/raid1/www/Hosts/bankrupt/TCR_Public/180329.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Thursday, March 29, 2018, Vol. 22, No. 87
Headlines
3714 EVANS: Taps Robert Bassel as Bankruptcy Counsel
688 10TH AVENUE: Hires Morrison Tenenbaum as Counsel
84 ELTON LLC: Hires MYC & Associates as Real Estate Broker
A GRACE PLACE: Taps Sands Anderson as Legal Counsel
A'GACI LLC: Taps J. Michael Edwards as Consultant
ADTALEM GLOBAL: S&P Assigns BB Corp. Credit Rating, Outlook Stable
AEROPOSTALE INC: Chapter 11 Liquidation Plan Confirmed
AF & P: Taps Corral Tran Singh as Legal Counsel
AKC ENTERPRISES: Hires Kramer Commercial as Real Estate Broker
AKC ENTERPRISES: Seeks to Hire B&B as Accountant
ANDERSON NEWS: DayStar Buying Lenoir Property for $275K
AUGUSTUS ENERGY: Proposes OWN-Led Auction on June 8
Blue Diamond: Hires Hutzler, McGibbon as Senior Managers
BRACHA CAB: Taps Rosenberg Musso as Legal Counsel
BRANDENBURG FAMILY: Taps Squire Lemkin as Accountant
BREITBURN ENERGY: AMT Global Opposes Revised 3rd Amended Plan
BRIDGEHAMPTON STONE: Taps Morrison-Tenenbaum as Legal Counsel
CORNUCOPIA OIL: Public Auction Set for April 13
CS360 TOWERS: Trustee Taps Keller Williams as Real Estate Broker
CUMULUS MEDIA: Copyright Owners Oppose 1st Amended Reorg Plan
D-M-B CORPORATION: Taps Deiches & Ferschmann as Legal Counsel
DESTINATION PROPERTIES: Voluntary Chapter 11 Case Summary
DEXTERA SURGICAL: Seeks to Hire Arch & Beam, Appoints CRO
ECTOR COUNTY HOSP: Fitch Cuts Hospital Bonds Rating to BB+
ET SOLAR: Umbrella Solar Buying Inventory for $95K
FLORA WEIMERSKRICH: Son Buying 1995 GMC Pickup for $1.3K
FLORIDA DIRT: Case Summary & 20 Largest Unsecured Creditors
FROG ROCK: Case Summary & 30 Largest Unsecured Creditors
G HURTADO CONSTRUCTION: Case Summary & 19 Unsecured Creditors
HARSCO CORP: Fitch Affirms BB Long-Term IDR; Outlook Stable
HELLER EHRMAN: Has No Interest in Ex-Partners' Hourly Fee Work
INNOVAK INTERNATIONAL: Taps POHL PA as Legal Counsel
JBC AGRICULTURAL: Taps Kutner Brinen as Legal Counsel
JERUSALEM RESTAURANT: Taps Mark Law Firm as Legal Counsel
KATY INDUSTRIES: Court Approves Termination of Retiree Benefits
KIDS FOUNDATION: Taps Lawrence Emeh as Accountant
M2 SYSTEMS: Taps Latham Shuker as Legal Counsel
MARIANO MENDOZA: Lopezes Buying Santa Ana Property for $550K
MARLEX ENTERPRISES: Taps Wood-Richardson as Accountant
MATRIX BROADCASTING: Voluntary Chapter 11 Case Summary
MEHRI AKHLAGHPOUR: Trustee Selling Hillsborough Hills Condo Unit
MEHRI AKHLAGHPOUR: Trustee Selling North Hills Condo Unit for $325K
MM CAPITAL: Case Summary & 14 Largest Unsecured Creditors
NIBUR INC: Taps Puglisi Moore as Accountant
NY COMMUNITY BANCORP: Fitch Affirms BB- Preferred Stock Rating
OLYMPIA OFFICE: Receiver Wants to Enter into Lease Transactions
ON-CALL STAFFING: Zwerschke Buying Courtland Property for $285K
PARAGON OFFSHORE: Old Paragon Chapter 11 Cases Dismissed
PARKLAND FUEL: DBRS Gives 'BB' Rating to $50MM 6% Unsec. Notes
PAYROLL MANAGEMENT: Case Summary & 20 Largest Unsecured Creditors
PEACOCK DEVELOPMENT: Taps POHL PA as Legal Counsel
PEREZ BROTHERS: Taps Jennifer Min Liu as Accountant
PIEDMONT SALES: Taps Harvey Holdings' COO as Manager
PIERSON LAKES HOMEOWNERS: Case Summary & 13 Unsecured Creditors
PINNACLE COS: Traylor Buying Sulphur Spring Property for $2.6M
PINNACLE COS: Vititow Buying Sulphur Springs Property for $1.3M
PROVIDENCE WIRELESS: Taps Parker Poe as Special Counsel
QUINCY ST III: Hires Leo Fox as Counsel
RICARDO C. GONZALEZ: Taps Peter Spindel as Legal Counsel
RICHARD D. VAN: Hires Rayburn Cooper as Special Counsel
RIENZI & SONS: Alma Bank's Bid to Reopen Bankruptcy Case Nixed
RONIC INC: Marino Realty Buying All Assets for $2.2 Million
SAGE GROUP: Taps Troutman Law Firm as Legal Counsel
SAPPHIRE AVIATION I: Fitch Assigns BBsf Rating on Series C Notes
SEADRILL LTD: Files Supplement to Amended Reorg Plan
SENIAH CORP: Tolling Agreement Did Not Apply to Lawyer, Court Rules
SIVYER STEEL: Hires Bradshaw Fowler as General Counsel
SIVYER STEEL: Hires Spencer Fane as Special Counsel
SIVYER STEEL: Seeks Approval of CRO's Restructuring Agreement
SKYPATROL LLC: Committee Taps Perlman Bajandas as Legal Counsel
SOUTHEASTERN GROCERS: 581 of 700 Store Leases to Be Assumed
SOUTHEASTERN GROCERS: 75% Recovery in Debt-for-Equity Deal
SOUTHEASTERN GROCERS: Case Summary & 30 Top Unsecured Creditors
TAFF LLC: Taps Spiess & Bell as Special Counsel
TOYS R US: Gets Court's Nod on Winddown of 735 US Stores
TRIDENT TPI: Moody's Affirms B3 CFR; Keeps Outlook Stable
US FINANCIAL: Case Summary & 20 Largest Unsecured Creditors
VILLAGE AT LAKERIDGE: R. Rabkin Not Insider, Supreme Ct. Affirms
WALKING COMPANY: Hires Consensus Advisory as Financial Advisor
WALKING COMPANY: Hires KCC as Administrative Advisor
WESTINGHOUSE ELECTRIC: Court Confirms Reorganization Plan
WILL NELSON: MDM Investments Buying Memphis Property for $25K
WILLAURA INC: Hires Thomson Brock as Accountant
WILLIDPEWS BBQ: Hires Darby Law as Bankruptcy Counsel
WILMA'S DEN: Hires Snell & Wilmer as Counsel
WIT'S END RANCH: Magnetic Buying Denver Property for $3.4M
WOODBRIDGE GROUP: DKD Buying Cablestay Property for $15M
WOODBRIDGE GROUP: Dransfield Buying Snowmass Property for $6M
[*] Kenneth Lewis Joins Whiteford Taylor's N.Y. Office as Partner
[*] Orange Lake Country Club to Sell $603,000 in Timeshare Loans
[^] Recent Small-Dollar & Individual Chapter 11 Filings
*********
3714 EVANS: Taps Robert Bassel as Bankruptcy Counsel
----------------------------------------------------
3714 Evans LLC seeks approval from the U.S. Bankruptcy Court for
the Middle District of Florida to hire Robert Bassel, Esq., as its
legal counsel.
Mr. Bassel will advise the Debtor regarding its duties under the
Bankruptcy Code and will provide other legal services related to
its Chapter 11 case.
The Debtor will pay the attorney $300 for his services. The
attorney received a retainer of $16,717, of which $1,717 was used
for the filing fee and $3,600 was used for pre-bankruptcy legal
fees.
Mr. Bassel disclosed in a court filing that he is "disinterested"
as defined in Section 101(14) of the Bankruptcy Code.
Mr. Bassel maintains an office at:
Robert N. Bassel, Esq.
P.O. Box T
Clinton, MI 49236
Phone: 248-677-1234
E-mail: bbassel@gmail.com
About 3714 Evans
Based in Fort Myers, Florida, 3714 Evans LLC is a privately-held
company listing itself as a single asset real estate (as defined in
11 U.S.C. Section 101(51B)).
3714 Evans LLC sought protection under chapter 11 of the Bankruptcy
Code (Bankr. M.D. Fla. Case No. 18-00852) on Feb. 5, 2018. In the
petition signed by Kenneth Berdick, principal, the Debtor estimated
assets of $100,000 to $500,000 and estimated liabilities of $1
million to $10 million.
688 10TH AVENUE: Hires Morrison Tenenbaum as Counsel
----------------------------------------------------
688 10th Avenue Restaurant Corp., seeks authority from the U.S.
Bankruptcy Court for the Eastern District of New York to employ
Morrison Tenenbaum, PLLC, as counsel to the Debtor.
688 10th Avenue requires Morrison Tenenbaum to:
a. advise the Debtor with respect to its powers and duties as
debtor-in-possession in the management of its estate;
b. assist in any amendments of Schedules and other financial
disclosures and in the preparation, review, amendment of a
disclosure statement and plan of reorganization;
c. negotiate with the Debtor's creditors and taking the
necessary legal steps to confirm and consummate a plan of
reorganization;
d. prepare on behalf of the Debtor all necessary motions,
applications, answers, proposed orders, reports and other
papers to be filed by the Debtor in this case;
e. appear before the Bankruptcy Court to represent and protect
the interests of the Debtor and its estate; and
f. perform all other legal services for the Debtor that may be
necessary and proper for an effective reorganization.
Morrison Tenenbaum will be paid at these hourly rates:
Partners $525
Associates $380
Paraprofessionals $175
On Sept. 21, 2017, Morrison Tenenbaum received a retainer in the
amount of $5,000 from a third-party payor.
Morrison Tenenbaum will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Lawrence F. Morrison, partner of Morrison Tenenbaum PLLC, assured
the Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.
Morrison-Tenenbaum can be reached at:
Lawrence F. Morrison, Esq.
MORRISON TENENBAUM PLLC
87 Walker Street, Floor 2
New York, New York 10013
Tel: (212) 620-0938
E-mail: lmorrison@m-t-law.com
About 688 10th Avenue Restaurant Corp.
688 10th Avenue Restaurant Corp. operates a Cuban style restaurant
located at 688 10th Avenue, New York, New York. It filed for
Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Case No.
-17-46576) on Dec. 7, 2017. Morrison-Tenenbaum PLLC serves as the
Debtor's bankruptcy counsel.
84 ELTON LLC: Hires MYC & Associates as Real Estate Broker
----------------------------------------------------------
84 Elton LLC seeks authority from the U.S. Bankruptcy Court for the
Eastern District of New York to employ MYC & Associates, Inc., as
real estate broker to the Debtor.
84 Elton LLC requires MYC & Associates to market and sell the
Debtor's real property located at 321 Pulaski Street, Brooklyn, NY
11206.
MYC & Associates will be paid a commission of 4% of the sales price
of the property.
Marc P. Yaverbaum, member of MYC & Associates, Inc., assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.
MYC & Associates can be reached at:
Marc P. Yaverbaum
MYC & ASSOCIATES, INC.
1110 South Avenue, Suite 22
Staten Island, NY 10314
Tel: (347) 273-1258
About 84 Elton LLC
84 Elton LLC filed a Chapter 11 bankruptcy petition (Bankr.
E.D.N.Y. Case No. 18-40038) on Jan. 3, 2018, disclosing under $1
million in both assets and liabilities. Avrum J. Rosen, Esq., at
Rosen Kantrow & Dillon, PLLC, is the Debtor's counsel.
A GRACE PLACE: Taps Sands Anderson as Legal Counsel
---------------------------------------------------
A Grace Place Adult Care Center seeks approval from the U.S.
Bankruptcy Court for the Eastern District of Virginia to hire Sands
Anderson PC as its legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code and will provide other legal services related to
its Chapter 11 case.
Roy Terry, Jr., Esq., and John Smith, Esq., the attorneys who will
be handling the case, will charge $430 per hour and $345 per hour,
respectively. Paralegals charge $195 per hour.
Sands Anderson received a pre-bankruptcy retainer in the sum of
$35,000 from the Debtor.
The firm does not represent any interests adverse to the Debtor,
according to court filings.
Sands Anderson can be reached through:
Roy M. Terry, Jr., Esq.
John C. Smith, Esq.
Sands Anderson PC
P.O. Box 1998
Richmond, VA 23218-1998
Phone: 804.648.1636
Email: rterry@sandsanderson.com
About A Grace Place Adult Care Center
A Grace Place Adult Care Center -- https://agprva.org/ -- is a
non-stock, non-profit corporation formed in Virginia on Oct. 9,
1969, to provide various programs of support, education, training,
rehabilitation, and recreation for adults with disabilities and
age-related conditions. The organization has two divisions, Adult
Day Care and Day Support.
A Grace Place Adult Care Center sought protection under Chapter 11
of the Bankruptcy Code (Bankr. E.D. Va. Case No. 18-31331) on March
16, 2018.
In the petition signed by Lynne K. Seward, interim CEO, the Debtor
estimated assets of less than $500,000 and liabilities of $1
million to $10 million.
Judge Kevin R. Huennekens presides over the case.
Sands Anderson PC is the Debtor's legal counsel.
A'GACI LLC: Taps J. Michael Edwards as Consultant
-------------------------------------------------
A'GACI LLC seeks approval from the U.S. Bankruptcy Court for the
Western District of Texas to hire J. Michael Edwards, LLC, as
consultant.
The firm will assist the Debtor in managing its financial affairs.
Its services include overseeing the Debtor's day-to-day
transactions; coordinating annual audit with its external audit
firm; managing interbank transfers, deposits and outgoing wires;
managing cash flow as compared to budget in a declining balance
scenario; updating quarterly reporting to include actual results to
produce revised forecast; and overseeing completion of tax
filings.
The firm will charge $175 per hour, which will be invoiced on a
monthly basis. Any travel outside normal work hours will be billed
at a rate of 50% of the hourly fee.
J. Michael Edwards, principal of the firm, disclosed in a court
filing that he is a "disinterested person" as defined in section
101(14) of the Bankruptcy Code.
The firm can be reached through:
J. Michael Edwards
J. Michael Edwards, LLC
30907 Keeneland Drive
Fair Oaks Ranch, TX 78015
About A'GACI, L.L.C.
Founded in San Antonio, Texas, A'GACI, L.L.C. --
http://www.agacistore.com/-- is a fast-fashion retailer of women's
apparel and accessories. A'GACI attracts young, fashion-driven
consumers through its value-pricing and frequent introductions of
new and trendy merchandise. It operates specialty apparel and
footwear stores under the A'GACI banner as well as a
direct-to-consumer business comprised of its e-commerce Web site
http://www.agacistore.com/Stores feature an assortment of tops,
dresses, bottoms, jewelry, and accessories sold primarily under the
Company's exclusive A'GACI label. In addition, the Company sells
shoes under its sister brand labels of O'Shoes and Boutique Five.
A'GACI, L.L.C., filed a Chapter 11 petition (Bankr. W.D. Tex. Case
No. 18-50049) on Jan. 9, 2018. In the petition signed by manager
David Won, the Debtor disclosed $82 million in total assets and $62
million in total liabilities as of Nov. 25, 2017.
The case is assigned to Judge Ronald B. King.
Haynes and Boone, LLP, serves as the Debtor's bankruptcy counsel;
Berkeley Research Group, LLC is the financial advisor; and SSG
Advisors, LLC, is the investment banker. Kurtzman Carson
Consultants LLC, is the claims, noticing & balloting agent and
maintains the site http://www.kccllc.net/agaci
No trustee, examiner or official committee of unsecured creditors
has been appointed in the case.
ADTALEM GLOBAL: S&P Assigns BB Corp. Credit Rating, Outlook Stable
------------------------------------------------------------------
S&P Global Ratings assigned its 'BB' corporate credit rating to
Adtalem Global Education Inc. The outlook is stable.
S&P said, "At the same time, we assigned our 'BB+' issue-level
rating and '2' recovery rating to the company's senior secured
first-lien credit facilities, which consist of a $300 million
revolving credit facility due 2023 and a $300 million term loan B
due 2025. The '2' recovery rating indicates our expectation for
substantial recovery (70%-90%; rounded estimate: 85%) of principal
in the event of a default."
The 'BB' corporate credit rating reflects the company's low
leverage of about 2x pro forma for the sale of DeVry University,
substantial sources of liquidity, and strong free operating cash
flow generation of about 25% of debt. S&P said, "We believe the
company's conservative financial position partially offsets the
risks associated with its significant exposure to government
funding sources such as Title IV in the U.S. and FIES in Brazil,
the potential of losing Title IV at its veterinary school due to
gainful employment regulations, and the risk of significant legal
costs from its ownership of DeVry that might not be fully covered
by insurance. Our rating also reflects our expectation that the
company will complete its planned divestiture of DeVry University
in fiscal 2019.
"The stable outlook reflects our expectation that Adtalem will
generate steady revenue and EBITDA growth through positive
enrollment trends in its medical and health care segment, growth in
the ACAMS business, and expansion in its Brazilian operations while
maintaining sources of liquidity of more than $300 million and
leverage below 2.5x. It also reflects our expectation that the
DeVry University sale will close in the first half of 2019 and the
company's veterinary school will have continued access to Title IV
funding.
"We could lower the rating if we expect the company's leverage to
increase above 2.5x on a sustained basis. This could occur if
enrollment trends in the medical and health care segment
deteriorate materially. An inability to sell DeVry University,
significant litigation costs, loss of Title IV funding at RUSVM, or
liquidity concerns could also result in a downgrade.
"We could raise the rating if the company broadens its scale of
operations, improves enrollment at its Caribbean medical schools,
and further reduces its reliance on government-assisted funding
sources. An upgrade would also likely include an expectation that
the company will reduce and maintain leverage well below 1.5x."
AEROPOSTALE INC: Chapter 11 Liquidation Plan Confirmed
------------------------------------------------------
Alex Wolf, writing for Bankruptcy Law360, reports that U.S.
Bankruptcy Judge Sean H. Lane confirmed the Chapter 11 liquidation
plan for teen fashion retailer Aeropostale. Judge Lane ruled on
Wednesday that the Plan's disputed third-party litigation releases
are justified by the history of the case and considerable lender
contributions.
As reported by the Troubled Company Reporter, citing
BankruptcyData.com, multiple parties -- including the U.S.
Securities and Exchange Commission (SEC), the Louisiana Department
of Revenue and the U.S. Trustee assigned to the Aeropostale case --
filed with the U.S. Bankruptcy Court separate objections to
Aeropostale's Revised Third Amended Joint Plan of Reorganization.
The Trustee asserts, "The United States Trustee objects to the
Third Amended Joint Plan because it contains broad non-debtor
third-party releases and an exculpation provision. The
plan proponents fail to meet their burden of proof with respect to
whether this Court has subject matter jurisdiction to impose these
releases and whether the Plan can be confirmed under the standards
set forth by the Second Circuit in Metromedia."
In September 2016, Aeropostale won court permission to sell its
assets to a group of landlords led by Simon Property Group Inc. and
General
Growth Properties Inc. Tiffany Kary, writing for Bloomberg News,
reported that the group prevailed at a Sept. 2 auction with a $243
million bid and a plan to keep open at least 229 stores.
The Court also approved a separate sale of Aeropostale's trade
names and intellectual property rights pursuant to an Asset
Purchase Agreement by and among the Debtors and Aero Opco (the
'Buyer') and the Agency Agreement by and among the Debtors and Aero
Opco, Hilco Merchant Resources, and Gordon Brothers Retail
Partners. Following the IP sale, Aeropostale changed its corporate
name to ARO Liquidation.
Under the Liquidation Plan, Holders of General Unsecured Claims
shall not receive or retain any property under the Plan on account
of such Claims.
About ARO Liquidation
Aeropostale, Inc. (OTC Pink: AROPQ) was a specialty retailer of
casual apparel and accessories, principally serving young women and
men through its Aeropostale(R) and Aeropostale Factory(TM) stores
and website and 4 to 12 year-olds through its P.S. From Aeropostale
stores and website. The Company provides customers with a focused
selection of high quality fashion and fashion basic merchandise at
compelling values in an exciting and customer friendly store
environment. Aeropostale maintains control over its proprietary
brands by designing, sourcing, marketing and selling all of its own
merchandise. As of May 1, 2016, the Company operated 739
Aeropostale(R) stores in 50 states and Puerto
Rico, 41 Aeropostale stores in Canada and 25 P.S. from
Aeropostale(R) stores in 12 states. In addition, pursuant to
various licensing agreements, the Company's licensees currently
operate 322 Aeropostale(R) and P.S. from Aeropostale(R) locations
in the Middle East, Asia, Europe, and Latin America. Since
November 2012, Aeropostale, Inc., has operated GoJane.com, an
online women's fashion footwear and apparel retailer.
Aeropostale, Inc., and 10 of its affiliates each filed a voluntary
petition under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y.
Lead Case No. 16-11275) on May 4, 2016. The petitions were signed
by Marc G. Schubac, senior vice president, general counsel and
secretary.
The Debtors disclosed assets of $354.38 million and total debt of
$390.02 million as of Jan. 30, 2016.
The Debtors hired Weil, Gotshal & Manges LLP as counsel; FTI
Consulting, Inc., as restructuring advisor; Stifel, Nicolaus &
Company, Inc., and Miller Buckfire & Company LLC as investment
bankers; RCS Real Estate Advisors as real estate advisors; Prime
Clerk LLC as claims and noticing agent; Stikeman Elliot LLP as
Canadian counsel; and Togut, Segal & Segal LLP as conflicts
counsel.
Judge Sean H. Lane is assigned to the cases.
The U.S. trustee for Region 2 on May 11, 2016, appointed seven
creditors of Aeropostale Inc. to serve on the official committee of
unsecured creditors. The Committee retained Pachulski Stang Ziehl
& Jones LLP as counsel.
* * *
On June 29, 2017, Judge Lane authorized changes to the Debtors'
corporate names in relation to their bankruptcy cases. The new
name for Aeropostale Inc. is now ARO Liquidation, Inc., Case No.
16-11275.
AF & P: Taps Corral Tran Singh as Legal Counsel
-----------------------------------------------
AF & P, Inc., seeks approval from the U.S. Bankruptcy Court for the
Southern District of Texas to hire Corral Tran Singh, LLP, as its
legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; analyze claims of creditors; assist in the
preparation of a plan of reorganization; and provide other legal
services related to its Chapter 11 case.
The firm's attorneys who may handle the case and their respective
hourly rates are:
Susan Tran $325
Brendon Singh $350
Adam Corral $300
Corral charges an hourly fee of $85 for paralegal services.
Prior to the Petition Date, the firm received a retainer in the sum
of $18,300, of which $2,756 was used to pay pre-bankruptcy
attorney's fees and expenses.
Brendon Singh, Esq., a partner at Corral, disclosed in a court
filing that his firm is a "disinterested person" as defined in
section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Adam Corral, Esq.
Susan Tran, Esq.
Brendon Singh, Esq.
1010 Lamar St., Suite 1160
Houston TX 77002
Phone: (832) 975-7300
Fax: (832) 975-7301
E-mail: Susan.Tran@ctsattorneys.com
Brendon.singh@ctsattorneys.com
About AF & P Inc.
AF & P, Inc., which conducts business under the name Kukuri
Japanese Cuisine, is a Texas corporation located at 1902 Washington
Avenue, Unit C, Houston, Texas. It was incorporated on or about
July 29, 2015. AF & P is a Japanese-style Omakase restaurant where
the chef selects and creates a personalized menu for the guests.
It currently employs 18 individuals.
AF & P sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. S.D. Texas Case No. 18-31243) on March 13, 2018.
In the petition signed by Hiroshi Abe, manager and secretary, the
Debtor disclosed that it had estimated assets of less than $50,000
and liabilities of less than $500,000.
Judge Jeff Bohm presides over the case.
AKC ENTERPRISES: Hires Kramer Commercial as Real Estate Broker
--------------------------------------------------------------
AKC Enterprises, Inc., seeks authority from the U.S. Bankruptcy
Court for the Eastern District of Missouri to employ Kramer
Commercial Realty LLC, as real estate broker to the Debtor.
AKC Enterprises requires Kramer Commercial to market, lease and
sell the Debtor's real estate located at 501 Main Street, St.
Charles, Missouri 63301.
AKC Enterprises will be paid a commission of 6% of the gross sales
or lease of the property.
To the best of the Debtor's knowledge the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtor and
its estates.
AKC Enterprises can be reached at:
KRAMER COMMERCIAL REALTY LLC
100 Chesterfield Business Parkway, Suite 200
Saint Louis, MO 63005
Tel: (314) 221-6278
About AKC Enterprises
AKC Enterprises, Inc., doing business as Little Hills Winery, doing
business as Little Hills Restaurant, doing business as Little Hills
Wine Shop, is a locally owned and operated wine producer in Saint
Charles, Missouri. Its wines are made from French/American
Hybrids, German/American Hybrids and Native Missouri Grapes.
The Company harvests grapes purchased from Missouri Grape Growers
and some Illinois Grape Growers. It also produces its fruit wines
from fruit purchased from local suppliers. The company --
https://www.littlehillswinery.com/ -- now produces 16 to 18 wines
depending on the time of year, designated and paired with its menu
served at its restaurant.
The Restaurant offers banquets, catering, and delivery (Grubgo.com)
services. The Restaurant accommodates 300 persons on its terraces
and 100 inside its building. The company's Little Hills Wine Shop
is located at 710 S. Main Street, just two blocks South of the
Restaurant. The Shop features Little Hills Wines and many other
Missouri Made Wines.
AKC Enterprises filed a Chapter 11 petition (Bankr. E.D. Mo. Case
No. 18-40472) on Jan. 29, 2018. In the petition signed by David
Campbell, president, the Debtor disclosed $1.20 million in assets
and $1.57 million in liabilities. Thomas H. Riske, Esq., at
Carmody MacDonald P.C., serves as bankruptcy counsel to the
Debtor.
An official committee of unsecured creditors has not been appointed
in the Chapter 11 case.
AKC ENTERPRISES: Seeks to Hire B&B as Accountant
------------------------------------------------
AKC Enterprises, Inc., seeks approval from the U.S. Bankruptcy
Court for the Eastern District of Missouri to hire B&B Accounting &
Tax Services, LLC, as its accountant.
The firm will assist the Debtor in preparing its tax returns;
evaluate the advisability of making bankruptcy elections under the
Internal Revenue Code; and provide other accounting services
related to its Chapter 11 case.
B&B will charge $525 for the preparation of the Debtor's annual tax
returns. Meanwhile, the firm will charge $400 per month for
bookkeeping services.
B&B does not represent or hold any interest adverse to the Debtor's
estate, according to court filings.
The firm can be reached through:
MaryKay O'Neil
B&B Accounting & Tax Services, LLC
7605 Natural Bridge Road, Suite 102
Saint Louis, MO 63121
Phone: (314) 382-2702
Fax: (314) 382-5493
E-mail: marykay@bbtaxstl.com
About AKC Enterprises
AKC Enterprises, Inc., doing business as Little Hills Winery, doing
business as Little Hills Restaurant, doing business as Little Hills
Wine Shop, is a locally owned and operated wine producer in Saint
Charles, Missouri. Its wines are made from French/American
Hybrids, German/American Hybrids and Native Missouri Grapes. The
Company harvests grapes purchased from Missouri Grape Growers and
some Illinois Grape Growers. It also produces its fruit wines from
fruit purchased from local suppliers. The company --
https://www.littlehillswinery.com/ -- now produces 16 to 18 wines
depending on the time of year, designated and paired with its menu
served at its restaurant. The Restaurant offers banquets,
catering, and delivery (Grubgo.com) services. The Restaurant
accommodates 300 persons on its terraces and 100 inside its
building. The company's Little Hills Wine Shop is located at 710 S.
Main Street, just two blocks South of the Restaurant. The Shop
features Little Hills Wines and many other Missouri Made Wines.
AKC Enterprises filed a Chapter 11 petition (Bankr. E.D. Mo. Case
No. 18-40472) on Jan. 29, 2018. In the petition signed by David
Campbell, president, the Debtor disclosed $1.20 million in assets
and $1.57 million in liabilities. Thomas H. Riske, Esq., at
Carmody MacDonald P.C., serves as bankruptcy counsel to the Debtor.
An official committee of unsecured creditors has not been
appointed in the Chapter 11 case.
ANDERSON NEWS: DayStar Buying Lenoir Property for $275K
-------------------------------------------------------
Anderson News, LLC, asks the U.S. Bankruptcy Court for the District
of Delaware to authorize the private sale of the real property
located at 4099 Martel Road, Lenoir City, Loudon County, Tennessee
to DayStar Church Ministries, Inc. for $275,000.
On Sept. 30, 2004, the Debtor entered into a Revolving Credit Loan
Agreement with SunTrust Bank, as administrative agent for the
lenders thereunder, pursuant to which the Debtor borrowed funds
secured by first priority liens in substantially all of the
Debtor's assets including, without limitation, the Debtor's cash
collateral.
On April 28, 2009, Holston Asset Management L.L.C. purchased the
lien of SunTrust Bank at its then-face-outstanding amount of
$30,515,892. Accordingly, Holston is the current holder of the
SunTrust Lien as well as the security interests granted pursuant to
the SunTrust Lien.
On March 2, 2010, the Court entered the DIP Order approving the DIP
Credit Agreement between the Debtor and Holston in an amount up to
$7.5 million. Pursuant to the DIP Order, the DIP Lender was
granted, among other things, liens on all of the Debtor's assets,
including any recovery on the Antitrust Action, but not including
the Debtor's potential avoidance claims and recoveries therefrom.
On Oct. 25, 2011, the Court entered an order acknowledging that the
period to challenge the Debtor's Stipulations pertaining to its
prepetition lenders, their liens, and the Debtor's prepetition
obligations had expired, and that the Debtor's Stipulations and
other provisions of the DIP Order were final.
Pursuant to a series of Amendments to the DIP Credit Agreement
approved by the Court in orders entered between Oct. 11, 2011 and
April 28, 2014, the Credit Amount was increased from $7.5 million
to $53.5 million. The DIP Order mandates how any proceeds of DIP
Collateral will be applied, and requires the Debtor to pay such
funds first to Holston, as Prepetition Lender and/or DIP Lender, as
applicable.
On Nov. 14, 2014, the Court entered the Junior DIP Order approving
a new, junior debtor-in-possession credit agreement between the
Debtor and Holston, the Junior DIP Credit Amount of which was based
on an aggregate increase in the Debtor's total DIP financing to
$66.6 million. Pursuant to the Junior DIP Order, the Junior DIP
Lender was granted, among other things, junior liens on all of the
Debtor's assets, including any recovery in the Antitrust Action.
The Junior DIP Order mandates how any proceeds of Junior DIP
Collateral will be applied, and requires the Debtor to pay such
funds first to Holston, as Prepetition Lender, DIP Lender, and/or
Junior DIP Lender, as applicable.
On July 21, 2015, the Court entered an order approving an increase
in the Junior DIP Credit Amount, the calculated amount of which was
based on an aggregate increase in the Debtor's total DIP financing
to equal up to $86.6 million.
The Debtor owns the Property. The Property consists of a building
which measures approximately 5,968 square feet and is situated on
approximately 3.8 acres of land. Based on an appraisal conducted
in November 2008, the value of the Property was approximately
$330,000 at that time.
Soon thereafter, the real estate market seemed to have declined,
and the Debtor does not believe prices have since rebounded to
prior levels. Indeed, based on a later appraisal made as of Aug.
30, 2017, which the Debtor received on Sept. 26, 2017, by a
licensed, qualified, and independent appraiser, the estimated
market value of the Property had declined to $290,000 as of that
date.
The Debtor initially commenced its efforts to market the Property
prepetition, on Dec. 8, 2008, when the Debtor entered into an
exclusive listing agreement with Knox Office Realty, a registered
broker, listing the Property for $350,000. In June 2009, the
Debtor and Knox amended the Prior Listing Agreement to decrease the
Property's asking price to $300,000. On Jan. 24, 2010, a
prospective buyer offered $250,000 for the Property. The Debtor
counter-offered. The offering party later withdrew the offer and
declined to proceed with the sale. The Prior Listing Agreement has
since expired.
Thereafter, the Debtor leased the Property to its non-debtor
affiliate, Media Solutions, pursuant to an order entered by the
Court on April 12, 2010. The Debtor also determined that, given
MSolutions' presence on the premises, the Property would be an
economical place to house the Debtor's Twin Rivers computer system
that contains operational, financial, and other records, and moved
the system to the Property. Moreover, MSolutions watched over the
Property, saving the Debtor the cost of paying someone to do so.
The Debtor received an offer to purchase the property in August
2010, which it deemed insufficient and declined.
In May 2015, MSolutions gave notice under the terms of its lease
that it would vacate the Property on July 1, 2015. The Debtor
determined that it could not continue housing the Computer System
on the Property unattended and without MSolutions in the building
given, among other issues, the lack of personnel to control heating
and air conditioning levels. Thus, the Debtor decided at that
time, in its business judgment, to sell the Property and ask an
alternate facility for the Computer System.
Thus, on May 29, 2015, the Debtor filed its Prior Sale Motion. In
the Prior Sale Motion, the Debtor sought authorization to sell the
Property to a non-insider of the Debtor with the highest and best
offer, privately and without holding an auction, in the Debtor's
sole discretion, subject to Holston's advance written approval, and
to enter into a standard listing agreement in connection
therewith.
Thereafter, the United States Trustee for the District of Delaware
informally expressed to the Debtor certain concerns with respect to
the Prior Sale Motion. Specifically, it suggested that the Prior
Sale Motion was premature, and that once the Debtor received an
acceptable offer to purchase the Property, the Debtor file a motion
to approve the direct sale at that time, identifying the buyer,
specifying the price and other relevant terms and attaching the
sale agreement. Upon consideration of these concerns, the Debtor
adjourned the Prior Sale Motion several times, and on Oct. 13,
2015, withdrew the Prior Sale Motion without prejudice.
The Property has remained unoccupied since MSolutions vacated the
premises, and the Debtor has since become responsible for
significant operating expenses, which MSolutions had paid during
its tenancy.
Indeed, operating costs for the Property during the fiscal year
ended September 2017 totaled $28,633, or approximately $2,385 per
month, broken down approximately as follows: (i) Electricity and
Water - $17,079 (approximately $1,423/month); (ii) Maintenance -
$6,003 (approximately $500/month); (iii) Internet/Phone - $4,875
(approximately $406/month); and (iv) Security - $675 (approximately
$56/month).
AMS pays all of the foregoing expenses, and invoices the Debtor
monthly therefor. Additionally, the Debtor paid $2,722 in property
taxes directly last year, which MSolutions had likewise funded
during its occupation of the building. The Computer System remains
at the Property, under the auspices of a computer operator who
visits two to three times a week. Last year, between the computer
operator and foregoing carrying costs, the Debtor expended
(directly or through AMS) approximately $64,257 in connection with
owning the Property.
In August 2017, DayStar approached the Debtor and expressed an
interest in purchasing the Property. On Sept. 26, 2017, the Debtor
received the Appraisal. Thereafter, the Debtor and DayStar engaged
in several months of good faith, arm's-length negotiations over the
price and terms of the potential sale of the Property.
On March 2, 2018, the Debtor and DayStar entered into a Real Estate
Sales Agreement, annexed as Exhibit 1 to the Campbell Declaration,
pursuant to which – subject to the Court's approval -- DayStar
will purchase the Property from the Debtor.
The material terms of the Sale Agreement are:
a. Purchase Price: The purchase price for the Property is
$275,000. The Purchase Price (less the Earnest Money), will be
paid by cashier's check at closing.
b. Private Sale/No Competitive Bidding: The Property will be
sold to DayStar in a private sale.
c. Closing Deadline: The closing will take place on April 30,
2018, and time is of the essence.
d. Earnest Money: The Purchaser has paid the sum of $10,000 to
the Debtor as Earnest Money which will be applied to the Purchase
Price at closing. The Earnest Money is in escrow with the title
company. In the event the Purchaser defaults under the Sale
Agreement, the Debtor may retain the Earnest Money.
e. Use of Proceeds: The proceeds of the Sale will be applied
in accordance with the DIP Orders and Junior DIP Orders.
f. No Broker's Commission: No finder's fee or broker's
commission is or will be due and payable by any party.
g. Relief from Bankruptcy Rule 6004(h): Pursuant to the
Motion, the Debtor asks relief from the fourteen-day stay imposed
by Bankruptcy Rule 6004(h).
A copy of the Agreement attached to the Motion is available for
free at:
http://bankrupt.com/misc/Anderson_News_2556_Sales.pdf
In connection with the proposed Sale, AMS has contracted with SH
Data Centers, LLC (a non-affiliated entity) to host the Computer
System under a co-location agreement for $3,656 per month ($43,872
per year). AMS intends to invoice the Debtor monthly for such
charges. The Computer System is slated to be moved to the new site
within the next few days.
Pursuant to the DIP Order and Junior DIP Order, Holston holds liens
on the Property as DIP Lender and Junior DIP Lender. Holston has
advised the Debtor that it consents to the Sale Agreement. Holston
does not have a lien on the Property as Prepetition Lender.
The Sale Agreement represents the sound exercise of the Debtor's
business judgment.
To implement the foregoing immediately, and in any event by no
later than April 30, 2018 in accordance with the Sale Agreement, in
as much as time is of the essence with respect thereto, pursuant to
Local Rule 6004-1(b)(iv)(O), the Debtor asks relief from the 14-day
stay imposed by Bankruptcy Rule 6004(h).
The Purchaser:
DAYSTAR CHURCH MINISTRIES, INC.
P.O. Box 587
Lenoir City, TN 37771
About Anderson News
Anderson News, LLC was founded in 1917. Prior to February 2009,
the Debtor, together with its non-debtor subsidiary Anderson News
Southwest, LLC (also known as Anderson News - Dallas) and
non-debtor affiliate Anderson Services, LLC, was the second largest
wholesaler of books and magazines in the United States.
The Debtor, Southwest and Anderson Services together serviced
30,000 retail locations in 37 states and had 2,135 employees. The
Debtor had annual revenues in 2008 of $818,766,596.
Anderson News ceased doing business in February 2009, and was the
subject of an involuntary Chapter 7 petition filed by certain of
its creditors (Bankr. D. Del. Case No. 09-10695) on March 2, 2009.
The publishing companies claimed that Anderson News owes them a
combined $37.5 million. An order for relief was
entered on Dec. 30, 2009, and the bankruptcy case was converted
from one under Chapter 7 to one under Chapter 11 on the same day.
The Debtor continues to operate its business and manage its
properties as a
debtor-in-possession pursuant to sections 1107(a) and 1108 of the
Bankruptcy Code. No trustee or official committee of unsecured
creditors has been appointed in this case. An examiner was
appointed, and on June 24, 2011, he filed his full report.
AUGUSTUS ENERGY: Proposes OWN-Led Auction on June 8
---------------------------------------------------
Augustus Energy Resources, LLC, asks the U.S. Bankruptcy Court for
the District of Delaware to authorize the bidding procedures in
connection with the sale of substantially all assets to OWN
Resources, LLC, for $14.2 million, subject to overbid.
In December 2013, the Debtor purchased certain assets from Augustus
Energy Partners for approximately $104 million of which the Debtor
paid approximately $73.6 million in cash, and assumed approximately
$31 million as debt from a prior existing secured credit facility.
The Debtor financed the acquisition with approximately $56 million
in equity and $54 million in senior secured debt pursuant to the
Credit Agreement dated as of Dec. 3, 2013 among the Debtor, as
borrower, Wells Fargo Bank, National Association, as administrative
agent, a letter-of-credit issuer, swap provider, and lender, along
with other instruments, agreement, or documents executed in
connection therewith. To close the acquisition, the Debtor drew
down approximately $54 million of the Senior Secured Credit
Facility, which was and is secured by substantially all of its
Assets. The Senior Secured Credit Facility has an initial
borrowing base of $75 million and a maximum credit amount of $200
million. As of the Petition Date, Wells Fargo is the agent and
sole Pre-Petition Lender under the Credit Agreement.
The Debtor's gas properties encompass approximately 148,000 gross
acres (l02,000 net) in the eastern DJ Basin in Yuma County,
Colorado. Approximately 80% of the Debtor's acreage is held by
production. The 1,575 wells in which the Debtor owns interests
draw from shallower zones (1,800' to 3,000' depth) in the Niobrara
formation and include long-lived reserves, with consistent
production and slow rates of decline. Recent net production was
approximately 12,000 MMcf/d. The Debtor continues to control a
significant leasehold position in northeastern Colorado; however,
due to the decline in natural gas prices and its financial
condition, the Debtor has ceased drilling new gas wells.
In addition, the Debtor also owns 400 miles of low pressure
gathering lines, compression sites and equipment, and 175 miles of
high pressure discharge lines through which it markets 14.1 MMcf/d.
This system is known as the Yuma Gathering System. The services
for the operation of the gathering, compression, and pipeline
systems are performed by Augustus Partners II on behalf of the
Debtor pursuant to the MSA. For the year ending Dec. 31, 2017, the
Debtor generated approximately $11 million in upstream gas revenue
compared to $27.6 million for the 13 months ending Dec. 31, 2014.
This nearly 60% reduction in generated revenue reflects the
collapse in the price of natural gas and decline in production
between 2014 and today and its impact on the Debtor's operations.
At the time of the closing of the December 2013 acquisition, the
Debtor had excess cash on hand, and in January 2014 and used it
along with operating cash flow to pay down the outstanding loan
balance from $54 million to $50.5 million. Thereafter, the Debtor
made regular monthly payments totaling $22.5 million under the
Senior Secured Credit Facility. At the same time, the market price
of natural gas underwent a steady decline with the result that by
the beginning of 2017, the Debtor's borrowing base, which was
subject to a twice annual redetermination pursuant to the
Pre-Petition Claim Documents, had declined to $21 million as of
June 2017.
Notwithstanding the substantial monthly payments from the Debtor to
the Pre-Petition Lender, the outstanding principal balance due
under the Senior Secured Credit Facility in July 2017 was $28
million and the Debtor was in default under the Pre-Petition Claim
Documents. The commodity price decline curtailed additional
drilling to increase production and, as a result, the Debtor found
itself unable to meet debt covenants notwithstanding significant
efforts to reduce operational expenditures.
Notwithstanding the Debtor's efforts to pay-down the amounts due
Wells Fargo under the Senior Secured Credit Facility from monthly
cash flow and to otherwise reduce expenses of the company, such
actions did not enable it to keep ahead of the borrowing base
redeterminations resulting from the collapse in the price of
natural gas.
In 2015, certain royalty owners sued Debtor in the United States
District Court for the District of Colorado, Case No.
15-cv-00835-KLM, captioned Melissa Clarke Crichton v. Augustus
Energy Resources, LLC. The Plaintiffs claim that the Debtor
improperly charged royalty owners certain post-production
processing and transportation costs. The Debtor disputes the
Plaintiffs' claim that it improperly calculated royalty payments
due.
On March 31, 2017, the Court granted the Plaintiffs' motion to
certify the case as a class action to include in the class, with a
few exceptions, all royalty and overriding royalty owners from whom
(beginning in December 2009) the Debtor or its predecessors took
post-production deductions unless the operative oil and gas lease
expressly permits those deductions.
Having explored other alternatives with the assistance of its
advisors, the Debtor has determined that a sale of substantially
all of its Assets would maximize the value of its estate for all
stakeholders.
In order to fully and adequately market its Assets, the Debtor
engaged TenOaks Energy Advisors, LLC to serve as its broker to
assist in the sale of the Debtor's Assets. Prior to the Petition
Date, TenOaks employed a comprehensive marketing process to
identify potential bidders for the Assets. The Debtor, along with
the assistance of TenOaks, will continue to market the Assets
during the pendency of the Debtor's Chapter 11 Case through the
sale process.
With TenOaks' assistance, the Debtor's marketing efforts were
successful, and the Debtor has identified a party to serve as
stalking-horse bidder for its Assets. Specifically, the
Stalking-Horse Bidder has executed the Asset Purchase Agreement,
dated as of March 15, 2018, whereby the Stalking-Horse Bidder
proposes to purchase substantially all of the Debtor's Assets for
cash consideration of approximately $14.2 million, which will serve
as a competitive baseline for bids for recovery by its
stakeholders. The proposed transaction, if approved, will generate
significant value for the Debtor's estate, and, among other things,
will satisfy a significant portion of the prepetition claims
against the Debtor and its estate in a manner that maximizes value
for all stakeholders.
The salient terms of the Purchase Agreement are:
a. Acquired Assets: Includes all right, title and interest of
the Debtor in, to or under all assets and properties, of any kind
and description, owned, licensed, leased or otherwise held by the
Debtor, including certain specified categories of assets identified
in the Purchase Agreement.
b. Assigned Contracts: Those identified in Exhibit E to the
Purchase Agreement
c. Assumed Liabilities: The Buyer will assume and agree to
pay, perform, discharge or otherwise satisfy, when due, certain
identified categories of liabilities as identified in the Purchase
Agreement.
d. Purchase Price: The Base Purchase Price is comprised of:
(i) cash in an amount equal to $14,200,000; and (ii) the assumption
of the Assumed Liabilities, but subject to certain adjustments
provided in the Agreement.
e. Agreements with Management: The Debtor's management and the
Stalking Horse Bidder have discussed in broad terms the possibility
that some of Augustus Partners II employees may be retained by the
Stalking-Horse Bidder Post-Closing. These same employment
opportunities will be made available to other possibly interested
purchasers in the Auction process.
f. Deadlines: The closing of the sale of the Assets will take
place no later than three Business Days following the date on which
the conditions set forth in Article 8 and 1 9, including entry by
the Bankruptcy Court of the Bidding Procedures Order and the Sale
Order, have been satisfied or waived.
g. Deposit: Prior to or substantially concurrent with
execution of the Purchase Agreement, the Buyer has or will pay to
the Escrow Agent a deposit in the amount of 7.5% of the Base
Purchase Price. If Closing occurs, the Deposit will be credited
against the amount required to be paid by the Buyer to Debtor at
Closing.
h. Use of Proceeds: Proceeds from the Sale will be used (i) to
pay the Pre-Petition Lender on account of its valid, perfected,
first-priority liens; and (ii) to fund any Carve-Outs for the
payment of reasonable professional fees and expenses approved by
the Court, including the reasonable and court-approved fees and
expenses of TenOaks as the Debtor's broker.
i. The sale if free and clear of unexpired leases and other
rights.
j. Credit Bid: Any Qualified Bidder, including the
Stalking-Horse Bidder, that has a valid perfected, and unavoidable
lien on any assets of the Debtor's estate, specifically including
the Pre-Petition Lender or its designated representative(s), may
credit bid at any time, in such creditor's sole and absolute
discretion, any portion and up to the entire amount of its claim in
conjunction with any sale of the Debtor's assets, subject to any
prior, unavoidable lien of the Pre-Petition Lender pursuant to the
terms of any cash collateral order otherwise.
k. Relief from Fourteen-Day Stay: Pursuant to the Motion, the
Debtor asks an order waiving the 14-day stay period under the
Bankruptcy Rules 6004(h) and 6006(d).
l. Breakup Fee: 3% of the Base Purchase Price
m. Expense Reimbursement: In the aggregate up to a maximum
amount of $300,000
The Debtor asks authority to offer customary bid protections. It
has agreed to pay the Break-Up Fee and Expense Reimbursement to the
Stalking-Horse Bidder as an allowed administrative-expense priority
claim if the Stalking Horse Bidder is not the Successful Bidder and
the Debtor closes the sale of its assets to another bidder.
To optimally and expeditiously solicit, receive, and evaluate bids
in a fair and accessible manner, the Debtor has developed and
proposed the Bidding Procedures.
The salient terms of the Bidding Procedures are:
a. Contract Cure Objection Deadline: 4:00 p.m. (ET), 14
calendar days from service of the Contract Notice, as the deadline
to object to the cure amounts listed in the Contract Notice.
b. Bid Deadline: June 1, 2018 at 4:00 p.m. (ET)
c. Any Overbid: $14,726,000
d. Deposit: 7.5% of the Base Purchase Price
e. Auction: June 8, 2018 at 11:00 a.m. (ET) or 9:00 a.m. (ET)
at the offices of Davis Graham & Stubbs LLP, located at 1550 17th
Street, Suite 500, Denver, Colorado
f. Bidding Increments: $100,000
g. Sale Objection Deadline: 4:00 p.m. (ET), on or before seven
calendar days after the Bid Deadline
h. Sale Hearing: June 14, 2018, at 11:00 a.m. (ET)
A copy of the Agreement and the Bidding Procedures attached to the
Motion is available for free at:
http://bankrupt.com/misc/Augustus_Energy_11_Sales.pdf
The Debtor believes that this timeline maximizes the prospect of
receiving the highest or otherwise best offer without unduly
prejudicing its estate.
Within three business days following the entry of the Bidding
Procedures Order, the Debtor will provide to the holder of each
Hard Consent written notice of the Bidding Procedures Order, the
Bidding Procedures, the Auction, and the Sale Hearing.
The Debtor also asks approval of the procedures to facilitate the
fair and orderly assumption and assignment of the Contracts in
connection with the Sale. Because the Bidding Procedures Order
sets forth the Assumption Procedures in detail, they are not
restated in the Motion. The Debtor asks authority to assign or
transfer the Assigned Contracts to the Stalking-Horse Bidder or
other Successful Bidder arising from the Auction, if any, to the
extent required by such bidders.
To maximize the value received for the Assets, the Debtor asks to
close the Sale as soon as possible after the Sale Hearing.
Accordingly, it asks the Court to waive the 14-day stay period
under Bankruptcy Rules 6004(h) and 6006(d).
The Purchaser:
OWN RESOURCES, LLC
38 Palmer Crest Court
The Woodlands, TX 77381
Attn: Niels Phaf
Telephone: (713) 628-7339
E-mail: niels.phaf@ownresources.com
The Purchaser is represented by:
Lynn H. Butler, Esq.
HUSCH BLACKWELL, LP
111 Congress Avenue, Suite 1400
Austin, TX 78701
Telephone: (512) 472-5456
E-mail: lynn.butler@huschblackwell.com
The Creditors are represented by:
Ericka F. Johnson, Esq.
WOMBLE BOND DICKINSON
222 Delaware Avenue, 15th Floor
Wilmington, DE 19801
Telephone: (302) 252-4337
E-mail: ericka.johnson@wbd-us.com
William L. Wallander, Esq.
VINSON & ELKINS, LLP
Trarnmell Crow Center
2001 Ross Avenue, Suite 3700
Dallas, TX 75201-2975
Telephone: (214) 220-7905
E-mail: bwallander@velaw.com
About Augustus Energy
Augustus Energy Resources, LLC, headquartered in Billings, Montana,
is a privately-owned natural gas exploration, development and
production company. The Company owns operating and non-operating
working interests in approximately 1,575 natural gas wells in the
eastern portion of the DJ Basin in eastern Colorado, primarily in
Yuma County, as well as certain personal property including
buildings, equipment, transportation equipment, machinery,
gathering systems, compressors and a pipeline system. Augustus
Resources is a Delaware limited liability company formed in 2013.
Augustus Energy Resources filed a voluntary petition for relief
under Chapter 11 of the United States Bankruptcy Code (Bankr. D.
Del. Case No. 18-10580) on March 16, 2018. The case is pending
before the Honorable Laurie Selber Silverstein.
The Debtor estimated assets and liabilities of $10 million to $50
million.
Davis Graham & Stubbs LLP is the Debtor's general bankruptcy
counsel, with the engagement led by Christopher L. Richardson,
Thomas C. Bell, and Kyler K. Burgi. Sullivan Hazeltine Allinson
LLC is the local bankruptcy counsel, with the engagement led by
partners William A. Hazeltine and William D. Sullivan. JND
Corporate Restructuring is the claims and noticing agent.
Vinson & Elkins LLP, is counsel to Wells Fargo, N.A., as
administrative agent and lender under the Senior Secured Credit
Facility.
Blue Diamond: Hires Hutzler, McGibbon as Senior Managers
--------------------------------------------------------
Blue Diamond, LLC, seeks authority from the U.S. Bankruptcy Court
for the Northern District of West Virginia to employ James K.
Hutzler, Jr. and Jennifer McGibbon, as senior managers to the
Debtor.
Blue Diamond requires James K. Hutzler, Jr. and Jennifer McGibbon
to supply management services to the Debtor.
James K. Hutzler, Jr. will be paid $6,000 per month. Jennifer
McGibbon will be paid $10,000 per month, plus automobile expenses.
To the best of the Debtor's knowledge the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtor and
its estates.
About Blue Diamond
Blue Diamond LLC, based in Martinsburg, WV, filed a Chapter 11
petition (Bankr. N.D. W.Va. Case No. 17-01234) on Dec. 20, 2017. In
the petition signed by James Hutzler, Jr., member/manager, the
Debtor estimated $10 million to $50 million in assets and $1
million to $10 million in liabilities.
The Hon. Patrick M. Flatley presides over the case.
Martin P. Sheehan, Esq., at Sheehan & Nugent, PLLC, serves as
bankruptcy counsel to the Debtor. William C.Brewer, Esq., at
Brewer & Giggenbach, PLLC, is the Debtor's special counsel.
BRACHA CAB: Taps Rosenberg Musso as Legal Counsel
-------------------------------------------------
Bracha Cab Corp. seeks approval from the U.S. Bankruptcy Court for
the Eastern District of New York to hire Rosenberg, Musso & Weiner,
LLP as its legal counsel.
The firm will advise the company and its affiliates regarding their
duties under the Bankruptcy Code and will provide other legal
services related to their Chapter 11 cases.
The firm charges an hourly fee of $650 for partners and $525 for
associates. A retainer fee of $45,000 was initially paid by the
Debtors.
Bruce Weiner, Esq., at Rosenberg, disclosed in a court filing that
his firm is a "disinterested person" as defined in Section 101(14)
of the Bankruptcy Code.
Rosenberg can be reached through:
Bruce Weiner, Esq.
Rosenberg, Musso & Weiner, LLP
26 Court Street, Suite 2211
Brooklyn, NY 11242
Tel: (718) 855-6840
Fax: 718-625-1966
E-mail: courts@nybankruptcy.net
About Bracha Cab Corp.
Based in Brooklyn, New York, Bracha Cab Corp. and its affiliates
are privately-held companies in the taxi and limousine services
industry.
Bracha Cab and its affiliates sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. E.D.N.Y. Lead Case No. 17-46613) on
Dec. 8, 2017. In the petitions signed by Esma Elberg, president
and 100% owner, each Debtor estimated assets of less than $50,000
and liabilities of $1 million to $10 million.
Judge Nancy Hershey Lord presides over the cases.
BRANDENBURG FAMILY: Taps Squire Lemkin as Accountant
----------------------------------------------------
The Brandenburg Family Limited Partnership seeks approval from the
U.S. Bankruptcy Court for the District of Maryland to hire Squire,
Lemkin & Company, LLP as its accountant.
The firm will prepare the Debtor's tax returns and monthly reports;
assist in the formulation of a bankruptcy plan; and provide other
accounting services related to its Chapter 11 case.
The firm's hourly rates are:
Partners $250 - $310
Directors $200 - $225
Managers $195 - $225
Senior Accountants $145 - $175
Staff Accountants $90 - $135
Administrative Assistants $60 - $90
Bart Lanman, managing partner of Squire Lemkin, disclosed in a
court filing that he and other members of his firm are
"disinterested" as defined in section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
Bart J. Lanman
Squire, Lemkin & Company, LLP
111 Rockville Pike, Suite 475
Rockville, MD 20850
Phone: 301-424-6800 / 240-268-1632
Fax: 301-424-6892
E-mail: blanman@mycpas.com
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, trustee or examiner has been appointed in
the case.
BREITBURN ENERGY: AMT Global Opposes Revised 3rd Amended Plan
-------------------------------------------------------------
BankruptcyData.com reported that AMT Global (AMT), on March 22,
2018, filed with the U.S. Bankruptcy Court an objection to
Breitburn Energy Partners' Third Amended Joint Chapter 11 Plan
[with technical modifications]. The objection explains, "The
Modified Third Amended Plan filed by the Debtors on March 13, 2018
purports to make minor 'technical' adjustments to the Debtors'
Third Amended Joint Chapter 11 Plan (the 'Third Amended Plan') in
light of this Court's Memorandum Decision and Order Denying
Confirmation of the Debtors' Third Amended Plan (the 'Confirmation
Denial Order'). In reality, however, the Modified Third Amended
Plan materially changes the substantive rights and reasonable
expectations of creditors, alters the distribution scheme, and
risks leaving creditors without recourse on the basis of their
prior acceptance of the Third Amended Plan. Thus, AMT hereby
objects to confirmation of the Modified Third Amended Plan pursuant
to sections 1127(c) and 1129(a)(2) of the Bankruptcy Code and Rule
3019 of the Federal Rules of Bankruptcy Procedure (the 'Bankruptcy
Rules'). In the Confirmation Denial Order, the Court 're-valued'
the Debtors' assets and expressly denied confirmation of the
Debtors' Third Amended Plan - a plan containing, among other
things, a set of complex restructuring transactions and a
settlement of treatment of Second Lien claims that was predicated
on a $1.635 billion midpoint valuation, and assumed recovery ranges
for different creditor classes under that valuation. In an effort
to presumably fix the unfair discrimination infirmity in the Third
Amended Plan identified by this Court, the Debtors filed the
Modified Third Amended Plan. Under the Modified Third Amended Plan,
however, recoveries for Classes 4, 5B, and 6 increase, whereas the
treatment to Class 5A is adversely altered."
As previously reported by The Troubled Company Reporter, the U.S.
Bankruptcy Court for the Southern District of New York issued on
March 9, 2018, a memorandum decision and order denying confirmation
of Breitburn Energy Partners LP and its debtor affiliates' third
amended plan.
On March 13, 2018, the Debtors filed a version of the Third Amended
Joint Chapter 11 Plan with technical modifications, a copy of which
is available at:
http://bankrupt.com/misc/nysb16-11390-2330.pdf
About Breitburn Energy
Breitburn Energy Partners LP is engaged in the acquisition,
exploitation and development of oil and natural gas properties,
Midstream Assets, and a combination of ethane, propane, butane and
natural gasoline that when removed from natural gas become liquid
under various levels of higher pressure and lower temperature, in
the United States. Operations are conducted through Breitburn
Parent's wholly-owned subsidiary, Breitburn Operating LP, and
BOLP's general partner, Breitburn Operating GP LLC.
Breitburn Energy Partners LP and 21 of its affiliates filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code (Bankr. S.D.N.Y. Lead Case No. 16-11390) on May 15, 2016. In
the petitions signed by James G. Jackson, executive vice president
and CFO, Breitburn disclosed assets of $4.71 billion and
liabilities of $3.41 billion
The Debtors tapped Ray C Schrock, Esq., and Stephen Karotkin, Esq.,
at Weil Gotshal & Manges LLP, as bankruptcy counsel. The Debtors
hired Steven J. Reisman, Esq., and Cindi M. Giglio, Esq., at
Curtis, Mallet-Prevost, Colt & Mosle LLP as their conflicts
counsel. The Debtors tapped Alvarez & Marsal North America, LLC,
as financial advisor; Lazard Freres & Co. LLC as investment banker;
and Prime Clerk LLC as claims and noticing agent.
An Official Committee of Unsecured Creditors been formed in the
case. The Creditors Committee retained Milbank, Tweed, Hadley &
McCloy LLP as counsel. The committee members are: (1) Transpecto
Transport Co.; (2) Wilmington Trust Company; and (3) Ronald Jay
Lichtman. The U.S. Trustee originally appointed Ares Special
Situations Fund IV, L.P. C/O Ares Management LLC; BPC UKI LP c/o
Beach Point Capital Management; and Wexford Spectrum Investors,
LLC, as members of the Creditors' Committee. The U.S. Trustee then
also appointed Transpecto Transport Co. and Wilmington Trust
Company as Committee members.
A Statutory Committee of Equity Security Holders was also formed in
the case. The Equity Committee is currently composed of seven
individual holders. The Equity Committee retained Proskauer Rose
LLP as counsel.
BRIDGEHAMPTON STONE: Taps Morrison-Tenenbaum as Legal Counsel
-------------------------------------------------------------
Bridgehampton Stone Inc. seeks approval from the U.S. Bankruptcy
Court for the Eastern District of New York to hire
Morrison-Tenenbaum, PLLC, as its legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; negotiate with creditors; assist in the
preparation of a plan of reorganization; and provide other legal
services related to its Chapter 11 case.
The firm's hourly rates are:
Lawrence Morrison $525
Associates $380
Paraprofessionals $175
Morrison-Tenenbaum received an initial retainer in the sum of
$15,000 prior to the Petition Date.
Lawrence Morrison, Esq., a partner at Morrison-Tenenbaum, disclosed
in a court filing that his firm is a "disinterested person" as
defined in section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Lawrence F. Morrison, Esq.
Morrison-Tenenbaum, PLLC
87 Walker Street, Floor 2
New York, NY 10013
Email: lmorrison@m-t-law.com
About Bridgehampton Stone
Bridgehampton Stone Inc. is a general contractor based in Astoria,
New York.
Bridgehampton Stone sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D.N.Y. Case No. 18-40385) on Jan. 24,
2018. In the petition signed by Daniel Messina, president, the
Debtor estimated assets and liabilities of less than $50,000.
Judge Elizabeth S. Stong presides over the case.
CORNUCOPIA OIL: Public Auction Set for April 13
-----------------------------------------------
Secured party, by Ronald M. Caspert, will sell the collateral at a
public auction on April 13, 2018, at 1:00 p.m., to be held at the
offices of Latham & Watkins, 885 3rd Avenue, New York, New York
10022.
At the auction, 1,000 membership interest inited issued by Furie
Operating Alaska LLC, represented by membership interest
certificate no. 6,1000 membership interests units issued by
Cornucopia Oil & Gas Company LLC, represented by membership
interests certificate no. 4, and 1,000 membership interests units
issued by Corsair Oil & Gas LLC, represented by membership interest
certificate no. 3, will be offered for sale and secured party will
enter into a memorandum of sale with the highest qualified bidder.
The amended and restated credit agreement dated as of March 19,
201, entered into by and among Cornucopia Oil, Furie Operating, the
lenders party thereto, Energy Capital Partners Mezzanine
Opportunities Fund A LP, as administrative agent and collateral
agent for the lenders, and pursuant to (i) the pledged and security
agreement dated as of July 15, 2014, made by the borrowers in favor
of the secured party, (ii) the pledge agreement, dated as of July
15, 2014, made by Deutsche Oel & Gas AG in favor of the secured
party, and (iii) the pledge agreement date as of Oct. 20, 2014,
made by Deutsche Oel in favor of the secured party.
The collateral may be inspected at the offices of Lathman & Watkins
LLP, 885 3rd Avenue, New York, New York, immediately prior to the
public auction or by appointed at Energy Capital Partners, 51 JFK
Parkway, Suite 200, Short Hills, New Jersey, in advance of the
public auction.
Inquiries with respect to the collateral, contact:
Energy Capital Partners Mezzanine Opportunities Fund A LP
c/o Energy Capital Partners
1000 Louisiana Street, Suite 5200
Houston, TX 77002
Attn: Trent Kososki
Fax: (713) 496-3101
Email: tkososki@ecpartners.com
Energy Capital Mezzanine Opportunities Fund A LP
c/o Energy Capital Partners
12608 High Bluff Drive, Suite 400
San Diego, CA 92130
Attn: Jennifer M. Gray
Fax: (858) 703-4401
Email: jgray@ecpartners.com
About Cornucopia Oil
Cornucopia Oil & Gas Company LLC -- http://www.furiealaska.com/--
explores and produce natural gas and oil in the Cook inlet region
of Alaska.
CS360 TOWERS: Trustee Taps Keller Williams as Real Estate Broker
----------------------------------------------------------------
The Chapter 11 trustee for CS360 Towers, LLC seeks approval from
the U.S. Bankruptcy Court for the Eastern District of California to
hire another real estate broker in connection with the sale of its
residential condominium units in Sacramento, California.
In his application, Bradley Sharp proposes to employ Keller
Williams Realty, Inc. "to augment the efforts of the residential
brokerage team" it hired to market the properties.
The trustee had earlier employed William Friedman of Coldwell
Banker as the coordinating bankruptcy broker, and Brent Leuschen of
Cal Northern Realty Group and Michael Stassi of Jones Lang LaSalle
as co-listing brokers.
Keller Williams has agreed to provide services in exchange for the
sales commission on residential condominium units previously
approved by the court, including the 1% to Mr. Friedman as
co-listing broker.
Keller Williams is "disinterested" as defined in section 101(14) of
the Bankruptcy Code, according to court filings.
The firm can be reached through:
Paul Boudier
Keller Williams Realty, Inc.
1221 South Mopac Expressway, Suite 400
Austin, TX 78746
Phone: 512.327.3070 / 916-788-8880
Mobile: 916-919-5775
Office: 916-788-8800
About CS360 Towers
CS360 Towers, LLC, filed a Chapter 11 petition (Bankr. E.D. Cal.
Case No. 17-20731) on Feb. 3, 2017. Mark D. Chisick, manager,
signed the petition. The Debtor tapped Stephan M. Brown, Esq., at
the Bankruptcy Group, P.C., as counsel. At the time of filing, the
Debtor disclosed total assets of $18.46 million and total
liabilities of $5.72 million.
The case is assigned to Judge Robert S. Bardwil.
Bradley Sharp was appointed as Chapter 11 Trustee for the estate of
CS360 Towers, LLC pursuant to order of the court dated March 15,
2017. The assets of the estate include condominium units (both
residential and commercial) in the building located at 500 N.
Street, Sacramento, California, and various claims and causes of
action.
Attorneys for Chapter 11 Trustee Bradley Sharp:
Jamie P. Dreher, Esq.
Downey Brand LLP
621 Capitol Mall, 18th Floor
Sacramento, CA 95814-4731
Telephone: (916) 444-1000
Facsimile: (91b) 444-2100
E-mail: jdreher@downeybrand.com
CUMULUS MEDIA: Copyright Owners Oppose 1st Amended Reorg Plan
-------------------------------------------------------------
BankruptcyData.com reported that ABS Entertainment, Barnaby
Records, Brunswick Record and Malaco (collectively, "Copyright
Owners") filed with the U.S. Bankruptcy Court an objection to
Cumulus Media's First Amended Joint Plan of Reorganization.
The objection asserts, "The Copyright Owners have exclusive
ownership rights to certain sound recordings of legendary artists
such as Al Green, Willie Mitchell, Otis Clay, the Crickets, Eddie
Hodges, Jimmy Buffett, Ray Stevens, the Everly Brothers, Gene
Chandler, The Artistics, Rev. James Cleveland, and many more. The
Debtors have not obtained performance rights licenses or paid
public performance royalties to the Copyright Owners for the subset
of recordings initially fixed (i.e., recorded) prior to February
15, 1972 (the 'Pre-1972 Recordings'). Nevertheless, in violation of
applicable California law, the Debtors exploit the Pre-1972
Recordings for profit."
In addition, "The violations of California law will continue after
the Plan's effective date, as the Debtors’ entire business model
is predicated on transmitting, copying, performing, broadcasting,
and streaming the Pre-1972 Recordings for which the Debtors do not
have performance rights licenses and do not pay public performance
royalties. Thus, the Plan is to be implemented by means forbidden
by law and may not be confirmed. In addition, the Plan is
predicated on acts that violate applicable law and therefore is
infeasible. Similarly, the economic projections that purport to
establish the Plan's feasibility fail to account for this
illegality. As a result, the Debtors failed to meet their burden as
to feasibility, and the Plan may not be confirmed."
About Cumulus Media
Cumulus Media Inc. (OTCQX: CMLS) -- http://www.cumulus.com/-- is a
radio broadcasting company. The Company is also a provider of
country music and lifestyle content through its NASH brand, which
serves through radio programming, NASH Country Weekly magazine and
live events. Its product lines include broadcast advertising,
digital advertising, political advertising and non-advertising
based license fees. Its broadcast advertising includes the sale of
commercial advertising time to local, national and network clients.
Its digital advertising includes the sale of advertising and
promotional opportunities across its Websites and mobile
applications. Its across-the-nation platform generates content
distributable through both broadcast and digital platforms.
Based in Atlanta, Georgia, Cumulus Media Inc. and 36 of its
affiliates, including NY Radio Assets, LLC, and Westwood One, Inc.,
sought voluntary protection under Chapter 11 of the Bankruptcy Code
(Bankr. S.D.N.Y. Lead Case No. 17-13381) on Nov. 29, 2017.
In the petition signed by Richard Denning, senior vice president
and general counsel, the Debtors estimated assets of $1 billion to
$10 billion and estimated liabilities of $1 billion to $10
billion.
The case is assigned to Hon. Shelley C. Chapman.
The Debtors are represented by Paul M. Basta, Esq., Lewis R.
Clayton, Esq., Jacob A. Adlerstein, Esq., and Claudia R. Tobler,
Esq., at Paul, Weiss, Rifkind, Wharton & Garrison LLP, in New York.
PJT Partners LP serves as the Debtors' investment banker. Alvarez
& Marsal North America, LLC, serves as the Debtors' restructuring
advisor. EPIQ Bankruptcy Solutions, LLC, serves as the Debtors'
claims, notice and balloting agent.
The U.S. Trustee for Region 2 appointed an official committee of
unsecured creditors on Dec. 11, 2017. The Committee tapped Akin
Gump Strauss Hauer & Feld LLP as its legal counsel, and Moelis &
Company LLC as its financial advisor.
D-M-B CORPORATION: Taps Deiches & Ferschmann as Legal Counsel
-------------------------------------------------------------
D-M-B Corporation seeks approval from the U.S. Bankruptcy Court for
the District of New Jersey to hire Deiches & Ferschmann as its
legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code and will provide other legal services related to
its Chapter 11 case.
Deiches & Ferschmann charges an hourly fee of $425 for its
services. The firm received a retainer in the sum of $15,000.
Ira Deiches, Esq., at Deiches & Ferschmann, disclosed in a court
filing that the firm is "disinterested" as defined in section
101(14) of the Bankruptcy Code.
Deiches & Ferschmann can be reached through:
Ira R. Deiches, Esq.
Deiches & Ferschmann
25 Wilkins Avenue
Haddonfield, NJ 08033
Phone: (856) 428-9696
E-mail: ideiches@deicheslaw.com
About D-M-B Corp
D-M-B Corporation, a lessor of real estate properties, owns in fee
simple interest a vacant commercial lot of approximately two acres
located at 1701 Federal Street, Camden, New Jersey, valued at
$600,000 (based on broker's opinion). The company also owns an
improved commercial lot with warehouse of approximately 6,000
square feet located at 2 S. 18th Street, Camden, New Jersey, valued
at $250,000 (based on broker's opinion).
D-M-B Corporation sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D.N.J. Case No. 18-15485) on March 20,
2018.
In the petition signed by Michael DiMedio, president, the Debtor
disclosed $1.37 million in assets and $1.28 million in liabilities.
Judge Andrew B. Altenburg Jr. presides over the case.
DESTINATION PROPERTIES: Voluntary Chapter 11 Case Summary
---------------------------------------------------------
Debtor: Destination Properties of America LLC
1105 West Poinsettia Ave.
Avondale, AZ 85392
Business Description: Destination Properties of America LLC --
https://destinationpoa.com -- is an
Avondale, Arizona-based travel and real
estate agency. The Company is a small
business Debtor as defined in 11 U.S.C.
Section 101(51D).
Chapter 11 Petition Date: March 27, 2018
Case No.: 18-10732
Court: United States Bankruptcy Court
District of Delaware (Delaware)
Judge: Hon. Laurie Selber Silverstein
Debtor's Counsel: Jonathan M. Stemerman, Esq.
ELLIOTT GREENLEAF, PC
1105 North Market Street, Suite 1700
Wilmington, DE 19801
Tel: 302-384-9400
Fax: 302-384-9399
E-mail: jms@elliottgreenleaf.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $500,000 to $1 million
The petition was signed by Norman J. Bashkingy, managing member.
The Debtor failed to incorporate in the petition a list of its 20
largest unsecured creditors.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/deb18-10732.pdf
DEXTERA SURGICAL: Seeks to Hire Arch & Beam, Appoints CRO
---------------------------------------------------------
Dextera Surgical Inc. seeks approval from the U.S. Bankruptcy Court
for the District of Delaware to hire Arch & Beam Global, LLC and
appoint Matthew English as its chief restructuring officer.
Mr. English, Arch & Beam's senior managing director, and his firm
will provide interim management services in connection with the
Debtor's Chapter 11 case.
The services include assisting the Debtor in its post-closing and
operational wind-down activities; collection of accounts
receivables; liquidation of the Debtor's other assets; claims and
financial analysis; formulation of a bankruptcy plan; and plan
administration services.
The firm's hourly rates are:
Senior Managing Directors $425
Managing Directors $395
Directors $325
Associates $250
Staff/Admin Professionals $75 to $125
Mr. English disclosed in a court filing that his firm does not hold
any interests adverse to the interests of the Debtor's estate.
Arch & Beam can be reached through:
Matthew English
Arch & Beam Global, LLC
2500 Camino Diablo, Suite 110
Walnut Creek, CA 94597
Phone: +1 415-252-2900
Fax: +1 415-358-4486
E-mail: info@arch-beam.com
About Dextera Surgical
Headquartered in Redwood City, California, Dextera Surgical Inc.
(DXTR:US OTC US) -- https://www.dexterasurgical.com/ -- is a
medical device company that designs and manufactures proprietary
stapling devices that enable the advancement of minimally invasive
surgical procedures. Founded in 1997 as Vascular Innovations,
Inc., the Company changed its name in November 2001 to Cardica,
Inc., and in June 2016 to Dextera Surgical Inc.
Dextera Surgical sought Chapter 11 protection (Bankr. D. Del. Case
No. 17-12913) on Dec. 11, 2017. Dextera Surgical also entered into
an asset purchase agreement with Aesculap, Inc, an affiliate of B.
Braun Group, for $17.3 million.
The Company disclosed $6.53 million in total assets and $14.82
million in total debt as of Sept. 30, 2017.
The Debtor tapped Saul Ewing Arnstein & Lehr LLP as counsel; Cooley
LLP as special corporate counsel; JMP Securities, LLC as financial
advisor and investment banker; Moss Adams LLP as tax advisor; and
Rust Consulting/Omni Bankruptcy as claims and noticing agent.
No trustee, examiner or official committee has been appointed.
ECTOR COUNTY HOSP: Fitch Cuts Hospital Bonds Rating to BB+
----------------------------------------------------------
Fitch Ratings has downgraded the rating on the following Ector
County Hospital District, TX (ECHD) d/b/a Medical Center Health
System (TX) bonds to 'BB+' from 'BBB':
-- $44.65 million hospital revenue refunding bonds, series 2010B
(Build America Bonds - Direct Payment);
-- Issuer Default Rating (IDR).
The Rating Outlook is revised to Stable from Negative.
SECURITY
The bonds are secured by a pledge of revenues from ECHD, which
specifically excludes ad valorem and local sales tax receipts.
ANALYTICAL CONCLUSION
The 'BB+' IDR primarily reflects ECHD's weaker net leverage profile
under a stress scenario through the cycle relative to its operating
profile. The Stable Outlook at the lower rating level reflects
Fitch's expectation that ECHD will improve profitability and
operating margins to historical levels over the medium term and
manage its leverage position commensurate with a 'BB+' rating.
Comparatively weaker fiscal 2016 and 2017 performance reflect a
decline in the regional economy since recovered and an electronic
medical record (EMR) implementation in fiscal 2017. ECHD's longer
term history of solid operations and utilization support Fitch's
expectation for a return to stronger profitability levels.
KEY RATING DRIVERS
Revenue Defensibility: 'bbb'; Strong Market Share in Energy
Economy
Ector County Hospital District (ECHD) d/b/a Medical Center Health
System (the district) is the dominant provider of acute care
services in its primary service territory Ector County, which can
be vulnerable to energy price volatility. The district's tax
support through a sales tax, and an ad valorem tax levy, while
helpful to mitigate a somewhat weaker payor mix, is limited in its
upward flexibility, and not viewed in Fitch's opinion as strong
enough to push Fitch Revenue Defensibility assessment to 'a', or
strong.
Operating Risk: 'bbb'; Uneven Operating Performance and a High
Capital Need Assessment
The operating risk assessment reflects Fitch's expectation that
ECHD will improve recent and uncharacteristically low operating
margins under the new leadership (including the return of former
CFO Robert Abernethy) of an experienced management team. Fitch
considers the district's capital requirements as high based on a
12-year average age of plant and pro-forma capital spending below
that of depreciation. The district's five year capital spending
through fiscal 2017 averaged 126% of depreciation.
Financial Profile: 'bb'; Weaker Net Leverage Financial Flexibility
under Stress Scenario
Despite the district's past strong operating performance, its weak
liquidity under the stress scenario reflects use of internal funds
to support its capital program and recent operational losses.
ECHD's weaker net leverage position and minimal financial
flexibility under a stressed scenario (rating case) also reflects
Fitch's adjustment of the district's pension obligation, per
criteria, to reflect a standard 6% discount rate which has the
effect of significantly increasing what Fitch refers to as
adjusted-debt. Fitch expects that ECHD will improve operations to
more historic levels and increase liquidity over the medium term.
Asymmetric Additional Risk Considerations
There are no asymmetric additional risk considerations
RATING SENSITIVITIES
IMPROVEMENT IN FINANCIAL PERFORMANCE/REVENUE CYCLE: The 'BB+'
rating and Stable Outlook will be pressured should ECHD not
adequately address its elevated accounts receivable over the short
term and progressively improve profitability over the medium term.
A failure to recover from current performance levels would likely
reduce ECHD's ability to handle further stress to a level possibly
inconsistent with a 'BB' category rating. Additional growth in
unrestricted liquidity and a reduction in adjusted debt will be
required for higher ratings. At this time, Fitch views a higher
rating unlikely during the one-year outlook period, but possible
over the longer term.
CREDIT PROFILE
Ector County Hospital District (d/b/a Medical Center Health System)
owns and operates a 402 licensed bed acute care facility located in
Odessa, Texas. With 349 beds in service, the hospital remains the
largest hospital in the county and provides acute patient care
services, inpatient rehabilitation services, outpatient diagnostic
imaging, and radiation oncology services. Additionally, ECHD serves
as a teaching hospital for Texas Tech University Health Sciences
Center. In fiscal 2017, ECHD had total revenues of $338 million
which includes approximately $49 million in tax revenues, in the
form of both sales and property taxes.
Revenue Defensibility
Gross patient revenues during fiscal 2017 are derived primarily
from Medicare (40%) and Commercial (29%) payors, with combined
Medicaid (11%) and self-payors (14%) approximating 25%. The
district levies sales and property taxes comprising 11.3% and 3.2%
respectively of fiscal 2017 revenues.
The ECHD tax base is coterminous with that of Ector County. The
district's taxable assessed valuation (TAV) and its sales tax levy
(at 0.75%) realized a 10-year compound annual rate of growth (CAGR)
of 5.5% and 7% respectively through 2017. ECHD has the independent
legal ability and a demonstrated willingness to adjust its ad
valorem maintenance and operations (M&O) tax rate, but the district
does not have the ability to adjust its 0.75% sales tax rate. The
district currently levies $0.1179 per $100 of TAV, all of which is
used for operations and support of indigent care. While the
district has the ability to levy up to $0.15, if a proposed tax
rate results in an 8% year-over-year M&O levy increase (adjusted
for removal of new properties), the proposed tax rate increase may
be subject to election if petitioned by voters. Fitch estimates
that the district's tax rate capacity provides up to $4.25 million
of additional tax revenue based on the current TAV and $0.0321 tax
rate capacity (cap of $0.15 less current rate of $0.1179).
ECHD's Medical Center Hospital is the largest hospital in the
county, a referral center for the 17-county Permian Basin region,
and a teaching hospital for Texas Tech University's Health Services
Center. The district's 65% primary service area market share is
more than twice that of its next competitor. The district provides
outpatient services through its network of outpatient facilities,
clinics and specialty centers. The hospital's affiliated entity,
Medical Center Hospital Professional care (ProCare) employs
hospital-based and clinic-based providers.
Ector County resides in the Permian Basin, the largest oil
producing region in the U.S. The county's five-year population
growth (12.7%) and median household income ($58,335) as of 2016
exceed that of Texas and U.S. averages, reflecting an expansionary
cycle in the oil-rich Permian Basin. Fitch considers the economy's
exposure to energy price volatility a credit weakness in so far as
it has the potential to shift revenues over a short period of time.
Mineral values represented about 34% of ECHD's TAV in 2013 versus
13% in 2016, mirroring the decline in West Texas Intermediate (WTI)
oil prices from $98 per barrel to $43 per barrel during the same
period.
Fitch Ratings expects oil prices to remain below $50 per barrel
over the long-term considering global production costs, US shale
production growth and shale production's quick supply response (Oil
Prices Likely to Remain Below USD60 for the Long Term [October
2017]). The U.S. Energy Information Administration expects the
Permian Basin to account for nearly 30% of total 2018 U.S. crude
oil production. Operators in the Permian Basin are expected to
continue drilling with sustained West Texas Intermediate (WTI)
crude oil process below $50 per barrel. (U.S. crude oil production
forecast expected to reach record high in 2018 [EIA July 25,
2017]).
Operating Risk
ECHD has a history of profitable operations as reflected in an
average EBIDTA margin of 9.8% between fiscal 2010 and fiscal 2014.
The district's EBITDA margins of 6.6% and 1% in fiscal 2015 and
2016 respectively reflected increased staffing costs associated
with growth and expansion and sales tax revenue declines. A fiscal
2017 EBITDA margin of negative 1.6% reflect Cerner technology
system conversion costs and revenue cycle disruption which impacted
timely billing efforts.
The district has begun to implement operating and revenue cycle
improvements that have started to improve operations and reduce its
elevated receivables. This is reflected in an EBITDA margin of 1.9%
through the five months ending Feb. 28, 2018. The 'bbb' operating
cost assessment reflects Fitch's expectation that ECHD will
increase profitability to historical levels over the medium term
based on continuation of improvement efforts underway and
considering the trajectory of growth in the local economy.
A high capital requirements assessment is based on ECHD's 12-year
average age of plant and five year pro-forma capital spending
levels below depreciation, despite the district's healthy five-year
average capital spend equal to 126 % of depreciation. The
district's capital spending over the past five years included
growth of outpatient facilities from internally generate funds and
the Cerner technology conversion, funded from a combination of debt
and internally generated funds The district's five year pro-forma
capital needs reflect its routine needs.
Financial Profile
The district's cash to debt and cash to adjusted debt of 84% and
20% respectively as of fiscal year end 2017 (Sept. 30, 2017),
reflect the sum of its unrestricted cash & investments ($40.2
million) and debt service reserve fund ($4.7 million) in relation
to $53.5 million of long-term debt and $229 million of adjusted
debt. Under Fitch's criteria, adjusted debt includes Fitch's
adjusted net pension liability (estimated at $176 million based on
a 6% discount rate, instead of the $43 million reported by the
district, which is based on a 8.1% discount rate). Cash to debt and
cash to adjusted debt of 117% and 27% at Feb. 28, 2018 reflect
progress in the district's goal of improving its unrestricted cash
and investments to $65 million by fiscal year end 2018.
The district's debt includes $44.6 million of fixed rate revenue
bonds (series 2010B) maturing in 2035 and $8.8 million of bank
notes maturing by 2020. A Dec. 22, 2017 amendment to the district's
revenue bond indenture agreement modified the coverage calculation
ratio to exclude unusual, infrequent or extraordinary non-cash
items, including noncash items relating to GASB 68 and GASB 75. The
amendment also added a days cash on hand (DCOH) covenant escalating
progressively from 50 DCOH as of FYE 2018 up to 80 DCOH as of FYE
2020 and 100 DCOH thereafter. The district was in compliance with
their amended covenant requirements as of fiscal year end 2017 with
a debt service coverage covenant computation of 133%.
Fitch's pro-forma base case was informed by the district's budget
and operating improvements underway. The base case also reflects
the expected reduction of elevated receivables, elimination of
nonrecurring third party expenses, and the impact of a
strengthening local economy, in particularly on the district's tax
revenues. The base and rating case assume no additional debt
issuance. The rating case applies standard stress and an additional
stress to property tax revenues, as well as use of the district's
available tax margin. ECHD's thin liquidity and weak net leverage
position afford minimal financial flexibility through the cycle
under a stressed scenario, which is reflective of the 'BB' category
rating. The minimal flexibility under the stressed scenario
elevates the need for ECHD to return to more historic profitability
levels and improve its revenue cycle.
ET SOLAR: Umbrella Solar Buying Inventory for $95K
--------------------------------------------------
ET Solar, Inc., asks the U.S. Bankruptcy Court for the Northern
District of California to authorize the sale of inventory recently
stored in the Warehouse Lessors bonded warehouses located at (i)
48900 Milmont Dr., Fremont California (Fulsource); (ii) 2851 East
Las Hermanas St., Rancho Dominguez, California 90220 (Boviet); and
2345 Vauxhall Road, Union, New Jersey (ACE), to Umbrella Solar for
$95,139, subject to overbid.
A hearing on the Motion is set for March 29, 2018 at 10:00 a.m.
The Debtor has entered into a contract to supply solar modules to
related entities and continues to provide quotes to third parties
for projects. No third-party contracts to supply solar panels and
modules have yet been signed. The Debtor now wishes to liquidate
the Inventory to eliminate the expenses of its continued storage
and improve liquidity concurrently with presentation of its
reorganization plan to creditors.
The Debtor in its schedules listed a prepetition debt of $5,895 to
Fulsource Logistics, Inc., $2,440 to Boviet Solar USA, and $0 to
ACE USA & Canada since ACE debt is included in the Fulsource
amount. Fulsource acts as a broker to ACE and collects on behalf
of ACE. Postpetition rent to the Warehouse Lessors is current.
Boviet's contract contains a warehouseman's lien, if the debt owing
includes other services that might not be entitled to secured
status.
The Debtor's total inventory at the time of filing was listed as
having a market value of $160,024. Since the filing of the case,
the Debtor has sold approximately $40,000 of that inventory to
customers. The Inventory located only at the Fremont, Rancho
Dominguez and New Jersey locations consists of older solar modules
that would not ordinarily be utilized in a newly-quoted project.
Given the continued expense of storage and likely unsuitability of
Inventory for use in filling new orders, the Debtor had been
prepared to employ an auctioneer to assist it. That auctioneer,
Heritage Global Partners Inc., was willing to conduct the sale
within a period of 3-5 weeks from approval of its employment. The
Debtor negotiated as compensation for Heritage a 10% commission on
proceeds plus an auction allowance (or cost retainer) of $10,000.
Heritage was however unable to offer a guaranteed minimum recovery
from its auction.
The Debtor, in asking alternatives to an auction, contacted its
customers in the hope of generating an offer for the Inventory.
Its highest offer was from Solar Umbrella, a customer. Solar
Umbrella proposed to $95,139 in cash, free and clear, and pick up
in March, 2018, from the warehouse locations at its own expense.
Solar Umbrella's offer is dated March 8, 2018.
The Debtor has reviewed the Inventory. The Debtor believes that
the Inventory's present value, given that the more desirable items
may already have been sold, approximates the amount that Solar
Umbrella is willing to pay for it. An auction will likely generate
no more than a net $98,800 and perhaps less. The sale was
negotiated at arm's-length, is for fair market value, and all
consideration to be paid to the Debtor has been disclosed in the
March 8, 2018 offer. Based on the foregoing, the Debtor submits
that the proposed sale to Solar Umbrella is a sound exercise of its
business judgment and merits a finding by the Court of good faith.
The Debtor is continuing in its efforts to generate the highest
possible value for the Inventory and will present any superior cash
offers if received. For this reason, the Debtor has asked that the
Court accept overbids, if any, at the hearing on the Motion.
NC State Renewables, LLC holds a continuing lien against all of the
Debtor's assets. All of the Warehouse Lessors were scheduled as
secured as a precaution, but none have filed proofs of claim.
Thus, their position as to liens against the Inventory at their
premises is unknown, though Boviet appears to be at least partially
secured. The Debtor therefore asks that the Court authorizes it to
withhold from the proceeds of sale $5,895 for Fulsource, $2,440 for
Boviet, and nothing for ACE, to which their respective liens will
transfer, pending confirmation of secured status.
The Warehouse Lessors could be compelled, in a legal or equitable
proceeding, to accept a money satisfaction of such interest.
Specifically, a plan could be confirmed without the consent of the
Warehouse Lessors under Bankruptcy Code section 1129(b)(2)(A) with
their liens remaining on the Restricted Proceeds. The Debtor,
absent consent from one or more of the Warehouse Lessors,
alternatively asks approval of the Motion pursuant to 11 U.S.C.
Section 363(f)(5).
A copy of the Inventory (Exhibit A) and LOI attached to the Motion
is available for free at:
http://bankrupt.com/misc/ET_Solar_115_Sales.pdf
The Purchaser:
SOLAR UMBRELLA
Attn: William W. Sien
1500 Valencia Ave.
Pasadena, CA 91104
About ET Solar
Based in Pleasanton, California, ET Solar, Inc., is a solar energy
equipment supplier. ET Solar sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. N.D. Cal. Case No. 17-43031) on Dec. 4,
2017. In the petition signed by Steppe Hao, its president, the
Debtor estimated assets of less than $50,000 and liabilities of $10
million to $50 million. Judge Charles Novack presides over the
case. Binder & Malter, LLP, is the Debtor's legal counsel; and
Sensiba San Filippo LLP is the accountant.
FLORA WEIMERSKRICH: Son Buying 1995 GMC Pickup for $1.3K
--------------------------------------------------------
Flora E. Weimerskrich asks the U.S. Bankruptcy Court for the
Eastern District of Washington to authorize the sale of 1995 GMC
pickup to Doug Weimerskirch for $1,275 cash.
The Buyer is the Debtor's son.
Counsel for Debtor:
Kevin O'Rourke, Esq.
SOUTHWELL & O'ROURKE, P.S.
960 Paulsen Center
W. 421 Riverside Avenue
Spokane, WA 99201
Telephone: (509) 624-0159
Flora E. Weimerskrich sought Chapter 11 protection (Bankr. E.D.
Wash. Case No. 18-00037-FPC11).
FLORIDA DIRT: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Florida Dirt Source, LLC
5130 Broad Street
Brooksville, FL 34601
Business Description: Florida Dirt Source, LLC --
http://www.fldirt.com-- is a supplier of
bulk aggregates and transportation services
throughout the state of Florida and Southern
Georgia. The Company supplies DOT approved
materials, crushed concrete and a wide
variety of limerock and granite aggregates,
crushed stone, sand and shell, for use in
the construction of highways and other
infrastructure projects, as well as in the
domestic commercial and residential
construction industries. Aggregates
products are also used in the railroad,
environmental and agricultural sectors.
These aggregates products, along with fill
dirt, landscape materials and road paving
materials, are sold and shipped from the
Company's network of mines and distribution
yards located throughout the state of
Florida and Southern Georgia. Florida Dirt
is affiliated with FDS Trucking, LLC, which
sought bankruptcy protection on March 2,
2018 (Bankr. M.D. Fla.).
Chapter 11 Petition Date: March 27, 2018
Case No.: 18-02352
Court: United States Bankruptcy Court
Middle District of Florida (Tampa)
Debtor's Counsel: Buddy D Ford, Esq.
BUDDY D. FORD, P.A.
9301 West Hillsborough Avenue
Tampa, FL 33615-3008
Tel: 813-877-4669
Fax: 813-877-5543
E-mail: Buddy@TampaEsq.com
All@tampaesq.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Gerard W Rousseau, Sr., managing
member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at: http://bankrupt.com/misc/flmb18-02352.pdf
FROG ROCK: Case Summary & 30 Largest Unsecured Creditors
--------------------------------------------------------
Affiliates that filed voluntary petitions seeking relief under
Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Frog Rock Investments, LLC 18-10733
14140 Ventura Boulevard, #302
Sherman Oaks, CA 91423
M77 Frog Rock Holding Company, LLC 18-10734
M89 Mount Washington Holding Company, LLC 18-10735
Mount Washington Investments, LLC 18-10736
Type of Business: Frog Rock Investments, LLC, M77 Frog Rock
Holding Company, LLC, M89 Mount Washington
Holding Company, LLC and Mount Washington
Investments, LLC are affiliates of the
Woodbridge Group of Companies, LLC.
Headquartered in Sherman Oaks, California, The
Woodbridge Group Enterprise is a comprehensive
real estate finance and development company.
On Dec. 4, 2017, Woodbridge Group of Companies,
LLC and 278 of its affiliates each filed a
voluntary petition for relief under Chapter 11
of the Bankruptcy Code, whose cases jointly
administered under the main case, 17-12560.
On Feb. 9, 2018, 14 additional debtors filed
voluntary Chapter 11 petitions. On March 9,
2018, two additional debtors filed voluntary
Chapter 11 petitions. On March 23, 2018, seven
more affiliates filed Chapter 11 cases. Visit
http://woodbridgecompanies.comfor more
information.
Chapter 11 Petition Date: March 27, 2018
Court: United States Bankruptcy Court
District of Delaware (Delaware)
Judge: Hon. Kevin J. Carey
Debtors'
Delaware
Bankruptcy
Counsel: Sean M. Beach, Esq.
Edmon L. Morton, Esq.
Ian J. Bambrick, Esq.
Betsy L. Feldman, Esq.
YOUNG CONAWAY STARGATT & TAYLOR, LLP
Rodney Square
1000 North King Street
Wilmington, Delaware 19801
Tel: (302) 571-6600
Fax: (302) 571-1253
Email: sbeach@ycst.com
emorton@ycst.com
ibambrick@ycst.com
bfeldman@ycst.com
Debtors'
General
Bankruptcy
Counsel: Kenneth N. Klee, Esq.
Michael L. Tuchin, Esq.
David A. Fidler, Esq.
Jonathan M. Weiss, Esq.
KLEE, TUCHIN, BOGDANOFF & STERN LLP
1999 Avenue of the Stars, 39th Floor
Los Angeles, California 90067
Tel: (310) 407-4000
Fax: (310) 407-9090
E-mail: kklee@ktbslaw.com
mtuchin@ktbslaw.com
dfidler@ktbslaw.com
JWeiss@ktbslaw.com
Debtors'
Restructuring
Financial
Advisor: DEVELOPMENT SPECIALISTS, INC.
Debtors'
Operational
& Financial
Advisor: PROVINCE, INC.
Debtor'
Claims &
Noticing
Agent and
Administrative
Advisor: GARDEN CITY GROUP INC.
http://cases.gardencitygroup.com/wgc/
Estimated Assets: $500 million to $1 billion
Estimated Liabilities: $500 million to $1 billion
The petitions were signed by Bradley D. Sharp, chief restructuring
officer.
Full-text copies of Frog Rock's and M77 Frog Rock's petitions are
available for free at:
http://bankrupt.com/misc/deb18-10733.pdf
http://bankrupt.com/misc/deb18-10735.pdf
Consolidated List of Debtors' 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
G3 Group Trade $992,112
8020 Floral Ave
Los Angeles, CA 90046
Tel: (805) 557-1075
Email: docs@threegroup.com
Dane Coyle Custom Homes Inc. Trade $784,207
23945 Calabasas Rd Ste 101
Calabasas, CA 91302
Ophelia Ovenson
Tel: (805) 857-0198
Precise Investment Group Commission $679,800
14140 Ventura Blvd., Suite 302
Sherman Oaks, CA 91423
Builder's Team Trade $594,628
8949 Sunset Blvd # 201
West Hollywood CA 90069
Tel: (301) 734-7846
Email: info@buildersteam.com
City of Los Angeles Trade $571,477
PO Box 30879
Los Angeles, CA 90030-0879
Tel: (213) 473-3231
Janckila Construction Inc. Trade $527,223
75 Buckskin Dr
Carbondale, CO 81623
Bret Byman
Tel: (970) 963-7239
Email: ken@janckilaconstruction.com
David Goldman Commission $379,800
14140 Ventura Blvd., Suite 302
Sherman Oaks, CA 91423
OHS Design & Development LLC Trade $353,700
500 Shatto PL, #411
Los Angeles, CA 90020
Paul Oh
Tel: (213) 739-1512
Email: info@ohsdd.com
Brook Church-Koegel Commission $349,800
14140 Ventura Blvd., Suite 302
Sherman Oaks, CA 91423
The I-Grace Company Trade $284,081
1964 Westwood Blvd, Ste 425
Los Angeles, CA 90025
John Gasparyan
Tel: (310) 645-1555
Email: info@igrace.com
Nicole Walker Commission $279,800
14140 Ventura Blvd, Suite 302
Sherman Oaks, CA 91423
Darin Baker Commission $229,800
Sean Renninger Commission $229,191
KAA Design Group Inc. Trade $172,383
Los Angeles Dept of Water and Power Trade $154,615
John Lalib & Associates Trade $132,390
Structural Engineers LLP
Email: info@labibse.com
Kim Tavares Commission $100,473
Alba Environmental Services Inc. Trade $92,080
Email: info@albademo.com
BT Construction & Development Trade $88,530
Email: btconstruction@mac.com
Steve Glick Commission $73,898
Boswell Construction Trade $70,902
Email: info@buildboswell.com
HM DG Inc. Trade $68,234
Email: info@hmdginc.com
Studio Tim Campbell Trade $62,748
Email: info@studiomk26.com
Plus Development LLC Trade $61,700
Email: la@plusdevelopmentgroup.com
A Logan Insurance Brokerage Trade $59,481
Email: info@aloganins.com
Walker Workshop Design Build Trade $59,460
Email: info@walkerworkshop.com
Standard LLP Trade $55,000
Email: info@standardarchitecture.com
StudioMK27 Arquitetos LTDA Trade $45,000
Email: info@studiomk26.com
Ronald Diez Commission $27,558
Javid Construction LLC Trade $25,686
Email: timmyjavid@hotmail.com
G HURTADO CONSTRUCTION: Case Summary & 19 Unsecured Creditors
-------------------------------------------------------------
Debtor: G Hurtado Construction, Inc.
16130 Reiner Cir
Riverside, CA 92504
Business Description: G Hurtado Construction, Inc. is a privately
held building contractor located in
Riverside, California. The Company posted
gross revenue of $4.74 million in 2017 and
gross revenue of $2.87 million in 2016
Chapter 11 Petition Date: March 27, 2018
Case No.: 18-11045
Court: United States Bankruptcy Court
Central District of California (Santa Ana)
Judge: Hon. Catherine E. Bauer
Debtor's Counsel: Michael Jones, Esq.
M JONES & ASSOCIATES, PC
505 N Tustin Ave Ste 105
Santa Ana, CA 92705
Tel: 714-795-2346
Fax: 888-341-5213
E-mail: mike@mjthelawyer.com
mike@MJonesOC.com
Total Assets: $4.31 million
Total Liabilities: $720,403
The petition was signed by Maria G. Hurtado, secretary/treasurer.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 19 unsecured creditors is available for free
at:
http://bankrupt.com/misc/cacb18-11045.pdf
HARSCO CORP: Fitch Affirms BB Long-Term IDR; Outlook Stable
-----------------------------------------------------------
Fitch Ratings has affirmed Harsco's Long-Term Issuer Default Rating
(IDR) at 'BB' and secured revolver and term loan at 'BB+'/'RR1'.
The Rating Outlook is Stable. Harsco had $602 million of debt
outstanding as of Dec. 31, 2017.
KEY RATING DRIVERS
Cyclical End Markets: The ratings take into account the cyclicality
inherent in Harsco's operations, which are tied to the level of
steel production, metals prices and investment in rail equipment,
with particular exposure to steel and mineral markets. The ratings
also consider Harsco's improved financial leverage and positive
free cash flow (FCF) balanced against the company's moderate size
and need for ongoing investment and careful expense management to
remain competitive and support returns.
Improved FCF: FCF is currently healthy, supported by improved
earnings and the 2016 suspension of the dividend, which saves $66
million annually. Fitch projects FCF of around 4% of sales in 2018,
depending on the level of growth capex, and that cash flow will be
used in part for debt reduction and bolt-on acquisitions. Fitch
expects FCF to remain positive going forward and that the company
will maintain disciplined cash deployment.
Lower Financial Leverage: Harsco's financial leverage improved
following the September 2016 sale of its 26% interest in Brand
Energy & Infrastructure Services, Inc. for net cash proceeds of
$145 million. These proceeds together with FCF have been used for
debt reduction, resulting in an improvement in debt/EBITDA from
3.3x at the end of 2015 to 2.2x as of Dec. 31, 2017. Fitch expects
flat to modestly lower leverage in 2018 driven by moderate EBITDA
growth and debt reduction.
Business Recovering: Harsco's business began to recover in 2017
following significant weakness in 2015 - 2016, due to improved
conditions in the company's metals and minerals (M&M) and
industrial end markets. The M&M segment (63% of 2017 revenues)
reported 5% revenue growth and higher margins in 2017 due to higher
steel output and service levels. The industrial segment (19% of
sales) also generated healthy sales and earnings growth in the
period due primarily to a rebound in demand for heat exchangers
sold into the U.S. energy market.
Rail Segment Pressured: The rail segment (18% of sales) generated
moderately higher earnings in 2017 due to higher machine and
aftermarket parts sales internationally offsetting continued
weakness in the North American market. Sales of maintenance of way
equipment are expected to remain soft in 2018. In addition, the
company will continue to incur negative cash flow on a contract
with Swiss Rail as it delivers the equipment under the contract
over the next few years.
Growth Orientation: Harsco has returned to a growth orientation in
its M&M segment, with an expected increase in capex to capitalize
on growth opportunities over the medium term. These opportunities
stem from the potential for new contracts at existing locations and
with mills in China, India and other emerging markets. This follows
a significant restructuring of the M&M segment over 2014 - 2016,
and management's decision in 2017 to retain rather than sell or
spin off this business.
DERIVATION SUMMARY
Harsco is a diversified manufacturer and service provider that
participates in a variety of end markets, each of which has a
different set of competitors. Other diversified industrials of a
similar size and with credit opinions in the 'bb'* category
include: Global Brass and Copper Holdings, which processes copper
and copper alloys, and Rexnord Corp., which makes highly engineered
products for a variety of end markets. Harsco has lower financial
leverage than both companies, and generates EBITDA margins that are
higher than Global Brass and in line with Rexnord. No
country-ceiling, parent/subsidiary or operating environment aspects
impact the rating.
KEY ASSUMPTIONS
Fitch's Key Assumptions Within Its Rating Case for the Issuer:
-- Sales grow by around 6% in 2018, with particular strength in
the industrial segment and moderate growth in the M&M and rail
segments, followed by low single digit growth in 2019;
-- EBITDA margins are modestly lower in 2018 as higher margins in
the industrial segment are offset by modest margin pressure in
M&M and rail; margins are assumed to be flat in 2019;
-- FCF is projected at around 4% of sales in 2018, and will
depend on the level of growth capex;
-- Debt/EBITDA improves to around 2.0x at the end of 2018 from
2.2x at the end of 2017, and is relatively steady beyond 2018.
RATING SENSITIVITIES
Developments That May, Individually or Collectively, Lead to
Positive Rating Action:
-- The ratings are unlikely to be upgraded in the medium term
given the relatively small size and cyclical nature of
Harsco's businesses and the company's evolving strategic
focus;
-- Longer term, developments that may lead to a positive rating
action include the company developing into a larger, more
diversified operation;
-- Stronger FCF generation;
-- Debt/EBITDA sustained under 2.5x and funds from operations
(FFO)-adjusted leverage under 3.5x.
Developments That May, Individually or Collectively, Lead to
Negative Rating Action:
-- Fitch's expectation that debt/EBITDA will remain above 3.0x to
3.5x, and FFO adjusted leverage will remain above
4.0x to 4.5x;
-- Negative FCF on a sustained basis.
LIQUIDITY
Harsco's liquidity at Dec. 31, 2017 was supported by cash of $62
million, of which $61 million was held overseas. This cash is used
in the company's foreign operations for working capital purposes,
though part of it could be repatriated. Liquidity is further
supported by a $400 million secured revolver, on which $328 million
was available. Liquidity is also supported by FCF, which is
projected at around 4% of sales in 2018.
Harsco's debt structure as of Dec. 31, 2017 consisted of $41
million drawn on the secured revolver, $546 million outstanding on
the secured term loan, and $15 million of other borrowings and
overdrafts. The collateral backing the credit facility includes the
capital stock of each direct subsidiary (65% of stock of first-tier
foreign subsidiaries) and substantially all of the company's
domestic tangible and intangible assets. In addition, all of the
company's domestic, wholly owned restricted subsidiaries guarantee
the facilities.
FULL LIST OF RATING ACTIONS
Harsco Corporation
Fitch has affirmed Harsco as follows:
-- Long-Term IDR at 'BB';
-- Senior secured RCF at 'BB+'/'RR1';
-- Senior secured Term Loan at 'BB+'/'RR1';
The Rating Outlook is Stable.
HELLER EHRMAN: Has No Interest in Ex-Partners' Hourly Fee Work
--------------------------------------------------------------
In the appeals case captioned HELLER EHRMAN LLP, Plaintiff and
Appellant, v. DAVIS WRIGHT TREMAINE LLP, Defendant and Respondent,
No. S236208 (Cal.), the Supreme Court of California holds that
under California law, a dissolved law firm has no property interest
in legal matters handled on an hourly basis, and therefore, no
property interest in the profits generated by its former partners'
work on hourly fee matters pending at the time of the firm's
dissolution.
The question before the Court was whether a dissolved law firm
retains a property interest in such legal matters that are in
progress -- but not completed -- at the time of dissolution. The
United States Court of Appeals for the Ninth Circuit asked the
Court to answer this question, which implicates both common law
principles and statutory rules of partnership law and has
implications for the competing interests of ongoing and dissolved
law partnerships, partners and firm employees, creditors and
clients.
Petitioner Heller Ehrman was a global law partnership with more
than 700 attorneys. By August 31, 2008, the firm was in financial
distress. Heller's creditors soon declared it in default, and
Heller's shareholders -- lawyers responsible for running the firm
and providing legal services to its clients — voted to dissolve
the firm. Heller notified its clients that as of Oct. 31, 2008, it
would no longer be able to provide any legal services.
Heller's dissolution plan included a provision known as a Jewel
waiver. Named after the case of Jewel v. Boxer, the provision
purported to waive any rights and claims Heller may have had "to
seek payment of legal fees generated after the departure date of
any lawyer or group of lawyers with respect to
non-contingency/non-success fee matters only." The waiver was
intended as "an inducement to encourage Shareholders to move their
clients to other law firms and to move Associates and Staff with
them, the effect of which will be to reduce expenses to the
Firm-in-Dissolution." By its express terms, the waiver governed
only those matters billed on a non-contingency -- that is
continual, or hourly -- basis.
In December 2010, Heller's plan administrator filed adversary
proceedings in bankruptcy court on behalf of Heller against the law
firms where Heller's former shareholders had found work. The
administrator sought to set aside the Jewel waiver, claiming that
under the Bankruptcy Code, the waiver was a fraudulent transfer of
Heller's rights to post-dissolution fees to its former
shareholders, and from them to their new firms. While it was not
the administrator's allegation that the shareholders breached any
fiduciary duty while working for Heller, the administrator
nonetheless sought to recover from the shareholders' new firms the
profits generated by the hourly fee matters pending when Heller
dissolved and was brought to the new firms.
The respondents vigorously contested the administrator's claim. At
summary judgment, the parties filed cross-motions on whether the
Jewel waiver constituted a transfer of Heller's property to the
respondents and whether any such transfer was a fraudulent transfer
under the Bankruptcy Code. Relying on one of his earlier decisions,
the bankruptcy judge found in favor of Heller on both issues.
The district court reversed. The court rested its ruling on
considerations of law, equity, and public policy. In analyzing
California law, the court reasoned that the Revised Uniform
Partnership Act (RUPA) undermined Jewel, the legal foundation on
which Heller based its claim. Specifically, the court concluded
that RUPA contains no provision giving dissolved law firms the
right to demand an accounting for profits earned by its former
partners under new retainer agreements. The court ultimately held
that Heller did not have a property interest in the hourly fee
matters pending at dissolution. Moreover, since Heller did not have
a property interest in such matters, there was no fraudulent
transfer to the new law firms. The court's decision on the property
issue thus resolved the case.
Heller appealed to the Ninth Circuit, which asked the California
Supreme Court to provide guidance.
After reviewing the case, the Court finds that Under California
partnership law, a dissolved law firm does not have a property
interest in legal matters handled on an hourly basis, or in the
profits generated by formers partners who continue to work on these
hourly fee matters after they are transferred to the partners' new
firms. To hold otherwise would risk intruding without justification
on clients' choice of counsel, as it would change the value
associated with retaining former partners -- who must share the
clients' fees with their old firm -- relative to lawyers
unassociated with the firm at its time of dissolution who could
capture the entire fee amount for themselves or their current
employers. Allowing the dissolved firm to retain control of such
matters also risks limiting lawyers' mobility post-dissolution,
incentivizing partners' departures pre-dissolution, and perhaps
even increasing the risk of a partnership's dissolution.
So, with the exception of fees paid for work fitting the narrow
category of winding up activities that a former partner might
perform after a firm's dissolution, a dissolved law firm's property
interest in hourly fee matters is limited to the right to be paid
for the work it performs before dissolution. Consistent with the
statutory partnership law, winding up includes only tasks necessary
to preserve the hourly fee matters so that they can be transferred
to new counsel of the client's choice (or the client itself), to
effectuate such a transfer, and to collect on the pre-transfer
work. Beyond this, the partnership's interest, like the partnership
itself, dissolves.
A full-text copy of the Court's Decision dated March 5, 2018 is
available at https://is.gd/5waFXm from Leagle.com.
Diamond McCarthy, Christopher D. Sullivan --
csullivan@diamondmccarthy.com -- Matthew S. Sepuya , Christopher R.
Murray -- cmurray@diamondmccarthy.com -- Andrew B. Ryan , James
Sheppard , Karen K. Diep -- kdiep@diamondmccarthy.com -- Valle
Makoff, Jeffrey T. Makoff -- jmakoff@vallemakoff.com -- Ellen Ruth
Fenichel ; Schnader Harrison Segal & Lewis, Nuti Hart and Kevin W.
Coleman for Plaintiff and Appellant.
Felderstein Fitzgerald Willoughby & Pascuzzi and Thomas A.
Willoughy -- twilloughby@ffwplaw.com --for The Official Committee
of Unsecured Creditors of Heller Ehrman LLP as Amicus Curiae on
behalf of Plaintiff and Appellant.
Orrick, Herrington & Sutcliffe, E, Joshua Rosenkranz --
jrosenkranz@orrick.com -- Rachel Wainer Apter , Daniel A. Rubens
-- drubens@orrick.com -- Christopher J. Cariello --
ccariello@orrick.com -- Anjali S. Dalal -- adalal@orrick.com --
Eric A. Shumsky -- eshumsky@orrick.com -- Charles W. Tyler --
charles.tyler@orrick.com -- Arnold & Porter, Pamela Phillips --
pamela.phillips@arnoldporter.com -- Jonathan W. Hughes --
jonathan.hughes@arnoldporter.com -- and Diana D. DiGennaro for
Defendant and Respondent Orrick, Herrington & Sutcliffe LLP.
Keker & Van Nest, Keker, Van Nest & Peters, Steven A. Hirsch --
shirsch@keker.com -- Steven P. Ragland -- sragland@keker.com --
John C. Bostic; Snyder Miller & Orton, Luther Orton and Maureen
Green for Defendant and Respondent Davis Wright Tremaine LLP.
PMRK Law, Peter P. Meringolo -- peter@pmrklaw.com -- Luther K.
Orton; Snyder Miller & Orton, James L. Miller, Luther Orton and
Maureen Green Defendant and Respondent Foley & Lardner LLP.
Jones Day, Robert A. Mittelstaedt -- ramittelstaedt@jonesday.com --
Jason McDonell -- jmcdonell@jonesday.com -- Nathaniel Garrett --
ngarrett@jonesday.com -- Shay Dvoretzky -- sdvoretzky@jonesday.com
-- and Emily J. Kennedy for Defendant and Respondent Jones Day.
Hinshaw & Culbertson, Anthony E. Davis -- adavis@hinshawlaw.com --
Cassidy E. Chivers -- cchivers@hinshawlaw.com -- and Joel D.
Bertocchi -- jbertocchi@hinshawlaw.com -- for The Association of
Professional Responsibility Lawyers as Amicus Curiae on behalf of
Defendants and Respondents.
Morrison & Foerster, Douglas L. Hendricks -- dhendricks@mofo.com --
Larry Engel , Bradley S. Lui -- blui@mofo.com -- Brett H. Miller --
brettmiller@mofo.com -- Erica J. Richards -- erichards@mofo.com --
James Sigel -- jsigel@mofo.com -- Miriam A. Vogel --
mvogel@mofo.com -- and Brian R. Matsui -- bmatsui@mofo.com -- for
32 National and International Law Firms as Amici Curiae on behalf
of Defendants and Respondents.
Morgan Lewis & Bockius, Thomas M. Peterson --
thomas.peterson@morganlewis.com -- and Deborah E. Quick --
deborah.quick@morganlewis.com -- for Professor Geoffrey C. Hazard,
Jr., and Professor Richard Zitrin as Amici Curiae on behalf of
Defendants and Respondents.
McDermott Will & Emery, A. Marisa Chun -- mchun@mwe.com -- Taylor &
Patchen, Taylor & Company Law Offices, Stephen McG. Bundy and
Joshua R. Benson for The Bar Association of San Francisco and The
Los Angeles County Bar Association as Amici Curiae on behalf of
Defendants and Respondents.
About Heller Ehrman
Headquartered in San Francisco, California, Heller Ehrman, LLP --
http://www.hewm.com/-- was an international law firm of more than
730 attorneys in 15 offices in the United States, Europe, and Asia.
Heller Ehrman filed a voluntary Chapter 11 petition (Bankr. N.D.
Cal., Case No. 08-32514) on Dec. 28, 2008. Members of the firm's
dissolution committee led by Peter J. Benvenutti approved a plan
dated Sept. 26, 2008, to dissolve the firm. The Hon. Dennis
Montali presides over the case. Pachulski Stang Ziehl & Jones LLP
assisted the Debtor in its restructuring effort. The Official
Committee of Unsecured Creditors is represented by Felderstein
Fitzgerald Willoughby & Pascuzzi LLP. The firm estimated assets
and debts at $50 million to $100 million as of the Petition Date.
According to reports, the firm had roughly $63 million in assets
and 54 employees at the time of its filing. On Aug. 13, 2010, the
Court confirmed Heller's Joint Plan of Liquidation.
INNOVAK INTERNATIONAL: Taps POHL PA as Legal Counsel
----------------------------------------------------
Innovak International, Inc., seeks approval from the U.S.
Bankruptcy Court for the District of South Carolina to hire POHL,
PA, 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
assets; prepare a plan of reorganization; and provide other legal
services related to its Chapter 11 case.
Robert Pohl, Esq., the attorney who will be handling the case, will
charge an hourly fee of $345. Associates and paralegals will
charge $245 per hour and $75 per hour, respectively.
Prior to the Petition Date, POHL received a retainer in the sum of
$50,000, including the filing fee of $1,717.
Mr. Pohl disclosed in a court filing that he and his firm are
"disinterested persons" as defined in section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Robert A. Pohl, Esq.
POHL, PA
P.O. Box 27290
Greenville, SC 29616
Phone: (864) 233-6294
Fax: (864) 558-5291
E-mail: robert@pohlpa.com
About Innovak International
Innovak International sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. S.C. Case No. 18-00768) on Feb. 16,
2018. In the petition signed by Robert Remington, president, the
Debtor estimated assets of less than $50,000 and liabilities of
less than $100,000. Judge Helen E. Burris presides over the case.
POHL, PA, is the Debtor's counsel.
JBC AGRICULTURAL: Taps Kutner Brinen as Legal Counsel
-----------------------------------------------------
JBC Agricultural Management, LLC, seeks approval from the U.S.
Bankruptcy Court for the District of Colorado to hire Kutner
Brinen, P.C., as its legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; assist in the preparation of a plan of
reorganization; and provide other legal services related to Chapter
11 case.
The firm's hourly rates are:
Lee Kutner $500
Jeffrey Brinen $430
Jenny Fujii $340
Keri Riley $280
Erin Coughlin $175
Paralegal $75
Kutner Brinen holds a pre-bankruptcy retainer in the sum of
$21,328, which it received from the Debtor.
Jeffrey Brinen, Esq., a shareholder of Kutner Brinen, disclosed in
a court filing that his firm is "disinterested" as defined in
Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Jeffrey S. Brinen, Esq.
Keri L. Riley, Esq.
Kutner Brinen, P.C.
1660 Lincoln St., Suite 1850
Denver, CO 80264
Telephone: 303-832-2400
Telecopy: 303-832-1510
E-mail: jsb@kutnerlaw.com
E-mail: klr@kutnerlaw.com
About JBC Agricultural Management
JBC Agricultural Management, LLC, is a privately-held company in
Colorado engaged in acquiring, raising and selling cattle.
JBC Agricultural Management sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D. Colo. Case No. 18-12089) on March
20, 2018. In the petition signed by Tai Jacober, manager, the
Debtor estimated assets and liabilities of $1 million to $10
million. Judge Thomas B. McNamara presides over the case.
JERUSALEM RESTAURANT: Taps Mark Law Firm as Legal Counsel
---------------------------------------------------------
Jerusalem Restaurant, Inc., seeks approval from the U.S. Bankruptcy
Court for the Middle District of Florida to hire The Mark Law Firm,
P.A., as its legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; assist in the preparation of a plan of
reorganization; and provide other legal services related to its
Chapter 11 case.
The firm's hourly rates range from $170 to $350.
The Mark Law Firm is a "disinterested person" as defined in Section
101(14) of the Bankruptcy Code.
The firm can be reached through:
Brian Michael Mark, Esq.
The Mark Law Firm, P.A.
5728 Major Blvd., Suite 502
Orlando, FL 32819
Tel: 407-932-3933
Fax: 407-932-3965
E-mail: bmark@marklawfirm.com
About Jerusalem Restaurant
Jerusalem Restaurant, Inc., is a company that operates two
restaurants in Orange and Osceola Counties, Florida. Jerusalem
Restaurant sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. M.D. Fla. Case No. 18-01065) on Feb. 27, 2018. In the
petition signed by Izzeddin Hamdeh, vice-president, the Debtor
estimated assets and liabilities of less than $50,000. Judge
Cynthia C. Jackson presides over the case.
KATY INDUSTRIES: Court Approves Termination of Retiree Benefits
---------------------------------------------------------------
BankruptcyData.com reported that the U. S. Bankruptcy Court
approved Katy Industries' motion for an order, pursuant to Section
1114 of the Bankruptcy Code, terminating retiree benefits. As
previously argued, "Historically, the Debtors offered certain of
their employees the ability to participate in fully insured and
self-funded retiree medical programs (the 'Retiree Benefits'). As
of the Petition Date, the Debtors' average monthly contribution on
account of the Retiree Benefits has been approximately $7,500. The
Debtors have continued to provide the Retiree Benefits for many
months after the Petition Date, while attempting to negotiate with
the Retiree Committee a settlement related to the impending
termination of the Retiree Benefits necessitated by the Debtors'
wind-down following the sale of substantially all of their assets
under section 363 of the Bankruptcy Code (the 'Sale') to Jansan
Acquisition. The Sale to Jansan closed on July 21, 2017 (the
'Closing'), and the Retiree Committee was appointed on or about
July 31, 2017. On August 31, 2017, the Debtors made a settlement
offer of $36,000 to the Retiree Committee in connection with the
proposed termination of the Retiree Benefits, which amount
represented approximately five months of the Debtors' contributions
for Retiree Benefits. In December 31, 2017, unbeknownst to the
Debtors, certain Retiree Benefits administered by Jansan under the
Assumed Plans expired and lapsed, resulting in a loss of benefits
coverage to the Retirees. Because the Debtors did not administer
Retiree Benefits provided under the Assumed Plans following the
Sale, they were not provided an opportunity to renew, or receive
notice of the pending expiration of, the Assumed Plans."
About Katy Industries
Katy Industries, Inc. -- http://www.katyindustries.com/-- a
publicly traded Delaware corporation, and its wholly-owned direct
and indirect subsidiaries were organized as a Delaware corporation
in 1967. The Company is a well-known manufacturer, importer, and
distributor of commercial cleaning and consumer storage products as
well as a contract manufacturer of structural foam products. It
distributes its products across the United States and Canada. It
is best known for such brands as Continental, Huskee, Color Guard,
Wilen, Muscle Mop, Contico, Tuffbin, and SilverWolf, among many
others.
The Company operates three manufacturing facilities located in
Jefferson City, Missouri, Tiffin, Ohio, and Fort Wayne, Indiana,
with its corporate headquarters located in St. Louis, Missouri.
Katy Industries and its affiliates filed a voluntary petition for
relief under the Bankruptcy Code (Bankr. D. Del. Lead Case No.
17-11101) on May 14, 2017. In the petition signed by CRO Lawrence
Perkins, Katy Industries disclosed $821,321 in assets and
$58,421,346 in liabilities.
Stuart M. Brown, Esq., at DLA Piper LLP (US), is the Debtors'
bankruptcy counsel. JND Corporate Restructuring is the claims and
noticing agent.
M.J. Renick & Associates LLC has been appointed by the Court as fee
examiner.
On July 31, 2017, the Office of the U.S. Trustee formed a committee
of retirees. The Retirees' Committee hired Womble Carlyle
Sandridge & Rice, LLP as legal counsel.
KIDS FOUNDATION: Taps Lawrence Emeh as Accountant
-------------------------------------------------
Kids Foundation Day Care LLC seeks approval from the U.S.
Bankruptcy Court for the District of New Jersey to hire an
accountant.
The Debtor proposes to employ Lawrence Emeh to prepare its monthly
operating reports and other financial reports required by the
Office of the U.S. Trustee. He will also assist the Debtor in
preparing its tax returns.
The accountant will be paid an hourly fee of $75 for his services.
Mr. Emeh is a "disinterested person" as defined in Section 101(14)
of the Bankruptcy Code, according to court filings.
Mr. Emeh maintains an office at:
Lawrence Emeh
135 Evergreen Pl, Suite 702
East Orange, NJ 07018
Phone: (973) 494-1350
E-mail: loemeh1@yahoo.com
About Kids Foundation Day Care
Kids Foundation Day Care LLC sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D.N.J. Case No. 18-14768) on March 12,
2018. In the petition signed by Michael Unegbu, managing member,
the Debtor disclosed that it had estimated assets and liabilities
of less than $50,000. Middlebrooks Shapiro, P.C., is the Debtor's
bankruptcy counsel.
M2 SYSTEMS: Taps Latham Shuker as Legal Counsel
-----------------------------------------------
M2 Systems Corporation seeks approval from the U.S. Bankruptcy
Court for the Middle District of Florida to hire Latham, Shuker,
Eden & Beaudine, LLP, as its legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; assist in the preparation of a plan of
reorganization; and provide other legal services related to its
Chapter 11 case.
The firm's hourly rates range from $350 to $575 for partners, $220
to $290 for associates and $105 to $160 for paraprofessionals.
Prior to the petition date, Latham received an advance fee of
$20,374 for post-petition services and expenses, and $4,626 for
pre-bankruptcy services and expenses.
Latham is a "disinterested person" as defined in Section 101(14) of
the Bankruptcy Code, according to court filings.
The firm can be reached through:
Scott R. Shuker, Esq.
Latham, Shuker, Eden & Beaudine, LLP
Post Office Box 3353
Orlando, FL 32802
Tel: (407) 481-5800
Fax: (407) 481-5801
E-mail: bknotice@lseblaw.com
E-mail: rshuker@lseblaw.com
About M2 Systems Corporation
M2 Systems Corporation -- https://www.m2-corp.com/ -- provides
computer automated solutions for practical business problems
utilizing technology serving the financial, healthcare, retail,
security, transportation, logistics and telecommunications
industries. It specializes in developing, marketing and
implementing transaction technologies for both established and
emerging markets as well as creating outlets for licensing and
operating its solution sets. M2 Systems was founded in 1986 and is
headquartered in Maitland, Florida.
M2 Systems sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. M.D. Fla. Case No. 18-01339) on March 12, 2018. In
the petition signed by Joseph W. Adams, CEO and director, the
Debtor estimated assets of less than $1 million and liabilities of
$1 million to $10 million.
MARIANO MENDOZA: Lopezes Buying Santa Ana Property for $550K
------------------------------------------------------------
Mariano Mendoza and Mercedes Mendoza ask the U.S. Bankruptcy Court
for the Central District of California to authorize the bidding
procedures in connection with the sale of the residential rental
property located at 1619 N. Fairmont, Santa Ana, California, to
Sergio Lopez and Diana Lopez for $550,000, subject to overbid.
A hearing on the Motion is set for April 11, 2018 at 10:00 a.m.
The Debtor owns the Rental Property. The Rental Property was
scheduled by the Debtors as having a value of $520,000, with
$212,505 in liens, exclusive of the Foigelman Lien. It is
reflected to have a current value of $599,714 according to a March
14, 2018 Zillow Zestimate.
As set forth in the declaration of the Debtors' real estate broker,
Rosaiva Olivarria, it is Broker's opinion that the subject property
is overvalued by Zillow as a result of its proximity to adjacent
more costly neighborhoods. As also evidenced by said declaration,
the Rental Property is proposed to be sold to the Debtor's niece
and her husband, who are presentiy tenants, now on a
month-to-month tenancy. The Broker previousiy listed an extremely
similar adjacent property for the Debtors located at 1623 N.
Fairmont. That property was included on the Multiple Listing
Service and open houses were held. The property was ultimately
agreed to be sold for $545,000, subject to overbid, and a hearing
is scheduled for March 20, 2018 in the Court.
As indicated in the Broker's deciaration, she considers the
Property to be of somewhat comparable value to the 1623 N. Fairmont
property, however Buyers are tenants purchasing the Rentai Property
"as is" and without the need to remove them and disrupt the
Debtors' cash flow from the property. Thus, Debtors submit the
sales price is reasonable and that the overbid opportunity will
confirm the valuation.
The Debtors have received an offer from Buyers to purchase the
Rental Property for $550,000 subject to the following
contingencies: (i) the Buyers' acquisition of an acceptable first
trust deed loan in the amount of $530,750; (ii) approval specified
inspection results; (iii) approval of title; and (iv) closing by
March 30, 2018 (the Buyers are aware closing may be affected by
Court approval).
The Application for Order Employing Broker is pending. To the
extent an order has not been entered for any reason prior to the
hearing on the sale motion, the Debtors ask that the employment be
approved in at the time of hearing the Motion. The Listing
Agreement and Purchase and Sale Agreement applicable to this
transaction provide for a 5% commission to be divided equally
between the listing and selling agents as set forth in the Listing
Agreement.
These are the same terms for which Broker's employment was approved
in regard to the 1623 N. Fairmont property. The Broker represents
both parties to the sale transaction and thus will receive a 5%
commission.
The Debtors believe that a sale to Buyers at the offer price will
yield significant value to the Estate, projected as follows
(subject to verification in escrow): (i) costs of Sale - $3,932;
(ii) commissions (5%) - $27,500; (iii) total mortgage liens -
$212,000; and (iv) property taxes (estimated) - $632. The net
proceeds to estate is approximately $307,200.
The summary excludes the Foigelman Lien. Income taxes attributable
to the sale are estimated to be approximately $100,000, however
such liability may be substantially reduced as a result of Seller
proceeds being paid to creditors holding tax deductible claims and
as a result of the Debtors' recognition of losses on a liquidated
corporation. Sellers will have their tax adviser prepare a
year-to-date pro forma tax return, including this sale transaction,
and reserve funds commensurate with the estimated liability in
their DIP account or their attorney's trust account pending further
order of the Court.
The Buyers have made an earnest money deposit in the amount of
$1,000. The Debtors propose that the Buyers' offer be subject to
overbid, according to the procedures set forth.
In order to obtain the highest and best offer for the benefit of
the creditors of the Estate, the Debtors propose the Buyers' offer
be subject to overbid. Notice is being provided of the opportunity
for overbidding to all interested parties in the matter and
required Local Rule Form 6004-2 is being filed with the clerk.
The salient terms of the Bidding Procedures are:
a. Overbid: Overbids will be evaluated based upon a base-line
offer of $550,000, assuming a full commission of 5%.
b. All interested bidders must contact the Debtors' counsel no
later than seven days prior to the hearing scheduled for the
Motion and provide proof of funds and/or loan qualification to
allow Debtors sufficient time to confirm that proof.
c. The initial minimum overbid must be at least $10,000 over
the base-line offer of $550,000 or $560,000. Subsequent bidding
increments shall be $1,000 or such increments as the Court may
establish.
d. A qualified bidder must agree to pay into escrow, in
addition to the purchase price, an amount up to $1,500 for the
reimbursement of the actual case-related expenses of the Buyer
(including inspection and appraisal fees), pursuant to an
appropriate demand and subject to the Debtors' review and approval
prior to distribution.
e. A qualified bidder must be prepared to make an earnest
money deposit of $20,000 before confirmation of the sale by the
Court. The Debtors will not ask confirmation of any bid without
the deposit.
f. A qualified bidder must be prepared to close escrow within
10 court days following the hearing on the Motion, with the
remaining sales proceeds transferred to escrow in time to confirm
the funds before closing.
The foregoing procedures will provide for an orderly completion of
the sale of the Rental Property by permitting all buyers to compete
on similar terms and will allow interested parties and the Court to
compare competing bids in order to realize the highest and best
benefit for the Estate.
The Debtors' scheduled consensual liens are in favor of Roundpoint
Mtg with an estimated balance at present of approximately $132,000
and equity line with Bank of America with an approximate balance of
$80,000. The Foigelman Abstract of Judgment Lien (Claim # i3) in
the original recorded amount of $219,906 (plus asserted
unliquidated amounts) was recorded within 90 days preceding the
Debtors' Chapter 11 filing and is thus arguably subject to
avoidance as it is presently uncertain whether sufficient funds
would exist in a Chapter 7 proceeding to fully satisfy all estate
claims. Accordingly, the Debtors ask that the sale be made will
free and clear of that lien and that the sale proceeds exceed the
amount of the lien claim. In order to provide the Foigelman Lien
with adequate protection, they ask that the lien be deemed to
attach to the proceeds of sale.
The Roundpoint mortgage lien is not reflected of record in the
preliminary title report, nor is a claim set forth in the Claims
Register. The only lien not accounted for is the Secured Bankers
Mortgage Company deed of trust set forth in the preliminary title
report and that deed of trust was released by Way of a recording on
April 4, 2005. The same deed of trust purports to have been
subsequently assigned to Compass Bank by Way of a recording on May
30, 2013. In that said obligation is currently subject to bona
fide dispute by virtue of the foregoing and in that it appears the
sales price exceeds all lien amounts, the Debtors ask that the sale
be tree and clear of the alleged Roundpoint Lien and that the lien
be deemed to attach to the proceeds of sale.
The Debtors also ask they'd be authorized to pay such other
unanticipated incidental or nominal items as may be necessary to
close escrow on the Property, not to exceed an aggregate of $2,000,
pursuant to a demand in escrow and subject to the Debtors' review
and approval prior to distribution.
A copy of the Agreement attached to the Motion is available for
free at:
http://bankrupt.com/misc/Mariano_Mendoza_152_Sales.pdf
Mariano Mendoza and Mercedes Mendoza sought Chapter 11 protection
(Bankr. C.D. Cal. Case No. 17-11662) on April 26, 2017. The Debtor
tapped Onyinye N. Anyama, Esq., at Anyama Law Firm, as counsel.
MARLEX ENTERPRISES: Taps Wood-Richardson as Accountant
------------------------------------------------------
Marlex Enterprises Ltd. received approval from the U.S. Bankruptcy
Court for the Western District of Washington to hire
Wood-Richardson & Company, P.S. as its accountant.
The firm will provide general bookkeeping services, including the
preparation of financial statements, monthly operating reports and
federal income tax returns, and other related services that may be
requested by the Debtor.
Wood-Richardson does not represent any interests adverse to the
Debtor or its creditors, according to court filings.
The firm can be reached through:
Shari Wood-Richardson
Wood-Richardson & Company, P.S.
7100 Fort Dent Way, Suite 280
Tukwila, WA 98188
Phone: (206) 246-2520
Fax: (206) 244-2163
About Marlex Enterprises
Marlex Enterprises Ltd., which conducts business under the name Dog
and Pony Ale House, is a pub in Renton, Washington.
Marlex Enterprises sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Wash. Case No. 18-10330) on Jan. 26,
2018. In the petition signed by Kristen A. Fisher, president, the
Debtor estimated assets of less than $50,000 and liabilities of
less than $500,000. Judge Marc Barreca presides over the case.
Davidson Backman Medeiros PLLC is the Debtor's bankruptcy counsel.
MATRIX BROADCASTING: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Affiliates that filed voluntary petitions seeking relief under
Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Matrix Broadcasting, LLC (Lead) 18-31045
14285 Midway Road, Suite 475
Addison, TX 75001
Matrix Broadcasting Holdings, LLC 18-31046
14285 Midway Road, Suite 475
Addison, TX 75001
Business Description: Matrix Broadcasting, LLC owns and operates
two radio stations, WZSR (105.5 FM, "The
Star") and WFXF (103.9 FM, "The Fox"). The
Stations are operated from Matrix's
studios in Crystal Lake, Illinois. Matrix
Broadcasting Holdings, LLC, which previously
served as the sole member of Matrix, has no
operations or assets but is a guarantor of
Matrix's senior secured obligations. The
Debtors were formed out of the 2014
acquisition by Digity Companies, LLC
of 33 radio stations from NextMedia Group
Inc., which itself successfully emerged from
Chapter 11 in 2010.
Chapter 11 Petition Date: March 27, 2018
Court: United States Bankruptcy Court
Northern District of Texas (Dallas)
Judge: Hon. Harlin DeWayne Hale (18-31046)
Hon. Barbara J. Houser (18-31045)
Debtors' Counsel: Michael P. Cooley, Esq.
Keith M. Aurzada, Esq.
Lindsey L. Robin, Esq.
BRYAN CAVE LLP
2200 Ross Avenue, Suite 3300
Dallas, TX 75201-4675
Tel: 214-721-8054
E-mail: michael.cooley@bryancave.com
keith.aurzada@bryancave.com
lindsey.robin@bryancave.com
Assets and Liabilities:
Estimated Estimated
Assets Liabilities
---------- -----------
Matrix LLC $1 mil.-$10 million $1 mil.-$10 million
Matrix Holdings, LLC $0-$50,000 $1 mil.-$10 million
The petitions were signed by Peter Handy, CEO.
The Debtors did not incorporate in the petitions lists of their 20
largest unsecured creditors.
Full-text copies of the petitions are available for free at:
http://bankrupt.com/misc/txnb18-31045.pdf
http://bankrupt.com/misc/txnb18-31046.pdf
MEHRI AKHLAGHPOUR: Trustee Selling Hillsborough Hills Condo Unit
----------------------------------------------------------------
Nancy J. Zamora, the Chapter 11 Trustee for the bankruptcy estate
of Mehri Akhlaghpour, asks the U.S. Bankruptcy Court for the
Central District of California to authorize the bidding procedures
in connection with the sale of the condominium unit located at
26943 Hillsborough Parkway, #27, Santa Clarita, California to
Ippokratis Pandis and Kristina Serafimova Pandis for $330,000.
A hearing on the Motion is set for April 5, 2018 at 2:00 p.m.
The Debtor asserts an interest in six real properties and various
corporations and businesses in her Schedules of Assets and
Liabilities. The Properties consist of the following: (i) a single
family residence located at 4450 Winnetka Ave., Woodland Hills, CA
91364 ("Winnetka Property"); (ii) the Hillsborough Property; (iii)
a condominium located at 5454 Zelzah Avenue, #302, Encino, CA 91316
("Zelzah Property"); (iv) a single family residence located at
16320 Gledhill Street, North Hills, CA 91343 ("Gledhill Property");
(v) a single family residence located at 17315 Cagney Street,
Granada Hills, CA 91344 ("Cagney Property"); and (vi) the
condominium located at 8338 Woodley Pl. #28, North Hills, CA. 91343
("Woodley Property").
According to the Debtor's declaration attached to the cash
collateral motion, the Debtor lives in the Winnetka Property, is in
the "business of renting properties," and has rented to and
received rental income from tenants of the Rental Properties.
A preliminary title report on the Property has been obtained from
First American Title Co.
The Title Report indicates that these liens have been recorded
against the Property:
a. County Assessor's Office: Real property taxes, 2017-2018.
The Trustee is informed that real property taxes totaling
approximately $2,568 are owed, and the amount owed will be paid
from escrow.
b. The Bank of New York Mellon: Deed of Trust recorded in
favor of Mortgage Electronic Registration Systems, Inc. on 1/6/04
on behalf of MIT Lending, which was assigned to The Bank of New
York Mellon as Trustee CWALT 2004-J3 via an assignment recorded on
11/9/17. The Trustee is informed that an initial obligation of
approximately $212,000 is secured by this deed and the amount owed
will be paid from escrow.
c. Emymac: The disputed Deed of Trust recorded in favor of
Emymac on 10/6/17. The Title Report provides that the Deed of
Trust was alleged to secure an original indebtedness of $183,250.
Broker Rodeo Realty, Inc. has marketed the Property for sale and
obtained the purchase offer being submitted herewith.
Subject to Court approval, the Trustee proposes to sell the
Property, pursuant to the terms of the Purchase and Sale Agreement
and Escrow Instructions and addendums thereto by and among the
parties.
The essential terms of the proposed sale are:
a. Purchaser: Ippokratis Pandis and Kristina Serafimova
b. Purchase Price: $330,000 with $10,000 as earnest money
deposit
c. Condition of Property: The Property is purchased "as-is"
without any representations or warranties of any kind.
d. Broker's Commissions: 6% to the Trustee's Broker
Further, the Property is currently leased to Brett J. Bigley,
pursuant to their Residential Lease Or Month-To-Month Rental
Agreement entered into between the Debtor and Brett J. Bigley on
Dec. 27, 2017, which has a termination date of Dec. 26, 2018.
Through the Motion, the Trustee also asks Court authority to assume
the Lease and assign it to the Purchaser or successful bidder as
part of the sale transaction.
The Trustee will sell the Property free and clear of the liens of
Emymac's lien and interests.
A copy of the Agreement and Lease attached to the Motion is
available for free at:
http://bankrupt.com/misc/Mehri_Akhlaghpour_139_Sales.pdf
While the Trustee is prepared to consummate the sale with the
Purchaser, she is also interested in obtaining the maximum price
for the Property. Therefore, the Trustee asks approval of the
following overbid procedures: (i) 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; (ii) an overbid will be defined
as an initial overbid of $5,000 above the Purchase Price, with each
additional bid in $1,000 increments; (iii) overbidders (except for
the Purchaser) must deliver a deposit to the Trustee's counsel by
way of cashier's check made payable to Encore Escrow, in the amount
of $38,000 at least seven calendar days prior to the hearing on the
Motion; (iv) overbidders must purchase the Property on the same
terms and conditions as the Purchaser; (v) the Deposit of the
successful overbidder will be forfeited if such party is
thereafter unable to complete the purchase of the Property within
15 calendar days of entry of an order confirming the sale; and (vi)
in the event the successful overbidder cannot timely complete the
purchase of the Property, the Trustee will be authorized to proceed
with the sale to the next highest overbidder.
The Trustee estimates that the proposed sale will generate
approximately $168,099 in net proceeds as follows: (i) Real
Property Taxes - $2,568; (ii) BNY Lien - $123,403; (iii) Emymac
Liens - $0; (iv) Estimated Tax Liability from Sale - $4,931; (v)
Repair Credit to the Purchaser - $1,500; (vi) Tenant Security
Deposit to the Purchaser - $3,100; and (vii) Closing Costs
(estimated at 8% including 6% broker commission) - $26,400. The
Trustee asks the Court to authorize the payment of the valid liens
against the Property, any unpaid property taxes, the real estate
broker's commissions, and related sale costs directly from escrow.
The Trustee believes that the sale of the Property under the terms
and conditions set forth above is supported by sound business
reasons and is in the best interest of the estate.
The Trustee asks the Court to waive the 14-day stay prescribed by
Rule 6004(h) of the Federal Rules of Bankruptcy Procedure.
About Mehri Akhlaghpour
Mehri Akhlaghpour filed a Chapter 11 Petition (Bankr. C.D. Cal.,
Case No. 17-12739) on Oct. 11, 2017, and was represented by
Giovanni Orantes, Esq.
The Debtor asserts an interest in six real properties:
* A single family residence located at 4450 Winnetka Ave.,
Woodland Hills, CA 91364;
* A condominium located at 26943 Hillsborough Parkway, #27,
Valencia, CA 91354;
* A condominium located at 5454 Zelzah Avenue, #302, Encino, CA
91316;
* A single family residence located at 16320 Gledhill Street,
North Hills, CA 91343;
* A single family residence located at 17315 Cagney Street,
Granada Hills, CA
91344; and
* A condominium located at 8338 Woodley Pl. #28, North Hills, CA
91343.
On Dec. 29, 2017, the Office of the United States Trustee filed a
motion to appoint a Chapter 11 Trustee. The Motion was granted.
On Jan. 25, 2018, Nancy J. Zamora was appointed as the Debtor's
Chapter 11 Trustee. The Trustee tapped Levene, Neale, Bender, Yoo
& Brill L.L.P. as counsel; and Rodeo Realty, Inc., as real estate
broker.
MEHRI AKHLAGHPOUR: Trustee Selling North Hills Condo Unit for $325K
-------------------------------------------------------------------
Nancy J. Zamora, the Chapter 11 Trustee for the bankruptcy estate
of Mehri Akhlaghpour, asks the U.S. Bankruptcy Court for the
Central District of California to authorize the bidding procedures
in connection with the sale of the condominium unit located at 8338
Woodley Place, Unit 28, North Hills, California to Caesar Adnan for
$325,000.
A hearing on the Motion is set for April 5, 2018 at 2:00 p.m.
The Debtor asserts an interest in six real properties and various
corporations and businesses in her Schedules of Assets and
Liabilities. The Properties consist of the following: (i) a single
family residence located at 4450 Winnetka Ave., Woodland Hills, CA
91364 ("Winnetka Property"); (ii) a condominium located at 26943
Hillsborough Parkway, #27, Valencia, CA 91354 ("Hillsborough
Property"); (iii) a condominium located at 5454 Zelzah Avenue,
#302, Encino, CA 91316 ("Zelzah Property"); (iv) a single family
residence located at 16320 Gledhill Street, North Hills, CA 91343
("Gledhill Property"); (v) a single family residence located at
17315 Cagney Street, Granada Hills, CA 91344 ("Cagney Property");
and (vi) the Property.
According to the Debtor's declaration attached to the cash
collateral motion, the Debtor lives in the Winnetka Property, is in
the "business of renting properties," and has rented to and
received rental income from tenants of the Rental Properties.
A preliminary title report on the Property has been obtained from
First American Title Co.
The Title Report indicates that these liens have been recorded
against the Property:
a. County Assessor's Office: Real property taxes, 2017-2018.
The Trustee is informed that real property taxes totaling
approximately $706 are owed and the amount owed will be paid from
escrow.
b. Residential Credit Solutions, Inc.: Deed of Trust recorded
in favor of Orange Coast Title on 4/22/04 on behalf of First
Franklin Financial Corp., which was assigned to Residential Credit
Solutions, Inc. via an assignment recorded on 10/22/10. The
Trustee is informed that an initial obligation of approximately
$160,000 is secured by this deed and the amount owed will be paid
from escrow.
c. Emymac: The disputed Deed of Trust recorded in favor of
Emymac on 1/12/15. The Title Report provides that the First Emymac
Deed was alleged to secure an original indebtedness of $72,500.
The Title Report references a "Full Reconveyance" recorded on Oct.
10, 2017 related to the First Emymac Deed.
d. Emymac: The disputed Deed of Trust recorded in favor of
Emymac on 10/10/17. The Title Report provides that the Second
Emymac Deed was alleged to secure an original indebtedness of
$172,500.
Subject to Court approval, the Trustee proposes to sell the
Property, pursuant to the terms of the Purchase and Sale Agreement
and Escrow Instructions and addendums thereto by and among the
parties.
The essential terms of the proposed sale are:
a. Purchaser: Caesar Adnan
b. Purchase Price: $325,000 with $10,000 as earnest money
deposit
c. Condition of Property: The Property is purchased "as-is"
without any representations or warranties of any kind.
d. Broker's Commissions: 6% to the Trustee's Broker
A copy of the Agreement attached to the Motion is available for
free at:
http://bankrupt.com/misc/Mehri_Akhlaghpour_136_Sales.pdf
The Trustee will sell the Property free and clear of the liens of
Emymac's lien and interests.
While the Trustee is prepared to consummate the sale with the
Purchaser, she is also interested in obtaining the maximum price
for the Property. Therefore, the Trustee asks approval of the
following overbid procedures: (i) 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; (ii) an overbid will be defined
as an initial overbid of $5,000 above the Purchase Price, with each
additional bid in $1,000 increments; (iii) overbidders (except for
the Purchaser) must deliver a deposit to the Trustee's counsel by
way of cashier's check made payable to "Encore Escrow," in the
amount of $37,500 at least 7 calendar days prior to the hearing on
the Motion; (iv) overbidders must purchase the Property on the same
terms and conditions as the Purchaser; (v) the Deposit of the
successful overbidder will be forfeited if such party is thereafter
unable to complete the purchase of the Property within 15 calendar
days of entry of an order confirming the sale; and (vi) in the
event the successful overbidder cannot timely complete the purchase
of the Property, the Trustee will be authorized to proceed with the
sale to the next highest overbidder.
The Trustee estimates that the proposed sale will generate
approximately $127,711 in net proceeds as follows: (i) Real
Property Taxes - $706; (ii) Residential Lien - $123,752; (iii)
Emymac Liens - $0; (iv) Estimated Tax Liability from Sale -
$53,331; and (v) Closing Costs (estimated at 8% including 6% broker
commission- $19,500.
The Trustee asks the Court to waive the 14-day stay prescribed by
Rule 6004(h) of the Federal Rules of Bankruptcy Procedure.
About Mehri Akhlaghpour
Mehri Akhlaghpour filed a Chapter 11 Petition (Bankr. C.D. Cal.,
Case No. 17-12739) on Oct. 11, 2017, and was represented by
Giovanni Orantes, Esq.
The Debtor asserts an interest in six real properties:
* A single family residence located at 4450 Winnetka Ave.,
Woodland Hills, CA 91364;
* A condominium located at 26943 Hillsborough Parkway, #27,
Valencia, CA 91354;
* A condominium located at 5454 Zelzah Avenue, #302, Encino, CA
91316;
* A single family residence located at 16320 Gledhill Street,
North Hills, CA 91343;
* A single family residence located at 17315 Cagney Street,
Granada Hills, CA
91344; and
* A condominium located at 8338 Woodley Pl. #28, North Hills, CA
91343.
On Dec. 29, 2017, the Office of the United States Trustee filed a
motion to appoint a Chapter 11 Trustee. The Motion was granted.
On Jan. 25, 2018, Nancy J. Zamora was appointed as the Debtor's
Chapter 11 Trustee. The Trustee tapped Levene, Neale, Bender, Yoo
& Brill L.L.P. as counsel; and Rodeo Realty, Inc., as real estate
broker.
MM CAPITAL: Case Summary & 14 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: MM Capital NY Owner LLC
317 West 82nd Street, Apt. 2B
New York, NY 10024-5320
Type of Business: MM Capital NY Owner LLC is the assignee and
current purchaser under a contract of sale,
dated as of July 24, 2017, as amended,
to purchase a real property located at 141
Chrystie Street, New York, New York from 141
Chrystie Street Corp. for a total current
purchase price of $11.20 million.
Chapter 11 Petition Date: March 27, 2018
Court: United States Bankruptcy Court
Southern District of New York (Manhattan)
Case No.: 18-10838
Debtor's Counsel: Kevin J. Nash, Esq.
GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP
1501 Broadway, 22nd Floor
New York, NY 10036
Tel: (212)-301-6944
Fax: (212) 422-6836
E-mail: KNash@gwfglaw.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Hannah Rademaker, manager.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/nysb18-10838.pdf
List of Debtor's 14 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
141 Chrystie Street Corp. Balance of $10,900,000
c/o George Roth, Esq. Contract Price
14104 7rd Ter Flushing NY
11367-2307
Churchill Real Estate Holdings Loan $60,000
Dan Bernstein KBA Services $10,000
David Forbes Services $20,000
Emerald Creek Capital Loan $50,000
Hannah Rademaker Services $35,000
Internal Revenue Service Taxes $0
Joe Meerbaum Lionsgate Finance Brokerage $50,000
Commission
NYC Dep't of Finance Taxes $0
NYS Dep't of Taxation Taxes $0
Bankruptcy/Special
Procedure
OTL Angelo Cosentini Services $30,000
Paul Popkin Brokerage $393,000
Commission
Raad Architects Services $10,000
Rosenberg & Estis Legal $8,430
NIBUR INC: Taps Puglisi Moore as Accountant
-------------------------------------------
Nibur Inc. seeks approval from the U.S. Bankruptcy Court for the
Southern District of New York to hire Puglisi Moore & Co., LTD as
its accountant.
The firm will assist the Debtor in the preparation of its operating
reports and tax filings, and will provide other accounting services
necessary for the successful prosecution of its Chapter 11 case.
The firm's hourly rates are:
Partners $250
Directors $150
Managers $150
Staff Accountants $100 to $185
Paraprofessionals $70 to $95
Administrative Assistant $70 to $95
Nicholas Puglisi, an officer of Puglisi Moore, disclosed in a court
filing that his firm does not represent any interests adverse to
the Debtor or its estate.
The firm can be reached through:
Nicholas M. Puglisi
Puglisi Moore & Co., LTD
135 Bedford Road
Armonk, NY 10504
Phone: (914) 273-8300
Fax: (914) 273-8301
Email: npuglisi@pmgcpa.com
Email: info@pmgcpa.com
About Nibur Inc.
Nibur Inc. operates a high-end fashion manufacturing and retail
business located at 260 West 39th Street, New York. Nibur sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y.
Case No. 18-10283) on Feb. 2, 2018. In its petition signed by
Rubin Singer, president, the Debtor disclosed that it had estimated
assets of less than $50,000 and liabilities of less than $100,000.
Judge James L. Garrity, Jr., presides over the case.
NY COMMUNITY BANCORP: Fitch Affirms BB- Preferred Stock Rating
--------------------------------------------------------------
Fitch Ratings has affirmed the ratings for New York Community
Bancorp, Inc. (NYCB) at 'BBB+'/'F2'. The Rating Outlook was revised
to Negative from Stable.
KEY RATING DRIVERS
IDRS AND VRs
The ratings reflect NYCB's demonstrated strong credit underwriting
through multiple cycles that has been proven to provide good asset
quality and relative earnings stability through adverse credit
environments. Offsetting this strength is Fitch's view of a weak
funding and liquidity profile, weak capital generation and
uncertainty around NYCB's ability to execute on strategic
priorities, specifically as it relates to the bank's funding
profile.
The Negative Outlook reflects Fitch's views around NYCB's ability
to execute on management's desire to reposition its funding, and
the resulting impact on the bank's financial flexibility relative
to equally rated peers. Specifically, Fitch believes that in the
current environment, NYCB's traditional thrift banking model
combined with what Fitch views as a relatively transactional
lending franchise, limits NYCB's ability to improve the funding
profile, cost of funds and deteriorating level of capital
generation. These factors are viewed as ratings constraints,
especially for a bank of NYCB's size. Fitch expects to resolve the
Outlook at the later end of the outlook horizon of 12-24 months.
Fitch views NYCB's loan underwriting and asset quality as a primary
and high influence rating strength. The company's net charge-offs
(NCOs) peaked at 35 basis points (bps) in 2011 and were 16bps in
2017 relative to 0% in 2016. The increase in NCOs was driven by
losses stemming from the taxi medallion portfolio. This portfolio
balance stood at 2.03% of total risk-based capital as of 4Q17.
Credit performance in NYCB's core multifamily loan portfolio
remains very strong and excluding the impact of taxi medallion
portfolio, the net-charge-off ratio for the entire loan portfolio
would have been less than 1bp.
Fitch expects asset quality to remain strong due to the company's
conservative underwriting practices across its multifamily and
commercial real estate portfolios. Further, NYCB's New York City
multifamily loan portfolio is collateralized predominantly by rent
controlled/regulated properties (approximately 88%). These
properties are characterized by very low vacancy rates and
predictable cash flows, resulting in a superior and sustainable
asset quality performance.
In 3Q17, NYCB announced that it sold its covered loan portfolio and
mortgage banking business which provided a cash inflow of
approximately $3.1 billion. This provided relief to the bank's
relatively high loan-to-deposit ratio which dropped to 130% in Q3
relative to 136% at year-end 2016.
As of FYE17, NYCB's cash and liquid assets stood at around 12% of
total assets, an improvement from the prior year. Incorporated in
the current rating is Fitch expectation that NYCB will continue
building the securities portfolio such that cash and liquid assets
are maintained in the 10%-17% range. NYCB has since been switching
cash into a combination of loans and securities. As this activity
continues, Fitch expects the loan-to-deposit ratio to trend
modestly higher from the current level of 132% at FYE2017. Fitch
views NYCB's comparatively high loan-to-deposit ratio as a ratings
weakness.
NYCB's net interest income faced negative pressure in 2017 stemming
from deposit cost pressures, a flat asset base and the sale of the
covered loans portfolio. Incorporated in the current rating is
Fitch expectation that in 2018, the negative impact of net interest
margin compression will be offset by a combination of balance sheet
growth, expense reductions associated with lower consultant
spending as well as a lower effective tax rate. The sale of the
mortgage banking business has increased NYCB's reliance on core
spread revenue. NYCB also has a liability sensitive balance sheet
and models a 4.27% reduction in net interest income from a 100bps
rise in interest rates.
The bank's revenue concentration and earnings quality remains a
weakness relative to the overall rating. NYCB reported a return on
average equity of 7.06% for FY17. This is lower than equally rated
peers and is driven by the bank's comparatively large goodwill
asset which results in a comparatively large common equity capital
base under U.S. risk-based capital rules. The bank reported a ROAA
of 0.96% in FY2017, a level of earnings that supports the current
rating. Various one-off items such as the sale of the mortgage
banking business and income tax relief inflated earnings in
FY2017.
As of 4Q17, New York Community Bank's regulatory CRE to total
risk-based capital ratio stood at 742.1%. NYCB reported a
risk-based common equity tier 1 (CET 1) ratio of 11.36% for FY17.
While this capital level is modestly lower than peers, Fitch views
the capital level as sufficient to support the overall ratings. The
bank's relatively high level of equity capital to total assets is
required to offset the proportionately high level of loans as a
percentage of total assets as well as the aforementioned
concentrations in the loan portfolio.
SUPPORT RATING AND SUPPORT RATING FLOOR
NYCB's Support Rating and Support Rating Floor of '5' and 'NF'
reflect Fitch's view that the company is unlikely to procure
extraordinary support should such support be needed.
SUBORDINATED DEBT AND OTHER HYBRID SECURITIES
Preferred stock is rated five notches lower than NYCB's Viability
Rating (VR) of 'bbb+', in accordance with Fitch's 'Global Bank
Rating Criteria' dated Nov. 25, 2016. The preferred stock rating
includes two notches for loss severity given the securities' deep
subordination in the capital structure, and three notches for
non-performance given that the coupon of the securities is
non-cumulative and fully discretionary.
HOLDING COMPANY
NYCB's IDR and VR are equalized with those of its operating
companies and banks, reflecting its role as the bank holding
company, which is mandated in the U.S. to act as a source of
strength for its bank subsidiaries. Ratings are also equalized
reflecting the very close correlation between holding company and
subsidiary default probabilities.
SUBSIDIARY AND AFFILIATED COMPANY
The IDRs and VRs of NYCB's bank subsidiary benefits from the
cross-guarantee mechanism in the U.S. under FIRREA, and therefore
the IDRs and VRs of New York Community Bank are equalized across
the group.
LONG- AND SHORT-TERM DEPOSIT RATINGS
NYCB's uninsured deposit ratings are rated one notch higher than
the company's IDR and senior unsecured debt because U.S. uninsured
deposits benefit from depositor preference. Fitch believes U.S.
depositor preference gives deposit liabilities superior recovery
prospects in the event of default.
RATING SENSITIVITIES
IDRS AND VRS
Fitch currently views more downside risk in NYCB's ratings as
reflected in the Negative Outlook. Over the Outlook horizon of
12-24 months, if Fitch believes NYCB is unable to deliver and
execute a credible strategy for repositioning the balance sheet and
pivot towards a funding profile that allows for reduced earnings
risk, negative ratings action may be taken. Conversely, NYCB's
Outlook may be revised back to Stable if management executes on
repositioning the balance sheet or improve the core earnings and
funding profile.
Fitch expects that absent any significant items, ROAA will likely
range between 85 and 95bps in 2018 and this is incorporated in the
current ratings level. Ratings are sensitive to significant
deterioration in earnings beyond this range, especially as it
relates to margin compression and funding cost pressures.
Incorporated in the ratings is Fitch's expectation that NYCB will
report total loan growth of mid-single digits in 2018. Double digit
loan growth over the next year may also place downward pressure on
the ratings, especially as it relates to erosion of capital
ratios.
NYCB's specialty finance business has reported strong growth off a
low base in recent years and stood at $1.5 billion or roughly 39%
of CET 1 capital. Material credit deterioration in this portfolio
is not within Fitch expectations and weaker performance than peers
would result in negative ratings action.
SUPPORT RATING AND SUPPORT RATING FLOOR
NYCB's Support Rating and Support Rating Floor are sensitive to
Fitch's assumption around capacity to procure extraordinary support
in case of need.
SUBORDINATED DEBT AND OTHER HYBRID SECURITIES
NYCB's preferred stock rating is sensitive to changes in NYCB's VR,
and would move in tandem with any changes to the VR.
HOLDING COMPANY
Should NYCB begin to exhibit signs of weakness, demonstrate trouble
accessing the capital markets, or have inadequate cash flow
coverage to meet near-term obligations, there is the potential that
Fitch could notch the holding company's IDR and VR below the
ratings of its bank subsidiaries.
SUBSIDIARY AND AFFILIATED COMPANIES
As the IDRs and VRs of the subsidiaries are equalized with those of
NYCB to reflect support from their ultimate parent, they are
sensitive to changes in the parent's propensity to provide support,
which Fitch currently does not expect, or from changes in NYCB's
IDRs.
LONG- AND SHORT-TERM DEPOSIT RATINGS
The ratings of long- and short-term deposits issued by NYCB and its
subsidiaries are primarily sensitive to any change in NYCB's long-
and short-term IDRs.
Fitch has affirmed the following ratings:
New York Community Bancorp, Inc.
-- Long-Term IDR at 'BBB+'; Outlook Negative;
-- Preferred stock at 'BB-';
-- Viability Rating at 'bbb+';
-- Short-Term IDR at 'F2';
-- Support at '5';
-- Support floor at 'NF'.
New York Community Bank
-- Long-Term IDR at 'BBB+'; Outlook Negative;
-- Long-term deposits at 'A-';
-- Viability Rating at 'bbb+';
-- Short-Term IDR at 'F2';
-- Support at '5';
-- Support floor at 'NF';
-- Short-term deposits at 'F2'.
New York Commercial Bank
-- Long-Term IDR at 'BBB+'; Outlook Negative;
-- Long-term deposits at 'A-';
-- Viability rating at 'bbb+'.
-- Short-Term IDR at 'F2';
-- Support at '5';
-- Support floor at 'NF';
-- Short-term deposits at 'F2'.
OLYMPIA OFFICE: Receiver Wants to Enter into Lease Transactions
---------------------------------------------------------------
JSH Properties, Inc., Custodial Receiver for the Olympia Office,
LLC and its affiliates, asks the U.S. Bankruptcy Court for the
Western District of Washington to authorize it (a) to enter into
lease transactions with respect to the three buildings located at
(i) 805 South Mission Street, Wenatchee, Washington; (ii) 640
Woodland Square Loop, Lacey, Washington; and (iii) 645 Woodland
Square Loop, Lacey, Washington, which are part of the of the
portfolio of office properties held by the Debtors; and (b) to use
cash collateral to pay expenses related to the lease transactions
including the leasing commissions and construction management fees
payable to the Receiver under the State Court Receivership Order.
A hearing on the Motion is set for April 11, 2018 at 9:00 a.m. The
objection deadline is April 4, 2018.
On May 19, 2016, the King County Superior Court entered an order in
Case No. 16-2-10797-4-KNT appointing the Receiver as the custodial
receiver for the Properties which at that time were owned by owned
by the Debtors' predecessor, CDC Properties I, LLC. The Debtors
subsequently acquired the CDC portfolio of properties in late
September 2016. Section 3.4.4 of the State Court Receiver Order,
provides for payment to the Receiver of a commission for lease
renewals in the amount of 2.5% of the rent payable for years 1
through 5, and 1.25% of the rent payable for years 6 through 10 and
a construction management fee equal to 5% of the total project
costs for any work performed.
At the time of the Receiver's appointment, the CDC portfolio
suffered from high vacancy rates and significant deferred
maintenance issues. Since its appointment and prior to the
commencement of the case, the Receiver has worked diligently to
stabilize the Properties by renewing several key leases with
various Washington State agencies. It has also worked to allay the
concerns of tenants that have been unhappy with the poor
maintenance practices of prior owner, and concerns about the
transfer of ownership to the Debtors, the Debtors' prior New York
bankruptcy case and now the case.
The Receiver has concluded negotiations to renew the leases of
three different State of Washington Agencies for three of the
Properties as summarized:
a. 805 South Mission Street, Wenatchee, Washington: The
Department of Social and Health Services ("DSHS") has agreed to a
new 10-year lease for the building located at 805 South Mission
Street, Wenatchee, Washington. The term of the current DSHS lease
expired Nov. 30, 2018. The proposed lease terms are summarized in
the Declaration of Edward Velton. The total estimated out of
pocket costs for the proposed lease are $1,317,414 which includes
the cost of addressing extensive deferred maintenance allowed by
the prior owner and payment of the Receiver's leasing commission
and construction management fee.
b. 640 Woodland Square Loop, Lacey, Washington: The State of
Washington Employment Security Department ("ESD") has agreed to
amend its existing lease to expand its premises and occupy the
remaining vacant spaces in the building located at 640 Woodland
Square Loop, Lacey, Washington, bringing it to 100% occupancy. The
proposed terms of the lease amendment are summarized in the
Declaration of Edward Velton. The total estimated out of pocket
costs for the proposed lease amendment are $339,047 which includes
the cost of building out the vacant space per ESD's requirements
and payment of the Receiver's leasing commission and construction
management fee.
c. 645 Woodland Square Loop, Lacey, Washington: The State of
Washington Department of Licensing currently leases the entire
building located at 645 Woodland Square Loop, Lacey, Washington,
and has agreed to extend the term of its existing lease for
approximately 30 months. The proposed lease terms are summarized
in the Declaration of Edward Velton. The total estimated out of
pocket costs for the proposed lease are $160,792 which includes the
cost of performing interior and exterior repairs required by DOL
and payment of the Receiver’s leasing commission and construction
management fee.
As further detailed in the Declaration of Edward Velton, as of Feb.
28, 2018, the Receiver held $2,272,564 in cash all of which is the
cash collateral of the Noteholder. The office portfolio continues
to generate positive cash flow after payment of operating expenses
(excluding debt service).
Consummating the proposed lease transactions is in the best
interest of the estate. In the Receiver's professional judgment,
vacancies and/or short term leasing risk reduces the market value
of commercial properties. In this case, the Receiver believes that
extending the terms of the subject leases and bringing each of the
three buildings to 100% occupancy will preserve and enhance the
value of these buildings and the portfolio as a whole.
The Noteholder has advised the Receiver that it consents to the
Receiver's use of cash collateral to pay expenses related to the
proposed lease transactions. As of the date of the Motion, the
Debtors have not advised the Receiver whether they approve of the
proposed use of cash collateral.
In the case, performing the lessor's obligations under the proposed
lease transactions requires significant cash expenditures for
construction as well as payment of commissions and construction
management fees. Currently, there is no other funding source for
these expenses other than cash collateral. Whether or not all
lease expenses can be funded from cash flow will depend on the
timing of the work, contractor billing, and when the tenants demand
payment of their tenant allowances. In the Receiver's judgment,
executing all three lease transaction will very likely consume the
bulk of available cash. To the extent that the cash collateral is
exhausted, the Receiver will look to either the Debtor or the
Noteholder to fund any shortfall.
About Olympia Office
Based in Cedarhurst, New York, Olympia Office LLC and its
affiliates WA Portfolio LLC, Mariners Portfolio LLC and Seahawk
Portfolio LLC sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. W.D. Wash. Case Nos. 17-44721 to 17-44724) on Dec. 26,
2017. Scott G. Switzer, chief operating officer, signed the
petitions. At the time of the filing, Olympia Office estimated
assets of $10 million to $50 million and liabilities of $50 million
to $100 million. Judge Mary Jo Heston presides over the cases.
Williams Kastner & Gibbs, PLLC, serves as counsel to the Debtors.
ON-CALL STAFFING: Zwerschke Buying Courtland Property for $285K
---------------------------------------------------------------
On-Call Staffing, Inc., asks the U.S. Bankruptcy Court for the
Northern District of Mississippi to authorize the sale of
approximately 100 acres with a one story brick dwelling with
approximately 1386 sq. ft. home located at 26 Hughes Road,
Courtland, Panola County, Mississippi to Clayton Zwerschke for
$285,000.
The Debtor's Plan of Reorganization called for the sale of the
subject real property with the proceeds to be paid to the Bank.
Renasant Bank has a lien on the real property by virtue of three
Deeds of Trust dated May 18, 2010 and renewed June 10, 2011 and
July 2, 2012. Said liens will attach to the proceeds from the said
sale. At the closing, Renasant's Deeds of Trust will be canceled
on the subject property and they will receive the net proceeds of
the sale.
On March 3, 2011 a quitclaim deed was executed by E. L. Garner III
as President and owner of On-Call Staffing, Inc. to On-Call
Staffing of Tennessee, Inc. On Call Staffing of Tennessee, Inc.
filed a Chapter 7 Bankruptcy on Dec. 7, 2016, case no.
16-14289-JDW. Stephen Smith, Trustee, has closed the estate. The
subject real property was disclosed in the Schedules of On-Call
Staffing Inc. and all of the creditors of On-Call Staffing of
Tennessee Inc. are included in the creditors of On-Call Staffing,
Inc.
The Debtors Plan affirmed Renasant's lien on the property and
states in relevant part:
a. The Bank's pre-petition, first Deed of Trust lien on the
Real Estate is hereby confirmed and ratified as continuing in
accordance with all applicable law, including bankruptcy, and Bank
is hereby granted an unrestricted, first priority, post-petition
lien upon all post-petition Cash Collateral of the same nature as
the pre-petition Cash Collateral and proceeds thereof as to each
and every item of collateral;
b. The debts evidenced by Notes 1 and 2 in the amounts set
forth are not subject to any claims of set-off, recoupment or other
disputes of any nature exist in defense of the enforceability of
the Debtor's obligations to Bank under Notes 1 and/or 2 and the
related collateral agreements, and the Debtor acknowledges and
agrees that the Real Estate and the Cash Collateral each serve to
secure all its obligations under both Notes 1 and 2.
Also, the Debtors Plan contemplated the sale of the Real Property
and states that in the event the Debtor explores the possible sale
of the Real Estate during the pendency of the case, it agrees to
consult with Bank in connection with any possible listing of the
property with an agent for sale, and with respect to the terms,
provisions and closing mechanism of any contract of sale whether
under section 363 of the Bankruptcy Code or otherwise.
The Bank has agreed to release its lien in exchange for the net
proceeds of this sale.
The price being paid by the Buyer is at or above the fair market
value of the property and the sale was negotiated in good faith and
represents an arm's-length transaction.
The terms and conditions of the sale are:
a. Property: Approximately 100 acres with a one story brick
dwelling with approximately 1386 sq. ft. home located at 26 Hughes
Road, Courtland, Panola County, Mississippi
b. Purchase Price: $285,000
c. Deposit: $14,250
d. Taxes: The ad valorem taxes for the year 2017-18 are to be
paid by the Buyer.
e. Title: The property is to be conveyed general Warranty Deed
to be furnished by the Seller.
f. Closing: May 15, 2018
g. Lienholder: Renasant Bank holds a valid first lien on said
property, and all proceeds will go directly to the Bank.
A copy of the Agreement attached to the Motion is available for
free at:
http://bankrupt.com/misc/On-Call_Staffing_901_Sales.pdf
The property will be sold free and clear of all liens.
Stephen Smith, Trustee in the On-Call Staffing of Tennessee, Inc.
case has recognized that there is no equity for the benefit of the
estate and will execute a Trustee's Quitclaim Deed.
About On-Call Staffing
On-Call Staffing, Inc., filed a Chapter 11 petition (Bankr. N.D.
Miss. Case No. 16-13823) on Oct. 28, 2016. The Debtor is
represented by J. Walter Newman, IV, Esq., at Newman & Newman. In
the petition signed by its President, Lee Garner III, the Debtor
estimated assets at $100,000 to $500,000 and liabilities at
$500,000 to $1 million.
The Debtor's Plan of Reorganization was confirmed by the Court on
Nov. 8, 2017.
PARAGON OFFSHORE: Old Paragon Chapter 11 Cases Dismissed
--------------------------------------------------------
Paragon Offshore Limited ("Paragon") commented on March 27, 2018,
on the conclusion of the voluntary proceedings commenced July 2017
by Paragon Offshore plc (in administration) ("Old Paragon") and
certain of Old Paragon's subsidiaries under chapter 11 of the
United States Bankruptcy Code in the United States Bankruptcy Court
in the District of Delaware (the "Court"). The subsidiaries of Old
Paragon included in the proceedings were Prospector Offshore
Drilling S.a r.l ("Offshore Drilling"), Prospector Rig 1
Contracting Company S.a r.l and Prospector Rig 5 Contracting
Company S.a r.l (collectively, and together with the other
non-filing subsidiaries of Offshore Drilling, the "Prospector
Group").
On March 5, 2018, the Court approved a settlement agreement (the
"Settlement Agreement") by and among Old Paragon, members of the
Prospector Group, Paragon, SinoEnergy Capital Management Ltd.
("SinoEnergy") and certain of its subsidiaries, and Neville Kahn
and David Soden in their capacity as joint administrators of Old
Paragon (each acting as agent of Old Paragon and without personal
liability). As previously disclosed, under the terms of the
Settlement Agreement, SinoEnergy was paid certain agreed amounts
(the "Settlement Amounts") representing the outstanding principal
balance on the existing sale-leaseback arrangements with
SinoEnergy, lease termination fees, expenses, and a consent fee, in
exchange for which SinoEnergy released all claims, liens, and
encumbrances against the two Prospector rigs so that Paragon has
complete ownership over the Prospector rigs.
On Tuesday, March 27, 2018, the conditions precedent for closing
the Settlement Agreement were satisfied by all parties, the
Settlement Amounts were paid, and ownership of the Prospector
Group, including the two Prospector rigs, was transferred to
Paragon. Furthermore, the Court approved an order dismissing the
chapter 11 cases effective March 27, 2018.
Jay Swent, President and Chief Executive Officer of Paragon
Offshore Limited, commented, "We are extremely pleased that Old
Paragon was able to resolve the outstanding commercial issues with
SinoEnergy and bring these cases to a close. Their successful
conclusion satisfies a key condition precedent for closing on Borr
Drilling Limited's acquisition of Paragon, which we expect to
happen later this week."
About Prospector Offshore and Paragon Offshore
Paragon Offshore Plc, and several affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 16-10385 to
16-10410) on Feb. 14, 2016. The Delaware Bankruptcy Court entered
an order on June 7, 2017, confirming the 2016 Debtors' Fifth Joint
Chapter 11 Plan of Reorganization.
Prospector Offshore Drilling S.a r.l. and three affiliates filed
separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos.
17-11572 to 17-11575) on July 20, 2017. The affiliates are
Prospector Rig 1 Contracting Company S.a r.l.; Prospector Rig 5
Contracting Company S.a r.l.; and Paragon Offshore plc (in
administration).
The Hon. Christopher S. Sontchi presides over the cases.
The Debtors are represented by Gary T. Holtzer, Esq., and Stephen
A. Youngman, Esq., at Weil, Gotshal & Manges LLP, and Mark D.
Collins, Esq., Amanda R. Steele, Esq., and Joseph C. Barsalona II,
Esq., at Richards, Layton & Finger, P.A., as counsel. The Debtors
hired as their financial advisors, Lazard Freres & Co. LLC; as
their restructuring advisor, AlixPartners, LLP; and as their
claims, noticing and solicitation agent, Kurtzman Carson
Consultants LLC.
In the petitions signed by Senior VIce President and CFO Lee M.
Ahlstrom, the Debtors estimated $1 billion to $10 billion in both
assets and liabilities.
The Debtors' bankruptcy filing came two days after the Paragon
Offshore group completed its corporate and financial reorganization
on July 18, 2017. The plan of reorganization under chapter 11 of
the U.S. Bankruptcy Code substantially de-levered Paragon
Offshore's ongoing business, eliminating approximately $2.3 billion
of secured and unsecured debt.
PARKLAND FUEL: DBRS Gives 'BB' Rating to $50MM 6% Unsec. Notes
--------------------------------------------------------------
DBRS Limited assigned a rating of BB with a Stable trend to
Parkland Fuel Corporation's (Parkland; rated BB with a Stable trend
by DBRS) debt issuance of USD 500 million 6.0% Senior Unsecured
Notes (the Notes) due April 1, 2026, which closed on March 23,
2018.
Net proceeds from the Notes are expected to be used to repay
amounts outstanding on Parkland's credit facility. The Notes are
direct senior unsecured obligations of Parkland and rank pari passu
with all of Parkland's existing and future senior unsecured
indebtedness and senior in right of payment to any future
subordinated indebtedness. The Notes are also effectively
subordinated to all secured indebtedness, which includes Parkland's
secured debt and other secured obligations, including its credit
facility.
PAYROLL MANAGEMENT: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Payroll Management, Inc.
c/o Uniify of Florida, LLC
8734 Ortega Park
Navarre, FL 32566
Business Description: Payroll Management, Inc. provides human
resource solutions to businesses that choose
to outsource those functions. It offers
human resource support, payroll,
administration, workers' compensation,
recruiting and training, safety training,
and miscellaneous services. Payroll
Management Inc. was founded in 1986 and is
based in Fort Walton Beach, Florida.
Chapter 11 Petition Date: March 27, 2018
Case No.: 18-30298
Court: United States Bankruptcy Court
Northern District of Florida (Pensacola)
Judge: Hon. Jerry C. Oldshue Jr.
Debtor's Counsel: Teresa M. Dorr, Esq.
ZALKIN REVELL, PLLC
2441 US Highway 98, Suite 109
Santa Rosa Beach, FL 32459
Tel: 850-267-2111
Fax: 850-560-7111
Email: tdorr@zalkinrevell.com
- and -
Natasha Z. Revell, Esq.
ZALKIN REVELL, PLLC
Waterside Business Center
2441 US Highway 98W, Ste. 109
Santa Rosa Beach, FL 32459
Tel: 850-267-2111
Fax: 866-560-7111
Email: tasha@zalkinrevell.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $10 million to $50 million
The petition was signed by D. C. Mickle-Bee, chief executive
officer.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at: http://bankrupt.com/misc/flnb18-30298.pdf
PEACOCK DEVELOPMENT: Taps POHL PA as Legal Counsel
--------------------------------------------------
Peacock Development Co, LLC, seeks approval from the U.S.
Bankruptcy Court for the District of South Carolina to hire POHL,
PA, 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
assets; prepare a plan of reorganization; and provide other legal
services related to its Chapter 11 case.
Robert Pohl, Esq., the attorney who will be handling the case, will
charge an hourly fee of $345. Associates and paralegals will
charge $245 per hour and $75 per hour, respectively.
Prior to the Petition Date, POHL received a retainer in the sum of
$10,000, including the filing fee of $1,717.
Mr. Pohl disclosed in a court filing that he and his firm are
"disinterested persons" as defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Robert A. Pohl, Esq.
POHL, PA
P.O. Box 27290
Greenville, SC 29616
Phone: (864) 233-6294
Fax: (864) 558-5291
E-mail: robert@pohlpa.com
About Peacock Development
Peacock Development Co, LLC, is a privately-held company in
Bluffton, South Carolina, that is engaged in activities related to
real estate. The company is a small business Debtor as defined in
11 U.S.C. Section 101(51D).
Peacock Development Co sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. S.C. Case No. 18-00824) on Feb. 20,
2018.
In the petition signed by Dave Peacock, manager, the Debtor
estimated assets of less than $50,000 and liabilities of $1 million
to $10 million.
Judge John E. Waites presides over the case.
PEREZ BROTHERS: Taps Jennifer Min Liu as Accountant
---------------------------------------------------
Perez Brothers Transport, LLC seeks approval from the U.S.
Bankruptcy Court for the Central District of California to hire an
accountant.
The Debtor proposes to employ Jennifer Min Liu, a certified public
accountant, to assist in the preparation of financial reporting in
connection with its Chapter 11 case, and pay her an hourly fee of
$110.
Ms. Liu disclosed in a court filing that she is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code.
Ms. Liu maintains an office at:
Jennifer Min Liu
9454 Wilshire Blvd., Suite 628
Beverly Hills, CA 90212
Phone: 310-801-2479
Fax: 310-861-0928
E-mail: jmliucpa@gmail.com
About Perez Brothers Transport
Perez Brothers Transport, LLC, is a privately held trucking company
in Montebello, California. Its principal place of business is
located at 8981 Kendall Avenue, South Gate, CA 90280.
Perez Brothers Transport filed a Chapter 11 petition (Bankr. C.D.
Cal. Case No. 18-10589) on Jan. 18, 2018. In the petition signed
by Fernando Perez, managing member, the Debtor estimated $100,000
to $500,000 in assets and $1 million to $10 million in liabilities.
The case is assigned to Judge Vincent P. Zurzolo. Michael Jay
Berger, Esq., at Law Offices of Michael Jay Berger, is the Debtor's
counsel.
PIEDMONT SALES: Taps Harvey Holdings' COO as Manager
----------------------------------------------------
Piedmont Sales Service & Transport, LLC, seeks approval from the
U.S. Bankruptcy Court for the Western District of North Carolina to
hire Tom Torcomian, Harvey Holdings Inc.'s consultant and chief
operating officer, to manage its business.
Mr. Torcomian has been selected by the Debtor since Holland
Transfer Company, a part of Harvey Holdings, is in the business of
providing management and logistical operations in the trucking
field.
The Debtor intends to pay its manager as an administrative expense
on an interim basis, with the remaining unpaid fees, if any, to be
paid at the commencement of a plan of reorganization or the
conversion of its Chapter 11 case.
A copy of the management agreement is available for free at
http://bankrupt.com/misc/ncwb18-50160-12_EXH.pdf
The firm can be reached through:
Tom Torcomian
Harvey Holdings Inc.
2227 Salisbury Hwy (8,878.65 mi)
Statesville, NC 28677
Phone: +1 704-380-3710 / 704-873-6741
About Piedmont Sales Service & Transport
Piedmont Sales Service & Transport, LLC sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.C. Case No.
18-50160) on March 8, 2018.
In the petition signed by Brian Souther, managing member, the
Debtor estimated assets and liabilities of less than $1 million.
Judge Laura T. Beyer presides over the case.
McElwee Firm, PLLC, is the Debtor's bankruptcy counsel.
PIERSON LAKES HOMEOWNERS: Case Summary & 13 Unsecured Creditors
---------------------------------------------------------------
Debtor: Pierson Lakes Homeowners Association, Inc.
2 Sterlington Road
Sterlington, NY 10974
Type of Business: Pierson Lakes Homeowners Association, Inc.
is a tax-exempt homeowners association
based in Sterlington, New York.
Chapter 11 Petition Date: March 27, 2018
Case No.: 18-22463
Court: United States Bankruptcy Court
Southern District of New York (White Plains)
Judge: Hon. Robert D. Drain
Debtor's Counsel: Gary M. Kushner, Esq.
GOETZ FITZPATRICK LLP
One Penn Plaza, 44th Floor
New York, NY 10119
Tel: (212) 695-8100
Fax: (212) 629-4013
E-mail: gkushner@goetzfitz.com
- and -
Scott D. Simon, Esq.
GOETZ FITZPATRICK LLP
1 Penn Plaza, 44th Floor
New York, NY 10119
Tel: (212) 695-8100
Fax: (212)629-4013
E-mail: ssimon@goetzfitz.com
Total Assets: $1.55 million
Total Liabilities: $3.49 million
The petition was signed by Sean Rice, president.
A full-text copy of the petition, along with a list of 13 unsecured
creditors is available for free at:
http://bankrupt.com/misc/nysb18-22463.pdf
PINNACLE COS: Traylor Buying Sulphur Spring Property for $2.6M
--------------------------------------------------------------
Pinnacle Companies, Inc., asks the U.S. Bankruptcy Court for the
Eastern District of Texas to authorize the sale of the real
property located at 906 Hillcrest Drive, Sulphur Springs, Texas to
Traylor Investments and/or its assigns for $2.6 million.
Objections, if any, must be filed within 21 days from the date the
Motion was served.
The Debtor owns the Real Property which includes a commercial
building, office space, warehouse and other improvements on
approximately 48.775 acres of land.
The following parties assert security interests and/or liens upon
the Real Property: (i) State of Texas (Franchise Tax), and (ii)
Pilgrim Bank ("Secured Creditors"). In addition, the Debtor is
also aware of an abstract of lien filed in Hopkins County by
McCourt and Sons Equipment, Inc. and Quality Trailer Products, LP
doing business as Rockwell American.
The Debtor has received an offer from the Buyer to purchase the
Real Property for $2.6 million. The offer will pay-off all of the
debt to the Secured Creditors and the Costs of Sale.
The Debtor asks authority to sell the Real Property on these
terms:
a. Property to be sold: Real Property
b. Purchaser: Traylor Investments and/or his assigns
c. Price: $2.6 million
d. Terms: Cash to the Seller
e. Release of Liens: The sale is free and clear of all liens
and encumbrances.
A copy of the Sale Contract attached to the Motion is available for
free at:
http://bankrupt.com/misc/Pinnacle_Cos_87_Sales.pdf
From the gross proceeds, and prior to making payment to the
respective Secured Creditors, the Debtor will pay: (i) applicable
real estate agent commissions; (ii) closing costs; (iii) the ad
valorem property taxes associated with the Real Property; (iv) U.S.
Trustee Quarterly Fees and bank fees associated with the sale; and
(v) the attorney's fees incurred by the Debtor's counsel associated
with the sale and conveyance of title to the Buyer.
The Real Property taxes will be prorated as of the Closing Date.
The liens that secure amounts owed for year 2018 ad valorem
property taxes, including any penalties and interest that may
accrue, will remain attached to the Real Property.
Any party interested in purchasing the Real Property should contact
the attorney for the Debtor, object to the Motion and appear at any
hearing on the Motion and offer an amount in excess of the proposed
purchase price.
Finally, due to exigent circumstances relating to the need to close
this sale so as to stop the accrual of property taxes, the Debtor
asks that any order approving the Motion exclude the 14-day stay
provided in Rule 6004(h) of the Federal Rules of Bankruptcy
Procedure.
The Purchaser:
TRAYLOR INVESTMENTS
650 McMakin Road
Bartonville, TX 76266
Telephone: (972) 824-8605
E-mail: jeff@itmightwork.com
About Pinnacle Companies
Pinnacle Companies, Inc., owns real property located at 906
Hillcrest Drive, Sulphur Springs, Texas 75482, in Hopkins County,
Parcel #R000024791, which includes a commercial building, office
space, warehouse and other improvements on approximately 48.775
acres of land.
Pinnacle Companies sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Tex. Case No. 16-41889) on Oct. 18,
2016. In the petition signed by Miles J. Arnold, director, the
Debtor estimated assets of less than $50,000 and liabilities of $10
million to $50 million. The case is assigned to Judge Brenda T.
Rhoades. Quilling, Selander, Lownds, Winslett & Moser, P.C.,
serves as the Debtor's legal counsel.
PINNACLE COS: Vititow Buying Sulphur Springs Property for $1.3M
---------------------------------------------------------------
Pinnacle Companies, Inc., asks the U.S. Bankruptcy Court for the
Eastern District of Texas to authorize the short sale of the real
property located at 903 Interstate 30 E, Sulphur Springs, Texas,
Hopkins County Parcel # R000016844/R000027509, which includes a
commercial building, office space, warehouse and other improvements
on approximately 82.173 acres of land, and business personal
property located on the premises of the Real Property, to Michael
Vititow and/or his assigns for $1,325,000.
Objections, if any, must be filed within 21 days from the date the
Motion was served.
The following parties assert security interests and/or liens upon
the Real Property: Hopkins County Tax Office, Sulphur Springs ISD,
State of Texas (Franchise Tax), Alliance Bank, Veritex Community
Bank, formerly known as Sovereign Bank ("Secured Creditors"). The
Debtor is also aware of an abstract of lien filed in Hopkins County
by McCourt and Sons Equipment, Inc. and Quality Trailer Products,
LP, doing business as Rockwell American. There is no equity in the
Property above the amount of the Secured Creditors' liens.
The Debtor has received an offer from the Buyer to purchase the
Property for $1,325,000. The offer will result in a "short sale"
since there will be insufficient sale proceeds to pay-off all of
the Secured Creditors following the payment of property taxes and
other normal closing costs.
From the gross proceeds, and prior to making payment to the
respective Secured Creditors, the Debtor will pay: i) applicable
real estate agent commissions; ii) closing costs; iii) the ad
valorem property taxes associated with the Real Property; iv) U.S.
Trustee Quarterly Fees and bank fees associated with the sale; and
v) the attorney's fees incurred by the Debtor's counsel associated
with the sale and conveyance of title to the Buyer.
Under the terms sale set forth in the contract, the realtor, Marcus
& Millichap Real Estate Investment Services, Inc. has agreed to
reduce its compensation from a previously approved commission of
5.25% to 4.0% of the full sale price. The Debtor has prepared a
Reserve Value Calculation of the estimated Costs of Sale and payoff
to Alliance Bank and Veritex Community Bank.
The salient terms of the sale of the Property are:
a. Property to be sold: Property
b. Purchasers: Michael Vititow and/or his assigns
c. Price: $1,325,000
d. Terms: Cash to the Seller
e. Release of Liens: The sale is free and clear of all liens
and encumbrances.
A copy of the Contract attached to the Motion is available for free
at:
http://bankrupt.com/misc/Pinnacle_Companies_88_Sales.pdf
The real property taxes will be prorated as of the Closing Date.
The liens that secure amounts owed for year 2018 ad valorem
property taxes, including any penalties and interest that may
accrue, will remain attached to the Real Property.
Any party interested in purchasing the Property should contact the
attorney for the Debtor, object to the Motion and appear at any
hearing on the Motion and offer an amount in excess of the proposed
purchase price.
The Purchaser:
Michael Vititow
P.O. Box 204
Brashear, TX 75420
Telephone: (903) 348-7717
Finally, due to exigent circumstances relating to the need to close
the sale so as to stop the accrual of property taxes, the Debtor
asks that any order approving the Motion excludes the 14-day stay
provided in Rule 6004(h) of the Federal Rules of Bankruptcy
Procedure.
About Pinnacle Companies
Pinnacle Companies, Inc., owns real property located at 906
Hillcrest Drive, Sulphur Springs, Texas 75482, in Hopkins County,
Parcel #R000024791, which includes a commercial building, office
space, warehouse and other improvements on approximately 48.775
acres of land.
Pinnacle Companies sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Tex. Case No. 16-41889) on Oct. 18,
2016. In the petition signed by Miles J. Arnold, director, the
Debtor estimated assets of less than $50,000 and liabilities of $10
million to $50 million. The case is assigned to Judge Brenda T.
Rhoades. Quilling, Selander, Lownds, Winslett & Moser, P.C.,
serves as the Debtor's legal counsel.
PROVIDENCE WIRELESS: Taps Parker Poe as Special Counsel
-------------------------------------------------------
Providence Wireless, LLC seeks approval from the U.S. Bankruptcy
Court for the Southern District of Florida to hire Parker Poe Adams
& Bernstein LLP as special counsel.
The firm will represent the Debtor in a lawsuit (McGrath Rentcorp
d/b/a TRS-Rentelco v. Providence Wireless, LLC, Case No.
17-CVS-4340) pending in the U.S. Bankruptcy Court for the Eastern
District of North Carolina.
The firm's hourly rates for its attorneys range from $300 to $495.
Paralegals charge $235 per hour.
Brian Darer, Esq., and Melanie Black Dubis, Esq., the attorneys who
will be representing the Debtor, will charge $455 per hour and $495
per hour, respectively.
Mr. Darer, a partner at Parker Poe, disclosed in a court filing
that his firm is "disinterested" as defined in section 101(14) of
the Bankruptcy Code.
The firm can be reached through:
Brian D. Darer, Esq.
Parker Poe Adams & Bernstein LLP
PNC Plaza
301 Fayetteville Street, Suite 1400
Raleigh, NC 27601
Tel: 919.828.0564 / 919.890.4170
Fax: 919.834.4564
About Providence Wireless
Providence Wireless, LLC, is a radiotelephone communication company
located in Alpharetta, Georgia.
Providence Wireless sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-11940) on Feb. 21,
2018. At the time of the filing, the Debtor estimated assets and
liabilities of $1,000,001 to $10 million.
Judge Robert A. Mark presides over the case.
The Debtor hired Shraiberg, Landau & Page, P.A. as its bankruptcy
counsel, and Rice Pugatch Robinson Storfer & Cohen PLLC as special
counsel.
QUINCY ST III: Hires Leo Fox as Counsel
---------------------------------------
Quincy St III Corp. seeks authority from the U.S. Bankruptcy Court
for the Southern District of New York to employ Leo Fox, Esq., as
counsel to the Debtor.
Quincy St III requires Leo Fox to:
(a) give advice to the Debtor with respect to the powers and
duties as Debtors-In-Possession;
(b) prepare, on behalf of the Debtor, necessary applications,
answers, orders, and other legal papers;
(c) appear before the Bankruptcy Judge and to protect the
interests of the Debtor before the Bankruptcy Judge and to
represent the Debtor in all matters pending before the
Bankruptcy Judge;
(d) meet with and negotiate with creditors, the Creditors
Committee, if one is appointed and other parties for a
plan of reorganization, preparing the Plan and Disclosure
Statement and attendant documents; and
(e) perform all other legal services for the Debtor which may
be necessary herein, or are required by the Bankruptcy
Code.
Leo Fox will be paid at these hourly rates:
Partners $450
Associates $270
Paralegals $75
Leo Fox will be paid a retainer in the amount of $20,000.
Leo Fox will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Leo Fox, 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.
Leo Fox can be reached at:
Leo Fox, Esq.
630 Third Avenue
New York, NY 10017
Tel: (212) 867-9595
About Quincy St III Corp
Quincy St III Corp., filed a Chapter 11 bankruptcy petition (Bankr.
S.D.N.Y. Case No. 18-22294) on Feb. 22, 2018, estimating under $1
million in both assets and liabilities.
RICARDO C. GONZALEZ: Taps Peter Spindel as Legal Counsel
--------------------------------------------------------
Ricardo C. Gonzalez, D.M.D., P.A., seeks approval from the U.S.
Bankruptcy Court for the Southern District of Florida to hire Peter
Spindel, Esq., PA, 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.
Peter Spindel, Esq., at Spindel, disclosed in a court filing that
he and his firm do not represent any interest adverse to the Debtor
and its estate.
The firm can be reached through:
Peter Spindel, Esq.
Peter Spindel, Esq., PA
P.O. Box 166245
Miami, FL 33116-6245
Phone: (305) 279-2126
Email: peterspindel@gmail.com
About Ricardo C. Gonzalez
Ricardo C. Gonzalez, D.M.D., P.A., sought protection under Chapter
11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-12132) on
Feb. 25, 2018. At the time of the filing, the Debtor estimated
assets and liabilities of less than $1 million. Judge A. Jay
Cristol presides over the case.
RICHARD D. VAN: Hires Rayburn Cooper as Special Counsel
-------------------------------------------------------
Richard D. Van Lunen Charitable Foundation seeks authority from the
U.S. Bankruptcy Court for the District of Colorado to employ
Rayburn Cooper & Durham, P.A., as special counsel to the Debtor.
Richard D. Van requires Rayburn Cooper to represent the Debtor in
connection with providing counsel and representation regarding a
case pending before the Lee County, Florida District Court
identified as BMO Harris Bank, N.A. v. V&H LLC and Richard D. Van
Lunen Charitable Foundation, Case No. 12-CA-057083.
Rayburn Cooper will be paid at these hourly rates:
Attorneys $695
Paralegals $160
Rayburn Cooper was owed for prepetition legal services provided to
the Debtor in the amount of $10,844.
Rayburn Cooper will also be reimbursed for reasonable out-of-pocket
expenses incurred.
C. Richard Rayburn, Jr., a partner at Rayburn Cooper, 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.
Rayburn Cooper can be reached at:
C. Richard Rayburn, Jr., Esq.
RAYBURN COOPER & DURHAM, P.A.
227 W. Trade Street, Suite 1200
Charlotte, NC 28202
Tel: (704) 334-0891
About Richard D. Van Lunen
Charitable Foundation
Based in Palos Park, Illinois, Richard D. Van Lunen Charitable
Foundation is a foundation that funds primarily for Christian
churches and education.
The Foundation sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Colo. Case No. 17-14499) on May 16, 2017. In the
petition signed by James Achterhof, managing trustee and director,
the Debtor estimated its assets and debt at $1 million to $10
million.
Jeffrey Weinman, Esq., at Weinman & Associates, P.C., is the
Debtor's its lead counsel, and Patrick D. Vellone, Esq. at Allen
Vellone Wolf Helfrich & Factor P.C. as co-counsel. Rayburn Cooper &
Durham, P.A., as special counsel. The Debtor employs UHY Advisors
Mid-Atlantic MD, Inc. as accountant.
No official committee of unsecured creditors has been appointed in
the Debtor's case.
RIENZI & SONS: Alma Bank's Bid to Reopen Bankruptcy Case Nixed
--------------------------------------------------------------
Alma Bank, a creditor of Rienzi & Sons, Inc., brings an appeal from
a final order of the United States Bankruptcy Court for the Eastern
District of New York. District Judge Allyne R. Ross holds that the
bankruptcy court did not abuse its discretion in denying Alma
Bank's motion to reopen the bankruptcy case. Judge Ross therefore
affirms.
In May 2017, Alma Bank moved to reopen the bankruptcy case,
demanding $185,911.88 in fees from the debtor. According to the
bank, the debtor was in default of its obligations under the loan
documents and the Plan, because the enforcement expenses were "due
and payable immediately" and because the debtor had refused to
provide the required financial information." The bank, therefore,
invoked its rights under the Plan, in the event of a default, to
"commence and prosecute in the Bankruptcy Court foreclosure
proceedings and exercise Alma Bank's rights under the Loan
Documents." The debtor opposed the motion to reopen. It argued that
it would be futile to reopen the case, as it was not in default of
the Plan--the attorneys' fees were not yet due and the financial
information had already been provided. It also argued that the
equitable factors commonly considered by courts did not weigh in
favor of reopening the case.
The bankruptcy court denied the motion to reopen the case at a
hearing in July 2017. Specifically, it held that there was no cause
to reopen, because it found that the debtor had not defaulted on
its obligations under the stipulation modifying the plan entered
into by the Debtor and Alma Bank.
The bankruptcy court found that the debtor had satisfied its
obligation to turn over any financial information it had supplied
to potential lenders. The debtor had given Alma Bank their audited
financial statement, but the bank believed that they must have
provided other documents to potential lenders. The bank
acknowledged, however, that this was simply "supposition," based on
the fact that banks frequently ask for other information from
potential borrowers. The debtor clarified that the potential lender
had only required it to provide the audited financial statement
because the potential lender already had an existing relationship
with the debtor. The bankruptcy court, therefore, found that there
had been no default on this point, as the testimony indicated that
the debtor had fulfilled its obligation under the stipulation to
provide Alma Bank with any financial information it had supplied to
potential lenders.
According to Judge Ross, the bankruptcy court did not abuse its
discretion when it denied Alma Bank's motion to reopen the case.
Its decision--that reopening the case would be futile because there
had been no breach of the stipulation--did not rest on a clearly
erroneous factual finding or on an error of law. On the contrary,
it was well within the range of permissible decisions.
The bankruptcy court based its decision not to reopen the case on
its finding that the debtor had not defaulted on the stipulation.
It is undisputed that the debtor did not pay Alma Bank $185,911.88
on March 1--the parties' disagreement turns solely on whether such
a payment was required by the stipulation. The bankruptcy court's
decision cannot be upheld if it was based on a legal error. Judge
Ross holds that it was not an error for the bankruptcy court to
conclude that there had been no breach of the stipulation.
Judge Ross holds that reopening the case would have been futile, as
the bank could never have received the relief it desired. The bank
had the burden to show that there was cause to reopen the case and
it could not do so. The bankruptcy court's decision is therefore
affirmed.
A full-text copy of Judge Ross' Order dated March 2, 2018 is
available at https://is.gd/hcy02C from Leagle.com.
Rienzi & Sons, Inc., Debtor, Plaintiff, represented by Jeffrey A.
Wurst -- jwurst@rmfpc.com -- Ruskin, Moscou, Faltischek, P.C.
Alma Bank, Appellant, represented by Wayne M. Greenwald.
About Rienzi & Sons, Inc.
Rienzi & Sons filed a Chapter 11 bankruptcy petition (Bankr.
E.D.N.Y. Case No. 15-40926) on March 3, 2015. The petition was
signed by Michael Rienzi as president. The Debtor disclosed assets
of $13,349,383 and total liabilities of $24,965,511.
Vincent J Roldan, Esq., and Michael J. Sheppeard, Esq., at Ballon
Stoll Bader & Nadler P.C., serve as counsel to the Debtor. Judge
Nancy Hershey Lord presides over the Chapter 11 case.
Wayne Greenwald, P.C., represents Alma Bank.
The U.S. Trustee for for Region 2 appointed five creditors to serve
in the Official Committee of Unsecured Creditors. Klestadt Winters
Jureller Southard & Stevens LLP represents the Committee.
RONIC INC: Marino Realty Buying All Assets for $2.2 Million
-----------------------------------------------------------
Ronic, Inc., doing business as Venice Bakery, and Aiello Realty
Holding, LLC, ask the U.S. Bankruptcy Court for the District of New
Jersey to authorize the sale of substantially all assets to Marino
Realty VI, LLC for $2.2 million, subject to overbid.
Aiello Realty is the owner of real property located at 167, 173,
and 175 Ray Street, Garfield, New Jersey ("Property"). Ronic owns
and operates a wholesale and retail bakery at the Property.
The Debtors' primary creditors are The Bank of Princeton ("TBOP"),
Regional Business Assistance Corporation/United States Small
Business Administration ("RBAC" or the "SBA"), and the City of
Garfield, New Jersey.
On May 13, 2011, the Debtors executed and delivered to TBOP a
Promissory Note in the principal amount of $3,962,145. To secure
the obligations under the Note, the Debtors executed and delivered
to TBOP a Commercial Mortgage and Security Agreement dated May 13,
2011 on the Property. To further secure the obligations under the
Note, the Debtors executed and delivered to TBOP a Security
Agreement dated May 13, 2011 wherein the Debtors granted TBOP a
first lien on their personal property, including, furniture,
certain equipment, inventory, accounts receivable, and accounts
("TBOP Collateral"). The Security Agreement was perfected by the
filing of a UCC-1 Financing Statement filed on June 6, 2011 and
Continuation Statement.
TBOP has filed a proof of claim on Nov. 1, 2017 asserting a secured
claim as of the Petition Date in the amount of $4,592,076, the
validity of which claim the Debtors have acknowledged in prior cash
collateral orders. TBOP Claim is secured by a first lien on the
TBOP Collateral. TBOP is significantly undersecured in connection
with the TBOP Collateral, and as a result, a sale of the TBOP
Collateral would not result in payment to any junior lienholders or
creditors unless pursuant to an agreement with TBOP.
In April, 2014, the Debtors obtained an SBA loan from the Trenton
Business Administration Corporation in the approximate amount of
$3.19 million ("SBA Loan"). The loan documents in connection with
the SBA Loan have been assigned to the U.S. Small Business
Administration. The SBA has filed a proof of claim on Nov. 1, 2017
asserting a secured claim as of the Petition Date in the amount of
$3,053,559 in connection with the SBA Loan. The SBA Claim is
secured by a second lien on substantially all of the Debtors'
assets, including the TBOP Collateral, and a first lien on certain
equipment as evidenced by the UCC Financing Statement. The Debtors
are not selling the SBA First Lien Collateral in connection with
the Motion.
As of March 13, 2018, Garfield was owed $183,355 in property taxes
and municipal charges. The claims filed as against Ronic, other
than TBOP and the SBA, total $219,006 in unsecured priority claims
and $379,471 in non-priority general unsecured claims. Ronic's
schedules reflect a total of $123,835 in priority unsecured claims
and $539,037 in non-priority general unsecured claims.
Aiello Realty's schedules reflect (a) the TBOP Claim (b) the SBA
Claim, and (c) a total of $66,543 in priority unsecured claims
consisting solely of amounts which may be due to Garfield for
property taxes. Aiello Realty's schedules do not reflect any other
general unsecured claims. Only TBOP has a filed a claim in the
Aiello Realty case.
Aiello Realty's only asset is the Property. In September, 2017
Ferraro Foods, Inc. obtained an appraisal of the Property in
connection with its interest to purchase the Property. The
appraisal set forth an appraised value for the Property in the
amount of $1,850,000.
Ronic's primary assets are comprised of, deposit accounts, accounts
receivable, machinery, equipment and inventory, vehicles, good will
and general intangibles, and a $100,000 deposit in connection with
the completion of the retail expansion of the Property. Ronic
retained Caspert Auctioneers and Appraisers in the Chapter 11 Case
to appraise its machinery and equipment. Caspert provided Ronic
with an appraisal in September 2017 and subsequently provided an
estimated cost of removal of such equipment in November 2017.
Caspert appraised Ronic's machinery and equipment for $388,160
based upon an orderly liquidation value. After taking into
consideration the costs of removal, the machinery and equipment has
a value of approximately $298,510. This appraisal also includes
the SBA First Lien Collateral, which is not included in the sale.
The Debtors believe that, if the equipment was not sold with the
building, the equipment may have significantly less value than the
Caspert appraisal.
On Sept. 28, 2017, Ronic filed an adversary proceeding against NY
Builders Group, LLC seeking to recover $100,000 in deposit funds
provided to NY Builders Group, LLC prior to the Petition Date. The
Debtors are not selling the Deposit and NY Builder Claims in
connection with the Motion.
As of March 11, 2018, Ronic's accounts receivable totaled $391,920.
Of this amount, $116,776 is over 90 days and Ronic anticipates
significantly difficult in recovering such receivables. The
accounts receivable are part of the TBOP Collateral. Should Ronic
cease operating it would be most difficult to collect any of the
accounts receivable.
The Debtors filed these cases to facilitate cost reductions,
curtail and/or eliminate products that are unprofitable, and to
preserve the value of their businesses as a going concern with an
eye towards a potential orderly going-concern sale of their
businesses. The continued viability of their businesses is in the
best interest if its constituents, including employees, customers,
and creditors.
The Debtors, in the exercise of their business judgment, have
determined to sell substantially all of their assets to the highest
or otherwise best qualified offer submitted. Upon information and
belief Marino Realty VI, LLC is related to Ferraro. Ferraro is
both a vendor and customer of Ronic. Ferraro is thus familiar with
Ronic's business and expressed an interest in purchasing the
Debtors' assets.
Nearly simultaneously with the filing of the Chapter 11 Case, the
Debtors began negotiations with Ferraro to purchase their assets.
Additionally, they remained in discussions with TBOP during the
pendency of the Chapter 11 Case to ascertain an agreeable amount
that TBOP would accept to release its liens against the Debtors'
assets.
On March 9, 2018, the counsel for the Debtors, TBOP, and Ferraro
appeared for the rescheduled final hearing on the Debtors'
continued use of cash collateral. At the Cash Collateral Hearing,
the parties reached an agreement in principle as to an acceptable
sale price of $2.2 million for the sale of certain of the Debtors'
assets to Ferraro (or an entity to be formed by Ferraro) so long as
the closing occurs within 30 days. On March 9, 2018, the Court
entered an Order authorizing the Debtors' continued interim use of
cash collateral through and including April 17, 2018 and
rescheduling the final hearing on the Debtors' use of cash
collateral for the same date.
TBOP requires that the Debtors consummate a sale to Ferraro (or
other purchaser) by April 9, 2018, such that TBOP will receive its
portion of the sale proceeds by that date.
The Purchaser has provided the Debtors with the Draft Asset
Purchase Agreemen which remains subject to (1) further revisions by
the Purchaser, (2) review by the Debtors, (3) review by the Office
of the United States Trustee, and (4) review by TBOP, subsequent to
which the Debtors will seek approval for based upon the Motion.
The Debtors and the Purchaser understand that the offer from the
Purchaser is subject to higher or otherwise better qualified offers
and Bankruptcy Court approval. The Purchased Assets are unique,
in that they are only fit for use as a commercial bakery or similar
establishment, and thus there is a very small universe of potential
buyers of the Purchased Assets.
The salient terms of the sale and Draft Asset Purchase Agreement
are:
a. Purchase Price: $2.2 million which will be allocated as
follows: (i) $1.9 million for the sale of the Property; and (ii)
$300,000 for the sale of all of Ronic's assets which includes, the
TBOP Collateral.
b. The Sale Proceeds will be disbursed as follows: (i)
Garfield will receive all amounts due for real estate taxes and
municipal charges related to the Property through the closing date
at a closing of a sale of the Property; (ii) simultaneously with
the payment of the Tax Payment, TBOP will be paid $1,900,000 at the
closing of a sale of the Purchased Assets in immediately available
funds
via wire transfer; and (iii) the Carve Out Creditors3 will receive
the balance of Sale Proceeds after payment of the Tax Payment and
the TBOP Payment.
c. Following payment of the TBOP Payment and the payment for
the Administrative Claim Carveout, TBOP will not be entitled to any
further payments from the Debtors, the Debtors' estates, property
of the Debtors, any recoveries by the Debtors from the NY Builder
Claims or the Deposit, or any funds currently held by or on behalf
of the Debtors.
d. Upon closing of a sale of the Purchased Assets, and subject
to Orders of the Bankruptcy Court allowing fees and disbursements,
as applicable, the Carved Out Creditors will be paid the
Administrative Claim Carve-out from funds carved out from TBOP's
secured interest in the Sale Proceeds from the sale of the
Purchased Assets which would otherwise be paid to TBOP on account
of its security interest in the Purchased Assets.
e. The Purchased Assets will be sold to the Purchaser or the
highest or otherwise best offer, free and clear of all existing
liens, claims, and encumbrances.
f. The Purchased Assets are being sold "as is, where is" with
no representations of any kind.
g. The parties' target that the closing and consummation of
the sale of the Purchased Assets will occur before April 9, 2018.
h. The Purchaser or any successful purchaser may assume, agree
to pay, discharge or satisfy any debt, liability, or obligation of
the Debtors, provided that the purchaser, independent of the
Debtors, reaches an agreement with the affected creditor.
i. The sale does not contain any contingencies except as set
forth in the Draft Asset Purchase Agreement.
A copy of the Draft Agreement attached to the Motion is available
for free at:
http://bankrupt.com/misc/Ronic_Inc_152_Sales.pdf
The Debtors propose to release funds to TBOP and Garfield in
accordance with the Sale Order. They further propose to release
funds to administrative creditors in accordance with the Sale Order
subject to approval of fees or claims by the Court.
The Debtors, in the exercise of their sound business judgment, have
determined to sell substantially all of their assets. They lack
the resources to continue business operations. Thus, the sale is
being accomplished in an expeditious manner, consistent with the
TBOP's time constraints and their limited resources. A prompt sale
is the only way to preserve going concern value and recover as much
as possible for the estate.
The Debtors ask that the Court waives the 14-day stay set forth in
Bankruptcy Rule 6004(h).
About Ronic Inc.
Ronic Inc., d/b/a Venice Bakery -- http://www.venicebakery.net/--
owns a wholesale and retail bakery offering a wide array of fresh
baked breads, Italian pastries, cakes, cookies and coffee. Its
bread is baked and delivered fresh daily -- seven days a week to
New Jersey, New York and Pennsylvania areas.
Ronic Inc., based in Garfield, New Jersey, and affiliate Aiello
Realty Holding LLC each filed a Chapter 11 petition (Bankr. D.N.J.
Case Nos. 17-26758 and 17-26759) on Aug. 17, 2017.
In the petitions signed by Nicola Aiello, the Debtors' president,
Ronic Inc. estimated $500,000 to $1 million in assets and $1
million to $10 million in liabilities, and Aiello Realty estimated
both $1 million to $10 million in assets and liabilities.
The Hon. Stacey L. Meisel presides over the cases.
Daniel M. Eliades, Esq., at LeClairRyan, a Professional
Corporation, serves as the Debtors' bankruptcy counsel.
SAGE GROUP: Taps Troutman Law Firm as Legal Counsel
---------------------------------------------------
Sage Group, LLC, seeks approval from the U.S. Bankruptcy Court for
the District of Oregon to hire Troutman Law Firm, PC, as its legal
counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code and will provide other legal services related to
its Chapter 11 case.
Ted Troutman, Esq., the attorney who will be handling the case,
charges an hourly fee of $480. The firm's paralegals charge $200
per hour.
The Debtor has agreed to pay the firm a retainer in the sum of
$10,000.
Mr. Troutman disclosed in a court filing that his firm does not
hold any interest adverse to the Debtor's estate, creditors or
equity security holders.
Troutman Law Firm can be reached through:
Ted A. Troutman, Esq.
Troutman Law Firm PC
5075 SW Griffith Dr., Suite 220
Beaverton, OR 97005
Tel: (503) 292-6788
Fax: (503) 596-2371
E-mail: tedtroutman@gmail.com
E-mail: tedtroutman@sbcglobal.net
About Sage Group
Sage Group, LLC, a privately-held company based in Lake Oswego,
Oregon, sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. D. Oregon Case No. 18-30949) on March 20, 2018. In the
petition signed by John Patrick Lucas, manager, the Debtor
estimated assets and liabilities of $1 million to $10 million.
Judge David W. Hercher presides over the case.
SAPPHIRE AVIATION I: Fitch Assigns BBsf Rating on Series C Notes
----------------------------------------------------------------
Fitch Ratings assigns the following ratings and Outlooks to the
notes concurrently issued from Sapphire Aviation Finance I Limited
and Sapphire Aviation Finance I (US) LLC, together Sapphire
Aviation Finance I (Sapphire I):
-- $633,000,000 series A 'Asf'; Outlook Stable;
-- $97,000,000 series B 'BBBsf'; Outlook Stable;
-- $38,380,000 series C 'BBsf'; Outlook Stable.
The pool will be serviced by Avolon Holdings Limited (Avolon), via
its wholly owned indirect subsidiary Avolon Aerospace Leasing
Limited (AALL). This is the first Fitch-rated aircraft ABS serviced
by Avolon (BB/Stable). AALL is the servicer and sponsor for one
prior ABS, Emerald Aviation Finance Limited (EAFL), which was one
of the first post-recession aircraft ABS issued in 2013.
Avolon supplied a small portion of the equity while the majority
was provided by third-party equity, which hold positions on the
issuers' boards and will be involved in certain decisions regarding
the aircraft. Fitch views this negatively since Avolon has a
limited vested interest outside of servicing revenue. Additionally,
the equity board directors may make decisions that could prove
detrimental to noteholders.
However, Avolon is still retaining a small equity portion and has
demonstrated its ability to efficiently service pools for third
parties in the past, most recently for Avolon Capital Partners
(ACP), a joint venture formed by Avolon and Wells Fargo, and
Emerald Aviation Finance Limited (EAFL), Avolon's first ABS
transaction. Therefore, Fitch expects Avolon to adequately service
Sapphire I.
Avolon's fleet grew substantially subsequent to the acquisition of
CIT Group Inc.'s aircraft leasing business, including CIT Aerospace
International (CITAI) in April 2017. The owned-fleet age increased
along with this growth above Avolon's typical target of five years.
In Fitch's opinion, Sapphire I is another strategy Avolon is
utilizing to efficiently manage aging and is consistent with other
recent sales to third parties.
Fitch does not believe the pool represents any negative asset
selection, and views the pool as liquid Tier 1 and 2 assets. The
aircraft are consistent with recent Fitch-rated mid-life aircraft
ABS.
Aircraft will be transferred to either issuer during the purchase
period, ending 270 days from closing. However, 15% of the total
number of aircraft may be transferred from 270 days to 360 days
from closing. Board approval must be given for aircraft to transfer
after the novation period. Fitch views this negatively since the
period is longer than most prior aircraft ABS. Initial cash flows
may be lower in the first year if certain aircraft are not novated
in a timely fashion. However, if any aircraft or replacements are
not transferred, the applicable debt amount will be prepaid to
noteholders from the acquisition account, offsetting this risk.
On Feb. 22, 2018, Avolon announced a $250 million dividend to Bohai
Capital Holdings Co., Ltd (Bohai), its sole indirect shareholder
and amended its guarantee structure to eliminate potential
subordination among its debut-issuing entities. A new covenant was
also announced limiting future dividends and shareholder payments
within certain thresholds to mitigate risks associated with Bohai
or HNA Group Co., Ltd (HNA), Bohai's majority owner, specifically
their ability to extract Avolon's capital for their own liquidity
needs.
Avolon's assets are formally segregated from Bohai and HNA, both
viewed by Fitch as highly speculative credits. Despite risks with
its parent, Fitch views Avolon's near-term liquidity as solid and
does not believe that the ongoing Bohai/HNA concerns will affect
Sapphire I.
KEY RATING DRIVERS
Strong Asset Quality: The pool is largely comprised of mid-life
A320 and B737 family current generation aircraft with a WA age of
12 years. However, a significant portion of the pool is less liquid
A330 and B767 widebody aircraft, which have been prone to longer
downtime and market value volatility. Although 48% of the aircraft
are due to come off-lease from 2018-2020, several already have
agreements in place for new leases or extensions.
Weak Lessee Credits: There are 30 airlines in the pool, the
majority of which are unrated or speculative grade credits, typical
of aircraft ABS. Fitch assumed unrated lessees would perform
consistent with either a 'B' or 'CCC' Issuer Default Rating (IDR)
to accurately reflect default risk in the pool. Rating assumptions
were stressed further in during recessions in cash flow modeling to
reflect higher default risk in weaker macroeconomic periods.
Technological Risk Increasing: The A320ceo and B737 NG aircraft
both face replacement over the next decade, from new A320neo and
B737 MAX aircraft, which began deliveries in the last two years.
Airbus plans to introduce the A330neo in the latter half of 2018 to
replace the current generation A330s. Additionally, competition
from other variants is expected to pressure values and lease rates
in the next decade for current generation aircraft. Larger operator
bases, particularly for the A320ceo and B737 NG aircraft, and long
replacement lead time should mitigate technological obsolescence
risk associated with the pool's aircraft well into the next
decade.
Consistent Structural Support: The amortization schedules, triggers
and cash sweeps are all consistent with recent mid-life aircraft
ABS and should support efficient principal repayment to
noteholders. The series A and B notes are on a 12-year amortization
schedule for the first four years and an 11-year amortization
schedule thereafter. The series C notes are on a seven-year
amortization schedule throughout. All classes of notes pay in full
prior to legal final maturity when applying Fitch's stressed cash
flows commensurate with the ratings.
Strong Servicing Capability: The pool is dependent on the ability
of Avolon to collect rent payments, remarket and repossess aircraft
in an event of lessee default, and procure maintenance to retain
asset value and ensure stable performance. Fitch believes Avolon to
be a capable servicer, as evidenced by the experience of their team
as well servicing of their managed fleet and prior
securitizations.
High Cyclicality: The airline industry has historically been
subject to significant cyclicality stemming from macroeconomic and
geopolitical events. Downturns are typically marked by reduced
aircraft utilization, value declines and deteriorating airline
credit quality. Fitch's analysis assumes multiple periods of
significant volatility in cash flow modeling to address risks
associated with the industry's high cyclicality.
RATING SENSITIVITIES
Due to the correlation between global economic conditions and the
airline industry, the ratings may be impacted by global
macro-economic or geopolitical factors over the remaining term of
the transaction. Therefore, Fitch evaluated various sensitivity
scenarios that could affect future cash flows from the pool and
recommended ratings for the notes.
Increased competition, largely from newly established Asia-Pacific
(APAC) lessors has contributed to declining lease rates in the
aircraft leasing market. Additionally, certain variants have been
more prone to value declines and lease rates due to oversupply
issues. Fitch performed a sensitivity analysis assuming 15% and 25%
decreases to Fitch's lease rate factor (LRF) curve for narrow and
widebody aircraft, respectively, to observe the effect of declining
lease rates on the pool.
Lease rates in this scenario are well below market rates. The notes
show slight sensitivity to this scenario and would potentially
experience downgrades of one to three rating notches.
Additionally, the SriLankan A330 accounts for a significant portion
of the pool's contracted cash flow. SriLankan is in the process
restructuring due to heavy debt burdens and weak operating
performance. Additionally, the A330 is the youngest aircraft by a
significant margin and will be the only aircraft remaining in the
pool from 2031 to 2035 based on Fitch's useful life assumptions.
In consideration of these risks, Fitch assumed an immediate default
of SriLankan with extended repossession downtime, particularly
considering Sri Lanka is a non-Cape Town country. Finally, Fitch
considered a shorter 15-year useful life assumption with a 25%
residual assumption. The notes show limited sensitivity to this
scenario and are able to pay in full in scenarios commensurate with
the expected ratings.
Lastly, Fitch created a scenario to address risks associated with
incoming replacement technology from Airbus and Boeing. In this
scenario, Fitch utilized the lower of the mean and median (LMM) of
appraised market values to determine each aircraft's value. Fitch
additionally utilized a 25% residual assumption rather than the
base level of 50% to stress end-of-life proceeds for each asset in
the pool. Lease rates drop fairly significantly under this scenario
and aircraft are essentially sold for scrap at the end of their
useful lives.
This sensitivity scenario is the most stressful to the structure
and would result in multiple level downgrades to the notes.
However, Fitch considers this scenario unlikely due to the large
operator base of existing fleets and long lead-time for full
replacement, particularly for current generation A320s and B737s.
Fitch does not expect a significant effect from the neo or MAX
variants until well into the next decade.
SEADRILL LTD: Files Supplement to Amended Reorg Plan
----------------------------------------------------
BankruptcyData.com reported that Seadrill Limited filed with the
U.S. Bankruptcy Court a Supplement to its Amended Joint Chapter 11
Plan of Reorganization. The Supplement contains the following
Exhibits: Exhibit A: form of new organizational documents; Exhibit
B: form of amended credit agreements; Exhibit C: form of new
secured notes indenture; Exhibit D: form of intercreditor
agreement; Exhibit E: form of pari passu inter-creditor agreement;
Exhibit F: form of contribution agreement; Exhibit G: form of
amended SFL charters; Exhibit H: form of amended guarantee
facility; Exhibit I: form of registration rights agreement; Exhibit
J: schedule of assumed executory contracts and unexpired leases;
Exhibit K: schedule of rejected executory contracts and unexpired
leases; Exhibit L: schedule of retained causes of action; Exhibit
M: description of transaction steps; Exhibit N: implementation
memorandum; Exhibit O: AOD transaction support agreement and
Exhibit P: Seabras term sheet.
About Seadrill Ltd
Seadrill Limited is a deepwater drilling contractor providing
drilling services to the oil and gas industry. It is incorporated
in Bermuda and managed from London. Seadrill and its affiliates
own or lease 51 drilling rigs, which represents more than 6% of the
world fleet.
As of Sept. 12, 2017, Seadrill employed 3,760 highly-skilled
individuals across 22 countries and five continents to operate
their drilling rigs and perform various other corporate functions.
As of June 30, 2017, Seadrill had $20.71 billion in total assets,
$10.77 billion in total liabilities and $9.94 billion in total
equity.
Seadrill reported a net loss of US$155 million on US$3.17 billion
of total operating revenues for the year ended Dec. 31, 2016,
following a net loss of US$635 million on US$4.33 billion of total
operating revenues for the year ended in 2015.
After reaching terms of a reorganization plan that would
restructure $8 billion of funded debt, Seadrill Limited and 85
affiliated debtors each filed a voluntary petition for relief under
Chapter 11 of the United States Bankruptcy Code (Bankr. S.D. Tex.
Lead Case No. 17-60079) on Sept. 12, 2017.
Together with the chapter 11 proceedings, Seadrill, North Atlantic
Drilling Limited ("NADL") and Sevan Drilling Limited ("Sevan")
commenced liquidation proceedings in Bermuda to appoint joint
provisional liquidators and facilitate recognition and
implementation of the transactions contemplated by the RSA and
Investment Agreement, and Simon Edel, Alan Bloom and Roy Bailey of
Ernst & Young are to act as the joint and several provisional
liquidators.
In the Chapter 11 cases, the Company has engaged Kirkland & Ellis
LLP as legal counsel, Houlihan Lokey, Inc. as financial advisor,
and Alvarez & Marsal as restructuring advisor. Slaughter and May
has been engaged as corporate counsel, and Morgan Stanley served as
co-financial advisor during the negotiation of the restructuring
agreement. Advokatfirmaet Thommessen AS is serving as Norwegian
counsel. Conyers Dill & Pearman is serving as Bermuda counsel.
Prime Clerk serves as claims agent.
The United States Trustee for Region 7 formed an official committee
of unsecured creditors with seven members: (i) Computershare Trust
Company, N.A.; (ii) Daewoo Shipbuilding & Marine Engineering Co.,
Ltd.; (iii) Deutsche Bank Trust Company Americas; (iv) Louisiana
Machinery Co., LLC; (v) Nordic Trustee AS; (vi) Pentagon Freight
Services, Inc.; and (vii) Samsung Heavy Industries Co., Ltd.
Kramer Levin Naftalis & Frankel LLP is serving as lead counsel to
the Committee. Cole Schotz P.C. is local and conflicts counsel to
the Committee. Zuill & Co (in exclusive association with Harney
Westwood & Riegels) is serving as Bermuda counsel. London-based
Quinn Emanuel Urquhart & Sullivan, UK LLP, is serving as English
counsel. Parella Weinberg Partners LLP is the investment banker to
the Committee. FTI Consulting Inc. is the financial advisor.
SENIAH CORP: Tolling Agreement Did Not Apply to Lawyer, Court Rules
-------------------------------------------------------------------
The Court of Appeals of Ohio, Fifth District, affirms the judgment
of the trial court granting Defendant Patrick J. Keating's motion
for summary judgment in the appeals case captioned SENIAH
CORPORATION, Plaintiff-Appellant, v. BUcKINGHAM, DOOLITTLE &
BURROUGHS, LLP, ET AL., Defendants-Appellees, No. 2017CA00109 (Ohio
App.).
Defendant-Appellee Patrick J. Keating is an attorney with
Defendant-Appellee Buckingham, Doolittle & Burroughs.
Plaintiff-Appellant Seniah retained Keating and Buckingham to
represent it in two legal matters. In February 2010, Keating
represented Seniah in a foreclosure action. Keating also
represented Seniah in its Chapter 11 Petition in the U.S.
Bankruptcy Court for the Northern District of Ohio.
Seniah claimed Keating committed malpractice on two occasions
during his representation of Seniah. Seniah's complaint alleged
Keating and Joshua Berger committed legal malpractice relating to
their representation of Seniah during a foreclosure action and a
Chapter 11 Bankruptcy proceeding. The complaint sought to hold
Keating and Berger liable in their individual capacities.
The foreclosure action concluded on Sept. 16, 2011. The bankruptcy
case closed on Nov. 22, 2011. The attorney-client relationship
between Keating and Seniah ended no later than Nov. 22, 2011.
Seniah was concerned about the expiration of the statute of
limitations on Nov. 22, 2012. General counsel for Buckingham Susan
Rodgers drafted a Tolling Agreement to extend the statute of
limitations. Keating was not involved in the drafting of the
Tolling Agreement.
On June 8, 2017, the trial court granted Keating's motion for
summary judgment. The trial court first determined the date
Seniah's claim for legal malpractice accrued was not based on the
termination of the attorney-client relationship, but on two
cognizable events that occurred no later than October 2011. Seniah
filed its original complaint against Keating on Feb. 19, 2013. The
trial court determined Seniah's claim for legal malpractice
occurred outside of the one-year statute of limitations. The trial
court next examined whether the Tolling Agreement worked to toll
the statute of limitations as to its claims against Keating. The
trial court determined Keating was not a party to the Tolling
Agreement and did not sign it. The language of the Tolling
Agreement stated it applied to the signatories only: William
Haines, Seniah, and Buckingham. Finally, the deposition testimony
of Rodgers, and Keating demonstrated Keating never authorized
Rodgers to sign the Tolling Agreement on his behalf and Rodgers did
not have authority to bind members of Buckingham in their
individual capacity.
Seniah argues in its sole Assignment of Error that the trial court
erred when it granted summary judgment in favor of Keating. The
Appeals Court disagrees.
The Appeals Court opines that the purpose of the Tolling Agreement
is to invalidate the legal defense of statute of limitations if
Seniah filed a lawsuit after the expiration of the statute of
limitations. The Tolling Agreement was necessary to prevent
Buckingham, or anyone acting on Buckingham's behalf, from seeking
to defend against Seniah's claims on the basis of the statute of
limitations. The Tolling Agreement states, "This Agreement is
binding upon and inures to the benefit of each party, * * *." The
parties to the Tolling Agreement are, "Buckingham, Doolittle &
Burroughs, LLP, an Ohio limited liability partnership, and William
K. Haines, Jr. and Seniah Corp. * * *." In her deposition, Rodgers
testified she signed the Tolling Agreement on behalf of Buckingham.
The term of the agreement, "heirs, successors, assigns,
shareholders, members, officers, directors, agents, or insurers",
therefore refers to anyone acting on behalf of one of the parties
and precludes anyone from acting on the parties' behalf from
seeking to avoid the legal effect of the Tolling Agreement. Seniah
named Buckingham and Keating as defendants in its lawsuit for legal
malpractice. Seniah sued Keating in his individual capacity. There
are currently no pending claims against Buckingham; Keating is the
remaining defendant. Keating is not seeking to defend against
Seniah's claims as a shareholder on behalf of Buckingham. He is
seeking to defend Seniah's claims against him in his individual
capacity. Therefore, Keating does not fall within the group of
"heirs, successors, assigns, shareholders, members, officers,
directors, agents, or insurers" intended to be bound by the Tolling
Agreement.
Seniah next argued that the Appeals Court should look beyond the
plain language of the Tolling Agreement and consider the
circumstances upon which it entered into the Tolling Agreement with
Buckingham. Seniah claims Keating was bound by the Tolling
Agreement under either the legal theories of agency, ratification
and/or equitable estoppel.
Based on the Civ.R. 56 evidence, the Appeals Court finds that there
was no express or implied agency relationship between Keating and
Buckingham as to the Tolling Agreement.
The theory of ratification is also not applicable to the facts of
this case. Keating did not benefit from the Tolling Agreement by
not being sued because he was ultimately sued by Seniah in his
individual capacity. In his answer to the complaint, Keating raised
as a defense the statute of limitations, thereby repudiating any
alleged benefit the Tolling Agreement may have given Keating.
There is no evidence that Keating made a factual misrepresentation
to Seniah to change its position as whether to sue Keating for
legal malpractice. The terms of the Tolling Agreement allowed
Seniah to terminate the Tolling Agreement with 30 days advance
notice. Even if the Tolling Agreement applied to Keating, Seniah
could have brought suit against Keating at any time before the
expiration of the statute of limitations.
Upon our de novo review, the Appeals Court finds that under the
plain language of the Tolling Agreement and/or under the theories
of agency, ratification, and equitable estoppel, the Tolling
Agreement did not apply to Keating. The trial court therefore
properly entered summary judgment in favor of Keating.
A full-text copy of the Court's March 5, 2018 Opinion is available
at https://is.gd/OoRaVK from Leagle.com.
BRADLEY J. BARMEN -- Brad.Barmen@lewisbrisbois.com -- 1375 E. 9th
St., 16th Floor, Cleveland, OH 44114, Canton, OH 44702, for
Plaintiff-Appellant.
LEE PLAKAS, DAVID L. DINGWELL, MARIA C. KLUTINOTY EDWARDS, 220
Market Ave. S., 8th Floor, for Defendants-Appellees.
About Seniah Corp.
Seniah Corp., based in North Canton, Ohio filed a Chapter 11
petition (Bankr. N.D. Ohio Case No. 10-60620) in Old San Juan, on
February 24, 2010. Judge Russ Kendig handled the case. Patrick J.
Keating, Esq., at Buckingham, Doolittle & Burroughs LLP, served as
counsel.
The Debtor estimated assets and debts of $1 million to $10 million
as of the Chapter 11 filing.Or
SIVYER STEEL: Hires Bradshaw Fowler as General Counsel
------------------------------------------------------
Sivyer Steel Corporation seeks authority from the U.S. Bankruptcy
Court for the Southern District of Iowa to employ Bradshaw Fowler
Proctor & Fairgrave, P.C., as general reorganization counsel to the
Debtor.
Sivyer Steel requires Bradshaw Fowler to:
(a) advise and assist the Debtor with respect to compliance
with the requirements of the United States Trustee;
(b) advise the Debtor regarding matters of Bankruptcy Law,
including the rights and remedies of the Debtor with
regard to its assets and with respect to the claims of
creditors;
(c) represent the Debtor in any proceedings or hearings in the
Bankruptcy Court and in any action in any other court
where the Debtor's rights under the Bankruptcy Code may be
litigated or affected;
(d) conduct examinations of witnesses, claimants, or adverse
parties and to prepare and assist in the preparation of
reports, accounts, and pleadings related to this Chapter
11 case;
(e) advise the Debtor concerning the requirements of the
Bankruptcy Code and applicable rules as the same affect
the Debtor in this proceeding;
(f) assist the Debtor in the negotiation, formulation,
confirmation, and implementation of a Chapter 11 Plan;
(g) make any court appearances on behalf of the Debtor; and
(h) take such other action and perform such other services as
the Debtor may require of the firm in connection with the
Chapter 11 case.
Bradshaw Fowler will be paid at these hourly rates:
Attorneys $375
Associates $125 to $250
Paralegals $90 to $110
Bradshaw Fowler received $75,000 on March 9, 2018, as a retainer to
guaranty payment of its services in the Chapter 11 case. The
Debtor and Bradshaw Fowler agreed that Bradshaw Fowler has earned
$26,999 prior to the Petition date, and expended $1,742 in costs
prior to the Petition Date. There remains $46,259 in the Bradshaw
Fowler's Client Trust Account, to be applied to post-petition
attorney fees and costs incurred, after application to and upon
approval by the Bankruptcy Court.
Bradshaw Fowler will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Jeffrey D. Goetz, a partner at Bradshaw Fowler, 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.
Bradshaw Fowler can be reached at:
Jeffrey D. Goetz, Esq.
BRADSHAW FOWLER PROCTOR & FAIRGRAVE P.C.
801 Grand Avenue, Suite 3700
Des Moines, IA 50309-8004
Tel: (515) 246-5817
Fax: (515) 246-5808 FAX
E-mail: goetz.jeffrey@bradshawlaw.com
About Sivyer Steel Corporation
Sivyer Steel Corporation -- https://www.sivyersteel.com/ -- is a
supplier of steel castings based in Bettendorf, Iowa. Founded by
Frederick Lincoln in 1909, the company is an ISO 9001:2008
recertified steel foundry, which means that it meets the
International Organization for Standardization's quality management
system.
The Company develops custom steel castings and components for
clients in industries that include government, private, and public
sectors. Sivyer Steel specializes in military castings, energy
applications, railroad castings, wear parts, pump & valves, oil &
gas, mining, construction castings, perimeter security, and
agriculture.
An involuntary Chapter 11 case was filed against the Company on
March 8, 2018, by alleged creditors Sadler Machine Co., Speyside
Machining Holdings, LLC, and ARCO Manufacturing Corporation.
Sivyer Steel sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D. Iowa Case No. 18-00507) on March 14, 2018. In
the petition signed by Keith Kramer, president, the Debtor
disclosed $16.43 million in assets and $18.35 million in
liabilities.
Judg Anita L. Shodeen presides over the case.
Bradshaw, Fowler, Proctor & Fairgrave is the Debtor's bankruptcy
counsel. Spencer Fane LLP, is the special counsel.
SIVYER STEEL: Hires Spencer Fane as Special Counsel
---------------------------------------------------
Sivyer Steel Corporation seeks authority from the U.S. Bankruptcy
Court for the Southern District of Iowa to employ Spencer Fane LLP,
as special counsel to the Debtor.
Sivyer Steel requires Spencer Fane to represent and assist the
Debtor in relation to the bankruptcy proceedings, to the extent the
general counsel, Bradshaw Fowler Proctor & Fairgrave, P.C., has a
conflict of interest.
Spencer Fane will be paid at these hourly rates:
Attorneys $455 to $550
Legal Assistants $225
Spencer Fane will be paid a retainer in the amount of $5,000.
Spencer Fane will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Lisa A. Epps, a partner at Spencer Fane, 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.
Spencer Fane can be reached at:
Lisa A. Epps, Esq.
SPENCER FANE LLP
1000 Walnut, Suite 1400
Kansas City, MO 64106
Tel: (816) 292-8881
Fax: (816) 474-3216
E-mail: lepps@spencerfane.com
About Sivyer Steel Corporation
Sivyer Steel Corporation -- https://www.sivyersteel.com/ -- is a
supplier of steel castings based in Bettendorf, Iowa. Founded by
Frederick Lincoln in 1909, the company is an ISO 9001:2008
recertified steel foundry, which means that it meets the
International Organization for Standardization's quality management
system.
The Company develops custom steel castings and components for
clients in industries that include government, private, and public
sectors. Sivyer Steel specializes in military castings, energy
applications, railroad castings, wear parts, pump & valves, oil &
gas, mining, construction castings, perimeter security, and
agriculture.
An involuntary Chapter 11 case was filed against the Company on
March 8, 2018, by alleged creditors Sadler Machine Co., Speyside
Machining Holdings, LLC, and ARCO Manufacturing Corporation.
Sivyer Steel Corporation sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Iowa Case No. 18-00507) on March 14,
2018. In the petition signed by Keith Kramer, president, the
Debtor disclosed $16.43 million in assets and $18.35 million in
liabilities.
Judg Anita L. Shodeen presides over the case.
Bradshaw, Fowler, Proctor & Fairgrave is the Debtor's bankruptcy
counsel. Spencer Fane LLP, is serving as special counsel.
SIVYER STEEL: Seeks Approval of CRO's Restructuring Agreement
-------------------------------------------------------------
Sivyer Steel Corporation, seeks authority from the U.S. Bankruptcy
Court for the Southern District of Iowa to approve the
Restructuring Engagement Agreement between the Debtor and Bob
Silhacek, Mike Wise, and Turning Point Management Advisors LLC, as
the Debtor's Chief Restructuring Officer and Vice President of
Corporate Recovery.
Since August 2016, TPMA has been acting as Sivyer's CRO and Vice
President of Corporate Restructuring. On March 10, 2018, Sivyer
and TPMA entered into a Restructuring Engagement Agreement that
provided for TPMA's continued engagement as CRO. TPMA was charged
with assisting and preparing Sivyer for a Chapter 11 reorganization
case, and leading Sivyer through a Chapter 11 case, through plan
confirmation.
The CRO and Vice President of Corporate Recovery will render the
following services:
a. develop additional restructuring activities as deemed under
current business conditions;
b. continue and monitor a 13 week rolling cash forecast and
cash collateral schedule to be prepared as needed to be
reported;
c. contact customers, negotiate and manage price, as
necessary;
d. direct management and negotiate directly with trade
creditors to assure continued support;
e. direct management in union negotiations;
f. direct and assist management in identifying and
implementing profit and cash improvement projects;
g. ensure the sufficient cash flow to get the business through
the crisis;
h. direct management in negotiating out-of-court settlements
or prepare and navigate through a Chapter 11 bankruptcy
filing as required; and
i. develop a business plan.
The CRO and Vice President of Corporate Recovery will be paid at
these hourly rates:
Bob Silhacek $350
Mike Wise $350
The CRO and Vice President of Corporate Recovery will be paid a
retainer in the amount of $15,000, and will also be reimbursed for
reasonable out-of-pocket expenses incurred.
To the best of the Debtor's knowledge the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtor and
its estates.
The Firm can be reached at:
Bob Silhacek
Mike Wise
TURNING POINT MANAGEMENT ADVISORS LLC
333 Washington Avenue North, Suite 310
Minneapolis, MN 55401
Tel: (612) 349-2745
About Sivyer Steel Corporation
Sivyer Steel Corporation -- https://www.sivyersteel.com/ -- is a
supplier of steel castings based in Bettendorf, Iowa. Founded by
Frederick Lincoln in 1909, the company is an ISO 9001:2008
recertified steel foundry, which means that it meets the
International Organization for Standardization's quality management
system.
The Company develops custom steel castings and components for
clients in industries that include government, private, and public
sectors. Sivyer Steel specializes in military castings, energy
applications, railroad castings, wear parts, pump & valves, oil &
gas, mining, construction castings, perimeter security, and
agriculture.
An involuntary Chapter 11 case was filed against the Company on
March 8, 2018, by alleged creditors Sadler Machine Co., Speyside
Machining Holdings, LLC, and ARCO Manufacturing Corporation.
Sivyer Steel sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D. Iowa Case No. 18-00507) on March 14, 2018. In
the petition signed by Keith Kramer, president, the Debtor
disclosed $16.43 million in assets and $18.35 million in
liabilities.
Judg Anita L. Shodeen presides over the case.
Bradshaw, Fowler, Proctor & Fairgrave is the Debtor's bankruptcy
counsel. Spencer Fane LLP, is the special counsel.
SKYPATROL LLC: Committee Taps Perlman Bajandas as Legal Counsel
---------------------------------------------------------------
The official committee of unsecured creditors of Skypatrol, LLC,
seeks approval from the U.S. Bankruptcy Court for the Southern
District of Florida to hire Perlman, Bajandas, Yevoli & Albright,
P.L. as its legal counsel.
The firm will advise the committee regarding its duties under the
Bankruptcy Code; represent the committee in negotiations with the
Debtor and creditors; provide advice regarding any potential sale
of its assets; and provide other legal services related to its
Chapter 11 case.
Jonathan Feldman, Esq., a partner at Perlman and the attorney who
will be handling the case, charges an hourly fee of $425.
Associates and paralegals charge $225 per hour and $125 per hour,
respectively.
Mr. Feldman disclosed in a court filing that he and his firm are
"disinterested persons" as defined in section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Jonathan S. Feldman, Esq.
Perlman, Bajandas, Yevoli & Albright, P.L.
283 Catalonia Avenue, Suite 200
Miami, FL 33134
Phone: (305) 377-0086
Email: jfeldman@pbyalaw.com
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.
The U.S. Trustee for Region 21 appointed an official committee of
unsecured creditors on Feb. 20, 2018.
SOUTHEASTERN GROCERS: 581 of 700 Store Leases to Be Assumed
-----------------------------------------------------------
Southeastern Grocers, LLC, and its affiliated debtors, operators of
BI-LO, Fresco y Mas, Harveys Supermarket and Winn-Dixie grocery
stores, are party to approximately 740 unexpired leases of real
property, approximately 700 of which are grocery stores that are
currently operating, with the remainder composed of leases of
grocery stores that are no longer operating (due to being either
completely closed or subleased) and leases of real property used
for other purposes.
The Debtors, with the assistance of their financial and legal
advisors, engaged in an extensive prepetition review of their
stores, including such stores' underlying leases, in an effort to
determine the optimal store footprint for the Reorganized Debtors.
As part of, and based on the conclusions of, the review, the
Debtors' currently operating stores fall into these general
categories:
* 581 stores that will continue to be operated by the
Reorganized Debtors or SEG II, and whose associated leases will
either be assumed by the Debtors or assumed and assigned to SEG II
upon emergence;
* 85 stores whose leases will be liquidated and/or closed and
either: (i) rejected or assumed by the Debtors; (ii) assumed and
assigned to SEG II; or (iii) assigned to a third party in
connection with the Debtors' continued marketing and sale efforts;
and
* 33 stores that will be sold pursuant to certain lease sale
agreements executed prior to the Petition Date (certain of which
contemplate the sale of only unexpired leases and related
furniture, fixtures, and equipment ("FF&E"), and others which
contemplate the sale of stores as going concerns).
In total, the leases associated with 43 stores will be assumed by
the Debtors and assigned to SEG II (with operating stores subleased
back to the Reorganized Debtors), including with respect to 36
stores from the first two categories above, plus 7 stores that are
no longer operating.
Global Settlement
After months of extensive arm's-length negotiations, on March 15,
2018, the Debtors executed a restructuring support agreement with
(i) holders of approximately 80% of the outstanding principal
amount of the Debtors' 8.625%/9.375% Senior PIK Toggle Notes due
2018, of which approximately 68% are held or controlled by the
members of an ad hoc group and approximately 12% are held or
controlled by LSF7 Bond Holdings Ltd., and (ii) LSF Southeastern
Grocery Holdings, LLC ("SEG Parent"), LSF SEG Investments, L.P.,
LSF5 Bi-Lo Holdings, LLC, LSF7 Opal Holdings, LLC, and LSF7 Bond
Holdings Ltd. Pursuant to the Restructuring Support Agreement, the
Consenting Parties and the Consenting Lone Star Parties agreed to a
global settlement embodied in the Prepackaged Plan and to vote in
favor of and support confirmation of the Prepackaged Plan.
The Prepackaged Plan incorporates a global settlement among the
Debtors, the Consenting Parties, and the Consenting Lone Star
Parties and serves as the cornerstone of the Prepackaged Plan. The
Global Settlement was the result of extensive negotiations among
the Debtors, the Consenting Parties, and the Consenting Lone Star
Parties in an effort to achieve a consensual restructuring and an
efficient resolution of the Chapter 11 Cases.
Importantly, the Global Settlement addresses the treatment of
certain leases that remain the subject of an indemnification
provided by Lone Star.
In connection with BI-LO's prior chapter 11 cases in 2009, Ahold
and Lone Star entered into a settlement agreement -- Sponsor
Indemnification Agreement -- pursuant to which Lone Star entered
into a master guaranty agreement for the benefit of Ahold with
respect to leases (i) guaranteed by Ahold and (ii) in which Ahold
was the lessor. Pursuant to the Global Settlement, the parties
have agreed that the Reorganized Debtors will enter into a letter
agreement with the Consenting Lone Star Parties -- GreenCo Letter
Agreement -- on the Effective Date pursuant to which the
Reorganized Debtors will agree to not sell, renew, exercise
extension options on, or otherwise dispose of any leases listed on
the Schedule of Assumed Leases that are the subject of the Sponsor
Indemnification Agreement without either (i) securing a release by
the relevant lessor of the associated guaranty or tenant obligation
of Ahold or (ii) obtaining written consent from the person(s)
designated on or prior to the Effective Date by the Consenting Lone
Star Parties to provide such consent.
Moreover, the Debtors have agreed to form a special purpose entity
("SEG II") and, on the Effective Date, the Debtors will assume and
assign certain leases of operating and closed stores (the "Assumed
SEG II Leases") to SEG II pursuant to section 365 of the Bankruptcy
Code. The Global Settlement provides that SEG II will exercise
commercially reasonable efforts to mitigate all future liabilities
associated with the Assumed SEG II Leases. The Assumed SEG II
Leases that correspond with operating stores will be subleased back
to the Reorganized Debtors rent-free, in exchange for, among other
things, the settlement payments.
The Debtors and the Consenting Noteholders also have agreed that
the Reorganized Debtors will make a settlement payment of $46
million toward the Assumed SEG II Leases. On the Effective Date,
the Reorganized Debtors will provide SEG II with $21 million in
cash and a letter of credit in an amount up to $25 million, to be
used for, among other things, satisfying all obligations and
liabilities relating to amounts payable or incurred in connection
with the Assumed SEG II Leases on or after March 21, 2018.
About Southeastern Grocers
Southeastern Grocers, LLC, (SEG), the parent company and home of
BI-LO, Fresco y Mas, Harveys Supermarket and Winn-Dixie grocery
stores, is one of the largest conventional supermarket companies in
the U.S. SEG grocery stores, liquor stores and in-store pharmacies
serve communities throughout the seven southeastern states of
Alabama, Florida, Georgia, Louisiana, Mississippi, North Carolina
and South Carolina. BI-LO, Fresco y Mas, Harveys Supermarket and
Winn-Dixie are well known and well-respected regional brands with
deep heritages, strong neighborhood ties, proud histories of giving
back, talented and caring associates and strong commitments to
providing the best possible quality and value to customers. Their
Web sites are http://www.bi-lo.com/, http://www.frescoymas.com/,
http://www.harveyssupermarkets.com/and http://www.winndixie.com/
BI-LO and its affiliates filed for Chapter 11 bankruptcy protection
on March 23, 2009 (Bankr. D. S.C. Case No. 09-02140). BI-LO
emerged from bankruptcy in May 2010 with Lone Star Funds remaining
as majority owner.
Winn-Dixie Stores, Inc., sought Chapter 11 protection (Bankr.
S.D.N.Y. Case No. 05-11063, transferred Apr. 14, 2005, to Bankr.
M.D. Fla. Case Nos. 05-03817 through 05-03840) on Feb. 21, 2005.
In December 2011, BI-LO Holdings signed a deal to acquire all of
the outstanding shares of Winn-Dixie Stores stock in a merger.
Holdings was later renamed Southeastern Grocers.
On March 27, 2018, Southeastern Grocers, LLC and 26 affiliated
debtors sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
18-10700). SEG commenced Chapter 11 cases to seek confirmation of
a prepackaged chapter 11 plan that will cancel their unsecured
notes in exchange for 100% of the equity of the reorganized
company.
The Debtors have requested joint administration of the cases. The
Honorable Mary F. Walrath oversees the cases.
Weil, Gotshal & Manges LLP is serving as legal counsel to the
Debtors, Evercore is serving as their investment banker, and FTI
Consulting Inc. as restructuring advisor. Prime Clerk LLC is the
claims and noticing agent.
Morrison & Foerster LLP is serving as legal counsel and Moelis &
Company LLC is serving as financial advisor to an ad hoc group of
holders of Unsecured Notes and 9.25% Senior Secured Notes due 2019.
SOUTHEASTERN GROCERS: 75% Recovery in Debt-for-Equity Deal
----------------------------------------------------------
Holders of unsecured notes issued by Southeastern Grocers, LLC,
will receive most of the new common stock to be issued by the
reorganized company in exchange for the cancellation of the notes,
and are slated to have a 75% recovery under the proposed
Prepackaged Plan of Reorganization, according to the explanatory
disclosure statement.
Under the Plan, holders of the Debtors' 8.625%/9.375% Senior PIK
Toggle Notes due 2018 owed $522 million will receive 100% of the
new common stock to be issued by the reorganized company, subject
to dilution.
Holders of Unsecured Notes Claims are impaired under the Plan.
All of the Debtors' other general unsecured creditors, including
trade vendors, employees and landlords, are unimpaired under the
Prepackaged Plan and will be satisfied in full up to the maximum
amounts permitted under the Bankruptcy Code.
The debt-for-equity swap and other transactions under the Plan will
reduce the Company's existing funded debt by approximately $500
million and a reduction of the Company's annual debt service
obligations by approximately $40 million, and allows the Debtors to
sell or close unprofitable locations to ensure the Debtors'
viability and profitability going forward.
Evercore, the Debtors' investment banker, estimates the total
enterprise value of the Reorganized Debtors to be between
approximately $1.32 billion and $1.60 billion as of the assumed
Effective Date of June 13, 2018 with a midpoint of $1.46 billion.
The range of total equity value, which takes into account the total
enterprise value less the estimated net debt outstanding as of the
assumed Effective Date of June 13, 2018, was estimated by Evercore
to be between $252 million and $533 million with a midpoint of $393
million.
Members of the ad hoc group of unsecured noteholders, which control
approximately 68% of the Unsecured Notes, and LSF7 Bond Holdings
Ltd., which own 12% ("Consenting Parties"), are parties to the
Restructuring Support Agreement dated March 15, 2018, pursuant to
which the parties have agreed to support confirmation of the
Prepackaged Plan.
The Debtors' equity holders -- LSF Southeastern Grocery Holdings,
LLC ("SEG Parent"), LSF SEG Investments, L.P., LSF5 Bi-Lo Holdings,
LLC, LSF7 Opal Holdings, LLC, and LSF7 Bond Holdings Ltd. (the
"Consenting Lone Star Parties") -- are also parties to the RSA.
Prepetition Capital Structure
SEG is the result of a series of mergers and acquisitions by Lone
Star. Lone Star formed SEG in 2013 as the new parent company of the
BILO, Winn-Dixie, and Harveys banners operated by the Company's
subsidiaries. The majority of the Company's operations are
conducted through BI-LO.
As of the Petition Date, the Debtors have outstanding funded debt
obligations in the aggregate principal amounts of approximately:
(i) $385 million under the ABL Credit Agreement
Pursuant to that certain Amended and Restated ABL Credit Agreement,
dated as of May 21, 2014 (as amended, restated, amended and
restated, supplemented, or otherwise modified from time to time,
the "ABL Credit Agreement"), by and among BI-LO as lead borrower,
the guarantor parties thereto, Deutsche Bank AG New York Branch as
administrative agent and collateral agent (the "ABL Facility
Agent"), and each of the lender parties thereto (the "ABL
Lenders"), the ABL Lenders provided the Debtors with an asset-based
revolving credit facility in an amount up to $900 million, subject
to a borrowing base formula (the "ABL Facility").
(ii) $425 million under the Secured Notes Indenture
As of the Petition Date, the Debtors have outstanding secured note
obligations consisting of $425 million in aggregate outstanding
principal of 9.25% Senior Secured Notes due 2019 (the "Secured
Notes" and the holders thereof, the "Secured Noteholders") issued
pursuant to that certain indenture (as amended, restated, amended
and restated, supplemented or otherwise modified from time to time,
the "Secured Notes Indenture") by and between BI-LO and BI-LO
Finance Corp., as issuers, the guarantor parties thereto, and
Wilmington Savings Fund Society, FSB, as successor trustee and
collateral agent (the "Secured Notes Indenture Trustee"), dated as
of February 3, 2011.
(iii) $522 million under the Unsecured Notes Indenture
As of the Petition Date, the Debtors have outstanding unsecured
note obligations consisting of approximately $522 million in
aggregate outstanding principal of Unsecured Notes and interest
thereon issued pursuant to that certain indenture (the "Unsecured
Notes Indenture") by and among BI-LO Holding Finance, LLC and BILO
Holding Finance, Inc., as issuers, the guarantor parties thereto,
and Wells Fargo Bank, National Association, as trustee, dated of as
September 20, 2013.
In the ordinary course of business, the Debtors incur various
fixed, liquidated, and undisputed payment obligations (the
"Ordinary Course Claims") to various third-party providers of goods
and services that are sold in the Debtors' stores or facilitate the
Debtors' business operations. As of the Petition Date, the Debtors
estimate that the aggregate amount of Ordinary Course Claims
outstanding is approximately $362 million. A majority of the
Debtors' general unsecured claims are Ordinary Course Claims.
Recoveries Under Exit Plan
The specific terms of the Prepackaged Plan are:
* All existing commitments under the ABL Credit Agreement will
be terminated and each holder of an Allowed ABL Facility Claim will
receive Cash in the full amount of its Allowed ABL Facility Claim
from the proceeds of the Exit ABL Facility. Recovery: 100%
* The Debtors' 9.25% Senior Secured Notes due Feb. 15, 2019
(collectively, the "Secured Notes") will be cancelled and each
holder of an Allowed Secured Notes Claims will receive Cash in the
full amount of its Allowed Secured Notes Claim. Recovery: 100%.
* Unsecured Notes. In exchange for the cancellation of the
Unsecured Notes, each holder of an Unsecured Notes Claim will
receive its pro rata share of 100% of the New Common Stock issued
pursuant to the Prepackaged Plan and outstanding immediately
following the Effective Date, which will be subject to dilution
only by the New Common Stock issued (i) upon the exercise of the
Warrant, (ii) pursuant to the Management Incentive Plan and (iii)
other New Common Stock duly authorized and issued in accordance
with the terms of Reorganized SEG's Amended Organizational
Documents. Recovery: 75%
* Other Claims. All Priority Non-Tax Claims, Other Secured
Claims, General Unsecured Claims, Intercompany Claims, and
Intercompany Interests are unimpaired by the Plan and will be
satisfied in full. Recovery: 100%
* Existing SEG Interests. In exchange for the cancellation of
Existing SEG Equity Interests, SEG Parent will be entitled to
receive a 5-year warrant (the "Warrant") entitling it to 5 percent
of the New Common Stock upon exercise thereof.
Within 30 days following the Effective Date, the Reorganized
Debtors will adopt a postRestructuring management incentive plan,
under which 10% of the New Common Stock will be reserved for
issuance as awards to members of the Reorganized Debtors'
management.
As of the Petition Date, the Debtors already have received
acceptances of the Prepackaged Plan from holders of claims in Class
5 (Unsecured Notes Claims), that in the aggregate hold or control
approximately 68 percent in amount of all Unsecured Notes, and
holders of more than 99 percent of all interests in Class 8
(Existing SEG Equity Interests), the only impaired classes entitled
to vote under the Prepackaged Plan.
About Southeastern Grocers
Southeastern Grocers, LLC, (SEG), the parent company and home of
BI-LO, Fresco y Mas, Harveys Supermarket and Winn-Dixie grocery
stores, is one of the largest conventional supermarket companies in
the U.S. SEG grocery stores, liquor stores and in-store pharmacies
serve communities throughout the seven southeastern states of
Alabama, Florida, Georgia, Louisiana, Mississippi, North Carolina
and South Carolina. BI-LO, Fresco y Mas, Harveys Supermarket and
Winn-Dixie are well known and well-respected regional brands with
deep heritages, strong neighborhood ties, proud histories of giving
back, talented and caring associates and strong commitments to
providing the best possible quality and value to customers. Their
Web sites are http://www.bi-lo.com/, http://www.frescoymas.com/,
http://www.harveyssupermarkets.com/and http://www.winndixie.com/
BI-LO and its affiliates filed for Chapter 11 bankruptcy protection
on March 23, 2009 (Bankr. D. S.C. Case No. 09-02140). BI-LO
emerged from bankruptcy in May 2010 with Lone Star Funds remaining
as majority owner.
Winn-Dixie Stores, Inc., sought Chapter 11 protection (Bankr.
S.D.N.Y. Case No. 05-11063, transferred Apr. 14, 2005, to Bankr.
M.D. Fla. Case Nos. 05-03817 through 05-03840) on Feb. 21, 2005.
In December 2011, BI-LO Holdings signed a deal to acquire all of
the outstanding shares of Winn-Dixie Stores stock in a merger.
Holdings was later renamed Southeastern Grocers.
On March 27, 2018, Southeastern Grocers, LLC and 26 affiliated
debtors sought Chapter 11 protection (Bankr. D. Del. Lead Case No.
18-10700). SEG commenced Chapter 11 cases to seek confirmation of
a prepackaged chapter 11 plan that will cancel their unsecured
notes in exchange for 100% of the equity of the reorganized
company.
The Debtors have requested joint administration of the cases. The
Honorable Mary F. Walrath oversees the cases.
Weil, Gotshal & Manges LLP is serving as legal counsel to the
Debtors, Evercore is serving as their investment banker, and FTI
Consulting Inc. as restructuring advisor. Prime Clerk LLC is the
claims and noticing agent.
Morrison & Foerster LLP is serving as legal counsel and Moelis &
Company LLC is serving as financial advisor to an ad hoc group of
holders of Unsecured Notes and 9.25% Senior Secured Notes due 2019.
SOUTHEASTERN GROCERS: Case Summary & 30 Top Unsecured Creditors
---------------------------------------------------------------
Affiliates that concurrently filed voluntary petitions for relief
under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Southeastern Grocers, LLC (Lead Debtor) 18-10700
aka Winn-Dixie
aka BI-LO
aka Reid's Market
aka BI-LO Holdings
aka Harveys Supermarkets
aka Dixie Spirits
aka Southeastern Grocers
aka Pathstone
aka Fresco y Mas
8928 Prominence Parkway, Suite 200
Jacksonville, FL 32256
ARP Ballentine LLC 18-10701
ARP Chickamauga LLC 18-10702
ARP Hartsville LLC 18-10703
ARP James Island LLC 18-10704
ARP Moonville LLC 18-10705
ARP Morganton LLC 18-10706
ARP Winston Salem LLC 18-10707
BI-LO Finance Corp. 18-10708
BI-LO Holding Finance, Inc. 18-10709
BI-LO Holding Finance, LLC 18-10710
BI-LO Holding, LLC 18-10711
BI-LO, LLC 18-10712
Dixie Spirits Florida, LLC 18-10713
Dixie Spirits, Inc. 18-10714
Opal Holdings, LLC 18-10715
Samson Merger Sub, LLC 18-10716
Winn-Dixie Logistics, LLC 18-10717
Winn-Dixie Montgomery Leasing, LLC 18-10718
Winn-Dixie Montgomery, LLC 18-10719
Winn-Dixie Properties, LLC 18-10720
Winn-Dixie Raleigh Leasing, LLC 18-10721
Winn-Dixie Raleigh, LLC 18-10722
Winn-Dixie Stores, Inc. 18-10723
Winn-Dixie Stores Leasing, LLC 18-10724
Winn-Dixie Supermarkets, Inc. 18-10725
Winn-Dixie Warehouse Leasing, LLC 18-10726
Type of Business: Southeastern Grocers, LLC, parent company and
home of BI-LO, Fresco y Mas, Harveys Supermarket
and Winn-Dixie grocery stores --
http://www.segrocers.com-- is a conventional
supermarket company in the U.S. offering
grocery items, liquors and pharmaceutical
products. SEG operates 702 stores serving many
key metropolitan areas in the southeastern
states of Florida, Georgia, Alabama, Louisiana,
Mississippi, South Carolina and North Carolina.
As of the Petition Date, the Debtors and its
non-debtor affiliates employ approximately
51,700 people. The Company's headquarters are
located in Jacksonville, Florida. For more
information, visit BI-LO.com, frescoymas.com,
harveyssupermarkets.com and winndixie.com.
Chapter 11 Petition Date: March 27, 2018
Court: United States. Bankruptcy Court
District of Delaware (Delaware)
Judge: Hon. Mary F. Walrath
Debtors' Counsel: Daniel J. DeFranceschi, Esq.
Paul N. Heath, Esq.
Amanda R. Steele, Esq.
RICHARDS, LAYTON & FINGER, P.A.
One Rodney Square
920 North King Street
Wilmington, Delaware 19801
Tel: (302) 651-7700
Fax: (302) 651-7701
Email: defranceschi@rlf.com
heath@rlf.com
steele@rlf.com
- and -
Ray C. Schrock, P.C.
Matthew S. Barr, Esq.
Sunny Singh, Esq.
WEIL, GOTSHAL & MANGES LLP
767 Fifth Avenue
New York, New York 10153
Tel: (212) 310-8000
Fax: (212) 310-8007
Email: sunny.singh@weil.com
ray.schrock@weil.com
Debtors'
Investment
Banker: EVERCORE GROUP L.L.C.
55 East 52nd Street,
New York, NY 10055
Debtors'
Financial
Advisor: FTI CONSULTING
227 West Monroe Street
Suite 900, Chicago, IL 60606
Debtors'
Claims,
Noticing &
Solicitation
Agent: PRIME CLERK LLC
830 Third Avenue,
9th Floor, New York, NY 10022
https://cases.primeclerk.com/seg/Home-Index
Estimated Assets: $1 billion to $10 billion
Estimated Liabilities: $1 billion to $10 billion
The petitions were signed by Brian P. Carney, chief financial
officer and executive vice president.
A full-text copy of Southeastern Grocers' petition is available for
free at: http://bankrupt.com/misc/deb18-10700.pdf
Consolidated List of Debtors' 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Wells Fargo & Company Unsecured Notes $521,999,409
Attn.: Barry Somrock, VP, CTS
Account Manager
600 S. 4th Street, 6th Floor
Minneapolis, MN 55415
Tel: (612) 667‐8485
Fax: (612) 667‐9825
Email: barry.d.somrock@wellsfargo.com
C&S Wholesale Grocers Trade Claim $109,118,926
Attn.: Rick Rost, VP Acct. Mgr.
7 Corporate Drive
Keene, NH 03431
Tel: (860) 885‐9573
Email: rrost@cswg.com
Cardinal Health Trade Claim $50,521,897
Attn.: Michael C. Kaufmann
7000 Cardinal Place
Dublin, OH 43017
Tel: (614) 757‐5000
Email: mike.kaufmann@cardinalhealth.com
Coca‐Cola Beverages of Florida LLC Trade Claim
$5,511,591
Attn.: John Garris
10117 Princess Palm Avenue, Suite 100
Tampa, FL 33610
Tel: (904) 673‐9685
Email: jgarris@cocacolaflorida.com
Pepsi‐Cola Trade Claim
$5,243,550
Attn.: Jody Palmer
700 Anderson Hill Road
Purchase, NY 10577
Tel: (803)‐360‐7661
Fax: (914) 253‐2070
Email: jody.palmer@pepsico.com
Mondelez Global LLC Trade Claim $5,110,116
Attn: Cass Black
100 Deforest Avenue
East Hanover, NJ 07936
Tel: (862) 251‐2708
Email: cass.black@mdlz.com
United Natural Food Inc. Trade Claim $4,559,100
Attn: Craig Terry
313 Iron Horse Way
Providence, RI 02908
Tel: (850) 304‐1056
Email: crterry@unfi.com
Frito Lay Inc. Trade Claim $4,206,921
Attn: Sharonda Younger
998 N John Young Avenue
Orlando, FL 32804
Tel: (404) 497‐8423
Email: sharonda.l.younger@pepsico.com
Coca Cola Bottling Co. Trade Claim $4,130,641
Attn: Erica Warren
4600 East Lake Boulevard
Birmingham, AL 35217
Tel: (706) 580‐7630
Fax: (218) 283‐4931
Email: erica.warren@ccbcc.com
City Facilities Management (FL) LLC Trade Claim $3,495,021
Attn: Tracey Hulsey
8211 Cypress Plaza Drive
Jacksonville, FL 32256
Tel: (904) 512‐3981
Email: tracey.hulsey@crhus.com
NSA Media Group Inc. Trade Claim $2,855,914
Attn: Katie Kizz‐Zurad
3025 Highland Parkway, Suite 70
Downers Grove, IL 60515
Tel: (630) 729‐7557
Fax: (630) 241‐7223
Email: kathryn.kiss@nsamedia.com
Flowers Baking Co. Trade Claim $2,276,083
Attn: Robert Meadows
1919 Flowers Circle
Thomasville, GA 31757
Tel: (904) 254‐9274
Fax: (334) 749‐0835
Email: robert.meadows@flocorp.com
Seven Up Snapple Southeast Trade Claim $2,131,938
Attn: Bob McDonald
5301 Legacy Drive
Plano, TX 75024
Tel: (904) 759‐7683
Email: bob.mcdonald@dpsg.com
Crossmark Retail Services Trade Claim $1,989,802
Attn: Alex Yakulis
5100 Legacy Drive
Plano, TX 75024
Tel: (469) 814‐1434
Email: alex.yakulis@crossmark.com
Hussmann Services Corporation Trade Claim $1,477,583
Attn: Walter Johnson
3004 Spring Industrial Dr., Suite C
Powder Springs, GA 30127
Tel: (678) 699‐1427
Email: walter.johnson@hussmann.com
McKee Foods Corporation Trade Claim $1,001,865
Attn: Julie Whit
10260 McKee Road
Collegedale, TN 37315
Tel: (423) 290‐7975
Email: julie.witt@mckee.com
S L Distribution Company Inc. Trade Claim $967,872
Attn: Wade Batten
3105 Sweetwater Rd., #300‐F
Lawrenceville, GA 30040
Tel: (470) 273‐3194
Email: wbatten@snyderslance.com
Gourmet Foods International Trade Claim $907,327
Attn: Matt Curl
255 Ted Turner Drive SW
Atlanta, GA 30303
Email: mcurl@gfifoods.com
Pepperidge Farm Inc. Trade Claim $883,622
Attn: John Tebbetts
6270 Windjammer Pt
Cummings, GA 30041
Tel: (770) 331‐1598
Email: john_tebbetts@campbellussales.com
Schwan's Sales Enterprises Trade Claim $832,562
Attn: Ron Slominski
115 West College Drive
Marshall, MN 56258‐1747
Tel: (952) 841‐4187 Ext. 64187
Email: ron.slominski@schwans.com
Bimbo Foods Inc. Trade Claim $810,164
Attn: Mark Berardo
255 Business Center Drive
Horsham, PA 19044
Tel: (407) 619‐9730
Email: mberardo@bbumail.com
Lami Products Company/Jacent Retail Trade Claim $759,743
Attn: Ken Kniffin, VP New Business
Development
860 Welsh Road
Huntingdon Valley, PA 19006
Tel: (800) 287‐1604 Ext. 588
Email: kenkniffen@jacentretail.com
Martin's Famous Bakery Trade Claim $668,964
Attn: Kevin Thibodeau
1000 Potato Roll Lane
Chambersburg, PA 17202‐8897
Tel: (321) 213‐1006
Email: kthibodeau@potatorolls.com
Mylan Pharmaceuticals Inc. Trade Claim $636,757
Attn: Sean Reilly
781 Chestnut Ridge Rd
Morgantown, WV 26505
Tel: (781) 552‐9678
Email: sean.reilly@mylanlabs.com
Tax Collector of JEA Trade Claim $610,399
Attn: Melissa Dykes, CFO
21 W. Church Street
Jacksonville, FL 32202‐3155
Tel: (904) 665‐6000
Email: dykemh@jea.com
Restaurant Technologies Inc. Trade Claim $609,830
Attn: Michelle Nicholson
2250 Pilot Knob Road, Suite 100
Mendota Heights, MN 55120
Tel: (513) 252‐9518
Email: mnichilson@rti‐inc.com
Waste Harmonics, Inc. Trade Claim $576,372
Attn: Mary Way, VP Company Care
7620 Omnitech Place Suite 1
Victor, NY 14564
Tel: (585) 924‐9640
Fax: (585) 924‐9676
Email: mway@wasteharmonics.com
Sherwood Food Distributors Trade Claim $562,319
Attn: Mike Coggins, VP
12499 Evergreen Road
Detroit, MI 48228‐1059
Tel: (313) 659‐7300
Fax: (313) 659‐7717
Email: mcoggins@sherwoodfoods.com
CompuCom System Inc. Trade Claim $542,368
Attn: Dan Stone, CEO
8106 Calvin Hall Road
Fort Mill, SC 29707
Tel: (803) 228‐7400
Fax: (972) 265‐5395
Email: dan.stone@compucom.com
Hill Phoenix Trade Claim $523,067
Attn: Robert Livingston, CEO
2016 Gees Mill Road
Conyers, GA 30013
Tel: (770) 285‐3100
Fax: (770) 285‐3224
Email: Robert.livingston@hillphoenix.com
TAFF LLC: Taps Spiess & Bell as Special Counsel
-----------------------------------------------
TAFF, LLC seeks approval from the U.S. Bankruptcy Court for the
District of Arizona to hire Spiess & Bell, PC as special counsel.
The firm will represent the Debtor in matters related to its lease
agreement with Kit's House-Shangri la House. A dispute exists
between the companies over the terms of the agreement.
The firm's hourly rates are:
James Bell $400
Peter Spiess $400
Yvonne Love $300
Legal Assistants $125
James Bell, Esq., the attorney who will be handling the case,
disclosed in a court filing that he does not represent any
interests adverse to the Debtor and its estate.
Spiess & Bell can be reached through:
James 0. Bell, Esq.
Spiess & Bell, PC
4500 North 32nd Street, Suite 201B
Phoenix, AZ 85018
Phone: (602) 254-8100
Fax: (602) 714-8201
Email: jim@spiessbell.com
About TAFF LLC
TAFF, LLC sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. D. Ariz. Case No. 18-00177) on January 8, 2018. Arnold
Braasch, member, signed the petition.
At the time of the filing, the Debtor disclosed that it had
estimated assets and liabilities of less than $50,000.
Judge Eddward P. Ballinger Jr. presides over the case. Allan D.
NewDelman, P.C. is the Debtor's bankruptcy counsel.
TOYS R US: Gets Court's Nod on Winddown of 735 US Stores
--------------------------------------------------------
BankruptcyData.com reported that the U.S. Bankruptcy Court approved
Toys "R" Us' motion to wind-down the Company's U.S. operations,
authorizing the Debtors to conduct U.S. store closings,
establishing bidding procedures for the sale of the Debtors'
Canadian equity and enforcing administrative stay. The Company
announced that this will allow it to begin the process of
conducting an orderly wind-down of its U.S. business and
liquidation of inventory in all 735 of its U.S. stores, including
those in Puerto Rico.
As BankruptcyData previously reported, "By this Motion, the Debtors
are taking the prudent and responsible step of seeking authority to
begin an immediate and orderly liquidation of their U.S. business
and to sell the Debtors' equity interest in the Canadian
operations. To effectuate the U.S. wind-down, the Debtors seek to
enter into an agreement with a consortium of liquidators that has
been negotiated among the Debtors, the Creditors' Committee, the
agents to the Debtors' secured DIP facilities, and the B-4 Lenders,
and to obtain broad relief for store closing procedures that will
maximize the value of the inventory in the Debtors' stores and
distribution centers. Concurrent with the filing of this Motion,
the Debtors have issued notices of termination to U.S. employees
consistent with state and federal WARN statutes, which generally
require a 60-day notice period. Importantly, many of the Debtors'
operations throughout Canada, Europe, and Asia (the 'International
Operations') remain strong, viable businesses with active prospects
for a successful going-concern reorganization or sale processes. In
addition to moving forward now with a sale process of
Toys-Delaware's equity in the Canadian business (and potentially
including up to 200 U.S. stores), the Debtors are focused on
limiting any negative effect the U.S. liquidation may have on the
International Operations."
About Toys "R" Us
Toys "R" Us, Inc., is an American toy and juvenile-products
retailer founded in 1948 and headquartered in Wayne, New Jersey, in
the New York City metropolitan area. Merchandise is sold in 880
Toys "R" Us and Babies "R" Us stores in the United States, Puerto
Rico and Guam, and in more than 780 international stores and more
than 245 licensed stores in 37 countries and jurisdictions.
Merchandise is also sold at e-commerce sites including Toysrus.com
and Babiesrus.com.
On July 21, 2005, a consortium of Bain Capital Partners LLC,
Kohlberg Kravis Roberts and Vornado Realty Trust invested $1.3
billion to complete a $6.6 billion leveraged buyout of the
company.
Toys "R" Us is a privately owned entity but still files with the
Securities and Exchange Commission as required by its debt
agreements.
The Company’s consolidated balance sheet showed $6.572 billion in
assets, $7.891 billion in liabilities, and a stockholders’
deficit of $1.319 billion as of April 29, 2017.
Toys "R" Us, Inc., and certain of its U.S. subsidiaries and its
Canadian subsidiary voluntarily filed for relief under Chapter 11
of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No. Case No.
17-34665) on Sept. 19, 2017. In addition, the Company’s Canadian
subsidiary voluntarily commenced parallel proceedings under the
Companies' Creditors Arrangement Act ("CCAA") in Canada in the
Ontario Superior Court of Justice. The Company’s operations
outside of the U.S. and Canada, including its 255 licensed stores
and joint venture partnership in Asia, which are separate entities,
are not part of the Chapter 11 filing and CCAA proceedings.
Grant Thornton is the monitor appointed in the CCAA case.
Judge Keith L. Phillips presides over the Chapter 11 cases.
In the Chapter 11 cases, Kirkland & Ellis LLP and Kirkland & Ellis
International LLP serve as the Debtors' legal counsel. Kutak Rock
LLP serves as co-counsel. Toys "R" Us employed Alvarez & Marsal
North America, LLC as its restructuring advisor; and Lazard Freres
& Co. LLC as its investment banker. It hired Prime Clerk LLC as
claims and noticing agent. A&G Realty Partners, LLC, serves as its
real estate advisor.
On Sept. 26, 2017, the U.S. Trustee for Region 4 appointed an
official committee of unsecured creditors. The Committee retained
Kramer Levin Naftalis & Frankel LLP as its legal counsel; Wolcott
Rivers, P.C. as local counsel; FTI Consulting, Inc. as financial
advisor; and Moelis & Company LLC as investment banker.
Toys "R" Us UK
Toys "R" Us Limited, Toys "R" Us, Inc.'s UK arm with 105 stores and
3,000 employees, was sent into administration in the United Kingdom
in February 2018.
Arron Kendall and Simon Thomas of Moorfields Advisory Limited, 88
Wood Street, London, EC2V 7QF were appointed Joint Administrators
on Feb. 28, 2018. The Administrators now manage the affairs,
business and property of the Company. The Administrators act as
agents only and without personal liability.
The Administrators said they will make every effort to secure a
buyer for all or part of the business.
Liquidation of U.S. Stores
Toys "R" Us, Inc., on March 15, 2018, filed with the U.S.
Bankruptcy Court a motion seeking Bankruptcy Court approval to
start the process of conducting an orderly wind-down of its U.S.
business and liquidation of inventory in all 735 of the Company’s
U.S. stores, including stores in Puerto Rico.
TRIDENT TPI: Moody's Affirms B3 CFR; Keeps Outlook Stable
---------------------------------------------------------
Moody's Investors Service affirmed the B3 Corporate Family Rating
and B3-PD Probability of Default Rating of Trident TPI Holdings,
Inc. following their announcement that the company will issue a
proposed $126 million add-on to the existing Senior Secured Bank
Credit Facilities. All instrument ratings have been affirmed and
are detailed below. The ratings outlook remains stable. The
proceeds will be used for the acquisition of two companies
(undisclosed) as well as pay fees and expenses associated with the
transaction.
Moody's took the following actions:
Outlook Actions:
Issuer: Trident TPI Holdings, Inc.
-- Outlook, Remains Stable
Affirmations:
Issuer: Trident TPI Holdings, Inc.
-- Corporate Family Rating, Affirmed B3
-- Probability of Default Rating, Affirmed B3-PD
-- Senior Secured Bank Credit Facilities, Affirmed B2 (LGD3)
-- Senior Unsecured Regular Bond/Debenture, Affirmed Caa2 (LGD5)
RATINGS RATIONALE
The affirmation of the B3 corporate family rating and stable
outlook despite the increase in pro forma leverage reflects the
projected good pro forma free cash flow and expected benefits from
completed cost saving initiatives and synergies. Additionally, free
cash flow is also expected to benefit from a reduction in one time
charges and Tekni-Plex is expected to have full availability under
its revolver at close. The proposed acquisitions increase sales in
the attractive healthcare and food end markets and do not increase
the customer concentration of sales. Although pro forma leverage is
over 7.0 times and the $60 million ABL revolver is small for the
pro forma revenue of $767 million, the company is expected to
reduce leverage through EBITDA growth and the application of free
cash flow to debt reduction over the next 12 to 18 months.
Tekni-Plex's CFR is constrained by its relatively small scale
(revenue), competitive and fragmented industry, and the lack of
contractual cost pass-throughs on the majority of business. The
company also has a concentration of sales in certain product lines
and generates approximately 33% of revenue from the top ten
customers. Pro forma leverage is also high at over 7.0 times.
Tekni-Plex benefits from a concentration of sales in relatively
stable end-markets and some long-term customer relationships. The
company has a high concentration of sales in food and beverage and
health care end markets.
The ratings could be upgraded if the company sustainably improves
credit metrics within the context of a stable operating and
competitive environment while also maintaining good liquidity.
Specifically, the ratings could be upgraded if:
* Debt/EBITDA declines below 5.5 times
* EBITDA to interest expense increases above 3.0 times
* Funds from operations to debt increases above 8.5%.
The ratings could be downgraded if credit metrics, the operating
and competitive environment and/or liquidity deteriorate or if the
company undertakes a large debt-financed acquisition. Specifically,
the ratings could be downgraded if:
* Debt/EBITDA remains above 6.0 times over the next 12-18 months
* EBITDA to interest expense declines below 2.0 times
* Funds from operations to debt declines below 6.0%.
Fitch expects Tekni-Plex to maintain good liquidity over the next
12 months. Pro forma free cash flow is projected to be positive.
The company is also expected to have full availability under its
$60 million asset-based revolver at the close of the transaction.
The revolver expires in May 2022 and is subject to a borrowing base
limitation. The peak working capital occurs in the first and fourth
calendar quarters. The revolver has a springing fixed charge
covenant of 1.0 time if availability falls below either 10% of the
commitment or $5 million. Covenant cushion is expected to be good
over the next 12 months. The term loan amortization is
approximately $8 million annually. The nearest significant debt
maturities is the revolving credit facility which expires in May
2022. All domestic assets are fully encumbered by the secured
capital structure, leaving only assets of foreign subsidiaries as a
source of alternative liquidity.
The principal methodology used in these ratings was Packaging
Manufacturers: Metal, Glass, and Plastic Containers published in
September 2015.
US FINANCIAL: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: US Financial Capital, Inc.
8600 Snowden River Pkwy, Suite 207
Columbia, MD 21045
Business Description: US Financial Capital, Inc. is a privately
held company in Columbia, Maryland engaged
in activities related to real estate.
The Company is the fee simple owner of 14
real estate properties having an aggregate
value of $1.38 million.
Chapter 11 Petition Date: March 27, 2018
Court: United States Bankruptcy Court
District of Maryland (Baltimore)
Case No.: 18-14018
Debtor's Counsel: David W. Cohen, Esq.
LAW OFFICE OF DAVID W. COHEN
1 N. Charles St., Ste. 350
Baltimore, MD 21201
Tel: (410) 837-6340
E-mail: dwcohen79@jhu.edu
Total Assets: $1.38 million
Total Liabilities: $13.92 million
The petition was signed by Ronald Talbert, chief operating
officer.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at: http://bankrupt.com/misc/mdb18-14018.pdf
Pending bankruptcy cases of affiliates:
Debtor Petition Date Case No.
------ ------------- --------
College Park Investments, LLC 9/22/17 17-22678
Stein Properties, Inc. 9/22/17 17-22680
TSC/ Nesters Landing, LLC 11/28/17 17-25913
TSC/Green Acres Road, LLC 11/28/17 17-25912
TSC/JMJ Snowden River South, LLC 10/23/17 17-24510
TSC/Mayfield, LLC 3/19/18 18-13611
VILLAGE AT LAKERIDGE: R. Rabkin Not Insider, Supreme Ct. Affirms
----------------------------------------------------------------
In the case captioned U.S. BANK NATIONAL ASSOCIATION, TRUSTEE, BY
AND THROUGH CW CAPITAL ASSET MANAGEMENT LLC, Petitioner, v. THE
VILLAGE AT LAKERIDGE, LLC, No. 15-1509 (U.S.), the U.S. Supreme
Court finds that the Court of Appeals applied the appropriate
standard in reviewing the Bankruptcy Court's determination that
Robert Rabkin did not qualify as an insider. The Supreme Court,
thus, affirms the judgment.
This case came about because the Bankruptcy Code's list of insiders
placed an obstacle in the way of respondent Lakeridge's attempt to
reorganize under Chapter 11. Lakeridge is a corporate entity which,
at all relevant times, had a single owner, MBP Equity Partners, and
a pair of substantial debts. The company owed petitioner U. S. Bank
over $10 million for the balance due on a loan. And it owed MBP
another $2.76 million. In 2011, Lakeridge filed for Chapter 11
bankruptcy. The reorganization plan it submitted placed its two
creditors in separate classes and proposed to impair both of their
interests. U. S. Bank refused that offer, thus taking a fully
consensual plan off the table. But likewise, a cramdown plan based
only on MBP's consent could not go forward. Recall that an insider
cannot provide the partial agreement needed for a cramdown plan.
And MBP was the consummate insider: It owned Lakeridge and so was
-- according to the Code's definition -- "in control" of the
debtor. The path to a successful reorganization was thus impeded,
and Lakeridge was faced with liquidation.
Unless MBP could transfer its claim against Lakeridge to a
non-insider who would then agree to the reorganization plan. So
that was what MBP attempted. Kathleen Bartlett, a member of MBP's
board and an officer of Lakeridge, approached Robert Rabkin, a
retired surgeon, and offered to sell him MBP's $2.76 million claim
for $5,000. Rabkin took the deal. And as the new holder of MBP's
old loan, he consented to Lakeridge's proposed reorganization. As
long as he was not himself an insider, Rabkin's agreement would
satisfy one of the prerequisites for a cramdown plan. That would
bring Lakeridge a large step closer to reorganizing its business
over U. S. Bank's objection.
Hence commenced this litigation about whether Rabkin, too, was an
insider. U. S. Bank argued that he qualified as a non-statutory
insider because he had a "romantic" relationship with Bartlett and
his purchase of MBP's loan "was not an arm's-length transaction."
At an evidentiary hearing, both Rabkin and Bartlett testified that
their relationship was indeed "romantic." But the Bankruptcy Court
still rejected U. S. Bank's view that Rabkin was a non-statutory
insider. The court found that Rabkin purchased the MBP claim as a
"speculative investment" for which he did adequate due diligence.
The Court of Appeals for the Ninth Circuit affirmed by a divided
vote. According to the court, a creditor qualifies as a
non-statutory insider if two conditions are met: "(1) the closeness
of its relationship with the debtor is comparable to that of the
enumerated insider classifications in [the Code], and (2) the
relevant transaction is negotiated at less than arm's length." The
majority viewed the Bankruptcy Court's decision as based on a
finding that the relevant transaction here (Rabkin's purchase of
MBP's claim) "was conducted at arm's length." That finding, the
majority held, was entitled to clear-error review, and could not be
reversed under that deferential standard. Rabkin's consent could
therefore support the cramdown plan.
The Supreme Court granted certiorari to decide a single question:
Whether the Ninth Circuit was right to review for clear error
(rather than de novo) the Bankruptcy Court's determination that
Rabkin does not qualify as a non-statutory insider because he
purchased MBP's claim in an arm's length transaction.
Application of the Ninth Circuit's arm's length legal standard
really requires what the Supreme Court previously described as a
"factual inference[ ] from undisputed basic facts." The court takes
a raft of case-specific historical facts, considers them as a
whole, balances them one against another--all to make a
determination that when two particular persons entered into a
particular transaction, they were (or were not) acting like
strangers. Just to describe that inquiry is to indicate where it
(primarily) belongs: in the court that has presided over the
presentation of evidence, that has heard all the witnesses, and
that has both the closest and the deepest understanding of the
record--i.e., the bankruptcy court.
Contrary to U. S. Bank's view, there is no apparent need to further
develop "norms and criteria," or to devise a supplemental
multi-part test, in order to apply the familiar term. So appellate
review of the arm's-length issue--even if conducted de novo--will
not much clarify legal principles or provide guidance to other
courts resolving other disputes. And that means the issue is not of
the kind that appellate courts should take over.
The Court of Appeals, therefore, applied the appropriate standard
in reviewing the Bankruptcy Court's determination that Rabkin did
not qualify as an insider because his transaction with MBP was
conducted at arm's length. A conclusion of that kind primarily
rests with a bankruptcy court, subject only to review for clear
error.
A full-text copy of the Supreme Court's Opinion dated March 5, 2018
is available at https://is.gd/vtN5FC from Leagle.com.
Gregory A. Cross, Venable LLP, gacross@venable.com, Attorneys for
Petitioner, U.S. Bank National Association, Trustee.
Daniel L. Geyser, Stris & Maher LLP -- daniel.geyser@strismaher.com
-- Attorneys for Respondent, The Village at Lakeridge, LLC.
Alan R. Smith, Attorneys for Respondent, The Village at Lakeridge,
LLC.
Noel J. Francisco, Solicitor General, United States Department of
Justice, SupremeCtBriefs@USDOJ.gov., for The United States.
About The Village at Lakeridge
The Village at Lakeridge LLC, f/k/a Magnolia Village LLC, in Reno,
Nevada, filed for Chapter 11 bankruptcy (Bankr. D. Nev. Case No.
11-51994) on June 16, 2011. The Debtor scheduled $9,480,180 in
assets and $18,957,268 in debt. Judge Bruce T. Beesley oversaw the
case. The Law Offices of Alan R. Smith, served as the Debtor's
counsel.
WALKING COMPANY: Hires Consensus Advisory as Financial Advisor
--------------------------------------------------------------
The Walking Company Holdings, Inc., and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the District of
Delaware to employ Consensus Advisory Services LLC, as financial
advisor to the Debtors.
Walking Company requires Consensus Advisory to:
a. review and analyze the Debtors' business plans and capital
needs;
b. provide strategic advice with respect to financial
structure and alternatives; and
c. review and analyze cash flows and report on the same to the
Debtors' stakeholders as required or otherwise requested by
the Debtors.
Consensus Advisory will be paid as follows:
a. Retainers. The Debtors have paid Consensus Advisory a
retainer of $50,000 on January 5, 2018, which has been
depleted in its entirety, and another retainer of $50,000,
which was paid on March 2, 2018.
b. Advisory Fees. Consensus Advisory will be paid at an hourly
rate of $425.
Consensus Advisory will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Michael A. O'Hara, chief executive officer and managing member of
Consensus Advisory Services 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.
Consensus Advisory can be reached at:
Michael A. O'Hara
CONSENSUS ADVISORY SERVICES LLC
100 River Ridge Drive, Suite 202
Norwood, MA 02062
Tel: (617) 437-6500
Fax: (617) 437-6506
About The Walking Company Holdings
The Walking Company Holdings, Inc., is the leading national
specialty retailer of high-quality, technically designed comfort
footwear and accessories, and offers a selection of premium comfort
brands including ABEO, Dansko, ECCO, Taos, and more. The Walking
Company operates 208 stores in premium malls across the nation and
the company's website http://www.thewalkingcompany.com/
On March 6, 2018, The Walking Company Holdings, Inc., along with
affiliates The Walking Company, Big Dog USA, Inc., and FootStmart,
Inc., filed voluntary petitions for relief under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 18-10474). The
cases are pending joint administration before the Honorable Laurie
Selber Silverstein.
Pachulski Stang Ziehl & Jones LLP is the Debtors' counsel.
Consensus Advisory Services LLC is the financial advisor. Kurtzman
Carson Consultants LLC is the claims and noticing agent and
administrative advisor.
Choate, Hall & Stewart LLP, led by Kevin J. Simard, Esq., and
Womble Bond Dickinson, led by Matthew P. Ward, Esq., serve as
counsel to the DIP Agent, DIP Term Agent, the Prepetition Senior
Agent, and the Prepetition Term Agent.
Irell & Manella LLP, led by Jeffrey M. Reisner, Esq., is counsel to
the Prepetition Subordinated Creditors.
WALKING COMPANY: Hires KCC as Administrative Advisor
----------------------------------------------------
The Walking Company Holdings, Inc., and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the District of
Delaware to employ Kurtzman Carson Consultants LLC, as
administrative advisor to the Debtors.
Walking Company requires KCC to:
a. assist with, among other things, solicitation, balloting,
tabulation, and calculation of votes, as well as prepare
any appropriate reports, as required in furtherance of
confirmation of any chapter 11 plan;
b. generate an official ballot certification and testify, if
necessary, in support of the ballot tabulation results for
any chapter 11 plans) in the bankruptcy case;
c. provide such other claims processing, noticing,
solicitation, balloting, and administrative services not
otherwise included in the Section 156(c) Application, as
may be requested by the Debtors from time to time.
Kurtzman Carson will be paid at these hourly rates:
Director of Solicitation $215
Solicitation Consultant $195
Senior Executive VP No charge
Consultant/Senior Consultant $65-$195
Technology Consultant $35-$70
Analyst $30-$50
KCC will be paid a retainer in the amount of $20,000.
KCC will also be reimbursed for reasonable out-of-pocket expenses
incurred.
Evan Gershbein, senior vice president of KCC, 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.
KCC can be reached at:
Evan Gershbein
KURTZMAN CARSON CONSULTANTS LLC
2335 Alaska Avenue
El Segundo, CA 90245
Tel: (310) 823-9000
About The Walking Company
The Walking Company is the leading national specialty retailer of
high-quality, technically designed comfort footwear and
accessories, and offers a selection of premium comfort brands
including ABEO, Dansko, ECCO, Taos, and more. The Walking Company
operates 208 stores in premium malls across the nation and the
company's website http://www.thewalkingcompany.com/
On March 6, 2018, The Walking Company Holdings, Inc., along with
affiliates The Walking Company, Big Dog USA, Inc., and FootStmart,
Inc., filed voluntary petitions for relief under Chapter 11 of the
United States Bankruptcy Code (Bankr. D. Del. Lead Case No.
18-10474). The cases are pending joint administration before the
Honorable Laurie Selber Silverstein.
Pachulski Stang Ziehl & Jones LLP is the Debtors' counsel.
Consensus Advisory Services LLC is the financial advisor. Kurtzman
Carson Consultants LLC is the claims and noticing agent and
administrative advisor.
Choate, Hall & Stewart LLP, led by Kevin J. Simard, Esq., and
Womble Bond Dickinson, led by Matthew P. Ward, Esq., serve as
counsel to the DIP Agent, DIP Term Agent, the Prepetition Senior
Agent, and the Prepetition Term Agent.
Irell & Manella LLP, led by Jeffrey M. Reisner, Esq., is counsel to
the Prepetition Subordinated Creditors.
WESTINGHOUSE ELECTRIC: Court Confirms Reorganization Plan
---------------------------------------------------------
Westinghouse Electric Company on March 27, 2018, obtained approval
from the U.S. Bankruptcy Court for the Southern District of New
York (the Court) of the company's plan of reorganization (the
Plan).
The Court's approval of the Plan is a significant milestone in the
company's strategic restructuring, which involves its previously
announced sale to Brookfield Business Partners L.P. The sale is
expected to close in the third quarter of 2018, subject to
customary closing conditions including, among others, regulatory
approvals.
The Plan was overwhelmingly supported by Westinghouse's creditor
constituencies.
"Confirmation of our plan of reorganization is one of the final
steps in the completion of our strategic restructuring," said Jose
Emeterio Gutierrez, Westinghouse president and chief executive
officer. "Our customers, employees, suppliers, vendors, and other
important constituencies overwhelmingly supported our plan of
reorganization. We are on track to fulfill our promise to emerge
from this strategic restructuring process as a stronger business
partner while retaining our primary focus on safety."
Weil, Gotshal & Manges LLP is Westinghouse's legal counsel,
AlixPartners LLP is acting as Westinghouse's Chief Transformation
Officer and restructuring advisor, and PJT Partners is the
investment banker to Westinghouse.
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.
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.
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.
WILL NELSON: MDM Investments Buying Memphis Property for $25K
-------------------------------------------------------------
Will J. Nelson and Hattie N. Nelson ask the U.S. Bankruptcy Court
for the Western District of Tennessee to authorize their sale of
the real property located at 394 Abel Street, Memphis, Tennessee,
more particularly described as Part of Lot Nos. 9 and Ten 10 in
Block 10 of Butler Addition Subdivision, and as further detailed in
the Quit Claim Deed recorded with the Shelby County Register of
Deeds at Instrument No. 10112521 and bearing Tax Parcel ID No.
00502200021, to MDM Investments of Memphis, LLC, for the sum of
$25,000
The Debtors own the Property. The Property is an undeveloped lot
located on the east side of Abel Street and is appraised by the
Shelby County Assessor for $3,000.
The Debtors obtained a contract for sale of the Property from the
Buyer for the sum of $25,000, with $1,000 as earnest money deposit.
The parties have entered into the Lot/Land Purchase and Sale
Agreement. Pursuant to the Agreement, the closing will be on May
5, 2018.
A copy of the Agreement attached to the Motion is available for
free at:
http://bankrupt.com/misc/Will_Nelson_137_Sales.pdf
The Debtors believe the sales price obtained reflects the current
market value, is the best sales price obtainable at this juncture,
and it is in the best interest of Debtors to sell said property.
That First Alliance Bank, the mortgage holder on said property,
does not join Debtors in this Motion, but consents to the relief
sought and approves the sale of the Property.
The Debtors file this Motion concurrently with a Motion to Approve
the Sale of 0 Abel Street (Parcel ID No. 00502200017) and pursuant
to the Agreed Order on Motion of First Alliance Bank for Relief
from the Automatic Stay and Abandonment of Property of the Estate
entered Feb. 26, 2018, the Debtors agree to tender to First
Alliance Bank the net sales proceeds of the properties and First
Alliance Bank agrees to release its lien as to the properties
conditioned upon receiving $40,000 or the net proceeds of the sale
of the two properties, whichever is greater.
The case is In re Will J. Nelson and Hattie N. Nelson (Bankr. W.D.
Tenn. Case No. 17-20831).
WILLAURA INC: Hires Thomson Brock as Accountant
-----------------------------------------------
Willaura, Inc., d/b/a Tropical Smoothie Cafe, seeks authority from
the U.S. Bankruptcy Court for the Northern District of Florida to
employ Thomson Brock Luger & Co., as accountant to the Debtor.
Willaura, Inc.requires Thomson Brock to:
-- provide tax advice and accounting services to the Debtor;
and
-- complete any necessary tax forms, including filing of tax
returns.
Thomson Brock will be paid based upon its normal and usual hourly
billing rates. The firm will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Harold Brock, Jr., partner of Thomson Brock Luger & Co., 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.
Thomson Brock can be reached at:
Harold Brock, Jr.
THOMSON BROCK LUGER & CO.
3375-G Capital Circle NE
Tallahassee, FL 32308
Tel: (850) 385-7444
About Willaura, Inc.
Willaura, Inc., filed a Chapter 11 bankruptcy petition (Bankr. N.D.
Fla. Case No. 18-40069) on Feb. 12, 2018, estimating under $1
million in both assets and liabilities. Robert C. Bruner, Esq., at
Bruner Wright, P.A., is the Debtor's counsel.
WILLIDPEWS BBQ: Hires Darby Law as Bankruptcy Counsel
-----------------------------------------------------
Willidpews BBQ Emporium, Inc., seeks authority from the U.S.
Bankruptcy Court for the District of Nevada to employ Darby Law
Practice, Ltd., as bankruptcy counsel to the Debtor.
Willidpews BBQ requires Darby Law to:
a. advise the Debtor of its rights, powers and duties as
Debtors and debtors in possession in the continued
operation of business and management of its properties;
b. take all necessary action to protect and preserve the
Debtor's estate, including the prosecution of actions on
the Debtor's behalf, the defense of any actions commenced
against the Debtor, the negotiation of disputes in which
the Debtor is involved, and the preparation of objections
to claims filed against the Debtor's estate;
c. prepare on behalf of the Debtor all necessary motions,
applications, answers, orders, reports and papers in
connection with the administration of the Debtor's estate;
d. attend meetings and negotiations with representatives of
creditors, equity holders or prospective investors or
acquirers and other parties in interest;
e. appear before the Court, any appellate courts and the
Office of the United States Trustee to protect the
interests of the Debtor;
f. pursue approval of confirmation of a plan of reorganization
and approval of the corresponding solicitation procedures
and disclosure statement; and
g. perform all other necessary legal services in connection
with the Chapter 11 case.
Darby Law will be paid based upon its normal and usual hourly
billing rates. The firm will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Kevin A. Darby, a partner at Darby Law, 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.
Darby Law can be reached at:
Kevin A. Darby, Esq.
Tricia M. Darby, Esq.
DARBY LAW PRACTICE, LTD.
4777 Caughlin Parkway
Reno, NV 89519
Tel: (775) 322-1237
Fax: (775) 996-7290
E-mail: kevin@darbylawpractice.com
tricia@darbylawpractice.com
About Willidpews BBQ Emporium
Willidpews BBQ Emporium, Inc., operates two Dickey's BBQ Pit
franchises in Reno, Nevada. Willidpews BBQ Emporium filed a
Chapter 11 bankruptcy petition (Bankr. D. Nev. Case No. 18-50140)
on Feb. 12, 2018, estimating under $1 million in assets and
liabilities. Kevin A. Darby, Esq., at Darby Law Practice, Ltd., is
the Debtor's counsel.
WILMA'S DEN: Hires Snell & Wilmer as Counsel
--------------------------------------------
Wilma's Den LLC seeks authority from the U.S. Bankruptcy Court for
the District of Arizona to employ Snell & Wilmer L.L.P., as counsel
to the Debtor.
Wilma's Den requires Snell & Wilmer to:
a. render legal advice with respect to the powers and duties
of the Debtor, which continues to manage its property as
debtor-in-possession;
b. take all necessary action to protect and preserve the
estate of the Debtor, including the prosecution of actions
on the Debtor's behalf, the defense of any actions
commenced against the Debtor, negotiations concerning all
litigation in which the Debtor is or becomes involved, and
the evaluation and objection to claims filed against the
estate;
c. prepare, on behalf of the Debtor, all necessary
applications, motions, answers, orders, reports, and papers
in connection with the administration of the estate herein,
and appear on behalf of the Debtor at all Court hearings in
connection with the Debtor's case;
d. render legal advice and perform all other legal services in
connection with the foregoing and in connection with this
chapter 11 case; and
e. perform any other services or representation that may be
necessary in the conduct of this case.
Snell & Wilmer will be paid at these hourly rates:
Christopher H. Bayley, Partner $740
Steven D. Jerome, Partner $575
James G. Florentine, Associate $255
Snell & Wilmer will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Christopher H. Bayley, a partner at Snell & Wilmer, 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.
Snell & Wilmer can be reached at:
Christopher H. Bayley, Esq.
Steven D. Jerome, Esq.
James G. Florentine, Esq.
SNELL & WILMER L.L.P.
400 E. Van Buren St., Ste. 1900
Phoenix, AZ 85004-2202
Tel: (602) 382-6000
E-mail: cbayley@swlaw.com
sjerome@swlaw.com
jflorentine@swlaw.com
About Wilma's Den
Wilma's Den LLC is a privately held company in Phoenix, Arizona,
engaged in activities related to real estate.
Wilma's Den LLC, based in Phoenix, AZ, filed a Chapter 11 petition
(Bankr. D. Ariz. Case No. 18-02233) on March 8, 2018. In the
petition signed by Keith Bierman, manager, the Debtor estimated $10
million to $50 million in assets and $1 million to $10 million in
liabilities. The Hon. Brenda K. Martin presides over the case.
Christopher H. Bayley, Esq., at Snell & Wilmer L.L.P., serves as
bankruptcy counsel.
WIT'S END RANCH: Magnetic Buying Denver Property for $3.4M
----------------------------------------------------------
Wit's End Ranch Retreat, LLC, asks the U.S. Bankruptcy Court for
the District of Colorado to authorize the sale of the real property
commonly known as 3206 Osage Street, Denver, Colorado to Magnetic
Capital, LLC, for $3,465,000, subject to overbid.
The Debtor is a single member Colorado LLC which owns two
investment properties in Colorado: the Osage Property and the
property commonly known as 254 and 290 CR 500, the Wit's End Ranch,
Bayfield, Colorado. The Debtor has, without the use of a real
estate broker, received multiple offers for the Osage Property and
other potential purchasers have expressed interest in the property.
It, mostly through its counsel, has conferred with the interested
buyers and has reviewed the offers received. The Debtor has
selected what it believes to be the highest and best offer received
to date, which the Debtor is asking be considered a stalking horse
bidder.
The Debtor has selected the proposed stalking horse bid received
from Magnetic Capital for the purchase, free and clear of all
liens, claims and encumbrances, of the Osage Property for a cash
purchase price of $3,465,000. The parties have entered into the
Stalking Horse Bidder's Contract to Buy and Sell Real Estate
(Commercial).
A review of the security interests currently encumbering the Osage
Property is generally set forth as follows:
a. A First Deed of Trust to secure a loan made by 1st Creek
Properties, LLC, secured by both the Osage Property and Ranch
Property. 1st Creek asserts an amount owed on the Petition Date of
$3,527,649.
b. A Second Deed of Trust to secure a loan held by Hisako Y.
Jordan. The Deed of Trust encumbers the Osage Property. The
amount outstanding on the loan as of the Petition Date is
approximately $120,553.
While the Debtor has from time to time utilized the services of a
commercial real estate broker to market the Osage Property, the
Debtor has determined that the current interest in the Osage
Property warrants the separate auction of that property without the
cost associated with a realtor or broker.
The Debtor has no funds or other resources to develop the Osage
Property and thus the sale of the Osage Property is the best means
of maximizing its value and the return to creditors with a floor
for bids pursuant to the Staking Horse Bid. The Stalking Horse Bid
does provide for a topping or breakup fee of $100,000 should the
Staking Horse Bidder not be the successful bidder at the auction.
The topping fee is moderate, reasonable and necessary in order to
induce a stalking horse bid to be made and to cover any due
diligence performed by the Stalking Horse Bidder.
With respect to the Osage Property, the Debtor is a party to that
certain unlawful detainer and eviction action captioned Wit's End
Ranch Retreat, LLC v. Tribe Sober Living & Re-Entry, LLC pending in
the District Court of Colorado, Denver County. The Debtor and
Tribe entered into a settlement agreement whereby Tribe will vacate
the Osage Property on March 15, 2018.
By the Motion, the Debtor is asking entry of two separate orders,
to be considered at two successive hearings. First, it asks entry
of an order approving the sale procedures to be employed in
connection with the proposed sale of the Osage Property; approving
the form and manner of notice of the proposed sale and Sale
Procedures; establishing the deadline by which parties may object
to the sale and the rejection of executory contracts and unexpired
leases; and scheduling an auction to consider competing bids for
the purchase of the Osage Property and a hearing to consider
approval of any sale.
Second, the Debtor asks entry of an order approving the sale of the
Osage Property free and clear of liens, claims, and other
encumbrances. The Sale Order would authorize and approve the
proposed sale pursuant to a Contract to Buy and Sell Real Estate
(Commercial) submitted in accordance with the Sale Procedures to
the successful competing bidder; approve the rejection of executory
contracts and unexpired leases; and to the extent not included in
any bid, the sale of the Osage Property will close within 30 days
of entry of the Sale Order.
To facilitate the orderly but expeditious sale of the Osage
Property, the Debtor asks that the Court approves its use of the
Stalking Horse Bid. 0n April 23, 2018 at 1:00 p.m., on a date and
time set by the Debtor's Counsel, an auction will be conducted of
the Osage Property. If no bids are received other than the
Stalking Horse Bid, that bid will be deemed the highest and best
bid for the Osage Property.
If other bids are made at the Auction, then the following
procedures will apply as set forth. The proposed procedures to be
employed with respect to the sale of the Osage Property to the
Successful Bidder are designed to facilitate a full and fair
process and maximize the value of the Osage Property for the
benefit of the Debtor's creditors and bankruptcy estate
.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: April 13, 2018 at 4:00 p.m.
b. Minimum Bid: The purchase price submitted by any Bidder
must be equal to or great: than the the sum of (a) the purchase
price set forth in such Stalking Horse Bid, (b) any break-up fee,
(c) any expense reimbursement all (d) the Overbid Amount.
c. Deposit: $100,000 made payable to the Debtor's counsel,
Buechler & Garber, LLC which will be maintained by Buechler &
Garber LLC in the firm's COLTAF account and, not subject to the
claims, liens, security interests or encumbrances of any party.
d. Auction: The Auction will be conducted at the offices of
Buechler & Garber, LLC at 999 18th Street, Suite 1230-South Tower,
Denver, Colorado at a date and time set by the Debtor's counsel on
or before April 30, 2018.
e. Bid Increments: $25,000
f. Sale Hearing: A hearing to approve the sale of the Osage
Property will be scheduled at the convenience of the Bankruptcy
Court as soon as is practicable after the Auction. At the Sale
Hearing, the Debtor may present any Successful Bid to the
Bankruptcy Court for approval or, in the event of any default by
any such Successful Bidder, the Back-up Bid.
g. Within three business days of the Auction, the Debtor will
file with the Court the Sale Notice.
h. Parties-in-interest will have three business days from the
filing of the Sale Notice to object to any proposed sale.
A copy of the Agreement attached to the Motion is available for
free at:
http://bankrupt.com/misc/Wits_End_129_Sales.pdf
Any sale of the Osage Property will involve the rejection of any
executory contracts and unexpired leases. The Debtor's Schedule G
shows only one contract associated with the Osage Property, the
agreement with the Tribe. The issues with the Tribe were resolved
in the FED Action. There may however be hold-over tenants who had
leases with the Tribe. To provide the purchaser of the Osage
Property with a clean slate, the Debtor is asking to reject all
unexpired leases and executory contacts associated with the Osage
Property. The Debtor is proposing to post notice of the Motion,
including the rejection of any unexpired leases or executory
contracts on the doors of each apartment in the Osage Property.
The Debtor respectfully submits that a prompt sale is in the best
interest of creditors and will maximize the amount that creditors
may realize on account of their claims in the case.
The Purchaser:
MAGNETIC CAPITAL, LLC
1414 N Wells St, #405
Chicaqo, IL 60610
Telephone: (312) 402-4029
E-mail: dan_huml@magneticap.com
The Purchaser is represented by:
Nicole Nies, Esq.
HOFFMAN CREWS NIES WAGGENER & FOSTER LLP
5350 S. Roslyn St., Suite 100
Denver, CO 80111
Telephone: (720) 974-9422
E-mail: nnies@hcnwf-law.com
About Wit's End Ranch Retreat
Glenn, Colorado-based Wit's End Ranch Retreat, LLC, sought Chapter
11 protection (Bankr. D. Colo. Case No. 17-18893) on Sept. 25,
2017, estimating under $1 million in both assets and liabilities.
Judge Joseph G. Rosania Jr. presides over the case. The Debtor
hired Buechler & Garber, LLC, as bankruptcy counsel, and Carolin
Topelson Law, LLC, as special counsel.
WOODBRIDGE GROUP: DKD Buying Cablestay Property for $15M
--------------------------------------------------------
Woodbridge Group of Companies, LLC, and its affiliated debtors, ask
the U.S. Bankruptcy Court for the District of Delaware to authorize
their Purchase Agreement with Wendy Dransfield in connection with
the sale of Cablestay Investments, LLC's real property located at
24025 Hidden Ridge Road, Calabasas, California, together with the
buildings located thereon and any other improvements and fixtures
located thereon, and any and all tangible personal property and
equipment remaining on the real property as of the date of the
closing, to DKD, LLC for $14,950,000.
A hearing on the Motion is set for April 5, 2018 at 11:00 a.m.
(ET). The objection deadline is March 29, 2018 at 4:00 p.m. (ET).
As further detailed in the Declaration of Bradley D. Sharp in
Support of Debtor's Motion to Sell 24025 Hidden Ridge Road,
Calabasas California Property, the Property consists of a single
family home situated on a 1.7 acre lot. The Seller purchased the
Property as a vacant lot in March 2015 for $4 million. The Debtors
developed the Property by constructing the Improvements thereon,
which were completed in early 2018. Having completed construction,
the Debtors have determined that selling the Property now on an "as
is" basis best maximizes the value of the Property. The Property
has not been formally listed on the multiple listings service, but
the brokerage community in the high-end neighborhood in which the
Property is situated has kept apprised of the development of the
Property in anticipation of its sale.
After multiple rounds of negotiation, the Purchaser made a best and
final, all cash offer that the Debtors believe is the highest and
otherwise best offer for the Property. In addition, the Debtors
believe that this particular Purchaser has been waiting for
construction to be completed on this Property and is paying a
reasonable price in comparison to comparable properties in the
market in which the Property is located. Accordingly, the Debtors
determined that selling the Property on an "as is" basis to the
Purchaser is the best way to maximize value of the Property.
The Debtors own over 100 desirable high-end properties, primarily
in California and Colorado. Both before and after the Petition
Dates, they've pursued potential sales of the Property in the
ordinary course of their operations. Over the six months prior to
the Petition Dates, the Debtors closed nine sales generating total
revenues of approximately $47 million, with an average sale price
of approximately $5.2 million. In addition, the Debtors recently
obtained Court approval for the sale of another property, located
at 8692 Franklin Avenue, see Docket No. 574, and their motion for
approval of the sale of another property, located at 11541 Blucher
Avenue, is pending Court approval at this time.
The Purchaser made an initial offer for the Property on Feb. 10,
2018 in the amount of $14.5 million, and the Seller responded on
Feb. 11, 2018 with a counteroffer in the amount of $15.5 million.
On Feb. 14, 2018, the Purchaser made a second offer in the amount
of $14,750,000, and on Feb. 16, 2018, the Seller responded with a
counteroffer in the amount of $15,350,000. On March 2, 2018, the
Purchaser signed the Purchase Agreement with a best and final, all
cash offer in the amount of $14,950,000, free and clear of liens,
claims, encumbrances, and other interests, which offer was set to
expire by 5:00 p.m. that day.
The Debtors believe that this purchase price provides significant
value and, accordingly, countersigned the final Purchase Agreement
on March 2, 2018. Under the Purchase Agreement, the Purchaser
agreed to purchase the Property for $14,950,000, with a $448,500
initial cash deposit and the balance of $14,501,500 to be paid in
cash as a single down payment, with no financing contingencies.
The deposit is being held by First American Title Company as escrow
agent.
In connection with the Sale of the Property, the Debtors worked
with three brokers, (i) Kyle Giese, (ii) Berkshire Hathaway Home
Service, and (iii) Compass. Giese, along with Adam Rosenfeld, who
is also a signatory to the Purchase Agreement, were affiliated with
non-debtor brokerage companies under the control of Robert Shapiro.
The Purchaser worked with Wish Sotheby's International Realty.
The Broker Agreement provides the irrevocable right to fees for the
Seller's Brokers in the amount of $411,125 in the aggregate, which
is 2.75% of the contractual sale price, which amount is further
split equally between each of the three Seller's Brokers, and for
the Purchaser's Broker in the amount of $336,375 in the aggregate,
which is 2.25% of the contractual sale price.
In the Debtors' business judgment, closing the Sale with Purchaser
pursuant to the best and final, all cash offer set forth in the
Purchase Agreement is the best way to maximize value for their
estates and is more favorable than continuing to hold and market
the Property for sale and thereby risking obtaining a lower
purchase price for the Property on less favorable terms, while
incurring additional carrying costs for the Property. The Debtors
ask authority to pay the Purchaser's Broker Fee from the proceeds
of the Sale and to hold any portion of Seller's Brokers Fee payable
to Mr. Giese or Mr. Rosenfeld pending further order of the Court.
In addition to the Broker Fees, the Seller must also satisfy
certain required costs associated with the sale and transfer of
title of the Property to comply with the Purchase Agreement. The
Other Closing Costs include, but are not limited to, recording
fees, title insurance policy costs, prorated property taxes, city
and county transfer taxes, and other items noted on the title
report for the Property. The Debtors also rely on outside vendors
for escrow and title services in connection with property sales.
In general, vendors are mutually agreed on by the applicable
Debtors and a purchaser prior to the acceptance of an offer. The
Debtors ask authority to pay or hold, as applicable, the Broker
Fees in the amounts set forth, which will not exceed an aggregate
amount of 5% of gross sale proceeds.
Absent authority to pay Other Closing Costs, the Seller will be
unable to close the Sale and receive sale proceeds. If the Seller
is unable to make these payments, the Purchaser may be entitled to
rescind the Purchase Agreement or assert other remedies that could
lead to additional and unnecessary claims. Accordingly, the
Debtors ask the ability to pay Other Closing Costs in connection
with the Sale.
All net proceeds of the Sale will be paid to the Debtors into the
general account of Debtor Woodbridge Group of Companies, LLC and
will be disbursed and otherwise treated by the Debtors in
accordance with the Final DIP Order.
The Property is subject to certain liens for the benefit of
Woodbridge Mortgage Investment Fund 3, LLC and Woodbridge Mortgage
Investment Fund 3A, LLC, which secure indebtedness of the Seller to
the Funds in connection with the purchase and improvement of the
Property. The Funds have consented to the sale of the Property
free and clear of the Fund Liens.
Finally, the Debtors ask a waiver of the notice requirements under
Bankruptcy Rule 6004(a) and the 14-day stay of any order
authorizing the use, sale, or lease of property under Bankruptcy
Rule 6004(h).
A copy of the Agreements attached to the Motion is available for
free at:
http://bankrupt.com/misc/Woodbridge_Group_762_Sales.pdf
About Woodbridge Group
Headquartered in Sherman Oaks, California, The Woodbridge Group
Enterprise -- http://www.woodbridgecompanies.com/-- is a
comprehensive real estate finance and development company. Its
principal business is buying, improving, and selling high-end
luxury homes. The Woodbridge Group Enterprise also owns and
operates full-service real estate brokerages, a private investment
company, and real estate lending operations. The Woodbridge Group
Enterprise and its management team have been in the business of
providing a variety of financial products for more than 35 years,
and have been primarily focused on the luxury home business for the
past five years. Since its inception, the Woodbridge Group
Enterprise has completed more than $1 billion in financial
transactions. These transactions involve real estate, note buying
and selling, hard money lending, and alternative financial
transactions involving thousands of investors.
Woodbridge Group of Companies and certain of its affiliates filed
Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No.
17-12560) on Dec. 4, 2017. Woodbridge estimated assets and
liabilities at between $500 million and $1 billion. The Chapter 11
cases are being jointly administered.
Judge Kevin J. Carey presides over the case.
Samuel A. Newman, Esq., Oscar Garza, Esq., Daniel B. Denny, Esq.,
Jennifer L. Conn, Esq., Eric J. Wise, Esq., Matthew K. Kelsey,
Esq., and Matthew P. Porcelli, Esq., at Gibson, Dunn & Crutcher,
LLP, and Sean M. Beach, Esq., Edmon L. Morton, Esq., Ian J.
Bambrick, Esq., and Allison S. Mielke, Esq., at Young Conaway
Stargatt & Taylor, LLP, serve as the Debtors' bankruptcy counsel.
Homer Bonner Jacobs, PA, as special counsel, Province, Inc., as
expert consultant, Moelis & Company LLC, as investment banker.
The Debtors' financial advisors are Larry Perkins, John Farrace,
Robert Shenfeld, Reece Fulgham, Miles Staglik, and Lissa Weissman
at SierraConstellation Partners, LLC. Beilinson Advisory Group is
serving as independent management to the Debtors. Garden City
Group, LLC, is the Debtors' claims and noticing agent.
Pachulski Stang Ziehl & Jones is counsel to the Official Committee
of Unsecured Creditors; and FTI Consulting, Inc., serves as its
financial advisor.
An official committee of unsecured creditors was appointed in the
Chapter 11 cases on Dec. 14, 2017. On Jan. 23, 2018, the Court
approved a settlement providing for the formation of an ad hoc
noteholder group and an ad hoc unitholder group.
WOODBRIDGE GROUP: Dransfield Buying Snowmass Property for $6M
-------------------------------------------------------------
Woodbridge Group of Companies, LLC, and its affiliated debtors ask
the U.S. Bankruptcy Court for the District of Delaware to authorize
their Purchase Agreement with Wendy Dransfield in connection with
the sale of Quarterpost Investments, LLC's real property located at
180 Saddleback Lane, Snowmass Village, Colorado, together with the
buildings and any other improvements and fixtures located thereon,
and any and all tangible personal property and equipment remaining
on the real property as of the date of the closing, for
$5,950,000.
A hearing on the Motion is set for April 5, 2018 at 11:00 a.m.
(ET). The objection deadline is March 29, 2018 at 4:00 p.m. (ET).
As further detailed in the Declaration of Bradley D. Sharp in
Support of the Debtor's Motion to Sell 180 Saddleback Lane,
Snowmass Village, Colorado Property, the Property consists of an
approximately 6,235 square foot single family home situated on a
1.34 acre lot. The Seller purchased the Real Property in November
2014 for $1,285,000.
The Debtors own over 100 desirable high-end properties, primarily
in California and Colorado. Both before and after the Petition
Dates, they've pursued potential sales of the Property in the
ordinary course of their operations. Over the six months prior to
the Petition Dates, the Debtors closed nine sales generating total
revenues of approximately $47 million, with an average sale price
of
approximately $5.2 million. In addition, the Debtors recently
obtained Court approval for the sale of another property, located
at 8692 Franklin Avenue, see Docket No. 574, and their motion for
approval of the sale of another property, located at 11541 Blucher
Avenue, is pending Court approval at this time.
The Debtors first marketed the Real Property for sale as a vacant
lot for approximately 320 days, but received no offers.
Accordingly, the Debtors developed the Property by constructing the
Improvements thereon, which were completed in early spring of 2017.
During and after construction of the Improvements, they marketed
the Property for sale as a single family home for approximately 825
days. They've determined that selling the Property now on an "as
is" basis best maximizes the value of the Property.
The Property has been marketed for over three years, and of the
four offers that the Seller received for the Property, the
Purchaser's all cash offer under the Purchase Agreement was the
highest and otherwise best. Accordingly, they determined that
selling the Property on an "as is" basis to the Purchaser is the
best way to maximize value of the Property.
On Feb. 10, 2018, the Purchaser signed the Purchase Agreement with
an all cash offer of $5,950,000, free and clear of liens, claims,
encumbrances, and other interests. The Debtors believe that this
purchase price provides significant value and, accordingly, the
Seller countersigned the final Purchase Agreement on Feb. 11, 2018.
Under the Purchase Agreement, the Purchaser agreed to purchase the
Property for $5,950,000, with a $297,500 initial cash deposit and
the balance of $5,652,500 to be paid in cash as a single down
payment, with no financing contingencies. The deposit is being
held by Commonwealth Title Company of Garfield County, Inc. as
escrow agent.
In connection with marketing the Property, the Debtors worked with
Aspen Snowmass Sotheby's International Realty, a non-affiliated
third-party brokerage company. The Broker Agreement provides
Sotheby's with the exclusive and irrevocable right to market the
Property until Aug. 5, 2018 for a fee in the amount of 6% of the
contractual sale price and authorizes Sotheby's to compensate a
cooperating purchaser's broker by contributing a share of the
Seller's Broker Fee in the amount of 3% of the purchase price to
the Purchaser's broker. The Purchase Agreement is signed by
Sotheby’s as the Seller's agent and Aspen Associates Realty as
the Purchaser's agent.
In the Debtors' business judgment, closing the Sale with Purchaser
(and paying the associated Broker Fees) pursuant to the all cash
offer set forth in the Purchase Agreement is the best way to
maximize value for their estates and is more favorable than
continuing to hold and market the Property for sale and thereby
risking obtaining a lower purchase price for the Property on less
favorable terms, while incurring additional carrying costs for the
Property.
In addition to the Broker Fees, the Seller must also satisfy
certain required costs associated with the sale and transfer of
title of the Property to comply with the Purchase Agreement. The
Other Closing Costs include, but are not limited to, recording
fees, title insurance policy costs, prorated property taxes, city
and county transfer taxes, and other items noted on the title
report for the Property. The Debtors also rely on outside vendors
for escrow and title services in connection with property sales.
In general, vendors are mutually agreed on by the applicable
Debtors and a purchaser prior to the acceptance of an offer.
Absent authority to pay Other Closing Costs, the Seller will be
unable to close the Sale and receive sale proceeds. If the Seller
is unable to make these payments, the Purchaser may be entitled to
rescind the Purchase Agreement or assert other remedies that could
lead to additional and unnecessary claims. Accordingly, the
Debtors ask the ability to pay Other Closing Costs in connection
with the Sale.
All net proceeds of the Sale will be paid to the Debtors into the
general account of Debtor Woodbridge Group of Companies, LLC and
will be disbursed and otherwise treated by the Debtors in
accordance with the Final DIP Order.
The Property is subject to certain liens for the benefit of
Woodbridge Mortgage Investment Fund 3A, LLC, which secure
indebtedness of the Seller to the Fund in connection with the
purchase and improvement of the Property. The Fund has consented
to the sale of the Property free and clear of the Fund Liens.
The Debtors ask authority to pay the Broker Fees in an amount not
to exceed an aggregate amount of 6% of gross sale proceeds by (i)
paying the Purchaser's Broker Fee in an amount not to exceed 3% of
the gross sale proceeds out of such proceeds and (ii) paying the
Seller's Broker Fee in an amount not to exceed 3% of the sale
proceeds; provided, however, that $40,000 of the Seller's Broker
Fee will be withheld by the Debtors pending investigation and
resolution of the unauthorized severance payment made to Broker
Laura Gee.
Finally, the Debtors ask a waiver of the notice requirements under
Bankruptcy Rule 6004(a) and the 14-day stay of any order
authorizing the use, sale, or lease of property under Bankruptcy
Rule 6004(h).
A copy of the Agreements attached to the Motion is available for
free at:
http://bankrupt.com/misc/Woodbridge_Group_760_Sales.pdf
About Woodbridge Group
Headquartered in Sherman Oaks, California, The Woodbridge Group
Enterprise -- http://www.woodbridgecompanies.com/-- is a
comprehensive real estate finance and development company. Its
principal business is buying, improving, and selling high-end
luxury homes. The Woodbridge Group Enterprise also owns and
operates full-service real estate brokerages, a private investment
company, and real estate lending operations. The Woodbridge Group
Enterprise and its management team have been in the business of
providing a variety of financial products for more than 35 years,
and have been primarily focused on the luxury home business for the
past five years. Since its inception, the Woodbridge Group
Enterprise has completed more than $1 billion in financial
transactions. These transactions involve real estate, note buying
and selling, hard money lending, and alternative financial
transactions involving thousands of investors.
Woodbridge Group of Companies and certain of its affiliates filed
Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No.
17-12560) on Dec. 4, 2017. Woodbridge estimated assets and
liabilities at between $500 million and $1 billion. The Chapter 11
cases are being jointly administered.
Judge Kevin J. Carey presides over the case.
Samuel A. Newman, Esq., Oscar Garza, Esq., Daniel B. Denny, Esq.,
Jennifer L. Conn, Esq., Eric J. Wise, Esq., Matthew K. Kelsey,
Esq., and Matthew P. Porcelli, Esq., at Gibson, Dunn & Crutcher,
LLP, and Sean M. Beach, Esq., Edmon L. Morton, Esq., Ian J.
Bambrick, Esq., and Allison S. Mielke, Esq., at Young Conaway
Stargatt & Taylor, LLP, serve as the Debtors' bankruptcy counsel.
Homer Bonner Jacobs, PA, as special counsel, Province, Inc., as
expert consultant, Moelis & Company LLC, as investment banker.
The Debtors' financial advisors are Larry Perkins, John Farrace,
Robert Shenfeld, Reece Fulgham, Miles Staglik, and Lissa Weissman
at SierraConstellation Partners, LLC. Beilinson Advisory Group is
serving as independent management to the Debtors. Garden City
Group, LLC, is the Debtors' claims and noticing agent.
Pachulski Stang Ziehl & Jones is counsel to the Official Committee
of Unsecured Creditors; and FTI Consulting, Inc., serves as its
financial advisor.
An official committee of unsecured creditors was appointed in the
Chapter 11 cases on Dec. 14, 2017. On Jan. 23, 2018, the Court
approved a settlement providing for the formation of an ad hoc
noteholder group and an ad hoc unitholder group.
[*] Kenneth Lewis Joins Whiteford Taylor's N.Y. Office as Partner
-----------------------------------------------------------------
Whiteford Taylor & Preston on March 27 disclosed that Kenneth M.
Lewis, an experienced
New York-based bankruptcy and restructuring attorney, has joined
the firm as a partner and will reside in the firm's newly opened
New York office.
"Ken Lewis is a longtime friend and colleague in our practice and
he has decades of experience in the New York area," said Paul
Nussbaum, Chair of Whiteford's Business Reorganizations and
Bankruptcy Litigation Group. "He is a terrific addition to our
national bankruptcy practice." Martin Fletcher, the firm's
Managing Partner, added, "We have long been active in New York.
Opening offices there is a natural development for our firm and
bankruptcy practice in particular, and also our growing
Mid-Atlantic footprint."
At Whiteford, Mr. Lewis joins a bankruptcy team that Chambers USA
describes as "[o]ne of the go-tos for any bankruptcy." With more
than 30 years of experience as a bankruptcy attorney, he has been
involved in hundreds of bankruptcy cases, representing virtually
all constituencies in bankruptcy proceedings and out-of-court
workouts. He advises public corporations, as well as small
businesses, lenders, asset purchasers, landlords, municipalities,
officers and directors, trustees, and plan administrators. He also
serves as a mediator for the U.S. Bankruptcy Court for the Southern
District of New York.
Mr. Lewis currently serves as treasurer and executive board member
of the Association of Commercial Finance Attorneys.
"It is an absolute privilege to open the firm's first New York
office," said Mr. Lewis. "I am joining a practice I already know
well, anticipate a seamless transition for my clients, and am
excited to be joining forces with some of the best bankruptcy
lawyers in the business."
In addition to Mr. Lewis, since 2015, the firm's Bankruptcy
practice has added a dozen attorneys, including: Michael J.
Roeschenthaler and Dennis R. Very in Pittsburgh, PA; Nelson C.
Cohen in Bethesda, MD; David R. Kuney in Washington, DC; and
Christopher M. Samis and L. Katherine Good in Wilmington, DE.
About Whiteford, Taylor & Preston
The over 160 attorneys at Whiteford, Taylor & Preston LLP provide a
comprehensive range of sophisticated, cost-effective business law
and litigation services to clients ranging from innovative
start-ups to middle market companies to global enterprises. Its
growing Mid-Atlantic footprint includes fifteen offices in
Delaware, D.C., Kentucky, Maryland, Michigan, New York,
Pennsylvania and Virginia.
[*] Orange Lake Country Club to Sell $603,000 in Timeshare Loans
----------------------------------------------------------------
Orange Lake Country Club, Inc., as sub-servicer of certain
defaulted timeshare loans, will hold a public auction to sell the
timeshare loans in bulk. The Auction shall take place on Friday,
April 6, 2018 commencing at 10:00 am at the lobby of 1201 Elm
Street, Suite 4600, Dallas, Texas 75270.
The outstanding principal balance of the loans comprising the
Property is approximately $603,630.23.
A minimum bid amount will be required and such amount will be
announced to interested parties 30 minutes prior to the Auction.
It is anticipated that the minimum bid amount will exceed
$472,009.86.
The Property will be conveyed via allonge(s) and one or more
unrecorded collateral assignment of mortgages/deeds of trust
without warranties of any kind and without title insurance. To
qualify to bid, an interested party must 30 minutes prior to the
Auction provide evidence satisfactory to Sub-servicer of its
ability to within 1 hour of the Auction produce cash or a cashier's
check in an amount exceeding the Estimated Minimum Purchase Price.
Information regarding the Property will be made available to
qualified bidders prior to the commencement of the Auction, and
such information will relate to the performance of the entirety of
the loan portfolio comprising the Property rather than information
regarding individual loans.
The Sub-Servicer may withdraw one or more, or all, of the loans
comprising the Property at any time through and including the time
of the Auction. The right is reserved to adjourn the day, time and
place of the Auction without further publication upon announcement
of such new day, time and/or place at the time and place.
[^] Recent Small-Dollar & Individual Chapter 11 Filings
-------------------------------------------------------
In re Beverly Hills South Pacific Surgery Center, Inc.
Bankr. C.D. Cal. Case No. 18-12857
Chapter 11 Petition filed March 15, 2018
See http://bankrupt.com/misc/cacb18-12857.pdf
represented by: Peter T. Steinberg, Esq.
STEINBERG NUTTER AND BRENT
E-mail: mr.aloha@sbcglobal.net
In re Corey Hayes
Bankr. M.D. Fla. Case No. 18-00776
Chapter 11 Petition filed March 15, 2018
Filed Pro Se
In re James A. Chandler
Bankr. N.D. Miss. Case No. 18-10973
Chapter 11 Petition filed March 15, 2018
represented by: Jeffrey A. Levingston, Esq.
LEVINGSTON & LEVINGSTON, PA
E-mail: jleving@bellsouth.net
In re CMEISELS 1252 INC.
Bankr. E.D.N.Y. Case No. 18-41444
Chapter 11 Petition filed March 15, 2018
See http://bankrupt.com/misc/nyeb18-41444.pdf
represented by: Solomon Rosengarten, Esq.
E-mail: VOKMA@aol.com
In re 10540 Van Wyck Group Corp.
Bankr. E.D.N.Y. Case No. 18-41451
Chapter 11 Petition filed March 15, 2018
See http://bankrupt.com/misc/nyeb18-41451.pdf
Filed Pro Se
In re DLS Chicken Corp d/b/a Chirping Chicken
Bankr. E.D.N.Y. Case No. 18-41455
Chapter 11 Petition filed March 15, 2018
See http://bankrupt.com/misc/nyeb18-41455.pdf
represented by: Lawrence Morrison, Esq.
MORRISON TENENBAUM, PLLC
E-mail: lmorrison@m-t-law.com
In re K P. Hunt and Kimberley D. Hunt
Bankr. M.D. Tenn. Case No. 18-01786
Chapter 11 Petition filed March 15, 2018
represented by: Jason Nathaniel King, Esq.
KIOUS, RODGERS, BARGER, HOLDER, & KIOUS
E-mail: jking@murfreesborolawyers.com
In re Atlantic Mechanical Services, LLC
Bankr. D. Conn. Case No. 18-20362
Chapter 11 Petition filed March 16, 2018
See http://bankrupt.com/misc/ctb18-20362.pdf
represented by: Joseph J. D'Agostino, Jr., Esq.
ATTORNEY JOSEPH J. D'AGOSTINO, JR., LLC
E-mail: joseph@lawjjd.com
In re 3733 97 St Corona Corp.
Bankr. E.D.N.Y. Case No. 18-41466
Chapter 11 Petition filed March 16, 2018
See http://bankrupt.com/misc/nyeb18-41466.pdf
Filed Pro Se
In re Vee Express LLC
Bankr. S.D. Tex. Case No. 18-31332
Chapter 11 Petition filed March 16, 2018
See http://bankrupt.com/misc/txsb18-31332.pdf
represented by: Otha Tyrone Carpenter, Esq.
E-mail: Saxofpraise@aol.com
In re Thomas Whittelsey
Bankr. S.D. Fla. Case No. 18-13089
Chapter 11 Petition filed March 16, 2018
represented by: Eric A Rosen, Esq.
FOWLER WHITE BURNETT, P.A.
E-mail: erosen@fowler-white.com
In re Diana E. Araujo
Bankr. D. Mass. Case No. 18-10930
Chapter 11 Petition filed March 16, 2018
represented by: Jordan L. Shapiro, Esq.
SHAPIRO & HENDER
E-mail: JSLAWMA@aol.com
In re Amir H Shafaat
Bankr. D.N.J. Case No. 18-15149
Chapter 11 Petition filed March 16, 2018
represented by: Noah M. Burstein, Esq.
E-mail: bursteinlawyer@aol.com
In re Adrian Moscogiuri
Bankr. D.N.J. Case No. 18-15172
Chapter 11 Petition filed March 16, 2018
represented by: Timothy P. Neumann, Esq.
BROEGE, NEUMANN, FISCHER & SHAVER
E-mail: timothy.neumann25@gmail.com
In re Trinity Han
Bankr. C.D. Cal. Case No. 18-10897
Chapter 11 Petition filed March 18, 2018
represented by: Michael R. Totaro, Esq.
TOTARO & SHANAHAN
E-mail: Ocbkatty@aol.com
In re John Reynolds and Jennifer Reynolds
Bankr. D.N.J. Case No. 18-15270
Chapter 11 Petition filed March 18, 2018
represented by: Timothy P. Neumann, Esq.
BROEGE, NEUMANN, FISCHER & SHAVER
E-mail: timothy.neumann25@gmail.com
In re High Freight Power, Inc.
Bankr. W.D. Ky. Case No. 18-30831
Chapter 11 Petition filed March 19, 2018
See http://bankrupt.com/misc/kywb18-30831.pdf
represented by: Marque G. Carey, Esq.
SMITH & CAREY, PLLC
E-mail: marquecarey@aol.com
In re Alpha Care Ambulance Corp.
Bankr. D.N.J. Case No. 18-15372
Chapter 11 Petition filed March 19, 2018
See http://bankrupt.com/misc/njb18-15372.pdf
represented by: Ilissa Churgin Hook, Esq.
HOOK & FATOVICH, LLC
E-mail: ihook@hookandfatovich.com
In re D & G Construction Dean Gonzalez LLC
Bankr. E.D.N.Y. Case No. 18-71833
Chapter 11 Petition filed March 19, 2018
See http://bankrupt.com/misc/nyeb18-71833.pdf
represented by: Harvey J. Cavayero, Esq.
HARVEY J CAVAYERO & ASSOCIATES
E-mail: hcavayero@aol.com
In re Igor Eric Kuvykin
Bankr. S.D.N.Y. Case No. 18-10760
Chapter 11 Petition filed March 19, 2018
represented by: Wayne M. Greenwald, Esq.
WAYNE M. GREENWALD, P.C.
E-mail: grimlawyers@aol.com
In re Auto Master Express, Inc.
Bankr. D.P.R. Case No. 18-01464
Chapter 11 Petition filed March 19, 2018
See http://bankrupt.com/misc/prb18-01464.pdf
represented by: Carlos A Ruiz Rodriguez, Esq.
LCDO. CARLOS ALBERTO RUIZ, CSP
E-mail:
carlosalbertoruizquiebras@gmail.com
In re Que Golazo, Inc.
Bankr. D.P.R. Case No. 18-01468
Chapter 11 Petition filed March 19, 2018
See http://bankrupt.com/misc/prb18-01468.pdf
represented by: Mary Ann Gandia, Esq.
GANDIA-FABIAN LAW OFFICE
E-mail: gandialaw@gmail.com
In re Frederick Scott Aldserson
Bankr. D.S.C. Case No. 18-01358
Chapter 11 Petition filed March 19, 2018
represented by: Kevin Campbell, Esq.
E-mail: kcampbell@campbell-law-firm.com
In re Abdul Noorani
Bankr. E.D. Tex. Case No. 18-40563
Chapter 11 Petition filed March 19, 2018
represented by: Eric A. Liepins, Esq.
ERIC A. LIEPINS, P.C.
E-mail: eric@ealpc.com
In re Tjarnel, Inc.
Bankr. W.D. Tex. Case No. 18-30451
Chapter 11 Petition filed March 19, 2018
See http://bankrupt.com/misc/txwb18-30451.pdf
represented by: E. P. Bud Kirk, Esq.
E-mail: budkirk@aol.com
In re Katoria Greene
Bankr. N.D. Fla. Case No. 18-40151
Chapter 11 Petition filed March 19, 2018
Filed Pro Se
In re Dewane Kent Brueske and Myla Brueske
Bankr. D. Ariz. Case No. 18-02713
Chapter 11 Petition filed March 20, 2018
represented by: Thomas Allen, Esq.
ALLEN BARNES & JONES, PLC
E-mail: tallen@allenbarneslaw.com
In re Nasrollah Gashtili
Bankr. C.D. Cal. Case No. 18-10715
Chapter 11 Petition filed March 20, 2018
represented by: Andrew Goodman, Esq.
GOODMAN LAW OFFICES, APC
E-mail: agoodman@andyglaw.com
In re Anthony McCormick
Bankr. C.D. Cal. Case No. 18-13085
Chapter 11 Petition filed March 20, 2018
represented by: Ryan A. Stubbe, Esq.
JAURIGUE LAW GROUP
E-mail: ryan@jlglawyers.com
In re Contreras Trucking, Inc.
Bankr. S.D. Cal. Case No. 18-01569
Chapter 11 Petition filed March 20, 2018
See http://bankrupt.com/misc/casb18-01569.pdf
represented by: Dolores Contreras, Esq.
CONTRERAS LAW
E-mail: dc@contreraslawfirm.com
In re Michael Ross Kersting Architecture, P.A.
Bankr. E.D.N.C. Case No. 18-01383
Chapter 11 Petition filed March 20, 2018
See http://bankrupt.com/misc/nceb18-01383.pdf
represented by: Laurie B. Biggs, Esq.
STUBBS & PERDUE, PA
E-mail: efile@stubbsperdue.com
In re Fusion Custom Trailers & Motorcoaches Inc.
Bankr. W.D.N.C. Case No. 18-30445
Chapter 11 Petition filed March 20, 2018
See http://bankrupt.com/misc/ncwb18-30445.pdf
represented by: Richard S. Wright, Esq.
MOON WRIGHT & HOUSTON, PLLC
E-mail: rwright@mwhattorneys.com
In re Fari Shady Canyon, LLC
Bankr. C.D. Cal. Case No. 18-10965
Chapter 11 Petition filed March 21, 2018
See http://bankrupt.com/misc/cacb18-10965.pdf
represented by: Michael Jones, Esq.
M JONES & ASSOICATES, PC
E-mail: mike@mjthelawyer.com
In re Dwight Gregory Stephens
Bankr. C.D. Cal. Case No. 18-13131
Chapter 11 Petition filed March 21, 2018
See http://bankrupt.com/misc/cacb18-13131.pdf
represented by: Marcus G. Tiggs, Esq.
BAYER WISHMAN & LEOTTA
E-mail: mtiggs@lawbwl.com
In re Dorel Mitrut
Bankr. S.D. Fla. Case No. 18-13263
Chapter 11 Petition filed March 21, 2018
represented by: Chad T Van Horn, Esq.
E-mail: Chad@cvhlawgroup.com
In re Pamela Christine Harrison
Bankr. N.D. Ind. Case No. 18-30423
Chapter 11 Petition filed March 21, 2018
represented by: Jay Lauer, Esq.
E-mail: jay@jaylauerlaw.com
In re New Buffalo Ventures, LLC
Bankr. E.D. Mich. Case No. 18-20524
Chapter 11 Petition filed March 21, 2018
See http://bankrupt.com/misc/mieb18-20524.pdf
represented by: Andrew D. Concannon, Esq.
SMITH BOVILL, P.C
E-mail: aconcannon@smithbovill.com
In re Universal Investments Group LLC
Bankr. E.D. Mich. Case No. 18-44006
Chapter 11 Petition filed March 21, 2018
See http://bankrupt.com/misc/mieb18-44006.pdf
represented by: Scott F. Smith, Esq.
SMITH LAW GROUP, PLLC
E-mail: smithsf.law@gmail.com
In re Massengill Family 2012 Irrevocable Trust
Bankr. E.D. Tenn. Case No. 18-11265
Chapter 11 Petition filed March 21, 2018
See http://bankrupt.com/misc/tneb18-11265.pdf
represented by: David J. Fulton, Esq.
SCARBOROUGH & FULTON
E-mail: djf@sfglegal.com
In re Merrill John Hull
Bankr. D. Wyo. Case No. 18-20171
Chapter 11 Petition filed March 21, 2018
represented by: Ken McCartney, Esq.
THE LAW OFFICES OF KEN MCCARTNEY, P.C.
E-mail: bnkrpcyrep@aol.com
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors.
Copyright 2018. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
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re-mailing and photocopying) is strictly prohibited without prior
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The TCR subscription rate is $975 for 6 months delivered via
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*** End of Transmission ***