/raid1/www/Hosts/bankrupt/TCR_Public/180607.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Thursday, June 7, 2018, Vol. 22, No. 157
Headlines
11536 CHURCH STREET: Chicago Property Up for Sale June 13
2016 SALDANA FAMILY: Voluntary Chapter 11 Case Summary
215 SULLIVAN: Taps Morrison Tenenbaum as Legal Counsel
2950 W. GOLF: Files Chapter 11 Plan of Liquidation
444 EAST 13: Taps Sonnenschein Sherman as Special Counsel
5TH & OLNEY: Taps Woo Kyun Chang as Accountant
919 PROSPECT AVE: Trustee Gets Additional $848K for Property Repai
ACRISURE LLC: Moody's Affirms B3 CFR Amid New $400MM Loan Issuance
ADLER GROUP: Unsecured Creditors to Recoup 1.89% Under Plan
ADVANCED UNDERGROUND: Taps Strobl & Sharp as Legal Counsel
ALLEGIANT TRAVEL: S&P Assigns 'BB-' CCR & Issue-Level Debt Ratings
AMG INT'L: Proposed Auction Sale of Inventory/Equipment Approved
AMG INTERNATIONAL: $20K Sale of Equipment to Wheeler Approved
AMG INTERNATIONAL: $8K Sale of Warehouse Racking System Approved
ANCHOR GLASS: Bank Debt Trades at 6% Off
ANDREW ECONOMAKIS: GBP Buying Frederick Property for $590K
ANITA LAL: Manassas Property/LLC Interest Sale Denied w/o Prejudice
APPVION INC: Files Joint Combined Chapter 11 Plan of Liquidation
AQUAMARINA II: Case Summary & 4 Unsecured Creditors
ASPIRA OF FLORIDA: S&P Lowers Rating on 2016A/B Bonds to 'B'
ATTIS INDUSTRIES: Negative Working Capital Cast Going Concern Doubt
AURORA REAL ESTATE: Case Summary & Unsecured Creditor
AVAYA INC: Fitch Affirms 'B' IDR & Ups 1st Lien Debt Rating to BB-
BERTUCCI'S HOLDINGS: Earl Enterprises Buys Pizza Chain for $20M
BI-LO LLC: S&P Raises Corp. Credit Rating to 'B-', Outlook Stable
BIOSCRIP INC: SVP Strategic Operations & Interim CAO Resigns
BIRCH WOOD: Taps Williamson Group Sotheby's as Broker
BLACKSTONE DEVELOPERS: Case Summary & 4 Unsecured Creditors
BNEVMA LLC: July 11 Hearing to Consider Approval of Plan
BRAVATEK SOLUTIONS: Accumulated Losses Raise Going Concern Doubt
BRIDGEPORT BIODIESEL: Taps Michael Koplen as Legal Counsel
BTH QUITMAN: Taps GranthamPoole as Accountant
BUNGALOW 3 NYC: Hires Frances M. Caruso as Bookkeeper
BX ACQUISITIONS: Court Rejects Trustee Bid for Summary Judgment
CEC ENTERTAINMENT: Bank Debt Trades at 7% Off
CENGAGE: Bank Debt Trades at 10% Off
CENVEO INC: Major Stakeholders Support Reorganization Plan
CHARITY TOWING: Taps Mark J. Giunta as Legal Counsel
CHELSEA OIL & GAS: MNP LLP Raises Going Concern Doubt
COMMUNITY HEALTH: Extends Early Tender Deadline to June 8
COURTSIDE CONDOMINIUMS: Case Summary & 6 Unsecured Creditors
CSEE: S&P Alters Outlook on 2010A Educational Bonds to Negative
DANIEL BENYAMIN: Selling New York Condo Unit 5E for $590K
DAVID AINSWORTH: $28K Sale of Two Dirt Scrapers to Curtis Approved
DAYA MEDICALS: Unsecured Creditors to Get 21.8% Under Amended Plan
DKG CAPITAL: Working Capital Deficit Raises Going Concern Doubt
EDEN HOME: Hires San Antonio Commercial as Real Estate Broker
EDEN HOME: Seeks to Hire Cushman & Wakefield as Real Estate Broker
ENDLESS SALES: 2nd Amended Joint Plan Confirmed
ENDONOVO THERAPEUTICS: Needs Capital to Continue as Going Concern
ESCALERA RESOURCES: $2.7M Sale of Atlantic Rim Assets to Aspen OK'd
ET SOLAR: Unsecureds' Recovery Cut to 10.55% Under Amended Plan
EV ENERGY PARTNERS: Exits Chapter 11 Protection as Harvest Oil
EV ENERGY PARTNERS: Post-Effective Date Transactions Disclosed
FINCO I: S&P Hikes Issuer Credit Rating to BB, Outlook Negative
FISHERMAN'S PIER: July 31 Plan Confirmation Hearing
FMTB BH: Taps Robinson Brog as Legal Counsel
GERMAN SANTANA: Notice of Appeal Filed Timely, Court Rules
GREEN COUNTRY ENERGY: S&P Cuts $319MM Secured Notes Rating to 'BB'
H3C INC: Unsecured Creditors to Get 50% Under Amended Plan
HARBOR BAR: U.S. Trustee Objects to Confirmation of Chapter 11 Plan
HELIOS AND MATHESON: Lowers Amount of Reserved Conversion Shares
HERO INC: Voluntary Chapter 11 Case Summary
HI-CRUSH PARTNERS: S&P Affirms B- CCR & Alters Outlook to Positive
HNRC DISSOLUTION: Coal Royalties Remains in Bankruptcy Estate
HO WAH GENTING GROUP: Operating Losses Raise Going Concern Doubt
HOBBICO INC: $557K Sale/Abandonment of Miscellaneous Assets Okayed
ICTV BRANDS: EisnerAmper LLP Casts Going Concern Doubt
IMAGE CHAIN GROUP: Recurring Losses Raise Going Concern Doubt
IMAGE GRAPHICS: Unsecured Creditors to Get 100% Over 7 Years
IVANTI SOFTWARE: Bank Debt Trades at 2% Off
JHL INDUSTRIAL: July 17 Plan Confirmation Hearing
JME TRUCKING: Hires Swenson Law Group as Counsel
KELLEY BROS: Auction Sale of Personal Property Approved
LEXI DEVELOPMENT: Taps Atty. David Lichter as Mediator
LIFESTAT AMBULANCE: Deadline to File Chapter 11 Plan Extended
LINCOLN PAPER: $100K Sale of Remaining Mill Site to Industrial OK'd
LOS ANGELES: S&P Lowers Rating on 2001A Home Mortgage Bonds to BB
LUCKY DRAGON: To Sell Substantially All Assets to Fund Ch. 11 Plan
MAI HOLDINGS: S&P Assigns 'B' Corp. Credit Rating, Outlook Stable
MALLINCKRODT GROUP: Bank Debt Trades at 3% Off
MEDAPOINT INC: Proposes an Auction Sale of All Assets
MEDEX PATIENT: Taps Shipe Dosik Law as Special Franchisee Counsel
MOMENTUM COMMUNITY: Voluntary Chapter 11 Case Summary
MONGE PROPERTY: Hires Henson & Company CPAs as Accountant
MONTGOMERY SERVICES: Hires Furr Cohen as Attorney
MURRAY ENERGY: Bank Debt Trades at 8% Off
NATIONS FIRST: Sale of Office Equipment to TopMark Approved
NATURE'S SECOND CHANCE: Hires HeplerBroom as Counsel
NEW ENGLAND CONFECTIONERY: Committee Taps Sheehan as Legal Counsel
NINE WEST: Seeks to Hire BDO USA as Auditor
NORTHERN OIL: Expects to Close Salt Creek Acquisition Deal Soon
NORTHERN POWER: Fails to Comply with Comerica Bank Debt Covenants
NOVABAY PHARMACEUTICALS: Stockholders Elected 2 Directors
OLAS CAPITAL: Case Summary & 20 Largest Unsecured Creditors
OPAL ACQUISITION: Bank Debt Trades at 4% Off
OZZ INVESTING: Taps Ernest P. DeMarco as Accountant
OZZ INVESTING: Taps Hook & Fatovich as Legal Counsel
PENTHOUSE GLOBAL: Assets Sold for $11.2 Million
PENTHOUSE GLOBAL: Dream Media Buying All Assets for $3 Million
PHOENIX RISES: Taps Robinson Brog as Legal Counsel
POP'S PAINTING: Case Summary & 20 Largest Unsecured Creditors
PRECIPIO INC: Will Hold Its Annual Meeting on June 15
RENEWABLE ENERGY: Negative Working Capital Cast Going Concern Doubt
RICHARD D. VAN LUNEN: Monty Seeks Appointment of Examiner
RIVERDALE FINANCE: Fitch Rates Series 2018A Income Tax Bonds 'BB'
ROWAN COS: S&P Lowers Unsecured Debt Rating to 'B'
SALVADOR CORDERO: Trustee's Sale of Kahului Property for $650K OK'd
SANCILIO PHARMACEUTICALS: Case Summary & 20 Top Unsec. Creditors
SERENITY HOMECARE: Bancorp South Bank Objects to Plan Disclosures
SHAMROCK GROUP: Taps Grobstein Teeple as Accountant
SHERIDAN PRODUCTION I-A: $98MM Bank Debt Trades at 16% Off
SHERIDAN PRODUCTION I-M: $60MM Bank Debt Trades at 16% Off
SHERIDAN PRODUCTION: $900MM Bank Debt Trades at 16% Off
SHIBATA FLORAL: Plan Payments to Unsecured to Begin July 5
SIX A CORP: Unsecured Creditors to Get 17.6% Over 5 Years
SOUTH COAST: July 11 Hearing on Disclosure Statement
STERLING ENTERTAINMENT: Litigation Recoveries to Pay Unsecureds
SUNSHINE DAIRY: Committee Taps Leonard Law Group as Legal Counsel
SUPERIOR HOSPICE: PCO Files 1st Report
TANGA.COM: Case Summary & 20 Largest Unsecured Creditors
TELESIS CENTER: S&P Lowers Rating on 2013 Revenue Bonds to 'CCC+'
TENET HEALTHCARE: S&P Alters Outlook to Positive & Affirms BB- CCR
TINTRI INC: KPMG LLP Raises Going Concern Doubt
TORNANTE-MDP JOE: S&P Alters Outlook to Negative & Affirms B- CCR
TRIPLE POINT: Bank Debt Trades at 10% Off
VANTAGE CORP: Taps Geiger Law as New Legal Counsel
WEINSTEIN CO: Judge Lifts Stay on Sexual Harassment Cases
WESLEY HILLYARD: $51K Sale of Royalty Interests to Bankston Okayed
WESLEY HILLYARD: Proposed Private Sale of Farm Equipment Approved
WILLBROS GROUP: Cancels Offerings Under Registration Statements
WYNDHAM DESTINATION: Fitch Assigns BB- Final Issuer Default Rating
YAHWEH CENTER: Court Allows Construction of AP Deadline
ZAHMEL RESTAURANT: Voluntary Chapter 11 Case Summary
[*] Longford Latest Sponsor of 25th Annual DI Conference on Nov. 26
[^] Recent Small-Dollar & Individual Chapter 11 Filings
*********
11536 CHURCH STREET: Chicago Property Up for Sale June 13
---------------------------------------------------------
Lender DHM Industries will sell to the highest qualified bidder in
public on Wednesday, June 13, 2018; at 10:00 am (Mountain) at the
courthouse front steps of the Third District Court, 450 S. State
Street, Salt Lake City, Utah, all rights, titles and interests in
and to the limited liability company membership interests in, 11536
Church Street Industries, LLC, held by debtor and all proceeds
therefrom.
The opening bid is $123,904. The Winning bidder must pay
non-refundable deposit of $5,000 in the form of certified funds
(bank cashiers check/money order), payable to DHM Industries, with
remainder of sale proceeds paid by electronic funds transfer (EFT)
or wire on or before Thursday June 14, 2018 at 2:00 pm (Mountain).
11536 Church Street Industries, LLC owns the real property located
at 11536 S Church Street, Chicago, Illinois, 60101-3268 subject to
a deed of trust or mortgage in favor of the Lender.
Interested parties may request information by calling Todd Karl
Jenson at (801) 433-7330.
2016 SALDANA FAMILY: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: 2016 Saldana Family Trust, Dated 7/29/2016
1413 Spring Street
Saint Helena, CA 94574
Type of Debtor: Trust
Chapter 11 Petition Date: June 5, 2018
Case No.: 18-10393
Court: United States Bankruptcy Court
Northern District of California (Santa Rosa)
Judge: Hon. Charles Novack
Debtor's Counsel: Mark W. Lapham, Esq.
LAW OFFICES OF MARK W. LAPHAM
751 Diablo Rd.
Danville, CA 94526
Tel: (925)837-9007
E-mail: marklapham@sbcglobal.net
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $500,000 to $1 million
The petition was signed by Jose G. Saldana, Jr., trustee.
The Debtor stated it has no unsecured creditors.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/canb18-10393.pdf
215 SULLIVAN: Taps Morrison Tenenbaum as Legal Counsel
------------------------------------------------------
215 Sullivan St. LLC received approval from the U.S. Bankruptcy
Court for the Southern District of New York to hire Morrison
Tenenbaum PLLC as its legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; negotiate with creditors; assist in the
preparation of a plan of reorganization; and provide other legal
services related to its Chapter 11 case.
The firm's hourly rates range from $425 to $525 for partners.
Associates and paraprofessionals charge $380 per hour and $175 per
hour, respectively.
Morrison received $25,000 as an initial retainer fee, plus the
filing fee of $1,717.
Lawrence Morrison, Esq., a partner at Morrison, disclosed in a
court filing that his firm is a "disinterested person" as defined
in section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Lawrence Morrison, Esq.
Morrison Tenenbaum PLLC
87 Walker Street Floor 2
New York, NY 10013
Tel: 212-620-0938
Fax: (646) 390-5095
Email: lmorrison@m-t-law.com
Email: info@m-t-law.com
About 215 Sullivan St
215 Sullivan St, LLC, owns a real property located at 209-219
Sullivan Street, Unit TH-A, New York, New York. The property is a
condominium apartment consisting of approximately 7,400 square feet
of interior space and 2,000 square feet of exterior space. The
company listed its business as a single asset real estate (as
defined in 11 U.S.C. Section 101(51B)).
215 Sullivan St sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 18-11255) on April 30,
2018. In the petition signed by Manny Bello, managing member, the
Debtor estimated assets of $10 million to $50 million and
liabilities of $10 million to $50 million.
Judge Martin Glenn presides over the case.
2950 W. GOLF: Files Chapter 11 Plan of Liquidation
--------------------------------------------------
2950 W. Golf, LLC, filed a Chapter 11 plan of liquidation and
accompanying disclosure statement providing that payments to all
creditors will be funded from cash on hand and the proceeds from
the liquidation of the Debtor's assets.
Class 6 - The unsecured claims of Club Meadows Realty LLC, d/b/a
The Meadows Club, to the extent allowed under Section 502 of the
Bankruptcy Code, is impaired. This claim totals $391,014.14.
Class 6 Claim will be treated as a credit against rents which come
due after the Effective Date. In the event that the tenancy of TMC
pursuant to a lease, as may be amended from time to time, will
terminate prior to the full application of this claim to
post-assumption rents, then the balance owed on this claim will be
immediately due and payable. Notwithstanding, Claim 6 will be
extinguished pursuant to applicable non-bankruptcy laws upon the
transfer of the Property to TMC pursuant to Section 8.02 of the
Plan.
Class 7 - All other unsecured claims to the extent allowed under
Section 502 is impaired. Class 7 claims as scheduled total
$275,000.00. Class 7 claims will receive 100% of their allowed
claims, without penalties, accruing interest from the Effective
Date at the WSJ Prime Rate. These claims may be paid on one or
more installments at the discretion of the Liquidating Debtor as
funds may become available, provided that payment in full will
occur on or within 36 months following the Effective Date.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/ilnb17-36643-80.pdf
About 2950 W. Golf
2950 W. Golf, LLC, is a privately held company based in Rolling
Meadows, Illinois. The Company is the record owner of the real
property commonly known as 2950 West Golf Road, Units 1, 2 and 3,
Rolling Meadows, Illinois ("Convention Center") -- a 144,000 square
foot multi-function entertainment facility.
2950 W. Golf filed a Chapter 11 petition (Bankr. N.D. Ill. Case No.
17-36643) on Dec. 11, 2017. In the petition signed by Madan
Kulkarni, manager, the Debtor estimated both assets and liabilities
at $1 million to $10 million. The case is assigned to Judge Jack
B. Schmetterer. Jonathan D. Golding, Esq., at the Golding Law
Offices, P.C., is the Debtor's counsel.
444 EAST 13: Taps Sonnenschein Sherman as Special Counsel
---------------------------------------------------------
444 East 13 LLC seeks approval from the U.S. Bankruptcy Court for
the Southern District of New York to hire Sonnenschein, Sherman &
Deutsch as special counsel.
The firm will handle the Debtor's real estate tax assessment for
the tax year 2018 to 2019.
Sonnenschein will receive a fee equal to 20% of any real estate tax
savings, (calculated by multiplying the applicable tax rate by the
reduction in the actual assessment), plus disbursements.
Martin Friedman, Esq., a partner at Sonnenschein, disclosed in a
court filing that the firm and its partners, counsel and associates
are "disinterested persons" as defined in section 101(14) of the
Bankruptcy Code.
Sonnenschein can be reached through:
Martin J. Friedman, Esq.
Sonnenschein, Sherman & Deutsch
7 Penn Plaza, Suite 900
New York, New York 10001-3967
Phone: (212) 245-6754
About 444 East 13
444 East 13 LLC owns and operates a residential apartment building
located at 444 East 13th Street in the east village neighborhood of
Manhattan, New York. The property is valued at $11 million.
E. 9th St. Holdings owns and operates a residential apartment
building located at 332 East 9th Street in the east village
neighborhood of Manhattan, New York, valued at $8.82 million.
Meanwhile, E. 10th St. Holdings owns and operates a residential
apartment building located at 251 East 10th Street in the east
village neighborhood of Manhattan, New York, which is valued at
$7.5 million.
The properties are encumbered by mortgages to 444 Lender LLC and E.
Village Lender LLC (assigned to Metropolitan Commercial Bank).
E. 9th St. Holdings, E. 10th St. Holdings and 444 East sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y.
Case Nos. 17-23141 to 17-23143) on July 21, 2017. David
Goldwasser, authorized signatory of GC Realty Advisors LLC, manager
signed the petitions.
At the time of the filing, E. 9th St. Holdings disclosed $8,850,000
in total assets and $6,020,000 in total liabilities. E. 10th St.
Holdings listed $7,590,000 in total assets and $3,980,000 in total
liabilities. 444 East 13 LLC disclosed $11,030,000 in total assets
and $8,980,000 in total debt.
Judge Robert D. Drain presides over the cases.
Robinson Brog Leinwand Greene Genovese & Gluck, P.C., is the
bankruptcy counsel.
The bankruptcy cases filed by the Debtors' affiliates that are
still pending:
Petition
Debtor Court Case No. Date
------------------- ----- -------- ---------
AC I Manahawkin LLC S.D.N.Y. 14-22793 6/04/14
AC I Toms River LLC S.D.N.Y. 16-22023 1/08/16
BCH Capital LLC S.D.N.Y. 17-22384 3/15/17
Cypress Way LLC S.D.N.Y. 17-22383 3/15/17
East Village Properties
LLC, et al. S.D.N.Y. 17-22453 3/28/17
Romad Realty Inc. S.D.N.Y. 15-20007 9/28/15
West 41 Property LLC S.D.N.Y. 16-22393 3/25/16
On Nov. 17, 2017, E. 9th St. filed its proposed Chapter 11 plan of
liquidation and disclosure statement.
5TH & OLNEY: Taps Woo Kyun Chang as Accountant
----------------------------------------------
5th & Olney Inc. seeks approval from the U.S. Bankruptcy Court for
the Eastern District of Pennsylvania to hire Woo Kyun Chang & Co.
as its accountant.
The firm will assist the Debtor in the preparation of tax returns
and monthly reports. Woo Kyun will charge these hourly rates for
its services:
Owner $100 - $150
Other professionals $80 - $120
Clerical $40 - $50
Woo Kyun Chang, owner of the firm, disclosed in a court filing that
the firm is a "disinterested person" as defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
Woo Kyun Chang
Woo Kyun Chang & Co.
753 Cheltenham Avenue, Suite B
Melrose Park, PA 19027
Phone: (215) 635-6463
About 5th & Olney Inc.
5th & Olney Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Pa. Case No. 17-18408) on Dec. 14,
2017. At the time of the filing, the Debtor estimated assets and
liabilities of less than $500,000. Judge Magdeline D. Coleman
presides over the case. Bielli & Klauder, LLC, is the Debtor's
legal counsel.
919 PROSPECT AVE: Trustee Gets Additional $848K for Property Repai
------------------------------------------------------------------
919 Prospect Ave LLC and an Gazes, the Operating Trustee, filed a
joint plan of reorganization and accompanying disclosure statement
proposing to pay holders of general unsecured creditors in full.
Holders of Class 3 (General Unsecured Claims) will be paid in full
or as agreed by the separate Stipulation with NYCHPD, or by any
order allowing their Claims. Claims not subject to stipulated
amounts will be paid with interest at the Federal Judgment Rate in
effect on the date of the Confirmation Order. The Plan proponents
will be filing for a Bar Date Order contemporaneously with the
filing of this Plan.
Several tenants at the Debtor's Real Property have raised the
possibility that they may have personal injury claims including
claims that minor children have tested positive for lead poisoning
and allege that the Debtor may have liability in that regard.
Confirmation of the Plan will not act as a bar to the assertion of
these claims at a later point in time, and those potential
claimants will retain all of their rights to commence any action in
a court of competent jurisdiction. Nothing in the Plan will be
deemed to limit any of the Debtor's or it affiliate's rights to
raise any and all defenses they may have in said actions, other
than those actions barred by the Confirmation of this Plan.
The Operating Trustee and the Debtor will effectuate the terms of
the Plan through several events: (a) The Operating Trustee and
White Oak have entered into a revised loan agreement that provides
the Operating Trustee with another $848,000.00, which is the amount
agreed to and budgeted for the completion of the repairs needed to
lines "C," "F" and "G" per the scopes provided to the Debtor; (b)
The Debtor is obligated under the Stipulation with NYCHPD to
complete certain repairs in order to be released from the
Alternative Enforcement Program; and (c) White Oak will provide
under the revised loan agreement additional lending of up to
$250,000.00 for additional work upon the agreement of the Operating
Trustee and the Lender.
Those funds, as well as the funds being held in reserve1 by the
Operating Trustee for fees/expenses of Gazes LLC as counsel to the
Trustee, Trustee commissions, and fees/expenses of Trustee’s
accountants, CBIZ, MYC, and any cash from operations, will be used
towards the funds required for Confirmation. In addition, the
Debtor will infuse any additional funds needed for payments to
Class 3 creditors and any unpaid Allowed Administration Claims
including the administrative expenses defined in the Note as
Chapter 11 Administrative Claims.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/nysb16-13569-108.pdf
About 919 Prospect
919 Prospect Ave LLC filed a Chapter 11 bankruptcy petition (Bankr.
S.D.N.Y. Case No. 16-13569) on Dec. 22, 2016, disclosing total
assets of $5 million and total liabilities of $2.40 million. The
petition was signed by Seth Miller, managing member of Debtor and
the trustee of White Oak Profit Sharing Plan, which is also a
member of the Debtor.
The Hon. Shelley C. Chapman is the case judge.
Rosen, Kantrow & Dillon, PLLC, served as the Debtors bankruptcy
counsel.
Ian J. Gazes was later appointed as Chapter 11 trustee. The
Trustee hired Gazes LLC as his bankruptcy counsel; MYC &
Associates, Inc., as property manager; and CBIZ Accounting, Tax and
Advisory of New York, LLC, as financial advisor.
ACRISURE LLC: Moody's Affirms B3 CFR Amid New $400MM Loan Issuance
------------------------------------------------------------------
Moody's Investors Service has affirmed the B3 corporate family
rating and B3-PD probability of default rating of Acrisure, LLC
(Acrisure) following the company's announcement of plans to issue a
new $400 million senior secured term loan. The company will use
proceeds of the loan to help fund acquisitions and pay related fees
and expenses. Moody's also affirmed the B2 ratings on Acrisure's
existing senior secured credit facilities and the Caa2 rating on
its senior unsecured notes. The rating outlook remains negative.
RATINGS RATIONALE
Acrisure's ratings reflect its growing market presence in US
insurance brokerage, its good mix of business across property &
casualty insurance and employee benefits, its healthy EBITDA
margins and its well developed acquisition strategy, according to
Moody's. Acrisure maintains the existing brands of its acquired
entities and allows them to operate fairly autonomously, while
centralizing accounting, compliance and other business tracking
systems. Acrisure aligns the interests of its acquired entities by
including substantial equity in its purchase consideration, such
that Acrisure Management and Agency Partners now own more than 80%
of the firm's equity.
Offsetting these strengths are the company's large number and
dollar volume of acquisitions, its steadily rising debt burden and
its persistently high financial leverage. The rapid acquisition
pace heightens the management challenges of integrating critical
systems, and limiting the firm's exposure to errors and omissions
in its delivery of products and services. Moreover, the company has
large contingent earnout liabilities, which it typically funds
through a combination of free cash flow and incremental
borrowings.
Acrisure completed over 240 acquisitions from the start of 2015
through March 2018, noted Moody's. The company's reported revenue
more than doubled in 2015, nearly doubled in 2016, grew by almost
60% in 2017, and is growing briskly in 2018. To help fund these
acquisitions, Acrisure has increased its debt and equivalents
(including Moody's adjustments for operating leases and the cash
portion of contingent earnout liabilities) from $388 million at
year-end 2014 to $1.0 billion at year-end 2015, $1.6 at year-end
2016 and $3.2 billion at year-end 2017, with another increase
pending. The high volume of deals and rapid increase in debt give
Acrisure little capacity to withstand disruptions in its existing
or acquired operations.
Acrisure's pro forma debt-to-EBITDA ratio will be around 7.5x per
Moody's estimates, after giving effect to the proposed incremental
borrowing along with run-rate EBITDA from acquisitions funded by
the borrowing. Pro forma (EBITDA - capex) interest coverage will be
around 2x, and the free-cash-flow-to-debt ratio will be in the
low-to-mid-single digits. Moody's expects that free cash flow after
contingent earnout payments will be modestly negative.
Given the negative rating outlook, an upgrade of Acrisure's ratings
is unlikely in the near future. Factors that could lead to a stable
outlook include: (i) debt-to-EBITDA ratio below 7.5x, (ii) (EBITDA
- capex) coverage of interest consistently above 1.8x, (iii)
free-cash-flow-to-debt ratio remaining above 2% and positive free
cash flow after payment of contingent earnouts and scheduled debt
amortization, and (iv) a flattening or slowdown in the pace of
acquisitions.
Factors that could lead to a rating downgrade include: (i)
debt-to-EBITDA ratio above 7.5x, (ii) (EBITDA - capex) coverage of
interest below 1.2x, (iii) free-cash-flow-to-debt ratio below 2%,
or (iv) significant disruptions to existing or newly acquired
operations.
Moody's has assigned the following rating (and loss given default
(LGD) assessment) to Acrisure, LLC:
$400 million senior secured term loan maturing in November 2023 at
B2 (LGD3).
Moody's has affirmed the following ratings (and (LGD) assessments)
of Acrisure, LLC:
Corporate family rating at B3;
Probability of default rating at B3-PD;
$235 million senior secured revolving credit facility (undrawn at
March 31, 2018) maturing in November 2021 at B2 (LGD3);
$2.0 billion senior secured term loan maturing in November 2023 at
B2 (LGD3);
$925 million senior unsecured notes maturing in November 2025 at
Caa2 (LGD5).
The rating outlook for Acrisure remains negative.
The principal methodology used in these ratings was Insurance
Brokers and Service Companies published in September 2017.
Based in Grand Rapids, Michigan, Acrisure distributes a range of
property & casualty insurance, employee benefits and related
products to small and mid-sized US businesses through offices in
more than half the states, mainly in the Midwest, Northeast, South
and West. The company generated revenue of $963 million for the 12
months through March 2018.
ADLER GROUP: Unsecured Creditors to Recoup 1.89% Under Plan
-----------------------------------------------------------
Adler Group, Inc., filed a plan of reorganization and accompanying
disclosure statement proposing to distribute $15,000 or 1.89% of
the allowed claims of holders of allowed general unsecured claims,
classified in Class 3.
Oriental Bank's secured claims resulting from a Commercial Loan
executed on March 24, 2015 by and between Oriental and Debtor are
also impaired and will be paid $5,000 over a 60-month period as
adequate protection payment while the Debtor's property recovers
from the damages suffered from hurricane Maria and a settlement is
reached between the parties.
Payments and distributions under the Plan will be funded from the
cash resulting from the Debtor's Operations.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/prb17-02727-132.pdf
About Adler Group Inc.
Adler Group Inc. owns the Caguas Military property located at Carr
189 km 3.1 (interior) Rincon Ward, Gurabo Puerto Rico, which is
valued at $3 million. It holds inventory and equipment worth
$513,870. For 2015, the Company posted gross revenue of $1.61
million 2015 and gross revenue of $1.91 million for 2014.
Adler Group sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D.P.R. Case No. 17-02727) on April 20, 2017. In the
petition signed by Jose Torres Gonzalez, authorized representative,
the Debtor disclosed $3.52 million in assets and $4.43 million in
liabilities.
The case is assigned to Judge Mildred Caban Flores.
The Debtor hired MRO Attorneys at Law, LLC, as bankruptcy counsel.
ADVANCED UNDERGROUND: Taps Strobl & Sharp as Legal Counsel
----------------------------------------------------------
Advanced Underground Inspection, LLC, received approval from the
U.S. Bankruptcy Court for the Eastern District of Michigan to hire
Strobl & Sharp, PC, as its legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; negotiate with creditors; represent the Debtor in
any potential sale of its assets or post-petition financing;
prepare a plan of reorganization; and provide other legal services
related to its Chapter 11 case.
Strobl & Sharp previously received $17,283, plus $1,717 for the
filing fees. The Debtor has agreed to deposit $12,000 into the
firm's account on a monthly basis to ensure sufficient funds will
be available.
Lynn Brimer, Esq., a shareholder of Strobl & Sharp, disclosed in a
court filing that the firm is a "disinterested person" as defined
in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Lynn M. Brimer, Esq.
Pamela S. Ritter, Esq.
Strobl & Sharp, PC
300 East Long Lake Road, Suite 200
Bloomfield Hills, MI 48304
Tel: (248) 540-2300
Fax: (248) 645-2690
Email: lbrimer@stroblpc.com
Email: pritter@stroblpc.com
About Advanced Underground Inspection
Established in 2001, Advanced Underground Inspection, LLC --
http://www.auinspection.com/-- provides underground storm and
sanitary line video inspections services to include sewer cleaning,
catch basin and manhole cleaning, grouting, air testing, pipe and
manhole rehabilitation, and site restoration. Additionally,
Advanced Underground Inspection, LLC provides ancillary services
related to storm/sewer systems for pump stations and waste water
treatment plants including: sludge removal, waterblasting, disposal
services and hydro-excavating. The Company is headquartered in
Westland, Michigan.
Advanced Underground Inspection filed a Chapter 11 petition (Bankr.
E.D. Mich. Case No. 18-46416) on May 1, 2018. In the petition
signed by Jeana Garcia Moir, president, the Debtor disclosed
$860,087 in total assets and $2.55 million in total liabilities.
The case is assigned to Judge Thomas J. Tucker. The Debtor is
represented by Lynn M. Brimer, Esq. at Strobl & Sharp, PC.
ALLEGIANT TRAVEL: S&P Assigns 'BB-' CCR & Issue-Level Debt Ratings
------------------------------------------------------------------
S&P Global Ratings affirmed its 'BB-' corporate credit rating on
Las Vegas-based Allegiant Travel Co. S&P said, "At the same time,
we revised our recovery estimate on the company's senior unsecured
notes to '3' (rounded estimate: 65%) from '4' (rounded estimate:
45%). We have also affirmed our 'BB-' rating on the company's
unsecured notes. The outlook remains stable."
Allegiant is a low-cost, low fare airline that primarily serves
leisure travelers with flights from small and midsize cities to
leisure destinations. Notably, the company is continuing to renew
its fleet in 2018, retiring less cost-efficient MD-80 series
aircraft with A320 family aircraft. The company expects to have
fully transitioned its fleet to A319 and A320 aircraft by the end
of 2018. Allegiant generates about 40% of revenue from ancillary
sources (fees for checked bags, assigned seats, on-board sales,
etc.) that have minimal related costs and generate high margins.
This percentage is among the highest of the U.S. airlines. S&P
expects Allegiant to continue to generate strong earnings through
2019, albeit at weaker levels than 2017, as the benefits from
operating more cost efficient aircraft are offset by higher labor
and rising fuel costs.
The stable outlook on Allegiant reflects S&P Global Ratings'
expectation for the company to continue to generate strong earnings
through 2019, despite higher labor and fuel costs. S&P said,
"However, we expect the company's credit metrics will weaken
somewhat due to higher costs and increased debt levels as the
company renews its fleet and invests in the Sunseeker resort
project. We expect Allegiant to have an FFO-to-debt ratio in the
mid-20% area and a debt-to-EBITDA ratio in the low-3x over this
period."
S&P said, "We could lower our ratings on Allegiant over the next
year if increased competition leads to pressure on fares, the
company experiences higher than expected fuel costs, or unexpected
difficulties with the Sunseeker resort project cause its
FFO-to-debt ratio to decline below 20% on a sustained basis.
"Although unlikely over the next year, we could raise our ratings
on Allegiant if its earnings and cash flow improve because of
lower-than-expected fuel prices and/or higher-than-expected demand
and pricing, causing its FFO-to-debt ratio to rise above 35% and
its FOCF-to-debt ratio to rise above 10% on a sustained basis."
AMG INT'L: Proposed Auction Sale of Inventory/Equipment Approved
----------------------------------------------------------------
Judge John K. Sherwood of the U.S. Bankruptcy Court for the
District of New Jersey authorized AMG International, Inc.'s auction
procedures in connection with the sale of inventory and material
handling equipment, including racks, located at 71 Walsh Drive,
Parsippany, New Jersey in online and/or live auctions.
A hearing on the Motion was held on May 15, 2018.
The Auction Procedures are:
a. An online auction of the Inventory will be conducted;
b. Online and live (on site) auctions of the Equipment will be
conducted;
c. The live auction of the Equipment will occur approximately
two weeks following commencement of the online auction;
d. A.J. Willner will prepare appropriate marketing materials;
e. A.J. Willner will include the sales as featured auction
listings on its website;
f. The auctions will be advertised in The Star Ledger;
g. Notice of the auctions will be provided in a bulk mailing;
h. The auctions will be advertised on the internet and an
online auction will be conducted;
i. Bulk e-mail blasts will be sent;
j. A.J. Willner will physically arrange items for the live
auction;
k. A.J. Willner will conduct all bidder registration, provide
roving security, bookkeeping, collections, and internet bidding;
l. A.J. Willner will supervise the removal of all purchased
assets.
m. A.J. Willner will collect any and all sales tax;
n. A.J. Willner will collect a 10% commission on gross sale
proceeds, and will cover all costs associated with marketing and
on-site labor;
o. A.J. Willner will collect a 10% buyer premium from live
bidders and a 15% buyer premium from online bidders; and
p. A.J. Willner will provide a final accounting.
Any sales of Inventory and/or Equipment conducted in accordance
with the Order are: (a) approved and otherwise authorized free and
clear of claims, liens, interests and encumbrances, with all such
liens to attach to the proceeds of sale(s); and (b) on an "as is,
where is" basis without any representations or warranties.
The automatic stay in effect pursuant to 11 U.S.C. Section 362(a)
is modified to permit and authorize the Debtor and A.J. Willner
Auctions and their duly authorized representatives to take any and
all actions reasonably necessary to implement the Order, the
Auction Procedures and to conduct the proposed sales of Inventory
and Equipment.
The automatic stay of the Order is waived pursuant to the authority
of Fed.R.Bankr.P. 6004(h) and, therefore, the Order is effective
immediately upon entry.
About AMG International
AMG International, Inc., d/b/a Freeman-CMA and d/b/a Freeman
Products Worldwide -- http://www.freeman-cma.com/-- is a designer,
manufacturer, marketer and distributor of award and recognition
products including trophy components, plastic and metal figures,
resin awards, plastic and metal engraving stock, ribbons and
medals, plaques, clocks, pen sets and executive gift items. The
Company distributes one of the largest product lines in the awards
and recognition industry throughout both the United States and
Canada, as well as internationally.
AMG International filed a Chapter 11 petition (Bankr. D.N.J. Case
No. 17-25816) on Aug. 3, 2017. In the petition signed by
Jean-Francois Lefebvre, its president, the Debtor estimated $1
million to $10 million in assets and $1 million to $10 million in
liabilities.
Judge Hon. John K. Sherwood is the case judge.
Gibbons, PC, and SEESE, P.A., serve as counsel to the Debtor.
The Official Committee of Unsecured Creditors formed in the case
retained Jeffrey A. Cooper, Esq., at Rabinowitz, Lubetkin & Tully,
LLC, as its counsel.
AMG INTERNATIONAL: $20K Sale of Equipment to Wheeler Approved
-------------------------------------------------------------
Judge John K. Sherwood of the U.S. Bankruptcy Court for the
District of New Jersey authorized AMG International, Inc. to sell
the equipment located at10637 Hathaway Drive, Santa Fe Springs,
California to Wheeler Machinery, Inc., for $20,000.
A hearing on the Motion was held on May 15, 2018.
The sale is free and clear of any and all claims, liens interests
and encumbrances; and on an "as is, where is" basis without any
representations or warranties.
The automatic stay in effect pursuant to 11 U.S.C. Section 362(a)
is modified to permit the Debtor and Buyer to take any actions
reasonably necessary to implementing the sale and purchase of the
Racks.
The automatic stay of the Order is waived pursuant to the authority
of Fed.R.Bankr.P. 6004(h) and, therefore, the Order is effective
immediately upon entry.
About AMG International
AMG International, Inc., d/b/a Freeman-CMA and d/b/a Freeman
Products Worldwide -- http://www.freeman-cma.com/-- is a designer,
manufacturer, marketer and distributor of award and recognition
products including trophy components, plastic and metal figures,
resin awards, plastic and metal engraving stock, ribbons and
medals, plaques, clocks, pen sets and executive gift items. The
Company distributes one of the largest product lines in the awards
and recognition industry throughout both the United States and
Canada, as well as internationally.
AMG International filed a Chapter 11 petition (Bankr. D.N.J. Case
No. 17-25816) on Aug. 3, 2017. In the petition signed by
Jean-Francois Lefebvre, its president, the Debtor estimated $1
million to $10 million in assets and $1 million to $10 million in
liabilities.
Judge Hon. John K. Sherwood is the case judge.
Gibbons, PC, and SEESE, P.A., serve as counsel to the Debtor.
The Official Committee of Unsecured Creditors formed in the case
retained Jeffrey A. Cooper, Esq., at Rabinowitz, Lubetkin & Tully,
LLC, as its counsel.
AMG INTERNATIONAL: $8K Sale of Warehouse Racking System Approved
----------------------------------------------------------------
Judge John K. Sherwood of the U.S. Bankruptcy Court for the
District of New Jersey authorized AMG International, Inc., to sell
a warehouse racking system located at 10637 Hathaway Drive, Santa
Fe Springs, California, to Headzup Material Handling for $8,000.
A hearing on the Motion was held on May 15, 2018.
The sale is free and clear of any and all claims, liens interests
and encumbrances; and on an "as is, where is" basis without any
representations or warranties.
The automatic stay in effect pursuant to 11 U.S.C. Sec. 362(a) is
modified to permit the Debtor and Buyer to take any actions
reasonably necessary to implementing the sale and purchase of the
Racks.
The automatic stay of the Order is waived pursuant to the authority
of Fed.R.Bankr.P. 6004(h) and, therefore, the Order is effective
immediately upon entry.
About AMG International
AMG International, Inc., d/b/a Freeman-CMA and d/b/a Freeman
Products Worldwide -- http://www.freeman-cma.com/-- is a designer,
manufacturer, marketer and distributor of award and recognition
products including trophy components, plastic and metal figures,
resin awards, plastic and metal engraving stock, ribbons and
medals, plaques, clocks, pen sets and executive gift items. The
Company distributes one of the largest product lines in the awards
and recognition industry throughout both the United States and
Canada, as well as internationally.
AMG International filed a Chapter 11 petition (Bankr. D.N.J. Case
No. 17-25816) on Aug. 3, 2017. In the petition signed by
Jean-Francois Lefebvre, its president, the Debtor estimated $1
million to $10 million in assets and $1 million to $10 million in
liabilities.
Judge Hon. John K. Sherwood is the case judge.
Gibbons, PC, and SEESE, P.A., serve as counsel to the Debtor.
The Official Committee of Unsecured Creditors formed in the case
retained Jeffrey A. Cooper, Esq., at Rabinowitz, Lubetkin & Tully,
LLC, as its counsel.
ANCHOR GLASS: Bank Debt Trades at 6% Off
----------------------------------------
Participations in a syndicated loan under which Anchor Glass
Container Corporation is a borrower traded in the secondary market
at 93.54 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 0.69 percentage points from
the previous week. Anchor Glass pays 275 basis points above LIBOR
to borrow under the $646 million facility. The bank loan matures on
December 21, 2023. Moody's rates the loan 'B1' 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.
ANDREW ECONOMAKIS: GBP Buying Frederick Property for $590K
----------------------------------------------------------
Andrew Economakis asks the U.S. Bankruptcy Court for the District
of Maryland to authorize the sale of the commercial property
located at 5940 Frederick Crossing Lane, Unit 4 Upper and Lower
Level, Frederick, Maryland to GBP Commercial, LLC, for $590,000.
The Debtor, is the majority owner of Shnark Property Management,
LLC, which is the owner of the Property. Shnark Property is a
single real estate LLC, and serves no other purpose other than
owning the Property. In addition to owning Shnark Property, he
owns a residential real property at 11301 South Glen Road, Potomac,
Maryland. The lender on the residential property is Lafayette
Federal Credit Union.
The Lender had instituted foreclosure proceedings against the South
Glen property back in 2016, and pursuant to discussions between the
Debtor and the Lender, the Lender provided and the Debtor executed
a Residential Loan Temporary Forbearance Agreement. Pursuant to
the Forbearance Agreement, the Debtor, as the managing member of
Shnark assigned his rights to payment of proceeds from the sale of
the Frederick Property. The Lender is entitled to all settlement
proceeds from any sale of the Property, after payment of settlement
costs and/or liens on the property.
Prior to the filing of the bankruptcy, the Debtor, on behalf of
Shnark Property, on March 26, 2018, entered into a Non-Residential
Condominium Purchase Agreement with the Buyer. The purchase price
pursuant to the contract is for $590,000, free and clear of all
liens, claims, encumbrances and interests.
The settlement is scheduled to take place on May 21, 2018 at
Excalibur Title & Escrow Co., 8 East Second Street, Suite 202,
Frederick, MD 21701. As a result of the bankruptcy, that
settlement will need to be delayed in order to allow for the
hearing of the instant motion.
Pursuant to the HUD-1 for the sale of the Property, the Lender is
to receive total settlement proceeds of $152,474. Despite the
impending settlement and the knowledge that they would receive over
$150,000 (which is far in excess of the arrearages on the loan),
the Lender scheduled a foreclosure of the Debtor's residential
property for May 16, 2018. As a result, the Debtor had no choice
but to file the instant bankruptcy to protect his interest in the
residential property.
The Debtor believes that the sale of the Real Property is in the
best interests of the Creditors and the Debtor, as it will resolve
the issues of the arrears on the Debtors residential property in
full.
A copy of the Contract attached to the Motion is available for free
at:
http://bankrupt.com/misc/Andrew_Economakis_14_Sales.pdf
The Purchaser:
GBP COMMERCIAL, LLC
c/o Gina Goodfellow
5301 Buckeyestown Pike
Suite 425
Frederick, MD 21703
The Purchaser is represented by:
Robert J. Kresslein, Esq.
OFFIT KURMAN
50 Carroll Creek Way
Suite 340
Frederick, MD 21701
Facsimile: (240) 772-5135
The Creditor:
LAFAYETTE FCU
3535 University Boulevard
Kensington, MD 20895
Counsel for the Debtor:
Justin M. Reiner, Esq.
AXELSON, WILLIAMOWSKY,
BENDER & FISHMAN, P.C.
1401 Rockville Pike
Suite 650
Rockville, MD 20852
Telephone: (301) 738-7679
Facsimile: (301) 424-0124
Andrew Economakis sought Chapter 11 protection (Bankr. D. Md. Case
No. 18-16585) on May 15, 2018. The Debtor tapped Justin M. Reiner,
Esq., at Axelson, Williamowsky, Bender & Fishman, as counsel.
ANITA LAL: Manassas Property/LLC Interest Sale Denied w/o Prejudice
-------------------------------------------------------------------
Judge Brian F. Kenney of the U.S. Bankruptcy Court for the Eastern
District of Virginia denied without prejudice Anita Lal's sale of
her 50% interest in a lease for the commercial premises located at
14843 Dumfries Road, Manassas, Virginia and her 50% membership
interest in 234 Auto & Truck Salvage Yard, LLC to a valid third
party or parties making a highest bid for the proposed assets as
selected by the Debtor.
On Sept. 14, 2014, the Debtor and Ahmad entered into the Lease.
Around the time of the Lease, the Debtor and Ahmad formed the 234
Auto. They are the sole members of the LLC, where each of them
holds a 50% membership interest. The business of the LLC is to
purchase used and inoperable motor vehicles, to sell them for
parts, and after a vehicle's value for parts has been depleted, to
sell the remainder of such vehicle for scrap. It conducts its
business as a sub-tenant of the Debtor and Ahmad under a parol
lease.
Anita Lal sought Chapter 11 protection (Bankr. E.D. Va. Case No.
17-12444) on July 14, 2017. The Debtor tapped John P. Forest, II,
Esq., at StahlZelloe, P.C., as counsel.
APPVION INC: Files Joint Combined Chapter 11 Plan of Liquidation
----------------------------------------------------------------
Appvion, Inc. together with Paperweight Development Corp., PDC
Capital Corp., Appvion Receivables Funding I LLC and APVN Holdings
LLC filed with the US Bankruptcy Court for the District of Delaware
a Joint Combined Disclosure Statement Plan of Liquidation dated May
23, 2018, to create a Liquidating Trust under the terms of the
Combined Plan and Disclosure Statement and the Liquidating Trust
Agreement.
As previously reported by The Troubled Company Reporter, the Court,
in May, approved the sale of substantially all of the Company's
assets to a group of its lenders led by Franklin Advisers, Inc.
(the "Purchaser"). The sale was expected to be completed by the
end of May.
The Purchaser submitted the previously announced stalking horse bid
on February 8, 2018. Under the terms of the executed asset
purchase agreement filed with the Bankruptcy Court, the total
consideration is approximately $340 million plus the assumption of
substantial liabilities, including many of the Company's
contractual obligations. The transaction will substantially reduce
Appvion's debt from approximately $585 million to less than $175
million and provide additional liquidity to fund the Company's
operations.
The Liquidation Plan is premised upon the agreement among the
Purchaser, the Majority DIP Lender, the Debtors, the Official
Committee of Unsecured Creditors, and the Ad Hoc Group of Second
Lien Noteholders that (i) the Purchaser will have no greater than
$175 million of drawn debt as of the 363 Sale Effective Date, in a
manner consistent with the terms agreed to between the Purchaser
and the USW; (ii) the Purchaser will pay into an escrow account to
be held by the Debtors' counsel the Plan Contribution Payment and
the GUC Cash Pool, each of which will be transferred to the
Liquidating Trust upon the Effective Date; (iii) any and all
Litigation Claims will be transferred to the Liquidating Trust on
the Effective Date; (iv) the Liquidating Trust shall make
Distributions of (a) the GUC Cash Pool on a Pro Rata basis to
Holders of Allowed General Unsecured Claims in Class 5, and (b) the
Litigation Proceeds, if any, net of Liquidating Trust Operating
Expenses and repayments of the Plan Contribution Payment, on a Pro
Rata basis to the Holders of Allowed Second Lien Secured Note
Claims in Class 3 and Holders of Allowed General Unsecured Claims
in Class 5; (v) the Purchaser will issue and deliver the Warrants
to the Debtors upon the 363 Sale Effective Date for the benefit of
the Holders of Allowed Second Lien Secured Note Claims, and the
Debtors will distribute the Warrants under this Plan to Holders of
Allowed Second Lien Secured Note Claims pursuant to section 1145 of
the Bankruptcy Code; (vi) the parties will fully support the
Debtors' Plan, provided that the Plan is consistent with the
2L/Committee Settlement and otherwise reasonably acceptable to the
Purchaser, the Majority DIP Lender, the Creditors' Committee and
the Ad Hoc Group of Second Lien Noteholders; (vii) on or before the
363 Sale Effective Date, the Creditors' Committee will withdraw the
Standing Motion with prejudice and the Debtors and the Creditors'
Committee will release all claims related thereto; and (viii)
certain of the professional advisors of the Ad Hoc Group of Second
Lien Noteholders and the Creditors' Committee will be subject to
fee limitations.
A full-text copy of the Joint Combined Disclosure Statement is
available at:
http://bankrupt.com/misc/deb17-12082-792.pdf
About Appvion Inc.
Appvion, Inc. -- http://www.appvion.com/-- produces thermal,
carbonless, security, inkjet, digital specialty, and colored
papers. The Company is the largest manufacturer of direct thermal
paper in North America. Headquartered in Appleton, Wisconsin,
Appvion operates coating and converting plants there and in West
Carrollton, Ohio and a pulp and paper mill in Roaring Spring,
Pennsylvania. The Company employs approximately 1,400 people and
is 100% employee-owned.
Appvion, Inc., and five affiliated debtors each filed a voluntary
petition for relief under Chapter 11 of the Bankruptcy Code (Bankr.
D. Del. Lead Case No. 17-12082) on Oct. 1, 2017. The cases are
pending before the Honorable Kevin J. Carey.
Appvion Inc. disclosed total assets of $413,430,904 and total
liabilities of $714,758,194 as of Aug. 31, 2017.
DLA Piper is serving as legal counsel to Appvion, Guggenheim
Securities LLC is serving as the Company's investment banker, and
Alan Holtz of AlixPartners is serving as the Company's Chief
Restructuring Officer. Prime Clerk LLC is the claims and noticing
agent.
On Oct. 11, 2017, Andrew Vara, acting U.S. trustee for Region 3,
appointed an official committee of unsecured creditors. The
Committee retained Lowenstein Sandler LLP, as counsel, Klehr
Harrison Harvey Branzburg LLP, as Delaware co-counsel.
On Dec. 1, 2017, the court appointed Justin R. Alberto as the fee
examiner. He tapped Bayard, P.A., as legal counsel.
AQUAMARINA II: Case Summary & 4 Unsecured Creditors
---------------------------------------------------
Debtor: Aquamarina II, LLC
55 Hudson Avenue
Freeport, NY 11520
Business Description: Aquamarina II, LLC filed as a Single Asset
Real Estate (as defined in 11 U.S.C. Section
101(51B)). It previously sought protection
from creditors on Dec. 12, 2017 (Bankr.
E.D.N.Y. Case No. 17-77655).
Chapter 11 Petition Date: June 4, 2018
Case No.: 18-73825
Court: United States Bankruptcy Court
Eastern District of New York (Central Islip)
Judge: Hon. Robert E. Grossman
Debtor's Counsel: Salvatore LaMonica, Esq.
LAMONICA HERBST & MANISCALCO, LLP
3305 Jerusalem Ave
Wantagh, NY 11793
Tel: (516) 826-6500
Fax: (516) 826-0222
E-mail: sl@lhmlawfirm.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $100,000 to $500,000
The petition was signed by Paul Collins, manager/member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's four unsecured creditors is available for free
at:
http://bankrupt.com/misc/nyeb18-73825.pdf
ASPIRA OF FLORIDA: S&P Lowers Rating on 2016A/B Bonds to 'B'
------------------------------------------------------------
S&P Global Ratings lowered its long-term rating on Miami-Dade
County Industrial Development Authority's series 2016A industrial
development revenue bonds and 2016B taxable bonds, issued for
ASPIRA of Florida Inc. (ASPIRA), to 'B' from 'BB'. The outlook is
negative.
"We lowered the rating based on our view of a rapid deterioration
in ASPIRA's enterprise and financial credit characteristics, with
what we view as very weak management and governance, despite a
complete overhaul, continued poor academic performance at one of
its three charter schools that could result in revocation of
charter for that school, which has about 500 students, and the
threat of less than 1x debt service coverage in fiscal 2018
resulting from a weakened financial profile," said S&P Global
Ratings credit analyst Shivani Singh.
S&P said, "The negative outlook reflects our view of increased
credit risk associated with ASPIRA's significantly weakened
operations and negative lease-adjusted MADS coverage, which could
lead to an event of default and pursuit of remedies by investors,
combined with limited demand flexibility, which cannot withstand
any deterioration but is facing charter risk renewal from failure
to meet academic standards."
ATTIS INDUSTRIES: Negative Working Capital Cast Going Concern Doubt
-------------------------------------------------------------------
Attis Industries, Inc., filed its quarterly report on Form 10-Q,
disclosing a net loss of $3,327,457 on $788,218 of total revenue
for the three months ended March 31, 2018, compared with a net loss
of $3,022,690 on $nil of total revenue for the same period in 2017.
At March 31, 2018, the Company had total assets of $114.74 million,
total liabilities of $139.79 million, preferred series E stock of
$2.68 million, non-controlling interest of $3.46 million, and
-$27.73 million in total stockholders' equity.
The Company has experienced recurring operating losses in recent
years. Because of these losses, the Company had negative working
capital of approximately $19,000,000 at March 31, 2018, excluding
current assets and current liabilities held for sale. The
conditions raise substantial doubt about the Company's ability to
continue as a going concern. The Company believes that the working
capital deficit can be satisfied with additional capital raises,
cash on hand at March 31, 2018, the sale of the waste services
division, and the growth of our innovations and technology
division. There is no assurance the Company will be successful in
implementing its strategy.
On February 20, 2018, Attis Industries Inc. signed an agreement
with Warren Equity Partners ("WEP"), which closed on April 20,
2018, to sell the waste operations of the Company to WEP. As part
of this sale the Company will be able to eliminate a majority of
its debt, as well as the approximately $11,000,000 annual debt
service payments. The Company received $3,000,000 in cash as part
of the sale. The Company also have a revised credit agreement from
its primary lender with more favorable terms this will help to
execute its growth strategy without the encumbrances of the
substantial debt and recurring losses of the waste operations.
Post-close the Company will focus on growing its Innovations and
Technology divisions. In anticipation of the sale of the waste
division the Company purchased Verifi Labs in November of 2017.
Additionally, Attis Industries Inc. is in the process of setting up
a federal lab and also a commercial lab, both of which they expect
to be operational in May of 2018.
As of March 31, 2018 the Company had approximately $1,000,000 in
cash, in its continued operations, to cover its short term cash
requirements. The Company is still evaluating raising additional
capital through the public markets as well as looking for capital
partners to assist with operating activities and growth
strategies.
A copy of the Form 10-Q is available at:
https://is.gd/2WQPp5
About Attis Industries
Attis Industries, Inc., a technology company, focuses on biomass
innovation and healthcare technologies. The company operates in
two divisions, Technologies and Innovation. The company was
formerly known as Meridian Waste Solutions, Inc., and changed its
name to Attis Industries, Inc. in April 2018. Attis Industries,
Inc., was incorporated in 1993 and is headquartered in Milton,
Georgia.
AURORA REAL ESTATE: Case Summary & Unsecured Creditor
-----------------------------------------------------
Debtor: Aurora Real Estate and Property Investments, LLC
1319 S. State St., 2nd Floor
Chicago, IL 60605
Business Description: Aurora Real Estate and Property Investments,
LLC has 100% equity ownership in Aurora
Memory Care, LLC, a health care services
provider that operates assisted living
facilities for the elderly.
Chapter 11 Petition Date: June 4, 2018
Case No.: 18-16030
Court: United States Bankruptcy Court
Northern District of Illinois (Chicago)
Judge: Hon. Benjamin A. Goldgar
Debtor's Counsel: David P. Lloyd, Esq.
DAVID P. LLYOD, LTD.
615B S. LaGrange Rd.
LaGrange, IL 60525
Tel: 708 937-1264
Fax: 708 937-1265
Email: courtdocs@davidlloydlaw.com
info@davidlloydlaw.com
Total Assets: [$0]
Total Liabilities: $6.73 million
The petition was signed by Taher Kameli, manager.
The Debtor listed West Suburban Bank as its sole unsecured creditor
holding an unknown amount of claim.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/ilnb18-16030.pdf
AVAYA INC: Fitch Affirms 'B' IDR & Ups 1st Lien Debt Rating to BB-
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Fitch Ratings has affirmed the 'B' long-term Issuer Default Rating
(IDR) of Avaya Inc. and upgraded the company's senior secured first
lien term loan ($2.9 billion outstanding) to 'BB-'/'RR2' from
'B+'/'RR3'. The upgrade of the term loan reflects improved recovery
prospects following better than expected performance vis-a-vis
Fitch's original base rating case following the company's emergence
from bankruptcy in December 2017. Fitch's current base case
reflects and estimates fiscal 2018 EBITDA (as calculated by Fitch)
to be in the $725 million to $745 million range, up from the
mid-$600 million area previously. Through the first half of fiscal
2018, Avaya has generated EBITDA of $367 million as calculated by
Fitch. The Outlook is Stable.
KEY RATING DRIVERS
Post-Emergence Capital Structure: On Dec. 15, 2017, Avaya emerged
from bankruptcy with approximately $2.9 billion in debt, down from
approximately $6.1 billion at the time it sought protection in the
U.S. bankruptcy court under Chapter 11 in January 2017. In addition
to the senior secured first-lien debt, the company exited with $340
million in cash. The company also has available a $300 million
asset-backed loan (ABL) facility, with the amount available subject
to letters of credit and borrowing base availability.
Pension Obligation Reduction: As part of the reorganization, the
company shed approximately $900 million in liabilities related to
certain domestic pensions. In addition to the pension obligation
reduction, the company eliminated an estimated average of $60
million annually in minimum required pension contributions through
fiscal 2021. In return for the reduction in the pension
liabilities, the Pension Benefit Guarantee Corporation received
$340 million in cash and a 5.5% stake in the company.
Significant Leverage Reduction: Fitch estimates leverage will be
4.0x at the end of fiscal 2018, a significant reduction from 7.9x
at the end of fiscal 2016, the last reported period prior to the
Chapter 11 filing. Fitch's 4.0x current leverage estimate is also
lower than Fitch's previous estimate of 4.4x for fiscal 2018. The
reduction in debt and pension liability, as well as the latter's
minimum required contributions have materially increased Avaya's
financial flexibility.
Potential for Improved FCF Generation: On a pre-petition basis,
Avaya's FCF generation was relatively inconsistent over the
previous four fiscal years. FCF increased to $232 million in fiscal
2017, after having declined to $17 million in fiscal 2016 from $91
million for fiscal 2015. All of the improvement in FCF in fiscal
2017 relative to fiscal 2016 was related to the $266 million
decline in cash interest as the company ceased recording interest
with the January 2017 Chapter 11 filing. Fitch estimates FCF could
average $250 million to $300 million annually thereafter.
Post-emergence FCF will benefit from the reduction in cash interest
expense due to lower debt and by the elimination of an average of
$60 million in estimated annual minimum required pension
contributions.
Business Restructuring: While in bankruptcy, Avaya sold its
networking business in a sale that closed in July 2017. The
networking business contributed approximately $251 million in
revenue in fiscal 2016, and $162 million through the date of sale.
The networking business was not a positive contributor to EBITDA.
Unified Communications Segment Challenges: From a revenue
perspective, the unified communications (UC) segment faces
challenges given the ongoing decline in revenue from legacy
hardware and endpoints (phones, desksets, etc.), which also affects
maintenance revenue. The relatively stable sales of NextGen
software partly mitigate the effects of the legacy revenue declines
within the UC segment.
Recurring Revenue from Service Contracts: Avaya generated
approximately 56% of fiscal 2017 sales from Services revenues,
while 83% of Services revenues are derived from recurring
contracts. Recurring support services contracts generally have
contract tenures of one to five years; private cloud and managed
services contract terms range from one to seven years.
Broad Distribution Network: Avaya's indirect channel, with
approximately 6,300 partners at the end of fiscal 2017, extends the
company's sales reach to more than 180 countries worldwide.
Approximately 73% of total product revenue during fiscal 2017 was
through indirect channels.
Diversified Revenue Base: Avaya's revenue base is diversified from
a customer, geographic and industry perspective. Avaya had more
than 130,000 customers, including 90% of the Fortune 100 companies.
Approximately 45% of total revenue was generated outside the U.S.
during fiscal 2017.
DERIVATION SUMMARY
The global UC industry has historically exhibited moderate
concentration with the top three vendors, Cisco Systems, Inc.,
Avaya Inc. and Microsoft Corporation (AA+/Stable), maintaining a
55% to 60% combined market share, while additional competitors
including Alcatel-Lucent (subsidiary of Nokia Corp.) and Mitel
Networks Corp. maintain high-single-digit market shares. Recent
trends such as the entry of cloud-based competitors as well as
hardware product commoditization have presented significant
challenges to these legacy UC vendors. Cisco consistently refers to
declining UC hardware sales in earnings discussions while
Alcatel-Lucent considers UC product as non-strategic. Microsoft has
largely been insulated from these pressures, having pursued a
differentiated approach that centers on integration of third-party
UC hardware into the company's enterprise software offerings. In
contrast, Avaya has experienced sharp declines for UC product
sales, to $954 million in fiscal 2017, 39.6% below fiscal 2014. As
a result, Avaya's market share among its immediate competitors
declined from approximately 25% in 2010 to 15% in 2016.
The Contact Center (CC) market has similarly been dominated by the
leading vendors including Avaya, Cisco and Genesys
Telecommunications Laboratories Inc., which maintained a combined
market share of approximately 60%. The CC market has also been
disrupted by emerging trends including closer integration of
contact center functionality with CRM functions, as well as the
entry of cloud-based competitors. In contrast to the UC market,
legacy CC vendors have been able to avoid revenue pressure as
enterprise customers have continued to prefer traditional
on-premise solutions. However, cloud-based offerings have generated
strong growth in SMB and midmarket segments and are gradually
beginning to penetrate enterprise clients as well. This trend may
accelerate as demonstrated by Cisco's acquisition of cloud
contact-center provider, Broadsoft, Inc. Avaya's primarily
on-premise offerings have allowed the company to generate continued
CC product revenue growth of 3.4% per annum. The lack of cloud
product has caused the company to miss out on higher growth
opportunities and presents a risk of eventual share loss to cloud
providers if the cloud successfully penetrates enterprise segments.
The company is addressing its cloud product portfolio through
organic investment and the acquisition of Spoken Communications in
March 2018.
Avaya's ratings reflect the company's historically strong market
position as a top-three provider in target markets in addition to
an improved credit profile with significantly reduced interest
expense and pension obligations upon emergence from Chapter 11. The
ratings are limited by secular challenges, rapid revenue decline
and market share loss in the UC segment, and uncertainties in CC
segment growth given lack of an aggressive cloud strategy.
KEY ASSUMPTIONS
Fitch's Key Assumptions Within the Rating Case for the Issuer
-- Revenue: $3 billion in fiscal 2018, slightly below the
first-half 2018 run-rate; a 1% increase in fiscal 2019 driven by
strong growth in CC revenues as emergence from bankruptcy releases
pent-up demand, partly offset by continued weakness in UC;
-- Margins: EBITDA margin range of 23% to 25% driven by increased
investment in cloud offerings leading to reduced gross margins and
increased R&D spend, partially offset by cost reductions in SG&A;
-- Capex: Capital intensity of 3% due to investment in hosted
infrastructure;
--Debt: Cumulative debt repayments of approximately $450 million
from fiscal 2019 to fiscal 2021 due to excess cash flow sweep
provision and term loan amortization.
RATING SENSITIVITIES
Future Developments That May, Individually or Collectively, Lead to
Positive Rating Action
-- Improvement in the outlook for revenues for the company
including positive revenue growth, expansion of margins due to
continued cost reduction efforts and success in newer market areas,
including cloud services.
-- Strong FCF with FCF margins in the low double-digits.
-- Leverage below 4x.
Developments That May, Individually or Collectively, Lead to
Negative Rating Action
-- Continued deterioration in revenue expectations beyond the
forecast horizon, combined with margin pressure.
-- Leverage sustained above 5.5x
LIQUIDITY
Adequate Liquidity: Fitch believes Avaya has solid liquidity based
on the approximately $311 million cash balance as of March 31, 2018
and a $300 million ABL facility, with the amount available subject
to letters of credit and borrowing base availability. Fitch
estimates an FCF range of $150 million to $200 million in fiscal
2018, increasing to $300 million to $400 million in fiscal 2019 and
thereafter. As an outcome of the bankruptcy process, Fitch
estimates approximately $170 million in cash flow savings will
arise from lower interest expense and, to a lesser extent, reduced
pension costs.
The debt structure, in addition to the ABL facility, includes a
$2.918 billion new first-lien term loan ($2.925 original amount)
that has a seven-year maturity, and it will amortize at 1%
annually.
Near-term maturities are nominal and consist of the approximately
$29 million of annual amortization on the $2.925 billion first-lien
term loan.
Recovery
Recovery Rating (RR) Assumptions: The recovery analysis assumes the
enterprise value of Avaya is maximized in a going-concern scenario
versus liquidation. Fitch contemplates a scenario in which default
may be caused by disappointing sales of the company's on-premise
Contact Center offering along with continued secular pressure in
UC. As a result, Avaya would likely invest in aggressive
development and roll-out of a reinvigorated cloud-based contact
center offering. Fitch believes the renewed strategy would result
in a revenue decline from the transition to subscription software
sales as well as EBITDA margin pressure from increased sales and
R&D investments. Under this scenario, Fitch estimates a
going-concern EBITDA of $551 million, which is approximately 25%
below Fitch's estimate of $735 million of EBITDA for fiscal 2018,
and further below fiscal 2017 EBITDA, as adjusted by Fitch, of $770
million.
Fitch assumes Avaya will receive a going-concern recovery multiple
of 5x EBITDA under this scenario. The 5x multiple compares with the
bankruptcy exit multiple for Avaya of 8.1x, an M&A multiple of 9.0x
for Nokia's acquisition of Avaya peer Alcatel-Lucent, as well as a
median multiple of approximately 8x for public comparable companies
including Cisco, Juniper, IBM and Synchronoss.
Fitch assumes the $300 million secured ABL is to be fully drawn at
the time of default and a 10% administrative claim through a
restructuring. Fitch-forecasted going-concern EBITDA of $551
million and recovery multiple of 5.0x results in a
post-reorganization enterprise value of $2.48 billion after the
deduction of expected administrative claims and the assumed ABL
drawn amount, resulting in 77% recovery for the $2.918 billion
first-lien senior secured term loan, which allows for notching of
+2 from the IDR of 'B' to 'RR2'.
FULL LIST OF RATING ACTIONS
Fitch has affirmed the following rating:
Avaya Inc.
-- Long-term IDR 'B'; Outlook Stable.
Fitch has upgraded the following rating:
Avaya Inc.
-- Senior secured first lien rating to 'BB-'/'RR2' from
'B+'/'RR3'.
BERTUCCI'S HOLDINGS: Earl Enterprises Buys Pizza Chain for $20M
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Bertucci's Corp. to sell its assets to an entity established by
Earl Enterprises.
The purchase price consists of:
* $3.05 million in cash,
* cash in the amount of the termination fee payable to
the stalking horse bidder,
* a credit in the aggregate amount under the Debtors'
DIP credit facility at closing, but for no greater
than $4 million, and
* the issuance by the buyer of $13 million in new
second lien notes.
Bertucci's Holding LLC, a unit of Earl, was declared the winning
bidder for the Debtors' assets following an auction on June 4,
beating the stalking horse offer from Right Lane Dough Acquisition,
LLC, an investment firm.
Right Lane was declared the backup bidder. According to the sale
order, Right Lane as Stalking Horse bidder is entitled to a
break-up fee of $750,000 and reimbursement for actual and
reasonable out of pocket expenses up to a cap of $245,000. These
fees constitute an allowed super-priority administrative expenses
claim against the Debtors' estates, which claim will be junior only
to the claims under the DIP Facility and the Carve-Out thereunder.
Judge Mary F. Walrath approved the sale at a hearing June 5,
holding that Earl's offer was the highest and best for the
bankruptcy estate.
Ron Ruggless, writing for Nation's Restaurant News, reports that
Earl will acquire Bertucci's Corp., in a roughly $20 million deal.
Orlando, Florida-based Earl owns the Earl of Sandwich brand and the
Planet Hollywood and Buca di Beppo chains.
"This deal will allow Bertucci's to exit Chapter 11, restructuring
under new ownership as Bertucci's Holdings LLC," Earl Enterprises
said in a statement, according to Nation's Restaurant News.
About Bertucci's Holdings
Founded in 1981, Bertucci's Holdings, Inc. --
http://www.bertuccis.com/-- owns and operates 59 full-service
casual family restaurants offering traditional Italian and
contemporary food centered around its signature open kitchens and
brick ovens. As of the Petition Date, the company and its
affiliates had 969 full-time employees and 3,245 part-time
employees. Bertucci's is headquartered in Boston, Massachusetts
and operates in 11 east coast states from New Hampshire to
Virginia.
Bertucci's Holdings, Inc., sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D. Del. Lead Case No. 18-10894) on
April 15, 2018. In the petitions signed by Brian Connell, chief
financial officer and senior vice-president, the Debtors estimated
assets of less than $50,000 and liabilities of $50 million to $100
million.
Judge Mary F. Walrath presides over the cases.
The Debtors tapped Landis Rath & Cobb LLP as their bankruptcy
counsel; Schulte Roth & Zabel LLP as special corporate counsel;
Imperial Capital, LLC as investment banker; Hilco Real Estate, LLC,
as real estate advisor; and Prime Clerk LLC as claims and noticing
agent and administrative advisor.
On April 27, 2018, the U.S. Trustee for Region 3 appointed an
official committee of unsecured creditors. The committee has
retained Bayard, P.A. and Kelley Drye & Warren LLP, as counsel.
Bertucci's Holding LLC, a unit of Earl Enterprises, which acquired
the Debtors' assets, is represented in the sale deal by:
Daniel Ganitsky, Esq.
Vincent Indelicato, Esq.
PROSKAUER ROSE LLP
11 Times Square
New York, NY 10036
E-mail: dganitsky@proskauer.com
vindelicato@proskauer.com
BI-LO LLC: S&P Raises Corp. Credit Rating to 'B-', Outlook Stable
-----------------------------------------------------------------
S&P Global Ratings raised its corporate credit rating on
Jacksonville, Fla.-based BI-LO LLC to 'B-' from 'D'. The outlook is
stable.
S&P said, "At the same time, we assigned our 'B+' issue-level
rating to the company's new $50 million ABL FILO term loan. The '1'
recovery rating indicates our expectation for very high (90% to
100%; rounded estimate: 95%) recovery in the event of a payment
default.
"We also assigned our 'B' issue-level rating to BI-LO's new $475
million first-lien term loan due 2024. The recovery rating is '2',
indicating our expectation for substantial (70%-90%; rounded
estimate: 75%) recovery in the event of a payment default.
The issue-level rating on the term loan is in line with the
preliminary rating that we assigned on April 25, 2018. The
company's new $550 million ABL revolver is unrated.
"The upgrade follows BI-LO's emergence from bankruptcy and reflects
the company's new capital structure and our estimates of its slowly
stabilizing operating performance, albeit in an intensely
competitive southeastern U.S. market. In our view, the company's
restructuring provides a more sustainable capital structure by
eliminating $522 million of holding company debt. As part of the
reorganization, BI-LO has reduced its footprint by closing 123
underperforming stores, representing about 17% of its store base,
which in our view will lower costs and begin to drive better
profitability in the coming year.
"The stable outlook reflects our expectation that the company's
improved leverage position will help it to execute on its ambitious
turn around strategies in the coming year. We also expect BI-LO's
new ownership group to employ a less aggressive financial policy
than its previous financial sponsor.
"We could lower the rating if the company is unable to successfully
execute its transformation plan and regain market share, resulting
in sustained negative SSS and margin erosion and causing credit
protection metrics to weaken and liquidity to deteriorate. Under
this scenario, we would view BI-LO's capital structure as
unsustainable. We could also lower the rating if the company's new
owners were to adopt more aggressive financial policies than we
currently envision, including re-levering the business for
dividends or acquisitions.
"We could raise the rating if the company successfully executes its
store renewal plan and operating results improve, driving positive
comparable store sales growth and stable profit margins with a
stable and growing market position. Under this scenario, the
company would continue to generate positive free operating cash
flow and use it to pay down revolver borrowings such that leverage
approaches 4x."
BIOSCRIP INC: SVP Strategic Operations & Interim CAO Resigns
------------------------------------------------------------
Alex Schott provided notice to BioScrip, Inc. on May 29, 2018,
that he will be stepping down as senior vice president, strategic
operations and interim chief accounting officer of BioScrip, Inc.
to become chief financial officer of a healthcare company not in
the infusion services field. Mr. Schott is expected to remain in
his position at least until June 30, 2018 to assist with the
transition of his duties.
About BioScrip, Inc.
Headquartered in Denver, Colo., BioScrip, Inc. --
http://www.bioscrip.com/-- is a national provider of infusion
solutions that partners with physicians, hospital systems, skilled
nursing facilities and healthcare payors to provide patients access
to post-acute care services. The Company operates with a
commitment to bring customer-focused infusion therapy services into
the home or alternate-site setting. By collaborating with the full
spectrum of healthcare professionals and the patient, the Company
aims to provide cost-effective care that is driven by clinical
excellence, customer service and values that promote positive
outcomes and an enhanced quality of life for those whom it serves.
BioScrip reported a net loss attributable to common stockholders of
$74.27 million for the year ended Dec. 31, 2017, compared to a net
loss attributable to common stockholders of $51.84 million for the
year ended Dec. 31, 2016.
As of March 31, 2018, Bioscrip had $586.88 million in total assets,
$602.35 million in total liabilities, $2.92 million in series A
convertible preferred stock, $81.81 million in series C convertible
preferred stock, and a total stockholders' deficit of $100.21
million.
* * *
Moody's Investors Service affirmed BioScrip, Inc.'s 'Caa2'
Corporate Family Rating. BioScrip's Caa2 CFR reflects the
company's very high leverage and weak liquidity, as reported by the
TCR on Aug. 3, 2017.
As reported by the TCR on July 7, 2017, S&P Global Ratings affirmed
its 'CCC' corporate credit rating on BioScrip Inc. and removed the
rating from CreditWatch, where it was placed with negative
implications on Dec. 16, 2016. The outlook is positive. "The
rating affirmation reflects our view that, although BioScrip
addressed its upcoming maturities by refinancing its senior secured
credit facilities and improved its liquidity position, the
company's credit measures will remain weak in 2017 with debt
leverage of about 14x (including our treatment of preferred stock
as debt) and funds from operations (FFO) to debt in the low single
digits. We expect the company to use about $15 million - $20
million of cash in 2017, inclusive of cash charges associated with
restructuring following the recently announced United Healthcare
contract termination."
BIRCH WOOD: Taps Williamson Group Sotheby's as Broker
-----------------------------------------------------
Birch Wood, Inc., received approval from the U.S. Bankruptcy Court
for the District of Vermont to hire Williamson Group Sotheby's
International Realty as its real estate broker.
The firm will assist the Debtor in connection with the sale of its
interest in real estate located at 327 Fletcher Schoolhouse Road.
Sotheby's has agreed to list the property for $3.2 million.
Sotheby's will get a commission of 5% of the gross sale price.
Carol Wood, a real estate agent employed with Sotheby's, disclosed
in a court filing that she and her firm are "disinterested" as
defined in section 101(14) of the Bankruptcy Code.
Sotheby's can be reached through:
Carol Wood
Williamson Group Sotheby's
International Realty
24 Elm Street
Woodstock, VT 05091
Phone: (802) 457-2000
About Birch Wood
Birch Wood Inc. owns in fee simple a real property located at 327
Fletcher Schoolhouse Road, South Woodstock, Vermont, valued by the
company at $2.8 million.
Birch Wood sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Vt. Case No. 18-10184) on May 1, 2018. In the
petition signed by Gary Moore, president, the Debtor disclosed
$2.81 million in assets and $1.81 million in liabilities.
BLACKSTONE DEVELOPERS: Case Summary & 4 Unsecured Creditors
-----------------------------------------------------------
Debtor: Blackstone Developers, LLC
917 Red Oak Creek Drive
Ovilla, TX 75154
Business Description: Blackstone Developers, LLC is a privately
held real estate lessor whose principal
assets are located at 205 South Main Street,
Red Oak, Texas. The company previously
sought bankruptcy protection on April 2,
2018 (Bankr. N.D. Tex. Case No. 18-31183).
Chapter 11 Petition Date: June 4, 2018
Case No.: 18-31877
Court: United States Bankruptcy Court
Northern District of Texas (Dallas)
Judge: Hon. Harlin DeWayne Hale
Debtor's Counsel: John P. Lewis, Jr., Esq.
LAW OFFICE OF JOHN P. LEWIS, JR.
1412 Main St. Ste. 210
Dallas, TX 75202
Tel: (214) 742-5925
Fax: (214) 742-5928
E-mail: jplewisjr@mindspring.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Dorothy L. Shelly, manager.
A copy of the Debtor's list of four unsecured creditors is
available for free at:
http://bankrupt.com/misc/txnb18-31877_creditors.pdf
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/txnb18-31877.pdf
BNEVMA LLC: July 11 Hearing to Consider Approval of Plan
--------------------------------------------------------
Bnevma, LLC, filed a Plan and Disclosure Statement on March 26,
2018 and April 24, 2018, respectively. The Court denied the Ex
Parte Motion to Conditionally Approve Disclosure Statement and
Consolidate Hearings filed by Bnevma, LLC, on May 17, 2018.
The Court sets a hearing to consider approval of the Disclosure
Statement which is scheduled on July 11, 2018 at 2:00 p.m. The
deadline for objections to the disclosure statement is on July 5,
2018.
As previously reported by The Troubled Company Reporter, the Debtor
stated in its Plan that it believes that there is minimal risk to
creditors as to completion of the Plan. The Plan will be funded
primarily by rental revenues, and any additional Cash held by the
Debtor as of the date of the Confirmation Hearing.
If the Debtor's Plan is confirmed, each holder of an Allowed
general unsecured claim in Class 36 will share in a total
distribution of $5,000 pro rata. Payments of $1,000 will be
distributed pro rata on an annual basis, commencing on the first of
the month after the Effective Date, until the aggregate amount of
$1,000 is paid. The Debtor may prepay any or all of the
distributions with no prepayment penalty. The Class 36 Claims are
Impaired and any of the Class 36 Claimholders are entitled to vote
to accept or reject the Plan.
The Reorganized Debtor will continue to exist after the Effective
Date with all assets revesting in the Reorganized Debtor and with
all powers of limited liability companies under the laws of the
State of Florida and without prejudice to any right to alter or
terminate such existence (whether by merger or otherwise) under
Florida law.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/flsb18-13392-24.pdf
About BNEVMA LLC
BNEVMA, LLC, a real estate lessor, is the fee simple owner of 14
real estate properties (consisting of condominium units and
townhouses) in Wellington, Palm Beach Gardens, Boynton Beach, Lake
Forth, Boca Raton, North Palm Beach, Royal Palm Beach, Florida,
having an aggregate value of $2.71 million.
BNEVMA sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. S.D. Fla. Case No. 18-13392) on March 23, 2018.
In the petition signed by Nermine Hanna, manager, the Debtor
disclosed $2.71 million in assets and $4.01 million in
liabilities.
Judge Paul G. Hyman, Jr., presides over the case.
The Debtor is represented by Aaron A. Wernick, Esq., in Boca Raton,
Florida.
BRAVATEK SOLUTIONS: Accumulated Losses Raise Going Concern Doubt
----------------------------------------------------------------
Bravatek Solutions, Inc., filed its quarterly report on Form 10-Q,
disclosing a net income of $464,984 on $1,068,993 of total sales
for the three months ended March 31, 2018, compared with a net
income of $261,766 on $nil of total sales for the same period in
2017.
At March 31, 2018, the Company had total assets of $4.22 million,
total liabilities of $9.45 million, and $5.22 million in total
stockholders' deficit.
The Company has an accumulated deficit of $29,618,365 and has a
working capital deficit of $5,951,734 as of March 31, 2018, which
raises substantial doubt about its ability to continue as a going
concern.
The Company's ability to continue as a going concern is dependent
upon its ability to generate profitable operations in the future
and/or obtain the necessary financing to meet its obligations and
repay its liabilities arising from normal business operations when
they come due. Management has plans to seek additional capital
through a private placement and public offering of its common
stock. These plans, if successful, will mitigate the factors which
raise substantial doubt about the Company's ability to continue as
a going concern.
A copy of the Form 10-Q is available at:
https://is.gd/2fQSeD
About Bravatek Solutions, Inc.
Bravatek Solutions, Inc., provides security, defense, and
information security solutions, which assist corporate entities,
governments and individuals in protecting their organizations
and/or critical infrastructures against error, and physical and
cyber-attack. The Company's business operations are oriented
around the marketing and distribution of proprietary and allied
security, defense and information security software, hardware and
services, including telecom services. Products include software,
hardware and services, and span a diverse variety of industries
including, but not limited to, email security, user authentication,
telecommunications and cyber breach protection.
BRIDGEPORT BIODIESEL: Taps Michael Koplen as Legal Counsel
----------------------------------------------------------
Bridgeport Biodiesel 2 LLC seeks approval from the U.S. Bankruptcy
Court for the Southern District of New York to hire the Law Offices
of Michael A. Koplen as its legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; examine claims; represent the Debtor in
negotiations to borrow funds; assist in connection with any
potential sale of its assets; and provide other legal services
related to its Chapter 11 case.
Michael Koplen, Esq., the attorney who will be handling the case,
does not hold any interest adverse to the Debtor and its estate,
according to court filings.
The firm can be reached through:
Michael A. Koplen, Esq.
Law Offices of Michael A. Koplen
14 South Main Street, Suite 4
New City, NY 10956
Tel: (845) 623-7070
Fax: (845) 708-5597
Email: Atty@KoplenLawFirm.com
About Bridgeport Biodiesel 2
Pearl River, New York-based Bridgeport Biodiesel, LLC, provides
clean, renewable biodiesel fuel made from recycled cooking oil to
the Tri State Area and the North Eastern Seaboard.
Bridgeport Biodiesel 2, LLC, sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 18-22244) on Feb. 11,
2018. In the petition signed by CEO Brent Baker, the Debtor
disclosed $32,078 in assets and $2.4 million in liabilities. Judge
Robert D. Drain presides over the case.
BTH QUITMAN: Taps GranthamPoole as Accountant
---------------------------------------------
BTH Quitman Hickory LLC received approval from the U.S. Bankruptcy
Court for the District of Nevada to hire GranthamPoole PLLC as its
accountant.
The firm will assist the Debtor in the preparation of its 2017
federal and state income tax returns. GranthamPoole will be paid a
flat fee of $4,000.
GranthamPoole is a "disinterested person" as defined in Section
101(14) of the Bankruptcy Code, according to court filings.
The firm can be reached through:
Robert A. Cunningham
GranthamPoole, PLLC
1062 Highland Colony Parkway, Suite 201
Ridgeland, MS 39157
Phone: 601-499-2400 / 601-499-2415
Fax: 601-499-2401
Email: bcunningham@granthampoole.com
About BTH Quitman Hickory
BTH Quitman Hickory LLC, based in Quitman, Mississippi, is a
privately-held provider of torrefied wood pellets designed to offer
pellets of varying energy content to meet the diverse needs of
potential buyers. The company's wood pellets focus on innovative
and renewable energy source that can be produced on a commercial
scale, enabling businesses to meet the needs of the present without
compromising the ability of future generations to meet their own
needs. BTH Quitman Hickory LLC operates as a subsidiary of New
Biomass Holding LLC.
BTH Quitman Hickory filed for Chapter 11 bankruptcy protection on
(Bankr. D. Nev. Case No. 17-51375) on Dec. 10, 2017. In the
petition signed by Neal Smaler, president of managing member BTH
Quitman, LLC, the Debtor disclosed $4.22 million in total assets
and $59.46 million in total liabilities. Judge Bruce T. Beesley
presides over the case. Kevin A. Darby, Esq., at Darby Law
Practice, serves as the Debtor's bankruptcy counsel.
BUNGALOW 3 NYC: Hires Frances M. Caruso as Bookkeeper
-----------------------------------------------------
Bungalow 3 NYC, LLC, d/b/a Tribeca Tap House, seeks authority from
the U.S. Bankruptcy Court for the Southern District of New York
(Manhattan) to hire Frances M. Caruso as its bookkeeper.
Servies required of Ms. Caruso are:
a. prepare and review monthly operating statements and other
financial reports or statements requiredby the Court of the Office
of the United States Trustee, the Bankruptcy Code, the Bankruptcy
Rule or otherwise deemed to be necessary or beneficial to the
Debtor and/or its estate; and
b. render such other financial assistance or services as may
be necessary in the Chapter 11 case.
Frances M. Caruso assures the Court that she is a "disinterested
person" within the meaning of Secs. 101(14) and 327 of the
Bankruptcy Code.
Ms. Caruso's normal hourly rate is $50. She will seek
reimbursement for all out-of pocket disbursements.
About Bungalow 3 NYC, LLC
d/b/a Tribeca Tap House
Located on Greenwich Street, in the heart of Tribeca, Bungalow 3
NYC, LLC, owns Tribeca Tap House, which features a large variety of
craft beers, ciders, and (seasonally) wines on tap. The unique
selection of drafts accentuate the rejuvenation of New American
cuisine on its palatable menu.
Tribeca, Bungalow 3 NYC, LLC, filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 18-11374) on May 4, 2018, estimating under $1
million in both assets and liabilities. Douglas J. Pick, Esq., at
PICK & ZABICKI LLP, is the Debtor's counsel.
BX ACQUISITIONS: Court Rejects Trustee Bid for Summary Judgment
---------------------------------------------------------------
In the adversary proceeding captioned Scott E. Eisenberg as Trustee
of the BX Acquisitions, Inc. Liquidating Trust, Plaintiff, v.
Toledo-Lucas County Port Authority, Defendant, Adv. Pro. No.
17-03024 (Bankr. N.D. Ohio), Bankruptcy Judge John P. Gustafson
denied Plaintiff-Trustee's Motion for Summary Judgment and granted
Defendant's Motion for Summary Judgment.
In the complaint, Plaintiff-Trustee sought to avoid and recover
Debtor's post-petition transfers to Defendant.
Both Plaintiff-Trustee and Defendant filed Motions for Summary
Judgment on Nov. 10, 2017. In his Motion, Plaintiff-Trustee argued
that the Disputed Payments were not authorized by the Bankruptcy
Code because the acts giving rise to Debtor's obligation to
Defendant took place pre-petition. Thus, the Disputed Payments were
post-petition transfers on account of a pre-petition debt.
Plaintiff-Trustee's Motion also argues that the Disputed Payments
were not authorized by the Cash Collateral Orders because 1) the
Cash Collateral Orders failed to provide interested parties with
proper notice that payments on a pre-petition debt were being
authorized; and 2) finding the Disputed Payments to be authorized
by the Cash Collateral Orders conflicts with language contained in
the court's decision granting Debtor's Motion to Reject the
Management Agreement.
In its Memorandum in Support of its Motion, Defendant argued that
the Disputed Payments are not avoidable because they were
post-petition payments on a post-petition debt paid in the ordinary
course of Debtor's business. Defendant further argues that, even if
the Disputed Payments are regarded as having been made on account
of pre-petition debt, they were expressly authorized by the Cash
Collateral Orders and attached budgets. Further, Defendant
maintains that allowing Plaintiff-Trustee to avoid and recover the
Disputed Payments would create uncertainty for creditors in Chapter
11 cases, be detrimental to the reorganization process, and should
not be allowed.
After analysis of the arguments and evidence presented, the Court
finds that although the Cash Collateral Orders could have, and
should have, been more explicit with regards to the nature of the
payments being authorized, the record reflects that both orders
sufficiently set forth and described the Disputed Payments as being
necessary to Debtor's attempt at reorganization. Further, the fact
that Debtor's payments to Defendant were authorized by two agreed
Cash Collateral Orders, both of which were entered after hearings,
and were noticed to creditors and other parties in interest,
suggests that all record parties of interest were afforded
sufficient opportunity to object to the Disputed Payments before
they were made. The proposed Second Interim Order was sent out as
an Exhibit to all creditors and parties in interest before the
hearing. No objections were raised, nor was either Cash Collateral
Order appealed or subject to a request for reconsideration. Thus,
because there was sufficient notice prior to the entry of the
Second Interim Order, it provided court authorization of Debtor's
payments to Defendant under 11 U.S.C. sections 363 and 365, and
prevents the court from finding that the payments were "not
authorized" under 11 U.S.C. section 549(a)(2)(B). Accordingly, the
court finds that Defendant is entitled to judgment as a matter of
law.
A full-text copy of the Court's Memorandum of Decision and Order
dated May 4, 2018 is available at https://bit.ly/2LnDmOc from
Leagle.com.
Scott E. Eisenberg, Plaintiff, represented by Patricia B. Fugee --
Fugee@FisherBroyles.com -- FisherBroyles & Robert Michaels.
Toledo Lucas County Port Authority, Defendant, represented by
Michael W. Bragg -- mbragg@snlaw.com -- Spengler Nathanson P.L.L.
About BX Acquisitions
BX Acquisitions, Inc., filed for Chapter 11 bankruptcy protection
(Bankr. N.D. Ohio Case No. 15-33538) on Nov. 2, 2015, listing $2.15
million in total assets and $22.04 million in total liabilities.
The petition was signed by Christopher Marshall, chief financial
officer.
At the commencement of the case, the Debtor's business operation
was compromised of two components: (1) network services; and (2)
logistic services. At the outset of this case, the Debtor
undertook efforts to discontinue and terminating the network
services segment of its business and focused efforts on
consolidating the logistics portion of the business. Thereafter,
the Debtor focused on seeking to solidify and add to its customer
base for logistics services. However; that ultimately proved
unsuccessful and as of Jan. 22, 2016 the cessation of its
operations.
The Debtor tapped Steven L. Diller, Esq., at Diller and Rice, LLC,
as attorney.
The Debtor disclosed $2.15 million in total assets and $22.04
million in total liabilities.
CEC ENTERTAINMENT: Bank Debt Trades at 7% Off
---------------------------------------------
Participations in a syndicated loan under which CEC Entertainment
Inc. is a borrower traded in the secondary market at 93.44
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 0.74 percentage points from the
previous week. CEC Entertainment pays 325 basis points above LIBOR
to borrow under the $760 billion facility. The bank loan matures on
February 14, 2021. 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.
CENGAGE: Bank Debt Trades at 10% Off
------------------------------------
Participations in a syndicated loan under which Cengage (fka
Thomson Learning) is a borrower traded in the secondary market at
89.91 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 0.79 percentage points from
the previous week. Cengage pays 425 basis points above LIBOR to
borrow under the $1.71 billion facility. The bank loan matures on
June 7, 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.
CENVEO INC: Major Stakeholders Support Reorganization Plan
----------------------------------------------------------
Cenveo, Inc., a diversified manufacturer of print-related products
including envelopes, custom labels, commercial print, and publisher
solutions, on June 5, 2018, disclosed 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 (the
"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 (the "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 (the "UCC") 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 United States Bankruptcy Court for the Southern District of New
York (the "Bankruptcy Court") is scheduled for June 7, 2018 for the
Company to seek approval of its first amended disclosure statement
(the "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: "Today's
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."
In addition, Cenveo on June 5 disclosed 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 (NASDAQ:CVO) --
http://www.cenveo.com/-- is a global provider of print and related
resources, offering world-class solutions in the areas of custom
labels, envelopes, commercial print, content management and
publisher solutions. The Company provides a one-stop offering
through services ranging from design and content management to
fulfillment and distribution. With a worldwide distribution
platform, the Company says it delivers quality solutions and
services every day to its more than 100,000 customers.
After reaching an agreement with holders of a majority of its first
lien debt to support a Chapter 11 plan of reorganization, Cenveo
Inc. and its domestic subsidiaries filed voluntary petitions for
reorganization under Chapter 11 of the U.S. Bankruptcy Code in
White Plains, New York (Bankr. S.D.N.Y. Lead Case No. 18-22178) on
Feb. 2, 2018. The Chapter 11 filing does not include foreign
entities, such as those located in India.
As of Dec. 31, 2017, Cenveo disclosed total assets of $789,547,000
and total debt of $1,426,133,000.
The Debtors tapped Kirkland & Ellis LLP as counsel; Rothschild Inc.
as investment banker; Zolfo Cooper LLC as restructuring advisor;
and Prime Clerk LLC as notice, claims & balloting agent, and
administrative advisor. Greenhill & Co., LLC, as 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 hired
Lowenstein Sandler LLP as its bankruptcy counsel; and FTI
Consulting, Inc. as its financial advisor.
CHARITY TOWING: Taps Mark J. Giunta as Legal Counsel
----------------------------------------------------
Charity Towing and Recovery, LLC, received approval from the U.S.
Bankruptcy Court for the District of Arizona to hire the Law Office
of Mark J. Giunta as its legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code and will provide other legal services related to
its Chapter 11 case.
The firm will charge these hourly rates:
Mark Giunta $425
Senior Associate $225
Associate $175
Clerk $125
Legal Assistant $90
Giunta received retainers totaling $7,700 prior to the Petition
Date.
Mr. Giunta disclosed in a court filing that he neither holds nor
represents any interest adverse to the Debtor and its estate.
The firm can be reached through:
Mark J. Giunta, Esq.
Liz Nguyen, Esq.
Law Office of Mark J. Giunta
531 East Thomas Road, Suite 200
Phoenix, AZ 85012
Phone: (602) 307-0837
Fax: (602) 307-0838
E-mail: markgiunta@giuntalaw.com
E-mail: liz@giuntalaw.com
About Charity Towing and Recovery
Charity Towing and Recovery, LLC sought protection under Chapter 11
of the Bankruptcy Code (Bankr. D. Ariz. Case No. 18-05745) on May
21, 2018. At the time of the filing, the Debtor estimated assets
of less than $500,000 and liabilities of less than $1 million.
Judge Madeleine C. Wanslee presides over the case.
CHELSEA OIL & GAS: MNP LLP Raises Going Concern Doubt
-----------------------------------------------------
Chelsea Oil and Gas Ltd. filed with the U.S. Securities and
Exchange Commission its annual report on Form 20-F, disclosing a
net loss of $9,925,337 on $19,899 of revenue for the year ended
December 31, 2017, compared to a net loss of $542,938 on $36,702 of
revenue for the year ended in 2016.
MNP LLP in Calgary, Canada, states that the Company incurred a
consolidated net loss of $9,925,337 during the year ended December
31, 2017 and, as of that date, the Company's consolidated current
liabilities exceeded its total assets by $3,405,090. These events
or conditions, along with other matters, indicate that a material
uncertainty exists that casts substantial doubt on the Company's
ability to continue as a going concern.
The Company's balance sheet at December 31, 2017, showed total
assets of $1,964,989, total current liabilities of $5,370,079,
decommissioning liabilities of $402,400, and a total stockholders'
deficit of $3,807,490.
A copy of the Form 20-F is available at:
https://is.gd/teUlQt
Chelsea Oil and Gas Ltd., incorporated on October 1, 2013, is
engaged in exploration, development and production of oil, natural
gas, and natural gas liquids in Australia. The Company has working
interests (WI) operations and overriding royalty interests (ORRI)
in the States of Queensland, South Australia and Victoria in
Australia. The Company operates through oil and gas exploration,
development and production activities within Australia segment.
The Company has a portfolio of assets, which include Surat-Bowen
Basin, Georgina and Simpson Basins, and ORRI.
COMMUNITY HEALTH: Extends Early Tender Deadline to June 8
---------------------------------------------------------
Community Health Systems, Inc., announced that its wholly owned
subsidiary, CHS/Community Health Systems, Inc., has amended certain
terms of its previously commenced offers to exchange (i) up to
$1,925 million aggregate principal amount of its new 9.875%
Junior-Priority Secured Notes due 2023 in exchange for any and all
of its $1,925 million aggregate principal amount of outstanding
8.000% Senior Unsecured Notes due 2019, (ii) up to $1,200 million
aggregate principal amount of its new 8.125% Junior-Priority
Secured Notes due 2024 in exchange for any and all of its $1,200
million aggregate principal amount of outstanding 7.125% Senior
Unsecured Notes due 2020 and (iii) to the extent that less than all
of the outstanding 2019 Notes and 2020 Notes are tendered in the
Exchange Offers, up to an aggregate principal amount of 2024 Notes
equal to, when taken together with the New Notes issued in exchange
for the validly tendered and accepted 2019 Notes and 2020 Notes,
$3,125 million, in exchange for its outstanding 6.875% Senior
Unsecured Notes due 2022. The maximum aggregate principal amount
of New Notes issued in the Exchange Offers will not exceed $3,125
million.
The amendment to the Exchange Offers extends the "Early Tender
Deadline" and the "Expiration Date" for each Exchange Offer. All
other terms, conditions and applicable dates of the Exchange Offers
remain unchanged.
The Issuer was advised by the exchange agent for the Exchange
Offers that, as of midnight, New York City time, at the end of the
day on June 1, 2018, a total of (i) $1,547,516,000 aggregate
principal amount of outstanding 2019 Notes, representing
approximately 80% of the outstanding 2019 Notes, (ii) $960,183,000
aggregate principal amount of outstanding 2020 Notes, representing
approximately 80% of the outstanding 2020 Notes, and (iii)
$2,829,013,000 aggregate principal amount of outstanding 2022
Notes, representing approximately 94% of the outstanding 2022
Notes, were validly tendered (and not validly withdrawn) in the
Exchange Offers. Because the aggregate principal amount of Old
Notes validly tendered as of midnight, New York City time, at the
end of the day on June 1, 2018 would, if accepted for exchange,
cause the Maximum Exchange Amount to be exceeded, pursuant to the
terms of the Exchange Offer, tenders of 2022 Notes accepted for
exchange will be subject to proration.
The "Expiration Date" and the "Early Tender Deadline" for each
Exchange Offer has been extended from midnight, New York City time,
at the end of the day on Friday, June 1, 2018 to 5:00 p.m., New
York City time, on Friday, June 8, 2018. As a result, the deadline
for tendering Old Notes in order to receive the total consideration
of (i) $1,000 principal amount of 2023 Notes per $1,000 principal
amount of 2019 Notes tendered and accepted for exchange, (ii)
$1,000 principal amount of 2024 Notes per $1,000 principal amount
of 2020 Notes tendered and accepted for exchange and (iii) $750
principal amount of 2024 Notes per $1,000 principal amount of 2022
Notes tendered and accepted for exchange is now 5:00 p.m., New York
City time, on Friday, June 8, 2018. The tender withdrawal deadline
has passed. Accordingly, tenders of Old Notes may no longer be
withdrawn.
The Exchange Offers remain subject to the conditions set forth in
the Offering Memorandum, dated May 4, 2018 and related Letter of
Transmittal, dated May 4, 2018, including the condition that at
least 90% of the outstanding aggregate principal amount of the 2019
Notes are tendered in the Exchange Offers. As of midnight, New
York City time, at the end of the day on June 1, 2018, the Minimum
Tender Amount Condition has not been satisfied. The Issuer
reserves the right, subject to applicable law, to terminate,
withdraw or amend each Exchange Offer at any time and from time to
time, as described in the Offering Memorandum.
Pursuant to the terms of the exchange agreement between the Issuer
and certain institutional investors that are holders of Old Notes,
any amendment or waiver of the Minimum Tender Amount Condition
requires prior written consent of such holders and there can be no
assurance such amendment or waiver will be granted.
Each series of New Notes will be guaranteed by the Company and
certain of its existing and future domestic subsidiaries that
guarantee the Issuer's outstanding senior secured credit
facilities, ABL facility and senior notes. In addition, each
series of New Notes and related guarantees will be secured by (i)
second-priority liens on the collateral that secures on a
first-priority basis the Issuer's outstanding senior secured credit
facilities (subject to certain exceptions) and existing secured
notes and (ii) third-priority liens on the collateral that secures
on a first-priority basis the Issuer's outstanding ABL facility, in
each case subject to permitted liens described in the Offering
Memorandum.
The New Notes have not been registered under the Securities Act of
1933, as amended or any state securities laws. The New Notes may
not be offered or sold in the United States or to any U.S. persons
except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act.
The Exchange Offers are being made, and each series of New Notes
are being offered and issued only (i) in the United States to
holders of Old Notes who the Issuer reasonably believes are
"qualified institutional buyers" (as defined in Rule 144A under the
Securities Act) and (ii) outside the United States to holders of
Old Notes who are (A) persons other than U.S. persons, within the
meaning of Regulation S under the Securities Act, and (B) "non-U.S.
qualified offerees" (as defined in the Offering Memorandum).
The complete terms and conditions of the Exchange Offers are set
forth in the Offering Memorandum and related Letter of Transmittal.
Copies of the Offering Memorandum and Letter of Transmittal may be
obtained from Global Bondholder Services Corporation, the exchange
agent and information agent for the Exchange Offers, at (866)
470-3800 (toll free) or (212) 430-3774 (collect).
About Community Health
Community Health -- http://www.chs.net/-- is a publicly-traded
hospital company in the United States and an operator of general
acute care hospitals and outpatient facilities in communities
across the country. Community Health was originally founded in
1986 and was reincorporated in 1996 as a Delaware corporation. The
Company provides healthcare services through the hospitals that it
owns and operates and affiliated businesses in non-urban and
selected urban markets throughout the United States. As of Dec.
31, 2017, the Company owned or leased 125 hospitals included in
continuing operations, with an aggregate of 20,850 licensed beds,
comprised of 123 general acute care hospitals and two stand-alone
rehabilitation or psychiatric hospitals. Community Health is
headquartered in Franklin, Tennessee.
Community Health reported a net loss of $2.39 billion on $15.35
billion of net operating revenues for the year ended Dec. 31, 2017,
compared to a net loss of $1.62 billion on $18.43 billion of net
operating revenues for the year ended Dec. 31, 2016. As of March
31, 2018, Community Health had $17.31 billion in total assets,
$17.48 billion in total liabilities, $523 million in redeemable
non-controlling interests in equity of consolidated subsidiaries
and a total stockholders' deficit of $701 million.
* * *
In May 2018, S&P Global Ratings lowered its corporate credit rating
on Community Health Systems to 'CCC-' from 'CCC+' and placed the
rating on CreditWatch with negative implications. The CreditWatch
negative status reflects the possible distressed exchange of the
unsecured notes due in 2022.
In May 2018, Fitch Ratings downgraded Community Health Systems'
(CHS) Issuer Default Rating (IDR) to 'C' from 'CCC' following the
company's announcement of an offer to exchange three series of
senior unsecured notes due 2019, 2020 and 2022.
COURTSIDE CONDOMINIUMS: Case Summary & 6 Unsecured Creditors
------------------------------------------------------------
Debtor: Courtside Condominiums, L.C.
aka Courtside Apartments
1201 West 540 South
Orem, UT 84058
Tel: 310-292-2819
Email: robertconte2@gmail.com
Business Description: Courtside Condominiums, L.C. owns an
apartment complex in West Orem, Utah.
Chapter 11 Petition Date: June 1, 2018
Case No.: 18-24074
Court: United States Bankruptcy Court
District of Utah (Salt Lake City)
Judge: Hon. Kevin R. Anderson
Debtor's Counsel: Ellen E. Ostrow, Esq.
HOLLAND & HART LLP
222 South Main Street, Suite 2200
Salt Lake City, UT 84101
Tel: (801) 799-5981
Fax: (801) 799-5700
E-mail: eeostrow@hollandhart.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Robert Conte, managing member.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/utb18-24074.pdf
List of Debtor's Six Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Bennett Tueller Johnson & Deere Attorney $46,139
Services
Jared Lucero Loan $15,000
Matt Lovelady Loan $15,000
Michael Burke Loan $15,000
Pam Wilcken Loan $30,000
Todd A. McKinnon, CAP, DFE, CGMA Receiver Fees $34,320
CSEE: S&P Alters Outlook on 2010A Educational Bonds to Negative
---------------------------------------------------------------
S&P Global Ratings revised its outlook to negative from stable
affirmed its 'BB+' rating on Yonkers Economic Development Corp.,
N.Y.'s series 2010A educational revenue bonds, issued for Charter
School of Educational Excellence (CSEE).
"The outlook revision reflects our view of the projected deficit
for fiscal 2018 operations due to pay raises and the issuance of
new debt that will add substantial leverage," said S&P Global
Ratings credit analyst Kaiti Wang. "The rating further reflects our
view of management's spend down of cash to purchase land in
anticipation of the high school expansion project, though there are
plans to reimburse through bond proceeds and sale of a separate
piece of the land," Ms. Wang added.
The school functions as a single-site facility and became a fully
functioning K-8 school in fiscal 2012.
CSEE is in Yonkers, within Westchester County, N.Y., and serves
about 699 students in kindergarten through eighth grade (K-8).
Proceeds of the $12.4 million 2010 bonds were used to construct the
new school building and refinance the cost of improvements to the
existing facility.
DANIEL BENYAMIN: Selling New York Condo Unit 5E for $590K
---------------------------------------------------------
Daniel Benyamin and Lucy Benyamin ask the U.S. Bankruptcy Court for
the Southern District of New York to authorize the private sale of
the condominium apartment, Unit No. 5E in the building known as The
Renaissance East Condominium, located at 319 East l05th Street, New
York, New York to Dong Xi Liu and Jasmine Nishimura for $590,000.
A hearing on the Motion is set for June 19, 2018 at 10 a.m. (ET).
The objection deadline is June 12, 2018 at 5 p.m. (ET).
On May 8, 2018, after having the Apartment on the market for
months, the Debtors entered into a contract of sale with the
Purchasers for a purchase price of $590,000. The Apartment
constitutes the only significant asset of the Debtors' estate and
the funds obtained therefrom will be used to fund a Plan of
Reorganization.
The sale is an "all cash" sale with no financing contingency.
Pursuant to the contract, the Purchasers have tendered a deposit of
$59,000, equal to 10% of the purchase price. The closing is
scheduled to take place on or about July 1, 2018.
The Debtors have sound business justifications for selling the
Apartment. They do not have the financial resources nor access to
capital necessary to carry it and thus, have determined that the
only viable option to maximize its value is through a sale. They
believe that after many months of listing the Apartment in a
competitive environment that the sale is the best available and
that subjecting it to additional marketing or bidding will not
result in a better offer and so they approval of the transaction as
a "private sale."
The pre-petition liens that may be asserted against the Debtors are
those of Ditech Financial, LLC and the Renaissance Condominium,
Both of these claims, as the Court is aware, will be vigorously
opposed by the Debtors. However, should the Court authorizes the
sale, any such liens will be transferred and attach to the net
proceeds of the sale, until such time as their objections are
resolved.
By the Motion, the Debtors ask the nunc pro tunc approval of the
retention of Bona Tierra Realty, the brokers that procured the sale
of the Apartment pursuant to the Exclusive Sales Agreement dated
March 23, 2018, which among other things, provided for a 5%
commission. Bona Tierra represents no interest adverse to the
Debtors or their estate and is a disinterested person under
Bankruptcy code section 101 (14). It is respectfully submitted
that its employment is necessary and would be in the best interest
of the estate.
The Purchasers:
Dong Xi Liu and Jasmine Nishimura
222 East 112th St.
New York, NY 10029
Counsel for the Debtors:
Randy M. Kornfeld, Esq.
KORNFELD & ASSOCIATES, P.C
240 Madison Avenue, 8th Flr.
New York, NY 10016
Telephone: (212) 759-6767
Facsimile: (212) 759-6767
E-mail: rkornfeld@kornfeldassociates.com
Daniel Benyamin and Lucy Benyamin sought Chapter 11 protection
(Bankr. S.D.N.Y. Case No. 17-12677) on Sept. 25, 2017. The Debtors
tapped Randy M. Kornfeld, Esq., at Kornfeld & Associates, P.C. as
counsel.
DAVID AINSWORTH: $28K Sale of Two Dirt Scrapers to Curtis Approved
------------------------------------------------------------------
Judge Marvin Isgur of the U.S. Bankruptcy Court for the Southern
District of Texas authorized David W. Ainsworth, Sr.'s sale of (i)
a 2001 Reynolds 12C10 dirt scraper, Serial #32346, and (ii) a 1981
Reynolds 12C dirt scraper, Serial #19046, to Curtis Fox Ranches for
$28,424.
The sale is free and clear of all liens, claims, encumbrances and
interests.
The Debtor is ordered to deposit the proceeds of the sale in a
separate DIP bank account at an approved depository, where the
funds will remain subject to any and all liens and encumbrances
pending further order of the Court.
Without limiting the sale hereunder free and clear of all liens,
claims, encumbrances and interests in any way to the extent
provided herein, a certified copy of the Order may be filed with
the appropriate clerk and/or recorded with the appropriate recorder
in any jurisdiction to further evidence the cancellation of the
liens, claims, encumbrances and interests of record with respect to
the Sold Property and such recorders are authorized and directed to
accept such filings.
Pursuant to Rule 6004(h) of the Federal Rules of Bankruptcy
Procedure, the Order will be effective immediately upon entry and
the 14-day stays under such rule is waived.
David W. Ainsworth, Sr. sought Chapter 11 protection (Bankr. S.D.
Tex. Case No. 17-20418) on Oct. 2, 2017. The Debtor tapped
Nathaniel Peter Holzer, Esq., at Jordan Hyden Womble Culbreth &
Holzer PC, as counsel.
DAYA MEDICALS: Unsecured Creditors to Get 21.8% Under Amended Plan
------------------------------------------------------------------
Daya Medicals, Inc., amended the disclosure statement explaining
its modified plan of reorganization to provide that general
unsecured creditors, classified in Class 2, will receive a
distribution of 21.8% of their allowed claims, to be distributed as
follows: quarterly payments for five years with the first quarterly
payment being made on Oct. 31, 2018 and with 3.86% of their allowed
claim being paid in Year 1 including an initial payment of 3.15% of
their allowed claim paid on the effective date of the Plan, 1.89%
of their allowed claim will be paid in Year 2, 3.78% of their
allowed claim will be paid in Year 3, 5.67% of their allowed claim
will be paid in Year 4, and 6.62% of their allowed claim will be
paid in Year 5.
Quarterly payments will be made on Oct. 31, Jan. 31, April 30, and
July 31 with the final payment being made on July 31, 2023.
The Effective Date of the Plan is Oct. 31, 2018.
Payments and distributions under the Plan will be funded by royalty
payments received from the Debtor's licensee, Daya Medicals, Inc.
(Canada) (f/k/a 2407216 Ontario Inc). These royalty payments will
be paid at a rate of 3% of gross sales from sales of the Arthur
software platform and the MedPod device.
The Licensee was formed on Feb. 14, 2014 by insider of the Debtor,
Justin Daya, and non-insider, Jason Kipfer. The Licensee is
majority owned and controlled by insider of the Debtor, Justin
Daya. Justin Daya owns 99.7% of the Licensee while non-insider,
Jason Kipfer, owns 0.3%. Jason Kipfer is a former Senior Business
Development Officer of the Waterloo Region Economic Development
Corporation in Ontario, Canada. Mr. Kipfer's role in the Licensee
is to assist in procuring new purchasing contracts, assisting in
overall operations, and working with provincial and federal
government agencies to develop and maintain government contracts
and grants for Licensee. Justin Daya, Dr. Kantilal Daya (an
insider of the Debtor), and Jason Kipfer are the three directors of
the Licensee. Justin Daya is Chief Executive Officer of the
Licensee and Jason Kipfer is the Director of Operations.
The Licensee may also provide royalty advances to the Debtor in
order to meet the Debtor's obligations under the Plan.
A full-text copy of the Amended Disclosure Statement is available
at:
http://bankrupt.com/misc/flsb15-24931-225.pdf
About Daya Medicals
Since 1996, Daya Medicals, Inc., has been in the business of
research and development of intellectual property related to
biomedical technologies and licensing, such as intellectual
property to licenses in exchange for royalty payments.
Daya Medicals filed a Chapter 11 petition (Bankr. S.D. Fla. Case
No. 15-24931) on Aug. 18, 2015, and is represented by Michael D.
Moccia, Esq., at Law Office of Michael D. Moccia, PA, in Boca
Raton, Florida.
In the petition signed by CEO Justin K. Daya, the Debtor estimated
$1 million to $10 million in assets and $1 million to $10 million
in liabilities. The case is assigned to Judge Erik P. Kimball.
DKG CAPITAL: Working Capital Deficit Raises Going Concern Doubt
---------------------------------------------------------------
DKG Capital, Inc., filed its quarterly report on Form 10-Q,
disclosing a net income of $262,899 on $464,229 of revenue for the
three months ended March 31, 2018, compared with a net loss of
$9,148 on $nil of revenue for the same period in 2017.
At March 31, 2018, the Company had total assets of $1,610,263,
total liabilities of $523,719, all current, and $1,086,544 in total
stockholders' equity.
Since its inception, the Company has been engaged substantially in
financing activities and developing its business plan and
marketing. As a result, the Company has incurred net recurring
losses and an accumulated deficit. As of March 31, 2018, the
Company has a working capital deficit. In addition, the Company's
development activities since inception have been financially
sustained through the sale of capital stock and capital
contributions from note holders. These conditions raise
substantial doubt as to the Company's ability to continue as a
going concern.
A copy of the Form 10-Q is available at:
https://is.gd/mWyYbI
About DKG Capital, Inc.
DKG Capital, Inc., was in the business of developing software
including gaming products and investment products and, after the
appointment of its current CEO, Mr. Tesheb Casimir, he shifted the
business focus to the development of mobile applications, online
marketing, social media platforms and provision of various leisure
services to high net worth clients. During the last quarter of
2017, the Company started tapping into the asset tokenization
market and selling asset tokenization solutions.
EDEN HOME: Hires San Antonio Commercial as Real Estate Broker
-------------------------------------------------------------
Eden Home, Inc., seeks authority from the U.S. Bankruptcy Court for
the Western District of Texas to employ CF Commercial Brokerage,
LLC, d/b/a San Antonio Commercial Advisors, as real estate broker.
The Debtor owns the real property located at EdenHill Communities
located at Lakeview Blvd., New Braunfels, Texas 78130, a continuing
care retirement community on approximately 15 acres of land.
San Antonio Commercial Advisors has entered into a Co-Broker
Agreement with Cushman & Wakefield US, Inc.
In the case of a sale of the Debtor's Property, San Antonio
Commercial Advisors shall charge the Debtor a 1.50% commission on
the total gross sales proceeds received by the Debtor.
In the case of an affiliated transaction on the Debtor's Property,
San Antonio Commercial Advisors shall charge the Debtor a
commission of 1.125% of any current-pay bonds assumed, plus 0.05%
of the par amount of any deferred-pay and/or subordinate bonds.
Upon the consummation of a sale or an affiliated transactions
during the time period specified in the Application and the Listing
Agreement, the minimum commission payable to San Antonio Commercial
Advisors will be $200,000.
Scott Weems, senior director of San Antonio Commercial Advisors,
attests that Brokers do not represent or hold any interest adverse
to the Debtor, its estate, creditors, or affiliates in the matter
upon which the Brokers are engaged, and are "disinterested persons"
within the meaning of Section 101(14) of the Bankruptcy Code
The brokers can be reached through:
Scott Weems
San Antonio Commercial Advisors
200 E. Grayson Street, Suite 124
San Antonio, TX 78215
Phone: 210-824-9080
Fax: 210-824-1840
Email: sweems@sacadvisors.com
About Eden Home
Located in New Braunfels, Texas, Eden Home, Inc., d/b/a EdenHill
Communities -- https://www.edenhill.org/ -- is a not-for-profit,
faith-based organization that provides independent living,
affordable housing, assisted living, skilled nursing and
rehabilitation, long-term care and memory care services. The
EdenHill Communities Transportation Department provides ADA
services in support of seniors and individuals with disabilities.
Eden Home, Inc., filed a Chapter 11 petition (Bankr. W.D. Tex. Case
No. 18-50608) on March 16, 2018. In the petition signed by
Laurence P. Dahl, CEO and executive director, the Debtor estimated
assets and liabilities of $10 million to $50 million. Judge Craig
A. Gargotta is the case judge. Dykema Cox Smith is the Debtor's
counsel.
EDEN HOME: Seeks to Hire Cushman & Wakefield as Real Estate Broker
------------------------------------------------------------------
Eden Home, Inc., seeks authority from the U.S. Bankruptcy Court for
the Western District of Texas to employ Cushman & Wakefield as real
estate broker.
The Debtor owns the real property located at EdenHill Communities
located at Lakeview Blvd., New Braunfels, Texas 78130, a continuing
care retirement community on approximately 15 acres of land.
Cushman & Wakefield has entered into a Co-Broker Agreement with CF
Commercial Brokerage, LLC d/b/a San Antonio Commercial Advisors.
In the case of a sale of the Debtor's Property, San Antonio
Commercial Advisors shall charge the Debtor a 1.50% commission on
the total gross sales proceeds received by the Debtor.
In the case of an affiliated transaction on the Debtor's Property,
San Antonio Commercial Advisors shall charge the Debtor a
commission of 1.125% of any current-pay bonds assumed, plus 0.05%
of the par amount of any deferred-pay and/or subordinate bonds.
Upon the consummation of a sale or an affiliated transactions
during the time period specified in the Application and the Listing
Agreement, the minimum commission payable to San Antonio Commercial
Advisors shall be $200,000.00.
Allen McMurtry, Executive Director of Cushman & Wakefield, attests
that the Brokers do not represent or hold any interest adverse to
the Debtor, its estate, creditors, or affiliates in the matter upon
which the Brokers are engaged, and are "disinterested persons"
within the meaning of section 101(14) of the Bankruptcy Code.
The brokers can be reached through:
Allen McMurtry
Cushman & Wakefield
One Tampa City Center, Suite 3300
Phone: 813-349-8349
Fax: 813-349-8600
Email: allen.mcmurtry@cushwake.com
About Eden Home
Located in New Braunfels, Texas, Eden Home, Inc., d/b/a EdenHill
Communities -- https://www.edenhill.org/ -- is a not-for-profit,
faith-based organization that provides independent living,
affordable housing, assisted living, skilled nursing and
rehabilitation, long-term care and memory care services. The
EdenHill Communities Transportation Department provides ADA
services in support of seniors and individuals with disabilities.
Eden Home, Inc., filed a Chapter 11 petition (Bankr. W.D. Tex. Case
No. 18-50608) on March 16, 2018. In the petition signed by
Laurence P. Dahl, CEO and executive director, the Debtor estimated
assets and liabilities of $10 million to $50 million. Judge Craig
A. Gargotta is the case judge. Dykema Cox Smith is the Debtor's
counsel.
ENDLESS SALES: 2nd Amended Joint Plan Confirmed
-----------------------------------------------
Endless Sales, Inc., together with Creditor Brian Firkins, filed a
Second Amended Joint Plan of reorganization on January 22, 2018,
under Chapter 11 of the Bankruptcy Code with the US Bankruptcy Code
for the District of Colorado.
The Court, on May 30, finds and orders the Joint Plan as confirmed
as there being no objections been filed. The Court having
considered the Declaration of Brian Firkins in Support of
Confirmation of the Plain. The provisions of Chapter 11 of the
Bankruptcy Code have been complied with, in that the Joint Plan has
been proposed in good faith and not by any means forbidden by law.
As previously reported by The Troubled Company Reporter, the
Debtor's latest plan provides that general unsecured creditors
holding Class 5 claims are entitled to elect one of two options.
Class 5 creditors who elect the first option will receive a cash
payment in the amount of 75% of their allowed claims within 60 days
of the effective date of the plan. Meanwhile, Class 5 creditors
who elect the second option will receive a pro rata distribution of
monthly payments in an amount necessary to pay their claims in full
over three years from the effective date. Class 5 creditors are
required to make their election at the time of submitting a vote to
accept or reject the company's plan. If a creditor does not make
an election, such creditor will receive the first option by
default, according to the latest disclosure statement, which
explains the plan.
The First Amended Disclosure Statement provided that based upon the
Debtor's analysis of the claims, it is expected that the total
amount of the allowed unsecured claims will be $342,438.63. The
total amount of Class 5 Claims receiving distributions under the
First Amended Plan will be $185,438.63. If all Class 5 claimants
elect to receive Option 1, or are deemed to receive Option 1 by
default, the total amount to be distributed to Class 5 Claims
within sixty (60) days of the Effective Date of the First Amended
Plan will be $139,078.97. If all Class 5 claimants receiving
distributions elect to receive Option 2, the total monthly payment
distributed pro rata to Class 5 Claims shall be $5,151.07.
The Second Amended Disclosure Statement provided that based upon
the Debtor's analysis of the claims, it is expected that the total
amount of the allowed unsecured claims will be $310,772.62. The
total amount of Class 5 Claims receiving distributions under the
Second Amended Plan will be $153,770.62. If all Class 5 claimants
elect to receive Option 1, or are deemed to receive Option 1 by
default, the total amount to be distributed to Class 5 Claims
within sixty (60) days of the Effective Date of the Second Amended
Plan will be $115,327.97. If all Class 5 claimants receiving
distributions elect to receive Option 2, the total monthly payment
distributed pro rata to Class 5 Claims shall be $4,271.41.
A full-text of the second amended disclosure statement is available
for free at:
http://bankrupt.com/misc/cob17-11037-222.pdf
A full-text copy of the amended disclosure statement is available
for free at:
http://bankrupt.com/misc/cob17-11037-219.pdf
About Endless Sales
Based in Denver, Colorado, Endless Sales, Inc., is engaged in
buying, refurbishing and reselling used forklifts, and designs and
manufactures its own line of forklifts.
Endless Sales, which conducts business under the name of Discount
Forklift, Discount Forklift Brokers and Octane Forklifts, filed a
Chapter 11 petition (Bankr. D. Colo. Case No. 17-11037) on Feb. 13,
2017. The petition was signed by Brian Firkins, president.
The Debtor disclosed total assets of $2.56 million and total
liabilities in the amount of $1.78 million.
The case is assigned to Judge Elizabeth E. Brown.
The Debtor is represented by Jeffrey S. Brinen, Esq., and Keri L.
Riley, Esq., at Kutner Brinen, P.C.
No official committee of unsecured creditors has been appointed in
the case.
ENDONOVO THERAPEUTICS: Needs Capital to Continue as Going Concern
-----------------------------------------------------------------
Endonovo Therapeutics, Inc., filed its quarterly report on Form
10-Q, disclosing a net loss of $618,917 on $6,972 of revenue for
the three months ended March 31, 2018, compared with a net loss of
$7,764,976 on $nil of revenue for the same period in 2017.
At March 31, 2018, the Company had total assets of $4.47 million,
total liabilities of $13.09 million, and $8.62 million in total
stockholders' deficit.
The Company has raised approximately $630,000 in debt and equity
financing for the period January 1, 2018 to March 31, 2018. The
Company is raising additional capital through debt and equity
securities in order to continue the funding of its operations.
However, there is no assurance that the Company can raise enough
funds or generate sufficient revenues to pay its obligations as
they become due, which raises substantial doubt about its ability
to continue as a going concern. No adjustments have been made to
the carrying value of assets or liabilities as a result of this
uncertainty. To reduce the risk of not being able to continue as a
going concern, management is commercializing its FDA cleared and CE
marked products and has partially implemented its business plan to
materialize revenues from potential, future, license agreements,
has initiated a private placement offering to raise capital through
the sale of its common stock and is seeking out profitable
companies.
A copy of the Form 10-Q is available at:
https://is.gd/Z2D9uD
About Endonovo Therapeutics, Inc.
Endonovo Therapeutics, Inc. (OTCQB: ENDV), is a commercial stage
developer of non-invasive medical devices designed to deliver its
proprietary Electroceutical (TM) Therapy for the treatment of
inflammatory conditions, cardiovascular diseases and central
nervous system disorders.
ESCALERA RESOURCES: $2.7M Sale of Atlantic Rim Assets to Aspen OK'd
-------------------------------------------------------------------
Judge Thomas B. McNamara of the U.S. Bankruptcy Court for the
District of Colorado authorized Escalera Resources Co.s' sale of
its Atlantic Rim assets to Aspen Oil and Gas Partners, LLC for
$2,666,000.
The sale is free and clear of any interests in the Assets.
The Debtor is authorized to pay, from the proceeds: (a) customary
closing costs including recording fees, (b) accrued and unpaid
post-petition taxes, (c) Warrior Welding' s lien claim; and (d) any
personal property taxes secured by a lien on personal property
being sold under the PSA, to the extent any such lien is senior to
the liens of the Senior Secured Lenders.
Further, upon closing, the Debtor will immediately transfer to
Societe Generale, as Administrative Agent under the Credit
facility, the amount of $1.5 million in immediately available
funds. To the extent not satisfied in full by such payment, the
secured claim of the Administrative Agent under the Credit
Agreement will attach to any remaining proceeds of its collateral.
The Debtor is authorized to assume and assign the executory
contracts and unexpired leases.
The Order shal be effective immediately upon entry pursuant to
Bankruptcy Rules 6004(h) and 6006(d). No automatic stay of the
execution will apply with respect to it and the Order is final
order.
Notwithstanding anything else contained in the Order or the PSA and
pursuant to Joint Sale Order and the Stipulation and Term Sheet
approved by the Joint Sale Order, the Debtor will pay Warren
Resources, Inc. at closing of the sale to Aspen , and from the
proceeds of such sale or other cash on hand of the Debtor, $486,684
in full and final satisfaction of all amounts owed by the Debtor to
Warren and its affiliates related to the Gas Transportation
Agreement between Warren Energy Services, LLC and the Debtor.
As adequate assurance of future performance under the Federal
Leases, Aspen assumes and will succeed all liabilities of the
Debtor thereunder.
No warranty is made by the Bureau of Land Management as to the
Debtor's interest in or status of the Federal leases identified or
referenced in the Order.
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.
ET SOLAR: Unsecureds' Recovery Cut to 10.55% Under Amended Plan
---------------------------------------------------------------
ET Solar, Inc.'s amended disclosure statement explaining its
amended Chapter 11 Plan reduced the estimated recovery of general
unsecured creditors from 11.73% to 10.55%.
Class 2(b) (General Unsecured Creditors) will receive a pro-rata
share of a fund totaling $1,676,043.93 First Distribution. Fifteen
days after the Effective Date the Distribution Agent will pay:
(a) 100% of allowed administrative claims other than that of
Binder & Malter, LLP, which shall receive 75% of its allowed
administrative claim;
(b) 100% of allowed unsecured priority tax claims, excluding
CBP's secured claim;
(c) 75% of priority wage claims;
(d) 75% of the allowed secured claim of NC State Renewables,
LLC;
(e) 100% of the allowed class 2A; and
(f) Remaining available cash on a pro rata basis to the holders
of allowed Class 2B general unsecured claims.
The Distribution Agent will, following the First Distribution,
distribute available cash to holders of allowed claims on the first
business day following July 1, 2018, and the first business day
following the January 1 and July 1 thereafter for the term of the
Plan subject to the discretion of the Distribution Agent to combine
any Biannual Distribution with the next Biannual Distribution in
the interest of economy and efficiency.
A full-text copy of the Disclosure Statement dated May 30 is
available at:
http://bankrupt.com/misc/canb17-43031-193.pdf
About ET Solar
Based in Pleasanton, California, ET Solar, Inc., is a solar energy
equipment supplier. ET Solar sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. N.D. Cal. Case No. 17-43031) on Dec. 4,
2017. In the petition signed by Steppe Hao, its president, the
Debtor estimated assets of less than $50,000 and liabilities of $10
million to $50 million. Judge Charles Novack presides over the
case. Binder & Malter, LLP, is the Debtor's legal counsel; and
Sensiba San Filippo LLP is the accountant.
EV ENERGY PARTNERS: Exits Chapter 11 Protection as Harvest Oil
--------------------------------------------------------------
EV Energy Partners L.P., notified the U.S. Bankruptcy Court in
Delaware that the effective date of their First Modified Joint
Prepackaged Chapter 11 Plan of Reorganization occurred and the
Debtors emerged from bankruptcy protection on June 4, 2018.
According to a filing with the Securities and Exchange Commission,
the Company said, "On June 4, 2018, the Plan became effective and
the Debtors emerged from their Chapter 11 Cases. In connection with
the Chapter 11 Cases and the Plan, EVEP and the Contributing
Noteholders (as defined in the Plan) effectuated certain
restructuring transactions, pursuant to which EVEP's equity was
cancelled and EVEP transferred all of its assets and operations to
Harvest Oil & Gas Corp., a Delaware corporation in accordance with
the Plan. As a result, EVEP will be dissolved and Harvest became
the successor reporting company to EVEP pursuant to Rule 15d-5 of
the Securities Exchange Act of 1934, as amended.
On May 17, 2018, the Court entered an order confirming the Debtors'
First Modified Joint Prepackaged Plan of Reorganization, dated May
11, 2018.
About EV Energy Partners, L.P.
EV Energy Partners, L.P. -- https://www.evenergypartners.com/ -- is
a publicly traded, master limited partnership engaged in acquiring,
producing and developing oil and natural gas properties. The
company is headquartered in Houston, Texas.
EV Energy Partners and 13 of its subsidiaries filed voluntary
petitions under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Lead Case No. 18-10814) on April 2, 2018. The Debtors disclosed
total assets of $1.442 billion and total debt of $813.8 million as
of Dec. 31, 2017.
The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis
International LLP as general bankruptcy counsel; Pachulski Stang
Ziehl & Jones LLP as local bankruptcy counsel; Parella Weinberg
Partners LP as financial advisor; Deloitte & Touche LLP as
restructuring advisor; and Prime Clerk LLC as notice, claims &
balloting agent and administrative advisor.
EV ENERGY PARTNERS: Post-Effective Date Transactions Disclosed
--------------------------------------------------------------
In conjunction with its emergence from Chapter 11 bankruptcy
protection, EV Energy Partners L.P., disclosed in a filing with the
Securities and Exchange Commission, these post-effective date
transactions:
Exit Facility
On the Effective Date, pursuant to the terms of the Plan, EV
Properties, L.P., as borrower, and Harvest, as parent, entered into
a Credit Agreement with the lenders party thereto and JPMorgan
Chase Bank, N.A., as administrative agent, providing for a new
reserve-based revolving loan with a maximum credit amount of $1
billion.
The initial borrowing base in respect of the RBL is $325 million
and there are no scheduled borrowing base redeterminations until
April 1, 2019, and semi-annually thereafter. Scheduled borrowing
base redeterminations will take place semi-annually thereafter and
unscheduled borrowing base redeterminations will take place between
scheduled redeterminations at the election of either EV Properties
or lenders holding 66-2/3% of the commitments, in either case once
in any calendar year. From and after the Effective Date, the
borrowing base is subject to automatic reduction in the event of
the issuance of certain senior unsecured debt, the termination of
certain hedging agreements and disposition of certain oil and gas
properties, and any failure of EV Properties to provide
satisfactory title information as to properties representing at
least 85% of the value in the reserve report delivered in
connection with a scheduled borrowing base redetermination. As of
the Effective Date, approximately $297 million in borrowings and
approximately $0.2 million in undrawn letters of credit are
outstanding under the RBL.
The outstanding borrowings under the RBL bear interest at a rate
equal to a customary interbank offered rate plus an applicable
margin of 2.5% to 3.5% per annum, based upon utilization. The RBL
is not subject to amortization. The RBL matures on February 26,
2021.
The obligations under the Credit Agreement are guaranteed by
Harvest and its consolidated subsidiaries (other than EV Energy
Finance Corp. and EV Properties), subject to customary exceptions
(collectively, the "Grantors"). On the Effective Date, Grantors
entered into a Guaranty and Collateral Agreement in favor of
JPMorgan Chase Bank, N.A., as administrative agent for the benefit
of the secured parties, pursuant to which the obligations of the
Grantors under the Credit Agreement were secured by liens on
substantially all personal property of the Grantors, subject to
customary exceptions. Concurrently with closing the Credit
Agreement, the Grantors are required to execute certain mortgages
in order to grant liens on no less than 95% of the total value of
the proved reserves of the oil and gas properties of the Grantors,
and certain equipment and facilities associated therewith, as
required under the terms of the Credit Agreement.
The Credit Agreement requires Harvest to maintain (i) a ratio of
total debt to its most recent four quarters EBITDAX of no greater
than 4.0 to 1.0 and (ii) a ratio of current assets (including
unused commitments under the RBL) to current liabilities of no less
than 1.0 to 1.0, in each case, measured as of the last day of each
full fiscal quarter following the Effective Date, with EBITDAX
annualized for elapsed full quarters following the Effective Date
until four full quarters following the Effective Date have
elapsed.
The Credit Agreement also contains customary affirmative and
negative covenants, including as to compliance with laws (including
environmental laws, ERISA and anti-corruption laws), maintenance of
required insurance, delivery of quarterly and annual financial
statements, oil and gas engineering reports and budgets,
maintenance and operation of property (including oil and gas
properties), restrictions on the incurrence of liens and
indebtedness, entering into mergers, consolidations and sales of
assets, and transactions with affiliates and other customary
covenants.
The Credit Agreement contains customary events of default and
remedies for credit facilities of this nature. If EV Properties
does not comply with the financial and other covenants in the
Credit Agreement, the lenders may, subject to customary cure
rights, require immediate payment of all amounts outstanding under
the Credit Agreement.
Registration Rights Agreement
On the Effective Date, in accordance with the Plan, Harvest entered
into a Registration Rights Agreement with certain recipients of
shares of its common stock, par value $0.01 per share distributed
on the Effective Date that are Contributing Noteholders.
The Registration Rights Agreement requires Harvest to file a shelf
registration statement that includes the Registrable Securities
whose inclusion has been timely requested and use its reasonable
best efforts to have the Initial Shelf Registration Statement
declared effective as soon as possible after Harvest files its
first Quarterly Report on Form 10-Q following the Effective Date.
The Registration Rights Agreement also provides the Registration
Rights Holders the ability to demand registrations or underwritten
shelf takedowns subject to certain requirements and exceptions.
In addition, if Harvest proposes to register shares of New Common
Stock in certain circumstances, the Registration Rights Holders
will have certain "piggyback" registration rights, subject to
restrictions set forth in the Registration Rights Agreement, to
include their shares of New Common Stock in the registration
statement.
These registration rights are subject to certain conditions and
limitations, including the right of the underwriters to limit the
number of shares to be included in a registration statement and the
Harvest's right to delay or withdraw a registration statement under
certain circumstances. The Company will generally pay all
registration expenses in connection with its obligations under the
Registration Rights Agreement, regardless of whether a registration
statement is filed or becomes effective. The registration rights
granted in the Registration Rights Agreement are subject to
customary indemnification and contribution provisions, as well as
customary restrictions such as blackout periods.
The Registration Rights Agreement also provides that (a) for so
long as Harvest is subject to the requirements to publicly file
information or reports with the Commission pursuant to Section 13
or 15(d) of the Exchange Act, Harvest will use best efforts to
timely file all information and reports with the Commission and
comply with all such requirements, and (b) if Harvest is not
subject to the requirements of Section 13 or 15(d) of the Exchange
Act, make available information necessary to comply with Section
4(a)(7) of the Securities Act of 1933, as amended (the "Securities
Act") and Rule 144 and Rule 144A, if available with respect to
resales of the Registrable Securities under the Securities Act, at
all times, all to the extent required from time to time to enable
such Registration Rights Holder to sell Registrable Securities
without registration under the Securities Act.
2018 Omnibus Incentive Plan
As provided in the Plan, the Company adopted the 2018 Omnibus
Incentive Plan (the "2018 OIP"), pursuant to which employees,
directors, consultants and other service providers of the Company
and its subsidiaries are eligible to receive stock options, stock
appreciation rights, restricted stock, restricted stock units,
other stock-based awards, and cash-based awards.
The Compensation Committee of the Company's Board of Directors (the
"Board") (or any properly delegated subcommittee thereof) or a
committee of at least two people as the Board may appoint or, if no
such committee or subcommittee has been appointed by the Board, the
Board (the "Committee") will administer the 2018 OIP. The Committee
has broad authority under the 2018 OIP to, among other things: (i)
select participants; (ii) determine the types of awards that
participants are to receive and the number of shares or the amount
of cash that are to be subject to such awards and grant such
awards; and (iii) determine the terms, conditions and restrictions
of awards, including the applicable performance criteria relating
to the award.
As of the Effective Date, subject to adjustment as provided for
under the 2018 OIP, an aggregate of 689,362 shares of New Common
Stock are reserved for issuance under the 2018 OIP, all of which
may be granted in the form of incentive stock options. In addition,
in each calendar year during any part of which the 2018 OIP is in
effect, a non-employee member of the Board may not (x) be granted
awards having a grant date fair value (determined pursuant to
Financial Accounting Standards Board Accounting Standards
Codification Topic 718 or such other applicable financial
accounting rules) in excess of $500,000 or (y) receive total
compensation (including awards, retainers and other fees related to
service on the Board or committees of the Board, whether paid
currently or on a deferred basis and whether paid in cash, New
Common Stock or other property) for such non-employee member's
service on the Board in excess of $750,000; provided, that, the
foregoing limits will be without regard to grants of awards, if
any, made to a non-employee member of the Board during any period
in which such individual was an employee of the Company or one of
its subsidiaries or was otherwise providing services to the Company
or one of its subsidiaries other than in the capacity as a director
of the Company.
To the extent that an award expires, lapses, or is cancelled,
forfeited or terminated without the issuance to the participant of
the full number of shares of New Common Stock to which the award
related, the unissued shares will again be available for grant
under the 2018 OIP. Shares of New Common Stock will be deemed to
have been issued in settlement of awards if the fair market value
equivalent of such shares is paid in cash in connection with such
settlement; provided, however that no shares will be deemed to have
been issued in settlement of a stock appreciation right or
restricted stock unit that provides for settlement only in cash and
settles only in cash or in respect of any cash-based awards. In no
event will shares of New Common Stock tendered or withheld on
exercise of options or other award for the payment of the exercise
price or purchase price or used to satisfy tax obligations of the
participant again become available for other awards under the 2018
OIP. As is customary in incentive plans of this nature, each share
limit and the number and kind of shares available under the 2018
OIP and any outstanding awards, as well as the exercise or purchase
prices of awards, and performance targets under awards, are subject
to adjustment in the event of certain reorganizations, mergers,
combinations, recapitalizations, stock splits, stock dividends or
other similar events that change the number or kind of shares
outstanding, extraordinary cash dividends or distributions of
property or securities to the Company's stockholders and unusual or
nonrecurring events affecting the Company and its subsidiaries or
the financial statements of the Company or any of its
subsidiaries.
Warrant Agreement
On the Effective Date and pursuant to the Plan, Harvest entered
into a Warrant Agreement, between Harvest, Computershare Inc. and
its wholly owned subsidiary Computershare Trust Company, N.A.,
which provides for Harvest's issuance of up to an aggregate of
800,000 warrants to purchase New Common Stock to former holders of
Existing Equity Interests on the Effective Date in accordance with
the terms of the Plan, the Confirmation Order and the Warrant
Agreement.
The New Warrants are exercisable from the date of issuance until
5:00 p.m., New York City time, on the fifth anniversary of the
Effective Date, at which time, all unexercised Warrants will
expire, and the rights of the holders of such Warrants to purchase
New Common Stock will terminate. The New Warrants are initially
exercisable for one share of New Common Stock, per Warrant at an
initial exercise price of $37.48 per Warrant.
Pursuant to the Warrant Agreement, no holder of a New Warrant, by
virtue of holding or having a beneficial interest in a New Warrant,
will have the right to vote, consent, receive dividends, receive
notice as stockholders with respect to any meeting of stockholders
for the election of Harvest's directors or any other matter, or
exercise any rights whatsoever as a stockholder of Harvest unless,
until and only to the extent such holders become holders of record
of shares of New Common Stock issued upon settlement of New
Warrants.
The number of shares of New Common Stock for which a New Warrant is
exercisable, and the Exercise Price, are subject to adjustment from
time to time upon the occurrence of certain events, including: (1)
stock splits, reverse stock splits or stock dividends to all or
substantially all of the holders of New Common Stock; (2) any
combination or subdivision in respect of New Common Stock; or (3)
certain special dividends issued to all holders of New Common
Stock.
EnerVest Services Agreement
On the Effective Date and pursuant to the Plan, Harvest entered
into a Services Agreement with EnerVest, Ltd. and EnerVest
Operating, L.L.C. Pursuant to the Services Agreement, among other
things, EnerVest and its affiliates will continue to provide, or
cause to be provided, certain administrative, management,
operating, and other services and support to Harvest following the
Effective Date.
Harvest will pay to EnerVest a management fee equal to $1,433,333
per month (prorated for partial months), and will reimburse
EnerVest for certain other reasonable and documented fees and
expenses incurred by EnerVest in connection with providing the
Services, including direct operating expenditures and capital
expenditures related to Harvest's assets. The management fee is
subject to annual redetermination by agreement of the parties or
dispute resolution procedures. Adjustments may also be made for
acquisitions or divestitures over $5 million. EnerVest will provide
the Services until December 31, 2020, following which the parties
to the Services Agreement may extend the term for additional
periods of up to one year by providing written notice to the other
party at least 90 days prior to the end of the then current term.
Cancellation of Equity Interests
In accordance with the Plan, each of EVEP's units representing
limited partner interests ("units") outstanding prior to the
Effective Date was cancelled and extinguished, and each of such
units has no further force or effect after the Effective Date.
Debt Securities and Credit Agreement
In accordance with the Plan, on the Effective Date, all outstanding
obligations under the Indenture, dated as of March 22, 2011, among
EVEP, EV Energy Finance Corp., the guarantors listed on the
signature page thereto and U.S. Bank National Association were
canceled.
In accordance with the Plan, on the Effective Date, all outstanding
obligations under the Second Amended and Restated Credit Agreement,
dated as of April 26, 2011 by and among EVEP, EV Properties, L.P.,
and JPMorgan Chase Bank, N.A. as administrative agent for the
lenders named therein entered into by EVEP and the related
collateral agreements were cancelled and the credit agreement
governing such obligations was cancelled.
On the Effective Date, pursuant to the Plan:
* 9,500,000 shares of New Common Stock were issued pro rata to
holders of the Senior Notes with claims allowed under the Plan;
* 500,016 shares of New Common Stock were issued pro rata to
holders of units of EVEP prior to the Effective Date; and
* 800,000 New Warrants to purchase 800,000 shares of New
Common Stock were issued to the holders of units of EVEP prior to
the Effective Date.
The New Common Stock and the New Warrants (and any shares of New
Common Stock issued pursuant to the exercise of the New Warrants)
will be issued under the Plan pursuant to an exemption from the
registration requirements of the Securities Act under Section 1145
of the Bankruptcy Code.
As of the Effective Date, there were 10,000,016 shares of New
Common Stock issued and outstanding.
In addition, in connection with the restructuring transactions
under the Plan and in reliance on the exemption from the
registration requirements of the Securities Act provided by Section
1145 of the Bankruptcy Code, Harvest issued (1) 79,000 shares of 8%
Cumulative Nonparticipating Redeemable Series A Preferred Stock
(the "Series A Preferred Stock") to its indirectly wholly-owned
subsidiary EV Midstream, L.P. for consideration of $790,000 and (2)
21,000 shares of Series A Preferred Stock to one employee of the
Company and one employee of EnerVest for consideration of services
to the Company pursuant to Preferred Stock Purchase Agreements,
dated as of the Effective Date.
The Series A Preferred Stock was issued pursuant to the Certificate
of Designations, dated as of the Effective Date. Each holder of the
Series A Preferred Stock is entitled to receive mandatory and
cumulative dividends payable semi-annually in arrears with respect
to each dividend period ending on and including the last calendar
day of each six-month period ending June 4 and December 4, at a
rate per share of Series A Preferred Stock equal to 8.0% per annum
payable upon the Liquidation Preference (as defined in the
Certificate of Designations) payable in kind unless another form of
payment is designated by the Board of Directors of the Company. In
the event that dividends due to each share of Series A Preferred
Stock have not been paid for a period of two consecutive Dividend
Periods (as defined in the Certificate of Designations), the
holders of the Series A Preferred Stock, as an independent class,
shall be entitled to nominate and vote to appoint one director of
the Board of Directors of the Company. Holders of shares of Series
A Preferred Stock have no right, by virtue of their status as
holders of shares of Series A Preferred Stock, to vote on any
matters on which holders of shares of New Common Stock are entitled
to vote.
The Series A Preferred Stock shall automatically be redeemed upon
the consummation of a Sale Transaction (as defined in the
Certificate of Designation) at a price equal to the Accrued
Liquidation Preference (as defined in the Certificate of
Designation). The Series A Preferred Stock may be redeemed at the
option of the Company after June 4, 2023, in whole or in part, at a
price equal to the Accrued Liquidation Preference. The Series A
Preferred Stock may be redeemed at the option of the holder after
June 4, 2039, in whole or in part, at a price equal to the Accrued
Liquidation Preference.
About EV Energy Partners, L.P.
EV Energy Partners, L.P. -- https://www.evenergypartners.com/ -- is
a publicly traded, master limited partnership engaged in acquiring,
producing and developing oil and natural gas properties. The
company is headquartered in Houston, Texas.
EV Energy Partners and 13 of its subsidiaries filed voluntary
petitions under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Lead Case No. 18-10814) on April 2, 2018. The Debtors disclosed
total assets of $1.442 billion and total debt of $813.8 million as
of Dec. 31, 2017.
The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis
International LLP as general bankruptcy counsel; Pachulski Stang
Ziehl & Jones LLP as local bankruptcy counsel; Parella Weinberg
Partners LP as financial advisor; Deloitte & Touche LLP as
restructuring advisor; and Prime Clerk LLC as notice, claims &
balloting agent and administrative advisor.
On May 17, 2018, the Court entered an order confirming the Debtors'
First Modified Joint Prepackaged Plan of Reorganization, dated May
11, 2018. The Company emerged from Chapter 11 on June 4.
FINCO I: S&P Hikes Issuer Credit Rating to BB, Outlook Negative
---------------------------------------------------------------
S&P Global Ratings said it raised its issuer credit rating on FinCo
I LLC (Fortress) to 'BB' from 'BB-'. The outlook is negative.
S&P said, "At the same time, we also raised our ratings on the
firm's first-lien revolving credit facility and term loan to 'BB'
from 'BB-'. The recovery rating remains '3', denoting our
expectation for a meaningful recovery (50%) in the event of
default."
The upgrade follows Fortress' announcement that it will pay down
$197 million in term loan borrowings in conjunction with a
repricing of its credit facility. S&P expects this paydown to be
followed by further debt reduction in future quarters.
Specifically, as per the terms of the credit agreement, 50% of the
aftertax net cash proceeds from the announced sale of OneMain
Financial and Nationstar Mortgage (both transactions are expected
to close in 2018) will be used to reduce debt. Additionally, S&P
expect the term loan's cash flow sweep may result in some paydown
at the end of 2018 and further voluntary repayments are also not
out of the question, in S&P's opinion.
The negative outlook reflects the negative outlook on Fortress'
parent company, SoftBank Group Corp. S&P said, "On a stand-alone
basis, we expect Fortress to have an improving profile based on our
expectation for further debt repayment and relatively good earnings
into 2018 and 2019.
"If SoftBank were to be downgraded, we would also downgrade
Fortress' issuer credit rating unless the company's leverage
declined to comfortably below 4x on a sustained basis, which we
would consider to be consistent with a 'bb' (versus 'bb-' now)
stand alone profile. We could also downgrade Fortress,
independently of any change in SoftBank's rating, if the company's
leverage increased to beyond 5x on a sustained basis.
"An upgrade is unlikely. In order for us to raise the rating,
Fortress' leverage would have to fall to below 3x while SoftBank's
rating remained 'BB+'."
FISHERMAN'S PIER: July 31 Plan Confirmation Hearing
---------------------------------------------------
Judge Raymond B. Ray of U.S. Bankruptcy Court for the Southern
District of Florida, Broward Division, approved the disclosure
statement on May 23, 2018 finding that the disclosure statement as
as amended contains adequate information regarding the Plan.
The confirmation hearing is scheduled to be conducted on July 31,
2018 at 1:30 p.m. and may be continued to a future date by notice
given in open court at the confirmation hearing. Objections to
confirmation of the Plan must be filed on July 16, 2018.
As previously reported by The Troubled Company Reporter, Spiro
Marchelos, 50% stockholder and president of debtor Fisherman's
Pier, Inc., and Soneet Kapila, Chapter 11 trustee, on one hand, and
J.J. Rissell, Allentown PA, Trust, the remaining 50% equity
interest holder of the Debtor, on the other hand, filed competing
Chapter 11 plans of reorganization and accompanying disclosure
statement for the Debtor.
The Trustee-proposed Plan provides for the payment in full, in
cash, to holders of Class 3 General Unsecured Trade Creditors.
These individual general unsecured creditors will be paid as
follows:
-- Everett Sorensen will be paid $10,000 per month for 61
months
-- Amilcar J. Adao will be paid $7,500 per month for 37 months
-- Zenaida Cohen will get 42% of the non-voting common stock of
the reorganized Debtor and $13,000 monthly payment for 198 months
Under the stockholder-proposed Plan, Class 3 General Unsecured
Creditors will be paid in full, in cash. Mr. Sorensen will be paid
the sum of $50,100 over 60 months, which amount will accrue at the
rate of 4.0% from the Effective Date. Mr. Adao will be paid
$75,000 in monthly payments. The reorganized Debtor will make the
minimum payment of $50,000 to Ms. Cohen with the balance to be paid
in equal monthly payments of $12,603 per month for 300 months.
A full-text copy of the Trustee-proposed Plan is available at:
http://bankrupt.com/misc/flsb17-22819-288.pdf
A full-text copy of the stockholder-proposed Plan is available at:
http://bankrupt.com/misc/flsb17-22819-301.pdf
About Fisherman's Pier
Fisherman's Pier Inc., which owns a fishing pier in Ft. Lauderdale,
Florida, sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. S.D. Fla. Case No. 17-22819) on Oct. 23, 2017. In the
petition signed by Martha Marchelos, its president, the Debtor
estimated assets and liabilities of $1 million to $10 million.
Judge Raymond B. Ray presides over the case. John A. Moffa, Esq.,
at Moffa & Breuer, PLLC, serves as the Debtor's bankruptcy
counsel.
On Dec. 15, 2017, the Court entered an order approving the
selection of Soneet R. Kapila, as the Chapter 11 Trustee. The
Trustee retained Rice Pugatch Robinson Storfer & Cohen, PLLC, as
counsel.
No official committee of unsecured creditors was appointed in the
case.
Spiro Marchelos, 50% stockholder and president of the Debtor, is
represented by Thomas R. Lehman, P.A., Esq., and Robin J. Rubens,
Esq., at Levine Kellogg Lehman Schneider & Grossman LLP, in Miami,
Florida. The J.J. Rissell, Allentown PA, Trust, the remaining 50%
equity interest holder of the Debtor, is represented by John A.
Moffa, Esq., and Stephen C. Breuer, Esq., at Moffa & Breuer, PLLC,
in Plantation, Florida.
FMTB BH: Taps Robinson Brog as Legal Counsel
--------------------------------------------
FMTB BH LLC received approval from the U.S. Bankruptcy Court for
the Eastern District of New York to hire Robinson Brog Leinwand
Greene Genovese & Gluck P.C. as its legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; negotiate with creditors; prepare a plan of
reorganization; and provide other legal services related to its
Chapter 11 case.
The firm's hourly rates range from $400 to $700 for shareholders,
$250 to $465 for associates, and $175 to $300 for paralegals.
Robinson Brog received a payment of $40,000 for services provided
prior to the petition date. In addition, the firm holds a retainer
in the sum of $26,717 for postpetition fees and expenses.
Fred Ringel, Esq., a shareholder of Robinson Brog, disclosed in a
court filing that the firm and its partners and associates are
"disinterested persons" as defined in section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Fred B. Ringel, Esq.
Robinson Brog Leinwand Greene
Genovese & Gluck P.C.
875 Third Avenue, 9th Floor
New York, NY 10022
Tel: 212-603-6301
Fax: 212-956-2164
E-mail: fbr@robinsonbrog.com
About FMTB BH LLC
FMTB BH LLC is a company currently under contract to purchase five
separate real properties located at 1821 Topping Avenue, Bronx New
York, which is owned by 1821 Topping Avenue LLC; 1974 Morris
Avenue, Bronx, New York, which is owned by 1974 Morris Avenue LLC;
1988 Morris Avenue, Bronx, New York, which is owned by 1988 Morris
Avenue LLC; 770 Beck Street, Bronx, New York, which is owned by 700
Beck Street LLC; and 1143 Forest Avenue, Bronx, New York, which is
owned by 1143 Forest Avenue LLC. The five properties have a
combined purchase price of $3.10 million.
The Debtor's filing was precipitated by its need to close on the
contracts of sale for the properties or risk losing its $845,000
deposit, in addition to paying back its creditors, which it cannot
do without closing on the properties.
FMTB BH sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. E.D.N.Y. Case No. 18-42228) on April 23, 2018. In the
petition signed by Martin Ehrenfeld, managing member, the Debtor
disclosed $3.94 million in assets and $1.23 million in liabilities.
Judge Carla E. Craig presides over the case.
GERMAN SANTANA: Notice of Appeal Filed Timely, Court Rules
----------------------------------------------------------
Debtors/Appellants German Rosado Santana and Lilian Alejandro Diaz
in the appeals case captioned GERMAN ROSADO SANTANA LILLIAN
ALEJANDRO DIAZ, Appellants, v. SANTANDER FINANCIAL SERVICES, INC.
Appellee, Appeal No. 18-1082 (GAG) (D.P.R.) filed a voluntary
petition under Chapter 11 of the Bankruptcy Code. On Dec. 1, 2017,
the bankruptcy court granted Creditor's motion to lift the
automatic stay. Two weeks later, Debtors filed a motion for
reconsideration, which the bankruptcy court denied on Jan. 26,
2018. On Feb. 9, 2018, Debtors filed a notice of appeal of the
order lifting the stay and the order denying the reconsideration.
Appellee moved to dismiss the appeal for lack of subject matter
jurisdiction because it was time-barred. District Judge Gustavo A.
Gelpi denied Appellee's motion to dismiss.
Appellee filed a motion seeking relief from the automatic stay. The
bankruptcy court held a hearing on August 29, 2017, and stated in
its minutes that the parties had thirty days to reach an agreement,
otherwise the stay would be lifted automatically ("Order #1").
On Sept. 12, 2017, Appellants filed a motion for reconsideration as
to Order #1 asking the bankruptcy court to amend the hearing's
minute. According to Appellants, the minutes' assertion that the
stay would lift automatically inaccurately reflected what was said
in court. Without ruling on Appellants' motion, the bankruptcy
court amended the minutes on Nov. 28, 2017. In relevant part, the
amended minutes state: "If no agreement is reached, the Court will
lift the stay under section 362(d)(1)."
Three days later, on December 1, the bankruptcy court entered an
order stating that it had amended the minutes, and therefore,
Appellant's motion for reconsideration was moot. In the same order,
it also granted Appellee's motion to lift the stay ("Order #2").
Appellee argues that the Court lacks subject matter jurisdiction
over this appeal because it was untimely. Rule 8002 of the Federal
Rules of Bankruptcy Procedure establishes a general fourteen-day
period to file a notice of appeal from the date of entry of a
judgment, order, or decree, which includes an order granting stay
relief. However, a motion to alter or amend a judgment stops the
fourteen-day countdown and "the time to file an appeal runs for all
parties from the entry of the order disposing of the last such
remaining motion."
For Appellants, Order #1 and Order #2 are two separate orders.
Hence, Appellants could file a motion to reconsider each, and the
"second" motion filed on December 15 paused the fourteen-day appeal
deadline for Order #2. Thus, the fourteen-day window re-opened on
January 26, when the bankruptcy court denied the motion for
reconsideration as to Order #2.
The Court agrees with Appellants that Order #1 announcing the stay
would be lifted and Order #2 lifting the stay are two different
orders, entailing two different findings. Therefore, Appellant
could file a motion to reconsider each. Order #2 was entered on
December 1. The deadline to appeal Order #2 was December 15. By
filing a motion for reconsideration as to Order #2 on December 15,
Appellants paused the deadline to appeal. The fourteen-day
countdown restarted on Jan. 26, 2018, when the bankruptcy court
denied the motion for reconsideration. And since Appellants filed
their appeal on February 9, fourteen days after, the appeal is thus
timely.
The sequential confusion surrounding these orders might arise from
the fact that Order #2 contained two orders: one lifting the stay
and another order denying the motion for reconsideration for Order
#1 as moot. Appellants could not file a motion to reconsider the
denial of its motion for reconsideration as moot. But that is not
the case here, where Appellants are challenging the order lifting
the stay. When one order is subject to reconsideration and the
other is not, issuing them separately could prevent this kind of
confusion in the future.
Thus, Appellee's motion to dismiss for lack of subject matter
jurisdiction based on an untimely appeal is denied.
A copy of the Court's Opinion and Order dated May 4, 2018 is
available at https://bit.ly/2svNhdG from Leagle.com.
German Rosado-Santana & Lillian Alejandro-Diaz, Appellants,
represented by Nicolas Anthony Wong-Young -- lcdo.nwong@gmail.com.
Santander Financial Services, Inc., Appellee, represented by Luis
M. Suarez-Lozada.
US Trustee, Interested Party, represented by Monsita
Lecaroz-Arribas, U. S. Trustee Office.
German Rosado Santana and Lillian Alejandro Diaz filed for chapter
11 bankruptcy petition (Bankr. D.P.R. Case No. 16-09874) on Dec.
20, 2016, and is represented by Nicolas A. Wong, Esq. of Wong Law
Offices.
GREEN COUNTRY ENERGY: S&P Cuts $319MM Secured Notes Rating to 'BB'
------------------------------------------------------------------
S&P Global Ratings lowered its project rating on Green Country
Energy LLC's $319 million senior secured notes ($165.8 million
outstanding as of Dec. 31, 2017) to 'BB' from 'BBB-'. The outlook
is revised to negative from stable. The recovery rating on the debt
is 1 (95%), indicating S&P's expectation for very high recovery in
a default.
Green Country Energy LLC is a 795 megawatt (MW) natural-gas-fired
combined cycle power plant in Jenks, Okla. The project began
commercial operation on Feb. 11, 2002, and has a 20-year dependable
capacity conversion sale agreement (CSA) with Exelon Generation Co.
LLC (Exelon) through February 2022. GCE entered into a tolling
agreement that expires two years before its notes mature in 2024.
The bond indenture stipulates that if the CSA is not renewed or
re-contracted at similar terms, then residual project cash flows
become trapped as of February 2017 to support a bullet payment of
$54.8 million in February 2022.
S&P said, "The downgrade of the debt is being triggered by our
downward revision of the level of cash trap balances that we expect
will be available when the early redemption payment is due in
February 2022. Without an extended CSA or economically equivalent
contract, the project will likely remain non-investment grade
because the early redemption requirement effectively forces the
project to generate enough cash flows to pay for two years' worth
of debt service on top of the principal and interest due on an
annual basis.
"We do not believe the project will be able to sign a contract on
the same terms it now has with Exelon. There is more capacity in
the Southwest Power Pool (SPP), with no planned retirements as of
February, and power prices have remained weak due to increased wind
generation. Moreover, based on forward prices for power and gas, we
view that it may not be economically viable for the plant to run on
a merchant basis after 2022. Thus, if the project is unable to
re-contract for capacity, it is at risk of being a stranded asset
after the current contract matures, putting further pressure on the
DSR.
"However, we also believe that the project could enter into a
short-term capacity contract before 2022 that would remove the trap
and alleviate the bullet. Since such a contract would not be
economically equivalent to the current CSA, the lenders would have
to approve it."
H3C INC: Unsecured Creditors to Get 50% Under Amended Plan
----------------------------------------------------------
H3C, Inc., D/B/A Left Coast Kitchen & Cocktailes, filed a
Disclosure Statement dated May 23, 2018 for First Amended Plan of
Reorganization at the US Bankruptcy Court for the Eastern District
of New York.
The Plan places Claims and Stocks Interests in various classes and
describes the treatment each class will provide. The Plan also
states whether each class of claims or Stock Interests is impaired
or unimpaired. If the Plan is confirmed, recovery will be limited
to the amount provided by the Plan.
The Plan provides that automatically upon the entry of the
Confirmation Order, holders of Allowed Secured Claims includable in
Classes 1 and 2 shall be deemed to be enjoined and restrained from
taking or continuing any action to collect on any actual or
potential Claim or Claims which it may assert or make against the
Debtor's Principals personally, among other things, to avoid double
payments of the amounts due these Claimants, pending any default
which is not cured in the manner and time set forth in Article IX
of the Plan.
General unsecured claims, classified in Class 6, are impaired and
will be paid 17 quarterly payments of $1,568.00 each quarter, and
an 18th quarterly payment of $1,569, starting on the effective date
of the Plan. The amount of Class 6 Claims totals $56,448.55 and
the total payout amount under the Plan is $28,224.28, which will
give Class 6 Creditors 50% estimated recovery.
Payments and distributions under the Plan will be funded by the
following:
-- The Reorganized Debtor will continue operating the
pre-Confirmation business of the Debtor, after Confirmation, and
will be entitled to expand into other potential markets, as its
Board of Directors may deem fit, necessary, and/or appropriate, in
its sole and unfettered discretion.
-- The Reorganized Debtor will derive all revenues to make the
payments due under this Plan from its bank accounts and the
continued operation of its Restaurant business.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/nyeb17-77027-53.pdf
About H3C Inc.
Based in Merrick, New York, H3C, Inc., which conducts business
under the name Left Coast Kitchen & Cocktails, filed a voluntary
Chapter 11 petition (Bankr. E.D.N.Y. Case No. 17-77027) on Nov. 14,
2017, listing under $1 million both in assets and liabilities.
Neil H. Ackerman, Esq., at Ackerman Fox, LLP, is the Debtor's
counsel.
HARBOR BAR: U.S. Trustee Objects to Confirmation of Chapter 11 Plan
-------------------------------------------------------------------
The United States Trustee, Patrick S. Layng, objects to the
approval of the Amended Small Business Disclosure Statement filed
by Harbor Bar, Inc., and objects to confirmation of the Debtor's
Small Business Plan of Reorganization.
The U.S. Trustee points out that the designation and proposed
treatment of the general unsecured claims should be made consistent
in Debtor’s Disclosure Statement and Plan, noting that the
Debtor's Disclosure Statement designates a "Class 7" to include
"Undisputed other creditor's claims" and states that the Debtor's
Plan proposes to pay those claims "in full over a period of six
years with interest" but the designation and proposed treatment of
the general unsecured claims in the Debtor's Plan is different, and
therefore likely confusing and/or misleading to creditors.
The U.S. Trustee also points out that the Debtor's Plan defines
"Unsecured Creditors" but then describes the Debtor's proposed
treatment of "Class 7: Other Creditors" in the un-numbered Section
that follows Section 2.07.
As previously reported by The Troubled Company Reporter, Judge
Catherine J. Furay of the U.S. Bankruptcy Court for the Western
District of Wisconsin has conditionally approved the Disclosure
Statement.
About Harbor Bar
Harbor Bar Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Wis. Case No. 17-10990) on March 26,
2017. In the petition signed by Bradley Smith, authorized
representative, the Debtor estimated assets and liabilities of less
than $1 million.
HELIOS AND MATHESON: Lowers Amount of Reserved Conversion Shares
----------------------------------------------------------------
As previously disclosed in the Form 8-K filed with the Securities
and Exchange Commission on Nov. 6, 2017, on Nov. 6, 2017, the
Company and institutional buyers entered into a Securities Purchase
Agreement pursuant to which the Company issued to the November
Buyers: (i) senior bridge convertible notes, in the aggregate
original principal amount of $5 million, convertible into shares of
common stock of the Company and (ii) senior secured bridge
convertible notes, in the aggregate original principal amount of
$95 million, convertible into shares of Common Stock.
On June 1, 2018, the Company and a November Buyer entered into an
amendment to the November Securities Purchase Agreement and the
November Notes to reduce the number of shares of Common Stock
required to be reserved for issuance under the November Notes from
200% to 110% of the maximum number of shares of Common Stock
issuable upon conversion of the November Notes until the earlier of
the Stockholder Approval Date and Aug. 1, 2018. After that date,
the required reserve amount will be increased back to 200%.
Amendment to the January Securities
Purchase Agreement and the January Notes
As previously disclosed in the Form 8-K filed with the SEC on
Jan. 11, 2018, on Jan. 11, 2018, the Company and an institutional
buyer entered into a Securities Purchase Agreement, pursuant to
which the Company issued to the January Buyer: (i) senior
subordinated convertible notes, in the aggregate original principal
amount of $25 million, convertible into shares of Common Stock and
(ii) senior secured convertible notes, in the aggregate original
principal amount of $35 million, convertible into shares of Common
Stock.
On June 1, 2018, the Company and the January Buyer entered into an
amendment to the January Securities Purchase Agreement and the
January Notes to reduce the number of shares of Common Stock
required to be reserved for issuance under the January Notes from
200% to 100% of the maximum number of shares of Common Stock
issuable upon conversion of the January Notes until the earlier of
(1) the date stockholders approve resolutions providing for the
issuance of the January Notes and the shares of Common Stock
issuable upon conversion of the January Notes and (2) Aug. 1, 2018.
After that date, the required reserve amount will be increased
back to 200%. The amendment to the January Securities Purchase
Agreement also extended the date by which the Company must hold the
special meeting to obtain the Stockholder Approval from June 1,
2018 to Aug. 1, 2018.
About Helios and Matheson
Helios and Matheson Analytics Inc. -- http://www.hmny.com/-- is a
provider of information technology services and solutions, offering
a range of technology platforms focusing on big data, artificial
intelligence, business intelligence, social listening, and
consumer-centric technology. HMNY owns approximately 92% of the
outstanding shares (excluding options and warrants) of MoviePass
Inc., a movie-theater subscription service. HMNY's holdings
include RedZone Map, a safety and navigation app for iOS and
Android users, and a community-based ecosystem that features a
socially empowered safety map app that enhances mobile GPS
navigation using advanced proprietary technology. HMNY is
headquartered in New York, NY and listed on the Nasdaq Capital
Market under the symbol HMNY.
Helios and Matheson reported a net loss of $150.8 million for the
year ended Dec. 31, 2017, compared to a net loss of $7.38 million
for the year ended Dec. 31, 2016. As of March 31, 2018, the
Company had $177.1 million in total assets, $179.9 million in total
liabilities and a total stockholders' deficit of $2.76 million.
The report from the Company's independent accounting firm Rosenberg
Rich Baker Berman, P.A., in Somerset, New Jersey, on the
consolidated financial statements for the year ended Dec. 31, 2017,
includes an explanatory paragraph stating that the Company has
suffered recurring losses from operations and negative cash flows
from operating activities. This raises substantial doubt about the
Company's ability to continue as a going concern.
HERO INC: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: HERO, Inc.
3439 N. 17th Street
Philadelphia, PA 19140
Business Description: Hero, Inc. is an organization that offers
social services in Philadelphia,
Pennsylvania.
Chapter 11 Petition Date: June 4, 2018
Case No.: 18-13703
Court: United States Bankruptcy Court
Eastern District of Pennsylvania (Philadelphia)
Judge: Hon. Ashely M. Chan
Debtor's Counsel: Raheem S. Watson, Esq.
WATSON LLC
1700 Market Street, Suite 1005
Philadelphia, PA 19103
Tel: 215-703-5380
Fax: 215-703-5410
E-mail: rwatson@watsonllclaw.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Doris Phillips, executive director.
The Debtor failed to incorporate in the petition a list of its 20
largest unsecured creditors.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/paeb18-13703.pdf
HI-CRUSH PARTNERS: S&P Affirms B- CCR & Alters Outlook to Positive
------------------------------------------------------------------
S&P Global Ratings affirmed its 'B-' corporate credit rating on
Houston, Tx.-based hydraulic fracturing (frac) sand producer
Hi-Crush Partners L.P. The outlook was revised to positive from
stable.
S&P said, "At the same time, we raised the issue-level rating on
the company's $200 million senior secured term loan to 'B' from
'B-'. We also raised the recovery rating on the term loan to '2'
from '3', indicating our expectation for substantial (70%-90%;
rounded estimate: 75%) recovery in the event of a payment default.
"The positive outlook reflects our view that Hi-Crush will continue
to benefit from the recovery in frac sand demand spurred by strong
oil and gas markets, the increasing number of wells, and rising
proppant intensiclosty per well. We expect 2018 volumes to grow
close to 45% above 2017 levels and approach 13 million tons as the
company increases production from its Wisconsin mines and
incorporates contributions from its new Texas facility to meet
growing demand. Furthermore, as capacity utilization increases, we
expect margins to improve due to economies of scale.
"The positive outlook reflects our view that Hi-Crush will continue
to benefit from the recovery in frac sand demand spurred by strong
oil and gas markets, more wells, and rising proppant intensity per
well. We expect 2018 volumes to approach 13 million tons as the
company increases production from its Wisconsin mines, and
incorporates contributions from its new Texas facility to meet
growing demand. As a result, we expect Hi-Crush to maintain
adjusted leverage in the lower end of the 2x-3x range for 2018.
"We could revise the outlook back to stable if adjusted leverage
increased and remained above 3x. This would be associated with
adjusted EBITDA falling below $110 million, particularly if free
cash flow is strained, and the company draws on its revolver to
maintain distributions. Lower earnings could be the result of
protracted weakness in the oil and gas markets, which would reduce
demand and prices for raw frac sand. New regional frac sand
production capacity could also disrupt established earning
streams.
"We could raise the company's rating in the next 12 months if
Hi-Crush maintains adjusted leverage below 3x, with positive
discretionary cash flow (operating cash flow less capital spending
and distributions), and we expect this to remain the case. This
would be associated with EBITDA sustained above $125 million and
limited increases from recently reduced capital spending levels."
HNRC DISSOLUTION: Coal Royalties Remains in Bankruptcy Estate
-------------------------------------------------------------
The U.S. Bankruptcy Appellate Panel, Sixth Circuit, issued an
opinion affirming the Bankruptcy Court's ruling against Appellant
Terry Giese in the case captioned TERRY GIESE, Plaintiff-Appellant,
v. LEXINGTON COAL COMPANY, Defendant-Appellee, No. 16-8013 (BAP).
The case involves a dispute regarding funds allegedly held in
escrow to pay royalties connected to coal mining. According to
Giese, a company known as Horizon Natural Resources Company paid
royalties derived from those mining operations into an account for
the benefit of someone identified as E. Begley and Begley's heirs
and successors. After buying the property on which the relevant
mining operations occurred, Giese filed a complaint in a Kentucky
state court asserting a right to the escrowed royalties.
Appellee Lexington Coal Company disputed Giese's claim, arguing it
purchased all cash and accounts of HNRC and HNRC's parent company
during a bankruptcy case involving those entities. Lexington Coal
had been a defendant in an interpleader action, before the
Bankruptcy Court, to determine the rightful owner of the funds at
issue. Following notice to all interested parties, the Bankruptcy
Court overseeing that interpleader action determined that Lexington
Coal and another company--International Coal Group, Inc.--owned the
funds. Ultimately, Giese's state court action was removed and
referred to the Bankruptcy Court.
In response to the case being removed, Giese argued that the
Bankruptcy Court was required to abstain from adjudicating two
counts of his state court complaint. The Bankruptcy Court declined
to abstain. The Court, after determining it had jurisdiction over
all of Giese's claims, dismissed his complaint. Giese appeals both
the Court's decision to not abstain and the Court's decision to
dismiss his adversary complaint. Because the Bankruptcy Court acted
properly, the Panel affirms its decision.
The Panel finds that the Bankruptcy Court was not required to
abstain from adjudicating Giese's causes of action or to remand
same to the appropriate state court. The Panel finds no error with
the Bankruptcy Court's determination that it had jurisdiction over
the claims raised in Giese's adversary case and its decision to
adjudicate those claims. Accordingly, the Bankruptcy Court's
Memorandum Opinion and Order denying the request for remand to the
state court is affirmed.
Additionally, the Bankruptcy Court did not err in entering its
opinion and judgment dismissing Giese's complaint on the basis that
res judicata barred Giese's claim. The Bankruptcy Court's Order
Granting Judgment Dismissing Complaint as to Community Trust Bank
and Lexington Coal Company, LLC is also affirmed.
The bankruptcy case is IN RE HNRC DISSOLUTION CO., Debtor, Case No.
02-14261 (Bankr. E.D. Ky.).
A copy of the Panel's Opinion dated June 1, 2018 is available at
https://bit.ly/2Lpq5ES from Leagle.com.
Michael J. Gartland -- mgartland@dlgfirm.com -- DELCOTTO LAW GROUP
PLLC, Lexington, Kentucky, for Appellant.
Janet Smith Holbrook, DINSMORE & SHOHL, LLP, Huntington, West
Virginia, for Appellee.
Michael J. Gartland, DELCOTTO LAW GROUP PLLC, Lexington, Kentucky,
Philip G. Fairbanks, MEHR FAIRBANKS TRIAL LAWYERS, PLLC, Lexington,
Kentucky, for Appellant.
Janet Smith Holbrook, DINSMORE & SHOHL, LLP, Huntington, West
Virginia, for Appellee.
HO WAH GENTING GROUP: Operating Losses Raise Going Concern Doubt
----------------------------------------------------------------
Ho Wah Genting Group Limited filed its quarterly report on Form
10-Q, disclosing a net loss of $1,926,326 on $125,486 of revenue
for the three months ended March 31, 2018, compared with a net loss
of $173,212 on $56,154 of revenue for the same period in 2017.
At March 31, 2018, the Company had total assets of $3.55 million,
total liabilities of $6.73 million, and -$3.18 million in total
stockholders' equity.
The Company's historical operating losses and sufficient revenues
to support its cost structure raise substantial doubt about its
ability to continue as a going concern. If the Company does not
generate sufficient revenues, do not achieve profitability and do
not have other sources of financing for its business, the Company
may have to curtail or cease its development plans and operations,
which could cause investors to lose the entire amount of their
investment. For the period ended March 31, 2018, the Company
reported a net loss of $1,926,326 and working capital deficit of
$3,275,718. The Company had an accumulated deficit of $3,125,860
as of March 31, 2018 due to the fact that the Company incurred
losses during the period ended March 31, 2018. For the year ended
December 31, 2017, the Company reported a net loss of $746,793 and
working capital deficit of $1,309,010. The Company had an
accumulated deficit of $1,215,994 as of December 31, 2017 due to
the fact that the Company incurred losses during the year ended
December 31, 2017. Continuation of the Company as a going concern
is dependent upon improving the profitability and the continuing
financial support from its stockholders or other capital sources.
Management believes that the continuing financial support from the
existing shareholders or external debt financing will provide the
additional cash to meet the Company's obligations as they become
due. Notwithstanding this belief, there is no assurance, however,
that the available funds will be available to the Company, and if
available, will be sufficient for the needs of the Company.
A copy of the Form 10-Q is available at:
https://is.gd/Ha1wNU
About Ho Wah Genting Group Limited
Ho Wah Genting Group Limited (HWGG) through Ho Wah Genting Group
SDN BHD ("Malaysia HWGG"), a Malaysian company and its wholly owned
subsidiary, is engage in promoting travel and entertainment
services to members to its partnering resorts and cruises in the
Asia region and develop and invest in real estate property.
HOBBICO INC: $557K Sale/Abandonment of Miscellaneous Assets Okayed
------------------------------------------------------------------
Judge Kevin Gross of the U.S. Bankruptcy Court for the District of
Delaware authorized Hobbico, Inc., and Great Planes Model
Manufacturing, Inc. to sell their miscellaneous assets to MT
Acquisitions, LLC, for $557,000, subject to adjustments.
The sale is free and clear of any and all liens, claims,
liabilities, encumbrances and interests of any kind or nature
whatsoever.
At Closing, the Buyer will pay to the Sellers the Purchase Price
for the Acquired Assets.
The Sellers' assumption and assignment to the Buyer, and the
Buyer's assumption on the terms set forth in the Asset Purchase
Agreement of the Assigned Contracts is approved in its entirety.
The Debtors are authorized, but not required, to sell Miscellaneous
Assets in accordance with these procedures:
a. For any asset sale with a purchase price less than
$200,000:
i. The Debtors will file on the docket in these Cases a
notice which will be served on (i) any known affected creditor
asserting a Lien on any assets subject to such sale; (ii) counsel
to the Prepetition Agent and Postpetition Agent for the Prepetition
Lenders and the Postpetition Lenders; (iii) counsel to the
Committee; (iv) the U.S. Trustee; (v) counsel to Cyprium Investors
IV AIV I LP; (vi) counsel to GreatBanc Trust Company, trustee of
the Hobbico, Inc. Employee Stock Ownership Plan; and (vii) the
general service list established in these Cases pursuant to
Bankruptcy Rule 2002. Such notice will contain: (i) a general
description of the Miscellaneous Assets subject to the sale; (ii)
the proposed purchaser of the Miscellaneous Assets; (iii) any
commissions to be paid to third parties used to sell or auction the
Miscellaneous (v) instructions consistent with the terms described
regarding the procedures to assert objections to the proposed
sale.
ii. If none of the Notice Parties file or serve upon
counsel to the Debtors a written objection (including by email)
within two business days of receipt of such Miscellaneous Sale
Notice, then the Debtors may immediately consummate the
transaction, including making any disclosed payments to third-party
brokers or auctioneers. If an objection is filed or served within
such period that cannot be resolved, such assets will not be sold
except upon further order of this Court after notice and a
hearing.
b. For any asset sale(s) to a single buyer or group of related
buyers with an aggregate selling price greater than $200,000, the
Debtors will file a separate motion seeking approval from the Court
with respect to such sale(s).
c. Nothing in the foregoing procedures will prevent the
Debtors, in their sole discretion, from seeking the Court's
approval at any time of any proposed transaction (regardless of
value) upon notice and a hearing.
Notwithstanding the notice requirements of Bankruptcy Rule 6007(a),
the Debtors are authorized, but not required, to abandon
Miscellaneous Assets in accordance with these procedures:
a. For any Miscellaneous Assets, regardless of value, that the
Debtors ask to abandon pursuant to these procedures:
i. The Debtors will file on the docket in these Cases a
notice which will be served on the Notice Parties. Such
Abandonment Notice will contain (i) a general description of the
Miscellaneous Assets to be abandoned and (ii) a summary of the
Debtors' reasons for such abandonment.
ii. If none of the Notice Parties file or serve upon
counsel to the Debtors a written objection (including by email)
within two business days of receipt of such Abandonment Notice,
then the Debtors may immediately abandon the assets. If an
objection is filed or served within such period that cannot be
resolved, such assets will not be abandoned except upon further
order of the Court after notice and a hearing.
The Debtors are not permitted to sell Miscellaneous Assets to any
director, officer or affiliate of the Debtors except pursuant to a
separate motion under section 363 of the Bankruptcy Code.
The Debtors are authorized and directed to immediately remit all
sale proceeds to the Agents for application to the Aggregate Debt
(as such terms are defined in the DIP Financing Order) in
accordance with the Aggregate Debt, the Prepetition Documents and
the Postpetition Documents.
The requirements set forth in Bankruptcy Rules 6004(a) and 6004(h)
are satisfied by the contents of the Motion or otherwise deemed
waived.
About Hobbico, Inc.
Hobbico, Inc. -- https://www.hobbico.com/ -- is engaged in the
design, manufacturing, marketing and distribution of thousands of
hobby products including radio-control and general hobby products.
The company's merchandise includes a wide variety of radio-control
models from cars and boats to airplanes and helicopters.
Hobbico began in 1971 with just two people and now employs over 650
individuals in facilities that include its West Coast distribution
center in Reno, Nevada, facilities in Penrose, Colorado and Elk
Grove Village, Illinois and its corporate headquarters in
Champaign, Illinois.
Hobbico, Inc., along with its U.S. affiliates, sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 18-10055) on Jan. 10,
2018. In the petition signed by Tom S. O'Donoghue, Jr., chief
restructuring officer, Hobbico estimated assets of $10 million to
$50 million and debt of $100 million to $500 million.
The Hon. Kevin Gross is the case judge.
The Debtors tapped Neal, Gerber & Eisenberg LLP as general
bankruptcy counsel; Morris, Nichols, Arsht & Tunnell LLP as local
bankruptcy counsel; Lincoln International LLC as investment banker;
and Keystone Consulting Group, LLC, and CR3 Partners, LLC, as
restructuring advisors. JND Corporate Restructuring is the notice
and claims agent.
On Jan. 22, 2018, the Office of the U.S. Trustee for Region 3
appointed the Official Committee of Unsecured Creditors. The
Committee retained Cullen and Dykman LLP, as lead counsel;
Whiteford Taylor & Preston LLC, as Delaware counsel; and Emerald
Capital Advisors, as financial advisors.
ICTV BRANDS: EisnerAmper LLP Casts Going Concern Doubt
------------------------------------------------------
ICTV Brands Inc. filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K, disclosing a net loss of
$6,628,391 on $31,458,065 of net sales for the year ended December
31, 2017, compared to a net loss of $996,344 on $16,788,736 of net
sales for the year ended in 2016.
The audit report of EisnerAmper LLP states that the Company has
generated net losses and negative cash flows from operating
activities that raise substantial doubt about its ability to
continue as a going concern.
The Company's balance sheet at December 31, 2017, showed total
assets of $13.77 million, total liabilities of $10.26 million, and
a total stockholders' equity of $3.51 million.
A copy of the Form 10-K is available at:
https://is.gd/k7V7MB
ICTV Brands Inc. sells various health, beauty, wellness, and
consumer products in the United States and internationally. The
company develops, markets, and sells its products through a
multi-channel distribution strategy, including direct response
television, digital marketing campaigns, live home shopping,
traditional retail and e-commerce market places, and international
third party distributor network. The company was formerly known as
International Commercial Television Inc. and changed its name to
ICTV Brands Inc. in August 2014. ICTV Brands Inc. was founded in
1993 and is headquartered in Wayne, Pennsylvania.
IMAGE CHAIN GROUP: Recurring Losses Raise Going Concern Doubt
-------------------------------------------------------------
Image Chain Group Limited, Inc., filed its quarterly report on Form
10-Q, disclosing a net loss of $246,666 on $195,731 of net revenues
for the three months ended March 31, 2018, compared with a net loss
of $45,815 on $1,148,223 of net revenues for the same period in
2017.
At March 31, 2018, the Company had total assets of $13,192,311,
total liabilities of $12,521,952, and $670,359 in total
stockholders' equity.
As of March 31, 2018, the Company had accumulated deficits of
$4,892,699 and incurred losses to maintain its listing as an U.S.
public company. There was substantial doubt regarding the
Company's ability to continue as going concern at March 31, 2018.
Management continues to employ its previous plan to support the
Company's operations and maintain its business strategy by raising
additional funds through public and private offerings, or loans
from related parties, or to rely on officers and directors to
perform essential functions with minimal compensation was
unsuccessful.
A copy of the Form 10-Q is available at:
https://is.gd/hjzHje
About Image Chain Group Limited, Inc.
Image Chain Group Limited, Inc., formerly Have Gun Will Travel
Entertainment, Inc., incorporated on December 18, 2013, through its
operating subsidiaries, is engaged in the business of promoting and
distributing its own branded teas that are grown, harvested, cured
and packaged in the People's Republic of China (PRC). The
Company's products are sold in the PRC for domestic consumption.
IMAGE GRAPHICS: Unsecured Creditors to Get 100% Over 7 Years
------------------------------------------------------------
Image Graphics 2000, Inc., filed with the U.S. Bankruptcy Court for
Southern District of Florida a Disclosure Statement in support of
Plan of Reorganization, on May 21, 2018.
Priority claims are defined as Class 1, and will be paid 100% of
their claim amounts according to Proofs of Claims filed. Secured
claims are defined as Class 2, and will be paid 100% of their claim
amounts according to Proofs of Claims filed. General unsecured
claims are defined as Class 3, and will be paid 100% of their claim
amounts according to Proofs of Claims filed.
Specifically, Claims in Class 3 will be paid at 100% of their
allowed claim within seven years of the effective date. At this
time there is a total of $682.38 of such claims filed and
undisputed. ayments will begin 30 days from the Effective Date;
Credits shall be provided for early overpayments. The Debtor may
prepay this claim at any point without penalty.
The means necessary for the execution of this Plan also include the
Debtor's income from its business operations.
A full-text copy of the Joint Combined Disclosure Statement is
available at:
http://bankrupt.com/misc/flsb17-20585-72.pdf
About Image Graphics 2000
Image Graphics 2000, Inc. -- http://igxboatwraps.com/-- provides
graphic design services in Pompano Beach, Florida, and surrounding
areas. Its services include boat wraps, commercial displays,
vehicle wrapping, banners, bulk products, deck graphics and
tournament sponsor wrapping. The company is a small business
debtor as defined in 11 U.S.C. Section 101(51D).
Image Graphics 2000 sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla. Case No. 17-20585) on Aug. 22,
2017. In the petition signed by Wade Davis, vice-president, the
Debtor estimated assets of less than $1 million and liabilities of
$1 million to $10 million.
Judge John K. Olson presides over the case.
First Legal PA is the Debtor's bankruptcy counsel. Unico Financial
Services Inc. is the Debtor's accountant.
An official committee of unsecured creditors has not been appointed
in the Chapter 11 case.
IVANTI SOFTWARE: Bank Debt Trades at 2% Off
-------------------------------------------
Participations in a syndicated loan under which Ivanti Software
Inc. is a borrower traded in the secondary market at 97.63
cents-on-the-dollar during the week ended Friday, May 25, 2018,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 0.61 percentage points from the
previous week. Ivanti Software pays 425 basis points above LIBOR to
borrow under the $825 million facility. The bank loan matures on
January 20, 2024. 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.
JHL INDUSTRIAL: July 17 Plan Confirmation Hearing
-------------------------------------------------
Judge Joseph G. Rosania, Jr. of the U.S. Bankruptcy Court for the
District of Colorado on May 30, 2018, approved the disclosure
statement of JHL Industrial Services.
The Confirmation Hearing is scheduled to be conducted on July 17,
2018, at 1:30 p.m. Objections to confirmation of the Plan must be
filed on or before July 6, 2018. July 6, 2018 shall be fixed as the
last day for filing written acceptances or rejections of the Plan.
As previously reported by The Troubled Company Reporter, the
Debtor's First Amended Plan adds the secured claim of Old Republic
Surety Company in Class 2.
Old Republic Surety Company asserts a Secured Claim against all the
Debtor's pre-petition personal property including certain
pre-petition accounts receivable. Such Secured Claim is junior to
the Secured Claim of the State of Colorado and Wells Fargo Bank,
N.A. However, Old Republic claims that it holds rights of equitable
subrogation to receivables on bonded construction contracts on
which Old Republic Surety Company has paid bond claims, which
rights are superior to the claims of all other parties in this
bankruptcy case as to those receivables under the United States
Supreme Court authority of Pearlman v. Reliance Insurance Company.
The value of any uncollected prepetition receivables is uncertain
and the Debtor estimates that the Claim of Old Republic Surety
Company is undersecured.
Accordingly, no additional interest or attorney's fees have accrued
in connection with the Clas 2 Claim after the Petition Date. To the
extent the Debtor collects any prepetition receivables on bonded
construction contracts for which Old Republic has paid bond claims,
such funds will be used to first satisfy the remaining Claim of Old
Republic Surety Company. Any other prepetition receivables
collected will be used first to satisfy the remaining Claims of the
State of Colorado and then Wells Fargo Bank, N.A. The Debtor also
disputes the amount of the Class 2 Claim and the Class 2 Claim is a
Contested Claim. To the extent it is Allowed, the remaining amount
of Old Republic Surety Company's Claim (the amount that remains
unpaid after collection and distribution of prepetition accounts
receivable) is Unsecured and will be treated as a general Unsecured
Claim under Class 7. Other than prepetition accounts receivable,
the Debtor will take title to its property free and clear of the
Class 2 Claim upon confirmation of the Plan. In the event Old
Republic Surety Company disputes the value of its collateral, its
status as an undersecured/Unsecured creditor, or the provisions of
the Plan that apply to its Claim, the matter will be submitted to
the Bankruptcy Court for a determination as a contested matter.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/cob17-14141-199.pdf
A full-text copy of the First Amended Plan is available at:
http://bankrupt.com/misc/cob17-14141-198.pdf
About JHL Industrial Services
JHL Industrial Services, LLC, which conducts business under the
name Platt Rogers Company -- http://www.plattrogers.com/--
provides niche services including custom fuel system installation,
civil construction, integrated agricultural feed and water
solutions, piping process, new construction and renovation of
facilities and plant, demolition, environmental construction, fuel
distribution, fuel management and energy economizing and
alternative energies distribution system installation.
JHL Industrial Services, based in Lakewood, Colorado, filed a
Chapter 11 petition (Bankr. D. Colo. Case No. 17-14141) on May 5,
2017. In its petition, the Debtor estimated $505,500 in total
assets and $1.02 million in total liabilities. The petition was
signed by Jason Grubb, managing member.
The Hon. Joseph G. Rosania Jr. presides over the case.
David Warner, Esq., at Sender Wasserman Wadsworth, P.C., serves as
bankruptcy counsel to the Debtor.
JME TRUCKING: Hires Swenson Law Group as Counsel
------------------------------------------------
JME Trucking, LLC, seek authority from the U.S. Bankruptcy Court
for the Western District of Wisconsin to employ Mart W. Swenson of
the Law Office of Mart W. Swenson S.C., d/b/a Swenson Law Group, as
its counsel.
The professional services MWS will render are:
a. give debtors legal advice with respect to their powers and
duties, as debtors-in-possession, in the continued operation of
their business and management of their property;
b. attend meetings and negotiate with representatives of
creditors and other parties in interest;
c. prepare on behalf of the Debtor all necessary motions,
answers, orders, reports and legal papers;
d. take any necessary action on behalf of the Debtor to obtain
confirmation of the Debtor's plan of reorganization;
e. represent the Debtor in connection with any potential
post-petition financing;
f. appear before this Court, any appellate courts and the
United States Trustee, and protect the interests of the Debtor's
estate before those Courts and the United States Trustee;
g. take all necessary action to protect and preserve the
Debtor's estate, including the prosecution of actions on the
Debtor’s behalf, the defense of any action commenced against the
Debtor, negotiations concerning all litigation in which the Debtor
is or may become involved, and objections to claims filed against
the estate;
h. perform all other legal services for debtors, as debtors in
possession, which may be necessary herein; and it is necessary for
debtors, as debtors in possession, to employ an attorney for such
professional services.
MWS fees are:
Mart W. Swenson $300 per hour
Evan M. Swenson $250 per hour
Paralegals $125 per hour
Mart W. Swenson, of Mart W. Swenson, S.C., d/b/a Swenson Law Group,
attests that MWS does not hold or represent an interest adverse to
the Debtor or the Debtor's estate and does not have any connection
with the Debtor, its creditors or any other party in interest; and
MWS is a "disinterested person," as that phrase is defined in Sec.
101(14) of the Bankruptcy Code.
The counsel can be reached through:
Mart W. Swenson
The Swenson Law Group
118 E. Grand Avenue
Eau Claire, WI 54701
Phone: (715) 835-7779
Fax : (715) 835-2573
Email: mart@swensonlawgroup.com
About JME Trucking
JME Trucking, LLC, is a limited liability company owned 100% by
John Evenson. Mr. Evenson is the sole operating member of JME
Trucking, LLC. It is located and operates the trucking company at
2120 16 1/2 Street, Rice Lake, Wisconsin. It leases this
commercial property from an unrelated third party.
JME Trucking filed a voluntary petition for relief under Chapter 11
of the Bankruptcy Code (Bankr. W.D. Wis. Case No. 18-11512) on May
3, 2018, estimating under $1 million in assets and liabilities.
The case is assigned to Chief Judge Catherine J. Furay. Mart W.
Swenson, at The Swenson Law Group, is the Debtor's counsel.
KELLEY BROS: Auction Sale of Personal Property Approved
-------------------------------------------------------
Judge Thomas M. Renn of the U.S. Bankruptcy Court for the District
of Oregon authorized Kelley Bros., Inc.'s (a) auction sale of (i)
#3 2001 Caterpillar Model 322BL Delimber for $9,500; (ii) #4 2004
Hyundai Robex 290LC-2 Delimber for $1,800; (iii) #5 1974 Terex
82-30FA Tractor for $1,400; and (iv) #6 1984 Caterpillar 518G
Skidder for $5,000; and (b) employment of Iron Planet, Inc. to
conduct the auction.
A hearing on the Motion was held on April 26, 2018.
The sale(s) will be free and clear of all liens, claims,
encumbrances and other interests.
The Debtor is authorized to compensate the auctioneer as set forth
in the Motion, and to pay the net proceeds of the sales to Kenco
Equipment Lease Co.
About Kelley Bros. Inc.
Kelley Bros., Inc. is a privately-held company in the moving
service industry located in Veneta, Oregon. It has been providing
lumber trucking services since 1981.
Kelley Bros. sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Ore. Case No. 18-60423) on Feb. 16, 2018. In its
petition signed by Myrna D. Kelley, president, the Debtor disclosed
$1.81 million in assets and $2.41 million in liabilities as of Dec.
31, 2016. Judge Thomas M. Renn presides over the case.
LEXI DEVELOPMENT: Taps Atty. David Lichter as Mediator
------------------------------------------------------
Lexi Development Company, Inc., seeks approval from the U.S.
Bankruptcy Court for the Southern District of Florida to hire David
Lichter, Esq., at Lichter Law Firm.
Mr. Lichter will serve as mediator in an adversary proceeding filed
by NBV Loan Acquisition, LLC against the Debtor and several other
companies (Adv. Pro. No. 16-1754-AJC).
The cost of mediation will be split among the Debtor NBV Loan
Acquisition LLC, Fifth Third Bank N.A., Banco Popular North America
and Bank Midwest, N.A. The Debtor will pay Mr. Lichter $2,123.66,
which is its quarter-share of the attorney's fees for the
mediation.
Mr. Lichter disclosed in a court filing that he and his firm do not
represent any interest adverse to the Debtor or any of its
creditors.
The firm can be reached through:
David H. Lichter, Esq.
Lichter Law Firm
2999 N.E. 191st Street, Suite 330
Aventura, FL 33180
Telephone: (305) 356-7555
Facsimile: (305) 356-7556
Email: Dlichter@Lichterlawfirm.com
About Lexi Development
South Miami, Florida-based Lexi Development Company, Inc., owns and
is developing a 164 Unit, 19-story, mixed-use residential and
retail bay view condominium development at 1700 Kennedy Causeway,
North Bay Village, Florida, known as "The Lexi." It filed for
Chapter 11 bankruptcy protection on June 23, 2010 (Bankr. S.D. Fla.
Case No. 10-27573). Joshua W. Dobin, Esq., at Meland Russin &
Budwick, P.A., in Miami, Florida, serves as counsel. In its
schedules, the Debtor disclosed $22,601,336 in total assets and
$21,558,876 in total liabilities as of the Petition Date.
LIFESTAT AMBULANCE: Deadline to File Chapter 11 Plan Extended
-------------------------------------------------------------
The Hon. Jeffery A. Deller of the U.S. Bankruptcy Court for the
Western District of Pennsylvania entered an order on May 30, 2018
grating Lifestat Ambulance Service, Inc., an extension of the
deadline to file a Chapter 11 Plan and Disclosure Statement, as
well as the exclusivity period in this case until May 30, 2018.
The Troubled Company Reporter has previously reported that the
Debtor requested for an extension of 30 says to ensure enough time
for any major changes to the draft Plan and Disclosure Statement
that may need to be made. While counsel for the Debtor has
completed a draft of a Chapter 11 Plan and Disclosure Statement and
has sent said draft to the Debtor's representatives for review and
comment, the Debtor anticipated any changes will be made after the
review. Unless a major change will be requested, the Debtor's
counsel believed that a Plan and Disclosure Statement can be filed
within 7 to day 10 days.
About Lifestat Ambulance Service
Headquartered in Saltsburg, Pennsylvania, Lifestat Ambulance
Service, Inc., filed for Chapter 11 bankruptcy protection (Bankr.
W.D. Pa. Case No. 17-70646) on Aug. 31, 2017, estimating its assets
and liabilities at between $100,001 and $500,000. The petition was
signed by John C. Kravetsky, president. Christopher M. Frye, Esq.,
at Steidl & Steinberg, serves as the Debtor's bankruptcy counsel.
LINCOLN PAPER: $100K Sale of Remaining Mill Site to Industrial OK'd
-------------------------------------------------------------------
Judge Peter G. Cary of the U.S. Bankruptcy Court for the District
of Maine authorized Lincoln Paper and Tissue, LLC's sale of
portions of the paper mill it operated from a mill facility
situated on approximately 250 acres of real property located in the
Town of Lincoln, Maine ("Remaining Mill Site") to Industrial Sales
& Salvage and/or its assignee for $100,000.
The sale is free and clear of any and all liens, claims and
interests.
The Purchaser will pay the Purchase Price to the Debtor as provided
in the Agreement. The proceeds of the Sale will be transferred to
the Debtor's estate and distributed to creditors in accordance with
the Bankruptcy Code.
Subject to the terms of the EPA Settlement Agreement, the FERC
Settlement Agreement, and any applicable prior orders of the
Bankruptcy Court, nothing in the Order or the Agreement releases,
nullifies, precludes, or enjoins the enforcement of any police or
regulatory liability to a governmental unit that any entity would
be subject to as the post-sale owner or operator of property after
the date of entry of the Order.
As set forth in the Agreement, the Purchaser will comply with all
environmental laws in relation to any and all actions taken at the
Mill Site.
The Debtor shall, before closing, provide the Purchaser with copies
of (a) the "Hazardous Materials Inventory and Budgetary Cost
Estimate for Remediation Former Lincoln Paper and Tissue Mill,
Lincoln, Maine," prepared by the MEDEP and dated November, 2016;
(b) the Asbestos NESHAP, 40 C.F.R. Part 61, Subpart M; and (c) the
Order.
Notwithstanding the provisions of Bankruptcy Rule 6004(h), the
Order will not be stayed and will be effective immediately upon
entry, and the Debtor and the Purchaser are authorized to close the
Sale at the earliest practicable time under the terms of the
Agreement upon the entry of the Order.
About Lincoln Paper
Lincoln Paper and Tissue, LLC, is a manufacturer of white tissue
located on approximately 350 acres of land along the Penobscot
River in Lincoln, Maine. The Company claims to have produced
70,000 tons of tissue and 75,000 tons of specialized, high-bulk
uncoated free-sheet paper.
Lincoln Paper and Tissue filed a Chapter 11 bankruptcy petition
(Bankr. D. Maine Case No. 15-10715) on Sept. 28, 2015. In the
petition signed by Keith Van Scotter, the president and CEO, the
Debtor estimated assets and liabilities of $10 million to $50
million.
Judge Peter G. Cary is assigned to the case.
The Debtor has engaged Bernstein Shur Sawyer & Nelson as counsel;
Spinglass Management Group as financial advisor; SSG Capital
Advisors, LLC, as investment banker; and Eisenstein Malanchuk LLP
as insurance claims consultant.
On Aug. 24, 2017, the Court retained Dunham Group, NAI, as broker.
LOS ANGELES: S&P Lowers Rating on 2001A Home Mortgage Bonds to BB
-----------------------------------------------------------------
S&P Global Ratings has lowered its rating nine notches to 'BB+'
from 'AA+' on Los Angeles' series 2001A single family home mortgage
revenue bonds. At the same time, S&P Global Ratings removed the
rating from CreditWatch, where it was placed with negative
implications on Feb. 28, 2018. The outlook is stable.
Ginnie Mae mortgage backed securities and Fannie Mae passthrough
certificates secure the bonds.
"The downgrade reflects our view of the credit's asset-to-liability
parity below 1.0x, investment earnings that are insufficient to
cover full and timely debt service on the bonds, and insufficiency
of funds to cover reinvestment risk in the event of prepayment,"
said S&P Global Ratings credit analyst John Mante.
The downgrade follows S&P's review of updated financial information
for the project in accordance with its criteria, which states that
insufficient revenues to cover debt service and other expenses
could lead to lowering the rating to a speculative grade.
S&P said, "The stable outlook reflects our opinion that we expect
the project to perform in a manner commensurate with that of a
'BB+' rating over the two-year outlook period.
"If the parity continues to decline and likelihood of a default is
imminent, we will likely lower the rating.
"We could raise the rating if the city pays down the bonds to the
extent that the asset-to-liability parity rises above 100%."
LUCKY DRAGON: To Sell Substantially All Assets to Fund Ch. 11 Plan
------------------------------------------------------------------
Lucky Dragon Hotel & Casino, LLC and Lucky Dragon, LP filed with
the U.S. Bankruptcy Court for the District of Nevada a Disclosure
Statement, on May 21, 2018.
Under the Plan, there will be: (a) a sale of substantially all of
Debtor's assets, for (i) a cash purchase price and (ii) a cash
payment of an additional sum of for other payments provided for by
this Plan on account of the value of the bankruptcy process and
purchase of the assets free and clear of liens, or (b)
reorganization through a New Value Contribution.
Each Holder of an Allowed Class 4 Claim shall be paid its Pro Rata
share with Classes 3 and 5 of any proceeds from the sale of the
Property remaining after the satisfaction of Allowed Administrative
Claims, Priority Tax Claims, Priority Non-Tax Claims, and Allowed
Claims in Classes 1 and 2.
Each Holder of an Allowed Class 3 Claim (General Unsecured Claims
Against the LLC Only), and Allowed Class 4 Claim (General Unsecured
Claims Against the LP Only) will be paid its Pro Rata share with
Classes 4 and 5 of any proceeds from the sale of the Property
remaining after the satisfaction of Allowed Administrative Claims,
Priority Tax Claims, Priority Non- Tax Claims, and Allowed Claims
in Classes 1 and 2. Alternatively, if the Election is to pursue
approval of Article V , Section C, Holders of Allowed Class 3
Claims shall receive their Pro Rata share with classes 4 and 5 of
the Initial New Value Contribution and the Equity Contribution,
after the payment of the Allowed Class 1 Claims, Allowed
Professional Compensation, Priority Tax Claims and Priority Non-Tax
Claims.
Except to the extent that a Holder of an Allowed Class 5 Claim
(General Unsecured Claims Against Both the LLC and LP) has been
paid by the Debtors prior to the Effective Date or agrees to
alternate treatment, each Holder of an Allowed Class 5 Claim will
be paid its Pro Rata share with Classes 3 and 4 of any proceeds
from the sale of the Property remaining after the satisfaction of
Allowed Administrative Claims, Priority Tax Claims, Priority
Non-Tax Claims, and Allowed Claims in Classes 1 and 2.
Alternatively, if the Election is to pursue approval of Article V,
Section C, Holders of Allowed Class 5 Claims will receive their Pro
Rata share with classes 3 and 4 of the Initial New Value
Contribution and the Equity Contribution, after the payment of the
Allowed Class 1 Claims, Allowed Professional Compensation, Priority
Tax Claims and Priority Non-Tax Claims.
A full-text copy of the disclosure statement is available for free
at:
http://bankrupt.com/misc/nvb18-10792-409.pdf
About Lucky Dragon LP and Lucky
Dragon Hotel & Casino
Lucky Dragon, LP, owns the real estate and improvements of the
Lucky Dragon Hotel & Casino located at 300 West Sahara Avenue, Las
Vegas, Nevada, and employs 68 full-time and 30 part-time people.
Lucky Dragon Hotel & Casino, LLC operates the Resort Hotel and
Casino.
The Lucky Dragon Hotel & Casino, LLC, commenced its Chapter 11 case
by filing a voluntary petition (Bankr. D. Nev. Case No. 18-10792)
on Feb. 16, 2018. The Lucky Dragon, LP, filed a voluntary petition
for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev.
Case No. 18-10850) on Feb. 21, 2018. The cases are jointly
administered under Lucky Dragon Hotel & Casino's Case No.
18-10792.
In the petition signed by Andrew S. Fonfa, managing member of
Eastern Investments, LLC, Lucky Dragon estimated assets of $100
million to $500 million and liabilities of $10 million to $50
million.
Judge Laurel E. Davis presides over the cases.
The Debtors employed Schwartz Flansburg PLLC as their legal lead
counsel; Mushkin Cica Coppedge as conflicts counsel; Innovation
Capital, LLC as financial advisor; and Prime Clerk, LLC, as their
claims and noticing agent.
The Official Committee of Unsecured Creditors retained Levene,
Neale, Bender, Yoo & Brill LLP as general bankruptcy counsel;
Armstrong Teasdale LLP as co-counsel; and Kolesar & Leatham, as
Nevada co-counsel.
MAI HOLDINGS: S&P Assigns 'B' Corp. Credit Rating, Outlook Stable
-----------------------------------------------------------------
S&P Global Ratings assigned its 'B' corporate credit rating to St.
Louis, Mo.-based MAI Holdings Inc. The outlook is stable.
S&P said, "At the same time, we assigned our 'B' issue-level rating
to the company's $135 million senior secured notes due 2023. The
'3' recovery rating indicates our expectation for meaningful
recovery (50% to 70%; rounded estimate: 50%) in the event of
default.
The ratings on MAI reflect the printing equipment manufacturer's
small revenue base, limited scope, and slightly below-average
profitability relative to more highly rated capital goods firms.
S&P said, "That said we expect adjusted debt to EBITDA to be about
4.5x over the next 12 to 24 months, which compares favorably with
many similarly rated companies. Our expectation for solid demand
for the company's products and modestly improved profitability
supports this forecast."
S&P said, "The stable outlook reflects our opinion that MAI will
maintain adjusted debt-to-EBITDA in the middle of the 4x-5x range
over the next 12 months. This forecast is based on our expectation
for low-single-digit GDP in the company's U.S. and international
markets. In this favorable economic environment, we would expect
sales and profitability to improve modestly as the company
maintains its leading market position in certain of its products
and services and grows share modestly in others.
"We would lower our rating if we expect debt-to-EBITDA to increase
and be sustained above 6.5x. This could occur if EBITDA margins are
more than 100 basis points below our forecast due to a recession
that causes packaging customers to curtail new equipment purchases
and reduce spending on parts and supplies. This scenario is
unlikely over the next 12 months given that we see just a 10%-15%
risk of recession in the U.S. economy in the next year."
An upgrade is less likely in the next year unless a transformative
transaction meaningfully increased the company's scale and product
diversity comparable to higher rated peers.
MALLINCKRODT GROUP: Bank Debt Trades at 3% Off
----------------------------------------------
Participations in a syndicated loan under which Mallinckrodt Group
Inc. is a borrower traded in the secondary market at 97.33
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 0.81 percentage points from the
previous week. Mallinckrodt Group pays 300 basis points above LIBOR
to borrow under the $600 million facility. The bank loan matures on
September 24, 2024. Moody's rates the loan 'Ba1' and Standard &
Poor's gave a 'BB' 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.
MEDAPOINT INC: Proposes an Auction Sale of All Assets
-----------------------------------------------------
Medapoint, Inc., asks the U.S. Bankruptcy Court for the Western
District of Texas to authorize the sale of substantially all assets
to Beyond Lucid Technologies, Inc., subject to overbid.
During the 11 U.S.C. Sec. 363 sale process, which lasted over six
months, the Debtor and its investment banker, Match Point Partners,
LLC, were unable to obtain any binding offers to purchase the
Debtor's assets.
On May 11, 2018, MedaPoint D.I.P. Financing SPV, LLC filed the
Motion for Relief from Stay. On May 15, 2018, Match Point
forwarded the Debtor a letter of interest from Beyond Lucid dated
May 9, 2018.
Based on the marketing process and diligence completed to date, the
Debtor has concluded that a prompt and open sale of the Assets in
which all interested buyers are encouraged to participate is the
best way to maximize value for the estate under the circumstances.
By the Motion, it asks, under Bankruptcy Code sections 363, 365,
503, and 507, entry of an Order: (i) authorizing and approving the
sale of the Assets subject to form of asset purchase agreement
between the Debtor and one or more Successful Bidders at the
Auction free and clear of all liens, claims, encumbrances, and
other interests; (ii) authorizing and approving the assumption and
assignment of certain executory contracts; and (iii) waiving the
provisions of the Bankruptcy Code and Bankruptcy Rules which would
stay the effect of an order granting the Motion.
The Parties who may be interested in purchasing the Assets should
contact the Debtor's counsel and request a confidentiality
agreement. Upon execution of a Confidentiality Agreement, they'll
be given access to the Debtor's on-line data room and may
thereafter conduct due diligence.
The sale will be free and clear of all liens, claims and interests.
The Debtor intends to recommend the sale of the Assets based on
any proposal, solicitation or offer for the Assets submitted by a
bidder prior to or at the time of the Sale Hearing.
If there is more than one Bidder which submits a Qualifying APA,
the Debtor will conduct an auction at the time of the Sale Hearing
to determine which of the Bids is the highest and best Bid. At all
times, the Debtor will retain the right to determine which Bid or
Bids constitutes the highest or otherwise best offer for the
purchase of the Assets (whether in an aggregate sale to a single
buyer or on an asset by asset basis), and which Bid or Bids should
be selected as the highest and best, if any, all subject to final
approval by the Court pursuant to the provisions of Section 363(b)
of the Bankruptcy Code. The Debtor may adopt rules for the Auction
that, in its judgment, will better promote the goals of the Auction
and that are not inconsistent in any material respect with any of
the other material provisions of the Motion or of any Court order.
All valid and properly perfected liens against the Assets will
attach to the proceeds of the Sale of such Assets unless authorized
to be paid by the Court.
A Sale Hearing has been scheduled by the Court for on May 29, 2018
at 9:00 a.m. Immediately following the conclusion of any Auction,
the Debtor will present the individual or entity making the
Successful Bid(s) for approval by the Court. Following the
approval of the Successful Bid(s) at the Sale Hearing, the Debtor
will be authorized to take any and all actions necessary and
appropriate to facilitate the closing of the Sale and implement the
transactions contemplated by the Successful Bid(s).
The Debtor does not have the resources to cure any executory
contract. Accordingly, it will not be seeking to bind any
counterparty to an executory contract to a cure amount, or to cure
a default. Executory contracts will be assumed and assigned under
the Bankruptcy Code only with the consent of the contract
counterparty. Any other assignment will be pursuant to applicable
non-bankruptcy law only.
Because of the diminishing value of the Assets, the Debtor must
close the sale immediately. It asks the Court to waive the 14-day
stay period under Bankruptcy Rules 6004(h) and 6006(d).
The Creditor:
MEDAPOINT D.I.P. FINANCING SPV, LLC
c/o Cleveland Burke
Waller Lansden Dortch & Davis, LLP
100 Congress Ave #1800
Austin, TX 78701-4042
About Medapoint Inc.
Founded in 2009 and based in Austin, Texas, Medapoint, Inc.,
provides software solutions. The applications support more than
1,500 private and municipal providers of emergency medical services
(EMS) throughout the United States, including one of the nation's
leading private ambulance services, which provides more than 1.5
million transports annually.
Medapoint, Inc., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Tex. Case No. 17-10876) on July 17,
2017. In the petition signed by Eric J. Becker, its president, CEO
and director, the Debtor estimated assets and liabilities of $1
million to $10 million.
Judge Tony M. Davis presides over the case.
The Debtor tapped Spector & Johnson PLLC as legal counsel; K&L
Gates as special counsel; and Match Point Partners LLC as
investment banker.
MEDEX PATIENT: Taps Shipe Dosik Law as Special Franchisee Counsel
-----------------------------------------------------------------
Medex Patient Transport, LLC, seeks authority from the U.S.
Bankruptcy Court for the Middle District of Tennessee to employ
Brad Shipe, Esq. and Shipe Dosik Law LLC as special franchisee
counsel.
Brad Shipe, Esq., of Shipe Dosik Law LLC, attests that he has no
connection with the Debtor's creditors or any other
party-in-interest and represents no interest adverse to the Debtor
or the Debtor's estate in the matters upon which the firm will be
engaged.
The counsel can be reached through:
Brad Shipe, Esq.
Shipe Dosik Law LLC
2107 N. Decatur Road #347
Decatur, GA 30033
Phone: (404) 946-3580
About Medex Patient Transport
Medex Patient Transport, LLC, d/b/a Caliber Care + Transport --
https://www.caliberpatientcare.com/ -- is a non-emergency medical
transport company that provides services including ambulatory,
wheelchair, and stretcher transport. Caliber is based in Music
City USA, Nashville, with 30 locations throughout Atlanta, GA;
Bentonville, AR; Birmingham, AL; Cleveland, OH; Columbus, OH;
Dallas, TX; Ft Myers, FL; Houston, TX; Knoxville, TN; LaFayette,
GA; Memphis, TN; Montgomery, AL; Nashville, TN; Pinellas County,
FL; St. Louis, MO; San Jose, CA; and Winston-Salem, NC.
Medex Patient Transport filed a Chapter 11 petition (Bankr. M.D.
Tenn. Case No. 18-03189) on May 10, 2018. In the petition signed
by Klein Calvert, chief manager, the Debtor disclosed $515,901 in
total assets and $2.33 million in total liabilities. The case is
assigned to Judge Charles M. Walker. Joseph P. Rusnak, Esq., at
Tune, Entrekin & White, P.C., is the Debtor's bankruptcy counsel.
MOMENTUM COMMUNITY: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Momentum Community Development, LLC
2530 Sara Jan Parkway, 126
Grand Prairie, TX 75052
Business Description: Momentum Community Development, LLC
is a Grand Prairie, Texas-based company.
Chapter 11 Petition Date: June 4, 2018
Court: United States Bankruptcy Court
Northern District of Texas (Dallas)
Case No.: 18-31897
Judge: Hon. Harlin DeWayne Hale
Debtor's Counsel: Robert Thomas DeMarco, Esq.
DEMARCO MITCHELL, PLLC
1255 W. 15th St., Ste 805
Plano, TX 75075
Tel: (972) 578-1400
Fax: (972) 346-6791
E-mail: robert@demarcomitchell.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Robert Haggerty, managing member.
The Debtor filed an empty list of 20 largest unsecured creditors.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/txnb18-31897.pdf
MONGE PROPERTY: Hires Henson & Company CPAs as Accountant
---------------------------------------------------------
Monge Property Investments, Inc., seeks authority seeks authority
from the U.S. Bankruptcy Court for the Central District of
California to employ Stephen Henson and Henson & Company CPAs,
Inc., as accountant for the estate, as of May 9, 2018.
Services Henson will provide are:
1. prepare and file 2017 corporate tax returns, Forms 1120 and
100;
2. provide 2017 Bookkeeping services;
3. prepare and file 2016 and 2017 annual unemployment tax
returns, Form 940;
4. prepare and file 2016 Federal payroll tax returns, Form 941
for quarters 2, 3 and 4;
5. prepare and file 2017 Federal payroll tax returns, Form 941
for all 4 quarters;
6. prepare 2018 Federal payroll tax returns, Form 941 for all
4 quarters; and
7. amend 2017 corporate tax returns, Forms 1120 and 100.
Fees charged by Henson are:
1. $750: Prepare and file 2017 corporate tax returns, Forms
1120 and 100;
2. $900: 2017 Bookkeeping services;
3. $400: Prepare and file 2016 and 2017 annual unemployment
tax returns, Form 940;
4. $450: Prepare and file 2016 Federal payroll tax returns,
Form 941 for quarters 2, 3 and 4;
5. $600: Prepare and file 2017 Federal payroll tax returns,
Form 941 for all 4 quarters;
6. $600: 2018 Federal payroll tax returns, Form 941 for all 4
quarters; and
7. $600: Amend 2017 corporate tax returns, Forms 1120 and
100.
Stephen Henson, CPA, president and owner of Henso & Company, CPAs,
assures the Court that he is a "disinterested person" within the
meaning of 11 U.S.C. Sec. 101.
The accountant can be reached through:
Stephen Henson, C.P.A.
Henson & Company, CPA's, Inc.
2045 Huntington Drive, Suite B
South Pasadena, CA 91030
Phone: (626) 403-4410
Fax (626) 403-4411
E-mail hensoncpa@earthlink.net
About Monge Property Investments
Monge Property Investments, Inc., sought Chapter 11 protection
(Bankr. C.D. Cal. Case No. 12-29275) on May 31, 2012. In the
petition signed by Ruben Monge, Jr., president, the Debtor
estimated assets in the range of $1 million to $10 million and up
to $500,000 in debt.
Judge Thomas B. Donovan is assigned to the case.
On April 9, 2018, an order granting a motion to withdraw Valensi
Rose, PLC, as counsel was entered. The Debtor filed the
substitution of attorney on April 13, 2018. Simon Resnik Hayes
LLC, is presently serving as counsel to the Debtor.
MONTGOMERY SERVICES: Hires Furr Cohen as Attorney
-------------------------------------------------
Montgomery Services, Inc., d/b/a Mammoth Restoration of the Palm
Beaches, and Mammoth Restoration of Florida LLC seek authority from
the U.S. Bankruptcy Court for the Southern District of Florida
(West Palm Beach) to employ Aaron A. Wernick, Esq., and the firm of
Furr Cohen as attorneys.
The professional services the attorney will render are:
(a) give advice to the debtors with respect to their powers
and duties as debtors-in-possession and the continued management of
their business operations;
(b) advise the debtors with respect to its responsibilities in
complying with the U.S. Trustee's Operating Guidelines and
Reporting Requirements and with the rules of the court;
(c) prepare motions, pleadings, orders, applications,
adversary proceedings, and other legal documents necessary in the
administration of the case;
(d) protect the interest of the debtors in all matters pending
before the court; and
(e) represent the debtors in negotiation with its creditors in
the preparation of a plan.
Furr Cohen's hourly rates are:
Hourly Rate
-----------
Robert C. Furr $650
Charles I. Cohen $550
Alvin S. Goldstein $550
Alan R. Crane $500
Marc P. Barmat $500
Aaron R. Wernick $500
Jason S. Rigoli $350
Paralegals $150
Aaron A. Wernick, Esq., attorney in the law firm of Furr Cohen,
attests that neither he nor the firm represent any interest adverse
to the debtor, or the estate, and they are disinterested persons as
required by 11 U.S.C. Sec. 327(a).
The firm can be reached through:
Aaron A Wernick, Esq.
Furr Cohen
2255 Glades Rd # 301E
Boca Raton, FL 33431
Phone: (561) 395-0500
Fax : (561) 338-7532
Email: awernick@furrcohen.com
About Montgomery Services
Montgomery Services, Inc., d/b/a Mammoth Restoration of the Palm
Beaches, is a leader in Pennsylvania repair and restoration.
Montgomery Services filed a voluntary petition under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-15699) on
May 11, 2018, estimating under $1 million both in assets and
liabilities. Aaron A. Wernick, Esq., at FURR & COHEN, is the
Debtor's counsel.
MURRAY ENERGY: Bank Debt Trades at 8% Off
-----------------------------------------
Participations in a syndicated loan under which Murray Energy is a
borrower traded in the secondary market at 92.31
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 0.75 percentage points from the
previous week. Murray Energy pays 650 basis points above LIBOR to
borrow under the $1.7 billion facility. The bank loan matures on
April 10, 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.
NATIONS FIRST: Sale of Office Equipment to TopMark Approved
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of California
authorized Nations First Capital, LLC's sale of its office
equipment located 516 Gibson Drive, Suite 160, Roseville,
California to TopMark Funding, LLC for the assumption by TopMark of
the secured debt owed to Blue Bridge Financial, LLC on the Office
Equipment and the waiver of all claims by Blue Bridge against the
Debtor.
A hearing on the Motion is set for May 15, 2018 at 10:30 a.m.
The sale is free and clear of any liens, claims and encumbrances
other than the lien of Blue Bridge Financial.
About Nations First Capital
Nations First Capital, LLC, d/b/a Go Capital, headquartered in
Roseville, California, specializes exclusively on providing capital
on semi-trucks and trailers. The Company provides unique solutions
customized to answer the specific needs of the trucking industry.
Its services most of the credit spectrum with an expertise in
challenged credit and owner operator business.
Nations First Capital filed a Chapter 11 petition (Bankr. E.D. Cal.
Case No. 18-20668) on Feb. 7, 2018. In the petition signed by
James Daniel Summers, managing director, the Debtor estimated $1
million to $10 million in assets and $10 million to $50 million in
liabilities. Judge Christopher M. Klein presides over the case.
Steven H. Felderstein, Esq., at Felderstein Fitzgerald Willoughby &
Pascuzzi LLP, is the Debtor's bankruptcy counsel.
NATURE'S SECOND CHANCE: Hires HeplerBroom as Counsel
----------------------------------------------------
Nature's Second Chance Hauling LLC seeks authority from the U.S.
Bankruptcy Court for the Southern District of Illinois (East St
Louis) to hire HeplerBroom, LLC, as counsel.
The professional services the Firm will to render are:
(a) advise the Debtor with respect to matters in litigation
affecting Debtor's continued operation of its business and property
as Debtor-in-Possession, including, without limitation, defense of
any motions for relief from the automatic stay, motions to borrow
funds, motions by the Debtor to use property that may constitute
cash collateral, and other motions and matters related to an
appropriate in proceedings under Chapter 11 of the Bankruptcy
Code;
(b) assist the Debtor in formulation and presentation to
creditors and parties-in-interest of Chapter 11 Plan;
(c) assist the Debtor in implementation of a Chapter 11 Plan;
(d) represent the Debtor in connection with actions under
Chapter 5 of the Bankruptcy Code;
(e) object to claims, when appropriate;
(f) provide such other and further services as are necessary,
including, without limitation, the defense of contested matters.
HeplerBroom's hourly rates are:
Steven M. Wallace $325
Andrew C. Carruthers $300
Associate Attorneys $175
Steven M. Wallace, Esq., partner with partner with HeplerBroom,
LLC, attests that his firm is a "disinterested person" within the
meaning of Sections 101(14) and 327(a) of the United States
Bankruptcy Code.
The counsel can be reached through:
Steven M. Wallace, Esq.
HEPLERBROOM LLC
130 N Main St
PO Box 510
Edwardsville, IL 62025
Tel: (618) 307-1185
Fax: (855) 656-1364
E-mail: steven.wallace@heplerbroom.com
About Nature's Second Chance Hauling
Nature's Second Chance Hauling, LLC, based in Alton, Illinois, is a
privately-held company that provides specialty trucking services to
a number of Fortune 500 Companies throughout the United States.
Nature's Second Chance Hauling sought protection under Chapter 11
of the Bankruptcy Code (Bankr. S.D. Ill. Case No. 18-30328) on
March 19, 2018.
In the petition signed by Vern Van Hoy, managing member, the Debtor
estimated assets of $1 million to $10 million and liabilities of $1
million to $10 million.
The Debtor tapped Heplerbroom LLC as its legal counsel.
NEW ENGLAND CONFECTIONERY: Committee Taps Sheehan as Legal Counsel
------------------------------------------------------------------
The official committee of unsecured creditors of New England
Confectionery Company, Inc. seeks approval from the U.S. Bankruptcy
Court for the District of Massachusetts to hire Sheehan Phinney
Bass & Green PA as its legal counsel.
The firm will advise the committee regarding the administration of
the Debtor's Chapter 11 case; represent the committee in any
proposed plan of reorganization or sale of the Debtor's assets;
conduct an examination of the Debtor's affairs; and provide other
legal services related to the case.
The firm's hourly rates range from $260 to $490 for partners, $175
to $310 for associates, and $155 to $205 for paralegals. The
attorneys designated to represent the committee are:
Christopher Candon $385
James LaMontagne $385
Charles Waters $425
Christopher Candon, Esq., a partner at Sheehan Phinney, disclosed
in a court filing that he and other members of the firm neither
hold nor represent any interest adverse to the Debtor's estate.
The firm can be reached through:
Christopher M. Candon, Esq.
Sheehan Phinney Bass & Green PA
255 State Street, 5th Floor
Boston, MA 02109
Phone: 603.627.8168
Fax: 603.641.8768
Email: ccandon@sheehan.com
About Necco Holdings and New England
Confectionery Company
NECCO Holdings, Inc. and New England Confectionery Company, Inc.
http://www.necco.com/-- are producers and suppliers 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.
The three petitioning creditors claimed they were owed more than
$1.6 million. Americraft Carton is represented by Sheehan Phinney
Bass + Green PA. Ungermans Packaging Solutions is represented by
Cohn & Dussi, LLC. Genpro is represented by Riker, Danzig, Sherer,
Hyland & Perretti.
In the petition signed by Necco President Michael McGee, 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 Burns & Levinson LLP as its bankruptcy counsel.
The Court appointed Harry B. Murphy, Esq., at Murphy & King, as
Necco's Chapter 11 trustee. The Trustee hired his own firm as
legal counsel; Verdolino & Lowey, P.C. as financial advisor; and
Threadstone Advisors, LLC as investment banker.
On May 10, 2018, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors.
NINE WEST: Seeks to Hire BDO USA as Auditor
-------------------------------------------
Nine West Holdings, Inc., seeks approval from the U.S. Bankruptcy
Court for the Southern District of New York to hire BDO USA, LLP as
its auditor and accountant.
The firm will audit the consolidated financial statements of the
company and its affiliates, including their consolidated balance
sheet as of December 30, 2017; audit the Debtors' 2018 consolidated
financial statements; audit three employee benefit plans for 2017;
and provide other services requested by the Debtors.
BDO and the Debtors negotiated a flat fee of $880,000 for the 2017
audit services, all of which was paid prior to the petition date.
Meanwhile, the firm and the Debtors negotiated a flat fee of
$600,000 for the 2018 audit services, and $127,500 for the audit of
the employee benefit plans.
The firm will charge these hourly rates for any additional
services:
Partners/Director $580 - $750
Senior Manager $350 - $475
Manager $270 - $350
Senior $200 - $270
Staff $175 - $200
Anthony Castellano, a partner at BDO, disclosed in a court filing
that his firm is a "disinterested person" as defined in section
101(14) of the Bankruptcy Code.
The firm can be reached through:
Anthony Castellano
BDO USA, LLP
100 Park Avenue
New York, NY 10017
Tel: 212-885-8000 / 212-885-7384
Fax: 212-697-1299
E-mail: acastellano@bdo.com
About Nine West Holdings
Nine West Holdings is a footwear, accessories, women's apparel, and
jeanswear company with a portfolio of brands that includes Nine
West, Anne Klein, and Gloria Vanderbilt. The company is a
wholesale partner to major U.S. retailers and has international
licensing arrangements covering more than 1,200 points of sale
around the world.
On April 6, 2018, Nine West Holdings, Inc., and 10 affiliates
sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No.
18-10947). Nine West estimated $500 million to $1 billion in
assets and $1 billion to $10 billion in liabilities as of the
bankruptcy filing.
The Hon. Shelley C. Chapman is the case judge.
Nine West Holdings' legal advisors are Kirkland & Ellis LLP. The
Company's financial advisor is Lazard Freres & Co., and its
restructuring advisor is Alvarez & Marsal North America LLC. Prime
Clerk LLC is the claims and noticing agent.
The Independent Directors tapped Munger, Tolles & Olson LLP as
counsel and Berkeley Research Group as financial advisor.
William K. Harrington, the U.S. Trustee for Region 2, appointed an
official committee of unsecured creditors. The committee tapped
Akin Gump Strauss Hauer & Feld LLP as its legal counsel; Houlihan
Lokey Capital, Inc. as investment banker; and Protiviti Inc. as
financial advisor and forensic accountant.
NORTHERN OIL: Expects to Close Salt Creek Acquisition Deal Soon
---------------------------------------------------------------
Northern Oil and Gas, Inc., said it expects to close its previously
announced acquisition transaction with Salt Creek Oil and Gas, LLC
in the near future. At closing, the Company will issue 6,000,000
shares of its common stock in partial consideration for its
acquisition of oil and gas properties in North Dakota from Salt
Creek.
About Northern Oil
Minnetonka, Minnesota-based Northern Oil and Gas, Inc. --
http://www.NorthernOil.com/-- is an exploration and production
company with a core area of focus in the Williston Basin Bakken and
Three Forks play in North Dakota and Montana. During 2017, the
Company added 354 gross (16.9 net) wells in the Williston Basin.
At Dec. 31, 2017, the Company owned working interests in 3,262
gross (229.0 net) producing wells, with substantially all the wells
targeting the Bakken and Three Forks formations. As of Dec. 31,
2017, the Company leased approximately 143,253 net acres, all
located in the Williston Basin, of which approximately 124,404 net
acres were developed.
Northern Oil reported a net loss of $9.19 million in 2017, a net
loss of $293.5 million in 2016, and a net loss of $975.4 million in
2015. As of March 31, 2018, Northern Oil had $664.5 million in
total assets, $1.15 billion in total liabilities and a total
stockholders' deficit of $488.77 million.
* * *
In May 2018, Moody's Investors Service upgraded Northern Oil and
Gas, Inc.'s (NOG) Corporate Family Rating (CFR) to 'Caa1' from
'Caa2' and Probability of Default Rating (PDR) to 'Caa1-PD/LD' from
'Caa2-PD'. The upgrade of NOG's CFR to Caa1 reflects its improved
leverage profile, reduced refinancing risk associated with the
remaining $203 million of notes due June 2020, and Moody's
expectation that the company will grow production and operating
cash flows.
In May 2018, S&P Global Ratings raised its corporate credit rating
on Northern Oil and Gas to 'B-' from 'SD'. The upgrade follows the
completion of the company's debt exchange, which included about
$500 million in unsecured debt in exchange for about $344 million
in second-lien secured notes and $155 million in equity.
NORTHERN POWER: Fails to Comply with Comerica Bank Debt Covenants
-----------------------------------------------------------------
Northern Power Systems Corp disclosed in a Form 8-K filed with the
Securities and Exchange Commission that Comerica Bank informed the
Company on May 29, 2018, that it is currently not in compliance
with two covenants under the Amended and Restated Loan and Security
Agreement by and between the Company and Comerica dated Dec. 31,
2013 and as amended. The Covenants require that the Company (i)
remain the owner of unencumbered liquid assets having a value of
not less than $1,000,000 and (ii) hold no more than $500,000 at
banks other than Comerica. The Company is currently working with
Comerica to obtain a limited waiver relating to the Company's
compliance with the two Covenants and is exploring with Comerica
amending the Loan, including the Covenants, to facilitate the
Company's compliance with its obligations under the Loan. Based on
conversations to date with Comercia, the Company believes that it
will obtain a waiver, but there can be no assurances that Comerica
will waive the violation of the Covenants or any future covenant
violations under the Loan or agree to amend the terms of the Loan.
As of May 31, 2018, the Company had $1.3 million in obligations
outstanding under the Loan.
The Company's current non-compliance with the Covenants constitutes
a covenant breach under the Loan and an event of default. However,
the Loan provides the Company a cure period of 10 days and the
Company can be granted additional time of up to 30 days so long as
the Company diligently attempts to cure the default within this
period and, in any case, any failure to cure such covenant default
during the period despite diligent efforts to cure such breach will
not be deemed an event of default under the Loan, but Comerica may
opt not to make any credit extensions under the Loan.
About Northern Power Systems
Northern Power Systems -- http://www.northernpower.com/-- designs,
manufactures, and sells distributed power generation and energy
storage solutions with its advanced wind turbines, inverters,
controls, and integration services. With approximately 20 million
run-time hours across its global fleet, Northern Power wind
turbines provide customers with clean, cost-effective, reliable
renewable energy. NPS turbines utilize patented permanent magnet
direct drive (PMDD) technology, which uses fewer moving parts,
delivers higher energy capture, and provides increased reliability
thanks to reduced maintenance and downtime. Northern Power also
develops Energy Storage Solutions (ESS) based on the FlexPhase
power converter platform, which features patented converter
architecture and controls technology for advanced grid support and
generation applications.
Northern Power reported net income of $59,000 for the year ended
Dec. 31, 2017, compared to a net loss of $8.94 million for the year
ended Dec. 31, 2016. As of March 31, 2018, Northern Power had
$11.75 million in total assets, $15.69 million in total liabilities
and a total shareholders' deficiency of $3.94 million.
RSM US LLP, in Boston, Massachusetts, the Company's auditor since
2014, issued a "going concern" opinion in its report on the
consolidated financial statements for the year ended Dec. 31, 2017,
citing that the Company has suffered recurring cash losses from
operations and its total liabilities exceed its total assets. This
raises substantial doubt about the Company's ability to continue as
a going concern.
NOVABAY PHARMACEUTICALS: Stockholders Elected 2 Directors
---------------------------------------------------------
NovaBay Pharmaceuticals, Inc., held its 2018 Annual Meeting of
Stockholders on May 31, 2018, at which the stockholders elected
Yonghao (Carl) Ma and Xinzhou (Paul) Li as Class II directors to
hold office for a term of three years and until their respective
successors are elected and qualified. The stockholders approved an
amendment to the Amended and Restated Certificate of Incorporation
of the Company to decrease the number of authorized shares of the
Company common stock from 240,000,000 to 50,000,000 and to delete
certain provisions relating to the already effective reverse stock
split. In addition, the stockholders ratified the appointment by
the Company's Audit Committee of OUM & Co. LLP as the Company's
independent registered public accounting firm for the fiscal year
ending Dec. 31, 2018.
About NovaBay Pharmaceuticals
Based in Emeryville, California, NovaBay Pharmaceuticals --
http://www.novabay.com/-- is a medical device company
predominately focused on eye care. The Company is currently
focused primarily on commercializing Avenova, a prescription
product sold in the United States for cleansing and removing
foreign material including microorganisms and debris from skin
around the eye, including the eyelid.
Novabay reported a net loss and comprehensive loss of $7.40 million
in 2017, a net loss and comprehensive loss of $13.15 million in
2016, and a net loss and comprehensive loss of $18.97 million in
2015. As of March 31, 2018, Novabay had $13.82 million in total
assets, $4.95 million in total liabilities and $8.87 million in
total stockholders' equity.
As of March 31, 2018, the Company's cash and cash equivalents were
$8.3 million, compared to $3.2 million as of Dec. 31, 2017. The
Company has sustained operating losses for the majority of its
corporate history and expects that its 2018 expenses will exceed
its 2018 revenues, as it continues to invest in its Avenova
commercialization efforts. The Company expects to continue
incurring operating losses and negative cash flows until revenues
reach a level sufficient to support ongoing growth and operations.
The Company's planned operations raise substantial doubt about its
ability to continue as a going concern, according to the Company's
Quarterly Report for the period ended March 31, 2018.
OLAS CAPITAL: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Olas Capital, LLC
340 Sunset Dr, # 1410
Fort Lauderdale, FL 33301-2649
Business Description: Olas Capital, LLC is the fee simple owner
of two vacant lots located in Lauderdale,
Florida valued by the company at $1.95
million in the aggregate.
Chapter 11 Petition Date: June 4, 2018
Case No.: 18-16732
Court: United States Bankruptcy Court
Southern District of Florida (Fort Lauderdale)
Judge: Hon. John K Olson
Debtor's Counsel: Chad T. Van Horn, Esq.
VAN HORN LAW GROUP, P.A.
330 N Andrews Ave #450
Ft. Lauderdale, FL 33301
Tel: 954-765-3166
Fax: 954-756-7103
Email: Chad@cvhlawgroup.com
Total Assets: $1.95 million
Total Liabilities: $1.98 million
The petition was signed by David Kim Hackett, managing
member/owner.
A copy of the Debtor's list of eight unsecured creditors is
available for free at:
http://bankrupt.com/misc/flsb18-16732_Creditors.pdf
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/flsb18-16732.pdf
OPAL ACQUISITION: Bank Debt Trades at 4% Off
--------------------------------------------
Participations in a syndicated loan under which Opal Acquisition
Inc. is a borrower traded in the secondary market at 96.21
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 0.62 percentage points from the
previous week. Opal Acquisition pays 400 basis points above LIBOR
to borrow under the $825 million facility. The bank loan matures on
November 21, 2020. Moody's rates the loan 'B2' 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.
OZZ INVESTING: Taps Ernest P. DeMarco as Accountant
---------------------------------------------------
Ozz Investing, LLC, seeks approval from the U.S. Bankruptcy Court
for the District of New Jersey to hire Ernest P. DeMarco &
Associates, LLC as its accountant.
The firm will prepare the Debtor's monthly operating reports and
tax returns; assist in the negotiation of claims by taxing
authorities; and provide other accounting services.
The firm will charge these hourly rates:
Dennis Barker, CPA $330
Staff CPA $275
Staff Accountant $180
Dennis Barker, a certified public accountant employed with DeMarco,
disclosed in a court filing that he and his firm are
"disinterested" as defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
Dennis G. Barker
Ernest P. DeMarco & Associates, LLC
533 Lafayette Avenue
Hawthorne, NJ 07506
Main Number: (973) 423-3177
Fax: (973) 423-0975
Email: ernest.demarco@demarcocpa.com
About Ozz Investing
Ozz Investing, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D.N.J. Case No. 18-20201) on May 20, 2018.
In the petition signed by Mahmoud Ozdamir, member, the Debtor
estimated assets of less than $500,000 and liabilities of less than
$500,000. Judge Vincent F. Papalia presides over the case.
OZZ INVESTING: Taps Hook & Fatovich as Legal Counsel
----------------------------------------------------
Ozz Investing, LLC, seeks approval from the U.S. Bankruptcy Court
for the District of New Jersey to hire Hook & Fatovich, LLC, as its
legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code and will provide other legal services related to
its Chapter 11 case.
The firm will charge these hourly rates:
Ilissa Churgin Partner $350
Milica Fatovich Partner $350
Law Clerk $150
Paralegal/Legal Assistant $130
Hook & Fatovich is "disinterested" as defined in section 101(14) of
the Bankruptcy Code, according to court filings.
The firm can be reached through:
Milica A. Fatovich, Esq.
Hook & Fatovich, LLC
1044 Route 23 North, Suite 204
Wayne, NJ 07470-5826
Phone: (973) 686-3800
E-mail: ihook@hookandfatovich.com
E-mail: mfatovich@hookandfatovich.com
About Ozz Investing
Ozz Investing, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D.N.J. Case No. 18-20201) on May 20, 2018.
In the petition signed by Mahmoud Ozdamir, member, the Debtor
estimated assets of less than $500,000 and liabilities of less than
$500,000. Judge Vincent F. Papalia presides over the case.
PENTHOUSE GLOBAL: Assets Sold for $11.2 Million
-----------------------------------------------
Mark Madler of San Fernando Valley Business Journal, citing media
reports, says the assets of Penthouse Global Media have been sold
for $11.2 million to the owner of XVideos.com.
According to Business Journal, adult industry news outlet XBiz said
the XVideos.com management was among 400 individuals, companies and
other investors in the adult entertainment industry expressing
interest in Penthouse's intellectual property, videos,
publications, broadcasting and digital rights. Business Journal
notes that at the time of the bankruptcy filing, Penthouse Global
Chief Executive Kelly Holland told XBiz that she was going to
streamline and strengthen the business so that it had the financial
flexibility to make the necessary investments in operations.
It was not known if Holland would remain with Penthouse under the
new ownership, Business Journal adds.
About Penthouse Global
Headquartered in Chatsworth, California, Penthouse Global Media,
Inc. -- http://www.penthouseglobalmedia.com/-- was launched in
February 2016 as an acquisition by veteran entertainment executive,
Kelly Holland. The Company continues the 50+ year Penthouse brand
legacy. The focal point of the business includes four main
branches: broadcast, publishing, licensing and digital. Various
Penthouse TV channels are available in over 100 countries.
Penthouse Magazine was founded in the U.K. in 1965 by Bob Guccione
and brought to the U.S. in 1969.
Penthouse Global Media, Inc. and its affiliates filed Chapter 11
petitions (Bankr. C.D. Cal. Lead Case No. 18-10098) on Jan. 11,
2018. In the petitions signed by Kelly Holland, CEO, Penthouse
Media estimated its assets at up to $50,000 and its liabilities at
between $10 million and $50 million. Penthouse Broadcasting
estimated its assets at between $1 million and $10 million and
liabilities at between $500,000 and $1 million. Penthouse
Licensing estimated its assets and liabilities at between $1
million and $10 million.
Judge Martin R. Barash presides over the case.
Michael H. Weiss, Esq., and Laura J. Meltzer, Esq., at Weiss &
Spees, LLP, serve as the Debtors' bankruptcy counsel. The Debtors
hired Akerman LLP, the Law Offices of Allan B. Gelbard and the Law
Offices of Dermer Behrendt as litigation counsel.
The Office of the U.S. Trustee appointed an official committee of
unsecured creditors on Jan. 30, 2018. The Committee retained
Raines Feldman LLP as its legal counsel.
On March 6, 2018, the court approved the appointment of David K.
Gottlieb as Chapter 11 trustee. The Trustee tapped Pachulski Stang
Ziehl & Jones LLP as bankruptcy counsel and Province, Inc., as
financial advisor.
PENTHOUSE GLOBAL: Dream Media Buying All Assets for $3 Million
--------------------------------------------------------------
Judge Martin R. Barash of the U.S. Bankruptcy Court for the Central
District of California authorized Penthouse Global Media's sale of
substantially all assets to Dream Media Corp. for $3 million,
subject to overbid.
A hearing on the Motion was held on May 9, 2018.
Dream Media is designated as the Stalking Horse Bidder pursuant to
the terms set forth in the Settlement Agreement. If the Trustee
elects to sell the Assets at the Auction in parts, rather than as
one bulk sale, the Trustee and Dream Media will have the right, at
or prior to the Auction, to apportion the $3 million Stalking Horse
Bid contained in the Settlement Agreement among the various Assets
as they deem appropriate, in which case Dream Media's full credit
bid rights will apply to each such apportionment and continue
throughout the entirety of the Auction.
By no later than May 14, 2018, the Trustee will file with the Court
the initial form of a proposed APA between the Trustee and Dream
Media as the Stalking Horse Bidder. The Trustee and Dream Media
will have the right to modify the APA at any time for any reason
the Trustee and Dream Media deem appropriate, including to
apportion the Assets in parts as described. Any party wishing to
be a Qualified Bidder at the Auction may obtain a word version copy
of the APA from the counsel to the Trustee.
Any prospective bidder that wishes to participate in the bidding
process for the Assets must, no later than May 30, 2018 (i.e.,
three business days prior to the Auction) at 5:00 p.m. (PET), do
all of the following:
a. Submit to the Trustee, through his counsel, an irrevocable
offer in the form of an executed APA. The Potential Bidder will
also submit a "blacklined" or otherwise marked copy of the Modified
Agreement reflecting the differences between the Modified Agreement
and the form of APA. Additionally, the Potential Bidder must
designate on the Schedule of Assumed Contracts appended to the
Modified Agreement those executory contracts and unexpired leases,
if any, that such Potential Bidder seeks the Trustee to assume and
assign to the Potential Bidder as part of the Potential Bidder's
purchase offer as reflected in the Modified Agreement and those
license agreements, if any, that such Potential Bidder seeks the
Trustee to assign to the Potential Bidder as part of the Potential
Bidder's purchase offer as reflected in the Modified Agreement.
The Modified Agreement must not contain any requirement that the
sale order become a final order as a condition to closing.
b. If such bid is for all of the Assets, the Potential Bidder
must agree, in such Modified Agreement, to a purchase price that
provides for payment in cash at closing in an initial minimum
amount equal to or exceeding the sum of $3,100,000 (which is the
Stalking Horse Bid for all of the Assets plus the $100,000
overbid).
c. If a bid is for all of the Assets, then by May 30, 2018,
the Potential Bidder must deliver a good faith cash deposit to the
Trustee in the form of a cashier’s check or wire transfer, in the
amount of $250,000, which the Trustee will maintain in a segregated
account.
d. If a bid is for fewer than all of the Assets, then by May
30, 2018, the Potential Bidder must deliver to the Trustee a Bid
Deposit in an amount equal to 10% of the purchase price offered in
such Potential Bidder's Modified Agreement. The Bid Deposit will
immediately become non-refundable and will be credited toward the
purchase price of the winning bidder, if and when the transaction
with the Potential Bidder making such Bid Deposit is deemed by the
Court upon the recommendation and request of the Trustee to be the
winning bid or the successful back-up bid at the Auction and
approved by the Court at the Sale Hearing which will immediately
follow the Auction.
e. If a Potential Bidder's bid is not designated as a
Qualified Bid, or such bid is not approved as the Successful Bid or
the Back-Up Bid at the Sale Hearing, the Bid Deposit of such bidder
will be returned by the Trustee to such bidder within five business
days after the completion of the Sale Hearing.
f. If a Potential Bidder's bid is designated by the Court as
the Back-Up Bid for all or a portion of the Assets, and the party
that submitted the Successful Bid timely consummates its purchase,
the Bid Deposit of the party who submitted the Back-Up Bid will be
returned by the Trustee to such Back-Up Bidder within five (5)
business days following the consummation of the purchase by the
Successful Bidder.
g. The Auction to determine the Successful Bidder(s) for the
Assets will commence on June 4, 2018, at 12:00 p.m. noon (PT) in
Courtroom 303 of the U.S. Bankruptcy Court located at 21041 Burbank
Boulevard, Woodland Hills, CA, and, if not completed on June 4,
2018, will continue on June 5, 2018, commencing at 9:00 a.m. (PT)
until completed.
h. All Assets of the Debtors are being sold without recourse,
representation or warranty. Any Assets or rights of the Debtors
involved in litigation or other disputes are being sold "As Is,
Where Is" subject to such litigation claims and defenses.
i. Each subsequent bid for all of the Assets must exceed the
amount of the preceding bid by the sum of at least $100,000 or
figures which are wholly dividable by $100,000 and will not be
modified in a manner that causes it no longer to be a Qualified
Bid.
j. The Stalking Horse Bidder may participate in overbidding by
increasing its credit bid up to the maximum amount of the "Full
Dream Media Claim" as defined in the Settlement Agreement, and the
amount of any overbid by the Stalking Horse Bidder that exceeds the
Maximum Credit Bid will be in cash.
k. If the Trustee does not receive at least one Qualified Bid
from a Qualified Bidder other than the Stalking Horse Bidder, then
no Auction will be scheduled or conducted, and the Court at the
Sale Hearing will approve of the Trustee’s sale of all of the
Assets to the Stalking Horse Bidder in accordance with the terms of
the Settlement Agreement.
The Trustee is in the process of documenting a transaction
involving certain trademarks and ancillary rights to be sold to
Penthouse Clubs Global Licensing, LLC as described in that certain
Term Sheet – Trustee's Exhibit 1 filed with the Court on May 10,
2018. Provided the Trustee is able to finalize his agreement with
the Penthouse Club Licensee and such agreement is approved by the
Court, then in addition to everything else set forth in the Order,
any bid submitted at the Auction for all of the Assets must include
an assumption of all of the Trustee's obligations under the license
agreement to be entered into by and between the Penthouse Club
Licensee and the Trustee, which license agreement is expected to
provide for a perpetual license of certain Penthouse intellectual
property related to the Penthouse Clubs.
Any bid submitted at the Auction for all of the Assets must also
include an assumption of (a) all of the Trustee's obligations under
all other license agreements that the Trustee entered into
subsequent to his appointment, and (b) the postpetition contracts
and license agreements listed on the schedule of assumed
post-petition contracts appended to the APA.
Notwithstanding any applicability of Bankruptcy Rule 6004(h) and/or
any other Bankruptcy Rule, the terms and conditions of the Order
will be immediately effective and enforceable upon its entry.
The relief granted to the Trustee in the Order will be enforceable
by any successor to the Trustee, including any trustee appointed in
the Cases in the event that the Cases are converted to cases under
chapter 7 of the Bankruptcy Code.
About Penthouse Global
Headquartered in Chatsworth, California, Penthouse Global Media,
Inc. -- http://www.penthouseglobalmedia.com/-- was launched in
February 2016 as an acquisition by veteran entertainment executive,
Kelly Holland. The Company continues the 50+ year Penthouse brand
legacy. The focal point of the business includes four main
branches: broadcast, publishing, licensing and digital. Various
Penthouse TV channels are available in over 100 countries.
Penthouse Magazine was founded in the U.K. in 1965 by Bob Guccione
and brought to the U.S. in 1969.
Penthouse Global Media, Inc. and its affiliates filed Chapter 11
petitions (Bankr. C.D. Cal. Lead Case No. 18-10098) on Jan. 11,
2018. In the petitions signed by Kelly Holland, CEO, Penthouse
Media estimated its assets at up to $50,000 and its liabilities at
between $10 million and $50 million. Penthouse Broadcasting
estimated its assets at between $1 million and $10 million and
liabilities at between $500,000 and $1 million. Penthouse Licensing
estimated its assets and liabilities at between $1 million and $10
million each.
Judge Martin R. Barash presides over the case.
Michael H. Weiss, Esq., and Laura J. Meltzer, Esq., at Weiss &
Spees, LLP, serve as the Debtors' bankruptcy counsel. The Debtors
hired Akerman LLP, the Law Offices of Allan B. Gelbard and the Law
Offices of Dermer Behrendt as litigation counsel.
The Office of the U.S. Trustee appointed an official committee of
unsecured creditors on Jan. 30, 2018. The Committee retained
Raines Feldman LLP as its legal counsel.
On March 6, 2018, the court approved the appointment of David K.
Gottlieb as Chapter 11 trustee. The Trustee tapped Pachulski Stang
Ziehl & Jones LLP as bankruptcy counsel, and Province, Inc., as
financial advisor.
PHOENIX RISES: Taps Robinson Brog as Legal Counsel
--------------------------------------------------
The Phoenix Rises, LLC, received approval from the U.S. Bankruptcy
Court for the Eastern District of New York to hire Robinson Brog
Leinwand Greene Genovese & Gluck P.C. as its legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; negotiate with creditors; prepare a plan of
reorganization; and provide other legal services related to its
Chapter 11 case.
The firm's hourly rates range from $400 to $700 for shareholders,
$250 to $465 for associates, and $175 to $300 for paralegals.
Robinson Brog received a pre-bankruptcy payment of $5,000 from
Joanne Engles-Bobb, the wife of Debtor's principal, and an
additional $5,000 after the petition date.
Arnold Mitchell Greene, Esq., a shareholder of Robinson Brog,
disclosed in a court filing that the firm and its partners and
associates are "disinterested persons" as defined in Section
101(14) of the Bankruptcy Code.
The firm can be reached through:
Arnold Mitchell Greene, Esq.
Robinson Brog Leinwand Greene
Genovese & Gluck P.C.
875 Third Avenue, 9th Floor
New York, NY 10022
Tel: (212) 603-6399
Fax: (212) 956-2164
Email: amg@robinsonbrog.com
About The Phoenix Rises
The Phoenix Rises, LLC, owns the real property and improvements
located at 934 E. 51st Street, Brooklyn, New York. Phoenix Rises
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
E.D.N.Y. Case No. 18-42184) on April 19, 2018. In the petition
signed by Mark Bobb, managing member, the Debtor estimated assets
of $1 million to $10 million and liabilities of less than $1
million. Judge Elizabeth S. Stong presides over the case.
POP'S PAINTING: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Affiliated companies that filed voluntary petitions seeking relief
under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Pop's Painting, Inc. 18-04673
3805 Drane Field Rd.
Lakeland, FL 33811
Pop's Coatings, Inc. 18-04674
3805 Drane Field Rd.
Lakeland, FL 33811
Business Description: Pop's Painting is a privately held company
in Lakeland, Florida, that offers abrasive
blasting, protective coatings and liners,
powder coating, and intumescent coatings to
individual and/or small business clients.
The company's subsidiary, Pop's Coatings,
provides the industry with powder coating,
fusion bonded epoxy, Teflon, and other
coatings and liners requiring heat cure.
http://www.popsinc.net/
Chapter 11 Petition Date: June 4, 2018
Court: United States Bankruptcy Court
Middle District of Florida (Tampa)
Judge: Hon. Caryl E. Delano
Debtors' Counsel: Elena P. Ketchum, Esq.
STICHTER, RIEDEL, BLAIN & POSTLER, P.A.
110 E. Madison St., Suite 200
Tampa, FL 33602
Tel: 813-229-0144
Fax: 813-229-1811
E-mail: eketchum.ecf@srbp.com
eketchum@srbp.com
Assets and Liabilities:
Estimated Estimated
Assets Liabilities
------------- -----------
Pop's Painting $1 mil. to $10 million $1 mil. to $10 million
Pop's Coatings $50,000 to $100,000 $500,000 to $1 million
The petitions were signed by Mark S. Woods, president.
A copy of Pop's Painting's list of 20 largest unsecured creditors
is available for free at:
http://bankrupt.com/misc/flmb18-04673_creditors.pdf
A copy of Pop's Coatings' list of 14 unsecured creditors is
available for free at:
http://bankrupt.com/misc/flmb18-04674_creditors.pdf
Full-text copies of the petitions are available for free at:
http://bankrupt.com/misc/flmb18-04673.pdf
http://bankrupt.com/misc/flmb18-04674.pdf
PRECIPIO INC: Will Hold Its Annual Meeting on June 15
-----------------------------------------------------
Precipio, Inc. filed a definitive proxy statement on Schedule 14A
with the U.S. Securities and Exchange Commission for use at the
Company's annual meeting of stockholders, which will take place on
June 15, 2018. It is stated in the Proxy Statement that "On the
Record Date there were 19,668,572 issued and outstanding shares of
our common stock", however, due to the exercise of certain warrants
of the Company, the actual number of issued and outstanding shares
of the Company's common stock on the Record Date (as defined in the
Proxy Statement) was 20,468,572 shares.
About Precipio
Omaha, Nebraska-based Precipio, formerly known as Transgenomic,
Inc. -- http://www.precipiodx.com/-- is a cancer diagnostics
company providing diagnostic products and services to the oncology
market. The Company has developed a platform designed to eradicate
misdiagnoses by harnessing the intellect, expertise and technology
developed within academic institutions and delivering quality
diagnostic information to physicians and their patients worldwide.
Precipio operates a cancer diagnostic laboratory
located in New Haven, Connecticut and has partnered with the Yale
School of Medicine.
The audit opinion included in the company's Annual Report on Form
10-K for the year ended Dec. 31, 2017 contains a going concern
explanatory paragraph. Marcum LLP, the Company's auditor since
2016, stated that the Company has a significant working capital
deficiency, has incurred significant losses and needs to raise
additional funds to meet its obligations and sustain its
operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
Precipio reported a net loss available to common stockholders of
$33.21 million in 2017 and a net loss available to common
stockholders of $4.08 million in 2016. As of March 31, 2018,
Precipio had $26.09 million in total assets, $12.68 million in
total liabilities and $13.40 million in total stockholders'
equity.
Nasdaq Delisting Notice
On March 26, 2018, Precipio received written notice from The Nasdaq
Stock Market LLC indicating that, based on the closing bid price of
the Company's common stock for the preceding 30 consecutive
business days, the Company is not in compliance with the $1.00
minimum bid price requirement for continued listing on the Nasdaq
Capital Market. The Notice has no immediate effect on the listing
of Precipio's common stock, and its common stock will continue to
trade on the Nasdaq Capital Market under the symbol "PRPO" at this
time. In accordance with Nasdaq Listing Rule 5810(c)(3)(A),
Precipio has a period of 180 calendar days, or until Sept. 24, 2018
to regain compliance with the Minimum Bid Price Requirement.
RENEWABLE ENERGY: Negative Working Capital Cast Going Concern Doubt
-------------------------------------------------------------------
Renewable Energy and Power, Inc., filed its quarterly report on
Form 10-Q, disclosing a net income of $105,883 on $191,893 of
revenue for the three months ended March 31, 2018, compared with a
net loss of $6,436,687 on $203,052 of revenue for the same period
in 2017.
At March 31, 2018, the Company had total assets of $1,922,506,
total liabilities of $2,855,254, all current, and $932,748 in total
stockholders' deficit.
During the six months ended March 31, 2018, the Company had a loss
from operations of $223,484, negative working capital of $1,144,605
and has an accumulated deficit of $10,040,381 at March 31, 2018.
These factors raise a substantial doubt about the Company's ability
to continue as a going concern. The recoverability of a major
portion of the recorded asset amounts shown in the accompanying
balance sheets is dependent upon continued operations of the
Company, which in turn is dependent upon the Company's ability to
raise additional capital, obtain financing and to succeed in its
future operations.
The Company has begun principal operations and, as is common with a
start-up company, the Company has had recurring losses during its
early stage. The Company's financial statements are prepared using
generally accepted accounting principles applicable to a going
concern which contemplates the realization of assets and
liquidation of liabilities in the normal course of business.
However, the Company does not have significant cash or other
material assets, nor does it have an established source of revenue
sufficient to cover its operating costs and to allow it to continue
as a going concern. In the interim, shareholders of the Company
have committed to meeting its minimal operating expenses.
A copy of the Form 10-Q is available at:
https://is.gd/dc0S3u
About Renewable Energy and Power, Inc.
Renewable Energy and Power, Inc., engages in the business of new
and retrofit applications for light emitting diode (LED) lighting
and solar electrical generation. The company produces and markets
LED light fixtures and components for the residential and
commercial markets. It also focuses on developing Solar Hybrid,
for use in solar energy conversion to electricity. The company
sells its products to various business groups, including outdoor
advertising industry, parking lot lights, and lighting of sales and
inventory areas for car dealers. Renewable Energy and Power, Inc.,
was founded in 2012 and is based in North Las Vegas, Nevada.
RICHARD D. VAN LUNEN: Monty Seeks Appointment of Examiner
---------------------------------------------------------
Monty Titling Trust 1, the largest unsecured creditor of Richard D.
Van Lunen Charitable Foundation, requests the U.S. Bankruptcy Court
for the District of Colorado for appointment of an examiner in the
Chapter 11 case of the Debtor.
Monty is a creditor of the Debtor with standing to prosecute this
Motion. On July 24, 2017, Monty timely filed its proof of claim for
an unsecured claim in the amount of $6,455,791.
On September 15, 2017, Monty sought for the appointment of a
Chapter 11 Trustee based upon the multiple and varied conflicts of
interest of insider James Achterhof, troubling transactions between
the Debtor and its affiliates, improperly scheduled claims, gross
mismanagement of the Debtor and its subsidiaries, misuse of assets,
managerial incompetence, and a lack of any ability to reorganize.
But after two preliminary hearings, the merits of those pleadings
have not been adjudicated, and per the Court's Order, now seeks the
appointment of an examiner.
Achterhof also served as manager of V&H, LLC, and a director and
the sole officer of Digi-Data Corporation, a for-profit entity and
another wholly owned subsidiary of the Debtor, since 2014. Monty
believes that Achterhof has also been an officer of Namleb
Corporation since 2006. Namleb is another wholly owned subsidiary
of the Debtor, and according to the Debtor, Namleb currently has no
assets or operations.
Gordon VanderBrug also serves as a trustee of the Debtor and a
director of Digi-Data. Pre-petition, the Debtor was named as a
defendant in a foreclosure action in the Circuit Court of the
Twentieth Judicial Circuit in and for Lee County, Florida, in Case
No. 12-CA057083. A final foreclosure judgment entered in the
Florida Litigation on March 18, 2013, liquidating the debt and
reserving jurisdiction for entry of a deficiency judgment against
V&H and the Debtor. The Florida Court entered a final deficiency
judgment against V&H finding that Monty is due $5,830,649.03 after
the foreclosure sale of the Property, plus interest and attorneys'
fees and costs.
On August 9, 2017, the Debtor initiated an Adversary Proceeding No.
17-ap1329-MER against Monty seeking a determination that Monty does
not have the right to enforce and is not entitled to payment under
the subject guaranty, and that Monty has committed inequitable
conduct such that its claim should be equitably subordinated. Monty
conducted the Rule 2004 examinations of the Debtor and Digi-Data.
Achterhof appeared on behalf of the Debtor, and Mr. David Crowther
appeared on behalf of Digi-Data.
On October 24, 2017, Monty provided the Debtor with a written
settlement offer and requests for additional information and for
the Debtor to take certain actions. Counsel for the Debtor
indicated a full response would be forthcoming by November 10,
2017. But on November 10, the Debtor sought an extension of time to
amend its complaint.
Again, on January 17, 2018, with the Debtor having not responded to
Monty's good faith settlement offer for three months, Monty
withdrew its written offer.
Monty argues that the Debtor's continued resistance to investigate
the non-Monty claims became apparent in response to the Debtor's
Rule 2004 examination in late August 2017, where the Debtor did not
produce or lacked supporting documentation for any of the Debtor's
scheduled claims. The Debtor holds actual conflicts of interest and
cannot investigate the claims of its insiders who control the
Debtor, its professionals, or its subsidiaries controlled by the
Debtor. The Debtor takes nothing more than a cursory review of
Proofs of Claim to conclude there is insufficient evidence of a
valid claim against the Debtor. But those claims are held by the
very charities the Debtor seeks to gift money to in lieu of paying
Monty.
Monty asserts that the Debtor under the control of Achterhof is not
capable of independently evaluating the validity of the Claims or
causes of action owned by the Debtor. Without an examiner, the
Debtor will continue to ignore its duty to investigate the asserted
insider claims against the estate, which is a direct conflict of
interest. Achterhof openly admitted he undertook no investigation
of the scheduled, undisputed claims of the law firms, VanderBrug,
himself, or the Christian Schools.
Accordingly, due to the Debtor's inaction Monty seeks the
appointment of an examiner with the following duties and powers
to:
(a) Investigate, report on and prosecute on behalf of the
estate any claims against any insiders of the Debtor (i.e. James
Achterhof and Gordon VanderBrug) and/or any professionals employed
by the Debtor (i.e. Rayburn Cooper & Durham, P.A., Rumrell, McLeod
& Brock, and UHY Advisors Mid Atlantic), and/or any affiliates of
the Debtor (i.e. Digi-Data, Namleb, The VLC, Calvin College or
other charities of the Debtor), including but not limited to
actions challenging claims and/or to recover transfers or avoid
obligations under 11 U.S.C. Sections 544, 545, 547, 548, 549, and
553(b);
(b) Investigate and prosecute on behalf of the estate the
pending litigation in Florida which Monty and the Debtor are
parties, and recommend whether such litigation, or aspects of the
litigation, should be resolved through litigation, settlement or
abandonment of certain claims, defenses, or appellate arguments;
(c) Examine, investigate and evaluate all scheduled claims
and proofs of claim, object to the allowance of any claim that is
improper and prosecute any filed or to be filed objection. The
Examiner will have the powers to prosecute, litigate, negotiate,
settle and/or otherwise facilitate resolution of all claims
disputes on behalf of the estate, including the pending Florida
litigation. The Examiner will have the power to settle all claims
against the estate by filing a motion with proper notice; and
(d) Investigate and report on whether the Court should
proceed with considering the Debtor's Amended Disclosure Statement
and Amended Plan currently being held in abeyance.
Counsel for Monty Titling Trust 1
James T. Markus, Esq.
Matthew T. Faga, Esq.
MARKUS WILLIAMS YOUNG AND
ZIMMERMANN LLC
1700 Lincoln Street, Suite 4550
Denver, CO 80203
Telephone: 303-830-0800
Email: mfaga@markuswilliams.com
-- and --
Stephanie C. Lieb, Esq.
TRENAM, KEMKER, SCHARF, BARKIN,
FRYE, O'NEILL & MULLIS, P.A.
101 E. Kennedy Blvd., Suite 2700
Tampa, Florida 33602
Telephone: (813) 223-7474
Email: slieb@trenam.com
About Richard D. Van Lunen Charitable Foundation
Based in Palos Park, Illinois, Richard D. Van Lunen Charitable
Foundation is a foundation that funds primarily for Christian
churches and education.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Colo. Case No. 17-14499) on May 16, 2017. The
petition was signed by James Achterhof, managing trustee and
director.
Jeffrey Weinman, Esq., at Weinman & Associates, P.C., is the
Debtor's its lead counsel, and Patrick D. Vellone, Esq. at Allen
Vellone Wolf Helfrich & Factor P.C. as co-counsel. The Debtor
employs UHY Advisors Mid-Atlantic MD, Inc. as accountant.
At the time of the filing, the Debtor estimated its assets and
debts at $1 million to $10 million.
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 case of Richard D. Van Lunen Charitable
Foundation as of June 27, 2017, according to a court docket.
RIVERDALE FINANCE: Fitch Rates Series 2018A Income Tax Bonds 'BB'
-----------------------------------------------------------------
Fitch Ratings has assigned a 'BB' rating to the following Riverdale
Finance Corporation, IL (the corporation) income tax securitized
bonds:
-- $8.4 million income tax securitized bonds, series 2018A.
In addition, Fitch has assigned a 'CCC' Issuer Default Rating (IDR)
to the village of Riverdale.
The Rating Outlook is Stable.
The series 2018A corporation bonds will: provide funds for the
corporation to purchase all of the village's right, title, and
interest in the income tax revenues from the village pursuant to
the sale agreement; fund a debt service reserve fund; and fund a
capitalized interest fund through April 1, 2023. The village
intends to use the proceeds to refund $2.1 million of outstanding
obligations, establish a working capital fund, and fund certain
capital and infrastructure projects located in the village.
SECURITY
The income tax securitized bonds have a first lien on the village's
local share of the statewide income tax. The pledged revenue
includes all distributions under Section 2 of the State Revenue
Sharing Act from the Local Government Distributive Fund of income
tax amounts payable by the state of Illinois to the village. The
lien is closed to additional bonds.
KEY RATING DRIVERS
Strong Legal Framework: The bankruptcy-remote, statutorily defined
nature of the issuer and a bond structure involving a perfected
first lien security interest in the income tax revenues are key
credit strengths that lead Fitch to consider the credit quality of
the corporation's bonds as distinct from that of the village of
Riverdale (IDR of CCC). Therefore, the 'BB' income tax securitized
bond rating reflects a dedicated tax bond analysis under Fitch's
criteria.
Declining Pledged Revenue Prospects: Pledged income tax revenues
have declined over the past 10 years by approximately 0.2% annually
on average. Fitch expects that declines may continue due to
population declines in the village.
Exposure to Changes in the Local Share: The state can alter the
local share of income tax revenue through legislative changes, as
it did in the state's fiscal 2018 budget when it reduced the local
share by 10% in concert with an overall income tax increase and
other changes. This introduces risk to the revenue stream that is
incorporated in Fitch's assessment of resilience through economic
cycles.
Resilience Through Economic Cycles: The pledged revenue structure
is expected to show a moderate level of resiliency to anticipated
declines in an economic downturn scenario plus potential state
action in reducing the local share of revenue. Based on 2017
results, income tax revenue is able to tolerate a 48% decline to 1x
coverage, which is 2.5x the largest historical decline and 7x the
potential impact of a moderate downturn as estimated by the Fitch
Analytical Sensitivity Tool (FAST). No additional debt is allowed
under the bond resolution.
IDR Reflects Severe Fiscal Stress: The 'CCC' IDR reflects the
village's very poor credit fundamentals, including its distressed
financial position and a limited tax base.
RATING SENSITIVITIES
Income Tax Securitized Bonds: The rating incorporates the risk of
pledged revenue declines related to declining population,
reductions in the local share of state income tax revenue, and a
normal economic downturn, but severe declines or legislative
changes of a scale beyond Fitch's expectations could pressure the
rating.
IDR: The IDR is sensitive to changes in the village's very stressed
financial position. Elimination of the accumulated deficit reserve
position may lead to an improvement in the rating, but further
declines may lead to a downgrade.
CREDIT PROFILE
Economic Resource Base
Riverdale is located approximately 22 miles south of downtown
Chicago with a population of approximately 13,400. Residential
properties make up approximately 60% of the tax base, while
commercial, industrial, and railroad properties comprise the
majority of the remainder. Almost 25% of village residents are
employed in manufacturing or in transportation, warehousing, and
utilities. The village became a home rule municipality in 2006.
The village's population has declined by about 1% since 2010 and,
while assessed value (AV) has increased over the last several
years, it is still below its 2011 level. About 30% of the village's
residents live under the poverty level and income levels are well
below the county, state, and national levels. The village has
implemented a program to acquire abandoned properties and transfer
them to developers to increase AV, which has led to some increases
in assessed value in recent years.
Strong Legal Framework for Income Tax Securitized Bonds
The 'BB' income tax securitized bond rating is based on the very
strong legal structure which supports a true sale of the revenues
and, in Fitch's opinion, insulates bondholders from any operating
risk of the village of Riverdale. As the structure is a
securitization specifically authorized by state law, the rating is
not limited by the village's 'CCC' IDR.
The village will sell all right, title and interest in the pledged
revenues to the corporation, a limited purpose entity. The state
will direct all pledged income tax revenues to the trustee for
benefit of corporation bondholders and the residual will flow to
the village for any lawful purpose.
The pledged income tax revenue is collected by the Illinois
Department of Revenue, which certifies the amount collected to the
state comptroller on a monthly basis. The comptroller must deposit
the statutorily-dictated local share of the income tax revenue to
the Local Government Distributive Fund (LGDF) no later than 60 days
after the comptroller receives that certification.
The statewide income tax rate has changed several times since it
was first established in 1969 and three times since 2011. The rate
is currently 4.95% on individuals and 7% on corporations. The local
share established in statute is 6.06% of the individual income tax
and 6.85% of the corporate tax. Allocations to individual
municipalities are made on the basis of that municipality's
proportionate share of the state's population. This introduces
downward pressure on the village's share of the revenues as
Riverdale's population has declined at a rate faster than the
state's population decline.
Historically, the state has offset the impact of rate changes by
adjusting the local share percentage of total collections. In the
state's fiscal year 2018, the state temporarily reduced the local
share by 10%, while providing local municipalities with a one-time
benefit of two extra months of revenue due to an accelerated
payment schedule. Based on current law, the local share will revert
to 6.06% in the state fiscal year 2019, although the state
legislature recently agreed on a budget that would reduce that
share by 5% (an increase from 2018, however). Although the
authorizing act assures that the state "will not limit or alter the
basis on which transferred receipts are to be paid to the issuing
entity as provided in this Article, or the use of such funds, so as
to impair the terms of any such contract", the ability of the state
to reduce the local share percentage introduces additional risk to
the revenue stream.
Revenue Stream Sensitivity and Resilience
To evaluate the sensitivity of the dedicated revenue stream to
cyclical decline, Fitch considers both revenue sensitivity results
(using a 1% decline in national GDP scenario) and the largest
decline in revenues over the period covered by the revenue
sensitivity analysis. Based on the historical performance of
pledged income tax revenues since 2000, Fitch's Analytical
Sensitivity Tool (FAST) generates a 7% scenario decline. The
largest cumulative decline was an approximately 19% decline between
2008 and 2010.
Fitch also considered what would happen if the state decreased the
local share of income tax revenue by 10% (as it did in fiscal 2018)
in the same year of the largest decline. This would result in a
largest consecutive decline of around 27%. Based on current
coverage, the revenue stream would cover the decline of 27% by 1.8x
and the FAST results under that assumption by 5.4x.
Pledged Revenue Growth Prospects
Growth prospects for the pledged revenue stream are negative.
Income tax receipts are allocated to the village based on its
population as a proportion of the state population, meaning
relative declines in population at a higher rate than the growth
rate in state income tax revenue would lead to declines in the
pledged revenue. The village's population declined from over 15,000
in 2000 to 13,549 in the 2010 Census and further to an estimated
13,398 in 2017, a 1% decline since 2010 and 11% decline since 2000.
In the meantime, the state's population declined at a slower rate
(0.3%) since 2010, but grew 3% since 2000.
IDR KEY RATING DRIVERS
Revenue Framework: 'bbb'
Fitch expects that general fund revenue may decline through an
economic cycle. The village has unlimited independent legal ability
to increase revenues as a home rule municipality, although its
practical ability to do so is constrained.
Expenditure Framework: '< bb'
Expenditures seem likely to grow at an extremely high rate as
compared to expectations for revenue declines, creating budget gaps
that will be difficult to address. The village has a constrained
ability to adjust expenditures.
Long-Term Liability Burden: 'a'
The village's long-term liability burden, including the net
pension liability and overall debt, is elevated, but moderate at
22% of personal income after this sale.
Operating Performance: '< bb'
Fitch believes that the village has extremely limited gap-closing
capacity and that the already distressed operations would worsen
further in an economic downturn. The village has accumulated a
negative reserve balance through the recent recovery.
IDR CREDIT SUMMARY
Revenue Framework
The village relies on property taxes, which made up 37% of 2017
general fund revenue, and intergovernmental revenue, which made up
40%. The intergovernmental revenue was largely comprised of the
village's share of the state income tax (11% of general fund
revenue) and utility taxes (10%).
Fitch assesses the village's revenues as having negative
growth prospects. The village's population and AV have
declined since 2010, although AV has increased in the last several
fiscal years. Those declines have pressured both the local share of
the state income tax and property tax revenue. Also, the
village's property tax collection rates have been very low
(under 80%). In February 2018, the village passed an ordinance
instructing the county clerk to increase its collection loss factor
from 10% to 20%, which essentially increases the levy by 10% to
counteract the low collection rate. While management has been
active in its attempts to stimulate the underlying tax base,
substantial negative pressure on the revenue stream remains.
The village is a home rule municipality and not subject to the
state's Limitation Law. The village has used this flexibility
to adjust property tax rates on an annual basis and maintains the
independent legal ability to adjust the sales tax or other tax
rates, although the weak tax base may limit the practical ability
of the village to increase taxes.
Expenditure Framework
Public safety makes up the largest portion of the village's
general fund expenditures (approximately 52% of 2017 expenditures).
The second largest is general government administration at 41%.
The natural pace of expenditure growth is likely to be extremely
high in relation to the prospects for declining revenue growth,
creating challenging budget gaps that will require active
management of both revenues and expenditures. Employee salaries are
the primary expenditure item and management expects village
employee wages will grow between 1% and 2% annually. The village
will likely also have growing pension contribution costs, as it is
required to increase the funding for its police and fire funds to
90% by 2040 pursuant to state law.
The village has limited flexibility to adjust its main expenditure
items. Fixed carrying costs for debt service and retiree benefits
are elevated at approximately 29% of expenditures in 2017. Fitch
further expects that these costs will increase over time since a
more conservative, 20-year amortization for the village's
pension liabilities more than doubles the pension contributions
compared to the ADC.
Long-Term Liability Burden
The village's long-term liability burden is elevated, but
still in the moderate range, with direct and overlapping debt and
the unfunded pension liability at 22% of personal income following
the corporation's issuance, which will lead to an increase in
overlapping debt. The village has no near-term debt plans.
The village participates in four defined benefit pension plans: the
agent multiple-employer Illinois Municipal Retirement Fund (IMRF),
the agent multiple-employer Sheriff's Law Enforcement
Personnel Fund (SLEP) the single-employer Police Pension Plan
(PPP), and the single-employer Firefighters' Pension Plan
(FPP). The IMRF and SLEP are statutorily funded at the actuarially
determined contribution amount and the PPP and FPP have been funded
annually at a rate lower than the actuarially determined amount.
Fitch calculates the village's share of the net pension
liability to all funds to equate to a low ratio of assets to
liabilities of 36%, assuming a 6% discount rate for the IMRF and
SLEP and the lower discount rate assumptions that are required to
be used by the PPP and FPP. Fitch expects the low funding levels to
put increasing pressure on expenditure flexibility as the village
is required to fund contributions to the PPP and FPP at a rate that
will result in the funding of 90% of past service cost by 2040
pursuant to state law.
Operating Performance
The village has distressed financial operations and has been unable
to close its budget gap during the recent national economic
recovery. Fitch expects that ongoing downward pressure on revenue
and increasing expenditures will continue to strain operations.
Despite the village's notable legal revenue-raising
flexibility due to its home rule status, Fitch believes that in a
moderate downturn, general fund financial operations would further
worsen due to its constrained expenditure flexibility and already
vulnerable tax base.
The village's available general fund balance was negative
$155,000 in fiscal 2013 after it reported a surplus, but it has had
deficits in three of the last four years. Contributing factors to
the fiscal 2017 operating deficit include a low collection rate
below 80%, a large workers compensation settlement, and a negative
variance on tree removal and several other expenditure items, all
of which led to a $1.4 million deficit (11% of spending). The
village has also had declining governmental fund cash levels over
the last three years.
The village is operating with a surplus through the first 10 months
of fiscal 2018. Management has implemented a gas use tax and has
identified several expenditure cuts that it projects will enable it
to eliminate the negative accumulated reserve levels within the
next several years. The village will fund a working capital fund to
support general operations with part of the proceeds of the income
tax securitization and is capitalizing interest through 2023; this
will provide temporary breathing room but not address the
structural issues.
ROWAN COS: S&P Lowers Unsecured Debt Rating to 'B'
--------------------------------------------------
S&P Global Ratings said that it assigned its 'BB-' issue-level
rating to Rowan Cos. Inc. subsidiary RDC Holdings Luxembourg
S.a.r.l.'s unsecured credit facility maturing in 2023. The facility
receives guarantees from Rowan's operating subsidiaries, which hold
the company's offshore drilling equipment. The recovery rating is
'2', indicating S&P's expectation of substantial (70%-90%; rounded
estimate: 85%) recovery to creditors in the event of default.
S&P said, "At the same time, we lowered our issue-level ratings on
Rowan's other unsecured debt, which do not receive subsidiary
guarantees, to 'B' from 'B+'. We also revised our recovery rating
on this debt to '5' from '4'. The '5' recovery rating indicates our
expectation of modest (10%-30%; rounded estimate: 15%) recovery in
the event of default."
The corporate credit rating remains 'B+' with a negative outlook.
The lower issue-level and recovery ratings on the company's
unsecured debt without subsidiary guarantees reflects S&P's view
that this debt is subordinated to the new credit facility, which
does have guarantees. As a result, the recovery prospects on the
nonguaranteed unsecured debt weakens.
RATINGS LIST
Rowan Cos. Inc. B+/Negative/--
New Rating
RDC Holdings Luxembourg S.a.r.l.
Senior Unsecured
$955 mil revolving credit facility due 2023 BB-
Recovery rating 2(85%)
Issue-Level Rating Lowered; Recovery Rating Revised
To From
Rowan Cos. Inc.
Senior Unsecured B B+
Recovery Rating 5(15%) 4(35%)
SALVADOR CORDERO: Trustee's Sale of Kahului Property for $650K OK'd
-------------------------------------------------------------------
Judge Robert J. Faris of the U.S. Bankruptcy Court for the District
of Hawaii authorized Richard A. Yanagi, the duly appointed and
Chapter 11 Trustee for the estate of Salvador Cacho Cordero, to
sell interest in the real property commonly referred to as 300
Kaulawahine Street, Kahului, Hawaii to Manolo Mendez and
Encarnacion Mendez for $650,000.
A hearing on the Motion was held on May 14, 2018 at 9:30 a.m.
Upon closing, the Property will be sold and transferred to the
Buyer "as is," free and clear of any and all liabilities,
encumbrances, interests, or claims.
The Escrow is authorized to disburse sale proceeds on the terms set
forth in the Purchase Agreement and Amendment, including: (i) any
ordinary and customary closing costs of sale including, standard
seller's title policy, real property taxes, conveyance tax, and
recordation fees (however, excluding, any (1) realtor's commission,
(2) repairs, maintenance, cleaning, trash removal, pet related
treatment and any other work done pursuant to Section J of the
Purchase Agreement, (3) staking/survey costs pursuant to Section K
of the Purchase Agreement, and (4) any costs incurred for termite
inspection and treatment pursuant to Section L of the Purchase
Agreement, all of which will be payable from co-owner's share);
(ii) the payment of the amounts owed to the secured creditor, Bank
of America; and (iii) the net sales proceeds to the Trustee and Ann
Lou S. Cordero, trustee of the Ann Lou S. Cordero Trust, dated
March 28, 1992.
The Order will (a) be effective, binding and enforceable
immediately upon entry, and (b) not be stayed pursuant to Rule
6004(h) of the Federal Rules of Bankruptcy Procedure.
Pursuant to Rules 2002, 6004 and 9014 of the Federal Rules of
Bankruptcy Procedure and Rule 54(b) of the Federal Rules of Civil
Procedure, the Court determines that there is no just reason for
delay and expressly directs that the Order will be entered as a
final judgment.
About Salvador Cacho Cordero
Salvador Cacho Cordero sought Chapter 11 protection (Bankr. D.
Hawaii Case No. 17-01071) on Oct. 15, 2017. The Debtor tapped
Ramon J. Ferrer, Esq., at Law Office of Ramon J. Ferrer, as
counsel.
On Jan. 17, 2018, the Trustee was appointed as chapter 11 trustee
of the Debtor's estate.
SANCILIO PHARMACEUTICALS: Case Summary & 20 Top Unsec. Creditors
----------------------------------------------------------------
Affiliated companies that concurrently filed voluntary petitions
seeking relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Sancilio Pharmaceuticals Company, Inc. 18-11333
2129 N. Congress Avenue
Riviera Beach, FL 33404
Sancilio & Company, Inc. 18-11334
Blue Palm Advertising Agency, LLC 18-11335
Business Description: Sancilio -- https://www.sancilio.com/ --
is a private pharmaceutical development and
manufacturing company. Its business is
comprised of multiple business lines
including: (i) the development of
proprietary prescription medicines using a
unique and proprietary solubility
enhancement technology called Advanced Lipid
Technologies ("ALT"), including Sancilio's
lead product candidate under the ALT
platform for the treatment of sickle cell
disease in the pediatric population; (ii)
over-the-counter and behind-the-counter
omega-3 dietary supplements under the brand
"Ocean Blue"; (iii) prenatal vitamins and
dental health supplements that operate as
"generics" dispensed at pharmacies; and (iv)
third-party development and manufacturing
services for other companies. Sancilio is
headquartered in Riviera Beach, Florida.
Chapter 11 Petition Date: June 6, 2018
Court: United States Bankruptcy Court
District of Delaware (Delaware)
Judge: Hon. Christopher S. Sontchi
Debtors' Counsel: Dennis A. Meloro, Esq.
GREENBERG TRAURIG, LLP
The Nemours Building
1007 North Orange Street, Suite 1200
Wilmington, Delaware 19801
Tel: (302) 661-7000
Fax: (302) 661-7360
E-mail: melorod@gtlaw.com
- and -
Paul J. Keenan Jr., Esq.
John R. Dodd, Esq.
GREENBERG TRAURIG, P.A.
333 S.E. 2nd Avenue, Suite 4400
Miami, FL 33131
Tel: (305) 579-0500
Fax: (305) 579-0717
E-mail: keenanp@gtlaw.com
doddj@gtlaw.com
- and -
Sara A. Hoffman, Esq.
GREENBERG TRAURIG, LLP
The MetLife Building
200 Park Avenue
New York, NY 10166
Tel: (212) 801-9200
Fax: (212) 801-6400
E-mail: hoffmans@gtlaw.com
Debtors'
Financial
Advisor: MCA FINANCIAL GROUP, LTD.
Debtors'
Claims Agent: JND CORPORATE RESTRUCTURING
http://www.jndla.com/cases/sancilio
Sancilio Pharmaceuticals'
Estimated Assets: $10 million to $50 million
Sancilio Pharmaceuticals'
Estimated Liabilities: $10 million to $50 million
The petitions were signed by Geoffrey M. Glass, president and CEO.
A full-text copy of Sancilio Pharmaceuticals' petition is available
for free at:
http://bankrupt.com/misc/deb18-11333.pdf
List of Debtor's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Cato Research Trade Debt $732,714
PO Box 890127
Charlotte, NC 28289-0127
Jocelyn Huard
Tel: 514-856-2286
Email: jhuar@calo.com
Goodwin Proctor, LLP Professional $479,899
100 Northern Ave services
Boston, MA 02210
Tel: 617-570-1000
Email: goodwinlaw.com
Walgreens Trade Debt $208,646
Prinova Trade Debt $157,384
Email: damon.dabels@prinovausa.com
Andler Packaging Trade Debt $141,918
Email: ralexander@andler.com
Medpace Reference Laboratories Trade Debt $138,273
Email: t_benjamin@medpace.com
InnvaGel Trade Debt $105,096
Email: luis.lafont@innovagel.com
Beth Israel Deaconess Medical Ctr. Trade Debt $95,057
Email: cgallag1@bidmc.harvard.edu
Organic Technologies Trade Debt $75,616
Email: jeannellescheurman@
organictech.com
Boston Children's Hospital Trade Debt $73,091
Email: Jason_Obrien@childrens_harvard.edu
Berkowitz Pollack Brant Advisors Professional $72,902
jcasal@bpbcpa.com Services
Grant Thornton LLP Professional $66,380
Services
FedEx Trade Debt $49,858
Email: customersolutions@fedex.com
Pacific-Link Regulatory Consulting Trade Debt $54,491
Email: richard@pacificlinkconsulting.com
Servo-Lift Trade Debt $47,402
Email: maryann_carroll@servo-lift.com
DSM Nutritional Products Trade Debt $47,037
Email: patricia.snyder@dsm.com
Navigant Professional $45,675
Email: artrice.woods@navigant.com Services
Veritiv Operating Company Trade Debt $45,071
Email: luis.macall@veritivcorp.com
Walgreens Boots Alliance Trade Debt $44,403
Email: suzanne.willis@wbadev.com
MTC Industries, Inc. Trade Debt $42,075
Email: Alex@mtcindustries.com
SERENITY HOMECARE: Bancorp South Bank Objects to Plan Disclosures
-----------------------------------------------------------------
Bancorp South Bank objects to the Joint Disclosure Statement and
the Joint Plan of Reorganization filed by Serenity Homecare, LLC
and its affiliates for the reasons that:
(1) the Plan indicates the Class 8 Bank claim in the amount of
$461,500 will be paid at the contract rate but with no mention of
the Hospice Care of Avoyelles Parish, LLC loan although it is
implicit from the Disclosure the debtor intends to include the
loan;
(2) the Disclosure and Plan should be amended to reflect the
current debt of each of the respective Hospice Debt and Cupples
Debt; and
(3) the Debtor has failed to provide proof of insurance to the
Bank to protect the properties subject to the morgages in favor of
Bank.
As previously reported by The Troubled Company Reporter, under the
plan, general unsecured creditors will receive a distribution of
100% of their allowed claims, except for unsecured creditors of
Central Louisiana Home Health LLC whose dividend is dependent
solely on the outcome of litigation against the USA Department of
Health & Human Services Centers for Medicare Services.
Unsecured creditors of Central Louisiana Home Health will receive
their pro-rata portion of proceeds of litigation after all secured
and priority claims against the company are paid.
Payments and distributions under the plan will be funded by the
ongoing operations of the companies' business, according to their
disclosure statement filed with the U.S. Bankruptcy Court for the
Western District of Louisiana.
A full-text copy of the disclosure statement is available for free
at:
http://bankrupt.com/misc/lawb17-80881-258.pdf
Bancorp South Bank is represented by:
David M. Cohn, Esq.
The Cohn Law Firm
10754 Linkwood Court, Suite 1
Baton Roughe, LA 70810
Tel: (225) 769-0858
Fax: (225) 769-1016
Email: dmcohn@thecohnlawfirm.com
About Serenity Homecare
Serenity Homecare, LLC, is a home health care service provider in
Alexandria, Louisiana. Serenity Homecare and its affiliates sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. La.
Lead Case No. 17-80881) on Aug. 22, 2017. Thomas E. Cupples, II,
its member and manager, signed the petitions. Judge John W. Kolwe
presides over the cases.
Each of Serenity Homecare, Antigua Investments, Central Louisiana
Home, Cupples Holdings, Hospice Care of Avoyelles, Quality Home
Health I and Quality Home Health estimated under $50,000 in assets.
Serenity Homecare and Cupples Holdings estimated under $1 million
in liabilities. Antigua Investments estimated $1 million to $10
million in liabilities. Central Louisiana Home, Hospice Care of
Avoyelles and Quality Home Health I estimated under $500,000 in
liabilities. Quality Home Health estimated under $100,000 in
liabilities.
The Debtors tapped Gold, Weems, Bruser, Sues & Rundell as
bankruptcy counsel; Daenen Henderson & Company, LLC as accountant;
and Langlinais Broussard & Kohlenberg as special purpose
accountant.
SHAMROCK GROUP: Taps Grobstein Teeple as Accountant
---------------------------------------------------
Shamrock Group, Inc., seeks approval from the U.S. Bankruptcy Court
for the Central District of California to hire Grobstein Teeple LLP
as its accountant.
The firm will help the Debtor prepare financial information and tax
returns; assist in any potential sale of its assets; identify cost
reduction and operations improvement opportunities; assist in the
preparation of a plan of reorganization; and provide other
accounting services related to the Debtor's Chapter 11 case.
The firm will charge these hourly rates:
Partners $350 - $475
Managers/Directors $275 - $295
Staff/Senior Accountants $85 - $250
Paraprofessionals $125
Howard Grobstein, a partner and director of Grobstein, disclosed in
a court filing that his firm is "disinterested" as defined in
section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Howard B. Grobstein
Grobstein Teeple LLP
6300 Canoga Avenue, Suite 1500W
Woodland Hills, CA 91367
Tel: 818.532.1020
Email: info@gtllp.com
About Shamrock Group
Shamrock Group, Inc., which conducts business under the name
Shamrock Paving, is a privately-held company in Huntington Beach,
California, that provides paving and maintenance services.
Shamrock Group sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. C.D. Cal. Case No. 18-11370) on April 18, 2018.
In the petition signed by Kevin J. Myers, CEO and president, the
Debtor disclosed $8.90 million in assets and $5.81 million in
liabilities. Judge Theodor Albert presides over the case. The
Debtor tapped Weiland Golden Goodrich LLP as its legal counsel.
SHERIDAN PRODUCTION I-A: $98MM Bank Debt Trades at 16% Off
----------------------------------------------------------
Participations in a syndicated loan under which Sheridan Production
Partners I-A LP 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 an increase of 0.80 percentage points from
the previous week. Sheridan Production pays 350 basis points above
LIBOR to borrow under the $98 million facility. The bank loan
matures on October 1, 2019. Moody's rates the loan 'Caa3' 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.
SHERIDAN PRODUCTION I-M: $60MM Bank Debt Trades at 16% Off
----------------------------------------------------------
Participations in a syndicated loan under which Sheridan Production
Partners I-M LP 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 an increase of 0.80 percentage points from
the previous week. Sheridan Production pays 350 basis points above
LIBOR to borrow under the $60 million facility. The bank loan
matures on October 1, 2019. Moody's rates the loan 'Caa3' 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.
SHERIDAN PRODUCTION: $900MM Bank Debt Trades at 16% Off
-------------------------------------------------------
Participations in a syndicated loan under which Sheridan Production
Partners 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 an increase of 0.80 percentage points from the
previous week. Sheridan Production pays 350 basis points above
LIBOR to borrow under the $900 million facility. The bank loan
matures on October 1, 2019. Moody's gave no rating to the loan 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.
SHIBATA FLORAL: Plan Payments to Unsecured to Begin July 5
----------------------------------------------------------
Shibata Floral Company's latest disclosure statement explaining its
Chapter 11 Plan provides payments to general unsecured creditors
will begin July 5, 2018.
Holders of general unsecured claims are estimated to recoup 49%.
The Debtor will make quarterly payments of $9,586 over a 8-year
period or until the unsecured creditors receive 49% of their
claims.
The Plan will be funded through the Debtor's ongoing operations.
During the course of its Chapter 11 case, the Debtor has operated
at a profit with a positive cash flow. The Debtor's most recent
monthly operating report (March 2018) shows that over the life of
the Chapter 11 case, the Debtor has a profit from operations of
$63,650 and cash on hand of $74,862. The Debtor's business is
seasonal therefore the profit and cash flow will fluctuate from
month to month.
The Debtor will pay its priority tax claim, if valid, to the
Internal Revenue Service in the amount of $9,391 in full over 4
years from the Effective Date on a quarterly basis ($585.00). The
Debtor will object to the priority claim filed by Certified
Florists Supplies, Inc. which is the Los Angeles landlord and has
no legal basis for asserting its claim as a priority claim.
The payments under the Plan will be due quarterly (due on the 5th
of the month after the quarter ends) and in Default if not received
by creditors by the 15th of the month. In the event that the
Debtor does not timely make a required Plan payment, the Debtor
will be given a written notice of Default, with a copy to the
Debtor's counsel, and will have 10 days to cure said Default. In
the event a Default is not cured within the aforementioned 10-day
period, then the Debtor will be in default under the Plan. The
Debtor may have to temporarily relocate its business operations for
a 2-3 year period. In the event the Debtor's revenue decreases to
the point it is unable to make its payments under the Plan, the
Debtor will be entitled to defer payments under the Plan to account
for the lost revenue.
A full-text copy of the Disclosure Statement dated May 30 is
available at:
http://bankrupt.com/misc/canb17-31143-87.pdf
About Shibata Floral
Headquartered in San Francisco, California, Shibata Floral Company
-- http://www.shibatafc.com-- is a family owned and operated
wholesale floral and floral supply distributor servicing the West
Coast since 1921. Started as a rose grower, it expanded into
carnation growing, chrysanthemum propagation and floral supplies.
Shibata Floral has now evolved into a multifaceted distribution
business offering thousands of floral related products from all
over the world through its locations in the San Francisco, Los
Angeles and Portland flower markets.
Shibata Floral Company filed for Chapter 11 bankruptcy protection
(Bankr. N.D. Calif. Case No. 17-31143) on Nov. 13, 2017, estimating
its assets at between $500,000 and $1 million and its liabilities
at between $1 million and $10 million. Eric L. Shibata, president,
signed the petition.
Judge Dennis Montali presides over the case.
Chris D. Kuhner, Esq., at Kornfield, Nyberg, Bendes, Kuhner &
Little P.C., serves as the Debtor's bankruptcy counsel.
SIX A CORP: Unsecured Creditors to Get 17.6% Over 5 Years
---------------------------------------------------------
Six A Corporation filed a plan of reorganization and accompanying
disclosure statement providing that general unsecured creditors,
classified in Class 4, will receive a distribution of 17.6% of
their allowed claims, to be distributed as follows: pro-rata share
of and annual payment of $6,000 per year for a period of five
years, with the first payment made Oct. 1, 2018, and the final
payment made October 1, 2022.
Payments and distributions under the Plan will be funded by the
gross receipts of the Debtor.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/sdb17-50186-44.pdf
About Six A Corporation
Headquartered in Wall, South Dakota, Six A Corporation filed for
Chapter 11 bankruptcy protection (Bankr. D.S.D. Case No. 17-50186)
on Aug. 7, 2017, estimating its assets at between $500,001 and $1
million and its liabilities between $100,001 and $500,000. Stanton
A. Anker, Esq., at Anker Law Group, P.C., serves as the Debtor's
bankruptcy counsel. SDRosebud LLC, d/b/a Barb's Bookkeeping and
Tax Services, is the Debtor's bookkeeper. An official committee of
unsecured creditors has not been appointed in the Chapter 11 case.
SOUTH COAST: July 11 Hearing on Disclosure Statement
----------------------------------------------------
Judge Jeff Bohm of the U.S. Bankruptcy Court for the Southern
District of Texas will convene a hearing on July 11, 2018 at 2:00
p.m. to consider approval of South Coast Supply Company's
disclosure statement dated May 16, 2018.
The last date to file and serve written objections to the
disclosure statement is July 3, 2018.
Subject to the Bankruptcy Court's approval and to higher and better
offers, the Debtor has reached an agreement to sell certain assets
to Solstice Capital, LLC or its assignee. Specifically, the
Purchaser will acquire:
(i) all inventory purchased and accounts generated on or after
April 6, 2018;
(ii) all intangible assets, including the right to the name
"South Coast Supply Company" and all intellectual property such as
customer data and vendor data; and
(iii) all contract rights including pending purchase orders.
The Purchase Price will be:
(i) the Purchaser will assume South Coast's debt to Solstice
Capital, for the postpetition debtor-in-possession financing
advanced to the Debtor;
(ii) the Purchaser will pay $500,000.00 to South Coast; and
(iii) the Purchaser will pay up to $200.000.00 to South Coast for
Administrative and Priority Claims, to the extent such funds are
needed after application of South Coast's available cash at
Closing.
Class 8 (General Unsecured Claims) consists of all Allowed
Unsecured Claims, including Claims for damages resulting from the
rejection of executory contracts and leases. The Debtor will make a
single distribution, unless the CRO determines in his business
judgment to make any interim distributions, on account of Allowed
Class 8 Claims. All payments on Class 8 Claims will be distributed
Pro Rata to the Holders of Allowed Unsecured Claims.
At the closing of the Sales Contract, $500,000.00 will be deposited
into the Unsecured Creditors Account. In addition, as and when
received, the Reorganized Debtor will deposit into the Unsecured
Creditors Account: (i) any amounts collected in excess of Briar
Capital's Class 2 Claim, post-petition interest and reasonable
attorney's fees, (ii) any amounts recovered by the Reorganized
Debtor on account of avoidance claims, and (iii) any other amounts
received by the Reorganized Debtor that are not encumbered by a
lien or security interest.
South Coast estimates that the total dollar amount of Class 8
Claims will be approximately $2.6 million.
As a result, South Coast anticipates that the distributions to
Class 8 Claimants provided in the Plan will result in a payment of
dividends to the holders of Class 8 Claims of approximately 19%.
The dividend could be less or could be closer to 30% in the event
that the Reorganized Debtor is successful in recovering the
preferences sought in the Remmert Lawsuit and the Texas Pipe
Lawsuit.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/txsb17-35898-133.pdf
About South Coast Supply
Founded in 1972 and headquartered in Houston, Texas, South Coast
Supply Company -- http://www.southcoastsupply.com/-- is a
distributor of industrial equipment including flanges, weld
fittings, long weld necks, OD & ID heads, pipe, valves, pressure
fittings and piping accessories. South Coast is a dependable
supply source for engineering/construction, vessel fabricators,
heat exchanger industry, original equipment manufacturers (OEM),
industrial contractors, gas transmission companies, mechanical
contractors, water/wastewater industry and companies in oil and gas
exploration/processing industries in the U.S. and export market.
South Coast Supply Company filed for Chapter 11 bankruptcy
protection (Bankr. S.D. Tex. Case No. 17-35898) on Oct. 20, 2017.
In the petition signed by Steven Mark Gray, CEO, the Debtor
estimated its assets and liabilities at between $1 million and $10
million. Judge Karen K. Brown presides over the case. Miles H.
Cohn, Esq., at Crain, Caton & James, P.C., serves as the Debtor's
bankruptcy counsel.
STERLING ENTERTAINMENT: Litigation Recoveries to Pay Unsecureds
---------------------------------------------------------------
Sterling Entertainment Group, LV, LLC, filed with the U.S.
Bankruptcy Court for the District of Nevada a second amended
disclosure statement for their proposed second amended plan of
reorganization.
The Debtor's managing member and owner of 100% of the membership
interests in the Debtor is the Salahadin Family Trust. Amadouba
Tall, in turn, serves as the trustee of the Salahadin Family Trust.
The Gentleman's Club the Debtor owns was founded by Pete Eliades
and named the Olympic Gardens Club. After owning and operating the
Club for more than a decade, Eliades began transferring parts of
the business to his children. To that end, in the late 2000s
Eliades transferred 50% of the business to OG Eliades, LLC. OG
Eliades LLC, in turn, is owned 1/3 each by Eliades' children
Aristotle, Dolores, and Aphrodite Eliades-Ledstrom.
In this filing, the Debtor discloses that upon confirmation of the
Plan, it intends to pursue the Wilson Elser State Court Action and
the CJOG Operating Company, Inc. State Court Action. Any recoveries
from the two state court actions ("Litigation Recoveries") will be
paid Pro Rata to unsecured claims in Classes 3 and 4 in the Plan.
It is difficult for the Debtor to determine the value of the
Litigation Recoveries at this time, as there are significant
litigation expenses involved in pursuing State Court Actions.
Furthermore, the collectability of any judgments resulting from
State Court Actions is unknown at this time.
Importantly, the Debtor is considering removal of the CJOG State
Court Action and the Wilson Elser State Court Action to the
Bankruptcy Court. The Debtor's deadline to remove the State Court
Actions to the Bankruptcy Court is 90 days after the Petition Date,
or June 18, 2018.
The Debtor also anticipates that shortly after Confirmation, it
will obtain exit financing of $8,300,000, which exit financing will
largely pay down the debt owed to Aristotle. The exit financing
will require a first priority deed of trust on the Club Property
only. While the Club Property and Boston Pizza Property are one
parcel, the Debtor believes the legal description of any first
priority deed of trust provided with exit financing can carve-out
the Boston Pizza Property from the encumbrance. If necessary, the
Debtor will work with its exit financier to provide a meets and
bounds legal description to ensure that the Boston Pizza Property
is not encumbered with the exit financing.
Unsecured Claims against the Debtor are comprised of two Classes,
Class 3 and Class 4. Class 3 will be the Claim of Larry L. Bertsche
and Anthony A. Zmaila Ltd. PLLC, which Claim shall be Impaired, and
will receive on account of its Class 3 Claim, a Pro Rata share of
one half of the Equity Contribution and one half of the Litigation
Recoveries. Importantly, however, the Class 3 Claim does not
include any portion of the claims of Bertsch or Zmaila which are
deemed Allowed Administrative Claims by the Court, and such Allowed
Administrative Claims will be paid in full. Class 4 consists of all
other general unsecured claims against the Debtor, which will
receive their Pro Rata portion one half of the Equity Contribution
and one half of the Litigation Recoveries.
The amount of claims of Bertsch and Zmaila as set forth in the
First Application and Second Application are approximately
$250,000. The amount of this Class 3 claim, however, may be reduced
as some or all of Bertsch and Zmaila’s claims may be treated as
administrative priority.
The approximate amount of Class 4 claims totals approximately
$2,150,000. $2 million of this amount, however, concerns the
unsecured claim of Peter Eliades pursuant to a consulting agreement
executed between the Debtor and Mr. Eliades in connection with the
Debtor's purchase of the Club and Property. The Debtor disputes the
amounts due under the consulting agreement as Mr. Eliades did not
provide consulting services to the Debtor.
A full-text copy of the Second Amended Disclosure Statement is
available at:
http://bankrupt.com/misc/nvb18-11484-203.pdf
A full-text copy of the Second Amended Plan is available at:
http://bankrupt.com/misc/nvb18-11484-204.pdf
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, CA,
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.
SUNSHINE DAIRY: Committee Taps Leonard Law Group as Legal Counsel
-----------------------------------------------------------------
The official committee of unsecured creditors of Sunshine Dairy
Foods Management, LLC, seeks approval from the U.S. Bankruptcy
Court for the District of Oregon to hire Leonard Law Group LLC as
its legal counsel.
The firm will advise the committee regarding its duties under the
Bankruptcy Code; analyze claims of creditors; assist the committee
in reviewing any proposed sale or plan of reorganization; and
provide other legal services related to the Debtor's Chapter 11
case.
The firm will charge these hourly rates:
Justin Leonard $390
Timothy Solomon $380
Holly Hayman $280
Timothy Solomon, Esq., at Leonard, disclosed in a court filing that
his firm does not hold any interest adverse to the interest of the
Debtor's estate, creditors or equity security holders.
The firm can be reached through:
Timothy A. Solomon, Esq.
Leonard Law Group LLC
1 SW Columbia, Ste. 1010
Portland, OR 97258
Direct: 971.634.0194
Email: tsolomon@LLG-LLC.com
Email: leonard-law.com
About Sunshine Dairy Foods
Sunshine Dairy Foods is family-owned dairy processor serving local
food service customers, local food manufacturer partners, local
retailers and co-pack customers in the Pacific Northwest. All
Sunshine milk products are packaged in recyclable opaque white jugs
and paper cartons to protect the milk from light and prevent
oxidation. Sunshine's largest vendor is its milk supplier, Oregon
Milk Marketing Federation. OMMF members are almost universally
family farmers who manage small to mid-sized farms in the
Willamette Valley, Oregon and Yakima Valley and Chehalis,
Washington.
Sunshine Dairy Foods Management, LLC, and Karamanos Holdings, Inc.
concurrently filed voluntary petitions seeking relief under Chapter
11 of the Bankruptcy Code (Bankr. D. Ore. Case No. 18-31644 and
18-31646) on May 9, 2018. The petitions were signed by Norman
Davidson III, president of Karamanos Holdings, Inc., managing
member.
Nicholas J. Henderson, Esq., at Motschenbacher & Blattner, LLP and
Douglas R. Ricks, Esq., at Vanden Bos & Chapman, LLP, serve as the
Debtors' counsel; and Daniel J. Boverman and Boverman & Associates,
LLC, as business and turnaround consultants.
At the time of filing, Sunshine Dairy Foods estimated $1 million to
$10 million in assets and $10 million to $50 million in
liabilities.
SUPERIOR HOSPICE: PCO Files 1st Report
--------------------------------------
Dr. Thomas A. Mackey, the patient care ombudsman appointed in the
case of Superior Hospice of McAllen, LLC, files with the U.S.
Bankruptcy Court for the Western District of Texas his first report
on the quality and safety of patient care of Superior Hospice.
The Debtor was formed on October 11, 2006 and provides home health
nursing care services for patients recovering from injury, surgery,
or otherwise needing medical services at their homes. The Debtor
also operates three licensed hospice care facilities caring for
patients nearing end of life. Home health and hospice services
provided by the Debtor are located in Facilities in various Texas
cities: San Antonio, McAllen, Harlingen, Del Rio, 91 Brownsville,
Uvalde, and Eagle Pass. Belinda Juarez, RN BSN (Owner) is the
majority owner and Chief Executive Officer for Facilities.
The PCO did not feel it necessary to visit each Facility to verify
that quality and safety of patient care is occurring. Rather,
individual Facility administrators brought requested pertinent
records to the San Antonio Facility and were interviewed.
The PCO finds that in January 2018 the Owner began a systematic
re-organization of the Debtor's operations in an attempt to improve
Debtor's financial position and improve quality of care. The
restructuring consisted of (1) decreasing the number of contracts
with insurance companies 100 from 15 to 5; (2) eliminating Facility
owned automobiles and paying nurses stipends/allowances for
personal vehicle usage; (3) change in marketing strategy from an
emphasis on hospitals to physician offices; and (4) reducing the
service radius area from 60 to 30 miles.
The PCO reports that the consequences of restructuring has resulted
in (1) a decease number of patient 104 visits; (2) need for less
staff; (3) and increased payments from insurance payers known to
reimburse services at higher levels and in a timely manner.
The PCO visited with the Owner in the San Antonio Facility on May
2, 2018. The goals of the visit were: (1) to determine and document
the safety and quality of care being provided to patients by the
Facilities; and (2) determine if safety and quality of patient care
is/is not being compromised as a result of Chapter 11 proceedings.
In general, the PCO concludes that the systems and personnel are in
place to continue to provide quality safe care to patients of the
Facilities. The PCO believes the Facilities are currently providing
quality safe care with the exception of the areas mentioned above.
The Facility has made plans of correction in response to Texas
Department of Aging and Disability Services' findings since March
2018. Currently, the PCO is satisfied with corrective actions on
those issues and believes the infrastructure now in place provides
a permanent solution for continued delivery of safe quality care.
However, the PCO finds four areas needing some attention:
(1) The PCO finds that the TB skin tests are not performed
yearly and recorded in employee records in a systematic manner. For
example, some employees have not been tested in 3-4 years. All of
the Debtor's Facilities are in high-risk areas for TB infections.
Thus, the PCO recommends that Debtor develop and implement a policy
and procedure specific to TB skin testing clinical personnel based
on the Centers for Disease Control guidelines.
(2) The PCO has determined that Sphygmometers have never been
calibrated. So, the PCO suggests that Debtor contact a medical
equipment company and have all sphygmometers calibrated on a yearly
basis, and monitor the calibrations via a logbook.
(3) The Centers for Medicare and Medicare Services (CMS)
Quality of Patient Care Star Ratings are below the State and
national averages. Additionally, the OASIS C Quality Measure Scores
for some outcome measures were significantly lower than the State
and national averages. Specific areas of deficiency (prompt
initiation of care, immunizations for flu and pneumococcal disease)
were discussed with the Owner and the PCO recommends to Owner to
develop a plan of action with staff to address deficiencies and
increase the Star ratings.
(4) The PCO observes that there was a lack of evidence to
support staff continuing education/training on key indicators of
quality of care: fall prevention, hospital re-admissions, and
medication error avoidance. Thus, the PCO suggests that Debtor
develop and initiate a plan to include and document staff training
on fall prevention, hospital re-admissions and medication error
avoidance.
At the next visit in July, the PCO will review progress on the
above recommendations and determine if overall levels of patient
safety and quality of care are being maintained or improved.
A full-text copy of First PCO Report is available at
http://bankrupt.com/misc/txwb18-50600-55.pdf
The PCO can be reached at:
Thomas A. Mackey, PhD, ARNP-BC, FAAN, FAANP
NURSING BUSINESS
2883 Palomino Springs
Bandera, Texas 78003
Phone: (713) 775-2892
Email: tmackey70@gmail.com
About Superior Hospice of McAllen
Superior Home Health -- http://superiorforyou.com/-- is a provider
of home health and hospice care services with locations in Texas
and Nevada.
Superior Hospice of McAllen, LLC and its affiliates including
Superior Home Health Services, LLC sought protection under Chapter
11 of the Bankruptcy Code (Bankr. W.D. Texas Lead Case No.
18-50600) on March 16, 2018.
In the petition signed by Belinda Juarez, president, Superior Home
Health estimated assets of less than $500,000 and liabilities of
less than $1 million.
Smeberg Law Firm, PLLC, serves as the Debtor's legal counsel.
TANGA.COM: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Tanga.com
2487 South Gilbert Road
Suite 106-485
Chandler, AZ 85225
Business Description: Tanga.com is a Chandler, Arizona-based
e-retailer that sells various products
including men & women apparel, electronics,
home appliances and health & beauty
products. Tanga was founded by Jeremy
Young in 2006.
https://www.tanga.com/
Chapter 11 Petition Date: June 1, 2018
Court: United States Bankruptcy Court
District of Arizona (Phoenix)
Case No.: 18-06314
Judge: Hon. Brenda Moody Whinery
Debtor's Counsel: Anthony W. Austin, Esq.
FENNEMORE CRAIG, P.C.
2394 East Camelback Rd., Ste. 600
Phoenix, AZ 85016-3429
Tel: 602-916-5000
Fax: 602-916-5999
E-mail: aaustin@fclaw.com
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Jeremy Young, manager.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/azb18-06314_creditors.pdf
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/azb18-06314.pdf
TELESIS CENTER: S&P Lowers Rating on 2013 Revenue Bonds to 'CCC+'
-----------------------------------------------------------------
S&P Global Ratings lowered its rating to 'CCC+' from 'B-' on the
Florence Industrial Development Authority Inc., Ariz.'s (Telesis
Prep Academy project) series 2013 educational revenue bonds, issued
for Telesis Center for Learning Inc. The outlook remains negative.
"In accordance with our criteria, the 'CCC+' rating and negative
outlook reflect our view that Telesis is currently vulnerable to
nonpayment and faces at least a one-in-two likelihood of default
given the schools inability to refinance the series 2013 bonds,
which have a bullet maturity due in January 2019," said S&P Global
Ratings credit analyst Luke Gildner.
S&P said, "We believe the school does not have the financial
resources required to satisfy full and timely payment of the series
2013 bonds, and unless the bonds are refinanced, a default is
likely. We understand the school is in talks with financial
institutions regarding the potential for refinancing. We will
continue to monitor the school's progress addressing the upcoming
bullet payment."
The 2013 bonds were used to refinance debt and expand facilities.
Revenue of both Telesis schools secures the bonds, with a debt
service reserve and a deed on Telesis' property providing
additional security.
Telesis operates two schools--Telesis Preparatory and Telesis
Preparatory Academy, serving grade K-12 students--under one charter
agreement. These schools share a single campus in Lake Havasu City,
about 150 miles south of Las Vegas.
TENET HEALTHCARE: S&P Alters Outlook to Positive & Affirms BB- CCR
------------------------------------------------------------------
S&P Global Ratings revised its outlook on Tenet Healthcare Corp. to
positive from stable and affirmed its 'B' corporate credit rating
on the company.
S&P said, "At the same time, we affirmed our 'BB-' issue-level
rating on the company's senior secured debt. The '1' recovery
rating remains unchanged, indicating our expectation for very high
recovery (90%-100%; rounded estimate: 95%) in the event of a
payment default.
"In addition, we affirmed our 'B-' issue-level rating on Tenet's
second-lien notes. The '5' recovery rating remains unchanged,
indicating our expectation for modest recovery (10%-30%; rounded
estimate: 10%) in the event of a payment default.
"We also affirmed our 'CCC+' issue-level rating on the unsecured
notes issued by THC Escrow Corp. III. The '6' recovery rating
remains unchanged, indicating our expectation for negligible
recovery (0%-10%; rounded estimate: 0%) in the event of a payment
default."
The positive outlook reflects the signs that the company is
improving its operating results and cash flow and our belief that
it may sustain these improvements going forward. Following recent
asset sales, Tenet is operating a smaller and more focused
portfolio. S&P said, "We think that its improved focus on its core
markets and increased investment in outpatient surgery should
improve its margins. The positive outlook also reflects Tenet's
more disciplined focus on operating strategy, which places a
greater emphasis on cost reduction, and more conservative financial
policy (as the company seems more committed to operating with a
reduced level of leverage). While we acknowledge that we need to
see more improvement before we can raise our ratings on the
company, we believe that Tenet may be turning the corner and view
its financial policies as becoming more supportive of its credit
quality."
The positive outlook on Tenet reflects S&P's belief that the
company's progress on its efforts to improve its operating
performance and cash flow could lead it to maintain credit quality
consistent with a higher rating. However, it is possible that the
company may be unable to achieve the level of improvement that
would be required for a higher rating due to unexpected industry
turbulence or changes in its financial policy.
TINTRI INC: KPMG LLP Raises Going Concern Doubt
-----------------------------------------------
Tintri, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K, disclosing a net loss of
$157.66 million on $125.90 million of total revenue for the year
ended January 31, 2018, compared to a net loss of $105.80 million
on $125.10 million of total revenue for the year ended in 2017.
KPMG LLP states that the Company has incurred negative cash flows
from operations, is required to maintain compliance with certain
financial covenants and, regardless of the financial covenants, the
Company likely does not have sufficient cash to meet its
obligations associated with its operating activities beyond June
30, 2018. Together these factors raise substantial doubt about the
Company's ability to continue as a going concern.
The Company's balance sheet at January 31, 2018, showed total
assets of $76.25 million, total liabilities of $167.96 million, and
a total stockholders' deficit of $91.71 million.
A copy of the Form 10-K is available at:
https://is.gd/H7fldv
Tintri, Inc., develops and markets an enterprise cloud platform
combining cloud management software technology and a range of
all-flash and hybrid storage systems, for virtualized and cloud
environments. The Company was incorporated in the state of
Delaware in 2008 and is headquartered in Mountain View, California.
TORNANTE-MDP JOE: S&P Alters Outlook to Negative & Affirms B- CCR
-----------------------------------------------------------------
S&P Global Ratings revised its rating outlook on Tornante-MDP Joe
Holding LLC to negative from stable. At the same time, S&P affirmed
the 'B-' corporate credit rating on the company.
S&P said, "We also affirmed the 'B-' issue-level rating on the
company's senior secured credit facility, which consists of a $30
million revolver due in April 2020 and a $135 million term loan due
in October 2020. The recovery rating on this credit facility
remains '3', indicating our expectation for meaningful (50%-70%;
rounded estimate: 55%) recovery for lenders in the event of a
payment default.
"We revised the rating outlook to negative from stable because of
the company's operating underperformance in fiscal 2017, our
resulting lowered base-case EBITDA forecast, and an anticipated
decline in cash flow from operations in 2018 that makes revolver
balance repayment unlikely in 2018, and our belief the company will
rely on revolver drawings for liquidity over the near term. With
approaching debt maturities in 2020, any possible underperformance
in 2018 may present incremental risks to a successful refinancing.
Although we forecast modest EBITDA growth in 2018 from a lowered
base in 2017, our assumed operating cash flow in 2018 may not
improve the company's liquidity position this year.
"The negative outlook reflects the possibility that operating
results in 2018 could underperform our base case because of
variability in some product categories and may result in
incremental risks to the company successfully refinancing its debt
maturing in 2020.
"We could lower the rating if we lose confidence that operating
performance and cash flow can recover in a sustained manner to
support refinancing the revolver and term loan, both due in 2020.
"We could also lower the rating if we believe the capital structure
is likely unsustainable in the long term and that Topps becomes
dependent on favorable business conditions to meet financial
commitments.
"We could revise the outlook to stable if revenue and cash flow
generation meaningfully improve in 2018 in a manner that
substantially reduces the risk that Topps can refinance its
revolver and term loan."
TRIPLE POINT: Bank Debt Trades at 10% Off
-----------------------------------------
Participations in a syndicated loan under which Triple Point
Technology is a borrower traded in the secondary market at 89.67
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 0.74 percentage points from the
previous week. Triple Point pays 425 basis points above LIBOR to
borrow under the $310 million facility. The bank loan matures on
July 9, 2020. Moody's rates the loan 'Caa1' 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.
VANTAGE CORP: Taps Geiger Law as New Legal Counsel
--------------------------------------------------
Vantage Corporation received approval from the U.S. Bankruptcy
Court for the Northern District of Georgia to hire Geiger Law, LLC,
as its new legal counsel.
Geiger Law will replace Nelson Mullins Riley & Scarborough LLP, the
firm initially tapped by the Debtor to be its legal counsel in
connection with its Chapter 11 case.
David Geiger, Esq., managing member of Geiger Law and the attorney
who will be handling the case, will charge $350 per hour for his
services. The hourly rates for paraprofessionals range from $75 to
$125.
Nelson Mullins has agreed to turn over $60,000 of the retainer it
received from the Debtor to Geiger Law.
Mr. Geiger disclosed in a court filing that his firm is a
"disinterested person" as defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
David A. Geiger, Esq.
Geiger Law, LLC
1275 Peachtree Street, NE, Suite 525
Atlanta, GA 30309
Phone: 404-815-0040
Fax: 404-549-4312
Email: david@geigerlawllc.com
About Vantage Corp.
Vantage Corp., Vantage Advisory Management, LLC, VF(x) LP,
TradeLogix, LLC and TradeVue, LLC comprise a family of entities
that develop and utilize proprietary software and technology to
trade and invest in publicly traded securities and commodities.
Vantage Corp., et al., were formed in 2014 after an 30-year
partnership between the debtors' founders developing software in
the trading business for the purposes of obtaining investors and
raising sufficient equity capital to grow and reach the scale
necessary to succeed.
In March 2014, Vantage Corp. was formed as part of an overall
business plan, which included the formation of subsidiaries that
would assist Vantage and its shareholders in generating revenue by
utilizing the proprietary trading software and technology that had
been developed.
TradeVue, LLC, is the entity that has employed the software
developers for the development of the Debtors' proprietary trading
software and technology. TradeVue has operated the research lab
and software and systems for trading operations and has been
responsible for connectivity, hardware, co-location services,
networking and monitoring of all trading systems.
TradeLogix, LLC, was formed in 2014 expressly to produce trading
results using the proprietary software.
Vantage Advisory Management was formed in 2016 with the intent of
growing the Debtors' money management business by managing a number
of hedge funds and pursuing large joint venture opportunities
utilizing the proprietary trading technology developed.
Formed in 2016, VF(x) LP is a hedge fund that at one point had six
investors.
On May 4, 2018, Chapter 11 petitions were filed by Vantage Corp.
(Bankr. N.D. Ga. 18-57728), Vantage Advisory Management, LLC
(Bankr. N.D. Ga. 18-57731), VF(x) LP (Bankr. N.D. Ga. 18-57735),
TradeLogix, LLC (Bankr. N.D. Ga. 18-57736) and TradeVue, LLC
(Bankr. N.D. Ga. 18-57737).
In the petitions signed by Brian Askew, president, Vantage Corp.
estimated assets and liabilities in the range of $100,000 to
$500,000; and Vantage Advisory Management estimated assets in the
range of $0 to $50,000 and liabilities in the range of $100,000 to
$500,000.
WEINSTEIN CO: Judge Lifts Stay on Sexual Harassment Cases
---------------------------------------------------------
U.S. Bankruptcy Court Judge Mary F. Walrath on June 5, 2018,
granted a motion to lift an automatic stay on pending litigation
brought by victims of Harvey Weinstein's systemic sexual harassment
and cover-ups, according to attorneys at Hagens Berman and The
Armenta Law Firm representing the proposed class of actresses and
other survivors.
"We are incredibly pleased with the court's decision to lift the
stay, allowing our cases against The Weinstein Company to proceed,"
said Elizabeth Fegan, a partner at Hagens Berman representing the
proposed class. "This is a great day for the countless women who
were victimized by Harvey Weinstein, and brings them one step
closer to justice."
"We look forward to continuing these cases in federal court and
uncovering the vast web of cover-ups and collusion that allowed and
perpetuated Harvey Weinstein's actions," Ms. Fegan added.
In bankruptcy proceedings, pending litigation against companies
filing for Chapter 11 is automatically stayed. In order to have
the stay lifted, the court must agree that there is a likelihood of
success of the case based on its merits, according to attorneys.
In the defendants' objection to lifting the stay, The Weinstein
Company (TWC) argued it was not liable for providing relief to the
women bringing the class-action lawsuit against Harvey Weinstein,
his companies and other defendants. During the June 5 hearing,
Judge Walrath sided with the women, highlighting that Weinstein's
employment contract spelled out set amounts -- increasing with each
incident to $1 million for all incidents beyond the third -- which
Weinstein would be required to pay the company each time he was
sued for violating the company code of conduct. Judge Walrath
ruled that the victims had made sufficient showing of likelihood of
success.
The bankruptcy judge also stated that it will not be up her to
liquidate the claims. The claims will now be handled by Judge
Hellerstein in federal court, which will be the next stage.
Currently there are nine motions to dismiss filed by TWC and the
rest of the defendants. Plaintiffs responded to those motions, and
defendants have until June 29, 2018, to reply before Judge
Hellerstein decides the motions to dismiss. According to the
case's filings, Hellerstein "expressed doubt" that he would grant
defendants' motions to dismiss.
In the most recent lawsuit, filed June 1, 2018, in the U.S.
District Court for the Southern District of New York, the
plaintiffs state they were lured by Miramax or TWC employees and
isolated with Weinstein in his office and hotel rooms to discuss
involvement in a project. The suit highlights that at all times,
Weinstein's victims and those who met to discuss projects or
audition for him "operated under duress and the threat of being
blacklisted" by Weinstein and major producers at Miramax if they
refused, or spoke up.
The lawsuits seek retribution for class members' loss of work
opportunities and devastating damage to their careers, the damages
for which can be tripled under RICO law. Plaintiffs also seek
damages for the significant physical and emotional distress they
endured then, and continue to endure now.
Recent news headlines have brought these heinous acts to the
forefront, and many victims have bravely stepped forward to tell
their stories.
About Hagens Berman
Hagens Berman Sobol Shapiro LLP, partnered in these cases with The
Armenta Law Firm in California, is a consumer-rights class-action
law firm with ten offices across the country.
About The Weinstein Company
The Weinstein Company (TWC) -- http://www.WeinsteinCo.com/-- is a
multimedia production and distribution company launched in 2005 in
New York by Bob and Harvey Weinstein, the brothers who founded
Miramax Films in 1979. TWC also encompasses Dimension Films, the
genre label founded in 1993 by Bob Weinstein. During Harvey and
Bob's tenure at Miramax and TWC, they have received 341 Oscar
nominations and won 81 Academy Awards.
TWC dismissed Harvey Weinstein in October 2017, after dozens of
women came forward to accuse him of sexual harassment, assault or
rape.
The Weinstein Company Holdings LLC and 54 affiliates sought Chapter
11 protection (Bankr. D. Del. Lead Case No. 18-10601) on March 19,
2018 after reaching a deal to sell all assets to Lantern Asset
Management for $310 million.
The Weinstein Company Holdings estimated $500 million to $1 billion
in assets and $500 million to $1 billion in liabilities.
The Hon. Mary F. Walrath is the case judge.
CRAVATH, SWAINE & MOORE LLP is the Debtors' bankruptcy counsel,
with the engagement led by Paul H. Zumbro, George E. Zobitz, and
Karin A. DeMasi, in New York.
RICHARDS, LAYTON & FINGER, P.A., is the local counsel, with the
engagement headed by Mark D. Collins, Paul N. Heath, Zachary I.
Shapiro, Brett M. Haywood, and David T. Queroli, in Wilmington,
Delaware.
FTI CONSULTING, INC., is the restructuring advisor. MOELIS &
COMPANY LLC is the investment banker. EPIQ BANKRUPTCY SOLUTIONS,
LLC, is the claims and noticing agent.
WESLEY HILLYARD: $51K Sale of Royalty Interests to Bankston Okayed
------------------------------------------------------------------
Judge Laura K. Grandy of the U.S. Bankruptcy Court Southern
District of Illinois authorized the private sale by Wesley M.
Hillyard and Myra L. Hillyard of (i) the royalty interests of Mark
Hillyard, Myra Hillyard, Hiltyard Farm Services, LLC, also known as
HFS, H & H Well Services, LLC, also known as H&H, Hillyard Sales
and Service, LLC, and K and K Resources, LLC in and to the Okerson
D and the R.E. Okerson leases; and (ii) all wells, machinery,
material, equipment, tanks, pumps, buildings, tools and supplies,
rods and pipelines located on the leases or used by the leases and
severed minerals stored or, produced from the leases and any logs
or reports, licenses or permits relating to the leases and any
receivables, records of payments, warranties, and contracts; to
Bankston Creek Land Trust for $48,800 plus $2,500 for the costs of
the estate.
The Debtors are authorized to transfer titles (if necessary) to
Bankston.
Wesley M. Hillyard and Myra L. Hillyard sought Chapter 11
protection (Bankr. S.D. Ill. Case No. 17-40377) on May 1, 2017.
The Debtors tapped Douglas A. Antonik, Esq., as counsel.
WESLEY HILLYARD: Proposed Private Sale of Farm Equipment Approved
-----------------------------------------------------------------
Judge Laura K. Grandy of the U.S. Bankruptcy Court Southern
District of Illinois authorized the private sale by Wesley M.
Hillyard and Myra L. Hillyard of the following equipment: (i) Case
1570 tractor, S.N 8801843, for not less than $4,000; (ii) John
Deere 8630i-I tractor, S/N 009707R, for not less than $6,000; (iii)
John Deere 8820 combine, S/N 565058, for not less than $6,500; (iv)
New Holiand TR70 combine, S/N 300485, for not less than $3,000; (v)
Massey Ferguson 165 tractor, S/N CDW643001197, for not less than
$2,900; (vi) 32" IH disk, S/N 0470000424185, for not less than
$3,250; (vii) 34" Briilion roller, S/N 104437, for not less than
$3,000; (viii) 28" John Deere field cultivator, 012650N, for not
less than $750; (ix) Biack Machine planter, for not less than
$6,000; (x) Massey Ferguson 1100 tractor, for not less than $2,500;
(xi) 930 Platform, S/N H00930F641218, for not less than $2,000;
(xii) 220 Platform, S/N 220363H, for not less than $250; (xiii) 630
Corn Head, for not less than $375; and (xiv) 630 Corn Head, for not
less than $375.
Wesley M. Hillyard and Myra L. Hillyard sought Chapter 11
protection (Bankr. S.D. Ill. Case No. 17-40377) on May 1, 2017.
The Debtors tapped Douglas A. Antonik, Esq., as counsel.
WILLBROS GROUP: Cancels Offerings Under Registration Statements
---------------------------------------------------------------
Willbros Group, Inc., filed with the Securities and Exchange
Commission post-effective amendments to deregister all shares of
common stock and preferred share purchase rights remaining unsold
on the following Registration Statements on Form S-8 filed by the
Company with the SEC:
* Registration Statement No. 333-18421, filed on December 20,
1996 (and amended on March 6, 2009) registering Common
Stock.
* Registration Statement No. 333-53748, filed on January 16,
2001 (and amended on March 6, 2009) registering Common
Stock.
* Registration Statement No. 333-74290, filed on November 30,
2001 (and amended on March 6, 2009) registering Common
Stock.
* Registration Statement No. 333-135543, filed on June 30,
2006 (and amended on March 6, 2009) registering Common Stock
and Preferred Share Purchase Rights.
* Registration Statement No. 333-139353, filed on December 14,
2006 (and amended on March 6, 2009) registering Common Stock
and Preferred Share Purchase Rights.
* Registration Statement No. 333-151795, filed on June 20,
2008 (and amended on March 6, 2009) registering Common Stock
and Preferred Share Purchase Rights.
* Registration Statement No. 333-151796, filed on June 20,
2008 (and amended on March 6, 2009) registering Common Stock
and Preferred Share Purchase Rights.
* Registration Statement No. 333-167940, filed on July 1, 2010
registering Common Stock.
* Registration Statement No. 333-182431, filed on June 29,
2012 registering Common Stock.
* Registration Statement No. 333-182432, filed on June 29,
2012 registering Common Stock.
* Registration Statement No. 333-196416, filed on May 30, 2014
registering Common Stock.
* Registration Statement No. 333-196417, filed on May 30, 2014
registering Common Stock.
* Registration Statement No. 333-218405, filed on June 1, 2017
registering Common Stock.
The Company also filed post-effective amendments to deregister all
shares of senior debt securities, subordinated debt securities,
common stock, preferred stock, depositary shares, warrants,
purchase contracts, rights, guarantees of debt securities and units
remaining unsold on the following Registration Statements on Form
S-3 filed by the Company with the SEC:
* Registration Statement No. 333-218413, filed on June 1, 2017
registering Senior Debt Securities, Subordinated Debt
Securities, Common Stock, Preferred Stock, Depositary Shares,
Warrants, Purchase Contracts, Rights and Units.
* Registration Statement No. 333-195845, filed on May 9, 2014
registering Senior Debt Securities, Subordinated Debt
Securities, Common Stock, Preferred Stock, Depositary Shares,
Warrants, Purchase Contracts and Units.
* Registration Statement No. 333-174406, filed on May 23, 2011
(and amended on April 26, 2013 and September 9, 2013)
registering Senior Debt Securities, Subordinated Debt
Securities, Common Stock, Preferred Stock, Depositary Shares,
Warrants, Purchase Contracts, Guarantees of Debt Securities
and Units.
* Registration Statement No. 333-173446, filed on April 12,
2011 (and amended on April 26, 2013) registering Common
Stock.
As previously disclosed, on the Company's form 8-K filed March 28,
2018, the Company has entered into an Agreement and Plan of Merger
with Primoris Services Corporation, a Delaware corporation, and
Waco Acquisition Vehicle, Inc., a Delaware corporation and a
wholly-owned subsidiary of Primoris. In accordance with the Merger
Agreement, the Company has terminated all offerings of Securities
pursuant to the Registration Statements.
In accordance with the undertaking made by the Company in the
Registration Statements to remove from registration, by means of a
post-effective amendment, any of the Securities that had been
registered for issuance that remain unsold at the termination of
such offering, the Company removed from registration all Securities
registered but unsold under the Registration Statements.
About Willbros Group
Based in Houston, Texas, Willbros -- http://www.willbros.com/-- is
a specialty energy infrastructure contractor serving the power and
oil and gas industries with offerings that primarily include
construction, maintenance and facilities development services.
The report from the Company's independent accounting firm
PricewaterhouseCoopers LLP, the Company's auditor since 2011, on
the consolidated financial statements for the year ended Dec. 31,
2017, includes an explanatory paragraph stating that the Company
has suffered recurring losses from operations, cash outflows from
operating activities and has a net capital deficiency that raise
substantial doubt about its ability to continue as a going
concern.
Willbros reported a net loss of $108.1 million in 2017 and a net
loss of $47.75 million in 2016. As of March 31, 2018, Willbros
Group had $349.03 million in total assets, $333.9 million in total
liabilities and $15.17 million in total stockholders' equity.
WYNDHAM DESTINATION: Fitch Assigns BB- Final Issuer Default Rating
------------------------------------------------------------------
Fitch Ratings has assigned a final Issuer Default Rating (IDR) of
'BB-' to Wyndham Destinations, Inc. (WYND) and 'BB+'/'RR1' to
WYND's senior secured bank credit facility and notes. The final
ratings are the same as the expected ratings assigned on May 14,
2018 and follow Wyndham Worldwide Corporation's (WYN) spin-off of
its wholly-owned subsidiary Wyndham Hotels & Resorts, Inc. and
legal name change to Wyndham Destinations, Inc.
KEY RATING DRIVERS
WYND's 'BB-' IDR reflects the company's strong competitive position
as the largest timeshare industry operator, as well as the
diversification benefits of its less capital intensive exchange and
rentals business. The discretionary nature of timeshare sales and
WYND's high financial leverage are factors that balance the
ratings. The latter is partially offset by strong profitability and
cash flows from WYND's timeshare financing activities.
High Core, Adjusted Leverage: Fitch expects WYND to operate with
core adjusted leverage in the low-to-mid 4.0x range through the
cycle, which is appropriate for the 'BB-' rating. WYND's core
adjusted leverage will increase to the high 4.0x range during 2019,
the first full year after restructuring, before declining to the
low 4.0x range by the end of Fitch's four-year projection period.
Core, adjusted leverage excludes WYND's net interest margin from
timeshare financing, as well as the related non-recourse debt.
According to Fitch's "Corporate Rating Criteria," when analyzing a
corporate issuer with a captive finance subsidiary, Fitch
calculates an appropriate target debt-to-equity ratio for the
finance subsidiary based on its asset quality, funding and
liquidity. If the finance subsidiary's target debt-to-equity ratio,
based on Fitch's calculations, is lower than the actual ratio,
Fitch assumes that the parent injects additional equity into the
finance subsidiary to bring the debt-to-equity ratio down to the
appropriate target level. Fitch then considers the effect of this
equity injection in its analysis of the parent's credit profile.
For WYND, Fitch calculates an appropriate target debt-to-equity
ratio of 2.0x, slightly below the actual ratio of 2.6x. As a result
of its analysis, Fitch has retained $246 million of non-recourse
timeshare receivable debt in its core, adjusted leverage
calculation for WYND, which represents the equity needed to bring
its FinCo subsidary's debt-to-equity ratio down to 2.0x.
Less Stable Cash Flows: Fitch expects WYND's through-the-cycle cash
flow volatility to increase due to the restructuring. The spin-off
will narrow the company's operational focus on the less stable,
more capital intensive timeshare business. WYND generates the
majority of its timeshare cash flows from unit/interval sales and
to a lesser extent from the financing spread from timeshare loans
and recurring fees from long-term resort management contracts.
WYND's less capital intensive, fee-based RCI timeshare exchange
business will compose roughly a quarter of WYND's revenues. The
company has limited geographic revenue diversification.
WYND has modified its timeshare business since 2009 in an effort to
reduce cash flow volatility. Examples include emphasizing recurring
management fees and the company's transition of a portion of its
business to the Wyndham Asset Affiliation Model (WAAM). WYND
created WAAM to improve the capital efficiency of its timeshare
business. The company has cycled through several iterations based
on changing market conditions and opportunity sets in the
industry.
Fitch expects the company will continue to seek timeshare inventory
sourcing opportunities under its asset-light WAAM business model,
in addition to modest timeshare inventory spending of roughly $250
million annually.
Strong Position in Competitive Industry: WYND has a strong market
position in the timeshare industry. The company is the largest
timeshare operator based on owner families, which provides some
scale economies and facilitates third-party marketing
relationships. WYND also operates the larger of two timeshare
exchange networks through its RCI subsidiary. Fitch expects the
company to generate returns on invested capital at or above its
peers through the cycle.
The domestic timeshare market is mature, with above average
economic cyclical sensitivity owing to the consumer discretionary
nature of the product. Entry barriers are limited, and there are a
variety of competitive alternatives, including rapid growth and
adoption of alternative lodging accommodation companies, such as
Airbnb, Inc.
Growing Contingent Liabilities: WYND's off-balance-sheet
liabilities, including contractual and contingent obligations, have
increased in recent years, partly due to the company's less
capital-intensive timeshare inventory sourcing strategy. Fitch
incorporates these items into the ratings by analyzing the
company's liquidity position and the potential impact to increased
leverage under various liability funding scenarios.
Inventory purchase commitments under its WAAM business model have
increased WYND's off-balance-sheet contractual obligations. Fitch
recognizes the financing elements associated with these
transactions, but does not consider them akin to debt.
Along with the company's other financial obligations, Fitch is
monitoring WYND's total and maximum annual funding requirements
related to its timeshare inventory purchase commitments,
emphasizing the impact to leverage under weaker economic and
industry conditions. WYND has adequate flexibility to redirect
discretionary capital expenditures (i.e. share repurchases) to pay
down debt and reduce leverage in an economic downturn.
DERIVATION SUMMARY
WYND's ratings reflect the company's dominant position in the
timeshare industry, as well as the diversification benefits of its
less capital intensive exchange and rentals business. The
discretionary nature of timeshare sales and WYND's high financial
leverage balance the ratings. WYND is the largest timeshare
operator with almost 900,000 owners in it system. Marriott
Vacations will be the company's closest peer upon completion of its
announced acquisition of ILG given the combined size (roughly
650,000 owner families), followed by Hilton Grand Vacations at
288,000 and Bluegreen Corp. WYND's revenues are more diversified
than Hilton Grand Vacations due to the inclusion of its timeshare
exchange network RCI. However, peer Marriott Vacations will gain
access to Interval's network through its ILG acquisition. Marriott
Vacations also will have greater brand diversification via its
relationship with Marriott International (BBB/Positive) and ILG's
exclusive licenses to use the Starwood and Hyatt timeshare brands.
Fitch expects WYND's core, lease-adjusted leverage to sustain in
the low 4.0x range through the cycle, which is well above Marriott
Vacations (roughly 3.0x, pro forma for the ILG acquisition) and
Hilton Grand Vacations (roughly 1.5x).
KEY ASSUMPTIONS
Fitch's Key Assumptions Within its Rating Case for the Issuer
-- Flat to slightly positive results in WYND's vacation exchange
and rentals business, primarily through low single-digit pricing
gains;
-- Healthy low-to-mid single-digit tour flow growth and low
single-digit value per guest growth in WYND's vacation ownership
segment through the forecast period;
-- Stable financing net interest margin through the forecast
period.
RATING SENSITIVITIES
Developments That May, Individually or Collectively, Lead to
Positive Rating Action
-- Leverage sustaining below 4.0x;
-- Greater cash flow diversification by brand and/or business
line.
Developments That May, Individually or Collectively, Lead to
Negative Rating Action
-- Leverage sustaining above 5.0x;
-- A deterioration in the company's liquidity position, possibly
due to greater off-balance sheet timeshare inventory purchase
commitments.
LIQUIDITY
Adequate Liquidity: WYND's liquidity position is adequate; however,
the company has some intermediate-term concentration in its debt
maturity ladder, as well as reliance upon the ABS market to help
fund its timeshare customer lending activities. A significant
economic downturn accompanied by tightened credit markets could
pressure WYND's securitization market access and require the
company to support its finance subsidiary. WYND's financial
flexibility is generally consistent with high speculative-grade
ratings. The company has financial policies in place, but Fitch
expects the company to show some flexibility around implementation
that could lead it to temporarily exceed downward rating
sensitivities.
FULL LIST OF RATING ACTIONS
Fitch has assigned the following final ratings:
Wyndham Destinations, Inc.
-- Long-term IDR 'BB-';
-- $1 billion senior secured credit facility 'BB+'/'RR1';
-- $300 million senior secured term loan B 'BB+'/'RR1';
-- $2.4 billion senior secured notes 'BB+'/'RR1'.
The Rating Outlook is Stable.
For ratings at the higher end of the speculative-grade scale,
notching of debt issue ratings from the IDR is determined by a
broad consideration of relative recoveries. The specific notching
in either direction from the IDR depends upon an assessment of the
adequacy of secured debt collateral, total leverage, and the
proportion of secured, unsecured, and subordinated debt in the
capital structure. WYND's secured debt rating is rated 'BB+'/'RR1',
two notches above the IDR, illustrating Fitch's expectation of
superior recovery prospects in the event of default.
Fitch has withdrawn the following ratings, due to the
reorganization of the rated entities:
Wyndham Worldwide Corp.
-- Long-term IDR 'BBB-';
-- Short-term IDR 'F3';
-- Senior unsecured credit facilities 'BBB-';
-- Senior unsecured notes 'BBB-';
-- Senior unsecured CP 'F3'.
Wyndham Global Finance PLC
-- Senior unsecured CP 'F3'.
YAHWEH CENTER: Court Allows Construction of AP Deadline
-------------------------------------------------------
Debtor Yahweh Center, Inc.'s Plan Trustee, Richard P. Cook, filed
an amended motion to modify confirmed chapter 11 plan, or in the
alternative motion to interpret confirmed plan. Carla J. Roberts
filed an objection to the motion.
Bankruptcy Judge Joseph N. Callaway allows the relief sought in the
motion seeking judicial interpretation and construction of the
adversary proceeding deadline and other applicable provisions of
the Plan. The modification of the Plan sought in the motion is
denied as moot.
The Plan Trustee filed a Motion to Extend Time to File Adversary
Proceedings on Dec. 14, 2017, asserting that the deadline to file
Causes of Action set forth in Paragraph 3 (the "AP Deadline") had
not yet then expired, and thus his motion to extend time could be
considered under Rule 9006 as being made "before the expiration of
the period originally prescribed . . . ." Ms. Roberts filed an
objection to that motion on Dec. 19, 2017 contending that it was
filed after the AP Deadline had expired and was only allowable if,
in addition to good cause shown, the Plan Trustee could demonstrate
that his "failure to act was the result of excusable neglect."
In an order dated Jan. 11, 2018 (the "Prior Order"), the court
denied the motion to extend time, finding that the Effective Date
of the Plan was at the latest June 12, 2017, thereby making Dec.
11, 2017 the date "180 days from the Effective Date." Because the
Plan Trustee's motion to extend the AP Deadline was filed outside
of this time period, the court determined that the Plan Trustee was
required to demonstrate excusable neglect to warrant an extension.
The Plan Trustee was not able to demonstrate excusable neglect, and
the court accordingly denied the motion to extend.
After denial of the motion to extend time, the Plan Trustee filed a
motion to modify the confirmed Plan, seeking to establish a new AP
Deadline by modifying Paragraph 3 of the Plan.
Alternatively, the motion seeks to have the court further interpret
and construe the existing Paragraph 3 language "to permit the Plan
Trustee to prosecute causes of action arising under non-bankruptcy
federal or state law in non-bankruptcy court until such time as the
applicable statute of limitations expires because the 180 day
provision in the Plan does not apply to such actions."
Ms. Roberts objected to the relief sought by the Plan Trustee,
advancing six discrete arguments in support of her position:
(1) The Plan Trustee lacks standing to pursue modification of the
plan;
(2) The doctrine of res judicata bars the relief requested in the
Motion because it was adjudicated in the Prior Order;
(3) Circumstances do not warrant modification of the plan;
(4) The plan has already been substantially consummated, thereby
precluding modification;
(5) The plan would not be confirmable with the Proposed
Modification under section 1129(b); and
(6) There has been an inadequate disclosure of information about
the Proposed Modification, thereby failing to satisfy section
1125.
Because the court has determined that proper construction of the AP
Deadline does not present an obstacle to the Plan Trustee's pursuit
of Causes of Action on behalf of the Debtor, his request to modify
the Plan is moot. However, the court addressed one of Ms. Roberts'
six objections to modification, since, although raised specifically
in opposition to modification, it may fairly be read to apply to
both plan modification and construction of the Plan. Specifically,
Ms. Roberts contends that any construction or modification of the
Plan to permit the Plan Trustee to proceed with Causes of Action
brought or filed after Dec. 11, 2017 is res judicata because "[t]he
[Prior Order] is a final order which resolves all issues pertaining
to an extension of time to file adversary proceedings under the
Confirmed Plan."
The doctrine of res judicata, or claim preclusion, applies if the
following three elements are satisfied: "(1) a final judgment on
the merits in a prior suit; (2) an identity of the cause of action
in both the earlier and the later suit; and (3) an identity of the
parties or their privies in the two suits."
It is clear from the record of the hearing precipitating the Prior
Order that neither party had an opportunity to litigate the proper
interpretation or construction of the AP Deadline at that time.
When asked whether he contended that the AP Deadline supplanted and
replaced the underlying statute of limitations for any claims, such
that it operated as an absolute bar to all claims held by any party
once the deadline passed, counsel for Ms. Roberts acknowledged that
while that was his position, "[he] had not considered that issue
before the hearing today, so [he didn't] have any law [to support
this proposition]."
In this result, no judicial resources are wasted; on the contrary,
the court specifically limited the Prior Order to "the issue before
it" in anticipation of probable further litigation. This order and
the Prior Order are consistent because neither make a finding on
the same issue. Accordingly, the court's determination of the date
established by the AP Deadline is not res judicata as to the
interpretation and construction of its applicability, and the Prior
Order does not preclude the Plan Trustee from seeking such relief
now.
For the foregoing reasons, the relief sought in the motion seeking
judicial interpretation and construction of the AP Deadline and
other applicable provisions of the Plan is allowed. The court holds
that the AP Deadline does not apply to bar Causes of Action
asserted by the Plan Trustee on behalf of the Estate, provided the
Causes of Action were "possessed by the Debtor prior to the
Effective Date" of the Plan. The modification of the Plan sought in
the Motion is denied as moot.
The bankruptcy case is in re: YAHWEH CENTER, INC., Chapter 11,
DEBTOR, Case No. 16-04306-5-JNC (Bankr. E.D.N.C.).
A full-text copy of the Court's Memorandum Opinion dated May 4,
2018 is available at https://bit.ly/2JvHBd2 from Leagle.com.
Yahweh Center, Inc., Debtor, represented by Blake Y. Boyette,
Stubbs & Perdue, P.A. & Trawick H. Stubbs, Jr., Stubbs & Perdue,
P.A.
About Yahweh Center
Headquartered in Wilmington, North Carolina, Yahweh Center, Inc.,
aka Yahweh Center Children's Village filed for Chapter 11
bankruptcy protection (Bankr. E.D.N.C. Case No. 16-04306) on Aug.
17, 2016, listing $1.87 million in total assets and $2.40 million
in total liabilities. The petition was signed by Carla J. Roberts,
executive director.
Judge Joseph N. Callaway presides over the case.
Trawick H Stubbs, Jr., Esq., at Stubbs & Perdue, P.A., serves as
the Debtor's bankruptcy counsel.
ZAHMEL RESTAURANT: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Zahmel Restaurant Supplies Corp.
6235 30th Avenue
Woodside, NY 11377-1229
Business Description: Zahmel Restaurant Supplies Corp.
is a restaurant supply distributor that
maintains warehouse and related offices at
6235 30th Avenue, Woodside, New York.
The company has 45 employees and more than
50 creditors.
Chapter 11 Petition Date: June 5, 2018
Case No.: 18-43312
Court: United States Bankruptcy Court
Eastern District of New York (Brooklyn)
Debtor's Counsel: Ted J. Donovan, Esq.
GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP
1501 Broadway, 22nd Floor
New York, NY 10036
Tel: (212)-301-6943
Fax: (212)-422-6836
Email: Tdonovan@gwfglaw.com
- and -
Kevin J. Nash, Esq.
GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP
1501 Broadway 22nd Floor
New York, NY 10036
Tel: (212) 221-5700
Email: knash@gwfglaw.com
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Gil Appelbaum, vice president.
The Debtor failed to incorporate in the petition a list of its 20
largest unsecured creditors.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/nyeb18-43312.pdf
[*] Longford Latest Sponsor of 25th Annual DI Conference on Nov. 26
-------------------------------------------------------------------
Law firm Foley & Lardner LLP, DSI (Development Specialist Inc.),
and Longford Capital will sponsor Beard Group's 2018 Distressed
Investing (DI) Conference on Nov. 26, 2018.
Foley, DSI, provider of management consulting and financial
advisory services, and Longford Capital, a private investment
company, 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
[^] Recent Small-Dollar & Individual Chapter 11 Filings
-------------------------------------------------------
In re Charity Towing And Recovery, LLC
Bankr. D. Ariz. Case No. 18-05745
Chapter 11 Petition filed May 21, 2018
See http://bankrupt.com/misc/azb18-05745.pdf
represented by: Mark J. Giunta, Esq.
LAW OFFICE OF MARK J. GIUNTA
E-mail: markgiunta@giuntalaw.com
In re John Nehmatallah Living Revoca
Bankr. M.D. Fla. Case No. 18-03023
Chapter 11 Petition filed May 21, 2018
See http://bankrupt.com/misc/flmb18-03023.pdf
Filed Pro Se
In re The Arlington Company of Sarasota, Inc.
Bankr. M.D. Fla. Case No. 18-04164
Chapter 11 Petition filed May 21, 2018
See http://bankrupt.com/misc/flmb18-04164.pdf
represented by: Melody D. Genson, Esq.
MELODY D. GENSON, PA
E-mail: melodydgenson@verizon.net
In re 100K Transportation
Bankr. N.D. Ga. Case No. 18-58464
Chapter 11 Petition filed May 21, 2018
See http://bankrupt.com/misc/ganb18-58464.pdf
represented by: Joseph Chad Brannen, Esq.
THE BRANNEN FIRM, LLC
E-mail: chad@brannenlawfirm.com
In re Ability Moving and Storage, LLC
Bankr. W.D. La. Case No. 18-80498
Chapter 11 Petition filed May 21, 2018
See http://bankrupt.com/misc/lawb18-80498.pdf
represented by: L. Laramie Henry, Esq.
E-mail: laramie@henry-law.com
In re Booker-Evers Real Estate Corp.
Bankr. D.N.J. Case No. 18-20265
Chapter 11 Petition filed May 21, 2018
See http://bankrupt.com/misc/njb18-20265.pdf
represented by: Kimberly Tyler, Esq.
E-mail: kimberlytyleresq@msn.com
In re Maria D. Collazo-Velez
Bankr. D.N.J. Case No. 18-20278
Chapter 11 Petition filed May 21, 2018
represented by: Thaddeus R. Maciag, Esq.
MACIAG LAW, LLC
E-mail: MaciagLaw1@aol.com
In re Allwill LLC
Bankr. E.D.N.Y. Case No. 18-42901
Chapter 11 Petition filed May 21, 2018
See http://bankrupt.com/misc/nyeb18-42901.pdf
represented by: John C. Kim, Esq.
THE LAW OFFICE OF JOHN C. KIM, P.C.
E-mail: johnckim1@gmail.com
In re Golden City 888, LLC
Bankr. E.D.N.Y. Case No. 18-42908
Chapter 11 Petition filed May 21, 2018
See http://bankrupt.com/misc/nyeb18-42908.pdf
Filed Pro Se
In re Mustafizur Rahman
Bankr. E.D.N.Y. Case No. 18-42925
Chapter 11 Petition filed May 21, 2018
represented by: Mark R. Bernstein, Esq.
LAW OFFICES OF GREGORY MESSER, PLLC
E-mail: mbernstein@messer-law.com
In re Jose A. Guzman
Bankr. C.D. Cal. Case No. 18-15836
Chapter 11 Petition filed May 21, 2018
represented by: Charles Shamash, Esq.
CACERES & SHAMASH LLP
E-mail: cs@locs.com
In re Neighborhood Barre, LLC
Bankr. N.D. Ill. Case No. 18-14703
Chapter 11 Petition filed May 21, 2018
See http://bankrupt.com/misc/ilnb18-14703.pdf
represented by: David P. Lloyd, Esq.
DAVID P. LLOYD, LTD.
E-mail: courtdocs@davidlloydlaw.com
In re R & B Receivables Management Corporation
Bankr. N.D. Ill. Case No. 18-14877
Chapter 11 Petition filed May 22, 2018
See http://bankrupt.com/misc/ilnb18-14877.pdf
represented by: Timothy J. Somen, Esq.
SOMEN LAW FIRM, LLC
E-mail: tim@somenlawfirm.com
In re William Thomas Barry
Bankr. D. Mass. Case No. 18-11908
Chapter 11 Petition filed May 22, 2018
represented by: John A. Ullian, Esq.
LAW OFFICES OF ULLIAN & ASSOC.
E-mail: john@ullianlaw.com
In re Lusky E. Abhiva
Bankr. S.D.N.Y. Case No. 18-22768
Chapter 11 Petition filed May 22, 2018
represented by: Michael A. Koplen, Esq.
E-mail: Atty@KoplenLawFirm.com
In re Ronald Ashley Burton
Bankr. D.S.C. Case No. 18-02674
Chapter 11 Petition filed May 22, 2018
represented by: William Harrison Penn, Esq.
MCCARTHY, REYNOLDS & PENN, LLC
E-mail: hpenn@mccarthy-lawfirm.com
In re Chess Emporium, LLC
Bankr. D. Ariz. Case No. 18-05826
Chapter 11 Petition filed May 23, 2018
See http://bankrupt.com/misc/azb18-05826.pdf
represented by: Allan Newdelman, Esq.
ALLAN D NEWDELMAN PC
E-mail: anewdelman@adnlaw.net
In re Edward George Enos, Jr. and Diane Clare McKelvey-Enos
Bankr. D. Ariz. Case No. 18-05905
Chapter 11 Petition filed May 23, 2018
represented by: Phil Hineman, Esq.
LAW OFFICE OF PHIL HINEMAN
E-mail: phineman@hineman.com
In re Sousan Najafi
Bankr. C.D. Cal. Case No. 18-11332
Chapter 11 Petition filed May 23, 2018
represented by: Dana M Douglas, Esq.
E-mail: dmddouglas@hotmail.com
In re Frances Greene
Bankr. N.D. Cal. Case No. 18-41213
Chapter 11 Petition filed May 23, 2018
represented by: Ruth Elin Auerbach, Esq.
LAW OFFICES OF RUTH ELIN AUERBACH
E-mail: attorneyruth@sbcglobal.net
In re Khalia's Kitchen, LLC
Bankr. N.D. Ga. Case No. 18-58566
Chapter 11 Petition filed May 23, 2018
See http://bankrupt.com/misc/ganb18-58566.pd
represented by: Leslie M. Pineyro, Esq.
JONES AND WALDEN, LLC
E-mail: lpineyro@joneswalden.com
In re Balloon Innovations Inc.
Bankr. N.D. Ga. Case No. 18-58615
Chapter 11 Petition filed May 23, 2018
See http://bankrupt.com/misc/ganb18-58615.pdf
represented by: James D. Key, Esq.
E-mail: Keyjake@aol.com
In re Dragonfly Sales and Marketing Consulting, Inc.
Bankr. E.D.N.C. Case No. 18-02610
Chapter 11 Petition filed May 23, 2018
See http://bankrupt.com/misc/nceb18-02610.pdf
represented by: Douglas Q. Wickham, Esq.
STUBBS & PERDUE PA
E-mail: efile@stubbsperdue.com
In re Iglesia De Dios Pentecostal Valle De Cedron, Inc.
Bankr. D.N.J. Case No. 18-20414
Chapter 11 Petition filed May 23, 2018
See http://bankrupt.com/misc/njb18-20414.pdf
represented by: John M. Esposito, Esq.
E-mail: john@lawjme.com
In re Enchantment Pizza II, LLC
Bankr. D.N.M. Case No. 18-11275
Chapter 11 Petition filed May 23, 2018
See http://bankrupt.com/misc/nmb18-11275.pdf
represented by: Jennie Behles, Esq.
BEHLES LAW FIRM PC
E-mail: filings@jdbehles.com
In re Enchantment Pizza, Inc.
Bankr. D.N.M. Case No. 18-11276
Chapter 11 Petition filed May 23, 2018
See http://bankrupt.com/misc/nmb18-11276.pdf
represented by: Jennie Behles, Esq.
BEHLES LAW FIRM PC
E-mail: filings@jdbehles.com
In re Kenneth D. Stokes and Kristin D. Stokes
Bankr. D. Nev. Case No. 18-50539
Chapter 11 Petition filed May 23, 2018
represented by: Stephen R. Harris, Esq.
HARRIS LAW PRACTICE LLC
E-mail: steve@harrislawreno.com
In re William Scott Hoppe and Christina Hoppe
Bankr. E.D. Va. Case No. 18-32706
Chapter 11 Petition filed May 23, 2018
represented by: David K. Spiro, Esq.
SPIRO & BROWNE, PLC
E-mail: dspiro@sblawva.com
In re Hedieh Lee
Bankr. C.D. Cal. Case No. 18-16010
Chapter 11 Petition filed May 24, 2018
represented by: Onyinye N. Anyama, Esq.
ANYAMA LAW FIRM
E-mail: onyi@anyamalaw.com
In re Petworth Virginia Holdings, LLC
Bankr. D.D.C. Case No. 18-00367
Chapter 11 Petition filed May 24, 2018
See http://bankrupt.com/misc/dcb18-00367.pdf
represented by: Steven H. Greenfeld, Esq.
COHEN, BALDINGER & GREENFELD LLC
E-mail: steveng@cohenbaldinger.com
In re Christiaan G. Walhof and Bettina E. Walhof
Bankr. M.D. Fla. Case No. 18-04295
Chapter 11 Petition filed May 24, 2018
represented by: Benjamin G Martin, Esq.
LAW OFFICES OF BENJAMIN MARTIN
E-mail: skipmartin@verizon.net
In re Arlen House East 715, LLC
Bankr. S.D. Fla. Case No. 18-16263
Chapter 11 Petition filed May 24, 2018
See http://bankrupt.com/misc/flsb18-16263.pdf
represented by: Joel M. Aresty, Esq.
JOEL M. ARESTY P.A.
E-mail: aresty@mac.com
In re InPrint Management, Inc.
Bankr. D. Mass. Case No. 18-11931
Chapter 11 Petition filed May 24, 2018
See http://bankrupt.com/misc/mab18-11931.pdf
represented by: George J. Nader, Esq.
RILEY & DEVER, P.C.
E-mail: nader@rileydever.com
In re PB Tech Solutions, LLC
Bankr. D. Md. Case No. 18-17075
Chapter 11 Petition filed May 24, 2018
See http://bankrupt.com/misc/mdb18-17075.pdf
represented by: Brent C. Strickland, Esq.
WHITEFORD, TAYLOR & PRESTON LLP
E-mail: bstrickland@wtplaw.com
In re Fern Hill Place Retail Association, Inc.
Bankr. D. Minn. Case No. 18-41722
Chapter 11 Petition filed May 24, 2018
See http://bankrupt.com/misc/mnb18-41722.pdf
represented by: John D. Lamey, III, Esq.
LAMEY LAW FIRM, P.A.
E-mail: bankrupt@lameylaw.com
In re Michael O'Shea
Bankr. D.N.J. Case No. 18-20478
Chapter 11 Petition filed May 24, 2018
represented by: Bunce Atkinson, Esq.
ATKINSON & DEBARTOLO
E-mail: bunceatkinson@aol.com
In re New York Iron Gym, Inc.
Bankr. E.D.N.Y. Case No. 18-73539
Chapter 11 Petition filed May 24, 2018
See http://bankrupt.com/misc/nyeb18-73539.pdf
Filed Pro Se
In re Wall Street Languages Ltd
Bankr. S.D.N.Y. Case No. 18-11581
Chapter 11 Petition filed May 24, 2018
See http://bankrupt.com/misc/nysb18-11581.pdf
represented by: Dawn Kirby, Esq.
DELBELLO DONNELLAN WEINGARTEN WISE & WIEDERKEHR, LLP
E-mail: dkirby@ddw-law.com
In re ADAR 26 HAS LLC
Bankr. S.D.N.Y. Case No. 18-22786
Chapter 11 Petition filed May 24, 2018
See http://bankrupt.com/misc/nysb18-22786.pdf
represented by: David A. Bellon, Esq.
E-mail: davidbellon010@gmail.com
In re JAC Enterprises LLC
Bankr. S.D. Ohio Case No. 18-31626
Chapter 11 Petition filed May 24, 2018
See http://bankrupt.com/misc/ohsb18-31626.pdf
Filed Pro Se
In re Gregory Kent Quinn
Bankr. M.D. Tenn. Case No. 18-03512
Chapter 11 Petition filed May 24, 2018
represented by: Joseph P. Rusnak, Esq.
TUNE ENTREKIN & WHITE PC
E-mail: JRUSNAK@TEWLAWFIRM.com
In re Genuine Journey LLC
Bankr. S.D. Tex. Case No. 18-32697
Chapter 11 Petition filed May 24, 2018
See http://bankrupt.com/misc/txsb18-32697.pdf
represented by: Nelson M Jones, III, Esq.
LAW OFFICE OF NELSON M. JONES III
E-mail: njoneslawfirm@aol.com
In re 66 on 66 Bar & Grill, LLC, 66 on 66 Bar & Grill, LLC
Bankr. C.D. Cal. Case No. 18-14462
Chapter 11 Petition filed May 25, 2018
See http://bankrupt.com/misc/cacb18-14462.pdf
represented by: Sandford L. Frey, Esq.
LEECH TISHMAN FUSCALDO & LAMPL, INC.
E-mail: sfrey@leechtishman.com
In re Zachary Ira Deutsch
Bankr. C.D. Cal. Case No. 18-16073
Chapter 11 Petition filed May 25, 2018
represented by: Giovanni Orantes, Esq.
ORANTES LAW FIRM PC
E-mail: go@gobklaw.com
In re Litchfield Laser Skin Care, LLC
Bankr. D. Conn. Case No. 18-50661
Chapter 11 Petition filed May 25, 2018
See http://bankrupt.com/misc/ctb18-50661.pdf
represented by: Edward P. Jurkiewicz, Esq.
LAWRENCE & JURKIEWICZ LLC
E-mail: edwardjurkiewicz@sbcglobal.net
In re Atlanta South Auto Brokers, LLC
Bankr. N.D. Ga. Case No. 18-11103
Chapter 11 Petition filed May 25, 2018
See http://bankrupt.com/misc/ganb18-11103.pdf
Filed Pro Se
In re Hollywood's Towing & Recovery, Inc.
Bankr. E.D.N.C. Case No. 18-02661
Chapter 11 Petition filed May 25, 2018
See http://bankrupt.com/misc/nceb18-02661.pdf
represented by: Travis Sasser, Esq.
SASSER LAW FIRM
E-mail: travis@sasserbankruptcy.com
In re Moldova Forever, Inc.
Bankr. E.D.N.Y. Case No. 18-43035
Chapter 11 Petition filed May 25, 2018
See http://bankrupt.com/misc/nyeb18-43035.pdf
represented by: Alla Kachan, Esq.
LAW OFFICES OF ALLA KACHAN, P.C.
E-mail: alla@kachanlaw.com
In re AHDS Bagel LLC
Bankr. E.D.N.Y. Case No. 18-43039
Chapter 11 Petition filed May 25, 2018
See http://bankrupt.com/misc/nyeb18-43039.pdf
represented by: Lawrence Morrison, Esq.
MORRISON TENENBAUM, PLLC
E-mail: lmorrison@m-t-law.com
In re 1101 Bagel Corp.
Bankr. E.D.N.Y. Case No. 18-43041
Chapter 11 Petition filed May 25, 2018
See http://bankrupt.com/misc/nyeb18-43041.pdf
represented by: Lawrence Morrison, Esq.
MORRISON TENENBAUM, PLLC
E-mail: lmorrison@m-t-law.com
In re Processing Resources, LLC
Bankr. N.D. Ill. Case No. 18-14411
Chapter 11 Petition filed May 17, 2018
See http://bankrupt.com/misc/ilnb18-14411.pdf
represented by: Ben L Schneider, Esq.
SCHNEIDER & STONE
E-mail: ben@windycitylawgroup.com
In re Sanjeev Narinder Bedi
Bankr. D.N.J. Case No. 18-20543
Chapter 11 Petition filed May 25, 2018
represented by: Jenee K. Ciccarelli, Esq.
LAW OFFICE OF JENEE K. CICCARELLI
E-mail: jenee@ciccarellilegal.com
In re DAVID GONZALEZ SUAREZ
Bankr. D.P.R. Case No. 18-02897
Chapter 11 Petition filed May 25, 2018
represented by: Jesus Enrique Batista Sanchez, Esq.
THE BATISTA LAW GROUP, PSC
E-mail: jeb@batistasanchez.com
In re Lisa Marie Holley
Bankr. N.D. Tex. Case No. 18-42036
Chapter 11 Petition filed May 25, 2018
represented by: Marilyn D. Garner, Esq.
LAW OFFICES OF MARILYN D. GARNER
E-mail: mgarner@marilyndgarner.net
In re Ricardo Edmundo Lengua and Pamela Lorraine Lengua
Bankr. D. Cal. Case No. 18-16114
Chapter 11 Petition filed May 28, 2018
represented by: John A. Harbin, Esq.
LAW OFFICES OF JOHN A HARBIN
E-mail: johnharbintaxlaw@verizon.net
In re 115 Plain Drive LLC
Bankr. D. Mass. Case No. 18-11978
Chapter 11 Petition filed May 28, 2018
See http://bankrupt.com/misc/mab18-11978.pdf
represented by: Michael S. Kalis, Esq.
E-mail: mikalislaw@verizon.net
In re Steven M. Heath and Peggy B. Heath
Bankr. E.D. Tenn. Case No. 18-12322
Chapter 11 Petition filed May 28, 2018
represented by: Paul E. Jennings, Esq.
E-mail: paulejennings@bellsouth.net
In re Philip A Yoder and Karen S Yoder
Bankr. M.D. Fla. Case No. 18-04415
Chapter 11 Petition filed May 29, 2018
represented by: Joel S Treuhaft, Esq.
E-mail: jstreuhaft@yahoo.com
In re Chastain Park Condominium Association, Inc.
Bankr. N.D. Ga. Case No. 18-58826
Chapter 11 Petition filed May 29, 2018
See http://bankrupt.com/misc/ganb18-58826.pdf
represented by: Michael D. Robl, Esq.
ROBL LAW GROUP LLC
E-mail: michael@roblgroup.com
In re Danny Wayne Street and Patricia Boyce Street
Bankr. S.D. Miss. Case No. 18-02102
Chapter 11 Petition filed May 29, 2018
represented by: R. Michael Bolen, Esq.
HOOD & BOLEN, PLLC
E-mail: rmb@hoodbolen.com
In re Alex Cao
Bankr. S.D.N.Y. Case No. 18-11621
Chapter 11 Petition filed May 29, 2018
represented by: Robert J. Spence, Esq.
SPENCE LAW OFFICE, P.C.
E-mail: rspence@spencelawpc.com
In re Johannes Wakker and Olga Wakker
Bankr. E.D. Wis. Case No. 18-25331
Chapter 11 Petition filed May 29, 2018
represented by: Paul G. Swanson, Esq.
STEINHILBER SWANSON LLP
E-mail: pswanson@oshkoshlawyers.com
In re Joseph T. Mackay
Bankr. C.D. Cal. Case No. 18-11960
Chapter 11 Petition filed May 30, 2018
Filed Pro Se
In re PH Grinders, LLC
Bankr. D. Colo. Case No. 18-14696
Chapter 11 Petition filed May 30, 2018
See http://bankrupt.com/misc/cob18-14696.pdf
represented by: Lee M. Kutner, Esq.
KUTNER BRINEN, P.C.
E-mail: lmk@kutnerlaw.com
In re Georgina Sedano
Bankr. D. Colo. Case No. 18-14703
Chapter 11 Petition filed May 30, 2018
represented by: Michael J. Davis, Esq.
E-mail: mdavis@dlglaw.net
In re Luis M. Martin
Bankr. D. Colo. Case No. 18-14705
Chapter 11 Petition filed May 30, 2018
represented by: Michael J. Davis, Esq.
E-mail: mdavis@dlglaw.net
In re Sabrina Woodard
Bankr. D.D.C. Case No. 18-00384
Chapter 11 Petition filed May 30, 2018
Filed Pro Se
In re Joseph Monestime
Bankr. S.D. Fla. Case No. 18-16510
Chapter 11 Petition filed May 30, 2018
represented by: Stan L. Riskin, Esq.
E-mail: stan.riskin@gmail.com
In re Stuart Mortuary Inc.
Bankr. S.D. Ind. Case No. 18-04160
Chapter 11 Petition filed May 30, 2018
See http://bankrupt.com/misc/insb18-04160.pdf
Filed Pro Se
In re Carlos F. Gomez
Bankr. E.D.N.C. Case No. 18-02707
Chapter 11 Petition filed May 30, 2018
represented by: William H. Kroll, Esq.
STUBBS & PERDUE, P.A.
E-mail: efile@stubbsperdue.com
In re Sky Meadow Holdings LLC
Bankr. S.D.N.Y. Case No. 18-22817
Chapter 11 Petition filed May 30, 2018
See http://bankrupt.com/misc/nysb18-22817.pdf
Filed Pro Se
In re Philip Wayne Hedges and Deborah Hedges
Bankr. M.D. Tenn. Case No. 18-03625
Chapter 11 Petition filed May 30, 2018
represented by: Denis Graham (Gray) Waldron, Esq.
NIARHOS & WALDRON, PLC
E-mail: gray@niarhos.com
In re Johnston Holding Company Inc., A Nevada Corporation
Bankr. C.D. cal. Case No. 18-14644
Chapter 11 Petition filed May 31, 2018
See http://bankrupt.com/misc/cacb18-14644.pdf
Filed Pro Se
In re Maria A. Gonzalez
Bankr. C.D. Cal. Case No. 18-16304
Chapter 11 Petition filed May 31, 2018
represented by: Ryan A. Stubbe, Esq.
JAURIGUE LAW GROUP
E-mail: ryan@jlglawyers.com
In re Randal D. Haworth M.D. Inc.
Bankr. C.D. Cal. Case No. 18-16306
Chapter 11 Petition filed May 31, 2018
See http://bankrupt.com/misc/cacb18-16306.pdf
represented by: Stella A. Havkin, Esq.
HAVKIN & SHRAGO
E-mail: stella@havkinandshrago.com
In re Leslie Diane Olsson
Bankr. W.D. La. Case No. 18-50677
Chapter 11 Petition filed May 31, 2018
represented by: William C. Vidrine, Esq.
VIDRINE & VIDRINE
E-mail: williamv@vidrinelaw.com
In re Worley Kevin Hoover
Bankr. W.D.N.C. Case No. 18-10228
Chapter 11 Petition filed May 31, 2018
represented by: Benson T. Pitts, Esq.
PITTS, HAY & HUGENSCHMIDT, P.A.
E-mail: ben@phhlawfirm.com
In re Larry Feinerman and Patricia Feinerman
Bankr. D.N.J. Case No. 18-20949
Chapter 11 Petition filed May 31, 2018
represented by: Ira Deiches, Esq.
DEICHES & FERSCHMANN
E-mail: ideiches@deicheslaw.com
In re Nelya Babaisakova and Yakov Kayumov
Bankr. E.D.N.Y. Case No. 18-43177
Chapter 11 Petition filed May 31, 2018
represented by: Alla Kachan, Esq.
LAW OFFICES OF ALLA KACHAN, P.C.
E-mail: alla@kachanlaw.com
In re E. Waters & Associates, P.C.
Bankr. E.D.N.Y. Case No. 18-43212
Chapter 11 Petition filed May 31, 2018
See http://bankrupt.com/misc/nyeb18-43212.pdf
represented by: Edward J. Waters, Esq.
E WATERS & ASSOCIATES, PC
E-mail: info@ewaterslaw.com
In re Luxury Limousine Service, Inc.
Bankr. E.D. Pa. Case No. 18-13574
Chapter 11 Petition filed May 31, 2018
See http://bankrupt.com/misc/paeb18-13574.pdf
represented by: Stephen Vincent Bottiglieri, Esq.
BOTTIGLIERI LAW, LLC
E-mail: steve@bottiglierilaw.com
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
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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
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S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors.
Copyright 2018. All rights reserved. ISSN: 1520-9474.
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