/raid1/www/Hosts/bankrupt/TCR_Public/180626.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Tuesday, June 26, 2018, Vol. 22, No. 176
Headlines
203 LENA: Principal's $20K Contribution to Fund Proposed Plan
3600 ASHE: Wants to Obtain $150,000 Loan, Use Cash Collateral
3601 CROSSROADS: Delays Plan Until Resolution of Secured Claim #5
4720 E BURNING: No Distribution for Unsecured Creditors Under Plan
564 ST. JOHNS: JLL to Hold Auction for Properties on July 31
7215 N OAKLEY: Unsecureds to Recover 15% of Allowed Claim
A'GACI LLC: July 26 Plan Confirmation Hearing
ALPHATEC HOLDINGS: Mortimer Berkowitz Has 3% Stake as of June 15
AMERICAN APPAREL: Files Chapter 11 Joint Plan of Liquidation
AMYRIS INC: May Issue 9 Million Additional Shares Under 2010 EIP
APPVION INC: Resolves Comments from DOJ Watchdog, PBGC, et al.
ARALEZ PHARMACEUTICALS: Deerfield Mgmt Has 4.9% Stake
BADLANDS ENERGY: Court Approves Amended Disclosure Statement
BELLA MENTE: Moody's Assigns Initial Ba1 Rating, Outlook Stable
BLACKFOOT CONSTRUCTION: July 23 Plan Confirmation Hearing
BON-TON STORES: Hilco Streambank Accepting Bids for IP Assets
BOSS REAL ESTATE: Latest Plan to Pay IRS, Ariz. Revenue in Full
CAFFE ETTORE: U.S. Trustee Forms 3-Member Committee
CENTRAL CARDIOVASCULAR: To Destroy Unclaimed Medical Records
CHAPARRAL ENERGY: Moody's Assigns B3 CFR & Caa1 Sr. Notes Rating
CHINA COMMERCIAL: Signs Deal to Dispose of Subsidiary for $500,000
CLAYTON GENERAL: Plan Outline Okayed, Plan Hearing on July 24
CLEAN HARBORS: Moody's Lowers Secured Term Loan B to Ba1
COMMUNITY HEALTH: Issues $3.1 Billion of 2023 & 2024 Notes
COUNTRY CLUB AT THE PARK: Aug. 2 Disclosure Statement Hearing
DENT DEPOT: Aug. 1 Plan Confirmation Hearing
DOMINICA LLC: ECNL's First Mortgage Claim Increased to $490K
DORADO COMMUNITY: Court Confirms Amended Reorganization Plan
ENDURO RESOURCE: Income Tax Consequences Added in Joint Plan
FARWEST PUMP: Aug. 2 Plan Confirmation Hearing
FARWEST PUMP: Liquidation of Estate Property to Fund Committee Plan
FILBIN LAND: Seeks 120-Day Exclusive Periods Extension
FULCRUM EXPLORATION: Voluntary Chapter 11 Case Summary
GARCES RESTAURANT: Seeks Access to Amex Bank Cash Collateral
GARRETT PROPERTIES: HNB Files Protective Objection to Plan Outline
GMD SERVICES: Has Authorization to Use Cash Collateral
GOLF CARS: Plan Outline Okayed, Plan Hearing on Aug. 1
H & S BUSINESS: Taps Joyce W. Lindauer as Legal Counsel
H MELTON VENTURES: Agreed 2nd Interim Cash Collateral Order Entered
HHH CHOICES: Subordinated Claimants Added in New Liquidation Plan
HORNBECK OFFSHORE: Moody's Affirms 'Caa3' CFR & Sr. Unsec. Rating
HUSA INC: Plan Confirmation Deadline Moved to August 31
IF STUDIOS: U.S. Trustee Unable to Appoint Committee
IL VALENTINO: Unsecured Creditors to be Paid 5% in Latest Plan
INDUSTRIAL STRENGTH: Must File Plan, Disclosures Before July 31
INPIXON: Chief Sales Officer Quits
JET SERVICES: TJ Aviation to be Paid $206K in Latest Plan
KADMON HOLDINGS: Perceptive Life Has 16.7% Stake as of June 12
KARIA Y WM: Full Payment for Unsecured Creditors with No Interest
KOMODO CLOUD: Case Summary & 15 Unsecured Creditors
LUCKY DRAGON: Proposed Plan Not Feasible, SSC Complains
MARIE'S FAMILY: New Plan Increases IRS Monthly Payment to $77.12
MARKPOL DISTRIBUTORS: Needs Time to Explore Joint Reorganization
MISSIONARY ASSEMBLY: Allowed to Use Cash Collateral Until Aug. 14
MUD CONTROL: Treatment of TSC's Secured Claim Modified in New Plan
NEW MACH GEN: U.S. Trustee Unable to Appoint Committee
NICHOLS BROTHERS: U.S. Trustee Forms 2-Member Committee
NORTHERN OIL: Files Resale Prospectus of Notes and Common Stock
NORTHERN OIL: Has Resale Prospectus of 24.5M Common Shares
NORTHERN OIL: Will Sell $500 Million Worth of Securities
ONCOBIOLOGICS INC: Appoints New Executive Chair and Interim CEO
ONCOBIOLOGICS INC: GMS Tenshi Has 77.5% Stake as of June 25
ONCOBIOLOGICS INC: Largest Investor Converts Preferred Stock
OPC MARKETING: Court Confirms Amended Chapter 11 Plan
PHI INC: Fitch Assigns 'B-(EXP)' Issuer Default Rating
PHI INC: S&P Rates New $500MM Senior Secured Notes 'B'
R & B SERVICES: Voluntary Chapter 11 Case Summary
RADICAND INC: July 19 Plan Confirmation Hearing
RENAISSANCE PARTNERS: July 31 Hearing on Plan and Disclosures
RENT-A-CENTER INC.: Moody's Puts B2 CFR on Review for Downgrade
ROCKDALE HOSPITALITY: Unsecureds to Get $1K Per Month Over 60 Mos
ROCKY PINE: Judge Denies Continued Cash Collateral Use as Moot
RSF 17872: Latest Plan to Pay Unsecureds in Full Plus Interest
SAMRAJ LLC: Queens Property Up for Auction July 13
SHARING ECONOMY: Signs Deal to Buy Future Ocean for HK$96 Million
SOUTH COAST: Amends Treatment of Briar Capital Secured Claim
SPA 810: U.S. Trustee Forms 5-Member Committee
STARS GROUP: Fitch Assigns 'B+' IDR & Rates Secured Debt 'BB'
STERNSCHNUPPE LLC: Plan Confirmation Hearing Set for July 18
STREET BREADS: Files Immaterial Modifications to Plan Outline
SUPERCANAL SA: Seeks US Recognition of Argentine Restructuring
TERRAFORM POWER: Moody's Hikes CFR to Ba3 & Sr. Notes Rating to B1
TOPS HOLDING II: Exclusive Filing Period Extended Through Oct. 22
TRAILER VAN: Plan, Disclosure Statement Hearing Set for Aug. 22
TRAVELERS OF AMERICA: Unsecured Creditors Guaranteed 6.21% Dividend
TUCSON ONE: Aug. 1 Plan Confirmation Hearing
TWIN MILLS: Viking Forest to Receive Payment in Form of Goods
UNITI GROUP: Moody's Hikes CFR to Caa1, Outlook Negative
US FINANCIAL: U.S. Trustee Unable to Appoint Committee
VEGA ALTA: Court OK's Amended Plan Outline; Confirms Amended Plan
WINDSTREAM SERVICES: Fitch Keeps 'B' IDR on Watch Negative
WINDSTREAM SERVICES: Moody's Cuts CFR to Caa1, Outlook Negative
WK MANAGEMENT: 1st Amended Disclosure Statement Filed
[*] Beard Group 25th Annual Distressed Investing Conference Nov. 26
[*] Donat Joins AlixPartners' Turnaround & Restructuring Practice
[] Crawford & Co Announces Deal to Sell Garden City Group to Epiq
[^] Large Companies with Insolvent Balance Sheet
*********
203 LENA: Principal's $20K Contribution to Fund Proposed Plan
-------------------------------------------------------------
203 Lena Inc. filed with the U.S. Bankruptcy Court for the Southern
District of New York a small business disclosure statement to
accompany its chapter 11 plan of reorganization.
203 Lena, Inc. is a New York corporation engaged in the business of
operating a Mediterranean cuisine restaurant located at 416 West
203rd Street, New York, New York 10034.
General unsecured creditors are classified in Class 3 and will
receive a distribution of approximately 2.2% of their allowed
claims to be distributed on the effective date of the Plan.
Payments and distributions under the Plan will be funded by a
$20,000 contribution by the Debtor's principal Dario Oleaga to be
paid from his personal funds. The plan contribution will be
deposited in escrow with Debtor's counsel Morrison Tenenbaum PLLC
prior to the confirmation hearing. MT Law will be the disbursing
agent under the Plan.
A copy of the Disclosure Statement is available for free at:
http://bankrupt.com/misc/nysb17-23274-19.pdf
About 203 Lena Inc.
203 Lena Inc., doing business as COCINA TALLER, sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No.
17-23274) on August 16, 2017. Darlo Oleaga, its secretary, signed
the petition.
The Debtor operates a restaurant at 416 West 203 Street, NY 10034.
At the time of the filing, the Debtor disclosed that it had
estimated assets of less than $50,000 and liabilities of less than
$500,000.
Judge Robert D. Drain presides over the case.
3600 ASHE: Wants to Obtain $150,000 Loan, Use Cash Collateral
-------------------------------------------------------------
3600 Ashe, LLC, seeks authorization from the U.S. Bankruptcy Court
for the Central District of California to (1) obtain a secured term
loan in the principal amount of $150,000 from Investors Capital
Corporation, and (2) use the proceeds of the DIP Loan and the cash
collateral through, and including, October 27, 2018
A hearing on the Cash Collateral Motion will take place on July 2,
2018, at 2:00 p.m.
The Debtor proposes to use cash collateral belonging to Prepetition
Lenders, who purport to have security interests against or liens in
the rents generated from the condominium complex located at 3600
Ashe Road, Bakersfield, California 93309 in order to pay any and
all ordinary and necessary operating and administrative expenses of
the Debtor, as well as certain non-ordinary expenses relating to
repairs and renovations of the Debtor Units, pursuant to and in
accordance with the Proposed Order and the proposed 17-week budget
with a 15% variance.
As security for the obligations of the Debtor under the DIP Loan
Documents, Investors Capital is granted valid, binding,
enforceable, unavoidable, and fully perfected security interests
and liens against, in, and upon the 19 condominium units owned by
the Debtor, and the proceeds, products, offspring, rents, and
profits thereof, and the DIP Liens will be immediately junior in
priority to any and all liens against, in, or upon the collateral
existing as of the Petition Date, including those security
interests and liens held by the Prepetition Lenders. In addition to
the DIP Liens, Investors Capital will be granted, for all DIP
Obligations, an allowed administrative expense claim against the
Debtor's estate pursuant to Section 364(b) of the Bankruptcy Code.
Each Prepetition Lender is granted replacement security interests
and liens, (1) to the same extent, validity, and priority as such
Prepetition Lender's respective prepetition liens, (2) to the
extent of any Diminution in Value, and (3) to the extent of the
Debtor's use of such Prepetition Lender's respective cash
collateral, against, in, or upon all property and assets of the
Debtor and all proceeds, products, offspring, rents, and profits
thereof, including any after-acquired property of any nature
whatsoever.
The following Prepetition Lenders are provided with the following
adequate protection payments:
(1) V.I.P. Trust Deed Company, as servicing agent for the
various individuals and entities listed on the Prepetition Lenders
Schedule, will receive a monthly payment in the amount of $475 on
account of each of the 15 first-priority liens encumbering a
single, separate Debtor Unit;
(2) CoreVest American Finance, as servicing agent for CAF
Bridge Lending, LLC, will receive a monthly payment in the amount
of $1,100 on account of each of the four first-priority liens
encumbering a single, separate Debtor Unit; and
(3) Interstate 2010-1 Fund LLC will receive a monthly payment
in the amount of $500 on account of each of the three
second-priority, cross-collateralized liens encumbering separate
sets of the Debtor Units.
The Adequate Protection Payments will be due on the following
dates: (1) July 7, 2018, (2) August 1, 2018, (3) September 1, 2018,
and (4) October 1, 2018.
About 3600 Ashe, LLC
3600 Ashe, LLC, based in Glendale, CA, filed a Chapter 11 petition
(Bankr. C.D. Cal. Case No. 17-25614) on Dec. 26, 2017. In the
petition signed by Stephen Hall, managing member, the Debtor
estimated $1 million to $10 million in both assets and liabilities.
The Hon. Deborah J. Saltzman presides over the case. Dean G.
Rallis Jr., Esq., at Anglin Flewelling Rasmussen Campbell & Trytten
LLP, serves as bankruptcy counsel to the Debtor.
3601 CROSSROADS: Delays Plan Until Resolution of Secured Claim #5
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3601 Crossroads, LLC, requests the U.S. Bankruptcy Court for the
Northern District of Illinois to extend (a) the exclusivity period
in which to file its Plan and Disclosure Statement from July 5,
2018 to November 2, 2018; and (2) the date for the Debtor to
solicit acceptance of the Plan from September 3, 2018 to January 1,
2019.
A hearing will be held on June 27, 2018 at 10:30 a.m. during which
the Court will consider extending the Debtor's exclusive periods.
The Debtor submits that cause exists to extend the exclusivity
period. On April 27, 2018, Rialto Capital Advisors, LLC, Special
Servicer and Attorney-in-Fact on behalf of Wells Fargo Bank (the
Debtor's largest creditor) filed a Proof of Claim as Claim # 5,
asserting defaults. Claim #5 asserts "the Debtor is liable to and
owes Lender accrued and unpaid principal, interest, costs and fees,
in the aggregate amount of no less than $8,114,807.38."
The Debtor denies any defaults occurred under the Loan Documents
which form the basis of Claim #5. The Debtor asserts that although
it has timely paid all monthly mortgage obligations to its Lender,
the Bank's Master Servicer (Wells Fargo Bank, N.A.) delivered a
Notice of Sweep Event on July 22, 2016 and seized control of
Debtor's depository, reserve and excess cash accounts.
In this Notice, the Master Servicer claimed that a Sweep Event had
occurred because the Debt Service Coverage Ratio (DSCR) at the
Property -- a real estate located at 3601 Algonquin Road, Rolling
Meadows, Illinois where the Debtor manages as Landlord to
approximately 49 tenants -- had fallen below the level of 1.1 to
1.0. The Debtor has always denied that the DSCR ever fell below the
level of 1.1 to 1.0 to warrant the declaration of a Sweep Event in
2016.
The Debtor has repeatedly provided the Bank with calculations and
supporting financial reports showing that the DSCR well exceeded
the level of 1.2 to 1.0 through all of 2017 to warrant termination
of the Sweep Event. But the Bank has persistently rejected Debtor's
calculations of the DSCR for well over a year -- all the while
refusing to provide Debtor with proper explanations of the Bank's
adjustments to the DSCR.
Thus, in order to resolve Claim #5, the Debtor sought and obtained
leave to conduct Rule 2004 discovery on the Master Servicer and
Special Servicer. Similarly, Rialto filed a Motion for Order
Directing Debtor's Examination and Production of Documents Pursuant
to Bankruptcy Rule 2004, which was granted on May 15, 2018. The
Debtor tells the Court that both parties are currently engaged in
significant discovery activities requiring substantial document
review. The parties also plan on conducting 2004 depositions of
various individuals.
The Debtor believes that the extension is necessary because it is
not possible to formulate any Plan of Reorganization until Claim #5
-- a secured claim accounting for 99.1% of the dollar value of all
claims filed -- is resolved. Accordingly, any delay caused by this
requested extension cannot prejudice the body of creditors because
unless and until this secured claim is disallowed these same
creditors would receive nothing or a de minimus distribution on
account of their claims.
Additionally, the Debtor asserts that no prejudice will result from
the extension of the exclusive periods because the Debtor continues
to operate the Property profitably and to make timely monthly
mortgage payments to its Lender (even though Debtor has not yet
received the release of $40,230.04 of Debtor's funds which were
agreed to over a month ago).
About 3601 Crossroads
3601 Crossroads, LLC is a real estate lessor that owns in fee
simple a property located at 3601 Algonquin Rd., Rolling Meadows,
Illinois, having an assessed value of $5.45 million. The Company
posted gross revenue of $2.51 million in 2017 and gross revenue of
$2.11 million in 2016.
The Debtor filed for Chapter 11 protection (Bankr. N.D. Ill. Case
No. 18-06600) on March 7, 2018. In its petition signed by Thomas
L. Kolschowsky, senior vice president/corporate counsel, the Debtor
disclosed total assets of $5.47 million and liabilities totaling
$7.98 million.
The Hon. Timothy A. Barnes is the case judge.
John A. Lipinsky, Esq., of Clingen Callow & Mclean, LLC, serves as
the Debtor's counsel.
4720 E BURNING: No Distribution for Unsecured Creditors Under Plan
------------------------------------------------------------------
4720 E Burning Tree LLC filed with the U.S. Bankruptcy Court for
the District of Arizona a disclosure statement for its plan of
reorganization dated June 12, 2018.
The Debtor's principal asset is real property located at 4720 E.
Burning Tree Place, Tucson, Arizona 85718. The Property is a
condominium of approximately 1,922 sq. ft. built in 1973. The
Property is in need of some deferred maintenance, however, it is
currently able to be rented and generate rental income. The Debtor
seeks to rent the Property as a single-family residence.
Class 3 consists of all general unsecured claims. Holders of
allowed Class 3 claims will not be paid a distribution under the
Plan.
Payments and distributions under the Plan will be funded by the
Equity Contribution of the Class 4 Equity Security Holders in the
amount of $6,000 and Net income from leasing the Property.
A full-text copy of the Disclosure Statement dated June 12, 2018 is
available at:
http://bankrupt.com/misc/azb4-17-12722-44.pdf
About 4720 E Burning Tree LLC
4720 E Burning Tree LLC, filed a Chapter 11 bankruptcy petition
(Bankr. D. Ariz. Case No. 17-12722) on October 25, 2017, disclosing
under $1 million in both assets and liabilities. The Debtor is
represented by Bryan W. Goodman, Esq., at Goodman & Goodman, PLC.
564 ST. JOHNS: JLL to Hold Auction for Properties on July 31
------------------------------------------------------------
Jones Lang LaSalle, on behalf of BSPRT St. Johns Holdco LLC
("secured party"), the assignee of Benefit Street Partners Realty
Operating Partnership LP ("original secured party"), offers for
sale at public auction on July 31, 2018, at 3:00 p.m. (New York
Time) in the offices of Stroock & Stroock & Lavan LLP, 767 3rd
Avenue, #37th Floor, New York, New York, in connection with a
Uniform Commercial Code sale:
a) 99.5% of the limited liability company membership interests in
564 St. Johns Acquisition LLC ("senior borrower"), which is the
sole owner of the property knowns as "The Olmstead Luxury
Residences" and also known as "The Frederick" located at 564 St.
Johns Place, Brooklyn, New York 11238 ("property"), together with
certain rights and property relating thereto, including, without
limitation, all distributions and proceeds now or thereafter
becoming due and payable to Mezzanine Borrower by Senior Borrower;
and
b) 100% of the limited liability company membership interests in
564 St. Johns Borrower DE LLC ("managing member"), which is the
sole managing member of Senior Borrower and owner of 0.5% of the
limited liability company membership interests in Senior Borrower,
together with certain rights and property relating thereto,
including, without limitation, all distributions and proceeds now
or thereafter becoming due and payable to Mezzanine Borrower by
Managing Member.
The limited liability company membership interests owned by
Mezzanine Borrower and Managing Member collectively represent 100%
of the indirect ownership interest in the property. The interests
are owned by 564 St. Johns Mezz DE LLC, having its principal place
of business at 1274 49th Street, Suite 184, Brooklyn, New York
11219.
The original secured party, as lender, made loan to the Mezzanine
Borrower. In connection with the Mezzanine Loan, the Mezzanine
Borrower granted to the Original Secured Party a first priority
lien on the interests pursuant to that certain pledge and security
agreement dated Oct. 19, 2017, by Mezzanine Borrower in favor of
the secure party.
All bids must be for cash and the successful bidder must be
prepared to deliver immediately available good funds with 3 New
York days after the sale and otherwise comply with the bidding
requirements. Further information concerning the interests, the
requirements for obtaining information and bidding on the interests
and terms of the sale can be accessed at
http://www.564stjohnsplaceUCCforeclosure.com.
Jones Lang LaSalle can be reached at:
Brett Rosenberg
Vice President
Jones Lang LaSalle
330 Madison Avenue, 4th Floor
New York, NY 10017
Tel: +1 212 812 5926
Email: brett.rosenberg@am.jll.com
7215 N OAKLEY: Unsecureds to Recover 15% of Allowed Claim
---------------------------------------------------------
7215 N Oakley, LLC filed with the U.S. Bankruptcy Court for the
Northern District of Illinois a disclosure statement for its plan
of reorganization dated June 11, 2018.
The Plan contemplates the transfer of all of the Debtor's assets to
the Reorganized Debtor for the implementation of the Plan, the
treatment of Creditors under the Plan, and the reorganization and
continuation of the Debtor's business by the Reorganized Debtor.
The equity of the Reorganized Debtor shall be vested in NS New
Equity, LLC, or such other entity that submits a higher bid at an
auction of the New Equity pursuant to the procedures set forth in
the Plan.
MRR 7215 holds a secured Claim for $1.9 million and a deficiency
claim of $634,603.04. If MRR 7215 does not make a Section 1111(b)
Election, MRR 7215 will receive $1,900,000 within 60 days of the
Effective Date. If MRR 7215 does make the Section 1111(b) Election,
MRR 7215 shall receive (i) $200,000, funded with the proceeds of
the New Equity Contribution within 10 days of the Effective Date;
(ii) MRR 7215 shall also receive a note in the amount of its
Allowed Claim, less the New Value Pay-Down Amount, which will be
paid by the Debtor as follows: (i) $10,000 a month for ninety-six
(96) months following the Effective Date, (ii) quarterly payments
of Net Cash Flow, and (iii) a balloon payment on the last day of
the 96th month following the Effective Date in an amount as is
necessary to ensure that the Section 1111(b) Payments and the New
Value Amount equal MRR 7215's Allowed Claim and satisfy the
requirements under 11 U.S.C. § 1129(b)(2)(A)(i)(II).
There is approximately $215,000 in General Unsecured Claims. Each
Holder of such claim will receive three distributions on the first,
second, and third anniversaries of the Initial Distribution Date,
or such earlier date as the Reorganized Debtor determines in its
sole discretion, equaling in the aggregate 15% of its Allowed Class
2 Claim.
The Plan will be funded by and through (i)the New Equity
Contribution by NS New Equity, LLC, the proposed acquirer of the
New Equity of the Reorganized Debtor (i.e., at least $300,000), or
any higher and better offer obtained pursuant to the auction
procedures set forth in the Plan, ii) the Reorganized Debtor's
future cash flow generated by its ongoing business operations,
(iii) in the event that MRR 7215 does not make a section 1111(b)
election, the refinance of the MRR 7215 Secured Claim and eight
years if MRR 7215 makes a section 1111(b) election.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/ilnb18-07309-33.pdf
About 7215 N Oakley
7215 N Oakley LLC is an Illinois limited liability corporation with
its principal offices located at 30 Coventry Road, Northfield,
Illinois 60093. The Debtor listed its business as Single Asset
Real Estate (as defined in 11 U.S.C. Section 101(51B)).
7215 N Oakley, LLC, filed a Chapter 11 petition (Bankr. N.D. Ill.
Case No. 18-07309) on March 14, 2018. In the petition signed by
Nick Stein, manager, the Debtor estimated assets and liabilities of
at least $10 million. The case is assigned to Judge Deborah L.
Thorne. Robert W Glantz, Esq., at Shaw Fishman Glantz & Towbin
LLC, is the Debtor's counsel.
A'GACI LLC: July 26 Plan Confirmation Hearing
---------------------------------------------
Judge Ronald B. King of the U.S. Bankruptcy Court for the Western
District of Texas issued an order approving the first amended
disclosure statement explaining the plan of reorganization filed by
A'Gaci, LLC.
The Court has considered the A'Gaci LLC's motion for an entry of an
order approving the disclosure statement and finds that it is the
proper and adequate notice of motion.
July 16, 2018 at 4:00 P.M. is the last day for filing and serving
objections to confirmation of the Plan, and July 26, 2018 at 2:00
P.M. is the confirmation hearing of the plan.
Class 6 under the plan consists of the general unsecured claims.
Each holder of an Allowed Class 6 Claim will receive (i) its Pro
Rata share of the Class 6 Note and (ii) its Pro Rata share of the
cash proceeds, if any, from the Contingent Payment Agreement.
The Class 6 Note will be an interest-free, unsecured note payable
to the holders of Allowed Class 6 Claims on a pro rata basis in the
amount of $4 million over a repayment period of up to 10 years. The
Class 6 Note will be held by the Reorganized Debtor on behalf of
holders of Allowed Class 6 Claims.
In addition, solely in the event of a Change of Control of the
Reorganized Debtor, holders of Allowed Class 6 Claims may be
entitled to receive their Pro Rata share of the cash proceeds of
the Contingent Payment Agreement. In summary, if a Change of
Control occurs and the total proceeds of that transaction are in
excess of a $12.5 million total enterprise value, then Allowed
Class 6 Claims will be entitled to a Pro Rata cash payment of 35%
of the proceeds in excess over the $12.5 million total enterprise
value. The Contingent Payment Agreement does not contemplate the
transfer of any equity in the Reorganized Debtor to holders of
Allowed Class 6 Claims.
Based on a projected recovery of $4 million from the Class 6 Note,
the Debtor's estimated recovery for Allowed Class 6 claims is
approximately 20.9% ($4 million/$19.1 million) to 22.1% ($4
million/$18.1 million).
Distributions under the Plan will be made with: (1) Cash on hand,
including Cash from operations; (2) the proceeds from the purchase
of the New Membership Interests; (3) the New Credit Facility; and
(4) the Class 6 Note, as applicable.
A full-text copy of the First Amended Disclosure Statement dated
June 5, 2018 is available at:
http://bankrupt.com/misc/txwb18-50049-377.pdf
A full-text copy of the original Disclosure Statement is available
at:
http://bankrupt.com/misc/txwb18-50049-336.pdf
About A'GACI, L.L.C.
Founded in San Antonio, Texas, A'GACI, L.L.C. --
http://www.agacistore.com/-- is a fast-fashion retailer of women's
apparel and accessories. A'GACI attracts young, fashion-driven
consumers through its value-pricing and frequent introductions of
new and trendy merchandise. It operates specialty apparel and
footwear stores under the A'GACI banner as well as a
direct-to-consumer business comprised of its e-commerce Web site
http://www.agacistore.com/Stores feature an assortment of tops,
dresses, bottoms, jewelry, and accessories sold primarily under the
Company's exclusive A'GACI label. In addition, the Company sells
shoes under its sister brand labels of O'Shoes and Boutique Five.
A'GACI, L.L.C., filed a Chapter 11 petition (Bankr. W.D. Tex. Case
No. 18-50049) on Jan. 9, 2018. In the petition signed by manager
David Won, the Debtor disclosed $82 million in total assets and $62
million in total liabilities as of Nov. 25, 2017. The company
listed $37.3 million in assets and $54.7 million in liabilities in
a February 2018 court filing, according to a San Antonio
Express-News report.
The case is assigned to Judge Ronald B. King.
Haynes and Boone, LLP, serves as the Debtor's bankruptcy counsel;
Berkeley Research Group, LLC is the financial advisor; and SSG
Advisors, LLC, is the investment banker. Kurtzman Carson
Consultants LLC, is the claims, noticing and balloting agent.
No trustee, examiner or official committee of unsecured creditors
has been appointed in the case.
ALPHATEC HOLDINGS: Mortimer Berkowitz Has 3% Stake as of June 15
----------------------------------------------------------------
In a Schedule 13D/A filed with the Securities and Exchange
Commission, these entities reported beneficial ownership of shares
of common stock of Alphatec Holdings, Inc. as of June 15, 2018:
Shares Percentage
Beneficially of
Reporting Persons Owned Shares
----------------- ------------ ----------
HealthpointCapital Partners, L.P. 0 0%
HGP, LLC 0 0%
HealthpointCapital Partners II, L.P. 0 0%
HGP II, LLC 0 0%
Mortimer Berkowitz III 1,281,980 3%
John H. Foster 107,832 .3%
The percentage ownership was calculated based on 42,382,122 shares
of common stock of the Issuer outstanding as of June 15, 2018.
Mr. Berkowitz is a managing member of HGP, LLC, which is the
general partner of HealthpointCapital Partners, L.P., and a
managing member of HGP II, LLC, which is the general partner of
HealthpointCapital Partners II, L.P. Mr. Berkowitz is also the
managing member of Porcupine Investment Partners, LLC. In
addition, Mr. Berkowitz is a member of the board of directors of
Alphatec.
Mr. Foster is a managing member of HGP, LLC, which is the general
partner of HealthpointCapital Partners, L.P., and a managing member
of HGP II, LLC, which is the general partner of HealthpointCapital
Partners II, L.P. Mr. Foster was a member of the board of
directors of Alphatec until March 2016.
On June 15, 2018, HealthpointCapital Partners, L.P. made an in-kind
pro rata distribution of its 906,431 shares of Common Stock for no
consideration to its limited partners, and since then
HealthpointCapital Partners, L.P. has held no securities of the
Issuer. As limited partners of HealthpointCapital Partners, L.P.,
Mr. Berkowitz received 2,807 shares of Common Stock and the John
Foster Foundation and Foster Family L.P. received an aggregate of
28,074 shares of Common Stock in such distribution.
On June 15, 2018, HealthpointCapital Partners II, L.P. made an
in-kind pro rata distribution of its 1,742,546 shares of Common
Stock for no consideration to its limited partners, and since then
HealthpointCapital Partners II, L.P. has held no securities of the
Issuer. As limited partners of HealthpointCapital Partners II,
L.P., Mortimer Berkowitz III received 8,396 shares of Common Stock
and the John Foster Foundation and Foster Family L.P. received an
aggregate of 79,758 shares of Common Stock in that distribution.
A full-text copy of the regulatory filing is available at:
https://is.gd/AuStTl
About Alphatec Holdings
Carlsbad, California-based Alphatec Holdings, Inc., through its
wholly owned subsidiary Alphatec Spine, Inc. --
http://www.atecspine.com/-- is a medical device company that
designs, develops, and markets spinal fusion technology products
and solutions for the treatment of spinal disorders associated with
disease and degeneration, congenital deformities, and trauma. The
Company's mission is to improve lives by providing innovative spine
surgery solutions through the relentless pursuit of superior
outcomes.
Alphatec incurred a net loss of $2.29 million in 2017 following a
net loss of $29.92 million in 2016. As of March 31, 2018, Alphatec
Holdings had $143.33 million in total assets, $34.49 million in
total current liabilities, $53.66 million in total long-term
liabilities, $23.60 million in redeemable preferred stock and
$31.57 million in stockholders' equity.
"We have incurred significant net losses since inception and relied
on our ability to fund our operations through revenues from the
sale of our products, debt financings and equity financings,
including our private placement in March 2018 ("2018 Private
Placement"). As we have incurred losses, a successful transition
to profitability is dependent upon achieving a level of revenues
adequate to support our cost structure. This may not occur and,
unless and until it does, we will continue to need to raise
additional capital. At March 31, 2018, our principal sources of
liquidity consisted of cash of $47.6 million and accounts
receivable (net) of $12.0 million. We believe that our current
available cash, combined with proceeds from the March 2018 Private
Placement and draws on our revolving credit facility, will be
sufficient to fund our planned expenditures and meet our
obligations for at least 12 months following our financial
statement issuance date," the Company stated in its Quarterly
Report for the period ended March 31, 2018.
AMERICAN APPAREL: Files Chapter 11 Joint Plan of Liquidation
------------------------------------------------------------
A hearing on the approval of the Disclosure Statement explaining
APP Winddown, LLC, et al.'s Plan of Liquidation is scheduled for
July 17, 2018 at 10:00 AM. Objections are due by July 10, 2018.
APP Winddown, LLC (f/k/a American Apparel, LLC) and affiliates
filed with the U.S. Bankruptcy Court for the District of Delaware a
disclosure statement for its joint plan of liquidation dated June
12, 2018.
The Plan contemplates the further liquidation of the Debtors'
assets, the dissolution of the Debtors, distributions to creditors,
the rejection of substantially all of the Debtors' remaining
Executory Contracts and Unexpired Leases, and the release and
exculpation of certain parties to by the Debtors and, to the
maximum extent permitted by law, Holders of Claims and Interests.
Under the Plan, the Debtors' remaining assets, predominately causes
of action, interests in foreign subsidiaries, and recoveries of
collateral, will be liquidated for the benefit of Holders of Claims
in Class 3 (Prepetition Term Loan Secured Claims). In addition, the
Plan contemplates that all of the Debtors other than APP and APP
Shipping Winddown, Inc. will be deemed dissolved on or promptly
after the Effective Date of the Plan. APP and Shipping will
subsequently dissolve once the Post-Confirmation Debtor Functions
have been completed or otherwise satisfied. The Plan also provides
for the resolution of claims against the Debtors' estates, either
by the Post-Confirmation Debtors (with respect to all claims except
General Unsecured Claims and the Unbudgeted, Non-Ordinary Course
Administrative Claims), and by the Creditors' Fund Trustee (with
respect to General Unsecured Claims and Unbudgeted, Non-Ordinary
Course Administrative Claims). The Plan also provides for
distributions to be made to Holders of Allowed Claims.
Class 4A-4F consists of the general unsecured claims. Each Holder
of an Allowed General Unsecured Claim will receive its Pro Rata
Share of the Net Class 4 Distributable Creditors' Fund Cash, up to
the Allowed amount of said Holder’s General Unsecured Claim;
provided, however, that members of the Committee of Lead Lenders
that are Holders of Prepetition Term Loan Deficiency Claims will
not receive a distribution on account of such Prepetition Term Loan
Deficiency Claims, and any such Prepetition Term Loan Deficiency
Claims held by members of the Committee of Lead Lenders will not
count as General Unsecured Claims for distribution purposes.
Estimated recovery for this class is 0-2%.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/deb16-12551-1747.pdf
About American Apparel
American Apparel Inc. was one of the largest apparel manufacturers
in North America, employing 4,700 employees across 3 active
manufacturing facilities, one distribution facility and
approximately 110 retail stores in the United States.
American Apparel and its affiliates filed for Chapter 11 protection
in October 2015, confirmed a fully consensual plan of
reorganization in January 2016, and substantially consummated that
plan on Feb. 5, 2016. Unfortunately, the business turnaround plan
upon which the Debtors' plan of reorganization was premised
failed.
American Apparel LLC, n/k/a APP Windown, LLC, along with five of
its affiliates, again sought bankruptcy protection (Bankr. D. Del.
Lead Case No. 16-12551) on Nov. 14, 2016, with a deal to sell the
assets. The petitions were signed by Bennett L. Nussbaum, chief
financial officer.
As of the bankruptcy filing, the Debtors estimated assets and
liabilities in the range of $100 million to $500 million each. As
of the Petition Date, the Debtors had outstanding debt in the
aggregate principal amount of approximately $215 million under
their prepetition credit facility. Additionally, the Debtors have
guaranteed one of its United Kingdom subsidiaries' obligations
under a $15 million unsecured note due Oct. 15, 2020, according to
court document.
The Debtors have hired Laura Davis Jones, Esq. and James E.
O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP as counsel;
Erin N. Brady, Esq., Scott J. Greenberg, Esq., and Michael J.
Cohen, Esq., at Jones Day as co-counsel; Berkeley Research Group,
LLC, as financial advisors; Houlihan Lokey as investment banker;
and Prime Clerk LLC, as claims and noticing agent.
The Official Committee of Unsecured Creditors is represented by
lawyers at Bayard P.A. and Cooley LLP.
In early 2017, the Debtors succeeded in selling their intellectual
property and certain of their wholesale assets to Gildan Activewear
SRL for approximately $100 million. The Court approved the Sale on
Jan. 12, 2017, and the Sale closed on Feb. 8, 2017.
On Feb. 9, 2017, in accordance with the closing of the Sale and the
Sale Order, the Debtors filed appropriate documentation to change
their names as:
New Name Former Name
-------- -----------
APP Winddown, LLC American Apparel, LLC
APP USA Winddown, LLC American Apparel (USA), LLC
APP Retail Winddown, Inc. American Apparel Retail, Inc.
APP D&F Winddown, Inc. American Apparel Dyeing &
Finishing, Inc.
APP Knitting Winddown, LLC KCL Knitting, LLC
APP Shipping Winddown, Inc. Fresh Air Freight, Inc.
AMYRIS INC: May Issue 9 Million Additional Shares Under 2010 EIP
----------------------------------------------------------------
Amyris, Inc. has filed with the Securities and Exchange Commission
a Form S-8 registration statement to register 9,000,000 additional
shares of common stock available for issuance under the 2010 Equity
Incentive Plan. The Company's Board of Directors and stockholders
have each approved such increase in the number of shares available
for issuance under the 2010 EIP. A full-text copy of the
prospectus is available at: https://is.gd/BFcfhV
About Amyris
Amyris, Inc., Emeryville, California, is an industrial
biotechnology company that applies its technology platform to
engineer, manufacture and sell natural, sustainably sourced
products into the Health & Wellness, Clean Skincare, and Flavors &
Fragrances markets. The Company's proven technology platform
enables the Company to rapidly engineer microbes and use them as
catalysts to metabolize renewable, plant-sourced sugars into large
volume, high-value ingredients. The Company's biotechnology
platform and industrial fermentation process replace existing
complex and expensive manufacturing processes. The Company has
successfully used its technology to develop and produce five
distinct molecules at commercial volumes.
The report from the Company's independent accounting firm KPMG LLP,
the Company's auditor since 2017, on the consolidated financial
statements for the year ended Dec. 31, 2017, includes an
explanatory paragraph stating that the Company has suffered
recurring losses from operations and has current debt service
requirements that raise substantial doubt about its ability to
continue as a going concern.
Amyris incurred net losses of $72.32 million in 2017, $97.33
million in 2016 and $217.95 million in 2016. As of March 31, 2018,
Amyris had $118.2 million in total assets, $404.4 million in total
liabilities, $5 million in contingently redeemable common stock and
a total stockholders' deficit of $291.2 million.
APPVION INC: Resolves Comments from DOJ Watchdog, PBGC, et al.
--------------------------------------------------------------
Appvion, Inc., its affiliated debtors and the Official Committee of
Unsecured Creditors received informal comments from the Office of
the United States Trustee, the Pension Benefit Guaranty
Corporation, Domtar Paper Company, LLC/Domtar A.W. LLC, the
Securities and Exchange Commission, U.S. Bank National Association
and Wilmington Trust, National Association and negotiated various
changes as reflected in the Amended Joint Combined Disclosure
Statement and Chapter 11 Plans of Liquidation, a full-text copy of
which is available at:
http://bankrupt.com/misc/deb17-12082-827.pdf
The Amended Disclosure Statement provided that the Debtors and the
Purchaser entered into an amendment to the 363 Sale Agreement
extending the date by which the 363 Sale must be consummated to
June 18, 2018.
The Bankruptcy Court ordered an order scheduling the Plan
Confirmation Hearing for Aug. 14, at 11:00 a.m., prevailing Eastern
Time. Objections are due Aug. 2.
The Amended Disclosure Statement also provided that holders of
Class 6 Intercompany Claims and Class 7 Equity Interests, all of
whom are deemed to reject this Plan, will be granted an opportunity
to opt-out of the release provisions set forth in Section XII.E of
the Plan.
Under the Plan, Class 1 is DIP Facility Claims with 100%
anticipated recovery. Class 2 Other Secured Claims is also with
100% anticipated recovery.
The anticipated recovery of Class 3 which are second lien secured
note claims is pro rata share of the litigation, proceeds, plus pro
rata share of the remaining liquidating trust assets.
Class 4, other priority claims anticipated recovery is 100%. While
Class 5, general unsecured claims’ anticipated recovery is pro
rata share of the litigation proceeds, plus pro rata share of the
GUC Cash Pool, plus pro rata share of the remaining liquidating
Trust Assets.
The anticipated recover for Class 6 and Class 7 is with no
distribution.
In accordance with the terms of the 2L/Committee Settlement, the
Liquidating Trust shall be funded from (i) the Plan Contribution
Payment, (ii) the GUC Cash Pool, (iii) net recoveries resulting
from the prosecution of any and all Litigation Claims, (iv) the
proceeds of any Insurance Policies, and (v) any and all other
Assets belonging to the Debtors’ Estates.
About Appvion Inc.
Appvion, Inc. -- http://www.appvion.com/-- produces thermal,
carbonless, security, inkjet, digital specialty, and colored
papers. The Company is the largest manufacturer of direct thermal
paper in North America. Headquartered in Appleton, Wisconsin,
Appvion operates coating and converting plants there and in West
Carrollton, Ohio and a pulp and paper mill in Roaring Spring,
Pennsylvania. The Company employs approximately 1,400 people and
is 100% employee-owned.
Appvion, Inc., and five affiliated debtors each filed a voluntary
petition for relief under Chapter 11 of the Bankruptcy Code (Bankr.
D. Del. Lead Case No. 17-12082) on Oct. 1, 2017. The cases are
pending before the Honorable Kevin J. Carey.
Appvion Inc. disclosed total assets of $413,430,904 and total
liabilities of $714,758,194 as of Aug. 31, 2017.
DLA Piper is serving as legal counsel to Appvion, Guggenheim
Securities LLC is serving as the Company's investment banker, and
Alan Holtz of AlixPartners is serving as the Company's Chief
Restructuring Officer. Prime Clerk LLC is the claims and noticing
agent.
On Oct. 11, 2017, Andrew Vara, acting U.S. trustee for Region 3,
appointed an official committee of unsecured creditors. The
Committee retained Lowenstein Sandler LLP, as counsel, Klehr
Harrison Harvey Branzburg LLP, as Delaware co-counsel.
On Dec. 1, 2017, the court appointed Justin R. Alberto as the fee
examiner. He tapped Bayard, P.A., as legal counsel.
ARALEZ PHARMACEUTICALS: Deerfield Mgmt Has 4.9% Stake
-----------------------------------------------------
In an amended Schedule 13G filed with the Securities and Exchange
Commission, these entities reported beneficial ownership of shares
of common stock of Aralez Pharmaceuticals, Inc. as of June 22,
2018:
Shares Percentage
Beneficially of
Reporting Persons Owned Shares
----------------- ------------ ----------
Deerfield Mgmt, L.P. 5,372,885 4.985%
Deerfield Management Company, L.P. 10,701,187 4.985%
Deerfield Mgmt III, L.P. 5,328,302 4.985%
Deerfield Private Design Fund III 5,328,302 4.985%
Deerfield Partners, L.P. 5,372,885 4.985%
James E. Flynn 10,701,187 4.985%
The amount of Common Shares held by Deerfield Mgmt, L.P. is
comprised of 844,583 common shares and 4,528,302 common shares
underlying convertible notes held by Deerfield Partners, L.P., of
which Deerfield Mgmt, L.P. is the general partner. The provisions
of the convertible notes beneficially owned by the reporting person
restrict the conversion of those securities to the extent that,
upon such conversion, the number of shares then beneficially owned
by the holder and any other person or entities with which such
holder would constitute a Section 13(d) "group" would exceed 4.985%
of the total number of shares of the Issuer then outstanding.
Accordingly, notwithstanding the number of shares reported, the
reporting person disclaims beneficial ownership of the common
shares issuable upon conversion of such convertible notes to the
extent that upon such conversion the number of shares beneficially
owned by all reporting persons hereunder, in the aggregate, would
exceed the Ownership Cap.
A full-text copy of the regulatory filing is available at:
https://is.gd/67hoeR
About Aralez Pharmaceuticals
Aralez Pharmaceuticals Inc. -- http://www.aralez.com/-- is a
Canadian specialty pharmaceutical company focused on delivering
meaningful products to improve patients' lives while creating
shareholder value by acquiring, developing and commercializing
products in various specialty areas. The Company currently
commercializes a number of cardiovascular products in the United
States as well as products for cardiovascular, pain management,
dermatological allergy and certain other indications in Canada. In
addition, the Company outlicenses certain products in exchange for
royalties and/or other payments. Aralez's global headquarters is
in Mississauga, Ontario, Canada and the Irish Headquarters is in
Dublin, Ireland.
Aralez incurred net losses of $125.20 million in 2017, $102.97
million in 2016 and $37.78 million in 2015. As of March 31, 2018,
Aralez had $481.2 million in total assets, $487.8 million in total
liabilities and a total shareholders' deficit of $6.57 million.
On May 8, 2018, the Company announced that, based on its continuing
exploration and evaluation of numerous opportunities to streamline
the business, reduce costs, and improve its capital structure and
liquidity, it has determined that a new strategic direction is in
the best interests of the Company and its stakeholders. This
strategic direction will involve (i) a focus on the Company's
strong Canadian business, supported by the Toprol-XL Franchise, as
well as Vimovo royalties, and (ii) the discontinuation of the
remaining U.S. commercial business. Decisive actions are being
taken to wind down the Company's U.S. commercial business
immediately and ultimately close the U.S. operations. This new
strategic direction is expected to significantly reduce the
Company's cost structure. In addition, the Company continues to
explore and evaluate a range of strategic business opportunities to
enhance liquidity, including (i) active discussions for the
continued commercialization of Zontivity with a focus on divesting
or out-licensing the U.S. rights, (ii) active discussions to divest
the U.S. rights to Yosprala, Fibricor and Bezalip SR, and (iii)
broader strategic and refinancing alternatives for its business.
"Based on recent events, the Company has determined that there is a
reasonable possibility that the Company will not have sufficient
liquidity to fund its current and planned operations through the
next 12 months, which raises substantial doubt about the Company's
ability to continue as a going concern," the Company stated in its
Quarterly Report on Form 10-Q for the period ended March 31, 2018.
BADLANDS ENERGY: Court Approves Amended Disclosure Statement
------------------------------------------------------------
Judge Kimberley H. Tyson of the U.S. Bankruptcy Court for the
District of Colorado approved Badlands Energy, Inc., Badlands
Production Company, Badlands Energy-Utah, LLC and Myton Oilfield
Rentals, LLC's amended disclosure statement in support of their
amended joint plan of liquidation dated April 6, 2018.
Ballots accepting or rejecting the Plan must be submitted by the
holders of all claims or interests on or before 5:00 p.m. on July
25, 2018.
Any objection to confirmation of the Plan must also be filed on or
before July 25, 2018.
A hearing for consideration of confirmation of the Plan and such
objections is set for August 8, 2018, at 9:30 a.m. before the
undersigned Judge in the United States Bankruptcy Court for the
District of Colorado, Courtroom C, U.S. Custom House, 721 19th
Street, Denver, Colorado.
The Amended Joint Plan of Liquidation proposes to pay creditors of
Badlands Energy, Inc., Badlands Production Company, Badlands
Energy-Utah, LLC and Myton Oilfield Rentals, LLC, from the net
proceeds of the orderly liquidation of all of the Debtors'
remaining assets, accounts receivable, and any net proceeds of the
Debtors' Avoidance Actions and other litigation claims.
On the Effective Date, the Debtors will transfer all of the Trust
Assets to the Badlands Liquidating Trust, free and clear of all
liens, claims, interests, and encumbrances, but subject to the
terms of the Plan.
The Plan generally provides for the final liquidation of the
Debtors together as consolidated entities. Remaining cash received
by the Debtors from the sale and liquidation of substantially all
of their assets during the pendency of their Chapter 11 cases
(approximately $9.7 million) will be used to pay administrative
expenses and creditors' claims. The Debtors' primary secured
creditor (through its agent Garrison Loan Agency Services, LLC)
will initially receive $8.7 million on account of its secured
claims, and has agreed to fund a liquidating trust with $25,000 as
unencumbered cash for the benefit of unsecured creditors. Reserves
for the payment of taxes and priority claims will total
approximately $1.2 million and, to the extent that there is
remaining cash from those reserves, it will be paid to the Debtors'
secured lender.
A trustee will be appointed to administer the liquidating trust,
and will pursue avoidance actions and collect any other remaining
assets for distribution. All of the claims against the four debtors
will be consolidated for purposes of administering the trust. The
Debtors estimate that through avoidance actions and unencumbered
cash, general unsecured creditors (as beneficiaries of the
liquidating trust)1 may share $750,000 in a pool of approximately
$34,000,000 of general unsecured claims -- an estimated 2% recovery
in these cases.
A full-text copy of the Amended Disclosure Statement is available
at:
http://bankrupt.com/misc/cob17-17465-468
A full-text copy of the Amended Plan is available at:
http://bankrupt.com/misc/cob17-17465-467.pdf
About Badlands Energy
Denver, Colorado-based Badlands Energy, Inc. --
http://badlandsenergy.framezart.com/-- is an E&P company that has
been involved in the Uinta Basin for over a decade. The Company
also operates in California and has been involved in exploration
projects in Wyoming and Nevada.
Initially operating as a public company known as Gasco Energy,
Inc., the Company underwent a restructuring that was completed in
October 2013. This resulted in a recapitalization followed by
taking the company private. The final step in this was a name
change to Badlands Energy, Inc.
Badlands Energy, Inc., Badlands Production Co., Badlands
Energy-Utah, LLC, and Myton Oilfield Rentals, LLC sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case Nos.
17-17465, 17-17467, 17-17469 and 17-17471) on Aug. 11, 2017. The
petitions were signed by Richard Langdon, president and CEO.
Badlands Energy estimated assets at $10 million to $50 million and
liabilities at $50 million to $100 million; Badlands Production's
assets at $1 million and $10 million and liabilities at $10
million to $50 million; Badlands Energy-Utah's assets at $1 million
to $50 million; and Myton Oilfield Rentals' assets at $100,000 to
$500,000 and liabilities at $10 million to $50 million.
The cases are assigned to Judge Kimberley H. Tyson.
The Debtors tapped Lindquist & Vennum LLP as their counsel and
Parkman Whaling LLC as their financial advisor. R2 Advisors, LLC
is the Debtors' consultant.
An official committee of unsecured creditors has not yet been
appointed in the Chapter 11 cases of Badlands Energy, Inc. and its
affiliates as of September 20, according to a court docket.
BELLA MENTE: Moody's Assigns Initial Ba1 Rating, Outlook Stable
---------------------------------------------------------------
Moody's Investors Service has assigned an initial Ba1 and stable
outlook to Bella Mente Montessori Academy, CA's Charter School
Lease Revenue Bonds (Bella Mente Montessori Academy Project),
Tax-Exempt Series 2018A and Taxable Series 2018B. The issuance
amount for the Series 2018A is expected to equal approximately
$15.5 million, with an estimated par amount of $535,000 for the
Series 2018B. Following the current issuance, the bonds will
represent the school's only outstanding debt.
RATINGS RATIONALE
The Ba1 rating reflects the school's adequate financial performance
with satisfactory and growing liquidity and coverage of anticipated
maximum annual debt service (MADS) at current enrollment. The
rating also reflects the school's accreditation as a Montessori
School and satisfactory market demand based upon an internationally
recognized pedagogy. While not required to meet projected MADS, the
school anticipates enrollment increases for the fall of 2018,
although the Ba1 incorporates risks from a competitive marketplace
and the school's enrollment decline in the most recent school year.
Also reflected in the rating are academic achievement levels that
remain below those of the state and in some cases the district.
These are being addressed by the school, but were sufficient to
raise concerns during its most recent charter renewal process. The
rating also incorporates satisfactory legal provisions with a
direct payment mechanism for debt service.
RATING OUTLOOK
The stable outlook reflects expectations for continued stability in
debt service coverage and liquidity levels given anticipated debt
service figures that compare favorably with current lease payments,
and moderate enrollment growth supported by demonstrated market
demand for an accredited, Montessori program that lacks direct
competition in the surrounding market.
FACTORS THAT COULD LEAD TO AN UPGRADE
- Actual results that meet or exceed projections for improved
liquidity and debt service coverage
- Academic achievement levels that consistently outperform those
of the district and other competitors
- Attainment of enrollment levels that approach 800 students
FACTORS THAT COULD LEAD TO A DOWNGRADE
- Additional enrollment declines
- Academic achievement levels that remain below those of the
district
- Weakened liquidity or debt service coverage
LEGAL SECURITY
The Series 2018A and 2018B bonds are secured under a loan agreement
between the California Municipal Finance Authority and Bella Mente
Holdings, LLC, as borrower. Pursuant to the Indentures, the
Authority has assigned all loan repayments pursuant to the loan
agreement to the Trustee for the benefit of bondholders. Debt
service payments are secured by a net revenue pledge of the charter
school and will be paid from lease payments paid by Bella Mente
Charter School, as Lessee, to Bella Mente Holdings, LLC, as
Lessor.
Providing additional security, pursuant to a Lease Blocked Account
Agreement between Bella Mente Charter School and Zions Bank as
Custodian, Bella Mente charter school has directed that all
permitted revenues, including those under the Local Control Funding
Formula (LCFF) received from San Diego County Office of Education,
be immediately deposited into a Blocked Account and made available
for lease payments under the lease agreement before revenues are
released by the Custodian and made available to the school. Lease
payments will be withheld on a 1/6, 1/12 basis for principal and
interest payments, respectively, and any shortfalls may be
recovered in the subsequent month.
Bonds are additionally secured by a Deed of Trust on the financed
facilities, with a first mortgage interest in the school property.
The school also plans to fund a debt service reserve account from
bond proceeds equal to the three-pronged test and initially funded
at maximum annual debt service (MADS).
USE OF PROCEEDS
Bond proceeds will provide take-out financing for the school's
existing lease agreement with the school's developer, facilitating
purchase of the existing school and property. The financing will
also provide $1.2 million in new money to purchase a small parcel
of adjacent property that will be redeveloped to create a front
entry way for the school. The most recent appraisal estimates the
property's value, not including the additional parcel, at $10.3
million. The school property consists of approximately 3.28 acres
of land, two school buildings with a combined 51,200 square feet,
including an approximately 3,100 square foot auditorium, a stage, a
student library, and 40 classrooms.
PROFILE
Located in Vista, California, in northwestern San Diego County,
Bella Mente Montessori Academy operates under a charter granted by
the Vista Unified School District (Aa2). The school recently
obtained its first charter renewal, extending its charter until
June 20, 2023. Since its opening in the fall of 2013 as a TK-8
Montessori school with an initial enrollment of 350 students, Bella
Mente has grown to serve 636 students in the school year ended June
2018, with a projected enrollment for the fall of 2018 of 728
students. The school is accredited by the American Montessori
Society and gained accreditation from the Western Association of
Schools and Colleges in fiscal 2018.
BLACKFOOT CONSTRUCTION: July 23 Plan Confirmation Hearing
---------------------------------------------------------
Judge Robyn L. Moberly of the U.s. Bankruptcy Court for the
Southern District of Indiana issued an order approving the
disclosure statement explaining Blackfoot Construction Company's
plan of reorganization as providing adequate information and that a
separate disclosure statement is not necessary.
July 23, 2018 at 10:00 A.M. is fixed as the hearing to consider
confirmation of the plan. On or before July 16, 2018 is the fixed
date for filing any objection to the confirmation of the plan.
About Blackfoot Construction
Blackfoot Construction Company, d/b/a Blackfoot Solutions, owns and
operates a construction company located in Noblesville, Indiana. It
constructs and maintains cell phone towers and facilities as well
as provides installation services to telecommunication providers.
It was incorporated on Dec. 9, 2004, in Dyersburg, Tennessee, under
different ownership. Its current owner acquired the Debtor in 2007
and started operating the business out of his residence in Fishers,
Indiana. It has been located in Noblesville, Indiana since March of
2014. It has 15 employees.
Blackfoot Construction Company filed for Chapter 11 bankruptcy
protection (Bankr. S.D. Ind. Case No. 17-08448) on Nov. 8, 2017.
David R. Krebs, Esq. and John J. Allman, Esq. of Hester Baker Krebs
LLC, serve as the Debtor's counsel. No trustee, examiner or
official committee of unsecured creditors has been appointed.
BON-TON STORES: Hilco Streambank Accepting Bids for IP Assets
-------------------------------------------------------------
Hilco Streambank is seeking offers to acquire the intellectual
property assets of The Bon-Ton, a hometown department store brand
which operated approximately 256 department stores across 23 states
in the Northeast, Midwest and Upper Great Plains under multiple
nameplates and e-commerce sites.
The Offer Deadline is June 28, 2018 at Noon Eastern Time.
Assets for sale include:
* Customer Database
* Trademarks
* Domains
* Nameplates and Private Label Brands
* Social Media Assets
Offers for some or all of the Bon-Ton intellectual property assets
are due June 28, 2018 at Noon Eastern Time.
Contact Hilco Streambank to obtain a non-disclosure agreement and
information regarding the sale process.
David Peress
781-471-1239
dperess@hilcoglobal.com
Richelle Kalnit
212-993-7214
rkalnit@hilcoglobal.com
Ben Kaplan
646-651-1978
bkaplan@hilcoglobal.com
About The Bon-Ton Stores
The Bon-Ton Stores, Inc. (OTCQX: BONT) -- http://www.bonton.com/--
with corporate headquarters in York, Pennsylvania and Milwaukee,
Wisconsin, operates 250 stores, which includes nine furniture
galleries, in 23 states in the Northeast, Midwest and upper Great
Plains under the Bon-Ton, Bergner's, Boston Store, Carson's,
Elder-Beerman, Herberger's and Younkers nameplates. The stores
offer a broad assortment of national and private brand fashion
apparel and accessories for women, men and children, as well as
cosmetics and home furnishings.
The Bon-Ton Stores, Inc., and nine affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 18-10248) on Feb. 4,
2018.
In the petitions signed by Executive Vice President and CFO Michael
Culhane, Bon-Ton Stores disclosed total assets at $1.58 billion and
total debt at $1.74 billion.
The Bon-Ton Stores tapped Paul, Weiss, Rifkind, Wharton & Garrison
LLP as counsel; Young Conaway Stargatt & Taylor, LLP as co-counsel;
Joseph A. Malfitano, PLLC, as special counsel; PJT Partners LP as
investment banker; AlixPartners LLP as restructuring advisor and AP
Services, LLC as financial advisor; and A&G Realty Partners LLC, as
real estate advisor; and Prime Clerk LLC, as administrative
advisor.
Andrew R. Vara, Acting U.S. Trustee for Region 3, on Feb. 15, 2018,
appointed seven creditors to serve on the official committee of
unsecured creditors in the Chapter 11 case. Counsel for the
Official Committee of Unsecured Creditors are Jeffrey N. Pomerantz,
Esq., Robert J. Feinstein, Esq., and Bradford J. Sandler, Esq., at
Pachulski Stang Ziehl & Jones LLP.
An investor group comprised of DW Partners, LP, Namdar Realty Group
and Washington Prime Group, Inc., primarily as secured mortgage
lender; and AM Retail Group, Inc., who submitted a going concern
bid for the Debtors' assets, are represented by John Lyons, Esq.,
at DLA Piper LLP (US).
Co-Counsel to the Ad Hoc Second Lien Noteholder Group are Norman L.
Pernick, Esq., J. Kate Stickles, Esq., and Katherine M. Devanney,
Esq., at Cole Schotz, P.C.; and Sidney P. Levinson, Esq., Genna L.
Ghaul, Esq., Charles S. Wittmann-Todd, Esq., Bruce Bennett, Esq.,
and Joshua M. Mester, Esq., at Jones Day.
Co-Counsel to the DIP Tranche A-1 Documentation Agent, Crystal
Financial LLC, are Mark D. Collins, Esq., and Joseph Charles
Barsalona II, Esq., at Richards, Layton & Finger, P.A.; and Matthew
P. Ward, Esq., at Womble Bond Dickinson (US) LLP; and Jonathan D.
Marshall, Esq., and John Ventola, Esq., at Choate Hall & Stewart
LLP.
Co-Counsel to the Administrative Agent, Bank of America, N.A., are
Julia Frost-Davies, Esq., Robert A.J. Barry, Esq., and Amelia C.
Joyner, Esq., at Morgan, Lewis & Bockius LLP.
Co-Counsel to the Second Lien Trustee, Wells Fargo Bank, N.A., as
Indenture Trustee and Collateral Agent for the Debtor's 8.00%
Second Lien Senior Secured Notes Due 2021, are Emily Kathryn Devan,
Esq., and Luke A. Sizemore, Esq., at Reed Smith LLP.
BOSS REAL ESTATE: Latest Plan to Pay IRS, Ariz. Revenue in Full
---------------------------------------------------------------
Boss Real Estate Holdings LLC proposes to pay in full the priority
claims of Internal Revenue Services and Arizona Department of
Revenue, according to its latest Chapter 11 plan of
reorganization.
Under the revised plan, the present value of IRS' Class 6 claim and
the Arizona Department of Revenue's Class 7 claim on the date of
confirmation of the plan, including interest at the statutory rate,
will be paid in full in equal monthly installments within 60 months
of the petition date.
Specifically, Boss Real Estate will pay the priority claims in 36
equal installments beginning the month after confirmation of the
plan, according to its latest disclosure statement filed with the
U.S. Bankruptcy Court for the District of Arizona.
Copies of the first amended disclosure statement and Chapter 11
plan of reorganization are available for free at:
http://bankrupt.com/misc/azb17-03716-199.pdf
http://bankrupt.com/misc/alsb17-01296-200.pdf
About Boss Real Estate Holdings
Boss Real Estate Holdings, LLC, based in Gilbert, Arizona, filed a
Chapter 11 petition (Bankr. D. Ariz. Case No. 17-03716) on April
10, 2017. In its petition, the Debtor estimated $1 million to $10
million in both assets and liabilities. The petition was signed by
Michael Harris, member and manager.
Judge Brenda Moody Whinery presides over the case. Ronald J.
Ellett, Esq., at Ellet Law Offices, P.C., serves as bankruptcy
counsel.
The Debtor's primary asset is certain real property located at 2816
South Country Club Drive and 2828 South Country Club Drive, Mesa,
Arizona 85210, where the Debtor operates a car wash, a lube shop,
and a small convenience store -- the Mesa Car Wash.
No official committee of unsecured creditors has been appointed in
the Debtor's case.
CAFFE ETTORE: U.S. Trustee Forms 3-Member Committee
---------------------------------------------------
The U.S. Trustee for Region 17 on June 22 appointed three creditors
to serve on the official committee of unsecured creditors in the
Chapter 11 case of Caffe Ettore, Incorporated.
The committee members are:
(1) Produce Express
Representative: Joel Wilkerson
8340 Belvedere Avenue
Sacramento, CA 95826
Email: jwilkerson@produceexp.com
(2) Marque Foods, LLC
Representative: Rick Brownstein
760 Lakeside Dr., Unit A
Gurnee, IL 60031
Email: rick@ifigourmet.com
(3) Aqua Clean Solutions
Representative: Ted Jones
P.O. Box 4 Penryn, CA 95663
Email: ted@ted-jones.com
Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense. They may investigate the debtor's business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.
About Caffe Ettore Incorporated
Caffe Ettore, Incorporated -- https://www.ettores.com/ -- operates
the Ettore's Bakery & Cafe sites in Sacramento and Roseville,
California. The business offers European breakfast pastries,
cookies, cakes, specialty desserts and custom wedding cakes. It
also supplies cakes and baked goods to Nugget Markets throughout
Northern California.
Caffe Ettore sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. E.D. Cal. Case No. 18-22152) on April 10, 2018. In
the petition signed by Ettore Ravazzolo, president, the Debtor
estimated assets of $1 million to $10 million and liabilities of $1
million to $10 million.
Judge Christopher D. Jaime presides over the case. The Debtor
hired Dahl Law, Attorneys at Law as its legal counsel.
CENTRAL CARDIOVASCULAR: To Destroy Unclaimed Medical Records
------------------------------------------------------------
Central Cardiovascular Associates, P.C., d/b/a Southwestern
Pennsylvania Cardiovascular Associates, has been authorized to
destroy its patient records if they are not claimed within 365 days
after the date of this public notification.
Any party wishing to arrange for the release/transfer of its
medical records can do so by written request to Dr. Richard
Rosenbloom, Suite 208, 1350 Locust St., Pittsburgh, PA 15219,
Phone# 412-251-0225, Fax #412-709-6249. Unclaimed medical records
by June 25, 2019, be destroyed.
Headquartered in Pittsburgh, Pennsylvania, Central Cardiovascular
Associates, P.C., filed for Chapter 11 bankruptcy protection
(Bankr. W.D. Pa. Case No. 18-21813) on May 4, 2018, estimating its
assets at up to $50,000 and its liabilities at between $500,001 and
$1 million. Michael J. Roeschenthaler, Esq., at Whiteford Taylor &
Preston, LLP, serves as the Debtor's bankruptcy counsel.
The Office of the U.S. Trustee on June 7 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case.
CHAPARRAL ENERGY: Moody's Assigns B3 CFR & Caa1 Sr. Notes Rating
----------------------------------------------------------------
Moody's Investors Service assigned Chaparral Energy, Inc. a B3
Corporate Family Rating (CFR), a B3-PD Probability of Default
Rating (PDR) and a Caa1 rating on its proposed $300 million senior
unsecured notes due 2023. The rating outlook is stable.
Note proceeds will be largely used to fully repay borrowings drawn
under the company's secured bowing base revolving credit facility.
"Since its emergence from Chapter 11 bankruptcy in March 2017 with
a balance sheet unburdened by debt levels that had become
unsustainable, Chaparral has transitioned into an operator whose
sole development focus is centered on Oklahoma's STACK oil and gas
play," commented Andrew Brooks, Moody's Vice President.
"Emphasizing growth across its 119,000 net STACK acreage, Chaparral
will likely outspend cash flow, although it has good liquidity to
cushion the outspend and is unlikely to over-leverage its balance
sheet."
Assignments:
Issuer: Chaparral Energy, Inc.
Gtd Senior Unsecured Notes, Assigned Caa1 (LGD5)
Probability of Default Rating, Assigned to B3-PD
Speculative Grade Liquidity Rating, Assigned to SGL-2
Corporate Family Rating, Assigned to B3
Outlook Actions:
Issuer: Chaparral Energy, Inc.
Outlook, Changed To Stable From Rating Withdrawn
RATINGS RATIONALE
Chaparral's B3 CFR reflects the company's single-basin asset
concentration in the STACK and its limited size and scale,
particularly as it relates to the 12,289 barrels of oil equivalent
(Boe) per day of first quarter 2018 production (out of 19,300 Boe
per day of total production) derived from its core STACK acreage.
Its proved developed (PD) reserve base of 50.8 million Boe is
within 90% of the B3 median, but only about half the B2 median.
However, with its financial restructuring having converted $1.2
billion of pre-petition debt to equity, Chaparral is now better
positioned financially to exploit the several decades of
high-return drilling locations it has identified in its STACK
acreage, capitalizing on this inventory of drilling prospects to
generate strong production growth.
Chaparral's first-quarter 2018 production from the STACK grew 50%
over 2017's first quarter; and has grown at a 9.9% compounded
quarterly rate since the first quarter of 2016. Under 2018's
capital spending plan of between $250-$275 million, the company is
likely to outspend cash flow as it continues to ratchet up
production. Chaparral has ambitious growth aspirations for the
STACK, which entails modest execution risk in achieving higher
projected output levels while managing declining legacy production,
and will depend on debt financing to facilitate that growth and
fund a sizable outspend of cash flow. However, pro forma for the
proposed notes offering, debt to proved developed (PD) reserves of
about $6.35 per Boe, debt on average daily production approximating
$16,730 and retained cash flow (RCF) to debt of 40%, provides some
incremental capacity to absorb a degree of debt financing within
the confines of its B3 CFR. The company also benefits from a newly
elevated, experienced senior management team operating under the
direction of an independent board of directors comprised entirely
of seasoned executives having deep backgrounds in the oil and gas
industry.
The proposed $300 million senior unsecured notes are rated Caa1,
one notch below the B3 CFR in accordance with Moody's Loss Given
Default (LGD) methodology. The one notch difference between the
unsecured notes rating and the B3 CFR reflects the priority-claim
of the $285 million secured borrowing base revolving credit
facility. Should Chaparral's secured borrowing base revolver
increase much above $300 million, the unsecured notes could become
double-notched to Caa2.
As evidenced by Moody's Speculative Grade Liquidity rating of
SGL-2, Chaparral has good liquidity through June 30, 2019, which
will help facilitate the attainment of higher projected production
levels as the company outspends cash flow by over an estimated $100
million through that 12-month period (ex-asset sale proceeds). Pro
forma for the unsecured notes issuance, the company will have
approximately $98 million in balance sheet cash as of March 31, and
its $285 million borrowing base revolving credit facility should
remain undrawn at year-end. Chaparral's $400 million secured credit
facility commitment and its $285 million borrowing base were
affirmed May 9, with the borrowing base having been increased by
$60 million in December. The revolver has a scheduled expiration
date of December 2022. A combination of balance sheet cash and
well-hedged cash from operations is expected to largely fund 2018's
capital spending, leaving the credit facility available to fund
2019's presumed continuing outspend. The revolver has a scheduled
maturity date of December 21, 2022, and has two financial covenants
-- a minimum current ratio of 1x and a maximum debt/EBITDAX of 4x.
Chaparral should be able to comply with the covenants through
mid-2019. The extent of the company's legacy non-core acreage
holdings provides a potential modest source of additional liquidity
should opportunities arise for asset monetizations, some $43
million of which have either closed to date or are currently under
negotiation.
Chaparral's stable outlook reflects the likelihood that it achieves
high-return production growth with a modest increase in debt
balances. Ratings could be upgraded presuming Chaparral
successfully executes on its growth objectives with annual
production approaching 30,000 Boe per day and growing its proved
developed reserves while maintaining a leveraged full cycle ratio
(LFCR) above 1.5x, and sustained RCF to debt in excess of 30%.
Ratings could be downgraded if production growth falters or if RCF
to debt is sustained below 15%. Any deterioration in liquidity
could also result in a downgrade.
Headquartered in Oklahoma City, Oklahoma, Chaparral Energy is an
independent exploration and production company with core oil and
natural gas properties principally located in Oklahoma's STACK oil
and gas play.
CHINA COMMERCIAL: Signs Deal to Dispose of Subsidiary for $500,000
------------------------------------------------------------------
China Commercial Credit, Inc., HK Xu Ding Co, Limited, a private
limited company duly organized under the laws of Hong Kong and CCCR
International Investment Ltd., a business company incorporated in
the British Virgin Islands with limited liability entered into
certain Share Purchase Agreement. Pursuant to the Purchase
Agreement, the HK Xu Ding agreed to purchase CCC BVI in exchange of
cash purchase price of $500,000. China Commercial owns 100% of the
issued and outstanding shares of CCCR International.
CCC BVI is the sole shareholder of CCC International Investment
Ltd., a company incorporated under the laws of the Hong Kong S.A.R.
of the PRC, which is the sole shareholder of WFOE. WFOE, via a
series of contractual arrangements, controls Wujiang Luxiang. CCC
HK is the sole shareholder of PFL.
Upon closing of the Disposition, the Purchaser will become the sole
shareholder of CCC BVI and as a result, assume all assets and
obligations of all the subsidiaries and VIE entities owned or
controlled by CCC BVI.
The Disposition was approved by the board of directors of the
Company. Benchmark Company, LLC rendered a fairness opinion in
connection with the Disposition, indicating that the Consideration
to be received by the Company in the transaction is fair to the
Company's shareholders from a financial point of view.
Private Placement in June
On June 19, 2018, the Company entered into certain securities
purchase agreements with certain "non-U.S. Persons" as defined in
Regulation S of the Securities Act of 1933, as amended pursuant to
which the Company agreed to sell an aggregate of 568,037 shares of
its common stock, par value $0.001 per share, at a per share
purchase price of $0.78. The net proceeds to the Company from such
Offering will be approximately $443,000.
The June SPAs are part of the subscription the Company received in
a private placement offering of its Common Stock at a per share
purchase price of $0.78 up to an aggregate gross proceeds of Two
Million Dollars ($2,000,000) to "non-U.S. Persons" as defined in
Regulation S. The Offering will be on a rolling basis until
June 30, 2018 unless the Company extends for an additional 30 days
at its sole discretion.
The net proceeds of the Offering will be used by the Company in
connection with the Company's operation of certain used luxurious
car leasing or other related business as approved by the board of
directors of the Company.
The parties to the June SPAs have each made customary
representations, warranties and covenants. The Shares sold
pursuant to the June SPAs are subject to certain lock-up whereby
the 40% of the Share shall be subject to a six-month lock-up from
the closing of the June SPAs, 30% of the Shares a nine-month
lock-up from the closing and the last 30% of the Shares a
twelve-months lock-up from the closing.
Background of the Disposition
China Commercial Credit had two lines of business: one is the
direct loans, loan guarantees and financial leasing services to
small-to-medium sized businesses, farmers and individuals in the
city of Wujiang, Jiangsu Province; and the other is the used
luxurious car leasing business. The direct loans and loan
guarantees business was carried out by Wujiang Luxiang Rural
Microcredit Co., Ltd., the Company's VIE entity. The financial
leasing services were carried out by the Company's indirect
subsidiary, Pride Financial Leasing (Suzhou) Co. Ltd. The
Company's recently launched used luxurious car leasing business is
carried out by the Company's VIE entity, Beijing Youjiao Technology
Limited.
Historically, the Company's core business has been the direct loan
and loan guarantee. However, since 2016, the microcredit companies
in Wujiang area went through the most difficult time since their
inceptions in 2008. Twelve of fourteen microcredit companies in
the Wujiang area went bankrupt while the remainder are struggling
with high default rates due to the poor economic condition,
especially the slow-down in the textile industry. The operations
of Wujiang Luxiang were also affected. For the year ended Dec. 31,
2017, the Company had a loss of $5,486,667 and a net loss of
$10,699,740 compared to a revenue of $2,246,807 and net loss of
$2,580,136 in 2016, a change of 344% and an increase of 315%,
respectively. As a result of the deteriorating economic condition,
the Company experienced a substantial increase in the amount of
default loans in both its direct lending and guarantee business.
The amount of underlying loans the Company guaranteed has been
increased by 6.7% to $11.6 million as of Dec. 31, 2017 compared to
$10.9 million as of Dec. 31, 2016. As of March 31, 2018, eleven
cases against the Company were finally adjudicated by the Court, in
which the Company was jointly liable, together with the defaulted
customers and other guarantees, to repayment the principal,
interest and penalties of $6.91 million. Additionally, three cases
against the Company have not been adjudicated by the Court, in
which the Company is jointly liable, together with the defaulted
customers and other guarantees, to repayment the principal,
interest and penalties of $2.97 million. In addition, the
Department of Finance of Wujiang region has been evaluating the
collection and performance of Wujiang Luxiang and may initiate
proceeding to revoke Wujiang Luxiangs business license if the
operation is not improved. The Company's financial leasing
business has been on hold since October 2015 after the Company
signed two leasing contracts worth a total of total $4.88 million
February 2015. The Company does not currently have further funds
to deploy in the financial leasing business and plan to hold off
expansion of the leasing business.
On Feb. 28, 2018, the Company received a letter from The NASDAQ
Stock Market LLC notifying the Company that it is not in compliance
with the minimum of $35 million Market Value of Listed Securities
(MVLS) requirement for continued listing on the Nasdaq Capital
Market. Nasdaq Listing Rule 5550(b)(2) requires listed securities
to maintain a minimum MVLS. The Company was provided one hundred
and eighty calendar days, or until Aug. 27, 2018, to regain
compliance with the MVLS requirement.
The Company believed it is very difficult, if possible at all, to
make collections on the default loans and guarantee obligations
paid on behalf of guarantees. As of March 31, 2018, the Company
has a stockholder deficit (or so-called negative net asset) of
approximately $4.5 million. Management believes, if the Company
keeps operating the micro-lending, loan guarantee and financial
leasing business, the Company will not be able to achieve the
necessary minimum stockholder equity requirement or the minimum of
$35 million MVLS requirement as required by the Nasdaq Listing
Rules to regain compliance by Aug. 27, 2018. As such, the Company
has been actively seeking to dispose the micro-lending, loan
guarantee and financial leasing business while focusing on the
luxurious car leasing or engage in other more profitable
businesses.
VIE Termination Agreement
As previously disclosed, on May 10, 2018, Beijing Youjiao and its
indirect subsidiary, Wujiang Luxiang Information Technology
Consulting Co. Ltd., a limited liability company formed under the
laws of the PRC, entered into a series of contractual agreements
with the Company including, Exclusive Business Cooperation
Agreement, Exclusive Option Agreement, Share Pledge Agreement and
the Powers of Attorney.
In anticipation of the Disposition, on June 19, 2018, WFOE entered
into certain termination agreement with Beijing Youjiao and Aizhen
Li, the sole shareholder of Beijing Youjiao to terminate the VIE
Agreements by and among WFOE, Beijing Youjiao and Aizhen Li dated
June 19, 2018. The Termination Agreement became effective
immediately upon its execution.
Hao Limo VIE Agreements
On June 19, 2018, the Company's indirectly owned subsidiary Hao
Limo Technology (Beijing) Co., Ltd. entered into a series of
agreements with Beijing Youjiao and Aizhen Li, the sole shareholder
of Beijing Youjiao. The Youjiao VIE Agreements are designed to
provide Hao Limo with the power, rights and obligations equivalent
in all material respects to those it would possess as the sole
equity holder of Beijing Youjiao, including absolute control rights
and the rights to the management, operations, assets, property and
revenue of Beijing Youjiao. The purpose of the VIE Agreements is
solely to give Hao Limo the exclusive control over Beijing
Youjiao's management and operations. Beijing Youjiao has the
requisite license to carry out used luxurious car leasing business
in China.
Material terms of each of the Youjiao VIE Agreements are described
below:
Exclusive Business Cooperation Agreement
Pursuant to the Exclusive Business Cooperation Agreement between
Beijing Youjiao and Hao Limo, Hao Limo provides Beijing Youjiao
with technical support, consulting services and management services
on an exclusive basis, utilizing its advantages in technology,
human resources, and information. Additionally, Beijing Youjiao
granted an irrevocable and exclusive option to Hao Limo to purchase
from Beijing Youjiao, any or all of Beijing Youjiao's assets at the
lowest purchase price permitted under the PRC laws. Should Hao
Limo exercise such option, the parties shall enter into a separate
asset transfer or similar agreement. For services rendered to
Beijing Youjiao by Hao Limo under this agreement, Hao Limo is
entitled to collect a service fee calculated based on the time of
services rendered multiplied by the corresponding rate, plus amount
of the services fees or ratio decided by the board of directors of
Hao Limo based on the value of services rendered by Hao Limo and
the actual income of Beijing Youjiao from time to time, which is
substantially equal to all of the net income of Beijing Youjiao.
The Exclusive Business Cooperation Agreement will remain in effect
for ten years unless it is terminated by Hao Limo with 30-day prior
written notice. Beijing Youjiao does not have the right to
terminate the agreement unilaterally. Hao Limo may unilaterally
extend the term of this agreement with prior written notice.
Share Pledge Agreement
Under the Share Pledge Agreement among Beijing Youjiao, Aizhen Li
and Hao Limo, Aizhen Li pledged all of her equity interests in
Beijing Youjiao to Hao Limo to guarantee the performance of Beijing
Youjiao's obligations under the Exclusive Business Cooperation
Agreement. Under the terms of the agreement, in any event of
default, as set forth in the Share Pledge Agreement, including that
Beijing Youjiao or Aizhen Li breach their respective contractual
obligations under the Exclusive Business Cooperation Agreement, Hao
Limo, as pledgee, will be entitled to certain rights, including,
but not limited to, the right to dispose of the pledged equity
interest in accordance with applicable PRC laws. Hao Limo will
have the right to collect any and all dividends declared or
generated in connection with the equity interest during the term of
pledge.
The Share Pledge Agreement will be effective until all payments due
under the Exclusive Business Cooperation Agreement have been paid
by Beijing Youjiao. Hao Limo will cancel or terminate the Share
Pledge Agreement upon Beijing Youjiao's full payment of fees
payable under the Exclusive Business Cooperation Agreement.
Exclusive Option Agreement
Under the Exclusive Option Agreement, Aizhen Li irrevocably granted
Hao Limo (or its designee) an exclusive option to purchase, to the
extent permitted under PRC law, once or at multiple times, at any
time, part or all of their equity interests in Beijing Youjiao.
The option price is equal to the capital paid in by Aizhen Li
subject to any appraisal or restrictions required by applicable PRC
laws and regulations.
The agreement remains effective for a term of ten years and may be
renewed at Hao Limo's election.
About China Commercial Credit
Founded in 2008, China Commercial Credit --
http://www.chinacommercialcredit.com/-- is a financial services
firm operating in China. Its mission is to fill the significant
void in the market place by offering lending, financial guarantee
and financial leasing products and services to a target market
which has been significantly under-served by the traditional
Chinese financial community. The Company's current operations
consist of providing direct loans, loan guarantees and financial
leasing services to small-to-medium sized businesses, farmers and
individuals in the city of Wujiang, Jiangsu Province.
China Commercial incurred a net loss of US$10.69 million for the
year ended Dec. 31, 2017, compared to a net loss of US$2.58 million
for the ended Dec. 31, 2016. As of March 31, 2018, China
Commercial had US$7.31 million in total assets, US$11.76 million in
total liabilities and a total shareholders' deficit of US$4.45
million.
The report from the Company's independent accounting firm Marcum
Bernstein & Pinchuk LLP on the consolidated financial statements
for the year ended Dec. 31, 2017, includes an explanatory paragraph
stating that the Company has incurred significant losses and needs
to raise additional funds to meet its obligations and sustain its
operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
CLAYTON GENERAL: Plan Outline Okayed, Plan Hearing on July 24
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia
approved the disclosure statement of Clayton General, Inc. and set
a July 24 hearing on the company's proposed Chapter 11 plan of
liquidation.
The hearing will be held at 10:00 a.m., at Courtroom 1403.
According to Clayton's latest liquidating plan, the estimated
amount that creditors holding Class 4 convenience claims may
recover is $640,000. The company's initial estimate was $720,000.
Holders of allowed Class 4 claims will receive a one-time
distribution from the liquidating trust on or before 60 days
following the effective date in an amount equal to 3% of their
allowed claims, according to Clayton's disclosure statement, which
explains its first amended liquidating plan.
A copy of the disclosure statement is available for free at:
http://bankrupt.com/misc/ganb15-64266-935.pdf
About Clayton General
Clayton General, Inc., f/k/a Southern Regional Health System, Inc.,
d/b/a Southern Regional Medical Center, et al., a 331-licensed bed
full-service hospital located in Riverdale, Georgia. Managed by
Emory Healthcare, Inc., the hospital serves residents throughout
the region south of Atlanta. As a leader in neurologic, heart and
vascular, bariatric, and women's healthcare services, Southern
Regional's medical staff is comprise of more than 480 physicians
that blend their passion for healing with advanced technology to
offer the latest procedures and treatments.
Southern Regional and its subsidiaries sought Chapter 11 protection
(Bankr. N.D. Ga. Case No. 15-64266) on July 30, 2015, in Atlanta,
Georgia.
Southern Regional disclosed total assets of $41,996,075 and total
liabilities of $42,884,499. The Debtors' secured creditors are
Gemino Healthcare Finance, LLC, and U.S. Foods, Inc. Gemino claims
to be owed in excess of $10 million, while U.S. Foods has a $60,000
claim.
The cases are assigned to Judge Wendy L. Hagenau.
The Debtors tapped Scroggins & Williamson, P.C., as bankruptcy
attorneys; Nelson Mulins Riley & Scarborough LLP as outside general
counsel; GGG Partners, LLC as financial advisor; Alvarez & Marsal
Healthcare Industry Group, LLC as litigation consultant; and
Kurtzman Carson Consultants LLC as claims and balloting agent.
James Adams is the Debtors' chief executive officer.
The Official Committee of Unsecured Creditors tapped Lamberth,
Cifelli, Ellis & Nason, P.A. and Pepper Hamilton, LLP, as
attorneys. PricewaterhouseCoopers LLP serves as its financial
advisor.
CLEAN HARBORS: Moody's Lowers Secured Term Loan B to Ba1
--------------------------------------------------------
Moody's Investors Service affirmed Clean Harbors, Inc.'s Ba2
Corporate Family Rating (CFR), Ba2-PD Probability of Default Rating
and the Ba3 rating on the senior unsecured notes due 2021 and
downgraded the senior secured term loan B rating to Ba1 from Baa3.
The downgrade of the senior secured rating reflects the anticipated
impact from the company's announcement to upsize its senior secured
term loan B by $350 million to help repay $400 million of senior
unsecured notes scheduled to mature 2020. With the repayment of the
unsecured notes, the secured term loan, now at nearly $750 million,
receives less benefit from unsecured debt, totaling $845 million on
a pro forma basis, that will provide first-loss cushion in the
event of a default. Additionally, Moody's affirmed the Speculative
Grade Liquidity rating at SGL-2. The rating outlook is stable.
Moody's is taking no action on and expects to withdraw the Ba3
senior unsecured rating on the notes maturing in 2020 upon closing
of this proposed transaction.
The CFR affirmation reflects Moody's expectation that 2018 and 2019
results will demonstrate an acceleration of the positive momentum
initiated in 2017 following the weaker EBITDA in 2016.
Specifically, Clean Harbors will continue to capitalize on the
assets put in place over the previous 2+ years, including
integrating twelve acquisitions, most recently Veolia's US
Industrial Cleaning Division (Veolia) in February 2018, and placing
the El Dorado incinerator online in early 2017.
Accordingly, Moody's expects the company's primary focus to be on
improved execution and organic growth initiatives to supplement the
currently favorable end market conditions of higher oil prices and
increased industrial activity. With this positive backdrop, Moody's
anticipates the EBITDA margin, incorporating Moody's standard
adjustments, to climb towards 20% and free cash flow to approach
$200 million by the end of 2019. The refinancing is credit positive
because it extends the maturity profile with little change in cash
interest costs, and Moody's expects Clean Harbors' free cash flow
to comfortably cover the slight increase in required term loan
amortization.
Moody's took the following rating actions on Clean Harbors, Inc.:
- Corporate Family Rating affirmed at Ba2
- Probability of Default Rating affirmed at Ba2-PD
- Secured term loan B, including proposed $350 million upsize,
downgraded to Ba1 (LGD2) from Baa3 (LGD2)
- Senior unsecured notes maturing 2021 affirmed at Ba3 (LGD5,
from LGD4)
- Outlook is stable
- Speculative Grade Liquidity rating affirmed at SGL-2
Moody's took no action on and expects to withdraw the following
rating upon closing of the proposed transaction:
- Senior unsecured notes maturing 2020 at Ba3 (LGD4)
RATINGS RATIONALE
Clean Harbors' Ba2 CFR reflects Moody's expectation for the company
to maintain its leading position across a number of the North
American hazardous and non-hazardous waste end markets. The rating
benefits from the company's unique collection of high-value assets
that generate a fairly stable recurring revenue stream in several
of its operating segments - Technical Services, Safety-Kleen - and
the formidable barriers to entry that it enjoys in these specialty
sectors of the waste industry. The rating is constrained by the
company's sizable exposure to the energy markets, both direct and
indirect, and the volatility in its Industrial and Field Services
segment which has experienced wide swings in results over the past
four years. Somewhat elevated debt-to-EBITDA leverage (near 4x) and
modest EBIT-to-interest coverage (mid-1x range) are also currently
weak for the rating but projected to improve over the next year.
Moody's expects Clean Harbors to maintain a good liquidity profile,
as reflected by the SGL-2 rating. In conjunction with a stronger
earnings profile, annual free cash flow should approach $200
million over the next 12-18 months. Because Clean Harbors used cash
to fund the Veolia acquisition, the cash position of $186 million
at March 31, 2018 is below the $250 million - $300 million range
Moody's expects the company to maintain over the long term. At Q1
2018, the company had approximately $237 million of availability
under its revolving credit facility after deducting outstanding
letters of credit -- there were no borrowings outstanding. The
nearest debt maturity assuming repayment of the $400 million senior
unsecured notes due 2020 is the $845 million senior unsecured notes
due June 2021.
The stable outlook reflects Moody's expectation that even with
modest, GDP-type growth rates in key end markets, the company's
collection of assets are well-positioned to generate steadily
stronger results through 2019. A more favorable product mix in
Industrial and Field Services and the addition of the Veolia
business should provide sustainability to stronger results.
Continued strength in key industrial sectors -- chemical,
manufacturing and energy -- such that asset utilization rates
increase and landfill tonnage trends higher could lead to an
upgrade. Margin improvement (EBIT margin trending towards 10%),
free cash flow-to-debt in the 10% range or debt-to-EBITDA
approaching 3x for an extended period of time could also result in
positive rating momentum. EBIT-to-interest nearing 3x and reduced
reliance on the energy sector would also be viewed favorably.
A decline in base business revenues and earnings, or a materially
lower incinerator utilization rate (currently in the high-80%
range) could result in a downgrade. Additionally, deterioration of
the liquidity profile, overly aggressive shareholder-friendly
initiatives or debt-financed acquisitions may lead to a downgrade.
On a metrics basis, free cash flow-to-debt falling below the
mid-single digits, debt-to-EBITDA exceeding 4x or EBIT-to-interest
weakening could create downward rating pressure.
Clean Harbors, Inc. provides environmental, energy and industrial
services throughout North America with services ranging from the
collection, packaging, transportation, recycling, treatment and
disposal of hazardous and non-hazardous waste; emergency spill
response; cleaning/remediation activities and oil re-refining. The
company reported revenues of $3 billion for the latest twelve
months ended March 31, 2018.
COMMUNITY HEALTH: Issues $3.1 Billion of 2023 & 2024 Notes
----------------------------------------------------------
CHS/Community Health Systems, Inc., a direct, wholly owned
subsidiary of Community Health Systems, Inc., completed its
previously announced offers to exchange (i) up to $1,925 million
aggregate principal amount of its new Junior-Priority Secured Notes
due 2023 in exchange for any and all of its $1,925 million
aggregate principal amount of outstanding 8.000% Senior Unsecured
Notes due 2019, (ii) up to $1,200 million aggregate principal
amount of its new 8.125% Junior-Priority Secured Notes due 2024 in
exchange for any and all of its $1,200 million aggregate principal
amount of outstanding 7.125% Senior Unsecured Notes due 2020 and
(iii) to the extent that less than all of the outstanding 2019
Notes and 2020 Notes were tendered in the Exchange Offers, up to an
aggregate principal amount of 2024 Notes equal to, when taken
together with the New Notes issued in exchange for the validly
tendered and accepted 2019 Notes and 2020 Notes, $3,125 million, in
exchange for its outstanding 6.875% Senior Unsecured Notes due
2022. The Exchange Offers expired at midnight, New York City time,
at the end of the day on June 19, 2018.
On June 22, 2018, the Issuer issued $1,770,337,000 aggregate
principal amount of 2023 Notes, which mature on June 30, 2023, and
$1,354,663,000 aggregate principal amount of 2024 Notes, which
mature on June 30, 2024. The terms of the 2023 Notes are governed
by an Indenture, dated as of June 22, 2018, among the Issuer, the
Company, the subsidiary guarantors and Regions Bank, as trustee and
collateral agent. The terms of the 2024 Notes are governed by an
Indenture, dated as of June 22, 2018, among the Issuer, the
Company, the subsidiary guarantors, the Trustee and the Collateral
Agent.
Interest on the 2023 Notes is payable semi-annually in arrears on
June 30 and December 31 at (i) 11.000% per annum from June 22, 2018
to, but excluding, June 22, 2019 and (ii) 9.875% per annum from
June 22, 2019 until maturity. Interest on the 2024 Notes is
payable semi-annually in arrears on June 30 and December 31 at a
rate of 8.125% per annum. The first interest payment date for each
series of New Notes will be Dec. 31, 2018.
Each series of New Notes is unconditionally guaranteed on a
junior-priority secured basis by the Company and each of the
Issuer's current and future domestic subsidiaries that provide
guarantees under the Issuer's senior secured credit facilities, the
Issuer's ABL facility and any capital market debt securities of the
Issuer.
Pursuant to a junior-priority collateral agreement, dated as of
June 22, 2018, among the Issuer, the grantors and Regions Bank, as
collateral agent, the ABL Intercreditor Agreement and the
Senior-Junior Intercreditor Agreement, each series of New Notes and
the related guarantees are secured by (i) second-priority liens on
the collateral that secures on a first-priority basis the Credit
Facilities (subject to certain exceptions) and the Issuer's
existing secured notes and (ii) third-priority liens on the
collateral that secures on a first-priority basis the ABL Facility
(and secures on a second-priority basis the Credit Facilities and
the Existing Senior-Priority Secured Notes), in each case subject
to permitted liens described in the Indentures. Each series of New
Notes is subject to the terms of three intercreditor agreements:
(1) the intercreditor agreement which governs the relative rights
of the secured parties in respect of the ABL Facility, the Credit
Facilities, the Existing Senior-Priority Secured Notes and the New
Notes, (2) the intercreditor agreement which governs the relative
rights of the secured parties in respect of the Credit Facilities,
the Existing Senior-Priority Secured Notes and each series of New
Notes and (3) the intercreditor agreement which governs the
relative rights of holders of each series of New Notes (and holders
of any future obligations secured on a pari passu basis with the
New Notes) (the "Pari Passu Intercreditor Agreement" and, together
with the ABL Intercreditor Agreement and the Senior-Junior
Intercreditor Agreement, the "Intercreditor Agreements"). Each of
the Intercreditor Agreements restrict the actions permitted to be
taken by the Collateral Agent with respect to the Collateral on
behalf of the holders of a series of New Notes.
Each series of New Notes and the related guarantees of each such
series are:
* effectively subordinated to any indebtedness with a senior-
priority lien, including the Existing Senior-Priority Secured
Notes, the Credit Facilities, the ABL Facility and the
guarantees in respect thereof, to the extent of the value of
the Collateral securing such obligations with a senior-
priority lien;
* effectively subordinated to any of the Issuer's or such
guarantor's existing and future indebtedness that is secured
by assets that do not secure such New Notes or the guarantees
thereof to the extent of the value of such assets (including
indebtedness under the Credit Facilities and the guarantees
thereof which are secured by certain pledges of subsidiary
stock that will not be pledged to secure the New Notes);
* structurally subordinated to all liabilities of the Issuer's
subsidiaries that do not guarantee such New Notes;
* subject to the above, ranked equal in right of payment to all
of the Issuer's and such guarantor's existing and future
indebtedness that is not subordinated in right of payment to
the Issuer's or such guarantor's obligations in respect of
such series of New Notes;
* ranked senior in right of payment to any of the Issuer's or
such guarantor's future indebtedness that is subordinated in
right of payment to the Issuer's or such guarantor's
obligations in respect of such series of New Notes; and
* effectively senior to all of the Issuer's and such
guarantor's existing and future unsecured indebtedness and to
all of the Issuer's existing and future secured indebtedness
that is secured by a lien on the Collateral that ranks junior
to the lien on such Collateral securing such series of New
Notes and the guarantees thereof to the extent of the value
of such Collateral (after giving effect to the prior
application of such value to holders of prior ranking liens
and the sharing of any remaining value with holders of equal
ranking liens), including indebtedness under the ABL Facility
to the extent of the value of the Non-ABL Priority Collateral
securing such indebtedness.
At any time prior to June 30, 2020, the Issuer may redeem some or
all of the 2023 Notes at a price equal to 100% of the principal
amount of the 2023 Notes redeemed plus accrued and unpaid interest,
if any, to, but excluding, the applicable redemption date plus a
"make-whole" premium, as described in the 2023 Notes Indenture. On
or after June 30, 2020, the Issuer may redeem some or all of the
2023 Notes at any time and from time to time at the redemption
prices set forth in the 2023 Notes Indenture, plus accrued and
unpaid interest, if any, to, but excluding, the applicable
redemption date. In addition, at any time prior to June 30, 2020,
the Issuer may redeem up to 40% of the aggregate principal amount
of the 2023 Notes with the proceeds of certain equity offerings at
the redemption price set forth in the 2023 Notes Indenture, plus
accrued and unpaid interest, if any, to, but excluding, the
applicable redemption date.
At any time prior to June 30, 2021, the Issuer may redeem some or
all of the 2024 Notes at a price equal to 100% of the principal
amount of the 2024 Notes redeemed plus accrued and unpaid interest,
if any, to, but excluding, the applicable redemption date plus a
"make-whole" premium, as described in the 2024 Notes Indenture. On
or after June 30, 2021, the Issuer may redeem some or all of the
2024 Notes at any time and from time to time at the redemption
prices set forth in the 2024 Notes Indenture, plus accrued and
unpaid interest, if any, to, but excluding, the applicable
redemption date. In addition, at any time prior to June 30, 2021,
the Issuer may redeem up to 40% of the aggregate principal amount
of the 2024 Notes with the proceeds of certain equity offerings at
the redemption price set forth in the 2024 Notes Indenture, plus
accrued and unpaid interest, if any, to, but excluding, the
applicable redemption date.
If the 2024 Notes would otherwise constitute "applicable high yield
discount obligations" within the meaning of Section 163(i)(1) of
the Internal Revenue Code of 1986, as amended, at the end of each
"accrual period" (as defined in Section 1272(a)(5) of the Code)
ending after the fifth anniversary of the 2024 Notes' issuance, the
Issuer will be required to redeem for cash a portion of each 2024
Note then outstanding equal to the "Mandatory Principal Redemption
Amount". The redemption price for the portion of each 2024 Note
redeemed pursuant to any Mandatory Principal Redemption will be
100% of the principal amount of such portion plus any accrued
interest thereon on the date of redemption. "Mandatory Principal
Redemption Amount" means, as of each AHYDO redemption date, the
portion of a 2024 Note required to be redeemed to prevent such 2024
Note from being treated as an "applicable high yield discount
obligation" within the meaning of Section 163(i)(1) of the Code.
No partial redemption or repurchase of the 2024 Notes prior to any
AHYDO redemption date pursuant to any other provision of the 2024
Notes Indenture will alter the Issuer’s obligation to make a
Mandatory Principal Redemption with respect to any 2024 Notes that
remain outstanding on any AHYDO redemption date.
If the Company or the Issuer experience a Change of Control (as
defined in each Indenture), the Issuer is required to offer to
repurchase each series of New Notes at 101% of the principal amount
of such series of New Notes plus accrued and unpaid interest, if
any, to, but excluding, the date of repurchase.
Restrictive Covenants and Events of Default. Each Indenture
contains covenants that, among other things, limit the Issuer's
ability and the ability of its restricted subsidiaries to:
* incur or guarantee additional indebtedness;
* pay dividends or make other restricted payments;
* make certain investments;
* incur restrictions on the ability of the Issuer's restricted
subsidiaries that are not guarantors to pay dividends or make
certain other payments;
* create or incur certain liens;
* sell assets and subsidiary stock;
* impair the security interests;
* transfer all or substantially all of the Issuer’s assets or
enter into merger or consolidation transactions; and
* enter into transactions with affiliates.
Each Indenture also prohibits the Issuer from purchasing,
repurchasing, redeeming, defeasing or otherwise acquiring or
retiring any outstanding 2019 Notes or 2020 Notes after the
consummation of the Exchange Offers with: (a) cash or cash
equivalents on hand as of the consummation of the Exchange Offers;
(b) cash generated from operations; (c) proceeds from assets sales;
or (d) proceeds from the issuance of, or in exchange for, secured
debt, in each case, prior to the date that is 60 days prior to the
relevant maturity dates of such 2019 Notes or 2020 Notes, as
applicable.
Each Indenture provides for customary events of default which
include (subject in certain cases to customary grace and cure
periods), among others, nonpayment of principal or interest, breach
of other agreements in each Indenture, failure to pay certain other
indebtedness, failure to pay certain final judgments, failure of
certain guarantees to be enforceable, failure to perfect certain
collateral securing each series of Notes and certain events of
bankruptcy or insolvency.
About Community Health
Community Health -- http://www.chs.net/-- is a publicly-traded
hospital company in the United States and an operator of general
acute care hospitals and outpatient facilities in communities
across the country. Community Health was originally founded in
1986 and was reincorporated in 1996 as a Delaware corporation. The
Company provides healthcare services through the hospitals that it
owns and operates and affiliated businesses in non-urban and
selected urban markets throughout the United States. As of Dec.
31, 2017, the Company owned or leased 125 hospitals included in
continuing operations, with an aggregate of 20,850 licensed beds,
comprised of 123 general acute care hospitals and two stand-alone
rehabilitation or psychiatric hospitals. Community Health is
headquartered in Franklin, Tennessee.
Community Health reported a net loss of $2.39 billion on $15.35
billion of net operating revenues for the year ended Dec. 31, 2017,
compared to a net loss of $1.62 billion on $18.43 billion of net
operating revenues for the year ended Dec. 31, 2016. As of March
31, 2018, Community Health had $17.31 billion in total assets,
$17.48 billion in total liabilities, $523 million in redeemable
non-controlling interests in equity of consolidated subsidiaries
and a total stockholders' deficit of $701 million.
* * *
In May 2018, S&P Global Ratings lowered its corporate credit rating
on Community Health Systems to 'CCC-' from 'CCC+' and placed the
rating on CreditWatch with negative implications. The CreditWatch
negative status reflects the possible distressed exchange of the
unsecured notes due in 2022.
Also in May 2018, Fitch Ratings downgraded Community Health
Systems' (CHS) Issuer Default Rating (IDR) to 'C' from 'CCC'
following the company's announcement of an offer to exchange three
series of senior unsecured notes due 2019, 2020 and 2022.
COUNTRY CLUB AT THE PARK: Aug. 2 Disclosure Statement Hearing
-------------------------------------------------------------
Judge Brenda Moody Whinery of the U.S. Bankruptcy Court for the
District of Arizona issued an order setting hearing on approval of
disclosure statement and deadline for filing proof of claim
explaining Country Club at the Park, LLC's plan.
August 2, 2018 at 10:45 A.M. in Courtroom No. 446, is fixed as the
hearing date on approval of the disclosure statement. Written
objection deadline of the disclosure statement is on July 26,
2018.
Class 2 under the plan consists of the claims of Tucson Federal
Credit Union. The holder of the allowed Class 2 Claim will be paid
in full plus interest at 4.5% per annum on the following schedule:
Beginning the first business day 30 days after the Effective Date
the Debtor will make monthly interest-only payments each month for
24 months. In months 25-95 after the first payment, the Debtor will
pay the holder of the allowed Class 2 claim principal and interest
based on a 25-year amortization schedule. The Debtor will pay all
remaining amounts due under the on the 96th month after the
Effective Date. The holder of the allowed Class 2 Claim will retain
its lien pursuant to the terms of its Deed of Trust, except that
the terms of such Deed of Trust, and all pre-bankruptcy loan
documents will be deemed modified to incorporate the new maturity
date and modified repayment terms, and any and all defaults arising
prior to the Effective Date will be deemed cured.
Class 5 under the plan consists of all unsecured claims. The Debtor
estimates unsecured claims to be less than $5,000. Holders of
Allowed Class 5 claims will be paid a pro rata share of the annual
distributions from the Unsecured Claim Fund each April 15th until
the earlier of the date all unsecured creditors are paid in full,
or April 15, 2022. This class is impaired.
Payments and distributions under the Plan will be funded by the
following: The Equity Contribution of the Class 6 Equity Security
Holders, Net income from leasing the Tucson, Arizona Property or
net revenue from the sale of the Property.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/azb4-17-12733-44.pdf
About Country Club at the Park, LLC
Country Club at the Park LLC, based in Tucson, Arizona, filed a
Chapter 11 petition (Bankr. D. Ariz. Case No. 17-12733) on October
26, 2017. Kasey C. Nye, Esq., at Kasey C. Nye, Lawyer, PLLC, serves
as bankruptcy counsel.
Country Club at the Park LLC filed as a Single Asset Real Estate
(as defined in 11 U.S.C. Section 101(51B)). The company owns in
fee simple interest a real property located at 600 South Country
Club Rd, Tucson, Arizona, valued by the Company at $2.59 million.
Its gross revenue amounted to $77,250 in 2016 and $234,235 in
2015.
In its petition, the Debtor estimated $2.62 million in assets and
$1.39 million in liabilities. The petition was signed by Clark
Vaught, trustee of manager.
The Debtor tapped Kasey C. Nye, Lawyer, PLLC, as its legal counsel.
DENT DEPOT: Aug. 1 Plan Confirmation Hearing
--------------------------------------------
Judge Robert L. Jones of the U.S. Bankruptcy Court for the Northern
District of Texas conditionally approved Dent Depot, LLC's
disclosure statement dated June 4, 2018.
The plan confirmation hearing is set for August 1, 2018 at 1:30
p.m. at the U.S. Courthouse located at 341 Pine Street, Room 2201,
Abilene, Texas, 79604.
The deadline to object to the confirmation of the plan and the
deadline for the ballot to be received by the Debtor's attorney is
July 16, 2018.
The Troubled Company Reporter previously reported that the Debtor
will pay unsecured claimants under the plan 25% of each respective
over a 120 month period at 0% interest beginning August 15, 2018.
Each monthly payment will be $1,465.96.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/txnb17-10311-72.pdf
About Dent Depot LLC
Dent Depot, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Tex. Case No. 17-10311) on Dec. 4,
2017. The Debtor estimated assets of less than $50,000 and
liabilities of less than $1 million. Judge Robert L. Jones
presides over the case. The Debtor is represented by Max R.
Tarbox, Esq., at Tarbox Law, P.C.
DOMINICA LLC: ECNL's First Mortgage Claim Increased to $490K
------------------------------------------------------------
Dominica, LLC, and Evangeline Martin submit a fourth amended
disclosure statement in conjunction with their fourth amended plan
of reorganization.
Class 1 under the fourth amended plan is the Allowed Endeavor
Capital North LLC First Mortgage Claim. The Allowed Endeavor
Capital North LLC First Mortgage Claim will equal:
$414,001.47 (amount due at Petition Date) + pendency 1 interest at
rate of 14% (estimated $121,073 through 9/30/18) + fees and costs
less adequate protection payments made by Debtor. This estimated
amount totals $490,000. No later than 14 days prior to the hearing
on confirmation, the Class 1 holder will submit its exact claim
amount. Estimated projected P&I payment under the plan is $2,494.
The estimated allowed claim in the previous plan was $477,718.17
The holder of the Allowed Class 1 Claim will receive upon the entry
of a Final Order allowing the Allowed Class 1 Claim as follows:
Payment in equal monthly installments of principal and interest,
with the first payment due on the 10th day of the first month
following the Effective Date and on the 10th day of the month
thereafter until paid in full, calculated and based upon a 30 year
amortization schedule commencing upon the Effective Date and
terminating on the 360th month from the Effective Date. Interest
will accrue at a rate of 5.5% fixed from the Effective Date through
the Due Date. The real estate taxes and insurance will be paid by
the Debtor directly to the applicable taxing authority and
insurance carrier.
A copy of the Fourth Amended Disclosure Statement is available at:
http://bankrupt.com/misc/mab16-13461-174.pdf
About Dominica LLC
Dominica LLC owns and manages the three family house known and
numbered as 20 Sutton Street, Boston (Mattapan) Massachusetts.
Dominica LLC filed a Chapter 11 petition (Bankr. D. Mass. Case No.
16-13461) on Sept. 8, 2016. In the petition signed by Evangeline
Martin, manager, the Debtor estimated assets and liabilities at
$500,001 to $1 million at the time of the filing. Michael Van Dam,
Esq., at Van Dam Law LLP, is the Debtor's bankruptcy counsel.
DORADO COMMUNITY: Court Confirms Amended Reorganization Plan
------------------------------------------------------------
Judge Mildred Caban Flores of the U.S. Bankruptcy Court for the
District of Puerto Rico approved Vega Dorado Community Health
Inc.'s amended disclosure statement and confirmed its amended plan
of reorganization dated April 7, 2018.
The Troubled Company Reporter previously reported that the amended
plan modified the treatment of Class 4 general unsecured
creditors.
On the consummation date, the entire Class 3 claimant will receive
from the Debtor a non-negotiable, non-interest bearing promissory
note, dated as of the Effective Date, providing for a total amount
of $5,000 which will be payable in consecutive monthly installments
of $83.33 during a period of five years, starting on the Effective
Date; with a monthly pro-rata distribution among all members of
this Class.
A full-text copy of the Amended Disclosure Statement is available
at:
http://bankrupt.com/misc/prb17-01565-11-96.pdf
About Dorado Community Health, Inc.
Dorado Community Health Inc., filed a Chapter 11 bankruptcy
petition (Bankr. D.P.R. Case No. 17-01565) on March 7, 2017,
disclosing under $1 million in both assets and liabilities. The
Debtor is represented by Jaime Rodriguez Perez, Esq. at Hatillo Law
Office.
The Debtor hired Fuertes & Fuertes Law Office, as counsel; and
Julio Borges-Alvarado, as accountant.
Acting United States Trustee, Guy G. Gebhardt, filed a Notice of
Appointment before the U.S. Bankruptcy Court for the District of
Puerto Rico naming Edna Diaz De Jesus as the Patient Care Ombudsman
for Dorado Community Health, Inc.
ENDURO RESOURCE: Income Tax Consequences Added in Joint Plan
------------------------------------------------------------
Enduro Resource Partners LLC and its debtor affiliates submit a
revised disclosure statement for its joint plan of liquidation
dated June 12, 2018.
This filing provides a summary of certain material U.S. federal
income tax consequences expected to result from the consummation of
the Plan.
The summary provides that the tax treatment of U.S. Holders and the
character, amount and timing of income, gain or loss recognized as
a consequence of the Plan and the distributions provided for by the
Plan may vary, depending upon, among other things: (i) whether the
Claim (or portion thereof) constitutes a Claim for principal or
interest; (ii) the type of consideration received by the U.S.
Holder in exchange for the Claim and whether the U.S. Holder
receives distributions under the Plan in more than one taxable
year; (iii) whether the U.S. Holder falls into any special class of
taxpayers; (iv) the manner in which the U.S. Holder acquired the
Claim; (v) the length of time that the Claim has been held; (vi)
whether the Claim was acquired at a discount; (vii) whether the
U.S. Holder has taken a bad debt deduction with respect to the
Claim (or any portion thereof) in the current or prior years;
(viii) whether the U.S. Holder has previously included in income
accrued but unpaid interest with respect to the Claim; (ix) the
method of tax accounting of the U.S. Holder; (x) whether the Claim
is an installment obligation for U.S. federal income tax purposes;
and (xi) whether the “market discount” rules are applicable to
the U.S. Holder. Therefore, each U.S. Holder should consult its tax
advisor for information that may be relevant to its particular
situation and circumstances, and the particular tax consequences to
such U.S. Holder of the transactions contemplated by the Plan.
A U.S. Holder of a First Lien Claim, a Second Lien Claim or a
General Unsecured Claim should generally be treated as receiving
its distributions of Cash and, if applicable, other property under
the Plan in a taxable exchange under Section 1001 of the IRC. Other
than with respect to any amounts received that are attributable to
accrued but untaxed interest (or original issue discount), each
U.S. Holder of such Claims should recognize gain or loss equal to
the difference between the (a) amount of Cash and fair market value
of other property actually or constructively received in exchange
for the Claim, and (b) such U.S. Holder's adjusted basis, if any,
in such Claim. A U.S. Holder's ability to deduct any loss
recognized on the exchange of its Claims will depend on such U.S.
Holder’s own circumstances and may be restricted under the IRC.
A copy of the Revised Disclosure Statement is available at:
http://bankrupt.com/misc/deb18-11174-183-1.pdf
About Enduro Resource
Enduro Resource Partners LLC and its subsidiaries are independent
oil and natural gas companies engaged in the acquisition,
exploration, exploitation, development, and operation of oil and
gas properties. They have operated and non-operated oil and gas
assets in Texas, Louisiana, New Mexico, North Dakota, and Wyoming,
as well as royalty interests in certain properties in Montana.
Enduro Resource Partners LLC and five affiliates filed for Chapter
11 bankruptcy protection (Bankr. D. Del. Lead Case No. 18-11174) on
May 15, 2018. Enduro Royalty Trust, a publicly-traded Delaware
statutory trust formed on May 3, 2011, has not filed a chapter 11
petition and will also continue to operate in the normal course.
In the petition signed by Kimberly A. Weimer, vice president and
CFO, the Debtors estimated $100 million to $500 million in assets
and liabilities.
The Hon. Kevin Gross presides over the case.
Michael R. Nestor, Esq., and Kara Hammond Coyle, Esq., at Young
Conaway Stargatt & Taylor, LLP; and George A. Davis, Esq., Caroline
A. Reckler, Esq., Matthew L. Warren, Esq., and Jason B. Gott, Esq.,
at Latham & Watkins LLP, serve as counsel to the Debtors. Evercore
Group, L.L.C. serves as the Debtors' financial advisor; and Alvarez
& Marsal North America, LLC, as the Debtors' restructuring advisor.
Kurtzman Carson Consultants LLC serves as the Debtors' claims and
noticing agent.
FARWEST PUMP: Aug. 2 Plan Confirmation Hearing
----------------------------------------------
Judge Brenda Moody Whinery of the U.S. Bankruptcy Court for the
District of Arizona issued an order approving the amended
disclosure statement determining that it contains adequate
information.
July 26, 2018 is fixed as the last date for filing written
objections to the confirmation of the Plan, and August 2, 2018 at
10:30 A.M., is fixed as the date of hearing of confirmation of the
Plan.
About Farwest Pump Company
Based in Tucson, Arizona, Farwest Pump Company --
http://farwestwell.com/-- is a small organization that provides
well drilling services to all of the southwest United States.
Farwest also offers a wide variety of related services including
sonar jet, municipal water systems, electrical control systems,
complete machine shop, and environmental and geothermal services.
Founded in 1982, Farwest is a licensed, bonded, and insured company
with locations in Tucson, Willcox and Las Cruces. It is owned and
operated by Clark and Channa Vaught.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Ariz. Case No. 17-11112) on September 20, 2017.
Channa Vaught, its president, signed the petition. At the time of
the filing, the Debtor disclosed $2.51 million in assets and $1.85
million in liabilities.
Judge Brenda Moody Whinery presides over the case.
FARWEST PUMP: Liquidation of Estate Property to Fund Committee Plan
-------------------------------------------------------------------
The Official Committee of Unsecured Creditors filed with the U.S.
Bankruptcy Court for the District of Arizona an amended disclosure
statement to accompany its liquidating plan for Farwest Pump
Company.
Class 4 under the latest Committee plan consists of the Secured
Claims of Bank of the West. The Debtor's Amended Schedule D filed
at Docket Entry 82 lists Bank of the West’s secured claim as
totaling $76,807.56. The value attributed to the Backhoes as listed
in the Debtor's Amended Schedule D totals $108,750. The Committee
believes each Backhoe has a fair market value of $70,000. To the
extent the Liquidating Plan Trustee surrenders either Backhoe to
Bank of the West, Bank of the West's secured claim shall be reduced
by the outstanding loan amount securing an interest in the
surrendered collateral.
The Liquidating Plan Trustee will:
* Determine whether the Backhoe not in Flaska JCB's possession
is subject to profitable leases. If so, the Liquidating Plan
Trustee may assume the lease through the Plan and continue to
collect lease payments for the duration of the lease. If the lease
is to be assumed, the lease will be identified as an assumed lease
in an exhibit attached to the Plan. The Liquidating Plan Trustee
will remit funds to Bank of the West in an amount necessary to
service the Bank of the West allowed secured claim, which will
equal the Effective Date Balance less the BOW Surrendered Amount.
Interest will accumulate at the lesser of 5% or the interest rate
contemplated under the note. After servicing the Bank of the West
allowed secured claim, the Liquidating Plan Trustee will remit any
remaining lease payment proceeds to the Liquidating Plan Trust.
Upon the expiration of the assumed lease, the Liquidating Plan
Trustee will liquidate the Bank of the West Collateral. Bank of the
West will retain its liens in the Backhoes;
* With respect to the Backhoe in Flaska JCB's possession, the
Liquidating Plan Trustee will sell that Backhoe with Bank of the
West’s lien to attach to the proceeds from the sale. To the
extent the second Backhoe is not subject to a profitable lease, the
Liquidating Plan Trustee will: (1) sell the Backhoe; (2) employ a
professional to auction the Backhoe; or (3) surrender the Backhoe
to Bank of the West. Bank of the West will have the right to credit
bid to the extent permitted by law. If a sale or auction of
Backhoes generates net proceeds, such proceeds will be remitted to
the Liquidating Plan Trust. If Backhoes are liquidated, any valid
and perfected liens shall attach to proceeds to the same extent,
priority, and validity as existed immediately prior to the Petition
Date unless such lien(s) are stripped by the Plan. To the extent
funds are available, the Liquidating Plan Trustee will remit
payment to all valid lienholders within 15 business days of his
receipt of the proceeds.
Any outstanding amounts owed by the Debtor to Bank of the West will
be treated as a Class 8 General Unsecured Claim.
The Plan will be funded through the liquidation of all Estate
Property, the collection of A/R, the collection of lease payments,
and through the pursuit of all Litigation Claims.
On the Effective Date, or as soon as practicable thereafter, the
Liquidating Plan Trustee will sell or surrender Estate Property
that does not generate income for the Liquidating Plan Trust. The
net proceeds from the sale(s) will be held by the Liquidating Plan
Trustee and distributed in accordance with this Plan. In the event
the Liquidating Plan Trustee is required to hire professional(s) to
liquidate any Estate Property, such employment and liquidation
shall be commercially reasonable as determined by the Liquidating
Plan Trustee. The Liquidating Plan Trustee shall have the absolute
and sole discretion to hire professionals to carry out the purpose
and intent of the Plan without Court approval.
The Troubled Company Reporter previously reported that Class 8
general unsecured creditors will receive a pro rata quarterly
distribution from the Liquidating Plan Trust with the first
distribution due at the end of the first full quarter following the
Effective Date.
A full-text copy of the Amended Disclosure Statement is available
at:
http://bankrupt.com/misc/azb4-17-11112-219.pdf
About Farwest Pump Company
Based in Tucson, Arizona, Farwest Pump Company --
http://farwestwell.com/-- is a small organization that provides
well drilling services to all of the southwest United States.
Farwest also offers a wide variety of related services including
sonar jet, municipal water systems, electrical control systems,
complete machine shop, and environmental and geothermal services.
Founded in 1982, Farwest is a licensed, bonded, and insured company
with locations in Tucson, Willcox and Las Cruces. It is owned and
operated by Clark and Channa Vaught.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Ariz. Case No. 17-11112) on September 20, 2017.
Channa Vaught, its president, signed the petition. At the time of
the filing, the Debtor disclosed $2.51 million in assets and $1.85
million in liabilities.
Judge Brenda Moody Whinery presides over the case.
Ilene J. Lashinsky, U.S. Trustee for the District of Arizona, on
Nov. 14 appointed three creditors to serve on the official
committee of unsecured creditors in the Chapter 11 case of Farwest
Pump Company.
FILBIN LAND: Seeks 120-Day Exclusive Periods Extension
------------------------------------------------------
Filbin Land & Cattle Co., Inc. asks the U.S. Bankruptcy Court for
the Eastern District of California to extend by 120 days the
exclusive periods for filing a Chapter 11 Plan of Reorganization
and a Disclosure Statement and for seeking acceptances of a Plan.
Unless extended, the exclusivity period provided in Bankruptcy Code
Section 1121(b) runs on July 16, 2018.
Filbin contends that this case involves more than $5 million of
assets and more than $2.5 million of secured debts. When combined
with the related Jeffrey Arambel case, they involve approximately
$200 million in assets and more than $50 million in debt.
Filbin mentions that the time to file non-governmental claims in
this case ran on May 16, 2018, and several large claims were filed
on or shortly before the deadline, including a claim for more than
$40 million.
In addition, Filbin has filed Motions to effect an Initial Sale of
a portion of its property and those Motions are set for hearing on
July 12, 2018 and would generate proceeds of approximately $2.5
million in mid-September, approximating the aggregate of its
secured debt.
Filbin has filed an Initial Plan in order to meet the requirements
of Section 362(d)(3). Thereafter, Filbin filed a Disclosure
Statement and Plan of Reorganization. Although Filbin has taken the
Disclosure Statement hearing off-calendar -- believing that until
the Initial Sale has become certain it is premature as a prudential
matter -- Filbin may restore the Disclosure Statement and Plan to
calendar promptly after the Initial Sale has become more certain.
About Filbin Land & Cattle Co.
Filbin Land & Cattle Co., Inc., is a privately-held company in
Patterson, California, engaged in the cattle business. It is a
merchant wholesaler of raw farm products.
Filbin Land & Cattle Co. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Cal. Case No. 18-90030) on Jan. 17,
2018. In the petition signed by Jeffery Edward Arambel, president
and CEO, the Debtor estimated assets of $1 million to $10 million
and liabilities of $50 million to $100 million.
Judge Ronald H. Sargis presides over the case.
The Debtor tapped St. James Law P.C. as its bankruptcy counsel.
Arch & Beam Global, LLC, is the financial advisor.
FULCRUM EXPLORATION: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Fulcrum Exploration, LLC
3700 River Walk Drive, Suite 175
Flower Mound, TX 75028
Business Description: Fulcrum Exploration, LLC --
http://www.fulcrumexploration.com--
is a Texas-based independent oil and gas
company experienced in exploration and
production. The company is actively
developing its producing properties and is
engaged in efforts to acquire additional
undeveloped leaseholds. Fulcrum's
operational experience also includes
successfully reworking mature fields to
recover additional reserves and prolong
production. Fulcrum operates producing
leases in both Tillman County and Jackson
County Oklahoma.
Chapter 11 Petition Date: June 24, 2018
Case No.: 18-32070
Court: United States Bankruptcy Court
Northern District of Texas (Dallas)
Judge: Hon. Stacey G. Jernigan
Debtor's Counsel: Jason Patrick Kathman, Esq.
PRONSKE GOOLSBY & KATHMAN, P.C.
2701 Dallas Parkway, Suite 590
Plano, TX 75093
Tel: (214) 658-6500
Fax: (214) 658-6509
Email: jkathman@pgkpc.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Derek Jensen, president.
The Debtor failed to incorporate in the petition a list of its 20
largest unsecured creditors.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/txnb18-32070.pdf
GARCES RESTAURANT: Seeks Access to Amex Bank Cash Collateral
------------------------------------------------------------
Garces Restaurant Group, Inc., d/b/a Garces Group, and its
affiliates seek authorization from the U.S. Bankruptcy Court for
the District of New Jersey to use the cash collateral of American
Express National Bank f/k/a American Express Bank, FSB.
Pursuant to that certain Business Loan and Security Agreement
between Amex Bank and Debtors Garces Catering 300, LLC, Latin
Quarter Concepts, LLC and La Casa Culinary, LLC (the "Contract
Debtors"), American Express loaned $1,000,000 to the Contract
Debtors, secured by, among other things, a lien and security
interest in substantially all of the Debtors' assets.
Pursuant to the Loan Agreement, the Contract Debtors authorized and
directed Amex Bank to contact American Express Travel Related
Services Company, Inc., which operates as an American Express
credit card processor for the Debtors pursuant to a "Card
Acceptance Agreement", and instruct Amex Travel to remit the amount
equal to the Repayment Rate of the Settlement Amounts to Amex Bank,
rather than to disburse such amounts to the Contract Debtors until
such time as the loan is repaid in full.
Notwithstanding the Debtors' bankruptcy filings, Amex Travel
continued collecting monies equal to the Repayment Rate of the
Settlement Amounts for the benefit of Amex Bank, and transferring
the remainder, if any, to the Debtors. During the post-petition
period, the Repayment Rate was increased by Amex Bank, without
notice to the Debtors, initially from 12% to 31%, and then from 31%
to 100%. Since May 26, 2018, the date upon which Amex Travel began
retaining and transferring 100% of the Settlement Amounts for the
benefit of Amex Bank, the Debtors have not received any Settlement
Amounts from American Express credit card purchases.
Now, the Debtors require immediate authority to use cash collateral
in order to continue their business operations without interruption
toward the objective of formulating an effective plan of
reorganization. The Debtors assert that they cannot continue to
provide post-petition goods and services to customers without
receiving any of the revenues resulting therefrom because Amex is
seizing those customer revenues in repayment of prepetition debt.
To adequately protect Amex Bank's interests during the period of
the Budget, the Debtors propose in their Interim Order to grant
Amex Bank adequate protection in the form of monthly adequate
protection payments. These payments will equate to 12% of the
Settlement Amounts received from American Express credit card
customers of the Debtors.
The Debtors submit that the proposed protections are appropriate to
adequately protect Amex Bank's interests. The Debtors claim that
Amex Bank's collateral is not declining in value during the period
covered by the Cash Collateral Period.
Liquor licenses are a significant asset of the Debtors and maintain
a stable value. As additional adequate protection, the Debtors note
that the Amended and Restated Asset Purchase Agreement by and among
the Debtors and 3BM1, LLC, attached to the Court's Bid Procedures
Order provides that the purchaser of the Debtors' assets will
assume the Amex debt associated with the Loan Agreement. And, in
order for other bidders to be considered Qualified Bidders with
"higher and better" offers under this Court's Bid Procedures Order,
any higher bidder will be required, in all likelihood, to similarly
provide for the repayment and or assumption of the Amex debt in
full.
The Debtors believe that through the use of cash collateral, the
Debtors will be able to maintain their operations as a going
concern post-petition while protecting and preserving and enhancing
the value of their collateral for the benefit of Amex Bank, other
creditors, and the estates. Thus, the best way to ensure that Amex
Bank's security interests are not jeopardized is through the use of
their cash collateral.
A full-text copy of the Cash Collateral Motion is available at
http://bankrupt.com/misc/njb18-19054-278.pdf
About Garces Restaurant Group
Garces Restaurant Group, Inc., which conducts business under the
name Garces Group, is a Philadelphia-based hospitality group
operating more than a dozen restaurants from Philadelphia to New
York City, including Amada, Distrito, Tinto, Village Whiskey,
Garces Trading Company, JG Domestic, Volver, The Olde Bar, Buena
Onda, Ortzi, a Spanish Basque-inspired restaurant, at the new LUMA
Hotel Times Square and three restaurants, Okatshe, Olon and Bar
Olon at Tropicana Atlantic City. Garces Events is a full-service
catering and event division with exclusive venues such as Kimmel
Center for the Performing Arts, Cira Centre and CHUBB Hotel &
Conference Center, among others. The group also offers additional
services through the Garces Foundation, a philanthropic
organization dedicated to Philadelphia's underserved immigrant
community; and Luna Farm, Chef Garces' 40-acre farm in Bucks
County, Pennsylvania.
Garces Restaurant Group and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Lead Case No.
18-19054) on May 2, 2018.
In the petitions signed by John Fioretti, interim CEO, Garces
Restaurant estimated assets of $100,000 to $500,000 and liabilities
of $1 million to $10 million.
Judge Jerrold N. Poslusny Jr. presides over the cases.
The Debtors tapped Porzio, Bromberg & Newman, P.C., as their legal
counsel; Eisneramper LLP as financial advisor; and Cohnreznick
Capital Market Securities, LLC as investment banker and placement
agent.
GARRETT PROPERTIES: HNB Files Protective Objection to Plan Outline
------------------------------------------------------------------
The Huntington National Bank filed a protective objection to
Garrett Properties, LLC's third amended disclosure statement dated
May 11, 2018.
On May 14, 2018 the Court entered the "Agreed Order Resolving
Debtor's Objection to Proof of Claim 2-1."
The terms of the Agreed Order are that the secured portion of Claim
No. 2-1 is $292,500 payable at 5.5% interest over 60 months at
$2,250 per month with the balance to then balloon and become due
and payable.
The Agreed Order provides that the interest rate on the secured
claim is 5.5%, however, the Amended Disclosure Statement and
Amended Plan state the interest rate is 5.5% and then add "(prime
plus 1.5%)." The language "(prime plus 1.5%)" is not accurate and
should be removed.
HNB anticipates an agreed order being submitted which corrects the
secured amount and interest rate but files the protective objection
in order to meet the deadline set by the Court for objections.
A copy of HNB's Protective Objection is available at:
http://bankrupt.com/misc/wvsb2-15-20085-240.pdf
As previously reported by the Troubled Company Reporter, the Debtor
filed a Third Amended Disclosure Statement saying that it has
undertook negotiations with Huntington's new counsel, which
resulted to an agreed order, which resolved substantially all
issues between the Debtor and the Bank. Under the Third Amended
Disclosure Statement, Huntington will be paid $2,250 per month at
5.5% over 15 years, with a five-year balloon.
A full-text copy of the Third Amended Disclosure Statement is
available at:
http://bankrupt.com/misc/wvsb15-20085-233.pdf
Counsel for The Huntington National Bank:
Janet Smith Holbrook WV Bar No. 5853
Dinsmore & Shohl, LLP
611 Third Avenue
Huntington, WV 25701
Tel (304) 691-8330 / Fax (304) 522-4312
INTERNET E-MAIL: janet.holbrook@dinsmore.com
About Garrett Properties
Headquartered in Charleston, West Virginia, Garrett Properties,
LLC, is a limited liability company. Since Aug. 17, 2004, the
Debtor has been in the business of owning, holding and renting
commercial and residential real estate.
The Debtor filed for Chapter 11 bankruptcy protection (Bankr. S.D.
W.V. Case No. 15-20085) on Feb. 24, 2015, estimating its assets and
liabilities at between $1 million and $10 million each.
Judge Ronald G. Pearson presides over the case.
James M. Pierson, Esq., at Pierson Legal Services, serves as the
Debtor's bankruptcy counsel.
GMD SERVICES: Has Authorization to Use Cash Collateral
------------------------------------------------------
The Hon. Robert Berger of the U.S. Bankruptcy Court for the
District of Kansas authorized GMD Services, LLC, to use cash
collateral.
Pursuant to filed liens, the Debtor is indebted to First Option
Bank and the Internal Revenue Service, which hold security
interests in and liens upon Debtor's cash, account receivables, and
inventory. First Option Bank and IRS claim a secured interest in
cash collateral.
In return for First Option Bank' and IRS' consent to the Debtor's
use of the cash collateral in which First Option Bank and IRS have
a secured interest, and as adequate protection, First Option Bank
and IRS are granted:
(a) replacement liens in post-petition cash collateral
(including cash, accounts, accounts receivable, inventory and the
proceeds thereof) of the Debtor to the same extent that First
Option Bank and IRS have valid liens on pre-petition cash
collateral;
(b) The Debtor will, at all times, maintain its cash,
accounts, accounts receivable, and inventory in the sum of at least
$50,000;
(c) The Debtor will timely file all post-petition tax returns
and will make timely deposits of all post-petition taxes;
(d) The Debtor agrees to pay $5,169.33 to First Option Bank
and $3,000 to the IRS on or before April 6, 2018, with identical
$5,169.33 and $3,000.00 amounts to be paid to the First Option Bank
and IRS on or before the first day of each succeeding month, until
confirmation of the Debtor's Plan of Reorganization;
(e) The Debtor will serve copies of its monthly operating
reports upon counsel for the IRS, Dennis R. Onnen, at 2345 Grand
Blvd., Suite 301, Kansas City, Missouri 64108 on the same day they
are filed with the U.S. Trustee or the Court;
(f) To the extent the adequate protection provided to First
Option Bank and IRS proves to not be adequate to protect First
Option Bank and IRS against a post-petition diminution in the value
of their collateral arising from the stay of action against such
property from the use, sale or lease of such property under section
363, or from the granting of a lien under section 364(d), within
the meaning of Section 507(b), then First Option Bank and/or IRS
are granted and are entitled to have their claims for such
diminution in value of collateral allowed as a superpriority
administrative expense pursuant to section 507(b).
The monthly payment to the Bank will be sent to: First Option Bank,
21101 W. 223rd St., Spring Hill, KS 66083. The monthly payment to
the IRS will be sent to: IRS Insolvency Unit, Attn: Lynda Walker,
Mail Stop-5334LSM, 2850 NE Independence Ave., Lee's Summit, MO
64064.
A full-text copy of the Order is available at
http://bankrupt.com/misc/ksb18-20374-67.pdf
About GMD Services
GMD Services, LLC, is a fiber and utility installer with a location
at 17140 US 169 Highway, Olathe, KS. GMD Services sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Kan.
Case No. 18-20374) on March 6, 2018. At the time of the filing,
the Debtor estimated assets of less than $1 million and liabilities
of $1,000,000 to $10 million.
Judge Robert D. Berger presides over the case.
Colin N. Gotham of Evans & Mullinix, P.A., is the Debtor's counsel.
JHC Accounting is the accountant.
GOLF CARS: Plan Outline Okayed, Plan Hearing on Aug. 1
------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas will
consider approval of the Chapter 11 plan of reorganization at a
hearing on August 1.
The hearing will be held at 1:30 p.m., at Room 2201.
The court will also consider at the hearing final approval of the
company's disclosure statement, which it conditionally approved on
June 11.
The order set a July 16 deadline for creditors to file their
objections and submit ballots of acceptance or rejection of the
plan.
For Class 4 Unsecured Claims, the Debtor will pay 25% of each
respective over a 120 month period at 0.0% interest beginning
August 15, 2018. Each monthly payment will be $370.56. The plan
provides that Jeffrey Todd Stevenson retains his ownership
interest.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/txnb17-10312-84.pdf
About Golf Cars of West Texas
Golf Cars of West Texas, LLC, sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. N.D. Tex. Case No. 17-10312) on Dec. 4,
2017. At the time of the filing, the Debtor estimated
Judge Robert L. Jones presides over the case. Tarbox Law P.C. is
the Debtor's legal counsel.
H & S BUSINESS: Taps Joyce W. Lindauer as Legal Counsel
-------------------------------------------------------
H & S Business LLC seeks approval from the U.S. Bankruptcy Court
for the Eastern District of Texas to hire Joyce W. Lindauer
Attorney, PLLC as its legal counsel.
The firm will assist the Debtor in the preparation of a plan of
reorganization and will provide other legal services related to its
Chapter 11 case.
The firm will charge these hourly rates:
Joyce W. Lindauer $395
Sarah M. Cox, $225
Jeffery M. Veteto $195
Dian Gwinnup, Paralegal $125
Lindauer received a retainer of $5,000, which included the filing
fee of $1,717.
Joyce Lindauer, Esq., at Lindauer, disclosed in a court filing that
she and the firm's members and contract attorneys are
"disinterested" as defined in section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
Joyce W. Lindauer, Esq.
Sarah M. Cox, Esq.
Jeffery M. Veteto, Esq.
Joyce W. Lindauer Attorney, PLLC
12720 Hillcrest Road, Suite 625
Dallas, TX 75230
Telephone: (972) 503-4033
Facsimile: (972) 503-4034
Email: joyce@joycelindauer.com
About H & S Business LLC
H & S Business LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Texas Case No. 18-41199) on June 4,
2018. At the time of the filing, the Debtor estimated assets of
less than $500,000 and liabilities of less than $1 million. Judge
Brenda T. Rhoades presides over the case.
H MELTON VENTURES: Agreed 2nd Interim Cash Collateral Order Entered
-------------------------------------------------------------------
The Hon. Russell F. Nelms of the U.S. Bankruptcy Court for the
Northern District of Texas has entered an agreed second interim
order authorizing H. Melton Ventures, LLC, and and Henry J. Melton,
II extended use of cash collateral only under the terms and
conditions imposed by the Budget.
The approved cash collateral budget provides total monthly expenses
of $5,150. The Budget will last 60 days from May 1, 2018. The
Debtor will be entitled to use an additional $3,500 per month, or a
total of $7,000 of cash collateral under the terms and conditions
of the Budget and the Agreed Second Interim Order. The Cash
Infusion will come from money that is held by the Trustee. On May
1, 2018 the Trustee will deliver to the Debtor the first Cash
Infusion installment of $3,500, and then, 30 days later, the second
Cash Infusion installment of $3,500.
The delivery of each Cash Infusion installment will be done as
follows:
First, $1,500 of the $3,500 will be applied to the monthly
child support payment for May and June, 2018 as provided in the
Budget and the Trustee is directed to make those payments to
Catherine Roock directly on May 1, 2018 and June 1, 2018, payable
to Catherine Roock, c/o Robert P. Franke, Clark, Hill, Strasburger
& Price, LLC, 901 Main Street, Suite 6000, Dallas, Texas 75202;
Second, $500 of the $3,500 will be applied to the past due
child support payment for March and April, 2018, under the Agreed
Interim Cash Collateral Order leaving a balance of $2,000 in past
due child support under the First Interim Order and the Trustee is
directed to make those payments on May 1 and June 1, 2018 to
Catherine Roock. The past due balance of $2,000 under the First
Interim Order will be satisfied from the net proceeds of sale after
deduction of costs of sale including but not limited to Trustee's
commission and fees concerning Sports Memorabilia. If not
satisfied, any balance will be satisfied from net proceeds of the
sale after deduction of costs of sale including but not limited to
Trustee's commission and fees concerning the real property known as
the Carnegie Property by payment to Catherine Roock within 3 days
after the Trustee obtains custody and control of the sale of the
Carnegie property.
Third, the Trustee is directed to provide $1,500 directly to
the Debtor for the months of May and June on May 1 and June 1, 2018
payable to Henry J. Melton for use under the agreed budget. The
amounts paid to Catherine Roock will be applied to the Debtor's
outstanding post-petition child support obligation.
The Debtor will vacate his residence at The W on or before July 1,
2018. Under any future extension permitting the use of cash
collateral, the Debtor will not be entitled to spend more than $969
per month on rent or a mortgage payment.
The Debtor will permit the Trustee to come upon and enter his
residence and premises and take possession of all of the sports
memorabilia that is in his possession, custody or control (but not
in the possession, custody or control of the Receiver). The
Trustee will itemize, market and sell the Sports Memorabilia
subject to filing a motion to sell and obtaining an order from the
Court to sell that Sports Memorabilia. The Trustee will retain
possession of the sale proceeds of the Sports Memorabilia in a
Trustee bank account until further order of the court.
As adequate protection for the use of cash collateral, the Trustee
will be given a replacement lien in the amount of $11,000 plus
additional amounts for expenditures of cash collateral that the
Debtor previously spent that were over $2,000 each and without the
written permission of the Trustee or an order of the Court, on (a)
all of the Debtor's exempt assets; and (b) the proceeds from the
sale of the Sports Memorabilia.
When the Sports Memorabilia is sold by the Trustee under the terms
and conditions of this Order, after payment of Catherine Roock past
due child support, the next $11,000 and amounts that the Debtor
previously spent with cash collateral over $2,000 per expenditure
without the written permission of the Trustee or an order of this
Court will be paid to the Trustee to replenish the cash collateral
that the Debtor had previously spent.
A full-text copy of the Agreed Second Interim Cash Collateral Order
is available at
http://bankrupt.com/misc/txnb17-43922-253-bgt.pdf
About H Melton Ventures
H Melton Ventures LLC, based in Arlington, Texas, filed a Chapter
11 petition (Bankr. N.D. Tex. Case No. 17-43922) on Sept. 28, 2017,
estimating $1 million to $10 million in both assets and
liabilities, with the petitions signed by Michael Warden, its
manager. Chapter 11 cases were also commenced by Michael G. Warden
(Case No. 17-33888) and Henry J. Melton, II (Case No. 17-44206). A
related case, H. Melton Ventures RD, LLC, Case No. 17-44521, was
also filed on Nov. 6, 2017.
Mr. Melton, a resident of Dallas County, is the 90% owner,
president and CEO of HMV. Mr. Warden, the manager, is the 10%
owner.
The Hon. Russell F. Nelms presides over the cases.
David D. Ritter, Esq., at Ritter Spencer PLLC, serves as bankruptcy
counsel to HMV. Wiley Law Group, PLLC, is counsel to Mr. Melton,
and Melton Ventures RD.
A Chapter 11 Trustee was appointed for both HMV and Melton in
December 2017.
Marilyn Garner was appointed as the Chapter 11 Trustee for HMV.
She tapped Cavazos, Hendricks, Poirot & Smitham, P.C., in Dallas,
Texas, as counsel.
Scott M. Seidel is the Chapter 11 Trustee for Mr. Melton's estate.
Mr. Seidel retained his own firm, Seidel Law Firm, in Plano, Texas,
as his general counsel in the case.
HHH CHOICES: Subordinated Claimants Added in New Liquidation Plan
-----------------------------------------------------------------
Hebrew Hospital Senior Housing, Inc. filed with the U.S. Bankruptcy
Court for the Southern District of New York an amended disclosure
statement for its chapter 11 plan of liquidation dated June 8,
2018.
This liquidation plan adds the Subordinated Claimants in Class 4.
The holder of the Allowed Subordinated Claim shall receive a
distribution of Cash from the Net Proceeds remaining, if any, after
payment in full of all Allowed Unsecured Claims until such holder
receives 100% of the Allowed amount of its Allowed Claim without
interest. The Debtor estimates that the recovery for the holder of
the Allowed Subordinated Claim will be 0%. Class 4 is an Impaired
Class that is entitled to vote on the Plan.
A full-text copy of the Amended Disclosure Statement is available
at:
http://bankrupt.com/misc/nysb15-11158-883.pdf
About HHH Choices Health Plan
Three alleged creditors owed about $1.9 million submitted an
involuntary Chapter 11 petition for HHH Choices Health Plan, LLC,
on May 4, 2015 (Bankr. S.D.N.Y. Case No. 15-11158) in Manhattan.
The petitioners are The Royal Care, Inc., (allegedly owed
$772,762), Amazing Home Care Services ($1,178,752), and InterGen
Health LLC ($42,298), all claiming that they are owed by the Debtor
for certain services rendered. They all tapped Marc A. Pergament,
Esq., at Weinberg, Gross & Pergament, LLP, in Garden City, New
York, as counsel.
With the consent from the board of directors, HHH Choices filed a
notice of consent to order for relief on June 1, 2015, and an order
for relief was entered on June 22, 2015. HHH Choices was engaged in
operating a managed long-term care program ("MLTCP"). HHH Choices,
which essentially was a health insurance maintenance plan, sold its
business in 2015.
On Dec. 9, 2015, Hebrew Hospital Senior Housing, Inc., commenced a
Chapter 11 case (Bankr. S.D.N.Y. Case No. 15-13264). HHSH is
engaged in the sponsorship and operation of a 120-unit continuing
care retirement community ("CCRC") with ancillary components
consisting of; a 20 bed skilled nursing facility ("SNF"), which
includes an adult day healthcare program ("ADHCP"), and a 10-bed
enriched housing unit. These programs are commonly known as,
Westchester Meadows and Fieldstone.
On Jan. 8, 2016, Hebrew Hospital Home of Westchester, Inc.,
commenced a Chapter 11 Case (Case No. 16-10028). HHHW's
predecessor, Hebrew Hospital Home, Inc. owned and operated a
480-bed skilled nursing facility located in the Bronx. In 1998,
HHHW opened a new 160-bed facility situated at 61 Grasslands Road,
Valhalla, New York. HHHW sold the Bronx SNF in 2007 and the
Westchester SNF in mid-2015. HHHW no longer has any active business
operations. However, it still has responsibilities to wind-up its
affairs, including finishing any remaining billing and processing,
filing reports with regulatory agencies and closing its books and
records. The true-up process and final reconciliation with the
purchasers of the Westchester SNF is incomplete.
The Debtors sought and obtained an order directing joint
administration of their cases under Case No. 15-11158.
Judge Michael E. Wiles oversees the cases.
Mary Frances Barrett is president of all of the Debtors.
The Debtors tapped Harter Secrest & Emery LLP as counsel and
Getzler Henrich & Associates LLC as financial advisor.
The Office of the U.S. Trustee appointed five creditors of HHH
Choices to serve on an official committee of unsecured creditors.
The HHH Choices Committee tapped Farrell Fritz, P.C., as counsel.
William K. Harrington, U.S. Trustee for Region 2, appointed five
creditors of Hebrew Hospital Home of Westchester Inc., an affiliate
of HHH Choices Health Plan LLC, to serve on an official committee
of unsecured creditors. The Hebrew Hospital Committee tapped Duane
Morris as counsel and Alston & Bird LLP as counsel.
The Official Committee of Unsecured Creditors of Hebrew Hospital
Senior Housing, Inc., hired Bragar Eagel & Squire, P.C., as special
litigation counsel.
* * *
Hebrew Hospital Home of Westchester, Inc., and its Official
Committee of Unsecured Creditors filed a joint Chapter 11 plan of
liquidation on Aug. 10, 2017.
The Official Committee of Unsecured Creditors of HHH Choices Health
Plan filed a Chapter 11 plan of liquidation for the Debtor on Aug.
15, 2017.
Hebrew Hospital Senior Housing, Inc., on April 18, 2018, filed a
Chapter 11 Plan of Liquidation. The Plan is not jointly filed by
the Official Committee of Unsecured Creditors.
HORNBECK OFFSHORE: Moody's Affirms 'Caa3' CFR & Sr. Unsec. Rating
-----------------------------------------------------------------
Moody's Investors Service appended Hornbeck Offshore Services,
Inc.'s Caa3-PD Probability of Default Rating (PDR) with a "/LD"
designation indicating limited default resulting from its June 2017
debt for equity exchange. Concurrently, Moody's affirmed Hornbeck's
Corporate Family Rating (CFR) and unsecured notes rating of Caa3.
The Speculative Grade Liquidity (SGL) Rating of SGL-3 was
unchanged. The rating outlook remains negative.
In June 2017, Hornbeck used $149 million of cash from its first
lien credit facility and balance sheet cash to exchange and
repurchase $200 million of its outstanding 2019 convertible senior
notes and $8 million of its outstanding 2020 unsecured notes.
Moody's considers Hornbeck's exchange and repurchase as a
distressed exchange for its rated debt and it is an event of
default under Moody's definition of default. Moody's appended the
Caa3-PD PDR with a "/LD" designation indicating limited default.
The "/LD" designation will be removed three business days
hereafter.
Debt List:
Affirmations:
Issuer: Hornbeck Offshore Services Inc.
Corporate Family Rating, Affirmed Caa3
Probability of Default Rating, Affirmed Caa3-PD (appended /LD)
Senior Unsecured Notes, Affirmed Caa3 (LGD4)
Outlook Actions:
Issuer: Hornbeck Offshore Services Inc.
Outlook, Negative
RATINGS RATIONALE
Hornbeck's Caa3 CFR reflects its refinancing risk due to continued
stress in offshore services activity, and unlikely prospect of a
meaningful recovery in the offshore drilling activity through at
least mid-2019. Moody's expects a protracted period of low
utilization rates and dayrates for the offshore supply vessel
industry at least through 2019. Hornbeck will be challenged to
generate positive free cash flow through 2018 and will likely
utilize its balance sheet cash to offset the cash flow deficit.
Although Hornbeck's cash flow for the fourth quarter 2017 provided
modest relief due to temporarily high utilization of the
Multi-Purpose Support Vessels (MPSVs), it is not a reliable
indicator of recovery in the sector. The continuation of anemic
offshore activity into 2019 will continue to render Hornbeck's
financial leverage metrics unsustainably high increasing the risk
of potential balance sheet restructuring. To alleviate its debt
load, Hornbeck could continue to execute open market debt purchases
at steep discount to the par value.
Hornbeck's senior unsecured notes - 5.875% $375 million notes due
2020 ($367 million outstanding as of March 31, 2018 and 5% $450
million notes due 2021 ($450 million outstanding as of March 31,
2018) -- are rated Caa3, the same as the CFR. The senior unsecured
notes are subordinated to the $300 million first lien delayed-draw
term loan credit facility due June 2023 and the credit facility's
priority claims to certain of the company's assets. However, given
the significant collateral value in its vessels supported by its
high-quality fleet that includes higher valued MPSVs and a large
asset base, relative to the size of the credit facility, and the
larger amount of the senior unsecured notes, the senior notes are
rated at the Caa3 CFR level.
The negative outlook reflects the likelihood of protracted period
of weak utilization and day rate environment leading to a continued
deterioration in the company's credit metrics, potentially
resulting in distressed exchanges or balance sheet restructuring.
A downgrade could occur if the company does not maintain compliance
with the loan documents or performs balance sheet restructuring.
The ratings are not likely to be upgraded at least through 2018
given the protracted weakness in the offshore services activity.
Should a rise in utilization rates and dayrates contribute to a
debt to EBITDA ratio sustaining below 7.0x, combined with at least
adequate liquidity, Hornbeck's ratings could be upgraded.
The principal methodology used in these ratings was Global Oilfield
Services Industry Rating Methodology published in May 2017.
Hornbeck Offshore Services, Inc. (Hornbeck) is a Covington,
Louisiana based marine transportation service provider that serves
customers in the offshore oil and gas and construction industries,
as well as the US military.
HUSA INC: Plan Confirmation Deadline Moved to August 31
-------------------------------------------------------
The Hon. Marvin Isgur of the U.S. Bankruptcy Court for the Southern
District of Texas, at the behest of HUSA, Inc., and its
debtor-affiliates, has extended to August 31, 2018 the deadline for
the Debtors to confirm their plan of reorganization as amended
and/or modified.
The Troubled Company Reporter has previously reported that the
Debtors asked the Court to extend the time period within which to
obtain confirmation of their plan of reorganization to August 3,
2018.
On March 26, 2018, the Debtors' filed their initial plan or
reorganization and disclosure statement in support of that plan.
During the May 2, 2018 hearing on approval of the disclosure
statement, the Debtors' counsel announced certain amendments they
wished to make to the disclosure statement and plan prior to
approval. Accordingly, on May 10, 2018, the Debtors filed their
amended plan and amended disclosure statement.
Under the Debtors' plan, the assets of five of the Debtors are
being sold at auction. The Court has approved procedures for those
auctions, but the process has just begun and will not conclude
until the end of June. The Court has already set confirmation for
July 2, 2018, so there is no unreasonable delay to creditors.
The exclusivity period for filing a plan of reorganization expired
on April 3, 2018. The Debtors' plan was filed within that
exclusivity period. However, the exclusivity period for confirming
the plan will expire on June 4, 2018.
Accordingly, the Debtors asked the Court that the exclusivity
period for confirmation to be extended to Aug. 3, 2018, in case the
confirmation hearing is not completed or is continued for some
reason past the July 2, 2018 hearing date.
About HUSA, Inc.
Based in Houston, Texas, HUSA Management is a privately held
corporation owned by Larry Martin and Edgar Carlson. The company
portfolio includes brands like Baker St. Pub & Grill, Sherlock's
Pub & Grill, Sherlock's Pub, Local Pour, Restless Palate, Big Texas
Ice House & Dance Hall and British Beverage Company. With the
purchase of Sherlock's Baker St. Pub 1995, HUSA Management Inc.
continues to grow. The company is founded in 1995.
HUSA Management filed a Chapter 11 petition (Bankr. S.D. Tex. Case
No. 17-36535) on Dec. 4, 2017. In the petition signed by Larry
Martin, president, the Debtor estimated $500,000 to $1 million in
assets and $1 million to $10 million in liabilities. Judge Marvin
Isgur presides over the case. Matthew Brian Probus, Esq., at
Wauson Probus, is the Debtor's counsel. Guideboat Advisors, LLC,
is the financial investment advisor and asset sale broker.
IF STUDIOS: U.S. Trustee Unable to Appoint Committee
----------------------------------------------------
The Office of the U.S. Trustee on June 22 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of IF Studios, Inc.
About IF Studios
IF Studios, Inc. is a privately held company in Germantown,
Maryland engaged in the business of providing computer systems
design and related services.
IF Studios, Inc., based in Germantown, MD, filed a Chapter 11
petition (Bankr. D. Md. Case No. 18-15824) on April 30, 2018.
Keith R. Havens, Esq., at Havens & Associates, LLC, serves as
bankruptcy counsel. In the petition signed by Serrene Grant, chief
operating officer, the Debtor disclosed $45,543 in assets and $1
million in liabilities. The Debtor hired Havens & Associates, LLC
as its legal counsel.
IL VALENTINO: Unsecured Creditors to be Paid 5% in Latest Plan
--------------------------------------------------------------
Unsecured creditors of Il Valentino Restaurant Inc. will be paid 5%
of their claims under the company's latest Chapter 11 plan of
reorganization.
Under the latest plan, each creditor holding an allowed Class 5
general unsecured claim will be paid its pro rata share of
$3,356.55 in equal monthly installments for a period of two years
commencing on the effective date of the plan.
General unsecured creditors will receive approximately 5% of their
allowed claims. The total amount of Class 5 claims is estimated at
$1,611,145.83.
The original plan filed on April 18 proposed to pay general
unsecured creditors 25% of their allowed claims. The total amount
of Class 5 claims was previously estimated at $110,765.32.
All payments required to be made under the plan will be made by a
disbursing agent from a capital contribution; Il Valentino's cash
on hand as of the effective date; and net cash flow generated by
the company's business, according to the company's latest
disclosure statement filed with the U.S. Bankruptcy Court for the
Southern District of New York.
A copy of the disclosure statement is available for free at:
http://bankrupt.com/misc/nysb17-10150-85.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: Must File Plan, Disclosures Before July 31
---------------------------------------------------------------
Judge Caryl E. Delano of the U.S. Bankruptcy Court for the Middle
District of Florida ordered Industrial Strength, Inc. to file a
plan and disclosure statement on or before July 31, 2018.
The Disclosure Statement must, at the minimum, contain adequate
information pertaining to the Debtor in the following areas:
(a) Pre- and post-petition financial performance;
(b) Reasons for filing Chapter 11;
(c) Steps taken by the Debtor since filing of the petition to
facilitate its reorganization;
(d) Projections reflecting how the Plan will be feasibly
consummated;
(e) A liquidation analysis; and
(f) A discussion of the Federal tax consequences as described in
section 1125(a)(1) of the Bankruptcy Code.
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.
INPIXON: Chief Sales Officer Quits
----------------------------------
Bret Osborn has resigned as the chief sales officer of Inpixon and
Inpixon's wholly-owned subsidiary, Inpixon USA, effective as of
June 22, 2018. Mr. Osborn's responsibilities were primarily
associated with the commercial sector of the Company's value-added
reseller business.
As of June 22, 2018, the Company has 19,029,437 shares of common
stock, par value $0.001 per share outstanding.
About Inpixon
Headquartered in Palo Alto, California, Inpixon is a technology
company that helps to secure, digitize and optimize any premises
with Indoor Positioning Analytics (IPA) for businesses and
governments in the connected world. Inpixon Indoor Positioning
Analytics is based on radically new sensor technology that finds
all accessible cellular, Wi-Fi, Bluetooth and RFID signals
anonymously. Paired with a high-performance, data analytics
platform, this technology delivers visibility, security and
business intelligence on any commercial or government premises
world-wide. Inpixon's products, infrastructure solutions and
professional services group help customers take advantage of
mobile, big data, analytics and the Internet of Things (IoT).
Inpixon reported a net loss of $35.03 million on $45.13 million of
total revenues for the year ended Dec. 31, 2017, compared to a net
loss of $27.50 million on $53.16 million of total revenues for the
year ended Dec. 31, 2016. As of March 31, 2018, Inpixon had $25.15
million in total assets, $26.26 million in total liabilities and a
total stockholders' deficit of $1.11 million.
Marcum LLP, in New York, the Company's auditor since 2012, issued a
"going concern" opinion in its report on the consolidated financial
statements for the year ended Dec. 31, 2017, citing that the
Company has a significant working capital deficiency, has incurred
significant losses and needs to raise additional funds to meet its
obligations and sustain its operations. These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.
JET SERVICES: TJ Aviation to be Paid $206K in Latest Plan
---------------------------------------------------------
TJ Aviation, LLC, will be paid $11,138.40 on account of its
unsecured claim under the latest Chapter 11 plan of reorganization
proposed by Jet Services, Inc.
Under the revised plan, TJ Aviation, which holds a Class 5
unsecured claim of $206,178.31, will receive a monthly payment of
$185.64 for 60 months.
Jet Services will make a monthly payment of $1,400 to Class 5
unsecured creditors, including TJ Aviation, for a period of 60
months or a total of $84,000, according to the company's latest
disclosure statement filed with the U.S. Bankruptcy Court for the
Southern District of Alabama.
A copy of the second amended disclosure statement is available for
free at:
http://bankrupt.com/misc/alsb17-01296-200.pdf
About Jet Services Inc.
Jet Services, Inc. is a licensed aircraft charter operator. It
offers jet charter in the United States, Canada, Mexico, Central
America, and the Bahamas as well as other Caribbean destinations.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D. Ala. Case No. 17-01296) on April 7, 2017. The
petition was signed by Robert A. Marks, executive vice-president.
The case is assigned to Judge Henry A. Callaway.
At the time of the filing, the Debtor estimated assets of less than
$50,000 and liabilities of $1 million to $10 million.
Robert M. Galloway, Esq., at Galloway, Wettermark, Everest &
Rutens, LLP, represents the Debtor.
The U.S. Bankruptcy Court for the Southern District of Alabama on
May 8 ordered the following four creditors of Jet Services, Inc.,
are appointed as members of the Official Committee of Unsecured
Creditors:
KADMON HOLDINGS: Perceptive Life Has 16.7% Stake as of June 12
--------------------------------------------------------------
Perceptive Advisors LLC, Joseph Edelman and Perceptive Life
Sciences Master Fund, Ltd. disclosed in a Schedule 13G/A filed with
the Securities and Exchange Commission that as of June 12, 2018,
they beneficially own 13,165,746 shares of common stock of Kadmon
Holdings, Inc., which represents 16.7 percent of the shares
outstanding.
The ownership percentage reported is based on 78,794,746
outstanding shares of Common Stock, as reported in the Issuer's
proxy statement filed on June 15, 2018.
Neither Perceptive Advisors nor Mr. Edelman directly holds any
shares of Common Stock. The Master Fund directly holds 78,794,746
shares of Common Stock. Perceptive Advisors serves as the
investment manager to the Master Fund and may be deemed to
beneficially own the securities directly held by the Master Fund.
Mr. Edelman is the managing member of Perceptive Advisors and may
be deemed to beneficially own the securities directly held by the
Master Fund.
A full-text copy of the regulatory filing is available at:
https://is.gd/SoMjto
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.
KARIA Y WM: Full Payment for Unsecured Creditors with No Interest
-----------------------------------------------------------------
Karia Y WM Houston, Ltd. filed with the U.S. Bankruptcy Court for
the Southern District of Texas a combined plan of liquidation and
disclosure statement.
The Plan provides for the sale of the Debtor's Houston, Texas
Property to Irtanki Trading in connection with the Sale Motion to
be filed and approval sought by the Bankruptcy Court in connection
with the Confirmation Hearing and which will provide for the
following significant terms: (i) the purchase price will include
assumption of the Karia Note and NOLA Buffet Note (Allowed Class 4
Claims) by Irtanki Trading; (ii) the sale will be free and clear of
liens, claims, and encumbrances and in the Sale Motion; (iii) on
the Closing Date, Irtanki Trading will remit to the Debtor
sufficient funds to pay any remaining balance owed with respect to
Allowed Claims in Classes 1, 2, 3, 5 and 6, after disbursement of
Debtor's Cash .
Class 6 under the plan consists of the Allowed Claims of General
Unsecured Creditors. The Allowed Class 6 General Unsecured Claims
will be paid in full, without interest, from the Sale Proceeds
and/or Debtor's Cash within 14 days of the Effective Date, or as
soon thereafter as such claims are allowed by Final Order.
The source of funds to achieve consummation of and carry out the
Plan will be the Sale Proceeds and Debtor's Cash.
A copy of the Disclosure Statement is available for free at:
http://bankrupt.com/misc/txsb18-30521-68.pdf
About Karia Y WM Houston
Karia Y WM Houston, Ltd., managed by general partner Tony Z WM
Houston LLC, owns a 65,165 sq. ft parcel of nonresidential real
property and related improvements located at 7801 Westheimer Road,
Houston, Texas. The company filed a Chapter 11 petition (Bankr.
S.D. Tex. Case No. 18-30521) on Feb. 5, 2018. Melissa A. Haselden,
Esq., at Hoover Slovacek LLP, serves as counsel to the Debtor. No
official committee of unsecured creditors has been appointed in the
Chapter 11 case.
KOMODO CLOUD: Case Summary & 15 Unsecured Creditors
---------------------------------------------------
Debtor: Komodo Cloud, LLC
10 Norther Martingale Road
Schaumburg, IL 60173
Business Description: Komodo Cloud, LLC -- www.komodocloud.com --
is a provider of computer systems design and
related services. The company offers
subscription services, professional and
managed services and IT consulting for their
clients. Komodo Cloud connects Cloud
Platform companies like NaviSite, Amazon Web
Services, Microsoft Azure, CenturyLink,
Rackspace and Faction to its clients for on-
site, co-located and/or hybrid compute
environments. Komodo Cloud's head office is
located in Schaumburg, Illinois.
Chapter 11 Petition Date: June 24, 2018
Case No.: 18-17889
Court: United States Bankruptcy Court
Northern District of Illinois (Chicago)
Judge: Hon. Jacqueline P. Cox
Debtor's Counsel: Robert E. Richards, Esq.
DENTONS US LLP
233 South Wacker Drive, Suite 5900
Chicago, IL 60606
Tel: 312 876-7396
Fax: 312 876-7934
Email: robert.richards@dentons.com
Total Assets as of June 21, 2018: $259,803
Total Liabilities as of June 21, 2018: $1.99 million
The petition was signed by Nigel Lambert, president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 15 unsecured creditors is available for free
at:
http://bankrupt.com/misc/ilnb18-17889.pdf
LUCKY DRAGON: Proposed Plan Not Feasible, SSC Complains
-------------------------------------------------------
Snow Covered Capital, LLC, filed an objection to Lucky Dragon Hotel
& Casino, LLC and Lucky Dragon, LP's disclosure statement
explaining their proposed chapter 11 plan of reorganization.
SCC complains that the disclosure statement fails to provide
adequate information to allow creditors to assess the Plan of
Reorganization. Specifically, the disclosure statement lacks
adequate information, or any information, about the Debtors'
liquidation analysis, the status of substantive consolidation,
post-petition and pre-petition operating losses, financial
projections, the proposed equity infusion and the unsecured
claimants.
The Debtors' Plan also suffers from a number of issues that render
it unconfirmable. The Plan violates provisions of the Bankruptcy
Code regarding the treatment of creditors, both before confirmation
and through improper classification. Debtors' operating history
also establishes that the Plan, as proposed, will not be feasible.
Further, the Plan is not fair and equitable because it violates the
absolute priority rule.
The disclosure statement does not provide adequate information for
Debtors' creditors where the Plan proposes two alternatives for
repayment with dramatically different payment results. That is
particularly true where Debtors have until the confirmation hearing
to decide which alternative they will pursue. The creditors of
these estates will be forced to object to the Plan and vote in
favor of or against the Plan well before anyone knows which
alternative the Debtors select. The creditors, SCC among them,
payments under the Plan will vary wildly depending on the
alternative Debtors choose.
In addition, the liquidation analysis does not contain any
information regarding the assets of Lucky Dragon and does not
contain any information regarding the general partner's assets,
liabilities and financial condition.
The Plan also impermissibly classifies Unsecured Claims and Equity
Interests. SCC agrees that the unsecured creditors of these two
estates are in much different positions when it comes to the
collectability of their claims. The unsecured creditors of
Borrower not only have the proceeds from a potential sale of the
Property to look to for payment of their claims, but they also have
Las Vegas Economic Impact Regional Center who is legally
responsible for all claims that Borrower cannot pay. Unsecured
creditors of Lucky Dragon, on the other hand, should not be able to
look to the Property or LVEIRC to expect repayment. If these
unsecured creditors were separately classified and proposed to have
their repayment treated differently depending on which estate is
liable for their claims, SCC would agree that separate
classification under section 1122(a) would be appropriate. The Plan
does not do that. Instead, the Plan proposes to treat the unsecured
creditors of these two estates in three separate classes. Despite
the separate classification, Debtors propose to pay all unsecured
creditors, no matter whether they have any claim against Borrower,
from proceeds from the sale of the Property or the equity/new value
contributions that are proposed to be made into Borrower. This
improperly allows creditors of Lucky Dragon to confiscate assets of
Borrower for repayment. Presuming the Court permits this repayment
structure, the separate classification of the claims is not
appropriate given the identical repayment. Instead, it seems
designed to gerrymander a class of unsecured creditors who will
approve the Plan.
For these reasons, SCC requests that the Court not approve the
Disclosure Statement as it lacks adequate information and is
proposed in support of an unconfirmable plan.
A full-text copy of SSC's Objection is available at:
http://bankrupt.com/misc/nvb18-10792-503.pdf
The Troubled Company Reporter previously reported that under the
Plan, there will be: (a) a sale of substantially all of Debtor's
assets, for (i) a cash purchase price and (ii) a cash payment of an
additional sum of for other payments provided for by the Plan on
account of the value of the bankruptcy process and purchase of the
assets free and clear of liens, or (b) reorganization through a New
Value Contribution.
A full-text copy of the disclosure statement is available for free
at:
http://bankrupt.com/misc/nvb18-10792-409.pdf
Attorneys for Snow Covered Capital, LLC:
Bob L. Olson (NV Bar No. 3783)
Nathan G. Kanute (NV Bar No. 12413)
SNELL & WILMER L.L.P.
3883 Howard Hughes Parkway, Suite 1100
Las Vegas, NV 89169
Telephone: (702) 784-5200
Facsimile: (702) 784-5252
About Lucky Dragon LP and Lucky
Dragon Hotel & Casino
Lucky Dragon, LP, owns the real estate and improvements of the
Lucky Dragon Hotel & Casino located at 300 West Sahara Avenue, Las
Vegas, Nevada, and employs 68 full-time and 30 part-time people.
Lucky Dragon Hotel & Casino, LLC operates the Resort Hotel and
Casino.
The Lucky Dragon Hotel & Casino, LLC, commenced its Chapter 11 case
by filing a voluntary petition (Bankr. D. Nev. Case No. 18-10792)
on Feb. 16, 2018. The Lucky Dragon, LP, filed a voluntary petition
for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev.
Case No. 18-10850) on Feb. 21, 2018. The cases are jointly
administered under Lucky Dragon Hotel & Casino's Case No.
18-10792.
In the petition signed by Andrew S. Fonfa, managing member of
Eastern Investments, LLC, Lucky Dragon estimated assets of $100
million to $500 million and liabilities of $10 million to $50
million.
Judge Laurel E. Davis presides over the cases.
The Debtors employed Schwartz Flansburg PLLC as their legal lead
counsel; Mushkin Cica Coppedge as conflicts counsel; Innovation
Capital, LLC as financial advisor; and Prime Clerk, LLC, as their
claims and noticing agent.
The Official Committee of Unsecured Creditors retained Levene,
Neale, Bender, Yoo & Brill LLP as general bankruptcy counsel;
Armstrong Teasdale LLP as co-counsel; and Kolesar & Leatham, as
Nevada co-counsel.
MARIE'S FAMILY: New Plan Increases IRS Monthly Payment to $77.12
----------------------------------------------------------------
Marie's Family Healthcare & Sitter Services, Inc., submits its
latest small business chapter 11 plan dated June 12, 2018.
Class 3 under the plan is the secured claim of Tensas State Bank.
Tensas State Bank will be paid $4,756.97 per month for loans
337358, 369209, and 390038. Payments to begin June 20, 2018 and
will continue until Oct. 20, 2022. In addition, $266.55 will be
paid on cure the arrears on loans 337358, 369209, and 390038.
Arrearage payments will start on June 20, 2018 and continue until
Oct. 20, 2022.
Class 4 consists of the Non-priority unsecured claims of the IRS,
LDR and the East Star Baptist Church. Each holder of a claim in
this class shall be paid roughly 10% of their claim over 53 months
at 0% interest. Payments to begin on June 20, 2018 and shall end on
Oct. 20, 2022. The IRS will now receive a monthly payment of $77.12
instead of the $29.58 provided in the previous plan.
A full-text copy of the Latest Plan is available at:
http://bankrupt.com/misc/lawb17-31785-123.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: Needs Time to Explore Joint Reorganization
----------------------------------------------------------------
Markpol Distributors, Inc. requests the U.S. Bankruptcy Court for
the Northern District of Illinois to extend the Plan Exclusivity
Deadline and the Solicitation Exclusivity Deadline to and including
October 29, 2018 and December 27, 2018, respectively.
A hearing will be held on June 27, 2018 at 10:00 a.m. to consider
extension of Debtor's Exclusivity Deadlines.
Markpol's deadline to file a plan is currently June 30, 2018.
Markpol has been diligently pursuing the administration of its
chapter 11 case with a view toward formulating a plan of
reorganization. However, just two weeks ago on May 30, 2018
Markpol's affiliates, Vistula Development, Incorporated and Kozyra
Holdings, LLC - 955 Lively, LLC, also filed voluntary chapter 11
petitions which Markpol anticipates will impact its reorganization
strategy.
On June 13, 2018, the Court entered an order directing joint
administration of the Debtors' bankruptcy cases.
The Debtors share a common secured lender -- MB Financial Bank,
N.A. -- and their debts have been cross-collateralized. For this
reason, the Debtors intend to investigate a joint reorganization
strategy and require additional time to explore their options.
Accordingly, Markpol submits that the requested extensions will
facilitate the Debtors' efforts to formulate plans and successfully
resolve these chapter 11 cases.
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.
MISSIONARY ASSEMBLY: Allowed to Use Cash Collateral Until Aug. 14
-----------------------------------------------------------------
The Hon. Elizabeth D. Katz of the U.S. Bankruptcy Court for the
District of Massachusetts authorized Missionary Assembly of God of
Marlborough, Inc. to continue using cash collateral under the same
terms and conditions through August 14, 2018.
A hearing on the further use of cash collateral is scheduled to
take place on August 14, 2018 at 12:30 p.m.
A full-text copy of the Order is available at
http://bankrupt.com/misc/mab17-41182-228.pdf
About Missionary Assembly of
God of Marlborough Inc.
Missionary Assembly of God of Marlborough Inc. is a religious
corporation as defined by Massachusetts law, and a Sec. 501(c)(3)
charitable organization that operates as church for Christian
fellowship. Its financial problems stem in part from a decline in
attendance, but mostly from the fact that the mortgage on the
property was a short-term, balloon mortgage which came due.
Missionary Assembly of God filed a Chapter 11 bankruptcy petition
(Bankr. D. Mass. Case No. 17-41182) on June 28, 2017, estimating
under $50,000 in both assets and liabilities. The petition was
signed by Andre Bouzada Ornelas, Vice President.
The Hon. Elizabeth D. Katz presides over the case.
The Debtor hired David G. Baker, Esq., at the Law Office of David
G. Baker, as counsel; and Income Tax Plus as its accountant.
David M. Nickless, Esq., was appointed Chapter 11 trustee for the
Debtor.
MUD CONTROL: Treatment of TSC's Secured Claim Modified in New Plan
------------------------------------------------------------------
Mud Control Equipment Corporation filed with the U.S. Bankruptcy
Court for the Western District of Louisiana its fourth amended
combined plan and disclosure statement.
This latest filing modifies the treatment of the Class 1 secured
claim of The Scott Company of Lafayette.
It now provides that during the 10 years following entry of the
confirmation order, payments will be made to The Scott Company of
Lafayette on the secured debt ($320,116) (evidenced by the
promissory note acquired by The Scott Company of Lafayette from
First National Bank of Louisiana), plus interest at 5% per year, as
follows: (a) a minimum monthly payment of $1,000 will be due and
payable on the 30th day after entry of the confirmation order, and
then on the same day of each month thereafter, (b) on a quarterly
basis, on the 15th day after the end of each quarter (with the
quarters ending each June 30, September 30, December 31, and March
31), a payment will be made in an amount equal to 25% of the
Debtor’s positive cash flow during the just ended quarter, and
(c) on the date which is 10 years after entry of the confirmation
order, the said promissory note payable to The Scott Company of
Lafayette, which evidences the said indebtedness, will mature and
on that date the then remaining balance due on the said
$320,116.00, plus interest, will be paid in full. Payments will be
credited first to interest accrued and then to the principal amount
of the indebtedness.
The previous plan provided that the first payment to The Scott
Company will be made the first of the month after confirmation and
is due on the first of the month thereafter. The Scott Company of
Lafayette will maintain all liens on equipment that are currently
in place. All others provisions of the note/mortgage will remain
in place and are unaffected by this plan.
A full-text copy of the Fourth Amended Combined Plan and Disclosure
Statement is available at:
http://bankrupt.com/misc/lawb17-50424-158.pdf
About Mud Control Equipment Corp.
Based in Youngsville, Louisiana, Mud Control Equipment Corp. is
into oilfield service business. Mud Control sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. W.D. La. Case No.
17-50424) on April 3, 2017. The petition was signed by Janet
Roussell, director. Mud Control is represented by William C.
Vidrine, Esq., at Vidrine & Vidrine, PLLC, in Lafayette, Louisiana.
Broussard Poche, LLP, serves as the Debtor's accountant. At the
time of the filing, the Debtor estimated assets of less than
$500,000 and liabilities of less than $1 million.
NEW MACH GEN: U.S. Trustee Unable to Appoint Committee
------------------------------------------------------
The Office of the U.S. Trustee on June 22 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of New MACH Gen, LLC.
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.
NICHOLS BROTHERS: U.S. Trustee Forms 2-Member Committee
-------------------------------------------------------
The U.S. Trustee for Region 20 on June 22 appointed two creditors
to serve on the official committee of unsecured creditors in the
Chapter 11 cases of Nichols Brothers, Inc. and its affiliates.
The committee members are:
(1) Alan Martin
P.O. Box 1469
McAlester, OK 74502
Phone: (918) 470-9969
Email: alan.martin@horizonpandc.com
(2) Joe Verebelyi
180 Quail Hollow Drive
Sedona, AZ 86351
Phone: (928) 284-2994
Email: joe.verebelyi@gmail.com
Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense. They may investigate the debtor's business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.
About Nichols Brothers
Nichols Brothers, Inc., and its debtor subsidiaries are primarily
focused on oil and gas production operating approximately 400
producing wells, which are generally considered "stripper wells" in
the industry. The debtors constitute a diverse business group
owned and operated by Richard and Orville Nichols that have been in
existence for over 40 years. They collectively employ 25
individuals with an additional 20 contractors that provide services
out in the field. Nichols Brothers is headquartered in Tulsa,
Oklahoma.
Nichols Brothers and its subsidiaries filed voluntary petitions
(Bankr. N.D. Okla. Lead Case No. 18-11123) on June 1, 2018. In the
petition signed by Richard Nichols, president, Nichols Brothers
disclosed $10,388 in assets and $32.87 million in liabilities. The
case is assigned to Judge Terrence L. Michael. Gary M. McDonald,
Esq., Chad J. Kutmas, Esq. and Mary E. Kindelt, Esq., at McDonald &
Metcalf, LLP serve as the Debtors' counsel.
NORTHERN OIL: Files Resale Prospectus of Notes and Common Stock
---------------------------------------------------------------
Northern Oil and Gas, Inc., filed a Form S-3 registration statement
with the Securities and Exchange Commission relating to the resale,
from time to time, of up to 108,806,414 shares of common stock, par
value $0.001 per share, and up to $264,054,835 aggregate principal
amount (assuming additional interest is paid-in-kind through
maturity) of 8.50% Senior Secured Second Lien Notes due 2023
previously issued by Northern Oil and Gas, Inc. to certain selling
securityholders. The selling securityholders acquired the
securities (i) upon the closing of the Company's exchange
transaction on May 15, 2018, pursuant to an exchange agreement
dated as of Jan. 31, 2018 and (ii) substantially concurrently with
the closing of the Exchange Transaction pursuant to subscription
agreements.
The Company is not offering any securities for sale under this
prospectus and will not receive any proceeds from the sales of
these securities by the selling securityholders under this
prospectus.
The selling securityholders may offer the securities from time to
time through public or private transactions at prevailing market
prices, at prices related to prevailing market prices or at
privately negotiated prices.
The Company's common stock is listed on the NYSE American under the
symbol "NOG." On June 21, 2018, the closing price of the Company's
common stock on the NYSE American was $2.65 per share.
A full-text copy of the Form S-3 registration statement is
available for free at https://is.gd/0c98L4
About Northern Oil
Minnetonka, Minnesota-based Northern Oil and Gas, Inc. --
http://www.NorthernOil.com/-- is an independent energy company
engaged in the acquisition, exploration, development and production
of oil and natural gas properties, primarily in the Bakken and
Three Forks formations within the Williston Basin in North Dakota
and Montana.
Northern Oil reported a net loss of $9.19 million in 2017, a net
loss of $293.5 million in 2016, and a net loss of $975.4 million in
2015. As of March 31, 2018, Northern Oil had $664.5 million in
total assets, $1.15 billion in total liabilities and a total
stockholders' deficit of $488.8 million.
* * *
In May 2018, Moody's Investors Service upgraded Northern Oil and
Gas, Inc.'s (NOG) Corporate Family Rating (CFR) to 'Caa1' from
'Caa2' and Probability of Default Rating (PDR) to 'Caa1-PD/LD' from
'Caa2-PD'. The upgrade of NOG's CFR to Caa1 reflects its improved
leverage profile, reduced refinancing risk associated with the
remaining $203 million of notes due June 2020, and Moody's
expectation that the company will grow production and operating
cash flows.
NORTHERN OIL: Has Resale Prospectus of 24.5M Common Shares
----------------------------------------------------------
Northern Oil and Gas, Inc., filed with the Securities and Exchange
Commission a Form S-3 registration statement relating to the
resale, from time to time, of up to 24,461,886 shares of common
stock, par value $0.001 per share, previously issued by the Company
to TRT Holdings, Inc., Cresta Investments, LLC, Cresta Greenwood,
LLC, Michael L. O'Shaughnessy Revocable Trust, Martin E. Davis and
Todd Slawson Trust. The selling stockholders acquired these shares
(i) substantially concurrently with the closing of the Company's
exchange transaction on May 15, 2018, pursuant to subscription
agreements or (ii) with respect to TRT Holdings, Inc. and certain
of its affiliates, in open market transactions prior to the closing
of the Exchange Transaction.
The Company is not offering any shares of common stock for sale
under this prospectus and will not receive any proceeds from the
sales of these shares of common stock by the selling stockholders
under this prospectus.
The selling stockholders may offer the shares of common stock from
time to time through public or private transactions at prevailing
market prices, at prices related to prevailing market prices or at
privately negotiated prices.
Northern Oil's common stock is listed on the NYSE American under
the symbol "NOG." On June 21, 2018, the closing price of the
Company's common stock on the NYSE American was $2.65 per share.
A full-text copy of the prospectus is available for free at:
https://is.gd/UR94OK
About Northern Oil
Minnetonka, Minnesota-based Northern Oil and Gas, Inc. --
http://www.NorthernOil.com/-- is an independent energy company
engaged in the acquisition, exploration, development and production
of oil and natural gas properties, primarily in the Bakken and
Three Forks formations within the Williston Basin in North Dakota
and Montana.
Northern Oil reported a net loss of $9.19 million in 2017, a net
loss of $293.5 million in 2016, and a net loss of $975.4 million in
2015. As of March 31, 2018, Northern Oil had $664.5 million in
total assets, $1.15 billion in total liabilities and a total
stockholders' deficit of $488.8 million.
* * *
In May 2018, Moody's Investors Service upgraded Northern Oil and
Gas, Inc.'s (NOG) Corporate Family Rating (CFR) to 'Caa1' from
'Caa2' and Probability of Default Rating (PDR) to 'Caa1-PD/LD' from
'Caa2-PD'. The upgrade of NOG's CFR to Caa1 reflects its improved
leverage profile, reduced refinancing risk associated with the
remaining $203 million of notes due June 2020, and Moody's
expectation that the company will grow production and operating
cash flows.
NORTHERN OIL: Will Sell $500 Million Worth of Securities
--------------------------------------------------------
Northern Oil and Gas, Inc. filed a Form S-3 registration statement
with the Securities and Exchange Commission to register the sale of
its common stock, par value $.001, preferred stock, par value
$.001, senior debt securities, subordinated debt securities,
warrants, purchase contracts, units, and depositary shares having a
proposed maximum aggregate offering price of $500 million.
Northern Oil may offer and sell these securities through
underwriters, dealers or agents, or directly to purchasers.
The Company's common stock is listed in NYSE American under the
symbol "NOG."
The net proceeds from the sale by the Company of the Securities
will be used for general corporate purposes.
A full-text copy of the preliminary prospectus is available at:
https://is.gd/F6rrmA
About Northern Oil
Minnetonka, Minnesota-based Northern Oil and Gas, Inc. --
http://www.NorthernOil.com/-- is an independent energy company
engaged in the acquisition, exploration, development and production
of oil and natural gas properties, primarily in the Bakken and
Three Forks formations within the Williston Basin in North Dakota
and Montana.
Northern Oil reported a net loss of $9.19 million in 2017, a net
loss of $293.5 million in 2016, and a net loss of $975.4 million in
2015. As of March 31, 2018, Northern Oil had $664.5 million in
total assets, $1.15 billion in total liabilities and a total
stockholders' deficit of $488.8 million.
* * *
In May 2018, Moody's Investors Service upgraded Northern Oil and
Gas, Inc.'s (NOG) Corporate Family Rating (CFR) to 'Caa1' from
'Caa2' and Probability of Default Rating (PDR) to 'Caa1-PD/LD' from
'Caa2-PD'. The upgrade of NOG's CFR to Caa1 reflects its improved
leverage profile, reduced refinancing risk associated with the
remaining $203 million of notes due June 2020, and Moody's
expectation that the company will grow production and operating
cash flows.
ONCOBIOLOGICS INC: Appoints New Executive Chair and Interim CEO
---------------------------------------------------------------
Oncobiologics, Inc., announced that Pankaj Mohan, Ph.D., its
chairman and chief executive officer, has stepped down as CEO and
chairman of the board with immediate effect. Dr. Mohan will remain
a member of Oncobiologics' board of directors and will enter into a
consulting agreement with the Company to provide advisory services
in connection with the development and initiation of clinical
trials for ONS-5010, an innovative monoclonal antibody (mAb)
product candidate under development.
Randy Thurman, a current member of Oncobiologics' board of
directors will assume the role of executive chairman. Mr. Thurman,
who joined the Oncobiologics board of directors in April 2018, is
an accomplished industry and board veteran with more than 30 years
of leadership experience in the life sciences industry, including
currently as a senior healthcare operating executive with BC
Partners and chairman of Zest Dental Solutions Inc., and previously
as president of both Rorer Pharmaceuticals Inc. and Rhone-Polenc
Rorer Pharmaceuticals Inc., executive chairman of Enzon Corporation
where he led a successful turnaround, CEO of Corning Life Sciences,
and founder, chairman and CEO of VIASYS Healthcare, Inc.
Additionally, Mr. Thurman has been a member of the board for over
15 public and private companies, completed over 30 acquisitions and
led 5 IPOs and public financings.
Oncobiologics' board of directors appointed Lawrence A. Kenyon, its
chief financial officer, as interim CEO to continue leading
Oncobiologics in its advancement of ONS 5010 and its new contract
development and manufacturing strategy, as well as other product
candidates in the pipeline. Mr. Kenyon, who joined Oncobiologics
as CFO and corporate secretary in September 2015, is an experienced
industry executive with nearly 20 years of leadership in the life
sciences industry, including previous positions as CFO and chief
operating officer (COO) of Arno Therapeutics, Inc., interim
president and CEO, CFO and Secretary of Tamir Biotechnology, Inc.,
executive vice president and CFO of Par Pharmaceutical Companies,
Inc., CFO and COO of Alfacell Corporation, and executive vice
president and chief financial officer of NeoPharm, Inc. Mr. Kenyon
will continue to serve as CFO.
The board has formed a search committee to identify CEO candidates
with demonstrated commercial capabilities and CDMO experience. The
committee is composed of Mr. Thurman along with board members
Faisal Sukhtian and Yezan Haddadin, representatives of the
Company's largest stockholder, GMS Tenshi Holdings Pte. Limited
(GMS Tenshi).
Since founding the company and beginning operations in 2011, Dr.
Mohan has worked tirelessly to achieve his vision to make important
and meaningful biologic therapeutics more affordable and available
to a broader number of patients. A key part of that vision was
building the BioSymphony Platform, a state-of-the art mAb
development and manufacturing process located in a single facility
that has resulted in two biosimilar product candidates successfully
completing Phase 1 clinical trials in preparation for Phase 3
studies. The BioSymphony Platform has now been expanded to also
focus on developing and manufacturing innovative proprietary
biologic product candidates, as well as the generation of revenue
as the key component of Oncobiologics new CDMO business.
"It has been an exciting experience founding Oncobiologics and
taking the company public," said Dr. Mohan. "The company now has
differentiated technology, valuable assets and a strong management
team and board, with an exceptional majority owner in GMS Tenshi.
As a significant stockholder myself, I have every confidence in
this team's ability to ensure the company's continued success and
look forward to being a part of the journey as a member of the
board."
"Dr. Mohan has guided Oncobiologics through a crucial stage in its
expansion to become a NASDAQ-traded company with a burgeoning
clinical pipeline and growing scientific and intellectual property
assets," said Faisal Sukhtian, an Oncobiologics board member and
representative of GMS Tenshi. "He has built a strong management
team to move the company toward financial success. We thank Pankaj
for his leadership and accomplishments at Oncobiologics and we look
forward to continuing to partner with him as we all work together
towards commercial success for our stockholders."
"I am looking forward to working with the Oncobiologics board and
Dr. Mohan in seeing the company reach its full potential," added
Mr. Thurman. "Thanks to his vision, the company has a pipeline of
highly differentiated drug candidates, an approved phase 3 clinical
strategy for its lead drug and is implementing a contract
manufacturing plan to leverage its core capabilities even further.
The company is backed by a majority investor, GMS Tenshi Holdings,
with an established track record of success backing its portfolio
companies. We anticipate a smooth transition as Larry Kenyon, a
respected industry leader, and I have previously developed an
excellent working relationship."
About Oncobiologics
Oncobiologics, Inc. -- http://www.oncobiologics.com/-- is a
clinical-stage biopharmaceutical company focused on identifying,
developing, manufacturing and commercializing complex biosimilar
therapeutics. The Cranbury, New Jersey-based Company's current
focus is on technically challenging and commercially attractive
monoclonal antibodies, or mAbs, in the disease areas of immunology
and oncology.
Oncobiologics reported a net loss attributable to common
stockholders of $40.02 million for the year ended Sept. 30, 2017,
compared to a net loss attributable to common stockholders of
$63.13 million for the year ended Sept. 30, 2016.
As of March 31, 2018, Oncobiologics had $27.78 million in total
assets, $43.05 million in total liabilities, $18.29 million in
series A convertible preferred stock, and a total stockholders'
deficit of $33.56 million.
KPMG LLP, in Philadelphia, Pennsylvania, issued a "going concern"
qualification in its report on the consolidated financial
statements for the year ended Sept. 30, 2017, citing that the
Company has incurred recurring losses and negative cash flows from
operations since inception and has an accumulated deficit at
Sept. 30, 2017 of $186.2 million, $13.5 million of senior secured
notes due in December 2018 and $4.6 million of indebtedness that is
due on demand, which raises substantial doubt about its ability to
continue as a going concern.
ONCOBIOLOGICS INC: GMS Tenshi Has 77.5% Stake as of June 25
-----------------------------------------------------------
GMS Tenshi Holdings Pte. Limited, Ghiath M. Sukhtian and Arun Kumar
Pillai disclosed in a Schedule 13D/A filed with the Securities and
Exchange Commission that as of June 25, 2018, they beneficially own
89,483,358 shares of common stock of Oncobiologics, Inc., which
constitutes 77.5 percent of the shares outstanding.
The percentage is calculated based upon 32,332,568 Shares
outstanding of Oncobiologics, as set forth in the Issuer's
Quarterly Report on Form 10-Q, filed with the Securities and
Exchange Commission on May 15, 2018, plus (1) 31,572,617 Shares
received by the Reporting Persons following GMS Tenshi's conversion
of 208,836 Series A Convertible Preferred Stock on June 20, 2018
and (2) 6,377,383 Shares acquired by GMS Tenshi on June 8, 2018.
Tenshi Life Sciences Private Limited, a private investment vehicle
of Kumar, and GMS Pharma (Singapore) Pte. Limited, a private
investment company and wholly-owned subsidiary of GMS Holdings, a
private investment company, are the 50:50 beneficial owners of GMS
Tenshi, in which each of Tenshi and GMS Pharma owns 50% of the
outstanding voting shares. Kumar is the holder of a controlling
interest in Tenshi. Sukhtian is the holder of a controlling
interest in GMS Holdings, which is the holder of a controlling
interest in GMS Pharma.
The principal office address of GMS Tenshi is 36 Robinson Road,
#13-01, City House, Singapore 068877. The principal office address
of Kumar is #30, "Galaxy", 1st Main, J.P. Nagar, 3rd Phase,
Bangalore, India 560078. The principal office address of Sukhtian
is Zahran Street, 7th Circle Zahran Plaza Building, 4th Floor P.O.
Box 142904, Amman, Jordan 11844.
Purchase Agreement
On May 11, 2018, GMS Tenshi entered into a purchase agreement with
the Issuer pursuant to which GMS Tenshi agreed to purchase, in a
private placement, $15 million of Shares and Warrants. On May 14,
2018, the Issuer closed the initial sale of 6,377,383 Shares and
Warrants to acquire 10,256,410 Shares to GMS Tenshi for an
aggregate purchase price of $7.5 million, and amended its Investor
Rights Agreement with GMS Tenshi. On June 8, 2018, the Issuer
closed the final sale of 6,377,383 Shares and Warrants to acquire
10,256,410 Shares to GMS Tenshi for an aggregate purchase price of
$7.5 million. The source of funds for such purchases was the
working capital of GMS Tenshi and capital contributions made to GMS
Tenshi.
On June 20, 2018, GMS Tenshi converted 208,836 shares of the
Issuer's Series A Convertible Preferred Stock it held into
31,572,617 Shares.
As a result of the transactions, the Reporting Persons may each be
deemed to be the beneficial owner of approximately 77.5% of the
outstanding Shares.
A full-text copy of the regulatory filing is available at:
https://is.gd/orenyA
About Oncobiologics
Oncobiologics, Inc. -- http://www.oncobiologics.com/-- is a
clinical-stage biopharmaceutical company focused on identifying,
developing, manufacturing and commercializing complex biosimilar
therapeutics. The Cranbury, New Jersey-based Company's current
focus is on technically challenging and commercially attractive
monoclonal antibodies, or mAbs, in the disease areas of immunology
and oncology.
Oncobiologics reported a net loss attributable to common
stockholders of $40.02 million for the year ended Sept. 30, 2017,
compared to a net loss attributable to common stockholders of
$63.13 million for the year ended Sept. 30, 2016.
As of March 31, 2018, Oncobiologics had $27.78 million in total
assets, $43.05 million in total liabilities, $18.29 million in
series A convertible preferred stock, and a total stockholders'
deficit of $33.56 million.
KPMG LLP, in Philadelphia, Pennsylvania, issued a "going concern"
qualification in its report on the consolidated financial
statements for the year ended Sept. 30, 2017, citing that the
Company has incurred recurring losses and negative cash flows from
operations since inception and has an accumulated deficit at Sept.
30, 2017 of $186.2 million, $13.5 million of senior secured notes
due in December 2018 and $4.6 million of indebtedness that is due
on demand, which raises substantial doubt about its ability to
continue as a going concern.
ONCOBIOLOGICS INC: Largest Investor Converts Preferred Stock
------------------------------------------------------------
GMS Tenshi Holdings Pte. Limited, Oncobiologics, Inc.'s strategic
business partner and largest investor, has converted 80% of its
Series A convertible preferred stock (Series A) into common stock
(or 208,836 shares of Series A into 31,572,617 shares of the
Company's common stock). The Company and GMS Tenshi also reached
agreement in principle to exchange the remaining 52,209 shares of
Series A held by GMS Tenshi (which are currently convertible into
an additional 7,893,155 shares of common stock) for a new Series
A-1 issue of convertible preferred stock (Series A-1). The Series
A-1 is intended to have the same conversion and dividend features
as the Series A, but reflect an increased redemption premium and
increased liquidation preference that provides GMS Tenshi with
similar redemption premium and liquidation preference as before the
conversion.
"We greatly appreciate this strong show of confidence in the future
of Oncobiologics and the direction we are taking," said Lawrence A.
Kenyon, Oncobiologics chief financial officer and interim chief
executive officer. "GMS Tenshi has been an extremely supportive
strategic partner and investor and we look forward to working
together as we continue to build the Company and work to maximize
value for all of our stockholders."
About GMS Tenshi Holdings
GMS Tenshi is a Singapore based joint-venture between Tenshi Life
Sciences Private Limited, and GMS Holdings, a private investment
company headquartered in Amman, Jordan owning a portfolio of
diversified businesses globally. Together with Strides Shasun and
Tenshi Life Sciences, GMS Holdings is a strategic investor in
Stelis Biopharma.
About Oncobiologics
Oncobiologics, Inc. -- http://www.oncobiologics.com/-- is a
clinical-stage biopharmaceutical company focused on identifying,
developing, manufacturing and commercializing complex biosimilar
therapeutics. The Cranbury, New Jersey-based Company's current
focus is on technically challenging and commercially attractive
monoclonal antibodies, or mAbs, in the disease areas of immunology
and oncology.
Oncobiologics reported a net loss attributable to common
stockholders of $40.02 million for the year ended Sept. 30, 2017,
compared to a net loss attributable to common stockholders of
$63.13 million for the year ended Sept. 30, 2016.
As of March 31, 2018, Oncobiologics had $27.78 million in total
assets, $43.05 million in total liabilities, $18.29 million in
series A convertible preferred stock, and a total stockholders'
deficit of $33.56 million.
KPMG LLP, in Philadelphia, Pennsylvania, issued a "going concern"
qualification in its report on the consolidated financial
statements for the year ended Sept. 30, 2017, citing that the
Company has incurred recurring losses and negative cash flows from
operations since inception and has an accumulated deficit at
Sept. 30, 2017 of $186.2 million, $13.5 million of senior secured
notes due in December 2018 and $4.6 million of indebtedness that is
due on demand, which raises substantial doubt about its ability to
continue as a going concern.
OPC MARKETING: Court Confirms Amended Chapter 11 Plan
-----------------------------------------------------
Judge Stacey G.C. Jernigan of the U.S. Bankruptcy Court for the
Northern District of Texas approved OPC Marketing, Inc.'s
disclosure statement and confirmed its plan of reorganization filed
on April 30, 2018.
The Court finds that the Amended Plan complies with the applicable
provisions of Title 11, and the Debtor, as the plan proponent, has
complied with the applicable provisions of Title 11.
The Plan has also been proposed in good faith and not by any means
forbidden by law, and the plan is not likely to be followed by
further need for reorganization.
Further, all creditors will receive more under the Plan than they
would receive in a Chapter 7 liquidation.
The Troubled Company Reporter previously reported that the
Unsecured Creditors under the plan will share pro-rata in the
Unsecured Creditor's Pool. The Unsecured Creditors will share
pro-rata in the Unsecured Creditor's Pool. The Debtor will pay
$1,600 per month for a period of 60 months into the Unsecured
Creditors Pool. The Unsecured Creditors will be paid quarterly on
the last day of each calendar quarter. Payments to the Unsecured
Creditors will commence on the last day of the first full calendar
quarter after the Effective Date. Based upon the Debtor's
Schedules the payment to Class 4 Claims will be approximately 50%
on their Allowed Claims.
The Debtor anticipates using the on-going business income of the
Debtor to fund the Plan. All payments under the Plan will be made
through the Disbursing Agent.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/txnb17-34095-31.pdf
About OPC Marketing
OPC Marketing, Inc., owner and operator of a software sales and
service business, filed a Chapter 11 petition (Bankr. N.D. Tex.
Case No. Case No. 17-34095) on Nov. 1, 2017. Michael Honochowicz,
CEO, signed the petition. The Debtor is represented by Eric A.
Liepins, Esq., at Eric A. Liepins, P.C., in Dallas. At the time of
filing, the Debtor estimated at least $50,000 in assets and
$500,000 to $1 million in liabilities.
PHI INC: Fitch Assigns 'B-(EXP)' Issuer Default Rating
------------------------------------------------------
Fitch Ratings has assigned a first time Issuer Default Rating (IDR)
of 'B-(EXP)' to PHI, Inc. and an expected rating of 'B+(EXP)'/'RR2'
to the proposed $500 million senior secured notes due 2023. The
Rating Outlook is Stable. The expected ratings will be finalized
pending the completion of the refinancing. The ratings could change
if the refinancing isn't completed.
KEY RATING DRIVERS
PHI's rating is driven by the significant exposure to offshore oil
and gas activity in the Gulf of Mexico, which has suffered through
a prolonged downturn in recent years, as well as negative EBIT
margins, minimal financial flexibility in the near term and a
highly leveraged balance sheet. The extended weakness in oil
exploration and production in the Gulf of Mexico has placed a
material amount of financial stress on PHI and its peers over the
past three to four years. Other concerns include the company's high
fixed cost structure, its sizable customer concentration,
overcapacity of aircraft, customers' ability to terminate contracts
without penalty, and potential healthcare related legal and
regulatory risks that affect the air medical transportation
industry. While Fitch expects PHI's operating performance to
improve over the next few years as demand from offshore customers
slowly recovers, the company's ability to quickly return its
financial health to 2013 and 2014 levels will be challenged.
Fitch's concerns are partially offset by the company's leading and
diverse positions in the offshore oil transportation and air
medical transport industries, Fitch's expectations for improvement
in cash flow generation, and the geographical and operational
flexibility of the company's aircraft fleet.
Revenue Environment Slowly Recovering: The fall of crude oil prices
in 2014 led to a major reduction in offshore drilling and
exploration with rig counts in the Gulf of Mexico dropping from the
mid-50s in December of 2014 to the high teens in December of 2017.
Over that three year time period, PHI experienced a cumulative
revenue decline of 33.6% as more than 50% of its annual revenues
are generated from the oil and gas industry, primarily in the Gulf
of Mexico. However, Fitch expects that customer activity in the
Gulf will remain flat to slightly up over the next few years
quelling the recent trend of organic revenue declines. Fitch
believes most near-term growth will be generated from the
acquisition of HNZ Offshore Business, primarily located in
Australia and the South Pacific, where offshore energy exploration
and production projects represent sizable growth opportunities for
PHI's new and existing aircraft. The acquisition was the primary
driver of the 4.4% increase revenues for the LTM ended March 31,
2018.
Refinancing & New Capital Structure: The company will refinance its
5.25% $500 million senior unsecured notes due in 2019 and its $130
million ABL due 2019 with $500 million senior secured notes due in
2023. The transaction will also include a $100 million term loan
due 2021 that will amortize at 1% per year. The senior secured
notes and term loan are primarily secured by oil and gas aircraft
registered domestically, aircraft equipment, and a security
interest in the equity of the Air Medical subsidiary. The company
will use some of the proceeds from the $100 million term loan and
$38 million of cash and marketable securities to repay the $121.8
million currently outstanding on the ABL. PHI will also extend its
new ABL facility to mature in 2023 and reduce the total
availability from $130 million to $75 million but the ABL will have
a $50 million accordion feature. Following the refinancing, the
company will have total liquidity of $107 million, which includes
$32 million cash and marketable securities and $75 million
available on its new ABL.
Financial Flexibility is Limited: Minimal available cash on hand
combined with projected negative FCF in 2018 is a concern, because
it does not allow the company to quickly improve financial
flexibility or deleverage via debt prepayments.
However, financial flexibility is supported by the lack of material
maturities. The company does not have any major scheduled
maturities until 2021. Additionally, PHI does not expect to have
any aircraft deliveries scheduled over the next few years. As a
result, capex over the next two to four years will be relatively
lower than the last four years when capex ranged from $57 million
to $165 million. As a result of lower capital spending, Fitch
expects free cash flow after 2018 to be between ($15) million to
$40 million annually, trending towards the higher end of the
expected range in 2020 and 2021.
Credit Metrics to Modestly Improve: Fitch expects credit metrics to
slowly improve over the forecasted period as EBITDA grows from $47
million in 2017 to the $80 million-$90 million range as the company
improves aircraft utilization and new revenue opportunities arise.
LTM EBITDA as of March 31, 2018 is $53 million compared to $48
million at the same time last year. This increase was primarily
driven by revenues from the recently acquired HNZ operations.
Despite this EBITDA growth, the company's leverage will remain
elevated throughout the forecast. Fitch projects adjusted leverage
will be in the 6x to 7x range by the end of 2020.
High Margin Diversification a Credit Positive: During the downturn
in the oil and gas segment, the company has been able to rely on
its air medical segment to generate cash flows. Despite losing one
large contract in late 2016, the Air Medical segment, which
generates around 40% of revenues, has produced EBITDA margins
ranging from 20% to 23% from 2014 to 2017. PHI is one of the three
largest providers of air medical emergency transportation in the
U.S. and plans to expand this segment by converting some O&G
aircraft for use as air medical helicopters and adding new bases
each year in untapped and profitable markets. Additionally, PHI's
technical services segment, which produces 6% of revenues, has been
a stable high margin operation with EBITDA margins in the mid to
high 20% range. The higher margin segment will likely remain
relatively small but does have sticky technology solutions that
make it stable. Finally, the HNZ acquisition not only aids PHI in
reducing its dependence on the Gulf of Mexico, but also adds a
company that generated EBITDA margins of around 10% in 2017, which
are higher than the 4% EBITDA margins generated by PHI's oil and
gas segment in 2017.
Above Average Recovery Estimates: Fitch's recovery is based on an
estimated going concern enterprise value. Fitch notes that the ABL
facility would most likely receive a full recovery due to its
position in the capital structure and the recovery for the senior
secured notes would be between 71%-90%. Fitch views the collateral
package securing the notes as solid but not robust.
DERIVATION SUMMARY
PHI, Inc. has withstood the severe downturn in the oil and gas
segment similarly to or slightly better than its peers. For
example, Bristow Group, Inc., which is moderately larger and more
geographically diverse than PHI but generates more than 70% of its
revenues from oil and gas customers, had a FFO fixed charge
coverage ratio and an adjusted leverage ratio of 1.0x and 11.0x,
respectively, at the end of 2017. These metrics are similar to
PHI's FFO fixed charge coverage ratio of 1.1x and its adjusted
leverage ratio of 10.5x. PHI's Air Medical segment, which generates
about 44% of revenues, provides the company with a unique and
sizable amount of diversification compared to its peers such as
Bristow.
KEY ASSUMPTIONS
Fitch's Key Assumptions Within Its Rating Case for the Issuer
-- Oil and gas activity and exploration slowly picks up over the
next few years;
-- No major aircraft deliveries throughout forecast;
-- The refinancing transaction is completed.
RATING SENSITIVITIES
Developments That May, Individually or Collectively, Lead to
Positive Rating Action
-- Adjusted leverage sustained below 6.0x;
-- EBITDA margins consistently above 13%;
-- Improved cash balances above $75 million;
-- FFO fixed coverage above 2.0x;
-- Further diversification of revenues.
Developments That May, Individually or Collectively, Lead to
Negative Rating Action
-- EBITDA margins remaining below 9%;
-- Cash on hand and ABL availability below $50 million;
-- FFO fixed charge coverage falling below 1.1x.
LIQUIDITY
Minimal Liquidity: As of March 31, 2018, PHI had $7.4 million in
cash and $62 million in short-term investments on its balance sheet
compared to $2.6 million in cash and $290 million in short term
investments at the end of 2016. During 2017, the company liquidated
a majority of its short-term investments to fund the $127million
purchase (net of cash acquired) of HNZ. Total liquidity, which
consists of readily available cash and short-term investments plus
$0.6 million available under the $130 million ABL revolver, is $70
million as of March 31, 2018. The $130 million ABL, which matures
in 2019, has $121.8 million of borrowings outstanding and $7.6
million of letters of credit outstanding under it.
Fitch considers total liquidity to be constrained, due to the
recent acquisition and repayment of the revolver borrowings, but
adequate for the near term, considering the company has no material
scheduled debt maturities until 2021. Fitch sees the extension and
repayment of the full borrowings on the ABL as critical to the
company's liquidity and financial flexibility if the downturn in
the offshore Gulf of Mexico transport market continues past 2018.
Fitch does not expect the company to fund any capital projects, or
shareholder friendly activities with any material additional debt.
FULL LIST OF RATING ACTIONS
Fitch has assigned the following ratings with a Stable Outlook:
PHI, Inc.
-- Long-term IDR 'B-(EXP)';
-- Senior secured notes rating 'B+(EXP)'/'RR2'.
PHI INC: S&P Rates New $500MM Senior Secured Notes 'B'
------------------------------------------------------
S&P Global Ratings assigned its 'B' issue-level rating to
Lafayette, La.-based helicopter service provider PHI Inc.'s new
privately placed, $500 million senior secured note offering. The
recovery rating is '3', indicating S&P's expectation of meaningful
(50%-70%, rounded estimate: 65%) recovery in the event of a payment
default.
The 'B' corporate credit rating is unchanged. The outlook remains
negative.
On June 15, 2018, PHI proposed to privately place a $500 million
senior secured note offering due 2023. The notes are to be secured
by mortgages on certain oil and gas aircraft, a pledge of all the
equity interests in its wholly owned air-medical subsidiary, and a
pledge of 66% of equity interests in its wholly owned affiliate
that conducts its Asia-Pacific operations. The issuance of the
secured notes is subject to the company obtaining a newly arranged
$100 million term loan and $75 million ABL.
S&P said, "S&P Global Ratings' negative outlook reflects the
expectation that PHI Inc.'s leverage could increase and remain
above levels we view as commensurate with the current rating. This
would most likely occur if the offshore oil and gas sector activity
and related spending were weaker than our current expectations,
leading to lower forecast revenue and margins. We forecast funds
from operation (FFO) to be above 7% in both 2018 and 2019, which we
view as adequate for the rating.
"We could lower the rating if PHI's cash flow generation weakened
below our current expectations, such that FFO to debt declined well
below 12% on a sustained basis or if we no longer viewed liquidity
as adequate. This could occur due to further weakness in the
offshore oil and gas segment beyond our current expectations or if
the air medical segment were unable to secure new long-term
contracts.
"We could raise the rating if PHI's leverage improved such that FFO
to debt rose above 12% on a sustained basis. Given our current
outlook for the offshore oil and gas sector and the company's
current credit metrics, we do not anticipate an upgrade within the
next 12 months."
R & B SERVICES: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: R & B Services Inc.
120-78 131st Street
So. Ozone Park, NY 11420
Business Description: R & B Services Inc. is a construction
company based in New York. Its services
include general contracting, demolition
excavation utility and site work.
Chapter 11 Petition Date: June 24, 2018
Case No.: 18-43646
Court: United States Bankruptcy Court
Eastern District of New York (Brooklyn)
Judge: Hon. Carla E. Craig
Debtor's Counsel: Ralph E. Preite, Esq.
SICHENZIA ROSS FERENCE KESNER LLP
1185 Avenue of the Americas, 37th floor
New York, NY 10036
Tel: (646) 885-6531
Fax: (212) 930-9725
Email: rpreite@srfkllp.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Reginald Bridgewater, president.
The Debtor failed to incorporate in the petition a list of its 20
largest unsecured creditors.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/nyeb18-43646.pdf
RADICAND INC: July 19 Plan Confirmation Hearing
-----------------------------------------------
Judge Dennis Montali of the U.S. Bankruptcy Court for the Northern
District of California issued an order tentatively approving the
combined plan of reorganization and disclosure statement filed by
Radicand, Inc.
July 12, 2018, is fixed as the last date for filing objections to
confirmation of the combined plan, and July 19, 2018 at 10:30 A.M.,
is fixed as the date of hearing on confirmation fo the combined
plan.
As previously reported by The Troubled Company Reporter, Class 2
(b) under the plan consists of the allowed claims of general
unsecured creditors not treated as small claims. This class will
receive a pro-rata share of a fund totaling $34,882.42, likely to
result in a 10% recovery of allowed claims Pro-rata means the
entire amount of the fund divided by the entire amount owed to
creditors with allowed claims in this class. Creditors in this
class may not take any collection action against Debtor so long as
Debtor is not in material default under the Plan. This class is
impaired.
If the Plan is confirmed, the payments promised in the Plan
constitute new contractual obligations that replace the Debtor's
pre-confirmation debts. Creditors may not seize their collateral or
enforce their pre-confirmation debts so long as Debtor performs all
obligations under the Plan. If Debtor defaults in performing Plan
obligations, any creditor can file a motion to have the case
dismissed or converted to a Chapter 7 liquidation, or enforce their
non-bankruptcy rights. The Debtor will be discharged from all
pre-confirmation debts if Debtor makes all Plan payments.
A full-text copy of the Combined Plan and Disclosure Statement is
available at:
http://bankrupt.com/misc/canb17-30708-40.pdf
About Radicand Inc.
Radicand, Inc., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Cal. Case No. 17-30708) on July 21,
2017. In the petition signed by CEO Gregory Kress, the Debtor
estimated assets of less than $50,000 and liabilities of less than
$500,000.
RENAISSANCE PARTNERS: July 31 Hearing on Plan and Disclosures
-------------------------------------------------------------
Judge Robert Summerhays of the U.S. Bankruptcy Court for the
Western District of Louisiana conditionally approved Renaissance
Partners, LLC's disclosure statement with respect to a chapter 11
plan dated June 7, 2018.
July 24, 2018 is fixed as the last day for filing written
acceptances or rejections of the plan, and the last for filing and
serving written objections to the disclosure statement and
confirmation of the plan.
July 31, 2018 at 10:00 a.m. is fixed for the hearing on final
approval of the disclosure and for the hearing on confirmation of
the plan.
As previously reported by the Troubled Company Reporter, creditors
holding Class 7 unsecured claims under the plan will be paid a
pro-rata portion of $5,000 per quarter for 28 quarters for a total
of $140,000.
A copy of the disclosure statement is available for free at:
http://bankrupt.com/misc/ilnb17-24246-84.pdf
About Renaissance Partners
Based in New Iberia, Louisiana, Renaissance Partners, LLC, is a
privately-held company that owns a real property located at 1278
School Street, 1230 Main Street, Hackberry, Louisiana, valued by
the company at $1.65 million.
Renaissance Partners sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. La. Case No. 18-50024) on Jan. 9,
2018. David Groner, member, signed the petition.
At the time of the filing, the Debtor disclosed $1.92 million in
assets and $2.22 million in liabilities.
Judge Robert Summerhays presides over the case. The Debtor hired
Weinstein & St. Germain, LLC, as its legal counsel.
RENT-A-CENTER INC.: Moody's Puts B2 CFR on Review for Downgrade
---------------------------------------------------------------
Moody's Investors Service placed Rent-A-Center, Inc.'s B2 Corporate
Family Rating, B2-PD Probability of Default rating, Ba2 Senior
Secured Credit Facilities ratings, and B3 Senior Unsecured debt
ratings on review for downgrade. Rent-A-Center's SGL-3 Speculative
Grade Liquidity rating remains unchanged. The Company's ratings
Outlook was changed to Ratings Under Review from Negative.
The rating action follows Rent-A-Center's announcement that it has
agreed to be acquired by Vintage Rodeo Parent, LLC, an affiliate of
private equity firm Vintage Capital Management, LLC, for $15.00 per
share in cash. The transaction represents an estimated total
enterprise value of around $1.4 billion, including Rent-A-Center's
net debt outstanding as of March 31, 2018, or around 21.8x trailing
twelve month EBITDA. The transaction is expected to close by the
end of 2018, subject to customary closing conditions including the
receipt of stockholder and regulatory approvals.
"While Rent-A-Center appears to be making progress with its
strategic turnaround plan, it is still in the early stages and has
yet to prove sustainable," stated Moody's retail analyst, Mike
Zuccaro. "We believe this transaction will likely result in
meaningfully higher debt and leverage, along with weaker interest
coverage, post transaction."
Rent-A-Center, Inc.
Ratings placed under review for downgrade:
- Corporate Family Rating, currently B2
- Probability of Default Rating, currently B2-PD
- Senior Secured Credit Facilities, currently Ba2 (LGD2)
- Senior Unsecured Notes, currently B3 (LGD4)
Rating unchanged:
- Speculative Grade Liquidity Rating, SGL-3
Outlook action:
- Changed to Rating Under Review from Negative
RATINGS RATIONALE
The review for downgrade will focus on the Company's capital
structure and leverage profile post completion, as well as ongoing
impact from turnaround efforts and potential cost savings
initiatives on its future operating performance. Rent-A-Center's
credit facilities and notes are governed by various change of
control provisions and events of default. For the Company's notes,
the change in control language also includes an offer to purchase
the notes with cash equal to 101% of the principal amount plus
accrued interest.
Rent-A-Center, Inc., with headquarters in Plano, Texas operates the
largest chain of consumer rent-to-own stores in the U.S. with
approximately 3,500 company operated stores and kiosks located in
the U.S., Canada, Mexico and Puerto Rico. Rent-A-Center also
franchises approximately 225 rent-to-own stores that operate under
the "Rent-A-Center," "ColorTyme" and "RimTyme" banners. Revenue
approached $2.7 billion for the twelve month period ended March 31,
2018.
ROCKDALE HOSPITALITY: Unsecureds to Get $1K Per Month Over 60 Mos
-----------------------------------------------------------------
Rockdale Hospitality, LLC, filed with the U.S. Bankruptcy Court for
the Western District of Texas a disclosure statement and plan.
Under the Plan, Class 2 will consist of the Allowed Administrative
Claim of Days Inn Worldwide in the estimated amount of $4,565.34.
Class 3 will consist of the Allowed Secured Claims of Ad Valorem
Taxing Authorities on the Debtor's real and personal property,
which accrued on or prior to January 1, 2018 in the estimated
amount of $ $35500.93.
Class 4 consists of the Allowed Secured Claim of Texas Property Tax
Loans in the estimated total amount of $34,726.75. The Class 4
Claims will be paid once Allowed over 84 months from the
Confirmation Date. These creditors shall retain their liens to
secure their claims until paid in full under this Plan. The Class 4
Claims shall be paid interest from the Petition Date at the rate of
1% per month from the Petition Date through the Effective Date of
the Plan and 9.9% per annum following the Effective Date until
paid in full.
Class 5 will consist of the will consist of the Allowed Priority
Claims of Employees in the estimated amount of $2,142.00. Class 5
Claims will be paid in full over 6 months from the Effective Date.
Payments will be made on the first day of the month following the
Effective Date and shall bear interest at 3% per annum.
Class 9 will consist of Allowed General Unsecured Claims and is
estimated to be approximately $848,931.35. The Debtor has not filed
claims objections and may object to certain of the unsecured
claims. Each holder of an Allowed General Unsecured Claim will be
paid its pro-rata share of $1,000.00 a month over sixty (60)
months, beginning on the 20th of the month following the Effective
Date and continuing on the twentieth day of each month thereafter
until paid in full pursuant to the Plan. Holders of insider claims
will be paid nothing under this Plan.
The funds necessary for the satisfaction of the creditors' claims
will be generated from the Debtor's income and the contributions to
be made by the Equity Interest Holders called for by the Plan.
A full-text copy of the Disclosure Statement dated June 13, 2018,
is available at:
http://bankrupt.com/misc/txwb18-60100-63.pdf
About Rockdale Hospitality
Rockdale Hospitality, LLC, a small business debtor as defined in 11
U.S.C. Section 101(51D), is in the traveler accommodation
business.
Rockdale Hospitality, doing business as Days Inn, filed a Chapter
11 petition (Bankr. W.D. Tex. Case No. 18-60100) on Feb. 13, 2018.
In the petition signed by Kamlesh Patel, manager, the Debtor
estimated assets and liabilities at $1 million to $10 million. The
case is assigned to Judge Ronald B. King. Joyce W. Lindauer
Attorney, PLLC, is the Debtor's counsel. The Debtor tapped Aaron
Hungerford as accountant.
ROCKY PINE: Judge Denies Continued Cash Collateral Use as Moot
--------------------------------------------------------------
The Hon. Mary Ann Whipple of the U.S. Bankruptcy Court for the
Northern District of Ohio, denied Rocky Pine Farms, LLC from
continued use of cash collateral as moot.
Because the Debtor's Chapter 11 Plan has been confirmed, the Court
finds no further need for continued authorization to use cash
collateral. However, the prior orders of the Court authorizing
interim use of cash collateral in accordance with the motion remain
in effect to the extent of and according to their terms.
A copy of the Order is available at
http://bankrupt.com/misc/ohnb17-32918-99.pdf
About Rocky Pine Farms
Founded 2007, Rocky Pine Farms, LLC, is a small organization in the
crop farms industry. Rocky Pine Farms, based in Tiffin, Ohio,
filed a Chapter 11 petition (Bankr. N.D. Ohio Case No. 17-32918) on
Sept. 12, 2017. In the petition signed by Patricia Nye, president,
the Debtor estimated $100,000 to $500,000 in assets and $1 million
to $10 million in liabilities. The Hon. Mary Ann Whipple presides
over the case. Raymond L. Beebe, Esq., at Raymond L. Beebe Co.,
LPA, serves as bankruptcy counsel. An official committee of
unsecured creditors has not been appointed in the Chapter 11 case.
RSF 17872: Latest Plan to Pay Unsecureds in Full Plus Interest
--------------------------------------------------------------
RSF 17872 Via De Fortuna LLC filed with the U.S. Bankruptcy Court
for the Southern District of California a disclosure statement
describing its first amended disclosure statement.
On April 27, 2017, the Debtor filed its Motion for an Order
Authorizing Debtor to Obtain Post-Petition Secured Financing in the
Form of a Line of Credit from a Related Entity, etc. Pursuant to
the Motion for Financing, the Debtor had arranged for a secured
line of credit from Orb Capital, LLC, a related entity, of up to
$3,000,000 to be used for administrative expenses and construction
costs to re-commence the stalled renovation project for the
Debtor's Property.
This latest filing provides that the Debtor has obtained Bankruptcy
Court approval of an increase in the Orb credit line to $5,500,000
in order to fund the remaining cost of constructions,
administrative claims and certain plan-related expenditures. The
plan further provides that following confirmation of the plan, the
reorganized debtor may obtain further increases in the Orb line of
credit and extensions of the maturity date of the Orb loan.
The plan also modifies the treatment of Class 6 unsecured
creditors. Unsecured creditors holding allowed claims will each
receive payment in full of their claims on the later of 90 days
following the Effective Date of the Plan or 30 days after allowance
of the claim if an objection is filed to the claim before the
payment date. Payment in full includes interest thereon from the
Effective Date of the Plan to the date of payment at the interest
rate prescribed by 28 U.S.C. section 1961 for post-judgment
interest, or such other rate as may be described in the order
confirming the plan.
The previous version of the plan provided that unsecured creditors
will be paid in full but with no interest.
The Debtor will file objections to any Class 6 claims that it
disputes within 60 days following the Effective Date of the Plan.
Any disputed Class 6 claim that is allowed by the Court will be
paid in full on the later of 90 days following the Effective Date
of the Plan or 30 days after allowance of the claim. If a disputed
Class 6 claim has not been finally resolved on the date of
distribution to allowed Class 6 claims, the Debtor shall draw
sufficient funds to pay the disputed claim in full from the Orb
line of credit and reserve such funds until the disputed claim has
been finally allowed or disallowed.
A full-text copy of the Latest Disclosure Statement is available
at:
http://bankrupt.com/misc/casb16-04436-11-186.pdf
About RSF 17872 Via De Fortuna LLC
RSF 17872 Via De Fortuna LLC sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. S.D. Calif. Case No. 16-04436) on July
22, 2016. The petition was signed by Black Rock Thoroughbreds,
LLLP, the Debtor's manager. The Debtor is represented by Todd
Ringstad, Esq., at Ringstad & Sanders LLP. At the time of the
filing, the Debtor estimated its assets at $10 million to $50
million and debts at $1 million to $10 million.
No official committee of unsecured creditors has been appointed in
the Debtor's case.
SAMRAJ LLC: Queens Property Up for Auction July 13
--------------------------------------------------
Wyatt Gibbons, Esq., as Referee, will sell at public auction at the
Queens County Supreme Court, Courtroom 25, 88-11 Sutphin Boulevard,
Jamaica, NY on July 13, 2018 at 10:00 a.m., a parcel of land, with
the buildings and improvements thereon, known as 107-13 155th
Street, Queens, NY (Block 10134 and Lot 18).
The Premises will be sold subject to provisions of the Judgment of
Foreclosure and Sale dated November 27, 2017 and entered on
December 11, 2017, in the case, NYCTL 1998-2 TRUST AND THE BANK OF
NEW YORK MELLON AS COLLATERAL AGENT AND CUSTODIAN, Plaintiff, vs.
SAMRAJ LLC, ET AL., Defendant(s).
The approximate amount of judgment is $43,383.16 plus interest and
costs.
Attorneys for Plaintiff:
The Law Office of Thomas P. Malone, PLLC
60 East 42nd Street, Suite 553
New York, New York 10165
SHARING ECONOMY: Signs Deal to Buy Future Ocean for HK$96 Million
-----------------------------------------------------------------
EC Assets Management Limited, a wholly owned subsidiary of Sharing
Economy International Inc., and Golden Value Finance Limited,
entered into a provisional agreement for purchase and sale of the
entire issued share capital of Future Ocean Limited, the owner of
House No. 74 Cedar Drive (also known as House B31) the Redhill
Peninsula Site D No. 18 Pak Pat Shan Road Hong Kong. Pursuant to
the agreement, EC Assets has agreed to purchase Future Ocean
Limited for HKD96 million. The parties intend to negotiate in good
faith to enter into a formal agreement for the purchase and sale of
the Property on or before July 31, 2018. The closing is anticipated
to occur on or before Dec. 13, 2018. There is no guarantee that
the transaction will be consummated.
A full-text copy of the Provisional Agreement is available for free
at https://is.gd/VTKenm
About Sharing Economy
Headquartered in Jiangsu Province, China, Sharing Economy
International Inc. -- http://www.seii.com/-- designs, manufactures
and distributes a line of proprietary high and low temperature
dyeing and finishing machinery to the textile industry. The
Company's latest business initiatives are focused on targeting the
technology and global sharing economy markets by developing online
platforms and rental business partnerships that will drive the
global development of sharing through economical rental business
models. Moreover, the Company will actively pursue blockchain
technology in its existing and to-be-acquired business, enabling
the general public to realize the beauty of resource sharing.
RBSM 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 had a loss from
continuing operations for the year ended Dec. 31, 2017 and expects
continuing future losses, and has stated that substantial doubt
exists about the Company's ability to continue as a going concern.
RBSM has served as the Company's auditor since 2012.
Sharing Economy incurred a net loss of $12.92 million in 2017 and a
net loss of $11.67 million in 2016. As of March 31, 2018, the
company had $76.73 million in total assets, $9.05 million in total
liabilities and $67.67 million in total stockholders' equity.
SOUTH COAST: Amends Treatment of Briar Capital Secured Claim
------------------------------------------------------------
South Coast Supply Company, filed with the U.S. Bankruptcy Court
for the Southern District of Texas a first amended disclosure
statement explaining its first amended plan of reorganization to
amend the treatment of the secured claim of Briar Capital,
classified in Class 2.
The Debtor intends to abandons the inventory purchased by Texas
Pipe and Supply Company, Ltd. and/or Dodson Global, Inc.,
recognizing that Briar Capital claims a security interest in that
inventory. However, the Debtor retains the right to bring an
avoidance action against Texas Pipe and Supply Company, Ltd.,
Dodson Global, Inc., and their affiliates. The Debtor also
abandons its interest in the Loomis Sayles Bond, recognizing that
Briar Capital has a security interest in the Loomis Sayles Bond.
Upon request, the Debtor will execute a collateral assignment,
assigning the interest to Briar Capital. To the extent that Briar
Capital collects any amounts on account of the Loomis Sayles Bond,
such amounts shall be credited to the Class 2 Claim.
Under the plan, Class 3 is for Solstice capital secured claim. The
Allowed Class 3 Claim will retain all liens, security interests and
other rights provided under the DIP Credit Agreement, the
Promissory Note, the DIP Security Agreement and the Final Order
Approving Post-Petition Financing. As part of the consideration for
the sale of the Debtor's Purchased Assets, the Purchaser will
assume all debts owed by South Coast to Solstice Capital at
Closing.
Class 4 is for property tax claims which consists of all Allowed
Secured Claims, of taxing authorities secured by a tax lien on the
Debtor’s personal property. Allowed Class 4 Claims shall be paid,
in full from the Briar Capital Collateral Account, within ten (10)
business days of (i) the Effective Date, unless previously paid
pursuant to an order on the Motion to Disburse, or (ii) the day the
Class 4 Claim becomes an Allowed Claim, whichever is later. Until
the Allowed Class 4 Claims are paid in full, the holders of the
Class 4 Claims shall retain their liens in the sale proceeds
deposited into the Briar Capital Collateral Account to the same
extent and with the same priority as the liens held by the Class 4
Claimants against the Debtor’s personal property. The Debtor will
maintain a balance of at least the amount of the Class 4 Claims in
the Briar Capital Collateral Account until the Class 4 Claim is
paid in full. Two Class 4 Claims have been filed totaling
$68,439.80.
Means for execution of the plan is proposed sale of certain assets
of the Debtor to Solstice Capital, LLC or its assignee.
A full-text copy of the disclosure statement dated June 13, 2018,
is available at:
http://bankrupt.com/misc/txsb17-35898-152.pdf
About South Coast Supply
Founded in 1972 and headquartered in Houston, Texas, South Coast
Supply Company -- http://www.southcoastsupply.com/-- is a
distributor of industrial equipment including flanges, weld
fittings, long weld necks, OD & ID heads, pipe, valves, pressure
fittings and piping accessories. South Coast is a dependable
supply source for engineering/construction, vessel fabricators,
heat exchanger industry, original equipment manufacturers (OEM),
industrial contractors, gas transmission companies, mechanical
contractors, water/wastewater industry and companies in oil and gas
exploration/processing industries in the U.S. and export market.
South Coast Supply Company filed for Chapter 11 bankruptcy
protection (Bankr. S.D. Tex. Case No. 17-35898) on Oct. 20, 2017.
In the petition signed by Steven Mark Gray, CEO, the Debtor
estimated its assets and liabilities at between $1 million and $10
million. Judge Karen K. Brown presides over the case. Miles H.
Cohn, Esq., at Crain, Caton & James, P.C., serves as the Debtor's
bankruptcy counsel.
SPA 810: U.S. Trustee Forms 5-Member Committee
----------------------------------------------
The Office of the U.S. Trustee on June 22 appointed five creditors
to serve on the official committee of unsecured creditors in the
Chapter 11 cases of SPA 810, LLC and Phoenix Global Consulting
Services Inc.
The committee members are:
(1) Jerome Malone Sagemont Developers, Inc.
c/o Jeffrey W. Wheelock
7660 Woodway, Suite 460
Houston, Texas 77063
Email: jeromemalone12@yahoo.com
Telephone: (832) 654-5880
(2) Angela Henry Secured Legacy Franchise Development, Inc.
c/o Jeffrey W. Wheelock
7660 Woodway, Suite 460
Houston, Texas 77063
Email: angela_henry2@icloud.com
Telephone: (832) 721-2955
(3) Robert De Graves
491 Las Colindas Rd.
San Rafael, California 94903
Email: degravesr@gmail.com
Telephone: (415) 686-2201
(4) Justin J. Dertinger
VitalSigns Holdings, LLC
c/o Plunk Smith, PLLC
1701 Legacy Dr., Suite 2000
Frisco, Texas 75034
Email: justin@plunksmith.com
Telephone: (972)370-3333
(5) Christina Speros
CJS Pinnacle LLC
11485 N. 72nd Way
Scottsdale, Arizona 85260
Email: chrissy@sperosgroup.com
Telephone: (602) 677-4088
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 SPA 810 and Phoenix Global
Consulting Services
SPA 810, LLC -- https://www.spa810.com -- owns and operates spas.
It is headquartered in Scottsdale, Arizona, with locations in
Texas, Arkansas, Florida, Iowa, Minnesota, Georgia, Oklahoma,
Colorado, and Kentucky.
SPA 810 and Phoenix Global Consulting Services sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case Nos.
18-06718 and 18-06719) on June 11, 2018.
At the time of the filing, SPA 810 disclosed that it had estimated
assets of less than $500,000 and liabilities of less than $1
million to $10 million. Phoenix Global disclosed less than $50,000
in assets and less than $1 million in liabilities.
The Debtors hired Dickinson Wright PLLC as their legal counsel.
STARS GROUP: Fitch Assigns 'B+' IDR & Rates Secured Debt 'BB'
-------------------------------------------------------------
Fitch Ratings has assigned The Stars Group Inc. (TSG) a first time
Issuer Default Rating (IDR) of 'B+' with a Stable Outlook. Fitch
has also assigned a senior secured debt rating of 'BB'/'RR2' and a
senior unsecured debt rating of 'B-'/'RR6'.
The 'B+' IDR reflects TSG's dominant position in online poker;
increasing diversification through a successful launch of an online
casino platform and acquisition of sport betting assets; and a
history of using its superior FCF margins to deleverage quickly
following its last large acquisition. TSG's 2019 debt/EBITDA
estimated by Fitch is 6.0x improving to 5.1x by 2020 as TSG
realizes the cost synergies from the Sky Bet and Gaming (Sky Bet)
acquisition and repays debt. Fitch estimates TSG will generate $410
million-$590 million annual FCF during the 2019-2021 time period
(15%-19% FCF margin) and assumes that the bulk of the FCF is
applied to debt paydown.
KEY RATING DRIVERS
Dominant Poker Platform: TSG estimates that its PokerStars online
poker platform captures a significant majority of the online poker
volume in regions where it operates. The dominant position is
reinforced by the players' gravitation towards more active
platforms that can offer more variety of games and larger
tournament payouts. PokerStars also acts as a low cost player
acquisition channel for PokerStars' casino and sports betting
segments. These segments were launched around 2015 and grew to $432
million in revenues (LTM ending March 31, 2018). The acquisition of
Sky Bet and the two sportsbook businesses in Australia (CrownBet
and William Hill Australia) will accelerate the cross selling
opportunities between the business units.
Sky Bet Acquisition Benefits: Sky Bet increases TSG's
diversification across business lines and decreases its exposure to
unregulated markets. Pro forma revenue exposure to poker, casino
and sportsbook will be 37%, 26% and 34%, respectively, and 75% of
the revenues will be attributable to regulated markets, compared to
51% prior to the acquisition. The main risk surrounding unregulated
markets is that they may develop more stringent regulations, which
can adversely affect TSG margins or may force TSG out of the
market. Sky Bet benefits from a loyal customer base (58% use Sky
Bet exclusively), branding agreement with Sky Plc and a strong
mobile platform. Negatively, exposure to U.K. will increase as Sky
Bet is U.K. focused with pro forma U.K. exposure going up to 37%.
The U.K. government said it will look to increase the Remote Gaming
Duty, now set at 15% and paid by online gaming operators, to offset
the expected decline in tax revenues from the lowering of the
maximum bets set for the fixed odds betting terminals (FOBT). TSG
factored in a potential for a tax increase when acquiring Sky Bet
although the magnitude and the timing of the potential tax increase
are unknown.
Clear Path to Deleverage: TSG's strong FCF profile will allow for
fast deleveraging. Fitch forecasts 6.0x debt/EBITDA at year-end
2019 declining to 4.4x by 2021. The pending debt incurrence was
well telegraphed to the investment community as TSG publicly was
open about seeking a large sportsbook acquisition target.
Increasing visibility into deleveraging is TSG's track record of
quick debt reduction following the acquisition of PokerStars, the
new credit facility's excess cash flow sweep and FCF/debt ratio of
7%-12% through 2021. Liquidity profile is solid providing a clear
runway and visibility for deleveraging. There are no maturities for
seven years and no financial covenants on the term loan. The
transaction contemplates a $700 million revolver with $100 drawn at
closing.
Legal Overhang: TSG has a pending law suit with the Commonwealth of
Kentucky. A trial court awarded Kentucky $870 million relating to
the PokerStars' operations in the commonwealth in 2006-2011, a
period in which PokerStars operated illegally in U.S. TSG did not
own PokerStars during this period and will seek to recover the
ultimate damages, to the extent there are any, from the prior
owners. There is a seller's escrow account related to the 2014
PokerStars acquisition with approximately $300 million contributed
at the time of sale with TSG receiving about $6 million from the
fund to date. The award in the meantime is being appealed by TSG.
DERIVATION SUMMARY
TSG's closest Fitch-rated peer is GVC Holdings plc (GVC; IDR of BB+
(EXP)). GVC is a large Europe focused online gaming company but
also has land-based retail operations in U.K. GVC's pro forma
leverage is around 3x relative to TSG's pro forma leverage that is
closer to 6x. Companies are comparable in scale; however, GVC is
more exposed to U.K. and sports betting, while TSG is more skewed
towards poker, which it dominates. Sports betting is more
fragmented and exposed to competition. Scientific Games Corp (SGMS;
b* Issuer Default Credit Opinion) is also a relevant comparison.
SGMS has comparable business risk being a diversified global gaming
supplier with some business-to-consumer exposure. Per Fitch's 2018
forecast, SGMS leverage is around 7x and its FCF margin is weaker
at 6% as SGMS has considerable capex spending.
KEY ASSUMPTIONS
Fitch's Key Assumptions Within Its Rating Case for the Issuer
-- Annual revenue growth rate of 0% for poker, 7% for legacy
sportsbook/casino business (including the Australian acquisitions)
and 10% for Sky Bet.
-- 37% run-rate EBITDA margin taking into account 31% Sky Bet
margin.
-- FCF of approximately $410 million-$590 million with annual
income tax of $50 million-$75 million; capex of about $140 million
and interest expense of $280 million-$340 million.
-- No dividends or M&A assumed.
Fitch's Key Assumptions Within Its Recovery Analysis
-- Going concern EBITDA assumes a stressed situation where TSG's
EBITDA is pressured by regulatory changes and/or intensified
competition, in sports betting in particular. The going concern
EBITDA Fitch uses in the recovery analysis is 20% lower than the
pro forma EBITDA including the cost synergies.
-- EV/EBITDA multiple of 6.5x, which is at the higher end of
multiples Fitch uses in the recovery analysis for gaming suppliers
and online gaming companies as well as for the broader technology
sector. The higher multiple reflects TSG's market position in poker
and solid EBITDA and FCF margins plus Sky Bet's good growth
prospects. The multiple also takes into account TSG's market
implied EV/EBITDA multiple generally in excess of 8x and the recent
comparable acquisitions in excess of 12x.
-- Fitch assumes full draw on the revolver.
RATING SENSITIVITIES
Developments that May, Individually or Collectively, Lead to
Positive Rating Action
-- Debt/EBITDA below 5x;
-- Discretionary FCF margin sustaining above 15%.
Developments that May, Individually or Collectively, Lead to
Negative Rating Action
-- Debt/EBITDA sustaining above 6x;
-- Discretionary FCF margin declining into the single digit
range;
-- TSG being ultimately liable for the Kentucky claim, with
negative rating action related to this hinging on TSG's financial
profile at the time the award is due and TSG's plan to fund the
award.
--Sharp decline in operations perhaps related to loss of market
share in the sportsbook or casino business or an acceleration in
the decline of poker's popularity.
LIQUIDITY
Solid Liquidity: Liquidity profile is solid providing a clear
runway for deleveraging. There are no maturities for seven years,
no financial covenants on the term loan and a $700 million revolver
with $100 million drawn at closing.
FULL LIST OF RATING ACTIONS
Fitch has assigned the following ratings:
The Stars Group Inc.
-- Issuer Default Rating (IDR) 'B+'.
Stars Group Holdings B.V.
-- IDR 'B+';
-- Senior secured credit facility 'BB'/'RR2';
-- Senior unsecured notes 'B-'/'RR6'.
Stars Group (US) Co-Borrower LLC
-- IDR 'B+'.
TSG Australia Holdings PTY LTD.
-- IDR 'B+'.
Naris Limited
-- IDR 'B+'.
The Rating Outlook is Stable.
STERNSCHNUPPE LLC: Plan Confirmation Hearing Set for July 18
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada is set to hold
a hearing on July 18, at 9:30 a.m., to consider confirmation of the
Chapter 11 plan of reorganization for Sternschnuppe LLC.
The hearing will take place at Courtroom 2, Foley Federal
Building.
The latest plan contains an additional provision on the treatment
of secured claims held by the Department of the Treasury, Internal
Revenue Service, Nevada Department of Taxation, and Republic
Services.
The provision allows secured creditors to retain the lien securing
their claims, whether the property subject to the lien is retained
by Sternschnuppe or transferred to another entity, to the extent of
the allowed amount of such claims.
In addition, Sternschnuppe removed from its latest restructuring
plan the provisions that would discharge the company from all
claims or debts that arose before the effective date of the plan.
A copy of the first amended Chapter 11 plan of reorganization is
available for free at:
http://bankrupt.com/misc/nvb16-11242-234.pdf
About Sternschnuppe
Sternschnuppe LLC filed a chapter 11 petition (Bankr. D. Nev. Case
No. 16-11242) on March 10, 2016. The petition was signed by
Kimberly Michaelis, managing member. The case is assigned to Judge
Mike K. Nakagawa. The Debtor estimated assets and liabilities at
$1 million to $10 million at the time of the filing. The Debtor is
represented by Nedda Ghandi, Esq., at Ghandi Deeter Law Offices.
STREET BREADS: Files Immaterial Modifications to Plan Outline
-------------------------------------------------------------
Street Breads of Southwest Louisiana, LLC filed with the U.S.
Bankruptcy Court for the Middle District of Louisiana an
"immaterially modified" amended disclosure statement in support of
its Chapter 11 plan of reorganization.
According to the disclosure statement, creditors of Street Breads
that hold Class 3 general unsecured claims will receive a pro rata
share of $10,000 not later than 60 days after the petition date.
The company estimates these creditors will receive 1% to 2% of
their allowed claims.
A copy of the disclosure statement is available for free at:
http://bankrupt.com/misc/lamb18-10112-92.pdf
About Street Breads
Street Breads of Southwest Louisiana, LLC, sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. M.D. La. Case No.
18-10112) on Feb. 5, 2018. In the petition signed by Joshua
Priola, member, the Debtor estimated assets of less than $500,000
and liabilities of less than $1 million. Stewart Robbins & Brown,
LLC, is the Debtor's legal counsel.
SUPERCANAL SA: Seeks US Recognition of Argentine Restructuring
--------------------------------------------------------------
Supercanal S.A. filed a Chapter 15 petition to seek U.S.
recognition of its corporate restructuring proceedings in
Argentina.
Supercanal S.A. is a corporation (sociedad anonima) organized and
operating under the laws of Argentina. Its business, which is
conducted through various subsidiaries, consists primarily of the
installation operation and development of cable television and data
cable transmission. Supercanal is a major provider of television
and broadband services in Argentina and its operations and
subscribers are located in Argentina.
On March 29, 2000, the Debtor, together with certain affiliated
entities, filed petitions commencing the Concurso before the
Argentine Court in order to obtain protections afforded under
Argentine law and to restructure their obligations. The majority
of the Debtor's obligations are governed by Argentine law with the
exception of certain financial obligations which are governed by
New York law including the U.S. $300 million 11.5% senior notes due
2005 issued pursuant to a New York law governed indenture dated as
of May 13, 1998, by and among Supercanal Holding S.A. and
Supercanal S.A., as issuers, and The Bank of New York, as Trustee,
Registrar and Paying Agent (the "Indenture").
The Argentine Court admitted the petitions and ordered the
commencement of the Concurso on April 19, 2000.
Upon commencement of a Concurso, an automatic statutory stay arises
staying all other actions or proceedings against the debtor or its
property during the pendency of the Concurso.
On Nov. 4, 2005, the Reorganization Plan was filed before the
Argentine Court. The Reorganization Plan involved a corporate
restructuring of the group pursuant to which Supercanal Holding
S.A., which was an issuer under the 2005 Notes and the former
parent company of the Debtor, merged into the Debtor.
The Restructuring Plan also provided for the restructuring and
capitalization of the Debtor's unsecured obligations (including the
2005 Notes) into shares of a newly formed parent company.
On Nov. 21, 2005, evidence of consent to the Reorganization Plan by
the requisite threshold of unsecured creditors under Argentine
Insolvency Law was filed before the Argentine Court.
The Argentine Court first endorsed the Reorganization Plan on
December 26, 2007. The Reorganization Plan was then subject to
appeals by certain secured creditors. Without detailing the
appellate history with respect to the challenges to the
Reorganization Plan and further endorsements issued by the
Argentine Court with respect thereto, upon the withdrawal of the
last remaining appeal on March 10, 2015, the last Endorsement Order
with respect to the Reorganization Plan which was entered on March
3, 2011 became final as of Dec. 28, 2011 (the date the Endorsement
Order was confirmed by the Argentine National Court of Appeals).
Jennifer C. DeMarco, of Clifford Chance US LLP, counsel to Eduardo
Marcelo Vila, foreign representative of Supercanal, explains that
pursuant to Argentine Insolvency Law, the endorsement of a
reorganization plan results in the discharge of all prepetition
unsecured claims (which are replaced by the obligations assumed
under the reorganization plan) and an endorsed reorganization plan
extends to all prepetition unsecured creditors whose claims have
been verified or admitted, whether or not they have participated.
Therefore, according to Ms. DeMarco, upon the Endorsement Order for
the Reorganization Plan becoming final, the rights of the Debtor's
prepetition unsecured creditors to receive payment under their
original claims was replaced by operation of Argentine Insolvency
Law with the obligations assumed by the Debtor under the endorsed
Reorganization Plan.
The Debtor's Reorganization Plan provides, among other things, for
the exchange of the 2005 Notes for Class A Shares in
Supercablecanal S.A. ("Supercablecanal"), a newly formed parent
company of the Debtor. Supercablecanal is a corporation (sociedad
anonima) organized and operating under the laws of Argentina and
owns 99.99% of the Debtor.
Eduardo Marcelo Vila and Carlos Esteban Cvitanich were appointed as
agents in connection with implementation of certain steps under the
Reorganization Plan including the creation of Supercablecanal and
the delivery of Supercablecanal's Class A Shares in exchange for
the 2005 Notes pursuant to the Reorganization Plan.
Pursuant to the Reorganization Plan, the 2005 Notes have no further
force or effect and the sole right granted under the Plan with
respect to the 2005 Notes is the right to exchange them for
Supercablecanal's Class A Shares. Further, under Argentine law,
the statute of limitation for the delivery of the Notes in exchange
for the Class A Shares is five years, following which holders who
have not delivered their Notes in exchange for the Class A Shares
will have no further ability to do so, and the corresponding Class
A Shares will be either cancelled, distributed pro-rata among the
other holders of the Class A Shares at the time outstanding or
sold, at the discretion of Supercablecanal. Any 2005 Notes not
exchanged in accordance with the Reorganization Plan by such time
will be cancelled and terminated.
The 2005 Notes were issued in the form of registered notes in
global form.
The 2005 Notes were issued in the name of Cede & Co., as nominee of
the Depository Trust Company ("DTC") and the global certificates
deposited with the Bank of New York Mellon, in its capacity as
Trustee under the Indenture governing the 2005 Notes, as custodian
for DTC. The 2005 Notes continue to be registered in the name of
Cede & Co. and deposited in the DTC system. In addition, the 2005
Notes continue to be held in trust in New York with The Bank of New
York Mellon. Because the 2005 Notes are held through custody
accounts with independent brokers and custodians, the Debtor is
unable to independently verify all of the identities of the
beneficial owners of the 2005 Notes (such brokers, nominees,
custodians and DTC participants that hold the 2005 Notes in "street
name" on behalf of beneficial owners, together with the Trustee and
DTC, are hereinafter referred to as "U.S. Intermediaries").
On June 1, 2018, notice regarding the exchange and procedures was
provided to the holders of the 2005 Notes through the DTC system.
The 2005 Notes may be delivered for exchange for the Class A Shares
through the DTC's system until Sept. 21, 2018 (the "DTC Exchange").
The Trustee with respect to the 2005 Notes will act as exchange
agent to receive the 2005 Notes during the DTC Exchange. Upon
receipt of the 2005 Notes by the Trustee, the Debtor will then
cause the Class A Shares to be registered and delivered directly to
the holders. Thereafter, the DTC's system may not be available for
delivery of the 2005 Notes and holders wishing to exchange them for
the Class A Shares will have to contact the Debtor.
The Class A Shares will continue to be available for exchange until
expiration of the five year statute of limitations, which expires
on June 30, 2022. One of the purposes for seeking the Chapter 15
petition is to provide comfort to the Trustee for the 2005 Notes
regarding its authority to take necessary ministerial steps in
connection with the exchange including canceling the 2005 Notes
upon expiration of the statute of limitations.
The Foreign Representative commenced the Chapter 15 Case to seek
the assistance of the U.S. Bankruptcy Court to give effect in the
United States to the Reorganization Plan and the Endorsement Order,
to eliminate the risk of litigation in the United States by any
creditor in contravention thereof, and to permit the orderly
implementation of the Reorganization Plan.
About Supercanal S.A.
Supercanal S.A. is a corporation (sociedad anonima) organized and
operating under the laws of Argentina. Its business, which is
conducted through various subsidiaries, consists primarily of the
installation operation and development of cable television and data
cable transmission. Supercanal is a major provider of television
and broadband services in Argentina and its operations and
subscribers are located in Argentina.
On March 29, 2000, the Debtor, together with certain affiliated
entities, filed petitions commencing the Concurso before the
Argentine Court in order to obtain protections afforded under
Argentine law and to restructure their obligations.
On Nov. 4, 2005, a reorganization plan for Supercanal was filed
before the Argentine Court. Eduardo Marcelo Vila and Carlos
Esteban Cvitanich were appointed as agents in connection with
implementation of certain steps under the Reorganization Plan.
Supercanal S.A., through foreign representative Eduardo Marcelo
Vila, filed a Chapter 15 petition (Bankr. S.D.N.Y. 18-11869) on
June 21, 2018. The Hon. Martin Glenn oversees the case. Clifford
Chance US LLP is the U.S. counsel to the Debtor.
TERRAFORM POWER: Moody's Hikes CFR to Ba3 & Sr. Notes Rating to B1
------------------------------------------------------------------
Moody's Investors Service upgraded Terraform Power Operating LLC's
(TPO) ratings, including its Corporate Family Rating (CFR) to Ba3
from B1, Probability of Default rating to Ba3-PD from B1-PD, and
the senior unsecured rating to B1 from B2. TPO's Ba1 senior secured
rating is affirmed and TPO's speculative grade liquidity rating is
unchanged at SGL-2. The outlook is stable.
RATINGS RATIONALE
Moody's rating action is prompted by the completion of TPO's
acquisition of 95% of the shares of Saeta Yield, S.A. (Saeta;
unrated), and its expectation that the remaining 5% of the shares
will be acquired by July 3, 2018. "The Saeta transaction increases
TERP's scale and geographic diversity" said Natividad Martel,
Moody's Vice-President Senior Analyst. "We also note that TPO used
the $650 million proceeds from its parent company's recent private
equity placement to fund nearly 60% of the $1.12 billion purchase
price".
This equity placement increased the ownership-stake of the majority
shareholder, an affiliate of Brookfield Asset Management Inc. (BAM,
Baa2, stable) to 65% from 51%, and evidences the benefits derived
from BAM's involvement in the yieldco. The upgrade also considers
that BAM has provided a $500 million secured sponsor line which,
along with the yieldco's $600 million secured bank credit facility,
enhances TPO's liquidity profile.
To fund the acquisition, TPO borrowed a total of $389 million under
these two credit facilities which we understand will be repaid with
the proceeds raised from new project finance debt at some of TPO's
unencumbered assets and cash available at Saeta. The Ba3 rating
anticipates a reduction in the yieldco's historically high reliance
on its corporate bullet debt. An increased proportion of amortizing
debt in the consolidated capital structure, along with Saeta's
outstanding amortizing project debt, will help the yieldco better
cope with re-contracting risk. This changes in the capital
strcuture also drive our expectation of an improvement in TPO's
consolidated key credit metrics. The rating is tempered by TPO's
high exposure to wind assets (64% of the total fleet) and its
weighted average contracted life of 14 years, which is on the lower
side compared to other yieldcos.
The stable outlook assumes that the yieldco's target payout ratio
will range between 80% and 85%, and anticipates that it will record
consolidated credit metrics that are appropriate for the Ba-rating.
Specifically, Moody's expects the run-rate consolidated debt to
EBITDA to remain below 8.0x and the CFO pre-W/C to debt to exceed
5%, on a sustainable basis. The stable outlook also factors in
management's strategy of focusing on enhancing margins and cash
flows through cost saving initiatives, including reductions in
operational and maintenance expenses and the in-sourcing of asset
management and certain back-office functions. The stable outlook
also assumes that the integration process of Saeta's renewable
assets into TPO will not face significant challenges, and that
TPO's new growth initiatives will not be overly aggressive,
particularly new acquisitions, and will be funded in a prudent
manner.
Liquidity
TPO's SGL-2 speculative grade liquidity rating reflects good
liquidity. The SGL-2 assumes that the yieldco will re-invest a
portion of its cash flow available for distribution (CAFD) based on
a payout ratio of a maximum of 85%. The SGL-2 also considers the
yieldco's sizeable credit facilities, including a $600 million
secured revolving credit facility due 2021 and a $500 million
credit line from the sponsor BAM due 2022. It further assumes that
TPO will use the proceeds from new project debt at TERP's
unencumbered assets to repay current outstanding borrowings under
the two facilities to fund the transaction, namely $359 million
under the revolving credit facility and $30 under the sponsor line.
Failure to refinance these outstanding amounts could result in a
lower SGL rating. The SGL-2 also anticipates that TPO will be able
to comfortably meet its financial covenants, and could obtain
additional access to liquidity if necessary from the sale of its
assets, particularly of the company's still unencumbered projects.
Upgrades:
Issuer: TerraForm Power Operating LLC
Probability of Default Rating, Upgraded to Ba3-PD from B1-PD
Corporate Family Rating, Upgraded to Ba3 from B1
Senior Unsecured Regular Bonds/Debentures, Upgraded to B1(LGD5)
from B2(LGD5)
Outlook Actions:
Issuer: TerraForm Power Operating LLC
Outlook, Changed To Stable From Positive
Affirmations:
Issuer: TerraForm Power Operating LLC
Senior Secured Bank Credit Facility, Affirmed Ba1(LGD2)
What Could Change the Rating - Up
Following the successful integration of Saeta's assets and
anticipated improvement in TPO's capital structure, the rating
could experience positive momentum if the yieldco extends its
weighted average contracted life and its consolidated credit
metrics improve significantly; specifically if its consolidated
debt to EBITDA falls below 6.5x, on a sustainable basis.
What Could Change the Rating - Down
A downgrade is likely if TPO's leverage deteriorates such that its
consolidated debt to EBITDA exceeds 8x (considering full-year
financial performance of the acquired assets), on a sustained
basis. TPO's ratings could also be lowered should its growth
initiatives be more aggressive than currently anticipated.
The principal methodology used in these ratings was Unregulated
Utilities and Unregulated Power Companies published in May 2017.
Headquartered in New York, TerraForm Power Operating LLC's (TPO)
asset base aggregates 3.6 GW following the acquisition of Saeta
Yield SA, which increased the portfolio by around 1,000 MW. They
consist of wind assets (64%) and utility scale and distributed
solar projects (36%). Around 75% of the assets are located in North
America while the rest are located in Spain (around 20%), Portugal
and Uruguay (3%).
TOPS HOLDING II: Exclusive Filing Period Extended Through Oct. 22
-----------------------------------------------------------------
The Hon. Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York, at the behest of Tops Holding II
Corporation, has extended the exclusive periods in which to file
and solicit acceptances of a chapter 11 plan through and including
October 22, 2018 and December 21, 2018, respectively.
About Tops Holding II Corporation
Tops Markets, LLC -- http://www.topsmarkets.com/-- is
headquartered in Williamsville, NY and operates 169 full-service
supermarkets with five additional by franchisees under the Tops
Markets banner. Tops employs over 14,000 associates and is a
full-service grocery retailer in Upstate New York, Northern
Pennsylvania, and Vermont.
Tops Management, led by Frank Curci, its chairman and chief
executive officer, acquired Tops in December 2013 through a
leveraged buyout from Morgan Stanley's private equity arm. Morgan
Stanley bought the company in 2007 from the Dutch retailer now
known as Koninklijke Ahold Delhaize NV. In 2010, Tops acquired The
Penn Traffic Company, a local chain with 64 stores. In 2012, it
purchased 21 Grand Union Family Markets stores.
Tops Holding II Corporation, and its subsidiaries, including Tops
Markets, LLC, sought Chapter 11 protection (Bankr. S.D.N.Y. Lead
Case No. 18-22279) on Feb. 21, 2018, to pursue a financial
restructuring that would eliminate a substantial portion of debt
from the Company's balance sheet and position Tops for long-term
success.
The Company listed total assets of $977 million and total
liabilities at $1.17 billion as of Dec. 30, 2017.
The Debtors hired Weil, Gotshal & Manges LLP as their legal
counsel; Hilco Real Estate, LLC as real estate advisor; Evercore
Group L.L.C. as investment banker; FTI Consulting, Inc. and Michael
Buenzow as chief restructuring officer; and Epiq Bankruptcy
Solutions, LLC, as their claims and noticing agent.
The U.S. Trustee for Region 2 appointed an official committee of
unsecured creditors on March 6, 2018. The Committee retained
Morrison & Foerster LLP as its legal counsel; and Zolfo Cooper, LLC
as its financial advisor and bankruptcy consultant.
TRAILER VAN: Plan, Disclosure Statement Hearing Set for Aug. 22
---------------------------------------------------------------
Judge Mildred Caban Flores of the U.S. Bankruptcy Court for the
District of Puerto Rico conditionally approved Trailer Van Corp.'s
amended disclosure statement filed on June 1, 2018.
Acceptances or rejections of the Plan may be filed in writing by
the holders of all claims on/or before 14 days prior to the date of
the hearing on confirmation of the Plan.
Any objection to the final approval of the Disclosure Statement
and/or the confirmation of the Plan must be filed on/or before 14
days prior to the date of the hearing on confirmation of the Plan.
A hearing for the consideration of the final approval of the
Disclosure Statement and the confirmation of the Plan will be held
on August 22, 2018 at 9:00 A.M. at the U.S. Bankruptcy Court, Jose
V. Toledo U.S. Post Office and Courthouse Building, 300 Recinto Sur
Street, Courtroom 3, Third Floor, San Juan, Puerto Rico.
As reported by the Troubled Company Reporter on June 12, 2018,
under the latest plan, a settlement agreement was reached with
creditor Jacqueline Pietri Torres. Under the agreement, two land
properties, which are assets of debtor's estate, are to be
transferred to the creditor in full payment of its credit.
A full-text copy of the Amended Disclosure Statement is available
at:
http://bankrupt.com/misc/prb16-07655-11-89.pdf
About Trailer Van Corp.
Headquartered in Carolina, Puerto Rico, Trailer Van Corp. filed for
Chapter 11 bankruptcy protection (Bankr. D.P.R. Case No. 16-07655)
on Sept. 27, 2016, estimating its assets at up to $50,000 and its
liabilities at between $100,001 and $500,000. Fausto David Godreau
Zayas, Esq., at Godreau & Gonzalez Law serves as the Debtor's
bankruptcy counsel.
In June 1979, Frank Sanfilippo Sr. and his partner Peter Uscinowicz
founded Trailer Van Corp., under the concept of bringing into the
Island of Puerto Rico a mean of storage and mobile office trailer.
TRAVELERS OF AMERICA: Unsecured Creditors Guaranteed 6.21% Dividend
-------------------------------------------------------------------
Travelers of America, Inc. filed with the U.S. Bankruptcy Court for
the Southern District of Florida a disclosure statement in support
of its chapter 11 plan of reorganization dated June 12, 2018.
The Debtor is a Florida for-profit S corporation formed on June 11,
2010. Eduardo De Grijze is the President of the corporation and
sole owner. The Debtor is in the business of trucking and
transportation and owned 38 trucks, all subject to financing
agreements with 10 lenders, and leased an additional eight trucks
at the time of filing. Four of the leased trucks were surrendered
after filing. The majority of the vehicles are refrigerated and
most of the trucks are used in interstate hauling and delivery.
There are three employees and approximately 40 independent
contractors who drive the trucks.
Class 12 consists of all Allowed Unsecured Claims against the
Debtor. Holders of Class 12 claims will receive: (i) 50% of the net
proceeds of any Causes of Action after payment of all
administrative expenses and post-Effective Date professional fees
and costs; and (ii) guaranteed pro rata quarterly payments of
$5,000 for a period of five years following the Effective Date.
There are 32 unsecured claims totaling $1,802,205.60. Additionally,
during the first year of the Plan, the Debtor's principal will make
four additional quarterly payments of $3,000 each for distribution
to unsecured creditors totaling $12,000. With a total distribution
of $112,000, they are guaranteed a dividend of 6.21%.
Funds to be used to make cash payments under the Plan will be
derived from the operations of Debtor prior to and after the
Effective Date. The cash infusion from Eduardo De Grijze in the
total amount of $12,000 will be paid to unsecured creditors in
quarterly installments during the first year of the Plan. Debtor's
business is and has been profitable. Debtor has reduced its monthly
payments for the purchase of its trucks. By restructuring its
repayment of the “factor” loans as general unsecured creditors,
the Debtor has greatly reduced its monthly expenses.
All other payments to lenders for the purchase or lease of trucks
are already being made during the administration of the estate. The
Debtor will be able to prepay any amounts due under the Plan from
exempt assets or other third party sources, the Debtor reserves the
right to do so without penalty and to seek the entry of a final
decree closing this case.
In order to assist in funding the Debtor's business operations
under the Plan, the Debtor may retain any cash on hand, any funds
in its bank accounts, and may retain amounts received from accounts
receivable to pay accounts payable.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/flsb17-13341-166.pdf
The Debtor is represented by:
Chad Van Horn, Esq.
Florida Bar No. 64500
Van Horn Law Group, P.A.
330 N. Andrews Ave., Suite 450
Fort Lauderdale, Florida 33301
(954) 765-3166
(954) 756-7103 (facsimile
Email: Chad@cvhlawgroup.com
Travelers of America, Inc., filed a Chapter 11 bankruptcy petition
(Bankr. S.D. Fla. Case No. 17-13341) on March 20, 2017, disclosing
under $1 million in both assets and liabilities. The Debtor is
represented by Chad T. Van Horn, Esq.
TUCSON ONE: Aug. 1 Plan Confirmation Hearing
--------------------------------------------
Judge Brenda Moody Whinery of the U.S. Bankruptcy Code for the
District of Arizona issued an order approving the disclosure
statement explaining Tucson One, LLC's plan.
August 1, 2018 at 10:30 A.M. in Courtroom 446 is fixed as the
hearing on confirmation of the plan and the deadline to object to
the confirmation of the plan through written objection with the
Court.
About Tucson One
Headquartered in Ventura, California, Tucson One, LLC, is a single
asset real estate as that term is defined in 11 U.S.C. Section
101(51B). It filed for Chapter 11 bankruptcy protection (Bankr. D.
Ariz. Case No. 17-11219) on Sept. 22, 2017, estimating its assets
and liabilities at between $1 million and $10 million. Henry
Goldman, member and manager, signed the petition. Judge Brenda
Moody Whinery presides over the case. Neff & Boyer, P.C., is the
Debtor's bankruptcy counsel.
TWIN MILLS: Viking Forest to Receive Payment in Form of Goods
-------------------------------------------------------------
Twin Mills Timber & Tie Company, Inc., filed a disclosure statement
and plan of reorganization, which proposes to pay secured creditors
and priority taxes in full. The administrative convenience class of
unsecured creditors will be paid 100%, and the general unsecured
creditors will be paid an estimated 100% of all claims.
Under the Plan, Class 1 is a secured claim of Wells Fargo Financial
Leasing, Inc. The Plan proposes that the Claim will be paid in
full. Payments will begin on the Effective Date of the Plan and
continue at the scheduled payment amount on the same day of each
month thereafter. Any delinquent payments will be paid by
continuing the monthly payments after the original maturity
date, which will be extended for the time necessary to pay this
claim in full.
Class 2 is a secured claim of TCF Equipment Finance, Inc. The Plan
proposes that the Claim will be paid in full. Payments will begin
on the Effective Date of the Plan and continue at the scheduled
payment amount on the same day of each month thereafter. Any
delinquent payments will be paid by continuing the monthly payments
after the original maturity date, which will be extended for the
time necessary to pay this claim in full.
Class 3 is a secured claim of McVicker Enterprises, LLC. The Plan
proposes that the Claim will be paid in full. Payments will begin
on the Effective Date of the Plan and continue at the contract
payment amount on the same day of each month thereafter. Any
delinquent payments will be paid by continuing the monthly contract
payments after the original maturity date, which will be extended
for the time necessary to pay this claim in full.
Class 4 is a claim of the Internal Revenue Service, which is a
priority claim. The Plan proposes that the Claim will be paid in
full. Payments will begin on the Effective Date of the Plan and
continue at the scheduled payment amount on the same day of each
month thereafter. Any delinquent payments will be paid by
continuing the monthly payments after the original maturity date,
which will be extended for the time necessary to pay this claim in
full.
Class 5 is a claim of the Illinois Department of Revenue. The Plan
proposes that the Claim will be paid in full. Payments will begin
on the Effective Date of the Plan and continue at the payment
amount on the same day of each month thereafter. Any delinquent
payments will be paid by continuing the monthly payments after the
original maturity date, which will be extended for the time
necessary to pay this claim in full.
Class 6 is comprised of all general unsecured creditors with claims
of less than $500.00. The Plan proposes that the Class of Claims
will be paid in full. One payment will be made on the Effective
Date of the Plan. The Debtor believes there are eight creditors in
this class to be paid by the Reorganized Debtor holding claims
totaling $2408.84.
Class 7 is comprised of all general unsecured creditors with claims
of more than $500.00. All Class 7 claims have been allowed by the
Bankruptcy Court or are listed as undisputed on the Debtor's
Schedules. Payments will begin on the Effective Date of the Plan
and continue on the same day of each month thereafter. Any
delinquent payments will be paid by continuing the monthly contract
payments after the original maturity date, which will be extended
for the time necessary to pay this claim in full.
Class 8 consists of a General Unsecured Claim of Viking Forest
Products, LLC. Viking will not be receiving a money distribution
but instead will receive payment in the form of goods manufactured
by the Debtor.
The Reorganized Debtor proposes to continue the operation of its
business to make the payments under the Plan.
A full-text copy of the Disclosure Statement and Plan, dated June
06, 2018, is available at:
http://bankrupt.com/misc/ilsb17-40491-146.pdf
About Twin Mills Timber & Tie Company, Inc.
Twin Mills Timber & Tie Co., Inc. is a small business debtor
engaged in the pallet and wood mat manufacturing.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D. Ill. Case No. 17-40491) on June 5, 2017. Keith
Wilson, president, signed the petition.
At the time of the filing, the Debtor disclosed $265,548 in assets
and $1.39 million in liabilities.
Judge Laura K. Grandy presides over the case. Bankruptcy Advocates
LLP represents the Debtor as bankruptcy counsel. Trepanier
MacGillis Battina P.A., as special counsel.
The Office of the U.S. Trustee on July 31 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of Twin Mills Timber & Tie
Company, Inc.
The Debtor previously sought bankruptcy protection (Bankr. S.D.
Ill. Case No. 11-41378) on Oct. 14, 2011.
UNITI GROUP: Moody's Hikes CFR to Caa1, Outlook Negative
--------------------------------------------------------
Moody's Investors Service has downgraded Uniti Group Inc.'s
corporate family rating (CFR) to Caa1 from B3 following the
downgrade of Windstream Services, LLC. As Uniti's largest tenant
and main source of revenue, Windstream's credit profile
significantly influences the ratings and outlook of Uniti. The
downgrade of Windstream reflects that company's expected failure to
meet its debt service obligations due to its commencement of debt
exchange offers at significant discounts to par value with respect
to certain series of its senior notes for second lien notes. Based
on final acceptance levels and exchange allocations, Moody's
expects this would constitute a distressed exchange and would
represent a material amount of unsecured debt, likely totaling 12%
or more of outstanding funded debt. Moody's views this planned
action as evidence that Windstream's weak operating trends are
worsening and that the company's ability to transition to
approximately stable EBITDA is proving more difficult than
previously anticipated. Furthermore, Moody's believes that
Windstream's capital structure has become untenable and these
exchanges aim to help the company delay or potentially avoid future
payment defaults. With only marginal revenue diversity, the
business and credit risk at Windstream will weigh heavily on Uniti.
Moody's has also downgraded Uniti's probability of default rating
(PDR) to Caa1-PD from B3-PD, its senior secured debt rating to B3
(LGD3) from B2 (LGD3) and its unsecured debt rating to Caa3 (LGD5)
from Caa2 (LGD5). Uniti's speculative grade liquidity (SGL) rating
affirmed at SGL-3. The outlook remains negative.
Affirmations:
Issuer: Uniti Group Inc.
Speculative Grade Liquidity Rating, Affirmed SGL-3
Downgrades:
Issuer: Uniti Group Inc.
Probability of Default Rating, Downgraded to Caa1-PD from B3-PD
Corporate Family Rating, Downgraded to Caa1 from B3
Senior Secured Bank Credit Facilities, Downgraded to B3 (LGD3) from
B2 (LGD3)
Senior Secured Regular Bond/Debentures, Downgraded to B3 (LGD3)
from B2 (LGD3)
Senior Unsecured Regular Bond/Debentures, Downgraded to Caa3 (LGD5)
from Caa2 (LGD5)
Outlook Actions:
Issuer: Uniti Group Inc.
Outlook, Remains Negative
RATINGS RATIONALE
Uniti's Caa1 CFR primarily reflects its reliance upon Windstream
(Caa1 negative) for approximately 70% of pro forma revenue. Uniti's
rating will remain linked with Windstream unless or until it can
diversify its revenue stream such that Windstream represents
meaningfully less than half of Uniti's total revenue. The rating
also contemplates Uniti's high leverage of around 6x (Moody's
adjusted, pro forma for acquisitions) and its negative free cash
flow as a result of its high dividend payout and the growing
capital intensity of acquired businesses. Offsetting these limiting
factors are Uniti's stable and predictable revenue, its high
margins and the strong contract terms within the master lease
agreement between it and Windstream. Uniti's fiber and tower
acquisitions represent a growing degree of revenue diversification
which may help to eventually create some ratings separation between
Uniti and Windstream. But Uniti's financial policy, specifically
its potential use of debt to fund M&A, its high dividend and high
leverage constrain its rating.
The ratings for the debt instruments reflect both the probability
of default of Uniti, to which Moody's rates a PDR of Caa1-PD, and
individual loss given default (LGD) assessments. Moody's rates
Uniti's senior secured credit facilities and senior secured notes
at B3 (LGD3) reflecting their enhanced collateral and priority
claim on assets. Uniti's senior unsecured notes are rated Caa3
(LGD5), reflecting their junior position in the capital structure.
The negative outlook reflects Uniti's tightly-linked credit profile
to that of Windstream, which continues to face negative pressure.
Even if certain scenarios, such as a distressed exchange (DE) at
Windstream or Windstream's acceptance of the master lease within a
bankruptcy restructuring, do not result in a specific default by
Uniti itself such that Uniti's solvency continues, Moody's still
believes that continued negative results for Windstream will
directly impact Uniti's credit profile.
An upgrade of Uniti's ratings is unlikely in the foreseeable future
given the dependency on Windstream's credit profile. Should Uniti
diversify its revenue base such that the master lease agreement
comprises less than 50% of its revenue, the company's ratings would
evolve to reflect the weighted average credit profile of Windstream
and the credit profile of Uniti's non-Windstream subsidiaries until
such time that enough revenue diversity is achieved that a
stand-alone assessment of Uniti's creditworthiness is warranted.
Moody's believes that such a stand-alone assessment could be
warranted when Uniti diversifies its base such that no single
tenant represents more than 20% of total revenue.
Moody's could lower Uniti's ratings if leverage were sustained
above 7.0x or if there is any negative change in the credit profile
of Windstream. Windstream's rating outlook is negative and its Caa1
rating could be downgraded if its fundamentals remain weak.
The principal methodology used in these ratings was Communications
Infrastructure Industry published in September 2017.
Uniti Group, formerly Communications Sales & Leasing, Inc is a
publicly traded, real estate investment trust (REIT) that was spun
off from Windstream Holdings, Inc. in April of 2015. The majority
of Uniti's assets are comprised of a physical distribution network
of copper, fiber optic cables, utility poles and real estate which
are under long term, exclusive master lease to Windstream. Over
time, Uniti has acquired additional fiber assets that it operates
as a stand-alone carrier, serving enterprise and communications
customers.
US FINANCIAL: U.S. Trustee Unable to Appoint Committee
------------------------------------------------------
The Office of the U.S. Trustee on June 22 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of US Financial Capital, Inc.
About US Financial Capital
US Financial Capital, Inc., is a privately-held company in
Columbia, Maryland, engaged in activities related to real estate.
It is the fee simple owner of 14 real estate properties having an
aggregate value of $1.38 million.
US Financial Capital sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Md. Case No. 18-14018) on March 27,
2018. In the petition signed by Ronald Talbert, chief operating
officer, the Debtor disclosed $1.38 million in assets and $13.92
million in liabilities. The Debtor hired the Law Office of David
W. Cohen as its legal counsel.
VEGA ALTA: Court OK's Amended Plan Outline; Confirms Amended Plan
-----------------------------------------------------------------
Judge Mildred Caban Flores of the U.S. Bankruptcy Court for the
District of Puerto Rico approved Vega Alta Community Health, Inc.'s
amended disclosure statement and confirmed its amended plan of
reorganization dated April 7, 2018.
The Troubled Company Reporter previously reported that the
disclosure statement was amended to clarify the Internal Revenue
Service's administrative, secured and priority values in accordance
with the most current balance.
A copy of the Amended Disclosure Statement is available at:
http://bankrupt.com/misc/prb16-08128-11-154.pdf
About Vega Alta
Vega Alta Community Health, Inc., provides primary medical services
to the residents of Vega Alta and nearby areas.
The Debtor, based in Catano, Puerto Rico, filed a Chapter 11
petition (Bankr. D.P.R. Case No. 16-08128) on Oct. 11, 2016. Jaime
Rodriguez Perez, at Jaime Rodriguez Law Office, PSC, serves as
bankruptcy counsel. In its petition, the Debtor listed $25,582 in
assets and $1.47 million in liabilities. The petition was signed
by Luis M Gonzalez Bermudez, president.
WINDSTREAM SERVICES: Fitch Keeps 'B' IDR on Watch Negative
----------------------------------------------------------
Fitch Ratings has maintained the Long-Term Issuer Default Rating
(IDR) and issue ratings of Windstream Services, LLC on Rating Watch
Negative following the company's recent announcement of
debt-exchange offers for second lien notes.
Fitch does not consider the proposed debt exchange as a distressed
debt exchange (DDE), since the offers do not meet both the tests
under Fitch's "Distressed Debt Rating Criteria," in order for it to
be characterized as a DDE. The criteria provides that a debt
restructuring is classified as a DDE when both the following
conditions apply: the restructuring imposes a material reduction in
terms compared with the original contractual terms, and the
restructuring or exchange is conducted to avoid bankruptcy, similar
insolvency or intervention proceedings, or a traditional payment
default. While Fitch believes that there is a material reduction in
the terms on the outer bond maturities, the agency does not believe
that the exchange transaction is being initiated in order to avoid
an imminent bankruptcy.
Windstream has a sufficient cushion on the interest coverage ratio,
reported at 3.83x as of March 31, 2018, compared to a requirement
of 2.75x under its existing maintenance covenants for the senior
secured credit facility. Fitch believes that there will not be a
material impact on the interest coverage assuming the debt exchange
offers as proposed are accepted. Additionally, Fitch expects
Windstream to turn FCF positive by 2019, supported by EBITDA
stabilization due to continued anticipated realization of cost
savings and synergies. However, Fitch notes that depending on the
level of acceptance of the second lien notes offers, the unsecured
debt is likely to be downgraded in Fitch's recovery calculations.
Fitch intends to rate the second lien notes along with the final
capital structure once the exchange transactions close.
On June 15, 2018, Windstream announced two debt exchange offers,
the first an "any and all" offer with respect to the company's
7.75% senior notes due October 2020 with approximately $493 million
outstanding. The 2020 notes are offered to exchange for new 9.375%
second lien notes due 2024. In a second multi-tranche offering the
company is seeking to exchange 7.75% senior notes due 2021, 7.5%
senior notes due 2022, 7.5% senior notes due 2023, 6 3/8% notes due
2023 and 8.75% notes due 2024 for new 9% second lien notes due
2025. The amount of each tranche will be subject to a waterfall
with the total amount capped at $950 million.
KEY RATING DRIVERS
Revenue Pressures Continue: Windstream continues to experience
pressure across all segments due to declining
legacy-products-related revenue and effects of competition in a
challenging operating environment for wireline operators. The
enterprise segment remains weak due to effects of legacy revenue
although the strategic revenues, comprised of SDWAN and UCaaS
offerings, continue to climb and constituted 45% of the enterprise
segment sales in March 2018. Fitch's base case assumes revenues
continue to decline over the forecast horizon, albeit at a slowing
pace supported by a growth in strategic revenue.
Revenue Mix Changes: Windstream derives approximately two-thirds of
its revenue from enterprise services, consumer high-speed internet
services and its carrier customers (core and wholesale), providing
the best prospects for stable revenues in the long term. Certain
legacy revenues remain pressured, but Fitch anticipates that
Windstream's revenues should stabilize gradually as legacy revenues
dwindle in the mix.
Leverage Metrics: Fitch estimates total adjusted debt/EBITDAR will
be approximately 5.9x in 2018. In the absence of material debt
reduction using asset sale proceeds, Fitch expects total adjusted
debt/EBITDAR will remain in 5.7x to 5.9x range over the rating
horizon supported by cost reductions and synergy realization. In
calculating total adjusted debt, Fitch applies an 8x multiple to
the sum of the annual rental payment to Uniti plus other rental
expenses.
Cost Savings and Synergies: Windstream is on track to realize the
total stated synergies of $180 million, from the EarthLink and
Broadview acquisitions. The company achieved the targeted $75
million in opex and $25 million in capex synergies by the end of
2017. In addition, realization of cost savings from interconnection
expenses (approx. $150 million of annual savings) and moving
'off-net' traffic 'on-net' are key in supporting EBITDA over the
next few years. Fitch believes realization of full run-rate of
synergies and cost savings is manageable and expects EBITDAR margin
improvement in the range of 100bps-200bps by the end of 2019.
Beyond 2019, Fitch will carefully monitor the pace and execution of
cost cuttings that help support EBITDA levels in the future.
Potential Asset Sales: Windstream has publicly stated its intention
to sell non-core fiber assets and the CLEC consumer segment. Fitch
notes that any debt reduction using proceeds from asset sales will
be credit positive and may result in leverage declining to mid-5x
range. Fitch has not assumed material asset sales in its forecast
assumptions, given the potential execution risks.
DERIVATION SUMMARY
Windstream has a weaker competitive position based on scale and
size of its operations in the higher-margin enterprise market.
Larger companies, including AT&T Inc. (A-/Stable), Verizon
Communications Inc. (A-/Stable), and CenturyLink, Inc. (BB/Stable),
have an advantage with national or multinational companies given
their extensive footprints in the U.S. and abroad.
In comparison to Windstream, AT&T and Verizon maintain lower
financial leverage, generate higher EBITDA margins and FCF, and
have wireless offerings that provide more service diversification.
Fitch also believes Windstream has a weaker FCF profile than
CenturyLink following the LVLT acquisition, as CenturyLink's FCF
will benefit from enhanced scale and LVLT's net operating loss
carryforwards.
Although Windstream has less exposure to the more volatile
residential market compared to its wireline peer, Frontier
Communications Corp. (B/Stable), it has higher leverage than
Frontier. Within the residential market, incumbent wireline
providers face wireless substitution and competition from cable
operators with facilities-based triple play offerings, including
Comcast Corp. (A-/Stable) and Charter Communications Inc. (Fitch
rates Charter's indirect subsidiary, CCO Holdings, LLC,
BB+/Stable). Cheaper alternative offerings such as Voice over
Internet Protocol (VoIP) and over-the-top (OTT) video services
provide additional challenges. Incumbent wireline providers have
had modest success with bundling broadband and satellite video
service offerings in response to these threats.
No country-ceiling, parent/subsidiary or operating environment
aspects impact the rating.
KEY ASSUMPTIONS
Fitch's Key Assumptions Within Its Rating Case for the Issuer
-- Revenue and EBITDA include the EarthLink merger as of Feb. 27,
2017 and the acquisition of Broadview on July 28, 2017.
-- Revenues total approximately $5.8 billion for 2018. Fitch
expects organic revenue to continue to decline over the forecast
horizon, albeit at a slowing pace.
-- 2018 EBITDA is expected to benefit from continued realization
of cost synergies achieved from acquisitions and other cost
savings. Fitch expects EBITDA margins to expand by roughly 70bps in
2018 as additional cost synergies are realized.
-- Fitch expects total adjusted debt/EBITDAR to remain in
5.7x-5.9x range over the rating horizon. Debt reduction from asset
sales could further benefit leverage as EBITDA is expected to hold
steady with the help of realization of cost synergies from
acquisitions and other cost savings.
RATING SENSITIVITIES
Developments That May, Individually or Collectively, Lead to
Positive Rating Action
-- The company sustains total adjusted debt/EBITDAR below
5.0x-5.2x.
-- Revenues and EBITDA would need to stabilize on a sustained
basis.
-- Continued execution on the integration of its recent
transactions.
-- Material reduction in leverage on a sustained basis following
any asset sales related repayment of debt could also
benefit the rating.
Developments That May, Individually or Collectively, Lead to
Negative Rating Action
-- A negative rating action could occur if total adjusted
debt/EBITDAR is 6.0x-6.2x or higher for a sustained period.
-- The company no longer makes progress toward revenue and EBITDA
stability due to competitive and business
conditions. Any concerns or execution risks around realization of
synergies will negatively impact the ratings.
-- Evidence of deterioration in liquidity, including lack of
positive run-rate FCFs and declining FCF margin.
-- Any negative developments related to the outcome of the
receipt of notice of default. Fitch intends to resolve the Rating
Watch once it can be sufficiently determined that the allegations
under the notice will not affect Windstream's credit profile.
-- Additionally, refinancing unsecured debt with additional
secured debt will likely result in a negative action on the
remaining unsecured due to its lower recovery prospects.
LIQUIDITY
The rating is supported by the liquidity provided by Windstream's
$1.25 billion revolving credit facility (RCF). At March 31, 2018,
approximately $198.7 million was available for borrowing under the
revolving facility. The revolver availability was supplemented with
$60.5 million in cash at the end of 1Q18.
The $1.25 billion senior secured RCF is in place until April 2020.
Principal financial covenants in Windstream's secured credit
facilities require a minimum interest coverage ratio of 2.75x and a
maximum leverage ratio of 4.5x. Outside of annual term loan
amortization payments, Windstream does not have any material
maturities until 2020. The second lien debt exchanges, if accepted
as proposed, will help Windstream extend the maturities and improve
the liquidity profile in the interim.
Fitch estimates post-dividend FCF in 2018 will range from zero to
negative $100 million. Fitch expects capital spending to return to
normal levels in the 13% to 15% and for the company to return to
positive FCF in 2019, with FCF margins in the low single digits
over the forecast.
FULL LIST OF RATING ACTIONS
Fitch has maintained the following ratings on Rating Watch
Negative:
Windstream Services, LLC
-- Issuer Default Rating (IDR) 'B';
-- $1.25 billion senior secured revolving credit facility due
2020 'BB'/'RR1';
-- Senior secured term loans 'BB'/'RR1';
-- Senior secured notes due 2025 'BB'/'RR1';
-- Senior unsecured notes 'B'/'RR4'.
WINDSTREAM SERVICES: Moody's Cuts CFR to Caa1, Outlook Negative
---------------------------------------------------------------
Moody's Investors Service has downgraded the corporate family
rating (CFR) of Windstream Services, LLC (Windstream) to Caa1 from
B3 and downgraded the probability of default rating (PDR) to
Caa1-PD from B3-PD. The downgrade is based on the company's
expected failure to meet its debt service obligations due to its
commencement of debt exchange offers at significant discounts to
par value with respect to certain series of its senior notes for
second lien notes. Based on final acceptance levels and exchange
allocations, Moody's expects this would constitute a distressed
exchange and would represent a material amount of unsecured debt,
likely totaling 12% or more of outstanding funded debt. Moody's
views this planned action as evidence that Windstream's weak
operating trends are worsening and that the company's ability to
transition to approximately stable EBITDA is proving more difficult
than previously anticipated.
Furthermore, Moody's believes that Windstream's capital structure
has become untenable and these exchanges aim to help the company
delay or potentially avoid future payment defaults. Moody's has
assigned Caa2 ratings to the company's proposed second lien senior
secured notes due 2024 and second lien senior secured notes due
2025.
Moody's has also downgraded Windstream's first lien secured rating
to Caa1 from B3 and its unsecured rating to Caa2 from Caa1.
Windstream's speculative grade liquidity rating (SGL) is affirmed
at SGL-2, reflecting good near term liquidity. The outlook remains
negative due to Moody's expectation of continued pressure on
EBITDA, negative free cash flow including restructuring costs, and
low asset coverage related to debt.
Affirmations:
Issuer: Windstream Services, LLC
Speculative Grade Liquidity Rating, Affirmed SGL-2
Assignments:
Issuer: Windstream Services, LLC
Senior Secured Regular Bond/Debentures, Assigned Caa2 (LGD4)
Downgrades:
Issuer: Windstream Services, LLC
Probability of Default Rating, Downgraded to Caa1-PD from B3-PD
Corporate Family Rating, Downgraded to Caa1 from B3
Senior Secured Bank Credit Facilities, Downgraded to Caa1 (LGD3)
from B3 (LGD3)
Senior Secured Regular Bond/Debenture, Downgraded to Caa1 (LGD3)
from B3 (LGD3)
Senior Unsecured Regular Bond/Debentures, Downgraded to Caa2 (LGD4)
from Caa1 (LGD4)
Outlook Actions:
Issuer: Windstream Services, LLC
Outlook, Remains Negative
RATINGS RATIONALE
Windstream's Caa1 CFR reflects its scale as a national wireline
operator with a large base of recurring revenue, offset by high
leverage, a declining top line and margin pressure. Moody's
believes that Windstream faces a continued erosion of EBITDA and
cash flow as a result of prolonged prior underinvestment. Moody's
expects Windstream's pro forma EBITDA to decline in the low single
digit percentage range for the next several years, although some of
this impact could be offset by cost cutting and greater investment
into the consumer segment. Moody's views Windstream as having
limited leverage tolerance due to its low asset coverage following
the 2015 sale and leaseback transaction of its outside plant and
real estate assets to Uniti Group. The Caa1 CFR also reflects
Moody's belief that additional distressed exchanges are likely in
the future.
Moody's believes Windstream will maintain good liquidity over the
next 12 months with $61 million of cash on hand at 3/31/18 and
$198.7 million available under its $1.25 billion revolver.
Windstream has been proactive in redeeming and refinancing
near-term maturities and currently has no material maturities
before 2020. Despite having no debt maturities over the next 12
months, Moody's believes Windstream could face potential difficulty
refinancing its revolving credit facility due April 4, 2020.
The ratings for the debt instruments comprise both the overall
probability of default of Windstream, to which Moody's maintains a
PDR of Caa1-PD, the average family loss given default (LGD)
assessment and the composition of the debt instruments in the
capital structure. Moody's rates the first lien senior secured debt
including the $1.25 billion revolver, approximately $1.8 billion of
term loans and $600 million senior secured notes at Caa1 (LGD3).
Windstream's secured debt benefits from a collateral package that
includes a pledge of assets and upstream guarantees from
subsidiaries representing approximately 20% of total company cash
flow. Also, the secured debt benefits from a pledge of the equity
interest in certain non-guarantor subsidiaries.
The ratings on the first lien secured debt reflect the reduced
collateral value following the contribution of Windstream's outside
plant assets to the REIT entity, Uniti Group. For this reason,
there is no ratings gap between the secured debt and the CFR.
Windstream's new second lien senior notes, which now represent the
bulk of the junior position in the capital structure, are rated
Caa2 (LGD4); the company's senior unsecured notes are rated Caa2
(LGD4). While Moody's expects a slightly higher recovery rate for
the second lien debt, it is not materially different from that of
the unsecured debt.
Moody's could downgrade Windstream's ratings further if Moody's
believes that the company continues to be unable to transition to
approximately stable EBITDA over the next 12 to 18 months, its
liquidity deteriorates or its subscriber trends worsen. Moody's
could stabilize Windstream's outlook if it is on track to achieve
stable EBITDA, while maintaining leverage around 5.5x and good
liquidity. Given the company's weak fundamentals a ratings upgrade
is unlikely at this point.
The principal methodology used in these ratings was
Telecommunications Service Providers published in January 2017.
Windstream Services, LLC. (formerly known as Windstream
Corporation) is a pure-play wireline operator headquartered in
Little Rock, AR that provides telecommunications services in 48
states. For the last 12 months ended March 31, 2018, Windstream
generated $5.94 billion in revenue.
WK MANAGEMENT: 1st Amended Disclosure Statement Filed
-----------------------------------------------------
WK Management Services, Inc., filed with the U.S. Bankruptcy Court
for the Southern District of Texas its latest plan to exit Chapter
11 protection.
Under the restructuring plan, creditors holding Class 3 general
unsecured claims may receive payment of 100% of their claims from
the sale of the company's interest in real property located in
Galveston County, Texas.
Meanwhile, insiders holding Class 4 general unsecured claims will
only receive distributions if all allowed unsecured claims are paid
in full, according to WK Management's latest disclosure statement
explaining the plan.
A copy of the first amended disclosure statement is available for
free at:
http://bankrupt.com/misc/txsb17-80138-85.pdf
About WK Management Services
WK Management Services, Inc. owns approximately 3,460 acres of
unimproved land located in the Bolivar Peninsula of Galveston,
Galveston County, Texas. It is a real estate holding company which
intends to subdivide its interest in the unimproved real estate in
Galveston County, Texas, to satisfy allowed claims against it. The
Debtor believes that the property is worth between $40 million and
$84 million, with liens asserted against it by TCA Global Credit
Master Fund, LP, a Grand Cayman corporation, which asserts a debt
against the Debtor in the amount of $16.5 million arising out of
two extensions of credit in the original principal amount of $7.3
million.
WK Management Services sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Tex. Case No. 17-80138) on May 1,
2017. Bryan Scott Jarnagin, president, signed the petition.
At the time of the filing, the Debtor estimated its assets at $50
million to $100 million and debts at $10 million to $50 million.
Judge Marvin Isgur presides over the case.
The Debtor is represented by John Vincent Burger, Esq., at Burger
Law Firm.
[*] 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
[*] Donat Joins AlixPartners' Turnaround & Restructuring Practice
-----------------------------------------------------------------
AlixPartners, the global consulting firm, on June 21, 2018,
disclosed that Greg Donat, a 20-plus-year strategy and financial
veteran with deep roots in hedge funds and other private-capital
sectors and who earlier in his career was a corporate attorney, has
joined the firm's Turnaround & Restructuring Practice as Global
Head of Strategy and Business Development for the practice. He
will also be a Managing Director at AlixPartners and will work from
the firm's New York office.
In the late 1990s, Mr. Donat was an attorney at Cravath, Swaine &
Moore LLP in New York, working on securities, M&A, and
restructuring matters, including serving as counsel on debt and
equity offerings and commercial-lending transactions. From there,
he moved to Banc of America Securities LLC in New York, where he
was a Principal and where he worked with the energy and power,
software and services, media and telecommunications, and gaming
industries. Following that, he spent five years at the investment
bank Lazard Freres & Co. LLC in New York, where he was a Director
in the Power, Energy & Infrastructure group, working closely with
that firm's restructuring practice and forging significant
relationships with pension funds and sovereign wealth funds.
Since December 2011, he was a Partner and co-led day-to-day
operations at Casablanca Capital LP, a hedge fund based in New York
which raised more than $500 million and participated in numerous
industry verticals. He also served as President of Hawkview LLC, a
New York-based strategy and financial-advisory firm, which he also
founded. That firm advised the governor of Maryland, among others,
on high-level financial issues.
In his new role at AlixPartners, he is charged with using his
analytical and marketing skills, along with his deep industry
relationships, to further enhance the Turnaround & Restructuring
Practice's strategies and business development, and to help the
firm better serve its clients.
"AlixPartners' Turnaround and Restructuring group has long been the
gold standard in its industry, and we look for Greg's progressive
thinking and innovations to help our professionals in that practice
take things to even greater heights for our clients," said Simon
Freakley, CEO of AlixPartners. "And that includes making sure that
even more potential clients are aware of the of the broad array of
services, and the deep expertise across those services, that
AlixPartners has to offer them."
Mr. Donat holds a juris doctor degree from Columbia Law School at
Columbia University in New York City and a bachelor's degree from
Amherst College in Amherst, Mass. He also has a master of fine
arts degree from The American Film Institute Conservatory in Los
Angeles, Calif.
About AlixPartners
AlixPartners offers clients small teams of highly qualified experts
with profound sector and operational insight. Its clients include
corporate boards and management, law firms, investment banks,
investors, among others.
[] Crawford & Co Announces Deal to Sell Garden City Group to Epiq
-----------------------------------------------------------------
Crawford & Company(R), the world's largest publicly listed
independent provider of claims management solutions to insurance
companies and self-insured entities, on June 18, 2018, disclosed
that it has sold Garden City Group, LLC (GCG), its legal
administrative services unit to Epiq, a worldwide provider of legal
services, serving law firms, corporations and financial
institutions.
The sale allows Crawford to focus on its core services of providing
claims solutions globally and further solidify its position as
market leader for independent claims management services. It also
allows Crawford to invest additional resources in industry
solutions where the company is a market leader and expects
significant future growth.
"This is an important transaction for Crawford that allows us to
further concentrate our attention and resources on high-growth
business segments where we have established leadership. Just as
importantly, we have found a great home for our legal
administrative services business and the dedicated GCG employees,"
said Harsha V. Agadi, president and CEO of Crawford & Company. "The
professionalism, commitment and contributions of GCG's employees
have been unmatched and I'm pleased they can continue their growth
with a well-regarded leader in the legal administrative services
industry."
As part of the agreement, Epiq will continue to provide ancillary
support services to Crawford in support of its claims operations.
"Crawford's GCG is well known and respected in the industry and the
transaction will create even more value for our clients," said John
Davenport Jr., Chief Executive Officer of Epiq. "We look forward
to welcoming GCG employees to Epiq and we look forward to further
serving GCG clients."
Combined operations include two state of the art print, mail and
contact center locations in Beaverton, Oregon and Dublin, Ohio as
well as call centers in Phoenix and Tampa.
As a result of the transaction, GCG will rebrand as Epiq in the
fourth quarter of 2018.
The transaction closed on June 15, 2018.
VRA Partners acted as financial advisor to Crawford on the
transaction. Dentons US LLP and Bryan Cave Leighton Paisner LLP
served as legal advisors to Crawford & Company and Epiq,
respectively. Amanda K. Leech served as legal advisor to Crawford
& Company in the deal.
About Garden City Group
GCG provides legal administration services for class action,
bankruptcy, mass tort, regulatory matters, and legal notice
programs.
About Epiq
Epiq -- http://www.epiqglobal.com-- a global leader in the legal
services industry, takes on large-scale, increasingly complex tasks
for corporate counsel, law firms, and business professionals with
efficiency, clarity, and confidence. Clients rely on Epiq to
streamline the administration of business operations, class action
and mass tort, court reporting, eDiscovery, regulatory, compliance,
restructuring, and bankruptcy matters.
About Dentons
Dentons -- https://www.dentons.com -- is a global legal practice
providing client services worldwide through its member firms and
affiliates.
About Crawford(R)
Based in Atlanta, Crawford & Company (NYSE: CRD‐A and CRD‐B) --
http://www.crawfordandcompany.com/-- is the world's largest
publicly listed independent provider of claims management solutions
to insurance companies and self‐insured entities with an
expansive global network serving clients in more than 70 countries.
The Company's two classes of stock are substantially identical,
except with respect to voting rights and the Company's ability to
pay greater cash dividends on the non-voting Class A Common Stock
(CRD-A) than on the voting Class B Common Stock (CRD-B), subject to
certain limitations. In addition, with respect to mergers or
similar transactions, holders of CRD-A must receive the same type
and amount of consideration as holders of CRD-B, unless different
consideration is approved by the holders of 75 percent of CRD-A,
voting as a class.
[^] Large Companies with Insolvent Balance Sheet
------------------------------------------------
Total
Share- Total
Total Holders' Working
Assets Equity Capital
Company Ticker ($MM) ($MM) ($MM)
------- ------ ------ -------- -------
ABSOLUTE SOFTWRE ABT CN 90.8 (57.6) (34.4)
ABSOLUTE SOFTWRE OU1 GR 90.8 (57.6) (34.4)
ABSOLUTE SOFTWRE ALSWF US 90.8 (57.6) (34.4)
ABSOLUTE SOFTWRE ABT2EUR EU 90.8 (57.6) (34.4)
ACELRX PHARMA R5X GR 65.8 (46.9) 40.4
ACELRX PHARMA R5X TH 65.8 (46.9) 40.4
ACELRX PHARMA ACRX US 65.8 (46.9) 40.4
ACELRX PHARMA ACRXUSD EU 65.8 (46.9) 40.4
ACELRX PHARMA ACRXEUR EU 65.8 (46.9) 40.4
AMER RESTAUR-LP ICTPU US 33.5 (4.0) (6.2)
AMERICAN AIRLINE A1G GZ 53,280.0 (1,018.0) (7,335.0)
AMERICAN AIRLINE A1G QT 53,280.0 (1,018.0) (7,335.0)
AMERICAN AIRLINE AAL11EUR EU 53,280.0 (1,018.0) (7,335.0)
AMERICAN AIRLINE AAL AV 53,280.0 (1,018.0) (7,335.0)
AMERICAN AIRLINE AAL TE 53,280.0 (1,018.0) (7,335.0)
AMERICAN AIRLINE A1G SW 53,280.0 (1,018.0) (7,335.0)
AMERICAN AIRLINE AAL1CHF EU 53,280.0 (1,018.0) (7,335.0)
AMERICAN AIRLINE 0HE6 LN 53,280.0 (1,018.0) (7,335.0)
AMERICAN AIRLINE AAL US 53,280.0 (1,018.0) (7,335.0)
AMERICAN AIRLINE AAL* MM 53,280.0 (1,018.0) (7,335.0)
AMERICAN AIRLINE A1G GR 53,280.0 (1,018.0) (7,335.0)
AMERICAN AIRLINE AAL1USD EU 53,280.0 (1,018.0) (7,335.0)
AMERICAN AIRLINE A1G TH 53,280.0 (1,018.0) (7,335.0)
AMYRIS INC 3A01 GR 118.2 (286.2) (36.7)
AMYRIS INC 3A01 TH 118.2 (286.2) (36.7)
AMYRIS INC AMRS US 118.2 (286.2) (36.7)
AMYRIS INC 3A01 QT 118.2 (286.2) (36.7)
AMYRIS INC AMRSEUR EU 118.2 (286.2) (36.7)
AMYRIS INC AMRSUSD EU 118.2 (286.2) (36.7)
ASPEN TECHNOLOGY AST GR 246.0 (278.6) (366.6)
ASPEN TECHNOLOGY AZPN US 246.0 (278.6) (366.6)
ASPEN TECHNOLOGY AST TH 246.0 (278.6) (366.6)
ASPEN TECHNOLOGY AZPNEUR EU 246.0 (278.6) (366.6)
ASPEN TECHNOLOGY AST QT 246.0 (278.6) (366.6)
ASPEN TECHNOLOGY AZPNUSD EU 246.0 (278.6) (366.6)
ATLATSA RESOURCE ATL SJ 206.1 (205.9) 6.0
AUTODESK INC ADSK US 3,911.4 (128.6) (154.6)
AUTODESK INC AUD TH 3,911.4 (128.6) (154.6)
AUTODESK INC AUD GR 3,911.4 (128.6) (154.6)
AUTODESK INC AUD GZ 3,911.4 (128.6) (154.6)
AUTODESK INC ADSK* MM 3,911.4 (128.6) (154.6)
AUTODESK INC AUD QT 3,911.4 (128.6) (154.6)
AUTODESK INC ADSK AV 3,911.4 (128.6) (154.6)
AUTODESK INC ADSKEUR EU 3,911.4 (128.6) (154.6)
AUTODESK INC ADSK LN 3,911.4 (128.6) (154.6)
AUTODESK INC ADSK TE 3,911.4 (128.6) (154.6)
AUTOZONE INC AZ5 GR 9,301.8 (1,361.6) (247.1)
AUTOZONE INC AZ5 TH 9,301.8 (1,361.6) (247.1)
AUTOZONE INC AZO US 9,301.8 (1,361.6) (247.1)
AUTOZONE INC AZOEUR EU 9,301.8 (1,361.6) (247.1)
AUTOZONE INC AZ5 QT 9,301.8 (1,361.6) (247.1)
AUTOZONE INC AZOUSD EU 9,301.8 (1,361.6) (247.1)
AUTOZONE INC 0HJL LN 9,301.8 (1,361.6) (247.1)
AVALARA INC AVLR US 208.9 (36.3) (78.2)
AVID TECHNOLOGY AVID US 250.8 (171.6) (19.9)
AVID TECHNOLOGY AVD GR 250.8 (171.6) (19.9)
BENEFITFOCUS INC BNFT US 187.8 (18.0) 8.2
BENEFITFOCUS INC BTF GR 187.8 (18.0) 8.2
BENEFITFOCUS INC BNFTEUR EU 187.8 (18.0) 8.2
BLUE BIRD CORP BLBD US 277.2 (70.0) 2.6
BLUE RIDGE MOUNT BRMR US 1,060.2 (212.5) (62.4)
BOMBARDIER INC-A BDRAF US 26,726.0 (4,284.0) 1,212.0
BOMBARDIER INC-A BBD/A CN 26,726.0 (4,284.0) 1,212.0
BOMBARDIER INC-A BBD1 GR 26,726.0 (4,284.0) 1,212.0
BOMBARDIER INC-A BBD/AEUR EU 26,726.0 (4,284.0) 1,212.0
BOMBARDIER INC-B BBDB TH 26,726.0 (4,284.0) 1,212.0
BOMBARDIER INC-B BDRBF US 26,726.0 (4,284.0) 1,212.0
BOMBARDIER INC-B BBDB GR 26,726.0 (4,284.0) 1,212.0
BOMBARDIER INC-B BBD/B CN 26,726.0 (4,284.0) 1,212.0
BOMBARDIER INC-B BBDB GZ 26,726.0 (4,284.0) 1,212.0
BOMBARDIER INC-B BBDBN MM 26,726.0 (4,284.0) 1,212.0
BOMBARDIER INC-B BBD/BEUR EU 26,726.0 (4,284.0) 1,212.0
BOMBARDIER INC-B BBDB QT 26,726.0 (4,284.0) 1,212.0
BOMBARDIER INC-B 0QZP LN 26,726.0 (4,284.0) 1,212.0
BRINKER INTL BKJ GR 1,336.9 (608.5) (305.0)
BRINKER INTL EAT US 1,336.9 (608.5) (305.0)
BRINKER INTL BKJ QT 1,336.9 (608.5) (305.0)
BRINKER INTL EAT2EUR EU 1,336.9 (608.5) (305.0)
BROOKFIELD REAL BRE CN 100.8 (34.8) 3.4
BRP INC/CA-SUB V DOO CN 2,643.7 (366.1) (166.9)
BRP INC/CA-SUB V B15A GR 2,643.7 (366.1) (166.9)
BRP INC/CA-SUB V BRPIF US 2,643.7 (366.1) (166.9)
BUFFALO COAL COR BUC SJ 36.0 (40.5) (17.2)
CACTUS INC- A WHD US 358.3 227.3 109.0
CACTUS INC- A 43C QT 358.3 227.3 109.0
CACTUS INC- A WHDEUR EU 358.3 227.3 109.0
CACTUS INC- A 43C GR 358.3 227.3 109.0
CACTUS INC- A 43C TH 358.3 227.3 109.0
CACTUS INC- A 43C GZ 358.3 227.3 109.0
CADIZ INC CDZI US 62.9 (82.9) 5.6
CADIZ INC 0HS4 LN 62.9 (82.9) 5.6
CADIZ INC 2ZC GR 62.9 (82.9) 5.6
CAMBIUM LEARNING ABCD US 146.9 (11.6) (70.4)
CARDLYTICS INC CDLX US 157.8 40.6 55.3
CARDLYTICS INC CYX TH 157.8 40.6 55.3
CARDLYTICS INC CDLXEUR EU 157.8 40.6 55.3
CARDLYTICS INC CYX QT 157.8 40.6 55.3
CARDLYTICS INC CDLXUSD EU 157.8 40.6 55.3
CARDLYTICS INC CYX GR 157.8 40.6 55.3
CARDLYTICS INC CYX GZ 157.8 40.6 55.3
CASELLA WASTE CWST US 631.4 (38.8) 0.3
CASELLA WASTE WA3 GR 631.4 (38.8) 0.3
CASELLA WASTE WA3 TH 631.4 (38.8) 0.3
CASELLA WASTE CWSTEUR EU 631.4 (38.8) 0.3
CASELLA WASTE CWSTUSD EU 631.4 (38.8) 0.3
CDK GLOBAL INC CDKUSD EU 2,697.9 (217.0) 465.1
CDK GLOBAL INC CDKEUR EU 2,697.9 (217.0) 465.1
CDK GLOBAL INC C2G GR 2,697.9 (217.0) 465.1
CDK GLOBAL INC C2G QT 2,697.9 (217.0) 465.1
CDK GLOBAL INC 0HQR LN 2,697.9 (217.0) 465.1
CDK GLOBAL INC CDK US 2,697.9 (217.0) 465.1
CEDAR FAIR LP FUN US 2,004.6 (51.0) (99.2)
CEDAR FAIR LP 7CF GR 2,004.6 (51.0) (99.2)
CHESAPEAKE ENERG CHK* MM 12,086.0 (97.0) (1,130.0)
CHESAPEAKE ENERG CS1 TH 12,086.0 (97.0) (1,130.0)
CHESAPEAKE ENERG CHK US 12,086.0 (97.0) (1,130.0)
CHESAPEAKE ENERG CS1 GR 12,086.0 (97.0) (1,130.0)
CHESAPEAKE ENERG CS1 QT 12,086.0 (97.0) (1,130.0)
CHESAPEAKE ENERG CHKEUR EU 12,086.0 (97.0) (1,130.0)
CHESAPEAKE ENERG CS1 GZ 12,086.0 (97.0) (1,130.0)
CHESAPEAKE ENERG CHKUSD EU 12,086.0 (97.0) (1,130.0)
CHESAPEAKE ENERG 0HWL LN 12,086.0 (97.0) (1,130.0)
CHOICE HOTELS CZH GR 1,052.0 (259.9) (37.4)
CHOICE HOTELS CHH US 1,052.0 (259.9) (37.4)
CINCINNATI BELL CBB US 2,186.0 (127.9) 349.7
CINCINNATI BELL CIB1 GR 2,186.0 (127.9) 349.7
CINCINNATI BELL CBBEUR EU 2,186.0 (127.9) 349.7
CLEAR CHANNEL-A CCO US 4,615.5 (1,993.6) 269.8
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CLEVELAND-CLIFFS CVA GZ 2,862.9 (484.8) 987.5
CLEVELAND-CLIFFS CLF2EUR EU 2,862.9 (484.8) 987.5
CLEVELAND-CLIFFS CVA QT 2,862.9 (484.8) 987.5
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CLEVELAND-CLIFFS 0I0H LN 2,862.9 (484.8) 987.5
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COMSTOCK RES INC CRK US 910.5 (409.9) 41.0
CONSUMER CAPITAL CCGN US 1.7 (4.6) (1.6)
CONVERGEONE HOLD CVON US 986.0 (109.6) 3.1
DELEK LOGISTICS DKL US 665.9 (130.6) 22.9
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DENNY'S CORP DENN US 333.6 (121.4) (44.7)
DENNY'S CORP DE8 GR 333.6 (121.4) (44.7)
DENNY'S CORP DENNEUR EU 333.6 (121.4) (44.7)
DEX MEDIA INC DMDA US 1,419.0 (1,284.0) (1,999.0)
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DOLLARAMA INC DR3 GR 2,052.7 (146.6) 29.8
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DOLLARAMA INC DOL CN 2,052.7 (146.6) 29.8
DOLLARAMA INC DOLEUR EU 2,052.7 (146.6) 29.8
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DOMINO'S PIZZA DPZEUR EU 798.3 (2,770.9) 151.7
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DUN & BRADSTREET DNB US 1,943.3 (831.8) (435.3)
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DUN & BRADSTREET DNB1USD EU 1,943.3 (831.8) (435.3)
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DUNKIN' BRANDS G DNKN US 3,244.1 (860.3) 206.6
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DUNKIN' BRANDS G DNKNEUR EU 3,244.1 (860.3) 206.6
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DUNKIN' BRANDS G 2DB GZ 3,244.1 (860.3) 206.6
DUNKIN' BRANDS G DNKNUSD EU 3,244.1 (860.3) 206.6
EGAIN CORP EGAN US 37.6 (9.2) (10.9)
EGAIN CORP EGCA GR 37.6 (9.2) (10.9)
EGAIN CORP EGANEUR EU 37.6 (9.2) (10.9)
EGAIN CORP 0IFM LN 37.6 (9.2) (10.9)
ENPHASE ENERGY E0P GR 212.1 (31.2) 44.2
ENPHASE ENERGY ENPH US 212.1 (31.2) 44.2
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ENPHASE ENERGY E0P QT 212.1 (31.2) 44.2
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ENPHASE ENERGY 0QYE LN 212.1 (31.2) 44.2
ENPHASE ENERGY E0P GZ 212.1 (31.2) 44.2
ENPHASE ENERGY ENPHEUR EU 212.1 (31.2) 44.2
EVERI HOLDINGS I G2C TH 1,474.7 (124.8) (1.9)
EVERI HOLDINGS I G2C GR 1,474.7 (124.8) (1.9)
EVERI HOLDINGS I EVRI US 1,474.7 (124.8) (1.9)
EVERI HOLDINGS I EVRIEUR EU 1,474.7 (124.8) (1.9)
EVERI HOLDINGS I EVRIUSD EU 1,474.7 (124.8) (1.9)
EXELA TECHNOLOGI XELA US 1,665.9 (35.1) (29.5)
FERRELLGAS-LP FGP US 1,532.6 (812.6) 26.0
FTS INTERNATIONA FTSI US 854.5 (85.2) 306.9
FTS INTERNATIONA FT5 QT 854.5 (85.2) 306.9
GAMCO INVESTO-A GBL US 117.0 (72.6) -
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GNC HOLDINGS INC IGN GR 1,527.8 (179.2) 251.8
GNC HOLDINGS INC GNC1USD EU 1,527.8 (179.2) 251.8
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GOGO INC G0G QT 1,300.1 (191.3) 356.0
GOGO INC GOGOEUR EU 1,300.1 (191.3) 356.0
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GOOSEHEAD INSU-A GSHD US 22.2 (37.4) -
GOOSEHEAD INSU-A 2OX GR 22.2 (37.4) -
GOOSEHEAD INSU-A GSHDEUR EU 22.2 (37.4) -
GREEN PLAINS PAR GPP US 96.9 (64.7) 4.7
GREEN PLAINS PAR 8GP GR 96.9 (64.7) 4.7
GREEN THUMB INDU GTII CN 1.1 (0.5) (0.5)
GREENSKY INC-A GSKY US 521.3 (24.5) (1.4)
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HCA HEALTHCARE I 2BH TH 37,299.0 (4,434.0) 2,913.0
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HCA HEALTHCARE I 2BH QT 37,299.0 (4,434.0) 2,913.0
HCA HEALTHCARE I HCAEUR EU 37,299.0 (4,434.0) 2,913.0
HCA HEALTHCARE I HCA* MM 37,299.0 (4,434.0) 2,913.0
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HCA HEALTHCARE I 0J1R LN 37,299.0 (4,434.0) 2,913.0
HELIUS MEDICAL T 26H GR 5.7 (2.2) (2.4)
HELIUS MEDICAL T HSM CN 5.7 (2.2) (2.4)
HELIUS MEDICAL T HSDT US 5.7 (2.2) (2.4)
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HERBALIFE NUTRIT HOO GR 2,968.7 (219.0) 1,040.2
HERBALIFE NUTRIT HLFEUR EU 2,968.7 (219.0) 1,040.2
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HERBALIFE NUTRIT HLFUSD EU 2,968.7 (219.0) 1,040.2
HP COMPANY-BDR HPQB34 BZ 32,087.0 (1,863.0) (3,694.0)
HP INC HPQ TE 32,087.0 (1,863.0) (3,694.0)
HP INC 7HP TH 32,087.0 (1,863.0) (3,694.0)
HP INC 7HP GR 32,087.0 (1,863.0) (3,694.0)
HP INC HPQ US 32,087.0 (1,863.0) (3,694.0)
HP INC HPQ CI 32,087.0 (1,863.0) (3,694.0)
HP INC HPQ* MM 32,087.0 (1,863.0) (3,694.0)
HP INC HPQUSD SW 32,087.0 (1,863.0) (3,694.0)
HP INC HPQUSD EU 32,087.0 (1,863.0) (3,694.0)
HP INC HPQ SW 32,087.0 (1,863.0) (3,694.0)
HP INC HWP QT 32,087.0 (1,863.0) (3,694.0)
HP INC HPQCHF EU 32,087.0 (1,863.0) (3,694.0)
HP INC HPQEUR EU 32,087.0 (1,863.0) (3,694.0)
HP INC 7HP GZ 32,087.0 (1,863.0) (3,694.0)
HP INC 0J2E LN 32,087.0 (1,863.0) (3,694.0)
IDEXX LABS IX1 QT 1,469.5 (49.0) (27.1)
IDEXX LABS IDXX US 1,469.5 (49.0) (27.1)
IDEXX LABS IX1 GR 1,469.5 (49.0) (27.1)
IDEXX LABS IX1 TH 1,469.5 (49.0) (27.1)
IDEXX LABS IDXX AV 1,469.5 (49.0) (27.1)
IDEXX LABS IX1 GZ 1,469.5 (49.0) (27.1)
IDEXX LABS 0J8P LN 1,469.5 (49.0) (27.1)
IDEXX LABS IDXX TE 1,469.5 (49.0) (27.1)
IMMUNOGEN INC IMU TH 265.0 (36.3) 181.2
IMMUNOGEN INC IMU GR 265.0 (36.3) 181.2
IMMUNOGEN INC IMGN US 265.0 (36.3) 181.2
IMMUNOGEN INC IMU QT 265.0 (36.3) 181.2
IMMUNOGEN INC IMU GZ 265.0 (36.3) 181.2
IMMUNOGEN INC IMGNEUR EU 265.0 (36.3) 181.2
IMMUNOGEN INC IMGNUSD EU 265.0 (36.3) 181.2
INFRASTRUCTURE A IEA US 118.2 (119.8) (18.8)
INNOVIVA INC HVE GR 276.7 (212.7) 109.2
INNOVIVA INC INVA US 276.7 (212.7) 109.2
INNOVIVA INC INVAEUR EU 276.7 (212.7) 109.2
INNOVIVA INC HVE GZ 276.7 (212.7) 109.2
INNOVIVA INC INVAUSD EU 276.7 (212.7) 109.2
INNOVIVA INC HVE QT 276.7 (212.7) 109.2
INNOVIVA INC HVE TH 276.7 (212.7) 109.2
INSPIRE MEDICAL INSP US 27.9 (4.9) 19.0
INSPIRE MEDICAL 2DR GR 27.9 (4.9) 19.0
INSPIRE MEDICAL INSPEUR EU 27.9 (4.9) 19.0
INSPIRE MEDICAL 2DR TH 27.9 (4.9) 19.0
INSPIRE MEDICAL INSPUSD EU 27.9 (4.9) 19.0
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INTERCEPT PHARMA ICPT US 393.8 (52.3) 284.4
INTERCEPT PHARMA I4P GR 393.8 (52.3) 284.4
INTERCEPT PHARMA I4P QT 393.8 (52.3) 284.4
INTERCEPT PHARMA ICPTUSD EU 393.8 (52.3) 284.4
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IRONWOOD PHARMAC I76 TH 571.1 (18.1) 213.4
IRONWOOD PHARMAC IRWD US 571.1 (18.1) 213.4
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IRONWOOD PHARMAC I76 QT 571.1 (18.1) 213.4
IRONWOOD PHARMAC IRWDEUR EU 571.1 (18.1) 213.4
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ISRAMCO INC ISRL US 110.7 (19.2) (7.0)
ISRAMCO INC IRM GR 110.7 (19.2) (7.0)
ISRAMCO INC ISRLEUR EU 110.7 (19.2) (7.0)
IWEB INC IWBB US 1.0 (0.6) (0.6)
JACK IN THE BOX JACK US 875.0 (430.9) (22.4)
JACK IN THE BOX JBX GR 875.0 (430.9) (22.4)
JACK IN THE BOX JACK1EUR EU 875.0 (430.9) (22.4)
JACK IN THE BOX JBX GZ 875.0 (430.9) (22.4)
JACK IN THE BOX JBX QT 875.0 (430.9) (22.4)
JAMBA INC JMBA US 40.6 (14.6) (22.0)
KERYX BIOPHARM KYX TH 140.1 (31.6) 74.6
KERYX BIOPHARM KYX GR 140.1 (31.6) 74.6
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L BRANDS INC LB US 7,749.0 (969.0) 1,032.0
L BRANDS INC LTD TH 7,749.0 (969.0) 1,032.0
L BRANDS INC LTD GR 7,749.0 (969.0) 1,032.0
L BRANDS INC LTD QT 7,749.0 (969.0) 1,032.0
L BRANDS INC LBEUR EU 7,749.0 (969.0) 1,032.0
L BRANDS INC LB* MM 7,749.0 (969.0) 1,032.0
L BRANDS INC LBUSD EU 7,749.0 (969.0) 1,032.0
L BRANDS INC 0JSC LN 7,749.0 (969.0) 1,032.0
LAMB WESTON LW US 2,753.9 (337.6) 418.9
LAMB WESTON 0L5 GR 2,753.9 (337.6) 418.9
LAMB WESTON LW-WEUR EU 2,753.9 (337.6) 418.9
LAMB WESTON 0L5 TH 2,753.9 (337.6) 418.9
LAMB WESTON 0L5 QT 2,753.9 (337.6) 418.9
LAMB WESTON LW-WUSD EU 2,753.9 (337.6) 418.9
LEGACY RESERVES LGCY US 1,495.6 (201.1) (30.0)
LEGACY RESERVES LRT GR 1,495.6 (201.1) (30.0)
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LENNOX INTL INC LII US 2,086.1 (102.6) 634.0
LENNOX INTL INC LXI GR 2,086.1 (102.6) 634.0
LENNOX INTL INC LII1EUR EU 2,086.1 (102.6) 634.0
LENNOX INTL INC LXI TH 2,086.1 (102.6) 634.0
LOCKHEED MARTIN LOM TH 46,634.0 (111.0) 3,842.0
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LOCKHEED MARTIN LMT SW 46,634.0 (111.0) 3,842.0
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LOCKHEED MARTIN LMT1CHF EU 46,634.0 (111.0) 3,842.0
LOCKHEED MARTIN 0R3E LN 46,634.0 (111.0) 3,842.0
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MCDONALDS CORP MCD SW 33,722.9 (4,718.8) 2,087.9
MCDONALDS CORP MCD US 33,722.9 (4,718.8) 2,087.9
MCDONALDS CORP MCD* MM 33,722.9 (4,718.8) 2,087.9
MCDONALDS CORP MDO GR 33,722.9 (4,718.8) 2,087.9
MCDONALDS CORP MCD TE 33,722.9 (4,718.8) 2,087.9
MCDONALDS CORP MDO TH 33,722.9 (4,718.8) 2,087.9
MCDONALDS CORP MCD CI 33,722.9 (4,718.8) 2,087.9
MCDONALDS CORP MCDUSD SW 33,722.9 (4,718.8) 2,087.9
MCDONALDS CORP MCDUSD EU 33,722.9 (4,718.8) 2,087.9
MCDONALDS CORP MDO QT 33,722.9 (4,718.8) 2,087.9
MCDONALDS CORP MCDCHF EU 33,722.9 (4,718.8) 2,087.9
MCDONALDS CORP MCDEUR EU 33,722.9 (4,718.8) 2,087.9
MCDONALDS CORP MDO GZ 33,722.9 (4,718.8) 2,087.9
MCDONALDS CORP MCD AV 33,722.9 (4,718.8) 2,087.9
MDC PARTNERS-A MD7A GR 1,701.1 (135.3) (195.9)
MDC PARTNERS-A MDCA US 1,701.1 (135.3) (195.9)
MDC PARTNERS-A MDCAEUR EU 1,701.1 (135.3) (195.9)
MEDMEN ENTERPRIS MMEN CN 0.0 (0.1) (0.1)
MICHAELS COS INC MIK US 2,313.5 (1,483.9) 743.9
MICHAELS COS INC MIM GR 2,313.5 (1,483.9) 743.9
MONEYGRAM INTERN 9M1N GR 4,509.2 (232.7) (58.3)
MONEYGRAM INTERN MGI US 4,509.2 (232.7) (58.3)
MONEYGRAM INTERN 9M1N QT 4,509.2 (232.7) (58.3)
MONEYGRAM INTERN 9M1N TH 4,509.2 (232.7) (58.3)
MONEYGRAM INTERN MGIEUR EU 4,509.2 (232.7) (58.3)
MONEYGRAM INTERN MGIUSD EU 4,509.2 (232.7) (58.3)
MOTOROLA SOLUTIO MOT TE 9,051.0 (1,539.0) 525.0
MOTOROLA SOLUTIO MSI US 9,051.0 (1,539.0) 525.0
MOTOROLA SOLUTIO MTLA TH 9,051.0 (1,539.0) 525.0
MOTOROLA SOLUTIO MTLA GR 9,051.0 (1,539.0) 525.0
MOTOROLA SOLUTIO MTLA QT 9,051.0 (1,539.0) 525.0
MOTOROLA SOLUTIO MSI1EUR EU 9,051.0 (1,539.0) 525.0
MOTOROLA SOLUTIO MTLA GZ 9,051.0 (1,539.0) 525.0
MOTOROLA SOLUTIO MSI1USD EU 9,051.0 (1,539.0) 525.0
MOTOROLA SOLUTIO 0K3H LN 9,051.0 (1,539.0) 525.0
MSG NETWORKS- A MSGN US 855.6 (693.3) 212.2
MSG NETWORKS- A 1M4 QT 855.6 (693.3) 212.2
MSG NETWORKS- A MSGNEUR EU 855.6 (693.3) 212.2
MSG NETWORKS- A 1M4 GR 855.6 (693.3) 212.2
MSG NETWORKS- A 1M4 TH 855.6 (693.3) 212.2
MSG NETWORKS- A MSGNUSD EU 855.6 (693.3) 212.2
NATERA INC NTRA US 218.7 (3.9) 83.1
NATERA INC 45E GR 218.7 (3.9) 83.1
NATHANS FAMOUS NATH US 80.1 (84.6) 53.7
NATHANS FAMOUS NFA GR 80.1 (84.6) 53.7
NATIONAL CINEMED NCMI US 1,157.7 (84.4) -
NATIONAL CINEMED XWM GR 1,157.7 (84.4) -
NATIONAL CINEMED NCMIEUR EU 1,157.7 (84.4) -
NAVISTAR INTL IHR TH 6,487.0 (4,527.0) 456.0
NAVISTAR INTL NAV US 6,487.0 (4,527.0) 456.0
NAVISTAR INTL IHR GR 6,487.0 (4,527.0) 456.0
NAVISTAR INTL IHR QT 6,487.0 (4,527.0) 456.0
NAVISTAR INTL IHR GZ 6,487.0 (4,527.0) 456.0
NAVISTAR INTL NAVEUR EU 6,487.0 (4,527.0) 456.0
NAVISTAR INTL NAVUSD EU 6,487.0 (4,527.0) 456.0
NEOS THERAPEUTIC NTE GR 97.4 (4.5) 32.9
NEOS THERAPEUTIC NEOS US 97.4 (4.5) 32.9
NEW ENG RLTY-LP NEN US 256.1 (34.6) -
NII HOLDINGS INC NIHD US 1,121.5 (113.6) 171.7
NYMOX PHARMACEUT NYMX US 1.0 (1.0) (1.1)
NYMOX PHARMACEUT NYMXUSD EU 1.0 (1.0) (1.1)
OMEROS CORP OMER US 89.0 (29.2) 54.1
OMEROS CORP 3O8 GR 89.0 (29.2) 54.1
OMEROS CORP OMEREUR EU 89.0 (29.2) 54.1
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OMEROS CORP 0KBU LN 89.0 (29.2) 54.1
OPTEC INTERNATIO OPTI US 0.2 (0.8) (0.9)
OPTIVA INC OPT CN 188.7 (12.7) 28.2
OPTIVA INC RKNEF US 188.7 (12.7) 28.2
OPTIVA INC RE6 GR 188.7 (12.7) 28.2
OPTIVA INC RKNEUR EU 188.7 (12.7) 28.2
OPTIVA INC 3230510Q EU 188.7 (12.7) 28.2
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PAPA JOHN'S INTL PP1 GR 579.8 (242.2) 22.8
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PHILIP MORRIS IN PM1 EU 43,070.0 (10,482.0) 2,905.0
PHILIP MORRIS IN 4I1 GR 43,070.0 (10,482.0) 2,905.0
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PHILIP MORRIS IN PM1 TE 43,070.0 (10,482.0) 2,905.0
PHILIP MORRIS IN PM1EUR EU 43,070.0 (10,482.0) 2,905.0
PHILIP MORRIS IN PMI SW 43,070.0 (10,482.0) 2,905.0
PHILIP MORRIS IN 4I1 GZ 43,070.0 (10,482.0) 2,905.0
PHILIP MORRIS IN 4I1 QT 43,070.0 (10,482.0) 2,905.0
PHILIP MORRIS IN PM LN 43,070.0 (10,482.0) 2,905.0
PHILIP MORRIS IN PMI1 IX 43,070.0 (10,482.0) 2,905.0
PHILIP MORRIS IN PMI EB 43,070.0 (10,482.0) 2,905.0
PHILIP MORRIS IN PMOR AV 43,070.0 (10,482.0) 2,905.0
PINNACLE ENTERTA 65P GR 3,884.8 (301.5) (30.0)
PINNACLE ENTERTA PNK US 3,884.8 (301.5) (30.0)
PLANET FITNESS-A 3PL QT 1,115.9 (122.4) 77.1
PLANET FITNESS-A PLNT1EUR EU 1,115.9 (122.4) 77.1
PLANET FITNESS-A PLNT US 1,115.9 (122.4) 77.1
PLANET FITNESS-A 3PL TH 1,115.9 (122.4) 77.1
PLANET FITNESS-A 3PL GR 1,115.9 (122.4) 77.1
PLANET FITNESS-A PLNT1USD EU 1,115.9 (122.4) 77.1
PLANET FITNESS-A 0KJD LN 1,115.9 (122.4) 77.1
PLURALSIGHT IN-A PS US 234.0 (58.1) (71.1)
PROS HOLDINGS IN PRO US 280.5 (55.1) 86.0
PROS HOLDINGS IN PH2 GR 280.5 (55.1) 86.0
PROS HOLDINGS IN PRO1EUR EU 280.5 (55.1) 86.0
REATA PHARMACE-A 2R3 GR 136.8 (142.7) 83.4
REATA PHARMACE-A RETAEUR EU 136.8 (142.7) 83.4
REATA PHARMACE-A RETA US 136.8 (142.7) 83.4
REMARK HOLD INC MARK US 102.8 (21.2) (29.4)
RESOLUTE ENERGY REN US 686.3 (81.6) (129.6)
RESOLUTE ENERGY R21 GR 686.3 (81.6) (129.6)
RESOLUTE ENERGY RENEUR EU 686.3 (81.6) (129.6)
REVLON INC-A RVL1 GR 3,042.1 (855.7) 105.3
REVLON INC-A REV US 3,042.1 (855.7) 105.3
REVLON INC-A RVL1 TH 3,042.1 (855.7) 105.3
REVLON INC-A REVEUR EU 3,042.1 (855.7) 105.3
REVLON INC-A REVUSD EU 3,042.1 (855.7) 105.3
RIMINI STREET IN RMNI US 145.2 (205.8) (117.3)
ROSETTA STONE IN RS8 TH 178.8 (1.6) (63.2)
ROSETTA STONE IN RS8 GR 178.8 (1.6) (63.2)
ROSETTA STONE IN RST US 178.8 (1.6) (63.2)
ROSETTA STONE IN RST1EUR EU 178.8 (1.6) (63.2)
ROSETTA STONE IN RST1USD EU 178.8 (1.6) (63.2)
RR DONNELLEY & S DLLN TH 3,680.6 (188.3) 607.2
RR DONNELLEY & S RRDEUR EU 3,680.6 (188.3) 607.2
RR DONNELLEY & S RRD US 3,680.6 (188.3) 607.2
RR DONNELLEY & S DLLN GR 3,680.6 (188.3) 607.2
RR DONNELLEY & S RRDUSD EU 3,680.6 (188.3) 607.2
SALLY BEAUTY HOL S7V GR 2,100.2 (315.0) 608.3
SALLY BEAUTY HOL SBH US 2,100.2 (315.0) 608.3
SALLY BEAUTY HOL SBHEUR EU 2,100.2 (315.0) 608.3
SANCHEZ ENERGY C SN* MM 2,903.8 (33.4) 212.2
SANCHEZ ENERGY C SN US 2,903.8 (33.4) 212.2
SANCHEZ ENERGY C 13S GR 2,903.8 (33.4) 212.2
SANCHEZ ENERGY C 13S TH 2,903.8 (33.4) 212.2
SANCHEZ ENERGY C 13S QT 2,903.8 (33.4) 212.2
SANCHEZ ENERGY C SNEUR EU 2,903.8 (33.4) 212.2
SANCHEZ ENERGY C SNUSD EU 2,903.8 (33.4) 212.2
SBA COMM CORP 4SB GR 7,405.1 (2,588.2) 51.9
SBA COMM CORP SBAC US 7,405.1 (2,588.2) 51.9
SBA COMM CORP SBJ TH 7,405.1 (2,588.2) 51.9
SBA COMM CORP SBACEUR EU 7,405.1 (2,588.2) 51.9
SBA COMM CORP 4SB GZ 7,405.1 (2,588.2) 51.9
SBA COMM CORP SBACUSD EU 7,405.1 (2,588.2) 51.9
SBA COMM CORP 0KYZ LN 7,405.1 (2,588.2) 51.9
SCIENTIFIC GAMES SGMS US 7,737.2 (2,196.1) 554.9
SCIENTIFIC GAMES SGMSUSD EU 7,737.2 (2,196.1) 554.9
SCIENTIFIC GAMES TJW GR 7,737.2 (2,196.1) 554.9
SCIENTIFIC GAMES TJW TH 7,737.2 (2,196.1) 554.9
SEALED AIR CORP SDA GR 5,041.1 (364.8) 242.4
SEALED AIR CORP SEE US 5,041.1 (364.8) 242.4
SEALED AIR CORP SDA TH 5,041.1 (364.8) 242.4
SEALED AIR CORP SDA QT 5,041.1 (364.8) 242.4
SEALED AIR CORP SEE1EUR EU 5,041.1 (364.8) 242.4
SEALED AIR CORP SEE1USD EU 5,041.1 (364.8) 242.4
SEALED AIR CORP 0L4F LN 5,041.1 (364.8) 242.4
SENSEONICS HLDGS SENS US 77.8 (13.2) 55.3
SENSEONICS HLDGS 6L6 GR 77.8 (13.2) 55.3
SENSEONICS HLDGS SENS1EUR EU 77.8 (13.2) 55.3
SENSEONICS HLDGS SENS1USD EU 77.8 (13.2) 55.3
SENSEONICS HLDGS 6L6 TH 77.8 (13.2) 55.3
SIGA TECH INC SIGA US 133.1 (334.6) 26.9
SIRIUS XM HOLDIN RDO GR 8,299.3 (1,564.5) (2,267.2)
SIRIUS XM HOLDIN RDO TH 8,299.3 (1,564.5) (2,267.2)
SIRIUS XM HOLDIN SIRI US 8,299.3 (1,564.5) (2,267.2)
SIRIUS XM HOLDIN RDO QT 8,299.3 (1,564.5) (2,267.2)
SIRIUS XM HOLDIN SIRIEUR EU 8,299.3 (1,564.5) (2,267.2)
SIRIUS XM HOLDIN RDO GZ 8,299.3 (1,564.5) (2,267.2)
SIRIUS XM HOLDIN SIRI AV 8,299.3 (1,564.5) (2,267.2)
SIRIUS XM HOLDIN SIRIUSD EU 8,299.3 (1,564.5) (2,267.2)
SIRIUS XM HOLDIN 0L6Z LN 8,299.3 (1,564.5) (2,267.2)
SIRIUS XM HOLDIN SIRI TE 8,299.3 (1,564.5) (2,267.2)
SIX FLAGS ENTERT 6FE GR 2,444.0 (203.7) (316.4)
SIX FLAGS ENTERT SIX US 2,444.0 (203.7) (316.4)
SIX FLAGS ENTERT SIXEUR EU 2,444.0 (203.7) (316.4)
SOLARWINDOW TECH WNDW LN 2.1 (2.0) 1.9
SONIC CORP SO4 GR 561.5 (252.7) 73.4
SONIC CORP SONC US 561.5 (252.7) 73.4
SONIC CORP SONCEUR EU 561.5 (252.7) 73.4
SONIC CORP SO4 TH 561.5 (252.7) 73.4
SONIC CORP SONCUSD EU 561.5 (252.7) 73.4
SURFACE ONCOLOGY SURF US - (21.0) -
SURFACE ONCOLOGY QSOA GR - (21.0) -
SURFACE ONCOLOGY SURFEUR EU - (21.0) -
TAILORED BRANDS TLRD US 1,945.8 (37.2) 540.2
TAILORED BRANDS WRM GR 1,945.8 (37.2) 540.2
TAILORED BRANDS TLRDEUR EU 1,945.8 (37.2) 540.2
TAILORED BRANDS WRM TH 1,945.8 (37.2) 540.2
TAILORED BRANDS TLRDUSD EU 1,945.8 (37.2) 540.2
TAUBMAN CENTERS TU8 GR 4,246.0 (162.4) -
TAUBMAN CENTERS TCO US 4,246.0 (162.4) -
TAUBMAN CENTERS 0LDD LN 4,246.0 (162.4) -
TOWN SPORTS INTE CLUB US 251.8 (73.5) 5.9
TOWN SPORTS INTE T3D GR 251.8 (73.5) 5.9
TOWN SPORTS INTE CLUBEUR EU 251.8 (73.5) 5.9
TRANSDIGM GROUP TDG US 10,394.7 (2,309.3) 1,657.3
TRANSDIGM GROUP T7D GR 10,394.7 (2,309.3) 1,657.3
TRANSDIGM GROUP T7D QT 10,394.7 (2,309.3) 1,657.3
TRANSDIGM GROUP TDGEUR EU 10,394.7 (2,309.3) 1,657.3
TRANSDIGM GROUP T7D TH 10,394.7 (2,309.3) 1,657.3
TRANSDIGM GROUP 0REK LN 10,394.7 (2,309.3) 1,657.3
TUPPERWARE BRAND TUP GR 1,444.8 (108.4) (28.0)
TUPPERWARE BRAND TUP US 1,444.8 (108.4) (28.0)
TUPPERWARE BRAND TUP QT 1,444.8 (108.4) (28.0)
TUPPERWARE BRAND TUP GZ 1,444.8 (108.4) (28.0)
TUPPERWARE BRAND TUP TH 1,444.8 (108.4) (28.0)
TUPPERWARE BRAND TUP1EUR EU 1,444.8 (108.4) (28.0)
TUPPERWARE BRAND TUP1USD EU 1,444.8 (108.4) (28.0)
TURTLE BEACH COR HEAR US 52.3 (20.4) 24.4
TURTLE BEACH COR 0P1A GR 52.3 (20.4) 24.4
TURTLE BEACH COR PAMTEUR EU 52.3 (20.4) 24.4
TURTLE BEACH COR 0P1A TH 52.3 (20.4) 24.4
TURTLE BEACH COR PAMTUSD EU 52.3 (20.4) 24.4
UNISYS CORP USY1 TH 2,513.7 (1,270.8) 438.5
UNISYS CORP USY1 GR 2,513.7 (1,270.8) 438.5
UNISYS CORP UIS1 SW 2,513.7 (1,270.8) 438.5
UNISYS CORP UIS US 2,513.7 (1,270.8) 438.5
UNISYS CORP UISEUR EU 2,513.7 (1,270.8) 438.5
UNISYS CORP UISCHF EU 2,513.7 (1,270.8) 438.5
UNISYS CORP UIS EU 2,513.7 (1,270.8) 438.5
UNISYS CORP USY1 GZ 2,513.7 (1,270.8) 438.5
UNISYS CORP USY1 QT 2,513.7 (1,270.8) 438.5
UNITI GROUP INC 8XC GR 4,363.5 (1,187.3) -
UNITI GROUP INC UNIT US 4,363.5 (1,187.3) -
UNITI GROUP INC CSALUSD EU 4,363.5 (1,187.3) -
UNITI GROUP INC 0LJB LN 4,363.5 (1,187.3) -
US XPRESS ENTE-A USX US 830.1 (34.8) (49.6)
VALVOLINE INC 0V4 GR 1,869.0 (226.0) 380.0
VALVOLINE INC VVVEUR EU 1,869.0 (226.0) 380.0
VALVOLINE INC 0V4 QT 1,869.0 (226.0) 380.0
VALVOLINE INC VVV US 1,869.0 (226.0) 380.0
VECTOR GROUP LTD VGR US 1,299.1 (394.2) 167.3
VECTOR GROUP LTD VGR GR 1,299.1 (394.2) 167.3
VECTOR GROUP LTD VGR QT 1,299.1 (394.2) 167.3
VECTOR GROUP LTD VGREUR EU 1,299.1 (394.2) 167.3
VERISIGN INC VRSN US 2,905.3 (1,234.7) 859.6
VERISIGN INC VRS GR 2,905.3 (1,234.7) 859.6
VERISIGN INC VRS TH 2,905.3 (1,234.7) 859.6
VERISIGN INC VRS QT 2,905.3 (1,234.7) 859.6
VERISIGN INC VRSNEUR EU 2,905.3 (1,234.7) 859.6
VERISIGN INC VRS GZ 2,905.3 (1,234.7) 859.6
VERISIGN INC VRSN* MM 2,905.3 (1,234.7) 859.6
W&T OFFSHORE INC UWV GR 942.2 (544.6) 107.2
W&T OFFSHORE INC WTI US 942.2 (544.6) 107.2
W&T OFFSHORE INC WTI1EUR EU 942.2 (544.6) 107.2
WAYFAIR INC- A W US 1,226.4 (127.2) (2.8)
WAYFAIR INC- A 1WF GR 1,226.4 (127.2) (2.8)
WAYFAIR INC- A 1WF TH 1,226.4 (127.2) (2.8)
WAYFAIR INC- A WEUR EU 1,226.4 (127.2) (2.8)
WAYFAIR INC- A 1WF QT 1,226.4 (127.2) (2.8)
WAYFAIR INC- A WUSD EU 1,226.4 (127.2) (2.8)
WEIGHT WATCHERS WW6 GR 1,307.1 (995.9) (99.4)
WEIGHT WATCHERS WTW US 1,307.1 (995.9) (99.4)
WEIGHT WATCHERS WW6 GZ 1,307.1 (995.9) (99.4)
WEIGHT WATCHERS WTWEUR EU 1,307.1 (995.9) (99.4)
WEIGHT WATCHERS WW6 QT 1,307.1 (995.9) (99.4)
WEIGHT WATCHERS WTWUSD EU 1,307.1 (995.9) (99.4)
WEIGHT WATCHERS WW6 TH 1,307.1 (995.9) (99.4)
WESTERN UNION W3U TH 9,188.0 (375.8) (1,032.2)
WESTERN UNION WU* MM 9,188.0 (375.8) (1,032.2)
WESTERN UNION W3U GR 9,188.0 (375.8) (1,032.2)
WESTERN UNION WU US 9,188.0 (375.8) (1,032.2)
WESTERN UNION W3U QT 9,188.0 (375.8) (1,032.2)
WESTERN UNION WUEUR EU 9,188.0 (375.8) (1,032.2)
WESTERN UNION W3U GZ 9,188.0 (375.8) (1,032.2)
WESTERN UNION WUUSD EU 9,188.0 (375.8) (1,032.2)
WESTERN UNION 0LVJ LN 9,188.0 (375.8) (1,032.2)
WIDEOPENWEST INC WOW US 2,165.0 (439.1) (70.1)
WIDEOPENWEST INC WU5 GR 2,165.0 (439.1) (70.1)
WIDEOPENWEST INC WU5 QT 2,165.0 (439.1) (70.1)
WIDEOPENWEST INC WOW1EUR EU 2,165.0 (439.1) (70.1)
WINDSTREAM HOLDI WIN US 10,981.3 (1,337.2) (344.5)
WINDSTREAM HOLDI B4O2 TH 10,981.3 (1,337.2) (344.5)
WINDSTREAM HOLDI B4O2 GR 10,981.3 (1,337.2) (344.5)
WINDSTREAM HOLDI WIN2USD EU 10,981.3 (1,337.2) (344.5)
WINGSTOP INC WING US 120.7 (146.5) (5.4)
WINGSTOP INC EWG GR 120.7 (146.5) (5.4)
WINGSTOP INC WING1EUR EU 120.7 (146.5) (5.4)
WINMARK CORP WINA US 47.7 (28.6) 7.8
WINMARK CORP GBZ GR 47.7 (28.6) 7.8
WINMARK CORP WINAUSD EU 47.7 (28.6) 7.8
WORKIVA INC WK US 178.6 (9.2) (13.3)
WORKIVA INC 0WKA GR 178.6 (9.2) (13.3)
WORKIVA INC WKEUR EU 178.6 (9.2) (13.3)
YELLOW PAGES LTD YLWDF US 581.0 (205.7) 72.7
YELLOW PAGES LTD Y CN 581.0 (205.7) 72.7
YELLOW PAGES LTD YMI GR 581.0 (205.7) 72.7
YELLOW PAGES LTD YEUR EU 581.0 (205.7) 72.7
YRC WORLDWIDE IN YEL1 GR 1,608.7 (365.9) 160.4
YRC WORLDWIDE IN YRCW US 1,608.7 (365.9) 160.4
YRC WORLDWIDE IN YEL1 QT 1,608.7 (365.9) 160.4
YRC WORLDWIDE IN YRCWEUR EU 1,608.7 (365.9) 160.4
YRC WORLDWIDE IN YRCWUSD EU 1,608.7 (365.9) 160.4
YRC WORLDWIDE IN YEL1 TH 1,608.7 (365.9) 160.4
YUM! BRANDS INC TGR TH 4,836.0 (6,754.0) 780.0
YUM! BRANDS INC TGR GR 4,836.0 (6,754.0) 780.0
YUM! BRANDS INC YUMUSD SW 4,836.0 (6,754.0) 780.0
YUM! BRANDS INC YUMUSD EU 4,836.0 (6,754.0) 780.0
YUM! BRANDS INC YUM US 4,836.0 (6,754.0) 780.0
YUM! BRANDS INC YUMEUR EU 4,836.0 (6,754.0) 780.0
YUM! BRANDS INC TGR QT 4,836.0 (6,754.0) 780.0
YUM! BRANDS INC YUM SW 4,836.0 (6,754.0) 780.0
YUM! BRANDS INC TGR GZ 4,836.0 (6,754.0) 780.0
YUM! BRANDS INC 0QYD LN 4,836.0 (6,754.0) 780.0
ZYMEWORKS INC ZYME US 132.0 (108.7) 77.7
ZYMEWORKS INC ZYME CN 132.0 (108.7) 77.7
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors.
Copyright 2018. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
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re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers. Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.
The TCR subscription rate is $975 for 6 months delivered via
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are $25 each. For subscription information, contact Peter A.
Chapman at 215-945-7000.
*** End of Transmission ***