/raid1/www/Hosts/bankrupt/TCR_Public/180606.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Wednesday, June 6, 2018, Vol. 22, No. 156
Headlines
3714 EVANS LLC: Seeks to Hire Charles R. Hayes as Counsel
3D SIGNATURES: Intends to File for Bankruptcy, Conducts Layoff
4 WEST HOLDINGS: Committee Blocks Approval of Plan Outline
461 7TH AVENUE: Seeks to Hire Sung N. Pak as Accountant
470 W 42 STREET: Hires Kimm Law as Special Counsel
733 PROSPECT: J. Suarez Files Chapter 11 Plan of Liquidation
830 THIRD AVE: Seeks to Hire Frances M. Caruso as Bookkeeper
90 WEST STREET: Delays Plan to Finalize Sale Process
ACTION TEAM: Seeks to Hire Alla Kachan as Counsel
ALEXANDRIA INVESTMENT: Sale of Alexandria Business Property Okayed
ALVIN LO OPTOMETRY: Cash Collateral Use Extended Until June 1
AMERICAN RANCH: Has Until July 10 to Exclusively File Plan
ASA LODGING: Treatment of FCB Claim Modified in Amended Plan
AUGUSTUS ENERGY: Needs More Time to Complete Sale Process
AUTO SUPPLY: Has Until June 7 to Exclusively File Plan
BALLOON INNOVATIONS: Hires James D. Key as Attorney
BAYWAY HAND: Disclosure Statement Hearing Set for July 5
BIG BEAR BOWLING: Seeks Approval on Cash Collateral Stipulation
BLACKFOOT CONSTRUCTION: Hires Haffley Taylor as Accountant
BON-TON STORES: DOJ Watchdog Directed to Appoint Ombudsman
BRANWELL INC: Wants to Continue Using Cash for Another 60 Days
BRIDGEHAMPTON STONE: Unsecureds to Receive 3.8% of Allowed Claims
BRONCO BOWLING: Seeks to Hire Maxwell Dunn as Counsel
CC CARE LLC: Has Until Oct. 31 to Exclusively File Plan
CCS ONCOLOGY: Eighth Emergency Cash Collateral Order Entered
CCS ONCOLOGY: Patient Care Ombudsman Files 2nd Report
CENTRO CRISTIANO: Hires D. Max Gardner as Attorney
CENVEO INC: Deal Reached with Key Stakeholders on Exit Plan
CHATEAU VILLABOIS: Seeks to Hire Troutman Law as Attorney
CHESS EMPORIUM: Hires Allan D. NewDelman as Counsel
CHRESTOTES INC: Asks Court to Approve Amended Plan Outline
CJ MICHEL INDUSTRIAL: Judge Authorized Cash Collateral Use
CLA PROPERTIES: Exclusive Plan Filing Period Extended to Aug. 31
COLONIAL MEDICAL: Seeks Sept. 17 Plan Filing Period Extension
COLOR SPOT: June 5 Meeting Set to Form Creditors' Panel
CORNBREAD VENTURES: June 27 Approval Hearing on Disclosures
CORRECT CLAIM: Exclusive Plan Acceptance Period Extended to Oct. 4
CROSSROADS MARKET: Hires Carleen and Carleen as Accountant
CYCLONE CATTLE: Hires McGrath North as Special Counsel
D-M-B CORPORATION: 1828 Realty Buying Camden Property for $1.3M
DAVID'S BRIDAL: Bank Debt Trades at 11.58% Off
DIGICEL INTERNATIONAL: Bank Debt Trades at 3% Off
DRULEYSOUTH INC: Seeks Authority on Continued Cash Collateral Use
ECS REFINING: Trustee Seeks Access to SummitBridge Cash Collateral
ELEMENTS BEHAVIORAL: Hires Donlin Recano as Claims Agent
EMC GROUP: Unsecured Creditors to be Paid 60% Over Five Years
ENDURO RESOURCE: Authorized to Use Cash Collateral on Interim Basis
ENDURO RESOURCE: Sets Procedures for All Assets
ENDURO RESOURCE: Taps Kurtzman Carson as Administrative Advisor
ESBY CORP: July 18 Disclosure Statement Hearing
ESCALERA RESOURCES: 31 Group Buying Madden Assets for $20K
EVAN JOHNSON: Exclusive Plan Filing Deadline Extended for 60 Days
FIRST NBC: Hearing on Disclosure Statements Continued to Aug. 3
FIRST RIVER: Cozy Coastal Buying Robstown Property for $375K
FOX PROPERTY: Plan Exclusivity Period Extended Through Aug. 17
GERARD BOEH: Court Confirms Amended Plan of Reorganization
GETTY IMAGES: Bank Debt Trades at 3.29% Off
GIBSON BRANDS: Committee Taps FTI Consulting as Financial Advisor
GIBSON BRANDS: Gets Final Court Approval for $135M DIP Financing
GIBSON BRANDS: Seeks to Hire A&M, Appoint CRO
GIBSON BRANDS: Taps Bates & Bates as Special IP Counsel
GIBSON BRANDS: Taps Jefferies as Investment Banker
GLOVER CORPORATION: Case Summary & 20 Largest Unsecured Creditors
GTO EQUIPMENT: Hires Dougherty & Guenther as Counsel
HAGGEN HOLDINGS: D. Abbott Named Mediator for Mondelez Case
HAGGEN HOLDINGS: I. Bifferato Named Mediator for Bon Suisse Case
HAGGEN HOLDINGS: I. Bifferato Named Mediator for Peggs Case
HAGGEN HOLDINGS: I. Bifferato Named Mediator for Reser's Case
IF STUDIOS: Seeks to Hire Havens & Associates as Attorney
INDUSTRIAL STRENGTH: U.S. Trustee Unable to Appoint Committee
ITRANSPORT & LOGISTICS: Has Final Approval on Cash Collateral Use
J3 GRADING AND HAULING: Hires David Ruff as Counsel
J3 GRADING: Unsecured Creditors to Recoup 10% Over 50 Months
JC PENNEY: Bank Debt Trades at 6.00% Off
JET SERVICES INC: Court OK's Plan Outline; July 17 Plan Hearing
KEAST ENTERPRISES: Hires McGrath North as Special Counsel
KIKO USA: Has Until Aug. 9 to Exclusively File Plan
KINGDOM MEDICINE: PNC Prohibits Continued Use of Cash Collateral
L.S. RESTAURANT: Seeks to Hire Maxwell Dunn as Counsel
LIGHTSQUARED INC: Bank Debt Trades at 19.25% Off
LNB-015-13 LLC: Given Until July 14 to File an Amended Plan
MARKPOL DISTRIBUTORS: Sixth Interim Cash Collateral Order Entered
MARSH SUPERMARKETS: Has Until Sept. 5 to Exclusively File Plan
NATURE'S BOUNTY: Bank Debt Trades at 16% Off
NEW ENGLAND CONFECTIONERY: Sweetheart Candy Acquires Business
NIGHTHAWK ROYALTIES: Gets Nod on Interim Cash Collateral Use
NIKING PROPERTIES: U.S. Trustee Unable to Appoint Committee
PETROLEUM GEO-SERVICES: Bank Debt Trades at 3.50% Off
PORT WASHINGTON: U.S. Trustee Unable to Appoint Committee
PRIME HOTEL: Parties to Mutually Agree on Exclusivity Extension
QUALITY PRIMARY CARE: Second Interim Cash Collateral Order Entered
REAL ALLOY: Sold to Noteholders, Business Exits Chapter 11
ROBERT T. WINZINGER: Interim Cash Collateral Use Extended to July
ROSETTA GENOMICS: Intends to File Bankruptcy Protection in U.S.
SAGE GROUP: Seeks Authorization to Use Cash Collateral
SANDY CREEK: Bank Debt Trades at 15% Off
SEARS HOLDINGS: Obtains $186 Million Funding from JPP Lenders
SERTA SIMMONS: Bank Debt Trades at 10.37% Off
SILVERVIEW LLC: Seeks Court Approval of Cash Collateral Stipulation
SKILLSOFT CORP: Bank Debt Trades at 18.55% Off
SOUTHEASTERN GROCERS: Completes Restructuring, Exits Chapter 11
SOUTHEASTERN GROCERS: Piggly Wiggly Independent Owners Buy Stores
SOUTHEASTERN STUD: 11th Circuit Affirms K. Whaley Conviction
STERLING ENTERTAINMENT: Custodian, Law Firm Object to Plan Outline
STEWART DUDLEY: Magnify Trustee's Sale of Condo Unit 2227 Approved
TAKATA CORP: Special Master Launches Airbag Compensation Program
TOYS R US: Bank Debt Trades at 20% Off
TOYS R US: Liquidation Sale at Wayne, New Jersey HQ Begins
TREATMENT CENTER: DOJ Watchdog Appoints S. Zervoudakis as PCO
TSC/JMJ SNOWDEN: Junior Secured Lender's Allowed Claim Reduced
US OIL: Receiver's Sale of All Assets to USO (Utah) for $9M Okayed
VENT ALARM: August 8 Plan Confirmation Hearing
VER TECHNOLOGIES: Plan Confirmation Hearing Set for July 13
VIP RESORT: Exclusive Plan Filing Period Extended Through July 26
WEST TEXAS RENAL: Suit Against San Angelo Medical Revived
WILMINGTON VICTORVILLE: May Use Cash Collateral on Interim Basis
WOODBRIDGE GROUP: Selling Carbondale Property for $1.86M
WOODBRIDGE GROUP: Selling Carbondale Property for $895K
WOODBRIDGE GROUP: Selling Donnington's Basalt Property for $610K
WOODBRIDGE GROUP: Selling Lilac's Sherman Oaks Property for $670K
WOODBRIDGE GROUP: Selling Seven's Glenwood Springs Properties
[*] Beard Group 25th Annual Distressed Investing Conference Nov. 26
[*] Claims Trading Report for May 2018
[*] Eight Attorneys Join Polsinelli's New Seattle Office
[*] PBGC Says Multiemployer Program Facing Insolvency by 2025
*********
3714 EVANS LLC: Seeks to Hire Charles R. Hayes as Counsel
---------------------------------------------------------
3714 Evans, LLC, seeks authority from the U.S. Bankruptcy Court for
the Middle District of Florida to employ The Law Office of Charles
R. Hayes, P.A., as counsel to the Debtor.
3714 Evans, LLC requires Charles R. Hayes to represent the Debtor
and provide legal services in the Chapter 11 bankruptcy
proceedings.
Charles R. Hayes will be paid at the hourly rate of $350.
Charles R. Hayes received from the Debtor a retainer in the amount
of $1,000, of which $525 was used for prepetition fees and
expenses, leaving a retainer of $475.
Charles R. Hayes will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Charles R. Hayes, partner of The Law Office of Charles R. Hayes,
P.A., assured the Court that the firm is a "disinterested person"
as the term is defined in Section 101(14) of the Bankruptcy Code
and does not represent any interest adverse to the Debtor and its
estates.
Charles R. Hayes can be reached at:
Charles R. Hayes, Esq.
LAW OFFICE OF CHARLES R. HAYES, P.A.
2590 Northbrooke Plaza Drive, Suite 303
Naples, FL 34119
Tel: (239) 431-7619
Fax: (239) 431-7665
E-mail: chayespa@gmail.com
About 3714 Evans, LLC
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)).
The Debtor sought protection under chapter 11 of the Bankruptcy
Code (Bankr. M.D. Fla. Case No. 18-00852) on Feb. 5, 2018, with
estimated assets of $100,000 to $500,000 and estimated liabilities
of $1 million to $10 million. The petition was signed by Kenneth
Berdick, principal.
The Debtor is represented by Charles R. Hayes, Esq. of the Law
Office of Charles R. Hayes, P.A.
3D SIGNATURES: Intends to File for Bankruptcy, Conducts Layoff
--------------------------------------------------------------
3D Signatures Inc. (DXD) (otcqb:TDSGF) (3D0), a personalized
medicine company with a proprietary software platform (TeloViewTM)
based on the three-dimensional analysis of chromosomal signatures,
on May 31 announced its intention to assign itself into bankruptcy
under the Bankruptcy and Insolvency Act (the "BIA") and the layoff
of its employees and contractors.
As a research and development stage company, 3DS is primarily
dependent on funding from investors to continue as a going concern.
While 3DS has been successful in reducing its overall cost
structure, it has been unable to secure the additional financing
required to fund its operations. As a result, the Company intends
to assign itself into bankruptcy under the BIA. In addition, the
Company has conducted a layoff of its employees and contractors.
Subsequent to the filing of the assignment into bankruptcy, the
Licensed Insolvency Trustee may request certain key employees to
provide assistance with its administration. The Board of Directors
of 3DS has not resigned and will cooperate fully with the Licensed
Insolvency Trustee once they are retained in accordance with the
resolution passed by the Board of Directors on May 30, 2018.
Third Quarter Financial Summary
The Company significantly reduced its cash monthly burn rate and
recorded a net loss of $920,758 ($0.01 per Common Share) for the
three months ended March 31, 2018 compared to $2,171,822 ($0.04 per
Common Share) for the three months ended March 31, 2017.
As at March 31, 2018, the Company had cash resources of $618,411
compared to $1,200,395 as at June 30, 2017 and $2,552,822 at March
31, 2017. As at March 31, 2018 the Company had working capital of
$390,689 compared to working capital of $1,329,408 as at June 30,
2017 and $3,215,197 at March 31, 2017.
The Company's financial statements and management's discussion and
analysis are available on www.sedar.com.
About 3DS
3DS (DXD) (otcqb:TDSGF) (3D0) -- http://www.3dsignatures.com/-- is
a personalized medicine company with a proprietary software
platform, TeloView(TM), that is designed to predict the course of
certain diseases and to tailor treatment options for the individual
patient. The technology is based on the three-dimensional analysis
of telomeres, the protective caps at the ends of chromosomes. 3DS'
TeloView(TM) software platform measures the organization of the
genome and its correspondence to; the stage of a given disease, the
rate of progression of the disease, how different diseases will
respond to various therapies, and a drug's efficacy and toxicity.
3DS' proprietary imaging software is designed to go beyond
identifying whether a patient suffers from a specific disease or
condition. Instead, the TeloView [TM] platform is designed to
inform clinicians and patients with respect to how to personalize
treatment and best manage an individual's disease based on their
unique TeloView Score [TM] .
4 WEST HOLDINGS: Committee Blocks Approval of Plan Outline
----------------------------------------------------------
The Official Committee of Unsecured Creditors filed an objection
and reservation of rights to 4 West Holdings, Inc. and affiliates'
disclosure statement for their joint plan of reorganization.
The Committee complains that the Disclosure Statement should not be
approved for two principal reasons: (i) the Debtors' proposed Joint
Plan of Reorganization is patently unconfirmable; and (ii) the
disclosure statement lacks adequate information with respect to
several material aspects of the Plan such that creditors cannot
make an informed voting decision with respect to the Plan. The
infirmities in the Disclosure Statement and Plan are substantial
and should be addressed as soon as practicable (i.e. at the hearing
on the Disclosure Statement). The Committee respectfully submits
that proceeding to a confirmation hearing with such a patently
unconfirmable plan and inadequate Disclosure Statement would be a
waste of estate resources.
The Committee further submits the Settlement Agreement, approved in
connection with the Court's Order (I) Approving Amended Settlement
Agreement and (II) Granting Related Relief is not final, and,
therefore, not yet effective. Moreover, the Committee filed a
Notice of Appeal of the 9019 Settlement Order on May 18, 2018,
thereby divesting the Court of jurisdiction over the issues on
appeal, including those issues that impact, interfere with or
effectively circumvent the Appeal. Because the 9019 Settlement
Order, the Settlement Agreement and Form OTA are so inexorably
interconnected and intertwined with the Disclosure Statement, Plan
and RSA, the Committee submits the Disclosure Statement should be
denied, pending the entry of a final, non-appealable order
approving the 9019 Settlement Order and Settlement Agreement.
Additionally, to the extent the Disclosure Statement is approved
for solicitation, the Committee respectfully requests it be
permitted to provide a letter as an enclosure to the Disclosure
Statement reflecting the Committee’s views as described in this
Objection and Reservation of Right, including the right to make a
recommendation to vote to reject the Plan.
The Court should defer consideration of the Disclosure Statement
until such time as the Debtors remove all non-confirmable elements
from the Disclosure Statement and proposed Plan, file all exhibits
contemplated by the Disclosure Statement, supplement the Disclosure
Statement with sufficient material information, and all parties
have had an opportunity to review the additional information.
A copy of the Committee's Objection is available at:
http://bankrupt.com/misc/txnb18-30777-11-413.pdf
The Troubled Company Reporter previously reported that the Debtors
or Distribution Trust, as applicable, will make distributions under
the Plan, with (1) the Plan Sponsor Consideration; (2) the Debtors'
encumbered and unencumbered Cash on hand, including the Accounts
Receivable; and (3) the General Unsecured Claims Cash Amount, as
provided under the Plan. The Distribution Trust Assets will be used
to pay Allowed Administrative Claims, Allowed Professional Fee
Claims, Allowed Priority Tax Claims, Allowed Other Priority Claims
and all Allowed Claims in Classes 2 and 3 (in the event the
collateral is not returned to the Allowed Secured Tax Claim holder
or Allowed Other Secured Claim holder).
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/txnb18-30777-11-22.pdf
Counsel to the Official Committee of Unsecured Creditors:
Louis R. Strubeck, Jr.
Ryan E. Manns
Norton Rose Fulbright US LLP
2200 Ross Avenue, Suite 3600
Dallas, TX 75201-7932
Telephone: (214) 855-8000
Facsimile: (214) 855-8200
Email: louis.strubeck@nortonrosefulbright.com
ryan.manns@nortonrosefulbright.com
-and-
Francis J. Lawall (admitted pro hac vice)
Pepper Hamilton LLP
3000 Two Logan Square
18th and Arch Streets
Philadelphia, PA 19103-2799
Telephone: 215-981-4481
Facsimile: 215-981-4750
E-mail: lawallf@pepperlaw.com
-and-
Donald J. Detweiler (admitted pro hac vice)
Joanna J. Cline (admitted pro hac vice)
Pepper Hamilton LLP
Hercules Plaza, Suite 5100
1313 N. Market Street
Wilmington, DE 19899-1709
Telephone: (302) 777-6500
Facsimile: (302) 421-8390
E-mail: detweild@pepperlaw.com
clinej@pepperlaw.com
About 4 West Holdings
4 West Holdings, Inc., et al. -- http://www.orianna.com/-- are
licensed operators of 41 skilled nursing facilities and manage one
skilled nursing facility located in seven states: Georgia, Indiana,
Mississippi, North Carolina, South Carolina, Tennessee and
Virginia. In addition, one of related entity, Palladium Hospice and
Palliative Care, LLC f/k/a Ark Hospice, LLC, provides hospice and
palliative care services at certain of the Facilities and other
third party locations. They employ approximately 5,000 people,
including but not limited to, nurses, nursing assistants, social
workers, regional directors and supervisors.
4 West Holdings, Inc. and 134 of its affiliates and subsidiaries
filed voluntary petitions in the United States Bankruptcy Court for
the Northern District of Texas in Dallas seeking relief under the
provisions of Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D.
Tex. Lead Case No. 18-30777) on March 6, 2018 , with a
restructuring plan that contemplates the transfer of 22 facilities
to new operations.
The Debtors continue to operate their businesses and manage their
properties as debtors-in-possession. 4 West Holdings estimated $10
million to $50 million in assets and $50 million to $100 million in
liabilities as of the filing.
The Hon. Harlin DeWayne Hale is the case judge.
The Debtors tapped DLA Piper LLP (US) as bankruptcy counsel;
Houlihan Lokey as investment banker; Crowe Horwath LLP as financial
advisor; Ankura Consulting Group, LLC, as interim management
services provider; and Rust Consulting/Omni Bankruptcy as claims
agent.
461 7TH AVENUE: Seeks to Hire Sung N. Pak as Accountant
-------------------------------------------------------
461 7th Avenue Market, Inc., seeks authority from the U.S.
Bankruptcy Court for the Southern District of New York to employ
Sung N. Pak, CPA, PC, as accountant to the Debtor.
461 7th Avenue requires Sung N. Pak to:
a. reconcile bank statements;
b. prepare financial statements and tax returns for the
current periods;
c. assist the Debtor in the preparation of monthly operating
and cash flow statements as required by the rules of the
Bankruptcy Court;
d. assist the Debtor in cash projections and its plan of
reorganization and disclosure statement.
Sung N. Pak will be paid at these hourly rates:
CPA time $350
Accounting time $150
Sung N. Pak will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Sung N. Pak, a principal of Sung N. Pak, CPA, PC, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estates.
Sung N. Pak can be reached at:
Sung N. Pak
SUNG N. PAK, CPA, PC
261 West 35th Street, Suite 1100
New York, NY 10001
Tel: (212) 760-2338
About 461 7th Avenue Market
461 7th Avenue Market, Inc., filed a Chapter 11 bankruptcy petition
(Bankr. S.D.N.Y. Case No. 18-22671) on May 3, 2018. The Debtor
hired Kurtzman Matera, P.C., as counsel; and Kimm Law Firm, as
special counsel.
470 W 42 STREET: Hires Kimm Law as Special Counsel
--------------------------------------------------
470 W 42 Street Gourmet Food Inc. d/b/a Treehaus, has filed a
revised application with the U.S. Bankruptcy Court for the Southern
District of New York seeking approval to hire Kimm Law Firm, as
special counsel to the Debtor.
470 W 42 Street requires Kimm Law to:
-- provide legal services with respect to the Lease over its
premises located at 470 West 42 Street, New York, New York,
specifically, a proposed renegotiation thereof and any
litigation pertaining to construction of the leasehold and
matters stemming therefrom, as may be necessary to assist,
but certainly not duplicate, the services of general
counsel to this Debtor; and
-- provide the Debtor with advice relating to the amendment of
the store lease and, as it concerns construction of the
premises, advice and litigation services as deemed
appropriate by the Debtor.
Kimm Law will be paid at these hourly rates:
Partners $500
Associates $250
Paralegals $60
Kimm Law will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Michael S. Kimm, managing attorney of Kimm Law Firm, 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.
Kimm Law can be reached at:
Michael S. Kimm, Esq.
KIMM LAW FIRM
333 Sylvan Avenue, Suite 106
Englewood Cliffs, NY 07632
Tel: (201) 569-2880
About 470 W 42 Street Gourmet Food
470 W 42 Street Gourmet Food Inc., doing business as Treehaus, is a
retail food store licensed by New York State Department of
Agriculture and Markets. Its substantial assets are located at 470
W. 47th Street, New York, New York 10036.
470 W 42 Street Gourmet Food filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 17-12801) on Oct. 5, 2017. The petition was
signed by Michael C. Park, the Debtor's senior manager, president
and 60% shareholder. At the time of filing, the Debtor disclosed
$70,000 in assets and $3.82 million in liabilities.
Judge Sean H. Lane presides over the case.
Rosemarie E. Matera, Esq., at Kurtzman Matera, P.C., is the
Debtor's bankruptcy counsel. Kimm Law Firm is the special
counsel.
733 PROSPECT: J. Suarez Files Chapter 11 Plan of Liquidation
------------------------------------------------------------
Jose Suarez filed with the U.S. Bankruptcy Court for the Southern
District of New York a disclosure statement explaining his plan of
liquidation, dated May 11, 2018, for Debtor 733 Prospect Realty
Service Corp.
The Proponent has entered into a contract of sale for the Bronx,
New York Property with Sultan Equities, LLC (the "Buyer") for
$2,500,000. The offer was made with no financing contingency. The
Buyer made an offer months ago that was conveyed to the Debtor but
was not accepted. The Buyer is wholly unrelated to the Debtor or
the Shareholders. Both the Buyer and the Broker acknowledge that
their contracts are subject to the Bankruptcy Court’s approval.
Morever, the Buyers agree that the Bankruptcy Court may require any
sale of the Property to be subject to higher and better offers.
Class 8 under the plan consists of the general unsecured creditors.
This class will be paid in full on the Effective Date.
As soon as practicable after the Effective Date, the Plan
Administrator will sell the Property of the Debtor. The Proponent
has engaged the Real Estate Broker that has obtained an offer to
purchase the Property pursuant to the Plan and the Proponent has
executed a contract of sale dated May 8, 2018, that is subject to
the Court's approval. Pursuant to an agreement executed by the
Proponent with the Real Estate Broker, the Proponent has agreed to
pay the Real Estate Broker a 6% percent commission from the
proceeds of the sale of the Property. If the Court requires the
Debtor to sell the Property pursuant to public sale, the Plan
Administrator will obtain the entry of an order authorizing bidding
procedures and the Property will be sold before the Court. The
Court's entry of the Confirmation Order will constitute approval of
the sale of the Property.
The Plan will be funded by the proceeds of the sale of the
Property, all other Assets in the Debtor's possession, and any
recoveries of Causes of Action and Avoidance Actions.
A copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/nysb17-10957-44.pdf
About 733 Prospect Realty Service Corp.
733 Prospect Realty Service Corp. owns an apartment building
located at 733 Prospect Avenue, Bronx, New York. The Debtor sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y.
Case No. 17-10957) on April 10, 2017. The petition was signed by
Jose E. Suarez, vice-president of the Debtor.
At the time of the filing, the Debtor disclosed $2 million in
assets and $1.17 million in liabilities.
830 THIRD AVE: Seeks to Hire Frances M. Caruso as Bookkeeper
------------------------------------------------------------
830 Third Avenue Gourmet Inc. d/b/a Treehaus, seeks authority from
the U.S. Bankruptcy Court for the Southern District of New York to
employ Frances M. Caruso, as bookkeeper to the Debtor.
830 Third Avenue requires Frances M. Caruso to:
a. prepare and review monthly operating statements and other
financial reports or statements required by the Court of
the Office of the U.S. Trustee, the Bankruptcy Code, the
Bankruptcy Rule or otherwise deemed to be necessary or
beneficial to the Debtor and its estate; and
b. render such other financial assistance or services as may
be necessary in the Chapter 11 case.
Frances M. Caruso will be paid at the hourly rate of $50. He will
be paid a retainer in the amount of $1,000, and will also be
reimbursed for reasonable out-of-pocket expenses incurred.
Frances M. Caruso 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.
About 830 Third Avenue Gourmet
830 Third Ave Gourmet Inc. d/b/a Treehaus --
http://www.treehausnyc.com/-- is a restaurant in New York whose
specialties include leg of lamb, bone marrow steak, and burgers and
sandwiches. Treehaus offers American cuisine options with a French
modernist twist.
830 Third Ave Gourmet Inc., based in New York, NY, filed a Chapter
11 petition (Bankr. S.D.N.Y. Case No. 18-11280) on May 2, 2018.
The Hon. Martin Glenn presides over the case. Douglas J. Pick,
Esq., at Pick & Zabicki LLP, serves as bankruptcy counsel. In the
petition signed by Chung Hyuk Ahn, president, the Debtor disclosed
$66,611 in assets and $4.97 million in liabilities.
90 WEST STREET: Delays Plan to Finalize Sale Process
----------------------------------------------------
90 West Street LLC asks the U.S. Bankruptcy Court for the Eastern
District of New York to extend the Debtor's exclusive periods to
file a plan of reorganization and solicit acceptances thereto for
90 days from May 30, 2018 and July, 30 2018, respectively, to Aug.
28, 2018 and Oct. 29, 2018, respectively.
A hearing will be held on June 21, 2018 at 2:30 p.m. to consider
the Debtor's extending the Debtor's exclusive periods for 90 days.
The Debtor is negotiating for an auction sale of its real property
using a stalking horse buyer. The sale is complicated by the need
to coordinate with the sale of non-debtor property, including the
Woodbriar Nursing Home Facility, which is currently being overseen
by a state court Receiver, and the Grosvenor Nursing Home Facility
and related real property located in Salem, Massachusetts
While substantial progress has been made by the Debotr, the Lender,
Oxford Finance LLC, and the Receiver on the terms of the sale and
the drafting of an asset purchase agreement for stalking horse
offer, the Debtor is not yet ready to propose a plan of
reorganization.
While the Debtor believes that it is unlikely that any other person
or party will seek to file a plan, maintaning an orderly process is
necessary, and the Debtor is concerned that the case could become
unsettled without an extension of both exclusive periods.
About 90 West Street
90 West Street LLC is a privately-held company in Brooklyn, New
York, engaged in activities related to real estate. It owns the
real property occupied by its affiliate Woodbriar Health Center
LLC, which operates a nursing home facility located at 90 West
Street, Wilmington, Massachusetts.
The company, together with WHC, was organized in March 2015 to
acquire the facility for $22 million. The acquisition included
both the real property on which the facility is located and the
nursing home itself. 90 West Street is related to Keen Equities,
which sought bankruptcy protection on Nov. 12, 2013 (Bankr.
E.D.N.Y. Case No. 13-46782).
90 West Street sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. E.D.N.Y. Case No. 18-40515) on Jan. 30, 2018. In the
petition signed by Y.C. Rubin, chief restructuring officer, the
Debtor estimated assets and liabilities of $1 million to $10
million.
Judge Carla E. Craig presides over the case.
90 West Street tapped Goldberg Weprin Finkel Goldstein LLP as its
legal counsel.
ACTION TEAM: Seeks to Hire Alla Kachan as Counsel
-------------------------------------------------
Action Team Inc., seeks authority from the U.S. Bankruptcy Court
for the Eastern District of New York to employ the Law Offices of
Alla Kachan, P.C., as counsel to the Debtor.
Action Team requires Alla Kachan to:
a. assist the Debtor in administering the bankruptcy case;
b. make such motions or take such action as may be appropriate
or necessary under the Bankruptcy Code;
c. represent the Debtor in prosecuting adversary proceedings
to collect assets of the estate and such other actions as
the Debtor deem appropriate;
d. take such steps as may be necessary for the Debtor to
marshal and protect the estate's assets;
e. negotiate with the Debtor's creditors in formulating a plan
of reorganization for the Debtor in the bankruptcy case;
f. draft and prosecute the confirmation of the Debtor's plan
of reorganization in the bankruptcy case; and
g. render such additional services as the Debtor may require
in the bankruptcy case.
Alla Kachan will be paid at these hourly rates:
Attorneys $325
Paraprofessionals $175
On April 30, 2018, Nison Shalumov, out of her personal funds, paid
Alla Kachan a retainer of $15,000. The amount of $5,000 out of the
retainer was used for prepetition services, leaving a balance of
$10,000.
Alla Kachan will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Alla Kachan, a partner at the Law Offices of Alla Kachan, P.C.,
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.
Alla Kachan can be reached at:
Alla Kachan, Esq.
LAW OFFICES OF ALLA KACHAN, P.C.
3099 Coney Island Avenue
Brooklyn, NY 11235
Tel: (718) 513-3145
About Action Team Inc.
Action Team Inc., filed a Chapter 11 bankruptcy petition (Bankr.
E.D.N.Y. Case No. 18-42728) on May 10, 2018, estimating under $1
million in assets and liabilities. The Debtor is represented by
Alla Kachan, Esq., at the Law Offices of Alla Kachan, P.C.
ALEXANDRIA INVESTMENT: Sale of Alexandria Business Property Okayed
------------------------------------------------------------------
Judge John W. Kolwe of the U.S. Bankruptcy Court for the Western
District of Louisiana authorized Alexandria Investment Group, LLC's
sale of (i) the tract of land which includes approximately 11
acres, bearing the municipal addresses 2225 and 2301 N. MacArthur
Drive, Alexandria, Louisiana, including all improvements located
thereon, including the Baymont Inn & Suites and Alexandria
Convention Center, and all furniture, fixtures, and equipment
therein at auction; and (ii) business records, employee records,
billing records, financial statements, licenses, and goodwill
("Other Business Assets"), at auction.
The sale is sale free and clear of all claims, liens, interests and
encumbrances, insofar as Red River Bank does not oppose the sale
process of its collateral as proposed in the Motion, and its
interest can be legally satisfied with a cash payment.
The Other Business Assets does not include the Franchise Agreement
between the Debtor and Baymont Franchise Systems, inc. ("BFS")
dated Dec. 29, 2015, and the Purchaser will not acquire any rights
to, or ownership in, the Franchise Agreement pursuant to the Order,
nor will it acquire any rights to use or display BFS' protected
intellectual property, including the Baymont ® Marks and the
Baymont ® System or to continue operations as a Baymont® guest
lodging facility.
The Purchaser may negotiate with BFS with respect to continuing
operations and/or the possible conversion of the Facility to
another related brand, however, any authority to conduct continued
operations, or to convert the Facility to a related brand is
contingent upon the consent of, and an agreement with, BFS and/or
any applicable related entity, which consent and/or agreement is
subject to the sole discretion of BFS and/or said related
entity(ies).
Any sale of the aforementioned property will occur: (i) without
warranty of title and without warranty as to the existence or
continuing validity of any license, franchise, or other rights;
(ii) free and clear of all liens and encumbrances, including a
certain multiple indebtedness mortgage by Red River Bank and
assignment of rents and leases to Red River Bank which are recorded
in the mortgage records of Rapides Parish, except for permitted
encumbrances identified in Exhibit A to the Order; and (iii) less
and except Debtor's cash and accounts receivable collected or
accrued prior to the date the sale was consummated.
If the "Winning Bid" includes the Debtor's business accounts and
financial statements, said purchaser must agree to bill for all
goods and services which are provided by and/or performed by the
Debtor before the sale and provide Debtor an account for all cash
receipts from said billings.
The proposed auction of the property was held on May 17, 2018, and
the closing is to occur on May 31, 2018. The Debtor is authorized
to accept the "Back-Up Bid," if any, as the Winning Bid and to
consummate such bid if the Winning Bid is not consummated when and
as required by the terms of the Order and the Bidding Procedures
Motion previously approved by the Court, all without further notice
to any party or order of the Court.
The Debtor and the Back-Up Bidder will be bound to consummate the
Back-Up Bid if the Winning Bid terminates, at which time the
Back-Up Bidder will be deemed the Winning Bidder. The Debtor will
promptly give notice to the Back-Up Bidder if the Winning Bid is
terminated and will provide the Back-Up Bidder a reasonable period
of time within which to close.
All of Red River Bank's claims, liens, interests and encumbrances
on the property sold will attach to the net sale proceeds to the
same extent, validity and priority as existed prior to the sale,
subject to and respecting the maximum surcharge set forth in the
Order, and Red River Bank is authorized to apply the proceeds from
closing against the indebtedness secured by the mortgage and
security interests that are attached to the property being sold
without further Order of the Court.
A surcharge from sale proceeds in an amount up to $175,000 will be
applied to payment of the following: (i) all fees and interest
requested to be paid to the Office of the U.S. Trustee, which will
be paid in preference to fees in part (ii) of this paragraph; (ii)
to the extent allowed by the Bankruptcy Court at any time, all
accrued and unpaid fees, disbursements, costs and expenses incurred
by professionals or professional firms retained by the Debtor or
any committee appointed under the Bankruptcy Code, excepting real
estate brokerage and/or investment banking success fees; (iii)
Louisiana and Rapides Parish sales and use and hotel/motel taxes
for April 2018 in the total amount of $12,278 which are due on May
21, 2018 and any fees and penalties related to same if not
satisfied by the due date; and (iv) all costs and expenses of
operating the hotel and convention center incurred but not paid
from the date of the Petition, including all payments to the named
Critical Vendors in the Critical Vendor Motion and all utility
payments, and post-petition fees due to BFS under the Franchise
Agreement through the date on which any such sale under the motion
is consummated.
$20,000 of the surcharge will be reserved for any balance remaining
due to Reinhart Foodservice, L.L.C., a Critical Vendor in this
matter, on both its pre-petition and postpetition claims.
In order to satisfy the surcharge, the Debtor will escrow $175,000
from the sales proceeds in the trust account of counsel for Debtor,
to pay the surcharged expenses delineated in the Order without
further Order of the Court excepting professional fees which must
be approved by appropriate application to the Court.
The 14-day stay set forth in Rule 6004 is waived, and the Order
authorizing sale will be effective immediately.
Any claims that the Succession of Dinesh Shaw, M.D. may have
against any party in civil actions number 257,131 and 259,789,
pending before the Ninth Judicial District Court for the Parish of
Rapides, State of Louisiana, are reserved.
About Alexandria Investment Group
Alexandria Investment Group, LLC, owns a hotel and convention
center located at 2225 and 2301 N. MacArthur Drive, Alexandria,
Louisiana, valued by the company at $2 million. It also owns 12
acres of land in Alexandria, having a valuation of $300,000.
Alexandria Investment Group sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. W.D. La. Case No. 18-80416) on April
24, 2018. In the petition signed by Dr. Harry Hawthorne, member,
the Debtor disclosed $2.57 million in assets and $5.57 million in
liabilities.
Judge John W. Kolwe presides over the case. The Debtor hired Gold,
Weems, Bruser, Sues & Rundell, APLC as its legal counsel.
ALVIN LO OPTOMETRY: Cash Collateral Use Extended Until June 1
-------------------------------------------------------------
The Hon. Sheri Bluebond of the U.S. Bankruptcy Court for the
Central District of California, at the behest of Alvin Lo
Optometry, Inc., d/b/a Optometrx Optometry, has extended the
expiration date of the Debtor's authority to use cash collateral
established by the Court's May 8, 2018 Order to and including June
1, 2018.
A copy of the Order is available at
http://bankrupt.com/misc/cacb18-14203-88.pdf
About Alvin Lo Optometry
Alvin Lo Optometry, Inc. d/b/a Optometrx Optometry, filed a Chapter
11 bankruptcy petition (Bankr. C.D. Cal. Case No. 18-14203) on
April 12, 2018. In the petition signed by Alvin Lo, CEO, the
Debtor estimated $50,000 to $100,000 in assets and $500,000 to $1
million in liabilities. Robert M. Yaspan, Esq., at the Law Firm of
Robert M. Yaspan, is the Debtor's counsel.
AMERICAN RANCH: Has Until July 10 to Exclusively File Plan
----------------------------------------------------------
The Hon. Julia W. Brand of the U.S. Bankruptcy Court for the
Central District of California has extended, at the behest of
American Ranch and Seafood Markets Inc., the exclusivity periods
during which only the Debtor can file a plan of reorganization and
solicit acceptances of the plan through and including July 10,
2018, and Sept. 7, 2018, respectively.
As reported by the Troubled Company Reporter on April 27, 2018, the
Debtor sought the extension with cause so that it can continue its
efforts toward a consensual Plan. The Debtor has taken a
considerable amount of time and effort to comply and keep up with
the filing requirements, particularly in the early stages of this
case. Further, the U.S. Trustee filed a motion to dismiss, and the
Debtor had to expend time and effort responding to that motion to
dismiss. The Debtor has also amended some of its schedules. While
this is a not a large-case, inasmuch as the Debtor's principals
runs the day-to-day operations of the business as well as work on
the reorganization process, 120 days is not sufficient for the
Debtor to propose a plan and prepare adequate information for the
disclosure statement. The Debtor submits that an extension of 65
days should be sufficient to propose a plan and prepare adequate
information.
About American Ranch and Seafood
American Ranch and Seafood Markets, Inc. --
https://americanranchmarket.com/ -- operates a specialty store
offering Filipino foods and groceries with locations in Eaglerock,
Artesia and East Hollywood, California. The company provides a
selection of fresh seafood, fresh produce (fruits & vegetables),
meat and an assortment of popular brand name groceries. It also
accepts catering services for special events. American Ranch is
equally owned by Gene S. Chua and Virgil Sy.
American Ranch sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. C.D. Cal. Case No. 18-10175) on Jan. 5, 2018. In the
petition signed by Gene S. Chua, president and CEO, the Debtor
estimated assets of less than $500,000 and liabilities of $1
million to $10 million. Judge Julia W. Brand presides over the
case. Sandford L. Frey, Esq., at Leech, Tishman, Fuscaldo & Lampl,
Inc., serves as the Debtor's bankruptcy counsel.
ASA LODGING: Treatment of FCB Claim Modified in Amended Plan
------------------------------------------------------------
ASA Lodging, LLC submits an amended disclosure statement to
accompany its proposed amended plan of reorganization dated May 22,
2018.
The latest plan added provisions in the treatment of First Citizens
Bank's claim in Class 3.
First Citizens Bank (Bank) has a claim for $3,036,830.19 supported
by a mortgage dated April 15, 2010 recorded April 21, 2010 as
Instrument F11526928 securing real estate and improvements at 4788
Nesbitt Dr, Rensselaer, Indiana and Assignment of Rents dated and
recorded the same dates as Instrument F11527012 and a properly
perfected security agreement securing all personal property located
therein. The secured claim will be $2,400,000 paid monthly with
interest at 5.5% over 360 months commencing the 3rd day of the
month after confirmation and continuing thereafter on the same day
of each month in the amount of $13,626.94. The above security will
continue and any changes thereto required by the Plan will be
allowed.
The loan will mature in 10 years from confirmation of the plan.
In lieu of any unsecured claim, the Bank will also have an
additional secured claim of $100,000 payable without interest in
ten annual payments of $10,000 commencing Oct. 1, 2020 and secured
by a second mortgage. The annual payment will be escrowed in the
amount of $8,333.33 monthly commencing Oct. 1, 2019 and monthly
thereafter.
The Debtor is more than 20 days delinquent in making any payment
due to the Bank under this plan or funding any of the escrow
accounts required by this plan then the Debtor will be in default.
Upon default, the Bank may give written notice of the missed
payment(s) to the Debtor. The Bank will send the Default Notice to
the Debtor and to its President at an address designated in writing
by the Debtor's President. The Default Notice will provide the
Debtor ten days to cure any missed payments. If such payments are
not made within ten days, then the Bank may file a motion for
relief from stay and the Debtor will not oppose the Bank's motion.
Once the Bank has been granted relief from stay, the Debtor will
not oppose the Bank's foreclosure action, including any motion for
the appointment of a receiver. Additionally, the Debtor agrees that
it will not file another petition for relief under the Bankruptcy
Code for one year following the granting of relief from stay. If
the Reorganization Case has been closed then the Bank may file suit
to collect on its loan documents without the need for relief from
stay, and the Debtor will not oppose the Bank's foreclosure action,
including any motion for the appointment of a receiver.
Additionally, the Debtor agrees that it will not file another
petition for relief under the Bankruptcy Code for one year
following the filing of its foreclosure action.
A copy of the Amended Disclosure Statement is available at:
http://bankrupt.com/misc/innb17-40308-83.pdf
A copy of the Amended Plan is available at:
http://bankrupt.com/misc/innb17-40308-82.pdf
About ASA Lodging LLC
Based in Rensselaer, Indiana, ASA Lodging LLC is a small
organization in the hotels and motels industry. It opened in
2007.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Ind. Case No. 17-40308) on July 18, 2017. Jagtar
Otal, its member, signed the petition.
At the time of the filing, the Debtor disclosed that it had
estimated assets and liabilities of $1 million to $10 million.
Judge Robert E. Grant presides over the case. David Rosenthal,
Esq., represents the Debtor as bankruptcy counsel.
AUGUSTUS ENERGY: Needs More Time to Complete Sale Process
---------------------------------------------------------
Augustus Energy Resources, LLC, asks the U.S. Bankruptcy Court for
the District of Delaware to extend the periods in which the Debtor
has the exclusive right to file a Chapter 11 plan and to solicit
acceptances of the plan through and including Oct. 12, 2018, and
Dec. 11, 2018, respectively.
A hearing on the Debtor's request is set for June 14, 2018, at
10:00 a.m. Objections to the request must be filed by June 7,
2018, at 4:00 p.m.
Since the Petition Date, the Debtor has made progress in resolving
many issues facing the Debtor's estate and has devoted extensive
efforts stabilizing operations in a very difficult and uncertain
economic environment, as well as minimizing the disruption to its
business as it transitioned to Chapter 11. The Debtor was consumed
initially with the filing and prosecution of first day motions
including a cash management motion, a motion for authority to
maintain utility services, a motion for authority to pay
obligations necessary to maintain the value of the Debtor's oil and
gas assets, and a motion to approve the Debtor's use of cash
collateral.
Shortly after the Petition Date, the Debtor filed applications
seeking to retain TenOaks Energy Partners, LLC, as its marketing
agent for the sale of its oil and gas assets and Davis Graham &
Stubbs, LLC, and Sullivan Hazeltine Allinson LLC as its bankruptcy
counsel.
The Court entered orders authorizing the retention of these
professionals in late April 2018. At the same time, the Court
entered orders approving the Debtor's retention of ordinary course
professionals and interim compensation procedures and authorizing
the Debtor to enter into postpetition hedge agreements.
The Debtor initiated a process for an orderly sale of its assets
prior to the Petition Date and filed its Chapter 11 petition, in
part, as a step towards completing the sale. Shortly before its
bankruptcy filing, the Debtor entered into a stalking horse asset
purchase agreement with OWN Resources, Inc. The Debtor filed a
filed a motion seeking approval of sale procedures and a sale of
substantially all of its assets on the Petition Date. Thereafter,
the Debtor and its advisors focused on a number of matters
necessary to ensure a robust marketing and sale process to maximize
the value of the Debtor's assets.
The Debtor and its advisors have continued their efforts in the
marketing and sales process since the Court entered its order
approving bidding procedures and bid protections in connection with
the sale of substantially all of the Debtor's assets; approving the
form and manner of notice thereof; scheduling an auction and sale
hearing; and approving procedures for the assumption and assignment
of contracts.
Pursuant to the Procedures Order, an auction is scheduled for June
8, 2018, in Denver, Colorado, and a hearing to consider the sale of
the Debtor's assets is scheduled for June 14, 2018. The Debtor
expects to close on the sale of substantially all of its assets on
or about July 1, 2018.
The Debtor has made other significant progress in this Chapter 11
case. On April 13, 2018, the Debtor filed its schedules and
statement of financial affairs. In connection with the sale of the
Debtor's assets, the Debtor and its advisors have reviewed the
Debtor's records and compiled lists of, and provided notice of the
proposed sale to (i) holders of hard consent rights, (ii) holders
of preferential purchase rights and (iii) known current
counterparties to executory contracts and unexpired leases that may
be assumed and assigned to a purchaser.
In addition, the Debtor has, among other things, responded to
various creditor inquiries, overcome certain key vendors
discontinuing business with the Debtor, worked with utilities to
ensure continuity of service, and handled the various other tasks
related to the administration of the Debtor's bankruptcy estate and
the Chapter 11 case. These labor-intensive tasks-coupled with the
work of managing the Debtor's business-have fully occupied the
Debtor's management and advisors.
The Debtor says that there is insufficient time remaining before
the current end of the Exclusive Periods for the Debtor to complete
the sale process and negotiate a restructuring proposal. It is
simply not feasible for the Debtor, before expiration of the
Exclusive Periods, to complete the marketing and sale process and
formulate a plan. The requested extension of the Exclusive Periods
will allow the Debtor to pursue each of these objectives and arrive
at an appropriate exit from Chapter 11 without the
value-destructive distraction that would result from any party in
interest proposing its own plan at this juncture.
A copy of the Debtor's request is available at:
http://bankrupt.com/misc/deb18-10580-146.pdf
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.
AUTO SUPPLY: Has Until June 7 to Exclusively File Plan
------------------------------------------------------
The Hon. Lena Mansori James of the U.S. Bankruptcy Court for the
Middle District of North Carolina has extended, at the behest of
Auto Supply Co., Inc., the exclusive periods during which only the
Debtor can file a plan of liquidation and disclosure statement and
obtain acceptances of the Plan through and including June 7, 2018,
and Aug. 6, 2018, respectively.
As reported by the Troubled Company Reporter on May 18, 2018, the
Debtor and the Official Committee of Unsecured Creditors have been
working in concert since mid-March to resolve certain claims issues
and to formulate what it hopes will be a joint plan of liquidation
to submit to the Court with a Disclosure Statement. The Debtor
anticipates that it and the Committee will be able to agree on a
proposed Plan, if additional time is provided for the parties to
finalize their discussions and drafting.
A copy of the court order is available at:
http://bankrupt.com/misc/ncmb18-50018-295.pdf
About Auto Supply Company
Founded in 1954, Auto Supply Co., Inc. -- http://www.ascodc.com/--
is a family-owned supplier of OEM and aftermarket automotive parts,
serving the automotive repair professional from three distribution
centers, 15 store locations and seven battery trucks throughout
North Carolina and Western Virginia. The Company is based in
Winston Salem, North Carolina.
About Auto Supply Co. sought Chapter 11 protection (Bankr. M.D.N.C.
Case No. 18-50018) on Jan. 8, 2018. In the petition signed by
President Charles A. Key, Jr., the Debtor disclosed total assets of
$13.17 million and total debt of $22.04 million.
The case is assigned to Judge Lena M. James.
The Debtor tapped Ashley S. Rusher, Esq., at Blanco Tackabery &
Matamoros, P.A., as its bankruptcy counsel, and The Finley Group as
its financial advisor.
The Office of the U.S. Trustee on Jan. 22, 2018, appointed an
official committee of unsecured creditors. The Committee retained
Kane Russell Coleman Logan PC as its bankruptcy counsel, and
Waldrep LLP as its local counsel.
BALLOON INNOVATIONS: Hires James D. Key as Attorney
---------------------------------------------------
Balloon Innovations Inc., seeks authority from the U.S. Bankruptcy
Court for the Northern District of Georgia to employ James D. Key,
Attorney At Law, as attorney to the Debtor.
Balloon Innovations requires James D. Key to:
a. prepare pleadings and applications;
b. conduct examination;
c. advise the Debtor of its rights, duties and obligations as
a debtor-in-possession;
d. consult with the Debtor and represent with respect to a
Chapter 11 plan;
e. perform those legal services incidental and necessary to
the day to day operations of the Debtor's business,
including institution and prosecution of necessary legal
proceedings, and general business and corporate legal
advice and assistance; and
f. take any and all other action incident to the proper
preservation and administration of the Debtor's estate and
business.
James D. Key will be paid at these hourly rates:
Attorneys $250
Legal Assistants $90
James D. Key will also be reimbursed for reasonable out-of-pocket
expenses incurred.
James D. Key, Esq., 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.
James D. Key can be reached at:
James D. Key, Esq.
P.O. Box 673141
Marietta, GA 30006
Tel: (770) 953-8174
About Balloon Innovations
Balloon Innovations Inc. filed a Chapter 11 bankruptcy petition
(Bankr. N.D. Ga. Case No. 18-58615) on May 23, 2018. The Debtor
hired James D. Key, Attorney At Law, as counsel.
BAYWAY HAND: Disclosure Statement Hearing Set for July 5
--------------------------------------------------------
Bankruptcy Judge Michael B. Kaplan is set to hold a hearing on July
5, 2018 at 10:00 a.m. to consider the adequacy of Bayway Hand Car
Wash Corp.'s disclosure statement in support of its plan of
reorganization.
Written objections to the adequacy of the disclosure statement must
be filed and served no later than 14 days prior to the hearing.
About Jose Vazquez and His Companies
Bayway Hand Car Wash Corp. and three affiliates, owned by Jose
Louis Vazquez, operated a car wash facility at a different location
in the New York metropolitan region.
Jose Louis Vazquez and four related entities, Bayway Hand Car Wash
Corp., Harlem Hand Car Wash Corp., J.V. Car Wash Ltd. and Webster
Hand Car Wash Corp., each filed a voluntary petition for
reorganization under chapter 11 of the Bankruptcy Code (Bankr.
D.N.J. Lead Case No. 13-32632) on Oct. 16, 2013. The Debtors'
bankruptcy cases are jointly administered pursuant to the
Bankruptcy Court's Order dated Nov. 16, 2013.
By order dated May 28, 2014, the Bankruptcy Court directed the
appointment of a Chapter 11 trustee for the Debtors. Donald F.
Conway serves as the Chapter 11 trustee for the Individual Debtor.
Donald V. Biase serves as the Chapter 11 trustee for the Business
Debtors.
During the course of the bankruptcy cases, the Business Debtors
have ceased operating their car wash businesses. In August 2015,
the Business Debtors' Trustee sold the car wash operations and real
estate owned by Webster. In March 2016, the Business Debtors'
Trustee closed the car wash operated by Harlem and the Vazquez
Trustee sold the real estate owned by the Individual Debtor from
which Harlem operated.
In March 2017, the Business Debtors' Trustee closed the car wash
operated by J.V. and the Vazquez Trustee began to market for sale
the Broadway Property from which J.V. operate.
The Vazquez Trustee may be reached at:
Donald F. Conway
The Mercadien Group
3625 Quakerbridge Rd.
Hamilton, NJ 08619
Counsel for the Vazquez Trustee:
J. Alex Kress, Esq.
Becker, LLC
354 Eisenhower Parkway
Plaza II, Suite 1500
Livingston, NJ 07039
Telephone: (973) 422-1100
Email: akress@becker.legal
BIG BEAR BOWLING: Seeks Approval on Cash Collateral Stipulation
---------------------------------------------------------------
Big Bear Bowling Barn, Inc., seeks approval from the U.S.
Bankruptcy Court for the Central District of California of its
Stipulation with Strategic Funding Source, Inc., which authorizes
Big Bear's use of cash collateral through the date of confirmation
of a chapter 11 plan or dismissal of this case.
As of the Petition Date, the Debtor's total indebtedness to
Strategic Funding is not less than $167,932, excluding all
additional pre-petition fees, costs and charges. To secure Debtor's
payment and performance obligations under Strategic Funding Loan,
the Debtor granted Strategic Funding a security interest in all of
the Debtor's accounts, chattel paper, cash, deposit accounts,
documents, equipment, general intangibles, instruments, inventory,
or investment property and the proceeds thereof.
Among the material terms of the Cash Collateral Stipulation, are as
follows:
1. The Debtor is authorized to use cash collateral during the
period commencing on the Petition Date, and terminating on the
earlier of any of the following dates: (a) the effective date of
any confirmed plan of reorganization or liquidation, or (b) the
date of the occurrence of an Event of Default.
2. The Debtor is authorized to use cash collateral solely to
pay the expenses set forth on the budget to the extent actually
incurred by the Debtor for its business operations and not to
exceed the amounts set forth in the budget by more than 5% in the
aggregate;
3. Adequate Protection:
(a) The Debtor grants Strategic Funding a replacement
lien in all prepetition and post-petition assets in which, and to
the extent that, the Debtor has an interest, whether tangible or
intangible, whether by contract or operation of law, and all
profits and proceeds thereof, including, without limitation, all of
the Debtor's cash, wherever held, claims or causes of action
possessed by the Debtor's bankruptcy estate under sections 554,
545, 547, 548, 553(b) or 723 (b) of the Bankruptcy Code, and all
proceeds therefrom, but only to the extent that there is diminution
in value of the prepetition collateral, whether from the use of
cash collateral or otherwise.
(b) The post-petition lien in favor of Strategic Funding
will be senior in priority to any and all pre-petition and
post-petition claims, rights, liens and interests, but subject and
immediately junior only to any lien or security interest in the
prepetition collateral that is valid, perfected and senior to
Strategic Funding's interest, effective as of the Petition Date and
not otherwise avoided or subordinated.
(c) On a monthly basis, the Debtor will timely provide
Strategic Funding with current accounts receivable ledger, a
current accounts payable ledger, a monthly cash flow statement, and
a monthly report comparing actual revenue and expenditures on a
cash basis to those set forth in the budget.
(d) Upon Strategic Funding's request, the Debtor will
permit Strategic reasonable access to the collateral and the
Debtor's premises, books, and records for inspection and audit.
(e) The Debtor will maintain at all times casualty and
loss insurance coverage of the collateral, naming Strategic Funding
as certificate holder, loss payee and additional insured in an
amount acceptable to Strategic Funding to sufficiently cover
Strategic Funding's interests in the collateral. The Debtor will
deliver proof of such insurance to Strategic Funding.
A full-text copy of the Cash Collateral Stipulation is available at
http://bankrupt.com/misc/cacb18-12715-17.pdf
About Big Bear Bowling Barn
Big Bear Bowling Barn, Inc., owns the Bowling Barn located at 40625
Big Bear Boulevard, Big Bear Lake, California. Bowling Barn is a
16-lane bowling facility. The company is a small business debtor
as defined in 11 U.S.C. Section 101(51D) reporting gross revenue of
$1.59 million in 2017 and gross revenue of $1.42 million in 2016.
Big Bear Bowling Barn sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Cal. Case No. 18-12715) on April 2,
2018. In the petition signed by William Ross, president, the
Debtor disclosed $1.51 million in assets and $2.18 million in
liabilities. Judge Scott C. Clarkson presides over the case.
The Debtor tapped Russell C. Barnes as broker to market and sell
the Debtor's property located at 40679 Big Bear Blvd., Big Bear
Lake, California 92315.
BLACKFOOT CONSTRUCTION: Hires Haffley Taylor as Accountant
----------------------------------------------------------
Blackfoot Construction Company, d/b/a Blackfoot Solutions, has
filed an amended application with the U.S. Bankruptcy Court for the
Southern District of Indiana seeking approval to hire Haffley
Taylor & Company, LLC.
Blackfoot Construction requires Haffley Taylor to assist the Debtor
in the preparation of its 2016 and 2017 federal and Indiana
business tax returns, including to:
-- adjust the accounting records to ensure compliance with
federal and state tax regulations;
-- update and maintain fixed asset schedules and related
depreciation calculations; and
-- maintain shareholder basis schedules.
Blackfoot Construction will be paid $1,575 for each yearly return
for a total of $3,150. The firm will be paid at $165 per hour. Any
additional state returns will be billed at the rate of $200 per
state return.
The Debtor owed the firm in the amount of $5,000 for prepetition
services rendered. This amount will be paid by a third-party.
Haffley Taylor 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.
Haffley Taylor can be reached at:
Haffley Taylor and Company LLC
8900 Keystone Crossing, Suite 660
Indianapolis, IN 46240
Tel: (317) 814-4767
Fax: (317) 569-9348
Email: ataylor@htcocpas.com
About Blackfoot Construction
Blackfoot Construction Company, d/b/a Blackfoot Solutions, owns and
operates a construction company located in Noblesville, Indiana. It
constructs and maintains cell phone towers and facilities as well
as provides installation services to telecommunication providers.
It was incorporated on Dec. 9, 2004, in Dyersburg, Tennessee, under
different ownership. Its current owner acquired the Debtor in 2007
and started operating the business out of his residence in Fishers,
Indiana. It has been located in Noblesville, Indiana since March of
2014. It has 15 employees.
Blackfoot Construction Company filed for Chapter 11 bankruptcy
protection (Bankr. S.D. Ind. Case No. 17-08448) on Nov. 8, 2017.
David R. Krebs, Esq. and John J. Allman, Esq. of Hester Baker Krebs
LLC, serve as the Debtor's counsel. No trustee, examiner or
official committee of unsecured creditors has been appointed.
BON-TON STORES: DOJ Watchdog Directed to Appoint Ombudsman
----------------------------------------------------------
The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware directed the U.S. Trustee to appoint one
disinterested person (other than the U.S. Trustee) to serve as the
consumer privacy ombudsman in the chapter 11 cases of The Bon-Ton
Stores, Inc. and its affiliates.
The Debtors are pursuing a sale transaction that may involve a
transfer of personally identifiable information, and therefore, a
consumer privacy ombudsman is required to file any report with the
Court prior to the hearing to consider approval of the sale of all,
or substantially all, of the Debtors' assets.
About The Bon-Ton Stores
The Bon-Ton Stores, Inc. (OTCQX: BONT) -- http://www.bonton.com/--
with corporate headquarters in York, Pennsylvania and Milwaukee,
Wisconsin, operates 250 stores, which includes nine furniture
galleries, in 23 states in the Northeast, Midwest and upper Great
Plains under the Bon-Ton, Bergner's, Boston Store, Carson's,
Elder-Beerman, Herberger's and Younkers nameplates. The stores
offer a broad assortment of national and private brand fashion
apparel and accessories for women, men and children, as well as
cosmetics and home furnishings.
The Bon-Ton Stores, Inc., and nine affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 18-10248) on Feb. 4,
2018.
In the petitions signed by Executive Vice President and CFO Michael
Culhane, Bon-Ton Stores disclosed total assets at $1.58 billion and
total debt at $1.74 billion.
The Bon-Ton Stores tapped Paul, Weiss, Rifkind, Wharton & Garrison
LLP as counsel; Young Conaway Stargatt & Taylor, LLP as co-counsel;
Joseph A. Malfitano, PLLC, as special counsel; PJT Partners LP as
investment banker; AlixPartners LLP as restructuring advisor and AP
Services, LLC as financial advisor; and A&G Realty Partners LLC, as
real estate advisor; and Prime Clerk LLC, as administrative
advisor.
Andrew R. Vara, Acting U.S. Trustee for Region 3, on Feb. 15, 2018,
appointed seven creditors to serve on the official committee of
unsecured creditors in the Chapter 11 case. Counsel for the
Official Committee of Unsecured Creditors are Jeffrey N. Pomerantz,
Esq., Robert J. Feinstein, Esq., and Bradford J. Sandler, Esq., at
Pachulski Stang Ziehl & Jones LLP.
An investor group comprised of DW Partners, LP, Namdar Realty Group
and Washington Prime Group, Inc., primarily as secured mortgage
lender; and AM Retail Group, Inc., who submitted a going concern
bid for the Debtors' assets, are represented by John Lyons, Esq.,
at DLA Piper LLP (US).
Co-Counsel to the Ad Hoc Second Lien Noteholder Group are Norman L.
Pernick, Esq., J. Kate Stickles, Esq., and Katherine M. Devanney,
Esq., at Cole Schotz, P.C.; and Sidney P. Levinson, Esq., Genna L.
Ghaul, Esq., Charles S. Wittmann-Todd, Esq., Bruce Bennett, Esq.,
and Joshua M. Mester, Esq., at Jones Day.
Co-Counsel to the DIP Tranche A-1 Documentation Agent, Crystal
Financial LLC, are Mark D. Collins, Esq., and Joseph Charles
Barsalona II, Esq., at Richards, Layton & Finger, P.A.; and Matthew
P. Ward, Esq., at Womble Bond Dickinson (US) LLP; and Jonathan D.
Marshall, Esq., and John Ventola, Esq., at Choate Hall & Stewart
LLP.
Co-Counsel to the Administrative Agent, Bank of America, N.A., are
Julia Frost-Davies, Esq., Robert A.J. Barry, Esq., and Amelia C.
Joyner, Esq., at Morgan, Lewis & Bockius LLP.
Co-Counsel to the Second Lien Trustee, Wells Fargo Bank, N.A. As
Indenture Trustee and Collateral Agent for the Debtor's 8.00%
Second Lien Senior Secured Notes Due 2021, are Emily Kathryn Devan,
Esq., and Luke A. Sizemore, Esq., at Reed Smith LLP.
BRANWELL INC: Wants to Continue Using Cash for Another 60 Days
--------------------------------------------------------------
Branwell, Inc., filed with the U.S. Bankruptcy Court for the
Southern District of Florida an agreed second expedited motion for
authority to use cash collateral for an additional sixty days.
Since the petition date, cash collateral has been used pursuant to
the Agreed First Interim Order authorizing use of cash collateral
until May 31, 2018.
The Debtor needs the continued use of cash collateral to operate
its business – two Subway restaurants in Palm Beach County,
Florida. As set forth in the budget, the Debtor requires the use of
cash collateral to, among other things, fund all necessary
operating expenses of the Debtor's business as well as pay for
regular and ordinary expenses of the Debtor in order to maintain
its business. The Debtor will also use the cash collateral during
the interim period to pay the Debtor's expenses of administration
such as US Trustee fees and intellectual property payments.
The Debtor executed and delivered a Promissory Note in the amount
of $608,800 in favor of Enterprise Bank of Florida. Subsequently,
the Debtor refinanced with Valley National Bank and ultimately
executed and delivered a Change in Terms Agreement in the amount of
$519.667. In addition, the Debtor executed and delivered a
Promissory Note in the amount of $200,000 in favor of 1st United
Bank. The Debtor refinanced with Valley National Bank and
ultimately executed and delivered a Change in Terms Agreement in
the amount of $176,204.
The Debtor believes that Valley National Bank claims an interest in
its cash collateral. Thus, the Debtor proposes to maintain its
regular payments to Valley National Bank in accordance with the
loan documents and based upon the Plan as proposed by the Debtor.
The Debtor believes that the use of cash collateral pursuant to the
terms and conditions set forth above is fair and reasonable and
adequately protects Valley National Bank. The combination of (1)
the Debtor's ability to preserve the going concern value of the
property and business with the use of cash collateral; and (2)
providing the secured creditor with the other protections set forth
herein, adequately protects its alleged secured position
A full-text copy of the Cash Collateral Motion is available at
http://bankrupt.com/misc/flsb18-12478-27.pdf
About Branwell, Inc.
Branwell, Inc., f/d/b/a Danica Ventures, Inc., filed a Chapter 11
petition (Bankr. S.D. Fla. Case No. 18-12478) on March 2, 2018. In
the petition signed by Rite K. Weller, president, the Debtor
estimated at least $50,000 in assets and $500,000 to $1 million in
liabilities. The case is assigned to Judge Paul G. Hyman, Jr. The
Debtor is represented by David Lloyd Merrill, Esq., at Merrill PA.
No official committee of unsecured creditors has been appointed in
the Chapter 11 case of Branwell, Inc.
BRIDGEHAMPTON STONE: Unsecureds to Receive 3.8% of Allowed Claims
-----------------------------------------------------------------
Bridgehampton Stone Inc. filed with the U.S. Bankruptcy Court for
the Eastern District of New York a small business disclosure
statement for its chapter 11 plan of reorganization dated May 22,
2018.
General unsecured creditors are classified in Class 1 and will
receive a distribution of approximately 3.8% of their allowed
claims to be distributed on the effective date of the Plan.
Payments and distributions under the Plan will be funded by a
$50,000 contribution by the Debtor's principal Daniel Messina to be
paid from his personal expenses. The plan contribution will be
deposited in escrow with Debtor's counsel Morrison Tenenbaum PLLC
prior to the confirmation hearing. MT Law will be the disbursing
agent under the Plan.
A copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/nyeb1-18-40385-23.pdf
About Bridgehampton Stone
Based in Astoria, York, Bridgehampton Stone Inc., a general
contractor, 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. The Debtor hired Morrison-Tenenbaum,
PLLC, as its legal counsel.
BRONCO BOWLING: Seeks to Hire Maxwell Dunn as Counsel
-----------------------------------------------------
Bronco Bowling Center, LLC, seeks authority from the U.S.
Bankruptcy Court for the Southern District of Michigan to employ
Maxwell Dunn, PLC, as counsel to the Debtor.
Bronco Bowling requires Maxwell Dunn to:
a. prepare schedules and statements and any amendments;
b. prepare of client for duties while in a Chapter 11
bankruptcy;
c. attend at all hearings and meetings where Debtor is
required to appear;
d. assist to client in setting up structure of plan payments,
projections on income and expenses for plan;
e. assist in identifying what assets, if any, are to be sold
during bankruptcy;
f. manage the receipt, review, and filing of Monthly Operating
Reports and any other documents, reports, or filings that
Debtor is required to submit;
g. prepare of application for compensation of Maxwell Dunn;
h. prepare pleadings related to sale applications or valuation
motions, if any, applications for compensation for other
professionals who are to be employed during the bankruptcy;
i. prepare of the Combined Plan and Disclosure Statement and
ballots and service upon creditors; and
j. file and represent during any adversary proceedings that
may arise.
Maxwell Dunn will be paid at these hourly rates:
Brenda J. Maxwell, Attorney $350
Ethan D. Dunn, Attorney $300
Joshua Castmore, Attorney $250
Tierney Eaton-Hoffman, Attorney $200
Anthony Smith, Paralegal $105
Amie Lovins, Paralegal $95
Hend Alhakam. Legal Assistant $95
On February 19, 2016, Maxwell Dunn received a retainer in the
amount of $7,000 from the Debtor.
Maxwell Dunn will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Ethan D. Dunn, partner of Maxwell Dunn, PLC, 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.
Maxwell Dunn can be reached at:
Ethan D. Dunn, Esq.
MAXWELL DUNN, PLC
24725 W. 12 Mile Rd., Ste. 306
Southfield, MI 48034
Tel: (248) 246-1166
E-mail: edunn@maxwelldunnlaw.com
About Bronco Bowling Center
Bronco Bowling Center, LLC, based in Warren, MI, filed a Chapter 11
petition (Bankr. E.D. Mich. Case No. 18-45900) on April 23, 2018.
In the petition signed by Leroy Shepherd, managing member, the
Debtor estimated $100,000 to $500,000 in assets and $1 million to
$10 million in liabilities. The Hon. Maria L. Oxholm presides over
the case. Ethan D. Dunn, Esq, at Maxwell Dunn, PLC, serves as
bankruptcy counsel.
CC CARE LLC: Has Until Oct. 31 to Exclusively File Plan
-------------------------------------------------------
The Hon. Janet S. Baer of the U.S. Bankruptcy Court for the
Northern District of Illinois has extended the exclusive periods
during which only CC Care, LLC, and each of its affiliates can file
plans of reorganization and solicit acceptances of their plans
through and including Oct. 31, 2018, and Dec. 31, 2018,
respectively.
As reported by the Troubled Company Reporter on May 24, 2018, the
Debtors asked the Court to extend the exclusive periods during
which only the Debtors can file plans and solicit acceptances of
their plans through Oct. 15, 2018, and Dec. 31, 2018, respectively.
The Debtors assured the Court that the requested extension of the
Exclusive Periods will facilitate the Debtors' efforts in
formulating Plans and successfully resolving these Chapter 11
cases. The Debtors further assured the Court that the requested
extension is not being made for the improper purpose of causing
unnecessary delay, and the Debtors believe that this request is in
the best interests of the Debtors' estates and their creditors.
About CC Care, LLC
CC Care, LLC, and its affiliates are Delaware limited liability
companies owned by JLM Financial Healthcare, LP, that operate
long-term care facilities that provide nursing, healthcare,
therapeutic and social services to the chronically ill with a
diagnosis of mental illness.
The operating entities own these nursing care facilities:
Entity Facility Name/Location
------ ----------------------
CC Care Community Care Center, Chicago, Illinois
BT Care Bourbonnais Terrace Nursing Home, Bourbonnais, Ill.
CT Care Crestwood Terrace Nursing Center, Crestwood, Ill.
FT Care Frankfort Terrace Nursing Center, Frankfort, Ill.
JT Care Joliet Terrace Nursing Center, Joliet, Illinois
KT Care Kankakee Terrance Nursing Center, Bourbonnais, Ill.
SV Care Southview Manor, Chicago, Illinois
TN Care Terrace Nursing Home, Waukegan, Illinois
WCT Care West Chicago Terrace Nursing Home, West Chicago, Ill.
On Oct. 30, 2017, Chapter 11 bankruptcy petitions were filed by CC
Care, LLC, doing business as Community Care Center (Bankr. N.D.
Ill. Lead Case No. 17-32406), and BT Bourbonnais Care, LLC, doing
business as Bourbonnais Terrace Nursing Home (Case No. 17-32411),
CT Care, LLC (17-32417), FT Care, LLC (17-32423), JT Care, LLC
(17-32425), KT Care, LLC (17-32427), SV Care, LLC (17-32430), TN
Care, LLC (17-32429), WCT Care, LLC (17-32433), JLM Financial
Healthcare, LP (17-32421). Patrick Laffey, their manager and
designated representative, signed the petitions.
The cases are jointly administered under Case No. 17-32406 and
assigned to Judge Janet S. Baer.
At the time of filing, CC Care estimated $1 million to $10 million
in assets and liabilities.
The Debtors are represented by Burke Warren Mackay & Serritella
P.C.
On Nov. 27, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.
CCS ONCOLOGY: Eighth Emergency Cash Collateral Order Entered
------------------------------------------------------------
The Hon. Michael J. Kaplan of the U.S. Bankruptcy Court for the
Western District of New York authorized Comprehensive Cancer
Services Oncology, P.C., and its affiliated-debtors to use cash
collateral as set forth in the Eighth Emergency Order.
Pursuant to the Eighth Emergency Order, the Debtors are authorized
to use cash collateral limited to the following purposes and
amounts, to the extent that, in the judgment of the Chapter 11
Trustee, they are necessary and appropriate for the protection of
the interests of the estates and/or property of the estates:
(a) To Medent, for use of its billing software and systems,
$1,053.79;
(b) Weekly payroll for employees of the Debtors Comprehensive
Cancer Services Oncology, P.C. and CCS Medical PLLC and limited to
Oncology and Corporate Employees for the pay period of April 30
through May 4, 2018, with any such payment to any individual
physician employee for this pay period limited to no more than
$2,500 with total payments not to exceed $52,000. Sufficient funds
to cover all employment taxes will be reserved and adequate
deposits to cover the taxes will be made within two business days
of the issuance of wages;
(c) The Debtors Comprehensive Cancer Services Oncology, P.C.
and CCS Medical PLLC are authorized to incur and to pay weekly
payroll to employees identified to Bank of America, N.A. and the
United States in a separate schedule for services in connection
with winding up of the Debtors' affairs in each of the weeks
beginning May 14, May 21 and May 28, 2018, with the total payments
for each such weekly period not to exceed $40,000. However, the
payroll for Frank Catafalmo and Rick Hoffmeister is so authorized
only for the weeks beginning May 14 and May 21, 2018.
(d) Bank of America, N.A., the United States and all Creditors
holding liens on or claims against the cash collateral, are granted
roll-over replacement liens or rights of setoffs as security, to
the same extent, in the same priority, and with respect to the same
assets, which served as collateral for said creditors' prepetition
indebtedness, to the extent of cash collateral actually used during
the pendency of Debtor's Chapter 11 case. Such replacement liens
will attach pro rata to the extent that cash collateral used was
subject to each creditor's respective first priority lien, without
the need of any further public filing or other recordation to
perfect such roll-over or replacement liens or security interests.
To the extent that the replacement liens fail to compensate the
Secured Creditors for the cash collateral use, each of the Secured
Creditors will have, respectively, an administrative claim under 11
U.S.C. Section 507(b) with priority over other expenses of
administration under Section 507(a)(2).
A full-text copy of the Eighth Emergency Order is available at
http://bankrupt.com/misc/nywb18-10598-136.pdf
About CCS Oncology
CCS Oncology and CCS Medical are professional medical practices.
CCS Oncology is the sole member of CCS Medical. CCS Equipment is
the owner of certain medical equipment used in the medical
practices and CCS Oncology is its sole member. CCS Billing was
intended to be developed into a separate billing entity for the
medical practices, but was never funded or operational. CCS
Billing has no assets and has had no activity other than showing a
couple of minimal historical accounting entries. WSEJ is the owner
of certain real property used by the medical practices. The
Debtors are headquartered in Orchard Park, New York.
Comprehensive Cancer Services Oncology, P.C., doing business as CCS
Oncology, doing business as CCS Healthcare, along with its
affiliates, sought Chapter 11 protection (Bankr. W.D.N.Y. Lead Case
No. 18-10598) on April 2, 2018. In the petitions signed by Won Sam
Yi, president/CEO, CCS estimated at least $50,000 in assets and $10
million to $50 million in liabilities.
Judge Michael J. Kaplan is the case judge.
Arthur G. Baumeister, Jr., Esq., of Baumeister Denz LLP, serves as
the Debtors' counsel.
CCS ONCOLOGY: Patient Care Ombudsman Files 2nd Report
-----------------------------------------------------
Joseph J. Tomaino, the duly appointed Patient Care Ombudsman for
Comprehensive Cancer Services Oncology, P.C., and CCS Medical,
PLLC, files his second report with the U.S. Bankruptcy Court for
the Western District of New York.
The PCO reports that since his first report, there has been no need
for on-site observations since clinical operations ceased on April
22, 2018 for most patients, and on April 25, 2018 for the last four
radiation therapy patients. The PCO activity since then has been
telephone interviews with key company staff involved with the
transition of patient records, and those responsible for the
appropriate disposal of potentially hazardous material and
equipment.
Based on interviews and calls, the PCO made following findings:
(a) The company staff has set up and maintains a process for
patients to sign consents for the transfer of their medical records
to the provider of their choice, which is performed at the
Frankhauser Road site. No date has been set for the discontinuation
of this service.
(b) The Chapter 11 Trustee has made plans for the transfer of
medical records to permanent custodians. In the case of the
Oncology patients, Roswell Park will receive and maintain those
records at the appropriate time. For CCS Medical, there are several
locations where those records will be maintained. These
arrangements are being finalized by the Trustee for Court approval,
if not already obtained.
(c) Patient notification for CCS Medical patients was delayed
by confusion over the status of the practices and where providers
were relocating. CCS staff physically went to the locations where
these practices were located to verify the status of the providers
and to post relocation information on their doors. Letters to
patients also continued to be sent out. The PCO assisted the
Trustee with edits to these notification letters for additional
clarity.
(d) The PCO received about 2 or 3 calls a day from patients
during this period with concerns about their medical records and
appointments. The majority of these were patients of the Youngs RD
and Delaware Avenue CCS Medical sites.
(e) The PCO maintained contact with the New York State
Department of Health on the status of the closing.
(f) The PCO interviewed the CCS Oncology chief physicist who
confirmed that the radiation therapy equipment was appropriately
secured after last treatment and the appropriate contacts made with
the DOH.
(g) The PCO interviewed company staff who confirmed that
hazardous medical waste, medications, sharps, etc. are being
collected from sites and properly disposed of.
(h) The PCO provided company staff and the Chapter 11 Trustee
with guidance on handling of patients' records and preventing
breaches of protected information. Transfers of records are being
properly performed and appropriate safeguards maintained, based on
staff reports. The PCO also provided guidance on the process of
removing protected health information from site computers, scanners
and printers before they are sold or disposed of. The Chapter 11
Trustee is aware of these procedures and is making the appropriate
arrangements.
The PCO has identified or anticipated following risks during this
period: (1) loss of patients to follow-up or loss of medical
records; (2) safe storage of radiation therapy equipment until
final disposition; (3) collection and proper disposal of
potentially hazardous medical waste from each site; (4) collection
of unused medications and needles from each site; and (5)
prevention of breach of protected health information.
Accordingly, the PCO will continue to respond to patient calls and
provide information to the Trustee and company staff as requested.
A copy of the Second PCO Report is available at
http://bankrupt.com/misc/nywb18-10598-124.pdf
About CCS Oncology
Comprehensive Cancer Services Oncology, P.C., doing business as CCS
Oncology, doing business as CCS Healthcare, along with its
affiliates, sought Chapter 11 protection (Bankr. W.D.N.Y. Lead Case
No. 18-10598) on April 2, 2018. In the petitions signed by Won Sam
Yi, president/CEO, CCS estimated at least $50,000 in assets and $10
million to $50 million in liabilities.
CCS Oncology is a professional corporation operating a practice of
medical and radiological oncology treatment, with offices in
Orchard Park, Frankhauser, Niagra Falls, Kenmore, and Lockport.
CSS Medical PLLC is a provider of primary care and specialty
medicine services currently operating at Orchard Park, Delaware
Avenue, and Youngs.
CCS Oncology is the sole member of CCS Medical. CCS Equipment is
the owner of certain medical equipment used in the medical
practices and CCS Oncology is its sole member. CCS Billing was
intended to be developed into a separate billing entity for the
medical practices, but was never funded or operational. CCS Billing
has no assets and has had no activity other than showing a couple
of minimal historical accounting entries. WSEJ is the owner of
certain real property used by the medical practices. The Debtors
are headquartered in Orchard Park, New York.
Judge Michael J. Kaplan is the case judge. Arthur G. Baumeister,
Jr., Esq., of Baumeister Denz LLP, serves as the Debtors' counsel.
Mark Schlant has been named the Chapter 11 trustee. Joseph J.
Tomaino of Grassi Healthcare Advisors LLC has been appointed
patient care ombudsman.
CENTRO CRISTIANO: Hires D. Max Gardner as Attorney
--------------------------------------------------
Centro Cristiano Agape de Bakersfield seeks authority from the U.S.
Bankruptcy Court for the Eastern District of California to employ
the Law Office of D. Max Gardner, as attorney to the Debtor.
Centro Cristiano requires D. Max Gardner to:
a. advise and consult with the Debtor during the
administration of the estate concerning the rights,
responsibilities and remedies of the Debtor with regard to
the assets of the estate and the claims of secured and
unsecured creditors; and
b. assist in preparing such pleadings, motions, notices, and
orders as are required for the orderly administration of
the Chapter 11 case.
D. Max Gardner will be paid at these hourly rates:
Attorneys $310
Legal Assistants $75
On May 14, 2018, the Debtor paid D. Max Gardner a retainer of
$10,000. Of this retainer, $1,717 filing fee and $620 for
prepetition services were deducted, leaving a balance of $7,663.
D. Max Gardner will also be reimbursed for reasonable out-of-pocket
expenses incurred.
D. Max Gardner, a partner of the Law Office of D. Max Gardner,
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.
D. Max Gardner can be reached at:
D. Max Gardner, Esq.
LAW OFFICE OF D. MAX GARDNER
1712 19th Street, Suite 123
Bakersfield, CA 93301
Tel: (661) 888-4335
Fax: (661) 591-4286
E-mail: dmgardner@dmaxlaw.com
About Centro Cristiano Agape de Bakersfield
Centro Cristiano Agape de Bakersfield Inc., filed a Chapter 11
bankruptcy petition (Bankr. E.D. Cal. Case No. 18-11990) on May 18,
2018, estimating under $1 million in assets and liabilities.
CENVEO INC: Deal Reached with Key Stakeholders on Exit Plan
-----------------------------------------------------------
Stamford, Connecticut-based Cenveo, Inc. (OTCPK: CVOVQ), a
diversified manufacturer of print-related products including
envelopes, custom labels, commercial print, and publisher
solutions, said Tuesday that it has reached an agreement with its
major stakeholders to clear the path for approval of the Company's
first amended plan of reorganization, which will enable the Company
to emerge from Chapter 11 this summer.
The Plan of Reorganization has the support of over 70% of the
Senior Secured Noteholders -- First Lien Holders -- the holders of
certain funds and accounts under management that collectively own
or control a percentage of the Company's senior secured first-in,
last-out notes, who also hold a percentage of the first lien notes,
second lien notes, and senior unsecured notes, as well as the
support of the Unsecured Creditors Committee whose members consist
of trade creditors, the Pension Benefit Guaranty Corporation,
certain unions, and the indenture trustee for the unsecured
noteholders.
A hearing before the U.S. Bankruptcy Court for the Southern
District of New York is scheduled for June 7, 2018, for the Company
to seek approval of its first amended disclosure statement and to
establish the voting procedures for the Plan of Reorganization.
The terms of the Plan of Reorganization will enable the Company to
exit Chapter 11 with a highly deleveraged balance sheet, which will
allow the Company to focus on its operations and grow its
businesses. Prior to filing for Chapter 11, the Company's
liabilities included approximately $1.1 billion in funded debt.
Upon emergence, the Company's funded debt will be reduced to under
$400 million. As part of the revised agreement with the First Lien
Holders, the amount of funded debt issued upon exit will be reduced
from $200 million to $100 million.
Robert G. Burton Sr., Cenveo's Chairman and CEO commented: "T[he]
announcement is a very important milestone in our efforts to
delever our balance sheet. These agreements provide Cenveo a clear
path towards confirmation of our Plan of Reorganization and exiting
Chapter 11 bankruptcy in the summer of 2018 as we had initially
indicated. Upon emergence, Cenveo will be a Company with a
significantly stronger balance sheet with world class operating
capabilities to continue delivering quality products to its
customers."
Cenveo also said that upon emergence from Chapter 11, Mr. Robert G.
Burton Sr. will retire from the Company and will be succeeded by
his son Robert G. Burton, Jr. who will become Chief Executive
Officer. Michael G. Burton, Cenveo's current Chief Operating
Officer, will become President upon emergence. Mr. Robert G.
Burton Sr. will serve as an advisor to Cenveo until December 31,
2018 and will remain a Cenveo shareholder.
Robert G. Burton Sr. added: "With Cenveo now on a clear path to
emerging from bankruptcy in the summer, and after serving as the
Company's Chairman and CEO for the past 12 years, I know I leave
Cenveo in the capable hands of my two sons who have worked by my
side at Cenveo since September 2005. Both Rob and Mike are very
strong and capable managers who have served in numerous executive
positions over the past fifteen-plus years and are now ready to
assume responsibility for leading Cenveo through its next phase of
growth and creating value to our new shareholders."
About Cenveo, Inc.
Headquartered in Stamford, Connecticut, Cenveo (OTCPK: CVOVQ) --
http://www.cenveo.com/-- is a global provider of print and related
resources, offering world-class solutions in the areas of custom
labels, envelopes, commercial print, content management and
publisher solutions. The Company provides a one-stop offering
through services ranging from design and content management to
fulfillment and distribution. With a worldwide distribution
platform, the Company says it delivers quality solutions and
services every day to its more than 100,000 customers.
After reaching an agreement with holders of a majority of its first
lien debt to support a Chapter 11 plan of reorganization, Cenveo
Inc. and its domestic subsidiaries filed voluntary petitions for
reorganization under Chapter 11 of the U.S. Bankruptcy Code in
White Plains, New York (Bankr. S.D.N.Y. Lead Case No. 18-22178) on
Feb. 2, 2018. The Chapter 11 filing does not include foreign
entities, such as those located in India.
As of Dec. 31, 2017, Cenveo disclosed total assets of $789,547,000
and total debt of $1,426,133,000. The Debtors tapped Kirkland &
Ellis LLP as counsel; Rothschild Inc. as investment banker; Zolfo
Cooper LLC as restructuring advisor; and Prime Clerk LLC as notice,
claims & balloting agent, and administrative advisor. Greenhill &
Co., LLC, is the co-financial advisor and co-investment banker.
The U.S. Trustee for Region 2 appointed an official committee of
unsecured creditors in the Debtors' cases. The Committee retained
Lowenstein Sandler LLP as its bankruptcy counsel; and FTI
Consulting, Inc. as its financial advisor.
CHATEAU VILLABOIS: Seeks to Hire Troutman Law as Attorney
---------------------------------------------------------
Chateau Villabois, LLC, seeks authority from the U.S. Bankruptcy
Court for the District of Oregon to employ Troutman Law Firm, PC,
as attorney to the Debtor.
Chateau Villabois requires Troutman Law to represent and provide
legal services with the Debtor in the Chapter 11 bankruptcy
proceedings.
Troutman Law will be paid at these hourly rates:
Attorneys $480
Paralegals $200
Troutman Law will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Ted A. Troutman, a partner at Troutman Law Firm, PC, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.
Troutman Law can be reached at:
Ted A. Troutman, Esq.
TROUTMAN LAW FIRM, PC
5075 SW Griffith Dr., Suite 220
Beaverton, OR 97005
Tel: (503) 292-6788
E-mail: tedtroutman@sbcglobal.net
About Chateau Villabois
Chateau Villabois, LLC, based in Lake Oswego, OR, filed a Chapter
11 petition (Bankr. D. Ore. Case No. 18-31827) on May 23, 2018. In
the petition signed by John Patrick Lucas, managing member, the
Debtor disclosed $1.50 million in assets and $1.79 million in
liabilities. The Hon. David W Hercher presides over the case. Ted
A. Troutman, Esq., at Troutman Law Firm, PC, serves as bankruptcy
counsel.
CHESS EMPORIUM: Hires Allan D. NewDelman as Counsel
---------------------------------------------------
Chess Emporium, LLC, seeks authority from the U.S. Bankruptcy Court
for the District of Arizona to employ Allan D. NewDelman, P.C., as
counsel to the Debtor.
Chess Emporium requires Allan D. NewDelman to:
a. give the Debtor legal advice with respect to all matters
related to the bankruptcy case;
b. prepare on behalf of the Debtor, as debtor-in-possession,
necessary applications,answers, orders, reports and other
legal papers; and
c. perform all other legal services to the Debtor which may be
necessary in the bankruptcy proceedings.
Allan D. NewDelman will be paid at these hourly rates:
Allan D. NewDelman, Attorney $395
Roberta J. Sunkin, Attorney $315
Paralegals $150-$200
Allan D. NewDelman will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Roberta J. Sunkin, a partner at Allan D. NewDelman, P.C., 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.
Allan D. NewDelman can be reached at:
Allan D. NewDelman, Esq.
Roberta J. Sunkin, Esq.
ALLAN D. NEWDELMAN, P.C.
80 East Columbus Avenue
Phoenix, AZ 85012
Tel: (602) 264-4550
About Chess Emporium
Chess Emporium, LLC, filed a Chapter 11 bankruptcy petition (Bankr.
D. Ariz. Case No. 2-18-05826) on May 23, 2018, disclosing under $1
million in both assets and liabilities. The Debtor hires Roberta J.
Sunkin, partner of Allan D. NewDelman, P.C.
CHRESTOTES INC: Asks Court to Approve Amended Plan Outline
----------------------------------------------------------
According to a notice, Chrestotes, Inc., will file with the U.S.
Bankruptcy Court for the Central District of California a motion
for an order approving their proposed amended disclosure
statement.
The disclosure statement now includes additional information about
events at the inception of the JP Morgan Chase Bank loan. Based on
California Code of Civil Procedure section 580b, the Debtor
contends that JPMC had, immediately before the Chapter 11 petition
was filed, no "in personam" rights against Guajardo. Accordingly,
it is not possible that such rights could be modified in Debtor's
proposed Plan.
Plans are supposed to be consensual, reflecting negotiations
between the Debtor and its creditors, section 1129(b). It is only
when the Debtor is unable to reach agreement with its creditors
that recourse must be had to section 1129(b). With that in mind,
Debtor's original proposed Plan took an aggressive position with
regard to the treatment of the JPMC claim.
The Court found this aggressive negotiating position to be
excessive, lacking in good faith. Rather than risking a further
finding on the question of its good faith and fearing that the
Court would not give Debtor yet another opportunity to "negotiate"
with JPMC through the Plan process, Debtor has modified its Plan
and now proposes to cure all monetary defaults under the Note and
Deed of Trust at or about the Effective Date. The funds needed to
accomplish this will be capital contributions, i.e. new value, from
Debtor's insiders.
Debtor and its insiders believe that they can perform as proposed,
but their ability to do so is a feasibility question to be
addressed in the context of confirmation. Insiders hope to escrow
most or all of the needed funds prior to the confirmation hearing
date to be set by the Court.
Based on the foregoing, Debtor requests that the Court approve the
amended disclosure statement and schedule dates to advance the
process confirming the Debtor's proposed amended plan.
A copy of the Debtor's Motion is available at:
http://bankrupt.com/misc/cacb8-17-12660-203.pdf
About Chrestotes, Inc.
Chrestotes, Inc., owns 3 single family residences. It rents those
three properties for fair rental value which is virtually its only
source of income. Chrestotes also owns and receives rent for a
vehicle.
Chrestotes filed a Chapter 11 bankruptcy petition (Bankr. C.D.Cal.
Case No. 17-12660) on July 1, 2017, disclosing total assets of
$3.12 million and total liabilities of $4.92 million. Dolly
Valdivia, secretary, signed the petition.
The Hon. Scott C. Clarkson presides over the case.
The Law Offices of David A. Tilem is the Debtor's counsel.
CJ MICHEL INDUSTRIAL: Judge Authorized Cash Collateral Use
----------------------------------------------------------
The Hon. Gregory R. Schaaf of the U.S. Bankruptcy Court for the
Eastern District of Kentucky authorized CJ Michel Industrial
Services, LLC to use cash collateral through May 31, 2018, to pay
those items designated on the Budget attached to the Motion.
All terms of the Agreed Order for Authority to Incur Secured Debt
in the Form of Continuation of the Debtor's Sale of Accounts
Receivable to Gulf Coast Bank & Trust Company, to Use Cash
Collateral, and to Provide Adequate Protection Pursuant to 11 USC
Sections 363 and 364 will remain in effect including any adequate
protection granted thereunder.
A full-text copy of the Order is available at
http://bankrupt.com/misc/kyeb17-51611-179.pdf
About CJ Michel Industrial Services
CJ Michel Industrial Services, LLC, has provided staffing and
contracting services for customers in the construction and
industrial sector for over 20 years. Services are not limited to
the electrical trade but include OSHA certified, trade licensed and
fully-insured low-E, data/communications service technicians,
pipefitters, welders, iron workers, riggers, millwrights, concrete
tradesmen, and general tradesmen.
CJ Michel Industrial Services began to experience cash flow issues
after it borrowed money from nontraditional lending sources which
were primarily merchant cash advance lenders. It has been unable
to reach out-of-court workout agreements with these lenders and
seeks a "breathing spell" to reorganize its business under Chapter
11 of the Bankruptcy Code in order to restructure its debts,
reorganize as a going concern, and maximize value for the benefit
of the creditors of its estate.
CJ Michel Industrial Services, based in Lancaster, Kentucky, filed
a Chapter 11 petition (Bankr. E.D. Ky. Case No. 17-51611) on Aug.
10, 2017. In its petition, the Debtor estimated $0 to $50,000 in
assets and $1 million to $10 million in liabilities. The petition
was signed by Clarence J. Michel, Jr., member.
The Hon. Gregory R. Schaaf presides over the case.
Jamie L. Harris, Esq., at DelCotto Law Group PLLC, serves as
bankruptcy counsel to the Debtor.
No trustee or examiner has been appointed in the Chapter 11 case,
and no creditors' committee or other official committee has been
appointed.
CLA PROPERTIES: Exclusive Plan Filing Period Extended to Aug. 31
----------------------------------------------------------------
The Hon. Brenda Moody Whinery of the U.S. Bankruptcy Court for the
District of Arizona, at the behest of CLA Properties SPE, LLC, and
its debtor-affiliates, has extended the exclusive period within
which a Plan must be filed by the Debtors to Aug. 31, 2018, as well
as the 180-day period to solicit acceptances to Oct. 31, 2018.
As reported by the Troubled Company Reporter on April 20, 2018, the
Debtors asked the Court to extend the Exclusive Filing Period in
order to facilitate moving this case towards confirmation. The
Debtors told the Court that the Case has been pending for less than
four months and this is the Debtors' first request for an extension
of time. The Debtors said that they are not seeking to use the
extension as a way to hold their creditors "hostages" of chapter 11
during exclusivity. Rather, the Debtors are in the process of
attempting to make progress in negotiating with creditors in the
Case and expecting to propose a confirmable plan by the Extended
Date.
The Debtors have been evaluating various options to actively work
towards filing a plan of reorganization. The Case is complex in
that it involves 13 debtors-in-possession all maintaining
operations 28 individual sites in multiple states, including
Arizona, Minnesota, Indiana, Ohio, Virginia, Missouri, Nevada, and
Texas.
Since the Petition Date, the Debtors' main focus has been on the
leases for their various locations to ensure continued operations
at all sites. In so doing, the Debtors have conquered a significant
hurdle to reorganization in reaching an agreement with ECE I, LLC,
the landlord and/or property owner of all of the 2017 Debtors'
locations.
In addition to resolving the need to immediately cure large pre-
and post-petition defaults with respect to the master lease for the
Debtors' locations, it allows the Debtors to temporarily avoid
complex and costly litigation and further extends the Debtors'
right to assume or reject the master lease and/or all subleases to
July 31, 2018. Thus, the Debtors sought to extend the Exclusive
Filing Period so as to coincide with the terms of the agreement
with ECE.
Having utilized most of the initial Exclusive Filing Period to
establishing a line of communication and negotiating with ECE, the
Debtors contended that they have not had sufficient time to prepare
the analysis of their operations and restructuring alternative, as
the other documents, such as projections and a liquidation analysis
that are necessary to propose a plan of reorganization and
disclosure statement.
About CLA Properties SPE
CLA Properties SPE, based in Scottsdale, Arizona, and its
debtor-affiliates sought Chapter 11 protection (Bankr. D. Ariz.
Lead Case No. 17-14851) on Dec. 18, 2017. The debtor-affiliates
are CLA Maple Grove, LLC; CLA Carmel, LLC; CLA West Chester, LLC;
CLA One Loudoun, LLC; CLA Fishers, LLC; CLA Chanhassen, LLC; CLA
Ellisville, LLC; CLA Farm, LLC; and CLA Westerville, LLC.
The cases are jointly administered before the Hon. Brenda Moody
Whinery.
In the petition signed by Richard Sodja, its authorized
representative, CLA estimated $1 million to $10 million in assets
and liabilities.
The Debtors tapped Michael W. Carmel, Esq., at Michael W. Carmel,
Ltd., as bankruptcy counsel; Schian Walker, PLC, as co-counsel; and
Cockriel & Christofferson, LLC, as special counsel.
COLONIAL MEDICAL: Seeks Sept. 17 Plan Filing Period Extension
-------------------------------------------------------------
Colonial Medical Management Corp. asks the U.S. Bankruptcy Court
for the District of Puerto Rico for an extension of time until
September 17, 2018 to file the Disclosure Statement and the Chapter
11 Small Business Plan.
The Court allowed the filing of the Disclosure Statement and the
Chapter 11 Small Business Plan until May 29, 2018.
As the Court can take notice from the record, the Debtor contends
that there are some issues with some of the creditors that have
impaired the preparation of the disclosure statement and the plan
due to the need to revise the financial data. This situation
requires legal action that is being prepared for the attention of
the Court.
Also, due to a severe fluctuation of the electricity in the area,
the Debtor's computer and system suffered a break down that has
delayed the preparation of the financial data.
The Debtor is in the process of completing all the requirements
including the monthly operational reports and pleadings to the
Court to be ready to file the Disclosure and the plan. However, due
to aforementioned exigent circumstances, the Debtor believes that
it is more likely than not that the Court will confirm the plan
within a reasonable period of time.
About Colonial Medical Management Corp.
Colonial Medical Management Corp. is an ambulatory health care
clinic located in Anasco, Puerto Rico. Its practice location is
listed as Carretera 402 Km 1.8 Bo. Marias Anasco, Puerto Rico.
The Debtor previously sought bankruptcy protection (Bankr. D.P.R.
Case No. 14-01922) on March 13, 2014.
Colonial Medical sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D.P.R. Case No. 17-06925) on Nov. 21,
2017.
In the petition signed by Luis Jorge Lugo Velez, its president, the
Debtor estimated assets of less than $50,000 and liabilities of $1
million to $10 million. Judge Brian K. Tester presides over the
case. Ada Conde, Esq., at 1611 Law and Justice for All, Inc., is
the Debtor's bankruptcy counsel.
The U.S. Trustee appoints Edna Diaz De Jesus, the Puerto Rico State
Patient Care Ombudsman, as the Patient Care Ombudsman.
COLOR SPOT: June 5 Meeting Set to Form Creditors' Panel
-------------------------------------------------------
Andy Vara, Acting United States Trustee for Region 3, is suppose to
hold an organizational meeting on June 5, 2018, at 11:00 a.m. in
the bankruptcy case of Color Spot Holdings, Inc.
The meeting was to be held at:
Delaware State Bar Association
405 King Street, 2nd Floor
Wilmington, DE 19801
The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' case.
The organizational meeting is not the meeting of creditors pursuant
to Section 341 of the Bankruptcy Code. A representative of the
Debtor, however, may attend the Organizational Meeting, and provide
background information regarding the bankruptcy cases.
To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States Trustee
appoint a committee of unsecured creditors as soon as practicable.
The Committee ordinarily consists of the persons, willing to serve,
that hold the seven largest unsecured claims against the debtor of
the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee may
consult with the debtor, investigate the debtor and its business
operations and participate in the formulation of a plan of
reorganization. The Committee may also perform other services as
are in the interests of the unsecured creditors whom it
represents.
About Color Spot
Color Spot Nurseries -- http://www.colorspot.com-- specializes in
the distribution of bedding plants, vegetables, herbs, shrubs,
blooming plants, ground cover, ornamentals & more. Color Spot also
provides in-store merchandising, product displays, promotional
planning, and product reordering services to customers including
Home Depot, Lowes, Wal-Mart, K-Mart, Rite-Aid, Kroger, and Orchard
Supply.
Color Spot Nurseries (Lead Case), and Color Spot Nurseries, Inc.
sought Chapter 11 bankruptcy protection on May 29, 2018 (Bankr. D.
Del., Case No. 18-11273). The petition was signed by Paul Russo,
chief executive officer.
The Debtors listed $50 million to $100,000 million in assets and
under $100 million to $500 million in liabilities.
Hon. Laurie Selber Silverstein presides over the Debtors' cases.
M. Blake Cleary, Esq., Ryan M. Bartley, Esq., Sean T. Greecher,
Esq., Jaime Luton Chapman, Esq., Betsy Feldman, Esq. of Young
Conaway Stargatt & Taylor LLP serve as Debtor's counsel. Raymond
James & Associates, Inc. serve as Debtors' investment bankers.
Epiq Bankruptcy Solutions, Inc. served as the Debtors' claims and
noticing agent and administrative services advisor.
CORNBREAD VENTURES: June 27 Approval Hearing on Disclosures
-----------------------------------------------------------
Judge Brenda K. Martin of the U.S. Bankruptcy Court for the
District of Arizona will convene a hearing on June 27, 2018 at
11:00 a.m. Arizona time on the motion for order approving
disclosure statement filed by Cornbread Ventures, LP.
Any party objecting to the relief sought in the motion must file a
written objection so that the objection is filed and actually
received no later than Friday, June 15, 2018 at 5:00 p.m. Arizona
time.
The chapter 11 status hearing currently set in this case for June
12, 2018 at 11:00 a.m. is continued to June 27, 2018 at 11:00 a.m.
As previously reported by The Troubled Company Reporter, to assure
the Debtor's vendors, customers, employees, and other constituents
of the Debtor's operational viability and ongoing ability to meet
its post-petition obligations, and to facilitate the Debtor's
reorganization efforts by stabilizing the Debtor's cash flows, the
Debtor negotiated post-petition financing from Red Fox Lending,
LLC. On Nov. 21, 2017, the Debtor filed the Emergency Motion for
Interim and Final Orders Authorizing Debtor to Obtain Post-Petition
Financing and Granting Security Interests and Liens seeking up to
$500,000 of debtor-in-possession financing from the DIP Lender.
Under the plan, each holder of an Allowed General Unsecured Claim
in Class 5 receives 12 equal monthly cash payments of the holder's
Pro Rata share of $200,000 without interest, beginning on the first
business day of each full calendar month after the Effective Date.
Reorganized Cornbread may prepay in full or in part any remaining
balance of any Allowed General Unsecured Claim's Pro Rata share of
$200,000 at any time on or after the Effective Date without
affecting the timing of payments on account of any other Allowed
General Unsecured Claim.
Payments on and after the Effective Date will be made from
Reorganized Cornbread's cash, which includes the New Equity
Contribution paid to Reorganized Cornbread no later than the
Effective Date.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/azb2-17-12877-179.pdf
About Cornbread Ventures
Cornbread Ventures, LP, is the owner and operator of Z'Tejas
Southwestern Grill. The company was founded in 2015 and is based
in Austin, Texas.
Cornbread Ventures filed a Chapter 11 petition (Bankr. D. Ariz.
Case No. 17-12877) on Oct. 30, 2017. In the petition signed by
Michael Stone, its president and general partner, the Debtor
estimated $1 million to $10 million in both assets and
liabilities.
Judge Brenda K. Martin presides over the case.
Serving as the Debtor's counsel is Jordan A Kroop, Esq., at Perkins
Coie LLP, as counsel. Horne LLP serves as its accountant.
The U.S. Trustee on Jan. 9, 2018, notified the U.S. Bankruptcy
Court for the District of Arizona that no official committee of
unsecured creditors was appointed in the Chapter 11 case.
CORRECT CLAIM: Exclusive Plan Acceptance Period Extended to Oct. 4
------------------------------------------------------------------
The Hon. Laurel E. Babero of the U.S. Bankruptcy Court for the
District of Nevada, at the behest of Correct Claim Public Adjusters
LLC, has extended Debtor's 11 U.S.C. Sec. 1121(c)(3) exclusive
period in which to gain acceptance of a plan to Oct. 4, 2018,
inclusively.
If, at any point in the future, the Debtor is determined to be a
small business debtor, then the Sec. 1129(e) exclusivity period
(within which a plan is to be confirmed) is extended to Oct. 4,
2018, inclusively.
The Troubled Company Reporter has previously reported that the
Debtor requested for a 92-day extension of the exclusive period for
Debtor to gain acceptance of its plan or through Sept. 4, 2018.
The Debtor timely filed its initial Disclosure Statement and
Chapter 11 Plan on April 4, 2018.
The Initial Plan is a 100% plan, in which all creditors are paid
100% of their claim. That Initial Plan anticipated that BVF Fund
II, LLC's claim was going to be approximately $2 million. However,
BVF Fund's filed proof of claim (claim no. 13) states a claim of
$3,144,886, which likely will mean that the Plan will have to pay
creditors less than 100%.
Because the claims objection process for BVF Fund II, LLC, is
likely to take several months, the Debtor recently filed a motion
to estimate the claim of BVF Fund, solely for the purposes of Plan
confirmation. That motion will be heard on May 22, 2018.
The Debtor is actively attempting to negotiate plan treatment with
several key creditors, and in particular BVF Fund, salesforce.com,
and TD Auto Finance, and one other entity. The Debtor anticipates
that it will file one amended disclosure statement and plan, and
will solicit votes on that amended plan.
The Debtor has been trying to get that amended plan filed as
quickly as possible, but negotiations are taking some time and
Debtor may not be able to get it filed in time to ensure that the
plan confirmation hearing is set on or before June 4, 2018.
About Correct Claim Public Adjusters
Based in El Paso, Texas, Correct Claim Public Adjusters, LLC --
http://www.correctclaim.com/-- is a licensed public adjuster that
helps homeowners in determining the value of their claim, reviewing
their existing insurance policy to establish coverage, and
documenting the claim for submission to their insurer. The
company's experience includes both broad-based events such as
hurricanes, hailstorms, wildfires, explosions, or tornados, and
single-property incidents including fires, theft, or
plumbing-related water damage. Correct Claim is also based in the
Rio Grande Valley of Texas and in Denver, Colorado. Correct Claim
was founded by Sergio De La Canal.
Correct Claim Public Adjusters, based in San Antonio, Texas, filed
a Chapter 11 petition (Bankr. D. Nev. Case No. 17-16483) on Dec. 6,
2017. In the petition signed by Sergio De La Canal, its managing
member, the Debtor estimated $500,000 to $1 million in assets and
$1 million to $10 million in liabilities.
The Hon. Laurel E. Davis presides over the case.
Robert Atkinson, Esq., at Atkinson Law Associates, Ltd., serves as
bankruptcy counsel.
CROSSROADS MARKET: Hires Carleen and Carleen as Accountant
----------------------------------------------------------
Crossroads Market, Inc., seeks authority from the U.S. Bankruptcy
Court for the District of Maine to employ Carleen and Carleen,
P.A., as accountant to the Debtor.
Crossroads Market requires Carleen and Carleen to assist the Debtor
in preparing tax returns.
Carleen and Carleen will be paid at the hourly rate of $350.
Carleen and Carleen will also be reimbursed for reasonable
out-of-pocket expenses incurred.
John C. Carleen, a partner at Carleen and Carleen, 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.
Carleen and Carleen can be reached at:
John C. Carleen
CARLEEN AND CARLEEN, P.A.
91 Montvale Ave.
Stoneham, MA 02180
Tel: (781) 438-4600
About Crossroads Market
Crossroads Market, Inc., filed a Chapter 11 bankruptcy petition
(Bankr. D. Maine Case No. 18-20141) on March 22, 2018, estimating
under $1 million in assets and liabilities. The Debtor is
represented by James F. Molleur, Esq., at Molleur Law Office.
CYCLONE CATTLE: Hires McGrath North as Special Counsel
------------------------------------------------------
Cyclone Cattle, L.L.C., seeks authority from the U.S. Bankruptcy
Court for the Southern District of Iowa to employ McGrath North
Mullin & Kratz, PC LLO, as special counsel to the Debtor.
Cyclone Cattle requires McGrath North to:
(a) advise and assist the Debtor with respect to compliance
with legal collection requirements;
(b) advise the Debtor regarding matters of Collection Law,
including the rights and remedies of the Debtor;
(c) represent the Debtor in any proceedings or hearings in any
action in any other court where the Debtor's collection
rights may be litigated or affected;
(d) conduct examinations of witnesses, claimants, or adverse
parties in any proceedings or hearings in any action in
any other court where the Debtor's collection rights may
be litigated or affected; and to prepare and assist in
the preparation of reports of same required in this
Chapter 11 case;
(e) advise the Debtor concerning the requirements of
collection law as the same affect the Debtor in this
proceeding;
(f) make any court appearances on behalf of the Debtor related
to any collection matters; and
(h) take such other action and perform such other services as
the Debtor may require of the firm in connection with
collection of its indebtednesses in relation to the
Chapter 11 case.
McGrath North will be paid at the hourly rate of $310.
McGrath North will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Lauren Goodman, a partner at McGrath North Mullin & Kratz, PC LLO,
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.
McGrath North can be reached at:
Lauren Goodman, Esq.
MCGRATH NORTH MULLIN & KRATZ, PC LLO
First National Tower, Suite 3700
1601 Dodge Street
Omaha, NE 68102
Tel: (402) 341-3070
E-mail: LGoodman@mcgrathnorth.com
About Cyclone Cattle
Cyclone Cattle, LLC, an Iowa corporation engaged in farming
operations including a cattle feed lot, filed a Chapter 11 petition
(Bankr. S.D. Iowa Case No. 18-00856) on April 17, 2018, estimating
under $1 million in both assets and liabilities.
Jeffrey D. Goetz, Esq., at Bradshaw Fowler Proctor & Fairgrave
P.C., is the Debtor's counsel. McGrath North Mullin & Kratz, PC
LLO, is the special counsel. JT Korkow, d/b/a Northwest Financial
Consulting, is its financial advisor.
James L. Snyder, Acting U.S. Trustee for Region 12, appointed an
official committee of unsecured creditors on May 1, 2018. The
Committee retained Sugar Felsenthal Grais & Helsinger LLP as its
legal counsel.
D-M-B CORPORATION: 1828 Realty Buying Camden Property for $1.3M
---------------------------------------------------------------
D-M-B Corp. asks the U.S. Bankruptcy Court for the District of New
Jersey to authorize the sale of the real property located at the
northeast corner of Federal Street and 17th Street, Camden, New
Jersey, designated as Block 1185, Lot 1, and 2 South 18th Street,
Camden, New Jersey, designated as Block 1199, Lot 1, to 1828 Realty
Associates, LLC for $1,250,000, subject to adjustments.
A hearing on the Motion is set for June 19, 2018 at 10:00 a.m. The
objection deadline is June 12, 2018.
The case is a single asset real estate case with the Debtor's
assets consisting of nominal cash on hand and the Property, and its
rights and interests in the leases, rents, issues, and profits of
the Property. The case was commenced to allow the Debtor the
opportunity to liquidate assets to maximize value for the benefit
of its creditors.
The Debtor believes the Property has a value, as scheduled, of
$850,000, based upon the suggested valuation by Joseph A. Riggs,
Jr., of Berkshire Hathaway - Fox & Roach. Assisting the Debtor in
preparation of its Schedules, Riggs explained that one of the
Debtor's lots, on which there is a small warehouse, was marketed
initially at $299,000 and, in the absence of any offers at that
level, offered at a reduced price of $279,900. Riggs explained
that, in the absence of any offers, considering the size of the lot
and the scarcity of comparables, a suggested value for this lot at
$200,000 was appropriate. Riggs suggested a value of $650,000 for
the Debtor's remaining lot based upon its acreage and potential for
development.
To implement its liquidation effort, the Debtor asks approval from
the Court to sell the Property pursuant to its agreement with 1828
Realty, free and clear of liens, with valid liens on the Property
to transfer to the cash proceeds. Under the Contract, as last
amended, 1828 Realty has agreed to a purchase price of $1,250,000,
less certain price adjustments stipulated in the Contract's
amendments, and further reduced by certain environmental
inspection, remediation, demolition, and similar costs associated
with the Debtor's Property and also associated with nearby property
acquired and owned by 1828 Realty.
For clarity, an analysis of the sale price of the Property under
the Agreement, through its amendments, is as follows:
Original gross sale price: $1,750,000
Contractual reduction: $500,000
Environmental credits: $386,828
Share of abatement and demolition costs: $37,660
----------
Resulting adjusted sale price: $825,511
$62,500 of which has been paid through a deposit given by 1828
Realty.
The Debtor is aware of claimed liens and encumbrances that are, or
may be, charges against the Property as follows:
a. City of Camden (Statutory Lien): $6,000 (Approximately),
mortgage given to Ronald DeMedio and Carolyn DiMedio. This
mortgage reflects a claimed indebtedness of $600,000. The Debtor
disputes the validity and extent of this mortgage and is unaware of
any balance owed to Ronald DiMedio and Carolyn DiMedio.
b. Mortgage held by 1828 Realty Associates, LLC in the amount
of $187,500 plus interest
Assuming but not admitting the validity of the foregoing as valid
liens and encumbrances against the Property, such liens total
$793,000 without consideration of additional interest as may be
applicable and costs of sale.
The liquidation of the Property under the Contract would be out of
the ordinary course of the Debtor's business and it asks authority
from the Court to sell the Property.
Approval of the Debtor's sale of the Property is thus strongly in
the best interests of its estate and its creditors.
A copy of the Agreement attached to the Motion is available for
free at:
http://bankrupt.com/misc/D-M-B_Corp_22_Sales.pdf
The Purchaser:
1828 REALTY ASSOCIATES, LLC,
c/o Hangley Aronchick Segal Pudlin & Schiller
20 Brace Road, Suite 201
Cherry Hill, NJ 08034
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.
On April 27, 2018, the Court appointed Joseph A. Riggs, Jr., of
Berkshire Hathaway - Fox & Roach as realtor.
DAVID'S BRIDAL: Bank Debt Trades at 11.58% Off
----------------------------------------------
Participations in a syndicated loan under which David's Bridal Inc.
is a borrower traded in the secondary market at 88.42
cents-on-the-dollar during the week ended Friday, May 25, 2018,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 2.71 percentage points from the
previous week. David's Bridal pays 375 basis points above LIBOR to
borrow under the $520 million facility. The bank loan matures on
October 11, 2019. Moody's rates the loan 'Caa2' and Standard &
Poor's gave a 'CCC' rating to the loan. The loan is one of the
biggest gainers and losers among 247 widely quoted syndicated loans
with five or more bids in secondary trading for the week ended
Friday, May 25.
DIGICEL INTERNATIONAL: Bank Debt Trades at 3% Off
-------------------------------------------------
Participations in a syndicated loan under which Digicel
International Finance Ltd is a borrower traded in the secondary
market at 97 cents-on-the-dollar during the week ended Friday, May
25, 2018, according to data compiled by LSTA/Thomson Reuters MTM
Pricing. This represents a decrease of 1.85 percentage points from
the previous week. Digicel International pays 325 basis points
above LIBOR to borrow under the $1.052 billion facility. The bank
loan matures on May 25, 2024. Moody's rates the loan 'Ba2' and
Standard & Poor's gave no rating to the loan. The loan is one of
the biggest gainers and losers among 247 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday, May 25.
Digicel International Finance Limited is based in Saint Lucia. The
company operates as a subsidiary of Digicel Group Limited.
DRULEYSOUTH INC: Seeks Authority on Continued Cash Collateral Use
-----------------------------------------------------------------
Druleysouth, Inc., asks the U.S. Bankruptcy Court for the Southern
District of Texas to authorize its continued use of cash
collateral.
The Debtor requests the use of the cash collateral to continue
operating the sale of hearing aids stores/business based on the
90-day projected budget which will effectively result in: (i) the
maintenance and preservation of the Bankruptcy Estate; and (ii)
provide the foundation for Debtor's successful reorganization.
Specifically, the Debtor seeks authorization to use cash collateral
to meet its ordinary cash needs of the Debtor (and for such other
purposes as may be approved in writing by the Secured Creditors)
for the payment of:
(a) reasonable and necessary operating expenses;
(b) maintenance and preservation of property of the estate;
(c) property taxes; and
(d) payment of expenses associated with this Chapter 11 case,
including United States Trustee's fees and professional fees and
expenses.
In the event Debtor is authorized to use such cash collateral, the
Debtor contends that Lienholders will be adequately protected by
the value of the tire store business and any required/agreed to
cash payments. In addition, the Debtor will provide continuing
postpetition liens to the Lienholders to the extent the lienholders
have valid prepetition security interests in the cash collateral.
A full-text copy of the Cash Collateral Motion is available at
http://bankrupt.com/misc/txsb18-70182-5.pdf
About Druleysouth
Druleysouth, Inc., filed a Chapter 11 petition (Bankr. S.D. Tex.
Case No. 18-70182) on May 17, 2018. In the petition signed by John
D. Druley, president, the Debtor estimated $50,001 to $100,000 in
assets and $500,001 to $1 million in liabilities. Marcos D. Oliva
of Marcos D. Oliva, P.C., serves as counsel to the Debtor.
ECS REFINING: Trustee Seeks Access to SummitBridge Cash Collateral
------------------------------------------------------------------
W. Donald Gieseke, the Chapter 11 trustee for ECS Refining, Inc.,
asks the U.S. Bankruptcy Court for the Eastern District of
California to authorize the emergency use of the SummitBridge
National Investments V LLC cash collateral effective immediately,
through June 6, 2018 or such other date as the Court orders.
On May 9, 2018, the Court entered the Interim Order on the
Trustee's Motion for authority on cash collateral use. Since the
entry of the Interim Order on First Emergency Motion, the Trustee
has been working diligently to learn about the Debtor's business
operations, obtain critical financial information, and ascertain
the management and financial needs of the Debtor for the short term
and intermediate term. The Trustee also has interviewed and
selected a financial advisor to assist in further budget
projections.
Trustee on behalf of the Debtor is in critical need of the release
of funds during the pendency of its chapter 11 case on an emergency
basis.
The Debtor has informed the Trustee that as of May 14, 2018, it had
approximately $686,526 in the DIP/Trustee postpetition Wells Fargo
Account and in the Bank of Stockton non DIP/Trustee prepetition
account. The Debtor projects receiving additional receipts during
the week of May 14 of $605,166 and during the week of May 21
additional receipts of $873,783.
Accordingly, the Trustee also requests the Court to allow him to
keep the Debtor's Bank of Stockton Account open because customers
of the Debtor continue to send their checks to that account. The
Debtor has informed the Trustee that it has informed its customers
to send payments to the Debtor in Possession account at Wells
Fargo. However, some customers continue to send payments to the
Bank of Stockton account. As of Tuesday May 15, the Bank of
Stockton Account contained approximately $136,492. The need for
immediate access to the Debtor's receipts is critical to the
continued operation of the Debtor’s business. If the account
remains open, the Trustee can sweep the funds deposited into that
account into the Wells Account.
In order to avoid immediate and irreparable harm Trustee has
requested that SummitBridge consent to the limited use of
SummitBridge's cash collateral of up to $650,000 to fund
post-petition payroll and payroll related expenses, up to $210,000
for post-petition employee benefits such as health insurance, up to
$165,000 for workers compensation insurance, up to $72,000 for
post-petition rent due to non-insider landlords, up to $200,000 for
freight and fuel, up to $70,000 for equipment maintenance, up to
$30,000 for supplies and post-petition employee expense
reimbursements, up to $300,000 for settlements due to consignors
for product sold, all of which the Trustee believes are necessary
to avoid immediate and irreparable harm for a total of $1,697,000.
SummitBridge National Investments V LLC asserts that as of the
Petition Date, the Debtor was indebted to SummitBridge in excess of
$25,000,000 and additional fees and expenses owed pursuant to
applicable loan documents. SummitBridge claims that the
Pre-Petition Secured Debt is secured by a valid and perfected first
priority lien and security interest in substantially all of the
Debtor's property and all proceeds thereof.
SummitBridge has informed the Trustee that it is reviewing the
proposed use of cash collateral and will inform the Trustee whether
it is willing to stipulate to the emergency use of cash collateral
in return for a replacement lien on post-petition assets and a
limited adequate protection order substantially on the same terms
and conditions as the existing Interim Order on First Emergency
Motion.
Trustee proposes to grant SummitBridge a replacement lien on any
and all post-petition assets of the Debtor of the same kind and
character and to the same extent, validity and priority as
SummitBridge's pre-petition liens to the extent of use of cash
collateral. Trustee will also grant the adequate protection as is
described in more detail in the Second Interim Order including: (i)
the granting of an allowed superpriority administrative claim
pursuant to Section 507(b) of the Bankruptcy Code; and (ii)
providing that SummitBridge's liens continue in the proceeds and
profits of the pre-petition collateral pursuant to section 552(b)
of the Bankruptcy Code.
The Trustee will be providing SummitBridge's financial advisor
access to information as it is obtained by the Trustee and his
financial advisors.
A full-text copy of the Cash Collateral Motion is available at
http://bankrupt.com/misc/caeb18-22453-143.pdf
About ECS Refining Inc.
ECS Refining, Inc. -- https://www.ecsrefining.com/ -- offers a full
suite of IT asset management and disposition solutions. It
provides national brand protection solutions for environmental
services, IT asset management, data protection and end-of-life
electronic recycling services. ECS was founded in 1980 by Jim and
Ken Taggart as a processor of post-manufacturing scrap and residues
for OEMs in the Silicon Valley.
As the electronics industry enjoyed rapid growth and manufacturing
operations were outsourced to other parts of the world, ECS adapted
by shifting its focus to processing post-consumer electronics. The
company has locations in Rogers, Arizona; Santa Clara, California;
Santa Fe Springs, California; Stockton, California; Columbus, Ohio;
Medford, Oregon; Portland, Oregon; and Mesquite, Texas.
ECS Refining sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. E.D. Cal. Case No. 18-22453) on April 24, 2018. In
the petition signed by Jack Rockwood, president, the Debtor
estimated assets of $1 million to $10 million and liabilities of
$10 million to $50 million.
Judge Robert S. Bardwil presides over the case.
The Debtor tapped Snell & Wilmer LLP as its legal counsel; Ringstad
& Sanders LLP as special counsel; and MCA Financial Group, Ltd., as
its financial advisor.
W. Donald Gieseke was appointed as the Chapter 11 Trustee. The
Trustee hired Felderstein Fitzgerald Willoughby & Pascuzzi LLP as
his legal counsel.
ELEMENTS BEHAVIORAL: Hires Donlin Recano as Claims Agent
--------------------------------------------------------
EBH Topco, LLC, and its debtor-affiliates seek authority from the
U.S. Bankruptcy Court for the District of Delaware to employ Donlin
Recano & Company, Inc., as claims and noticing agent to the
Debtors.
EBH Topco requires Donlin Recano to:
a) prepare and serve required notices and documents in the
Chapter 11 case in accordance with the Bankruptcy Code and
the Bankruptcy Rules in the form and manner directed by
the Debtors and the Court including: (i) notice of the
commencement of the Chapter 11 cases and the initial
meeting of creditors under section 341(a) of the Bankruptcy
Code; (ii) notice of any claims bar date; (iii) notices of
transfers of claims; (iv) notices of objections to claims
and objections to transfers of claims; (v) notices of any
hearings on a disclosure statement and confirmation of the
Debtors' plan or plans of reorganization, including under
Bankruptcy Rule 3017(d); (vi) notice of the effective date
of any plan; and (vii) all other notices, orders,
pleadings, publications, and other documents as the Debtors
or Court may deem necessary or appropriate for an orderly
administration of the Chapter 11 cases;
b) maintain (i) a list of all potential creditors, equity
holders, and other parties-in-interest; and (ii) a "core"
mailing list consisting of all parties described in
Bankruptcy Rule 2002 and those parties that have filed a
notice of appearance pursuant to Bankruptcy Rule 9010;
update said lists and make said lists available upon
request by a party-in-interest or the Clerk;
c) furnish a notice to all potential creditors of the last
date for the filing of proofs of claim and a form for the
filing of a proof of claim, after such notice and form are
approved by the Court, and notify said potential creditors
of the existence, amount and classification of their
respective claims as set forth in the Schedules, which may
be effected by inclusion of such information, or the lack
thereof, in cases where the Schedules indicate no debt due
to the subject party, on a customized proof of claim form
provided to potential creditors;
d) maintain a post office box or address for the purpose of
receiving claims and returned mail, and process all mail
received;
e) for all notices, motions, orders, or other pleadings or
documents served, prepare and file or cause to be filed
with the Clerk an affidavit or certificate of service
within seven (7) business days of service which includes:
(i) either a copy of the notice served or the docket
number(s) and title of the pleadings served; (ii) a
list of persons to whom it was mailed, in alphabetical
order, with their addresses; (iii) the manner of
service; and (iv) the date served;
f) process all proofs of claim received, including those
received by the Clerk, and check said processing for
accuracy, and maintain the original proofs of claim in a
secure area;
g) maintain the official claims register for each Debtor
(collectively, the "Claims Registers") on behalf of the
Clerk; upon the Clerk's request, provide the Clerk with
certified, duplicate unofficial Claims Registers; and
specify in the Claims Registers the following information
for each claim docketed: (i) the claim number assigned;
(ii) the date received; (iii) the name and address of the
claimant and agent, if applicable, who filed the claim;
(iv) the amount asserted; (v) the asserted
classification(s) of the claim (e.g., secured, unsecured,
priority, etc.); (vi) the applicable Debtor; and (vii) any
disposition of the claim;
h) provide public access to the Claims Register, including
complete proofs of claim with attachments, if any, without
charge;
i) implement necessary security measures to ensure the
completeness and integrity of the Claims Registers and the
safekeeping of the original claims;
j) record all transfers of claims and provide any notices of
such transfers as required by Bankruptcy Rule 3001(e);
k) relocate, by messenger or overnight delivery, all of the
court-filed proofs of claim to the offices of Donlin, not
less than weekly;
l) upon completion of the docketing process for all claims
received to date for each case, turn over to the Clerk
copies of the claims register for the Clerk's review, upon
the Clerk's request;
m) monitor the Court's docket for all notices of appearance,
address changes, and claims-related pleadings and orders
filed and make necessary notations on and changes to the
claims register;
n) identify and correct any incomplete or incorrect addresses
in any mailing or service lists;
o) assist in the dissemination of information to the public
and respond to requests for administrative information
regarding the case as directed by the Debtors or the
Court, including through the use of a case website and
call center;
p) monitor the Court's docket in the Chapter 11 Cases and,
when filings are made in error or containing errors, alert
the filing party of such error and work with them to
correct any such error;
o) assist in the solicitation, calculation, and tabulation of
votes and distribution, as required in furtherance of
confirmation of a plan of reorganization or liquidation;
p) provide such other noticing, disbursing and related
administrative services as may be required from time to
time by the Debtors;
q) if the Chapter 11 Cases are converted to cases under
chapter 7 of the Bankruptcy Code, contact the Clerk's
office within three (3) days of notice to Donlin Recano of
entry of the order converting the case;
r) thirty (30) days prior to the close of the Chapter 11
Cases, to the extent practicable, request that the Debtors
submit to the Court a proposed order dismissing Donlin
Recano as Claims and Noticing Agent and terminating its
services in such capacity upon completion of its duties and
responsibilities and upon the closing of the Chapter 11
Cases;
s) within seven (7) days of notice to Donlin Recano of entry
of an order closing the Chapter 11 Cases, provide to the
Court the final version of the Claims Register as of the
date immediately before the close of the Chapter 11
Cases; and
t) at the close of the Chapter 11 Cases, (i) box and transport
all original documents, in proper format, as provided by
the Clerk's office, to (A) the Philadelphia Federal
Records Center, 14700 Townsend Road, Philadelphia, PA
19154 or (B) any other location requested by the Clerk's
office, and (ii) docket a completed SF-135 Form indicating
the accession and location numbers of the archived claims.
Donlin will be paid at these hourly rates:
Senior Bankruptcy Consultant $175
Case Manager $140
Technology/Programming Consultant $110
Consultant/Analyst $90
Clerical $45
Prior to the Petition Date, the Debtors reimbursed Donlin Recano
$31,639 for services provided. Additionally, the Debtors provided
Donlin Recano with a retainer in the amount of $25,000.
Donlin Recano will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Nellwyn Voorhies, executive director of Donlin Recano & Company,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtors and their
estates.
Donlin Recano can be reached at:
Nellwyn Voorhies
DONLIN RECANO & COMPANY, INC.
6201 15th Avenue
Brooklyn, NY 11219
Tel: (619) 346-1628
E-mail: nvoorhies@donlinrecano.com
About EBH Topco, LLC
Long Beach, California-based EBH Topco, LLC along with its
subsidiaries -- http://www.elementsbehavioralhealth.com/-- are
providers of behavioral health services and residential drug and
alcohol addiction treatment. The Elements Behavioral Health(R)
family of programs offers comprehensive, innovative treatment for
substance abuse, sexual addiction, trauma, eating disorders, and
other mental health disorders.
EBH Topco, LLC (Lead Case), Elements Behavioral Health, Inc., and
certain of its affiliates sought Chapter 11 bankruptcy protection
on May 23, 2018 (Bankr. D. Del. Lead Case No. 18-11214).
In the petitions signed by Martin McGahan, chief restructuring
officer, the Debtors estimated $50 million to $100,000 million in
assets and under $100 million to $500 million in liabilities.
Hon. Brendan Linehan Shannon presides over the Debtors' cases.
Christopher A. Ward, Esq., Shanti M. Katona, Esq., Stephen J.
Astringer, Esq., and Jeremy R. Johnson of Polsinelli PC serve as
counsel to the Debtors. Alvarez & Marsal LLC acts as restructuring
advisor to the Debtors, Houlihan Lokey Capital, Inc. as investment
banker, and Donlin, Recano & Company, Inc., as notice and claims
agent.
EMC GROUP: Unsecured Creditors to be Paid 60% Over Five Years
-------------------------------------------------------------
EMC Group, Inc., filed with the U.S. Bankruptcy Court for the
Southern District of Florida a disclosure statement in support of
its plan of reorganization dated May 19, 2018.
The Debtor is a Florida corporation which owns and leases real
property located at 3851 Virginia Ave., Fort Pierce, Florida
34981.
The Plan contemplates that the Debtor will continue its efforts to
restructure the indebtedness on its assets and continue to operate
its business for the benefit of the estate, including equity so
that it can pay its creditors. The Debtor believes that there is
sufficient equity in the Property and Rental Income to pay debt
service to PNC, the first lien holder on the Property, and Sign
Access, Inc., a judgment lien creditor in the amount of $29,118.49,
at a market rate of interest for a market term, and to pay all
other unsecured creditors over a reasonable period of time.
Class 6 under the plan consists of all of the Allowed General
Unsecured Claims. All holders of Allowed General Unsecured Claims
will be paid 60% through equal monthly payments for five years.
Class 6 Claims are impaired.
The Debtor believes that following confirmation of the Plan, the
Debtor and the Reorganized Debtor will be able to perform their
obligations under the Plan without the need for further liquidation
or financial reorganization.
The Debtor's principal sources of revenue are comprised of the
Debtor's Rental Income. Prior to the Effective Date, the Debtor,
and following the Effective Date, the Reorganized Debtor will
continue to collect its Rental Income and operate the Property.
A copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/flsb17-22636-90.pdf
About EMC Group Inc.
EMC Group, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla. Case No. 17-22636) on October 18,
2017. Jerry Jacobson, authorized representative, signed the
petition.
At the time of the filing, the Debtor disclosed that it had
estimated assets and liabilities of less than $1 million.
Judge Paul G. Hyman, Jr. presides over the case.
The U.S. Trustee on Jan. 2 notified the U.S. Bankruptcy Court for
the Southern District of Florida that no official committee of
unsecured creditors was appointed for EMC Group, Inc.
ENDURO RESOURCE: Authorized to Use Cash Collateral on Interim Basis
-------------------------------------------------------------------
The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District
of Delaware authorized Enduro Resource Partners LLC and affiliates
to use cash collateral on an interim basis in accordance with the
approved budget.
A hearing to consider entry of an order granting the Cash
Collateral Motion on a final basis will be held on June 11, 2018 at
10:00 a.m. Any objections or responses to the entry of such an
order are required to be filed and served on or before 4:00 p.m. on
June 4, 2018.
The Debtors are authorized to use cash collateral for (a) working
capital purposes; (b) other general corporate purposes of the
Debtors; and (c) the satisfaction of the costs and expenses of
administering the Chapter 11 cases.
The Agents, on behalf of themselves and for the benefit of each of
the Prepetition Secured Parties, are granted, solely to the extent
of any diminution in value of their interests in the prepetition
collateral from and after the Petition Date, the following:
(a) The First Lien Agent is granted, for the ratable benefit
of the First Lien Secured Parties, valid, binding, continuing,
enforceable, fully perfected, security interests in and liens on
any and all tangible and intangible pre- and post-petition property
of the Debtors, whether existing before, on or after the Petition
Date, together with any proceeds thereof.
(b) Subject to the Carve-Out, the Permitted Liens, including,
for the avoidance of doubt, the Royalty Trust LC Lien, the
Prepetition First Lien Credit Facility Liens, the First Lien
Adequate Protection Liens, and, solely to the extent required under
the Bankruptcy Code, that are perfected subsequent to the Petition
Date as permitted by Bankruptcy Code section 546(b) in all
respects, pursuant to section 361 and 363(e) of the Bankruptcy
Code, and as a condition of the consensual use of cash collateral,
as adequate protection against actual Diminution in Value of their
interests in the Prepetition Collateral, including the Cash
Collateral, the Second Lien Agent is granted, for the ratable
benefit of the Second Lien Secured Parties, valid, binding,
continuing, enforceable, fully perfected, security interests in and
liens on any and all tangible and intangible pre- and post-petition
property of the Debtors, whether existing before, on or after the
Petition Date, together with any proceeds thereof.
(c) The Secured Party Adequate Protection Obligations due to
the First Lien Secured Parties will constitute allowed
superpriority administrative expense claims pursuant to sections
503(b) and 507(b) of the Bankruptcy Code of each of the First Lien
Secured Parties.
(d) The Secured Party Adequate Protection Obligations due to
the Second Lien Secured Parties will constitute allowed
superpriority administrative expense claims pursuant to sections
503(b) and 507 (b) of the Bankruptcy Code junior to the First Lien
Adequate Protection Superpriority Claims by each of the Second Lien
Secured Parties
(e) The First Adequate Protection Liens will have the priority
over and are senior in all respects to the Second Lien Adequate
Protection Liens with the respect to the Adequate Protection
Collateral. The Prepetition First Lien Credit Facility Liens have
priority over and are senior in all respects to the Second Lien
Adequate Protection Liens with respect to the Prepetition
Collateral. The Adequate Protection Liens will be junior only to:
(i) the carve-out, (ii) solely with respect to the Second Lien
Adequate Protection Liens, the First Lien Adequate Protections
Liens and the Prepetition First Lien Credit Facility Liens and
(iii) any other valid enforceable unavoidable and properly
perfected liens on the Adequate Protection Collateral including the
Royalty Trust LC lien or in existence immediately prior to the
petition date that are perfected subsequent to the Petition Date as
permitted Section 546 of the Bankruptcy Code
(f) As additional adequate protection the First Lien Secured
Parties will receive from the Debtors cash payments in an amount
equal to (i) immediate payment of all cash interest, fees and the
other amounts accrued and unpaid under the terms of the First Lien
Credit Agreement prior the Petition Date and (ii) current payment
of interest at the Base Rate under the First Lien Credit Agreement
plus 2.50% on the first business day of each calendar month
The Royalty Trust LC Secured Parties will receive from the Debtors,
as applicable, current payment of all outstanding prepetition and
all post-petition reasonable and documented fees and expenses
incurred by the Royalty Trust LC Issuer including the reasonable
and the documented fees and expenses incurred by Davis Polk &
Wardwell LLP and Morris Nichols Arsht & Tunnel LLP as counsel to
the Royalty Trust LC issuer and RPA Advisors LLC as financial
advisors to the Royalty Trust LC Issuer.
A full-text copy of the Interim Order is available at
http://bankrupt.com/misc/deb18-11174-69.pdf
About Enduro Resource
Enduro Resource Partners LLC and its subsidiaries are independent
oil and natural gas companies engaged in the acquisition,
exploration, exploitation, development, and operation of oil and
gas properties. They have operated and non-operated oil and gas
assets in Texas, Louisiana, New Mexico, North Dakota, and Wyoming,
as well as royalty interests in certain properties in Montana.
Enduro Resource Partners LLC and five affiliates filed for Chapter
11 bankruptcy protection (Bankr. D. Del. Lead Case No. 18-11174) on
May 15, 2018. Enduro Royalty Trust, a publicly-traded Delaware
statutory trust formed on May 3, 2011, has not filed a chapter 11
petition and will also continue to operate in the normal course.
In the petition signed by Kimberly A. Weimer, vice president and
CFO, the Debtors estimated $100 million to $500 million in assets
and liabilities.
The Hon. Kevin Gross presides over the case.
Michael R. Nestor, Esq., and Kara Hammond Coyle, Esq., at Young
Conaway Stargatt & Taylor, LLP; and George A. Davis, Esq., Caroline
A. Reckler, Esq., Matthew L. Warren, Esq., and Jason B. Gott, Esq.,
at Latham & Watkins LLP, serve as counsel to the Debtors. Evercore
Group, L.L.C. serves as the Debtors' financial advisor; and Alvarez
& Marsal North America, LLC, as the Debtors' restructuring advisor.
Kurtzman Carson Consultants LLC serves as the Debtors' claims and
noticing agent.
ENDURO RESOURCE: Sets Procedures for All Assets
-----------------------------------------------
Enduro Resource Partners, LLC, and affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to authorize the
bidding procedures in connection with the sale of substantially all
of the assets in four packages, including: (i) the North Dakota
Package to Cobra Oil & Gas Corp. for $45 million; (ii) the Wyoming
Package to Mid-Con Energy Properties, LLC for $5 million; (iii) the
North Louisiana Package; and (iv) the Trust Related Assets Package
to Evolution Petroleum Corp. for $27.5 million, each case subject
to adjustments, subject to overbid.
After diligently considering a number of restructuring alternatives
and after discussions with their first lien creditors, the Debtors
determined to undertake a comprehensive marketing process. And, on
Jan. 12, 2018, they sent a sale teaser to the entire buyer list
to launch the marketing process.
After reviewing all of the bid proposals, the Debtors, in
consultation with their advisors, determined that the offers from
the Stalking Horse Bidders were the most attractive, in view of the
consideration offered thereby and deficiencies in other bids.
Accordingly, with a stalking horse bidding floor in place, they now
ask to promptly effectuate the sale transactions to the Stalking
Horse Bidders, subject to a competitive bidding process that is
consistent with both the timing of the Chapter 11 Cases and their
fiduciary duties to maximize value for their estates, stakeholders,
and parties in interest. Upon the Court's entry of the Bidding
Procedures Order, the Debtors intend to provide notice of the
Bidding Procedures, the Auction date, the deadline to object to the
proposed Sale of the Debtors' assets, and the Sale Hearing to all
potential purchasers of the Assets that have contacted or been
contacted by the Debtors or their advisors during the marketing
process to date.
The Debtors' Assets are comprised primarily of the Debtors' oil and
gas properties, principally located in North Dakota, Wyoming,
Louisiana, Texas, and New Mexico. The Assets were divided into
three asset packages for purposes of the marketing process the
Debtors conducted prepetition, with one of those packages later
divided into two packages as a result of bidding activity.
Ultimately, the Debtors entered into purchase and sale agreements
with the Stalking Horse Bidders for three of the four packages.
The first asset package, referred to as "Package 1A" or the "North
Dakota Package," is comprise of long-lived conventional waterflood
oil properties located in the Willison and Big Horn Basins in North
Dakota. On May 14, 2018, Debtor Enduro Operating, LLC and Cobra
Oil & Gas Corp. entered into that the Purchase and Sale Agreement,
pursuant to which Cobra agreed to purchase the North Dakota
Package.
The second asset package, referred to as "Package 1B" or the
"Wyoming Package," is comprised of long-lived conventional
waterflood oil properties located in the Willison and Big Horn
Basins in Wyoming. The Wyoming Package also contains a sour gas
plant and oil pipeline. When the Debtors first launched their
marketing process in January 2018, the North Dakota Package and the
Wyoming Package were marketed together as a single package, but the
Debtors determined in discussions with bidders that value would be
maximized by dividing the single package in two.
On May 14, 2018, Enduro Operating and Mid-Con Energy Properties,
LLC entered into that the Purchase and Sale Agreement pursuant to
which Mid-Con agreed to purchase the Wyoming Package.
The third asset package, referred to as "Package 2" or the "North
Louisiana Package," is comprised of oil and natural gas properties
in the Cotton Valley Play and the Haynesville Play in Caddo and
DeSoto Parishes, Louisiana. Despite negotiations prior to the
Petition Date with several interested parties, the Debtors have not
entered into a stalking horse agreement with respect to Package 2,
but request the authority to do so and grant bid protections worth
up to 4% of the purchase price, subject to (a) filing and providing
notice to counsel to the First Lien Agent, the counsel to the
second lien lenders, the Office of the United States Trustee, and
any statutory committee appointed in the Chapter 11 Cases of the
proposed terms of such stalking horse agreement and (b) a seven-day
objection period from the provision of such notice for such
parties. In the event of an objection by any of such parties, the
Debtors will ask a further order of the Court with respect
thereto.
As set forth in the Bidding Procedures, any party seeking to be the
stalking horse as to the North Louisiana Package would be required
to submit its stalking horse proposal by June 15, 2018, and the
Debtors would provide the notice described above by June 19, 2018,
in each case subject to extension with the consent of a majority of
the First Lien Lenders. In the event the Debtors do not reach
agreement on a stalking horse agreement with respect to Package 2,
the Debtors will proceed to the Auction with a minimum "reserve
price" of $14 million on Package 2 as set forth in the Bidding
Procedures.
The fourth asset package, referred to as "Package 3" or the "Trust
Related Assets Package," is comprised of the Debtors' working
interests in oil and gas properties in Texas, Louisiana, and New
Mexico that are burdened by the "net profits interest" in favor of
Enduro Royalty Trust, plus the publicly traded units in Enduro
Royalty Trust owned by Enduro Resource Partners, LLC. On May 14,
2018, Enduro Operating and Evolution Petroleum Corp. entered into
the Purchase and Sale Agreement, pursuant to which Evolution agreed
to purchase the Trust Related Assets Package.
The material terms and conditions of the Stalking Horse Agreements,
including required disclosures under Local Rule 6004-1(b)(iv),
are:
a. Seller: Enduro Operating, LLC
b. Stalking Horse Bidders: Cobra Oil & Gas Corp., Mid-Con
Energy Properties, LLC and Evolution Petroleum Corp.
c. Consideration: Purchase Price: (a) for the North Dakota
Package, $45 million; (b) for the Wyoming Package, $5 million; and
(c) for the Trust Related Assets Package, $27.5 million; in each
case, subject to customary adjustments.
d. Credit Bidding: The Stalking Horse Agreements do not
contemplate credit bidding under section 363(k) of the Bankruptcy
Code. Subject to certain express restrictions, however, the
proposed Bidding Procedures preserve secured creditors' right to
credit bid.
e. Closing Deadlines: Each Stalking Horse Agreement may be
terminated by the applicable Stalking Horse Bidder if (a) the
Bidding Procedures Order is not entered within 45 days of the
Petition Date, (b) the Sale Order is not entered within 75 days of
the Petition Date, and (c) the Sale of the applicable Asset Package
does not close (i) as to the North Dakota Stalking Horse Agreement,
within 120 days of the Petition Date; (ii) as to the Wyoming
Stalking Horse Agreement, by Sept. 17, 2018; and (iii) as to the
Trust Related Stalking Horse Agreement, by Sept. 12, 2018.
f. Good Faith Deposit: Each Stalking Horse Bidder has agreed
to deposit 10% of the purchase price under its Stalking Horse
Agreement, which deposit generally is subject to forfeit if all the
Stalking Horse Bidder's closing conditions have been met or waived
and the sale does not close due to such Stalking Horse Bidder's
breach of the Stalking Horse Agreement.
g. Use of Proceeds: In accordance with the Debtors' Sale and
Plan Support Agreement with certain of their first lien creditors,
the Debtors intend that the proposed form(s) of Sale Order will
provide for the proceeds of the Sale to be applied to outstanding
claims under the first lien credit agreement, subject to certain
reserves and payment of certain other claims and expenses.
h. Free and Clear of Unexpired Leases or Other Rights: The
Stalking Horse Agreements do not contemplate the sale of any
property free and clear of any possessory leasehold interest,
license, or other right.
i. Relief from Bankruptcy Rule 6004(h): To maximize the value
received for the Assets, the Debtors are asking the ability to
close the Sale contemplated by the Stalking Horse Agreements as
soon as possible after the Sale Hearing. They, therefore, have
asked a waiver of the 14-day stay under Bankruptcy Rule 6004(h).
To ensure that the highest or otherwise best offer is received for
the Assets, the Debtors crafted the proposed Bidding Procedures to
govern the submission of competing bids at an Auction, all of which
is contemplated and expressly permitted under the Stalking Horse
Agreements.
Their proposed timeline with respect to the Bidding Procedures, the
Auction, the Sale Hearing, and the Sale is as follows:
a. Hearing to Consider Approval of Bidding Procedures: June
11, 2018
b. Service of Sale Notice (as defined below) June 15, 2018
c. Deadline for Submission of Stalking Horse Proposals as to
Package 2: June 15, 2018
d. Deadline for Filing and Service of Notice of Selection of
Stalking Horse as to Package 2: June 19, 2018
e. Sale Objection Deadline: 14 days after service of Sale
Notice
f. Bid Deadline: July 11, 2018
g. Auction: July 16, 2018
h. Sale Hearing: July 19, 2018 (or such later time as the
Debtors may be heard)
No later than one business day after the entry of the Bidding
Procedures Order, the Debtors (or its agent) will serve the Sale
Notice upon all Notice Parties. No later than 10 business days
after the entry of the Bidding Procedures Order, the Debtors also
will publish a notice in the Wall Street Journal and the Fort Worth
Star-Telegram.
The salient terms of the Bidding Procedures are:
a. Assets to be Sold: The Auction will consist of
substantially all of the assets owned by the Debtors in four
packages, including: (i) the North Dakota Package; (ii) the Wyoming
Package; (iii) the North Louisiana Package; and (iv) the Trust
Related Assets Package. For the avoidance of doubt, interested
parties may bid on any Asset Package, individually or in any
combination, including all of the Assets.
b. Purchase Price: Each Bid must clearly set forth the
purchase price to be paid for the applicable asset package,
including and identifying separately any cash and non-cash
components, which non-cash components will be limited only to
credit-bids.
c. Minimum Bid: The aggregate consideration proposed by each
Bid must equal or exceed the sum of: $47.8 million in cash for the
North Dakota Package; $5,675,000 in cash for the Wyoming Package;
for the North Louisiana Package, a cash reserve price of$14
million; and $29.1 million in cash for the Trust Related Assets
Package.
d. Deposit: Each Bid, other than a Stalking Horse Bid, must be
accompanied by a cash deposit in the amount equal to 10% of the
aggregate cash and non-cash Purchase Price of the Bid, to be held
in a segregated account to be identified and established by the
Debtors.
e. Assumption of Obligation: Each Bid must expressly assume
all of the obligations contemplated to be assumed by, and on terms
no less favorable to the Debtors than, the applicable Stalking
Horse Agreement (if any), as determined in the Debtors' business
judgment, and after consultation with the Majority First Lien
Lenders.
f. As-Is, Where-Is: Each Bid must include a written
acknowledgement and representation that the Qualified Bidder: (i)
has had an opportunity to conduct any and all due diligence
regarding the Assets prior to making its offer; (ii) has relied
solely upon its own independent review, investigation, and/or
inspection of any documents and/or the Assets in making its Bid;
and (iii) did not rely upon any written or oral statements,
representations, promises, warranties, or guaranties whatsoever,
whether express, implied by operation of law, or otherwise,
regarding the Assets or the completeness of any information
provided in connection therewith or the Auction, except as
expressly stated in the Bidder's Bid.
g. Bid Deadline: July 11, 2018 at 5:00 p.m. (ET)
h. Breakup Fee: $1,350,000 for the North Dakota Package;
$100,000 for the Wyoming Package; and $825,000 for the Trust
Related Assets Package
i. Expense Reimbursement: up to $450,000 for the North Dakota
Package; up to $75,000 for the Wyoming Package; and up to $275,000
for the Trust Related Assets Package
j. Bidding Increments: $100,000 for the North Dakota Package;
$500,000 for the Wyoming Package; $500,000 for the North Louisiana
Package; and $500,000 for the Trust Related Assets Package, with
any Overbid for multiple Asset Packages incorporating an aggregate
incremental amount equal to the sum of each applicable Minimum
Overbid Increment
A copy of the APAs and the Bidding procedures attached to the
Motion is available for free at:
http://bankrupt.com/misc/Enduro_Resource_20_Sales.pdf
To facilitate and effect the Sale of the Assets, the Debtors ask
authority to assume and assign certain of their contracts and
unexpired leases consistent with the procedures established in the
Bidding Procedures Order and the Stalking Horse Agreements.
Within five business days after entry of the Bidding Procedures
Order, the Debtors will serve the Cure Notice on all non-Debtor
counterparties to all of their executory contracts and unexpired
leases. Each Counterparty will have until the earlier to occur of
(x) 5:00 p.m. (ET) on the date that is 14 days after the filing and
service by the Debtors to the Counterparty of the Cure Notice or
the Previously Omitted Contract Notice (as applicable), and (y) the
Sale Hearing.
The Debtors submit that it is appropriate to sell the Assets and to
assign the Assumed Contracts free and clear of all Liens, other
than (a) any Permitted Encumbrances as set forth in the Stalking
Horse Agreements or (b) any permitted Liens as set forth in the
purchase agreement with the Successful Bidder(s) pursuant to
section 363(f) of the Bankruptcy Code, with any such Liens
attaching to the net sale proceeds of the Assets, as and to the
extent applicable.
The Debtors determined to undertake a sale of substantially all of
their assets after careful consideration of all potential
alternatives, consultation with their board of managers, and
coordination with their secured lenders.
To implement the foregoing successfully, the Debtors ask a waiver
of the notice requirements under Bankruptcy Rule 6004(a), to the
extent not satisfied, and of the 14-day stay under Bankruptcy Rule
6004(h). As described , the relief that the Debtors seek in the
Motion is immediately necessary for them to be able to continue to
operate their businesses and preserve the value of their estates.
The Purchasers:
COBRA OIL & GAS CORP.
2201 Kell Blvd.
Wichita Falls, TX 76308
Attn: Jeff R. Dillard, President
Robert W. Osborne, VP
Telephone: (940) 716-5100
Facsimile: (940) 716-5160
E-mail: jeff@cobraogc.com
bob@cobraogc.com
MID-CON ENERGY PROPERTIES, LLC
2431 E 61st, Suite 850
Tulsa, OK 74136
Attn: Charles L. McLawhorn, III
Telephone: (918) 743-7575
Facsimile: (918) 743-8859
E-mail: cmclawhorn@midcon-energy.com
EVOLUTION PETROLEUM CORP.
1155 Dairy Ashford Rd., Suite 425
Houston, TX 77079
Attn: Randall D. Keys, CEO
Telephone: (713) 935-0122
Facsimile: (713) 935-0199
E-mail: rkeys@evolutionpetroleum.com
About Enduro Resource
Enduro Resource Partners LLC and its subsidiaries are independent
oil and natural gas companies engaged in the acquisition,
exploration, exploitation, development, and operation of oil and
gas properties. They have operated and non-operated oil and gas
assets in Texas, Louisiana, New Mexico, North Dakota, and Wyoming,
as well as royalty interests in certain properties in Montana.
Enduro Resource Partners LLC and five affiliates filed for Chapter
11 bankruptcy protection (Bankr. D. Del. Lead Case No. 18-11174) on
May 15, 2018. Enduro Royalty Trust, a publicly-traded Delaware
statutory trust formed on May 3, 2011, has not filed a chapter 11
petition and will also continue to operate in the normal course.
In the petition signed by Kimberly A. Weimer, vice president and
CFO, the Debtors estimated $100 million to $500 million in assets
and liabilities.
The Hon. Kevin Gross presides over the case.
Michael R. Nestor, Esq., and Kara Hammond Coyle, Esq., at Young
Conaway Stargatt & Taylor, LLP; and George A. Davis, Esq., Caroline
A. Reckler, Esq., Matthew L. Warren, Esq., and Jason B. Gott, Esq.,
at Latham & Watkins LLP, serve as counsel to the Debtors. Evercore
Group, L.L.C. serves as the Debtors' financial advisor; and Alvarez
& Marsal North America, LLC, as the Debtors' restructuring advisor.
Kurtzman Carson Consultants LLC serves as the Debtors' claims and
noticing agent.
ENDURO RESOURCE: Taps Kurtzman Carson as Administrative Advisor
---------------------------------------------------------------
Enduro Resource Partners LLC seeks approval from the U.S.
Bankruptcy Court for the District of Delaware to hire Kurtzman
Carson Consultants LLC as its administrative advisor.
The firm will provide bankruptcy administration services, including
the tabulation of votes in connection with any bankruptcy plan
filed by the company and its affiliates; providing an official
ballot certification and testifying, if necessary, in support of
the tabulation results; and managing any distribution pursuant to
the plan.
Kurtzman will charge these hourly fees:
Securities/Solicitation
Director or Consultant $195 – $215
Consultants $35 – $195
Analyst $30 – $50
Prior to the Petition Date, the Debtors made an advanced payment of
$25,000 to the firm.
Kurtzman is a "disinterested person" as defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
Evan Gershbein
Kurtzman Carson Consultants LLC
2335 Alaska Avenue
El Segundo, CA 90245
Tel: (310) 823-9000
About Enduro Resource
Enduro Resource Partners LLC and its subsidiaries are independent
oil and natural gas companies engaged in the acquisition,
exploration, exploitation, development, and operation of oil and
gas properties. They have operated and non-operated oil and gas
assets in Texas, Louisiana, New Mexico, North Dakota, and Wyoming,
as well as royalty interests in certain properties in Montana.
Enduro Resource Partners LLC and five affiliates filed for Chapter
11 bankruptcy protection (Bankr. D. Del. Lead Case No. 18-11174) on
May 15, 2018. Enduro Royalty Trust, a publicly-traded Delaware
statutory trust formed on May 3, 2011, has not filed a chapter 11
petition and will also continue to operate in the normal course.
In the petition signed by Kimberly A. Weimer, vice president and
CFO, the Debtors estimated $100 million to $500 million in assets
and liabilities.
The Hon. Kevin Gross presides over the case.
Michael R. Nestor, Esq., and Kara Hammond Coyle, Esq., at Young
Conaway Stargatt & Taylor, LLP; and George A. Davis, Esq., Caroline
A. Reckler, Esq., Matthew L. Warren, Esq., and Jason B. Gott, Esq.,
at Latham & Watkins LLP, serve as counsel to the Debtors. Evercore
Group, L.L.C. serves as the Debtors' financial advisor; and Alvarez
& Marsal North America, LLC, as the Debtors' restructuring advisor.
Kurtzman Carson Consultants LLC serves as the Debtors' claims and
noticing agent.
ESBY CORP: July 18 Disclosure Statement Hearing
-----------------------------------------------
According to a notice, a hearing will be held before the U.S.
Bankruptcy Court for the Middle District of North Carolina on July
18, 2018 at 2:00 p.m. to consider and to rule on the adequacy of
the information contained in Esby Corporation's proposed amended
disclosure statement to accompany its amended plan dated May 21,
2018.
Objections to the amended disclosure statement must be in writing
and served on or before June 28, 2018.
The amended plan proposes to pay creditors from the cash flow
derived from future rental income. In addition, the plan proposes
to pay the claim of secured creditors from the sale of certain real
property located in Salisbury, Rowan County, North Carolina.
Class 3 under the plan is the secured claim of Wells Fargo which
totals $90,904.60. The debtor proposes to make monthly principal
and interest payments to Wells Fargo in the monthly sum of $850 per
month, with interest accruing at the rate of 6% per annum. The
previous version of the plan proposed to pay Wells Fargo $767
monthly plus 6% interest with a 15-year amortization.
A copy of the Amended Disclosure Statement is available at:
http://bankrupt.com/misc/ncmb17-50228-110.pdf
A copy of the Amended Plan is available at:
http://bankrupt.com/misc/ncmb17-50228-109.pdf
About Esby Corporation
Esby Corporation sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D.N.C. Case No. 17-50228) on March 2,
2017. At the time of the filing, the Debtor estimated assets and
liabilities of less than $1 million. Brian P. Hayes, Esq., at the
law firm Ferguson, Hayes, Hawkins & DeMay, PLLC, serves as the
Debtor's bankruptcy counsel.
ESCALERA RESOURCES: 31 Group Buying Madden Assets for $20K
----------------------------------------------------------
Escalera Resources Co. asks the U.S. Bankruptcy Court for the
District of Colorado to authorize the private sale and assignment
of its small working interests in the oil and gas wells and leases
located in Fremont County, Wyoming described as the "Madden Assets"
to 31 Group, LLC for $20,000.
The Madden Assets are not included in the sale of the Debtor's coal
bed methane ("CBM") Atlantic Rim assets. They're described in
Exhibits A through A-1 of the Assignment and Bill of Sale, and
consist of the Debtor's interests in and to the following: (a) the
oil and gas Leases2, and other interests situated on the
Properties; (b) the Wells, along with the associated equipment,
materials and other personal property located on the Properties;
and (c) all lease, land and well files; production records; gas and
oil sales contract files; gas processing files; division order
files; abstracts; title opinions; land surveys; logs; maps;
engineering data and reports; and other books, records, data, files
and accounting records, in each case to the extent related
primarily to the Madden Assets. These assets do not make up a
material portion of the assets, business or operations of the
Debtor.
In late 2016, the Debtor engaged, and as approved by Court order,
retained Seaport Global Securities, LLC, an experienced investment
banking and financial firm, to market and sell substantially all of
its assets via a stalking horse bidder and auction. These assets
are primarily CBM assets located in a portion of Wyoming referred
to as the Atlantic Rim. However, it also owns interests in other
wells and properties outside the Atlantic Rim area, including the
Madden Assets, which were also included in the initial marketing
process.
The winter of 2016-17, Seaport Global conducted an exhaustive
marketing process. During this process, several things became
apparent. First, Warren Resources, Inc., which the Debtor
considered the most likely buyer of its properties, would not be a
bidder. Second, some prospective buyers indicated an interest in
acquiring Warren's interests in the Spyglass Hill Unit (also in the
Atlantic Rim), in effect as a condition to purchase of the Debtor's
properties. However, little to no interest was expressed in its
non-CBM assets.
Warren indicated an interest in selling its interest in the
Spyglass Hill Unit. Accordingly, the Debtor and Warren commenced
discussions through Seaport Global about a joint sale effort.
These discussions ultimately led to a Stipulation between Warren
and Debtor dated April 14, 2017, which the Court approved by Order
dated June 1, 2017. Among other things, the parties agreed to
jointly market their Atlantic Rim properties.
The Debtor's non-CBM assets were not included in the joint sale
process. The Debtor and Seaport Global split these assets in
several different packages, with the Madden Assets being part of a
larger package, and in July 2017 Seaport Global listed all of these
packages for sale on the Petroleum Listing Service.
As a result of the PLS listing, on Feb. 15, 2018, the Debtor
received an offer from 31 Group, a private oil and gas company
located in Rockwall, Texas, to purchase the Madden Assets for
$20,000. No other offers were received. Due to the small number
of assets being purchased, and the correspondingly small purchase
price, the Debtor and 31 Group decided not to enter into a formal
purchase and sale agreement but rather document the transaction by
the execution of an Assignment and Bill of Sale, subject to Court
approval.
The material terms of the Assignment and the proposed Sale
Order”) are:
(a) Purchase Price: $20,000
(b) Closing: The closing will take place upon entry of the
Sale Order and delivery of the Purchase Price.
(c) Sale Free and Clear of Liens: The Madden Assets are being
sold "as is, where is" without warranty of any kind, and free and
clear of all liens, claims and encumbrances.
(d) Private Sale: The Assignment does not contemplate an
auction.
(e) Use of Proceeds: The Debtor may pay at Closing any past
due Postpetition Taxes which are accrued and payable, since they
are administrative expenses which are to be paid in the ordinary
course of business.
(f) Relief from Bankruptcy Rule 6004(h) and 6006(d): As
requested in the Motion, the proposed Sale Order contains a
provision that such order will become effective immediately upon
entry pursuant to Bankruptcy Rules 6004(h) and 6006(d), rather than
being stayed until the entry of 14 days after the entry of the Sale
Order.
A copy of the Assignment attached to the Motion is available for
free at:
http://bankrupt.com/misc/Escalera_Resources_623_Sales.pdf
The Madden Assets are being sold subject to these Permitted
Encumbrances in the Assignment: (a) All the terms and conditions of
Leases; (b) Overriding royalties, payments out of production, net
profits, obligations, unpaid joint interest billings; (c) Liens;
(d) Environmental problems, if any; and (e) Other burdens or
encumbrances.
These parties may have an Interest in the Madden Assets:
(a) Societe Generale, as Administrative Agent for the senior
secured lenders: The Debtor is a party to a Credit Agreement dated
as of Aug. 29, 2014, with certain senior secured lenders, including
Societe Generale. As of the Petition Date, the Debtor was indebted
to such lenders for not less than: (i) $36,886,300 in aggregate
principal amount; (ii) accrued and unpaid interest and fees of
$389,641; and (iii) additional amounts claimed as owed under the
credit facility. As of the Petition Date, the Credit Facility was
collateralized by substantially all of the Debtor's oil and gas
producing properties and substantially all other assets.
(b) Fremont County, Wyoming Treasurer.
On Dec. 2, 2015, the Court entered its Final Cash Collateral Order.
Societe Generale, as the Administrative Agent for the senior
secured lenders, has consented to the sale. The Fremont County,
Wyoming Treasurer claims it is owed prepetition unsecured taxes of
$1,609 for industrial personal property taxes due. The Fremont
County, Wyoming Treasurer may also be owed postpetiton taxes. The
Debtor has not yet received a current statement as to the amount,
but Debtor believes it will be a small amount. It is unaware of
any other Interests encumbering the Madden Assets. It is unaware
of any holder of a Preferential Purchase Right that applies to the
sale.
The Debtor believes that a private sale of the Madden Assets will
yield the best price. The PLS is the largest single database of
oil and gas properties for sale with global reach and with the
largest buyer network in the world. The negotiated purchase price
of $20,000 for the Madden Assets is well within the market rate for
a collection primarily of small working interests. It further
believes that if the Madden Assets went to an auction, they would
sell for less since the interests are so small.
The Debtor, its senior secured lenders and Seaport Global are
satisfied that all possible reasonable efforts have been made to
maximize the value of all of their assets, and that the scheme of
splitting the non-CBM assets into separate packages for sale on the
PLS represents an good method of obtaining the best price possible
for such assets under the circumstances. Based upon the foregoing,
the potential sale of the Debtor's Madden Assets is in the best
interests of Debtor, its estate, and its creditors, and is based
upon sound, reasoned and informed business judgment warranting the
Court's approval.
The Debtor asks that the order approving the Motion becomes
effective immediately upon entry pursuant to Bankruptcy Rules
6004(h).
The Purchaser:
Ken Goggans, President
31 GROUP, LLC
3021 Ridge Road, Suite 156
Rockwall, TX 75032
About Escalera Resources
Headquartered in Denver, Colorado, Escalera Resources Co.
(OTCMKTS:ESCRQ) is an independent energy company engaged in the
exploration, development, production and sale of natural gas and
crude oil, primarily in the Rocky Mountain basins of the western
United States. Escalera was incorporated in Wyoming in 1972 and
reincorporated in Maryland in 2001. As of October 2015, the
Company had 22 employees, none of whom are subject to a collective
bargaining agreement.
Escalera Resources filed for Chapter 11 bankruptcy protection
(Bankr. D. Colo. Case No. 15-22395) on Nov. 5, 2015. In the
petition signed by CFO Adam Fenster, Escalera disclosed total
assets of $97.7 million and total liabilities of $67.7 million as
of June 30, 2015.
Judge Thomas B. McNamara is assigned to the case.
The Debtor hired Onsager Guyerson Fletcher Johnson as bankruptcy
counsel; Hein & Associates, LLP, as accountants; Lindquist & Vennum
LLP, as special counsel in connection with the Humphrey litigation;
Jones & Keller, P.C., as special counsel for general corporate and
securities matters; Williams, Porter, Day & Neville, P.C., as
special counsel in the pursuit of a tax refund from the State of
Wyoming; and Seaport Global Securities LLC as investment banker.
On Nov. 13, 2015, the U.S. Trustee appointed an Official Unsecured
Creditors Committee.
The Creditors Committee filed a motion to appoint a chapter 11
trustee on Oct. 16, 2016. The Debtor filed a response, and the
parties informally agreed to put the matter on hold while Debtor
obtained and hired financial advisors to conduct a sale process and
file a new Plan.
EVAN JOHNSON: Exclusive Plan Filing Deadline Extended for 60 Days
-----------------------------------------------------------------
The Hon. Judge Edward Ellington of the U.S. Bankruptcy Court for
the Southern District of Mississippi, at the behest Evan Johnson &
Sons Construction, Inc., allowed the Debtor to file its Disclosure
Statement and Plan of Reorganization within 60 days from May 30,
2018.
The Troubled Company Reporter has previously reported that the
Debtor sought for 60-day extension of the exclusivity periods to
file and solicit acceptances for a plan of reorganization due to
settlement talks for two of its projects. The Debtor, mainly
through its special counsel, William Blair, has continued to engage
in extensive negotiations and settlements with various creditors in
connection with the Debtor's projects at Mississippi State
University and Thibodaux Regional Medical Center. The Debtor has
filed a number of motions to approve those settlements and those
motions have been granted.
Additionally, the Debtor said that it has been successful in
obtaining the funds due it from the Mississippi State University
project and those are being held by counsel in a special escrow
savings account.
The Debtor told the Court that there are still a few "open" issues
with respect to claims of various creditors and with respect to the
final "wrap up" of settlements and payment of claims in connection
with the two projects that were pending as of the Petition Date.
The Debtor is optimistic that all of those matters will be settled
in the relatively near future, but it sees no benefit in filing a
Disclosure Statement and Plan of Reorganization at the current time
that will only have to be amended once those settlements have
occurred.
About Evan Johnson & Sons
Evan Johnson & Sons Construction, Inc., based in Pearl, Miss.,
filed a Chapter 11 petition (Bankr. S.D. Miss. Case No. 17-02192)
on June 15, 2017. In the petition signed by Melanie Johnson, its
president, the Debtor estimated $1 million to $10 million in both
assets and liabilities. The Hon. Edward Ellington presides over
the case. Craig M. Geno, Esq., at The Law Offices of Craig M.
Geno, PLLC, serves as bankruptcy counsel to the Debtor.
FIRST NBC: Hearing on Disclosure Statements Continued to Aug. 3
---------------------------------------------------------------
Judge Elizabeth W. Magner issued an order granting the joint ex
parte motion to continue hearing on First NBC Bank Holding Company
and the Official Committee of Unsecured Creditors' disclosure
statements to August 3, 2018 at 9:00 a.m.
The deadline for filing pleadings responsive to any Disclosure
Statement is reset to seven days prior to the continued hearing
date.
About First NBC Bank Holding
First NBC Bank Holding Company -- http://www.firstnbcbank.com/--
is a bank holding company, headquartered in New Orleans, Louisiana,
which offers a broad range of financial services through its
wholly-owned banking subsidiary, First NBC Bank, a Louisiana state
non-member bank.
First NBC Bank's primary market is the New Orleans metropolitan
area and the Florida panhandle. It serves its customers from its
main office located in the Central Business District of New
Orleans, 38 full service branch offices located throughout its
market and a loan production office in Gulfport, Mississippi.
First NBC Bank sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. E.D. La. Case No. 17-11213) on May 11, 2017. The
petition was signed by Lawrence Blake Jones, chief restructuring
officer. The Debtor disclosed $6 million in assets and $65 million
in liabilities as of May 10, 2017.
The bankruptcy filing follows the appointment of the Federal
Deposit Insurance Corporation as receiver of First NBC Bank, the
Debtor's wholly owned subsidiary and principal asset, on April 28,
2017, for which the Debtor has previously announced that it does
not expect any recovery.
The case is assigned to Judge Elizabeth W. Magner.
Steffes, Vingiello & McKenzie, LLC, is the Debtor's bankruptcy
counsel. Phelps Dunbar, LLP serves as local counsel, and
PricewaterhouseCoopers LLP serves as accountant.
On May 18, 2017, the U.S. Trustee for Region 5 appointed an
official committee of unsecured creditors. Jeffrey D. Sternklar
LLC is the committee's legal counsel while Stewart Robbins & Brown,
LLC is its legal counsel.
* * *
The Creditors Committee has filed a motion seeking the appointment
of a Chapter 11 Trustee in the Debtor's case.
FIRST RIVER: Cozy Coastal Buying Robstown Property for $375K
------------------------------------------------------------
First River Energy, LLC, asks approval from the U.S. Bankruptcy
Court for the Western District of Texas to sell the real property
and improvements located at 1000 Harrell Drive, Robstown, Nueces
County, Texas to Cozy Coastal Properties, LLC for $375,000, subject
to higher and better offers.
Objections, if any, must be filed within 21 days from the date of
service of Notice.
The Debtor's pre-Petition lender, Deutsche Bank Trust Co. Americas,
as administrative agent under that certain Credit Agreement dated
July 23, 2015 (as amended, restated, or otherwise modified from
time to time), holds a lien on all of the assets of the Debtor,
including the Property. The Debtor also owes the Nueces County Tax
Collector ad valorem taxes related to the Property occurs.
The Debtor proposes to sell the Property to the Buyer in exchange
for $375,000 pursuant to the Commercial Contract. The Property
will be sold free and clear of all liens, claims, and encumbrances,
with the Taxes to be paid at closing.
The Taxes, realtors' commissions, and other closing costs will be
paid at closing. The Debtor will escrow the remainder of the
Purchase Price after payment of the Taxes and Closing Costs in a
segregated account.
The Debtor is the landlord under an unexpired nonresidential lease
of the Property with Acton Mobile, as tenant. The Contract
provides the Buyer will take an assignment of the Lease from the
Debtor, and the Debtor intends to file a separate motion to assume
the Lease and assign it to the Buyer. Acton Mobile is being
provided notice of the Motion.
Century 21 Hallmark, the Debtor's Court-approved real estate
broker, marketed the Property and received multiple bids from
interested buyers. The Buyer's offer was the highest and best
offer received.
The Debtor will entertain higher and better offers if received by
the ounsel for the Debtor prior to any hearing on the Motion. Any
such offer should be e-mailed to David Parham, Esq. at
david.parham@akerman.com and Katie Fackler, Esq. at
katherine.fackler@akerman.com.
The Debtor respectfully asks the Court to waive the provisions of
Federal Rule of Bankruptcy Procedure 6004(h) staying the
effectiveness of any Order granting the Motion, and provide that
any Order granting this Motion be effective immediately upon its
entry.
The Purchaser:
COZY COASTAL PROPERTIES, LLC
500 N Shoreline Bvd.
Corpus Christi, TX 78401-0399
The Creditor:
DEUTSCHE BANK AG NEW YORK BRANCH
Chris Chapman
60 Wall St.
MSNYC60-1630
New York, NY 10005
About First River Energy
Based in San Antonio, Texas, First River Energy, LLC --
http://www.firstriverenergy.com/-- provides "midstream"
transportation services to the oil industry across the
southwestern
United States and Great Plains.
First River Energy filed a Chapter 11 petition (Bankr. D. Del.
Case
No. 18-10080) on Jan. 12, 2018. In its petition signed by CEO
Deborah Kryak, the Debtor estimated total assets and debt between
$10 million and $50 million.
On Jan. 17, 2018, the case was transferred to the U.S. Bankruptcy
Court for the Western District of Texas, San Antonio Division, and
was assigned a new bankruptcy case number (Case No. 18-50085).
Judge Craig A. Gargotta presides over the case.
The Debtor hired Akerman LLP as its legal counsel; Chipman Brown
Cicero & Cole, LLP as co-counsel; Armory Strategic Partners, LLC as
financial advisor; Scott Avila of Armory Strategic as chief
restructuring officer; and Donlin, Recano & Company, Inc., as
claims and noticing agent.
No official committee of unsecured creditors has been appointed in
the case.
FOX PROPERTY: Plan Exclusivity Period Extended Through Aug. 17
--------------------------------------------------------------
The Hon. Robert Kwan of the U.S. Bankruptcy Court for the Central
District of California, at the behest of Fox Property Holdings,
LLC, has extended for 90 days the exclusivity period for the Debtor
to file and to obtain acceptance of a plan of reorganization
through Aug. 17, 2018 and Oct. 15, 2018, respectively.
The Troubled Company Reporter has previously reported that the
Debtor asked the Court to extend the exclusivity periods for
approximately 90. The Debtor said that, currently, the Debtor is
working with its special litigation counsel to continue prosecuting
the Unlawful Detainer Action against Dr. Harry Hwang and Mrs. Jung
H. Hwang to obtain possession of the Property located at 340, 392
and 398 West Fourth Street, and 399 North D Street (360-370 West
Court Street), in San Bernardino, California.
The Debtor learned that Dr. Harry Hwang and Mrs. Jung H. Hwang, a
married couple who had previously owned and operated a business
known as American Sports University at the Property, were
continuing to occupy and retain possession of the Property
(purportedly with the consent of the Lenders -- Dayco Funding
Corporation and Luxor Properties, Inc.), without the benefit of any
written lease agreement and without paying any rent, and were
permitting other individuals, including an alleged registered sex
offender, Donald Nickels, to illegally reside in the Property.
Beginning in June, 2017, the Debtor initiated a number of unlawful
detainer actions against the Hwangs in the Superior Court of the
State of California for the County of San Bernardino County,
Fontana District to recover possession of the Property from the
Hwangs. Shortly thereafter, on or about Dec. 14, 2017, the Hwangs
filed a complaint for forcible entry and detainer against the
Debtor and certain other named defendants in Superior Court,
thereby commencing the case bearing the number UDFS 1708839.
On Jan. 16, 2018 (one day before the Petition Date), the Debtor
commenced another unlawful detainer action against the Hwangs in
Superior Court (the UD Action) to recover possession of the
Property from the Hwangs.
In the meantime, the Debtor have been engaged in discussions with
potential tenants and investors so that, upon obtaining possession
of the Property, the Debtor may promptly re-lease space in the
Property to paying tenants, obtain financing and/or investments
from third parties as required to make any necessary improvements
to the Property, and ultimately operate the Property in a
profitable manner.
The Debtor also required additional time to determine the universe
of claims asserted against the Debtor and its estate (once the Bar
Date of May 25, 2018 passes), determine which of the claims
asserted against the Debtor are valid (and litigate such claims, to
the extent necessary), negotiate with the Lenders regarding the
potential restructuring of the Loan and/or obtain refinancing or
capital contributions to pay off the Loan or cure the Debtor's
defaults under the Loan.
About Fox Property Holdings
Fox Property Holdings, LLC, owns a commercial real property in San
Bernardino, California. The property consists of various buildings
utilized as a school and dormitory campus and is located on
approximately 4.66 acres of land. The company's headquarter is
located at 12803 Schabarum Avenue, Irwindale, California. Dr. Ji
Li is the managing member and 100% equity holder of the company.
Fox Property Holdings sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Cal. Case No. 18-10524) on Jan. 17,
2018. In the petition signed by Ji Li, managing member, the Debtor
estimated assets of $10 million to $50 million and liabilities of
$1 million to $10 million. Judge Robert N. Kwan presides over the
case.
The Debtor tapped Levene, Neale, Bender, Yoo & Brill LLP as its
legal counsel; and Park & Lim as special litigation counsel.
GERARD BOEH: Court Confirms Amended Plan of Reorganization
----------------------------------------------------------
Judge Gregory L. Taddonio of the U.S. Bankruptcy Court for the
Western District of Pennsylvania issued a modified order confirming
Gerard Boeh Flowers, Inc.'s amended plan of reorganization and
approving its amended disclosure statement dated April 3, 2018.
The Court finds that the amended plan of reorganization has been
proposed in good faith and not by any means forbidden by law.
Each class claims or interests has accepted the amended plan or the
amended plan does not discriminate unfairly and is equitable with
respect to each class of claims or interests that is impaired under
and has not accepted the amended plan.
Confirmation of the amended plan is in the best interest of
creditors and is not likely to be followed by liquidation, or the
need for further financial reorganization of the Debtor, or any
successors to the Debtor under the amended plan.
The Troubled Company Reporter previously reported that unsecured
creditors will receive 100% of their Allowed Claims in 12
semi-annual payments beginning on July 1, 2018 or 60 days after the
Effective Date, whichever is later.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/pawb17-22621-99.pdf
A full-text copy of the Amended Plan is available at:
http://bankrupt.com/misc/pawb17-22621-90.pdf
About Gerard Boeh Flowers
Gerard Boeh Flowers, Inc., sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. W.D. Pa. Case No. 17-22621) on June 27,
2017. Gerard E. Boeh, president, signed the petition. At the time
of the filing, the Debtor estimated assets of less than $50,000 and
liabilities of less than $500,000. Stanley A. Kirshenbaum, Esq.,
in Pittsburgh, Pennsylvania, serves as counsel to the Debtor.
GETTY IMAGES: Bank Debt Trades at 3.29% Off
-------------------------------------------
Participations in a syndicated loan under which Getty Images Inc.
is a borrower traded in the secondary market at 96.71
cents-on-the-dollar during the week ended Friday, May 25, 2018,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 1.22 percentage points from the
previous week. Getty Images pays 350 basis points above LIBOR to
borrow under the $1.9 billion facility. The bank loan matures on
October 3, 2019. Moody's rates the loan 'B3' and Standard & Poor's
gave a 'CCC' rating to the loan. The loan is one of the biggest
gainers and losers among 247 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday,
May 25.
GIBSON BRANDS: Committee Taps FTI Consulting as Financial Advisor
-----------------------------------------------------------------
The official committee of unsecured creditors of Gibson Brands,
Inc., seeks approval from the U.S. Bankruptcy Court for the
District of Delaware to hire FTI Consulting, Inc. as its financial
advisor.
The firm will assist the Committee in the preparation of analyses
required to assess any proposed financing; monitor cash flow;
review the business plans and other financial information prepared
by Gibson and its affiliates; monitor any potential sale process;
and provide other financial advisory services related to the
Debtors' Chapter 11 cases.
The firm will charge these hourly rates:
United States Per Hour (USD)
------------- --------------
Senior Managing Directors $875 - $1,075
Directors $650 - $855
Senior Directors $650 - $855
Managing Directors $650 - $855
Consultants $345 - $620
Senior Consultants $345 - $620
Administrative $140 - $270
Paraprofessionals $140 - $270
United Kingdom Per Hour (GBP)
-------------- --------------
Senior Managing Directors $590 - $945
Directors $450 - $790
Senior Directors $450 - $790
Managing Directors $450 - $790
Consultants $205 - $605
Senior Consultants $205 - $605
Samuel Star, senior managing director of FTI, disclosed in a court
filing that his firm neither holds nor represents any interest
adverse to the Debtors' estates.
FTI can be reached through:
Samuel E. Star
FTI Consulting, Inc.
Three Times Square, 9th Floor
New York, NY 10036
Tel: +1 212-247-1010
Fax: +1 212-841-9350
Email: samuel.star@fticonsulting.com
About Gibson Brands
Founded in 1894 and headquartered in Nashville, Tennessee, Gibson
Brands, Inc. -- http://www.gibson.com/-- and its subsidiaries
design and manufacture guitars and other fretted instruments.
Gibson's brands include the Les Paul, SG, Flying V, Explorer, J-45,
Hummingbird, and ES-335, among others.
Gibson Brands, Inc. and 11 affiliates filed separate Chapter 11
cases (Bankr. D. Del. Lead Case No. 18-11025) on May 1, 2018. In
its petition, Gibson Brands estimated $100 million to $500 million
in both assets and liabilities. The petition was signed by Henry
E. Juszkiewicz, chief executive officer.
The Hon. Christopher S. Sontchi presides over the cases.
The Debtors tapped Goodwin Procter LLP as their lead counsel;
Pepper Hamilton LLP as Delaware and conflicts counsel; Alvarez &
Marsal North America, LLC as restructuring advisor; Brian J. Fox,
managing director of Alvarez & Marsal North America LLC, as chief
restructuring officer; Jefferies LLC as investment banker; and
Prime Clerk LLC as claims and noticing agent.
Paul, Weiss, Rifkind, Wharton & Garrison LLP is providing legal
counsel, and PJT Partners is the financial advisor, to the ad hoc
group of unaffiliated noteholders that is supporting the Debtors'
restructuring.
The Office of the U.S. Trustee for Region 3 appointed an official
committee of unsecured creditors on May 9, 2018. The committee
tapped Lowenstein Sandler LLP as its legal counsel.
GIBSON BRANDS: Gets Final Court Approval for $135M DIP Financing
----------------------------------------------------------------
Gibson Brands Inc., on May 31, 2018, disclosed that the U.S.
Bankruptcy Court for the District of Delaware in Wilmington entered
a final order granting the company authority to access the full
amount of its $135 million in debtor-in-possession (DIP) financing
and use of cash collateral. The Court previously granted final
approvals for the Company's first day motions intended to support
the business, including continuing to pay employee wages and
benefits and to honor warranties and customer programs.
"This is the next milestone for Gibson in completing our
pre-negotiated Chapter 11. Our financing has the support of all of
our stakeholders. [Thurs]day's decision assures that it remains
business as usual at Gibson," said Henry Juszkiewicz, Chairman and
Chief Executive Officer of Gibson Brands. "Pursuant to the
Restructuring Support Agreement and the Plan Term Sheet, this plan
already has the critical support of our majority note holders. The
transaction embodied in the Restructuring Support Agreement will,
once approved, reduce our leverage, and allow us to quickly emerge
from this process with a stronger balance sheet to support the
Company's long-term success, benefiting our valued customers,
business partners, and employees in the years ahead."
About Gibson Brands
Founded in 1894 and headquartered in Nashville, Tennessee, Gibson
Brands, Inc. -- http://www.gibson.com/-- and its subsidiaries
design and manufacture guitars and other fretted instruments.
Gibson's brands include the Les Paul, SG, Flying V, Explorer, J-45,
Hummingbird, and ES-335, among others.
Gibson Brands, Inc. and 11 affiliates commenced Chapter 11 cases
(Bankr. D. Del. Lead Case No. 18-11025) on May 1, 2018. In its
petition, Gibson Brands estimated $100 million to $500 million in
both assets and liabilities. The petition was signed by Henry E.
Juszkiewicz, chief executive officer.
The Hon. Christopher S. Sontchi presides over the cases.
The Debtors tapped Goodwin Procter LLP as their lead counsel;
Pepper Hamilton LLP as Delaware and conflicts counsel; Alvarez &
Marsal North America, LLC as restructuring advisor; Brian J. Fox,
managing director of Alvarez & Marsal North America LLC, as chief
restructuring officer; Jefferies LLC as investment banker; and
Prime Clerk LLC as claims and noticing agent.
Paul, Weiss, Rifkind, Wharton & Garrison LLP is providing legal
counsel, and PJT Partners is the financial advisor, to the ad hoc
group of unaffiliated noteholders that is supporting the Debtors'
restructuring.
The Office of the U.S. Trustee for Region 3 appointed an official
committee of unsecured creditors on May 9, 2018. The Committee
tapped Lowenstein Sandler LLP as its legal counsel.
GIBSON BRANDS: Seeks to Hire A&M, Appoint CRO
---------------------------------------------
Gibson Brands, Inc., seeks approval from the U.S. Bankruptcy Court
for the District of Delaware to hire Alvarez & Marsal North
America, LLC, and designate the firm's managing director Brian Fox
as its chief restructuring officer.
Mr. Fox and his firm will assist the management team in developing
possible restructuring plans or strategic alternatives; participate
in discussions with potential investors, lenders and creditors;
assist in the preparation of financial-related disclosures; and
provide other services related to the Chapter 11 cases filed by
Gibson and its affiliates.
The firm will charge these hourly rates:
Restructuring Personnel:
Managing Directors $850 – $1,050
Directors $650 – $800
Analysts/Associates $400 – $625
Claims Management:
Managing Directors $750 – $875
Directors $575 – $725
Analysts/Consultants $375 – $550
In addition to the hourly compensation, A&M will be entitled to an
incentive fee in the amount of $500,000, payable upon the earlier
of (i) the consummation of a Chapter 11 plan of reorganization; and
(ii) the sale, transfer or disposition of all or a substantial
portion of the Debtors' assets or equity.
In the event that a plan of reorganization is not confirmed or a
sale of the Debtors or substantially all of the assets of the
company is not concluded within four months from the date of their
employment agreement, A&M will credit $100,000 of fees received for
each month after the fourth month against the incentive fee.
A&M is a "disinterested person" as defined in section 101(14) of
the Bankruptcy Code, according to court filings.
The firm can be reached through:
Brian J. Fox
Alvarez & Marsal North America, LLC
600 Madison Avenue, 8th Floor
New York, NY 10022
Tel: +1 212 759 4433
Fax: +1 212 759 5532
Email: bfox%40alvarezandmarsal.com
About Gibson Brands
Founded in 1894 and headquartered in Nashville, Tennessee, Gibson
Brands, Inc. -- http://www.gibson.com/-- and its subsidiaries
design and manufacture guitars and other fretted instruments.
Gibson's brands include the Les Paul, SG, Flying V, Explorer, J-45,
Hummingbird, and ES-335, among others.
Gibson Brands, Inc. and 11 affiliates filed separate Chapter 11
cases (Bankr. D. Del. Lead Case No. 18-11025) on May 1, 2018. In
its petition, Gibson Brands estimated $100 million to $500 million
in both assets and liabilities. The petition was signed by Henry
E. Juszkiewicz, chief executive officer.
The Hon. Christopher S. Sontchi presides over the cases.
The Debtors tapped Goodwin Procter LLP as their lead counsel;
Pepper Hamilton LLP as Delaware and conflicts counsel; Alvarez &
Marsal North America, LLC as restructuring advisor; Brian J. Fox,
managing director of Alvarez & Marsal North America LLC, as chief
restructuring officer; Jefferies LLC as investment banker; and
Prime Clerk LLC as claims and noticing agent.
Paul, Weiss, Rifkind, Wharton & Garrison LLP is providing legal
counsel, and PJT Partners is the financial advisor, to the ad hoc
group of unaffiliated noteholders that is supporting the Debtors'
restructuring.
The Office of the U.S. Trustee for Region 3 appointed an official
committee of unsecured creditors on May 9, 2018. The Committee
tapped Lowenstein Sandler LLP as its legal counsel.
GIBSON BRANDS: Taps Bates & Bates as Special IP Counsel
-------------------------------------------------------
Gibson Brands, Inc., has filed an application seeking approval from
the U.S. Bankruptcy Court for the District of Delaware to hire
Bates & Bates as special counsel.
The services to be provided by the firm include foreign and
domestic prosecution, and maintenance and enforcement of patents,
trademarks, copyrights and trade secrets of Gibson and its
affiliates.
In the same application, the Debtor also proposes to employ foreign
counsel to handle matters related to intellectual property. Bates
& Bates is responsible for managing foreign IP counsel for the
Debtors.
The firm will charge these hourly rates:
Andrea Bates Partner $285
John Bates Partner $285
Kate Cox Partner $285
Jason Cox Partner $285
Kurt Schuettinger Partner $285
Kevin Dawson Partner $285
Dan Beitey Partner $285
Laura Dienes Associate $265
Joanna Steed Paralegal $115
Chris Koerner Paralegal $110
Rachel Berkowitz Paralegal $110
Lori Butler Paralegal $110
Elizabeth Poland Paralegal $110
Jeff Giese Paralegal $110
Melissa Bates Paralegal $85
Foreign IP counsel is paid at an hourly rate, which is generally in
the range of $120 to $800 for attorneys and $50 to $250 for
paralegals.
Within the one-year period preceding the petition date, the total
fees earned and expenses incurred by Bates & Bates and the foreign
IP counsel was $2,132,920.65. During the same period, the Debtors
paid the firm and the foreign IP counsel a total of $2,132,920.65.
Andrea Bates, Esq., a partner at Bates & Bates, disclosed in a
court filing that her firm neither holds nor represents any
interest adverse to the Debtors' estates.
In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Ms.
Bates disclosed that her firm has not agreed to any variations
from, or alternatives to, its standard or customary billing
arrangements; and that no Bates & Bates professional has varied his
rate based on the geographic location of the cases.
Ms. Bates disclosed that the firm represented the Debtors in the 12
months prior to the petition date, and that at all times, the firm
charged the Debtors their prevailing rates, which have remained
unchanged for eight years. Bates & Bates has not varied its
prevailing rates post-petition, Ms. Bates further disclosed.
In connection with the debtor-in-possession budget, the Debtors and
their other professionals developed an initial top line budget, and
that they and the firm expect to develop periodic supplemental
budget and staffing plans to comply with the U.S. trustee's
requests for information and additional disclosures, according to
Ms. Bates.
The firm can be reached through:
Andrea E. Bates, Esq.
Bates & Bates
1890 Marietta Blvd. NW
Atlanta, GA 30318
Phone: 404.228.7439
Email: abates@bates-bates.com
About Gibson Brands
Founded in 1894 and headquartered in Nashville, Tennessee, Gibson
Brands, Inc. -- http://www.gibson.com/-- and its subsidiaries
design and manufacture guitars and other fretted instruments.
Gibson's brands include the Les Paul, SG, Flying V, Explorer, J-45,
Hummingbird, and ES-335, among others.
Gibson Brands, Inc. and 11 affiliates filed separate Chapter 11
cases (Bankr. D. Del. Lead Case No. 18-11025) on May 1, 2018. In
its petition, Gibson Brands estimated $100 million to $500 million
in both assets and liabilities. The petition was signed by Henry
E. Juszkiewicz, chief executive officer.
The Hon. Christopher S. Sontchi presides over the cases.
The Debtors tapped Goodwin Procter LLP as their lead counsel;
Pepper Hamilton LLP as Delaware and conflicts counsel; Alvarez &
Marsal North America, LLC as restructuring advisor; Brian J. Fox,
managing director of Alvarez & Marsal North America LLC, as chief
restructuring officer; Jefferies LLC as investment banker; and
Prime Clerk LLC as claims and noticing agent.
Paul, Weiss, Rifkind, Wharton & Garrison LLP is providing legal
counsel, and PJT Partners is the financial advisor, to the ad hoc
group of unaffiliated noteholders that is supporting the Debtors'
restructuring.
The Office of the U.S. Trustee for Region 3 appointed an official
committee of unsecured creditors on May 9, 2018. The committee
tapped Lowenstein Sandler LLP as its legal counsel.
GIBSON BRANDS: Taps Jefferies as Investment Banker
--------------------------------------------------
Gibson Brands, Inc., seeks approval from the U.S. Bankruptcy Court
for the District of Delaware to hire Jefferies LLC as its
investment banker.
The firm will assist the company and its affiliates in analyzing,
structuring, negotiating and effecting any restructuring or
modification of their outstanding debt; analyze any potential or
proposed sale, disposition, or other business transaction involving
all or a material portion of the Debtors' equity and assets; and
provide other services related to their Chapter 11 cases.
The firm will receive these fees:
(1) A monthly fee of $150,000 until the expiration or
termination of the employment agreement.
(2) A fee equal to $3.75 million promptly upon consummation of a
restructuring.
(3) A fee equal to the greater of (i) $3.75 million, and (ii)
1.15% of the aggregate sale consideration promptly upon the closing
of a sale transaction.
(4) Financing fees in accordance with this compensation
arrangement:
(i) Promptly upon the execution by the Debtors of a
definitive credit agreement with respect to any
debtor-in-possession or any debt instruments that are secured by
first-priority liens over any portion of the Debtors' or any other
person's assets, a fee equal to 1% of the maximum principal amount
available under such financing.
(ii) Promptly upon the execution by the Debtors of a
definitive credit agreement with respect to certain debt
instruments, a fee equal to 2.25% of the aggregate principal amount
of such debt instruments, plus the aggregate principal amount of
any commitments or undrawn amount under the applicable debt
instruments.
(iii) Promptly upon the closing of each financing involving
equity securities, a fee in an amount equal to 4% of the aggregate
gross proceeds received or to be received from the sale of equity
securities.
Jefferies is a "disinterested person" as defined in section 101(14)
of the Bankruptcy Code, according to court filings.
The firm can be reached through:
Jeffrey Finger
Jefferies LLC
520 Madison Avenue
New York, NY 10022
Phone: +1 212-284-2300
About Gibson Brands
Founded in 1894 and headquartered in Nashville, Tennessee, Gibson
Brands, Inc. -- http://www.gibson.com/-- and its subsidiaries
design and manufacture guitars and other fretted instruments.
Gibson's brands include the Les Paul, SG, Flying V, Explorer, J-45,
Hummingbird, and ES-335, among others.
Gibson Brands, Inc. and 11 affiliates commenced Chapter 11 cases
(Bankr. D. Del. Lead Case No. 18-11025) on May 1, 2018. In its
petition, Gibson Brands estimated $100 million to $500 million in
both assets and liabilities. The petition was signed by Henry E.
Juszkiewicz, chief executive officer.
The Hon. Christopher S. Sontchi presides over the cases.
The Debtors tapped Goodwin Procter LLP as their lead counsel;
Pepper Hamilton LLP as Delaware and conflicts counsel; Alvarez &
Marsal North America, LLC as restructuring advisor; Brian J. Fox,
managing director of Alvarez & Marsal North America LLC, as chief
restructuring officer; Jefferies LLC as investment banker; and
Prime Clerk LLC as claims and noticing agent.
Paul, Weiss, Rifkind, Wharton & Garrison LLP is providing legal
counsel, and PJT Partners is the financial advisor, to the ad hoc
group of unaffiliated noteholders that is supporting the Debtors'
restructuring.
The Office of the U.S. Trustee for Region 3 appointed an official
committee of unsecured creditors on May 9, 2018. The Committee
tapped Lowenstein Sandler LLP as its legal counsel.
GLOVER CORPORATION: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Glover Corporation, Inc.
dba Glover Printing, Inc.
dba Glover Printing Company
2401 Atlantic Avenue
Raleigh, NC 27604
Business Description: Glover Corporation, Inc. --
https://www.discoverglover.com --
is a full service commercial printing
company offering a wide range of media
products and services. The company also
offers prototyping and design and packaging
and fulfillment services.
Chapter 11 Petition Date: June 1, 2018
Case No.: 18-02770
Court: United States Bankruptcy Court
Eastern District of North Carolina
(Raleigh Division)
Judge: Hon. Joseph N. Callaway
Debtor's Counsel: John Paul H. Cournoyer, Esq.
NORTHERN BLUE, LLP
PO Box 2208
Chapel Hill, NC 27515-2208
Tel: 919 968-4441
Fax: 919 942-6603
E-mail: jpc@nbfirm.com
Debtor's
Chief
Restructuring
Officer: Marc Sullivan
EFM RESTRUCTURING ADVISORS
Total Assets: $2.83 million
Total Liabilities: $7.59 million
The petition was signed by Lou Goldberg, president.
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/nceb18-02770.pdf
GTO EQUIPMENT: Hires Dougherty & Guenther as Counsel
----------------------------------------------------
GTO Equipment, Inc., seeks authority from the U.S. Bankruptcy Court
for the Northern District of California to employ Dougherty &
Guenther, APC, as general bankruptcy counsel to the Debtor.
GTO Equipment requires Dougherty & Guenther to:
a. provide aid and assistance in the administration of this
case;
b. advise the Debtor concerning its rights and
responsibilities under the Bankruptcy Code as a debtor and
debtor-in-possession;
c. provide continued representation in all negotiations and
proceedings involving creditors and other parties in
interest in matters relating to, inter alia, the
administration of the bankruptcy estate and terms of the
Chapter 11 plan of organization;
d. assist in the formation of a disclosure statement regarding
its Chapter 11 Plan; and
e. represent Debtor in all other legal aspects of this Chapter
11 case in accordance with the powers and duties
established by the Bankruptcy Code.
Dougherty & Guenther will be paid at these hourly rates:
Attorneys $425
Paralegals $120
On May 11, 2018, the Debtor paid Dougherty & Guenther the amount of
$12,500 of which $1,717 was used to pay the filing fee for this
case. An additional $100 was used to pay for credit reports,
leaving a retainer balance of $10,683.
Dougherty & Guenther will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Ralph P. Guenther, a principal at Dougherty & Guenther, APC,
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.
Dougherty & Guenther can be reached at:
Ralph P. Guenther, Esq.
DOUGHERTY & GUENTHER, APC
601 S. Main Street
Salinas, CA 93901
Tel: (831) 649-5100
E-mail: rguenther@montereylaw.com
About GTO Equipment
GTO Equipment, Inc. is a privately held company based in Soledad,
California that provides truck driver services.
GTO Equipment, Inc., based in Soledad, CA, filed a Chapter 11
petition (Bankr. N.D. Cal. Case No. 18-51128) on May 16, 2018. In
the petition signed by Manuel R Lopez, president, the Debtor
estimated $1 million to $10 million in assets and liabilities. The
Hon. Elaine M. Hammond presides over the case. Ralph P. Guenther,
Esq., at Dougherty & Guenther, APC, serves as bankruptcy counsel.
HAGGEN HOLDINGS: D. Abbott Named Mediator for Mondelez Case
-----------------------------------------------------------
HH Liquidation, LLC's official committee of unsecured creditors and
Mondelez Global LLC signed a stipulation, which provides for the
appointment of Derek Abbott, Esq., at Morris, Nichols, Arsht &
Tunnell LLP as mediator in a case (Adv. Proc. No. 17-51158) filed
by the committee against the company.
Mondelez Global is represented by:
Michael Busenkell, Esq.
Gellert Scali Busenkell & Brown, LLC
1201 N. Orange Street, Suite 300
Wilmington, DE 19801
Telephone: (302) 425-5812
Facsimile: (302) 425-5814
Email: mbusenkell@gsbblaw.com
-- and --
Glenn C. Thompson, Esq.
Kenneth B. Dantinne, Esq.
Hamilton Stephens Steele & Martin, PLLC
525 N. Tryon Street, Suite 1400
Charlotte, NC 28204
Telephone: (704) 344-1117
Facsimile: (704) 344-1483
Email: gthompson@lawhssm.com
Email: kdantinne@lawhssm.com
About Haggen Holdings
Headquartered in Bellingham, Washington, Haggen was founded in 1933
as a single grocery store. From 1933 to 2014, Haggen grew into a
30 store family-run grocery chain, with stores located in the
northwestern United States. From 2011 to 2014, Haggen reduced its
store base to 18, including a stand-alone pharmacy location.
Haggen rapidly expanded in 2014 and 2015, and, as of the Petition
Date, Haggen owned and operated 164 stores through three operating
companies: Haggen, Inc., Haggen Opco North, LLC and Haggen Opco
South, LLC.
Haggen Holdings, LLC, and its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 15-11874 to
15-11879) on Sept. 8, 2015, with the intention of reorganizing, or
selling as a going concern, their stores for the benefit of their
creditors. The petitions were signed by Blake Barnett, the chief
financial officer. The Debtors estimated assets of $50 million to
$100 million and estimated liabilities of $10 million to $50
million.
Young, Conaway, Stargatt & Taylor, LLP, is serving as the Debtors'
local counsel. Stroock & Stroock & Lavan LLP serves as the
Debtors' general counsel. Alvarez & Marsal North America, LLC,
acts as the Debtors' financial advisor. Kurtzman Carson
Consultants LLC serves as the Debtors' claims and noticing agent.
T. Patrick Tinker, assistant U.S. Trustee for Region 3, appointed
seven creditors to the official committee of unsecured creditors.
Pachulski Stang Ziehl & Jones LLP serves as counsel to the
Committee. Giuliano, Miller & Company, LLC, serves as tax advisors
to the Committee.
* * *
Following the sale of core assets, Haggen Holdings LLC changed its
name to HH Liquidation, LLC.
HAGGEN HOLDINGS: I. Bifferato Named Mediator for Bon Suisse Case
----------------------------------------------------------------
HH Liquidation, LLC's official committee of unsecured creditors and
Bon Suisse, Inc., signed a stipulation, which provides for the
appointment of Ian Connor Bifferato, Esq., at The Bifferato Firm as
mediator in a case (Adv. Proc. No. 17-51050) filed by the committee
against the company.
Bon Suisse is represented by:
Christopher D. Loizides, Esq.
Loizides, P.A.
1225 King Street, Suite 800
Wilmington, DE 19801
Telephone: (302) 654-0248
Facsimile: (302) 654-0728
Email: loizides@loizides.com
-- and --
David Mannion, Esq.
Sean Lowe, Esq.
Blakeley LLP
18500 Von Karman Avenue, Suite 530
Irvine, CA 92612
Telephone: (949) 260-0611
Facsimile: (949) 260-0613
Email: dmannion@blakeleyllp.com
Email: slowe@blakeleyllp.com
About Haggen Holdings
Headquartered in Bellingham, Washington, Haggen was founded in 1933
as a single grocery store. From 1933 to 2014, Haggen grew into a
30 store family-run grocery chain, with stores located in the
northwestern United States. From 2011 to 2014, Haggen reduced its
store base to 18, including a stand-alone pharmacy location.
Haggen rapidly expanded in 2014 and 2015, and, as of the Petition
Date, Haggen owned and operated 164 stores through three operating
companies: Haggen, Inc., Haggen Opco North, LLC and Haggen Opco
South, LLC.
Haggen Holdings, LLC, and its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 15-11874 to
15-11879) on Sept. 8, 2015, with the intention of reorganizing, or
selling as a going concern, their stores for the benefit of their
creditors. The petitions were signed by Blake Barnett, the chief
financial officer. The Debtors estimated assets of $50 million to
$100 million and estimated liabilities of $10 million to $50
million.
Young, Conaway, Stargatt & Taylor, LLP, is serving as the Debtors'
local counsel. Stroock & Stroock & Lavan LLP serves as the
Debtors' general counsel. Alvarez & Marsal North America, LLC,
acts as the Debtors' financial advisor. Kurtzman Carson
Consultants LLC serves as the Debtors' claims and noticing agent.
T. Patrick Tinker, assistant U.S. Trustee for Region 3, appointed
seven creditors to the official committee of unsecured creditors.
Pachulski Stang Ziehl & Jones LLP serves as counsel to the
Committee. Giuliano, Miller & Company, LLC, serves as tax advisors
to the Committee.
* * *
Following the sale of core assets, Haggen Holdings LLC changed its
name to HH Liquidation, LLC.
HAGGEN HOLDINGS: I. Bifferato Named Mediator for Peggs Case
-----------------------------------------------------------
HH Liquidation, LLC's official committee of unsecured creditors and
The Peggs Company, Inc. signed a stipulation, which provides for
the appointment of Ian Connor Bifferato, Esq., at The Bifferato
Firm as mediator in a case (Adv. Proc. No. 17-51179) filed by the
committee against the company.
Peggs Company is represented by:
Christopher D. Loizides, Esq.
Loizides, P.A.
1225 King Street, Suite 800
Wilmington, DE 19801
Telephone: (302) 654-0248
Facsimile: (302) 654-0728
Email: loizides@loizides.com
-- and --
David Mannion, Esq.
Sean Lowe, Esq.
Blakeley LLP
18500 Von Karman Avenue, Suite 530
Irvine, CA 92612
Telephone: (949) 260-0611
Facsimile: (949) 260-0613
Email: dmannion@blakeleyllp.com
Email: slowe@blakeleyllp.com
About Haggen Holdings
Headquartered in Bellingham, Washington, Haggen was founded in 1933
as a single grocery store. From 1933 to 2014, Haggen grew into a
30 store family-run grocery chain, with stores located in the
northwestern United States. From 2011 to 2014, Haggen reduced its
store base to 18, including a stand-alone pharmacy location.
Haggen rapidly expanded in 2014 and 2015, and, as of the Petition
Date, Haggen owned and operated 164 stores through three operating
companies: Haggen, Inc., Haggen Opco North, LLC and Haggen Opco
South, LLC.
Haggen Holdings, LLC, and its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 15-11874 to
15-11879) on Sept. 8, 2015, with the intention of reorganizing, or
selling as a going concern, their stores for the benefit of their
creditors. The petitions were signed by Blake Barnett, the chief
financial officer. The Debtors estimated assets of $50 million to
$100 million and estimated liabilities of $10 million to $50
million.
Young, Conaway, Stargatt & Taylor, LLP, is serving as the Debtors'
local counsel. Stroock & Stroock & Lavan LLP serves as the
Debtors' general counsel. Alvarez & Marsal North America, LLC,
acts as the Debtors' financial advisor. Kurtzman Carson
Consultants LLC serves as the Debtors' claims and noticing agent.
T. Patrick Tinker, assistant U.S. Trustee for Region 3, appointed
seven creditors to the official committee of unsecured creditors.
Pachulski Stang Ziehl & Jones LLP serves as counsel to the
Committee. Giuliano, Miller & Company, LLC, serves as tax advisors
to the Committee.
* * *
Following the sale of core assets, Haggen Holdings LLC changed its
name to HH Liquidation, LLC.
HAGGEN HOLDINGS: I. Bifferato Named Mediator for Reser's Case
-------------------------------------------------------------
HH Liquidation, LLC's official committee of unsecured creditors and
Reser's Fine Foods, Inc. signed a stipulation, which provides for
the appointment of Ian Connor Bifferato, Esq., at The Bifferato
Firm as mediator in a case (Adv. Proc. No. 17-51174) filed by the
committee against the company.
Reser's Fine Foods is represented by:
Christopher D. Loizides, Esq.
Loizides, P.A.
1225 King Street, Suite 800
Wilmington, DE 19801
Telephone: (302) 654-0248
Facsimile: (302) 654-0728
Email: loizides@loizides.com
-- and --
David Mannion, Esq.
Sean Lowe, Esq.
Blakeley LLP
18500 Von Karman Avenue, Suite 530
Irvine, CA 92612
Telephone: (949) 260-0611
Facsimile: (949) 260-0613
Email: dmannion@blakeleyllp.com
Email: slowe@blakeleyllp.com
About Haggen Holdings
Headquartered in Bellingham, Washington, Haggen was founded in 1933
as a single grocery store. From 1933 to 2014, Haggen grew into a
30 store family-run grocery chain, with stores located in the
northwestern United States. From 2011 to 2014, Haggen reduced its
store base to 18, including a stand-alone pharmacy location.
Haggen rapidly expanded in 2014 and 2015, and, as of the Petition
Date, Haggen owned and operated 164 stores through three operating
companies: Haggen, Inc., Haggen Opco North, LLC and Haggen Opco
South, LLC.
Haggen Holdings, LLC, and its affiliates filed Chapter 11
bankruptcy petitions (Bankr. D. Del. Case Nos. 15-11874 to
15-11879) on Sept. 8, 2015, with the intention of reorganizing, or
selling as a going concern, their stores for the benefit of their
creditors. The petitions were signed by Blake Barnett, the chief
financial officer. The Debtors estimated assets of $50 million to
$100 million and estimated liabilities of $10 million to $50
million.
Young, Conaway, Stargatt & Taylor, LLP, is serving as the Debtors'
local counsel. Stroock & Stroock & Lavan LLP serves as the
Debtors' general counsel. Alvarez & Marsal North America, LLC,
acts as the Debtors' financial advisor. Kurtzman Carson
Consultants LLC serves as the Debtors' claims and noticing agent.
T. Patrick Tinker, assistant U.S. Trustee for Region 3, appointed
seven creditors to the official committee of unsecured creditors.
Pachulski Stang Ziehl & Jones LLP serves as counsel to the
Committee. Giuliano, Miller & Company, LLC, serves as tax advisors
to the Committee.
* * *
Following the sale of core assets, Haggen Holdings LLC changed its
name to HH Liquidation, LLC.
IF STUDIOS: Seeks to Hire Havens & Associates as Attorney
---------------------------------------------------------
IF Studios, Inc., seeks authority from the U.S. Bankruptcy Court
for the District of Maryland to employ Havens & Associates, LLC, as
attorney to the Debtor.
IF Studios requires Havens & Associates to:
a. provide the Debtor with legal advice related to its rights
and responsibilities as a Debtor-in-Possession;
b. provide the Debtor with legal advice in the operation and
management of its business as it relates to this
proceeding;
c. prepare and file any necessary motions, applications,
notices, answers, orders, complaints, reports and other
papers on behalf of the Debtor in this matter, any matters
instituted against the Debtor and/or any matters instituted
by the Debtor;
d. appear before the Bankruptcy Court and the Office of the
U.S. Trustee, as necessary;
e. represent the Debtor in defense of any proceedings
instituted against it, including, but not limited to,
action to reclaim property and motion for relief from stay;
f. assist the Debtor in the preparation and filing of
schedules, statement of financial affairs, and any
amendments thereto;
g. assist the Debtor in the preparation and filing of any
necessary disclosures and reports;
h. assist the Debtor with the preparation and filing of a plan
of reorganization and disclosure statement;
i. assisting the Debtor with all bankruptcy matters and
required work derived therefrom or in connection therewith;
and
j. perform additional and further legal services for the
Debtor as may be necessary.
Havens & Associates will be paid at these hourly rates:
Attorneys $195 to $295
Paralegals $110
Law Clerks $65
Havens & Associates will be paid a retainer in the amount of
$13,000.
Havens & Associates will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Keith R. Havens, a partner at Havens & Associates, 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.
Havens & Associates can be reached at:
Keith R. Havens, Esq.
2401 Research Boulevard, Suite 308
Rockville, MD 20850
Tel: (301) 947-3330
Fax: (301) 947-4497
E-mail: Keith.R.Havens@HavensLawFirm.com
About IF Studios
IF Studios, Inc. is a privately held company in Germantown,
Maryland engaged in the business of providing computer systems
design and related services.
IF Studios, Inc., based in Germantown, MD, filed a Chapter 11
petition (Bankr. D. Md. Case No. 18-15824) on April 30, 2018.
Keith R. Havens, Esq., at Havens & Associates, LLC, serves as
bankruptcy counsel. In the petition signed by Serrene Grant, chief
operating officer, the Debtor disclosed $45,543 in assets and $1
million in liabilities.
INDUSTRIAL STRENGTH: U.S. Trustee Unable to Appoint Committee
-------------------------------------------------------------
No official committee of unsecured creditors has been appointed in
the Chapter 11 case of Industrial Strength, Inc. as of June 1,
according to a court docket.
Industrial Strength is represented by:
Camille J. Iurillo, Esq.
Iurillo Law Group, P.A.
5628 Central Avenue
Saint Petersburg, FL 33707
Phone: 727-895-8050
Email: ciurillo@iurillolaw.com
About Industrial Strength Inc.
Industrial Strength, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-03704) on May 3,
2018. In the petition signed by Fredrick D. Hadden, president, the
Debtor disclosed that it had estimated assets of less than $500,000
and liabilities of less than $1 million. Iurillo Law Group, P.A.
is the Debtor's legal counsel.
ITRANSPORT & LOGISTICS: Has Final Approval on Cash Collateral Use
-----------------------------------------------------------------
The Hon. Ronert E. Nugent of the U.S. Bankruptcy Court for the
District of Kansas has entered a final order authorizing iTransport
& Logistics, Inc., to factor its invoices and to use cash
collateral derived from the Factoring Agreement in order to timely
pay the ordinary course expenses involved in operating its business
post-petition.
The Debtor is further authorized to sell accounts to RTS Financial
Services, Inc., in accordance with the Factoring Agreement and
other exhibits attached to the Motion, and the terms and conditions
described below:
(a) Subject to the terms of the Final Order, with respect to
(i) all of the obligations of the Debtor under the Factoring
Agreement, and (ii) the diminution, if any, in the value of the
Factor's interest in cash collateral by virtue of the Debtor's use
of cash collateral, the Factor is granted an allowed superpriority
administrative expense claim against the Debtor, having priority
over any and all administrative expense claims, adequate protection
claims and all other claims against the Debtor. The Super-Priority
Claims will be payable from and have recourse to all prepetition
and post-petition property of the Debtor and all proceeds thereof;
(b) As security for the Factoring Obligations, the Factor is
granted liens on all of the Collateral, subject and subordinate in
priority only to valid, perfected and unavoidable prepetition
liens.
(c) The Factor Liens and Super-Priority Claims and other
rights and remedies granted to the Factor under the Final Order
will continue in the Chapter 11 Case and in any subsequent case or
cases for the Debtor under any chapter of the Bankruptcy Code, and
such liens, security interests and claims will maintain their
priority as provided in the Final Order, until all the Factoring
Obligations have been paid in full in cash.
(d) The Debtor will pay, or Factor will be authorized to
automatically deduct from (i) any monies that would be paid to
Debtor for purchase an Account or (ii) any monies collected on a
purchased Account, all reasonable out-of-pocket fees and expenses
related to the Factoring Agreement, including but not limited to
reasonable attorneys' fees.
(e) The Debtor is authorized to and will allow Factor to
automatically deduct from (i) any monies that would be paid to
Debtor for purchase an Account or (ii) any monies collected on a
purchased Account, and to apply such deducted amounts to any claims
or obligations Debtor owes Factor, whether pre- or post-petition,
and Factor's right to do so is and will be nunc pro tunc to the
Petition Date.
(f) The Debtor is authorized to and will allow Factor to
automatically deduct from (i) any monies that would be paid to
Debtor for purchase an Account or (ii) any monies collected on a
purchased Account, and to apply such deducted amounts to any claims
or obligations Debtor owes Factor, whether pre- or post-petition,
and Factor’s right to do so is and will be nunc pro tunc to the
Petition Date.
A full-text copy of the Final Order is available at:
http://bankrupt.com/misc/ksb18-10505-45.pdf
About iTransport & Logistics
iTransport & Logistics, Inc., is a privately-held trucking company
running freight hauling business from Haysville, Kansas. It is a
small business debtor as defined in 11 U.S.C. Section 101(51D).
iTransport & Logistics sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Kan. Case No. 18-10505) on March 29,
2018. In the petition signed by Michael Owen, president, the
Debtor estimated assets of less than $1 million and liabilities of
less than $10 million. Judge Robert E. Nugent presides over the
case.
J3 GRADING AND HAULING: Hires David Ruff as Counsel
---------------------------------------------------
J3 Grading and Hauling, LLC, seeks authority from the U.S.
Bankruptcy Court for the Eastern District of Texas to employ the
Law Office of David Ruff, as counsel to the Debtor.
J3 Grading and Hauling requires David Ruff to represent the Debtor
and provide legal services in relation to the Chapter 11 bankruptcy
proceedings.
David Ruff will be paid at these hourly rates:
Attorneys $275
Paralegals $30 to $50
David Ruff will also be reimbursed for reasonable out-of-pocket
expenses incurred.
David Ruff, partner of the Law Office of David Ruff, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.
David Ruff can be reached at:
David Ruff, Esq.
1915 Mall Dr.
Texarkana, TX 75503
Tel: (903) 792-5313
Fax: (903) 792-5405
About J3 Grading and Hauling
J3 Grading & Hauling, L.L.C., filed a Chapter 11 bankruptcy
petition (Bankr. E.D. Tex. Case No. 18-50012) on Jan. 19, 2018,
disclosing under $1 million in both assets and liabilities. The
Debtor is represented by David Ruff, II, Esq.
J3 GRADING: Unsecured Creditors to Recoup 10% Over 50 Months
------------------------------------------------------------
J3 Grading and Hauling, LLC filed an application for conditional
approval of its small business disclosure statement, dated May 22,
2018, describing its plan of reorganization filed on May 17, 2018.
The Debtor is a limited liability company. Since October 2014, the
Debtor has been in the business of dirt excavation. The assets
consist of a Caterpillar excavator and bulldozer and a dump truck.
General unsecured creditors are classified in Class 5 and will
receive a distribution of 10% of their allowed claims to be
distributed on a quarterly basis over a 50 months period. Allowed
Unsecured Creditors will be paid their allowed unsecured claim on a
pro-rate basis from the Unsecured Creditors Pool.
The Debtor will remain in possession of all company assets and
continue to operate the business.
Distributions will come from net operating profits of the Debtor.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/txeb18-50012-16.pdf
J3 Grading & Hauling, L.L.C. filed for chapter 11 bankruptcy
protection (Bankr. E.D. Tex. Case No. 18-50012) on Jan. 19, 2018,
and is represented by David Ruff, II, Esq.
JC PENNEY: Bank Debt Trades at 6.00% Off
----------------------------------------
Participations in a syndicated loan under which JC Penney
Corporation is a borrower traded in the secondary market at 93.90
cents-on-the-dollar during the week ended Friday, May 25, 2018,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 2.45 percentage points from the
previous week. JC Penney pays 425 basis points above LIBOR to
borrow under the $1.688 billion facility. The bank loan matures on
June 23, 2023. Moody's rates the loan 'Ba3' and Standard & Poor's
gave a 'B+' rating to the loan. The loan is one of the biggest
gainers and losers among 247 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday,
May 25.
JET SERVICES INC: Court OK's Plan Outline; July 17 Plan Hearing
---------------------------------------------------------------
Judge Henry A. Callaway of the U.S. Bankruptcy Court for the
Southern District of Alabama approved Jet Services, Inc.'s
disclosure statement referring to a chapter 11 plan of
reorganization dated April 2, 2018.
July 10, 2018 is fixed as the last day for filing written
objections to the Plan and the last day for filing ballots
accepting or rejecting the Plan.
July 17, 2018, at 8:30 a.m. is the date fixed for the hearing on
the confirmation of the Plan.
The total amount of unsecured claims listed in Debtor's plan is
$1,349,235.61. The Debtor proposes to pay a total of $1,400.00 per
month pro rata to all unsecured creditors for a period of 60
months.
The Debtor owns and operates a charter flight service Mobile,
Alabama. The Debtor operates out of Mobile Regional Airport which
it currently leases. It maintains several leased aircraft it
utilizes to cater to its customers. The customers of the Debtor may
maintain a deposit with the Debtor against which the Debtor may
invoice and draw against for accrued hours of flight or they may
pay per trip. The Debtor's clients range from large business
clients to individuals. The Debtor currently employs 7 pilots and 7
other various employees. The Debtor's business continues to
function and operate well even during the Chapter 11
reorganization.
A full-text copy of the Amended Disclosure Statement is available
at:
http://bankrupt.com/misc/alb17-01296-178.pdf
About Jet Services Inc.
Jet Services, Inc. is a licensed aircraft charter operator. It
offers jet charter in the United States, Canada, Mexico, Central
America, and the Bahamas as well as other Caribbean destinations.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D. Ala. Case No. 17-01296) on April 7, 2017. The
petition was signed by Robert A. Marks, executive vice-president.
The case is assigned to Judge Henry A. Callaway.
At the time of the filing, the Debtor estimated assets of less than
$50,000 and liabilities of $1 million to $10 million.
Robert M. Galloway, Esq., at Galloway, Wettermark, Everest &
Rutens, LLP, represents the Debtor.
KEAST ENTERPRISES: Hires McGrath North as Special Counsel
---------------------------------------------------------
Keast Enterprises, Inc., seeks authority from the U.S. Bankruptcy
Court for the Southern District of Iowa to employ McGrath North
Mullin & Kratz, PC LLO, as special counsel to the Debtor.
Cyclone Cattle requires McGrath North to:
(a) advise and assist the Debtor with respect to compliance
with legal collection requirements;
(b) advise the Debtor regarding matters of Collection Law,
including the rights and remedies of the Debtor;
(c) represent the Debtor in any proceedings or hearings in any
action in any other court where the Debtor's collection
rights may be litigated or affected;
(d) conduct examinations of witnesses, claimants, or adverse
parties in any proceedings or hearings in any action in
any other court where the Debtor's collection rights may
be litigated or affected; and to prepare and assist in
the preparation of reports of same required in this
Chapter 11 case;
(e) advise the Debtor concerning the requirements of
collection law as the same affect the Debtor in this
proceeding;
(f) make any court appearances on behalf of the Debtor related
to any collection matters; and
(h) take such other action and perform such other services as
the Debtor may require of the firm in connection with
collection of its indebtednesses in relation to the
Chapter 11 case.
McGrath North will be paid at the hourly rate of $310.
McGrath North will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Lauren Goodman, partner of McGrath North Mullin & Kratz, PC LLO,
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.
McGrath North can be reached at:
Lauren Goodman, Esq.
MCGRATH NORTH MULLIN & KRATZ, PC LLO
First National Tower, Suite 3700
1601 Dodge Street
Omaha, NE 68102
Tel: (402) 341-3070
E-mail: LGoodman@mcgrathnorth.com
About Keast Enterprises
Keast Enterprises Inc. is an Iowa corporation engaged in farming
operations including corn and soybeans farming.
Keast Enterprises Inc. filed a Chapter 11 petition (Bankr. S.D.
Iowa Case No. 18-00856) on April 17, 2018. At the time of filing,
the Debtor estimated $1,000,001 to $10 million in assets and
liabilities. Jeffrey D. Goetz, Esq., at Bradshaw Fowler Proctor &
Fairgrave P.C., is the Debtor's counsel. McGrath North Mullin &
Kratz, PC LLO, is the special counsel. JT Korkow, d/b/a Northwest
Financial Consulting, is its financial advisor.
The U.S. Trustee for Region 12 appointed an official committee of
unsecured creditors on May 11, 2018.
KIKO USA: Has Until Aug. 9 to Exclusively File Plan
---------------------------------------------------
The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware has extended, at the behest of Kiko USA, Inc.,
the Debtor's exclusive periods during which only the Debtor can
file a Chapter 11 plan and solicit acceptances of that plan through
and including Aug. 9, 2018, and through and including Oct. 8, 2018,
respectively.
The Debtor is continuing to work in good faith, but requires
additional time to obtain approval of the Disclosure Statement and
related solicitation procedures, and to solicit and seek
confirmation of the Plan. The Debtor believes that the extension
of the Exclusive Periods should provide it with sufficient time to
complete the remaining steps of the Plan process.
A copy of the court order is available at:
http://bankrupt.com/misc/deb18-10069-302.pdf
About KIKO USA
KIKO USA, Inc., is a retailer of cosmetics and a wholly-owned
subsidiary of Italy's KIKO S.p.A. KIKO S.p.A. was founded in 1997
by Stefano Percassi, and it is controlled, through Odissea S.r.L.,
by Antonio Percassi, an Italian entrepreneur who has founded
family-owned companies based in Bergamo, Italy. KIKO USA's
products are also available in the United States via online sales
via the Web site http://www.kikocosmetics.com/and, more recently,
on Amazon.com utilizing the Fulfillment by Amazon program (Amazon
Prime). KIKO USA has 29 retail stores in the U.S.A. located in 26
shopping malls and three street locations.
KIKO USA sought Chapter 11 protection (Bankr. D. Del. Case No.
18-10069) on Jan. 11, 2018, with plans to close 24 of 29 stores.
The Debtor estimated assets and liabilities of $1 million to $10
million.
The Hon. Mary F. Walrath is the case judge.
The Debtor tapped Perkins Coie LLP as general bankruptcy counsel;
Saul Ewing Arnstein & Lehr LLP as local bankruptcy counsel; and
Mark Samson as chief restructuring officer.
KINGDOM MEDICINE: PNC Prohibits Continued Use of Cash Collateral
----------------------------------------------------------------
PNC, National Association, requests the U.S. Bankruptcy Court for
the District of Maryland to prohibit Kingdom Medicine, P.A.,
Leonard Allison Richardson and Diane Joanne Richardson from using
cash collateral.
Upon commencement of the case, the Debtor has been authorized to
use cash collateral pursuant to several Stipulation and Consent
Orders entered by the Court. On Dec. 20, 2017, the Court entered
the Sixth Interim Stipulation and Consent Order Authorizing Cash
Collateral.
In the Cash Collateral Orders, PNC was provided with the following
adequate protection for the use of cash collateral:
A. A perfected replacement lien and security interest in the
Debtor's assets (except avoidance actions) of the Debtor and the
proceeds thereof;
B. Monthly payments of $3,643; and
C. To the extent the adequate protection proves insufficient
to protect PNC's interest in and to Cash Collateral, PNC was
provided a super-priority administrative expense claim pursuant to
11 U.S.C. section 507(b), senior to any and all claims against the
Debtor under 11 U.S.C. section 507(a), limited to the amount of
cash collateral actually used.
In addition to other requirements, the Debtor agreed to remain
current in filing its monthly operating reports and upon PNC's
reasonable request, the Debtor would provide additional detailed
information pertaining to items contained in the reports. PNC also
was granted rights to inspect the Debtor's books and records.
Pursuant to the first three Cash Collateral Orders, the Debtor,
creditors and parties-in-interest had 90 days from the entry of the
First Interim Order to challenge or dispute the existence, extent,
validity and perfection of the security interests and liens of PNC.
Sept. 28, 2017, was the last day to dispute PNC's security
interests and liens but no one contested PNC's liens.
The Sixth Interim Order expired by its terms on Jan. 31, 2018. The
Debtor was in default of the cash collateral order for reasons
including inter alia the failure of the Debtor to make the Jan. 25,
2018 monthly payment. Under the terms of the Cash Collateral
Orders, in the event of a default, the Debtor agreed that PNC was
entitled to an expedited hearing within 10 days of the filing of
the motion to prohibit use of cash collateral.
In any event, upon the expiration of the Sixth Interim Order on
Jan. 31, 2018, the Debtor was not authorized to use cash
collateral. The Debtor and PNC do not have a cash collateral
agreement. PNC has advised the Debtor that it does not consent to
the Debtor's use of cash collateral. However, the Debtor continues
to use cash collateral in violation of the Bankruptcy Code.
PNC notes that the last monthly operating report filed by the
Debtor was on Nov. 19, 2017, covering the October 2017 time-period.
On that date, monthly operating reports for the months of June
2017 through October 2017 were filed. No other monthly operating
reports have been filed in this case.
On Feb. 15, 2018, the Debtor filed a proposed Joint Disclosure
Statement and the proposed Joint Plan of Reorganization of Kingdom
Medicine, P.A., Leonard A. Richardson and Diane Richardson. But
the Disclosure Statement contains no exhibits demonstrating the
Debtor's performance in Chapter 11 nor projections for future
performance.
PNC asserts that the Debtor has been in bankruptcy for in excess of
ten months and has been afforded the benefit of the automatic stay.
However, it appears the Debtor's financial condition continues to
deteriorate. Based on the lack of financial information and
deteriorating financial condition of the Debtor, its prospects of
being able to confirm a plan are unlikely.
Accordingly, to the extent the Debtor is authorized to use cash
collateral, the use should be conditioned upon granting adequate
protection to PNC which must, at a minimum, include the following:
(a) Adherence by the Debtor to an operating budget acceptable
to the Bank;
(b) Adequate protection payments;
(c) Replacement liens in all assets of the Debtor which liens
shall be first and prior liens;
(d) Immediate redress in the event of a default by the Debtor
under its obligations upon which use of Cash Collateral is
conditioned; and
(e) Provide the Bank with a super-priority administrative
claim to the extent the Bank suffers a failure of adequate
protection; and
(f) Reporting requirements.
About Kingdom Medicine
Kingdom Medicine, P.A., is in the business of owning and operating
an adult and pediatric medical practice with offices located in
Pikesville, Germantown and Rockville, Maryland.
Kingdom Medicine filed for Chapter 11 bankruptcy protection (Bankr.
D. Md. Case No. 17-18482) on June 21, 2017, estimating its assets
at up to $50,000 and its liabilities at between $1 million and $10
million.
Judge Michelle M. Harner is the case judge.
James C. Olson, Esq., at James C. Olson, Attorney and Counselor at
Law, serves as the Debtor's bankruptcy counsel.
L.S. RESTAURANT: Seeks to Hire Maxwell Dunn as Counsel
------------------------------------------------------
L.S. Restaurant seeks authority from the U.S. Bankruptcy Court for
the Eastern District of Michigan to employ Maxwell Dunn, PLC, as
counsel to the Debtor.
L.S. Restaurant requires Maxwell Dunn to:
a. prepare schedules and statements and any amendments;
b. prepare of client for duties while in a Chapter 11
bankruptcy;
c. attend at all hearings and meetings where Debtor is
required to appear;
d. assist to client in setting up structure of plan payments,
projections on income and expenses for plan;
e. assist in identifying what assets, if any, are to be sold
during bankruptcy;
f. manage the receipt, review, and filing of Monthly Operating
Reports and any other documents, reports, or filings that
Debtor is required to submit;
g. prepare of application for compensation of Maxwell Dunn;
h. prepare pleadings related to sale applications or valuation
motions, if any, applications for compensation for other
professionals who are to be employed during the bankruptcy;
i. prepare of the Combined Plan and Disclosure Statement and
ballots and service upon creditors; and
j. file and represent during any adversary proceedings that
may arise.
Maxwell Dunn will be paid at these hourly rates:
Brenda J. Maxwell, Attorney $350
Ethan D. Dunn, Attorney $300
Joshua Castmore, Attorney $250
Tierney Eaton-Hoffman, Attorney $200
Anthony Smith, Paralegal $105
Amie Lovins, Paralegal $95
Hend Alhakam. Legal Assistant $95
Maxwell Dunn will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Ethan D. Dunn, partner of Maxwell Dunn, PLC, 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.
Maxwell Dunn can be reached at:
Ethan D. Dunn, Esq.
MAXWELL DUNN, PLC
24725 W. 12 Mile Rd., Ste. 306
Southfield, MI 48034
Tel: (248) 246-1166
E-mail: edunn@maxwelldunnlaw.com
About L.S. Restaurant
L.S. Restaurant, LLC is a privately held company in Detroit,
Michigan that operates in the restaurants industry.
L.S. Restaurant, LLC, based in Detroit, MI, filed a Chapter 11
petition (Bankr. E.D. Mich. Case No. 18-45901) on April 23, 2018.
The Hon. Maria L. Oxholm presides over the case. Ethan D. Dunn,
Esq., at Maxwell Dunn, PLC, serves as bankruptcy counsel. In the
petition signed by Leroy Shepherd, managing member, the Debtor
estimated $0 to $50,000 in assets and $1 million to $10 million in
liabilities.
LIGHTSQUARED INC: Bank Debt Trades at 19.25% Off
------------------------------------------------
Participations in a syndicated loan under which LightSquared Inc.
is a borrower traded in the secondary market at 80.75
cents-on-the-dollar during the week ended Friday, May 25, 2018,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 0.94 percentage points from the
previous week. LightSquared Inc. pays 875 basis points above LIBOR
to borrow under the $1.5 billion facility. The bank loan matures on
June 16, 2020. Moody's and Standard & Poor's gave no rating to the
loan. The loan is one of the biggest gainers and losers among 247
widely quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday, May 25.
LNB-015-13 LLC: Given Until July 14 to File an Amended Plan
-----------------------------------------------------------
The Hon. Robert A. Mark of the U.S. Bankruptcy Court for the
Southern District of Florida, at the behest of LNB-015-13 LLC
joined by Deutsche Bank, has extended exclusive period to file
amended plan to July 14, 2018, unless the parties agree to a
settlement that does not require a chapter 11 plan.
The parties are directed to complete mediation by July 10, 2018 and
Deutsche Bank may not request entry of an Order in the foreclosure
case scheduling a sale any earlier than September 14, 2018.
The Troubled Company Reporter has previously reported that the
Parties asked the Court to move the foreclosure sale, to extend the
time for mediation, and to extend exclusive period file amended
plan.
The Court has previously entered an Order establishing deadlines
for foreclosure, plan and exclusivity and mediation. Deutsche Bank
has agreed that the delays in getting the Bank's appraisal has
resulted in a time crunch necessitating moving the dates for a
month. Thus, the July 14 foreclosure sale is moved to August 14,
2018; the May 14 plan deadline and exclusivity to June 14, 2018;
and the April 27 mediation moved to May 27, 2018.
About LNB-015-13 LLC
LNB-015-13, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla. Case No. 17-19226) on July 22,
2017. In the petition signed by Harel Bitton, its authorized
representative, the Debtor estimated assets and liabilities of less
than $500,000. Joel M. Aresty P.A. is the Debtor's bankruptcy
counsel. An official committee of unsecured creditors has not yet
been appointed in the Chapter 11 case.
MARKPOL DISTRIBUTORS: Sixth Interim Cash Collateral Order Entered
-----------------------------------------------------------------
The Hon. A. Benjamin Goldgar of the U.S. Bankruptcy Court for the
Northern District of Illinois authorizing Markpol Distributors,
Inc., to use cash collateral to pay postpetition expenses to third
parties to the extent set forth on the budget, and other the terms
and conditions set forth in the sixth interim order.
The approved two-week cash collateral budget provides total cash
disbursements of $589,500 for weeks ending May 19, 2018 and June 2,
2018.
In return for the Debtor's continued interim use of cash
collateral, MB Financial Bank, N.A., is granted the following
adequate protection for its asserted secured interests in
substantially all of the Debtor's assets to the extent and validity
held prepetition:
(1) The Debtor must permit the MB Financial to inspect, upon
reasonable notice, within reasonable hours, the Debtor's books and
records;
(2) The Debtor must maintain and pay premiums for insurance
to cover the collateral from fire, theft and water damage;
(3) The Debtor must make available to MB Financial evidence
of that which constitutes their collateral or proceeds;
(4) The Debtor must properly maintain the collateral in good
repair and properly manage the collateral; and
(5) MB Financial is granted replacement liens, attaching to
the collateral, but only to the extent of MB Financial's
prepetition liens.
A full-text copy of the Sixth Interim Order is available at:
http://bankrupt.com/misc/ilnb18-06105-67.pdf
About Markpol Distributors
Markpol Distributors, Inc. -- http://markpoldistributors.com/-- is
a food distributor specializing in European grocery merchandise
imported from European exporters. The Company's customers may
select an offering of 4 to 24 feet selection of assorted grocery
merchandise appealing to the American and European consumer.
Markpol is headquartered in Wood Dale, Illinois.
Markpol Distributors filed a Chapter 11 petition (Bankr. N.D. Ill.
Case No. 18-06105) on March 2, 2018. In the petition signed by CEO
Mark Kozyra, the Debtor estimated assets and liabilities at $1
million to $10 million. Judge Benjamin A. Goldgar is the case
judge.
Shelly A. DeRousse, Esq., at Freeborn & Peters LLP, is the Debtor's
counsel. Rally Capital Services, LLC, is the financial advisor.
Patrick S. Layng, U.S. Trustee for the Northern District of
Illinois, on March 15 appointed five creditors to serve on an
official committee of unsecured creditors. The Committee retained
Goldstein & McClintock LLLP, as counsel.
MARSH SUPERMARKETS: Has Until Sept. 5 to Exclusively File Plan
--------------------------------------------------------------
The Hon. Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware has extended, at the behest of Marsh
Supermarkets Holdings, LLC, and its affiliates, the exclusive
periods during which only the Debtors can file a plan of
reorganization and solicit acceptances of the plan through and
including Sept. 5, 2018, and Nov. 2, 2018, respectively.
As reported by the Troubled Company Reporter on May 25, 2018, the
Debtors' Chapter 11 cases are sufficiently large and complex to
warrant the requested extension of the Exclusive Periods. As of
the Petition Date, the Debtors owned and operated a chain of 60
grocery stores in Indiana and Ohio and employed approximately 4,400
employees. Since the Petition Date, the Debtors have already
obtained approval for, and closed on an expedited basis, the sale
transactions; completed store closing sales at their remaining
locations and rejected all of the associated non-residential real
property leases; rejected hundreds of unnecessary, and therefore
burdensome, executory contracts and unexpired leases; and filed
eight omnibus claims objections and two notices of satisfied
claims.
A copy of the court order is available at:
http://bankrupt.com/misc/deb17-11066-1007.pdf
About Marsh Supermarkets
Founded in 1931, Marsh Supermarkets is a retail food chain
headquartered in Indianapolis, Indiana, with stores throughout
Central Indiana and parts of western Ohio. A substantial majority
of the stores are operating under the Marsh Supermarkets banner,
and a handful of stores operate as O'Malia Food. Marsh was
publicly traded until May 2006, when it was acquired by affiliates
of Sun Capital Partners IV, LP, and certain independent investors.
Marsh Supermarkets Holding, LLC, and 15 affiliated debtors each
filed a voluntary petition for relief under Chapter 11 of the
United States Bankruptcy Code (Bankr. D. Del. Lead Case No.
17-11066) on May 11, 2017. As of the Petition Date, Marsh operated
60 stores in Indiana and Ohio, and had a workforce of approximately
4,400 employees. The cases are pending before the Hon. Brendan
Linehan Shannon.
Young Conaway Stargatt & Taylor, LLP, is serving as counsel to the
Debtors. Clear Thinking Group is the Debtors' restructuring
advisors. Peter J. Solomon Company is the Debtors' investment
banker. Prime Clerk LLC is the claims and noticing agent.
Andrew R. Vara, Acting U.S. Trustee for Region 3, on May 18, 2017,
appointed seven creditors to serve on the official committee of
unsecured creditors in the Chapter 11 case. The Committee retained
Bayard, P.A., and Cooley LLP as counsel.
NATURE'S BOUNTY: Bank Debt Trades at 16% Off
--------------------------------------------
Participations in a syndicated loan under which Nature's Bounty is
a borrower traded in the secondary market at 84.50
cents-on-the-dollar during the week ended Friday, May 25, 2018,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 1.17 percentage points from the
previous week. Nature's Bounty pays 350 basis points above LIBOR to
borrow under the $1.5 billion facility. The bank loan matures on
September 30, 2024. Moody's rates the loan 'B3' and Standard &
Poor's gave a 'B-' rating to the loan. The loan is one of the
biggest gainers and losers among 247 widely quoted syndicated loans
with five or more bids in secondary trading for the week ended
Friday, May 25.
NEW ENGLAND CONFECTIONERY: Sweetheart Candy Acquires Business
-------------------------------------------------------------
The New England Confectionery Company ("NECCO"), the 171-year-old
maker of the iconic NECCO wafer, has been acquired by Sweetheart
Candy Co. LLC, an entity owned by Dean, Evan and Daren Metropoulos,
for $17.3 Million. The deal, which closed on May 31, came in the
wake of the company’s April bankruptcy filing and subsequent
auction process.
The Metropoulos family has a long and successful track record of
reinvigorating classic brands including Hostess, Pabst Blue Ribbon,
Bumble Bee, Chef Boyardee, Vlasic, Ghirardelli and Perrier Jouet,
among others. Over the course of nearly forty years, the family
has invested in approximately 80 entities -- transforming
companies, accelerating revenue and earnings growth and propelling
to renewed prominence scores of rich-heritage brands.
Headquartered in Revere, MA, NECCO -- the oldest continuously
operating candy company in the U.S. -- produces sweet treats,
including seasonal Sweetheart Conversation Hearts, Candy Buttons,
Mary Jane candies and Clark Bars, in addition to its namesake
wafers.
"We are extremely excited to bring our extensive background and
expertise to bear in working to revive NECCO and its amazing
brands, all of which have a special place in the heart of
Americana," said Evan Metropoulos.
"Acquiring NECCO is a special opportunity to create a robust
platform designed to build critical mass and create the potential
for consolidating additional confectionery brands in the near
future," added Daren Metropoulos.
NECCO CEO Mike McGee stated, "We are thrilled to be partnering with
the Metropoulos team given their impressive track record working
with great consumer brands and strong commitment to supporting
customers with outstanding products and service levels going
forward."
About Necco
NECCO Holdings, Inc. and New England Confectionery Company, Inc. --
http://www.necco.com/-- are a producer and supplier of candy
products.
Creditors Americraft Carton, Inc., of Prairie Village, Kansas;
Ungermans Packaging Solutions of Fairfield, Iowa; and Genpro, Inc.
of Rutherford, New Jersey, filed an involuntary Chapter 7 petition
against New England Confectionery Company, Inc. (Bankr. D. Mass.
Case No. 18-11217) on April 3, 2018.
The case was converted to a voluntary Chapter 11 bankruptcy
petition on April 17, 2018.
In the petition signed by Michael McGee, its president, Necco
estimated $10 million to $50 million in assets and $100 million to
$500 million in liabilities.
Judge Melvin S. Hoffman presides over the case. Necco hired Scott
H. Moskol, Esq., Tal Unrad, Esq., and William V. Sopp, Esq., at
Burns & Levinson LLP, as counsel.
The three petitioning creditors claimed they were owed more than
$1.6 million. Americraft Carton is represented by Christopher M.
Candon, Esq., at Sheehan Phinney Bass + Green PA. Ungermans
Packaging Solutions is represented by John J. Dussi, Esq., at Cohn
& Dussi, LLC. Genpro is represented by Joseph L. Schwartz, Esq.,
at Riker, Danzig, Sherer, Hyland & Perretti.
The Court appointed Harry B. Murphy, Esq., at Murphy & King, as
Necco's Chapter 11 trustee. He has engaged his own firm as counsel
and Verdolino & Lowey, P.C. as financial advisor. The Trustee
hired Threadstone Advisors, LLC, as investment banker.
NIGHTHAWK ROYALTIES: Gets Nod on Interim Cash Collateral Use
------------------------------------------------------------
The Hon. Brendan Linehan Shannon of the U.S. Bankruptcy Court for
the District of Delaware has signed an interim order authorizing
Nighthawk Royalties LLC and certain of its affiliates to use cash
collateral for the disbursements set forth in the 13-week cash
disbursements and receipts budget.
The Final Hearing on the Cash Collateral Motion is scheduled for
June 7, 2018 at 2:00 p.m.
As adequate protection for and to secure payment of an amount equal
to the Collateral Diminution and as an inducement to the
Prepetition Secured Parties to permit the Debtors' use of cash
collateral, the Debtors grant the following security interests and
liens to the Administrative Agent, for the benefit of the
Prepetition Secured Parties:
(a) A valid, binding, continuing, enforceable, full-perfected
first priority senior priming security interest in and lien on the
Prepetition Collateral and all other of the Debtors' now owned and
hereafter-acquired real and personal property. The Adequate
Protection Liens will in all cases be senior to any other security
interests or liens subject only to the Carve Outs, liens that arise
post-petition by operation of law and that would otherwise rank
senior to or pari passu with the Adequate Protection Liens.
(b) A valid, binding, continuing, enforceable, full-perfected
junior lien on and security interest in all prepetition and
postpetition property of the Debtors, whether now existing or
hereafter acquired, the is subject to valid, perfected and
unavoidable liens, if any, in existence immediately prior to the
Petition Date that are perfected subsequent to the Petition Date
permitted by Section 546(b) of the Bankruptcy Code.
The Debtors also grant to the Administrative Agent, for the benefit
of the Prepetition Secured Parties, an allowed superpriority
administrative-expense claim against each of the Debtors on a joint
and several basis with priority over any and all other
administrative-expense claims against the Debtors now existing or
hereafter arising in the cases.
Additionally, the Debtors are authorized and directed to pay to the
Administrative Agent, for the ratable benefit of the Prepetition
Secured Parties, adequate protection payments on the last business
day of each calendar month after entry of the Interim Order, in
each case, in an amount equal to all accrued and unpaid prepetition
and postpetition interest, fees, and costs due and payable under
the Credit Agreement, and in each case, such payments calculated
based on the Alternative Base Rate.
A full copy of the Interim Order is available at
http://bankrupt.com/misc/deb18-10989-57.pdf
About Nighthawk Energy
Nighthawk Energy -- http://www.nighthawkenergy.com/-- is an
independent oil and natural gas company operating in the
Denver-Julesburg (DJ) Basin of Colorado, USA. The Debtors are the
direct and ultimate parent entities of non-debtors Nighthawk
Production LLC and OilQuest USA, LLC. The sole or primary operating
entity of the Debtors is Nighthawk Production, an oil and gas
exploration company which is organized under Delaware law and based
in Denver, Colorado. Production's principal business activity is
the exploration for, as well as the development and sale of,
hydrocarbons, operating solely in the state of Colorado where it
holds interests in over 150,000 net mineral acres in and around
Lincoln County. Nighthawk's common shares are publicly listed on
the London Stock Exchange (LSE:HAWK).
Nighthawk Royalties LLC and Nighthawk Energy each filed Chapter 11
petition (Bankr. D. Del. Lead Case No. 18-10989) on April 30, 2018.
The petitions were signed by Rick McCullough, president. The case
is assigned to Judge Brendan Linehan Shannon.
At the time of filing, Debtor Nighthawk Royalties estimated at
least $50,000 in assets and $10 million to $50 million in
liabilities, while debtor Nighthawk Energy estimated $100,000 to
$500,000 in assets and $10 million to $50 million in liabilities.
The Debtors retained by Greenberg Traurig, LLP as counsel; SSG
Advisors, LLC as Investment Banker; and JND Corporate Restructuring
as claims agent.
NIKING PROPERTIES: U.S. Trustee Unable to Appoint Committee
-----------------------------------------------------------
No official committee of unsecured creditors has been appointed in
the Chapter 11 case of Niking Properties, LLC as of June 1,
according to a court docket.
Niking Properties is represented by:
Melanie A. FitzGerald, Esq.
Salvatore LaMonica, Esq.
LaMonica Herbst & Maniscalco LLP
3305 Jerusalem Avenue, Suite 201
Wantagh, NY 11793
Tel: 516-826-6500
Fax: 516-826-0222
Email: MFitzgerald@lhmlawfirm.com
Email: sl@lhmlawfirm.com
About Niking Properties LLC
Niking Properties, LLC is a privately-held company in Lake Worth,
Florida, engaged in activities related to real estate. It owns two
real properties in Atlantic Beach, New York, having an aggregate
appraised value of $1.05 million.
Niking Properties sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. N.Y. Case No. 18-72867) on April 27,
2018.
In the petition signed by Anna Maria Giacomazzo, manager and
authorized representative, the Debtor disclosed $1.05 million in
assets and $905,092 in liabilities.
Judge Robert E. Grossman presides over the case. LaMonica Herbst &
Maniscalco LLP is the Debtor's legal counsel.
PETROLEUM GEO-SERVICES: Bank Debt Trades at 3.50% Off
-----------------------------------------------------
Participations in a syndicated loan under which Petroleum
Geo-Services ASA [PGS] is a borrower traded in the secondary market
at 96.50 cents-on-the-dollar during the week ended Friday, May 25,
2018, according to data compiled by LSTA/Thomson Reuters MTM
Pricing. This represents an increase of 2.17 percentage points from
the previous week. Petroleum Geo-Services pays 250 basis points
above LIBOR to borrow under the $400 million facility. The bank
loan matures on March 19, 2021. Moody's rates the loan 'B3' and
Standard & Poor's gave a 'CCC+' rating to the loan. The loan is one
of the biggest gainers and losers among 247 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday, May 25.
Petroleum Geo-Services ASA, a marine geophysical company, provides
a range of seismic and reservoir services worldwide. The company is
involved in the acquisition, imaging, interpretation, and field
evaluation of seismic data to oil and gas companies. It also offers
electromagnetic services; and data library that comprises
individual 3D surveys. The company was founded in 1991 and is
headquartered in Oslo, Norway.
PORT WASHINGTON: U.S. Trustee Unable to Appoint Committee
---------------------------------------------------------
No official committee of unsecured creditors has been appointed in
the Chapter 11 case of Port Washington Holding Corp. as of June 1,
according to a court docket.
About Port Washington Holding Corp.
Based in Syosset, New York, Port Washington Holding Corp. listed
its business as single asset real estate (as defined in 11 U.S.C.
Section 101(51B)). Port Washington Holding filed a Chapter 11
petition (Bankr. E.D.N.Y. Case No. 18-72944) on April 30, 2018. In
the petition signed by Anupam Sharma, president, the Debtor
estimated $1 million to $10 million in assets and $100,000 to
$500,000 in liabilities. The case is assigned to Judge Louis A.
Scarcella. Richard F. Artura, Esq., at Phillips, Artura & Cox, is
the Debtor's counsel.
PRIME HOTEL: Parties to Mutually Agree on Exclusivity Extension
---------------------------------------------------------------
The Hon. Sean H. Lane of the U.S. Bankruptcy Court for the Southern
District of New York denied the Motions of (i) DS 17 West 24th
Street Note Purchaser LLC for an order pursuant terminating the
Exclusive Periods of Prime Hotel Management to file a plan of
reorganization and solicit acceptances thereto, and (ii) Prime
Hotel to extend its Exclusive Periods to file a reorganization plan
and solicit acceptances thereto.
The Court advised the Parties that they may mutually agree, in
writing, on or before May 30, 2018 to extend the Exclusive Periods,
and will notify the Court by such date if any such agreement has
been reached. Absent a consensual extension of the Exclusive
Periods, the Mortgagee may file a plan and disclosure statement on
and/or after May 31, 2018, and a hearing on approval of any filed
disclosure statement will be conducted on July 12, 2018 at 10:00
a.m.
Prime Hotel Management LLC asks to extend for a period of 60 days
the Debtor's exclusive periods, (a) to file a chapter 11 plan, from
May 30 to July 29, 2018; and (b) to solicit acceptances of a plan,
from July 29 to September 26, 2018.
The Troubled Company Reporter has previously reported that the
Debtor asked the Court to extend for a period of 60 days the
Debtor's exclusive periods, telling the Court that to date, the
Debtor and its professionals are still in the process of reviewing
and reconciling the claims asserted against it, including the
secured proof of claim filed by Mortgagee DS 17 West 24th Street
Note Purchaser LLC in the amount of $11,983,857, and the general
unsecured claim filed by 1724 Associates LLC in the amount of
$2,703,391.
The Debtor said that Mortgagee filed a motion seeking to terminate
Debtor's exclusive periods so as to file and confirm its own
chapter 11 plan of liquidation. Nevertheless, the Debtor asserted
that it should be provided with the initial opportunity to file and
pursue confirmation of a proposed chapter 11 plan, whether it will
be a plan of liquidation or reorganization.
On the other hand, Mortgagee wanted to terminate the Exclusive
Periods because the Property cannot support real estate taxes and
administrative expenses, let alone a mortgage, and there is no
prospect for reorganization by cramdown, so the best outcome for
this case is confirmation of a liquidating plan -- a process that
requires the Mortgagee's financial support -- and should therefore
be subject to the Mortgagee's control.
Mortgagee told the Court that the Debtor's goal was to tear down
the existing structure and build a hotel. The Debtor stated in
Bankruptcy Court filings that it filed this case because it could
not raise the necessary funds for development. The development
scheme failed in 2016. The Debtor has been unable to find
replacement financing an equity investment, or a buyer since then.
Meanwhile, the Mortgagee's claim is accruing interest at a 24%
default rate. The Property has no income. Bills for debt service,
water, electricity, real estate taxes and insurance went unpaid
prepetition, and the pattern continues, in part, postpetition.
Both the Mortgagee and 1724 Associates, LLC (an unsecured creditor
with a $2,505,417 claim) believed that the Debtor must sell the
Property to stop the bleeding and preserve value for creditors. In
light of the Mortgagee's dominance of the secured class of
creditors, and 1724 Associates' dominance of the unsecured class,
it will be impossible for the Debtor to reorganize without the
consent of these parties, and the Mortgagee's agreement to
subsidize plan payments. But until a Court hearing on April 17,
2018, the Debtor's principal refused to meet to put a sale process
in motion to preserve for the Debtor's estate.
In addition, the Mortgagee argued that the Debtor's development has
been dormant so long that the Debtor must re-file its plans, update
approvals, and pay a filing fee to maintain its authorization to
build a hotel. Admittedly it is questionable whether a hotel
development is the highest and best use of the Property given
market changes since the Debtor embarked on the project years ago,
but the option is still valuable to estate creditors, some of whom
financed based on such a plan. To preserve any hope of delivering
that value, the owner must exercise its rights before the effective
date of the new regulations requiring a special permit in M zones
for hotel use.
Unfortunately, the Debtor's principal has done nothing since filing
this case to indicate that he shares the Mortgagee's sense of
urgency, either with respect to the hotel development option value,
or the eroding equity in the Property as default interest accrues
every day. Indeed, the Debtor cannot afford to pay the fees to
prepare the documents to maintain the hotel option, and as of April
17, 2018, the Debtor had not agreed to accept a protective advance
from the Mortgagee to fund the work. A sale must be put in motion
forthwith to preserve the Property value by preserving the hotel
development option and stopping default interest accrual. And if
creditors are not permitted to step in to preserve the Property
value, creditors will suffer.
The Mortgagee has discussed the situation with 1724 Associates and
both agree that the Mortgagee should move forward with its Plan. If
permitted to file a Mortgagee Plan, the Mortgagee will agree to:
(a) waive late fees on principal (which is expressly required
under the loan documents) in an estimated amount of $736,914 as of
July 30, 2018;
(b) cap its claim at $12,000,000 if an auction occurs before
July 30, 2018, representing an additional savings of an estimated
$346,739; and
(c) reduce the interest rate on the Secured Claim to 9% for
the time period commencing July 30, 2018 if an auction occurs
before July 30, 2018 (but not default interest reduction for the
post July 30, 2018 period if the auction is not concluded by July
30, 2018).
About Prime Hotel Management
New York-based Prime Hotel Management LLC owns in fee simple a
vacant five-storey building located at 17 West 24th Street, New
York, New York, valued by the company at $8.7 million.
Prime Hotel Management sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 18-10221) on Jan. 30,
2018. Hag Gyun Lee, president of Eben Ascel Corp., manager of the
Debtor, signed the petition. At the time of the filing, the Debtor
disclosed $8.7 million in assets and $14.62 million in
liabilities.
Judge Sean H. Lane presides over the case.
Pick & Zabicki, LLP, is the Debtor's legal counsel.
QUALITY PRIMARY CARE: Second Interim Cash Collateral Order Entered
------------------------------------------------------------------
The Hon. Janet S. Baer of the U.S. Bankruptcy Court for the
Northern District of Illinois signed a second interim order
authorizing Quality Primary Care, P.C., to use cash collateral in
accordance with and subject to the uses and expense limitations set
forth in the Budget.
The monthly budget provides total expenses of approximately
$18,528.
The Debtor is authorized to use cash collateral for the purpose of
operating and maintaining her practice during the period commencing
from the date of entry of the Second Interim until the date which
is the earliest to occur of (i) June 20, 2018 or (ii) the date upon
which an Event of Default occurs.
As of the Petition Date, the Debtor is indebted and liable to Mercy
Hospital and Medical Center in the aggregate amount of not less
than $66,855 as set forth in the Eviction Order entered on March
18, 2018 and other orders in Case No. 17 M1 721179 in Cook County,
Illinois.
As adequate protection, the Debtor will tender to Mercy Hospital
the sum of $2,000 per month, commencing May 15, 2018 and on the
15th day of each month thereafter.
In addition, Mercy Hospital is granted the following:
(a) Replacement security interests and liens in the business
assets, income of the Debtor, and all property of the estate
acquired on or after the Petition Date.
(b) Mercy Hospital's citation lien against the assets held at
Lake Side Bank and its citation liens on Aetna Health, Inc. and
Blue Cross and Blue Shield Association will remain in effect, but
effectively held in abeyance from the effective date of the Second
Interim Order until subsequent order of the Court. To the extent
the Debtor needs funds released from one of the Citation
Respondents to meet Court-authorized budget, counsel for Mercy
Hospital will communicate with the applicable Citation Respondent
and authorize release of said funds.
A continued status hearing on the Debtor's use of Mercy's Cash
Collateral will be held on June 20, 2018 at 10:00 a.m.
A full-text copy of the Second Interim Order is available at
http://bankrupt.com/misc/ilnb18-11238-30.pdf
About Quality Primary Care
Quality Primary Care, P.C., operates a Medical Practice at Mercy
Hospital and Medical Center, 2525 S. Michigan Avenue, Chicago,
Illinois.
Quality Primary Care filed a Chapter 11 petition (Bankr. N.D. Ill.
Case No. 18-11238), on April 17, 2018. In the petition signed by
its president, Niva Lubin-Johnson, MD, the Debtor estimated less
than $50,000 in assets and $50,000 to $100,000 in liabilities. The
case is assigned to Judge Janet S. Baer. The Debtor is represented
by William E. Jamison, Jr., Esq. at William E. Jamison &
Associates.
REAL ALLOY: Sold to Noteholders, Business Exits Chapter 11
----------------------------------------------------------
On May 31, 2018, the businesses of Real Alloy Holding, Inc. and its
subsidiaries successfully emerged from bankruptcy following the
closing of the purchase of the Company's assets by a group of
former noteholders led by funds and accounts managed by DDJ Capital
Management, LLC. The purchase included the operations in the
United States, Germany, Norway, the United Kingdom, Mexico, Canada
and its joint venture in Goodyear, AZ. The business will continue
under the Real Alloy name and will maintain its headquarters in
Beachwood, Ohio.
Following the asset purchase, the company's debt has been reduced
by approximately $200 million and the transaction immediately
provided the Company with a strong liquidity position. Going
forward, Real Alloy will be a privately held company.
Terry Hogan, President of Real Alloy, stated, "We are pleased to
have completed the asset purchase and move past the Chapter 11
bankruptcy process. We are very excited to be a company with a
strong financial structure and supportive ownership that looks to
further establish Real Alloy as the industry leader in the regions
we serve. We thank our many customers and suppliers who continued
to partner with us during this process and we look forward to
building upon those relationships in the future. We also want to
thank our employees for all of the hard work and dedication they
showed."
About Real Industry
Based in Beachwood, Ohio, Real Industry, Inc. (NASDAQ:RELY) is the
holding company for Real Alloy, the largest third-party aluminum
recycler in both North America and Europe. Real Alloy offers
products to wrought alloy processors, automotive original equipment
manufacturers, foundries, and casters. Real Alloy delivers
recycled metal in liquid or solid form according to customer
specifications and serves the automotive, consumer packaging,
aerospace, building and construction, steel, and durable goods
industries.
Real Industry has no funded debt. The funded debt obligations of
the Real Alloy debtors total $400 million, comprised of (i) $96
million outstanding under a $110 senior secured revolving
asset-based credit facility with Bank of America, and (ii) $305
million in principal outstanding under 10.00% senior secured notes
due 2019.
Real Industry, Inc., and Real Alloy Intermediate Holding, LLC, Real
Alloy Holding, Inc., and their U.S. subsidiaries filed voluntary
petitions seeking relief under Chapter 11 of the Bankruptcy Code in
Delaware on Nov. 17, 2017.
The Honorable Kevin J. Carey is the case judge.
The Debtors tapped Saul Ewing Arnstein & Lehr LLP as local
bankruptcy counsel; Jefferies LLC as the debtors' investment
banker; Berkeley Research Group, LLC as financial advisor; Ernst &
Young LLP as auditor and tax advisor; and Prime Clerk as the claims
and noticing agent and administrative advisor.
The Ad Hoc Noteholder Group tapped Latham & Watkins LLP as counsel;
Young Conway Stargatt & Taylor LLP as Delaware counsel; and Alvarez
& Marsal Securities, LLC, as financial advisor.
DDJ Capital Management, LLC, Osterweis Capital Management, HPS
Investment Partners, LLC, Hotchkis & Wiley Capital Management, and
Southpaw Credit Opportunity Master Fund L.P. comprise the Ad Hoc
Noteholder Group.
The Official Committee of Unsecured Creditors tapped Brown Rudnick
LLP as counsel; Duane Morris LLP as Delaware counsel; Miller
Buckfire & Co, LLC, as investment banker; and Goldin Associates,
LLC, as financial advisor.
The Ad Hoc Committee of Equity Holders of Real Industry tapped the
firms of Dentons US LLP and Bayard, P.A., as counsel.
* * *
Real Alloy entered into an agreement with its existing asset-based
facility lender and certain of its bondholders for continued use of
its $110 million asset-based lending facility and up to $85 million
of additional liquidity through debtor-in-possession financing to
fund ongoing business operations.
As Real Industry has no access to the Real Alloy debtors'
postpetition financing, Real Industry accepted an unsolicited
proposal from 210 Capital, LLC and the Private Credit Group of
Goldman Sachs Asset Management L.P. for (i) up to $5.5 million in
postpetition financing, (ii) an equity commitment of $17 million
for up to 49% of the common stock, and (iii) a commitment to
provide a $500 million acquisition financing facility on terms to
be negotiated.
ROBERT T. WINZINGER: Interim Cash Collateral Use Extended to July
------------------------------------------------------------------
The Hon. Kathryn C. Ferguson of the U.S. Bankruptcy Court for the
District of New Jersey has signed a third order extending Robert T.
Winzinger, Inc.'s interim use of cash collateral until July 7,
2018.
The Debtor is authorized to use cash collateral for following
purposes: (a) maintenance and preservation of its assets; (b) the
continued operation of its business, including but not limited to
payroll, payroll taxes, employee expenses, and insurance costs; (c)
the completion of work-in-process; (d) to make the adequate
protection payments to Secured Creditor; (e) the purchase of
replacement inventory; and (f) payment of quarterly fees to the
Office of the U.S. Trustee.
The adequate protection and all other provisions of the Interim
Order are continued.
A fifth interim hearing will be held on July 3, 2018 at 2:30 p.m.
at which time the Court will consider Debtor's request for
continued use of cash collateral and any objection, answer or other
responsive pleading to said Cash Collateral Motion which will have
been filed with the Clerk of Court on or before June 27 and
simultaneously served upon counsel for Debtor and counsel for the
Secured Creditor).
A full-text copy of the Third Order is available at
http://bankrupt.com/misc/njb17-25972-189.pdf
About Robert T. Winzinger
Founded in 1960, Robert T. Winzinger, Inc. -- http://winzinger.com/
-- is a full-service contractor for roads, excavation, land
development and demolition, utility and marine construction, and
recycling technologies. Winzinger is certified as a W.B.E. with
the N.J. Dept. of Treasury - Division of Property Management &
Construction; Licensed Contractor with City of Philadelphia; Small
Business Enterprise with the City of Philadelphia; Small Business
Enterprise with the State of New Jersey; Public Works Contractor
with the State of New Jersey; Home Improvement Contractor with the
State of New Jersey Division of Consumer Affairs; and Maintains a
Certificate of Employee Report with the State of New Jersey.
Robert T. Winzinger, Inc., filed a Chapter 11 petition (Bankr.
D.N.J. Case No. 17-25972) on Aug. 7, 2017. The petition was signed
by Audrey Winzinger, vice president, secretary, and treasurer. At
the time of filing, the Debtor estimated $10 million to $50 million
in assets and $1 million to $10 million in liabilities.
The Hon. Kathryn C. Ferguson is the case judge.
The Debtor is represented by David A. Kasen, Esq., at Kasen &
Kasen.
ROSETTA GENOMICS: Intends to File Bankruptcy Protection in U.S.
---------------------------------------------------------------
Rosetta Genomics Ltd. on May 31, 2018, disclosed that the pending
of merger of a subsidiary of Genoptix, Inc. with the Company has
not occurred as scheduled and that Genoptix has refused to provide
assurances that it intends to complete the transaction. Unless the
transaction is completed by May 30, 2018, the Company intends to
file for bankruptcy protection in Israel and the United States.
Genoptix has asserted the existence of a "Material Adverse Effect"
affecting the Company and breaches of representations and
warranties, which the Company disputes. The absence of a Material
Adverse Effect since February 27, 2018, the date of the merger
agreement, and continued accuracy of the Company's representations
and warranties except as would not have a Material Adverse Effect
are conditions to Genoptix's obligations to complete the
transaction.
Rosetta Genomics Ltd. (otc pink:ROSGF) is a genomic diagnostics
company.
SAGE GROUP: Seeks Authorization to Use Cash Collateral
------------------------------------------------------
Sage Group, LLC, asks the U.S. Bankruptcy Court for the District of
Oregon to allow it to use cash collateral to pay the monthly
operating expenses of the tri-plex located in Wilsonville, Oregon.
The use of cash collateral is necessary to continue the operation
of the property. The Debtor proposes that after payment of
operating expenses, which are comprised of expenses listed on the
budget in the approximate amount of $754.30, that all net income be
paid to the first lien holder, the Berkman Trust and Maryann
Sorric.
Other parties with security interest in the property are Western
Land Management and the Judgment Creditors, Mark Shoff & Steve
Koski. The Debtor proposes that their security interest in the
property will continue but they will receive no funds as there is
insufficient rent to completely pay the Berkman Trust. The Berkman
Trust and Maryann Sorric have assignment of rents.
The Debtor will continue to pay to the Berkman Trust any shortfall
in monthly revenue less than $6,300 by the 15th of each month. The
Debtor will also pay the Western Land Management its accruing
monthly interest of $1,050 per month and will pay the Clackamas
County back taxes at $5,000 per month. The additional payments
will be funded by J. Patrick Lucas contributing capital to Debtor.
The Debtor represents that all replacement liens will attach in the
same priority and amount as the prepetition liens of the secured
creditors.
A full-text copy of the Cash Collateral Motion is available at
http://bankrupt.com/misc/orb18-30949-68.pdf
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. Ore. 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. The Debtor hired
Troutman Law Firm, PC, as its legal counsel.
SANDY CREEK: Bank Debt Trades at 15% Off
----------------------------------------
Participations in a syndicated loan under which Sandy Creek Energy
Associates is a borrower traded in the secondary market at 85.30
cents-on-the-dollar during the week ended Friday, May 25, 2018,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 1.05 percentage points from the
previous week. Sandy Creek pays 400 basis points above LIBOR to
borrow under the $1.025 billion facility. The bank loan matures on
November 6, 2020. Moody's rates the loan 'B3' and Standard & Poor's
gave a 'B-' rating to the loan. The loan is one of the biggest
gainers and losers among 247 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday,
May 25.
SEARS HOLDINGS: Obtains $186 Million Funding from JPP Lenders
-------------------------------------------------------------
Sears Holdings Corporation said in a Securities and Exchange
Commission filing that it, through its subsidiaries, has entered
into a Third Amended and Restated Loan Agreement, with JPP, LLC, as
Agent, and JPP, LLC, JPP II, LLC and Cascade Investment, L.L.C., as
lenders, which amends and restates the Second Amended and Restated
Loan Agreement, dated as of Oct. 18, 2017, among the Company, the
Borrowers, JPP, LLC and JPP II, LLC. Mr. Edward S. Lampert, the
Company's chief executive officer and chairman, is the sole
stockholder, chief executive officer and director of ESL
Investments, Inc., which controls JPP, LLC and JPP II, LLC.
Immediately prior to the effectiveness of the Consolidated Loan
Agreement, approximately $593 million in loans were outstanding
under the Existing Loan Agreement. In connection with the
Consolidated Loan Agreement, the Lenders made an additional advance
to the Borrowers in an aggregate principal amount of approximately
$186 million, such that the aggregate principal amount of the loan
outstanding under the Consolidated Loan Agreement as of closing was
approximately $779 million. The loan under the Consolidated Loan
Agreement matures on July 20, 2020.
The Borrowers used the proceeds of the Additional Advance to repay
the loans outstanding under the 2017 Real Estate Loan Facility.
Approximately $93 million of the loan under the Consolidated Loan
Agreement, which as of closing is held by Cascade, is structured as
a "first out" tranche evidenced by promissory note "A" and bears
interest at LIBOR plus 6.50% per annum. The remainder of the loan
under the Consolidated Loan Agreement is evidenced by promissory
note "B", which as of closing is held by JPP and bears interest at
LIBOR plus 9.00% per annum.
The Borrowers paid approximately $1.6 million in upfront fees to
the Lenders in connection with the entry into the Consolidated Loan
Agreement. In addition, to the extent any portion of the loan
evidenced by Note A remains outstanding on Dec. 4, 2018, the
Borrowers must pay the Lenders holding Note A an additional fee of
1.00% of the principal amount outstanding under Note A as of such
date, and to the extent any portion of the loan evidenced by Note A
remains outstanding on June 4, 2019, the Borrowers must pay the
Lenders holding Note A an additional fee of 2.00% of the principal
amount outstanding under Note A as of that date.
The loan under the Consolidated Loan Agreement is guaranteed by the
Company and is secured by a first priority lien on 69 real
properties owned by the Borrowers, which include the 56 real
properties securing the Existing Loan Agreement as well as 13 real
properties that previously secured the 2017 Real Estate Loan
Facility. To the extent permitted under other debt of the Company
or its affiliates, the Loan Facility may be prepaid at any time in
whole or in part, without penalty or premium. The Borrowers are
required to apply the net proceeds of the sale of any real property
collateral to repay the loan. Any such prepayments or repayments
will be applied first to Note A until Note A is repaid in full, and
then to Note B.
The Consolidated Loan Agreement includes certain representations
and warranties, indemnities and covenants, including with respect
to the condition and maintenance of the real property collateral.
The Consolidated Loan Agreement has certain events of default,
including (subject to certain materiality thresholds and grace
periods) payment default, failure to comply with covenants,
material inaccuracy of representation or warranty, and bankruptcy
or insolvency proceedings. If there is an event of default, the
Lenders may declare all or any portion of the outstanding
indebtedness to be immediately due and payable, exercise any rights
they might have under any of the Loan Facility documents (including
against the collateral), and require the Borrowers to pay a default
interest rate equal to the greater of (i) 2.5% in excess of the
base interest rate and (ii) the prime rate plus 1%.
In connection with entry into the Consolidated Loan Agreement, the
Company repaid on June 4, 2018, all loans outstanding under the
Amended and Restated Loan Agreement, dated May 22, 2017, by and
among JPP, LLC, JPP II, LLC, Cascade Investment, LLC, Sears,
Roebuck and Co., Sears Development Co., Innovel Solutions, Inc.,
Big Beaver of Florida Development, LLC and Kmart Corporation, as
amended, and terminated the agreement. The mortgages on the 13
real properties securing the 2017 Real Estate Loan Facility were
released and these properties were pledged as collateral for the
Consolidated Loan Agreement.
* * *
According to the THIRD AMENDED AND RESTATED LOAN AGREEMENT dated as
of June 4, 2018, between SEARS, ROEBUCK AND CO., KMART STORES OF
ILLINOIS LLC, KMART OF WASHINGTON LLC, KMART CORPORATION, SHC
DESERT SPRINGS, LLC, INNOVEL SOLUTIONS, INC., SEARS HOLDINGS
MANAGEMENT CORPORATION, MAXSERV, INC., TROY COOLIDGE NO. 13, LLC,
SEARS DEVELOPMENT CO., and BIG BEAVER OF FLORIDA DEVELOPMENT, LLC
collectively, as Borrower, SEARS HOLDINGS CORPORATION, as
Guarantor, the Lenders party hereto and JPP, LLC, as Agent, the
maximum amount of the Principal Indebtedness that each of the
Borrowers will be liable for under the Loan Documents will be
limited to:
Limit
-------------
Maxserv, Inc. $25,410,000
Troy Coolidge No. 13, LLC $4,070,000
Sears Holdings Management $246,070,000
SHC Desert Springs, LLC $7,370,000
KMART of Illinois, LLC $3,520,000
KMART of Washington, LLC $9,790,000
JPP LLC, as Agent, may be reached at:
Edward S. Lampert, CEO
ESL Investments, Inc.
1170 Kane Concourse, Suite 200
Bay Harbor Islands, FL 33154
- and -
Harold R. Talisman
ESL Investments, Inc.
1170 Kane Concourse, Suite 200
Bay Harbor Islands, FL 33154
JPP is represented by:
John V. Harrison, Esq.
Cleary Gottlieb Steen & Hamilton
One Liberty Plaza
New York, New York 10006
Sears, Roebuck and Co., as borrower, is represented by:
Scott Charles, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
A full-text copy of the Third Amended and Restated Loan Agreement,
dated as of June 4, 2018, is available for free at:
https://is.gd/WHLI6B
About Sears Holdings
Based in Hoffman Estates, Illinois, Sears Holdings Corporation
(NASDAQ: SHLD) -- http://www.searsholdings.com/-- is an integrated
retailer focused on seamlessly connecting the digital and physical
shopping experiences to serve its members. Sears Holdings is home
to Shop Your Way, a social shopping platform offering members
rewards for shopping at Sears and Kmart, as well as with other
retail partners across categories important to them. The Company
operates through its subsidiaries, including Sears, Roebuck and Co.
and Kmart Corporation, with full-line and specialty retail stores
across the United States.
Sears Holdings reported a net loss of $383 million on $16.70
billion of total revenues for the year ended Feb. 3, 2018, compared
to a net loss of $2.22 billion on $22.13 billion of total revenues
for the year ended Jan. 28, 2017. As of May 5, 2018, Sears
Holdings had $7.28 billion in total assets, $11.39 billion in total
liabilities and a total deficit of $4.11 billion.
* * *
As reported by the TCR on April 11, 2018, S&P Global Ratings raised
its corporate credit rating on Sears Holdings Corp. to 'CCC-' from
'SD' and its short-term corporate credit rating on Sears Roebuck
Acceptance Corp. to 'C' from 'SD'. The outlook is negative. S&P
said, "The upgrade reflects our view that Sears has addressed most
but not all of the 2018 maturities and will need to continue to
raise capital as well as make further progress on reducing cash use
and losses.
The TCR reported on March 26, 2018, that Fitch Ratings upgraded
Sears Long-Term IDR to 'CC' from 'RD', which Fitch believes is
reflective of the post-DDE credit profile given ongoing
restructuring concerns.
As reported by the TCR on Jan. 30, 2018, Moody's Investors Service
downgraded Sears Holdings Corp.'s Corporate Family Rating to 'Ca'
from 'Caa3'. Sears' 'Ca' rating reflects the company's announced
pursuit of debt exchanges to extend maturities and its sizable
operating losses - Domestic Adjusted EBITDA (as defined by Sears)
was an estimated loss of approximately $625 million for the LTM
period ending Oct. 28, 2017.
SERTA SIMMONS: Bank Debt Trades at 10.37% Off
---------------------------------------------
Participations in a syndicated loan under which Serta Simmons
Bedding LLC is a borrower traded in the secondary market at 89.63
cents-on-the-dollar during the week ended Friday, May 25, 2018,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 1.85 percentage points from the
previous week. Serta Simmons pays 350 basis points above LIBOR to
borrow under the $1.95 billion facility. The bank loan matures on
November 8, 2023. Moody's rates the loan 'B2' and Standard & Poor's
gave a 'B-' rating to the loan. The loan is one of the biggest
gainers and losers among 247 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday,
May 25.
SILVERVIEW LLC: Seeks Court Approval of Cash Collateral Stipulation
-------------------------------------------------------------------
Silverview, LLC requests the United States Bankruptcy Court for the
District of Arizona for approval of the Stipulated Cash Collateral
Order on an interim basis.
The Debtor is indebted to Mohave State Bank pursuant to a
Promissory Note in the original principal amount of $3,932,869.02,
repayment of which is secured by a Deed of Trust in favor of Mohave
State Bank granting the Bank a senior priority lien on the Real
Property, which includes an assignment of all rents, issues,
profits, royalties and income from the Real Property. Mohave State
Bank's loan documents specifically provide, among other things,
that the Bank's security interests in the Personal Property
includes the inventory in Debtor's convenience market and equipment
on the Real Property and the proceeds therefrom.
The Debtor and Mohave State Bank have reached an agreement
regarding the Debtor's use of cash collateral. The parties have
agreed Mohave State Bank's Cash Collateral is all money, cash and
cash equivalents, deposit accounts and all funds on deposit
therein, and other cash collateral, as that term is defined under
section 363 of the Bankruptcy Code and the Stipulated Order, in
which the Debtor or its estate and Mohave State Bank have an
interest, including, but not necessarily limited to, all rents,
issues, income and profits of and from the Real Property, and all
proceeds arising therefrom, whether arising under the Loan
Documents, the Stipulated Order or otherwise, and whether such cash
collateral was in existence on the date on which Debtor filed this
case or such cash collateral as was thereafter acquired or
received.
The parties have memorialized their agreement within the Stipulated
Order that is being separately filed with the Motion.
A full-text copy of the Debtor's Motion is available at
http://bankrupt.com/misc/azb18-04471-32.pdf
About Silverview LLC
Silverview, LLC is a privately-held company whose principal assets
are located at 1501 E. Gold Rush Road Bullhead City, Arizona. The
company previously sought bankruptcy protection (Bankr. D. Ariz.
Case No. 11-03325) on Feb. 9, 2011.
Silverview sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Ariz. Case No. 18-04471) on April 24, 2018.
In the petition signed by Robert C. Lewis, manager, the Debtor
estimated assets of $1 million to $10 million and liabilities of $1
million to $10 million.
Judge Daniel P. Collins presides over the case.
The Debtor tapped Engelman Berger, P.C., as its legal counsel.
No official committee of unsecured creditors has been appointed in
the Chapter 11 case.
SKILLSOFT CORP: Bank Debt Trades at 18.55% Off
----------------------------------------------
Participations in a syndicated loan under which Skillsoft
Corporation is a borrower traded in the secondary market at 81.45
cents-on-the-dollar during the week ended Friday, May 25, 2018,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 1.87 percentage points from the
previous week. Skillsoft Corporation pays 825 basis points above
LIBOR to borrow under the $185 million facility. The bank loan
matures on April 28, 2022. Moody's rates the loan 'Caa3' and
Standard & Poor's gave a 'CCC' rating to the loan. The loan is one
of the biggest gainers and losers among 247 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday, May 25.
SOUTHEASTERN GROCERS: Completes Restructuring, Exits Chapter 11
---------------------------------------------------------------
Southeastern Grocers on May 31, 2018, disclosed that it has
successfully completed its financial restructuring and has emerged
from Chapter 11 in record timing.
Through this process, SEG has transformed its financial profile and
established a strengthened balance sheet by decreasing overall debt
levels by approximately $600 million (including $522 million of
debt exchanged for equity in the reorganized Company) while
maintaining the Company's strong liquidity position. With a solid
financial foundation, SEG will further advance its business through
store remodels and new stores. The Company will also invest in
additional customer programs, including the introduction of the new
SE Grocers rewards loyalty program beginning in July 2018.
Anthony Hucker, President and Chief Executive Officer of SEG, said,
"It is an exciting new day for Southeastern Grocers as we emerge a
stronger company with an optimal store footprint that is
well-positioned to thrive in the competitive retail market. Our
number one focus is serving our associates and customers, and
providing our communities with a shopping experience they can count
on."
Mr. Hucker continued, "We are extremely pleased to complete this
transformative restructuring in such an effective and efficient
manner. The success of this emergence is a testament to the hard
work of our associates and their commitment to caring passionately,
doing the right thing and constantly improving as an organization
-- all of which is focused upon our purpose of being a great place
to work and a great place to shop. With a stronger balance sheet,
we will continually improve the shopping experience for our
customers and communities, including nearly 100 store remodels and
new store concepts just this year. We thank our customers for
their continued support and look forward to building even better
relationships through our SE Grocers rewards loyalty program and
increased promotional activities across our operations. With the
support of our talented leadership team, associates and supplier
partners, we will continue to write SEG's success story in the
Southeast."
SEG will operate more than 575 stores under the BI-LO, Fresco y
Más, Harveys Supermarket and Winn-Dixie banners, providing the
great service, quality and value that customers can always count on
throughout the seven states that SEG serves.
Advisors
Weil, Gotshal & Manges LLP served as legal counsel, Evercore served
as investment banker, and FTI Consulting Inc. served as
restructuring advisor to Southeastern Grocers.
Morrison & Foerster LLP served as legal counsel and Moelis &
Company LLC served as financial advisor to an ad hoc group of
holders of Unsecured Notes and 9.25% Senior Secured Notes due
2019.
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 April 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 and administrative advisor.
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: Piggly Wiggly Independent Owners Buy Stores
-----------------------------------------------------------------
An independent Piggly Wiggly Store owner, in conjunction with and
with the support of C&S Wholesale Grocers, said June 1, 2018, they
are purchasing two former BI-LO stores in South Carolina.
Lynn and Cindy Willard, current owners of nine Piggly Wiggly
locations in South Carolina, have purchased the BI-LO stores at
9616 Highway 78, Ladson, S.C., and 208 E. McIntyre Street, Mullins,
S.C.
The transactions were closed in mid-May and were subject to the
satisfaction of customary closing conditions. Upon completion of
the transaction, the acquired stores were rebranded under the
Piggly Wiggly banner name. The Grand Opening celebrations are
scheduled at 10:00 a.m. ET on June 6, 2018.
With the additional stores converting to the Piggly Wiggly banner,
C&S Wholesale Grocers now services 51 Piggly Wiggly locations in
South Carolina and Southeast Georgia.
Piggly Wiggly stores in South Carolina and Southeast Georgia, which
are independently owned and operated, are supported and supplied by
C&S Wholesale Grocers. C&S Wholesale Grocers, the owner of the
Piggly Wiggly brand, is looking forward to extending the Piggly
Wiggly footprint.
"Our Independent Owners are excited to grow their existing store
count and expand the Piggly Wiggly brand in the Southeast," said
John Owens, VP of Marketing and Merchandising in the Southeast for
C&S Wholesale Grocers.
In March 2018, three independent Piggly Wiggly store owners, in
conjunction with and with the support of C&S Wholesale Grocers,
entered into a definitive agreement with Southeastern Grocers to
acquire three BI-LO stores in South Carolina and three Harveys
Supermarkets in Georgia. This arrangement is in conjunction with
the restructuring support agreement announced by Southeastern
Grocers on March 15, 2018.
Three Georgia stores are being purchased by Ashley and Missy
Thompson, current owners of three Piggly Wiggly locations in
Southeast Georgia. The locations being purchased are:
Harveys Supermarket - 75 South Valdosta Road, Lakeland, GA
Harveys Supermarket - 1016 Main Street South, Lakeland, GA
Harveys Supermarket - 528 North Church Street, Homerville, GA
Two of the South Carolina stores are being purchased by John and
Anna Gillis, current owners of three Piggly Wiggly stores in the
Upstate of South Carolina. The locations being purchased are:
BI-LO - 809 W. Greenwood Street, Abbeville, SC
BI-LO - 136 S. Main Street, Clover, SC
One of the South Carolina stores is being purchased by David and
Haley Smith, current owners of one Piggly Wiggly store in the
Charleston area. The location being purchased is:
BI-LO - 630 Skylark Drive, Charleston, SC
The transactions were expected to close by the end of April 2018
and subject to the satisfaction of customary closing conditions.
Upon completion of the transaction, the acquired stores were to be
rebranded under the Piggly Wiggly banner name.
Piggly Wiggly(R) was established on September 6, 1916 by Clarence
Saunders in Memphis, Tennessee as the first self-service grocery
store in the United States. Today, there are over 600 Piggly
Wiggly(R) supermarkets independently owned and operated in several
states, including 51 located in South Carolina and Coastal
Georgia.
C&S Wholesale Grocers, Inc. -- http://www.cswg.com/-- based in
Keene, NH, is the largest wholesale grocery supply company in the
U.S. and the industry leader in supply chain innovation. Founded in
1918 as a supplier to independent grocery stores, C&S now services
customers of all sizes, supplying more than 14,000 independent
supermarkets, chain stores, military bases, and institutions with
over 140,000 different products.
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 April 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 serves as legal counsel to the Debtors,
Evercore serves as their investment banker, and FTI Consulting Inc.
as restructuring advisor. Prime Clerk LLC is the claims and
noticing agent and administrative advisor.
Morrison & Foerster LLP serves as legal counsel and Moelis &
Company LLC serves as financial advisor to an ad hoc group of
holders of Unsecured Notes and 9.25% Senior Secured Notes due
2019.
Southeastern Grocers on May 14, 2018, disclosed that the Delaware
Bankruptcy Court has confirmed the Company's Amended Prepackaged
Chapter 11 Plan. The Plan will decrease overall debt levels by
approximately $600 million (including $522 million of debt
exchanged for equity in the reorganized Company) and strengthen the
Company's balance sheet, allowing SEG to invest in the business to
further support its financial health and long-term success.
SOUTHEASTERN STUD: 11th Circuit Affirms K. Whaley Conviction
------------------------------------------------------------
In the case captioned UNITED STATES OF AMERICA, Plaintiff-Appellee,
v. KENNON W. WHALEY, Defendant-Appellant, No. 16-16821 (11th Cir.),
Whaley appeals his two convictions for concealing property of the
estate of his company as it operated under a Chapter 11 plan of
reorganization and his sentence of 72 months of imprisonment.
Whaley challenges the denial of his motion for a judgment of
acquittal and the calculation of his amount of loss. Whaley also
argues, for the first time on appeal, that the district court
improperly limited his closing summation and failed to instruct the
jury about materiality. The United States Court of Appeals,
Eleventh Circuit affirms the district court's conviction and
sentence.
Whaley argues that the district court erred in denying his motion
for a judgment of acquittal on the ground that the government was
required to prove the essential element of materiality, but the
Appeals Court need not decide whether materiality is an element of
bankruptcy fraud to affirm the district court. Even if the Court
assume that materiality is an element of the crime of "knowingly
and fraudulently conceal[ing]. . . from creditors or the United
States Trustee, any property belonging to the estate of a debtor,"
the government proved that Whaley's concealment of insurance
proceeds was material to Teresa Jacobs, the trustee who controlled
the property of Whaley's bankrupt company, Southeastern Stud.
Whaley, the debtor-in-possession, deposited into a
non-debtor-in-possession bank account two checks that CNA
Continental Casualty Company had made payable to Southeastern Stud
without notifying Jacobs of the existence of the bank account or
the insurance proceeds. Whaley's concealment was material because,
had Jacobs known the information he had withheld, she would have
sought to end the bankruptcy case instead of allowing Whaley's
company to enjoy the benefits and protections of a reorganization.
The district court did not err by denying Whaley's motion for an
acquittal.
The district court also did not clearly err by finding that the
loss amount equaled the amount of the insurance proceeds that
Whaley concealed. The guidelines instruct the sentencing court to
use "the greater of actual loss or intended loss," United States
Sentencing Guidelines Manual section 2B1.1 cmt. n.3(A), and the
district court found that the amount of the insurance proceeds
represented both actual loss and intended loss. Whaley knew that
the insurance proceeds were part of the Southeastern Stud estate,
never disclosed their existence to the trustee or turned the
proceeds over to the bankruptcy court, and used at least some of
the proceeds to pay gambling debts. The district court reasonably
inferred from Whaley's misuse of the insurance proceeds that he
intended to deny the creditors of the Southeastern Stud estate
access to those proceeds. The district court did not err by using
the $271,813.84 in insurance proceeds that Whaley concealed as the
amount of loss.
A full-text copy of the 11th Circuit's Decision dated May 4, 2018
is available at https://bit.ly/2HlUGkj from Leagle.com.
George L. Beck, Jr. -- gbeck@mhhlaw.net -- for Plaintiff-Appellee.
William Mallory Kent -- kent@williamkent.com -- for
Defendant-Appellant.
Sandra J. Stewart, for Plaintiff-Appellee.
Brandon K. Essig -- bessig@lightfootlaw.com -- for
Plaintiff-Appellee.
J. Carlton Taylor, for Defendant-Appellant.
Kevin P. Davidson, for Plaintiff-Appellee.
John J. Geer, III -- john.geer@usdoj.gov -- for
Plaintiff-Appellee.
Jonathan Ross, for Plaintiff-Appellee.
About Southeastern Stud and Components
Southeastern Stud & Components, based in Montgomery, first filed
for Chapter 11 bankruptcy (Bankr. M.D. Ala Case No. 09-30765) on
March 23, 2009. James L. Day, Esq., at Memory & Day, served as
counsel in the 2009 case. A copy of the 2009 petition, including a
list of the Debtor's largest unsecured creditors, is available for
free at http://bankrupt.com/misc/almb09-30765.pdf The petition was
signed by Kennon W. Whaley, Sr., chairman of the Company.
STERLING ENTERTAINMENT: Custodian, Law Firm Object to Plan Outline
------------------------------------------------------------------
Larry L. Bertsch, Custodian, and Anthony A. Zmaila Ltd., PLLC
object to Sterling Entertainment Group LV, LLC's first amended
disclosure statement for its amended plan of reorganization filed
on May 3, 2018.
Bertsch and Zmaila Firm complain that the Debtor's first amended
disclosure statement does not contain adequate information as would
enable a hypothetical investor to make an informed judgment about
the amended chapter 11 Plan and would mislead or confuse such a
hypothetical investor about the Plan.
The Debtor includes the "the Boston Pizza Property -- as well as
the contracts and leases related thereto" as one of its principal
assets. Debtor's Disclosure provides no information regarding the
"contracts and leases related to [the Boston Pizza Property]." In
Schedule G, Debtor describes the Boston Pizza Lease as an expired
lease. In addition, Debtor proposes to grant interests in the
Boston Pizza Property without disclosing that the Boston Pizza
Property occupies the same parcel as its other principal assets,
the OG Club and the Club Property.
Bertsch and Zmaila assert that the use of the plural, leases, in
the formulation is misleading, if only one lease encumbers the
Boston Pizza Property. Throughout Sterling II, and often in
Sterling I, Debtor touted a lease with Boston Pizza that yielded
rent of $6,000 per month. The Court relied on the rent yield to
permit the limited use of cash collateral. However, Debtor reported
the Boston Pizza Lease as an expired lease. Thus, the continuing
use of cash collateral jeopardized; and the use of the rent
post-confirmation to provide a source of payment for any creditor
is questionable.
The addition of the "contracts" in Debtor's description of its
assets is either gratuitous or faulty. Debtor makes no effort to
specifically delineate the contracts. Without such a list, the
asset description is incomplete. The impact of the existence vel
non of the contracts renders any valuation of the asset
questionable.
Further, the Debtor reports that "it will obtain exit financing of
$8,300,000, which exit financing will largely pay down the debt
owed to Aristotle." The statement is misleading as Debtor must use
the exit financing to pay Administrative Claims and the Class 1
Claim. The Disclosure implies that the entire exit financing will
pay Class 2 when Class 2 will be paid substantially less than the
exit financing. The Debtor must amend its Disclosure to reflect
what will be paid with exit financing without any suggestion the
exit financing will pay a large portion of the Class 2 Claim.
In sum, Bertsch and Zmaila state that most of their objections
ultimately touch on the feasibility of Debtor's Plan. The
Disclosure practically describes a Plan the confirmation of which
is likely to be followed by the liquidation of the Reorganized
Debtor and the need for further financial reorganization. Debtor
purports to base the financial information in the Disclosure
contained in Debtor's books and records.
No creditor should be called upon to vote on the Plan based on
alleged financial information in Debtor's books and records. Debtor
has admitted throughout Sterling I and Sterling II that it did not
operate OG Club. In The CJOG State Court Litigation, Debtor
vociferously complained about the lack of financial information
share by CJOG regarding the operations of OG Club. The alleged
financial information contained in Debtor's books and records
likely does not exist at all -- to the end that the financial
information in the Disclosure is mere speculation.
Bertsch and Zmaila Firm request that the Court sustain their
objections and refuse to approve the Disclosure or direct Debtor to
amend the Disclosure in accordance with each of the objection.
A copy of Bertsch and Zmaila Firm's Objection is available at:
http://bankrupt.com/misc/nvb18-11484-152.pdf
Attorneys for Larry Bertsch and Anthony A. Zmaila Ltd. PLLC:
Anthony A. Zamaila, Esq.
ANTHONY A. ZAMAILA LIMITED PLLC
1489 West Warm Springs Rd. Ste. 110
Henderson, Nevada 89014
About Sterling Entertainment Group
Sterling Entertainment Group LV, LLC owns Olympic Garden
Gentlemen's Club located at 1531 Las Vegas Boulevard, Las Vegas,
Nevada 89104 as well as the real property associated with it. The
Club is currently not operational and does not generate any cash
flow for the Company. Sterling Entertainment also owns a
commercial space located at 1507 Las Vegas Boulevard South, Las
Vegas, Nevada 89104 and rents it to a commercial tenant. The
Company previously sought bankruptcy protection on July 6, 2017
(Bankr. D. Nev. Case No. 17-13662).
Sterling Entertainment Group LV, LLC, based in Los Angeles,
California, filed a Chapter 11 petition (Bankr. D. Nev. Case No.
18-11484) on March 20, 2018. In the petition signed by Amadouba
Tall, trustee of the Salahadin Family Trust, the Debtor estimated
$10 million to $50 million in assets and $1 million to $10 million
in liabilities. The Hon. Laurel E. Davis presides over the case.
Samuel A. Schwartz, Esq., at Schwartz Flansburg PLLC, serves as
bankruptcy counsel.
STEWART DUDLEY: Magnify Trustee's Sale of Condo Unit 2227 Approved
------------------------------------------------------------------
Judge Tamara O. Mitchell of the U.S. Bankruptcy Court for the
Northern District of Alabama authorized Jeffery J. Hartley, Chapter
11 Trustee for Magnify Industries, LLC, to sell the condominium
unit 2227 located at Emerald Beach Resort in Panama City Beach,
Florida to Janardhan Sarsam $215,500.
The net sales proceeds will be placed in the escrow account of
Engel, Hairston & Johanson P.C., to be held pending further order
of the Court.
About Stewart Ray Dudley
Stewart Ray Dudley filed a Chapter 11 petition (Bankr. N.D. Ala.
Case No. 16-01842) on May 5, 2016, and is represented by R. Scott
Williams, Esq. from Rumberger, Kirk & Caldwell, P.C.
In January 2017, Buffalo Rock Company and James C. Lee, III,
creditors of Stewart Ray Dudley, filed a motion for order directing
the appointment of Peter W. Colmer as Chapter 11 Trustee for the
Debtor's bankruptcy estate. They claimed that continuously acting
against the best interest of his estate, the Debtor caused numerous
assets to be transferred to Magnify Industries, LLC, including an
automobile collection previously valued at over $5,500,000; 100% of
his interest of an updated warehouse and event space commonly
referred to as Old Car Heaven previously valued at over $1,534,000;
and 17 beach front condominiums.
Buffalo Rock is represented by Burr & Forman LLP. James C. Lee,
III, is represented by Bradley Arant Boult Cummings LLP.
The Court appointed Jeffery J. Hartley as Chapter 11 trustee on
Feb. 24, 2017.
The Trustee:
Mr. Jeffery Hartley
P.O. Box 2767
Mobile, AL 36652
E-mail: jjh@helmsinglaw.com
The Trustee is represented by:
Ogden S. Deaton, Esq.
GRAHAM & CO.
110 Office Park Drive
Suite 200
Birmingham, AL 35223
E-mail: ogdend@grahamcompany.com
TAKATA CORP: Special Master Launches Airbag Compensation Program
----------------------------------------------------------------
The following statement is being issued by Professor Eric D. Green,
Special Master for the Department of Justice's Takata Airbag
Individual Restitution Fund and the Trustee of the Tort
Compensation Trust Fund Created in the Takata Bankruptcy Cases.
Takata Defective Airbag Claims
Professor Eric D. Green, the Court-Appointed Special Master of the
Department of Justice's $125 million Takata Individual Restitution
Fund ("IRF") and the Court-Appointed Trustee of the Takata Airbag
Tort Compensation Trust Fund ("TATCTF") created in the Takata
bankruptcy case on May 30 disclosed that he has launched the
compensation program for individuals who suffered personal injury
or wrongful death caused by the rupture or aggressive deployment of
a Takata phase-stabilized ammonium nitrate airbag inflator (a
"Takata Airbag Inflator Defect"). The TATCTF has about $140
million.
There are three types of claims that can be brought by individuals
who suffered injury or wrongful death caused by a Takata Airbag
Inflator Defect: (i) an "IRF Claim" for compensation from the IRF,
the personal injury and wrongful death restitution fund overseen by
the Special Master and established under the Restitution Order
entered by the United States District Court for the Eastern
District of Michigan (the "District Court") on February 27, 2017 in
connection with the Department of Justice's criminal case against
Takata, U.S. v. Takata Corporation, Case No. 16-cr-20810 (E.D.
Mich.); (ii) a "Trust Claim" against Takata, which must be resolved
through the TATCTF, overseen by the Trustee and established in
connection with Takata's Chapter 11 Plan of Reorganization (the
"Bankruptcy Plan") in the Bankruptcy Court for the District of
Delaware (the "Bankruptcy Court"), and (iii) a "POEM Claim" against
a Participating Original Equipment Manufacturer (a "POEM;"
presently the only POEM is Honda/Acura), which must be resolved
pursuant to the Bankruptcy Plan through the TATCTF overseen by the
Trustee.
Each of these three types of claims has its own eligibility
requirements and each claim type covers only physical injuries and
wrongful death resulting from a Takata Airbag Inflator Defect.
Claims related to injuries or wrongful death caused by other airbag
components -- such as airbag failure to deploy, spontaneous airbag
deployment, crash injuries unrelated to the inflator, or economic
losses unrelated to physical injuries or death -- are not covered
by the three types of claims described above.
Individuals can now access the claim forms, which include detailed
instructions regarding how to file a claim, on the IRF website,
www.takataspecialmaster.com, or on the TATCTF website,
www.TakataAirbagInjuryTrust.com.
Oversight of the Claims Process and Resources for More Information
Professor Green was appointed by the District Court to serve as the
Special Master overseeing IRF Claims and was appointed by the
Bankruptcy Court to serve as the Trustee overseeing Trust Claims
and POEM Claims
About Takata Corp
Japan-based Takata Corporation (TYO:7312) --
http://www.takata.com/en/-- develops, manufactures and sells
safety products for automobiles. The Company offers seatbelts,
airbags, steering wheels, child seats and trim parts.
Headquartered in Tokyo, Japan, Takata operates 56 plants in 20
countries with approximately 46,000 global employees worldwide.
The Company has subsidiaries located in Japan, the United States,
Brazil, Germany, Thailand, Philippines, Romania, Singapore, Korea,
China and other countries.
Takata Corp. filed for bankruptcy protection in Tokyo and the U.S.,
amid recall costs and lawsuits over its defective airbags. Takata
and its Japanese subsidiaries commenced proceedings under the Civil
Rehabilitation Act in Japan in the Tokyo District Court on June 25,
2017.
Takata's main U.S. subsidiary TK Holdings Inc. and 11 of its U.S.
and Mexican affiliates each filed voluntary petitions under Chapter
11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No.
17-11375) on June 25, 2017. Together with the bankruptcy filings,
Takata announced it has reached a deal to sell all its global
assets and operations to Key Safety Systems (KSS) for US$1.588
billion.
Nagashima Ohno & Tsunematsu is Takata's counsel in the Japanese
proceedings. Weil, Gotshal & Manges LLP and Richards, Layton &
Finger, P.A., are serving as counsel in the U.S. cases.
PricewaterhouseCoopers is serving as financial advisor, and Lazard
is serving as investment banker to Takata. Ernst & Young LLP is
tax advisor. Prime Clerk is the claims and noticing agent. The
Debtors Meunier Carlin & Curfman LLC, as special intellectual
property counsel.
Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal
counsel, KPMG is serving as financial advisor, Jefferies LLC is
acting as lead financial advisor. UBS Investment Bank also
provides financial advice to KSS.
On June 28, 2017, TK Holdings, as the foreign representative of the
Chapter 11 Debtors, obtained an order of the Ontario Superior Court
of Justice (Commercial List) granting, among other things, a stay
of proceedings against the Chapter 11 Debtors pursuant to Part IV
of the Companies' Creditors Arrangement Act. The Canadian Court
appointed FTI Consulting Canada Inc. as information officer. TK
Holdings, as the foreign representative, is represented by McCarthy
Tetrault LLP.
The U.S. Trustee has appointed an Official Committee of Unsecured
Trade Creditors and a separate Official Committee of Tort
Claimants.
The Official Committee of Unsecured Creditors has selected
Christopher M. Samis, Esq., L. Katherine Good, Esq., and Kevin F.
Shaw, Esq., at Whiteford, Taylor & Preston LLC, in Wilmington,
Delaware; Dennis F. Dunne, Esq., Abhilash M. Raval, Esq., and Tyson
Lomazow, Esq., at Milbank Tweed Hadley & McCloy LLP, in New York;
and Andrew M. Leblanc, Esq., at Milbank, Tweed, Hadley & McCloy
LLP, in Washington, D.C., as its bankruptcy counsel. The Committee
has also tapped Chuo Sogo Law Office PC as Japan counsel.
The Official Committee of Tort Claimants selected Pachulski Stang
Ziehl & Jones LLP as counsel. Gilbert LLP will evaluate of the
insurance policies. Sakura Kyodo Law Offices will serve as special
counsel.
Roger Frankel, the legal representative for future personal injury
claimants of TK Holdings Inc., et al., tapped Frankel Wyron LLP and
Ashby & Geddes PA to serve as co-counsel.
Takata Corporation ("TKJP") and affiliates Takata Kyushu
Corporation and Takata Services Corporation commenced Chapter 15
cases (Bankr. D. Del. Case Nos. 17-11713 to 17-11715) on Aug. 9,
2017, to seek U.S. recognition of the civil rehabilitation
proceedings in Japan. The Hon. Brendan Linehan Shannon oversees
the Chapter 15 cases. Young, Conaway, Stargatt & Taylor, LLP,
serves as Takata's counsel in the Chapter 15 cases.
* * *
In February 2018, the U.S. Bankruptcy Court confirmed the Fifth
Amended Chapter 11 Plan of Reorganization filed by TK Holdings,
Inc. ("TKH"), Takata's main U.S. subsidiary, and certain of TKH's
subsidiaries and affiliates.
TOYS R US: Bank Debt Trades at 20% Off
--------------------------------------
Participations in a syndicated loan under which Toys R Us Inc. is a
borrower traded in the secondary market at 80.08
cents-on-the-dollar during the week ended Friday, May 25, 2018,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 1.94 percentage points from the
previous week. Toys R Us pays 500 basis points above LIBOR to
borrow under the $985 million facility. The bank loan matures on
August 21, 2019. Moody's withdraw the rating of the loan and
Standard & Poor's gave no rating to the loan. The loan is one of
the biggest gainers and losers among 247 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday, May 25.
TOYS R US: Liquidation Sale at Wayne, New Jersey HQ Begins
----------------------------------------------------------
The Toys R Us 650K SF Corporate Office Liquidation Sale has started
in the Company's Wayne, New Jersey headquarters, according to its
Instagram post.
The retailer filed in March 2018 a motion to liquidate its U.S.
business and began the process of closing all 735 of its stores.
"Pretty much everything you would expect to find in a giant
corporate campus loaded with quality furniture and equipment is
available for sale," the post says.
In addition to a giant Geoffrey the Giraffe, properties for sale
include:
* Laptops
* Desktops
* Monitors
* POS
* Late Model AV for 600+ Seat Auditorium
* Cafeteria Equipment ($350K upgrade last year)
* Fitness Center
* Designer Furniture
* Designer Chairs
* Mid-Line Furniture
* Mid-Line Chairs
* Conference Room Furniture
* Patio Furniture
* Memorabilia & Artwork
* Full size 53K SF Plan-O-Gram TRU Store
"Large quantities available. This 650K SF Campus has multiple
loading docks and freight elevators," the IG post adds.
"We're open every day until everything is gone.
M-Sat 9am to 6pm
Sun 10am to 5pm
"Payment by Credit Card or Wire only."
About Toys R Us, Inc.
Toys "R" Us, Inc., was an American toy and juvenile-products
retailer founded in 1948 and headquartered in Wayne, New Jersey, in
the New York City metropolitan area. Merchandise was 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 was 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,
were 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. Consensus Advisory Services LLC and
Consensus Securities LLC, as sale process investment banker. 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.
About Toys R Us Property Company I
Toys "R" Us Property Company I, LLC and its subsidiaries own fee
and leasehold interests in more than 300 properties in the United
States. The Debtors lease the properties on a triple-net basis
under a master lease to Toys-Delaware, the operating entity for
all
of TRU's North American businesses, which operates the majority of
the properties as Toys "R" Us stores, Babies "R" Us stores or
side-by-side stores, or subleases them to alternative retailers.
Toys "R" Us Property was founded in 2005 and is headquartered in
Wayne, New Jersey. Toys 'R' Us Property operates as a subsidiary
of Toys "R" Us Inc.
Toys "R" Us Property and affiliates Wayne Real Estate Holding
Company LLC, MAP Real Estate LLC, TRU 2005 RE I LLC, TRU 2005 RE
II
Trust, and Wayne Real Estate Company LLC sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No.
18-31429) on March 20, 2018. The Propco I Debtors sought and
obtained procedural consolidation and joint administration of
their
Chapter 11 cases, separate from the Toys "R" Us Debtors' Chapter
11
cases.
The Propco I Debtors disclosed that they had estimated assets of
$500 million to $1 billion and liabilities of $500 million to $1
billion.
Judge Keith L. Phillips presides over the Propco I Debtors' cases.
The Propco I Debtors hired Klehr Harrison Harvey Branzburg, LLP;
and Crowley, Liberatore, Ryan & Brogan, P.C., as co-counsel.
According to the petition, the Debtors also tapped Kutak Rock LLP.
They hired Goldin Associates, LLC as financial advisors.
An official committee of unsecured creditors has been appointed in
the Propco I Debtors' cases.
TREATMENT CENTER: DOJ Watchdog Appoints S. Zervoudakis as PCO
-------------------------------------------------------------
The U.S. Trustee, Daniel M. McDermott, notifies the U.S. Bankruptcy
Court for the Southern District of Florida of his appointment of
Sandra Zervoudakis as the Patient Care Ombudsman in the Chapter 11
case of The Treatment Center of the Palm Beaches, LLC.
Sandra Zervoudakis can be reached at:
Sandra Zervoudakis, M.S., LMHC, CAP
6123 NW 31st Ave., Boca
Raton, Florida 33496
Phone: 954-254-6773
Email: Sandra@Optimwellmanagment.com
About Treatment Center of the Palm Beaches
The Treatment Center of the Palm Beaches, LLC, located in West Palm
Beach, Florida -- https://www.thetreatmentcenter.com/ -- is an
addiction treatment center whose mission is to transform the lives
of every individual and family member that walks through its doors.
Since 2009, the Treatment Center has offered custom treatment
programs for drugs, alcohol, trauma, mental health, and other
addictions.
The Treatment Center of the Palm Beaches filed a Chapter 11
petition (Bankr. S.D. Fla. Case No. 18-14622) on April 19, 2018.
In the petition signed by Judi Gargiulo, manager, the Debtor
disclosed $11.07 million in total assets and $6.12 million in total
liabilities. The case is assigned to Judge Erik P. Kimball.
Robert C. Furr, Esq. at Furr & Cohen.
TSC/JMJ SNOWDEN: Junior Secured Lender's Allowed Claim Reduced
--------------------------------------------------------------
TCJ/JMJ Snowden River South, LLC filed with the U.S. Bankruptcy
Court for the District of Maryland a disclosure statement for its
amended chapter 11 plan dated May 22, 2018.
Pursuant to the Plan, the Debtor will sell the Property to LeBlanc
Investment Partners, LLC, a Maryland limited liability company
pursuant to a Purchase and Sale Agreement dated Jan. 17, 2018.
The amended plan slightly modifies the Class 3 Allowed Secured
Claim of Dashco, Inc., the Junior Secured Lender.
As soon as practicable following the later to occur of (a) the
Effective Date, or (b) 30 days after any such Claim becomes an
Allowed Secured Claim, the holder of the Allowed Class 3 Claim will
receive either (i) payment of Cash in an amount equal to such
Allowed Class 3 Claim; or (ii) payment upon such other less
favorable terms as may be agreed to by the holder of the Allowed
Class 3 Claim and the Reorganized Debtor. The holder of the Allowed
Class 3 Claim will also receive interest on such Allowed Class 3
Claim at the contractual non-default rate for the period commencing
on the Petition Date and ending on the Effective Date (or date of
payment, if payment is made after the Effective Date). The amount
of the Allowed Class 3 Claim will be reduced by any amounts
received by the Junior Secured Lender prior to the closing under
the PSA from the sale of non-debtor assets securing the Allowed
Class 3 Claim. Class 3 is unimpaired by the Plan.
The Plan will be funded by the proceeds of the PSA paid by the
Purchaser, together with Available Cash from the operations of the
Debtor's business. The PSA provides that the purchase price for the
Property is $15,000,000, subject to closing adjustments. Because
the Debtor believes that the proceeds of sale will be sufficient to
pay in full all allowed secured and unsecured Claims other than
Allowed Class 7 Claims, all of which are held by insiders, the
Debtor does not believe it is necessary to expend the additional
time and expense that would be required to conduct an auction of
the Property in the hopes of obtaining a higher and better offer
than what is already provided for in the PSA.
The Junior Secured Creditor also has a lien on real property
located at 9033 Red Branch Road, Columbia, Maryland which is owned
by 9033 Red Branch Road, LLC and on real property located at 10921
and 10925 Pumphouse Road, Annapolis Junction, Maryland, which are
owned by TSC/Pumphouse, LLC. Both 9033 Red Brach Road, LLC and
TSC/Pumphouse Road, LLC are affiliates of the Debtor. These
affiliates are in the process of selling the aforementioned real
property to the Purchaser and a portion of the net proceeds of such
sales will be paid to the Junior Secured Creditor, thereby reducing
its Allowed Class 3 Claim. Furthermore, the Junior Secured Creditor
has a lien on real property located at 9385 U.S. Route 1
(Washington Blvd.), Savage, Maryland, which is owned by CFM, LLC,
another affiliate of the Debtor. It is anticipated that this
property will be sold prior to the Effective Date of the Plan and
that a portion of the proceeds of this sale will also be paid to
the Junior Secured Creditor, further reducing the amount of its
Allowed Class 3 Claim.
A copy of the Latest Disclosure Statement is available at:
http://bankrupt.com/misc/mdb17-24150-92.pdf
A copy of the Amended Plan is available at:
http://bankrupt.com/misc/mdb17-24150-88.pdf
About TSC/JMJ Snowden River South
TSC/JMJ Snowden River South, LLC, filed as a "single asset real
estate" whose principal assets are located at 9301, 9309 and 9315
Snowden River Parkway Columbia, Maryland. TSC/JMJ Snowden is an
affiliate of College Park Investments, LLC, which sought bankruptcy
protection (Bankr. D. Md. Case No. 17-22678) on Sept. 22, 2017.
TSC/JMJ Snowden filed a Chapter 11 petition (Bankr. D. Md. Case No.
17-24150) on Oct. 23, 2017. In the petition signed by Manager
Bruce S. Jaffe, the Debtor estimated assets and liabilities at $10
million to $50 million. Judge Thomas J. Catliota presides over the
case. Lawrence A. Katz, Esq., at Hirschler Fleischer, serves as
the Debtor's legal counsel.
The Office of the U.S. Trustee on Dec. 22 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of TSC/JMJ Snowden River South,
LLC.
US OIL: Receiver's Sale of All Assets to USO (Utah) for $9M Okayed
------------------------------------------------------------------
Judge R. Kimball Mosier of the U.S. Bankruptcy Court for the
District of Utah authorized FTI Consulting Canada Inc., the
Court-appointed receiver and manager of US Oil Sands Inc.
("Canadian Debtor") and US Oil Sands (Utah) Inc. and the foreign
representative of the Chapter 15 Debtors, to sell substantially all
of the Chapter 15 Debtors' assets located in the United States to
USO (Utah), LLC for (a) a non-cash credit in reduction of the Debt
in the amount of $9 million (USD) plus a cash amount equal to (i)
the amount necessary to wind down the Receivership Proceedings and
the Chapter 15 Proceedings in an amount to be agreed upon by the
Parties, and (ii) the Receivership and Other Priority Charges
(except for any charges arising out of or in connection with the
Stubbs Claim); and (b) the amount of nil related to the assumption
of the Assumed Liabilities, subject to adjustment.
The Canadian Sale Approval and Vesting Order is granted comity, and
recognized and given full force and effect in the United States,
subject to the terms and provisions of this Order which
specifically protect certain liens and claims against the Chapter
15 Debtors relating to property located in the United States,
mainly, the Permitted Encumbrances and Assumed Liabilities, each as
defined in the Stalking Horse APA, and the Zions Lien Claim and the
Stubbs Lien Claims, each as defined in the Sale Motion.
The transaction that was approved in the Canadian Sale Approval and
Vesting Order and that is contemplated by the Stalking Horse APA is
approved. Pursuant to the Canadian Sale Approval and Vesting
Order, the Recognition Order, and Sections 105(a) and 363(b) and
(f) of the Bankruptcy Code, on the closing date, the Receiver is
authorized to (a) sell, transfer, and assign to the Stalking Horse
Bidder the Chapter 15 Debtors' Assets located in the United States
that are described in the Stalking Horse APA, and (b) execute and
deliver any document necessary to complete the closing of the
Proposed Transaction.
Except as otherwise provided in the Stalking Horse APA, the Chapter
15 Debtors' Assets will be sold, transferred, or assigned to the
Stalking Horse Bidder upon and as of the Closing Date "as is, where
is" with all faults in accordance with the Stalking Horse APA and
the Sale Documents; and free and clear of all liens, claims,
encumbrances, liabilities, and interests of any kind or nature
whatsoever.
Upon the delivery of the Receiver's Certificate (as contemplated in
the Canadian Sale Approval and Vesting Order), and upon the filing
of a certified copy of the Order and the Canadian Sale Approval and
Vesting Order entered by the Canadian Court, together with any
applicable filing or recording fees, the United States Government
Authorities exercising jurisdiction with respect to or over the
Purchased Assets, as applicable, are authorized, requested, and
directed to (in each case as applicable):
a. Enter the Stalking Horse Bidder (or its nominee) as the
owner, lessee, and/or licensee of the Chapter 15 Debtors' Assets;
b. Transfer all permits, licenses, bonds, and similar
authorizations related to the Chapter 15 Debtors' Assets to the
Stalking Horse Bidder (or its nominee);
c. Record the Order and the Canadian Sale Approval and Vesting
Order in the real property records; and
d. Record or file such transfers, discharges, discharge
statements, or conveyances, as may be required to convey clear
title to the Chapter 15 Debtors' Assets to the Stalking Horse
Bidder (or its nominee), subject only to the Permitted
Encumbrances, the Zions Lien Claim, and the Stubbs Lien Claims.
The Order constitutes a final and appealable order within the
meaning of 28 U.S.C. Section 158(a). Notwithstanding Rules 6004(h)
and 6006(d) of the Federal Rules of Bankruptcy Procedure and to any
extent necessary under Federal Rule of Bankruptcy Procedure 9014
and Rule 54(b) of the Federal Rules of Civil Procedure, as made
applicable by Federal Rule of Bankruptcy Procedure 7054, the Court
expressly finds that there is no just reason for delay in the
implementation of the Order. The Receiver is authorized, but is
not required, to close the Proposed Transaction immediately upon
entry of the Order. Any stay periods in Rules 7062 or 6004(h) of
the Federal Rules of Bankruptcy Procedure, or otherwise, are
expressly waived.
About US Oil Sands
Calgary, Alberta-based US Oil Sands Inc. --
http://www.usoilsandsinc.com/-- is engaged in the exploration and
development of oil sands properties and, through its wholly owned
United States subsidiary US Oil Sands (Utah) Inc., has 100%
interest in bitumen leases covering 32,005 acres of land in Utah's
Uinta Basin. The Company has developed a proprietary extraction
process which uses a bio-solvent to extract bitumen from oil sands
without the need for tailings ponds.
In September 2017, the Court of Queen's Bench of Alberta has
granted the application of the Company's lender, ACMO S.a R.L., to
appoint FTI Consulting Canada Inc. as receiver and manager over the
assets, undertakings and property of US Oil Sands. The Receiver is
charged with managing the day-to-day affairs of the Company during
the period of its appointment and should be contacted with respect
to any questions concerning the assets and liabilities of US Oil
Sands.
The receiver filed Chapter 15 petitions for US Oil Sands Inc. and
affiliate US Oil Sands (Utah) Inc. on Nov. 7, 2017 (Bankr. Utah
Case No. 17-29716 and 17-29717) to seek recognition of the
proceedings in Canada. The foreign main proceeding is ACMO
S.A.R.L. v. US Oil Sands Inc. and US Oil Sands (Utah) Inc., Court
of Queen's Bench Alberta, Court File No. 1701-12253.
FTI Consulting Canada Inc., the receiver, is the Debtors'
authorized representative in the Chapter 15 cases. Bruce H. White,
Esq., at Parsons Behle & Latimer, is the U.S. counsel.
VENT ALARM: August 8 Plan Confirmation Hearing
----------------------------------------------
Judge Mildred Caban Flores of the U.S. Bankruptcy Court for the
District of Puerto Rico issued an order approving Vent Alarm
Corp.'s disclosure statement referring to a chapter 11 plan dated
March 29, 2018.
Acceptances or rejections of the Plan may be filed in writing by
the holders of all claims on/or before 14 days prior to the date of
the hearing on confirmation of the Plan.
Any objection to confirmation of the plan must be filed on/or
before 14 days prior to the date of the hearing on confirmation of
the Plan.
A hearing for the consideration of confirmation of the Plan and of
such objections as may be made to the confirmation of the Plan will
be held on August 8, 2018 at 09:00 A.M. at the Jose V. Toledo
Federal Building and US Courthouse, 300 Recinto Sur Street,
Courtroom 3, Third Floor, San Juan, Puerto Rico.
Prior to the Disclosure Statement hearing, the Debtor filed an
amended Plan and accompanying amended disclosure statement
proposing to make payments to its creditors consisting of:
1. Payment of all administrative expenses on the later of the
Effective Date, the date the Administrative Claims become allowed,
or as agreed to with the holder of each Administrative Claim.
2. Secured Creditor Luchetti (previously Banco Popular of Puerto
Rico) partial payment in kind of its collateral.
3. Secured Creditor Luchetti (Oriental Bank) full payment in
kind of its collateral.
4. Payment of 21.6% of amount expected to be allowed of priority
tax claims, i.e. $1,393,530.45, within 30 days after the Effective
Date.
5. Payment of approximately 1.3% of the expected to be allowed
unsecured claims, from the approximate $60,000 carve out for
unsecured creditors to be paid within 120 days after the Effective
Date.
6. All of the Debtor's equity interests will be cancelled on the
Effective Date.
The Plan is to be funded with the available funds originating from
the sale of the Debtor's assets.
A full-text copy of the Amended Disclosure Statement is available
at:
http://bankrupt.com/misc/prb15-09316-500.pdf
About Vent Alarm Corp.
Vent Alarm Corp., also known as Samcor Valcor, is engaged in the
sale, distribution and installation of security windows, doors and
related products, made up aluminum, valwood and glass materials.
Its principal office and place of business is located at Real 189
km. 9.2 Gurabo, Puerto Rico.
Vent Alarm, dba Valcor, sought Chapter 11 bankruptcy protection
(Bankr. D.P.R. Case No. 15-09316) on Nov. 24, 2015. The petition
was signed by Fernando Sosa, president.
The Debtor's counsel is Alexis Fuentes Hernandez, Esq., at Fuentes
Law Offices, LLC, in San Juan, Puerto Rico. WRG Certified Public
Accountants, PSC serves as the Debtor's financial advisor and
in-house accountant.
The Debtor has assets totaling $7.95 million and liabilities
totaling $7.55 million.
VER TECHNOLOGIES: Plan Confirmation Hearing Set for July 13
-----------------------------------------------------------
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware has approved the disclosure statement explaining VER
Technologies HoldCo, LLC, et al.'s joint Chapter 11 plan of
reorganization.
The Court will consider confirmation of the Plan at a hearing to be
held on July 13, 2018, at 10:00 a.m. Objections to confirmation
must be submitted on or before July 6.
Prior to the Disclosure Statement hearing, the Debtors amended
their Disclosure Statement to, among other things, address the
objections raised by the Official Committee of Unsecured Creditors,
the "FTF Parties," and the U.S. Trustee.
Since filing these Chapter 11 Cases, the Debtors have engaged in
discussions with the parties to the
RSA Parties stakeholders with the goal of reaching a consensual
path forward in these Chapter 11 Cases, including a settlement with
respect to the allocation of certain Claims and Causes of Action
arising out of the 2014 Transaction. As a result of those
discussions, the Debtors, with the support of the RSA Parties, have
entered into the Settlement, pursuant to which the RSA Parties have
agreed to (1) provide a $500,000 cash contribution to be
distributed pro rata among Holders of Allowed Class 4 Claims
(including affiliates of the FTF Parties), excluding any Holders of
the Prepetition Term Loan Deficiency Claim and Holders of the
Catterton Promissory Notes Claims, (2) place certain claims and
owners in connection with the 2014 Transaction into a litigation
trust, the proceeds of which, if any, will be distributed pro rata
among Holders of Allowed Class 4 Claims, and release any Liens
against those claims held by the prepetition lenders or the DIP
Lenders recovery for the remaining Holders of Allowed Class 4
Claims. This settlement, together with the benefits provided under
the Restructuring Support Agreement and the DIP Facilities, as
further discussed herein, will allow the Debtors to emerge from
chapter 11 as a stronger company, better able to services its
customers and pay its go-forward creditors.
Under the Amended Plan, each holder of an Allowed General Unsecured
Claim will receive its Pro Rata Share of the Litigation Trust
Interests, entitling the Holder to receive the actual proceeds, if
any, the Litigation Trust Causes Action and the Litigation Trust
Payment; provided that Catterton will receive no distribution on
account of the Management Fee Claims, which Management Fee Claims
will be waived and released by Catterton in connection with the
Settlement; provided, further, that Holders of Prepetition Term
Loan Deficiency Claims and Catterton Promissory Notes Claims will
not share in the first $500,000 of distributions to Holders of
General Unsecured Claims on account of those Holders' Litigation
Trust Interests.
The projected recovery of creditors under the Amended Plan are as
follows:
Class 1 - Other Priority Claims 100%
Class 2 - Other Secured Claims 100%
Class 3 - Prepetition Term Loan
Secured Claims 99.69%-100%
Class 4 - General Unsecured Claims 0.92%
Class 5 - Intercompany Claims 100%
Class 6 - Intercompany Interests 100%
Class 7 - Equity Interests in HoldCo 0%
Class 8 - Sec. 510(b) Claims 0%
The Debtors estimate that the total Prepetition Term Loan Claims
will total approximately $457.6 million, comprising approximately
$159.2 of Allowed Prepetition Term Loan Secured Claims and
approximately $298.4 million on account of the Prepetition Term
Loan Deficiency Claim. The estimate of Prepetition Term Loan
Secured Claims does not include the value, if any, of any
Prepetition Term Loan Adequate Protection Liens (as defined in the
Final DIP Order), which liens attach to the DIP Collateral,
including the Retained Causes of Action.
For the avoidance of doubt, the Debtors estimate that the recovery
on account of the Allowed Prepetition Term Loan Claims
(approximately $457.6 million) will be approximately 35%, which
recovery consists of 100% of the New Units in Reorganized Holdco.
The projected amount of Allowed General Unsecured Claims includes
the Prepetition Term Loan Deficiency Claim, which the Debtors
estimate will be $298.4 million.
The projected recovery for General Unsecured Creditors represents a
baseline recovery for Holders of General Unsecured Claims. This
projected recovery assumes that $500,000 will be shared pro rata
among all Holders of General Unsecured Claims, except for Holders
of the Prepetition Term Loan Deficiency Claim (estimated at
approximately $298.4 million) and the Catterton Promissory Notes
Claims (estimated at approximately $7.5 million). This projected
recovery does not include amounts payable on account of assets held
in the litigation trust, which are unliquidated at this time. As a
result, the actual recovery may be significantly higher based on
the assets contributed to the litigation trust. For the avoidance
of doubt, all Holders of General Unsecured Claims (including
Holders of the Prepetition Term Loan Deficiency Claim and the
Catterton Promissory Notes Claims) will have an interest in the
litigation trust and will share in any proceeds thereof. In
addition, the actual recovery may be higher as a result of
negotiations or claims reconciliation, either of which may reduce
the pool of Allowed General Unsecured Claims.
A blacklined version of the Disclosure Statement dated June 3 is
available at:
http://bankrupt.com/misc/deb18-10834-403.pdf
A full-text copy of the original Disclosure Statement is available
at:
http://bankrupt.com/misc/deb18-10834-185.pdf
About VER Technologies
VER Technologies is a global provider of production equipment and
engineering support. With the world's largest inventory of rental
equipment, VER supplies the most advanced technology to a broad
array of clients in the TV, cinema, live events, broadcast and
corporate markets. Clients rely on VER's depth of experience in
Broadcast, Audio, Video, Lighting, LED, Cameras, Rigging, Media
Servers, Fiber and more. With 35 offices across North America and
Europe, 24/7 support, and unparalleled expertise, VER can support
any live or taped production anywhere in the world.
VER Technologies, et al., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. Del. Case No. 18-10834) on April 5, 2018.
In its petition signed by Digby Davies, CEO. VER Technologies
HoldCo disclosed $0 to $50,000 in assets and $ $10 million to $50
million in liabilities.
The Hon. Kevin Gross presides over the case.
The Debtors tapped Kirkland & Ellis LLP and Klehr Harrison Harvey
Branzburg LLP as their legal counsel; AlixPartners LLP as
restructuring advisor; PJT Partners as financial advisor; and
Kurtzman Carson Consultants LLC as claims and noticing agent.
Skadden, Arps, Slate, Meagher & Flom LLP, and Perella Weinberg
Partners serve as advisors to Bank of America Merrill Lynch. FTI
Consulting and Morgan, Lewis & Bockius LLP serve as advisors to GSO
Capital Partners.
The Office of the U.S. Trustee for Region 3 appointed an official
committee of unsecured creditors on April 12, 2018. The Trustee
tapped Whiteford Taylor & Preston LLC and Sulmeyerkupetz, a
Professional Corporation, as legal counsel.
VIP RESORT: Exclusive Plan Filing Period Extended Through July 26
-----------------------------------------------------------------
The Hon. Laurel E. Babero of the U.S. Bankruptcy Court for the
District of Nevada, at the behest of VIP Resort, LLC, has extended
the Debtor's Exclusive Filing Period through and including July 26,
2018, and the Debtor's Exclusive Solicitation Period through and
including September 26, 2018.
The Troubled Company Reporter has previously reported that the
Debtor has sought for an additional 90 days extension of the
periods during which the Debtor has the exclusive right to file a
chapter 11 plan of reorganization and to solicit acceptances of a
plan to avoid premature formulation of a chapter 11 plan, and to
ensure the plan that is eventually formulated will take into
account all the interest of the Debtor and their creditors.
Since the Petition Date, the key components of its progress
include, among others: (a) preparing schedules and statements of
financial affairs; (b) beginning to document and negotiate with the
creditors; (c) prosecuting and obtaining orders to use case
collateral, pay employees, assume and reject leases, and sell
equipment; (d) providing financial documents to key creditors; and
(e) developing an overall reorganization strategy litigation for
the business.
In order to successfully resolve this Chapter 11 Case, the Debtor
claimed that the true scope of its losses in the current market
must be determined and the payment of valid debts must be provided
on a basis that preserves the Debtor's strong core business
operations. Although great strides have been made since the
Petition Date, much remains to be done.
About VIP Resort
VIP Resort LLC, formerly A-VIP Pet Resort --
http://www.a-vippetresort.com/-- is a privately owned provider of
dog & cat boarding services. It is located in the heart of Las
Vegas, just minutes from both McCarran International Airport and
the famous Las Vegas Strip.
VIP Resort sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Nev. Case No. 17-16841) on Dec. 27, 2017. In the
petition signed by Kurt Williams, its managing member, the Debtor
estimated assets and liabilities of $1 million to $10 million.
Judge Laurel E. Davis presides over the case.
Schwartz Flansburg PLLC is the Debtor's legal counsel. J&L
Unlimited, LLC, is the Debtor's bookkeeper.
WEST TEXAS RENAL: Suit Against San Angelo Medical Revived
---------------------------------------------------------
Amanda Thomas, writing for SE Texas Record, reports that a lawsuit
against San Angelo Community Medical Center (SACMC) will continue
after an appeals court reversed a lower court's order granting
summary judgment in favor of SACMC.
Steve. F. Montoya Jr. MD, West Texas Renal Care and West Texas
Nephrology sued Kirk Brewer, MD and SACMC, alleging business
disparagement, defamation, civil conspiracy, improper restraint of
trade under the Texas Free Enterprise and Antitrust Act (TFEAA) of
1983, tortious interference with current and prospective business
relations.
According to SE Texas Record, Justice Cindy Olson Bourland of the
Texas Court of Appeals for the 3rd District at Austin, affirmed in
part and denied in part the trial court's ruling in a May 31 order.
Justice Bourland affirmed the trial court's order dismissing
claims brought by Montoya against Brewer. The judge, however,
reversed an order granting summary judgment to SACMC and remanded
the issue back to the trial court.
"A substantial part of Montoya's practice was obtaining new
patients and treating existing patients who came to the emergency
room and needed a nephrologist," according to the appeals court's
opinion, SE Texas Record relates. "Prior to 2007, Montoya 'received
patients with kidney [issues] until SACMC created its own practice
groups.'" But that allegedly changed when the defendants "decided
to then have a covert whisper campaign and not refer any patients
to Montoya," the opinion stated.
"Two patients with whom Montoya had an existing patient-physician
relationship requested Montoya upon their admission to the
emergency room, but SACMC staff would not call Montoya to treat
those patients," the opinion said.
The report relates Brewer filed motions to dismiss, which the trial
court granted. SACMC then filed a motion for summary judgment,
which was also granted. Montoya appealed.
About West Texas Renal Care Center
West Texas Renal Care Center, Inc., is a dialysis center located in
San Angelo, Texas. West Texas Renal Care Center sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No.
18-60016) on Feb. 23, 2018. At the time of the filing, the Debtor
estimated assets and liabilities of less than $1 million. Judge
Robert L. Jones presides over the case. Holder Law is the Debtor's
legal counsel.
WILMINGTON VICTORVILLE: May Use Cash Collateral on Interim Basis
----------------------------------------------------------------
The Hon. Deborah J. Saltzman of the U.S. Bankruptcy Court for the
Central District of California authorized Wilmington Victorville,
LLC to use cash collateral to pay all of the expenses set forth in
the Budget on the terms set forth in the Motion on an interim basis
pending a final hearing.
The Debtor will pay to U.S. Bank National Association, as Trustee
for the registered holders of MLCFC Commercial Mortgage Trust
2007-5 Commercial Mortgage Pass-Through Certificates, Series 2007-5
the amount of post-petition rents received thru June 2, 2018, net
of post-petition expenses paid thru that date, by June 15, 2018.
A final hearing regarding the Motion will be held on June 13, 2018
at 2:00 p.m. The Debtor will file and serve on counsel for U.S.
Bank an updated proposed Budget by June 4, 2018. Any opposition
must be filed and served on counsel for the Debtor by June 8, 2018.
Any reply to oppositions must be filed and served so that it is
actually received by counsel for the objecting party by June 12,
2018.
A full-text copy of the Order is available at
http://bankrupt.com/misc/cacb18-15216-35.pdf
About Wilmington Victorville
Wilmington Victorville, LLC, listed its business as Single Asset
Real Estate (as defined in 11 U.S.C. Section 101(51B)) whose
principal assets are located at 16120 Bear Valley Road Victorville,
CA 92395.
Wilmington Victorville filed a Chapter 11 petition (Bankr. C.D.
Cal. Case No. 18-15216) on May 15, 2018. In the petition signed by
Myong Oc Kang, manager, the Debtor estimated $10 million to $50
million in both assets and liabilities.
The case is assigned to the Hon. Deborah J. Saltzman.
Philip A. Gasteier, Esq., and Monica Y. Kim, Esq., at Levene,
Neale, Bender, Yoo & Brill LLP, serve as the Debtor's counsel.
WOODBRIDGE GROUP: Selling Carbondale Property for $1.86M
--------------------------------------------------------
Woodbridge Group of Companies, LLC, and its affiliated debtors ask
the U.S. Bankruptcy Court for the District of Delaware to authorize
their Contract to Buy and Sell Real Estate dated as of April 7,
2018 with Steven C. Beckwith and Nancy L. Beckwith, in connection
with the sale of Carbondale Glen Sweetgrass Vista, LLC's two
parcels of real property located at Lot C-1, Carbondale, Colorado
81623 and 446 Diamond A Ranch Road, Carbondale, Colorado, together
with the Seller's right, title, and interest in and to the
buildings located thereon and any other improvements and fixtures
located thereon, and any and all of the Seller's right, title, and
interest in and to the tangible personal property and equipment
remaining on the real property as of the date of the closing of the
sale, for $1,850,500.
A hearing on the Motion is set for June 5, 2018 at 11:00 a.m. (ET).
The objection deadline is May 29, 2018 at 4:00 p.m. (ET).
The Property consists of two parcels -- an approximately .67 acre
lot located at 446 Diamond A Ranch Road and a vacant lot located at
Lot C-1. The Seller purchased the Property in March 2014 for an
aggregate purchase price of $160,000 with the intention of
developing the Property for resale. The Debtors have completed
construction of a 3,867 square foot single-family home on the 446
Diamond A Ranch Road parcel and have not yet commenced development
of the Lot C-1 parcel.
On April 7, 2018, the Purchasers made a $985,000 offer on the
Property. The Debtors believe that this purchase price provides
significant value and, accordingly, the Seller countersigned the
final Purchase Agreement on April 13, 2018. Under the Purchase
Agreement, the Purchasers agreed to purchase the Property for
$985,000, with a $30,000 initial cash deposit, a $655,000 cash down
payment due at closing, and the balance of $300,000 to be financed
by a loan. The Purchasers have allocated $900,000 to the home, and
$85,000 to the vacant lot. The deposit is being held by
Commonwealth Title Company of Garfield County, Inc. as escrow
agent. Accordingly, the Debtors determined that selling the
Property on an "as is" basis to the Purchasers is the best way to
maximize the value of the Property.
In connection with marketing the Property, the Debtors and the
Purchasers each worked with different agents at Aspen Snowmass
Sothebys International Realty, a non-affiliated third-party
brokerage company. The Broker Agreement provides the Seller's
broker with the exclusive and irrevocable right to market the
Property for a fee in the amount of 5% of the contractual sale
price and authorizes the Seller’s broker to compensate a
cooperating purchaser's broker by contributing a share of the
Seller's Broker Fee in the amount of 2.5% of the purchase price to
the purchaser's agent. The Purchase Agreement is signed by Laura
Gee of Sotheby's as the Seller's agent and Arleen K. Ginn of
Sotheby's as the Purchasers' agent.
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 Purchasers 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 proceeds of the Sale (net of the Broker Fees, Other Closing
Costs and amounts required to satisfy the Third Party Lien, if any)
will be paid to the Debtors into the general account of Debtor
Woodbridge Group of Companies, LLC, and such net proceeds will be
disbursed and otherwise treated by the Debtors in accordance with
the Final DIP Order.
The Property is subject to a lien for the benefit of Woodbridge
Mortgage Investment Fund 3, LLC, which secures indebtedness of the
Seller to the Fund in connection with the purchase of the Property.
The Fund has consented to the Sale of the Property free and clear
of the Fund Lien.
The Debtors further ask that filing of a copy of an order granting
the relief sought herein in Garfield County, Colorado may be relied
upon by the Title Insurer to issue title insurance policies on the
Property. They further 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 Purchasers' 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 gross Sale proceeds out of such proceeds.
Any delay in permitting the Debtors to close the Sale could
jeopardize the Sale with the Purchaser and therefore would be
detrimental to the Debtors, their creditors, and their estates.
Accordingly, and to successfully implement the foregoing, 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_1774_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: Selling Carbondale Property for $895K
-------------------------------------------------------
Woodbridge Group of Companies, LLC, and its affiliated debtors ask
the U.S. Bankruptcy Court for the District of Delaware to authorize
their Contract to Buy and Sell Real Estate dated as of April 22,
2018 with David Donald Keim and Diana Owen Keim, in connection with
the sale of Carbondale Glen Lot D-22, LLC's real property located
at 63 Sweetgrass Drive, Carbondale, Colorado, together with the
Seller's right, title, and interest in and to the buildings located
thereon and any other improvements and fixtures located thereon,
and any and all of the Seller's right, title, and interest in and
to the tangible personal property and equipment remaining on the
real property as of the date of the closing of the sale, for
$895,000.
A hearing on the Motion is set for June 5, 2018 at 11:00 a.m. (ET).
The objection deadline is May 29, 2018 at 4:00 p.m. (ET).
The Property consists of a single family home located at 63
Sweetgrass Drive, Carbondale, Colorado. The Seller purchased the
Property in August 2013 as vacant land for a purchase price of
$80,000 with the intention of developing the Property for resale,
and, in fact, completed construction of a single family home. The
Purchasers made an offer under the Purchase Agreement to acquire
the Property on an "as is" basis. Accordingly, the Debtors have
determined that selling the Property now on an "as is" basis best
maximizes the value of the Property.
The Property has been formally listed on the multiple-listing
service for approximately 1,200 days, and has been adjusted
numerous times from $1,150,000 to $895,000. The Property has
received two offers in the past (before the Purchasers' offer).
One was a low offer at $750,000, to which the Debtors countered at
$995,000 and received no response. The other was $800,000, which
was not countered because it was submitted as that buyer's final
offer. The Purchasers' offer under the Purchase Agreement is the
highest and otherwise best offer the Debtors have received.
On April 22, 2018, the Purchasers made a $850,000 offer on the
Property. The Debtors proposed a counter offer at $895,000, and,
on April 27, 2018, the Purchasers accepted the counter offer. The
Debtors believe that this purchase price provides significant
value. Under the Purchase Agreement, the Purchasers agreed to
purchase the Property for $895,000, with a $42,500 initial cash
deposit, a $136,500 cash down payment due at closing, and the
balance of $716,000 to be financed by a loan. The deposit is being
held by Commonwealth Title Company in Glenwood Springs 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 Purchasers worked with
Palladium Properties. The Broker Agreement provides the Seller's
broker with the exclusive and irrevocable right to market the
Property for a fee in the amount of 5% of the contractual sale
price and authorizes the Seller's broker to compensate a
cooperating purchaser’s broker by contributing a share of the
Seller's Broker Fee in the amount of 2.5% of the purchase price to
the purchaser's agent. The Purchase Agreement is signed by Laura
Gee of Sotheby’s as the Seller's agent and Cindy Brinks of
Palladium Properties as the Purchaser's agent.
In addition to the Broker Fee, 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 Purchasers 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 proceeds of the Sale (net of the Broker Fees, Other Closing
Costs and amounts required to satisfy the Third Party Lien, if any)
will be paid to the Debtors into the general account of Debtor
Woodbridge Group of Companies, LLC, and such net proceeds will be
disbursed and otherwise treated by the Debtors in accordance with
the Final DIP Order.
The Property is subject to a lien for the benefit of Woodbridge
Mortgage Investment Fund 3, LLC, which secures indebtedness of the
Seller to the Fund in connection with the purchase of the Property.
The Fund has consented to the Sale of the Property free and clear
of the Fund Lien.
The Debtors further ask that filing of a copy of an order granting
the relief sought in Garfield County, Colorado may be relied upon
by the Title Insurer to issue title insurance policies on the
Property. They further ask authority to pay the Broker Fees in an
amount not to exceed an aggregate amount of 5% of gross sale
proceeds by (i) paying the Purchaser's Broker Fee in an amount not
to exceed 2.5% of the gross Sale proceeds out of such proceeds and
(ii) paying the Seller's Broker Fee in an amount not to exceed 2.5%
of the gross Sale proceeds out of such proceeds.
Any delay in permitting the Debtors to close the Sale could
jeopardize the Sale with the Purchaser and therefore would be
detrimental to the Debtors, their creditors, and their estates.
Accordingly, and to successfully implement the foregoing, 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_1794_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: Selling Donnington's Basalt Property for $610K
----------------------------------------------------------------
Woodbridge Group of Companies, LLC, and its affiliated debtors ask
the U.S. Bankruptcy Court for the District of Delaware to authorize
their Contract to Buy and Sell Real Estate dated as of April 3,
2018 with D&H Aspen Properties, LLC, in connection with the sale of
Donnington Investments, LL's real property located at 780 E. Valley
Road, Unit C-126, Basalt, Colorado, together with the Seller's
right, title, and interest in and to the buildings located thereon
and any other improvements and fixtures located thereon, and any
and all of the Seller's right, title, and interest in and to the
tangible personal property and equipment remaining on the real
property as of the date of the closing of the sale, for $610,000.
A hearing on the Motion is set for June 5, 2018 at 11:00 a.m. (ET).
The objection deadline is May 29, 2018 at 4:00 p.m. (ET).
The Property consists of a 1,213 square foot tenant-occupied
commercial storefront in a shopping center. The Seller purchased
the Property in December 2014 for $383,333 with the intention of
leasing the Property to a commercial tenant and then selling the
Property subject to such lease. The Property has been formally
listed on the multiple-listing service and extensively marketed for
over three years, and the Purchaser's all cash offer under the
Purchase Agreement is the highest and otherwise best offer the
Debtors have received.
After an informal exchange of offers, on April 3, 2018, the
Purchaser made a $610,000 all cash offer on the Property. The
Debtors believe this purchase price provides significant value and,
accordingly, the Seller countersigned the final Purchase Agreement
on April 4, 2018. Under the Purchase Agreement, the Purchaser
agreed to purchase the Property for $610,000, with a $30,000
initial cash deposit, and the balance of $580,000 to be paid in
cash at closing. The deposit is being held by Commonwealth Title
Co. 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 the
Seller's broker with the exclusive and irrevocable right to market
the Property for a fee in the amount of 5% of the contractual sale
price and authorizes the Seller's broker to compensate a
cooperating purchaser's broker by contributing a share of the
Seller's Broker Fee in the amount of 2.5% of the purchase price to
the purchaser's agent. The Purchase Agreement is signed by Laura
Gee of Sotheby's as the Seller's agent and Blake Appleby of Douglas
Elliman Real Estate as the Purchaser's agent.
In addition to the Broker Fee, 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 Purchasers 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 proceeds of the Sale (net of the Broker Fees, Other Closing
Costs and amounts required to satisfy the Third Party Lien, if any)
will be paid to the Debtors into the general account of Debtor
Woodbridge Group of Companies, LLC, and such net proceeds will be
disbursed and otherwise treated by the Debtors in accordance with
the Final DIP Order.
The Property is subject to a lien for the benefit of Woodbridge
Mortgage Investment Fund 2, LLC, which secures indebtedness of the
Seller to the Fund in connection with the purchase of the Property.
The Fund has consented to the Sale of the Property free and clear
of the Fund Lien.
The Debtors further ask that filing of a copy of an order granting
the relief sought in Eagle County, Colorado may be relied upon by
the Title Insurer to issue title insurance policies on the
Property. They further 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 gross Sale proceeds out of such proceeds.
Any delay in permitting the Debtors to close the Sale could
jeopardize the Sale with the Purchaser and therefore would be
detrimental to the Debtors, their creditors, and their estates.
Accordingly, and to successfully implement the foregoing, 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_1790_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: Selling Lilac's Sherman Oaks Property for $670K
-----------------------------------------------------------------
Woodbridge Group of Companies, LLC, and its affiliated debtors ask
the U.S. Bankruptcy Court for the District of Delaware to authorize
their Contract to Buy and Sell Real Estate dated as of May 3, 2018
with Kristin A. Fenn-Lenahan and Richard Connor Lenahan, in
connection with the sale of Lilac Valley Investments, LLC's real
property located at 14115 Moorpark Street, #212, Sherman Oaks,
California, together with the Seller's right, title, and interest
in and to the buildings located thereon and any other improvements
and fixtures located thereon, and any and all of the Seller's
right, title, and interest in and to the tangible personal property
and equipment remaining on the real property as of the date of the
closing of the sale, for $670,000.
A hearing on the Motion is set for June 5, 2018 at 11:00 a.m. (ET).
The objection deadline is May 29, 2018 at 4:00 p.m. (ET).
The Property consists of a condominium unit in Sherman Oaks,
California. The Seller purchased the Property in September 2015
for $555,000, and had leased the unit to a former employee of the
Debtors. The Property has been formally listed on the
multiple-listing service and marketed since April 2, 2018. The
Debtors received seven offers for the Property and thereafter
requested that each potential buyer submit a best and final offer.
The Purchasers' best and final offer under the Purchase Agreement
is above the listing price of $619,000 and is the highest and
otherwise best offer the Debtors have received.
After the Debtors asked best and final offers from the potential
buyers who made offers on the Property, on April 23, 2018, the
Purchaser made a $670,000 best and final all-cash offer on the
Property. The Debtors believe this purchase price provides
significant value and, accordingly, the parties completed the
Purchase Agreement on May 7, 2018. Under the Purchase Agreement,
the Purchasers agreed to purchase the Property for $670,000, with a
$20,110 initial cash deposit, and the balance of $649,890 to be
paid in cash at closing. The deposit is being held by A&A Escrow
as escrow agent.
In connection with marketing the Property, the Debtors worked with
Douglas Elliman, a non-affiliated third-party brokerage company.
The Broker Agreement provides the Seller's broker with the
exclusive and irrevocable right to market the Property for a fee in
the amount of 5% of the contractual sale price and authorizes the
Seller's broker to compensate a cooperating purchaser's broker by
contributing a share of the Seller's Broker Fee in the amount of
2.5% of the purchase price to the purchaser's agent. In connection
with purchasing the Property, the Purchasers worked with Berkshire
Hathaway Home Services.
In addition to the Broker Fee, 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 Purchasers 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 proceeds of the Sale (net of the Broker Fees, Other Closing
Costs and amounts required to satisfy the Third Party Lien, if any)
will be paid to the Debtors into the general account of Debtor
Woodbridge Group of Companies, LLC, and such net proceeds will be
disbursed and otherwise treated by the Debtors in accordance with
the Final DIP Order.
The Property is subject to a lien for the benefit of Woodbridge
Mortgage Investment Fund 3, LLC, which secures indebtedness of the
Seller to the Fund in connection with the purchase of the Property.
The Fund has consented to the Sale of the Property free and clear
of the Fund Lien.
The Debtors further ask that filing of a copy of an order granting
the relief sought herein in the county in which the Property is
situated may be relied upon by the Title Insurer to issue title
insurance policies on the Property. They further ask authority to
pay the Broker Fees in an amount not to exceed an aggregate amount
of 5% of gross sale proceeds by (i) paying the Purchasers' Broker
Fee in an amount not to exceed 2.5% of the gross Sale proceeds out
of such proceeds and (ii) paying the Seller's Broker Fee in an
amount not to exceed 2.5% of the gross Sale proceeds.
Any delay in permitting the Debtors to close the Sale could
jeopardize the Sale with the Purchaser and therefore would be
detrimental to the Debtors, their creditors, and their estates.
Accordingly, and to successfully implement the foregoing, 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_1788_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: Selling Seven's Glenwood Springs Properties
-------------------------------------------------------------
Woodbridge Group of Companies, LLC, and its affiliated debtors ask
the U.S. Bankruptcy Court for the District of Delaware to authorize
their Contract to Buy and Sell Real Estate dated as of April 4,
2018 with Red Deer Realty, in connection with the sale of Seven
Stars Investments, LLC's two parcels of real property located at
342 River Bend Way, Glenwood Springs, Colorado and 368 River Bend
Way, Glenwood Springs, Colorado, together with the Seller's right,
title, and interest in and to the buildings located thereon and any
other improvements and fixtures located thereon, and any and all of
the Seller's right, title, and interest in and to the tangible
personal property and equipment remaining on the real property as
of the date of the closing of the sale, for $250,000.
A hearing on the Motion is set for June 5, 2018 at 11:00 a.m. (ET).
The objection deadline is May 29, 2018 at 4:00 p.m. (ET).
The Property consists of two vacant lots -- an approximately .52
acre lot located at 342 River Bend Way and an approximately .62
acre lot located at 368 River Bend Way. The Seller purchased the
Real Property in August 2016 for $300,000 (i.e., $150,000 per lot),
in addition to multiple other purchases of lots in the area, with
the intention of holding the various lots for future sale as vacant
lots or for future possible development. Ultimately, the Debtors
determined that there would be no benefit to constructing new homes
on the Real Property given the existing inventory in the community
in which the Property is situated. Accordingly, the Debtors have
determined that selling the Property now on an "as is" basis best
maximizes the value of the Property. The Property has been
formally listed on the multiple-listing service since May 2017 and
the Purchaser's all cash offer under the Purchase Agreement is the
highest and otherwise best offer the Debtors have received.
The Purchaser made an all cash offer on the Property on April 4,
2018 in the amount of $250,000 (i.e., $125,000 per lot). The
Debtors believe that this purchase price provides significant value
and, accordingly, the Seller countersigned the final Purchase
Agreement on April 16, 2018. Under the Purchase Agreement, the
Purchaser agreed to purchase the Property for $250,000, with a
$20,000 initial cash deposit, and the balance of $230,000 to be
paid in cash at closing. The deposit is being held by Commonwealth
Title Co. of Garfield County, Inc. as escrow agent.
In connection with marketing the Property, the Debtors worked with
The Property Shop, Inc., a non-affiliated third-party brokerage
company. The Broker Agreement provides the Seller's broker with
the exclusive and irrevocable right to market the Property for a
fee in the amount of 6% of the contractual sale price and
authorizes the Seller's broker 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
agent. The Purchase Agreement is signed by Jennifer VanDyke of
Property Shop as the Seller's agent and Leo G. Carmichael of Red
Deer Realty as the Purchaser's agent
In addition to the Broker Fee, 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 Purchasers 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 proceeds of the Sale (net of the Broker Fees, Other Closing
Costs and amounts required to satisfy the Third Party Lien, if any)
will be paid to the Debtors into the general account of Debtor
Woodbridge Group of Companies, LLC, and such net proceeds will be
disbursed and otherwise treated by the Debtors in accordance with
the Final DIP Order.
The Debtors further ask that filing of a copy of an order granting
the relief sought in Garfield County, Colorado may be relied upon
by the Title Insurer to issue title insurance policies on the
Property. They further 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 gross Sale proceeds out of such proceeds.
Any delay in permitting the Debtors to close the Sale could
jeopardize the Sale with the Purchaser and therefore would be
detrimental to the Debtors, their creditors, and their estates.
Accordingly, and to successfully implement the foregoing, 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_1792_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.
[*] Beard Group 25th Annual Distressed Investing Conference Nov. 26
-------------------------------------------------------------------
Law firm Foley & Lardner LLP & DSI (Development Specialist Inc.),
provider of management consulting and financial advisory services,
will sponsor Beard Group's 2018 Distressed Investing (DI)
Conference on Nov. 26, 2018.
Foley and DSI, who have been past sponsors, will again be
partnering with Beard Group as it marks the conference's Silver
Anniversary this year. This milestone denotes the event as the
oldest, influential DI conference in U.S. The day-long program will
be held at The Harmonie Club in New York City.
For a quarter of a century, the DI Conference's focus has been on
"Maximizing Profits in the Distressed Debt Market." The event also
serves as a forum for leaders in corporate restructuring, lending
and debt and equity investments to gather and discuss the latest
topics and trends in the distressed investing industry, as well as
exchange ideas about high-profile chapter 11 bankruptcy proceedings
and out-of-court restructurings. These are distinguished
professionals who place their resources and reputations at risk to
produce stellar results by preserving jobs, rebuilding broken
businesses, and efficiently redeploying underutilized assets in the
marketplace.
The conference will also feature:
* a luncheon presentation of the Harvey K Miller Award to
Edward I. Altman, Professor of Finance, Emeritus, New York
University's Stern School of Business. The award will be
presented by last year's winner billionaire Marc Lasry,
Altman's former student.
* an evening awards dinner recognizing the 2018 Turnarounds
& Workouts Outstanding Young Restructuring Lawyers.
To register for the one-day conference visit:
https://www.distressedinvestingconference.com/
Discounted early registration tickets are now available.
To learn how you can be a sponsor and participate in shaping the
day-long program, contact:
Bernard Tolliver at bernard@beardgroup.com
or Tel: (240) 629-3300 x-149
To learn about media sponsorship opportunities to bring your outlet
into the view of leaders in corporate restructuring, lending and
debt and equity investments, and to expand your network of news
sources, contact:
Jeff Baxt at jeff@beardgroup.com
or (240) 629-3300, ext 150
[*] Claims Trading Report for May 2018
--------------------------------------
About 553 claims changed hands in Chapter 11 cases in the month of
May:
No. of Claims
Chapter 11 Case Traded
--------------- -------------
Lehman Brothers Holdings Inc.
252
CHC Group Ltd.
93
Westinghouse Electric Company LLC 52
Seadrill Limited and Seadrill Management Ltd. 23
Manugraph Americas, Inc. 14
Cumulus Media Inc.
12
LLS America LLC
10
SS Body Armor I, Inc
8
ISC8 Inc.
8
Folts Home and Folts Adult Home, Inc. 6
GetAutoInsurance.com Agency, LLC and
Lindsay General Insurance Agency, LLC
6
The Bon-Ton Stores, Inc.
6
Toys 'R' Us, Inc.
5
Armada Leasing, LLC and
High Country Transportation, Inc. 5
Vitamin World, Inc.
5
First Phoenix-Weston, LLC
4
KIKO USA, Inc. 4
Woodbridge Group of Companies, LLC 4
Cascade Acceptance Corporation
4
First River Energy, LLC
3
M & G USA Corporation
3
Health Diagnostic Laboratory, Inc.
2
S Chase Limited Partnership and
Crosswinds Houston Limited Partnership
2
Pittsburgh Athletic Association 2
Payless Holdings LLC
2
Professional Resource Network, Inc.
2
Glasgow Equipment Service, Inc.
2
Fallbrook Technologies Inc. 2
Appvion, Inc.
2
T K Mining Services, LLC
2
Toys 'R' Us - Delaware Inc. 1
GenOn Energy, Inc., et al. 1
CJ Holding Co. 1
High Country Transportation, Inc. 1
Pittsburgh Athletic Association Land Company 1
Classic Communities Corporation
1
Vanity Shop of Grand Forks, Inc.
1
ASCO Liquidating Company
1
John Q. Hammons Fall 2006, LLC
1
Trelawny Holdings LLC
1
God's House of Refuge Christian Center, Inc. 1
Fresh & Easy, LLC
1
FAH Liquidating Corp.
1
King's Peak Energy, LLC
1
Heller Ehrman LLP
1
BFW Liquidation, LLC
1
The major trade claim purchasers in May are:
Bane of America Credit Products, Inc.
Attn: Ante Jakic
Attn: Ryan Weddle
c/o Bank of America Merrill Lynch
New York, NY 10036
Tel: (646) 855-7450
Email: AnteJakic@baml.com
ryan.weddle@baml.com
Barclays Bank PLC
Attn: Salvatore Russo
Distressed Loan Closing
Newark, DE 19713
Email: distressedclosers@barclays.com
Centerbridge Special Credit Partners III, L.P.
Attn: Aleksandra Markovic
New York, NY 10152
Tel: (212) 301-6510
Email: closing@centerbridge.com
Cross Ocean USSS Fund I (A) LP
Attn: Steve Kampf
London, England
Tel: +44-207-653-6200
Email: SK@crossoceanpartners.com
Fair Harbor Capital, LLC
Attn: Frederic Glass
Tel: (212) 967-4035
Email: info@fairharborcapital.com
HBK Master Fund L.P.
Attn: J.R. Smith
Dallas, TX 75201
Tel: (214) 758-6107
Sabrecrucial Ltd.
Attn: Haung Chun Chien
Repulse Bay, Hong Kong
Tel: 852-281-29808
Tannor Partners Credit Fund, LP
Attn: Robert Tannor
Rye, NY 10580
Tel: (914) 509-5000
Email: management@tannorpartners.com
TR Capital Management, LLC
Attn: Terrel Ross
Woodmere, NY 11598
Tel: (516) 255-1801
Email: info@trcmllc.com
Whitebox Multi-Strategy Partners, LP
Attn: Scott Specken
Minneapolis, MN 55416
Telephone: (612) 253-6001
Email: sspecken@whiteboxadvisors.com
[*] Eight Attorneys Join Polsinelli's New Seattle Office
--------------------------------------------------------
Am Law 100 firm Polsinelli has expanded its West Coast footprint
into Seattle with the opening of its 21st office. With plans for
further expansion to come in Seattle, Polsinelli announced the
launch of its Seattle office.
Joining the firm is an initial group of eight, including James
Fredman III, Jane Pearson, Steve Kenyon, Jessica Andrade, Stephen
Fisher, Kirsten Koester, Robert Mahler, and Adrienne McKelvey. The
group brings a range of capabilities, including health care,
government investigations, bankruptcy, and corporate and
transactions.
"We're pleased to announce our expansion to Seattle, where our
emphasis on health care, technology, government investigations, and
mid-market corporate practices fits well with the market. We plan
on further growth in Seattle to serve clients in these and other
areas," said Polsinelli Chairman and CEO Russ Welsh. "This is a
talented group of attorneys with diverse skillsets who share our
commitment to providing value and excellent client service."
The Polsinelli Seattle office is located downtown in the Central
Business District's 1000 Second Avenue high-rise, just blocks from
the pier and the Pike Place Market. The new Seattle group
includes:
-- James Fredman III, Health Care Operations Practice Group.
Fredman works with hospitals, academic medical centers, research
institutes, public hospital districts, managed care organizations,
medical technology companies, hospices, and other health care
providers and payors on regulatory, transactional and operational
matters.
-- Jane Pearson, Bankruptcy & Financial Restructuring Practice
Group. Ms. Pearson represents clients in commercial transactions,
commercial litigation, commercial foreclosures, financial
restructurings, workouts, corporate strategic planning, creditors'
rights and bankruptcy, and has earned significant recognition for
her bankruptcy work.
-- Steve Kenyon. Formerly CEO of a Seattle law firm, Mr. Kenyon
will focus on acclimating Polsinelli to the Seattle market and
assume leadership responsibilities of the new office.
-- Jessica Andrade, Government Investigations Practice Group. A
former Assistant U.S. Attorney in the Affirmative Civil Enforcement
Unit in the Western District of Washington, Ms. Andrade uses her
government background in her government investigations and
enforcement proceedings practice, which also includes False Claims
Act litigation and complex commercial litigation.
-- Stephen Fisher, Corporate & Transactional Practice Group.
From emerging companies to mature businesses, Mr. Fisher represents
clients in a variety of industries including industrial design,
software developers, hospitals, smartphone app developers, and
engineering companies, bringing an array of business-critical
services such as capital formation, mergers and acquisitions,
financing, and the protection of technology assets.
-- Kirsten Koester, Corporate & Transactional Practice Group.
Ms. Koester provides a broad range of transactional services to
emerging and established companies with an emphasis on mergers and
acquisitions, and has been involved in international transactions
in Europe, Asia, and Canada.
-- Robert Mahler, Government Investigations Practice Group. With
more than 35 years of experience in white collar criminal defense,
Mr. Mahler specializes in corporate internal investigations,
regulatory defense and complex civil litigation. He has been
recognized among The Best Lawyers in America(c) since 2003,
Chambers Band One, and this year was named as Seattle's Lawyer of
the Year in White Collar Criminal Defense and Government
Investigations.
-- Adrienne McKelvey, Government Investigations Practice Group.
McKelvey represents clients in contract disputes, intellectual
property litigation, white collar criminal cases, and other complex
civil matters.
"Our entire team is excited about this opportunity to launch
Polsinelli's newest chapter in our hometown of Seattle, and to
enhance the solid national reputation Polsinelli has established,"
Mr. Kenyon said. "We share Polsinelli's concentrated focus and
commitment to putting client service first, and look forward to
continuing to introduce Polsinelli's broad and deep practices to
the Seattle market."
Polsinelli's newest location increases the firm's momentum on the
West Coast. In December, the firm expanded its Intellectual
Property capabilities adding a group of five attorneys in its
Silicon Valley office. The firm also has offices in San Francisco
and Los Angeles.
Entering his final year as CEO and Chairman, this expansion marks a
significant milestone for Mr. Welsh, who has served as Polsinelli's
leader for 20 years. Under Mr. Welsh's leadership, the firm has
expanded its geographic footprint opening 19 new offices across the
country. The firm's other offices include major locations in
Atlanta, Boston, Chicago, Dallas, Denver, Houston, Kansas City, Los
Angeles, Nashville, New York City, Phoenix, San Francisco, Silicon
Valley, St. Louis, Washington, D.C., and Wilmington.
About Polsinelli
Polsinelli -- http://www.polsinelli.com/-- is an Am Law 100 firm
with more than 825 attorneys in 21 offices. Ranked #24 for Client
Service Excellence1 and #10 for best client relationships2 among
650 U.S. law firms, Polsinelli is also named among the top 30
best-known firms in the nation3 for the second consecutive year.
The firm's attorneys provide value through practical legal counsel
infused with business insight, and focus on health care, financial
services, real estate, intellectual property, mid-market corporate,
labor and employment, and business litigation.
[*] PBGC Says Multiemployer Program Facing Insolvency by 2025
-------------------------------------------------------------
Pension Benefit Guaranty Corporation's Multiemployer Insurance
Program continues to face insolvency by the end of fiscal year
2025, according to findings in the FY 2017 Projections Report. The
agency's insurance program for multiemployer pension plans covers
over 10 million people.
The new projections show a narrower range of years for the likely
date of insolvency of the Multiemployer Program. The likelihood
that the Multiemployer Program will run out of money before the end
of FY 2025 has grown to over 90 percent, and there remains a
significant chance the program will run out of money during FY
2024. The likelihood the program will remain solvent after FY 2026
is now less than 1 percent. The narrower range in the new
projections is based on the most recent available data on troubled
pension plans.
PBGC's Single-Employer Program, which covers about 28 million
participants, continues to improve and is likely to emerge from
deficit sooner than previously anticipated.
The Projections Report is PBGC's annual actuarial evaluation of its
future operations and financial status. The report provides a
range of estimates of the future status of insured pension plans
and their effect on PBGC's financial condition, based on hundreds
of different economic scenarios.
Multiemployer Program Deficit Expected to Continue to Grow
Over the next decade, the financial condition of PBGC's
Multiemployer Insurance Program is expected to worsen. Projections
made for FY 2027 show a wide range of potential outcomes, with an
average projected deficit of about $89.5 billion in future dollars
– an increase of over $11.7 billion from last year's projection
for FY 2026. The insolvency risk and projected future deficits are
very similar whether or not PBGC assumes multiemployer plans will
continue to adopt benefit reductions or partitions under the
Multiemployer Pension Reform Act of 2014.
About 130 multi-employer plans covering 1.3 million people are
expected to run out of money over the next 20 years. Absent
legislative changes, more and larger claims on the Multiemployer
Program will lead to the program's insolvency. As insolvency
nears, the specific year of insolvency becomes more predictable.
The most recent projections show that the risk of the Multiemployer
Program becoming insolvent prior to FY 2024 or remaining solvent
after FY 2026 is now very small. It is increasingly likely that
the Multiemployer Program will become insolvent during FY 2025.
If the Multiemployer Program were to run out of money, current law
would require PBGC to decrease guarantees to the amount that can be
paid from premium income, which would result in reducing guarantees
to a fraction of current values. PBGC's guarantee is the amount of
retirement benefits that PBGC insures for each participant, which
is capped by law.
The President's FY 2019 Budget contains a proposal to shore up
PBGC's Multiemployer Program. The budget proposes to create a new
variable rate premium and an exit premium in the Multiemployer
Program, estimated to raise an additional $16 billion in premium
revenue over the 10-year budget window. The proposal includes a
provision allowing for a waiver of the additional premium if needed
to avoid increasing the insolvency risk of the most troubled
plans.
Single-Employer Program Continues to Improve
PBGC's Single-Employer Insurance Program covers about 28 million
participants in more than 22,000 plans. Last year's report
projected the program could potentially emerge from deficit by FY
2018 and was likely to emerge by FY 2022. The program forecasts
have improved, with a larger chance of emerging from deficit by FY
2018 and emergence likely by FY 2019. The projections for FY 2027
show a wide range of potential outcomes, including the possibility
for future deficits that could range in excess of $100 billion, but
with an average positive FY 2027 net position of $26 billion in
future dollars ($20 billion in today's dollars). Improvements in
the program's financial position over the 10-year period are due to
the general trend of better funding of pension plans and projected
PBGC premiums exceeding projected claims.
PBGC protects the pension benefits of nearly 40 million Americans
in private-sector pension plans. The agency operates two separate
insurance programs -- one covering pension plans sponsored by a
single employer and another covering multiemployer pension plans,
which are sponsored by more than one employer and maintained under
collective bargaining agreements. PBGC is currently responsible for
the benefits of about 1.5 million people in failed pension plans.
PBGC receives no taxpayer dollars. Its operations are financed by
insurance premiums, investment income, and, for the single-employer
program, assets and recoveries from failed single-employer plans.
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors.
Copyright 2018. All rights reserved. ISSN: 1520-9474.
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