/raid1/www/Hosts/bankrupt/TCR_Public/180823.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Thursday, August 23, 2018, Vol. 22, No. 234
Headlines
27 FLINT GROUP: $689K Sale of Smith Property to Wildhorse Approved
550 SEABREEZE: $39M Sale of All Assets to MHF Properties Approved
ACME AMERICAN: Taps Maltz Auctions to Sell Vehicles
ADVANCED MICRO: Egan-Jones Hikes Senior Unsecured Rating to B
AEROGROUP INT'L: Taps Reid Collins as Special Litigation Counsel
ALL-STATE FIRE: Unsecured Creditors to Receive 100% in 5 Years
AMERICAN CRYOSTEM: Incurs $453.3K Net Loss in Third Quarter
AMERICAN TANK: Amends Treatment of Ford Motor, Unsecured Creditors
AMYRIS INC: Closes 7.65M Shares Underwritten Secondary Offering
AMYRIS INC: Will Receive $38.8M from the Exercise of Warrants
APPALACHIAN COAL: Trustee Taps Fluharty as Legal Counsel
ATIF INC: Creditor Trustee Taps Buchanan as Special Counsel
BAKKEN INCOME: $185K Sale of Assets to Equinor Approved
BELOIT COLLEGE: Moody's Cuts Rating to Ba1 & Alters Outlook to Neg.
BLACK BOX: Reports $7.32 Million Net Loss for First Quarter
BLACK BOX: Will Sell Its Federal Government IT Services Business
BRIGHT MOUNTAIN: Posts $952.8K Net Loss in Second Quarter
CBAK ENERGY: Incurs $3.44 Million Net Loss in Second Quarter
CHASE MONARCH: Aug. 28 Plan Confirmation Hearing
CHESAPEAKE ENERGY: Appoints Mark Edmunds as Director
CLASSIC DEVELOPMENTS: Court Confirms Chapter 11 Plan
COMMUNITY CHOICE: Inks Deal to Refinance $47M VPC Credit Facility
COTTER TOWER: $21M Sale of Oklahoma Property to BancFirst Approved
COTTON PATCH: Unsecureds to Receive $10K Distribution Under Plan
CRT RECOVERY: U.S. Trustee Unable to Appoint Committee
CUMULUS MEDIA: Reports Operating Results for Second Quarter 2018
DAVID AINSWORTH: $550K Sale of Channelview Property to 305 Approved
DELMAC LLC: $950K Sale of Griswold Property to Titan Approved
DPW HOLDINGS: Reports $7 Million Net Loss for Second Quarter
ENDURO RESOURCE: Reaches Settlement with Echo Production, Et Al.
ENTRANIA SPRINGS: Taps Tarbox Law as Legal Counsel
ERNESTO GYUREC: BONY Did Not Violate Discharge Injunction, Ct. Says
ESBY CORP: Yadkin/First Bank Split Claim to Get $385 for 18 Months
ETCHER FARMS: Hires Genske Mukder as Financial Advisors & Bankers
FC GLOBAL: Michael Singer Quits from Board of Directors
FC GLOBAL: Posts Second Quarter Net Income of $1.68 Million
GARY REED ENTERPRISES: Case Summary & 20 Top Unsecured Creditors
GIGA-TRONICS: Sold 7,840 Additional Shares of Series E Pref. Stock
GRAND VIEW FINANCIAL: Scheduling Order on Property Sale Entered
GT REALTY: Case Summary & Unsecured Creditor
GUMP'S HOLDINGS: U.S. Trustee Forms 5-Member Committee
HARDES HOLDING: Liquidation Analysis Modified in Latest Plan
HELIOS AND MATHESON: APEX Trading Acquires 611,600 Common Shares
HERITAGE HOME: Proposes Key Employee Pay Programs
ILLINI KIDS: $4M Sale of Fair Oaks Property to Berger Approved
INGERSOLL FINANCIAL: Braunco Auction of Remaining Properties Okayed
JAMES QUEZADA: Sale of Lubbock Property Approved
JANASTON MANAGEMENT: Unsecureds to be Paid 10% of Allowed Claims
JC PENNEY: Fitch Cuts Issuer Default Rating to 'B', Outlook Stable
JEFFREY BERGER: $1M Sale of Estes Park Property Approved
LAKESHORE FARMS: Taps Mayo Auction as Appraiser
LEADVILLE CORP: Trustee's Easement Agreement Approved
LEGION OPERATOR: Unsecured Claims be Paid 100% After IRS Payment
LONGFIN CORP: Enters Into Exchange Agreement with Investor
MILACRON LLC: Moody's Affirms B2 CFR & Alters Outlook to Positive
MULTIMEDIA PLATFORMS: White Winston Advance to Fund Exit Plan
MURPHY OIL: Moody's Affirms Ba3 CFR & Alters Outlook to Positive
NEIGHBORS LEGACY: Committee Taps GlassRatner as Financial Advisor
OCEAN CLUB: Amends Plan to Incorporate Settlement with Hancock Bank
PACIFIC DRILLING: Majority Shareholder Backs Reorganization Plan
PETROCHEM INSULATION: Bid to Dismiss Labor Suit Partly OK'd
PRIME SOURCE: Case Summary & 20 Largest Unsecured Creditors
PRINCETON ALTERNATIVE: Objects to Ranger's Examiner Motion
RICHARD CASTRONOVA: $1M Sale of West Milford Property Approved
RICHARD SOLBERG: Trustee's Auction Sale of Roseau Property Approved
RIVERBED PARENT: S&P Alters Outlook to Stable & Affirms 'B' ICR
RM DEPOT: U.S. Trustee Unable to Appoint Committee
RODNEY WILLIAMS: $21K Sale of Jacksonville Property to Sable Okayed
RONALD GOODWIN: $160K Sale of Walnut Grove Parcels Approved
SARAR US: Committee Taps Emerald Capital as Financial Advisor
SCOTTISH ANNUITY: Filed Distribution Trust Deal as Plan Exhibit
SCOTTS MIRACLE-GRO: S&P Alters Outlook to Neg. & Affirms 'BB' ICR
SHARING ECONOMY: Unit to Acquire 60% Ownership of Gagfare
SK BLUE: S&P Affirms 'B' Issuer Credit Rating, Outlook Stable
SKYLINE EMS: Taps Antonio Martinez as Legal Counsel
SOUTHCROSS ENERGY: D. Biegler Elected as GP's Chairman, Pres. & CEO
STORE IT REIT: Taps Columbia Consulting as Financial Advisor
SUNRISE HOSPICE: New Plan Discloses Lease Negotiations with Kokua
TOP SHELF: Files Amended Chapter 11 Plan of Liquidation
TOWERSTREAM CORP: Reports Second Quarter Net Loss of $2.23 Million
TRAVELERS OF AMERICA: Payment to Unsecureds Reduced to 5.87%
TREATMENT CENTER: Aug. 31 Auction of All Assets Set
U & J REALTY: Nov. 28 Deadline to File Plan and Disclosures
WEATHERFORD INTERNATIONAL: Amends Credit Facilities with JPMorgan
WOODBRIDGE GROUP: $1.4M Sale of Beech's Carbondale Property Okayed
WOODBRIDGE GROUP: $300K Sale of Carbondale Property to DAG Approved
WOODBRIDGE GROUP: $81K Sale of Newville's Carbondale Property OK'd
WOODBRIDGE GROUP: $900K Sale of Springline's Snowmass Property Okay
WOODBRIDGE GROUP: Sale of Silverthorne's Snowmass Property Approved
YORAVI INVESTMENT: Directed to Amend Plan and Disclosures
[^] Recent Small-Dollar & Individual Chapter 11 Filings
*********
27 FLINT GROUP: $689K Sale of Smith Property to Wildhorse Approved
------------------------------------------------------------------
Judge Bill Parker of the U.S. Bankruptcy Court for the Eastern
District of Texas authorized 27 Flint Group, LLC's sale of a tract
of 27.446 acres, a part of the Elijah J. DeBard League, A-6, Smith
County, Texas, with all improvements located thereon, to Wildhorse
Estates, LLC for $688,625.
The sale is free and clear of all liens, encumbrances, claims, and
interests, with such liens, encumbrances, claims, and interests to
attach to the proceeds of the sales. The liens of Altra Federal
Credit Union, RGR Materials, LLC, and Smith County will attach to
the sales proceeds with the same validity, priority, and extent
that they attached to the Property.
At the closing on the sale of the Property, the closing agent is
authorized to distribute to RGR Materials, LLC and Smith County
funds sufficient to pay the balances due and owing on their secured
claims and to receive releases for liens of record.
At the closing on the sale of the Property, the closing agent is
authorized to distribute to Altra Federal Credit Union funds
sufficient to pay the balances due on the principal, accrued
interest, and negative escrow balance owed to Altra Federal Credit
Union, to distribute to Debtor the sum of $11,571 to be held by
Debtor pending the filing and approval by the Court of an
attorney's fees application for the counsel for Altra Federal
Credit Union, and to receive releases for liens of record.
Upon receipt of the proceeds from the sales described above, the
Debtor is authorized to disburse from such proceeds by check
delivered to the United States Trustee, c/o Sam Baker, 110 N.
College, Ste. 300, Tyler, Texas, an amount equal to the fees
payable to the United States Trustee as calculated on the amount of
the sales price of $688,625.
The 14-day stay under Bankruptcy Rule 6004(h) is waived so that the
contemplated sale may take place upon the entry of the Order. All
relief not expressly granted in the Order is denied.
About 27 Flint Group
27 Flint Group, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Tex. Case No. 18-60002) on Jan. 2,
2018. At the time of the filing, the Debtor estimated assets and
liabilities of less than $1 million.
550 SEABREEZE: $39M Sale of All Assets to MHF Properties Approved
-----------------------------------------------------------------
Judge Raymond B. Ray of the U.S. Bankruptcy Court for the Southern
District of Florida authorized 550 Seabreeze Development, LLC's
sale of substantially all assets to MHF Las Olas VI, LLC as
assignee of MHF Properties VI, LLC for $39.1 million.
The sale is free and clear of all liens, claims, encumbrances and
interests.
Subject to and pending further order of the Court upon motion and a
hearing, the Debtor will not disburse the proceeds received from
the sale of the Property, provided that it will be authorized to
pay any normal and customary closing costs that are the obligation
of the Debtor under the Purchase Agreement from such proceeds. The
rights of all creditors and parties in interest in and to the
proceeds from the sale of the Property are reserved and preserved
pending further order of the Court.
Notwithstanding the provisions of Bankruptcy Rules 6004(h) and
6006(d), the Order will be effective and enforceable immediately
upon entry and its provisions will be self-executing.
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.
ACME AMERICAN: Taps Maltz Auctions to Sell Vehicles
---------------------------------------------------
Acme American Repairs, Inc., seeks approval from the U.S.
Bankruptcy Court for the Eastern District of New York to hire an
auctioneer.
The Debtor proposes to employ Maltz Auctions, Inc., to market and
sell its vehicles at auction.
Maltz has agreed to a 10% commission, plus reimbursement of
expenses, which will be paid by any potential buyers as a buyer's
premium.
The firm does not represent any interest adverse to the Debtor's
estate, according to court filings.
About Acme American Repairs
Acme American Repairs, Inc., sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 17-42978) on June 8,
2017. At the time of the filing, the Debtor estimated assets of
less than $1 million and liabilities of $1,000,001 to $10 million.
Judge Nancy Hershey Lord presides over the case.
ADVANCED MICRO: Egan-Jones Hikes Senior Unsecured Rating to B
-------------------------------------------------------------
Egan-Jones Ratings Company, on August 15, 2018, upgraded the
foreign currency senior unsecured rating on debt issued by Advanced
Micro Devices, Inc. to B from B-.
Advanced Micro Devices, Inc. is an American multinational
semiconductor company based in Santa Clara, California, that
develops computer processors and related technologies for business
and consumer markets.
AEROGROUP INT'L: Taps Reid Collins as Special Litigation Counsel
----------------------------------------------------------------
Aerogroup International, Inc., seeks approval from the U.S.
Bankruptcy Court for the District of Delaware to hire Reid Collins
& Tsai as special litigation counsel.
The firm will assist the company and its affiliates in
investigating and, if necessary, pursuing causes of action against
GBG USA, Inc. in connection with the termination of their asset
purchase agreement dated December 5, 2017.
GBG USA will be paid these contingency fees:
(1) 20% of gross recoveries obtained by the Debtor's estate
before filing a lawsuit;
(2) 25% of gross recoveries obtained by the Debtor's estate after
filing a lawsuit but before October 1, 2018;
(3) 30% of gross recoveries obtained by the Debtor's estate after
October 1, 2018, but before February 1, 2019; and
(4) 33% of gross recoveries obtained by the Debtor's estate after
February 1, 2019.
Eric Madden, Esq., a partner at Reid Collins, disclosed in a court
filing that his firm is a "disinterested person" as defined in
section 101(14) of the Bankruptcy Code.
In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Mr.
Madden disclosed that his firm has agreed to be compensated for its
services on a contingent basis.
Mr. Madden also disclosed that no Reid Collins professional has
varied his rate based on the geographic location of the Debtors'
Chapter 11 cases; and that the firm has not represented the Debtors
in the 12 months prior to the petition date.
Reid Collins can be reached through:
Eric D. Madden, Esq.
Reid Collins & Tsai LLP
Thanksgiving Tower
1601 Elm Street, 42nd Floor
Dallas, TX 75201
Main: 214.420.8900
Direct: 214.420.8901
Fax: 214.420.8909
Email: emadden@rctlegal.com
About Aerogroup International
Aerogroup International, Inc. -- http://www.aerosales.com/-- was
established in 1987 through a buyout of the What's What division of
Kenneth Cole. Doing business as Aerosoles, the company is a New
Jersey-based women's footwear brand offering a wide array of
footwear, including heels, flats, wedges, boots and sandals that
appeal to broad consumer tastes.
With plans to close 74 of 78 stores they are operating, Aerogroup
International, Inc., and five affiliated debtors each filed a
voluntary petition for relief under Chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Lead Case No. 17-11962) on Sept. 15, 2017.
The cases are pending before the Honorable Kevin J. Carey.
Aerosoles disclosed $73 million in assets and $109 million in
liabilities as of the Petition Date.
Aerosoles' legal advisor in connection with the restructuring is
Ropes & Gray LLP. The Debtors hired Bayard, P.A., as co-counsel;
Berkeley Research Group, LLC as restructuring advisor; and
EisnerAmper, LLC, as accountant. Hilco Merchant Resources is
assisting on store closings. Prime Clerk LLC is the claims and
noticing agent.
On Sept. 26, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The committee tapped
Cooley LLP as its lead counsel; Gellert Scali Busenkell & Brown,
LLC as co-counsel; and Province, Inc. as financial advisor.
ALL-STATE FIRE: Unsecured Creditors to Receive 100% in 5 Years
--------------------------------------------------------------
All-State Fire Protection, Inc., and Raymond S. Gibler filed with
the U.S. Bankruptcy Court for the District of Colorado a disclosure
statement explaining their amended joint plan of reorganization
dated August 6, 2018.
The Disclosure Statement reveals that the Plan provides for 10
class of secured claims and 4 classes of unsecured claims. General
non-insider and unsubordinated unsecured creditors holding allowed
claims will receive pro-rata distributions over a period of 5
years. The Debtors estimate that general unsecured claims of
All-State will receive 100% of their Allowed Claims. The Debtors
estimate that general unsecured claims of Mr. Gibler will receive
50% of their Allowed Claims. The Plan also provides for payment of
administrative and priority claims. The Plan also provides for
payment of administrative and priority tax claims which are not
classified.
General unsecured claims are classified as follows:
-- Class 8: Non-Insider General Unsecured Claims against
All-State excluding subordinated claims. Pro-rata distributions on
an annual basis from All-State Creditor Fund within 30 days of each
anniversary of the Effective Date for a period of 5 years. To the
extent any holder of a Class 8 Claim also has a Class 14 Claim,
such creditor shall only be paid as a Class 8 Creditor. This class
is deemed impaired under the Plan.
-- Class 14: Non-insider General Unsecured Claims against Mr.
Gibler, excluding subordinated claims and student loans. Pro-rata
distributions on an annual basis from Gibler Creditor Fund within
30 days of each anniversary of the Effective Date for a period of 5
years. To the extent any holder of a Class 14 Claim also has a
Class 8 Claim, such creditor shall only be paid as a Class 8
Creditor. This class is impaired.
-- Class 21: All Insider Claims against Both Debtors. Class 21
shall receive nothing on account of their claims. This class is
impaired.
-- Class 22: All Subordinated Unsecured Claims against Both
Debtors. Pursuant to 11 U.S.C. Section 726, no creditor holding a
Class 22 claim would be entitled to payment until all other claims,
including all other general unsecured claims, are paid in full.
Class 22 shall receive nothing on account of their claims. This
class is impaired.
-- Class 23: Equity Interests of Mr. Gibler in All-State. This
class consists of All-State’s equity interests which are held by
Mr. Gibler. The Class 23 Equity Interests are Impaired. The
treatment of the Class 23 claims are dependent upon whether the
Plan is confirmed as a Consensual Plan with the acceptance of each
class of creditors or by Cramdown in the event of a rejecting
class.
-- Class 24 consists of all holders of any untimely filed claim
in either the All-State bankruptcy case, Mr. Gibler’s bankruptcy
case, or both. Class 24 is Impaired. Class 24 shall receive
nothing on account of their claims.
Consensual Plan: In the event that the Plan is confirmed as a
Consensual Plan, with the acceptance of each class, the Class 23
claimants will retain their shareholder interests and therefore
hold, collectively, 100% of the outstanding shares of the
Reorganized All-State.
Treatment under Cramdown Plan: The ownership interests of
All-State's shares shall be canceled subject to the provisions of
the Plan:
i. New stock certificates will be issued to the All-State
Creditors' Trust established pursuant to the terms of the within
Plan and that certain "All-State Creditors' Trust Agreement." The
stock certificates issued by All-State to the Trust shall be held
in trust pursuant to the terms of the All-State Creditors' Trust
Agreement.
ii. Upon confirmation of this Joint Plan and transfer of the
newly issued shares of common voting stock to the All-State
Creditors' Trust, the All-State Creditors' Trust shall transfer 10%
of all such shares to Mr. Gibler in consideration of his agreement
to remain as an officer and director of All-State and to assist
All-State with performance of this Joint Plan post-confirmation.
On each anniversary of the Effective Date of the Joint Plan
All-State Creditors' Trust shall transfer an additional 18% of the
stock certificates then being held by the All-State Creditors'
Trust to Mr. Gibler. The All-State Creditors' Trust will transfer
such shares to Mr. Gibler as provided for herein as long as the
Debtors are not in default under the terms of their Plan and/or
pursuant to the provisions of the All-State Creditors' Trust
Agreement. In case of an uncured default, all shares issued to Mr.
Gibler shall be returned to the All-State Creditors Trust.
iii. Following confirmation of the Joint Plan and during the
pendency of the Joint Plan, Mr. Gibler shall be entitled to vote
all shareholder interests only to authorize ordinary course of
business transactions of the Reorganized All-State. Transactions
outside the ordinary course of the Reorganized All-State's business
shall require approval by the Beneficiaries' Committee established
pursuant to the terms of the within Plan to govern the All-State
Creditors' Trust as a established herein.
The Disclosure Statement further provides that payments and
distributions under the Plan will be funded by All-State's Net
Income and Mr. Gibler's net disposable income, and any cash
remaining in the Debtor's Debtor-in-possession account after paying
administrative claims.
On the Effective Date, the Debtors shall establish two separate
bank account for funds to be held by the Debtors to pay to
unsecured creditors in the respective cases in order to insure
performance of their obligations under the Plan. All funds held by
the Reorganized Debtors for distribution under the Plan shall be
held in accounts which are insured or guaranteed by the United
States or by a department, agency or instrumentality of the United
States or backed by the full faith and credit of the United States.
To the extent either Debtor recovers any funds from any avoidable
pre- or post-petition transfers, the recoveries, net of expenses
and attorneys fees shall also be contributed to the respective
funds of each Debtor.
The funds to be established are as follows:
a. Gibler Creditor Fund. On the Effective Date of the Joint
Plan, Mr. Gibler will open a separate interest bearing bank
account. After payments to any Administrative Priority Claims,
Secured Claims and/or Unsecured Priority Claims, Mr. Gibler will
remit all net disposable income from each paycheck from All-State
into the Gibler Creditor Fund. Mr. Gibler shall maintain a
separate bank account which shall be used to pay his ordinary and
necessary expenses of his household. The Gibler Creditor Fund will
be maintained and used for making payments to creditors in Class 14
until the Plan is completed.
b. All-State Creditor Fund. On the Effective Date of the Joint
Plan, All-State will open a separate interest bearing bank account.
All-State shall maintain a separate bank account which shall be
used to pay the ordinary and necessary expenses of running the
business. The All-State Creditor Fund will be maintained and used
for making payments to creditors in Class 8 until the Plan is
completed.
(i) Within 30 days following the close of each quarter,
All-State shall calculate its Net Income and deposit 30% of its
All-State Net Income into the All-State Creditor Fund for
distribution to the Allowed Class 9 Claimants.
(ii) "All-State Net Income" shall mean All-State's net income
calculated in accordance with Generally Accepted Accounting
Principles, plus depreciation, less payments to Allowed Classes of
secured and priority creditors. Net Income is generally understood
as follows: net revenue - cost of goods sold - administrative
expenses - income taxes = net income. In this case, All-State
shall also subtract the expenses of its payments under the Joint
Plan to its administrative, secured and priority claims before
calculating its net income.
Working Capital Account. All-State shall deposit the remaining 70%
of its
All-State Net Income into a working capital account within 30 days
following the close of each quarter. All-State shall use the
monies in the Working Capital Account to meet its working capital
needs such as replacement of furniture, fixtures, equipment, etc.,
as such items deteriorate or need to be replaced. In addition,
All-State shall maintain a minimum of $50,000 in the Working
Capital Account during the life of the Joint Plan which will be
used to pay any shortfall in any monthly payments to secured and/or
priority creditors. Should All-State require the use of such
reserve for secured and/or priority creditors, All-State shall
immediately replenish the reserve with the first available Net
Income. All-State shall properly maintain the records of its
Working Capital Account, including any disbursements out of such
account for its capital needs, which shall be available to be
reviewed by any creditor in accordance with the Disclosure
Statement and the Joint Plan.
Retirement Accounts. Mr. Gibler over the age of 60 and has no
meaningful retirement savings. Mr. Gibler shall be permitted to
contribute 12.5% of his gross income each year to qualified
retirement accounts.
A copy of the Amended Disclosure Statement from PacerMonitor.com is
available at https://tinyurl.com/ycojcn2f at no charge.
About All-State Fire Protection, Inc.
All-State Fire Protection, Inc., based in Wiggins, Colo.,
specializes in the installation of fire sprinkler systems for
residential and commercial clients.
All-State Fire Protection filed a Chapter 11 petition (Bankr. D.
Colo. Case No. 17-15844) on June 23, 2016, estimating $1 million to
$10 million in assets and liabilities. The petition was signed by
Raymond Gibler, president.
The Hon. Thomas B. McNamara presides over the case.
Kenneth J. Buechler, Esq., at Buechler & Garber, serves as
bankruptcy counsel to the Debtor.
AMERICAN CRYOSTEM: Incurs $453.3K Net Loss in Third Quarter
-----------------------------------------------------------
American Cryostem Corporation has filed with the Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting a
net loss of $453,257 on $177,287 of revenues for the three months
ended June 30, 2018, compared to net income of $11,532 on $431,837
of revenues for the three months ended June 30, 2017.
For the nine months ended June 30, 2018, the Company reported a net
loss of $1.22 million on $957,136 of revenues compared to a net
loss of $94,056 on $1.18 million of revenues for the nine months
ended June 30, 2017.
As of June 30, 2018, American Cryostem had $1.35 million in total
assets, $1.91 million in total liabilities and a total
shareholders' deficit of $555,866.
As of June 30, 2018, the Company had a cash balance of $234,355 a
decrease of $175,987 since Sept. 30, 2017, its fiscal year end.
Operations used $5,562 of the Company's cash. The Company used
$477,503 in cash for investments including $300,000 to purchase its
Baoxin equity stake, $130,260 for the purchase of lab equipment and
$47,243 in patent development. The main sources of cash provided
by financing activities, from licensing fees, and options exercised
during the nine months of fiscal 2018.
The Company's accounts receivable increased to $182,195 at June 30,
2018 from $171,860 at Sept. 30, 2017 mainly due from Baoxin for
licensing fees. Convertible debt decreased to $381,500 as more of
the Company's debenture holders converted to shares.
"We will need cash for our future plans. We expect to receive
positive cash flows from operations once we are compliant with FDA
requirements as regards to our tissue processing. Should we be
unable to raise sufficient funds, we will be required to curtail
our operating plans if not cease them entirely. We cannot assure
you that we will generate the necessary funding to operate or
develop our business," American Cryostem said.
The Company added that "We have suffered recurring losses from
operations since our inception. In addition, we have yet to
generate an internal cash flow from our business operations or
successfully raised the financing required to expand our business.
As a result of these and other factors, our independent auditor has
expressed substantial doubt about our ability to continue as a
going concern. Our future success and viability, therefore, are
dependent upon our ability to generate capital financing. The
failure to generate sufficient revenues or raise additional capital
may have a material and adverse effect upon us and our
shareholders.
"Our plans with regard to these matters encompass the following
actions: (i) obtaining funding from new investors to alleviate our
working capital deficiency, and (ii) implementing a plan to
generate sales of our proposed products. Our continued existence
is dependent upon our ability to resolve our liquidity problems and
achieve profitability in our current business operations. However,
the outcome of management's plans cannot be ascertained with any
degree of certainty. Our financial statements do not include any
adjustments that might result from the outcome of these risks and
uncertainties."
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/RfeOHa
About American CryoStem
Eatontown, New Jersey-based American CryoStem Corporation (OTC:
CRYO), founded in 2008, is a biotechnology company, standardizing
adipose tissue (fat) derived technologies (Adult Stem Cells) for
the fields of Regenerative and Personalized Medicine. The Company
operates a state-of-art, FDA-registered, laboratory in New Jersey
and licensed laboratories in Hong Kong, Bangkok, Thailand, China
and Tokyo, Japan, which operate on its proprietary platform,
dedicated to the collection, processing, bio-banking, culturing and
differentiation of adipose tissue and adipose derived stem cells
(ADSCs) for current or future use in regenerative medicine. CRYO
maintains a strategic portfolio of intellectual property (IP) that
surrounds its proprietary technology which supports a growing
pipeline of stem cell applications and biologic products. The
Company is leveraging its platform and a developed product
portfolio to create a global footprint of licensed laboratory
affiliates, domestic and international physicians networks and
research organizations who purchase tissue collection, processing
and storage consumables from CRYO. The Company has also secured a
number of online domain names relevant to its business, including
http://www.americancryostem.com/and
http://www.acslaboratories.com/
American CryoStem incurred a net loss of $1.22 million for the year
ended Sept. 30, 2017, following a net loss of $1.88 million for the
year ended Sept. 30, 2016. As of March 31, 2018, the Company had
$1.32 million in total assets, $1.93 million in total liabilities
and a total shareholders' deficit of $613,493.
Fruci & Associates II, PLLC, in Spokane, Washington, issued a
"going concern" qualification in its report on the consolidated
financial statements for the year ended Sept. 30, 2017, citing that
the Company has incurred significant losses since its inception
which raises substantial doubt about the Company's ability to
continue as a going concern.
AMERICAN TANK: Amends Treatment of Ford Motor, Unsecured Creditors
------------------------------------------------------------------
American Tank Company, Inc., filed a combined first amended Chapter
11 plan and disclosure statement, dated August 6, 2018, with the
U.S. Bankruptcy Court for the Western District of Louisiana,
Lafayette Division, to amend the treatment of Ford Motor Credit's
secured claim and the general unsecured claims.
Claims of Ford Motor Credit are classified in Class 2. Ford Motor
Credit has 4 claims:
Claim 2 for $7,508.96 secured by a 2013 Ford F250 VIN:
1FT7W2A6XDEA46844. Adequate protection payments have been made as
per Order dated November 20, 2017 for $243.90 per month. All
adequate protection payments will be applied directly to the
principal. The principal balance will be paid over a 24 month
period beginning 30 days after confirmation at the rate of 6%.
Payments will be approximately $333 per month.
Claim 3 for $25,692.64 secured by 2015 Ford F2502,
VIN:1FT7W2A64FEB66920. The Debtor has made adequate protection
payments for $373.38 per month as per court order dated November
20, 2017. All adequate protection payments will be applied
directly to the principal. The principal balance will be paid over
a 48-month term at the rate of 6% beginning 30 days after
confirmation. Payments will be approximately $603 per month.
Claim 19 for $7,811.78 secured by a 2012 Ford F250
VIN:1FMCU0GX4EUC81610. The Debtor has paid adequate protection
payments of $294.13 per month as per court order dated November 20,
2017. All adequate protection payments will be applied directly to
the principal. The balance will be paid over a 24-month period at
the rate of 6%. Payments will be approximately $350 per month.
Claim 20 for $12,279.36 secured by a 2014 Ford Escape,
VIN:1FMCU0GX4EUC81610. The vehicle was sold and the claim paid in
full as per Court order dated November 20, 2017.
Allowed Unsecured Claims, classified in Class 5, will share on a
pro rata basis distributions totaling $50,000 which will be paid on
a quarterly basis beginning the end of the first quarter after
confirmation. Quarterly payments will be $2,500 per quarter. This
distribution to unsecured creditors will result in a 5% dividend.
Additionally, unsecured creditors shall receive for pro rata
distribution a payment equal to 20% of the Debtor’s annual net
operating profit for three years. Net Operating profit shall be
calculated beginning January 1, 2019, and shall not include any
capital expenditures, dividends or bonuses to any insiders.
The Debtor will continue to maintain ownership of all assets of the
company. There will not be an ownership change. The principals,
Larry and Rochelle Romero, have loaned the company a great deal of
money prior to the filing of this Chapter 11 case and have worked
endless hours without compensation. No claims will be filed by the
Romeros in exchange for maintaining their ownership interest.
The Debtor believes there will be enough income in the future to
pay claims as per the Plan. The Debtor has stayed current on post
petition payments since the filing. The oil field has picked up
and drilling is expected to increase in the near future. The
Debtor anticipates that July 2018 will be a profitable month and
will file a operating report prior to the confirmation hearing.
A copy of the First Amended Disclosure Statement from
PacerMonitor.com is available at https://tinyurl.com/ya3y5f63 at no
charge.
About American Tank Company
American Tank Company, Inc., specializes in fabrication, design,
erection, disassembly, inspection and maintenance of API 12B and
AWWA D103 Bolted Tanks.
American Tank, based in New Iberia, Louisiana, filed a Chapter 11
petition (Bankr. W.D. La. Case No. 17-51160) on Sept. 5, 2017. In
the petition signed by Larry J. Romero, its president, the Debtor
disclosed $1.76 million in assets and $1.83 million in
liabilities.
Judge Robert Summerhays presides over the case.
William C. Vidrine, Esq., at Vidrine & Vidrine, PLLC, serves as
bankruptcy counsel. The Debtor hired Fran R. Henderson, as its
accountant.
AMYRIS INC: Closes 7.65M Shares Underwritten Secondary Offering
---------------------------------------------------------------
Amyris, Inc. has closed the previously announced underwritten
secondary offering of approximately 7.65 million shares by certain
of its existing stockholders at the public offering price of $6.25
per share. In addition, the overallotment option granted to the
underwriter for the sale of up to approximately 1.15 million
additional shares of common stock at the public offering price,
less underwriting discounts, was also fully exercised for a total
of approximately 8.8 million shares. This offering generated
approximately $46 million in gross cash proceeds to the Company
from the exercise of warrants associated with the transaction.
"We are very pleased with the results of our well over-subscribed
transaction," said Amyris president and CEO John Melo. "We further
improved our balance sheet by significantly reducing the number of
long-term warrants and adding significant new cash. We expect to
end the year with a very healthy cash balance as we transition to
positive cash generation through the end of this year and going
forward to next year. We are also very pleased with the level and
quality of investor support and very excited to have new, high
quality investors added as owners of Amyris."
Continued Melo, "We are delivering on our growth plan. Biossance
is having another record quarter and we are on track for an
incredible second half across all of our ingredient supply
activity. Consumers want natural, high performing products that
are sustainable and don't cost more - we are very excited to be
leading the world by having the technology to make sustainability
mainstream. We are making more products at commercial scale,
delivering more revenue growth and believe we have the best gross
margin of any company in our sector. We are pleased with our
performance and are only starting to really deliver on the
potential of our technology."
B. Riley FBR, Inc. served as the sole underwriter for the offering.
The offering was made pursuant to two effective registration
statements on Form S-3 previously filed by the Company with the
Securities and Exchange Commission. The offering was made only by
means of the prospectuses and related prospectus supplements,
copies of which may be obtained on the website of the SEC,
www.sec.gov., or from B. Riley FBR, Inc., Attn: Syndicate
Prospectus Department, 1300 North 17th Street, Suite 1400,
Arlington, VA 22209; Phone: (703) 312-9580; Email:
prospectuses@brileyfbr.com.
About Amyris, Inc.
Amyris, Inc., Emeryville, California, is an industrial
biotechnology company that applies its technology platform to
engineer, manufacture and sell natural, sustainably sourced
products into the health & wellness, clean skincare, and flavors &
fragrances markets. The Company's proven technology platform
enables the Company to rapidly engineer microbes and use them as
catalysts to metabolize renewable, plant-sourced sugars into large
volume, high-value ingredients. The Company's biotechnology
platform and industrial fermentation process replace existing
complex and expensive manufacturing processes. The Company has
successfully used its technology to develop and produce five
distinct molecules at commercial volumes.
The report from the Company's independent accounting firm KPMG LLP,
the Company's auditor since 2017, on the consolidated financial
statements for the year ended Dec. 31, 2017, includes an
explanatory paragraph stating that the Company has suffered
recurring losses from operations and has current debt service
requirements that raise substantial doubt about its ability to
continue as a going concern.
Amyris incurred net losses of $72.32 million in 2017, $97.33
million in 2016 and $217.95 million in 2016. As of June 30, 2018,
the Company had $118.7 million in total assets, $367.6 million in
total liabilities, $5 million in mezzanine equity and a total
stockholders' deficit of $253.97 million.
AMYRIS INC: Will Receive $38.8M from the Exercise of Warrants
-------------------------------------------------------------
Amyris, Inc. expects to receive gross proceeds of $38.8 million
from the exercise of Foris Ventures, LLC's May 2017 Cash Warrants
and Vivo's August 2017 Vivo Cash Warrants pursuant to the
Agreements ($46.0 million if Vivo exercises the Remaining August
2017 Vivo Cash Warrants in full for cash), according to a Form 8K
filed with the Securities and Exchange Commission.
On Aug. 17, 2018, Amryishas entered into Warrant Exercise
Agreements with each of Foris Ventures, LLC, an entity affiliated
with director John Doerr and which beneficially owns greater than
five percent of the Company's outstanding common stock, and Vivo
Capital Fund VIII, L.P. and Vivo Capital Surplus Fund VIII, L.P.,
entities affiliated with director Frank Kung and which collectively
beneficially own greater than five percent of the Company's
outstanding common stock. Foris and Vivo are holders of certain
outstanding warrants to purchase shares of the Company's common
stock, par value $0.0001 per share, originally issued on May 11,
2017 and Aug. 3, 2017, respectively.
Foris Agreement
Pursuant to the Foris Agreement, the Company and Foris agreed that
Foris would (i) exercise its May 2017 Cash Warrants, currently
exercisable for 4,877,386 shares of Common Stock, in full for cash
and (ii) surrender its May 2017 Dilution Warrant after exercising
it in full to the Company for cancellation, and in exchange the
Company would simultaneously issue to Foris a new warrant to
purchase 4,877,386 shares of Common Stock, with the Foris New
Warrant having substantially identical terms as Foris's May 2017
Cash Warrants, except that (A) the expiration date of the Foris New
Warrant would be fifteen months after issuance (in comparison to
the five-year term of Foris's May 2017 Cash Warrants), (B) the
Foris New Warrant would not contain any anti-dilution protection
(in comparison to the full-ratchet anti-dilution protection
provided in Foris's May 2017 Cash Warrants), other than standard
adjustments in the event of any dividends or distributions on our
Common Stock, or any stock split, reverse stock split,
recapitalization, reorganization or similar transaction, (C) the
Foris New Warrant would only permit exercise after the six-month
anniversary of issuance, and would only permit "cashless" or "net"
exercise after such time to the extent that there is not an
effective registration statement covering the resale by Foris of
the shares of Common Stock underlying the Foris New Warrant and (D)
the exercise price of the Foris New Warrant would be $7.52 per
share (in comparison to $4.40 per share for Foris's May 2017 Cash
Warrants), subject to adjustment. In connection with the entry
into the Foris Agreement, the Company and Foris amended Foris's May
2017 Cash Warrants and May 2017 Dilution Warrant to remove the May
2017 Offerings Beneficial Ownership Limitation from those
warrants.
Vivo Agreements
Pursuant to the Vivo Agreements, the Company and Vivo agreed that
Vivo would (i) exercise a portion of its August 2017 Vivo Cash
Warrants, which portion is currently exercisable for an aggregate
of 3,944,264 shares of Common Stock, for cash, and, if certain
future conditions are met, would exercise all or a portion of its
remaining August 2017 Vivo Cash Warrants, which remaining portion
is currently exercisable for an aggregate of 1,630,854 shares of
Common Stock, for cash and (ii) surrender its August 2017 Vivo
Dilution Warrants, which are not currently exercisable for any
shares of Common Stock, to the Company for cancellation, and in
exchange the Company would issue to Vivo new warrants to purchase
an aggregate of 5,107,821 shares of Common Stock, and would issue
to Vivo additional Vivo New Warrants to purchase up to an aggregate
of 2,111,957 shares of Common Stock upon the exercise by Vivo for
cash of the Remaining August 2017 Vivo Cash Warrants. The Vivo New
Warrants would have substantially identical terms as the August
2017 Vivo Cash Warrants, except that (A) the expiration date of the
Vivo New Warrants would be fifteen months after issuance (in
comparison to the five-year term of the August 2017 Vivo Cash
Warrants), (B) the Vivo New Warrants would not contain any
anti-dilution protection (in comparison to the full-ratchet
anti-dilution protection provided in the August 2017 Vivo Cash
Warrants), other than standard adjustments in the event of any
dividends or distributions on our Common Stock, or any stock split,
reverse stock split, recapitalization, reorganization or similar
transaction, (C) the Vivo New Warrants would only be exercisable on
or after the six-month anniversary of issuance, and would permit
"cashless" or "net" exercise only to the extent that there is not
an effective registration statement covering the resale by Vivo of
the shares of Common Stock underlying the Vivo New Warrants and (D)
the exercise price of the Vivo New Warrants would be $7.52 per
share (in comparison to $4.40 per share for the August 2017 Vivo
Cash Warrants), subject to adjustment. In connection with the
entry into the Vivo Agreements, the Company and Vivo amended Vivo's
August 2017 Vivo Cash Warrants to (i) reduce the exercise price of
such warrants from $6.39 per share to $4.40 per share and (ii)
remove the August 2017 Vivo Offering Beneficial Ownership
Limitation from such warrants.
The closing of the transactions contemplated by the Agreements
occurred on Aug. 17, 2018. At the Closing, Foris and Vivo
delivered to the Company irrevocable notices of exercise with
respect to their May 2017 Cash Warrants and August 2017 Vivo Cash
Warrants subject to the Agreements, respectively, representing an
aggregate of 8,821,650 shares of Common Stock, their May 2017
Dilution Warrant and August 2017 Vivo Dilution Warrants,
respectively, were deemed cancelled, and the Company issued New
Warrants to Foris and Vivo to purchase an aggregate of 9,985,207
shares of Common Stock (which amount of New Warrants issued will
increase to up to 12,097,164 shares of Common Stock upon the
exercise by Vivo of the Remaining August 2017 Vivo Cash Warrants
for cash). The Company expects to receive gross proceeds of $38.8
million from the exercise of Foris's May 2017 Cash Warrants and
Vivo's August 2017 Vivo Cash Warrants pursuant to the Agreements
($46.0 million if Vivo exercises the Remaining August 2017 Vivo
Cash Warrants in full for cash).
The New Warrants were issued in private placements pursuant to the
exemption from registration under Section 4(a)(2) of the Securities
Act and Rule 506(b) of Regulation D promulgated under the
Securities Act, without general solicitation, made only to and with
"accredited investors" as defined in Regulation D.
About Amyris, Inc.
Amyris, Inc., Emeryville, California, is an industrial
biotechnology company that applies its technology platform to
engineer, manufacture and sell natural, sustainably sourced
products into the health & wellness, clean skincare, and flavors &
fragrances markets. The Company's proven technology platform
enables the Company to rapidly engineer microbes and use them as
catalysts to metabolize renewable, plant-sourced sugars into large
volume, high-value ingredients. The Company's biotechnology
platform and industrial fermentation process replace existing
complex and expensive manufacturing processes. The Company has
successfully used its technology to develop and produce five
distinct molecules at commercial volumes.
The report from the Company's independent accounting firm KPMG LLP,
the Company's auditor since 2017, on the consolidated financial
statements for the year ended Dec. 31, 2017, includes an
explanatory paragraph stating that the Company has suffered
recurring losses from operations and has current debt service
requirements that raise substantial doubt about its ability to
continue as a going concern.
Amyris incurred net losses of $72.32 million in 2017, $97.33
million in 2016 and $217.95 million in 2016. As of June 30, 2018,
the Company had $118.65 million in total assets, $367.62 million in
total liabilities, $5 million in mezzanine equity and a total
stockholders' deficit of $253.97 million.
APPALACHIAN COAL: Trustee Taps Fluharty as Legal Counsel
--------------------------------------------------------
Thomas Fluharty, the Chapter 11 trustee for Appalachian Coal
Enterprises LLC, seeks approval from the U.S. Bankruptcy Court for
the Northern District of West Virginia to hire his own firm as
legal counsel.
The trustee proposes to employ Thomas H. Fluharty Law Offices to
advise him regarding his duties under the Bankruptcy Code; assist
in finalizing the sale of the Debtor's real estate; and provide
other legal services related to the Debtor's Chapter 11 case.
The firm will charge an hourly fee of $350.
Fluharty is a "disinterested person" as defined in section 101(14)
of the Bankruptcy Code, according to court filings.
The firm can be reached through:
Thomas H. Fluharty, Esq.
1231 408 Lee Avenue
Clarksburg, WV 26301
Phone: (304) 624-7832
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.
ATIF INC: Creditor Trustee Taps Buchanan as Special Counsel
-----------------------------------------------------------
Daniel Stermer, the creditor trustee for ATIF, Inc., seeks approval
from the U.S. Bankruptcy Court for the Middle District of Florida
to hire Buchanan Ingersoll & Rooney PC as special counsel.
The firm will represent the creditor trustee in administrative and
conflict matters. Its hourly rates range from $150 to $595.
Buchanan does not hold any interest adverse to the Debtor's estate,
the creditor trustee and the creditor trust, according to court
filings.
The firm can be reached through:
Scott A. Underwood, Esq.
Buchanan Ingersoll & Rooney PC
SunTrust Financial Centre
401 East Jackson Street, Suite 2400
Tampa, FL 33602
Tel: 813-222-8180
Fax: 813-222-8189
Email: scott.underwood@bipc.com
About ATIF Inc.
ATIF, Inc., sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. M.D. Fla. Case No. 17-01712) on March 2, 2017. In the
petition signed by Gerard A. McHale, its chief executive officer,
the Debtor estimated assets of less than $500,000 and liabilities
of $10 million to $50 million.
Michael C. Markham, Esq., at Johnson, Pope, Bokor, Ruppel & Burns
LLP serves as the Debtor's legal counsel. The Debtor hired Buell &
Elligett, P.A. as its special counsel.
On April 13, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The committee retained
Messana, P.A., as its bankruptcy counsel; and Becker & Poliakoff,
P.A., as its special counsel.
BAKKEN INCOME: $185K Sale of Assets to Equinor Approved
-------------------------------------------------------
Judge Elizabeth Brown of the U.S. Bankruptcy Court for the District
of Colorado authorized Bakken Income Fund, LLC's sale of
substantially all of its oil and gas related assets to Equinor
Energy LP for $185,000.
The sale is free and clear of all Interests.
Notwithstanding anything else in the Order, the sale is free and
clear of the Mortgages only if BOFK, NA receives at closing $1.9
million or such lesser amount that it is willing to accept in its
sole discretion. The Bank Payment will be paid as follows: (i)
Zavanna - $1,665,000; (ii) Equinor - $185,000; and (iii) the estate
- $50,000.
Notwithstanding anything else in the Order or the PSA, the Buyer is
not purchasing any assets owned by the Debtor that are being
purchased by Zavanna. By separate order, the Court will approve
said sale to Zavanna. The proceeds from the sale will be used to
satisfy a portion of the Bank Payment as described.
Equinor will provide Zavanna the exhibits that will be attached to
the Assignment not later than two business days prior to recording
the Assignment. It will also provide Zavanna a copy of the changes
made to the Exhibits and Schedules incorporated within the PSA
prior to closing.
The Sale Order constitutes a final order. Notwithstanding any
provision in the Bankruptcy Rules to the contrary, the Court
expressly finds there is no reason for delay in the implementation
of the Sale Order, and it is not subject to any stay. It will be
immediately effective and enforceable upon entry.
A copy of the APA attached to the Order is available for free at:
http://bankrupt.com/misc/Bakken_Income_252_Order.pdf
About Bakken Income Fund
Bakken Income Fund LLC is an oil and gas investment fund. It was
formed in Colorado in 2011. Its corporate offices are located at
521 DTC Parkway, Suite 200, Greenwood Village, Colorado.
Bakken Income Fund sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Colo. Case No. 16-20212) on Oct. 17,
2016. In the petition signed by Randall Kenworthy, managing
member, the Debtor estimated its assets and liabilities at $1
million to $10 million.
Judge Elizabeth E. Brown oversees the case.
The Debtor tapped Courtney H. Gilmer, Esq., at Baker, Donelson,
Bearman, Caldwell & Berkowitz, P.C. as lead bankruptcy counsel, and
Brownstein Hyatt Farber Schreck, LLP as co-counsel. The Debtor
also hired TenOaks Energy Advisors, LLC, as sales agent.
No trustee, examiner or official creditors' committee has been
appointed.
BELOIT COLLEGE: Moody's Cuts Rating to Ba1 & Alters Outlook to Neg.
-------------------------------------------------------------------
Moody's Investors Service has downgraded Beloit College, WI's
rating to Ba1 from Baa2, affecting approximately $23 million of
debt. The outlook has been changed from stable to negative.
RATINGS RATIONALE
The downgrade to Ba1 reflects the college's highly challenged
business model with declining enrollment and an increasing tuition
discount rate leading to very weak operating performance.
Additionally, the college's debt structure introduces material
liquidity risk due to multiple financial covenants, which could
result in acceleration of debt if tripped. Beloit's student market
remains highly pressured, with management reporting that the
incoming fall 2018 class expected will be approximately 25% below
the college's goal. In addition to the smaller incoming class, the
tuition discount rate for these incoming students will be
approximately 70%. Combined with a declining retention rate, the
college is expecting multiple years of declining net tuition
revenue. With limited scale, adjusting to projected revenue
declines through expenditure reductions will be difficult to
achieve in the near term.
The Ba1 positively incorporates the college's wealth and reserves,
which provide some ability to adjust over a multi-year period
barring debt acceleration. Favorably, the college has strong donor
support relative to peers. However, Beloit's resources will be
increasingly pressured as the college continues to work to improve
its operating balance and the college's credit profile is highly
vulnerable to any financial market corrections that would result in
a reduction in reserves or liquidity.
RATING OUTLOOK
The negative outlook incorporates the potential for additional
credit deterioration should the college not be able to stem
enrollment declines and right size operations over the next two
years.
FACTORS THAT COULD LEAD TO AN UPGRADE
- Sustained improvement in student demand leading to increased
net tuition revenue
- Material improvement in operating performance eliminating the
need to use reserves to cover deficits
- Strong growth in total wealth and liquidity
FACTORS THAT COULD LEAD TO A DOWNGRADE
- Failure to achieve the covenanted debt service coverage levels
in fiscal 2018 or to obtain a waiver in the event of low debt
service coverage
- Disruption in fundraising or receipt of tax credits to repay
bridge loans used to support the construction of the Powerhouse
campus project
- Material reduction in spendable cash and investments and
liquidity
LEGAL SECURITY
The Series 2016 and 2014 bonds are secured by a pledge of revenues
including student fees and tuition as well as a mortgage on campus
property and facilities (excluding the Powerhouse facility).
The bridge financing loans to support the construction of the
Powerhouse facility are the obligation of Beloit Powerhouse, LLC.
These bridge loans are secured by a mortgage on the Powerhouse
facility and land. Beloit College serves as the guarantor for the
organization and the loans are considered to be subordinate to the
college's senior debt obligations.
PROFILE
Beloit College is a small liberal arts college in Beloit,
Wisconsin, approximately one hour south of Madison. The college
generated approximately $51 million in revenues in fiscal 2017 and
enrolled 1,350 students in the fall 2017 semester.
BLACK BOX: Reports $7.32 Million Net Loss for First Quarter
-----------------------------------------------------------
Black Box Corporation has filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q reporting a net loss
of $7.32 million on $190.79 million of total revenues for the three
months ended June 30, 2018, compared to a net loss of $9.74 million
on $191.64 million of total revenues for the three months ended
July 1, 2017.
As of June 30, 2018, Black Box had $366.85 million in total assets,
$330.08 million in total liabilities and $36.77 million in total
stockholders' equity.
Gross profit margin was 28.2%, up 80 basis points from 27.4% for
the same period last year. This increase was primarily due to
margin improvements in North America Services, including both of
the Company's commercial and federal businesses, partially offset
by margin deterioration in International Services. The gross
profit margin in the prior quarter was 27.3%.
Selling, general and administrative expenses were $56.8 million,
down 10.2% from $63.3 million for the same period last year and
down 3.3% from $58.8 million in the prior quarter. The decrease
from the comparable prior year period was primarily due to
reductions of $4.1 million in restructuring expense, $2.3 million
in compensation and benefits expense, $1.9 million in ERP
implementation expense and $1.2 million in stock compensation
expense, partially offset by an increase of $3.0 million in
strategic consulting expense.
Interest expense was $2.6 million, compared to $1.2 million in the
prior year. The $1.4 million increase was due to higher rates and
higher average borrowings.
Loss before income taxes was $7.5 million, compared to a loss
before income taxes of $14.2 million for the same period last
year and compared to a loss before income taxes of $19.3 million in
the prior quarter.
Benefit from income taxes was $0.2 million, compared to a benefit
from income taxes of $4.5 million for the same period last year and
compared to a provision for income taxes of $31.7 million in the
prior quarter. The variance from the statutory rate in the current
quarter was principally due to valuation allowances booked against
U.S. deferred tax assets.
Cash flow used for operating activities was $2.3 million, compared
to cash flow used for operating activities of $16.3 million for the
same period last year and compared to cash flow used for operating
activities of $3.5 million in the prior quarter. The variance
compared to the prior quarter was principally due to lower selling,
general and administrative expenses and improved working capital
management.
"I am satisfied with the quarterly results as we continue to make
progress on positioning the company for future profitable growth,"
stated Joel Trammell, President and CEO.
Federal Business Sale
On Aug. 17, 2018, the Company executed a definitive agreement to
sell its Federal IT services business to a private equity firm for
$75.0 million. The transaction is expected to close by Aug. 31,
2018.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/2cB5Lz
About Black Box
Black Box Corporation -- http://www.blackbox.com/-- is a digital
solutions provider dedicated to helping customers design, build,
manage, and secure their IT infrastructure. Offerings under the
Company's services platform include unified communications, data
infrastructure and managed services. Offerings under the Company's
products platform include IT infrastructure, specialty networking,
multimedia and keyboard/video/mouse ("KVM") switching. The Company
employed 3,264 and 3,488 employees as of March 31, 2018 and March
31, 2017, respectively.
Black Box reported a net loss of $100.09 million for the year ended
March 31, 2018, compared to a net loss of $7.05 million for the
year ended March 31, 2017. As of March 31, 2018, Black Box had
$376.33 million in total assets, $326.0 million in total
liabilities and $50.34 million in total stockholders' equity.
The 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 expressing substantial doubt about the
Company's ability to continue as a going concern. BDO USA, LLP,
the Company's auditor since 2005, noted that the Company has
suffered recurring losses from operations, has negative operating
cash flow and is dependent upon raising additional capital or
refinancing its debt agreement to fund operations that raise
substantial doubt about its ability to continue as a going concern.
BLACK BOX: Will Sell Its Federal Government IT Services Business
----------------------------------------------------------------
Black Box Corporation has entered into a definitive agreement to
sell its Federal Government IT Services Business to NXOF
Intermediate Holdings, Inc., an affiliate of a private equity firm
for a cash purchase price of $75 million. The buyer has agreed to
purchase 100% of the equity interests of the Federal Business on a
debt-free, cash-free basis. Consummation of the transaction is
subject to customary closing conditions and the parties anticipate
a closing on or before Aug. 31, 2018. Raymond James & Associates
and Jones Day are representing Black Box in this transaction.
As previously disclosed, the Second Amendment dated June 29, 2018
to Black Box's Credit Agreement dated May 9, 2016, as amended,
requires that Black Box satisfy certain milestones related to the
sale of the Federal Business, including the execution of this
definitive agreement and the consummation of the sale by Aug. 31,
2018 (subject to extension by the Agent under the Credit Facility).
The net proceeds of the sale of the Federal Business, after fees,
costs, expenses and accrued interest under the Credit Facility,
will be used to pay down all outstanding indebtedness under the new
$10 million LIFO senior revolving credit facility, which will then
remain available for future borrowings (subject to continued
compliance with the Credit Agreement). The remainder of the net
proceeds will be used to pay down other indebtedness under the
Credit Agreement.
While the entry into a definitive agreement for the sale of the
Federal Business is a significant milestone for Black Box, the
Company also remains focused on exploring all other strategic
alternatives with the assistance of Raymond James and Jones Day to
address its liquidity needs including, among others, refinancing,
restructuring and the sale of some or all of the remaining
businesses of the Company. This process reflects the continued
commitment of the Board of Directors of the Company to act in the
best interests of the Company and to maximize value for the
Company's stockholders.
While the Company is working expeditiously to consummate the sale
of the Federal Business and on other strategic alternatives, there
can be no assurances that the sale of the Federal Business will be
consummated or that the Company will be able to consummate any
other strategic alternatives.
A full-text copy of the Membership Interest Purchase Agreement is
available for free at https://is.gd/jiX58E
About Black Box
Black Box Corporation -- http://www.blackbox.com/-- is a digital
solutions provider dedicated to helping customers design, build,
manage, and secure their IT infrastructure. Offerings under the
Company's services platform include unified communications, data
infrastructure and managed services. Offerings under the Company's
products platform include IT infrastructure, specialty networking,
multimedia and keyboard/video/mouse ("KVM") switching. The Company
employed 3,264 and 3,488 employees as of March 31, 2018 and March
31, 2017, respectively.
Black Box reported a net loss of $100.09 million for the year ended
March 31, 2018, compared to a net loss of $7.05 million for the
year ended March 31, 2017. As of June 30, 2018, Black Box had
$366.85 million in total assets, $330.08 million in total
liabilities and $36.77 million in total stockholders' equity.
The 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 expressing substantial doubt about the
Company's ability to continue as a going concern. BDO USA, LLP,
the Company's auditor since 2005, noted that the Company has
suffered recurring losses from operations, has negative operating
cash flow and is dependent upon raising additional capital or
refinancing its debt agreement to fund operations that raise
substantial doubt about its ability to continue as a going concern.
BRIGHT MOUNTAIN: Posts $952.8K Net Loss in Second Quarter
---------------------------------------------------------
Bright Mountain Media, Inc. has filed with the Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting a
net loss attributable to common shareholders of $952,801 on
$610,041 of total revenues for the three months ended June 30,
2018, compared to a net loss attributable to common shareholders of
$874,687 on $666,821 of total revenues for the three months ended
June 30, 2017.
For the six months ended June 30, 2018, the Company reported a net
loss attributable to common shareholders of $1.91 million on $1.66
million of total revenues compared to a net loss attributable to
common shareholders of $1.55 million on $1.32 million of total
revenues for the six months ended June 30, 2017.
The Company's balance sheet as at June 30, 2018, shows $3.38
million in total assets, $2.95 million in total liabilities and
$432,617 in total shareholders' equity.
During the six months ended June 30, 2018, the Company used cash
primarily to fund its net loss of $1,883,308 for the period, with a
reduction of $201,000 in inventory purchases and a decrease in
prepaid expenses and other assets of $85,000 for the period offset
by a decrease in accounts receivable of $13,000 and $276,000 of
accounts payable. During the six months ended June 30, 2017, the
Company used cash primarily to fund its net loss of $1,557,180 for
the period as well as a decrease in inventory of approximately
$60,000, $109,000 of other assets, $63,000 of accrued interest
offset by lower accounts payable of $63,000. The Company reduced
inventory, other assets and payables attributed to the acquisition
of Black Helmet Apparel. The Company increased the accrued
interest expense attributed to the modified Note.
The decreases in net cash used in investing activities in both
periods is attributable to less fixed asset purchases in the 2018
period.
During the six months of 2018 the Company raised $1,930,000 through
a the sale of equity securities in a private placement memorandum
and $255,000 through the sale of shares of 10% Series E convertible
preferred stock to an executive officer and member of our board of
directors, and the Company paid cash dividends of $33,505 to Mr.
Speyer on shares of this series of preferred stock owned by him,
and made repayments of $41,494 in insurance premium financing
notes. During the six months ended June 30, 2017, the Company
received $950,000 under a series of 6% - 12%, 5-year convertible
notes issued to an executive officer and member of its board of
directors and paid $48,949 on insurance premium notes.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/c9mne1
About Bright Mountain
Based in Boca Raton, Fla., Bright Mountain Media, Inc. --
http://www.brightmountainmedia.com/-- historically has operated as
a digital media holding company for online assets primarily
targeted to the military and public safety sectors. The Company is
dedicated to providing "those that keep us safe" places to go
online where they can do everything from staying current on news
and events affecting them, look for jobs, share information,
communicate with the public, and purchase products. In addition to
its corporate website, the Company owns and manages 24 websites
which are customized to provide its niche users, including active,
reserve and retired military, law enforcement, first responders and
other public safety employees with products, information and news
that the Company believes may be of interest to them. Bright
Mountain also owns an ad network, Daily Engage Media, which was
acquired in September 2017. The Company has placed a particular
emphasis on providing quality content on its websites to drive
traffic increases. The Company's websites feature timely,
proprietary and aggregated content covering current events and a
variety of additional subjects targeted to the specific
demographics of the individual website.
Bright Mountain reported a net loss attributable to common
shareholders of $3.01 million on $3.68 million of total revenue for
the year ended Dec. 31, 2017, compared to a net loss attributable
to common shareholders of $2.94 million on $1.93 million of total
revenue for the year ended Dec. 31, 2016. As of March 31, 2018,
Bright Mountain had $3.49 million in total assets, $3.27 million in
total liabilities and $221,054 in total shareholders' equity.
The report from the Company's independent accounting firm Liggett &
Webb, P.A., in Boynton Beach, Florida, on the consolidated
financial statements for the year ended Dec. 31, 2017, includes an
explanatory paragraph stating that the Company sustained a net loss
of $2.994 million and used cash in operating activities of $1.733
million for the year ended Dec. 31, 2017. The Company had an
accumulated deficit of $11,818,902 at Dec. 31, 2017. These factors
raise substantial doubt about the Company's ability to continue as
a going concern.
CBAK ENERGY: Incurs $3.44 Million Net Loss in Second Quarter
------------------------------------------------------------
CBAK Energy Technology, Inc. has filed with the Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting a
net loss of US$3.44 million on US$6.05 million of net revenues for
the three months ended June 30, 2018, compared to a net loss of
US$3.75 million on US$6.33 million of net revenues for the three
months ended June 30, 2017.
For the six months ended June 30, 2018, the Company reported a net
loss of US$6.01 million on US$9.36 million of net revenues compared
to a net loss of US$5.82 million on US$10.05 million of net
revenues for the same period last year.
As of June 30, 2018, the Company had US$135.68 million in total
assets, US$139.20 million in total liabilities and a total deficit
of US$3.51 million.
The Company has financed its liquidity requirements from short-term
bank loans, other short-term loans and bills payable under bank
credit agreements, advances from its related and unrelated parties,
investors and issuance of capital stock.
As of June 30, 2018, the Company had cash and cash equivalents of
US$0.5 million. Its total current assets were US$63.7 million and
its total current liabilities were US$106.9 million, resulting in a
net working capital deficiency of US$43.3 million. The Company
said these factors raise substantial doubts about its ability to
continue as a going concern.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/GT2ikp
About CBAK Energy
Dalian, China-based CBAK Energy Technology, Inc., formerly China
BAK Battery, Inc. -- http://www.cbak.com.cn/-- is engaged in the
business of developing, manufacturing and selling new energy high
power lithium batteries, which are mainly used in the following
applications: electric vehicles; light electric vehicles; and
electric tools, energy storage, uninterruptible power supply, and
other high power applications.
CBAK Energy reported a net loss of US$21.46 million for the year
ended Dec. 31, 2017 compared to a net loss of US$12.65 million for
the year ended Sept. 30, 2016. The Company reported a net loss of
US$2.19 million for the three months ended Dec. 31, 2016. As of
March 31, 2018, CBAK Energy had US$148.80 million in total assets,
US$148.95 million in total liabilities, and a total shareholders'
deficit of US$152,826.
Centurion ZD CPA Limited, in Hong Kong, China, the Company's
auditor since 2016, issued a "going concern" opinion in its report
on the consolidated financial statements for the year ended Dec.
31, 2017 stating that the Company has a working capital deficiency,
accumulated deficit from recurring net losses and significant
short-term debt obligations maturing in less than one year as of
Dec. 31, 2017. All these factors raise substantial doubt about its
ability to continue as a going concern.
CHASE MONARCH: Aug. 28 Plan Confirmation Hearing
------------------------------------------------
Judge Brian K. Tester of the U.S. Bankruptcy Court for the District
of Puerto Rico issues an amended order, dated August 6, 2018,
conditionally approving the disclosure statement explaining Chase
Monarch International Inc.'s plan of reorganization, and scheduling
a hearing for the consideration of the final approval of the
Disclosure Statement and the confirmation of the Plan for August
28, 2018, at 10:00 A.M.
Acceptances or rejections of the Plan may be filed in writing by
the holders of all claims on or before 7 days prior to the date of
the hearing on confirmation of the Plan.
Any objection to the final approval of the Disclosure Statement
and/or the confirmation of the Plan shall be filed on or before 10
days prior to the date of the hearing on confirmation of the Plan.
At the confirmation hearing the Court will conclude the estimated
date for "substantial consummation" of the Plan as defined in 11
USC 1101(2). The debtor in possession or moving party shall submit
to the Court the information necessary to enter a final decree, as
set forth in LBR 3022-1.
About Chase Monarch International, Inc.
Chase Monarch International, Inc., filed a Chapter 11 bankruptcy
petition (Bankr. D.P.R. Case No. 16-06841) on November 14, 2017,
disclosing under $1 million in both assets and liabilities. The
Debtor is represented by Hector Juan Figueroa Vincenty, Esq.
CHESAPEAKE ENERGY: Appoints Mark Edmunds as Director
----------------------------------------------------
The Board of Directors of Chesapeake Energy Corporation has
appointed Mark A. Edmunds to the Board. Mr. Edmunds will serve on
the Audit Committee and Compensation Committee of the Board.
Upon Mr. Edmunds' appointment as a non-employee director, Mr.
Edmunds will receive the standard annual benefits paid to each
non-employee director, including: (i) an annual retainer of
$100,000, paid quarterly in installments; and (ii) an annual grant
of restricted stock units with a value of approximately $250,000,
issued pursuant to the Company's 2014 Long Term Incentive Plan. Mr.
Keating will receive prorated cash and restricted stock unit awards
for the remainder of 2018.
In connection with his appointment, the Company and Mr. Keating
will enter into the Company's standard indemnity agreement for
officers and directors.
There are no arrangements or understandings between Mr. Edmunds and
the Company or any other person pursuant to which Mr. Edmunds was
appointed as a director of the Company. Mr. Edmunds is not related
to any officer or director of the Company. There are no
transactions or relationships between Mr. Edmunds and the Company
that would be required to be reported under Item 404(a) of
Regulation S-K.
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 June 30, 2018, Chesapeake Energy had $12.34
billion in total assets, $12.45 billion in total liabilities and a
total deficit of $117 million.
CLASSIC DEVELOPMENTS: Court Confirms Chapter 11 Plan
----------------------------------------------------
Judge Jerry A. Brown of the U.S. Bankruptcy Court for the Eastern
District of Louisiana issued an order dated August 6, 2018,
confirming Classic Developments by JMG, LLC's Chapter 11 plan of
reorganization, as amended, and a final order approving the
disclosure statement explaining the Plan.
The Debtor is authorized to sell the real property bearing
municipal address 6872 Canal Blvd, New Orleans, LA 70124, in
accordance with and subject to the provisions of the Plan, at
private sale free and clear of all liens and mortgages pursuant to
Section 363(f) of the Bankruptcy Code. The Debtor's rights to file
and/or prosecute, post-Confirmation and post-Effective Date,
objections to and/or its pending Objection to the Proofs of Claim
of the Department of the Treasury – Internal Revenue Service and
the Louisiana Department of Revenue are reserved and preserved
post-confirmation.
About Classic Developments by JMG LLC
Classic Developments by JMG LLC filed a Chapter 11 bankruptcy
petition (Bankr. E.D. La. Case No. 17-11538) on June 14, 2017. In
the petition signed by Jason Galatas, member, the Debtor estimated
$500,000 to $1 million in assets and $100,000 to $500,000 in
liabilities. Darryl T. Landwehr, Esq., at Landwehr Law Firm,
serves as bankruptcy counsel.
COMMUNITY CHOICE: Inks Deal to Refinance $47M VPC Credit Facility
-----------------------------------------------------------------
An ad hoc group of holders of Community Choice Financial Inc.'s
senior notes due in April of 2019 and May of 2020 and Victory Park
Management, LLC, as administrative agent for a group of affiliates
have agreed in principle to effect the refinancing in full of the
Company's $47.0 million revolving credit facility with VPC. The
Company expects that certain of the ad hoc group members will
provide $42.0 million to fund a new $45.0 million revolving credit
facility, in which VPC would receive a $3.0 million principal
position in partial settlement of the Company's obligations to it.
The balance of the $47 million will be paid with funds from Company
operations or cash on hand. The new revolving credit facility will
mature two years from closing and will bear interest at 9% per
annum, which represents a significant interest rate reduction from
the current revolving credit facility. Additionally, the revolving
credit facility will include a make-whole provision, in each case,
with respect to $42.0 million of the facility. This revolving
credit facility will reduce to $42.0 million on Oct. 31, 2018. The
revolving credit facility will also contain restrictive covenants
that limit the Company's and its restricted subsidiaries' ability
to incur additional indebtedness, pay dividends on or make other
distributions or repurchase our capital stock, make certain
investments, enter into certain types of transactions with
affiliates, create liens and sell certain assets or merge with or
into other companies. Furthermore, the agreement will also require
compliance with covenants that relate to financial performance,
including monthly asset coverage, consolidated EBITDA and corporate
liquidity tests. All obligations under this revolving credit
facility will be secured by substantially all the assets of the
Company and its guarantor-subsidiaries.
The revolving credit facility will require that the Company effect
a deleveraging transaction on or before Nov. 30, 2018, via exchange
offers, refinancing or other means, subject to approval at the
direction of the majority funders of the new facility, whereby at
least two-thirds (66 2/3%) of the indebtedness then held by each
holder of any of the Company's outstanding senior secured notes
will be converted to equity in the Company (or a newly-created
entity) and/or junior indebtedness.
In addition, the Company expects to issue an additional $10.0
million of its senior notes due in April 2019 to VPC in partial
settlement of the Company's obligations to VPC under the VPC
revolving credit facility. While the Company anticipates
completing the refinancing transactions in the next 10 days, there
can be no assurance that Company will be able to consummate the
transactions on the terms set forth herein or on different or other
terms.
Upon the closing of the transactions, another non-guarantor
subsidiary will enter into an amendment which will increase its
credit facility from $60.0 million to $63.5 million, with an
additional $1.5 million of availability subject to lender
discretion. The amendment, will among other things, increase the
administrative fee to 1.2% per annum and will increase the interest
rate to 17.0% per annum on principal amounts over $60.0 million.
About Community Choice Financial
Dublin, Ohio-based Community Choice Financial Inc. --
http://www.ccfi.com/-- is a retailer of financial services to
unbanked and underbanked consumers through a network of 476 retail
storefronts across 12 states and are licensed to deliver similar
financial services over the internet in 30 states. CCFI focuses on
providing consumers with a wide range of convenient financial
products and services to help them manage their day-to-day
financial needs including consumer loans, check cashing, prepaid
debit cards, money transfers, bill payments, and money orders.
Community Choice incurred a net loss of $180.9 million in 2017,
compared to a net loss of $1.54 million in 2016. As of Dec. 31,
2017, Community Choice had $212.40 million in total assets, $417.6
million in total liabilities and a total stockholders' deficit of
$205.2 million.
* * *
As reported by the TCR on April 19, 2018, S&P Global Ratings said
it lowered its issuer credit rating on Community Choice Financial
to 'CC' from 'CCC'. The outlook is negative. "The downgrade
follows the company's amended revolver and subsidiary note payable
on March 30, 2018 -- both of which require CCFI to make a proposal
to restructure its senior secured notes, which, if completed, we
would likely view as a selective default."
In February 2016, Moody's Investors Service affirmed Community
Choice's 'Caa1' corporate family rating. Moody's affirmation of
Community Choice's ratings reflects the company's meaningfully
reduced leverage as a result of its recently announced debt
repurchases at a substantial discount.
COTTER TOWER: $21M Sale of Oklahoma Property to BancFirst Approved
------------------------------------------------------------------
Judge Craig A. Gargotta of the U.S. Bankruptcy Court for the
Western District of Texas authorized Cotter Tower-Oklahoma, L.P.'s
sale of the real property generally located at 100 N. Broadway,
Oklahoma City, Oklahoma, commonly known as Cotter Ranch Tower,
together with personal property, the buildings and all improvements
located thereon, to BancFirst Corp. for $21 million.
The sale is free and clear of all Liens, Claims and other interests
of any kind or nature whatsoever.
At the Closing, the Title Company will be and is authorized and
directed to pay the full amount of taxes or assessments due and
owing to the following governmental entities, pro-rated to the date
of closing: (i) Oklahoma County Treasurer; and (ii) City of
Oklahoma City.
The Title Company will also pay (i) the full amount due and owing
to Bank SNB (a division of Simmons Bank); (ii) the full amount due
and owing to the following Mechanic's and/or Materialman's lien
claimants: Roto Rooter, Coe Plumbing, Inc., iPlumb Co., and
American Staffcorp of OKC, LLC; (iii) the Brokerage commission and
reimbursement of marketing expenses of CBRE, Inc. and all other
closing costs attributable to the Seller under the Agreement; and
(iv) the sum of $178,000 to the United States Trustee, which sum
will be applied to the Debtor's quarterly U.S. Trustee's fees. The
Title Company will hold the net sales proceeds, after payment of
the foregoing parties and closing costs, until further order of the
Court.
The Order will take effect immediately and will not be stayed
pursuant to Bankruptcy Rules 6004(h), 6006(d), 7062, 9014, Federal
Rule of Civil Procedure 62(a) or otherwise. The Debtor and the
Buyer are authorized to close the Sale immediately upon entry of
the Order.
About Cotter Tower-Oklahoma
Cotter Tower - Oklahoma, L.P., owns the Cotter Ranch Tower located
at 100 N. Broadway Ave., in Oklahoma City, Oklahoma. Cotter Ranch
Tower, also known as Chase Tower, is a 36-story glass tower,
located in the heart of the Central Business District. The Tower
features an underground concourse system which connects to majority
of Central Business District, private covered and adjoining public
parking, card key access and elevator security codes, renovated
lobby and newly updated common areas.
Cotter Tower - Oklahoma, L.P., which is based in San Antonio,
Texas, filed a Chapter 11 petition (Bankr. W.D. Tex. Case No.
17-52844) on Dec. 12, 2017.
In its petition, the Debtor estimated $10 million to $50 million in
assets and liabilities. The petition was signed by Marcus P.
Rogers, as independent administrator for the estate of James F.
Cotter, acting as president on behalf of Cotter Ranch Tower, LLC,
general partner, acting on behalf of and authorized representative
for the Debtor.
The Hon. Craig A. Gargotta presides over the case.
The Law Office of H. Anthony Hervol serves as bankruptcy counsel to
the Debtor.
COTTON PATCH: Unsecureds to Receive $10K Distribution Under Plan
----------------------------------------------------------------
Cotton Patch, Salcot Planting Co., Charles William and Christine A.
Salmons filed a disclosure statement in support of their joint plan
of reorganization dated August 14, 2018.
The Debtors have continued their farming operation since the
bankruptcy by entering into subleases with Cy Salmons, Aaron
Salmons, and Bill and Christine Salmons. These individuals received
financing from the USDA Farm Service Agency to pay the normal
farming expenses. Pursuant to the subleases, amounts netted from
the 2018 Cotton Crop in excess of the expenses will be paid to the
Estates of Cotton Patch and Salcot.
The goal of the proposed Plan is to continue the operation of the
Debtors' businesses and for Salmons Family to continue to farm as
they have done for the last 25 years in the Casa Grande area. The
continuing businesses will allow the Debtors to repay creditors and
to conduct business with trade vendors.
Monetary funding of the Plan will come from the current assets of
the Debtors and future operations of the farms as well as financing
on Bill and Christine Salmons' exempt assets and Bill and Christine
Salmons’ future income. Allowed claims of the three Debtors will
be paid from these sources, without regard to which Debtor is
liable for the claim; the Plan pays all creditors from these
sources of funds. The Reorganized Debtors will continue a farming
operation and a custom feeding operation.
As the Debtors are seeking to pay the creditors from all three
Debtors from the same source of funds, the issue of whether the
Debtors' Plan is effectively a substantive consolidation of these
cases is an issue for purposes of Plan Confirmation. Substantive
consolidation is an equitable remedy of the bankruptcy court and
the bankruptcy court has the ability to order less than complete
substantive consolidation or to place conditions on the substantive
consolidation. Substantive consolidation is necessary to ensure the
equitable treatment of creditors. The Debtors explicitly move for
the substantive consolidation of Cotton Patch and Salcot. All
creditors interacted with Cy Salmons regardless of corporate forms;
the Debtors do not have clear records for whether equipment belongs
to Cotton Patch or Salcot, but all assets of Cotton Patch and
Salcot are subject to cross-collateralized loans.
Class 8 general unsecured claims under the plan will share pro rata
in funds contributed by the Debtors on the Effective Date of
$10,000. The Debtors will make distributions to the unsecured
claims from Bill and Christine Salmons' disposable income and 50%
of the net proceeds of the Reorganized Debtors after operating
expenses and reorganization payments with $10,000 to be distributed
on April 15th each year and any amount of the 50% of net proceeds
above the $10,000 to be distributed on October 31st each year, but
not less than $20,000 per year for five years following the
Effective Date.
The Debtors' business operations will be funded from the income
generated by subleases or by the Debtor Entities engaging in direct
cotton farming operations depending on available financing. The
sublessees receive financing from the Farm Service Agency, vendors,
and cotton gins. The sublessees have forward contract two bales of
cotton at $0.775 per pound. This is 58% of the anticipated yield
and is anticipated to create $775,000.00 in revenue. The current
price for cotton is approximately $0.87 per pound of which the
Debtors expect between 1.5 bales. Additionally, the Debtors expect
approximately $112,000 in seed rebates. The Debtors anticipate
receiving crop proceeds from December to March of each crop year
and seed rebates in September and October of each year. The funding
for future years will come from the net profits of the operations
of sublessees or direct farming operations and the disposable
income of Bill and Christine Salmons.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/azb4-18-04037-94.pdf
About Cotton Patch and Salcot Planting Co.
Cotton Patch and Salcot Planting Co. farm approximately 1,100 acres
in Pinal County, Arizona, consisting of six separate leaseholds.
Cotton Patch, is the lessee of two Arizona State Land Department
agricultural leases. Cy W. Salmons, Aaron M. Salmons, Charles Wm.
Salmons, and Christine A. Salmons own all of the equity of Salcot
Planting and they are the only members of the general partnership.
Both companies have no employees and they now primarily grow
cotton.
The Debtors sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Ariz. Case Nos. 18-04037 and 18-04038) on April 17,
2018. In the petitions signed by Cy W. Salmons, general partner,
the Debtors each had estimated assets of $1 million to $10 million
and liabilities of $1 million to $10 million.
Judge Brenda Moody Whinery presides over the cases.
CRT RECOVERY: U.S. Trustee Unable to Appoint Committee
------------------------------------------------------
No official committee of unsecured creditors has been appointed in
the Chapter 11 case of CRT Recovery, Inc. as of August 20,
according to a court docket.
About CRT Recovery Inc.
CRT Recovery, Inc., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-15248) on May 1,
2018. At the time of the filing, the Debtor disclosed that it had
estimated assets of less than $50,000 and liabilities of less than
$50,000. Judge Raymond B. Ray presides over the case. The Debtor
tapped the Law Office of Mark S. Roher, P.A. as its legal counsel.
CUMULUS MEDIA: Reports Operating Results for Second Quarter 2018
----------------------------------------------------------------
Cumulus Media Inc. on Aug. 20, 2018, reported operating results for
the three and six months ended June 30, 2018. The results for the
2018 periods reflect the combined results of the Successor and
Predecessor Companies in connection with the Company's emergence
from Chapter 11. For the three months ended June 30, 2018, the
Company reported net revenue of $285.2 million, down 1.8% from the
three months ended June 30, 2017, net income of $706.1 million and
Adjusted EBITDA of $66.4 million, which was down 1.5% from the
three months ended June 30, 2017. For the six months ended June
30, 2018, the Company reported net revenue of $548.9 million, down
1.0% from the six months ended June 30, 2017, net income of $701.1
million and Adjusted EBITDA of $106.6 million, which was up 0.5%
from the six months ended June 30, 2017. Net income for the three
and six months ended June 30, 2018 included after-tax gains
associated with the Company's emergence from Chapter 11 of $671.0
million and $641.0 million, respectively.
As previously disclosed, on November 29, 2017, the Company and
certain of its subsidiaries filed voluntary petitions for relief
under Chapter 11 of Title 11 of the United States Code ("Chapter
11") in the United States Bankruptcy Court for the Southern
District of New York (the "Court"). On May 10, 2018, the Court
entered an order confirming the Company's Plan of Reorganization
(the "Plan"). On June 4, 2018, the Plan became effective in
accordance with its terms and the Company emerged from Chapter 11.
The Company's operating results and key operating performance
measures on a consolidated basis, as well as within the Cumulus
Radio Station Group and Westwood One, were not materially impacted
by the reorganization. For the purposes of the analysis of the
results presented herein, the Company is presenting the combined
results of operations for (1) the period June 4, 2018 to June 30,
2018 of the Successor Company with the period April 1, 2018 to June
3, 2018 of the Predecessor Company, and (2) the period June 4, 2018
to June 30, 2018 of the Successor Company with the period January
1, 2018 to June 3, 2018 of the Predecessor Company. Although, this
presentation is not in accordance with accounting principles
generally accepted in the United States, the Company believes
presenting and analyzing the combined results allows for a more
meaningful comparison of results for the three and six month
periods ended June 30, 2018 to the three and six months ended June
30, 2017.
Mary Berner, President and Chief Executive Officer of CUMULUS MEDIA
said, "In the second quarter, we emerged from Chapter 11 with new
and supportive ownership, a billion dollars less debt and results
that demonstrate our operational and financial momentum, despite
industry challenges and the distractions posed by our Chapter 11
proceedings. Normalizing those results for $4.8 million of
write-offs related to United States Traffic Network's
well-publicized financial problems, our Adjusted EBITDA grew in the
quarter by 5.5%."
Ms. Berner continued, "Looking forward, we are excited about the
potential of our digital products, improved pricing and inventory
management across the entire platform and our young but
fast-growing podcasting business to supplement the performance of
our core business. These growth drivers, combined with our
continued focus on operating fundamentals, our reduced debt load,
our ability to generate significant free cash flow and our renewed
focus on optimization of our portfolio of assets, position us well
to build substantial shareholder value in the quarters and years to
come."
Three Months Ended June 30, 2018
Net Revenue
The Company operates in two reportable segments, the Cumulus Radio
Station Group and Westwood One. Cumulus Radio Station Group revenue
is derived primarily from the sale of broadcasting time to local,
regional and national advertisers. Westwood One revenue is
generated primarily through network advertising.
Corporate and Other includes overall executive, administrative and
support functions for both of the Company's reportable segments,
including accounting, finance, legal, human resources, information
technology functions and programming.
A fully copy of the Company's financial results for the second
quarter of 2018 is available at https://is.gd/Z2kBZQ
About Cumulus Media
Cumulus Media Inc. (OTCQX: CMLS) -- http://www.cumulus.com/-- is a
radio broadcasting company. The Company is also a provider of
country music and lifestyle content through its NASH brand, which
serves through radio programming, NASH Country Weekly magazine and
live events. Its product lines include broadcast advertising,
digital advertising, political advertising and non-advertising
based license fees. Its broadcast advertising includes the sale of
commercial advertising time to local, national and network clients.
Its digital advertising includes the sale of advertising and
promotional opportunities across its Websites and mobile
applications. Its across-the-nation platform generates content
distributable through both broadcast and digital platforms.
Based in Atlanta, Georgia, Cumulus Media Inc. and 36 of its
affiliates, including NY Radio Assets, LLC, and Westwood One, Inc.,
sought voluntary protection under Chapter 11 of the Bankruptcy Code
(Bankr. S.D.N.Y. Lead Case No. 17-13381) on Nov. 29, 2017.
In the petition signed by Richard Denning, senior vice president
and general counsel, the Debtors estimated assets of $1 billion to
$10 billion and estimated liabilities of $1 billion to $10
billion.
The case is assigned to Hon. Shelley C. Chapman.
The Debtors are represented by Paul M. Basta, Esq., Lewis R.
Clayton, Esq., Jacob A. Adlerstein, Esq., and Claudia R. Tobler,
Esq., at Paul, Weiss, Rifkind, Wharton & Garrison LLP, in New York.
PJT Partners LP serves as the Debtors' investment banker. Alvarez
& Marsal North America, LLC, serves as the Debtors' restructuring
advisor. EPIQ Bankruptcy Solutions, LLC, serves as the Debtors'
claims, notice and balloting agent.
The U.S. Trustee for Region 2 appointed an official committee of
unsecured creditors on Dec. 11, 2017. The Committee tapped Akin
Gump Strauss Hauer & Feld LLP as its legal counsel, and Moelis &
Company LLC as its financial advisor.
DAVID AINSWORTH: $550K Sale of Channelview Property to 305 Approved
-------------------------------------------------------------------
Judge Marvin Isgur of the U.S. Bankruptcy Court for the Southern
District of Texas authorized David W. Ainsworth, Sr.'s sale of the
real property located at 16001 Market, Channelview, Texas, more
specifically described as Lots 19, 20, 21 and 22, in Block 4 of De
Zavalla Acres, an addition in Harris County, Texas according to the
map or plat thereof recorded in Volume 12, Page 66 of the Map
Records of Harris County, Texas, to 305 Associates, LLC for
$550,0000.
The sale is free and clear of all liens, claims, encumbrances and
interests.
Disposition of sale proceeds will be subject to the Court's March
21, 2018, Order Authorizing Post Petition Liens on Estate Property
to Secure Related Non Debtor's Refinancing and Extension of Line of
Credit with Prosperity Bank, except as that Order is specifically
modified in the Prosperity Lift Stay Order and the Order. From the
proceeds of the sale at closing, the Debtor will instruct the title
company that is closing the transaction to pay Prosperity Bank the
balance due on the first mortgage on the Sold Property, and in
addition, after first deducting all closing costs, brokers
commissions, ad valorem taxes, and the amount need to pay off the
first mortgage, 50% of the remaining net proceeds from the sale of
the Sold Property, which will be applied to the Debtor's personal
guaranty of and pay down the outstanding balance due on his
Trucking Company's working capital line of credit.
Notwithstanding anything in the Motion or the Order to the
contrary, it is ordered that any and all delinquent ad valorem
taxes will be paid at closing along with the Debtor's projected pro
rata share of 2018 ad valorem taxes, and the liens which secure
payment of the 2018 taxes will remain in effect until such taxes
are paid in full.
Pursuant to Rule 6004(h) of the Federal Rules of Bankruptcy
Procedure, the Order will be effective immediately upon entry and
the 14-day stays under such rule is waived.
David W. Ainsworth, Sr. sought Chapter 11 protection (Bankr. S.D.
Tex. Case No. 17-20418) on Oct. 2, 2017. The Debtor tapped
Nathaniel Peter Holzer, Esq., at Jordan Hyden Womble Culbreth &
Holzer PC, as counsel.
DELMAC LLC: $950K Sale of Griswold Property to Titan Approved
-------------------------------------------------------------
Judge James J. Tancredi of the U.S. Bankruptcy Court for the
District of Connecticut authorized Delmac, LLC's sale of the real
property located at 134 Preston Road, Griswold, Connecticut to
Titan Commercial Development, LLC, for $950,000, pursuant to the
terms of their Real Property Purchase and Sale Agreement, dated
Nov. 30, 2017.
The Court held hearings on the Motion and Objections on June 21,
2018, July 10, 2018, Aug. 2, 2018, and Aug. 10, 2018.
The sale is free and clear of all claims, liens, interests, and
encumbrances.
The request for in camera review of Titan's financial resources to
close the Sale has been denied as moot based upon Titan's good and
sufficient showing of such capabilities upon the Hearings' record.
Delmac is authorized and directed to take any and all actions
reasonably necessary or appropriate to: (i) consummate the Sale
concerning the transfer of the Property to Titan within 60 days in
accordance with the PSA and Order; (ii) perform, consummate,
implement, and close fully on the Sale referenced within the PSA,
together with the Site Work Agreements, and undertake any action
that may be reasonably necessary, customary, or desirable to
implement the Order and the PSA; and (iii) perform the obligations
contemplated by the Order and the PSA, including all actions
reasonably requested by Titan in regard thereto.
Titan will not be liable for any broker's fee, finder's fee, or
similar fee relating in any matter to the Sale.
The Order is final order and is enforceable upon its entry, and to
the extent necessary under Bankruptcy Rules 5003, 9014, 9021, and
9002. The Court finds that there is no reason for delay in
implementing the Order and expressly directs entry of judgment as
set forth.
The stay imposed by Bankruptcy Rules 6004(h) and 7062 is modified
and will not apply to the Sale and the Order, and Delmac is
authorized and directed to promptly consummate and close the Sale.
Within seven days of the Closing, Delmac will file upon the docket
a Certificate of Closing specifying the date, time, and place of
the Closing and attach a Closing Statement summarizing the gross
proceeds, any adjustments, and any disbursements made at or in
connection with the Closing. Delmac will bring to the Closing such
amount required to pay any applicable transfer taxes, real estate
taxes, conveyance taxes, or other customary and ordinary
transaction costs and expenses of a sale on property. The sale
proceeds of $950,000 will be paid, in good funds, immediately and
directly to Griswold-Connecticut at the Closing.
About Delmac LLC
Based in Jewett City, Connecticut, Delmac, LLC, specializes in
non-residential building construction business. Delmac sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Conn.
Case No. 17-21848) on Dec. 4, 2017. In the petition signed by
Gregory T. Mackin, its managing member, the Debtor estimated assets
of less than $1 million and liabilities of $1 million to $10
million. The Law Offices of Ronald I. Chorches LLC is the Debtor's
legal counsel.
DPW HOLDINGS: Reports $7 Million Net Loss for Second Quarter
------------------------------------------------------------
DPW Holdings, Inc. has filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
available to common stockholders of $6.99 million on $7.44 million
of total revenue for the three months ended June 30, 2018, compared
to a net loss available to common stockholders of $2.06 million on
$1.82 million of total revenue for the three months ended June 30,
2017.
For the six months ended June 30, 2018, the Company reported a net
loss available to common stockholders of $13.05 million on $12.64
million of total revenue compared to a net loss available to common
stockholders of $3.06 million on $3.45 million of total revenue for
the six months ended June 30, 2017.
As of June 30, 2018, DPW Holdings had $53.44 million in total
assets, $21.90 million in total liabilities and $31.53 million in
total stockholders' equity.
As of June 30, 2018, the Company had cash and cash equivalents of
$1,518,000 an accumulated deficit of $36,551,000 and a negative
working capital of $5,112,000. In the past, the Company has
financed its operations principally through issuances of
convertible debt, promissory notes and equity securities. During
2018, the Company continued to successfully obtain additional
equity and debt financing and in restructuring existing debt.
"The Company expects to continue to incur losses for the
foreseeable future and needs to raise additional capital to
continue its business development initiatives and to support its
working capital requirements. In March 2017, the Company was
awarded a 3-year, $50 million purchase order by MTIX Ltd. ("MTIX")
to manufacture, install and service the Multiplex Laser Surface
Enhancement ("MLSE") plasma-laser system. Management believes that
the MLSE purchase order will be a source of revenue and generate
significant cash flows for the Company. Management believes that
the Company has access to capital resources through potential
public or private issuance of debt or equity securities. However,
if the Company is unable to raise additional capital, it may be
required to curtail operations and take additional measures to
reduce costs, including reducing its workforce, eliminating outside
consultants and reducing legal fees to conserve its cash in amounts
sufficient to sustain operations and meet its obligations. These
matters raise substantial doubt about the Company's ability to
continue as a going concern. The accompanying financial statements
do not include any adjustments that might become necessary should
the Company be unable to continue as a going concern."
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/4o8ObP
About DPW Holdings
Headquartered in Fremont, California, DPW Holdings, Inc., formerly
known as Digital Power Corp. -- http://www.DPWHoldings.com/-- is a
diversified holding company with a growth strategy of acquiring
undervalued assets, disruptive technologies, sustainable solutions,
and exciting ventures for incubation and development to their full
potential for long-term growth and investor returns. Through its
wholly owned subsidiaries and strategic investments, the company
provides mission-critical products that support a diverse range of
industries, including defense/aerospace, industrial,
telecommunications, medical, crypto-mining, and textiles.
DPW Holdings incurred a net loss of $10.89 million in 2017
following a net loss of $1.12 million in 2016. As of March 31,
2018, DPW Holdings had $38.49 million in total assets, $16.66
million in total liabilities and $21.83 million in total
stockholders' equity.
The report from the Company's independent accounting firm Marcum
LLP, in New York, on the consolidated financial statements for the
year ended Dec. 31, 2017, includes an explanatory paragraph stating
that the Company has a significant working capital deficiency, has
incurred significant losses and needs to raise additional funds to
meet its obligations and sustain its operations. These conditions
raise substantial doubt about the Company's ability to continue as
a going concern.
ENDURO RESOURCE: Reaches Settlement with Echo Production, Et Al.
----------------------------------------------------------------
BankruptcyData.com reported that Enduro Resource Partners filed
with the Court a settlement agreement by and among (a) Enduro
Operating and (b) Echo Production, Talus, Twin Montana, Cimarron
River Investments, CMW Interests, D2 Resources, Elger Exploration,
Plains Production, Solis Energy, The Allar Company, Ken Seligman,
and W. Glen Street, Jr. (the "Defendants", and together with Enduro
Operating, the "Litigation Parties") in connection with the
dismissal of litigation involving the Litigation Parties. The
motion notes, "If Enduro Operating were to be unsuccessful on
rehearing and any subsequent appeals, it would be obligated to pay
any verdict and, potentially, to pay attorney's fees in connection
with the lawsuit. In addition, the case could continue for another
several years, consuming the Debtors' time and resources and
causing potential delay and disruption to the Debtors’ wind down
and dissolution process. The Litigation Parties engaged in
good-faith negotiations to reach a full and final settlement
relating to the Litigation and the release of claims relating
thereto. These negotiations have culminated in the entry by the
Litigation Parties into the Settlement Agreement, which provides
for the mutual release by the Litigation Parties of all claims
related to the Litigation and the Dispute upon entry of the
Proposed Order, that no party shall be deemed liable on account of
the Litigation, and that each party shall bear its own expenses in
connection with the Litigation."
About Enduro Resource
Enduro Resource Partners LLC and its subsidiaries are independent
oil and natural gas companies engaged in the acquisition,
exploration, exploitation, development, and operation of oil and
gas properties. They have operated and non-operated oil and gas
assets in Texas, Louisiana, New Mexico, North Dakota, and Wyoming,
as well as royalty interests in certain properties in Montana.
Enduro Resource Partners LLC and five affiliates filed for Chapter
11 bankruptcy protection (Bankr. D. Del. Lead Case No. 18-11174) on
May 15, 2018. Enduro Royalty Trust, a publicly-traded Delaware
statutory trust formed on May 3, 2011, has not filed a chapter 11
petition and will also continue to operate in the normal course.
In the petition signed by Kimberly A. Weimer, vice president and
CFO, the Debtors estimated $100 million to $500 million in assets
and liabilities.
The Hon. Kevin Gross presides over the cases.
Michael R. Nestor, Esq., and Kara Hammond Coyle, Esq., at Young
Conaway Stargatt & Taylor, LLP; and George A. Davis, Esq., Caroline
A. Reckler, Esq., Matthew L. Warren, Esq., and Jason B. Gott, Esq.,
at Latham & Watkins LLP, serve as counsel to the Debtors. Evercore
Group, L.L.C., serves as the Debtors' financial advisor; and
Alvarez & Marsal North America, LLC, as the Debtors' restructuring
advisor. Kurtzman Carson Consultants LLC serves as the Debtors'
claims and noticing agent.
ENTRANIA SPRINGS: Taps Tarbox Law as Legal Counsel
--------------------------------------------------
Entrania Springs, L.P., seeks approval from the U.S. Bankruptcy
Court for the Northern District of Texas to hire Tarbox Law, P.C.
as its legal counsel.
The firm will assist the Debtor in any potential sale of its
assets; prepare a plan of reorganization; and provide other legal
services related to its Chapter 11 case.
Max Ralph Tarbox, Esq., the attorney who will be handling the case,
disclosed in a court filing that he has no connection with
creditors of the estate that have interests adverse to the Debtor.
The firm can be reached through:
Max Ralph Tarbox, Esq.
Tarbox Law, P.C.
2301 Broadway
Lubbock, TX 79401
Tel: (806) 686-4448
Fax: (806) 368-9785
Email: jessica@tarboxlaw.com
About Entrania Springs L.P.
Entrania Springs, L.P. is a privately-held company located at 604
E. Keeler St. Texline, Texas.
Entrania Springs sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Texas Case No. 18-20282) on August 13,
2018. In the petition signed by Karen Poole, limited partner, the
Debtor disclosed that it had estimated assets of $1 million to $10
million and liabilities of $10 million to $50 million.
Judge Robert L. Jones presides over the case.
ERNESTO GYUREC: BONY Did Not Violate Discharge Injunction, Ct. Says
-------------------------------------------------------------------
Appellant Ernesto Daniel Gyurec in the case captioned ERNESTO
DANIEL GYUREC, Appellant, v. THE BANK OF NEW YORK TRUST CO., N.A.,
Appellee, Case No. EDCV 18-12 R (C.D. Cal.), appeals a 2017 order
from the bankruptcy court declining to hold Appellee The Bank of
New York Trust Co., N.A. in contempt. Upon review of the facts
presented, District Judge Manuel L. Real denies Gyurec's appeal.
On November 23, 2012, the bankruptcy court entered a discharge
injunction, relieving Gyurec of any personal liability for debts
owed to BONY. The discharge injunction prohibited BONY from
"instituting or continuing any action or employing any process or
engaging in any act to collect such debts as personal liabilities
of [Gyurec]." Later, BONY brought a third unlawful detainer action
seeking to evict Gyurec from the property, which is pending. In the
meantime, Gyurec moved the bankruptcy court to enter an order to
show cause why BONY should not be held in contempt for violating
the discharge injunction. The bankruptcy court denied the motion.
Gyurec essentially contends that BONY violated the discharge
injunction by seeking to dispossess Gyurec from and enforce
ownership of the subject property even though BONY lacked valid
title. The Court disagrees. Gyurec has not established by clear and
convincing evidence that BONY violated the discharge injunction.
First, Gyurec argues that BONY did not have legal title to, or the
right to foreclose upon the subject property because the bankruptcy
court "disallowed" BONY's claim. Specifically, he argues that under
In re Blendheim, the claim disallowance voided the deed of trust,
extinguishing BONY's rights in the subject property. And because
BONY no longer had any property rights, BONY's efforts must be
construed as seeking a personal debt against Gyurec in violation of
the discharge injunction.
In Blendheim, the Ninth Circuit held that where a pre-foreclosure
creditor's secured claim had been "disallowed" in a bankruptcy
proceeding, the bankruptcy court was authorized to void the lien
securing that claim. Here, however, BONY did not hold a claim
against Gyurec at the time BONY's claim was disallowed. Rather,
BONY had already foreclosed upon and held title to the subject
property. BONY's claim was extinguished by then. The bankruptcy
court correctly concluded that the order disallowing BONY's claim
was moot because BONY had already acquired title to the subject
property.
Next, Gyurec argues that the bankruptcy court erred because it
failed to apply issue preclusion to issues already decided in the
unlawful detainer actions. According to Gyurec, because the
unlawful detainer courts found that there was a defect in BONY's
title to the subject property, the bankruptcy court should have
adopted these findings and concluded that BONY's title was
invalid.
Gyurec's argument fails, ironically, because issue preclusion
actually bars Gyurec from re-litigating whether the unlawful
detainer actions render BONY's title to the subject property
defective. In apparent bad faith, Gyurec neglects to mention that
the California Court of Appeal decided this exact issue--and
apparently rejected Gyurec's exact same argument premised on
California Code of Civil Procedure 1161a--in the Quiet Title State
Action. The same parties litigated this issue, the California Court
of Appeal extensively analyzed and necessarily decided this issue
in favor of BONY, the decision was final and on the merits, and
public policy favors conserving judicial resources and prohibiting
parties like Gyurec from seeking inconsistent rulings. Therefore,
the bankruptcy court did not err in ignoring the unlawful detainer
actions.
Gyurec has not established by any evidence, let alone clear and
convincing evidence, that BONY violated the discharge injunction.
Therefore, the bankruptcy court did not abuse its discretion in
declining to hold BONY in contempt.
A copy of the Court’s Order dated August 2, 2018 is available at
https://bit.ly/2L6VxXJ from Leagle.com.
Ernesto Daniel Gyurec, Appellant, represented by Donald Walter Reid
, Goe and Forsythe LLP & Robert P. Goe -- rgoe@goeforlaw.com --
Goe and Forsythe LLP.
The Bank of New York Trust Co., N.A., Appellee, represented by Gary
E. Devlin -- gdevlin@hinshawlaw.com -- Hinshaw and Culbertson LLP.
Ernesto Daniel Gyurec filed a Chapter 11 bankruptcy petition
(Bankr. C.D. Calif. Case No. 09-14497) March 11, 2009.
ESBY CORP: Yadkin/First Bank Split Claim to Get $385 for 18 Months
------------------------------------------------------------------
Esby Corporation filed with the U.S. Bankruptcy Court for the
Middle District of North Carolina, Winston-Salem Division, an
amended Chapter 11 plan, dated August 1, 2018.
The Amended Plan proposes to pay the Debtor's creditors from the
cash flow, derived from future income. The Plan provides for 1
class of administrative claims; 1 class of priority claims; 3
classes of secured claims; 1 split (partially secured claim); 1
class of unsecured claims; and 1 class of equity security holders.
The Plan provides for ongoing payments to secured creditors and for
the payment of priority claims. The sole unsecured debt of the
Debtor is a split claim held by First National Bank of
Pennsylvania, the successor of Yadkin Bank. It is anticipated
that, based upon equity in the real property, that the unsecured
portion of the First National Bank debt will be paid in full in the
course of the plan.
The Amended Plan proposes the following classification and
treatment of claims:
* Class 1: Administrative Claims. Administrative costs and
expenses approved by the Court shall be paid in cash and in full,
including accruals to date of payment, within 10 days from the
Effective Date or upon entry of an Order allowing such
Administrative Claim, whichever is later, except that professional
fees shall be paid in full upon entry of an Order allowing the
same, or pursuant to any agreement between the Debtor and the
claimant holding an Allowed Administrative Claim.
In the event that funds are not available to pay such costs and
expenses within 10 days from the Effective Date, then each holder
of such a claim that agrees to receive payments over time will
receive payments from the Debtor until paid in full. Such claims
remaining unpaid 10 days following the Effective Date shall accrue
interest at a rate of 6% per annum.
It is not presently anticipated that attorney's fees will be
paid by the Debtor. An Examiner was appointed by the Court in this
case. It is anticipated that some ongoing fees will be accrued by
and paid to the Examiner (at least through the date of confirmation
of a Plan). Any such Examiner fees will be administrative costs.
Class 1 is deemed impaired under the Amended Plan.
* Class 2: Tax Claims. Costs and expenses of administration, if
any, shall be paid in cash and in full including accruals to date
of payment within 30 days from the Effective Date. The Debtor does
not anticipate any cost of administrative tax claims.
Unsecured priority tax claims, described in Section 507(a)(8)
shall be paid in full in monthly installments over a period not
exceeding 5 years from the Petition Date. Payments shall commence
on the 15th day of the first full month following the Effective
Date, shall continue monthly thereafter, with interest at the
statutory rate as of the Confirmation Date.
Secured claimants shall retain their secured interest in the
property of the Debtor. The taxing authority shall retain its lien
and secured status as to the underlying secured tax liability. The
Debtor shall pay these claims over a period not exceeding 5 years
from the Petition Date. A lump sum payment will be made upon the
sale of the Pine St. Property to satisfy the taxes outstanding
against such real estate (and which account for the majority of the
tax claims). Monthly payments will continue thereafter in an
amount sufficient to pay the full outstanding balance of this claim
with interest within 60 months of the filing date.
Unsecured general tax claims, if any, will be treated as General
Unsecured Claims.
Class 2 is unimpaired.
* Class 3: Wells Fargo. Wells Fargo shall retain its lien with
the priority on the properties located at 3155 W. Innes St. and
3175 W. Innes St., Salisbury, Rowan County, North Carolina, as
existed on the Petition Date, until its Claim is paid as outlined
herein. The Debtor proposes to make monthly principal and interest
payments to Wells Fargo in the monthly sum of $850 per month, with
interest accruing at the rate of 6% per annum. Payments will be on
the 20th day of each month with no requirement of demand. The
monthly obligation shall be in default if not made by the due date,
or within the 8 day cure period thereafter. The obligation to
Wells Fargo will mature on June 20, 2019, at which time the full
remaining balance shall be due and payable, including all fees and
costs pursuant to Section 506(b).
Upon an event of default or maturation, Wells Fargo shall be
entitled to foreclose on its collateral after providing the Debtor
without the need for further approval of the Court.
Class 3 is impaired.
* Class 4: First Bank. Esby Corporation executed a promissory
note to First Bank on or about January 23, 2009, in the original
principal amount of $40,750. Thereafter the First Bank and Esby
Corporation entered into a change in terms agreement dated March
25, 2014, at which the principal amount of the loan was $35,593.92.
First Bank holds a lien against 3145 W. Innes St., Salisbury,
Rowan County, North Carolina.
First Bank shall retain its lien with the priority on the
property located at 3145 W. Innes St., Salisbury, Rowan County,
North Carolina, as it existed on the Petition Date, until its Claim
is paid as outlined herein. The Debtor proposes to re-amortize the
mortgage held by First Bank at a 6% rate over 15 years with
payments of $300 per month. Payments will begin on the 1st day of
the first full month following the Effective Date of the Plan. A
balloon payment of the full outstanding principal balance shall be
due 36 months from the Effective Date of the Plan.
Failure to make any payment within 15 days of the due date shall
constitute an event of default. Creditor shall be entitled to
foreclose its collateral after providing the Debtor with notice of
default and 15 days to cure such default without need for further
approval of the Court.
Class 4 is impaired.
* Class 5: First Bank. Esby Corporation executed a promissory
note to First Bank on or about July 3, 2007, in the original
principal amount of $296,250. Thereafter the First Bank and Esby
Corporation entered into a change in terms agreement dated November
26, 2012, at which the principal amount of the loan was $279,504.
First Bank holds a lien against 12 Pine Tree Road, Salisbury, Rowan
County, North Carolina.
First Bank shall retain its lien with the priority on the
property located at 12 Pine Tree Road, Salisbury, Rowan County,
North Carolina, as it existed on the Petition Date, until its Claim
is paid as outlined herein. This obligation shall be treated as
fully secured. The Debtor proposes to make interest only payments
at the rate of 5.50% monthly in the amount of $1,220 for a period
of 18 months following the date of Confirmation of the Plan during
which time the property will be marketed and sold. If a buyer is
not obtained within 18 months of the Effective Date of the Plan,
the stay will lift and First Bank shall be entitled to pursue its
state court remedies.
Failure to make any payment within 15 days of the due date shall
constitute an event of default. Creditor shall be entitled to
foreclose its collateral after providing the Debtor with notice of
default and 15 days to cure such default without need for further
approval of the Court.
Class 5 is impaired.
* Class 6: Yadkin Bank/ First Bank (Split Claim). Esby
Corporation executed a promissory note to Yadkin Bank on or about
July 3, 2007, in the principal amount of $98,750. Thereafter,
Yadkin Bank and Esby Corporation entered into several subsequent
change in terms agreement dated September 25, 2009, October 28,
2010, May 13, 2014, and August 22, 2014, respectively. The
principal amount of the loan as of final change in terms agreement
was $89,619.53. First National Bank of Pennsylvania (First Nation
Bank) is the successor-in-interest to Yadkin Bank. Yadkin/First
National Bank holds a second lien against 12 Pine Tree Road,
Salisbury, Rowan County, North Carolina. This obligation is
presently subject to non-bankruptcy related litigation in Wake
County, North Carolina, namely Yadkin Bank vs. Bobby Clay Lindsay
Jr.; Connie F. Lindsay; Esby Corporation; and BCL One, 16 CVS
5250.
Yadkin/First National Bank shall retain its lien with the
priority on the properties located 12 Pine Tree Road, Salisbury,
Rowan County, North Carolina, as it existed on the Petition Date
pursuant to Section 1129(b)(2)(A)(i)(L), until its Claim is paid as
outlined herein. The property will be marketed and sold within 18
months of the date of the confirmation of the Plan. Yadkin/First
National Bank will be deemed secured to the extent of the equity in
the collateral securing its claim, and will receive all excess
proceeds from the sale of 12 Pine Tree Road over and above those
necessary to pay outstanding taxes, the first mortgage holder, and
expenses related to the sale. If a buyer is not obtained within 18
months of the Effective Date of the Plan, the stay will lift and
First Bank shall be entitled to pursue its state court remedies.
During the marketing period, the Debtor proposes to make
interest only payments at the rate of 5.5% monthly in the amount of
$385.50 for a period of up to 18 months following the date of Plan
Confirmation during which time the property will be marketed and
sold. (For purposes of determining adequate protection payments
First Nation Bank will be deemed secured to the extent of
$83,854.79, based upon the petition value less the first mortgage
holder.)
The remaining balance of the claim of First Nation Bank, over
and above the excess proceeds of the sale of 12 Pine Tree Road,
will be deemed unsecured. Payments on the unsecured portion of the
First National Bank claim will be made regularly in monthly
installments, and will begin within 24 months from Confirmation,
and completed over the course of 60 months following the sale date
of 12 Pine Tree Road. The balance of the claim of First National
Bank will be as ultimately determined by the outcome of the state
court litigation in Yadkin Bank vs. Bobby Clay Lindsay Jr.; Connie
F. Lindsay; Esby Corporation; and BCL One, 16 CVS 5250.
Class 6 is impaired.
* Class 7: General Unsecured Claims. There are no known General
Unsecured Claims. Any allowed Unsecured Claims will be paid a
pro-rata distribution based upon the equity from the liquidation
value of the bankruptcy estate with payments to commence in 24
months of the Effective Date of the Plan.
* Class 8: Equity Security Holders. The equity security holders
shall retain his ownership interest upon confirmation of the Plan.
Class 8 is impaired.
The Amended Plan contemplates a continuation of the Debtor's
business. The Debtor intends to satisfy creditor claims from the
income earned through continued operations of its business as well
as the sale or refinancing of the real property assets of the
Debtor. Any additional proceeds would be applied to other claims
in order of priority. To the extent that income generated from
rental proceeds and the sale or refinance real property fail to
provide sufficient cash flow for the implementation of the Amended
Plan, Equity Security Holders may be requested to make additional
capital contributions.
A copy of the Amended Plan from PacerMonitor.com is available at
https://tinyurl.com/y7ylsfbo at no charge.
About Esby Corporation
Esby Corporation sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D.N.C. Case No. 17-50228) on March 2,
2017. At the time of the filing, the Debtor estimated assets and
liabilities of less than $1 million. Brian P. Hayes, Esq., at the
law firm Ferguson, Hayes, Hawkins & DeMay, PLLC, serves as the
Debtor's bankruptcy counsel.
ETCHER FARMS: Hires Genske Mukder as Financial Advisors & Bankers
-----------------------------------------------------------------
Etcher Farms, Inc., Etcher Family Farms LLC, and Elmwood Farms, LLC
seek authority from the United States Bankruptcy Court for Southern
District of Iowa to employ Genske, Mulder & Co. as General
Reorganization Financial Advisors, Investment Bankers, and Tax
Accountants.
The Debtors initially hired Brent King and GlassRatner Advisory &
Capital Group, LLC as their Chief Restructuring Officer, Financial
Advisor and Investment Banker. On or about June 12, 2018, the
Debtors terminated their engagement with GlassRatner and decided to
engage Genske Mulder.
The Debtors initially filed their Application to Employ Genske
Mulder on June 8, 2018, and on June 20, the Court denied the
Application for failure to meet the requirements of Rule 2014(a) of
the Federal Rules of Bankruptcy Procedure. Accordingly, the
Debtors filed an Amended Application to address the prior
deficiencies in the initial application and expand the engagement
of Genske Mulder to include the role of Financial Advisor.
Genske Mulder is expected to render these services:
(a) assist the Debtors in their financial responsibilities as
Debtors and Debtors in Possession under the Chapter 11 and U.S.
Trustee Guidelines;
(b) assist the Debtors, their General Reorganization Counsel,
including but not limited to plan formulation, and provide
reporting as necessary to assist in preparing required monthly
reports for the Court and the Office of the U.S. Trustee; and
(c) provide court testimony when needed.
As Chief Restructuring Officer, Genske Mulder will:
(a) Serve as Chief Restructuring Officer of the Debtors'
dairy farming operations;
(b) Direct lead and coordinate the efforts of the
bankruptcy professionals;
(c) Responsibly and efficiently manage all bankruptcy
related components of the Debtors' business;
(d) Participate in bankruptcy hearings as needed;
(e) Maintain communication with creditors, unsecured
creditors and their committee, counsel and other stakeholders as
needed;
(f) Testify before court as needed;
(g) Perform other standard CRO related activities as
needed to support success;
As Financial Advisor, Genske Mulder will:
(a) Assist in producing financial statement documents
that support the Case;
(b) Assist in the analysis of the Debtors' business and
advise on its strategic and tactical plans;
(c) Assist in preparing operations reports, financial
reports, monthly operating reports and pleadings for the case;
(d) Assist in negotiations with creditors, shareholders
and other parties in interest;
(e) Assist in the preparations of cash flow models and
weekly reconciliations;
(f) Participate in bankruptcy court hearings in matters
about which Genske Mulder has provided advice, has subject matter
expertise or can testify as a fact witness;
(g) Assist with valuation or other analyses in support of
a restructuring plan;
(h) Assist with the formulation, evaluation and
implementation of a restructuring plan or plan of reorganization in
the case; and
(i) Communicate with the Debtors' counsel, management and
shareholders as needed;
As Investment Banker, Genske Mulder will:
(a) Refinance all or part of the Debtors' debt;
(b) Raise debt for the Debtors' business;
(c) Raise equity for the Debtors' business;
(d) Raise DIP and Chapter 11 exit financing; and
(e) Conduct a sale of all or part of the Debtors'
business;
As Tax Advisor, Genske Mulder will:
(a) Prepare the Debtors' federal and state income tax
returns for the business; and
(b) Prepare any bookkeeping entries that we find
necessary in connection with preparation of the income tax
returns.
Genske Mulder will render services to the Debtors at these hourly
rates:
Partners $225 - $305
Managers $140 - $200
Staff $110 - $150
The Debtors propose to pay a $6,000 post-petition retainer to
guarantee payment of the firm's services in the Chapter 11 case.
Genske, Mulder & Co. LLP believes that it does not have any
interest adverse to the Debtors or their estates as that term is
used in Bankruptcy Code Section 327(a). It believes it is a
"disinterested person" as that term is defined in Bankruptcy Code
Section 101(14).
Genske, Mulder & Co. LLP does not have any connections with the
Debtors (other than in their role as their accountant), their
creditors, any other party in interest, their respective attorneys
and accountants, the U.S. Trustee or any person employed in the
office of the U.S. Trustee.
Genske Mulder can be reached at:
Paul Mulder, C.P.A
GENSKE, MULDER & COMPANY, LLP
4150 Concours St., Suite 250,
Ontario, CA 91764,
Tel: 909-483-2100
Fax: 909-483-2109
Web: www.genskemulder.com
About Etcher Farms, Etcher Family Farms
and Elmwood Farms
Etcher Farms, Inc., Etcher Family Farms LLC, and Elmwood Farms, LLC
are privately held companies in Lovilia, Iowa, in the dairy farms
business. They own a cropland and dairy complex located in Monroe
County.
Etcher Farms, Inc., Etcher Family Farms LLC, and Elmwood Farms, LLC
simultaneously filed voluntary petitions for relief under Chapter
11 of the Bankruptcy Code: Etcher Farms, Inc. (Bankr. S.D. Iowa
Case No. 18-00554); Etcher Family Farms, LLC (Bankr. S.D. Iowa Case
No. 18-00555); and Elmwood Farms, LLC (Bankr. S.D. Iowa Case No.
18-00556) on March 19, 2018.
In the petitions signed by Scott Etcher, the Debtors' vice
president and CEO, the Debtors disclosed $16,590,000 in assets and
$10,000,000 in liabilities for Etcher Farms, Inc.; $7,230,000 in
assets and $6,840,000 in liabilities for Etcher Family Farms; and
$3,870,000 in assets and $4,670,000 in liabilities for Elmwood
Farms, LLC.
The Hon. Lee M. Jackwig presides over the Debtors' cases. Jeffrey
D. Goetz, Esq., and Krystal R Mikkilineni, Esq., at Bradshaw,
Fowler, Proctor & Fairgrave, P.C., serve as the Debtors' counsel.
FC GLOBAL: Michael Singer Quits from Board of Directors
-------------------------------------------------------
Effective Aug. 15, 2018, Michael Singer resigned as chairman and a
member of FC Global Realty Incorporated's Board of Directors as
well as from his membership in the Board's Audit, Compensation and
Nominations and Corporate Governance Committees; he had served as
chairman of the Audit Committee. Mr. Singer did not provide a
reason for his resignation in his resignation letter to the
Company.
About FC Global Realty
Formerly known as PhotoMedex, Inc., FC Global Realty Incorporated
(and its subsidiaries) founded in 1980, is transitioning from its
former business as a skin health company to a company focused on
real estate development and asset management, concentrating
primarily on investments in high quality income producing assets,
hotel and resort developments, residential developments and other
opportunistic commercial properties. The company is headquartered
in New York.
As of March 31, 2018, FC Global had $6.79 million in total assets,
$8.86 million in total liabilities, $5.03 million in redeemable
convertible preferred stock Series B and a total stockholders'
deficit of $7.10 million. As of June 30, 2018, the Company had
$5.89 million in total assets, $6.22 million in total liabilities,
$2.54 million in redeemable convertible preferred stock series B,
and a total stockholders' deficit of $2.87 million.
The report from the Company's independent accounting firm Fahn
Kanne & Co. Grant Thornton Israel, in Tel Aviv, Israel, on the
consolidated financial statements for the year ended Dec. 31, 2017,
includes an explanatory paragraph stating that the Company has
incurred net losses for each of the years ended Dec. 31, 2017 and
2016 and has not yet generated any revenues from real estate
activities. As of Dec. 31, 2017, there is an accumulated deficit
of $134.45 million. These conditions, along with other matters,
raise substantial doubt about the Company's ability to continue as
a going concern.
FC GLOBAL: Posts Second Quarter Net Income of $1.68 Million
-----------------------------------------------------------
FC Global Realty Incorporated has filed with the Securities and
Exchange Commission its Quarterly Report on Form 10-Q reporting net
income attributable to common stockholders and participating
securities of $1.68 million on $11,000 of rental income for the
three months ended June 30, 2018, compared to net income
attributable to common stockholders and participating securities of
$1.13 million on $0 of rental income for the three months ended
June 30, 2017.
For the six months ended June 30, 2018, the Company reported a net
loss attributable to common stockholders and participating
securities of $2 million on $11,000 of rental income compared to a
net loss attributable to common stockholders and participating
securities of $710,000 on $0 of rental income for the same period
last year.
As of June 30, 2018, the Company had $5.89 million in total assets,
$6.22 million in total liabilities, $2.54 million in redeemable
convertible preferred stock series B, and a total stockholders'
deficit of $2.87 million.
As of June 30, 2018, the Company had an accumulated deficit of $137
million and the Company incurred an operating loss for the six
months ended June 30, 2018 of approximately $2 million. Subsequent
to the sale of the Company's last significant business unit, the
consumer products division, and to date, the Company has dedicated
most of its financial resources to general and administrative
expenses associated with its ongoing business of real estate
development and asset management.
As of June 30, 2018, the Company's cash and cash equivalents
amounted to $892,000. While the Company is a party to a Securities
Purchase Agreement with Opportunity Fund I-SS, LLC, and has raised
certain funds under that agreement in both 2017 and in 2018 through
the date of the financial statements, OFI has no obligation to
continue to invest in the Company, and there are restrictions
placed by OFI on the use of these funds. The Company has
historically financed its activities with cash from operations, the
private placement of equity and debt securities, borrowings under
lines of credit and, in the most recent periods with sales of
certain assets and business units. The Company will be required to
obtain additional liquidity resources in order to support its
ongoing operations.
According to FC Global, "At this time, there is no guarantee that
the Company will be able to obtain an adequate level of financial
resources required for the short and long-term support of its
operations or that the Company will be able to obtain additional
financing as needed, or meet the conditions of such financing, or
that the costs of such financing may not be prohibitive. These
conditions raise substantial doubt about the Company's ability to
continue as a going concern. The accompanying condensed
consolidated financial statements do not include any adjustments to
reflect the possible future effects on recoverability of assets and
classification of liabilities that may result from the outcome of
this uncertainty."
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/5BB2Ct
About FC Global Realty
Formerly known as PhotoMedex, Inc., FC Global Realty Incorporated
(and its subsidiaries) founded in 1980, is transitioning from its
former business as a skin health company to a company focused on
real estate development and asset management, concentrating
primarily on investments in high quality income producing assets,
hotel and resort developments, residential developments and other
opportunistic commercial properties. The company is headquartered
in New York.
As of March 31, 2018, FC Global had $6.79 million in total assets,
$8.86 million in total liabilities, $5.03 million in redeemable
convertible preferred stock Series B and a total stockholders'
deficit of $7.10 million.
The report from the Company's independent accounting firm Fahn
Kanne & Co. Grant Thornton Israel, in Tel Aviv, Israel, on the
consolidated financial statements for the year ended Dec. 31, 2017,
includes an explanatory paragraph stating that the Company has
incurred net losses for each of the years ended Dec. 31, 2017 and
2016 and has not yet generated any revenues from real estate
activities. As of Dec. 31, 2017, there is an accumulated deficit
of $134.45 million. These conditions, along with other matters,
raise substantial doubt about the Company's ability to continue as
a going concern.
GARY REED ENTERPRISES: Case Summary & 20 Top Unsecured Creditors
----------------------------------------------------------------
Debtor: Gary Reed Enterprises Inc.
dba Hair Zoo
1673 Empire Blvd
Webster, NY 14580
Business Description: Gary Reed Enterprises Inc. --
https://www.hairzoo.com -- is a family
owned full service hair salon company
serving men, women, kids and seniors.
Hairzoo has locations in California and
New York.
Chapter 11 Petition Date: August 21, 2018
Court: United States Bankruptcy Court
Western District of New York (Rochester)
Case No.: 18-20869
Judge: Hon. Warren, U.S.B.J.
Debtor's Counsel: David L. Rasmussen, Esq.
DAVIDSON FINK, LLP
28 East Main Street, Suite 1700
Rochester, NY 14614
Tel: 585-756-5952
Fax: 758-5105
Email: drasmussen@davidsonfink.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Gary Reed, Sr., president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at:
http://bankrupt.com/misc/nywb18-20869.pdf
GIGA-TRONICS: Sold 7,840 Additional Shares of Series E Pref. Stock
------------------------------------------------------------------
Giga-tronics Incorporated issued and sold 7,840 additional shares
of its 6.0% Series E Senior Convertible Voting Perpetual Preferred
Stock to 5 investors in a private placement pursuant to a
Securities Purchase Agreement on Aug. 17, 2018.
The purchase price for each Series E Share was $25.00, resulting in
total gross proceeds of $196,000. Emerging Growth Equities, Ltd.
served as the Company's exclusive placement agent in connection
with the private placement. Fees payable to Emerging Growth
Equities, Ltd. at completion of the transaction were 5% of gross
proceeds, plus warrants to purchase 5% of the number of common
shares into which the Series E shares can be converted (100 common
shares) at an exercise price of $0.25 per share. Proceeds to the
Company after fees and expenses will be approximately $188,600.
The Company expects to use the proceeds for working capital and
general corporate purposes.
On Aug. 16, 2018, prior to completing the sale of Series E Shares,
the Company filed with the California Secretary of State an
amendment to the Certificate of Determination for the Series E
Shares, increasing the number of preferred shares designated as
Series E Shares from 60,000 to 70,000.
About Giga-tronics
Headquartered in Dublin, California, Giga-tronics Incorporated is a
publicly held company, traded on the OTCQB Capital Market under the
symbol "GIGA", that produces an Advanced Signal Generator (ASG) and
an Advanced Signal Analyzer (ASA) for the electronic warfare market
and YIG (Yttrium, Iron, Garnet) RADAR filters used in fighter jet
aircraft.
Giga-Tronics reported a net loss of $3.10 million for the year
ended March 31, 2018, compared to a net loss of $1.54 million for
the year ended March 25, 2017. As of June 30, 2018, the Company
had $6.37 million in total assets, $5.07 million in total
liabilities and $1.29 million in total shareholders' equity.
GRAND VIEW FINANCIAL: Scheduling Order on Property Sale Entered
---------------------------------------------------------------
Judge Robert Kwan of the U.S. Bankruptcy Court for the Central
District of California has entered a scheduling order on Grand View
Financial LLC's bidding procedures in connection with the sale of
the real property free and clear of all liens, claims, encumbrances
and interests.
A hearing on the Motion was held on Aug. 7, 2018 at 2:30 p.m.
Any discovery pertaining to the Motion must be completed by Dec.
31, 2018.
A status conference regarding the Motion will be conducted on Jan.
8, 2019, at 1:30 p.m. No written status report is required to be
filed for the status conference, and parties may orally discuss the
status of the Motion and related discovery and scheduling issues.
About Grand View Financial
Formed in 2015, Grand View Financial LLC is a Wyoming limited
liability company in the business of acquiring distressed real
property. Grand View Financial sought protection under Chapter 11
of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 17-20125) on Aug.
17, 2017. In the petition signed by Steve Rogers, its managing
member, the Debtor disclosed $29.88 million in assets and $39.71
million in liabilities. Judge Julia W. Brand presides over the
case. Levene, Neale, Bender, Yoo & Brill LLP serves as the
Debtor's legal counsel.
GT REALTY: Case Summary & Unsecured Creditor
--------------------------------------------
Debtor: GT Realty Holdings LLC
501 Atlantic Avenue
Freeport, NY 11520
Business Description: GT Realty Holdings LLC is a privately held
company engaged in activities related to
real estate.
Chapter 11 Petition Date: August 21, 2018
Court: United States Bankruptcy Court
Eastern District of New York (Central Islip)
Case No.: 18-75679
Judge: Hon. Louis A. Scarcella
Debtor's Counsel: Mark A. Frankel, Esq.
BACKENROTH FRANKEL & KRINSKY LLP
800 Third Avenue
11th Floor
New York, NY 10022
Tel: (212) 593-1100
Fax: (212) 644-0544
E-mail: mfrankel@bfklaw.com
Total Assets: $2,504,320
Total Liabilities: $2,604,914
The petition was signed by Christopher Gebbia, managing member.
The Debtor lists Peter Titone and Rosalie Titone as its sole
unsecured creditor holding a claim of $104,914.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/nyeb18-75679.pdf
GUMP'S HOLDINGS: U.S. Trustee Forms 5-Member Committee
------------------------------------------------------
The U.S. Trustee for Region 17 on August 20 appointed five
creditors to serve on the official committee of unsecured creditors
in the Chapter 11 cases of Gump's Corp. and Gump's By Mail, Inc.
The committee members are:
(1) LSC Communications
Attn: Dan Pevonka
4101 Winfield Rd.
Warrenville, IL 60555
(2) Buccellati Inc.
Attn: Randal Soto
714 Madison Avenue
New York, NY 10065
(3) Seko Worldwide LLC
Attn: Pete Iacobellis
1100 Arlington Heights Rd.
Itasca, IL 60143
(4) Barbara Heinrich Studio
Attn: Barbara Krapf
77 E. Jefferson Rd.
Pittsford, NY 14534
(5) Regency International Business
Attn: Ann Bogosian
50 Broadway, 3rd Floor
New York, NY 10004
Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense. They may investigate the debtor's business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.
About Gump's Holdings
Gump's Holdings, LLC -- http://www.gumps.com/-- operates as a
holding company. The company, through its subsidiaries, sells
furniture, lighting, rugs, linens, apparel and jewelry.
Gump's Holdings, Gump's Corp. and Gump's By Mail, Inc. sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev.
Case Nos. 18-14683 to 18-14685) on Aug. 3, 2018.
In the petitions signed by Tony Lopez, CFO and chief operating
officer, the Debtor disclosed these assets and liabilities:
Assets Liabilities
------------ ------------
Gump's Holdings, LLC $47,031 $16,456,335
Gump's Corp. $9,812,318 $23,713,258
Gump's By Mail, Inc. $4,198,319 $23,755,942
The Debtors tapped Garman Turner Gordon LLP as counsel, and Lincoln
Partners Advisors LLC as financial advisor. Donlin, Recano &
Company Inc. is the claims and notice agent.
HARDES HOLDING: Liquidation Analysis Modified in Latest Plan
------------------------------------------------------------
Hardes Holding, LLC filed an amended disclosure statement
explaining its plan of reorganization dated August 6, 2018.
The latest plan made several changes to the Debtor's liquidation
analysis. All real estate values were reduced by 20% assuming a
reduced sale value if liquidated in a Chapter 7, and due to current
ag economy conditions.
A copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/sdb17-30039-116.pdf
About Hardes Holding
Based in Miller, South Dakota, Hardes Holding, LLC, is in the
business of grain farming & real estate rental. Hardes Holding
filed a Chapter 11 petition (Bankr. D.S.D. Case No. 17-30039) on
Dec. 4, 2017. Wade Hardes, authorized representative, signed the
petition. As of Dec. 4, 2017, the Debtor had total assets of
$21.42 million and liabilities amounting to $11.17 million.
The Hon. Charles L. Nail, Jr., presides over the case. Clair R.
Gerry, Esq., at Gerry& Kulm Ask, Prof. LLC, is the Debtor's
bankruptcy counsel.
No official committee of unsecured creditors has been appointed in
the Debtor's case.
HELIOS AND MATHESON: APEX Trading Acquires 611,600 Common Shares
----------------------------------------------------------------
APEX Trading Group, Inc. disclosed in a Schedule 13D filed with the
Securities and Exchange Commission that as of Aug. 16, 2018, it
beneficially owns 611,600 shares of common stock of Helios and
Matheson Analytics Inc., which represents greater than 5 percent of
the Company's shares outstanding.
APEX, a corporation incorporated under the laws of the People's
Republic of China, provides global diversified infrastructure and
financial services. The principal business address and principal
office address of APEX is Room 1816, Zhonghuan International
business building, No.105, Zhongshan North Road, Gulou District,
Nanjing City, Jiangsu province.
On Aug. 16, 2018, APEX purchased 611,600 shares of Helios and
Matheson Analytics Inc. common shares in the open market, with a
PosAvgPrc of 0.04658.
A full-text copy of the regulatory filing is available at:
https://is.gd/bsMsRP
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 June 30, 2018, Helios and
Matheson had $175.29 million in total assets, $138.73 million in
total liabilities and $36.55 million in total stockholders'
equity.
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.
Stock May be Subject to Delisting from Nasdaq
On June 21, 2018, Helios and Matheson received a deficiency letter
from the Nasdaq Listing Qualifications Department notifying it
that, for the prior 30 consecutive business days, the closing bid
price for its common stock had closed below the minimum $1.00 per
share requirement for continued listing on The Nasdaq Capital
Market pursuant to Nasdaq Listing Rule 5550(a)(2). In accordance
with Nasdaq Listing Rules, the Company has been given 180 calendar
days, or until Dec. 18, 2018 to regain compliance with the Minimum
Bid Price Requirement.
HERITAGE HOME: Proposes Key Employee Pay Programs
-------------------------------------------------
BankruptcyData.com reported that Heritage Home Group filed with the
Court redacted versions of its Key Employee Incentive Plan (KEIP)
and Key Employee Retention Plan (KERP). The motion notes, "The KEIP
provides for potential incentive payments (in each case, a 'KEIP
Payment') to two (2) senior executives, the Debtors' Chief
Executive Officer (the 'CEO') and Chief Operating Officer (the
'COO' and together with the CEO, the 'KEIP Participants'). Payments
under the KEIP will be based on the successful sale, or sales, of
substantially all of the Debtors' assets within a range of target
price levels. The aggregate amount available under the KERP Program
is $1,258,500, which is comprised of $1,008,500 for identified KERP
Participants and an additional $250,000 allocated to a
discretionary pool for employees who may be added later on an
as-needed basis. The KERP Participants have salaries ranging from
$41,205 to $290,000, a mean salary of $135,961, a median salary of
$127,615." The Debtors also filed with the Court a motion to file
under seal certain information contained in the KEIP and KERP. The
seal motion explains, "In addition to the significant privacy
concerns for the individual KERP Participants, who are not insiders
of the Debtors, the public disclosure of such information could
provide the Debtors' competitors with an 'unfair advantage' in
efforts to recruit and hire away the Debtors' essential employees
during a critical period, by providing them with such employees'
exact salary levels, and potential bonus compensation. In addition,
the KEIP/KERP Motion contains specific sale targets upon which KEIP
Payments are based and other sensitive information related to the
Debtors' Sale Process. Given that the Sale Process is ongoing; the
public disclosure of such Confidential Information could
substantially impair the value of the Debtors' estates by providing
potential buyers with an unfair advantage in negotiations." The
Court scheduled an August 27, 2018 hearing with objections due by
August 20, 2018 to consider the KEIP, the KERP and the related seal
motion.
About Heritage Home Group
Heritage Home Group LLC -- http://www.heritagehome.com/-- designs,
manufactures, sources and retails home furnishings. The company
markets its products through a wide range of channels, including
its own Thomasville retail stores and through interior designers,
multi-line or independent retailers and mass merchant stores. It
was formed by an affiliate of KPS Capital Partners, LP in November
2013 to acquire the brand portfolio and certain related assets of
Furniture Brands International, Inc.
Heritage Home Group and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case Nos.
18-11736 to 18-11740) on July 29, 2018.
In the petitions signed by Robert D. Albergotti, chief
restructuring officer, Heritage Home Group estimated assets of $100
million to $500 million and liabilities of $100 million to $500
million.
The Debtors tapped Young Conaway Stargatt & Taylor, LLP as their
legal counsel; Houlihan Lokey Capital, Inc. as their investment
banker; and Kurtzman Carson Consultants LLC as claims and noticing
agent.
ILLINI KIDS: $4M Sale of Fair Oaks Property to Berger Approved
--------------------------------------------------------------
Judge Christopher D. Jaime of the U.S. Bankruptcy Court for the
Eastern District of California authorized Illini Kids Development
Company, LLC's sale of the real property commonly known as 8100 -
8128 Madison Avenue, Fair Oaks, Sacramento County, California to
Jeffrey Berger and/or assignee for $4 million.
A hearing on the Motion was held on Aug. 14, 2018 at 2:00 p.m.
The Debtor is authorized to pay from escrow amounts due for
property taxes, liens, fees, and costs, as identified in the
Motion.
About Illini Kids Development Company
Illini Kids Development Company, LLC, a single asset real estate as
defined in 11 U.S.C. Section 101(51B), sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. E.D. Cal. Case No.
18-22027) on April 4, 2018. In the petition signed by Kenneth
Cruz, managing member, the Debtor estimated assets of less than
$50,000 and liabilities of $1 million to $10 million. Judge
Christopher D. Jaime presides over the case.
INGERSOLL FINANCIAL: Braunco Auction of Remaining Properties Okayed
-------------------------------------------------------------------
Judge Karen S. Jennemann of the U.S. Bankruptcy Court for the
Middle District of Florida authorized Ingersoll Financial, LLC's
bidding procedures in connection with the sale of remaining
properties at auction to be conducted by Braunco, Inc.
The salient terms of the Bidding Procedures are:
a. Initial Bid: The Broker will accept binding, sealed bids by
a date certain on the Auction Properties as a whole and as
subgroups by State. The top 33.3% of all bids received will be
approved to move to the highest and best round. The stipulated
purchase price for each Property sold as part of a group will be
the determined by multiplying the accepted bid price for the group
by a fraction with the numerator being the 2017 assessed value for
that Property and the denominator being the 2017 assessed value of
all lots in the group. Absent agreement between the Debtor and RS
Lending to keep such a Property in the sale, if a Property's
Attributable Purchase Price does not exceed its outstanding ad
valorem taxes plus Attributable Administrative Costs, such Property
will be removed from sale, will no longer be an Auction Property,
and the accepted bid amount will be reduced by the Attributable
Purchase Price for the Property.
b. Deposit: $10,000 cash deposit
c. Auction: The Debtor will conduct the Auction through sealed
bids.
d. The Auction Properties will be offered as a whole, in
subgroups by State, and in other subgroups as determined in the
business judgment of the Broker to generate the highest price for
the Auction Properties.
e. Sale Hearing: Nov. 14, 2018, at 2:45 p.m. (ET).
f. The Successful Bidders will pay any title insurance
premium.
g. Attributable Administrative Costs is determined by
multiplying all Broker's fees, title and escrow fees,
administrative expenses allowed by the Court, and a 10% reserve of
the gross proceeds of the sale by a fraction with the numerator
being the 2017 assessed value for that Property divided by the 2017
assessed value of all of the Properties sold at auction.
All sales at the Auction will be subject to Court approval at the
Sale Approval Hearing.
Braunco is directed to file a report of the auction after the sale
consistent with Bankruptcy Rule 6002(f). The Debtor is directed to
file closing statements with the Court for each sale within 14 days
of the closing on each sale.
All disbursements of Escrow Funds will be reflected on the
appropriate monthly operating report filed by the Debtor.
The Court reserves ruling on the requested waiver of the 14-day
stay applicable to the sale order until the Sale Hearing. It
reserves ruling on the sale or abandonment of any properties not
sold at the Auction.
The sales at the Auction will be free and clear of all liens,
claims, and encumbrances.
The procedure for resolving Disputed Claims, as set forth in
Exhibit C, is approved.
A copy of the list of assets to be sold, the Bidding Procedures and
the Exhibit C attached to the Order is available for free at:
http://bankrupt.com/misc/Ingersoll_Financial_200_Order.pdf
About Ingersoll Financial
Headquartered in Orlando, Florida, The Ingersoll Group --
http://www.theingersollgroup.com/-- is a national private
investment organization founded by Keith Ingersoll 12 years ago.
The Group's investments are concentrated in a few primary sectors,
including: real estate, sports management, business networking,
digital enterprise, finance, hospitality and land development.
The Ingersoll Group filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No.
17-07077) on Nov. 7, 2017. In the petition signed by Keith R.
Ingersoll, president and CEO, the Debtor estimated $1 million to
$10 million in both assets and liabilities. Frank M. Wolff, Esq.,
at Frank Martin Wolff, P.A., is the Debtor's bankruptcy counsel;
and BMC Group, Inc., as noticing agent.
JAMES QUEZADA: Sale of Lubbock Property Approved
------------------------------------------------
Judge Tony M. Davis of the U.S. Bankruptcy Court for the Western
District of Texas authorized James Quezada and Simona Quezada to
sell the property legally described as Lot 53, Pine Hills Addition
out of Section 43, Block AK, Lubbock County, Texas according to the
map, plat and/or dedication deed thereof recorded in Volume 1709,
Page 661, of the Deed Records of Lubbock County, Texas.
The sale is free and clear of liens.
The sale proceeds will be paid as follows:
a. first, to closing costs, which include but are not limited
to any outstanding ad valorem taxes, homeowners' association fees,
broker/realtor's commission, title insurance and all other fees;
and
b. second, net proceeds of the sale be paid to the Debtors'
attorney, to be held in trust, pending the outcome of the pending
litigation regarding the IRS claim and to be used to fund any
Chapter 11 plan filed by Debtors after the conclusion of the
litigation.
The Bankruptcy Rule 6004(h) is waived and the Order is effective
immediately upon entry.
James Quezada and Simona Quezada sought Chapter 11 protection
(Bankr. W.D. Tex. Case No. 16-10467) on April 21, 2016. The
Debtors tapped Michael V. Baumer, Esq., as counsel.
JANASTON MANAGEMENT: Unsecureds to be Paid 10% of Allowed Claims
----------------------------------------------------------------
Janaston Management Development Corp. filed with the U.S.
Bankruptcy Court for the District of Illinois a disclosure
statement, dated August 14, 2018, to accompany its plan of
reorganization dated July 18, 2018.
Class 3 under the plan consists of the allowed general unsecured
claims. This class will be paid 10% of their allowed claim over 60
months at $689.93 per month. Total claims in this class is
$413,958.46.
The Plan will be funded from the Debtor's available cash, which
will be revested in the Reorganized Debtor as of the Effective
Date. The Reorganized Debtor will operate its business and will
use, acquire, or dispose of property without supervision or
approval by the Bankruptcy Court and free of any restrictions.
Without limiting the generality of the foregoing, the Reorganized
Debtor will be free to obtain working capital financing for payment
of operating expenses and for other working capital needs as they
arise. The Reorganized Debtor will have no restrictions on its
ability to obtain working capital financing or other indebtedness
on such terms and conditions as may be acceptable to the
Reorganized Debtor.
Based upon the Debtor's Projections, the Reorganized Debtor will
have sufficient cash on hand to make the required distributions on
and shortly after the Effective Date. Meanwhile, the Projections
demonstrate that the Reorganized Debtor will generate sufficient
funds from its ongoing operations to make the required payments on
account of the Allowed Class 1 through 3 Claims as they become due
and also provide a sufficient cash collateral to pay the claims of
the IRS.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/ilnb18-00053-39.pdf
About Janaston Management Development
Janaston Management Development Corp. sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No.
18-00053) on January 2, 2018.
At the time of the filing, the Debtor disclosed that it had
estimated assets and liabilities of less than $50,000.
Judge Jacqueline P. Cox presides over the case.
JC PENNEY: Fitch Cuts Issuer Default Rating to 'B', Outlook Stable
------------------------------------------------------------------
Fitch Ratings has downgraded J. C. Penney Company, Inc. (JCP) and
J. C. Penney Corporation, Inc.'s Long-Term Issuer Default Ratings
(IDR) to 'B' from 'B+'. The Rating Outlook is Stable.
The downgrade reflects a material deterioration in J. C. Penney's
gross margin given a shortfall in comparable store sales relative
to the company's expectations. This shortfall is necessitating
significant markdowns in the company's apparel business to clear
inventory. Gross margin deterioration is expected to lead to
elevated leverage around 6x and modestly negative FCF, which are
both worse than Fitch's prior expectations.
While Fitch continues to expect flattish annual comps for J. C.
Penney in 2018, EBITDA is expected to decline meaningfully from
2017's level of approximately $890 million to around $700 million,
driven by the clearance of excess apparel inventory. The company
continues to face challenges in turning around its women's
business, which has been over-assorted in traditional women's
clothing and under-assorted in casual, contemporary and activewear
and has not been resonating with J. C. Penney's core customers.
Fitch's expectations that comparable store sales should remain
flattish over the next 24-36 months assumes that weakness in
women's apparel (22% of sales) is largely offset with growth in
areas such as home and appliances (15% of sales), beauty/Sephora,
private brands, and baby gear and toys.
As a result, Fitch expects EBITDA to decline to around $700 million
in 2018 and remain in a range between $700 million and $750 million
thereafter, assuming comps and gross margin flatten beginning in
2019. While this is a meaningful decline from prior expectations of
EBITDA in the mid-$800 million range, there are no near-term
liquidity or refinancing concerns. Liquidity (cash on hand and
availability on its $2.35 billion ABL facility maturing June 2022)
is expected to remain strong at $2.2 billion at year end 2018, with
trough availability in excess of $1.5 billion in November 2018 as
it builds holiday inventory. FCF is expected to be flat to modestly
negative over the next two to three years, lower than prior
expectations of around $80 million in 2018 and approximately $100
million to $150 million annually thereafter. J. C. Penney has about
$90 million of debt maturities in 2019 and $150 million in 2020,
inclusive of $40 million of annual term loan amortization. Post
these maturities, the next debt maturity is in 2023 (aside from
annual term loan amortization of $40 million in 2021/2022). The
company can address near-term maturities through cash on hand
and/or through continued asset sales.
KEY RATING DRIVERS
Flat Comps: Fitch expects J. C. Penney to sustain flat comparable
store sales (comps) in 2018/2019, in line with the flat comps in
2016/2017, given the ongoing traffic challenges at mid-tier
mall-based apparel retailers, as volume continues to shift online
and to discount channels such as fast fashion and off-price.
However, the significant gross margin decline in 1H18 indicates
that management had bought inventory to higher comp expectations
relative to the reported 0.3% which is necessitating significant
markdowns.
At its analyst-day meeting in August 2016, J. C. Penney identified
$1.2 billion to $1.7 billion in incremental sales opportunity from
a base of $12.6 billion in the areas of private brands, beauty,
special sizes and home. While J. C. Penney is seeing strong growth
in some of these categories, particularly home and Sephora, Fitch
expects underlying store traffic and core apparel sales to decline
in the low- to mid-single-digits. Women's apparel accounted for $3
billion or 22% of revenue in 2017. Fitch estimates this business
has been declining by mid-single digits annually while men's
apparel and accessories (21% of revenue) and children's apparel (9%
of revenue) have likely been flat to modestly negative. As J. C.
Penney has acknowledged, its women's business has been
over-assorted in traditional women's clothing and under-assorted in
casual, contemporary and activewear. Fitch views the turnaround in
this business as challenging, as it plays catch-up to both existing
and new entrants in a crowded space.
J. C. Penney has been investing significantly in its home business,
which accounted for 15% of its total revenue in 2017, via
appliances, window coverings, soft home and mattresses, and has
also partnered with Ashley Furniture. The company has used less
productive areas of its stores for these initiatives, which do not
require heavy upfront inventory investment, as purchases are
shipped directly from the manufacturers. It added major appliances
to more than 500 locations in 2016 and another 100 locations in
2017. It also expanded its mattress presence in over 300 locations
in 2017, showcasing them in around 500 stores.
These initiatives were put in place to take advantage of the
significant decline in sales at Sears Holdings Corp (CC); as of
4Q16, J. C. Penney and Sears were co-located in more than 400
malls. Hardlines is the largest category at Sears, accounting for
$7.2 billion (or 43% of consolidated revenue) in 2017. Of this,
$5.6 billion was generated within the Sears mall-based stores in
2017. Hardlines includes categories such as consumer electronics,
appliances and home improvement, in addition to sporting goods and
housewares. Major competitors in the space include The Home Depot,
Inc. (A/Stable) and Lowe's Companies, Inc., Best Buy Co., Inc.
(BBB/Stable), and more recently, J. C. Penney, have all made
significant investments to grow share in some of these categories.
Apparel and soft home represented $4.3 billion (26% of Sears'
consolidated revenue) in 2017, roughly split evenly between Kmart
and Sears stores. In addition, the company has recently invested in
baby gear and toys given the bankruptcy of Toys 'R' Us. While these
could provide opportunities for J. C. Penney to pick up some share,
there could be significant markdown risk if sales do not
materialize as the company builds inventory in these categories.
Fitch has assumed a decline of 3% to 5% annually in women's apparel
offset by growth in home, beauty, women's accessories, and
potentially the baby/toys category, with flattish growth in
remaining categories.
EBITDA around $700 Million: Fitch expects J. C. Penney's EBITDA to
decline to around $700 million in 2018 from $886 million in 2017
(excluding asset sales gains and adding back non-cash based
compensation) due to meaningful gross margin compression. Fitch
expects annual EBITDA to remain in the around $700 million to $750
million range annually over the next 24 to 36 months, assuming flat
comps and flat to modestly positive gross margin beginning 2019.
EBITDA could trend to the $800 million level if gross margins
improve against depressed levels this year as the company cycles
through clearance activity. However, significant execution risk
remains given the recent CEO departure and as the company looks to
change its merchandise assortment both in apparel and through the
expansion of home, baby, and toy categories to take share from
market exits.
Gross margin (on a retail sales only basis) declined almost 200 bps
for the six-month period ended Aug. 4, 2018 on clearance of excess
inventory given that the company missed its comp expectations.
Gross margin pressure is expected to persist in the near term as
the company continues to clear out additional excess inventory,
with a target to reduce absolute inventory levels by $250 million
by the end of 2019 (from year end and 2Q inventory levels of about
$2.8 billion). Fitch also expects gross margin to be pressured by
increasing penetration in the lower margin home and appliance
businesses and growth in the online business.
Strong Liquidity: Total liquidity (cash and revolver availability)
at the end of Aug. 4, 2018 was in excess of $2 billion. Fitch
expects FCF to be relatively flat, assuming neutral working capital
swings. Adjusted debt/EBITDAR was 5.5x at the end of 2017, and
Fitch expects leverage to be around 6x at the end of 2018. J. C.
Penney has about $90 million of debt maturities in 2019 and $150
million in 2020, inclusive of $40 million in annual term loan
amortization. The company can address these maturities through cash
on hand (and revolver borrowings) and/or through continued asset
sales.
DERIVATION SUMMARY
J. C. Penney's 'B' rating reflects Fitch's expectations that
comparable store sales should remain flattish over the next 24-36
months as weakness in women's apparel (22% of sales) is largely
offset with growth in areas such as home and appliances (15% of
sales), beauty/Sephora, private brands, baby gear/toys. EBITDA is
expected to decline to around $700 million to $750 million,
relative to approximately $890 million in 2017, given execution
issues around merchandising and inventory levels. Leverage is
expected to tick up to around 6x but overall liquidity remains
strong with manageable near term debt maturities.
J. C. Penney has seen a material 30% decline in total sales since
2010 versus its investment-grade rated peers such as Macy's, Inc.
(BBB/Negative) and Kohl's Corporation (BBB/Stable), which have had
fairly stable top lines during this period. Both Kohl's and Macy's
have a better developed omnichannel offering and profitability is
higher at 10%+ EBITDA margins versus 8% at J. C. Penney. Finally,
leverage for Kohl's is expected to trend around the mid-2x and
mid-to-high 2x for Macy's, versus 6x for J.C. Penney.
Sears Holding Corporation's 'CC' rating reflects multiyear top-line
market share and EBITDA declines, which have led to concerns
regarding long-term competitive viability. The company faces
significant restructuring risk given the high cash burn since 2013,
which has necessitated significant liquidity infusion via asset
sales or secured debt. Sears conducted a distressed debt exchange
in March 2018 to address 2018 and 2019 maturities. J. C. Penney has
positioned itself to benefit from Sears' market share losses in the
home and appliance segments.
KEY ASSUMPTIONS
Fitch's Key Assumptions Within Its Rating Case for the Issuer
-- Comps are expected to be flat in 2018/2019, with growth in
home, beauty, toys and baby gear offsetting weakness in apparel;
-- EBITDA is expected to be $700 million - $750 million annually.
This assumes continued gross margin declines in second half 2018 on
excess inventory clearance with gross margin expected
to stabilize in 2019;
-- FCF is expected to be modestly negative in 2018 and flat
thereafter, assuming no material swings in working capital;
-- Adjusted debt/EBITDAR is expected to be around 6x over the
next 24 to 36 months.
RATING SENSITIVITIES
Developments That May, Individually or Collectively, Lead to
Positive Rating Action
A positive rating action could occur if J. C. Penney's comps are in
the positive low single digits, EBITDA returns to and is sustained
over $850 million, and the company continues to pay down debt, such
that leverage moves below 5.5x.
Developments That May, Individually or Collectively, Lead to
Negative Rating Action
A negative rating action could occur if comps turn materially
negative, annual EBITDA trends towards $600 million, leading to
materially negative FCF and adjusted leverage trending over 7x.
LIQUIDITY
Strong Liquidity: J. C. Penney had cash and cash equivalents of
$182 million as of Aug. 4, 2018 and approximately $2.0 billion
available under its $2.35 billion credit facility after accounting
for $177 million for outstanding borrowings.
Liquidity (cash on hand and availability on $2.35 billion ABL
facility maturing June 2022) is expected to remain strong at $2.2
billion at year end 2018 (close to 2017 year end levels) with
trough availability in excess of $1.5 billion in November 2018 as
it builds holiday inventory. FCF is expected to be flat to modestly
negative over the next two to three years on revised EBITDA
expectations.
J. C. Penney has about $90 million of debt maturities in 2019 and
$150 million in 2020, inclusive of $40 million annual term loan
amortization. Post these maturities, the next debt maturity is in
2023. The company can address near-term maturities through cash on
hand (and revolver borrowings) and/or through continued asset
sales.
Recovery Analysis
For issuers with IDRs of 'B+' and below, Fitch performs a recovery
analysis for each class of obligations of the issuer. The issue
ratings are derived from the IDR and the relevant Recovery Rating
(RR) and notching, based on Fitch's recovery analysis that places a
liquidation value under a distressed scenario in the low to mid-$5
billion range (taking into seasonal working capital build).
Fitch has applied a 70% advance rate against inventory level as a
proxy for a net orderly liquidation value of the assets. In coming
up with a real estate value of approximately $3.5 billion, Fitch
valued the approximate 415 owned stores at $7 million each (versus
the appraised value of $7.8 million in May 2013) and the eight
owned distribution centers at $50 million each.
The liquidation value is higher than the going-concern value, which
Fitch estimates at about $2.8 billion, based on a going-concern
EBITDA of $700 million, in line with its base case assumptions
which does not assume a material rebound, and a 4x multiple. The
$700 million EBITDA assumes that total revenue is 10%-15% lower
than current levels and can generate 7%-8% EBITDA margin given the
mix of its business.
The 4.0x multiple is lower than the 5.4x median multiple for retail
going-concern reorganizations, the 12-year retail market multiples
of 5x to 11x, and 7x to 12x for retail transaction multiples. The
4.0x multiple reflects the significant share losses by department
stores to other formats over the last 10 to 15 years and Fitch's
expectation that department stores sales will continue to decline
in the low single digits annually.
J. C. Penney's $2.35 billion senior secured asset-backed loan (ABL)
facility that matures in June 2022 is rated 'BB'/'RR1', which
indicates outstanding recovery prospects (91%-100%) in a distressed
scenario. The facility is secured by a first-lien priority on
inventory and receivables, with borrowings subject to a borrowing
base. Any proceeds of the collateral will be applied first to the
satisfaction of all obligations under the revolving facility.
J. C. Penney is required to maintain a minimum excess availability
at all times of not less than (a) $200 million in the event that
10% of the line cap (the lesser of total commitments under the
credit facility or the borrowing base) is equal to or greater than
$200 million or (b) the greater of (i) 10% of line cap and (ii)
$150 million in the event that 10% of the line cap is less than
$200 million.
The $1.635 billion term loan and $500 million senior secured notes
due June 2023 are also expected to have outstanding recovery
prospects of 91% to 100%, leading to a 'BB'/'RR1' rating. Both the
term loan facility and senior secured notes are secured by (a)
first-lien mortgages on 285 owned and ground-leased stores (subject
to certain restrictions primarily related to Principal Property
owned by J. C. Penney Corporation, Inc.) and eight owned
distribution centers; (b) a first lien on intellectual property
(trademarks including J. C. Penney, Liz Claiborne, St. John's Bay
and Arizona), machinery and equipment; (c) a stock pledge of J. C.
Penney Corporation and all of its material subsidiaries and all
intercompany debt; and (d) second lien on inventory and accounts
receivable that back the ABL facility. The term loan and senior
secured notes rank pari passu in terms of priority of payment.
The $400 million senior second lien secured notes due 2025 are
expected to have outstanding recovery prospect of 91% to 100%,
leading to a 'BB'/'RR1' rating. The notes are secured by a second
lien on the assets (real estate and IP assets) securing the term
loan and senior first lien secured notes and a third lien on the
ABL collateral. The senior unsecured notes are rated 'B'/'RR4',
indicating average recovery prospects (31% to 50%), based on
recovery from excess ABL collateral and unencumbered real estate.
FULL LIST OF RATING ACTIONS
Fitch has downgraded the following ratings:
J. C. Penney Company
-- Long-Term IDR to 'B' from 'B+'.
J. C. Penney Corporation
-- Long-Term IDR to 'B' from 'B+';
-- Senior first-lien secured debt to 'BB'/'RR1' from
'BB+'/'RR1';
-- Senior unsecured notes to 'B'/'RR4' from 'B+'/'RR4'.
Fitch has upgraded the following ratings:
J. C. Penney Corporation
-- Senior second lien secured notes to 'BB'/'RR1' from
'BB-'/'RR3'.
The Rating Outlook is Stable.
JEFFREY BERGER: $1M Sale of Estes Park Property Approved
--------------------------------------------------------
Judge Benjamin P. Hursh of the U.S. Bankruptcy Court for the
District of Montana authorized Jeffrey W. Berger and Tami M. Berger
to sell the real property situated in Larimer County, Colorado, at
2000 Devils Gulch Road, Estes Park, Colorado, including fixtures
consisting of gas range/oven, double oven and dishwasher, and
personal property consisting of refrigerator, clothes washer,
clothes dryer, freezer, microwave and bar refrigerator, to Suzette
Lynn Hess, Charles Edward Fain, and Candace Eileen Fain for $1
million.
The sale is free and clear of liens.
The Debtors will promptly account for and report each sale of the
property to the Court, and will deposit all proceeds received into
the DIP account where the same will be reflected in the Debtors'
monthly operating reports.
Jeffrey W. Berger and Tami M. Berger sought Chapter 11 protection
(Bankr. D. Mont. Case No. 18-60032) on Jan. 16, 2018. The Debtor
tapped PATTEN, PETERMAN, BEKKEDAHL & GREEN P.L.L.C., as counsel.
LAKESHORE FARMS: Taps Mayo Auction as Appraiser
-----------------------------------------------
Lakeshore Farms, Inc., seeks approval from the U.S. Bankruptcy
Court for the Western District of Missouri to hire an appraiser.
The Debtor proposes to employ Mayo Auction and Realty Inc. to
appraise the equipment used in its farming operations.
The firm will charge an hourly fee of $110 for its services.
Robert Mayo, chief executive officer of Mayo Auction, disclosed in
a court filing that he and his firm are "disinterested" as defined
in section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Robert Mayo
Mayo Auction and Realty Inc.
16513 Cornerstone Drive
Belton, MO 64012
Phone: 816.361.2600
Email: info@auctionbymayo.com
About Lakeshore Farms
Lakeshore Farms, Inc., is a privately held company in Forest City,
Missouri in the oilseed and grain farming industry. Lakeshore
Farms filed a Chapter 11 petition (Bankr. W.D. Mo. Case No.
18-50077) on Feb. 28, 2018. In the petition signed by Jonathan L.
Russell, president, the Debtor disclosed $8.52 million in total
assets and $5.57 million in total debt. The case is assigned to
Judge Brian T. Fenimore. The Debtor is represented by Joanne B.
Stutz of Evans & Mullinix, P.A.
LEADVILLE CORP: Trustee's Easement Agreement Approved
-----------------------------------------------------
Judge Michael E. Romero of the U.S. Bankruptcy Court for the
District of Colorado authorized M. Stephen Peters, Chapter 11
trustee for Leadville Corp., to enter into the Mountain Lake
Spillway Ditch Easement Grant and Right-of-Way with Parkville Water
District in connection with the repair, enlargement and realignment
of a dam, a spillway and a spillway ditch.
The Order is self-executing and effective immediately upon entry,
and the stay under Fed. R. Bankr. P. 6004(h) is waived.
About Leadville Corporation
Headquartered in Aurora, Colorado, Leadville Corporation was
organized in 1945 to acquire, explore and develop mining
properties, primarily in Lake and Park Counties, Colorado.
Alleged creditors, namely La Plata Mountain Resources, Inc., Salem
Minerals, Inc., and Black Horse Capital, Inc., filed an involuntary
petition against Leadville Corporation (Bankr. D. Colo. Case No.
17-21646) on Dec. 27, 2017. The case is assigned to Judge Michael
E. Romero.
Leadville is reportedly indebted to the petitioning creditors: (a)
$7,501,738 to La Plata Mountain Resources, Inc., based upon
judgments it holds against the Debtor; (b) $14,766 to Black Horse
Capital, Inc. based upon tax liens it holds against the Debtor; and
(c) $17,311 to Salem Minerals, Inc., based upon tax liens it holds
against the Debtor.
The Petitioning Creditors are represented by Kenneth J. Buechler,
Esq., at Buechler & Garber, LLC.
M. Stephen Peters was appointed Chapter 11 trustee for the Debtor
on April 23, 2018.
LEGION OPERATOR: Unsecured Claims be Paid 100% After IRS Payment
----------------------------------------------------------------
Legion Operator Training Group, LLC, filed with the U.S. Bankruptcy
Court for the Northern District of Georgia, Atlanta Division, a
disclosure statement dated August 6, 2018, explaining its Chapter
11 plan.
The Disclosure Statement contains proposal on classification and
treatment of claims:
-- CLASS I. All Allowed Claims consisting of the actual and
necessary costs and expenses of administration entitled to priority
in accordance with Section 507(a)(1) of the Bankruptcy Code,
including U.S. Trustee fees. Allowed Class I Claims shall be paid
in full on the later of 15 days after the Effective Date or within
15 days of the entry of an order fixing such claims or upon such
other terms as may be agreed upon by the holder of any such Claim
and the Debtor. This class is unimpaired under the Plan.
-- CLASS II. The priority claims of the Internal Revenue
Service, in the amount of $59,984.55. All Allowed Class II Claims
shall be paid from funds remaining after payment of Class I Claims,
up to 100% of the allowed amounts of their claims, within the later
of (a) 30 days from the Effective Date of the Plan, or (b) if any
motion, contested matter, appeal, or other proceeding seeking
allowance or disallowance of a Class I Claim is pending on the day
which is 30 days from the Effective Date of the Plan, 15 days from
the final allowance or disallowance of all such Class I Claims.
This class is impaired.
-- CLASS III. All Allowed Claims of general unsecured claimants
which are not provided for in any other class, including the
non-priority claims of the Internal Revenue Service and any Allowed
Claims resulting from the rejection of unexpired executory
contracts. All Allowed Class III Claims shall be paid on a
pro-rata basis from funds remaining after payment of Class II
Claims, up to 100% of the allowed amounts of their claims, within
the later of (a) 15 days from the payment of Class II Claims, or
(b) if any motion, contested matter, appeal, or other proceeding
seeking allowance or disallowance of a Class I Claim or Class II
Claim is pending on the day which is 15 days from the Effective
Date of the Plan, 15 days from the final allowance of any such
Class I or Class II Claim. This class is impaired
-- CLASS IV. Equity interests in the Debtor. After payment of
Class I Claims, Class II Claims, and Class III Claims as set forth
above, any remaining assets will be first paid to Class I Claims up
to the amount of interest accruing on such claims at the legal
rate, then to Class II Claims up to the amount of interest accruing
on such claims at the legal rate, then to Class III Claims up to
the amount of interest accruing on such claims at the legal rate.
If any assets remain after all such payments, such assets will be
distributed to Class IV Interests on a pro-rata basis. The Debtor
does not anticipate any distributions to Class IV Interests.
Prior to the filing of the Plan, pursuant to orders of the Court,
the Debtor has liquidated all real and personal property assets of
the business, and is no longer operating.
A copy of the Disclosure Statement from PacerMonitor.com is
available at https://tinyurl.com/yd65tvbc at no charge.
About Legion Operator
Legion Operator Training Group, LLC, fka American International
Marksmanship Academy, LLC, filed a voluntary Chapter 11 petition
(Bankr. N.D. Ga. Case No. 16-50046) on January 2, 2016, and is
represented by John A. Christy, Esq., at Schreeder, Wheeler &
Flint, LLP, in Atlanta, Georgia. At the time of filing, the Debtor
had estimated assets of $1 million to $10 million and estimated
liabilities of $1 million to $10 million. The petition was signed
by Barton C. Rice, Jr., manager.
LONGFIN CORP: Enters Into Exchange Agreement with Investor
----------------------------------------------------------
As previously disclosed in Longfin Corp.'s current report on Form
8-K, filed on Jan. 23, 2018, pursuant to a Securities Purchase
Agreement entered into with an institutional investor, Longfin
Corp. sold and issued to the Investor (i) Senior Convertible Notes
in the aggregate principal amount of $52,700,000, consisting of a
Series A Note in the principal amount of $10,095,941, and (ii) a
Series B Note in the principal amount of $ 42,604,058, and (2)
warrants to purchase 751,894 shares of the Company's common stock,
par value $0.00001 per share, exercisable for a period of five
years at an initial exercise price of $38.5493 per share, for
consideration consisting of (i) a cash payment of $5,000,000, and
(ii) a secured promissory note payable by the Investor to the
Company in the principal amount of $42,604,058. The Financing
closed on Feb. 13, 2018. On April 13, 2018, the Investor delivered
an event of default redemption notice requiring the Company to
redeem the Series A Note.
On Aug. 20, 2018, the Company and the Investor entered into an
Amendment and Exchange Agreement pursuant to which the Company and
the Investor exchanged (a) the Series A Note (including all
obligations of the Company to pay the Investor any payments
pursuant to the registration rights agreement entered into in
connection with the Financing) for (i) a new senior convertible
note with an initial aggregate principal amount of $12.5 million
and (ii) a new senior convertible note with an initial aggregate
principal amount of $1,000; (b) the Series B Note for a new senior
secured convertible note with an initial aggregate principal amount
of $5 million; (c) the Investor Note for a new promissory note
issued by the Investor with an initial aggregate principal amount
of $5 million; and (d) the Investor Warrant for a new warrant to
purchase 751,896 shares of Common Stock. Immediately prior to the
Exchange, the Investor consummated an "Event of Default Netting"
(as defined in the Series B Note) with respect to the Series B Note
whereby an aggregate of $37,604,058 in aggregate principal amount
of the Series B Note was netted against $37,604,058 in aggregate
principal amount of the Investor Note, after which only $5 million
in aggregate principal amount of each of the Series B Note and
Investor Note remained. The Exchange was made in reliance upon the
exemption from registration provided by Section 3(a)(9) of the
Securities Act of 1933, as amended. In connection with the
Exchange, the Investor withdrew the Redemption Notice.
The Exchange Agreement contains customary representations and
warranties of the Investor and the Company regarding the Exchange,
terminates the Registration Rights Agreement and amends the
definition of certain defined terms contained in the SPA,
specifically, the defined term "Excluded Securities" is amended to
add the following to such definition: "up to Ten Million
(10,000,000) shares of Common Stock (including shares of Common
Stock issuable upon conversion of Convertible Securities) for
capital raising purposes". Additionally, the Exchange Agreement
provides for the ability of any shareholder of the Company who
executed a Lockup Agreement in connection with the Financing to
transfer, assign, pledge or sell securities otherwise covered by
such Lockup Agreement if the sole use of proceeds of those
disposition results in the full repayment of the New Notes.
Except as otherwise contemplated by the Exchange Agreement, the
terms of the SPA remain in full force and effect.
The New Notes
Maturity Date
Unless earlier converted or redeemed, the New Notes will mature on
Feb. 20, 2019.
Interest and Payment of Interest
The New Notes will not bear interest unless and until an Event of
Default has occurred, in which event the New Notes will bear
interest at a rate of 15%. Interest on the New Notes is computed
on the basis of a 360-day year and twelve 30-day months. Accrued
and unpaid interest is payable by way of inclusion of such interest
in the Conversion Amount or upon any redemption or any required
payment upon any Bankruptcy Event of Default. Interest shall cease
to accrue on the calendar day immediately following the date of
cure.
Conversion of the New Notes
The Conversion Price will be equal to the lower of (y) 80% of the
lowest volume weighted average prices of the Common Stock during
the twelve (12) consecutive trading days prior to the conversion
date and (z) $3.67, subject to adjustment, including full ratchet
anti-dilution upon the issuance of any shares of Common Stock or
securities convertible into shares of Common Stock below the
then-existing Fixed Conversion Price. Anti-dilution adjustments to
the conversion price of the New Notes shall be downward only.
Customary exceptions apply including stock options issued to
employees.
Beneficial Ownership Limitations on Conversion and Issuance
In addition to the conversion limitations, the New Notes may not be
converted and shares of Common Stock may not be issued under the
New Notes if, after giving effect to the conversion or issuance,
the Investor together with its affiliates would beneficially own in
excess of 9.99% of the outstanding shares of Common Stock. At the
Investor's option, the ownership limitation blocker may be raised
or lowered to any other percentage not in excess of 9.99%, as
applicable, except that any raise will only be effective upon
61-days' prior notice to the Company.
Covenants
The Company made certain affirmative and negative covenants in the
New Notes, related to, among other things, the incurrence or
repayment of indebtedness, payment of cash dividends and the
maintenance and preservation of its existence, material property
and material intellectual property rights.
Events of Default
The New Notes contain standard and customary Events of Default
including but not limited to: (i) failure to make payments when due
under the New Notes; (ii) breaches of covenants and (iii)
bankruptcy or insolvency.
Following an Event of Default, the Investor may require the Company
to redeem all or any portion of the New Notes in an amount equal to
the Event of Default Redemption Price.
Additionally, if at any time after an Event of Default occurs under
the New Series A Note and the Investor elects in a written notice
to effect a Default Adjustment or a Bankruptcy Event of Default (as
defined in the New Series A Notes) occurs, the aggregate principal
amount of the New Series A-1 Note will automatically increase to
the difference of (x) the aggregate amount of the claim the
Investor may have had under the original Series A Note, as
determined by a court of competent jurisdiction, less $12.5
million.
The Company must immediately redeem the New Notes in cash upon the
occurrence of a Bankruptcy Event of Default.
The Event of Default Redemption Price will be computed as a price
equal to the greater of (i) 130% of the principal, interest and
late charges to be redeemed and (ii) the product of (X) the
principal, interest and late charges to be redeemed divided by the
Conversion Price multiplied by (Y) the product of (1) 130%
multiplied by (2) the greatest closing sale price of the Common
Stock on any trading day during the period commencing on the date
preceding such Event of Default and ending on the date the Company
makes the entire payment required to be made under the New Notes.
Fundamental Transactions
The New Notes will prohibit the Company from entering into
specified transactions involving a change of control unless the
successor entity, which must be a publicly traded corporation whose
common stock is quoted on or listed for trading on an Eligible
Market (as defined in the New Notes) and assumes in writing all of
the Company's obligations under the New Notes.
New Debt
With the exception of Permitted Indebtedness (as defined in the New
Notes), the Company will agree that until the New Notes have been
converted, redeemed or otherwise satisfied, it will not incur any
other debt.
Investor Note
The New Investor Note is payable in full thirty years from the
maturity date of the New Series B Note. The Investor's obligation
to pay the Company the New Investor Note Principal is secured by
$5,000,000, in the aggregate, in cash, cash equivalents, any Group
of Ten currency and any notes or other securities issued by any G10
country or securities issued by a special purpose acquisition
company. The Company will receive the applicable portion of the
New Investor Note Principal then due upon each voluntary or
mandatory prepayment of the New Investor Note. The Investor may,
at its option and at any time, voluntarily prepay the New Investor
Note, in whole or in part. The New Investor Note is also subject
to mandatory prepayment, in whole or in part, upon the occurrence
of one or more of the following mandatory prepayment events:
(1) Mandatory Prepayment upon Conversion of New Series B Notes –
At any time (i) if the Company receives a conversion notice from
the Investor in which all, or any part of the New Series B Note to
be converted included any Restricted Principal (as defined
therein), and (ii) the Investor receives a confirmation from the
Company's transfer agent that it has been irrevocably instructed by
the Company to deliver to the Investor the shares of Common Stock
to be issued pursuant to the conversion notice.
(2) Mandatory Prepayment– on the first trading day of each
calendar month immediately following such time as only $6.5 million
remains outstanding under the New Series A Note, until such time as
no principal remains outstanding under the New Investor Note, so
long as no Equity Conditions Failure (as defined in the New Notes)
exists and is continuing, the Investor shall pay to the Company the
lesser of (x) the principal amount then outstanding under the New
Investor Note and (y) $1,500,000.
The New Investor Note also contains certain optional offset rights
of the Company and the Investor, which if exercised, would reduce
the amount outstanding under the New Notes and the New Investor
Note by the same amount and, accordingly, the cash proceeds
received by the Company from the Investor.
New Investor Warrant
The New Investor Warrant is identical in all material respects to
the Investor Warrant except that the Adjustment Date Reset
provision contained therein was amended such that the calculation
shall be based on the principal amount of the New Notes as of the
date of the Exchange.
Amended and Restated Master Netting Agreement
The Company and the Investor entered into an amended and restated
master netting agreement for the purpose of clarifying for each
party its right to net obligations that may arise under the
Exchange Agreement, the New Investor Note and the New Series B Note
upon the occurrence of certain events.
About Longfin
Longfin Corp (LFIN) is a U.S.-based, global finance and technology
company ("FINTECH") powered by artificial intelligence (AI) and
machine learning. The Company, through its wholly-owned
subsidiary, Longfin Tradex Pte. Ltd, delivers FX and alternative
finance solutions to importers/exporters and SME's. Ziddu.com
owned by the company is the only marketplace for smart contracts on
the Ethereum blockchain. Ziddu Ethereum ERC20 blockchain Token
uses a technology stack in which Smart Contracts run in distributed
virtual machines, intended to provide solutions to warehouse /
international trade financing, micro-lending, FX OTC derivatives,
bullion finance, and structured products. Currently, the company
has operations in Singapore, Dubai, New York and India.
For the period from Feb. 1, 2017 (inception) through Dec. 31, 2017,
Longfin incurred a net loss of $26.36 million. As of Dec. 31,
2017, Longfin had $178.25 million in total assets, $39.29 million
in total liabilities and $138.96 million in total stockholders'
equity.
The report from the Company's independent accounting firm
CohnReznick LLP, in Roseland, New Jersey, on the consolidated
financial statements for the year ended Dec. 31, 2017, includes an
explanatory paragraph stating that the Company has limited
operating history and the continuation of the Company as a going
concern is dependent upon the ability of the Company to obtain
financing and the attainment of profitable operations. These
conditions raise substantial doubt about the Company's ability to
continue as a going concern.
The Securities and Exchange Commission had obtained a court order
freezing more than $27 million in trading proceeds from allegedly
illegal distributions and sales of restricted shares of Longfin
Corp. stock involving the company, its CEO, and three other
affiliated individuals. A federal judge in Manhattan unsealed the
SEC's complaint on April 6, 2018.
Longfin announced in a press release dated April 24, 2018 that on
April 23, 2018, Judge Denise L. Cote vacated the Temporary
Restraining Order Freezing Assets and Granting Other Relief, which
was entered on April 4, with respect to LongFin Corp. and Venkat
Meenavalli. The Securities and Exchange Commission requested that
the Court vacate the order with respect to LongFin and Mr.
Meenavalli, which was consistent with the SEC's position before the
Court on Friday, April 20, 2018.
MILACRON LLC: Moody's Affirms B2 CFR & Alters Outlook to Positive
-----------------------------------------------------------------
Moody's Investors Service changed the rating outlook of Milacron
LLC to positive from stable. Concurrently, Moody's affirmed the B2
rating on Milacron's senior secured term loan and assigned a B2
Corporate Family Rating, B2-PD Probability of Default rating and
SGL-2 Speculative Grade Liquidity rating to the company. The
existing ratings at parent company and guarantor Milacron Holdings
Corp., including the B2 CFR, will be withdrawn.
RATINGS RATIONALE
The outlook change to positive is driven by Milacron's sustained
improvement in operating performance, based on positive growth
trends across segments amidst favorable industrial end market
demand that is likely to continue into 2019, and cost efficiencies.
This should support moderately better credit metrics and free cash
flow over the next year, including debt-to-EBITDA in the low-to-mid
4x range (all metrics after Moody's standard adjustments), aided by
voluntary term debt pre-payments made over 2018. Free cash flow
should benefit from the related reduction in cash interest and the
winding down of the company's multi-year European plant
restructuring program that is anticipated to be completed by
year-end 2018.
The B2 CFR considers Milacron's good business diversification by
global region, end market and product mix within the plastics
processing equipment market, and its good liquidity. The company's
large installed base of equipment should drive recurring demand for
aftermarket parts and services, providing some revenue visibility.
Moody's anticipates that positive trends in industrial activity and
ongoing lean initiatives will support EBITA margins in the
mid-teens range and modestly improve credit metrics. However, the
pace of margin and cash flow growth will remain pressured by
commodity cost inflation, including the negative effects of U.S.
tariffs. Demand could also trail expectations due to ongoing trade
tensions. The company's pricing actions and procurement initiatives
should help offset the commodity cost pressure. Moody's expects
free cash flow to remain positive albeit constrained near term by
cash outflows necessary to finish realigning the European
manufacturing footprint targeted for year-end 2018. The culmination
of significant restructuring activities is operationally positive.
However, Moody's views acquisition-related event risk as increasing
because the company is likely to more actively pursue purchases
over the next two years. The company's exposure to competitive
pressures, foreign exchange headwinds and cyclical client spending
for its equipment temper the rating.
Upward ratings momentum could occur with continued improvement in
the revenue mix that lessens cyclicality and significantly higher
margins from cost savings and higher manufacturing efficiency or
material top line growth such that Moody's expects debt-to-EBITDA
to be sustained comfortably below 4.75x. Milacron would also need
to maintain at least good liquidity.
The ratings could be downgraded with a marked decline in revenue or
margin erosion, or sustained weakening of liquidity, including free
cash flow generation. Expectations of debt-to-EBITDA to approach 6x
or higher and/or a marked deterioration in EBITA-to-interest
coverage could also drive downwards rating pressure, as could
meaningful debt financed acquisitions or shareholder distributions.
Moody's took the following rating actions:
Issuer: Milacron LLC:
- Corporate Family Rating, assigned at B2
- Probability of Default Rating, assigned at B2-PD
- Speculative Grade Liquidity rating, assigned at SGL-2
- Senior Secured Term Loan B due 2023, affirmed at B2 (LGD4)
Outlook, changed to Positive from Stable
Issuer: Milacron Holdings Corp.
- Corporate Family Rating, withdrawn -- previously B2
- Probability of Default Rating, withdrawn -- previously B2 -PD
- Speculative Grade Liquidity rating, withdrawn -- previously
SGL-2
Milacron Holdings Corp., based in Cincinnati, Ohio, produces
equipment and supplies used in plastics-processing as well as
premium fluids used in metalworking through its wholly-owned
subsidiary, Milacron LLC,. The company is publicly held. Revenues
were approximately $1.28 billion as of the last twelve months ended
June 30, 2018.
MULTIMEDIA PLATFORMS: White Winston Advance to Fund Exit Plan
-------------------------------------------------------------
Multimedia Platforms Worldwide, Inc., and its affiliates submit a
disclosure statement in connection with their proposed plan of
reorganization.
The Debtors were never able to properly restart their business
operations. In an effort to salvage whatever value remained of the
Debtors' assets, the Debtors negotiated an agreement with White
Winston Select Asset Funds, LLC. things:
(a) agreed upon the appointment of a chief restructuring officer;
(b) agree to negotiate on a plan of reorganization; (c) stipulated
to the collateral securing any obligations owed to White Winston;
(d) agreed to a sale of substantially all of the Debtors' assets in
the absence of a plan of reorganization; (e) stipulated to the
amount of White Winston's secured claim subject to the Debtors
reserving rights to dispute the claim asserted by White Winston;
and (f) agreed upon a general release in favor of White Winston.
In accordance with the first settlement, the Debtors and White
Winston subsequently engaged in discussions regarding a plan of
reorganization and a sale of substantially all of the Debtors'
assets, including potential issues identified in connection with a
sale of assets relating to the ability of White Winston to credit
bid. In the meantime, the Debtors engaged in discussions with a
potential plan sponsor. The potential plan sponsor had expressed
interest in sponsoring a plan of reorganization, which was one of
the reasons for entering the first settlement agreement with White
Winston. Eventually, the potential plan sponsor elected not to
proceed. Consequently, the Debtors and White Winston decided to
enter into a second settlement agreement. The second settlement
agreement which provides the bases of the Plan.
Class 4 under the plan consists of the Allowed Unsecured Claims
against any of the Debtors. Each holder of an Allowed Class 4 Claim
will receive the following:
(i) such holder's Pro Rata share of beneficial interests in the
Trust, which will entitle each holder of an Allowed Unsecured Claim
to receive such holder's Pro Rata share of Distributions of Net
Proceeds of Trust Assets; and (ii) such holder’s Pro Rata share
of New Equity in the Reorganized Debtor. In calculating each such
holder’s Pro Rata share of New Equity in the Reorganized Debtor,
the total amount of Allowed Class 4 Claims will be added to the
total amount of the Allowed Class 2 Claim (as of the Effective
Date) and the Allowed Class 5 Claims.
Distributions under the Plan will be made from the White Winston
Advance, Net Proceeds of Actions, and Net Proceeds of D&O Claims
available for Distributions in accordance with the Plan. It is
anticipated that either (a) one or more of the Debtors will be
dissolved under the Plan, or (b) the Debtors will be merged with
only one of the Debtors surviving by merger, which shall be the
Reorganized Debtor. The Reorganized Debtor will prosecute Actions
(other than D&O Claims) and Net Proceeds of Actions shall be
distributed in accordance with the Plan.
The Creditor Trustee will be entitled and otherwise authorized to
investigate and prosecute D&O Claims. The Net Proceeds of D&O
Claims will be distributed in accordance with the Plan. White
Winston will pay all litigation costs and expenses in connection
with the prosecution of the D&O Claims. Likewise, as part of the
Plan, White Winston will contribute any and all claims it has
against the Debtors' former or current officers and directors. Such
claims will be prosecuted by the Creditor Trustee and Net Proceeds
distributed in accordance with the Plan.
The Debtors have concluded that substantive consolidation of all of
the Debtors' estates into one estate is in the best interests of
the Debtors' creditors. In the event of substantive consolidation,
(i) all Assets and liabilities of the Debtors are merged so that
all Assets of the Debtors will be available to pay Allowed Claims
under the Plan; (ii) no Distributions shall be made under the Plan
on account of intercompany Claims existing between the Debtors,
(iii) all guarantees by the Debtors of the obligations of any other
Debtor will be eliminated so that any Claim against any Debtor and
any guarantee thereof executed by any other Debtor will be one
obligation, and (iv) each and every Claim filed or Allowed, or to
be filed or Allowed, in the Case of any of the Debtors will be
deemed filed and Allowed against all other Debtors.
A full-text copy of the Disclosure Statement is available for free
at:
http://bankrupt.com/misc/flsb8-17-09328-78.pdf
About Multimedia Platforms Worldwide
Multimedia Platforms, Inc. (OTCQB: MMPW) is a publicly traded
multiplatform publishing and technology company that creates,
curates, aggregates and distributes compelling, advertiser-friendly
content to the LGBT community. MPI was created following the
merger between Sports Media Entertainment Corp., a Nevada
corporation, and Multimedia Platforms, LLC, a Florida limited
liability company, on Jan. 29, 2015.
MPI currently produces 5 iconic print brands: Florida Agenda,
Frontiers Media, WiRld City Guides, Next (New York), and Next
(South Florida). The MPI brands currently represent 7.5 million
readers and 4+ million online visitors annually, and represents
three of America's most populous LGBT markets: California, New York
and Florida.
Multimedia Platforms Worldwide, Inc., Multimedia Platforms, Inc.,
and New Frontiers Media Holdings, LLC, filed for Chapter 11
protection (Bankr. S.D. Fla. Lead Case No. 16-23603) on Oct. 4,
2016. The petitions were signed by Bobby Blair, CEO. The cases
are assigned to the Judge Raymond B. Ray. At the time of filing,
MPW estimated assets at $0 to $50,000 and liabilities at $1 million
to $10 million.
The Debtors are represented by Michael D. Seese, at Seese, P.A.
An Official Committee of Unsecured Creditors has not yet been
appointed in the Chapter 11 case.
MURPHY OIL: Moody's Affirms Ba3 CFR & Alters Outlook to Positive
----------------------------------------------------------------
Moody's Investors Service has affirmed Ba3 corporate family rating
of Murphy Oil Corporation, Ba3-PD probability of default and Ba3
ratings assigned to its senior unsecured notes. The outlook is
changed to positive from stable.
"The positive rating outlook reflects our expectation that the
company will continue to strengthen its leverage profile as it
shifted its focus to self-funded growth and short-cycle capital
projects," commented Elena Nadtotchi, Vice President Senior Credit
Officer at Moody's.
RATINGS RATIONALE
Murphy's Ba3 CFR is underpinned by its disciplined reinvestment of
operating cash flow to deliver a steady growth in production, even
as higher rates of decline in its mature offshore fields offset
rapidly rising onshore production in the US and Canada. The company
generates relatively high cash margins, backed by strong price
realizations in its Asian operations, as well as oil bias in
production, competitive cost structure and supported by hedging.
Moody's expects that Murphy will continue to generate strong
operating cash flow and will turn free cash flow positive in 2018,
after covering its capital and exploration spending of $1.1-1.2
billion, as well as its dividend.
Steady growth amid the improved oil prices should boost cash flow
coverage of debt metrics, with RCF/debt trending to 35% in 2019, up
from 25% at the end of Q2 2018. As the company is stabilizing its
production after sizable divestments in 2016, Murphy's debt/average
production and debt/reserves metrics will likely remain elevated,
compared to peers.
The positive outlook reflects the on-going reversal of the decline
in production lead by profitable growth in onshore operations in
the US and Canada, as well as the expected improvement in the
leverage profile.
Murphy's ratings could be upgraded if the company demonstrates
consistent production growth funded through cash flow while
sustaining RCF/Debt above 25% and a leveraged full-cycle ratio
(LFCR) of 1.5x.
Murphy's ratings could be downgraded if retained cash flow to debt
fall towards 15% or the LFCR falls below 1x on a sustained basis.
Murphy's SGL-1 rating reflects a very good liquidity profile
through 2019, with cash flow from operations sufficient to cover
capital expenditures and dividends, large cash balances of around
$0.9 billion and an undrawn $1.1 billion unsecured revolving credit
facility as of June 30, 2018 with $28 million in letters of credit
issued.
Murphy's $1.1 billion revolver expires in August 2021. Moody's
expects the company to remain well in compliance with its financial
covenants of EBITDAX/Interest coverage no less than 2.5x and
debt/EBITDAX of less than 4.0x. In order to avoid having the
revolver become secured Murphy is required to maintain debt/EBITDAX
no greater than 3.5x. Moody's expects Murphy to generate EBITDAX
more than sufficient to remain in compliance with this springing
collateral test. Murphy's next maturity is $500 million and $600
million of senior notes maturing in 2022.
Murphy's senior unsecured notes are rated Ba3, the same as the CFR
in accordance with Moody's Loss Given Default Methodology.
Murphy Oil Corporation is an independent E&P company with producing
and/or exploration activities in the US, Canada, Mexico, Malaysia,
Brunei, Australia, Brazil and Vietnam. As of December 31, 2017,
Murphy had 698 million barrels of oil equivalent of proved
reserves. The company's production averaged 171 thousand barrels of
oil equivalent per day during Q2 2018.
Outlook Actions:
Issuer: Murphy Oil Corporation
Outlook, Changed To Positive From Stable
Affirmations:
Issuer: Murphy Oil Corporation
Probability of Default Rating, Affirmed Ba3-PD
Speculative Grade Liquidity Rating, Affirmed SGL-1
Corporate Family Rating, Affirmed Ba3
Senior Unsecured Regular Bond/Debenture, Affirmed Ba3 (LGD4)
NEIGHBORS LEGACY: Committee Taps GlassRatner as Financial Advisor
-----------------------------------------------------------------
The official committee of unsecured creditors of Neighbors Legacy
Holdings, Inc. seeks approval from the U.S. Bankruptcy Court for
the Southern District of Texas to hire GlassRatner Advisory &
Capital Group, LLC as its financial advisor.
The firm will assist the committee in reviewing the financial
aspects of any plan of reorganization filed in the Debtor's Chapter
11 case; represent the committee in negotiations; review efforts to
sell the Debtor; address any related financial and business issues;
and provide other financial advisory services related to case.
GlassRatner does not represent any other entity having an adverse
interest to the committee or the Debtor and its estate, according
to court filings.
The firm can be reached through:
Mark Shapiro
GlassRatner Advisory & Capital Group, LLC
3500 Maple Avenue, Suite 350
Dallas, TX 75219
Main: (469) 445-1002
Mobile: (303) 482-7218
Email: mshapiro@glassratner.com
About Neighbors Legacy Holdings
Neighbors Legacy Holdings -- http://www.neighborshealth.com/-- and
its subsidiaries currently operate 22 freestanding emergency
centers throughout the State of Texas, including in the greater
Houston area, South Texas, El Paso, the Golden Triangle, the
Panhandle, and the Permian Basin. The Emergency Centers are
designed to offer an attractive alternative to traditional hospital
emergency rooms by reducing wait times, providing better working
conditions for physicians and staff, and giving patient care the
highest possible priority. The Debtors were founded in Houston in
2008 by nine emergency room physicians.
EDMG, LLC, Neighbors Legacy Holdings and several affiliates sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.
Tex. Lead Case No. 18-33836) on July 12, 2018. In the petition
signed by Chad J. Shandler, its chief restructuring officer, the
Debtor disclosed less than $50,000 in assets and less than $50,000
in liabilities. Shandler is with CohnReznick LLP.
Judge Marvin Isgur presides over the cases. John F Higgins, IV,
Esq., at Porter Hedges LLP, serves as counsel to the Debtors. They
hired Houlihan Lokey Capital, Inc., as investment bankers.
The Office of the U.S. Trustee appointed an official committee of
unsecured creditors on July 23, 2018. The committee has hired Cole
Schotz P.C. as its legal counsel.
OCEAN CLUB: Amends Plan to Incorporate Settlement with Hancock Bank
-------------------------------------------------------------------
Ocean Club of Walton County, Inc., filed with the U.S. Bankruptcy
Court for the Northern District of Florida, Pencasola Division, a
first amended disclosure statement dated August 6, 2018, explaining
its first amended Chapter 11 plan.
The First Amended Disclosure Statement states that the Plan
provides for the continued operation of the Debtor pursuant to a
compromise and settlement of Hancock Bank's secured claim against
the Debtor's Real Property. The Plan provides for Cash payments to
Holders of Allowed Claims, except Holders of Equity Interests.
Class 1: Allowed Secured Tax Claims. Class 1 consists of all
Allowed Secured Tax Claims of the Walton County Tax Collector.
Each Holder of an Allowed Secured Tax Claim shall be paid on the
Effective Date an amount, in Cash, by the Reorganized Debtor equal
to the Allowed Amount of its Secured Tax Claim. Class 1 is
Unimpaired by the Plan. Each Holder of an Allowed Secured Tax
Claim conclusively is presumed to have accepted the Plan and is not
entitled to vote to accept or reject the Plan.
Class 2: Allowed Hancock Bank Secured Claim. Class 2 consists
of the Allowed Hancock Bank Secured Claim. Pursuant to an
agreement between Hancock Bank and the Debtor, such Claim shall be
deemed an Allowed Claim that is Impaired under the Plan, and shall
be subject to the following treatment:
a. The Debtor and Hancock Bank agree that if the Debtor timely
complies with the terms and conditions set forth in Article 5.3 of
the Plan and is not otherwise in default of its obligations to
Hancock Bank hereunder, then Hancock Bank will accept payment of
the Hancock Bank Plan Claim Amount in full and complete
satisfaction of the Allowed Hancock Bank Secured Claim.
b. On or before the Effective Date, the Debtor shall pay to
Hancock Bank the sum of $200,000 in Cash, which payment shall
reduce the balance owed to Hancock Bank on account of the Allowed
Hancock Bank Secured Claim to $910,000.
c. Hancock Bank will retain its lien on the Hancock Bank
Collateral in order to secure repayment of the Allowed Hancock Bank
Secured Claim.
d. The Debtor will maintain sufficient hazard, flood and
general liability and casualty insurance with respect to the
Hancock Collateral. All such policies of insurance: (i) shall be
with an insurer and in such amounts that are acceptable to Hancock
Bank; (ii) shall reflect that Hancock Bank is an additional insured
or loss payee; and (iii) shall contain provisions that ensure
Hancock Bank is given not less than 30 days’ notice of
cancellation of any such insurance. A failure to maintain such
insurance shall be a default under the Plan.
e. The Hancock Claim Balance shall be amortized over 20 years
at 5.5% interest.
f. Beginning on the date that is 31 days after the Effective
Date, the Debtor shall make monthly payments of interest only to
Hancock Bank for a period of 12 months.
g. Beginning on the 20th day of the 14th month following the
Effective Date, the Debtor shall make monthly payments of principal
and interest to Hancock Bank in accordance with the amortization
terms set forth above. There shall be a balloon payment due to
Hancock Bank on the 12th day of the 37th month after the Effective
Date equal to all unpaid interest and principal outstanding on
account of the Hancock Claim Balance as of such date.
h. There shall be no prepayment penalties with respect to the
Hancock Claim Balance. In the event the Debtor pays the entire
outstanding Hancock Claim Balance then owed to Hancock Bank on or
before the 20th day of the 25th month following the Effective Date,
Hancock Bank shall discount such outstanding Hancock Claim Balance
then owed by $50,000.
i. In order to implement the provisions of the Plan with
respect to the treatment of the Allowed Hancock Bank Secured Claim,
the Debtor and Hancock Bank agree that they will enter into a
Forbearance Agreement that will include the following terms and
conditions:
(i) There shall be a 5-day grace period with respect to all
payments due to Hancock Bank under Article 5.3 of the Plan
(including the tax escrow payments), except for the Hancock
Maturity Date payment, for which there shall be no grace period.
All payments subject to the grace period must be received by
Hancock Bank and the tax escrow holder not later than the end of
such grace period. In the event a payment is not received by the
end of such grace period, Hancock Bank may assert a default under
the terms of the agreement set forth herein (which terms shall also
be memorialized in the Forbearance Agreement) by providing written
notice via email or facsimile to the Debtor and to the Debtor’s
counsel. Such notice shall be deemed to have been given
immediately upon its being sent. The Debtor shall then have 72
hours from the time such notice is sent within which to cure the
default by delivering the required payment, in full, to Hancock
Bank via good and collectible funds. Such right to cure shall not
apply with respect to the Hancock Maturity Date payment, and
Hancock Bank shall not be required to provide any notice to the
Debtor nor any opportunity to cure with respect to a default
arising from a failure to make the Hancock Maturity Date payment.
(ii) The Debtor shall establish an escrow account to hold
deposits of funds necessary to pay the estimated 2018 real and
personal property taxes due to Walton County, Florida, on March 31,
2019. The first deposit for such tax escrow shall be due on the
Effective Date in the amount of $2194.68 and deposits of $548.67
per month shall be made thereafter on a monthly basis provided that
sufficient deposits have been made to such account not later than
March 24, 2019 to ensure that the 2018 taxes are timely paid in
full. Thereafter, the Debtor shall continue to make monthly
deposits into such escrow (equivalent to 1/12 of the actual taxes
due for the preceding year) to ensure that the real and personal
property taxes due in subsequent years are timely paid in full.
This tax escrow obligation shall continue until such time as the
Debtor continues to be obligated to Hancock Bank.
(iii) In the event the Debtor fails to timely cure any
default, Hancock Bank may, in its sole and absolute discretion,
file an appropriate motion, paper, application or other paper in
the State Court Foreclosure Action and seek, on an ex parte basis,
entry of appropriate orders or rulings to amend the Hancock Bank
Foreclosure Judgment in order to (a) adjust such judgment to take
into account the amounts remaining due to Hancock Bank based on the
Allowed Hancock Bank Secured Claim, less a credit for any payments
actually made to Hancock Bank pursuant to the Plan, and (b) set a
foreclosure sale date for the Hancock Collateral in accordance with
Florida law. The Debtor agrees that if it fails to timely make any
payment(s) due under the Plan to or for the benefit of Hancock
Bank, it will be deemed to have waived any and all equitable
defenses to Hancock Bank’s resumption of the foreclosure action
including, but not limited to, a foreclosure sale.
(iv) The Forbearance Agreement contemplated herein shall be
drafted by counsel for Hancock Bank and contain such other terms
and conditions that Hancock Bank typically requires; provided,
however, that such terms and conditions shall expressly include the
terms for repayment of the Hancock Bank Plan Claim Amount as set
forth above.
(v) The Debtor will also cooperate with Hancock Bank to the
extent requested in order to abate the State Court Foreclosure Case
subsequent to confirmation of the Plan.
(vi) The Debtor shall place a deed in lieu of foreclosure in
escrow. Such deed shall not be released unless an uncured default
occurs under the Plan. In order to reduce risk for Hancock Bank,
in the event of a default that is not timely cured, the Debtor will
not contest the release of the deed in lieu of foreclosure or,
alternatively, will consent to foreclosure in the event that
Hancock Bank elects to foreclose.
j. The Equity Holder(s) in the Reorganized Debtor shall not
pledge or encumber their Equity Interest(s) in the Reorganized
Debtor unless and until the Claim Balance is paid in full pursuant
to the terms of the Plan.
k. Upon payment in full of the Allowed Hancock Bank Secured
Claim pursuant to the terms of the Plan, and provided that the
Debtor is not otherwise in default of its obligations to Hancock
Bank under the Plan, the Holder(s) of the Allowed Hancock Bank
Secured Claim shall be deemed to have been paid in full on account
of such Claim, shall release its lien against any Hancock Bank
Collateral securing such Claim, and shall issue a satisfaction of
the Hancock Bank Foreclosure Judgment, as appropriate.
Class 2 is Impaired by the Plan. The Holder(s) of the Allowed
Hancock Bank Secured Claim is entitled to vote to accept or reject
the Plan.
Class 3: Unsecured Claims. Class 3 consists of all Allowed
Unsecured Claims. Holders of Allowed Class 3 Unsecured Claims will
receive payment of their Allowed Claims through a Distribution of
their Pro Rata Share of an annual disbursement of funds to the
Holders of Unsecured Claims paid over the life of the Plan from the
Debtor's post-petition disposable income. Such payments to Allowed
Unsecured Claims shall be payable in 5 annual payments, commencing
one year from the Effective Date. Class 3 is Impaired by the Plan.
Each Holder of a Class 3 Claim is entitled to vote to accept or
reject the
Plan.
Class 4: Equity Interests. Class 4 consists of all Equity
Interests. The Equity Holder(s) will retain their Equity
Interests, but shall not receive any distribution under the Plan on
account of any prepetition capital contribution(s) to the Debtor.
Class 4 is Impaired by the Plan. Each Holder of a Class 4 Claim is
entitled to vote to accept or reject the Plan.
The First Amended Disclosure Statement further states that the Plan
provides for the continued operation of the Debtor as the
Reorganized Debtor. The Plan shall be implemented on the Effective
Date, and the primary sources of the funds necessary to implement
the Plan will be funds from operations and loans from third
parties. At the present time, the Debtor believes that the
Reorganized Debtor will have sufficient funds, as of the Effective
Date, to pay in full the expected payments required under the
Plan.
For the period of November 14, 2017, through May 31, 2018, the
Debtor generated gross receipts of $443,581.28 and net cash flow of
$475,562.65.
A copy of the First Amended Disclosure Statement from
PacerMonitor.com is available at https://tinyurl.com/yc5lgxrq at no
charge.
About Ocean Club
Headquartered in Miramar Beach, Florida, Ocean Club of Walton
County, Inc. -- http://theoceanclubdestin.com/-- operates the
Ocean Club seafood restaurant located at the entrance to Tops'l
Beach & Racquet Resort and across the street from Sandestin Golf
and Beach Resort in Destin. The restaurant's menu includes Smoked
Scottish Salmon, Steamed Prince Edward Island Mussels Provencale,
Buttermilk Fried Calamari, and Shrimp Cocktail. The Ocean Club
prides itself on providing live entertainment from the Emerald
Coast artists.
The Debtor filed for Chapter 11 bankruptcy protection (Bankr. N.D.
Fla. Case No. 17-31019) on Nov. 14, 2017, estimating its assets at
between $500,000 and $1 million and liabilities at between $1
million and $10 million. The petition was signed by Cary Shahid,
president. Judge Jerry C. Oldshue Jr. presides over the case.
Jodi Daniel Cooke, Esq., at Stichter, Riedel, Blain & Postler,
P.A., serves as the Debtor's bankruptcy counsel.
PACIFIC DRILLING: Majority Shareholder Backs Reorganization Plan
----------------------------------------------------------------
Pacific Drilling S.A. on Aug. 20, 2018, disclosed that its plan of
reorganization filed on July 31, 2018 (the "Plan"), based on a
proposal presented to the Company's Board of Directors by an ad hoc
group of its secured creditors (collectively, the "Ad Hoc Group"),
now has the full support of the Company's majority shareholder,
Quantum Pacific (Gibraltar) Limited ("QP"). The Plan was already
supported by all of the Company's major creditor interests. With
QP's participation, the Company expects a smooth plan confirmation
process and a quick emergence from its Chapter 11 proceedings.
Pacific Drilling CEO Paul Reese commented, "The agreement reached
by QP and the Ad Hoc Group delivers the final piece needed to make
the Company's Plan a consensual one that has the support of the
Company's major stakeholders. The agreement should allow the Plan
to move forward efficiently and expeditiously through the
implementation and confirmation process."
Pursuant to the Plan, the Company expects to raise $1.5 billion of
new capital comprised of $1.0 billion in a combination of first and
second lien secured notes and $500 million of equity through a
rights offering and a private placement. Under the Plan, existing
holders of Pacific Drilling common shares would receive no
recovery.
Under the agreement reached in successful mediation proceedings, QP
and its investment partners will commit to purchase $100 million of
the first lien secured notes and $100 million of the second lien
secured notes to be issued pursuant to the third-party syndicated
financing contemplated by the Plan and will commit to purchase $50
million of the new equity in the Company through a private
placement.
Cyril Ducau, the Company's Chairman of the Board, stated, "After
over a year of negotiations, we are happy to see a breakthrough in
the talks between the Quantum Pacific Group and the Ad Hoc Group.
With significant new capital commitments from both groups and the
support from all stakeholders, Pacific Drilling is now on track to
exit Chapter 11 with one of the strongest balance sheets in the
industry and ample liquidity to see it through the long-expected
recovery of the offshore drilling industry."
The Plan was developed over the course of comprehensive mediation
discussions between the Company's Board of Directors and its
stakeholders. The Plan will strengthen the Company's balance sheet
by reducing its leverage and delivering a substantial amount of new
capital. Upon consummation of the Plan, Pacific Drilling's cash
position will be significantly enhanced, and the Company will be in
a much stronger financial position to take advantage of its
dedicated, high-specification deepwater drillship fleet in
anticipation of an improving market for offshore drilling
services.
Additionally, upon consummation of the Plan, the Company expects to
pay all unsecured trade claims in full. Consummation of the Plan
is subject to execution and delivery of definitive agreements,
Bankruptcy Court approval, completion of the anticipated financing
transactions and other customary conditions. Given the consensus
now achieved among all of the Company's key stakeholders, it is
expected that the remainder of the Chapter 11 proceedings can be
concluded quickly.
N. Scott Fine, Vice Chairman of the Pacific Drilling Board of
Directors, further commented, "We owe a debt of gratitude to all of
our advisors and especially our mediator, Judge James Peck (ret),
for their tireless work in helping us reach what the Company has
strived for from the beginning of its Chapter 11 process, a
consensual plan."
The Company was advised through this process by AlixPartners LLP as
Financial Advisor, Evercore as Investment Bankers and Togut, Segal
& Segal LLP as bankruptcy counsel.
About Pacific Drilling
Pacific Drilling S.A. (OTC: PACDQ) a Luxembourg public limited
liability company (societe anonyme), operates an international
offshore drilling business that specializes in ultra-deepwater and
complex well construction services. Pacific Drilling --
http://www.pacificdrilling.com/-- owns seven high-specification
floating rigs: the Pacific Bora, the Pacific Mistral, the Pacific
Scirocco, the Pacific Santa Ana, the Pacific Khamsin, the Pacific
Sharav and the Pacific Meltem. All drillships are of the latest
generations, delivered between 2010 and 2014, with a combined
historical acquisition cost exceeding $5.0 billion. The average
useful life of a drillship exceeds 25 years.
On Nov. 12, 2017, Pacific Drilling S.A. and 21 affiliates each
filed a voluntary petition for relief under Chapter 11 of the
United States Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No.
17-13193). The cases are pending before the Honorable Michael E.
Wiles and are jointly administered.
Pacific Drilling disclosed $5.46 billion in assets and $3.18
billion in liabilities as of Sept. 30, 2017.
The Debtors tapped Sullivan & Cromwell LLP as bankruptcy counsel
but was later replaced by Togut, Segal & Segal LLP; Evercore
Partners International LLP as investment banker; AlixPartners, LLP,
as restructuring advisor; Alvarez & Marsal Taxand, LLC as executive
compensation and benefits consultant; Ince & Co LLP and Jones
Walker LLP as special counsel; and Prime Clerk LLC as claims and
noticing agent.
The RCF Agent tapped Shearman & Sterling LLP, as counsel, and PJT
Partners LP, as financial advisor.
The ad hoc group of RCF Lenders engaged White & Case LLP, as
counsel.
The SSCF Agent tapped Milbank Tweed, Hadley & McCloy LLP, as
counsel, and Moelis & Company LLC, as financial advisor.
The Ad Hoc Group of Various Holders of the Ship Group C Debt, 2020
Notes and Term Loan B tapped Paul, Weiss, Rifkind, Wharton &
Garrison, in New York as counsel.
PETROCHEM INSULATION: Bid to Dismiss Labor Suit Partly OK'd
-----------------------------------------------------------
In the case, IAFETA MAUIA, Plaintiff, v. PETROCHEM INSULATION,
INC., Defendant, Case No. 18-cv-01815-MEJ (N.D. Cal.), Magistrate
Judge Maria-Elena James of the U.S. District Court for the Northern
District of California granted in part the Defendant's Motion to
Dismiss pursuant to Federal Rule of Civil Procedure (Rule)
12(b)(6), and/or Strike pursuant to Rule 12(f).
The Plaintiff worked as an Onsite Project Manager/Superintendent
for the Defendant until March 2016. He was an hourly employee.
During his employ, he was assigned to work on several off-shore oil
platforms in the California coastal waters. Each of his "hitches"
aboard the platforms typically lasted seven days, but were
sometimes longer. The Plaintiff was carried to and from each hitch
by a helicopter or boat hired by the Defendant; he could not come
on or off the platform on his own. He alleges that, even though he
was on the platform for the duration of each hitch, he typically
received pay for only 12 hours each day while on the oil platforms,
but nothing for the remaining 12 hours of restricted/controlled
stand-by which were also spent on the platforms.
On this basis, the Plaintiff alleges he did not receive
compensation for all hours worked on the platform. And because he
could not leave the platform during his meal or rest periods, he
alleges he remained on duty or on call during those times. He
alleges that, as such, the Defendant was required to pay him one
extra hour of pay for each on duty meal or rest period, and that
the Defendant failed to do so. He also alleges he was denied
accurate pay stubs.
Based on these allegations, the Plaintiff asserts the following
claims on behalf of himself and a putative class of other similarly
situated persons: (1) failure to pay minimum wage in violation of
California Labor Code Sections 1194, 1197; (2) failure to pay
overtime and double-time premium wages in violation of California
Labor Code Section 510 and 8 California Code of Regulations Section
11160, subd. 3(A); (3) failure to provide lawful meal and rest
periods in violation of California Labor Code Sections 226.7, 512,
and 8 California Code of Regulations Section 11160, subd. 3(A); (4)
unfair competition pursuant to California Business and Professions
Code Section 17200; and (5) willfully failing to pay final wages to
Plaintiff within 72 hours of his leaving the Defendant's employ, in
violation of California Labor Code Section 203.
From May 7, 2012 through the present, the Defendant was party to a
collective bargaining agreement ("CBA") with a labor union of which
the Plaintiff was a member.
Pending before the Court is the Defendant's Motion to Dismiss
pursuant to Federal Rule of Civil Procedure (Rule) 12(b)(6), and/or
Strike pursuant to Rule 12(f). The Plaintiff filed an Opposition,
and the Defendant filed a Reply.
Magistrate Judge James finds that indeed, to the extent that the
Plaintiff contends he should have been paid for the 12-hour period
in addition to the 12-hour shift during which he was actively
engaged in work, his claim for 'minimum wages' is effectively a
claim for further payment of 'overtime' or 'double time' wages.
The Plaintiff's claim is that he is entitled to be paid a minimum
wage for the time he was kept on a platform, unable to leave,
during his multi-day hitches. Whether this time would make the
Defendant liable for additional overtime wages is a separate and
distinct issue, which does not provide any basis for dismissing the
claim as it is pleaded in the FAC. The Defendant's motion to
dismiss the first cause of action is denied.
The Plaintiff alleges he generally worked 12-hour shifts and was
not compensated for the remaining 12 hours of the day; but he
neither alleges nor argues, that on its face, the CBA excludes some
overtime hours worked from premium wage rates. The CBA both
provides premium wage rates for all overtime hours worked and a
regular hourly rate of pay of not less than 30 percent more than
the state minimum wage. Under these circumstances, the Magistrate
Judge follows the plain language of Section 514 and the reasoning
of the Hernandez Court. The motion to dismiss the overtime claim
is granted.
The Magistrate Judge denied the motion to dismiss the meal period
and rest break claim. Her conclusion is reinforced by the
Defendant's failure to identify provisions that the Court will need
to interpret, rather than simply refer to, in deciding Plaintiff's
claims. To the extent the Defendant argues the parties have
interpreted the rest break provision to apply equally to meal
breaks, those facts are not properly before the Court on a motion
to dismiss. And while the CBA does address rest periods, she
agrees that the Defendant has failed to explain what substantive
interpretation of the CBA will be required. She cannot find the
Plaintiff's meal and rest breaks are preempted by the Labor
Management Relations Act.
As for the dismissal of the UCL claim, the Magistrate Judge holds
she needs not at this stage decide whether penalties under Labor
Code Section 226.7 are wages that may be recovered as restitution
or liquidate damages that are not. The FAC does not specifically
seek disgorgement of the additional hour provided by Section
226.7(c), it seeks disgorgement of any benefit the Defendant
obtained from willfully failing to pay the Plaintiff overtime,
double-time, meal, and rest period premium wages under California
law. She already declined to dismiss the minimum wage and
meal/rest-break claims, and thus declines to dismiss the UCL claim
to the extent it is based on those violations. Thus, regardless of
whether the additional hour provided by Section 226.7(c) is
recoverable under the UCL, the Plaintiff states a UCL claim. The
motion to dismiss the UCL claim is denied.
The Magistrate Judge granted the motion to dismiss the Section 203
claim. Merely alleging willfulness is insufficient to satisfy Rule
8; rather, the Plaintiff must support that allegation with facts.
While the Plaintiff needs not plead willfulness with specificity,
he must plead allegations sufficient to show this claim is
plausible. At this point, he has not done so.
The Defendant originally argued that the Plaintiff was required to
exhaust his administrative remedies before filing his lawsuit, but
essentially abandoned that argument in its Reply. The CBA only
addresses the arbitration of "grievances", which are defined as
"controversies" that involve the interpretation of alleged
violation of any provision or intent of the Agreement. These
provisions do not explicitly waive the Plaintiff's rights to bring
statutory claims in a judicial forum; as such, the Plaintiff cannot
be found to have clearly and unmistakably waived his right to do
so.
Finally, the Magistrate Judge granted the motion to dismiss the
Plaintiff's request for injunctive relief. It is undisputed that
the Plaintiff is no longer employed by the Defendant. The
Plaintiff does not allege he may seek future employment with the
Defendant. He therefore lacks Article III standing to seek
injunctive relief because he cannot demonstrate a credible threat
of future injury.
For these reasons, Magistrate Judge James granted in part and
denied in part the Defendant's motion to dismiss. The second and
fifth causes of action are dismissed with leave to amend. The
request for injunctive relief is dismissed without leave to amend
with respect to Mr. Mauia; if a plaintiff with standing to seek
such relief joins the action, he or she may seek leave to amend the
pleadings at that time. Any amended pleading is due within 14 days
of the date of the Order. The responses will be due within 14 days
thereafter.
A full-text copy of the Court's July 3, 2018 Order is available at
https://is.gd/e00oYg from Leagle.com.
Iafeta Mauia, Plaintiff, represented by Andrew Clayton Ellison --
andrew@strausslawyers.com -- Palay Law Firm, Aris Edmund Karakalos
-- aris@strausslawyers.com -- Strauss and Strauss, APC & Michael
Anthony Strauss -- mike@strausslawyers.com -- Strauss & Strauss,
APC.
Petrochem Insulation, Inc., Defendant, represented by John Arthur
Van Hook -- jvanhook@mcguirewoods.com -- McGuire Woods LLP, Sylvia
Jihae Kim -- skim@mcguirewoods.com -- McGuire Woods LLP & Michael
David Mandel -- mmandel@mcguirewoods.com -- McGuireWoods LLP.
PRIME SOURCE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Prime Source Accessories, Inc.
aka Prime Source Accessories LTD
dba All For Color
dba Sloane Ranger
dba Room It Up
1685 NW Federal Highway
Stuart, FL 34997
Business Description: Prime Source Accessories, Inc., with
headquarters in south Florida and full
service sourcing offices in Hong Kong &
Shenzhen, China, is a design and
manufacturing and sourcing firm targeting
the teen, collegiate and adult segments of
the retail industry. Prime Source is
a privately held company founded in 1997.
Chapter 11 Petition Date: August 21, 2018
Case No.: 18-20158
Court: United States Bankruptcy Court
Southern District of Florida (West Palm Beach)
Judge: Hon. Erik P. Kimball
Debtor's Counsel: Craig I. Kelley, Esq.
KELLEY & FULTON, PL
1665 Palm Beach Lakes Blvd #1000
West Palm Beach, FL 33401
Tel: 561-491-1200
Email: craig@kelleylawoffice.com
dana@kelleylawoffice.com
Total Assets: $394,163
Total Liabilities: $1,011,261
The petition was signed by Jamie Chauss, president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at:
http://bankrupt.com/misc/flsb18-20158.pdf
PRINCETON ALTERNATIVE: Objects to Ranger's Examiner Motion
----------------------------------------------------------
BankruptcyData.com reported that Princeton Alternative Income Fund
("PAIF") and Princeton Alternative Funding ("PAF") filed with the
Court an objection to the motion by Ranger Specialty Income Fund,
Ranger Alternative Management II and Ranger Direct Lending Fund
Trust (collectively, "Ranger") for appointment of an examiner
pursuant to 11 U.S.C. section 1104(c). The objection asserts,
"Appointment of an examiner is authorized where the debtor's
'fixed, liquidated, unsecured debts' exceed $5 million or where it
would be 'in the interests of creditors, any equity security
holders, and other interests of the estate.' In either
circumstance, such appointment must be 'appropriate.' Ranger has
failed to carry its burden of proving that appointment of an
examiner would serve the interests of creditors, equity interests
and other stakeholders, and neither of the Debtors has fixed,
liquidated, unsecured debts that exceed $5 million. Ranger filed
this motion before the Arbitration Panel issued the Partial Final
Award. Most of the allegations made by Ranger to support the
appointment of an examiner were rejected by the Panel in the Award.
Based upon the Award and the current status of the Debtors'
bankruptcy cases, the Court should find that the appointment of an
examiner is not warranted, and the Motion should be denied."
About Princeton Alternative
Princeton Alternative Income Fund, LP, and Princeton Alternative
Funding LLC, a fund management company, sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Lead Case No.
18-14603) on March 9, 2018. Judge Michael B. Kaplan presides over
the cases.
In the petitions signed by John Cook, authorized representative,
PAIF estimated assets of $50 million to $100 million and
liabilities of $1 million to $10 million. PAF estimated assets of
less than $100,000 and liabilities of $1 million to $10 million.
Sills Cummis & Gross, P.C., is the Debtor's counsel. Liggett &
Webb, P.A., has been tapped to serve as accountant.
The Debtors tapped JAMS/Hon. Steven Rhodes to provide mediation
services, to take place in New York City.
RICHARD CASTRONOVA: $1M Sale of West Milford Property Approved
--------------------------------------------------------------
Judge Vincent F. Papalia of the U.S. Bankruptcy Court for the
District of New Jersey authorized Richard Castronova's sale of his
interest to Shil Patel and Ronak Patel in (i) the real property
located at 1612 Union Valley Road, West Milford, New Jerseyfor
$850,000; and (ii) the Bearfort Plaza's liquor license to the
Patels for $200,000.
A hearing on the Motion was held on Aug. 14, 2018.
The sale is free and clear of liens and claims.
In order to effectuate the sale of the Property and Liquor License,
the Debtor is authorized to enter into the Non-Compete Clause.
The Motion included a request to pay the Broker from the sale
proceeds. Pursuant to D.N.J. LBR 6004-5, the Debtor will pay the
Broker, commissions totaling 5% of the total price from the sale
proceeds at closing without the need for a separate application for
compensation.
The provisions of the Order will be self-executing, and neither the
Debtor, Purchaser nor any other party will be required to execute
or file releases, termination statements, assignments,
cancellations, consents or other instruments to effectuate,
consummate and/or implement the provisions hereof with respect to
such sale.
Notwithstanding Bankruptcy Rule 6004(h), the order authorizing the
sale of real property will not be stayed for 14 days after its
entry, but will be effective and enforceable immediately upon
entry.
A true copy of the Order will be served on all parties who received
notice of the Motion, within seven days from its entry.
Richard Castronova sought Chapter 11 protection (Bankr. D.N.J. Case
No. 18-18894) on May 1, 2018. The Debtor tapped John J. Scura,
III, Esq., at Scura, Wigfield, Heyer & Stevens, LLP, as counsel.
RICHARD SOLBERG: Trustee's Auction Sale of Roseau Property Approved
-------------------------------------------------------------------
Judge Michael E. Ridgway of the U.S. Bankruptcy Court for the
District of Minnesota authorized David G. Velde, Trustee of Richard
Allen Solberg, doing business as Solberg Farms Minnesota, to sell
parcels of real property located in Roseau County, Minnesota at
auction.
The sale is free and clear of liens and encumbrances.
The mortgages of AXA Equitable Life Insurance Co., Bremer Bank,
National Association, and Ultima Bank Minnesota, will attach to the
sale proceeds. These secured creditor/mortgagees are entitled to
credit bid at the auction sale.
The mortgages will be paid in order of recordation with the Roseau
County, Minnesota Recorder's office, plus interest, fees and costs
to the date of sale.
The filing of a certified copy of this Order with the County
Recorder of Roseau County, Minnesota, will act to discharge any
claims, liens or encumbrances against the property.
From the proceeds of sale, the auctioneer will be paid its fees and
costs pursuant to an order of the court authorizing the retention
of the auctioneer to perform said auction.
The sale of the Real Property will be sold subject to the current
lease agreements in place for the 2018 growing season, allowing the
current operators a chance to harvest the existing crop on the
land. Any party interested in reviewing any of the leases may
contact the Trustee's office for a copy. After the crop has been
harvested, any new operator will have the right of entry to prepare
the land for the following crop year.
The Trustee will provide to the Buyer(s) a Trustee's Deed,
Certificate Regarding Trustee, and a court-certified copy of the
order approving the sale free and clear.
Except as otherwise provided for herein, the Buyer will pay for all
closing costs including, but not limited to, title commitment fees,
premiums, recording fees and closing fees. The Buyer will pay any
real estate taxes, interest, penalties or assessments due and
payable upon the real estate sold.
The Real Property will be sold "as-is, where-is" as to the physical
condition of the property. The Buyer will pay any other costs not
previously identified in the Motion, which are owing and/or
necessary to obtain clear title to the Real Property. The Trustee
has obtained owners and encumbrance's reports on each parcel and
does not believe there to be any interest attaching to the parcels
other than as described.
Unless otherwise approved by the Court, the Auctioneer's fees and
expenses will be paid at the end of the Auction from the auction
proceeds, with the net amount remitted to the Bankruptcy Estate.
The Buyer may take possession of the Real Property immediately upon
closing.
If a parcel is purchased through a credit-bid, the issue of
auctioneer's fees and expenses is reserved by the Court for further
determination.
The Trustee is authorized to pay the motion filing fee from the
bankruptcy estate's funds. The proceeds from the auction will not
be dispersed without further order of the Court. The Trustee will
ask to pay approved claims, fees and expenses in the ordinary
course of the administration of the estate, pursuant to the
Trustee's final report which is subject to the approval of the U.S.
Trustee's Office and the United States Bankruptcy Court.
The Trustee is authorized to sign any documents necessary to
facilitate the sale and transfer of the Real Property.
The property is fully described in the Order, a copy of which is
available for free at:
http://bankrupt.com/misc/Richard_Solberg_312_Order.pdf
Richard Allen Solberg sought Chapter 11 protection (Bankr. D. Minn.
Case No. 17-60495) on Aug. 11, 2017. The Debtor tapped Kevin T.
Duffy, Esq., at Duffy Law Office as counsel.
RIVERBED PARENT: S&P Alters Outlook to Stable & Affirms 'B' ICR
---------------------------------------------------------------
S&P Global Ratings affirmed its 'B' issuer credit rating on San
Francisco-based Riverbed Parent Inc. and revised its rating outlook
to stable from negative.
S&P said, "The outlook revision reflects our expectation that
leverage will fall below 7x and FOCF to debt will grow to the
mid-5% area in 2019 as revenues grow in the mid-single-digits
organically on continued momentum in product bookings, and support
and services growth resulting from good product growth achieved in
2018. The rating also reflects the WAN optimization market that we
believe is in secular decline and the risk that the company might
not be able to establish a good position in the nascent but
fast-growing SD-WAN market against larger competitors such as Cisco
Systems Inc. and VMware Inc. These risks are partly offset by the
company's leading market position in WAN optimization, which we
believe gives it a good opportunity to expand into the SD-WAN
market, and good recurring support revenue around 50% of total.
"The stable outlook reflects our view that Riverbed's good position
in the WAN optimization market will allow it to benefit from the
expected fast growth of the adjacent SD-WAN market expected in
fiscal 2019, resulting in leverage falling below 7x.
"We could lower the rating if leverage remains above the mid-7x
area. This could occur if enterprise adoption of SD-WAN is slower
than we expect or if customers adopt SD-WAN products of competitors
like Cisco. It could also occur if a macroeconomic downturn causes
a decline in enterprise IT spending, or if the company pursues
debt-financed acquisitions or shareholder returns. EBITDA would
need to fall short of our 2019 forecast by nearly 15% to exceed
this level.
"We could raise the rating if the company sustains leverage below
5x, which we view as unlikely because if it were to reach this
level, we think its financial sponsor owners would want to
re-leverage the balance sheet, either for acquisitions or
shareholder returns. EBITDA would need to grow nearly 60% to reach
this level."
RM DEPOT: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------
The Office of the U.S. Trustee on August 20 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of RM Depot, Inc.
About RM Depot
Mattress Depot is located in the greater South Texas area, they
currently have six locations proudly serving Corpus Christi,
Flourblluff, Portland, Kingsville, Beville, and Victoria, Texas.
Mattress Depot is a top retailer for furniture and mattress in its
area and it works hard to offer a great selection at great prices.
RM Depot, Inc., doing business as Mattress Depot, filed a voluntary
petition for relief on July 11, 2018, under Chapter 11 of Title 11,
United States Code 11 U.S.C. Sec. 101 (Bankr. S.D. Tex. Case No.
18-20300) on July 11, 2018, listing under $1 million in both assets
and liabilities. Reese W. Baker, Esq., at Baker & Associates, is
the Debtor's counsel.
RODNEY WILLIAMS: $21K Sale of Jacksonville Property to Sable Okayed
-------------------------------------------------------------------
Judge Jerry A. Funk of the U.S. Bankruptcy Court for the Middle
District of Florida authorized Rodney Williams and Kasey Williams
to sell the real property located at 321 Belfort Street,
Jacksonville, Florida to Sable Stone Investments, LLC, for
$21,000.
The lien of Wilmington Savings Fund Society, FSB, as Trustee for
Stanwich Mortgage Loan Trust A, will be paid in full from the sale
subject to a payoff quote obtained at the time of closing. The
creditor will be paid directly through the escrow company at the
time of closing.
The Debtors will contact the Creditor and/or its counsel of record
prior to the closing of the sale to obtain an updated payoff quote
for the Subject Loan. The Creditor reserves the right to require
an updated payoff demand prior to any close of escrow to ensure its
claim is paid in full.
The Creditor's Claim will not be surcharged in any way with the
costs of the sale, broker commissions, attorneys' fees or any other
administrative claims, costs or expenses in connection with the
sale of the Property.
In the event that the sale of the Property is not completed or
funds are not received by Creditor to satisfy the Subject Loan in
full after closing, the Creditor will retain its lien for the full
amount due under the Note.
To the extent that the Debtors dispute any amounts which Creditor
claims are owed on the Subject Loan, that the undisputed amount of
the Creditor's Claim be paid at the close of the sale and for the
disputed amount of its claim to be segregated in an interest
bearing account with an additional $10,000 in sale proceeds pending
further Order of the bankruptcy court to allow the Creditor's
potential recovery of any of its reasonable attorney's fees and
costs incurred to the extent that Creditor successfully establishes
its right to the disputed amount due on its Claim.
If the Debtors fail to close escrow and payoff the Subject Loan in
accordance with the Order Approving the Motion to Sell within 60
calendar days of entry of the Order Approving the Motion to Sell,
the Order will be void.
Rodney Williams sought Chapter 11 protection (Bankr. M.D. Fla. Case
No. 12-04198) on June 25, 2012.
RONALD GOODWIN: $160K Sale of Walnut Grove Parcels Approved
-----------------------------------------------------------
Judge Robert E. Nugent of the U.S. Bankruptcy Court for the
District of Kansas authorized Ronald A. Goodwin and Michelle L.
Goodwin to sell the two parcels of real property located in
Sedgwick County, Kansas: (i) the South 100 feet of the North 500
feet of Lot 20, Walnut Grove; and (ii) the North 400 feet of Lot
20, Walnut Grove, to Pavement Pros, LLC, for $160,000.
The sale is free and clear of all mortgages, liens, interests and
encumbrances.
The purchase price will be less the combined total of the lease
payments Pavement Pros has made during the pendency of the
bankruptcy case, which payments total $16,832 ($160,000 - $16,832 =
143,168).
The Net Purchase Price will be paid in full at closing.
From the sale proceeds, the Debtors will pay:
a. the Debtors' share of the unpaid real estate taxes
attributable to the Real Estate, prorated to the date of closing;
b. the Debtors' share of closing expenses for title insurance,
recording fees, and other related closing costs;
c. The current outstanding balance on the owner carry-back
mortgage of Stone Masons, Inc; and
d. The remainder to the Internal Revenue Service per its tax
liens set.
Ronald A. Goodwin and Michelle L. Goodwin sought Chapter 11
protection (Bankr. D. Kan. Case No. 16-12205) on Nov. 8, 2017. The
Debtors tapped Mark J. Lazzo, Esq., as counsel.
SARAR US: Committee Taps Emerald Capital as Financial Advisor
-------------------------------------------------------------
The official committee of unsecured creditors of Sarar USA, Inc.,
seeks approval from the U.S. Bankruptcy Court for the District of
New Jersey to hire Emerald Capital Advisors as its financial
advisor.
The firm will assist the committee in analyzing the Debtor's
financial restructuring process; advise the committee regarding the
business and financial impact of various restructuring alternatives
of the Debtor; evaluate the Debtor's asset sale process; and
provide other financial advisory services related to the Debtor's
Chapter 11 case.
The firm will charge these hourly rates:
Managing Partners $550 to $600
Managing Directors $500
Vice-Presidents $400 to $450
Associates $350
Analysts $200 to $300
Emerald Capital is "disinterested" as defined in Section 101(14) of
the Bankruptcy Code, according to court filings.
The firm can be reached through:
John P. Madden
Emerald Capital Advisors
70 East 55th Street, 17th Floor
New York, NY 10022
Tel: 212.201.1904
Email: info@emeraldcapitaladvisors.com
About Sarar USA Inc.
Sarar USA, Inc. -- https://www.sararonline.com/ -- is a retailer of
high-end men's apparel selling suits, tuxedos, shirts, jackets,
trousers, shoes, polo shirts, outerwear, knitwear and accessories.
The company is an affiliate of a company based in EskiSehir,
Turkey. Sarar USA was founded in 2001 and is headquartered in
Little Falls, New Jersey.
Sarar USA, Inc., d/b/a Sarar USA, sought Chapter 11 protection
(Bankr. D.N.J. Lead Case No. 18-24538) on July 20, 2018. The Hon.
John K. Sherwood is the case judge. In the petition signed by CEO
Emre Duru, Sarar USA estimated assets of $1 million to $10 million
and liabilities of $10 million to $50 million. The Debtor tapped
Schuyler G. Carroll, Esq. and Jeffrey Vanacore, Esq. of Perkins
Coie LLP as counsel. Prime Clerk LLC acts is the Debtor's claims
agent.
SCOTTISH ANNUITY: Filed Distribution Trust Deal as Plan Exhibit
---------------------------------------------------------------
BankruptcyData.com reported that Scottish Annuity & Life Insurance
Company filed with the U.S. Bankruptcy Court a First Addendum to
Plan Supplement for Second Amended Joint Chapter 11 Plan of
Reorganization. The First Addendum to the supplement contains
Exhibit G -- Form of Distribution Trust Agreement.
About Scottish Holdings
Scottish Holdings, Inc., and Scottish Annuity & Life Insurance
Company (Cayman) operate as subsidiaries of Scottish Re Group Ltd.
Scottish Re Group Limited -- http://www.scottishre.com/-- is a
holding company organized under the laws of the Cayman Islands with
its principal executive office in Bermuda. Through its operating
subsidiaries, the company is engaged in the reinsurance of life
insurance, annuities and annuity-type products. These products are
written by life insurance companies and other financial
institutions primarily located in the United States. Scottish Re
Group has operating companies in Bermuda, Ireland, and the United
States.
Scottish Holdings and Scottish Annuity sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No.
18-10160) on Jan. 28, 2018. In the petition signed by CEO Gregg
Klinenberg, the Debtor estimated assets and liabilities of $1
billion to $10 billion.
The Debtors hired Hogan Lovells US LLP as bankruptcy counsel;
Morris, Nichols, Arsht & Tunnell LLP as co-counsel; Mayer Brown LLP
as special counsel; and Keefe, Bruyette & Woods, Inc., as
investment banker.
The Office of the U.S. Trustee appointed an official committee of
unsecured creditors on Feb. 20, 2018. The Committee tapped Mayer
Brown LLP as special counsel and Appleby (Cayman) Ltd. as special
counsel.
Max Mailliet serves as Luxembourg insolvency receiver of non-debtor
affiliate Scottish Financial (Luxembourg) S.a r.l.
SCOTTS MIRACLE-GRO: S&P Alters Outlook to Neg. & Affirms 'BB' ICR
-----------------------------------------------------------------
S&P Global Ratings revised its rating outlook on Marysville,
Ohio-based The Scotts Miracle-Gro Co. to negative from stable and
affirmed its 'BB' issuer credit rating.
S&P said, "We also affirmed our 'B+' issue rating on Scotts' $650
million senior unsecured notes (which consists of $400 million due
2023 and $250 million due 2026). The recovery rating remains '6',
indicating that creditors could expect negligible (0% to 10%;
rounded estimate: 0%) recovery in the event of a payment default.
"At the same time, we withdrew our rating on Scotts' $1.9 billion
senior secured bank credit facility, which has been refinanced with
an unrated $2.3 billion senior secured bank facility expiring in
2023."
Debt outstanding as of June 30, 2018 was $2.3 billion.
The outlook revision to negative from stable reflects the risk that
profitability may weaken due to several factors that could prevent
Scotts from improving credit ratios on a sustained basis, including
reducing adjusted leverage to below 4x as of fiscal 2019 (ending
Sept. 30). Profit obstacles include potentially worsening consumer
or retailer perception of Roundup; at least $60 million of
inflation in the business during fiscal 2019 that Scotts may not be
able to fully offset with pricing increases; and recent disruptions
in the hydroponics business mainly due to regulatory changes in
California that could persist. S&P also believes de-leveraging may
not occur if there are additional meaningful charges related to the
previously sold wild bird food business, for which Scotts recently
booked a $65 million litigation reserve.
S&P said, "The negative outlook reflects the potential for a lower
rating over the next 12 months if Scotts is unable to strengthen
credit ratios in line with our forecast.
"We could lower the rating if we forecast that year-end (Sept. 30)
leverage will stay over 4x, which could happen if the company is
unable to pass on higher input and freight costs, if there is a
meaningful decline in demand for the company's products due to
persistent adverse weather conditions or worsening consumer or
retailer perception of Roundup (including the potential for key
retailers to stop selling the product), if there is a loss of
significant shelf space with any of its top three customers
potentially due to increased private label penetration, or if a
meaningful profit decline in the hydroponics business occurs,
potentially due to ongoing regulatory hurdles or acquisition
integration difficulties. We could also lower the rating if there
are additional meaningfully negative litigation outcomes pertaining
to the previously sold wild bird food business.
"We could revise the outlook to stable if Scotts' performance
rebounds in 2019, resulting in solid EBITDA growth and moderate
debt repayment such that we believe adjusted year-end leverage will
stay below 4x. This could result if weather conditions in the key
spring-summer selling season are generally favorable and the
company's products continue to resonate with consumers, enabling
Scotts to pass on price increases to offset rising costs; or if
demand for hydroponic equipment and supplies rebounds quicker than
expected, which could occur if regulatory bottlenecks in California
are resolved or other states rapidly facilitate market access to
legal cannabis. It's unlikely, however, that we will revise the
outlook to stable unless we have greater confidence that Scotts
will be able to successfully navigate the threats to its Roundup
business."
SHARING ECONOMY: Unit to Acquire 60% Ownership of Gagfare
---------------------------------------------------------
Sharing Economy International, Inc.'s wholly-owned subsidiary,
Sharing Economy Investment Limited has entered into a sale and
purchase agreement with Leung Tin Lung David, a shareholder of
Gagfare Limited, to acquire 60% ownership of Gagfare. SEIL will
acquire 60% of Gagfare for US$3.6 million, which will be satisfied
by the allotment and issuance of 1,176,087 preferred shares of the
Company at a price of $3.061 per share. Gagfare is an online
platform enabling travelers to search flights directly with over
500 airlines globally, allowing them to get the best-value airfare
for their desired flight and secure a confirmed booking.
The Seller can be reached at:
House 316 Nam Wai, Sai Kung, New Territories, Hong Kong
E-mail: david@gagfare.com
Attention : Mr. Leung Tin Lung David
A full-text copy of the Sale and Purchase Agreement is available
for free at:
https://is.gd/XcGYOP
About Sharing Economy
Headquartered in Jiangsu Province, China, Sharing Economy
International Inc. -- http://www.seii.com/-- through its
affiliated companies, designs, manufactures and distributes a line
of proprietary high and low temperature dyeing and finishing
machinery to the textile industry. The Company's latest business
initiatives are focused on targeting the technology and global
sharing economy markets, by developing online platforms and rental
business partnerships that will drive the global development of
sharing through economical rental business models.
Throughout 2017, the Company made significant changes in the
overall direction of the Company. Given the headwinds affecting
its manufacturing business, the Company is targeting high growth
opportunities and have established new business divisions to focus
on the development of sharing economy platforms and related rental
businesses within the company. These initiatives are still in an
early stage. The Company did not generate significant revenues
from its sharing economy business initiatives in 2017.
RBSM LLP's audit opinion included in the company's Annual Report on
Form 10-K for the year ended Dec. 31, 2017 contains a going concern
explanatory paragraph stating that the Company had a loss from
continuing operations for the year ended Dec. 31, 2017 and expects
continuing future losses, and has stated that substantial doubt
exists about the Company's ability to continue as a going concern.
RBSM has served as the Company's auditor since 2012.
Sharing Economy incurred a net loss of $12.92 million in 2017 and a
net loss of $11.67 million in 2016. As of June 30, 2018, Sharing
Economy had $74.97 million in total assets, $9.83 million in total
liabilities and $65.13 million in total stockholders' equity.
SK BLUE: S&P Affirms 'B' Issuer Credit Rating, Outlook Stable
-------------------------------------------------------------
S&P Global Ratings affirmed its 'B' issuer credit rating on SK Blue
Holdings L.P. The outlook remains stable.
S&P said, "At the same time, we affirmed our 'B' issue-level rating
on the company's proposed first-lien credit facilities, which
include a $250 million cash flow revolver and a $1.475 billion term
loan (upsized from $1.425 billion). The '3' recovery rating remains
unchanged, indicating our expectation for meaningful (50%-70%;
rounded estimate: 65%) recovery for lenders in the event of a
payment default.
"Additionally, we withdrew our 'B-' issue-level rating and '5'
recovery rating on SK's previously proposed $250 million
second-lien term loan."
Rationale
The affirmation reflects the company's plan to upsize its
first-lien term loan to $1.475 billion from $1.425 billion. All of
the ratings are based on preliminary terms and conditions. The
borrowers of the first-lien credit facilities are Schenectady
International Group Inc. and Polar US Borrower LLC.
S&P said, "The stable outlook on SK Blue Holdings L.P. reflects our
expectation that it will maintain its current operational
performance, which will result in pro forma adjusted debt-to-EBITDA
in the 5.0x-6.0x range during the next 12 months. We expect both
ownership and management to run SK Blue Holdings L.P. such that it
will successfully recognize the targeted synergies and improve its
profitability. We expect the company to improve its profitability
measures and top-line growth as it continues to increase its volume
at a slightly faster pace than overall GDP growth across the
Addivant business (driven by new products) and in line with GDP
growth across the SI Group business. Our stable outlook does not
factor in any large acquisitions or divestitures.
"We could lower our rating on SK Blue Holdings in the next 12
months if the company experiences weaker-than-expected end-market
demand and realizes a lower-than-anticipated level of merger
synergies such that its debt-to-EBITDA approaches 7.0x. This could
occur if its EBITDA margins fall by 200 basis points (bps) or it
encounters issues integrating the SI Group and Addivant businesses.
Additionally, we could lower the rating if SK's liquidity declines
significantly such that its free cash flow turns negative and its
liquidity sources fall below 1.2x its uses. We could also lower our
rating if the company pursues any large debt-funded shareholder
rewards or acquisitions.
"We could raise our rating on SK Blue Holdings over the next 12
months if its operating performance is stronger-than-expected such
that it sustains debt leverage of well below 5x and a funds from
operations (FFO)-to-debt ratio of more than 12%. In order to raise
the rating, we would need to be confident that management and
ownership's financial policies will allow the company to maintain
its leverage at these levels. This could occur if the company's
performance additives business and antioxidant product innovation
(Weston 705) cause its EBITDA margin to expand by 400 bps compared
with our base-case expectations."
SKYLINE EMS: Taps Antonio Martinez as Legal Counsel
---------------------------------------------------
Skyline EMS, Inc. seeks approval from the U.S. Bankruptcy Court for
the Southern District of Texas to hire the Law Office of Antonio
Martinez, Jr., P.C., as its legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; negotiate with creditors; represent the Debtor in
connection with any potential post-petition financing; 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:
Partner $250
Associate $175
Legal Assistants $75
The retainer fee is $4,283.
Martinez does not represent any interest adverse to the Debtor and
its bankruptcy estate, according to court filings.
The firm can be reached through:
Antonio Martinez, Jr., Esq.
Law Office of Antonio Martinez, Jr., P.C.
317 W. Nolana Ave., Suite C
McAllen, TX 78504
Phone: 956-683-1090
Fax: 956-683-8555
Email: martinez.tony.jr@gmail.com
About Skyline EMS Inc.
Skyline EMS, Inc., is a Texas corporation based in Alton, Texas,
which is engaged in emergency patient transportation business. The
Debtor is not a health care provider.
Skyline EMS filed a chapter 11 petition (Bankr. S.D. Tex. Case No.
16-70551) on Dec. 24, 2016. The petition was signed by Maria
Isabel Rodriguez, president and sole owner. The Debtor tapped the
Law Office of Antonio Martinez, Jr., P.C. The Debtor disclosed
that it had estimated assets and liabilities of less than $50,000
at the time of the filing.
SOUTHCROSS ENERGY: D. Biegler Elected as GP's Chairman, Pres. & CEO
-------------------------------------------------------------------
The Board of Directors of Southcross Energy Partners GP, LLC, the
general partner of Southcross Energy Partners, L.P. has elected
David W. Biegler, the currently acting chairman, president and
chief executive officer, to serve as its chairman, president and
chief executive officer, effective Aug. 16, 2018. Mr. Biegler
succeeds Bruce A. Williamson, who is stepping down for personal
reasons from the positions of chairman, president and chief
executive officer of the general partner. As a result, his
Employment Agreement, dated as of Jan. 6, 2017, by and between the
General Partner and Mr. Williamson has been terminated and he will
no longer serve on the Board. Mr. Williamson's resignation as
Chairman did not involve any disagreement with the General Partner
or the Partnership.
Pursuant to the Williamson Employment Agreement, on Aug. 17, 2018,
Mr. Williamson entered into a Severance Agreement and Release with
the General Partner. Provided that Mr. Williamson does not revoke
the Release Agreement as allowed pursuant to its terms, Mr.
Williamson will receive a payment of $389,041 which is the amount
due for the balance of the 2018 term. The Release Agreement
includes a general release of claims by Mr. Williamson and
customary restrictive covenants.
About Southcross Energy
Southcross Energy Partners, L.P. --
http://www.southcrossenergy.com/-- is a master limited partnership
that provides natural gas gathering, processing, treating,
compression and transportation services and NGL fractionation and
transportation services. It also sources, purchases, transports
and sells natural gas and NGL. Its assets are located in South
Texas, Mississippi and Alabama and include two gas processing
plants, one fractionation plant and approximately 3,100 miles of
pipeline. The South Texas assets are located in or near the Eagle
Ford shale region. Southcross is headquartered in Dallas, Texas.
Southcross Energy incurred a net loss attributable to partners of
$67.65 million in 2017 following a net loss attributable to
partners of $94.99 million in 2016. As of June 30, 2018, the
Company had $1.06 billion in total assets, $602.2 million in total
liabilities and $464.98 million in total partners' capital.
* * *
In February 2017, S&P Global Ratings said that it affirmed its
'CCC+' corporate credit and senior secured issue-level ratings on
Southcross Energy Partners L.P. The outlook is stable. The rating
action reflects S&P's view that the recent credit agreement
amendment limits the likelihood of a default in the next two years
as the partnership will have an improved liquidity position and
need no longer adhere to its leverage covenants.
As reported by the TCR on Aug. 2, 2018, Moody's Investors Service
downgraded Southcross Energy Partners, L.P.'s Corporate Family
Rating (CFR) to Caa2 from Caa1. "The downgrade reflects the high
degree of uncertainty surrounding Southcross' business prospects,
cash flow recovery and liquidity following the failed merger with
American Midstream," said Sajjad Alam, Moody's senior analyst.
STORE IT REIT: Taps Columbia Consulting as Financial Advisor
------------------------------------------------------------
Store It REIT, Inc. seeks approval from the U.S. Bankruptcy Court
for the Southern District of Texas to hire Columbia Consulting
Group, PLLC as its financial advisor.
The firm will review financial information necessary to prepare
loan packages, and assist the Debtor in soliciting, evaluating, and
effectuating secured debtor-in-possession financing or exit
financing.
Columbia Consulting will charge an hourly fee of $300 and has
requested a $3,000 retainer.
The firm is "disinterested" as defined in section 101(14) of the
Bankruptcy Code, according to court filings.
Columbia Consulting can be reached through:
Jeffrey A. Worley
Columbia Consulting Group, PLLC
6101 Long Prairie Road, Suite 744 MB 17
Flower Mound, TX 75028
Tel: (972) 809-6393
About Store It REIT
Store It REIT, Inc., formerly known as Evergreen Realty REIT, Inc.,
and American Spectrum REIT I, Inc., is a privately held company in
Ketchum, Idaho engaged in activities related to real estate. The
Company has 98.64% equity interest in Evergreen REIT, LP.
Evergreen REIT, LP, is a real estate investment trust owning
interest in entities that own tenant in common, limited
partnership, and/or general partnership interest in three
self-storage facilities.
Store It REIT filed for Chapter 11 bankruptcy protection (Bankr.
S.D. Tex. Case No. 18-32179) on April 27, 2018, listing $13.18
million in total assets and $127,143 in total liabilities. The
petition was signed by William J. Carden, president and director.
Judge Marvin Isgur presides over the case. The Debtor tapped
Deirdre Carey Brown, Esq., at Hoover Slovacek LLP, as its
bankruptcy counsel.
SUNRISE HOSPICE: New Plan Discloses Lease Negotiations with Kokua
-----------------------------------------------------------------
Sunrise Hospice, LLC, filed with the U.S. Bankruptcy Court for the
District of Utah a third amended disclosure statement for its
proposed plan of reorganization.
This latest filing provides that the Debtor has entered into a
letter of intent to lease the Utah property with Kokua UT LLC. In
fact, Debtor and Kokua UT LLC have negotiated a proposed lease in
which Kokua will pay the Debtor enough in monthly rent to meet the
debt requirements set forth in the Zions Bank N.A. Loan and SBA
Loan and to fund the Plan.
The Debtor also adds that a risk to the Plan is that Zions has
initiated litigation against Mr. Matthew Baker, the Debtor's
principal, individually based on a personal guarantee executed in
conjunction with the Zion Loan. If Zion's bank is able to get a
judgment in the Baker Litigation, this bankruptcy may become moot
or possibility unfeasible. While it is unclear what effect a
judgment may have against the current bankruptcy, it may complicate
this bankruptcy. The Debtor maintains that the Baker Litigation
should be stayed pending confirmation of this Plan.
A full-text copy of the Third Amended Disclosure Statement is
available at:
http://bankrupt.com/misc/utb17-30690-32.pdf
About Sunrise Hospice
Sunrise Hospice, LLC, operates skilled nursing care facilities with
its principal place of business located at 1940 & 1950 South 375
East Orem, Utah 84058. The company is a small business debtor as
defined in 11 U.S.C. Section 101(51D).
Sunrise Hospice filed a Chapter 11 petition (Bankr. D. Utah, Case
No. 17-30690) on Dec. 13, 2017. In the petition signed by Matthew
A. Baker, managing member, the Debtor disclosed $1.75 million total
assets and $1.25 million total liabilities as of Nov. 30, 2017.
Judge Kimball R. Mosier presides over the case. Darren B. Neilson,
Esq., at Neilson Law LLC, is the Debtor's counsel.
TOP SHELF: Files Amended Chapter 11 Plan of Liquidation
-------------------------------------------------------
Top Shelf Sports, Inc., filed with the U.S. Bankruptcy Court for
the District of Colorado a disclosure statement explaining its
amended Chapter 11 plan of liquidation dated August 6, 2018.
Pursuant to the Plan, the Debtor will, once the assets have been
liquidated, distribute the funds to creditors in conformity with
the Bankruptcy Code.
The Disclosure Statement provides the following classification and
treatment of claims:
Class 1: Priority Claims. These are all Allowed Unsecured Claims
specified in Section 507(a)(4) and 507(a)(5) of the Bankruptcy Code
as having priority:
* Administrative Claims. Such claims shall be paid in full on
the Effective Date of the Plan or from the Unsecured Creditor
Account established pursuant to the Plan. Section 507(a)(2)
Administrative Claims that are allowed by the Court after the
Effective Date of the Plan shall be paid upon allowance. For those
administrative claimants accepting payment from the Unsecured
Creditor Account, the Debtor shall deposit the Net Sale Proceeds
into the Unsecured Creditor Account. On each calendar quarter, the
balance of the account will be distributed to the holders of
Allowed Administrative Claims on a Pro Rata basis until such time
as holders of Allowed Administrative Claims will have to be paid
from Net Sale Proceeds.
* Tax Claims. The Allowed Claims of a type specified in Section
507(a)(8) of the Bankruptcy Code, Tax Claims of governmental taxing
authorities, shall be paid from the Net Sale Proceeds to be paid on
the Effective Date of the Plan or in monthly payments on an
amortized basis over a period that does not exceed 5 years from the
Petition Date with interest at the appropriate rate set by
applicable statute. Whether the Tax Claims are paid on the
Effective Date of the Plan or in monthly installments will depend
upon the availability of cash on the Effective Date. Since the
Debtor is not operating at this time, it is anticipated that there
will be insufficient cash on hand on the Effective Date of the Plan
and the Tax Claims will have to be paid from the Net Sale Proceeds.
* U.S. Trustee Fees. The Debtor will make all payments required
to be paid to the U.S. Trustee pursuant to 28 U.S.C. Section
1930(a)(6) until the case is closed, converted, or dismissed. All
payments due to the U.S. Trustee shall be paid on the Effective
Date, and the U.S. Trustee shall thereafter be paid fees due on a
quarterly basis until the case is closed, converted, or dismissed.
* Priority Wage Claims. The Debtor has not scheduled any
priority wage claims and none have been asserted against the
estate.
Claim 2: Secured Claim of Colorado Department of Revenue. The
Class 2 Claim is impaired by the Plan. The Class 2 Claim will be
treated under the Plan as follows:
a. The principal amount of the Class 2 Claim will be allowed in
an amount of $34,113.46. Pursuant to 11 U.S.C. Section 506, the
claim is secured up to the value of the collateral for the claim
and unsecured for the balance.
b. The Class 2 Claim will bear interest at the rate of 7% per
annum.
c. The Class 2 Claim shall be paid from the Net Sale Proceeds in
equal monthly installments over one year commencing on the first
full month after entry of the Order of Confirmation. To the extent
proceeds permit the Class 2 Claim shall be paid sooner.
d. The Class 2 claimant will retain all liens that secure its
Claim as of the Petition Date.
Class 3: General Unsecured Creditors. Class 3 consists of those
unsecured creditors of the Debtor who hold Allowed Claims. Class 3
shall receive payment of their Allowed Claims as set forth below:
a. Holders of Class 3 Allowed Claims shall share on a Pro Rata
basis monies deposited into the Unsecured Creditor Account as set
forth in the Plan. The Debtor shall deposit the Net Sale Proceeds
into Unsecured Creditor Account. On each calendar quarter the
balance of the account will be distribute to the holders of Allowed
Administrative Claims on a Pro Rata basis until such time as all
holders of Allowed Administrative Claims have been paid in full.
Once the holder of Allowed Administrative Claims, Tax Claims and
the secured claim of the Colorado Department of Revenue have been
paid in full, on each calendar quarter, the balance of the account
will be distributed to Class 3 claimants holding Allowed Claims on
a Pro Rata basis.
b. All funds recovered by the Debtor on account of Avoidance
Actions shall be distributed to Allowed Administrative Claims until
paid in full and then to Class 3 claimants holding Allowed Claims
on a pro-rata basis, net of attorneys’ fees and costs. Whether
or not the Debtor pursues any Avoidance Actions shall be up to the
Debtor and the decision to pursue such claims shall be
discretionary with the Debtor.
Class 4: Interests in the Debtor. Class 4 includes the Interests
in the Debtor, which Interests shall be canceled upon the
liquidation of all the Debtor’s assets.
The overall feasibility of the Plan is premised upon the orderly
sale of the Debtor’s assets over time. The controlled sale of
the Debtor’s assets under an ordinary course of business, albeit
a closing sale, will allow the Debtor to maximize the distribution
to creditors.
As explained in the liquidation analysis, the Debtor believes its
remaining control of its assets and the liquidation process will
maximize the return for creditors. The Debtor's President, David
Bolle, has been in the sporting goods sale businesses for almost 10
years and has numerous contacts in the industry. Mr. Bolle
believes these contacts may purchase a substantial portion of the
inventory, maximizing the value for the assets. To the extent
there is remaining inventory, the Debtor will hold a liquidation
sale.
A copy of the Amended Disclosure Statement from PacerMonitor.com is
available at https://tinyurl.com/yagyvpwo at no charge.
About Top Shelf Sports
Top Shelf Sports, Inc., operates a retail store under the name Play
it Again Sports in the Littleton, Colorado area. Play it Again
Sports sells new and used sporting goods equipment. The company's
retail location has experienced decreased sales in recent years.
Top Shelf Sports, Inc., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Colo. Case No. 17-21301) on Dec. 13,
2017. In the petition signed by David Bolle, owner, the Debtor
estimated assets of less than $50,000 and liabilities of less than
$1 million. Judge Kimberley H. Tyson presides over the case. The
Debtor is represented by Buechler & Garber, LLC. An official
committee of unsecured creditors has not yet been appointed in the
Chapter 11 case.
TOWERSTREAM CORP: Reports Second Quarter Net Loss of $2.23 Million
------------------------------------------------------------------
Towerstream Corporation has filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q reporting a net loss
attributable to common stockholders of $2.23 million on $6.22
million of revenues for the three months ended June 30, 2018,
compared to a net loss attributable to common stockholders of $5.37
million on $6.51 million of revenues for the three months ended
June 30, 2017.
For the six months ended June 30, 2018, the Company reported a net
loss attributable to common stockholders of $5.05 million on $12.66
million of revenues compared to a net loss attributable to common
stockholders of $9.18 million on $13.09 million of revenues for the
six months ended June 30, 2017.
As of June 30, 2018, Towerstream had $21.44 million in total
assets, $40.77 million in total liabilities and a total
stockholders' deficit of $19.33 million.
As of June 30, 2018, the Company had cash and cash equivalents of
approximately $4.7 million and working capital deficiency of
approximately $34.0 million. The Company incurred significant
operating losses since inception and continues to generate losses
from operations and as of June 30, 2018, the Company has an
accumulated deficit of $194.2 million. The Company said these
matters raise substantial doubt about its ability to continue as a
going concern within one year from the date these financial
statements are issued. Management has also evaluated the
significance of these conditions in relation to the Company's
ability to meet its obligations.
According to Towerstream, "Historically, we have financed our
operations through private and public placement of equity
securities, as well as debt financing and capital leases. Our
ability to fund our longer term cash requirements is subject to
multiple risks, many of which are beyond our control. We intend to
raise additional capital, either through debt or equity financings
or through the potential sale of our assets in order to achieve our
business plan objectives. Management believes that it can be
successful in obtaining additional capital; however, no assurance
can be provided that we will be able to do so. There is no
assurance that any funds raised will be sufficient to enable us to
attain profitable operations or continue as a going concern. To
the extent that we are unsuccessful, we may need to curtail or
cease our operations and implement a plan to extend payables or
reduce overhead until sufficient additional capital is raised to
support further operations. There can be no assurance that such a
plan will be successful."
Net cash used in operating activities for the six months ended June
30, 2018 totaled $1,641,935 compared to $1,431,794 for the six
months ended June 30, 2017 representing an increase of $210,141.
The increase in cash used in operations is due to a $1,260,366
increase in cash flows associated with operating assets and
liabilities, and a $1,175,956 decrease in non-cash items offset by
a decrease of $2,226,181 in net loss.
Net cash used in investing activities for the six months ended June
30, 2018 totaled $949,390 compared to $1,473,754 for the six months
ended June 30, 2017 representing a decrease of $524,364. Cash
capital expenditures totaled $964,390 in the 2018 period compared
to $1,460,829 in the 2017 period representing an increase of
$496,439. Capital expenditures can fluctuate from period to period
depending upon the number of customer additions and upgrades,
network construction activity related to increasing capacity or
coverage, and other related reasons.
Net cash used in financing activities for the six months ended June
30, 2018 totaled $306,286 compared to $478,926 for the six months
ended June 30, 2017, representing a decrease of $172,640. The
majority of the payments for both periods relate to capital
leases.
Net cash used in discontinued operations for the six months ended
June 30, 2018 was $12,283 compared to net cash provided by
discontinued operations of $80,882 for the six months ended June
30, 2017, representing a decrease of $93,165.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/eqeVPq
About Towerstream
Towerstream Corporation (OTCQB:TWER) -- http://www.towerstream.com/
-- is a fixed-wireless fiber alternative company delivering
Internet access to businesses. The Company offers broadband
services in twelve urban markets including New York City, Boston,
Los Angeles, Chicago, Philadelphia, the San Francisco Bay area,
Miami, Seattle, Dallas-Fort Worth, Houston, Las Vegas-Reno, and the
greater Providence area.
Towerstream reported a net loss attributable to common stockholders
of $14.37 million in 2017 and a net loss attributable to common
stockholders of $22.15 million in 2016. As of March 31, 2018,
Towerstream had $23.25 million in total assets, $40.37 million in
total liabilities and a total stockholders' deficit of $17.12
million.
In their report dated April 2, 2018 with respect to the Company's
consolidated financial statements for the years ended Dec. 31,
2017, Marcum LLP, the Company's accounting firm since 2007, stated
that the Company has a significant working capital deficiency, has
incurred significant losses and needs to raise additional funds to
meet its obligations and sustain its operations. These conditions
raise substantial doubt about the Company's ability to continue as
a going concern.
TRAVELERS OF AMERICA: Payment to Unsecureds Reduced to 5.87%
------------------------------------------------------------
Travelers of America, Inc., filed an amended disclosure statement
in support of its amended chapter 11 plan of reorganization dated
August 13, 2018.
The amendments to the plan are the following:
1. Removed all provisions related to conditional injunctions,
consistent with the mandate of Section 524(e) of the Code.
2. The treatment of Class 13 pertaining to the "Legal Fee
Complaints" has been amended to correctly state the number of
monthly payments and extend the tolling of the Statute of
Limitation in the case of default.
3. The unsecured claim of ENGS, as set forth in Class 2, has been
increased from $4,008.72 to $108,391.04. (treated in Class 12).
4. The increase in the ENGS unsecured claim increases the total of
Class 12 claims from $1,802,205.60 to $1,906,587.92 and decreases
the payment to each unsecured creditor from 6.21% to 5.87% of each
claim.
5. The treatment of MBFS (Class 8) was amended to add: "Except as
modified by the Plan, the provisions of the existing loan documents
apply."
6. The address for Class 10 secured creditor Centennial Bank has
been changed to: "15 East South Temple, Suite 300, Salt Lake City
UT 84101."
7. An Amended Projected Income has been attached as Exhibit "D" to
include, in detail, the total Plan payments during the term of the
Plan.
A full-text copy of the Amended Disclosure Statement is available
at:
http://bankrupt.com/misc/flsb17-13341-183.pdf
A full-text copy of the Amended Plan is available at:
http://bankrupt.com/misc/flsb17-13341-184.pdf
Travelers of America, Inc., filed a Chapter 11 bankruptcy petition
(Bankr. S.D. Fla. Case No. 17-13341) on March 20, 2017, disclosing
under $1 million in both assets and liabilities. The Debtor is
represented by Chad T. Van Horn, Esq.
TREATMENT CENTER: Aug. 31 Auction of All Assets Set
---------------------------------------------------
Judge Erik P. Kimball of the U.S. Bankruptcy Court for the Southern
District of Florida authorized The Treatment Center of the Palm
Beaches, LLC's bidding procedures in connection with the sale of
substantially all assets to Palm Beach Recovery Center, LLC, for
$7.8 million, subject to overbid.
A hearing on the Motion was held on Aug. 8, 2018.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: Aug. 28, 2018 at 5:00 p.m. (prevailing West
Palm Beach, Florida time)
b. Initial Bid: $8,212,000
c. Deposit: (i) 700,000, or (ii) 10% of the purchase price for
the Property
d. Auction: The Auction will take place on Aug. 31, 2018, at
10:00 a.m. (prevailing West Palm Beach, Florida time) at the
offices of Furr and Cohen, P.A., 2255 Glades Road, Suite 301E, Boca
Raton, FL 33431, or such other place and time as the Debtor will
notify all Qualified Bidders and other invitees.
e. Bid Increments: $100,000
f. Sale Hearing: Sept. 5, 2018 at 1:30 p.m. (prevailing West
Palm Beach, Florida time)
g. Objection Deadline: At 4:00 p.m. (prevailing West Palm
Beach, Florida time) two business days before the Sale Hearing
h. Creditor, JP Morgan Chase Bank, N.A. is authorized to place
a credit bid by the aforementioned bid deadline and is authorized
to receive proceeds at the time of the Closing.
i. Break-Up Fee: break-up fee of 4% of the purchase price
($312,000)
j. Closing: Sept. 15, 2018
The Property will be sold in its "as is, where is" condition and
with all faults, with no guarantees or warranties, express or
implied; and free and clear of all liens, claims, encumbrances and
interests.
The Debtor's bankruptcy estate will not be liable for any broker's
commissions.
The Sale Order waives the 14-day stay pursuant to Fed. R. Bankr. P.
6004(h).
A copy of the Bidding Procedures attached to the Order is available
for free at:
http://bankrupt.com/misc/Treatment_Center_159_Order.pdf
About The Treatment Center of
The Palm Beaches LLC
The Treatment Center of the Palm Beaches, LLC, located in West Palm
Beach, Florida -- https://www.thetreatmentcenter.com/ -- is an
addiction treatment center whose mission is to transform the lives
of every individual and family member that walks through its doors.
Since 2009, the Treatment Center has offered custom treatment
programs for drugs, alcohol, trauma, mental health, and other
addictions.
The Treatment Center of the Palm Beaches filed a Chapter 11
petition (Bankr. S.D. Fla. Case No. 18-14622) on April 19, 2018.
In the petition signed by Judi Gargiulo, manager, the Debtor
disclosed $11.07 million in total assets and $6.12 million in total
liabilities. The case is assigned to Judge Erik P. Kimball.
Robert C. Furr, Esq., at Furr & Cohen, is the Debtor's counsel.
U & J REALTY: Nov. 28 Deadline to File Plan and Disclosures
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida, Tampa
Division, has issued an order for U & J Realty, LLC, to file a
Chapter 11 plan and disclosure statement on or before November 28,
2018.
The Disclosure Statement shall, at the minimum, contain adequate
information pertaining to the Debtor in the following areas:
(a) Pre− and post−petition financial performance;
(b) Reasons for filing Chapter 11;
(c) Steps taken by the Debtor since filing of the petition to
facilitate its reorganization;
(d) Projections reflecting how the Plan will be feasibly
consummated;
(e) A liquidation analysis; and
(f) A discussion of the Federal tax consequences as described in
Section 1125(a)(1) of the Bankruptcy Code.
Pursuant to Section 105(d)(2)(B)(vi) of the Bankruptcy Code, the
hearing on the approval of the Disclosure Statement shall be
consolidated with the hearing on the confirmation of the Plan.
About U & J Realty
U & J Realty, LLC, owns in fee simple commercial buildings and
adjacent vacant lot used for parking located in Tampa, Florida.
The company valued at Properties at $1.6 million. U & J Realty
filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 18-04591) on
June 1, 2018. In the petition signed by Ujwal J. Patel, manager,
the Debtor disclosed $1.60 million in total assets and $1.86
million in total liabilities. Buddy D. Ford, Esq., at Buddy D.
Ford, P.A., is the Debtor's counsel; and Levin Investment Realty
Corp., as real estate broker to the Debtor.
WEATHERFORD INTERNATIONAL: Amends Credit Facilities with JPMorgan
-----------------------------------------------------------------
On Aug. 16, 2018, (1) Weatherford International Ltd., a Bermuda
exempted company and WOFS Assurance Limited, a Bermuda exempted
company, as borrowers, and Weatherford International plc, an Irish
public limited company, as guarantor, entered into Amendment No. 3
to Amended and Restated Credit Agreement with JPMorgan Chase Bank,
N.A., as administrative agent, and the other lenders and parties
thereto, (2) Weatherford Bermuda, as borrower, and Weatherford
Ireland, as guarantor, entered into Amendment No. 3 to Term Loan
Agreement with JPMorgan Chase Bank, N.A., as administrative agent,
and the other lenders and parties thereto and (3) Weatherford
Bermuda, as borrower, and Weatherford Ireland, as guarantor,
entered into a 364-Day Revolving Credit Agreement with JPMorgan
Chase Bank, N.A., as administrative agent, Morgan Stanley Senior
Funding, Inc., as collateral agent, and the other lenders and
parties thereto. The 364-Day Credit Agreement matures on Aug. 15,
2019.
Weatherford had total commitments of $900 million under its Amended
and Restated Credit Agreement, dated as of May 9, 2016, which
matures on July 12, 2019. As of Aug. 16, 2018, Weatherford now has
two revolving credit facilities totaling $900 million, comprised of
an unsecured senior revolving credit facility in the amount of $583
million, and the secured second lien 364-Day Credit Agreement in
the amount of $317 million. On Nov. 14, 2018, the commitments of
the extending lenders under the unsecured senior revolving credit
facility will be reduced by $54 million. At such date, the total
commitments under the two revolving credit facilities will total
$846 million.
Weatherford also has $350 million in borrowings under the Term Loan
Agreement as of June 30, 2018 and Aug. 16, 2018 and is required to
repay $12.5 million in principal on the last day of each quarter.
Weatherford expects outstanding borrowings under the Term Loan
Agreement as of Nov. 14, 2018 to be approximately $337.5 million.
Pursuant to the Revolving Amendment, certain lenders agreed to
extend their revolving commitments under the senior revolving
credit facility (such lenders, representing $674 million, including
the 364-Day Credit Agreement, the "extending lenders"). For the
extending lenders, the A&R Credit Agreement, as amended by the
Revolving Amendment, matures on July 13, 2020 in the amount of $357
million, and is subject to an earlier maturity of June 12, 2020 if,
under certain circumstances, there is more than $50 million of
Weatherford Bermuda's 2020 senior notes issued and outstanding on
such date. For lenders that have not agreed to extend their
revolving commitments (such lenders, representing $226 million),
the A&R Credit Agreement matures on July 12, 2019.
In addition, pursuant to each of the Revolving Amendment and the
Term Loan Amendment, Weatherford Ireland secured consents to modify
each of the A&R Credit Agreement and Term Loan Agreement, dated as
of May 4, 2016, to permit the debt and the liens to be incurred
under the 364-Day Credit Agreement and to make other
modifications.
The Revolving Amendment and the Term Loan Amendment revised the A&R
Credit Agreement and Term Loan Agreement, respectively, to, among
other things, (a) increase the amount of receivables purchase
facilities and factoring transactions permitted thereunder from
$300 million to $400 million in any fiscal year, so long as any
transactions do not exceed $100 million in any fiscal quarter; (b)
limit the principal amount of permitted Specified Senior
Indebtedness to $200 million at any time outstanding; (c) increase
the permitted principal amount secured by liens on cash and cash
equivalents to secure obligations in respect of certain credit
support instruments from $25 million to $100 million; and (d)
incorporate a Current Asset Coverage Ratio (Total Current Asset
Value to Total Measured Secured Indebtedness, as defined in the A&R
Credit Agreement and Term Loan Agreement) of not less than 2.1 to 1
so long as the 364-Day Credit Agreement is in full force and
effect.
Details Regarding the 364-Day Credit Agreement
Interest
Loans under the 364-Day Credit Agreement are subject to varying
rates of interest based on whether the loan is a Eurodollar loan or
an alternate base rate loan.
Eurodollar Loans. Eurodollar loans bear interest at the Eurodollar
rate, which is LIBOR, plus the applicable margin. The applicable
margin ranges from 2.175% to 3.95% depending on the Specified
Senior Leverage Ratio.
Alternate Base Rate Loans. Alternate base rate loans bear interest
at the alternate base rate plus the applicable margin. The
applicable margin under the A&R Credit Agreement ranges from 1.175%
to 2.95% depending on the Specified Senior Leverage Ratio.
Guarantees and Security
Obligations under the 364-Day Credit Agreement are secured by the
current assets of certain subsidiaries of Weatherford Ireland.
Accordingly, certain subsidiaries of Weatherford Ireland entered
into a 364-Day Facility U.S. Pledge and Security Agreement, dated
as of Aug. 16, 2018, by and among the subsidiary parties thereto
and Morgan Stanley Senior Funding, Inc., as collateral agent under
the 364-Day Credit Agreement, pursuant to which certain
subsidiaries granted to Morgan Stanley Senior Funding, Inc., on
behalf of the lenders, a security interest in certain current
assets. In addition, obligations under the 364-Day Credit
Agreement are guaranteed by Weatherford Ireland and a material
portion of its subsidiaries pursuant to an Affiliate Guaranty,
dated as of Aug. 16, 2018, by Weatherford Ireland and certain
subsidiary parties thereto, as guarantors, in favor of JPMorgan
Chase Bank, N.A., as administrative agent under the 364-Day Credit
Agreement.
Covenants
The 364-Day Credit Agreement contains customary representations and
warranties and contain covenants including, among others, the
following:
* a prohibition against incurring debt, subject to permitted
exceptions;
* a restriction on creating liens on assets and the assets of
the Company's operating subsidiaries, subject to permitted
exceptions;
* restrictions on mergers and asset dispositions;
* restrictions on use of proceeds, investments, transactions
with affiliates, or change of principal business;
* a provision limiting derivative transactions; and
* maintenance of the following financial covenants (the first
three of which remain unchanged from the A&R Agreement and
Term Loan Agreement):
1. Specified Senior Leverage Ratio (Specified Senior
Indebtedness to Specified Consolidated Adjusted EBITDA)
of no greater than 2.5 to 1.
2. Specified Leverage and LC Ratio (Specified Senior
Indebtedness and all Specified Letters of Credit to
Specified Consolidated Adjusted EBITDA) of no greater
than 3.5 to 1.
3. Specified Asset Coverage Ratio (Total Specified Asset
Value to Specified Senior Indebtedness) of at least 4 to
1.
4. Current Asset Coverage Ratio (Total Current Asset Value
to Total Measured Secured Indebtedness) of not less than
2.1 to 1.
Events of Default
The 364-Day Credit Agreement contains customary events of default
that include, among other things, the failure to comply with the
financial ratios described above, non-payment of principal,
interest or fees, violation of covenants, inaccuracy of
representations and warranties, bankruptcy and insolvency events,
material judgments, cross-defaults to material indebtedness and
events constituting a change of control. If an event of default
occurs and is continuing, all amounts outstanding under the 364-Day
Credit Agreement may become immediately due and payable.
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 740 locations,
including manufacturing, service, research and development, and
training facilities and employs approximately 28,600 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 June 30, 2018, Weatherford had
$8.97 billion in total assets, $10.29 billion in total liabilities
and a shareholders' deficiency of $1.31 billion.
* * *
As reported by the TCR on May 10, 2018, Fitch Ratings affirmed and
withdrew its ratings on Weatherford International, 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.
WOODBRIDGE GROUP: $1.4M Sale of Beech's Carbondale Property Okayed
------------------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware authorized Woodbridge Group of Companies, LLC and its
affiliated debtors to sell Beech Creek Investments, LLC's real
property located at 59 Rivers Bend, 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, to Martha C. Pickett and Edgell Franklin Pyles for $1.4
million.
The sale is free and clear of all liens, claims, interests, and
encumbrances.
All proceeds of the Sale (net of the Broker Fees and Other Closing
Costs) will be paid to the Debtors into the general account of
Debtor Woodbridge Group of Companies, LLC, and such net proceeds
will be disbursed and otherwise treated by the Debtors in
accordance with the Final DIP Order.
The Debtors are authorized and empowered to pay the Broker Fees in
an amount not to exceed an aggregate amount of 3% of gross sale
proceeds and (ii) pay the Seller's Broker Fee in an amount not to
exceed 3% of the gross sale proceeds.
Any title insurer, escrow agent, or other intermediary
participating in a closing of the Sale of the Property is
authorized to disburse all funds at the closing of the Sale
pursuant to the applicable settlement statement or escrow
instructions provided by the parties to such Sale.
The terms and conditions of the Order will be immediately effective
and enforceable upon its entry notwithstanding any applicability of
Bankruptcy Rule 6004(h).
A copy of the Agreement attached to the Order is available for free
at:
http://bankrupt.com/misc/Woodbridge_Group_2356_Order.pdf
About Woodbridge Group
Headquartered in Sherman Oaks, California, The Woodbridge Group
Enterprise -- http://www.woodbridgecompanies.com/-- is a
comprehensive real estate finance and development company. Its
principal business is buying, improving, and selling high-end
luxury homes. The Woodbridge Group Enterprise also owns and
operates full-service real estate brokerages, a private investment
company, and real estate lending operations. The Woodbridge Group
Enterprise and its management team have been in the business of
providing a variety of financial products for more than 35 years,
and have been primarily focused on the luxury home business for the
past five years. Since its inception, the Woodbridge Group
Enterprise has completed more than $1 billion in financial
transactions. These transactions involve real estate, note buying
and selling, hard money lending, and alternative financial
transactions involving thousands of investors.
Woodbridge Group of Companies and certain of its affiliates filed
Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No.
17-12560) on Dec. 4, 2017. Woodbridge estimated assets and
liabilities at between $500 million and $1 billion. The Chapter 11
cases are being jointly administered.
Judge Kevin J. Carey presides over the case.
Samuel A. Newman, Esq., Oscar Garza, Esq., Daniel B. Denny, Esq.,
Jennifer L. Conn, Esq., Eric J. Wise, Esq., Matthew K. Kelsey,
Esq., and Matthew P. Porcelli, Esq., at Gibson, Dunn & Crutcher,
LLP, and Sean M. Beach, Esq., Edmon L. Morton, Esq., Ian J.
Bambrick, Esq., and Allison S. Mielke, Esq., at Young Conaway
Stargatt & Taylor, LLP, serve as the Debtors' bankruptcy counsel.
Homer Bonner Jacobs, PA, as special counsel, Province, Inc., as
expert consultant, Moelis & Company LLC, as investment banker.
The Debtors' financial advisors are Larry Perkins, John Farrace,
Robert Shenfeld, Reece Fulgham, Miles Staglik, and Lissa Weissman
at SierraConstellation Partners, LLC. Beilinson Advisory Group is
serving as independent management to the Debtors. Garden City
Group, LLC, is the Debtors' claims and noticing agent.
Pachulski Stang Ziehl & Jones is counsel to the Official Committee
of Unsecured Creditors; and FTI Consulting, Inc., serves as its
financial advisor.
An official committee of unsecured creditors was appointed in the
Chapter 11 cases on Dec. 14, 2017. On Jan. 23, 2018, the Court
approved a settlement providing for the formation of an ad hoc
noteholder group and an ad hoc unitholder group.
WOODBRIDGE GROUP: $300K Sale of Carbondale Property to DAG Approved
-------------------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware authorized Woodbridge Group of Companies, LLC and its
affiliated debtors to sell Carbondale Glen Lot A 5, LLC's real
property located at 360 Rivers Bend, 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, to DAG Aspen, LLC for $300,000.
The sale is free and clear of all liens, claims, interests, and
encumbrances.
All proceeds of the Sale (net of the Broker Fees and Other Closing
Costs) will be paid to the Debtors into the general account of
Debtor Woodbridge Group of Companies, LLC, and such net proceeds
will be disbursed and otherwise treated by the Debtors in
accordance with the Final DIP Order.
The Debtors are authorized and empowered to (i) pay the Purchaser's
Broker Fee to the Purchaser's Broker in an amount up to 2.5% of
gross sale proceeds, and (ii) pay the Seller's Broker Fee to
Sotheby's in an amount up to 2.5% of the gross sale proceeds.
Any title insurer, escrow agent, or other intermediary
participating in a closing of the Sale of the Property is
authorized to disburse all funds at the closing of the Sale
pursuant to the applicable settlement statement or escrow
instructions provided by the parties to such Sale.
The terms and conditions of the Order will be immediately effective
and enforceable upon its entry notwithstanding any applicability of
Bankruptcy Rule 6004(h).
A copy of the Agreement attached to the Order is available for free
at:
http://bankrupt.com/misc/Woodbridge_Group_2359_Order.pdf
About Woodbridge Group
Headquartered in Sherman Oaks, California, The Woodbridge Group
Enterprise -- http://www.woodbridgecompanies.com/-- is a
comprehensive real estate finance and development company. Its
principal business is buying, improving, and selling high-end
luxury homes. The Woodbridge Group Enterprise also owns and
operates full-service real estate brokerages, a private investment
company, and real estate lending operations. The Woodbridge Group
Enterprise and its management team have been in the business of
providing a variety of financial products for more than 35 years,
and have been primarily focused on the luxury home business for the
past five years. Since its inception, the Woodbridge Group
Enterprise has completed more than $1 billion in financial
transactions. These transactions involve real estate, note buying
and selling, hard money lending, and alternative financial
transactions involving thousands of investors.
Woodbridge Group of Companies and certain of its affiliates filed
Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No.
17-12560) on Dec. 4, 2017. Woodbridge estimated assets and
liabilities at between $500 million and $1 billion. The Chapter 11
cases are being jointly administered.
Judge Kevin J. Carey presides over the case.
Samuel A. Newman, Esq., Oscar Garza, Esq., Daniel B. Denny, Esq.,
Jennifer L. Conn, Esq., Eric J. Wise, Esq., Matthew K. Kelsey,
Esq., and Matthew P. Porcelli, Esq., at Gibson, Dunn & Crutcher,
LLP, and Sean M. Beach, Esq., Edmon L. Morton, Esq., Ian J.
Bambrick, Esq., and Allison S. Mielke, Esq., at Young Conaway
Stargatt & Taylor, LLP, serve as the Debtors' bankruptcy counsel.
Homer Bonner Jacobs, PA, as special counsel, Province, Inc., as
expert consultant, Moelis & Company LLC, as investment banker.
The Debtors' financial advisors are Larry Perkins, John Farrace,
Robert Shenfeld, Reece Fulgham, Miles Staglik, and Lissa Weissman
at SierraConstellation Partners, LLC. Beilinson Advisory Group is
serving as independent management to the Debtors. Garden City
Group, LLC, is the Debtors' claims and noticing agent.
Pachulski Stang Ziehl & Jones is counsel to the Official Committee
of Unsecured Creditors; and FTI Consulting, Inc., serves as its
financial advisor.
An official committee of unsecured creditors was appointed in the
Chapter 11 cases on Dec. 14, 2017. On Jan. 23, 2018, the Court
approved a settlement providing for the formation of an ad hoc
noteholder group and an ad hoc unitholder group.
WOODBRIDGE GROUP: $81K Sale of Newville's Carbondale Property OK'd
------------------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware authorized Woodbridge Group of Companies, LLC and its
affiliated debtors to sell Newville Investments, LLC's real
property located at 67 Alpen Glo Lane, 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, to A. Bramlet and Jane E. Kienle for $81,000.
The sale is free and clear of all liens, claims, interests, and
encumbrances.
All proceeds of the Sale (net of the Broker Fees and Other Closing
Costs) will be paid to the Debtors into the general account of
Debtor Woodbridge Group of Companies, LLC, and such net proceeds
will be disbursed and otherwise treated by the Debtors in
accordance with the Final DIP Order.
The Debtors are authorized and empowered to pay the Broker Fee
Sotheby's in an amount up to 5% of gross sale proceeds.
Any title insurer, escrow agent, or other intermediary
participating in a closing of the Sale of the Property is
authorized to disburse all funds at the closing of the Sale
pursuant to the applicable settlement statement or escrow
instructions provided by the parties to such Sale.
The terms and conditions of the Order will be immediately effective
and enforceable upon its entry notwithstanding any applicability of
Bankruptcy Rule 6004(h).
A copy of the Agreement attached to the Order is available for free
at:
http://bankrupt.com/misc/Woodbridge_Group_2357_Order.pdf
About Woodbridge Group
Headquartered in Sherman Oaks, California, The Woodbridge Group
Enterprise -- http://www.woodbridgecompanies.com/-- is a
comprehensive real estate finance and development company. Its
principal business is buying, improving, and selling high-end
luxury homes. The Woodbridge Group Enterprise also owns and
operates full-service real estate brokerages, a private investment
company, and real estate lending operations. The Woodbridge Group
Enterprise and its management team have been in the business of
providing a variety of financial products for more than 35 years,
and have been primarily focused on the luxury home business for the
past five years. Since its inception, the Woodbridge Group
Enterprise has completed more than $1 billion in financial
transactions. These transactions involve real estate, note buying
and selling, hard money lending, and alternative financial
transactions involving thousands of investors.
Woodbridge Group of Companies and certain of its affiliates filed
Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No.
17-12560) on Dec. 4, 2017. Woodbridge estimated assets and
liabilities at between $500 million and $1 billion. The Chapter 11
cases are being jointly administered.
Judge Kevin J. Carey presides over the case.
Samuel A. Newman, Esq., Oscar Garza, Esq., Daniel B. Denny, Esq.,
Jennifer L. Conn, Esq., Eric J. Wise, Esq., Matthew K. Kelsey,
Esq., and Matthew P. Porcelli, Esq., at Gibson, Dunn & Crutcher,
LLP, and Sean M. Beach, Esq., Edmon L. Morton, Esq., Ian J.
Bambrick, Esq., and Allison S. Mielke, Esq., at Young Conaway
Stargatt & Taylor, LLP, serve as the Debtors' bankruptcy counsel.
Homer Bonner Jacobs, PA, as special counsel, Province, Inc., as
expert consultant, Moelis & Company LLC, as investment banker.
The Debtors' financial advisors are Larry Perkins, John Farrace,
Robert Shenfeld, Reece Fulgham, Miles Staglik, and Lissa Weissman
at SierraConstellation Partners, LLC. Beilinson Advisory Group is
serving as independent management to the Debtors. Garden City
Group, LLC, is the Debtors' claims and noticing agent.
Pachulski Stang Ziehl & Jones is counsel to the Official Committee
of Unsecured Creditors; and FTI Consulting, Inc., serves as its
financial advisor.
An official committee of unsecured creditors was appointed in the
Chapter 11 cases on Dec. 14, 2017. On Jan. 23, 2018, the Court
approved a settlement providing for the formation of an ad hoc
noteholder group and an ad hoc unitholder group.
WOODBRIDGE GROUP: $900K Sale of Springline's Snowmass Property Okay
-------------------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware authorized Woodbridge Group of Companies, LLC and its
affiliated debtors to sell Springline Investments, LLC's real
property located at Lot 26, Spur Ridge Road, Snowmass Village,
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, to New Day Development, LLC, for $900,000.
The sale is free and clear of all liens, claims, interests, and
encumbrances.
All proceeds of the Sale (net of the Broker Fees and Other Closing
Costs) will be paid to the Debtors into the general account of
Debtor Woodbridge Group of Companies, LLC, and such net proceeds
will be disbursed and otherwise treated by the Debtors in
accordance with the Final DIP Order.
The Debtors are authorized and empowered to (i) pay the Purchaser's
Broker Fee to the Purchaser's Broker in an amount up to 2.5% of
gross sale proceeds, and (ii) pay the Seller's Broker Fee to
Sotheby's in an amount up to 2.5% of the gross sale proceeds.
Any title insurer, escrow agent, or other intermediary
participating in a closing of the Sale of the Property is
authorized to disburse all funds at the closing of the Sale
pursuant to the applicable settlement statement or escrow
instructions provided by the parties to such Sale.
The terms and conditions of the Order will be immediately effective
and enforceable upon its entry notwithstanding any applicability of
Bankruptcy Rule 6004(h).
A copy of the Agreement attached to the Order is available for free
at:
http://bankrupt.com/misc/Woodbridge_Group_2360_Order.pdf
About Woodbridge Group
Headquartered in Sherman Oaks, California, The Woodbridge Group
Enterprise -- http://www.woodbridgecompanies.com/-- is a
comprehensive real estate finance and development company. Its
principal business is buying, improving, and selling high-end
luxury homes. The Woodbridge Group Enterprise also owns and
operates full-service real estate brokerages, a private investment
company, and real estate lending operations. The Woodbridge Group
Enterprise and its management team have been in the business of
providing a variety of financial products for more than 35 years,
and have been primarily focused on the luxury home business for the
past five years. Since its inception, the Woodbridge Group
Enterprise has completed more than $1 billion in financial
transactions. These transactions involve real estate, note buying
and selling, hard money lending, and alternative financial
transactions involving thousands of investors.
Woodbridge Group of Companies and certain of its affiliates filed
Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No.
17-12560) on Dec. 4, 2017. Woodbridge estimated assets and
liabilities at between $500 million and $1 billion. The Chapter 11
cases are being jointly administered.
Judge Kevin J. Carey presides over the case.
Samuel A. Newman, Esq., Oscar Garza, Esq., Daniel B. Denny, Esq.,
Jennifer L. Conn, Esq., Eric J. Wise, Esq., Matthew K. Kelsey,
Esq., and Matthew P. Porcelli, Esq., at Gibson, Dunn & Crutcher,
LLP, and Sean M. Beach, Esq., Edmon L. Morton, Esq., Ian J.
Bambrick, Esq., and Allison S. Mielke, Esq., at Young Conaway
Stargatt & Taylor, LLP, serve as the Debtors' bankruptcy counsel.
Homer Bonner Jacobs, PA, as special counsel, Province, Inc., as
expert consultant, Moelis & Company LLC, as investment banker.
The Debtors' financial advisors are Larry Perkins, John Farrace,
Robert Shenfeld, Reece Fulgham, Miles Staglik, and Lissa Weissman
at SierraConstellation Partners, LLC. Beilinson Advisory Group is
serving as independent management to the Debtors. Garden City
Group, LLC, is the Debtors' claims and noticing agent.
Pachulski Stang Ziehl & Jones is counsel to the Official Committee
of Unsecured Creditors; and FTI Consulting, Inc., serves as its
financial advisor.
An official committee of unsecured creditors was appointed in the
Chapter 11 cases on Dec. 14, 2017. On Jan. 23, 2018, the Court
approved a settlement providing for the formation of an ad hoc
noteholder group and an ad hoc unitholder group.
WOODBRIDGE GROUP: Sale of Silverthorne's Snowmass Property Approved
-------------------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware authorized Woodbridge Group of Companies, LLC and its
affiliated debtors to sell Silverthorne Investments, LLC's real
property located at 345 Branding Lane, Snowmass Village, 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, to New Day Development, LLC, for $900,000.
The sale is free and clear of all liens, claims, interests, and
encumbrances.
All proceeds of the Sale (net of the Broker Fees and Other Closing
Costs) will be paid to the Debtors into the general account of
Debtor Woodbridge Group of Companies, LLC, and such net proceeds
will be disbursed and otherwise treated by the Debtors in
accordance with the Final DIP Order.
The Debtors are authorized and empowered to (i) pay the Purchaser's
Broker Fee to the Purchaser's Broker in an amount up to 3% of gross
sale proceeds, and (ii) pay the Seller's Broker Fee to Sotheby's in
an amount up to 3% of the gross sale proceeds.
Any title insurer, escrow agent, or other intermediary
participating in a closing of the Sale of the Property is
authorized to disburse all funds at the closing of the Sale
pursuant to the applicable settlement statement or escrow
instructions provided by the parties to such Sale.
The terms and conditions of the Order will be immediately effective
and enforceable upon its entry notwithstanding any applicability of
Bankruptcy Rule 6004(h).
A copy of the Agreement attached to the Order is available for free
at:
http://bankrupt.com/misc/Woodbridge_Group_2358_Order.pdf
About Woodbridge Group
Headquartered in Sherman Oaks, California, The Woodbridge Group
Enterprise -- http://www.woodbridgecompanies.com/-- is a
comprehensive real estate finance and development company. Its
principal business is buying, improving, and selling high-end
luxury homes. The Woodbridge Group Enterprise also owns and
operates full-service real estate brokerages, a private investment
company, and real estate lending operations. The Woodbridge Group
Enterprise and its management team have been in the business of
providing a variety of financial products for more than 35 years,
and have been primarily focused on the luxury home business for the
past five years. Since its inception, the Woodbridge Group
Enterprise has completed more than $1 billion in financial
transactions. These transactions involve real estate, note buying
and selling, hard money lending, and alternative financial
transactions involving thousands of investors.
Woodbridge Group of Companies and certain of its affiliates filed
Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No.
17-12560) on Dec. 4, 2017. Woodbridge estimated assets and
liabilities at between $500 million and $1 billion. The Chapter 11
cases are being jointly administered.
Judge Kevin J. Carey presides over the case.
Samuel A. Newman, Esq., Oscar Garza, Esq., Daniel B. Denny, Esq.,
Jennifer L. Conn, Esq., Eric J. Wise, Esq., Matthew K. Kelsey,
Esq., and Matthew P. Porcelli, Esq., at Gibson, Dunn & Crutcher,
LLP, and Sean M. Beach, Esq., Edmon L. Morton, Esq., Ian J.
Bambrick, Esq., and Allison S. Mielke, Esq., at Young Conaway
Stargatt & Taylor, LLP, serve as the Debtors' bankruptcy counsel.
Homer Bonner Jacobs, PA, as special counsel, Province, Inc., as
expert consultant, Moelis & Company LLC, as investment banker.
The Debtors' financial advisors are Larry Perkins, John Farrace,
Robert Shenfeld, Reece Fulgham, Miles Staglik, and Lissa Weissman
at SierraConstellation Partners, LLC. Beilinson Advisory Group is
serving as independent management to the Debtors. Garden City
Group, LLC, is the Debtors' claims and noticing agent.
Pachulski Stang Ziehl & Jones is counsel to the Official Committee
of Unsecured Creditors; and FTI Consulting, Inc., serves as its
financial advisor.
An official committee of unsecured creditors was appointed in the
Chapter 11 cases on Dec. 14, 2017. On Jan. 23, 2018, the Court
approved a settlement providing for the formation of an ad hoc
noteholder group and an ad hoc unitholder group.
YORAVI INVESTMENT: Directed to Amend Plan and Disclosures
---------------------------------------------------------
Bankruptcy Judge Edward A. Godoy orders Yoravi Investment, Inc., to
amend its disclosure statement and plan.
RM Trust raised a number of issues with the amended plan, namely
that it includes the incorrect discharge language, that it must
separate the treatment as to administrative claims and priority
claims, and that it incorrectly classifies Classes 2 and 4 as
unimpaired.
The debtor concedes the first two points but argues that Classes 2
and 4 are unimpaired because the amended plan provides for payment
of the present value of those creditors' claims, including
interest, in deferred cash payments over either 5 years (Class 2)
or 7 years (Class 4).
Since the Class 2 and 4 creditors will not be receiving everything
to which they are entitled on the effective date, the Court finds
that these claims are impaired.
In view of this, the debtor is ordered to amend the disclosure
statement and plan within 14 days of the entry of this order. A
hearing on the approval of the amended disclosure statement is set
for Nov. 9, 2018 at 9:30 a.m.
A copy of the Court's Order dated August 17, 2018 is available at:
http://bankrupt.com/misc/prb16-33590-2481.pdf
About Yoravi Investment
Yoravi Investments, Inc., owns a real estate property at Centro
Comercial Turabo Gardens valued at $1.10 million. Yoravi
Investments sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D.P.R. Case No. 17-05446) on Aug. 1, 2017. In the
petition signed by Rafael E. Acosta Santiago, vice-president and
treasurer, the Debtor disclosed $1.15 million in assets and
$714,000 in liabilities. Judge Edward A. Godoy presides over the
case. The Debtor tapped Godreau & Gonzalez Law, LLC, as its
bankruptcy counsel, and Enrique Peral Soler, Esq., as special
counsel.
[^] Recent Small-Dollar & Individual Chapter 11 Filings
-------------------------------------------------------
In re 19007 SW 24th Ave., LLC
Bankr. S.D. Fla. Case No. 18-19805
Chapter 11 Petition filed August 13, 2018
See http://bankrupt.com/misc/flsb18-19805.pdf
represented by: Adam I. Skolnik, Esq.
LAW OFFICE OF ADAM I. SKOLNIK, P.A.
E-mail: askolnik@skolniklawpa.com
In re Timothy Harry Coyle and Heather Barkley Coyle
Bankr. E.D.N.C. Case No. 18-04046
Chapter 11 Petition filed August 13, 2018
represented by: Richard Preston Cook, Esq.
RICHARD P. COOK, PLLC
E-mail: capefeardebtrelief@gmail.com
In re Fadi Joseph Bejjani
Bankr. D.N.J. Case No. 18-26196
Chapter 11 Petition filed August 13, 2018
represented by: Michael P. Otto, Esq.
LAW OFFICE OF MICHAEL P. OTTO, LLP
E-mail: motto@ottolawoffice.com
In re 401 Sunrise Corp.
Bankr. E.D.N.Y. Case No. 18-44666
Chapter 11 Petition filed August 13, 2018
See http://bankrupt.com/misc/nyeb18-44666.pdf
represented by: Lawrence Morrison, Esq.
MORRISON TENENBAUM, PLLC
E-mail: lmorrison@m-t-law.com
In re Tomasso Enterprises Inc.
Bankr. E.D. Pa. Case No. 18-15375
Chapter 11 Petition filed August 13, 2018
See http://bankrupt.com/misc/paeb18-15375.pdf
Filed Pro Se
In re Ricardo Rodriguez and Dianna G. Rodriguez
Bankr. S.D. Tex. Case No. 18-50126
Chapter 11 Petition filed August 13, 2018
represented by: Carl Michael Barto, Esq.
LAW OFFICE OF CARL M. BARTO
E-mail: cmblaw@netscorp.net
In re Pain Specialists of Gadsden, Inc.,
Bankr. N.D. Ala. Case No. 18-41385
Chapter 11 Petition filed August 14, 2018
See http://bankrupt.com/misc/alnb18-41385.pdf
represented by: Tameria S. Driskill, Esq.
TAMERIA S. DRISKILL LLC
E-mail: tsdriskill@aol.com
In re Fort Smith Medical Center, LLC
Bankr. W.D. Ark. Case No. 18-72154
Chapter 11 Petition filed August 14, 2018
See http://bankrupt.com/misc/arwb18-72154.pdf
represented by: Stanley V Bond, Esq.
BOND LAW OFFICE
E-mail: attybond@me.com
In re Jorge Luis Gracian
Bankr. C.D. Cal. Case No. 18-19371
Chapter 11 Petition filed August 14, 2018
represented by: Onyinye N Anyama, Esq.
ANYAMA LAW FIRM
E-mail: onyi@anyamalaw.com
In re Zohreh Dastgah
Bankr. N.D. Cal. Case No. 18-51810
Chapter 11 Petition filed August 14, 2018
represented by: Oxana Kozlov, Esq.
LAW OFFICES OF OXANA KOZLOV
E-mail: okozlov@gmail.com
In re Marwa Enterprises, LLC
Bankr. M.D. Fla. Case No. 18-02809
Chapter 11 Petition filed August 14, 2018
See http://bankrupt.com/misc/flmb18-02809.pdf
represented by: Sarah Hussein, Esq.
HUSSEIN & WEBBER PL
E-mail: shussein@husseinandwebber.com
In re Dawn R. Mooney
Bankr. D. Md. Case No. 18-20803
Chapter 11 Petition filed August 14, 2018
represented by: Bennie R. Brooks, Esq.
E-mail: bbrookslaw@aol.com
In re New Vault Cafe, Inc.
Bankr. E.D.N.Y. Case No. 18-75487
Chapter 11 Petition filed August 14, 2018
See http://bankrupt.com/misc/nyeb18-75487.pdf
Filed Pro Se
In re Anastasios M. Smalis
Bankr. W.D. Pa. Case No. 18-23234
Chapter 11 Petition filed August 14, 2018
represented by: Steven T. Shreve, Esq.
E-mail: steveshreve@comcast.net
In re John H. Smith
Bankr. W.D. Tenn. Case No. 18-26817
Chapter 11 Petition filed August 14, 2018
represented by: John Edward Dunlap, Esq.
E-mail: jdunlap00@gmail.com
In re Paulette Hershner
Bankr. N.D. Tex. Case No. 18-32710
Chapter 11 Petition filed August 14, 2018
represented by: Michael G. Colvard, Esq.
MARTIN & DROUGHT, P.C.
E-mail: mcolvard@mdtlaw.com
In re Val Erb & Sons, Inc.
Bankr. D. Vt. Case No. 18-10334
Chapter 11 Petition filed August 14, 2018
See http://bankrupt.com/misc/vtb18-10334.pdf
represented by: Rebecca A. Rice, Esq.
COHEN & RICE
E-mail: Steeplbush@aol.com
In re Bagrat Ogannes
Bankr. C.D. Cal. Case No. 18-12070
Chapter 11 Petition filed August 15, 2018
represented by: Crystle Jane Lindsey, Esq.
LAW OFFICE OF CRYSTLE JANE LINDSEY
E-mail: crystle@cjllaw.com
In re Cabot Operating LLC
Bankr. C.D. Cal. Case No. 18-16909
Chapter 11 Petition filed August 15, 2018
See http://bankrupt.com/misc/cacb18-16909-1.pdf
See http://bankrupt.com/misc/cacb18-16909-2.pdf
See http://bankrupt.com/misc/cacb18-16909-3.pdf
represented by: Robert G. Uriarte, Esq.
LAW OFFICES OF ROBERT G. URIARTE
E-mail: rgulawoffice@gmail.com
In re Patrick Douglas Crispen and Christine Lynn Crispen
Bankr. C.D. Cal. Case No. 18-19431
Chapter 11 Petition filed August 15, 2018
represented by: Andrew S. Bisom, Esq.
THE BISOM LAW GROUP
E-mail: abisom@bisomlaw.com
In re Assistcare Medical Group LLC
Bankr. N.D. Ga. Case No. 18-63738
Chapter 11 Petition filed August 15, 2018
See http://bankrupt.com/misc/ganb18-63738.pdf
represented by: Leonard R. Medley, III, Esq.
MEDLEY & ASSOCIATES, LLC
E-mail: leonard@mkalaw.com
In re Jason Thomas Berg
Bankr. D. Neb. Case No. 18-81189
Chapter 11 Petition filed August 15, 2018
represented by: Howard T. Duncan, Esq.
KOENIG DUNNE P.C., LLO.
E-mail: patrickp@koenigdunne.com
In re Beebe River Business Park, LLC
Bankr. D.N.H. Case No. 18-11103
Chapter 11 Petition filed August 15, 2018
See http://bankrupt.com/misc/nhb18-11103.pdf
represented by: Eleanor Wm Dahar, Esq.
VICTOR W. DAHAR PROFESSIONAL ASSOCIATION
E-mail: edahar@att.net
In re Carmelo Andino
Bankr. D.N.J. Case No. 18-26325
Chapter 11 Petition filed August 15, 2018
Filed Pro Se
In re HG & ZG Corporation
Bankr. D.N.J. Case No. 18-26374
Chapter 11 Petition filed August 15, 2018
See http://bankrupt.com/misc/njb18-26374.pdf
represented by: Antonio R. Espinosa, Esq.
ANDRIL & ESPINOSA, LLC
E-mail: Andespbk@gmail.com
In re Andre L. Sulton
Bankr. E.D.N.Y. Case No. 18-44705
Chapter 11 Petition filed August 15, 2018
Filed Pro Se
In re Dristin Holdings LLC
Bankr. S.D.N.Y. Case No. 18-36351
Chapter 11 Petition filed August 15, 2018
See http://bankrupt.com/misc/nysb18-36351.pdf
Filed Pro Se
In re U.A.E. Houston Enterprise Inc.
Bankr. S.D. Tex. Case No. 18-34562
Chapter 11 Petition filed August 15, 2018
See http://bankrupt.com/misc/txsb18-34562.pdf
Filed Pro Se
In re SG Property Management Inc.
Bankr. E.D. Va. Case No. 18-12818
Chapter 11 Petition filed August 15, 2018
See http://bankrupt.com/misc/vaeb18-12818.pdf
Filed Pro Se
In re Franciscus Maria Dartee
Bankr. D.N.J. Case No. 18-26407
Chapter 11 Petition filed August 15, 2018
Filed Pro Se
In re Superclean Enterprises, Inc.
Bankr. W.D. Ark. Case No. 18-72176
Chapter 11 Petition filed August 16, 2018
See http://bankrupt.com/misc/arwb18-72176.pdf
represented by: Stanley V. Bond, Esq.
BOND LAW OFFICE
E-mail: attybond@me.com
In re Narveen Singh Aryaputri
Bankr. C.D. Ill. Case No. 18-81232
Chapter 11 Petition filed August 16, 2018
Filed Pro Se
In re Paaras Vijan
Bankr. D.N.J. Case No. 18-26453
Chapter 11 Petition filed August 16, 2018
represented by: Zachary Alex King, Esq.
LAW OFFICE OF BARRY D. HABERMAN
E-mail: zakinglaw@gmail.com
In re Felgo Cab Corp
Bankr. E.D.N.Y. Case No. 18-44737
Chapter 11 Petition filed August 16, 2018
See http://bankrupt.com/misc/nyeb18-44737.pdf
represented by: Camille Russell, Esq.
RUSSELL LAW GROUP, PLLC
E-mail: crussellesq@aol.com
In re 6 Degrees Consulting, Inc.
Bankr. W.D. Pa. Case No. 18-23270
Chapter 11 Petition filed August 16, 2018
See http://bankrupt.com/misc/pawb18-23270.pdf
represented by: Francis E. Corbett, Esq.
E-mail: fcorbett@fcorbettlaw.com
In re Karen Suzanne Hales and Randall Royce Hales
Bankr. E.D. Tex. Case No. 18-41823
Chapter 11 Petition filed August 16, 2018
represented by: Joyce W. Lindauer, Esq.
E-mail: joyce@joycelindauer.com
In re American Bonding Co., Inc.
Bankr. N.D. W.Va. Case No. 18-00784
Chapter 11 Petition filed August 16, 2018
See http://bankrupt.com/misc/wvnb18-00784.pdf
represented by: Martin P. Sheehan, Esq.
SHEEHAN & NUGENT, PLLC
E-mail: sheehanbankruptcy@wvdsl.net
In re Smith Farms
Bankr. W.D. Tenn. Case No. 18-26817
Chapter 11 Petition filed August 14, 2018
represented by: John Edward Dunlap, Esq.
E-mail: jdunlap00@gmail.com
In re 3920 Bwy. Rest. Inc.
Bankr. S.D.N.Y. Case No. 18-12489
Chapter 11 Petition filed August 16, 2018
See http://bankrupt.com/misc/nysb18-12489.pdf
Filed Pro Se
In re 1658 Washington Corp
Bankr. E.D.N.Y. Case No. 18-75564
Chapter 11 Petition filed August 17, 2018
See http://bankrupt.com/misc/nyeb18-75564.pdf
Filed Pro Se
In re Ayelet Shahar, LLC
Bankr. S.D.N.Y. Case No. 18-12486
Chapter 11 Petition filed August 17, 2018
See http://bankrupt.com/misc/nysb18-12486.pdf
represented by: Vivian Sobers, Esq.
SOBERS LAW, PLLC
E-mail: vsobers@soberslaw.com
In re Unicompass, Inc.
Bankr. S.D. Tex. Case No. 18-34596
Chapter 11 Petition filed August 17, 2018
See http://bankrupt.com/misc/txsb18-34596.pdf
represented by: Margaret Maxwell McClure, Esq.
LAW OFFICE OF MARGARET M. MCCLURE
E-mail: margaret@mmmcclurelaw.com
In re Christine R. Stephens
Bankr. M.D. Fla. Case No. 18-06909
Chapter 11 Petition filed August 17, 2018
represented by: Buddy D. Ford, Esq.
BUDDY D. FORD, P.A.
E-mail: Buddy@TampaEsq.com
In re Shawntae Harris
Bankr. N.D. Ga. Case No. 18-21635
Chapter 11 Petition filed August 18, 2018
represented by: Shayna M. Steinfeld, Esq.
STEINFELD & STEINFELD PC
E-mail: shayna@steinfeldlaw.com
In re Legacy Hospitality Group, LLC
Bankr. W.D. Ark. Case No. 18-72224
Chapter 11 Petition filed August 20, 2018
See http://bankrupt.com/misc/arwb18-72224.pdf
represented by: Stanley V. Bond, Esq.
BOND LAW OFFICE
E-mail: attybond@me.com
In re Judith Ann Wolfe
Bankr. D. Del. Case No. 18-11909
Chapter 11 Petition filed August 20, 2018
Filed Pro Se
In re John Adam Loughran
Bankr. M.D. Fla. Case No. 18-02874
Chapter 11 Petition filed August 20, 2018
represented by: Andrew M Bonderud, Esq.
THE BONDERUD LAW FIRM PA
E-mail: BonderudLaw@gmail.com
In re K.E. Martin Development of Pasco, Inc.
Bankr. M.D. Fla. Case No. 18-06979
Chapter 11 Petition filed August 20, 2018
See http://bankrupt.com/misc/flmb18-06979.pdf
represented by: Michael C. Markham, Esq.
JOHNSON POPE BOKOR RUPPEL & BURNS LLP
E-mail: mikem@jpfirm.com
In re Unity Moving and Storage, Inc.
Bankr. E.D.N.C. Case No. 18-04152
Chapter 11 Petition filed August 20, 2018
See http://bankrupt.com/misc/nceb18-04152.pdf
represented by: Trawick H Stubbs, Jr., Esq.
STUBBS & PERDUE, P.A.
E-mail: efile@stubbsperdue.com
In re NMNT Realty Corp.
Bankr. E.D.N.Y. Case No. 18-75597
Chapter 11 Petition filed August 20, 2018
See http://bankrupt.com/misc/nyeb18-75597.pdf
Filed Pro Se
In re Robert Anton
Bankr. S.D.N.Y. Case No. 18-36381
Chapter 11 Petition filed August 20, 2018
represented by: Robert S. Lewis, Esq.
E-mail: robert.lewlaw1@gmail.com
In re Sango Pool and Spa, LLC
Bankr. M.D. Tenn. Case No. 18-05552
Chapter 11 Petition filed August 20, 2018
See http://bankrupt.com/misc/tnmb18-05552.pdf
represented by: Steven L. Lefkovitz, Esq.
LAW OFFICES LEFKOVITZ & LEFKOVITZ
E-mail: slefkovitz@lefkovitz.com
In re A B Tiffee, IV and Elisa Sara Tiffee
Bankr. E.D. Tex. Case No. 18-41836
Chapter 11 Petition filed August 20, 2018
represented by: Robert T. DeMarco, Esq.
DEMARCO-MITCHELL, PLLC
E-mail: robert@demarcomitchell.com
In re F4 Ventures-Cinnaholic
Bankr. E.D. Tex. Case No. 18-41837
Chapter 11 Petition filed August 20, 2018
See http://bankrupt.com/misc/txeb18-41837.pdf
represented by: Robert T. DeMarco, Esq.
DEMARCO-MITCHELL, PLLC
E-mail: robert@demarcomitchell.com
In re Old Town Insurance & Financial Services, Inc.
Bankr. E.D. Va. Case No. 18-12856
Chapter 11 Petition filed August 20, 2018
See http://bankrupt.com/misc/vaeb18-12856.pdf
Filed Pro Se
In re Zephnia Moore
Bankr. E.D. Va. Case No. 18-72931
Chapter 11 Petition filed August 20, 2018
Filed Pro Se
In re Luis Rosales
Bankr. D. Nev. Case No. 18-14956
Chapter 11 Petition filed August 21, 2018
represented by: Brandy L. Brown, Esq.
KUNG & ASSOCIATES
E-mail: bbrown@ajkunglaw.com
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors.
Copyright 2018. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers. Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.
The TCR subscription rate is $975 for 6 months delivered via
e-mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each. For subscription information, contact Peter A.
Chapman at 215-945-7000.
*** End of Transmission ***