/raid1/www/Hosts/bankrupt/TCR_Public/180730.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Monday, July 30, 2018, Vol. 22, No. 210
Headlines
1 GLOBAL CAPITAL: Case Summary & 20 Largest Unsecured Creditors
1098 BLUE HILL: Seeks Aug. 23 Extension of Plan Filing Period
22 MAPLE STREET: Selling All Real Assets for $23 Million
484 MAIN STREET: Sets Sale Procedures for Beacon Property
550 SEABREEZE: Sets Bidding Procedures for All Assets
ABT MOLECULAR: Sets Bidding Procedures for All Assets
ACHAOGEN INC: Will Cut Workforce by 28% as Part of Restructuring
ACIS CAPITAL: Trustee Taps Forshey & Prostok as Legal Counsel
ADVANTAGE SALES: $1.8BB Bank Debt Trades at 7% Off
ADVANTAGE SALES: $225MM Bank Debt Trades at 7% Off
ADVANTAGE SALES: $350MM Bank Debt Trades at 7% Off
AGILE THERAPEUTICS: FDA Denies Initial Dispute Resolution Request
AIR METHODS: Bank Debt Trades at 7% Off
ALTICE FRANCE: Bank Debt Trades at 4% Off
APPALACHIAN COAL: CM Buying Clear Fork District Property for $410K
ARALEZ PHARMACEUTICALS: Chief Medical Officer Resigns
ARON GEIGER: Selling 2006 Ford Mustang GT on Consignment for $26K
ARROWHEAD RV: Pop Pop Buying Business for $1.9 Million
ASCENA RETAIL: Bank Debt Trades at 9% Off
BEAR METAL WELDING: Eighth Interim Cash Collateral Order Entered
BHAILAL PATEL: Son Buying Odenton Property for $350K
BIOSTAR PHARMACEUTICALS: Received Nasdaq Delisting Notification
BNEVMA LLC: Seeks Dec. 20 Exclusive Solicitation Period Extension
BON-TON STORES: Gets Court OK to Abandon/Destroy Certain Records
BOOTIQUE TRENDS: Taps Spector & Johnson as Legal Counsel
C & M AIR: May Continue Using Cash Collateral on Interim Basis
CALHOUN SATELLITE: IMS Productionss Offers $900K for Property
CAMBER ENERGY: Modifies Preferred Stock Ownership Limitation
CAPITOL CITY BREWING: Selling Used Brewery Equipment for $66K
CEC ENTERTAINMENT: Bank Debt Trades at 6% Off
CELLECTAR BIOSCIENCES: Prices $14.4M Underwritten Public Offering
CENGAGE: Bank Debt Trades at 7% Off
CHESAPEAKE ENERGY: Will Sell Ohio Properties for $2 Billion
CLICKAWAY CORPORATION: Case Summary & 20 Top Unsecured Creditors
COATESVILLE SD: S&P Cuts GO Debt Rating to BB, Outlook Negative
COLLISION EXPRESS: Blue Devil Buying Cypress Property for $3.3M
COMMUNITY HEALTH: Reports $110 Million Net Loss for Second Quarter
COMMUNITY HEALTH: Reports 2018 Second Quarter Results
CONCORDIA INTERNATIONAL: Will Release its Q2 Results on Aug. 8
COURTSIDE CONDOMINIUMS: RS18 Buying Orem Property for $15 Million
DAVID'S BRIDAL: Bank Debt Trades at 11% Off
DEL MONTE: Bank Debt Trades at 13% Off
DITECH HOLDING: Bank Debt Trades at 5% Off
DONCASTERS FINANCE: Bank Debt Trades at 4% Off
DRULEYSOUTH INC: Taps Marcos D. Oliva as Legal Counsel
DUBLIN MANAGEMENT: Committee Taps Bederson LLP as Accountant
EDUARDO MENDOZA: Proposes $60K Sale of Three Vehicles
ET SOLAR: RET Buying Mercedes-Benz GL-Class SUV for $31K
ETERON INC: JVIS Buying Business Property for $380K
EXPERA SPECIALTY: S&P Puts 'B+' ICR on CreditWatch Positive
EYEPOINT PHARMACEUTICALS: Files Resale Prospectus of 49.5M Shares
FALLS AT MCMINNVILLE: Voluntary Chapter 11 Case Summary
FANNIE MAE: Accepts Resignation of Frederick Harvey as Director
FANNIE MAE: Appoints David Benson as President
FCA US: Court Denies Bid to Certify Classes in "Victorino" Suit
FHH PROPERTIES: Trustee Selling All Assets to Hamdan for $4.3M
FILBIN LAND: Boyette Petroleum Buying Westley Porperty for $2.5M
FINANCIALLY FIT: Case Summary & Unsecured Creditor
FIRESTAR DIAMOND: Examiner Taps A&M as Financial Advisor
FIRSTENERGY SOLUTIONS: Committee Taps FTI as Financial Advisor
FIRSTENERGY SOLUTIONS: Committee Taps Hahn Loeser as Co-Counsel
FIRSTENERGY SOLUTIONS: Committee Taps KCC as Information Agent
FIRSTENERGY SOLUTIONS: Committee Taps Milbank as Legal Counsel
FIRSTENERGY SOLUTIONS: Committee Taps PJT as Investment Banker
FURNITURE FACTORY: Seeks Continued Cash Use for August 2018 Budget
GNC HOLDINGS: May Issue 8.7 Million Shares Under Incentive Plan
GNC HOLDINGS: Posts $13.3 Million Net Income in Second Quarter
GNC HOLDINGS: Reports Second Quarter Net Income of $13.3 Million
GREAT FALLS DIOCESE: Filipowiczes Buying Cascade Property for $80K
GREAT FALLS: Asks Approval of Lease Option to Sell Villa Apartments
GULF FINANCE: Bank Debt Trades at 13% Off
HELIOS AND MATHESON: Effects 1-for-250 Reverse Stock Split
HELIOS AND MATHESON: Issues $6.2M Demand Note to Hudson Bay
HIDDEN VALLEY: Full Payment for Pima Country Treasurer Under Plan
HOBBICO INC: Alfred Giuliano Named Bankruptcy Trustee
HOBBICO INC: Case Converted into Chapter 7 Proceeding
HOBBICO INC: General Claims Bar Date Set for Sept. 26
HOBBICO INC: Sec. 341 Creditors Meeting Set for Aug. 22
ICONIX BRAND: Signs Cooperation Agreement with Sports Direct
IHEARTMEDIA INC: Court Grants Shorter Exclusivity Extension
JC PENNEY: Bank Debt Trades at 4% Off
JOSE A. GUZMAN: Weinberg Buying Los Angeles Property for $875K
KADMON HOLDINGS: Stockholders Elected Seven Directors
KAPPA DEVELOPMENT: Plan Exclusivity Extended Thru July 31
LA STEEL: Taps Shulman Hodges as Legal Counsel
LIBERTY ASSET: Mai Thon Ly Buying Duarte Property for $75K
LIFE SETTLEMENTS: Talks with GERS, Potential DIP Lender Underway
MCCAMEY COUNTY HOSP: Moody's Affirms Ba3 Issuer Rating
MCCLATCHY CO: Reports Second Quarter 2018 Results
MCMAHAN-CLEMIS INSTITUTE: May Use Cash Collateral on Interim Basis
MEDAILLE COLLEGE, NY: S&P Rates $9.35MM 2018 Revenue Bonds 'BB'
MEEKER NORTH: PCO Files Initial Report
MIDATECH PHARMA: Expects GBP5.8M Product Revenues for H1 2018
MOEINI CORP: Ingram Buying Pensacola Property for $350K
MOHEGAN TRIBAL: Bank Debt Trades at 6% Off
MOKE PEACE: Negotiations With Secured Creditors Delays Plan
MONITRONICS INTERNATIONAL: Bank Debt Trades at 5% Off
MOUNTAIN CRANE SERVICE: Seeks Oct. 9 Exclusivity Extension
MUSCLEPHARM CORP: Investors Blame CEO for 'Calamitous' Performance
MUSCLEPHARM CORP: Wynnefield Entities Have 11.2% Stake
NANAK131313 INC: Selling Laundromat Business for $145K
NATIONAL ORTHOPEDICS: Aug. 8 Hearing on Disclosure Statement
NIKING PROPERTIES: Selling Atlantic Beach Properties for $812K
OCWEN FINANCIAL: Fitch Affirms Then Withdraws 'B-' Long-Term IDR
ONE SLICE: Taps C. Taylor Crockett as Legal Counsel
PARADIGM TELECOM: Case Summary & 20 Largest Unsecured Creditors
PAUL SOUCIE: CBS Trucking Buying 1997 W900 Kenworth Semi for $27K
PHILADELPHIA HEALTH: Plan Outline Hearing Continued to Aug. 8
QUALITY CARE: Common Shares Delisted from NYSE
QUALITY CARE: Stockholders Approve Welltower Merger
RENNOVA HEALTH: CEO Discusses Recent Dilution of Ownership
RENTPATH INC: Bank Debt Trades at 10% Off
RIO MALL: Seeks Access to Cash Collateral for 30-Day Period
ROBERT STEELHAMMER: Singular Buying Condo Unit TW0806 for $868K
ROSEGARDEN HEALTH: PCO Files 2nd Report
ROTHROCK FAMILY: Supplements Proposed Tucson Property Sale
SAINT & LIBERTINE: TFL Buying Ivy Kirzhner NY Trademark for $200K
SEADRILL LIMITED: Bank Debt Trades at 8% Off
SERTA SIMMONS: Bank Debt Trades at 16% Off
SEVERSON GROUP: Taps Curd Galindo as Legal Counsel
SFR GROUP: Bank Debt Trades at 5% Off
SKILLSOFT CORP: Bank Debt Trades at 15% Off
SPANISH BROADCASTING: Completes Sale of NY Real Estate for $14M
SPECTRUM ALLIANCE: Selling Interest in Cedar Hill Unit 5/Cedar Lake
STAND-UP MULTI-POSITIONAL: Says PCO Appointment Not Necessary
STAR PERFORMANCE: Court Finds Extension of Deadline Unnecessary
STEIN PROPERTIES: Sept. 25 Plan Confirmation Hearing
STONEMOR PARTNERS: Awards Grants of 750,000 Units to CEO Redling
SUNPRO SOLAR: Taps Rosenstein & Associates as Legal Counsel
TELE CIRCUIT: Taps Danowitz Legal, Paul Reece Marr as Counsel
TOYS R US: Propco I Debtors Want Plan Filing Delayed by 6 Months
US FINANCIAL: Hogan Buying Severn Property for $95K
US SHIPPING: Bank Debt Trades at 6% Off
VALLEY C: Taps Greenberg & Bass as Legal Counsel
VERITAS SOFTWARE: Bank Debt Trades at 6% Off
WEATHERFORD INTERNATIONAL: Reports 2nd Quarter Net Loss of $264M
WILLIAM ABRAHAM: Trustee Selling El Paso Property for $325K
WILLIAM B. LAWTON: Derrick Buying Godfrey 2-21 Interest for $1.4K
WJA ASSET: PMB Selling Alabama Real Estate Portfolio for $467K
WOODBRIDGE GROUP: Selling Baleroy's Carbondale Property for $1M
WOODBRIDGE GROUP: Selling Derbyshire's Carbondale Propty. for $995K
WOODBRIDGE GROUP: Selling Grand's Los Angeles Property for $44M
WOODBRIDGE GROUP: Selling Hawthorn's Panorama Property for $2.2M
WOODBRIDGE GROUP: Selling Pinney's Encino Property for $3.1M
WOODBRIDGE GROUP: Selling Wildernest's Carbondale Propty. for $950K
[^] BOND PRICING: For the Week from July 23 to 27, 2018
*********
1 GLOBAL CAPITAL: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Affiliated companies that have filed voluntary petitions seeking
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
1 Global Capital LLC 18-19121
1250 E. Hallandale Blvd., Suite 409
Hallandale Beach, FL 33009
1 West Capital LLC 18-19122
1250 E. Hallandale Blvd., Suite 409
Hallandale Beach, FL 33009
Business Description: 1st Global Capital, LLC --
https://1stglobalcapital.com -- is a direct
small business funder offering an array of
flexible funding solutions, specializing in
unsecured business funding and merchant cash
advances.
Chapter 11 Petition Date: July 27, 2018
Court: United States Bankruptcy Court
Southern District of Florida (Fort Lauderdale)
Judge: Hon. Raymond B. Ray
Debtors' Counsel: Paul J. Keenan, Jr., Esq.
GREENBERG TRAURIG, P.A.
333 S.D. 2nd Avenue, Suite 4400
Miami, FL 33131
Tel: 305.579.0500
Fax: 305.579.0717
E-mail: keenanp@gtlaw.com
Assets and Liabilities:
Estimated Estimated
Assets Liabilities
-------------- --------------
1 Global $100 mil. to $500 million $100 mil. to $500M
1 West $50 mil. to $100 million $100 mil. to $500M
The petitions were signed by Steven A. Schwartz and Darice Lang,
authorized signatories.
Full-text copies of the petitions are available for free at:
http://bankrupt.com/misc/flsb18-19121.pdf
http://bankrupt.com/misc/flsb18-19122.pdf
List of Debtors' 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Christopher Blackstone $1,754,902
19630 Southern Hills Avenue
Baton Rouge, LA 70809
Email: cwblacks1@cox.net
James A. Lochtefeld $1,484,687
8521 E 700 S
Union City, IN 47390
Email: jalochtefeld@gmail.com
Russell Rasner and Kimberly Ann $1,065,240
Rasner Joint Living Trust dtd 10-3-17
13241 Wood Duck Dr.
Plainfield, IL 60585
Tel: 630-567-6652
Email: rrasner@comcast.net
kimrasner@comcast.net
Snow Flakes Ltd. $962,610
20165 NE 39 Place
Aventura, FL 33180
Email: svetlana.ruderman@gmail.com
Geoffrey Lipman $947,635
5 Arthur Grumiaux
1640 Rhode Saint Genese
Brussels, Belgium
Email: glipman@gmail.com
Frank Rimi IRA $921,608
355 Lake George Rd.
Oakland, MI 48363
Tel: 248-814-0583
Email: addison_oaks@yahoo.com
Steven Ross Shelton IRA $861,951
6425 Seaside Dr.
Loveland, CO 80538
Email: steve69048@yahoo.com
Richard and Cynthia Davis $859,917
1008 Hwy K
O Fallon, MO 63366
Tel: 636-978-3800
Email: bernie.backtobasics@gmail.com
Kara H. May IRA $840,553
120 Santee Way
Loudon, TN 37774-2123
Tel: 965-408-0698
Email: correspondence2017@gmail.com
Christopher Shealy IRA $795,077
1017 Leah Dr.
Cary, IL 60013
Tel: 224-223-4294
Email: chrisshealy@msn.com
Stephen F. Sawa IRA $789,718
552 Carrington Blvd.
Lenoir City, TN 37771
Tel: 856-503-4699
Email: sfsawa@hotmail.com
Estate of Lloyd Ralph Albers $787,743
212 Long Bow Rd.
Knoxville, TN 37934
Tel: 865-607-6889
Email: lealbers@aol.com
Diversified Holdings Ltd. $784,081
17822 17th Street, Suite 208
Tustin, CA 92780
Email: cassiusholdings@gmail.com
Allen G. Meek IRA $759,613
PO Box 1291
Seymour, TN 37865
Tel: 865-712-1429
Email: allengmeek@gmail.com
Khosrow Sohraby IRA $731,017
13172 Connell Drive
Overland Park, KS 66123
Tel: 913-815-1147
Email: ksohraby@yahoo.com
Donald Stec IRA $728,150
2609 Oleander Way
Knoxville, TX 37931
Tel: 609-410-5606
Email: donald.stec@libertymutal.com
Charles Carpenter and Patricia Carpenter $682,563
299 Cardinal Street
Maryville, TN 37803
Tel: 865-977-8201
Email: carpen@chartertn.net
Lilia A. Bautista IRA $677,117
604 Crestwicke Ln
Knoxville, TN 37934
Tel: 865-679-1053
Email: lilbautista@aol.com
Charles Carpenter IRA $641,169
299 Cardinal Street
Maryville, TN 37803
Tel: 865-977-8201
Email: charley.carpenter@arconic.com
Edward C. Smith IRA 749199 $621,409
3137 Hollingworth
West Covina, CA 91792
Tel: 909-595-8678
Email: hvhope2000@aol.com
admin@aasishares.com
admin@advisortizadvisor.com
1098 BLUE HILL: Seeks Aug. 23 Extension of Plan Filing Period
-------------------------------------------------------------
1098 Blue Hill Avenue, LLC, asks the Hon. Frank J. Bailey in
Massachusetts to extend the exclusive period for the Debtor to file
a Plan of Reorganization up to and including August 23, 2018.
The Debtor explains it has obtained a cure arrearage figure from
the holder of the first mortgage on its property and is preparing
an objection to said claim to file with the Court. Determining the
amount of the banks claim is necessary to prepare and file a Plan.
About 1098 Blue Hill Avenue
Based in Boston, Massachusetts, 1098 Blue Hill Avenue LLC is a
single asset real estate as that term is defined in 11 U.S.C.
Section 101(51B). 1098 Blue Hill Avenue LLC sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No.
17-13836) on Oct. 17, 2017. In the petition signed by Joseph D.
Jeudy, its manager, the Debtor estimated assets and liabilities of
$1 million to $10 million.
Judge Frank J. Bailey presides over the case. Gary W. Cruickshank,
Esq., at the Law Office Gary W. Cruickshank, serves as the Debtor's
Counsel; and Cordover Browne, is the accountant to the Debtor.
22 MAPLE STREET: Selling All Real Assets for $23 Million
--------------------------------------------------------
22 Maple Street, LLC, 25 Oriol Drive, LLC, and 59 Coolidge Road,
LLC, ask the U.S. Bankruptcy Court for the Eastern District of New
York to authorize the bidding procedures in connection with the
sale of substantially all their real estate assets to an entity to
be formed by Zigmund Brach and others for $23 million, subject to
overbid.
The Selling Debtors are each real estate holding companies, which
own these real Properties at which nursing home facilities are
operated by non-debtor affiliates:
a. 22 Maple Street, LLC - 22 Maple Street, Amesbury, MA -
Merrimack Valley Health Center
b. Oriol Drive, LLC - 25 Oriol Drive, Worcester, MA -
Worcester Health Center
c. Coolidge Road, LLC - 59 Coolidge Road, Watertown, MA -
Watertown Health Center
The Properties are encumbered by a total first mortgage lien and
security interest securing four term loans in the original
aggregate balance of $36,856,627, made on or about March 4, 2014,
with Capital as the Agent for the four syndicated lenders. The
loans are all cross collateralized by the Properties, and each of
the Debtors is jointly and severally liable on the loans. As of
the Petition Date, the principal balance owed to Capital had been
reduced to approximately $31,110,091.
Prior to bankruptcy, Capital filed its Verified Complaint and
Request for Appointment of Receiver and related Emergency Motion to
Appoint a Receiver against the selling Debtors and others in the
Superior Court of Massachusetts. The Massachusetts State Court
entered an order, appointing KCP Advisory Group, LLC, as the
receiver for the nursing homes and other assets.
The Selling Debtors and the Stalking Horse have negotiated, subject
to the Court's approval, an Asset Purchase Agreement.
The salient terms of the APA are:
a. Sale of the Properties, free and clear of all claims,
liens, taxes and nonpermitted encumbrances.
b. The purchase price for the Properties will consist of: (i)
payment of $23 million in cash at closing; (ii) payment of
outstanding real estate taxes owed by the Selling Debtors to local
taxing districts accruing through closing; (iii) reimbursement to
the Stalking Horse of all Operating Contributions representing
funds advanced by the Brach family to cover operating expense
deficiencies anticipated to be approximately $1 million; (iv)
payment of all administrative fees and expenses in the Selling
Debtors' bankruptcy cases; and (v) payment of any other allowed
claims against the Selling Debtors.
c. Payment by the Stalking Horse of a $2.3 million earnest
money deposit.
d. In the event a higher and better bid is obtained at the
auction, reimbursement of all Operating Contributions and payment
of the Break-Up Fee of $460,000.
e. The APA will serve as the opening bid for the Properties at
an auction to be held on Aug. 31, 2018.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: (TBD) 2018 at 4:00 p.m. (ET)
b. Break-Up Fee: $460,000
c. Initial Overbid: $250,000
d. Auction: The Selling Debtors will conduct the Auction at
10:00 a.m. (ET) on Aug. 31, 2018 at the offices of Goldberg Weprin
Finkel Goldstein LLP, 1501 Broadway, 22nd Floor, New York, New
York.
To induce the Stalking Horse to expend the time, energy and
resources necessary to maintain the status quo, the Selling Debtors
ask the Court's approval of the negotiated Break-Up Fee with
Capital, which consists of the reimbursement of the Operating
Contribution plus the payment of $460,000, or 2% of the cash
portion of the Stalking Horse Bid.
A copy of the APA and the Bidding Procedures attached to the Motion
is available for free at:
http://bankrupt.com/misc/22_Maple_57_Sales.pdf
The Selling Debtors proposes to sell the Properties free and clear
of all liens, claims, taxes, and non-permitted Encurnbrances.
The Selling Debtors and their secured creditor, Capital Funding
LLC, believe that that the selection of the Stalking Horse, and the
proposed Bid Procedures, including but not limited to the Break-Up
Fee, are all designed to provide order to the process and thereby
maximize the return to the Debtors'’ creditors and other parties
in interest. An auction sale of the Properties is the most
efficient way to protect the interests of all concerned.
The proposed sale does not include the assets of 20 Kinmonth Road,
LLC relating to the Waban Facility, which will be administered and
sold separately.
In connection with the auction, the Selling Debtors will be filing
a motion to approve the retention of Blueprint Healthcare Real
Estate Advisors as broker to market the Properties.
About 22 Maple Street
22 Maple Street, LLC and affiliates 25 Oriol Drive, LLC, 59
Coolidge Road, LLC, and 20 Kinmonth Road, LLC filed for Chapter 11
bankruptcy protection (Bankr. E.D.N.Y. Case Nos. 18-40816-19) on
Feb. 14, 2018, and are represented by Kevin J Nash, Esq., of
Goldberg Weprin Finkel Goldstein LLP. YC Rubin, chief restructuring
officer, signed the petitions.
The Debtors were organized in 2013 to acquire real property
associated with four nursing homes under the so-called "Villages"
portfolio. The Properties are each encumbered by a first mortgage
lien and security interest securing four term loans in the original
aggregate balance of $36,856,627, made in March 2014, with Capital
Finance LLC as agent for the syndicated lenders. Each of the
Debtors is an affiliate of 90 West Street LLC (which sought
bankruptcy protection on Jan. 30, 2018, Case No. 18-40515) and Keen
Equities LLC (which sought bankruptcy protection on Nov. 12, 2013,
Case No. 13-46782.
Each of the Debtors listed their estimated assets as $1 million to
$10 million and estimated liabilities as $10 million to $50
million.
484 MAIN STREET: Sets Sale Procedures for Beacon Property
---------------------------------------------------------
484 Main Street Realty Corp. asks the U.S. Bankruptcy Court for the
Southern District of New York to authorize the sale of the real
property commonly known as 484-488 Main Street, Beacon, New York at
auction.
The Debtor's Property is a "mixed-use" property, consisting of four
residential units and two commercial units. All of the units are
(and have been since the Filing Date) occupied by tenants with
leases and tenants' rents are current to date.
The occupants and rent roll are: (a) Commercial Tenants: (i) 1st
Fl. "Style Storehouse" Rent - $1,400/month and (ii) 1st Fl. "Waddle
and Saddle" Rent - $2,000/month; and (b) Residential Tenants: (i)
Apt. 1 Cindy Gould Rent - $1,175; (ii) Apt. 2 Karen Devlin Rent -
$900; (iii) Apt. 3 Joshua Graf Rent - $1,300 (preferential rent
because tenant acts a superintendent); and (iv) Apt. 4 Kate Balogh
Rent- $1,350 (preferential rent because tenant acts a
superintendent).
The Property is encumbered by a mortgagor held by The Community
Preservation Corporation ("CPC"). On Aug. 02, 2017, the Debtor
filed a motion to allow the Debtor to enter into a stipulation with
CPC for use of cash collateral. The Debtor immediately began
making adequate protection payments to CPC under the then proposed
stipulation and the Order approving the Stipulation was issued by
this Court on Nov. 1, 2017.
As of the Filing Date, pursuant to filed proofs of claim, the
Property was encumbered by secured claims totaling almost
approximately $500,000 consisting of the following filed claims:
(a) CPC, mortgagee, $322,608 proof of claim #2; (b) Real estate
taxes due to the City of Beacon for $71,600 proof of claim # 31;
(c) A judicial lien by Amazon Concrete for $197,722 proof of claim
#6; (d) Rafit Jasavic, mortgagee, $126,285; (e) I.R.S. $7,114 proof
of claim #4; and (f) NYS tax $3,354 proof of claim #.
The real estate tax arrears were paid and cured in full by CPC on
March 23, 2018. The Debtor commenced adversary proceeding case no.
17-8242 to expunge the Jasavic mortgage from the public record.
The Court heard the Debtor's motion for default on June 18, 2018
and held that the Jasavic mortgage must be expunged and directed
Debtor to submit such an order. The Debtor's proposed order
expunging the Jasavic mortgage was filed on June 22, 2018.
Through the Motion, the Debtor asks an Order authorizing and
approving the terms and conditions of sale of its Property free and
clear of any and all liens, claims, encumbrances, and other
interests, with those liens, claims, encumbrances, and other
interests attaching solely to the proceeds of the sale.
The Debtor proposes:
a. First to enter a listing agreement with Gate House Realty
to obtain a highest and best offer on the Property and enter into a
contract of sale. The contract would be contingent upon the
Court's approval of it, the Debtor's confirmed chapter 11 plan and
any competing bids made at a public auction. In essence the best
and highest bidder contracted by the Broker would serve as a
stalking horse bidder to set an upset price for the public
auction.
b. Second the auction sale proposed will be held by an
auctioneer to be retained by the Debtor and after reasonable and
customary advertising so as to ensure the auction results in the
highest and best possible sales price will be held at Court-room
118. The auction sale price will be subject to a reserve/upset
price which will be the purchase price contracted with the stalking
horse bid. This is expected to be upwards of $1.1 million.
The salient terms of the Bidding Procedures are:
a. Sale Under Chapter 11 Plan: The Seller of the Property is
the Debtor, and the Sale Order will be entered in connection with
the order confirming Debtor's Chapter 11 Plan of Reorganization.
b. Bid Deadline: Within seven days prior to the commencement
of the Sale
c. Deposit: $100,000
d. Time and Place of Sale: The Sale will commence on (TBD) ,
2018 at 2:00 p.m. in the United States Bankruptcy Court, 277 Cadman
Plaza East, Brooklyn, New York, in the Courtroom of the Honorable
Nancy Hershey Lord, Courtroom No. 3577
e. Initial Bid: Expected to be approximately $1 million
f. Bid Increments: $20,000
g. Closing: The Closing of the Sale will be scheduled by the
Court after confirmation of the Plan.
A copy of the Bidding Procedures attached to the Motion is
available for free at:
http://bankrupt.com/misc/484_Main_39_Sales.pdf
Simultaneously with the filing of the Motion, the Debtor has filed
a proposed retention application to employ Charlotte Guernsey
principal broker and owner of Gate House Realty located at 492 Main
St. Beacon, N.Y. (845) 831-9550 to list the Property for sale and
obtain a stalking horse bidder to set a reserve price at which the
bidding can start.
The Debtor will file a proposed Chapter 11 plan before the return
date of the Motion. The Sale will be held prior to confirmation of
the Plan, but the Sale will not close until after a plan is
confirmed and the confirmation order is entered. The Debtor's
estate will not receive any cash proceeds of the Sale until it is
closed and the Purchaser takes possession of the Property. As a
result, the Debtor will be responsible for payment of
administrative expenses through closing of the Sale. Such
administrative expenses include, without limitation, United States
Trustee fees, taxes, upkeep of the Property, collection of rent or
commencement of landlord and tenant proceedings, and other matters
related to the operation of the Premises.
The Debtor believes that the proposed Sale Procedures will promote
active bidding from seriously interested parties and will elicit
the best and highest offers available for the Property. It is its
firm belief that the sale as contemplated would generate a
significantly higher dollar amount in proceeds than a sale held
outside of the provisions of the bankruptcy code.
About 484 Main Street Realty Corp.
Based in Harrison, New York, 484 Main Street Realty Corp. filed a
Chapter 11 petition (Bankr. S.D.N.Y. Case No. 17-22843) on May 26,
2017, listing under $1 million in both assets and liabilities.
Brian McCaffrey, at Brian McCaffrey Attorney At Law, P.C., is the
Debtor's counsel.
550 SEABREEZE: Sets Bidding Procedures for All Assets
-----------------------------------------------------
550 Seabreeze Development, LLC, asks the U.S. Bankruptcy Court for
the Southern District of Florida to authorize the bidding
procedures in connection with the sale of substantially all assets
to the highest and best bidder.
The Debtor is the owner of a partially completed, 12-story resort
hotel to be known as the "Las Olas Ocean Resort" located at 550
Seabreeze Boulevard, Fort Lauderdale Florida. Upon completion, the
550 Property will have 136 rooms, public areas, a salon, fitness
and meeting rooms, as well as a state of the art automated 4 level
(approximately 260 car) parking garage. The Debtor also owns (i)
certain items of personal property, including construction
materials it acquired for the completion of construction of and for
use in the 550 Property; and (ii) certain architectural drawings,
plans and governmental permits ("Personal Property"). The Personal
Property is set forth in more detail in the Debtor's bankruptcy
schedules. For several years, the Debtor has diligently worked to
complete the 550 Property. The 550 Property was approximately 70%
complete as of the Petition Date.
In order to maximize the value of its assets for the benefit of all
stakeholders in the Chapter 11 case, the Debtor has made the
decision to proceed with the sale of substantially all of its
assets to the highest and best bidder. Since the filing of the
Chapter 11 case, it has been in discussions and negotiations with a
number of parties who have expressed an interest in engaging in a
transaction with the Debtor and/or acquiring its assets. Despite
such negotiations and level of interest, at this time, the Debtor
has not yet finalized the terms of a transaction.
While the Debtor intends to continue to work towards an agreement
for a stalking horse buyer and reserves the right to ask approval
of a stalking horse transaction and related protections for a
stalking horse buyer, the Debtor believes it is in the best
interest of all stakeholders to proceed with an auction sale of its
assets at this time, with or without a stalking horse, so that a
sale can be completed by the middle of August 2018.
In connection therewith, the Debtor recently obtained approval from
the Court for a DIP loan from certain of its principals in order to
protect and preserve its property and to proceed with a formal sale
process of its assets. The Debtor proposes, among other things, to
establish a deadline by which interested bidders are required to
submit a Qualified Bid for the Property. If it receives more than
one Qualified Bid, then the Debtor proposes to conduct an auction
of the Property in order to obtain the highest and best bid for the
Property.
Immediately thereafter, the Debtor proposes to present such highest
and best bid to the Bankruptcy Court for approval of a sale of the
Property free and clear of all liens, claims, encumbrances and
interests of any kind. Upon approval of such bid by the Bankruptcy
Court, the Debtor proposes to proceed promptly with the closing of
such sale.
The Debtor has not entered into a stalking horse agreement with any
prospective purchaser at this time, although it reserves the right
to enter into a stalking horse agreement prior to the commencement
of the Auction. As a result, the purchaser will be the Qualified
Bidder who submits the highest and best bid at the Auction, which
bid is subject to the approval of the Bankruptcy Court at the Sale
Hearing.
The salient terms of the Bidding Procedures are:
a. Sale Price: There is no minimum purchase price.
b. Deposit: The greater of $3 million or 10% of proposed
purchase price.
c. Warranties: The sale is "as is, where is - with all
faults," free and clear of any and all liens, claims, encumbrances
and interests.
d. Closing Date: Within five business days after the entry of
the Sale Order, but not later than Aug. 31, 2018.
e. Closing Conditions: Entry of the Sale Order, which Sale
Order will contain, among other things, a waiver of the 14-day stay
provided for in Rule 6004(h), Federal Rules of Bankruptcy
Procedure.
f. Proposed Bid Deadline: Aug. 10, 2018
g. Proposed Auction Date: The Auction will take place at the
offices of Genovese, Joblove & Battista, P.A., 100 S.E. Second
Street, 44th Floor, Miami, FL 33131, on Aug. 15, 2018, beginning at
10:00 a.m. prevailing Miami, Florida time.
h. Minimum Incremental Overbid: $100,000, subject to being
increased or decreased in the Debtor's sole discretion at the
Auction
i. Broker's Commissions: The Debtor's bankruptcy estate will
not be liable for any broker's commissions.
j. Sale Hearing: The Debtor asks that a final Sale Hearing be
scheduled for no later than Aug. 17, 2018.
These are the known putative lienholders and the approximate amount
of debt:
i. The Bancorp Bank – Amount asserted as of Jan. 16, 2018,
is not less than $37,369,043, which claim is disputed by the
Debtor;
ii. Straticon, LLC – Amount asserted as of Petition Date in
the amount of approximately $5,812,000, which claim is disputed by
the Debtor; and
iii. A list of the Contractor Lien Claims, which the Debtor
believes most if not all are subsumed in the Straticon Claim.
The Debtor is not asking any expedited hearings in connection with
the proposed sale of assets. It anticipates a hearing on the
approval of the sale shortly after the completion of the Auction
subject to the Bankruptcy Court's calendar.
The Debtor believes that the closing of the sale of the Property
needs to occur expeditiously given that hurricane season has
commenced in South Florida and the Debtor expects that any proposed
purchaser of the Property will want to immediately take full
control and to re-commence construction. As a result, it asks that
the Court includes in the Sale Order a provision waiving the 14-day
stay set forth in Rule 6004(h) of the Federal Rules of Bankruptcy
Procedure and providing that the sale may be consummated
immediately after entry of the Sale Order.
A copy of the Bidding Procedures and the Proposes APA attached to
the Motion is available for free at:
http://bankrupt.com/misc/550_Seabreeze_72_Sales.pdf
About 550 Seabreeze Development
550 Seabreeze Development LLC is a general contractor located in
Fort Lauderdale, Florida. It is a single asset real estate (as
defined in 11 U.S.C. Section 101(51B)). The company filed as a
Florida limited liability in Florida in September 2003.
550 Seabreeze Development sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-12193) on Feb. 26,
2018. In its petition signed by Kenneth Bernstein, authorized
representative, the Debtor estimated assets and liabilities of $10
million to $50 million. Judge Raymond B. Ray presides over the
case. Genovese Joblove & Battista, P.A., is the Debtor's legal
counsel.
No official committee of unsecured creditors has been appointed in
the Chapter 11 case.
ABT MOLECULAR: Sets Bidding Procedures for All Assets
-----------------------------------------------------
ABT Molecular Imaging, Inc., asks the U.S. Bankruptcy Court for the
District of Delaware to authorize bidding procedures in connection
with the sale of substantially all assets at auction.
ABT, in consultation with its advisors, ultimately determined that
filing the chapter 11 case was the best and only viable path to
maximize the value of the its assets. As a result, ABT and SWK
Funding, LLC, negotiated term sheets regarding post-petition
financing and a dual-track restructuring process.
With its unique, world-first technology, highly-skilled employees,
representation by proven distributors in key markets around the
world and the extensive marketing period leading up to the
commencement of the chapter 11 case, which is ongoing, the Debtor
is hopeful of securing one or more potential bidders before the
proposed auction date in approximately two months. SWK has agreed
to sponsor a plan if that process fails; SWK's plan term sheet
would restructure the Debtor's prepetition balance sheet and
position the Debtor to exit from bankruptcy as a viable go forward
business.
First, the Debtor asks the entry of the Bidding Procedures Order,
(i) approving the Bidding Procedures in connection with the sale of
all or any portion of its assets free and clear of liens, claims,
encumbrances and other interests, (ii) scheduling a hearing to
consider entry of an order approving the sale, and (iii) approving
the form and manner of notice for the auction of the assets and
related Sale Hearing, and the assumption and assignment of
contracts in connection therewith.
Second, upon conclusion of the Sale Hearing, the Debtor asks the
entry of the Sale Order, to be filed with the Court before the Sale
Hearing, approving the sale of substantially all of the Debtor's
assets free and clear of liens, claims, encumbrances, and other
interests as provided in one or more asset purchase agreements with
the bidder(s) submitting the highest or otherwise best offer(s) at
the Auction, and approving the assumption and assignment of certain
executory contracts and unexpired leases in connection therewith.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: Aug. 13, 2018 at 5:00 p.m. (ET)
b. Base Price: $5.3 Million
c. Deposit: 10% of the proposed purchase price
d. Auction: Aug. 16, 2018 at 10:00 a.m. (ET)
e. Bid Increments:
f. Sale Objection Deadline: Aug. 10, 2018 at 4:00 p.m. (ET)
g. Sale Hearing: Aug. 17, 2018
h. Sale Closing Date: Aug. 20, 2018
i. Requested Findings as to Successor Liability: A Successful
Bidder may be undertaking certain Assumed Liabilities under that
Successful Bidder's Purchase Agreement. The Successful Bidder
would only be assuming those liabilities, and all other liabilities
not expressly assumed by and Successful Bidder, whether or not
incurred or accrued as of the date of the Sale will be retained by
the Debtor.
j. Sale Free and Clear of Unexpired Leases: The Debtor is
asking to sell the Assets free and clear of all liens and other
interests.
k. Credit Bids: Credit bids by SWK will be accepted for the
Assets.
l. Relief from Bankruptcy Rule 6004(h): The Debtor is asking
relief from the 14-day stay imposed by rules 6004(h) and 6006(d).
A copy of the Bidding Procedures attached to the Motion is
available for free at:
http://bankrupt.com/misc/ABT_Molecular_45_Sales.pdf
Within one day after entry of the Bidding Procedures Order, the
Debtor will serve the Sale Notice upon all Sale Notice Parties.
Within one business day of entry of the Bidding Procedures Order,
the Debtor will serve copies of the Assignment Notice on each
non-debtor counterparty to the Potential Designated Contracts. The
Cure Objection Deadline is Aug, 6, 2018 at 4:00 p.m. (ET).
The Debtor believes that the Bidding Procedures are fair and
reasonable, and are not likely to dissuade any serious potential
purchaser from bidding. It does not have the liquidity or ability
to meet operating expenses after that date unless the proposed sale
closes. If the sale of the Acquired Assets cannot be consummated
immediately following the Auction and the Sale Hearing, the Debtor
may be forced to convert or dismiss this case to the detriment of
its estate and creditors.
To maximize the value of the assets and to minimize unnecessary
administrative expenses, it is critical that the Debtor consummate
a sale on the timeline proposed. Accordingly, the Debtor asks that
the automatic 14-day stay under Bankruptcy Rules 6004(h) and
6006(d) be waived.
A hearing on the Motion is set for July 16, 2018 at 2:00 p.m. The
objection deadline is July 2, 2018 at 4:00 p.m.
About ABT Molecular Imaging
ABT Molecular Imaging, Inc. -- http://abt-mi.com/-- is a medical
imaging company marketing the BG-75 Biomarker Generator, which
produces unit doses of molecular imaging drugs for positron
emission tomography (PET) at the point of use. The company was
founded in 2006 by industry experts in the molecular imaging
industry. ABT's investor partners include Intersouth Partners,
River Cities Capital and two TNInvestco Funds, Council & Enhanced
Tennessee Fund and Limestone Fund. ABT employs 24 individuals
across its operations, research and development, administration and
sales functions. The Company is headquartered in Knoxville,
Tennessee.
On June 13, 2018, ABT Molecular Imaging sought Chapter 11
protection (Bankr. D. Del. Case No. 18-11398).
As of Dec. 31, 2017, the Company's assets had a net book value of
$2,507,000 and it had total liabilities of $30,509,000.
The Hon. Laurie Selber Silverstein is the case judge.
The Debtor tapped Bayard, P.A., as counsel; SSG Capital Advisors as
investment banker; and Garden City Group, LLC, as the claims agent.
ACHAOGEN INC: Will Cut Workforce by 28% as Part of Restructuring
----------------------------------------------------------------
Achaogen, Inc., has announced a strategic update and corporate
restructuring to focus its resources on the successful
commercialization of ZEMDRI in the United States, the filing of a
Marketing Authorization Application for ZEMDRI in the European
Union and continued development of its C-Scape program. The
Company expects the restructuring to result in an elimination of
approximately 80 positions, or approximately 28% of its workforce.
The Company's commercial and medical affairs teams are excluded
from the restructuring. The Company estimates that it will incur a
one-time employee benefits and severance charge of approximately
$6.0 million in the third quarter of 2018 in connection with its
restructuring, of which approximately 85% is expected to result in
cash expenditures. The Company expects to substantially complete
the restructuring by Oct. 15, 2018. These estimates are subject to
a number of assumptions, and actual results may differ. The
Company may also incur additional costs not currently contemplated
due to events that may occur as a result of, or that are associated
with, the restructuring.
In connection with the Company's corporate restructuring, the
Company announced the following departures from its executive
management team:
* Kenneth Hillan, M.B., Ch.B., president, R&D, will leave the
Company on Oct. 15, 2018, however he will continue to serve
on its Board of Directors;
* Tobin Schilke, chief financial officer, will leave the
Company on Sept. 30, 2018; and
* Lee Swem, Ph.D., chief scientific officer, will leave the
Company on Sept. 24, 2018.
Dr. Hillan, Mr. Schilke and Dr. Swem will receive certain severance
payments and benefits pursuant to the terms of the Change in
Control Severance Agreements previously entered into with the
Company.
In addition, the Company announced the following appointments:
* Zeryn Sarpangal, chief of staff, will assume the role of
chief financial officer (as well as the role of principal
financial officer and principal accounting officer) on
Oct. 1, 2018; and
* Liz Bhatt, chief business officer, will assume the role of
chief operating officer on July 26, 2018 and will assume
oversight of the Company's technical operations in addition
to her current corporate development responsibilities.
The compensation for Ms. Sarpangal and Ms. Bhatt currently remains
unchanged after the Company's corporate restructuring but may be
reevaluated by its Board of Directors and/or Compensation Committee
at a later date.
Ms. Sarpangal, age 38, joined Achaogen in October 2009 and has
served as its chief of staff since January 2018. She has
previously served as the Company's senior vice president of
corporate and people strategy (February 2017 to December 2017),
vice president of Human Resources and Corporate Affairs (October
2015 to January 2017), principal financial and accounting officer
(December 2015 to July 2016), senior director of Human Resources
(January 2015 to September 2015), senior director of financial
planning and analysis (May 2014 to December 2014), senior director
of finance & operations (December 2010 to August 2012) and director
of strategic marketing (October 2009 to December 2010). She also
served as a finance consultant to the Company from July 2013 to May
2014. Ms. Sarpangal has prior experience as vice president of
finance & operations at Identified, an HR data analytics company,
as an engagement manager at McKinsey & Company, a global management
consulting firm, and as a healthcare investment banking analyst at
Goldman, Sachs & Co. She received a B.A. in Economics and
Molecular & Cell Biology from University of California, Berkeley,
and an M.B.A. from the Stanford Graduate School of Business.
Ms. Bhatt, age 50, joined Achaogen as chief business officer in
September 2017. Ms. Bhatt brings to Achaogen more than 20 years of
experience in corporate development and strategy in the
biopharmaceutical industry. Most recently, Ms. Bhatt held the
positions of vice president of corporate development (January 2016
to September 2017) and senior director of corporate development
(May 2011 to December 2015) at Gilead Sciences, a biopharmaceutical
company, where she was responsible for executing licenses,
acquisitions and collaborations across all of Gilead's therapeutic
areas. While at Gilead, she also led long-term global commercial
and strategic planning for Gilead's antiviral and respiratory
franchises. Before Gilead, Ms. Bhatt held corporate development
and strategy roles at Eli Lilly and Company, a pharmaceutical
company, and Maxygen, Inc., a biopharmaceutical company. Ms. Bhatt
earned a B.A. in Chemistry from Pomona College, an M.S. in
Biomedical Sciences from the University of California at San Diego,
and an M.B.A. from the Kellogg School of Management at Northwestern
University.
About Achaogen, Inc.
South San Francisco, California-based Achaogen, Inc. --
http://www.achaogen.com/-- is a clinical-stage biopharmaceutical
company committed to the discovery, development, and
commercialization of novel antibacterials to treat multi-drug
resistant gram-negative infections. The Company is developing
plazomicin, its lead product candidate, for the treatment of
serious bacterial infections due to MDR Enterobacteriaceae,
including carbapenem-resistant Enterobacteriaceae. In 2013, the
Centers for Disease Control and Prevention identified CRE as a
"nightmare bacteria" and an immediate public health threat that
requires "urgent and aggressive action."
Achaogen incurred a net loss of $125.6 million in 2017, a net loss
of $71.22 million in 2016 and a net loss of $27.09 million in 2015.
As of March 31, 2018, Achaogen had $183.10 million in total
assets, $70.01 million in total liabilities, $10 million in
contingently redeemable common stock and $103.09 million in total
stockholders' equity.
ACIS CAPITAL: Trustee Taps Forshey & Prostok as Legal Counsel
-------------------------------------------------------------
Robin Phelan, the Chapter 11 trustee for Acis Capital Management,
L.P., received approval from the U.S. Bankruptcy Court for the
Northern District of Texas to hire Forshey & Prostok, LLP as its
legal counsel.
The firm will advise the trustee regarding his duties under the
Bankruptcy Code; assist in the preparation of a bankruptcy plan;
and provide other legal services related to the Chapter 11 cases of
Acis Capital and its affiliates.
The firm will charge these hourly rates:
Jeff Prostok $625
J. Robert Forshey $625
Matthias Kleinsasser $425
Paralegals $175 to $225
Jeff Prostok, Esq., at Forshey & Prostok, disclosed in a court
filing that the firm is a "disinterested person" as defined in
Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Jeff P. Prostok, Esq.
J. Robert Forshey, Esq.
Suzanne K. Rosen, Esq.
Matthias Kleinsasser, Esq.
FORSHEY & PROSTOK LLP
777 Main St., Suite 1290
Fort Worth, TX 76102
Telephone: (817) 877-8855
Facsimile: (817) 877-4151
E-mail: jprostok@forsheyprostok.com
E-mail: bforshey@forsheyprostok.com
E-mail: srosen@forsheyprostok.com
E-mail: mkleinsasser@forsheyprostok.com
About Acis Capital Management
On Jan. 30, 2018, Joshua N. Terry, as petitioning creditor, filed
an involuntary petition against Acis Capital Management, L.P.,
thereby initiating the Acis LP bankruptcy case. Mr. Terry, as
petitioning creditor, also filed an involuntary petition against
Acis Capital Management GP, thereby initiating the Acis GP
bankruptcy case.
On April 13, 2018, after six days of testimony and argument, the
Bankruptcy Court entered its findings of fact and conclusions of
law in support of orders for relief on the involuntary bankruptcy
petitions.
Also on April 13, 2018, Diane Reed was appointed as interim Chapter
7 trustee for the Debtors' bankruptcy estates. On April 18, 2018,
the Court entered its order directing that the Cases be jointly
administered under Case No. 18-30264.
On May 4, 2018, the Chapter 7 Trustee filed a motion to convert the
cases to Chapter 11.
On May 11, 2018, the Court entered an order granting the
Conversion
Motion.
On May 14, 2018, the United States Trustee appointed Robin Phelan
as Chapter 11 trustee of the Debtors.
Robin Phelan, the Chapter 11 trustee of the Debtors, hired Forshey
& Prostok, LLP as counsel, and Winstead PC, as special counsel.
ADVANTAGE SALES: $1.8BB Bank Debt Trades at 7% Off
--------------------------------------------------
Participations in a syndicated loan under which Advantage Sales &
Marketing is a borrower traded in the secondary market at 93.31
cents-on-the-dollar during the week ended Friday, July 20, 2018,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 0.99 percentage points from the
previous week. Advantage Sales pays 325 basis points above LIBOR to
borrow under the $1.8 billion facility. The bank loan matures on
July 25, 2021. Moody's rates the loan 'B1' and Standard & Poor's
gave a 'B' rating to the loan. The loan is one of the biggest
gainers and losers among 247 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday,
July 20.
ADVANTAGE SALES: $225MM Bank Debt Trades at 7% Off
--------------------------------------------------
Participations in a syndicated loan under which Advantage Sales &
Marketing is a borrower traded in the secondary market at 93.31
cents-on-the-dollar during the week ended Friday, July 20, 2018,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 0.99 percentage points from the
previous week. Advantage Sales pays 325 basis points above LIBOR to
borrow under the $225 million facility. The bank loan matures on
July 25, 2021. Moody's rates the loan 'B1' and Standard & Poor's
gave a 'B' rating to the loan. The loan is one of the biggest
gainers and losers among 247 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday,
July 20.
ADVANTAGE SALES: $350MM Bank Debt Trades at 7% Off
--------------------------------------------------
Participations in a syndicated loan under which Advantage Sales &
Marketing is a borrower traded in the secondary market at 93.31
cents-on-the-dollar during the week ended Friday, July 20, 2018,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 0.99 percentage points from the
previous week. Advantage Sales pays 325 basis points above LIBOR to
borrow under the $350 million facility. The bank loan matures on
July 25, 2021. Moody's rates the loan 'B1' and Standard & Poor's
gave a 'B' rating to the loan. The loan is one of the biggest
gainers and losers among 247 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday,
July 20.
AGILE THERAPEUTICS: FDA Denies Initial Dispute Resolution Request
-----------------------------------------------------------------
The Office Director of the FDA's Office of Drug Evaluation III
(ODEIII) has affirmed the position of the Division of Bone,
Reproductive and Urologic Products (DBRUP) and denied Agile
Therapeutics, Inc.'s appeal of the Dec. 21, 2017 Complete Response
Letter in relation to the New Drug Application (NDA) for Twirla.
The Company had appealed the decision by DBRUP that concerns
surrounding the in vivo adhesion properties of Twirla prevent its
approval and cannot be addressed through the Company's proposed
patient compliance programs. The Company intends to appeal the
ODEIII decision to the Office of New Drugs.
Agile initiated formal dispute resolution with the FDA's ODEIII on
June 6, 2018 to appeal the Dec. 21, 2017 CRL for Twirla. The
appeal was submitted in accordance with the formal dispute
resolution process following an end-of-review meeting in April 2018
in which the FDA provided the Company with a more complete
understanding of its assessment of the Twirla NDA and the adhesion
data for Twirla contained therein. The formal dispute resolution
process exists to encourage open, prompt discussion of scientific
and procedural disputes that arise during drug development, new
drug review, and post-marketing oversight processes of the FDA.
Through this process the Company has the ability to escalate its
appeal to additional levels of FDA management.
"We are clearly disappointed in the Office Director's decision to
deny our formal dispute resolution request," said Al Altomari,
chairman and chief executive officer, Agile Therapeutics. "We
disagree with the Office Director's conclusions and continue to
believe that our Phase 3 SECURE trial yielded in vivo adhesion data
that are adequate for Twirla's approval, and more importantly, that
did not impact clinical outcomes. We look forward to discussing
our positions with a representative from the Office of New Drugs as
we continue to pursue formal dispute resolution."
About Agile Therapeutics
Agile Therapeutics, headquartered in Princeton, New Jersey --
http://www.agiletherapeutics.com/-- is a forward-thinking women's
healthcare company dedicated to fulfilling the unmet health needs
of today's women. The Company's product candidates are designed to
provide women with contraceptive options that offer freedom from
taking a daily pill, without committing to a longer-acting method.
Its lead product candidate, Twirla, (ethinyl estradiol and
levonorgestrel transdermal system), also known as AG200-15, is a
once-weekly prescription contraceptive patch that has completed
Phase 3 trials. Twirla is based on Agile's proprietary transdermal
patch technology, called Skinfusion, which is designed to provide
advantages over currently available patches and is intended to
optimize patch adhesion and patient wearability.
The report from the Company's independent accounting firm Ernst &
Young LLP, the Company's auditor since 2010, 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, has experienced delays in the
approval of its product candidate and has stated that substantial
doubt exists about the Company's ability to continue as a going
concern.
Agile reported a net loss of $28.30 million in 2017, a net loss of
$28.74 million in 2016 and a net loss of $30.33 million in 2015.
As of March 31, 2018, Agile had $42.92 million in total assets,
$12.31 million in total current liabilities and $30.61 million in
total stockholders' equity.
AIR METHODS: Bank Debt Trades at 7% Off
---------------------------------------
Participations in a syndicated loan under which Air Methods
Corporation is a borrower traded in the secondary market at 93.38
cents-on-the-dollar during the week ended Friday, July 20, 2018,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 1.66 percentage points from the
previous week. Air Methods pays 350 basis points above LIBOR to
borrow under the $1.25 million facility. The bank loan matures on
April 21, 2024. Moody's rates the loan 'B1' and Standard & Poor's
gave a 'B+' rating to the loan. The loan is one of the biggest
gainers and losers among 247 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday,
July 20.
ALTICE FRANCE: Bank Debt Trades at 4% Off
-----------------------------------------
Participations in a syndicated loan under which Altice France Est
[Altice Blue One SAS] is a borrower traded in the secondary market
at 95.75 cents-on-the-dollar during the week ended Friday, July 20,
2018, according to data compiled by LSTA/Thomson Reuters MTM
Pricing. This represents a decrease of 2.59 percentage points from
the previous week. Altice France pays 275 basis points above LIBOR
to borrow under the $910 million facility. The bank loan matures on
June 21, 2025. Moody's rates the loan 'B1' and Standard & Poor's
gave a 'B+' rating to the loan. The loan is one of the biggest
gainers and losers among 247 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday,
July 20.
Altice France Est SAS provides cable operator services. The company
was incorporated in 2002 and is based in Lampertheim, France. The
company operates as a subsidiary of Altice S.A.
APPALACHIAN COAL: CM Buying Clear Fork District Property for $410K
------------------------------------------------------------------
Appalachian Coal Enterprises, LLC, asks the U.S. Bankruptcy Court
for the Western District of West Virginia to authorize the sale of
its 760 acres of real estate located in Clear Fork District,
Wyoming County, West Virginia to CM Energy Properties, LP for
$410,000, subject to overbid.
The Debtor owns the Property. The Property is encumbered by the
first deed of Trust of Ohio Valley Bank in the amount of
approximately $400,000. It was listed on the bankruptcy schedules
of Dennis Ray Johnson, II as vacant land with a value of $350,000.
The Chapter 11 Trustee of Dennis Ray Johnson, II later learned that
the Property was conveyed to the Debtor by Dennis Ray Johnson, II
prior to the bankruptcy filing of Dennis Ray Johnson. There is a
small farmhouse located on the Property.
On June 15, 2018, the Debtor entered into an Asset Purchase
Agreement with the Purchaser for the sum of $410,000. The
Purchaser has no claim against or ownership interest in the Debtor
and the Agreement was negotiated at arms'-length.
The Debtor believes that the Purchase Price is fair and reasonable.
The Purchaser is the only purchaser for the Property identified by
the Debtor. The Purchaser holds the right to lease the coal estate
on the Property and therefore most likely has the greatest interest
in purchasing the Property.
The Property to be conveyed includes only real estate. The
Purchaser has paid an earnest money deposit of $10,000. The
purchase price is payable in cash at Closing. The closing will
occur within 20 days after entry of an Order by the Court approving
the sale.
The Seller will pay transfer tax and any other closing costs
typically paid by a seller in accordance with the prevailing local
practice. The Purchaser will pay for deed preparation, any survey,
title exam, recording fees and ant other closing costs typically
paid by a purchaser in accordance with the prevailing local
practice. The real estate taxes will be prorated as of the date of
closing.
The APA provides for a $10,000 breakup fee to Purchaser if an upset
bid is received and approved by the Court. Upset bids of not less
than $430,000 may be accepted. If an upset bid is accepted and
approved, the Purchaser will have the opportunity to file an
additional bid to purchase the Property. After the initial upset
bid, Purchaser and other bidders will bid in minimum increments of
$20,000.
A copy of the APA attached to the Motion is available for free at:
http://bankrupt.com/misc/Appalachian_Coal_30_Sales.pdf
Ohio Valley Bank has a perfected first priority lien against the
Property in the amount of approximately $400,000, inclusive of
attorney fees and unpaid interest, which lien will attach to the
proceeds of sale. To facilitate the sale of the Property, Ohio
Valley Bank has agreed to accept the sum of $365,000 in full
satisfaction of its claim against the Debtor. Provided, however,
if an
upset bid is received and accepted, Ohio Valley Bank will be
entitled to recover 50% of any additional sale proceeds recovered
in excess of the $10,000 break-up fee, but not to exceed the
outstanding balance of its claim against the Debtor.
The Debtor asks the Court to (i) approve the sale of the Property
free and clear of all liens, claims, encumbrances and interests;
(ii) authorize the payment of the usual and ordinary expenses of
the sale at closing from the proceeds of the sale; (iii) authorize
the payment of all unpaid real estate taxes assessed against the
Property at closing from the proceeds of sale; and (iv) authorize
Thomas H. Fluharty to execute the deed and any other documents
required for closing on behalf of the Debtor.
The Purchaser:
CM ENERGY PROPERTIES, LP
c/o Mark Weaver
200 George Street, Suite 4
Beckley, West Virginia 25801
The Purchaser is represented by:
Douglas C. McElwee
ROBINSON & MCELWEE PLLC
400 Fifth Third Center
700 Virginia Street East
Charleston, West Virginia 25301
About Appalachian Coal Enterprises
Appalachian Coal Enterprises, LLC, is the parent company of a
diverse group of coal mining related affiliates. Its expertise lies
in the turnkey design, construction and commissioning of coal
processing and bulk material handling systems.
Headquartered in Huntington, West Virginia, Appalachian Coal
Enterprises, LLC, filed for Chapter 11 bankruptcy protection
(Bankr. S.D. W.Va. Case No. 17-30461) on Oct. 12, 2017, estimating
its assets and liabilities at between $100,000 and $500,000 each.
Joe M. Supple, Esq., serves as the Debtor's bankruptcy counsel.
ARALEZ PHARMACEUTICALS: Chief Medical Officer Resigns
-----------------------------------------------------
James Tursi submitted his resignation as chief medical officer of
Aralez Pharmaceuticals Inc. to pursue other opportunities. Mr.
Tursi's resignation will be effective as of Aug. 2, 2018.
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 $125.2 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.
ARON GEIGER: Selling 2006 Ford Mustang GT on Consignment for $26K
-----------------------------------------------------------------
Aron James Geiger asks the U.S. Bankruptcy Court for the District
of Nebraska to authorize the sale of the 2006 Ford Mustang GT, VIN
1FA6P8CF2G5225611, on consignment with Jerry Remus Chevrolet for
$26,000.
The Debtor is behind on living expenses and is unable to work due
to a back injury. There is no lien(s) on the vehicle.
Jerry Remus Chevrolet is in North Platte, Lincoln County,
Nebraska.
Counsel for Debtor:
P. Stephen Potter, Esq.
P.STEPHEN POTTER, P.C.
822 Lake Avenue, PO Box 348
Gothenburg, NE 69138
Telephone: (308) 537-7119
Aron James Geiger sought Chapter 11 protection (Bankr. D. Neb. Case
No. 18-40838) on May 11, 2018. The Debtor is represented by P.
Stephen Potter, Esq.
ARROWHEAD RV: Pop Pop Buying Business for $1.9 Million
------------------------------------------------------
Arrowhead RV Sales, Inc., asks the U.S. Bankruptcy Court for the
Northern District of Florida to authorize the sale of an RV park
and other assets that form the entirety of its business to Pop Pop
Cares, LLC for $1,875,000.
The Debtor is the owner of the Property. It desires to sell
Property for the sum of $1,875,000. The Debtor and the Purchaser
have entered into their Buy-Sell Agreement for the sale of the
Property, free and clear of all liens. Any valid lien will attach
to the proceeds of the sale. The earnest money deposit is $25,000
made payable to Owen Title Co.
It is in the best interest of the estate and of all the creditors
that the Property be sold to the Purchaser. The Debtor believes
that it has negotiated a fair price for this sale.
Proceeds from the sale will be distributed as follows: first to the
Debtor's real estate agent, The Nauman Group Real Estate, Inc.,
which is entitled to 7% of the gross proceeds; then to any unpaid
property taxes; next to the mortgage holder, PeoplesSouth Bank, in
satisfaction of its lien rights; then to priority creditors
including the Internal Revenue Service and the Florida Department
of Revenue; and the remaining balance will be held in escrow
pending resolution of the Debtor's potential capital gains tax
liability. Any sums remaining after the Debtor's capital gains
taxes are satisfied will be paid over to American First Federal,
Inc., in satisfaction of its judgment against the Debtor's owner,
Arrowhead Holdings, Inc.
By failing to object to the proposed sale, any creditor asserting a
lien against these proceeds waives any objection to the sale and
authorizes the Debtor to execute whatever documents are necessary
in order to transfer clear title to the Purchaser.
A copy of the Agreement attached to the Motion is available for
free at:
http://bankrupt.com/misc/Arrowhead_RV_109_Sales.pdf
About Arrowhead RV Sales
Based in Marianna, Florida, Arrowhead RV Sales Inc. provides
recreational vehicles and camping supplies products. The Company
offers cabin rentals, boat ramp, tent sites, open fires, and
fishing pier services.
Arrowhead RV Sales filed a Chapter 11 petition (Bankr. N.D. Fla
Case No. 17-40518) on Nov. 17, 2017. The Debtor estimated $500,001
to $1 million in total assets and $1,000,001 to $10 million in
total liabilities. The Karen K. Specie presides over the case.
Allen Turnage at Allen Turnage, P.A., is the Debtor's counsel. The
Debtor tapped Naumann Group Real Estate, Inc., as realtor.
ASCENA RETAIL: Bank Debt Trades at 9% Off
-----------------------------------------
Participations in a syndicated loan under which Ascena Retail Group
Inc. is a borrower traded in the secondary market at 91.08
cents-on-the-dollar during the week ended Friday, July 20, 2018,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 2.25 percentage points from the
previous week. Ascena Retail pays 450 basis points above LIBOR to
borrow under the $1.8 billion facility. The bank loan matures on
August 21, 2022. Moody's rates the loan 'Ba3' and Standard & Poor's
gave a 'B+' rating to the loan. The loan is one of the biggest
gainers and losers among 247 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday,
July 20.
BEAR METAL WELDING: Eighth Interim Cash Collateral Order Entered
----------------------------------------------------------------
The Hon. Deborah L. Thorne of the U.S. Bankruptcy Court for the
Northern District of Illinois granted Bear Metal Welding &
Fabrication, Inc. interim authority to continue using cash
collateral through the earlier of July 31, 2018, or the so-called
Termination Date, subject to and solely in accordance with the
express terms and conditions of the Eighth Interim Cash Collateral
Order.
The Debtor stipulated and represented to the Court that QCB
Properties, LLC, the U.S. Department of Treasury-Internal Revenue
Service, the Illinois Department of Revenue, and the Illinois
Department of Employment Security had perfected liens upon the
Debtor's property as of the Petition Date pursuant to the
mortgages, and statutory tax or revenue liens. The Debtor further
stipulated that the Prepetition Liens have attached to all or
substantially all of its real property and personal property.
The Secured Parties will receive (i) a replacement lien in the
Prepetition Collateral and in the post-petition property of the
Debtor of the same nature and to the same extent and in the same
priority as each Secured Party had in the Prepetition Collateral,
and to the extent such liens and security interests extend to
property pursuant to Section 552(b) of the Bankruptcy Code, and
(ii) an additional continuing valid, binding, enforceable,
non-avoidable, and automatically perfected postpetition security
interest in and lien on all cash or cash equivalents, whether now
owned or in existence on the Petition Date or thereafter acquired
or existing and wherever located, of the Debtor.
The Debtor will maintain in full force and effect and pay any
premiums that become due during the term of the Eighth Interim
Order for property and casualty insurance on all of its assets.
The hearing to consider entry of a final order or a further interim
order on the Cash Collateral Motion will take place on July 24,
2018 at 10:00 a.m.
A full-text copy of the Eighth Interim Order is available at:
http://bankrupt.com/misc/ilnb17-24246-106.pdf
About Bear Metal Welding & Fabrication
Headquartered in Lombard, Illinois, Bear Metal Welding &
Fabrication, Inc., provides fabrication and repair of metals to
commercial and consumer markets. Bear Metal's principal asset is
the improved real estate from which it operates at 948 North Ridge
Avenue, Lombard, Illinois, with the property valued at $450,000.
Dean Mormino has been Bear Metal's principal officer at all times
since the Company began business operations in 1997. Mr. Mormino
has been the sole shareholder, director and the president since
2012 when his marriage to Melisa Mormino was dissolved. Prior to
the dissolution of their marriage, Melisa Mormino was a shareholder
of Bear Metal.
Bear Metal filed for Chapter 11 bankruptcy protection (Bankr. N.D.
Ill. Case No. 17-24246) on Aug. 14, 2017, estimating up to $50,000
in assets and between $500,001 and $1 million in liabilities. The
petition was signed by Mr. Mormino.
Abraham Brustein, Esq., at Dimonte & Lizak, LLC, serves as the
Debtor's bankruptcy counsel. Lehman & Associates CPA, Ltd., is the
Debtor's accountant.
BHAILAL PATEL: Son Buying Odenton Property for $350K
----------------------------------------------------
Bhailal B. Patel asks the U.S. Bankruptcy Court for the District of
Maryland to authorize the sale of the real property located at 1874
Bucklina Avenue, Odenton, Maryland to Sanket Patel for $$350,000.
The Debtor owns the Property as a Tenant by the Entireties with his
wife, Hemangini B. Patel. The Property has a scheduled value on
the Debtor's schedule A/B of $300,000.
The Debtor has entered into a contract to sell the Property to his
son, the Buyer, for $350,000. The sale was and is part of a global
settlement agreement entered into with Fidelity and Deposit Co. of
Maryland, Pioneer Contracting Co. Inc., Sanket Patel, Hemangini
Patel and the Debtor. The settlement agreement was approved by
Order of the Court for the case. As part of the approved
settlement agreement Sanket Patel agreed to purchase the Property
as part of the funding mechanism for the payment under the
settlement agreement of the settlement amount paid to Fidelity.
Although the sale of the Property was approved by virtue of the
Court's order approving the settlement agreement, the Debtor
thought it would be the prudent thing to do, to file this specific
sale motion so as to memorialize this portion of the settlement
agreements terms through the section 363 of the bankruptcy code and
the Court, and to ensure that the Property is sold free and clear
of all encumbrances, liens and claims.
The Debtor believes and avers that the proposed sale price of
$350,000 is the best, fair and reasonable price to be obtained.
This assessment is based in part on the condition of the Property,
and in part on an appraisal that the Buyer obtained on the
Property. The proposed sales price exceeds the appraisal by
$10,000. Furthermore, the sale was accomplished without the use of
a broker, thus eliminating any commission to be paid out of sale
proceeds.
The Property is encumbered by a Deed of Trust dated Jan. 14, 2013,
in the original amount of $70,000, ("DOT") in favor of John E.
Bengough and Bonnie Bengough. The Debtor believes there is
currently an outstanding balance owed of approximately $50,000.
Additionally, the Internal Revenue Service has a secured lien on
the property in the approximate amount of $23,700. Both the
Bengough Secured Claim and the IRS Secured Claim identified above
will be paid in full at settlement.
Fidelity also possesses a judgment lien in the amount of
approximately $2,999,892, which is the subject of the settlement
with
Fidelity. Fidelity has agreed, as part of the settlement described
and previously approved by the Court, to release its judgment
lien.
There appears of record a judgment lien in favor of Eaglebank in
the amount of $486,954 (Circuit Court for Anne Arundel County Case
No.: 02C11160508) against the Debtor, but not against Hemangini
Patel. The Debtor asserts that this judgment lien has been fully
satisfied prior to the Petition Date and should be released.
Despite repeated efforts to contact Eaglebank's counsel to obtain a
certificate of satisfaction with respect to this judgment lien,
counsel has not responded. Notice of the Motion is provided to
counsel of record for Eaglebank, as well as counsel believed to be
currently representing Eaglebank, and to Eaglebank's registered
agent according to records maintained by the Maryland State
Department of Assessments and Taxation.
The Debtor believes that the Bengough Secured Claim and the IRS
Secured Claim represent the only liens on the Property required to
be paid from sale proceeds. All parties having liens of record
have received notice of the Motion will either be paid at closing
in the full amount of the allowed claim, or otherwise as agreed by
Fidelity; thus, liens will not attach to sale proceeds.
Finally, and in accordance with the terms of the Fidelity
Settlement Agreement, no realtor is involved in the transaction and
therefore there are no realtor fees to be paid, further enhancing
the benefits to the estate and its creditors. The Debtor relies
upon the content of the Motion and no memorandum of law will be
filed.
Bhailal B. Patel commenced a bankruptcy case (Bankr. D. Md. Case
No. 17-13091) as a voluntary Chapter 7 petition on March 7, 2017.
The case was converted to one under Chapter 11 on Oct. 19, 2017.
The Debtor's bankruptcy counsel:
Tate M. Russack
RLC Lawyers & Consultants
7999 N. Federal Hwy, Suite 100A
Boca Raton, FL 33487
Tel: 561-571-9601
Fax: 800-883-5692
E-mail: tate@russack.net
BIOSTAR PHARMACEUTICALS: Received Nasdaq Delisting Notification
---------------------------------------------------------------
Biostar Pharmaceuticals, Inc., received on July 19, 2018 a
notification letter from Nasdaq Listing Qualifications advising the
Company that following review of the Company's plan of compliance,
the Nasdaq staff determined to delist the Company's common stock
from the Nasdaq Capital Market. The delisting notification stated
that such delisting would be effective at the opening of business
on July 30, 2018 unless the Company requests an appeal of the
delisting determination.
As previously disclosed, the Company was cited for failures to
comply with this Listing Rule because it had not filed its Form
10-K for the year ended Dec. 31, 2017 and its Form 10-Q for the
period ended March 31, 2018. Following these notifications, the
Nasdaq staff granted the Company time and opportunity to submit a
plan of compliance with its continued listing deficiencies.
The Nasdaq delisting determination noted that the Company did not
provide a definitive plan to achieve compliance with the Nasdaq
continued listing requirements. Specifically, the delisting
determination referenced doubts regarding the Company's ability to
continue as a going concern given the seriousness of the Company's
financial position, the Company's current inability to pay its
independent auditors to complete the 2017 audit work, and the
Nasdaq staff's concerns surrounding the previously disclosed events
that led to the seizing of certain of the Company's assets, as the
bases for the staff's not granting the Company additional time to
regain compliance with the Listing Rule 5250(c)(1).
The Company intends to appeal the Nasdaq delisting determination by
requesting a hearing before a Nasdaq listing qualifications panel.
A timely request will stay the delisting of the Company's
securities only for a period of 15 days from the date of the
request, although the Company may request a stay of suspension,
pending the hearing. While the Company intends to request such
stay, there is no assurance that it will be granted for any
additional time, if at all. The hearing date will be determined by
Nasdaq and should occur within 45 days from the date of the
request. The Company plans to address ongoing non-compliance
matters before the Nasdaq panel. There can be no assurance that,
following the hearing, the panel will grant the Company's request
for continued listing on the Nasdaq Capital Market. If the panel
does not grant the Company's request for additional time, its
securities will be subject to delisting and the liquidity and
marketability of the Company's common stock would be adversely
affected.
If the Company is delisted from the Nasdaq Capital Market, its
common stock may be traded over-the-counter on the OTC Bulletin
Board or in the "pink sheets" if one or more market makers seeks
and obtains approval by the Financial Industry Regulatory Authority
(FINRA) to continue quoting in the Company's common stock. The
over-the-counter market, however, is generally considered to be
less efficient than the Nasdaq Capital Market. Many
over-the-counter stocks trade less frequently and in smaller
volumes than securities traded on the Nasdaq markets, which would
likely have a material adverse effect on the liquidity and value of
the Company's common stock.
About Biostar Pharmaceuticals
Based in Xianyang, China, Biostar Pharmaceuticals, Inc., through
its wholly owned subsidiary and controlled affiliate in China --
http://www.biostarpharmaceuticals.com/-- develops, manufactures,
and markets pharmaceutical and health supplement products for a
variety of diseases and conditions.
Biostar incurred a net loss of $5.69 million in 2016 and a net loss
of $25.11 million in 2015. As of Sept. 30, 2017, the Company had
$41.42 million in total assets, $5.27 million in total current
liabilities, and $36.14 million in total stockholders' equity.
Mazars CPA Limited, Certified Public Accountants, in Hong Kong,
issued a "going concern" qualification in its report on the
consolidated financial statements for the year ended Dec. 31, 2016,
stating that the Company had experienced a substantial decrease in
sales volume which resulted a net loss for the year ended Dec. 31,
2016. Also, part of the Company's buildings and land use rights
are subject to litigation between an independent third party and
the Company's chief executive officer, and the title of these
buildings and land use rights has been seized by the PRC Courts so
that the Company cannot be sold without the Court's permission. In
addition, the Company already violated its financial covenants
included in its short-term bank loans. These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.
BNEVMA LLC: Seeks Dec. 20 Exclusive Solicitation Period Extension
-----------------------------------------------------------------
BNEVMA, LLC requests the U.S. Bankruptcy Court for the Southern
District of Florida to extend the exclusive period within which
only the Debtor may solicit acceptances to its Plan for a
ninety-day period through and including December 20, 2018.
Unless extended, the Debtor has the exclusive right to file a plan
of reorganization through and including July 23, 2018 and has the
exclusive right to solicit acceptances through and including
September 21, 2018 pursuant to 11 U.S.C. Section 1121(c).
On March 26, 2018 the Debtor filed its plan and on April 24, 2018
the Debtor filed its disclosure statement and the hearing is set
for approval of the disclosure statement on July 25, 2018. Since
there are numerous objections to approval of the disclosure
statement that are pending, the Disclosure Statement and Plan may
require amendments.
Accordingly, in order to preserve the Debtor's rights as to
exclusivity, the Debtor seeks an extension of the exclusivity
periods to avoid unnecessarily delay in the progress of its case.
The Debtor believes that such an extension, if granted, will not
prejudice the legitimate interests of creditors and other parties
in interest.
About BNEVMA LLC
BNEVMA, LLC, a real estate lessor, is the fee simple owner of 14
real estate properties (consisting of condominium units and
townhouses) in Wellington, Palm Beach Gardens, Boynton Beach, Lake
Forth, Boca Raton, North Palm Beach, Royal Palm Beach, Florida,
having an aggregate value of $2.71 million.
BNEVMA sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. S.D. Fla. Case No. 18-13392) on March 23, 2018.
In the petition signed by Nermine Hanna, manager, the Debtor
disclosed $2.71 million in assets and $4.01 million in
liabilities.
Judge Paul G. Hyman, Jr., presides over the case.
The Office of the U.S. Trustee on June 14, 2018, disclosed in a
court filing that no official committee of unsecured creditors has
been appointed in the Chapter 11 case.
BON-TON STORES: Gets Court OK to Abandon/Destroy Certain Records
----------------------------------------------------------------
BankruptcyData.com reported that the U.S. Bankruptcy Court has
approved a Bon-Ton Stores’ request to allow it to abandon or
destroy certain documents and records. As previously reported,
“The Debtors have identified certain Documents and Records which
(i) the Purchaser [of their assets] has determined are not
necessary to its go-forward needs under the Agency Agreement or its
ability to monetize the Assets it acquired through the Sale, and
(ii) the Debtors have determined are not essential to the further
administration of these chapter 11 cases, including with respect to
the Debtors’ reporting requirements. The Purchaser has advised
the Debtors that it does not need the Documents and Records.
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.
Andrew R. Vara, Acting U.S. Trustee for Region 3, has appointed
Luis Salazar, as the Consumer Privacy Ombudsman in the bankruptcy
cases of The Bon-Ton Stores, Inc., and its affiliates.
BOOTIQUE TRENDS: Taps Spector & Johnson as Legal Counsel
--------------------------------------------------------
Bootique Trends, Inc., received approval from the U.S. Bankruptcy
Court for the Eastern District of Texas to hire Spector & Johnson,
PLLC, as its legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; assist in the preparation of a bankruptcy plan;
and provide other legal services related to its Chapter 11 case.
The firm will charge these hourly rates:
Howard Marc Spector, Esq. $350
Nathan Johnson, Esq. $325
Paralegals $95
Spector & Johnson received a retainer in the sum of $17,000, of
which $1,717 was used to pay the filing fee.
Howard Marc Spector, Esq., member-manager of Spector & Johnson,
disclosed in a court filing that the firm and its attorneys are
"disinterested persons" as defined in Section 101(14) of the
Bankruptcy Code.
Spector & Johnson can be reached through:
Howard Marc Spector, Esq.
Spector & Johnson, PLLC
12770 Coit Road, Suite 1100
Dallas, TX 75251
Tel: (214) 365-5377
Fax: (214) 237-3380
E-mail: hspector@spectorjohnson.com
E-mail: hms7@cornell.edu
About Bootique Trends
Bootique Trends, Inc., is a privately held company in Plano, Texas,
specializes in men's and boys' clothing and accessory stores.
Bootique Trends, Inc., d/b/a Gregory's, sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tex. Case No.
18-40820) on April 20, 2018. In the petition signed by Larry
Matney, director, the Debtor estimated less than $50,000 in assets
and $1 million to $10 million in debt. The Hon. Brenda T. Rhoades
presides over the case.
C & M AIR: May Continue Using Cash Collateral on Interim Basis
--------------------------------------------------------------
The Hon. Ronald B. King of the U.S. Bankruptcy Court for the
Western District of Texas has entered an amended third interim
order authorizing C & M Air Cooled Engine, Inc., to use cash
collateral to pay the Debtor's business expenses in accordance with
the Budget.
The 8-week cash flow projection provides expenses in the aggregate
sum of $1,326,673 covering the period from May 18 to July 6, 2018.
Since 2008, Wells Fargo Commercial Distribution Finance, LLC
(WFCDF) has provided floor plan financing to the Debtor with which
the Debtor acquired inventory from manufacturers for resale to
customers, pursuant to the parties' Inventory Financing Agreement.
Under the IFA, the Debtor granted to WFCDF a security interest in
all of the Debtor's then owned or after acquired accounts,
inventory, equipment, fixtures, other goods, general intangibles,
chattel paper, deposit accounts, investment property, documents,
and all products and proceeds of the foregoing, which included the
goods acquired by the Debtor with WFCDF's purchase money financing
to be held as inventory.
As of the Petition Date, the amount of the Debtor's indebtedness to
WFCDF under the WFCDF Pre-petition Loan Agreements is alleged by
WFCDF to be at least $1,292,021.25 in unpaid principal and accrued
interest of $11,344.51 as of March 31, 2018.
TCF Inventory Finance, Inc. (TCFIF), entered into an Inventory
Security Agreement with the Debtor, pursuant to which, the Debtor
granted TCFIF a security interest in assets of Debtor in order to
secure the obligations of Debtor to TCFIF under the Agreement.
TCFIF claims a purchase money security interest in the TCFIF
Financed Inventory. As of April 23, 2018, the outstanding
obligation owed to TCFIF by Debtor is alleged by TCFIF to be
$1,334,784, plus accrued interest.
The Debtor's records indicate that Texas First State Bank is a
secured creditor with an indebtedness of approximately $2,177,330
and claims a lien on substantially all of the Debtor's assets.
As adequate protection for the interests of WFCDF and Texas First
State Bank and TCFIF, the Debtor will timely make the following
payments:
(a) With respect to WFCDF, upon the sale of any WFCDF Financed
Inventory or the receipt of proceeds therefrom, the Debtor will
segregate and hold in trust for WFCDF the amount of such proceeds
equal to the amount financed by WFCDF for the acquisition thereof
and accrued interest thereon and, not later than the first business
day of each week, remit to WFCDF via wire transfer the WFCDF Payoff
Amount for all collections during the preceding week. The Debtor is
authorized to pay off the debt owed to WFCDF from cash collateral
as set forth in the Budget.
(b) With respect to TCFIF, upon the pre- or post-petition sale
of any inventory financed by TCFIF or the receipt of proceeds from
any pre- or post-petition sale of any inventory financed by TCFIF,
the Debtor will segregate and hold in trust for TCFIF the amount of
such proceeds equal to the amount financed by TCFIF for the
acquisition thereof and accrued interest thereon and, not later
than the first business day of each week, remit to TCFIF via wire
transfer the TCFIF Payoff Amount for all collection during the
preceding week.
(c) The Debtor will make the adequate protection payments to
Texas First Bank as provided in the budget.
(d) With respect to PNC Equipment Finance, LLC (PNC), upon the
pre- or post-petition sale of any "End of Term Equipment" as
defined in the Debtor's vendor operating agreement with PNC or the
receipt of proceeds from any pre- or post-petition sale of any End
of Term Equipment owned by PNC, the Debtor will segregate and hold
in trust for PNC the amount of such proceeds equal to PNC's booked
residual amount and, not later than the first business day of each
week, remit to PNC via wire transfer the PNC Residual Amount for
all collection during the preceding week.
(e) With respect to Redexim USA B.V., upon the pre- or
postpetition sale of any inventory sold by Redexim pursuant to the
Exclusive Distributorship and Security Agreement or the receipt of
proceeds from any pre- or post-petition sale of any Redexim
Inventory, the Debtor will segregate and hold in trust for Redexim
the amount of such proceeds equal to the cost of such items.
(f) With respect to Crader Distributing Company ("CDC"), upon
the sale of any inventory sold by CDC pursuant to a Distribution
Agreement or the receipt of proceeds from any pre- or post-petition
sale of any CDC Inventory on or after June 5, 2018, the Debtor will
segregate and hold in trust for CDC the amount of such proceeds
equal to the cost of such items ("CDC Payoff Amount") and, not
later than the first business day of every other week, remit to CDC
via wire transfer the CDC Payoff Amount for all collection during
the preceding two weeks together with an accounting for the same.
Beginning on June 5, 2018, Debtor will also pay $6,000 per week for
six weeks and $3,500.00 in the seventh week as adequate protection
for sales occurring prior to June 5, 2018.
A final hearing on the Cash Collateral Motion has been scheduled
for July 3, 2018 at 2:00 p.m.
A full-text copy of the Amended Third Interim Order is available
at
http://bankrupt.com/misc/txwb18-60249-142.pdf
About C & M Air Cooled
C & M Air Cooled Engine, Inc., is a family-owned and operated
company that owns a lawn and garden equipment and supplies stores
based in Waco, Texas, with locations in Albuquerque, New Mexico;
Commerce City, Colorado; and San Antonio, Texas. Founded in 1978, C
& M offers outdoor power equipment, parts and service.
C & M Air Cooled Engine sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Tex. Case No. 18-60249) on April 3,
2018. In the petition signed by Linda Darlyne Mathis,
vice-president, the Debtor estimated assets of less than $50,000
and liabilities of $1 million to $10 million. Judge Ronald B. King
presides over the case.
CALHOUN SATELLITE: IMS Productionss Offers $900K for Property
-------------------------------------------------------------
Calhoun Satellite Communications, Inc., asks the U.S. Bankruptcy
Court for the Western District of Pennsylvania to authorize the
sale of all inventory, machinery and equipment, Federal
Communications Commission Licenses, motor vehicles, miscellaneous
equipment and all of seller's manuals and other records relating to
the foregoing property to IMS Productionss, Inc. for $900,000,
subject to higher or better offers.
The property may be validly encumbered by properly perfected
security interests of these creditors with their interests being
more fully described as:
a. Newtek Small Business Finance, LLC, Claim No. 11, 981
Marcus Ave., Suite 130 New Hyde Park NY 11042 c/o John J. Winter,
Esquire, The Chartwell Law Offices, LLP, 970 Rittenhouse Road,
Suite 300, Eagleville, PA 19403;
b. Ascentium Capital, Claim No. 20, P.O. Box 301593, Dallas,
TX 75303 c/o Thomas P. Stevens, Esquire, Flamm Walton Heimbach, 794
Penllyn Pike, Blue Bell, PA 19422;
c. B B & T Commercial Equipment Capital, Claim Nos. 1, 22 and
23, 2 Country View Road, Suite 300, Parkesburg PA 19365 c/o Allison
L. Carr, Esquire, 707 Grant Street, Suite 2200 Gulf Tower,
Pittsburgh, PA 15219;
d. Beneficial Equipment Finance, 65 Pottstown Pike, Chester
Springs PA 19425 c/o Rebecca K. McDowell, Esquire, BNY Mellon
Center, 1735 Market Street, Suite 3750, Philadelphia, PA 19103;
e. Creekridge Capital (Vender Service Group)/Hitachi Capital,
Claim No. 21, 7808 Creekridge Circle, Suite 250, Minneapolis MN
55439 c/o Brian L. Boysen, Esquire, PO Box 15667, Minneapolis,
Minnesota 55415-0667;
f. Eastern Funding, Claim No. 8, 213 West 35th Street, 10th
Floor, New York, NY 10001 c/o Jennifer Ng, 213 West 35th Street,
10th Floor, New York, NY 10001;
g. Great American Financial, Claim No. 17, 625 1ST ST SE #800
Cedar Rapids IA 52401 c/o Amelia R. Brett, Esquire, Strassburger,
McKenna, Gutnick and Gefsky, 444 Liberty Ave., Suite 2200,
Pittsburgh, PA 15222;
h. Key Equipment Finance, Claim No. 16, 1000 South McCaslin
Blvd, Louisville CO 80027 c/o Rita Robles, 1000 South McCaslin
Boulevard, Superior, CO 80027;
i. M2 Leasing, Claim No. 7, 175 Patrick Blvd #135, Brookfield
WI 53045 c/o Russell S. Long, Esquire, Davis and Kuelthau, 111 East
Kilbourn, Suite 1400, Milwaukee, WI 53202;
j. Royal Bank America Leasing, Claim No. 13 & 14, 550
Townshipline Road, Ste. 425, Blue Bell PA 19422 c/o Allison L.
Carr, 707 Grant Street, Suite 2200, Gulf Tower, Pittsburgh, PA
15219;
k. Utah Scientific, 4750 Wiley Post Way, Salt Lake City UT
84116 c/o Tina Harmon, 4750 Wiley Post Way, Salt Lake City, UT
84116; and
l. Western Equipment Finance, Inc., Claim No. 9, P.O. Box 640,
503 Highway 2 West, Devils Lake ND 58301, c/o 475 Sansome Street
19th Floor, San Francisco, CA 94111.
In addition to the divestiture of all liens, claims and
encumbrances, the Purchaser will not assume or be responsible for
any third party liabilities associated with the assets or which may
otherwise be asserted against the Debtor or it's assigns.
The Debtor proposes to sell the property to IMS for $900,000 or to
any qualified, higher and better bidder, pursuant to the terms of
11 U.S.C. Section 363(b)(1), and asks that the liens set forth be
transferred from their respective property to the proceeds of the
proposed sale.
The Debtor has been attempting to secure financing or to sell this
property for months and believes that the offer from IMS is fair
and reasonable. It is in the best interest of the creditors of the
Estate that the Debtor be authorized to sell the property pursuant
to the terms set forth in the Asset Purchase Agreement and
Amendment or pursuant to the terms proposed in a higher or better
offer. The unsecured creditors of the estate will receive a
portion of the proceeds realized under the proposed Agreement.
The Debtor asks that the bankruptcy costs and expenses be paid in
priority to creditors of the Estate.
A copy of the Agreement, and the Proposed Distribution to Secured
Creditors Under the Liquidation Plan attached to the Motion is
available for free at:
http://bankrupt.com/misc/Calhoun_Satellite_405_Sales.pdf
About Calhoun Satellite Communications
Calhoun Satellite Communications, Inc., operates a satellite
transmission business. Meanwhile, Transmission Solutions Group,
Inc., was formed solely to hold Calhoun's stock. All of
Transmission's creditors hold identical claims against Calhoun.
Calhoun and Transmission sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Pa. Lead Case No. 17-23389) on Aug.
22, 2017. Kevin Husband, its president, signed the petitions.
The Debtors estimated assets of less than $50,000 and liabilities
of $1 million to $10 million.
CAMBER ENERGY: Modifies Preferred Stock Ownership Limitation
------------------------------------------------------------
The Board of Directors of Camber Energy, Inc., and the sole holder
of the Company's Series C Redeemable Convertible Preferred Stock,
have approved an amendment to the Certificate of Designations of
the Company's Series C Preferred Stock. The amendment modified the
beneficial ownership limitation, which previously prevented the
holder of the Series C Preferred Stock from converting such Series
C Preferred Stock into common stock, if upon such conversion, the
holder would beneficially own greater than 4.99% of the Company's
outstanding common stock, to increase such ownership limitation to
9.99% of the Company's outstanding common stock.
On July 25, 2018, the Company filed the amendment to the
Certificate of Designations with the Secretary of State of Nevada,
which became effective on the same date.
The conversion of the Series C Preferred Stock into common stock
pursuant to its terms will result in significant dilution to
existing shareholders.
About Camber Energy
Based in San Antonio, Texas, Camber Energy, Inc. (NYSE American:
CEI) -- http://www.camber.energy/-- is an independent oil and gas
company engaged in the development of crude oil, natural gas and
natural gas liquids in the Hunton formation in Central Oklahoma in
addition to anticipated project development in the Texas
Panhandle.
Camber Energy reported a net loss of $24.77 million for the year
ended March 31, 2018, compared to a net loss of $89.12 million for
the year ended March 31, 2017. As of March 31, 2018, Camber Energy
had $14.26 million in total assets, $41.23 million in total
liabilities and a total stockholders' deficit of $26.96 million.
GBH CPAs, PC's audit opinion included in the company's Annual
Report on Form 10-K for the year ended March 31, 2018 contains a
going concern explanatory paragraph stating that the Company has
significant losses from operations and had a working capital
deficit as of March 31, 2018. These factors raise substantial
doubt about its ability to continue as a going concern.
CAPITOL CITY BREWING: Selling Used Brewery Equipment for $66K
-------------------------------------------------------------
Capitol City Brewing Co., LC, asks the U.S. Bankruptcy Court for
the District of Columbia to authorize the sale outside the ordinary
course of business of used brewery equipment to Strange Bird Beer
and Barrell House, LLC for $65,500, subject to higher and better
offers.
The parties have entered into their Equipment Bill of Sale for the
sale of the personal property the Debtor previously utilized in its
Shirlington, Virginia location, which was closed as a component of
the reorganization of its business. CCBC has no current use for
this equipment, and so it is advisable that it dispose of it to the
benefit of its estate. It has actively marketed the equipment, and
the bid received from Strange Bird was significantly larger than
any other bid received.
Accordingly, CCBC believes that the proposed sale price is
commensurate with the fair market value of the equipment. In
addition, Strange Bird has agreed to move the equipment from its
present location at no cost to CCBC, and once Strange Bird takes
possession of it, CCBC's storage costs for the equipment will be
eliminated.
CCBC believes that the proposed sale is in the best interest of the
estate and its creditors, as the agreed terms and conditions of the
sale are, in its opinion, the best that can be obtained in the
marketplace, and are certainly much better than would result from a
public auction.
If any party in interest would be willing to pay more than the
agreed purchase price in cash, with no additional costs to CCBC, it
can offer to do so in response to the Motion. Otherwise, the
proposed sale, which will be completed as soon as they are
authorized by the Court, should be permitted to go forward. The
sale will occur on the date that it is approved by the Court.
A copy of the Bill of Sale attached to the Motion is available for
free at:
http://bankrupt.com/misc/Capitol_City_58_Sales.pdf
The Purchaser:
STRANGE BEER AND BARRELL HOUSE, LLC
490 Penbrooke Drive
Penfield, NY 14526
About Capitol City Brewing Company
Capitol City Brewing Company, L.C., is a brewpub in Washington,
D.C., which offers local brews that represent beer styles from
around the world.
Capitol City Brewing Company sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D.D.C. Case No. 18-00161) on March 14,
2018. In the petition signed by David Von Storch, president of the
Debtor's manager Urban Adventures Companies Inc., the Debtor
estimated assets and liabilities of less than $1 million.
Judge S. Martin Teel, Jr., presides over the case. The Debtor
tapped Goldman & Van Beek, P.C. as its legal counsel.
CEC ENTERTAINMENT: Bank Debt Trades at 6% Off
---------------------------------------------
Participations in a syndicated loan under which CEC Entertainment
Inc. is a borrower traded in the secondary market at 93.80
cents-on-the-dollar during the week ended Friday, July 20, 2018,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 1.09 percentage points from the
previous week. CEC Entertainment pays 325 basis points above LIBOR
to borrow under the $760 million facility. The bank loan matures on
February 14, 2021. Moody's rates the loan 'B2' and Standard &
Poor's gave a 'B-' rating to the loan. The loan is one of the
biggest gainers and losers among 247 widely quoted syndicated loans
with five or more bids in secondary trading for the week ended
Friday, July 20.
CELLECTAR BIOSCIENCES: Prices $14.4M Underwritten Public Offering
-----------------------------------------------------------------
Cellectar Biosciences has priced an underwritten public offering of
815,000 shares of common stock, par value $0.00001 per share, of
the Company, 1,114 shares of Series C Convertible Preferred Stock
convertible into 2,785,000 shares of Common Stock and Series E
warrants to purchase 3,600,000 shares of Common Stock.
The offering is priced at a public offering price of $4.00 per
common share, with each common share including a five-year Series E
warrant to purchase one share of common stock with an exercise
price of $4.00 per share. The Company is also offering to those
purchasers, whose purchase of shares of common stock in this
offering would result in the purchaser, together with its affiliate
and certain related parties, beneficially owning more than 4.99%
(or 9.99% at the election of the purchaser) of the Company's
outstanding common stock following the consummation of this
offering, the opportunity to purchase, if they so choose, in lieu
of the shares of common stock, 1,114 shares of Series C convertible
preferred stock at a public offering price of $10,000 per share,
which is convertible into 2,500 shares of common stock at a
conversion price of $4.00 per share, and a Series E warrant to
purchase 2,500 shares of common stock with an exercise price of
$4.00 per share. The conversion price of the preferred stock
issued in the transaction as well as the exercise price of the
warrants are fixed and do not contain any variable pricing features
or any price-based anti-dilutive features. The preferred stock
issued in this transaction includes a beneficial ownership blocker,
but has no dividend rights (except to the extent that dividends are
also paid on the common stock), liquidation preference or other
preferences over common stock, and subject to limited exceptions,
has no voting rights. The securities are being sold in fixed
combinations, but are immediately separable and will be issued
separately.
The offering is expected to close on or about July 31, 2018,
subject to the satisfaction of customary closing conditions.
Ladenburg Thalmann & Co. Inc. (NYSE American: LTS), a subsidiary of
Ladenburg Thalmann Financial Services Inc., is the sole
book-running manager in connection with the offering and CIM
Securities, LLC acted as a co-manager.
In addition, Cellectar will grant the underwriters a 45-day option
to purchase up to 540,000 additional shares of common stock and
warrants to purchase up to 540,000 shares of common stock solely to
cover over-allotments, if any, at the public offering price per
share and per warrant, less the underwriting discounts and
commissions.
The securities will be offered pursuant to a registration statement
on Form S-1 (File No. 333-225675), which was declared effective by
the Securities and Exchange Commission (SEC) on July 26, 2018 and
an additional registration statement filed pursuant to Rule 462(b)
(File No. 333-226374), which became effective when filed.
About Cellectar Biosciences
Cellectar Biosciences -- http://www.cellectar.com/-- is a clinical
stage biopharmaceutical company focused on the discovery,
development and commercialization of targeted treatments for cancer
and leveraging its proprietary phospholipid drug conjugate (PDC)
platform to develop the next generation of tumor targeting
treatments. Its headquarters are located in Madison, Wisconsin.
The report from the Company's independent accounting firm Baker
Tilly Virchow Krause, LLP, in Madison, Wisconsin, 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 a net capital
deficiency that raise substantial doubt about its ability to
continue as a going concern.
Cellectar reported a net loss attributable to common stockholders
of $15.01 million for the year ended Dec. 31, 2017, following a net
loss attributable to common stockholders of $9.36 million for the
year ended Dec. 31, 2016. As of March 31, 2018, Cellectar had
$9.56 million in total assets, $2.11 million in total liabilities
and $7.45 million in total stockholders' equity.
CENGAGE: Bank Debt Trades at 7% Off
-----------------------------------
Participations in a syndicated loan under which Cengage (fka
Thomson Learning) is a borrower traded in the secondary market at
92.80 cents-on-the-dollar during the week ended Friday, July 20,
2018, according to data compiled by LSTA/Thomson Reuters MTM
Pricing. This represents an increase of 0.94 percentage points from
the previous week. Cengage pays 425 basis points above LIBOR to
borrow under the $1.71 billion facility. The bank loan matures on
June 7, 2023. Moody's rates the loan 'B2' and Standard & Poor's
gave a 'B' rating to the loan. The loan is one of the biggest
gainers and losers among 247 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday,
July 20.
CHESAPEAKE ENERGY: Will Sell Ohio Properties for $2 Billion
-----------------------------------------------------------
Chesapeake Energy Corporation and certain of its wholly owned
subsidiaries have agreed to sell their acreage in Ohio to Encino
Acquisition Partners, a private oil and gas company headquartered
in Houston, Texas, for approximately $1.9 billion, with an
additional contingent payment of up to $100 million based on future
natural gas prices.
According to a Form 8-K filed with the Securities and Exchange
Commossion, the Sale includes approximately 320,000 net acres in
Utica Shale with approximately 750 operated wells, along with
related property plant and equipment.
Average net daily production from the Designated Properties was
approximately 107,000 barrels of oil equivalent during 2017,
consisting of 427,000 mcf of natural gas, 26,000 barrels of natural
gas liquids and 10,000 barrels of condensate. As of Dec. 31, 2017,
net proved reserves associated with the Designated Properties were
480 million barrels of oil equivalent.
Closing of the transaction is subject to customary conditions,
including third-party consents, waiver of certain pre-existing
preferential purchase rights, expiration or termination of the
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended, absence of a material adverse effect on
the Designated Properties, and certain other closing conditions.
Closing is expected to occur in the fourth quarter of 2018,
contingent upon satisfaction of those closing conditions.
Chesapeake expects to apply the net proceeds toward the reduction
of debt.
Pursuant to the Purchase Agreement, the purchase price is subject
to customary adjustment provisions, including adjustments for title
defects and environmental defects. The Purchase Agreement also
contains customary representations, warranties, covenants and
indemnities.
About Chesapeake Energy
Based in Oklahoma City, Chesapeake Energy Corporation's (NYSE:CHK)
-- http://www.chk.com/-- is an independent exploration and
production company engaged in the acquisition, exploration and
development of properties for the production of oil, natural gas
and NGLs from underground reservoirs. Chesapeake owns a large and
geographically diverse portfolio of onshore U.S. unconventional
natural gas and liquids assets, including interests in
approximately 17,300 oil and natural gas wells. The Company has
leading positions in the liquids-rich resource plays of the Eagle
Ford Shale in South Texas, the Anadarko Basin in northwestern
Oklahoma and the stacked pay in the Powder River Basin in Wyoming.
Its natural gas resource plays are the Marcellus Shale in the
northern Appalachian Basin in Pennsylvania, the Haynesville/Bossier
Shales in northwestern Louisiana and East Texas and the Utica Shale
in Ohio.
Chesapeake reported net income attributable to the Company of $949
million for the year ended Dec. 31, 2017, following a net loss
attributable to the Company of $4.39 billion for the year ended
Dec. 31, 2016. As of March 31, 2018, Chesapeake had $12.08 billion
in total assets, $12.18 billion in total current and long-term
liabilities and a total deficit of $97 million.
* * *
Chesapeake Energy carries a 'Caa1' corporate family rating from
Moody's Investors Service. Moody's said Chesapeake's 'Caa1' CFR
incorporates its improving but modest cash flow generation at
Moody's commodity price estimates relative to the company's high
debt levels, as reported by the TCR on May 25, 2017.
CLICKAWAY CORPORATION: Case Summary & 20 Top Unsecured Creditors
----------------------------------------------------------------
Debtor: Clickaway Corporation
457 E. McGlincy Lane
Campbell, CA 95008
Business Description: Founded in 2002, Clickaway Corporation
provides computer, laptop, tablet, and phone
repair services; virus removal, software
installation, data services, new system
setup, windows desktop, networking, cabling,
and managed IT services. The Company also
sells computers, cell phones and tablets.
Chapter 11 Petition Date: July 27, 2018
Case No.: 18-51662
Court: United States Bankruptcy Court
Northern District of California (San Jose)
Judge: Hon. Elaine M. Hammond
Debtor's Counsel: Robert G. Harris, Esq.
BINDER & MALTER, LLP
2775 Park Ave.
Santa Clara, CA 95050
Tel: (408) 295-1700
Email: rob@bindermalter.com
- and -
Michael W. Malter, Esq.
BINDER & MALTER, LLP
2775 Park Ave.
Santa Clara, CA 95050
Tel: (408) 295-1700
Email: michael@bindermalter.com
- and -
Julie H. Rome-Banks, Esq.
BINDER & MALTER, LLP
2775 Park Ave.
Santa Clara, CA 95050
Tel: (408) 295-1700
Email: julie@bindermalter.com
- and -
Wendy W. Smith, Esq.
BINDER & MALTER, LLP
2775 Park Ave.
Santa Clara, CA 95050
Tel: (408) 295-1700
Email: Wendy@bindermalter.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Richard L. Sutherland, CEO.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at:
http://bankrupt.com/misc/canb18-51662.pdf
COATESVILLE SD: S&P Cuts GO Debt Rating to BB, Outlook Negative
---------------------------------------------------------------
S&P Global Ratings lowered its underlying rating on Coatesville
Area School District, Pa.'s existing general obligation (GO) bonds
four notches to 'BB' from 'BBB+'. The outlook is negative.
"The downgrade reflects our view of the district's significantly
weakened financial flexibility and liquidity, leaving it to resort
to deficit borrowing to continue meeting its obligations," said S&P
Global Ratings credit analyst Moreen Skyers-Gibbs, "which, in our
opinion, is an indication of credit stress and masks its deficit
fund balance." S&P said, "The downgrade also reflects our view of
the district's weak financial management and practices as it
continues to demonstrate an inability to achieve structurally
balanced operations, while lacking the willingness to raise real
estate taxes adequately to obtain additional revenues. It recently
delayed passing its budget, resulting in delayed receipt of tax
revenues. Charter school costs, which continue to rise at an
uncontrollable rate and have consistently been materially
understated by management, further exacerbate the district's fiscal
distress."
"The outlook remains negative, in our opinion, as the district will
continue to face significant challenges with growing charter school
costs, and while there have been some efforts to curb expenditures,
there is uncertainty as to whether management will be able to
restore structural balance and avoid increasing the deficit fund
balance, further constraining liquidity," said Ms. Skyers-Gibbs.
The district's full-faith-and-credit GO pledge secures the
outstanding unlimited and limited GO bonds.
Coatesville Area School District serves an estimated population of
65,893 over 75.8 square miles in west-central Chester County, about
35 miles west of Philadelphia and 25 miles east of Lancaster.
"The negative outlook reflects our opinion that there is a
one-in-three chance that we could lower the rating within our
two-year outlook horizon," added Ms. Skyers-Gibbs, "and we believe
that if the district does not take the necessary measures to
restore structural balance, its financial flexibility and liquidity
could be weakened, putting it at risk of not meeting its
operational and debt obligations and increasing its reliance on
cash-flow and deficit borrowing." This implies significant credit
stress and weakness, which, if not addressed, could lead to a
further downgrade. In addition, the instability in key management
and its lack of strong financial management practices and policies
are a credit concern since this is likely to result in a more
deeply distressed financial situation.
COLLISION EXPRESS: Blue Devil Buying Cypress Property for $3.3M
---------------------------------------------------------------
Collision Express Holdings, L.P., asks the U.S. Bankruptcy Court
for the Southern District of Texas to authorize the sale of the
single-story retail building known as Caliber Collision, located at
23266 Northwest Freeway, Cypress, Texas to Blue Devil Enterprises,
LLC and/or its assigns for $3.3 million.
Objections, if any, must be filed within 21 days of the date the
Notice was served.
On May 8, 2018, the Court entered Agreed Dismissal Order between
the Debtor and Trustmark National Bank to resolve the Motion to
Dismiss and to allow the Debtor the opportunity to market and sell
the Debtor's assets for an agreed upon period of time. The Agreed
Order regarding dismissal stayed dismissal of the chapter 11 case
until June 30, 2018 at 12:01 a.m. at which time the Agreed
Dismissal order would only become effective if the Debtor failed to
file a motion for authority to sell its property for a price
greater than the aggregate value of all liens on such property. If
the Debtor files, the Agreed Dismissal Order becomes ineffective.
The Agreed Dismissal Order does not require the sale to be
consummated before the June 30, 2018 deadline.
Prime Capital Corp., led by Jerry Turboff, has actively marketed
the Debtor's property, identified a qualified buyer, and negotiated
a purchase agreement for the sale of the Debtor's property, subject
to the Court's approval.
The Debtor owns the Building that comprises a portion of land owned
by the Seller. The Debtor also has a lease agreement with Caliber
Bodyworks of Texas, Inc. for the lease of the Building and the
Land. The Buyer has offered to purchase the Building, Land, and
the Debtor's interest in the Lease ("Property") for $3.3 million
pursuant to the terms and conditions set forth in the Purchase and
Sale Agreement. The Debtor asks authority to assume the Lease and
assign it to the Buyer in connection with the sale of the
Property.
The PSA contemplates a 45-day inspection period and a closing
within 30 days after the Inspection Period. The Purchase Price is
sufficient to pay-in-full all creditors of the Debtor in all
classes. Gregory Ecklekamp, the president of the Debtor's general
partner determined it was in the best interest of creditors,
interest holders, and any other interested parties to accept the
proposed offer under the terms set forth in the PSA and to seek
expedited approval in order to consummate the proposed sale with
the Buyer, which would fully administer the Debtor's chapter 11
estate.
The Debtor understands the importance of expeditiously
administering the estate and for that reason emergency relief is
requested so that the Inspection Period can begin and it can get to
the Closing Date at the earliest opportunity.
The Debtor asks authority to pay all ordinary costs of sale at the
closing, including but not limited to any commissions due to Prime
Capital Corporation as the broker as well as the agent for the
Buyer. Both Prime Capital and the Buyer's agent have agreed to a
reduced commission of 4% (from 6%) of the Purchase Price, bringing
even greater value to the Debtor's chapter 11 estate.
The Property is currently encumbered by liens, including the deed
of trust liens of Trustmark and the U.S. Small Business
Administration. In addition, the Harris County real property
records reflect judgment liens filed by (A) creditors, including:
(i) Dunn Neal & Gerger; (ii) the State of Texas; (iii) Sherwin
Williams Automotive; (iv) PPG Automotive Finish; and (B) by equity
interest holders Denui Darius and Janet Nichols (limited partners).
The Lease is a triple net lease and the taxes are paid by the
tenant and are believed to be current. Out of an abundance of
caution, the taxing authorities for Harris County and Cypress
Fairbanks I.S.D. will receive notice of the Motion as well as the
Office of the Attorney General for the State of Texas and the
Internal Revenue Service. The Debtor asks to sell the Property
free and clear of all liens, claims and encumbrances with the
proceeds from the sale of the Property attaching to any liens.
A copy of the PSA attached to the Motion is available for free at:
http://bankrupt.com/misc/Collision_Express_54_Sales.pdf
The Purchaser:
BLUE DEVIL ENTERPRISES, LLC
180 Park Ave. North, Suite 2A
Winter Park, FL 32789
About Collision Express Holdings
Collision Express Holdings, L.P., a Texas limited partnership, owns
in fee simple a land and building commonly known as 23266 Northwest
Freeway, Cypress, Texas, having an appraised value of $3.75
million. It previously sought bankruptcy protection on March 1,
2011 (Bankr. S.D. Tex. Case No. 11-31947).
Collision Express Holdings filed a Chapter 11 petition (Bankr. W.D.
Tex. Case No. 18-30356) on March 5, 2018. In the petition signed
by Greg Eckelkamp, sole member, the Debtor disclosed $3.77 million
in total assets and $2.61 million in total liabilities. Judge
Christopher H. Mott presides over the case. The Debtor's counsel
is E.P. Bud Kirk, Esq.
The Court appointed Prime Capital Corp. as broker on May 7, 2018.
COMMUNITY HEALTH: Reports $110 Million Net Loss for Second Quarter
------------------------------------------------------------------
Community Health Systems, Inc., announced financial and operating
results for the three and six months ended June 30, 2018.
Net operating revenues for the three months ended June 30, 2018,
totaled $3.562 billion, a 14.0 percent decrease, compared with
$4.144 billion for the same period in 2017.
Net loss attributable to Community Health Systems, Inc. common
stockholders was $(110) million, or $(0.97) per share (diluted),
for the three months ended June 30, 2018, compared with $(137)
million, or $(1.22) per share (diluted), for the same period in
2017. Excluding certain adjusting items, net loss attributable to
Community Health Systems, Inc. common stockholders was $(0.01) per
share (diluted), for the three months ended June 30, 2018, compared
with $(0.31) per share (diluted) for the same period in 2017.
Weighted-average shares outstanding (diluted) were 113 million for
the three months ended June 30, 2018, and 112 million for the three
months ended June 30, 2017.
Adjusted EBITDA for the three months ended June 30, 2018, was $411
million compared with $435 million for the same period in 2017,
representing a 5.5 percent decrease.
The consolidated operating results for the three months ended June
30, 2018, reflect a 16.9 percent decrease in both total admissions
and total adjusted admissions, compared with the same period in
2017. On a same-store basis, admissions decreased 2.1 percent and
adjusted admissions decreased 0.2 percent during the three months
ended June 30, 2018, compared with the same period in 2017. On a
same-store basis, net operating revenues increased 3.3 percent
during the three months ended June 30, 2018, compared with the same
period in 2017.
Net operating revenues for the six months ended June 30, 2018,
totaled $7.251 billion, a 16.0 percent decrease, compared with
$8.629 billion for the same period in 2017.
Net loss attributable to Community Health Systems, Inc. common
stockholders was $(135) million, or $(1.20) per share (diluted),
for the six months ended June 30, 2018, compared with $(335)
million, or $(3.01) per share (diluted), for the same period in
2017. Excluding the adjusting items, net income attributable to
Community Health Systems, Inc. common stockholders was $0.12 per
share (diluted), for the six months ended June 30, 2018, compared
with net loss of $(0.24) per share (diluted) for the same period in
2017. Weighted-average shares outstanding (diluted) were 113
million for the six months ended June 30, 2018, and 112 million for
the six months ended June 30, 2017.
Adjusted EBITDA for the six months ended June 30, 2018, was $851
million compared with $963 million for the same period in 2017,
representing an 11.6 percent decrease.
The consolidated operating results for the six months ended June
30, 2018, reflect an 18.3 percent decrease in total admissions, and
a 19.0 percent decrease in total adjusted admissions, compared with
the same period in 2017. On a same-store basis, admissions
decreased 2.2 percent and adjusted admissions decreased 1.0 percent
during the six months ended June 30, 2018, compared with the same
period in 2017. On a same-store basis, net operating revenues
increased 2.5 percent during the six months ended June 30, 2018,
compared with the same period in 2017.
Commenting on the results, Wayne T. Smith, chairman and chief
executive officer of Community Health Systems, Inc., said, "Our
second quarter results reflect progress in our key areas of
strategic focus, most notably improvements in same-store operating
results, progress on divestitures and successful refinancings. As
we complete additional divestitures this year, we believe our
portfolio will become stronger, and more of our resources can be
directed to markets where we have the greatest opportunities to
drive incremental growth. We remain confident in our ability to
strengthen our company through execution of our strategic growth
initiatives, investments in high-quality healthcare services, and a
continuous focus on expense management."
During 2018, the Company has completed seven hospital divestitures.
In addition, the Company has entered into definitive agreements to
sell five additional hospitals, which divestitures have not yet
been completed. The Company is pursuing interests for sale
transactions involving hospitals, which, together with the
hospitals that are currently subject to definitive agreements and
the hospitals that have been divested during 2018, had a combined
total of approximately $2.0 billion in annual net operating
revenues and combined mid-single digit Adjusted EBITDA margins
during 2017. These sale transactions are currently in various
stages of negotiation with potential buyers. There can be no
assurance that these potential divestitures (or the potential
divestitures currently subject to definitive agreements) will be
completed, or if they are completed, the ultimate timing of the
completion of these divestitures. The Company continues to receive
interest from potential acquirers for certain of its hospitals.
Financial and statistical data for 2018 and 2017 presented in this
press release includes the operating results of divested hospitals
through the effective closing date of each respective divestiture.
Same-store operating results exclude the results of the hospitals
divested in 2018 and 2017.
A full-text copy of the press release is available for free at:
https://is.gd/5xxklI
About Community Health
Community Health -- http://www.chs.net/-- is a publicly-traded
hospital company and an operator of general acute care hospitals in
communities across the country. The Company, through its
subsidiaries, owns, leases or operates 119 affiliated hospitals in
20 states with an aggregate of approximately 20,000 licensed beds.
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.
* * *
As reported by the TCR on July 2, 2018, S&P Global Ratings raised
its corporate credit rating on Franklin, Tenn.-based hospital
operator Community Health Systems Inc. to 'CCC+' from 'SD'
(selective default). "The upgrade of Community to 'CCC+' reflects
the company's longer-dated debt maturity schedule, and our view
that its efforts to rationalize its hospital portfolio as well as
improve financial performance and cash flow should strengthen
credit measures over the next 12 to 18 months," S&P said.
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.
COMMUNITY HEALTH: Reports 2018 Second Quarter Results
-----------------------------------------------------
Community Health Systems, Inc. has filed with the Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting a
net loss attributable to the Company's stockholders of $110 million
on $3.56 billion of net operating revenues for the three months
ended June 30, 2018, compared to a net loss attributable to the
Company's stockholders of $137 million on $4.14 billion of net
operating revenues for the three months ended June 30, 2016.
For the six months ended June 30, 2018, the Company reported a net
loss attributable to the Company's stockholders of $135 million on
$7.25 billion of net operating revenues compared to a net loss
attributable to the Company's stockholders of $335 million on $8.62
billion of net operating revenues for the same period last year.
As of June 30, 2018, Community Health had $16.79 billion in total
assets, $17.08 billion in total liabilities, $514 million in
redeemable noncontrolling interests in equity of consolidated
subsidiaries and a total stockholders' deficit of $803 million.
Net cash provided by operating activities decreased $409 million,
from approximately $503 million for the six months ended June 30,
2017, to approximately $94 million for the six months ended June
30, 2018. The decrease in cash provided by operating activities
was primarily the result of higher interest payments due to the
timing of payments on its existing notes due to the refinancing
activity during the three months ended June 30, 2018, as well as
from a decline in cash flow from patient accounts receivable
collections. Other contributors to the lower cash provided by
operating activities include the net cash received related to
government settlements and related legal costs, as well as the loss
of cash flow contributed from previously divested hospitals and a
decrease in cash received from HITECH incentive reimbursement.
Those decreases were offset by improvements in cash flow from
supplies, prepaid expenses and other current assets and lower
malpractice claim payments compared to the same period in 2017.
Total cash paid for interest during the six months ended June 30,
2018 increased to approximately $486 million compared to $409
million for the six months ended June 30, 2017. Cash paid for
interest for the year ending Dec. 31, 2018 is expected to be
approximately $910 million. Cash paid for income taxes, net of
refunds received, resulted in a net refund of $9 million for the
six months ended June 30, 2018, compared to $6 million paid for
income taxes for the six months ended June 30, 2017.
The Company's net cash used in investing activities was
approximately $241 million for the six months ended June 30, 2018,
compared to net cash provided by investing activities of
approximately $596 million for the six months ended June 30, 2017,
a decrease of approximately $837 million. The cash used in
investing activities was primarily impacted by a decrease in
proceeds from the disposition of hospitals and other ancillary
operations of $833 million as a result of fewer hospital
dispositions in the first six months of 2018 compared to the same
period in 2017, an increase in the cash used in the purchase of
property and equipment of $21 million and an increase of $6 million
in the cash used in the acquisition of facilities and other related
equipment (for physician practices, clinics and other ancillary
businesses as there were no hospital acquisitions during either the
six months ended June 30, 2018 or 2017). These increases in cash
outflows were offset by an increase in the proceeds from the sale
of property and equipment of $1 million, an increase in cash
provided by the net impact of the purchases and sales of
available-for-sale securities and equity securities of $15 million
and a decrease in cash used for other investments (primarily from
internal-use software expenditures and physician recruiting costs)
of $7 million for the six months ended June 30, 2018 compared to
the same period in 2017.
The Company's net cash used in financing activities was $208
million for the six months ended June 30, 2018, compared to $569
million for the six months ended June 30, 2017, a decrease of
approximately $361 million. The decrease in cash used in financing
activities, in comparison to the prior year period, is primarily
due to the net effect of our debt repayment, refinancing activity,
and cash paid for deferred financing costs and other debt-related
costs.
There have been no material changes outside of the ordinary course
of business to the Company's upcoming cash obligations during the
six months ended June 30, 2018 from those disclosed in its 2017
Form 10-K, other than arising from the Fourth Amendment and
Restatement Agreement to the Credit Facility, the ABL Facility and
the exchange offers for its outstanding notes.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/ZjStRu
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.
* * *
As reported by the TCR on July 2, 2018, S&P Global Ratings raised
its corporate credit rating on Franklin, Tenn.-based hospital
operator Community Health Systems Inc. to 'CCC+' from 'SD'
(selective default). The outlook is negative. "The upgrade of
Community to 'CCC+' reflects the company's longer-dated debt
maturity schedule, and our view that its efforts to rationalize its
hospital portfolio as well as improve financial performance and
cash flow should strengthen credit measures over the next 12 to 18
months."
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.
CONCORDIA INTERNATIONAL: Will Release its Q2 Results on Aug. 8
--------------------------------------------------------------
Concordia International Corp. intends to release its second
quarter, 2018 financial results before market open on Wednesday,
Aug. 8, 2018.
The Company will subsequently hold a conference call that same day,
Wednesday, Aug. 8, 2018, at 8:30 a.m. ET hosted by Mr. Graeme
Duncan, chief executive officer, and other senior management. A
question-and-answer session will follow the corporate update.
Conference Call Details
Date: Wednesday, August 8, 2018
Time: 8:30 a.m. ET
Dial-in Number: (647) 427-7450 or (888) 231-8191
Taped Replay: (416) 849-0833 or (855) 859-2056
Reference Number: 6789157
This call is being webcast and can be accessed by going to:
https://event.on24.com/wcc/r/1799423/F21E5FA2BC1CB996810D476F399AE8E2
An archived replay of the webcast will be available by clicking the
link above.
Due to the timing of the disclosure of its second quarter results
and the desire to have those results approved by the current board
of directors, the Company has extended the closing of its
previously announced recapitalization transaction described in the
Company's management information circular dated May 15, 2018.
The Company now expects the Recapitalization Transaction will be
completed on or about Aug. 14, 2018, subject to the satisfaction or
waiver of all other conditions to the plan of arrangement under the
Canada Business Corporations Act pursuant to which the
Recapitalization Transaction is being implemented.
About Concordia
Based in Ontario, Canada, Concordia -- http://www.concordiarx.com/
-- is an international specialty pharmaceutical company with a
diversified portfolio of more than 200 patented and off-patent
products, and sales in more than 90 countries. Going forward, the
Company is focused on becoming a leader in European specialty,
off-patent medicines. Concordia operates out of facilities in
Oakville, Ontario and, through its subsidiaries, operates out
facilities in Oakville, Ontario and, through its subsidiaries,
operates out of facilities in Bridgetown, Barbados; London, England
and Mumbai, India.
Concordia reported a net loss of US$1.59 billion for the year ended
Dec. 31, 2017, compared to a net loss of US$1.31 billion for the
year ended Dec. 31, 2016. As of March 31, 2018, Concordia had
US$2.32 billion in total assets, US$4.30 billion in total
liabilities and a total shareholders' deficit of US$1.97 billion.
* * *
Moody's Investors Service downgraded the Corporate Family Rating of
Concordia to 'Ca' from 'Caa3'. "Concordia's Ca Corporate Family
Rating reflects its very high financial leverage, ongoing operating
headwinds, and imminent risk of a debt restructuring. Moody's
estimates adjusted debt/EBITDA will exceed 9.0x over the next 12
months as earnings decline on a year over year basis," as reported
by the TCR on Oct. 27, 2017.
As reported by the TCR on July 23, 2018, S&P Global Ratings lowered
its issuer credit rating on Concordia International Corp. to 'D'.
The downgrade follows the announcement of a final court order from
the Ontario Superior Court of Justice approving the plan of
arrangement under the Canada Business Corporations Act, pursuant to
which the recapitalization transaction is being implemented.
COURTSIDE CONDOMINIUMS: RS18 Buying Orem Property for $15 Million
-----------------------------------------------------------------
Courtside Condominiums, LC, asks the U.S. Bankruptcy Court for the
District of Utah to authorize the sale of the real property located
at 530 South 1200 West, Orem, Utah, 84058, Utah, which consists of
an apartment building with 163 units, to RS18 Courtside, LLC for
$15 million, subject to higher and better offers.
The Debtor owns the Property.
The Real Property is subject to these liens, which will be treated
in the Sale as described:
A. Security Service Federal Credit Union ("SSFCU"): SSFCU holds
a secured claim in the amount of $12,455,227 as of the Petition
Date. At the closing of the Sale, the Debtor will pay SSFCU's then
secured claim (including reasonable attorney's fees and costs) in
full.
B. Utah County: The Debtor proposes that the Purchaser assume
payment of any real property taxes owing to Utah County.
The Debtor entered into the Commercial Real Estate Purchase
Contract ("REPC") with the Purchaser to sell the Property for $15
million, with $100,000 earnest money deposit. The Debtor believes
this offer will provide sufficient funds to pay all creditors in
full and reserves the right, in its sole discretion, to accept
higher and better offers.
In conjunction with the Sale of the Property, the Debtor asks to
assume and assign to the Purchaser all agreements identified on
Schedule G of its Bankruptcy Schedules filed on June 15, 2018. The
Debtor's records show that it is current under all obligations owed
under the terms of the Leases. Accordingly, no cure amounts are
owed to any Counterparty.
The Debtor asks that the Court authorizes the sale of the Property
"as is, where is," without warranty and, except as to the real
property taxes owed to Utah County, which the Buyer must assume,
free and clear of all liens, interests, and encumbrances which may
be asserted against the Property, with any such liens, claims, and
encumbrances to attach to the proceeds of the sale.
The Debtor will circulate the Cure Notice to the Counterparties
within three days after notice of the Motion, which will provide
Counterparties with sufficient opportunity to assess the proposed
Cure Amounts and assert any objections.
The Debtor's decision to sell the Property is a reasonable business
decision under the circumstances. Prior to filing the Petition,
SSFCU recorded a notice of default against the Property on Feb. 26,
2018, and a dispute with the previous manager of the Property was
ongoing. The Debtor has found a willing buyer that will satisfy
the obligations owed to SSFCU in full and likely provide a return
sufficient to pay all allowed unsecured creditors in full.
Further, if the Sale is not approved by Aug. 24, 2018, the Debtor
will not be able to continue use of cash collateral. Accordingly,
in its business judgment, the Sale is in the best interest of the
estate and creditors.
Finally, the Debtor asks the Court to waive the automatic 14-day
stay otherwise applicable under Bankruptcy Rules 6004(h) and
6006(d).
A copy of the Contract attached to the Motion is available for free
at:
http://bankrupt.com/misc/Courtside_Condominiums_27_Sales.pdf
About Courtside Condominiums
Courtside Condominiums, L.C. owns an apartment complex in West
Orem, Utah.
Courtside Condominiums filed a voluntary petition under Chapter 11
of the Bankruptcy Code (Bank. D. Utah Case No. 18-24074) on June 1,
2018. In the petition signed by Robert Conte, managing member, the
Debtor estimated $10 million to $50 million in assets and
liabilities. The case is assigned to Judge Kevin R. Anderson.
Ellen E. Ostrow, Esq., at Holland & Hart LLP, is the Debtor's
counsel.
DAVID'S BRIDAL: Bank Debt Trades at 11% Off
-------------------------------------------
Participations in a syndicated loan under which David's Bridal Inc.
is a borrower traded in the secondary market at 88.83
cents-on-the-dollar during the week ended Friday, July 20, 2018,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 1.16 percentage points from the
previous week. David's Bridal pays 375 basis points above LIBOR to
borrow under the $520 million facility. The bank loan matures on
October 11, 2019. Moody's rates the loan 'Caa2' and Standard &
Poor's gave a 'CCC-' rating to the loan. The loan is one of the
biggest gainers and losers among 247 widely quoted syndicated loans
with five or more bids in secondary trading for the week ended
Friday, July 20.
DEL MONTE: Bank Debt Trades at 13% Off
--------------------------------------
Participations in a syndicated loan under which Del Monte Pacific
Ltd. is a borrower traded in the secondary market at 86.83
cents-on-the-dollar during the week ended Friday, July 20, 2018,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 1.31 percentage points from the
previous week. Del Monte pays 325 basis points above LIBOR to
borrow under the $710 million facility. The bank loan matures on
February 18, 2021. Moody's rates the loan 'Caa1' and Standard &
Poor's gave a 'CCC+' rating to the loan. The loan is one of the
biggest gainers and losers among 247 widely quoted syndicated loans
with five or more bids in secondary trading for the week ended
Friday, July 20.
DITECH HOLDING: Bank Debt Trades at 5% Off
------------------------------------------
Participations in a syndicated loan under which Ditech Holding
Corporation is a borrower traded in the secondary market at 94.75
cents-on-the-dollar during the week ended Friday, July 20, 2018,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 0.52 percentage points from the
previous week. Ditech Holding pays 600 basis points above LIBOR to
borrow under the $1.156 billion facility. The bank loan matures on
June 30, 2022. Moody's rates the loan 'Caa2' and Standard & Poor's
gave a 'CCC+' rating to the loan. The loan is one of the biggest
gainers and losers among 247 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday,
July 20.
DONCASTERS FINANCE: Bank Debt Trades at 4% Off
----------------------------------------------
Participations in a syndicated loan under which Doncasters Finance
US LLC is a borrower traded in the secondary market at 95.65
cents-on-the-dollar during the week ended Friday, July 20, 2018,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 0.62 percentage points from the
previous week. Doncasters Finance pays 375 basis points above LIBOR
to borrow under the $159 million facility. The bank loan matures on
March 27, 2020. Moody's rates the loan 'B3' and Standard & Poor's
gave a 'B-' rating to the loan. The loan is one of the biggest
gainers and losers among 247 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday,
July 20.
DRULEYSOUTH INC: Taps Marcos D. Oliva as Legal Counsel
------------------------------------------------------
Druleysouth Inc. received approval from the U.S. Bankruptcy Court
for the Southern District of Texas to hire Marcos D. Oliva, P.C. as
its legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; represent the Debtor in any potential sale of its
assets and any post-petition financing transaction; assist in the
preparation of a plan of reorganization; and provide other services
related to its Chapter 11 case.
The firm's attorneys and legal assistants will charge $300 per hour
and $125 per hour, respectively.
Marcos D. Oliva does not represent any interest adverse to the
Debtor and its estate, according to court filings.
The firm can be reached through:
Marcos D. Oliva, Esq.
Leigh Ann Tognetti, Esq.
Jana Smith Whitworth, Esq.
Marcos D. Oliva P.C.
223 W. Nolana Boulevard
McAllen, TX 78504
Phone: (956) 683-7800
Fax: (866) 868-4224
Email: marcos@oliva.law
Email: leighann@oliva.law
Email: jana@oliva.law
About Druleysouth
Druleysouth, Inc., filed a Chapter 11 petition (Bankr. S.D. Tex.
Case No. 18-70182) on May 17, 2018. In the petition signed by John
D. Druley, president, the Debtor estimated $50,001 to $100,000 in
assets and $500,001 to $1 million in liabilities. The Debtor
tapped Marcos D. Oliva, P.C. as its legal counsel.
DUBLIN MANAGEMENT: Committee Taps Bederson LLP as Accountant
------------------------------------------------------------
The official committee of unsecured creditors of Dublin Management
Associates of NJ, Inc., received approval from the U.S. Bankruptcy
Court for the District of New Jersey to hire Bederson LLP as its
accountant.
The firm will assist the committee in reviewing the financial
affairs of the Debtor; assist in litigation support if necessary;
and provide any related services required by the committee.
The firm will charge these hourly rates:
Partners $390 to $515
Managers $305 to $325
Senior Accountants $265
Semi Senior Accountants $240
Staff Accountants $170
Paraprofessionals $170
Timothy King, a certified public accountant employed with Bederson,
disclosed in a court filing that he and his firm are
"disinterested" as defined in Section 101(14) of the Bankruptcy
Code.
Bederson can be reached through:
Timothy J. King
Bederson LLP
347 Mt. Pleasant Ave., Suite 200
West Orange, NJ 07052
Phone: 973-530-9140 / 973-736-3333
Fax: 973-736-9219
Email: tking@bederson.com
About Dublin Management Associates
Dublin Management Associates of New Jersey, Inc., doing business as
Lynch Industries, is in the window and lobby displays and cutouts
business.
Dublin Management Associates sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D.N.J. Case No. 18-14501) on March 7,
2018. In the petition signed by Michael Carrozza, president and
CEO, the Debtor $1 million to $10 million in assets and $1 million
to $10 million in liabilities. The Hon. Christine M. Gravelle
presides over the case.
The Debtor hired Albert A. Ciardi, III, Esq. of Ciardi Ciardi &
Astin, P.C. as bankruptcy counsel.
An official committee of unsecured creditors was appointed in the
Debtor's case. The Committee retained Trenk, DiPasquale, Della
Fera & Sodono, P.C., as its legal counsel.
EDUARDO MENDOZA: Proposes $60K Sale of Three Vehicles
-----------------------------------------------------
E. Mendoza Co., Inc., and Condado 2, LLC, ask the U.S. Bankruptcy
Court for the District of Puerto Rico to authorize the sale of the
following vehicles: (i) white 2008 Mercedes Benz, VIN
WDDNG71X78A192308, plate number HF1455; (ii) White 2008 Mercedes
Benz, VIN WDDNG71X78A192308, plate number HEL481; and (iii) black
2010 Chevrolet Corvette, VIN 1G1YW2DW8A5109363, plate number
HUC406, using the values established in the market for the sale
price.
On Dec. 30, 2016, the Debtor listed in Amended Schedule A/B the
Vehicles. Although in the Amended Schedule A/B the Debtor
disclosed that two of these Vehicles were leased with Popular
Leasing, the Debtor now informs that it has since obtained a valid
ownership title to these Vehicles and they are not currently under
any lease agreement. The Debtor attaches as Exhibit 1A - 1C the
three valid current vehicle licenses.
Condado is a creditor with secured claims in the amounts of
$2,937,960 and $656,496 as per Proof of Claims Nos. 12-1 and 13-2,
respectively, which have not been objected and are deemed allowed.
These loans are guaranteed by the Debtor's principals. As a result
of an agreement with the Debtor's principals for the benefit of the
case and to service Condado's aforementioned secured loans, Condado
consents the sale of the Vehicles to fund the Plan of
Reorganization and/or purchase inventory and/or pay part of the
debt service of the secured debt.
The Debtor will sell the Vehicles using the values established in
the market (e.g. blue book value) for the sale price. According to
the values established in the Blue Book values, the Debtor
reasonably understands that it will obtain the approximate amount
of $60,000 in the sale of the three Vehicles. Pursuant to the
market value examined, the values are as follows: Mercedes Benz
S550 2018 - $20,990; Mercedes Benz C300 2008 - $11,999; and
Chevrolet Corvette 2010 - $26,999.
The Debtor submits that from the proceeds obtained from the sale of
the Vehicles it will use 50% for the purchase of inventory and the
remaining 50% will be distributed to service Condado's secured
loans. In addition, the Debtor must also become current with the
outstanding cash collateral protection payments for the months of
April and May 2018.
The transfer of the Vehicles will be free and clear of liens.
The Debtor will make payments on Condado's secured claims and any
amounts owed over the secured claims will be partially paid from
the proceeds of the sale. The remaining proceeds from the sale of
the property will be used as described.
Because the closing agreed by Condado with the Debtor's principals
to enhance the Debtor's reorganization (also considering Condado's
secured loans), the Parties also ask the Court to shorten the
objection period to seven days. The parties will file a separate
motion to that effect.
About Eduardo Mendoza Corporation
Eduardo Mendoza Corporation filed a Chapter 11 bankruptcy petition
(Bankr. D.P.R. Case No. 16-06672) on Aug. 22, 2016. In the
petition signed by Mara Fernandez Torres, secretary, the Debtor
estimated assets at $0 to $50,000 and liabilities at $100,001 to
$500,000 at the time of the filing. The Debtor is represented by
Nelson Robles Diaz, Esq., at the Nelson Robles Diaz Law Offices,
PSC.
ET SOLAR: RET Buying Mercedes-Benz GL-Class SUV for $31K
--------------------------------------------------------
ET Solar, Inc., asks the U.S. Bankruptcy Court for the Northern
District of California to authorize the sale of a 2013
Mercedes-Benz GL-Class SUV, 4JDGF7CE6DA258292, mileage 68,170, to
RET Equipment, Inc. for $31,000, subject to overbid.
Use of the Vehicle has, to this point, been provided as a benefit
of employment to the Chairman of the Debtor, Xinghua Wang.
Chairman Wang is no longer on the payroll, so use of the vehicle is
not necessary for the Debtor's operations. The Debtor has elected
to sell it to increase estate liquidity.
The Debtor obtained a Carmax dealer appraisal for the Vehicle in
December 2017, following an in-person inspection at the Carmax
location in Pleasanton, California to assess its actual condition.
The Vehicle was appraised at $31,000. Based on the foregoing, the
Debtor's opinion of the value of the Vehicle is the same as the
in-person appraisal: $31,000.
The Debtor has negotiated an oral agreement to sell the Vehicle to
RET Equipment, Inc. for $31,000. The Sole
shareholder/director/officer of RET Equipment, the record address
or which is the same as that of the Debtor, is Xiaoyan Wang.
Xiaoyan Wang is, to the best of the Debtor's knowledge and
following a reasonable investigation, unrelated to Xinghua Wang and
not an officer, shareholder, board member, or director of the
Debtor. The sale is subject to overbid by any person or entity at
the time.
The Debtor is selling the Vehicle "as is" without any
representation or warranty. NC State Renewables, LLC asserts a
lien on all of the Debtor's assets owing to the UCC-1 Financing
Statement filed on Dec. 1, 2017. NC State is not listed as a
lienholder against the Vehicle on its certificate of title, nor
does NC State Renewables hold the certificate of title as
additional collateral. NC State will nevertheless consent to the
sale in writing prior to the hearing on the Motion.
A hearing on the Motion is set for July 26, 2018 at 10:00 a.m.
About ET Solar
Based in Pleasanton, California, ET Solar, Inc., is a solar energy
equipment supplier. ET Solar sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. N.D. Cal. Case No. 17-43031) on Dec. 4,
2017. In the petition signed by Steppe Hao, its president, the
Debtor estimated assets of less than $50,000 and liabilities of $10
million to $50 million. Judge Charles Novack presides over the
case. Binder & Malter, LLP, is the Debtor's legal counsel; and
Sensiba San Filippo LLP is the accountant.
ETERON INC: JVIS Buying Business Property for $380K
---------------------------------------------------
Eteron, Inc., asks the U.S. Bankruptcy Court for the Eastern
District of Michigan to authorize the sale of business property,
including the equipment, inventory, all vehicles, and personal
property located at the Debtor's facility, and all licenses,
designated contracts, easements, covenants, and related rights
necessary or appropriate for operation of the manufacturing
facility, to JVIS Investments, Inc. for $380,000, subject to
overbid.
Given its cashflow challenges, the Debtor's continuing obligations
to its creditors and its estate, and the loss of its largest
customers, the sale of its Business Property to JVIS is well within
its reasonable business judgment. More than half of the
manufacturing work done by the Debtor was provided to CPK.
Following the loss of its CPK work (the Debtor's largest customer),
the Debtor's principal became aware that several other clients
began preparations to move their flocking work away from Debtor
based on growing concerns surrounding Debtor's ability to continue
supplying flocked parts.
For this reason, the Debtor, in the exercise of its best business
judgment, has determined that selling the Business Property to
JVIS, (which is affiliated with its current client and known by the
Debtor to be financially sound), will greatly enhance the Debtor's
ability to complete its orderly liquidation and maximize the return
to its creditors.
The sale of the Business Property to JVIS is a key component of
what must be accomplished before the Debtor may seek confirmation
of a plan of liquidation, a process that could begin in earnest
very shortly after completion of the sale.
Because the proposed sale to JVIS is subject to higher and better
offers, and because Old National Bank may wish to "credit bid" its
secured claim against the Business Property, the Debtor
respectfully asks that the Court adopts bidding guidelines that
will ensure that the Business Property is sold on commercially
reasonable terms and that the value of the Business Property is
maximized for the benefit of all creditors.
In accordance with the Purchase Agreement, dated June 21, 2018,
between the Debtor and JVIS, JVIS has agreed subject to bankruptcy
court approval to purchase, and the Debtor has agreed to sell, the
Business Property under these terms and conditions:
a. Purchase Price: The Business Property (including the
equipment, inventory, all vehicles, and personal property located
at the Debtor's facility, and all licenses, designated contracts,
easements, covenants, and related rights necessary or appropriate
for operation of the manufacturing facility) is to be sold to JVIS
for $380,000, subject to higher and better offers solicited at a
public auction conducted in the Court.
b. Closing: No later than July 27, 2018
c. Executory Contracts" The Debtor, as a condition precedent
to the Closing, is to assume and assign to JVIS or the highest
bidder all executory contracts so designated for assumption by JVIS
pursuant to the Purchase Agreement.
d. Operation of Business Property: JVIS or the highest bidder
will assume operation at Closing.
e. Higher and Better Offers: The Purchase Agreement is subject
to higher and better offers, such offers to conform with all
requirements set forth in the Motion and Order Approving Sale
Procedures filed concurrent with the Motion.
f. Break-Up Fee and Overbid Procedure: In the event that JVIS
is outbid in accordance with the Bid Procedures Order it will be
entitled to a $25,000 break-up fee to compensate for its investment
in the sale process and negotiations required to complete the
Purchase Agreement.
The Purchase Agreement provides that the Business Property be sold
to JVIS free and clear of all liens against that property, most
specifically the purported lien held by the Lender, but also
including any unrecorded mechanic's and materialmen's liens or
utility charges.
A copy of the APA attached to the Motion is available for free at:
http://bankrupt.com/misc/Eteron_Inc_86_Sales.pdf
The Purchaser is represented by:
ALLARD & FISH PC
Deborah L. Fish, Esq.
1001 Woodward Ave.
Suite 850
Detroit, MI 48226
E-mail: difsh@allardfishpc.com
About Eteron Inc.
Eteron, Inc., is a privately-held company in Farmington, Michigan
engaged in paint, coating, and adhesive manufacturing. It is
affiliated with Sakura, LLC, which sought bankruptcy protection
(Bankr. E.D. Mich. Case No. 18-45163) on April 9, 2018.
Eteron sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. E.D. Mich. Case No. 18-45161) on April 9, 2018. In the
petition signed by John C. Kim, II, president, the Debtor estimated
assets and liabilities of $1 million to $10 million. Judge Phillip
J. Shefferly presides over the case.
EXPERA SPECIALTY: S&P Puts 'B+' ICR on CreditWatch Positive
-----------------------------------------------------------
S&P Global Ratings placed its ratings on Expera Specialty Solutions
LLC, including the 'B+' issuer credit and 'BB-' issue-level ratings
on the company's senior secured term loan B, on CreditWatch with
positive implications. The recovery rating on Expera's debt remains
'2', which indicates S&P's expectation for substantial (70%-90%;
rounded estimate: 75%) recovery in the event of payment default.
Expera announced on July 23, 2018 that both parties have signed a
definitive agreement for Ahlstrom-Munksjo, a Finnish paper company,
to acquire all its shares for an undisclosed amount. Ahlstrom also
intends to pay off Expera's term loan (due 2023; $281 million
outstanding as of Dec. 31, 2017) when the transaction closes.
S&P said, "The CreditWatch positive placement reflects our
expectation that Ahlstrom will pay off Expera's debt. We expect
that Expera will no longer exist as a stand-alone entity when the
transaction is finalized but will be integrated into Ahlstrom's
operations. As a result, we expect to discontinue the rating when
the transaction closes."
EYEPOINT PHARMACEUTICALS: Files Resale Prospectus of 49.5M Shares
-----------------------------------------------------------------
Eyepoint Pharmaceuticals, Inc., has filed a Form S-3 registration
statement with the Securities and Exchange Commission relating to
the resale, from time to time, by EW Healthcare Partners L.P., EW
Healthcare Partners-A L.P., Mark J Foley and Dana Foley Trustees,
Foley Family Trust UA 4/10/02, Rosalind Master Fund L.P., and SWK
Funding LLC of up to 49,461,584 shares of the Company's common
stock, par value $0.001 per share, which includes (i)
28,790,548 issued and outstanding shares of the Company's common
stock and (ii) 20,671,036 shares of common stock issuable upon
exercise of certain outstanding common stock purchase warrants
issued and sold by the Company. The Company is not selling any
shares of common stock under this prospectus and will not receive
any proceeds from the sale of shares of common stock by the selling
stockholders. To the extent the warrants are exercised for cash,
if at all, the Company will receive the exercise price of those
warrants; however, the Company cannot predict when or if the
warrants will be exercised and it is possible that the warrants may
expire and never be exercised, in which case the Company would not
receive any cash proceeds. The selling stockholders will bear all
commissions and discounts, if any, attributable to the sale of the
shares. The Company will bear all costs, expenses and fees in
connection with the registration of the shares.
The Company's common stock is listed on the Nasdaq Global Market
under the symbol "EYPT." On July 24, 2018, the closing price of
its common stock was $2.26 per share.
A full-text copy of the prospectus is available for free at:
https://is.gd/OZCtaD
About EyePoint Pharmaceuticals
EyePoint Pharmaceuticals, formerly pSivida Corp. --
http://www.eyepointpharma.com/-- headquartered in Watertown, MA,
is a specialty biopharmaceutical company committed to developing
and commercializing innovative ophthalmic products in indications
with high unmet medical need to help improve the lives of patients
with serious eye disorders. The Company has developed three of
only four FDA-approved sustained-release treatments for
back-of-the-eye diseases. The Company's pre-clinical development
program is focused on using its core Durasert platform technology
to deliver drugs to treat wet age-related macular degeneration,
glaucoma, osteoarthritis and other diseases.
pSivida reported a net loss of $18.48 million on $7.54 million of
total revenues for the fiscal year ended June 30, 2017, compared
with a net loss of $21.55 million on $1.62 million of total
revenues in 2016. As of March 31, 2018, Eyepoint had $50.15
million in total assets, $41.96 million in total liabilities and
$8.19 million in total stockholders' equity.
In its report on the consolidated financial statements for the year
ended June 30, 2017, Deloitte & Touche LLP stated that the
Company's anticipated recurring use of cash to fund operations in
combination with no probable source of additional capital raises
substantial doubt about its ability to continue as a going concern.
FALLS AT MCMINNVILLE: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: The Falls at McMinnville, LLC
9067 South 1300 West, Suite 301
West Jordan, UT 84088
Business Description: The Falls at McMinnville, LLC is part of
the Falls Consolidated Enterprise that
offers event spaces or venues for
conferences, annual holiday parties, family
reunions, high school proms, birthday
parties, banquets, meetings, baby showers
and more. Visit https://is.gd/8FtiAL for
more information.
Chapter 11 Petition Date: July 27, 2018
Case No.: 18-25492
Court: United States Bankruptcy Court
District of Utah (Salt Lake City)
Judge: Hon. Kevin R. Anderson
Debtor's Counsel: Brent D. Wride, Esq.
RAY QUINNEY & NEBEKER P.C.
36 South State Street, Suite 1400
Salt Lake City, UT 84111
Tel: (801) 532-1500
E-mail: bwride@rqn.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Brooks Pickering, manager.
The Debtor stated it has no unsecured creditors.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/utb18-25492.pdf
FANNIE MAE: Accepts Resignation of Frederick Harvey as Director
---------------------------------------------------------------
Fannie Mae's Board of Directors has accepted Frederick B. "Bart"
Harvey's resignation from the Board of Directors effective Aug. 1,
2018, following his completion of ten years of service on the
Board. Absent a waiver, Federal Housing Finance Agency corporate
governance regulations limit service on Fannie Mae's Board of
Directors to ten years or age 72, whichever comes first.
About Fannie Mae and Freddie Mac
Federal National Mortgage Association (OTCQB: FNMA), commonly known
as Fannie Mae -- http://www.FannieMae.com/-- is a
government-sponsored enterprise (GSE) that was chartered by U.S.
Congress in 1938 to support liquidity, stability and affordability
in the secondary mortgage market, where existing mortgage-related
assets are purchased and sold. Through its single-family and
multifamily business segments, the Company provided approximately
$570 billion in liquidity to the mortgage market in 2017, which
enabled the financing of approximately 3 million home purchases,
refinancings or rental units.
A brother organization of Fannie Mae is the Federal Home Loan
Mortgage Corporation (FHLMC), better known as Freddie Mac. Freddie
Mac (OTCBB: FMCC) -- http://www.FreddieMac.com/-- was established
by Congress in 1970 to provide liquidity, stability and
affordability to the nation's residential mortgage markets. Freddie
Mac supports communities across the nation by providing mortgage
capital to lenders.
Fannie Mae has been under conservatorship, with the Federal Housing
Finance Agency acting as conservator, since Sept. 6, 2008. As
conservator, FHFA succeeded to all rights, titles, powers and
privileges of the company, and of any shareholder, officer or
director of the company with respect to the Company and its assets.
The conservator has since delegated specified authorities to the
Company's Board of Directors and has delegated to management the
authority to conduct its day-to-day operations. Fannie Mae's
directors do not have any fiduciary duties to any person or entity
except to the conservator and, accordingly, are not obligated to
consider the interests of the Company, the holders of its equity or
debt securities, or the holders of Fannie Mae MBS unless
specifically directed to do so by the conservator.
FANNIE MAE: Appoints David Benson as President
----------------------------------------------
Fannie Mae, formally, the Federal National Mortgage Association,
announced that the company has separated the role of president and
chief executive officer, and appointed David C. Benson, age 58, as
president of the company, effective Aug. 6, 2018. In this role,
Mr. Benson will report to the chief executive officer and manage
the day-to-day business and operations of the company, including
the ongoing execution of the company's strategy. Once he becomes
president, Mr. Benson will cease serving as Fannie Mae's executive
vice president and chief financial officer, a position he has held
since April 2013. Mr. Benson previously served as executive vice
president -- Capital Markets, Securitization & Corporate Strategy
from 2012 to April 2013 and as executive vice president -- Capital
Markets from 2009 to 2012. He also served as treasurer from 2010
to 2012. Mr. Benson previously served as Fannie Mae's executive
vice president -- Capital Markets and Treasury from 2008 to 2009,
as Fannie Mae's senior vice president and treasurer from 2006 to
2008, and as Fannie Mae's vice president and assistant treasurer
from 2002 to 2006. Prior to joining Fannie Mae, Mr. Benson was
managing director in the fixed income division of Merrill Lynch &
Co. From 1988 through 2002, he served in several capacities at
Merrill Lynch in the areas of risk management, trading, debt
syndication and e-commerce based in New York and London.
Under the revised leadership structure, Fannie Mae's current
President and Chief Executive Officer, Timothy J. Mayopoulos, will
no longer serve as president, effective Aug. 6, 2018. On July 23,
2018, Mr. Mayopoulos notified the company that he will step down
from his position as chief executive officer and as a member of the
company's Board of Directors by the end of the year. He will
remain the Company's chief executive officer and a member of the
company's Board of Directors until his departure. As chief
executive officer, he will continue to set the overall enterprise
vision and strategic direction of the company, and oversee the
company's control functions. The Board of Directors announced that
it will conduct a search for a successor to Mr. Mayopoulos.
On July 23, 2018, Fannie Mae also appointed Celeste M. Brown, age
42, as executive vice president and chief financial officer of the
company, effective Aug. 6, 2018. Once she becomes executive vice
president and chief financial officer, Ms. Brown will cease serving
as Fannie Mae's senior vice president and deputy chief financial
officer, a position she has held since May 2017, when she joined
Fannie Mae. Prior to joining Fannie Mae, Ms. Brown served in a
variety of roles at Morgan Stanley from 1999 to April 2017,
including as Global Treasurer from November 2014 to April 2017 and
as Head of Investor Relations from October 2010 to November 2014.
About Fannie Mae and Freddie Mac
Federal National Mortgage Association (OTCQB: FNMA), commonly known
as Fannie Mae -- http://www.FannieMae.com/-- is a
government-sponsored enterprise (GSE) that was chartered by U.S.
Congress in 1938 to support liquidity, stability and affordability
in the secondary mortgage market, where existing mortgage-related
assets are purchased and sold. Through its single-family and
multifamily business segments, the Company provided approximately
$570 billion in liquidity to the mortgage market in 2017, which
enabled the financing of approximately 3 million home purchases,
refinancings or rental units.
A brother organization of Fannie Mae is the Federal Home Loan
Mortgage Corporation (FHLMC), better known as Freddie Mac. Freddie
Mac (OTCBB: FMCC) -- http://www.FreddieMac.com/-- was established
by Congress in 1970 to provide liquidity, stability and
affordability to the nation's residential mortgage markets. Freddie
Mac supports communities across the nation by providing mortgage
capital to lenders.
Fannie Mae has been under conservatorship, with the Federal Housing
Finance Agency acting as conservator, since Sept. 6, 2008. As
conservator, FHFA succeeded to all rights, titles, powers and
privileges of the company, and of any shareholder, officer or
director of the company with respect to the Company and its assets.
The conservator has since delegated specified authorities to the
Company's Board of Directors and has delegated to management the
authority to conduct its day-to-day operations. Fannie Mae's
directors do not have any fiduciary duties to any person or entity
except to the conservator and, accordingly, are not obligated to
consider the interests of the Company, the holders of its equity or
debt securities, or the holders of Fannie Mae MBS unless
specifically directed to do so by the conservator.
FCA US: Court Denies Bid to Certify Classes in "Victorino" Suit
---------------------------------------------------------------
In the case, CARLOS VICTORINO and ADAM TAVITIAN, individually, and
on behalf of other members of the general public similarly
situated, Plaintiffs, v. FCA US LLC, a Delaware limited liability
company, Defendant, Case No. 16cv1617-GPC (JLB) (S.D. Cal.), Judge
Gonzalo P. Curiel of the U.S. District Court for the Southern
District of California denied the Plaintiffs' amended motion for
class certification filed on April 6, 2018.
The Plaintiffs filed a putative first amended class action
complaint based on defects in the 2013-2016 Dodge Dart vehicles
equipped with a Fiat C635 manual transmission that cause their
vehicles' clutches to fail and stick to the floor against FCA, the
manufacturer of these vehicles, including the Plaintiffs' vehicles.
In their amended motion for class certification, the Plaintiffs
claim a design defect in the 2013-2015 Dodge Dart vehicles equipped
with a Fiat C635 manual transmission built on or before Nov. 12,
2014.
On Jan. 8, 2016, FCA implemented a voluntary customer service
action, Service Bulletin 06-001-16 entitled Clutch Pedal Operation
X62 Extended Warranty ("X62 Extended Warranty repair") to address
the issue of the contaminated hydraulic fluid caused by the
degradation of the clutch reservoir hose and involved the
replacement of the hydraulic clutch master cylinder and reservoir
hose for the 2013-2015 Dodge Dart vehicles.
In the litigation, the Plaintiffs claim that the X62 Extended
Warranty repair failed to fully address and repair the defect and
ignores the systemic effect of the contaminated hydraulic fluid.
The Defendant denies that the alleged defects exist. The defense
points out that the seal swelling condition could affect only 16%
of the Class Vehicles because each Class Vehicle has component
parts that are manufactured differently. According to the defense,
the existence of the defect depends entirely on the amount of
plasticizer in the reservoir hose, the size and position of the
clutch system seals and the level of the varying tolerances.
The FAC alleged five causes of action for violations of
California's Consumer Legal Remedies Act, California's unfair
competition law ("UCL"), breach of implied warranty pursuant to
Song-Beverly Consumer Warranty Act, breach of implied warranty
pursuant to the Magnuson-Moss Warranty Act ("MMWA"), and unjust
enrichment. After the Court's ruling on the Defendant's motion for
summary judgment and subsequent motion for reconsideration, the
remaining causes of action are the breach of implied warranty of
merchantability under the Song-Beverly Act, the MMWA, and a UCL
claim premised on the breach of implied warranty claims.
Because the Court's ruling on reconsideration was filed after the
motion for class certification and opposition were filed and
discusses the CLRA and related claims, the Court only addresses the
issues as it relates to the remaining state and federal claims for
a breach of implied warranty of merchantability as well as the UCL
claim. Furthermore, after the hearing on class certification, on
June 4, 2018, the parties filed a notice of a potential settlement
with Plaintiff Tavitian. Accordingly, the denied Plaintiff
Tavitian's motion for class certification as moot and solely
addresses class certification as it relates to Plaintiff
Victorino.
Plaintiff Victorino seeks to certify the following:
i. Nationwide Implied Warranty Class to include, All persons
in the United States or its territories who purchased or leased,
from an authorized dealership, a Dart Vehicle.
ii. California Implied Warranty Class to include, All persons
who purchased or leased in California, from an authorized
dealership, a Dart Vehicle.
iii. Injunctive Relief Class to include, All persons in
California who purchased or leased, from an authorized dealership,
a Dart Vehicle.
Judge Curiel concluded that the Rule 23(a) factors have been met.
However, he found that the Plaintiff's amended motion for class
certification failed to satisfy Rule 23(b). He found that because
the Plaintiff has not met the initial burden of demonstrating that
due process is satisfied for purposes of a nationwide class, he
cannot demonstrate that common issues predominate over the
different questions posed by each state's law. Accordingly, his
motion to certify a Nationwide Implied Warranty Class is denied.
While the Plaintiff has set forth a damages model, benefit of the
bargain, that is consistent with his theory of liability, in
application, he applies a full refund model which does not comport
to damages under a breach of the implied warranty requiring an
assessment of the "difference in the value represented and the
value actually received. Thus, the formula's application proposed
by Boyles does not establish that damages can be measured on a
classwide basis as individual inquiries will predominate in
assessing the value of the Clutch System components actually
received. In conclusion, the Judge found that predominance has not
been met on the issue of damage. Because he concluded that
predominance has not been met on the issue of damages, the Judge
held that the class action is not maintainable under Rule
23(b)(3).
Finally, the class definition includes those who purchased and sold
their vehicles; therefore, the Plaintiff has not demonstrated that
the injunction he seeks is applicable to the entire class. Those
who purchased and then sold their vehicles would not get the
benefit of the injunction. Moreover, those class members who have
already gotten the repairs done on their vehicles would not obtain
the benefit of the injunction. Accordingly, the Plaintiff has
failed to demonstrate that a Rule 23(b)(2) class may be certified.
The Defendant filed evidentiary objections to the Plaintiffs'
amended motion for class certification to Victorino's and
Tavitian's recent declarations dated April 5, 2018 that contradict
their deposition testimony taken in April 2017. FCA also objects
to Exhibit Z to D'Aunoy's declaration. The Plaintiffs oppose.
Since the Judge is ruling on a motion for class certification, the
sham affidavit rule is not applicable. Nonetheless, the Court may
consider inadmissible evidence on class certification.
Accordingly, the Judge overruled the Defendant's evidentiary
objections.
Based on the reasoning above, Judge Curiel denied Plaintiff
Victorino's amended motion for class certification and denied as
moot Plaintiff Tavitian's amended motion for class certification.
A full-text copy of the Court's June 13, 2018 Order is available at
https://is.gd/tihCFP from Leagle.com.
Carlos Victorino, individually, and on behalf of a class of
similarly situated individuals & Adam Tavitian, individually, and
on behalf of a class of similarly situated individuals, Plaintiffs,
represented by Cody R. Padgett -- Cody.Padgett@CapstoneLawyers.com
-- Capstone Law APC, Jordan L. Lurie --
Jordan.Lurie@CapstoneLawyers.com -- Capstone Law, APC, Robert
Kenneth Friedl -- Robert.Friedl@CapstoneLawyers.com -- Capstone Law
APC & Tarek H. Zohdy -- Tarek.Zohdy@CapstoneLawyers.com -- Capstone
Law APC.
FCA US LLC, a Delaware limited liability company, Defendant,
represented by Kathleen Ann Wisniewski --
kwisniewski@thompsoncoburn.com -- Thompson Coburn LLP, pro hac
vice, Scott H. Morgan -- smorgan@thompsoncoburn.com -- Thompson
Coburn LLP, pro hac vice, Stephen Anthony D'Aunoy --
sdaunoy@thompsoncoburn.com -- Thompson Coburn LLP, pro hac vice,
Thomas L. Azar, Jr. -- tazar@thompsoncoburn.com -- Thompson Coburn
LLP, pro hac vice, William M. Low, Higgs Fletcher & Mack LLP &
Edwin Mendelson Boniske -- boniske@higgslaw.com -- Higgs Fletcher &
Mack, LLP.
FHH PROPERTIES: Trustee Selling All Assets to Hamdan for $4.3M
--------------------------------------------------------------
R. Patrick Sharp, III, the Chapter 11 Trustee of FHH Properties,
LLC, and FNR Properties, LLC, asks the U.S. Bankruptcy Court for
the Eastern District of Louisiana to authorize the sale of
substantially all of the Debtors' assets to Hamdan Sons
Investments, Inc. for $4.3 million.
The Trustee also asks authority in connection with the sale to
settle a dispute brought by Infinity Fuels, Inc. related to
asserted rights of first refusal and branding covenants associated
with FNR's assets. Under the proposed settlement, Infinity will
release its right of first refusal and branding covenants and
resolve any and all claims it may have against the estates in
exchange for $100,000 at closing of the sale of FNR's assets as
long as such closing is completed by July 23, 2018. The proposed
Sale will also resolve objections filed by Shell Oil Co. with
respect to certain exclusive branding covenants associated with the
FNR assets.
The Trustee further asks approval of a settlement with Hancock
Whitney Bank related to the FNR assets in which Hancock Whitney
will reduce the payoff of its secured claim by $30,000 if and only
if the closing of the Sale with the Purchaser occurs by July 23,
2018 to free up additional consideration for the estate.
The salient terms of the Purchase and Sale Agreement are:
a. Property to be Sold: FHH will sell the convenience store
site located at 3101 Elysian Fields Ave. and FNR will sell the
convenience store located at 3032 Elysian Fields, Ave., in New
Orleans, Louisiana, together with the immovable property,
improvements, fixtures and related assets being more particularly
described in the PSA.
b. Purchase Price: The Proposed Purchaser's bid, subject to
certain continued diligence items, for the Acquired Property will
be $4.3 million, exclusive of any assumed liabilities and other
obligations to be performed or assumed by the Proposed Purchaser.
c. Allocation of Purchase Price: The PSA will allocate the
funds paid for the Acquired Property at sale between the assets of
FHH and FNR on an allocation set forth in the Trustee's Motion for
Order Allocating Purchase Price. Based on the proposed purchase
price of $4.3 million, the allocation would be $3,104,278 for 3101
Elysian and $1,195,772 for 3032 Elysian.
d. Free of Any and All Claims and Interests: All of the
Debtors' right, title, and interest in and to the Acquired
Property, or any portion thereof to be acquired, will be sold free
and clear of all Claims and Interests, such Claims and Interests to
attach to the net proceeds of the sale of such Purchased Assets.
e. Sale Hearing: July 18, 2018, at 10:00 a.m.
f. Break-up Fee / Expense Reimbursement: While the current
sale process does not contemplate an auction, the Trustee proposes
reserving the proposed break-up fee of $100,000 and expense
reimbursement of up to $150,000 to the Purchaser in the event, for
any reason, the Trustee pursues or Court orders a sale transaction
other than the proposed transaction with the Purchaser.
The settlements proposed by the Trustee resolve potential claims
and contracts affecting the sale process and will streamline the
resolution substantially while providing value to the estates. He
submits these resolutions resolve significant clouds on the sale
process and provide an optimal sale outcome, particularly under the
chaotic and emergency circumstances in which the Trustee began his
service in the case.
About FHH Properties
Each of FHH Properties and FNR Properties is a real estate company
based in New Orleans, Louisiana. They are affiliated with B
Express-Elysian Fields, LLC, which sought Chapter 7 bankruptcy
protection on Jan. 18, 2018. Fatmah Hamdan is the 100% owner of
all three businesses.
FHH Properties LLC based in Gretna, LA, and FNR Properties filed a
Chapter 11 petition (Bankr. E.D. La. Lead Case No. 18-10113) on
Jan. 18, 2018. In the petition signed by Fatmah Hamdan, managing
member and sole owner, FHH Properties estimated $1 million to $10
million in both assets and in liabilities. FNR Properties
estimated $500,0000 to $1 million in both assets and in
liabilities.
The Hon. Jerry A. Brown presides over the cases.
Robin R. De Leo, Esq., at The De Leo Law Firm, LLC, serves as
bankruptcy counsel to the Debtors; and Patrick Gros CPA, APAC, as
accountant.
R. Patrick Sharp, III, was appointed Chapter 11 trustee for the
Debtor. The Trustee hired Heller Draper Patrick Horn & Manthey,
LLC, as counsel.
FILBIN LAND: Boyette Petroleum Buying Westley Porperty for $2.5M
----------------------------------------------------------------
Filbin Land & Cattle Co., Inc., asks the U.S. Bankruptcy Court for
the Eastern District of California to authorize the sale of
approximately 10 acres located adjacent to the Ingram Creek Road
exit from Interstate 5 in the area of Westley, California to
Boyette Petroleum for approximately $2.5 million, subject to
overbid.
Filbin's sole material asset is approximately 97 acres of largely
unimproved real property located adjacent to the Ingram Creek Road
exit from Interstate 5 in the area of Westley, California. The
Filbin has negotiated a sale of approximately 10 acres of the
Filbin Property to Boyette for approximately $2.5 million. The
Sale Property is presently improved with an operating Shell
gasoline station and a restaurant which is not operating.
The Sale Agreement contemplates the potential for over bids.
Filbin submits that it would be appropriate to require any
potential bid or overbid to be for at least $2.7 million, all-cash,
on substantially the same terms as the Sale Agreement, to be
substantially non-contingent, and to be submitted with a $100,000
good faith deposit not later than Aug. 15, 2018. If no higher or
better offer is presented and the Sale Agreement remains
unmodified, Filbin asks authority to consummate the sale on the
basis of the Sale Agreement.
The Sale Agreement requires the Sale Property to be transferred to
the Buyer or an overbidder, free and clear of all rights, claims,
liens, leases and interests, specifically including the rights of
all of the Respondents, such rights, claims, liens, leases and
interests to re-attach to the proceeds of sale with the same
nature, extent and validity as they had against the Sale Property.
The named Respondents are:
a. The holders of liens encumbering the Sale Property,
including: the Tax Collector of Stanislaus County and the Filbin
Creditors: Dorothy M. Arnaud (individually, and as Co-Trustee of
the Patrick H. and Margaret J. Filbin Trust UTA dated Dec. 30,
1973); Helen P. Jacobson (individually, and as Co-Trustee of the
Patrick H. and Margaret J. Filbin Trust UTA dated Dec. 30, 1973);
Garry DeWolf (individually and Trustee of the estate of Jeanette
DeWolf); Mary Etta Filbin (for the interest of Edward J. Filbin);
James P. Filbin, and Thomas R. Filbin.
b. The holders of rights under leases, contracts and
judgment, including Fuel Source, Inc., DK Stephens Enterprises,
Precision Diesel, Rocky Fillippini and Mark D. Potter on behalf of
the Center for Disability, but only as regards the Sale Property.
c. The holders of creditor claims against and equity
interests in the estate and its Sale Property
A hearing on the Motion is set for July 12, 2018 at 10:30 a.m.
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.
FINANCIALLY FIT: Case Summary & Unsecured Creditor
--------------------------------------------------
Debtor: Financially Fit Holding Corp.
aka Financially Fit Bank
265 E. 100 S., Suite 200
Salt Lake City, UT 84111
Email: john@stevedown.com
Business Description: Financially Fit Holding Corp. is a financial
institution in Salt Lake City, Utah.
The Company owns a vacant office building in
Ogden, Utah containing approximately 79,685
square feet of former bank building lying on
1.26 acres in the central business district.
A broker valued the Property at between $3
million to $3.7 million.
Chapter 11 Petition Date: July 27, 2018
Court: United States Bankruptcy Court
District of Utah (Salt Lake City)
Case No.: 18-25493
Judge: Hon. Kimball R. Mosier
Debtor's Counsel: Jeffrey C. Howe, Esq.
JEFFREY C. HOWE
5442 S. 900 E, Ste. 513
Salt Lake City, UT 84117
Tel: (801) 831-9177
Fax: (801) 539-8353
E-mail: jchowelaw@gmail.com
Total Assets: At least $3,000,000
Total Liabilities: $2,238,941
The petition was signed by Steven Down, president.
The Debtor lists 24th & Washington LLC as its sole unsecured
creditor holding an unknown amount of claim.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/utb18-26493.pdf
FIRESTAR DIAMOND: Examiner Taps A&M as Financial Advisor
--------------------------------------------------------
John Carney, the examiner appointed in the Chapter 11 cases of
Firestar Diamond, Inc., and its affiliates, received approval from
the U.S. Bankruptcy Court for the Southern District of New York to
hire Alvarez & Marsal Disputes and Investigations, LLC, as his
financial advisor.
The firm will assist the examiner in his investigation into the
circumstances surrounding the alleged fraud involving a certain
Nirav Modi and certain employees of Punjab National Bank.
A&M will be paid at their customary hourly billing rates less a
discount for its services:
US$ Rates
Standard Discounted
-------- ----------
Bill Waldie, Managing Director $750 $563
Other Managing Directors $650 - $950 $553 - $808
Senior Directors $575 - $650 $489 - $553
Directors/Managers $450 - $575 $383 - $489
Senior Associates/Associates $350 - $450 $298 - $383
Global Intelligence
non-US $ Rates
Standard Discounted
-------- ----------
Bill Waldie, Managing Director - -
Other Managing Directors $625 $500
Senior Directors $525 $420
Directors/Managers $350 - $500 $280 - $400
Senior Associates/Associates $300 - $350 $240 - $280
William Waldie, managing director of A&M, disclosed in a court
filing that his firm is a "disinterested person" as defined in
section 101(14) of the Bankruptcy Code.
A&M can be reached through:
William B. Waldie
Alvarez & Marsal Disputes and Investigations, LLC
600 Madison Avenue, 8th Floor
New York, NY 10022
Tel: +1 212 759 4433
Fax: +1 212 759 5532
Email: bwaldie@alvarezandmarsal.com
About Firestar Diamond
Firestar Diamond Inc. procures, designs, manufactures, and
distributes diamond-studded jewelry. Firestar Diamond's operations
span the USA, Europe, the Middle East, the Far East and India. The
Company employs over 1200 people. Firestar Diamond has offices in
Mumbai, Surat, New York, Chicago, Johannesburg, Antwerp, Yerevan,
Dubai, and Hong Kong. A. Jaffe, Inc., a subsidiary of Firestar
Diamond, designs and manufacturers wedding rings and wedding
bands.
Firestar Diamond, Inc., A. Jaffe, Inc., and Fantasy, Inc., sought
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 18-10509) on
Feb. 26, 2018. Firestar Diamond estimated assets and debt of $50
million to $100 million.
The Hon. Sean H. Lane is the case judge.
The Debtors tapped Ian R. Winters, Esq., at Klestadt Winters
Jureller Southard & Stevens, LLP as their bankruptcy counsel;
Forchelli Deegan Terrana LLP as conflicts counsel; Lackenbach
Siegel, LLP as special counsel; Getzler Henrich & Associates LLC
and its managing director Mark Samson as chief restructuring
officer; and Rust Consulting/Omni Bankruptcy as claims and noticing
agent.
John J. Carney, Esq., has been appointed as examiner in the
Debtors' cases.
FIRSTENERGY SOLUTIONS: Committee Taps FTI as Financial Advisor
--------------------------------------------------------------
The official committee of unsecured creditors of FirstEnergy
Solutions Corp. received approval from the U.S. Bankruptcy Court
for the Northern District of Ohio to hire FTI Consulting, Inc. as
its financial advisor.
The firm will assist the committee in reviewing financial-related
disclosures, the Debtors' long-term financial projections and
corporate structure; assess and monitor the Debtors' short-term
cash flow, liquidity and operating results; participate in
discussions with investors and secured lenders; assist in the
preparation of a bankruptcy plan; and provide other financial
advisory services.
The firm will charge these hourly rates:
Senior Managing Directors $875 - $1,075
Directors $650 - $855
Senior Directors $650 - $855
Managing Directors $650 - $855
Consultants $345 - $620
Senior Consultants $345 - $620
Associates $140 – $270
Paraprofessionals $140 - $270
Andrew Scruton, a senior managing director of FTI, disclosed in a
court filing that his firm is a "disinterested person" as defined
in section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Andrew Scruton
FTI Consulting, Inc.
Three Times Square, 9th Floor
New York, NY, 10036
Tel: +1 212-247-1010
Fax: +1 212-841-9350
Email: andrew.scruton@fticonsulting.com
About FirstEnergy Solutions
Akron, Ohio-based FirstEnergy Solutions, Corp. (FES) is a
subsidiary of FirstEnergy Corp (NYSE:FE). FES --
http://www.firstenergycorp.com/-- provides energy-related products
and services to retail and wholesale customers; and owns and
operates 5,381 MWs of fossil generating capacity through its
FirstEnergy Generation subsidiaries. FES also owns 4,048 MWs of
nuclear generating capacity through its FirstEnergy Nuclear
Generation subsidiary. Nuclear generating plants are operated by
FirstEnergy Nuclear Operating Company (FENOC), which is a separate
subsidiary of FirstEnergy Corp.
On March 31, 2018, FirstEnergy Solutions and 6 affiliates,
including FENOC, each filed a voluntary petition for relief under
Chapter 11 of the United States Bankruptcy Code (Bankr. N.D. Ohio
Lead Case No. 18-50757). The cases are pending before the
Honorable Judge Alan M. Koschik and the Debtors have requested that
their cases be jointly administered under Case No. 18-50757.
Parent company, First Energy Corp. and its other subsidiaries,
including its regulated subsidiaries, are not part of the filing
and will not be subject to the Chapter 11 process. First Energy
Corp. listed $42.2 billion in total assets against $4.07 billion in
total current liabilities, $21.1 billion in long-term debt and
other long-term obligations and $13.1 billion in non-current
liabilities as of Dec. 31, 2017.
The Debtors tapped Akin Gump Strauss Hauer & Feld LLP as bankruptcy
counsel; Brouse McDowell LPA as co-counsel; Lazard Freres & Co. as
investment banker; Alvarez & Marsal North America, LLC as
restructuring advisor and Charles Moore as chief restructuring
officer; and Prime Clerk as claims and noticing agent. The Debtors
also tapped Willkie Farr & Gallagher LLP, Hogan Lovells US LLP and
Quinn Emanuel Urquhart & Sullivan, LLP as special counsel.
The U.S. Trustee for Region 9 appointed an official committee of
unsecured creditors on April 12, 2018. Milbank, Tweed, Hadley &
McCloy LLP and Hahn Loeser & Parks LLP serve as counsel to the
committee.
FIRSTENERGY SOLUTIONS: Committee Taps Hahn Loeser as Co-Counsel
---------------------------------------------------------------
The official committee of unsecured creditors of FirstEnergy
Solutions Corp. received approval from the U.S. Bankruptcy Court
for the Northern District of Ohio to hire Hahn Loeser & Parks LLP.
Hahn Loeser will serve as co-counsel with Milbank, Tweed, Hadley &
McCloy LLP, the firm tapped by the committee to be its legal
counsel in connection with the Chapter 11 cases of FirstEnergy and
its affiliates.
The attorneys and paraprofessional anticipated to provide the
services and their hourly rates are:
Lawrence Oscar Partner $655
Daniel DeMarco Partner $570
Christopher Wick Partner $450
Rocco Debitetto Partner $415
James Lanigan Associate $230
Colleen Beitel Paraprofessional $240
Daniel DeMarco, Esq., a partner at Hahn Loeser, disclosed in a
court filing that his firm is a "disinterested person" as defined
in section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Lawrence E. Oscar, Esq.
Daniel A. DeMarco, Esq.
Christopher B. Wick, Esq.
Rocco I. Debitetto, Esq.
Hahn Loeser & Parks LLP
200 Public Square, Suite 2800
Cleveland, OH 44114
Telephone: (216) 621-0150
Facsimile: (216) 241-2824
E-mail: leoscar@hahnlaw.com
E-mail: dademarco@hahnlaw.com
E-mail: cwick@hahnlaw.com
E-mail: ridebitetto@hahnlaw.com
About FirstEnergy Solutions
Akron, Ohio-based FirstEnergy Solutions, Corp. (FES) is a
subsidiary of FirstEnergy Corp (NYSE:FE). FES --
http://www.firstenergycorp.com/-- provides energy-related products
and services to retail and wholesale customers; and owns and
operates 5,381 MWs of fossil generating capacity through its
FirstEnergy Generation subsidiaries. FES also owns 4,048 MWs of
nuclear generating capacity through its FirstEnergy Nuclear
Generation subsidiary. Nuclear generating plants are operated by
FirstEnergy Nuclear Operating Company (FENOC), which is a separate
subsidiary of FirstEnergy Corp.
On March 31, 2018, FirstEnergy Solutions and 6 affiliates,
including FENOC, each filed a voluntary petition for relief under
Chapter 11 of the United States Bankruptcy Code (Bankr. N.D. Ohio
Lead Case No. 18-50757). The cases are pending before the
Honorable Judge Alan M. Koschik and the Debtors have requested that
their cases be jointly administered under Case No. 18-50757.
Parent company, First Energy Corp. and its other subsidiaries,
including its regulated subsidiaries, are not part of the filing
and will not be subject to the Chapter 11 process. First Energy
Corp. listed $42.2 billion in total assets against $4.07 billion in
total current liabilities, $21.1 billion in long-term debt and
other long-term obligations and $13.1 billion in non-current
liabilities as of Dec. 31, 2017.
The Debtors tapped Akin Gump Strauss Hauer & Feld LLP as bankruptcy
counsel; Brouse McDowell LPA as co-counsel; Lazard Freres & Co. as
investment banker; Alvarez & Marsal North America, LLC as
restructuring advisor and Charles Moore as chief restructuring
officer; and Prime Clerk as claims and noticing agent. The Debtors
also tapped Willkie Farr & Gallagher LLP, Hogan Lovells US LLP and
Quinn Emanuel Urquhart & Sullivan, LLP as special counsel.
The U.S. Trustee for Region 9 appointed an official committee of
unsecured creditors on April 12, 2018. Milbank, Tweed, Hadley &
McCloy LLP and Hahn Loeser & Parks LLP serve as counsel to the
committee.
FIRSTENERGY SOLUTIONS: Committee Taps KCC as Information Agent
--------------------------------------------------------------
The official committee of unsecured creditors of FirstEnergy
Solutions Corp. received approval from the U.S. Bankruptcy Court
for the Northern District of Ohio to hire Kurtzman Carson
Consultants LLC as information agent.
The firm will assist the committee in providing creditors with
access to information in connection with the Chapter 11 cases of
FirstEnergy and its affiliates. These services include maintaining
an informational website for the committee, responding or
forwarding creditor inquiries regarding the cases, and serving
court filings for the committee.
The firm will charge these hourly rates:
Analyst $30 - $50
Technology/Programming Consultant $35 - $70
Consultant/Senior Consultant/Director $65 - $195
Senior Executive Vice President Waived
Securities Director/Solicitation Consultant $195
Securities Senior Director/Solicitation Lead $215
Evan Gershbein, senior vice-president of Kurtzman's Corporate
Restructuring Services, disclosed in a court filing that the firm
is a "disinterested person" as defined in section 101(14) of the
Bankruptcy Code.
Kurtzman can be reached through:
Evan Gershbein
Kurtzman Carson Consultants LLC
2335 Alaska Ave.
El Segundo, CA 90245
Tel: (310) 823-9000
Fax: (310) 823-9133
About FirstEnergy Solutions
Akron, Ohio-based FirstEnergy Solutions, Corp. (FES) is a
subsidiary of FirstEnergy Corp (NYSE:FE). FES --
http://www.firstenergycorp.com/-- provides energy-related products
and services to retail and wholesale customers; and owns and
operates 5,381 MWs of fossil generating capacity through its
FirstEnergy Generation subsidiaries. FES also owns 4,048 MWs of
nuclear generating capacity through its FirstEnergy Nuclear
Generation subsidiary. Nuclear generating plants are operated by
FirstEnergy Nuclear Operating Company (FENOC), which is a separate
subsidiary of FirstEnergy Corp.
On March 31, 2018, FirstEnergy Solutions and 6 affiliates,
including FENOC, each filed a voluntary petition for relief under
Chapter 11 of the United States Bankruptcy Code (Bankr. N.D. Ohio
Lead Case No. 18-50757). The cases are pending before the
Honorable Judge Alan M. Koschik and the Debtors have requested that
their cases be jointly administered under Case No. 18-50757.
Parent company, First Energy Corp. and its other subsidiaries,
including its regulated subsidiaries, are not part of the filing
and will not be subject to the Chapter 11 process. First Energy
Corp. listed $42.2 billion in total assets against $4.07 billion in
total current liabilities, $21.1 billion in long-term debt and
other long-term obligations and $13.1 billion in non-current
liabilities as of Dec. 31, 2017.
The Debtors tapped Akin Gump Strauss Hauer & Feld LLP as bankruptcy
counsel; Brouse McDowell LPA as co-counsel; Lazard Freres & Co. as
investment banker; Alvarez & Marsal North America, LLC as
restructuring advisor and Charles Moore as chief restructuring
officer; and Prime Clerk as claims and noticing agent. The Debtors
also tapped Willkie Farr & Gallagher LLP, Hogan Lovells US LLP and
Quinn Emanuel Urquhart & Sullivan, LLP as special counsel.
The U.S. Trustee for Region 9 appointed an official committee of
unsecured creditors on April 12, 2018. Milbank, Tweed, Hadley &
McCloy LLP and Hahn Loeser & Parks LLP serve as counsel to the
committee.
FIRSTENERGY SOLUTIONS: Committee Taps Milbank as Legal Counsel
--------------------------------------------------------------
The official committee of unsecured creditors of FirstEnergy
Solutions Corp. received approval from the U.S. Bankruptcy Court
for the Northern District of Ohio to hire Milbank, Tweed, Hadley &
McCloy LLP as its legal counsel.
The firm will advise the committee regarding its duties under the
Bankruptcy Code; assist in its consultations and negotiations with
FirstEnergy and its affiliates regarding asset disposition,
financing and formulation of a bankruptcy plan; analyze claims
against the Debtors; advise the committee regarding regulatory
issues; and provide other legal services related to the Debtors'
Chapter 11 cases.
The hourly rates charged by the firm range from $1,100 to $1,465
for partners, $1,080 to $1,250 for counsel, $450 to $1,030 for
associates and senior attorneys, and $200 to $355 for paralegals.
Milbank is a "disinterested person" as defined in section 101(14)
of the Bankruptcy Code, according to court filings.
In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Evan
Fleck, Esq., a partner at Milbank, disclosed that his firm has not
agreed to any variations from, or alternatives to, its standard or
customary billing arrangements; and that no professional at his
firm has varied his rate based on the geographic location of the
Debtors' bankruptcy cases.
Mr. Fleck also disclosed that Milbank has not represented the
committee prior to the petition date.
Milbank is currently developing a prospective budget and staffing
plan for the committee's review and approval, according to Mr.
Fleck.
Milbank can be reached through:
Evan R. Fleck, Esq.
Milbank, Tweed, Hadley & McCloy LLP
28 Liberty Street
New York, NY 10005
Tel: +1-212-530-5000 / +1-212-530-5567
Fax: +1-212-530-5219 / +1-212-822-5567
Email: efleck@milbank.com
About FirstEnergy Solutions
Akron, Ohio-based FirstEnergy Solutions, Corp. (FES) is a
subsidiary of FirstEnergy Corp (NYSE:FE). FES --
http://www.firstenergycorp.com/-- provides energy-related products
and services to retail and wholesale customers; and owns and
operates 5,381 MWs of fossil generating capacity through its
FirstEnergy Generation subsidiaries. FES also owns 4,048 MWs of
nuclear generating capacity through its FirstEnergy Nuclear
Generation subsidiary. Nuclear generating plants are operated by
FirstEnergy Nuclear Operating Company (FENOC), which is a separate
subsidiary of FirstEnergy Corp.
On March 31, 2018, FirstEnergy Solutions and 6 affiliates,
including FENOC, each filed a voluntary petition for relief under
Chapter 11 of the United States Bankruptcy Code (Bankr. N.D. Ohio
Lead Case No. 18-50757). The cases are pending before the
Honorable Judge Alan M. Koschik and the Debtors have requested that
their cases be jointly administered under Case No. 18-50757.
Parent company, First Energy Corp. and its other subsidiaries,
including its regulated subsidiaries, are not part of the filing
and will not be subject to the Chapter 11 process. First Energy
Corp. listed $42.2 billion in total assets against $4.07 billion in
total current liabilities, $21.1 billion in long-term debt and
other long-term obligations and $13.1 billion in non-current
liabilities as of Dec. 31, 2017.
The Debtors tapped Akin Gump Strauss Hauer & Feld LLP as bankruptcy
counsel; Brouse McDowell LPA as co-counsel; Lazard Freres & Co. as
investment banker; Alvarez & Marsal North America, LLC as
restructuring advisor and Charles Moore as chief restructuring
officer; and Prime Clerk as claims and noticing agent. The Debtors
also tapped Willkie Farr & Gallagher LLP, Hogan Lovells US LLP and
Quinn Emanuel Urquhart & Sullivan, LLP as special counsel.
The U.S. Trustee for Region 9 appointed an official committee of
unsecured creditors on April 12, 2018. Milbank, Tweed, Hadley &
McCloy LLP and Hahn Loeser & Parks LLP serve as counsel to the
committee.
FIRSTENERGY SOLUTIONS: Committee Taps PJT as Investment Banker
--------------------------------------------------------------
The official committee of unsecured creditors of FirstEnergy
Solutions Corp. received approval from the U.S. Bankruptcy Court
for the Northern District of Ohio to hire PJT Partners LP as its
investment banker.
The firm will assist the committee in evaluating the businesses,
long-term business plan and related financial projections, debt
capacity and alternative capital structures of FirstEnergy and its
affiliates; participate in negotiations; analyze various
restructuring scenarios and the potential impact of these scenarios
on the recoveries of unsecured creditors; and provide other
investment banking services.
PJT will be paid $175,000 per month for its services. This fee
will be paid in cash by the Debtors.
Aside from the monthly fee, the firm will be paid in cash equal to
$5.5 million upon the consummation of a restructuring (subject to
credits) and will be reimbursed for work-related expenses.
PJT is a "disinterested person" as defined in Section 101(14) of
the Bankruptcy Code, according to court filings.
The firm can be reached through:
Michael Genereux
PJT Partners LP
280 Park Avenue
New York, NY 10017
Phone: +1 212.364.7800
E-mail: info@pjtpartners.com
About FirstEnergy Solutions
Akron, Ohio-based FirstEnergy Solutions, Corp. (FES) is a
subsidiary of FirstEnergy Corp (NYSE:FE). FES --
http://www.firstenergycorp.com/-- provides energy-related products
and services to retail and wholesale customers; and owns and
operates 5,381 MWs of fossil generating capacity through its
FirstEnergy Generation subsidiaries. FES also owns 4,048 MWs of
nuclear generating capacity through its FirstEnergy Nuclear
Generation subsidiary. Nuclear generating plants are operated by
FirstEnergy Nuclear Operating Company (FENOC), which is a separate
subsidiary of FirstEnergy Corp.
On March 31, 2018, FirstEnergy Solutions and 6 affiliates,
including FENOC, each filed a voluntary petition for relief under
Chapter 11 of the United States Bankruptcy Code (Bankr. N.D. Ohio
Lead Case No. 18-50757). The cases are pending before the
Honorable Judge Alan M. Koschik and the Debtors have requested that
their cases be jointly administered under Case No. 18-50757.
Parent company, First Energy Corp. and its other subsidiaries,
including its regulated subsidiaries, are not part of the filing
and will not be subject to the Chapter 11 process. First Energy
Corp. listed $42.2 billion in total assets against $4.07 billion in
total current liabilities, $21.1 billion in long-term debt and
other long-term obligations and $13.1 billion in non-current
liabilities as of Dec. 31, 2017.
The Debtors tapped Akin Gump Strauss Hauer & Feld LLP as bankruptcy
counsel; Brouse McDowell LPA as co-counsel; Lazard Freres & Co. as
investment banker; Alvarez & Marsal North America, LLC as
restructuring advisor and Charles Moore as chief restructuring
officer; and Prime Clerk as claims and noticing agent. The Debtors
also tapped Willkie Farr & Gallagher LLP, Hogan Lovells US LLP and
Quinn Emanuel Urquhart & Sullivan, LLP as special counsel.
The U.S. Trustee for Region 9 appointed an official committee of
unsecured creditors on April 12, 2018. Milbank, Tweed, Hadley &
McCloy LLP and Hahn Loeser & Parks LLP serve as counsel to the
committee.
FURNITURE FACTORY: Seeks Continued Cash Use for August 2018 Budget
------------------------------------------------------------------
Furniture Factory Direct, Inc., asks the U.S. Bankruptcy Court for
the Western District of Washington for continued authority to use
cash collateral to operate its furniture stores in the ordinary
course of business as outlined in the August 2018 budget.
The current order authorizing the use of cash collateral will
expire on July 30, 2018.
The Debtor is also seeking a minor modification in July monthly
budget in order to pay the CAM charges due for the Bellevue in
order to assume its lease. Specifically, the July Cash collateral
modification provides as follows:
"CAM Charges for 2209 Bel-Red Rd. Redmond, WA Lease : Debtor filed
its motion to assume lease for the leasehold located at 2209 NE
BelRed Road, Redmond, WA. In order to assume the lease, Debtor
needs to be current on the CAM charges. On June 25, 2018, Debtor
received an invoice for $8,409.70 from the landlord Fin Hir
Enterprises, No. 1, LLC. There was an additional due amount of
$3,201.83 prior to this invoice. The Debtor requests the July cash
collateral budget be modified in order to pay a total of
$11,611.52. Aside from the CAM charges due, the Debtor is not aware
of any other issues related to the motion, therefore, Debtor will
be able to assume the lease after the Court approves the assumption
of lease. The hearing is currently set on July 19, 2018.
A full-text copy of the Cash Collateral Motion is available at
http://bankrupt.com/misc/wawb18-40718-282.pdf
About Furniture Factory Direct
Furniture Factory Direct, Inc. -- https://www.furniturefd.com/ --
manufactures and retails furniture. The Company offers bedrooms,
mattresses, accessories, dining rooms, and living room furniture.
Furniture Factory has five store locations serving customers in
Washington and Alaska.
Furniture Factory Direct filed a Chapter 11 petition (Bankr. W.D.
Wash. Case No. 18-40718) on March 5, 2018. In the petition was
signed by its president, Svetlozar Ganev Todorov, the Debtor
disclosed total assets of $3.03 million and total liabilities of
$2.86 million. The Debtor is represented by Masafumi Iwama, Esq.,
S. Lamont Bossard, Jr., Esq., and Mark C. McClure, Esq., at Iwama
Law Firm, in Kent, Washington.
GNC HOLDINGS: May Issue 8.7 Million Shares Under Incentive Plan
---------------------------------------------------------------
GNC Holdings, Inc., has filed a Form S-8 registration statement
with the Securities and Exchange Commission to register 8,720,000
shares of its common stock that are issuable under the Company's
2018 Stock and Incentive Plan, approved by the Board of Directors
of the Company on March 30, 2018, and by the Company's stockholders
on May 22, 2018. A full-text copy of the prospectus is available
for free at:
https://is.gd/645Z4k
About GNC Holdings
GNC Holdings, Inc., headquartered in Pittsburgh, PA, is a global
specialty health, wellness and performance retailer. GNC connects
customers to their best selves by offering an assortment of health,
wellness and performance products, including protein, performance
supplements, weight management supplements, vitamins, herbs and
greens, wellness supplements, health and beauty, food and drink and
other general merchandise. This assortment features proprietary
GNC and nationally recognized third-party brands. GNC's
diversified, multi-channel business model generates revenue from
product sales through company-owned retail stores, domestic and
international franchise activities, third-party contract
manufacturing, e-commerce and corporate partnerships. As of June
30, 2018, GNC had approximately 8,800 locations, of which
approximately 6,600 retail locations are in the United States
(including approximately 2,400 Rite Aid franchise
store-within-a-store locations) and franchise operations in
approximately 50 countries.
GNC Holdings incurred a net loss of $148.85 million in 2017 and a
net loss of $286.25 million in 2016. As of March 31, 2018, GNC
Holdings had $1.52 billion in total assets, $1.70 billion in total
liabilities and a total stockholders' deficit of $179.24 million.
* * *
In February 2018, S&P Global Ratings raised its corporate credit
rating on the Pittsburgh, Pa.-based vitamin and supplement retailer
GNC Holdings Inc. to 'CCC+' from 'SD'. S&P also placed all ratings
on CreditWatch with negative implications. "The upgrade reflects
our view that GNC's maturity profile will improve upon completion
of the proposed refinancing transactions," S&P said, as reported by
the TCR on Feb. 16, 2018.
As reported by the TCR on Feb. 27, 2018, Fitch Ratings had upgraded
GNC Holdings, Inc.'s Long-Term Issuer Default Rating (IDR) to 'B'
from 'CCC' and removed the Rating Watch Evolving following the
company gaining 87% lender consent to extend its credit facility's
maturity by two years and make certain other amendments to the
existing credit agreement.
GNC HOLDINGS: Posts $13.3 Million Net Income in Second Quarter
--------------------------------------------------------------
GNC Holdings, Inc., has filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting net income
of $13.34 million on $617.94 million of revenue for the three monhs
ended June 30, 2018, compared to net income of $16.64 million on
$650.23 million of revenue for the three months ended June 30,
2017.
For the six months ended June 30, 2018, the Company reported net
income of $19.53 million on $1.22 billion of revenue compared to
net income of $41.38 million on $1.30 billion of revenue for the
same period a year ago.
As of June 30, 2018, GNC Holdings had $1.49 billion in total
assets, $1.66 billion in total liabilities and a $166.05 million
total stockholders' deficit.
At June 30, 2018, the Company had $90.1 million available under its
revolving credit facility, after giving effect to $9.1 million
utilized to secure letters of credit. The Company said its ability
to make scheduled payments of principal on, to pay interest on or
to refinance its debt and to satisfy its other debt obligations
will depend on its future operating performance, which will be
affected by general economic, financial and other factors beyond
its control. The Company expects to make an excess cash flow
payment between $0 and $25 million with respect to the year ending
Dec. 31, 2018 in the first quarter of 2019.
"We currently anticipate that cash generated from operations,
together with amounts available under the Revolving Credit
Facility, will be sufficient to service our debt, meet our
operating expenses and fund capital expenditures over the next 12
months," the Company stated in the Quarterly Report. "We are
currently in compliance with our debt covenant reporting and
compliance obligations under our Credit Facilities and expect to
remain in compliance during 2018."
Cash provided by operating activities decreased by $23.8 million
from $72.9 million for the six months ended June 30, 2017 to $49.1
million for the six months ended June 30, 2018 primarily due to the
refinancing of the Company's long-term debt, which resulted in
$16.3 million in fees paid to third-parties and higher interest
payments, partially offset by lower tax payments.
Cash used in investing activities was $7.3 million and $18.7
million for the six months ended June 30, 2018 and 2017,
respectively, and includes capital expenditures of $8.3 million and
$20.4 million.
The Company expects capital expenditures to be approximately $28
million in 2018, which includes investments for store development,
IT infrastructure and maintenance. The Company anticipates funding
its 2018 capital requirements with cash flows from operations and,
if necessary, borrowings under the Revolving Credit Facility.
For the six months ended June 30, 2018, cash used in financing
activities was $62.2 million, primarily consisting of $35.2 million
in an OID paid to lenders and fees associated with its new
Revolving Credit Facility associated with the debt refinancing. In
addition, the Company made $23.7 million in amortization payments
on its term loan balances.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/dYOIlE
About GNC Holdings
GNC Holdings, Inc., headquartered in Pittsburgh, PA, is a global
specialty health, wellness and performance retailer. GNC connects
customers to their best selves by offering an assortment of health,
wellness and performance products, including protein, performance
supplements, weight management supplements, vitamins, herbs and
greens, wellness supplements, health and beauty, food and drink and
other general merchandise. This assortment features proprietary
GNC and nationally recognized third-party brands. GNC's
diversified, multi-channel business model generates revenue from
product sales through company-owned retail stores, domestic and
international franchise activities, third-party contract
manufacturing, e-commerce and corporate partnerships. As of June
30, 2018, GNC had approximately 8,800 locations, of which
approximately 6,600 retail locations are in the United States
(including approximately 2,400 Rite Aid franchise
store-within-a-store locations) and franchise operations in
approximately 50 countries.
GNC Holdings incurred a net loss of $148.85 million in 2017 and a
net loss of $286.25 million in 2016. As of March 31, 2018, GNC
Holdings had $1.52 billion in total assets, $1.70 billion in total
liabilities and a total stockholders' deficit of $179.24 million.
* * *
In February 2018, S&P Global Ratings raised its corporate credit
rating on the Pittsburgh, Pa.-based vitamin and supplement retailer
GNC Holdings Inc. to 'CCC+' from 'SD'. S&P also placed all ratings
on CreditWatch with negative implications. "The upgrade reflects
our view that GNC's maturity profile will improve upon completion
of the proposed refinancing transactions," S&P said, as reported by
the TCR on Feb. 16, 2018.
As reported by the TCR on Feb. 27, 2018, Fitch Ratings had upgraded
GNC Holdings, Inc.'s Long-Term Issuer Default Rating (IDR) to 'B'
from 'CCC' and removed the Rating Watch Evolving following the
company gaining 87% lender consent to extend its credit facility's
maturity by two years and make certain other amendments to the
existing credit agreement.
GNC HOLDINGS: Reports Second Quarter Net Income of $13.3 Million
----------------------------------------------------------------
GNC Holdings, Inc. reported consolidated revenue of $617.9 million
in the second quarter of 2018, compared with consolidated revenue
of $650.2 million in the second quarter of 2017. The sale of Lucky
Vitamin on Sept. 30, 2017 resulted in a $22.6 million reduction to
revenue.
Same store sales decreased 0.4% in domestic company-owned stores
(including GNC.com) in the second quarter of 2018. Excluding the
impact of higher loyalty points redemption in the current quarter
compared with the prior year quarter as the program matures, same
store sales increased 1.3%. In domestic franchise locations, same
store sales decreased 4.0%.
For the second quarter of 2018, the Company reported net income of
$13.3 million compared with $16.6 million in the prior year
quarter. Diluted earnings per share was $0.16 in the current
quarter compared with $0.24 in the prior year quarter. Excluding
the expenses, adjusted net income was $16.9 million in the current
quarter compared with $28.8 million in the prior year quarter and
adjusted EPS was $0.20 in the current quarter compared with $0.42
in the prior year quarter.
Adjusted EBITDA was $63.5 million in the current quarter compared
with $74.8 million in the prior year quarter.
"During the second quarter of 2018, although we experienced some
softness in our U.S. brick and mortar business, we delivered
meaningful growth in our e-commerce and international businesses
consistent with our long-term growth initiatives," said Ken
Martindale, chief executive officer. "Our focus remains building
on the fundamental strengths of GNC through product and service
innovation, effectiveness of our loyalty programs, leveraging the
strength of the GNC brand and delivering an integrated customer
experience."
Key Updates
* Growth in the Company's international segment driven by China
and its franchise business.
* Harbin Pharmaceutical Group transaction expected to close in
2018.
* Strong performance from category-defining Slimvance weight-
management product line and re-launch of Beyond Raw and Amp
brands, with additional innovation and new proprietary
products expected in the latter half of the year.
* GNC brand mix for domestic system-wide sales increased to 50%
compared with 43% in the second quarter of 2017.
* Increase in loyalty membership of 14.3% in the current
quarter compared to March 31, 2018; now 14.6 million members,
including over 1.0 million members enrolled in PRO Access, an
8.8% increase from March 31, 2018.
Segment Operating Performance
U.S. & Canada
Revenues in the U.S. and Canada segment decreased $10.5 million, or
2.0%, to $517.3 million for the three months ended June 30, 2018
compared with $527.8 million in the prior year quarter.
E-commerce sales were 8.3% of U.S. and Canada revenue, an increase
of 2.8% over the prior year quarter and 1.2% over the first quarter
of 2018.
Company-owned net store closures contributed an approximate $9
million decrease compared with the prior year quarter, while
domestic franchise revenue declined $8.2 million due to a decrease
in retail same store sales, as well as a reduction in the number of
franchise stores. Partially offsetting the above decreases in
revenue was an increase of $9.9 million relating to the Company's
loyalty programs; PRO Access paid membership fees and the myGNC
Rewards change in deferred points liability.
Excluding a $0.2 million refranchising gain in the current quarter,
operating income decreased $7.1 million to $45.4 million for the
three months ended June 30, 2018 compared with $52.5 million for
the same period in 2017. Operating income, excluding the gain, as
a percentage of segment revenue was 8.8% in the current quarter
compared with 9.9% in the prior year quarter primarily due to
one-time vendor funding support received in the prior year (which
had an approximate impact of 100 basis points), and expense
deleverage, partially offset by a higher sales mix of proprietary
product.
International
Revenues in the International segment increased $4.8 million, or
11.0%, to $48.6 million in the current quarter compared with $43.8
million in the prior year quarter primarily due to an increase in
China e-commerce sales of $3.7 million and an increase in sales to
our international franchisees of $0.9 million.
Operating income of $15.7 million in the current quarter was
relatively flat compared with the prior year quarter, and as a
percentage of segment revenue was 32.3% in the current quarter
compared with 36.0% in the prior year quarter. The decrease in
operating income percentage was primarily due to a higher mix of
China sales, which contribute lower margins relative to franchise
sales. In addition, as the Company invests to grow the brand in
China, marketing expense increased in the Company's China business
compared with the prior year quarter.
Manufacturing / Wholesale
Revenues in the Manufacturing / Wholesale segment, excluding
intersegment sales, decreased $4.0 million, or 7.2%, to $52.0
million for the three months ended June 30, 2018 compared with
$56.0 million in the prior year quarter primarily due to a $3.6
million decrease in third-party contract manufacturing sales.
Intersegment sales increased $9.2 million reflecting the Company's
increasing focus on proprietary products.
Operating income decreased $2.7 million, or 14.7%, to $15.9 million
for the three months ended June 30, 2018 compared with $18.6
million in the prior year quarter. Operating income as a
percentage of segment revenue decreased from 16.6% in the prior
year quarter to 13.6% in the current quarter primarily due to a
lower margin rate from third-party contract manufacturing,
partially offset by higher intersegment sales, which contribute
higher margins.
Year-to-Date Performance
For the first six months of 2018, the Company reported consolidated
revenue of $1,225.5 million, a decrease of $79.7 million compared
with consolidated revenue of $1,305.2 million for the first six
months of 2017. The decrease was primarily due to the sale of
Lucky Vitamin on Sept. 30, 2017, which resulted in a $45.4 million
reduction to revenue, and the termination of the U.S. Gold Card
Member Pricing program in the prior year, which resulted in a $23.0
million decrease in revenue.
Same store sales increased 0.1% in domestic company-owned stores
(including GNC.com sales) for the first half of 2018 and excluding
the impact of loyalty points redeemed, same store sales increased
1.9%. In domestic franchise locations, same store sales decreased
3.0%.
For the first six months of 2018, the Company reported net income
of $19.5 million and EPS of $0.23 compared with net income of $41.4
million and EPS of $0.61 for the first six months of 2017.
Excluding the expenses, adjusted EPS was $0.44 and $0.80 in the
first six months of 2018 and 2017, respectively.
Cash Flow and Liquidity Metrics
For the six months ended June 30, 2018, the Company generated net
cash from operating activities of $49.1 million, a $23.8 million
decrease compared with the six months ended June 30, 2017 of $72.9
million. The decrease was primarily related to the refinancing of
our long-term debt, which resulted in $16.3 million in fees paid to
third-parties and higher interest payments, partially offset by
lower tax payments.
For the six months ended June 30, 2018, the Company generated $58.2
million in free cash flow, an increase of $4.0 million or 7.4%
compared with $54.2 million for the six months ended June 30, 2017.
The Company defines free cash flow as cash provided by operating
activities (excluding fees relating to the debt refinancing) less
cash used in investing activities. At June 30, 2018, the Company's
cash and cash equivalents were $43.4 million and debt was $1.3
billion. No borrowings were outstanding on the Revolving Credit
Facility.
About GNC Holdings
GNC Holdings, Inc., headquartered in Pittsburgh, PA, is a global
specialty health, wellness and performance retailer. GNC connects
customers to their best selves by offering an assortment of health,
wellness and performance products, including protein, performance
supplements, weight management supplements, vitamins, herbs and
greens, wellness supplements, health and beauty, food and drink and
other general merchandise. This assortment features proprietary
GNC and nationally recognized third-party brands. GNC's
diversified, multi-channel business model generates revenue from
product sales through company-owned retail stores, domestic and
international franchise activities, third-party contract
manufacturing, e-commerce and corporate partnerships. As of June
30, 2018, GNC had approximately 8,800 locations, of which
approximately 6,600 retail locations are in the United States
(including approximately 2,400 Rite Aid franchise
store-within-a-store locations) and franchise operations in
approximately 50 countries.
GNC Holdings incurred a net loss of $148.85 million in 2017 and a
net loss of $286.25 million in 2016. As of March 31, 2018, GNC
Holdings had $1.52 billion in total assets, $1.70 billion in total
liabilities and a total stockholders' deficit of $179.24 million.
* * *
In February 2018, S&P Global Ratings raised its corporate credit
rating on the Pittsburgh, Pa.-based vitamin and supplement retailer
GNC Holdings Inc. to 'CCC+' from 'SD'. S&P also placed all ratings
on CreditWatch with negative implications. "The upgrade reflects
our view that GNC's maturity profile will improve upon completion
of the proposed refinancing transactions," S&P said, as reported by
the TCR on Feb. 16, 2018.
As reported by the TCR on Feb. 27, 2018, Fitch Ratings had upgraded
GNC Holdings, Inc.'s Long-Term Issuer Default Rating (IDR) to 'B'
from 'CCC' and removed the Rating Watch Evolving following the
company gaining 87% lender consent to extend its credit facility's
maturity by two years and make certain other amendments to the
existing credit agreement.
GREAT FALLS DIOCESE: Filipowiczes Buying Cascade Property for $80K
------------------------------------------------------------------
The Roman Catholic Bishop of Great Falls, Montana, a Religious
Corporate Sole (Diocese of Great Falls), asks the U.S. Bankruptcy
Court for the District of Montana to authorize the private sale of
the real property known as "Tract 1 and Tract 2 of Blessed
Sacrament Addition," described as Tracts 1 and 2 of the Blessed
Sacrament Addition, minor subdivision plat file 10/18/2017 as
P-2017-0000029, records of Cascade County, Montana, to James S.
Filipowicz and Debra Filipowicz for $80,000.
Tract 1 and Tract 2 of Blessed Sacrament Addition are vacant plots
of land. The property is owned under Canon law by the Blessed
Sacrament Parish, but under civil law, the real property is titled
in the name of the Diocese of Great Falls. The Debtor estimates
the value of the property to be sold at $80,000. No appraisal has
been done.
The Purchasers, 219 Big Bend Lane, Great Falls, Montana, will pay
the purchase price in full at the time of transfer. The Debtor
intends to close no later than 10 days after Court approval.
Addendums to the Buy-Sell Agreement will be made as needed to
accommodate a later closing date.
There are no liens exist with the exception of unpaid real property
taxes up to date of closing, which will be paid at closing, and
normal encumbrances of record. The transfer of the property will
not involve a realtor and there are no administrative costs.
The sale of the property allows the church to continue its ministry
by assisting the Parish in completing this transaction. The Debtor
believes the property and any proceeds thereof are held in trust by
the Debtor for the Corpus Christi Parish.
The Diocese will receive the entire net purchase price, which will
be held in a segregated account, which will not be accessed pending
confirmation of a Plan of Reorganization, or by further Order of
the Court. The net proceeds from the sale of Tract 1 and Tract 2
of Blessed Sacrament Addition will be earmarked for the Corpus
Christi Parish, and will be deposited into a DIP account, and will
bear interest.
A copy of the Buy-Sell Agreement attached to the Motion is
available for free at:
http://bankrupt.com/misc/ROMAN_CATHOLIC_391_Sales.pdf
About Roman Catholic Bishop of Great Falls, Montana
The Roman Catholic Bishop of Falls, Montana, a Montana Religious
Corporate Sole, also known as the Diocese of Great Falls-Billings
-- http://www.dioceseofgfb.org/-- filed a Chapter 11 bankruptcy
petition (Bankr. D. Mont. Case No. 17-60271) on March 31, 2017.
Bishop Michael W. Warfel, signed the petition.
The Debtor disclosed $20.75 million in total assets and $14.78
million in total liabilities as of the bankruptcy filing.
The Hon. Jim D. Pappas presides over the case, which was originally
assigned to Judge Benjamin P. Hursh.
Bruce Alan Anderson, Esq., at Elsaesser Jarzabek Anderson Elliott &
MacDonald, CHTD.; and Gregory J. Hatley, Esq., at Davis Hatley
Haffeman & Tighe PC, serves as counsel to the Debtor.
NAI Business Properties and Matt Robertson have been employed as
realtor.
Pachulski Stang Ziehl & Jones LLP is counsel to the official
committee of unsecured creditors formed in the Debtor's case.
GREAT FALLS: Asks Approval of Lease Option to Sell Villa Apartments
-------------------------------------------------------------------
The Roman Catholic Bishop of Great Falls, Montana, a Religious
Corporate Sole (Diocese of Great Falls), asks the U.S. Bankruptcy
Court for the District of Montana to authorize it to enter into a
lease option to sell the real property known as the Villa
Apartments to Langstan Management, LLC for $1,550,000.
The Villa Apartments are an asset of the Diocese, and not of a
parish. The Villa Apartments are a 58 unit apartment property.
There are two large parcels with 11 two-story apartment buildings,
which were built in 1953. The apartments are now vacant. The
total land area is 99,277 square feet, and the total gross building
area is 49,920 square feet.
The Diocese has been challenged by the sheer management and costs
associated with the ongoing holding and maintenance of the Villa
Apartments. In addition to maintenance, there are substantial
costs outlaid for a security company to patrol the area to reduce
the chances of break-ins, and power needed to be restored to the
facility though the winter months.
The initial asking price of the property, which was $1.8 million,
was determined from an appraisal done by McKay Rowen Associates on
Jan. 16, 2017. The property was advertised, with an open offer
period of 60 days beginning on May 22, 2017. The first offer
received was in the amount of $1,850,000. Five qualified offers
were received in the amounts of $1,777,779, $1,850,000,
$1,425,000,
$1,007,000 and $1,860,000, with the offer presented of $1,860,000
being the accepted offer.
In mid June of 2017 Matt Robertson contacted all of the prospective
purchasers and asked if they would like to increase their offer;
more particularly the offers for $1,777,779, and $1,850,000, and
both declined to make higher offers. It was then determined that
the offer of $1,860,000 was to be accepted, subject to Court
approval. On Feb. 2, 2018, the second proposed purchaser
terminated sale of the property as it was determined that asbestos
has been found and that removal has been estimated at $650,000.
Accordingly, the offer now proposed is considered the next superior
offer.
The Debtor will receive $200,000 in nonrefundable option money on
July 15, 2018, which will be credited against the $1,550,000 total
purchase price. The initial option is for 365 days, with each 2
additional options to extend for an additional six month period
each. The option may be extended for two six month periods, each
by the payment of an additional $100,000 in nonrefundable
consideration. The property will be sold "as is."
During the course of the option, the Buyer will take possession of
the property pursuant to a lease, beginning July 1, 2018 or when
approved by the Court, which will run concurrent with the option
periods, i.e., beginning July 1, 2018 for one year, and then if the
option is extended, for one or two six month option periods as
appropriate. The lease rate will be $4,000 per month beginning
with the fifth month. Lease payments will not apply to the
purchase price.
The operating expenses for the lease period will be paid as set
forth in the Option to Purchase. With the exception of real estate
taxes, the optionee/tenant is responsible for insurance, utilities,
and any necessary repairs or improvements. Should the option be
exercised, the date of closing will be 30 days from the date of
exercise of the Buyer's option to purchase the property as set
forth in the Option to Purchase.
NAI Business Properties and Matt Robertson have been employed as
realtor. Per listing agreement, NAI Business Properties is
entitled to a commission of 6% of the sales price, or $93,000. NAI
Business Properties will make further application for compensation
to be paid out of proceeds of sale. No commission will be paid on
the option payments.
Title insurance and other closing costs are estimated at $10,000
and will be paid at closing and out of proceeds of sale.
The option proceeds and net proceeds from the sale of the Villa
Apartments will be deposited into the DIP operating account, as the
asset is owned by the Diocese, and will not be used without further
order of the Court.
A copy of the Agreement attached to the Motion is available for
free at:
http://bankrupt.com/misc/ROMAN_CATHOLIC_392_Sales.pdf
About the Bishop of Great Falls, Montana
The Roman Catholic Bishop of Falls, Montana, a Montana Religious
Corporate Sole, also known as the Diocese of Great Falls-Billings
-- http://www.dioceseofgfb.org/-- filed a Chapter 11 bankruptcy
petition (Bankr. D. Mont. Case No. 17-60271. Bishop Michael W.
Warfel, signed the petition.
The Debtor disclosed $20.75 million in total assets and $14.78
million in total liabilities as of the bankruptcy filing.
The Hon. Jim D. Pappas presides over the case, which was originally
assigned to Judge Benjamin P. Hursh.
Bruce Alan Anderson, Esq., at Elsaesser Jarzabek Anderson Elliott &
MacDonald, CHTD.; and Gregory J. Hatley, Esq., at Davis Hatley
Haffeman & Tighe PC, serves as counsel to the Debtor.
NAI Business Properties and Matt Robertson have been employed as
realtor.
Pachulski Stang Ziehl & Jones LLP is counsel to the official
committee of unsecured creditors formed in the Debtor's case.
GULF FINANCE: Bank Debt Trades at 13% Off
-----------------------------------------
Participations in a syndicated loan under which Gulf Finance LLC is
a borrower traded in the secondary market at 86.95
cents-on-the-dollar during the week ended Friday, July 20, 2018,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 0.77 percentage points from the
previous week. Gulf Finance pays 525 basis points above LIBOR to
borrow under the $1.15 billion facility. The bank loan matures on
August 25, 2023. Moody's rates the loan 'B3' and Standard & Poor's
gave a 'B' rating to the loan. The loan is one of the biggest
gainers and losers among 247 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday,
July 20.
HELIOS AND MATHESON: Effects 1-for-250 Reverse Stock Split
----------------------------------------------------------
Helios and Matheson Analytics Inc. will effect a reverse stock
split of its issued and outstanding common stock. At a special
meeting of stockholders held on July 23, 2018, shareholders
approved an amendment to the Company's Certificate of Incorporation
to effect a one-time reverse stock split of its common stock, at a
ratio of 1 share-for-2 shares up to a ratio of 1 share-for-250
shares, such ratio to be selected by its Board of Directors.
Following the special meeting of stockholders, the Board of
Directors approved the implementation of a reverse stock split,
determined the appropriate reverse stock split to be a ratio of
1-for-250 and approved the filing of a Certificate of Amendment to
the Company's Certificate of Incorporation to effectuate the
reverse stock split.
The Company will effect a reverse stock split of its issued and
outstanding common stock at an exchange ratio of 1-for-250, at 4:01
p.m. Eastern Time on Tuesday, July 24, 2018. The Company's common
stock will begin trading on a split-adjusted basis on Wednesday,
July 25, 2018 under a new CUSIP number, 42327L309, and will remain
listed on the Nasdaq Capital Market under the symbol "HMNY".
"We believe this is an important step that will facilitate our
access to capital over the next several years and enable us to
implement our growth plans for MoviePass, MoviePass Films and
MoviePass Ventures, and will enable us to pursue potential
acquisitions to grow our business," said Ted Farnsworth, chief
executive officer and chairman of HMNY. "With greater access to
capital, we expect to solidify our position as the Number 1 movie
theater subscription service in the U.S. and continue to
revolutionize the movie industry."
Upon the effectiveness of the reverse stock split at 4:01 p.m.
Eastern Time on Tuesday, July 24, 2018, each two hundred and fifty
shares of the Company's issued and outstanding common stock will
automatically combine and convert into one issued and outstanding
share of common stock, par value $0.01 per share. Proportional
adjustments also will be made to the shares issuable in connection
with the Company's outstanding equity awards, options, warrants to
purchase shares of common stock and outstanding convertible notes.
As a result of the reverse stock split, there will be approximately
1.7 million shares of common stock outstanding.
The reverse stock split will affect all stockholders uniformly and
will not alter any stockholder's percentage interest in the
Company's equity, except to the extent that the reverse stock split
would result in a stockholder owning a fractional share. Fractional
shares will not be issued as a result of the reverse stock split;
instead, the Board of Directors determined to effect an issuance of
shares to holders that would otherwise be entitled to a fractional
share such that any fractional shares will be rounded up to the
nearest whole number.
The Company's transfer agent, Computershare Trust Company, N.A.,
will act as exchange agent for the reverse stock split and will
send instructions to stockholders of record regarding the exchange
of certificates for common stock. Stockholders should direct any
questions concerning the reverse stock split to their broker or the
Company's transfer agent, Computershare Trust Company, N.A., at
1-877-261-9291.
About Helios and Matheson
Helios and Matheson Analytics Inc. -- http://www.hmny.com/-- is a
provider of information technology services and solutions, offering
a range of technology platforms focusing on big data, business
intelligence, and consumer-centric technology. More recently, to
provide greater value to stockholders, the Company has sought to
expand its business primarily through acquisitions that leverage
its capabilities and expertise. The Company is headquartered in
New York City, has an office in Miami Florida and has an office in
Bangalore India. The Company's common stock is listed on The
Nasdaq Capital Market under the symbol "HMNY".
Helios and Matheson reported a net loss of $150.8 million for the
year ended Dec. 31, 2017, compared to a net loss of $7.38 million
for the year ended Dec. 31, 2016. As of March 31, 2018, the
Company had $177.1 million in total assets, $179.9 million in total
liabilities and a total stockholders' deficit of $2.76 million.
The report from the Company's independent accounting firm Rosenberg
Rich Baker Berman, P.A., in Somerset, New Jersey, on the
consolidated financial statements for the year ended Dec. 31, 2017,
includes an explanatory paragraph stating that the Company has
suffered recurring losses from operations and negative cash flows
from operating activities. This raises substantial doubt about the
Company's ability to continue as a going concern.
HELIOS AND MATHESON: Issues $6.2M Demand Note to Hudson Bay
-----------------------------------------------------------
Helios and Matheson Analytics Inc. issued on July 27, 2018, a
demand note to Hudson Bay Master Fund Ltd in the principal amount
of $6,200,000, which includes $5.0 million in cash borrowed by the
Company from the Holder and $1.2 million of original issue
discount. No additional interest will accrue under the Demand Note
aside from any Late Charges upon the failure to pay outstanding
amounts under the Demand Note. The Holder may make a demand for
full payment of the Demand Note from and after (x) with respect to
up to $3,100,000 of the principal outstanding under the Demand
Note, Aug. 1, 2018 or (y) with respect to any other amounts then
outstanding under the Demand Note, Aug. 5, 2018. Upon demand, the
Company is also required to pay to the Holder any sum required to
cover the costs and expenses incurred by the Holder in connection
with the drafting and negotiation of the Demand Note as well as all
costs and expenses of any enforcement or collection of the Demand
Note, including, without limitation, reasonable attorneys' fees,
expenses and disbursements. All proceeds received by the Company
on or after July 31, 2018 from sales of common stock under its
outstanding at-the-market offering pursuant to the Equity
Distribution Agreement, dated as of April 18, 2018 between the
Company and Canaccord Genuity LLC, must be applied against any
Initial Principal until no Initial Principal remains outstanding,
and thereafter, against any remaining amounts due under the Demand
Note. The Demand Note's principal, together with accrued and
unpaid Late Charges may be prepaid by the Company without penalty.
With the agreement of the Holder, principal and accrued and unpaid
Late Charges on the Demand Note may be applied to all, or any part,
of the purchase price of securities to be issued upon the
consummation, after July 27, 2018, of an offering of securities by
the Company to the Holder. Any amount of principal or other
amounts due which is not paid when due will result in a late charge
being incurred and payable by the Company to the Holder in an
amount equal to interest on such amount as the rate of 15% per year
from the date such amount was due until the same is paid in full.
If a Payment Default remains outstanding for a period of 48 hours,
the Holder may require the Company to redeem all or a portion of
the Demand Note at a redemption price of 130%.
The Company said the $5.0 million cash proceeds received from the
Demand Note will be used by the Company to pay the Company's
merchant and fulfillment processors. If the Company is unable to
make required payments to its merchant and fulfillment processors,
the merchant and fulfillment processors may cease processing
payments for MoviePass, Inc., which would cause a MoviePass service
interruption. Such a service interruption occurred on July 26,
2018. Such service interruptions could have a material adverse
effect on MoviePass' ability to retain its subscribers. This would
have an adverse effect on the Company's financial position and
results of operations.
MoviePass will execute a guaranty pursuant to which MoviePass
guarantees the punctual payment of the Demand Note, including,
without limitation, all principal, interest and other amounts that
accrue after the commencement of any insolvency proceeding of the
Company or MoviePass, whether or not the payment of such interest
and/or other amounts are enforceable or are allowable and agrees to
pay any and all costs and expenses (including counsel fees and
expenses) incurred by the Holder in enforcing any rights under the
MoviePass Demand Note Guaranty or the Demand Note.
About Helios and Matheson
Helios and Matheson Analytics Inc. -- http://www.hmny.com/-- is a
provider of information technology services and solutions, offering
a range of technology platforms focusing on big data, business
intelligence, and consumer-centric technology. More recently, to
provide greater value to stockholders, the Company has sought to
expand its business primarily through acquisitions that leverage
its capabilities and expertise. The Company is headquartered in
New York City, has an office in Miami Florida and has an office in
Bangalore India. The Company's common stock is listed on The
Nasdaq Capital Market under the symbol "HMNY".
Helios and Matheson reported a net loss of $150.8 million for the
year ended Dec. 31, 2017, compared to a net loss of $7.38 million
for the year ended Dec. 31, 2016. As of March 31, 2018, the
Company had $177.1 million in total assets, $179.86 million in
total liabilities and a total stockholders' deficit of $2.76
million.
The report from the Company's independent accounting firm Rosenberg
Rich Baker Berman, P.A., in Somerset, New Jersey, on the
consolidated financial statements for the year ended Dec. 31, 2017,
includes an explanatory paragraph stating that the Company has
suffered recurring losses from operations and negative cash flows
from operating activities. This raises substantial doubt about the
Company's ability to continue as a going concern.
HIDDEN VALLEY: Full Payment for Pima Country Treasurer Under Plan
-----------------------------------------------------------------
Hidden Valley 80, LLC filed a disclosure statement in connection
with its plan of reorganization dated July 23, 2018.
Ahmad Zarifi is the sole owner and the manager of the Debtor. After
building many homes in central foothills of the Catalina Mountains
in north Tucson, Mr. Zarifi finally opened Skyline Ridge LLC in
1985 and Skyline purchased a 40 Lot Subdivision in Skyline Country
Club estates. Skyline finished building 37 upscale retirement
homes, which sold for an average of $650,000 each. In total, Mr.
Zarifi acting in his individual capacity, or acting as the
principal of Skyline, or through a now-defunct general contractor
Skyline Foothills Homes, LLC, Mr. Zarifi has constructed more than
300 homes in the Tucson area.
Every creditor in this case is also a secured creditor in the
affiliated case of In re Skyline Ridge, LLC. On information and
belief every creditor in this case except the Pima County Treasurer
is a creditor solely because they previously did business with
Skyline Ridge, the owner of which pledged two of the three parcels
of real estate to those creditors in order to negotiate an
extension of the due date of loans or to obtain capital for the use
of Skyline Ridge. All of the money to purchase these three parcels
of real estate came from Skyline Ridge or from Ahmad Zarifi.
The Plan proposes to segregate the creditors of the Debtor into
separate classes. Of these classes, allowed administrative claims
will be paid in full on the Effective Date. And, Allowed priority
claims will receive payments of 100% of their respective allowed
claims, in cash over time, with a market rate of interest, as set
forth in the Plan. The Plan proposes to pay in full all of the
administrative priority claims, and all of the other priority
claims if such exist, on the Effective Date.
The Plan separately classifies the secured creditor with a
statutory lien, Pima County Treasurer, in Class 3, and separately
classifies the secured creditor with a consensual lien, Northern
Trust Bank, in Class 4. Overly simplified, the Plan provides that
Class 3 will be paid in full on the Effective Date, and then this
Debtor will execute a quit claim to transfer all three of the
subject parcels of real property to the Affiliated Debtor Skyline
Ridge LLC. The Debtor has no unsecured creditors.
Given that the Plan is not contingent upon any event and not
contingent upon any financial results to be accomplished by the
Debtor, feasibility of the plan will not be an issue in this case.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/azb4-18-01910-69.pdf
Hidden Valley 80, LLC filed for chapter 11 bankruptcy protection
(Bankr. D. Ariz. Case No. 18-01910) on March 1, 2018, and is
represented by Michael W. Baldwin, Esq. of Michael W. Baldwin P.C.
HOBBICO INC: Alfred Giuliano Named Bankruptcy Trustee
-----------------------------------------------------
The U.S. Trustee appointed Alfred T. Giuliano as trustee in the
case of Hobbico Inc. as of July 18, 2018.
About Hobbico, Inc.
Hobbico, Inc. -- https://www.hobbico.com/ -- is engaged in the
design, manufacturing, marketing and distribution of thousands of
hobby products including radio-control and general hobby products.
The company's merchandise includes a wide variety of radio-control
models from cars and boats to airplanes and helicopters.
Hobbico began in 1971 with just two people and now employs over 650
individuals in facilities that include its West Coast distribution
center in Reno, Nevada, facilities in Penrose, Colorado and Elk
Grove Village, Illinois and its corporate headquarters in
Champaign, Illinois.
Hobbico, Inc., along with its U.S. affiliates, sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 18-10055) on Jan. 10,
2018. In the petition signed by Tom S. O'Donoghue, Jr., chief
restructuring officer, Hobbico estimated assets of $10 million to
$50 million and debt of $100 million to $500 million.
The Hon. Kevin Gross is the case judge.
The Debtors tapped Neal, Gerber & Eisenberg LLP as general
bankruptcy counsel; Morris, Nichols, Arsht & Tunnell LLP as local
bankruptcy counsel; Lincoln International LLC as investment banker;
and Keystone Consulting Group, LLC, and CR3 Partners, LLC, as
restructuring advisors. JND Corporate Restructuring is the notice
and claims agent.
On Jan. 22, 2018, the Office of the U.S. Trustee for Region 3
appointed the Official Committee of Unsecured Creditors. The
Committee retained Cullen and Dykman LLP, as lead counsel;
Whiteford Taylor & Preston LLC, as Delaware counsel; and Emerald
Capital Advisors, as financial advisors.
HOBBICO INC: Case Converted into Chapter 7 Proceeding
-----------------------------------------------------
The Chapter 11 petition of Hobbico Inc. has been converted into a
Chapter 7 proceeding as of July 18, 2018.
About Hobbico, Inc.
Hobbico, Inc. -- https://www.hobbico.com/ -- is engaged in the
design, manufacturing, marketing and distribution of thousands of
hobby products including radio-control and general hobby products.
The company's merchandise includes a wide variety of radio-control
models from cars and boats to airplanes and helicopters.
Hobbico began in 1971 with just two people and now employs over 650
individuals in facilities that include its West Coast distribution
center in Reno, Nevada, facilities in Penrose, Colorado and Elk
Grove Village, Illinois and its corporate headquarters in
Champaign, Illinois.
Hobbico, Inc., along with its U.S. affiliates, sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 18-10055) on Jan. 10,
2018. In the petition signed by Tom S. O'Donoghue, Jr., chief
restructuring officer, Hobbico estimated assets of $10 million to
$50 million and debt of $100 million to $500 million.
The Hon. Kevin Gross is the case judge.
The Debtors tapped Neal, Gerber & Eisenberg LLP as general
bankruptcy counsel; Morris, Nichols, Arsht & Tunnell LLP as local
bankruptcy counsel; Lincoln International LLC as investment banker;
and Keystone Consulting Group, LLC, and CR3 Partners, LLC, as
restructuring advisors. JND Corporate Restructuring is the notice
and claims agent.
On Jan. 22, 2018, the Office of the U.S. Trustee for Region 3
appointed the Official Committee of Unsecured Creditors. The
Committee retained Cullen and Dykman LLP, as lead counsel;
Whiteford Taylor & Preston LLC, as Delaware counsel; and Emerald
Capital Advisors, as financial advisors.
HOBBICO INC: General Claims Bar Date Set for Sept. 26
-----------------------------------------------------
The deadline for all creditors in the case of Hobbico Inc. to file
a proof of claim has been set as September 26, 2018.
The deadline for governmental units to file a proof of claim in the
case is January 14, 2019.
About Hobbico, Inc.
Hobbico, Inc. -- https://www.hobbico.com/ -- is engaged in the
design, manufacturing, marketing and distribution of thousands of
hobby products including radio-control and general hobby products.
The company's merchandise includes a wide variety of radio-control
models from cars and boats to airplanes and helicopters.
Hobbico began in 1971 with just two people and now employs over 650
individuals in facilities that include its West Coast distribution
center in Reno, Nevada, facilities in Penrose, Colorado and Elk
Grove Village, Illinois and its corporate headquarters in
Champaign, Illinois.
Hobbico, Inc., along with its U.S. affiliates, sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 18-10055) on Jan. 10,
2018. In the petition signed by Tom S. O'Donoghue, Jr., chief
restructuring officer, Hobbico estimated assets of $10 million to
$50 million and debt of $100 million to $500 million.
The Hon. Kevin Gross is the case judge.
The Debtors tapped Neal, Gerber & Eisenberg LLP as general
bankruptcy counsel; Morris, Nichols, Arsht & Tunnell LLP as local
bankruptcy counsel; Lincoln International LLC as investment banker;
and Keystone Consulting Group, LLC, and CR3 Partners, LLC, as
restructuring advisors. JND Corporate Restructuring is the notice
and claims agent.
On Jan. 22, 2018, the Office of the U.S. Trustee for Region 3
appointed the Official Committee of Unsecured Creditors. The
Committee retained Cullen and Dykman LLP, as lead counsel;
Whiteford Taylor & Preston LLC, as Delaware counsel; and Emerald
Capital Advisors, as financial advisors.
HOBBICO INC: Sec. 341 Creditors Meeting Set for Aug. 22
-------------------------------------------------------
A meeting of Hobbico Inc.'s creditors is set for August 22, 2018,
at 12:00 p.m. at 844 King Street, Room 3209, in Wilmington,
Delaware.
The meeting will be held pursuant to Sec. 341(a) of the Bankruptcy
Code. A representative of the Debtors is required to attend the
meeting to be questioned under oath. The meeting may be continued
or adjourned to a later date. Creditors may attend, but are not
required to do so.
About Hobbico, Inc.
Hobbico, Inc. -- https://www.hobbico.com/ -- is engaged in the
design, manufacturing, marketing and distribution of thousands of
hobby products including radio-control and general hobby products.
The company's merchandise includes a wide variety of radio-control
models from cars and boats to airplanes and helicopters.
Hobbico began in 1971 with just two people and now employs over 650
individuals in facilities that include its West Coast distribution
center in Reno, Nevada, facilities in Penrose, Colorado and Elk
Grove Village, Illinois and its corporate headquarters in
Champaign, Illinois.
Hobbico, Inc., along with its U.S. affiliates, sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 18-10055) on Jan. 10,
2018. In the petition signed by Tom S. O'Donoghue, Jr., chief
restructuring officer, Hobbico estimated assets of $10 million to
$50 million and debt of $100 million to $500 million.
The Hon. Kevin Gross is the case judge.
The Debtors tapped Neal, Gerber & Eisenberg LLP as general
bankruptcy counsel; Morris, Nichols, Arsht & Tunnell LLP as local
bankruptcy counsel; Lincoln International LLC as investment banker;
and Keystone Consulting Group, LLC, and CR3 Partners, LLC, as
restructuring advisors. JND Corporate Restructuring is the notice
and claims agent.
On Jan. 22, 2018, the Office of the U.S. Trustee for Region 3
appointed the Official Committee of Unsecured Creditors. The
Committee retained Cullen and Dykman LLP, as lead counsel;
Whiteford Taylor & Preston LLC, as Delaware counsel; and Emerald
Capital Advisors, as financial advisors.
ICONIX BRAND: Signs Cooperation Agreement with Sports Direct
------------------------------------------------------------
The Board of Directors of Iconix Brand Group Inc. has appointed
Justin Barnes (i) as a director of the Company and (ii) to each of
the Nominating Committee and the Search Committee. The Board has
determined that Mr. Barnes qualifies as an "independent director"
under the applicable rules of Nasdaq and the rules and regulations
of the SEC.
As of July 25, 2018, Mr. Barnes has not entered into or proposed to
enter into any transactions required to be reported under Item
404(a) of Regulation S-K. Mr. Barnes will be compensated according
to the Company's standard director compensation, receiving a pro
rata amount of the Company's standard director compensation for
2018.
Mr. Barnes, 53, of IBSL Consultancy Limited, previously served as
Head of Brands at Sports Direct and has worked with Sports Direct
as a consultant for a number of years. Mr. Barnes is also a
chartered trade mark attorney and has significant experience in the
field of intellectual property law. Mr. Barnes has a broad range
of operational experience in brand management, licensing and
retail.
Cooperation Agreement
Sports Direct International plc, holder of 5,664,115 shares of
common stock of Iconix Brand Group Inc. (which represents 8.6
percent of the shares outstanding) entered into a cooperation
agreement with Iconix Brand on July 25, 2018, pursuant to which
Iconix Brand agreed that the board of directors of the Company will
appoint Justin Barnes, an individual designated by Sports Direct,
as a director of the Company to serve until the Issuer's 2018
annual meeting of stockholders and designate James Marcum as an
additional director identified by the Reporting Person. Pursuant
to the Cooperation Agreement, the Board will nominate each of the
Investor Directors for election as directors of the Issuer at the
2018 Annual Meeting and recommend, support and solicit proxies for
the election of each of the Investor Directors at the 2018 Annual
Meeting in the same manner and to the same extent as for the
Issuer's other nominees. Additionally, subject to the terms of the
Cooperation Agreement, the Reporting Person has the right to
appoint a non-voting Board and committee observer (who resides in
the United States of America), who has not yet been identified by
the Reporting Person.
The Cooperation Agreement further provides that the Company's slate
of nominees for election as directors of the Issuer at the 2018
Annual Meeting will consist of not more than six director nominees,
including the Initial Investor Director, the Additional Investor
Director, Peter Cuneo, Drew Cohen, Mark Friedman and Sue Gove. The
Issuer Slate may consist of seven director nominees, however, if
the Issuer's permanent chief executive officer is identified and
appointed prior to the mailing date of the Issuer's proxy statement
for the 2018 Annual Meeting. The Issuer also agreed that following
the 2018 Annual Meeting and during the Standstill Period, the size
of the Board will be no more than six (6) directors (except that
the Board may be expanded to seven directors to appoint the
Issuer's permanent chief executive officer as a director, once
identified).
Pursuant to the Cooperation Agreement, Iconix Brand will use its
reasonable best efforts to (i) hold the 2018 Annual Meeting no
later than Oct. 1, 2018 and (ii) hold the Issuer's 2019 annual
meeting of stockholders prior to May 31, 2019.
In connection with the execution of the Cooperation Agreement,
Sports Direct has withdrawn the notice submitted to the Secretary
of the Issuer on May 31, 2018 regarding its intention to nominate a
slate of nominees for election to the Board at the 2018 Annual
Meeting.
Under the Cooperation Agreement, (i) the Board will appoint the Mr.
Barnes to each of the Nominating and Governance Committee of the
Board and the ad hoc CEO Search Committee of the Board and (ii) the
Additional Investor Director will continue to serve as a member of
the Audit Committee of the Board. Additionally, Iconix Brand
agreed to establish a non-Board steering committee to undertake an
operational review of the Company's business and make
recommendations to the Board regarding such matters. The Steering
Committee will remain in effect during the Standstill Period and
will initially consist of each of the Investor Directors, Messrs.
Friedman and Cuneo, Ms. Gove and the Issuer's new permanent chief
executive officer, once identified and appointed.
Pursuant to the Cooperation Agreement, Sports Direct will vote all
shares of Iconix Brand's common stock, $0.001 par value per share,
which it is entitled to vote in favor of (i) the Issuer Slate; (ii)
the Issuer's reverse stock split proposal; and (iii) the Board's
recommendations with respect to any other proposals presented at
the 2018 Annual Meeting, to the extent Institutional Shareholder
Services (ISS) concurs and such recommendations have been
accurately described in writing to the Reporting Person prior to
July 25, 2018.
The Cooperation Agreement requires that both of the Investor
Directors resign from the Board and all applicable committees of
the Board (subject to the Board accepting such resignation), if (i)
at any time Sports Direct's aggregate beneficial ownership of the
Common Stock is less than four percent (4.0%) of the
then-outstanding shares of the Common Stock, or (ii) Sports Direct
or any of its affiliates nominates one or more director candidates
for election to the Board at the 2019 Annual Meeting.
About Iconix Brand
Broadway, New York-based Iconix Brand Group, Inc. --
http://www.iconixbrand.com/-- is a brand management company and
owner of a diversified portfolio of over 30 global consumer brands
across the women's, men's, entertainment, home and international
segments. The Company's business strategy is to maximize the value
of its brands primarily through strategic licenses and joint
venture partnerships around the world, as well as to grow the
portfolio of brands through strategic acquisitions. Iconix Brand
owns, licenses and markets a portfolio of consumer brands
including: Candie's, Bongo, Joe Boxer, Rampage, Mudd, London Fog,
Mossimo, Ocean Pacific/OP, Danskin/Danskin Now, Rocawear/Roc
Nation, Cannon, Royal Velvet, Fieldcrest, Charisma, Starter,
Waverly, Ecko Unltd/Mark Ecko Cut & Sew, Zoo York, Umbro, Lee
Cooper, and Artful Dodger; and interests in Material Girl, Ed
Hardy, Truth or Dare, Modern Amusement, Buffalo, Hydraulic, and
PONY.
Iconix Brand incurred a net loss attributable to the Company of
$489.3 million in 2017, a net loss attributable to the Company of
$252.1 million in 2016 and a net loss attributable to the Company
of $186.5 million in 2015. As of March 31, 2018, Iconix Brand had
$852.4 million in total assets, $832.5 million in total
liabilities, $29.79 million in redeemable non-controlling interest
and a $9.86 million total stockholders' deficit.
The Company stated in its 2017 Annual Report that due to certain
developments, including the decision by Target Corporation not to
renew the existing Mossimo license agreement following its
expiration in October 2018 and by Walmart, Inc. not to renew the
existing Danskin Now license agreement following its expiration in
January 2019, and the Company's revised forecasted future earnings,
the Company forecasted that it would unlikely be in compliance with
certain of its financial debt covenants in 2018 and that it may
otherwise face possible liquidity challenges in 2018. The Company
said these factors raised substantial doubt about its ability to
continue as a going concern. The Company's ability to continue as
a going concern is dependent on its ability to raise additional
capital and implement its business plan.
IHEARTMEDIA INC: Court Grants Shorter Exclusivity Extension
-----------------------------------------------------------
The Hon. Marvin Isgur in Houston, Texas, granted iHeartMedia, Inc.
and its debtor-affiliates a shorter extension of their exclusivity
periods to file and solicit acceptances of a chapter 11 plan.
Specifically, the plan exclusivity period is through and including
November 24, 2018, and the solicitation period is extended through
January 23, 2019.
As reported by the Troubled Company Reporter, iHeartMedia asked the
U.S. Bankruptcy Court for the Southern District of Texas for a
180-day extension of the exclusivity periods to file and solicit
acceptances of a chapter 11 plan through and including Jan. 8, 2019
and March 9, 2019, respectively.
Judge Isgur said the present extension is without prejudice to the
Debtors' right to seek additional extensions as may be necessary or
appropriate.
In seeking an extension of their exclusivity periods, the Debtors
explained they are pursuing a restructuring that is outlined in a
Restructuring Support Agreement. Holders of approximately 82% of
Term Loan Credit Agreement Claims, holders of approximately 70% of
PGN Claims, and holders of approximately 73% of Unsecured Debt
Claims, as well as certain holders of the Debtors' equity
interests, are all party to the Restructuring Support Agreement.
As a result, the transactions contemplated by the Restructuring
Support Agreement enjoy support from Holders of nearly $12 billion
of outstanding debt obligations across the Debtors' capital
structure (including outstanding indebtedness held by the Debtors
and their Affiliates). In furtherance of this restructuring
process, on April 28, 2018, the Debtors filed the Joint Chapter 11
Plan of Reorganization. The broad consensus embodied in the
Restructuring Support Agreement provides a sound foundation for the
Debtors' chapter 11 cases to proceed in an efficient,
cost-effective, and value-maximizing manner.
The Debtors are continuing to proceed through these chapter 11
cases at a steady pace while working to negotiate open items in the
Plan, pursue value-maximizing alternatives, and build greater
consensus for their restructuring. During the first three months of
these chapter 11 cases, the Debtors have, among other things:
(a) achieved fully-consensual orders on all of the Debtors'
First Day operational motions;
(b) achieved a fully consensual resolution to the use of cash
collateral and a stipulation that provides adequate protection
relating to the collateral of the Term Loan/PGN Group (among
others);
(c) obtained approval of and consummated a debtor in
possession financing facility that refinanced the Debtors'
prepetition ABL facility resulting in significant cost savings to
the Debtors' estates;
(d) formulated a long-term business plan; and
(e) filed initial versions of the Plan and Disclosure
Statement.
While they have made substantial progress toward confirming their
Plan, much work still remains to be done, the Debtors told the
Court. The Debtors have subsequently worked to update both the
Plan and Disclosure Statement for various developments and based on
ongoing discussions with their creditors.
The Debtors on June 21, 2018, filed a revised Disclosure Statement.
A hearing to consider approval of the Disclosure Statement will
commence August 2.
The Debtors have continued to actively engage with various parties
in interest not party to the Restructuring Support Agreement to
attempt to build greater consensus regarding the Plan, including
significant discussions with the official committee of unsecured
creditors appointed in these chapter 11 cases. The Debtors also
continue to engage with their non-Debtor affiliate, Clear Channel
Outdoor Holdings, Inc. ("CCOH"), regarding the treatment of CCOH's
unsecured claim against the Debtors and the specifics of the
separation of CCOH from the Debtors that is contemplated under the
Restructuring Support Agreement and Plan.
About iHeartMedia, Inc. and
iHeartCommunications, Inc.
iHeartMedia, Inc. (PINK:IHRT), the parent company of
iHeartCommunications, Inc., is a global media and entertainment
company. Based in San Antonio, Texas, iHeartCommunications
specializes in radio, digital, outdoor, mobile, social, live
events, on-demand entertainment and information services for local
communities, and uses its unparalleled national reach to target
both nationally and locally on behalf of its advertising partners.
The Company operates 849 radio stations. The Company's outdoor
business reaches over 34 countries across five continents.
To implement a balance sheet restructuring, iHeartMedia and 38 of
its subsidiaries, including iHeartCommunications, Inc., filed
voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 18-31274) on March
14, 2018. The cases are jointly administered before Judge Marvin
Isgur.
Clear Channel Outdoor Holdings, Inc. and its subsidiaries did not
commence Chapter 11 proceedings.
As of Sept. 30, 2017, iHeartCommunications had $12.25 billion in
total assets, $23.93 billion in total liabilities, and a total
stockholders' deficit of $11.67 billion.
The Debtors hired Kirkland & Ellis LLP as legal counsel; Jackson
Walker L.L.P. as local bankruptcy counsel; Munger, Tolles & Olson
LLP as conflicts counsel; Moelis & Company and Perella Weinberg
Partners L.P as financial advisors; Alvarez & Marsal as
restructuring advisor; and Prime Clerk LLC as notice & claims
agent.
The 2021 Noteholder Group is represented by Gibson Dunn & Crutcher
LLP and Quinn Emanuel Urquhart & Sullivan, LLP as co-counsel; and
GLC Advisors & Co. as financial advisor. The ad hoc group of Term
Loan Lenders is represented by Arnold & Porter Kaye Scholer LLP as
counsel; and Ducera Partners as financial advisor. The Legacy
Noteholder Group is represented by White & Case LLP as counsel. The
Debtors' equity sponsors are represented by Weil, Gotshal & Manges
LLP as counsel.
The Office of the U.S. Trustee for Region 7 on March 21, 2018,
appointed seven creditors to serve on the official committee of
unsecured creditors in the Chapter 11 cases of iHeartMedia, Inc.
and its affiliates. The Committee tapped Akin Gump Strauss Hauer &
Feld LLP as its legal counsel, FTI Consulting, Inc., as its
financial advisor, and Jefferies LLC as its investment banker.
JC PENNEY: Bank Debt Trades at 4% Off
-------------------------------------
Participations in a syndicated loan under which JC Penney
Corporation is a borrower traded in the secondary market at 96.22
cents-on-the-dollar during the week ended Friday, July 20, 2018,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 0.91 percentage points from the
previous week. JC Penney pays 425 basis points above LIBOR to
borrow under the $1.688 billion facility. The bank loan matures on
June 23, 2023. Moody's rates the loan 'Ba3' and Standard & Poor's
gave a 'B+' rating to the loan. The loan is one of the biggest
gainers and losers among 247 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday,
July 20.
JOSE A. GUZMAN: Weinberg Buying Los Angeles Property for $875K
--------------------------------------------------------------
Jose A. Guzman asks the U.S. Bankruptcy Court for the Central
District of California to authorize the sale of the duplex located
at 3101-3103 Hollydale Drive, Los Angeles, California, County of
Los Angeles, State of California, bearing Parcel ID # 5437-013-001,
to David Weinberg for $875,000, subject to overbid.
On his schedules filed on May 23, 2018, the Debtor listed his
Property. The Debtor lives in one unit and rents out the other. He
has debts including a first mortgage on his home, and certain
unsecured debts, as set forth in his schedules. Given the proposed
sale price, as compared to his secured debts as listed on his
Schedule D, he intends to pay all secured debt in full (consisting
of the mortgage of approximately $597,826), and pay his
non-contingent, undisputed unsecured creditors in full.
With the assistance of real estate broker Jan Neiman of Neiman
Realty, Inc., the Debtor determined that the Property had equity
for the benefit of the Estate. Accordingly, on June 12, 2018, he
filed his Application to Employ Neiman Realty as Real Estate Broker
for the Estate, having listed the Property on June 6, 2018 with
Neiman Realty at the initial asking price of $835,000. The
Application is pending, although the Debtor anticipates it will be
granted before the hearing on the Sale Motion.
The Debtor has received multiple offers to purchase the Property
(at least six), with five of them being for over asking price.
After issuing counter offers and further negotiations, he agreed to
sell the Property for a sales price of $875,000. This will allow
the estate to receive net proceeds of approximately $150,924 (or
more if there is a successful overbidder) from the sale, after
payment of all encumbrances, costs of sale, and capital gains
taxes.
The Buyer and the Debtor have entered into their Residential
Purchase Agreement and Joint Escrow Instructions. As set forth
therein, the Debtor has agreed to sell the Property to the Buyer
for $875,000. The proposed sale is all-cash with all contingencies
to be removed within 7 days after acceptance, subject to Court
approval and overbid, and the property is being sold as-is, without
any warranties, disclosures, or repairs whatsoever.
The close of Escrow will be no later than 30 days after acceptance,
unless the parties agree otherwise in writing. Since the sale is
subject to overbid, the Debtor also asks authority to sell to the
highest qualified overbidder if there is one, or to the next
highest bidder(s) should Buyer or any overbidder default on the
purchase, without the necessity of further notice or Court order.
While the Debtor reserves any and all rights regarding liens
asserted against the Property, known asserted liens on the
Property, as set forth in his Schedule D and in the Preliminary
Title Report, include the the 1st Trust Deed of HSBC Bank USA,
NA/Wells Fargo Home Mortgage, a Division of Wells Fargo Bank, N.A.,
in the estimated amount as of the petition date of $597,826. As
further set forth in the Prelim, it appears that little or no
property taxes will be owing.
As can be seen from the foregoing, liens to be paid, subject to the
Debtor's review, total approximately $597,826. The costs of sale
are estimated at $61,250, or 7% of the Sale Price, including a 5%
broker commission. State and Federal capital gains taxes from the
sale are estimated to be in the amount of $65,000. As such, and
subject to refinement of the above figures and the overbid process
which could generate additional proceeds, the net proceeds from the
sale of the property under the Purchase Agreement after payment of
liens, closing costs, and capital gains taxes are expected to be in
the vicinity of $150,924 or more ($875,000 - apx. $597,826 liens -
apx. $61,250 closing costs - apx. $65,000 cap gains taxes).
The Debtor asks authority to pay the above items, as well as any
lien that may pop up that he deems valid and payable (although none
expected) through escrow, along with ordinary costs upon close of
escrow. He also asks that all net proceeds of the sale after
payment of the foregoing be paid to him as the Debtor for the
benefit of the Estate upon closing.
In the meantime, should any unforeseen lien, claim, or interest be
asserted, he reserves the right to request that up to all net
proceeds of the sale after payment of ordinary and reasonable costs
be paid over to him as Debtor, to be held in a segregated account
by Debtor for the benefit of the Estate pending further Court
order, with liens to attach to the proceeds of sale to the same
extent, validity, and priority with which they attached to the
Property. To effectuate this procedure, the Debtor respectfully
asks that the Court authorizes him to instruct escrow to pay any
undisputed amounts of said liens to the respective claimants, while
reserving any disputed amounts pending further Court order or
agreement with the affected lienholder(s), if any.
The salient terms of the Bidding Procedures are:
a. Deposit: 3% of the proposed purchase price
b. Initial Overbid: $880,000
c. Bid Deadline:
d. Auction: At the Sale Hearing
e. Bid Increments: $2,500
The Debtor submits that the Court should exercise its discretion to
waive the 14-day stay in the case in order to ensure that the sale
closes as quickly as possible, particularly since Debtor does not
believe there will be any objections to the proposed sale, much
less any appeals, such that this matter is not of the type that
concerned the Quanalyze court.
A copy of the Agreement attached to the Motion is available for
free at:
http://bankrupt.com/misc/Jose_Guzman_28_Sales.pdf
Jose A. Guzman sought Chapter 11 protection (Bankr. C.D. Cal. Case
No. 18-15836) on May 21, 2018. The Debtor tapped Charles Shamash,
Esq., at Caceres & Shamash LLP.
KADMON HOLDINGS: Stockholders Elected Seven Directors
-----------------------------------------------------
Kadmon Holdings, Inc., held its annual meeting of stockholders on
July 27, 2018, at which the stockholders elected Harlan W. Waksal,
M.D., Bart M. Schwartz, Esq., Eugene Bauer, M.D., Dixon D.
Boardman, Tasos G. Konidaris, Steven Meehan and Susan Wiviott, J.D.
to the Company's Board of Directors to hold office for terms to
expire in one year or until their successors are elected and
qualified. The proposal to ratify the appointment of BDO USA, LLP
as the Company's independent registered public accounting firm for
the fiscal year ending Dec. 31, 2018 was approved.
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.
KAPPA DEVELOPMENT: Plan Exclusivity Extended Thru July 31
---------------------------------------------------------
In the Chapter 11 case of Kappa Development & General Contracting,
Inc., the U.S. Bankruptcy Court for the Southern District of
Mississippi entered an order extending the Debtor's exclusivity
periods to file a Chapter 11 plan and disclosure statement to 60
days after June 1, 2018 -- that is, July 31.
As reported by the Troubled Company Reporter, Kappa Development
said the requested extension is not filed for purpose of delay, but
instead, the Debtor seeks exclusivity extension in order to have
opportunity to explore all possible Plan alternatives for the
benefit of the estate. The Debtor said it is current with its
operating reports, other administrative matters and the payment of
Quarterly Fees. The Debtor added it has no adequate protection
agreements in place.
The Debtor told the Court that is has lost its bonding capacity and
its worker's compensation insurance coverage expired on July 1,
2018. The Debtor said it has assets to liquidate to fund and
propose a liquidating plan, including but not limited to its
equipment, a substantial judgment as to Mass P. Tinker Blackwell
and Affiliates, a substantial equity in its office building and
other claims and causes of action. Accordingly, the Debtor has
decided to change to a liquidating plan and needs additional time
to prepare the same.
About Kappa Development
Kappa Development & General Contracting, Inc., based in Gulfport,
Miss., filed a Chapter 11 petition (Bankr. S.D. Miss. Case No.
17-51155) on June 12, 2017. In the petition signed by Randy
Blacklidge, president, the Debtor estimated $1 million to $10
million in both assets and liabilities. The Hon. Katharine M.
Samson presides over the case. Nicholas Van Wiser, Esq., at Byrd &
Wiser, serves as bankruptcy counsel to the Debtor.
LA STEEL: Taps Shulman Hodges as Legal Counsel
----------------------------------------------
LA Steel Services, Inc. seeks approval from the U.S. Bankruptcy
Court for the Central District of California to hire Shulman Hodges
& Bastian LLP as its legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; assist in the preparation of a plan of
reorganization; and provide other legal services related to its
Chapter 11 case.
The firm's hourly rates range from $185 to $645. Prior to the
petition date, the Debtor paid Shulman Hodges a retainer in the sum
of $200,000.
James Bastian, Jr., Esq., a partner at Shulman Hodges, disclosed in
a court filing that his firm is "disinterested" as defined in
section 101(14) of the Bankruptcy Code.
The firm can be reached through:
James C. Bastian, Jr., Esq.
Shulman Hodges & Bastian LLP
100 Spectrum Center Drive, Suite 100
Irvine, CA 92618
Tel: 949-340-3400
Email: jbastian@shbllp.com
About LA Steel Services
LA Steel Services, Inc. -- http://www.lasteelservices.com/-- is a
construction company in Corona, California, specializing in heavy
highway and bridge construction and public or civil works
infrastructure. It also offers reinforcing steel design
consultations, value engineering, and constructability review.
LA Steel Services sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Cal. Case No. 18-15841) on July 12,
2018. In the petition signed by Pamela Lee Albright, president,
the Debtor disclosed $5.15 million in assets and $3.51 million in
liabilities. Judge Mark D. Houle presides over the case.
LIBERTY ASSET: Mai Thon Ly Buying Duarte Property for $75K
----------------------------------------------------------
Liberty Asset Management Corp., asks the U.S. Bankruptcy Court for
the Central District of California to authorize the sale of the
vacant land located in City of Duarte, County of Los Angeles,
California, APN: 8602-018-005, and referred to as the Mel Canyon
land, to Mai Thon Ly for $75,000.
Lowridge is the owner of record for the Property, which is vacant
land in the city of Duarte. After the Petition Date, the Debtor,
the Committee, Lucy Gao and Benny Kirk, individually, and on behalf
of their related entities, including, without limitation, Lowridge,
entered into a stipulation for turnover pursuant to which all of
their respective rights and interests were turned over to the
Debtor. On Sept. 13, 2016, the Court entered its order approving
the stipulation.
Pursuant to the turnover stipulation, Ms. Gao was required to
transfer the Property from Lowridge to the Debtor. However, this
did not occur. Since Lowridge is not a debtor in bankruptcy,
although it is deemed to hold the Property for the benefit of the
Debtor and this estate, through Mr. Perkins, Lowridge engaged
Coldwell Banker (6% commission) to market and sell the Property as
of January 2018 pursuant to a listing agreement. Coldwell Banker
evaluated the Property and commenced marketing efforts, including
listing it in the Multiple Listing Service, at $149,000.
Through marketing efforts, the Debtor learned that the Property had
negative conditions, including being located on an earthquake
fault, which would make development difficult, risky and expensive.
After months of marketing efforts, the only offer was received from
the Buyer for full price. After conducting due diligence, which
revealed the issues, the Buyer offered to purchase the Property for
substantially less. After negotiations and counter-offers, the
Buyer, on the one hand, and Lowridge and the Debtor, on the other
hand, agreed on a sale price of $75,000, free and clear of all
liens, claims and interests. All contingencies related to the sale
have been satisfied or waived.
The Debtor was of the understanding that the Property was
unencumbered by any liens. As is customary in a sale, a
Preliminary Title Report was obtained. According to the PTR, a deed
of trust was recorded in 1966 and still remains. This is likely an
error in failing to record a reconveyance in light of the fact that
the Property was purchased more than half a century later with no
reference to such an obligation.
In an overabundance of caution, the Debtor, through the counsel,
sent a letter to the trustor, trustee and beneficiary related to
such deed of trust to clear title. It is hopeful that this will be
resolved by the time of the hearing. At a minimum, the Debtor
believes that the Property may be sold free and clear of this
alleged obligation with the alleged lien to attach to the sale
proceeds with the same extent, validity and priority it was
entitled to prior to the sale.
The fact that the Property is already in escrow as a result of
Coldwell Banker's efforts, the Debtor believes that Coldwell Banker
is well qualified to be compensated as real estate broker in the
case. It is informed and believes that the commission represents
the standard commission rates used within the local real estate
industry for sales of similar undeveloped property.
The Buyer is represented by Century 21 Village Realty. Based on a
sale price of $75,000, the total commission is $4,500 or $2,250 for
the listing broker and $2,250 for the buying broker. The brokers
will be paid from sale proceeds upon closing of the sale
transaction.
The Debtor asks the Court to authorize it to pay all sale closing
costs from the sale proceeds, and to establish an escrow of the
sale proceeds in the amount of the disputed secured claims pending
further order of the Court.
A copy of the Agreements attached to the Motion is available for
free at:
http://bankrupt.com/misc/Liberty_Asset_673_Sales.pdf
A hearing on the Motion is set for July 12, 2018 at 11:00 a.m.
About Liberty Asset Management
Before ceasing operations, West Covina, California-based Liberty
Asset Management Corporation was a real estate management company.
Its mission was to seek out real estate opportunities throughout
Northern and Southern California, invest in such opportunities, and
manage them.
Liberty Asset Management Corporation filed for Chapter 11
protection (Bankr. C.D. Cal. Case No. 16-13575) on March 21, 2016.
The Debtor estimated assets at $100 million to $500 million and
debt at $50 million to $100 million. The petition was signed by
Benjamin Kirk, CEO.
The Debtor tapped Leven Neale Bender Yoo & Brill LLP, as counsel.
The Debtor also engaged SierraConstellation Partners LLC, as
restructuring management advisor, and Lawrence R. Perkins, as chief
restructuring officer.
The Office of the U.S. Trustee on April 27, 2016, appointed three
creditors to serve on an official committee of unsecured creditors.
The Committee tapped Jeremy V. Richards, Esq., John D. Fiero,
Esq., Gail S. Greenwood, Esq., and Victoria A. Newmark, Esq., at
Pachulski Stang Ziehl & Jones LLP, in Los Angeles, California, as
counsel. Development Specialists Inc. serves as the Committee's
financial advisor.
LIFE SETTLEMENTS: Talks with GERS, Potential DIP Lender Underway
----------------------------------------------------------------
Life Settlements Absolute Return I, LLC, asks the U.S. Bankruptcy
Court for the District of Delaware to extend the Debtors' exclusive
periods to file a chapter 11 plan or plans, and to solicit
acceptances of the plan(s) for approximately 90 additional days
through and including October 29, 2018, and December 27, 2018,
respectively.
The Debtors explain that they continue to negotiate with the
Employees' Retirement System of the Government of the Virgin
Islands, regarding GERS's status as a secured creditor and its
alleged ability to seek and obtain adequate protection regarding
the Debtors' motion for authority to use cash collateral.
Regarding the status of GERS's lien, the Debtors tell the Court
they cannot finalize an appropriate plan of reorganization while
this issue remains unresolved. After obtaining a first extension to
their Exclusivity Periods in May, the Debtors and GERS participated
in a mediation on June 18, 2018, to attempt to reach a global
resolution regarding the status of GERS's lien. Although the
Debtors and GERS did not reach a resolution on the date of the
mediation, negotiations towards resolving this issue remain ongoing
and offers of settlement have been exchanged. The Debtors need
additional time to see if this significant matter can be resolved
without the need for an adversary proceeding.
The Debtors also relate that they have made substantial progress.
The Debtors have contacted no fewer than 19 lenders and discussed
potential terms for DIP financing and an exit credit facility. As
of the First Exclusivity Extension, the Debtors and an unnamed
lender had finalized a term sheet for exit financing. The Debtors
and the lender are in ongoing negotiations over the form of the
loan documents and are hopeful to finalize the deal soon. The
Debtors hope to seek Court approval of this financing in short
order. The financing sought by the Debtors will provide the means
for funding the Debtors' reorganization plan and their emergence
from chapter 11 as going concern entities.
A hearing on the request is set for August 28.
About Life Settlements Absolute Return I
Life Settlements Absolute Return I, LLC and Senior LS Holdings,
LLC, are privately held companies that purchase life insurance
policies from policy holders. Their principal assets are located
at 6th and Marquette Minneapolis, MN 55479. The Attilanus Fund I,
L.P. owns 100% equity interest in Life Settlements Absolute.
Affiliates, Life Settlements Absolute Return I, LLC and Senior LS
Holdings, LLC filed separate Chapter 11 petitions (Bankr. D. Del.
Case Nos. 17-13030 and 17-13031, respectively) on Dec. 29, 2017.
In the petitions signed by Robert J. Davey, III,
secretary/treasurer, Life Settlements estimated $10 million to $50
million in assets and $100 million $500 million in liabilities; and
Senior LS estimated $10 million to $50 million in assets and under
$50,000 in liabilities.
The cases are assigned to Judge Mary F. Walrath.
Bayard, P.A., serves as the Debtors' local counsel; Nelson Mullins
Riley & Scarborough LLP, is general bankruptcy counsel; and Elliott
Davis, LLC, is the accountant.
MCCAMEY COUNTY HOSP: Moody's Affirms Ba3 Issuer Rating
------------------------------------------------------
Moody's Investors Service has affirmed McCamey County Hospital
District, TX's outstanding long-term issuer and general obligation
limited tax (GOLT) ratings at Ba3 and B1 respectively. The outlook
has been revised to stable from negative.
RATINGS RATIONALE
The affirmation of the Ba3 long-term issuer and B1 general
obligation limited tax ratings reflects the district's moderately
strained financial operations, exacerbated by the volatility in the
oil and gas sector over the past several years. The ratings also
consider the successful implementation of cost-reduction measures,
as well as, increased patient revenues which have helped to
partially mitigate the decline in property tax revenue.
Additionally, the district's above average debt profile in
conjunction with a modest pension burden are also factored into the
ratings.
The one notch distinction between the B1 underlying rating and Ba3
issuer long-term rating reflects the lack of taxing headroom
between the current tax rate imposed for debt service and statutory
maximum, lack of full faith and credit pledge and inability to
override the tax cap. The maximum tax rate of $7.50 per $1,000 of
assessed value (AV) applies to the combined tax rates for M&O and
debt service.
RATING OUTLOOK
The stable outlook reflects the recent stabilization of the oil and
gas sector, leading to increased assessed values in the district
during fiscal 2019. The additional property tax revenue coupled
with effective cost-cutting measures will help to move the district
closer towards a stable financial profile in subsequent fiscal
years.
FACTORS THAT COULD LEAD TO AN UPGRADE
- Continued growth in assessed values
- Significant increase in liquidity
FACTORS THAT COULD LEAD TO A DOWNGRADE
- Material reduction in liquidity
- Further declines in assessed values that cannot be offset by
rate changes
- Operational disruption from key employee turnover risk
LEGAL SECURITY
The bonds are secured by a direct and continuing ad valorem tax,
levied on all taxable property in the district, within the limits
prescribed by law.
PROFILE
McCamey County Hospital District covers approximately 412 square
miles and is in located west Texas in the southwestern portion of
Upton County. Its boundaries are coterminous with McCamey
Independent School District. The McCamey Hospital is a critical
access hospital with 14 beds licensed for both acute and swing bed
care. The district also operates a fully occupied 30 bed nursing
home facility, a rural health clinic, a wellness center, a
cardiology clinic and physical therapy clinic.
MCCLATCHY CO: Reports Second Quarter 2018 Results
-------------------------------------------------
McClatchy reported a net loss in the second quarter of 2018 of
$20.4 million, or $2.62 per share. In the second quarter of 2017
McClatchy reported a net loss of $37.4 million, or $4.91 per
share.
The company reported an adjusted net loss of $5.6 million, which
excludes severance and certain other items in the second quarter of
2018, compared to an adjusted net loss of $4.1 million in the
second quarter of 2017.
Craig Forman, McClatchy's president and CEO, said, "In the 2018
second quarter, newspaper-industry headwinds continued but
nonetheless our digital transformation progressed despite these
industry challenges. We saw many areas of sequential improvement:
our total digital advertising revenues were up almost 8%, while our
digital-only advertising revenues grew more than 20%. In the first
quarter of 2018 we achieved a milestone in our digital
transformation that was repeated in the second quarter: total
digital advertising revenues exceeded our print newspaper
advertising revenues and that trend accelerated in the quarter just
ended. Indeed, in May and June we met another milestone: our
digital-only advertising revenues exceeded our print newspaper
advertising revenues. Finally, while print advertising was down
double digits, even in this hard-hit category, we saw improvement
in the trend of our print advertising business in almost all
categories."
"We ended the quarter with 122,400 digital-only subscribers, up
34.5% from the same period in 2017, an accelerated pace of growth
from the first quarter. We continue to be excited about our
digital future and to invest in the growth engines of our
business."
Forman continued, "We are gratified to have completed the
refinancing of the vast majority of our debt earlier this month,
which provides us more runway for our digital transformation. We
reduced our first-lien debt by 10% to $310 million and extended the
nearest-maturity debt to 2026, eight years from now, and we were
able to complete a transaction on reasonable terms earlier than
many anticipated. We appreciate the confidence and support shown
by our investors.
"In our new debt structure, we will pay down the first lien notes
from excess cash flows and certain asset sales and this ability to
prepay debt is a positive term of the 2026 notes indenture that we
sought from investors."
Second Quarter Results
Total revenues in the second quarter of 2018 were $204.3 million,
down 9.2% compared to the second quarter of 2017. Total
advertising revenues were $107.0 million, down 14.6% in the second
quarter of 2018 compared to the second quarter of 2017. The rate
of decline in total advertising revenues in the second quarter
reflects a sequential improvement from the first quarter of 2018 of
2.1% due to the improvements in digital advertising and the reduced
impact of print advertising declines on the business.
Digital-only advertising revenues grew 20.2% in the second quarter
of 2018, and total digital advertising revenues, which include
digital-only advertising and bundled digital and print advertising,
increased 8.0% compared to the same quarter last year. Direct
marketing declined 19.0% compared to the same quarter 2017. This
represents an improvement of almost three percentage points
compared to the first quarter of 2018 and is due to improving
trends in revenues from preprints delivered to non subscribers.
Direct marketing continues to be negatively impacted by the soft
advertising environment, specifically the retail space.
Audience revenues were $84.8 million, down 5.7% in the second
quarter compared to the same period in 2017 reflecting declines in
print subscribers. However, digital-only audience revenues were up
21.8%, owing largely to digital-only subscriber growth.
Digital-only subscribers grew 34.5% to 122,400 as of the end of the
second quarter.
Average total unique visitors to the company's online products were
65.6 million in the second quarter of 2018.
Revenues exclusive of print newspaper advertising accounted for
80.4% of total revenues in the second quarter of 2018, an increase
from 74.7% in the second quarter of 2017.
Results in the second quarter of 2018 included the following
items:
* A non-cash charge of $10.1 million to increase a valuation
allowance on the company's deferred tax assets;
* A non-cash loss on real estate transactions and charges
associated with relocations of certain operations resulting
in charges of $0.4 million ($0.3 million after-tax);
* Severance charges totaling $4.9 million ($3.6 million after-
tax);
* Costs related to reorganizing operations totaling $0.4
million ($0.3 million after-tax); and
* Costs related to co-sourcing information technology
operations, accelerated depreciation, and other miscellaneous
costs totaling $0.5 million ($0.4 million after-tax).
Adjusted net loss, which excludes the items above, was $5.6 million
as compared to $4.1 million in the same period last year. Adjusted
EBITDA was $30.0 million in the second quarter of 2018, down 22.4%
compared to the second quarter last year. Operating expenses were
down 4.8%, while adjusted operating expenses, which exclude
non-cash and certain other charges, were down 5.0% in the second
quarter of 2018 compared to the same quarter last year.
Other Second Quarter Business and Recent Highlights
Real Estate Transaction:
As announced on April 24, 2018, the company completed the sale and
leaseback of its real property in Columbia, SC, home to The State
and its related online products, for approximately $13 million of
after-tax proceeds.
Debt and Liquidity:
The company finished the quarter with $20.1 million in cash,
resulting in net debt of $689.4 million. As previously announced,
on July 16, 2018, the company issued $310 million of 9.00% senior
secured notes due 2026 and entered into other junior debt
instruments. Upon the issuance of the 2026 Notes the company
deposited sufficient funds with the 2022 bond trustee for its 9.0%
senior secured notes due 2022 to pay the redemption price in
respect of all outstanding 2022 Notes, plus accrued and unpaid
interest. Simultaneously the company called for a full redemption
of its 2022 Notes, which will be fully redeemed on Aug. 15, 2018 at
the call price of 104.5%, plus accrued and unpaid interest.
As a consequence of the foregoing, the company satisfied and
discharged the indenture for the 2022 Notes and the related
security documents and the collateral and guarantees for the 2022
Notes were released and terminated.
Also on July 16, 2018, the company entered into a Junior Lien Term
Loan Credit Agreement with Chatham Asset Management LLC and its
affiliates. The Term Loan Agreement provides for two tranches of
term loans, Tranche A in the aggregate principal amount of $157.1
million and Tranche B in the aggregate principal amount of $193.5
million. The Tranche A term loan accrues interest at a rate of
7.795% per annum and matures on July 15, 2030, while the Tranche B
term loan accrues interest at a rate of 6.875% per annum and
matures on July 15, 2031. The liens securing the collateral for
the term loans are subordinated to the liens in the 2026 Notes and
the asset-based lending credit facility agreement.
The proceeds of the Tranche A loans were used to effect the
exchange with Chatham of $82.1 million principal amount of 7.15%
unsecured debentures due 2027 and cash that was used to pay down
2022 Notes and to pay certain fees and expenses in connection with
the refinancing transactions. The proceeds of the Tranche B loans
were used to effect the exchange with Chatham of $193.5 million of
the company's 6.875% unsecured debentures due 2029.
In connection with the issuance of the 2026 Notes and the Term Loan
Agreement, the company terminated its $65 million revolving credit
agreement with Bank of America, N.A. and other lenders and entered
into a $65 million ABL Credit Facility with Wells Fargo, N.A.
Availability under the ABL Credit Facility is subject to a
borrowing base comprised of eligible receivables and eligible
inventory. As of the end of the second quarter, proforma for the
refinancing, the company had approximately $47.5 million of total
borrowing base capacity under the ABL Credit Facility, of which $10
million was drawn at the time of closing. Also, proforma for the
refinancing, the company's first lien leverage ratio based on
EBITDA, as defined in the indenture, was 2.0 times EBITDA, and its
total leverage ratio was 4.9 times EBITDA.
The principal agreements for the refinancing will be filed as
exhibits to the company's second quarter Form 10-Q, which is
expected to be filed by Aug. 10, 2018.
First Six Months Results of 2018
Total revenues for the first six months of 2018 were $403.2
million, down 9.7% compared to the first six months of 2017.
Advertising revenues were $206.8 million, down 15.6% compared to
the first six months of last year. Softness in print advertising
negatively impacted advertising revenues but was partially offset
by growth in digital-only advertising revenue of 20.9% when
compared to the first half of 2017. Direct marketing declined
20.4% compared to the first half of 2017. All categories of
advertising were impacted by the soft advertising environment,
which saw some improvement in the second quarter of 2018.
Audience revenues were $171.1 million, down 5.6% compared to the
first six months of 2017 and digital-only audience revenues were up
19.2% over the same period due to the growth in digital
subscribers.
The company reported a net loss for the first half of 2018 of $59.3
million, or $7.66 per share. Net loss for the first half of 2017
was $133.0 million or $17.49 a share, which included non-cash
after-tax impairment charges of $105.6 million that were mainly
attributable to the write-down of its CareerBuilder investment.
Results for the first six months of 2018 included the following
items:
* A non-cash charge of $24.4 million to increase a valuation
allowance on the company's deferred tax assets;
* Severance charges totaling $7.6 million ($5.6 million after-
tax);
* Losses on extinguishment of debt of $5.4 million ($4.1
million after-tax);
* A non-cash loss on real estate transactions net of charges
associated with relocations of certain operations resulting
in charges loss of $0.8 million ($0.6 million after-tax);
* Costs related to co-sourcing information technology
operations, accelerated depreciation, and other miscellaneous
costs totaling $0.7 million ($0.5 million after-tax); and
* Costs related to reorganizing operations totaling $0.6
million ($0.5 million after-tax).
Adjusted net loss, which excludes the items above, was $23.6
million, as compared to $18.4 million in the same period last year.
Adjusted EBITDA was $50.5 million in the first half of 2018, down
18.6% compared to the first half of last year. Operating expenses
were down 7.8%, while adjusted operating expenses, which exclude
non-cash and certain other charges, were down 7.5% in the first
half of 2018 compared to the same period last year.
Outlook
Craig Forman, CEO said, "As we look to the rest of 2018 we are
encouraged to see our investments in our digital transformation
beginning to pay off. In the second quarter, we saw sequential
improvement in advertising largely because of the investments we
have made in sales tools and restructuring of our sales team and we
expect that trend to continue in the second half of 2018. In
addition, we continue to see growth in digital-only subscriptions
and more of our bundled print/digital subscribers are adding our
digital products to their daily routine. Finally, with the
refinancing of our debt, we now have a longer runway to complete
this transition to a digital-centric media company."
"While print newspaper advertising revenues are important to the
business, they remain volatile, and are expected to decline. Thus,
print revenues will become a smaller percent of total revenues.
Digital subscribers are projected to grow at the current or an
accelerating pace for the remainder of 2018. The growth in digital
subscribers is expected to largely offset continuing declines in
print circulation, resulting in low single-digit revenue declines.
"Management plans to reduce GAAP and adjusted operating expenses
and will monitor costs for the remainder of the year to achieve
expense performance in line with revenue performance. Management
expects to continue to reinvest some of the legacy cost savings in
additional investments in news and sales infrastructures, as well
as in technology and products, to continue to generate new
advertising and subscriber revenues."
Elaine Lintecum, McClatchy's CFO, said, "We will continue to apply
our cash flow and proceeds from asset sales to reduce debt. Under
our new 2026 Notes, we now have a mechanism to prepay debt from
these sources without incurring significant breakage costs. The
effective cash interest rate on our debt remains largely unchanged
at 7.9% compared to 8.0% prior to the refinancing. I believe this
is the first significant refinancing for a newspaper company since
2014 and we are happy to complete it with such a positive outcome
for the company and its shareholders."
Lintecum continued, "Given the increase in longer-term treasury
rates since the beginning of 2018, we are happy to have locked in
reasonable interest rates in our refinancing, and removed future
potential market risk. And on the plus side we are seeing the
benefits in the funding position of our qualified pension plan.
Based on discount rates as of June 30, 2018, we estimate that the
plan funding level improved more than $50 million, to an
underfunded position of approximately $422 million from the $476
million we reported at the end of 2017."
The company's consolidated statistical report, which summarizes
revenue performance for the second quarter and first half of 2018
and 2017, is available for free at https://is.gd/oPXQpE
About McClatchy
The McClatchy Company operates 30 media companies in 14 states,
providing each of its communities with news and advertising
services in a wide array of digital and print formats. McClatchy
is a publisher of iconic brands such as the Miami Herald, The
Kansas City Star, The Sacramento Bee, The Charlotte Observer, The
(Raleigh) News & Observer, and the (Fort Worth) Star-Telegram.
McClatchy is headquartered in Sacramento, Calif., and listed on the
New York Stock Exchange American under the symbol MNI.
McClatchy incurred a net loss of $332.4 million for the year ended
Dec. 31, 2017, following a net loss of $34.19 for the year ended
Dec. 25, 2016. As of April 1, 2018, McClatchy had $1.38 billion in
total assets, $1.62 billion in total liabilities and a
stockholders' deficit of $239.95 million.
* * *
In March 2018, S&P Global Ratings lowered its corporate credit
rating on The McClatchy Co. to 'CCC+' from 'B-'. The rating
outlook is stable. "The downgrade reflects our view that
McClatchy's capital structure is unsustainable at current leverage
and discretionary cash flow (DCF) levels. Still, we don't expect a
default to occur during the next 12 months. McClatchy has no
imminent liquidity concerns, full availability on its $65 million
revolving credit facility due 2019, low capital expenditures, and
it generates positive DCF.
McClatchy continues to hold Moody's Investors Service's "Caa1"
corporate family rating. In December 2015, Moody's affirmed the
"Caa1" corporate family rating rating and changed the rating
outlook to stable from positive due to continued weakness in the
print advertising market and the ongoing pressure on the company's
operating cash-flow. McClatchy's "Caa1" Corporate Family Rating
reflects persistent revenue pressure on the company's newspaper and
print operations, reliance on cyclical advertising spending, and
its high leverage including a large underfunded pension.
MCMAHAN-CLEMIS INSTITUTE: May Use Cash Collateral on Interim Basis
------------------------------------------------------------------
The Hon. Janet S. Baer of the U.S. Bankruptcy Court for the
Northern District of Illinois authorized McMahan-Clemis Institute
of Otolaryngology, S.C. to use cash collateral upon the terms and
conditions contained in the Interim Order to avoid immediate and
irreparable harm to the estate.
The Debtor may use the collateral and cash collateral only as set
forth for each line item on the Budget, up to and including July
12, 2018, to the extent of plus or minus 10% of the Revised Budget
to account for minor variances. The Budget for the period of June
22 through July 18, 2018 shows total cash disbursements of
approximately $38,252.
Lake Forest Bank & Trust Company, N.A. is granted and will have
post-petition replacement liens, to the extent and with the same
priority as held pre-petition, in and to the cash collateral and
all post-petition property of the Debtor of the same type or kind
substantially equivalent to the pre-petition collateral.
During the time period covered by the Interim Order, Dr. John T.
McMahan, for himself or any person related to or claiming through
him or any entity owned by him or in which he has an ownership
interest, will not be paid any sums, whether as compensation or
otherwise from any property of the estate now existing or hereafter
acquired, without further order of the Court.
The Debtor's Motion for Use of Cash Collateral is continued for
further hearing to July 12, 2018 at 10:30 a.m.
A full-text copy of the Interim Order is available at
http://bankrupt.com/misc/ilnb18-17563-28.pdf
About McMahan-Clemis Institute
of Otolaryngology S.C.
McMahan-Clemis Institute of Otolaryngology, S.C., d/b/a Physician's
Hearing Aid Services, Inc. sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. N.D. Ill. Case No. 18-17563) on June
20, 2018. In the petition signed by John T. McMahan, president,
the Debtor estimated assets of less than $50,000 and liabilities of
less than $1 million. Judge Lashonda A. Hunt presides over the
case. The Debtor is represented by Gregory K. Stern, P.C.
MEDAILLE COLLEGE, NY: S&P Rates $9.35MM 2018 Revenue Bonds 'BB'
---------------------------------------------------------------
S&P Global Ratings assigned its 'BB' long-term rating to Buffalo &
Erie County Industrial Land Development Corp., N.Y.'s $9.35 million
series 2018 revenue bonds, issued for Medaille College.
S&P Global Ratings also affirmed its existing rating on the
college's series 2013 revenue bonds. The outlook is stable.
"The stable outlook reflects our expectation that during the next
year, Medaille's operating deficits will persist, and that
enrollment and available resources will remain at or near current
levels," said S&P Global Ratings credit analyst Luke Gildner.
S&P said, "We assessed Medaille's enterprise profile as adequate,
characterized by a regional student draw and student quality that
remains well below the national average. Enrollment has begun to
rebound in the past two fiscal years, following a substantial
historical decline. We assessed Medaille's financial profile as
vulnerable, with a trend of moderate full-accrual deficits and
modest available resources ratios for the rating category."
Combined, these credit factors lead to an indicative stand-alone
credit profile of 'bb' and a final rating of 'BB'. The 'BB' rating
reflects S&P's assessment of Medaille's following weaknesses:
-- Persistent full-accrual operating deficits and weak available
resource ratios; Very high reliance on student-generated revenues;
-- Limited demand flexibility, with moderately weak selectivity
and below-average student quality; and
-- Limited history of fundraising and a very small endowment.
The 'BB' rating reflects S&P's assessment of Medaille's strengths:
-- A matriculation rate that is healthy for the rating category,
and
-- Stabilizing enrollment over the past two years with good growth
at the graduate level. Securing the bonds is a general obligation
and a mortgage lien on the central campus of the college.
Medaille College, in Buffalo, was founded in 1875 by the Sisters of
St. Joseph as an institute to prepare religious educators to staff
Catholic schools. In 1968, the charter was changed to create a
coeducational college. In the 1970s, Medaille experienced rapid
expansion and implemented a resident student program in 1991. The
majority of students come from western New York state and southern
Ontario, Canada, and there is a satellite campus in Rochester, N.Y.
Medaille offers 19 bachelor degree programs, 13 master's degree
programs, one doctoral program, 12 online degrees, nine certificate
programs, and six advanced certificate programs.
MEEKER NORTH: PCO Files Initial Report
--------------------------------------
William Whited, Oklahoma State Long-Term Care Ombudsman, having
been appointed Patient Care Ombudsman for Meeker North Dawson
Nursing, LLC, filed an initial report to the Court pursuant to 11
U.S.C Section 333.
The PCO has visited Meeker North Dawson Nursing, LLC, personally on
one occasion since the appointment. He observed the care of
residents, meal service, food and other supplies, spoke with
residents, and staff in all sections of the facility. No complaints
were voiced by residents or staff.
Two State Long-Term Care Ombudsman designees, Michelle GOins and
Tony Fullbright, also conducted visits to Meeker Nursing Home.
During the visit by the designees the Ombudsman noted the
following:
1. The facility was meeting the care needs of the residents
during each visit;
2. The facility has met the minimum staffing ratios set forth in
OklahomaNursing Home Care Act;
3. All supplies and food stocks have been adequate durong each
visit;
4. No complaints relating to care have been received by the
Office of theState Long-Term Care Ombudsman during this reporting
period, and
5. A review of survey and complaint information from the
Oklahoma StateDepartment of Health indicates no substantiated
complaints or deficiencies havebeen issued since the appointment of
the patient care Ombudsman.
A full-text copy of the PCO Initial Report is available for free
at:
http://bankrupt.com/misc/ganb18-56883-69.pdf
About Meeker North Dawson Nursing
Meeker North Dawson Nursing, LLC, sought protection under Chapter
11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 18-56883) on
April 24, 2018. In the petition signed by Christopher F. Brogdon,
managing member, the Debtor estimated assets of less than $50,000
and liabilities of less than $1 million.
Theodore N. Stapleton P.C. serves as its legal counsel; and Synergy
Healthcare Resources, LLC, as its financial advisor.
Daniel M. McDermott, the U.S. Trustee for Region 21, appoints
William J. Whited as the patient care ombudsman in the Chapter 11
case of Meeker North Dawson Nursing, LLC.
MIDATECH PHARMA: Expects GBP5.8M Product Revenues for H1 2018
-------------------------------------------------------------
Midatech Pharma reported a trading update for the six months ended
June 30, 2018.
The Company remains on track to deliver financial results in line
with market expectations for FY18. For the six months to June
2018, the Board expects total gross product revenues of
approximately GBP 5.8 million, a 16% increase from the GBP 5.0
million recorded in the six months to June 2017. Sales for the
second half of 2017 represented 56% of full year gross product
sales, and the Board anticipates a similar split in 2018, subject
to continued sales growth at historic rates.
As previously announced, the Board continues to review a range of
options to meet its cash flow needs, including non-dilutive
financing and other strategic alternatives.
The Company also notes that the clinical trials for two of its key
oncology drug candidates, the sustained release product
Q-Octreotide MTD201 for the treatment of acromegaly and carcinoid
cancer and MTX110 for the treatment of Diffuse Intrinsic Pontine
Glioma or "DIPG", continue to progress well, along with the
clinical trial preparation work currently underway for MTD119, the
Company's advanced liver cancer drug candidate which received
Orphan Drug Designation earlier this year. The Company remains on
track to announce the results of the initial phase of its ongoing
first in-human study of Q-Octreotide MTD201 in late Q3 or early Q4
2018.
Commenting on trading update, Dr Craig Cook, CEO of Midatech, said:
"I am pleased to report a strong trading update for the first half
of the year, with continued sales growth in our US business and
significant progress made in our key clinical programmes, MTD201
and MTX110. There is renewed momentum throughout the Group as we
progress towards the key value inflection points for our clinical
pipeline over the next eighteen months, and we remain focused on
bringing our innovative and potentially life-changing therapies to
market in areas of significant unmet need."
The Company will announce its interim results in September 2018.
About Midatech Pharma
Midatech Pharma PLC -- http://www.midatechpharma.com/-- is an
international specialty pharmaceutical company focused on the
research and development of a pipeline of medicines for oncology
and immunotherapy. Midatech's strategy is to internally develop
oncology products, and to drive growth both organically and through
strategic acquisitions. The Company's R&D activities are focused
on three innovative platform technologies to deliver drugs at the
"right time, right place": gold nanoparticles ("GNPs") to enable
targeted delivery; Q-Sphera polymer microspheres to enable
sustained release ("SR") delivery; and Nano Inclusion ("NI") to
provide local delivery of therapeutics, initially to the brain.
Midatech Pharma US is the Group's US commercial operation, with
four cancer supportive care products. The Group, listed on AIM:
MTPH and Nasdaq: MTP, employs approximately 100 staff in four
countries.
The report from the Company's independent accounting firm BDO LLP
Reading, United Kingdom, the Company's auditor since 2014, includes
an explanatory paragraph stating that the Company has suffered
recurring losses from operations and has an accumulated deficit
that raises substantial doubt about its ability to continue as a
going concern.
Midatech reported a loss before income tax of GBP17.32 million in
2017 following a loss before income tax of GBP29.32 million in
2016. As of Dec. 31, 2017, Midatech had GBP$49.22 million in total
assets, GBP14.54 million in total liabilities and GBP34.67 million
in total equity.
MOEINI CORP: Ingram Buying Pensacola Property for $350K
-------------------------------------------------------
Moeini Corp. asks the U.S. Bankruptcy Court for the Southern
District of Alabama to authorize the sale of the real property and
improvements thereon known as 2471 E. Nine Mile Road, Pensacola,
Florida, and certain items of equipment attached to said building
owned by the Debtor to James R. Ingram, Jr. or his designee or
$350,000 plus those closing costs for which the Purchaser is
responsible.
At the time of the filing of its Chapter ll proceeding, the Debtor
owned the property, subject to a mortgage in favor of Hancock Bank
which mortgage secures a debt owed to Hancock Bank. In addition,
said property cross-collateralizes other debts owed by the Debtor
to Hancock Bank with balances totaling an amount in excess of the
value of said property.
The Debtor has received an offer to purchase said property free and
clear of liens together with a $5,000 earnest money deposit paid to
the Debtor's Agent from James R. Ingram, Jr., for an amount equal
to $350,000, plus the Purchaser's share of closing costs for which
he is responsible. The Debtor has agreed to accept said offer,
subject to the Court's approval. The Debtor is of the opinion that
the proposed purchase price is fair and reasonable for the
property.
A copy of the Purchase Agreement attached to the Motion is
available for free at:
http://bankrupt.com/misc/Moeini_Corp_163_Sales.pdf
From the gross sales proceeds, the Debtor proposes to pay (1) all
closing costs and fees required to be paid by Seller under the
terms of the Purchase Agreement, (2) all ad valorem taxes required
to be paid by Seller under the Purchase Agreement, (3) the amount
of $650 to Irvin Grodsky's P.C.'s IOLTA account to be used to pay
the Chapter 11 Quarterly Fees for the calendar quarter during which
the sale is closed, (4) the sum of $100,000 to be retained by the
Debtor in its DIP account or to be paid into a controlled account
at Hancock Bank, said sum to be used to pay for renovations at the
Spanish Fort, Alabama property owned by the Debtor in the event
Hancock Bank consents to a proposed refinancing of its indebtedness
to Hancock Bank so that it can consummate its proposed lease of
that building, and (5) the balance, estimated at $225,000, to
Hancock Bank to pay the note secured by the property and towards
other secured debts it owed to Hancock Bank.
About Moeini Corporation
Moeini Corporation is a franchisee of IHOP restaurants with
locations in the Alabama and Florida market. The Debtor sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.
Ala. Case No. 17-04073) on October 26, 2017. Mehdi Moeini, its
president, signed the petition. At the time of the filing, the
Debtor estimated assets and liabilities of $1 million to $10
million.
MOHEGAN TRIBAL: Bank Debt Trades at 6% Off
------------------------------------------
Participations in a syndicated loan under which Mohegan Tribal
Gaming is a borrower traded in the secondary market at 94.20
cents-on-the-dollar during the week ended Friday, July 20, 2018,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 0.67 percentage points from the
previous week. Mohegan Tribal pays 400 basis points above LIBOR to
borrow under the $783 billion facility. The bank loan matures on
October 14, 2023. Moody's rates the loan 'B1' and Standard & Poor's
gave a 'B-' rating to the loan. The loan is one of the biggest
gainers and losers among 247 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday,
July 20.
MOKE PEACE: Negotiations With Secured Creditors Delays Plan
-----------------------------------------------------------
Moke Peace 11 Corp. requests the U.S. Bankruptcy Court for the
Eastern District of New York to extend by approximately 90 days the
exclusive period to file a chapter 11 plan, through and including
December 10, 2018, and to solicit votes thereon through and
including February 8, 2019.
Prior to the Petition Date, the Debtor purchased a real property
located at 416 Madison St., Brooklyn, NY 11221. An uninhabited
structure situated on the Property. The structure is in substantial
disrepair. The Property does not generate any income. The value of
the Property is unknown.
At the time of purchase, the Debtor did not satisfy the claims of
secured creditors held against the Property -- it purchased the
Property subject to the claims of secured creditors against the
Property. The Debtor seeks to pay the secured creditors a
reasonable, negotiated sum (a) to satisfy their claims against the
Property and (b) satisfy their claims against the holders of the
note issued by the secured creditors.
The Debtor submits that sufficient cause exists to grant the
requested extension of the Exclusivity Periods. Each of the
relevant factors weighs in favor of an extension of the Exclusivity
Periods, as follows:
(a) The case has some complexity, in that the Debtor is not
the holder of the note and is therefore obligated to pay only the
value of the collateral to the secured creditors. Moreover, the two
secured creditors have themselves engaged in litigation over the
priorities of their respective mortgages.
(b) From the Debtor's first meeting with the Trustee, and in
statements made to the Court, the Debtor has expressed its desire
to negotiate a fair value for the collateral with the secured
creditors.
(c) Although the Debtor has made many efforts to reach out to
the secured creditors, they have so far been unresponsive. One
cannot negotiate with oneself, the Debtor says.
(d) The Debtor is not paying for its debts as they become due.
Rather, the Debtor has an arrangement for those debts to be paid
timely. As a result, the Debtor is current with its administrative
claims.
(e) There is little question that if the Debtor can resolve
the amount due to the secured creditors, it can propose a plan of
reorganization that satisfies those creditors.
(f) This is the Debtor's first request for an extension of
time. It makes the request now because of the time constraints
expected from (i) the anticipated August vacation schedule, (ii)
the Labor Day holiday, and (iii) the Jewish Holidays (approximately
September 10 -- September 19, 2018 and September 23 -- October 2,
2018), all of which will delay the Debtor's efforts (as well as
that of the Debtor’s counsel) to engage in substantive
negotiations.
(g) The Debtor is not seeking to pressure creditors. It
actively seeks to negotiate with its creditors.
About Moke Peace 11 Corp.
In order to stay an imminent foreclosure sale and to restructure
the debt on its property, Moke Peace 11 Corp. filed a Chapter 11
bankruptcy petition (Bankr. E.D.N.Y. Case No. 18-42780) on May 14,
2018, estimating under $50,000 in assets and liabilities. The Law
Office of Ira R. Abel is the Debtor's counsel. The petition was
signed by Michael Kandhorov, president.
MONITRONICS INTERNATIONAL: Bank Debt Trades at 5% Off
-----------------------------------------------------
Participations in a syndicated loan under which Monitronics
International Inc. is a borrower traded in the secondary market at
95.00 cents-on-the-dollar during the week ended Friday, July 20,
2018, according to data compiled by LSTA/Thomson Reuters MTM
Pricing. This represents a decrease of 0.52 percentage points from
the previous week. Monitronics International pays 550 basis points
above LIBOR to borrow under the $1.1 billion facility. The bank
loan matures on September 30, 2022. Moody's rates the loan 'B2' and
Standard & Poor's gave a 'B-' rating to the loan. The loan is one
of the biggest gainers and losers among 247 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday, July 20.
MOUNTAIN CRANE SERVICE: Seeks Oct. 9 Exclusivity Extension
----------------------------------------------------------
Mountain Crane Service, LLC asks the Hon. Joel T. Marker in Utah to
enter an order extending the exclusive periods during which the
Debtor may file its chapter 11 plan of reorganization and solicit
approval of the same.
Specifically, the Debtor seeks an extension of the Plan Period and
Solicitation Period until October 9, 2018, a date that is 90 days
after the present expiration of the Plan Period and Solicitation
Period.
The Debtor explains that its Plan Period and Solicitation Period
was slated to expire July 11, 2018, by virtue of the Debtor having
(i) filed its Plan within the original exclusivity period provided
under Sec. 1121(b) of the Bankruptcy Code and (ii) filed a First
Motion to Extend Exclusivity Period.
The Debtor on February 14, 2018, filed its initial proposed Plan of
Reorganization. The Debtor did not file or seek approval of a
disclosure statement when it filed the Initial Plan. After filing
the Initial Plan (and even before then), the Debtor engaged in
substantial negotiations with various creditor constituencies,
including the Official Committee of Unsecured Creditors, regarding
the treatment of their claims under a plan of reorganization.
Since filing the Initial Plan, the Debtor has filed stipulations
and agreements with at least 18 secured creditors regarding
adequate protection of those creditors' claims and potential
treatment of those creditors' claims under the Debtor's Plan.
On May 14, 2018, the Debtor filed its first Motion to Extend
Exclusivity Period and intends to seek Court approval of the first
extension motion at the same hearing time as the present Motion to
Extend is heard.
On July 5, 2018, the Debtor again filed a Plan of Reorganization
and a proposed Disclosure Statement with Respect to the Plan, as
well as a Motion for Approval of the Disclosure Statement and
Solicitation Procedures. The Debtor drafted the June 5 Plan and
Proposed Disclosure Statement with review and input from the
Committee. The Debtor incorporated the terms of each of the
Creditor Stipulations into the Plan and Proposed Disclosure
Statement.
The hearing on the Motion to Approve Disclosure Statement is set
for August 16, 2018. The Debtor also seeks a plan confirmation
hearing to be held October 4.
About Mountain Crane Service
Mountain Crane Service, LLC -- https://www.mountaincrane.com/ --
specializes in refinery turnarounds and has a fleet comprised of
more than 100 cranes, and hundreds of other pieces of equipment
dedicated to refineries in Utah, Montana, and Wyoming. It is
located in Salt Lake City, Utah, with satellite offices and wind
maintenance service locations in Montana, Nevada, Washington,
Idaho, Wyoming, Iowa, Texas and Michigan.
Mountain Crane Service sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Utah Case No. 18-20225) on Jan. 12,
2018. In the petition signed by Paul Belcher, managing member, the
Debtor estimated assets and liabilities of $50 million to $100
million.
Judge Joel T. Marker presides over the case.
The Debtor hired Cohne Kinghorn, P.C., as its bankruptcy counsel;
and Rocky Mountain Advisory, LLC, as its accountant and financial
advisor. It also hired Richards Brandt Miller Nelson PC, Brian C.
Webber PLLC, and GC Associates Law as special counsel.
The Debtor also hired Paul P. Burghardt and the law firm of GC
Associates Law as special bankruptcy counsel; Dan Anderson and
Sterling Appraisals & Machinery, Ltd as appraisers and valuation
consultants; and Calaway Capital Resources, Inc. as the Debtor's
consultant regarding (i) interest rates and terms for loans on
cranes and other heavy equipment; (ii) collateral lifespans for
such loans; and (iii) interest rates and repayment terms for "line
of credit" loans in the construction industry.
The U.S. Trustee for Region 19 appointed an official committee of
unsecured creditors on Jan. 25, 2017. The Committee retained
Archer & Greiner, P.C., as its legal counsel.
On Feb. 14, 2018, the Debtor filed its initial proposed Debtor's
Plan of Reorganization.
MUSCLEPHARM CORP: Investors Blame CEO for 'Calamitous' Performance
------------------------------------------------------------------
Wynnefield Partners Small Cap Value, L.P., Wynnefield Partners
Small Cap Value, L.P., Wynnefield Small Cap Value Offshore Fund,
Ltd., and Wynnefield Capital, Inc. Profit Sharing Plan sent a
letter to MusclePharm Corp.'s Board of Directors on July 23, 2018,
criticizing, in particular, the Company's calamitous performance
under its current CEO, Ryan Drexler. The Letter states that in Mr.
Drexler's three years as CEO, the Issuer's reported revenues have
plunged over 30%, its R&D expenditures have been cut from $4.2
million to $700,000, the Issuer's share price has tumbled
approximately 80%, while Mr. Drexler's total compensation has risen
from $350,000 to over $4 million. The Wynnefield Reporting Persons
further note in the Letter that another shareholder, White Winston
Select Asset Fund, has suggested, in a recent Schedule 13D filing,
a number of initiatives for the benefit of all shareholders. The
Wynnefield Letter concludes with a recommendation that the Board
engage with White Winston for the benefit of the Issuer's
shareholders. A copy of the Wynnefield Letter is available for
free at https://is.gd/pQ80rU
As of July 24, 2018, the Wynnefield Reporting Persons beneficially
owned in the aggregate 1,643,305 shares of Common Stock,
constituting approximately 11.2% of the outstanding shares of
Common Stock. The percentage of shares of Common Stock reported as
being beneficially owned by the Wynnefield Reporting Persons is
based upon 14,731,667 shares outstanding as of May 1, 2018, as set
forth in the Issuer's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2018, filed with the Securities and Exchange
Commission on May 15, 2018.
A full-text copy of the regulatory filing is available at:
https://is.gd/IlaOiH
About MusclePharm
Headquartered in Denver, Colorado, MusclePharm Corporation
(OTCQB:MSLP) -- http://www.muslepharm.com/-- develops,
manufactures, markets and distributes branded nutritional
supplements. Its portfolio of recognized brands includes
MusclePharm Sport Series, Essential Series and FitMiss, as well as
Natural Series, which was launched in 2017. These products are
available in more than 100 countries worldwide. MusclePharm is an
innovator in the sports nutrition industry with clinically proven
supplements that are developed through a six-stage research process
utilizing the expertise of leading nutritional scientists,
physicians and universities.
MusclePharm incurred a net loss of $10.97 million in 2017 compared
to a net loss of $3.47 million in 2016. As of March 31, 2018,
MusclePharm had $33.89 million in total assets, $48.53 million in
total liabilities, and a total stockholders' deficit of $14.64
million.
MUSCLEPHARM CORP: Wynnefield Entities Have 11.2% Stake
------------------------------------------------------
In a Schedule 13D/A filed with the Securities and Exchange
Commission, these entities reported beneficial ownership of shares
of common stock of MusclePharm Corporation as of July 24, 2018:
Shares Percentage
Beneficially of
Reporting Person Owned Shares
---------------- ------------ ----------
Wynnefield Partners Small
Cap Value, L.P. 725,460 4.9%
Wynnefield Partners Small
Cap Value, L.P. 463,635 3.2%
Wynnefield Small Cap Value
Offshore Fund, Ltd. 414,210 2.8%
Wynnefield Capital, Inc. Profit
Sharing Plan 40,000 0.3%
Wynnefield Capital Management, LLC 1,189,095 8.1%
Wynnefield Capital, Inc. 414,210 2.8%
Nelson Obus 1,643,305 11.2%
Joshua Landes 1,643,305 11.2%
The Schedule 13D was filed by the Wynnefield Reporting Persons to
report acquisitions of shares of the Common Stock which increases
their beneficial ownership (as that term is defined under Rule
13d-3 under the Exchange Act of 1934, as amended) of the Common
Stock of the Issuer by more than 1% from the amounts previously
reported on the Schedule 13D previously filed on Jan. 3, 2018.
As of July 24, 2018, the Wynnefield Reporting Persons beneficially
owned in the aggregate 1,643,305 shares of Common Stock,
constituting approximately 11.2% of the outstanding shares of
Common Stock. The percentage of shares of Common Stock reported as
being beneficially owned by the Wynnefield Reporting Persons is
based upon 14,731,667 shares outstanding as of May 1, 2018, as set
forth in the Issuer's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2018, filed with the Securities and Exchange
Commission on May 15, 2018.
A full-text copy of the regulatory filing is available at:
https://is.gd/OLACh0
About MusclePharm
Headquartered in Denver, Colorado, MusclePharm Corporation
(OTCQB:MSLP) -- http://www.muslepharm.com/-- develops,
manufactures, markets and distributes branded nutritional
supplements. Its portfolio of recognized brands includes
MusclePharm Sport Series, Essential Series and FitMiss, as well as
Natural Series, which was launched in 2017. These products are
available in more than 100 countries worldwide. MusclePharm is an
innovator in the sports nutrition industry with clinically proven
supplements that are developed through a six-stage research process
utilizing the expertise of leading nutritional scientists,
physicians and universities.
MusclePharm incurred a net loss of $10.97 million in 2017 compared
to a net loss of $3.47 million in 2016. As of March 31, 2018,
MusclePharm had $33.89 million in total assets, $48.53 million in
total liabilities, and a total stockholders' deficit of $14.64
million.
NANAK131313 INC: Selling Laundromat Business for $145K
------------------------------------------------------
Nanak131313 inc. asks the U.S. Bankruptcy Court for the Eastern
District of Virginia to authorize the sale of substantially all
assets to substantially all assets to the highest bidder between
Amtul Bashir and Youssef Zabarah for at least $145,000.
The Debtor currently operates a laundromat, Latino Laundry, located
at 5865 Columbia Pike, Falls Church, Virginia ("Premises"), from
which it produces the entirety of its income.
Alan Horn has marketed the business and obtained offers from two
buyers, Bashir and Zabarah for sale of substantially all of
Debtor's assets. The Debtor asks approval of the Court to sell the
Business Assets to the highest bidder between Bashir or Zabarah in
an amount of at least $145,000.
In connection with the sale, the Debtor asks to assign the Lease
with its landlord, JSNS, LLC to the Buyer. In order to satisfy the
provisions of 11 U.S.C. Section 365, it will pay from the sales
proceeds to Landlord the amount necessary to cure pre-petition and
post-petition past due rent and attorney's fees. In addition, as
is required under the Lease, it agrees to pay from the sales
proceeds the amount necessary to bring utilities current as
follows: American Disposal - $1,830; Cox Business - $950; Dominion
Energy - $2,612; Washington Gas - $17,079; Fairfax Water - $9,585;
and Republic Services - $343.
In summary, the Debtor asks to pay the following from the sales
proceeds at settlement: (i) Sales Agent's Commission of 10% of the
sale price; (ii) Landlord JSNS' past due rent and attorney's fees -
$85,800; and (iii) past Due Utilities - $32,398.
Upon settlement, the Debtor will cease operation of the laundromat,
vacate the property and turnover the business assets and keys. The
proceeds remaining after sale will be held by the Debtor's counsel
or as otherwise directed by the Court to be disbursed to pay claims
against the estate.
The remaining claims against the estate after payment of the above
would be the following: (a) Administrative Claims - (i) Counsel,
Jonathan B. Vivona - TBD and (ii) Office of the U.S Trustee Fees -
TBD; (b) Priority Tax Claims - (i) Internal Revenue Service -
$8,361 (disputed claim) and (ii) Fairfax County DTA - $2,500; and
(c) Unsecured Claims - (i) ADT Security Services - $92; (ii) Girish
Sood - $700; and (iii) National Fire & Indemnity Exc. - $200.
Aside from JSNS' lien which will be satisfied from the sales
proceeds, the Debtor is not aware of any other liens against the
Business Assets. The Debtor has determined in the exercise of its
sound business judgment that the sale of the Business Property is
in the best interest of all creditors and parties in interest. The
Landlord, JSNS has obtained relief from the automatic stay. As a
result, it is in the best interests of the estate that the Debtor
proceeds with sale of the business promptly while still in
possession of the Premises.
Finally, the Debtor asks that the 14-day stay of any order
authorizing sale of the business be waived.
About Nanak131313 inc.
Nanak131313 inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Va. Case No. 18-11158) on April 2,
2018. At the time of the filing, the Debtor estimated assets of
less than $50,000 and liabilities of less than $100,000. Judge
Brian F. Kenney presides over the case. Jonathan Vivona, Esq., is
the Debtor's attorney. On May 25, 2018, the Court appointed Alan
Horn as sales agent.
NATIONAL ORTHOPEDICS: Aug. 8 Hearing on Disclosure Statement
------------------------------------------------------------
Bankruptcy Judge Erik P. Kimball will convene a hearing on August
8, 2018 at 2:00 p.m. to consider approval of National Orthopedics
and Neurosurgery, P.A.'s disclosure statement dated July 2, 2018.
The last day for filing and serving objections to the Disclosure
Statement is August 1, 2018.
About National Orthopedics
National Orthopedics and Neurosurgery, P.A., f/k/a Jeffrey L.
Kugler, M.D. P.A. -- http://nationalorthoandneuro.com/-- offers
treatment options for orthopedic injuries. With locations in Lake
Worth and Royal Palm Beach, Florida, the Company is helping
patients from all over the Southeast.
National Orthopedics and Neurosurgery filed a Chapter 11 petition
(Bankr. S.D. Fla. Case No. 18-11757) on Feb. 15, 2018, disclosing
$1.02 million assets and $1.86 million debt. The petition was
signed by Jeffrey L. Kugler, director. The case is assigned to
Judge Erik P. Kimball. The Debtor is represented by Robert C.
Furr, Esq., at Furr & Cohen.
NIKING PROPERTIES: Selling Atlantic Beach Properties for $812K
--------------------------------------------------------------
Niking Properties, LLC, asks the U.S. Bankruptcy Court for the
Eastern District of New York to authorize the sale of two single
family properties in Atlantic Beach, New York, known as and located
at: (i) 64 Erie Avenue, Atlantic Beach, New York to Bernadette R.
Giacomazzo for $375,000; and 133 Eldorado Street, Atlantic Beach,
New York to Kristin and Leslie Chasky for $437,000.
The Properties are encumbered by a blanket mortgage owed by the
Debtor to ABL ONE, LLC. Litigation had been commenced by ABL
seeking to enforce its mortgage, captioned ABL One, LLC v. Niking
Properties, LLC et.al., pending in the Supreme Court in the County
of Nassau under index number 609689/2017.
The instant filing was precipitated by the entry of a judgment of
foreclosure and sale ("JFS") in the Foreclosure Litigation. The
JFS was entered by the Hon. Julianne T. Capetola on Feb. 28, 2018.
The payoff to ABL on account of the ABL Mortgage is approximately
$801,000 and it continues to accrue interest and other fees. Since
the Petition Date, the Debtor and ABL, through the counsel, have
worked to reach an accord that will allow the Debtor to consummate
the proposed sales of the Properties, without objection and as
expeditiously as possible, and also provide the Debtor with a
reduced payoff for the ABL Mortgage.
The Debtor and ABL believe that an expedited closing on the sale of
the Properties is in the best interests of the estate and its
creditors, including ABL, and will provide the greatest possibility
for realization of value from the Properties. Subject to Court
approval, the Debtor and ABL entered into a Stipulation, which
provides for a prompt closing on the sale of the Properties and
which provides the Debtor with a reduced payoff.
Prior to the Petition Date and post-petition, the Debtor actively
marketed the Properties. Offers were made for the Properties but
none approached the current offers in terms of purchase prices and
contingencies. There are no brokers' fees to be paid by the estate
for either proposed sale. The current offers have been accepted by
the Debtor from the proposed purchasers on an "as is, where is"
basis with no representations or warranties from the Debtor.
Additionally, both offers provide for a closing by June 30, 2018
which is a great benefit to the estate.
The Debtor is the fee owner of the Eldorado Property. There are
currently tenants in the Eldorado Property who are vacating prior
to closing on the sale of the Eldorado Property. The Eldorado
Property is encumbered by the ABL Mortgage. The ABL Mortgage is
dated June 28, 2016 and recorded Feb. 22, 2017 in the original
amount of $536,000. The interest rate for the ABL Mortgage has
ranged from 24% to 13%. Thus, the ability to negotiate with ABL
and close on the sale of the Eldorado Property as soon as practical
is of paramount importance. Additionally, there are outstanding
real estate taxes affecting the Eldorado Property, some of which
have become tax liens, and which continue to accrue interest and
penalties.
The Debtor proposes to sell the Eldorado Purchasers for $437,000
pursuant to the contract of sale and rider. The Debtor asks Court
approval of the Eldorado Contract which is dated June 12, 2018.
The significant terms of the Eldorado Contract are:
a. Purchase Price: $437,000. The sale is an "as is, where is"
sale with no representations or warranties from the Debtor. There
is no broker fee for the transaction.
b. Payment: $43,700 as down payment, which has already been
deposited and the funds have cleared and are being held in escrow
by the firm. The remainder of the purchase price will be paid at
closing in readily available funds.
c. Court Approval: The sale of the Eldorado Property is
subject to Court approval and entry of a final order approving the
sale.
d. Closing: According to the Eldorado Contract, the Closing is
scheduled to take place by June 30, 2018. The Eldorado Purchasers
have indicated that they wish to close immediately, which is of
significant benefit to the estate.
In accordance with the terms of the Stipulation, the Debtor has
agreed to close first on the sale of the Eldorado Property and has
agreed that ABL will receive the sum of $437,000 from the proceeds
of sale. Secured Creditor will apply these proceeds towards the
Reduced Payoff.
The Debtor is the fee owner of the Erie Property. The Erie
Property had also been leased to tenants. Unfortunately, the
tenants caused significant property damage to the Erie Property.
In addition to the damage caused by the tenants, the Erie Property
sustained significant damages during Superstorm Sandy. The heating
and the electrical system along with the boiler were all damaged
due to the extensive flooding in the basement of this home. While
the repairs were made to these vital utilities, the house is not
currently habitable as there are significant problems with the
heating and electrical system. The roof is in need of repair and
the driveway is no longer properly pitched and collects water. The
Erie Property is rising to the level of an eyesore on the block.
The Erie Property is also encumbered by the ABL Mortgage.
Additionally, there are outstanding real estate taxes affecting the
Erie Property, some of which have become tax liens, and these tax
liens continue to accrue interest and penalties.
The Debtor proposes to sell the Erie Property to the Erie Purchaser
for $375,000 pursuant to the contract of sale and rider. In
addition to the Erie Purchase Price, the Erie Purchaser is going to
pay the outstanding real estate taxes affecting both Properties.
The payoffs for the real property tax liens, with interest and
penalties, could be in excess of $50,000. Bernadette R. Giacomazzo
is the daughter of Anna Marie Giacomazzo, the Manager and
Authorized Representative of the Debtor.
Based upon the payment of the outstanding real estate taxes for the
Properties, which could be in excess of $50,000, the Erie Purchase
Price is the equivalent of approximately $425,000. In light of the
condition of the Erie Property and the necessary repairs to make
the Erie Property habitable which are estimated to be in excess of
$125,000, the sale of the Erie Property "as is, where is" relives
the estate of the obligation to make the Erie Property habitable
and compliant with the relevant municipal codes.
The Debtor's efforts culminated in the Erie Purchase Price being
agreed upon by the Debtor and the Erie Purchaser, and the parties
negotiated and entered the Erie Contract. The Debtor asks Court
approval of the Erie Contract.
The significant terms of the Erie Contract are:
a. Purchase Price: $375,000. The sale is an "as is, where is"
sale with no representations or warranties from the Debtor. There
is no broker fee for the transaction.
b. Payment: $37,500 as down payment, which has already been
deposited and the funds have clearer and are being held in escrow
by the firm. The remainder of the purchase price will be paid at
closing in readily available funds.
c. Court Approval: The sale of the Erie Property is subject to
Court approval and entry of a final order approving the sale.
d. Closing: According to the Erie Contract, the Closing is
scheduled to take place by June 30, 2018. The Erie Purchaser has
indicated that she wishes to close immediately, which is of
significant benefit to the estate.
A copy of the Contracts attached to the Motion is available for
free at:
http://bankrupt.com/misc/Niking_Properties_23_Sales.pdf
The Debtor proposes to sell the Properties free and clear of all
liens, claims, encumbrances and interests. Such Liens, if any,
will attach to the net proceeds of sale received by the Debtor.
Subject to Court approval, the Debtor asks authority to distribute
the sale proceeds at Closing as follows: to pay at Closing such
costs as are necessary, appropriate, and customary to consummate
the sale of the Eldorado Property to the Eldorado Purchasers, and
the sale of the Erie Property to the Erie Purchaser including: (a)
The ABL Mortgage and any other liens judgments to be satisfied in
full, and any open real estate taxes, subject to usual adjustments
made at closing; and (b) customary title company and/or closer
charges, (including the transfer taxes borne by the Debtor as
seller, if applicable, payable to New York State.
Finally, the Debtor asks a waiver of the 14-day stay requirement of
Rule 6004 as being in the best interests of the Debtor and its
estate and creditors by virtue of the fact that the Debtor and the
Eldorado Purchasers and Erie Purchaser ask to close on the proposed
transactions immediately. The sooner the closings occur, the less
mortgage interest, real estate taxes, and related carrying costs
will accrue against the Properties which would be borne by the
Debtor's estate.
A hearing on the Motion is set for July 16, 2018 at 10:00 a.m. The
objection deadline is July 9, 2018.
Bernadette R. Giacomazzo can be reached at:
Bernadette R. Giacomazzo
60-15 83 Street, Apt. 2
Middle Village, NY 11374
Kristin and Leslie Chasky are represented by:
Andrew T. Kasman, Esq.
ABRAMS, FENSTERMAN, FENSTERMAN,
EISMAN, FORMATO, FERRERA, WOLF
& CARONE, LLP
3 Dakota Drive, Suite 300
Lake Success, NY 11042
Telephone: (516) 328-2300
Facsimile: (516) 328-6638
E-mail: akasman@abramslaw.com
About Niking Properties
Niking Properties, LLC, is a privately-held company in Lake Worth,
Florida, engaged in activities related to real estate. It owns
two
real properties in Atlantic Beach, New York, having an aggregate
appraised value of $1.05 million.
Niking Properties sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D.N.Y. Case No. 18-72867) on April 27,
2018. In the petition signed by Anna Maria Giacomazzo, manager
and
authorized representative, the Debtor disclosed $1.05 million in
assets and $905,092 in liabilities.
Judge Robert E. Grossman presides over the case.
OCWEN FINANCIAL: Fitch Affirms Then Withdraws 'B-' Long-Term IDR
----------------------------------------------------------------
Fitch Ratings has affirmed and withdrawn the ratings for Ocwen
Financial Corporation (Ocwen) and its wholly owned, primary
operating subsidiary, Ocwen Loan Servicing, LLC (OLS). The ratings
are being withdrawn for commercial reasons.
KEY RATING DRIVERS
IDRs AND SENIOR DEBT
Fitch's rating affirmations and maintenance of the Negative Rating
Outlook reflect the absence of material developments since Fitch
last reviewed Ocwen's ratings on June 8, 2018.
RATING SENSITIVITIES
IDRs AND SENIOR DEBT
Rating sensitivities are no longer relevant for any of the ratings
given Fitch's rating withdrawal.
Fitch has affirmed and withdrawn the following ratings:
Ocwen Financial Corporation
-- Long-Term IDR at 'B-';
-- Short-Term IDR at 'B';
-- Senior unsecured debt at 'CCC/RR6'.
Ocwen Loan Servicing, LLC
-- Long-Term IDR at 'B-';
-- Senior secured term loan at 'B-/RR4';
-- Senior secured note at 'CCC+/RR5'.
ONE SLICE: Taps C. Taylor Crockett as Legal Counsel
---------------------------------------------------
One Slice At A Time Pizza, LLC, seeks approval from the U.S.
Bankruptcy Court for the Northern District of Alabama to hire C.
Taylor Crockett, P.C., as its legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; prepare a plan of reorganization; and provide
other legal services related to its Chapter 11 case. C. Taylor
will charge an hourly fee of $375. The Debtor has agreed to
provide the firm a retainer in the sum of $12,500, plus $1,717 for
the filing fee.
C. Taylor neither holds nor represents any interest adverse to the
Debtor's estate, according to court filings.
The firm can be reached through:
C. Taylor Crockett, Esq.
C. Taylor Crockett, P.C.
2067 Columbiana Road
Birmingham, AL 35216
Phone: 205-978-3550
About One Slice At A Time Pizza
One Slice At A Time Pizza, LLC, sought protection under Chapter 11
of the Bankruptcy Code (Bankr. N.D. Ala. Case No. 18-02988) on July
23, 2018. At the time of the filing, the Debtor estimated assets
of less than $50,000 and liabilities of less than $500,000. Judge
D. Sims Crawford presides over the case.
PARADIGM TELECOM: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Paradigm Telecom II, LLC
14850 Woodham Dr., Suite 1058
Houston, TX 77073
Business Description: Paradigm Telecom II, LLC --
http://www.paradigmtelecom.com-- is a
provider of communications infrastructure to
carrier providers. Paradigm Telecom's
services include ethernet, dark fiber, DAS
and small cell, fiber to the tower, and
international voice and data. The Company
was founded in 2001 and is headquartered in
Houston, Texas.
Chapter 11 Petition Date: July 27, 2018
Court: United States Bankruptcy Court
Southern District of Texas (Houston)
Case No.: 18-34112
Judge: Hon. Jeff Bohm
Debtor's Counsel: Richard L. Fuqua, II, Esq.
FUQUA & ASSOCIATES, PC
5005 Riverway, Ste. 250
Houston, TX 77056
Tel: 713-960-0277
Email: fuqua@fuqualegal.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Brian Beers, president.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/txsb18-34112_creditors.pdf
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/txsb18-34112.pdf
PAUL SOUCIE: CBS Trucking Buying 1997 W900 Kenworth Semi for $27K
-----------------------------------------------------------------
Paul Darrel Soucie and Janet Rae Soucie ask the U.S. Bankruptcy
Court for the District of Nebraska to authorize the sale of 1997
W900 Kenworth semi to CBS Trucking, LLC for $27,000.
Said personal property is owned by Debtor Paul Darrel Soucie's
brother Bruce Soucie and his son, Chandler Soucie. It will be sold
to the Buyer for $27,000 per oral agreement after the objection
time has run. The Debtors believe the purchase price is the fair
market value of the property.
There is no lien on said personal property and closing costs, if
any, will first be deducted from the proceeds and the proceeds paid
to the Debtors.
Paul Darrel Soucie and Janet Rae Soucie sought Chapter 11
protection (Bankr. D. Neb. Case No. 18-40299) on Feb. 27, 2018.
The Debtors tapped John C. Hahn, Esq., at Wolfe, Snowden, Hurd,
Luers & AHL, LLP, as counsel.
PHILADELPHIA HEALTH: Plan Outline Hearing Continued to Aug. 8
-------------------------------------------------------------
The hearing to consider approval of North Philadelphia Health
System's Motion to Approve the Disclosure Statement explaining its
bankruptcy-exit plan has been continued to Aug. 8, 2018 at 11:00
a.m.
The Plan will create a creditor fund anticipated to be comprised
largely of excess cash from the Plan Fund turned over to the
Liquidating Trustee on the Effective Date of the Plan. The amount
turned over to the Liquidating Trustee will consist largely of the
Plan Fund, which will have been reduced by Effective Date payments
to allowed Administrative Claims, Cure Costs, and certain Class 2
Claims. The Creditor Fund will be supplemented by the BNYM Refund
if this is not received prior to the Effective Date; additional
cash raised or obtained by the Liquidating Trustee largely from the
pursuit of causes of action; and the proceeds of the accounts
receivable subject to the Accounts Receivable Lien. If there is a
settlement of the Blue Cross claim which is acceptable to NPHS and
allows a meaningful distribution of Effective Date cash to Class 3
claimants, the Liquidating Trust will be supplemented.
Class 4 consists of creditors holding medical malpractice claims
against NPHS arising out of St. Joseph's Hospital that properly
elect to have their claim against the estate paid from the North
Philadelphia Health System Medical Professional and Other Liability
Self-Insurance Trust. In or about July 2004, NPHS created the Self
Insurance Fund for the payment of medical malpractice claims
arising out of the operation of St. Joseph's Hospital. At the time
of the bankruptcy filing, the Self Insurance Fund contained
approximately $600,000. With the closing of St. Joseph Hospital in
March 2016, it is believed that all claims which could have been
timely asserted within a two-year statute of limitations under
Pennsylvania law have now been asserted. NPHS has identified nine
claims which have the ability to participate in Class 4.
Under the Plan, each of these nine claimants will have the right to
elect to be included in Class 4 and receive their pro rata portion
of the Self Insurance Fund once all Class 4 claimants have been
adjudicated. Each Class 4 Claimant, by electing to be included in
Class 4, will be waiving its ability to participate as a Class 3
Claimant in the creditor fund. Notwithstanding, each Class 4
claimant will have the option to settle his or her claim only
against the estate for a onetime payment of $45,000, from the
Self-Insurance Fund payable within 30 days of the Effective Date.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/paeb16-18931-766.pdf
About North Philadelphia Health System
North Philadelphia Health System, a Pennsylvania non-profit,
non-stock, non-member corporation, operates the Girard Medical
Center, a state-licensed 65-person private psychiatric hospital,
and the Goldman Clinic, a medically assisted treatment center
located Philadelphia, Pennsylvania.
North Philadelphia Health System sought protection under Chapter 11
of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 16-18931) on Dec.
30, 2016. The petition was signed by George Walmsley III,
president & CEO. The Debtor estimated assets and liabilities at
$10 million to $50 million.
The case is assigned to Judge Magdeline D. Coleman.
The Debtor hired Martin J. Weis, Esq. at Dilworth Paxson LLP as
counsel; John D. Kutzler, Esq. at Buzby & Kutzler, Attorneys at
Law, as special counsel; and SSG Advisors as investment banker.
On Jan. 23, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The committee retained
Obermayer Rebmann Maxwell & Hippel LLP as its legal counsel and M S
Fox Real Estate Group as consultant.
On Jan. 11, 2017, the Court entered a Consent Order Directing the
Appointment of a Patient Care Ombudsman Pursuant to 11 U.S.C. Sec.
333 and, on Jan. 13, 2017, the Office of the United States Trustee
appointed David N. Crapo to serve as the Patient Care Ombudsman in
the Debtor's bankruptcy case.
QUALITY CARE: Common Shares Delisted from NYSE
----------------------------------------------
The New York Stock Exchange removed Quality Care Properties, Inc.'s
shares of common stock from listing and filed a Form 25 with the
Securities and Exchange Commission to report the delisting of QCP
Shares from the NYSE under Section 12(b) of the U.S. Securities
Exchange Act of 1934, as amended on July 27, 2018. The Company
intends to file a Form 15 with the SEC to terminate the
registration of QCP Shares under the Exchange Act and to suspend
the Company's reporting obligations under the Exchange Act with
respect to QCP Shares.
Welltower Inc. completed its previously announced acquisition of
QCP on July 26, 2018, pursuant to the Agreement and Plan of Merger,
dated as of April 25, 2017, by and among Welltower, Potomac
Acquisition LLC, a Delaware limited liability company and a
subsidiary of Welltower, QCP and certain of QCP's subsidiaries. In
accordance with the Merger Agreement, Welltower acquired all of the
outstanding shares of QCP common stock in an all-cash merger in
which QCP stockholders received $20.75 in cash for each QCP Share.
The transaction occurred through a series of successive mergers of
certain of QCP's subsidiaries with and into Potomac, followed by
the merger of QCP with and into Potomac, with Potomac surviving as
a wholly owned subsidiary of the Company. At the effective time of
the Merger of QCP with and into Potomac, each issued and
outstanding share of QCP common stock converted into the right to
receive the Merger Consideration.
In connection with the consummation of the Mergers, QCP repaid in
full all outstanding amounts under its First Lien Credit and
Guarantee Agreement, dated as of Oct. 31, 2016, among the Company,
certain of the Company's subsidiaries, lenders parties thereto and
with a syndicate of banks and Barclays Bank PLC, as administrative
agent, and terminated the Credit Agreement and all commitments by
the lenders to extend further credit thereunder.
Also in connection with the consummation of the Mergers, on
July 26, 2018, Potomac redeemed all 8.125% Senior Secured Second
Lien Notes due 2023 originally issued by QCP AL REIT, LLC, QCP SNF
West REIT, LLC, QCP SNF Central REIT, LLC and QCP SNF East REIT,
LLC pursuant to the Indenture, dated as of Oct. 17, 2016, by and
among the Original Issuers, the guarantors party thereto, and
Wilmington Trust, National Association, as trustee, as supplemented
by the Supplemental Indenture dated as of Oct. 31, 2016, by and
among the guarantors party thereto and the Trustee, and the
Supplemental Indenture dated as of July 26, 2018 by and among, the
Original Issuers, the Trustee and Potomac, representing an
outstanding aggregate principal amount of $750,000,000, and
effected the satisfaction and discharge of the Indenture and the
release of all collateral from the liens created by the Indenture
and the related security documents.
All of the officers of the Company and the members of the board of
directors of the Company immediately prior to the Effective Time
ceased to be officers and directors, respectively, of the Company
at the Effective Time.
The Company appointed Matthew McQueen as its senior vice president
- general counsel, secretary, effective July 26, 2018.
About Quality Care
Quality Care Properties, Inc., headquartered in Bethesda, Maryland
-- http://www.qcpcorp.com/-- is primarily engaged in the ownership
and leasing of post-acute/skilled nursing properties and memory
care/assisted living properties. The Company was formed in 2016 to
hold the HCR ManorCare, Inc. portfolio, 28 other healthcare related
properties, a deferred rent obligation due from HCRMC under a
master lease and an equity method investment in HCRMC. QCP's
properties are located in 29 states and include 257
post-acute/skilled nursing properties, 61 memory care/assisted
living properties, a surgical hospital and a medical office
building.
Quality Care reported a net loss and comprehensive loss of $443.5
million for the year ended Dec. 31, 2017, compared to net income
and comprehensive income of $81.14 million for the year ended Dec.
31, 2016. As of March 31, 2018, Quality Care had $4.38 billion in
total assets, $1.80 billion in total liabilities, $1.93 million in
redeemable preferred stock, and $2.58 billion in total equity.
* * *
S&P Global Ratings lowered its corporate credit rating on Quality
Care Properties to 'CCC' from 'B-'. "The downgrade reflects our
view that QCP has limited covenant cushion and a heightened
probability of breaching its DSC covenant as early as the first or
second quarter of 2018 absent an amendment of its credit
facilities, waiver by the lenders, or possible debt or company
reorganization," as reported by the TCR on Dec. 20, 2017.
In October 2017, Moody's Investors Service confirmed Quality Care's
ratings, including its 'Caa1' corporate family rating following
QCP's announcement that the REIT's work-out discussions with its
struggling tenant, HCR Manorcare, Inc. (HCR, unrated), are
continuing.
QUALITY CARE: Stockholders Approve Welltower Merger
---------------------------------------------------
Quality Care Properties, Inc.'s stockholders have approved the
acquisition of QCP by Welltower Inc. at a special meeting of
stockholders held on July 25, 2018 in Bethesda, Maryland.
Upon the completion of the merger, QCP stockholders will be
entitled to receive $20.75 in cash for each share of QCP common
stock. Mark Ordan, QCP's chief executive officer, said, "We thank
our stockholders for their support and look forward to completing
the merger."
Goldman, Sachs & Co. LLC and Lazard are financial advisors to QCP.
Wachtell, Lipton, Rosen & Katz is legal advisor to QCP.
About Quality Care
Quality Care Properties, Inc., headquartered in Bethesda, Maryland
-- http://www.qcpcorp.com/-- is a real estate company focused on
post-acute/skilled nursing and memory care/assisted living
properties. QCP's properties are located in 28 states and include
243 post-acute/skilled nursing properties, 61 memory care/assisted
living properties, a surgical hospital and a medical office
building.
Quality Care reported a net loss and comprehensive loss of $443.5
million for the year ended Dec. 31, 2017, compared to net income
and comprehensive income of $81.14 million for the year ended Dec.
31, 2016. As of March 31, 2018, Quality Care had $4.38 billion in
total assets, $1.80 billion in total liabilities, $1.93 million in
redeemable preferred stock, and $2.58 billion in total equity.
* * *
S&P Global Ratings lowered its corporate credit rating on Quality
Care Properties to 'CCC' from 'B-'. "The downgrade reflects our
view that QCP has limited covenant cushion and a heightened
probability of breaching its DSC covenant as early as the first or
second quarter of 2018 absent an amendment of its credit
facilities, waiver by the lenders, or possible debt or company
reorganization," as reported by the TCR on Dec. 20, 2017.
In October 2017, Moody's Investors Service confirmed Quality Care's
ratings, including its 'Caa1' corporate family rating following
QCP's announcement that the REIT's work-out discussions with its
struggling tenant, HCR Manorcare, Inc. (HCR, unrated), are
continuing.
RENNOVA HEALTH: CEO Discusses Recent Dilution of Ownership
----------------------------------------------------------
Rennova Health, Inc., returned to "Stock Day" to provide an update
on how recent dilution of ownership is not necessarily dilution of
value, along with developing plans for future growth.
The interview began with Everett Jolly voicing shareholder concerns
on dilution of ownership and asking President and CEO Seamus Lagan
about working capital versus growth capital causing dilution and
discussing a smaller percentage ownership versus potential
increased value. Rennova has recently embarked on buying hospitals
raising a need for additional capital to cover the cost of
acquisition and to carry the cash need of operations through the
change of ownership process.
Mr. Lagan explained that the Company had no option but to raise
money to manage the business through the last two difficult years.
The ambition is to continue investment in current hospital
operations and buy additional hospitals in the same geographic
location. The Company believes that delivery on its business plan
and current growth momentum will facilitate much cheaper capital in
the future as historical risk abates. The fact that the Company
was able to secure the capital it did is a vote of confidence by
investors in Rennova’s ability to succeed in coming years.
Rennova intends to strengthen its hospital management team in the
immediate future to meet the demands of the new business and other
opportunities and has recently hired a new CFO with many years'
experience working with rural hospitals. This new knowledge and
expertise will be a huge benefit to Rennova in its expansion
efforts.
Mr. Jolly asked Mr. Lagan about Rennova's investment plans,
referencing the recently announced new equipment acquisition, a
64-slice CT-scanner in one of the hospitals. Mr. Lagan indicated
that this is only one of the investments planned with this being
the first. The hospital had an old machine that directly impacted
revenue because it did not provide doctors with the more
comprehensive information they now require from CT scans. Mr.
Lagan further commented that you have to provide the best possible
service to beat the competition and that Rennova would continue to
consider investments that would add to revenue.
In closing, Mr. Lagan repeated his belief that Rennova will have
its second quarter financial statements filed on time.
To hear more about the items included in the Company's financial
report and future plans please follow the link below to hear the
full interview.
https://upticknewswire.com/featured-interview-ceo-seamus-lagan-of-rennova-health-inc-otcqb-rnva-6/
About Rennova Health
Rennova Health, Inc. -- http://www.rennovahealth.com/-- provides
diagnostics and supportive software solutions to healthcare
providers. The Company's principal lines of business are
diagnostic laboratory services, supportive software solutions and
decision support and informatics services. The company is
headquartered in West Palm Beach, Florida.
Rennova Health reported a net loss attributable to common
shareholders of $108.5 million for the year ended Dec. 31, 2017,
compared to a net loss attributable to common shareholders of
$32.61 million for the year ended Dec. 31, 2016.
As of March 31, 2018, Rennova Health had $6.13 million in total
assets, $182.2 million in total liabilities, $5.83 million in
redeemable preferred stock I-1, $2.03 million in redeemable
preferred stock I-2, and a total stockholders' deficit of $183.9
million.
The report from the Company's independent accounting firm Green &
Company, CPAs, in Tampa, Florida, the Company's auditor since 2015,
on the consolidated financial statements for the year ended Dec.
31, 2017, includes an explanatory paragraph stating that the
Company has significant net losses, cash flow deficiencies,
negative working capital and accumulated deficit. Those conditions
raise substantial doubt about the company's ability to continue as
a going concern.
RENTPATH INC: Bank Debt Trades at 10% Off
-----------------------------------------
Participations in a syndicated loan under which RentPath Inc.
[ex-Primedia Inc.] is a borrower traded in the secondary market at
90.08 cents-on-the-dollar during the week ended Friday, July 20,
2018, according to data compiled by LSTA/Thomson Reuters MTM
Pricing. This represents a decrease of 1.01 percentage points from
the previous week. RentPath Inc. pays 475 basis points above LIBOR
to borrow under the $492 million facility. The bank loan matures on
December 11, 2021. Moody's rates the loan 'B2' and Standard &
Poor's gave a 'B+' rating to the loan. The loan is one of the
biggest gainers and losers among 247 widely quoted syndicated loans
with five or more bids in secondary trading for the week ended
Friday, July 20.
RIO MALL: Seeks Access to Cash Collateral for 30-Day Period
-----------------------------------------------------------
Rio Mall, LLC, asks the U.S. Bankruptcy Court for the Southern
District of Florida for interim use of cash collateral subject to
the budget for a period of 30 days from the entry of an interim
order.
The Debtor requires the use of cash collateral to fund necessary
operating expenses of its business. The Debtor requests that the
Court further authorize the Debtor to (a) exceed any line item on
the Budget by an amount equal to 10% percent of each such line
item; or (b) to exceed any line item by more than 10% percent so
long as the total of all amounts in excess of all line items for
the Budget do not exceed 10% percent in the aggregate of the total
Budget. The proposed total costs & expenses for a thirty-day period
totals approximately $35,699.
The Debtor owns and operates commercial real property that
comprises the shopping center known as Rio Mall located at 3801
Route 9 South, Rio Grande, New Jersey 08210. The Debtor estimates
that the Real Property has a value of $10,000,000.
The Debtor believes that these entities may have cash collateral
Interest: (a) Investors Bank, which holds a mortgage on the Real
Property securing a note with an outstanding balance of $8,788,047;
and (b) National Commercial Builders, LLC, which holds a $756,904
mechanic's lien on the Real Property.
The adequate protection provided to Investors Bank and National
Commercial Builders includes: (a) the Debtor's anticipated cash
flow positive position, (b) the equity cushion in the Real
Property, and (c) replacement liens against the property of the
Debtor for any use of cash collateral, with such liens having the
same seniority and entitled to the same level of priority as the
priority of Investors Bank’s and National Commercial Builders,
LLC's liens against the Debtor's property that existed prior to the
Petition Date.
A full-text copy of the Debtor's Motion is available at
http://bankrupt.com/misc/flsb18-17840-9.pdf
About Rio Mall, LLC
Rio Mall, LLC is a real asset company whose principal assets are
located at 3801 Route 9 South Rio Grande, NJ 08242.
Rio Mall, LLC filed a Chapter 11 petition (Bankr. S.D. Fla. Case
No. 18-17840), on June 28, 2018. In the petition signed by Bruce
Frank, manager, the Debtor estimated assets and liabilities at $1
million to $10 million. The case is assigned to Judge Erik P.
Kimball. The Debtor is represented by Bradley S. Shraiberg, Esq. at
Shraiberg Landau & Page PA.
ROBERT STEELHAMMER: Singular Buying Condo Unit TW0806 for $868K
---------------------------------------------------------------
Robert H. Steelhammer asks the U.S. Bankruptcy Court for the
Southern District of Texas to authorize the sale of the condominium
Unit TW0806 located at 801 E. Beach Drive, Galveston, Texas to
Singular Care Home Health Services, Inc. for $868,000.
Objections, if any, must be filed within 21 days from the date the
Motion was served.
The Debtor and his wife use the Palisade Palms Unit as a part-time
residence. Bank of Texas has an oversecured mortgage lien against
the condominium for the balance of the mortgage or approximately
$334,559. The Debtor estimated the value of the Palisade Palms
Unit at $850,000 in his schedules.
On June 18, 2018, the Debtor entered a sales contract to sell the
Palisade Palms Unit for $868,000. The agreed closing date of the
sale is June 28, 2018. The proposed sale will also include a
significant amount of furnishings, appliances, electronics,
kitchenware, linens, and accessories. The Debtor estimates the
value of these other assets is less than $35,000.
The Debtor proposes that the sale of the Palisade Palms Unit be
free and clear of all liens and interests in the property, except
for ad valorem tax liens in favor of Galveston County, which will
be retained by Galveston County until payment is made to fully
satisfy such taxes and any penalties or interest that may
ultimately accrue to the 2017 and 2018 taxes, and from the sales
proceeds derived from the sale of the Palisade Palms Unit the
following be paid at closing: (i) normal and customary closing
costs charged to the seller; (ii) real estate commissions pursuant
to the listing agreements submitted to the court with the
Application to Approve Employment of Professional Real Estate
Broker; (iii) real estate taxes due and owing on the property, as
well as the Debtor's pro-rata share of 2018 property taxes; (iv)
all amounts due and owing under the mortgage loan to Bank of Texas;
and (v) all amounts due and owing to the applicable condominium
association for fees and/or assessments.
Any and all other liens or charges against the property will attach
to the net proceeds after the above obligations are paid. The net
proceeds will be segregated and not used absent a court order. The
net proceeds from the sale will be retained by the Debtor pending
further Court order.
The sale will generate significant proceeds for the estate as well
as reduce the estate's expenses and carrying costs.
The Debtor has engaged real estate broker Texas Coastal Realty, LLC
to broker the sale. The broker is responsible for listing and
securing the sales contract for the Palisade Palms Unit. The
buyer's agent has agreed to accept a 2% commission instead of the
normal 3% commission as part of the negotiations for the final sale
price.
The Debtor has concluded that the sale of the Palisade Palms Unit
is a sound business decision because it will preserve the value of
the estate for the benefit of creditors. Moreover, the proposed
sales will generate funds that can be used to fund a plan of
reorganization.
A copy of the Contract attached to the Motion is available for free
at:
http://bankrupt.com/misc/Robert_Steelhammer_154_Sales.pdf
The Purchaser:
SINGULAR CARE HOME HEALTH SERVICES, INC.
E-mail: jenabe@att.net
Robert H. Steelhammer is a practicing attorney and businessman who,
directly and indirectly, owns interests in multiple businesses and
real estate properties. The Debtor sought Chapter 11 protection
(Bankr. S.D. Tex. Case No. 18-30385) on Jan. 31, 2018. He tapped
Walter J. Cicack, Esq., at Hawash Cicack & Gaston LLP, as counsel.
The Court appointed Texas Coastal Realty, LLC, as broker.
ROSEGARDEN HEALTH: PCO Files 2nd Report
---------------------------------------
Joseph J. Tomaino, the duly appointed Patient Care Ombudsman
appointed by the United States Trustee for The Rosegarden Health
and Rehabilitation Center LLC, filed a second report pursuant to 11
U.S.C. Section 333 (b)(2).
This case involves three independently licensed facilities in
Bridgeport Health Care Center, Bridgeport Manor in Bridgeport, CT
and Rosegarden Health and Rehab Center in Waterbury CT.Sites visits
were conducted to the said facilities.
Bridgeport Manor
The census as of the end of this reporting period is approximately
seventy-five (75) residents. Twenty-three residents are registered
in the "Money Follows the Person" Program (MFP). This is a waiver
program, which brings a focus of resources to bear to assist
residents who can be returned to a less restrictive environment in
the community to receive the support they need to make that
possible.
An issue that involved the lack of enough operating food blenders
to prepare pureed diets for residents with swallowing difficulties
was corrected since the last visit. A new food service vendor was
contracted with and the dietary staff report all supplies are being
delivered in the twice a week deliveries. The two elevators are
both functioning.
Nursing staff available with the reduced census sometimes exceed
what is needed and staff are shared with the BHCC. A new vendor
was obtained to provide the emergency drug boxes, addressing an
earlier identified issue, and the nursing staff expressed
satisfaction with the improved service. Since the last report, the
Director of Nursing resigned and was replaced by the associate
director of nursing.
The issue with lack of availability of sufficient rehabilitation
services in the last report was successfully addressed by
management. All residents are evaluated and receiving appropriate
levels of rehabilitation based on Care Plans.
Bridgeport Health Care Center
Current census at the end of the reporting period is approximately
199. Four (4) MFP discharges are scheduled over the next few weeks.
Currently there are 25 additional residents MFP eligible
residents.
A new Medical supplies vendor has begun servicing the facility, as
well as a new food services vendor. Staff report that both of these
changes have resulted in improved deliveries. As the census
increases, the issue of the Tilt Skillet should be reviewed, as it
will become increasing difficult to use the current smaller skillet
on “shifts” to meet dining needs. All of the facility
elevators are functioning.
Nursing is reported as "stable," but still has some staffing
challenges with shift coverage, which requires "lots" of overtime
and RN supervisors "filling in" for LPN's or double shifts. CNA's
are also "working short." Working short still is within CT
regulatory parameters but is less staff than the BHCC standard.
A new vendor was obtained to provide the emergency drug boxes,
addressing an earlier identified issue, and the nursing staff
expressed satisfaction with the improved service.
The issue with lack of availability of sufficient rehabilitation
services in the last report was successfully addressed by
management. All residents are evaluated and receiving appropriate
levels of rehabilitation based on Care Plans. Resident Activities
were scheduled and several were observed in progress.
A phone complaint was received and investigated. Resident had
complained to Ombudsman that she wanted to leave nursing home
because she only need help with her medication. In a follow-up
conversation with the social worker, the resident’s conservator
has now agreed to have resident placed in a group home setting.
A careplanning meeting took place last week and this is now being
actively pursued.
Rosegarden
Current census at the end of this reporting period is approximately
thirty-eight (38). Five residents (5) are scheduled for discharge
this week. A team of staff led by the Chief Operating Officer is
aggressively assisting with the discharge planning process.
Residents are actively being engaged in discussions about placement
in other SNF’s or appropriate less-restrictive settings.
While one of the freezer units is not functioning adequately, there
is sufficient addit ional freezer storage, which meets the needs
for a reduced census. There was a window seal leak in a resident
room in a recent storm and the resident was moved to a window bed
on the second floor and decided to stay in that room after the
issue was resolved because she has friends on that floor.
The new director of nursing began at the facility Monday, July 16,
replacing the interim DNS. She will be with the facility until
closure. She has scheduled extra RN's in the building on the
evening and night shifts to ensure coverage. There is adequate
staffing of other nursing on all shifts.
The issue with lack of availability of sufficient rehabilitation
services in the last report was successfully addressed by
management. All residents are evaluated and receiving appropriate
levels of rehabilitation based on Care Plans. Activities were
observed in dining room on the first floor.
A resident of Rosegarden called the Ombudsman with complaint of not
receiving medications the night before. Management investigated
and the issue was addressed appropriately. A review of the
staffing patterns in the building during the shifts in question
showed appropriate levels of staff and RN supervision.
During ombudsman rounds in all three buildings, some residents
expressed concerns about the closures of the two buildings and
residents were anxious about the possibility of the third building
closing. The facilities have actively engaged two mental health
specialty groups to work with residents for both individual and
group therapy sessions to address these concerns.
A full-text copy of the PCO's Second Report is available for free
at:
http://bankrupt.com/misc/cob18-30623-462.pdf
About The Rosegarden Health and
Rehabilitation Center LLC
Located in Waterbury, Connecticut, Bridgeport Health Care Center
and The Rosegarden Health and Rehabilitation Center LLC --
http://www.bridgeporthealthcarecenter.com/-- provide long and
short-term nursing care and rehabilitation services. Bridgeport
offers nursing care, Alzheimer's care, rehab/physical therapy,
wound care, dietary, respite care, and hospice care.
Rosegarden services include 24-hour nursing care, APRN on Staff,
short-term/long-term rehab, physical therapy, speech therapy,
occupational therapy, IV therapy/medical/incontinence management,
CPAP/BIPAP/ tracheotomy care, podiatry; dental, audiology services,
respiratory care, among others.
Bridgeport Health Care and Rosegarden sought Chapter 11 protection
(Bankr. D. Conn. Case Nos. 18-50488 and 18-30623, respectively) on
April 18, 2018. In the petitions signed by their chief financial
officer, Chaim Stern, Bridgeport estimated assets and liabilities
of less than $50 million, and Rosegarden Health estimated assets
and liabilities of less than $10 million.
The Hon. Julie A. Manning is the case judge. Richard L. Campbell,
Esq., at White and Williams LLP, serves as the Debtors' counsel.
William K. Harrington, the United States Trustee for Region 2, has
appointed Joseph J. Tomaino as patient care ombudsman in the cases.
The PCO hired Barbara H. Katz, as counsel.
ROTHROCK FAMILY: Supplements Proposed Tucson Property Sale
----------------------------------------------------------
Rothrock Family, LLC, filed with the U.S. Bankruptcy Court for the
District of Arizona a supplement to its sale of the real property
located at 1050 E. 19th Street, Tucson, Arizona, free and clear of
liens, claims, encumbrances and interests.
The Debtor supplements its Sale Motion, filed on June 13, 2018, to
provide an updated Title Report.
A copy of the Title Report attached to the Supplement is available
for free at:
http://bankrupt.com/misc/Rothrock_Family_45_Sales.pdf
About Rothrock Family
Rothrock Family LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Ariz. Case No. 18-03956) on April 16,
2018. In the petition signed by Trevor Rothrock, member, the
Debtor estimated assets of less than $1 million and liabilities of
less than $1 million. Judge Scott H. Gan presides over the case.
SAINT & LIBERTINE: TFL Buying Ivy Kirzhner NY Trademark for $200K
-----------------------------------------------------------------
Saint & Libertine New York, LLC and Veronica Faye Kirzhner ask the
U.S. Bankruptcy Court for the Eastern District of New York to
authorize the sale of the exclusive right to license the Ivy
Kirzhner New York Trademark to Titan Footwear, LLC ("TFL") or its
assignee for $200,000
S&L thereafter suffered economic losses and ceased its operations
in March 2018. It surrendered possession of its headquarters and
showroom to its former landlord in March 2018.
Prior to the Petition Date, Kirzhner and S&L has been in
discussions with TFL, a California Limited Liability Corporation
and Joe Ouaknine for TFLor its assignee to acquire the Trademark.
In conjunction with TFL's acquisition of S&L's exclusive right to
Trademark from Kirzhner, TFL will enter into an employment
agreement with Kirzhner.
As consideration for TFL or its assignee's, acquisition of (i) the
Trademark and (ii) assignment to TFL of S&L's exclusive right to
license the Trademark (thereby extingusihing the license), TFL or
its assignee will pay the sum of $200,000, which will be held in
escrow by counsel for the Debtors to be disbursed for the benefit
of the Debtors' estate pursuant to further orders of the Court,
hopefully via a confirmed Chapter 11 plans.
As reflected in the appraisal of the Trademark obtained by Kirzhner
from BDO, the value of the Trademark is dramatically affected by
Kirzhner's association with the Trademark. In other words, the
Trademark is valued at $260,000 if Kirzhner is associated and
$10,000 if she is not.
Accordingly, the Debtors submit that the value attributed to the
Trademark, which will be acquired by TFL pursuant to TFL's
employment agreement with Kirzhner, should be allocated principally
to Kirzhner's estate since the license held by S&L, absent
Kirzhner's participation, has no appreciable value. The proposed
purchase price of $200,000 is fair consideration since the proposed
transaction contemplates Kirzhner's active involvement and
expertise in re-launching the Trademark.
TFL has already given Bernstein Cherney LLP the sum of $100,000 to
hold in escrow in connection with the transactions contemplated by
this motion. Additionally, the transfer of the License and the
Trademark will not occur until TFL or its assignee transfers the
balance owed of $100,000 to either Bernstein Cherney LLP or
otherwise set forth in an order of the Court.
The Debtors ask authority to convey the Trademark and S&L's rights,
as licensee, free and clear of all interests, with any such
interests to attach to the proceeds of the sale.
To facilitate and effectuate the sale of S&L's exclusive rights as
licensee of the Trademark to TFL or its assignee, S&L is asking
authority to assign or transfer the License to TFL or its
assignee.
The Debtors believe that their applicable policy allows for the
transfer of personally identifiable information collected through
the Selling Debtors' e-commerce business or their social media
pages; but will review this and ask appointment of a consumer
privacy ombudsman, if necessary.
S&L is no longer operating and has no need to retain its exclusive
right, as licensee of the Trademark. Since S&L rights as licensee
and the Trademark have little value without the active involvement
of Kirzhner, it is a sound exercise of business judgment for the
Debtors to ask the Court's approval of its proposed transaction
with TFL.
To maximize the value received for the License and the Trademark,
as the next selling seasons commence in early August 2018, the
Debtors seek to close the transactions contemplated by this motion
as soon as possible after the hearing. Accordingly, the Debtors
ask that the Court waives the 14-day stay period under Bankruptcy
Rules 6004(h) and 6006(d).
A hearing on the Motion is set for July 19, 2018 at 11:00 a.m. The
objection deadline is seven days prior to the Hearing Date.
About Saint & Libertine New York
Saint & Libertine New York, LLC is a privately held company in
Brooklyn, New York in the footwear manufacturing industry. The
Company is a small business debtor as defined in 11 U.S.C. Section
101(51D). S&L was established in 2012, and obtained right the
exclusive right, as licensee, to use the IVY KIRZHNER NEW YORK
trademark. Its headquarters and showroom were located at 750
Greenwich St, New York, NY 10014.
Saint & Libertine New York sought Chapter 11 protection (Bankr.
Case No. 18-42000) on April 11, 2018. The case is assigned to
Nancy Hershey Lord. In the petition signed by Veronica Kirzhner,
member, the Debtor estimated assets in the range of $0 to $50,000
and $1 million to $10 million in debt. The Debtor tapped Joel M.
Shafferman, Esq., at Shafferman & Feldman LLP, as counsel.
SEADRILL LIMITED: Bank Debt Trades at 8% Off
--------------------------------------------
Participations in a syndicated loan under which Seadrill Limited is
a borrower traded in the secondary market at 92.31
cents-on-the-dollar during the week ended Friday, July 20, 2018,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 0.94 percentage points from the
previous week. Seadrill Limited pays 600 basis points above LIBOR
to borrow under the $1.1 billion facility. The bank loan matures on
February 21, 2021. Moody's rates the loan 'Caa2' and Standard &
Poor's gave a 'CCC+' rating to the loan. The loan is one of the
biggest gainers and losers among 247 widely quoted syndicated loans
with five or more bids in secondary trading for the week ended
Friday, July 20.
SERTA SIMMONS: Bank Debt Trades at 16% Off
------------------------------------------
Participations in a syndicated loan under which Serta Simmons
Bedding LLC is a borrower traded in the secondary market at 84.40
cents-on-the-dollar during the week ended Friday, July 20, 2018,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 0.73 percentage points from the
previous week. Serta Simmons pays 350 basis points above LIBOR to
borrow under the $1.95 billion facility. The bank loan matures on
November 8, 2023. Moody's rates the loan 'B3' and Standard & Poor's
gave a 'B-' rating to the loan. The loan is one of the biggest
gainers and losers among 247 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday,
July 20.
SEVERSON GROUP: Taps Curd Galindo as Legal Counsel
--------------------------------------------------
The Severson Group, LLC, seeks approval from the U.S. Bankruptcy
Court for the Southern District of California to hire Curd, Galindo
& Smith, LLP as its legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; assist in the preparation of a plan of
reorganization; and provide other legal services related to its
Chapter 11 case.
Jeffrey Smith, Esq., the attorney who will be handling the case,
charges an hourly fee of $450. Associate attorneys and paralegals
charge $275 per hour and $125 per hour, respectively.
As of the petition date, the firm holds a retainer in the sum of
$39,458.
Jeffrey Smith, Esq., a partner at Curd, disclosed in a court filing
that his firm neither holds nor represents any interest adverse to
the Debtor.
The firm can be reached through:
Jeffrey B. Smith, Esq.
Curd, Galindo & Smith, LLP
301 East Ocean Blvd., Suite 1700
Long Beach, CA 90802
Tel: (562) 624-1177
Email: jsmith@cgsattys.com
About The Severson Group LLC
The Severson Group, LLC -- https://www.theseversongroup.com -- is a
national company specializing in temporary and permanent
workforce-staffing solutions, including government contracts and
program and project management across several NAICS codes. It
supports its clients across several contracting vehicles: as a
primary contractor, a first-tier subcontractor, and a second-tier
subcontractor. It was founded in 2004 in San Diego, California, as
a VetBiz-verified, Service-Disabled Veteran-Owned Small Business
(SDVOSB).
The Severson Group sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Calif. Case No. 18-03732) on June 21,
2018.
In the petition signed by Robert Severson, managing member,
president and chief executive officer, the Debtor disclosed that it
had estimated assets of $1 million to $10 million and liabilities
of $1 million to $10 million.
Judge Christopher B. Latham presides over the case.
SFR GROUP: Bank Debt Trades at 5% Off
-------------------------------------
Participations in a syndicated loan under which SFR Group SA
[ex-Numericable SAS] is a borrower traded in the secondary market
at 95.19 cents-on-the-dollar during the week ended Friday, July 20,
2018, according to data compiled by LSTA/Thomson Reuters MTM
Pricing. This represents a decrease of 2.70 percentage points from
the previous week. SFR Group pays 275 basis points above LIBOR to
borrow under the $1.418 billion facility. The bank loan matures on
June 22, 2025. Moody's rates the loan 'B1' and Standard & Poor's
gave a 'B' rating to the loan. The loan is one of the biggest
gainers and losers among 247 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday,
July 20.
SFR Group SA, now known as Altice France SA, is a France-based
company, a cable operator having its activities in France.
SKILLSOFT CORP: Bank Debt Trades at 15% Off
-------------------------------------------
Participations in a syndicated loan under which Skillsoft
Corporation is a borrower traded in the secondary market at 85.00
cents-on-the-dollar during the week ended Friday, July 20, 2018,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 1.74 percentage points from the
previous week. Skillsoft Corporation pays 825 basis points above
LIBOR to borrow under the $185 million facility. The bank loan
matures on April 28, 2022. Moody's rates the loan 'Caa3' and
Standard & Poor's gave a 'CCC' rating to the loan. The loan is one
of the biggest gainers and losers among 247 widely quoted
syndicated loans with five or more bids in secondary trading for
the week ended Friday, July 20.
SPANISH BROADCASTING: Completes Sale of NY Real Estate for $14M
---------------------------------------------------------------
Spanish Broadcasting System, Inc., closed on the sale of its New
York City real estate for $14 million in cash. The property was
purchased in 1988 for $4 million.
SBS has relocated its operations to two new sites in Manhattan,
offering a more expansive and efficient area for its sales and
marketing operations, as well as new state-of-the-art studios for
over-the-air and digital audio/video streaming of its daily content
to the various SBS distribution platforms.
Proceeds from the sale will be utilized to redeem the Company's
12.5% Senior Notes.
About Spanish Broadcasting
Based in Miami, Florida, Spanish Broadcasting System, Inc.
(OTCMKTS:SBSAA) -- http://www.spanishbroadcasting.com/-- owns and
operates 17 radio stations located in the top U.S. Hispanic markets
of New York, Los Angeles, Miami, Chicago, San Francisco and Puerto
Rico, airing the Spanish Tropical, Regional Mexican, Spanish Adult
Contemporary, Top 40 and Latin Rhythmic format genres. SBS also
operates AIRE Radio Networks, a national radio platform which
creates, distributes and markets leading Spanish-language radio
programming to over 250 affiliated stations reaching 94% of the
U.S. Hispanic audience. SBS also owns MegaTV, a television
operation with over-the-air, cable and satellite distribution and
affiliates throughout the U.S. and Puerto Rico. SBS also produces
live concerts and events and owns multiple bilingual websites,
including www.LaMusica.com, an online destination and mobile app
providing content related to Latin music, entertainment, news and
culture.
The report from the Company's independent accounting firm Crowe
Horwath LLP, the Company's auditor since 2013, on the consolidated
financial statements for the year ended Dec. 31, 2017, includes an
explanatory paragraph stating that the 12.5% Senior Secured Notes
had a maturity date of April 15, 2017. Cash from operations or the
sale of assets was not sufficient to repay the notes when they
became due. In addition, for the year ended Dec. 31, 2017, the
Company had a working capital deficiency and negative cash flows
from operations. These factors raise substantial doubt about its
ability to continue as a going concern.
Spanish Broadcasting reported net income of $19.62 million for the
year ended Dec. 31, 2017, compared to a net loss of $16.34 million
for the year ended Dec. 31, 2016. As of March 31, 2018, Spanish
Broadcasting had $435.59 million in total assets, $534.85 million
in total liabilities and a total stockholders' deficit of $99.26
million.
* * *
In May 2017, S&P Global Ratings withdrew its 'D' corporate credit
rating and issue-level ratings on Spanish Broadcasting System. "We
withdrew the ratings because we were unlikely to raise them from
'D', based on SBS' ongoing plans to restructure its debt," said S&P
Global Ratings' credit analyst Scott Zari. S&P had downgraded SBS
to 'D' on April 21, 2017, following the company's announcement that
it didn't repay its $275 million 12.5% senior secured notes that
were due April 15, 2017, as reported by the TCR on May 25, 2017.
In April 2017, Moody's Investors Service downgraded SBS's corporate
family rating to 'Ca' from 'Caa2'. SBS's 'Ca' corporate family
rating reflects an elevated expected loss rate following the
default under the company's 12.5% senior secured notes due April
2017, said Moody's.
SPECTRUM ALLIANCE: Selling Interest in Cedar Hill Unit 5/Cedar Lake
-------------------------------------------------------------------
Spectrum Alliance, LP asks the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania to authorize the sale of interests
in consisting of Unit 5 of the Cedar Hill Shopping Center and Cedar
Lake, to Black Diamond Capital Management, LLC for $25,000
assumption of the existing first mortgage liability, which has a
principal balance of $6.3 million.
On Dec. 22, 2017, the Debtor filed a Sale Motion that included a
complete list of the income-producing properties and entities owned
by the Debtor, which it sought the authority to sell by public
auction.
Among the Assets included in the Sale Motion were:
a. Cedar Hill Shopping Center: A retail power center
consisting of several units comprising nearly 400,000 rentable
square feet in Voorhees Township, Camden County, New Jersey. Unit
5 in Cedar Hill Shopping Center is owned by VSC-5, LLC, a whoily
owned subsidiary of the Debtor and itself a DIP in bankruptcy case
number 17-17848. Cedar Hill Unit 5 is also subject to a first
mortgage held by MAREIF, the principal balance due for which is
approximately $6.3 million.
b. Cedar Lake: Ten acres of undeveloped land in Voorhees
Township, Camden County, New Jersey, owned by MVI Spectrum. The
Debtor holds a 99.9% interest in MVI Spectrum as a Class A Member.
An entity known as SAS-MVI, LLC has a 0.1% interest in MVI Spectrum
as a Managing Member. Luciano DiVentra holds a preferred equity
member interest in MVI Spectrum, valued in MVI Spectrum's Limited
Liability Company Agreement ("MVI LLC Agreement") at $2,725,000.
Section 5.6 of the MVI LLC Agreement provided, among other things,
that in the event of a bankruptcy filing by the Debtor, certain
modification, transfer, and/or forfeiture of the Debtor's rights
are to occur in favor of Luciano DiVentura.
Pursuant to a First Amendment to the MVI LLC Agreement dated Nov.
19, 2013, Luciano DiVentura was to be paid a "remaining redemption
amount" of approximately $2,668,808 through specified installments.
To date, Luciano DiVentura has been paid at least $1.75 million
and is due approximately $975,000 more on the preferred interest in
addition to possible interest and extension fees in connection with
his Class PE Member interest in MVI Spectzum. Cedar Lake is also
subject to a first mortgage held by MAREIF.
On Jan. 9, 2018, the Court entered a Auction Order that set forth
the procedures for bidding on the Debtor's Assets listed in the
Sale Motion, including establishing a bidding deadline of 5:00 p.m.
on Jan. l8, 2018 and scheduling a hearing on Jan. 29, 2018 to
consider approval of sale to the winning bidder(s). Luciano
DiVentura was provided with notice of the Sale Motion and Auction
Order and did not file any objections.
Black Diamond submitted the highest bid in toto for the Assets,
including the Debtor's interests, through its subsidiaries, VSC-5
and MVC Spectrum, in Cedar Hill Unit 5 and Cedar Lake,
respectively. Thereafter, the Debtor and Black Diamond entered
into an asset purchase agreement providing for the sale of several
of the Assets to Black Diamond, but not including Cedar Hill Unit 5
and Cedar Lakef. It was intended that the sale of Cedar Hill Unit
5 and Cedar Lake would be subject to a separate asset purchase
agreement to be considered by the Court at a later hearing date.
After hearings on Jan. 29, 2018 and Feb. 7, 2018, the Court, on
Feb. 9, 2018, entered the First Sale Order.
A hearing on the proposed sale of the Debtor's interests in Cedar
Hill Unit 5 and Cedar Lake, after multiple continuances, was held
on April 18, 2018, at which time the Court authorized the Debtor to
sell its interests in Cedar Hill Unit 5 and Cedar Lake to Black
Diamond.
The Debtor asks the entry of an order authorizing the sale of its
interests in Cedar Hill Unit 5 and Cedar Lake to Black Diamond free
and clear of all liens, claims, interests, and encumbrances, as
memorialized in the APA. In consideration for purchasing these
interests, Black Diamond has agreed to pay the Debtor the sum of
$25,000, as well as to assume the existing first mortgage
liability, which has a principal balance of $6.3 million.
A copy of the APA attached to the Motion is available for free at:
http://bankrupt.com/misc/Spectrum_Alliance_340_Sales.pdf
Although the Count already authorized the Debtor to auction its
interests in Cedar Hill Unit 5 and Cedar Lake in the Auction Order,
and subsequently authorized the sale of said interests to Black
Diamond at the hearing on April 18, 2018, the Debtor files the
Motion out of an abundance of caution in order to clearly establish
that the sale of the Debtor's interests in Cedar Hill Unit 5 and
Cedar Lake, through its respective interests in VSC-5 and MVI
Spectrum, to Black Diamond. is free and clear of an3I Potential
liens, claims, interests, and encumbrances, including most notably,
any potential interest that Luciano DiVentura may have in Cedar
Lake under the
MVI LLC Agreement. An order specifically addressing Luciano
DiVentura's potential interest in Cedar Lake is needed in order to
assure the transfer of clean title to Black Diamond.
As an ancillary application, the Debtor asks that the sections of
the MVI, LLC Agreement that would modify, transfer, or forfeit the
Debtor's interests in MVI Spectrum and Cedar Lake in favor of
Luciano DiVentura, be deemed null and void as impermissible ipso
factor clauses.
The Debtor asks expedited treatment in connection with the Motion
and, specifically, a hearing date on July 15, 2018 as the projected
closing date for the Sale is Aug. 1, 2018. Pursuant to E.D. Pa.
L.B.R. 5070(f), it asks that the Court schedules an expedited
hearing as soon as possible. It therefore asks an order scheduling
an expedited hearing, limiting notice and reducing the notice
period in connection with the Motion. Upon filing the Motion,
counsel for the Debtor has contacted the Office of the United
States Trustee and the counsel for MAREIF.
The Purchaser:
BLACK DIAMOND CAPITAL MANAGEMENT, LLC
Attn: Peter Frank
1 Sound Shore Drive, Suite 200
Greenwich, CT 06830
The Purchaser is represented by:
Catherine Youngman, Esq.
FOX ROTHSCHILD, LLP
49 Market Street
Morristown, NJ 07960
About Spectrum Alliance LP
Formed in 2001, Spectrum Alliance, LP, is a private, open-ended
investment firm comprising both stabilized and developmental real
estate assets located in New Jersey, Pennsylvania, and Delaware.
It focuses on two property types: Class A suburban office and
suburban retail. Spectrum is a Pennsylvania limited partnership,
with each of its properties separately owned by a limited liability
company or limited partnership in accordance with institutional
financing requirements. Ownership interests in the company are
structured as limited partnership interests, denominated in
"Units."
Based in North Wales, Pennsylvania, Spectrum Alliance LP sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa.
Case No. 17-14250) on June 20, 2017. James R. Wrigley, its
president, signed the petition. At the time of the filing, the
Debtor estimated its assets and debt at $50 million to $100
million.
Judge Jean K. FitzSimon presides over the case.
Jennifer E. Cranston, Esq., at Ciardi Ciardi & Astin, P.C., is the
Debtor's bankruptcy counsel. The Debtor is the Debtor's Migelouche
LLC financial advisor.
The Office of the U.S. Trustee has appointed an official committee
of unsecured creditors. The Creditors Committee retained Duane
Morris LLP as counsel.
The U.S. Trustee has appointed an Official Committee of Equity
Security Holders, which has engaged Murphy & King as its counsel.
On Aug. 4, 2017, the Debtor filed a Chapter 11 plan of
reorganization and disclosure statement.
Commencing in September 2016, the Debtor retained Griffin Financial
Group, LLC, to assist with a refinancing or sale of its assets.
STAND-UP MULTI-POSITIONAL: Says PCO Appointment Not Necessary
-------------------------------------------------------------
Stand Up Mid-America MRI, P.A., and Stand Up Multi-Positional
Advantage MRI, P.A., moves the Bankruptcy Court for a Determination
that a Patient Care Ombudsman is not necessary.
This Motion arises under 11 U.S.C. Section 333(a)(1). The Debtor
seeks an order determining that a patient care ombudsman is not
necessary in this case. The court shall appoint an Ombudsman within
thirty days of the filing of the Petition, unless the court orders
otherwise.
On July 16, 2018, the Debtor filed a petition for relief pursuant
to Chapter 11 of Title 11 of the United States Code. To date, no
creditors’ or other official committee has been appointed
pursuant to the Bankruptcy Code.
The Debtor operates a clinic in Golden Valley, Minnesota where
patients receive MRI scans ("MRI Clinic"). Prior to filing, the
Debtor’s principal, Wayne Dahl, oversaw all management of the MRI
Clinic. Dr. Dahl is licensed and regulated by the Minnesota Board
of Chiropractic Examiners and has been since 1977. Dr. Dahl has
never been professionally disciplined. The MRI Clinic is HIPPA
complaint and has patient records in electronic form. During the
year leading up to this bankruptcy filing, the MRI Clinic has
maintained the current staff and did not cut back on staffing
levels. Many of the employees have been employed by the MRI Clinic
for ten (10) years or more. Dr. Dahl is also a medical director of
the MRI Clinic, and meets the stringent qualifications of the
American College of Radiology.
The Debtors note that the court has addressed the issues arising
under Section 333(a)(1) and determined that the following nine
non-exclusive factors should be considered in determining whether a
patient care ombudsman is necessary:
Factor 1: Cause of the Bankruptcy. Here, the Debtor has debt in
excess of its ability to repay. Further, the Debtor was involved
in litigation that was distracting it from its business operations.
The bankruptcy was not caused by licensing issues or issues with
patient and/or client care.
Factor 2: Presence of Licensing/Supervising Entities. The Debtor
is not licensed by anyone. Dr. Wayne Dahl holds an individual
license through the Minnesota Board of Chiropractic Examiners and
his license is active and in good standing. No complaints are
pending and all licensure requirements are current on Dr. Dahl's
license.
Factor 3: Debtor's Past History of Patient Care. Neither the
Debtor nor Dr. Dahl have had any disciplinary actions taken against
it.
Factor 4: Debtors Ability to Protect Patients' Rights. The
Debtor is operating as usual, and maintains all the same processes
to protect its Patients' Rights, and staffing levels are the same.
Factor 5: Level of Dependency of the Patients on the Facility.
The Debtor is operating as usual, and maintains all the same
processes to protect its Patients' Rights, and staffing levels are
the same.
Factor 6: Likelihood of Tension between the interests of
Patients and Debtor. The Debtor is operating as usual, and
maintains all the same processes to protect its Patients' Rights.
Unless a Patient read about the current bankruptcy filing, they
would not notice a difference as operations of the MRI Clinic
continue as normal.
Factor 7: Potential Injury to the Patients if the Debtor
Drastically reduced its Level of Care. The Debtor is operating as
usual, and maintains all the same processes to protect its
Patients' Rights. There has not been any reduction in the level of
care given to its Patients. The Debtor has good cash flows and is
able to continue with the current level of care.
Factor 8: Presence and Sufficiency of Internal Safeguards to
Ensure Appropriate Level of Care. The Debtor is operating as usual,
and maintains all the same processes to protect its Patients'
Rights. The Debtor and the principal are overseen by two
professional boards, and both must comply with the standards set
forth by these professional boards.
Factor 9: Impact of the Cost of an Ombudsman on the Likelihood
of a Successful Reorganization. A patient care ombudsman would add
a substantial expense to the bankruptcy estate. The tentative plan
is to pay all allowed claims one hundred percent.
Weighing these factors under the specific facts and circumstances
in this case, the Debtors ask that the court determine that
appointment of a patient care ombudsman is not necessary at this
time. Should testimony be required in support of this motion, the
Debtor reserves the right to call Wayne Dahl, President of the
Debtor.
A hearing will be held on the Debtor's motion at 10:30 a.m. on
Wednesday, August 8, 2018.
A full-text copy of the Motion is available for free at:
http://bankrupt.com/misc/mnb18-42286-22.pdf
About Stand-Up
Stand-Up Multi-Positional Advantage MRI, P.A. (SUMA MRI) --
https://www.sumamri.com -- specializes in open MRI where patients
can be standing, leaning, bending and even laying down; not to
mention several other positions as well. SUMA MRI is an accredited
facility by the American College of Radiology.
SUMA MRI (Bankr. D. Minn. Case No. 18-32239) and its affiliate
Stand Up Mid-America MRI, P.A. (Bankr. D. Minn. Case No. 18-42286)
filed voluntary Chapter 11 petitions on July 16, 2018, and are
represented by John D. Lamey, III, Esq., at Lamey Law Firm, P.A.,
in Oakdale, Minnessotta.
STAR PERFORMANCE: Court Finds Extension of Deadline Unnecessary
---------------------------------------------------------------
The Hon. Michael G. Williamson of the U.S. Bankruptcy Court for the
Middle District of Florida, through an order entered on July 23,
2018, has extended Star Performance Realty, Inc.'s Exclusive Filing
Period until July 11, 2018.
The Solicitation period under 11 U.S.C. Section 1121(c)(3) was set
to expire on September 5, 2018. However, the Court has already
scheduled a confirmation hearing on the Plan of Reorganization for
September 5, 2018. Therefore, the Court maintains that it is
unnecessary to extend the deadline at this time.
As reported by the Troubled Company Reporter on July 6, 2018, the
Debtor asked the Court to extend the Exclusive Periods for
approximately 30 days, contending that the requested extensions
will allow its management, its creditors, and other parties in
interest adequate time to focus on the development, negotiation and
documentation of a plan of reorganization. The Debtor also said
that the extensions, if granted, will enable the Debtor to address
those matters that need to be resolved before a plan of
reorganization can be fully formulated and negotiated, all without
the distractions and over adverse effects of competing plan
proposals or the possibility of same.
About Star Performance Realty
Star Performance Realty, Inc., which conducts business under the
name ReMax South Shore Realty, filed a Chapter 11 bankruptcy
petition (Bankr. M.D. Fla. Case No. 18-01791) on March 9, 2018. In
the petition signed by Janelle M. Duncan, president, the Debtor
estimated assets and liabilities at $500,000 to $1 million. The
Debtor hired Buddy D. Ford, Esq., at Buddy D. Ford, P.A., as
counsel; and Hamilton & Phillips LLC as its accountant.
STEIN PROPERTIES: Sept. 25 Plan Confirmation Hearing
----------------------------------------------------
Judge Thomas J. Catliota of the U.S. Bankruptcy Court for the
District of Maryland at Greenbelt on July 24, 2018, approved the
disclosure statement with respect to Stein Properties, Inc.'s
second amended Chapter 11 plan.
The Confirmation Hearing is scheduled to be conducted on September
25, 2018, at 10:00 a.m.
Written acceptances or objections to confirmation of the Plan must
be filed on or before August 30, 2018.
A full-text copy of the Second Amended Disclosure Statement is
available at:
http://bankrupt.com/misc/mdb-17-22680-127.2.pdf
About Stein Properties
Based in Columbia, Maryland, Stein Properties, Inc., filed a
voluntary Chapter 11 petition (Bankr. D. Md. Case No. 17-22680) on
Sept. 22, 2017. At the time of filing, the Debtor estimated
$1,000,001 to $10 million in assets and $10,000,001 to $50 million
in liabilities. The case is assigned to Judge David E. Rice.
Lawrence A. Katz, Esq., at Hirschler Fleischer, is the Debtor's
counsel.
STONEMOR PARTNERS: Awards Grants of 750,000 Units to CEO Redling
----------------------------------------------------------------
Joseph M. Redling commenced service as the president and chief
executive officer and a director of StoneMor GP LLC, the general
partner of StoneMor Partners L.P., on July 18, 2018, pursuant to
the terms of his employment agreement dated June 29, 2018.
StoneMor GP LLC and Mr. Redling have entered into an executive
restricted unit agreement as contemplated by his Employment
Agreement, pursuant to which Mr. Redling was awarded a grant of
750,000 restricted common units of the Partnership. The agreement
provides, among other things, that:
* the Restricted Units will vest in quarterly installments over
a four year period commencing on the three month anniversary
of the Agreement Date, provided that all Restricted Units
will become fully vested as of the date of a "Change in
Control" (as such term is defined in the Restricted Unit
Agreement);
* certificates for Restricted Units will be issued to Mr.
Redling upon the vesting of any Restricted Units, subject to
the provisions of the LTIP and further subject to Mr. Redling
paying, or making suitable arrangements to pay, all
applicable taxes;
* with respect to the Restricted Units that vest in the first
installment or on any date on which the Partnership has not
filed all required reports under Section 13(d) of the
Securities Exchange Act of 1934, as amended, other than Form
8-K Reports, Mr. Redling may satisfy his tax withholding
obligations by having the Partnership withhold Restricted
Units with a fair market value equal to those obligations;
* unvested Restricted Units will be entitled to receive
distributions made by the Partnership to holders of the
Partnership's common units, payment of which will be payable
to Mr. Redling on or promptly following the date on which the
distributions are otherwise paid to the holders of common
units;
* all unvested Restricted Units are subject to forfeiture in
the event of the termination of Mr. Redling's employment
(whether voluntary or involuntary and regardless of the reason
for the termination, or for no reason whatsoever) with
StoneMor GP or its affiliates, unless Mr. Redling's
employment is on that date transferred to StoneMor GP or
another of its affiliates; and
* all Restricted Units and related distributions with respect
thereto are subject to clawback under any clawback policies
which are adopted by the Compensation Committee, as amended
from time to time, including, but not limited to, clawback
listing requirements of the New York Stock Exchange imposed
by Securities and Exchange Commission rules adopted pursuant
to Section 954 of the Dodd-Frank Wall Street Reform and
Consumer Protection Act of 2010.
About StoneMor Partners
StoneMor Partners L.P., headquartered in Trevose, Pennsylvania --
http://www.stonemor.com/-- is an owner and operator of cemeteries
and funeral homes in the United States, with 322 cemeteries and 93
funeral homes in 27 states and Puerto Rico. StoneMor is the only
publicly traded death care company structured as a partnership.
StoneMor's cemetery products and services, which are sold on both a
pre-need (before death) and at-need (at death) basis, include:
burial lots, lawn and mausoleum crypts, burial vaults, caskets,
memorials, and all services which provide for the installation of
this merchandise.
Stonemor reported a net loss of $75.15 million on $338.22 million
of total revenues for the year ended Dec. 31, 2017, compared to a
net loss of $30.48 million on $326.23 million of total revenues for
the year ended Dec. 31, 2016. As of Dec. 31, 2017, Stonemor had
$1.75 billion in total assets, $1.66 billion in total liabilities
and $91.69 million in total partners' capital.
* * *
In April 2018, S&P Global Ratings affirmed its 'CCC+' corporate
credit rating on StoneMor Partners L.P. S&P said, "The rating
affirmation reflects our expectation that the company can generate
operating cash flow of approximately $25 million in 2018 to support
operating needs for at least another year."
SUNPRO SOLAR: Taps Rosenstein & Associates as Legal Counsel
-----------------------------------------------------------
Sunpro Solar Inc. received approval from the U.S. Bankruptcy Court
for the Central District of California to hire Rosenstein &
Associates as its legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; assist in the preparation of a plan of
reorganization; examine claims of creditors; and provide other
legal services related to its Chapter 11 case.
The firm will charge these hourly rates:
Robert Rosenstein, Esq. $375
Associates $350
Paralegals $165
Prior to the petition date, the Debtor paid the firm $13,000 for
its pre-bankruptcy services and $1,717 for the filing fee.
Robert Rosenstein, Esq., principal of Rosenstein & Associates,
disclosed in a court filing that his firm is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Robert B. Rosenstein, Esq.
Rosenstein & Associates
28600 Mercedes St., Suite 100
Temecula, CA 92590
Tel: 951-296-3888
Fax: 951-296-3889
Email: robert@thetemeculalawfirm.com
About Sunpro Solar
Sunpro Solar -- http://www.sunpro-solar.com/-- offers the newest
in solar module technology to residential and commercial clients.
Headquartered in Wildomar, California, the Company designs and
installs solar power system.
Sunpro Solar Inc., which conducts business under the name SunPro
Solar, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No.
18-13196), on April 17, 2018. In the petition signed by Adam
Joshua Evans, president, the Debtor disclosed $1.04 million in
total assets and $937,475 in total debt. The case is assigned to
Judge Mark S Wallace. The Debtor is represented by Robert B.
Rosenstein, Esq., at Rosenstein & Associates.
TELE CIRCUIT: Taps Danowitz Legal, Paul Reece Marr as Counsel
-------------------------------------------------------------
Tele Circuit Network Corporation received approval from the U.S.
Bankruptcy Court for the Northern District of Georgia to hire
Danowitz Legal, P.C., and Paul Reece Marr, P.C., as its legal
counsel.
The firms will assist the Debtor in the preparation of a plan of
reorganization and will provide other legal services related to its
Chapter 11 case. Each firm will charge an hourly fee of $350 for
legal services and $110 for paralegal services.
Danowitz Legal and Paul Reece Marr are "disinterested" as defined
in Section 101(14) of the Bankruptcy Code, according to court
filings.
Danowitz Legal can be reached through:
Edward F. Danowitz, Esq.
Danowitz Legal, P.C.
300 Galleria Parkway NW, Suite 960
Atlanta, GA 30339
Phone: 770-933-0960
Email: Edanowitz@DanowitzLegal.com
Danowitz Legal can be reached through:
Paul R. Marr, Esq.
300 Galleria Parkway NW, Suite 960
Atlanta, GA 30339
Phone: 770-984-8255
Email: Paul.Marr@MarrLegal.com
About Tele Circuit Network Corporation
Tele Circuit Network Corporation provides telecommunications
services. It offers consumers prepaid home phone plans, various
prepaid service plans, easy-to-use calling features and customer
service. The company was founded in 2003 with its head office
located in Duluth, Georgia.
Tele Circuit Network sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ga. Case No. 18-60777) on June 28,
2018.
In the petition signed by Ashar Syed, chief executive officer, the
Debtor estimated assets of $1 million to $10 million and
liabilities of $1 million to $10 million.
Judge Wendy L. Hagenau presides over the case.
TOYS R US: Propco I Debtors Want Plan Filing Delayed by 6 Months
----------------------------------------------------------------
Toys "R" Us Property Company I, LLC, asks the U.S. Bankruptcy Court
for the Eastern District of Virginia to extend the period during
which the Propco I Debtors have the exclusive right to file a
chapter 11 plan by approximately 180 days through and including
January 14, 2019; and to solicit votes thereon through and
including March 15, 2019, to ensure that an appropriate runway is
afforded without the distraction and cost of exclusivity disputes.
The Propco I Debtors own or directly lease a significant portion of
Toys "R" Us, Inc.'s and its affiliates' interests in real property,
including approximately 311 retail locations. These leases were
subleased to Toys "R" Us Delaware, Inc. pursuant to an Amended and
Restated Master Lease Agreement with the Propco I Debtors, dated as
of July 9, 2009, and as may be amended, supplemented, or modified
from time to time, which was rejected by Toys Delaware as of June
30, 2018.
The Propco I Debtors recount that over the course of the last three
months, the Propco I Debtors and their advisors have worked
diligently toward stabilizing and transitioning the Propco I
Debtors' operations in light of the wind-down of U.S. operations.
The Propco I Debtors and their advisors have simultaneously been
working to developing a value-maximizing process to address their
assets. As part of this effort, the Propco I Debtors have sought
to retain Raider Hill Advisors, LLC to advise the Propco I Debtors
with respect to a business plan and strategy for their assets. The
extension of the Exclusivity Periods will give the Propco I Debtors
the additional time needed to work with Raider Hill and determine
an appropriate plan forward. The Propco I Debtors have and will
continue to involve their stakeholders, including the official
committee of unsecured creditors in major restructuring initiatives
on a real-time basis.
About Toys R Us, Inc.
Toys "R" Us, Inc., was an American toy and juvenile-products
retailer founded in 1948 and headquartered in Wayne, New Jersey, in
the New York City metropolitan area. Merchandise was sold in 880
Toys "R" Us and Babies "R" Us stores in the United States, Puerto
Rico and Guam, and in more than 780 international stores and more
than 245 licensed stores in 37 countries and jurisdictions.
Merchandise was also sold at e-commerce sites including Toysrus.com
and Babiesrus.com.
On July 21, 2005, a consortium of Bain Capital Partners LLC,
Kohlberg Kravis Roberts, and Vornado Realty Trust invested $1.3
billion to complete a $6.6 billion leveraged buyout of the
company.
Toys "R" Us is a privately owned entity but still files with the
U.S. Securities and Exchange Commission as required by its debt
agreements.
The Company's consolidated balance sheet showed $6.572 billion in
assets, $7.891 billion in liabilities, and a stockholders' deficit
of $1.319 billion as of April 29, 2017.
Toys "R" Us, Inc., and certain of its U.S. subsidiaries and its
Canadian subsidiary voluntarily filed for relief under Chapter 11
of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No. Case No.
17-34665) on Sept. 19, 2017. In addition, the Company's Canadian
subsidiary voluntarily commenced parallel proceedings under the
Companies' Creditors Arrangement Act ("CCAA") in Canada in the
Ontario Superior Court of Justice. The Company's operations
outside of the U.S. and Canada, including its 255 licensed stores
and joint venture partnership in Asia, which are separate entities,
were not part of the Chapter 11 filing and CCAA proceedings.
Grant Thornton is the monitor appointed in the CCAA case.
Judge Keith L. Phillips presides over the Chapter 11 cases.
In the Chapter 11 cases, Kirkland & Ellis LLP and Kirkland & Ellis
International LLP serve as the Debtors' legal counsel. Kutak Rock
LLP serves as co-counsel. Toys "R" Us employed Alvarez & Marsal
North America, LLC as its restructuring advisor; and Lazard Freres
& Co. LLC as its investment banker. It hired Prime Clerk LLC as
claims and noticing agent. Consensus Advisory Services LLC and
Consensus Securities LLC, serve as sale process investment banker.
A&G Realty Partners, LLC, serves as its real estate advisor.
On Sept. 26, 2017, the U.S. Trustee for Region 4 appointed an
official committee of unsecured creditors. The Committee retained
Kramer Levin Naftalis & Frankel LLP as its legal counsel; Wolcott
Rivers, P.C., as local counsel; FTI Consulting, Inc. as financial
advisor; and Moelis & Company LLC as investment banker.
Toys "R" Us UK
Toys "R" Us Limited, Toys "R" Us, Inc.'s UK arm with 105 stores and
3,000 employees, was sent into administration in the United Kingdom
in February 2018.
Arron Kendall and Simon Thomas of Moorfields Advisory Limited, 88
Wood Street, London, EC2V 7QF were appointed Joint Administrators
on Feb. 28, 2018. The Administrators now manage the affairs,
business and property of the Company. The Administrators act as
agents only and without personal liability.
The Administrators said they will make every effort to secure a
buyer for all or part of the business.
Liquidation of U.S. Stores
Toys "R" Us, Inc., on March 15, 2018, filed with the U.S.
Bankruptcy Court a motion seeking Bankruptcy Court approval to
start the process of conducting an orderly wind-down of its U.S.
business and liquidation of inventory in all 735 of the Company's
U.S. stores, including stores in Puerto Rico.
Propco I Debtors
Toys "R" Us Property Company I, LLC and its subsidiaries own fee
and leasehold interests in more than 300 properties in the United
States. The Debtors lease the properties on a triple-net basis
under a master lease to Toys-Delaware, the operating entity for all
of TRU's North American businesses, which operates the majority of
the properties as Toys "R" Us stores, Babies "R" Us stores or
side-by-side stores, or subleases them to alternative retailers.
Toys "R" Us Property was founded in 2005 and is headquartered in
Wayne, New Jersey. Toys 'R' Us Property operates as a subsidiary
of Toys "R" Us Inc.
Company LLC, MAP Real Estate LLC, TRU 2005 RE I LLC, TRU 2005 RE II
Trust, and Wayne Real Estate Company LLC -- Propco I Debtors --
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
E.D. Va. Lead Case No. 18-31429) on March 20, 2018. The Propco I
Debtors sought and obtained procedural consolidation and joint
administration of their Chapter 11 cases, separate from the Toys
"R" Us Debtors' Chapter 11 cases.
The Propco I Debtors estimated assets of $500 million to $1 billion
and liabilities of $500 million to $1 billion.
Judge Keith L. Phillips presides over the Propco I Debtors' cases.
The Propco I Debtors hired Klehr Harrison Harvey Branzburg, LLP;
and Crowley, Liberatore, Ryan & Brogan, P.C., as co-counsel. The
Debtors also tapped Kutak Rock LLP. They hired Goldin Associates,
LLC, as financial advisors.
US FINANCIAL: Hogan Buying Severn Property for $95K
---------------------------------------------------
US Financial Capital, Inc., asks the U.S. Bankruptcy Court for the
District of Maryland to authorize the sale of the real property
known as 1610 Severn Avenue, Severn, Maryland, Tax Account No.
02-047460223389, Tax Map 0014, Grid 000, Parcel 0022 and Tax
Account No. 02-047460223433, Tax Map 0014, Grid 000, Parcel 0022
(Lots 22 A&B), to Timothy Hogan for $95,000.
The Debtor is in the business of buying, improving and selling real
property, including the Subject Property. Said property is valued
in the Debtor's Schedules at $67,733, based upon the tax records of
Anne Arundel County Maryland ("AA County").
The Subject Property is subject to one lien of record, in favor of
Respondent, AAC. At the time of filing, the Debtor indicated that
the property was subject to a Deed of Trust in favor of Boardwalk
2001, LLC, but the same has been released. The Debtor believes,
and therefor avers, that the subject property has been sold at tax
sale and that there may be outstanding claims in favor of FNA
Maryland, LLC ("FNAM") or its affiliate FNA DZ, LLC ("FNADZ") both
of which had filed Petitions to Foreclosee Right of Redemption
pursuant to Ann. Code MD, Tax Property Section 14-801, et.seq. in
the Circuit Court for Anne Arundel County with respect to
unidentified parcels of real estate owned by the Debtor. That none
of the creditors has filed a Proof of Claim in the proceeding.
The Debtor proposes to enter into a contract with the Purchaser, a
disinterested third party, as detailed in their proposed agreement
and Amendment. The agreement provides that the Purchaser pay the
sum of $91,095 for each lot with no conditions other than Court
Approval. An amount of $3,095 will also be paid to the Debtor's
engineering firm (Ed Brown & Associates, Inc.) for plans necessary
to develop the property.
The Debtor proposes to pay (i) the real estate commissions to Dee
Dee Miller consistent with the Order authorizing Debtor to retain
real estate broker; and (ii) all liens in full at closing. It
proposes to retain the net proceeds of settlement in its DIP
account to fund the proceeding.
The Debtor believes that the sale of the said property is in the
best interest of the Estate.
A copy of the Agreement attached to the Motion is available for
free at:
http://bankrupt.com/misc/US_Financial_49_Sales.pdf
The Creditors:
ANNE ARUNDEL COUNTY, MARYLAND
Mr. Richard Drain, Controller
Office of Finance, Anne Arundel County
P.O. Box 2700
Annapolis, MD 21404
FNA MARYLAND, LLC
Suite 1220
120 N LaSalle St.
Chicago, IL 60602
Serve on Resident Agent:
THE CORPORATION TRUST, INC.
2405 York Road
Suite 201
Lutherville Timonium, MD 21093-2264
FNA DZ, LLC
Suite 1220
120 N LaSalle St.
Chicago IL 60602
Serve on Resident Agent:
THE CORPORATION TRUST, INC.
2405 York Road
Suite 201
Lutherville Timonium, MD 21093-2264
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.
US SHIPPING: Bank Debt Trades at 6% Off
---------------------------------------
Participations in a syndicated loan under which US Shipping LLC is
a borrower traded in the secondary market at 94.50
cents-on-the-dollar during the week ended Friday, July 20, 2018,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 0.53 percentage points from the
previous week. US Shipping pays 425 basis points above LIBOR to
borrow under the $220 million facility. The bank loan matures on
June 15, 2021. Moody's rates the loan 'B3' and Standard & Poor's
gave a 'B' rating to the loan. The loan is one of the biggest
gainers and losers among 247 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday,
July 20.
VALLEY C: Taps Greenberg & Bass as Legal Counsel
------------------------------------------------
Valley C, LLC, seeks approval from the U.S. Bankruptcy Court for
the Central District of California to hire Greenberg & Bass, LLP as
its legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; assist in the preparation of a plan of
reorganization; and provide other legal services related to its
Chapter 11 case.
The firm will charge these hourly rates:
David Adelman Partners $495
James Felton Partners $495
Yi Sun Kim Partners $395
Michael Conway Associates $425
Richard Brownstein Of Counsel $525
Arthur Greenberg Of Counsel $575
Douglas Neistat Of Counsel $575
Robert Bass Of Counsel $575
Benjamin Seigel Of Counsel $525
Charles Tigerman Of Counsel $450
Law Clerk $125
Paralegal/Legal Assistant $95 - $240
Greenberg received a pre-bankruptcy retainer of $50,000, of which
$1,717 was used to pay the filing fee.
Douglas Neistat, Esq., at Greenberg, disclosed in a court filing
that his firm neither represents nor holds any interest adverse to
the Debtor or its estate and creditors.
The firm can be reached through:
Douglas M. Neistat, Esq.
Greenberg & Bass, LLP
16000 Ventura Blvd., Suite 1000
Encino, CA 91436
Tel: 818-382-6200
Fax: 818-986-6534
Email: dneistat@greenbass.com
About Valley C LLC
Valley C, LLC owns a 12-acre undeveloped commercial site and an
86-acre undeveloped residential site, with a total value of $35.5
million. Valley C sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Cal. Case No. 18-11786) on July 17,
2018. In the petition signed by Joseph Guglielmo, managing member,
the Debtor disclosed $36,200,990 in assets and $37,203,503 in
liabilities. Judge Martin R. Barash presides over the case.
VERITAS SOFTWARE: Bank Debt Trades at 6% Off
--------------------------------------------
Participations in a syndicated loan under which Veritas Software is
a borrower traded in the secondary market at 94.31
cents-on-the-dollar during the week ended Friday, July 20, 2018,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 0.53 percentage points from the
previous week. Veritas Software pays 450 basis points above LIBOR
to borrow under the $1.933 billion facility. The bank loan matures
on January 27, 2023. Moody's rates the loan 'B2' and Standard &
Poor's gave a 'B+' rating to the loan. The loan is one of the
biggest gainers and losers among 247 widely quoted syndicated loans
with five or more bids in secondary trading for the week ended
Friday, July 20.
WEATHERFORD INTERNATIONAL: Reports 2nd Quarter Net Loss of $264M
----------------------------------------------------------------
Weatherford International plc reported a net loss of $264 million,
or a loss of $0.26 per share for the second quarter of 2018.
Weatherford's non-GAAP net loss for the second quarter of 2018,
which excludes unusual charges and credits, was $156 million, or
$0.16, diluted loss per share. This compares to a $188 million
non-GAAP net loss in the prior quarter, or $0.19 diluted loss per
share, and a $282 million non-GAAP net loss for the second quarter
of 2017, or $0.28 diluted loss per share.
Significant Highlights
* Segment operating income improved by 73% sequentially and by
195% on a year-over-year basis.
* The annualized impact of recurring transformation benefits
improved to $192 million -- an increase of 78% compared to
first quarter 2018 and representing 19% of the Company's
transformation target.
* A definitive agreement was signed to sell Weatherford's land
drilling rig business in Saudi Arabia, Kuwait and Algeria for
cash proceeds of $287.5 million.
* Weatherford's Magnus push-the-bit rotary steerable system was
successfully launched and completed jobs in multiple
countries.
* An alliance with Valiant Artificial Lift Solutions was formed
to jointly commercialize electrical submersible pumps (ESPs).
* Weatherford sold its 50% interest in the Sunita Hydrocolloids
Inc. joint venture in July 2018.
Revenue in the second quarter of 2018 was $1.45 billion, which
increased 2% from the $1.42 billion of revenue in the prior quarter
and 6% from the $1.36 billion of revenue reported for the second
quarter of 2017. Revenues increased sequentially on higher rig
count and improved product mix in the U.S., integrated service
projects in Mexico, seasonal improvement in the North Sea and
higher activity levels in Saudi Arabia and Asia, offset by the
seasonal slowdown associated with spring breakup in Canada.
Year-over-year revenue growth was driven by results in the Western
Hemisphere, attributable to increased production and completions
work in the U.S. and additional integrated service projects
activity in Mexico. In the Eastern Hemisphere, higher volume in
Saudi Arabia was offset by a reduced number of offshore projects in
West Africa and Asia combined with adverse exchange rate effects in
Russia.
Operating loss for the second quarter of 2018 was $73 million.
Excluding unusual charges and credits, segment operating income in
the second quarter of 2018 was $69 million, up $29 million or 73%,
sequentially and up $142 million, or 195%, year-over-year. The
sequential improvement in the Western Hemisphere was due to overall
increased activity levels, a favorable product mix and improved
operational efficiency associated with Weatherford's transformation
efforts. Eastern Hemisphere operating income increased primarily
due to transformation initiatives resulting in a lower cost
structure.
The year-over-year operating income improvements were driven by
production and completions activity increases in the U.S. and
market share gains in Latin America, combined with lower operating
costs from the transformation initiatives in both the Western and
Eastern Hemispheres.
In the quarter, the Company recorded pre-tax charges of $109
million, which consist of $70 million in impairments and asset
write-downs, primarily related to land drilling rigs, $38 million
in restructuring and transformation charges and $11 million in
Angolan kwanza currency devaluation charges, partially offset by a
$10 million credit related to the fair value adjustment of the
outstanding warrant.
In the second quarter of 2018, incremental recurring benefits as a
result of the transformation plan were $21 million. Total
recognized recurring operating improvements during the second
quarter were $48 million, or $192 million on an annualized basis,
representing 19% of the Company's $1 billion target.
Mark A. McCollum, president and chief executive officer, commented,
"We have taken significant steps to strengthen our organization and
lay the foundation for sustainable growth. Our second quarter
results reflect improvement in revenues, segment operating income
and adjusted EBITDA and confirm that we are on the path to becoming
a stronger and healthier company. As global activity levels
continue to improve and our transformation continues to gain
momentum, I remain confident that we will reach our previously
outlined operational and financial objectives, including achieving
$1 billion in annualized recurring adjusted EBITDA benefit by
year-end 2019."
McCollum continued, "Seasonal trends worked against us this
quarter, causing us to miss our working capital objectives and, in
turn, our cash flow target. The entire organization, however,
remains intensely focused on delivering our objective of breakeven
free cash flow for the year, and remedial actions have already been
implemented to get us back on plan. With a clear mission, the
right structure, and a solid strategy, our team is embracing this
challenge head-on. We are continuing to drive significant change
across all aspects of our business to better position Weatherford
to create value for all of our stakeholders."
Land Drilling Rigs
Weatherford signed a definitive agreement with ADES International
for the sale of the land drilling rig operations in Saudi Arabia,
Kuwait and Algeria as well as two idle rigs in Iraq for cash
proceeds of $287.5 million. The remainder of the fleet will be
sold over the coming quarters.
Operational highlights in the land drilling rigs business during
the quarter include:
* The business received award letters for contract extensions
in Algeria, Colombia, Egypt, India, Iraq, Kuwait, Mexico and
Saudi Arabia.
* The fleet achieved the lowest amount of nonproductive time
during rig moves since 2016.
* 10 rigs have operated without a recordable incident for
periods ranging from 1 to 17 years.
Cash Flow
Net cash used by operating activities was $130 million for the
second quarter of 2018, driven by cash payments of $99 million for
debt interest and $29 million for cash severance, restructuring and
transformation. Second quarter total capital expenditures of $48
million, including investments in held for sale land drilling rigs,
increased by $10 million, or 26%, sequentially and increased $6
million or 14% from the same quarter in the prior year.
Western Hemisphere
Second quarter revenues of $769 million were up $13 million or 2%
sequentially, and up $91 million, or 13%, year-over-year. The
sequential growth resulted from higher U.S. rig counts, more
favorable product mix and increased activity in Mexico, Argentina
and Colombia, offset by the spring breakup in Canada.
Year-over-year revenues increased on higher activity levels for the
Completions, Production and Well Construction product lines in the
U.S. and from growth in integrated service projects in Mexico.
Second quarter segment operating income of $50 million was up $26
million, sequentially and up $101 million year-over-year. The
sequential increase resulted from the revenue drivers described
above and reduced operating costs due to the transformation
efforts. Year-over-year results improved due to increased activity
levels in the U.S. and Mexico, offset by a more severe impact from
the spring breakup in Canada. A change in revenue recognition in
Venezuela reduced operating results in the second quarter of the
prior year.
Operational highlights in the Western Hemisphere during the quarter
include:
* Weatherford was awarded a 5-year contract worth $300 million
by a major operator in Argentina. The contract entails
fracturing, coiled tubing, wireline, completions and testing
services.
* Weatherford was awarded a 5-year contract worth $270 million
to provide multiple product line services for a major
operator in Colombia. The contract includes services for
fracturing, coiled tubing, wireline, fishing, re-entry,
tubular running, completions and testing, among others.
* Indications of demand for Weatherford's RotaFlex long-stroke
pumping units in the U.S. for the second half of 2018 are
double the rate of deliveries the Company made during the
first half of the year.
* Several U.S. operators in major basins signed new software
contracts with Weatherford. One of the contracts engaged
Weatherford to install ForeSite production optimization
software on approximately 26,000 wells.
* Weatherford has increased integrated project activity for
development wells in Mexico, with services ranging from
drilling to completions. In one offshore well, Weatherford
reduced the expected operational time by 22 days, equal to $2
million, by deploying proven technologies, including two
RipTide drilling reamers and the Microflux control system.
* In an onshore oil well in Mexico, the Weatherford Magnus
rotary steerable system increased the rate of penetration,
which improved the drilling time by approximately 50%.
* In a cased-hole well in Colombia, Weatherford used the
shallow-angle QuickCut casing-exit system to complete a
sidetrack, which saved 7.5 hours of rig time compared to
window-milling estimates. The sidetrack enabled reaching
total depth without drilling a new well, which saved the
customer approximately $2 million.
* Weatherford commercially deployed the recently launched WFXO
openhole gravel-pack system for an offshore project in
Brazil. The system was configured to perform a multizone
acid job from a single point, and oil production increased by
32%.
Eastern Hemisphere
Second quarter revenues of $679 million were up $12 million or 2%
sequentially, and down $6 million or 1% year-over-year. The
sequential increase was primarily due to seasonal improvement in
the North Sea and from completions activity in Saudi Arabia and
Asia, offset by decreased Production deliveries in Kuwait.
Year-over-year revenues decreased slightly with increased
completions and well construction activity in Saudi Arabia offset
by fewer offshore projects in West Africa and Asia combined with
adverse exchange rate effects in Russia.
Second quarter segment operating income of $19 million was up $3
million sequentially, and up $41 million year-over-year. The
sequential and year-over-year increases were primarily due to
improvements from transformation initiatives and a lower cost
structure.
Operational highlights in the Eastern Hemisphere during the quarter
include:
* Weatherford delivered managed pressure drilling (MPD)
technologies that mitigated risks in a gas-well drilling
campaign in the Middle East. The technologies enabled
drilling the well sections to total depth despite the
ultranarrow window and high-pressure, high-temperature
conditions. Compared to conventional drilling methods, MPD
reduced the average drilling time by 15 days.
* In two wells in the Middle East, Weatherford supplied
completions and cementing equipment, including the SwageSet
VO packoff stage tool. The 13 3/8-inch tool size proved
successful in its first two runs and the seal eliminated
casing-to-casing annular gas migration.
* Weatherford marked its return to the Kuwait liner-hanger
business by securing a sizable contract. As a result of the
awards, Weatherford will extend traditional field of
operations into the deep drilling sector.
* Weatherford replaced an incumbent wireline service provider
on an onshore oil well in Kuwait. By conveying Compact
tools through drillpipe, Weatherford secured the requested
data with zero nonproductive time.
* Working closely alongside the operator, Weatherford devised a
completion solution including Maxflo chrome premium sand
screens. The solution maximized reservoir contact for 2,646
feet with the longest 4 1/2-inch Maxflo sand screen
installation in a 5 7/8-inch openhole gas well.
* Weatherford was awarded a 3-year contract for tubular running
services in 11 wells as part of a critical project for
delivering cleaner burning natural gas in Australia. The win
can be credited to Weatherford's leading technology and track
record for delivering incident-free operations with low
nonproductive time.
Reclassifications
In 2018 the Company adopted pension accounting standards on a
retrospective basis, reclassifying the presentation of non-service
cost components of net periodic pension and post-retirement cost
from our operating income to non-operating Other Income (Expense),
Net. All prior periods have been restated to conform to the
current presentation within the Condensed Consolidated Statements
of Operations and other financial information in the following
pages.
A full-text copy of the press release is available for free at:
https://is.gd/UFHz64
About Weatherford
Weatherford (NYSE: WFT), an Irish public limited company and Swiss
tax resident -- http://www.weatherford.com/-- is a multinational
oilfield service company providing innovative solutions, technology
and services to the oil and gas industry. The Company operates in
over 90 countries and has a network of approximately 780 locations,
including manufacturing, service, research and development, and
training facilities and employs approximately 28,700 people.
Weatherford reported a net loss attributable to the Company of
$2.81 billion in 2017, a net loss attributable to the Company of
$3.39 billion in 2016, and a net loss attributable to the Company
of $1.98 billion in 2015.
As of March 31, 2018, Weatherford had $9.33 billion in total
assets, $10.23 billion in total liabilities and a total
shareholders' deficit of $898 million.
* * *
As reported by the TCR on May 10, 2018, Fitch Ratings affirmed and
withdrew its ratings on Weatherford International Plc, including
the Long-term Issuer Default Rating (IDR) at 'CCC'. Fitch withdrew
Weatherford's ratings for commercial reasons. Fitch reserves the
right in its sole discretion to withdraw or maintain any rating at
any time for any reason it deems sufficient.
WILLIAM ABRAHAM: Trustee Selling El Paso Property for $325K
-----------------------------------------------------------
Ronald Ingalls, the Trustee of the estate of William David Abraham,
asks the U.S. Bankruptcy Court for the Western District of Texas to
authorize the sale of the real property commonly known as 8819,
8921-8929 Alameda, El Paso, Texas, including improvements, to
Investment Valley, LLC for $325,000.
The property was owned by Joseph Abraham, Sr., Deceased. It was
conveyed to him by Ralph's Farms, Inc. by deed recorded at
instrument no. 86970 dated April 28, 1981.
The property is now owned by his heirs, who are believed to be: (i)
the Estate of Edward Abraham - 25%; (ii) the Estate of Joseph
Abraham, Jr. - 6.25%; (iii) Margaret Abraham - 6.25%; (iv) William
D Abraham - 6.25%; (v) Asia Rose Abraham - 6.25%; (vi) Geraldine
Malooly - 5%; (vii) Ronald Christopher Malooly - 5%; (viii) Cheryl
Malooly - 5%; (ix) Gilbert Malooly, Jr.- 5%; (x) Gregory Malooly -
5%; (xi) Teresa Finnegan - 5%; and (xii) Tina McDade - 10%.
The Buyer has submitted an offer for purchase of the property for
$325,000. The El Paso County Appraisal District has valued the
property at $309,300. The Debtor did not schedule an interest in
the property.
It is the Trustee's understanding that the Debtor has an interest
of 6.25% in the property.
Following is information about the proposed sale:
a. The name and address of the proposed Buyer or lessee:
Investment Valley, LLC, 5020 Montoya Drive, El Paso, TX 79922
b. The proposed consideration to be received by the estate,
including estimated costs of the sale or lease, including
commissions, auctioneer's fees, costs of document preparation and
recording and any other customary closing costs: The purchase price
is $325,000. The Seller is required to pay a 6% broker's
commission which would equal $19,500. Additionally the Seller will
be required to pay for a title policy.
c. A description of the estimated or possible tax consequences
to the estate, if known, and how any tax liability generated by the
use, sale or lease of such property will be paid: Unknown
A preliminary title search indicates these liens, judgments, and
other claims may exist against the Real Property:
a. Sanitation lien in favor of the City of El Paso in the
amount of $162.25.
b. Ad valorem taxes in favor of the City of El Paso.
c. Notice of Child Support Lien against William Abraham, also
known as William David Abraham, filed Oct. 1, 2014 in the amount of
$473,344, recorded in Clerk's File Number 20140063539, Real
Property Records, El Paso County, Texas; Notice of Child Support
Lien against William Abraham a/k/a William David Abraham, filed
April 29, 2015 in the amount of $473,344, recorded in Clerk's File
Number 20150027961, Real Property Records, El Paso County, Texas,
and Notice of Child Support Lien against the Debtor, filed Aug. 7,
2015 in the amount of $473,344, recorded in Clerk's File Number
20150055473, Real Property Records, El Paso County, Texas; all in
favor of Laura Lynch.
d. Abstract of Judgment in favor of IGSFA Management, LLC
against the Debtor, in the amount of $1,035,047 plus cost and
interest, filed May 31, 2017, recorded in Clerk's File Number
20170039643, Real Property Records, El Paso County, Texas. Said
Abstract of Judgment being modified and/or extended by instrument
recorded in/under Clerk's File Number 20170067871, Real Property
Records, County, Texas. Said Abstract of Judgment being modified
and/or extended by instrument recorded in Clerk's File Number
20170092475, Real Property Records, El Paso County, Texas.
e. Abstract of Judgment in favor of the City of El Paso, Texas
and its Building and Standards Commission, against Caples Land
Company, LLC and the Debtor, in the amount of $1,242,486 plus cost
and interest, filed Nov. 21, 2017, recorded in Clerk's File Number
20170086983, Real Property Records, El Paso County, Texas.
f. Abstract of Judgment in favor of Ivan Aguilera, against the
Debtor, in the amount of $105,000 plus cost and interest, filed
Dec. 11, 2017, recorded in Clerk's File Number 20170091428 Real
Property Records, El Paso County, Texas.
g. Abstract of Judgment in favor of IGSFA Management, LLC
against William Abraham, in the amount of $108,755 plus cost and
interest, filed Dec. 13, 2017, recorded in Clerk's File Number
20170092474, Real Property Records, El Paso County, Texas. Items
(c)-(g) apply only to the undivided interest of the Debtor.
The foregoing liens will attach to the sale proceeds in the order
of priority. The sanitation lien and ad valorem taxes will be paid
at closing. The liens attributable to the interest of the Debtor
will attach to his share of the proceeds.
The Trustee proposes that funds be distributed as follows: first to
closing costs; second, to pre-petition ad valorem taxes and the
sanitation lien; third, to the non-Debtor owners of the property
provided that the affected parties can agree upon their respective
percentages; and finally, the Trustee will hold the estate's share
of the proceeds pending further order of the Court.
A copy of the Agreement attached to the Motion is available for
free at:
http://bankrupt.com/misc/William_Abraham_105_Sales.pdf
William David Abraham filed for chapter 11 bankruptcy protection
(Bankr. W.D. Tex. Case No. 18-30184) on Feb. 6, 2018, and is
represented by Omar Maynez, Esq. of Maynez Law. Franklin
Acquisitions, one of Mr. Abraham's companies, also filed for
Chapter 11 bankruptcy reorganization Feb. 6, 2018.
Mr. Abraham is a well-known businessman in El Paso, Texas. He has
a portfolio of at least 15 downtown buildings, including several
prominent, historical ones.
WILLIAM B. LAWTON: Derrick Buying Godfrey 2-21 Interest for $1.4K
-----------------------------------------------------------------
William B. Lawton Co., LLC, and affiliates ask the U.S. Bankruptcy
Court for the Western District of Louisiana to authorize the sale
of River Oaks Exploration, L.L.C.'s working interest in mineral
leases in Marshall and Bryan Counties, Oklahoma ("Godfrey 2-21
Interest") to Derrick Resources for $1,399, subject to overbid.
The Godfrey 2-21 Interest is more particularly described in Exhibit
A of Act of Assignment dated April 29, 1988 from Wm. T. Burton
Industries to River Oaks Exploration, Inc. and recorded in Book
530, Page 01 of the records of Marshall County, Oklahoma, and
recorded in Book 779, Page 465 (and bearing File No. 422,335) of
the records of Bryan County, Oklahoma, also known as Godfrey 2-21,
Bryan, Oklahoma. River Oaks valued the Godfrey 2-21 Interest at $0
on Oct. 10, 2017, based upon production at that time.
River Oaks owns a 0.1399312000 working interest in the Godfrey 2-21
Interest, free and clear of any liens and/or encumbrances. It has
received an offer from the Buyer to purchase all of River Oaks'
leasehold rights, interests and estate in and to the oil and gas
leases and land described in Exhibit A to the Quitclaim Assignment
of Oil and Gas Leases, and Bill of Sale, and all rights, and
interests in and to any and all equipment, machinery and
improvements, both tangible and intangible, located on or related
to the Godfrey 2-21 Interest ("Properties") for the amount of
$1,399.
The Buyer is the operator of the Godfrey 2-21 Well, and has
submitted its bid for the Properties, based upon the following
factors. The Godfrey 2-21 Well is currently shut-in due to H2S gas
issues and holes in the tubing. Reworking the Well requires tubing
being pulled and tested, the well bore cleaned out, and the tubing
replaced. Additionally, the Buyer recommends the installation of
an additional salt water tank and pump jack due to depleted gas
pressure. Further, natural gas production has depleted to a point
that H2S gas is being produced with the natural gas. Derrick
Resources is not interested in incurring the significant expenses
associated with reworking the Well without owning all working
interests. Therefore, it has offered to purchase River Oaks'
working interest for the consideration described.
The alternative to reworking the Well is plugging, which has an
estimated postpetition cost to River Oaks of approximately $4,058.
River Oaks recently received a Statement for April 2018 requesting
payment of $252.
As additional consideration for the sale of the working interest to
the Buyer, the Buyer has agreed to waive any and all prepetition
and postpetition claims it has against the Debtor. The value of
the prepetition claim is estimated at $3,492, and the value of the
postpetition administrative claim is currently estimated at $1,703
through April 2018. Thus, there is significant value to the Estate
to be gained through the sale of the working interest to Derrick
Resources beyond the purchase price. The current value of the
offer, without taking into consideration the prepetition claim, is
$3,103, which includes the cash offer of $1,399, plus the amount
the Debtor would otherwise be required to pay to Derrick Resources
for its postpetition administrative claim.
The Debtor has reviewed the offer, the factors discussed, and the
cost of plugging the Well, and has determined that the offer to
purchase the Properties is fair and equitable. Therefore, it asks
approval from the Court to sell the Properties to the Buyer for
$1,399, or to the Successful Bidder.
In the event that a third party wishes to submit a competing bid
for the Properties, pursuant to the Bid Procedure, such party
should provide the counsel for the Debtor with a competing bid no
later than the Bid Deadline.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: July 9, 2018 at 5:00 p.m. (CT)
b. Deposit: $500
c. Minimum Bid: The minimum cash only bid for the Properties
is $3,603, which is a prevailing bid over the value of the bid of
Derrick Resources of at least $3,103 , plus the bid increment of at
least $500.
d. Auction: The Auction will be held on July 12, 2018, at
10:30 a.m. (CT) at the Court.
e. Bid Increments: $500
f. No Warranties: Bids will be for the purchase of the
Properties in "as is" condition with no warranties, except for a
limited warranty of title only as to acts by, through and under the
Debtor.
g. Closing: All Bids must provide for a closing no later than
15 days after the entry of a final, non-appealable sale order
approving the sale to the Winning Bidder, unless an alternate
closing date is accepted by Debtor and the alternate date is
approved by the Court.
The Debtor asks that the Court provides for a waiver of the 14-day
stay of the order approving the sale under Federal Rules of
Bankruptcy Procedure 6004(h) such that the sale to the Buyer or the
Successful Bidder can close with the time frame set forth.
A copy of the Agreement attached to the Motion is available for
free at:
http://bankrupt.com/misc/William_B_Lawton_130_Sales.pdf
The Purchaser:
DERRICK RESOURCES
P.O. Box 306
Henryetta, OK 74437
William B. Lawton Co.
William B. Lawton Co., LLC, River Oaks Exploration, LLC, and
Rayville Resources, LLC, are engaged in the oil and gas extraction
business. They sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. La. Case Nos. 17-20948 to 17-20950) on
Oct. 10, 2017. In the petitions signed by William T. Drost, its
president, the Debtor estimated assets of less than $500,000 and
liabilities of $1 million to $10 million. Judge Robert Summerhays
presides over the cases. Lisa M. Hedrick, Esq., at Adams and Reese
LLP, serves as Chapter 11 counsel to the Debtors.
WJA ASSET: PMB Selling Alabama Real Estate Portfolio for $467K
--------------------------------------------------------------
WJA Asset Management, LLC, and affiliates ask the U.S. Bankruptcy
Court for the Central District of California to authorize the
bidding procedures in connection with the sale by Alabama Housing
Fund, LLC and PMB Managed Fund, LLC of PMB's residential real
estate portfolio in Mobile County, Alabama to KQuad, LLC for
$466,500, subject to overbids.
PMB holds or held title to 18 pieces of residential real property
in Mobile County, Alabama, and Alabama Fund has been collecting
rental income from the properties. In 2015, broker price opinions
("BPOs") were obtained and the Debtors had them updated in December
2017 by Keller Williams Realty Mobile.
The estimated values in 2015 and at the end of 2017, based solely
on exterior inspections are:
Address 2015 BPO 2017 BPO
204 Geronimo St., Chickasaw, AL $32,500 $37,000
461 4th Ave., Chickasaw, AL $35,000 $30,000
626 Mohawk St., Mobile, AL $30,000 $28,000
658 Rickarby St., Mobile, AL $35,000 $40,000
907 W. Victory St., Mobile AL $42,900 $37,000
1415 Goodman Ave., Mobile, AL $24,900 $26,000
1478 Houston St., Mobile, AL $49,900 $44,000
1511 Devonshire Dr., Mobile, AL $35,000 $28,000
1709 Belfast St., Mobile, AL $35,000 $30,000
2055 Webb Ave., Mobile, AL $35,500 $36,000
2451 Gulf Terra Dr., Mobile, AL $37,500 $34,000
2514 Pineway Dr. N., Mobile AL $35,000 $36,000
2608 Pollard Ave., Mobile, AL $37,500 $35,000
2726 Moot Ave., Mobile, AL $38,500 $25,000
3704 Martha Ct., Mobile, AL $25,000 $30,000
3916 Prima Vera Ln., Mobile, AL $55,000 $27,000
4101 Ridgedale Rd., Mobile, AL $32,000 $38,000
6454 Barker St. S., Mobile, AL $42,500 $40,000
Totals $658,700 $601,000
The Properties originally secured a few different loans made by PMB
to Myers Group Realty, LLC on April 26, 2011. According to former
management of the Debtor, these were among the first loans made by
PMB. For reasons that are unclear, the mortgages were originally
in favor of "WJA PMB Fund, LLC," which is an entity that does not
appear to have ever actually been a legal entity. Indeed, less
than a year after the mortgages were recorded, they were amended to
clarify that PMB had been incorrectly identified in the mortgages.
When the loans went into default, Myers Group Realty executed
Special Warranty Deeds that conveyed title to the Properties to PMB
in lieu of foreclosure.
At one point, in October 2013, PMB allegedly assigned its interest
in the Properties to Alabama Housing. However, it does not appear
that the assignment was ever recorded or that title of the
Properties was ever transferred to Alabama Housing. According to
former management of the Debtor, the Debtor intended to have
Alabama Fund hold title to and service the Properties since the
ownership of REO properties was not the intended purpose of PMB,
and those investors in PMB with specific ties to the loan secured
by the Properties were given membership interests in Alabama
Housing.
The Debtors, through their chief restructuring officer, is in the
process of verifying this actually occurred and amending the
schedules for the Debtors. Some of the Properties are occupied by
renters and the rental income has been and is being collected by
Alabama Housing. According to a preliminary title report prepared
by First American Title Insurance Co., the property at 2451 Gulf
Terra Drive may be subject to a judgment lien in favor of the City
of Mobile of approximately $276 and the property at 3916 Prima Vera
Lane may be subject to a voluntary lien executed by Bertram
Properties, Inc. in favor of Compass Bank to secure a mortgage of
approximately $75,000.
According to the Debtors' records, it was to hold the senior liens
against the Properties and title insurance policies obtained by the
Debtor from that time do not reflect these liens. They understand
that the title company expects to clear these two liens, but has
kept them on the preliminary title report for the time being. As a
result, these alleged liens are the subject of a bona fide dispute
and to the extent they are not cleared prior to the hearing on the
Motion, PMB will ask to sell the Properties free and clear of these
liens, with any liens to attach to the proceeds of the sales of the
Gulf Terra Property and the Prima Vera Property, as appropriate,
pending further Court order. For purposes of the Motion, $26,384
of the Purchase Price is allocated to the Gulf Terra Property and
$20,952 of the Purchase Price is allocated to the Prima Vera
Property.
The Debtors have received an unsolicited offer to purchase the
Properties the Buyer, an entity owned by Jonathan Keith, who is an
associate broker at Keith Realty, which manages the Properties.
The offer is for $466,500 for the Properties, subject to overbid,
and has no real estate commission associated with it because the
Buyer is a broker and the Properties have not been listed for sale
with a broker.
The sale is "as is, where is," with any security deposits being
held by the property manager or the Debtors, if in a segregated
account, to be transferred to the Buyer at the closing, which is to
occur by Aug. 15, 2018, unless extended by agreement of the Buyer
and the Debtors.
The Debtors propose Bid Procedures to allow for overbids prior to
the Court's approval of the sale of the Properties to ensure that
the estate's interest in the Properties is sold for the best
possible price.
The salient terms of the Bidding Procedures are:
a. Minimum Bid: $33,500 over the Purchase Price set forth in
the Purchase Agreement for all of the Properties
b. Deposit: $15,000
c. Bid Deadline: July 5, 2018, at 5:00 p.m. (PDT)
d. Auction: At the hearing on the Motion on July 12, 2018 at
11:00 a.m. only the Buyer and any party who is deemed a Qualifying
Bidder will be entitled to participate in the auction.
e. Bid Increments: $5,000
f. Break-Up Fee: $6,500
g. Closing: Aug. 15, 2018
A copy of the Purchase Agreement and the Bidding Procedures
attached to the Motion is available for free at:
http://bankrupt.com/misc/WJA_Asset_516_Sales.pdf
Given these circumstances, as well as the reality that the Debtors
are not in the business of being long-term landlords, the Debtors
believe that a sale is in everyone's best interests. They intend
to hold the net sale proceeds pending further Court order, which
will not be sought until the ownership of the Debtor is verified so
that the net sale proceeds are handled by the correct entity and
flow through to the appropriate creditors or investors.
About WJA Asset Management
Luxury Asset Purchasing International, LLC, et al., are part of a
network of entities or "Funds" formed to offer a range of
investment opportunities to individuals. Many of the existing
Funds are performing and some Funds had substantial gains.
However, certain Funds, i.e., those invested in private trust deeds
secured by real estate, suffered losses.
William Jordan Investments, Inc. ("Advisor"), is a registered
investment advisor. Laguna Hills, California-based WJA Asset
Management, LLC ("Manager"), is the managing member of Luxury, et
al. William Jordan was the president and sole owner of Advisor and
was the sole member and manager of Manager.
On May 18, 2017, Luxury and its affiliates filed voluntary
petitions under Chapter 11 of the United States Bankruptcy Code.
On May 25, 2017, four other affiliated filed voluntary Chapter 11
petitions. On June 6, 2017, CA Real Estate Opportunity Fund III
filed its Chapter 11 petition. The Debtors' cases are jointly
administered under Bankr. C.D. Cal. Lead Case No. 17-11996, and
the
Debtors continue to operate their businesses and manage their
affairs as DIP.
Pursuant to court orders, Howard Grobstein is now serving as the
chief restructuring officer of the Debtors and Mr. Jordan no longer
has any ongoing role in the Debtors' operations.
At the time of the filing, WJA estimated assets of less than
$500,000 and liabilities of $1 million to $10 million.
Judge Scott C. Clarkson presides over the cases.
Lei Lei Wang Ekvall, Esq., Philip E. Strok, Esq., Robert S.
Marticello, Esq., and Michael L. Simon, Esq., at Smiley
Wang-Ekvall, LLP, serve as counsel to the Debtors. Ann Moore of
Norton Moore Adams has been tapped as special counsel. Elite
Properties Realty is the broker.
WOODBRIDGE GROUP: Selling Baleroy's Carbondale Property for $1M
---------------------------------------------------------------
Woodbridge Group of Companies, LLC, and its affiliated debtors ask
the U.S. Bankruptcy Court for the District of Delaware to authorize
their Contract to Buy and Sell Real Estate dated as of April 24,
2018 with Jill Edinger and Michael Edinger, in connection with the
sale of Baleroy Investments, LLC's real property located at 108 W.
Diamond A Ranch Road, Carbondale, Colorado, together with the
Seller's right, title, and interest in and to the buildings located
thereon and any other improvements and fixtures located thereon,
and any and all of the Seller's right, title, and interest in and
to the tangible personal property and equipment remaining on the
real property as of the date of the closing of the sale, for
$1,030,000.
The Property consists of an approximately 5,642 square foot single
family home in Carbondale, Colorado. The Seller purchased the
Property in October 2016 for a purchase price of $1,434,400. The
Purchasers made a best and final offer under the Purchase Agreement
to acquire the Property on an "as is" basis. The Property has been
marketed and formally listed on the multiple-listing service for
approximately 544 days, and the sales price was adjusted once from
$1.63 million to $1.4 million. The Purchasers' offer under the
Purchase Agreement is the highest and otherwise best offer the
Debtors have received.
On April 24, 2018, the Purchasers made a $1,030,000 offer on the
Property. The Debtors proposed a verbal counter offer at $1.1
million, but the Purchasers declined to increase its offer to that
amount and held firm at $1,030,000. The Debtors nevertheless
believe that the purchase price provides significant value, and
accordingly, the Seller countersigned the final Purchase Agreement
on April 25, 2018. Under the Purchase Agreement, the Purchaser
agreed to purchase the Property for $1,030,000, with a $25,000
initial cash deposit, a $295,000 cash down payment due at closing,
and the balance of $710,000 to be financed by a loan. The deposit
is being held by Commonwealth Title Co. of Garfield County, Inc. as
escrow agent.
In connection with marketing the Property, the Debtors worked with
Kathy Westley and Jennifer VanDyke of The Property Shop, Inc., a
nonaffiliated third-party brokerage company. The Broker Agreement
provides the Broker with the exclusive and irrevocable right to
market the Property for a fee in the amount of 3% of the
contractual sale price. No broker fee other than the Broker Fee is
payable in connection with the Sale of the Property. The
Purchasers are not represented by a real estate broker.
In addition to the Broker Fee, the Seller must also satisfy certain
required costs associated with the sale and transfer of title of
the Property to comply with the Purchase Agreement. The Other
Closing Costs include, but are not limited to, recording fees,
title insurance policy costs, prorated property taxes, city and
county transfer taxes, and other items noted on the title report
for the Property. The Debtors also rely on outside vendors for
escrow and title services in connection with property sales. In
general, vendors are mutually agreed on by the applicable Debtors
and a purchaser prior to the acceptance of an offer.
Absent authority to pay Other Closing Costs, the Seller will be
unable to close the Sale and receive sale proceeds. If the Seller
is unable to make these payments, the Purchasers may be entitled to
rescind the Purchase Agreement or assert other remedies that could
lead to additional and unnecessary claims. Accordingly, the
Debtors ask the ability to pay Other Closing Costs in connection
with the Sale.
All proceeds of the Sale (net of the Broker Fees, Other Closing
Costs and amounts required to satisfy the Third Party Lien, if any)
will be paid to the Debtors into the general account of Debtor
Woodbridge Group of Companies, LLC, and such net proceeds will be
disbursed and otherwise treated by the Debtors in accordance with
the Final DIP Order.
The Debtors further ask that filing of a copy of an order granting
the relief sought in Garfield County, Colorado may be relied upon
by the Title Insurer to issue title insurance policies on the
Property. They further ask authority to pay the Broker Fee in an
amount not to exceed 3% of gross Sale proceeds to the Broker out of
such proceeds.
Any delay in permitting the Debtors to close the Sale could
jeopardize the Sale with the Purchaser and therefore would be
detrimental to the Debtors, their creditors, and their estates.
Accordingly, and to successfully implement the foregoing, the
Debtors ask a waiver of the notice requirements under Bankruptcy
Rule 6004(a) and the 14-day stay of any order authorizing the use,
sale, or lease of property under Bankruptcy Rule 6004(h).
A copy of the Agreements attached to the Motion is available for
free at:
http://bankrupt.com/misc/Woodbridge_Group_2001_Sales.pdf
A hearing on the Motion is set for July 10, 2018 at 11:00 a.m.
(ET). The objection deadline is July 3, 2018 at 4:00 p.m. (ET).
About Woodbridge Group
Headquartered in Sherman Oaks, California, The Woodbridge Group
Enterprise -- http://www.woodbridgecompanies.com/-- is a
comprehensive real estate finance and development company. Its
principal business is buying, improving, and selling high-end
luxury homes. The Woodbridge Group Enterprise also owns and
operates full-service real estate brokerages, a private investment
company, and real estate lending operations. The Woodbridge Group
Enterprise and its management team have been in the business of
providing a variety of financial products for more than 35 years,
and have been primarily focused on the luxury home business for the
past five years. Since its inception, the Woodbridge Group
Enterprise has completed more than $1 billion in financial
transactions. These transactions involve real estate, note buying
and selling, hard money lending, and alternative financial
transactions involving thousands of investors.
Woodbridge Group of Companies and certain of its affiliates filed
Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No.
17-12560) on Dec. 4, 2017. Woodbridge estimated assets and
liabilities at between $500 million and $1 billion. The Chapter 11
cases are being jointly administered.
Judge Kevin J. Carey presides over the case.
Samuel A. Newman, Esq., Oscar Garza, Esq., Daniel B. Denny, Esq.,
Jennifer L. Conn, Esq., Eric J. Wise, Esq., Matthew K. Kelsey,
Esq., and Matthew P. Porcelli, Esq., at Gibson, Dunn & Crutcher,
LLP, and Sean M. Beach, Esq., Edmon L. Morton, Esq., Ian J.
Bambrick, Esq., and Allison S. Mielke, Esq., at Young Conaway
Stargatt & Taylor, LLP, serve as the Debtors' bankruptcy counsel.
Homer Bonner Jacobs, PA, as special counsel, Province, Inc., as
expert consultant, Moelis & Company LLC, as investment banker.
The Debtors' financial advisors are Larry Perkins, John Farrace,
Robert Shenfeld, Reece Fulgham, Miles Staglik, and Lissa Weissman
at SierraConstellation Partners, LLC. Beilinson Advisory Group is
serving as independent management to the Debtors. Garden City
Group, LLC, is the Debtors' claims and noticing agent.
Pachulski Stang Ziehl & Jones is counsel to the Official Committee
of Unsecured Creditors; and FTI Consulting, Inc., serves as its
financial advisor.
An official committee of unsecured creditors was appointed in the
Chapter 11 cases on Dec. 14, 2017. On Jan. 23, 2018, the Court
approved a settlement providing for the formation of an ad hoc
noteholder group and an ad hoc unitholder group.
WOODBRIDGE GROUP: Selling Derbyshire's Carbondale Propty. for $995K
-------------------------------------------------------------------
Woodbridge Group of Companies, LLC, and its affiliated debtors ask
the U.S. Bankruptcy Court for the District of Delaware to authorize
their Contract to Buy and Sell Real Estate dated as of April 20,
2018 with Raymond Paul Koenig, in connection with the sale of
Derbyshire Investments, LLC's real property located at 26
Saddlehorn Court, Carbondale, Colorado, together with the Seller's
right, title, and interest in and to the buildings located thereon
and any other improvements and fixtures located thereon, and any
and all of the Seller's right, title, and interest in and to the
tangible personal property and equipment remaining on the real
property as of the date of the closing of the sale, for $995,000.
The Property consists of an approximately 5,540 square foot single
family home located in Carbondale, Colorado. The Seller purchased
the Property in March 2017 for a purchase price of $1,017,450. The
Purchaser made an offer under the Purchase Agreement to acquire the
Property on an "as is" basis. The Property has been formally
listed on the multiple-listing service for approximately 775 days,
and has been adjusted numerous times from $1,071,000 to $995,000.
The Property has received one offer in the past (before the
Purchaser's offer). That offer was for $800,000, to which the
Debtors verbally countered at $1 million and received no response.
The Purchaser's full price offer under the Purchase Agreement is
the highest and otherwise best offer the Debtors have received.
On April 20, 2018, the Purchaser made a full price $995,000 offer
on the Property, which the Debtors accepted. They believe that
this purchase price provides significant value. Under the Purchase
Agreement, the Purchaser agreed to purchase the Property for
$995,000, with a $49,750 initial cash deposit, a $180,250 cash down
payment due at closing, and the balance of $765,000 to be financed
by a loan. The deposit is being held by Commonwealth Title Company
in Glenwood Springs as escrow agent.
In connection with marketing the Property, the Debtors worked with
Aspen Snowmass Sotheby's International Realty, a non-affiliated
third-party brokerage company. The Broker Agreement provides the
Seller's broker with the exclusive and irrevocable right to market
the Property for a fee in the amount of 5% of the contractual sale
price, and authorizes the Seller's broker to compensate a
cooperating purchaser's broker by contributing a share of the
Seller's Broker Fee in the amount of 2.5% of the purchase price to
the purchaser's agent. The Purchase Agreement is signed by Laura
Gee of Sotheby's as the Seller's agent and Samuel Augustine of
Compass as the Purchaser's agent.
In addition to the Broker Fees, the Seller must also satisfy
certain required costs associated with the sale and transfer of
title of the Property to comply with the Purchase Agreement. The
Other Closing Costs include, but are not limited to, recording
fees, title insurance policy costs, prorated property taxes, city
and county transfer taxes, and other items noted on the title
report for the Property. The Debtors also rely on outside vendors
for escrow and title services in connection with property sales.
In general, vendors are mutually agreed on by the applicable
Debtors and a purchaser prior to the acceptance of an offer.
Absent authority to pay Other Closing Costs, the Seller will be
unable to close the Sale and receive sale proceeds. If the Seller
is unable to make these payments, the Purchaser may be entitled to
rescind the Purchase Agreement or assert other remedies that could
lead to additional and unnecessary claims. Accordingly, the Debtors
seek the ability to pay Other Closing Costs in connection with the
Sale.
All proceeds of the Sale (net of the Broker Fees, Other Closing
Costs and amounts required to satisfy the Third Party Lien, if any)
will be paid to the Debtors into the general account of Debtor
Woodbridge Group of Companies, LLC, and such net proceeds will be
disbursed and otherwise treated by the Debtors in accordance with
the Final DIP Order.
The Property is subject to a lien for the benefit of Woodbridge
Mortgage Investment Fund 3A, LLC, which secures indebtedness of the
Seller to the Fund in connection with the purchase of the Property.
The Fund has consented to the Sale of the Property free and clear
of the Fund Lien.
The Debtors further request that filing of a copy of an order
granting the relief sought in Garfield County, Colorado may be
relied upon by the Title Insurer to issue title insurance policies
on the Property. They further ask authority to pay the Broker Fees
in an amount not to exceed an aggregate amount of 5% of gross sale
proceeds by (i) paying the Purchaser's Broker Fee in an amount not
to exceed 2.5% of the gross Sale proceeds out of such proceeds and
(ii) paying the Seller's Broker Fee in an amount not to exceed 2.5%
of the gross Sale proceeds out of such proceeds.
Any delay in permitting the Debtors to close the Sale could
jeopardize the Sale with the Purchaser and therefore would be
detrimental to the Debtors, their creditors, and their estates.
Accordingly, and to successfully implement the foregoing, the
Debtors ask a waiver of the notice requirements under Bankruptcy
Rule 6004(a) and the 14-day stay of any order authorizing the use,
sale, or lease of property under Bankruptcy Rule 6004(h).
A copy of the Agreements attached to the Motion is available for
free at:
http://bankrupt.com/misc/Woodbridge_Group_1996_Sales.pdf
A hearing on the Motion is set for July 10, 2018 at 11:00 a.m.
(ET). The objection deadline is July 3, 2018 at 4:00 p.m. (ET).
About Woodbridge Group
Headquartered in Sherman Oaks, California, The Woodbridge Group
Enterprise -- http://www.woodbridgecompanies.com/-- is a
comprehensive real estate finance and development company. Its
principal business is buying, improving, and selling high-end
luxury homes. The Woodbridge Group Enterprise also owns and
operates full-service real estate brokerages, a private investment
company, and real estate lending operations. The Woodbridge Group
Enterprise and its management team have been in the business of
providing a variety of financial products for more than 35 years,
and have been primarily focused on the luxury home business for the
past five years. Since its inception, the Woodbridge Group
Enterprise has completed more than $1 billion in financial
transactions. These transactions involve real estate, note buying
and selling, hard money lending, and alternative financial
transactions involving thousands of investors.
Woodbridge Group of Companies and certain of its affiliates filed
Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No.
17-12560) on Dec. 4, 2017. Woodbridge estimated assets and
liabilities at between $500 million and $1 billion. The Chapter 11
cases are being jointly administered.
Judge Kevin J. Carey presides over the case.
Samuel A. Newman, Esq., Oscar Garza, Esq., Daniel B. Denny, Esq.,
Jennifer L. Conn, Esq., Eric J. Wise, Esq., Matthew K. Kelsey,
Esq., and Matthew P. Porcelli, Esq., at Gibson, Dunn & Crutcher,
LLP, and Sean M. Beach, Esq., Edmon L. Morton, Esq., Ian J.
Bambrick, Esq., and Allison S. Mielke, Esq., at Young Conaway
Stargatt & Taylor, LLP, serve as the Debtors' bankruptcy counsel.
Homer Bonner Jacobs, PA, as special counsel, Province, Inc., as
expert consultant, Moelis & Company LLC, as investment banker.
The Debtors' financial advisors are Larry Perkins, John Farrace,
Robert Shenfeld, Reece Fulgham, Miles Staglik, and Lissa Weissman
at SierraConstellation Partners, LLC. Beilinson Advisory Group is
serving as independent management to the Debtors. Garden City
Group, LLC, is the Debtors' claims and noticing agent.
Pachulski Stang Ziehl & Jones is counsel to the Official Committee
of Unsecured Creditors; and FTI Consulting, Inc., serves as its
financial advisor.
An official committee of unsecured creditors was appointed in the
Chapter 11 cases on Dec. 14, 2017. On Jan. 23, 2018, the Court
approved a settlement providing for the formation of an ad hoc
noteholder group and an ad hoc unitholder group.
WOODBRIDGE GROUP: Selling Grand's Los Angeles Property for $44M
---------------------------------------------------------------
Woodbridge Group of Companies, LLC, and its affiliated debtors ask
the U.S. Bankruptcy Court for the District of Delaware to authorize
their Vacant Land Purchase Agreement and Joint Escrow Instructions
dated as of June 15, 2018, with Elite Investment Management Group,
LLC, in connection with the sale of Grand Midway Investments, LLC's
real property located at 800 Stradella Road, Los Angeles,
California, together with the Seller's right, title, and interest
in and to the buildings located thereon and any other improvements
and fixtures located thereon, and any and all of the Seller's
right, title, and interest in and to the tangible personal property
and equipment remaining on the real property as of the date of the
closing of the sale, for $44 million.
The Property consists of an approximately 1.89 acre vacant lot.
The Seller purchased the Property as a vacant lot in January 2017
for approximately $36 million. The Debtors began developing the
Property by grading the Land, constructing a retaining wall, and
preparing building plans, which projects were completed in 2018.
Id. Having completed this initial phase of development, the Debtors
have determined that selling the Property now on an "as is" basis
best maximizes the value of the Property. The Property is not
currently listed on the multiple listings service, but the Property
was previously listed for approximately six months and the
brokerage community in the high-end neighborhood in which the
Property is situated has kept apprised of the development of the
Property in anticipation of its sale, and the Property has also
received coverage in the media.
The Property has received two offers in the past (in addition to
the Purchaser's offers) in the amounts of $40.5 million and $41
million. After multiple rounds of negotiation, the Purchaser made
an all cash offer that the Debtors believe is the highest and
otherwise best offer for the Property.
The Purchaser made an initial offer for the Property on Feb. 12,
2018 in the amount of $39 million, and the Seller responded with a
counteroffer in the amount of $42.75 million. On Feb. 14, 2018,
the Purchaser made a second offer in the amount of $40.5 million,
which the Seller rejected. On April 12, 2018 and again on May 22,
2018, the Purchaser made an offer in the amount of $44 million
which the Seller verbally countered at $45 million, however, the
Purchaser declined to increase its offer to that amount. Finally,
on June 15, 2018, the Purchaser signed the Purchase Agreement with
an all cash offer in the amount of $44 million.
The Debtors believe that this purchase price provides significant
value and, accordingly, countersigned the final Purchase Agreement
on June 15, 2018. Under the Purchase Agreement, the Purchaser
agreed to purchase the Property for $44 million, with a $1,320,000
initial cash deposit and the balance of $42,680,000 to be paid in
cash as a single down payment, with no financing contingencies.
The deposit is expected to be held by A&A Escrow Services, Inc. as
escrow agent.
In connection with the Sale of the Property, the Debtors and the
Purchaser both worked with the Tomer Fridman of Compass California,
Inc. The Broker Agreement and the Purchase Agreement provide the
irrevocable right to fees for the Broker in the amount of 3% of the
contractual sale price, which is $1,320,000 in the aggregate. No
broker fees are payable in connection with the Sale other than the
Broker Fee.
In addition to the Broker Fees, the Seller must also satisfy
certain required costs associated with the sale and transfer of
title of the Property to comply with the Purchase Agreement. The
Other Closing Costs include, but are not limited to, recording
fees, title insurance policy costs, prorated property taxes, city
and county transfer taxes, and other items noted on the title
report for the Property. The Debtors also rely on outside vendors
for escrow and title services in connection with property sales.
In general, vendors are mutually agreed on by the applicable
Debtors and a purchaser prior to the acceptance of an offer.
All proceeds of the Sale (net of the Broker Fees, Other Closing
Costs and amounts required to satisfy the Third Party Lien, if any)
will be paid to the Debtors into the general account of Debtor
Woodbridge Group of Companies, LLC, and such net proceeds will be
disbursed and otherwise treated by the Debtors in accordance with
the Final DIP Order.
The Debtors further ask that filing of a copy of an order granting
the relief sought in Los Angeles County, California may be relied
upon by Fidelity National Title Co. to issue title insurance
policies on the Property. They ask authority to pay the Broker Fee
in an amount not exceed 3% of gross Sale proceeds to the Broker out
of such proceeds.
Any delay in permitting the Debtors to close the Sale could
jeopardize the Sale with the Purchaser and therefore would be
detrimental to the Debtors, their creditors, and their estates.
Accordingly, and to successfully implement the foregoing, the
Debtors ask a waiver of the notice requirements under Bankruptcy
Rule 6004(a) and the 14-day stay of any order authorizing the use,
sale, or lease of property under Bankruptcy Rule 6004(h).
A copy of the Agreements attached to the Motion is available for
free at:
http://bankrupt.com/misc/Woodbridge_Group_2010_Sales.pdf
A hearing on the Motion is set for July 10, 2018 at 11:00 a.m.
(ET). The objection deadline is July 3, 2018 at 4:00 p.m. (ET).
About Woodbridge Group
Headquartered in Sherman Oaks, California, The Woodbridge Group
Enterprise -- http://www.woodbridgecompanies.com/-- is a
comprehensive real estate finance and development company. Its
principal business is buying, improving, and selling high-end
luxury homes. The Woodbridge Group Enterprise also owns and
operates full-service real estate brokerages, a private investment
company, and real estate lending operations. The Woodbridge Group
Enterprise and its management team have been in the business of
providing a variety of financial products for more than 35 years,
and have been primarily focused on the luxury home business for the
past five years. Since its inception, the Woodbridge Group
Enterprise has completed more than $1 billion in financial
transactions. These transactions involve real estate, note buying
and selling, hard money lending, and alternative financial
transactions involving thousands of investors.
Woodbridge Group of Companies and certain of its affiliates filed
Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No.
17-12560) on Dec. 4, 2017. Woodbridge estimated assets and
liabilities at between $500 million and $1 billion. The Chapter 11
cases are being jointly administered.
Judge Kevin J. Carey presides over the case.
Samuel A. Newman, Esq., Oscar Garza, Esq., Daniel B. Denny, Esq.,
Jennifer L. Conn, Esq., Eric J. Wise, Esq., Matthew K. Kelsey,
Esq., and Matthew P. Porcelli, Esq., at Gibson, Dunn & Crutcher,
LLP, and Sean M. Beach, Esq., Edmon L. Morton, Esq., Ian J.
Bambrick, Esq., and Allison S. Mielke, Esq., at Young Conaway
Stargatt & Taylor, LLP, serve as the Debtors' bankruptcy counsel.
Homer Bonner Jacobs, PA, as special counsel, Province, Inc., as
expert consultant, Moelis & Company LLC, as investment banker.
The Debtors' financial advisors are Larry Perkins, John Farrace,
Robert Shenfeld, Reece Fulgham, Miles Staglik, and Lissa Weissman
at SierraConstellation Partners, LLC. Beilinson Advisory Group is
serving as independent management to the Debtors. Garden City
Group, LLC, is the Debtors' claims and noticing agent.
Pachulski Stang Ziehl & Jones is counsel to the Official Committee
of Unsecured Creditors; and FTI Consulting, Inc., serves as its
financial advisor.
An official committee of unsecured creditors was appointed in the
Chapter 11 cases on Dec. 14, 2017. On Jan. 23, 2018, the Court
approved a settlement providing for the formation of an ad hoc
noteholder group and an ad hoc unitholder group.
WOODBRIDGE GROUP: Selling Hawthorn's Panorama Property for $2.2M
----------------------------------------------------------------
Woodbridge Group of Companies, LLC, and its affiliated debtors ask
the U.S. Bankruptcy Court for the District of Delaware to authorize
their Contract to Buy and Sell Real Estate dated as of May 18,
2018, with Sunrise West, LLC, in connection with the sale of
Hawthorn Investments, LLC's real property located at 14112 Roscoe
Blvd., Panorama City, California, together with the Seller's right,
title, and interest in and to the buildings located thereon and any
other improvements and fixtures located thereon, and any and all of
the Seller's right, title, and interest in and to the tangible
personal property and equipment remaining on the real property as
of the date of the closing of the sale, for $2.19 million.
The Property consists of 12-unit residential apartment building
situated on an approximately 9,900 square foot lot in Panorama
City, California. The Seller purchased the Property in August 2016
for a purchase price of $2,080,000. The Purchaser made an offer
under the Purchase Agreement to acquire the Property on an "as is"
basis. The Property has been formally listed on the
multiple-listing service for approximately 168 days, and the sales
price was adjusted once from $2,399,000 to $2,290,000.
The Property has received three offers in the past (before the
Purchaser's offer). The first offer was for $2.1 million and the
second offer was for $2 million. The Debtors countered both offers
at $2.25 million and received no response. The third offer was for
$2.15 million, which the Debtors countered at $2.25 million and
received no response. The Purchaser's offer under the Purchase
Agreement is the highest and otherwise best offer the Debtors have
received.
On April 27, 2018, the Purchaser made a $2.18 million offer on the
Property. The Debtors proposed a counter offer at $2.2 million,
and the Purchaser and the Debtors ultimately agreed to a purchase
price of $2.19 million. The Debtors believe that this purchase
price provides significant value. Under the Purchase Agreement,
the Purchaser agreed to purchase the Property for $2.19 million0,
with a $65,400 initial cash deposit. The deposit is being held by
A&A Escrow Services, Inc. as escrow agent.
In connection with marketing the Property, the Debtors worked with
Catherine O'Brien of Marcus & Millichap, a non-affiliated
third-party brokerage company. The Broker Agreement provides the
Seller's broker with the exclusive and irrevocable right to market
the Property for a fee in the amount of 5% of the contractual sale
price and authorizes the Seller's broker to compensate a
cooperating purchaser's broker by contributing a share of such fee
to the purchaser's agent. The Purchaser worked with Brett Howard
of Howard Realty Group, Inc. as the Purchaser's agent.
The Purchase Agreement specifies that the fee to the Seller's
Broker will be in the amount of $54,500 (which is approximately
2.5% of the contractual sale price), and the fee to the Purchaser's
Broker will be in the amount of $54,500 (which is approximately
2.5% of the contractual sale price).
In addition to the Broker Fees, the Seller must also satisfy
certain required costs associated with the sale and transfer of
title of the Property to comply with the Purchase Agreement. The
Other Closing Costs include, but are not limited to, recording
fees, title insurance policy costs, prorated property taxes, city
and county transfer taxes, and other items noted on the title
report for the Property. The Debtors also rely on outside vendors
for escrow and title services in connection with property sales.
In general, vendors are mutually agreed on by the applicable
Debtors and a purchaser prior to the acceptance of an offer.
All proceeds of the Sale (net of the Broker Fees, Other Closing
Costs and amounts required to satisfy the Third Party Lien, if any)
will be paid to the Debtors into the general account of Debtor
Woodbridge Group of Companies, LLC, and such net proceeds will be
disbursed and otherwise treated by the Debtors in accordance with
the Final DIP Order.
The Property is subject to a lien for the benefit of Woodbridge
Mortgage Investment Fund 3A, LLC, which secures indebtedness of the
Seller to the Fund in connection with the purchase of the Property.
The Fund has consented to the Sale of the Property free and clear
of the Fund Lien.
The Debtors ask that filing of a copy of an order granting the
relief sought in Los Angeles County, California may be relied upon
by Fidelity National Title Insurance Co. to issue title insurance
policies on the Property. They further ask authority to pay the
Broker Fees in an amount not to exceed an aggregate amount of 5% of
gross sale proceeds by (i) paying the Purchaser's Broker Fee in an
amount not to exceed 2.5% of the gross Sale proceeds out of such
proceeds and (ii) paying the Seller's Broker Fee in an amount not
to exceed 2.5% of the gross Sale proceeds out of such proceeds.
Any delay in permitting the Debtors to close the Sale could
jeopardize the Sale with the Purchaser and therefore would be
detrimental to the Debtors, their creditors, and their estates.
Accordingly, and to successfully implement the foregoing, the
Debtors ask a waiver of the notice requirements under Bankruptcy
Rule 6004(a) and the 14-day stay of any order authorizing the use,
sale, or lease of property under Bankruptcy Rule 6004(h).
A copy of the Agreements attached to the Motion is available for
free at:
http://bankrupt.com/misc/Woodbridge_Group_2012_Sales.pdf
A hearing on the Motion is set for July 10, 2018 at 11:00 a.m.
(ET). The objection deadline is July 3, 2018 at 4:00 p.m. (ET).
About Woodbridge Group
Headquartered in Sherman Oaks, California, The Woodbridge Group
Enterprise -- http://www.woodbridgecompanies.com/-- is a
comprehensive real estate finance and development company. Its
principal business is buying, improving, and selling high-end
luxury homes. The Woodbridge Group Enterprise also owns and
operates full-service real estate brokerages, a private investment
company, and real estate lending operations. The Woodbridge Group
Enterprise and its management team have been in the business of
providing a variety of financial products for more than 35 years,
and have been primarily focused on the luxury home business for the
past five years. Since its inception, the Woodbridge Group
Enterprise has completed more than $1 billion in financial
transactions. These transactions involve real estate, note buying
and selling, hard money lending, and alternative financial
transactions involving thousands of investors.
Woodbridge Group of Companies and certain of its affiliates filed
Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No.
17-12560) on Dec. 4, 2017. Woodbridge estimated assets and
liabilities at between $500 million and $1 billion. The Chapter 11
cases are being jointly administered.
Judge Kevin J. Carey presides over the case.
Samuel A. Newman, Esq., Oscar Garza, Esq., Daniel B. Denny, Esq.,
Jennifer L. Conn, Esq., Eric J. Wise, Esq., Matthew K. Kelsey,
Esq., and Matthew P. Porcelli, Esq., at Gibson, Dunn & Crutcher,
LLP, and Sean M. Beach, Esq., Edmon L. Morton, Esq., Ian J.
Bambrick, Esq., and Allison S. Mielke, Esq., at Young Conaway
Stargatt & Taylor, LLP, serve as the Debtors' bankruptcy counsel.
Homer Bonner Jacobs, PA, as special counsel, Province, Inc., as
expert consultant, Moelis & Company LLC, as investment banker.
The Debtors' financial advisors are Larry Perkins, John Farrace,
Robert Shenfeld, Reece Fulgham, Miles Staglik, and Lissa Weissman
at SierraConstellation Partners, LLC. Beilinson Advisory Group is
serving as independent management to the Debtors. Garden City
Group, LLC, is the Debtors' claims and noticing agent.
Pachulski Stang Ziehl & Jones is counsel to the Official Committee
of Unsecured Creditors; and FTI Consulting, Inc., serves as its
financial advisor.
An official committee of unsecured creditors was appointed in the
Chapter 11 cases on Dec. 14, 2017. On Jan. 23, 2018, the Court
approved a settlement providing for the formation of an ad hoc
noteholder group and an ad hoc unitholder group.
WOODBRIDGE GROUP: Selling Pinney's Encino Property for $3.1M
------------------------------------------------------------
Woodbridge Group of Companies, LLC, and its affiliated debtors ask
the U.S. Bankruptcy Court for the District of Delaware to authorize
their California Residential Purchase Agreement and Joint Escrow
Instructions, dated as of May 26, 2018, with Blake Polisky, in
connection with the sale of Pinney Investments, LLC's real property
located at 15655 Woodvale Road, Encino, California, together with
the Seller's right, title, and interest in and to the buildings
located thereon and any other improvements and fixtures located
thereon, and any and all of the Seller's right, title, and interest
in and to the tangible personal property and equipment remaining on
the real property as of the date of the closing of the sale, for
$3,125,000.
The Property consists of an approximately 4,975 square foot single
family home in Encino, California. The Seller purchased the
Property in June 2015 for a purchase price of $1.8 million with the
intention of remodeling the Property for resale, and, in fact,
completed a remodel of the single family home. The Purchaser made
an all cash, best and final offer under the Purchase Agreement to
acquire the Property on an "as is" basis. The Property has been
marketed and formally listed on the multiple-listing service for
approximately 45 days. The Purchaser's offer under the Purchase
Agreement is the highest and otherwise best offer the Debtors have
received.
On May 26, 2018, the Purchaser made a $3,050,000 offer on the
Property. The Debtors proposed a counter offer at $3,185,000, and,
on May 29, 2018, the Purchaser submitted a best and final offer at
$3,125,000, which the Debtors accepted. They believe that this
purchase price provides significant value. Under the Purchase
Agreement, the Purchaser agreed to purchase the Property for
$3,125,000, with a $93,750 initial cash deposit, and the balance of
$3,031,250 to be paid as a single cash down payment at closing.
The deposit is being held by A&A Escrow Services, Inc. as escrow
agent.
In connection with marketing the Property, the Debtors worked with
Douglas Elliman, a non-affiliated third-party brokerage company.
The Broker Agreement provides the Seller's broker with the
exclusive and irrevocable right to market the Property for a fee in
the amount of 5% of the contractual sale price, and authorizes the
Seller's broker to compensate a cooperating purchaser's broker by
contributing a share of the Seller's Broker Fee in the amount of
2.5% of the purchase price to the purchaser's agent. The Purchase
Agreement is signed by Max Hutchison of Douglas Elliman as the
Seller's agent and Jordana Leigh of Rodeo Realty as the Purchaser's
agent.
In addition to the Broker Fees, the Seller must also satisfy
certain required costs associated with the sale and transfer of
title of the Property to comply with the Purchase Agreement. The
Other Closing Costs include, but are not limited to, recording
fees, title insurance policy costs, prorated property taxes, city
and county transfer taxes, and other items noted on the title
report for the Property. The Debtors also rely on outside vendors
for escrow and title services in connection with property sales.
In general, vendors are mutually agreed on by the applicable
Debtors and a purchaser prior to the acceptance of an offer.
Absent authority to pay Other Closing Costs, the Seller will be
unable to close the Sale and receive sale proceeds. If the Seller
is unable to make these payments, the Purchasers may be entitled to
rescind the Purchase Agreement or assert other remedies that could
lead to additional and unnecessary claims. Accordingly, the
Debtors ask the ability to pay Other Closing Costs in connection
with the Sale.
All proceeds of the Sale (net of the Broker Fees, Other Closing
Costs and amounts required to satisfy the Third Party Lien, if any)
will be paid to the Debtors into the general account of Debtor
Woodbridge Group of Companies, LLC, and such net proceeds will be
disbursed and otherwise treated by the Debtors in accordance with
the Final DIP Order.
The Property is subject to a lien for the benefit of Woodbridge
Mortgage Investment Fund 3, LLC, which secures indebtedness of the
Seller to the Fund in connection with the purchase of the Property.
The Fund has consented to the Sale of the Property free and clear
of the Fund Lien.
The Debtors further request authority to pay the Broker Fees in an
amount not to exceed an aggregate amount of 5% of gross sale
proceeds by (i) paying the Purchaser's Broker Fee in an amount not
to exceed 2.5% of the gross Sale proceeds out of such proceeds and
(ii) paying the Seller's Broker Fee in an amount not to exceed 2.5%
of the gross Sale proceeds out of such proceeds.
Any delay in permitting the Debtors to close the Sale could
jeopardize the Sale with the Purchaser and therefore would be
detrimental to the Debtors, their creditors, and their estates.
Accordingly, and to successfully implement the foregoing, the
Debtors ask a waiver of the notice requirements under Bankruptcy
Rule 6004(a) and the 14-day stay of any order authorizing the use,
sale, or lease of property under Bankruptcy Rule 6004(h).
A copy of the Agreements attached to the Motion is available for
free at:
http://bankrupt.com/misc/Woodbridge_Group_2008_Sales.pdf
A hearing on the Motion is set for July 10, 2018 at 11:00 a.m.
(ET). The objection deadline is July 3, 2018 at 4:00 p.m. (ET).
About Woodbridge Group
Headquartered in Sherman Oaks, California, The Woodbridge Group
Enterprise -- http://www.woodbridgecompanies.com/-- is a
comprehensive real estate finance and development company. Its
principal business is buying, improving, and selling high-end
luxury homes. The Woodbridge Group Enterprise also owns and
operates full-service real estate brokerages, a private investment
company, and real estate lending operations. The Woodbridge Group
Enterprise and its management team have been in the business of
providing a variety of financial products for more than 35 years,
and have been primarily focused on the luxury home business for the
past five years. Since its inception, the Woodbridge Group
Enterprise has completed more than $1 billion in financial
transactions. These transactions involve real estate, note buying
and selling, hard money lending, and alternative financial
transactions involving thousands of investors.
Woodbridge Group of Companies and certain of its affiliates filed
Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No.
17-12560) on Dec. 4, 2017. Woodbridge estimated assets and
liabilities at between $500 million and $1 billion. The Chapter 11
cases are being jointly administered.
Judge Kevin J. Carey presides over the case.
Samuel A. Newman, Esq., Oscar Garza, Esq., Daniel B. Denny, Esq.,
Jennifer L. Conn, Esq., Eric J. Wise, Esq., Matthew K. Kelsey,
Esq., and Matthew P. Porcelli, Esq., at Gibson, Dunn & Crutcher,
LLP, and Sean M. Beach, Esq., Edmon L. Morton, Esq., Ian J.
Bambrick, Esq., and Allison S. Mielke, Esq., at Young Conaway
Stargatt & Taylor, LLP, serve as the Debtors' bankruptcy counsel.
Homer Bonner Jacobs, PA, as special counsel, Province, Inc., as
expert consultant, Moelis & Company LLC, as investment banker.
The Debtors' financial advisors are Larry Perkins, John Farrace,
Robert Shenfeld, Reece Fulgham, Miles Staglik, and Lissa Weissman
at SierraConstellation Partners, LLC. Beilinson Advisory Group is
serving as independent management to the Debtors. Garden City
Group, LLC, is the Debtors' claims and noticing agent.
Pachulski Stang Ziehl & Jones is counsel to the Official Committee
of Unsecured Creditors; and FTI Consulting, Inc., serves as its
financial advisor.
An official committee of unsecured creditors was appointed in the
Chapter 11 cases on Dec. 14, 2017. On Jan. 23, 2018, the Court
approved a settlement providing for the formation of an ad hoc
noteholder group and an ad hoc unitholder group.
WOODBRIDGE GROUP: Selling Wildernest's Carbondale Propty. for $950K
-------------------------------------------------------------------
Woodbridge Group of Companies, LLC, and its affiliated debtors ask
the U.S. Bankruptcy Court for the District of Delaware to authorize
their Contract to Buy and Sell Real Estate dated as of March 29,
2018 with Timothy Kruse and Tracy Forristall, in connection with
the sale of Wildernest Investments, LLC's real property located at
180 A Seeburg Circle, Carbondale, Colorado, together with the
Seller's right, title, and interest in and to the buildings located
thereon and any other improvements and fixtures located thereon,
and any and all of the Seller's right, title, and interest in and
to the tangible personal property and equipment remaining on the
real property as of the date of the closing of the sale, for
$950,000.
The Property consists of an approximately 5,033 square foot
residential duplex in Carbondale, Colorado. The Seller purchased
the Property in January 2015 for a purchase price of $100,000 with
the intention of developing the Property for resale, and, in fact,
completed construction of two single family residential duplexes.
The Purchasers made a best and final offer under the Purchase
Agreement to acquire the Property on an "as is" basis.
The Property has been formally listed on the multiple-listing
service for approximately 607 days, and the sales price was
adjusted once from $1,100,000 to $995,000. The Property has
received one offer in the past (before the Purchasers' offer).
That offer was for $990,000, however, $185,000 of that amount was
offered to be paid in kind via a contribution of a lot owned by the
bidder, located in the River Valley Ranch community. The Debtors
countered that offer at $1.1 million without contribution of the
lot and received no response. The Purchasers' offer under the
Purchase Agreement is the highest and otherwise best offer the
Debtors have received.
On Feb. 10, 2018, the Purchaser made a $910,000 offer on the
Property. The Debtors proposed a counter offer at $975,000, and, on
March 29, 2018, the Purchaser submitted a best and final offer at
$950,000, which the Debtors accepted. They believe that this
purchase price provides significant value. Under the Purchase
Agreement, the Purchaser agreed to purchase the Property for
$950,000, with a $47,500 initial cash deposit, an $83,500 cash down
payment due at closing, and the balance of $819,000 to be financed
by a loan. The deposit is being held by Commonwealth Title Company
in Glenwood Springs as escrow agent.
In connection with marketing the Property, the Debtors worked with
Aspen Snowmass Sotheby's International Realty, a non-affiliated
third-party brokerage company. The Broker Agreement provides the
Seller's broker with the exclusive and irrevocable right to market
the Property for a fee in the amount of 5% of the contractual sale
price, and authorizes the Seller's broker to compensate a
cooperating purchaser's broker by contributing a share of the
Seller's Broker Fee in the amount of 2.5% of the purchase price to
the purchaser's agent. The Purchase Agreement is signed by Laura
Gee of Sotheby's as the Seller's agent and Frances Hogan and Sue
Hess of Sotheby's as the Purchaser's agent.
In addition to the Broker Fees, the Seller must also satisfy
certain required costs associated with the sale and transfer of
title of the Property to comply with the Purchase Agreement. The
Other Closing Costs include, but are not limited to, recording
fees, title insurance policy costs, prorated property taxes, city
and county transfer taxes, and other items noted on the title
report for the Property. The Debtors also rely on outside vendors
for escrow and title services in connection with property sales.
In general, vendors are mutually agreed on by the applicable
Debtors and a purchaser prior to the acceptance of an offer.
Absent authority to pay Other Closing Costs, the Seller will be
unable to close the Sale and receive sale proceeds. If the Seller
is unable to make these payments, the Purchasers may be entitled to
rescind the Purchase Agreement or assert other remedies that could
lead to additional and unnecessary claims. Accordingly, the
Debtors seek the ability to pay Other Closing Costs in connection
with the Sale.
All proceeds of the Sale (net of the Broker Fees, Other Closing
Costs and amounts required to satisfy the Third Party Lien, if any)
will be paid to the Debtors into the general account of Debtor
Woodbridge Group of Companies, LLC, and such net proceeds will be
disbursed and otherwise treated by the Debtors in accordance with
the Final DIP Order.
The Property is subject to a lien for the benefit of Woodbridge
Mortgage Investment Fund 3A, LLC, which secures indebtedness of the
Seller to the Fund in connection with the purchase of the Property.
The Fund has consented to the Sale of the Property free and clear
of the Fund Lien.
The Debtors further request that filing of a copy of an order
granting the relief sought in Garfield County, Colorado may be
relied upon by the Title Insurer to issue title insurance policies
on the Property. They further ask authority to pay the Broker Fees
in an amount not to exceed an aggregate amount of 5% of gross sale
proceeds by (i) paying the Purchasers' Broker Fee in an amount not
to exceed 2.5% of the gross Sale proceeds out of such proceeds and
(ii) paying the Seller's Broker Fee in an amount not to exceed 2.5%
of the gross Sale proceeds out of such proceeds.
Any delay in permitting the Debtors to close the Sale could
jeopardize the Sale with the Purchaser and therefore would be
detrimental to the Debtors, their creditors, and their estates.
Accordingly, and to successfully implement the foregoing, the
Debtors ask a waiver of the notice requirements under Bankruptcy
Rule 6004(a) and the 14-day stay of any order authorizing the use,
sale, or lease of property under Bankruptcy Rule 6004(h).
A copy of the Agreements attached to the Motion is available for
free at:
http://bankrupt.com/misc/Woodbridge_Group_1998_Sales.pdf
A hearing on the Motion is set for July 10, 2018 at 11:00 a.m.
(ET). The objection deadline is July 3, 2018 at 4:00 p.m. (ET).
About Woodbridge Group
Headquartered in Sherman Oaks, California, The Woodbridge Group
Enterprise -- http://www.woodbridgecompanies.com/-- is a
comprehensive real estate finance and development company. Its
principal business is buying, improving, and selling high-end
luxury homes. The Woodbridge Group Enterprise also owns and
operates full-service real estate brokerages, a private investment
company, and real estate lending operations. The Woodbridge Group
Enterprise and its management team have been in the business of
providing a variety of financial products for more than 35 years,
and have been primarily focused on the luxury home business for the
past five years. Since its inception, the Woodbridge Group
Enterprise has completed more than $1 billion in financial
transactions. These transactions involve real estate, note buying
and selling, hard money lending, and alternative financial
transactions involving thousands of investors.
Woodbridge Group of Companies and certain of its affiliates filed
Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No.
17-12560) on Dec. 4, 2017. Woodbridge estimated assets and
liabilities at between $500 million and $1 billion. The Chapter 11
cases are being jointly administered.
Judge Kevin J. Carey presides over the case.
Samuel A. Newman, Esq., Oscar Garza, Esq., Daniel B. Denny, Esq.,
Jennifer L. Conn, Esq., Eric J. Wise, Esq., Matthew K. Kelsey,
Esq., and Matthew P. Porcelli, Esq., at Gibson, Dunn & Crutcher,
LLP, and Sean M. Beach, Esq., Edmon L. Morton, Esq., Ian J.
Bambrick, Esq., and Allison S. Mielke, Esq., at Young Conaway
Stargatt & Taylor, LLP, serve as the Debtors' bankruptcy counsel.
Homer Bonner Jacobs, PA, as special counsel, Province, Inc., as
expert consultant, Moelis & Company LLC, as investment banker.
The Debtors' financial advisors are Larry Perkins, John Farrace,
Robert Shenfeld, Reece Fulgham, Miles Staglik, and Lissa Weissman
at SierraConstellation Partners, LLC. Beilinson Advisory Group is
serving as independent management to the Debtors. Garden City
Group, LLC, is the Debtors' claims and noticing agent.
Pachulski Stang Ziehl & Jones is counsel to the Official Committee
of Unsecured Creditors; and FTI Consulting, Inc., serves as its
financial advisor.
An official committee of unsecured creditors was appointed in the
Chapter 11 cases on Dec. 14, 2017. On Jan. 23, 2018, the Court
approved a settlement providing for the formation of an ad hoc
noteholder group and an ad hoc unitholder group.
[^] BOND PRICING: For the Week from July 23 to 27, 2018
-------------------------------------------------------
Company Ticker Coupon Bid Price Maturity
------- ------ ------ --------- --------
Aegerion
Pharmaceuticals Inc AEGR 2.000 72.250 8/15/2019
Alpha Appalachia
Holdings LLC ANR 3.250 2.048 8/1/2015
American Tire
Distributors Inc ATD 10.250 35.764 3/1/2022
American Tire
Distributors Inc ATD 10.250 35.712 3/1/2022
Appvion Inc APPPAP 9.000 1.500 6/1/2020
Appvion Inc APPPAP 9.000 1.500 6/1/2020
Avaya Inc AVYA 7.000 78.720 4/1/2019
Avaya Inc AVYA 10.500 4.293 3/1/2021
Avaya Inc AVYA 9.000 78.142 4/1/2019
BPZ Resources Inc BPZR 6.500 3.017 3/1/2049
BPZ Resources Inc BPZR 6.500 3.017 3/1/2015
Bon-Ton Department
Stores Inc/The BONT 8.000 17.250 6/15/2021
Cenveo Corp CVO 6.000 36.875 8/1/2019
Cenveo Corp CVO 8.500 1.500 9/15/2022
Cenveo Corp CVO 6.000 1.040 5/15/2024
Cenveo Corp CVO 8.500 1.125 9/15/2022
Cenveo Corp CVO 6.000 37.250 8/1/2019
Chukchansi Economic
Development Authority CHUKCH 9.750 67.000 5/30/2020
Chukchansi Economic
Development Authority CHUKCH 10.250 67.000 5/30/2020
Claire's Stores Inc CLE 9.000 64.000 3/15/2019
Claire's Stores Inc CLE 7.750 8.217 6/1/2020
Claire's Stores Inc CLE 9.000 62.000 3/15/2019
Claire's Stores Inc CLE 7.750 8.217 6/1/2020
Claire's Stores Inc CLE 9.000 63.733 3/15/2019
Community Choice
Financial Inc CCFI 10.750 81.904 5/1/2019
DBP Holding Corp DBPHLD 7.750 45.500 10/15/2020
DBP Holding Corp DBPHLD 7.750 45.499 10/15/2020
EXCO Resources Inc XCOO 8.500 17.000 4/15/2022
Egalet Corp EGLT 5.500 35.883 4/1/2020
Emergent Capital Inc EMGC 8.500 74.463 2/15/2019
Energy Conversion
Devices Inc ENER 3.000 7.875 6/15/2013
Energy Future Intermediate
Holding Co LLC /
EFIH Finance Inc TXU 9.750 37.375 10/15/2019
Energy Future Intermediate
Holding Co LLC /
EFIH Finance Inc TXU 11.250 37.368 12/1/2018
Federal Farm Credit Banks FFCB 0.875 99.403 7/30/2018
Federal Farm Credit Banks FFCB 1.000 99.402 8/1/2018
Federal Home Loan Banks FHLB 2.000 94.000 11/10/2026
Federal Home Loan Banks FHLB 1.185 99.404 7/30/2018
Federal Home Loan Banks FHLB 1.195 99.397 8/1/2018
Federal Home Loan
Mortgage Corp FHLMC 0.800 99.402 8/1/2018
Fleetwood Enterprises Inc FLTW 14.000 3.557 12/15/2011
GenOn Energy Inc GENONE 9.500 61.250 10/15/2018
GenOn Energy Inc GENONE 9.500 62.005 10/15/2018
GenOn Energy Inc GENONE 9.500 62.005 10/15/2018
Homer City Generation LP HOMCTY 8.137 38.750 10/1/2019
Illinois Power
Generating Co DYN 6.300 33.375 4/1/2020
Las Vegas Monorail Co LASVMC 5.500 4.037 7/15/2019
Lehman Brothers
Holdings Inc LEH 1.600 3.326 11/5/2011
Lehman Brothers
Holdings Inc LEH 4.000 3.326 4/30/2009
Lehman Brothers
Holdings Inc LEH 5.000 3.326 2/7/2009
Lehman Brothers
Holdings Inc LEH 2.000 3.326 3/3/2009
Lehman Brothers
Holdings Inc LEH 2.070 3.326 6/15/2009
Lehman Brothers
Holdings Inc LEH 1.383 3.326 6/15/2009
Lehman Brothers
Holdings Inc LEH 1.500 3.326 3/29/2013
Lehman Brothers Inc LEH 7.500 1.226 8/1/2026
MModal Inc MODL 10.750 6.125 8/15/2020
Mashantucket Western
Pequot Tribe MASHTU 7.350 18.250 7/1/2026
Midstates Petroleum
Co Inc / Midstates
Petroleum Co LLC MPO 10.750 0.863 10/1/2020
Nine West Holdings Inc JNY 8.250 26.750 3/15/2019
Nine West Holdings Inc JNY 6.875 25.750 3/15/2019
Nine West Holdings Inc JNY 8.250 17.750 3/15/2019
OMX Timber Finance
Investments II LLC OMX 5.540 5.014 1/29/2020
Orexigen Therapeutics Inc OREXQ 2.750 5.125 12/1/2020
Orexigen Therapeutics Inc OREXQ 2.750 5.125 12/1/2020
PaperWorks Industries Inc PAPWRK 9.500 50.625 8/15/2019
PaperWorks Industries Inc PAPWRK 9.500 50.625 8/15/2019
Pernix Therapeutics
Holdings Inc PTX 4.250 43.419 4/1/2021
Pernix Therapeutics
Holdings Inc PTX 4.250 43.419 4/1/2021
PetroQuest Energy Inc PQUE 10.000 46.500 2/15/2021
Pitney Bowes Inc PBI 6.250 101.991 3/15/2019
Powerwave
Technologies Inc PWAV 2.750 0.133 7/15/2041
Powerwave Technologies Inc PWAV 1.875 0.133 11/15/2024
Powerwave Technologies Inc PWAV 1.875 0.133 11/15/2024
Prospect Holding Co LLC /
Prospect Holding
Finance Co PRSPCT 10.250 48.250 10/1/2018
Renco Metals Inc RENCO 11.500 27.000 7/1/2003
Rex Energy Corp REXX 8.000 11.750 10/1/2020
Rex Energy Corp REXX 8.875 1.750 12/1/2020
Rex Energy Corp REXX 6.250 1.503 8/1/2022
Rex Energy Corp REXX 8.000 11.759 10/1/2020
Rolta LLC RLTAIN 10.750 20.012 5/16/2018
Sears Holdings Corp SHLD 8.000 46.778 12/15/2019
Sempra Texas Holdings Corp TXU 5.550 10.893 11/15/2014
Sempra Texas Holdings Corp TXU 6.500 11.375 11/15/2024
SiTV LLC / SiTV
Finance Inc NUVOTV 10.375 57.727 7/1/2019
SiTV LLC / SiTV
Finance Inc NUVOTV 10.375 64.750 7/1/2019
TerraVia Holdings Inc TVIA 5.000 4.644 10/1/2019
TerraVia Holdings Inc TVIA 6.000 4.644 2/1/2018
Texas Competitive
Electric Holdings
Co LLC / TCEH
Finance Inc TXU 11.500 0.655 10/1/2020
Toys R Us - Delaware Inc TOY 8.750 5.855 9/1/2021
Transworld Systems Inc TSIACQ 9.500 26.000 8/15/2021
Transworld Systems Inc TSIACQ 9.500 26.000 8/15/2021
Walter Energy Inc WLTG 9.875 0.834 12/15/2020
Walter Energy Inc WLTG 8.500 0.834 4/15/2021
Walter Energy Inc WLTG 9.875 0.834 12/15/2020
Walter Energy Inc WLTG 9.875 0.834 12/15/2020
Westmoreland Coal Co WLBA 8.750 26.675 1/1/2022
Westmoreland Coal Co WLBA 8.750 26.675 1/1/2022
iHeartCommunications Inc IHRT 14.000 13.750 2/1/2021
iHeartCommunications Inc IHRT 14.000 13.470 2/1/2021
iHeartCommunications Inc IHRT 14.000 13.470 2/1/2021
*********
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
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*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors.
Copyright 2018. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
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re-mailing and photocopying) is strictly prohibited without prior
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*** End of Transmission ***