to own beneficially the GEO Shares.
A full-text copy of the regulatory filing is available at:
https://is.gd/rmBAm4
About CTI BioPharma
Based in Seattle, Washington, CTI BioPharma Corp. (NASDAQ: CTIC) --
http://www.ctibiopharma.com/-- is a biopharmaceutical company
focused on the acquisition, development and commercialization of
novel targeted therapies covering a spectrum of blood-related
cancers that offer a unique benefit to patients and healthcare
providers. The Company has a late-stage development pipeline,
including pacritinib for the treatment of patients with
myelofibrosis.
CTI Biopharma reported a net loss attributable to common
shareholders of $52 million for the year ended Dec. 31, 2016, a net
loss attributable to common shareholders of $122.6 million for the
year ended Dec. 31, 2015, and a net loss attributable to common
shareholders of $95.99 million. The Company had $65.53 million in
total assets, $37.12 million in total liabilities, and $28.41
million in total shareholders' equity as of Sept. 30, 2017.
"Our available cash and cash equivalents were $52.8 million as of
September 30, 2017. We believe that our present financial
resources, together with payments projected to be received under
certain contractual agreements and our ability to control costs,
will only be sufficient to fund our operations into the third
quarter of 2018. This raises substantial doubt about our ability
to continue as a going concern," said the Company in its quarterly
report for the period ended Sept. 30, 2017.
CYANCO INTERMEDIATE: Moody's Assigns B2 Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service has assigned a B2 Corporate Family Rating
(CFR) to Cyanco Intermediate 2 Corp. (Cyanco) and a B2 to its
proposed $380 million senior secured first lien term loan due 2025
and $50 million senior secured revolving credit facility due 2023,
as well as a Caa1 rating to its proposed $100 million senior
secured second lien term loan due 2026. Proceeds from the term
loans will be used to repay existing term loans, fund the
acquisition of Cyanco by Cerberus Capital Management from Oaktree
Capital Management and for general corporate purposes. The ratings
outlook is stable.
The assigned ratings are subject to a review of the final terms and
conditions of the proposed leveraged buyout transaction. The
existing ratings at Cyanco Intermediate Corp. will be withdrawn
once transaction is closed and the debt is repaid.
"Cyanco's B2 CFR reflects Moody's expectation that the company will
maintain relatively high profit margins and generate positive free
cash flow for debt reduction over time due to the expectation of
increased demand for sodium cyanide to process lower quality ores,"
said Jiming Zou, Moody's Vice President -- Senior Analyst.
Ratings assigned:
Issuer: Cyanco Intermediate 2 Corp.
-- Corporate Family Rating, assigned B2
-- Probability of Default Rating, assigned B2-PD
-- $380 million Gtd. Senior Secured First Lien Term Loan,
assigned B2 (LGD3)
-- $50 million Gtd. Senior Secured First Lien Revolving Credit
Facility, assigned B2 (LGD3)
-- $100 million Gtd. Senior Secured Second Lien Term Loan,
assigned Caa1 (LGD6)
-- Outlook, assigned stable
RATINGS RATIONALE
Cyanco's adjusted Debt/EBITDA will remain elevated at low to mid 6x
in 2018 and 2019 following its proposed leveraged buyout by
Cerberus in early 2018. Furthermore, Moody's expects the company's
free cash flow to be modest in the coming one to two years due to
higher interest payment and one-off transaction related expenses.
Cyanco's credit profile is enhanced by its consistently high EBITDA
margin in the range of 25% to 30% (including Moody's analytical
adjustments) in the last six years and low maintenance capex of
about $5 million per annum.
Cyanco's main competitor in North America is Chemours Company,
(The) (Ba2 stable), which expects its new sodium cyanide (NaCN)
capacity of 50 kilo tons per annum in Mexico to be completed by the
end of 2018. The new on-purpose capacity will provide Chemours with
a consistent supply of dry product that will compete with Cyanco's.
This capacity addition could negatively impact Cyanco's selling
prices or volumes, especially if the new gold mining projects in
North America are delayed.
However, Cyanco has a track record of generating positive free cash
flow (averaging $25 million p.a.) and gross debt reduction (about
$100 million) from 2013 to 2017 under the ownership of Oaktree
Capital Management. Recent new contact wins and price increases
have offset the adverse impact of lost volumes due to customers'
operational issues. Cyanco was able to achieve sales volume growth
by 2% and sustained an adjusted EBITDA margin of 30.9% in 2017.
Despite the recent performance, customer concentration will remain
an on-going risk in this business. Moody's believes that
operational improvements and low maintenance spending should enable
the company to generate meaningful free cash flow for debt
reduction below 6.0x in its third year.
Cyanco's B2 CFR also factors in its modest size as measured by
revenues of less than $300 million and its single commodity product
focus, limited number of facilities, concentrated customer base,
limited number of market applications, as well as competition with
larger and better capitalized companies. The greater tolerance for
maintaining a leveraged capital structure given Cyanco's ownership
by a private equity owner constrains its credit quality.
The B2 CFR also takes into consideration Cyanco's solid market
position in producing and selling sodium cyanide, a key enabler of
mining gold from ore with low substation risk, its ability to pass
through raw materials and transportation costs to its customers,
and high EBITDA margin despite the commodity nature of the
product.
The stable outlook reflects Moody's expectation that Cyanco will
maintain high profit margins and remain free cash flow positive
under this new private equity sponsor, as well as maintain a good
liquidity profile.
There is very little upside to the rating at the time given the pro
forma elevated leverage, narrow business profile, limited free cash
flow generation in the next two years and the new private equity
ownership. Moody's would only contemplate a positive ratings action
once Free Cash Flow/Debt rises above 10% and leverage declines
below 4.0x on a sustainable basis.
If Cyanco's leverage remains above 6.0x for an extended period of
time or there is debt-financed shareholder remuneration, Moody's
would consider a downgrade. A disruption to operations, economic
downturn, or weakness to the price and volume that turns its free
cash flow negative beyond one year time horizon could also result
in a downgrade.
Cyanco's $380 million senior secured first-lien term loan and $50
million revolver are rated B2, in line with its CFR, given their
predominant share in the debt capital structure and their seniority
relative to the second-lien term loan. The $100 million of
second-lien term loan is rated Caa1, two notches below the CFR,
reflecting its effective subordination to the first-lien debt.
Cyanco Intermediate Corporation (Cyanco), headquartered in
Pearland, Texas, is a producer of a single product, sodium cyanide,
sold to the mining industry to extract gold and silver from ore.
The company has two manufacturing sites, a NaCN facility in
Winnemucca, Nevada that services customers in the US, Canada, and
Mexico; and a solid NaCN plant in Houston Texas that services
non-U.S. markets, which is co-located with an acrylonitrile (AN)
facility that produces HCN as a byproduct. Cyanco generated
revenues of $244 million in 2017.
CYPRESS SEMICONDUCTOR: Moody's Hikes CFR to Ba3; Outlook Stable
---------------------------------------------------------------
Moody's Investors Service upgraded Cypress Semiconductor
Corporation's Corporate Family Rating ("CFR") to Ba3 from B1 and
Probability of Default Rating ("PDR") to Ba3-PD from B1-PD. Moody's
also upgraded the ratings on the company's first lien credit
facilities to Ba2 from Ba3 and the Speculative Grade Liquidity
("SGL") rating to SGL-2 from SGL-3. The rating upgrades were driven
by continued improvement in Cypress' operating performance
following a period of elevated debt leverage stemming from the
initially dilutive impact of the debt financed, $550 million
acquisition of Broadcom Ltd.'s ("Broadcom") wireless Internet of
Things ("IoT") business in mid 2016. The outlook remains stable.
Moody's upgraded the following ratings:
Corporate Family Rating, Upgraded to Ba3 from B1
Probability of Default Rating, Upgraded to Ba3-PD from B1-PD
Senior Secured Revolving Credit Facility expiring 2020 -- Upgraded
to Ba2 (LGD3) from Ba3 (LGD3)
Senior Secured Term Loan due 2021 -- Upgraded to Ba2 (LGD3) from
Ba3 (LGD3)
Speculative Grade Liquidity rating to SGL-2 from SGL-3
Outlook is Stable
RATINGS RATIONALE
Cypress' Ba3 CFR is supported by the company's strong market
position as a provider of NOR flash memory semiconductors, SRAMs,
and microcontrollers to an array of end market customers. The
rating is also supported by Cypress' moderating debt leverage
(approximately 3x Moody's adjusted as of December 31, 2017) as the
company continues to benefit from the realization of revenue and
cost synergies from the Broadcom acquisition as well as the 2017
consolidation of its manufacturing footprint. These actions have
led to sales gains, improving profitability margins, and healthy
free cash flow ("FCF") generation. The rating is constrained by
Cypress' exposure to the cyclical semiconductor industry which has
been susceptible to economic downturns as well as the potential for
additional debt-financed acquisitions and share repurchases.
Moody's believes Cypress' liquidity will be good over the next
year, as indicated by the SGL-2 rating. Liquidity will be supported
by $151.6 million of cash on the company's balance sheet as of
December 31, 2017, approximately $450 million of revolver
availability, and Moody's expectation of FCF (after dividends) in
excess of $150 million in 2018. The company's credit facility is
subject to financial maintenance covenants (based on covenant
EBITDA) including a minimum fixed charge coverage ratio requirement
of 1x and a maximum leverage ratio requirement of 4.25x which will
gradually step down to 4.00x through July 1, 2018 and 3.75x
thereafter. Moody's expects the company to remain comfortably in
compliance with its covenants over the coming year.
The stable ratings outlook principally reflects Moody's expectation
that Cypress will generate mid-single digit organic revenue gains
in 2018, driven principally by growth in the company's
microcontroller and wireless connectivity product segments
targeting consumer electronics and automotive applications.
Operating leverage driven improvement in margins should drive
healthy EBITDA growth during this period, resulting in moderate
deleveraging to the mid 2x level.
What Could Change the Rating - Up
The ratings could be upgraded if Cypress effectively expands
revenue and improves margins such that adjusted debt to EBITDA is
sustained below 2x and FCF/Debt is above 20% with adherence to
disciplined financial policies.
What Could Change the Rating - Down
The ratings could be downgraded if revenue contracts materially
from current levels or Cypress adopts more aggressive financial
policies that result in adjusted debt to EBITDA sustained above 3x
or FCF/Debt below 10%.
The principal methodology used in these ratings was Semiconductor
Industry Methodology published in December 2015.
Cypress Semiconductor Corp. ("Cypress") provides mixed-signal
integrated circuits and holds leading positions in the markets for
NOR flash memory semiconductors, SRAMs, and microcontrollers.
Cypress is projected to generate annual revenues of approximately
$2.4 billion in 2018.
DATACONNEX LLC: Hires Tampa Law as Counsel
------------------------------------------
Dataconnex, LLC, seeks authority from the U.S. Bankruptcy Court for
the Middle District of Florida to employ Tampa Law Advocates, P.A.,
as counsel to the Debtor.
Dataconnex, LLC requires Tampa Law to:
a. analyze the financial situation and render advice and
assistance to the Debtor in determining whether to file a
petition under the U.S. Bankruptcy Code;
b. advise the Debtor with regard to the powers and duties of
the Debtor and as Debtor-in-possession in the continued
operation of the business and management of the property of
the estate;
c. prepare and file the petition, schedules of assets and
liabilities, statement of affairs, and other documents as
required by the Bankruptcy Court;
d. represent the Debtor at the Section 341 Meeting of
Creditors;
e. give the Debtor legal advice with respect to its powers and
duties as Debtor-in-Possession in the continued operation
of its business and management of its property;
f. advise the Debtor with respect to its responsibilities in
complying with the U.S. Trustee's Operating Guidelines and
Reporting Requirements and with the rules of the court;
g. prepare necessary motions, pleadings, applications,
answers, orders, complaints, and other legal papers and
appear on hearings thereon;
h. protect the interest of the Debtor in all matters pending
before the court;
i. represent the Debtor in negotiation with its creditors in
the preparation of the Chapter 11 Plan; and
j. perform all other legal services for the Debtor as Debtor-
in-Possession which may be necessary herein, and is
necessary for the Debtor as Debtor-in-Possession to employ
this attorney for such professional services.
Tampa Law will be paid at these hourly rates:
Attorneys $300
Paralegals $150
Prior commencement of the case the Debtor paid an advance fee of
$16,717.
Tampa Law will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Samantha L. Dammer, partner of Tampa Law Advocates, P.A., assured
the Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.
Tampa Law can be reached at:
Samantha L. Dammer, Esq.
TAMPA LAW ADVOCATES, P.A.
620 East Twiggs Street, Suite 110
Tampa, FL 33602
Tel: (813) 288-0303
Fax: (813) 466-7495
E-mail: sdammer@attysam.com
About Dataconnex, LLC
Dataconnex, LLC -- http://dataconnex.com/-- is a privately held
company in Brandon, Florida that offers advanced telecommunication
solutions, from internet and data to voice services. DataConnex was
founded to meet the needs of small to medium size businesses, with
three offices throughout the Southeast.
Dataconnex, LLC, based in Brandon, FL, filed a Chapter 11 petition
(Bankr. M.D. Fla. Case No. 18-01069) on Feb. 14, 2018. In the
petition signed by William R. Blahnik, manager, the Debtor
disclosed $4.18 million in assets and $19.07 million in
liabilities. Samantha L. Dammer, Esq., at Tampa Law Advocates,
P.A., serves as bankruptcy counsel to the Debtor.
DBSI INC: Seeks to Compel IRS to Return $3.6M in Funds
------------------------------------------------------
Ryan Boysen, writing for Bankruptcy Law360, reports that James R.
Zazzali, the bankruptcy trustee of DBSI Inc., has moved for a quick
win in its claw back suit against the IRS in Idaho federal court,
arguing the federal tax authority is still on the hook for $3.6
million the company used to pay its principals' income taxes.
The report notes that the IRS will already have to pay DBSI roughly
$13.5 million, after Chapter 11 trustee James R. Zazzali
successfully defended an earlier order by the bankruptcy court
dismissing the agency's "sovereign immunity" defense before the
Ninth Circuit.
About DBSI Inc.
Headquartered in Meridian, Idaho, DBSI Inc. and its affiliates were
engaged in numerous commercial real estate and non-real estate
projects and businesses. On Nov. 10, 2008, and other subsequent
dates, DBSI and 180 of its affiliates filed for Chapter 11
protection (Bankr. D. Del. Lead Case No. 08-12687). DBSI estimated
assets and debt between $100 million and $500 million as of the
Chapter 11 filing.
Lawyers at Young Conaway Stargatt & Taylor LLP serve as the
Debtors' bankruptcy counsel. The Official Committee of Unsecured
Creditors tapped Greenberg Traurig, LLP, as its bankruptcy counsel.
Kurtzman Carson Consultants LLC is the Debtors' notice claims and
balloting agent.
Joshua Hochberg, a former head of the Justice Department fraud
unit, served as an Examiner and called the seller and servicer of
fractional interests in commercial real estate an "elaborate shell
game" that "consistently operated at a loss" in his report released
in October 2009. McKenna Long & Aldridge LLP was counsel to the
Examiner.
On Sept. 11, 2009, the Honorable Peter J. Walsh entered an Order
appointing James R. Zazzali as Chapter 11 trustee for the Debtors'
estates. On Oct. 26, 2010, the trustee won confirmation of the
Second Amended Joint Chapter 11 Plan of Liquidation for DBSI,
paving the way for it to pay creditors and avoid years of expensive
litigation over its complex web of affiliates. The plan, which was
declared effective Oct. 29, 2010, was co-proposed by DBSI's
unsecured creditors committee.
Pursuant to the confirmed Chapter 11 plan, the DBSI Real Estate
Liquidating Trust was established as of the effective date and
certain of the Debtors' assets, including the Debtors' ownership
interest in Florissant Market Place was transferred to the RE
Trust. Mr. Zazzali and Conrad Myers were appointed as the
post-confirmation trustees. Messrs. Zazzali and Myers are
represented by lawyers at Blank Rime LLP and Gibbons P.C.
DIRECTWORKS INC: Ares Values $1.8 Million Loan at 11% of Face
-------------------------------------------------------------
Ares Capital Corporation has marked its $1.8 million loan extended
to privately held Directworks, Inc. and Co-Exprise Holdings, Inc.,
to market at $200,000 or about 11% of the outstanding amount, as of
Dec. 31, 2017, according to a disclosure contained in a Form 10-K
filing with the Securities and Exchange Commission for the fiscal
year ended Dec. 31, 2017.
Ares extended to Directworks and Co-Exprise Holdings a first lien
senior secured loan. The loan is scheduled to mature April 2018.
Ares said that as of Dec. 31, 2016, the loan charged interest at
10.25% (Libor + 9.25%/M)). As of Dec. 31, 2017, the loan was on
non-accrual status.
Directworks, Inc. and Co-Exprise Holdings, Inc. provide cloud-based
software solutions for direct materials sourcing and supplier
management for manufacturers.
According to an October 27, 2017 statement, Ivalua, which provides
Cloud Spend Management services, said it has acquired Directworks
to better enable customers to manage direct materials and serve the
needs of the manufacturing industry.
DISH NETWORK: Moody's Puts Ba3 CFR on Review for Downgrade
----------------------------------------------------------
Moody's Investors Service has placed all ratings for DISH Network
Corporation and its subsidiary DISH DBS Corporation ("DISH DBS"),
including its Ba3 corporate family rating (CFR) and its Ba3 senior
unsecured debt ratings, on review for downgrade. The review is
prompted by the company's declining trends in operating
performance, including the secular pressure on satellite pay TV
subscriptions and on EBITDA. Such erosion has exceeded its pace of
debt and leverage reduction at DISH DBS, and at the same time,
consolidated leverage has risen to levels above Moody's
expectations for its Ba3 long-term credit rating.
On Review for Downgrade:
Issuer: Dish DBS Corporation
-- Senior Unsecured Regular Bond/Debenture, Placed on Review for
Downgrade, currently Ba3 (LGD4)
Issuer: Dish Network Corporation
-- Probability of Default Rating, Placed on Review for Downgrade,
currently Ba2-PD
-- Corporate Family Rating, Placed on Review for Downgrade,
currently Ba3
-- Senior Unsecured Conv./Exch. Bond/Debenture, Placed on Review
for Downgrade, currently Ba3 (LGD5)
Outlook Actions:
Issuer: Dish DBS Corporation
-- Outlook, Changed To Rating Under Review From Stable
Issuer: Dish Network Corporation
-- Outlook, Changed To Rating Under Review From Stable
RATINGS RATIONALE
The review will focus on DISH's ability to reduce leverage, either
through EBITDA growth or debt repayment. Such ability will depend
upon the pace of the secular decline of subscriptions to the higher
margin satellite pay TV operation, offset somewhat by growth in
Dish's lower margin over-the-top virtual MVPD SLING operation.
Moody's will also assess whether the DISH DBS's cash flow will
continue to fund DISH's 5G wireless Internet of Things (IOT) 5G
ambitions, including calls on capital for spectrum and for meeting
the FCC's build out requirements. The review will also focus on the
fact that DISH has significant asset value in the undeveloped
spectrum it holds, which provides optionality and potential
liquidity value, though these assets presently don't legally
support the DISH DBS credit.
The principal methodology used in these ratings was Global Pay
Television - Cable and Direct-to-Home Satellite Operators published
in January 2017.
DISH DBS Corporation ("DISH DBS") is a wholly owned subsidiary of
DISH Network Corporation ("DISH") and is a direct broadcast
satellite (DBS) pay-TV provider, with about 13.2 million
subscribers as of 12/31/17. Revenue for fiscal year 2017 was $14.4
billion, down from $15.2 for the previous comparable year.
DON P. CHAIREZ: Court Dismisses Chapter 11 Bankruptcy Case
----------------------------------------------------------
Bankruptcy Judge Robert Kwan entered an order dismissing the
bankruptcy case captioned In re: DON P. CHAIREZ and MARIA J.
CHAIREZ, Chapter 11, Debtors, Case No. 2:15-bk-27143-RK (Bankr.
C.D. Cal.).
The creditors have not been active in this case, including the
largest creditor, the Bank of Nevada, which filed a proof of claim
of about $373,000, which is over half of the amount of unsecured
claims filed in this case totaling about $700,000. The creditors
have not appeared generally at hearings in this case since the case
was reassigned to the undersigned United States Bankruptcy Judge in
March 2017. According to the Debtors in the second amended
disclosure statement, their Chapter 7 liquidation analysis would
result in an estimated general unsecured creditor dividend of 2
percent of claims. While this analysis is uncorroborated, it may
explain the lack of interest of creditors in appearing in the case
and the lack of benefit to creditors in having the case converted
to Chapter 7 or a Chapter 11 trustee appointed.
Thus, the court has reason to determine that conversion or trustee
appointment would not be in the best interest of creditors and that
it would be best to dismiss the case and allow the Debtor to work
out their debts with their creditors outside of bankruptcy. This
would allow the creditors to pursue their nonbankruptcy collection
remedies once the case is dismissed. Therefore, the court
determines that dismissal under the circumstances of this case is
in the best interests of all of the creditors and the estate.
There is no bar to the Debtors filing a new case under the
Bankruptcy Code, 11 U.S.C.
A full-text copy of Judge Kwan's Order dated Feb. 8, 2018 is
available at https://is.gd/EHFI63 from Leagle.com.
Don P. Chairez, Debtor, represented by Jeffrey A. Cogan.
Maria J. Chairez, Joint Debtor, represented by Jeffrey A. Cogan.
United States Trustee, U.S. Trustee, represented by Hatty K. Yip --
hatty.yip@usdoj.gov -- Office of the UST/DOJ.
DOWNSTREAM DEVELOPMENT: Moody's Raises CFR to B2; Outlook Stable
----------------------------------------------------------------
Moody's Investors Service upgraded Downstream Development
Authority's (DDA) Corporate Family Rating to B2 from B3, and its
Probability of Default Rating to B2-PD from B3-PD. The B2 rating on
DDA's $270 million senior secured notes due 2023 was affirmed. The
rating outlook is stable.
This rating action follows the closing of DDA's new $40 million
term loan (unrated) and new $270 million senior secured notes due
2023. Proceeds from these new debt issues were used to refinance
DDA's $32 million first lien credit facility and $265 million
senior secured notes due 2019. Although $42 million of the senior
secured notes have not been tendered, DDA plans to redeem the
remaining notes outstanding on March 3, 2018. Once these notes have
been redeemed, Moody's will withdraw the rating on these notes.
This completes the review for upgrade that Moody's initiated on
January 18, 2018.
"The upgrade reflects the meaningful extension of DDA's debt
maturity profile as a result of the refinancing with the company's
earliest debt maturity being four years from now," stated Keith
Foley, a Senior Vice President at Moody's.
Upgrades:
Issuer: Downstream Development Authority
-- Probability of Default Rating, Upgraded to B2-PD from B3-PD
-- Corporate Family Rating, Upgraded to B2 from B3
Outlook Actions:
Issuer: Downstream Development Authority
-- Outlook, Changed To Stable From Rating Under Review
Affirmations:
Issuer: Downstream Development Authority
-- Senior Secured Regular Bond/Debenture, Affirmed B2 (LGD4)
RATINGS RATIONALE
Key credit concerns include DDA dependence on one casino to
generate all of its revenue and cash flow and small scale with
annual net revenue of just $170 million. As a result, the company
is naturally subject to greater risks than a multi-facility and
more geographically diversified gaming company. DDA's lack of
diversification, along with the company's relatively high
debt/EBITDA at about 5.4 times, makes it more vulnerable to market
conditions including, regional economic swings in its only market
area, higher promotional activity, and possible earnings
compression.
Positive credit consideration considers that minimal capital
expenditure requirements and lack of near-term debt maturities will
enable DDA to continue to generate positive annual free cash flow
after interest, capital expenditures, and cash distributions of
between $8 million and $10 million made to the Quapaw Tribe of
Oklahoma, the owner of DDA and the Downstream Casino Resort.
The stable rating outlook reflects DDA's positive free cash flow
and stable operating performance despite new competition that
recently opened nearby. DDA's ratings could be upgraded if the
company demonstrates the ability and willingness to maintain
debt/EBITDA below 4.0 times and maintains good liquidity. DDA's
ratings could be downgraded if the company's debt/EBITDA rises
above 6.0 times for any reason or if liquidity weakens materially.
The principal methodology used in these ratings was Gaming Industry
published in December 2017.
DDA is a wholly owned unincorporated instrumentality of the Quapaw
Tribe of Oklahoma, a federally recognized Native American tribe
with approximately 4,900 enrolled members. Downstream owns and
operates the Downstream Casino Resort, a Native American casino
located at the point where the state borders for Kansas, Missouri
and Oklahoma meet -- its casino is in Oklahoma and part of its
parking lot is located in Kansas.
ECKLER INDUSTRIES: Ares Values $32.9 Million Loan at 74% of Face
----------------------------------------------------------------
Ares Capital Corporation has marked its $32.9 million loan extended
to privately held Eckler Industries, Inc. to market at $24.4
million or about 74% of the outstanding amount, as of Dec. 31,
2017, according to a disclosure contained in a Form 10-K filing
with the Securities and Exchange Commission for the fiscal year
ended Dec. 31, 2017.
Ares in July 2012 extended to Eckler Industries:
$2.0 million par value first lien senior secured
revolving loan (Due December 2017)
$6.6 million par value first lien senior secured loan
(due December 2017); and
$24.3 million par value first lien senior secured loan
(due December 2017)
Ares says that as of Dec. 31, 2017:
$1.5 million is the fair value of the revolving loan;
$4.9 million is the fair value of the $6.6 million loan; and
$18.0 million is the fair value of the $24.3 million loan.
All three loans, according to Ares, had non-accrual status as of
Dec. 31, 2017.
Eckler Industries, Inc. -- https://www.ecklers.com/ -- sells
corvette parts and accessories through online catalog.
ECLIPSE BERRY: Committee Taps Levene Neale as Legal Counsel
-----------------------------------------------------------
The official committee of unsecured creditors of Eclipse Berry
Farms, LLC, seeks approval from the U.S. Bankruptcy Court for the
Central District of California to hire Levene, Neale, Bender, Yoo &
Brill LLP as its legal counsel.
The firm will advise the committee regarding the requirements of
the Bankruptcy Code; assist in evaluating any potential sale of the
Debtor's assets; represent the committee in the negotiation and
preparation of a plan of reorganization; and provide other legal
services related to the Debtor's Chapter 11 case.
The firm's hourly rates for its attorneys range from $425 to $595.
Paraprofessionals charge 250 per hour.
David Neale, Esq., and John-Patrick Fritz, Esq., the attorneys who
will be representing the committee, will charge $595 per hour and
$565 per hour, respectively.
Mr. Neale, a partner at Levene, disclosed in a court filing that
his firm is a "disinterested person" as defined in Section 101(14)
of the Bankruptcy Code.
Levene can be reached through:
David L. Neale, Esq.
John-Patrick M. Fritz, Esq.
Levene, Neale, Bender, Yoo & Brill LLP
10250 Constellation Boulevard, Suite 1700
Los Angeles, CA 90067
Tel: (310) 229-1234
Fax: (310) 229-1244
E-mail: dln@lnbyb.com
jpf@lnbyb.com
About Eclipse Berry Farms
Founded in 1999, Eclipse Berry Farms operates farms that produce
berry products. The company is based in Los Angeles, California.
Eclipse Berry Farms, LLC and its affiliates Harvest Moon Strawberry
Farms, LLC and Rosalyn Farms, LLC, filed Chapter 11 petitions (C.D.
Cal. Case Nos. 18-10443, 18-10453 and 18-10464, respectively) on
Jan. 16, 2018. In the petition signed by CRO Robert Marcus,
Eclipse Berry Farms estimated $10 million to $50 million in assets
and less than $100 million in debt.
Hon. Barry Russell is the case judge.
The Debtors tapped Kevin H. Morse, Esq., at Saul Ewing Arnstein &
Lehr LLP as bankruptcy counsel; Lewis Brisbois Bisgaard & Smith,
LLP as local counsel; McCarron & Diess as special PACA counsel; and
Murray Wise Capital LLC as financial advisor.
The Office of the U.S. Trustee appointed an official committee of
unsecured creditors on Feb. 9, 2018.
EDWARD W PAGANO: Taps Recckio as Real Estate Broker
---------------------------------------------------
Edward W. Pagano, Jr. Concord Trail, LLC, seeks approval from the
U.S. Bankruptcy Court for the Western District of New York to hire
Recckio Real Estate Development, Inc. as its real estate broker.
The firm will help the Debtor market its property located at 3721
E. Main Road, Pomfret, New York; and assist the Debtor with
consummating a sale of the property or entering into a lease
agreement.
The Debtor has a fee simple interest in the property, which it
valued at $750,000 as of the petition date.
Recckio will receive a commission of 7% of the total sale price if
a sale of the property occurs before Jan. 6, 2019.
If a lease for the property is entered into before the termination
date, the firm will receive a commission of 7% of the gross rent
payable for the initial term and for any renewal, extension, rent
increase or space add-on to the initial lease term.
Meanwhile, if any deposit or earnest money received by Recckio is
forfeited, the firm will deduct 10% of the deposit as special
commission.
Rick Recckio, real estate agent employed with Recckio, disclosed in
a court filing that his firm does not hold or represent any
interest adverse to the Debtor or its estate and creditors.
The firm can be reached through:
Rick Recckio
Recckio Real Estate Development, Inc.
7858 Transit Road
Williamsville, NY 14221
Phone: 716-998-4422
Fax: (716) 632-6666
Email: rick@recckio.com
About Edward W. Pagano, Jr. Concord Trail
Based in Dunkirk, New York, Edward W. Pagano, Jr. Concord Trail,
LLC, is a limited liability company and its principal assets are
located in Pomfret, New York. Its primary activity is the business
of owning and operating commercial real property and activities
incidental thereto.
The Company filed a Chapter 11 petition (Bankr. W.D.N.Y. Case No.
17-12645) on Dec. 14, 2017, estimating $500,001 to $1 million in
both assets and liabilities.
The Debtor is represented by Michael A. Weishaar, Esq., at
Gleichenhaus, Marchese & Weishaar, PC as general counsel.
ENVIGO LABORATORIES: Moody's Confirms Caa1 CFR; Outlook Negative
----------------------------------------------------------------
Moody's Investors Service confirmed Envigo Laboratories Inc.'s Caa1
Corporate Family Rating and Caa1-PD Probability of Default Rating.
Moody's also confirmed the B2 rating on the first lien senior
secured credit facilities and the Caa2 rating on the second lien
credit facility. This action follows the termination of Envigo's
merger agreement with Avista Healthcare Public Acquisition Corp.
(AHPAC). The rating outlook is negative. Moody's will withdraw the
B3 rating on Envigo International Holdings, Inc.'s credit facility
given that the issuance was contingent on the successful close of
the merger with AHPAC. This concludes the rating review initiated
on August 24, 2017.
The rating confirmation at Caa1 reflects Moody's expectation that
Envigo's capital structure will remain highly leveraged at over 7x
debt/EBITDA in 2018. Unless the company can refinance its debt
prior to April 2018, its liquidity will deteriorate meaningfully as
a result of a scheduled step up in interest expense.
On February 14, 2018, Envigo's parent, Envigo International
Holdings, Inc. and AHPAC, terminated their merger agreement
initiated on August 21, 2017. As a result, there is no change to
Envigo's existing capital structure as its proposed debt was not
issued.
Ratings confirmed:
Envigo Laboratories Inc.
Corporate Family Rating at Caa1
Probability of Default Rating at Caa1-PD
Senior secured 1st lien term loans at B2 (LGD2)
Senior secured 2nd lien term loan at Caa2 (LGD5)
Outlook, Changed To Negative from Rating Under Review
Rating Withdrawn:
Envigo International Holdings, Inc.
Senior secured credit facilities at B3 (LGD 3)
RATINGS RATIONALE
Envigo's Caa1 Corporate Family Rating reflects its very high
financial leverage, with adjusted debt/EBITDA of 7.5x for the
twelve months ended December 31, 2017. Moody's believes leverage
will decline to 7.0x in 2018, however free cash flow will be
modest. The rating also reflects Envigo's weak coverage of fixed
costs, including interest, capital expenditures and pension
payments. Envigo has significant concentration of revenue and
profits in the UK, exposing it to volatility associated with
currency fluctuations. In addition, its lab animal business
(research models) is dependent on price increases to offset ongoing
volume declines. The ratings are supported by high barriers to
entry and the defensible nature of the research model business.
Moody's expects that Envigo's liquidity will be adequate over the
next year. Free cash flow will be weak as a result of a scheduled
step-up in interest expense (incremental $12 million annually) in
its credit agreement. Envigo had $56 million of cash at September
30, 2017 and no committed revolving credit facility. The company's
credit agreement has a maximum net secured leverage ratio covenant
that step downs 0.2 times per quarter throughout 2018 ending at
6.30 times at 12/31/18 (as defined by the bank credit agreement).
Moody's believes that the company will have modest cushion under
the covenant, supported by its earnings growth.
The negative outlook reflects Moody's view that while Envigo's
earnings will improve in 2018, leverage will remain high and
liquidity will be adequate with very modest free cash flow over the
next 12-18 months. In addition, refinancing risk is rising with
most of Envigo's debt maturing in April 2020.
The ratings could be downgraded if liquidity deteriorates or if the
company fails to refinance its capital structure well in advance of
maturities which begin in April 2020. Envigo will need to refinance
its capital structure and materially improve its liquidity before
Moody's would consider an upgrade. Additionally, adjusted debt to
EBITDA would need to improve to under 7.0 times before Moody's
would consider an upgrade.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
Headquartered in New Jersey, Envigo is an early stage contract
research organization. The company provides non-clinical safety
assessment services. It also provides laboratory animals (rats and
mice) for use in research by the pharmaceutical, chemical and crop
protection industries, as well as academic and governmental
institutions. Net revenue for the twelve months ended September 30,
2017 approximated $398 million.
EPV MERGER: Moody's Assigns B3 CFR; Outlook Stable
--------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating
(CFR) and a B3-PD Probability of Default Rating (PDR) to EPV Merger
Sub Inc. and upon close, all ratings will be at Vectra Co. The
first lien senior secured credit facility was rated B1, and the
second lien term loan was rated Caa2. The rating outlook is
stable.
Proceeds from the $455 million senior secured credit facility along
with significant equity will fund the acquisition of Vectra Co., an
intermediate holding company for EaglePicher. GTCR, the sponsor, is
anticipated to use almost $400 million of cash and rollover equity
to help fund the purchase from Apollo.
Moody's assigned the following ratings:
EPV Merger Sub Inc.:
Corporate Family Rating, at B3
Probability of Default, at B3-PD
First lien senior secured credit facility rated B1 (LGD3)
Second lien senior secured term loan rated Caa2 (LGD5)
The rating outlook is stable
RATINGS RATIONALE
The assignment of a B3 CFR to EPV Merger Sub, Inc. reflects
Vectra's high financial leverage, small size, significant industry
concentration, ongoing pressure to reduce costs to improve margins,
startup nature as a standalone company and private equity
ownership. Vectra Co. benefits from substantial customer
entrenchment and long history as a provider of high quality mission
critical specialized batteries for high tech applications often
with sole-source supplier relationships. The company has a good
reputation within the industry, high degree of revenue visibility
and diverse portfolio of contracts and programs. Its defense
segment represents close to 70% of revenues with most of the
balance in aerospace and medical applications.
The rating benefits from its longstanding relationships with
blue-chip customers. The batteries are specialized into the
customers' specific end markets and remain a part of the product
for the duration of the program. Vectra's strong reputation and
performance record has led to contract renewal rates of roughly
95%.
The rating however is constrained by high leverage and small size.
Moody's expects 2018 revenue to be approximately $250 million. The
company's relatively small revenue base along with significant
industry concentration (about 90% in Aerospace & Defense) is a
ratings negative.
Vectra Co.'s liquidity profile is adequate with positive free cash
flow generation expected and significant availability under a large
($50 million) revolving credit facility. The company receives
funding for investments from customers enhancing their liquidity
profile. For instance, the company was recently awarded $23 million
for lithium ion technology in military application by the
Department of Defense. Moody's expect customer funding to limit
capital expenditures requirements resulting in free cash flow of
over $15 million within the next 12-18 months.
The B1 rating on the first lien senior secured credit facilities,
(two notches above the CFR) reflects the expected recovery rates
that benefit from junior capital beneath their claims to absorb
losses in downside scenarios. The Caa2 rating on the second lien
senior secured term loan reflects lower recovery prospects given
its subordinated position to a significant level of senior claims
in the capital structure.
The ratings could be upgraded when the company establishes a record
as a stand-alone company, if leverage is expected to be sustained
below 5.5 times, or if interest coverage is expected to be
sustained above 2 times.
The ratings could be downgraded if leverage is expected to reach
7.5 times for several periods, if the company experiences negative
free cash flow, or if EBIT/interest was trending towards 1.25
times. Shareholder friendly actions that resulted in higher
leverage could also pressure the rating.
Vectra, through its EaglePicher subsidiary is a provider of
specialty power solutions for critical application with high cost
of failure. Production is focused on the aerospace & defense and
medical markets. Product applications include missiles, directed
energy weapons, satellites, and implantable medical devices. The
company is expected to be purchased by GTCR, LLC for $925 million.
The acquisition is expected to be financed with a $50 million first
lien revolving credit facility, $405 million first lien term loan,
$160 million second lien term loan, as well as cash and rollover
equity. FY 2017 revenue was approximately $220 million.
The principal methodology used in these ratings was Global
Aerospace and Defense Industry published in April 2014.
ESTEEM HOSPICE: New Plan to Pay IRS Claim in Full at 4% Interest
----------------------------------------------------------------
Esteem Hospice, LLC, filed with the U.S. Bankruptcy Court for the
Eastern District of Texas an amended disclosure statement with
respect to its amended plan of reorganization dated Feb. 13, 2018.
Under the terms of the amended plan, the Claim of the Debtor's sole
secured creditor, the IRS, will be fully satisfied by the payment
of the obligation to the IRS for the secured claim of the IRS.
There will be applied against the IRS's secured claims all
"adequate protection" payments made by the Debtor to the IRS during
the pendency of the Chapter 11 Case to the Effective Date of the
Plan. The IRS's secured claim will continue to be secured by the
collateral which secured its secured liens as of the bankruptcy
filing date and will accrue interest at 4% per annum until the
claim is paid in full. Priority creditors will receive the
treatment called for under the Bankruptcy Code for repayment of
their claims. Unsecured creditors will be paid the allowed amount
of their claims, without interest, in 20 equal quarterly
installments commencing on the first day of the first month
following the Effective Date, and continuing quarterly thereafter.
Equity Interest Holders will retain their membership interests in
the Reorganized Debtor, provided, however, that no distribution
will be made on account of such interests until all payments are
made as provided in the Plan. Administrative Claims and Secured Ad
Valorem Tax Claims are not classified. A Claim or Interest is
placed in a particular Class only to the extent that the Claim or
Interest falls within the description of that Class, and is
classified in other Classes to the extent that any portion of the
Claim or Interest falls within the description of such other
Classes. A Claim is also placed in a particular Class for the
purpose of receiving distributions pursuant to the Plan only to the
extent that such Claim is an Allowed Claim in that Class and such
Claim has not been paid, released, or otherwise settled prior to
the Confirmation Date.
As reported by the Troubled Company Reporter on Jan. 18, 2018,
under the terms of the initial plan, the Claim of the Debtor's sole
secured creditor, the IRS, will be fully satisfied by the payment
of the obligation to the IRS. The IRS's secured claim will continue
to be secured by the collateral which secured its secured liens as
of the bankruptcy filing date. Unsecured creditors will be paid
100% of their claims, without interest, in 20 equal [quarterly]
installments commencing on the first day of the first month
following the Effective Date, and continuing quarterly thereafter.
Equity Interest Holders will retain their membership interests in
the Reorganized Debtor, provided, however, that no distribution
will be made on account of such interests until all payments are
made as provided in the Plan.
A full-text copy of the Amended Disclosure Statement is available
at:
http://bankrupt.com/misc/txeb17-40069-131.pdf
A full-text copy of the Amended plan is available at:
http://bankrupt.com/misc/txeb17-40069-132.pdf
About Esteem Hospice
Esteem Hospice, LLC filed a Chapter 11 bankruptcy petition (Bankr.
E.D. Tex. Case No. 17-40069) on Jan. 11, 2017. In the petition
signed by Gary B. Merchant, managing member, the Debtor estimated
$1 million to $10 million in both assets and liabilities. The Hon.
Brenda T. Rhoades presides over the case. McGuire, Craddock &
Strother, PC, is the Debtor's counsel.
EXCO RESOURCES: Committee Hires Brown Rudnick, Jackson Walker
-------------------------------------------------------------
Henry G. Hobbs, Jr., the Acting United States Trustee for Region 7,
appointed five creditors to the Committee of Unsecured Creditors in
the Chapter 11 case of Exco Resources, Inc. and its
debtor-affiliates.
The Committee members are:
1. Wilmington Savings Fund Society, FSB
Attn: Patrick J. Healy
500 Delaware Avenue, 11th Floor
P.O. Box 957
Wilmington, DE 19899
Tel: 302-888-7420
E-Mail: phealy@wsfsbank.com
Counsel to Wilmington:
John R. Ashmead, Esq.
Seward & Kissel, LLP
One Battery Plaza
New York, NY 10004
Tel: 212-574-1366
Fax: 212-480-8421
E-Mail: ashmead@sewkis.com
2. FTS International Services, LLC
Attn: Jared Vitemb
777 Main Street, Suite 2900
Fort Worth, TX 76109
Tel: 817-339-5144
Fax: 817-339-3697
E-Mail: jared.vitemb@ftsi.com
Counsel to FTS:
Mark Felger, Esq.
Cozen O'Connor
1201 N. Market Street, Suite 1001
Wilmington, DE 19801
Tel: 302-295-2087
Fax: 877-286-4528
E-Mail: mfelger@cozen.com
3. Baker Hughes, a GE Company
Attn: Christopher J. Ryan
2001 Rankin Road
Houston, TX 77073
Tel: 713-879-1063
E-Mail: christopher.ryan3@bhge.com
Counsel to Baker Hughes:
Kenneth Green, Esq.
Snow Spence Green, LLP
2929 Allen Parkway, Suite 2800
Houston, TX 77019
Tel: 713-335-4800
Fax: 713-335-4848
E-Mail: kgreen@snowspencelaw.com
4. REME, LLC
d/b/a LEAM Drilling Services
Attn: Kathleen Glasgow
3114 W. Old Spanish Trail
New Iberia, LA 70560
Tel: 800-426-5349
E-Mail: kathleen.glasgow@leam.net
Counsel to Baker REME:
Phillip P. Owens II, Esq.
6907 N.W. 122nd Street
Oklahoma City, OK 73142-3903
Tel: 405-608-0708
Fax: 405-608-0709
E-Mail: po@owenslawofficepc.com
5. DRW Securities, LLC
Attn: Sinan Kermen
540 W. Madison
Chicago, IL 60661
Tel: 312-542-3159
E-Mail: skermen@drw.com
Counsel to DRW:
Brown Rudnick LLP
Robert J. Stark, Esq.
Seven Times Square
New York, NY 10036
Tel: 212-209-4862
Fax: 212-209-4801
E-Mail: rstark@brownrudnick.com
According to court papers filed by the Committee, it has hired as
counsel:
Patricia B. Tomasco, Esq.
Matthew D. Cavenaugh, Esq.
Kristhy M. Peguero, Esq.
Jennifer F. Wertz, Esq.
JACKSON WALKER L.L.P.
1401 McKinney Street, Suite 1900
Houston, TX 77010
Tel: (713) 752-4200
Fax: (713) 752-4221
E-mail: ptomasco@jw.com
E-mail: mcavenaugh@jw.com
E-mail: kpeguero@jw.com
E-mail: jwertz@jw.com
- and -
Robert J. Stark, Esq.
Kenneth J. Aulet, Esq.
Gerard T. Cicero, Esq.
Aja-Fullo L. Sanneh, Esq.
BROWN RUDNICK LLP
Seven Times Square
New York, NY 10036
Telephone: (212) 209-4800
Facsimile: (212) 209-4801
E-mail: rstark@brownrudnick.com
E-mail: kaulet@brownrudnick.com
E-mail: gcicero@brownrudnick.com
- and -
Steven B. Levine, Esq.
BROWN RUDNICK LLP
One Financial Center
Boston, MA 02111
Telephone: (617) 856-8200
Facsimile: (617) 856-8201
E-mail: slevine@brownrudnick.com
About EXCO Resources
EXCO Resources, Inc. (otc pink:XCOO) --
http://www.excoresources.com/-- is an oil and natural gas
exploration, exploitation, acquisition, development and production
company headquartered in Dallas, Texas with principal operations in
Texas, North Louisiana and the Appalachia region. EXCO's
headquarters are located at 12377 Merit Drive, Suite 1700, Dallas,
TX 75251.
EXCO Resources, Inc., and 14 of its affiliates sought Chapter 11
protection (Bankr. S.D. Tex. Lead Case No. 18-30155) on Jan. 15,
2018. EXCO disclosed total assets of $829.1 million and total debt
of $1.355 billion as of Sept. 30, 2017.
The Debtors' cases have been assigned to the Honorable Marvin
Isgur.
The Debtors tapped GARDERE WYNNE SEWELL LLP, and KIRKLAND & ELLIS
LLP, as bankruptcy counsel; PJT PARTNERS LP as financial advisor;
ALVAREZ & MARSAL NORTH AMERICA, LLC, as restructuring advisor; and
EPIQ BANKRUPTCY SOLUTIONS, LLC, as claims agent.
FIRST QUANTUM: Fitch Rates New US$850MM Senior Notes Due 2024 'B'
-----------------------------------------------------------------
Fitch Ratings has assigned Canada-based First Quantum Minerals
Ltd.'s (FQM) new 6.5% US$850 million senior notes due 2024 and
6.875% USD1 billion notes due 2026 final senior unsecured ratings
of 'B'/'RR4'. The ratings are in line with those on FQM Ltd's
outstanding senior unsecured notes.
The assignment of final ratings follows the receipt of documents
conforming to information already received. The final rating is in
line with the expected rating assigned on 20 February 2018.
The proceeds from the new notes will be used (i) to repay USD1.1
billion outstanding debt under FQM's revolving credit facility
(RCF) maturing in 2020, with a view to providing sufficient
liquidity to fund the remaining capital expenditure relating to the
Cobre Panama project; and (ii) to fully repay a USD0.7 billion FQM
term loan facility. The new notes are rated at the same level as
FQM's Issuer Default Rating (IDR) to reflect the fact that they are
a senior unsecured obligation of FQM and rank equally in right of
payment with all existing and future senior unsecured and
unsubordinated obligations. The notes are guaranteed by various
group entities, which together represented 49% of consolidated
group EBITDA in 2017.
The management is no longer pursuing the USD2.25 billion project
finance option as a source of financing for the Cobre Panama
project.
Fitch believes that FQM's operational profile is consistent with a
'BB' category rating. However, the rating is constrained by the
company's high debt levels and weak credit metrics, including
expected leverage of about 6.5x in 2018, which Fitch anticipates
will then decline below 5x by 2019, after the new issue.
KEY RATING DRIVERS
Improving Credit Metrics: Fitch expects FQM's gross leverage (total
debt/funds from operations (FFO)) to decline to 6.5x in 2018
(against 7x in 2017) and to fall below 5x by 2019, before
materially declining to about 3.5x in 2020 when Fitch expect Cobre
Panama to be making significant contributions to the group's
EBITDA. Fitch do not expect any improvement in leverage until 2019
due to the significant funding requirements for the development of
Cobre Panama in 2018.
Enhanced Maturity Profile: FQM has managed its maturity profile
until 2021 to match its Cobre Panama capex phasing and production
ramp-up, and the Sentinel and Kansanshi production ramp-up
schedule. The proceeds from the new notes will fully repay the term
loan and the outstanding drawn amount under the RCF. Once repaid,
the total undrawn RCF facility will increase to USD1.5 billion
maturing in 2020. The group intends to use this liquidity to fund
the capex for the Cobre Panama. Under the RCF, the net debt/EBITDA
covenant ratio of 5x will be maintained until June 2018, then fall
to 4.75x by June 2019 and then gradually decrease further to 3.5x.
Negative FCF, Sufficient Funding: Fitch project that FQM will have
sufficient funds to finance the negative FCF in 2018 of about
USD1.4 billion offset by expected cash inflows of around USD0.4
billion to be received from Franco-Nevada and KORES and USD1
billion available under the undrawn RCF facility. This position
reflects the ongoing development of the Cobre Panama mine
(scheduled to begin production by end-2018).
As a result, Fitch project Fitch adjusted gross debt will increase
in 2018, before decreasing after 2020, in line with the steep
bullet maturity payment expected in 2020 and 2021. Fitch believes
that the company's FCF generation and liquidity levels will be
sufficient for those maturities. Fitch treat the Franco-Nevada
contribution to Cobre-Panama capex as debt and the KORES
contributions as equity inflows.
Large Project Pipeline: In recent years, FQM has worked through a
large project pipeline, including the construction of the Kansanshi
smelter and Sentinel mine, as well as Cobre Panama. Sentinel
started commercial production in 2016, significantly contributing
to the company's results in 2017 (31% of copper sales in 2017) and
with the full benefit of the mine to be seen in 2018. Fitch still
expect gross capex, before third-party contributions to remain high
in 2018 at USD2.1 billion as FQM completes Cobre Panama. At the end
of 2017 the overall progress was 70%.
Large Zambian Operational Exposure: Assets in Zambia contributed
near 80% of group EBITDA in 2017 as the Sentinel mine approached
full output. The business environment for miners operating in
Zambia remains unstable. The reasons for this include dealings with
the government (enactment of new legislation for the mining sector)
as well as some operational considerations, such as power
shortages. Recently, however, FQM has indicated that the
environment for miners has improved and the power supply from Zesco
has stabilised.
Zambian Economic Background: In November 2017 Fitch affirmed
Zambia's Long-Term Foreign- and Local-Currency IDRs at 'B' with a
Negative Outlook. Zambia's rating reflects the sovereign's weak
fiscal management, high commodity dependence, and low income and
human development indicators, balanced against strengthening
economic growth, and the potential for the government's reform
agenda to successfully ameliorate structural constraints in the
economy while continuing with fiscal consolidation. The Negative
Outlook reflects the continuing downside risks from persistent
fiscal deficits and increased external debt servicing costs.
DERIVATION SUMMARY
FQM has a weaker competitive position in terms of scale,
diversification (72% revenue in 2017 from Zambia, although this
will decrease when Cobre Panama starts production) and a smaller
size of mining operations than its major global peers such as Anglo
American plc (BBB-/Stable) and Freeport-McMonRan Inc.
(BB+/Negative). However, FQM has been working through a large
project pipeline in recent years, including the Sentinel mine,
which started commercial production in 2016 and Cobre Panama, which
will lead to an improvement in its business profile over the period
to 2020.
FQM's financial profile is also weaker than that of its peers and
is the key constraint on its rating level. Unlike its peers the
company did not have the flexibility to cut back substantially on
capex during 2016, which has led to an increasing debt burden. In
addition, FQM did not receive the full benefit of the current
improvement in copper prices in 2017 as it has hedged approximately
90% of its 2017 copper sales.
KEY ASSUMPTIONS
Fitch's Key Assumptions Within Fitch Rating Case for the Issuer
- Fitch's copper price assumptions of USD6,000/tonne in 2018,
USD6,200/tonne in 2019 and USD6,500/tonne thereafter
- Volumes as per management guidance
- Total capex (excluding third-party contribution to Cobre
Panama) of about USD2.1 billion in 2018, decreasing to USD680
million in 2019 and USD480 million in 2020;
- Additional cash inflows from the Franco-Nevada streaming
facility (USD266 million in 2018) and the KORES contribution
(USD119 million);
- Acquisition of a 50% interest in KPMC from LS-Nikko Copper for
USD664 million, of which USD179 million has been paid in 2017,
USD185 million to be paid in 2018 and USD100 million to be paid
annually in 2019-2021
- USD113 million cash outflows (USD38 million annually until
2020) for the framework agreement with Northern Dynasty
Minerals regarding the Pebble Project in Alaska
RATING SENSITIVITIES
Developments that May, Individually or Collectively, Lead to
Positive Rating Action
- FFO gross leverage below 4.0x
- Return to positive FCF generation
Future Developments That May, Individually or Collectively, Lead to
Negative Rating Action
- FFO gross leverage failing to fall towards 5.0x by 2019
- Significant problems or delays at key development projects,
delaying the expected improvement in EBITDA generation and
credit metrics
- Measures taken by the Zambian government materially adversely
affecting cash-flow generation or the operating environment
LIQUIDITY
Adequate Liquidity: At end-2017, FQM's unrestricted cash balances
amounted to USD702 million and the undrawn credit lines to USD530
million against USD20 million short-term debt.
USD1.85 billion proceeds from the new notes will fully repay the
term loan initially due in 2020 and the outstanding drawn amount
under the RCF. Once repaid, the total undrawn RCF will increase to
USD1.5 billion maturing in 2020. Fitch project that FQM will have
sufficient funds to finance the negative FCF in 2018 of about
USD1.4 billion offset by expected cash inflows of around USD0.4
billion to be received from Franco-Nevada and KORES and USD1
billion available under the undrawn RCF.
FIRST UNION BAPTIST: Order Invalidating Deed Transaction Flipped
----------------------------------------------------------------
District Judge Katherine B. Forrest entered an order reversing the
Bankruptcy Court's judgment and granting appellant's requested
relief in the appeals case captioned TD CAPITAL GROUP LLC and 2064
GRAND CONCOURSE LLC, Appellants, v. THE FIRST UNION BAPTIST CHURCH
OF THE BRONX, Appellee, No. 17-cv-7184/17-cv-7199(KBF) (S.D.N.Y.).
Somewhere well past the eleventh hour, when a state foreclosure
proceeding had been completed and an auction scheduled of property
owned by the First Union Baptist Church, located at 2064 Grand
Concourse, Bronx, New York 10457, First Union obtained a judicially
sanctioned reprieve. The reprieve was in the form of a vigorously
negotiated settlement agreement entered into between the lender, TD
Capital Group and First Union. The terms of the Agreement reflected
a complex set of negotiated terms--none more important than one: in
the event of any ultimate default, and even then after the
expiration of yet another waiting period, TD would be able to
record a deed in lieu. The Agreement provided for a series of
events that had to occur before any recordation--but it also
provided that if and when they did occur, it would signal that the
arrangement was at an end. According to the carefully-negotiated
structure of the Agreement, TD was providing First Union with time
to solve difficult financial issues associated with the Property,
and First Union was in turn committing that if it failed in its
efforts, TD would then have peace.
This appeal arises from First Union's attempt to avoid the clear
and enforceable terms of the Agreement. The facts in the record
demonstrate that First Union was unable to comply with its
obligations under the Agreement; the record suggests various
reasons why that may have been so, but none ultimately matter.
Consistent with its core right that held together the web of
interrelated terms in the Agreement, TD then recorded the deed in
lieu. More than six months passed before First Union sought to
reopen the bankruptcy proceeding in which the Agreement had played
such a significant role, and sought an order voiding the
recordation. By this time, the judge who had presided over the
Agreement had retired. The newly assigned judge ultimately held a
hearing and found in First Union's favor.
Before the Court is an appeal of that decision and order. The
District Court finds that the Bankruptcy Court erred.
Fundamentally, the Agreement that provided for the deed in lieu is
not a mortgage, or akin to a mortgage, that under New York law
would require a right of redemption, thereby voiding recordation as
it occurred here. The terms of the Agreement providing for
recordation are enforceable and do not constitute an inappropriate
penalty. Instead, on its face, and without resort to extrinsic
evidence (rendering the factual hearing that occurred unnecessary),
the deed in lieu was one of a number of interdependent terms in an
Agreement that first and foremost provided relief to a debtor whose
rights to the Property were plainly and unambiguously at an end.
The Agreement was an arrangement between a creditor and debtor that
provided give and take on a number of items, and the deed in lieu
was a bargained-for term, as part of a negotiated exchange.
In sum, the Court finds that the Bankruptcy Court erred in its
Memorandum Decision and Opinion of August 4, 2017, and that the
decision should be reversed to the extent it invalidated the Deed
Transaction as violative of RPL section 320 or as an impermissible
penalty, and the Judgment that followed vacated to the extent that
it set aside the transfer of the deed to 2064 Grand Concourse LLC
and to the extent it invalidated the Deed Transaction as violative
of RPL section 320 or as an impermissible penalty.
A full-text copy of Judge Forrest's Opinion and Order dated Feb. 7,
2018 is available at https://is.gd/wfhJsi from Leagle.com.
TD Capital Group LLC & 2064 Grand Concourse LLC, Appellants,
represented by Gary O. Ravert, McDermott, Will & Emery, LLP.
The First Union Baptist Church of Bronx, also known as The First
Union Baptist Church of the Bronx, Appellee, represented by Andrew
Harry Elkin -- aelkin@kasowitz.com -- Kasowitz Benson Torres LLP,
David J. Abrams -- dabrams@kasowitz.com -- Kasowitz, Benson,
Torres LLP & Isaac Steve Sasson -- isasson@kasowitz.com --
Kasowitz Benson Torres LLP.
About First Union Baptist Church
First Union Baptist Church of Bronx filed a Chapter 11 petition
(Bankr. S.D.N.Y. Case No. 12-14099) on Oct. 1, 2012. The Debtor
disclosed $1,379,600 in assets and $1,245,920 in liabilities. The
Debtor tapped The Legal Aid Society, and Kasowitz Benson Torres,
LLP, as counsel. The counsels render the services pro bono.
FIRSTENERGY CORP: Lowers Full-Year 2017 Net Loss to $1.7 Billion
----------------------------------------------------------------
FirstEnergy Corp. reported full-year 2017 GAAP losses of $(1.7)
billion, or $(3.88) per basic and diluted share of common stock on
revenues of $14 billion. In 2016, the company recorded GAAP losses
of $(6.2) billion, or $(14.49) per basic and diluted share of
common stock, on revenue of $14.6 billion. Results for both
periods primarily reflect the impact of non-cash asset impairment
and plant exit costs related to the Company's competitive
generation fleet, and 2017 results also include a charge related to
the Tax Cuts and Jobs Act.
Operating (non-GAAP) earnings for 2017 were $3.07 per basic share
of common stock, which was at the upper end of the Company's most
recent guidance. In 2016, operating (non-GAAP) earnings were $2.63
per basic share of common stock.
"Throughout the past year, our company has made important progress
in our transition to a fully regulated utility," said Charles E.
Jones, FirstEnergy president and chief executive officer. "This
strategy and the opportunities for growth in our regulated
businesses earned the confidence of prominent investors. With
their equity investment earlier this year, we began 2018 with
stronger corporate financial metrics, and we are well positioned to
accelerate growth in our transmission and distribution businesses,
as we continue our exit from competitive generation."
The Company is introducing 2018 regulated operating (non-GAAP)
earnings guidance of $2.25 to $2.55 per diluted share, representing
operating earnings from the regulated distribution and transmission
businesses, net of the corporate segment. The company also
announced a compound annual growth rate projection for its
regulated operations, excluding the Ohio DMR and offset by the
corporate segment, of 6 to 8 percent through 2021, which includes
more than $10 billion in regulated capital investments planned over
that time period.
Fourth Quarter Results
For the fourth quarter of 2017, the Company reported a GAAP loss of
$(2.5) billion or $(5.62) per basic and diluted share of common
stock, on revenue of $3.4 billion. In the fourth quarter of 2016,
the Company reported a GAAP loss of $(5.8) billion, or $(13.44) per
basic and diluted share of common stock, on revenue of $3.4
billion. Results for both periods primarily reflect the impact of
impairments and plant exit costs related to the Company's
competitive generation fleet, and 2017 results also include charges
related to the Tax Cuts and Jobs Act.
Operating (non-GAAP) earnings for the fourth quarter of 2017 were
$0.71 per basic share of common stock. In the fourth quarter of
2016, operating (non-GAAP) earnings were $0.38 per basic share of
common stock.
In FirstEnergy's Regulated Distribution business, fourth quarter
2017 earnings increased compared to the same period in 2016
primarily as a result of rates that went into effect in Ohio,
Pennsylvania and New Jersey in January 2017, as well as higher
weather-related usage in the fourth quarter of 2017.
Fourth quarter total distribution deliveries increased 1.6 percent
compared to the same period in 2016. Residential sales increased
3.9 percent as a result of heating degree days that were 9 percent
above the same period of 2016, while sales to commercial customers
decreased 3.2 percent. Deliveries to industrial customers
increased 3.2 percent, primarily due to higher usage in the shale
gas and steel sectors. This marked the sixth consecutive quarterly
increase in the Company's industrial distribution sales.
In the Regulated Transmission business, fourth quarter earnings
benefited from a higher rate base associated with the Company's
Energizing the Future transmission program and higher revenues for
JCP&L's transmission assets.
In the Competitive Energy Services segment, lower depreciation
expense and general taxes were offset by a decrease in commodity
margin related to lower contract sales and higher operating
expenses.
In the Corporate/Other segment, operating expenses decreased
compared to the fourth quarter of 2016, but this was offset by
higher net financing costs.
Full Year 2017 Segment Results
For the full year of 2017, earnings increased in the Regulated
Distribution business as a result of the rates that went into
effect in Ohio, Pennsylvania and New Jersey in January 2017. These
rates more than offset the effect of significantly milder weather
in 2017 and higher depreciation expense.
In the Regulated Transmission business, full-year 2017 results
benefited from the Company's continued investments in the
Energizing the Future initiative, partially offset by higher
operating expenses, depreciation and general taxes.
Full year results in the Competitive Energy Services segment
primarily reflect a decrease in commodity margin related to lower
contract sales and higher operating expenses partially offset by
lower depreciation expense and general taxes.
Results from the Corporate/Other segment decreased full year 2017
earnings due primarily to higher interest expense.
Impairment of Competitive Assets and Impact of Tax Reform
During the fourth quarter of 2017, FirstEnergy recorded non-cash,
pre-tax asset impairment and plant exit costs of $2.4 billion, or
$3.38 per share, primarily to fully impair the carrying value of
its nuclear generating assets, increase the nuclear asset
retirement obligations, and reduce the carrying value of the
Pleasants Power Station. In addition, the company recognized a
fourth quarter non-cash charge to income tax expense of $1.2
billion, or $2.68 per share, related to the Tax Cuts and Jobs Act.
A full-text copy of the Form 10-K is available for free at:
https://is.gd/Ghoyag
About First Energy Corp.
FirstEnergy and its subsidiaries are principally involved in the
generation, transmission and distribution of electricity.
FirstEnergy's ten utility operating companies comprise one of the
nation's largest investor-owned electric systems, based on serving
over six million customers in the Midwest and Mid-Atlantic regions.
Its regulated and unregulated generation subsidiaries control over
16,000 MWs of capacity from a diverse mix of non-emitting nuclear,
scrubbed coal, natural gas, hydroelectric and other renewables.
FirstEnergy's transmission operations include approximately 24,500
miles of lines and two regional transmission operation centers.
FirstEnergy's revenues are primarily derived from the sale of
energy and related products and services by its unregulated
competitive subsidiaries (FES and AE Supply), and electric service
provided by its utility operating subsidiaries (OE, CEI, TE, Penn,
JCP&L, ME, PN, MP, PE and WP) and its transmission subsidiaries
(ATSI, MAIT and TrAIL). Visit www.firstenergycorp.com for more
information.
FOOD HUB ORANGE: March 22 Plan and Disclosure Statement Hearing
---------------------------------------------------------------
Judge Paul M. Glenn of the U.S. Bankruptcy Court for the Middle
District of Florida conditionally approved Food Hub Orange Park,
Inc.'s disclosure statement with respect to its chapter 11 plan
filed on Feb. 9, 2018.
Creditors and other parties-in-interest must their ballots
accepting or rejecting the Plan no later than seven days before the
date of the Confirmation Hearing.
March 22, 2018 is fixed for the hearing on final approval of the
disclosure statement and for the hearing on confirmation of the
plan. The hearing will be held at 10:45 a.m. in 4th Floor
Courtroom A, 300 North Hogan Street, Jacksonville, Florida.
Any objections to the Disclosure Statement or Confirmation must be
filed and served seven days before the Confirmation Hearing.
About Food Hub Orange Park
Food Hub Orange Park, Inc., filed a Chapter 11 bankruptcy petition
(Bankr. M.D. Fla. Case No. 17-02086) on June 7, 2017, disclosing
under $1 million in both assets and liabilities. The Debtor is
represented by Jason A. Burgess, Esq., at the Law Offices of Jason
A. Burgess, LLC.
FPI HOLDING: Ares Capital Values $700,000 Loan at 57% of Face
-------------------------------------------------------------
Ares Capital Corporation has marked its $700,000 loan extended to
privately held FPI Holding Corporation to market at $400,000 or
about 57% of the outstanding amount, as of Dec. 31, 2017, according
to a disclosure contained in a Form 10-K filing with the Securities
and Exchange Commission for the fiscal year ended Dec. 31, 2017.
Ares in January 2017 extended to FPI a First lien senior secured
loan, with a $700,000 par value. The debt is due June 2018.
The loan had non-accrual status as of Dec. 31, 2017.
FPI Holding Corporation is a distributor of fruits.
FUEL PERFORMANCE: John Hennessy Has 8% Stake as of July 24
----------------------------------------------------------
John M. Hennessy disclosed in a Schedule 13G/A filed with the
Securities and Exchange Commission that as of July 24, 2017, he
beneficially owns 21,508,673 shares of common stock of Fuel
Performance Solutions, Inc., constituting 8.01 percent of the
shares outstanding.
This amount includes:
* 6,562,500 shares of Common Stock of Fuel Performance
Solutions, Inc. held by John M. Hennessy in his individual
capacity;
* the right to acquire 10,124,554 shares of Common Stock of the
Issuer, pursuant to a Common Stock Purchase Warrant dated
July 24, 2017;
* the right to acquire 640,000 shares of Common Stock of the
Issuer, pursuant to a Common Stock Purchase Warrant dated
July 24, 2017;
* the right to acquire 2,261,619 shares of Common Stock of the
Issuer, as adjusted pursuant to a Fuel Performance Solutions,
Inc. 10% Senior Convertible Note issued to John M. Hennessy
in his individual capacity; and
* the right to acquire 1,920,000 shares of Common Stock of the
Issuer, as adjusted pursuant to a Fuel Performance Solutions,
Inc. 10% Senior Note, issued to John M. Hennessy in his
individual capacity.
The initial exercise price for the Hennessy Warrant Shares is $0.05
per share, as adjusted from time to time in accordance with the
terms of the Hennessy Warrants. The Hennessy Warrants are
exercisable by John M. Hennessy at any time before July 24, 2022.
The adjusted conversion price for the Hennessy Convertible Note
Shares is $0.05 per share, as adjusted from time to time in
accordance with the terms of the Hennessy Convertible Notes. The
Hennessy Convertible Notes are convertible by John M. Hennessy at
any time and are mandatorily convertible upon the occurrence of
certain events.
A full-text copy of the regulatory filing is available at:
https://is.gd/P4Ccrb
About Fuel Performance
Fuel Performance Solutions, Inc., was incorporated in Nevada on
April 9, 1996, by a team of individuals who sought to address the
challenges of reducing harmful emissions while at the same time
improving the operating performance of internal combustion engines,
especially with respect to fuel economy and engine cleanliness.
After the Company's incorporation, its initial focus was product
research and development, but over the past few years, the
Company's efforts have been directed to commercializing its product
slate, primarily DiesoLiFTTM and the PerfoLiFTTM BD-Series, for use
with diesel fuel and bio-diesel fuel blends, by focusing on
marketing, sales and distribution efforts in conjunction with the
Company's distribution partners. On Feb. 5, 2014, the Company
changed its name from International Fuel Technology, Inc., to Fuel
Performance Solutions, Inc.
Fuel Performance reported a net loss of $1.92 million on $456,000
of net revenues for the year ended Dec. 31, 2015, compared to a net
loss of $1.65 million on $1.72 million of net revenues for the year
ended Dec. 31, 2014.
As of June 30, 2016, the Company had $2.26 million in total assets,
$4.42 million in total liabilities and a total stockholders'
deficit of $2.16 million.
In its audit report dated June 30, 2016, the Company's independent
registered public accounting firm expressed substantial doubt about
the Company's ability to continue as a going concern. MaloneBailey,
LLP, in Houston, Texas, issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2015, citing that the Company has suffered recurring loss from
operations and has a working capital deficit. This factor raises
substantial doubt about the Company's ability to continue as a
going concern.
GAS-MART USA: Court Dismisses Creditor Trustee's Suit vs Citgo
--------------------------------------------------------------
On June 30, 2017, plaintiff, Richard S. Lauter, as Creditor Trustee
of the Gas-Mart USA, Inc. Creditor Trust, filed a complaint
captioned RICHARD S. LAUTER, not individually but solely as
Creditor Trustee of the Gas-Mart USA, Inc. Creditor Trust,
Plaintiff, v. CITGO PETROLEUM CORPORATION, Defendant, Civil Action
No. H-17-2028 (S.D. Tex.) against defendant, Citgo Petroleum
Corporation asserting claims for breach of contract (Count I),
violation of the automatic stay pursuant to 11 U.S.C. section 362
(Count II), and avoidance of preferential transfer pursuant to 11
U.S.C. section 547 (Count III).
Citgo filed a motion to dismiss or in the alternative for summary
judgment as to Counts I and II and for summary judgment as to Count
III. The plaintiff filed a request for oral argument and two
motions for leave to file supplemental authority in support of
plaintiff's response to defendant's motion to dismiss.
Upon evaluation of the facts presented, Disrict Judge Sim Lake
grants Citgo's motion to dismiss Counts I and II, grants Citgo's
motion for summary judgment on Count III, denies plaintiff's motion
for oral argument, grants plaintiff's two motions for leave to
file supplemental authority, and dismisses the action.
Citgo argued that Count I for breach of contract and Count II for
violation of the automatic stay are subject to dismissal because
plaintiff lacks standing to pursue these claims that were not
adequately preserved in Gas-Mart's confirmed plan as required by
well-established Fifth Circuit law applying 11 U.S.C. section 1123.
Alternatively, Citgo argued that plaintiff's stay violation claim
is barred by laches, and that plaintiff lacks standing to pursue
the breach of contract claim because (1) Gas-Mart rejected the
Agreement (g) and is thus deemed to have breached the Agreement as
of the Petition Date thereby relieving Citgo of its duty to
perform, (2) the Surety paid the Surety Bond securing Gas-Mart's
performance thereby subrogating to the Surety any breach of
contract claim that Gas-Mart may have had against Citgo, and (3)
res judicata resulting from the Surety Litigation between Citgo and
the Surety bars the plaintiff's breach of contract claim.
The court concludes that plaintiff lacks standing to pursue the
stay violation claim asserted in Count II because the plan
documents did not preserve the ability to pursue such claims
post-confirmation. The court also concludes that plaintiff lacks
standing to pursue the breach of contract claim asserted in Count I
because that claim alleges post-petition breaches of an Agreement
that Gas-Mart rejected pursuant to 11 U.S.C. section 365.
Accordingly, Citgo's motion to dismiss Counts I and II for lack of
standing is granted and the plaintiff's claims for breach of
contract and violation of the automatic stay is dismissed without
prejudice for lack of subject matter jurisdiction. Although Citgo
also argued, in the alternative, that plaintiff's breach of
contract claim is subject to dismissal based on res judicata and
principles of subrogation, and that plaintiff's stay violation
claim is subject to dismissal based on laches, because the court
concludes that these claims should be dismissed for lack of subject
matter jurisdiction due to the plaintiff's lack of standing, the
court need not address these alternative arguments.
In Count III plaintiff seeks to avoid as a preferential transfer, a
payment of $68,185.69 that Gas-Mart made to Citgo on or about June
9, 2015.61 Citgo denies that this payment qualifies as a
preferential transfer, but for purposes of the pending motion Citgo
assumes that the prima facie elements of a preferential transfer
claim have been established. Citing 11 U.S.C. section 547(b) and
(c)(4), and asserting that after Gas-Mart made the payment at
issue, Citgo provided almost $900,000 in new fuel deliveries to
Gas-Mart that remained unpaid as of the Petition Date, Citgo argued
that it is entitled to summary judgment on this claim based on the
subsequent new value defense.
Because Citgo's version of the facts as contained in the affidavit
of Karina Estrada-Jaime and the business records attached thereto
establish that after Gas-Mart made the $68,185.69 payment alleged
to be preferential, Citgo provided Gas-Mart $891,613.19 of new fuel
for which Citgo had not received payment as of the Petition Date,
and because plaintiff has not submitted any evidence capable of
disputing Citgo's version of the facts, the court concludes that
Citgo is entitled to judgment as a matter of law on the
preferential transfer claim alleged in Count III of plaintiff's
Complaint.
A full-text copy of Judge Lake's Memorandum Opinion and Order dated
Feb. 8, 2018 is available at https://is.gd/Gz5IYl from Leagle.com.
Richard S. Lauter, not individually but solely as Creditor Trustee
of the Gas-Mart USA, Inc. Creditor Trust, Plaintiff, represented by
Kathleen A. Hardee -- khardee@polsinelli.com -- Polsinelli, PC,
Paul D. Sinclair -- psinclair@polsinelli.com -- Poisinelli, PC &
Trey Monsour -- tmonsour@polsinelli.com -- Polsinelli PC.
Citgo Petroleum Corporation, Defendant, represented by Brent
Strickland -- bstrickland@wtplaw.com -- Whiteford Taylor Preston,
Christopher C. Miles -- christopher.miles@huschblackwell.com --
Husch Blackwell LLP, Mark Thomas Benedict , Husch Blackwell LLP &
Sabrina Anne Neff -- sabrina.neff@huschblackwell.com -- Husch
Blackwell LLP.
About Gas-Mart USA
Gas-Mart USA, Inc., Aving-Rice, LLC, Fran Transport & Oil Company,
and G&G Enterprises, LLC, sought Chapter 11 bankruptcy protection
(Bankr. W.D. Mo. Lead Case No. 15-41915) in Kansas City, Missouri,
on July 2, 2015. Gas-Mart estimated $10 million to $50 million in
assets and debt.
Gas-Mart and Aving-Rice own and operate gasoline
station/conveniences stores ("C-Stores"). With locations in Iowa,
Illinois, Indiana, Nebraska, and Wisconsin, Gas-Mart and Aving Rice
operate 22 and 20 stores, respectively, as of the Petition Date.
G&G owns and leases ATM's to the 42 Gas-Mart and Aving-Rice
locations as well as certain ConocoPhillips locations in the
greater Kansas City Area. Fran is a fuel hauling business located
in and serving Kansas City.
On Oct. 6, 2015, an order for relief under 11 U.S.C. Chapter 11 was
entered for the debtor Fuel Services Mart, Inc. ("FSM"). FSM sought
and obtained an order directing that certain Orders in In re
Gas-Mart USA., et al., be made applicable to FSM.
Judge Arthur B. Federman presides over the Chapter 11 cases.
The Debtors tapped Stinson Leonard Street LLP as attorneys;
Polsinelli PC as special counsel; Brown & Ruprecht, PC as Conflicts
counsel; and Frank Wendt as special conflicts counsel.
Daniel Casamatta, acting U.S. trustee, appointed seven creditors to
serve on Gas-Mart's official committee of unsecured creditors. The
committee is represented by Freeborn & Peters LLP, in Chicago,
Illinois. The Committee taps MarksNelson LLC as expert witness.
GENTLEPRO HOME: April 5 Disclosure Statement Hearing Set
--------------------------------------------------------
Judge Janet S. Baer of the U.S. Bankruptcy Court for the Northern
District of Illinois is set to hold a hearing on April 5, 2018, at
10:00 a.m., to consider the adequacy of Gentlepro Home Health Care,
Inc.'s disclosure statement in support of its chapter 11 plan of
reorganization dated Jan. 31, 2018.
March 19, 2018 is fixed as the last day for filing and serving
written objection to the adequacy of the disclosure statement or to
confirmation of the plan. The Debtor will have until March 26, 2018
to respond to any objections to the adequacy of the disclosure
statement or to confirmation of the plan.
March 19, 2018 is fixed as the last day for filing written
acceptances or rejections of the plan.
The Troubled Company Reporter previously reported that unsecured
creditors will be paid 10% of their claims at the rate of $481 per
month for a period of 60 months.
Payments and distributions under the plan will be funded by the
continuing operations of the debtor. Debtor shall act as disbursing
agent under the plan.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/ilnb17-11377-72.pdf
About Gentlepro Home Health Care
Gentlepro Home Health Care, Inc., provides home health care
services, including nursing and rehabilitation therapy to
individuals throughout the Chicagoland area. Due to complications
and delay in receiving Medicare payments, and lawsuits initiated by
two of its creditors, it was forced to file bankruptcy.
Gentlepro filed a Chapter 11 petition (Bankr. N.D. Ill. Case No.
17-11377) on April 11, 2017. In the petition signed by Edith
Querubin, president, the Debtor estimated assets of less than
$100,000 and liabilities of less than $500,000.
The case is assigned to Judge Janet S. Baer.
Joshua D. Greene, Esq., at Springer Brown, LLC, is the Debtor's
counsel.
GILLESPIE OFFICE: Convenience Claimants to Recoup 90% Under Plan
----------------------------------------------------------------
Gillespie Office and Systems Furniture, Inc., filed with the U.S.
Bankruptcy Court for the District of Nevada a second amended plan
of reorganization dated Feb. 16, 2018.
Class 3 under the second amended plan is the Administrative
Convenience Claims consisting of General Unsecured Claims in the
amount of $10,000 or less, or Claims which are voluntarily reduced
to $10,000. However, any holder of a Class 3 Claim may elect to be
treated instead in Class 2. Such election will be noted on the
ballot cast with regard to Confirmation of the Plan. The Debtor
will make one payment of 90% of the amount of each Class 3 Claim
within 30 days following the Effective Date.
The Debtor will continue to operate its business generally in the
manner such business has been operated by the Debtor, without
supervision of the Bankruptcy Court. Kathy Gillespie, who was
designated as the Debtor's Responsible Person, will continue to
manage the Debtor pending completion of payments pursuant to the
Plan. Payments due under the Plan shall be funded through any of
the following means: (1) post-petition income; (2) cash on hand;
(3) sale of equity interests in the Debtor; and/or (4) additional
borrowing. The Debtor will have the right, but not the obligation,
to prepay or accelerate any amounts due under the Plan, if the
Debtor in good faith believes that sufficient funds exist to make
such payments and maintain appropriate reserves for operations.
A full-text copy of the Second Amended Plan is available at:
http://bankrupt.com/misc/nvb16-11943-575.pdf
The Troubled Company Reporter previously reported that the Debtor
will fund the payments due under the Plan from cash on hand, the
proceeds of the sale of stock, and profits from continued
operations. Postpetition, the Debtor will continue to employ Ms.
Gillespie as its President and Ms. Gillespie will continue to
manage the business operations of the Debtor, and Ms. Barbara Allen
will continue to act as the Treasurer of the Debtor and continue to
manage the financial operations of the Debtor. The Debtor
anticipates that Ms. Gillespie and Ms. Allen will continue to
receive their current salary and benefits. Ms. Gillespie and Ms.
Allen will serve as the sole officers and directors of the Debtor.
About Gillespie Office and Systems Furniture
Gillespie Office and Systems Furniture, Inc., does business as A&B
Printing, located at 2908 South Highland Drive, Set. B, Las Vegas,
Nevada. The Company has been providing printing and mailing
services to customers in Las Vegas since 1979.
Gillespie Office and Systems Furniture filed a Chapter 11
bankruptcy petition (Bankr. D. Nev. Case No. 16-11943) on April 11,
2016. In the petition signed by Kathleen L. Gillespie, president,
the Debtor estimated assets and liabilities at $500,001 to $1
million at the time of the filing.
Morris, Polich & Purdy serves as bankruptcy counsel to the Debtor
in place of the law firm of Larson and Zirzow, effective as of June
17, 2016. Levy Law, LLC serves as special counsel while Holland &
Hart serves as insurance defense litigation counsel to the Debtor.
Serl, Keefer, Welter CPAs, LLP has been tapped as accountant.
No request has been made for the appointment of a trustee or
examiner, and no official committees have been appointed in this
Chapter 11 case. 
GLASGOW EQUIPMENT: Hires Shraiberg Landau as Counsel
----------------------------------------------------
Glasgow Equipment Service, Inc., seeks authority from the U.S.
Bankruptcy Court for the Southern District of Florida to employ
Shraiberg Landau & Page, P.A., as counsel to the Debtor.
Glasgow Equipment requires Shraiberg Landau to:
a. advise the Debtor regarding matters of bankruptcy law in
connection with the bankruptcy case;
b. advise the Debtor of the requirements of the Bankruptcy
Code, the Federal Rules of Bankruptcy Procedure, and local
rules, pertaining to the administration of the bankruptcy
case, and U.S. Trustee Guidelines related to the daily
operation of its business and administration of the estate;
c. represent the Debtor in all proceedings before the
bankruptcy court;
d. prepare and review motions, pleadings, orders,
applications, adversary proceedings, and other legal
documents arising in the bankruptcy case;
e. negotiate with creditors, prepare and seek confirmation of
a plan of reorganization and related documents, and assist
the Debtor with implementation of any plan; and
f. perform all other legal services for the Debtor, which may
be necessary herein.
Shraiberg Landau will be paid at these hourly rates:
Attorneys $295 to $500
Paralegals $175
On Feb. 13, 2018, Shraiberg Landau received from the Debtor a
retainer in the amount of $25,000. Out of the retainer, $1,717 was
applied towards filing fee. The Debtor's President, Peter H. Ward,
will provide a second $25,000 retainer on February 23, 2018.
Shraiberg Landau will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Philip J. Landau, a partner at Shraiberg Landau & Page, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.
Shraiberg Landau can be reached at:
Philip J. Landau, Esq.
SHRAIBERG LANDAU & PAGE, P.A.
2385 NW Executive Center Drive, Suite 300
Boca Raton, FL 33431
Tel: (561) 443-0800
Fax: (561) 998-0047
E-mail: plandau@slp.law
About Glasgow Equipment Service
Glasgow Equipment Service, Inc. -- http://www.glasgowequipment.com/
-- is a pollutant storage systems contractor serving the petroleum
equipment needs of South Florida by offering design, installation
and servicing of fuel storage and dispensing systems. The Company
is an all inclusive fuel storage tank and fuel dispenser supplier
with the ability to provide service, retail sales, repair parts,
above ground tank installation, underground tank installation,
technician training, maintenance & support aviation fuel systems &
storage. The Company is headquartered in West Palm Beach, Florida.
Glasgow Equipment Service, based in West Palm Beach, FL, filed a
Chapter 11 petition (Bankr. S.D. Fla. Case No. 18-11712) on Feb.
14, 2018. In the petition signed by Peter H. Ward, president, the
Debtor disclosed $3 million in assets and $2.63 million in
liabilities. The Hon. Paul G. Hyman, Jr., presides over the case.
Philip J. Landau, Esq., at Shraiberg Landau & Page, P.A., serves as
bankruptcy counsel.
GO LAWN: Disclosure Statement Conditionally Approved
----------------------------------------------------
Judge Cynthia Jackson U.S. Bankruptcy Court for the Middle District
of Florida conditionally approved the disclosure statement filed by
Go Lawn Inc., doing business as Greater Outdoors Lawn Care.
An evidentiary hearing will be held on May 24, 2018 at 10:30 a.m.
in Courtroom 6D, 6th Floor, George C. Young Courthouse, 400 West
Washington Street, Orlando, FL 32801 to consider and rule on the
disclosure statement and to conduct a confirmation hearing.
Creditors and other parties-in-interest must file with the clerk
their written acceptances or rejections of the plan (ballots) no
later than seven days before the date of the Confirmation Hearing.
Any party desiring to object to the disclosure statement or to
confirmation must file its objection no later than seven days
before the date of the Confirmation Hearing.
About Go Lawn Inc.
Based in Orlando, Florida, Go Lawn Inc. -- http://www.golawns.com/
-- provides lawn-care maintenance services. Go Lawn Inc. sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D.
Fla. Case No. 17-04697) on July 17, 2017. In the petition signed
by Howard Schwartz, president, the Debtor estimated assets of less
than $1 million and liabilities of $1 million to $10 million.
Judge Roberta A. Colton presides over the case. Lanigan & Lanigan,
PL, is the Debtor's bankruptcy counsel. An official committee of
unsecured creditors has not been appointed in the Chapter 11 case.
GORDON ST. CONDOS: Lex 2018 Buying Los Angeles Property for $1.3M
-----------------------------------------------------------------
Gordon St. Condos, LLC asks the U.S. Bankruptcy Court for the
Central District of California to authorize the bidding procedures
in connection with the sale of the four-unit real property located
at 1200-1202 Gordon Street, Los Angeles, California to Lex 2018,
Inc. for $1.3 million, subject to overbid.
A hearing on the Motion is set for March 13, 2018 at 1:30 p.m.
The Debtor's sole asset is the Property. Prior to the Petition
Date, on June 23, 2014, Helping Hand Investments, Inc. ("HH") and a
gentleman by the name of Peter Beskodarny, whose mother used to own
the Property, entered into a joint venture agreement ("JV
Agreement") pursuant to which the Property was to be transferred to
the Debtor, with HH holding a 50.1% interest and Beskodarny
holding a 49.9% interest in the Debtor, for the purpose of
entitling and developing the Property into multi-family
condos/apartments. HH subsequently transferred its interest in the
Debtor to Napa Industries, LLC, as set forth in the assignment.
After the entry into the JV Agreement, the Property was transferred
to the Debtor for the purpose of entitling and developing the
Property. Title to the Property was subsequently transferred to
Napa to assist in the financing process, although the economic
interests remained unchanged with Mr. Beskodarny retaining his
49.9% interest in the ownership entity. Shortly prior to the
Petition Date, the Property was transferred back to the Debtor.
Ultimately, disputes arose between Mr. Beskodarny and Napa as to
the development of the Property and on April 10, 2017, Mr.
Beskodarny filed a complaint against Napa, and its principles, and
the Debtor in the Superior Court of the State of California for the
County of Los Angeles thereby commencing case number BC 657283.
The State Court Action is pending and is stayed as a result to of
the filing of the Debtor's bankruptcy case.
In the State Court Action, Mr. Beskodarny does not assert title to
the Property, but instead asserts that he incurred damages as a
result of lost equity in the Property and he should therefore be
entitled to damages. In connection with the State Court Action, on
April 11, 2017, Mr. Beskodarny recorded a notice of pendency of
action against the Property.
Prior to the Petition Date, Napa, on behalf of, and for the benefit
of, the Debtor obtained a loan from Arch CBT SPE, LLC, which loan
was secured by a first priority lien against the Property. Prior
to the Petition Date, on April 1, 2017 the loan from Arch matured
and the Debtor defaulted on the loan. Thus, Arch began proceeding
with the foreclosure process on the Property, including the filing
of a notice of default on Aug. 31, 2017.
The case was commenced primarily to stay the foreclosure commenced
by Arch and preserve the value of the Property for the benefit of
creditors and equity holders while the Debtor either continued with
the entitlement process or found a buyer for the Property.
Prior to and after the Petition Date, the Debtor has marketed the
Property for sale. It received an offer from the Buyer to purchase
the Property for $1.3 million on the terms and conditions set forth
in the California Residential Purchase Agreement. The Debtor
proposes to sell the Property free and clear of all liens, claims,
encumbrances and interests.
As reflected in the Agreement, neither the Buyer nor the Debtor are
represented by real estate brokers in connection with the sale of
the Property, thus, the Debtor will not have to pay any broker's
commissions in connection with the sale to the Buyer thereby saving
up to $78,000 (6% of $1.3 million).
Further, as set forth in the Agreement, the Buyer will be paying
all of the closing costs for the sale of the Property. The owners
of the Buyer are the same owners of Napa -- Mr. Paul Morady and Mr.
Brook Fain -- and therefore insiders of the Debtor. Most
importantly, the offer is not subject to any contingencies and
ready to close.
A copy of the Agreement attached to the Motion is available for
free at:
http://bankrupt.com/misc/Gordon_St_Condos_25_Sales.pdf
The Debtor believes that $1.3 million is a reasonable purchase
price and represents the market value of the Property, based upon,
among other things, an appraisal report of the Property dated March
20, 2016, which values the Property at $135 million and the fact
that the Debtor received another offer from a non-insider for the
same price. In addition to the foregoing, and as part of the sale,
Napa has agreed to waive its general unsecured claim in the amount
of $72,000.
While the Debtor is prepared to consummate the sale with the Buyer,
it is also interested in obtaining the maximum price for the
Property. Therefore, the Debtor asks approval of the following
overbid procedures: (1) any person interested in submitting an
overbid on the Property must attend the hearing on the Motion or be
represented by an individual with authority to participate in the
overbid process; (2) an overbid will be defined as an initial
overbid of $1.35 million, with each additional bid in $50,000
increments; (3) overbidders (except for the Buyer) must deliver a
deposit to the Debtor's proposed counsel made payable to "Gordon St
Condos, LLC, DIP" in the amount of $39,000 and proof of ability to
close escrow unconditionally in a form acceptable to the Debtor at
least seven days prior to the hearing on the Motion; (4)
overbidders must purchase the Property on the same terms and
conditions as the Buyer; (5) the Deposit of the successful
overbidder will be forfeited if such party is thereafter unable to
complete the purchase of the Property within 30 calendar days of
entry of an order confirming the sale; and (6) in the event the
successful overbidder cannot timely complete the purchase of the
Property, the Debtor will be authorized to proceed with the sale to
the next highest overbidder.
To the extent that a qualified overbidder comes forward, the Debtor
asks that the Court holds an auction for the Property at the
hearing on the Motion.
A preliminary title report on the Property has been obtained from
Ticor Title, which indicates that these liens have been recorded
against the Property:
a. County Assessor's Office: Real property taxes. The Debtor
is informed that real property taxes totaling approximately
$25,668 are owed and the amount owed will be paid from escrow.
b. Arch: Deed of Trust recorded in favor of Arch Loans SPE,
LLC on 4/1/16 (borrower of record is Napa, but secured by the
Property), which was assigned to Arch CBT SPE, LLC via an
assignment recorded on 6/22/16. The Debtor is informed that an
obligation of approximately $975,000 is secured by this deed and
the amount owed will be paid from escrow unless Arch consents to
assign the obligation to the Buyer.
c. Peter Beskodarny: Notice of Pendency of Action recorded by
Peter Beskodarny in connection with the State court Action on
4/11/17. As set forth below, the Debtor asks to sell the Property
free and clear of this notice of pendency pursuant to
Section 363(f) of the Bankruptcy Code.
Moreover, based on a recent payoff demand received from Arch, the
total obligation due and owing to Arch is currently as follows:
1200 Gordon St. 16-90038A As of 2/28/18
-------------- --------- -------------
Loan Principal $945,000
Interest $ 66,150 From 8/1/17 to 2/28/18
Late Fee $ 7,560
Default Interest $102,375 4/6/17 to 2/28/18
Trustee Fees $ 7,100
Legal Fees $ 20,632
LA Foreclosure
Fees $ 310
Total $1,149,127
The Debtor estimates that the proposed sale will generate $125,205
in net proceeds as follows:
Proposed Sales Price $1,300,000
Real Property Taxes ($25,668)
Arch Lien ($1,149,127)
Net Proceeds $125,205
The facts pertaining to the Debtor's proposed sale of the Property
to the Buyer clearly substantiate the Debtor's conclusion, based on
the Debtor's business judgment, that such contemplated sale serves
the best interests of the Debtor's estate and creditors, and merits
the approval of the Court.
The Debtor respectfully asks that the Court waives the 14-day stay
periods set forth in Bankruptcy Rules 6004(h) and 6006(d) to permit
the Debtor to proceed immediately to close any sale of the
Property.
About Gordon St. Condos
Gordon St. Condos LLC, a Single Asset Real Estate as defined in 11
U.S.C. Sec. 101(51B)), is the fee simple owner of a four-unit real
property located at 1200 Gordon Street Los Angeles, CA 90038 with a
comparable sale value of $1.30 million. The company had gross
rental revenue of $72,000 in 2017 and $72,000 in 2016.
Gordon St Condos LLC, based in Agoura Hills, CA, filed a Chapter 11
petition (Bankr. C.D. Cal. Case No. 18-10096) on Jan. 11, 2018. In
the petition signed by Paul Morady, manager of Napa Industries,
LLC, manager of Debtor, the Debtor disclosed $1.58 million in
assets and $1.14 million in liabilities. The Hon. Martin R. Barash
presides over the case. David B Golubchik, Esq., at Levene Neale
Bender Yoo & Brill L.L.P., serves as bankruptcy counsel.
GRAND CANYON RANCH: FCI Files Fourth Amended Plan of Liquidation
----------------------------------------------------------------
Creditor Fann Contracting, Inc., filed with the U.S. Bankruptcy
Court for the District of Nevada its fourth amended plan of
liquidation for Grand Canyon Ranch, LLC dated Feb. 13, 2018.
Class 3 under the latest liquidation plan consists of the general
unsecured claims which total approximately $1,262,823. This
includes a stipulated $20,000 reduction in Fann's asserted claim.
Holders of allowed general unsecured claims will receive pro rata
distributions on account of their claims from the Estate's cash on
hand following the consummation of the Settlement. Distributions to
Class 3 will be made sixty days following the Effective Date of the
Plan or as soon as a base number for distribution can be
calculated, but all payments will be made no later than three years
after the Effective Date.
The initial funding for the Plan consists of the remaining proceeds
received by the Estate pursuant to the Settlement and purchase of
the Frontier Property by Mared for $1,750,000 of which the Estate
received $850,000 as $900,000 was transferred to the Canyon Rock
Parties outside of the Plan.
On the Effective Date or as soon as practicable thereafter, the
following events will occur in the following order:
1. Fann will establish a separate bank account for purposes of
effectuating the terms of this Plan;
2. The Trustee will transfer by wire transfer all of the
Estate's cash to the Disbursing Agent Account;
3. The Trustee's obligation under the Settlement, to "use
reasonable efforts to seek an order from the Eighth Judicial
District Court, Clark County, Nevada determining that the Disputed
Lease is invalid" is assigned to Fann. Such assignment will be
effective immediately on the Effective Date without further written
instrument or order. Fann will use reasonable efforts to seek an
order from the Eighth Judicial District Court, Clark County, Nevada
determining that the Disputed Lease is invalid. Upon the Effective
Date, Fann will constitute the authorized representative for all
purposes of Debtor entity, the Grand Canyon Ranch, LLC, whether
relating to rights, privileges, control, or ownership arising
before or after the Effective Date.
4. The Retained Assets will be assigned to Fann. Such assignment
will be effective immediately on the Effective Date without further
written instrument or order.
5. The Trustee will be fully discharged from all obligations and
duties, except that the Trustee shall be responsible for filing his
final report if such report has not been filed prior to the
Effective Date.
6. Fann will have the authority to implement the terms of the
Plan.
A full-text copy of Fann's Fourth Amended Plan of Liquidation is
available at:
http://bankrupt.com/misc/nvb15-14145-744.pdf
The Troubled Company Reporter previously reported that Class 3B
under the third amended liquidation plan consists of the allowed
general unsecured claims, excepting Fann. Holders of allowed
general unsecured claims will receive pro rata distributions on
account of their claims from the Estate's cash on hand following
the consummation of the Settlement Agreement. Class 3B's pro rata
distribution will be reduced, if necessary, to ensure that Fann
receives no less than a $500,000 distribution. Distributions to
Class 3B will made 60 days following the Effective Date of the Plan
or as soon as a base number for distribution can be calculated, but
all payments will be made later than three years after the
Effective Date.
About Grand Canyon Ranch
Headquartered in Las Vegas, Nevada, Grand Canyon Ranch, LLC, filed
for Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No.
15-14145) on July 20, 2015. In the petition signed by Nigel
Turner, manager, the Debtor estimated assets at between $1 million
and $10 million and its liabilities at between $10 million and $50
million. Judge August B. Landis presides over the case. Matthew
L. Johnson, Esq., at Johnson & Gubler, P.C., serves as the Debtor's
bankruptcy counsel.
GREELEY COMPANY: Ares Capital Writes Off $10.5 Million Loan
-----------------------------------------------------------
Ares Capital Corporation has marked its $10.5 million in loans
extended to privately held The Greeley Company, Inc. and HCP
Acquisition Holdings, LLC, to market at $0 of the outstanding
amount, as of Dec. 31, 2017, according to a disclosure contained in
a Form 10-K filing with the Securities and Exchange Commission for
the fiscal year ended Dec. 31, 2017.
Ares extended to Greeley a senior subordinated loan, $10.5 million
par value, in March 2013. The loan had a March 2017 maturity.
As of Dec. 31, 2017, the loan had non-accrual status.
The Greeley Company Inc. -- http://greeley.com-- provides
consulting, education, outsourcing solutions, interim staffing, and
external peer review to healthcare organizations in the United
States. Its services include credentialing and privileging,
clinical regulatory compliance.
GREER APPLIANCE: To Pay Unsecured Creditors 100% without Interest
-----------------------------------------------------------------
Greer Appliance Warehouse & Service, LLC, filed with the U.S.
Bankruptcy Court for the District of South Carolina a disclosure
statement in support of its chapter 11 plan of reorganization.
The debtor intends to pay all secured creditors in full plus 5.25%
interest over a period of years as stated in class 3. The debtor
intends to pay priority creditors in class 2 in full plus 4%
interest over 50 months from the "effective date of the plan,"
which is the 15th day after the Court enters its Order Confirming
the Debtor's Plan of Reorganization. In fact payments to all
creditors in the plan will be commenced on that date. The Debtor
will continue to pay administrative quarterly fees to the Office of
the U.S. Trustee under statute until the case is closed. It will
pay administrative postpetition attorneys' fees to its counsel at
$250 per week per agreement with said counsel. All such fees must
be reported, accounted for, and approved by the Court. The debtor
will reject certain executory contracts and leases and accept
others as reflected in class 5 of the plan. Finally, the debtor
intends to pay class 6 general unsecured creditors 100% without
interest on a pro-rata basis over a number of years as stated in
that class.
It is clear the debtor has a long way to go to show its ability to
financially support its proposed chapter 11 plan payments. The
Debtor's principal advises that the past few months the debtor has
been in its reorganization are the slowest months of the year. He
advises that the upcoming spring and summer months are much better,
and should reflect in upcoming operating reports more of an ability
to fund the proposed plan. Additionally, the Debtor has recently
entered a contractual agreement with the well-known entity known as
Goodwill Industries to place certain of its inventory in the
various Goodwill stores in Greenville, SC on consignment.
A full-text copy of the Disclosure Statement is available for free
at:
http://bankrupt.com/misc/scb17-04069-33.pdf
About Greer Appliance Warehouse & Service
Headquartered in Greer, South Carolina, Greer Appliance Warehouse &
Service, LLC, a single-asset real estate and is owned by Roger
Tarbell. Greer Appliance Warehouse & Service filed for Chapter 11
bankruptcy protection (Bankr. D.S.C. Case No. 17-04069) on Aug. 15,
2017, estimating its assets at up to $50,000 and its liabilities at
between $100,001 and $500,000. Robert H. Cooper, Esq., at The
Cooper Law Firm, serves as the Debtor's bankruptcy counsel.
GROM SOCIAL: Incurs $1.61 Million Net Loss in Third Quarter
-----------------------------------------------------------
Grom Social Enterprises, Inc., filed with the Securities and
Exchange Commission its quarterly report on Form 10-Q/A reporting a
net loss of $1.61 million on $2.19 million of sales for the three
months ended Sept. 30, 2017, compared to a net loss of $5.05
million on $1.87 million of sales for the three months ended Sept.
30, 2016.
For the nine months ended Sept. 30, 2017, the Company reported a
net loss of $5.74 million on $5.67 million of sales compared to a
net loss of $10.21 million on $1.87 million of sales for the same
period a year ago.
As of Sept. 30, 2017, Grom Social had $18.93 million in total
assets, $13.53 million in total liabilities and $5.40 million in
total stockholders' equity.
At Sept. 30, 2017, the Company had $712,319 in cash.
During the nine-month period ended Sept. 30, 2017 net cash used in
operating activities was $969,229 compared to a net cash used of
$613,979 during the same nine-month period in 2016. The increase
in net cash used of $355,250 is primarily attributable to an
increase in net operating losses less stock based compensation of
approximately $142,000 in 2017 compared to the same period in 2016;
and due to a net decrease in operating assets and liabilities of
approximately $213,000 in 2017 compared to 2016.
Net cash used in investing activities decreased from $2,724,859 for
the nine-month period ended Sept. 30, 2016 to 155,238 during the
nine-month period ended Sept. 30, 2017. The decrease is primarily
attributable to acquisition activity in 2016 where the Company
invested $3,500,000 to acquire TDA, less cash acquired at TDA of
$1,024,424.
Net cash provided by financing activities was $1,418,000 for the
nine-month period ended Sept. 30, 2016 compared to $3,943,427 for
the same nine-month period ended Sept. 30, 2016. The decrease in
financing activities of approximately $2,525,427 is due to a
reduction of $2,655,600 in the issuance of convertible debenture
from 2016 to 2017.
"Our consolidated financial statements have been prepared assuming
we will continue as a going concern, which contemplates realization
of assets and the satisfaction of liabilities in the normal course
of business for the twelve-month period following the date of these
financial statements. We have incurred annual losses since
inception and expect we may have incur additional losses in future
periods. Additionally, as of September 30, 2017 excluding related
party payables to our officers and principal shareholders which are
not anticipated to be paid for the foreseeable future, we had a
working capital deficit of $5,059,965."
"We currently have a consolidated cash operating loss of
approximately $125,000. In order to fund our operations we believe
we will be required to raise approximately $1.5 million. As of the
date of this report we have no commitment from any investment
banker or other traditional funding sources and, while we have had
discussions with various potential funding sources, we have no
definitive agreement with any third party to provide us with
financing, either debt or equity. The failure to obtain the
financing necessary to allow us to continue to implement our
business plan will have a significant negative impact on our
anticipated results of operations.
"In addition, we have started discussions with potential lenders to
refinance the $4.0 million Seller's Note maturing on July 11, 2018
applicable to the acquisition of TH Holdings. While we are
optimistic that we will obtain this additional debt financing in a
timely manner, as of the date of this report we have no agreement
with any third party to provide us with this financing and there
are no assurances that we will reach an agreement with any third
party to provide us with the same. The failure to obtain this debt
financing in a timely fashion will have a significant, negative
impact upon our business and future operations.
"We expect to reduce our monthly cash operating loss through
improved profitability. There can be no assurance we will be
successful. Historically we have successfully funded our losses
through equity issuances, debt issuance and through officer loans.
We expect to be able to continue to fund our operating losses in a
similar manner and believe that we can secure capital on reasonable
terms although there can be no assurances," the Company said in the
Report.
A full-text copy of the Amended Quarterly Report is available for
free at https://is.gd/OJpNRi
About Grom Social
Grom Social Enterprises, Inc. -- http://www.gromsocial.com/--
operates five subsidiaries, including Grom Social, a safe, social
media platform for kids between the ages of five and 16. Since its
beginnings in 2012, Grom Social has attracted kids and parents with
the promise of a safe and secure environment where their kids can
be entertained and can interact with their peers while learning
good digital citizenship. The Company also owns and operates Top
Draw Animation, Inc., an award-winning animation company which
produces animated content for Grom Social and other high-profile
media properties such as Tom and Jerry, My Little Pony and Disney
Animation's Penn Zero: Part-Time Hero. In addition, Grom
Educational Services provides web filter services up to an
additional two million children across 3,700 schools and libraries,
and Grom Nutritional Services is in the process of creating a line
of healthy nutritional supplements for children.
GST AUTOLEATHER: 7.9% Projected Recovery for Unsecured Creditors
----------------------------------------------------------------
GST AutoLeather, Inc., and its debtor affiliates filed with the
U.S. Bankruptcy Court for the District of Delaware a disclosure
statement for their joint chapter 11 plan dated Feb. 16, 2018.
The primary objective of the Plan is to maximize the value of
recoveries to all holders of Allowed Claims and Allowed Interests
and generally to distribute all property of the Estates that is or
becomes available for distribution generally in accordance with the
priorities established by the Bankruptcy Code. The Debtors believe
that the Plan accomplishes this objective and is in the best
interest of the Estates.
Generally speaking, the Plan: (a) provides for the full and final
resolution of certain funded debt obligations; (b) designates a
Plan Administrator to wind down the Debtors' affairs, pay and
reconcile Claims, and administer the Plan in an efficacious manner;
(c) provides for Cash distributions from the Unsecured Cash Pool on
a Pro Rata basis to holders of Allowed Unsecured Claims; and (d)
provides for 100% recoveries for holders of Allowed Administrative
Claims, Priority Tax Claims, DIP Claims, Other Priority Claims, and
Other Secured Claims. The Debtors believe that Confirmation of the
Plan will avoid the lengthy delay and significant cost of
liquidation under chapter 7 of the Bankruptcy Code.
The Plan proposes to fund creditor recoveries from cash on hand and
the proceeds of a Sale Transaction pursuant to which the Debtors
will sell substantially all of the assets of the Estates. Following
the entry of the Bid Procedures Order approving the Bid Procedures
Motion and related sale procedures, the Debtors continued to use
their best efforts to market the assets of the estates in order to
obtain Qualified Bids prior to the Jan. 8, 2018 bid deadline.
Following the auction, the Successful Bidder was determined to be
the highest and best bid. The Debtors and the Successful Bidder
executed an asset purchase agreement on Feb. 13, 2018, and closing
the Sale Transaction is a condition to the Plan Effective Date.
Each holder of an Allowed Unsecured Claim in Class 5 will receive
its Pro Rata share (not to exceed the amount of such holder’s
Allowed Unsecured Claim) of 75% of the Unsecured Cash Pool (equal
to $1,575,000.00); 75% of all proceeds of Retained Causes of Action
up to the Retained Causes of Action Threshold Amount (that is, up
to $2,175,000); and Class 5's Pro Rata share of any (A) Excess
Distributable Cash and (B) proceeds of Retained Causes of Action in
excess of the Retained Causes of Action Threshold Amount. Projected
recovery for unsecured claimants is 7.9%.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/deb17-12100-575.pdf
About GST Autoleather
Headquartered in Southfield, Michigan, GST AutoLeather, Inc., was
founded in 1933, then known as Garden State Tanning, initially
operated as a tanning company that processed leather for the
upholstery and garment industries. The Company entered the
automotive industry in 1946.
As of Oct. 3, 2017, the Company employs 5,600 people worldwide,
including the United States, Mexico, Japan, China, Korea, Germany,
Hungary, South Africa, and Argentina. The Company supplies leather
to virtually every major OEM in the automotive industry, including
Audi, BMW/Mini, Daimler, Fiat Chrysler, Ford, General Motors,
Hyundai, Honda, Porsche, PSA, Nissan, Kia, Toyota and Volkswagen.
GST AutoLeather, Inc., and five of its affiliates filed voluntary
petitions for relief under chapter 11 of the U.S. Bankruptcy Code
(Bankr. D. Del. Lead Case No. 17-12100) on Oct. 3, 2017.
The Hon. Laurie Selber Silverstein is the case judge.
The Debtors tapped Kirkland & Ellis LLP as general bankruptcy
counsel; Pachulski Stang Ziehl & Jones LLP as local bankruptcy
counsel; Lazard Middle Market, LLC as financial advisor; Alvarez &
Marsal North America, LLC as restructuring advisor; and Epiq
Bankruptcy Solutions, LLC as claims and noticing agent, Ernst &
Young LLP, as tax advisors. Deloitte & Touche LLP, as independent
auditor.
On Oct. 13, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The Committee is
represented by Christopher M. Samis, L. Katherine Good, Aaron H.
Stulman, Christopher A. Jones and David W. Gaffey of Whiteford
Taylor & Preston LLP and Erika L. Morabito, Brittany J. Nelson,
John A. Simon, Richard J. Bernard and Leah Eisenberg of Foley &
Lardner LLP.
Royal Bank of Canada is represented by Andrew V. Tenzer of Paul
Hastings LLP.
HANJIN SHIPPING: Foreign Rep Enforcing Korean Sale Order in the US
------------------------------------------------------------------
Jin Han Kim, the Liquidating Trustee of Hanjin Shipping and the
Foreign Representative of Hanjin Shipping Co. Ltd., the duly
appointed foreign representative of Hanjin Shipping Co., Ltd. in
connection with the pending proceeding filed by Hanjin under the
Debtor Rehabilitation and Bankruptcy Act ("DRBA") in the Bankruptcy
Division of the Seoul Central District Court in Seoul, Republic of
Korea, asks the U.S. Bankruptcy Court for the District of New
Jersey to recognize and enforce in the United States the order of
the Korean Court authorizing the sale of the Debtor's rights,
title, and interest in and to certain of its real property,
personal property, security deposits, and intangible property to LG
Electronics U.S.A., Inc. for $7 million.
A hearing on the Motion is set for March 13, 2018 at 10:00 a.m.
Hanjin filed an application for commencement of the Korean
Proceeding under the DRBA on Aug. 31, 2016. On the same day, the
Korean Court entered a provisional order granting a general
injunction and preservation of the disposition of the Debtor's
assets. On Sept. 1, 2016 the Korean Court entered an order
commencing the Korean Proceeding and appointed Tai-Soo Suk as the
initial foreign representative and to act as the Debtor's custodian
in the Korean Proceeding.
On Sept. 2, 2016, the Debtor commenced the chapter 15 case by
filing the (i) Chapter 15 Petition for Recognition of Foreign
Proceeding, and (ii) Motion of Foreign Representative for Entry of
Provisional and Final Orders Granting Recognition of Foreign Main
Proceeding and Certain Related Relief Pursuant to Sections 362,
365, 1517, 1519, 1520, 1521, and 105(a) of the Bankruptcy Code. On
Dec. 14, 2016, the Court entered its Recognition Order recognizing
the Korean Proceeding as a foreign main proceeding, and entrusted
the administration and realization of the Debtor's assets located
within the territorial jurisdiction of the United States to the
Foreign Representative.
On Feb. 17, 2017, the Korean Court declared Hanjin bankrupt and
appointed Jin-Han Kim as the bankruptcy trustee to oversee the
administration and liquidation of the Hanjin estate. Mr. Kim
succeeded Mr. Suk as the Foreign Representative.
Hanjin owns 100% of the interests in the purchased asset, and all
the Debtor's Personal Property, Security Deposits, and Intangible
Property related thereto.
Pursuant to the authority provided by the Korean Court in its
Liquidation Order, the Foreign Representative has been engaged in
liquidating Hanjin's globally located assets, including the
Purchased Assets. In connection with a sale of the Purchased
Assets, the Foreign Representative obtained approval from the
Korean Court to retain Montgomery McCracken Walker & Rhoads LLP to
assist with any proposed sale, including filing the necessary
pleadings seeking approval for the Sale.
Beginning on June 7, 2017, the Foreign Representative directed
Montgomery McCracken to issue invitations to approximately 19
different individuals and entities requesting bids for the
Purchased Assets. In response to the invitations to bid, the
Foreign Representative received five by the bid deadline.
LG USA provided the high bid of $7.3 million and, upon acceptance
by the Foreign Representative, provided the required good-faith
deposit. Thereafter, the Korean Court granted the Foreign
Representative the authority to select LG USA's bid and to continue
negotiating a definitive agreement with LG USA for the Purchased
Assets.
In connection with its due diligence, LG USA retained certain
third-party consultants to evaluate the Purchased Assets.
Following receipt of an itemized list of the necessary repairs, the
Foreign Representative and LG USA reopened negotiations over how
the repairs would impact LG USA’s high bid amount. The Foreign
Representative and LG USA agreed to a final sale price of $7
million.
On Dec. 21, 2017, a final form of the Purchase and Sale Agreement
was agreed upon between the Foreign Representative and LG USA. The
PSA was then submitted to the Korean Bankruptcy Court which it
approved Jan. 10, 2018. The Foreign Representative sought Korean
Court approval, and now asks Bankruptcy Court approval, of the Sale
because the Sale represents the best opportunity for the Debtor to
maximize the value of the Purchased Assets. Accordingly, it is
imperative to the Sale being able to close that the Korean Sale
Order be recognized and enforced in the United States in all
aspects, as the Foreign Representative requests.
The salient terms of the PSA are:
a. Description of the Property to be Sold: The Purchased
Assets include without limitation (i) the certain Real Property
located in Alpharetta, Georgia, including any and all easements
benefiting the Real Property and any rights and appurtenances
pertaining to the Land; (ii) the rights in and to the Debtor's
Leases and any unapplied Security Deposits; (iii) all Personal
Property, and
(iv) all Intangible Property.
b. Purchase price: $7 million. This includes the $1.05 million
currently being held in an escrow account, as conditioned by the
PSA.
c. The sale is free and clear of all liens, claims,
encumbrances and other interests.
d. Deadline for the approval or closing of the sale: The Sale
must close not later than March 30, 2018.
e. Assumed and Assigned Unexpired Leases and Executory
Contract: Pursuant to the PSA, the Debtor will assume and assign
the "Lease Agreement dated Oct. 7, 2008, by and between Hanjin
Shipping Co., Ltd., a Republic of Korea corporation, and Image
Properties, L.L.C., a South Carolina limited liability company, as
amended and otherwise modified from time to time."
f. Release of Sale Proceeds after Closing without further
court order: Pursuant to section 1521(b) of the Bankruptcy Code,
the distribution of the Sale Proceeds is entrusted to the Foreign
Representative.
g. Relief from Bankruptcy Rules 6004(h) and 6006(d): Hanjin is
asking relief from the 14-day stay imposed by Bankruptcy Rules
6004(h) and 6006(d).
A copy of the Korean Court Sale Order and the PSA attached to the
Motion is available for free at:
http://bankrupt.com/misc/Hanjin_Shipping_753_Sales.pdf
For the avoidance of doubt, the PSA provides for the transfer of
the Purchased Assets free and clear of all other liens, claims,
and encumbrances, which specifically include the following:
a. that certain Execution, The State of Georgia and Fulton
County vs. Hanjin Shipping America LLC, dated April 10, 2017,
entered of record April 18, 2017 at 9:00 a.m., recorded in Lien
Book 3905, Page 632, Records of Fulton County, Georgia, in the
amount of $19.76, plus penalty and interest, if any (2016 Personal
Property Taxes under Account No. P20100000252);
b. America LLC, dated Aug. 22, 2017, entered of record Sept.
13, 2017 at 11:00 a.m., recorded in Lien Book 4003, Page 3, Records
of Fulton County, Georgia, in the amount of $123, plus penalty and
interest, if any;
c. Shipping Co., Ltd. as Debtor and Canadian National Railway
Company as Secured Party, entered of record on Sept. 6, 2016 at
8:44 am., filed with the Clerk of Superior Court, Fulton County,
Georgia;
d. Claims by the State of Georgia and Fulton County for
personal property taxes for the year 206 in the amount of $21, plus
penalty and interest, if any, under Account No. P20100000252
(Hanjin Shipping America LLC);
e. Claims by the State of Georgia and Fulton County for
personal property taxes for the year 2017 in the amount of $1,323,
plus penalty and interest, if any, under Account No. P20100000252
(Hanjin Shipping America, LLC); and by the City of Alpharetta
Personal Property taxes for the year 2017 in the amount of $261,
plus penalty and interest, if any, under Account No. P20100000252
(Hanjin Shipping America LLC);
f. Claims by the City of Alpharetta for personal property
taxes for the year 2016 in the amount of $.43, plus penalty and
interest, if any, under Account No. P00006022348 (One Call Medical,
Inc.); and
g. Claims by the State of Georgia and Fulton County for
personal property taxes for the year 2017 in the amount of $241,
plus penalty and interest, if any, under Account No. P00006022348
(One Call Medical, Inc.); any by the City of Alpharetta for
personal property taxes for the year 2017 in the amount of $47.55,
plus penalty and interest, if any, under Account No. P00006022348
(One Call Medical, Inc.).
The Foreign Representative submits that ample business
justification exists to sell the Purchased Assets to the Purchaser
under the terms of the PSA. The PSA is the product of good faith
and arm's-length negotiations among the parties.
The Korean Sale Order authorizing the sale of the Purchased Assets
is expressly conditioned on the Sale Proceeds being deposited in
escrow and then, with the Court's cooperation, transmitted to the
Korean Proceeding. Consistent with the purposes of chapter 15
set forth in section 1501(a)(1) of the Bankruptcy Code, the Court
should lend assistance to the Korean Court to administer claims
collectively in the Korean Proceeding pursuant to the DRBA. The
DRBA, which governs the Korean Proceeding, sets forth a
comprehensive
liquidation scheme that is fair and equitable to all creditors.
Furthermore, U.S. creditors have a full and fair opportunity to
assert any interest they think they might have in the Sale Proceeds
before the Korean Court.
The Court's recognition and enforcement of the Korean Sale Order
and approval of the PSA under section 363 is not only warranted but
is critical to achieving the anticipated results of the Sale, as it
will permit the Foreign Representative to sell the Purchased Assets
without disruption and provide further certainty to the Sale and to
the Purchaser. For all of the foregoing reasons, the Foreign
Representative respectfully submits that there is more than ample
justification for the Court to enter the Proposed Order, thereby
recognizing and enforcing the Korean Sale Order in the United
States and authorizing the Sale.
The Purchaser has made clear to the Foreign Representative that
closing the Sale on an expedited basis is a key consideration in
entering into the PSA and has requested a closing date of no later
than March 30, 2018. In order for Hanjin to sell the Purchased
Assets to the Purchasers in an expedient manner, the Debtor asks
the Court that the 14-day stay set forth in Bankruptcy Rules
6004(h) and 6006(d) be waived.
The Purchaser:
LG ELECTRONICS U.S.A., INC.
100 Sylvan Ave.
Englewood Cliffs, NJ 07632
E-mail: howardl.kim@lge.com
bo.kimlauren@lge.com
The Purchaser is represented by:
Lee B. Hart, Esq.
NELSON MULLINS RILEY & SCARBOROUGH, LLP
201 17th St., Suite 1700
Atlanta, GA 30363
E-mail: lee.hart@nelsonmullins.com
Facsimile: (404) 322-6050
The Foreign Representative:
Jin Han Kim
Trustee of Hanjin Shipping Co., Ltd.
11th Floor, Donghoon Tower
317 Teheran-ro
Gangnam-gu
Seoul, Republic of Korea 06151
E-mail: kimjh@draju.com
The Foreign Representative is represented by:
Wook Chung, Esq.
Natalie D. Ramsey, Esq.
Davis Lee Wright, Esq.
MONTGOMERY MCCRACKEN WALKER & RHOADES, LLP
437 Madison Ave.
29th Floor
New York, NY 10022
E-mail: wchung@mmwr.com
nramsey@mmwr.com
dwright@mmwr.com
About Hanjin Shipping
Hanjin Shipping Co., Ltd., is mainly engaged in the transportation
business through containerships, transportation business through
bulk carriers and terminal operation business. It is a
stock-listed corporation with a total of 245,269,947 issued shares
(common shares, KRW 5000 per share) and paid-in capital totaling
KRW 1,226,349,735,000. Of these shares 33.23% is owned by Korean
Air Lines Co., Ltd., 3.08% by Debtor and 0.34% by employee
shareholders' association.
The Company operates approximately 60 regular lines worldwide, with
140 container or bulk vessels transporting over 100 million tons of
cargo per year. It also operates 13 terminals specialized for
containers, two distribution centers and six Off Dock Container
Yards in major ports and inland areas around the world. The
Company is a member of "CKYHE," a global shipping conference and
also a partner of "The Alliance," another global shipping
conference to be launched in April 2017.
Hanjin Shipping listed total current liabilities of KRW 6,028,543
million and total current assets of KRW 6,624,326 million as of
June 30, 2016.
As a result of the severe lack of liquidity, Hanjin applied to the
Seoul Central District Court 6th Bench of Bankruptcy Division for
the commencement of rehabilitation under the Debtor Rehabilitation
and Bankruptcy Act on Aug. 31, 2016. On the same day, it requested
and was granted a general injunction and the preservation of
disposition of the Company's assets. The Korean Court's decision
to commence the rehabilitation was made on Sept. 1, 2016. Tai-Soo
Suk was appointed as the Debtor's custodian.
On Sept. 2, 2016, Hanjin Shipping Co. filed in the U.S. a voluntary
petition under Chapter 15 of the Bankruptcy Code. The Chapter 15
case is pending in New Jersey (Bankr. D.N.J. Case No. 16-27041)
before Judge John K. Sherwood. Cole Schotz P.C. serves as counsel
to Tai-Soo Suk, the Chapter 15 petitioner and the duly appointed
foreign representative of Hanjin Shipping.
HARBORVIEW TOWERS: Court Conditionally OK's Disclosure Statement
----------------------------------------------------------------
Judge Michelle M. Harner of the U.S. Bankruptcy Court for the
District of Maryland conditionally approved the disclosure
statements referring to the chapter 11 plans filed respectively by
Council of Unit Owners of the 100 Harborview Drive Condominium and
Creditor Howard Bank.
The hearing to consider the final approval of each of the
Disclosure Statements and the confirmation of each of the Plans
will be held in Courtroom 9-C of the U.S. Bankruptcy Court, U.S.
Courthouse, 101 West Lombard Street, Baltimore, Maryland 21201,
beginning on Tuesday, March 20, 2018, at 10:00 a.m., and continuing
(as needed) through Friday, March 23, 2018.
March 16, 2018 is fixed as the last day for filing and serving
written to the conditionally approved Disclosure Statements or
confirmation of the Plans.
March 16, 2018 is fixed as the last day for filing written
acceptances or rejections of the Plans.
The Plan Proponents must file a tabulation of timely filed
acceptances and rejections of the Plans no later than 5:00 p.m.,
ET, on Monday, March 19, 2018.
About Council of Unit Owners of
the 100 Harborview Drive Condominium
Council of Unit Owners of the 100 Harborview Drive Condominium, a
condominium association, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Md. Case No. 16-13049) on March 9, 2016.
In the petition signed by Dr. Reuben Mezrich, president, the
Debtor estimated assets and liabilities at $10 million to $50
million. Judge James F. Schneider is assigned to the case. The
Debtor is represented by Paul Sweeny, Esq., at Yumkas, Vidmar,
Sweeney & Mulrenin, LLC.
HARTLAND MMI: Proposes Manning's Auction of Las Vegas Properties
----------------------------------------------------------------
Hartland MMI, LLC, asks the U.S. Bankruptcy Court for the District
of Nevada to authorize the auction sale of (i) Hartland MMI 1, LLC'
real property located at 1040 S. Sixth Street, Las Vegas, Nevada;
and (ii) Hartland MMI 2, LLC's property is located at 525 Paseo,
Las Vegas Nevada.
A hearing on the Motion is set for March 7, 2018 at 9:30 a.m.
The Debtor filed bankruptcy on Feb. 8, 2017 to stop a pending
foreclosure by the mortgage holder on the Property. The counsel
for the Debtor filed his application and it was approved on April
6, 2017. The Debtor attends a 341 creditors meeting on March 16,
2017. It was continued to April 20, 2017. It was then continued
to May 5, 2017 at which time it was concluded.
The Debtor retained Coldwell Banker Premier Realty as its real
estate broker which the Court approved. The listing has now
expired and the Property has been marketed for over a year. The
Debtor has been objecting to a few of the claims to clear the title
and help resolve a number of issues. There has been a motion to
appoint a trustee, and motion regarding the use of cash collateral.
All of those issues have been continued pending the hearing on the
Auction of the real property. In addition, the Debtor is current
in its monthly operating reports and US Trustee's fees.
The Property has been marketed for over a year. The Debtor wants
to proceed with an auction.
The purpose of the Motion is to sell two pieces of property owned
by the Debtor. The Debtor is the parent company of Hartland MMI 1
and Hartland MMI 2. The two pieces of property are contiguous
together. The parent company filed and the two properties are
considered being owned by the Debtor.
The Debtor was owned by an individual by the name of Toni Hart.
She passed away and a probate was opened. When she passed way, an
individual by the name of Larry Hart operated the estate. After
Mr. Larry Hart passed away, there were two co-executors currently
appointed for the estate: Larry Bertsch and Gary Hart. Hart has
been given the rights to manage the Debtor. Therefore, there are
two individuals that are watching over the Debtor. In addition,
Bertsch and Hart also have to report to the probate court.
The salient terms and conditions of the Auction are:
a. Auction Date and Marketing: The Debtor is seeking to have
an auction for the Property on May 19, 2018. The Property will be
sold "as is." The personal property of the bankruptcy estate will
be included in the auction. There will be no contracts assumed
under the sale. There will be no agreement with management at the
auction. The sale will essentially be all of the assets of the
Debtor.
b. Qualily Bidders: Before a party can bid, they must
pre-qualify. They must place a $50,000 deposit with escrow to bid.
The bidder must establish proof of funds that they have the
ability to close. This information must be given the proof by May
15, 2018. The Bidders will also be given access to the Property
for any due diligence that maybe necessary by the Bidder.
c. Bids: The Reserve Bid will be $2.5 million. The bidder
also understands that the bidder will have to pay a Buyer Premium
to the auctioneer of 10% with an exclusion agreement set forth in
section 6. There is no break-up or topping fee that will be given.
The bidding increment will be $25,000 over the opening bid and the
remaining bids will be in increments at the discretion of the
auctioneer with a minimum of $1,000 over bid.
d. Auction: The auction will take place at the location of the
Property. It will take place at 1:00 p.m. on May 19, 2018. The
Reserve Bid will be $2.5 million.
e. Proceeds: The proceeds of the sale will be used to pay off
the liens of the Property. The funds will be paid out of escrow.
According to the financial records and the debt ofthe Debtor, there
will be no tax consequences from that sale that will yield income
that will have to be paid to the IRS. The Property is being sold
free and clear of all liens.
f. Confirmation of the Sale: The Debtor will ask that the
auction be approved by the Court. A hearing will be heard on the
Wednesday on the Court motion calendar following the auction or on
a date set by the Court.
g. Auctioneer, Realtor, and Exclusions: The auctioneer is
charging 10% fees of the sale that is to be paid by the bidder.
The Debtor is going to be required to pay $20,000 for marketing.
This fee will be reimbursed from a success auction. The Debtor has
the right to cancel the auction up to 48 hours before the auction
if there is a sold buyer that wants to purchase the Property
outside the auction. There are two exclusions made at this time.
Mr. Campbell is still looking at the property. If there is a sale
to Mr. Campbell outside the auction there will 2% commission to the
auctioneer, 2% to the realtor; and 3% to any outside broker that
comes in and assists in the sale. Good Luck corporation is still
looking at the Property. If a sale goes to them, there will be a
2% commission to the auctioneer, 2% to the realtor. There is also
a Realtor that needs to be engaged with the sale of the Property.
There is an issue as to the commission that should be paid. It
ranges from 3% to 6% and will be finalized by the hearing.
A copy of the Auction Agreement and the list of the items in the
preliminary title report that will be resolved is available for
free at:
http://bankrupt.com/misc/HARTLAND_MMI_159_Sales.pdf
The Auctioneer:
MANNING AUCTIONS, LLC DBA LUXEA
5940 South Rainbow Blvd.
Las Vegas, NV 89118
Attn: Jeffrey Manning, President
Mobile: (702) 715-7158
About Hartland MMI
Hartland MMI, LLC, is in the special events business. It rents out
its facilities located at 1044 South 6th St. and 525 Park Paseo,
Las Vegas, Nevada, for special events such as weddings, high school
proms and so on.
Hartland MMI, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Nev. Case No. 17-10549) on Feb. 8, 2017.
In the petition signed by Garry Hart, manager, the Debtor
disclosed $3.65 million in assets and $2.02 million in
liabilities.
The case is assigned to Judge Mike K. Nakagawa.
Frederic P. Schwieg, Esq., in Rocky River, Ohio, serves as counsel
to the Debtor.
The Court appointed Coldwell Banker Premier Realty as real estate
broker for the Debtor.
HATTRICK PROPERTIES: Taps McWhorter Cobb as Legal Counsel
---------------------------------------------------------
Hattrick Properties, LLC, seeks approval from the U.S. Bankruptcy
Court for the Western District of Texas to hire McWhorter, Cobb &
Johnson, LLP, as its legal counsel.
The firm will advise the Debtor regarding the administration of its
bankruptcy estate; assist the Debtor in any potential sale of its
assets; assist in the preparation of a plan of reorganization; and
provide other legal services related to its Chapter 11 case.
The firm received a $17,000 retainer from the Debtor prior to the
Petition Date.
Todd Johnston, Esq., a partner at McWhorter, disclosed in a court
filing that his firm has no connection with any creditor of the
Debtor's estate.
McWhorter can be reached through:
Todd J. Johnston, Esq.
McWHORTER, COBB & JOHNSON, LLP
1722 Broadway
Lubbock, TX 79401
Phone: 806-762-0214
Fax: 806-762-8014
E-mail: tjohnston@mcjllp.com
About Hattrick Properties
Midland, Texas-based Hattrick Properties, LLC, a single asset real
estate (as defined in 11 U.S.C. Section 101(51B)), owns in fee
simple real property and improvements located at 3404 N. Midland
Drive, Midland, Texas. The appraised value of the property is
$3.97 million.
Hattrick Properties filed a Chapter 11 petition (Bankr. W.D. Tex.
Case No. 18-70011) on Feb. 2, 2018. In the petition signed by Kurt
Wayne Griffin, manager, the Debtor disclosed $3.97 million in
assets and $6.07 million in liabilities. Judge Tony M. Davis
presides over the case.
HEALING NATURE: Case Summary & Unsecured Creditor
-------------------------------------------------
Debtor: Healing Nature, LLC
2958 N. 22nd
Philadelphia, PA 19132
Type of Business: Healing Nature, LLC, headquartered in
Philadelphia, Pennsylvania, operates in the
health care industry. The Company owns in fee
simple real properties located at 65241 San
Jacinto Lane, Desert Hot Springs, Ca 92240 with
an expert valuation of $6 million and 65089 San
Jacinton Lane, Desert Hot Springs, Ca 92240 with
an expert valuation of $7.90 million.
Chapter 11 Petition Date: February 20, 2018
Court: United States Bankruptcy Court
Eastern District of Pennsylvania (Philadelphia)
Case No.: 18-11121
Judge: Hon. Ashely M. Chan
Debtor's Counsel: Demetrius J. Parrish, Esq.
THE LAW OFFICES OF DEMETRIUS J. PARRISH, JR.
7715 Crittenden Street, #360
Philadelphia, PA 19118
Tel: (215) 735-3377
E-mail: djpbkpa@gmail.com
djpesq@gmail.com
Total Assets: $14.15 million
Total Liabilities: $4.29 million
The petition was signed by Adrian J. Moody, managing member.
The Debtor lists Robert Oriel, Esq., as its sole unsecured creditor
holding a claim of $40,000.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/paeb18-11121.pdf
HEATHER HILLS: Plan Confirmation Hearing Set for March 23
---------------------------------------------------------
Judge Catherine Peek McEwen of the U.S. Bankruptcy Court for the
Middle District of Florida issued an amended order conditionally
approving Heather Hills Estates, LLC's disclosure statement in
support of its chapter 11 plan.
Any written objections to the Disclosure Statement will be filed
with the Court and served no later than three days prior to the
date of the hearing on confirmation.
The Court will conduct a hearing on confirmation of the Plan on
March 23, 2018 at 10:30 AM in Tampa, FL − Courtroom 8B, Sam M.
Gibbons United States Courthouse, 801 N. Florida Avenue.
Parties in interest must submit their written ballot accepting or
rejecting the Plan no later than four days before the date of the
Confirmation Hearing.
Objections to confirmation must be filed and served no later than
three days before the date of the Confirmation Hearing.
About Heather Hills
Heather Hills Estate, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. M.D. Fla. Case No. 16-09521) on Nov. 4, 2016. No official
unsecured creditors committee has been appointed in the case.
Johnson, Pope, Bokor, Ruppel & Burns, LLP, is the Debtor's
counsel.
HIGH LINER: Moody's Affirms B1 CFR; Outlook Remains Stable
----------------------------------------------------------
Moody's Investors Service affirmed High Liner Food Incorporated's
B1 corporate family rating (CFR), B1-PD probability of default
rating, B2 term loan rating, and SGL-3 speculative grade liquidity
rating. The ratings outlook remains stable.
"The CFR was affirmed as the company is expected to overcome its
operational challenges and improve its credit metrics in the next
12 to 18 months " said Peter Adu, Moody's AVP.
Issuer: High Liner Foods Incorporated
Ratings Affirmed:
Corporate Family Rating, B1
Probability of Default Rating, B1-PD
$370 million Senior Secured First Lien Term Loan due 2021, B2
(LGD4)
Speculative Grade Liquidity Rating, SGL-3
Outlook:
Remains Stable
RATINGS RATIONALE
High Liner's B1 CFR reflects Moody's expectation that leverage will
decline to 4.5x within 12 to 18 months, from 5.6x currently, as the
company moves past several operational challenges that occurred in
2017. The rating also reflects High Liner's narrowly focused
seafood processing operation, which is facing growth challenges as
consumers shift toward fresh and healthy foods from processed
foods, as well as weak margins due to lack of vertical integration
into harvesting (wild-caught) and farming (aquaculture) and
exposure to food safety recalls. The rating gives consideration to
High Liner's good market positions in the processing of seafood for
both retail and foodservice channels in Canada and the US, its
well-known brands, which provide a competitive advantage in the
fragmented industry, and the industry's attractive long term growth
prospects for seafood consumption.
High Liner has adequate liquidity (SGL-3). The company's sources of
liquidity exceed $130 million while it has no mandatory debt
repayments in the next 12 months. The company's liquidity is
supported by $5 million of cash at Q4/2017, about $112 million of
availability under its $180 million ABL facility that matures in
April 2019 (subject to a borrowing base), and expected free cash
flow around $20 million in the next 12 months. The company's ABL
facility is subject to a springing fixed charge coverage covenant
of 1.0x when availability falls below a certain threshold. Moody's
does not expect this covenant to be applicable in the next 4
quarters. High Liner has limited ability to generate liquidity from
asset sales as its assets are encumbered.
The stable outlook reflects Moody's expectation that High Liner
will improve its credit metrics through the next 12 to 18 months as
the Chairman has temporarily re-assumed CEO responsibilities in
order to move past a number of operational challenges that occurred
in 2017. He has a solid track record of successful operations, and
Moody's expects he will return High Liner to previous levels of
profitability and reduce leverage.
The rating could be upgraded if High Liner sustains adjusted
Debt/EBITDA below 4x (pro forma 5.6x for 2017) and EBIT margins
towards 10% (pro forma 5% for 2017). The rating could be downgraded
if adjusted Debt/EBITDA is sustained above 5.5x (pro forma 5.6x),
possibly due to material declines in profitability or debt-financed
acquisition activity. The rating could also be downgraded if free
cash flow remains negative for an extended period.
The principal methodology used in these ratings was Global Packaged
Goods published in January 2017.
High Liner Foods Incorporated is a leading North American processor
and marketer of value-added frozen seafood (mostly fish), serving
the retail and foodservice channels in Canada and the US (70%
branded and 30% private label). Revenue for the year ended December
31, 2017 was about $1.1 billion.
HIGH PLAINS COMPUTING: WF to Get 4% Interest, $15K Per Month
------------------------------------------------------------
High Plains Computing, Inc., filed with the U.S. Bankruptcy Court
for the District of Colorado a first amended disclosure statement
to accompany its first amended plan of reorganization dated Feb.
20, 2018.
Class 2 under the amended plan is the secured claim of Wells Fargo
Commercial Distribution Finance, LLC. The principal amount of the
Class 2 claim costs will be allowed in the amount owed on the
Confirmation Date of the Plan and will continue to retain all liens
that secure its Claim. The Class 2 Claim will bear interest at a
rate of 4% per annum. The Debtor will pay the Class 2 Claim
$15,000 per month until paid. This class is impaired.
The Debtor will restructure its debts and obligations and HPC will
continue to operate in the ordinary course of business. Funding
for the Plan will be from income derived from HPC's ongoing
operations. Roger Cree will continue as the Director and Chief
Executive Officer of HPC.
The Debtor's Plan is feasible based upon the Debtor's ability to
achieve the various components of the Plan. The Debtor expects to
have sufficient cash on hand on the Effective Date of the Plan to
meet all payments due at that time. The balance of the payments
due under the Plan will be derived from HPC's ongoing business
operations and ongoing collection of monies due to HPC. While HPC
is currently operating at a loss, as it completes its transition
into a service based company the Debtor anticipates that its
revenues will increase substantially, allowing the Debtor to
operate profitably and fund its Plan of Reorganization. As the
Debtor gains recognition in the market for its service-based
approach, the Debtor anticipates that its revenues will continue to
increase substantially. As a result, the Debtor anticipates that
its revenues will be approximately $9,200,000 in the first year and
$17,000,000 in the second year.
A full-text copy of the First Amended Disclosure Statement is
available at:
http://bankrupt.com/misc/cob17-14819-254.pdf
A full-text copy of the First Amended Plan is available at:
http://bankrupt.com/misc/cob17-14819-253.pdf
As previously reported by the Troubled Company Reporter, Class 3
General Unsecured Claimants will receive a pro-rata distribution
equal to 3% of the HPC Gross Revenue generated over the five year
period commencing on the Effective Date of the Plan less the amount
necessary to pay any Unclassified Priority Claimant who agrees to
accept deferred payment of its claim.
About High Plains Computing
High Plains Computing, Inc., doing business as HPC Solutions --
http://www.hpc-solutions.net/-- offers a broad portfolio of
services and solutions in Information Technology (IT), Unified
Communications and Professional Services for the government and
healthcare industries. It works with manufacturers of IT
software, cloud computing, collaboration, storage, and
integration.
The Company also offers professional services to include IT support
and developmental services, data management services, network
engineering, technical subject matter experts, administrative
services, engineering and more.
High Plains Computing, based in Denver, Colorado, filed a Chapter
11 petition (Bankr. D. Colo. Case No. 17-14819) on May 23, 2017.
In the petition signed by CEO Roger Cree, the Debtor estimated less
than $500,000 in assets and $1 million to $10 million in
liabilities.
Judge Joseph G. Rosania Jr. presides over the case.
Lee M. Kutner, Esq., at Kutner Brinen, P.C., serves as bankruptcy
counsel to the Debtor.
On Sept. 7, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.
HOBBICO INC: Committee Hires Cullen and Dykman as Lead Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of Hobbico, Inc., and
its debtor-affiliates, seeks authorization from the U.S. Bankruptcy
Court for the District of Delaware to retain Cullen and Dykman LLP,
as lead counsel to the Committee.
The Committee requires Cullen and Dykman to:
(a) advise the Committee with respect to its rights, duties,
and powers in the Chapter 11 Cases;
(b) assist and advise the Committee in its consultations with
the Debtors relative to the administration of th
Chapter 11 Cases;
(c) assist the Committee in analyzing the claims of the
Debtors' creditors and the Debtors' capital structure and
in negotiating with holders of claims and equity
interests;
(d) assist the Committee in its investigation of the acts,
conduct, assets, liabilities, and financial condition of
the Debtors and of the operation of the Debtors'
businesses;
(e) assist the Committee in its investigation of the liens and
claims of the holders of the Debtors' pre-petition debt
and the prosecution of any claims or causes of action
revealed by such investigation;
(f) assist the Committee in its analysis of, and negotiations
with, the Debtors or any third party concerning matters
related to, among other things, the assumption or
rejection of certain leases of nonresidential real
property and executory contracts, asset dispositions, sale
of assets, financing of other transactions and the terms
of one or more plans of reorganization for the Debtors and
accompanying disclosure statements and related plan
documents;
(g) assist and advise the Committee as to its communications
to unsecured creditors regarding significant matters in
the Chapter 11 Cases;
(h) represent the Committee at hearings and other proceedings;
(i) review and analyze applications, orders, statements of
operations, and schedules filed with the Court and advise
the Committee as to their propriety;
(j) assist the Committee in preparing pleadings and
applications as may be necessary in furtherance of the
Committee's interests and objectives;
(k) prepare, on behalf of the Committee, any pleadings,
including without limitation, motions, memoranda,
complaints, adversary complaints, objections, or comments
in connection with any of the foregoing; and
(l) perform such other legal services as may be required or
are otherwise deemed to be in the interests of the
Committee in accordance with the Committee's powers and
duties as set forth in the Bankruptcy Code, Bankruptcy
Rules, or other applicable law.
Cullen and Dykman will be paid at these hourly rates:
Partners $350 to $715
Associates $225 to $450
Paralegals $90 to $175
Cullen and Dykman will also be reimbursed for reasonable
out-of-pocket expenses incurred.
In accordance with Appendix B-Guidelines for Reviewing Applications
for Compensation and Reimbursement of Expenses Filed under 11
U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the
following is provided in response to the request for additional
information:
Question: Did you agree to any variations from, or
alternatives to, your standard or customary billing
arrangements for this engagement?
Response: No.
Question: Do any of the professionals included in this
engagement vary their rate based on the geographic
location of the bankruptcy case?
Response: No.
Question: If you represented the client in the 12 months
prepetition, disclose your billing rates and
material financial terms for the prepetition
engagement, including any adjustments during the 12
months prepetition. If your billing rates and
material financial terms have changed postpetition,
explain the difference and the reasons for the
difference.
Response: Cullen and Dykman did not represent the Committee
in the 12 months prepetition.
Question: Has your client approved your prospective budget
and staffing plan, and, if so for what budget
period?
Response: No. At the time of the filing of the Application,
Cullen and Dykman has not yet submitted a
prospective budget and staffing plan to the
Committee, but it intends to do so and obtain
approval of same in the near term.
Jason Teele, partner of Cullen and Dykman LLP, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and (a) is not creditors,
equity security holders or insiders of the Debtors; (b) has not
been, within two years before the date of the filing of the
Debtors' chapter 11 petition, directors, officers or employees of
the Debtors; and (c) does not have an interest materially adverse
to the interest of the estate or of any class of creditors or
equity security holders, by reason of any direct or indirect
relationship to, connection with, or interest in, the Debtors, or
for any other reason.
Cullen and Dykman can be reached at:
S. Jason Teele, Esq.
Nicole Stefanelli, Esq.
Michelle McMahon, Esq.
Bonnie Pollack, Esq.
CULLEN AND DYKMAN LLP
One Riverfront Plaza
Newark, NJ 07102
Tel: (973) 849-0220
Fax: (973) 849-2020
E-mail: steele@cullenanddykman.com
nstefanelli@cullenanddykman.com
mmcmahon@cullenanddykman.com
bpollack@cullenanddykman.com
About Hobbico, Inc.
Hobbico, Inc. -- https://www.hobbico.com/ -- is engaged in the
design, manufacturing, marketing and distribution of thousands of
hobby products including radio-control and general hobby products.
The company's merchandise includes a wide variety of radio-control
models from cars and boats to airplanes and helicopters.
Hobbico began in 1971 with just two people and now employs over 650
individuals in facilities that include its West Coast distribution
center in Reno, Nevada, facilities in Penrose, Colorado and Elk
Grove Village, Illinois and its corporate headquarters in
Champaign, Illinois.
Hobbico, Inc., along with its U.S. affiliates, sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 18-10055) on Jan. 10,
2018. In the petition signed by Tom S. O'Donoghue, Jr., chief
restructuring officer, Hobbico estimated assets of $10 million to
$50 million and debt of $100 million to $500 million.
The Hon. Kevin Gross is the case judge.
The Debtors tapped Neal, Gerber & Eisenberg LLP as general
bankruptcy counsel; Morris, Nichols, Arsht & Tunnell LLP as local
bankruptcy counsel; Lincoln International LLC as investment banker;
and Keystone Consulting Group, LLC, and CR3 Partners, LLC, as
restructuring advisors. JND Corporate Restructuring is the notice
and claims agent.
On Jan. 22, 2018, the Office of the U.S. Trustee for Region 3
appointed the Official Committee of Unsecured Creditors. The
Committee retained Cullen and Dykman LLP, as lead counsel;
Whiteford Taylor & Preston LLC, as Delaware counsel; and Emerald
Capital Advisors, as financial advisors.
HOBBICO INC: Committee Hires Whiteford Taylor as Delaware Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Hobbico, Inc., and
its debtor-affiliates seeks authorization from the U.S. Bankruptcy
Court for the District of Delaware to retain Whiteford Taylor &
Preston LLC, as Delaware counsel to the Committee.
The Committee requires Whiteford Taylor to:
a. provide legal advice regarding local rules, practices, and
procedures and provide substantive and strategic advice on
how to accomplish Committee goals, bearing in mind that the
Delaware Bankruptcy Court relies on Delaware counsel such
as Whiteford Taylor to be involved in all aspects of each
bankruptcy proceeding;
b. draft, review and comment on drafts of documents to ensure
compliance with local rules, practices, and procedures;
c. draft, file and service of documents as requested by Cullen
and Dykman LLP;
d. prepare certificates of no objection, certifications of
counsel, and notices of fee applications;
e. print of documents and pleadings for hearings, preparing
binders of documents and pleadings for hearings;
f. appear in Court and at any meetings of creditors on behalf
of the Committee in its capacity as Delaware counsel with
Cullen and Dykman;
g. monitor the docket for filings and coordinating with Cullen
and Dykman on pending matters that may need responses;
h. participate in calls with the Committee;
i. provide additional administrative support to Cullen and
Dykman, as requested; and
j. take on any additional tasks or projects the Committee may
assign.
Whiteford Taylor will be paid at these hourly rates:
Christopher M. Samis, Partner $565
L. Katherine Good, Partner $540
Stephen B. Gerald, Partner $540
Kevin Shaw, Associate $310
Christopher L. Lano, Paralegal $265
Whiteford Taylor will also be reimbursed for reasonable
out-of-pocket expenses incurred.
In accordance with Appendix B-Guidelines for Reviewing Applications
for Compensation and Reimbursement of Expenses Filed under 11
U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the
following is provided in response to the request for additional
information:
Question: Did you agree to any variations from, or
alternatives to, your standard or customary billing
arrangements for this engagement?
Response: No.
Question: Do any of the professionals included in this
engagement vary their rate based on the geographic
location of the bankruptcy case?
Response: No.
Question: If you represented the client in the 12 months
prepetition, disclose your billing rates and
material financial terms for the prepetition
engagement, including any adjustments during the 12
months prepetition. If your billing rates and
material financial terms have changed postpetition,
explain the difference and the reasons for the
difference.
Response: Whiteford Taylor did not represent the Committee
in the 12 months prepetition. Whiteford Taylor has
in the past represented, currently represents, and
may represent in the future certain Committee
member and their affiliates in their capacities as
members of the official committees in other Chapter
11 cases or individually in matters wholly
unrelated to the Chapter 11 case.
Question: Has your client approved your prospective budget
and staffing plan, and, if so for what budget
period?
Response: No. At the time of the filing of the Application,
Cullen and Dykman has not yet submitted a
prospective budget and staffing plan to the
Committee, but it intends to do so and obtain
approval of same in the near term.
Christopher M. Samis, partner of Whiteford Taylor & Preston LLC,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and (a)
is not creditors, equity security holders or insiders of the
Debtors; (b) has not been, within two years before the date of the
filing of the Debtors' chapter 11 petition, directors, officers or
employees of the Debtors; and (c) does not have an interest
materially adverse to the interest of the estate or of any class of
creditors or equity security holders, by reason of any direct or
indirect relationship to, connection with, or interest in, the
Debtors, or for any other reason.
Whiteford Taylor can be reached at:
Christopher M. Samis, Esq.
L. Katherine Good, Esq.
Stephen B. Gerald, Esq.
Kevin F. Shaw, Esq.
WHITEFORD, TAYLOR & PRESTON LLC
405 North King Street, Suite 500
Wilmington, DE 19801
Tel: (302) 353-4144
Fax: (302) 661-7950
E-mail: csamis@wtplaw.com
kgood@wtplaw.com
sgerald@wtplaw.com
kshaw@wtplaw.com
About Hobbico, Inc.
Hobbico, Inc. -- https://www.hobbico.com/ -- is engaged in the
design, manufacturing, marketing and distribution of thousands of
hobby products including radio-control and general hobby products.
The company's merchandise includes a wide variety of radio-control
models from cars and boats to airplanes and helicopters.
Hobbico began in 1971 with just two people and now employs over 650
individuals in facilities that include its West Coast distribution
center in Reno, Nevada, facilities in Penrose, Colorado and Elk
Grove Village, Illinois and its corporate headquarters in
Champaign, Illinois.
Hobbico, Inc., along with its U.S. affiliates, sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 18-10055) on Jan. 10,
2018. In the petition signed by Tom S. O'Donoghue, Jr., chief
restructuring officer, Hobbico estimated assets of $10 million to
$50 million and debt of $100 million to $500 million.
The Hon. Kevin Gross is the case judge.
The Debtors tapped Neal, Gerber & Eisenberg LLP as general
bankruptcy counsel; Morris, Nichols, Arsht & Tunnell LLP as local
bankruptcy counsel; Lincoln International LLC as investment banker;
and Keystone Consulting Group, LLC, and CR3 Partners, LLC, as
restructuring advisors. JND Corporate Restructuring is the notice
and claims agent.
On Jan. 22, 2018, the Office of the U.S. Trustee for Region 3
appointed the Official Committee of Unsecured Creditors. The
Committee retained Cullen and Dykman LLP, as lead counsel;
Whiteford Taylor & Preston LLC, as Delaware counsel; and Emerald
Capital Advisors, as financial advisors.
HOBBICO INC: Committee Taps Emerald Capital as Financial Advisors
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Hobbico, Inc., and
its debtor-affiliates, seeks authorization from the U.S. Bankruptcy
Court for the District of Delaware to retain Emerald Capital
Advisors, as financial advisors to the Committee.
The Committee requires Emerald Capital to:
a) review and analyze the Debtors' operations, financial
condition, business plan, strategy, and operating
forecasts;
b) assist the Committee in evaluating any proposed debtor-in-
possession financing;
c) assist in the determination of an appropriate capital
structure for the Debtor;
d) assist and advise the Committee in connection with its
identification, development, and implementation of
strategies related to the potential recoveries for the
unsecured creditors as it relates to any Chapter 11 plan;
e) assist the Committee in understanding the business and
financial impact of various restructuring alternatives of
the Debtors;
f) assist the Committee in its analysis of any financial
restructuring process, including its review of the Debtors'
development of plans of reorganization and related
disclosure statements;
g) assist the Committee in evaluating, structuring and
negotiating the terms and conditions of any proposed
transaction, including the value of the securities, if any,
that may be issued to thereunder;
h) assist in the evaluation of the asset sale process,
including the identification of potential buyers;
i) assist in evaluating the terms, conditions, and impact of
any proposed asset sale transactions;
j) assist the Committee in evaluating any proposed merger,
divestiture, joint-venture, or investment transaction;
k) assist the Committee to value the consideration offered by
the Debtors to unsecured creditors in connection with the
sale of the Debtors' assets or a restructuring;
l) provide testimony, as necessary, in any proceeding before
the Bankruptcy Court; and
m) provide the Committee with other appropriate general
restructuring advice.
Emerald Capital will be paid at these hourly rates:
Managing Partners $650 to $700
Managing Directors $600
Vice Presidents $500 to $550
Associates $400 to $450
Analysts $300 to $350
Emerald Capital will also be reimbursed for reasonable
out-of-pocket expenses incurred.
John P. Madden, a managing partner at Emerald Capital Advisors,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and (a)
is not creditors, equity security holders or insiders of the
Debtors; (b) has not been, within two years before the date of the
filing of the Debtors' chapter 11 petition, directors, officers or
employees of the Debtors; and (c) does not have an interest
materially adverse to the interest of the estate or of any class of
creditors or equity security holders, by reason of any direct or
indirect relationship to, connection with, or interest in, the
Debtors, or for any other reason.
Emerald Capital can be reached at:
John P. Madden
EMERALD CAPITAL ADVISORS
70 East 55th Street, 17th Floor
New York, NY 10022
Tel: (212) 201-1904
Fax: (212) 731-0307
About Hobbico, Inc.
Hobbico, Inc. -- https://www.hobbico.com/ -- is engaged in the
design, manufacturing, marketing and distribution of thousands of
hobby products including radio-control and general hobby products.
The company's merchandise includes a wide variety of radio-control
models from cars and boats to airplanes and helicopters.
Hobbico began in 1971 with just two people and now employs over 650
individuals in facilities that include its West Coast distribution
center in Reno, Nevada, facilities in Penrose, Colorado and Elk
Grove Village, Illinois and its corporate headquarters in
Champaign, Illinois.
Hobbico, Inc., along with its U.S. affiliates, sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 18-10055) on Jan. 10,
2018. In the petition signed by Tom S. O'Donoghue, Jr., chief
restructuring officer, Hobbico estimated assets of $10 million to
$50 million and debt of $100 million to $500 million.
The Hon. Kevin Gross is the case judge.
The Debtors tapped Neal, Gerber & Eisenberg LLP as general
bankruptcy counsel; Morris, Nichols, Arsht & Tunnell LLP as local
bankruptcy counsel; Lincoln International LLC as investment banker;
and Keystone Consulting Group, LLC, and CR3 Partners, LLC, as
restructuring advisors. JND Corporate Restructuring is the notice
and claims agent.
On Jan. 22, 2018, the Office of the U.S. Trustee for Region 3
appointed the Official Committee of Unsecured Creditors. The
Committee retained Cullen and Dykman LLP, as lead counsel;
Whiteford Taylor & Preston LLC, as Delaware counsel; and Emerald
Capital Advisors, as financial advisors.
INFILAW HOLDING: Ares Capital Writes Off $4.5 Million Loan
----------------------------------------------------------
Ares Capital Corporation has marked its $4.5 million in loans
extended to privately held Infilaw Holding to market at $0 of the
outstanding amount, as of Dec. 31, 2017, according to a disclosure
contained in a Form 10-K filing with the Securities and Exchange
Commission for the fiscal year ended Dec. 31, 2017.
Ares in August 2011 extended to Infilaw a First lien senior secured
revolving loan, with $4.5 million par value. The loan is slated to
mature February 2018.
According to Ares, the loan had non-accrual status as of Dec. 31,
2017.
Infilaw Holding, LLC, is an operator of for-profit law schools.
INFINITY CUSTOM: Taps Coldwell Banker as Real Estate Broker
-----------------------------------------------------------
Infinity Custom Homes, LLC, seeks approval from the U.S. Bankruptcy
Court for the Middle District of Florida to hire Coldwell Banker
Residential Real Estate as its broker.
The firm will assist the Debtor in the sale of its real property
located at 1761 Legion Drive, Winter Park, Florida. The property
is a single-family residence and is being offered for a sale price
of $1.795.
Coldwell will get a commission of $345, plus 5% of the sale price
if the property is sold.
If the Debtor enters into a lease, it will pay the firm 10% of the
gross lease value. The Debtor will pay the firm the sale
commission if the property is sold to the tenant.
Meanwhile, if the Debtor retains any deposit in connection with a
transaction that does not close, it will pay Coldwell one-half of
the deposit.
Richard Daniel Haber, a real estate sales associate affiliated with
Coldwell, disclosed in a court filing that the firm is a
"disinterested person" as defined in section 101(14) of the
Bankruptcy Code.
Coldwell can be reached through:
Richard Daniel Haber
Coldwell Banker Residential Real Estate
400 Park Avenue, Suite 210
Winter Park, FL 32789
Tel: 321-624-0966
E-mail: danhaber01@gmail.com
About Infinity Custom Homes
Infinity Custom Homes, LLC, headquartered in Winter Park, Florida,
is engaged in activities related to real estate. Its principal
assets are located at 1761 Legion Drive; 1550 Hibiscus Avenue; 1640
Oneco Avenue; and 130 W. Lake Sue Avenue.
Infinity Custom Homes, LLC, based in Winter Park, FL, filed a
Chapter 11 petition (Bankr. M.D. Fla. Case No. 18-00622) on Feb. 2,
2018. In the petition signed by David P. Croft, manager, the
Debtor estimated $1 million to $10 million in both assets and
liabilities. R. Scott Shuker, Esq., at Latham Shuker Eden &
Beaudine, LLP, serves as bankruptcy counsel to the Debtor.
J&J TILE: Disclosures OK'd; April 10 Plan Confirmation Hearing Set
------------------------------------------------------------------
Judge Stacey L. Meisel of the U.S. Bankruptcy Court for the
District of New Jersey approved J&J Tile, Inc.'s disclosure
statement, dated Dec. 4, 2017, referring to its chapter 11
reorganization plan.
Written acceptances, rejections or objections to the plan must be
filed not less than seven days before the hearing on confirmation
of the plan.
April 10, 2018 at 2:30 p.m. is fixed as the date and time for the
hearing on confirmation of the plan.
About J&J Tile
J&J Tile, Inc., filed a Chapter 11 bankruptcy petition (Bankr.
D.N.J. Case No. 17-11318) on Jan. 23, 2017, estimating under $1
million in both assets and liabilities. The Debtor hired Carkhuff
& Radmin, P.C., as bankruptcy
counsel. The Debtor also tapped John D. Horowitz, Esq., at
Horowitz Law Group, PLLC, as labor counsel, and Ferrentino &
Associates as accountant.
JADE INVESTMENTS: Taps Caldwell & Riffee as Legal Counsel
---------------------------------------------------------
Jade Investments, LLC, seeks approval from the U.S. Bankruptcy
Court for the Southern District of West Virginia to hire Caldwell &
Riffee as its legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; assist the Debtor in any potential sale of its
property; investigate avoidance actions; and provide other legal
services related to its Chapter 11 case.
Caldwell & Riffee will charge an hourly fee of $300 for its
services. The firm received a $3,000 retainer prior to the
petition date.
Joseph Caldwell, Esq., a member of Caldwell, disclosed in a court
filing that he and his firm do not hold or represent any interest
adverse to the Debtor's estate or creditors.
The firm can be reached through:
Joseph W. Caldwell, Esq.
Caldwell & Riffee
3818 MacCorkle Avenue, SE
P.O. Box 4427
Charleston, WV 25364
Phone: (304) 925-2100
Fax: (304) 925-2193
E-mail: jcaldwell@caldwellandriffee.com
About Jade Investments
Jade Investments, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D.W.Va. Case No. 18-50025) on Feb. 6,
2018. In the petition signed by Joshua Conaway, member, the Debtor
estimated assets and liabilities of less than $1 million. Judge
Frank W. Volk presides over the case. Caldwell & Riffee is the
Debtor's counsel.
JETBLUE AIRWAYS: Fitch Hikes Long-Term IDR to BB; Outlook Positive
------------------------------------------------------------------
Fitch Ratings has upgraded JetBlue Airways Corp.'s (JBLU) Long-Term
Issuer-Default Rating (IDR) to 'BB' from 'BB-'. The Rating Outlook
is Positive. Fitch has also affirmed JBLU's senior secured credit
facility at 'BB+'/'RR1'.
KEY RATING DRIVERS
The rating action encompasses JetBlue's strong credit metrics,
consistent profitability, expected reduction in its cost structure
and solid financial flexibility. The rating is also supported by
JBLU's meaningful debt reduction over the past few years and its
continued commitment to a healthy balance sheet. The Positive
Outlook reflects JetBlue's credit metrics, which are in line with
or stronger than other airlines rated in the 'BB' category. The
Positive Outlook is also supported by Fitch's expectations that
JBLU's financial flexibility will enable it to maintain an improved
credit profile despite cost pressures and increased capital
spending.
Fitch's primary ratings concerns revolve around future margin
headwinds, including impending wage increases for pilots and higher
fuel prices. Additionaly, JBLU's growth strategy is more aggressive
than much of its peer group, and will require heavy spending on
aircraft deliveries over the next few years. The increased aircraft
related capex is a critical part of JBLU's capacity plans, but it
will put pressure on FCF over the next two to three years, most
likely leading to incremental borrowing. These risks are offset by
the company's adequate liquidity balance and successful track
record of growth. Fitch will also monitor JBLU's recent increased
focus on returning cash to shareholders, but at this time considers
it a minor concern due to the strength of the company's balance
sheet. Longer-term concerns also include the strengthened
competitive position coming from the major network carriers, as
their financial performance has improved and the rapid growth of
ultra-low cost competitors. Other risks include cyclicality and the
high degree of operating leverage that is typical for the airline
industry.
Stable Expected Financial Performance Despite Headwinds: JetBlue's
financial performance has been driven by the expansion of Mint,
strong demand in focus city networks, and increasing ancillary
revenues. The introduction of the company's first class cabin,
Mint, in 2014 on transcontinental routes has been immensely
successful, yet the product still represents a significant
opportunity, as Mint seats only account for 2% of total available
seat miles (ASMs). The company has placed an emphasis on Mint, as
it received 15 Mint A321s in 2017 and will receive two more in
2018. The superior margins produced by Mint should help offset
pressures on the cost side. JetBlue's revenue growth has also been
driven by strong demand from the company's key focus cities. The
company has built a leading market share in three healthy coastal
markets, which include Boston-Logan, NYC- JFK, Fort Lauderdale-
Hollywood. To date the company has been successful in implementing
its growth plan by focusing on growing its core markets and
creating a brand with a loyal following in those markets. The
company has experienced material growth in its ancillary revenues
(bag fees, credit cards, etc), which now average $27 per customer.
Fitch sees the creation of JetBlue Travel Products, a newly formed
ancillary business unit, as a potentially sizable benefit to
margins if the company can attract its loyal customers to do more
of their leisure planning through the airline. Finally, in 2018 the
company will receive higher density A321s with an additional 10
seats and will start reconfiguring its A320s to add another 12
seats. This should allow the company to offset cost pressures and
gain additional revenues at a relatively low capital investment.
JetBlue's operating margins in 2017 were in line with Fitch's
expectations, as EBIT margins declined to 14.7% from peak EBIT
margins of 20.1% in 2016. The decline was due to higher fuel
prices, increases in non-pilot wages, and severe hurricanes in
South Florida and the Caribbean. However, JetBlue's cumulative
margin performance has outpaced many of its competitors over the
last three years.
Fitch expects operating margins to decrease by two to five
percentage points in 2018, primarily due to higher fuel prices.
Fitch's current forecast for 2018 incorporates a jet fuel price of
$2.15/gallon, representing a roughly 25% increase from JetBlue's
average price paid in 2017 of $1.72. However, Fitch expects
non-fuel unit costs to be flat to slightly down for 2018 due to
cost saving initiatives that will reduce maintenance and
operational expenses. Once the company's pilot contract is agreed
upon and implemented, the company will face cost pressures from
higher wages.
Despite these future margin headwinds, Fitch forecasts that JetBlue
will generate EBIT margins above long-term averages in the high
single digits to the low teens over the intermediate term. The
pressure on margins has increased the importance of the execution
of the structural cost program. By year-end 2017, the company had
achieved a run-rate of $90 million of the $250 to $300 million in
cost savings that it aims to achieve through its cost program. The
program focuses on integrating technology into a number of areas,
driving down airport costs, improving productivity tools
surrounding maintenance and customer facing operations as well as
amending JetBlue's contracts with some distribution partners. The
program is expected to be completed by 2020, but some program
initiatives will begin to benefit the company in the second half of
2018. As a result, CASM ex-fuel growth should flatten out or fall
modestly over the next few years. CASM-ex has increased by more
than 21% since 2011 and had previously been a potential ratings
concern.
Healthy Balance Sheet: As of Dec. 31, 2017, Fitch calculates
JetBlue's total adjusted debt/EBITDAR at 2.3x, slightly up from
2.1x at year end 2016. Fitch expects JBLU's leverage to slightly
increase over the next three years driven both by lower EBITDAR
expectations (higher fuel prices, increased wages) and some debt
funded aircraft deliveries. JBLU's leverage is now below several
peers that Fitch rates in the 'BB' and 'BB+' categories. Leverage
improvement over the past few years has largely driven by
relatively low fuel costs, increased capacity, and amortization of
debt. The company used cash flow to decrease debt by $194 million
for 2017. The company continues to purchase a significant number of
aircraft with cash and buy some its aircraft off of leases, which
represents the most expensive debt on JBLU's balance sheet.
JetBlue's unencumbered asset base at year end 2017 stood at 119
aircraft. Fitch considers high quality unencumbered aircraft to be
a good additional source of financial flexibility. Going forward,
the company will use its cash flows for capital investments and
returning dividends to shareholders. Fitch estimates that adjusted
debt/EBITDAR will remain between 2.4x and 2.9x over the
intermediate term.
Heavy Aircraft Deliveries Pressure Projected FCF: The company's
growth strategy has driven its decision to take on significant
aircraft deliveries over the next few years. In 2017, capex was
over $1.1 billion as the company received 16 aircraft. The company
expects capex to be between $900 million and $1.1 billion for 2018
with up to $900 million spent on aircraft related investments,
including 10 A321s deliveries and the cabin restyling for the
A320s. In 2019, JBLU will add 13 A321neos and in 2020, 23 aircraft
will be delivered, representing a significant amount of capital
spending in those years. In 2017, JetBlue decided to defer eight
aircraft from 2019 to 2023 and five aircraft from 2020 to 2024. The
company expects total capital spending to average $1.1 billion
annually from 2017 to 2020 compared to an average of $860 million
annually from 2013 to 2016. Nevertheless, Fitch expects JBLU to
generate $225 million to $375 million of FCF in 2018 due to a lull
in aircraft related capex. FCF generation in 2019 and 2020 may be
pressured and could possibly swing negative.
DERIVATION SUMMARY
JetBlue has shown significant improvement in its credit profile
over the last three to four years. Despite the upgrade to 'BB', the
company's leverage metrics remain strong for the rating and mirror
those of Delta Airlines (BBB-) and Southwest Airlines (BBB+).
Profitability continues to be a credit positive for JetBlue as the
company has produced operating margins above the North American
airline average for much of the past decade. For 2017, the company
generated EBIT margins of 14.7% compared to EBIT margins of 17.9%
and 15.9% for Alaska Air Group Inc. (BBB-) and Southwest,
respectively. Unlike these two peers, JetBlue has not yet reached a
new pilot contract, which will drive wages up, pressuring margins
in the future. As of Dec. 31, 2017, JBLU's liquidity as a percent
of revenues was 16%, which is around the industry average and in
line with similarly rated peers, such as United Continental Inc.
(BB) at 15%. Financial flexibility will be driven by future free
cash flow generation and the continued growth of the number of
unencumbered aircraft.
JetBlue's network and route diversification still lags behind the
big four U.S. carriers, but has strengthened over the past several
years. The company has built a more defensible network with a
leading market share in each of its three main focus cities (BOS,
JFK and FLL).
KEY ASSUMPTIONS
Fitch's Key Assumptions Within Its Rating Case for the Issuer
-- Capacity growth in the mid-single digits over the forecast
period;
-- North American Air traffic demand remains steady;
-- Pilot deal reached with wage increases (similar to ALK)
starting 2019;
-- Some incremental borrowing to fund aircraft deliveries.
RATING SENSITIVITIES
Developments That May, Individually or Collectively, Lead to
Positive Rating Action
-- FCF margins remaining in the mid-to-high single digits as a
percentage of revenue;
-- EBIT margins remaining in the mid-to-high teens or higher;
-- Sustained commitment to conservative financial policies;
-- Adjusted debt/EBITDAR sustained around or below 2.5x;
-- Ratification of the pending pilot contract without materially
degrading the company's credit metrics.
Developments That May, Individually or Collectively, Lead to
Negative Rating Action
-- An exogenous shock that causes demand for air travel to drop
significantly or a fuel shock that is not adequately offset by
rising fares;
-- Change in management strategy that favors shareholder returns
at the expense of a healthy balance sheet;
-- Sustained adjusted debt/EBITDAR above 3.5x;
-- FCF margins declining to below 1.0% to 2.0% on a sustained
basis or FFO fixed charge coverage falling below 4x on a
sustained basis.
LIQUIDITY
JBLU's liquidity is supportive of the ratings. As of Dec. 31, 2017,
JetBlue had a cash and cash equivalents balance of $303 million,
short-term investment securities of $390 million and an undrawn
balance of $425 million on its revolving credit facility. Fitch
considers total liquidity to be more than adequate to address
near-term needs. Upcoming debt maturities are manageable over the
next three years. Fitch forecasts that JBLU's cash on hand and
operating cash flow generation would cover its capital expenditures
in the next two to three years; however, the company will likely
borrow to fund aircraft deliveries. Total liquidity, including the
undrawn revolver, is equivalent to 16% of LTM revenue, which is
slightly below the industry average.
As of Dec. 31 2017, the company had 243 aircraft: 130 A320s, 32
A321s with the Mint Configuration, 21 A321s with one core cabin, 60
E190s. At the end of the fourth quarter, the company stated it had
119 unencumbered aircraft consisting of A320s and A321s and 37
unencumbered spare engines. Fitch considers JBLU's unencumbered
Airbus A320s and A321s to be high-quality assets that should
support capital market access in a stress case scenario. Fitch
expects JBLU to pay for some aircraft with cash and pay down
existing aircraft secured debt as the company continues to grow its
unencumbered aircraft base. Fitch forecasts that JBLU's cash on
hand and operating cash flow generation would cover the company's
capital expenditures and debt maturities in 2018; however, the
company will use some debt funding to finance aircraft deliveries.
Revolver: The $425 million revolving credit facility, which had its
borrowing availability increased from $400 million during 2017, is
secured by take-off and landing slots at JFK, LaGuardia, and
Washington Reagan, and is set to mature in April of 2021. The
revolver capacity gives JetBlue additional cushion in case of
future liquidity crunch.
JetBlue's debt primarily consists of secured fixed and floating
rate notes backed by aircraft and related assets. Total debt also
includes roughly $441 million related to JetBlue's construction
obligation for terminal five at New York's JFK airport. The
obligation represents ground and facility rent payments made by
JetBlue based on the number of passengers enplaned out of the
terminal, and subject to annual minimums. This obligation is
treated as a financing obligation for reporting purposes. The
constructed asset and corresponding liability are shown on the
balance sheet.
FULL LIST OF RATING ACTIONS
JetBlue Airways, Corp.
-- IDR upgraded to 'BB' from 'BB-';
-- Senior secured credit facility affirmed at 'BB+'/'RR1'.
JOHN Q. HAMMONS: March 23 Hearing on JD Holdings' Plan Outline
--------------------------------------------------------------
Judge Robert D. Berger of the U.S. Bankruptcy Court for the
District of Kansas will convene a hearing on March 23, 2018, at
9:30 a.m., to consider approval of creditor J.D. Holdings, L.L.C.'s
disclosure statement with respect to joint and consolidated chapter
11 plans of reorganization for John Q. Hammons Fall 2006, LLC and
affiliates.
Any response or objection to the Creditor Disclosure Statement must
be in writing and filed on or before March 21, 2018 at 5 p.m.
prevailing Central time.
As previously reported by the Troubled Company Reporter, JD
Holdings will assume the Assumed Loans, assume the Assumed
Agreements, assume and pay the Allowed Claims, and establish and
contribute assets to the Charitable Trust. Pursuant to the Plans,
JD Holdings is purchasing all Assets. Funds to consummate the Plans
Transactions will come from JD Holdings and its affiliates and
financing from third parties, including the Sale Lender pursuant to
the Sale Financing Facility.
A copy of JD Holdings Disclosure Statement is available for free
at:
http://bankrupt.com/misc/ksb16-21142-1767.pdf
About John Q. Hammons Fall 2006
Springfield, Missouri-based John Q. Hammons Hotels & Resorts (JQH)
-- http://www.jqhhotels.com/-- is a private, independent owner and
manager of hotels in the United States, representing brands such
as: Marriott, Hilton, Embassy Suites by Hilton, Sheraton, IHG,
Chateau on the Lake Resort / Spa & Convention Center, and Plaza
Hotels Collection. It has portfolio of 35 hotels representing
approximately 8,500 guest rooms/suites in 16 states.
John Q. Hammons Fall 2006, LLC, and its affiliates filed chapter 11
petitions (Bankr. D. Kan. Case Nos. 16-21139 to 16-21208) on June
26, 2016. In the petitions signed by Greggory D. Groves, vice
president, the Debtors estimated assets at $100 million to $500
million and liabilities at $100 million to $500 million.
The Debtors tapped Mark A. Shaiken, Esq., Mark S. Carder, Esq., and
Nicholas Zluticky, Esq., at Stinson Leonard Street LLP, as counsel.
The Debtors' conflict counsel is Victor F. Weber, Esq., at Merrick
Baker and Strauss PC.
JONES & PINER: Taps Philadelphia Realty as Real Estate Broker
-------------------------------------------------------------
Jones & Piner Real Estate Group, LLC seeks approval from the U.S.
Bankruptcy Court for the Eastern District of Pennsylvania to hire
Philadelphia Realty Exchange, Inc., as its real estate broker.
The firm will help the Debtor market and sell its real estate
located at 5042 Baltimore Avenue, Philadelphia, Pennsylvania.
The firm will receive a fee of 6% of the sale price, or 3% if there
is a buyer's broker involved in the transaction.
Grace O'Donnell, a real estate agent employed with Philadelphia
Realty, disclosed in a court filing that she and her firm are
"disinterested persons" as defined in section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Grace O'Donnell
Philadelphia Realty Exchange, Inc.
1608 Spruce Street
Philadelphia, PA 19103
Phone: 215-545-6111
Fax: 215-545-4550
About Jones & Piner Real Estate Group
Jones & Piner Real Estate Group, LLC, is a single asset real estate
company. Based in Philadelphia, Pennsylvania, Jones & Piner Real
Estate Group filed a Chapter 11 petition (Bankr. E.D. Pa. Case No.
18-10745) on Feb. 4, 2018, estimating $500,000 to $1 million assets
and $100,000 to $500,000 in liabilities. The Debtor is represented
by Scot F. Waterman, Esq. at Waterman & Mayer, LLP, as counsel.
LABORATORIO CLINICO: April 4 Plan and Disclosures Hearing Set
-------------------------------------------------------------
Judge Mildred Caban Flores of the U.S. Bankruptcy Court for the
District of Puerto Rico conditionally approved Laboratorio Clinico
Los Robles, Inc.'s disclosure statement, dated Feb. 19, 2018, in
support of its chapter 11 plan.
Acceptances or rejections of the Plan may be filed in writing on/or
before 14 days prior to the date of the hearing on confirmation of
the Plan.
Any objection to the final approval of the Disclosure Statement
and/or the confirmation of the Plan must be filed on/or before 14
days prior to the date of the hearing on confirmation of the Plan.
A hearing for the consideration of the final approval of the
Disclosure Statement and the confirmation of the Plan will be held
on April 4, 2018 at 9:00 A.M. at the U.S. Bankruptcy Court, José
V. Toledo U.S. Post Office and Courthouse Building, 300 Recinto Sur
Street, Courtroom 3, Third Floor, San Juan, Puerto Rico.
About Laboratorio Clinico Los Robles
Laboratorio Clinico Los Robles, Inc. filed a Chapter 11 bankruptcy
petition (Bankr. D.P.R. Case No. 17-03196) on May 5, 2017. In the
petition signed by the Debtor's president, Luis Armando Berrios
Diaz, the Debtor estimated $500,000 to $1 million in assets and
$100,000 to $500,000 in liabilities. Ada M. Conde, Esq., at
Estudio Legal 1611 Corp, is the Debtor's bankruptcy counsel.
LDJ ENTERPRISE: May 8 Hearing on D. Middleton's Plan Outline
------------------------------------------------------------
Judge Jason D. Woodard of the U.S. Bankruptcy Court for the
Northern District of Mississippi will convene a hearing on May 8,
2018 at 10:00 a.m. to consider and act upon the disclosure
statement filed by Dalton Middleton on behalf of LDJ Enterprise,
LLC.
Objections to the disclosure statement must be filed and served on
or before March 26, 2018.
About LDJ Enterprise
Headquartered in Tupelo, Mississippi, LDJ Enterprise, LLC, filed
for Chapter 11 bankruptcy protection (Bankr. N.D. Miss. Case No.
17-11088) on March 23, 2017, estimating assets and liabilities of
less than $50,000. Lisa Pulliam, its administrator, signed the
petition. The Debtor tapped Dalton Middleton, Esq., at Middleton &
Tinsley Law Firm, PLLC, to serve as legal counsel in connection
with its Chapter 11 case.
LONG BLOCKCHAIN: Names New CEO & OKs Spin Off of Beverage Business
------------------------------------------------------------------
Long Blockchain Corp. announced new developments to advance the
Company's transition toward the development and acquisition of
Blockchain applications that can leverage the benefits of
distributed ledger technologies (DLT/Blockchain).
Shamyl Malik Appointed CEO of Long Blockchain
The Board of Directors has appointed Shamyl Malik as chief
executive officer of the Company, effective immediately. Mr. Malik
brings over a decade of financial technology experience to LBCC
having held positions as Global Head of Trading at Voltaire
Capital, Head of FX Electronic Trading at Morgan Stanley, and Head
of Electronic Market Making for Emerging Markets and Precious
Metals in the Capital Markets Division at Citibank. He currently
serves on the Company's Board of Directors, having been appointed
on Jan. 2, 2018, and as Chairman of the Company's Blockchain
Strategy Committee.
"Shamyl's appointment to CEO is a valuable development in
accelerating the Company's business transition. He brings
exceptional insights and experience in financial technology," said
Bill Hayde, Chairman of the Board of Directors.
Mr. Malik added, "We see an attractive opportunity to develop
Blockchain solutions for the global financial markets, and are
eager to implement our business strategy through internal
applications development and complimentary merger targets that the
Company is evaluating."
In connection with Mr. Malik's appointment, the Company and Mr.
Malik entered into a one-year employment agreement. The employment
agreement provides for Mr. Malik to receive a base salary of
$250,000. For the first six months of Mr. Malik's employment, his
salary will be paid in shares of Common Stock of the Company. For
the remaining six months of Mr. Malik's employment (and any
extension period agreed upon between the parties), his salary will
be payable in cash, shares of Common Stock of the Company or a
combination thereof, at the sole option of Mr. Malik.
Additionally, if Mr. Malik is still employed by the Company on Jan.
1, 2019, he will be entitled to a guaranteed bonus of $250,000,
payable half in shares of Common Stock of the Company and half in
cash, shares of Common Stock of the Company or a combination
thereof, at the sole option of Mr. Malik. All shares issued under
the agreement will be valued at $3.00 per share and be under the
Company's 2017 Long-Term Incentive Equity Plan.
Spin-Off of Beverage Business to Shareholders
The Board of Directors has also approved Management's intentions to
pursue a spin-off of the Company's existing beverage subsidiary,
Long Island Brand Beverages, LLC. The Company aims to structure
and complete the proposed spin-off during the second quarter of
2018, with the intention to maintain a public listing for the
beverage business. In connection with the foregoing, the Board of
Directors has formed a beverage subcommittee, comprised of Bill
Hayde, John Carson, and Tom Cardella, with responsibilities for
appointing the Board and Chief Executive Officer of the spun-off
company and to oversee the beverage business until the spin-off is
completed.
Philip Thomas, former CEO and Director of the Company who will be a
member of the Board of Directors of LIBB once the spin-off is
completed, commented, "It was always our intention to spin off our
beverage business following our shift to Blockchain technology and
we believe that it is currently the appropriate time to take such
action. Shamyl has shown great initiative and leadership since
joining the team, and his appointment as CEO and our planned
spin-off will allow the Company to execute on a clear, focused
Blockchain strategy."
"It is anticipated that the spin-off will provide shareholders the
opportunity to capitalize on both the Company's new Blockchain
business and the value to be created by LIBB's ongoing growth.
Stockholders will own the same percentage of LIBB as they currently
own in the Company," Mr. Thomas added.
Additional details regarding the appointment of Mr. Malik, the
departure of Mr. Thomas, the spin-off and other related matters are
set forth in a Current Report on Form 8-K filed by the Company with
the Securities and Exchange Commission, a copy of which is
available for free at https://is.gd/PBIncS
About Long Blockchain Corp.
Headquartered 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.
LOS DOS MOLINOS: Trustee Taps Perkins Coie as Legal Counsel
-----------------------------------------------------------
Jeremiah Foster, the Chapter 11 trustee for Los Dos Molinos Cafe Y
Cantina LLC, received approval from the U.S. Bankruptcy Court for
the District of Arizona to hire Perkins Coie as his legal counsel.
The firm will advise the trustee regarding his duties under the
Bankruptcy Code and will provide other legal services related to
the Debtor's Chapter 11 case.
Bradley Cosman, Esq., the Perkins Coie attorney who will be
handling the case, charges an hourly fee of $520.
Perkins Coie is a "disinterested person" as defined in Section
101(14) of the Bankruptcy Code, according to court filings.
The firm can be reached through:
Bradley A. Cosman, Esq.
Jordan A. Kroop, Esq.
2901 N. Central Ave., Suite 2000
Phoenix, AZ 85012
Phone: (602) 351-8000
E-mail: bcosman@perkinscoie.com
jkroop@perkinscoie.com
About Los Dos Molinos Cafe Y Cantina
Los Dos Molinos Cafe Y Cantina operates a Mexican food restaurant
at 4855 E. Warner Road, Suite 29, Phoenix, Arizona. Cheryl Vitale,
the owner of the Debtor, is also the manager/member of the Debtor.
Los Dos Molinos Cafe Y Cantina, LLC, sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No.
17-07095) on June 22, 2017. At the time of the filing, the Debtor
estimated less than $100,000 in assets and $1 million in
liabilities.
Judge Paul Sala presides over the case.
Donald W. Powell, Esq., at Carmichael & Powell P.C., serves as the
Debtor's bankruptcy counsel.
Jeremiah Foster has been appointed Chapter 11 trustee for the
Debtor.
No official committee of unsecured creditors has been appointed in
the Debtor's case.
* * *
On Nov. 30, 2017, the Debtor filed a disclosure statement, which
explains its proposed Chapter 11 plan of reorganization.
LOS DOS MOLINOS: Trustee Taps RCS as Financial Advisor
------------------------------------------------------
Jeremiah Foster, the Chapter 11 trustee for Los Dos Molinos Cafe Y
Cantina LLC, received approval from the U.S. Bankruptcy Court for
the District of Arizona to hire Resolute Commercial Services.
The firm will provide financial advisory services to the trustee in
connection with the Debtor's Chapter 11 case.
The firm's hourly rates range from $100 to $350. Nicole Manos,
senior managing director and the RCS professional primarily
responsible for providing the services, charges an hourly fee of
$300.
RCS is a "disinterested person" as defined in section 101(14) of
the Bankruptcy Code, according to court filings.
The firm can be reached through:
Nicole Manos
Resolute Commercial Services
7201 E. Camelback Road, Suite 250
Scottsdale, AZ 85251
Phone: (480) 947-3321
Fax: (480) 946-3556
Email: info@resolutecommercial.com
About Los Dos Molinos Cafe Y Cantina
Los Dos Molinos Cafe Y Cantina operates a Mexican food restaurant
at 4855 E. Warner Road, Suite 29, Phoenix, Arizona. Cheryl Vitale,
the owner of the Debtor, is also the manager/member of the Debtor.
Los Dos Molinos Cafe Y Cantina, LLC, sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No.
17-07095) on June 22, 2017. At the time of the filing, the Debtor
estimated less than $100,000 in assets, and $1 million in
liabilities.
Judge Paul Sala presides over the case.
Donald W. Powell, Esq., at Carmichael & Powell P.C., serves as the
Debtor's bankruptcy counsel.
Jeremiah Foster has been appointed Chapter 11 trustee for the
Debtor. No official committee of unsecured creditors has been
appointed in the Debtor's case.
On November 30, 2017, the Debtor filed a disclosure statement,
which explains its proposed Chapter 11 plan of reorganization.
LRJ GLOBAL: Unsecured Creditors to be Paid 5% Under Plan
--------------------------------------------------------
LRJ Global Quality Concrete, Inc., filed with the U.S. Bankruptcy
Court for the District of Puerto Rico a small business disclosure
statement describing their proposed plan of reorganization.
The debtor is a duly organized and registered corporation under the
laws of the Commonwealth of Puerto Rico State Department and
specializes in the sale of diversified concrete products.
General unsecured creditors are classified in Class 3 and will
receive a distribution of 5% of their allowed claims.
Payments and distributions under the Plan will be funded by the
income from the debtor's continuation and operation of the
business. Debtor is confident in that the reorganization is
attainable through the increase in sales of cement products and
diversity of the business for new construction project available
after the events of Hurricane Maria. The Debtor's experience in
the industry is an asset for future success. The Debtor has
obtained a new contract awarded by the Municipality of Yauco for
the construction and maintenance of a new Cementary and there are
other opportunities.
A copy of the Disclosure Statement is available for free at:
http://bankrupt.com/misc/prb17-04359-11-42.pdf
About LRJ Global Quality Concrete
Based in Yauco, Puerto Rico, LRJ Global Quality Concrete filed a
voluntary petition for reorganization pursuant to Chapter 11 of the
Bankruptcy Code (Bankr. D.P.R. Case No. 17-04359) on June 19, 2017.
The Debtors' assets and liabilities are both below $1 million.
The Debtor is represented by Nydia Gonzalez Ortiz, Esq. of Santiago
& Gonzalez.
LUKE'S LOCKER: Unsecured Creditors to Get Nothing Under Plan
------------------------------------------------------------
Luke's Locker Incorporated and affiliates filed with the U.S.
Bankruptcy Court for the Eastern District of Texas a disclosure
statement in support of its chapter 11 plan dated Feb. 20, 2018.
The Plan generally provides for the payment in full of all Priority
Claims and Secured Claims. Unsecured Claims will not receive any
distribution under the Plan.
The funds to be used for the payment of Claims or other
Distributions to be made under the Plan will be from the proceeds
of the continued operation of Luke's Locker's business, the New
Equity Infusion, and any available funds or property which the
Reorganized Luke's Locker Debtor may otherwise possess on or after
the Effective Date.
The perfected liens and security interests held by any Secured
Creditor will be continued, preserved and retained to secure the
unpaid balance of such Secured Creditor’ Allowed Secured Claim.
Current Interests in the Debtor will be canceled, and the New
Equity Holders will obtain 100% of the equity interests in the
Reorganized Luke's Locker Debtor.
The Debtor believes that the Plan is feasible based upon the
projected revenue of the Debtor's business, the financial condition
of the Debtor, and the equity investment that the New Equity Holder
will make under the Plan to provide additional working capital.
After the Effective Date, the Reorganized Luke's Locker Debtor’s
ability to make future payments contemplated under the Plan depends
upon its financial performance.
A copy of the Disclosure Statement is available for free at:
http://bankrupt.com/misc/txeb17-40126-295.pdf
About Luke's Locker Incorporated
Luke's Locker Incorporated, owner of Luke's Locker fitness and
running stores in Texas, and its affiliates sought Chapter 11
protection (Bankr. E.D. Tex. Lead Case No. 17-40126) on Jan. 24,
2017. The petitions were signed by Matthew Lucas, president and
CEO. The cases are assigned to Judge Brenda T. Rhoades.
Melissa S. Hayward, Esq., at Franklin Hayward LLP, in Dallas,
serves as the Debtors' counsel. Joseph Sullivan serves as chief
restructuring officer. The Debtor tapped Rosen Systems, Inc., to
sell surplus assets by auction.
Luke's Locker estimated $1 million to $10 million in assets and
liabilities.
No trustee or examiner has been appointed in the Debtors' cases.
MARTIN MIDSTREAM: Moody's Lowers CFR to B2; Outlook Stable
----------------------------------------------------------
Moody's Investors Service downgraded Martin Midstream Partners
L.P.'s Corporate Family Rating (CFR) to B2 from B1, its Probability
of Default Rating (PDR) to B2-PD from B1-PD, and its senior
unsecured notes rating to Caa1 from B3. Concurrently, Moody's
affirmed Martin Midstream's Speculative Grade Liquidity (SGL)
rating of SGL-3. The rating outlook remains stable.
The downgrade reflects Moody's expectation for a continued increase
in leverage over the next 12 months. Distribution coverage will
also be pressured including as a result of incremental maintenance
capital expenditure needs during 2018. As of December 31, 2017,
debt/EBITDA measured 5.3x (including Moody's standard adjustments)
and Moody's expects leverage will climb over 5.5x by the second or
third quarter of 2018 which also tend to be the weakest due to
seasonality attributable in particular due to the partnership's NGL
business. Higher leverage in 2018 is driven by borrowing needs for
additional non-discretionary maintenance capital expenditure needs
in 2018 and the partnership's share of spending for an expansion
project at its joint venture, West Texas LPG Pipeline L.P., for
which it expects to spend $40 million during the year. The
partnership has taken steps to address its liquidity needs by
amending its revolving credit facility agreement to provide for
temporary covenant relief and the ability to access a portion of
the facility for financing purchases of NGLs during its seasonal
build without impacting financial covenants. However, financial
covenants still limit access to less than the full commitment
amount and Moody's believes there is the prospect of the
partnership having to readdress its leverage covenants as maximum
levels step down over the next 18 months.
Downgrades:
Issuer: Martin Midstream Partners L.P.
-- Probability of Default Rating, Downgraded to B2-PD from B1-PD
-- Corporate Family Rating, Downgraded to B2 from B1
-- Senior Unsecured Regular Bond/Debenture, Downgraded to Caa1
(LGD5) from B3 (LGD5)
Outlook Actions:
Issuer: Martin Midstream Partners L.P.
-- Outlook, Remains Stable
Affirmations:
Issuer: Martin Midstream Partners L.P.
-- Speculative Grade Liquidity Rating, Affirmed SGL-3
RATINGS RATIONALE
Martin Midstream's B2 CFR reflects the partnership's small scale
and geographic concentration in the US Gulf Coast but also a base
of fee-based cash flows, diversification of business lines in an
integrated system, and Moody's expectation for continued support
from Martin Resource Management Corporation. With net property,
plant and equipment measuring $832 million as of December 31, 2017,
the partnership is relatively small in the midstream sector.
Relative to much larger midstream businesses with greater financial
resources, Martin Midstream is more susceptible to cyclical
downturns and financial market disruptions, has more limited
liquidity, and less access to capital markets-a particularly
important source of funding given that excess cash flows are
distributed to owners. The credit profile is supported by the
roughly 60% proportion of EBITDA represented by contracts that are
fee-based though this figure has decreased as the partnership's
butane business has grown. Earnings power in the partnership's
natural gas service segment has been adversely impacted by lower
rates on contracts that come up for renewal due to the lower price
of the commodity relative to when prior contracts were executed.
Concentration in the US Gulf Coast results in exposure to regional
circumstances and subjects operations to the adverse impact of
weather conditions such as hurricanes which weighed on results in
2017. However, its location also positions the partnership well to
serve the oil refining industry which are large customers. The
partnership also benefits from its ability to store and transport
hard-to-handle products across its integrated portfolio of
services.
The SGL-3 liquidity rating reflects Moody's expectation that Martin
Midstream will maintain adequate liquidity over the next twelve
months. However, increased capital needs could pressure liquidity.
The partnership does not maintain a meaningful amount of cash on
its balance sheet given that its partnership agreement calls for
distribution of available cash. As of December 31, 2017, the
partnership had $445 million drawn under its $664 million revolver
due March 2020 though financial covenants limit access to less than
the full facility amount.
The stable rating outlook reflects Moody's expectation for
debt/EBITDA to measure in the high 5x area over the next 12 to 18
months including due to increased borrowing needs and expectation
that any additional covenant pressures would be addressed.
Factors that could lead to a downgrade include deterioration in
liquidity, debt/EBITDA approaching 6.25x including due to
debt-funded acquisitions, or sustained weakness in distribution
coverage.
Factors that could lead to an upgrade include improved liquidity,
debt/EBITDA sustained below 5.5x, and increased scale.
The principal methodology used in these ratings was Midstream
Energy published in May 2017.
Martin Midstream, headquartered in Kilgore, Texas, is a
publicly-traded master limited partnership with primary operations
in the United States Gulf Coast region. Martin Resource Management
Corporation has a 51% voting interest in Martin Midstream's general
partner with the other 49% voting interest held by Alinda Capital
Partners. Revenue for the twelve months ended December 31, 2017 was
$946 million.
MCGEE TRUCKING: People's Bank Claims Added in Latest Plan
---------------------------------------------------------
McGee Trucking, LLC, filed with the U.S. Bankruptcy Court for the
Southern District of West Virginia a second amended disclosure
statement describing its amended plan of reorganization dated Feb.
20, 2018.
The latest plan now has 6 classes of claimants with the addition of
the partially secured claimants in Class 3 and the special class
claimants in Class 5. People's Bank holds partially secured claims
and a special class claim. The special class claim is secured by
the Debtor's shareholders and not the Debtor itself.
A full-text copy of the Second Amended Disclosure Statement is
available at:
http://bankrupt.com/misc/wvsb3-17-30185-95.pdf
About McGee Trucking
McGee Trucking LLC is a long-haul trucking business, picking up
loads and transporting them to their destination for delivery. It
operates two semi-trucks with trailers driven by its insider,
Robert McGee and the other, by the Debtor’s only employee. The
Company suffered financial distress when Mr. McGee was injured and
was not able to drive a truck for several months. It also suffered
from high employee turnover in 2016.
McGee Trucking sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D. W.Va. Case No. 17-30185) on April 24, 2017. At
the time of the filing, the Debtor estimated assets of less than
$100,000 and liabilities of less than $500,000. Megan A. Patrick,
Esq., at Klein & Sheridan, LC, serves as the Debtor's bankruptcy
counsel. No official committee of unsecured creditors has been
appointed in the Chapter 11 case.
MERRIMACK PHARMACEUTICALS: Teachers Advisors Stake Now at 0.19%
---------------------------------------------------------------
In a Schedule 13G/A filed with the Securities and Exchange
Commission, Teachers Advisors, LLC disclosed that as of Dec. 31,
2017, it beneficially owns 25,115 shares of common stock of
Merrimack Pharmaceuticals Inc., constituting 0.19% of the shares
outstanding.
Teachers Advisors, LLC is the investment adviser to three
registered investment companies, TIAA-CREF Funds, TIAA-CREF Life
Funds, and TIAA Separate Account VA-1, as well as one or more
separately managed accounts of Advisors, and may be deemed to be a
beneficial owner of 25,115 shares of Issuer's common stock owned
separately by Funds, Life Funds, VA-1, and/or the Separate
Accounts. Investment Management and Advisors are reporting their
combined holdings for the purpose of administrative convenience.
These shares were acquired in the ordinary course of business, and
not with the purpose or effect of changing or influencing control
of the Issuer.
A full-text copy of the regulatory filing is available at:
https://is.gd/zs79Iu
About Merrimack
Cambridge, Mass.-based Merrimack Pharmaceuticals, Inc. --
http://www.merrimack.com/-- is a biopharmaceutical company
discovering, developing and commercializing innovative medicines
consisting of novel therapeutics paired with diagnostics for the
treatment of cancer. The Company was founded by a team of
scientists from The Massachusetts Institute of Technology and
Harvard University who sought to develop a systems biology-based
approach to biomedical research. The Company's initial focus is in
the field of oncology. The Company has five programs in clinical
development. In it most advanced program, the Company is
conducting a pivotal Phase 3 clinical trial.
The report from PricewaterhouseCoopers LLP, the Company's
independent registered public accounting firm for the year ended
Dec. 31, 2016, includes an explanatory paragraph stating that the
Company has negative working capital and cash outflows from
operating activities that raise substantial doubt about its ability
to continue as a going concern.
As of Sept. 30, 2017, Merrimack had $197.8 million in total assets,
$86.21 million in total liabilities, and $111.6 million in total
stockholders' equity. Merrimack reported a net loss of $153.5
million in 2016, a net loss of $147.8 million in 2015 and a net
loss of $83.55 million in 2014.
MIDOR PROPERTIES: March 27 Approval Hearing on Plan Outline
-----------------------------------------------------------
Judge Henry W. Van Eck of the U.S. Bankruptcy Court for the Middle
District of Pennsylvania will convene a hearing on March 27, 2018
at 9:30 AM to consider approval of Midor Properties, LLC's
disclosure statement, dated Feb. 12, 2018, referring to its chapter
11 plan.
March 20, 2018 is fixed as the last day for filing and serving
written objections to the disclosure statement.
About Midor Properties
Midor Properties, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Pa. Case No. 17-02793) on July 6,
2017. At the time of the filing, the Debtor estimated assets and
liabilities of less than $100,000. Judge Henry W. Van Eck presides
over the case. Craig A. Diehl, Esq., at the Law Offices of Craig
A. Diehl, serves as the Debtor's bankruptcy counsel.
MIDWEST BIOMEDICAL: Hires David P. Lloyd as Counsel
---------------------------------------------------
Midwest Biomedical Resources, Inc., seeks authority from the U.S.
Bankruptcy Court for the Northern District of Illinois to employ
David P. Lloyd, Ltd., as counsel to the Debtor.
Midwest Biomedical requires David P. Lloyd to:
a. represent the Debtor in matters concerning negotiation with
creditors;
b. assist in the preparation of a plan and disclosure
statement;
c. examine and resolve claims filed against the estate;
d. prepare and prosecute of adversary matters; and
e. represent the Debtor in matters before the Court.
David P. Lloyd will be paid at these hourly rates:
Attorneys $400
Paralegals $200
David P. Lloyd will be paid a retainer in the amount of $10,000,
excluding the $1,717 filing fee.
David P. Lloyd will also be reimbursed for reasonable out-of-pocket
expenses incurred.
David P. Lloyd, partner of David P. Lloyd, Ltd., assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estates.
David P. Lloyd can be reached at:
David P. Lloyd, Esq.
DAVID P. LLOYD, LTD.
615B S. LaGrange Rd.
LaGrange, IL 60525
Tel: (708) 937-1264
Fax: (708) 937-1265
About Midwest Biomedical Resources
Midwest Biomedical Resources, Inc., filed a Chapter 11 bankruptcy
petition (Bankr. N.D. Ill. Case No. 17-35380) on Nov. 29, 2017,
estimating under $1 million in both assets and liabilities. The
Debtor is represented by David P. Lloyd, Esq., at David P. Lloyd,
Ltd.
MILES 33 (FINANCE): Ares Values $17.4 Million Loan at 77% of Face
-----------------------------------------------------------------
Ares Capital Corporation has marked its $17.4 million loan extended
to privately held Miles 33 (Finance) Limited to market at $13.4
million or about 77% of the outstanding amount, as of Dec. 31,
2017, according to a disclosure contained in a Form 10-K filing
with the Securities and Exchange Commission for the fiscal year
ended Dec. 31, 2017.
Ares in January 2017 extended to Miles 33 about $21.9 million in
loans:
-- First lien senior secured loan, $400,000 par value due
September 2018. This loan carries interest at 7.00% (EURIBOR +
3.50% Cash, 3.00% PIK/Q), and has a fair value of $400,000 as of
Dec. 31, 2017;
-- First lien senior secured loan, $4.1 million par value due
September 2018. This loan carries interest at 7.00% (EURIBOR +
3.50% Cash, 3.00% PIK/Q), and has a fair value of $4.1 million as
of Dec. 31, 2017; and
-- Senior subordinated loan, $17.4 par value due September
2021. This loan carries interest at 5.00% (EURIBOR + 4.50%/Q), and
has a fair value of $13.4 million as of Dec. 31, 2017.
Miles 33 (Finance) Limited is a software provider to the regional
media industry and magazines.
MIZAN ENTERPRISES: March 13 Plan Confirmation Hearing Set
---------------------------------------------------------
Judge J. Craig Whitley of the U.S. Bankruptcy Court for the Western
District of North Carolina issued an order approving Mizan
Enterprises Inc.'s disclosure statement filed on Nov. 20, 2017,
referring to a chapter 11 plan of reorganization.
March 9, 2018, is fixed as the last day for filing written
acceptances or rejections of the plan, and the last day for filing
and serving written objections to confirmation of the plan.
March 13, 2018, at 9:30 a.m., is fixed for the hearing on
confirmation of the plan at Charles R. Jonas Federal Building, 401
West Trade Street, Courtroom 1-4, Charlotte, NC 28202.
About Mizan Enterprises
Mizan Enterprises Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D.N.C. Case No. 17-30601) on April 14,
2017. In the petition signed by Omar Kweider, president, the
Debtor estimated assets of less than $500,000 and liabilities of
less than $100,000. Judge J. Craig Whitley presides over the case.
Sodoma Law, P.C., is the Debtor's counsel.
MOEINI CORPORATION: Enjoined from Using, Infringing IHOP Marks
--------------------------------------------------------------
In the civil action captioned IHOP RESTAURANTS LLC, a Delaware
limited-liability company; and IHOP FRANCHISOR LLC, a Delaware
limited-liability company, Plaintiffs, v. MOEINI CORPORATION,
Defendant, Civil Action No. 17-00570-KD-M (S.D. Ala.), Chief
District Judge Kristi K. DuBose grants Plaintiffs' motion for
preliminary injunction.
IHOP filed the civil action on Dec. 29, 2017. IHOP alleges breach
of the Franchise Agreements because Moeini Corporation failed to
comply with IHOP's policies and procedures and operations bulletins
and failed to perform contractual obligations after notice of
termination of the Franchise Agreements. IHOP alleges trademark
infringement pursuant to 15 U.S.C. section 1114 of the Lanham Act
for continuing use of IHOP's marks for the three restaurants,
without IHOP's permission, after the Franchise Agreements had been
terminated. IHOP also filed a motion for preliminary injunction.
A district court may grant injunctive relief only if the moving
party shows that: (1) it has a substantial likelihood of success on
the merits; (2) irreparable injury will be suffered unless the
injunction issues; (3) the threatened injury to the movant
outweighs whatever damage the proposed injunction may cause the
opposing party; and (4) if issued, the injunction would not be
adverse to the public interest.
IHOP has presented sufficient evidence that they are likely to
succeed in proving that Moeini Corporation is using the Marks at
the three IHOP restaurants, i.e., in commerce, after the Franchise
Agreements were terminated. As to whether the unauthorized use is
likely to deceive, cause confusion, or result in mistake, IHOP
presented evidence of post-termination customer complaints and
reviews on social media which indicate that that the public
continues to believe that these three restaurants are affiliated
with the IHOP franchise.
Based upon the evidence, IHOP has shown substantial likelihood of
success on the merits of it Lanham Act claim. Therefore, the Court
finds that IHOP has met its "burden of persuasion" as to this
prerequisite.
IHOP also presented evidence and testimony regarding significant
customer complaints including complaints related to sanitation,
food preparation, cleanliness of the restrooms, insects, and food
safety, and negative reviews on social media or internet-based
restaurant review websites. The complaints demonstrate that these
three IHOP franchised restaurants are harming the reputation and
goodwill that IHOP has developed.
Based upon the evidence, IHOP has shown that it will suffer
irreparable injury unless the injunction issues. Therefore, the
Court finds that IHOP has met its "burden of persuasion" as to this
prerequisite.
IHOP has also shown that the injury it will sustain if Moeini
Corporation continues to use IHOP Marks with respect to these three
restaurants outweighs the damage to Moeini Corporation. Finally,
IHOP has shown that entering an injunction would not be adverse to
the public interests.
Each of the four prerequisites have been met. Therefore, IHOP's
motion for preliminary injunction is granted. Accordingly, as to
the three IHOP restaurants at issue in this action, Defendant
Moeini Corporation is enjoined, as follows:
a. Defendant Moeini Corporation is enjoined from:
(1) using the IHOP Marks or any trademark, service mark, logo,
or trade name that is confusingly similar to the IHOP Marks;
(2) otherwise infringing the IHOP Marks or using any similar
designation, alone or in combination with any other component;
(3) passing off any of its goods or services as those of IHOP or
IHOP's authorized franchisees;
(4) causing likelihood of confusion or misunderstanding as to
the source or sponsorship of its business, goods, or services;
(5) causing likelihood of confusion or misunderstanding as to
its affiliation, connection, or association with IHOP and IHOP's
franchisees or any of IHOP's goods or services; and
b. Defendant Moeini Corporation must file with the Court and serve
upon IHOP's counsel within 21 days of entry of this preliminary
injunction and order, a written report, under oath, setting forth
in detail the manner in which it has complied with such injunction
or order.
A full-text copy of Judge DuBose's Order dated Feb. 7, 2018 is
available at https://is.gd/SBJXTm from Leagle.com.
IHOP Restaurants LLC, a Delaware limited-liability company & IHOP
Franchisor LLC, a Delaware limited-liability company, Plaintiffs,
represented by Brian P. Baggott -- brian.baggott@dentons.com --
Dentons US LLP, pro hac vice, Juan Carlos Ortega , Sirote &
Permutt, P.C., Roderic G. Steakley , Sirote & Permutt, P.C., Joel
D. Siegel -- joel.siegel@dentons.com -- Dentons US LLP & Samantha
J. Wenger -- samantha.wenger@dentons.com -- Dentons US LLP, pro hac
vice.
Moeini Corporation, Defendant, represented by Irvin Grodsky.
About Moeini Corporation
Moeini Corporation is a franchisee of IHOP restaurants with
locations in the Alabama and Florida market. The Debtor sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.
Ala. Case No. 17-04073) on October 26, 2017. Mehdi Moeini, its
president, signed the petition. At the time of the filing, the
Debtor disclosed that it had estimated assets and liabilities of $1
million to $10 million.
MONEYONMOBILE INC: Incurs $4.48 Million Net Loss in Third Quarter
-----------------------------------------------------------------
MoneyOnMobile, Inc. filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q reporting a net loss
of $4.48 million on $2.84 million of net revenues for the three
months ended Dec. 31, 2017, compared to a net loss of $2.94 million
on $969,442 of net revenues for the three months ended Dec. 31,
2016.
For the nine months ended Dec. 31, 2017, the Company reported a net
loss of $11.03 million on $6.04 million of net revenues compared to
a net loss of $7.98 million on $3.45 million of net revenues for
the same period a year ago.
The Company's balance sheet at Dec. 31, 2017, showed $27.67 million
in total assets, $30.02 million in total liabilities, $1.22 million
in preferred stock Series D, $5.70 million in preferred stock
Series F, and a total stockholders' deficit of $9.27 million.
MoneyOnMobile's source of liquidity is principally cash generated
from financing activities such as various capital raising
activities, including sales of its common stock in private
placements and subordinated debt borrowings not restricted to
specific investing activities. To date the Company has
successfully navigated the complexities of capital raising
activities in order to fund operations.
As of Dec. 31, 2017, the Company's liquidity was $4,673,805,
comprised of cash and cash equivalents. Its primary ongoing
liquidity requirements are to finance working capital, debt service
and subsidiary common stock purchase commitments. The Company
faces large debt repayments in the near-term and is contemplating
numerous strategies to meet is debt obligations as they come due.
Net cash used in operating activities was $(3.3) million in 2017
compared to net cash used of $(8.0) million in 2016. Net loss from
operations in 2017 was $(11.0) million compared to $(8.0) million
in 2016. A large component of the change, representing $6.7
million improvement in net cash used in operating activities was
due to increase in cash provided from operating assets and
liabilities, primarily accounts payable and accrued liabilities.
Also, comparing 2017 to 2016, the Company incurred higher non-cash
expenses due to increased subordinated debt discount amortization
of $1.0 million, increased stock based compensation to employees of
$0.6 million, $0.5 million loss on change in fair value of
derivative liability. These higher non-cash expenses were offset
by a ($1.2) million gain on the extinguishment of an embedded
derivative liability.
Net cash provided by financing activities was $5.7 million in 2017
and $7.5 million in 2016. In 2017, the Company continued to fund
operations through borrowings, by raising $5.5 million. The
Company also received proceeds of $0.9 million through the issuance
of common stock and warrants. Also, the Company raised $3.4
million through the issuance of Series F preferred stock. These
proceeds were offset by $(3.1) million of notes payable and bank
loan payments and $(0.9) million to acquire additional shares of
its subsidiaries from a non-controlling interest. In 2016, the
Company made debt payments totaling $(0.1) million and paid ($0.3)
million for shares of its consolidated subsidiary shares held by
non-controlling interest. Also, in 2016, the Company received $4.1
million for issuance of Series E preferred stock.
The Company's independent auditors included an explanatory
paragraph in their report in the SEC Form 10-K for the fiscal year
ended March 31, 2017 financial statements regarding concerns about
its ability to continue as a going concern. Liggett & Webb, P.A.,
in New York, New York noted that the Company has experienced
recurring operating losses and negative cash flows from operating
activities.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/JOCH2o
About MoneyOnMobile
MoneyOnMobile, Inc., headquartered in Dallas, Texas --
http://www.money-on-mobile.com/-- is a global mobile payments
technology and processing company offering mobile payment services
through its Indian subsidiary. MoneyOnMobile enables Indian
consumers to use mobile phones to pay for goods and services or
transfer funds from one cell phone to another. It can be used as
simple SMS text functionality or through the MoneyOnMobile
application or internet site. MoneyOnMobile has more than 350,000
retail locations throughout India.
MoneyOnMobile reported a net loss of $13.09 million for the year
ended March 31, 2017, following a net loss of $19.72 million for
the year ended March 31, 2016.
MOUNTAIN CRANE: Taps Brian C. Webber as Special Litigation Counsel
------------------------------------------------------------------
Mountain Crane Service LLC seeks approval from the U.S. Bankruptcy
Court for the District of Utah to hire The Law Offices of Brian C.
Webber, PLLC as its special litigation counsel.
The firm help the Debtor pursue delinquent accounts receivable by
direct negotiation with customers and by filing lawsuits to recover
the delinquent amounts.
The Debtor will pay a one-third contingency fee on any amount
recovered by BCW from the delinquent accounts receivable, and the
costs incurred by the firm in collecting the accounts receivable.
Brian Webber, Esq., owner of BCW, disclosed in a court filing that
his firm has no connection with or interest in the Debtor or any of
its creditors.
BCW can be reached through:
Brian Webber, Esq.
The Law Offices of Brian C. Webber, PLLC
Draper, UT 84020
Phone: 801-694-0538
About Mountain Crane Service
Mountain Crane Service, LLC -- https://www.mountaincrane.com/ --
specializes in refinery turnarounds and has a fleet comprised of
over 100 cranes, and hundreds of other pieces of equipment
dedicated to refineries in Utah, Montana, and Wyoming. It is
located in Salt Lake City, Utah, with satellite offices and wind
maintenance service locations in Montana, Nevada, Washington,
Idaho, Wyoming, Iowa, Texas and Michigan.
Mountain Crane Service sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Utah Case No. 18-20225) on Jan. 12,
2018. In the petition signed by Paul Belcher, managing member, the
Debtor estimated assets and liabilities of $50 million to $100
million. Judge Joel T. Marker presides over the case.
The Debtor hired Cohne Kinghorn, P.C., as its bankruptcy counsel;
and Rocky Mountain Advisory, LLC, as its accountant and financial
advisor.
The U.S. Trustee for Region 19 appointed an official committee of
unsecured creditors on Jan. 25, 2017. The committee hired Archer &
Greiner, P.C., as its legal counsel.
NAKED BRAND: Enters Into Amended Agreement, Reorganization Plan
---------------------------------------------------------------
Naked Brand Group Inc., an innovative fashion and lifestyle brand,
Bendon Limited, a global leader in intimate apparel and swimwear
and Naked's merger partner, and Bendon Group Holdings Limited
("Holdco"), on Feb. 21 disclosed that they have entered into a
second amendment (the "Second Amendment") to the Agreement and Plan
of Reorganization (as previously amended, the "Merger Agreement"
and as amended by the second amendment, the "Amended Merger
Agreement"). Among other things, the Second Amendment provides as
follows:
The Naked stockholders will, upon the closing to the merger,
receive approximately 9.0% of the outstanding ordinary shares of
Holdco on a fully diluted basis, subject to certain adjustments set
forth in the Amended Merger Agreement.
Bendon will pay an amount equal to Naked's net operating loss each
month until the closing of the Merger. Naked and Bendon will work
together in good faith to optimize all costs while continuing to
focus on the strategic growth of Naked's business.
To satisfy the compliance requirements of the Nasdaq Capital
Market, the capital structure of Holdco will be adjusted which will
change the exchange ratio in the Amended Merger Agreement.
The outside date for completing the Merger has been extended to
April 27, 2018, subject to an extension which date shall not to be
later than May 7, 2018, after which either party may terminate the
Amended Merger Agreement.
The ability of Naked to solicit alternative transactions has been
modified so that Naked may solicit such transactions if the Merger
is not completed by the outside date or if Bendon fails to pay to
Naked a monthly amount equal to the net operating losses of Naked.
Carole Hochman, Naked's Chief Executive Officer and Chief Creative
Officer, stated, "I am proud of the hard work and continuous effort
that our team has put in to this amended merger agreement with
Bendon. We continue to work towards finalizing the registration
statement, which remains subject to the SEC's review, comment and
approval process. We believe that these amendments to the Merger
Agreement provide additional benefits for both our stockholders and
the go-forward business."
Justin Davis-Rice, Executive Chairman of Bendon, commented, "We are
pleased to have finalized this amendment and remain committed to
completing the merger with Naked in due course. By combining these
two companies, we expect to create a strong portfolio of innerwear,
sleepwear, and swimwear brands, which we anticipate will in turn
drive growth and strengthen our overall global industry position."
The Amended Merger Agreement, which has been approved by the board
of directors of both Naked and Bendon, is subject to approval by
Naked's stockholders and other customary closing conditions and
regulatory approvals, including the filing and effectiveness of a
registration statement with the Securities and Exchange Commission
(the "SEC") and the listing of Holdco's ordinary shares on Nasdaq
or the New York Stock Exchange.
About Naked Brand Group
Madison, New York-based Naked Brand Group Inc. (NASDAQ:NAKD) --
http://www.nakedbrands.com-- is an apparel and lifestyle brand
company that is currently focused on innerwear products for women
and men. Under the Company's flagship brand name and registered
trademark "Naked", Naked Brand designs, manufactures and sells
men's and women's underwear, intimate apparel, loungewear and
sleepwear through retail partners and direct to consumer through
its online retail store http://www.wearnaked.com/The Company has a
growing retail footprint for its innerwear products in premium
department and specialty stores and internet retailers in North
America, including accounts such as Nordstrom, Dillard's,
Bloomingdale's, Amazon.com, Soma.com, SaksFifthAvenue.com,
barenecessities.com and others.
Naked Brand reported a net loss of US$10.79 million for the year
ended Jan. 31, 2017, compared with a net loss of US$19.06 million
for the year ended Jan. 31, 2016. As of Oct. 31, 2017, Naked Brand
had $4.87 million in total assets, $936,892 in total liabilities
and $3.94 million in total stockholders' equity.
BDO USA, LLP, in New York, issued a "going concern" qualification
on the consolidated financial statements for the year ended Jan.
31, 2017, stating that the Company incurred a net loss for the year
ended Jan. 31, 2017, and the Company expects to incur further
losses in the development of its business. This condition raises
substantial doubt about the Company's ability to continue as a
going concern.
NEW ENGLAND CONFECTIONERY: Ares Pegs $34M Loans at 31% of Face
--------------------------------------------------------------
Ares Capital Corporation has marked its $33.9 million in loans
extended to privately held NECCO Holdings, Inc. and New England
Confectionery Company, Inc., to market at $10.6 million or about
31% of the outstanding amount, as of Dec. 31, 2017, according to a
disclosure contained in a Form 10-K filing with the Securities and
Exchange Commission for the fiscal year ended Dec. 31, 2017.
Ares extended to NECCO Holdings and New England Confectionery:
-- First lien senior secured revolving loan, $21.7 million par
value, in January 2017. The loan was slated to mature January
2018. As of Dec. 31, 2017, this loan had a fair value of $9.2
million;
-- First lien senior secured loan, $600,000 par value, in
November 2017. The loan has an August 2018 maturity. As of Dec.
31, 2017, this loan had a fair value of $0;
-- First lien senior secured loan, $10.9 million par value, in
January 2017. The loan was slated to mature January 2018. As of
Dec. 31, 2017, this loan had a fair value of $1.3 million; and
-- First lien senior secured loan, $700,000 million par value,
in November 2017. The loan was slated to mature January 2018. As
of Dec. 31, 2017, this loan had a fair value of $100,000.
According to Ares, as of Dec. 31, 2017, all four loans were on
non-accrual status.
NECCO Holdings, Inc. and New England Confectionery Company, Inc. --
http://www.necco.com/-- are a producer and supplier of candy
products.
NEW TRIDENT: Ares Values $108 Million Loan at 55% of Face
---------------------------------------------------------
Ares Capital Corporation has marked its $108.8 million in loans
extended to privately held New Trident Holdcorp, Inc. and Trident
Holding Company, LLC to market at $60.2 million or about 55% of the
outstanding amount, as of Dec. 31, 2017, according to a disclosure
contained in a Form 10-K filing with the Securities and Exchange
Commission for the fiscal year ended Dec. 31, 2017.
Ares in August 2013 extended to Trident a First lien senior secured
loan, with $19.9 million par value. The loan is scheduled to
mature July 2019, and carries interest at 7.44% (Libor + 5.75%/Q).
Ares in August 2013 also extended to Trident a Second lien senior
secured loan, with $80.0 million par value. This loan has a July
2020 maturity.
In November 2017, Ares provided the Company a Senior subordinated
loan, with $8.9 million par value. This loan has a July 2020
maturity.
According to Ares, the First Lien Loan has a fair value of $16
million, while the Second Lien Loan has a $44.2 million fair value
as of Dec. 31, 2017. Ares said the Senior Subordinated Loan has a
fair value of $0 as of Dec. 31, 2017.
Ares said both the Second Lien and Senior Subordinated Loans had
non-accrual status as of Dec. 31, 2017.
The First Lien Loan includes interest rate floor feature.
As reported by the Troubled Company Reporter, Moody's Investors
Service in November 2017 downgraded New Trident Holdcorp, Inc.'s
("New Trident") Corporate Family Rating (CFR) to Caa3 from Caa1 and
its Probability of Default Rating (PDR) to Caa3-PD from Caa1-PD.
The downgrade primarily reflects the company's severe liquidity
situation, the very high refinancing risk, and increased leverage
beyond Moody's previous expectations. The company has funded cash
outflows with borrowings under its $70 million revolving credit
facility.
As of September 30, 2017, New Trident had fully drawn its revolving
facility and will need to tap new sources of liquidity in order to
maintain operations. The cash outflows are a result of weak
earnings as well as a build up in accounts receivables following
difficulty converting to a different billing system. New Trident's
leverage has increased beyond Moody's previous expectations and its
adjusted debt/EBITDA leverage is currently in excess of nine times.
The company's total net leverage ratio now exceeds 7.5x -- the
maximum level permitted within the leverage covenant in its bank
credit facilities. This will become a breach under the facilities
following the cure period which ends on November 29th. Given New
Trident's operating difficulties and near term debt maturities,
Moody's expects the company to restructure its borrowings in the
next 3-6 months. This may well involve a transaction which Moody's
deems a distressed exchange, and hence a default.
The negative outlook reflects the risk that the company will not be
able to drive earnings and cash flow improvements over the next few
quarters. Moody's expects that negative trends in utilization rates
will persist as key customers, such as skilled nursing facilities,
are seeing declining occupancy rates. This will put further
pressure on the company's leverage in the next 6-12 months.
Offsetting these weaknesses, in the ratings Moody's considers the
company's leading position as the largest mobile diagnostic imaging
company and breadth of product offerings. The ratings also reflect
Moody's expectations that actions implemented by management to
improve collections will improve cash flow.
Ratings could be further downgraded if the probability of a default
rises.
Ratings could be upgraded if the company improves earnings in the
face of structural pressures afflicting its key customers and
meaningfully improve liquidity.
New Trident Holdcorp. Inc., is a 100% owned financing subsidiary of
Trident Holding Company, LLC. Trident Holding Company LLC, through
its principal operating subsidiary TridentUSA Health Services,
provides outsourced ancillary healthcare and clinical services.
These include mobile x-ray, ultrasound, teleradiology, mobile
clinical and laboratory services to skilled nursing facilities,
assisted living, home healthcare, hospice and correctional markets.
Trident Holding Company LLC is owned by private equity sponsors
Formation Capital, Audax Group, and Revelstoke Capital Partners.
NIAGARA FIBER: Ares Capital Writes Off $7.4 Million Loans
---------------------------------------------------------
Ares Capital Corporation has marked its $7.4 million in loans
extended to privately held Niagara Fiber Intermediate Corp. to
market at $0 of the outstanding amount, as of Dec. 31, 2017,
according to a disclosure contained in a Form 10-K filing with the
Securities and Exchange Commission for the fiscal year ended Dec.
31, 2017.
Ares in May 2014 extended to Niagara Fiber:
-- First lien senior secured revolving loan, with $900,000;
-- First lien senior secured loan, with $5.9 million par
value;
-- First lien senior secured loan, with $600,000 par value.
All three loans are scheduled to mature May 2018.
According to Ares, all three loans had non-accrual status as of
Dec. 31, 2017.
Niagara Fiber Intermediate Corp. provides insoluble fiber filler
products.
NINER INC: Hires Santos Postal as Accountant
--------------------------------------------
Niner, Inc., seeks authority from the U.S. Bankruptcy Court for the
District of Colorado to employ Santos Postal & Company P.C., as
accountant to the Debtor.
Niner, Inc. requires Santos Postal to:
a. assist the Debtor in preparing its tax returns, tax related
documents and schedules;
b. estimate taxable income and provide calculations; and
c. assist the Debtor in general accounting and tax
consultation.
Santos Postal will be paid at the hourly rate of $135 to $350.
Santos Postal will be paid a retainer in the amount of $3,000.
Santos Postal will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Merle Postal, a partner at Santos Postal & Company, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.
Santos Postal can be reached at:
Merle Postal
SANTOS POSTAL & COMPANY P.C.
11 North Washington Street, Suite 600
Rockville, MD 20850
Tel: (240) 499-2040
About Niner, Inc.
Based in Fort Collins, Colorado, Niner --
http://www.ninerbikes.com/-- is an American bicycle manufacturer.
The company was founded in 2005. The company offers several models
of cyclocross and adventure-touring bikes.
Niner, Inc. sought Chapter 11 protection (Bankr. D. Colo. Case No.
17-20796) on Nov. 27, 2017. In the petition signed by Chris Sugai,
its president and CEO, the Debtor disclosed total assets at $9.84
million and total liabilities at $7.98 million. The case is
assigned to Judge Thomas B. McNamara. The Debtor tapped Matthew T.
Faga, Esq., and James T. Markus, Esq., at Markus Williams Young &
Zimmermann, LLC as counsel.
NODALITY INC: Ares Capital Writes Off $11.8 Million Loans
---------------------------------------------------------
Ares Capital Corporation has marked its $11.8 million in loans
extended to privately held biotech company Nodality, Inc. Limited
to market at $0 of the outstanding amount, as of Dec. 31, 2017,
according to a disclosure contained in a Form 10-K filing with the
Securities and Exchange Commission for the fiscal year ended Dec.
31, 2017.
Ares extended to Nodality a First lien senior secured loan, with
$2.3 million par value.
Ares also provided the Company a First lien senior secured loan,
with $10.9 million par value.
Both loans had a maturity of August 2016.
As of Dec. 31, 2017, both loans had non-accrual status.
Nodality Inc., a life science company, provides clinically
actionable solutions throughout the drug discovery and development
process, including disease profiling, drug profiling, clinical
development, and life cycle management. It captures functional
biology across pathways, cell types, diseases, and targets; and
identifies solutions across a therapeutic landscape with a focus on
immunology and oncology, including immuno-oncology.
NOVATION COMPANIES: Court Okays NMI First Amended Disclosures
-------------------------------------------------------------
Judge David E. Rice of the U.S. Bankruptcy Court for the District
of Maryland approved the first amended disclosure statement, dated
Feb. 15, 2018, referring to a chapter 11 plan, dated Dec. 22, 2017,
filed by Novastar Morgage, LLC, f/k/a Novastar Mortgage, Inc.
April 4, 2018, at 5:00 p.m., is fixed as the last day of filing
written acceptances or rejections of the Plan, and the last day for
filing and serving written objections to confirmation of the Plan.
April 11, 2018, at 2:00 p.m., is fixed for the hearing on
confirmation of the Plan to take place in Courtroom 9D of the U.S.
Bankruptcy Court, U.S. Courthouse, 101 West Lombard Street,
Baltimore, Maryland 21201.
About Novation Companies
Headquartered in Kansas City, Missouri, Novation Companies, Inc.
(otcqb: NOVC) -- http://www.novationcompanies.com/-- is in the
process of implementing its strategy to acquire operating
businesses or making other investments that generate taxable
earnings.
Prior to 2008, Novation originated, purchased, securitized, sold,
invested in and serviced residential nonconforming mortgage loans
and mortgage securities. At the height of its business, the
Company originated more than $11 billion annually in mortgage
loans. After ceasing lending operations and completed a sale of
its servicing portfolio amidst the housing collapse in 2007, the
Company has been engaged in the business of acquiring various
businesses.
Novation Companies and certain of its subsidiaries filed voluntary
petitions for chapter 11 business reorganization in Baltimore,
Maryland (Bankr. D. Md. Lead Case No. 16-19745) on July 20, 2016.
In its petition, NCI disclosed assets of $33 million and
liabilities of $91 million.
The cases are assigned to Judge David E. Rice.
The Debtors hired the law firms of Shapiro Sher Guinot & Sandler,
P.A., and Olshan Wolosky LLP as bankruptcy counsel. The Debtors
also hired Orrick, Herrington & Sutcliffe LLP as special litigation
counsel; Holland & Knight LLP as Investment Company Act compliance
counsel; and Deloitte Tax LLP as tax service provider.
On Aug. 1, 2016, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The committee has hired
Hunton & Williams LLP, as counsel; Alvarez & Marsal Valuation
Services, LLC, as valuation expert; and Tactical Financial
Consulting, LLC, as expert advisor.
* * *
The effective date of the Novation Plan as to Debtor Novation was
July 27, 2017.
OAK CLIFF DENTAL: Plan Confirmation Hearing Set for March 29
------------------------------------------------------------
Judge Stacey G.C. Jernigan of the U.S. Bankruptcy Court for the
Northern District of Texas issued an order conditionally approving
Oak Cliff Dental Center, PLLC's disclosure statement, dated Feb.
15, 2018, to accompany its chapter 11 plan.
March 23, 2018 is fixed as the last day for filing written
acceptances or rejections of the plan, and as the last day for
filing and serving written objections to confirmation of the plan.
 
March 29, 2018 at 9:30 a.m. is fixed for the hearing on
confirmation of the plan.
About Oak Cliff Dental Center
Oak Cliff Dental Center, PLLC, operates a single office dental
practice at 820 N. Zang Blvd., Suite 110, Dallas Texas. The dental
center has operated continuously since April 1, 2014. Its sole
member and equity holder is Angela L. Jones, DDS. Separately Dr.
Jones filed a personal Chapter 13 bankruptcy under Case No.
17-33489.
Oak Cliff Dental Center, PLLC, filed for chapter 11 bankruptcy
protection (Bankr. N.D. Tex. Case No. 17-33780) on Oct. 4, 2017.
At the time of the filing, the Debtor estimated assets of less than
$500,000 and liabilities of less than $1
million.
Judge Stacey G. Jernigan presides over the case.
Robert M. Nicoud, Jr., Esq., of Olson, Nicoud & Gueck LLP, is the
Debtor's bankruptcy counsel. Metcalf Adair Law Firm, PLLC, is the
Debtor's special counsel.
ONEBADA BBQ INC: Hires Jaenam Coe as Bankruptcy Counsel
-------------------------------------------------------
Onebada BBQ, Inc., seeks authority from the U.S. Bankruptcy Court
for the Central District of California to employ the Law Office of
Jaenam Coe PC, as bankruptcy counsel to the Debtor.
Onebada BBQ, Inc. requires Jaenam Coe to:
(a) advise the Debtor concerning its rights and powers and
duties under Section 1107 of the Bankruptcy Code;
(b) advise the Debtor concerning the administration of the
Debtor's case;
(c) prepare on behalf of the Debtor all necessary and
appropriate applications, motions, pleadings, proposed
orders, notices and other documents to be filed in the
bankruptcy case;
(d) advise the Debtor concerning and preparing responses to,
applications, motions, pleadings, notices and other papers
that may be filed and served in the bankruptcy case;
(e) assist the Debtor in preparing and presenting a chapter 11
plan of reorganization;
(f) represent the Debtor in any proceeding or hearing in the
Bankruptcy Court involving its estate unless the Debtor is
represented in proceeding or hearing by other special
counsel;
(g) counsel and assist the Debtor in claims analysis and
resolution of such matters;
(h) commence and conduct any and all investigation and
litigation necessary or appropriate to assert rights on
behalf of the Debtor or otherwise further the goals of the
Debtor in the bankruptcy case;
(i) represent the Debtor in any litigation commenced by, or
against, the Debtor, provided that such litigation is
within the Firm's expertise and subject to a further
engagement agreement with Debtors on terms acceptable to
the Debtor and the Firm;
(j) prepare and assist the Debtor in the preparation of
reports, applications, pleadings and orders including, but
not limited to, applications to employ professionals,
monthly operating reports, initial filing requirements,
schedules and statement of financial affairs;
(k) assist the Debtor in the negotiation, formulation,
preparation and confirmation of a plan of reorganization
and the preparation and approval of a disclosure statement
with respect to the plan;
(l) examine claims of creditors in order to determine their
validity; and
(m) perform such other legal services for and on behalf of the
Debtor as may be necessary or appropriate to assist the
Debtor in satisfying its duties under Section 1107 of the
Bankruptcy Code.
Jaenam Coe will be paid at these hourly rates:
Attorneys $450
Paralegals $150
Jaenam Coe will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Jaenam Coe, a partner at the Law Office of Jaenam Coe PC, assured
the Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.
Jaenam Coe can be reached at:
Jaenam Coe, Esq.
LAW OFFICE OF JAENAM COE PC
3731 Wilshire Blvd., Suite 910
Los Angeles, CA 90010
Tel: (213) 389-1400
Fax: (213) 387-8778
About Onebada BBQ
Onebada BBQ, Inc., d/b/a Bulgogi House --
http://bulgogihousebbq.com/-- is a Korean barbecue restaurant in
La Palma, California, serving all-you-can-eat Korean BBQ in casual,
stylish surrounds. Bulgogi House was founded in 1992 by Young
Park.
Onebada BBQ, Inc., based in La Palma, CA, filed a Chapter 11
petition (Bankr. C.D. Cal. Case No. 18-10428) on Feb. 9, 2018. In
the petition signed by Young Keun Park, president, the Debtor
estimated $1 million to $10 million in both assets and liabilities.
The Hon. Catherine E. Bauer presides over the case. Jaenam Coe,
Esq., at the Law Office of Jaenam Coe PC, serves as bankruptcy
counsel to the Debtor.
ORAGENICS INC: Gets Audit Opinion With Going Concern Explanation
----------------------------------------------------------------
Oragenics, Inc., on Feb. 20, 2018, announced that, as previously
disclosed in its Annual Report on Form 10-K for the year ended Dec.
31, 2017, which was filed on February 16, 2018 with the Securities
and Exchange Commission, the audited financial statements contained
an unqualified audit opinion from its independent registered public
accounting firm that included a going concern emphasis of matter
paragraph.
About Oragenics, Inc.
Oragenics, Inc. (NYSE American: OGEN) is focused on becoming a
leader in novel antibiotics against infectious disease and on
developing effective treatments for oral mucositis. Oragenics, Inc.
has established two exclusive worldwide channel collaborations with
Intrexon Corporation and its subsidiaries. The collaborations
allow Oragenics to accelerate the development of much needed new
antibiotics that can work against resistant strains of bacteria and
the development of biotherapeutics for oral mucositis and other
diseases and conditions of the oral cavity, throat, and esophagus.
PALMAZ SCIENTIFIC: Admiral Not Permitted to Fund Ehrenberg Demand
-----------------------------------------------------------------
Judge Craig A. Cargotta of the U.S. Bankruptcy Court for the
Western District of Texas issued a corrected memorandum opinion and
order regarding Admiral Insurance Company's motion relating to the
bankruptcy injunction and the Ehrenberg Demand. Upon review of the
case, the Court finds that the Ehrenberg Plaintiffs should be
prohibited from continuing with the Ehrenberg Demand against
Admiral.
The Debtors filed their Joint Disclosure Statement and Joint
Chapter 11 Plan on May 23, 2016, intending to sell substantially
all of Debtors' assets and quickly obtain confirmation of a plan of
reorganization. Upon drawing numerous objections to the disclosure
statement, proposed plan and sale motions, Debtors filed a Modified
Joint Disclosure Statement and First Amended Joint Chapter 11 Plan
on June 9, 2016. Upon resolution of numerous objections on the
record, the Court confirmed Debtors' Joint Plan, as amended by the
modifications. Debtor incorporated those changes into a final plan
and confirmation order, inclusive of all modifications and agreed
to language, which the Court signed on July 15, 2016. As a means
for funding equity claims, the Plan created a Litigation Trust
allocating defined Litigation Trust Assets including Director and
Officer ("D&O") Claims.
On July 22, 2016, a group of investors in Debtor Palmaz Scientific
filed a suit against Dr. Julio Palmaz in Dallas County.
Additionally, prior to the bankruptcy case, a second group of
investors in Debtor Palmaz Scientific (the "Ehrenberg Plaintiffs")
asserted claims against the Debtor, Julio Palmaz, M.D. and Steven
Solomon in state court in Dallas County. As a result of the
bankruptcy filing, the Ehrenberg Plaintiffs' suit was stayed. The
Ehrenberg Plaintiffs filed a Motion for Relief from Stay on April
1, 2016; however, the hearing on that motion was voluntarily
continued until after confirmation of the Plan and ultimately
withdrawn on Sept. 6, 2016.
On Sept. 30, 2016, Dr. Palmaz filed his Motion for Enforcement of
Injunction requesting the Court enjoin the Ehrenberg Plaintiffs and
Turnbull Plaintiffs from their respective suits against Dr. Palmaz
under the injunction provisions of the confirmed Joint Plan in this
case (the "Bankruptcy Injunction").
On March 28, 2017, the Ehrenberg Plaintiffs made a "Stowers" Policy
Limit Demand (the "Ehrenberg Demand") against Admiral seeking the
remaining limits of the Admiral Policy. In response, on April 24,
2017, Admiral filed the Motion requesting the Court to determine
whether the Ehrenberg Demand violates the Bankruptcy Injunction.
The Trustee joined in the Motion arguing: (1) the Ehrenberg Demand
violates the plain language of the Bankruptcy Injunction because
the Ehrenberg Demand is an action against the D&O Insurance
Policies and (2) the Ehrenberg Demand interferes with the Trustee's
right to control D&O Insurance Recoveries under section 6.6(d) of
the Plan, which includes the right to receive all of the benefits
and all of the proceeds from the D&O Insurance Policies
Admiral has asked the Court to determine whether the Ehrenberg
Demand violates the Bankruptcy Injunction. The Court finds that the
Ehrenberg Demand does not; however, the Ehrenberg Demand does
violate the terms of the Plan by interfering with the Trustee's
right to "control . . . all D&O Insurance Recoveries, including
negotiations relating thereto and settlements thereof[.]" As such,
with respect to the D&O Insurance Policies, Admiral is not
permitted to fund the Ehrenberg Demand and the Ehrenberg Plaintiffs
are prohibited from continuing with the Ehrenberg Demand against
Admiral.
The Ehrenberg Plaintiffs argue that the Trustee's right to control
all D&O Insurance Recoveries is limited to the extent that such
negotiations and settlements relate to D&O Claims because the term
"D&O Insurance Recoveries" is limited to insurance covering the D&O
Claims. The Court disagrees. The express language of the Plan
imposes no such limitation. Under the terms of the Plan, the
Trustee has the right to control all D&O Insurance Recoveries.
The Court, therefore, orders that Admiral is not permitted to fund
the Ehrenberg Demand with respect to the D&O Insurance Policies,
and the Ehrenberg Plaintiffs are prohibited from continuing with
the Ehrenberg Demand against Admiral with respect to the D&O
Insurance Policies.
A full-text copy of the Court's Memorandum Opinion and Order dated
Feb. 21, 2018 is available at:
http://bankrupt.com/misc/txwb16-50552-597.pdf
About Palmaz Scientific
Headquartered in San Antonio, Texas, Palmaz Scientific is a
research and development company dedicated to the advancement of
the technology and science of medical implants.
Palmaz Scientific Inc., Advanced Bio Prosthetic Surfaces, Ltd.,
ABPS Management, LLC and ABPS Venture One, Ltd., filed Chapter 11
bankruptcy petitions (Bankr. W.D. Tex. Case Nos. 16-50552,
16-50555, 16-50556 and 16-50554, respectively) on March 4, 2016.
In the petitions signed by Eugene Sprague as director, the Debtors
estimated both assets and liabilities of $10 million to $50
million.
The cases are assigned to Judge Craig A. Gargotta.
The Debtors have engaged Norton Rose Fulbright US LLP as counsel,
Groff & Rothe as accountants, and Upshot Services LLC as noticing
agent.
PANDA TEMPLE POWER: Ares Values $24.8 Million Loan at 74% of Face
-----------------------------------------------------------------
Ares Capital Corporation has marked its $24.8 million loan extended
to privately held Panda Temple Power, LLC to market at $18.4
million or about 74% of the outstanding amount, as of Dec. 31,
2017, according to a disclosure contained in a Form 10-K filing
with the Securities and Exchange Commission for the fiscal year
ended Dec. 31, 2017.
Ares in March 2015 extended to Panda Temple Power LLC a First lien
senior secured loan, with $24.8 million par value. The loan has a
March 2022 maturity.
According to Ares, the loan had non-accrual status as of Dec. 31,
2017.
Ares also provided Panda Temple a First lien senior secured
revolving loan, with $2.3 million par value, in April 2017. This
loan is due April 2018, has a fair value of $2.3 million as of Dec.
31, 2017, and carries interest at 10.35% (Libor + 9.00%/Q). This
loan includes interest rate floor feature.
In April 2013, Ares extended to Panda Temple Power II, LLC, a first
lien senior secured loan, with $19.6 million par value. This loan
is due April 2019, has a fair value of $17.4 million as of Dec. 31,
2017, and carries interest at 7.69% (Libor + 6.00%/Q). This loan
also includes interest rate floor feature.
Panda Temple Power, LLC and Panda Temple Power II, LLC, are gas
turbine power generation facilities operators.
Panda Temple Power, LLC and an affiliate, Panda Temple Power
Intermediate Holdings II, LLC, are debtors in a joint Chapter 11
proceeding.
Ares Capital is a member of an ad hoc committee of Prepetition
Lenders in the bankruptcy case. The committee members include, but
are not limited to, those funds or accounts that hold, or are the
investment advisors or managers for funds or accounts that hold, in
the aggregate, claims against or interests in the Debtors arising
from certain loans under the Credit Agreement and the DIP Credit
Agreement. Other members are Avenue Capital Management II, L.P.;
Brigade Capital Management, LP; Canaras Capital Management; GSO
Capital Partners LP; H.I.G. WhiteHorse Capital, LLC; Lord, Abbett &
Co. LLC; MJX Asset Management LLC; Oaktree Capital Management,
L.P.; Siemens Financial Services, Inc.; SOF-X Credit Holdings, LLC
(Starwood Credit Advisors LLC); and Western Asset Management
Company.
About Panda Temple
Panda Temple Power, LLC, and Panda Temple Power Intermediate
Holdings II, LLC, filed voluntary petitions under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-10839) on
April 17, 2017, before the Hon. Laurie Selber Silverstein.
Panda Temple Power, LLC ("Temple I"), owns the Panda Temple I
Generating Station, a clean, natural gas-fueled, 758-megawatt
combined-cycle electric generating facility located in Temple,
Texas. The Temple I Project utilizes advanced emissions-control
technology, making it one of the cleanest natural gas-fueled power
plants in the United States. Employing "quick start" turbines,
which can achieve 50% power production in 10 minutes and a full
baseload capacity in 30 minutes, the Temple I Project can supply
the power needs of up to 750,000 homes.
The Temple I Project was originally financed with approximately
$377 million of secured debt and $375 million of equity.
Approximately $100 million of the equity investment was provided by
Panda Funds, with the remaining $275 million provided by third
party co-investors. Construction of the Temple I Project began in
July 2012 and commercial operations commenced in July 2014. In
March 2015, the original secured debt was refinanced with
approximately $400 million of secured debt under the Prepetition
Credit Agreement.
Panda Temple Power Intermediate Holdings II, LLC is a holding
company with no assets other than its ownership interests in Temple
I.
In 2016, the Debtors' total revenue from energy sales was
approximately $71.9 million and its EBITDA was $17.8 million.
The Debtors hired Richards, Layton & Finger, P.A., and Latham &
Watkins LLP as legal counsel; Latham & Watkins LLP, Inc., as
co-counsel; Ducera Partners LLC as financial advisor; and Prime
Clerk LLC as claims and noticing agent and administrative advisor.
No official committee of unsecured creditors has been appointed.
PANDA TEMPLE POWER: Exits Chapter 11 Protection
-----------------------------------------------
Panda Temple Power, LLC and an affiliate, Panda Temple Power
Intermediate Holdings II, LLC, emerged from Chapter 11 bankruptcy
protection early this month.
On May 23, 2017, the Debtors filed their Plan of Reorganization and
the Disclosure Statement related thereto. On June 29, 2017, the
Bankruptcy Court entered an order approving the Disclosure
Statement. On January 23, 2018, the Bankruptcy Court entered an
order confirming the Plan. On February 7, the Effective Date of
the Plan occurred, and the Plan was consummated.
Under the Revised Chapter 11 Exit Plan, Prepetition Credit
Agreement Claims (Secured Portion) are grouped in Class 4 and
deemed Allowed in the aggregate principal amount of $325,000,000.
Holders of these Claims will receive, in full satisfaction,
settlement, discharge and release of, and in exchange for, such
Prepetition Credit Agreement Claim (Secured Portion) its respective
Pro Rata share of each of -- solely to the extent the Debtors and
the Required Consenting Lenders determine to issue the New Secured
Term Loans -- the New Secured Term Loans and the New Equity
Interests Pool. Claimholders are Impaired, and entitled to vote on
the Plan.
Pursuant to the Exit Plan, the Debtors intend to enter into New
Secured Term Loans in an aggregate principal amount of $140
million.
The New Equity Interests Pool means 100% of the New Equity
Interests issued and outstanding on the Plan Effective Date prior
to dilution by any New Management Incentive Plan Equity.
Class 5 consists of the General Unsecured Claims, including the
Prepetition Credit Agreement Claims (Unsecured Deficiency Portion).
All Prepetition Credit Agreement Claims (Unsecured Deficiency
Portion) are deemed Allowed in the aggregate principal amount of
$77,393,500, plus any accrued and unpaid interest, fees, costs,
expenses, and other amounts otherwise due and payable pursuant to
the Prepetition Loan Documents and/or the Swap Agreement as of the
Petition Date. Class 5 Claims will be paid in this manner:
(i) IF AND ONLY IF CLASS 5 VOTES TO ACCEPT THIS PLAN, THE
FOLLOWING TREATMENT: On, or as soon as reasonably practicable
after, the later of (i) the Initial Distribution Date if such Class
5 Claim is an Allowed Class 5 Claim as of the Effective Date and
(ii) the date on which such Class 5 Claim becomes an Allowed Class
5 Claim, each Holder of an Allowed Class 5 Claim shall receive in
full satisfaction, settlement, discharge and release of, and in
exchange for, such Allowed Class 5 Claim, at the election of the
Debtors or Reorganized Debtors, as applicable (with the consent of
the Required Consenting Lenders): (A) its Pro Rata share of the
General Unsecured Claims Cash Amount or (B) such other less
favorable treatment as to which the Debtors or Reorganized Debtors,
as applicable, and the Holder of such Allowed Class 5 Claim shall
have agreed upon in writing; provided that (x) the Holders of the
Prepetition Credit Agreement Claims (Unsecured Deficiency Portion)
shall not receive any recovery from or otherwise participate in the
General Unsecured Claims Cash Amount, and (y) the Prepetition
Credit Agreement Claims (Unsecured Deficiency Portion) shall not be
taken into account in determining the Pro Rata shares of the
General Unsecured Claims Cash Amount to which Holders of Allowed
Class 5 Claims are entitled to receive.
(ii) IF AND ONLY IF CLASS 5 VOTES TO REJECT THIS PLAN, THE
FOLLOWING TREATMENT: On, or as soon as reasonably practicable
after, the later of (i) the Initial Distribution Date if such Class
5 Claim is an Allowed Class 5 Claim as of the Effective Date and
(ii) the date on which such Class 5 Claim becomes an Allowed Class
5 Claim, each Holder of an Allowed Class 5 Claim shall receive in
full satisfaction, settlement, discharge and release of, and in
exchange for, such Allowed Class 5 Claim, at the election of the
Debtors or Reorganized Debtors, as applicable (with the consent of
the Required Consenting Lenders): (A) its Pro Rata share of the New
Class A CVRs, or (B) such other less favorable treatment as to
which the Debtors or Reorganized Debtors, as applicable, and the
Holder of such Allowed Class 5 Claim shall have agreed upon in
writing; provided that (x) the Holders of the Prepetition Credit
Agreement Claims (Unsecured Deficiency Portion) shall not receive
any recovery from or otherwise participate in the New Class A CVRs,
and (y) the Prepetition Credit Agreement Claims (Unsecured
Deficiency Portion) shall not be taken into account in determining
the Pro Rata shares of the New Class A CVRs to which Holders of
Allowed Class 5 Claims are entitled to receive.
A copy of the Amended Plan is available at
http://bankrupt.com/misc/deb17-10839-541.pdf
About Panda Temple
Panda Temple Power, LLC, and Panda Temple Power Intermediate
Holdings II, LLC, filed voluntary petitions under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 17-10839) on
April 17, 2017, before the Hon. Laurie Selber Silverstein.
Panda Temple Power, LLC ("Temple I"), owns the Panda Temple I
Generating Station, a clean, natural gas-fueled, 758-megawatt
combined-cycle electric generating facility located in Temple,
Texas. The Temple I Project utilizes advanced emissions-control
technology, making it one of the cleanest natural gas-fueled power
plants in the United States. Employing "quick start" turbines,
which can achieve 50% power production in 10 minutes and a full
baseload capacity in 30 minutes, the Temple I Project can supply
the power needs of up to 750,000 homes.
The Temple I Project was originally financed with approximately
$377 million of secured debt and $375 million of equity.
Approximately $100 million of the equity investment was provided by
Panda Funds, with the remaining $275 million provided by third
party co-investors. Construction of the Temple I Project began in
July 2012 and commercial operations commenced in July 2014. In
March 2015, the original secured debt was refinanced with
approximately $400 million of secured debt under the Prepetition
Credit Agreement.
Panda Temple Power Intermediate Holdings II, LLC is a holding
company with no assets other than its ownership interests in Temple
I.
In 2016, the Debtors' total revenue from energy sales was
approximately $71.9 million and its EBITDA was $17.8 million.
The Debtors hired Richards, Layton & Finger, P.A., and Latham &
Watkins LLP as legal counsel; Latham & Watkins LLP, Inc., as
co-counsel; Ducera Partners LLC as financial advisor; and Prime
Clerk LLC as claims and noticing agent and administrative advisor.
Prime Clerk may be reached at:
Benjamin Joseph Steele
Prime Clerk LLC
830 3rd Avenue, 9th Floor
New York, NY 10022
Tel: (212) 257-5490
Fax: (212) 257-5452
E-mail: bsteele@primeclerk.com
No official committee of unsecured creditors has been appointed.
An ad hoc committee of Prepetition Lenders was active in the
bankruptcy case. The committee members include, but are not
limited to, those funds or accounts that hold, or are the
investment advisors or managers for funds or accounts that hold, in
the aggregate, claims against or interests in the Debtors arising
from certain loans under the Credit Agreement and the DIP Credit
Agreement. The Committee members are Ares Capital, Avenue Capital
Management II, L.P.; Brigade Capital Management, LP; Canaras
Capital Management; GSO Capital Partners LP; H.I.G. WhiteHorse
Capital, LLC; Lord, Abbett & Co. LLC; MJX Asset Management LLC;
Oaktree Capital Management, L.P.; Siemens Financial Services, Inc.;
SOF-X Credit Holdings, LLC (Starwood Credit Advisors LLC); and
Western Asset Management Company.
PETE GOULD: Hires Caldwell & Riffee as Counsel
----------------------------------------------
Pete Gould & Sons, Inc., seeks authority from the U.S. Bankruptcy
Court for the Southern District of West Virginia to employ Caldwell
& Riffee, as counsel to the Debtor.
Pete Gould requires Caldwell & Riffee to:
a. prepare the petition and schedules and statement of
financial affairs;
b. investigate all avoidance actions;
c. file all necessary applications, motions and other
pleadings regarding matters to be submitted to the Court;
d. advise management of the Debtor regarding the rights, power
and duties of the Debtor;
e. advise the Debtor on a sale of the property; and
f. represent the Debtor on adequate protection issues.
Caldwell & Riffee will be paid at the hourly rate of $300. Caldwell
& Riffee will be paid a retainer in the amount of $4,000. It will
also be reimbursed for reasonable out-of-pocket expenses incurred.
Joseph W. Caldwell, partner of Caldwell & Riffee, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estates.
Caldwell & Riffee can be reached at:
Joseph W. Caldwell, Esq.
CALDWELL & RIFFEE
3818 MacCorkle Avenue, SE
Charleston, WV 25364
Tel: (304) 925-2100
Fax: (304) 925-2193
E-mail jcaldwell@caldwellandriffee.com
About Pete Gould & Sons
Founded in 1966, Pete Gould & Sons, Inc., provides general
contracting services such as constructing water and sewer mains.
Pete Gould & Sons, based in Ravenswood, WV, filed a Chapter 11
petition (Bankr. N.D.W. Va. Case No. 18-20047) on Feb. 5, 2018. In
the petition signed by Bryan Gould, member, the Debtor estimated $1
million to $10 million in both assets and liabilities. The Hon.
Frank W. Volk presides over the case. Joseph W. Caldwell, Esq., at
Caldwell & Riffee, serves as bankruptcy counsel.
PETROFLOW ENERGY: Ares Capital Writes Off $24.7 Million Loan
------------------------------------------------------------
Ares Capital Corporation has marked its $24.7 million in loans
extended to privately held Petroflow Energy Corporation and TexOak
Petro Holdings LLC to market at $0 of the outstanding amount, as of
Dec. 31, 2017, according to a disclosure contained in a Form 10-K
filing with the Securities and Exchange Commission for the fiscal
year ended Dec. 31, 2017.
Ares in June 2016 extended to Petroflow and TexOak:
-- First lien senior secured loan, $12.8 million par value.
This loan has a June 2019 maturity, carries interest at
3.36% (Libor + 2.00%/Q), and has a fair value of $12.4
million as of Dec. 31, 2017; and
-- Second lien senior secured loan, $24.7 million par value.
This loan has a December 2019 maturity, and a fair value
of $0 as of Dec. 31, 2017.
According to Ares, the Second Lien Loan had non-accrual status as
of Dec. 31, 2017.
Petroflow Energy Corporation and TexOak Petro Holdings LLC are an
oil and gas exploration and production company.
PETROQUEST ENERGY: Unveils Results on Latest Cotton Valley Wells
----------------------------------------------------------------
PetroQuest Energy, Inc. announced its latest results from its
horizontal Cotton Valley drilling program in East Texas. The
Company recently completed two wells (PQ #29 - 52% NRI and PQ #30 -
59% NRI) which established a cumulative maximum 24-hour gross daily
rate of 18,385 Mcf of gas, 1,354 barrels of NGLs and 55 barrels of
oil, for an equivalent rate of 26,839 Mcfe/d. The initial maximum
24-hour gross daily rates and certain additional operating data per
well were as follows:
Well: PQ #29
Max 24-Hour Mcfe/d: 15,371
Lateral Length (ft): 6,250
Lbs Proppant/foot: 772
Cluster Spacing (ft): 101
Bench Tested: E-Berry
Well: PQ #30
Max 24-Hour Mcfe/d: 11,469
Lateral Length (ft): 5,382
Lbs Proppant/foot: 759
Cluster Spacing (ft): 101
Bench Tested: E-Berry
The Company estimates these two wells had an average drill and
complete cost of $887 per lateral foot. The Company is in the
process of evaluating various joint venture structures in
connection with planning its 2018 Cotton Valley drilling program.
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.
PHOENICIAN MEDICAL: Court Approves First Amended Disclosures
------------------------------------------------------------
Judge Madeleine C. Wanslee of the U.S. Bankruptcy Court for the
District of Arizona approved Phoenician Medical Center, Inc.'s
first amended disclosure statement to accompany its first amended
plan of reorganization.
The Court will consider whether to confirm the Plan at a hearing on
April 3, 2018, at 10:30 a.m. The Confirmation Hearing will be held
in Courtroom 702 at 230 North First Avenue, 7th Floor, Phoenix,
Arizona.
Written objections to the confirmation of the plan must be filed by
March 27, 2018.
Any creditor desiring to vote for or against the confirmation of
the Plan must complete and sign a Ballot. A completed Ballot must
be delivered by March 27, 2018.
About Phoenician Medical Center
Phoenician Medical Center, Inc. is a privately held company in
Chandler, Arizona. It owns East Valley Family Medical (EVFM) --
http://evfm.care-- a physician-based multi-specialty group
specializing in internal medicine, family medicine, physical
medicine and rehabilitation and general practice. It serves the
Arizona East Valley communities of Mesa, Ahwatukee, Chandler,
Tempe, Gilbert, and Apache Junction. EVFM has grown from one single
provider in 1999 to over 30 providers with more than 140,000 active
primary care patients today.
Phoenician Medical previously sought bankruptcy protection (Bankr.
D. Ariz. Case No. 12-08771) on April 12, 2012.
Phoenician Medical filed a Chapter 11 petition (Bankr. D. Ariz.
Case No. 17-09946) on Aug. 24, 2017. In the petition signed by
Paramvir S. Tuli, president, the Debtor estimated $1 million to $10
million both in assets and liabilities. The Hon. Madeleine C.
Wanslee presides over the case. The Debtor tapped Donald W.
Powell, of the law firm Carmichael & Powell, P.C., as counsel. No
official committee of unsecured creditors has been appointed in the
Chapter 11 case.
PILGRIM'S PRIDE: Fitch Assigns 'BB' First-Time IDR; Outlook Stable
------------------------------------------------------------------
Fitch Ratings has assigned a first-time Long-Term Issuer Default
Rating (IDR) of 'BB' to Pilgrim's Pride Corporation (PPC) and a
'BB' rating to the company's senior unsecured notes due in 2025 and
2027. The ratings factor in the proposed re-opening for a total
amount of USD400 million on these two bonds. The company expects to
use the proceeds to refinance its existing debt.
The Rating Outlook is Stable.
The Stable Outlook reflects PPC's solid business profile,
geographical diversification, strong financial position, and a
degree of ring-fencing that somewhat insulates it from its parent
JBS S.A. (BB-/Rating Watch Negative). The senior unsecured debt is
rated at the same level as the IDR resulting from the low level of
secured debt. Secured debt/EBITDA is estimated at only 0.6x as of
FYE17, and the secured debt would likely be rated on notch higher
than the IDR due to outstanding recovery prospects given default.
KEY RATING DRIVERS
Solid Business Profile: PPC's ratings are supported by its strong
business profile as one of the largest chicken processors in the
world with presence in the U.S., Europe, and Mexico. PPC's larger
scale provides the company with cost advantages compared to its
smaller competitors. U.S. sales represented about 69% of group
sales as of FYE17. Product types are fresh chicken products,
prepared chicken products, and value-added export chicken products.
Fresh chicken sales, prepared chicken and export, and other chicken
accounted for 83%, 13.9% and 3.1% of total U.S. chicken sales
respectively in 2017. The company benefits from sound operating
earnings due to its diversified product portfolio, strong
distribution, and vertically integrated operations.
Strong Capital Structure: Fitch expects PPC's leverage to remain
low relative to its rating 'BB' category thanks to the Positive
Outlook for the protein industry, which is supported by growing
global demand for chicken. Fitch forecasts PPC's debt to EBITDA
ratio will be below 2x in FYE18. Fitch expects PPC to generate
about USD1.4 billion of EBITDA from organic revenue growth and to
have steady profitability from operating efficiencies gained
through recent acquisitions and related to the optimization of
production and distribution, as well as cost savings in functional
areas such as purchasing, production, logistics, and SG&A. Fitch
expects the company to generate FCF (after dividends) above USD400
million.
Weak Parent Corporate Governance: PPC's standalone rating is
constrained by the weak corporate governance of its ultimate
indirect controlling parent company, JBS. JBS is under several
investigations including administrative procedures by the CVM
Brazilian Securities and Exchange Commission and may be subject to
fines from the U.S. Department of Justice. Fitch views PPC's parent
linkage with JBS as weak to moderate because PPC has a degree of
ring-fencing that allows it to be rated higher than its parent. PPC
also has minority shareholders represented by independent board
members governed by U.S. law due to its listing on the Nasdaq, and
there are no cross-default, acceleration clauses nor upstream
guarantees between PPC and its parent company. PPC's dividends are
also subject to the maintenance of debt covenants embedded in the
senior secured debt facilities, which provide additional creditor
protections. Despite these insulating factors, JBS does influence
PPC business and financial strategy; Fitch estimates that PPC
represented about one-third of JBS SA's consolidated EBITDA as of
FYE17.
Acquisition appetite: The rating is tempered by PPC's track record
of acquisitions financed by debt, similar to its parent. In
September 2017, PPC acquired Moy Park, a leading poultry and
prepared foods supplier with operations in the United Kingdom (UK)
and Continental Europe in the UK from its parent company JBS S.A
for USD1 billion. In January 2017, PPC acquired GNP a provider of
premium branded chicken products in the Upper Midwest, in an
all-cash, USD350 million transaction, and Tyson Foods Inc's Mexican
operation for USD400 million in 2014. In 2014, PPC also attempted
to acquire Hillshire brands with an initial transaction value of
USD6.4 billion.
DERIVATION SUMMARY
PPC's business profile is strong for the 'BB' rating category due
to its size, profitability, and geographical diversification and
low leverage relative to its rating category. The company operates
in the U.S., Mexico and Europe (Moy Park) with PPC's U.S.
operations representing about 69% of sales and 80% of operating
income as of FYE17. PPC has a less diversified product portfolio
and lower concentration of more stable value-added products, which
exposes the company to higher industry risks. It is also smaller
than other U.S. peers such as Tyson Foods, Inc (BBB/Stable) and
Cargill Incorporated (A/Stable), which receive synergistic benefits
from their scale. PPC is also less diversified regarding protein
than Marfrig Gobal Foods Inc (BB-/Stable).
The company's credit profile remains strong for its rating 'BB'
category due to its low leverage. PPC reported a total debt/ EBITDA
ratio of about 2x as of FYE17, which is in line with its U.S. peers
in the 'BBB' rating category and better than BRF S.A.
(BBB-/Stable). Fitch expects the group to maintain strong credit
metrics thanks to positive FCF. Constraining the ratings are the
weak corporate governance and the more aggressive acquisition
strategy of PPC's controlling shareholder and ultimate parent
company, JBS, which add to event risk and could potentially weaken
PPC's credit profile by way of supporting the parent through
dividends or other forms.
No country-ceiling or operating environment aspects impact the
rating. The parent-subsidiary linkage criteria are applicable due
to the shareholder ownership.
KEY ASSUMPTIONS
Fitch's Key Assumptions Within Fitch's Rating Case for the Issuer
-- Steady revenues growth in 2018;
-- EBITDA of about USD1.4bn in 2018;
-- Capex of USD350 million in 2018;
-- Fitch factors a budget for dividends and bolt-on acquisitions;
-- Total debt/ EBITDA below 2x in 2018.
RATING SENSITIVITIES
Developments that May, Individually or Collectively, Lead to
Positive Rating Action
-- An upgrade is not considered likely at the moment.
-- An upgrade of JBS' ratings could lead to an upgrade for PPC,
but an upgrade of JBS is not likely at this time given its
ongoing legal issues and investigations, as well as financial
stabilization with regard to the extension of banking
agreements.
Developments that May, Individually or Collectively, Lead to
Negative Rating Action
-- Total debt/EBITDA above 3.5x on a sustained basis;
-- Significant debt financed acquisitions and/or excessive
shareholder distributions;
-- A downgrade of JBS by one notch will not likely trigger a
downgrade of PPC. A two-notch downgrade of JBS would most
likely result of a downgrade of PPC. Fitch would not likely
exceed a two notch rating differential between JBS and PPC at
this time. Intermediate holding company JBS USA Lux S.A. (BB-
/Rating Watch Negative) is linked to JBS S.A. notch for notch
as it is not afforded the same ring-fencing protections as
PPC.
LIQUIDITY
Adequate Liquidity: Fitch views PPC's liquidity as ample and
supported by adequate cash on hands, revolver availability, strong
cash flow generations and comfortable amortization profile. As of
Dec. 31, 2017, PPC had approximately USD582 million of cash and
USD48 million of short-term debt
FULL LIST OF RATING ACTIONS
Pilgrim's Pride Corporation
Fitch has assigned the following ratings:
-- Long-Term IDR 'BB';
-- Senior Unsecured notes due in 2025 and 2027 'BB'.
The Rating Outlook is Stable.
PIONEER CARRIERS: Equify Fin'l Entitled to Postpetition Atty's Fees
-------------------------------------------------------------------
Judge Jeff Bohm of the U.S. Bankruptcy Court for the Southern
District of Texas issued a memorandum opinion addressing whether an
undersecured creditor who elects the application of section 1111(b)
is entitled to its post-petition attorneys' fees as part of its
secured claim.
Pioneer Carriers LLC, the Debtor in the Chapter 11 case, asserts
that the creditor is not so entitled because section 506(b) only
allows post-petition attorneys' fees if a creditor is oversecured.
The undersecured creditor, Equify Financial, LLC contends that it
is so entitled because its post-petition attorneys' fees are an
allowed claim under section 502(b); and section 1111(b)(2) sets
forth that Equify holds a secured claim "to the extent that such
claim is allowed." The Court agrees with Equify and will,
therefore, require the Debtor to treat this fee amount as part of
Equify's secured claim under the pending proposed plan of
reorganization.
The knee-jerk reaction of many practicing bankruptcy attorneys is
that a creditor cannot recover its post-petition attorneys' fees
unless it is oversecured. And, there are certainly numerous
bankruptcy judges who agree with this position. Indeed, the judge
in re: Castillo apparently used to be in this camp, as she admitted
that she "reached a result that the court itself considers novel
and surprising." Yet, the very language of sections 502 and 506(b),
plus certain cases cited in this case interpreting these sections,
convince the Court that: (1) an undersecured creditor can indeed
have an allowed unsecured claim for post-petition attorneys' fees;
and (2) when this creditor makes the section 1111(b)(2) election,
this claim becomes an allowed secured claim. For these reasons,
Equify holds an allowed secured claim for its post-petition
attorneys' fees.
The bankruptcy case is in re: PIONEER CARRIERS, LLC AND TRANSPORT
DRY FREIGHT, LLC, Chapter 11, Debtors, Case No. 16-36356 (Bankr.
S.D. Tex.).
A full-text copy of Judge Bohm’s Memorandum Opinion dated Feb. 8,
2018 is available at https://is.gd/DMTUbR from Leagle.com.
Pioneer Carriers, LLC & Transport Dry Freight, LLC, Debtors,
represented by Reese W. Baker, Baker & Associates LLP.
US Trustee, U.S. Trustee, represented by Christine A. March, Office
of the US Trustee.
About Pioneer Carriers
Pioneer Carriers, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S. D. Texas Case No. 16-36356) on Dec. 12,
2016. The petition was signed by Pedro Lagos, president.
On Feb. 1, 2017, Transport Dry Freight LLC, an affiliate, filed
Chapter 11 petition (Bankr. S.D. Tex. Case No. 17-30551). The case
is jointly administered with that of Pioneer under Case No.
16-36356.
The cases are assigned to Judge Jeff Bohm.
At the time of the filing, Pioneer estimated its assets and
liabilities at $1 million to $10 million. Transport Dry Freight
estimated assets of less than $50,000 and liabilities of less than
$500,000.
On July 21, 2017, the Debtors filed a disclosure statement, which
explains their proposed Chapter 11 plan of reorganization.
PROMETHEUS & ATLAS: Feb. 28 Disclosure Statement Hearing
--------------------------------------------------------
Prometheus & Atlas Real Estate Development, LLC submits to the U.S.
Bankruptcy Court for the District of Nevada a third amended
disclosure statement describing its chapter 11 plan of
liquidation.
A hearing on the Debtor's Disclosure Statement will be held on Feb.
28, 2018 at 9:30 a.m.
Pursuant to the Plan, and as the Debtor's principal Restructuring
Transaction, the Debtor seeks to sell the Property located in the
NW4 SW4 SEC 12 20 59, City of Las Vegas, County of Clark, Nevada,
APN# 137-12-301-009 situated at or near Buckskin & Cliff Shadows
Parkway in conjunction with the Plan Confirmation process. The
Debtor's employed professional realtor will extensively advertise,
market and promote the Property.
The Debtor has been focused on developing and executing a strategy
to (a) maximize the value of its Estate; (b) address the factors
that led to the bankruptcy filing; and (c) enable the Debtor to pay
its creditors in full. Specifically, this strategy has primarily
focused on resolving the removed State Court Action to quiet title
in favor of Debtor -- Caballos De Oro Estates LLC v. Eliot A.
Alper, Prometheus & Atlas Real Estate Development LLC, John Irving,
James Kalhorn in the Eighth Judicial District Court, Clark County,
Nevada, Case No. A-17-752905-C -- and completing the sale of the
Debtor's Property in order to pay the Debtor's creditors in full
from the Property Sale Proceeds.
Class 2 consists of allowed general unsecured claims that are: (a)
unsecured nonpriority claims listed in Debtor’s Schedules of
Creditors Holding Unsecured Nonpriority Claims that are not
disputed, contingent, or unliquidated; (b) unsecured nonpriority
claims for which a Proof of Claim has been Filed, and for which no
objection thereto is Filed; and (c) claims resulting from rejection
of executory contracts and unexpired leases, if any, all to the
extent Allowed by the Court.
Class 2 claims potentially include any judgment awarded in the
removed State Court Action, and any unsecured portion of Secured
Claims of Eliot A. Alper Revocable Trust (under Class 1(a)) and/or
of John Irving Trust of 2008 (under Class 1(b)).
The Debtor disclosed that to date, only one proof of claim has been
filed. Caballos De Oro Estates LLC has filed an unsecured claim of
$4,950,000. Thus, Debtor has not filed any Objection to any Proofs
of Claim, but reserves the right to do so.
Each Holder of an Allowed Class 2 Claim will be paid its pro rata
share of any Property Sale Proceeds remaining after the
satisfaction of Allowed Secured Claims in Classes 1(a) and 1(b) and
of Allowed Administrative Claims. Class 2 is impaired under the
plan, and as such holders of Class 2 allowed general unsecured
claims are entitled to vote to accept or reject the Plan.
A full-text of the Redlined Version of the Third Amended Disclosure
Statement is available at:
http://bankrupt.com/misc/nvb17-12699-72.pdf
About Prometheus & Atlas Real Estate Development
Based in Las Vegas, Nevada, Prometheus & Atlas Real Estate
Development, LLC owns and manages a real estate development
company.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Nev. Case No. 17-12699) on May 19, 2017. James
Kalhorn, managing member, signed the petition. At the time of the
filing, the Debtor disclosed $2.6 million in assets and $1.75
million in liabilities.
Ghandi Deeter Blackham is the Debtor's bankruptcy counsel. The
Debtor hires David J. Merrill P.C. as special counsel.
The Debtor taps Mark Holten of Signa Realty Group as real estate
broker to sell the property located at NW4 SEC 12 20 59, City of
Las Vegas, County of Clark, Nevada.
PROVISION HOLDING: Posts $1.81M Net Loss for Qtr. Ended Dec. 31
---------------------------------------------------------------
Provision Holding, Inc., filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q reporting a net loss
of $1.81 million on $0 of total revenues for the three months ended
Dec. 31, 2017, compared to a net loss of $1.87 million on $1.47
million of total revenues for the three months ended
Dec. 31, 2016.
For the six months ended Dec. 31, 2017, Provision Holding reported
a net loss of $3.81 million on $15,750 of total revenues compared
to a net loss of $3.50 million on $1.53 million of total revenues
for the six months ended Dec. 31, 2016.
As of Dec. 31, 2017, Provision Holding had $2.69 million in total
assets, $18.10 million in total liabilities and a total
stockholders' deficit of $15.41 million.
The Company had accumulated deficit at Dec. 31, 2017 of $45.90
million. The Company has negative working capital of $15.60
million as of Dec. 31, 2017. The largest balances in current
liabilities are for current portion of convertible debt, net
($7.723 million) accrued interest ($2.883 million) and unearned
revenue ($2.058 million). The Company is in the process of
negotiating with noteholders to convert accrued interest into
long-term notes to reduce current liabilities and plans to ship
goods to reduce the unearned revenue.
"The Company's continuation as a going concern is dependent upon
its ability to generate sufficient cash flow to meet its
obligations on a timely basis, to obtain additional financing or
refinancing as may be required and, ultimately, to attain
profitable operations. Management's plan to eliminate the going
concern situation include, but are not limited to, the raise of
additional capital through issuance of debt and equity, improved
cash flow management, aggressive cost reductions, and the creation
of additional sales and profits across its product lines," the
Company stated in the Report.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/Sb75Mq
About Provision Holding
Chatsworth, California-based Provision Holding, Inc., together with
its subsidiary, Provision Interactive Technologies, Inc., is a
purveyor of intelligent interactive 3D holographic display
technologies, software, and integrated solutions for both
commercial and consumer focused applications. Provision's 3D
holographic display systems projects full color, high resolution
videos into space detached from the screen, without any special
glasses. Provision is currently a market leader in true 3D
consumer advertising display products.
Provision Holding incurred a net loss of $7.32 million for the year
ended June 30, 2017, following a net loss of $6.20 million for the
year ended June 30, 2016.
The Company's independent accounting firm RBSM LLP, in Larkspur,
California, issued a "going concern" qualification in its report on
the consolidated financial statements for the year ended Dec. 31,
2017, stating that the Company has suffered recurring losses from
operations and has an accumulated deficit as of June 30, 2017,
which raises substantial doubt about its ability to continue as a
going concern.
PS HOLDCO: Moody's Assigns B2 CFR & Rates New $246MM Loan B2
------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating
("CFR") and a B2-PD Probability of Default Rating to PS HoldCo,
LLC, the flatbed transportation and logistics provider that
operates under the name PS Logistics. Moody's also assigned a B2
rating to the new $246 million first lien term loan that PS HoldCo
plans to arrange in connection with the sale of a majority of PS
Logistics to funds managed by One Equity Partners. The ratings
outlook is stable.
RATINGS RATIONALE
The B2 CFR of PS HoldCo reflects the company's position as one of
the largest providers of flatbed transportation and logistics
services with an operational track record that spans more than a
decade. PS HoldCo's business model comprises asset-based
transportation services using company-owned equipment and
employees, asset-light transportation services using lease
operators and owner operators, as well as brokerage services.
Combined with a driver pay structure that is based on a percentage
of applicable freight rates, this model results in a flexible cost
structure and a driver turnover rate that is well below industry
averages.
Benefiting from good freight demand and tightening trucking
capacity, PS HoldCo will likely continue its recent upward
trajectory in EBITA margins, to around 6.5% in 2018 in Moody's
estimates. Such levels are fairly attractive in the trucking
industry, especially considering that a majority of PS HoldCo's
revenues are derived from asset-light transportation and logistics
services. Moody's estimates debt/EBITDA to be close to 4 times,
which is moderate relative to the B2 CFR but helps to mitigate the
risks associated with the flatbed segment of the truck
transportation market, which is fragmented, competitive and exposed
to end-markets that are correlated with cyclical industrial
production and construction spending in North America.
Liquidity is adequate. Taking into account the company's truck
purchases that are funded through equipment financing notes,
Moody's estimates free cash flow to be modestly positive,
reflecting the need for considerable fleet investments to maintain
PS HoldCo's young fleet of trucks and to accommodate current
freight growth.
The new $246 million first lean term loan due 2025 that PS HoldCo
plans to arrange is rated B2, in line with the B2 CFR. This
reflects the very sizeable proportion of the capital structure that
this obligation represents, together with a sizeable amount of
equipment financing notes, relative to the higher ranking $50
million asset-based revolving credit facility.
The stable rating outlook incorporates Moody's expectation of at
least mid-single digit revenue growth in 2018 amid continuing U.S.
economic expansion and tighter capacity in the trucking sector.
The ratings could be upgraded if EBITA margins are at least 7%,
debt/EBITDA is maintained at 3.5 times or less, and the company
demonstrates consistently positive free cash flows while
maintaining adequate investments in its fleet, such that (retained
cash flow minus capital expenditures)/debt is at least 4%.
The ratings could be downgraded if Moody's expects EBITA margins to
be less than 5%, debt/EBITDA to exceed 4.5 times or free cash flow
to be consistently negative. Tightening liquidity, an accelerated
pace of acquisitions or an increase in average fleet age to well in
excess of 30 months could also cause a ratings downgrade.
Assignments:
Issuer: PS HoldCo, LLC
-- Corporate Family Rating, Assigned B2
-- Probability of Default Rating, Assigned B2-PD
-- Gtd Senior Secured Bank Credit Facility, Assigned B2 (LGD4)
Outlook Actions:
Issuer: PS HoldCo, LLC
-- Outlook, Assigned Stable
The principal methodology used in these ratings was Global Surface
Transportation and Logistics Companies published in May 2017.
PS HoldCo, LLC, headquartered in Birmingham, AL, is a flatbed
transportation and logistics provider that operates a fleet of more
than 2,500 trucks and has 26 terminal locations in the eastern and
southeastern U.S. The company generated more than $500 million of
revenues in 2017.
QUANTUM CORP: Inks Third Amendment to TCW Asset Credit Agreement
----------------------------------------------------------------
Quantum Corporation has entered into a third amendment to term loan
credit and security agreement, amending the Term Loan Credit and
Security Agreement, dated Oct. 21, 2016, among the Company, TCW
Asset Management Company LLC, as agent, and the lender parties
thereto. The Term Loan Amendment amends, among other things, (i)
the definition of "Applicable Margin" to change the interest rate
margin and to add payment-in-kind interest equal to 2.00% per
annum, (ii) the definition of "EBITDA" by modifying certain
addbacks for transaction costs, cash restructuring charges, and
cost savings, (iii) the financial covenants and related
definitions, and (iv) certain reporting requirements.
On Feb. 14, 2018, the Company also entered into a Third Amendment
to Revolving Credit and Security Agreement, amending that certain
Revolving Loan Credit and Security Agreement, dated Oct. 21, 2016,
by and among the Company, PNC Bank, National Association, as agent,
and the lender parties thereto. The Revolving Loan Amendment
amends, among other things, (i) the definition of "Applicable
Margin" to raise the interest rate margin to 4.00% for revolving
advances consisting of base rate loans and swingline loans and to
5.00% for revolving advances consisting of LIBOR rate loans, (ii)
the definition of "EBITDA" by modifying certain addbacks for
transaction costs, cash restructuring charges, and cost savings,
(iii) the financial covenants and related definitions, and (iv)
certain reporting requirements.
Unregistered Sales of Equity Securities
In connection with the Term Loan Agreement, on Dec. 14, 2017, the
Company entered into a Warrant to Purchase Stock with TCW Direct
Lending, LLC evidencing TCW Direct's right to purchase shares of
the Company's common stock at an exercise price of $0.01 per share,
a Warrant to Purchase Stock with West Virginia Direct Lending LLC
evidencing West Virginia Direct's right to purchase shares of the
Company's common stock at an exercise price of $0.01 per share and
a Warrant to Purchase Stock with TCW Skyline Lending, L.P.
evidencing TCW Skyline's right to purchase shares of the Company's
common stock at an exercise price of $0.01 per share. The TCW
Direct Warrant, the West Virginia Warrant and the TCW Skyline
Warrant were immediately exercisable for 162,077, 18,103 and 17,820
shares of the Company's common stock, respectively. In addition,
the December Warrants were exercisable for an additional 108,051,
12,069 and 11,880 shares of the Company's common stock,
respectively on the occurrence of the conditions outlined in the
December Warrants.
The exercise price and the number and type of shares underlying the
December Warrants are subject to adjustment in the event of
specified events, including a reclassification of the Company's
common stock, a subdivision or combination of the Company's common
stock or specified dividend payments. The December Warrants are
exercisable until Dec. 14, 2022. Upon exercise, the aggregate
exercise price may be paid, at each warrant holder's election, in
cash or on a net issuance basis, based upon the fair market value
of the Company's common stock at the time of exercise.
The issuance of the December Warrants, and any shares of common
stock issuable thereunder, are exempt from registration pursuant to
the exemption for transactions by an issuer not involving any
public offering under Section 4(a)(2) the Securities Act of 1933,
as amended, and Regulation D under the Securities Act. The December
Warrants, and any shares of common stock issuable thereunder, were
not registered under the Securities Act or any state securities
laws and may not be offered or sold in the United States absent
registration with the Securities and Exchange Commission or an
applicable exemption from the registration requirements.
On Feb. 14, 2018, the Company entered into amendments with TCW
Direct, West Virginia Direct and TCW Skyline of the December
Warrants. Pursuant to the Warrant Amendments, the December
Warrants became immediately exercisable for the Additional Shares.
In connection with the Term Loan Amendment, on Feb. 14, 2018, the
Company entered into a Warrant to Purchase Stock with TCW Direct
evidencing TCW Direct's right to purchase shares of the Company's
common stock at an exercise price of $0.01 per share, a Warrant to
Purchase Stock with West Virginia Direct evidencing West Virginia
Direct's right to purchase shares of the Company's common stock at
an exercise price of $0.01 per share and a Warrant to Purchase
Stock with TCW Skyline evidencing TCW Skyline's right to purchase
shares of the Company's common stock at an exercise price of $0.01
per share.
The February TCW Direct Warrant, the February West Virginia Warrant
and the February TCW Skyline Warrant are immediately exercisable
for 61,393, 6,857 and 6,750 shares of the Company's common stock,
respectively. In addition, if, and only if, either (A) an Event of
Default occurs under the Term Loan Credit Agreement following the
Third Amendment Effective Date (as defined in the Term Loan
Amendment) or (B) as of March 30, 2019, unless the Company (x) has
received by such date at least $25,000,000 in Net Cash Proceeds (as
defined in the Term Loan Agreement) from the issuance of Qualified
Equity Interests (as defined in the Term Loan Credit Agreement)
during the period from and after the Third Amendment Effective Date
and (y) the financial statements delivered under Section 9.8 of the
Term Loan Credit Agreement with respect to the fiscal quarter
ending March 31, 2019 demonstrate that the Company and its
Subsidiaries, on a consolidated basis, are in compliance with each
of the financial covenants set forth in Section 6.5 of the Term
Loan Credit Agreement (as in effect immediately prior to the Third
Amendment Effective Date) for the four (4) fiscal quarter period
then ended; provided that for purposes of determining compliance
with the financial covenants set forth in Section 6.5 of the Term
Loan Credit Agreement (as in effect immediately prior to the Third
Amendment Effective Date) for purposes of this clause (y), EBITDA
shall be calculated using the respective defined term in the Term
Loan Credit Agreement, but without giving effect to clause
(c)(xviii) of the definition of EBITDA set forth in the Term Loan
Credit Agreement, then from the date of the Additional Vesting
Event through the Expiration Date, such February Warrant will be
exercisable for an additional 61,393, 16,857 and 6,750 shares of
the Company's common stock, respectively.
The exercise price and the number and type of shares underlying the
February Warrants are subject to adjustment in the event of
specified events, including a reclassification of the Company's
common stock, a subdivision or combination of the Company's common
stock or specified dividend payments. The February Warrants are
exercisable until Feb. 14, 2023. Upon exercise, the aggregate
exercise price may be paid, at each warrant holder's election, in
cash or on a net issuance basis, based upon the fair market value
of the Company's common stock at the time of exercise.
The issuance of the February Warrants, and any shares of common
stock issuable thereunder, are exempt from registration pursuant to
the exemption for transactions by an issuer not involving any
public offering under Section 4(a)(2) the Securities Act of 1933,
as amended, and Regulation D under the Securities Act. The
February Warrants, and any shares of common stock issuable
thereunder, were not registered under the Securities Act or any
state securities laws and may not be offered or sold in the United
States absent registration with the Securities and Exchange
Commission or an applicable exemption from the registration
requirements.
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 Sept. 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.
On Jan. 11, 2018, Quantum received a subpoena from the SEC
regarding its accounting practices and internal controls related to
revenue recognition for transactions commencing April 1, 2016.
Following receipt of the SEC subpoena, the Company's audit
committee began an independent investigation with the assistance of
independent advisors, which is currently in process.
QUANTUM WELLNESS: Unsecureds to be Paid 10% Over 12-Month Period
----------------------------------------------------------------
Quantum Wellness Botanical Institute, LLC, filed with the U.S.
Bankruptcy Court for the District of Arizona a disclosure statement
in support of its plan of reorganization dated Feb. 20, 2018.
The Plan provides for the payment of Administrative Expenses
incurred by professionals on the later of the entry of a court
order authorizing payment or the Effective Date following
confirmation, the payment of Priority Tax claims in equal monthly
payments over a period of six months starting on the first month
following the Effective Date, the payment of Allowed Claims in an
amount of $3,000 or less claims in equal monthly payments over a
period of six months starting on the second month following the
Effective Date, the payment of the Opus Secured Claim over a period
of five years based on a seven year amortization, the payment of
the American Express Secured Claim, if allowed, over a period of
five years in equal monthly payments, no payment to the seller in
exchange for the release of claims, and the retention of the equity
interests in exchange for a new value contribution of $200,000.
The Plan is funded by the New Value Contribution and revenue from
the Debtor's business operations. The Plan provides for the payment
to Creditors of their Allowed Claims in accordance with the
priorities set forth in the Bankruptcy Code. The Debtor will be
managed after confirmation by existing management.
The Plan provides a substantial benefit to the Estate and the
Creditors. The Plan allows the Estate to benefit from the continued
operation of the Debtor's business operations.
Class 6 consists of the Allowed Unsecured Claims and all Claims not
otherwise classified. The Claims in this Class total $1,262,292.
Each Creditor holding an Allowed Claim in Class 6 will be paid in
full satisfaction of their Allowed Unsecured Claim the sum of 10%
of the amount of the Creditors Allowed Unsecured Claim in equal
monthly payments, over a period of 12 months commencing on the
first day of the ninth month following the Effective Date.
A copy of the Disclosure Statement is available for free at:
http://bankrupt.com/misc/azb2-17-13721-103.pdf
About Quantum Wellness
Quantum Wellness Botanical Institute, LLC --
http://quantumwellnessbotanicalinstitute.com/-- is a producer of
plant-based nutritional supplements based in Scottsdale, Arizona.
Quantum Wellness sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Ariz. Case No. 17-13721) on Nov. 17,
2017. In the petition signed by CEO Fred Auzenne, the Debtor
estimated assets and liabilities of $1 million to $10 million.
Judge Eddward P. Ballinger Jr. presides over the case. Littler PC
is the Debtor's bankruptcy counsel.
REES ASSOCIATES: Amended Plan Discloses Agreement with RR Donnelley
-------------------------------------------------------------------
Rees Associates, Inc., filed with the U.S. Bankruptcy Court for the
Southern District of Iowa a first amended combined plan and
disclosure statement dated Feb. 20, 2018.
The first amended plan provides that the Debtor and RR Donnelley
entered into an agreement, whereby RR Donnelley agreed to withdraw
from the Committee once the Stipulation was approved by the Court,
as it would no longer be a creditor of the estate. The Court
entered its Order approving the Stipulation and Consent Order on
June 14, 2017, and the UST then filed an Amendment to the
Committee's Appointment on June 15, 2017, removing RR Donnelley
from the Committee.
Class 6 consists of all Allowed General Unsecured Claims. There
are approximately 33 Claims in Class 6, and the total amount of
such Claims is approximately $282,963. Each holder of a Class 6
Claim will receive, in exchange for and in full satisfaction of
such Claim, a dividend, in Cash, in deferred quarterly payments.
The quarterly dividend will be divided Pro Rata among all Class 6
Claim Holders based on the amount of their respective Allowed
General Unsecured Claims. The Debtor estimates that the minimum
total amount of such dividends to be paid on all Allowed Class 6
Claims will be equal to 100% of such Claims.
Class 6 Claim Holders may elect one of two options. For the first
option, the Class 6 Claim Holders may elect to receive 100% of
their Allowed Claim within five years of the Effective Date. The
Debtor will make 20 regular quarterly payments on account of
Allowed Class 6 Claims. The second option for Holders of Class 6
Claims is to elect to receive 30% of their Allowed Claim paid in
full in Cash within 90 days of the Effective Date in complete
satisfaction of their Allowed Claim. If Holders of Allowed Class 6
Claims wish to elect to receive payment of 30% of their Claim in
full satisfaction of said Claim, they must clearly select such
option on their Ballot and timely submit same by the Ballot
Deadline.
Payments and distributions under the Plan will be funded from the
net monthly income received by the Reorganized Debtor from its
continued engagement in the same general business activities the
Reorganized Debtor was engaged in both pre and post-petition.
Specifically, Rees will continue in the operations of its mail
business. The Reorganized Debtor will ensure that all federal and
state tax reporting and estimated tax deposit obligations are
complied with during the pendency of this Plan.
A full-text copy of the First Amended Combined Plan and Disclosures
is available at:
http://bankrupt.com/misc/iasb17-00273-11-132-1.pdf
About Rees Associates Inc.
Based in Des Moines, Iowa, Rees Associates, Inc., sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Iowa Case No.
17-00273) on Feb. 27, 2017. In the petition signed by Stephen D.
Lundstrom, president, the Debtor disclosed $6.43 million in assets
and $3.58 million in liabilities.
Jeffrey D. Goetz, Esq., at Bradshaw Fowler Proctor & Fairgrave
P.C., is the Debtor's counsel. Amherst Consulting, LLC, is the
Debtor's financial advisor and investment banker.
On March 13, 2017, the U.S. Trustee for Region 12 appointed an
official committee of unsecured creditors, comprised of (1) RR
Donnelley; (2) Packaging Distribution Services, Inc.; and (3)
Integrity Printing. In June 2017, that RR Donnelley was removed
from the Committee pursuant to a stipulation and consent order
regarding RR Donnelley's motion for relief from automatic stay.
The Creditors Committee retained Shaw Fishman Glantz & Towbin LLC
as bankruptcy counsel, and Dickinson Mackaman Tyler & Hagen, P.C.,
as Iowa counsel. The Committee also retained Province Inc. as
financial advisor.
RENT RITE: Hires Allen Vellone as Special Counsel
-------------------------------------------------
Rent Rite SuperKegs West Ltd., seeks authority from the U.S.
Bankruptcy Court for the District of Colorado to employ Allen
Vellone Wolf Helfrich & Factor P.C., as special counsel to the
Debtor.
Rent Rite requires Allen Vellone to represent the Debtor in
contested matters and any adversary litigation arising in the
bankruptcy proceedings.
Weinman & Associates will be paid at these hourly rates:
Patrick D. Vellone, Esq. $500
Mark A. Larson, Esq. $295
Paralegals $150
The Debtor owed Allen Vellone in the amount of $5,286.61 for
services performed prior the bankruptcy petition.
Allen Vellone will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Patrick D. Vellone, a shareholder at Allen Vellone Wolf Helfrich &
Factor, assured the Court that the firm is a "disinterested person"
as the term is defined in Section 101(14) of the Bankruptcy Code
and does not represent any interest adverse to the Debtor and its
estates.
Weinman & Associates can be reached at:
Patrick D. Vellone, Esq.
Mark A. Larson, Esq.
ALLEN VELLONE WOLF HELFRICH & FACTOR P.C.
1600 Stout Street, Suite 1100
Denver, CO 80202
Tel: (303) 534-4499
Fax: (303) 893-8332
E-mail: pvellone@allen-vellone.com
mlarson@allen-vellone.com
About Rent Rite SuperKegs West
Rent Rite SuperKegs West Ltd., filed a Chapter 11 bankruptcy
petition (Bankr. D. Colo. Case No. 17-21236) on Dec. 11, 2017. The
Debtor hired Weinman & Associates, P.C., as counsel, and Allen
Vellone Wolf Helfrich & Factor P.C., as special counsel.
RH BBQ INC: Hires Jaenam Coe as Bankruptcy Counsel
--------------------------------------------------
RH BBQ, Inc., seeks authority from the U.S. Bankruptcy Court for
the Central District of California to employ the Law Office of
Jaenam Coe PC, as bankruptcy counsel to the Debtor.
RH BBQ, Inc. requires Jaenam Coe to:
(a) advise the Debtor concerning its rights and powers and
duties under Section 1107 of the Bankruptcy Code;
(b) advise the Debtor concerning the administration of the
Debtor's case;
(c) prepare on behalf of the Debtor all necessary and
appropriate applications, motions, pleadings, proposed
orders, notices and other documents to be filed in the
bankruptcy case;
(d) advise the Debtor concerning and preparing responses to,
applications, motions, pleadings, notices and other papers
that may be filed and served in the bankruptcy case;
(e) assist the Debtor in preparing and presenting a chapter 11
plan of reorganization;
(f) represent the Debtor in any proceeding or hearing in the
Bankruptcy Court involving its estate unless the Debtor is
represented in proceeding or hearing by other special
counsel;
(g) counsel and assist the Debtor in claims analysis and
resolution of such matters;
(h) commence and conduct any and all investigation and
litigation necessary or appropriate to assert rights on
behalf of the Debtor or otherwise further the goals of the
Debtor in the bankruptcy case;
(i) represent the Debtor in any litigation commenced by, or
against, the Debtor, provided that such litigation is
within the Firm's expertise and subject to a further
engagement agreement with Debtors on terms acceptable to
the Debtor and the Firm;
(j) prepare and assist the Debtor in the preparation of
reports, applications, pleadings and orders including, but
not limited to, applications to employ professionals,
monthly operating reports, initial filing requirements,
schedules and statement of financial affairs;
(k) assist the Debtor in the negotiation, formulation,
preparation and confirmation of a plan of reorganization
and the preparation and approval of a disclosure statement
with respect to the plan;
(l) examine claims of creditors in order to determine their
validity; and
(m) perform such other legal services for and on behalf of the
Debtor as may be necessary or appropriate to assist the
Debtor in satisfying its duties under Section 1107 of the
Bankruptcy Code.
Jaenam Coe will be paid at these hourly rates:
Attorneys $450
Paralegals $150
Jaenam Coe will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Jaenam Coe, a partner at the Law Office of Jaenam Coe PC, assured
the Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.
Jaenam Coe can be reached at:
Jaenam Coe, Esq.
LAW OFFICE OF JAENAM COE PC
3731 Wilshire Blvd., Suite 910
Los Angeles, CA 90010
Tel: (213) 389-1400
Fax: (213) 387-8778
About RH BBQ, Inc.
RH BBQ, Inc., doing business as Red Castle 3, is a privately held
company in Rowland Heights, California that operates a Korean
barbecue restaurant.
RH BBQ, Inc., based in Rowland Heights, CA, filed a Chapter 11
petition (Bankr. C.D. Cal. Case No. 18-11469) on Feb. 9, 2018. In
the petition signed by Young Keun Park, president, the Debtor
estimated $1 million to $10 million in both assets and liabilities.
The Hon. Sandra R. Klein presides over the case. Jaenam Coe,
Esq., at the Law Office of Jaenam Coe PC, serves as bankruptcy
counsel.
RICHARD OSBORNE: Brown Buying Mentor Commercial Property for $900K
------------------------------------------------------------------
Richard M. Osborne asks the U.S. Bankruptcy Court for the Northern
District of Ohio to authorize the sale of a parcel of commercial
real property located at 7000 Fracci Court, Mentor, Ohio, permanent
parcel no. 16B0390000050, to James A. Brown or his nominee for
$900,000.
Prepetition, Fracci Court was titled in the name of the Richard M.
Osborne Trust. On Dec. 17, 2017, the Debtor revoked the Trust
which caused the Trust's property to revest in the Debtor on that
date. Fracci Court is therefore property of the bankruptcy
estate.
Also prepetition, Fracci Court was the subject of a foreclosure
proceeding filed in the Lake County Court of Common Pleas by CF
Bank CFBank v. Richard M. Osborne, Trustee et al., Case No.
15CF001708. In the Foreclosure case, CF Bank sought to foreclose
the equities of redemption of all interests in Fracci Court junior
in priority to a mortgage it held against it in the original amount
of $787,500.
The fair market appraisal for Fracci Court filed in the Foreclosure
showed an estimated sale value of $900,000. The proposed sales
price is therefore fair and reasonable for Fracci Court.
The only interest superior to the CF Mortgage in Fracci Court is
the lien for real estate taxes payable to the Lake County Treasurer
in the amount of $86,811, and tax certificates held by Tax Ease
Ohio, LLC in the amount of $81,294.
On Aug. 1, 2016, CF Bank transferred its interest in the CF
Mortgage the judgment taken on it in the Foreclosure to 7001
Center Street, LLC, and entity wholly owned by the Debtor. Because
the Debtor owns all of the membership interests in 7001 Center
Street, the CF Mortgage may be avoided. In the alternative 7001
Center Street could disburse any amounts received for the CF Bank
mortgage to the Debtor.
There are numerous holders of an interest in Fracci Court, but all
such holders of any interest consent to the sale free of their
interest. Many of the interests in Fracci Court are in bona fide
dispute. As the remaining interests are junior in priority to the
CF Mortgage, the holder of any interest in Fracci Court may be
compelled in a legal or equitable proceeding to accept a money
satisfaction of such interest.
In order to provide adequate protection of any interest in Fracci
Court, the Debtor will deposit the sale proceeds into his DIP
account, and disburse from the sale proceeds an amount sufficient
to pay the Real Estate Taxes in full to the Lake County Treasurer
and Tax Ease Ohio, LLC. He will hold the amount of proceeds net of
the amount used to pay the Real Estate Taxes pending further order
of the Court.
All other interests in Fracci Court will be transferred to the Net
Proceeds for distribution pursuant to later order of the Court, in
accordance with the respective rights and priorities of the holders
any interest in Fracci Court, as such right appears and is entitled
to be enforced against Fracci Court, the Estate or the Debtor under
the Bankruptcy Code or applicable non-bankruptcy law. Therefore
Fracci Court may be sold free of any interest of any other entity.
A copy of the Buyer’s Letter of Intent attached to the Motion is
available for free at:
http://bankrupt.com/misc/Richard_Osborne_47_Sales.pdf
Counsel for Purchaser:
James Hackenberg, Esq.
BAKER & HACKERNBERG CO., LPA
8470 Tyler Blvd.
Mentor, OH 04460
Telephone: (440) 205-6260
Facsimile: (440) 266-6745
E-mail: hackenberg@bhhlawyers.com
Counsel for the Debtor:
Frederic P. Schwieg, Esq.
2705 Gibson Dr.
Rocky River, OH 44116
Telephone: (440) 499-4506
Facismile: (440) 398-0490
E-mail: fschwieg@schwieglaw.com
The Chapter 11 case is In re Richard M. Osborne (Bankr. N.D. Ohio
Case No. 17-17361).
RICKIE WALKER: District Court Dismisses Suit Against SLS
--------------------------------------------------------
Magistrate Judge Gregory G. Hollows grants defendant Specialized
Loan Servicing LLC's motion to dismiss Plaintiff Rickie Walker's
complaint captioned RICKIE WALKER, Plaintiff, v. SPECIALIZED LOAN
SERVICING, LLC, Defendant, No. 2:16-cv-1794 TLN GGH (E.D. Cal.).
On July 29, 2016 plaintiff filed a complaint for damages under the
Fair Debt Collection Practices Act (FDPCA), 28 U.S.C. section 220.
Defendant SLS asserts plaintiff has failed to state a claim
pursuant to Federal Rule of Civil Procedure 12(b)(6).
Plaintiff claims that the filing of the bankruptcy claim by SLS was
fraudulent and thus entitles him to damages because it was past the
statutory period of making a claim which, as has already been
determined is not determinative of the action in any event, and
because it misstated facts and was thus fraudulent in nature. SLS
argues, however, that California insulates all court filings from
any defamation type of claim allowing challenge only if the
gravamen is malicious prosecution citing.
After reading and re-reading In re Chaussee, and the case it relied
upon, the Court is convinced that federal bankruptcy law (as
opposed to a state immunity) precludes the utilization of FDCPA for
allegedly false bankruptcy statement of claims by creditors. This
"falsity" would include both of plaintiff's arguments concerning an
invalid debt--statute of limitations and inflated nature of the
claim. Although this is not an issue directly raised by the motion
to dismiss, it was raised in the reply brief. Moreover, because
this motion is initially decided on Findings and Recommendations,
SLS might well be able to raise the issue on objections with
plaintiff being given an opportunity to oppose. Judicial efficiency
indicates that issue should be adjudicated now. The Motion to
Dismiss should be granted based on In re Chaussee.
In reviewing SLS's Reply Memorandum in support of its motion to
dismiss, the court was also of the opinion that principles of res
judicata and estoppel could apply.
Petitioner's bankruptcy adjudication was a decision on the merits.
The bankruptcy decision determined to dismiss the case based on
plaintiff's false statements and failure to prosecute. No one can
doubt that a false statement dismissal could be anything but a
decision on the merits. Moreover, failure to prosecute in a
bankruptcy action is a determination on the merits just as it is in
district court. Therefore, principles of res judicata should
apply.
In light of the foregoing, the court rules that Defendant SLS's
motion to dismiss is granted on the basis that a FDCPA claim cannot
be asserted on the basis that a debt listed by a creditor in a
bankruptcy proceeding is invalid. The complaint is also dismissed
on the alternative grounds of res judicata.
A full-text copy of Judge Hollows' Findings and Recommendations
dated Feb. 7. 2018 is available at https://is.gd/gm3E21 from
Leagle.com.
Rickie Walker, Plaintiff, pro se.
Specialized Loan Servicing, LLC, Defendant, represented by Timothy
Matthew Ryan, Ryan Firm.
Rickie Walker filed for Chapter 11 bankruptcy protection (Bankr.
E.D. Cal. Case No. 15-21393) on Feb. 24, 2015.
ROBAROSA CORP: Plan Payments From Proceeds of Sale of Property
--------------------------------------------------------------
Robarosa Corporation submits to the US Bankruptcy Court for the
Eastern District of Texas a disclosure statement which outlines its
Plan of Reorganization dated January 29, 2018.
The Debtor owns a 100% interest in the Property commonly known as
the 440 Ranch -- a 24 acres of land in Collin County, Texas. The
Debtor as obtained an appraisal on the Property (valued at
$2,700,000) dated May 2017.
Under the terms of the Plan, the Property will be sold to Ben Lange
for an amount sufficient to pay all creditors of the estate.
Pursuant to the terms of the agreement with Lange, Robarosa will
have the option to maintain the Property and repay Lange the
purchase price with interest at 6% per annum for a period of 15
months after closing.
Claimants in Class 1 through 6 are not impaired under the Plan. As
such, they are deemed to have accepted the Plan. All Class 5
creditors holding allowed unsecured claims will be paid in full on
the Effective Date from the proceeds of the sale of the Property.
A full-text copy of the disclosure statement is available at:
http://bankrupt.com/misc/txeb17-41622-32.pdf
About Robarosa Corp
Robarosa Corporation has an interest in a property located at 4381
Highway 377, in Aubrey, Texas, valued at $2.7 million. Robarosa is
currently owned by the Cooper Family Trust which has owned the
Property since 1992. The Debtor filed a Chapter 11 petition (Bankr.
E.D. Tex. Case No. 17-41622) on July 31, 2017. The petition was
signed by Gail Cooper, trustee of Master Hand Trust, the sole
shareholder.
Judge Brenda T. Rhoades presides over the case. Eric A. Liepins,
Esq., at Eric A. Liepins P.C. represents the Debtor.
At the time of filing, the Debtor estimates $2.75 million in assets
and $1.16 million liabilities.
ROBERT VERCHOTA: Proposes A Sale of Las Vegas Property for $1.4M
----------------------------------------------------------------
Robert John Verchota asks the U.S. Bankruptcy Court for the
District of Nevada to authorize him to enter into agreements for
the sale of his exempt real property located at 8365 S. Bonita
Vista Street, Las Vegas, NV 89148, APN 176-17-601-001, to any buyer
of his choosing offering a purchase price at or over $1.4 million.
A hearing on the Motion is set for March 28, 2018 at 1:30 p.m.
The Property is held by the Robert J. and Nancy J. Verchota Trust,
dated Oct. 16, 2002, of which the Debtor is the sole surviving
trustee.
Wells Fargo Bank, N.A., holds a First Deed of Trust ("DOT") against
the Property, and has filed a Proof of Claim in the amount of
$645,185. The Debtor does not dispute the First DOT. Wells Fargo
Bank holds a Second Deed of Trust against the Property, and has
filed a Proof of Claim in the amount of $246,089. The Debtor does
not dispute the Second DOT.
Prior to the commencement of the case, the Debtor became seriously
delinquent in his payments on the First DOT and Second DOT, and was
in danger of losing the Property to foreclosure sale. He sought to
sell the Property prior to the looming foreclosure date to preserve
what equity remained in the Property, and entered into an Exclusive
Authorization and Right to Sell, Exchange, or Lease Brokerage
Listing Agreement with Signature Real Estate Group dated Jan. 20,
2017.
Wells Fargo Bank informed the Debtor that they would not consider
delay of any foreclosure proceeding without his first submitting a
signed purchase agreement with proof of funds.
On May 25, 2017, the Debtor received a Real Estate Purchase
Agreement from Investor Equity Homes, LLC for the Property, with a
purchase price of $1.4 million. Signature Real Estate assured the
Debtor verbally and by email correspondence that Proof of Funds
would be obtained from Investor Equity Homes. Signature Real
Estate failed to obtain Proof of Funds from Investor Equity Homes.
Upon inquiry, Investor Equity Homes was unwilling and/or unable to
provide Debtor with Proof of Funds, which was needed to try to
persuade Wells Fargo to delay the foreclosure sale. Given the very
short amount of time available, Investor Equity Homes was also
unwilling and/or unable to close on the sale prior to the
foreclosure sale date.
The Debtor filed the instant case to save the Property from
foreclosure sale. After deliberation, Debtor instructed Signature
Real Estate and Fidelity Title to terminate the escrow file that
had been opened for the Investor Equity Homes offer. Were it not
for the looming foreclosure sale, he would not have filed for
bankruptcy protection, as all his assets are exempt from execution,
and his only income is social security income.
The Debtor's only option to fund a Plan of Reorganization is to add
new value to the estate from the sale of exempt assets held by the
Debtor's Trust, and, being unable to bring current or maintain the
First DOT and Second DOT, Debtor has chosen to add new value by
sale of the exempt Property held by the Trust. He considered
employing in this case Signature Real Estate, however he remained
unsettled by the serious errors made by Signature Real estate prior
to the filing of the bankruptcy, including failure to obtain proof
of funds as promised.
Furthermore, having received several competitive offers to purchase
the Property based on a "For Sale By Owner" sign he personally
posted on the Property, the Debtor determined he does not want to
employ Signature Real Estate or any other real estate brokerage
firm to assist in marketing the Property. He has approximately 70
years' experience negotiating real estate transactions. The Debtor
also relies upon the advice of his son, Robert R. Verchota, who is
an Illinois attorney with extensive experience with real estate
transactions.
The Debtor has received in excess of three offers to purchase the
Property as a result of the "For Sale by Owner" sign he placed on
the Property, which offers he believes to be credible, viable
offers. He received an offer from Siavash Saadi for the Property,
with a purchase price of $1,475,000 including 2 years post-closing
tenancy for the Debtor. He received an offer from Riaz Rohani for
the Property, with a purchase price of $1.4 million including 2
years post-closing tenancy for the Debtor. The Debtor received an
offer from World Investment Network for the Property, with a
purchase price of $1.55 million. He also received an Amendment to
Investor Equity Homes' purchase agreement as a proposed Stalking
Horse bid, which Amendment proposes a $25,000 break-up fee and 2
years post-closing tenancy for the Debtor.
The Debtor's ultimate objective with the sale of the Property, an
asset of the exempt Trust, is to both obtain funds to live off of
and fund a Plan of Reorganization, and also to continue to occupy,
for as long as possible, the home he and his now deceased wife
built over 25 years ago.
On May 16, 2013, Craig Orrock, a disputed unsecured creditor,
recorded document 201305160001509 entitled "Notice of Claim of
Lien" against the Property on behalf of Great White Investments NV
Inc. k/k/a/ Great White Strategies Inc. (whose Nevada charter has
been revoked). On Sept. 5, 2017, Orrock, after commencement of the
Debtor's bankruptcy proceeding, on behalf of Great White Strategies
Inc, recorded document 201709050002148 entitled "Equitable Lien,
Change of Address, Non-Compliance with NRS 107080(2)(a)(2)" against
the Property.
On Sept. 27, 2017, Orrock filed a Proof of Claim in the amount of
$175,000 as an unsecured claim. Orrock, in his Reply to Debtors
Opposition to Motion to Convert Case to Chapter 7 or in the
Alternative to Dismiss Debtors Bankruptcy Pursuant to 11 U.S. Code
1112, states that he is not asserting any rights under the
equitable lien against the Debtor's property.
In direct opposition to Orrock's filed proof of claim and the
Orrock Reply, Orrock transmitted correspondence to the Debtor's
counsel dated Feb. 14, 2018 wherein Orrock offers to sell "the
equitable lien claim for $50,000 cash at closing." The Debtor has
filed an Objection to Craig Orrock's Claim No. 7 and Motion for
Order Avoiding Claimed "Equitable Liens," which objection is set to
be heard March 21, 2018.
The Debtor by the proposed sale asks to voluntarily sell his home
to give him access to cash, through his exempt Trust, with which he
can add new value to the estate for plan purposes. Without the
sale of exempt assets, the Debtor has no means to fund any plan of
reorganization. He therefore asks that the Court grants him
authority to enter into agreements for sale of his exempt Property
as appropriate, and for authority to sell the Property to any buyer
of his choosing offering a purchase price at or over $1.4 million.
A copy of the Listing Agreement attached to the Motion is available
for free at:
http://bankrupt.com/misc/ROBERT_VERCHOTA_52_Sales.pdf
The Realtor:
Betty Gammon
SIGNATURE REAL ESTATE
9310 Sun City Blvd Suite 101
Las Vegas, NV 89134
Telephone: (702) 478-7826
Facsimile: (702) 255-0700
E-mail: BettyGammon@cox.net
Counsel for the Debtor:
Matthew L. Johnson, Esq.
Russell G. Gubler, Esq.
JOHNSON & GUBLER, P.C.
Lakes Business Park
8831 West Sahara Avenue
Las Vegas, Nevada 89117
Telephone: (702) 471-0065
Facsimile: (702) 471-0075
E-mail: mjohnson@mjohnsonlaw.com
Robert John Verchota sought Chapter 11 protection (Bankr. D. Nev.
Case No. 17-14302) on Aug. 8, 2017. The Debtor tapped Matthew L.
Johnson, Esq., at Johnson & Gubler, P.C., as counsel.
ROCKDALE HOSPITALITY: Taps Joyce W. Lindauer as Legal Counsel
-------------------------------------------------------------
Rockdale Hospitality, LLC, seeks approval from the U.S. Bankruptcy
Court for the Western District of Texas to hire Joyce W. Lindauer
Attorney, PLLC, as its legal counsel.
The firm will assist the Debtor in the preparation of a plan of
reorganization and will provide other legal services related to its
Chapter 11 case.
Joyce Lindauer, Esq., owner of the firm, charges an hourly fee of
$395. Contract attorneys Sarah Cox, Esq., and Jeffery Veteto,
Esq., charge $225 per hour and $185 per hour, respectively. The
hourly rates for paralegals and legal assistants range from $65 to
$125.
The firm received a retainer of $10,000, plus $1,717 for the filing
fee.
Ms. Lindauer disclosed in a court filing that she and the members
of her firm and contract attorneys are "disinterested" as defined
in section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Joyce W. Lindauer, Esq.
Sarah M. Cox, Esq.
Jeffery M. Veteto, Esq.
JOYCE W. LINDAUER ATTORNEY, PLLC
12720 Hillcrest Road, Suite 625
Dallas, TX 75230
Tel: (972) 503-4033
Fax: (972) 503-4034
E-mail: joyce@joycelindauer.com
About Rockdale Hospitality
Rockdale Hospitality, LLC, a small business debtor as defined in 11
U.S.C. Section 101(51D), is in the traveler accommodation
business.
Rockdale Hospitality, doing business as Days Inn, filed a Chapter
11 petition (Bankr. W.D. Tex. Case No. 18-60100) on Feb. 13, 2018.
In the petition signed by Kamlesh Patel, manager, the Debtor
estimated assets and liabilities at $1 million to $10 million. The
case is assigned to Judge Ronald B. King. Joyce W. Lindauer
Attorney, PLLC, is the Debtor's counsel.
ROGERS & SON: Approval Hearing on Disclosures Set for April 26
--------------------------------------------------------------
Judge Robert N. Opel, II of the U.S. Bankruptcy Court for the
Middle District of Pennsylvania will convene a hearing on April 26,
2018 at 10:00 AM to consider approval of the disclosure statement
filed by Rogers & Son Lawn Care & Landscaping, LLC dba Affordable
Tree Services on Feb. 16, 2018.
March 23, 2018 is fixed as the last day for filing and serving
written objections to the disclosure statement.
About Rogers & Son Lawn Care
Rogers & Son Lawn Care & Landscaping, LLC, doing business as
Affordable Tree Services, filed a Chapter 11 bankruptcy petition
(Bankr. M.D. Pa. Case No. 17-00367) on Feb. 1, 2017. In the
petition signed by its sole member, Norman R. Rogers, the Debtor
estimated assets and liabilities ranging from $100,000 to $500,000.
Lawrence V. Young, Esq., at CGA Law Firm, serves as the Debtor's
bankruptcy counsel.
ROGERS & SON: Unsecureds to Get 12% Distribution of Allowed Claims
------------------------------------------------------------------
Rogers & Son Lawn Care & Landscaping, LLC, filed with the U.S.
Bankruptcy Court for the Middle District of Pennsylvania a small
business disclosure statement in connection with its chapter 11
plan of reorganization dated Feb. 16, 2018.
The Debtor is a limited liability corporation that was formed in
2006 for the purpose of owning and operating lawn care and tree
maintenance equipment and all related businesses.
Under the plan, general unsecured creditors are classified in Class
3 and will receive a distribution of approximately 12% of their
allowed claims to be distributed as follows:
Because of the seasonal nature of the Debtor's business, the Debtor
will dedicate the amount of $250 per month from December through
March and $500 per month from April through November, creating a
total amount of $5,000 per year to be distributed to non-priority
unsecured creditors. These payments will continue for a period of
60 months, for a total of $25,000 to be distributed to non-priority
unsecured creditors.
Payments and distributions under the Plan will be funded by the
following:
The Debtor will continue to operate its business of leasing
equipment to Affordable Lawn Care & Landscaping, LLC and will fund
the Plan with cash flow from the continued operation.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/pamb1-17-00367-83.pdf
About Rogers & Son Lawn Care
Rogers & Son Lawn Care & Landscaping, LLC, doing business as
Affordable Tree Services, filed a Chapter 11 bankruptcy petition
(Bankr. M.D. Pa. Case No. 17-00367) on Feb. 1, 2017. In the
petition signed by its sole member, Norman R. Rogers, the Debtor
estimated assets and liabilities ranging from $100,000 to $500,000.
Lawrence V. Young, Esq., at CGA Law Firm, serves as the Debtor's
bankruptcy counsel.
ROTINI INC: Taps Essential Financial as Consultant
--------------------------------------------------
Rotini, Inc. and TK Restaurant Management, Inc., filed separate
applications seeking approval from the U.S. Bankruptcy Court for
the District of Columbia to hire Essential Financial Consulting
Group as consultant.
The firm will assist the Debtor in assessing, analyzing and, if
necessary, disputing the taxes claimed due and owing by the
District of Columbia Office of Tax and Revenue.
D'Maz Lumukanda, owner of Essential Financial, will charge an
hourly fee of $150 for his services.
Mr. Lumukanda disclosed in a court filing that he and his firm do
not have any interest adverse to the Debtor and its bankruptcy
estate.
Essential Financial can be reached through:
D'Maz V. Lumukanda
Essential Financial Group
9609 Woodyard Circle
Upper Marlboro, MD 20772
Tel: 202-438-2127
E-mail: essentialfinacial@gmail.com
About Rotini Inc.
Located in Washington, DC, Rotini Inc. is a small business debtor
as defined in 11 U.S.C. Section 101(51D) and is engaged in the
restaurants business. It first sought bankruptcy protection on
June 14, 2013 (Bankr. D.D.C. Case No. 13-00380) and then on Sept.
23, 2014 (Bank. D.D.C. Case No. 14-00514).
Rotini, Inc., and affiliate TK Restaurant Management, Inc., sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. D.D.C.
Case Nos. 17-00270 and 17-00269) on May 6, 2017. In the petitions
signed by president Karen Kowkabi, Rotini estimated assets of less
than $50,000 and liabilities of $1 million to $10 million, and TK
Restaurant estimated assets of less than $50,000 and liabilities of
less than $1 million.
Judge S. Martin Teel, Jr. presides over the cases.
Gilman & Edwards, LLC, is the Debtors' bankruptcy counsel.
SANMINA CORP: Moody's Affirms 'Ba1' CFR & Revises Outlook to Stable
-------------------------------------------------------------------
Moody's Investors Service affirmed Sanmina Corporation's Corporate
Family Rating at Ba1 and changed the rating outlook to stable from
positive. As part of the rating action, Sanmina's Probability of
Default Rating was affirmed at Ba1-PD, and the senior secured notes
ratings were affirmed at Ba1. The Speculative Grade Liquidity
Rating was also affirmed at SGL-1, indicating very good liquidity.
RATINGS RATIONALE
The change in outlook reflects the unexpected revenue decline
reported for Sanmina's 1st fiscal quarter ended December 2017 and
reduced revenue guidance through the 2nd fiscal quarter ending
March 2018 due to a number of push-outs and cancellations primarily
in the communications segment as well as below expected results
from new programs. As a result, cash flow from operations for
1Q2018 was $8 million compared to $54 million in 1Q2017 with free
cash flow of negative ($40 million) compared to positive $32
million, respectively. Despite good EBITDA margins and progress in
diversifying revenues, Moody's believes that Sanmina's revenues and
cash flow are vulnerable to volatility in the EMS industry and the
potential for changes in the timing of demand across one or more
programs. The stable outlook incorporates Moody's expectation that
operating performance will track Moody's base case reflecting
revenue and free cash flow growth over the next 12 months, albeit
at a lower rate than previously expected, while maintaining low
financial leverage.
Ratings are supported by the company's industry-leading operating
margins generated from customer contracts requiring complex
engineering and manufacturing capability, and encompassing a broad
range of vertically-integrated solutions. Although Sanmina has been
diversifying away from its historic dependence on communications
and computing customers, with a stronger presence in the defense,
industrial and healthcare sectors, the company remains vulnerable
to push outs, cancellations and the ongoing need to invest in new
programs.
US-based electronics manufacturing services ("EMS") companies have
improved their resiliency as the industry has evolved from contract
manufacturing to being a provider of full supply chain services
with greater design & build collaboration with its customers;
however, the EMS sector can be negatively impacted by volatility
resulting from limited demand visibility, customer concentration,
high fixed costs associated with maintaining manufacturing
operations to serve customers across the globe, and the need for
upfront investments in new programs with uncertain timing for
returns. These risks have been only partial offset over the last
few years as EMS providers became more fully integrated within the
overall supply chains of their customer base.
Sanmina has a global manufacturing footprint with facilities
located in low cost regions, and is growing vertically-integrated
operations and end-to-end product life cycle capabilities which
have expanded its profitability, improved returns on invested
capital, and supported debt ratings despite the still persistent
volatility in the EMS industry. Ratings are constrained by
Sanmina's scale which positions it in the number three market
position among Western EMS firms behind the much larger Flex Ltd.
and Jabil Inc. Ratings are also tempered by the relatively high
customer concentration that is endemic in the EMS industry (with
Sanmina's ten largest customers representing roughly 50% of
revenues). Still, Moody's believes that Sanmina's future growth
will be accomplished organically with acquisition activity limited
to augmenting its production and design capabilities resulting in a
low risk of a large debt-financed acquisition in the near term.
Sanmina's SGL-1 speculative grade liquidity rating reflects very
good liquidity, supported by Moody's expectation that the company
will maintain cash balances of at least $400 million (cash balances
were $405 million as of December 30, 2017). Moody's also expects
the company to generate positive free cash flow of more than $175
million in FY2018. Sanmina has no near-term debt maturities, with
ample availability under its $500 million revolving credit facility
(increased from $375 million and extended to 2023 on February 1,
2018). Individual debt instrument ratings are based on the
probability of default, reflected in the Ba1-PD rating, as well as
the expected loss given default of the individual debt instrument.
The senior secured notes are rated Ba1 (LGD-4), in line with the
CFR.
What Could Change the Rating - Up
Sanmina's ratings could be considered for an upgrade if the company
demonstrates a long term commitment to conservative financial
policies, delivers consistently solid operating performance, and
Moody's believes the revenue base is sufficiently diversified to
absorb demand volatility from one or more sectors including
traditional EMS businesses. In addition, an upgrade could be
considered if adjusted total debt to EBITDA remains below 2.5x with
core operating margins expected to remain comfortably above 3.5%
(Moody's adjusted).
What Could Change the Rating - Down
Ratings could be downgraded if Sanmina experiences material
customer/program losses without offsetting increases in new
customer wins/program ramps, reports a sustained decline in core
operating margins to less than 3% (Moody's adjusted), or adjusted
total debt to EBITDA is sustained above 3.5x (Moody's adjusted).
Rating Actions:
-- Corporate Family Rating - Affirmed at Ba1
-- Probability of Default Rating - Affirmed at Ba1-PD
-- Sr Secured Notes - Affirmed at Ba1 (LGD4) from (LGD3),
change reflects increase in revolver to $500 million
(unrated)
-- Speculative Grade Liquidity Rating - Affirmed at SGL-1
-- Outlook changed to Stable from Positive
The principal methodology used in these ratings was Distribution &
Supply Chain Services Industry published in December 2015.
Based in San Jose, CA, Sanmina Corporation is one of the world's
largest electronics manufacturing services (EMS) companies
providing a full spectrum of integrated, value-added solutions to
original equipment manufacturers (OEMs).
SCOTTISH HOLDINGS: U.S. Trustee Forms Three-Member Committee
------------------------------------------------------------
Andrew Vara, acting U.S. trustee for Region 3, on Feb. 20 appointed
three creditors to serve on the official committee of unsecured
creditors in the Chapter 11 case of Scottish Holdings, Inc.
The committee members are:
(1) Wilmington Trust Corporation as Indenture Trustee
Attn: Rita Marie Ritrovato & Steven Cimalore
1100 N Market Street
Wilmington, DE 19890
Tel: (302) 636 5137
Fax: (302) 636-4140
(2) Hildene Opportunities Master Fund, Ltd.
Attn: Jennifer Nam
700 Canal Street, Suite 12C
Stamford, CT 06902
Tel: (203) 517-2555
Fax: (203) 517-2548
(3) Security Life of Denver Insurance Co.
Attn: John Longwell, Esq.
901 K Street, Suite 220
Washington, D.C. 20001
Tel: (202) 383-1772
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 Scottish Holdings and Scottish Annuity
& Life Insurance Company (Cayman)
Scottish Holdings, Inc., and Scottish Annuity & Life Insurance
Company (Cayman) operate as subsidiaries of Scottish Re Group Ltd.
Scottish Re Group Limited -- http://www.scottishre.com/-- is a
holding company organized under the laws of the Cayman Islands with
its principal executive office in Bermuda. Through its operating
subsidiaries, the company is engaged in the reinsurance of life
insurance, annuities and annuity-type products. These products are
written by life insurance companies and other financial
institutions primarily located in the United States. Scottish Re
Group has operating companies in Bermuda, Ireland, and the United
States.
Scottish Holdings and Scottish Annuity sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No.
18-10160) on Jan. 28, 2018. In the petition signed by CEO Gregg
Klinenberg, the Debtor estimated assets and liabilities of $1
billion to $10 billion.
The Debtors hired HOGAN LOVELLS US LLP as bankruptcy counsel;
MORRIS, NICHOLS, ARSHT & TUNNELL LLP as co-counsel; MAYER BROWN LLP
as special counsel; and KEEFE, BRUYETTE & WOODS, INC., as
investment banker.
SEABURY OG: Fitch Affirms 'BB' Rating on 2016 A&B Revenue Bonds
---------------------------------------------------------------
Fitch Ratings has affirmed the 'BB' rating on the following revenue
bonds issued by the State of Connecticut Health and Educational
Facilities Authority on behalf of Church Home of Hartford, Inc.
D/B/A Seabury (Seabury OG):
-- $52,515,000 Healthcare Facility Expansion Issue (Church Home
of Hartford Incorporated Project), series 2016A fixed rate
bonds;
-- $9,250,000 Healthcare Facility Expansion Issue (Church Home of
Hartford Incorporated Project), series 2016B-1 tax exempt
mandatory paydown securities (TEMPS-80SM); and
-- $13,500,000 Healthcare Facility Expansion Issue (Church Home
of Hartford Incorporated Project), series 2016B-2 tax exempt
mandatory paydown securities (TEMPS-50SM).
Fitch has also affirmed at 'BB' the rating on the following parity
bonds issued on behalf of Seabury OG:
-- $32,410,000 Public Finance Authority healthcare facility
expansion/refunding bonds (Church Home of Hartford
Incorporated Project), series 2015A.
The Rating Outlook is Stable.
SECURITY
Pledge of gross revenues of the obligated group (OG), a mortgage
and debt service reserve fund.
KEY RATING DRIVERS:
PROJECTS PROGRESSING: Seabury OG is nearing completion of a three
part, $75 million campus repositioning and independent living (IL)
expansion. The projects are progressing on time and on budget.
Phase A, which included new and renovated dining venues and front
entrance, was completed as expected during the summer of 2017. A
total of 68 new IL units were constructed as part of phase B, which
opened in December 2017. About 85% of total new IL units were
pre-sold and 34 were occupied as of the end of January, which was
well ahead of feasibility projections. Assisted living (AL) and
skilled nursing facility (SNF) projects will be completed as part
of the final phase C, which is ongoing.
WEAKENED, BUT ADEQUATE FINANCIAL PROFILE: Seabury OG's financial
profile marginally deteriorated in FY17, but remains adequate for
the rating level. Operating ratio and net operating margin-adjusted
of 112.4% and 7.0%, respectively in FY17, compared to 102.5% and
8.2% in FY16, mostly reflecting higher than average attrition in
AL, as well as some continuing disruption from project
construction. Liquidity deteriorated somewhat as well, with
unrestricted cash and investments of $18.5 million at Sept. 30,
2017, equating to 240 days cash on hand (DCOH) and 16.8% cash to
debt, compared to about $21 million in unrestricted cash and
investments, 292 DCOH and 18.5% cash to debt at fiscal year-end
2016.
HIGHLY LEVERAGED: Seabury OG's debt metrics remain stressed as a
result of its sizeable borrowing in 2016. Debt to EBITDA was
extremely high at about 30x in FY17, with expectations for Seabury
OG's debt burden to improve but remain elevated even after its $23
million short-term debt is paid down from the initial entrance fees
on the new IL units. Maximum annual debt service (MADS) as a
percentage of revenue in FY17 was 19.6%, with MADS coverage at a
very thin 0.6x. However, coverage of actual debt service of $2.7
million was better at 1.3x. These ratios should improve with the
additional monthly service revenues from the new IL units. MADS
will not be tested until 2021, after the IL units are filled and
stabilized.
GOOD MARKET POSITION: There is competition in the service area.
However, Seabury OG's long operating history and entrance fees
pricing, which are in line with area housing prices and competitor
pricing, has kept occupancy high. Seabury OG markets itself as an
active community, which has attracted younger seniors. Seabury OG's
average age of IL entry is below 80. The combination of the lower
age of entry and Seabury OG's active community has resulted in
average yearly turnover that is much lower than the sector average
of approximately 15%.
RATING SENSITIVITIES
OPERATING IMPROVEMENT EXPECTED: The rating and outlook reflect
Fitch's expectation that project stabilization of the expanded
health center and new IL units will be financially accretive and
result in stabilization, if not improvement of Church Home of
Hartford, Inc. D/B/A Seabury's (Seabury OG's) profitability and
liquidity metrics. Failure of financial performance to stabilize or
further deterioration in Seabury OG's financial profile in FY18
could be cause for negative rating action.
PROJECT COMPLETION; DEBT PAYDOWN: The opening of phases A and B
mitigates some of the construction and project management risks
from Seabury OG's sizeable capital project. However, the rating
could still come under negative pressure if any of the remaining
project elements result in cost overruns or service disruptions, or
if Seabury OG experiences slow fill up of the new IL units. Seabury
OG's credit risk profile will remain stressed until it pays down
$23 million in short-term debt.
SHAPE TECHNOLOGIES: S&P Affirms 'B' CCR, Outlook Stable
-------------------------------------------------------
S&P Global Ratings affirmed its 'B' corporate credit rating on
U.S.-based waterjet pump manufacturer Shape Technologies Group Inc.
The outlook remains stable.
S&P said, "At the same time, we affirmed our 'B' issue-level rating
on the company's 7.625% senior secured notes due 2020. The '4'
recovery rating remains unchanged, indicating our expectation for
average recovery (30%-50%; rounded estimate: 40%) of principal in
the event of a payment default.
"The affirmation follows our reassessment of Shape Technologies'
business risk profile, which we now view as somewhat stronger
because the company has grown its revenue and--most
importantly--increased the proportion of its revenue that it
derives from the aftermarket. We believe that Shape's investments
to develop new product lines, its recent acquisitions, and its
increased focus on aftermarket parts and services have improved its
scale, scope, and diversification. In addition, we believe that
these factors have potentially caused the company's cash flows to
become more stable and predictable.
"The affirmation also reflects our reassessment of the company's
financial policy (to FS-6 from FS-5) given that it is owned by a
financial sponsor and its leverage has been as high as 6.0x
debt-to-EBITDA following certain investments in recent years.
Consequently, we assess Shape's financial risk profile as highly
leveraged despite our expectation that its leverage will improve
toward 4.5x over the next 12 months (from about 6.0x as of Sept.30,
2017).
"The stable outlook on Shape Technologies reflects our expectation
that the company's earnings will benefit from favorable global
economic conditions, its broadened product offering, and its
increased proportion of aftermarket revenue such that its S&P
adjusted-to-EBITDA metric will remain in the 4.5x-5.0x range over
the next 12 months.
"We could lower our ratings on Shape Technologies if we expect that
weaker conditions in its end markets, operational challenges
(including the integration of recent acquisitions), or continued
debt-funded acquisitions will cause its S&P adjusted debt-to-EBITDA
to increase above 6.5x with limited near-term prospects for
improvement. We could also lower our ratings if the company is
unable to refinance its ABL facility over the next quarter or two
(as we currently expect) because this would raise questions about
its ability to repay its outstanding debt.
"An upgrade is unlikely in the next 12 months. However, we could
raise our ratings on Shape if a stronger-than-expected operating
performance improves the company's credit measures and management
demonstrates less aggressive financial policies that would allow it
to maintain leverage of less than 5x on a sustained basis."
SHUTTERFLY INC: Moody's Confirms Ba3 CFR & Revises Outlook to Neg.
------------------------------------------------------------------
Moody's Investors Service has confirmed Shutterfly, Inc.'s Ba3
Corporate Family Rating (CFR), Ba3 bank credit facility ratings and
B1-PD Probability of Default Rating (PDR). In connection with this
rating action, Moody's assigned a Ba3 rating to the company's
proposed incremental term loan B-2. The rating outlook is changed
to negative. This concludes the ratings review that commenced on
January 31, 2018.
Proceeds from the new term loan plus cash balances will be used to
fund the Lifetouch acquisition ($825 million) plus fees and
expenses (estimated at approximately $50 million). Lifetouch, is
the US market leader in school photography.
Following is a summary of rating actions:
Issuer: Shutterfly, Inc.
Ratings Confirmed:
-- Corporate Family Rating -- Ba3
-- Probability of Default Rating -- B1-PD
-- $200 Million Senior Secured Revolving Credit Facility due
August 2022 -- Ba3 (LGD3)
-- $300 Million Senior Secured Delayed Draw Term Loan B due August
2024 -- Ba3 (LGD3)
Rating Assigned:
$825 Million Senior Secured Incremental Term Loan B-2 due August
2024 -- Ba3 (LGD3)
Outlook Actions:
-- Outlook, Changed To Negative From Rating Under Review
The incremental term loan will be executed via an amendment under
the existing credit agreement. Ratings are subject to review of
final documentation and no material change to the terms and
conditions of the transaction as advised to Moody's.
RATINGS RATIONALE
The revision of the rating outlook to negative reflects the
significant increase in debt that elevates pro forma financial
leverage to an estimated 4.1x (incorporating Moody's adjustments,
pro forma for Lifetouch's LTM EBITDA contribution and repayment of
the convertible notes in May 2018 with excess cash), which is just
above the 4x downgrade trigger and well outside the 2x-3x range
(Moody's adjusted) that Moody's expected during the 18-month period
following the new rating assignment less than seven months ago.
Shutterfly management has publicly committed to temporarily suspend
its stock repurchase program and use free cash flow to repay
acquisition debt at a faster-than-normal pace. The company plans to
make sizable voluntary debt repayments in excess of mandatory
repayments and is expected to quickly return to 2x debt to adjusted
EBITDA (equivalent to roughly 2.9x Moody's adjusted) within 18-24
months.
However, the timing for the planned annual voluntary repayments
weighs on the negative outlook. The first voluntary repayment will
occur in the fourth calendar quarter of 2018 with future repayments
occurring each subsequent Q4 when cash levels are at a seasonal
peak. Because financial performance is highly reliant on Q4
operating results (when Shutterfly produces virtually all of its
earnings), if profitability falls short of forecasts it could lead
to lower-than-expected debt repayments and delay deleveraging. The
negative outlook also considers that the integration plan and run
rate cost synergies will be fully realized beyond the rating
horizon (i.e., three years after transaction close).
The Ba3 CFR reflects Shutterfly's leadership position and
manufacturing scale in the online market for personalized photo
products and services, which Moody's views as an entry barrier.
Shutterfly has a vertically-integrated operation with a fixed-cost
infrastructure, offers a broad range of customized products and
provides a seamless user experience. Collectively, these attributes
create a strong competitive advantage, establish low customer
acquisition costs and facilitate recurring customer usage.
Historically conservative financial leverage, high conversion of
EBITDA to free cash flow and good liquidity also support the
rating.
The Ba3 rating also embeds the company's revenue exposure to
cyclical consumer discretionary spending, a highly seasonal
business with idled capacity during non-peak selling periods and
absence of meaningful international diversification. The rating is
further constrained by the lack of pricing power, indicated by low
operating margins in the 3-5% range. Shutterfly operates in an
intensely competitive marketplace, which relies on heavy product
discounting during the first nine months of the year when consumer
demand is seasonally weak compared to the peak fourth quarter. The
SBS business, which caters to enterprise customers, utilizes idle
digital press capacity for variable and customized print products
to offset weak consumer demand and minimize operating losses during
the January-September timeframe. There is a risk that certain
consumer product categories will become commoditized as new
products, services and methods for personalizing and sharing photos
evolve. As such, the company must continually offer a meaningful
value proposition associated with new products, innovation,
quality, customer service and rapid customer order fulfillment to
offset declines in legacy products and competitive pricing
pressures.
With Lifetouch, Shutterfly's revenue will nearly double to just
over $2 billion. Moody's view the purchase as a scale enhancing
acquisition that provides Shutterfly with a new and diversifying
revenue stream in the relatively stable school photography market
characterized by recurring cash flows. It also provides an
opportunity to extend Shutterfly's reach into new consumer markets
and potentially cross-sell its wide selection of personalized
photo-based products to the parents of school children during
important life milestones. Lifetouch serves over 50,000 schools
with access to more than 10 million households, which will be
additive to Shutterfly's 10 million active customers. Moody's view
the stability and predictability of the Lifetouch assets as a
credit positive that offset's Shutterfly's large consumer business,
which has struggled to lift organic revenue growth due to secular
decline in its print-based products as consumers increasingly adopt
digital- and cloud-based photo products and services.
The rating takes into account the complementary nature of
Lifetouch's manufacturing assets. Like Shutterfly, Lifetouch, is a
vertically-integrated operation. Management anticipates it can
drive cost savings from scale purchasing of raw materials and
reduced outsourcing, and increase utilization and manufacturing
platform sharing with a goal of accelerating Lifetouch's customer
order-taking to an online order system. Shutterfly plans to sunset
Lifetouch's ESOP and redirect a portion of the cash that was
previously consumed by the ESOP to new technology investments, back
office systems for public company controls and reporting, stock
based compensation and a 401(K) match to replace the ESOP
dividend.
Moody's does not expect Lifetouch to materially improve
Shutterfly's profitability and cash flow generation during the
operating loss-producing period from January to September.
Lifetouch's peak selling season is in the September/October
timeframe whereas Shutterfly's peak customer demand occurs in
November/December. The complementary peak selling seasons will now
extend across four months rather than two months, which will help
improve capacity utilization and access to seasonal hires. Moody's
estimate Lifetouch generates most of its operating income and all
of its free cash flow in last four months of the year.
Consequently, Moody's expect the bulk of combined company earnings
to still occur in the final three months of the year. Moody's
project Shutterfly will produce meaningful positive free cash flow
in the October-December quarter, which will more than offset
negative free cash flow produced from January to September. The
$200 million revolving credit facility, which Moody's expect to
remain undrawn, improves the company's liquidity profile.
What Could Change the Rating -- Up
Given absence of a deleveraging track record via debt repayment,
the rating outlook could be stabilized if Shutterfly demonstrates
debt reduction and EBITDA expansion, with leverage approaching 3x
total debt to EBITDA (Moody's adjusted), and commitment to
sustaining solid credit metrics and a conservative financial
profile consistent with the Ba3 rating. Ratings could be upgraded
if Shutterfly exhibits organic revenue growth consistent with US
online retail sales growth and EBITDA margin expansion leading to
sustained reduction in total debt to EBITDA leverage below 2x
(Moody's adjusted). The company would also need to improve the
business model such that operating earnings and free cash flow are
produced more evenly throughout the year with free cash flow to
adjusted debt of at least 25%. A good liquidity position and
continued prudent financial policies would also be essential to be
considered for an upgrade.
What Could Change the Rating -- Down
Ratings could experience downward pressure if financial leverage is
sustained above 4x (Moody's adjusted) or if EBITDA growth is
insufficient to maintain positive free cash flow generation.
Shutterfly could also be downgraded if market share erodes,
customer/total order growth slows materially or declines, average
order value deteriorates and/or customer acquisition costs increase
substantially resulting in operating margin erosion, liquidity
weakens, or the company engages in acquisitions or
shareholder-friendly actions that increase leverage.
The principal methodology used in this rating was Business and
Consumer Service Industry published in October 2016.
Headquartered in Redwood City, CA, Shutterfly, Inc. is a leading
online manufacturer and retailer of personalized consumer photo
products and services through premium brands such as Shutterfly
(photo books, personalized holiday cards, announcements,
invitations, stationery and home decor products); and Tiny Prints
Boutique (online cards and stationery boutique offering stylish
announcements, invitations and personal stationery). The company's
SBS business unit provides customized direct marketing and variable
print-on-demand solutions to enterprise customers. Revenue totaled
$1.19 billion for the fiscal year ended December 31, 2017.
SKYPATROL LLC: U.S. Trustee Forms Three-Member Committee
--------------------------------------------------------
Daniel M. McDermott, U.S. Trustee for Region 21, on Feb. 20
appointed three creditors to serve on the official committee of
unsecured creditors in the Chapter 11 case of Skypatrol, LLC,
The committee members are:
(1) Tami F. Johanson
Vice President & Assistant General Counsel
Laird Technologies, Inc.
8100 Industrial Park Drive
Grand Blanc, MI 48439
Tel: (810) 344-2190
E-mail: tami.johanson@lairdtech.com
(2) Phillip B. Courten
Telegraph Hill Advisors, LLC (THA)
1424 Kearny Street
San Francisco, CA 94133
Tel: (917) 363-3635
E-mail: phillip@telehilladvisors.com
(3) Paul J. Schwiep, Partner
Coffey Burlington, P.L.
2601 South Bayshore Drive, PH 1
Miami, FL 33133
Tel: (305) 858-2900
Fax: (305) 858-5261
E-mail: Pschwiep@coffeyburlington.com
YVB@Coffeyburlington.com
Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense. They may investigate the debtor's business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.
About Skypatrol
Skypatrol, LLC -- https://www.skypatrol.com/ -- provides integrated
Global Positioning System (GPS) tracking solutions serving many
markets including vehicle finance, fleet management, mobile asset
tracking, automobile dealerships, outdoor sports and motor sports.
Skypatrol has built innovative GPS tracking and fleet management
software tools uniquely combined with its proprietary GPS hardware
and software to help businesses monitor, protect and optimize
mobile assets in an increasingly machine-to-machine world.
Skypatrol systems operate on a wide variety of platforms including
Global System for Mobiles (GSM) and Code Division Multiple Access
(CMDA) cellular networks and dual mode Iridium satellite devices.
The Company was established in 2002 and is based in Miami,
Florida.
Skypatrol filed a Chapter 11 petition (Bankr. S.D. Fla. Case No.
17-24842) on Dec. 13, 2017. In the petition signed by CEO Robert
D. Rubin, the Debtor disclosed $3.63 million in total assets and
$7.39 million in total liabilities.
The case is assigned to Judge Robert A. Mark.
The Debtor's bankruptcy attorney is Joel L. Tabas, Esq., at Tabas &
Soloff, P.A. The Debtor tapped the Law Offices of Robert P.
Frankel, P.A., as special litigation counsel.
SOIL SAFE: Ares Values $30.5 Million Loan at 13% of Face
--------------------------------------------------------
Ares Capital Corporation has marked its $30.5 million loan extended
to privately held Soil Safe, Inc. and Soil Safe Acquisition Corp.
to market at $4 million or about 13% of the outstanding amount, as
of Dec. 31, 2017, according to a disclosure contained in a Form
10-K filing with the Securities and Exchange Commission for the
fiscal year ended Dec. 31, 2017.
Ares extended to Soil Safe, Inc. and Soil Safe Acquisition Corp. a
senior subordinated loan, with $30.5 million par value. The loan
is due December 2020.
As of Dec. 31, 2017, the loan was on non-accrual status.
Ares also provided the Company with these loans:
-- First lien senior secured revolving loan;
-- First lien senior secured loan ($22.0 million par due
January 2020 at 8.00% (Libor + 6.25%/Q) and $22.0 million
fair value at December 31, 2017);
-- Second lien senior secured loan ($12.7 million par due
June 2020 at 10.75% (Libor + 7.75%/Q) and $12.7 million
fair value at December 31, 2017);
-- Senior subordinated loan ($36.7 million par due December
2020 at 16.50% PIK) and $36.7 million fair value at
December 31, 2017); and
-- Senior subordinated loan ($31.5 million par due December
2020 at 14.50% PIK) and $31.5 million fair value at
December 31, 2017).
Soil Safe, Inc. and Soil Safe Acquisition Corp. provide soil
treatment, recycling and placement services.
SOLARWINDS HOLDINGS: Moody's Affirms B2 Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service affirmed SolarWinds Holdings, Inc.'s B2
corporate family rating, B2-PD probability of default rating, and
the B1 ratings on its senior secured first lien credit facilities.
Moody's also revised the outlook to stable from negative,
reflecting the substantially completed integration of the LOGICnow
acquisition and significant restructuring programs at SolarWinds
and LOGICnow. The revision of the outlook to stable is also driven
by expectations for renewed license revenue growth, which
experienced declines resulting from sales disruption following the
LBO transaction in January 2016.
Outlook Actions:
Issuer: SolarWinds Holdings, Inc.
-- Outlook, Changed To Stable From Negative
Affirmations:
Issuer: SolarWinds Holdings, Inc.
-- Probability of Default Rating, Affirmed B2-PD
-- Corporate Family Rating, Affirmed B2
-- Senior Secured Bank Credit Facility, Affirmed B1 (LGD3)
RATINGS RATIONALE
The B2 corporate family rating reflects SolarWind's high leverage
levels, offset to some degree by the company's strong cash
generation capability and Moody's expectation for continued
double-digit percentage revenue and EBITDA growth. Based on
preliminary December 31, 2017 numbers, debt to cash-based EBITDA
was approximately 6.7x after adjusting for certain one-time costs.
Debt to cash-based EBITDA is expected to decline to under 6x over
the next 12-18 months, driven by the roll-off of significant
one-time expenses and Moody's expectation for strong EBITDA growth.
The growth is driven by the company's unique business model which
emphasizes low priced IT infrastructure management and monitoring
software and its ability to consistently develop or acquire
relevant software tools. The company has achieved this growth while
maintaining very high operating margins (cash EBITDA margins over
50%), driven by the company's efficient, low cost sales and
marketing structure. In 2017, the company experienced declines in
license revenues, driven by disruption in the sales organization
due to restructuring activities however, license revenues appear to
be stabilizing and are expected to grow in 2018.
The stable ratings outlook reflects high debt levels, offset to
some degree by strong cash flow generation and expectations for
continued double-digit percentage revenue and EBITDA growth over
the next 12-18 months.
Ratings could be downgraded if growth slows significantly, such
that cash-based leverage exceeds 7x and free cash flow to debt
falls below 5% on other than a temporary basis. Though unlikely in
the near future due to the company's aggressive financial policies,
ratings could be upgraded if cash-based debt to EBITDA is
maintained below 4.5x and free cash flow to debt is maintained
above 10%.
Liquidity is expected to be very good based on an expected cash
balance of $277 million as of December 31, 2017, an undrawn $125
million revolver, and annualized free cash flow in excess of $150
million over the next 12-18 months.
The principal methodology used in these ratings was Software
Industry published in December 2015.
SolarWinds Holdings Inc. is a holding company set up to acquire
SolarWinds, Inc. SolarWinds is a provider of IT systems
infrastructure management software. The company is owned by private
equity firms Silver Lake Partners and Thoma Bravo. The company,
headquartered in Austin, TX, had pro forma revenues of
approximately $741 million for the year ended December 31, 2017.
SPORTS ZONE: Taps E. Cohen and Company as Accountant
----------------------------------------------------
The Sports Zone, Inc., seeks approval from the U.S. Bankruptcy
Court for the District of Maryland to hire E. Cohen and Company,
CPAs as accountant.
The firm will assist the company and its affiliates in preparing
their 2017 tax returns and will provide other accounting services
needed by the Debtors in connection with their Chapter 11 cases.
The hourly rates charged by the firm for the services of its
accountants range from $90 to $400.
Eric Cohen, a principal of E. Cohen, disclosed in a court filing
that he and other members and associates of the firm do not
represent any interest adverse to the Debtors or their estates.
The firm can be reached through:
Eric Cohen
E. Cohen and Company, CPAs
One Research Court, Suite 101
Rockville, MD 20850
Phone: 301.917.6200
Fax: 301.917.6220
Email: info@ecohencpas.com
About The Sports Zone
The Sports Zone, Inc., doing business Sports Zone and Sports Zone
Elite -- https://sportszoneelite.com -- operates retail stores in
Washington, Maryland, and Virginia selling footwear, apparel and
accessories. Based in Beltsville, Maryland, the company offers
brands like Adidas, New Balance, and The North Face. The company
is 100% owned by Michael Syag.
Sports Zone, Inc., sought Chapter 11 protection (Bankr. D. Md. Case
No. 17-26758) on Dec. 15, 2017. In the petition signed by CEO
Michael Dahan, the Debtor estimated assets of $500,000 to $1
million and debt of $1 million to $10 million.
On Dec. 21, 2017, its subsidiaries, The Zone 220, LLC; Sports Zone
of Hechinger, LLC; The Zone 450, LLC; The Zone 600, LLC; The Zone
620, LLC; Zone of DC USA, LLC; The Zone 700, LLC; The Zone 870,
LLC; and The Zone 999, LLC, each filed a voluntary petition for
bankruptcy relief and protection under chapter 11 of the Bankruptcy
Code. Each of the Subsidiary Debtors is 100% of owned by The
Sports Zone.
The Debtors have sought joint administration of the Chapter 11
cases. Judge Thomas J. Catliota is the case judge.
The Debtors tapped Justin Philip Fasano, Esq., and Janet M. Nesse,
Esq., at McNamee Hosea, as counsel.
THINGS REMEMBERED: Ares Values $12.3 Million Loan at 12% of Face
----------------------------------------------------------------
Ares Capital Corporation has marked its $12.3 million loan extended
to privately held Things Remembered, Inc. and TRM Holdco Corp. to
market at $1.5 million or about 12% of the outstanding amount, as
of Dec. 31, 2017, according to a disclosure contained in a Form
10-K filing with the Securities and Exchange Commission for the
fiscal year ended Dec. 31, 2017.
Ares extended to Things Remembered, Inc. and TRM Holdco Corp. a
first lien senior secured loan, with $12.3 million par value. The
loan is slated to mature March 2020.
As of Dec. 31, 2017, the loan was on non-accrual status.
In August 2016, Things Remembered completed a $152 million
out-of-court restructuring. The restructuring transaction provided
secured lenders with 100% of the retailer's equity, reduced the
retailer's outstanding indebtedness, and provided it with
additional liquidity in the form of an asset-based loan to support
future growth. As part of the restructuring transaction, Weil,
Gotshal & Manges LLP, counsel to the secured lenders, negotiated
and executed a debt-for-equity exchange by achieving the unanimous
consent of all lenders, the company and existing equity. Lenders
part of the syndicate include KKR Credit, Ares, Barclays, NXT and
Orix.
Prior to the 2016 restructuring, Things Remembered was backed by
private-equity firm Madison Dearborn Partners. The Company
grappled with a $178 million debt load stemming from a Madison
Dearborn buyout in 2012.
Things Remembered, Inc. and TRM Holdco Corp. --
https://www.thingsremembered.com/ -- are a retailer of personalized
gifts and products.
TIMBERVIEW VETERINARY: April 26 Approval Hearing on Disclosures
---------------------------------------------------------------
Judge Robert N. Opel, II of the U.S. Bankruptcy Court for the
Middle District of Pennsylvania is set to hold a hearing April 26,
2018 at 10:00 a.m. to consider approval of Timberview Veterinary
Hospital, Inc.' amended disclosure statement explaining its amended
chapter 11 plan dated Feb. 16, 2018.
April 23, 2018, is fixed as the last day for filing and serving
written objections to the amended disclosure statement.
About Timberview Veterinary Hospital
Timberview Veterinary Hospital, Inc., operator of a private nursing
home, filed a Chapter 11 bankruptcy petition (Bankr. M.D. Pa. Case
No. 16-01442) on Apr. 6, 2016. In the petition signed by Sara E.
Mummart, president, Pioneer Health Services estimated assets up to
$50,000 and liabilities between $100,001 and $500,000. Henry W.
Van Eck, Esq., at Mette, Evans, & Woodside, serve as the Debtor's
counsel. CGA Law Firm is the co-counsel, and Brown Schultz
Sheridan & Fritz is the accountant.
TIMBERVIEW VETERINARY: New Plan Discloses Dismissal of M. Mummert
-----------------------------------------------------------------
Timberview Veterinary Hospital, Inc. filed with the U.S. Bankruptcy
Court for the Middle District of Pennsylvania a small business
amended disclosure statement for its amended plan of reorganization
dated Feb. 16, 2018.
This latest filing provides that, the corporate president, Sara
Mummert, DVM, discovered that her husband, Duane Michael Mummert,
had, without the consent of Sara Mummert, removed money from the
business operations for his own purposes, which purposes were
unrelated to the operation of the Debtor. It is believed that the
amounts of money removed were in the neighborhood of $200,000 -
$250,000. An analysis was performed as to the estimated of the
amounts and the methods employed by Mr. Mummert, and that report
was turned over to the Office of the United States Trustee. The
Office of the U.S. Trustee still has it under advisement as to what
actions they should take against Mr. Mummert.
Since the discovery of the missing funds, Mr. Mummert has been
removed from all signing capacity for all of the banking and
business operations of the Debtor. He has been forbidden from
setting foot in the business premises. He has absolutely no further
involvement in the operation of the veterinary clinic. Since his
dismissal, the business has operated on a much more firm footing,
and as reported by the Monthly Operating Reports, has disclosed a
profitability that would permit it to complete the Plan.
It is believed that with the removal of Mr. Mummert from the
operation and internal monetary handling, the veterinary practice
can operate on a sufficiently profitable basis to perform the Plan
as proposed.
With the removal of Mr. Mummert from this business, it is the
opinion of a retained business consultant, Alex Everhart, that the
Plan is feasible with the continued involvement of Sara Mummert and
the continued total uninvolvement of Mr. Mummert.
A full-text of the Amended Disclosure Statement is available at:
http://bankrupt.com/misc/pamb1-16-01442-90.pdf
About Timberview Veterinary Hospital
Timberview Veterinary Hospital, Inc., operator of a private nursing
home, filed a Chapter 11 bankruptcy petition (Bankr. M.D. Pa. Case
No. 16-01442) on Apr. 6, 2016. In the petition signed by Sara E.
Mummart, president, Pioneer Health Services estimated assets up to
$50,000 and liabilities between $100,001 and $500,000. Henry W.
Van Eck, Esq., at Mette, Evans, & Woodside, serve as the Debtor's
counsel. CGA Law Firm is the co-counsel, and Brown Schultz
Sheridan & Fritz is the accountant.
TK HOLDINGS: Bankruptcy Court Confirms Ch.11 Reorganization Plan
----------------------------------------------------------------
Takata Corporation, a global supplier of automotive safety systems
such as seat belts, airbags and child seats, on Feb. 21, 2018,
disclosed that the United States Bankruptcy Court for the District
of Delaware has confirmed the Fifth Amended Chapter 11 Plan of
Reorganization filed by TK Holdings, Inc. ("TKH"), Takata's main
U.S. subsidiary, and certain of TKH's subsidiaries and affiliates.
The confirmation of the Plan is a major milestone in the U.S.
Chapter 11 Process and the Company's comprehensive restructuring,
and it paves the way for Takata to complete its previously
announced and Court-approved proposed sale to Key Safety Systems
("KSS"). The sale will be finalized upon TKH's emergence from
Chapter 11, which is on target for completion on or about the end
of the first quarter of 2018.
The Plan was supported by several of TKH's main creditor
constituencies, including the Official Committee of Unsecured
Creditors, the Official Tort Claimants Committee, the Future
Claimants' Representative, and a group of Takata's OEM customers
representing more than 80% of the Company's annual sales.
"We are very pleased to have reached this important milestone,"
said Mr. Katsumi Mitsuhashi, President of TKH. "The Court's
approval of our Plan takes us one step closer to achieving our main
objective of developing a path forward for Takata that resolves the
costs and liabilities related to airbag inflator recalls. Our top
priorities remain providing a steady supply of products to our
valued customers, including replacement parts for recalls, and a
stable home for our exceptional employees. We look forward to
completing the restructuring process on or about the end of this
quarter."
Takata and TKH will now turn towards working to satisfy the
conditions of the Plan and then emerging from Chapter 11 as soon as
possible. Under the terms of the Plan, the sale of substantially
all of Takata's global assets and operations to KSS will be
consummated on the Effective Date of the Plan.
Takata continues to work through proceedings under the Civil
Rehabilitation Act in Japan. Takata EMEA (Europe, Middle East and
Africa) maintains its financial independence and continues to
operate on a financially solid basis.
Mr. Mitsuhashi added, "We would not have been able to reach this
important milestone without the hard work and dedication of
Takata's employees around the world who have remained focused on
our mission to ensure the adequate, uninterrupted supply of safe,
high quality parts and components to our customers. We anticipate
a quick and seamless integration with KSS, utilizing the combined
strengths of both our teams to implement a smooth transition. We
are confident that the combined business will be well positioned
for long-term success in the global automotive industry."
Takata expects to continue to meet demand for airbag inflator
replacements without interruption. The restructuring proceedings
and sale to KSS should have no effect on the ability of drivers to
obtain replacements for recalled Takata airbag inflators free of
charge. Vehicle owners in the U.S. should continue to visit
https://www.airbagrecall.com/ for more information on airbag
inflator replacements.
Additional information regarding TKH's Chapter 11 restructuring
including court filings and information about the claims process
are available at www.TKrestructuring.com or by calling TKH's claims
agent, Prime Clerk, at 1-844-822-9229 (Toll free in U.S. and
Canada) or 1-347-338-6502 (International).
About TK Holdings
Japan-based Takata Corporation (TYO:7312) --
http://www.takata.com/en/-- develops, manufactures and sells
safety products for automobiles. The Company offers seatbelts,
airbags, steering wheels, child seats and trim parts.
Headquartered in Tokyo, Japan, Takata operates 56 plants in 20
countries with approximately 46,000 global employees worldwide.
The Company has subsidiaries located in Japan, the United States,
Brazil, Germany, Thailand, Philippines, Romania, Singapore, Korea,
China and other countries.
Takata Corp. filed for bankruptcy protection in Tokyo and the U.S.,
amid recall costs and lawsuits over its defective airbags. Takata
and its Japanese subsidiaries commenced proceedings under the Civil
Rehabilitation Act in Japan in the Tokyo District Court on June 25,
2017.
Takata's main U.S. subsidiary TK Holdings Inc. and 11 of its U.S.
and Mexican affiliates each filed voluntary petitions under Chapter
11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No.
17-11375) on June 25, 2017. Together with the bankruptcy filings,
Takata announced it has reached a deal to sell all its global
assets and operations to Key Safety Systems (KSS) for US$1.588
billion.
Nagashima Ohno & Tsunematsu is Takata's counsel in the Japanese
proceedings. Weil, Gotshal & Manges LLP and Richards, Layton &
Finger, P.A., are serving as counsel in the U.S. cases.
PricewaterhouseCoopers is serving as financial advisor, and Lazard
is serving as investment banker to Takata. Ernst & Young LLP is
tax advisor. Prime Clerk is the claims and noticing agent. The
Debtors Meunier Carlin & Curfman LLC, as special intellectual
property counsel.
Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal
counsel, KPMG is serving as financial advisor, Jefferies LLC is
acting as lead financial advisor. UBS Investment Bank also
provides financial advice to KSS.
On June 28, 2017, TK Holdings, as the foreign representative of the
Chapter 11 Debtors, obtained an order of the Ontario Superior Court
of Justice (Commercial List) granting, among other things, a stay
of proceedings against the Chapter 11 Debtors pursuant to Part IV
of the Companies' Creditors Arrangement Act. The Canadian Court
appointed FTI Consulting Canada Inc. as information officer. TK
Holdings, as the foreign representative, is represented by McCarthy
Tetrault LLP.
The U.S. Trustee has appointed an Official Committee of Unsecured
Trade Creditors and a separate Official Committee of Tort
Claimants.
The Official Committee of Unsecured Creditors has selected
Christopher M. Samis, Esq., L. Katherine Good, Esq., and Kevin F.
Shaw, Esq., at Whiteford, Taylor & Preston LLC, in Wilmington,
Delaware; Dennis F. Dunne, Esq., Abhilash M. Raval, Esq., and Tyson
Lomazow, Esq., at Milbank Tweed Hadley & McCloy LLP, in New York;
and Andrew M. Leblanc, Esq., at Milbank, Tweed, Hadley & McCloy
LLP, in Washington, D.C., as its bankruptcy counsel. The Committee
has also tapped Chuo Sogo Law Office PC as Japan counsel.
The Official Committee of Tort Claimants selected Pachulski Stang
Ziehl & Jones LLP as counsel. Gilbert LLP will evaluate of the
insurance policies. Sakura Kyodo Law Offices will serve as special
counsel.
Roger Frankel, the legal representative for future personal injury
claimants of TK Holdings Inc., et al., tapped Frankel Wyron LLP and
Ashby & Geddes PA to serve as co-counsel.
Takata Corporation ("TKJP") and affiliates Takata Kyushu
Corporation and Takata Services Corporation commenced Chapter 15
cases (Bankr. D. Del. Case Nos. 17-11713 to 17-11715) on Aug. 9,
2017, to seek U.S. recognition of the civil rehabilitation
proceedings in Japan. The Hon. Brendan Linehan Shannon oversees
the Chapter 15 cases. Young, Conaway, Stargatt & Taylor, LLP,
serves as Takata's counsel in the Chapter 15 cases.
TOPS HOLDING: Moody's Lowers Probability Default Rating to D-PD
---------------------------------------------------------------
Moody's Investors Service downgraded Tops Holding II Corporation's
(Tops, HoldCo) probability of default rating to D-PD from Caa1-PD.
The downgrade was prompted by Tops' February 21, 2018 announcement
that it had initiated Chapter 11 bankruptcy proceedings. Moody's
also downgraded the rating of the company's senior unsecured notes
maturing 2018 to C from Caa3. Additionally, Moody's downgraded the
rating of the Tops Holding LLC (OpCo) the senior secured notes
maturing 2022 to Ca from Caa1 and senior unsecured notes maturing
2021 to C from Caa3. The ratings outlook is stable.
Downgrades:
Issuer: Tops Holding II Corporation
-- Probability of Default Rating, Downgraded to D-PD from Caa1-PD
-- Corporate Family Rating, Downgraded to Ca from Caa1
-- Senior Unsecured Regular Bond/Debenture, Downgraded to C
(LGD6) from Caa3 (LGD6)
Issuer: Tops Holding LLC
-- Senior Secured Regular Bond/Debenture, Downgraded to Ca (LGD3)
from Caa1 (LGD3)
-- Senior Unsecured Regular Bond/Debenture, Downgraded to C
(LGD5) from Caa3 (LGD5)
Outlook Actions:
Issuer: Tops Holding II Corporation
-- Outlook, Changed to Stable from Negative
RATINGS RATIONALE
Subsequent to actions, Moody's will withdraw the ratings due to
Tops' bankruptcy filing.
Tops is the parent of Tops Holding LLC and the indirect parent of
Tops Markets, LLC, which is headquartered in Williamsville, NY. The
Company operates 172 supermarkets;171 under the Tops banner and one
under the Orchard Fresh banner, with an additional five
supermarkets operated by franchisees under the Tops banner.
Revenues total about $2.5 billion.
TOPS MARKETS: Files Ch. 11 Petition to Facilitate Restructuring
---------------------------------------------------------------
Tops Markets, LLC, on Feb. 21, 2018, disclosed that it is pursuing
a financial restructuring in order to eliminate a substantial
portion of debt from the Company's balance sheet and position Tops
for long-term success.
Tops stores across the Company's portfolio in Upstate New York,
Northern Pennsylvania and Vermont are continuing to serve customers
with no impact to day-to-day operations. The Company fully expects
operations to continue as normal throughout this financial
restructuring process.
"Tops has built strong market share and our stores continue to
distinguish themselves by offering quality products at affordable
prices with superior customer service," said Frank Curci, Chief
Executive Officer of Tops. "We believe the financing that we
received from our noteholders is a vote of confidence in our
business. Our operations are strong and we have an outstanding
network of stores and a talented team to support them. We are now
undertaking a financial restructuring, through which we expect to
substantially reduce our debt and achieve long-term financial
flexibility. This will enable us to invest further in our stores,
create an even more exceptional shopping experience for our
customers and compete more effectively in [Wednes]day's highly
competitive and evolving market."
Mr. Curci continued, "We are continuing to provide our customers
the convenience, savings and friendly service that they expect from
us. Our priorities, values and commitments to our customers and
our communities will not change. On behalf of everyone at Tops, we
thank our customers for their continued support and look forward to
ensuring that their every need is met. I also want to thank our
14,262 employees and associates for their continued hard work and
dedication."
To implement the financial restructuring, the Company on Feb. 21
elected to file for reorganization under Chapter 11 of the
Bankruptcy Code in the United States Bankruptcy Court for the
Southern District of New York. Tops is working cooperatively with
certain holders of more than 65% of its Senior Secured Notes due
2022 and is continuing constructive discussions.
Tops has received a commitment for a $125 million
debtor-in-possession (DIP) term loan financing facility from
certain noteholders and a $140 million DIP asset based revolving
loan from Bank of America, N.A., which are expected to support the
Company's continued operations during the court-supervised
restructuring process.
The Company has filed a number of customary motions seeking court
authorization to continue to support its business operations during
the court-supervised restructuring process, including the continued
payment of employee wages and benefits without interruption. The
Company intends to pay vendors and suppliers in full under normal
terms for goods and services provided after the filing date of
February 21, 2018. Tops expects to receive court approval for all
of these requests.
Additional information is available on Tops' restructuring website
at www.topsrestructuring.com or by calling Tops' Restructuring
Hotline, toll-free in the U.S., at (888) 764-7358. For calls
originating outside of the U.S. please dial (503) 520-4457. Court
documents and additional information can be found at a website
administrated by the Company's claims agent, Epiq, at
http://dm.epiq11.com/TOPS.
Weil, Gotshal & Manges LLP is serving as legal counsel to Tops,
Evercore is serving as Investment Banker and FTI Consulting, Inc.
is serving as restructuring advisor.
About Tops
Tops Markets, LLC -- http://www.topsmarkets.com/-- is
headquartered in Williamsville, NY and operates 169 full-service
supermarkets with five additional by franchisees under the Tops
Markets banner. Tops employs over 14,000 associates and is a
leading full-service grocery retailer in Upstate New York, Northern
Pennsylvania, and Vermont.
TRANSUNION: S&P Raises Corp. Credit Rating to 'BB+', Outlook Stable
-------------------------------------------------------------------
S&P Global Ratings raised its corporate credit rating on
Chicago-based TransUnion to 'BB+' from 'BB'. The outlook is stable.
S&P said, "At the same time, we raised our issue-level rating on
TransUnion's senior secured credit facilities to 'BB+' from 'BB'.
The recovery rating remains '3', indicating our expectation for
meaningful (50%-70%; rounded estimate: 60%) recovery in the event
of a payment default.
"Our upgrade of TransUnion reflects continued improvement in credit
metrics supported by strong operating performance and rapidly
expanding EBITDA margins. Solid double-digit percentage revenue and
profitability improvement enabled TransUnion to reduce S&P Global
Ratings' adjusted leverage to 3.2x in 2017. We expect credit
metrics to continue to improve over the next year, based on our
forecast of high–single-digit percentage revenue growth, but
believe that the firm will prioritize acquisitions and shareholder
returns over leverage reductions substantially beyond the 2.5x-3x
range.
"The stable outlook on TransUnion reflects our view of the
company's strong growth rates and EBITDA margin expansion over the
next year will be supported by favorable demand across all segments
domestic and international, new product introductions, acquisition
contributions, and continued focus on operating efficiency. While
we expect the company to generate strong free cash flow, we expect
this will be largely applied to acquisitions and shareholder
returns.
"We could raise the ratings on TransUnion if changes in financial
policy, better than expected operating performance or debt
reduction through excess cash flows were to result in FFO to debt
increasing to over 30% while leverage was maintained below 3x. An
upgrade would also be contingent upon our belief that the company's
financial policy would allow these metrics to be sustained on a
long-term basis. Though less likely, we could also raise our
ratings if the company were to significantly increase its scale or
geographic diversity enough to warrant a more favorable view of
their competitive position vs its peers.
"Although unlikely over the next year, we could lower the ratings
on TransUnion if the company were to adopt a more aggressive
financial policy, including greater than expected shareholder
distributions and acquisitions, leading to debt leverage sustained
in the 4x area. Less likely factors that could cause us to consider
a downgrade include a significant business downturn or an
unforeseen loss in business stemming from a cybersecurity breach
that would lead to consolidated revenue declines and rising costs
over the next 12 months."
UNI-PIXEL INC: Court Sends Case to Liquidation
----------------------------------------------
At the request of Uni-Pixel, Inc., the Bankruptcy Court converted
the Debtor's Chapter 11 reorganization case to a liquidation under
Chapter 7, Bankrupt Company News reports.
According to the report, the order states, "The case of Uni-Pixel,
Inc. (Case no. 17-52100) and the case of Uni-Pixel Displays, Inc.
(Case no. 17-52101) is converted from chapter 11 to chapter 7. . .
. The United States Trustee shall appoint a Chapter 7 trustee in
each of the cases and is authorized, but not ordered, to appoint a
single trustee in both of the converted cases in the interests for
economy and efficiency."
According to the report, "The interests of the creditors and the
estate would be best served by conversion to chapter 7 because
unnecessary costs and expenses associated with a chapter 11 case
would be avoided, and the Debtors’ assets have been sold."
In addition, "The major administrative expenses have been resolved
and paid. The chapter 11 professionals, KEIP participants, and
Santa Clara landlord have been paid their administrative expenses.
. . Counsel for the Debtors currently holds approximately $140,000
in its client trust account. Unless otherwise ordered, the Debtors
will turn over this money to the chapter 7 trustee upon conversion
of the cases. . . . Since Western Alliance Bank has been paid in
full, all of the remaining debts related to operations of the
Debtors’ business were incurred by Displays. The only significant
obligation of Uni-Pixel, appears to be to the SEC. Under these
circumstances, it would be most efficient for a single chapter 7
trustee to administer both chapter 7 estates."
About Uni-Pixel Inc.
The Woodlands, Tex.-based Uni-Pixel, Inc. --
http://www.unipixel.com/-- was a developer and seller of metal
mesh capacitive touch sensors for the touch-screen and flexible
displays markets. The Company's roll-to-roll electronics
manufacturing process patterns fine line conductive elements on
thin films. The Company markets its technologies for touch panel
sensor, cover glass replacement, and protective cover film
applications under the XTouch and Diamond Guard brands.
Uni-Pixel, Inc., and its subsidiary Uni-Pixel Displays, Inc., filed
Chapter 11 petitions (Bankr. N.D. Cal. Case Nos. 17-52100 and Case
No. 17-52101) on Aug. 30, 2017.
The Debtors tapped Scott H. McNutt, Esq., at McNutt Law Group LLP,
as bankruptcy counsel; and Crowell & Moring LLP, as special
counsel.
The Official Committee of Unsecured Creditors in the Debtors' cases
is represented by John William Lucas of Pachulski Stang Ziehl and
Jones LLP.
US OIL: Commences Sale Solicitation Process, April 6 Bid Deadline
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US Oil Sands Inc. ("US Oil Sands" or the "Company"), an innovator
of oil extraction technologies, on Feb. 23 disclosed that it has
commenced a sale solicitation process ("SSP") for the sale of the
Company or its assets.
On Sept. 14, 2017, US Oil Sands announced that the Court of Queen's
Bench of Alberta granted the application of the Company's lender,
ACMO S.aR.L., to appoint FTI Consulting Canada Inc. (the
"Receiver") as receiver and manager over the assets, undertakings
and property of US Oil Sands. The Receiver is charged with
managing the day-to-day affairs of the Company during the period of
its appointment and should be contacted with respect to any
questions concerning the assets and liabilities of US Oil Sands.
On November 16, 2017 the United States Bankruptcy Court for the
District of Utah, Central Division, issued an Order under Chapter
15 of the U.S. Bankruptcy Code recognizing the Canadian proceedings
as a foreign main proceeding.
On February 16, 2018, the Court of Queen's Bench of Alberta granted
a Sale Process Order authorizing the Receiver to launch the SSP.
The SSP is being undertaken by the Receiver's affiliate, FTI
Capital Advisors - Canada ULC.
In order to participate in the SSP, interested parties are required
to follow certain participation requirements as outlined in the
Sale Process Order. The Sale Process Order and related materials
may be accessed from the Receiver's website at
http://cfcanada.fticonsulting.com/usoilsands. The bid deadline for
binding proposals is 12:00 p.m. (Calgary time) on April 6, 2018.
There can be no assurance that the Company will be successful in
its efforts under the SSP or that the Court will approve any
competing bid that may emerge from the SSP.
About US Oil Sands
Calgary, Alberta-based US Oil Sands -- http://www.usoilsandsinc.com
-- is engaged in the exploration and development of oil sands
properties and, through its wholly owned United States subsidiary
US Oil Sands (Utah) Inc., has 100% interest in bitumen leases
covering 32,005 acres of land in Utah's Uinta Basin. The Company
has developed a proprietary extraction process which uses a
bio-solvent to extract bitumen from oil sands without the need for
tailings ponds.
In September 2017, the Court of Queen's Bench of Alberta has
granted the application of the Company's lender, ACMO S.a R.L., to
appoint FTI Consulting Canada Inc. as receiver and manager over the
assets, undertakings and property of US Oil Sands. The Receiver is
charged with managing the day-to-day affairs of the Company during
the period of its appointment and should be contacted with respect
to any questions concerning the assets and liabilities of US Oil
Sands.
The receiver filed Chapter 15 petitions for US Oil Sands Inc. and
affiliate US Oil Sands (Utah) Inc. on Nov. 7, 2017 (Bankr. Utah
Case No. 17-29716 and 17-29717) to seek recognition of the
proceedings in Canada. The foreign main proceeding is ACMO
S.A.R.L. v. US Oil Sands Inc. and US Oil Sands (Utah) Inc., Court
of Queen's Bench Alberta, Court File No. 1701-12253.
FTI Consulting Canada Inc., the receiver, is the Debtors'
authorized representative in the Chapter 15 cases. Bruce H. White,
Esq., at Parsons Behle & Latimer is the U.S. counsel.
VERISIGN INC: Moody's Affirms 'Ba2' Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service affirmed VeriSign, Inc.'s Ba2 Corporate
Family Rating (CFR), Ba2-PD Probability of Default Rating (PDR) and
its SGL-1 Speculative Grade Liquidity Rating. At the same time,
Moody's downgraded Verisign's senior unsecured notes to Ba2 from
Ba1 following the company's announcement that it called for
redemption all of its outstanding 3.25% junior subordinated
debentures due 2037 (unrated by Moody's). The rating outlook is
stable.
On February 15, 2018, Verisign announced that it had called for
redemption all of its 3.25% junior subordinated debentures due
2037, with a redemption date of May 1, 2018. The notes may be
converted at any time prior to April 30, 2018. Verisign will fund
the $1.25 billion principal on the debentures with balance sheet
cash, while the balance of the conversion value will be settled in
stock, plus cash in lieu of fractional shares. The company plans to
repatriate approximately $1.1 billion of cash held by foreign
subsidiaries in the second quarter of 2018 to fund the principal
redemption of the subordinated debentures. Verisign had
approximately $2.4 billion of cash, cash equivalents and marketable
securities at December 31, 2017.
When Verisign completes the redemption, the face value of debt will
have been reduced by about $1.25 billion or approximately 40% since
fiscal year end December 31, 2017. Moody's estimates that pro forma
for the notes redemption, the company's debt-to-EBITDA leverage
will decline to around 2.2 times from around 3.9 times as of
December 31, 2017. While the debt redemption is credit positive in
the short term as it will reduce gross leverage and cash interest
expense, Moody's expects the company's financial policy to remain
aggressive, with excess cash and free cash flow to be used
primarily for share repurchases and debt-to-EBITDA leverage to
increase over time and be sustained in the 3.0 to 4.0 times range.
The downgrade of Verisign's senior unsecured notes to Ba2 from Ba1
reflects the change in Moody's expectation of recovery given the
decreased debt cushion in the capital structure in a default
scenario following the expected redemption of $1.25 billion of
junior subordinated debt. The Ba2 rating on the unsecured notes is
in line with the CFR since it represents the preponderance of debt
in Verisign's capital structure, along with the senior unsecured
revolving credit facility (unrated by Moody's).
Moody's took the following rating actions on Verisign, Inc.:
Ratings affirmed:
-- Corporate Family Rating, affirmed at Ba2
-- Probability of Default Rating, affirmed at Ba2-PD
-- Speculative Grade Liquidity Rating, affirmed at SGL-1
Ratings downgraded:
-- $750 million senior unsecured notes due 2023, downgraded to
Ba2 (LGD4) from Ba1 (LGD2)
-- $500 million senior unsecured notes due 2025, downgraded to
Ba2 (LGD4) from Ba1 (LGD2)
-- $550 million senior unsecured notes due 2027, downgraded to
Ba2 (LGD4) from Ba1 (LGD2)
-- Outlook is stable
All ratings are subject to the execution of the notes redemption as
currently proposed. The instrument ratings are subject to change if
the proposed capital structure is modified.
RATINGS RATIONALE
The Ba2 CFR reflects Verisign's strong market position as the
exclusive global registry operator for the .com top level domain
(TLD), its strong profitability and the recurring revenues in its
registry operations. Verisign maintains very good liquidity and
Moody's expects the company to generate over $600 million in free
cash flow over the next 12 months (approximately 34% of total
debt). But the company faces strong competition from alternative
TLDs and other online platforms, and the increasingly mature demand
for .com domains will constrain its organic growth. Verisign will
remain the sole registry operator of .com and .net TLDs through
2024 and 2023, respectively, under its registry agreements with
Internet Corporation for Assigned Names and Numbers (ICANN). The
.com registry agreement with ICANN restricts Verisign's ability to
raise prices for .com domains and expand into certain related
businesses. The U.S. Department of Commerce (DoC) maintains
oversight of Verisign's .com registry operations through the
Cooperative Agreement with between the two parties. The Cooperative
Agreement is due to expire in November 2018, unless extended or
terminated. Verisign has renewal rights under its agreements with
ICANN and DoC and a track record of renewing these agreements.
Although the agreements with ICANN and DoC ensure Verisign's
exclusivity in providing domain services for the .com and .net
brands, the dependence on the agreements and uncertainty about
potential revisions in the terms of the agreements upon renewal
increase Verisign's long-term business risks.
Verisign's SGL-1 liquidity rating is based on Moody's view that the
company will maintain very good liquidity relative to its funding
requirements over the next 12 to 15 months. Moody's liquidity
assessment is supported by solid cash balances of approximately
$1.2 billion pro forma for the notes redemption, estimates of free
cash of around $600 million in 2018 and full availability under the
existing $200 million revolving credit facility expiring in 2020.
Borrowings under the revolving credit agreement are subject to a
maximum leverage ratio test of 2.5 times and a minimum consolidated
EBITDA to cash interest ratios of 3.0 times (credit agreement
leverage ratio excludes convertible debt from the definition of
debt). Moody's estimates that the company's leverage under covenant
is around 2.2 times at December 31, 2017, resulting in only
moderate headroom under the covenant. Moody's does not expect the
company to utilize its revolving credit facility over the next 12
to 15 months.
The stable outlook reflects Moody's expectation that Verisign will
manage its capital structure towards a target debt-to-EBITDA of 3.0
to 4.0 times (Moody's adjusted) while maintaining free cash flow of
about 20% of total debt.
Moody's could upgrade Verisign's ratings if (i) Verisign's revenues
become more diversified, (ii) it generates strong earnings growth,
(iii) management demonstrates a commitment to conservative
financial policies, and (iv) Moody's expects total debt-to-EBITDA
to remain below 3.0x (Moody's adjusted).
Moody's could downgrade Verisign's ratings if (i) changes in the
terms of Cooperative Agreement adversely affect Verisign's
business, (ii) aggressive financial policies or declining earnings
result in a deterioration in liquidity or Moody's expects Verisign
to sustain leverage above 4.0x and free cash flow falls to less
than 15% of total debt.
Headquartered in Reston, VA, Verisign provides Internet
infrastructure services. The company's core business consists of
Registry Services under which Verisign operates the authoritative
directory of and/or back-end systems for all .com, .net, .cc, .tv,
.gov, .jobs, .edu and .name domain names among others.
The principal methodology used in these ratings was Software
Industry published in December 2015.
VESCO CONSULTING: Plan Payments Funded Through Continued Operations
-------------------------------------------------------------------
VESCO Consulting Services, LLC, filed a Second Amended Plan of
Reorganization, dated January 29, 2018, proposing that Class 3
allowed secured claim of CAT Financial is impaired by the Plan. As
of the Petition Date, the amount of the Allowed Claim for CAT
Financial was $961,729.84, less all adequate protection payments
made during the Chapter 11 Case pursuant to the AP Order, plus
$7,500 for post-petition fees, costs, and other charges. Since the
Petition Date and during the Chapter 11 Case, the Debtor has made
eight adequate protection payments to CAT Financial relating to
each of the CAT Financial Secured Loans pursuant to the AP Order in
the combined amount of $236,054.32 (as of January 1, 2018).
Accordingly, the amount of the CAT Financial Secured Claim will be
$733,175.52 (as of January 1, 2018), to be paid to CAT Financial in
48 equal monthly installment payments as further set forth herein.
Furthermore, interest will continue to accrue on the CAT Financial
Secured Claim at the rate of 6% per annum until paid in full.
Pursuant to agreement between the Debtor and CAT Financial, no
adequate protection payments will be due or owing to CAT Financial
for December 2017 and January 2018.
In the event the Plan is confirmed prior to the date on which the
February 2018 adequate protection payment is due to CAT Financial
under the AP Order, the Debtor will make the first payment due and
owing to CAT Financial under the Plan by the plan payment date set
forth in the Second Amended Plan. However, in the event the Plan is
not confirmed by the date on which the February 2018 adequate
protection payment to CAT Financial is due under the AP Order, the
Debtor agrees to resume adequate protection payments to CAT
Financial on or before that date and to continuing making adequate
protection payments to CAT Financial as and when due under the AP
Order each and every month thereafter until the Plan is confirmed
CAT Financial waives the requirement that the $29,506.79 owed to it
for its May 2017 adequate protection payment be paid on or before
the Effective Date, and such amount has been included in the
combined amount of $733,175.52.
Each holder of an allowed Class 13 general unsecured claim will
receive 100% of the amount of each allowed claim in four equal
payments. The first payment will be made on or before the last
business day of a calendar quarter that is on or after the
Effective Date, which each of the following three payments to be
made on or before the last business day of each successive calendar
quarter.
Following the Effective Date, Reorganized VESCO will continue its
present business and will continue to operate as Reorganized VESCO.
The Debtor intends to fund its Plan through Cash that it has
available to it from its operations through the Effective Date, as
well as Cash that it generates through its continued operations
after the Effective Date. It is possible that the Plan could also
be funded in part through the sale of Debtor assets as well as
other business opportunities that could arise.
A full-text copy of the Second Amended Plan of Reorganization is
available at:
http://bankrupt.com/misc/cob16-21351-265.pdf
About VESCO Consulting Services
VESCO Consulting Services, LLC, leases properties to mine
construction aggregates (sand and gravel) and sells and delivers
the material to its customers, which are typically concrete and
asphalt producers as well as oil and gas construction companies.
VESCO also engages in trucking activities, construction, custom
crushing, and mine reclamation.
VESCO sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. D. Col. Case No. 16-21351) on Nov. 19, 2016. In the
petition signed by Michael Miller, president, the Debtor estimated
its assets and liabilities at $1 million to $10 million.
The case is assigned to Judge Elizabeth E. Brown.
The Debtor is represented by Kevin S. Neiman, Esq., at the Law
Offices of Kevin S. Neiman, PC.
An official committee of unsecured creditors has not been appointed
in the Chapter 11 case.
VISUAL HEALTH: Special Counsel Moves to Hire Forensic Accountant
----------------------------------------------------------------
Special Investigation Counsel, Jeffrey A. Weinman, seeks relief
from the District of Colorado to issue an order for Visual Health
Solutions, Inc., to employ a forensic accountant.
Special Counsel has commenced his investigation of insider
transfers and has preliminarily determined the following:
(a) Paul Baker ("Baker") is the CEO and sole director of the
Debtor and as such is an insider of the Debtor. Baker is
the manager of an entity identified as VP, LLC which owns
a 35% shareholder interest in the Debtor.
(b) Within the two (2) year period prior to the date the
Debtor filed its bankruptcy petition, there were 443
transactions between the Debtor and Baker wherein
the Debtor wrote checks to Baker and Baker deposited funds
with the Debtor.
(c) During the one-year period prior to the date the Debtor
filed its bankruptcy petition, there were 185 such
transactions between the Debtor and Baker.
(d) During the two (2) year period prior to the petition date,
the Debtor wrote checks to Baker totaling $1,651,189.57.
In turn, Baker deposited a total of $1,525,591.51 with the
Debtor.
(e) During the one-year period prior to the petition date, the
Debtor wrote checks to Baker totaling $661,475.24, and
Baker deposited $514,106.45 with the Debtor.
(f) Within the two (2) year period prior to the petition date,
there were numerous instances wherein multiple separate
checks in various amounts were written by the Debtor to
Baker. Likewise, there were multiple instances wherein
Baker made numerous separate deposits to the Debtor on the
same day.
(g) Within the one-year period prior to the petition date,
there appears to be at least thirteen (13) separate days
where there are contemporaneous checks cut to Baker and
deposits made by Baker to the Debtor in the amount of at
least $58,700.
(h) It appears that there were at least two (2) separate
accounts from which the Debtor may have written checks to
Baker. It also appears that Baker had at least two (2)
separate accounts from which Baker made deposits to the
Debtor within the one-year period prior to the Debtor's
Chapter 11 filing. The Debtor's checking account at CoBiz
Bank became and remained overdrawn while the Debtor
continued to write checks to Baker and in spite of Baker
making deposits into such account.
(i) It appears that Baker is a creditor of the Debtor. The
Debtor lists unsecured claims owing to Baker for loans
made to the Debtor and for unpaid salary. There are no
promissory note(s) or other written evidence of such loans
and likewise there is no employment contract between the
Debtor and Baker.
(j) It appears that Baker is obligated to the Debtor for
loan(s) made by the Debtor to Baker.
(k) Baker filed an individual Chapter 7 proceeding. In his
bankruptcy paperwork, Baker discloses that with respect to
the transfers he made to Debtor, he booked every such
transfer as a receivable and every payment he received
from the Debtor as either repayment of such receivable or
as a separate payable. Baker also discloses that in lieu
of a salary, the Debtor made payments on the receivable
that it owes to Baker and that such receivable has been
paid. The foregoing notwithstanding, Debtor's tax returns
for the 3 years prior to the Chapter 11 filing show an
unchanged amount for "loans from shareholder" in the
amount of $29,070 for 2014, 2015 and 2016.
Based on the Special Counsel's initial investigation of the
numerous transactions which occurred between the Debtor and Baker
during the two (2) year period prior to the Debtor filing its
petition, Special Counsel is informed and believes that it would be
in the best interest of the estate and would assist Special Counsel
in his investigation, if the Debtor would employ a forensic
accountant to analyze these transactions. Special Counsel believes
that he lacks the expertise necessary to do so.
About Visual Health Solutions
Headquartered in Fort Collins, Colorado, Visual Health Solutions,
Inc. -- http://www.visualhealthsolutions.com/-- creates multimedia
content, including medical animations, medical illustrations, and
interactive graphics for the healthcare industry. Visual Health
Solutions' multimedia medical library content includes 3D medical
animations, medical device animations, pharmaceutical MOA
animations, multimedia programs, medical illustrations, and
interactive anatomy models. Visual Health partners with hospitals
to create new patient education content and pharmaceutical
companies to assist with sales training and product launch or
development.
Visual Health Solutions filed for Chapter 11 bankruptcy protection
(Bankr. D. Colo. Case No. 17-18643) on Sept. 18, 2017. In the
petition signed by Paul Baker, its CEO, the Debtor estimated its
assets at between $100,000 and $500,000 and liabilities between $1
million and $10 million. Judge Elizabeth E. Brown presides over
the case. Aaron A Garber, Esq., at Buechler & Garber, LLC, serves
as the Debtor's bankruptcy counsel. Weinman & Associates, is the
Debtor's special investigation counsel.
VITARGO GLOBAL: Court Approves First Amended Joint Disclosures
--------------------------------------------------------------
Judge Theodor C. Albert of the U.S. Bankruptcy Court for the
Central District of California issued an order approving Vitargo
Global Sciences, Inc.'s first amended joint disclosure statement
describing its first amended plan of reorganization dated Dec. 5,
2017.
The deadline to file and serve written acceptances or rejections of
the First Amended Plan is March 2, 2018.
The hearing on the confirmation of the First Amended Plan will be
held on March 20, 2018, at 10:00 a.m.
Objections to the Plan, if any, must be in writing and filed not
later than March 9, 2018.
About Vitargo Global Sciences
Vitargo Global Sciences, Inc., was initially formed as Vitargo
Global Sciences, LLC, in June 2013, a follow-along entity of GENr8,
Inc., a predecessor business to Vitargo. Conversion from LLC to
Inc. took place on September 2015. The Company's line of business
includes manufacturing dry, condensed, and evaporated dairy
products.
Vitargo Global Sciences previously filed a Chapter 12 bankruptcy
petition (N.D. Tex. Case No. 92-42174) on May 5, 1992.
Vitargo Global Sciences, based in Irvine, California, filed a
Chapter 11 petition (Bankr. C.D. Cal. Case No. 17-10988) on March
15, 2017. In the petition signed by CEO Anthony Almada, the Debtor
estimated $1 million to $10 million in assets and liabilities.
Judge Theodor Albert presides over the case.
Michael Jay Berger, Esq., at the Law Offices of Michael Jay Berger,
served as the Debtor's bankruptcy counsel. Damian Moos, Esq., at
Kang Spanos & Moos LLP, was the litigation counsel. Jeffrey
Bolender, Esq., at Bolender Law Firm PC, served as the Debtor's
state court insurance coverage counsel.
On April 4, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The Committee retained
Marshack Hays LLP, as general counsel.
Richard J. Laski has been appointed as the Chapter 11 Trustee. The
Trustee hired Arent Fox LLP, as general bankruptcy and
restructuring counsel.
WEATHERFORD INT'L: Fitch Rates $600MM Unsec. Notes CCC-
-------------------------------------------------------
Fitch Ratings has assigned a 'CCC-'/'RR5' rating to Weatherford
International plc.'s (Weatherford; NYSE: WFT) issuance of $600
million unsecured notes due 2025. Proceeds from the notes will be
used to pay down $66 million of the 2018 senior notes, and to fund
the tender of all of its 9.625% senior notes due 2019, totalling
$485 million. The new notes are senior unsecured obligations of
Weatherford International LLC, a Delaware limited liability company
and one of WFT's indirect wholly owned subsidiaries. The notes are
fully and unconditionally guaranteed by WFT and by Weatherford
International Ltd., a Bermuda exempt company, also an indirect
wholly owned subsidiary of Weatherford. The notes rank pari-passu
with Weatherford's existing unsecured debt.
WFT's rating reflects its levered balance sheet, high gross debt
levels, the risk of commitments reduction by the current bank group
under the revolving credit facility which matures in July 2019,
challenges with generating robust FCF or with executing liquidity
enhancing and/or deleveraging asset sales. Fitch notes that while
the pay down and tender of near term maturities, alleviates
refinancing risks, WFT remains burdened by a stressed balance
sheet, while navigating a challenging oil field services sector
downturn, and competitive disadvantage from a scale and asset
quality standpoint relative to its peers. The next maturity is $364
million of the 5.125% senior notes due 2020.
Approximately $7.8 billion of debt is affected by today's rating
action.
KEY RATING DRIVERS
EXPOSURE TO A CHALLENGED SECTOR
Weatherford's 'CCC' rating reflects exposure to the oilfield
services sector and a stressed balance sheet. Fitch expects an
extended down-cycle and delayed recovery due to range-bound oil and
gas prices. WFT has strategic initiatives in place that could
improve operating margins, liquidity and reduce debt. Current
initiatives to streamline the business include divestitures,
continuation of cost-cutting initiatives, partnering arrangements
and working capital management. Fitch notes that WFT has made some
progress with these initiatives in the fourth quarter of 2017
(4Q17), specifically, the successful divestiture of U.S. pressure
pumping equipment to Schlumberger for $430 million, and inventory
monetization during that period. However, Fitch believes that these
initiatives will take some time to materialize, and improve WFT's
credit trajectory, as the company seeks to unwind the after-effects
of a historically aggressive business model that sacrificed capital
discipline, and some measure of financial controls for growth.
ADEQUATE LIQUIDITY NEAR TERM
Weatherford had cash and equivalents of $613 million as of
Dec. 31, 2017. The majority of cash has historically been held by
foreign subsidiaries outside of Ireland. Based on the nature of its
corporate structure, WFT is able to deploy cash without incremental
taxes. As of Dec. 31, 2017, $99 million of cash and cash
equivalents, representing 16% of total cash on the balance sheet,
was denominated in Angolan Kwanza. The Angolan government has
limited U.S. dollar conversion, and prolonged exchange limitations
could limit WFT's ability to repatriate earnings and exposes the
company to exchange rate risk.
Liquidity also includes $890 million available under the credit
facilities as of Dec. 31, 2017. Fitch notes that WFT received $430
million from the sale of its U.S. pressure pumping assets to
Schlumberger in December 2017, and proceeds were used to pay down
debt last year.
WEAK CREDIT METRICS FORECAST
WFT's weak FCF generation profile and high gross debt level is a
key factor in the 'CCC' IDR as WFT posted another negative FCF year
in 2017. 2018 is likely to show some demand pick-up in
international markets, and some further improvement in North
America, although capex budgets are still being finalized.
Debt/EBITDA is forecast to remain elevated at over 11x in 2018 with
weak interest coverage of 1.2x. This is an improvement from Fitch
calculated 2017 debt/EBITDA of 15.8x and interest coverage of
1.1x.
GEOGRAPHICAL DIVERSITY
WFT operates in 90 countries. Although Fitch projects weak metrics
in Fitch forecast, WFT should capture incremental business
opportunities as demand slowly picks up globally and capex budgets
are revised upwards. Near term, WFT's revenue exposure to onshore
North America is a positive as operational momentum has been
improving. Geographical and other segment operating revenue
break-out were as follows as of Sept. 30, 2017: North America
(35.7%); Middle East/North Africa (MENA, 23.7%); Europe/SSA
(17.6%); Latin America (16%); and land drilling rigs (7%). As part
of aforementioned streamlining initiatives, WFT's reporting
segments were changed at the end of 3Q17 into the Eastern
Hemisphere (prior MENA/Asia Pacific, Europe/SSA/Russia and land
drilling rigs in the Eastern Hemisphere), and Western Hemisphere
(prior North America, Latin America, and land drilling rigs in
Colombia and Mexico).
DERIVATION SUMMARY
WFT is the fourth largest oilfield services (OFS) company in the
world and competes with the first three listed by order of size;
Schlumberger (SLB-NR), Haliburton (HAL-NR) and GE Baker Hughes
(BHGE-NR). These peers are competitively advantaged from a scale
and asset quality standpoint relative to WFT, which supports
pricing power, and stronger through the cycle operating margins.
All four companies have geographically diversified operations, but
HAL and WFT have the highest exposure to North America, and
benefits from the recovering North American market albeit at
different price points driven by ability and time to market of
creative technologically driven offerings to the E&P customer
base.
WFT's operating margins remain weaker than peers, highlighting a
challenging business environment, mixed asset quality and market
positioning as revenues have declined faster than costs can be
rationalized. WFT is weakly positioned relative to peers on each
major comparative and with limited financial flexibility relative
to the top three.
KEY ASSUMPTIONS
Fitch's key assumptions within Fitch rating case for the issuer
include:
-- WTI oil price that trends up from $50/barrel in 2018,
$52.5/barrel in 2019, $55/barrel in 2020 and long-term price
of $55/barrel.
-- Henry Hub gas price that trends up from $3.0/mcf in 2018,
$3.0/mcf in 2019, $/mcf in 2020 and long-term price of
$3.25/mcf.
-- Consolidated revenue growth in 2018 driven by stronger North
American growth relative to international regions where Fitch
expects a recovery lag.
-- Margins that exhibit incremental cost reductions.
-- Capital expenditure of $225 million in 2017, $250 million in
2018, followed by modest capex spending increase as operating
cash flow expectations improve.
-- Receipt of $430 million cash payment from Schlumberger in
2017, representing proceeds for the sale of the U.S. pressure
pumping equipment.
-- Retention of land rig fleet.
RATING SENSITIVITIES
Fitch does not currently anticipate a positive rating action on WFT
as relatively high debt levels, weak FCF generation, and slow
oilfield services sector recovery are key hurdles the company must
overcome to improve its current credit trajectory. Negative actions
will occur with further credit metrics deterioration, or renewed
concerns around covenant violation risks that further amplify
liquidity risks.
Future Developments That May, Individually or Collectively, Lead to
Positive Rating Action
-- Demonstrated commitment by management to lower gross debt
levels.
-- Track record by management of achieving operational and
financial targets.
-- Demonstrated ability to effectively manage cash burn and
covenant violation risks.
-- Improved OFS outlook supported by pricing and/or activity
level improvement such as additional contracts from credit
worthy customers.
Future Developments That May, Individually or Collectively, Lead to
Negative Rating Action
-- Failure to manage covenant violation issues, and FCF burn that
heightens liquidity risks.
-- Further material, sustained declines in global OFS demand.
-- Failure to execute liquidity enhancing initiatives that
support revolving credit facility renegotiations or a material
reduction in revolver commitment levels.
LIQUIDITY
Adequate Liquidity Near Term: Weatherford had cash and equivalents
of $613 million as of Dec. 31, 2017. The majority of cash has
historically been held by foreign subsidiaries outside of Ireland.
Based on the nature of its' corporate structure, WFT is able to
deploy cash without incremental taxes. As of Dec. 31, 2017, $99
million of cash and cash equivalents, representing 16% of total
cash on the balance sheet, was denominated in Angolan Kwanza. The
Angolan government has limited U.S. dollar conversion, and
prolonged exchange limitations could limit WFT's ability to
repatriate earnings and exposes the company to exchange rate risk.
Revolving Credit Agreements: WFT's had total commitments of $1
billion under the unsecured guaranteed revolving credit facility
that matures in July 2019 and borrowings of $375 million under the
secured term loan agreement that matures in July 2020. Total
availability as of Dec. 31, 2017 was $890 million reflecting
nothing drawn under the revolver, and $110 million utilized for
letters of credit.
Revolving Credit Facility Renewal: WFT's $1 billion revolving
credit facility matures in July 2019. Commitment levels have slowly
declined as member banks have chosen over time to let their
commitments expire during renewal discussions and with recent
amendments. Fitch believes that WFT is likely to begin discussions
regarding extending the maturity of the credit facilities in the
very near future, and there is a possibility that some existing
banks may choose to allow their commitments to expire during the
review. The recent covenant amendment permits a $100 million
commitment reduction with the execution of an asset sale. With the
possibility of declining bank commitment amounts, Fitch expects WFT
will maintain a measured capex budget and seek to maintain robust
cash levels on the balance sheet.
FULL LIST OF RATING ACTIONS
Fitch currently rates the following:
Weatherford International plc
-- Long-term Issuer Default Rating (IDR) 'CCC'.
Weatherford International Ltd. (Bermuda)
-- Long-term IDR 'CCC';
-- Senior secured term loan A 'B'/'RR1';
-- Senior unsecured guaranteed bank facility 'B-'/'RR2';
-- Senior unsecured notes 'CCC-'/'RR5';
-- Short-Term IDR 'C';
-- CP Program 'C.'
Weatherford International LLC (Delaware)
-- Long Term IDR 'CCC';
-- Senior unsecured notes 'CCC-'/'RR5'.
WEATHERFORD INT'L: Moody's Rates New $600MM Unsec. Notes Caa1
-------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to Weatherford
International, LLC's (Weatherford LLC, a Delaware company) proposed
$600 million senior unsecured notes due 2025. Weatherford LLC and
Weatherford International Ltd., a Bermuda exempted company
(Weatherford), are both wholly owned by Weatherford International
plc, an Irish public limited company. Weatherford's other ratings
and negative rating outlook remained unchanged.
Net proceeds will be used primarily to repay the 2018 notes and to
fund a tender offer for the 2019 notes issued by Weatherford.
Concurrent with this offering, Weatherford initiated a tender offer
for its $485 million 2019 notes.
"Although this transaction will not change Weatherford's heavy debt
load, it will alleviate near term refinancing pressures," said
Sajjad Alam, Moody's Senior Analyst.
Assignments:
Issuer: Weatherford International, LLC (Delaware)
-- Senior Unsecured Regular Bond/Debenture due 2025, Assigned
Caa1 (LGD4)
RATINGS RATIONALE
The proposed notes will rank pari passu with Weatherford's and
Weatherford LLC's existing senior unsecured notes. Weatherford and
Weatherford International plc (the unrated ultimate parent) will
each fully and unconditionally guarantee the notes on a senior
unsecured basis. The Caa1 rating on the new notes is rated in-line
with the existing Caa1 unsecured debt ratings of both Weatherford
and Weatherford LLC. The unsecured notes are rated one notch below
Weatherford's B3 Corporate Family Rating (CFR), reflecting the
contractual and structural subordination of the unsecured notes to
the company's credit facility. Weatherford's credit facility
benefits from upstream guarantees from a material portion of its
operating and holding company subsidiaries and the facility
includes a term loan that has a first-lien security interest on
substantially all of Weatherford's assets.
Weatherford International Ltd.'s B3 CFR reflects the company's
highly elevated financial leverage, significant business
transformation risk and the likelihood of limited free cash flow
generation through 2018 under slowly improving industry conditions.
While Moody's expect sequentially higher revenues and earnings in
2018, Weatherford's cash flow generation will be insufficient to
meaningfully reduce debt leaving leverage at unsustainably high
levels. The company received $430 million of cash after selling its
US pressure pumping assets to Schlumberger Ltd. (A1 stable) in
December 2017, and is looking to divest additional non-strategic
businesses to augment liquidity and help reduce debt. Moody's
expect cash flow generation to remain weak over the near term given
the likelihood of additional restructuring charges and asset
dispositions in 2018.
Weatherford's B3 CFR is supported by: its large scale and strong
market positions in several product categories; its broad
geographic and customer diversification, with a substantial portion
of its revenue coming from markets outside the more volatile North
American market; and its numerous patented products and
technologies that are well-known and widely used in the oilfield
services (OFS) industry giving the company some competitive
advantage. The rating also considers the various credit enhancing
measures Weatherford's management has undertaken in response to the
downturn, including dramatically cutting costs and headcount,
rationalizing operations, raising equity, extending the company's
debt maturity profile, and prioritizing free cash flow generation
and debt reduction.
The negative outlook reflects Weatherford's need to execute asset
sales and business transformation to restore financial
flexibility.
The CFR could be upgraded if Weatherford is able to generate
positive cash flow from operations that supports a retained cash
flow/debt ratio above 5% in an improving industry environment.
Weatherford's ratings could be downgraded should liquidity weakens,
leverage increases, or operating cash flow remains negative.
Weatherford International Ltd. and Weatherford International, LLC
are wholly-owned subsidiaries of Weatherford International plc,
which is headquartered in Switzerland and is a diversified
international energy service and manufacturing company that
provides a variety of services and equipment to the oil and gas
industry.
The principal methodology used in this rating was Global Oilfield
Services Industry Rating Methodology published in May 2017.
WESTERN GAS: Moody's Rates Proposed Sr. Notes Due 2028/2048 'Ba1'
-----------------------------------------------------------------
Moody's Investors Service assigned Ba1 ratings to Western Gas
Partners, LP's proposed offering of senior notes due 2028 and 2048.
Proceeds from the new notes will be used to repay revolver
borrowings and to fund capital expenditures. All existing ratings
of Western Gas, including the Ba1 Corporate Family Rating (CFR),
and the stable outlook are unchanged.
"This notes offering refinances revolver borrowings on a long-term
basis and pre-funds planned growth capital expenditures," commented
Pete Speer, Moody's Senior Vice President. "Following the offering,
Western Gas will have ample liquidity to fund its large growth
capital budget and repay the $350 million senior notes that mature
in August 2018."
Assignments:
Issuer: Western Gas Partners, LP
-- Senior Unsecured Notes, Assigned Ba1 (LGD4)
RATINGS RATIONALE
The new senior notes have been rated Ba1, consistent with the
ratings of Western Gas's existing senior notes. The new notes are
unsecured and have no subsidiary guarantees, consistent with
Western Gas's other senior notes and its committed revolving credit
facility. The senior notes are rated the same as the CFR since all
of the partnership's debts are pari passu.
Western Gas's Ba1 CFR is supported by its high proportion of
fee-based revenues that provides cash flow stability, good
commodity and basin diversification, and relatively low financial
leverage. The partnership's direct commodity price exposure is
limited by hedging arrangements with Anadarko Petroleum Corporation
(Anadarko, Ba1 stable), but it does have exposure to fluctuations
in production volumes, particularly in its gathering business.
While its stand-alone credit attributes could support a Baa3
rating, Western Gas's high customer concentration risk with
Anadarko combined with Anadarko's controlling ownership effectively
limits its rating to that of Anadarko's.
Western Gas entered 2018 with Debt/EBITDA under 3.5x. This notes
offering will initially increase financial leverage, but leverage
remains well within the range supportive of the rating. Forecasted
earnings growth over the course of this year should bring leverage
back down comfortably below 4x. This notes offering and the
increase in the revolver commitment to $1.5 billion (maturity date
extended to February 2023) provides ample liquidity to fund 2018
planned capital spending of $1 billion to $1.1 billion.
The outlook is stable, consistent with the stable outlook for
Anadarko's ratings. In order for Western Gas's ratings to be
upgraded to Baa3, Anadarko's ratings must be upgraded to Baa3 or
higher and the partnership will have to sustain its asset and
earnings scale while maintaining its fee-based focus and low
financial leverage.
Western Gas's ratings would likely be downgraded if Anadarko's
ratings were downgraded. The partnership's ratings could also be
downgraded if leverage were to significantly increase because of
debt-funded acquisitions or significant earnings declines from
lower customer production volumes. Debt/EBITDA sustained above 5x
could result in a ratings downgrade.
The principal methodology used in this rating was Midstream Energy
published in May 2017.
Western Gas (WES) is a publicly traded master limited partnership
(MLP) that provides midstream energy services primarily to Anadarko
Petroleum Corporation as well as other third party oil and gas
producers and customers. Anadarko controls WES through its
ownership of the general partner (GP) of Western Gas Equity
Partners (WGP, unrated), which owns the GP of WES and a meaningful
amount of WES' limited partner (LP) interests.
WESTINGHOUSE ELECTRIC: Estimates 98.9-100% Claims Recovery
----------------------------------------------------------
Westinghouse Electric Company LLC and its affiliated debtors filed
with the U.S. Bankruptcy Court for the Southern District of New
York a Disclosure Statement for the purposes of soliciting
acceptances of the Joint Chapter 11 Plan of Reorganization, dated
January 29, 2018.
The voting deadline to accept or reject the plan is on March 15,
2018, unless extended by the Debtors. Only holders of Claims in
Class 3 (General Unsecured Claims) are entitled to vote or are
being solicited to vote to accept or reject the Plan.
The Plan provides for a global and integrated compromise and
settlement of all disputes among the Debtors, and the direct and
indirect non-Debtor subsidiaries of TSB Nuclear Energy Services
Inc. and TNEH UK and their key creditor constituencies.
Specifically, the Plan provides for a transaction valued at
approximately $4.6 billion, pursuant to which Brookfield WEC
Holdings LLC (the "Plan Investor") will provide approximately
$3.802 billion in cash and cash consideration to fund a chapter 11
plan process in exchange for the acquisition of 100% of (i) the
equity interests in Westinghouse Electric Holdings UK Limited held
by TNEH UK, and (ii) the equity interests in reorganized U.S.
HoldCo, in the latter case subject to certain excluded assets and
liabilities ("Plan Investment Transaction") pursuant to that
certain Plan Funding Agreement by and among TNEH UK and U.S.
HoldCo, as sellers, and Plan Investor, as buyer and in accordance
with the Plan.
The Plan Investment Transaction further contemplates the assumption
of approximately $770 million of liabilities, subject to certain
adjustments. The Debtors have engaged in extensive negotiations
with (i) their ultimate parent, Toshiba Corporation, (ii) the
holder of the largest Claims asserted against the Debtors, Nucleus
Acquisition LLC ("Consenting Claimholder"), (iii) the Statutory
Unsecured Claimholders Committee, and (iv) the Plan Investor, which
culminated in the entry into a Plan Support Agreement.
Pursuant to the Plan Support Agreement, the PSA Parties have agreed
to support the Plan and the restructuring transactions. Pursuant to
the Plan and Confirmation Order, a Plan Oversight Board will be
established to, among other things, oversee and direct the
implementation and administration of the Plan for the benefit of
holders of Claims.
The Plan Oversight Board will be comprised of five individuals and
will have authority to implement the Reconciliation Plan and, among
other things, and subject to certain restrictions in the Plan,
facilitate Distributions under the Plan.
The Plan provides that on or before the Effective Date, the Plan
Investor will transfer the Net Plan Investment Proceeds, and the
Debtors will transfer the Excluded Assets, to an entity to be
formed to administer the Plan ("Wind Down Co") for the benefit of
holders of Allowed Claims. On the Effective Date, Wind Down Co will
deposit cash or cash equivalents of Wind Down Co equal to $1.15
billion in a segregated account to be used for Distributions to
Allowed Class 3A General Unsecured Claims.
Based on the Plan Investment Proceeds, the Debtors' analysis of
claims asserted against them, and the settlements and compromises
with the PSA Parties and the Company Affiliates embodied in the
Plan, the Debtors believe that holders of Allowed Class 3A General
Unsecured Claims are estimated to receive distributions under the
Plan at or just below 100% of their allowed 3A General Unsecured
Claims.
Each holder of an allowed Class 3A General Unsecured Claim will
receive, cash distributions in an amount equal to the lesser of:
(a) its pro rata share of the Segregated Funds, and (b) 100% of the
amount of such allowed Class 3A General Unsecured Claim.
Each holder of an allowed Class 3B General Unsecured Claim shall
receive its pro rata share of 100% of the membership interests in
Wind Down Co (or, if Wind Down Co is not a limited liability
company, 100% of the beneficial ownership interests in Wind Down
Co), which pursuant to the provisions of the Plan, the Plan
Oversight Board By-Laws, and the Wind Down Co Organizational
Documents, will be obligated to distribute available cash from time
to time to its members (or, if Wind Down Co is not a limited
liability company, to the holders of its beneficial ownership
interests).
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/nysb17-10751-2326.pdf
About Westinghouse Electric
Westinghouse Electric Company LLC --
http://www.westinghousenuclear.com/-- is a U.S.-based nuclear
power company founded in 1999 that provides design work and
start-up help for new nuclear power plants and makes many of the
components. Westinghouse manufactures and supplies the commercial
fuel products needed to run the plants, and it offers training,
engineering, maintenance, and quality management services. Almost
50% of nuclear power plants around the world and about 60% of U.S.
plants are based on Westinghouse's technology. Westinghouse's
world headquarters are located in the Pittsburgh suburb of
Cranberry Township, Pennsylvania.
On Oct. 16, 2006, Westinghouse Electric was sold for $5.4 billion
to a group comprising of Toshiba (77% share), partners The Shaw
Group (20% share), and Ishikawajima-Harima Heavy Industries Co.
Ltd. (3% share). After purchasing part of Shaw's stake in 2013,
Japan-based conglomerate Toshiba obtained ownership of 87% of
Westinghouse.
Amid cost overruns at U.S. nuclear reactors it was building,
Westinghouse Electric Company LLC, along with 29 affiliates, filed
voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 17-10751) on March 29,
2017. The petitions were signed by AlixPartners' Lisa J. Donahue,
the Debtors' chief transition and development officer.
The Debtors disclosed total assets of $4.32 billion and total
liabilities of $9.39 billion as of Feb. 28, 2017.
The Hon. Michael E. Wiles presides over the cases.
Weil, Gotshal & Manges LLP serves as counsel to the Debtors. The
Debtors hired AlixPartners LLP as financial advisor; PJT Partners
Inc. as investment banker; Kurtzman Carson Consultants LLC as
claims and noticing agent; K&L Gates as special counsel; and KPMG
LLP as tax consultant and accounting and financial reporting
advisor.
The Debtors retained PricewaterhouseCoopers LLP as independent
auditor and tax services provider to perform audit services in
connection with Toshiba Nuclear Energy Holdings (US) Inc. and
Toshiba Nuclear Energy Holdings (UK) Ltd.
Toshiba Nuclear Energy Holdings (UK) Ltd. is represented by Albert
Togut, Esq., Brian F. Moore, Esq., and Kyle J. Ortiz, Esq., at
Togut, Segal & Segal LLP.
On April 7, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. Proskauer Rose LLP is
the committee's bankruptcy counsel, and Houlihan Lokey Capital,
Inc., serves as its investment banker.
The Board of Directors of Westinghouse appointed a special panel
called the U.S. AP1000 Committee to oversee the company's
activities related to certain AP1000 nuclear plants located in
Georgia and South Carolina.
WILDWOOD PROPERTY: Settlement Agreement with Homeowners Enforced
----------------------------------------------------------------
Wildwood Property Owners Association entered into a Settlement
Agreement with a group of Homeowners in June 2016. Wildwood filed
a motion to enforce the terms of the Settlement Agreement, arguing
Paragraph 12 requires dismissal of the pending bankruptcy adversary
proceeding and state court lawsuit. The Homeowners filed a
cross-motion to enforce, disputing Wildwood's interpretation of the
Settlement Agreement and claiming that dismissal is not required.
Bankruptcy Judge Marvin Isgur grants Wildwood's motion to enforce.
The terms of the Settlement Agreement require that the homeowners
dismiss the adversary proceeding and state court suit.
Wildwood believed that it satisfied its obligations under the
Settlement Agreement by conducting two votes, requiring the
Homeowners' suits to now be dismissed. The Homeowners dispute
Wildwood's assertion, claiming that a quorum is a prerequisite to
the validity of any vote. Since neither vote achieved a quorum, the
Homeowners allege that, in effect, no vote has taken place and no
dismissal of their pending lawsuits is required.
The Court finds that Wildwood's interpretation of Paragraph 12 of
the Settlement Agreement upholds the contract's purpose. The
Settlement Agreement requires dismissal of the Homeowners' suits
if, after two votes, the residents fail to adopt the revised
restrictive covenants without regard to the number of voters
participating. This fits within the purpose of the Settlement
Agreement as a whole, bringing the dispute and litigation between
the parties to an end without resulting in a perpetual cycle of
votes without any resolution as the Homeowners propose.
Accordingly, the Court adopts Wildwood's interpretation of the
Settlement Agreement.
The bankruptcy case is in re: WILDWOOD PROPERTY OWNERS ASSOCIATION,
Chapter 11, Debtor(s). Case No. 82-04155 (Bankr. S.D. Tex.).
The adversary proceeding is WILDWOOD PROPERTY OWNERS ASSOCIATION,
Plaintiff(s), v. MARY J. BORDELON, et al Defendant(s), Adversary
No. 14-03292 (Bankr. S.D. Tex.).
A full-text copy of Judge Isgur's Memorandum Opinion dated Feb. 7,
2018 is available at https://is.gd/rU0iND from Leagle.com.
Wildwood Property Owners Association, Plaintiff, represented by
Laura Alaniz -- JTrevino@thompsoncoe.com -- Thompson Coe Cousins &
Irons, L.L.P., Clinton F. Brown, Roberts Markel Winberg Butler
Hailey & Dustin C. Fessler, Roberts Markel Weinberg et al.
Mary J. Bordelon, Robert S. Bordelon, Brett Byrd, Teri L. Byrd, Fay
Byrd, Delpha Cansler, Mary E. Carruth, Wills F. Carruth, Tommy
Cobb, Carol Susan Cobb, Jim T. Collier, Robert Craig, Audrey Craig,
Phillip G. Ellis, Loriann Ellis, Mary Jane Handcock, Janice L.
Hansel, Phillip Sand Hansel II, Keith Hughes, Dana Hughes, JoAnne
Janeaux, Ivy Janeaux, David W. Kent, Penny Landry, Therman P.
Landry, Jr., Lesley LaRoe, Cecil McConnell, Marvin L. McEachern,
Pearl S. McEachern, Johnny Mecom, Archie Miller, Charles Moon,
Nelda Moon, Max Morell, Jody Morell, Michael T. Nash, Judy C. Nash,
Brian Neumann, Tammy Neumann, Anthony F. Palumbo, Ingeborg S.
Palumbo, Marilyn T. Parker, Reginald L. Richardson, Vicki L.
Richardson, Andrea K. Simmons, Scott E. Simmons, Scott E. Simmons
as Independent Executor of the Estate of Karlene Snoek, Deceased,
Hershel R. Smith, Retha Smith, Mary A. Stidham, James Thompson,
Aaron Tupper, Joy Warren, Lawrence Westhoven, Sandra Westhoven,
Thomas A. Westhoven, Tana Tupper, Rene Thompson, Patrick I.
Stidham, Marvin R. Fannin & Timothy R. Byrd, Defendants,
represented by David W. Anderson -- david@davidandersonlaw.net --
Law Office of David W. Anderson.
WWLC INVESTMENT: Unsecured Creditors to Get $37K From Sale Proceeds
-------------------------------------------------------------------
WWLC Investment, L.P., filed a plan of reorganization providing for
the orderly sale of the 2901 W. 15th Street, in Plano, Texas, in
Collin County, Texas, which includes a commercial retail building
containing 27,280 square feet and parking lot more fully described
as Prairie Creek Estates #2, (CPL) Block B, Lot 12B.
The Debtor is a limited partnership organized under the laws of the
state of Texas. Its general partner is H.P.Z. International, Inc.
Wendy Chen is the owner of H.P.Z International, Inc. and its
President. The Debtor was created in 2003 and currently owns and
operates the Prairie Creek Estates #2 building and parking lot.
The Debtor is in the business of renting out space to commercial
tenants. As of the Petition Date, the Debtor had two tenants
signed to multi-year leases. The Debtor has also conducted
business as WLC Investment L.P. The Debtor filed the instant
bankruptcy in order to liquidate its assets in an orderly fashion,
preserving its full value for the benefit of its creditors.
The Debtor has employed a real estate broker and has entered into a
listing agreement to market the Real Property at a list price of
$3.2 million dollars.
Class 1 Claim (Green Bank). The Class 1 Claim is impaired and is
entitled to vote on the Plan. The claim of Green Bank results from
a note and first lien deed of trust, secured by the Real Property.
The note has matured. The Debtor will continue to pay a monthly
payment of $2,481.74 and satisfy all other obligations under this
note and first lien deed of trust with Green Bank. The legal,
equitable and contractual rights of Green Bank will remain
unchanged with respect to the Real Property. Green Bank will be
paid in full all amounts owed under its note upon the sale of the
Real Property. The Class 1 Claimant will retain its lien on the
Real Property until paid in full.
Class 2 Claim (Collin County Tax Assessor). The Class 2 Claim is
unimpaired and is not entitled to vote on the Plan. The Class 2
Claimant will be paid in the normal course by the Debtor in
accordance with the local statutory requirements for doing so.
Class 3 Claims (General Unsecured Claims, Other than Sorab Miraki).
Claims in Class 3 (approximately $37,747) will be paid the total
amount upon the sale of the Real Property. Class 3 Claims are
Impaired and entitled to vote on the Plan.
Class 4 Claim (Disputed Secured Claim of Sorab Miraki). The Class
4 Claim of Sorab Miraki will be paid in full from the proceeds of
the sale of the Real Property once the claim is no longer a
Disputed Claim or a Contested Claim and is deemed Allowed by the
court and all appeals are final. The Debtor has scheduled the
Class 4 Claim as disputed on its bankruptcy schedules. The timing
of the payment of the Class 4 Claim will be controlled by Section
H. of the Plan.
Class 5 Claim (Equity Interest). The Class 5 Claim will retain its
membership interest in the Debtor. The Class 5 will not be
entitled to a distribution until all Administrative Claims and
those claims in Class 1-4 have been satisfied pursuant to the terms
of the Plan. For purposes of distribution to Class 5, a claim will
be deemed satisfied once such claim is either paid in full or
sufficient funds have been escrowed to allow for payment of all
Disputed or Contested Claims. The Class 5 Claim is not entitled to
vote.
The Debtor intends to make the payments required under the Plan
from the following sources:
1. Available Cash. The Debtor projects $30,000 of cash will be
available on the date of the Confirmation Hearing including the
$8,947 held as a security deposit for the Debtor's tenant.
2. Sale of the Real Property. The Debtor anticipates that it
will be able to sell the Real Property for an amount in excess of
all of the claims (both undisputed and disputed) in the case to
allow for payment of all claims in full. Funds in an amount
equivalent to all Disputed Claims and Contested Claims, plus 10% of
that amount will be deposited into the IOLTA trust account of the
Debtor's Special Counsel, The Erikson Firm, A Professional
Corporation, to be held pending the final resolution of all
Disputed Claims. The firm may seek an order from the bankruptcy
court authorizing distribution of the funds. The bankruptcy court
may be closed in the interim period between the sale of the Real
Property and the ultimate distribution of the funds. In such
event, a motion to reopen the case must be filed.
3. Debtor's Current Monthly Income. Until such time as the
Debtor is able to consummate a sale of the Real Property, the
Debtor will have sufficient funds to pay the operating expenses of
the Debtor as well as continue adequate protection payments to
Green Bank. The ability of the Debtor to maintain operations is
established by the monthly operating reports filed in this case.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/txeb17-41913-28.pdf
About WWLC Investment
WWLC Investment, L.P., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Tex. Case No. 17-41913) on Sept. 1,
2017. In the petition signed by authorized representative Wendy
Chen, the Debtor estimated assets and liabilities of less than
$50,000. Judge Brenda T. Rhoades presides over the case. The
Debtor hired Quilling Selander Lownds Winslett & Moser, P.C., as
legal counsel; and Palmer & Manuel, LLP, and The Erikson Firm as
special counsel.
[*] James Snyder Joins Sidley Austin's Global Finance Practice
--------------------------------------------------------------
Sidley Austin LLP on Feb. 21, 2018, disclosed that James Snyder has
joined the firm in Chicago as a partner in its Global Finance
practice. He was formerly a partner at Winston & Strawn LLP.
Mr. Snyder is focused on commercial finance matters, including
corporate lending transactions, acquisition finance, specialty
lending and other complex investments.
Mr. Snyder has considerable experience representing both banks and
alternative lenders in senior secured and unsecured credit
facilities, first-out last-out, unitranche and other one-stop
financings, first and second lien transactions, mezzanine and
subordinated financings, and cash flow and asset-based
transactions. He has counseled both lenders and borrowers in
connection with debtor-in-possession financings, bankruptcy exit
facilities, workouts and restructurings. Mr. Snyder also has
advised private equity firms as well as public and private
corporations in debt financings and general corporate matters.
"Jamie has substantial experience advising middle market and
large-cap companies across the credit spectrum, and we are pleased
to welcome him to the firm," said Craig Griffith, member of
Sidley's Executive Committee and its Global Finance practice. "He
will be a key resource in guiding our clients, particularly those
in the traditional banking and alternative lending spaces, through
transactions within the changing global finance market."
Mr. Snyder's arrival follows that of Andrew Cardonick, another
Global Finance partner who recently joined the firm in Chicago.
With 2,000 lawyers in 20 offices around the globe, Sidley is a
premier legal adviser for clients across the spectrum of
industries.
[*] McGregor Joins FTI's Corporate Finance & Restructuring Group
----------------------------------------------------------------
FTI Consulting, Inc. on Feb. 20, 2018, announced the appointment of
Keith McGregor as a Senior Managing Director in the Corporate
Finance & Restructuring segment, continuing to deepen the firm's
global company-side restructuring capabilities.
Mr. McGregor, who joins FTI Consulting from EY, will be based in
New York. In his role, he will focus on working with distressed
companies, their stakeholders and prospective alternative capital
providers across multiple sectors globally. He brings more than 25
years of experience in restructuring as a financial advisor,
restructuring banker and chief restructuring officer ("CRO") in
multinational and domestic situations across the United States,
Europe, the Middle East, Africa and Asia Pacific.
"We continue to look for the right opportunities to enhance our
company-side advisory practice, as we did with the addition of the
team from the CDG Group in 2017," said Michael Eisenband, Global
Co-Leader of the Corporate Finance & Restructuring segment at FTI
Consulting. "Keith draws on his extensive background working with
corporations, governments and financiers to help his clients
identify value from financial and operational restructurings. His
experience is a perfect complement to our ongoing commitment to be
the leading diversified global restructuring practice."
Mr. McGregor spent three years with EY's U.S. restructuring
business in New York, where he worked on restructurings in the
energy, consumer products, infrastructure and media sectors, both
in and out of Chapter 11. Before moving to New York, Mr. McGregor
led EY's restructuring group in Europe, the Middle East, India and
Africa and supported the development of the global corporate
finance practice in the United States and Asia Pacific. He has
deep experience in retail restructurings as both an advisor and
executive. Since the global financial crisis of 2008, he has
personally led large and complex restructurings across multiple
industries with a capitalization of more than $100 billion.
Commenting on his appointment, Mr. McGregor said, "The most
important factor for me was the ability to fully leverage my
experience with the breadth of FTI Consulting's platform. It has a
leading reputation globally, and in addition the diversified
offerings enable the firm to provide services to clients beyond
pure restructuring, which is increasingly important, especially to
alternative capital providers. The depth and breadth of the
platform and the expertise are a perfect fit, and I am excited to
begin working with the team."
About FTI Consulting
FTI Consulting, Inc. (NYSE: FCN) -- http://www.fticonsulting.com/
-- is a global business advisory firm dedicated to helping
organizations manage change, mitigate risk and resolve disputes:
financial, legal, operational, political & regulatory, reputational
and transactional. With more than 4,600 employees located in 28
countries, FTI Consulting professionals work closely with clients
to anticipate, illuminate and overcome complex business challenges
and make the most of opportunities. The Company generated $1.81
billion in revenues during fiscal year 2016.
[^] BOND PRICING: For the Week from February 19 to 23, 2018
-----------------------------------------------------------
Company Ticker Coupon Bid Price Maturity
------- ------ ------ --------- --------
Alpha Appalachia
Holdings Inc ANR 3.250 2.048 8/1/2015
Appvion Inc APPPAP 9.000 8.375 6/1/2020
Appvion Inc APPPAP 9.000 8.375 6/1/2020
Avaya Inc AVYA 10.500 4.223 3/1/2021
Avaya Inc AVYA 10.500 4.223 3/1/2021
BPZ Resources Inc BPZR 6.500 3.017 3/1/2015
BPZ Resources Inc BPZR 6.500 3.017 3/1/2049
Bon-Ton Department
Stores Inc/The BONT 8.000 18.500 6/15/2021
BreitBurn Energy
Partners LP / BreitBurn
Finance Corp BBEP 8.625 7.500 10/15/2020
BreitBurn Energy
Partners LP / BreitBurn
Finance Corp BBEP 8.625 7.125 10/15/2020
BreitBurn Energy
Partners LP / BreitBurn
Finance Corp BBEP 8.625 7.125 10/15/2020
BreitBurn Energy
Partners LP / BreitBurn
Finance Corp BBEP 7.875 6.500 4/15/2022
Cenveo Corp CVO 6.000 48.500 8/1/2019
Cenveo Corp CVO 8.500 9.813 9/15/2022
Cenveo Corp CVO 6.000 50.500 8/1/2019
Cenveo Corp CVO 8.500 9.500 9/15/2022
Chassix Holdings Inc CHASSX 10.000 8.000 12/15/2018
Chassix Holdings Inc CHASSX 10.000 8.000 12/15/2018
Chicago & Eastern
Illinois Railroad Co UNP 5.000 100.139 1/1/2054
Chukchansi Economic
Development Authority CHUKCH 9.750 60.951 5/30/2020
Claire's Stores Inc CLE 9.000 70.266 3/15/2019
Claire's Stores Inc CLE 8.875 23.200 3/15/2019
Claire's Stores Inc CLE 7.750 10.625 6/1/2020
Claire's Stores Inc CLE 9.000 70.396 3/15/2019
Claire's Stores Inc CLE 9.000 70.611 3/15/2019
Claire's Stores Inc CLE 7.750 10.625 6/1/2020
Cobalt International
Energy Inc CIEI 2.625 31.250 12/1/2019
Cumulus Media Holdings Inc CMLS 7.750 21.000 5/1/2019
EV Energy Partners LP /
EV Energy Finance Corp EVEP 8.000 48.598 4/15/2019
EXCO Resources Inc XCOO 8.500 9.050 4/15/2022
Egalet Corp EGLT 5.500 46.250 4/1/2020
Emergent Capital Inc EMGC 8.500 60.095 2/15/2019
Energy Conversion
Devices Inc ENER 3.000 7.875 6/15/2013
Energy Future
Holdings Corp TXU 9.750 90.000 10/15/2019
Energy Future
Holdings Corp TXU 6.550 15.625 11/15/2034
Energy Future
Holdings Corp TXU 6.500 15.000 11/15/2024
Energy Future Intermediate
Holding Co LLC /
EFIH Finance Inc TXU 11.250 38.000 12/1/2018
Energy Future Intermediate
Holding Co LLC /
EFIH Finance Inc TXU 9.750 39.625 10/15/2019
Energy Future Intermediate
Holding Co LLC /
EFIH Finance Inc TXU 11.250 38.500 12/1/2018
FGI Operating Co LLC /
FGI Finance Inc GUN 7.875 24.574 5/1/2020
Federal Home Loan Banks FHLB 1.050 99.395 3/1/2018
FirstEnergy Solutions Corp FE 6.050 34.920 8/15/2021
FirstEnergy Solutions Corp FE 6.050 35.647 8/15/2021
FirstEnergy Solutions Corp FE 6.050 35.647 8/15/2021
Fleetwood Enterprises Inc FLTW 14.000 3.557 12/15/2011
GenOn Energy Inc GENONE 9.500 82.250 10/15/2018
GenOn Energy Inc GENONE 9.500 79.000 10/15/2018
GenOn Energy Inc GENONE 9.500 82.875 10/15/2018
Gibson Brands Inc GIBSON 8.875 78.849 8/1/2018
Gibson Brands Inc GIBSON 8.875 75.597 8/1/2018
Gibson Brands Inc GIBSON 8.875 78.986 8/1/2018
Homer City Generation LP HOMCTY 8.137 38.750 10/1/2019
Iconix Brand Group Inc ICON 1.500 96.500 3/15/2018
Illinois Power
Generating Co DYN 6.300 33.375 4/1/2020
Interactive Network Inc /
FriendFinder
Networks Inc FFNT 14.000 70.250 12/20/2018
IronGate Energy
Services LLC IRONGT 11.000 36.875 7/1/2018
IronGate Energy
Services LLC IRONGT 11.000 36.875 7/1/2018
IronGate Energy
Services LLC IRONGT 11.000 36.875 7/1/2018
IronGate Energy
Services LLC IRONGT 11.000 36.875 7/1/2018
Las Vegas Monorail Co LASVMC 5.500 4.037 7/15/2019
Lehman Brothers
Holdings Inc LEH 2.000 3.326 3/3/2009
Lehman Brothers
Holdings Inc LEH 5.000 3.326 2/7/2009
Lehman Brothers
Holdings Inc LEH 1.600 3.326 11/5/2011
Lehman Brothers
Holdings Inc LEH 1.383 3.326 6/15/2009
Lehman Brothers
Holdings Inc LEH 2.070 3.326 6/15/2009
Lehman Brothers
Holdings Inc LEH 4.000 3.326 4/30/2009
Lehman Brothers
Holdings Inc LEH 1.500 3.326 3/29/2013
Lehman Brothers Inc LEH 7.500 1.226 8/1/2026
Linc USA GP / Linc Energy
Finance USA Inc LNCAU 9.625 1.000 10/31/2017
MF Global Holdings Ltd MF 3.375 30.000 8/1/2018
MModal Inc MODL 10.750 6.125 8/15/2020
Mashantucket Western
Pequot Tribe MASHTU 7.350 15.250 7/1/2026
Midstates Petroleum
Co Inc / Midstates
Petroleum Co LLC MPO 10.750 3.717 10/1/2020
Molycorp Inc MCP 10.000 1.301 6/1/2020
Murray Energy Corp MURREN 11.250 45.883 4/15/2021
Murray Energy Corp MURREN 11.250 46.567 4/15/2021
Murray Energy Corp MURREN 9.500 45.375 12/5/2020
Murray Energy Corp MURREN 9.500 45.375 12/5/2020
New Gulf Resources LLC/
NGR Finance Corp NGREFN 12.250 7.000 5/15/2019
New Gulf Resources LLC/
NGR Finance Corp NGREFN 12.250 7.000 5/15/2019
New Gulf Resources LLC/
NGR Finance Corp NGREFN 12.250 7.000 5/15/2019
Nine West Holdings Inc JNY 8.250 6.233 3/15/2019
Nine West Holdings Inc JNY 6.125 7.045 11/15/2034
Nine West Holdings Inc JNY 6.875 10.652 3/15/2019
Nine West Holdings Inc JNY 8.250 6.475 3/15/2019
OMX Timber Finance
Investments II LLC OMX 5.540 10.125 1/29/2020
Orexigen Therapeutics Inc OREX 2.750 34.000 12/1/2020
Orexigen Therapeutics Inc OREX 2.750 40.256 12/1/2020
PaperWorks Industries Inc PAPWRK 9.500 54.586 8/15/2019
PaperWorks Industries Inc PAPWRK 9.500 54.313 8/15/2019
Powerwave Technologies Inc PWAV 2.750 0.435 7/15/2041
Powerwave Technologies Inc PWAV 3.875 0.435 10/1/2027
Powerwave Technologies Inc PWAV 3.875 0.435 10/1/2027
Powerwave Technologies Inc PWAV 1.875 0.435 11/15/2024
Powerwave Technologies Inc PWAV 1.875 0.435 11/15/2024
Pride International LLC ESV 8.500 106.723 6/15/2019
Prospect Holding Co LLC /
Prospect Holding
Finance Co PRSPCT 10.250 48.250 10/1/2018
RAAM Global Energy Co RAMGEN 12.500 2.000 10/1/2015
Real Alloy Holding Inc RELYQ 10.000 72.000 1/15/2019
Real Alloy Holding Inc RELYQ 10.000 68.750 1/15/2019
Renco Metals Inc RENCO 11.500 26.750 7/1/2003
Rex Energy Corp REXX 6.250 31.405 8/1/2022
Rex Energy Corp REXX 8.875 34.714 12/1/2020
Rolta LLC RLTAIN 10.750 31.875 5/16/2018
SAExploration Holdings Inc SAEX 10.000 53.125 7/15/2019
SandRidge Energy Inc SD 7.500 1.889 2/15/2023
Sears Holdings Corp SHLD 6.625 78.287 10/15/2018
Sears Holdings Corp SHLD 6.625 78.287 10/15/2018
Sears Holdings Corp SHLD 8.000 41.249 12/15/2019
Sears Holdings Corp SHLD 6.625 78.330 10/15/2018
SiTV LLC / SiTV
Finance Inc NUVOTV 10.375 66.990 7/1/2019
SiTV LLC / SiTV
Finance Inc NUVOTV 10.375 66.881 7/1/2019
Syniverse Foreign
Holdings Corp SVR 9.125 101.316 1/15/2022
TerraVia Holdings Inc TVIA 5.000 10.250 10/1/2019
TerraVia Holdings Inc TVIA 6.000 4.367 2/1/2018
Texas Competitive Electric
Holdings Co LLC /
TCEH Finance Inc TXU 11.500 0.974 10/1/2020
Texas Competitive Electric
Holdings Co LLC /
TCEH Finance Inc TXU 11.500 0.974 10/1/2020
Toys R Us - Delaware Inc TOY 8.750 9.875 9/1/2021
Toys R Us Inc TOY 7.375 12.750 10/15/2018
Transworld Systems Inc TSIACQ 9.500 27.885 8/15/2021
Transworld Systems Inc TSIACQ 9.500 28.104 8/15/2021
UCI International LLC UCII 8.625 4.778 2/15/2019
Walter Energy Inc WLTG 8.500 0.834 4/15/2021
Walter Energy Inc WLTG 9.875 0.834 12/15/2020
Walter Energy Inc WLTG 9.875 0.834 12/15/2020
Walter Energy Inc WLTG 9.875 0.834 12/15/2020
Westmoreland Coal Co WLB 8.750 40.371 1/1/2022
Westmoreland Coal Co WLB 8.750 40.326 1/1/2022
iHeartCommunications Inc IHRT 14.000 12.429 2/1/2021
iHeartCommunications Inc IHRT 6.875 30.565 6/15/2018
iHeartCommunications Inc IHRT 7.250 18.622 10/15/2027
iHeartCommunications Inc IHRT 14.000 12.474 2/1/2021
iHeartCommunications Inc IHRT 14.000 12.475 2/1/2021
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
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share in public markets. At first glance, this list may look like
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than a balance sheet solvency test.
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Chapter 11 cases involving less than $1,000,000 in assets and
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Monthly Operating Reports are summarized in every Saturday edition
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The Sunday TCR delivers securitization rating news from the week
then-ending.
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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
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Copyright 2018. All rights reserved. ISSN: 1520-9474.
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*** End of Transmission ***