/raid1/www/Hosts/bankrupt/TCR_Public/180614.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 14, 2018, Vol. 22, No. 164
Headlines
47 HOPS: Committee Seeks Appointment of Chapter 11 Trustee
ANTHONY THORNTON: Sale of Stamps Road/Plum Springs Properties OK'd
ANTHONY THORNTON: Sale of Two Russellville Parcels at Auction OK'd
ANTHONY THORNTON: Selling Stamps Road and Plum Springs Properties
ANTHONY THORNTON: Selling Two Russellville Parcels at Auction
AVAYA HOLDINGS: S&P Assigns 'B' Corp. Credit Rating; Outlook Stable
BALLENGER CONSTRUCTION: Trustee's $200K Sale of Property Okayed
BERNARD L. MADOFF: SIPA Trustee Seeks Approval of Ascot Agreement
CAMPBELLTON-GRACEVILLE: Inks Settlement with LifeBrite, Reliance
CENTURY ALUMINUM: Moody's Affirms B2 CFR, Outlook Negative
CJ MICHEL INDUSTRIAL: Seeks June 30 Cash Collateral Use Extension
CLAIRE'S STORES: Committee Objects to Disclosure Statement
CLAIRE'S STORES: Panel Wants Disclosure Objection Under Wraps
COLOR SPOT: Taps Epiq as Administrative Advisor
COLOR SPOT: Taps Epiq as Claims and Noticing Agent
COLOR SPOT: Taps Young Conaway as Legal Counsel
COLORADO LONESOME: DOJ Watchdog Wants Case Dismissed or Converted
CYN RESTAURANTS: Sixth Preliminary Cash Collateral Order Entered
DILLE FAMILY: Nowlan Family, Don Murphy Object to Plan Disclosures
ELEMENTS BEHAVIORAL: Committee Opposes Sale Process, Other Issues
ELEMENTS BEHAVIORAL: Sec. 341 Creditors' Meeting Set for June 27
ELEMENTS BEHAVIORAL: U.S. Trustee Forms 5-Member Committee
ENERGY GUARD: Taps Mark J. Lazzo as Legal Counsel
EZTOPELIZ LLC: Case Summary & 2 Unsecured Creditors
FIRESTAR DIAMOND: Court Orders Chapter 11 Trustee Appointment
FIRESTAR DIAMOND: DOJ Watchdog Directed to Appoint U.S. Trustee
FLYNN RESTAURANT: Moody's Assigns B3 CFR, Outlook Stable
FLYNN RESTAURANT: S&P Assigns B Corp. Credit Rating, Outlook Stable
FREEMAN GRADING: Auction Sale of 2004 John Deere Excavator OK'd
FUSION CUSTOM: $100K Sale of Freightliner Sport Chassis Truck OK'd
GHURKA BRANDS: Voluntary Chapter 11 Case Summary
GIBSON BRANDS: UST Opposes KPMG & Goodwin Procter Retentions
HCR MANORCARE: QCP Looking to Deal with Another Bidder
HFOTCO LLC: Moody's Rates Proposed $600M Term Loan 'Ba3'
HOUSE OF FLOORS: Taps Furr & Cohen as Legal Counsel
HRP II LLC: To Pay Real Estate Taxes $4K Each Month Until Aug. 2020
IL VALENTINO: Unsecured Creditors to Recoup 25% Over 2 Years
INDUSTRIAL STRENGTH: Taps Iurillo Law Group as Legal Counsel
INTEGRITY LOGISTICS: Taps Weinstein & St. Germain as Legal Counsel
IRONMAN MERGER: Moody's Assigns B1 CFR, Outlook Stable
JC PENNEY: Moody's Cuts CFR to B2, Outlook Stable
JEVIC HOLDING: G. Miller Named Trustee of Estate
JOSEPH HEATH: $469K Sale of Alexandria Property to Arbins Approved
KADMON HOLDINGS: Proposes Public Offering of Common Stock
KII LIQUIDATING: Court Confirms 2nd Amended Plan of Liquidation
LE GRAND NYC: Unsecured Creditors to Recoup 25% Over 2 Years
LEHMAN BROTHERS: Credit Suisse Agrees to Reduced $385M Claim
LEON GOORUM: $1.3M Sale of Atlanta Property to Browne Denied
LIVINGSTON INT'L: S&P Affirms B- Corp Credit Rating, Outlook Stable
LOCKWOOD HOLDINGS: $14M Sale of Aviation's Legacy 500 Approved
LOCKWOOD HOLDINGS: Wants to Close Embraer Aircraft Sale by July 6
MAC CHURCHILL: Proposes $6M Private Sale of All Assets
MARIE'S FAMILY: Unsecured Creditors to Get 10% Over 53 Months
MARKPOL DISTRIBUTORS: 7th Interim Cash Collateral Order Entered
MEADOWBROOK COAL: Case Summary & Largest Unsecured Creditors
METRO-GOLDWYN-MAYER INC: S&P Cuts CCR to 'BB-', Outlook Stable
METROPOLITAN DIAGNOSTIC: 7th Interim Cash Collateral Order Entered
MIAMI INTERNATIONAL: June 25 Auction of All Assets Set
MUELLER WATER: Moody's Rates New $425MM Unsec. Notes Due 2026 'Ba3'
MUELLER WATER: S&P Rates New $425MM Senior Unsecured Notes 'BB'
MURRAY ENERGY: S&P Lowers CCR to 'CC', On CreditWatch Negative
NATIONAL CINEMEDIA: S&P Rates New Secured Credit Facilities 'B+'
NEIGHBORHOOD BARRE: Taps David P. Lloyd as Legal Counsel
NEOVASC INC: Appoints Steve Rubin as Chairman of the Board
NEW MACH GEN: Proposes $20 Million of DIP Financing
NEXT LEVEL: Moody's Assigns B2 Corp. Family Rating
NINE WEST: Creditors Seek Probe on Debtors, Sycamore over 2014 LBO
NINE WEST: Marc Fisher & Signal Brands to Run Shoe, Bag Divisions
NISOURCE INC: Moody's Rates $350MM Series A Preferred Stock 'Ba1'
OLIVABEL LLC: PCF Does Not Consent to Cash Collateral Use
PEANUT CO: Taps Goering and Granatino P.A. as Accountant
PIKE COUNTY, KY: S&P Withdraws 'BB' GO Debt Rating
PLAYHUT INC: Taps Goe & Forsythe as General Bankruptcy Counsel
POINT.360: Wants Plan Acceptance Exclusivity Moved to Oct. 5
PRANA YOGA: Authorized to Continue Using Cash Collateral
PRINCETON ALTERNATIVE: Taps Steven W. Rhodes as Mediator
PURE AGROBUSINESS: $46,533 Retainer for Kutner Brinen Approved
PURPLE SHOVEL: Taps Norman and Bullington PA as Attorney
QUOTIENT LIMITED: May Issue Add'l 200,000 Shares Under 2014 Plan
RELATIVITY MEDIA: Committee Objects to DIP Loan Motion
RENATO'S GRILL: Taps Kelley & Fulton PL as General Counsel
RESOLUTE ENERGY: Completes $75 Million Notes Exhange Offer
REVOLUTION ALUMINUM: Unsecureds to Get 10% to 15% Under Plan
REX ENERGY: Hires Ordinary Course Professionals
RICHARDSON INVESTMENTS: Trustee Taps McLemore Auction as Auctioneer
RMH FRANCHISE: Hires Hilco Real Estate as Real Estate Advisor
RMH FRANCHISE: Hires Mastodon Ventures as Investment Banker
RMWM PARTNERS: Taps David P. Lloyd as Legal Counsel
ROCKPORT COMPANY: Committee Objects to Final OK of Bankr. Loan
SERVICIOS DE DESCUENTO: Unsecureds to Get $34K Under Modified Plan
SIX PACK ENERGY: Hires Kolesar & Leatham as Attorney
SIXTY SIXTY CONDO: Taps Barry S. Mittelberg as Legal Counsel
SM ENERGY: S&P Raises Senior Unsecured Debt Rating to 'BB-'
SOMNANG REALTY: $15K Sale of Orlando Property to Wilmington Okayed
SOUND INPATIENT: S&P Assigns B Corp. Credit Rating, Outlook Stable
SPANISH BROADCASTING: Stockholders Elected 6 Directors
STEWART DUDLEY: Magnify Trustee's Sale of Condo Unit 631 Approved
STICHTER & STICHTER: Files 2nd Disclosure Statement
SUMMIT FINANCIAL: 3rd Agreed Interim Cash Collateral Order Entered
TENNECO INC: S&P Lowers Corp. Credit Rating to 'BB', Outlook Stable
TERRA-GEN FINANCE: Moody's Cuts Sr. Sec. Credit Facilities to B2
TMX FINANCE: Moody's Hikes CFR & Sr. Secured Ratings to Caa1
TREEHOUSE FOODS: Moody's Puts Ba2 CFR under Review for Downgrade
TWO STREETS: Seeks Authority For Immediate Cash Collateral Use
TWO STREETS: Taps Hood & Bolen as Legal Counsel
VENCORE INC: Moody's Withdraws B3 CFR on Debt Repayment
WALKING COMPANY: Court Approves Chapter 11 Plan of Reorganization
WALKING COMPANY: Wins Confirmation of Chapter 11 Exit Plan
WAVEGUIDE CORPORATION: Case Summary & 6 Unsecured Creditors
WESTMORELAND COAL: Signs 7th Supplemental Indenture with U.S. Bank
WILLIAMSTON COMMUNITY: Moody's Affirms Ba1 Rating on GO Debt
WOODBRIDGE GROUP: Sale of 215 North's Carbondale Property Approved
WOOTON GROUP: $7.5M Sale of Fresno Property to Thomas Approved
WOOTON GROUP: $9.3M Sale of Stockton Property to Sovena Approved
WORD INTERNATIONAL: Files Addendum to Disclosure Statement
WW CONTRACTORS: Case Summary & 17 Unsecured Creditors
YS GARMENTS: S&P Assigns 'B' Corp. Credit Rating, Outlook Stable
[*] Beard Group 25th Annual Distressed Investing Conference Nov. 26
[^] Recent Small-Dollar & Individual Chapter 11 Filings
*********
47 HOPS: Committee Seeks Appointment of Chapter 11 Trustee
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The Official Committee of Unsecured Creditors, Stone Brewing Co.,
and Wyckoff Farms, Inc., jointly filed a motion asking the U.S.
Bankruptcy Court for the Eastern District of Washington to direct
the U.S. Trustee to appoint a Chapter 11 trustee in the Chapter 11
case of 47 Hops, LLC.
The Committee asserts that cause exists under Section 1104(a)(1) of
the Bankruptcy Code to appoint a chapter 11 trustee. The record is
replete with evidence of at least incompetence. Among other
things, current management has:
* Admittedly failed to maintain (or review) financial reporting
prior to July 2015;
* Admitted to borrowing at least $3.4 million from the Debtor
without repaying a cent;
* Overpaid warehouse rent to an insider by approximately
$60,000;
* Received at least $500,000 but not on account of salary or
other owner draws;
* Admitted to paying aid $150,000 to an insider on account of an
undocumented loan and seeks to "repay" double that amount;
* Failed to account for approximately $1.5 million in
construction costs;
* Has been unable to explain why numerous intercompany transfers
were necessary or beneficial;
* Has been involved in real estate transactions in which the
MacKinnons purchased real property only to sell same immediately to
a family member; and
* Admittedly settled a revocable trust in 2017 composed of their
personal assets and for which they are the named beneficiaries,
presumably hoping their assets would be out of reach and
unavailable for repayment of the amounts they owe the Debtor.
These, the Committee said, are examples of the MacKinnons'
incompetence or gross mismanagement of the Debtor. These examples
provide ample support for breach of fiduciary duty claims under
Washington law, and accordingly, should provide factual grounds
for cause under Section 1104(a)(1) of the Bankruptcy Code.
If management fails to hold company assets in trust for the
company, irrespective of the reason, then management has committed
dishonesty, fraud, incompetence, or gross mismanagement, and
accordingly, cannot be trusted to lead the company out of chapter
11, the Committee asserted. Similarly, if management engages in
grossly negligent or reckless conduct -- for example, by failing to
maintain reliable and consistent financial reporting -- then
management cannot be allowed to continue in its position of
authority, the Committee further asserted.
John R. Rizzardi, Esq., at Cairncross & Hempelmann, P.S., in
Seattle, Washington, represents the Committee.
Attorney for Wyckoff Farms:
Armand J. Kornfeld, Esq.
Bush Kornfeld LLP
601 Union Street, Suite 5000
Seattle, WA 98101-2373
Tel: (206) 292-2110
Email: jkornfeld@bskd.com
Attorney for Stone Brewing:
Roger W. Bailey, Esq.
Bailey & Busey PLLC
411 North 2nd Street
Yakima, WA 98901
Tel: (209) 248-4282
About 47 Hops LLC
Based in Yakima, Washington, 47 Hops LLC -- https://47hops.com/ --
sells aroma and alpha hops to breweries in 38 countries around the
world.
47 Hops LLC sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. E.D. Wash. Case No. 17-02440) on Aug. 11, 2017. In
the petition signed by Douglas MacKinnon, its president, the Debtor
disclosed $4.3 million in assets and $7.45 million in liabilities.
Judge Frank L. Kurtz presides over the case.
Catherine J Reny, Esq., and Nathan T. Riordan, Esq., at Wenokur
Riordan PLLC, serve as the Debtor's bankruptcy counsel.
The official committee of unsecured creditors tapped Cairncross &
Hempelmann, P.S., as counsel.
Marcia A. Frey, the examiner of 47 Hops LLC, hired Hillis Clark
Martin & Peterson P.S., as counsel.
ANTHONY THORNTON: Sale of Stamps Road/Plum Springs Properties OK'd
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Judge Joan A. Lloyd of the U.S. Bankruptcy Court for the Western
District of Kentucky authorized Anthony W. Thornton and Elizabeth
C. Thornton to sell at auction (i) the parcel of real property
identified on line 1.1 of the Debtors' Schedule A/B filed Feb. 16,
2018 ("Stamps Road Property"); and (ii) the parcel of real property
identified on line 1.2 of the Debtors' Schedule A/B filed Feb. 16,
2018 ("Plum Springs Property").
The Debtors are authorized to sell both the Stamps Road Property
and the Plum Springs Property at auctions conducted by Tarter
Realty Co. after marketing which is reasonable under the
circumstances, in the business judgment of the Debtors and Tarter.
The Buyer(s) of the Stamps Road Property and the Plum Springs
Property will take title free and clear of all liens, claims, and
encumbrances other than preexisting easements, restrictions, and
covenants, which will remain binding and in full force and effect
to the same extent they were prior to the contemplated sale.
Tarter is authorized to disburse the proceeds of each sale as
follows: (i) first, to satisfy any costs of sale, if any, assessed
against the Debtors by agreement with the Buyer; (ii) second, to
Tarter for any commission authorized by the Court; and (iii) third,
to the Internal Revenue Service.
Anthony W Thornton and Elizabeth C Thornton sought Chapter 11
protection (Bankr. W.D. Ky. Case No. 16-10090) on Feb. 5, 2016.
ANTHONY THORNTON: Sale of Two Russellville Parcels at Auction OK'd
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Judge Joan A. Lloyd of the U.S. Bankruptcy Court for the Western
District of Kentucky authorized Anthony W. Thornton and Elizabeth
C. Thornton to sell at auction the parcels of real property
identified on lines 1.5 and 1.6 of the Debtors' Schedule A/B filed
Feb. 16, 2018 and assigned parcel numbers 152-00-00-013-02 and
152-00-00-013-03.
The Debtors are authorized to sell both the Property at auction
conducted by Tarter Realty Co. after marketing which is reasonable
under the circumstances, in the business judgment of the Debtors
and Tarter.
The Buyer of the Property will take title free and clear of all
liens, claims, and encumbrances other than preexisting easements,
restrictions, and covenants, which will remain binding and in full
force and effect to the same extent they were prior to the
contemplated sale.
Tarter is authorized to disburse the proceeds of each sale as
follows: (i) first, to satisfy any costs of sale assessed against
the Debtors by agreement with the Buyer; (ii) second, to Tarter for
any commission authorized by the Court; (iii) third, to Logan
County, Kentucky, for any and all outstanding property taxes
associated with the Property, whether accrued and/or payable before
or after the Petition Date; and (iv) fourth, to the Debtors, to be
deposited in their DIP bank account and utilized according to their
fiduciary duties as DIPs.
Anthony W. Thornton and Elizabeth C. Thornton sought Chapter 11
protection (Bankr. W.D. Ky. Case No. 16-10090) on Feb. 5, 2016.
ANTHONY THORNTON: Selling Stamps Road and Plum Springs Properties
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Anthony W. Thornton and Elizabeth C. Thornton ask the U.S.
Bankruptcy Court for the Western District of Kentucky to authorize
them to sell at auction (i) the parcel of real property identified
on line 1.1 of the Debtors' Schedule A/B filed Feb. 16, 2018
("Stamps Road Property"); and (ii) the parcel of real property
identified on line 1.2 of the Debtors' Schedule A/B filed Feb. 16,
2018 ("Plum Springs Property").
On July 12, 2007, by the deed attached as Exhibit A to the Motion,
the Debtors acquired a fee simple interest in the Stamps Road
Property, which they have retained to the day.
The Debtors believe the Stamps Road Property to be worth
approximately $64,500. The Stamps Road Property is not encumbered
by any mortgage, but is fully encumbered by involuntary liens in
favor of the Internal Revenue Service.
On Sept. 6, 1994, by the deed attached as Exhibit B to the Motion,
the Debtors acquired a fee simple interest in the Plum Springs
Property, which they have retained to this day. The Debtors
believe the Plum Springs Property to be worth approximately
$175,000. The Plum Springs Property is not encumbered by any
mortgage, but is fully encumbered by involuntary liens in favor of
the IRS.
As set forth in the Proof of Claim filed by the IRS, prior to the
Petition Date, the IRS recorded with the Warren County Clerk a
series of liens which encumber the Debtors' real property in Warren
County, Kentucky, including the Stamps Road Property and the Plum
Springs Property; to-wit:
a. On June 19, 2009, the IRS recorded notices of tax liens
which secure the Debtors' liability to the IRS for the second
quarter of 2004 and the first quarter of 2008. The June 2009 Liens
secure liabilities that totaled $384,674 on the Petition Date.
b. On Sept. 28, 2009, the IRS recorded notices of tax liens
which secure the Debtors' liability to the IRS for the first
quarter of 2009. The September 2009 Liens secure liabilities that
totaled $285,498 on the Petition Date.
c. On Aug. 26, 2014, the IRS recorded notices of tax liens
which secure the Debtors' liability to the IRS for the third and
fourth quarters of 2002, the first, second, and third quarters of
2003, and which further secure the Debtors liability for 2008 and
2009. The August 2014 liens secure liabilities -- apart from those
liabilities secured by the June 2009 Liens and September 2009 Liens
-- that totaled $53,941 on the Petition Date.
In addition to the tax liens recorded by the IRS, the Commonwealth
of Kentucky has recorded two tax liens in Warren County; to-wit:
a. On Aug. 13, 2009, the Commonwealth recorded a notice of tax
lien against Anthony W. Thornton which secures unspecified
liabilities.
b. On Oct. 5, 2015, the Commonwealth recorded a notice of tax
lien against Elizabeth Cox Thornton which secures unspecified
liabilities.
Despite the described liens recorded by the Commonwealth, the
Commonwealth has not asserted a security interest in any property
owned by the Debtors, including the Stamps Road Property and the
Plum Springs Property.
In addition to the described tax liens, the Stamps Road Property
and the Plum Springs Property were, on the Petition Date,
encumbered by a judgment lien in favor of W.M. Capital Partners.
By its order of April 5, 2018, the Court approved a comprehensive
settlement between the debtors and the estate on the one hand, and
WM on the other, which provided that, inter alia, WM would take all
action necessary to withdraw all notices of judgment liens in
Warren County, Kentucky.
The Stamps Road Property and the Plum Springs Property are subject
to certain easements, restrictions, covenants, and conditions,
which are of record with the Warren County Clerk. The Debtors now
wish to sell the Property for the benefit of the estate.
The Court has theretofore approved, as auctioneer of the estate,
David Tarter, of Tarter Realty Co., 405 U.S. 31-W Bypass, Bowling
Green, KY 42101, david.tarter@att.net. Interested parties may
obtain information about the date, time, and place of the sale, as
well as the bid procedures to be utilized, from Tarter.
A copy of the two auction sale contracts, and Exhibits A and B
attached to the Motion is available for free at:
http://bankrupt.com/misc/Anthony_Thornton_230_Sales.pdf
The Debtors propose the Stamps Road Property and the Plum Springs
Property free and clear of all liens, claims, and encumbrances
other than the Easements and Covenants. They ask the Court to
authorize Tarter to disburse the proceeds of the sale as follows:
(i) first, to satisfy any costs of sale, if any, assessed against
the Debtors by agreement with the buyer; (ii) second, to Tarter
Realty Co. for any commission authorized by the Court; and (iii)
third, to the IRS, in partial satisfaction of its claim.
Counsel for the Debtors:
David M. Cantor, Esq.
William P. Harbison, Esq.
SEILLER WATERMAN LLC
Meidinger Tower – 22nd Floor
462 S. Fourth Street
Louisville, KY 40202
Telephone: (502) 584-7400
Facsimile: (502) 583-2100
E-mail: cantor@derbycitylaw.com
harbison@derbycitylaw.com
Anthony W Thornton and Elizabeth C. Thornton sought Chapter 11
protection (Bankr. W.D. Ky. Case No. 16-10090) on Feb. 5, 2016.
ANTHONY THORNTON: Selling Two Russellville Parcels at Auction
-------------------------------------------------------------
Anthony W. Thornton and Elizabeth C. Thornton ask the U.S.
Bankruptcy Court for the Western District of Kentucky to authorize
them to sell at auction the parcels of real property identified on
lines 1.5 and 1.6 of the Debtors' Schedule A/B filed Feb. 16, 2018
and assigned parcel numbers 152-00-00-013-02 and 152-00-00-013-03.
The two parcels consist of approximately 7.98 acres in
Russellville, Logan County, Kentucky.
On July 12, 2007, by the deed, the Debtors acquired a fee simple
interest in the Property, consisting of two tracts, Tract 1 and
Tract 3, which they have retained to this day. The Debtors believe
the Tract 1 property to be worth approximately $31,000 and the
Tract 3 property to be worth approximately $69,000.
On the Petition Date, the Property was encumbered by a mortgage in
favor of First Southern National Bank, which, along with other
collateral, secured several obligations of the Debtors to the Bank.
After the Petition Date, the Bank obtained relief from the
automatic stay authorizing it to sell the Property and certain
other of its collateral. Thereafter, the Bank sold certain of the
Debtors' other real property, and was paid in full from the
proceeds thereof. Accordingly, on Nov. 9, 2017, the Bank released
its mortgage on the Property by a filing with the Logan County
Clerk.
In addition to the mortgage securing the Loan, the Property was, on
the Petition Date, encumbered by a judgment lien in favor of W.M.
Capital Partners. By its order of April 5, 2018, the Court
approved a comprehensive settlement between the debtors and the
estate on the one hand, and WM on the other, which provided that,
inter alia, WM would take all action necessary to withdraw all
notices of judgment liens in Logan County, Kentucky.
Both parcels are subject to accrued 2018 property taxes which are
not yet due and payable. Also, the Property is subject to certain
easements, restrictions, covenants, and conditions, which are of
record with the Logan County Clerk. Notably, the Property is not
encumbered by a lien in favor of the Internal Revenue Service,
which does have liens against other property of the estate.
The Debtors now wish to sell the Property for the benefit of the
estate. The Court has theretofore approved, as auctioneer of the
estate, David Tarter, of Tarter Realty Company, 405 U.S. 31-W
Bypass, Bowling Green, KY 42101, david.tarter@att.net. Interested
parties may obtain information about the date, time, and place of
the sale, as well as the bid procedures to be utilized, from
Tarter.
The Debtors propose to sell the Property free and clear of all
liens, claims, and encumbrances other than the Easements and
Covenants. They ask the Court to authorize Tarter to disburse the
proceeds of the sale as follows: (i) first, to satisfy any costs of
sale assessed against the Debtors by agreement with the buyer; (ii)
second, to Tarter for any commission authorized by the Court; (iii)
third, to Logan County, Kentucky, for any and all outstanding
property taxes associated with the Property, whether accrued and/or
payable before or after the Petition Date; and (iv) fourth, to the
Debtors, to be deposited in their DIP bank account and utilized
according to their fiduciary duties as DIPs.
A copy of the Deed attached to the Motion is available for free
at:
http://bankrupt.com/misc/Anthony_Thornton_232_Sales.pdf
Anthony W Thornton and Elizabeth C Thornton sought Chapter 11
protection (Bankr. W.D. Ky. Case No. 16-10090) on Feb. 5, 2016.
AVAYA HOLDINGS: S&P Assigns 'B' Corp. Credit Rating; Outlook Stable
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S&P Global Ratings assigned its 'B' corporate credit rating to
Santa Clara, Calif.-based Avaya Holdings Corp. The outlook is
stable.
The 'B' issue-level rating and '3' recovery rating are unchanged on
Avaya Inc.'s repriced $2.918 billion first-lien term loan due 2024.
The '3' recovery rating continues to indicate our expectation of
meaningful (50% to 70%; rounded estimate 50%) recovery in the event
of a default.
S&P said, "We also assigned our 'CCC+' issue-level rating and '6'
recovery rating to Avaya Holdings Corp.'s proposed $300 million
senior unsecured convertible notes (potential for $50 million
greenshoe). The '6' recovery rating indicates our expectation of
negligible (0% to 10%; rounded estimate 0%) recovery in the event
of a default."
Although the proposed issuance of the convertible notes will
increase gross debt by $300 million (potential for $50 million
greenshoe), S&P Global Ratings' expects adjusted leverage to remain
below the 7x area over the next 12 months, the current downside
scenario. Despite expected revenue declines, the company has shown
an ability to continually adapt and restructure its cost base,
allowing it to maintain relatively consistent adjusted EBITDA
margins in the low-20% area since fiscal year 2015, which S&P
expects will continue at around this level in 2018 and 2019.
S&P said, "The stable outlook reflects our view that Avaya will
service its reduced debt burden and generate FOCF despite ongoing
significant declines in the company's UC business. Over the next 12
months, we expect a modest increase in leverage to the low- to
mid-6x area as continued declines in revenue offset tight expense
management and moderation of restructuring and adviser fees.
"Over the next 12 months, we could lower the rating if leverage
stays above 7x or if FOCF to debt remains below 3%. This would
likely result from steeper-than-expected declines in the UC
business, larger-than-expected restructuring costs, or more
aggressive financial policy regarding shareholder returns or
acquisitions.
"While unlikely over the next 12 months, we could raise the rating
if Avaya can reverse the declines in its operating performance and
can grow revenues and EBITDA while sustaining leverage below 5x."
BALLENGER CONSTRUCTION: Trustee's $200K Sale of Property Okayed
---------------------------------------------------------------
Judge David R. Jones of the U.S. Bankruptcy Court for the Southern
District of Texas authorized Michael B. Schmidt, the Liquidating
Trustee of Ballenger Construction Co., to sell the Trust's interest
in the real property described in Cameron County, Texas as 10.362
ac tract, NE Corner of US Hwy 281 & FM 509, Los Indios, Texas, to
Brenta, LLC for the total sum of $200,000.
The sale is free and clear of any and all liens, claims interest in
such interest, but that any liens, claims and interests shall
attach to the proceeds received by the Trustee for such sale, to
the extent same are valid. The sale is made and accepted "as is,
where is" and with all faults, and without representations of any
kind.
The sale is free and clear of any and all liens, claims and
interest in such Property, including, but not limited to the lien,
claim or interest (if any) of: Frost National Bank, any state or
federal taxing district or agency; and any other party of record;
that any liens, claims and interests will attach to the proceeds
received by the Trustee for such sale to the extent same are
valid.
The Trustee will pay the filing fee for the Motion of $176.
The Trustee, at his discretion, upon his review and verification of
all valid liens is authorized to pay all such liens, specifically
including payment to Frost National Bank at closing and funding as
directed, as well as broker fees and other closing costs, including
attorney documentation fees, from the proceeds of the sale or have
such liens and fees (or any portion thereof) withheld and paid by
the title company at closing. The title company closing the sale
will follow and comply with the Trustee's written instructions to
them on the amounts of and to whom distributions of the proceeds of
the authorized sale will be made.
The Property is released from all liens, claims and interest
(including, but not limited to those set forth on the Schedule C
attached thereto) and attach to the sales proceeds (to the extent
they are valid) upon closing and funding of this approved sale.
Provided, however, the ad valorem tax liens for the 2018 tax year
are expressly retained in the Property until the payment by the
Buyer of the 2018 ad valorem taxes.
The Trustee is authorized to take such further and other actions,
including the execution of further documents, as may be necessary
to transfer to the Buyer the Trust's interest in the Property, and
to fully accomplish the purposes of the Order.
The Stay provided under FRBP 6004(h) is waived. The Trustee and
the estate retain all rights under 506 (c) of the Code.
About Ballenger Construction
Ballenger Construction Co., filed for Chapter 11 bankruptcy
protection (Bankr. S.D. Tex. 12-20645) on Dec. 7, 2012, in Corpus
Christi, listing under $50,000 in assets and $10 million to $50
million in liabilities. Judge Richard S. Schmidt oversees the
case. The Debtor is represented by Roderick Glen Ayers, Jr., Esq.,
at Langley Banack Inc., as counsel. The petition was signed by Joe
C. Ballenger Jr./Joe C. Ballinger Sr., president/CEO.tr
Michael B. Schmidt is appointed as the Liquidating Trustee of the
Debtor.
BERNARD L. MADOFF: SIPA Trustee Seeks Approval of Ascot Agreement
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Irving H. Picard, Securities Investor Protection Act (SIPA) Trustee
for the liquidation of Bernard L. Madoff Investment Securities LLC
(BLMIS), filed a motion on June 13, 2018, in the United States
Bankruptcy Court for the Southern District of New York, seeking
approval of a recovery agreement with Ascot Partners, L.P. ("Ascot
Partners"), Ascot Fund Limited ("Ascot Fund"), J. Ezra Merkin
("Merkin"), and Gabriel Capital Corporation ("GCC"). An approval
hearing for the agreement has been set for July 10, 2018 at 2 p.m.
Ascot Partners was a BLMIS feeder fund run by J. Ezra Merkin and
his management company, GCC. Through this settlement, the SIPA
Trustee will recover $280 million for the BLMIS Customer Fund,
representing 100 percent of the transfers Ascot Partners received
from BLMIS in the two years preceding the commencement of BLMIS's
SIPA proceeding.
The SIPA Trustee will allow the net equity claim of Ascot Partners
upon receipt of the $280 million payment. Ascot Partners will
receive a pro rata share of the catch-up distribution that will be
paid to investors of Ascot Partners.
The settlement with the Ascot Partners feeder fund is structured to
ensure that all the benefits go to its investors -- individuals or
entities that were not "direct" clients of Madoff but invested
"indirectly" with BLMIS through Ascot Partners. All distributions
made by the SIPA Trustee to Ascot Partners will be paid to the
investors of Ascot Partners, except that no payments shall be made
to Merkin, his family, GCC, or any other person, entity, or trust
controlled by or for the benefit of Merkin or his family.
"This agreement embodies two goals of the SIPA Trustee: It first
provides an immediate, substantial benefit to the BLMIS customer
estate through the recovery of $280,000,000. And second, it
provides a significant distribution to Ascot Partners and the right
to fully participate in future distributions, which benefits the
indirect investors," said BakerHostetler partner Lan Hoang.
"Once again, the SIPA Trustee and his team have crafted an
agreement that benefits Madoff's real victims and expedites
compensation to indirect investors in BLMIS," said Stephen P.
Harbeck, President and Chief Executive Officer of the Securities
Investor Protection Corporation. "The agreement is another
significant win for all victims of Bernard Madoff's Ponzi scheme,
but in particular, the indirect investors in Madoff feeder funds.
All funds collected go directly to victims. SIPC pays all expenses
related to the Madoff Recovery Initiative."
The SIPA Trustee has recovered approximately $12.98 billion to
date, representing approximately 74 percent of the estimated $17.5
billion in principal lost in the Ponzi scheme by BLMIS customers
who filed claims. The SIPA Trustee has distributed approximately
$11.59 billion to BLMIS customers with allowed claims, which
includes a total of $10.75 billion in distributions from the
Customer Fund and approximately $844.92 million in funds committed
to be advanced by SIPC.
The SIPA Trustee's motion can be found on the United States
Bankruptcy Court's website at http://www.nysb.uscourts.gov/;Bankr.
S.D.N.Y., No. 08-01789 (SMB) / Adv. Pro. No. 09-01364 (SMB). The
motion -- as well as further information on recoveries to date,
other legal proceedings, further settlements, and general
information -- can also be found on the SIPA Trustee's website:
www.madofftrustee.com.
Messrs. Harbeck and Picard, and David J. Sheehan, Chief Counsel to
the SIPA Trustee, would like to thank the Securities Investor
Protection Corporation's Josephine Wang, Kevin H. Bell, and
Nathanael Kelley, as well as BakerHostetler attorneys Lan Hoang,
Brian W. Song, Seanna R. Brown, Carrie Longstaff, Ganesh Krishna,
Robyn Feldstein, Joshua B. Rog, Stephanie Ackerman, and Bari
Nadworny, who assisted with the work on this matter and
settlement.
About Bernard L. Madoff
Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion. On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of New
York granted the application of the Securities Investor Protection
Corporation for a decree adjudicating that the customers of BLMIS
are in need of the protection afforded by the Securities Investor
Protection Act of 1970. The District Court's Protective Order (i)
appointed Irving H. Picard, Esq., as trustee for the liquidation of
BLMIS, (ii) appointed Baker & Hostetler LLP as his counsel, and
(iii) removed the SIPA Liquidation proceeding to the Bankruptcy
Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.). Mr.
Picard has retained AlixPartners LLP as claims agent.
On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893). The petitioning creditors -- Blumenthal &
Associates Florida General Partnership, Martin Rappaport Charitable
Remainder Unitrust, Martin Rappaport, Marc Cherno, and Steven
Morganstern -- assert US$64 million in claims against Mr. Madoff
based on the balances contained in the last statements they got
from BLMIS.
On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751). The Chapter 15 case was later
transferred to Manhattan. In June 2009, Judge Lifland approved the
consolidation of the Madoff SIPA proceedings and the bankruptcy
case.
Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to 150
years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.).
From recoveries in lawsuits coupled with money advanced by SIPC,
Mr. Picard has commenced distributions to victims. As of Nov. 30,
2017, the SIPA Trustee has recovered, from pre-litigation and other
settlements, nearly $12.789 billion -- more than 73% of the
currently estimated principal amount lost in the Ponzi scheme by
those who filed claims. Following the ninth distribution of $584.5
million in February 2018, the aggregate amount distributed to
customers will total nearly $9.725 billion, with 1,386 BLMIS
accounts fully satisfied. This ninth pro rata interim
distribution, when combined with the prior eight distributions,
will equal 63.683 percent of each customer's allowed claim amount,
unless that claim has been fully satisfied.
CAMPBELLTON-GRACEVILLE: Inks Settlement with LifeBrite, Reliance
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Campbellton-Graceville Hospital Corporation amended the disclosure
statement explaining its Chapter 11 plan of liquidation to disclose
a settlement it entered into with LifeBrite Laboratories, LLC, the
Official Committee of Unsecured Creditors, and Reliance Laboratory
Testing, Inc.
On Jan. 30, 2018, LifeBrite filed a Motion to Dismiss the Debtor's
Chapter 11 Case. LifeBrite had a disputed claim and was the
subject of a demand letter issued by the Debtor seeking the
recovery of in excess of $21 Million. LifeBrite asserted that the
Debtor was ineligible for Chapter 11 relief and thus the Debtor's
case should be dismissed. Reliance joined the Motion to Dismiss.
Reliance was not a creditor of the estate and was the recipient of
a demand letter from the Debtor seeking the recovery of in excess
of $67 Million in alleged fraudulent transfers. The Debtor
strongly opposed the Motion to Dismiss and asserted, inter alia,
that is was clearly eligible to be a Chapter 11 debtor.
Ultimately, the parties agreed to mediate the issues between them.
Mediations were conducted on March 21-23. The Mediations were
successful and resulted in the separate settlement agreements which
resolved of all issues by and between the Debtor, the Committee,
LifeBrite and Reliance.
The Plan proposes to seek approval of these settlements pursuant to
Rule 9019 as part of the confirmation process.
In Summary, the Initial Settlements provide for the following:
a. LifeBrite will pay the Estate $2.5 Million;
b. Reliance will pay the Estate $5 Million;
c. The settlement provides for mutual releases and the Debtor
and the Committee will obtain the entry of a "bar order" barring
third party claims against Reliance and LifeBrite; and
d. Reliance and LifeBrite will provide certain documents and
information to the Debtor and the Committee.
The Debtor asserts that the Reliance Settlement and the LifeBrite
Settlement are critical components of the Plan as they provide
funding and resolve significant litigation issues without further
expense and each meets the criteria set forth by the courts for
approving settlements and compromises. After extensive discussions
and mediated negotiations by a skilled bankruptcy mediator, the
Debtor and the Committee submit that the settlements are in the
best interest of the estate and ask that the Plan and Confirmation
order approve the settlements, including the "bar order."
A full-text copy of the Amended Disclosure Statement is available
at:
http://bankrupt.com/misc/flnb17-40185-601.pdf
About Campbellton-Graceville Hospital
Campbellton-Graceville Hospital Corporation is a non-profit
corporation established pursuant to the laws of the State of
Florida in 1961 and operates as a not-for-profit 25-bed critical
access hospital serving northern Florida, as well as surrounding
areas in Georgia and Alabama, and had approximately 100 employees.
It offered comprehensive medical care, including emergency
services, general hospitalization, laboratory services, swing bed
and physical therapy.
Campbellton-Graceville Hospital filed a Chapter 11 bankruptcy
petition (Bankr. N.D. Fla. Case No. 17-40185) on April 17, 2017.
In its petition, the Debtor estimated $1 million to $10 million in
assets and $1 million to $10 million to $50 million in liabilities.
The petition was signed by Marwill Glade of GlassRatner Advisory &
Capital Group, LLC, to Debtor's chief restructuring officer.
The Hon. Karen K. Specie presides over the case.
Berger Singerman LLP is the Debtor's bankruptcy counsel.
Blankenship Jordan PA is the special counsel. GlassRatner Advisory
& Capital Group, LLC, is the Debtors' restructuring advisors.
On June 8, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The committee hired
Broad and Cassel LLP as counsel, and Wayne Black and Associates,
Inc., as investigative assistant.
Judge Karen K. Specie in June 2017 entered an order finding that
the appointment of a patient care ombudsman for the Debtor is not
necessary.
CENTURY ALUMINUM: Moody's Affirms B2 CFR, Outlook Negative
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Moody's Investors Service affirmed Century Aluminum Company's B2
Corporate Family Rating (CFR), B2-PD Probability of Default Rating,
B3 rating on the $250 million senior secured notes due in 2021, and
SGL-3 Speculative Grade Liquidity rating. The outlook is negative.
Outlook Actions:
Issuer: Century Aluminum Company
Outlook, Remains Negative
Affirmations:
Issuer: Century Aluminum Company
Corporate Family Rating, Affirmed B2
Probability of Default Rating, Affirmed B2-PD
Speculative Grade Liquidity Rating, Affirmed SGL-3
Senior Secured Regular Bond/Debenture, Affirmed B3 (LGD5)
RATINGS RATIONALE
The B2 Corporate Family Rating (CFR) considers Century's exposure
to the significant increase in alumina costs over the last several
months. This, together with the current uncertainty in the aluminum
market, is expected to constrict Century's earnings over the next
several months despite other favorable drivers in the industry.
However, the CFR acknowledges the strengthening operating profile
resulting from the improved aluminum pricing environment on good
demand, the curtailment of smelting operations in China over the
winter months due to environmental concerns, and the tariffs (10%)
from the Section 232 findings in the US, all of which have provided
up lift to the aluminum price and Mid West premiums.
Aluminum prices spiked in April to around $2,600/MT largely
reflecting US sanctions against Rusal (unrated) but the deadline to
remedy the situation and avoid sanctions has been extended. While
prices have retreated to around $2,300/MT currently, the degree of
sustainability at this level remains uncertain in light of
continued global excess capacity and a lesser reduction in Chinese
production than anticipated.
The rating incorporates Century's relatively small size, higher
cost position due to its exposure to movement in energy prices, and
exposure to aluminum market fundamentals, which are expected to
remain volatile over the next number of months. The rating also
recognizes the company's intention to restart potlines at its
Hawesville smelter and the time and investment this will take in an
uncertain aluminum market.
The negative outlook reflects headwinds from higher raw material
costs particularly higher alumina prices due to Norsk Hydro ASA's
(Baa2 stable) curtailment of 50% of production from its Alunorte,
Brazilian alumina facility following heavy rains and environmental
concerns. This together with increased aluminum production has led
to a significant increase in alumina prices, which spiked to highs
of around $700/MT in April. While alumina prices have retreated to
around $460/MT they remain high and will contribute to increased
production costs for Century ( it takes roughly 2MT of alumina to
produce 1MT of aluminum). "As Century is not self-sufficient in
alumina, purchasing its requirements from the Gramercy Alumina
Refinery owned by Noranda (not rated), and from Glencore PLC (Baa2
positive) and has no third party sales, the increased costs will
have a significant impact on Century's margins, earnings and cash
flow until the market stabilizes" said Carol Cowan, Senior Vice
President and lead analyst for Century.
Century's SGL-3 speculative grade liquidity rating considers the
company's adequate liquidity supported by cash balances of $130.8
million at March 31, 2018 and availability of $110.9 (after
consideration of letters of credit) million under its $150 million
asset based credit facility (ABL) maturing in June 2020. In May
2018 the company amended its ABL, increasing the size to $175
million and extending the maturity to May 2023. Liquidity is also
supported by an up to $50 million revolving credit facility to its
Iceland subsidiary, Nordural Grundartangi ehf, which expires in
November 2020.
The B3 rating on the senior secured notes reflects their weaker
position in the capital structure behind the company's $150 million
ABL (unrated). The secured notes benefit from a second priority
lien on all domestic assets, stock of domestic subsidiaries, and
65% of stock of foreign subsidiaries. Because the company does not
currently have domestic first lien funded debt other than the ABL,
the secured notes effectively have a first lien claim on the
domestic assets not pledged to the ABL.
The ratings are unlikely to be upgraded over the medium term given
the company's business profile and the potential for wide
performance swings. However, upward pressure could arise should the
company demonstrate a sustainable EBIT margin of 8%, EBIT/interest
is sustained above 3.5x, leverage, as measured by the debt/EBITDA
ratio is sustained below 4x and the company is able to minimize
negative cash flows in a down market. Stabilization in the alumina
market could lead to a stabilization of the outlook.
The rating could be downgraded should EBIT margin decline to below
5%, EBIT/interest at less than 2x and leverage, as measured by the
debt/EBITDA ratio is not sustainable below 5x.
The principal methodology used in these ratings was Steel Industry
published in September 2017.
Headquartered in Chicago, Illinois, Century is a primary aluminum
producer in North America and Iceland with ownership interests in
four aluminum production facilities. The company also produces
carbon anodes at its Century Vlissingen facility in the Netherlands
and hold a 40% interest in Baise Haohai Carbon Co., Ltd. (BHH), a
carbon anode, cathode and graphitized products producer in China.
Revenues for the twelve months ended March 31, 2018 were $1.7
billion. Glencore plc and its affiliates own 42.9% of Century's
outstanding common stock.
CJ MICHEL INDUSTRIAL: Seeks June 30 Cash Collateral Use Extension
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CJ Michel Industrial Services, LLC, asks the U.S. Bankruptcy Court
for the Eastern District of Kentucky for authority to use cash
collateral as set forth on the budget on an extended basis through
June 30, 2018.
The Debtor requires extended use of cash collateral through June 30
to continue its operations. The Debtor proposes to provide Cash
Collateral Creditor with same adequate protection as provided in
previous orders. Without continued use of cash collateral, the
Debtor will be irreparably harmed as cash is essential to continue
business operations and pay employees.
A full-text copy of the Debtor's Motion is available at
http://bankrupt.com/misc/kyeb17-51611-186.pdf
About CJ Michel Industrial Services
CJ Michel Industrial Services, LLC, has provided staffing and
contracting services for customers in the construction and
industrial sector for over 20 years. Services are not limited to
the electrical trade but include OSHA certified, trade licensed and
fully-insured low-E, data/communications service technicians,
pipefitters, welders, iron workers, riggers, millwrights, concrete
tradesmen, and general tradesmen.
CJ Michel Industrial Services began to experience cash flow issues
after it borrowed money from nontraditional lending sources which
were primarily merchant cash advance lenders. It has been unable
to reach out-of-court workout agreements with these lenders and
seeks a "breathing spell" to reorganize its business under Chapter
11 of the Bankruptcy Code in order to restructure its debts,
reorganize as a going concern, and maximize value for the benefit
of the creditors of its estate.
CJ Michel Industrial Services, based in Lancaster, Kentucky, filed
a Chapter 11 petition (Bankr. E.D. Ky. Case No. 17-51611) on Aug.
10, 2017. In the petition signed by Clarence J. Michel, Jr.,
member, the Debtor estimated $0 to $50,000 in assets and $1 million
to $10 million in liabilities.
The Hon. Gregory R. Schaaf presides over the case.
Jamie L. Harris, Esq., at DelCotto Law Group PLLC, serves as
bankruptcy counsel to the Debtor.
No trustee or examiner has been appointed in the Chapter 11 case,
and no creditors' committee or other official committee has been
appointed.
CLAIRE'S STORES: Committee Objects to Disclosure Statement
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The Official Committee of Unsecured Creditors of Claire's Stores,
Inc., et al. objects to the approval of the disclosure statement
accompanying the Chapter 11 plan of filed by the Debtors.
The Committee complains that the Plan delivers all of the Debtors'
considerable enterprise value to its controlling shareholder,
Apollo Global Management, LLC, and the holders of the First Lien
Debt Secured Claims. The Plan is unconfirmable and making any
efforts to solicit the votes for or seek confirmation of the plan a
waste of time, the Committee says. The Disclosure Statement
intentionally does not offer creditors a complete picture of the
Debtors' proposed restructuring and the challenges and risks
associated therewith, the Committee adds.
"Unlike the Debtors' senior lenders and private equity sponsor, who
are poised to recover more than the value of their claims, the
Debtors' junior creditors are left to share in a pro rata recovery
from a vaguely defined but undoubtedly minimal 'Unsecured Recovery
Cash Pool' that provides them with far less than their fair share.
The Committee is prepared to submit compelling evidence that the
Debtors' businesses are far more valuable than the Debtors conclude
and, therefore, that the Plan violates the absolute priority rule.
In light of this unfair allocation of value, both the Committee and
Oaktree oppose the Plan, and without their support, Class 8 will
not vote in favor of the Plan, rendering the Plan unconfirmable and
making any efforts to solicit votes for or seek confirmation of the
Plan a waste of time," the Committee adds.
To the extent the Court is inclined to sanction the Debtors'
ill-fated pursuit of confirmation of a Plan that has zero chance of
success, the Committee respectfully submits that the following
deficiencies must be addressed, among other things, that the $1.4
billion total enterprise value ascribed to the Debtors under the
Plan materially understates actual value. The valuation
unreasonably discounts the improving prepetition performance trends
of the North American business, the continued postpetition
improvement of such trends and the business plan and future
projections of the Debtors’ own management.
A full-text copy of the Committee's objection is available at:
http://bankrupt.com/misc/deb18-10584-483.pdf
The Committee is represented by:
Erin R. Fay, Esq.
Gregory J. Flasser, Esq.
BAYARD, P.A.
600 N. King Street, Suite 400
Wilmington, DE 19801
Tel: (302) 655-5000
Fax: (302) 658-6395
Email: jalberto@bayardlaw.com
efay@bayardlaw.com
gflasser@bayardlaw.com
-- and --
Cathy Hershcopf, Esq.
Seth Van Aalten, Esq.
Michael Klein, Esq.
Robert Winning, Esq.
COOLEY LLP
1114 Avenue of the Americas
New York, NY 10036
Tel: (212) 479-6000
Fax: (212) 479-6275
Email: chershcopf@cooley.com
svanaalten@cooley.com
mklein@cooley.com
rwinning@cooley.com
About Claire's Stores
Claire's Stores, Inc. -- http://www.clairestores.com/-- is a
specialty retailer of jewelry, accessories, and beauty products for
young women, teens, "tweens," and kids. Through the Claire's
brand, the Claire's Group has a presence in 45 nations worldwide,
through a total combination of over 7,500 Company-owned stores,
concessions locations, and franchised stores. Headquartered in
Hoffman Estates, Illinois, the Company began as a wig retailer by
the name of "Fashion Tress Industries" founded by Rowland Schaefer
in 1961. In 1973, Fashion Tress Industries acquired the
Chicago-based Claire's Boutiques, a 25-store jewelry chain that
catered to women and teenage girls. Following that acquisition,
Fashion Tress Industries changed its name to "Claire's Stores,
Inc." and shifted its focus to a full line of fashion jewelry and
accessories.
In 2007, the Company was taken private and acquired by investment
funds affiliated with, and co-investment vehicles managed by,
Apollo Management VI, L.P. Claire's Group employs approximately
17,000 people globally. Claire's Stores, Inc., and 7 affiliates
sought Chapter 11 protection (Bankr. D. Del. Case No. 18-10584) on
March 19, 2018, after reaching terms of a balance sheet
restructuring with their first lien lenders and sponsor Apollo
Global Management, LLC.
As of Oct. 28, 2017, Claire's Stores reported $1.98 billion in
total assets against $2.53 billion in total liabilities.
The Hon. Brendan Linehan Shannon is the case judge.
The Debtors tapped Weil, Gotshal & Manges LLP as their bankruptcy
counsel; Richards, Layton & Finger, P.A. as local counsel; FTI
Consulting as restructuring advisor; Lazard Freres & Co. LLC as
investment banker; Hilco Real Estate, LLC as real estate advisor;
and Prime Clerk as claims agent and administrative advisor.
Andrew R. Vara, Acting U.S. Trustee for Region 3, on March 27,
2018, appointed seven creditors to serve on the official committee
of unsecured creditors in the Chapter 11 case of Claire's Stores
Inc. and its affiliates.
CLAIRE'S STORES: Panel Wants Disclosure Objection Under Wraps
-------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 cases of Claire's Stores, Inc., and its
debtor-affiliates seeks permission from the Delaware bankruptcy
court to file its objection to the approval of the disclosure
statement explaining the Debtors' bankruptcy-exit plan.
A hearing to approve the Disclosure Statement and procedures for
soliciting votes on the Plan is set for June 20, 2018 at 10:30 a.m.
(ET).
The Committee explains that the adjudication of the Disclosure
Statement Motion and the panel's Objection requires the discussion
and review of certain confidential business and commercial terms,
including confidential information the Committee received from the
Debtors. If disclosed publically, the information could harm both
the Debtors and their estates, the Committee says. Accordingly,
the Committee submits that the confidential information constitutes
"commercial information" and should be subject to the protections
of section 107(b) of the Bankruptcy Code.
As reported by the Troubled Company Reporter, Claire's Stores' plan
of reorganization is the product of the Debtors' "arm's-length
negotiations" with Apollo Management Holdings, L.P. and certain
debt holders called the ad hoc first lien group, which entered into
a restructuring support agreement with the companies on March 19.
The RSA provides that Apollo and the creditors party to the
agreement will support the plan, and that Claire's Inc. and its
subsidiaries must achieve certain milestones to avoid termination
of the agreement by consenting creditors.
The milestones to be achieved include (i) commencement of a rights
offering and the solicitation of votes in connection with the plan
no later than the first business day that is at least seven days
after entry of an order approving the disclosure statement; (ii)
entry of an order confirming the plan by no later than 75 days
after the disclosure statement is approved; and (ii) occurrence of
the effective date under the plan by no later than September 14,
2018.
Under the plan, each holder of an allowed unsecured claim against
the companies other than Claire's Inc. will receive its pro rata
share of the unsecured recovery cash pool. On the effective date,
the companies will establish and fund the unsecured recovery cash
pool account with cash, which will be held in trust for pro rata
distributions on account of allowed unsecured claims.
The reorganized companies will fund distributions under the plan
with cash on hand; cash proceeds from a new money investment; and
the issuance of reorganized Claire's Inc.'s interests, according to
the disclosure statement, which explains the proposed plan.
A full-text copy of the disclosure statement is available for free
at:
http://bankrupt.com/misc/deb18-10584-236.pdf
About Claire's Stores
Claire's Stores, Inc. -- http://www.clairestores.com/-- is a
specialty retailer of jewelry, accessories, and beauty products for
young women, teens, "tweens," and kids. Through the Claire's
brand, the Claire's Group has a presence in 45 nations worldwide,
through a total combination of over 7,500 Company-owned stores,
concessions locations, and franchised stores. Headquartered in
Hoffman Estates, Illinois, the Company began as a wig retailer by
the name of "Fashion Tress Industries" founded by Rowland Schaefer
in 1961. In 1973, Fashion Tress Industries acquired the
Chicago-based Claire's Boutiques, a 25-store jewelry chain that
catered to women and teenage girls. Following that acquisition,
Fashion Tress Industries changed its name to "Claire's Stores,
Inc." and shifted its focus to a full line of fashion jewelry and
accessories.
In 2007, the Company was taken private and acquired by investment
funds affiliated with, and co-investment vehicles managed by,
Apollo Management VI, L.P. Claire's Group employs approximately
17,000 people globally. Claire's Stores, Inc., and seven
affiliates sought Chapter 11 protection (Bankr. D. Del. Case No.
18-10584) on March 19, 2018, after reaching terms of a balance
sheet restructuring with their first lien lenders and sponsor
Apollo Global Management, LLC.
As of Oct. 28, 2017, Claire's Stores reported $1.98 billion in
total assets against $2.53 billion in total liabilities.
The Hon. Brendan Linehan Shannon is the case judge.
The Debtors tapped Weil, Gotshal & Manges LLP as their bankruptcy
counsel; Richards, Layton & Finger, P.A. as local counsel; FTI
Consulting as restructuring advisor; Lazard Freres & Co. LLC as
investment banker; Hilco Real Estate, LLC as real estate advisor;
and Prime Clerk as claims agent and administrative advisor.
Andrew R. Vara, Acting U.S. Trustee for Region 3, on March 27
appointed seven creditors to serve on the official committee of
unsecured creditors in the Chapter 11 case of Claire's Stores Inc.
and its affiliates. Proposed counsel to the Committee are:
Justin R. Alberto, Esq.
Erin R. Fay, Esq.
Gregory J. Flasser, Esq.
BAYARD, P.A.
600 N. King Street, Suite 400
Wilmington, DE 19801
Telephone: (302) 655-5000
Facsimile: (302) 658-6395
Email: jalberto@bayardlaw.com
efay@bayardlaw.com
gflasser@bayardlaw.com
- and -
Cathy Hershcopf, Esq.
Seth Van Aalten, Esq.
Robert Winning, Esq.
COOLEY LLP
1114 Avenue of the Americas
New York, New York 10036
Telephone: (212) 479-6000
Facsimile: (212) 479-6275
Email: chershcopf@cooley.com
svanaalten@cooley.com
rwinning@cooley.com
COLOR SPOT: Taps Epiq as Administrative Advisor
-----------------------------------------------
Color Spot Holdings, Inc., seeks approval from the U.S. Bankruptcy
Court for the District of Delaware to hire Epiq Bankruptcy
Solutions, LLC, as its administrative advisor.
The firm will provide bankruptcy administration services, which
include the solicitation, balloting and tabulation of votes; the
preparation of reports in support of a Chapter 11 plan; and
managing any distributions pursuant to the plan.
The firm's hourly rates are:
Clerical/Administrative Support $25 to $45
IT/Programming $65 to $85
Case Managers $70 to $165
Consultants/Directors/VPs $160 to $190
Solicitation Consultant $190
Executive VP, Solicitation $215
Executive No Charge
Prior to the petition date, the Debtors provided Epiq a retainer of
$25,000.
Angela Tsai, director of Epiq's consulting services, disclosed in a
court filing that her firm is a "disinterested person" as defined
in section 101(14) of the Bankruptcy Code.
Epiq can be reached through:
Angela Tsai
Epiq Bankruptcy Solutions, LLC
777 Third Avenue, Twelfth Floor,
New York, NY 10017
Phone: (646) 282-2523
Email: atsai@epiqglobal.com
About Color Spot
Color Spot Holdings, Inc., through its subsidiaries, owns and
operates nurseries. It was incorporated in 2007 and is based in
Fallbrook, California.
Color Spot Holdings and its affiliates sought Chapter 11 protection
(Bankr. D. Del., Case No. 18-11272) on May 29, 2018. In the
petitions signed by CEO Paul Russo, the Debtors estimated $50
million to $100,000 million in assets and $100 million to $500
million in liabilities.
Hon. Laurie Selber Silverstein presides over the Debtors' cases.
The Debtors tapped Young Conaway Stargatt & Taylor LLP as their
counsel; Raymond James & Associates, Inc. as investment banker; and
Epiq Bankruptcy Solutions, Inc. as claims and noticing agent and
administrative services advisor.
COLOR SPOT: Taps Epiq as Claims and Noticing Agent
--------------------------------------------------
Color Spot Holdings, Inc., received approval from the U.S.
Bankruptcy Court for the District of Delaware to hire Epiq
Bankruptcy Solutions, LLC as its claims and noticing agent.
The firm will oversee the distribution of notices and the
maintenance, processing and docketing of claims filed in the
Chapter 11 cases of Color Spot and its affiliates.
The hourly rates charged by the firm for claims administration
are:
Clerical/Administrative Support $25 to $45
IT/Programming $65 to $85
Case Managers $70 to $165
Consultants/Directors/VP $160 to $190
Solicitation Consultant $190
Executive VP, Solicitation $215
Executives No Charge
The Debtor provided the firm a retainer in the sum of $25,000 prior
to the petition date.
Angela Tsai, director of Epiq's consulting services, disclosed in a
court filing that her firm is a "disinterested person" as defined
in Section 101(14) of the Bankruptcy Code.
Epiq can be reached through:
Angela Tsai
Epiq Bankruptcy Solutions, LLC
777 Third Avenue, Twelfth Floor,
New York, NY 10017
Phone: (646) 282-2523
E-mail: atsai@epiqglobal.com
About Color Spot
Color Spot Holdings, Inc., through its subsidiaries, owns and
operates nurseries. It was incorporated in 2007 and is based in
Fallbrook, California.
Color Spot Holdings and its affiliates sought Chapter 11 protection
(Bankr. D. Del., Case No. 18-11272) on May 29, 2018. In the
petitions signed by CEO Paul Russo, the Debtors estimated $50
million to $100,000 million in assets and $100 million to $500
million in liabilities.
Hon. Laurie Selber Silverstein presides over the Debtors' cases.
The Debtors tapped Young Conaway Stargatt & Taylor LLP as their
counsel; Raymond James & Associates, Inc. as investment banker; and
Epiq Bankruptcy Solutions, Inc. as claims and noticing agent and
administrative services advisor.
COLOR SPOT: Taps Young Conaway as Legal Counsel
-----------------------------------------------
Color Spot Holdings, Inc., seeks approval from the U.S. Bankruptcy
Court for the District of Delaware to hire Young Conaway Stargatt &
Taylor, LLP, as its legal counsel.
The firm will advise the company and its affiliates regarding their
duties under the Bankruptcy Code; assist in the preparation their
Chapter 11 cases.
The firm will charge these hourly rates:
M. Blake Cleary Attorney $815
Sean Greecher Attorney $595
Ryan Bartley Attorney $565
Jaime Luton Chapman Attorney $555
Tara Pakrouh Attorney $360
Betsy Feldman Attorney $300
Brenda Walters Paralegal $285
Young Conaway received a retainer in the sum of $150,000.
M. Blake Cleary, Esq., a partner at Young Conaway, disclosed in a
court filing that the firm is a "disinterested person" as defined
in section 101(14) of the Bankruptcy Code.
In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Mr.
Cleary disclosed that his firm has not agreed to a variation of its
standard or customary billing arrangements for its employment with
the Debtors; and that no Young Conaway professional has varied his
rate based on the geographic location of the cases.
Mr. Cleary also disclosed that Young Conaway's billing rates for
its pre-bankruptcy employment are the same as the rates it will
charge the Debtors for its post-petition services, and that the
Debtors will be approving a prospective budget and staffing plan
for its employment.
Young Conaway can be reached through:
M. Blake Cleary, Esq.
Ryan M. Bartley, Esq.
Sean T. Greecher, Esq.
Jaime Luton Chapman, Esq.
Betsy Feldman, Esq.
Young Conaway Stargatt & Taylor, LLP
Rodney Square
1000 North King Street
Wilmington, DE 19801
Tel: (302) 571-6600
Fax: (302) 571-1253
E-mail: mbcleary@ycst.com
rbartley@ycst.com
sgreecher@ycst.com
jchapman@ycst.com
bfeldman@ycst.com
About Color Spot
Color Spot Holdings, Inc., through its subsidiaries, owns and
operates nurseries. It was incorporated in 2007 and is based in
Fallbrook, California.
Color Spot Holdings and its affiliates sought Chapter 11 protection
(Bankr. D. Del., Case No. 18-11272) on May 29, 2018. In the
petitions signed by CEO Paul Russo, the Debtors estimated $50
million to $100,000 million in assets and $100 million to $500
million in liabilities.
Hon. Laurie Selber Silverstein presides over the Debtors' cases.
The Debtors tapped Young Conaway Stargatt & Taylor LLP as their
counsel; Raymond James & Associates, Inc., as investment banker;
and Epiq Bankruptcy Solutions, Inc., as claims and noticing agent
and administrative services advisor.
COLORADO LONESOME: DOJ Watchdog Wants Case Dismissed or Converted
-----------------------------------------------------------------
Daniel M. McDermott, United States Trustee for Region 21, filed an
emergency motion asking the U.S. Bankruptcy Court for the Southern
District of Florida to enter an order dismissing or converting the
Chapter 11 case of Colorado Lonesome Dove, LLC, to chapter 7, or in
the alternative, appointing a chapter 11 trustee.
According to the U.S. Trustee, the Debtor's principal asset is not
insured and the Debtor provided false insurance documents to the
United States Trustee.
The Debtor owns and manages a campground in Grand Junction,
Colorado. According to Schedule A/B, the Debtor valued its real
property and personal property at $1.5 million and approximately
$50,000, respectively.
On April 17, 2018, the United Stated Trustee held the Initial
Debtor Interview. As part of the IDI, the Debtor produced
documents at the request of the United States Trustee. Of
relevance are documents evidencing proof of adequate insurance for
the benefit of the Debtor's estate. The Debtor submitted an
Evidence of Commercial Property Insurance dated April 20, 2018.
The Certificate disclosed that the insurer was Leavitt Recreation &
Hospitality Insurance and that the expiration date is December 23,
2018. The Debtor also submitted a Commercial Lines Common Policy
Declarations with an expiration date of December 23, 2018.
On May 30, 2018, a second continued hearing was held on the Cash
Collateral Order. At the hearing, the Court learned for the first
time that the Debtor's assets were not insured for the benefit of
the Debtor's estate. Counsel for Del Notre Bank stated to the Court
that his client had contacted Leavitt to verify proof of insurance
as documented on the Certificate. Leavitt's representative
informed Del Notre Bank that the Debtor's insurance policy was
cancelled in 2017. The Debtor's counsel provided a brief response
at the hearing, but assured the Court that insurance would be in
place by June 1, 2018.
On June 4, 2018, the Court entered the Third Interim Cash
Collateral Order, which provided that on before June 1, 2018, the
Debtor must obtain insurance coverage in accordance with the
obligations under the loan and security documents with the Bank,
and file proof of such insurance with the Court.
The U.S. Trustee said the Debtor has not complied with the terms of
the Third Interim Cash Collateral Order.
About Colorado Lonesome Dove
Goodnight's Lonesome Dove RV Campground & Cabins is a recreational
camp located at 180065 US Hwy 160 South Fork, CO 81154.
Goodnight's Lonesome Dove RV Campground & Cabins has year-round
family activities for the sports enthusiast and nature lover alike.
The Camp is convenient to skiing, hiking, fishing, horseback
riding, rafting, biking, or just relaxing. It has 10 log cabins
open year-round, each with private bathrooms and fully equipped
kitchens. It also has 37 Large, full-hookup, RV sites that are all
grassy and are available May through Mid-November with a full
laundry and shower facility.
Colorado Lonesome Dove, LLC, d/b/a Goodnight's Lonesome Dove RV
Campground & Cabins, filed a Chapter 11 petition (Bankr. S.D. Fla.
Case No. 18-13283) on March 22, 2018. In the petition signed by
Brian G. West, manager/member, 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. Latham, Shuker,
Eden & Beaudine, LLP, is the Debtor's counsel.
CYN RESTAURANTS: Sixth Preliminary Cash Collateral Order Entered
----------------------------------------------------------------
The Hon. Ann M. Nevins of the U.S. Bankruptcy Court for the
District of Connecticut has entered a sixth preliminary order
authorizing Cyn Restaurants LLC to collect and use the cash
collateral to continue the usual and ordinary course of its
business by paying those budgeted expenditures through on June 30,
2018 as set forth on the budget.
The approved Budget for June 2018 shows total cash disbursements of
approximately $112,740.
As of the Petition Date, the Debtor was indebted to Webster Bank in
the amount of $382,176 and was also indebted to Community
Investment Corp. in the amount of $208,000, pursuant to Loans and
Security Agreements. The loans and credit facilities are secured
by liens and/or security interests in substantially all of the
Debtor's assets.
Webster Bank and Community Investment Corp. are granted
post-petition claims against the Debtor's estate, which will have
priority in payment over any other indebtedness and/or obligations
now in existence or incurred hereafter by the Debtor and over all
administrative expenses or charges against the Debtor's property.
As security for the Adequate Protection Claim, Webster Bank and
Community Investment Corp. are granted enforceable and perfected
replacement liens and/or security interests in the postpetition
assets of the Debtor's estate equivalent in nature, priority and
extent to the liens and/or security interests of Webster Bank and
Community Investment Corp., in the Pre-Petition Collateral and the
proceeds and products thereof.
Additionally, the Debtor will pay Webster Bank $1,360 as adequate
protection for June, 2018. The Debtor will also continue to keep
the Collateral fully insured against all loss, peril and hazard and
make Webster Bank and Community Investment Corp. loss payees as
their interests appear under such policies.
Any objection to the continued use of cash collateral must be filed
and served no later than June 14, 2018. A further hearing on the
continued use of cash collateral will be held on June 20, 2018, at
10:00 a.m.
A full-text copy of the Sixth Preliminary Order is available at
http://bankrupt.com/misc/ctb18-30185-102.pdf
About Cyn Restaurants
Based in Shelton, Connecticut, Cyn Restaurants LLC is engaged in
the business of the operation of a restaurant known as Stone's
Throw located at 337 Roosevelt Drive, Seymour, CT.
Cyn Restaurants filed a Chapter 11 petition (Bankr. D. Conn. Case
No. 18-30185) on Feb. 5, 2018. In the petition signed by Peter
Hamme, the Debtor estimated $100,000 to $500,000 in assets and
$500,001 to $1 million in liabilities. James M. Nugent, Esq., at
Harlow, Adams & Friedman, P.C., is the Debtor's counsel; and Sound
Coaching, Inc., as its accountant.
DILLE FAMILY: Nowlan Family, Don Murphy Object to Plan Disclosures
------------------------------------------------------------------
Nowlan Family Trust, Don Murphy and Team Angry Filmworks, Inc.,
objected to the approval of the disclosure statement explaining
Dille Family Trust's Small Business Plan.
The Nowlan Family Trust asserted that the Disclosure Statement
should not be approved for at least two reasons:
(1) First, the Proposed D/S fails to provide "adequate
information" to enable creditors to make an informed voting
decision with regarding to the Proposed Plan, as required by 11
U.S.C. Section 1125(b).
(2) Second, the Proposed D/S supports a plan of reorganization
that cannot be confirmed as a matter of law and, therefore,
soliciting ballots regarding the proposed Plan of Reorganization
Dated March 28, 2018 would only cause unnecessary delay.
Don Murphy complained that the Disclosure Statement fails to
provide information adequate to enable would-be holders of claims
against or interests in the Debtor to make an informed judgment
about the Plan. For that matter, even a close reading of the Plan
itself fails to provide those holders of claims and interests with
adequate information to make such a judgment, Don Murphy said.
In order to defend its intellectual property rights the Debtor
became involved in two litigation matters.
One in the United States District Court for the Eastern District of
Pennsylvania styled The Dille Family Trust v The Newlan Family
Trust at case No. 2:15-cv-06231-WB, and one in the United States
District Court for the Western District of Pennsylvania styled Team
Angry Filmworks, Inc. v Louise A. Geer, Trustee of the Dille Family
Trust at case No. 2:15-cv-01381-JFC. The cost of prosecuting the
actions exceeded the funds generated by the Dille Family Trust for
licensing its intellectual property. Initially, the cost of the
litigation was funded through loans from Lorraine Dille Williams,
one of the Beneficiaries of the Dille Family Trust. Ultimately Ms.
Williams determined that she could no longer fund the litigation
costs. Expecting that litigation to conclusion would cost
approximately $500,000 to $750,000, and with no source of funds to
pay such litigation costs, the Trustee of the Dille Family Trust,
Louise A. Geer determined that the best way to preserve the value
of the Estate's assets for the benefit of all creditors was to file
a Chapter 11 Petition for the Debtor, and sell all of the assets.
All assets of the Debtor will be liquidated. The proceeds from the
sale of the assets, net costs of sale, will be distributed in
accordance with the priorities established by the Bankruptcy Code.
Class 1: Administrative creditors will be paid in full on the
Effective Date, or in the ordinary course of business, or as
otherwise agreed by the parties.
Class 2: After payment in full of Class 1, Class 2 General
Unsecured Creditors will be paid the net proceeds of the sale of
the Debtor's assets on a pro rata basis, until their claims are
paid in full. Class 2 Claims total $805,963.09.
Class 3: The Beneficiaries of the Dille Family Trust will be paid
the net proceeds from the sale of the Debtor's assets remaining
after payment in full of creditors in classes 1 and 2 in accordance
with the documents establishing the Dille Family Trust, as modified
and amended from time to time.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/pawb17-24771-114.pdf
Nowlan Family Trust is represented by:
Edgardo D. Santillan, Esq.
SANTILLAN LAW, PC
775 Fourth Street
Beaver, PA 15009
Tel: 724-770-1040
Fax: 412-774-2266
E-mail: ed@santillanlaw.com
-- and --
John J. O'Malley, Esq.
VOLPE and KOENIG, PC
30 South 17th Street, Suite 1800
Philadelphia, PA 19103
Tel: 215-568-6400
E-mail: JOMalley@vklaw.com
Don Murphy is represented by:
Aurelius P. Robleto, Esq.
ROBLETO LAW, PLLC
Three Gateway Center
401 Liberty Ave, Ste. 1306
Pittsburgh, PA 15222
Tel: (412) 925-8194
Fax: (412) 346-1035
E-mail: apr@robletolaw.com
Dille Family Trust, which is involved in the licensing of
intellectual property associated with the fictional character "Buck
Rogers," filed a Chapter 11 petition (Bankr. W.D. Pa. Case No.
16-24771) on Nov. 28, 2017, and is represented by Donald R.
Calaiaro, Esq., Calairao Valencik.
ELEMENTS BEHAVIORAL: Committee Opposes Sale Process, Other Issues
-----------------------------------------------------------------
BankruptcyData.com reported that Elements Behavioral Health's
Official Committee of Unsecured Creditors filed with the U.S.
Bankruptcy Court an objection to the Debtors (a) proposed bidding
procedure and (b) DIP motion.
BankruptcyData cites that the Committee asserts, "The Committee
believes a longer sale process is more appropriate as it will
provide the Committee with sufficient time to (a) determine whether
there are alternatives to the proposed sale which could yield
recovery to unsecured creditors, (b) ensure that the assets and the
businesses have been properly marketed, (c) assess the terms of the
sale, (d) assess the value of the assets, (e) assess the fairness
of the transaction, and (e) determine the extent of the dominion,
control and involvement of the lender. The sale process should be
extended to allow prospective bidders a reasonable amount of time
to conduct diligence, negotiate purchase agreements and submit
binding alternative bids. The Committee's proposal of a sale
hearing in early August, is still within the boundaries of an
accelerated sale process, and in the Committee's view, provides the
additional time necessary to encourage the participation of
potential bidders . . . extension of the sale process is
permissible under the Debtors' budget. An expedited sale process is
also inappropriate where, as here, the proposed Stalking Horse Bid
by Project Build Behavioral Health LLC (PBBH) is in the form of a
potentially chilling credit bid which will result in zero cash
available to the Debtors' estates and unsecured creditors. The
proposed Bidding Procedures provides PBBH would be able to credit
bid up to the full amount of its purported prepetition and DIP
indebtedness (i.e., allegedly approximately $130 million).
Significantly, the terms of the sale do not provide for a cash bid
in the event PBBH is not entitled to the benefits of 363(k)7. The
Committee must be afforded an opportunity to investigate the
circumstances surrounding the credit bid and, if it determines
cause exists, move to cap PBBH's ability to credit bid its debt.
The Committee believes that allowing PBBH to credit bid the full
amount of its claim pursuant to the expedited schedule may
eliminate the participation of prospective bidders and set these
cases on track to the foregone conclusion of a sale to the Stalking
Horse Bidder. The Committee must have sufficient time to develop
the record and determine whether a challenge to the Stalking Horse
Bidder's ability to credit bid is appropriate."
In respect of D.I.P. financing, the objection notes, "A hearing on
the Final DIP Order is scheduled for June 26, 2018. At the hearing
on June 11, 2018, the Debtors and PBBH are seeking to extend the
terms of the Interim DIP Order through entry of a second Interim
DIP Order (the "Second Interim DIP Order") which seeks to obtain
relief again on all previously adjudicated matters. At the time of
entry of the Interim DIP Order, the Committee was not yet in
existence. The Committee has certain issues and concerns with the
relief requested in the Second Interim DIP Order (which was already
granted in the Interim DIP Order) and, therefore, objects to the
entry of such order.
The report further notes that further, the Committee objects to the
request to separately approve the "Transaction Fee" of Houlihan
Lokey Capital, Inc. as part of the Carve-Out. The Interim DIP Order
already provides for the payment of the Debtor Professionals
pursuant to the Carve-Out. Moreover, the terms of Houlihan's
retention have not yet been approved. Therefore, it is premature to
seek approval of the Transaction Fee in the Carve-Out."
About Elements Behavioral Health
Long Beach, California-based EBH Topco, LLC along with its
subsidiaries -- http://www.elementsbehavioralhealth.com/-- are
providers of behavioral health services and residential drug and
alcohol addiction treatment. The Elements Behavioral Health(R)
family of programs offers comprehensive, innovative treatment for
substance abuse, sexual addiction, trauma, eating disorders, and
other mental health disorders.
EBH Topco, LLC (Lead Case), Elements Behavioral Health, Inc., and
certain of its affiliates sought Chapter 11 bankruptcy protection
on May 23, 2018 (Bankr. D. Del. Case No. 18-11214).
In the petition signed by CRO Martin McGahan, the Debtors estimated
$50 million to $100 million in assets and under $100 million to
$500 million in liabilities.
Hon. Brendan Linehan Shannon presides over the Debtors' cases.
Christopher A. Ward, Esq., Shanti M. Katona, Esq., Stephen J.
Astringer, Esq., and Jeremy R. Johnson, at Polsinelli PC, serve as
counsel to the Debtors. Alvarez & Marsal LLC acts as restructuring
advisor to the Debtors; Houlihan Lokey Capital, Inc., is the
investment banker; and Donlin, Recano & Company, Inc., is the
notice and claims agent.
ELEMENTS BEHAVIORAL: Sec. 341 Creditors' Meeting Set for June 27
----------------------------------------------------------------
A meeting of EBH Topco LLC's creditors is set for June 27, 2018 at
1:00 p.m. (E.T.) at 844 King Street, Room 3209, in Wilmington,
Delaware.
The meeting will be held pursuant to Sec. 341(a) of the Bankruptcy
Code. A representative of the Debtors is required to attend the
meeting to be questioned under oath. The meeting may be continued
or adjourned to a later date. Creditors may attend, but are not
required to do so.
About Elements Behavioral Health
Long Beach, California-based EBH Topco, LLC along with its
subsidiaries -- http://www.elementsbehavioralhealth.com/-- are
providers of behavioral health services and residential drug and
alcohol addiction treatment. The Elements Behavioral Health(R)
family of programs offers comprehensive, innovative treatment for
substance abuse, sexual addiction, trauma, eating disorders, and
other mental health disorders.
EBH Topco, LLC (Lead Case), Elements Behavioral Health, Inc., and
certain of its affiliates sought Chapter 11 bankruptcy protection
on May 23, 2018 (Bankr. D. Del. Case No. 18-11214).
In the petition signed by CRO Martin McGahan, the Debtors estimated
$50 million to $100 million in assets and under $100 million to
$500 million in liabilities.
Hon. Brendan Linehan Shannon presides over the Debtors' cases.
Christopher A. Ward, Esq., Shanti M. Katona, Esq., Stephen J.
Astringer, Esq., and Jeremy R. Johnson, at Polsinelli PC, serve as
counsel to the Debtors. Alvarez & Marsal LLC acts as restructuring
advisor to the Debtors; Houlihan Lokey Capital, Inc., is the
investment banker; and Donlin, Recano & Company, Inc., is the
notice and claims agent.
ELEMENTS BEHAVIORAL: U.S. Trustee Forms 5-Member Committee
----------------------------------------------------------
Andrew Vara, acting U.S. trustee for Region 3, on June 11 appointed
five creditors to serve on the official committee of unsecured
creditors in the Chapter 11 cases of Elements Behavioral Health,
Inc. and its affiliates.
The committee members are:
(1) George Joseph
c/o Matthew Ward
Womble Bond Dickinson (US) LLP
222 Delaware Avenue, Suite 1501
Wilmington, DE 19801
Phone: 713-819-2255
(2) Robin Barnett
c/o Brett S. Moore
Porzio Bromberg & Newman, P.C.
156 West 56th Street, Suite 803
New York, NY 10019-3800
Phone: 609-513-5972
(3) WBL Management, LLC
Attn: William Wade White
c/o David Navarro
7373 Broadway, Suite 300
San Antonio, TX 78209
Phone: 210-271-1712
Fax: 210-271-1740
(4) WPROMOTE, LLC
Attn: Paul Rappoport
2100 East Grand Avenue
El Segundo, CA 90245
Phone: 310-421-4844
(5) RR Donnelly
Attn: Robert Larsen
4101 Winfield Road
Warrenville, IL 60555
Phone: 630-322-6006
Fax: 630-322-6893
Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense. They may investigate the debtor's business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.
About Elements Behavioral Health/EBH Topco
Long Beach, California-based EBH Topco, LLC along with its
subsidiaries -- http://www.elementsbehavioralhealth.com/-- are
providers of behavioral health services and residential drug and
alcohol addiction treatment. The Elements Behavioral Health(R)
family of programs offers comprehensive, innovative treatment for
substance abuse, sexual addiction, trauma, eating disorders, and
other mental health disorders.
EBH Topco, LLC (Lead Case), Elements Behavioral Health, Inc., and
certain of its affiliates sought Chapter 11 bankruptcy protection
on May 23, 2018 (Bankr. D. Del., Case No. 18-11214). The petition
was signed by Martin McGahan, chief restructuring officer.
The Debtors listed $50 million to $100,000 million in assets and
under $100 million to $500 million in liabilities.
Hon. Brendan Linehan Shannon presides over the Debtors' cases.
Christopher A. Ward, Esq., Shanti M. Katona, Esq., Stephen J.
Astringer, Esq., and Jeremy R. Johnson of Polsinelli PC serve as
counsel to the Debtors. Alvarez & Marsal LLC acts as restructuring
advisor to the Debtors, Houlihan Lokey Capital, Inc. as investment
banker, and Donlin, Recano & Company, Inc. as notice and claims
agent.
ENERGY GUARD: Taps Mark J. Lazzo as Legal Counsel
-------------------------------------------------
Energy Guard Midwest, LLC, seeks approval from the U.S. Bankruptcy
Court for the District of Kansas to hire Mark J. Lazzo, P.A., as
its legal counsel.
The firm will represent the Debtor in negotiations with its
creditors; assist in arranging and negotiating sales of its assets;
review claims; assist in the preparation of a bankruptcy plan; and
provide other legal services related to its Chapter 11 case.
Mark Lazzo, Esq., and Justin Balbierz, Esq., the attorneys who will
be handling the case, charge $250 per hour and $200 per hour,
respectively.
Mr. Balbierz disclosed in a court filing that he neither holds nor
represents any interest adverse to the Debtor's estate.
The firm can be reached through:
Mark J. Lazzo, Esq.
Justin T. Balbierz, Esq.
Mark J. Lazzo, P.A.
3500 N. Rock Road Building 300, Suite B
Wichita, KS 67226
Phone: (316) 263-6895
Email: mark@lazzolaw.com
Email: justin@lazazolaw.com
About Energy Guard Midwest
Energy Guard Midwest, LLC, sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D. Kan. Case No. 18-11070) on June 4,
2018. At the time of the filing, the Debtor estimated assets of
less than $50,000 and liabilities of $1 million. Judge Dale L.
Somers presides over the case. Mark J. Lazzo, P.A., is the
Debtor's legal counsel.
EZTOPELIZ LLC: Case Summary & 2 Unsecured Creditors
---------------------------------------------------
Debtor: Eztopeliz, LLC
500 Friday Road
Cocoa, FL 32926
Business Description: Eztopeliz, LLC, a real estate company,
owns in fee simple a property located at
4600 & 4650 Dixie Hwy NE, Port Malabar Unit
1, with two parcels of vacant land located
in Palm Bay, Florida. The Property is
valued by the company at $5 million.
Chapter 11 Petition Date: June 12, 2018
Case No.: 18-03486
Court: United States Bankruptcy Court
Middle District of Florida (Orlando)
Debtor's Counsel: David R McFarlin, Esq.
FISHER RUSHMER, P.A.
390 N Orange Avenue, Suite 2200
Orlando, FL 32801
Tel: 407-843-2111
E-mail: dmcfarlin@fisherlawfirm.com
Total Assets: $5 million
Total Liabilities: $1.81 million
The petition was signed by Jeffrey C. Unnerstall, managing member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's two unsecured creditors is available for free
at:
http://bankrupt.com/misc/flmb18-03486.pdf
FIRESTAR DIAMOND: Court Orders Chapter 11 Trustee Appointment
-------------------------------------------------------------
BankruptcyData.com reported that the U.S. Bankruptcy Court has
issued an order directing the appointment of a Chapter 11 Trustee
in the Firestar Diamond case. The order states, "the Court having
heard and considered all of the arguments and comments made by the
parties in interest to the Motions; and upon the record made before
the Court; the Court having found that grounds exist for the
appointment of an chapter 11 trustee under 11 U.S.C. section
1104(d) as cause exists and the appointment is in the best
interests of the creditors, any equity security holders, and other
interests of the estate; and the record having been So Ordered to
direct the appointment of a chapter 11 trustee in these jointly
administered Chapter 11 cases; and, after due deliberation and
sufficient cause appearing therefore, it is hereby ORDERED that the
Motions are granted pursuant to 11 U.S.C. sections 1104(a)(1) and
1104(a)(2), and the United States Trustee is directed to appoint a
chapter 11 trustee (the 'Trustee') in these chapter 11 cases,
pursuant to 11 U.S.C. section 1104(d) . . . and it is further
ORDERED that the Debtors and any other individual or entity in
possession of the Debtors' records and property shall cooperate
with the Trustee and promptly turn over to the Trustee all records
and property of the estates in their possession or control as
directed by the Trustee."
About Firestar Diamond
Firestar Diamond Inc. procures, designs, manufactures, and
distributes diamond-studded jewelry. Firestar Diamond's operations
span the USA, Europe, the Middle East, the Far East and India. The
Company employs over 1200 people. Firestar Diamond has offices in
Mumbai, Surat, New York, Chicago, Johannesburg, Antwerp, Yerevan,
Dubai, and Hong Kong. A. Jaffe, Inc., a subsidiary of Firestar
Diamond, designs and manufacturers wedding rings and wedding
bands.
In January, India's state-owned Punjab National Bank alleged that
Modi orchestrated almost $2 billion in fraudulent transactions.
Modi is the subject of a probe by India's Central Bureau of
Investigations.
Firestar Diamond, Inc., A. Jaffe, Inc., and Fantasy, Inc., sought
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 18-10509) on
Feb. 26, 2018. Firestar Diamond estimated assets and debt of $50
million to $100 million. Hon. Sean H. Lane presides over the
cases.
The Debtors tapped Ian R. Winters, Esq., at Klestadt Winters
Jureller Southard & Stevens, LLP, as their bankruptcy counsel;
Forchelli Deegan Terrana LLP as conflicts counsel; Lackenbach
Siegel, LLP as special counsel; Getzler Henrich & Associates LLC
and its managing director Mark Samson as chief restructuring
officer; and Omni Management as claims and noticing agent. Marks
Paneth LLP serves as financial advisor.
John J. Carney has been appointed as Chapter 11 examiner in the
Debtors' cases. Baker & Hostetler LLP, acts as his counsel.
FIRESTAR DIAMOND: DOJ Watchdog Directed to Appoint U.S. Trustee
---------------------------------------------------------------
Judge Sean Lane of the U.S. Bankruptcy Court for the Southern
District of New York directed the U.S. Trustee to appoint a Chapter
11 trustee in the Chapter 11 cases of Firestar Diamond, Inc., and
its debtor affiliates pursuant to Section 1104(d) of the Bankruptcy
Code.
Punjab National Bank, the second largest government-owned bank in
India and a victim of the bank fraud allegedly perpetrated by Nirav
Modi, and the U.S. Trustee filed separate motions for the
appointment of a Chapter 11 trustee.
PNB sought the appointment of a Chapter 11 trustee to serve as a
responsible fiduciary who can oversee a sales process not tainted
by the Modi fraud and the "disturbing evidence of ongoing
mismanagement and misconduct by the Debtors' management" following
the Petition Date. PNB pointed out that the Debtors' existing
management has failed to take any serious steps to ensure that
those involved in fraud and other wrongful conduct were not
involved in the sale process, that employees did not engage in
discussions with potential bidders that gave rise to obvious
conflicts of interests, or that employees ceased their
communications with Nirav Modi, the indirect majority shareholder
of the Debtors.
The Ministry of Corporate Affairs of the Union of India joined in
PNB's Motion out of a concern that the Debtors, through Mihir
Bhansali and perhaps others employed by the Debtors, may have
engaged in postpetition acts that either perpetrated the Nirav Modi
fraud or hindered the ongoing investigations into the fraud.
The U.S. Trustee contended that the banking scandal has raised
serious questions as to whether the Debtors could and should have
continued to act as debtors-in-possession in the Chapter 11 cases.
The U.S. Trustee argued that because the Debtors remained in
control of their cases despite the appointment of a Chapter 11
examiner, an independent trustee must be appointed to preserve what
remains of the Debtors' operations and value after the failure of
the Debtors' attempts to sell their assets, followed by the abrupt
departure of its chief executive officer.
In response, the Debtors clarified that the CRO, Independent
Director and their professionals were in no way influenced by Modi
and are not "tainted" in any way by the Alleged Fraud. To the
contrary, in the face of highly challenging circumstances, the CRO,
Independent Director and the Debtors' professionals organized and
ran a good faith marketing and sale process that was only scuttled
shortly before completion by facts and circumstances out of their
control. The Debtors said their current post-petition management
remain willing and able to complete the task of liquidating the
assets of these Debtors for the benefit of their creditors but will
not oppose the appointment of a new fiduciary, if this Court and
parties in interest believe that to be in the best interest of
these estates and their creditors. The Debtors said their actions
in these cases have been and will continue to be guided by that
primary principle.
Attorneys for PNB:
James L. Bromley, Esq.
Sean A. O'Neal, Esq.
Rahul Mukhi, Esq.
CLEARY GOTTLIEB STEEN & HAMILTON LLP
One Liberty Plaza
New York, NY 10006
Tel: (212) 225-2000
Fax: (212) 225-3999
Email: jbromley@cgsh.com
soneal@cgsh.com
rmukhi@cgsh.com
Attorneys for the Ministry:
J. Christopher Shore, Esq.
Owen C. Pell, Esq.
Michele J. Meises, Esq.
WHITE & CASE LLP
1221 Avenue of the Americas
New York, NY 10020-1095
Tel: (212) 819-8200
Fax: (212) 354-8113
Email: cshore@whitecase.com
opell@whitecase.com
michele.meises@whitecase.com
About Firestar Diamond
Firestar Diamond Inc. procures, designs, manufactures, and
distributes diamond-studded jewelry. Firestar Diamond's operations
span the USA, Europe, the Middle East, the Far East and India. The
Company employs over 1200 people. Firestar Diamond has offices in
Mumbai, Surat, New York, Chicago, Johannesburg, Antwerp, Yerevan,
Dubai, and Hong Kong. A. Jaffe, Inc., a subsidiary of Firestar
Diamond, designs and manufacturers wedding rings and wedding
bands.
In January, India's state-owned Punjab National Bank alleged that
Modi orchestrated almost $2 billion in fraudulent transactions.
Modi is the subject of a probe by India's Central Bureau of
Investigations.
Firestar Diamond, Inc., A. Jaffe, Inc., and Fantasy, Inc., sought
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 18-10509) on
Feb. 26, 2018. Firestar Diamond estimated assets and debt of $50
million to $100 million.
The Hon. Sean H. Lane is the case judge.
The Debtors tapped Ian R. Winters, Esq., at Klestadt Winters
Jureller Southard & Stevens, LLP, as their bankruptcy counsel;
Forchelli Deegan Terrana LLP as conflicts counsel; Lackenbach
Siegel, LLP as special counsel; Getzler Henrich & Associates LLC
and its managing director Mark Samson as chief restructuring
officer; and Omni Management as claims and noticing agent. Marks
Paneth LLP serves as financial advisor.
Judge Sean Lane issued an order directing the U.S. Trustee to
appoint a Chapter 11 examiner for Firestar Diamond. John J.
Carney, the court-appointed Examiner, hired Baker & Hostetler LLP,
as counsel.
FLYNN RESTAURANT: Moody's Assigns B3 CFR, Outlook Stable
--------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating
(CFR) and B3-PD Probability of Default Rating (PDR) to Flynn
Restaurant Group LP ("Flynn"). Moody's additionally assigned B2
ratings to Flynn's proposed $60 million senior secured 1st lien
revolver and $400 million senior secured 1st lien term loan, and a
Caa2 rating to the company's proposed $100 million senior secured
2nd lien term loan. The outlook is stable.
Proceeds from the proposed $400 million 1st lien term loan and $100
million 2nd lien term loan will be used to refinance approximately
$411 million of existing outstanding debt at the credit group, put
cash of approximately $80 million to the balance sheet, and pay
about $10 million in related transaction fees and expenses. The
ratings are subject to the execution of the proposed transaction
and Moody's receipt and review of final documentation.
"Flynn's B3 CFR considers the company's high leverage as a result
of the proposed financing, elevated capex requirements, and
acquisitive nature of the company," stated Adam McLaren, Moody's
AVP-Analyst. Moody's expects leverage on a pro-forma basis of near
7x for the last twelve month period ended 3/31/18. However, the
ratings also consider and recognize the strength and awareness of
the Taco Bell and Panera Bread brands, Flynn's adequate liquidity
and the expectation that leverage will improve from levels
following closing.
Assignments:
Issuer: Flynn Restaurant Group LP
Probability of Default Rating, Assigned B3-PD
Corporate Family Rating, Assigned B3
Guaranteed Senior Secured 1st Lien Bank Credit Facility, Assigned
B2 (LGD3)
Guaranteed Senior Secured 2nd Lien Bank Credit Facility, Assigned
Caa2 (LGD5)
Outlook Actions:
Issuer: Flynn Restaurant Group LP
Outlook, Assigned Stable
RATINGS RATIONALE
The B3 Corporate Family Rating considers Flynn's high leverage
level, elevated capital expenditure requirements to fund remodel
and growth initiatives, and acquisitive nature of the company. The
rating is supported by the strength, diversification, and high
level of awareness that the Taco Bell and Panera Bread brands
provide. The rating is further supported by the company's adequate
liquidity and expectation that leverage will come down as
development and acquired units reach run-rate margin levels.
The stable outlook reflects Moody's view that debt protection
metrics will gradually improve as new locations continue to be
developed and existing units are remodeled. The stable outlook also
reflects that Flynn will continue to have adequate liquidity.
Factors that could result in an upgrade include debt to EBITDA
migrating towards 5.5 times and EBIT coverage of interest expense
over 1.5 times, on a sustained basis. An upgrade would also require
good liquidity.
A downgrade could occur if credit metrics do not improve from
current levels over the next twelve to eighteen months, including
if debt to EBITDA were not maintained below 7 times. EBIT to
Interest expense below 1.1x or a deterioration in liquidity could
also result in a downgrade.
The principal methodology used in these ratings was Restaurant
Industry published in January 2018.
Flynn Restaurant Group LP, headquartered in San Francisco,
California, owns and operates 279 Taco Bells, 130 Panera Breads,
and 466 Applebee's franchised restaurants throughout the US. The
Applebee's restaurants are excluded from the credit group, which
includes the Pan American Group and Bell American Group
subsidiaries. Annual revenue is approximately $1.9 billion on a
consolidated basis, $700 million for the credit group. Flynn is
owned by Ontario Teachers' Pension Plan, Flynn management, and Main
Post Partners.
FLYNN RESTAURANT: S&P Assigns B Corp. Credit Rating, Outlook Stable
-------------------------------------------------------------------
S&P Global Ratings assigned its 'B' corporate credit rating to
California-based Applebee's, Taco Bell, and Panera Bread franchisee
Flynn Restaurant Group LP. The outlook is stable.
S&P said, "At the same time, we assigned our 'B' issue-level and
'3' recovery ratings to Flynn's proposed first-lien debt,
consisting of a $60 million cash flow revolver facility due in 2023
and a $400 million term loan facility due in 2025. The '3' recovery
rating indicates our expectation for meaningful (50%-70%; rounded
estimate: 65%) recovery in the event of a payment default.
"Additionally, we assigned our 'CCC+' issue-level and '6' recovery
ratings to Flynn's proposed $100 million second-lien term loan. The
'6' recovery rating indicates our expectation for negligible
(0%-10%; rounded estimate: 0%) recovery in the event of a payment
default.
"The ratings on Flynn reflect its participation in the intensely
competitive restaurant industry, exposure to fluctuations in
commodity prices, rising labor costs, and our expectation for an
aggressive financial policy. These factors are partly offset by the
company's fairly sizable operation scale and its portfolio of
multiple nationally recognized restaurant brands operating in
multiple segments, which helps diversify its revenue streams and
commodity cost exposure. Still, as a franchisee and operator, the
company is susceptible to missteps by franchisors and highly
dependent on their product innovation strategies, menu, and
marketing initiatives to drive traffic and sales.
"The stable outlook reflects our expectation that the company will
continue to develop new units and, as operations at previous Panera
Bread and Taco Bell acquisitions ramp up, would experience modest
EBITDA base expansion, partly offset by some pressure on margin
from its Applebee's business. This will lead to adjusted debt to
EBITDA in the low-6x area and FFC ratio in the mid-1x area at
fiscal year-end 2018.
"We could lower the rating if operating performance is meaningfully
below our expectation such that we expect adjusted debt to EBITDA
above 7x or FFC ratio in the low-1x area on a sustained basis.
Under this scenario, the company would experience meaningfully
negative same-store sales or margin contraction in excess of 150
basis points (bps) due to increased promotional activities,
elevated commodity prices, or labor costs.
"We could raise the rating if the company significantly outperforms
our expectations, including meaningful improvement of performance
at its Applebee's segment, such that we expect adjusted debt to
EBITDA below 5x and FCC ratio of 2x or better on a sustained basis.
Another factor that could lead to a higher rating is the successful
integration of additional solid brands that further diversify the
company's earnings streams and expand its operational scale, such
that we have a more favorable view of its business risk."
FREEMAN GRADING: Auction Sale of 2004 John Deere Excavator OK'd
---------------------------------------------------------------
Judge Jeffrey J. Graham of the U.S. Bankruptcy Court for the
Southern District of Indiana authorized Freeman Grading &
Excavating, LLC's sale of a 2004 John Deere Model 330LC Excavator,
Serial Number FF330CX082882, with its vehicles and equipment at
auction on June 12, 2018 at 10:00 a.m. (PET) at 2916 Bluff Road,
Indianapolis, Indiana.
A hearing on the Motion was held on May 29, 2018.
The sale will be free and clear of liens, claims, interests, and
encumbrances, with valid liens attaching to the sale proceeds; and
be "as is, where is," and with all faults, without recourse,
representation, warranty or guarantee of any kind, whether express
or implied. The Debtor, MainSource, and the Auctioneer are
authorized to disclaim all warranties of merchantability or fitness
for a particular purpose.
The bidding procedures and the Buyer's premiums described in the
Supplemental Sale Motion are approved. The costs of the sale,
including a $2,500 marketing fee, any costs incurred to transport
the Excavator to the Auction, and credit card processing fees of
1.625% for in person purchases and 1.875% for online purchases are
approved.
The Auction is to be conducted by Key Auctions, LLC, doing business
as Key Auctioneers. The Court is contemporaneously entering its
Order granting the Debtor's application to employ the Auctioneer.
The determination of whether to transport the Excavator to the
Auction or to sell it from its current location will be left to
MainSource's sole discretion. The Auctioneer is authorized to
deduct the sale costs from the gross proceeds of the sale and remit
the net proceeds of the sale to MainSource, including a 3% rebate
of the Buyer's premium for any online purchases, less $5,000 to be
paid to the Debtor's counsel, Hester Baker Krebs, LLC.
The 14-day stay imposed by Rule 6004(h) of the Federal Rules of
Bankruptcy Procedure will not apply to the Order.
About Freeman Grading
Freeman Grading & Excavating, LLC, is an excavating contractor
based in Trafalgar, Indiana. The company is a small business
debtor as defined in 11 U.S.C. Section 101(51D).
Freeman Grading & Excavating filed a Chapter 11 petition (Bankr.
S.D. Ind. Case No. 18-00037) on Jan. 3, 2018. In the petition
signed by Michael D. Freeman, member and 100% owner, the Debtor
estimated $500,000 to $1 million in assets and $1 million to $10
million in liabilities. The case is assigned to Judge Jeffrey J.
Graham. John Joseph Allman, Esq. and David R. Krebs, Esq., at
Hester Baker Krebs LLC, serve as the Debtor's counsel.
FUSION CUSTOM: $100K Sale of Freightliner Sport Chassis Truck OK'd
------------------------------------------------------------------
Judge Laura T. Beyer of the U.S. Bankruptcy Court for the Western
District of North Carolina authorized private sale by Fusion Custom
Trailers & Motorcoaches, Inc. of a 2011 Freightliner Sport Chassis
truck, bearing vehicle identification number 1FVAFHDV3BDAY0128, for
an amount in excess of $100,000.
The sale of the Sport Chassis will be free and clear of all
mortgages, liens, assessments, encumbrances, obligations,
liabilities, security interests, collateral assignments, pledges,
judgments, rights of first refusal, rights to purchase, contractual
commitments, taxes, charges, claims, rights, damages, or other
interests or matter of any kind of nature that could be asserted
against the purchaser of the Sport Chassis.
Upon the closing of the sale of the Sport Chassis, all liens,
claims, encumbrances and interests are transferred to the sale
proceeds with the same priority, validity and extent that such
liens, claims, encumbrances and interests had against the Sport
Chassis prior to the sale.
The sale proceeds will be delivered to Moon Wright & Houston, PLLC
("MWH") and deposited into its trust account; provided that
$100,000 of the sale proceeds will be disbursed from MWH's trust
account to Cass County Bank. The remaining sale proceeds, if any,
will be held in trust by MWH pending further order of the Court.
The Court will hold a status hearing in the matter on July 25, 2018
at 9:30 a.m. No further notice of said status hearing will be
provided.
The 14-day stay set forth in Bankruptcy Rule 6004(h) is waived.
About Fusion Custom Trailers
Fusion Custom Trailers & Motorcoaches manufactures and services
custom built trailers, motor coaches, and truck conversions from
its leased premises in Salisbury, North Carolina. Its principal,
John E. Nicholson, is a resident of Mooresville, North Carolina,
and a debtor in that Chapter 13 bankruptcy proceeding currently
pending (Bankr. W.D.N.C. Case No. 18-50151).
Fusion Custom Trailers & Motorcoaches Inc. filed a Chapter 11
petition (Bankr. W.D.N.C. Case No. 18-30445) on March 20, 2018.
Fusion Custom Trailers is represented by:
Richard S. Wright, Esq.
Caleb Brown, Esq.
MOON WRIGHT & HOUSTON, PLLC
121 West Trade Street, Suite 1950
Charlotte, North Carolina 28202
Telephone: (704) 944-6560
GHURKA BRANDS: Voluntary Chapter 11 Case Summary
------------------------------------------------
Affiliated companies that have filed voluntary petitions seeking
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Sasco Hill Brands LLC 18-11780
205 Hudson Street
Suite 08-106
New York, NY 10013
Ghurka Brands Holdings LLC 18-11782
600 Superior Avenue East
Suite 1800
Cleveland, OH 44114
Business Description: Sasco Hill Brands LLC and Ghurka Brands own
and operate stores that sells men and women
leather bags and accessories and other
products online at www.Gurka.com, at a
retail store in New York and at leading
luxury retailers.
Chapter 11 Petition Date: June 12, 2018
Court: United States Bankruptcy Court
Southern District of New York (Manhattan)
Debtors' Counsel: Clifford A. Katz, Esq.
PLATZER, SWERGOLD, LEVINE,
GOLDBERG, KATZ & JASLOW, LLP
475 Park Avenue South, 18th Floor
New York, NY 10016
Tel: (212) 593-3000
Fax: (212) 593-0353
E-mail: ckatz@platzerlaw.com
- and -
Teresa Sadutto-Carley, Esq.
PLATZER, SWERGOLD, LEVINE,
GOLDBER, KATZ & JASLOW, LLP
475 Park Avenue South, 18th Floor
New York, NY 10016
Tel: (212) 593-3000
Fax: (212) 593-0353
E-mail: tsadutto@platzerlaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Steve Latkovic and Glenn C. Pollack,
managers, CB Manager LLC.
The Debtors failed to incorporate in the petitions lists of their
20 largest unsecured creditors.
Full-text copies of the petitions are available for free at:
http://bankrupt.com/misc/nysb18-11780.pdf
http://bankrupt.com/misc/nysb18-11782.pdf
GIBSON BRANDS: UST Opposes KPMG & Goodwin Procter Retentions
------------------------------------------------------------
BankruptcyData.com reported that the U.S. Trustee assigned to the
Gibson Brands case filed with the U.S. Bankruptcy Court an
objection to the application authorizing the retention and
employment of KPMG LLP as Auditor; and to the employment and
retention of Goodwin Procter as restructuring counsel. The Trustee
asserts, "The disclosures provided by KPMG and Goodwin are
insufficient to determine whether there were preferential payments
that disqualify them from being retained by the estate. The U.S.
Trustee objects to the retention absent a sufficient factual record
establishing disinterestedness or a waiver of any potential
preference claim. The Goodwin has not shown that it meets or
satisfies any of the Insilco factors. On the contrary, given the
fact that the Applicants (i) have a substantial prepetition
retainer, (ii) have the benefit of the Carve-Out in the final order
approving DIP financing; (iii) will have the benefits provided by
approval of the Interim Compensation Motion; and (iv) there is an
RSA supporting a financial restructuring of the Debtors, and this
is not a 'melting ice cube,' there is little if any risk that the
fees and expenses of Debtors’ counsel will not be paid. The
multiple 'risk minimization' devices make the request for an
evergreen retainer nothing more than an unnecessary encumbering and
binding of estate funds and resources. The evergreen retainers in
this case also provide greater security in payment to subset of
administrative claimants, preferring them over others. General
trade claims, employees' claims, 503(b)(9) claims, and the fees of
Committee's professionals are not accorded the same preferred
status. In this case, the prepetition retainers held by the
Debtors' professional's prepetition are adequate and fair security
for payment of their fees."
About Gibson Brands
Founded in 1894 and headquartered in Nashville, Tennessee, Gibson
Brands, Inc. -- http://www.gibson.com/-- and its subsidiaries
design and manufacture guitars and other fretted instruments.
Gibson's brands include the Les Paul, SG, Flying V, Explorer, J-45,
Hummingbird, and ES-335, among others.
Gibson Brands, Inc. and 11 affiliates commenced Chapter 11 cases
(Bankr. D. Del. Lead Case No. 18-11025) on May 1, 2018. In its
petition, Gibson Brands estimated $100 million to $500 million in
assets and liabilities. The petition was signed by Henry E.
Juszkiewicz, chief executive officer.
The Hon. Christopher S. Sontchi presides over the cases.
The Debtors tapped Goodwin Procter LLP as their lead counsel;
Pepper Hamilton LLP as Delaware and conflicts counsel; Alvarez &
Marsal North America, LLC as restructuring advisor; Brian J. Fox,
managing director of Alvarez & Marsal North America LLC, as chief
restructuring officer; Jefferies LLC as investment banker; and
Prime Clerk LLC as claims and noticing agent.
Paul, Weiss, Rifkind, Wharton & Garrison LLP is providing legal
counsel, and PJT Partners is the financial advisor, to the ad hoc
group of unaffiliated noteholders that is supporting the Debtors'
restructuring.
The Office of the U.S. Trustee for Region 3 appointed an official
committee of unsecured creditors on May 9, 2018. The Committee
tapped Lowenstein Sandler LLP as its legal counsel; and FTI
Consulting serves as financial advisor.
HCR MANORCARE: QCP Looking to Deal with Another Bidder
------------------------------------------------------
Quality Care Properties, Inc. said Tuesday the 45-day "go-shop"
period set forth in its merger agreement with Welltower Inc. (NYSE:
WELL) expired on June 9, 2018, and that QCP has received from an
unnamed third party an acquisition proposal that its Board of
Directors has determined could reasonably be expected to lead to a
"Superior Offer," as defined in the Merger Agreement.
During the "go-shop" period, representatives of Goldman Sachs & Co.
LLC, financial advisor to QCP, contacted 34 potential parties on
behalf of the Company to determine whether they have an interest in
making a proposal to acquire the Company. These parties included a
diverse selection of REITs, health care providers, operators and
other strategic parties, financial sponsors and non-profit health
organizations.
QCP entered into confidentiality agreements pursuant to which it
provided confidential information to five of the parties contacted.
As a result of these efforts, QCP received the Acquisition
Proposal from the Potential Bidder. No other parties submitted an
acquisition proposal to acquire the Company during the go-shop
period.
After consulting with its financial and legal advisors, QCP's Board
determined that the Acquisition Proposal could reasonably be
expected to lead to a Superior Offer. Therefore, the Potential
Bidder is an "Excluded Party," as defined in the Merger Agreement,
and QCP is permitted, subject to the provisions of the Merger
Agreement, to continue to solicit proposals from, furnish
non-public information to, and engage in further discussions and
negotiations with, the Potential Bidder. Following the expiration
of the go-shop period, QCP became subject to customary "no shop"
provisions other than with respect to the Potential Bidder. The
"no shop" provisions restrict the ability of the Company and its
representatives to solicit alternative acquisition proposals from
third parties or to provide confidential information to third
parties, subject to customary "fiduciary out" provisions.
The Board has not yet determined that the Acquisition Proposal
constitutes a Superior Offer under the Merger Agreement. The
Acquisition Proposal provides that the Potential Bidder will need
to obtain debt financing and is subject to several conditions,
including completion of a due diligence review of QCP and HCR
ManorCare, Inc. and the negotiation of a definitive merger
agreement. There can be no assurance that the Acquisition Proposal
will ultimately result in a Superior Offer, and discussions and
negotiations with the Potential Bidder could terminate at any
time.
The Board has not changed its recommendation and continues to
recommend that QCP's stockholders vote to approve the merger with
Welltower.
Plan Sponsor Agreement
On March 2, 2018, QCP entered into a plan sponsor agreement with
HCR ManorCare ("HCRMC"), HCP Mezzanine Lender, LP, a wholly owned
subsidiary of QCP, and certain lessor subsidiaries of QCP. The
Plan Sponsor Agreement contemplates that, among other things,
pursuant to a prepackaged plan of reorganization of HCRMC under
chapter 11 of the Bankruptcy Code, QCP Purchaser will acquire all
of the issued and outstanding capital stock of HCRMC, in exchange
for the discharge under the Prepackaged Plan of all claims of QCP
against HCRMC and its subsidiaries arising under HCRMC's guaranty
of the Master Lease. On March 4, as required by the Plan Sponsor
Agreement, HCRMC filed a voluntary petition for reorganization
under chapter 11 of the Bankruptcy Code in Delaware bankruptcy
court.
On April 25, 2018, the parties to the Plan Sponsor Agreement
entered into an amendment to the Plan Sponsor Agreement, pursuant
to which QCP consented to HCRMC's entry into an alternative plan
sponsor agreement and alternative restructuring support agreement,
The PSA Amendment makes termination of the Alternative PSA a
condition to the consummation of the transactions contemplated by
the Plan Sponsor Agreement, extends the outside date for the
consummation of the HCRMC Transactions to January 15, 2019, and
makes certain other changes to the terms of the Plan Sponsor
Agreement. If the Alternative PSA is terminated, the Plan Sponsor
Agreement will remain in effect and the parties thereto will be
obligated, subject to the terms and conditions of the Plan Sponsor
Agreement, as amended, to consummate the HCRMC Transactions.
Restructuring Support Agreement
Concurrent with the execution of the Plan Sponsor Agreement, HCRMC,
Carlyle MC Partners, L.P., a Delaware limited partnership, Carlyle
Partners V-A MC, L.P., a Delaware limited Partnership, Carlyle
Partners V MC, L.P., a Delaware limited partnership, CP V
Coinvestment A, L.P., a Delaware limited partnership, CP V
Coinvestment B, L.P., a Delaware limited partnership and MC
Operations Investments, LLC, a wholly owned indirect subsidiary of
QCP -- Initial Restructuring Support Parties -- entered into a
restructuring support agreement, pursuant to which, subject to the
terms and conditions therein, the Initial Restructuring Support
Parties, as owners of common stock of HCRMC, covenanted to, among
other things, support the HCRMC Transactions and the Prepackaged
Plan, and not take any action, directly or indirectly, that could
interfere with the confirmation of the Prepackaged Plan or the
consummation of the HCRMC Transactions. In addition, the Initial
Restructuring Support Parties agreed not to transfer, sell or
pledge their HCRMC common stock or the right to vote unless the
transferee of those shares joins the Restructuring Support
Agreement. All obligations pursuant to the Restructuring Support
Agreement will terminate upon the earlier of the effective date of
the Prepackaged Plan or termination of the Plan Sponsor Agreement.
Welltower/ProMedica Transactions
On April 25, 2018, QCP entered into an agreement and plan of merger
with Welltower Inc. and Potomac Acquisition LLC, a Delaware limited
liability company and a subsidiary of Welltower, pursuant to which
the parties agreed that, subject to the terms and conditions set
forth in the Merger Agreement, Welltower would acquire all of our
outstanding capital stock in an all-cash merger. The Merger is
expected to close in the third quarter of 2018.
In connection with the transactions contemplated by the Merger
Agreement, on April 25, 2018, QCP also entered into an alternative
plan sponsor agreement with HCRMC, ProMedica Health System, Inc.,
Suburban Healthco, Inc. and Meerkat I LLC, pursuant to which the
parties agreed that, subject to the terms and conditions set forth
in the Alternative PSA, ProMedica would acquire all of the newly
issued common stock of HCRMC as part of an alternative plan of
reorganization in connection with HCRMC's ongoing bankruptcy
proceeding.
A report by the Toledo Blade says the deal called for Welltower, a
Toledo, Ohio-based real estate investment trust, to buy QCP for
$20.75 per share in cash. ProMedica would simultaneously buy
ManorCare for $300 million in cash and assume $1.1 billion in
ManorCare debt. ProMedica and Welltower would then form a joint
venture to hold ManorCare’s real estate, which would lease the
property back to ProMedica.
If the Welltower/ProMedica transactions are consummated, the
closing of the transactions contemplated by the Alternative PSA
will immediately precede the closing of the Merger.
Merger Agreement with Welltower
Upon consummation of the Merger, QCP's stockholders will receive
$20.75 in cash for each share of QCP's common stock, plus an
additional right to receive a per share cash payment of $0.006 per
day during the period beginning on August 25, 2018 through the
closing of the Merger.
Each of QCP's and Welltower's obligation to consummate the Merger
is subject to a number of customary closing conditions, including:
(1) approval of the Merger by the holders of a majority of QCP's
outstanding shares of common stock; (2) delivery of a legal opinion
to QCP addressing its qualification as a REIT; (3) material
compliance with covenants; (4) accuracy of each party's
representations, subject to materiality thresholds; (5) absence of
injunctions or orders that prohibit or restrain the consummation of
the Merger; and (6) the closing of the acquisition by ProMedica of
all of the newly issued common stock of HCRMC pursuant to the
Alternative PSA. In addition, the Merger Agreement may be
terminated under certain specified circumstances, including, but
not limited to, (i) a change in the recommendation of QCP's Board
of Directors, (ii) QCP's entrance into an agreement for a superior
offer or (iii) the termination of the Alternative PSA.
Upon termination of the Merger Agreement under specified
circumstances, QCP will be required to pay Welltower a termination
fee of $59.5 million (which amount is reduced to $19.8 million in
certain instances). Upon termination of the Merger Agreement under
certain other specified circumstances, QCP will be entitled to
receive a reverse termination fee of $250 million from Welltower.
QCP has made customary representations and warranties and has
agreed to certain customary covenants in the Merger Agreement,
including, among others, covenants to conduct its business in the
ordinary course and maintain its REIT status.
QCP stockholders will be asked to vote to approve the Merger at a
special meeting of stockholders that will be held on a date yet to
be announced.
Alternative PSA with ProMedica
The Alternative PSA contemplates that, among other things, pursuant
to an amended plan of reorganization of HCRMC under chapter 11 of
the Bankruptcy Code, ProMedica Purchaser will acquire all of the
newly issued common stock of HCRMC, in exchange for a cash
contribution (consisting of either a capital contribution or a
combination of a capital contribution and an unsecured,
subordinated loan in a principal amount not to exceed $550 million)
by ProMedica to HCRMC in an amount sufficient to pay, in full, all
claims in respect of HCRMC's credit facility, dated as of July 17,
2017 with RD Credit, LLC, as administrative agent and collateral
agent, as amended, an agreed deferred rent obligation owed to QCP
in the amount of approximately $440 million -- Agreed Deferred Rent
Obligation -- and a distribution to the holders of HCRMC's existing
preferred and common equity in the amount of $50 million -- Total
Equity Distribution -- each of which will be paid at the closing of
the transactions contemplated by the Alternative PSA. Payment of
these amounts will not increase the Merger Consideration, nor will
the amounts be distributed to QCP's shareholders of record as of
the date of the Merger. If the Alternative PSA is terminated and
instead the HCRMC Transactions are consummated, the Tranche B DRO,
any accrued but unpaid rent under the Master Lease and any other
claims of QCP and its subsidiaries against HCRMC will be discharged
in accordance with the Plan Sponsor Agreement.
The Amended Plan includes these terms, which shall apply if the
transactions contemplated by the Alternative PSA are consummated:
* The Agreed Deferred Rent Obligation owed to QCP will be paid
in full and the balance of our claims against HCRMC will be waived
and released;
* All creditors (including creditors holding claims
subordinated pursuant to section 510(b) of the Bankruptcy Code) of
HCRMC other than QCP will be unimpaired under the Amended Plan;
* Holders of HCRMC's existing preferred and common equity will
receive a portion of the Total Equity Distribution, allocated as
set forth in the Amended Plan; and
* The Amended Plan will include customary releases and
exculpation by HCRMC of the reorganized HCRMC, its current and
former representatives, ProMedica, QCP and certain other parties.
The Alternative PSA contains additional commitments by HCRMC,
ProMedica and QCP relating to the conduct of HCRMC's bankruptcy
case, including for HCRMC to use reasonable best efforts to pursue
entry of a confirmation order by the bankruptcy court confirming
the Amended Plan within 65 days following the date of the
Alternative PSA.
The consummation of the Plan Transactions is subject to certain
conditions, including: (i) the receipt of certain state licensing
approvals with respect to the Plan Transactions; (ii) the entry by
the bankruptcy court of a confirmation order confirming the Amended
Plan; and (iii) no entry of an order by the bankruptcy court
dismissing HCRMC's Chapter 11 case or converting HCRMC's Chapter 11
case into a case under Chapter 7 of the Bankruptcy Code or an order
materially inconsistent with the Alternative PSA, the Amended Plan
or the confirmation order in a manner adverse to ProMedica or QCP.
The obligation of HCRMC to consummate the Plan Transactions is also
conditioned upon compliance by ProMedica in all material respects
with its pre-closing obligations under the Alternative PSA, while
the obligation of ProMedica to consummate the Plan Transactions is
also conditioned upon a court of competent jurisdiction not having
determined that HCRMC has breached in any material respect its
pre-closing obligations under the Alternative PSA.
The Alternative PSA will automatically terminate if the Merger
Agreement is terminated. The Alternative PSA may also be terminated
by QCP if an order confirming the Amended Plan is not entered
within 65 days following the date of the Alternative PSA, the Plan
Transactions have not been consummated by 11:59 p.m. New York City
time on October 12, 2018, or if HCRMC fails to pay such cash and
cash equivalents available to pay all or part of the Reduced Cash
Rent (as defined in the Alternative PSA) after making all transfers
of funds permitted under the Centerbridge Facility, and retaining
such reserves and making such other expenditures that either
HCRMC's chief restructuring officer or board of directors has
determined would be necessary to allow HCRMC to operate in the
ordinary course of business. Either HCRMC or ProMedica may also
terminate the Alternative PSA if the Plan Transactions have not
been consummated by 11:59 p.m. New York City time on October 15,
2018.
The Alternative PSA also contains various other termination rights.
If the Alternative PSA is terminated, the Plan Sponsor Agreement
will remain in effect and the parties thereto will be obligated,
subject to the terms and conditions of the Plan Sponsor Agreement,
as amended, to consummate the HCRMC Transactions.
HCRMC, ProMedica and QCP have made customary representations,
warranties and covenants in the Alternative PSA. ProMedica has
further agreed to reimburse HCRMC for certain restructuring costs
paid from and including May 1, 2018 until the earlier of (i) the
effective date of the Amended Plan or (ii) the date of termination
of the Alternative PSA, in an aggregate amount not to exceed $2
million per calendar month.
Alternative Restructuring Support Agreement
Concurrent with the execution of the Alternative PSA, HCRMC, the
Initial Restructuring Support Parties, ProMedica Parent and MC
Operations Investments, LLC, a wholly owned indirect subsidiary of
QCP, entered into an alternative restructuring support agreement,
pursuant to which, subject to the terms and conditions therein, the
Restructuring Support Parties, as the owners of common stock of
HCRMC and/or the sponsor under the Alternative PSA, covenanted to,
among other things, support the Plan Transactions and the Amended
Plan. In addition, the Restructuring Support Parties agreed not to
transfer, sell or pledge their HCRMC common stock or the right to
vote unless the transferee of those shares joins the Alternative
RSA.
All obligations pursuant to the Alternative RSA will terminate upon
the earlier of the effectiveness of the Amended Plan or the date of
termination of the Alternative PSA and Plan Sponsor Agreement.
About HCR ManorCare
Headquartered in Toledo, Ohio, HCR ManorCare, Inc. --
https://www.hcr-manorcare.com/ -- is a national healthcare provider
that, through certain non-debtor providers, operates a network of
more than 450 locations nationwide across these business segments:
(a) skilled nursing and inpatient rehabilitation facilities (SNFs),
memory care facilities, and assisted living facilities; (b) hospice
and home health care agencies; and (c) outpatient rehabilitation
clinics and other ancillary healthcare and related businesses. The
company has approximately 50,000 employees in full- and part-time
positions.
HCR ManorCare sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Case No. 18-10467) on March 4, 2018, with a
deal in which its landlord, Quality Care Properties Inc., will take
control of the company.
In the petition signed by CRO John R. Castellano, the Debtor
disclosed $4.264 billion in assets and $7.118 billion in
liabilities as of Dec. 31, 2017.
Judge Kevin Gross presides over the case.
HCR ManorCare hired Sidley Austin LLP as bankruptcy counsel; Young,
Conaway, Stargatt & Taylor LLP as Delaware counsel; Moelis &
Company LLC as investment banker; and AP Services LLC as financial
advisor.
Bethesda, Maryland-based Quality Care Properties, Inc. --
http://www.qcpcorp.com/-- is one of the nation's largest actively
managed real estate companies focused on post-acute/skilled nursing
and memory care/assisted living properties. QCP's properties are
located in 29 states and include 257 post-acute/skilled nursing
properties, 61 memory care/assisted living properties, a surgical
hospital and a medical office building.
Goldman, Sachs & Co. LLC and Lazard are financial advisors to QCP.
Wachtell, Lipton, Rosen & Katz is legal advisor to QCP.
HFOTCO LLC: Moody's Rates Proposed $600M Term Loan 'Ba3'
--------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to HFOTCO LLC's
(HFOTCO) proposed $600 million senior secured guaranteed term loan
maturing in 2025.
HFOTCO's Ba3 Corporate Family Rating (CFR) is unaffected by this
action. The outlook is stable.
Assignments:
Issuer: HFOTCO LLC
- Gtd. Senior Secured Bank Credit Facility, Assigned Ba3 (LGD4)
RATINGS RATIONALE
The Ba3 rating on HFOTCO's senior secured credit facility is the
same as the Ba3 CFR. Although the credit facility ranks behind
HOFTCO's $225 million super senior Hurricane Ike bonds in
liquidation preference, the size of the bonds is relatively small.
Accordingly, Moody's believes the Ba3 rating is more appropriate
than what is suggested by Moody's Loss Given Default methodology.
HFOTCO's Ba3 Corporate Family Rating (CFR) reflects its advantaged
location and diverse mix of high-credit quality counterparties that
balance its relatively high standalone leverage and its ownership
by SemGroup Corporation (B2 stable). The company's crude expansion
project, scheduled to be completed in July 2018, should be a
significant driver of EBITDA growth over the next several years.
HFOTCO's 2017 leverage was high, at 7x debt/EBITDA, but should
improve to around 6x by year-end 2018 due to improving earnings
from the crude expansion. However, Moody's expects HFOTCO to pay
out all of its distributable cash flow to SEMGroup.
HFOTCO's stable outlook reflects the consistent nature of the
company's operations and that growth through 2018 can be funded
without a significant increase in debt.
Ratings are unlikely to be upgraded without an upgrade of SEMGroup.
HFOTCO's ratings can be downgraded if its leverage increases above
7.5x Debt/EBITDA level. A downgrade of SemGroup could also lead to
a downgrade of HFOTCO.
Houston, Texas- based HFOTCO is one of the largest providers of
residual fuel and crude oil storage in the US Gulf Coast with
approximately 16.8 million barrels of tankage.
HOUSE OF FLOORS: Taps Furr & Cohen as Legal Counsel
---------------------------------------------------
House of Floors of Palm Beach Inc. seeks approval from the U.S.
Bankruptcy Court for the Southern District of Florida to hire Furr
& Cohen, P.A., as its legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; negotiate with creditors in the preparation of a
bankruptcy plan; and provide other legal services related to its
Chapter 11 case.
The firm charges these hourly rates:
Robert Furr $650
Charles Cohen $550
Alvin Goldstein $550
Alan Crane $500
Marc Barmat $500
Aaron Wernick $500
Jason Rigoli $350
Paralegal $150
Furr & Cohen received a retainer in the sum of $25,000.
Robert Furr, Esq., Furr & Cohen, disclosed in a court filing that
he and his firm do not represent any interest adverse to the Debtor
and its estate.
Furr & Cohen can be reached through:
Robert C. Furr, Esq.
Furr & Cohen, P.A.
2255 Glades Rd #337W
Boca Raton, FL 33431
Tel: (561) 395-0500
Fax: (561) 338-7532
Email: ltitus@furrcohen.com
About House of Floors of Palm Beach
House of Floors of Palm Beach Inc. -- http://www.houseoffloors.com/
-- provides floorcovering installations & cleaning services to both
the commercial and residential industries. The company is based in
Boca Raton, Florida.
House of Floors of Palm Beach filed a Chapter 11 petition (Bankr.
S.D. Fla. Case No. 18-15236) on April 1, 2018. In the petition
signed by Donald Brodsky, president, the Debtor disclosed $1.09
million total assets and $1.73 million total debt. Judge Mindy A.
Mora is the case judge. Robert C. Furr, Esq., at Furr & Cohen, is
the Debtor's counsel.
HRP II LLC: To Pay Real Estate Taxes $4K Each Month Until Aug. 2020
-------------------------------------------------------------------
H.R.P. II LLC amended its disclosure statement to provide that Lake
County Treasurer, which is owed $94,508 for real estate taxes
payable 2018, will be paid $3,937.83 every month starting Aug. 1,
2018, until August 1, 2020, with interest of 12%, for a total
payout amount of $4,410. Lake County Treasurer, which is owed
$24,000 for real estate taxes payable 2019, will be paid as due
bi-annually.
Payments and distributions under the Plan will be funded by the
Debtor's cash on hand and rental income.
A full-text copy of the Amended Disclosure Statement is available
at:
http://bankrupt.com/misc/innb17-21695-139.pdf
About H.R.P. II LLC
H.R.P. II LLC is a limited liability company formed under the laws
of the State of Indiana. Since the year of establishment, it has
been in the business of holding property and leasing to tenants.
H.R.P. II sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. N.D. Ind. Case No. 17-21695) on June 15, 2017. At the time
of the filing, the Debtor estimated assets of less than $1 million
and liabilities of less than $500,000. Judge James R. Ahler
presides over the case. Shaw Fishman Glantz & Towbin LLC is the
Debtor's legal counsel.
IL VALENTINO: Unsecured Creditors to Recoup 25% Over 2 Years
------------------------------------------------------------
Il Valentino Restaurant Inc., a New York Corporation, engaged in
the business of operating a restaurant known as Four Cuts
Steakhouse, filed a Chapter 11 plan of reorganization and
accompanying disclosure statement providing for a 25% recovery to
holders of general unsecured claims.
Class 5 - General Unsecured Claims, with a claimed amount of
$110,765, are impaired. In full satisfaction, release and
discharge of their claims, each holder of an allowed General
Unsecured Claim will be paid their pro rata share of $1,153 in
equal monthly installments, for a period of two years commencing on
the Effective Date. This class will not be paid in full, but will
receive approximately 25% of their allowed claim.
The Debtor's interest holder, Mirso Lekic, will retain his
interests in Debtor, but will contribute the Capital Contribution
which is defined in the Plan as the Interest Holder's payment of
$40,000 ($10,000 on the Effective Date, $10,000 on the six (6)
month anniversary of the Effective Date, $10,000 on the twelve (12)
month anniversary of the Effective Date, and $10,000 on the
eighteen (18) month anniversary of the Effective Date) which, along
with net cash flow generated by the Debtor's post confirmation
operations, will fund the Plan payments to holders of Allowed
Administrative Claims, Priority Claims, and holders of Allowed
Claims in Classes 2, 3, 4, and 5. The interest holder will receive
no distribution under the Plan.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/nysb17-10150-69.pdf
About Il Valentino Restaurant
Il Valentino Restaurant Inc. is engaged in the business of
operating a restaurant known as Four Cuts Steakhouse. Four Cuts
Steakhouse is located at the premises known as and located at 1076
First Avenue, in New York.
Il Valentino Restaurant Inc. sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 17-10150) on Jan. 25,
2017. In the petition signed by Mirso Lekic, president, the Debtor
estimated assets of less than $50,000 and liabilities of less than
$500,000. The case is assigned to Judge Michael E. Wiles. Joel M.
Shafferman, Esq., at Shafferman & Feldman LLP, is the Debtor's
counsel. No committee of creditors, trustee or examiner has been
appointed in the case.
INDUSTRIAL STRENGTH: Taps Iurillo Law Group as Legal Counsel
------------------------------------------------------------
Industrial Strength, Inc. seeks approval from the U.S. Bankruptcy
Court for the Middle District of Florida to hire Iurillo Law Group,
P.A., as its legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; assist in the prosecution of claims; represent the
Debtor in negotiations with its creditors in the preparation of a
plan of reorganization; and provide other legal services related to
its Chapter 11 case.
The hourly rates for the firm's attorneys and paraprofessionals
expected to represent the Debtor range from $75 to $375. Camille
Iurillo, Esq., and Alexander Zesch, Esq., the attorneys who will be
handling the case, charge $375 per hour and $250 per hour,
respectively.
The proposed retainer is $30,000, which includes the filing fee of
$1,717.
Iurillo Law Group is a "disinterested person" as defined in Section
101(14) of the Bankruptcy Code, according to court filings.
The firm can be reached through:
Camille J. Iurillo, Esq.
Alexander Zesch, Esq.
Iurillo Law Group, P.A.
5628 Central Avenue
St. Petersburg, FL 33707
Telephone: (727) 895-8050
Facsimile: (727) 895-8057
Email: ciurillo@iurillolaw.com
Email: azesch@iurillolaw.com
About Industrial Strength Inc.
Industrial Strength, Inc., is a company focused on full-service
audio, video, lighting and custom staging design elements in
support of the live events industry. It also offers wholesale
equipment rentals for the production and audio-visual industry,
along with a small number of specialized products for within the
industry. Its principal place of business is located in Pinellas
County, Florida.
Industrial Strength sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-03704) on May 3,
2018. In the petition signed by Fredrick D. Hadden, president, the
Debtor estimated assets of less than $500,000 and liabilities of
less than $1 million. The Debtor tapped Iurillo Law Group, P.A.,
as its legal counsel.
INTEGRITY LOGISTICS: Taps Weinstein & St. Germain as Legal Counsel
------------------------------------------------------------------
Integrity Logistics, LLC, seeks approval from the U.S. Bankruptcy
Court for the Western District of Louisiana to hire Weinstein & St.
Germain, 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.
Tom St. Germain, Esq., at Weinstein & St. Germain, disclosed in a
court filing that his firm does not represent any interest adverse
to the Debtor.
Weinstein can be reached through:
Tom St. Germain, Esq.
Weinstein & St. Germain, LLC
1414 NE Evangeline Thrwy.
Lafayette, LA 70501
Tel: (337) 235-4001
Fax: (337) 235-4020
Email: svenable@weinlaw.com
About Integrity Logistics
Integrity Logistics, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. La. Case No. 18-50693) on June 4,
2018. At the time of the filing, the Debtor estimated assets of
less than $500,000 and liabilities of less than $500,000. Judge
Robert Summerhays presides over the case. Weinstein & St. Germain,
LLC, is the Debtor's legal counsel.
IRONMAN MERGER: Moody's Assigns B1 CFR, Outlook Stable
------------------------------------------------------
Moody's Investors Service assigned a B1 Corporate Family Rating
(CFR) and B1-PD Probability of Default Rating to Ironman Merger
Sub, LLC. Ironman Merger Sub, LLC will become Sound Inpatient
Physician Holdings, LLC ("Sound") immediately following the $2.2
billion acquisition of the company. Moody's also assigned Ba3 (LGD
3) ratings to Sound's new senior secured first lien credit
facilities and a B3 (LGD 5) rating to the new secured second lien
term loan. The outlook is stable.
Sound will be acquired by Summit Partners and OptumHealth Holdings,
LLC ("OptumHealth") from Fresenius Medical Care AG & Co. KGaA (Baa3
stable). OptumHealth is owned by health insurance company
UnitedHealth Group, Inc. (A3 stable).
Ratings assigned:
Ironman Merger Sub, LLC (to become Sound Inpatient Physician
Holdings, LLC immediately after the acquisition)
Corporate Family Rating at B1
Probability of Default Rating at B1-PD
Senior secured first lien revolving credit facility expiring 2023
at Ba3 (LGD 3)
Senior secured first lien senior secured term loan due 2025 at Ba3
(LGD 3)
Secured second lien term loan due 2026 at B3 (LGD 5)
The rating outlook is stable.
RATINGS RATIONALE
The B1 CFR reflects Sound's moderate scale and high financial
leverage. Moody's expects the company's revenues to grow by
approximately 10% per annum over the 2018-2019 time horizon to $1.4
billion. Moody's estimates that Sound's pro forma adjusted debt to
EBITDA, approximately 7.1 times as of December 31, 2017, will
decline to below 5.5 times over the next 12-18 months. The ratings
are also constrained by the company's business concentration in
hospital medicine. The ratings further reflect Sound's reliance on
profits generated from the Center for Medicare & Medicaid Services'
Bundled Payments for Care Improvement ("BCPI") Initiative.
The rating is supported by the company's leading position as a
provider of hospitalists (i.e. - physicians who work exclusively in
a hospital). It is also supported by Moody's view that Sound is
better aligned with hospitals and payors than many other physician
staffing companies. The rating further reflects that one of Sound's
customers owns a small stake in the company, which Moody's believes
mitigates the risk of contract loss. The rating also reflects the
ownership stake in Sound held by OptumHealth.
The stable outlook reflects Moody's view that Sound will remain a
highly leveraged physician staffing company with a high
concentration within hospital medicine. It also reflects Moody's
expectation that Sound will grow primarily through organic means.
The ratings could be downgraded if the company engages in material
debt-funded acquisitions or shareholder distributions. A downgrade
could also occur if earnings deteriorate or the company sustains
debt/EBITDA above 6.0 times.
The ratings could be upgraded if the company materially grows its
scale and achieves greater business diversification. Additionally,
Sound would need to reduce its debt/EBITDA below 4.5 times and
generate consistently positive free cash flow before Moody's would
consider an upgrade.
Sound Inpatient Physician Holdings, LLC is a physician staffing
company primarily focused on providing hospital medicine. It also
provides services across the acute episode of care including that
for emergency rooms and critical care units. Pro forma revenues are
roughly $1.3 billion. The company is primarily owned by private
equity sponsor Summit Partners and UnitedHealth Group Inc.'s
OptumHealth.
JC PENNEY: Moody's Cuts CFR to B2, Outlook Stable
-------------------------------------------------
Moody's Investors Service downgraded Penney (J.C.) Company, Inc.'s
Corporate Family Rating to B2 from B1. Moody's also affirmed Penney
(J.C.) Corporation, Inc.'s ("the Corporation") senior secured ABL
Revolving Credit Facility at Ba2 and its senior secured term loan
and senior secured notes were affirmed Ba3. The Corporation's
secured second lien notes were downgraded to B3 and its senior
unsecured notes were downgraded to Caa1. The rating outlook is
stable. The company's SGL-1 rating has also been affirmed.
"The downgrade reflects the continued weakness in operating
performance coupled with the uncertainty in its strategic plan
given the recent departure of its CEO", stated Vice President,
Christina Boni. "Although the company has opportunities for further
improvements in merchandising, sourcing and operations as well as
very good liquidity, significant headwinds remain. J.C. Penney must
close the operating performance gap with its department store
peers, as well as manage weak mall traffic and continued market
share gains by off-price and online retailers."
Downgrades:
Issuer: Penney (J.C.) Company, Inc.
- Probability of Default Rating, Downgraded to B2-PD from B1-PD
- Corporate Family Rating, Downgraded to B2 from B1
Issuer: Penney (J.C.) Corporation, Inc.
- Senior Secured 2nd Lien Notes, Downgraded to B3 (LGD4) from B2
(LGD5)
- Senior Unsecured Medium-Term Note Program, Downgraded to (P)Caa1
from (P)B3
- Senior Unsecured Regular Bond/Debenture, Downgraded to
Caa1(LGD5) from B3 (LGD5)
- Senior Unsecured Shelf, Downgraded to (P)Caa1 from (P)B3
Outlook Actions:
Issuer: Penney (J.C.) Company, Inc.
- Outlook, Remains Stable
Affirmations:
Issuer: Penney (J.C.) Company, Inc.
- Speculative Grade Liquidity Rating, Affirmed SGL-1
Issuer: Penney (J.C.) Corporation, Inc.
- Senior Secured Term Loan, Affirmed Ba3 (LGD3)
- Senior Secured ABL Revolving Credit Facility, Affirmed Ba2
(LGD2)
- Senior Secured Regular Bond/Debenture, Affirmed Ba3 (LGD3)
RATINGS RATIONALE
J.C. Penney's credit profile is supported by the company's very
good liquidity profile with total liquidity of approximately $2.0
billion ($181 million of cash and $1.86 billion of undrawn
revolving credit commitments as of May 5, 2018). Moody's expects
the company will generate positive free cash flow of over $150
million over the next 12 months. Debt/EBITDA is estimated to be
around 5.8 times as of fiscal year-end 2018. Although the company
has recovered a portion of its lost market share, recent challenges
suggest that further progress will be at a much slower pace.
Ongoing merchandising and operational efficiencies should support
margins over time. The credit is constrained by the structural
challenges facing the department store segment, which include
market share losses to off-price retailers, weak mall traffic, and
the cost of investments associated with managing consumer
preferences for online shopping.
The stable rating outlook assumes that J.C. Penney will continue
stabilize both sales and operating margins as it prioritizes debt
reduction.
Ratings could be upgraded if the company maintains continued growth
in operating earnings indicating its business initiatives continue
to succeed. Quantitatively ratings could be upgraded if debt/EBITDA
approaches 5.0x times and EBIT/Interest above 1.25x.
Quantitatively ratings could be downgraded if credit metrics were
to weaken such that debt/EBITDA exceeded 6.0x on a sustained basis,
or if the company's very good liquidity profile were to erode.
J.C. Penney Company, Inc. is the holding company of J.C. Penney
Corporation, Inc., a U.S. department store operator headquartered
in Plano, Texas, with about 871 locations in the United States and
Puerto Rico.
JEVIC HOLDING: G. Miller Named Trustee of Estate
------------------------------------------------
George L. Miller was appointed in an asset case as interim
trustee/trustee of the estate of Jevic Holding Corp., according to
a notice filed by the U.S. Trustee.
About Jevic Transportation
Based in Delanco, New Jersey, Jevic Transportation Inc. --
http://www.jevic.com/-- provided trucking services. Two
affiliates -- Jevic Holding Corp. and Creek Road Properties -- have
no assets or operations. Jevic et al. sought Chapter 11 protection
(Bankr. D. Del. Case No. 08-11008) on May 20, 2008.
Domenic E. Pacitti, Esq., and Michael W. Yurkewicz, Esq., at Klehr
Harrison Harvey Branzburg & Ellers, in Wilmington, Del.,
represented the Debtors.
The U.S. Trustee for Region 3 appointed five creditors to serve on
an Official Committee of Unsecured Creditors. Robert J. Feinstein,
Esq., Bruce Grohsgal, Esq., and Maria A. Bove, Esq., at Pachulski
Stang Ziehl & Jones LLP, in Wilmington, Del., represent the
Official Committee of Unsecured Creditors.
Before filing for bankruptcy, the Debtors initiated an orderly
wind-down process. As a part of the wind-down process, the Debtors
ceased substantially all of their business and terminated roughly
90% of their employees. The Debtors continue to manage the
wind-down process in an attempt to deliver all freight in their
system and to retrieve their assets.
When the Debtors sought protection from their creditors, they
estimated assets and debts between $50 million and $100 million.
At Oct. 31, 2010, the Debtor had total assets of $425,000, total
liabilities of $12.2 million, and a stockholders' deficit of $11.8
million.
According to a report by Bankruptcy Law360, the bankruptcy case of
Jevic Holding Corp. will convert to a Chapter 7 liquidation after a
Delaware judge denied approval Monday of the latest proposed
settlement floated by the company and its creditors to dismiss the
case. During a teleconference in Wilmington, U.S. Bankruptcy Judge
Brendan L. Shannon said all parties agree that there is no hope of
ever confirming a Chapter 11 plan and that the debtor's and
committee's joint motion for a structured dismissal of the case was
still opposed.
JOSEPH HEATH: $469K Sale of Alexandria Property to Arbins Approved
------------------------------------------------------------------
Judge Klinette Kindred of the U.S. Bankruptcy Court for the Eastern
District of Virginia authorized Joseph F. Heath's sale of the real
property described as Lot 43, Section 30, of the Kingstown
Subdivision, Tax Map ID #91-4-9-30-43, as found at Deed Book 10067,
Page 149, in the Land Records of the City of Alexandria, Virginia,
and otherwise known as 7206 Lensfield Court, Alexandria, Virginia,
to Todd Arbin and Vivian Arbin for $469,000.
The liens of Nationstar Mortgage, doing business as "Mr. Cooper,"
and the Internal Revenue Service will attach to the proceeds.
The Debtor is authorized and directed to distribute the sale
proceeds as follows:
i. the ordinary and necessary costs of closing and
recordation;
ii. the real property taxes owed to the Court of Alexandria (if
any);
iii. the secured claim of Cooper; and
iv. a $5,000 credit to the Buyers for repairs.
The IRS will then receive the Debtor's on-half share of the
remaining proceeds directly from settlement, less $5,125 reserve
for payment of the U.S. Trustee's Quarterly Fees for the second
quarter of 2018. Should the amount reserved in the Order not be
needed for the payment of those fees, the Debtor is ordered to
remit any surplus directly to the IRS, forthwith.
Upon settlement, the Debtor will promptly prepare and file a Report
of Sale detailing the distribution of the sale proceeds as
described in the Order.
About Joseph F. Heath
Joseph F. Heath sought Chapter 11 protection (Bankr. E.D. Va. Case
No. 07-14107) on Dec. 27, 2007. The Debtor estimated assets in the
range of $0 to $50,000 and $100,001 to $500,000 in debt. The
Debtor tapped Bennett A. Brown, Esq., at The Law Office of Bennett
A. Brown, as counsel.
KADMON HOLDINGS: Proposes Public Offering of Common Stock
---------------------------------------------------------
Kadmon Holdings, Inc., intends to offer and sell shares of its
common stock in a public offering pursuant to an existing shelf
registration statement. The offering is subject to market
conditions, and there can be no assurance as to whether or when the
offering may be completed or as to the actual size or terms of the
offering.
Jefferies LLC is acting as the sole book-running manager for the
offering. H.C. Wainwright & Co., LLC is acting as the lead manager
for the offering. Kadmon intends to grant the underwriters a
30-day option to purchase additional shares of its common stock on
the same terms and conditions as the shares offered in the public
offering.
Kadmon intends to use the net proceeds from the offering for
preclinical and clinical development of its lead product
candidates, discovery, research and preclinical studies of its
other product candidates and for other general corporate purposes.
The securities are being offered pursuant to a shelf registration
statement on Form S-3 that was declared effective by the Securities
and Exchange Commission on Jan. 10, 2018. The offering may be made
only by means of a written prospectus and prospectus supplement
that form a part of the registration statement. A preliminary
prospectus supplement and accompanying prospectus relating to the
offering will be filed with the SEC and will be available on the
SEC's website at www.sec.gov. Copies of the preliminary prospectus
supplement and the accompanying prospectus, when available, may
also be obtained by request at Jefferies LLC, Attention: Equity
Syndicate Prospectus Department, 520 Madison Avenue, 2nd Floor, New
York, NY 10022, or by telephone at (877) 821-7388, or by e-mail at
Prospectus_Department@Jefferies.com.
About Kadmon Holdings
Based in New York, Kadmon Holdings, Inc. -- http://www.kadmon.com/
-- is a biopharmaceutical company engaged in the discovery,
development and commercialization of small molecules and biologics
within autoimmune and fibrotic diseases, oncology and genetic
diseases.
Kadmon Holdings reported a net loss attributable to common
stockholders of $81.69 million in 2017, a net loss attributable to
common stockholders of $230.5 million in 2016, and a net loss
attributable to common stockholders of $147.1 million in 2015. As
of March 31, 2018, Kadmon Holdings had $63.78 million in total
assets, $55.85 million in total liabilities and $7.93 million in
total stockholders' equity.
BDO USA, LLP, in New York, issued a "going concern" qualification
in its report on the consolidated financial statements for the year
ended Dec. 31, 2017, noting that the Company has suffered recurring
losses from operations and expects losses to continue in the future
that raise substantial doubt about its ability to continue as a
going concern.
KII LIQUIDATING: Court Confirms 2nd Amended Plan of Liquidation
---------------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware confirmed on May 2 the second amended Chapter 11 plan
of liquidation filed by KII Liquidating, Inc., f/k/a Katy
Industries, Inc., and its debtor affiliates.
The Debtors, in the Sale Motion, proposed to sell substantially all
of their assets to Jansan Acquisition, LLC as the Stalking Horse
Purchaser, subject to a higher or better offer. The Asset Purchase
Agreement provided for the sale of substantially all of the
Debtors' assets in exchange for assumption of the outstanding
obligations under the First Lien Credit Facility, credit bid of the
obligations under the DIP Facility, credit bid of the outstanding
debt under Second Lien Credit Facility, assumption of ordinary
course post-petition pre-Closing liabilities to the extent not paid
through the post-petition financing, assumption of certain "Assumed
Liabilities," including claims up to $200,000, and funding of a
"Wind-Down Reserve" of $765,000. Alternatively, the Debtors' bid
procedures provided that if another qualified bid was received by
the July 12, 2017, bid deadline, then an auction for the Debtors'
assets would be conducted. On July 12, 2017, the Debtors filed the
Notice of Successful Bidder and Cancellation of Auction, which
stated that no other qualified bids had been received by the bid
deadline, no auction, would occur, and the Debtors, deemed Jansan
to be the successful bidder. The Sale closed on July 21, 2017.
Classes 4A-N consist of the general unsecured claims. Except to the
extent that a holder of an allowed general unsecured claim has
agreed to a different treatment of such claim, and only to the
extent that any such allowed general unsecured claim has not been
paid by any applicable Debtor prior to the Effective Date or
assumed by the purchaser under the Asset Purchase Agreement and/or
the Sale Order, each holder of an allowed general unsecured claim
will receive its pro rata share of the net distributable assets.
Estimated recovery for general unsecured claimants is 11.044%.
The plan proponents believe the plan satisfies the feasibility test
because it provides for the satisfaction of all administrative and
priority claims on the Effective Date, and for the retention by the
Plan administrator of sufficient cash to wind down the chapter 11
cases. As a result, no additional liquidation or financial
reorganization of the Debtors will be necessary.
On April 23, 2018, the Committee filed a Second Amended Plan and a
proposed form of Plan Confirmation Order, which resolved some, but
not all, objections and informal responses to the Plan. As of the
commencement of the Hearing, the formal objections of David Feldman
and the Internal Revenue Service to confirmation of the Plan had
not been resolved, and U.S. Trustee's comments to the form of Plan
Confirmation Order had not yet been implemented. At the request of
the Debtors and the Committee, the Court adjourned the Hearing to
May 2, 2018, to provide the parties more time to reach a consensual
resolution of issues relating to confirmation of the Plan.
Following the adjournment, counsel for the Debtors, the Committee,
and Mr. Feldman negotiated language for the Plan Confirmation Order
that resolved Mr. Feldman's objection to confirmation. Counsel for
the Debtors, the Committee, and the IRS also negotiated an addition
to the Plan Confirmation Order to resolve the IRS's objection to
confirmation.
A full-text copy of the First Amended Disclosure Statement is
available at:
http://bankrupt.com/misc/deb17-11101-611-1.pdf
A redlined version of the Second Amended Disclosure Statement is
available at:
http://bankrupt.com/misc/deb17-11101-630.pdf
A full-text copy of the Confirmation Order is available at:
http://bankrupt.com/misc/deb17-11101-655.pdf
About Katy Industries
Katy Industries, Inc. -- http://www.katyindustries.com/-- a
publicly traded Delaware corporation, and its wholly-owned direct
and indirect subsidiaries were organized as a Delaware corporation
in 1967. The Company is a well-known manufacturer, importer, and
distributor of commercial cleaning and consumer storage products as
well as a contract manufacturer of structural foam products. It
distributes its products across the United States and Canada. It
is best known for such brands as Continental, Huskee, Color Guard,
Wilen, Muscle Mop, Contico, Tuffbin, and SilverWolf, among many
others.
The Company operates three manufacturing facilities located in
Jefferson City, Missouri, Tiffin, Ohio, and Fort Wayne, Indiana,
with its corporate headquarters located in St. Louis, Missouri.
Katy Industries, Inc., and its affiliates filed a voluntary
petition for relief under the Bankruptcy Code (Bankr. D. Del. Lead
Case No. 17-11101) on May 14, 2017. In the petition signed by CRO
Lawrence Perkins, Katy Industries disclosed $821,321 in assets and
$58,421,346 in liabilities.
Stuart M. Brown, Esq., at DLA Piper LLP (US), is the Debtors'
bankruptcy counsel. JND Corporate Restructuring is the claims and
noticing agent.
M.J. Renick & Associates LLC has been appointed by the Court as fee
examiner.
On July 31, 2017, the Office of the U.S. Trustee formed a committee
of retirees. The Retirees' Committee retained Womble Carlyle
Sandridge & Rice, LLP, as legal counsel.
LE GRAND NYC: Unsecured Creditors to Recoup 25% Over 2 Years
------------------------------------------------------------
Le Grand NYC, a New York Corporation engaged in the business of
operating a restaurant known as Il Valentino Osteria, filed a
Chapter 11 plan of reorganization and accompanying disclosure
statement which provides for 25% recovery to holders of general
unsecured claims.
Class 5 - General Unsecured Claims, in the claimed amount of
$244,208, are impaired. In full satisfaction, release and
discharge of their claims, each holder of an allowed General
Unsecured Claim will be paid their pro rata share of $2,543.83 in
equal monthly installments for a period of two years commencing on
the Effective Date. This class will not be paid in full, but will
receive approximately 25% of their allowed claim.
The Debtor's interest holder, Mirso Lekic, will retain his
interests in Debtor, but will contribute the Capital Contribution
which is defined in the Plan as the Interest Holder s payment of
$60,000 ($30,000 on the Effective Date, $10,000 on the 6-month
anniversary of the Effective Date, $10,000 on the 12-month
anniversary of the Effective Date, and $10,000 on the 18-month
anniversary of the Effective Date) which, along with net cash flow
generated by the Debtor's post- confirmation operations, will fund
the Plan payments to holders of Allowed Administrative Claims,
Priority Claims, and holders of Allowed Claims in Classes 2, 3, 4,
and 5. The interest holder will receive no distribution under the
Plan.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/nysb17-10151-39.pdf
About Le Grand NYC
Le Grand NYC Inc. is a New York corporation engaged in the business
of operating a restaurant known as Il Valentino Osteria. Il
Valentino Osteria is located at the premises known as and located
at 1078 First Avenue, in New York.
Le Grand NYC Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 17-10151) on Jan. 25,
2017. In the petition signed by Mirso Lekic, president, the Debtor
estimated assets of less than $50,000 and liabilities of less than
$500,000. SHAFFERMAN & FELDMAN LLP is the Debtor's counsel.
LEHMAN BROTHERS: Credit Suisse Agrees to Reduced $385M Claim
------------------------------------------------------------
Credit Suisse AG has reached an agreement with Lehman Brothers
Holdings Inc. and certain of its subsidiaries to resolve legacy
claims from 2009. The claims relate to terminated derivatives
transactions between the two parties. Under the agreement, Credit
Suisse's claims will be allowed in the Lehman bankruptcy in the
total amount of US$385 million.
The agreement remains subject to court approval. A hearing on the
settlement in U.S. Bankruptcy Court for the Southern District of
New York is scheduled for June 27, 2018 at 2:00 p.m. (Prevailing
Eastern Time). Objections are due June 20, 2018 at 4:00 p.m.
(Prevailing Eastern Time).
Andrew J. Rossman, Esq., at Quinn Emanuel Urquhart & Sullivan, LLP,
counsel to Lehman, explained in U.S. court filings that under the
Settlement Agreement, certain claims asserted by the Credit Suisse
entities against the Lehman subsidiaries as primary obligors --
Non-Guarantee Claims -- will be reduced by an aggregate amount of
approximately $797 million, to an aggregate allowed amount of
$385,000,000. Certain asserted by the Credit Suisse Entities
against LBHI -- Guaranty Claims -- will be reduced by $789 million
to an aggregate allowed amount of $363,660,000.
The Lehman Entities and the CS Entities will dismiss the
Derivatives Litigation and execute broad general releases.
Derivatives Litigation
Subsequent Lehman's collapse and bankruptcy filing on Sept. 15,
2008, Credit Suisse, and other related entities filed numerous
proofs of claim against the Lehman Entities, including Proof of
Claim numbers 22843, 22813, 22854, 22852, 22828, 22815, 22853,
22841, 22856, 22848, 22849, 22847, 22842, 22812, 22821, and 22820
(each such claim a "CS Claim" and collectively the "CS Claims"):
(a) in net amounts totaling approximately $1.18 billion against
the Lehman Subsidiaries as primary obligors, based on tens of
thousands of derivatives trades; and
(b) in the same amounts against LBHI as guarantor.
On November 6, 2013, the Lehman Entities commenced an adversary
proceeding and claims objection in the Bankruptcy Court against the
CS Entities, captioned Lehman Brothers Holdings Inc., et al. v.
Credit Suisse, et al., (In re Lehman Brothers Holdings Inc.), Adv.
No. 13-01676.
On March 17, 2017, Plaintiffs filed their Amended Adversary
Complaint and Objection to Claims, Adv. No. 13-01676 in the
Derivatives Litigation. Pursuant to the Amended Complaint,
Plaintiffs, among other things, challenge the amount of the CS
Claims and seek damages, as well as statutory interest under New
York law and other costs and fees.
The Defendants filed an answer to the Amended Complaint, dated
March 31, 2017, Adv. No. 13-01676, denying all of Plaintiffs'
claims.
On April 28, 2017, Proof of Claim numbers 22812 and 22841 were
expunged. On August 11, 2017, Proof of Claim number 22847 was
expunged, and Proof of Claim number 22849 was purchased by LBHI.
The Parties engaged in extensive fact and expert discovery over the
course of more than four years. Party and third-party productions
totaled over 28 million pages of documents and electronic files,
seven expert witnesses provided expert reports, and nearly 100
witnesses gave deposition testimony in the case, including more
than 30 days of corporate testimony.
On May 25, 2018, following months of ongoing settlement
discussions, the Parties reached an agreement in principle to
resolve the Derivatives Litigation, the terms of which are embodied
in the Settlement Agreement.
"Here, the Settlement Agreement will benefit the Lehman Entities,
their estates, and their creditors. First, the Settlement
Agreement will result in the reduction of the Non-Guarantee Claims
by approximately $797 million in aggregate and of the Guarantee
Claims by approximately $789 million. The Plan Administrator has
determined, in the exercise of its business judgment, the Allowed
Amount is a reasonable in light of the complexities of the
litigation, the vigorous way in which the CS Entities have pursued
each of their claims, the attendant risks and the likely costs of
litigating the Derivatives Litigation to finality. Second, entry
into the Settlement Agreement will avoid future disputes and
litigation, including what could be protracted appeals, concerning
the Derivatives Litigation. Third, entry into the Settlement
Agreement will make cash held as reserves against the Settled
Claims available for distribution to other creditors of the Lehman
Entities," Mr. Rossman said.
US$70M Impact
Credit Suisse said in a statement that, based on the terms of the
agreement, it expects a non-material PnL impact of approximately
US$70 million within its Strategic Resolution Unit (SRU). This
amount is consistent with its existing SRU guidance for 2018 and as
such will not have a material impact to the bank.
Credit Suisse said it remains on track with the wind down of its
SRU division by end of 2018.
About Lehman Brothers
Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the
fourth largest investment bank in the United States. For more than
150 years, Lehman Brothers has been a leader in the global
financial markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.
Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition
disclosed US$639 billion in assets and US$613 billion in debts,
effectively making the firm's bankruptcy filing the largest in U.S.
history. Several other affiliates followed thereafter.
Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC
sought for bankruptcy protection in December 2009.
The Debtors' bankruptcy cases were assigned to Judge James M. Peck.
Judge Shelley Chapman took over the case after Judge Peck retired
from the bench to join Morrison & Foerster.
A team of Weil, Gotshal & Manges, LLP, lawyers led by the late
Harvey R. Miller, Esq., serve as counsel to Lehman. Epiq
Bankruptcy Solutions serves as claims and noticing agent.
Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, served
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., served as the
Committee's investment banker.
On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant to
the provisions of the Securities Investor Protection Act (Case No.
08-CIV-8119 (GEL)). James W. Giddens was appointed as trustee for
the SIPA liquidation of the business of LBI. He is represented by
Hughes Hubbard & Reed LLP.
The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion. Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees. Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.
Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history. The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.
* * *
As of March 2018, the trustee for LBI has made sixth interim
distributions in the aggregate amount of at least $9 billion. The
distributions bring total general unsecured creditor claim
recoveries to 39.75%, an achievement far in excess of any
reasonable expectation during the midst of Lehman's collapse and
the financial crisis of the Great Recession. As of March 31, 2018,
the Trustee has allowed or settled 4,813 general creditor claims
with an aggregate asserted amount of $70.1 billion for an allowed
amount of $22.9 billion.
As for LBHI, following the 15th distribution announced by the team
winding down LBHI in March 2018, Lehman's total distributions to
unsecured creditors will amount to approximately $124.6 billion.
The actual distributions to bondholders are already way above the
projected recovery 21 cents on the dollar when Lehman's bankruptcy
plan went into effect in early 2012.
LEON GOORUM: $1.3M Sale of Atlanta Property to Browne Denied
------------------------------------------------------------
Judge Austin E. Carter of the U.S. Bankruptcy Court for the Middle
District of Georgia denied Leon Goorum's sale of 28 developed lots
and 10 townhomes within the Notting Hill at Arlington subdivision
located along County Line Road near Campbellton Road in Atlanta,
Georgia to Tobias Browne for $1,325,000.
A hearing on the Motion was held on May 22, 2018.
Although the Property appears to be included on the Debtor’s
Schedule A/B, under the Sale Motion and the related Purchase and
Sale Agreement attached as an exhibit thereto, Anchor Partners, LLC
and Notting Hill, LLC are described as the owners of the Property.
The Sale Motion does not suggest or indicate that Anchor Partners
or Notting Hill filed for relief under the Bankruptcy Code, and the
Court is unaware of any such filings. The Sale Motion also
indicates that the Debtor is the owner of Anchor Partners and
Notting Hill.
Under Georgia law, a member of a limited liability company does not
have any interest in limited liability property -- that is property
owned solely in the name of the limited liability company.
Consequently, an individual debtor's bankruptcy estate has no
interest in real or personal property owned by his or her limited
liability company. This is the case even where the debtor is the
sole member of the limited liability company. Section 363(b) of
the Bankruptcy Code applies only to property of the debtor's
estate. It does not apply to property owned by a nondebtor, even
if the debtor owns all of the equity in the nondebtor.
Given that the Property is owned by nondebtors Anchor Partners and
Notting Hill, the Property is not property of the Debtor's
bankruptcy estate under Section 541 and, therefore, is not subject
to being sold under Section 363(b). For these reasons, the Sale
Motion is denied. The Order should not be construed to limit or
prohibit the sale of the Property in accordance with state laws, or
the distribution of the related sale proceeds in accordance with
such laws.
Leon Goorum sought Chapter 11 protection (Bankr. M.D. Ga. Case No.
17-51416) on July 5, 2017.
LIVINGSTON INT'L: S&P Affirms B- Corp Credit Rating, Outlook Stable
-------------------------------------------------------------------
S&P Global Ratings said it affirmed its 'B-' long-term corporate
credit rating on Livingston International Inc. The outlook is
stable.
S&P Global Ratings also affirmed its 'B-' issue-level rating, with
a '4' recovery rating, on Livingston's first-lien debt. A '4'
recovery rating indicates our expectation of average (30%-50%;
rounded estimate 45%) recovery in default. In addition, S&P Global
Ratings affirmed its 'CCC' issue-level rating, with a '6' recovery
rating, on the company's second-lien debt. A '6' recovery rating
indicates our expectation of negligible (0%-10%; rounded estimate
0%) recovery in default.
Finally, S&P Global Ratings revised its capital structure
assessment on Livingston to negative from neutral.
S&P said, "The affirmation reflects our view that Livingston should
generate improving operating results over the next two years, led
by stabilization in the company's U.S. brokerage business and
steady trade growth. We expect the company to improve its EBITDA to
at least C$75 million in 2018 from a combination of organic revenue
growth, efficiency gains, and the elimination of some one-time
costs it incurred in 2017. We believe Livingston has largely
addressed the operating disruptions at its U.S. brokerage business
related to U.S. regulatory reform that had contributed to lost
market share and weak financial performance in the past couple of
years. In our view, stronger prospective earnings and cash flow
should enable the company to refinance its debt well in advance of
maturity.
"The stable outlook reflects our expectation that positive annual
organic revenue growth of 2%-3% and improving adjusted EBITDA
margins should contribute to positive FOCF and adjusted FFO cash
interest coverage of 1.5x-1.7x over the next couple of years. The
outlook also incorporates our view that improving long-term growth
prospects for Livingston should enable it to refinance its term
loan debt maturing in the first half of 2020.
"We could lower our ratings within the next 12 months if revenue
growth and adjusted EBITDA margins trend below our expectations,
potentially contributing to negative FOCF and adjusted FFO-to-cash
interest coverage below 1.5x. This scenario could reduce the
likelihood that Livingston will be able to refinance its debt due
in the first half of 2020 and lead us to conclude that the
company's financial commitments are unsustainable.
"We could raise our ratings on Livingston if adjusted FFO-to-cash
interest coverage increases above 2.5x and the company pushes out
the maturity profile of its debt, thereby reducing its refinancing
risk. This could occur if 2018 adjusted EBITDA increases to more
than C$100 million contributing to stronger-than-expected FOCF and
lower debt levels."
LOCKWOOD HOLDINGS: $14M Sale of Aviation's Legacy 500 Approved
--------------------------------------------------------------
Judge David R. Jones of the U.S. Bankruptcy Court for the Southern
District of Texas authorized Lockwood Holdings, Inc. and certain of
its affiliates to sell LH Aviation, LLC's Embraer Executive
Aircraft "Legacy 500" aircraft, Serial No. 55000007, FAA
registration N424ML, together with two Honeywell HTF7500E engines
bearing Serial Nos. P131124 and P131125, and one Honeywell GTCP
36-150 auxiliary power unit bearing Serial No. P112, together with
avionics, components, parts, accessories and other equipment
installed therein, and complete and original aircraft and engine
logbooks, maintenance records, manuals and other records, specific
thereto that are in the Sellers possession, for $14 million.
The sale of the Aircraft will be free and clear of all liens,
claims and encumbrances (including the liens and claims of WFEF,
Wells Fargo, Harris County and the Aircraft Leases), with such
liens, claims and encumbrances attaching to the proceeds of such
sale. Neither World Fuel nor any counter-party to the Aircraft
Leases will receive any of the sale proceeds of the Aircraft. To
the extent Harris County has a tax lien on the Aircraft securing
payment of any 2018 taxes accruing after the Closing Date, the sale
will not be free and clear of such 2018 tax lien.
The Debtors will segregate the sum of $283,000 from the sale
proceeds of the Aircraft with the liens and claims of Harris
County, WFEF and Wells Fargo attaching to such proceeds with the
same validity, extent and priority as had attached to the Aircraft
immediately prior to such sale. The Debtors will hold such
segregated sale proceeds pending further order of the Court.
The Debtors are also authorized to pay the broker's fee in the
amount of $280,000 plus reasonable out-of-pocket expenses not to
exceed the sum of $15,000 to jetAVIVA pursuant to the terms of the
jetAVIVA Retention Order from the sale proceeds of the Aircraft at
Closing.
The Debtors are also authorized to incur and pay from the sale
proceeds of the Aircraft at Closing (i) such other amounts as set
forth in the APA and the Aircraft Sale Transaction including, but
not limited to, the cost to install and activate the ADS-B Out
DO-260B system on the Aircraft in compliance with Embraer Service
Bulletin 550-34-0002 Rev7, and (ii) any taxes (excluding taxes
owing to Harris County) relating to the Aircraft.
After the payment of all other amounts authorized by the Order, the
receipt by WFEF of the net sale proceeds from the Aircraft Sale
Transaction at Closing, including any remaining segregated proceeds
determined by further order of the Court not to be due and owing to
Harris County, will be in full and final satisfaction of the WFEF
Liens, the Aircraft Loan and any pre-petition or post-petition
claims of WFEF and Wells Fargo regarding or relating to the
Aircraft.
Except to the extent expressly modified pursuant to the terms of
the Order, the Aircraft Sale Transaction will be subject to the
terms and conditions of the Court's Stay Relief Order. In the
event of any conflict between the terms of the Order and the terms
of the Stay Relief Order, the terms of the Order will control. To
the extent any proceeds are paid to Wells Fargo on account of its
liens, such payments are without prejudice to the rights of the
Committee, if any, to object to the amount of Wells Fargo's claim,
to seek to avoid such liens, and to recover those payments.
Pursuant to sections 105(a) and 365 of the Bankruptcy Code, the
Debtors are authorized and directed to assume and assign the
Warranty/Maintenance Contracts to the Purchaser upon the Closing of
the transactions, free and clear of all liens, claims and
encumbrances. Since there are no cure costs owing by the Purchaser
to the counter-parties to the Warranty/Maintenance Contracts and
the Order (a) Purchaser has cured all monetary defaults existing
thereunder as of the Closing Date; (b) compensated the
counter-parties to the Warranty/Maintenance Contracts for any
actual pecuniary loss resulting from such default; and (c) together
with the assumption of the Warranty/Maintenance Contracts by the
Debtors and the assignment of the Warranty/Maintenance Contracts to
the Purchaser, constitutes adequate assurance of future performance
thereof.
With the exception of the 2018 tax lien securing payment of any
2018 taxes accruing after the Closing Date, if any, held by Harris
County, upon consummation of the Aircraft Sale Transaction, all
persons and entities holding liens, claims, interests, or
encumbrances of any kind or nature with respect to the Aircraft are
hereby forever barred and permanently enjoined from asserting such
liens, claims, interests and encumbrances of any kind or nature
against the Aircraft, the Debtors, or the Purchaser, or their
respective successors, assigns, or affiliates.
Pursuant to sections 105 and 362(d)(1) of the Bankruptcy Code, the
automatic stay of section 362 of the Bankruptcy Code is hereby
modified to the extent necessary to enable the Debtors and the
Purchaser to perform under the APA.
The Order will be effective immediately, and not stayed under any
provision of the Bankruptcy Code or any Bankruptcy Rule.
About Lockwood Holdings
Lockwood Holdings, Inc. -- https://www.lockwoodint.com/ -- is a
privately owned company headquartered in Houston, Texas, that
offers carbon steel pipe, carbon steel fittings & flanges,
stainless steel pipe, stainless steel fittings & flanges, valves,
valve automation, and engineered products. The company also
provides services from MRO (maintenance, repair and operations) to
large-scale projects, including design, engineering, automation,
production, QA/QC, documentation, inspection, expedition and field
service. Other in-house capabilities include light manufacturing
and machining, modification, repair and NDE testing.
Lockwood Holdings, Inc., sought Chapter 11 protection (Bankr. S.D.
Tex. Case No. 18-30197) on Jan. 18, 2018. Its affiliates LH
Aviation, LLC (Bankr. S.D. Tex. Case No. 18-30198) and Piping
Components, Inc. (Case No. 18-30199) filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code on Jan. 24, 2018.
The cases are jointly administered and are pending before Judge
David R Jones.
In the petitions signed by CEO Michael F. Lockwood, Lockwood
Holdings estimated assets in the range of $10 million to $50
million and $50 million to $100 million in debt. LH Aviation and
Piping Components estimated their assets in the range of $0 to
$50,000 and $50 million to $100 million in debt.
The Debtors tapped Jason S. Brookner, Esq., at Gray Reed & McGraw
LLP as counsel, and Spagnoletti & Co. as their special litigation
counsel. Imperial Capital, LLC, is the Debtors' investment banker.
jetAVIVA, LLC, is the aircraft broker.
The U.S. Trustee appointed an official committee of unsecured
creditors. The Committee tapped McKool Smith, P.C., as its legal
counsel, and Stout Risius Ross, LLC, as financial advisor.
LOCKWOOD HOLDINGS: Wants to Close Embraer Aircraft Sale by July 6
-----------------------------------------------------------------
BankruptcyData.com reported that Lockwood International filed with
the U.S. Bankruptcy Court a second stipulation and agreed order
extending the deadline to consummate the sale of certain Embraer
Aircraft. The stipulation notes, "Debtors' court appointed aircraft
broker, jetAVIVA, has been actively marketing the Aircraft
Collateral for the benefit of Debtors' bankruptcy estates. The
Court entered its Stipulation and Agreed Order Extending the
Deadline to Consummate the Sale of a Certain Embraer Aircraft on
May 4, 2018, extending the closing deadline through and including
June 6, 2018, without prejudice to further agreed extensions
between the Parties or Debtors seeking a further extension of the
Closing Deadline from the Court. Debtors and the prospective
purchaser of the Aircraft Collateral need additional time to
address certain issues, to conduct inspections and to take other
actions to consummate the sale. Debtors and WFEF have agreed to
extend any deadline to consummate the sale of the Aircraft
Collateral as set forth below. Now, Therefore, in consideration of
the foregoing recitals, which are incorporated into this
Stipulation and Agreed Order, the Parties hereby stipulate and
agree as follows: As authorized pursuant to the terms of the Stay
Order, Debtors and WFEF hereby agree and stipulate that the Closing
Deadline is hereby extended through and including July 6, 2018,
without prejudice to further agreed extensions between the Parties
or Debtors seeking a further extension of the Closing Deadline from
the Court."
About Lockwood Holdings
Lockwood Holdings, Inc. -- https://www.lockwoodint.com/ -- is a
privately owned company headquartered in Houston, Texas, that
offers carbon steel pipe, carbon steel fittings & flanges,
stainless steel pipe, stainless steel fittings & flanges, valves,
valve automation, and engineered products. The company also
provides services from MRO (maintenance, repair and operations) to
large-scale projects, including design, engineering, automation,
production, QA/QC, documentation, inspection, expedition and field
service. Other in-house capabilities include light manufacturing
and machining, modification, repair and NDE testing.
Lockwood Holdings, Inc., LH Aviation, LLC, and Piping Components,
Inc., sought Chapter 11 protection (Bankr. S.D. Tex.) on Jan. 18,
2018. Lockwood International, Inc., Lockwood Enterprises, Inc.,
LMG Manufacturing, Inc., and 7807 Eagle Lane, LLC, also filed
voluntary Chapter 11 petitions on Jan. 24, 2018. The Debtors'
cases are jointly administered under Lead Case No. 18-30197. The
case is assigned to David R. Jones.
The Debtors estimated assets of $50 million to $100 million and
liabilities of $100 million to $500 million.
The Debtors tapped Jason S. Brookner, Esq., and Lydia R. Webb,
Esq., at Gray Reed & McGraw LLP as counsel, and Spagnoletti & Co.
as special litigation counsel. Imperial Capital, LLC, is the
Debtors' investment banker. Rust Consulting/Omni Bankruptcy acts
as the Debtors' claims, noticing, and solicitation agent.
The U.S. Trustee has appointed an official committee of unsecured
creditors. McKool Smith, P.C., is the Committee's legal counsel.
Stout Risius Ross, LLC, serves as financial advisor to the
Committee.
MAC CHURCHILL: Proposes $6M Private Sale of All Assets
------------------------------------------------------
Mac Churchill, Inc. asks the U.S. Bankruptcy Court for the Northern
District of Texas to authorize the private sale of substantially
all assets to North Fort Worth Dealership Acquisition, LP and/or
its Assigns for $6 million.
The Debtor owns and operates a franchised Acura automobile
dealership in Fort Worth, Texas. The Dealership includes the sale
of new and used automobiles and the service and repair of
automobiles. It is operated pursuant to a sales and service dealer
agreement with American Honda Motor, Inc. - Acura Division.
In late 2017 and the beginning of 2018, the Debtor began efforts to
market the Dealership for sale. Marketing the dealership of a
specific established brand is different from marketing other
businesses in that the Dealership operates under a Dealership
Agreement. In order for a Dealership Agreement to be assigned to a
buyer, the purchaser must be vetted and approved by Honda. The
approval process with Honda is strict and can be extremely time
consuming.
By the middle of March, the Debtor had received two letters of
intent, one from the Buyer. Following numerous conversations and
analysis of the two offers, the offer proposed by the Buyer was
accepted by the Debtor and the proposed Asset Purchase Agreement,
dated as of March 14, 2018, was negotiated and executed. The
Debtor conducted a thorough and robust sales process prior to
accepting the APA.
The salient terms of the APA are:
a. Customer Lists, Records and Goodwill: The Purchaser will
purchase from the Seller the Customer Lists, Records and Goodwill
for the aggregate amount of $4 million;
b. New Cars: The Purchaser will purchase all New Cars from the
Seller at Dealer Net, less the cost of damages to any New Car which
has not been repaired. Any Car, which would otherwise be a New
Car, but which has more than 2,500 miles on its odometer or does
not satisfy all requirements to be a New Car, would be purchased,
if at all, in the same manner as a Used Car unless such New Car
qualifies as a Demonstrator, in which case such New Car will be
treated as a Demonstrator;
c. Demonstrators: The Purchaser will purchase up to 10 of the
Seller's Demonstrators at the Seller's Dealer Net, less the cost of
damages to any Demonstrator which has not been repaired. For each
Demonstrator that is purchased by Purchaser from the Seller, there
will be a deduction of $.25 per mile for each mile on its odometer
up to, but not more than 5,500 miles. Any Demonstrator with more
than 5,500 miles, or more than $1,000 in damage whether or not
repaired, will be purchased, if at all, in the same manner as a
Used Car;
d. Rental and Loaner Vehicles: The Purchaser will purchase the
Seller's Rental and Loaner Vehicles at the prices set forth in the
First Amendment to the Asset Purchase Agreement;
e. Used Cars: The Seller and the Purchaser will attempt to
agree upon a price for each Used Car. To the extent that Seller
and Purchaser can mutually agree to the value and price for any
Used Car, the Purchaser would purchase such Used Car at the agreed
upon price. To the extent that Seller and Purchaser cannot reach
an agreement with regard to the price for any Used Car, the Seller
will keep such Used Car and Purchaser will have no obligation to
purchase such Used Car;
f. Genuine Manufacturer Parts; Non-Manufacturer Acura Parts;
Miscellaneous Inventories; Fixed Assets: The Purchaser will
purchase all of the Seller's Genuine Manufacturer Parts,
Non-Manufacturer Acura Parts; Miscellaneous Inventories and Fixed
Assets for the aggregate amount of $2 million, subject to the
provisions of Section 1.3, as amended by the 1st Amendment;
g. Work-In-Process: the Purchaser will purchase all of the
Seller's Work-In-Process as of the Closing Date at the Seller's
internal cost for the work actually performed and parts actually
installed as of the date of Closing with no profit allocated to
such Work in Process; and
h. New Car Deposits and Used Car Deposits: All New Car
Deposits and Used Car Deposits (for those Used Cars purchased by
Purchaser) will be transferred to the Purchaser by the Seller.
A copy of the APA attached to the Motion is available for free at:
http://bankrupt.com/misc/Mac_Churchill_7_Sales.pdf
The Debtor also asks to sell the Acquired Assets free and clear of
all liens, claims, encumbrances, and other interests. It submits
that the proposed private sale of the Acquired Assets is
appropriate in light of the facts and circumstances of the Chapter
11 Case. Specifically, and as more fully described in the Motion
and in the First Day Declaration, given that the Acquired Assets
have already been marketed, the Debtor believes that the
probability that a competing bidder will emerge with a higher and
better offer that can close within the necessary time frame to
allow the Dealership to continue as a going concern is extremely
low; that extreme probability which would likely result in the
Dealership closing its doors does not justify incurring the costs
and risks associated with a delay of the sale.
The Debtor asks that at closing of the sale proceeds from the sale
be used to pay: (1) any outstanding liens in existence with respect
to customer trade-in-cars which have not been paid off, estimated
at not more than $1 million; (2) $250,000 to Bonds Ellis Eppich
Schafer Jones LLP to be held in trust; (3) any outstanding sales
taxes and registration fees collected from customers, but which
have yet to be remitted to the appropriate state agencies such that
the customers can secure good title to their vehicles, estimated at
not more than $250,000; (4) payment of any escrow and title fees;
and (5) the remainder being paid to Ally in partial satisfaction of
its secured claim.
To preserve the value of the Acquired Assets and limit the costs of
administering and preserving such assets, it is critical that the
Debtor promptly and xpeditiously close the Sale, and assume and
assign the Franchise Agreement, as soon as possible after all
closing conditions have been met or waived. Accordingly, the
Debtor asks that the Court waives the 14-day stay period under
Bankruptcy Rule 6006(d).
The Purchaser:
Jason Hiley
3535 West Loop 820 South
Fort Worth, TX 76116
E-mail: jason@hileycars.com
The Purchaser is represented by:
Daniel J. Hoops, Esq.
SHACKELFORD, BOWEN, MCKINLEY & NORTON, LLP
9201 N. Central Expressway, Fourth Floor
Dallas, TX 75231
Facsimile: (214) 780-1401
E-mail: dhoops@shackelfordlaw.net
About Mac Churchill
Mac Churchill, Inc., doing business as Mac Churchill Acura --
https://www.macchurchill.com/ -- is a family-owned and operated
dealership offering new and pre-owned vehicles. The company serves
Denton, Arlington, Dallas, Irving, and Grapevine drivers from its
Fort Worth, Texas location. Mac Churchill also provides a number
of complimentary services, including a first-time oil change for
new car buyers, shuttle transportation within five miles, and a
loaner vehicle for repairs over two hours.
Mac Churchill, Inc., sought Chapter 11 protection (Bankr. N.D. Tex.
Case No. 18-41988) on May 21, 2018. In the petition signed by Mac
N. Churchill, president, the Debtor estimated assets and
liabilities in the range of $10 million to $50 million.
Judge Mark X. Mullin is assigned to the case.
The Debtor tapped John Y. Bonds, III, Esq., Joshua N. Eppich, Esq.,
and Brandon J. Tittle, Esq., at Bonds Ellis Eppich Schafer Jones
LLP, as counsel. Kelley Hart & Hallman, LLP as the Debtor's
special litigation counsel.
MARIE'S FAMILY: Unsecured Creditors to Get 10% Over 53 Months
-------------------------------------------------------------
Marie's Family Healthcare & Sitter Services, Inc.'s disclosure
statement provides that holders of general unsecured claims,
classified in Class 4, will be paid monthly payments for 53 months
from June 20, 2018, to October 20, 2022. The Class 4 claim holders
will receive approximately 10% of their claim.
Specifically, the Internal Revenue Service, which has a
non-priority unsecured claim of $15,676, will receive $29.58 per
month; the Louisiana Department of Revenue, which has a
non-priority unsecured claim of $11,305, will receive $21.33 per
month; and East Star Baptist Church, which has a non-priority
unsecured claim of $22,000, will receive $41.50 per month.
Payments and distributions under the Plan will be funded from the
general operating account of the Debtor.
Matilda Johnson will be the post-confirmation manager of the Debtor
and will be paid $2,403 bi-weekly.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/lawb17-31785-101.pdf
About Marie's Family Healthcare
Marie's Family Healthcare & Sitter Services, Inc., filed a Chapter
11 bankruptcy petition (Bankr. W.D. La. Case No. 17-31785) on Oct.
20, 2017, estimating under $1 million in both assets and
liabilities. The Debtor is represented by J. Garland Smith, Esq.,
at J. Garland Smith & Associates.
MARKPOL DISTRIBUTORS: 7th Interim Cash Collateral Order Entered
---------------------------------------------------------------
The Hon. A. Benjamin Goldgar of the U.S. Bankruptcy Court for the
Northern District of Illinois entered a seventh interim order
authorizing Markpol Distributors, Inc., to use cash collateral to
pay postpetition expenses to third parties to the extent set forth
on the budget. A continued hearing on the Motion is scheduled
before the Court on June 13, 2018 at 10:00 a.m.
The approved two-week cash collateral budget provides total cash
disbursements of $506,614 for weeks ending June 9 and June 16,
2018. The Debtor may not make any payments or other distribution
other than the itemized projected disbursements set forth in the
Budget without the prior written consent of the Prepetition Secured
or further order of the Court.
In return for the Debtor's continued interim use of cash
collateral, MB Financial Bank, N.A., is granted the following
adequate protection for its asserted secured interests in
substantially all of the Debtor's assets to the extent and validity
held prepetition:
(1) The Debtor must permit the MB Financial to inspect, upon
reasonable notice, within reasonable hours, the Debtor's books and
records;
(2) The Debtor must maintain and pay premiums for insurance
to cover the collateral from fire, theft and water damage and MB
Financial consents to the payment of such premiums from its cash
collateral;
(3) The Debtor must make available to MB Financial evidence
of that which constitutes their collateral or proceeds;
(4) The Debtor must properly maintain the collateral in good
repair and properly manage the collateral; and
(5) MB Financial is granted replacement liens, attaching to
the collateral, but only to the extent of MB Financial's
prepetition liens.
The Debtor must provide MB Financial, each Wednesday: (i) a
detailed accounts receivable aging report; (ii) a weekly accounts
receivable billing log; (iii) a weekly budget variance report; (iv)
a weekly inventory purchase log; and (v) CVS system screen shots
representing the next 4 weeks payment to the reporting.
The Debtor must also provide MB Financial: (i) monthly financials
statements (income statement and balance sheet) by the 20th of each
following month; and (ii) rolling four quarter financial statement
forecasts due five days prior to the start of each respective
quarter, e.g., March 31, June 30, September 30 and December 31; and
(iii) a monthly inventory report.
A full-text copy of the Sixth Interim Order is available at:
http://bankrupt.com/misc/ilnb18-06105-71.pdf
About Markpol Distributors
Markpol Distributors, Inc. -- http://markpoldistributors.com/-- is
a food distributor specializing in European grocery merchandise
imported from European exporters. The Company's customers may
select an offering of 4 to 24 feet selection of assorted grocery
merchandise appealing to the American and European consumer.
Markpol is headquartered in Wood Dale, Illinois.
Markpol Distributors filed a Chapter 11 petition (Bankr. N.D. Ill.
Case No. 18-06105) on March 2, 2018. In the petition signed by CEO
Mark Kozyra, the Debtor estimated assets and liabilities at $1
million to $10 million. Judge Benjamin A. Goldgar is the case
judge.
Shelly A. DeRousse, Esq., at Freeborn & Peters LLP, is the Debtor's
counsel. Rally Capital Services, LLC, is the financial advisor.
Patrick S. Layng, U.S. Trustee for the Northern District of
Illinois, on March 15, 2018, appointed five creditors to serve on
an official committee of unsecured creditors. The Committee
retained Goldstein & McClintock LLLP as counsel.
MEADOWBROOK COAL: Case Summary & Largest Unsecured Creditors
------------------------------------------------------------
Affiliated companies that have filed voluntary petitions for relief
under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Meadowbrook Coal Company, Inc. 18-02506
6690 State Rt 209, Box 477
Lykens, PA 17048
Michael Coal Company, Inc. 18-02507
RD 1, Box 40A
Tower City, PA 17980
Kimmel's Power Plant Services, Inc. 18-02509
470 W Main Street
P.O. Box 11
Tremont, PA 17981
Kimmel's Mining, Inc. 18-02510
401 Machamer Avenue
P.O. Box 1
Wiconisco, PA 17097
Business Description: Meadowbrook Coal Company, Inc. is a
distributor of coal and other minerals and
ores. Michael Coal Company is an anthracite
strip mining power plant contract work
company, located in Tremont, Schuylkill,
Pennsylvania. Kimmel's Mining is engaged in
coal mining.
Chapter 11 Petition Date: June 12, 2018
Court: United States Bankruptcy Court
Middle District of Pennsylvania (Harrisburg)
Judges: Hon. Robert N. Opel II (18-02506)
Hon. John J. Thomas (18-02507 and 18-02509)
Hon. Henry W. Van Eck (18-02510)
Debtors' Counsel: Robert E. Chernicoff, Esq.
CUNNINGHAM, CHERNICOFF & WARSHAWKSKY, P.C.
2320 North Second Street
Harrisburg, PA 17110
Tel: 717 238-6570
Fax: 717 238-4809
Email: rec@cclawpc.com
Assets and Liabilities:
Estimated Estimated
Assets Liabilities
----------- -----------
Meadowbrook Coal Co. $0 to $50,000 $10 mil. to $50 million
Michael Coal Company $0 to $50,000 $10 mil. to $50 million
Kimmel's Power Plant $0 to $50,000 $10 mil. to $50 million
Kimmel's Mining $0 to $50,000 $10 mil. to $50 million
The petitions were signed by Scott Kimmel, president.
A copy of Meadowbrook Coal's list of 20 largest unsecured creditors
is available for free at:
http://bankrupt.com/misc/pamb18-02506_creditors.pdf
A copy of Michael Coal Company's list of 20 largest unsecured
creditors is available for free at:
http://bankrupt.com/misc/pamb18-02507_creditors.pdf
A copy of Kimmel's Power Plant's list of four unsecured creditors
is available for free at:
http://bankrupt.com/misc/pamb18-02509_creditors.pdf
A copy of Kimmel's Mining's list of four unsecured creditors is
available for free at:
http://bankrupt.com/misc/pamb18-02510_creditors.pdf
Full-text copies of the petitions are available for free at:
http://bankrupt.com/misc/pamb18-02506.pdf
http://bankrupt.com/misc/pamb18-02507.pdf
http://bankrupt.com/misc/pamb18-02509.pdf
http://bankrupt.com/misc/pamb18-02510.pdf
METRO-GOLDWYN-MAYER INC: S&P Cuts CCR to 'BB-', Outlook Stable
--------------------------------------------------------------
S&P Global Ratings lowered its corporate credit ratings on
California-based Metro-Goldwyn-Mayer Inc. to 'BB-' from 'BB'. The
rating outlook is stable.
S&P said, "At the same time, we lowered our issue-level rating on
the company's senior secured credit facility to 'BB+' from 'BBB-'.
The recovery rating remains '1', indicating our expectation for
very high recovery (90%-100%; rounded estimate: 90%) of principal
in the event of a payment default.
"The downgrade reflects our expectation for increased leverage and
reduced cash flow generation over the next 18-24 months as MGM
ramps up its content investments in both its media networks and
film units. We expect MGM to allocate a significant portion of the
incremental content investments towards new original content on its
recently acquired premium pay TV network Epix. We assume that Epix
has fewer subscribers than other premium pay TV networks like HBO,
Showtime, and Starz. This is partly due to not having full
distribution like other premium networks. Epix recently announced
that Comcast would distribute the network starting June 13, which
will increase its availability to about 70 million U.S. homes and
will leave DirecTV as the only major pay-tv distributor not
offering Epix. However, we expect Epix to incur significant upfront
content and marketing costs in advance of any meaningful subscriber
growth, which, if Epix is successful, will not meaningfully
materialize for at least 18-24 months."
The stable outlook on MGM reflects the expectation that leverage
and cash flow will be challenged for the next 18 months due to
incremental investments in content with adjusted leverage above 4x
at the end of 2018 and around 4x by the end of 2019 with negative
operating cash flow both years. However, S&P expects the company's
content library and TV production studio to continue to generate
healthy cash flows and that its franchise films will perform in
line with prior releases, and that leverage should decline below
3.75x by mid-2020.
S&P said, "We could lower the rating if we no longer expect the
company to reduce leverage below 3.75x by mid-2020 on a sustained
basis and we are convinced that the business is not in a path to
consistently generate cash flow at Epix. This could happen if the
investment in original programming at Epix does not result in
meaningful subscriber growth or if the company experiences
underperformance in its film slate, particularly its franchise film
releases.
"We view an upgrade as unlikely over the next year or two as the
incremental content investments will not start to produce
meaningful results for at least 18-24 months." An upgrade would
likely be coupled with continued strength in the company's film
slate and additions to its list of franchise films and strong
subscriber growth at Epix that would offset the increased content
and marketing spend. This would result in healthy EBITDA growth and
a resumption in healthy cash flow generation and leverage falling
below 2.75x on a sustained basis.
METROPOLITAN DIAGNOSTIC: 7th Interim Cash Collateral Order Entered
------------------------------------------------------------------
The Hon. Timothy A. Barnes of the U.S. Bankruptcy Court for the
Northern District of Illinois has entered a seventh interim order
authorizing Metropolitan Diagnostic Imaging, Inc., to use cash
collateral up to and including June 29, 2018.
The Debtor's Motion for Use of Cash Collateral is continued for
further hearing to June 27, 2018 at 10:30 a.m.
The Debtor may use cash collateral to the extent of plus or minus
10% of each line item set forth on the Budget. The approved Budget
for the period ending June 30, 2018 provides total operating
expenses of $87,654.
The Bancorp Bank is granted and will have replacement liens in and
to the collateral which will have the validity, perfection and
enforceability as the prepetition liens held by Bancorp Bank. In
addition, the Debtor will make an unallocated adequate protection
payment to Bancorp Bank in the amount of $10,000 on or before June
18, 2018.
A full-text copy of the Seventh Interim Order is available at
http://bankrupt.com/misc/ilnb17-35285-122.pdf
About Metropolitan Diagnostic Imaging
Based in Chicago, Illinois, Advanced Medical Imaging Center, Inc.
-- https://www.amic-chicago.com/ -- has been providing radiological
services since 1985. Its services include diagnostic breast MRI,
digital screening mammography, high field MRI/MRA, open MRI/MRA,
digital general x-ray, ultrasound, multi-detector CT/CTA, DEXA and
fluoroscopy/arthrography.
Metropolitan Diagnostic Imaging, d/b/a Advanced Medical Imaging,
Inc., filed a Chapter 11 petition (Bank. N.D. Ill. Case No.
17-35285) on Nov. 28, 2017. In the petition signed by Moqueet
Syed, its president, the Debtor estimated $1 million to $10 million
in both assets and liabilities. The case is assigned to Judge
Timothy A. Barnes. The Debtor's legal counsel is Gregory K. Stern
P.C.
MIAMI INTERNATIONAL: June 25 Auction of All Assets Set
------------------------------------------------------
Judge Laurel M. Isicoff of the U.S. Bankruptcy Court for the
Southern District of Florida authorized Miami International Medical
Center, LLC, doing business as The Miami Medical Center, to sell
substantially all assets to Variety Children's Hospital (VCH"),
doing business as Nicklaus Children's Hospital, for $30 million
credit bid, plus the assumed liabilities, subject to overbid.
The Bidding Procedures are approved in all respects and will govern
all bid and bid proceedings relating the sale of the Debtor's
Assets. The Debtor may pursue a sale of the Assets and enter into
the transactions contemplated by the Asset Purchase Agreement by
conducting an Auction in accordance with the Bidding Procedures.
The Bid Deadline is June 21, 2018. The Auction, if necessary under
the Bidding Procedures, will take place on June 25, 2018 at 9:30
a.m. (PET) at the offices of counsel for the Debtor, Meland, Russin
& Budwick, P.A., 3200 Southeast Financial Center, 200 South
Biscayne Boulevard, Miami, Florida, or such other place and time as
the Debtor will notify all Qualified Bidders, including, without
limitation, the Stalking Horse Purchaser, the counsel for the
Stalking Horse Purchaser and other invitees. The Auction will be
conducted in accordance with the Bidding Procedures.
The Sale Hearing will be held before the Court on June 25, 2018, at
1:30 p.m. (PET). The Stalking Horse will constitute a Qualified
Bidder for all purposes and in all respects with regard to the
Bidding Procedures. The Stalking Horse is permitted to credit bid
the Credit Bid Amount pursuant to section 363(k) of the Bankruptcy
Code.
The Debtor is authorized, in the exercise of its sound business
judgment, to pay the Stalking Horse, as set forth in the Asset
Purchase Agreement and pursuant to the Bidding Procedures, the
Break-Up Fee, subject to the terms of this Bidding Procedures Order
and the Asset Purchase Agreement. The payment of the Break-Up Fee
will be conditioned on the consummation of a sale to a party that
is not the Stalking Horse Purchaser.
The notice of the proposed sale of the Debtor's Assets is approved.
Three business days after entry of the Bidding Procedures Order,
the Debtor will cause the Sale Notice to all Sale Notice Parties.
The notice of potential assumption and assignment of the Contracts
and Leases is approved. Ten business days after the entry of the
Bidding Procedures Order, the Debtor will serve the Cure Notice on
all Contract Parties. All Adequate Assurance Objections will be
heard at the Sale Hearing.
Within five business days after the Closing Date, the Debtor will
file a complete list of the Contracts and Leases that were assumed
and assigned as Assigned Contracts, as of the Closing Date, in
connection with the sales of the Assets. The Auction and/or Sale
Hearing may be continued by the Debtor, in consultation with the
Unsecured Creditors' Committee, from time to time, for an aggregate
period of up to five business days without further notice to
creditors or other parties in interest other than by announcement
of said continuance before the Court on the date scheduled for the
Sale Hearing.
Notwithstanding anything to the contrary contained in the DIP
Order, and any claim for which payment is authorized pursuant to
the Order that is treated as an administrative expense of the
Debtor's estate will be and is subject and subordinate to any and
all claims, liens, security interests, and priorities granted to
the Lender (as defined in the DIP Order) in accordance with and
subject to the terms of the applicable DIP Order, and payment on
any such claim will be subject to any and all restrictions on
payments in the DIP Order and any other order of the Court.
The stays provided for in Bankruptcy Rules 6004(h) and 6006(d) are
waived and the Bidding Procedures Order will be effective
immediately upon its entry.
All time periods set forth in the Bidding Procedures Order will be
calculated in accordance with Bankruptcy Rule 9006(a).
A copy of the Bidding Procedures attached to the Motion is
available for free at:
http://bankrupt.com/misc/MIAMI_INTERNATIONAL_215_Order.pdf
About Miami International Medical Center
Miami International Medical Center, LLC, which does business under
the name The Miami Medical Center --
http://www.miamimedicalcenter.com/-- is a 67-bed hospital located
at 5959 N.W. Seventh St. Miami, Florida. The hospital temporarily
suspended all health care services effective Oct. 30, 2017.
Miami International Medical Center sought protection under Chapter
11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-12741) on
March 9, 2018. In the petition signed by Jeffrey Mason, chief
administrative officer, the Debtor disclosed $21.39 million in
assets and $67.27 million in liabilities. Judge Laurel M. Isicoff
presides over the case. Meland Russin & Budwick, P.A., is the
Debtor's bankruptcy counsel.
MUELLER WATER: Moody's Rates New $425MM Unsec. Notes Due 2026 'Ba3'
-------------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Mueller Water
Products, Inc.'s proposed $425 million of senior unsecured notes
due 2026. At the same time, Moody's affirmed the company's Ba2
Corporate Family Rating, Ba2-PD Probability of Default Rating, Ba2
rating on its senior secured term loan B due 2021, and SGL-1
Speculative Grade Liquidity Rating. The rating outlook is stable.
Mueller has announced of its plan to issue $425 million of senior
unsecured notes due 2026, the proceeds of which, together with
approximately $60 million of cash on hand, will be used to retire
its existing $485 million senior secured term loan B due 2021. The
transaction improves the company's pro forma debt to EBITDA
leverage (inclusive of Moody's adjustments) to 2.6x from 2.8x at
March 31, 2018, however a higher interest expense associated with
unsecured notes results in EBITA to interest coverage declining to
approximately 5.0x from 6.0x. The rating affirmations reflect the
company's strong and improving operating performance and credit
metrics that are in line with the rating category. The Ba3 rating
on senior unsecured notes, one notch below the company's Corporate
Family Rating, reflects the junior position of the notes in the
capital structure given the presence of $225 million senior secured
ABL facility and the loss absorption that unsecured notes therefore
provide.
The following rating actions were taken:
Issuer: Mueller Water Products, Inc.:
Corporate Family Rating, affirmed at Ba2;
Probability of Default Rating, affirmed at Ba2-PD;
Speculative Grade Liquidity Rating, affirmed at SGL-1;
$490 million senior secured term loan B due 2021, affirmed at Ba2
(LGD4), to be withdrawn upon repayment;
Proposed $425 million senior unsecured notes due 2026, assigned Ba3
(LGD4);
Outlook, Remains Stable.
RATINGS RATIONALE
Mueller's Ba2 Corporate Family Rating is supported by: 1) the
company's conservative balance sheet management and a history of
debt reduction; 2) continued improvement in financial performance
as the company has very successfully captured the ongoing positive
momentum in its end-markets; 2) Moody's expectations that Mueller's
operating margins will continue to expand through price increases
and productivity improvements; 3) variety of end markets reducing
cyclicality, and Mueller's large base of installed products across
most municipalities in the country; 4) Moody's positive outlook on
the homebuilding industry, the company's revenue generation from
which accounts for about 30%; and 5) expectation of growth in
Mueller's Technologies segment. On the other hand, the ratings take
into account: 1) Mueller's modest size and scale relative to many
similarly rated manufacturing peers; 2) limited product diversity;
3) exposure to cyclical end-markets; and 4) municipalities facing
budget pressures and constraints to make investments, despite the
improvement in municipal spending in the recent years.
The stable rating outlook reflects Moody's expectations of
continued improvement in Mueller's credit metrics and end markets.
Mueller's Speculative Grade Liquidity rating of SGL-1 indicates an
expected very good liquidity profile over the next 12-15 months,
reflecting Moody's expectation of positive free cash flow
generation, ample availability under the company's $225 million ABL
due in July 2021, and the flexibility under a springing fixed
charge coverage financial covenant.
A ratings upgrade is unlikely unless the company substantially
increases its size, scale, and product diversity. In addition,
Mueller would need to continue maintaining conservative financial
policies and prudent balance sheet management, while end-market
economic conditions remained favorable.
The rating could be lowered if adjusted debt to EBITDA increased
above 4.0x on a sustained basis, EBITA to interest expense declined
below 2.5x, liquidity position deteriorated, or end-market
conditions weakened.
The principal methodology used in these ratings was Global
Manufacturing Companies published in June 2017.
Headquartered in Atlanta, Georgia, Mueller is a North American
manufacturer and supplier of water infrastructure and flow control
products for use in water distribution networks, water and
wastewater treatment facilities, and gas distribution and piping
systems. In the LTM period ending March 31, 2018, the company
generated revenues of $871 million.
MUELLER WATER: S&P Rates New $425MM Senior Unsecured Notes 'BB'
---------------------------------------------------------------
S&P Global Ratings assigned its 'BB' issue-level and '3' recovery
ratings to Atlanta-based Mueller Water Products Inc. proposed $425
million senior unsecured notes due in 2026. The '3' recovery rating
indicates our expectation for meaningful recovery (50%-70%; rounded
estimate: 65%) in the event of a default. The company plans to use
the proceeds from this issuance to repay its term loan B.
The 'BB' corporate credit rating and stable outlook on Mueller are
unchanged. Mueller Water manufactures products used in the
transmission, distribution, and measurement of water. The company's
products include fire hydrants, valves, and meters used in water
infrastructure, flow control, and leak detection primarily in the
U.S. and Canada.
ISSUE RATINGS--RECOVERY ANALYSIS
Key analytical factors:
The '3' recovery rating on Mueller Water Products' senior unsecured
notes reflects our expectation for meaningful (50%-70%; rounded
estimate: 65%) recovery after satisfying unpaid priority
administrative expenses, asset-backed lending (ABL) revolving
credit facility lenders, and capital lease claims.
S&P said, "Our simulated default scenario incorporates a payment
default in 2023, resulting from an unexpected and significant
decline in residential construction, coinciding with reduced
municipal spending on water infrastructure projects, as well as the
inability to refinance its capital structure.
"We value the company on a going-concern basis. The gross
enterprise value of $489 million is based on an emergence EBITDA of
$89 million and a valuation multiple of 5.5x (in line with
multiples we apply to similarly rated capital goods companies)."
Simulated default assumptions:
-- Simulated year of default: 2023
-- Implied enterprise value multiple: 5.5x
-- EBITDA at emergence: $89 million
-- LIBOR at default: 2.5%
-- Jurisdiction: U.S.
Simplified waterfall:
-- Net enterprise value at default (after 5% administrative
costs): $465 million
-- Valuation split in % (obligors/nonobligors): 90%/10%
-- Total collateral value available to first-lien lenders: $448
million
-- ABL lenders' claims: $120 million
-- Total value available to unsecured claims: $345 million
-- Senior unsecured debt and pari passu claims: $438 million
--Recovery expectations: 50%-70% (rounded estimate: 65%)
Note: All debt amounts include six months of prepetition interest.
RATINGS LIST
Mueller Water Products Inc.
Corporate Credit Rating BB/Stable/--
New Rating
Senior Unsecured
$425 million notes due 2026 BB
Recovery Rating 3 (65%)
MURRAY ENERGY: S&P Lowers CCR to 'CC', On CreditWatch Negative
--------------------------------------------------------------
S&P Global Ratings said it lowered its corporate credit rating on
St. Clairsville, Ohio–based Murray Energy Corp. to 'CC' from
'B-'. S&P also placed all ratings on CreditWatch with negative
implications.
S&P said, "At the same time, we lowered our issue-level rating on
Murray's $996 million 11.25% senior secured notes due in 2021 to
'CC' from 'B-' with the '3' recovery rating unchanged, indicating
our expectation for average (30%-50%; rounded estimate: 60%)
recovery in the event of payment default. We also lowered the
issue-level ratings on the $1.8 billion term loans B-2 and B-3 to
'CC' from 'CCC' with the '6' recovery rating unchanged, indicating
our expectation for negligible (0%-10%; rounded estimate: 0%)
recovery in the event of payment default."
The downgrade follows Murray's announcement on June 4, 2018, of a
proposed transaction to exchange approximately 71% its $996 million
11.25% senior secured notes due in 2021 for newly issued 12% (9%
cash and 3% PIK) senior notes due in 2024. Additionally, the
transaction contemplates that the company's $1.8 billion in
outstanding term loans due in 2020 would be exchanged for newly
issued term loans due in 2022. The exchange offer will be
outstanding until June 15, 2018.
S&P said, "We view this transaction as distressed because the
investors will receive less value than the promise of the original
securities and because, in our view, this exchange is not purely
opportunistic. Participating noteholders would receive $740 for
each $1,000 invested in the existing notes. Furthermore, the
maturities of the proposed securities extend beyond the original
terms, and the liens securing existing term loans and notes
(nonparticipating) will rank junior to liens securing the new term
loans and notes, respectively. The company is offering additional
collateral and guarantees for the new term loans and notes. Murray
also has high adjusted leverage (8.5x as of Mar. 31, 2018 including
almost $2 billion of pension and post retirement obligations), its
$225 million asset-based lending (ABL) revolver ($147 million in
outstanding letters of credit as of March 31, 2018) is coming due
in December 2018, and unfavorable standing in the credit markets.
"The CreditWatch with negative implications reflects our
expectation that we will lower our corporate credit rating on
Murray to 'SD' (selective default) and our issue-level ratings on
the $996 million senior secured notes and $1.8 billion term loans
B2 and B3 to 'D' once the transaction closes. We will subsequently
review the ratings based on the finalized capital structure."
NATIONAL CINEMEDIA: S&P Rates New Secured Credit Facilities 'B+'
----------------------------------------------------------------
S&P Global Ratings assigned its 'B+' issue-level rating and '3'
recovery rating to Centennial, Colo.-based National CineMedia LLC's
(NCM) proposed senior secured credit facilities. The facilities
comprise a $175 million senior secured revolver due 2023 and a $270
million senior secured term loan due 2025. The '3' recovery rating
indicates S&P's expectation for meaningful recovery (50%-70%;
rounded estimate: 60%) in the event of a payment default.
S&P's ratings on NCM and its parent company National Cinemedia Inc.
(NCMI), which it rates on a consolidated basis, are unchanged
because it views the transaction as leverage and cash flow neutral.
NCM will use the proceeds from the proposed facilities to refinance
its existing $270 million senior secured term loan and $175 million
senior secured revolver, both of which are due in November 2019.
The proposed term loan and revolver both contain a springing
maturity that will accelerate their maturity dates to Dec. 31,
2021, if the company's $400 million senior secured notes due 2022
are not refinanced before Oct. 31, 2021. The proposed term loan
contains a 1% amortization schedule and tightens its total net
leverage ratio from 6.50x to 6.25x. The proposed revolver contains
a 4.5x net senior secured leverage covenant that only applies if
the company draws on the revolver. S&P expects the company to draw
on its revolver in line with its historical usage while maintaining
a cushion of more than 30% under both of the covenants over the
next 12 months.
S&P said, "The proposed refinancing does not affect our aggressive
assessment of NCM's financial policy. The company's operating
agreement limits its financial flexibility because it distributes
nearly all of its excess cash flow to its shareholders and founding
members as long as its leverage remains below 6.5x. NCM's leverage
was 4.3x as of March 31, 2017, while its EBITDA interest coverage
remained healthy at about 4.5x. We expect NCM to generate healthy
free operating cash flow but anticipate that distributions to its
shareholders will result in minimal discretionary cash flow and
modest cash balances at the operating subsidiary. The company's
operating agreement also limits its ability to repay its debt,
therefore it mainly reduces its leverage through EBITDA growth.
While we expect NCM to experience modest EBITDA growth in 2018, we
anticipate that its leverage will remain in the mid-4x area."
RATINGS LIST
National Cinemedia Inc.
National CineMedia LLC
Corporate Credit Rating B+/Stable/--
New Rating
National CineMedia LLC
Senior Secured
$175M Revolver Due 2023 B+
Recovery Rating 3(60%)
$270M Term Loan Due 2025 B+
Recovery Rating 3(60%)
NEIGHBORHOOD BARRE: Taps David P. Lloyd as Legal Counsel
--------------------------------------------------------
Neighborhood Barre, LLC, seeks approval from the U.S. Bankruptcy
Court for the Northern District of Illinois to hire David P. Lloyd,
Ltd. as its legal counsel.
The firm will represent the Debtor in negotiations with its
creditors; prepare a bankruptcy plan; examine and resolve claims
filed against its estate; and provide other legal services related
to its Chapter 11 case.
David Lloyd, Esq., the attorney who will be handling the case,
charges an hourly fee of $400.
Mr. Lloyd 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 P. Lloyd, Esq.
David P. Lloyd, Ltd.
615B S. LaGrange Rd.
La Grange, IL 60525
Phone: 708-937-1264
Fax: 708-937-1265
E-mail: info@davidlloydlaw.com
About Neighborhood Barre
Neighborhood Barre, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ill. Case No. 18-14703) on May 21,
2018. In the petition signed by Holly Blakeley, owner, the Debtor
estimated assets of less than $100,000 and liabilities of less than
$500,000. Judge Carol A. Doyle presides over the case. David P.
Lloyd, Ltd., is the Debtor's counsel.
NEOVASC INC: Appoints Steve Rubin as Chairman of the Board
----------------------------------------------------------
Neovasc Inc.'s Board of Directors has elected Steve Rubin as
Chairman of the Board, effective immediately. Rubin succeeds Paul
Geyer, who will remain a director of the Board.
"I am honored to have the opportunity to work more closely with
Fred and the rest of the Neovasc team as we advance the Company's
development and commercial strategy for the Tiara and Reducer,"
stated Mr. Rubin. "We are all thankful for Paul's tenure as
Chairman of the Company since November 2000. His contributions to
the team are immeasurable and we are fortunate to have him continue
to serve with us on the Board."
Fred Colen, president and chief executive officer of Neovasc,
stated, "Steve has played an active role on the Board over the past
ten years. During this time he has offered the Neovasc team
thoughtful insight on the development and commercial strategy for
the Reducer and our development of the Tiara. I look forward to
working even closer with him as Chairman of the Board as we
continue to pursue these programs."
Mr. Rubin joined the Neovasc Board as an independent director in
July 2008. Mr. Rubin is the executive vice president,
administration, and a director of OPKO Health, Inc., a
multinational biopharmaceutical and diagnostics company
establishing important positions in large, underserved markets. He
also serves on the board of directors of several other innovative
healthcare companies, including Cocrystal Pharma, Inc. (NASDAQ:
COCP), a biotechnology company developing new treatments for viral
diseases, Chromadex Corporation (NASDAQ: CDXC), an innovator of
proprietary health, wellness and nutritional ingredients that
creates science based solutions for dietary supplement food and
beverage, skin care, sports nutrition and pharmaceutical products,
and Eloxx Pharmaceuticals,Inc. (NASDAQ:ELOX), a clinical-stage
biopharmaceutical company dedicated to the discovery and
development of novel therapeutics to treat cystic fibrosis,
cystinosis and other diseases caused by nonsense mutations limiting
production of functional proteins.
The Board has also elected Paul Geyer as Chairman of the Audit
Committee and Strategic Activities Committee (succeeding Steve
Rubin, who will remain a member of the Audit Committee and
Strategic Activities Committee), Doug Janzen as Chairman of the
Compensation Committee (succeeding Dr. Jane Hsiao, who will remain
a member of the Compensation Committee), and Alexei Marko as
Chairman of the Governance and Nominating Committee (replacing
Steve Rubin).
As previously disclosed, the Company is currently not in compliance
with the minimum bid price requirement set forth in the Nasdaq
Rules for Continued Listing on the Nasdaq Capital Market and has
been provided until July 2, 2018 to regain compliance with Listing
Rule 5550(a)(2). To regain compliance, the Company's common shares
must have a closing bid price of at least US$1.00 for a minimum of
10 consecutive business days. The Company sought and received
approval at its recent Annual General and Special Meeting of
Shareholders to complete, at the Board's discretion, a reverse
stock split (common share consolidation), for purposes of
attempting to regain compliance with the minimum bid price
requirement. The Nasdaq Stock Market LLC will generally not
consider the matter prior to the end of the Initial Grace Period.
Upon the expiry of the Initial Grace Period, the Company intends to
seek an additional period of 180-days to regain compliance, by
requesting a hearing from the Nasdaq Hearings Panel, which will
ordinarily stay a delisting process until the Nasdaq Hearings Panel
renders its decision on the Company's request for an extension
(typically within a few months after the request for a hearing is
made). The Company believes that obtaining the advance approval of
its shareholders to effect a reverse stock split provides strong
support for its request for an additional 180-day extension;
however, the Company notes that shareholder approval of the reverse
stock split does not necessarily guarantee that the Nasdaq Hearings
Panel will grant it an extension to regain compliance. The Company
intends to provide further updates on its efforts to obtain an
extension to regain compliance following the expiry of the Initial
Grace Period.
About Neovasc Inc.
Based in Richmond, British Columbia, Neovasc Inc. --
http://www.neovasc.com/-- is a specialty medical device company
that develops, manufactures and markets products for the rapidly
growing cardiovascular marketplace. Its products include the
Neovasc Reducer, for the treatment of refractory angina, which is
not currently available in the United States and has been available
in Europe since 2015, and the Tiara, for the transcatheter
treatment of mitral valve disease, which is currently under
clinical investigation in the United States, Canada and Europe.
Neovasc reported a net loss of US$22.91 million on US$5.38 million
of revenue for the year ended Dec. 31, 2017, compared to a net loss
of US$86.49 million on US$9.51 million of revenue for the year
ended Dec. 31, 2016. As of Dec. 31, 2017, the Company had US$22.20
million in total assets, US$58.66 million in total liabilities and
a total deficit of US$36.47 million.
Grant Thornton issued a "going concern" opinion in its report on
the consolidated financial statements for the year ended Dec. 31,
2017, stating that the Company incurred a consolidated net loss of
US$24.86 million during the year ended December 31, 2017, and, as
of that date, the Company's consolidated current liabilities
exceeded its current assets by US$6.06 million. The auditors said
these conditions, along with other matters, indicate the existence
of a material uncertainty that casts substantial doubt about the
Company's ability to continue as a going concern.
NEW MACH GEN: Proposes $20 Million of DIP Financing
---------------------------------------------------
New MACH Gen, LLC, filed on June 11, 2018, documents seeking
authorization from the U.S. Bankruptcy Court for the District of
Delaware to (i) obtain postpetition financing in the form of a
multi-draw term loan facility from Beal Bank USA and Beal Bank,
SSB, as initial lenders, with CLMG Corp., as administrative agent
and collateral agent, of up to $20 million; and (ii) to use cash
collateral.
The DIP Facility is a senior secured, super-priority, debtor in
possession term loan facility in the aggregate principal amount not
to exceed $20 million, of which up to $10 million will be available
on an interim basis under the terms of the Interim Order and the
other DIP Loan Documents. The loan will mature on the earliest of
(a) the date falling 180 days after any of the borrower or the
Guarantors file for bankruptcy under Chapter 11 of the U.S.
Bankruptcy Code, (b) 30 days after the entry of the interim court
order if the final court order has not been entered prior to the
expiration of the period, (c) the effective date of an Acceptable
Plan, and (d) the occurrence of a termination date.
The Debtor's right to use the DIP Facility and Cash Collateral will
terminate immediately upon the earliest of (i) the DIP Loan
Maturity Date and (ii) five calendar days following delivery of
written notice by the DIP Lenders or the DIP Agent to counsel to
MACH Gen, counsel to the First Lien Lenders, the U.S. Trustee,
counsel to the Committee (if any) and any other official committee
appointed in the Chapter 11 cases, of the occurrence of an event of
default.
The Debtor will pay interest on the unpaid principal amount of each
DIP Loan owing to each Lender from the date of the DIP Loan until
such principal amount will be paid in full, at a rate per annum
equal at all times during each interest period for DIP Loan to the
sum of (A) the Eurodollar Rate for such Interest Period for the DIP
Loan plus (B) the applicable margin, payable in arrears on each
interest payment date. Eurodollar Rate means an interest rate per
annum equal to the rate per annum obtained by dividing (a) the rate
per annum (rounded upwards, if necessary, to the nearest 1/100 of
1%) equal to the London interbank offered rate administered by ICE
Benchmark Administration for deposits in U.S. dollars, by (b) a
percentage equal to 100% minus the Eurodollar Rate Reserve
Percentage for the interest period, as applicable. Eurodollar Rate
Reserve Percentage means the reserve percentage applicable two
business days before the first day of the interest period under
regulations issued from time to time by the Board of Governors of
the Federal Reserve System for determining the maximum reserve
requirement for a member bank of the Federal Reserve System in New
York City with respect to liabilities or assets consisting of or
including Eurocurrency Liabilities having a term equal to the
interest period. Applicable Margin means 6.00% per annum.
Upon the occurrence and during the continuance of an event of
default, the Administrative Agent may, and upon the request of the
Required Lenders will, require that the Debtor pay interest at a
rate per annum equal at all times to 2% per annum above the rate
per annum required to be paid on: (i) the aggregate outstanding
principal amount of each DIP Loan, and (ii) the amount of any
interest, fee or other amount payable under the DIP Credit
Agreement or any other Loan Document to any Agent or any Lender
that is not paid when due, from the date the amount will be due
until the amount will be paid in full, in each case, payable in
cash either (x) on each interest payment date following the
occurrence and during the continuance of an event of default or (y)
on demand.
Without further order of the Court, MACH Gen will reimburse all
past, present and future costs and expenses of the First Lien
Lenders and the DIP Lenders upon the entry of the Interim Order and
thereafter when and as due pursuant to the terms of the First Lien
Prepetition Loan Documents, DIP Documents, and RSA.
The DIP Loan Documents provide for the payment of the Commitment
Fee calculated at the Eurodollar Rate per annum on average daily
Unused Commitment of such Lender during such quarter.
As security for the full and timely payment of the DIP Obligations,
the DIP Agent on behalf of the DIP Lenders is granted valid,
enforceable, non-avoidable and fully perfected security interests
in and liens and mortgages upon all existing and after-acquired
tangible and intangible personal and real property and assets of
each of the Debtors.
In addition to the liens and security interests granted to the DIP
Agent on behalf of the DIP Lenders pursuant to this Interim Order,
subject to the carve-out, and in accordance with Sections
364(c)(1), 503 and 507 of the Bankruptcy Code, all of the DIP
Obligations will constitute allowed superpriority administrative
expense claims with priority over any and all administrative
expenses of MACH Gen, and which DIP Superpriority Claims will be
payable from and have recourse to all prepetition and postpetition
property of MACH Gen, including, but not limited to, the avoidance
actions, and all proceeds thereof. The DIP Obligations are secured
by the DIP Liens on the Collateral.
The DIP Loan Documents contain events of default customary for
transactions and debtors of this type, including certain cross
defaults, ERISA event, and the occurrence of certain
bankruptcy-related events, as well as upon the occurrence of a
Termination Event under the RSA or a Talen/Company Walkaway.
Upon the DIP Agent's issuance of a Default Notice, all liens,
claims and other security interests held by any party, including
the Superpriority Claims, the Adequate Protection Liens, the DIP
Liens, and the Prepetition Liens, will be subject to the payment of
the carve-out. The Debtor proposed that its subsidiaries MACH Gen
GP, LLC, Millennium Power Partners, L.P., New Athens Generating
Company, LLC, and New Harquahala Generating Company, LLC, guarantee
the loan.
The Debtor also seeks authorization for it and its subsidiaries to
use cash collateral effective as of the Petition Date.
The DIP Credit Agreement contain conditions precedent to lending
customary for transactions and debtors of this type, including
executed counterparts of the DIP Loan Documents, no material
adverse change, no pending or threatened proceeding against any
governmental authority against the Debtors, all governmental
authorization shall have been obtained and the Debtor will have
paid all accrued fees and expenses of the Agent and all fees of the
Lenders. The DIP Credit Agreement also contains customary
conditions precedent to credit extension, including compliance with
the approved budget and the proposed court orders, as applicable,
being in full force and effect.
The First Lien Agent, on behalf of the First Lien Lenders, will
receive: (i) valid, enforceable, non-avoidable and fully perfected,
postpetition security interests in and liens on the Collateral,
which liens will be junior and subject only to the DIP Liens and
any Senior Third Party Liens and, solely upon the occurrence of a
Termination Date, payment of the carve-out in accordance with the
terms and conditions set forth in the interim court order; and (ii)
superpriority administrative expense claims under Section 507(b) of
the Bankruptcy Code which claims will be junior and subject only to
the DIP Superpriority Claims and, solely upon the occurrence of a
Termination Date, payment of the carve-out, and which will have
priority in payment, subject to entry of a final court order, over
any and all other administrative expenses.
More information on the loan's terms is available at:
http://bankrupt.com/misc/deb18-11368-11.pdf
The Debtors' prepetition capital structure consists of one
prepetition secured debt obligation. Specifically, pursuant to
that certain $681,984,285 First Lien Credit and Guaranty Agreement,
dated as of April 28, 2014, by and among the Debtor, the
Subsidiaries, as guarantors, the lenders party thereto, and CLMG
Corp., in its capacity as First Lien Agent, the First Lien Lenders
(1) made revolving loans to, and issued letters of credit for the
account of, the Borrower in an aggregate principal committed amount
of up to $200 million (of which not more than $160 million was
available to issue letters of credit) and (2) extended a term B
loan facility to the Borrower in an aggregate outstanding principal
amount of $465,114,835.06.
Pursuant to the First Lien Collateral Documents, each MACH Gen
Entity granted to the First Lien Agent for the benefit of the First
Lien Lenders to secure the Prepetition First Lien Facilities, a
first-priority security interest in and continuing lien on
substantially all of its Property, including without limitation the
Equity Interests in the Subsidiaries.
As of the Petition Date, other than as expressly permitted under
the First Lien Financing Documents, there were no liens on or
security interests in the Prepetition Collateral other than the
Prepetition First Liens.
Prior to the Petition Date, after months of good faith, arm's
length negotiations, the MACH Gen Entities, MACH Gen, LLC, as
equity holder in New MACH Gen, the First Lien Lenders, and, with
respect to certain provisions and obligations thereunder, Talen
Investment Corporation and Talen Energy Supply, LLC, entered into
that certain Restructuring Support Agreement, dated as of June 4,
2018, which sets forth the terms of a comprehensive restructuring
of the Debtors to be implemented through the Joint Prepackaged
Chapter 11 Plan of New MACH Gen, LLC, and its Affiliated Debtors
and Debtors in Possession dated June 4, 2018.
The RSA and Plan provide for a restructuring of the Debtors,
pursuant to which, inter alia, (1) New MACH Gen will distribute
equity interests in New Harquahala Generating Company, LLC, to the
First Lien Lenders or their designee in exchange for the
consideration set forth in the Plan, (2) the remainder of the
indebtedness outstanding under the Prepetition First Lien Credit
Agreement will be refinanced in the form of a new first lien credit
facility, (3) Talen will provide additional postpetition financing
to New MACH Gen on a second lien basis; and (4) all claims against
the Debtors, other than claims held by the First Lien Lenders and
certain intercompany claims, will be paid in full or otherwise
unimpaired.
Pursuant to the RSA, and as part of the overall Restructuring, the
First Lien Lenders and the First Lien Agent entered into that
certain Amended and Restated First Lien Credit and Guaranty
Agreement, dated as of June 4, 2018, which provided, inter alia,
for the deferral of certain required payments under the First Lien
Financing Documents and the incurrence of an approximately $50
million exit fee on account of deferred payments. The Exit Fee
becomes due and payable upon the occurrence of the Effective Date
of an Acceptable Plan.
Additionally, pursuant to the RSA and subject to approval by the
Court, the First Lien Lenders, in their capacity as DIP Lenders,
agreed to extend a senior secured superpriority
debtor-in-possession term loan credit facility in an aggregate
principal amount not to exceed $20 million, with an aggregate
principal amount of up to $10 million available on an interim
basis, to provide the Debtors with necessary funds to operate while
in bankruptcy and administer these Chapter 11 cases.
* * *
Jeff Montgomery, writing for Bankruptcy Law360, reports that New
MACH Gen, LLC, was granted access to the first half of a proposed
$20 million bankruptcy financing loan following a court hearing
Tuesday.
About New Mach Gen
New Mach Gen, LLC, owns and manages a portfolio of three natural
gas-fired electric generating facilities located in the United
States: (1) a 1,080 MW facility located in Athens, New York, that
achieved commercial operation on May 5, 2004; (2) a 1,092-MW
facility located in Maricopa County, Arizona, that achieved
commercial operation on September 11, 2004; and (3) a 360-MW
facility, located in Charlton, Massachusetts, that achieved
commercial operation on April 12, 2001. The facilities dispatch
electricity into three power markets, two of which are served by
independent system operators ("ISOs") and similar transmission
interfaces across a geographically diverse area. Specifically, the
Athens facility dispatches power into the region managed by the New
York ISO, the Harquahala facility into the region served by the
Western Electricity Coordinating Council, and the Millennium
facility into the region managed by ISO New England.
On March 3, 2014, MACH Gen, LLC and four affiliates each filed a
voluntary petition for relief under Chapter 11 of the United States
Bankruptcy Code (Bankr. D. Del. Lead Case No. 14-10461). One month
later, the company exited bankruptcy after winning approval of a
prepackaged plan that gave company's second-lien debt holders most
of the equity of the reorganized company.
On June 11, 2018, New MACH Gen, LLC, and four affiliates each filed
a voluntary petition for relief under Chapter 11 of the United
States Bankruptcy Code (Bankr. D. Del. Lead Case No. 18-11368).
The new cases are pending before the Honorable Mary F. Walrath.
The Company has engaged Evercore as its financial advisor, Alvarez
& Marsal North America, LLC as its restructuring advisor, and Young
Conaway Stargatt & Taylor, LLP as its legal advisor. Prime Clerk
LLC is the claims and noticing agent.
NEXT LEVEL: Moody's Assigns B2 Corp. Family Rating
--------------------------------------------------
Moody's Investors Service assigned B2 ratings to the proposed $380
million senior secured credit facility of NL Borrower, LLC, the
acquirer of YS Garments, Inc. (dba "Next Level Apparel" or the
"Company"). The facility will consist of a proposed $330 million
senior secured term loan and $50 million revolver. Moody's also
assigned a B2 Corporate Family Rating ("CFR") and a B2-PD
Probability of Default Rating ("PDR") to NL Borrower, LLC. The
ratings outlook is stable.
Proceeds from the term loan, along with new sponsor equity and
management rollover equity, will be used to finance the acquisition
of a majority stake in YS Garments, Inc. by private equity firm
Blue Point Capital Partners, as well as pay related fees and
expenses. The assigned ratings are based on terms and conditions of
the financing provided to Moody's, and are subject to review of
final documentation. This is a first-time rating on Next Level
Apparel.
Upon completion of the transaction, NL Borrower, LLC will be merged
with and into YS Garments, Inc., with YS Garments, Inc. being the
surviving entity and obligor under the credit facilities.
Ratings assigned:
NL Borrower, LLC
- Corporate Family Rating at B2
- Probability of Default Rating at B2-PD
- $50 million senior secured revolver due 2023 at B2 (LGD 3)
- $330 million senior secured term loan due 2024 at B2 (LGD 3)
Outlook Actions:
- Stable ratings outlook assigned
RATINGS RATIONALE
Next Level Apparel's B2 CFR reflects its small revenue scale and
narrow product focus relative to the global apparel industry, high
concentration of sales with two large distributor customers, and
exposure to volatile input costs such as cotton, which can have an
unfavorable impact on profitability and cash flows, particularly in
rapidly increasing environment. The rating also considers the risks
associated with the Company's change in ownership, particularly
from a capital structure, financial policy and operating
perspective, as it moves from a family owned business to a more
return driven, private equity ownership structure. At around 5.0x,
the Company's pro forma debt/EBITDA (calculated using Moody's
standard adjustments) will be high following the proposed
transaction, and funded debt will initially be higher than the
Company's trailing twelve month revenue. Interest coverage,
however, will be a more solid 2.5x. Moody's expects these metrics
to improve over the next 12-18 months, to below 4.0 times and above
3.5 times, respectively, through continued revenue and earnings
growth, as well as debt reduction.
The rating also reflects Next Level Apparel's well-recognized brand
name within the wearable promotional products industry, and stable
customer relationships illustrated by strong sales momentum with
top customers, which is driven by recurring purchases for inventory
replenishment, limited fashion risk of basic apparel, shift in
consumer preference towards higher quality basic apparel designs,
fabric and fit, expanding product offerings, and reduced price
differentials versus more commoditized basic apparel. While still
relatively young, Next Level Apparel has grown rapidly since its
creation in 2003, and with an asset-light and fully outsourced
business model, it has achieved very strong profit margins that are
consistent with many premium apparel brands. Liquidity is good,
supported by Moody's expectation that modest cash and free cash
flow will cover basic cash flow needs, with additional support from
ample excess revolver availability and lack of financial
maintenance covenants.
The B2 ratings assigned to Next Level Apparel's senior secured
credit facilities reflect the first lien position on all domestic
assets of the Company and guarantors, 100% of all outstanding
equity any current and future direct subsidiaries and 65% of the
voting equity interest in foreign subsidiaries. The facilities
comprise the entire capital structure. The facilities are
guaranteed by the Company's direct parent company.
The stable outlook reflects Moody's expectation for gradual
improvement in credit metrics over the next 12-18 months due to
continued profitable growth and debt reduction.
A ratings upgrade would require continued strong revenue growth
while maintaining strong margins near current levels, as well as
greater product, channel and geographic diversity. An upgrade would
also require the Company to maintain good liquidity and financial
policies that preserve a stronger quantitative credit profile.
Metrics include lease-adjusted debt/EBITDAR sustained below 4.0x
and EBITA/Interest over 4.0x.
The ratings could be downgraded if operating results were to turn
negative, financial policies become more aggressive or liquidity
materially erodes, particularly if free cash flow were to turn
negative. Specific metrics include lease-adjusted debt/EBITDAR
rising above 5.5x and EBITA/Interest falling below 2.0x.
Headquartered in Gardena, California, YS Garments, Inc., which does
business as Next Level Apparel, designs and provides branded active
wear to the fashion basic segment of the US wholesale wearable
promotional products industry. Revenue for the twelve month period
ended March 31, 2018 approached $300 million.
NINE WEST: Creditors Seek Probe on Debtors, Sycamore over 2014 LBO
------------------------------------------------------------------
The official committee of unsecured creditors in the Chapter 11
cases of Nine West Holdings and its debtor affiliates is seeking to
conduct an examination of and seek discovery from the Debtors and
third parties pursuant to Rule 2004 of the Federal Rules of
Bankruptcy Procedure.
The Committee, which filed a redacted version of its Discovery
Motion, explains that its initial investigation indicates there are
a number of potential estate claims arising from Sycamore Partners
Management, L.P.'s 2014 acquisition of The Jones Group Inc. via
leveraged buyout. The LBO closed on April 8, 2014. On that day,
The Jones Group Inc. merged with several affiliates, and the newly
merged company was renamed as Nine West Holdings, Inc. The
aggregate purchase price for the 2014 LBO (including assumed debt)
was approximately $2.2 billion. The LBO was funded primarily by a
$300 million unsecured term loan and a $445 million secured term
loan.
According to the Committee, as part of the LBO, the Debtors (i)
raised hundreds of millions of dollars to cash out their former
shareholders, and (ii) consummated so-called Carve-Out transactions
that occurred substantially simultaneously with and were
conditioned on the payments to those former shareholders, which
allowed Sycamore and its affiliated funds and entities to purchase
the Debtors' then-most valuable businesses: (1) the Jones Apparel
Business; (2) the Kurt Geiger Business; and (3) the Stuart Weitzman
Business for what appears to be hundreds of millions of dollars
less than they were worth.
The Committee contends that the 2014 LBO and Carve-Out Transactions
left the Debtors heavily levered, with far more debt (and
substantially fewer assets) than beforehand, raising the
possibility that some or all of the Debtors were rendered
insolvent. Though the Debtors were able to raise money to finance
the LBO and to obtain a solvency opinion, there appears to be
substantial doubt as to the accuracy of certain historical and
projected financial information that Sycamore formulated and
utilized to procure the LBO debt and the solvency opinion.
"The Rule 2004 discovery requested herein is limited as to parties
and scope, and is necessary in order for the Committee to fulfill
its statutory duty to investigate the acts, conduct, assets,
liabilities and financial condition of the Debtors," says David
Zensky, Esq., at AKIN GUMP STRAUSS HAUER & FELD LLP, proposed
counsel to the Committee. "Given the Debtors' insistence that a
confirmation hearing regarding the Debtors' (yet-to-be-negotiated)
plan of reorganization occur only a few short months after they
filed their bankruptcy petitions, the Committee respectfully
requests that the targets of its discovery be ordered to respond to
such discovery on slightly shortened timeframes."
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
seven creditors to serve on an official committee of unsecured
creditors. The Committee retained Akin Gump Strauss Hauer & Feld
LLP as counsel; Protiviti Inc. as financial advisor and forensic
accountant; and Houlihan Lokey Capital, Inc., as its investment
banker.
NINE WEST: Marc Fisher & Signal Brands to Run Shoe, Bag Divisions
-----------------------------------------------------------------
Alexander Soule, writing for Greenwich Time, reports that Authentic
Brands Group has selected:
1. Greenwich-based Marc Fisher Footwear to run Nine West's
footwear business; and
2. Los Angeles-based Signal Brands to handle Nine West's
handbag and leather goods division.
According to Greenwich Time, Marc Fisher is the son of the late
Jerome Fisher, who co-founded Nine West alongside the late
Greenwich shoe designer Vince Camuto. Marc Fisher Footwear has its
office at 777 W. Putnam Ave. in Greenwich on the Westchester
County, N.Y., line.
New York City-based Authentic Brands is run by founder and CEO
Jamie Salter and invests in luxury consumer businesses. It is
backed by private equity firms including General Atlantic.
As reported by the Troubled Company Reporter, citing Reuters,
Authentic Brands won the auction for the intellectual property of
U.S. shoe and accessories company Nine West Holdings Inc. with a
revised bid of about $350 million, beating out DSW Inc. Reuters,
citing people familiar with the matter, says Authentic Brands,
through ABG-Nine West LLC, was the stalking horse bidder, with an
initial bid of $200 million. DSW will serve as backup bidder in
the event Authentic Brands fails to close the deal.
The Debtors won approval to conduct a sale process for
substantially all of the assets of the Debtors' "Nine West",
"Bandolino", and associated brands. Initial bids were due June 4,
2018, and the auction was conducted June 8.
A hearing to consider the proposed sale will be held before the
Hon. Shelley C. Chapman of the U.S. Bankruptcy on June 18, 2018, at
11:00 a.m. (prevailing Eastern Time) at One Bowling Green, New
York, New York 10004-1408.
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
seven creditors to serve on an official committee of unsecured
creditors. The Committee retained Akin Gump Strauss Hauer & Feld
LLP as counsel; Protiviti Inc. as financial advisor and forensic
accountant; and Houlihan Lokey Capital, Inc., as its investment
banker.
NISOURCE INC: Moody's Rates $350MM Series A Preferred Stock 'Ba1'
-----------------------------------------------------------------
Moody's Investors Service has assigned a Ba1 rating to NiSource
Inc.'s approximately $350 million issuance of Series A adjustable
fixed rate cumulative redeemable perpetual preferred stock (Series
A Preferred Stock). At the same time, NiSource announced the
offering of preferred stock, the company also offered to repurchase
approximately $760 million of unsecured notes. The net proceeds
from the Series A Preferred Stock will help finance the debt tender
offer.
"It's been years since a utility issued a perpetual preferred
security," said Lesley Ritter, Assistant Vice President. "From a
credit perspective, the preferred stock is viewed as 50% equity. As
a result, NiSource will reduce its debt and improve its key
financial credit ratios."
Assignments:
Issuer: NiSource Inc.
Pref. Stock Preferred Stock, Assigned Ba1
RATING RATIONALE
The Ba1 rated Series A Preferred Stock reflects the preferred
security's relative position in the company's capital structure
compared to the senior unsecured debt. The Series A Preferred Stock
is subordinated to and junior in right of payment to the senior
unsecured debt. In addition, NiSource agrees to not make any
dividend distribution to the Series A Preferred Stock until all
holders of senior unsecured debt are paid in full. The two notch
rating differential between the Series A Preferred Stock and the
senior unsecured rating is consistent with Moody's methodology
guidance for notching securities due to subordination for
investment grade issuers.
The equity-like features contained in the preferred stock, will
help NiSource shore up its balance sheet and improve its debt
coverage financial ratios. The Series A Preferred Stock receives
partial equity treatment in Moody's calculation of debt coverage
and financial leverage ratio. The Series A Preferred Stock will
receive basket "C" treatment (i.e. 50% equity and 50% debt) for the
purpose of adjusting financial statements.
For the twelve months ended March 2018, NiSource generated a ratio
of cash flow pre working capital adjustments to debt of 11.9%. If
the ratio is adjusted to reduce debt by about $175 million, the
ratio would improve by 20 basis points.
NiSource's Baa2 Issuer Rating reflects the low business risk of its
operating utilities, with natural gas local distribution companies
(LDC) accounting for 70% of consolidated rate base. The rating also
considers the company's record of credit supportive outcomes across
its seven jurisdictions, including access to recovery mechanisms
that allow 75% of its annual investment to be recovered within a
year or less. Largely offsetting these credit positive attributes
are the company's weak financial ratios and highly levered balance
sheet. At Baa2, NiSource is amongst the lowest rated US-based LDC
utilities in the Moody's rated universe, and juxtaposes the
company's strong regulatory environment against its levered
financial position.
The principal methodology used in this rating was Regulated
Electric and Gas Utilities published in June 2017.
NiSource Inc. (Baa2 Issuer Rating) is a utility holding company
with a portfolio of regulated utility subsidiaries representing one
of the largest natural gas local distribution company systems in
the US.
OLIVABEL LLC: PCF Does Not Consent to Cash Collateral Use
---------------------------------------------------------
Payability Commercial Factors, LLC ("PCF") asks the U.S. Bankruptcy
Court for the Northern District of Florida to prohibit Olivabel,
LLC from any use of PCF's cash collateral.
Prior to the Petition Date, PCF purchased the Debtor's Amazon
accounts' receivables. The Debtor was a customer in good standing
who terminated its account with PCF on April 17, 2018. Then, the
Debtor re-applied for a PCF account on May 4, 2018, went through
PCF's standard underwriting and diligence process and was approved
to re-open its account.
During these few days between these fees May 4, 2018 and the
Petition Date, the Debtor incurred a total debt of $60,689.21 to
PCF. The Debtor's bankruptcy filing -- just a few days after it
reapplied for a PCF account -- came as a complete surprise to PCF.
PCF has reason to believe that it is one of many victims of
Debtor's gross mismanagement or scheme of fraud, as reflected in
part by Debtor's omission of listing any of its secured creditors,
in its Bankruptcy Schedule D filing.
Moreover, at the initial hearing on the Debtor's Motion for
Authority to Pay Affiliate Officer Salary, the Debtor's counsel did
not disclose the existence of any secured creditors to the Court
other than arguing the validity of PCF's secured claim.
The Debtor has not filed a motion seeking authorization to use
PCF's cash collateral, and PCF has not consented to the expenditure
of its cash collateral, including but not limited to, the payment
of any salary to the Debtor's sole officer and shareholder as per
the Debtor's motion.
PCF expressly denies that it has granted any implied consent for
Debtor to use the cash collateral since its interest in the cash
collateral is not adequately protected. PCF objects to Debtor's use
of the cash collateral of PCF, including without limitation any
accounts receivables.
About Olivabel LLC
Founded in 2010, Olivabel LLC is an e-commerce company based in
Destin, Florida.
Olivabel sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. N.D. Fla. Case No. 18-30459) on May 14, 2018. In the
petition signed by Christopher Unangst, owner, the Debtor estimated
assets of less than $50,000 and liabilities of $1 million to $10
million. Judge Jerry C. Oldshue Jr. presides over the case.
Olivabel tapped Bruner Wright, P.A., as its legal counsel.
PEANUT CO: Taps Goering and Granatino P.A. as Accountant
--------------------------------------------------------
The Peanut Co, LLC, seeks approval from the U.S. Bankruptcy Court
for the District of Kansas to hire Goering and Granatino, P.A., as
accountant.
Services to be provided by Goering and Granatino are:
(a) oversee of the internal accounting systems employed by the
Peanut Co., LLC Debtor;
(b) assist Peanut and other professionals employed in the case
to prepare a Plan of Reorganization to be filed with the Court;
(c) assist Peanut and its professionals in preparing and
reviewing financial projections; and
(d) assist the Debtor in complying with the Operational
Guidelines and Reporting Requirements promulgated by the Office of
the United States Trustee.
Goering and Granatino, P.A., will require a small retainer of $750
to commence work.
The firm's hourly rates are:
Partners $250
Associates/Bookkeeper $150
Amber K. Goering, owner of Goering and Granatino, P.A., attests
that neither she, nor any member of her firm, holds or represents
any interest adverse to the estate of the Debtor, and that she and
each member of her firm is a "disinterested person" (11 U.S.C.
Section 327) as that term is defined in 11 U.S.C. Section 101(14).
The accountant can be reached through:
Amber K. Goering, CPA, CGMA
Goering and Granatino, P.A.
84 Corporate Woods
10801 Mastin Boulevard, Ste. 740
Overland Park, KS 66210
Phone: +1 913-396-6225
About The Peanut Co
The Peanut Co, LLC, is a privately-held company whose principal
assets are located at 7489 W. 161st Overland Park, Kansas.
Peanut Co and its affiliates sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D. Kan. Case Nos. 18-20850 to 18-20852)
on April 25, 2018. In the petition signed by Eric Rue Kallevig,
sole member and owner, Peanut Co estimated assets of less than
$50,000 and liabilities of $1 million to $10 million.
PIKE COUNTY, KY: S&P Withdraws 'BB' GO Debt Rating
--------------------------------------------------
S&P Global Ratings withdrew its 'BB' long-term and underlying
ratings on Pike County, Ky.'s general obligation (GO) debt due to
lack of sufficient information to maintain the rating. In S&P's
latest summary analysis on Pike County, it stated that it could
withdraw these ratings if the county did not produce a financial
statement for fiscal 2017 that it viewed as reliable, sufficient,
and timely per its information quality standards.
The county's fiscal 2017 audit, while released in a timely fashion
on June 4, 2018, by the Kentucky State Auditor, has a disclaimer of
opinion because the auditor considers the county's accounting
records as incomplete. The auditor cites multiple material
weaknesses, including that the county did not perform monthly bank
reconciliations, did not record transfers as they occurred, did not
pay invoices in a timely manner as required by statute, and did not
submit a financial report to the state in a timely manner.
S&P said, "Given the auditor's disclaimer of opinion, a lack of
sufficient quantity of financial data in the audit, and our
opinion, based on our interactions with management and the
auditor's comments, that the minimal information presented in the
audit is unreliable, we do not view the information as of
sufficient quality to maintain the long-term and underlying ratings
on the county."
PLAYHUT INC: Taps Goe & Forsythe as General Bankruptcy Counsel
--------------------------------------------------------------
Playhut, Inc., seeks authority from the United States Bankruptcy
Court for the Central District of California (Los Angeles) to hire
Goe & Forsythe, LLP, as its general bankruptcy counsel.
Professional services to be rendered by the counsel are:
a. advise and assist the Debtor with respect to compliance
with the requirements of the United States Trustee;
b. advise Debtor regarding matters of bankruptcy law,
including the rights and remedies of Debtor in regards to their
assets and with respect to the claims of creditors;
c. represent Debtor in any proceedings or hearings in the
Bankruptcy Court and in any action in any other court where
Debtor's rights under the Bankruptcy Code may be litigated or
affected;
d. conduct examinations of witnesses, claimants, or adverse
parties and to prepare and assist in the preparation of reports,
accounts, and pleadings related to this Chapter 11 case;
e. advise Debtor concerning the requirements of the Bankruptcy
Court and applicable rules as the same affect Debtor in this
proceeding;
f. assist Debtor in negotiation, formulation, confirmation,
and implementation of a Chapter 11 plan of reorganization;
g. make any bankruptcy court appearances on behalf of Debtor;
and
h. take such other action and perform such other services as
Debtor may require of the Firm in connection with this Chapter 11
case.
The Firm's current hourly rates are:
PARTNERS
Robert P. Goe $395
Marc C. Forsythe $395
ASSOCIATES
Stephen P. Reider $295
OF COUNSEL
Thomas J. Eastmond $375
Charity J. Miller $325
Robert P. Goe, a member of the law firm of Goe & Forsythe, attests
that the Firm is a disinterested person within the meaning of 11
U.S.C. Sec. 101(14), and the Firm does not have an interest adverse
to Debtor's estate.
The Firm can be reached through:
Robert P. Goe, Esq.
Stephen P. Reider, Esq.
GOE & FORSYTHE, LLP
18101 Von Karman Ave., Ste. 510
Irvine, CA 92612
Tel: (949) 798-2460
Fax: (949) 955-9437
Email: rgoe@goeforlaw.com
sreider@goeforlaw.com
About Playhut, Inc.
Playhut, Inc. -- https://www.playhut.com/ -- is a toy producer
based in City of Industry, California, offering innovative toys
such as indoor and outdoor play structures, baby structures, dolls,
and plushes. Founded in 1992, Playhut's products are sold North
and South Americas, Europe, Asia, and Australia. The company also
partners with major retailers such as Walmart, Target, Kmart,
Toys'R'US, Costco, Amazon, QVC, JC Penney and licensed brands such
as Disney, Marvel, Nickelodeon, HiT, Lucasfilms.
Playhut, Inc., filed a Chapter 11 petition (Bankr. C.D. Cal. Case
No. 18-15972) on May 24, 2018. In the petition signed by Zu Zheng,
president, the Debtor estimates $1 million to $10 million in assets
and $10 million to $50 million in liabilities. The case is
assigned to Judge Julia W. Brand. Robert P. Goe, Esq., and Stephen
Reider, Esq., at Goe & Forsythe, LLP, serve as general bankruptcy
counsel to the Debtor.
POINT.360: Wants Plan Acceptance Exclusivity Moved to Oct. 5
------------------------------------------------------------
BankruptcyData.com reported that Point.360 filed with the U.S.
Bankruptcy Court a motion to extend the exclusivity period for
filing a Chapter 11 Plan and Disclosure Statement and to grant a
90-day extension of the Debtor's plan acceptance exclusivity
period, pursuant to 11 U.S.C. section 1121(d) thus extending the
plan acceptance exclusivity period to October 5, 2018. The
extension motion explains, "Although this is not a 'mega case,' the
Debtor's Chapter 11 case clearly involves complicated 'case
aspects' that create complexity. This complexity may further
develop based on positions taken by parties-in-interest between the
June 28, 2018 Disclosure Statement hearing and Plan confirmation
and positions take on the Medley Complaint. Debtor timely filed its
Disclosure Statement and Plan on May 8, 2018 and set its disclosure
statement for hearing for the Court's first available hearing date
on the minimal time required under the Local Bankruptcy Rules. That
date is within days of the expiration of the Debtor’s plan
acceptance exclusivity period, but the Plan cannot be accepted
before July 7, 2018. The requested extension of exclusivity is
reasonable in view of these complicated aspects of the Debtor's
Chapter 11 case. Medley remains an adversarial party. However,
Debtor's Plan proposes to treat Medley as an unimpaired creditor
under the terms of Medley's loan agreements. Medley has not yet
taken its position on Debtor's Plan. Debtor remains willing to
negotiate with Medley as Medley asserts its position on the Plan.
Thus, the Debtor believes it has made satisfactory progress in
negotiations with its key creditors sufficient to warrant the
extension of exclusivity it has requested herein. The instant
extension as requested by this Motion seeks to retain exclusivity
and the status quo, and thereby avoid the cost and expense of
competing plans while fundamental case contingencies are in the
process of being addressed and resolved." The Court scheduled a
July 5, 2018 hearing to consider the extension motion.
About Point.360
Point.360 (PTSX) -- http://www.point360.com/and
http://www.mvf.com/-- is an integrated media management services
company providing film, video and audio post-production, archival,
duplication and data distribution services to motion picture
studios, television networks, independent production companies and
multinational companies. The Company provides the services
necessary to edit, master, reformat and archive its clients' audio,
video, and film content, which include television programming,
feature films, and movie trailers. On July 8, 2015, Point.360
acquired the assets of Modern VideoFilm to expand the Company's
service offering. The Company also rents and sells DVDs and video
games directly to consumers through its Movie>Q retail stores.
The Company is headquartered in Los Angeles, California.
Point.360 filed a voluntary petition for reorganization under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No.
17-22432) on Oct. 10, 2017.
In the petition signed by Haig S. Bagerdjian, the Company's
Chairman, President and CEO, the Debtor disclosed total assets of
$11.14 million and total debt of $14.77 million as of March 31,
2017.
The Hon. Julia W. Brand is the case judge.
The Debtor hired Lewis R. Landaue, Esq., as bankruptcy counsel;
TroyGould PC, as transactional counsel; Daniel P. Hogan,
Attorney-at-Law, as special litigation counsel; GlassRatner
Advisory & Consulting Group, LLC as financial consultant; and
Holthouse Carlin & Van Trigt LLP as accountant.
The Office of the U.S. Trustee appointed an official committee of
unsecured creditors on March 22, 2018. The Committee retained
Brinkman Portillo Ronk, APC, as its legal counsel.
PRANA YOGA: Authorized to Continue Using Cash Collateral
--------------------------------------------------------
The Hon. Robert E. Grant of the U.S. Bankruptcy Court for the
Northern District of Indiana has entered an order authorizing Prana
Yoga, LLC, to continue using cash collateral in accordance with the
Court's order of May 15, 2018 and the parties' agreed budget
pending the Court's ruling on the forthcoming motion.
The Court will not consider approving the stipulation and interim
agreed order regarding cash collateral and adequate protection,
tendered by Debtor and Centier Bank, absent an appropriate motion
and notice to all creditors and parties in interest with an
objection deadline at least 21 days after June 20, 2018 (the
currently scheduled meeting of creditors).
A full-text copy of the Order is available at
http://bankrupt.com/misc/innb18-10819-31.pdf
About Prana Yoga
Prana Yoga, LLC, filed a Chapter 11 petition (Bankr. N.D. Ind. Case
No. 18-10819) on May 8, 2018. It is organized in the state of
Indiana and operates a yoga instruction and training studio in Fort
Wayne, IN. In the petition signed by Danielle M. McGuire, member,
the Debtor estimated at least $50,000 in assets and $100,001 to
$500,000 in liabilities. The Debtor is represented by Daniel J.
Skekloff, Esq. at Haller & Colvin, PC.
PRINCETON ALTERNATIVE: Taps Steven W. Rhodes as Mediator
--------------------------------------------------------
Princeton Alternative Income Fund, LP and Princeton Alternative
Funding LLC seek approval from the U.S. Bankruptcy Court for the
District of New Jersey to hire JAMS/Hon. Steven Rhodes to provide
mediation services, to take place in New York City.
JAMS charges each party a $275 initial case management fee;
professional fees for Hon. Steven W. Rhodes (ret.) are $800 per
hour, to be split 50/50 between plaintiffs & defendants.
Hon. Steven W. Rhodes attests that he is a disinterested person
under 11 U.S.C. Sec. 101(14), and does not represent or hold any
interest adverse to the debtor or the estate with respect to the
matter for which he/she will be retained under 11 U.S.C. Sec.
327(e).
The firm can be reached through:
Hon. Steven W. Rhodes
JAMS
150 West Jefferson, Suite 850
Detroit, MI 48226
Phone: +1 313-872-1100
About Princeton Alternative
Princeton Alternative Income Fund, LP, and Princeton Alternative
Funding LLC, a fund management company, sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. N.J. Lead Case No.
18-14603) on March 9, 2018.
In the petitions signed by John Cook, authorized representative,
PAIF estimated assets of $50 million to $100 million and
liabilities of $1 million to $10 million. PAF had estimated assets
of less than $100,000 and liabilities of $1 million to $10 million.
Judge Michael B. Kaplan presides over the cases. Sills Cummis &
Gross, P.C., is the Debtor's counsel.
PURE AGROBUSINESS: $46,533 Retainer for Kutner Brinen Approved
--------------------------------------------------------------
BankruptcyData.com reported that the U.S. Bankruptcy Court issued
an order approving Way To Grow's motion to approve retainer in the
amount of $46,533. Way To Grow is a debtor affiliate of Pure
Agrobusiness Inc. As previously reported, "In connection with the
Debtor's Chapter 11 filing, the Debtor retained the form of Kurtner
Brinen, P.C. (KB) to represent it as bankruptcy counsel in this
case. The Debtor proposes the following payment procedure: KB shall
be paid through the retainer, or by the Debtor, on a monthly basis:
(1) 100% of the out of pocket costs incurred as allowable under the
guidelines established by the United States Trustee’s Office; and
(2) 80% of the fees incurred. The attorney fees and costs that will
be paid monthly will generally be paid from the retainer first and
then, if needed, by the Debtor from cash generated out of income or
business operations. It is estimated that the fees and costs will
approximate $10,000 per month for the first and second month and
then $5,000 per month on an average thereafter until plan
confirmation."
About Pure Agrobusiness Inc.
Pure Agrobusiness, Inc., is a holding company devoted to the
organic growth of its existing divisions, including retail and
wholesale, and to the acquisition, consolidation and integration of
hydroponic retail stores throughout the United States. It supplies
lighting products, fertilizer and nutrient products, controllers
and technology products, environment control equipment, and
grow-mediums to the medical and recreational cannabis industry as
well as to the indoor horticulture and specialty crop market.
Way to Grow, Inc., and Green Door Hydro and Solar Electric, Inc.,
are subsidiaries of Pure Agrobusiness. Way to Grow is a supplier
in the hydroponics market with over six strategic locations in
Colorado while Green Door is a hydro shop in downtown Los Angeles.
Pure Agrobusiness, Way to Grow, and Green Door sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case Nos.
18-14334, 18-14330 and 18-14333) on May 18, 2018. The cases are
jointly administered under Case No. 18-14330.
In the petitions signed by CEO Richard Byrd, each of the Debtor
estimated $500 million to $1 billion in assets and $500 million to
$1 billion in liabilities.
Lee M. Kutner, Esq., of Kutner Brinen, P.C., serves as the Debtors'
counsel.
PURPLE SHOVEL: Taps Norman and Bullington PA as Attorney
--------------------------------------------------------
Purple Shovel, LLC, seeks authority from the U.S. Bankruptcy Court
for the Middle District of Florida (Tampa) to hire Shiela D. Norman
and Norman and Bullington P.A. as attorney.
Professional services the Ms. Norman will render are:
a. give the Debtor legal advice with respect to its powers and
duties as Debtor and Debtor-In-Possession in the continued
operation of its business and management of its property if
appropriate;
b. prepare, on behalf of the Debtor, necessary applications,
answers, orders, reports, complaints, and other legal papers and
appear at hearings thereon;
c. perform all other legal services for the Debtor which may
be necessary.
Ms. Norman will charge $300 per hour for her services. A retainer
in the amount of $15,000 was received by the counsel on June 1,
2018.
Sheila D. Norman, Esq., managing partner at the firm, attests that
she and her firm represent no interest adverse to the Debtor or its
estate.
The Counsel can be reached through:
Sheila D Norman, Esq.
THE LAW OFFICES OF NORMAN AND BULLINGTON
106 South Armenia Avenue
Tampa, FL 33609
Tel: 813-251-6666
Fax: 813-254-0800
Email: sheila@normanandbullington.com
About Purple Shovel
Based in Tampa, Florida, Purple Shovel, LLC --
http://www.purpleshovel.com/-- is a certified Service Disabled
Veteran-Owned Small Business (SDVOSB) founded in 2010 to provide
value-added solutions to an array of domestic and international
challenges. Purple Shovel affords its clients a single point of
contact to transport materials and aid anywhere in the world,
including remote regions inaccessible to others.
Purple Shovel filed a Chapter 11 petition (Bankr. M.D. Fla. Case
No. 18-04599) on June 1, 2018. In the petition signed by Benjamin
Worrell, manager, the Debtor disclosed $1.01 million in assets and
$12.35 million in liabilities. Judge Caryl E. Delano is the case
judge. The Law Offices of Norman and Bullington serves as counsel
to the Debtor.
QUOTIENT LIMITED: May Issue Add'l 200,000 Shares Under 2014 Plan
----------------------------------------------------------------
Quotient Limited filed with the Securities and Exchange Commission
a Form S-8 registration statement to register 200,000 ordinary
shares issuable under the company's Amended and Restated 2014
Equity Incentive Plan.
Quotient Limited has registered an aggregate of 2,820,206 ordinary
shares for issuance under the Amended and Restated 2014 Stock
Incentive Plan pursuant to Registration Statements on Form S-8
(Nos. 333-195507, 333-214483 and 333-218462) filed with the SEC on
April 25, 2014, Nov. 7, 2016 and June 2, 2017, respectively.
Pursuant to an "evergreen" provision contained in the Amended and
Restated 2014 Plan, on April 1 of each year through 2023, the
number of shares authorized for issuance under the Amended and
Restated 2014 Plan automatically increases by an amount equal to
the lesser of 1% of the total number of the Company's ordinary
shares outstanding on March 31 of the preceding year, 200,000
ordinary shares or such smaller amount as determined by the Board
of Directors of the Company. Pursuant to this provision, on
April 1, 2018, 200,000 additional ordinary shares became authorized
for issuance under the Amended and Restated 2014 Plan.
The Company filed the Registration Statement on Form S-8 to
register 200,000 ordinary shares that were automatically added to
the number of shares authorized for issuance under the Amended and
Restated 2014 Plan pursuant to the "evergreen" provision contained
in the Amended and Restated 2014 Plan.
A full-text copy of the prospectus is available for free at:
https://is.gd/ElsFnM
About Quotient Limited
Penicuik, United Kingdom-based Quotient Limited is a
commercial-stage diagnostics company committed to reducing
healthcare costs and improving patient care through the provision
of innovative tests within established markets. With an initial
focus on blood grouping and serological disease screening, Quotient
is developing its proprietary MosaiQTM technology platform to offer
a breadth of tests that is unmatched by existing commercially
available transfusion diagnostic instrument platforms. The
Company's operations are based in Edinburgh, Scotland; Eysins,
Switzerland and Newtown, Pennsylvania.
As of March 31, 2018, Quotient Limited had $123.8 million in total
assets, $138.5 million in total liabilities and a total
shareholders' deficit of $14.63 million.
Quotient reported a net loss of $82.33 million for the year ended
March 31, 2018, compared to a net loss of $85.06 million for the
year ended March 31, 2017.
The report from the Company's independent accounting firm Ernst &
Young LLP, in Belfast, United Kingdom, the Company's auditor since
2007, on the consolidated financial statements for the year ended
March 31, 2018, includes an explanatory paragraph stating that the
Company has recurring losses from operations and planned
expenditure exceeding available funding, and has stated that
substantial doubt exists about the Company's ability to continue as
a going concern.
RELATIVITY MEDIA: Committee Objects to DIP Loan Motion
------------------------------------------------------
BankruptcyData.com reported that Relativity Media's Official
Committee of Unsecured Creditors filed with the U.S. Bankruptcy
Court an objection to the Debtors motion for (i) entry of interim
and final orders authorizing the Debtors to obtain post-petition
financing and use cash collateral and (ii) scheduling a final
hearing.
According to the report, the Committee asserts, "At the first day
hearing on May 9, 2018, the Court expressed its concern that the
DIP Motion represented a serious and unwarranted overreach by the
proposed lender, Ultra V Holdings LLC ('Ultra V'). Ultra V recently
purchased the Debtors' first-lien Prepetition Secured Note,
presumably for a fraction of the face amount, and, having appointed
its own chief restructuring officer at the Debtors, is exercising
de facto day to day control over these chapter 11 cases for Ultra
V's own benefit. The Court agreed to authorize the Debtors to
borrow approximately only half of the interim loan amount requested
by the Debtors, and only after requiring the Debtors to delete from
the Interim Order specific flawed provisions that the Court
believed were not appropriate. The DIP Lender reserved for itself
the right to seek 'restatement' of those stricken provisions at the
Final Hearing. On June 6, 2018, only 48 hours before this Objection
is due, the Committee received a draft proposed final DIP order
(the 'Proposed Final DIP Order'). Regrettably, the Debtors
disregarded the Court's exhortation and are now seeking restatement
of many of the provisions that had been deleted from the Interim
Order upon the Court's insistence. As the Court has already
preliminarily concluded and as discussed herein, those provisions
have no place in a final debtor-in-possession financing order and
must be excised again. In addition, the Committee objects to
certain other provisions in the Proposed Final DIP Order that
threaten to strip value from the estates for the exclusive benefit
of Ultra V and/or seriously hamper the Committee's ability to serve
as a fiduciary. It is ultimately the Debtors' burden to establish
that the proposed DIP Loan is in the best interest of their
estates. The Debtors assert that they cannot obtain financing from
another source with superior terms. But even if true, the law does
not permit the Debtors to make concessions to Ultra V to the
detriment of the estates or to subvert the reorganizational process
set forth in the Bankruptcy Code simply because the Debtors think
they do not have a choice. The objective of Ultra V is
straightforward: it wants to purchase, using its 'credit bidding'
right, and free and clear of all other competing claims, all the
valuable assets of the Debtors under the auspices of Section 363 of
the Bankruptcy Code. Ultra's motive in funding the Debtors and
these Chapter 11 cases is therefore far from altruistic; it sees
value in the assets of the Debtors and has adopted a classic 'loan
to own' strategy in a deliberative effort to acquire them. To the
extent that the value of the assets of the Debtors diminishes, it
will also directly harm the economic interest of Ultra V by
impairing the value of its investment. To carry their burden on the
DIP Motion, the Debtors must therefore demonstrate that they
properly utilized their bargaining power and leverage vis-a-vis
Ultra V to reach terms that will confer a net benefit on their
estates. This they cannot do here in light of the blatant features
in the DIP Loan Documents that are highly prejudicial to the
estates."
About Relativity Media
Relativity Media, LLC, is an American media company headquartered
in Beverly Hills, California, founded in 2004 by Lynwood Spinks and
Ryan Kavanaugh.
Relativity Media and its affiliates sought protection under Chapter
11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 18-11358)
on May 3, 2018. This is the company's second trip to Chapter 11.
Relativity Media LLC and its affiliates, including Relativity
Fashion, LLC, previously sought protection under Chapter 11 of the
Bankruptcy Code on July 30, 2015 (Bankr. S.D.N.Y. Case No.
15-11989).
In the petitions signed by Colin M. Adams, CRO, Relativity Media
estimated assets of $100 million to $500 million and liabilities of
$500 million to $1 billion.
Judge Michael E. Wiles presides over the cases.
The Debtors tapped Winston & Strawn LLP as their legal counsel;
M-III Partners, LP, as restructuring advisor; and Prime Clerk LLC
as noticing and claims consultant.
A five member panel has been appointed as the Official Committee of
Unsecured Creditors in the cases on May 18, 2018. Robins Kaplan
LLP has been tapped to serve as counsel for the Committee.
The Debtors are seeking to execute a private sale of substantially
all of their assets to UltraV Holdings LLC, for a $40 million
credit bid plus $350,000 cash, subject to higher and better offers.
RENATO'S GRILL: Taps Kelley & Fulton PL as General Counsel
----------------------------------------------------------
Renato's Grill, Inc., seeks authority from the U.S. Bankruptcy
Court for the Southern District of Florida to hire Craig I. Kelley,
Esq. and Kelley & Fulton, P.L., as general counsel.
Professional services the firm will render are:
a. advise the Debtor generally regarding matters of bankruptcy
law in connection with its case;
b. advise the Debtor of the requirements of the Bankruptcy
Code, the Federal Rules of Bankruptcy Procedure, applicable
bankruptcy rules, including local rules, pertaining to the
administration of the Case and U.S. Trustee Guidelines related to
the daily operation on its business and administration of the
estate:
c. represent the Debtor in all proceedings before the Court;
d. prepare and review motions, pleadings, orders,
applications, adversary proceedings, and other legal documents
arising in this case;
e. negotiate with creditors, prepare and seek confirmation of
a plan of reorganization and related documents, and assist the
Debtor with implementation of any plan; and
f. perform all other legal services for the Debtor.
Craig I. Kelley, Esq., will perform the legal services at the
reduced hourly rate of $425.00 per hour.
Craig I. Kelley, Esq., attorney at the firm, attests that neither
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 counsel can be reached through:
Craig I. Kelley, Esq.
Kelley & Fulton, P.L.
1665 Palm Beach Lakes Blvd.
The Forum - Suite 1000
West Palm Beach, FL 33401
Tel: (561) 491-1200
Fax: (561) 684-3773
About Renato's Grill
Renato's Grill, Inc., filed a Chapter 11 petition (Bankr. S.D. Fla.
Case No. 18-14119) on April 9, 2018. In the petition signed by
Giuseppina Maira, vice-president, the Debtor estimated assets of
less than $50,000 and liabilities of less than $1 million. Craig
I. Kelley, Esq., at Kelley & Fulton, PL, serves as counsel to the
Debtor.
RESOLUTE ENERGY: Completes $75 Million Notes Exhange Offer
----------------------------------------------------------
Resolute Energy Corporation announced the completion of its offer
to exchange up to $75,000,000 aggregate principal amount of its
8.50% Senior Notes due 2020, which have been registered under the
Securities Act of 1933, as amended, for up to $75,000,000 of its
outstanding unregistered 8.50% Senior Notes due 2020, which were
issued on April 9, 2018.
The exchange offer expired at 5:00 p.m. New York City time on June
7, 2018. As of the expiration date, $75,000,000 in aggregate
principal amount, or 100% of the Old Notes had been validly
tendered for exchange and not withdrawn. Resolute accepted all of
the Old Notes tendered in exchange for a like principal amount of
the corresponding series of the Exchange Notes, and settlement
occurred on June 11, 2018.
About Resolute Energy
Based in Denver, Colorado, Resolute Energy Corp. (NYSE:REN) --
http://www.resoluteenergy.com/-- is an independent oil and gas
company focused on the acquisition and development of
unconventional oil and gas properties in the Delaware Basin portion
of the Permian Basin of west Texas.
Resolute incurred a net loss available to common shareholders of
$7.70 million in 2017 following a net loss available to common
shareholders of $161.7 million in 2016. As of March 31, 2018,
Resolute Energy had $686.3 million in total assets, $767.9 million
in total liabilities and a total stockholders' deficit of $81.59
million.
REVOLUTION ALUMINUM: Unsecureds to Get 10% to 15% Under Plan
------------------------------------------------------------
Revolution Aluminum Propco, LLC's Fourth Amended Disclosure
Statement provides that Holders of Allowed Unsecured Claims,
classified in Class 4, are estimated to recover 10% to 15%. The
total estimate of the Allowed Class 4 Claims is $3,223,068. The
Class 4 estimated percentage recovery could be enhanced if
avoidance and preservation claims in pending litigation are
realized.
Propco is a single asset real estate entity and its sole asset is
the land, certain improvements, and infrastructure located at 300
Williams Lake Road in Pineville, Louisiana. The Property is
subject to a mortgage in favor of Cervenka & Lukes Mortgage Corp.
Although Carr's filed a privilege (lien) against the property in
2016, the Trustee has disputed whether Carr's has a valid claim
against the Estate, and whether Carr's holds a valid lien right.
The Carr's claim is subject to an Adversary Proceeding bearing case
number 17-8004 seeking to determine if any amount is owed by the
Estate and the validity of any lien. Acadiana has also asserted a
privilege (lien) in an unspecified portion of the Property and
filed an adversary proceeding bearing case number 17-08009. The
resolution of the Adversary Proceedings will determine how many
creditors have a lien against the Property and the amount of any of
these liens. The Trustee has also disputed whether (i) Acadiana has
a valid claim against the Estate in any amount or that, in the
event the Court finds Acadiana does a claim against the Estate,
whether (ii) such claim is secured.
A full-text copy of the Fourth Amended Disclosure Statement is
available at:
http://bankrupt.com/misc/lawb16-81024-441.pdf
About Revolution Aluminum
Revolution Aluminum Propco, LLC, is a Louisiana company established
in 2015. It owns a real property comprised of approximately 1,400
acres in Pineville, Louisiana. The property, which is the
Company's sole asset, is an industrial park and the former site of
a paper mill.
Revolution Aluminum Propco is 100% owned by its parent company,
Revolution Aluminum LLC, and is managed by Roger Boggs. Ryan &
Associates, Inc., Engineered Products, Inc., and Tina J. Hertzel
filed an involuntary Chapter 11 case (Bankr. W.D. La., Case No.
16-81024) against Revolution Aluminum Propco on Sept. 15, 2016.
The Court entered an order officially placing the Debtor in
bankruptcy on Feb. 1, 2017.
The petitioning creditors are represented by Bradley L. Drell,
Esq., at Gold, Weems, Bruser, Sues & Rundell.
Steffes, Vingiello & McKenzie, LLC, serves as the Debtor's
bankruptcy counsel. The Debtor hired Beau Box Real Estate as real
estate broker and manager.
On March 16, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The Committee retained
Gold Weems Bruser Sues & Rundell, APLC, as counsel.
The Court directed the appointment of a chapter 11 trustee on Sept.
25, 2017.
Lucy G. Sikes was appointed Chapter 11 trustee for the Debtor. The
appointment
of the Trustee relieved the Debtor of its status as
debtor-in-possession. The Trustee retained STEWART ROBBINS &
BROWN, LLC, as counsel.
REX ENERGY: Hires Ordinary Course Professionals
-----------------------------------------------
R.E. Gas Development, LLC, and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the Western District of
Pennsylvania to hire professionals employed by the Debtors in the
ordinary course of business.
The Debtors desire to continue to employ Ordinary Course
Professionals to render a wide variety of services to their estates
in the same manner and for the same purpose as the professionals
did before the bankruptcy filing.
The Ordinary Course Professionals are:
K & L Gates LLP Attorneys Litigation and
Corporate
STEPTOE & JOHNSON PLLC Attorneys Litigation and
Corporate
Western Land Services Inc Land Agent Services
BDO VALUATION ADVISORS, LLC Accounting/Tax Consultant
Frost Brown Todd LLC Attorneys - Litigation and
Corporate
Baker Tilly Virchow Krause, LLP Auditor
The HDH Group, Inc Employee Benefits/HR
Consultant
Aegis Energy Risk, LLC Financial Consultant
Protiviti IT Consultant/Auditor
DELOITTE TAX LLP Tax Consultant
Enviro Trac Ltd Environmental Consultant
Morefield Communications, Inc. IT Consultant
2k Networking IT Consultant
About Rex Energy Corp.
Rex Energy Corporation -- http://www.rexenergy.com-- and its
subsidiaries are independent oil and gas companies operating in the
Appalachian Basin, engaged in the acquisition, production,
exploration and development of oil, natural gas and natural gas
liquids. They are focused on drilling and exploration activities
in the Marcellus Shale, Utica Shale and Upper Devonian Shale. Rex
Energy is headquartered in State College, Pennsylvania and became a
public company in 2007.
On May 18, 2018, Chapter 11 cases were filed by Rex Energy
Corporation (Bankr. W.D. Pa. Case No. 18-22033) and its affiliates
R.E. Gas Development, LLC (Bankr. W.D. Pa. Case No. 18-22032), Rex
Energy Operating Corp. (Case No. 18-22034), and Rex Energy I, LLC
(Case No. 18-22035). R.E. Gas Development is the lead case.
In the petitions signed by Thomas C. Stabley, president and CEO,
the Debtors listed total assets of $851,000,957 and total debt of
$984,529,090 as of April 30, 2018.
Judge Jeffery A. Deller presides over the cases.
James D. Newell, Esq., Timothy P. Palmer, Esq., and Tyler S.
Dischinger, Esq., at Buchanan Ingersoll & Rooney PC and Scott J.
Greenberg, Esq., Michael J. Cohen, Esq., Anna Kordas, Esq., Thomas
A. Howley, Esq., and Rachel Biblo Block, Esq., at Jones Day, serve
as the Debtors' bankruptcy counsel.
The Debtors tapped Perella Weinberg Partners as their investment
banker; FTI Consulting, Inc., as financial advisor; and Prime Clerk
LLC as claims and noticing agent.
The Office of the U.S. Trustee for Region 3 appointed an official
committee of unsecured creditors on May 29, 2018.
RICHARDSON INVESTMENTS: Trustee Taps McLemore Auction as Auctioneer
-------------------------------------------------------------------
Elizabeth L. Murphy, as substituted for David Bridges, as Trustee
of Richardson Investments, LLC of Nashville, seeks authority from
the U.S. Bankruptcy Court for the Middle District of Tennessee to
hire McLemore Auction Company, LLC, as auctioneer for the purpose
of selling 5522 Clarksville Pike, Joelton Tennessee, 38080 via
online auction.
The Auctioneer's commission is 10% of gross proceeds for real
property.
William T. McLemore, auctioneer with McLemore Auction Company, LLC,
attests that he is disinterested within the meaning of 11 U.S.C.
Sec. 101(14) and holds no interest adverse to the estate.
The firm can be reached through:
William T. McLemore
McLemore Auction Company, LLC
470 Woodycrest Ave
Nashville, TN 37210
Phone: +1 615-517-7675
About Richardson Investments
Richardson Investments LLC, a small business debtor as defined in
11 U.S.C. Section 101(51D), is the fee simple owner of a commercial
strip center located at 5428 Clarksville Highway, Whites Creek,
Tennessee, valued by the company at $1.1 million. The company
reported gross revenue of $55,800 in 2016 and gross revenue of
$55,800 in 2015.
Richardson Investments LLC of Nashville sought Chapter 11
protection (M.D. Tenn. Case No. 17-07377) on Oct. 31, 2017. Judge
Randal S. Mashburn presides over the case. In the petition signed
by Gregory Richardson, its chief manager, the Debtor disclosed
total assets at $1.21 million and total liabilities at $920,600.
The Debtor tapped Steven L. Lefkovitz, Esq., at Lefkovitz &
Lefkovitz, as counsel.
RMH FRANCHISE: Hires Hilco Real Estate as Real Estate Advisor
-------------------------------------------------------------
RMH Franchise Holdings, Inc., and its affiliated debtors seek
approval from the U.S. Bankruptcy Court for the District of
Delaware to hire Hilco Real Estate, LLC, as real estate advisor and
consultant.
Services to be rendered by Hilco are:
(a) meet with the Debtors to ascertain the Debtors' goals,
objectives, and financial parameters;
(b) mutually agree with the Debtors with respect to a
strategic plan for restructuring, selling, assigning, or subleasing
certain of the Leases;
(c) on the Debtors' behalf, negotiate the terms of
restructuring, assignment, sublease, and sale agreements with third
parties and the Landlords under the Leases, in accordance with the
Strategy;
(d) provide written reports periodically to the Debtors
regarding the status of such negotiations; and
(e) assist the Debtors in closing the pertinent Lease
restructuring, assignment, subleasing, and sale agreements.
Hilco's fees are:
(a) Restructuring. For any Restructured Lease, Hilco shall
earn a fee equal to a base fee of $1,500 plus the aggregate
Restructured Lease Savings multiplied by 5.50%.
(b) Assignment/Sales/Subleases. For each Lease that becomes
an Assigned/Sold/Sublet Lease, Hilco shall earn a fee equal to the
Assigned/Sold/Sublet Lease Fee. The amounts payable on account of
an Assigned/Sublet Lease shall be paid in a lump sum upon closing
of the transaction having the effect of assigning, selling or
subletting all or a portion of the premises under the Lease, as the
case may be; provided, however, that notwithstanding in the
Agreement to the contrary, no Assigned/Sold/Sublet Lease Fee shall
be payable with respect to any Leases that are assumed and assigned
to a purchaser of all or substantially all of the Debtors’ or a
division of the Debtors' assets (but a Restructured Lease Savings
Fee may still be due to Hilco as a result of such sale or
assignment).
(c) Free and Clear. All fees payable to Hilco are to be free
and clear of any liens, claims, and encumbrances, including the
liens of any secured parties.
Ryan Lawlor, managing member of Hilco Real Estate, attests that
Hilco does not hold any interest adverse to the Debtors' estates;
has no connection with the Debtors, their creditors, equity
security holders, or related parties; and is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.
The advisor can be reached through:
Ryan Lawlor
Hilco Real Estate, LLC
5 Revere Drive, Suite 320
Northbrook, IL 60062
Phone: 847-714-1288
Fax: 847-714-1289
About RMH Franchise
RMH Franchise, headquartered in Atlanta, Georgia --
https://www.rmhfranchise.com/ -- is an Applebee's restaurant
franchisee with over 163 standardized restaurants located across 15
states. RMH Holdings is the direct or indirect parent of each of
the other Debtors. ACON Franchise Holdings, LLC, a non-debtor,
owns 100% of the shares of RMH Holdings.
RMH Franchise Holdings, Inc., and certain of its affiliates filed
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 18-11092) on May
8, 2018. In the petitions signed by Michael Muldoon, president.
At the time of filing, RMH Franchise Holdings estimated assets and
liabilities at $100 million to $500 million each.
Affiliates that concurrently filed voluntary petitions for relief
under Chapter 11 of the Bankruptcy Code are NuLnk, Inc. (Bankr. D.
Del. Case No. 18-11093), RMH Illinois, LLC (Case No. 18-11094), RMH
Franchise Corporation (Case No. 18-11095), and Contex Restaurants,
Inc. (Case No. 18-11096).
The case is assigned to Judge Brendan Linehan Shannon.
Young, Conaway, Stargatt & Taylor, LLP, serves as bankruptcy
counsel to the Debtors, and Mastodon Ventures, Inc., is the
restructuring advisor.
RMH FRANCHISE: Hires Mastodon Ventures as Investment Banker
-----------------------------------------------------------
RMH Franchise Holdings, Inc., and its affiliated debtors seek
approval from the U.S. Bankruptcy Court for the District of
Delaware to hire Mastodon Ventures, Inc., as investment banker.
Services to be provided by Mastodon are:
(a) assist and advise the Debtors and any of their other
professionals in evaluating reviewing and analyzing the results of
the Debtors' operations, financial condition, and business plan;
(b) assist and advise the Debtors and any of their
professionals in reviewing and analyzing a potential restructuring
transaction;
(c) advise and assist the Debtors on the development,
preparation, and distribution of a confidential information
memorandum or other presentation materials required to describe the
Debtors or a restructuring transaction for the purposes of
generating interest and constituent support;
(d) assist the Debtors in formulating a marketing strategy for
a restructuring transaction;
(e) assist the Debtors in identifying, screening and
contacting potential transaction partners for a restructuring
transaction, and, if requested, meet with potential Transaction
Partners and provide them with the CIM or other appropriate
presentations including other select information, documents, and
other materials about the Debtors' assets, properties or businesses
that is acceptable to the Debtors, subject to customary business
confidentiality agreements, in an effort to create interest in a
restructuring transaction;
(f) assist the Debtors and their other professionals in
reviewing the terms of any proposed restructuring transaction and
in evaluating alternative proposals for such transactions;
(g) advise the Debtors on the implications of any proposed
potential restructuring transaction and strategic alternatives to
maximize the Debtors' business enterprise value;
(h) advise and assist the Debtors and their other
professionals with the development, structuring, negotiation and
implementation of any restructuring transaction(s), including
participating as a representative of the Debtors with other parties
involved in any restructuring transaction, if requested;
(i) attend meetings of the Debtors' board of directors or
managers and render advice with respect to matters on which
Mastodon has been engaged;
(j) provide expert advice and testimony regarding matters
related to any restructuring transaction(s), if necessary,
including advising and attending meetings of the Debtors' creditor
groups, official constituencies and other interested parties, as
the Debtors and Mastodon determine to be necessary or desirable;
(k) assist the Debtors in obtaining debtor-in-possession
financing, if required during the pendency of the Chapter 11 Cases;
(l) if requested by the Debtors, participate in hearings
before the United States Bankruptcy Court for the District of
Delaware and provide relevant testimony with respect to the matters
mutually agreed upon by the Debtors and Mastodon in connection any
proposed restructuring transaction or related matters; and
(m) provide other investment banking services in connection
with a restructuring transaction as Mastodon and the Debtors may
mutually agree upon.
Mastodon's fees are:
(a) Retainer. A non-refundable engagement fee of $25,000
payable upon execution of the Agreement;
(b) Monthly Fee(s). In addition to the other fees provided
for, provided that the engagement contemplated by the Agreement has
not been terminated, on the first day of each month beginning June
1, 2018, and thereafter, until the engagement has been terminated,
the Debtors shall pay Mastodon in advance, without notice or
invoice, a non-refundable cash fee of $25,000. Each Monthly Fee
shall be earned upon Mastodon's receipt thereof in consideration of
Mastodon accepting the Agreement and performing services under the
Agreement;
(c) Transaction Fee(s). In addition to the other fees
provided for in the Agreement, upon the closing of a Restructuring
Transaction, Mastodon shall be entitled to receive a fee, payable
in cash, immediately and directly from the proceeds of such
Restructuring Transaction and/or plan of reorganization, as a cost
of such restructuring, that is calculated as 3% of Aggregate Gross
Consideration less a credit for all amounts previously paid to
Mastodon in connection with paragraphs 3 (a) – (b); and
(d) Minimum Success Fee. Upon and subject to the consummation
(i.e., closing) of the Restructuring Transaction and/or plan of
reorganization, Mastodon shall be entitled to receive at closing a
minimum fee of $350,000; provided however, that no Minimum Success
Fee will be due unless the Restructuring Transaction is completed
as evidenced by the confirmation of a plan of reorganization by the
Court or other disposition of the Debtors' assets. For the
avoidance of doubt either the Transaction Fee or the Minimum
Success Fee, whichever is greater, but not both, will be payable.
Robert S. Hersch, officer of Mastodon Ventures, attests that
Mastodon does not hold any interest materially adverse to the
Debtors' estates; has no connection with the Debtors, their
creditors, equity security holders, or related parties; and is a
"disinterested person" within the meaning of section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Robert Hersch
Mastodon Ventures, Inc.
515 Congress Avenue, Suite 1400
Austin, TX 78701
Phone: 512-498-1200
Fax: 512-498-1201
E-mail: rhersch@mastodonventures.com
About RMH Franchise
RMH Franchise, headquartered in Atlanta, Georgia --
https://www.rmhfranchise.com/ -- is an Applebee's restaurant
franchisee with over 163 standardized restaurants located across 15
states. RMH Holdings is the direct or indirect parent of each of
the other Debtors. ACON Franchise Holdings, LLC, a non-debtor,
owns 100% of the shares of RMH Holdings.
RMH Franchise Holdings, Inc., and certain of its affiliates filed
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 18-11092) on May
8, 2018. In the petitions signed by Michael Muldoon, president.
At the time of filing, RMH Franchise Holdings estimated assets and
liabilities at $100 million to $500 million each.
Affiliates that concurrently filed voluntary petitions for relief
under Chapter 11 of the Bankruptcy Code are: NuLnk, Inc. (Bankr. D.
Del. Case No. 18-11093), RMH Illinois, LLC (Case No. 18-11094), RMH
Franchise Corporation (Case No. 18-11095), and Contex Restaurants,
Inc. (Case No. 18-11096).
The case is assigned to Judge Brendan Linehan Shannon.
Young, Conaway, Stargatt & Taylor, LLP, serves as bankruptcy
counsel to the Debtors, and Mastodon Ventures, Inc., is the
restructuring advisor.
RMWM PARTNERS: Taps David P. Lloyd as Legal Counsel
---------------------------------------------------
RMWM Partners, LLC and RMWM Investors, LLC, seek approval from the
U.S. Bankruptcy Court for the Northern District of Illinois to hire
David P. Lloyd, Ltd., as their legal counsel.
The firm will represent the Debtors in negotiations with their
creditors; prepare a bankruptcy plan; examine and resolve claims
filed against their estates; and provide other legal services
related to their Chapter 11 cases.
Lloyd will charge $400 per hour for the principal of the firm and
$250 per hour for associates. David Lloyd, Esq., the attorney who
will be handling the cases, charges an hourly fee of $400.
The firm can be reached through:
David P. Lloyd, Esq.
David P. Lloyd, Ltd.
615B S. LaGrange Rd.
La Grange, IL 60525
Phone: 708-937-1264
Fax: 708-937-1265
E-mail: info@davidlloydlaw.com
About RMWM Partners and RMWM Investors
RMWM Partners LLC owns in fee simple a real property located at
1460-70 Golf Road, Rolling Meadows, Illinois, valued by the company
at $24.30 million.
RMWM Partners and its affiliate RMWM Investors, LLC, sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D.
Ill. Case Nos. 18-12808 and 18-12812) on May 1, 2018.
In the petitions signed by Gus Dahleh, manager, RMWM Partners
disclosed $24.3 million in assets and $21.2 million in liabilities.
RMWM Investors disclosed $12.9 million in liabilities and zero
assets.
Judge Benjamin A. Goldgar presides over the cases.
David P. Lloyd, Ltd., is the Debtors' counsel.
ROCKPORT COMPANY: Committee Objects to Final OK of Bankr. Loan
--------------------------------------------------------------
BankruptcyData.com reported that the Rockport Company's Official
Committee of Unsecured Creditors filed with the U.S. Bankruptcy
Court an objection to the Debtors' motion for entry of interim and
final orders authorizing the Debtors to (a) obtain post-petition
financing on a super-priority, senior secured basis and (b) use
cash collateral. The committee asserts, "While the Committee is
aware that the Court approved the initial $10 million advance under
the DIP Note Facility and the corresponding $20 million roll-up at
the first day hearing, the waiver of marshalling and authorization
to borrow and roll-up an additional $10 million (the 'Final Draw')
and $20 million (the Final Roll-Up'), respectively, remain subject
to entry of a final order. The Committee submits that this
additional relief should not be granted, not only because it will
further prejudice unsecured creditors by solidifying the
Noteholders' grab of previously unencumbered value, but also
because the Final Draw is not necessary. As currently constructed,
the Debtor's Budget projects that $6 million of the additional $10
million will be borrowed. However, the Budget relies on the
assumption that the Debtors will spend $8 million in the early
weeks of these cases to repay vendors. Accordingly, the Debtors
cannot show that they need any additional funding, and the roll-up
and other protections granted to the lenders become even more
egregious." The committee also filed with the Court a motion to
file under seal its objection to motion of Debtors to obtain
post-petition financing on a super-priority, senior secured basis
and use cash collateral. The seal motion explains, "In the
Objection, the Committee provides, quotes and otherwise references
confidential business and commercial information that it received
from the Debtors as confidential information and/or sensitive
information under the parties' non-disclosure agreement, which was
entered into in these cases to facilitate the open sharing of
information between the parties."
About Rockport Company
The Rockport Company, LLC and its subsidiaries are global
designers, distributors, and retailers of comfort footwear in more
than 50 markets worldwide.
The Rockport Company, et al., sought Chapter 11 bankruptcy
protection (Bankr. D. Del. Case No. 18-11145) on May 14, 2018,
estimating under $100 million to $500 million in assets and
liabilities.
The Chapter 11 petitions were signed by Paul Kosturos, the Debtors'
interim chief financial officer.
Debtor Rockport Canada ULC is the operating entity for the Debtors'
business in Canada. Rockport Canada is a wholly-owned subsidiary
of Rockport, and all material decisions regarding Rockport Canada
and its operations are made by Rockport personnel in the United
States. Accordingly, the center of main interests for Rockport
Canada is located in the United States. On May 16, 2018, the
Debtors commenced an ancillary proceeding under Part IV of the
Companies' Creditors Arrangement Act (Canada) in Toronto, Ontario,
Canada before the Ontario Superior Court of Justice (Commercial
List).
The Debtor's counsel are Mark D. Collins, Esq., Michael J.
Merchant, Esq., Amanda R. Steele, Esq., Brendan J. Schlauch, Esq.,
and Megan E. Kenney, Esq., at Richards, Layton & Finger, P.A. The
Debtors' Canadian bankruptcy counsel is Borden Ladner Gervais LLP;
their investment banker is Houlihan Lokey Capital, Inc.; and their
restructuring and interim management advisor is Alvarez & Marsal
North America LLC. Prime Clerk serves as the Debtors' claims,
noticing agent and administrative advisor. HYPERAMS, LLC serves as
liquidation consultant.
On May 23, 2018, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The Committee is
represented by Jay Indyke, Esq., and Robert Winning, Esq., at
Cooley LLP; Christopher M. Samis, Esq., and L. Katherine Good,
Esq., at Whiteford, Taylor & Preston LLC.
Counsel to the Prepetition Noteholders and DIP Note Purchasers are
My Chi To, Esq., and Daniel E. Stroik, Esq., at Debevoise &
Plimpton LLP; Bradford J. Sandler, Esq., and James E. O'Neill,
Esq., at Pachulski Stang Ziehl & Jones LLP.
Counsel to the Collateral Agent and DIP Notes Agent are Joshua
Spencer, Esq., at Holland & Knight LLP; and Bradford J. Sandler,
Esq., and James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones
LLP.
Counsel to the ABL Administrative Agent and DIP ABL Agent are
Donald E. Rothman, Esq., Lon M. Singer, Esq., Jaime Rachel Koff,
Esq., and Jeremy Levesque, Esq., at Riemer Braunstein LLP; and
Gregory A. Taylor, Esq., at Ashby & Geddes, P.A.
Counsel to CB Marathon Opco, LLC, an affiliate of Charlesbank
Equity Fund IX, Limited Partnership, the Stalking Horse Bidder, are
Jon Herzog, Esq., Joseph F. Bernardi, Jr., Esq., and William
Weintraub, Esq., at Goodwin Procter LLP; and David Fournier, Esq.,
and Evelyn Meltzer, Esq., at Pepper Hamilton LLP.
The U.S. Trustee for Region 3 on May 23, 2018, appointed three
creditors to serve on the official committee of unsecured creditors
in the Chapter 11 case of The Rockport Company LLC. The Committee
tapped Jay R. Indyke, Esq., Robert Winning, Esq., Sarah A. Carnes,
Esq., and Lauren A. Reichardt, Esq., at Cooley LLP, in New York;
and Christopher M. Samis, Esq., L. Katherine Good, Esq., and Aaron
H. Stulman, Esq., at Whiteford, Taylor & Preston LLC, in
Wilmington, Delaware.
SERVICIOS DE DESCUENTO: Unsecureds to Get $34K Under Modified Plan
------------------------------------------------------------------
Wigberto Lugo Mender, Esq., acting as liquidation trustee and plan
administrator for Servicios de Descuento en Compra Inc., dba
SEDECO, dba The Outlet, filed a post-confirmation modified plan of
liquidation.
On Feb. 6, 2009, Debtor filed its voluntary Chapter 11 petition.
As part of the reorganization process the debtor in possession
filed a Second Amended Disclosure Statement and modified plan of
reorganization on August 6, 2010. The Second Amended Disclosure
Statement was approved on August 19, 2010, and the Second Amended
Modified Plan of Reorganization was confirmed
on September 21, 2010.
Upon his appointment as Plan Administrator, Mr. Wigberto Lugo
Mender undertook to investigate all pending claims in order as
required by the Plan to commence the Distribution of the Available
funds to the Estate creditors as well as the marketing of the real
estate properties with which to fund the Confirmed Plan. The Plan
Administrator said the realization of assets on the sales proceeds
received from the sale of the real estate property have resulted to
underestimated figures provided in the confirmed Plan.
According to the Plan Administrator, among the reasons that could
justify the huge discrepancy of what the Debtor proposed in the
Plan was its inability to comply with terms of the Plan. This
breach prompted litigation. The Plan Administrator thus modified
the confirmed Plan to disclose that the cash balance available for
distribution as of January 31, 2018 is $399,036.13 and reconcile
distributions under the Plan.
The Plan Administrator estimates Class 4 - General Unsecured Claims
in the amount of $18,103,159. Class 4 Creditors will be paid a
lump sum payment corresponding to the allowed amount of their
claims from the carve-out proceeds deposited in the Administrator
or Chapter 11 Trustee estate account. Each member of Class 4
holding an allowed claim will receive a lump sum distribution
within 30 days from the effective date. The aggregate dividend
under this class is approximately $34,291, the funds available
after paid the Class 1 of the MODIFIED PLAN and the priority
claims.
A full-text copy of the Amended Chapter 11 Plan is available at:
http://bankrupt.com/misc/prb09-00832-772.pdf
Servicios De Descuento En Compra Inc., a retailer, filed a Chapter
11 bankruptcy petition (Bankr. D.P.R. Case No. 09-00832) on Feb. 6,
2009, before the Hon. Enrique S. Lamoutte Inclan, and was
represented by Fernando E Longo Quinones, Esq., at Berrios & Longo
Law Office; and Charles A Curpill, Psc Law Office. An official
committee of unsecured creditors was appointed in the case. The
panel was represented by Rafael A. Ojeda Diez, Esq., and Felix M
Zeno Gloro, Esq. Wigberto Lugo Mender was appointed as Chapter 11
Trustee and is represented in the case by Andres Garcia Arregui,
Esq., and Eduardo J Capdevila Diaz, Esq., at Garcia Arregui &
Fullana PSC. A plan was confirmed in the case on Sept. 21, 2010.
SIX PACK ENERGY: Hires Kolesar & Leatham as Attorney
----------------------------------------------------
Six Pack Energy, LLC, seek authority from United States Bankruptcy
Court for the District of Nevada (Las Vegas) to hire Kolesar &
Leatham as attorneys.
Professional services K&L will perform are:
a. take all necessary action to protect and preserve Debtor's
estate, including the prosecution of actions on Debtor's behalf,
the defense of any actions commenced against Debtor, the
negotiation of disputes in which Debtor is
involved, and the preparation of objections to claims filed against
Debtor’s estate;
b. prepare motions, answers, schedules, statements,
applications, and reports for which the services of an attorney is
necessary;
c. advise the Debtor of its rights and obligations and its
performance of its duties during the administration of this case;
d. assist the Debtor in formulating a plan of reorganization
and disclosure statements and to obtain approval and confirmation
thereof; and
e. represent Debtor in all proceedings before this Court and
other courts with jurisdiction over this case.
Compensation of K&L's attorneys and staff will not exceed $450 per
hour for attorneys or $175 per hour for paraprofessionals,
including law clerks and paralegals.
Bart K. Larsen, Esq., at Kolesar & Leatham, attests that neither
K&L nor its attorneys hold or represent any interest adverse to
Debtor's estate, and K&L and its attorneys are disinterested within
the meaning of Sec. 101(14) of the Bankruptcy Code.
The counsel can be reached through:
Bart K. Larsen, Esq.
KOLESAR & LEATHAM, CHTD.
400 South Rampart Boulevard, Suite 400
Las Vegas, NV 89145
Tel: (702) 362-7800
Fax: (702) 362-9472
E-mail: blarsen@klnevada.com
info@klnevada.com
About Six Pack Energy
Six Pack Energy, LLC, is an investment company that owns 42.86%
interest in Six Pack Environmental, LLC and 2% interest in EFSWD 1,
LLC. The total value of these investments is $640,000. The
company also has 1% ownership interest in Cheapside Salt Water
Disposal Well valued at $186,000.
Six Pack Energy filed a voluntary Chapter 11 petition (Bankr. D.
Nev. Case No. 18-13194) on May 31, 2018. In the petition signed by
David Lieberman, manager, the Debtor disclosed $831,407 in total
assets and $2.21 million in total liabilities. Judge Laurel E.
Babero presides over the case. Bart K. Larsen, Esq., at KOLESAR &
LEATHAM, CHTD., is the Debtor's counsel.
SIXTY SIXTY CONDO: Taps Barry S. Mittelberg as Legal Counsel
------------------------------------------------------------
Sixty Sixty Condominium Association, Inc., seeks approval from the
U.S. Bankruptcy Court for the Southern District of Florida to hire
Barry S. Mittelberg, P.A., as its legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; negotiate with creditors; give legal advice
regarding any potential asset sale, business combination and
postpetition financing; assist in the preparation of a plan of
reorganization; and provide other legal services related to its
Chapter 11 case.
Barry Mittelberg, Esq., the attorney who will be handling the case,
will charge an hourly fee of $350. His firm received a retainer in
the sum of $8,000 from the Debtor.
Mr. Mittelberg disclosed in a court filing that his firm neither
holds nor represents any interest adverse to the Debtor.
The firm can be reached through:
Barry S. Mittelberg, Esq.
Barry S. Mittelberg, P.A.
10100 W. Sample Road, Suite 407
Coral Springs, FL 33065
Phone: 954-752-1213
E-mail: barry@mittelberglaw.com
About Sixty Sixty Condominium
Sixty Sixty Condominium is a mixed-use hotel and residential
building located at 6060 Indian Creek Drive in Miami Beach,
Florida. Sixty Sixty Condominium Association, Inc., a non-profit
corporation, is responsible for, among other things, the
management, operation, and maintenance of the Condominium's "Common
Elements", and other obligations imposed by state statute.
Sixty Sixty Condominium Association, Inc., filed a Chapter 11
bankruptcy petition (Bankr. S.D. Fla. Case No. 16-26187) on Dec. 5,
2016, listing $100,000 to $500,000 in total assets and $1 million
to $10 million in liabilities. The petition was signed by Maria
Velez, its president of the Board of Directors.
The Hon. Robert A. Mark presides over the case.
Edelboim Lieberman Revah Oshinsky PLLC is the Debtor's counsel.
Juda Eskew & Associates, PA, serves as the Debtor's accountant.
The Debtor tapped Jason Welt of Trustee Realty, Inc., as broker.
No official committee of unsecured creditors has been appointed in
the case.
SM ENERGY: S&P Raises Senior Unsecured Debt Rating to 'BB-'
-----------------------------------------------------------
S&P Global Ratings raised its issue-level rating on Denver-based SM
Energy Co.'s senior unsecured debt to 'BB-' from 'B+'. S&P said,
"At the same time, we revised our recovery rating on the notes to
'4' from '5'. The '4' recovery rating indicates our expectation of
average recovery (30%-50%; rounded estimate: 35%) recovery of
principal in the event of a payment default. The upgrade reflects
an increase in enterprise value following receipt of an updated
PV-10 analysis run at our recovery case assumptions." The improved
PV-10 value as of Dec 31, 2017 reflects both the company's growing
crude oil production and rapid development of its Permian basin
reserves.
S&P's 'BB-' corporate credit rating and stable rating outlook on SM
Energy are unchanged.
RECOVERY ANALYSIS
Key Analytical Factors:
S&P Global Ratings' simulated default for SM Energy assumes a
sustained period of low commodity prices, consistent with the
conditions of past defaults in this sector. S&P said, "We based our
valuation of SM's reserves on a company-provided year-end 2017
PV-10 report, using our recovery price deck assumptions of $50 per
barrel for West Texas Intermediate crude oil and $3.00 per million
Btu for Henry Hub natural gas. Our recovery analysis for SM
incorporates its $1 billion of commitments under its senior secured
reserve-based loan (RBL) facility, which we assume will be fully
drawn at default."
Simulated Default and Valuation Assumptions:
-- Simulated year of default: 2022
Simplified Waterfall:
-- Net enterprise value (after 5% administrative costs): $2.16
billion Senior-secured claims: $1.04 billion
--Recovery expectations: Not applicable
-- Value available to unsecured claims: $1.12 billion
-- Senior unsecured claims: $3.06 billion.
--Recovery expectations: 30% to 50% (rounded estimate: 35%)
Note: All debt amounts include six months of prepetition interest.
RATINGS LIST
SM Energy Co.
Corporate Credit Rating BB-/Stable/--
Issue-Level Rating Raised; Recovery Rating Revised
To From
SM Energy Co.
Senior Unsecured BB- B+
Recovery Rating 4 (35%) 5 (15%)
SOMNANG REALTY: $15K Sale of Orlando Property to Wilmington Okayed
------------------------------------------------------------------
Judge Jerry A. Funk of the U.S. Bankruptcy Court for the Middle
District of Florida authorized Somnang Realty, LLC's sale of sale
of the real property located at 2137 Lake Vilma Drive, Orlando,
Florida outside the ordinary course of business to Wilmington
Savings Fund Society, FSB, doing business as Christiana Trust as
Owner Trustee of the Residential Credit Opportunities Trust III,
for $15,000.
The Order will be effective immediately upon entry. No automatic
stay of execution, pursuant to Rule 62(a) of the Federal Rules of
Civil Procedure, or Bankruptcy Rules 6004(h) or 6006(d), applies
with respect to the Order.
In accordance with the terms as more fully outlined in the
settlement agreement executed by the parties, after execution of
the quitclaim deed by the Debtor, Wilmington will deliver payment
of $15,000 to Debtor via the Debtor's counsel.
About Somnang Realty
Based in Jacksonville, Florida, Somnang Realty LLC is the fee
simple owner of properties located at: (a) 2137 Lake Vilma Drive,
Orlando, Florida; (b) 11209 Spinning Reel Cir., Orlando, Florida;
(c) 12352 N. Sondra Cove Trail, Jacksonville, Florida; and (d) 3970
Pine High Road, Jacksonville, Florida. In the aggregate, the
properties are valued at $952,934. Somnang Realty has a checking
account balance of $3,247 at Wells Fargo.
Somnang Realty sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. M.D. Fla. Case No. 17-01850) on May 22, 2017. In the
petition signed by Sophal Kheng, authorized member, the Debtor
indicated $956,181 in total assets and $1.07 million in total
liabilities. The Debtor is represented by Taylor J. King, Esq., of
Mickler & Micler.
SOUND INPATIENT: S&P Assigns B Corp. Credit Rating, Outlook Stable
------------------------------------------------------------------
S&P Global Ratings assigned its 'B' corporate credit rating to
Seattle-based Sound Inpatient Physicians Holdings LLC. The outlook
is stable.
S&P said, "At the same time, we assigned our 'B' issue-level rating
and '3' recovery rating to the company's proposed first-lien credit
facility, which consists of a $75 million revolving credit facility
due 2023 (undrawn at close) and a $545 million first-lien term loan
due 2025. The '3' recovery indicates our expectation for meaningful
(50%-70%; rounded estimate: 60%) recovery for the first-lien
debtholders in the event of default.
"We are also assigning our 'CCC+' issue-level rating and '6'
recovery rating to the company's proposed second-lien credit
facility, indicating negligible (0%-10%; rounded estimate: 0%)
recovery in a default.
The ratings on Sound reflect its narrow operating focus in a highly
fragmented hospitalist staffing business that has low entry
barriers, exposure to government reimbursement risk (approximately
30% from Medicare and Medicaid) and EBITDA margins below average
compared with health care service companies (below 15%). Partially
offsetting these factors is the company's national scale, its
position as a specialized hospitalist staffing company, and its
strong performance in high-margin Bundled Payments for Care
Improvement (BPCI) payment programs and our expectations for the
company's ability to expand profitability by increasing its
participation in successfully generating rebates from value-based
reimbursement programs.
S&P said, "The stable outlook on Sound reflects our expectation
that the company will report low- to mid-double-digit revenue
growth stemming mainly from new contracts and greater participation
in BPCI bundles, coupled with a relatively stable reimbursement
environment and an underlying growth of Medicare eligible patients.
We expect adjusted leverage to remain above 5x over the next two
years and expect free cash flow greater than $35 million per
year."
Pricing pressure from hospitals, adverse reimbursement changes,
lack of success with new contracts, or unsuccessful expansion of
the company's BPCI participation without offsetting cost-cutting
measures is the most likely scenario for a downgrade. Under such a
scenario, S&P would expect EBITDA margins to contract by about 150
to 200 basis points from our base case for 2019, reducing free
operating cash flow to below $20 million and FOCF to debt below
2.5%.
S&P said, "An upgrade is unlikely over the next year given Sound's
initial high debt leverage. However, we could consider a higher
rating if the company can reduce leverage below 5x while sustaining
FFO to debt of above 12%. Such an improvement could be achieved
with gross margin expansion of over 100 basis points above of our
base case in 2019. We would also need to be confident that the
company can sustain leverage below that threshold and adhere to a
financial policy that is consistent with the maintenance of
improved credit measures on an ongoing basis."
SPANISH BROADCASTING: Stockholders Elected 6 Directors
------------------------------------------------------
Spanish Broadcasting System, Inc. held its annual meeting of
stockholders on June 7, 2018, at which the stockholders elected
Raul Alarcon, Joseph A. Garcia, Manuel E. Machado, Jason L.
Shrinsky, Jose A. Villamil and Mitchell A. Yelen as directors to
hold office until such time as their respective successors have
been duly elected and qualified.
About Spanish Broadcasting
Based in Miami, Florida, Spanish Broadcasting System, Inc.
(OTCMKTS:SBSAA) -- http://www.spanishbroadcasting.com/-- owns and
operates 17 radio stations located in the top U.S. Hispanic markets
of New York, Los Angeles, Miami, Chicago, San Francisco and Puerto
Rico, airing the Spanish Tropical, Regional Mexican, Spanish Adult
Contemporary, Top 40 and Latin Rhythmic format genres. SBS also
operates AIRE Radio Networks, a national radio platform which
creates, distributes and markets leading Spanish-language radio
programming to over 250 affiliated stations reaching 94% of the
U.S. Hispanic audience. SBS also owns MegaTV, a television
operation with over-the-air, cable and satellite distribution and
affiliates throughout the U.S. and Puerto Rico. SBS also produces
live concerts and events and owns multiple bilingual websites,
including www.LaMusica.com, an online destination and mobile app
providing content related to Latin music, entertainment, news and
culture.
The report from the Company's independent accounting firm Crowe
Horwath LLP, the Company's auditor since 2013, on the consolidated
financial statements for the year ended Dec. 31, 2017, includes an
explanatory paragraph stating that the 12.5% Senior Secured Notes
had a maturity date of April 15, 2017. Cash from operations or the
sale of assets was not sufficient to repay the notes when they
became due. In addition, for the year ended Dec. 31, 2017, the
Company had a working capital deficiency and negative cash flows
from operations. These factors raise substantial doubt about its
ability to continue as a going concern.
Spanish Broadcasting reported net income of $19.62 million for the
year ended Dec. 31, 2017, compared to a net loss of $16.34 million
for the year ended Dec. 31, 2016. As of Dec. 31, 2018, Spanish
Broadcasting had $435.9 million in total assets, $531.8 million in
total liabilities and a total stockholders' deficit of $95.91
million.
* * *
In May 2017, S&P Global Ratings withdrew its 'D' corporate credit
rating and issue-level ratings on Spanish Broadcasting System. "We
withdrew the ratings because we were unlikely to raise them from
'D', based on SBS' ongoing plans to restructure its debt," said S&P
Global Ratings' credit analyst Scott Zari. S&P had downgraded SBS
to 'D' on April 21, 2017, following the company's announcement that
it didn't repay its $275 million 12.5% senior secured notes that
were due April 15, 2017, as reported by the TCR on May 25, 2017.
In April 2017, Moody's Investors Service downgraded SBS's corporate
family rating to 'Ca' from 'Caa2'. SBS's 'Ca' corporate family
rating reflects an elevated expected loss rate following the
default under the company's 12.5% senior secured notes due April
2017, said Moody's.
STEWART DUDLEY: Magnify Trustee's Sale of Condo Unit 631 Approved
-----------------------------------------------------------------
Judge Tamara O. Mitchell of the U.S. Bankruptcy Court for the
Northern District of Alabama authorized Jeffery J. Hartley, Chapter
11 trustee for Magnify Industries, LLC, to sell the condominium
unit 631 located at Emerald Beach Resort in Panama City Beach,
Florida to for $270,000.
The net sales proceeds will be placed in the escrow account of
Engel, Hairston & Johanson P.C., to be held pending further order
of the Court.
About Stewart Ray Dudley
Stewart Ray Dudley filed a Chapter 11 petition (Bankr. N.D. Ala.
Case No. 16-01842) on May 5, 2016, and is represented by R. Scott
Williams, Esq. from Rumberger, Kirk & Caldwell, P.C.
In January 2017, Buffalo Rock Company and James C. Lee, III,
creditors of Stewart Ray Dudley, filed a motion for order directing
the appointment of Peter W. Colmer as Chapter 11 Trustee for the
Debtor's bankruptcy estate. They claimed that continuously acting
against the best interest of his estate, the Debtor caused numerous
assets to be transferred to Magnify Industries, LLC, including an
automobile collection previously valued at over $5,500,000; 100% of
his interest of an updated warehouse and event space commonly
referred to as Old Car Heaven previously valued at over $1,534,000;
and 17 beach front condominiums.
Buffalo Rock is represented by Burr & Forman LLP. James C. Lee,
III, is represented by Bradley Arant Boult Cummings LLP.
The Court appointed Jeffery J. Hartley as Chapter 11 trustee on
Feb. 24, 2017.
The Trustee:
Mr. Jeffery Hartley
P.O. Box 2767
Mobile, AL 36652
E-mail: jjh@helmsinglaw.com
The Trustee is represented by:
Ogden S. Deaton, Esq.
GRAHAM & CO.
110 Office Park Drive
Suite 200
Birmingham, AL 35223
E-mail: ogdend@grahamcompany.com
STICHTER & STICHTER: Files 2nd Disclosure Statement
---------------------------------------------------
Stichter & Stichter Trucking, LLC, filed a second disclosure
statement proposing that unsecured creditors will be paid their
allowed claim pro-rata from profits annually the first day after
confirmation. The profit will be defined as all revenue on a cash
basis less all operating expenses and on-going taxes of any kind or
nature and a salary to Bruce Stichter as manager of $6,000 monthly
plus 2% of monthly revenues, less all payments to other classes of
creditors.
As previously reported by The Troubled Company Reporter, Judge
Robert E. Grant of the U.S. Bankruptcy Court for the Northern
District of Indiana in October 2017, approved the Debtor's
disclosure statement filed on August 25, 2017, as modified on Sept.
28, 2017.
A full-text copy of the Second Disclosure Statement is available
at:
http://bankrupt.com/misc/innb17-40044-100.pdf
About Stichter & Stichter
Stichter & Stichter Trucking, LLC, is a bulk oil hauler to gas
stations throughout Indiana and has been in business for several
years. The sole owner is Bruce Stichter of Lafayette, Indiana.
Bruce learned the operation from his father, who had been in the
bulk oil business which Bruce joined years ago.
The business remained profitable for many years and had expanded
its fleet and customers but increased competition occurred in 2012,
and it could not maintain sufficient quality drivers to utilize all
trucks and tankers. On-going costs continued while revenue and
profit margin continued to fall.
Stichter & Stichter Trucking filed a Chapter 11 bankruptcy petition
(Bankr. N.D. Ind. Case No. 17-40044) on Feb. 21, 2017, estimating
under $1 million in assets and liabilities. David A. Rosenthal,
Esq., in Lafayette, Indiana, serves as counsel to the Debtor.
SUMMIT FINANCIAL: 3rd Agreed Interim Cash Collateral Order Entered
------------------------------------------------------------------
The Hon. Raymond B. Ray of the U.S. Bankruptcy Court for the
Southern District of Florida has signed a third agreed interim
order authorizing Summit Financial Corp to use cash collateral for
permitted purposes as set forth in the budget, commencing on the
date of entry of the First Interim Order and ending on the date
scheduled for the Final Hearing.
The final hearing on the Cash Collateral Motion is scheduled to
take place on June 20, 2018 at 10:00 a.m.
The approved cash collateral budget shows total expenses of
approximately $3,314,181 during the period from May 22 through week
ending June 23, 2018.
As of the Petition Date, the Debtor was indebted and liable
pursuant that certain Third Amended and Restated Loan and Security
Agreement to certain financial institutions in their capacity as
lenders and Bank of America, N.A., as administrative and collateral
agent for revolving credit loans in the approximate principal
amount of $101,382,098, and on a contingent basis in the
approximate amount of $300,000 in face amount of standby letters of
credit.
Pursuant the Third Agreed Interim Order, the Debtor is authorized
to purchase new loans as shown in the Budget as new loan
origination funding, and to the extent that the Debtor does not
purchase a loan in one week, the Debtor may purchase that loan in
the immediately following week.
In addition, the Debtor will deliver to Bank of America a list of
new loans funded by the Debtor during the previous calendar week
not to exceed the amount shown in the Budget for such previous
calendar week, which list will show the original issue discount,
the face amount of the contract, and the FICO score for each such
loan. Bank of America will transfer to the Debtor on the Transfer
Date the amount of such expenses in the Budget for the calendar
week that includes the Transfer Date from the Debtor's Collection
Account (xxxx8407) to the Debtor's Master Disbursement Account
(xxxx8410). The aggregate amount to be transferred by Bank of
America for the week of May 27-June 2 (Week 9) will be $0.
Bank of America is granted the following for the benefit of the
Pre-Petition Credit Parties:
(a) Adequate Protection Liens, a valid and perfected
replacement security interests in and liens on all of the Debtor's
prepetition and post-petition real and personal property.
(b) The Adequate Protection Claims are allowed as
superpriority administrative claims pursuant to sections 503(b) and
507(b) of the Bankruptcy Code and will have priority in payment
over any and all administrative expenses of the kinds specified or
ordered pursuant to any provision of the Bankruptcy Code.
(c) The Debtor will pay to Bank of America, and Bank of
America is authorized to deduct and recoup from Cash Collateral, on
a weekly basis, the adequate protection payments shown in the
Budget, and such payments may be applied by Bank of America to the
unpaid Pre-Petition Debt in accordance with the Pre-Petition Loan
Agreement. To the extent that available cash in the Debtor's
collections account is not sufficient to make any adequate
protection payment when due, then Pre-Petition Agent will be paid
the resulting deficiency on any date thereafter on which there is
cash in the collections account, after taking into account the
required funding under paragraph 1(d) of the Third Agreed Interim
Order.
(d) In addition to the amounts shown in the Budget, the Debtor
will pay to Bank of America, and Bank of America is authorized to
deduct and recoup from cash collateral on or after May 30, 2018,
the $750,000 adequate protection payment that was due under the
Second Interim Order for Week 8 but was not made, and with respect
to such payment, the minimum cash referenced in paragraph 4(c) of
the Second Interim Order will be reduced from $1 million to
$457,801.
As additional adequate protection of the interests of Bank of
America, the Debtor will timely comply with and satisfy each of the
following covenants:
(a) No later than June 8, 2018, the Debtor will send to Bank
of America a list of the names of all persons and entities who have
been contacted or with whom communications have occurred at any
time regarding refinancing the Pre-Petition Debt or otherwise
providing new capital to or for the benefit of the Debtor;
(b) Excluding May 23, 2018, each Wednesday, the Debtor (and
any investment banker or broker employed by the Debtor) and its
counsel will attend a conference call with the Pre-Petition Credit
Parties and their counsel to provide an update on discussions with
all Interested Parties and the anticipated timeline for making
progress and closing a refinancing. In addition, on each Wednesday,
the Debtor will send to Bank of America copies of all
non-disclosure agreements, term sheets and proposal letters sent to
or received from any Interested Party;
(c) No later than June 22, 2018, the Debtor will have prepared
and delivered to Bank of America and the Committee a rolling
13-week cash flow forecast, on a cash basis, that is based upon the
Budget and is otherwise acceptable in form and substance to the
Pre-Petition Agent and the Committee in the discretion of each of
them;
(d) No later than June 27, 2018, the Debtor will have obtained
(and will send a copy to Bank of America) at least one commitment
letter (which can be unsigned) for refinancing in an amount
sufficient to repay the Pre-Petition Debt, which commitment letter
may not contain general due diligence or capital raising
contingencies, but may contain customary conditions precedent
regarding documentation and court approval;
(e) No later than July 20, 2018, the Debtor will have selected
a back-up loan servicer whose experience and qualifications are
acceptable to Bank of America as contingency planning in the event
that a refinancing of the Pre-Petition Debt does not occur;
(f) No later than July 27, 2018, the Debtor will have obtained
(and will send a copy to Bank of America) at least one fully
executed, binding commitment letter from a new lender for
refinancing in an amount sufficient to repay and to be used to
repay the Pre-Petition Debt at closing, which commitment letter may
not contain general due diligence or capital raising contingencies,
but may contain customary conditions precedent regarding
documentation and court approval;
(g) No later than July 20, 2018, the Debtor will have filed
with the Court either (i) a motion seeking approval of the
Financing or (ii) a chapter 11 plan under which the allowed claims
of Bank of America and the Pre-Petition Lenders will be refinanced
and paid in full on the effective date of such chapter 11 plan from
the proceeds of the Financing.
A full-text copy of the Third Agreed Interim Order is available at
http://bankrupt.com/misc/flsb18-13389-111.pdf
About Summit Financial Corp
Summit Financial Corp -- https://www.summitfinancialcorp.org/ --
provides financing by purchasing and servicing retail installment
sales contracts originated at franchised automobile dealerships and
select independent used car dealerships located throughout Florida,
Alabama, and Georgia. From its location in Plantation, Florida,
Summit Financial provides financing for automobile loans for
customers that fail to meet the standards of financing from
conventional sources, such as most banks, credit unions and other
national finance companies. The Company was founded in 1984.
Summit Financial filed a Chapter 11 petition (Bankr. S.D. Fla. Case
No. 18-13389) on March 23, 2018. In the petition signed by David
Wheeler, vice president, the Debtor estimated $100 million to $500
million in assets and liabilities.
Judge Raymond B Ray presides over the case.
Leiderman Shelomith Alexander + Somodevilla, PLLC, is serving as
general bankruptcy counsel to the Debtor. Douglas J. Jeffrey,
P.A., led by principal Douglas J. Jeffrey, is serving as general
counsel and special counsel to the Debtor. Moecker Auctions, Inc.,
is the appraiser. Dinnall Fyne & Company Inc., is the accountant.
Ideal Corporate Funding, Inc., has been tapped by the Debtor to
evaluate its strategic options with respect to securing financing.
The U.S. Trustee for Region 21 on April 20, 2018, appointed seven
creditors to serve on the official committee of unsecured creditors
in the Chapter 11 case. The Committee retained Craig A. Pugatch
and Rice Pugatch Robinson Storfer & Cohen, PLLC as its counsel; and
KapilaMukamal, LLP as its forensic accountant and financial
advisor.
TENNECO INC: S&P Lowers Corp. Credit Rating to 'BB', Outlook Stable
-------------------------------------------------------------------
S&P Global Ratings removed Tenneco from CreditWatch with negative
implications and lowered the corporate credit rating to 'BB' from
'BB+'. The outlook is stable.
S&P said, "At the same time, we assigned our 'BB' issue-level and
'3' recovery ratings on the company's new revolver, term loan A,
and term loan B. We are also revising the issue-level ratings on
Tenneco's senior secured debt to 'BB' from 'BBB-' and expect to
revise Federal-Mogul's existing senior secured notes once the
transaction closes. The revision of the senior secured recovery
rating from '2' to '3' reflects our expectation for meaningful
recovery (50%-70%; rounded estimate: 55%) in the event of a payment
default.
"We are revising our issue-level and recovery ratings on the
company's senior unsecured notes to 'BB-' from 'BB'. The '5'
recovery rating reflects our expectation of modest recovery
(10%-30%; rounded estimate: 20%) in the event of a default.
"We expect to withdraw ratings on the already existing revolving
credit facilities and term loans at Tenneco and Federal Mogul as
they will be repaid following this transaction."
The rating actions on Tenneco reflect a substantial increase in
debt, bringing debt-to-EBITDA close to 4.0x in 2018 and free
operating cash flow (FOCF)-to-debt to below 10% through 2019,
despite our expectations for synergies and working capital
improvements. Although S&P assumes that the company will realize
$200 million in synergies by 2020, Tenneco's key credit ratios will
reflect greater financial risk than they did pre-acquisition given
the spike in reported debt as well as our adjustments for
Federal-Mogul's unfunded pension liabilities, securitization, and
operating leases.
S&P said, "Our stable outlook on reflects our assumption that the
company will at least maintain debt-to-EBITDA between 4.0x and 5x
and FOCF-to-debt ratio above 5% over the next 12 months. This
assumes that its powertrain business exhibits growth above
automotive production growth from increased penetration of clean
air technologies, and that its aftermarket business improves
gradually over the next 12 months.
"We could lower our rating on Tenneco if, for example, global
vehicle demand began to decline, causing the company's FOCF-to-debt
ratio to fall significantly below 5% on a sustained basis. We could
also lower the rating if the company encounters difficulties in
integrating Federal-Mogul's businesses and runs into significantly
higher costs and fails to realize its projected synergies,
decreasing EBITDA margins below 10% on a sustained basis.
"Although unlikely in the near term, we could raise our rating on
Tenneco if it could bring debt-to-EBITDA below 3.0x and
FOCF-to-debt above 15% on a sustained basis. We would expect the
company's integration of Federal-Mogul to proceed smoothly and that
it would realize projected synergies. Moreover, the company would
need to show resilience to adverse economic conditions over the
long-term (including during industry downturns) and increase its
EBITDA margins, reflecting its stronger competitive position and
consistent program launch execution, before it would warrant a
higher business risk profile."
TERRA-GEN FINANCE: Moody's Cuts Sr. Sec. Credit Facilities to B2
----------------------------------------------------------------
Moody's Investors Service lowered Terra-Gen Finance Company, LLC's
(TGF) senior secured credit facilities, consisting of an
outstanding $273 million 7-year senior secured Term Loan B due
December 2021 and a $25 million working capital facility due
December 2019, to B2 from B1. The outlook is stable.
RATINGS RATIONALE
The rating downgrade to B2 from B1 reflects the deteriorating
quality of TGF's asset base relative to the size of its debt load,
contributing to heightened refinancing risk upon the term loan's
maturity in 2021. While certain aspects of the portfolio may
demonstrate improvement from previous levels, TGF's funds from
operations (FFO) is anticipated to remain weak, limiting the
potential for significant future debt reduction. Terra-Gen had $273
million in loan debt at the end of first quarter 2018, relative to
$300 million originally issued in December 2014. Years of weak cash
flow generation owing to low Short-Run Avoided Costs (SRAC) based
pricing and weak wind generation levels stymied anticipated
leverage reductions from the loan's 100% cash flow sweep; now at
halfway through the term loan's life 91% of the original loan
amount is still outstanding.
The downgrade also incorporates expectations that while
distributable cash flow from the Dixie Valley geothermal generation
facility in Nevada is likely to increase, the benefits of the new
Dixie power purchase agreement (PPA) move to fixed pricing will be
offset by scheduled step-ups in lease payments and capital
spending. These calls on cash are projected to stay elevated for
the remaining life of the debt owing to the existence of a $229
million asset level lease financing and the ongoing need for
capital investment at the geothermal facility. Moody's further
notes that distributions from Dixie are restricted unless the
operating company can satisfy a specified ratio of cash flow
relative to its required lease payments on a forward and backward
looking basis.
The downgrade further recognizes the deterioration in Terra-Gen's
asset value since financial close. Its wind and solar assets now
average 20-30 years in age and many of the underlying contracts
that support the financing have either expired or are near the end
of their contract life. While balance sheet measures may understate
asset valuations, several years of lower than expected cash flow
generation have caused TGF to be very highly levered as 2017
year-end funded debt of $273 million represents about 94% of TGF's
2017 year-end assets. These values incorporate an asset write-down
taken in 2017 on the Harper Lake solar assets, financed as Harper
Lake Solar Funding Corporation (HLSFC: Baa2 Stable) in connection
with TGF parent company Terra-Gen LLC's purchase of the remaining
50% stake from NextEra Energy, Inc (Baa1 Stable).
That said, several developments within the portfolio could help to
stabilize or strengthen TGF's prospective credit quality. For one,
distributions from Harper Lake should increase during the next few
years given that debt issued at HLFSC matures in December 2018
while the power purchase agreements continue until 2021.
Additionally, and more importantly, TGF has entered into
medium-term replacement contracts with Community Choice Aggregators
(CCA's), including Marin Clean Energy (CA) (MCE, Baa2 Stable),
which Moody's views as a positive consideration for TGF's credit
quality. TGF has nearly 18% of its generation sold to MCE under
fixed price and fixed volume contracts through 2021. While still a
new business model within the state, the strength of CCA's credit
quality is derived from the legal framework in which they operate,
along with the importance they provide to California state policy
makers and their renewable resource objectives. Moody's expects
contractual arrangements with CCA's will make up a large component
of TGF's forward book over the next several years as existing PPAs
expire.
The rating action acknowledges Moody's expectations for improved
performance in 2018 based on normalized wind generation, CCA
contract revenues, better market prices owing to higher natural gas
prices, and the potential for Dixie dividends. These factors should
produce modest incremental cash flow generation in 2018 resulting
in minimal debt paydown for the year, with Moody's calculated ratio
of FFO to Debt in the 2-4% range and debt service coverage ratio
(DSCR) approximating between 1.2-1.3x. By 2019, Moody's projects
DSCR will strengthen above 1.4x and FFO/Debt around 4-6% as the
project receives higher cash flow from the Harper Lake project
following the final debt repayment at HLSLC in December 2018.
Under Moody's base case assumptions, Moody's calculates that around
$250 million of debt will remain outstanding at maturity.
Refinancing prospects for TGF will depend greatly on the ability of
the issuer to consistently secure new contractual arrangements at
attractive commercial terms to replace the expiring contracts as
the portfolio will be more than 80% merchant at that time.
Outlook
The stable outlook reflects the view that cash flows are sufficient
to cover debt service and provide for modest cash flow sweep levels
to incrementally reduce the loan outstanding to around 85% of the
original issue amount over the next few years. It also anticipates
FFO/Debt levels around 5% and a DSCR above 1.2x.
Factors that could lead to an Upgrade
The rating could be upgraded in the event the project demonstrates
sustained improvements in cash flow generation, including
maintaining FFO/Debt above 7% and DSCR above 1.3x. Significantly
stronger cash flow generation used for material debt reduction
arising from higher than expected distributions from Dixie or from
stronger profitability within the wind or solar assets could give
rise to consideration of an upgrade.
Factors that could lead to a Downgrade
The rating could be downgraded in the event of a breach of the
loan's 1.1x DSCR covenant or if a major operational disruption or
outage within the project fleet further pressured cash flow
generation.
Profile
Terra-Gen Finance Company, LLC (TGF, or the company) owns 653
megawatts (MW) of generating capacity through 21 projects operating
primarily in California and the western interior of the United
States. The portfolio consists of 497 MW of wind, 89 MW of solar
and 67 MW of geothermal generating assets. TGF is owned by
Terra-Gen, LLC, a renewable energy company focused on the
development, construction and operation of utility-scale wind,
solar and geothermal assets. The company is currently engaged in
several major development projects. It recently secured $244
million in financing for the 224MW Voyager/Big Spring wind projects
and has also announced plans to build a 400MW wind farm in
Missouri. TGF is owned by affiliates of Energy Capital Partners.
Methodology
The principal methodology used in these ratings was Power
Generation Projects published in May 2017.
TMX FINANCE: Moody's Hikes CFR & Sr. Secured Ratings to Caa1
------------------------------------------------------------
Moody's Investors Service upgraded TMX Finance LLC's corporate
family and senior secured ratings to Caa1 from Caa2. The ratings
were previously under review for upgrade.
Upgrades:
Issuer: TMX Finance LLC
Corporate Family Rating, Upgraded to Caa1, stable, from Caa2 on
Review for Upgrade
Senior Secured Regular Bond/Debenture, Upgraded to Caa1, stable,
from Caa2 on Review for Upgrade
Assignments:
Issuer: TMX Finance LLC
Senior Secured Regular Bond/Debenture due 2023, Assigned Caa1,
stable
Outlook Actions:
Issuer: TMX Finance LLC
Outlook, Changed to Stable From Rating Under Review
RATINGS RATIONALE
The upgrade follows TMX's $450 million expected private placement
of 11.125% senior secured notes due 2023 which is scheduled to
close on June 8th. The 2023 notes will be used to repay existing 8
½% senior secured notes scheduled to mature in September 2018 and
remove near term refinancing risk. The 2023 notes will be fully and
unconditionally guaranteed on a senior secured basis by restricted
subsidiaries while the security interest in the assets that will
secure the 2023 notes and guarantees will be contractually
subordinated to liens securing a possible future credit facility.
The refinancing will provide TMX time to continue with its
initiatives to diversify its product offerings, improve store-level
profitability, improve portfolio credit quality and continue to
optimize system-wide functions to more effectively position the
company going forward.
TMX's first quarter was profitable, benefiting from tax season and
associated taxpayer refunds, allowing the company to build capital
and cash to retire and refinance existing debt. Tangible common
equity to tangible managed assets as of March 31, 2018 was a solid
14.1%, while cash, cash equivalents and restricted cash totaled
$238.5 million. The balance of the 2018 senior secured notes,
including an $8.7 million April 2018 repurchase, totaled $530.1
million. This has placed the company in a position to retire a
portion of the debt using cash, refinance $450 million of debt and
operate the company into 2018 at more favorable leverage.
Significant challenges remain for TMX upon the completion of this
refinancing which will likely temper further upgrade prospects
without more favorable developments. Origination volumes have been
on a multi-year decline given the industry-wide availability of
non-prime auto credit that has diminished consumers with free and
clear vehicle titles, a requirement for a potential title loan.
Origination volume declines are decelerating but TMX has not
reached a point of stabilization. Secondly, asset quality has been
under pressure for TMX the last few years which the company is
working to address with new centralized underwriting. Last, the
Final Small Dollar Rule which governs title lending brings into
question whether TMX will be able to retain its historical
portfolio size should the rule become effective.
The ratings for TMX could be upgraded if it maintains origination
volumes, improves portfolio credit quality while maintaining solid
capital and profitability and effectively transitions the business
to comply with the Final Small Dollar Rule once effective. The
ratings for TMX could be downgraded if recently introduced products
exhibit negative performance and materially impact financial
results, if changes in customer demand result in a continued loss
of customers for TMX or if a transition to comply with the Final
Small Dollar Rule negatively impacts the franchise as evidenced by
a loss of customers or weakened financial metrics.
The principal methodology used in these ratings was Finance
Companies published in December 2016.
TREEHOUSE FOODS: Moody's Puts Ba2 CFR under Review for Downgrade
----------------------------------------------------------------
Moody's Investors Service has placed ratings of TreeHouse Foods,
Inc. under review for downgrade. These include the company's Ba2
Corporate Family Rating, Ba2-PD Probability of Default Rating, Ba2
senior unsecured bank facility ratings, and Ba2 senior unsecured
note ratings. Moody's also downgraded the company's Speculative
Grade Liquidity rating to SGL-3 from SGL-2.
The review for downgrade reflects the high financial leverage that
TreeHouse has sustained since it acquired Private Brands from
ConAgra Foods in early 2016. The review also reflects Moody's
expectation that leverage is likely to rise further this year due
to heavy spending on restructuring activities and soft operating
performance. Moody's previously stated that if debt/EBITDA is not
likely to be near 4.0 times by the end of 2018, a downgrade could
occur. As of March 2018, the company's Moody's adjusted debt/EBITDA
rose to 4.9x from 4.4x at the end of 2017, and likely will exceed
5.5x by year end.
The downgrade of the company's Speculative Grade Liquidity rating
to SGL-3 from SGL-2 reflects the company's weakening liquidity
profile caused by eroding cushion under its bank facility financial
covenants. As of the first quarter ended March 2018, the company
had about 10% earnings cushion under its 4.0x bank-defined
debt/EBITDA covenant, which Moody's expects will narrow further in
the coming quarters. As a result, Moody's believes that TreeHouse
will need to obtain covenant relief in the near term.
"Assuming that TreeHouse is able to increase the covenant cushion
under its bank facilities, we expect that the Corporate Family
Rating will be downgraded by one notch to Ba3 from Ba2," commented
Brian Weddington, a Moody's Senior Credit Officer. "However, any
change to the bank facilities that affects priority of payment,
such as by granting collateral to the bank lenders, could cause the
Ba2 ratings on the unsecured note instruments to be lowered by more
than one notch," added Weddington.
The senior unsecured notes are currently ranked pari-passu with the
senior unsecured bank facilities.
Moody's review will focus primarily on the status of the company's
restructuring and cost reduction programs, and TreeHouse's progress
on addressing the tight financial covenants under its liquidity
facilities. It will also focus on any proposed structural changes
to the company's bank credit facilities.
Moody's has taken the following rating actions on TreeHouse Foods:
Ratings Placed Under Review for Downgrade:
Corporate Family Rating at Ba2;
Probability of Default at Ba2-PD;
$750 million senior unsecured revolving credit facility expiring
2023 at Ba2 (LGD 4);
$900 million senior unsecured term loan expiring 2023 at Ba2 (LGD
4);
$500 million senior unsecured term loan expiring 2024 at Ba2 (LGD
4);
$400 million senior unsecured notes due 2022 at Ba2 (LGD 4);
$775 million senior unsecured notes due 2024 at Ba2 (LGD 4).
Ratings Downgraded:
Speculative Grade Liquidity to SGL-3 from SGL-2.
Outlook, placed on review from negative.
RATINGS RATIONALE
TreeHouse's credit profile reflects its leading position as the
nation's largest private label food manufacturer. The ratings are
supported by its significant scale and diversification. These
credit strengths are partly offset by ongoing challenges related to
the integration of past acquisitions, the increasing competitive
environment in US packaged foods, and rising inflation.
CORPORATE PROFILE
TreeHouse Foods, Inc. is a leading private label food manufacturer
servicing primarily the retail grocery and foodservice distribution
channels. It sells products within a wide array of food categories.
Annual sales approximate $6.3 billion.
The principal methodology used in these ratings was Global Packaged
Goods published in January 2017.
TWO STREETS: Seeks Authority For Immediate Cash Collateral Use
--------------------------------------------------------------
Two Streets, Inc., seeks authorization from the U.S. Bankruptcy
Court for the Southern District of Mississippi for the immediate
use of cash collateral, followed by a final hearing to be set by
the Court in this case.
Two Streets is in the fence construction business and usually has
two crews performing duties. The use of cash collateral is required
for Two Streets to pay the necessary operating expenses of its
business including paying crew members, purchasing construction
materials, paying vendors and other costs of operations such as
utilities, fuel, etc.
BancorpSouth is a secured creditor holding a mortgage and lien on
all of the Debtor's property. BancorpSouth also holds a mortgage on
two tracts of real property located at 157 Lakeshire Parkway and
193 Lakeshire Parkway that are owned by Danny and Patricia Street
-- who are also debtors in Chapter 11 Case No. 18-02102.
BancorpSouth is owed the approximate amount of $600,000 for all of
the indebtedness for Two Streets and for Danny and Patricia Street.
The total approximate value of all assets pledged as collateral to
BancorpSouth is $1,241,800. Accordingly, the Debtor assert that
BancorpSouth has a substantial equity cushion and is adequately
protected with all of the property pledged to it as collateral as
compare to the outstanding indebtedness.
A full-text copy of the Debtor's Motion is available at
http://bankrupt.com/misc/mssb18-02103-15.pdf
About Two Streets
Two Streets, Inc., doing business as All-Metro Fence Company --
http://www.allmetrofence.com/-- is a family owned and operated
company located in Jackson, Mississippi, that builds every type of
fence, including: chain link, custom wood, remote controlled
entrances, PVC, aluminum, and wrought iron for residential,
commercial, and industrial customers.
Two Streets, Inc., sought Chapter 11 bankruptcy protection (Bankr.
S.D. Miss. Case No. 18-02103) on May 29, 2018. In the petition
signed by Danny Wayne Street, president, the Debtor estimated
assets of less than $1 million and debt of less than $10 million.
The Hon. Edward Ellington presides over the case. R. Michael
Bolen, Esq., of Hood & Bolen, PLLC, serves as counsel to the
Debtor.
TWO STREETS: Taps Hood & Bolen as Legal Counsel
-----------------------------------------------
Two Streets, Inc., seeks approval from the U.S. Bankruptcy Court
for the Southern District of Mississippi to hire Hood & Bolen, PLLC
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 at these hourly rates:
Partners $300
Associates $200
Senior Paralegals $125
Junior Paralegals $85
R. Michael Bolen, Esq., a partner at Hood & Bolen, disclosed in a
court filing that the firm's attorneys do not represent any
interest adverse to the Debtor and its estate.
Hood & Bolen can be reached through:
R. Michael Bolen, Esq.
Hood & Bolen, PLLC
3770 Highway 80 West
Jackson, MS 39209
Tel: 601-923-0788
Fax: 601-922-2968
Email: rmb@hoodbolen.com
About Two Streets Inc.
Two Streets, Inc., which conducts business under the name,
All-Metro Fence Company, is a family-owned and operated company in
Jackson, Mississippi, that builds every type of fence for
residential, commercial, and industrial customers.
Two Streets sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D. Miss. Case No. 18-02103) on May 29, 2018.
In the petition signed by Danny Wayne Street, president, the Debtor
estimated assets of less than $1 million and liabilities of $1
million to $10 million.
Judge Edward Ellington presides over the case.
VENCORE INC: Moody's Withdraws B3 CFR on Debt Repayment
-------------------------------------------------------
Moody's Investors Services withdraws all the ratings of Vencore,
Inc., including the B3 corporate family rating following repayment
of the rated debt.
RATINGS RATIONALE
On June 1, 2018, Perspecta—the new company formed by the spin-off
of the DXC Technology U.S. Public Sector (USPS)
business—completed its planned combination with Vencore Inc. and
KeyPoint Government Solutions, Inc. As a result of the merger,
Vencore's debt was repaid.
The following rating actions were taken:
Outlook Actions:
Issuer: Vencore, Inc.
- Outlook, Changed To Rating Withdrawn From Stable
Withdrawals:
Issuer: Vencore, Inc.
- Probability of Default Rating, Withdrawn, previously rated
B3-PD
- Corporate Family Rating, Withdrawn, previously rated B3
- Senior Secured 1st Lien Bank Credit Facility, Withdrawn,
previously rated B1 (LGD2)
- Senior Secured 2nd Lien Bank Credit Facility, Withdrawn,
previously rated Caa1 (LGD5)
WALKING COMPANY: Court Approves Chapter 11 Plan of Reorganization
-----------------------------------------------------------------
The Walking Company Holdings, Inc. on June 13, 2018, disclosed that
a U.S. Bankruptcy Court in Delaware has approved its Chapter 11
plan of reorganization. As a result, The Walking Company expects
to emerge from its restructuring process by the end of this month.
"The Court's approval of our plan is the culmination of months of
hard work and extensive negotiations among our various
stakeholders," said Andrew Feshbach, The Walking Company's CEO. "In
the next few weeks, our company will emerge from this process
financially stronger and positioned for long-term success."
Certain Company shareholders have committed to invest $10.2 million
in new equity into the Company and Wells Fargo Bank will provide
"exit" financing that, in addition to the Company's ongoing cash
from operations, will allow The Walking Company to move forward as
a substantially stronger company.
"I want to thank our vendor partners, landlords, stakeholders,
financial partners and business professionals for their continued
support throughout this process," Mr. Feshbach continued. "I also
want to thank our dedicated employees, who have remained focused on
driving our business objectives."
About The Walking Company
The Walking Company is the leading national specialty retailer of
high-quality, technically designed comfort footwear and
accessories, and offers a selection of premium comfort brands
including ABEO, Dansko, ECCO, Taos, and more. The Walking Company
operates 208 stores in premium malls across the nation and the
company's website http://www.thewalkingcompany.com/
On March 6, 2018, The Walking Company Holdings, Inc., along with
affiliates The Walking Company, Big Dog USA, Inc., and FootStmart,
Inc., filed voluntary petitions for relief under Chapter 11 of the
United States Bankruptcy Code (Bankr. D. Del. Lead Case No.
18-10474). The cases are pending joint administration before the
Honorable Laurie Selber Silverstein.
Pachulski Stang Ziehl & Jones LLP is the Debtors' counsel.
Consensus Advisory Services LLC is the financial advisor. Kurtzman
Carson Consultants LLC is the claims and noticing agent.
Choate, Hall & Stewart LLP, led by Kevin J. Simard, Esq., and
Womble Bond Dickinson, led by Matthew P. Ward, Esq., serve as
counsel to the DIP Agent, DIP Term Agent, the Prepetition Senior
Agent, and the Prepetition Term Agent.
Irell & Manella LLP, led by Jeffrey M. Reisner, Esq., is counsel to
the Prepetition Subordinated Creditors.
WALKING COMPANY: Wins Confirmation of Chapter 11 Exit Plan
----------------------------------------------------------
Vince Sullivan, writing for Bankruptcy Law360, reported that U.S.
Bankruptcy Judge Laurie Selber Silverstein confirmed the Chapter 11
plan of reorganization of The Walking Company, wrapping up its
bankruptcy case a little more than three months after it was
filed.
During a confirmation hearing in Wilmington, Judge Silverstein said
the proposed plan satisfied the requirements of the bankruptcy code
and that there were no outstanding objections to confirmation. "I
find that the plan meets the confirmation standards of Section
1129," Judge Silverstein said.
As reported by the Troubled Company Reporter, The Walking Company
Holdings, Inc., and its debtor-affiliates filed with the U.S.
Bankruptcy Court for the District of Delaware their first amended
disclosure statement in support of their first amended joint plan
of reorganization dated April 17, 2018. Under the latest plan, all
of the outstanding equity interests in the Parent will be
extinguished. The Plan Sponsors will provide a $10.2 million
Consideration in Cash on the Effective Date and will be issued all
of the New Common Stock of the Reorganized Parent, subject to
dilution resulting from New Common Stock that may be issued to
applicable Prepetition Subordinated Noteholders upon their exercise
of the New Warrants. The New Warrants may be exercised for shares
of New Common Stock initially representing in the aggregate 7.5% of
the New Common Stock. On and after the Effective Date, the
Reorganized Subsidiaries will continue to be wholly-owned
subsidiaries of the Reorganized Parent. The Reorganized Debtors
will continue to operate post-confirmation in the ordinary course
of business, using cash generated by the business and proceeds from
a $57.25 million secured Exit Facility.
All Allowed Administrative Claims, DIP Facility Claims, Priority
Tax Claims, Priority Non-Tax Claims, and Prepetition Secured Loan
Agreement Claims (to the extent not previously satisfied) will be
paid in full. Allowed Other Secured Claims will be paid in full or
rendered Unimpaired. All Intercompany Claims will be canceled and
extinguished under the Plan.
With respect to the Prepetition Subordinated Notes Claims, such
Secured Claims will be amended, with the maturity date extended
three years (until March 31, 2022) and with unpaid interest and
fees due as of the Effective Date capitalized into the principal.
The Prepetition Subordinated Noteholders will also receive New
Warrants, to purchase up to an aggregate of 7.5% of the outstanding
New Common Stock on a fully diluted basis.
With respect to all General Unsecured Claims, each holder of an
Allowed General Unsecured Claim will receive its Pro Rata share of
the GUC Fund -- a $2.55 million fund. The Debtors estimate that
general unsecured creditors will receive a recovery of
approximately 18.8% - 22% under the Plan, based on various
assumptions.
Distributions under the Plan will be made from the proceeds of the
Exit Facility, the Consideration, and cash from operations.
A full-text copy of the First Amended Disclosure Statement is
available at:
http://bankrupt.com/misc/deb18-10474-240.pdf
A full-text copy of the First Amended Joint Plan of Reorganization
is available at:
http://bankrupt.com/misc/deb18-10474-239.pdf
About The Walking Company
The Walking Company is the leading national specialty retailer of
high-quality, technically designed comfort footwear and
accessories, and offers a selection of premium comfort brands
including ABEO, Dansko, ECCO, Taos, and more. The Walking Company
operates 208 stores in premium malls across the nation and the
company's website http://www.thewalkingcompany.com/
On March 6, 2018, The Walking Company Holdings, Inc., along with
affiliates The Walking Company, Big Dog USA, Inc., and FootStmart,
Inc., filed voluntary petitions for relief under Chapter 11 of the
United States Bankruptcy Code (Bankr. D. Del. Lead Case No.
18-10474). The cases are pending joint administration before the
Honorable Laurie Selber Silverstein.
Pachulski Stang Ziehl & Jones LLP is the Debtors' counsel.
Consensus Advisory Services LLC is the financial advisor. Kurtzman
Carson Consultants LLC is the claims and noticing agent.
Choate, Hall & Stewart LLP, led by Kevin J. Simard, Esq., and
Womble Bond Dickinson, led by Matthew P. Ward, Esq., serve as
counsel to the DIP Agent, DIP Term Agent, the Prepetition Senior
Agent, and the Prepetition Term Agent.
Irell & Manella LLP, led by Jeffrey M. Reisner, Esq., is counsel to
the Prepetition Subordinated Creditors.
WAVEGUIDE CORPORATION: Case Summary & 6 Unsecured Creditors
-----------------------------------------------------------
Debtor: WaveGuide Corporation
85 Bolton Street
Cambridge, MA 02140
Business Description: WaveGuide Corporation, a Delaware
corporation based in Cambridge,
Massachusetts, is in the business of
researching and developing its hand-held
micro-nuclear magnetic resonance (uNMR)
platform technology. The WaveGuide uNMR
combines proprietary molecular spectroscopy
and diagnostic techniques to provide a
system to allow diagnosis and analysis,
including in remote settings, thereby
reducing cost and improving responsiveness
to critical patient/customer needs.
http://www.waveguidecorp.com/
Chapter 11 Petition Date: June 12, 2018
Case No.: 18-12207
Court: United States Bankruptcy Court
District of Massachusetts (Boston)
Judge: Hon. Joan N. Feeney
Debtor's Counsel: Jeffrey D. Sternklar, Esq.
JFEFFREY D. STERNKLAR LLC
26th Floor
225 Franklin Street
Boston, MA 02110
Tel: 6177335171
Fax: 6175076530
E-mail: jeffrey@sternklarlaw.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Nelson K. Stack, president.
A copy of the Debtor's list of six unsecured creditors is available
for free at:
http://bankrupt.com/misc/mab18-12207_creditors.pdf
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/mab18-12207.pdf
WESTMORELAND COAL: Signs 7th Supplemental Indenture with U.S. Bank
------------------------------------------------------------------
In connection with certain financing transactions of Westmoreland
Coal Company, the Company entered into a seventh supplemental
indenture with the subsidiary guarantors and U.S. Bank National
Association, as trustee, and collateral agent, to the existing
indenture, dated as of Dec. 16, 2014, among the Company, the
guarantors and the Trustee, which governs the Company's 8.75%
Senior Secured Notes due 2022. The Seventh Supplemental Indenture
amends the Indenture to, among other things, allow for:
* the incurrence of indebtedness under the Bridge Loan
Agreement, dated May 21, 2018, among Westmoreland Coal
Company, as the administrative borrower, Westmoreland San
Juan, LLC, as the San Juan borrower, Prairie Mines & Royalty
ULC, as the Canadian borrower, the grantors, the lenders,
and Wilmington Savings Fund Society, FSB, as administrative
agent and collateral agent;
* the designation of San Juan Coal Company, San Juan
Transportation Company and Westmoreland San Juan Holdings,
Inc. as Restricted Subsidiaries under the Indenture; and
* entry into the Intercreditor Agreement, dated as of June 5,
among the Company, the grantors, WSFS, as term loan
collateral agent, the Notes Collateral Agent, and WSFS, as
Bridge Loan agent.
Bridge Loan Intercreditor
In connection with the entry into the Bridge Loan and the Seventh
Supplemental Indenture, the Term Loan Collateral Agent, Notes
Collateral Agent, and the Bridge Loan Agent entered into the Bridge
Loan Intercreditor, acknowledged and agreed to by the grantors,
pursuant to which the Term Loan Collateral Agent, Notes Collateral
Agent and Bridge Loan Agent established their respective priorities
to certain collateral of the Borrowers that secure borrowings under
the Bridge Loan Agreement.
Pursuant to the Bridge Loan Intercreditor, the liens granted to
secure the obligations under the Bridge Loan are given priority
over the liens granted to secure the obligations under the Notes
and the existing term loan facility.
The Notes Collateral Agent can be contacted at:
U.S. Bank National Association
1021 East Cary Street, 18th Floor
Richmond, VA 23219
Attention: Corporate Trust Services, Chris Gehman
Tel.: (804) 771-7925
Email: christopher.gehman@usbank.com
With a copy to:
Shipman & Goodwin LLP
One Constitution Plaza
Hartford, CT 06103-1919
Attention: Kimberly Cohen
Tel.: (860) 251-5212
Email: kcohen@goodwin.com
The Term Loan Collateral Agent can be reached at:
Wilmington Savings Fund Society, FSB
500 Delaware Avenue
Wilmington, DE 19801
Attention: Geoffrey J. Lewis
Tel: 302-573-3218
Email: adminagent@wsfsbank.com
About Westmoreland Coal
Based in Englewood, Colorado, Westmoreland Coal Company --
http://www.westmoreland.com/-- is an independent coal company
based in the United States. The Company produces and sells thermal
coal primarily to investment grade utility customers under
long-term, cost-protected contracts. Its focus is primarily on
mine locations which allow it to employ dragline surface mining
methods and take advantage of close customer proximity through
mine-mouth power plants and strategically located rail
transportation. At Dec. 31, 2017, the Company's U.S. coal
operations were located in Montana, Wyoming, North Dakota, Texas,
New Mexico and Ohio, and its Canadian coal operations were located
in Alberta and Saskatchewan. The Company sold 49.7 million tons of
coal in 2017.
Westmoreland Coal reported a net loss applicable to common
shareholders of $71.34 million for the year ended Dec. 31, 2017, a
net loss applicable to common shareholders of $27.10 million for
the year ended Dec. 31, 2016, and a net loss applicable to common
stockholders of $213.6 million for the year ended Dec. 31, 2015.
As of March 31, 2018, Westmoreland Coal had $1.63 billion in total
assets, $2.12 billion in total liabilities and a total deficit of
$489.7 million.
Ernst & Young LLP's 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 stating that the Company has a
substantial amount of long-term debt outstanding, is subject to
declining industry conditions that are negatively impacting the
Company's financial position, results of operations, and cash
flows, and has stated that substantial doubt exists about the
Company's ability to continue as a going concern.
* * *
In April 2018, Moody's Investors Service downgraded the ratings of
Westmoreland Coal Company, including its corporate family rating
(CFR) to 'Caa3' from 'Caa1'. According to Moody's, the downgrade
reflects the company's weak liquidity position, due to the
near-term maturity of its term loan.
In May 2018, S&P Global Ratings lowered its issuer credit rating on
Englewood, Colo.-based Westmoreland Coal Co. to 'SD' from 'CCC-'.
The downgrade follows WCC's announcement that it entered into an
agreement with its first lien lenders and creditors to obtain a
$110 million bridge term loan that subordinates the liens securing
the rated debt (formerly first-lien) to the liens securing the
bridge term loan financing.
WILLIAMSTON COMMUNITY: Moody's Affirms Ba1 Rating on GO Debt
------------------------------------------------------------
Moody's Investors Service has affirmed the Ba1 rating on
Williamston Community Schools, MI's general obligation (GO) debt.
The outlook remains stable. The district has $41 million of GO debt
outstanding.
RATINGS RATIONALE
The Ba1 rating reflects the district's chronically weak financial
position that necessitates high levels of cash flow borrowing.
Other credit pressures include elevated debt and pension burdens.
Positively, the district has strong resident income levels and
relatively stable enrollment trends.
RATING OUTLOOK
The stable outlook incorporates Moody's expectation that the
financial position will remain very weak but should not further
deteriorate given stable enrollment trends.
FACTORS THAT COULD LEAD TO AN UPGRADE
- Sustained increase in fund balance and liquidity
- Moderation of debt and pension burdens
FACTORS THAT COULD LEAD TO A DOWNGRADE
- Further declines in fund balance or net cash position
- Increases in debt or pension burdens
LEGAL SECURITY
The district's GO bonds are secured by the district's general
obligation unlimited tax (GOULT) pledge. The GOULT pledge for
Michigan school districts carries the full faith and credit pledge
of the school district, and has a separate dedicated debt service
levy. The pledge is not secured through statute, nor does it
benefit from a lockbox.
USE OF PROCEEDS
Not applicable
PROFILE
Williamston Community Schools covers 59 square miles and
encompasses the city of Williamston and portions of surrounding
townships. The district's population is estimated at just over
10,200 and its current enrollment is over 1,800.
WOODBRIDGE GROUP: Sale of 215 North's Carbondale Property Approved
------------------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware authorized the Contract to Buy and Sell Real Estate
dated as of May 3, 2018 of Woodbridge Group of Companies, LLC, and
its affiliated debtors with First Avenue Properties of Minneapolis,
LLC, Thomas Berthiaume and Cherryl Kachenmeister, in connection
with the sale of 215 North 12th Street, LLC's real property located
at 215 N. 12th Street, Carbondale, Colorado, together with the
Seller's right, title, and interest in and to the buildings located
thereon and any other improvements and fixtures located thereon,
and any and all of the Seller's right, title, and interest in and
to the tangible personal property and equipment remaining on the
real property as of the date of the closing of the sale, for
$800,000.
All proceeds of the Sale (net of the Broker Fees and Other Closing
Costs) will be paid to the Debtors into the general account of
Debtor Woodbridge Group of Companies, LLC, and such net proceeds
will be disbursed and otherwise treated by the Debtors in
accordance with the Final DIP Order.
The Debtors are authorized and empowered to pay the Broker Fees in
an amount not to exceed an aggregate amount of 6% of gross sale
proceeds.
Filing of a copy of the Order in the county in which the Property
is situated may be relied upon by all title insurers in order to
issue title insurance policies on the Property. Any title insurer,
escrow agent, or other intermediary participating in a closing of
the Sale of the Property is authorized to disburse all funds at the
closing of the Sale pursuant to the applicable settlement statement
or escrow instructions provided by the parties to such Sale.
The terms and conditions of the Order will be immediately effective
and enforceable upon its entry notwithstanding any applicability of
Bankruptcy Rule 6004(h).
The Notice of the Motion as provided therein will be deemed good
and sufficient notice of such motion and to have satisfied
Bankruptcy Rule 6004(a).
About Woodbridge Group
Headquartered in Sherman Oaks, California, The Woodbridge Group
Enterprise -- http://www.woodbridgecompanies.com/-- is a
comprehensive real estate finance and development company. Its
principal business is buying, improving, and selling high-end
luxury homes. The Woodbridge Group Enterprise also owns and
operates full-service real estate brokerages, a private investment
company, and real estate lending operations. The Woodbridge Group
Enterprise and its management team have been in the business of
providing a variety of financial products for more than 35 years,
and have been primarily focused on the luxury home business for the
past five years. Since its inception, the Woodbridge Group
Enterprise has completed more than $1 billion in financial
transactions. These transactions involve real estate, note buying
and selling, hard money lending, and alternative financial
transactions involving thousands of investors.
Woodbridge Group of Companies and certain of its affiliates filed
Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No.
17-12560) on Dec. 4, 2017. Woodbridge estimated assets and
liabilities at between $500 million and $1 billion. The Chapter 11
cases are being jointly administered.
Judge Kevin J. Carey presides over the case.
Samuel A. Newman, Esq., Oscar Garza, Esq., Daniel B. Denny, Esq.,
Jennifer L. Conn, Esq., Eric J. Wise, Esq., Matthew K. Kelsey,
Esq., and Matthew P. Porcelli, Esq., at Gibson, Dunn & Crutcher,
LLP, and Sean M. Beach, Esq., Edmon L. Morton, Esq., Ian J.
Bambrick, Esq., and Allison S. Mielke, Esq., at Young Conaway
Stargatt & Taylor, LLP, serve as the Debtors' bankruptcy counsel.
Homer Bonner Jacobs, PA, as special counsel, Province, Inc., as
expert consultant, Moelis & Company LLC, as investment banker.
The Debtors' financial advisors are Larry Perkins, John Farrace,
Robert Shenfeld, Reece Fulgham, Miles Staglik, and Lissa Weissman
at SierraConstellation Partners, LLC. Beilinson Advisory Group is
serving as independent management to the Debtors. Garden City
Group, LLC, is the Debtors' claims and noticing agent.
Pachulski Stang Ziehl & Jones is counsel to the Official Committee
of Unsecured Creditors; and FTI Consulting, Inc., serves as its
financial advisor.
An official committee of unsecured creditors was appointed in the
Chapter 11 cases on Dec. 14, 2017. On Jan. 23, 2018, the Court
approved a settlement providing for the formation of an ad hoc
noteholder group and an ad hoc unitholder group.
WOOTON GROUP: $7.5M Sale of Fresno Property to Thomas Approved
--------------------------------------------------------------
Judge Neil W. Bason of the U.S. Bankruptcy Court for the Central
District of California authorized Wooton Group, LLC's sale of the
real property located at 2945-2965 S. Angus Avenue, Fresno,
California to Richard L. Thomas for $7.5 million.
A hearing on the Motion was held on May 22, 2018 at 2:00 p.m.
The sale is free and clear of liens, claims and interests.
The Debtor is authorized to pay the following undisputed liens or
claims through escrow at closing of the sale: (i) the secured claim
against the Fresno Property owed to secured lender Transamerica
Life Insurance, and its servicing agent Aegon USA Realty Advisors,
LLC Co., in the amount of $2,845,521, plus accrued interest at the
default rate since Feb. 22, 2018, fees, costs, and expenses,
including reasonable attorney's fees as set forth in that certain
Stipulation Regarding Grant of Transamerica Life Ins. Co's Motion
for Relief from Stay (Fresno); and (ii) the secured claim against
the Fresno Property owed to secured lender Strategic Emerging
Economics in the amount of $2,428,214.
The sale is free and clear of all liens, claims or interests to the
fullest extent permitted by the Bankruptcy Code and applicable
non-bankruptcy law, including without limitation the liens, claims
or interests of: (i) Aegon, (ii) Strategic, and (iii) Tal Hassid.
Except for the liens of Aegon and Strategic, which are to be paid,
no disputed secured claims against the Fresno Property will be paid
through escrow unless and until the disputes are resolved prior to
close of escrow; rather, those disputed liens, including but not
limited to the disputed claims of Tal Hassid and Aegon, will attach
to the proceeds of sale pending Court determination of their
validity and amount.
The Debtor, and any escrow agent upon the Debtor's written
instruction, will be authorized to make such disbursements on or
after the closing of the sale as are required by the Purchase
Agreement, the Order or any further order of the Court, including,
but not limited to, (a) all delinquent real property taxes and
outstanding post-petition real property taxes pro-rated as of the
closing with respect to the Stockton Property; and (b) the
brokerage fees payable pursuant to the Purchase Agreement.
The Debtor and its officers, employees and agents be and they are
authorized to execute the Purchase Agreement, or other related
documents that are reasonably necessary or appropriate to complete
the sale, to perform the Debtor's obligations thereunder and to
undertake such other actions as may be reasonably necessary or
appropriate to complete the sale.
The Order will be effective and enforceable immediately upon
entry.
About Wooton Group
Wooton Group, LLC, is a California limited liability company formed
in 1996 which owns and manages real property.
Wooton Group first sought bankruptcy protection (Bankr. C.D. Cal.
Case No. 12-31323) in June 2012.
Wooton Group again sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Cal. Case No. 18-11727) on Feb. 16,
2018. In its petition signed by Mark Slotkin, managing member, the
Debtor estimated assets and liabilities of $10 million to $50
million. Judge Neil W. Bason presides over the case. Leslie Cohen
Law, PC, is the Debtor's legal counsel.
WOOTON GROUP: $9.3M Sale of Stockton Property to Sovena Approved
----------------------------------------------------------------
Judge Neil W. Bason of the U.S. Bankruptcy Court for the Central
District of California authorized Wooton Group, LLC's sale of the
real property located at 3001 Navone Road, Stockton, California to
Sovena USA or its designee for $9,250,000.
The Debtor is authorized to pay the following undisputed liens or
claims through escrow at closing of the sale: (i) the secured claim
against the Stockton Property owed to secured lender Transamerica
Life Insurance, and its servicing agent Aegon USA Realty Advisors,
LLC Co., in the amount of $2,799,099, plus accrued interest at the
default rate since Feb. 14, 2018, fees, costs, and expenses,
including reasonable attorney's fees as set forth in that certain
Stipulation Relating to the Grant of Citizen Business Bank's Motion
for immediate Relief from Stay; and (ii) the secured claim against
the Stockton Property owed to secured lender Citizens Business Bank
("CBB") in the amount of $1,977,290 plus accrued interest at the
default rate since Feb. 23, 2018, fees, costs, and expenses,
including reasonable attorney's fees as set forth in the
Stipulation.
The sale is free and clear of all liens, claims or interests to the
fullest extent permitted by the Bankruptcy Code and applicable
non-bankruptcy law, including without limitation the liens, claims
or interests of: (i) Aegon, (ii) CBB, (iii) Tal Hassid and (iv) the
Southwest Guaranty Judgment Lien.
Except for the liens of Aegon and CBB, which are to be paid, no
disputed secured claims against the Stockton Property will be paid
through escrow unless and until the disputes are resolved prior to
close of escrow; rather, those disputed liens, including but not
limited to the disputed claims of Tal Hassid, Aegon and the
Southwest Guaranty Judgment Lien, will attach to the proceeds of
sale pending Court determination of their validity and amount.
The Debtor, and any escrow agent upon the Debtor's written
instruction, will be authorized to make such disbursements on or
after the closing of the sale as are required by the Purchase
Agreement, the Order or any further order of the Court, including,
but not limited to, (a) all delinquent real property taxes and
outstanding post-petition real property taxes pro-rated as of the
closing with respect to the Stockton Property; and (b) the
brokerage fees payable pursuant to the Purchase Agreement.
The Debtor and its officers, employees and agents be and they are
authorized to execute the Purchase Agreement, or other related
documents that are reasonably necessary or appropriate to complete
the sale, to perform the Debtor's obligations thereunder and to
undertake such other actions as may be reasonably necessary or
appropriate to complete the sale.
The Order will be effective and enforceable immediately upon
entry.
About Wooton Group
Wooton Group, LLC, is a California limited liability company formed
in 1996 which owns and manages real property.
Wooton Group first sought bankruptcy protection (Bankr. C.D. Cal.
Case No. 12-31323) in June 2012.
Wooton Group again sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Cal. Case No. 18-11727) on Feb. 16,
2018. In its petition signed by Mark Slotkin, managing member, the
Debtor estimated assets and liabilities of $10 million to $50
million. Judge Neil W. Bason presides over the case. Leslie Cohen
Law, PC, is the Debtor's legal counsel.
WORD INTERNATIONAL: Files Addendum to Disclosure Statement
----------------------------------------------------------
Word International Ministries, f/k/a Miracle Deliverance Temple
COSC, f/k/a Miracle Deliverance Temple C.O.S.C., filed an addendum
to the disclosure statement explaining its Chapter 11 plan.
In the Addendum, the Debtor disclosed that it is the record owner
of real estate with improvements located at 387 Mooneyhan Rd., in
Sumter, South Carolina. A tax value of $62,970 has been placed on
the property. Zillow values the property at $78,658. Prior to the
Petition Date, the Debtor entered into a land sale contract with
Michael Millette and Amber Kay Ashton to sell 387 Mooneyhan Rd. for
the sum of $60,000. The purchasers defaulted in making the
payments. Pastor Melody Durant filed an eviction action in Sumter
County Magistrates Court. A writ of ejectment was entered on March
16, 2018. The property is vacant as of April 16, 2018.
The property is not encumbered by a mortgage. The Debtor intends
to either sell or rent the real estate and use the proceeds to pay
operating expenses and to pay unsecured creditors.
A full-text copy of the Addendum to the Disclosure Statement is
available at:
http://bankrupt.com/misc/scb17-04845-55.pdf
About Word International Ministries
Word International Ministries is a religious organization based in
Sumter, South Carolina. World International filed a Chapter 11
petition (Bankr. D.S.C. Case No. 17-04845) on Sept. 29, 2017.
Melody DuRant, its trustee manager, signed the petition. At the
time of filing, the Debtor estimated $1 million to $10 million in
assets and $500,000 to $1 million in liabilities. The Hon. David
R. Duncan presides over the case. Reid B. Smith, Esq., of Bird &
Smith PA, is the Debtor's bankruptcy counsel. No official
committee of unsecured creditors has been appointed in the Chapter
11 case.
WW CONTRACTORS: Case Summary & 17 Unsecured Creditors
-----------------------------------------------------
Debtor: WW Contractors, Inc.
POB 597
Randallstown, MD 21133
Business Description: WW Contractors, Inc. --
http://www.wwcontractors.com--
is a facilities services firm, offering
complete facilities maintenance,
engineering, operations, custodial services,
grounds/landscaping services, and project
management services to federal government,
local government, and private sector
clients. WW Contractors was founded in 1986
as an electrical construction firm under the
ownership and direction of Vietnam Era
veteran Warren J. Wiggins. The company is
headquartered in Baltimore, Maryland.
Chapter 11 Petition Date: June 12, 2018
Case No.: 18-17927
Court: United States Bankruptcy Court
District of Maryland (Baltimore)
Judge: Hon. Nancy V. Alquist
Debtor's Counsel: Jeffrey M. Sirody, Esq.
JEFFREY M. SIRODY AND ASSOCIATES, P.A.
1777 Reisterstown Road, Suite 360 E
Baltimore, MD 21208
Tel: 410-415-0445
Fax: 410-415-0744
E-mail: smeyers5@hotmail.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Warren Wiggins, president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 17 unsecured creditors is available for free
at:
http://bankrupt.com/misc/mdb18-17927.pdf
YS GARMENTS: S&P Assigns 'B' Corp. Credit Rating, Outlook Stable
----------------------------------------------------------------
S&P Global Ratings assigned its 'B' corporate credit rating to YS
Garments Inc., the proposed borrower and financial reporting
entity. The outlook is stable.
S&P said, "At the same time, we assigned a 'B' issue-level rating
and a '3' recovery rating to the company's proposed $50 million
senior secured first-lien revolving credit facility and $330
million senior secured first-lien term loan facility. The '3'
recovery rating indicates our expectation for meaningful (50%-70%,
rounded estimate: 55%) recovery in the event of a payment
default."
All ratings are based on preliminary terms and are subject to
review of final documents.
S&P expects the company to use proceeds from the proposed credit
facilities along with equity contributions to fund the acquisition
of a significant portion of the company by the sponsor and repay
the existing debt.
Pro forma for the transaction, the company will have about $337
million of adjusted debt outstanding.
S&P said, "Our ratings on Next Level reflects its elevated debt
burden following the leveraged buyout transaction, small scale,
relatively low brand equity, participation in the niche fashion
basics segment of a highly competitive apparel market, and our view
that its operations are susceptible to cotton price increases. Pro
forma for the transaction, leverage will increase to the low-5x
area from about mid-to-low-1x area at the end of March 31, 2018.
However, we project the company will generate significantly higher
EBITDA and leverage will improve to low-4x area by fiscal year-end
2018 and further decrease to about 4x by fiscal year-end 2019.
"The stable outlook reflects our expectation that Next Level will
successfully reduce leverage to the low 4x area by the end of 2018
due to EBITDA growth resulting from the adoption of a lower
inventory reserve, improved product mix, and cost discipline. In
addition, we forecast the company will be able to drive volume
growth from recurring distributor purchases.
"We could lower our ratings if the company's forecast sustained
leverage rose to above 5x as a result of a 20% or greater EBITDA
erosion indicative of increased vulnerability to the business not
currently contemplated in our analysis. This could be caused by
intensified competition in the fashion basics industry, an
inability to pass on to customers input cost spikes, or
deteriorated relationship with its core customers.
"Although unlikely given the commodity-type business of the
company, we could raise the ratings if the company successfully
diversified its customer base, increased its product offering, and
meaningfully expanded internationally while maintaining leverage
below 5x."
[*] Beard Group 25th Annual Distressed Investing Conference Nov. 26
-------------------------------------------------------------------
Conway MacKenzie is the latest sponsor for Beard Group's 2018
Distressed Investing (DI) Conference on Nov. 26, 2018.
Conway, a global management consulting and financial advisory firm,
joins law firm Foley & Lardner, DSI (Development Specialist Inc.),
provider of management consulting and financial advisory services,
and Longford Capital, a private investment company, in partnering
with the DI Conference, as it marks its Silver (25th) 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. All four firms have been
supporting the DI Conference in past.
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 Schaffel Development Company, Inc.
Bankr. C.D. Cal. Case No. 18-11411
Chapter 11 Petition filed June 1, 2018
See http://bankrupt.com/misc/cacb18-11411.pdf
represented by: Lewis R Landau, Esq.
E-mail: Lew@Landaunet.com
In re The Zaaco Group, LLC
Bankr. D. Conn. Case No. 18-20928
Chapter 11 Petition filed June 1, 2018
See http://bankrupt.com/misc/ctb18-20928.pdf
Filed Pro Se
In re James L. Dent
Bankr. M.D. Fla. Case No. 18-04601
Chapter 11 Petition filed June 1, 2018
represented by: James W. Elliott, Esq.
MCINTYRE THANASIDES BRINGGOLD, ET. AL.
E-mail: james@mcintyrefirm.com
In re Sanabi Investments, L.L.C.
Bankr. S.D. Fla. Case No. 18-16699
Chapter 11 Petition filed June 1, 2018
See http://bankrupt.com/misc/flsb18-16699.pdf
represented by: Chad T. Van Horn, Esq.
LAW OFFICES OF ALLA KACHAN, P.C.
E-mail: Chad@cvhlawgroup.com
In re Angelito A. Gano and Corazon B. Gano
Bankr. D. Nev. Case No. 18-13230
Chapter 11 Petition filed June 1, 2018
represented by: Michael J. Harker, Esq.
E-mail: notices@harkerlawfirm.com
In re Robert Howard Frankel
Bankr. S.D.N.Y. Case No. 18-22844
Chapter 11 Petition filed June 1, 2018
represented by: Robert Leslie Rattet, Esq.
E-mail: rrattet@rattetlaw.com
In re John B. Dennis Brull
Bankr. D.P.R. Case No. 18-03130
Chapter 11 Petition filed June 1, 2018
represented by: Alexis Fuentes Hernandez, Esq.
FUENTES LAW OFFICES, LLC
E-mail: alex@fuentes-law.com
In re Southern Internal Medicine PSC
Bankr. D.P.R. Case No. 18-03136
Chapter 11 Petition filed June 1, 2018
See http://bankrupt.com/misc/prb18-03136.pdf
represented by: Jose Ramon Cintron, Esq.
E-mail: jrcintron@prtc.net
In re Abdel K. Fustok, M.D. P.A
Bankr. S.D. Tex. Case No. 18-32862
Chapter 11 Petition filed June 1, 2018
See http://bankrupt.com/misc/txsb18-32862.pdf
represented by: Kristin Nicole Rhame, Esq.
THE RHAME LAW FIRM
E-mail: kristin@rhamelaw.com
In re Susann Waddington Kim
Bankr. W.D. Wash. Case No. 18-12208
Chapter 11 Petition filed June 1, 2018
Filed Pro Se
In re M.J.G. Merchant Funding Group, LLC
Bankr. S.D.N.Y. Case No. 18-11695
Chapter 11 Petition filed June 3, 2018
See http://bankrupt.com/misc/nysb18-11695.pdf
represented by: Eric J. Snyder, Esq.
WILK AUSLANDER LLP
E-mail: esnyder@wilkauslander.com
In re B.W. Cleaners, LLC
Bankr. M.D. Tenn. Case No. 18-03729
Chapter 11 Petition filed June 3, 2018
See http://bankrupt.com/misc/tnmb18-03729.pdf
represented by: Steven L. Lefkovitz, Esq.
LAW OFFICES LEFKOVITZ & LEFKOVITZ
E-mail: slefkovitz@lefkovitz.com
In re Ronald Frances Palmer and Lola Marie Palmer
Bankr. C.D. Cal. Case No. 18-10894
Chapter 11 Petition filed June 4, 2018
represented by: John K Rounds, Esq.
ROUNDS & SUTTER, LLP
E-mail: jrounds@rslawllp.com
In re Igor Lopatonok
Bankr. C.D. Cal. Case No. 18-10899
Chapter 11 Petition filed June 4, 2018
represented by: Stephen L. Burton, Esq.
E-mail: steveburtonlaw@aol.com
In re Kimberly Sue Cardenas
Bankr. C.D. Cal. Case No. 18-12039
Chapter 11 Petition filed June 4, 2018
represented by: Brett Ramsaur, Esq.
RAMSAUR LAW OFFICE
E-mail: brett@ramsaurlaw.com
In re Brenda Joyce Arlon
Bankr. C.D. Cal. Case No. 18-16459
Chapter 11 Petition filed June 4, 2018
represented by: Anthony Obehi Egbase, Esq.
A.O.E LAW & ASSOCIATES, APC
E-mail: info@aoelaw.com
In re Fahed Tahan and Eliana Esber Tahan
Bankr. M.D. Fla. Case No. 18-01881
Chapter 11 Petition filed June 4, 2018
represented by: Bryan K. Mickler, Esq.
E-mail: court@planlaw.com
In re 3290 DeVilla, LLC
Bankr. N.D. Ga. Case No. 18-59269
Chapter 11 Petition filed June 4, 2018
See http://bankrupt.com/misc/ganb18-59269.pdf
Filed Pro Se
In re Vernon Joe Henderson, Dr. and Susan Matthews Henderson
Bankr. N.D. Ga. Case No. 18-59357
Chapter 11 Petition filed June 4, 2018
represented by: Will B. Geer, Esq.
WIGGAM & GEER, LLC
E-mail: wgeer@wiggamgeer.com
In re Energy Guard Midwest LLC
Bankr. D. Kan. Case No. 18-11070
Chapter 11 Petition filed June 4, 2018
See http://bankrupt.com/misc/ksb18-11070.pdf
represented by: Mark J. Lazzo, Esq.
LANDMARK OFFICE PARK
E-mail: mark@lazzolaw.com
In re Kings Auto Services, Inc.
Bankr. D. Kan. Case No. 18-21136
Chapter 11 Petition filed June 4, 2018
See http://bankrupt.com/misc/ksb18-21136.pdf
represented by: Richard D. Dvorak, Esq.
DVORAK LAW, CHARTERED
E-mail: Richard@dvoraklaw.com
In re Integrity Logistics, LLC
Bankr. W.D. La. Case No. 18-50693
Chapter 11 Petition filed June 4, 2018
See http://bankrupt.com/misc/lawb18-50693.pdf
represented by: Thomas E. St. Germain, Esq.
WEINSTEIN LAW FIRM
E-mail: ecf@weinlaw.com
In re Baltimore R.S., Inc.
Bankr. D. Md. Case No. 18-17566
Chapter 11 Petition filed June 4, 2018
See http://bankrupt.com/misc/mdb18-17566.pdf
represented by: Robert M. Stahl, IV, Esq.
ROBERT M. STAHL, LLC
E-mail: StahlLaw@comcast.net
In re South Hilton, Inc
Bankr. D. Md. Case No. 18-17567
Chapter 11 Petition filed June 4, 2018
See http://bankrupt.com/misc/mdb18-17567.pdf
represented by: Robert M. Stahl, IV, Esq.
ROBERT M. STAHL, LLC
E-mail: StahlLaw@comcast.net
In re TM Constructors, LLC
Bankr. D.N.J. Case No. 18-21261
Chapter 11 Petition filed June 4, 2018
See http://bankrupt.com/misc/njb18-21261.pdf
represented by: Joseph Casello, Esq.
COLLINS, VELLA & CASELLO
E-mail: jcasello@cvclaw.net
In re Art of Decoration, Inc.
Bankr. D.N.J. Case No. 18-21351
Chapter 11 Petition filed June 4, 2018
See http://bankrupt.com/misc/njb18-21351.pdf
represented by: Alla Kachan, Esq.
LAW OFFICES OF ALLA KACHAN P.C.
E-mail: alla@kachanlaw.com
In re M. D. & A HOLDING COMPANY, INC.
Bankr. D. Nev. Case No. 18-13264
Chapter 11 Petition filed June 4, 2018
See http://bankrupt.com/misc/nvb18-13264.pdf
represented by: Rena M. McDonald, Esq.
MCDONALD LAW GROUP
E-mail: rena@mcdonaldlawgroup.com
In re Its A Middle LLC
Bankr. E.D.N.Y. Case No. 18-43277
Chapter 11 Petition filed June 4, 2018
See http://bankrupt.com/misc/nyeb18-43277.pdf
Filed Pro Se
In re SeaCrest Palace Diner Inc.
Bankr. E.D.N.Y. Case No. 18-73788
Chapter 11 Petition filed June 4, 2018
See http://bankrupt.com/misc/nyeb18-73788.pdf
Filed Pro Se
In re Anthony C. Argila
Bankr. E.D.N.Y. Case No. 18-73811
Chapter 11 Petition filed June 4, 2018
represented by: Joseph S. Maniscalco, Esq.
LAMONICA HERBST MANISCALCO
E-mail: jsm@lhmlawfirm.com
In re Farmfield Realty, LLC
Bankr. D.S.C. Case No. 18-02908
Chapter 11 Petition filed June 4, 2018
See http://bankrupt.com/misc/scb18-02908.pdf
represented by: R. Michael Drose, Esq.
DROSE LAW FIRM
E-mail: Drose@Droselaw.com
In re H & S Business LLC
Bankr. E.D. Tex. Case No. 18-41199
Chapter 11 Petition filed June 4, 2018
See http://bankrupt.com/misc/txeb18-41199.pdf
represented by: Joyce W. Lindauer, Esq.
JOYCE W. LINDAUER ATTORNEY, PLLC
E-mail: joyce@joycelindauer.com
In re Lisa Marie Holley
Bankr. N.D. Tex. Case No. 18-42228
Chapter 11 Petition filed June 4, 2018
represented by: Marilyn D. Garner, Esq.
LAW OFFICES OF MARILYN D. GARNER
E-mail: mgarner@marilyndgarner.net
In re Carl Joseph Schiro
Bankr. S.D. Tex. Case No. 18-33015
Chapter 11 Petition filed June 4, 2018
represented by: Matthew Hoffman, Esq.
HOFFMAN & SAWERIS, P.C.
E-mail: mhecf@aol.com
In re 2018 Houses, LLC
Bankr. S.D. Tex. Case No. 18-33028
Chapter 11 Petition filed June 4, 2018
See http://bankrupt.com/misc/txsb18-33028.pdf
represented by: Robert William Buchholz, Esq.
LAW OFFICE OF ROBERT W BUCCHOLZ PC
E-mail: bob@attorneybob.com
In re Monica Monique P. Jeffers
Bankr. S.D. Tex. Case No. 18-33149
Chapter 11 Petition filed June 4, 2018
See http://bankrupt.com/misc/txnb18-42243.pdf
Filed Pro Se
In re 1228B Chester, LLC
Bankr. W.D. Tex. Case No. 18-51321
Chapter 11 Petition filed June 4, 2018
See http://bankrupt.com/misc/txwb18-51321.pdf
represented by: Albert William Van Cleave, III, Esq.
LAW OFFICES OF ALBERT W. VAN CLEAVE III
E-mail: vancleave-legal@sbcglobal.net
In re TRW Investements, LLC
Bankr. D. Utah Case No. 18-24102
Chapter 11 Petition filed June 4, 2018
See http://bankrupt.com/misc/utb18-24102.pdf
Filed Pro Se
In re 540 Willoughby Avenue, LLC
Bankr. E.D.N.Y. Case No. 18-43292
Chapter 11 Petition filed June 5, 2018
See http://bankrupt.com/misc/nyeb18-43292.pdf
represented by: Ira R Abel, Esq.
Law Offices of Ira R. Abel
E-mail: iraabel@verizon.net
In re Geary S. Simon
Bankr. D.D.C. Case No. 18-00398
Chapter 11 Petition filed June 5, 2018
Filed Pro Se
In re Barry John DeMay
Bankr. M.D. Fla. Case No. 18-01904
Chapter 11 Petition filed June 5, 2018
represented by: Jason A. Burgess, Esq.
The Law Offices of Jason A. Burgess, LLC
E-mail: jason@jasonaburgess.com
In re Assistcare Medical Group LLC
Bankr. N.D. Ga. Case No. 18-59426
Chapter 11 Petition filed June 5, 2018
See http://bankrupt.com/misc/ganb18-59426.pdf
represented by: Leonard R. Medley, III, Esq.
MEDLEY & ASSOCIATES, LLC
E-mail: leonard@mkalaw.com
In re Alexander E Hergan
Bankr. N.D. Ill. Case No. 18-16145
Chapter 11 Petition filed June 5, 2018
represented by: Harold M Saalfeld, Esq.
E-mail: waukeganlaw@gmail.com
In re Allen Grant Riley
Bankr. D. Mass. Case No. 18-41037
Chapter 11 Petition filed June 5, 2018
represented by: Andrew G. Lizotte, Esq.
MURPHY & KING
E-mail: agl@murphyking.com
In re Herbert B. Holland
Bankr. D. Md. Case No. 18-17619
Chapter 11 Petition filed June 5, 2018
represented by: Edward M. Miller, Esq.
MILLER AND MILLER, LLP
E-mail: mmllplawyers@verizon.net
In re Jai Enterprise, LLC
Bankr. N.D. Miss. Case No. 18-12198
Chapter 11 Petition filed June 5, 2018
See http://bankrupt.com/misc/msnb18-12198.pdf
represented by: Craig M. Geno, Esq.
LAW OFFICES OF CRAIG M. GENO, PLLC
E-mail: cmgeno@cmgenolaw.com
In re American West Real Estate, LLC
Bankr. D. Nev. Case No. 18-13271
Chapter 11 Petition filed June 5, 2018
See http://bankrupt.com/misc/nvb18-13271.pdf
represented by: Thomas E. Crowe, Esq.
THOMAS E. CROWE PROFESSIONAL LAW
CORPORATION E-mail:
tcrowe@thomascrowelaw.com
In re Buck Leon Hammers
Bankr. E.D. Okla. Case No. 18-80602
Chapter 11 Petition filed June 5, 2018
represented by: Jeff Potts, Esq.
JEFF POTTS LAW OFFICE
E-mail: jeffpottslawoffice@yahoo.com
In re Cuisine365, LLC
Bankr. E.D. Pa. Case No. 18-13727
Chapter 11 Petition filed June 5, 2018
See http://bankrupt.com/misc/paeb18-13727.pdf
represented by: Demetrius J. Parrish, Esq.
THE LAW OFFICES OF DEMETRIUS J. PARRISH
E-mail: djpbkpa@gmail.com
In re Jesus Morales Miranda and Dorcas Nazario Rivera
Bankr. D.P.R. Case No. 18-03190
Chapter 11 Petition filed June 5, 2018
represented by: Jesus Enrique Batista Sanchez, Esq.
THE BATISTA LAW GROUP, PSC
E-mail: jeb@batistasanchez.com
In re Scott Joseph Brei
Bankr. N.D. Tex. Case No. 18-31920
Chapter 11 Petition filed June 5, 2018
Filed Pro Se
In re MACJ Property Holdings LLC
Bankr. N.D. Tex. Case No. 18-42243
Chapter 11 Petition filed June 5, 2018
represented by: Stephen Michael Stasio, Esq.
STASIO & STASIO
E-mail: steve.stasio@stasiolawfirm.com
In re West G 410, Inc.
Bankr. C.D. Cal. Case No. 18-12054
Chapter 11 Petition filed June 6, 2018
See http://bankrupt.com/misc/cacb18-12054.pdf
represented by: Lionel E Giron, Esq.
LAW OFFICES OF LIONEL E GIRON
E-mail: notices@lglawoffice.com
In re Steven Patrick Kent and Christina Marie O'Connell-Kent
Bankr. N.D. Ill. Case No. 18-16249
Chapter 11 Petition filed June 6, 2018
represented by: Joel A. Schechter, Esq.
LAW OFFICES OF JOEL SCHECHTER
E-mail: joelschechter@covad.net
In re Jean Macmillan-Hicksm and Mark J. MacMillan
Bankr. D. Mass. Case No. 18-12142
Chapter 11 Petition filed June 6, 2018
represented by: Matthew T. Desrochers, Esq.
THE LAW OFFICES OF MATTHEW T. DESROCHERS
E-mail: matthewtdesrochers@gmail.com
In re Beverly Wong
Bankr. D. Md. Case No. 18-17666
Chapter 11 Petition filed June 6, 2018
represented by: Steven L. Goldberg, Esq.
MCNAMEE HOSEA ET AL.
E-mail: sgoldberg@mhlawyers.com
In re Akinwunmi O. Fowora
Bankr. D.N.J. Case No. 18-21482
Chapter 11 Petition filed June 6, 2018
represented by: Ronaldo C. George, Esq.
E-mail: rgeorgesq@rcglaw.com
In re Raymond L. Willms
Bankr. D.N.J. Case No. 18-21502
Chapter 11 Petition filed June 6, 2018
represented by: John W. Sywilok, Esq.
JOHN W. SYWILOK LLC
E-mail: sywilokattorney@sywilok.com
In re North Brooklyn Real Estate Initiative, Corp
Bankr. E.D.N.Y. Case No. 18-43325
Chapter 11 Petition filed June 6, 2018
See http://bankrupt.com/misc/nyeb18-43325.pdf
Filed Pro Se
In re 82 World Enterprises LLC
Bankr. S.D.N.Y. Case No. 18-22874
Chapter 11 Petition filed June 6, 2018
See http://bankrupt.com/misc/nysb18-22874.pdf
represented by: Gerald Slotnik, Esq.
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
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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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*** End of Transmission ***