/raid1/www/Hosts/bankrupt/TCR_Public/180910.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Monday, September 10, 2018, Vol. 22, No. 252
Headlines
19 HIGHLINE DEVELOPMENT: Voluntary Chapter 11 Case Summary
73-75 WILLOW: Taps Neubert Pepe & Monteith as Counsel
8TH AVENUE FOOD: S&P Gives 'B' Issuer Credit Rating, Outlook Stable
A & B ASSOCIATES: Oct. 1 Plan Confirmation Hearing Set
A LAUGHING FROG: Hires Erwin Enterprises as Accountant
ADVANTAGE SALES: $1.8BB Bank Debt Trades at 6% Off
ADVANTAGE SALES: $225MM Bank Debt Trades at 6% Off
ADVANTAGE SALES: $350MM Bank Debt Trades at 6% Off
AIR METHODS: Bank Debt Trades at 9% Off
ALTICE FRANCE: Bank Debt Trades at 3% Off
ALTRA INDUSTRIAL: Moody's Assigns Ba3 CFR, Outlook Stable
ALTRA INDUSTRIAL: S&P Assigns 'BB-' ICR, Outlook Stable
AMBOY GROUP: Oct. 2 Disclosure Statement Hearing Set
AQUAMARINA II: Property Sale Proceeds to Pay All Allowed Claims
ARIA ENERGY: Moody's Assigns B1 CFR & Alters Outlook to Positive
ARQUIDIOCESIS DE SAN JUAN: Taps RSM ROC & Company as Accountant
AYTU BIOSCIENCE: Will Sell Class A Units and Class B Units
AZURE MIDSTREAM: Moody's Withdraws Caa2 CFR & Term Loan Rating
BELK INC: Bank Debt Trades at 13% Off
BIOAMBER INC: CCAA Stay Period Extended Until September 18
BOUNTIFUL BLESSINGS: Taps Phoenix Law Group as Legal Counsel
CCS-CMGC HOLDINGS: S&P Assigns 'B-' ICR, Outlook Stable
CHENIERE ENERGY: Fitch Assigns BB Sr. Unsec. Rating, Outlook Stable
CHENIERE ENERGY: Moody's Affirms Ba2 CFR & $1.5MM Sec. Notes Rating
CHENIERE ENERGY: S&P Assigns 'BB' Rating on $1.1BB Unsecured Notes
CHINA COMMERCIAL: Fails to Comply with Nasdaq's Bid Price Rule
CLAIRE'S STORES: Proceeds from New Money Investment to Fund Plan
CLICKAWAY CORP: Crawford Allowed to Provide Additional Services
COALINGA REGIONAL: Chapter 9 Case Summary & Unsecured Creditors
COMMUNITY CHOICE: Moody's Assigns Caa2 on $42MM Sr. Sec. Notes
CONCORDIA INTERNATIONAL: Completes Recapitalization Transaction
CPKAP LLC: Case Summary & 20 Largest Unsecured Creditors
CST INDUSTRIES: Taps Baker Tilly to Provide Tax Services
DESSERT LAND: Hires Colliers International as Real Estate Broker
DIEBOLD INC: Bank Debt Trades at 13% Off
DIVERSE LABEL: Hires Equity Partners HG, LLC, as Investment Banker
DUBLIN MANAGEMENT: Sept. 20 Disclosure Statement Hearing Set
DURO DYNE: Case Summary & 20 Largest Unsecured Creditors
ELDORADO RESORTS: Moody's Rates Proposed $600MM Unsec. Notes B2
ELDORADO RESORTS: S&P Affirms 'B+' Issuer Credit Rating
EMMANUEL HEALTH: Taps In-Check Consulting as Accountant
ENCINO ACQUISITION: S&P Assigns 'B+' ICR, Outlook Stable
ET SOLAR: Taps Force Ten as Financial Advisor, Expert Witness
FALLS AT ST. GEORGE: Voluntary Chapter 11 Case Summary
FALLS EVENT CENTER: Taps Rocky Mountain as Restructuring Advisor
FINANCIAL & RISK: Fitch Assigns BB Issuer Default Rating
GATHERING PLACE: Taps Allen Stovall as Legal Counsel
GREATER CLEVELAND: Seeks to Hire BMC Income Tax
GULF FINANCE: Bank Debt Trades at 14% Off
HELIX GEN: Bank Debt Trades at 3% Off
HERCULES CAPITAL: S&P Withdraws 'BB+' Issuer Credit Rating
HOLBROOK/SEARIGHT: Case Summary & 8 Unsecured Creditors
HUDSON'S BAY: Bank Debt Trades at 4% Off
HYLAS YACHTS: Case Summary & 20 Largest Unsecured Creditors
INTEMA SOLUTIONS: Quebec Court Allows Request for CCAA Proceedings
INTERVAL ACQUISITION: Moody's Cuts $262MM Unsec. Notes Rating to B1
IQOR US: Bank Debt Trades at 11% Off
JC PENNEY: S&P Cuts Ratings on 8 Classes From 5 Deals to 'CCC+'
KONA GRILL: Signs Two-Year Employment Agreements with Executives
KUM GANG: Hires McCallion & Associates LLP as Counsel
LA CASA DE PEDRO: Taps Robert O'Neil as Accountant
LANDS' END: Bank Debt Trades at 4% Off
LANE-GLO BOWL: Palm Harbor Law Hired as Counsel
LANNETT CO: Bank Debt Trades at 19% Off
LATITUDE SOLUTIONS: Taps Donica Law Firm as Litigation Counsel
LONESTAR RESOURCES: Fitch Assigns B- LongTerm IDR, Outlook Stable
MADISON CHIROPRACTIC: Hires Sparkman Shepard & Morris as Counsel
MAGEE BENEVOLENT: Hires Craig M. Geno, PLLC, as Counsel
MAGEE BENEVOLENT: Hires Trilogy Healthcase Solutions as CRO, CFO
MARK A ELLIS: Unsecureds to be Paid $631 Monthly at 5% Interest
MARTIN MIDSTREAM: Fitch Assigns 'B' LongTerm IDR, Outlook Negative
MC COMMUNICATION: Case Summary & 20 Largest Unsecured Creditors
MELBOURNE BEACH: CRO Stermer Taps Carlton Fields as Counsel
MFL INC: Seeks to Hire Paul Heinen as Accountant
NAVICURE INC: S&P Alters Outlook to Positive & Affirms 'B-' ICR
NORDAM GROUP: Committee Taps Jefferies LLC as Investment Banker
NORDAM GROUP: Committee Taps Zolfo Cooper as Financial Advisor
NOVAN INC: Sean Murphy Quits as Director
OCEAN SERVICES: Case Summary & 7 Unsecured Creditors
OPEN ROAD: Case Summary & 40 Largest Unsecured Creditors
PACIFIC DRILLING: Ernst & Young Approved as Tax Advisor
PETSMART INC: Bank Debt Trades at 15% Off
PLASTIC INDUSTRIES: Taps Matthew Regen as Accountant
PLYMOUTH PLACE: Fitch Affirms BB+ Rating on 2013/2015 Fixed Bonds
POINT COM: Taps Ponder and Lenox as Counsel
PURPLE SHOVEL: Trustee Taps McHale PA as Accountant
QUORUM BUSINESS: Fitch Assigns B LongTerm IDR, Outlook Stable
QUORUM BUSINESS: Moody's Assigns B3 CFR, Outlook Stable
RANDAL D. HAWORTH: Committee Taps Buchalter as Legal Counsel
RELATIVITY MEDIA: Hires Prime Clerk LLC as Administrative Advisor
RENNOVA HEALTH: Issues $1.24 Million Additional Debentures
RESURRECTION LIFE: Case Summary & 9 Unsecured Creditors
REX ENERGY: PennEnergy Agrees to Acquire Assets for $600.5M
ROSEGARDEN HEALTH: Trustee Taps Litchfield Cavo as Legal Counsel
ROTONDO WEIRICH: Taps Silverman Kendall as Accountant
RUBY'S DINER: Files for Chapter 11 With Craig Deal
RUBY'S FRANCHISE: Case Summary & 13 Unsecured Creditors
SEABROOK DENTAL: Case Summary & 18 Unsecured Creditors
SERTA SIMMONS: Bank Debt Trades at 15% Off
SEVEN STARS: Acquires Grapevine, an Influencer Marketing Company
SOLBRIGHT GROUP: Completes Merger to Create Iota Communications
SONOMA MT. LLC: Allan Cory Approved as Bankruptcy Counsel
SPA 810: Committee Taps Burch & Cracchiolo as Bankruptcy Counsel
SPECFAC GROUP: Voluntary Chapter 11 Case Summary
STANDARD MEDIA: Fitch Withdraws B LongTerm Issuer Default Rating
STAR MOUNTAIN: Unsecureds to be Paid from Titan Promissory Note
STAR READY MIX: Sept. 26 Disclosure Statement Hearing Set
STEADYMED LTD: OrbiMed Entities Cease to be Shareholders
SUNRISE HOSPICE: Sept. 19 Plan Confirmation Hearing Set
TNT C&P INVESTMENTS: Taps RE/Max Services as Realtor
TNT CRANE: Bank Debt Trades at 16% Off
TOPS HOLDING II: To Pay Unsecs. from GUC Litigation Trust Proceeds
TRIPLE POINT: Bank Debt Trades at 10% Off
TRUE PRODUCTS: Sept. 24 Plan Confirmation Hearing Set
TWO BAR O COUNTRY: Discloses Unpaid CAM Claims Against Natural Pet
UNITED CHARTER: Taps Patrick Quinn as Accountant
UVLRX THERAPEUTICS: Case Summary & 20 Largest Unsecured Creditors
VERITY HEALTH: Files Voluntary Chapter 11 Bankruptcy Petition
VERSA MARKETING: Voluntary Chapter 11 Case Summary
VILLAGE RED RESTAURANT: Taps Kalyvas as Accountant
VOYA FINANCIAL: S&P Assigns 'BB+' Rating on Jr. Subordinated Debt
WATAUGA RECOVERY: Taps Hunter Smith as Legal Counsel
WESTMORELAND RESOURCE: Extends Loan Default Waivers Until Oct. 5
X-TREME BULLETS: Committee Taps BDO USA as Financial Advisor
XPEERANT INCORPORATED: Hires Kutner Brinen PC as Attorney
[*] Ervin Cohen & Jessup Adds Three Associates
[*] Join Beard Group's Distressed Investing Conference Nov. 26
[^] BOND PRICING: For the Week from Sept. 3 to 7, 2018
*********
19 HIGHLINE DEVELOPMENT: Voluntary Chapter 11 Case Summary
----------------------------------------------------------
Debtor: 19 Highline Development LLC
435-437 W 19th
New York, NY 10011-3803
Business Description: 19 Highline Development LLC owns a 100%
membership interest in an entity known as
Project 19 Highline Development LLC, which
owns a condominium development project
located at 435-437 19th Street, New York.
The Project contemplates construction of
high-end residential condominiums, with
a full "sell-out price" of approximately
$60 million. At this juncture,
substantial construction and rennovations
have already taken place, and the Project
is approximately 40% complete.
Chapter 11 Petition Date: September 7, 2018
Court: United States Bankruptcy Court
Southern District of New York (Manhattan)
Case No.: 18-12714
Debtor's Counsel: Ted J. Donovan, Esq.
GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP
1501 Broadway, 22nd Floor
New York, NY 10036
Tel: (212)-221-5700
Fax: 212-422-6836
Email: TDonovan@GWFGlaw.com
- and -
Kevin J. Nash, Esq.
GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP
1501 Broadway 22nd Floor
New York, NY 10036
Tel: (212) 221-5700
Email: knash@gwfglaw.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Michael E. Rosenstock, chief
restructuring officer.
The Debtor failed to include in the petition a list of its 20
largest unsecured creditors.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/nysb18-12714.pdf
73-75 WILLOW: Taps Neubert Pepe & Monteith as Counsel
-----------------------------------------------------
73-75 Willow Street, LLC sought and obtained authority from the
United States Bankruptcy Court for the District of Connecticut,
Bridgeport Division, to employ the law firm of Neubert, Pepe &
Monteith, P.C. as counsel to the Debtor.
NPM will render these services:
(a) advising the Debtor of its rights, powers, and duties as a
debtor and debtor-in- possession continuing to operate and manage
its business and property;
(b) advising the Debtor concerning, and assisting in the
negotiation and documentation of, financing agreements, debt
restructuring, and related transactions;
(c) reviewing the nature and validity of any liens asserted
against the property of the Debtor, and advising the Debtor
concerning the enforceability of such liens;
(d) advising the Debtor concerning the actions that these
might take to collect and to recover property for the benefit of
the Debtor's estate.
(e) preparing on the Debtor's behalf necessary and appropriate
applications, motion, pleading, draft orders, notices, and other
documents, and reviewing all financial and other reports to be
files in this Chapter 11 case;
(f) advising the Debtor concerning, and preparing responses
to, applications, motions, pleadings, notices, And other papers
which may be filed in this Chapter 11 case;
(g) counseling the Debtor in connection with the formulation,
negotiation, and prosecution of a plan of reorganization and
related documents; and
(h) performing all other legal services for and on behalf of
the Debtor which may be necessary or appropriate in the
administration of this Chapter 11 case.
Charles Coviello, the Debtor's principal, agreed to provide NPM
with a retainer of $7,500 on the Debtor's behalf, plus $1,717 for
the bankruptcy filing fee, to be applied towards services rendered
and expenses by NPM.
Douglas S. Skalka, principal at NPM, attests that his firm
represents no interest adverse to the Debtor or to its estate in
the matters for which it is proposed to be retained. NPM is a
"disinterested person" within the meaning of 11 U.S.C. Sections
101(14) and 327.
Neubert, Pepe & Monteith, P.C. can be reached at:
Douglas s. Skalka, Esq.
NEUBERT, PEPE & MONTEITH, P.C.
195 Church Street
New Haven, CT 06510
Tel: (203) 821-2000
E-mail: dskalka@npmlaw.com
73-75 Willow Street, LLC filed for Chapter 11 bankruptcy (Bankr. D.
Conn. Case No. 18-50825) on June 28, 2018, listing under $1 million
in both assets and liabilities. Judge Julia A. Manning oversees
the case. A copy of the petition is available at
http://bankrupt.com/misc/ctb18-50825.pdf
8TH AVENUE FOOD: S&P Gives 'B' Issuer Credit Rating, Outlook Stable
-------------------------------------------------------------------
S&P Global Ratings assigned a 'B' issuer credit rating to St.
Louis-based 8th Avenue Food & Provisions Inc. (8th Avenue). The
outlook is stable.
S&P said, "At the same time, we assigned a 'B' issue-level and '3'
recovery rating to the proposed $125 million secured revolving
credit facility due in 2023 and $500 million first-lien term loan
due in 2025. The '3' recovery rating indicates our expectation for
meaningful (50%-70%; rounded estimate 65%) recovery in the event of
a payment default. We also assigned a 'CCC+' issue-level and '6'
recovery rating to the proposed $125 million second-lien term loan
due 2026. The '6' recovery rating indicates our expectation for
negligible (0%-10%; rounded estimate 5%) in the event of payment
default.
"We estimate the company will have $665 million of gross
outstanding reported debt at transaction close." All ratings are
based on preliminary terms and are subject to review upon receipt
of final documentation.
The rating incorporates 8th Avenue's limited scale approaching $1
billion in net sales, narrow product diversity in nut butters,
healthy snacks, and dry pasta, which are sensitive to shifts in
commodity costs, geographic concentration in the U.S., and
sensitivity to the business decisions of its customers as a
private-label and co-manufacturing company. S&P's rating also
includes our expectation for private-label penetration to increase
in the U.S.
S&P said, "The stable outlook reflects our expectation for leverage
to remain elevated over the next 12 months in the 7.5x-8.0x range
(including preferred stock treated as 100% debt)and that the
company will generate at least $20 million of free operating cash
flow. The outlook incorporates our expectation that the integration
of the three businesses goes smoothly and results in modest cost
savings. We expect the company to grow revenues primarily through
new customers and some price increases over the next 12 months.
"We could lower the rating if leverage is sustained above 8.5x
(including preferred stock). We believe this could occur if the
company funds an acquisition in the near term with debt or if
freight costs and ingredient inflation result in a 200-basis-point
decline to our gross margin expectations. Additionally, we could
lower the rating if free operating cash flows deteriorates to
breakeven or below.
"Given the company's high debt leverage, this is unlikely over the
next 12 months. We could raise the rating if the company achieves
higher margins through increased volumes from new customers or a
better product mix, resulting in leverage remaining below 5x.
Leverage could also be lowered if the preferred stock is lowered or
converted to equity."
A & B ASSOCIATES: Oct. 1 Plan Confirmation Hearing Set
------------------------------------------------------
Judge Judge Edward J. Coleman III of the U.S. Bankruptcy Court for
the Southern District of Georgia will convene a hearing on October
1, 2018 at 10:00 a.m. to consider approval of the disclosure
statement and confirmation of the Chapter 11 plan filed by A & B
Associates, L.P. Objections are due by Sept. 26, plus an
additional three days if served by mail or otherwise allowed under
FRBP 9006(f).
About A & B Associates
A & B Associates, L.P., filed a Chapter 11 petition (Bankr. S.D.
Ga. Case No. 17-40185) on Feb. 3, 2017. Christopher L. Kettles,
managing general partner, signed the petition. The case is
assigned to Judge Edward J. Coleman III. C. James McCallar, Jr.,
Esq., at the McCallar Law Firm, is the Debtor's counsel. At the
time of filing, the Debtor disclosed $5.48 million in assets and
$3.93 million in liabilities.
A LAUGHING FROG: Hires Erwin Enterprises as Accountant
------------------------------------------------------
A Laughing Frog, LLC, seeks authority from the United States
Bankruptcy Court for the District of New Mexico to employ Breeze
Erwin and her firm, Erwin Enterprises, Inc., as the Debtor's
accountant.
Erwin will bill the Debtor at its standard rates. Ms. Erwin's
current rate is $40 per hour plus applicable gross receipt tax. All
fees and costs are subject to approval of the Bankruptcy Court.
The firm will render at least monthly billing statements to the
Debtor, with the services itemized to show a description of the
service rendered, the amount of time for the service (in
one-tenth-of-one-hour increments), the name or title of the person
who provided the service, and the amount charged for that service.
The Debtor shall pay Erwin upon receipt of the billing statements
and before the fees and costs are allowed, on an interim basis, 75%
of billed fees and 100% of billed costs and gross receipts tax, to
be paid from estate funds.
The firm attests that it has no pre-petition claim against the
Debtor, and has no connection with the Debtor, its creditors or any
other party in interest or its respective attorneys.
About A Laughing Frog, LLC
A Laughing Frog is the fee simple owner of four rental properties
in Santa Fe, New Mexico having an aggregate market value of
$950,000. The company is a small business debtor as defined in 11
U.S.C. Section 101(51D).
A Laughing Frog, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. NM. Case No. 17-12887) on November 14,
2017. In the petition signed by Bruce Kuehnle, president, the
Debtor disclosed $950,000 in assets and between $2.07 million in
liabilities.
William F. Davis, Esq., Joel Alan Gaffney, Esq., Nephi D Hardman,
Esq. and Andrea D. Steiling, Esq. at William F. Davis &
Associates., P.C., serve as the Debtors' counsel.
The Debtor filed its Chapter 11 Small Business Plan and Disclosure
Statement in April 2018.
ADVANTAGE SALES: $1.8BB Bank Debt Trades at 6% Off
--------------------------------------------------
Participations in a syndicated loan under which Advantage Sales &
Marketing is a borrower traded in the secondary market at 93.63
cents-on-the-dollar during the week ended Friday, August 31, 2018,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 1.62 percentage points from the
previous week. Advantage Sales pays 325 basis points above LIBOR to
borrow under the $1.8 billion facility. The bank loan matures on
July 25, 2021. Moody's rates the loan 'B1' and Standard & Poor's
gave a 'B' rating to the loan. The loan is one of the biggest
gainers and losers among 247 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday,
August 31.
ADVANTAGE SALES: $225MM Bank Debt Trades at 6% Off
--------------------------------------------------
Participations in a syndicated loan under which Advantage Sales &
Marketing is a borrower traded in the secondary market at 93.63
cents-on-the-dollar during the week ended Friday, August 31, 2018,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 1.62 percentage points from the
previous week. Advantage Sales pays 325 basis points above LIBOR to
borrow under the $225 million facility. The bank loan matures on
July 25, 2021. Moody's rates the loan 'B1' and Standard & Poor's
gave a 'B' rating to the loan. The loan is one of the biggest
gainers and losers among 247 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday,
August 31.
ADVANTAGE SALES: $350MM Bank Debt Trades at 6% Off
--------------------------------------------------
Participations in a syndicated loan under which Advantage Sales &
Marketing is a borrower traded in the secondary market at 93.63
cents-on-the-dollar during the week ended Friday, August 31, 2018,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 1.62 percentage points from the
previous week. Advantage Sales pays 325 basis points above LIBOR to
borrow under the $350 million facility. The bank loan matures on
July 25, 2021. Moody's rates the loan 'B1' and Standard & Poor's
gave a 'B' rating to the loan. The loan is one of the biggest
gainers and losers among 247 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday,
August 31.
AIR METHODS: Bank Debt Trades at 9% Off
---------------------------------------
Participations in a syndicated loan under which Air Methods
Corporation is a borrower traded in the secondary market at 91.40
cents-on-the-dollar during the week ended Friday, August 31, 2018,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 0.79 percentage points from the
previous week. Air Methods pays 350 basis points above LIBOR to
borrow under the $1.25 billion facility. The bank loan matures on
April 21, 2024. Moody's rates the loan 'B1' and Standard & Poor's
gave a 'B+' rating to the loan. The loan is one of the biggest
gainers and losers among 247 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday,
August 31.
ALTICE FRANCE: Bank Debt Trades at 3% Off
-----------------------------------------
Participations in a syndicated loan under which Altice France Est
[Altice Blue One SAS] is a borrower traded in the secondary market
at 97.00 cents-on-the-dollar during the week ended Friday, August
31, 2018, according to data compiled by LSTA/Thomson Reuters MTM
Pricing. This represents an increase of 1.44 percentage points from
the previous week. Altice France pays 275 basis points above LIBOR
to borrow under the $910 million facility. The bank loan matures on
June 21, 2025. Moody's rates the loan 'B1' and Standard & Poor's
gave a 'B+' rating to the loan. The loan is one of the biggest
gainers and losers among 247 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday,
August 31.
Altice France Est SAS provides cable operator services. The company
was incorporated in 2002 and is based in Lampertheim, France. The
company operates as a subsidiary of Altice S.A.
ALTRA INDUSTRIAL: Moody's Assigns Ba3 CFR, Outlook Stable
---------------------------------------------------------
Moody's Investors Service assigned a Ba3 Corporate Family Rating
and Ba3-PD Probability of Default Rating to Altra Industrial Motion
Corp. Concurrently, Moody's assigned a Ba2 rating to the company's
proposed first-lien senior secured bank credit facilities,
comprised of a $300 million revolving credit facility and $1.34
billion term loan and assigned a B2 rating to the proposed $400
million senior unsecured notes. In addition, Moody's assigned a
Speculative Grade Liquidity rating of SGL-2, reflecting Altra's
good liquidity. The ratings outlook is stable.
Proceeds from the new bank debt facilities and notes will be used
to fund the $1.4 billion cash portion of the company's
approximately $2.8 billion combination with four operating
companies from Fortive Corporation's Automation & Specialty
platform business ("Fortive A&S"), and to refinance approximately
$249 million of existing Altra debt as well as transaction
expenses. The transaction is expected to close before the end of
this year.
The following ratings were assigned:
Altra Industrial Motion Corp.:
Corporate Family Rating, at Ba3
Probability of Default Rating, at Ba3-PD
GTD Senior secured first-lien $300 million revolving credit
facility, at Ba2 (LGD3)
GTD Senior secured first-lien $1.34 billion term loan, at Ba2
(LGD3)
Speculative Grade Liquidity rating, at SGL-2
Outlook, Stable
Stevens Holding Company, Inc.:
GTD $400 million senior unsecured notes, at B2 (LGD5)
Outlook, Stable
RATINGS RATIONALE
Altra's Ba3 corporate family rating reflects its pro forma combined
revenue scale exceeding $1 billion, geographic, product and
end-market diversity as well as favorable market position and
strong brands for products ranging from gears and industrial
clutches and brakes to mechanical and electronic precision motion
control systems. The company's geographic revenue diversity is
demonstrated in 50% of its revenues generated in North America with
the other half from abroad. In addition, the company's expected
healthy free cash flow generation post the combination is expected
to be used towards de-leveraging from Altra's peak financial
leverage at close of the transaction. Pro forma last twelve months
ended June 30, 2018 debt/EBITDA (including Moody's standard pension
and lease adjustments) totals 4.3x (inclusive of $23 million of
synergies) and 4.6x (exclusive of any synergies). Debt/EBITDA is
expected to improve to under 4.0x over the next eighteen months.
Approximately 30% of the company's revenues are aftermarket which
provide a recurring revenue stream.
The combination with four operating companies from Fortive's
Specialty and Automation platform enhances Altra's revenue scale,
exposure to higher growth industries, product breadth and margin
profile including greater electronic and software motion control
product content. Margins are expected to benefit from a higher
margin mix, capitalizing on Fortive's well-recognized Fortive
Business System and operational leverage derived from a larger pro
forma revenue base. Altra's EBITDA margins currently in the
mid-teens range are expected to improve to above 20%.
At the same time, Altra's ratings reflect that the company's
end-markets are cyclical including transportation, turf & garden
and energy among others. It is noted that pro forma for the
combination, the company has less exposure to the more cyclical
industries of mining, renewable energy and oil & gas. Moody's
expects peak-to-trough metrics to fluctuate during economic cycles,
which increases the importance of Altra's good liquidity profile,
management's prudent financial policy and sound balance sheet
management. The meaningful amount of debt being incurred as part of
transaction, integration risk and the amount and timing of
realizing pro forma synergies are also credit considerations.
Although the company's EBITDA margins are expected to exceed the
20% level, the effects of tariffs and elevated commodity costs
could present near-term headwinds however the company has been
actively managing these costs, offsetting them through pricing
actions and operational efficiencies.
Altra's SGL-2 rating reflects its expectation that the company will
maintain a good liquidity profile over the next twelve to eighteen
months supported by healthy free cash flow generation, good
revolver availability and financial ratio covenant headroom. The
ratings anticipate that the company will generate $90 million to
over $100 million of free cash flow (after dividends) in each of
the next two years as the company benefits from synergies and
restructuring actions. Moody's expects the company to operate with
cash balances of approximately $80 million. Altra will maintain a
$300 million revolving credit facility as a source for external
liquidity with good covenant headroom anticipated.
The ratings for Altra's debt instruments comprise both the overall
probability of default to which Moody's assigned a PDR of Ba3-PD
and an average family loss given default assessment. The Ba2 (LGD3)
rating assigned to the first lien senior secured credit facilities
using Moody's Loss Given Default Methodology, reflects the
facilities' senior position in the capital structure. The unsecured
notes, pension, lease and trade payables provide junior capital
support. The proposed $400 million senior unsecured notes are rated
B2, two notches below the Ba3 CFR due to the sizable amount of
senior secured bank debt senior to the notes.
The stable outlook reflects Moody's expectation that adjusted debt
to EBITDA leverage will decline to below 4.0 times over the
eighteen months, driven by meaningful debt repayment as well as
increased EBITDA derived from expected cost savings and combination
synergies.
An upgrade would be considered if the company meaningfully reduces
elevated debt levels, end-markets continue their positive
trajectory and the company demonstrates successful acquisition
integration. In addition, financial leverage sustained at or below
3.0 times and free cash flow to adjusted debt in the high single
digits, would be supportive of higher ratings.
Moody's could downgrade the ratings if the company does not make
steady progress towards reducing adjusted debt/EBITDA to below the
4.0 times range, experiences integration challenges or if free cash
flow to adjusted debt falls below 5%. In addition, if the company's
financial policy becomes more aggressive through debt-financed
share repurchases or dividends as well as significant erosion in
its liquidity profile could cause downwards ratings pressure.
Headquartered in Braintree, Massachusetts, Altra is a leading
global designer, producer, and marketer of a wide range of
mechanical power transmissions components, which include clutches,
brakes, couplings and gearing. Pro forma for the proposed
combination with Fortive A&S, annual revenues for the
publicly-traded company would approximate $1.9 billion.
The principal methodology used in these ratings was Global
Manufacturing Companies published in June 2017.
ALTRA INDUSTRIAL: S&P Assigns 'BB-' ICR, Outlook Stable
-------------------------------------------------------
S&P Global Ratings assigned its 'BB-' issuer credit rating to
Braintree, Mass.-based industrial manufacturer Altra Industrial
Motion Corp. The outlook is stable.
S&P said, "At the same time we assigned our 'BB-' issue-level
rating and '3' recovery rating to the company's proposed senior
secured debt, which consists of a $300 million first-lien revolving
credit facility due 2023 and a $1.34 billion first-lien term loan B
due 2025. The '3' recovery rating indicates our expectation for
meaningful (50%-70%; rounded estimate: 60%) recovery in the event
of a payment default.
"We also assigned our 'B+' issue–level rating and '5' recovery
rating to the company's proposed $400 million senior unsecured
notes due 2026, which are issued by the company's subsidiary,
Stevens Holding Company, Inc. The '5' recovery rating indicates our
expectation for modest (10%-30%; rounded estimate: 15%) recovery in
the event of a payment default."
The ratings on Altra reflect the company's larger scale, good
geographic diversity, and improved pro forma profitability, offset
by its relatively narrow scope of operations. The ratings also
acknowledge S&P's view that pro forma leverage will climb above 4x
S&P Global Ratings' adjusted EBITDA, from slightly more than 2x in
2017.
S&P said, "The stable outlook reflects our view that debt-to-EBITDA
will remain comfortably within the 4x to 5x range over the next 12
months, trending closer to 4x over time. Supporting this forecast
is our view that profitability should improve with the addition of
Fortive's generally higher margin product lines. We also expect
generally healthy global economic conditions, with weighted average
GDP growth in Altra's global markets at a little more than 3%.
"We could raise our ratings if debt leverage drops below 4x. This
could occur if the integration of the Fortive portfolio proceeds
smoothly and synergies are realized more quickly than expected,
causing EBITDA margins to be about 100 basis points higher than we
currently anticipate.
"We could downgrade Altra if leverage climbs above 5x for a
sustained period of time. This scenario envisions a sharp recession
in the U.S. and elsewhere that causes EBITDA margins to compress by
more than 300 basis points. Given we ascribe the odds of a domestic
recession at 15% or less, this downgrade scenario is unlikely in
the next year."
AMBOY GROUP: Oct. 2 Disclosure Statement Hearing Set
----------------------------------------------------
Judge Christine M. Gravelle of the U.S. Bankruptcy Court for the
District of New Jersey will convene a hearing on the adequacy of
the disclosure statement explaining Amboy Group LLC's plan of
liquidation on October 2, 2018 at 2:00 p.m. Objections are due by
Sept. 18.
A copy of the Disclosure Statement from PacerMonitor.com is
available at https://tinyurl.com/ybbo8ue9 at no charge.
About Amboy Group
Amboy Group LLC, d/b/a Tommy Moloney's, d/b/a Agnelli's Gourmet,
d/b/a Amboy Cold Storage, is a provider of food products and
temperature controlled warehouses. Its food processing and cold
storage facility serves as a manufacturer/distributor of authentic
Irish and Italian meat products in America. Amboy Group's facility
is USDA, FDA and SQF 2000 certified.
CLU Amboy, LLC, is the fee simple owner of a real property located
at 1 Amboy Avenue Woodbridge, NJ 07095 with an appraised value of
$13 million. CLU Amboy reported gross revenue of $624,444 in 2016
and gross revenue of $644,066 in 2015.
Amboy Group holds a 51% interest in an American entity known as
Parmacotta-Amboy NA, LLC that distributes Italian meats. The
remaining 49% is owned by an American entity known as Parmacotto
America. Parmacotto America is owned by Paramcotto sPa. Parmacotto
sPa has been subject to insolvency proceedings in Italy for
approximately two and half years, during which time, no revenue has
flowed from Parmacotto sPa to Amboy Group. Amboy Group's gross
revenue amounted to $10.01 million in 2016 and $6.26 million in
2015.
Amboy Group LLC and its affiliate CLU Amboy filed Chapter 11
petitions (Bankr. D.N.J. Case Nos. 17-31653 and 17-31647) on Oct.
25, 2017. At the time of filing, the Amboy Group reported $1.48
million in assets and $7.11 million in liabilities, while CLU Amboy
reported $13.34 million in assets and $10.78 million in
liabilities.
The Hon. Christine M. Gravelle presides over the case.
The Debtors tapped Anthony Sodono, III, Esq., and Sari Blair
Placona, Esq., of Trenk, DiPasquale, Della Fera & Sodono, P.C., as
bankruptcy counsel. The Debtors hired Reitler Kailas & Rosenblatt
LLC as special counsel, and Thomas A. Ferro, P.C., as their
accountant. The Debtors also tapped Sout Risius Ross Advisors,
LLC, and its affiliate Stout Risius Ross, LLC, as financial advisor
and investment banker.
AQUAMARINA II: Property Sale Proceeds to Pay All Allowed Claims
---------------------------------------------------------------
Aquamarina II, LLC, submits a disclosure statement in connection
with its plan of reorganization dated August 31, 2018.
The Debtor's goal since well before the Petition Date has been to
restore its record title to and legal interest in its Property, in
order to then effectuate the Sale of the Property and pay the
creditors of the Debtor's estate, with any surplus proceeds to be
distributed to the members of the Debtor. To this end, the Debtor
commenced the Adversary Proceeding by the filing of the Complaint
against The Gillen Living Trust and Chenonceaux Properties Corp.,
seeking, among other things, to set aside the Tax Deed so that the
Property and record title may be recovered and restored for the
benefit of the Debtor's estate. Upon successful adjudication or
other favorable disposition of the Adversary Proceeding, the Debtor
will seek Court approval for the Sale of the Property, by separate
motion. Given that the Property value is approximately $2 million,
the net proceeds upon the Sale will be sufficient to pay all
Allowed Claims in full on the Effective Date.
The Debtor has remained, or is owed and will collect funds from its
tenant in sufficient amount, and/or will otherwise be, in the
immediate future, current on its debt obligations subsequent to the
Petition Date.
On or after the Effective Date, the Debtor will cease to exist as a
limited liability company with the net surplus, if any, from the
Sale proceeds after the payment of all Allowed Claims, being
distributed to its Member Interests.
Class 3 under the plan consists of general unsecured, non-priority
claims of the Debtor’s estate. In the event that the Debtor
achieves a successful outcome or other favorable disposition in
connection with the Adversary Proceeding, and upon the Sale of the
Property, this class will be paid, in full, including post-petition
interest at the applicable Federal Judgment Interest Rate (such
rate in effect as of the Petition Date), upon the Effective Date.
The Claim in this class is in the approximate amount of $25,000.
Accordingly, Class 3 is unimpaired, and therefore, such claimant is
(a) not entitled to vote on the Plan, and (b) deemed to have
accepted the Plan.
The Plan provides an efficient and beneficial method for recovery
on all Claims. The Sale of the Property will enable the Debtor to
capably meet its obligations under the Plan. As a result of a
diligent and skilled marketing campaign and auction sale process,
the Property is expected to garner more than sufficient proceeds to
pay all creditors of the estate as set forth in the Plan and
herein. Therefore, the Debtor submits that the Plan will satisfy
the feasibility requirement for confirmation of the Plan.
A full-text copy of the Disclosure Statement is available for free
at:
http://bankrupt.com/misc/nyeb8-18-73825-30.pdf
About Aquamarina II LLC
Aquamarina II, LLC, is a limited liability corporation formed in
New York in May 2007. It owns a real property located at 55 Hudson
Avenue, Freeport, New York.
Aquamarina II sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. E.D.N.Y. Case No. 18-73825) on June 4, 2018. At the
time of the filing, the Debtor estimated assets of $1 million to
$10 million and liabilities of less than $500,000. Judge Robert E.
Grossman presides over the case.
ARIA ENERGY: Moody's Assigns B1 CFR & Alters Outlook to Positive
----------------------------------------------------------------
Moody's Investors Service changed Aria Energy Operating LLC's
rating outlook to positive from stable and affirmed the B1
Corporate Family Rating, the B1-PD Probability of Default Rating,
B1 Senior Secured Bank Credit Facility rating and SGL-2 Speculative
Grade Liquidity rating.
Outlook Actions:
Issuer: Aria Energy Operating LLC
Outlook, Changed To Positive From Stable
Affirmations:
Issuer: Aria Energy Operating LLC
Probability of Default Rating, Affirmed B1-PD
Speculative Grade Liquidity Rating, Affirmed SGL-2
Corporate Family Rating, Affirmed B1
Senior Secured Bank Credit Facilities, Affirmed B1 (LGD4)
RATINGS RATIONALE
"The positive outlook reflects its expectation that Aria will
sustain an improved financial profile following the resolution of
operational performance issues and as it focuses its business more
on Renewable Natural Gas (RNG) production than on electric
generation" stated Nana Hamilton, Analyst.
After successfully addressing operational issues due to an engine
bearing part failure that affected several of its projects and
weakened the company's financial profile in 2015 and 2016, Aria's
financial performance over the last twelve months has been strong,
largely driven by increased RNG production. As a result, financial
metrics have improved materially, including a ratio of cash flow
from operations before working capital (CFO pre-WC) to debt of
21.6% for the twelve months ended June 30, 2018 and 19.8% at the
end of 2017, compared with 9% at the end of 2016.
The significant improvement has been driven by the growing RNG
business, which now represents a majority of the company's revenues
following the expansion of the company's Seneca, NY RNG facility in
Q3 2016, strong performance at the SWACO facility in Ohio and
additional volumes from the recently acquired Canton, Michigan and
Shelby, Tennessee RNG facilities. Aria completed the acquisition of
a 50% interest in the Canton and Shelby plants in Q3 2017 as part
of a JV with BP Corporation North America, Inc. (BP, A2 positive),
the largest RNG trader in the US.
The company expects to continue to grow the contribution of the RNG
business as it develops and builds additional RNG sites. As part of
the JV with BP, Aria began construction of the Southeast OKC
project in Oklahoma in Q3 2017. Aria is also constructing the
Butler RNG project in Nebraska, which the company fully owns.
The increase in RNG production is credit positive as it has reduced
Aria's exposure to low power prices that resulted in low revenue
growth when electric generation was a larger driver of the
company's business. At the end of 2017, Aria's electric/gas
generation revenue mix was 35%/65%, respectively, compared with
54%/46% in 2016 and 82%/18% in 2014 when electric generation was by
far the largest source of revenues.
Revenue streams associated with the RNG business include the sale
of Renewable Identification Numbers or RINs to oil refiners and
importers, referred to as obligated parties. Obligated parties are
required to blend renewable fuel into transportation fuel or
purchase RINS to meet their Renewable Volume Obligation (RVO) under
the Renewable Fuel Standards (RFS) established as part of the
Energy Policy Act of 2005. Aria's RNG production qualifies for D-3
categorization -- Cellulosic Biofuel - which is one of the most
attractive to the biofuel industry and which clears at a higher
price than other categories.
These positive developments for Aria are tempered by the execution
risk associated with its growth plan, the lack of a long track
record of consistent financial performance and Aria's small scale
relative to its peers. For the electric business, although electric
generation now constitutes less of Aria's business, power prices
are expected to remain low, presenting little potential upside to
Aria's electric revenue and cash flow over the next 12 to 18
months.
Aria has a wholly owned unrestricted subsidiary, LES Project
Holdings LLC (LESPH, not rated), whose operations are primarily
electric, with 14 operating assets. LESPH is currently financed
with a $104mm term loan that is non-recourse to Aria. As a result
of a poor financial performance due to low power prices, LESPH has
been in a financial ratio covenant default each quarter since 3Q
2015 when it missed the 1.1x debt service coverage ratio required
in its loan agreement and had payment defaults in Q1 and Q2 2018.
Although Moody's analyzes Aria's financial ratios with and without
LESPH, Moody's does not view the LESPH default as negatively
impacting Aria's credit given that LESPH is an unrestricted
subsidiary and that the LESPH loan is non-recourse to Aria. Aria is
currently in negotiations with LESPH's lenders to resolve the
default at LESPH.
Rating Outlook
The positive outlook incorporates improving overall credit quality
and its expectation for a more consistent operating performance of
its fleet. The positive outlook also incorporates the expected
continued upside from its Renewable Natural Gas business. As a
result, Aria's key credit metrics should be sustained at higher
levels, including a ratio of cash flow to debt in the high teens to
low twenty percent range over the next 12 to 18 months. Finally,
the outlook reflects the legal and credit separateness that have
been established between Aria and its non-recourse subsidiary,
LESPH.
Factors that Could Lead to an Upgrade
A rating upgrade could be considered if Aria continues to
successfully execute its renewable natural gas expansion plan while
improving its financial profile such that cash flow from operations
before changes in working capital (CFO pre-WC) to debt is
maintained above 20%. An upgrade would also be predicated on Aria
maintaining prudent financial policies including shareholder
distributions that do not compromise the financial stability of the
company.
Factors that Could Lead to a Downgrade
A rating downgrade is possible if Aria's financial health is
negatively impacted by poor execution of its renewable natural gas
expansion plan or if developments in the RIN market result in
significantly lower than expected pricing that depresses revenues
and cash flows. Aria's rating could also be downgraded if there is
a deterioration in its operational performance that strains its
financial flexibility. If CFO pre-WC to debt falls below the
mid-teens or if Aria's financial position is weakened by aggressive
shareholder distributions, a rating downgrade could be considered.
The rating could also be downgraded if there is contagion risks
associated with its LESPH subsidiary.
Aria is one of the largest landfill gas (LFG) companies in the U.S.
Aria owns and operates 41 LFG projects across 16 states. Aria
captures the landfill gas to either generate electricity or produce
renewable natural gas, and sells the output and associated
renewable attributes. Aria also derives revenue from operating and
maintaining landfill gas projects owned by third parties and the
construction of power projects. Aria has approximately 179 MW of
net capacity for power generation, 18,090 MMBtu/day for renewable
natural gas production and 44 MW in Operations and Maintenance
(O&M) projects. Aria is a subsidiary of Aria Energy LLC, which is
owned by certain private equity funds managed by Ares EIF
Management, LLC.
The principal methodology used in these ratings was Unregulated
Utilities and Unregulated Power Companies published in May 2017.
ARQUIDIOCESIS DE SAN JUAN: Taps RSM ROC & Company as Accountant
---------------------------------------------------------------
Arquidiocesis de San Juan de Puerto Rico seeks authority from the
U.S. Bankruptcy Court for the District of Puerto Rico (Old San
Juan) to hire Doris Barroso Vicens, CPA, as accountant.
Ms. Vicens will:
(a) prepare or review required monthly operating reports and
reports pursuant to Rule 2015-3 of the Federal Rule of Bankruptcy
Procedure;
(b) reconcile proofs of claim;
(c) prepare or review the Debtor's projections;
(d) analyze profitability of the Debtor's operations;
(e) assist in the development or review of a plan of
reorganization or disclosure statements;
(f) consult on strategic alternatives and develop business plan;
and
(g) perform any other consulting or expert witness services.
The Debtor intends to pay RSM ROC based on the firm's hourly
rates:
Partner $200 to $300
Managers $145 to $185
Seniors $75 to $90
Staff $65 to $75
Ms. Vicens' current hourly rate is $235.
Doris Barroso Vicens, CPA, a partner at RSM ROC & Company, assures
the Court that she is a disinterested person within the meaning of
11 U.S.C. 101(14).
Doris Barroso Vicens, CPA
RSM ROC & Company
Reparto Loyola
1000 San Roberto St.
San Juan, PR 00926
Tel: 787-751-6164
Fax: 787-759-7479
About Arquidiocesis de San Juan de Puerto Rico
Arquidiocesis de San Juan de Puerto Rico -- http://www.arqsj.org/
-- is an unincorporated religious association in San Juan, Puerto
Rico.
Arquidiocesis de San Juan de Puerto Rico, a/k/a Iglesia Catolica
Apostolica Y Romana, Arquidiocesis De San Juan De Puerto Rico,
filed a petition for relief under Chapter 11 of the Bankruptcy Code
(Bankr. D.P.R. Case No. 18-04911) on Aug. 29, 2018. In the
petition signed by Father Alberto Arturo Figueroa Morales, vicar
general, the Debtor estimated $10 million to $50 million in assets
and liabilities. Carmen D. Conde Torres, Esq., at C. CONDE &
ASSOC., is the Debtor's counsel.
AYTU BIOSCIENCE: Will Sell Class A Units and Class B Units
----------------------------------------------------------
Aytu Bioscience, Inc., has filed with the Securities and Exchange
Commission a Form S-1 registration statement in connection with a
proposed offering of Class A Units, with each Class A Unit
consisting of one share of common stock, par value $0.0001 per
share and a warrant to purchase one half of one share of its common
stock.
The Company is also offering to those purchasers whose purchase of
Class A Units in this offering would result in the purchaser,
together with its affiliates and certain related parties,
beneficially owning more than 4.99% (or, at the election of the
purchaser, 9.99%) of the Company's outstanding common stock
following the consummation of this offering, the opportunity to
purchase, if they so choose, in lieu of the number of Class A Units
that would result in ownership in excess of 4.99% (or, at the
election of the purchaser, 9.99%), Class B Units. Each Class B
Unit consists of one share of Series C Preferred Stock, par value
$0.0001 per share, convertible into one share of common stock and a
warrant to purchase one half of one share of common stock.
The Class A Units and Class B Units have no stand-alone rights and
will not be certificated or issued as stand-alone securities. The
shares of common stock, Series C Preferred Stock and warrants
comprising such units are immediately separable and will be issued
separately in this offering. The underwriters have the option to
purchase additional shares of common stock and/or warrants to
purchase shares of common stock solely to cover over-allotments, if
any, at the price to the public less the underwriting discounts and
commissions. The over-allotment option may be used to purchase
shares of common stock, or warrants, or any combination thereof, as
determined by the underwriters, but those purchases cannot exceed
an aggregate of 15% of the number of shares of common stock
(including the number of shares of common stock issuable upon
conversion of shares of Series C Preferred Stock) and warrants sold
in the primary offering. The over-allotment option is exercisable
for 45 days from the date of this prospectus.
The Company's common stock is listed on the NASDAQ Capital Market
under the symbol "AYTU." On Sept. 6, 2018, the last reported sale
price of the Company's common stock on the NASDAQ Capital Market
was $3.99.
A full-text copy of the preliminary prospectus is available at:
https://is.gd/bgc714
About Aytu BioScience
Englewood, Colorado-based Aytu BioScience, Inc. (OTCMKTS:AYTU) --
http://www.aytubio.com/-- is a commercial-stage specialty
healthcare company concentrating on developing and commercializing
products with an initial focus on urological diseases and
conditions. Aytu is currently focused on addressing significant
medical needs in the areas of urological cancers, hypogonadism,
urinary tract infections, male infertility, and sexual
dysfunction.
Aytu Bioscience reported a net loss of $10.18 million for the year
ended June 30, 2018, compared to a net loss of $22.50 million for
the year ended June 30, 2017. As of June 30, 2018, Aytu Bioscience
had $21.06 million in total assets, $7.63 million in total
liabilities and $13.42 million in total stockholders' equity.
EKS&H LLLP, in Denver, Colorado, the Company's auditor since 2015,
issued a "going concern" qualification in its report on the
consolidated financial statements for the year ended June 30, 2018,
citing that the Company has suffered recurring losses from
operations and has an accumulated deficit that raise substantial
doubt about its ability to continue as a going concern.
Aytu BioScience received on April 9, 2018 a letter from The Nasdaq
Stock Market LLC indicating that the Company has failed to comply
with the minimum bid price requirement of Nasdaq Listing Rule
5550(a)(2). Nasdaq Listing Rule 5550(a)(2) requires that companies
listed on the Nasdaq Capital Market maintain a minimum closing bid
price of at least $1.00 per share.
AZURE MIDSTREAM: Moody's Withdraws Caa2 CFR & Term Loan Rating
--------------------------------------------------------------
Moody's Investors Service has withdrawn all assigned ratings for
Azure Midstream Energy LLC, including the Caa2 Corporate Family
Rating, following the repayment of its rated debt.
Issuer: Azure Midstream Energy LLC Ratings Withdrawn:
Outlook Actions:
Issuer: Azure Midstream Energy LLC
Outlook, Changed To Rating Withdrawn From Negative
Withdrawals:
Issuer: Azure Midstream Energy LLC
Probability of Default Rating, Withdrawn, previously rated Caa2-PD
Corporate Family Rating, Withdrawn, previously rated Caa2
Senior Secured Term Loan B, Withdrawn, previously rated Caa2 (LGD4)
RATINGS RATIONALE
The company announced that it had repaid its Term Loan B in its
entirety effective August 31, 2018.
Azure Energy LLC is a Dallas, Texas-based private midstream
partnership engaged in natural gas gathering, compression,
treating, processing, transportation and marketing in the
Haynesville Shale.
BELK INC: Bank Debt Trades at 13% Off
-------------------------------------
Participations in a syndicated loan under which BELK Incorporated
is a borrower traded in the secondary market at 86.90
cents-on-the-dollar during the week ended Friday, August 31, 2018,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 3.08 percentage points from the
previous week. BELK Incorporated pays 475 basis points above LIBOR
to borrow under the $1.5 billion facility. The bank loan matures on
December 10, 2022. Moody's rates the loan 'B2' and Standard &
Poor's gave a 'B-' rating to the loan. The loan is one of the
biggest gainers and losers among 247 widely quoted syndicated loans
with five or more bids in secondary trading for the week ended
Friday, August 31.
BIOAMBER INC: CCAA Stay Period Extended Until September 18
----------------------------------------------------------
BioAmber Inc. on Aug. 31, 2018, announced that following a Court
order issued on Aug. 28., the stay period ordered by the Court in
connection with its restructuring process under the terms of the
Companies' Creditors Arrangement Act has been extended until Sept.
18 in order to give enough time to the Company, along with its
monitor PricewaterhouseCoopers ("PWC"), to carry out the recently
initiated liquidation process.
As a result of the liquidation process, all of the directors and
officers of the Company and its subsidiaries have resigned, leaving
PWC to oversee the process in its role as monitor, under the
supervision of the Court.
There can be no guarantee that the Company will be successful in
securing an acceptable offer in connection with the liquidation of
its assets. Moreover, if an acceptable offer is received, the
liquidation of the Company's assets will almost certainly result in
no residual value for non-secured creditors and equity investors.
About BioAmber
BioAmber (BIOAQ) -- http://www.bio-amber.com/-- is a renewable
materials company. Its innovative technology platform combines
biotechnology and catalysis to convert renewable feedstock into
building block materials that are used in a wide variety of
everyday products including plastics, paints, textiles, food
additives and personal care products.
BOUNTIFUL BLESSINGS: Taps Phoenix Law Group as Legal Counsel
------------------------------------------------------------
Bountiful Blessings Worship Center, Inc., seeks approval from the
U.S. Bankruptcy Court for the District of Maryland to hire Phoenix
Law Group, LLC, as its legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; assist in the preparation of a bankruptcy plan;
and provide other legal services related to its Chapter 11 case.
Phoenix received an initial retainer of $1,500 from the Debtor.
Justin Schnitzer, Esq., the attorney who will be handling the case,
disclosed in a court filing that he does not hold any interest
adverse to creditors of the Debtor or any "party in interest."
The firm can be reached through:
Justin R. Schnitzer, Esq.
Phoenix Law Group, LLC
1212 Reisterstown Road
Pikesville, MD, 21208
Phone: (443) 499-2757
About Bountiful Blessings Worship Center
Bountiful Blessings Worship Center, Inc., sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 18-21505)
on August 30, 2018. At the time of the filing, the Debtor
estimated assets of less than $500,000 and liabilities of less than
$500,000. Judge David E. Rice presides over the case. Phoenix Law
Group, LLC, is the Debtor's legal counsel.
CCS-CMGC HOLDINGS: S&P Assigns 'B-' ICR, Outlook Stable
-------------------------------------------------------
S&P Global Ratings assigned its 'B-' issuer credit rating to
Nashville-based CCS-CMGC Holdings Inc. The outlook is stable.
S&P said, "At the same time, we assigned our 'B-' issue-level
rating and '3' recovery rating to CCS-CMGC's proposed first-lien
credit facility, which consists of a $500 million first-lien term
loan and $65 million revolver. The '3' recovery rating indicates
our expectation for meaningful (50%-70%; rounded estimate: 55%)
recovery in the event of default payment. We also assigned our
'CCC' issue rating and '6' recovery rating to its proposed $110
million second-lien term loan. The '6' recovery rating reflects our
expectation for negligible (0% to 10%; rounded estimate: 0%)
recovery in the event of a payment default."
The ratings on CCS-CMGC reflect the company's narrow focus in the
highly fragmented correctional health care industry, very thin
profitability, with EBITDA margins in the mid-single-digit range,
and some exposure to capitation risk. The rating also incorporates
the company's moderate scale (with about $1.6 billion of revenues
estimated in 2019), solid share of the market for outsourced health
care services in correctional facilities, and relatively
predictable revenue stream helped by good customer diversification
and long-term contracts with a track record of high contract
retention rates.
The stable outlook reflects S&P's expectation for mid-single-digit
revenue growth, modest EBITDA margin expansion, and steady reported
discretionary cash flow generation of about $20 million starting in
2019, and that leverage will remain elevated above 8x over the next
two years.
CHENIERE ENERGY: Fitch Assigns BB Sr. Unsec. Rating, Outlook Stable
-------------------------------------------------------------------
Fitch Ratings has assigned a 'BB'/'RR4' senior unsecured rating to
Cheniere Energy Partners, L.P. proposed issuance of senior
unsecured notes due 2026. Additionally, Fitch has affirmed CQP's
'BB' Long-Term Issuer Default Rating and existing senior secured
notes at 'BB'. Proceeds from the new notes are expected to prepay
all of the outstanding term loans of approximately $1.1 billion
under its senior secured credit facilities due 2020. After applying
the proceeds from this offering, only a $115 million working
capital facility, which is currently undrawn, will remain as part
of the CQP credit facilities, and both the CQP 2026 notes and
Cheniere Partners' outstanding senior notes due 2025 will become
unsecured. Following the issuance of the notes, Fitch has also
revised the recovery rating (RR) on the senior secured 2025 notes
to 'RR4' from 'RR3' to reflect expectations for average recovery
given the loss of security consistent with Fitch criteria. The
Rating Outlook is Stable.
The affirmation reflects CQP's cash flow growth and stability,
which is supported by the pass-through of fixed and variable costs
of liquefied natural gas (LNG) to its contractually obligated
offtakers, high degree of structural subordination to project-level
debt, declining project completion risk, investment-grade
counterparties, and structural complexity.
KEY RATING DRIVERS
Structural Subordination: CQP is structurally subordinate to $13.6
billion in Sabine Pass Liquefaction, LLC non-recourse project debt
whose proceeds were used to fund the construction and development
of Trains 1 through 5. The elevated levels of project debt restrict
the payment of distributions up to the holdco level, subject to
ensuring a debt service coverage ratio of 1.25x is maintained on
expected contracted EBITDA. As project debt maturities begin in the
2020's, refinancing at the project level will require full
amortization of principal, which will reduce cash distributions to
CQP. As a result, Cheniere has planned to migrate a portion of its
project debt up to the corporate level to push out project level
amortizations until the late 2020's, which will provide runway for
any potential need to finance Train 6, as well as, further planned
optimization of the capital structure.
Long-Term Contracted Cash Flows at SPL: Cash flows from customers
of SPL are structured within Sale & Purchase Agreements (SPA's)
that have both fixed and variable components. While no offtaker
(except GAIL (BBB-/Stable)) is obligated to lift volumes from SPL,
each pay a fixed capacity fee of $3.00/MMBtu (or $2.25/MMBtu for
BG, and $2.49/MMBtu for GNF) to compensate for the fixed costs
associated with transporting feedgas, and any O&M from producing
the LNG, in addition to a variable fee for any LNG volumes
delivered equal to 115% of current Henry Hub prices. In aggregate,
the fixed component alone equates to $2.9 billion in guaranteed
revenues to the liquefaction project. Fitch believes this contract
structure provides security by effectively passing through natural
gas prices, while still retaining a minimum upside in the form of
the fixed capacity payments, and results in adequate coverage of
both the SPL project level debt and CQP's debt obligations.
Tolling Agreements at SPLNG, Fixed Capacity Fees at CTPL: Under its
Tolling Use Agreements (TUA's), Sabine Pass LNG, L.P. (SPLNG),
which owns two marine berths for loading and unloading LNG onto
tankers, regasification capacity of 4 bcf/d, and storage capacity
of 16.9 bcfe, receives $250 million from SPL per year for use of
its berths and regasification, which is subject to increase as
trains come on stream and cargo loading operations ramp up, as well
as $125 milllion per year for a period of 20 years from both Total
and Chevron for use of 1 bcf/d each of regasification capacity for
importation of LNG. Additionally, SPL currently pays Creole Trail
Pipeline L.P. (CTPL) approximately $81 million per annum under its
fixed capacity reservation contract. Only CTPL and SPLNG are
guarantors for holdco-level debt. However, an appreciable share of
the liquefaction project's earnings is funnelled through these
TUA's and capacity fees, bolstering CQP's credit profile. As these
payments to CTPL and SPLNG are operating costs for SPL, they are
senior to any debt service at the project level, indicating
serviceability of debt even without support from the liquefaction
project.
Structural Complexity: In addition to the TUA's and contracts
between SPL, CTPL, and SPLNG, CQP is engaged in a number of
related-party transactions and contracts with other entities in the
Cheniere family corporate structure. Cheniere Marketing LLC (CMI)
has its own contract to purchase at its own option any LNG produced
in excess of the amount required for the fully contracted
customers, to be marketed on a short-term basis. While there are
weak legal ties between the obligations of CQP and its project
subsidiary SPL, operational linkages are much stronger, as SPL
could not operate without the use of the SPLNG storage, regas, and
loading facilities owned by the subsidiary. SPL can source gas
along alternative pipelines to CTPL, but it relies on a variety of
feedgas transported along a variety of pipelines to ensure supply
diversity and meet "peak day" requirements. Additionally, other
subsidiaries of the ultimate parent, Cheniere Energy, Inc. (CEI),
provide O&M services and management services agreements (MSA's) via
operating subsidiaries that are also owned by CEI. These
relationships increase the operational linkages between CEI and CQP
beyond the roughly 50% LP interest retained in CQP, as CQP and its
subsidiaries are reliant on these O&M and MSA contracts to maintain
normal operations. While Fitch's ratings consider that CQP is
structured to be bankruptcy-remote from SPL, and would also be
likely bankruptcy-remote from the ultimate parent CEI, the
complexity can create competing incentives for cash usage. The
company has taken steps to alleviate this complexity in 2018 by
offering to buy out shareholders that own units of an intermediate
master limited partnership (MLP) holdco above CQP. Fitch believes
that current investor sentiment toward complex organizational
structures and incentive distribution rights for MLP's and
Midstream Energy issuers could prompt further structural
simplification within the Cheniere corporate family.
Completion Risk: While construction on Trains 1-4 has been
completed, additional trains at SPL remain under construction. Thus
far, construction has proceeded on schedule and under budget. The
engineering, procurement, and construction (EPC) contractor Bechtel
is bound to CQP on a turnkey, lump-sum basis and bears all cost
overrun risk. Bechtel is subject to liquidated damages if
construction is not completed on time by the guaranteed dates.
These obligations are backed by a 10% letter of credit and a parent
guarantee from Bechtel Global Energy, the parent entity. Train 4
completed its construction and commissioning process in late 2017.
Train 5 is 96.4% complete, with an anticipated completion date in
1Q19. Completion risk on Train 5 is considered to be ongoing until
2019, and may continue if FID is made on the construction of Train
6.
High Quality Counterparties: SPL's long term, fully contracted
counterparties for its SPA's (which comprise BG
Energy/AA-/Negative, Gas Natural SDG/BBB/Stable, Korea
Gas/AA-/Stable, GAIL (India) Ltd/BBB-/Stable, Total/AA-/Stable, and
Centrica/NR) all retain strong financial and investment grade
credit profiles. Contract structures ensure flexibility in lifting
volumes from the project, while simultaneously protecting CQP
against downside risk by imposing a fixed capacity fee that is paid
regardless of volumes actually delivered to offtakers. While less
stringent than a traditional take-or-pay contract structure, CQP
has achieved good utilization on Trains 1-4, and Fitch expects
nearly strong utilization of Train 5 at SPL as the project is
completed. SPLNG's counterparties for its external TUA's are also
investment-grade (Chevron/AA-/Negative, Total/AA-/Stable). The high
credit quality of CQP's counterparties at both SPL and SPLNG, and
additionally the seller-friendly nature of the sales and purchase
agreements with the counterparties, enhances the credit profile.
Short-term Upside from Marketing: Excess capacity not lifted by the
long-term offtakers can be marketed to uncontracted customers on a
short-term basis through a contract with another Cheniere entity,
Cheniere Marketing LLC (CMI). This contract is on the same terms as
the long-term offtaker contracts, except with no guaranteed fixed
portion of revenue. CQP's recent earnings have seen tremendous
upside from these merchant LNG sales, with the company upsizing its
distribution guidance for 2018. The state of the global LNG market
is still quite volatile, but Fitch expects that the tailwinds from
increased global demand, especially from China, will continue over
the short term and continue to uplift earnings and create a more
stable short-term credit profile. Concerns over a trade war with
China and tariffs on U.S.-sourced LNG may halt this uplift
abruptly, but even with a tariff, the company has expressed
confidence it would be able to place its volumes in the global
market. Fitch anticipates that marketing contributions will
materially uplift earnings until 2020, when more U.S. liquefaction
capacity comes online and competition tightens.
DERIVATION SUMMARY
CQP is a MLP with an LNG import-export facility and a FERC
regulated interstate natural gas pipeline operating subsidiary.
CQP's consolidated operations are supported by long-term
take-or-pay contracts for import, export, and pipeline capacity. As
such, CQP's contract tenor, earnings, and cash flow stability
profile compares favourably to higher rated midstream energy peers,
such as Boardwalk Pipeline Partners LP (BWP: BBB-/Stable). CQP is
structurally subordinate to a significant amount of operating
subsidiary level debt, which has become less common in the
midstream space over the past year. As a result, CQP has few
comparable peers on this basis and in addition is differentiated
since its main asset is its stake in a non-recourse project
subsidiary.
Fitch notes that SPL's contracts are of much more substantial
duration than any of its midstream peers, in addition to being
partially fee-based with a significant upside component. On that
basis, Fitch considers CQP's business risk profile to be similar to
a company with full take-or-pay contracts. While contract style is
not similar, Hess Infrastructure Partners' (BB/Negative) contracts
with its sponsor provide it with certainty and visibility into its
future earnings similar to CQP.
CQP's consolidated leverage levels are high relative to Fitch's
rated midstream coverage, with 2017 consolidated debt to EBITDA of
10.9x versus Fitch's expectations of leverage of 'BB' midstream
issuers in the 5.0x-5.5x range. Standalone leverage at CQP
(excluding SPL non-recourse debt) is much more reasonable, with
year-end 2017 leverage below 5.0x. CQP's cash flows are primarily
derived from its operations at SPL and Fitch's ratings consider the
structural subordination that CQP debt has to SPL's high levels of
project level financing.
KEY ASSUMPTIONS
Fitch's Key Assumptions Within Its Rating Case for the Issuer
-- Construction of Train 5 at SPL completes on schedule,
consistent with management expectations and the most recent
construction updates.
-- TUA payments to SPLNG from 3rd parties remain stable until
contract expiration in 2029.
-- FID on Train 6 is reached with a similar contract to prior
trains, and construction as well as associated spending commences
in 2020 with funding structure of 50-50 debt-to-equity.
-- Utilization of SPL trains by offtakers is 90%-95% of annual
contract quantity by foundation offtakers, no CMI revenues are
assumed in the rating case, and upstream distributions to CQP
remain stable.
RATING SENSITIVITIES
Developments That May, Individually or Collectively, Lead to
Positive Rating Action
-- CQP keeps long-term parent-only leverage at or below 4.0x on a
sustained basis and consolidated total adjusted debt to EBITDAR
leverage at or below 6.0x, which would allow the company to receive
a rating closer to SPL's rating, though still likely notched below.
-- Positive ratings action at SPL.
Developments That May, Individually or Collectively, Lead to
Negative Rating Action
-- Any construction or operating delays at SPL that delay or
deteriorate cash flows.
-- New debt at SPLNG or CTPL.
-- Negative ratings actions at SPA Counterparties to below
investment grade.
-- Negative ratings action at SPL.
-- Parent-only leverage at or above 6.0x in 2020 and beyond
following the completion of SPL's contracted Trains 1-5 and
commencement of SPL's full run rate contracted cash flows.
LIQUIDITY
Liquidity is adequate. SPL maintains a revolving credit facility
due in 2020 that it uses primarily to fund working capital needs
related to construction of the facility's trains. CQP has a
revolver that will mature in 2020, a $115 million general purpose
and working capital revolver that can be used to fund distributions
and for general corporate purposes. The $125 million debt service
revolver will terminate upon repayment in full of the term loans.
The $115 million general purpose revolver will remain outstanding
but undrawn post-transaction. In addition, CQP and its subsidiaries
have large cash accounts, with amounts held at the SPL project
considered restricted. These amounts are available to CQP as long
as 12-month forward and historical DSCR covenant of 1.25x is
maintained. Fitch anticipates that distributions to CQP will not
only remain available but grow as Train 5 comes online. If the
company takes FID on Train 6, the financing structure of the new
train of 50% debt and 50% equity may constrain distribution growth
on a short-term basis as a larger amount of cash is held at the
project to fund construction.
FULL LIST OF RATING ACTIONS
Fitch has affirmed the following ratings:
Cheniere Energy Partners, L.P.
-- Long-Term IDR at 'BB';
-- Senior secured bonds at 'BB' (these bonds convert to an
unsecured rating post-transaction. The Recovery Rating has been
revised to 'RR4' from 'RR3' to reflect the fall away of security).
Fitch has assigned the following ratings:
Cheniere Energy Partners, L.P.
-- Senior unsecured notes due 2026 'BB'/'RR4'.
CHENIERE ENERGY: Moody's Affirms Ba2 CFR & $1.5MM Sec. Notes Rating
-------------------------------------------------------------------
Moody's Investors Service affirmed the Ba2 Corporate Family Rating,
Ba2-PD Probability of Default Rating and the Ba2 rating assigned to
Cheniere Energy Partners, LP's $1.5 billion 5.25% senior secured
notes due 2025. Separately, Moody's assigned a Ba2 rating to CQP's
proposed $1.1 billion note offering. CQP's rating outlook is
stable.
Proceeds from the proposed note offering will be used to repay a
similar amount outstanding under the company's senior secured term
loan, which will be terminated at financial close. Additionally,
repayment of the senior secured term loan will trigger the fall
away lien provision in the bond indenture causing the senior
secured notes due 2025 to become senior unsecured debt obligations
ranking pari-passu with the proposed $1.1 billion notes
(collectively, the senior notes). At that point, the senior notes
will be subordinate to CQP's $115 million senior secured working
capital facility.
Assignments:
Issuer: Cheniere Energy Partners, L.P.
Senior Secured Regular Bond/Debenture, Assigned Ba2 (LGD4)
Outlook Actions:
Issuer: Cheniere Energy Partners, L.P.
Outlook, Remains Stable
Affirmations:
Issuer: Cheniere Energy Partners, L.P.
Probability of Default Rating, Affirmed Ba2-PD
Corporate Family Rating, Affirmed Ba2
Senior Secured Regular Bond/Debenture, Affirmed Ba2 (LGD4)
RATINGS RATIONALE
The Ba2 ratings reflects the predictability and recurring nature of
anticipated long-dated cash flow from CQP's wholly-owned operating
subsidiaries: Cheniere Creole Trail Pipeline, L.P. (CTPL: not
rated) and Sabine Pass LNG, L.P. (SPLNG: not rated) and
distributions from Sabine Pass Liquefaction LLC (SPL: Baa3,
stable). Cash flow and distributions from these operating
subsidiaries are CQP's primary source of cash flow and debt
repayment.
The ratings are tempered at the Ba2 rating by CQP's structurally
subordinated position to SPL's highly leveraged capital structure
(approximately $14 billion of funded debt) that is forecasted to
remain in excess of 6 times on a consolidated Debt-to-EBITDA basis
through at least 2025, as well as the substantial amount of
distributions paid annually to CQP shareholders, which approximates
$1.1 billion, of which about 50% stays within the Cheniere Energy,
Inc. (LNG: not rated) family.
CQP's operating subsidiaries provide fairly low-risk services under
long-term take-or-pay contracts with creditworthy counterparties, a
critical rating factor. CTPL provides natural gas pipeline
transportation services to SPL through 2038, earning annual revenue
of approximately $82 million. SPLNG provides LNG regasification
services to subsidiaries of Chevron Corporation (Chevron: Aa2,
stable) and Total S.A. (Total: Aa3, positive) until 2029 and
storage and berthing services to SPL until 2036. Its revenue is
expected to exceed $500 million annually. CTPL and SPLNG are
unlevered and cash flow from these entities are expected to provide
debt service coverage of CQP's interest obligations in excess of
2.0 times through at least 2020.
Additionally, the ratings benefit from the significant
distributions from SPL, a five train liquefaction facility whose
capacity is approximately 88% contracted with investment grade
counterparties, which provide CQP with additional debt repayment
cushion through annual distributions. While SPL's various financing
documentation contain conditionality for it to make distributions
to CQP, the requirements are not anticipated to limit SPL's ability
to make such distributions.
SPL has achieved substantial completion and commenced operating
activities at Trains 1-4, has reached first commercial delivery
under four separate 20-year service agreements and exported more
than 400 LNG cargoes. Substantial completion of train 5 is
currently anticipated in the first quarter of 2019.
The senior notes are guaranteed by all of CQP's existing and
subsequent subsidiaries with the exception of SPL and Sabine Pass
LNG -- LLP, LLC (SPL's member).
While CQP's senior notes will be unsecured obligations, CQP's
indenture allows for the issuance of secured debt on a prospective
basis, but include protection for the senior notes should secured
CQP debt exceed $1.5 billion or 10% of net tangible assets . To the
extent that CQP utilizes a meaningful portion (35-40% ) of this
basket with incremental secured debt and the current level of the
CQP senior notes remain unchanged at $2.6 billion, the Ba2 rating
assigned to the senior notes may negatively be impacted owing to
the increased level of secured debt within the CQP corporate
family. Moody's does understand that CQP intends to migrate
$2.0-$3.0 billion of debt from SPL to CQP on a unsecured basis as
early as the 2020's.
Rating Outlook
The stable outlook is supported by an assumption that SPL's Train 5
achieves completion on time and budget and that plant operations at
CTPL, SPLNG and SPL remain strong.
What could cause the rating to go -- Up
An upgrade would likely be triggered by an upgrade of SPL's senior
secured debt. An upgrade at SPL is unlikely over the near-term
absent a significant reduction in the project's outstanding debt
levels.
What could cause the rating to go -- Down
CQP's rating could be pressured should operating or financial
performance at any of its operating subsidiaries not meet
expectation, should construction issues surface at Train 5 leading
to a negative rating action at SPL or should SPL experience sustain
operating or fuel procurement challenges negatively impairing
financial results or liquidity for SPL or CQP.
Moody's evaluates CQP's financial performance relative to the
Global Midstream Energy methodology.
CQP is a publicly traded master limited partnership owned by LNG,
The Blackstone Group L.P. and public shareholders.
CHENIERE ENERGY: S&P Assigns 'BB' Rating on $1.1BB Unsecured Notes
------------------------------------------------------------------
S&P Global Ratings assigned its 'BB' issue-level rating to Cheniere
Energy Partners L.P.'s (CQP) $1.1 billion senior unsecured note
issuance. The recovery rating is '3', meaning bondholders can
expect meaningful (50%-70%; rounded estimate 60%) recovery in a
default scenario. At the same time, S&P Global Ratings assigned its
'BBB-' issue-level rating to CQP's $115 million senior secured
revolving facility. The recovery rating is '1', meaning debtholders
can expect very high (80%-100%; rounded estimate 95%) recovery. S&P
Global Ratings also affirmed its 'BB' long-term issuer credit
rating on the company. The outlook is stable.
CQP is issuing the $1.1 billion, eight-year bullet senior unsecured
notes, the proceeds of which will pay down a similar amount on the
existing credit facility due 2020. With this issuance, only the
$115 million revolving credit facility will remain under the
company's original bank facility.
S&P said, "The stable outlook reflects our view of the consistent
cash flow from subsidiaries SPL and Cheniere Creole Trail Pipeline
L.P. and the receipt of substantial annual distributions from SPL,
with the first four trains having achieved operations. This will be
augmented in 2019 with train 5 starting commercial operations.
"Factors that could lead to a downgrade would be our assessment of
the financial risk profile falling to significant from
intermediate. This would generally require that EBITDA would
decline materially from our expectations in 2020 such that debt to
EBITDA goes to and stays above 3x. We believe this is unlikely
given the highly contracted nature of cash flows from CQP's
subsidiaries.
"An upgrade would require an improvement in the business risk
profile or material deleveraging--both of which we think unlikely
in the outlook period, especially in light of the company's stated
goal of increasing leverage as SPL debt comes due. For an upgrade,
adjusted weighted-average debt-to EBITDA would need to fall below
2x."
CHINA COMMERCIAL: Fails to Comply with Nasdaq's Bid Price Rule
--------------------------------------------------------------
China Commercial Credit, Inc., received on Sept. 5, 2018, a
notification letter from the Nasdaq Listing Qualifications Staff of
The NASDAQ Stock Market LLC notifying the Company that the minimum
bid price per share for its common shares has been below $1.00 for
a period of 30 consecutive business days and the Company therefore
no longer meets the minimum bid price requirements set forth in
Nasdaq Listing Rule 5550(a)(2).
The notification received has no immediate effect on the listing of
the Company's common stock on Nasdaq. Under the Nasdaq Listing
Rules, the Company has until March 4, 2019 to regain compliance. If
at any time during such 180-day period the closing bid price of the
Company's common shares is at least $1 for a minimum of 10
consecutive business days, Nasdaq will provide the Company written
confirmation of compliance.
If the Company does not regain compliance during such 180-day
period, the Company may be eligible for an additional 180 calendar
days, provided that the Company meets the continued listing
requirement for market value of publicly held shares and all other
initial listing standards for Nasdaq except for Nasdaq Listing Rule
5550(a)(2), and provide a written notice of its intention to cure
this deficiency during the second compliance period, by effecting a
reverse stock split, if necessary.
About China Commercial Credit
Founded in 2008, China Commercial Credit --
http://www.chinacommercialcredit.com/-- currently engages in used
luxurious car leasing. The used luxurious car business is
conducted under the brand name "Batcar" by the Company's VIE
entity, Beijing Youjiao Technology Limited.
China Commercial incurred a net loss of US$10.69 million for the
year ended Dec. 31, 2017, compared to a net loss of US$2.58 million
for the ended Dec. 31, 2016. As of June 30, 2018, China Commercial
had US$4.14 million in total assets, US$15,246 in total liabilities
and US$4.13 million in total shareholders' equity.
The report from the Company's independent accounting firm Marcum
Bernstein & Pinchuk LLP on the consolidated financial statements
for the year ended Dec. 31, 2017, includes an explanatory paragraph
stating that the Company has incurred significant losses and needs
to raise additional funds to meet its obligations and sustain its
operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
CLAIRE'S STORES: Proceeds from New Money Investment to Fund Plan
----------------------------------------------------------------
Claire's Stores Inc. and its affiliates filed with the U.S.
Bankruptcy Court for the District of Delaware a modified second
amended joint chapter 11 plan dated August 31, 2018.
Class 12 under the latest plan consists of all General Unsecured
Claims against each Debtor other than Claire's Parent. Each Holder
of an Allowed General Unsecured Claim against any Debtor other than
Claire's Parent will receive on the Effective Date or as soon as
practicable thereafter its Pro Rata share of the Unsecured Recovery
Cash Pool with a carve-out from the collateral (or the value of
such collateral) securing the First Lien Debt Claims (among all
Allowed General Unsecured Claims, Unsecured Notes Claims, Second
Lien Notes Claims, and First Lien Deficiency Claims, regardless of
whether Holders of such Claims recover from the Unsecured Recovery
Cash Pool).
The Reorganized Debtors will fund distributions under the Plan with
(i) Cash on hand; (ii) Cash proceeds from the New Money Investment;
(iii) the issuance of Reorganized Claire's Parent Interests; and
(iv) collateral (or the value of collateral) securing the First
Lien Debt Claims. The Confirmation Order will be deemed to
authorize, among other things, the Restructuring Transactions.
On the Effective Date, shares of Reorganized Claire's Parent
Interests and the First Lien Subscription Rights will be
contributed to Claire's Stores (either as a capital contribution or
in exchange, in whole or in part, for an intercompany note issued
by Claire's Stores, as determined by the Debtors with the consent
of the Requisite Consenting Creditors, which consent shall not be
unreasonably withheld) and, immediately thereafter, Holders of
First Lien Debt Secured Claims will receive from Claire's Stores
such shares of Reorganized Claire's Parent Interests and First Lien
Subscription Rights, as applicable, in exchange for their First
Lien Debt Secured Claims.
A copy of the Second Amended Joint Plan is available for free at:
http://bankrupt.com/misc/deb18-10584-855.pdf
About Claire's Stores
Claire's Stores, Inc. -- http://www.clairestores.com/-- is a
specialty retailer of jewelry, accessories, and beauty products for
young women, teens, "tweens," and kids. Through the Claire's
brand, the Claire's Group has a presence in 45 nations worldwide,
through a total combination of over 7,500 Company-owned stores,
concessions locations, and franchised stores. Headquartered in
Hoffman Estates, Illinois, the Company began as a wig retailer by
the name of "Fashion Tress Industries" founded by Rowland Schaefer
in 1961. In 1973, Fashion Tress Industries acquired the
Chicago-based Claire's Boutiques, a 25-store jewelry chain that
catered to women and teenage girls. Following that acquisition,
Fashion Tress Industries changed its name to "Claire's Stores,
Inc." and shifted its focus to a full line of fashion jewelry and
accessories.
In 2007, the Company was taken private and acquired by investment
funds affiliated with, and co-investment vehicles managed by,
Apollo Management VI, L.P. Claire's Group employs approximately
17,000 people globally. Claire's Stores, Inc., and 7 affiliates
sought Chapter 11 protection (Bankr. D. Del. Case No. 18-10584) on
March 19, 2018, after reaching terms of a balance sheet
restructuring with their first lien lenders and sponsor Apollo
Global Management, LLC.
As of Oct. 28, 2017, Claire's Stores reported $1.98 billion in
total assets against $2.53 billion in total liabilities.
The Hon. Brendan Linehan Shannon is the case judge.
The Debtors tapped Weil, Gotshal & Manges LLP as their bankruptcy
counsel; Richards, Layton & Finger, P.A. as local counsel; FTI
Consulting as restructuring advisor; Lazard Freres & Co. LLC as
investment banker; Hilco Real Estate, LLC as real estate advisor;
and Prime Clerk as claims agent and administrative advisor.
Andrew R. Vara, Acting U.S. Trustee for Region 3, on March 27
appointed seven creditors to serve on the official committee of
unsecured creditors in the Chapter 11 case of Claire's Stores Inc.
and its affiliates.
CLICKAWAY CORP: Crawford Allowed to Provide Additional Services
---------------------------------------------------------------
Clickaway Corporation received approval from the U.S. Bankruptcy
Court for the Northern District of California to expand the scope
of services of Crawford Pimentel Corporation.
The services to be provided by the accounting firm now include the
preparation of a pension audit and related returns for the 2017
year for the Debtor's 401k pension plan and trust.
Crawford estimates that the cost to complete the pension audit by
October 15 will be in a range of $13,000 to $16,000.
About Clickaway Corporation
Clickaway Corporation, a computer repair, service, sales and
networking company, has been headquartered in Campbell and serving
more than 50,000 customers in Bay Area since 2002. The Debtor
filed a voluntary Chapter 11 petition (Bankr. N.D. Cal. Case No.
18-51662) on July 27, 2018, estimating $1 million to $10 million in
assets and liabilities.
The Debtor tapped The Law Offices of Binder and Malter as its
bankruptcy counsel; Willoughby Stuart Bening & Cook as special
counsel; and Crawford Pimentel Corporation as accountant.
COALINGA REGIONAL: Chapter 9 Case Summary & Unsecured Creditors
---------------------------------------------------------------
Debtor: Coalinga Regional Medical Center
a California Local Health Care District
1191 Phelps Ave
Coalinga, CA 93210
Business Description: Established in 1938, Coalinga Regional
Medical Center --
http://coalingamedicalcenter.com-- provides
the following essential health care services
to the community: acute care, emergency
department, licensed laboratory, physical
therapy, radiology department, respiratory
therapy, skilled nursing facility, D.O.T.
exams and industrial medicine.
Chapter 9 Petition Date: September 7, 2018
Court: United States Bankruptcy Court
Eastern District of California (Fresno)
Case No.: 18-13677
Debtor's Counsel: Riley C. Walter, Esq.
WALTER WILHEM LAW GROUP
A Professional Corporation
205 E. River Park Circle, Ste. 410
Fresno, CA 93720
Tel: 559-435-9800
Email: rileywalter@w2lg.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Wayne C. Allen, chief executive
officer.
A full-text copy of the Chapter 9 petition is available at:
http://bankrupt.com/misc/caeb18-13677.pdf
Debtor's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Beta Healthcare $456,474
California EM1 Medical $385,142
Medical Solutions LLC $289,584
Beckman Coulter Inc. $238,913
Elitecare Medical Staff $234,769
Trustaff Travel Nurses LLC $214,570
Apollo Physicians Medical Group $213,566
Cardinal Health $157,907
Primeforce Medical Corp $106,346
Maxim Healthcare Services $79,255
Alliance Healthcare Services $67,290
Arnold & Porter LLP $57,349
Data Systems Group $56,680
AMN Healthcare Allied Inc. $53,651
Amedistaf, LLC (dba TRS Healthcare) $52,520
AYA Healthcare Inc. $52,071
Triage, LLC $50,939
Canon Medical Systems USA, Inc. $48,699
LRS Healthcare $47,960
Flexcare Medical Staffing $44,497
COMMUNITY CHOICE: Moody's Assigns Caa2 on $42MM Sr. Sec. Notes
--------------------------------------------------------------
Moody's Investors Service assigned a Caa2 rating, with a developing
outlook, to Community Choice Financial Inc.'s new $42 million 9%
2-year senior secured notes, which will be issued out of its
subsidiary Community Choice Financial Issuer, LLC. Moody's also
affirmed Community Choice Financial Inc.'s Caa3 corporate family
and senior secured ratings, with a developing outlook.
Assignments:
Issuer: Community Choice Financial Issuer, LLC
Senior Secured Regular Bond/Debenture, Assigned Caa2, with
Developing Outlook
Outlook Actions:
Issuer: Community Choice Financial Issuer, LLC
Outlook, Assigned Developing
Issuer: Community Choice Financial Inc.
Outlook, Remains Developing
Affirmations:
Issuer: Community Choice Financial Inc.
Corporate Family Rating, Affirmed Caa3, with Developing Outlook
Senior Secured Regular Bond/Debenture, Affirmed Caa3, with
Developing Outlook
RATINGS RATIONALE
The Caa2 rating on Community Choice's new $42 million 9% senior
secured notes reflects their stronger asset coverage relative to
the corporate family asset coverage ratio. The notes will be
guaranteed by the assets of the Guarantor Subsidiaries, which had
approximately $49.1 million of cash and $15.6 million of
receivables as of June 30, 2018. According to the terms of the
indenture, CCFI will have to maintain an asset coverage of at least
150% on the $42 million notes. The proceeds of the $42 million
notes were used to refinance the $47 million revolving credit
facility in place. While the stated maturity of the notes is 2020,
the notes will likely be refinanced with the proceeds from the
issuance of new debt in the restructuring contemplated by the
company.
Community Choice's Caa3 corporate family reflects its unsustainable
capital structure with large amounts of debt and substantial equity
deficit, weak financial performance, constrained liquidity, and
also high regulatory risk. The refinancing of the existing $47
million revolver represents a first step in the planned
restructuring.
The developing outlook on the ratings reflects possibilities of an
upgrade and a downgrade. The ratings can be upgraded or downgraded,
depending on the debt refinancing and restructuring opportunities
available to the company.
Community Choice's ratings can be upgraded if the company
successfully refinances or extends the maturity of its senior notes
and improves its financial performance. The ratings could be
downgraded if Community Choice fails to execute on its planned
restructuring.
CONCORDIA INTERNATIONAL: Completes Recapitalization Transaction
---------------------------------------------------------------
Concordia International Corp. has completed the recapitalization
transaction described in the Company's management information
circular dated May 15, 2018, and implemented pursuant to the
court-approved plan of arrangement dated June 26, 2018, under the
Canada Business Corporations Act. "We believe that the successful
closing of the Recapitalization Transaction will allow us to pursue
our strategy and achieve our goals," said Graeme Duncan, chief
executive officer of Concordia. "We have an enviable global
specialty generics platform, and will be seeking both organic and
inorganic growth opportunities to leverage this platform to its
full potential. With a new executive leadership team, a
revitalised and strong financial structure and our exceptional
global platform, we are looking forward to an exciting future. We
thank all stakeholders and employees for their commitment to
Concordia as we conclude this significant milestone in the
Company's history."
The Recapitalization Transaction includes, among others, the
following key elements:
* the Company's total debt has been reduced by approximately
US$2.4 billion and its annual cash interest expense has been
reduced by approximately US$170 million;
* US$586.5 million in cash was invested pursuant to a private
placement by certain parties and their subsidiaries that
executed the subscription agreement with Concordia, dated
May 1, 2018, in exchange for new limited voting shares of
Concordia representing in the aggregate approximately 87.69%
of the outstanding limited voting shares of Concordia upon
implementation of the Recapitalization Transaction;
* the Company's secured debt in the aggregate principal amount
of approximately US$2.1 billion, plus accrued and unpaid
interest, has been exchanged for (i) cash in an amount equal
to any outstanding accrued and unpaid interest (at
contractual non-default rates) in respect of the Secured
Debt, (ii) cash in the amount of approximately US$605 million
(taking into account early consent cash consideration for
holders of Secured Debt entitled to early consent cash
consideration under the CBCA Plan), and (iii) approximately
US$1.36 billion of new secured debt comprised of new senior
secured term loans (approximately US$1.06 billion,
denominated in U.S. dollars and Euros) and new senior secured
notes (approximately US$300 million, denominated in U.S.
dollars);
* the Company's unsecured debt in the aggregate principal
amount of approximately US$1.6 billion, plus accrued and
unpaid interest, has been exchanged for new limited voting
shares of Concordia representing in the aggregate
approximately 11.96% of the outstanding limited voting shares
of Concordia upon implementation of the Recapitalization
Transaction (taking into account early consent shares for
holders of Unsecured Debt entitled to early consent
consideration under the CBCA Plan), with holders of the
Company's existing 7.00% unsecured notes on an aggregate
basis receiving approximately 2.3987 limited voting shares
per US$1,000 of principal amount of 7.00% unsecured notes,
holders of the Company's existing 9.50% unsecured notes on an
aggregate basis receiving approximately 2.4403 limited voting
shares per US$1,000 of principal amount of 9.50% unsecured
notes, and lenders under the unsecured equity bridge loan on
an aggregate basis receiving approximately 2.4625 limited
voting shares per US$1,000 of principal amount of the
unsecured equity bridge loan in exchange for their Unsecured
Debt pursuant to the terms of the CBCA Plan, and early
consenting holders of the Company's Unsecured Debt receiving
an additional approximately 1.1977 limited voting shares per
US$1,000 of principal amount of Unsecured Debt in exchange
for their Unsecured Debt pursuant to the terms of the CBCA
Plan;
* the Company's existing common shareholders retained their
common shares, subject to a 1-for-300 common share
consolidation and re-designation as limited voting shares
pursuant to the CBCA Plan, representing approximately 0.35%
of the outstanding limited voting shares of Concordia upon
implementation of the Recapitalization Transaction;
* all other equity interests in Concordia, including all
options, warrants, rights or similar instruments, have been
cancelled pursuant to the CBCA Plan, and all equity claims,
other than existing equity class action claims against
Concordia, have been released pursuant to the CBCA Plan,
provided that any recovery in respect of any Existing Equity
Class Action Claims has been limited pursuant to the CBCA
Plan to recovery from any applicable insurance policies
maintained by the Company;
* any and all (a) defaults resulting from the commencement of
the CBCA proceedings, and (b) third party change-of-control
provisions that may have been triggered by implementation of
the Recapitalization Transaction, have been permanently
waived pursuant to the CBCA Plan;
* obligations to customers, suppliers and employees (other than
the cancellation of certain equity interests were not
affected by the Recapitalization Transaction; and
* pursuant to the CBCA Plan, certain amendments were made to
the Company's articles to, among other things, amend
Concordia's authorized capital and provisions attaching to
its shares, and the Company's existing by-laws were repealed
and a new general by-law of Concordia was adopted and
approved.
The Share Consolidation being completed as part of the
Recapitalization Transaction reduced the number of issued and
outstanding Concordia common shares to approximately 170,946 (prior
to taking into account the issuance of the limited voting shares
pursuant to the Recapitalization Transaction). Together with the
new limited voting shares issued pursuant to the Recapitalization
Transaction, the Company now has a total of 48,854,257 limited
voting shares issued and outstanding, which will commence trading
on the Toronto Stock Exchange on Sept. 11, 2018 under the symbols
CXR (in Canadian dollars) and CXR.U (in US dollars).
Upon completion of the Recapitalization Transaction, the Company
expects to have approximately US$200 million of unrestricted cash
on hand, after taking into account certain advisory and other
customary fees to be paid after the close of the Recapitalization
Transaction.
In connection with the implementation of the CBCA Plan, Concordia
finalized and entered into an investor rights agreement with the
parties that participated in the Private Placement, as further
described in the Circular. The Company has also amended the
previously announced and posted amendments to the articles of
Concordia which reflect certain aspects of the Investor Rights
Agreement and became effective upon implementation of the CBCA
Plan. The final versions of the Investor Rights Agreement and the
Articles Amendments will be posted on the Company's website at
www.concordiarx.com and/or under the Company's profile on SEDAR at
www.sedar.com and on EDGAR at www.sec.gov.
As part of the Recapitalization Transaction, a new management
incentive plan is being adopted pursuant to the CBCA Plan, pursuant
to which a maximum of up to 7.5% of the limited voting shares
outstanding upon implementation of the CBCA Plan could be issued,
as approved in connection with approval of the CBCA Plan. When such
limited voting shares are issued, they will dilute the limited
voting shares of Concordia issued upon implementation of the CBCA
Plan.
In connection with the implementation of the CBCA Plan and the new
management incentive plan, certain amendments were made to the CBCA
Plan pursuant to its terms. The final amended CBCA Plan will be
posted on the Company's website at www.concordiarx.com and/or under
the Company's profile on SEDAR at www.sedar.com and on EDGAR at
www.sec.gov.
Strategy Overview
As outlined during the Company's second quarter, 2018 conference
call on Aug. 8, 2018, Concordia's business will be based on two key
strategic, guiding principles that will focus the Company's efforts
towards:
* Acquiring targeted products and companies predominantly in the
Company's core and proximate markets in an effort to deliver
short-term growth and longer-term value, and
* Expanding its product portfolio through pipeline, partnerships
and swaps in an effort to deliver mid-term growth and longer-
term value.
Concurrently, the Company will focus on two operational imperatives
that it believes will support its growth aspirations. These
imperatives consist of:
* Leveraging Concordia's global capability to its full extent,
and
* Embarking on a new start through clarity of vision, culture,
leadership and brand.
Mr. Duncan continued, "These four strategic workstreams will be
overseen by a talented and aligned executive leadership team. I am
excited by both the strategic and leadership clarity that we now
have, and I look forward to leading the business with a much
stronger capital structure."
New Board Members
As part of the Recapitalization Transaction, and in accordance with
the CBCA Plan and the Investor Rights Agreement, as further
described in the Circular, certain of Concordia's directors
resigned effective upon implementation of the CBCA Plan, and three
new directors, in addition to Concordia's Chief Executive Officer,
have been appointed to the board of directors of Concordia pursuant
to the CBCA Plan.
"We would like to thank each of Dough Deeth, Rochelle Fuhrmann,
Itzhak Krinsky, Francis Perier, Jr. and Patrick Vink for all of
their hard work and support for Concordia over the years, as well
as their help and assistance with the company's recapitalization,"
said Mr. Duncan.
Current board director, Randy Benson, will become the Company's new
chairman. Based in Toronto, Canada, Mr. Benson has more than 18
years of experience managing corporate restructurings most recently
as Principal at RC Benson Consulting, Inc. From 2012 to 2016. Mr.
Benson was Partner and National co-leader, Restructuring and
Turnaround at KPMG Canada.
Concordia's new directors include: Barry Fishman
Mr. Fishman has approximately 20 years of experience as a business
leader, including his recent role as CEO of specialty
pharmaceutical company Merus Labs International Inc. (TSX: MSL,
NASDAQ: MSLI). In July 2017, European speciality pharmaceutical
company Norgine B.V. acquired Merus Labs.
His leadership history also includes serving as CEO of Teva Canada
for six years, and prior to that, he served as Taro Canada's CEO.
He is also a past Chair of the Canadian Generic Manufacturers
Association.
Mr. Fishman began his pharmaceutical career at Eli Lilly and spent
17 years at the company in increasingly senior roles. He is
currently the CEO of VIVO Cannabis Inc. (TSX-V: VIVO), a licensed
producer and distributor of premium pharmaceutical-grade
plant-based medicines.
Florian Hager
Mr. Hager is a principal at GSO Capital Partners based in London,
England. He is involved in both debt and equity investments across
a wide variety of industries with a specific focus on special
situations.
Before joining GSO Capital Partners, Mr. Hager worked in
Blackstone's Restructuring & Reorganization Group where he advised
debtors and creditors on in-court and out-of-court restructurings.
Prior to Blackstone, Mr. Hager worked at Lehman Brothers and Nomura
International in London where he was involved in numerous
transactions across the industrial and technology sectors including
mergers and acquisitions, initial public offerings and leveraged
buyouts.
Robert Manzo
Mr. Manzo co-founded Policano and Manzo, LLC, a consulting firm
specializing in providing financial services to distressed
companies and their lenders.
In 2000, Mr. Manzo sold his firm to FTI Consulting, Inc., a global
business advisory firm where he held the position of senior
managing director through 2005.
Since 2006, Mr. Manzo has been a private investor and serves on a
number of public and private company boards.
The Company's legal advisors in connection with the
Recapitalization Transaction were Goodmans LLP and Skadden, Arps,
Slate, Meagher & Flom LLP and its financial advisor was Perella
Weinberg Partners LP.
The legal advisors to the ad hoc committee of holders of secured
debt in connection with the Recapitalization Transaction were
Osler, Hoskin & Harcourt LLP and White & Case LLP and their
financial advisor was Houlihan Lokey Capital, Inc. The legal
advisors to the ad hoc committee of holders of unsecured debt in
connection with the Recapitalization Transaction were Bennett Jones
LLP, Paul, Weiss, Rifkind, Wharton & Garrison LLP and Ashurst LLP
and their financial advisor was Greenhill & Co., LLC.
About Concordia
Based in Ontario, Canada, Concordia -- http://www.concordiarx.com/
-- is an international specialty pharmaceutical company with a
diversified portfolio of more than 200 patented and off-patent
products, and sales in more than 90 countries. Going forward, the
Company is focused on becoming a leader in European specialty,
off-patent medicines. Concordia operates out of facilities in
Mississauga, Ontario and, through its subsidiaries, operates out of
facilities in Bridgetown, Barbados; London, England and Mumbai,
India.
Concordia reported a net loss of US$1.59 billion for the year ended
Dec. 31, 2017, compared to a net loss of US$1.31 billion for the
year ended Dec. 31, 2016. As of June 30, 2018, Concordia had
US$2.12 billion in total assets, US$4.25 billion in total
liabilities and a total shareholders' deficit of US$2.13 billion.
CPKAP LLC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Affiliated companies that have filed voluntary petitions seeking
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
CPKap, LLC (Lead Case) 18-21808
dba College Park Taverna
12154 Darnestown Road, Ste 621
Gaithersburg, MD 20878
BallCantina, LLC 18-21823
BallNoodle, LLC 18-21824
14wBella, LLC 18-21825
MassKap, LLC 18-21827
MosaKap, LLC 18-21828
Tyisa, LLC 18-21830
BallKap, LLC 18-21832
Mike Isabella, Inc. 18-21835
Business Description: CPKap, LLC, together with its subsidiaries,
operates in the restaurants industry.
College Park Taverna is located at 7777
Baltimore Avenue College Park, MD 20740.
Chapter 11 Petition Date: September 6, 2018
Court: United States Bankruptcy Court
District of Maryland (Greenbelt)
Judge: Hon. Lori S. Simpson
Debtors' Counsel: Richard J. Oparil, Esq.
Warren J. Martin, Esq.
PORZIO, BROMBERG & NEWMAN P.C.
1200 New Hampshire Avenue, NW
Washington, DC 20036-6802
Tel: (973) 538-4006
Email: rjoparil@pbnlaw.com
wjmartin@pbnlaw.com
- and -
Catherine K. Hopkin, Esq.
YUMKAS, VIDMAR, SWEENEY MULRENIN, LLC
10211 Wincopin Circle, Suite 500
Columbia, MD 21044
Tel: (443)569-0788
Email: chopkin@yvslaw.com
CPKAP's Total Assets: $88,728
CPKAP's Total Liabilities: $369,344
The petition was signed by Johannes Allender, CFO.
A full-text copy of CPKAP's petition containing, among other items,
a list of the Debtor's 20 largest unsecured creditors is available
for free at:
http://bankrupt.com/misc/mdb18-21808.pdf
CST INDUSTRIES: Taps Baker Tilly to Provide Tax Services
--------------------------------------------------------
CST Industries Holdings Inc. seeks approval from the U.S.
Bankruptcy Court for the District of Delaware to hire Baker Tilly
Virchow Krause, LLP.
The firm will provide tax-related services to CST Industries, now
known as Tank Holdings Wind-Down Corp., and its affiliates. These
services include the preparation of the federal tax return for
2017.
Baker Tilly will charge the Debtors not more than $110,000,
including expenses.
The firm is "disinterested" as defined in Section 101(14) of the
Bankruptcy Code, according to court filings.
Baker Tilly can be reached through:
Robert A. Fodera
Baker Tilly Virchow Krause, LLP
One Penn Plaza, Suite 3000
New York, NY 10119
Phone: 848-467-3845 / 212-697-6900
About CST Industries
CST Industries, Inc. -- https://www.cstindustries.com/ -- is a
global manufacturer of factory coated bolted steel storage tanks,
aluminum geodesic domes and specialty covers. The Company has five
manufacturing facilities and technical design centers and multiple
regional sales offices located throughout North America and the
United Kingdom. International offices are located in Argentina,
Australia, Brazil, India, Japan, Malaysia, Mexico, Myanmar, Panama,
Singapore, South Africa, Spain, United Kingdom, United Arab
Emirates and Vietnam.
CST Holdings, Inc., parent of CST Industries and CST Power &
Construction, Inc., is a privately held corporation that is
majority-owned by funds affiliated with The Sterling Group, a
Houston, Texas-based private equity firm which owns approximately
60% of CST Holdings' stock. The Sterling Group has held a majority
of CST Holdings' stock since 2006.
CST Industries Holdings Inc., CST Industries, Inc., and CST Power &
Construction, Inc. sought Chapter 11 protection (Bankr. D. Del.
Lead Case No. 17-11292) on June 9, 2017. The petitions were signed
by Timothy J. Carpenter, chief executive officer. CST estimated
assets of $50 million to $100 million and debt of $100 million to
$500 million.
Potter Anderson & Corroon LLP and Hughes Hubbard & Reed LLP are the
Debtors' co-general counsel. The Debtors hired CDG Group, LLC as
financial advisor, and Epiq Bankruptcy Solutions, LLC as claims and
noticing agent.
The Office of the U.S. Trustee appointed seven creditors to serve
on an official committee of unsecured creditors in the Chapter 11
cases. The Committee retained Lowenstein Sandler LLP, as counsel,
Shaw Fishman Glantz & Towbin LLC, as co-counsel, and Teneo
Restructuring and Teneo Capital LLC, as investment banker.
DESSERT LAND: Hires Colliers International as Real Estate Broker
----------------------------------------------------------------
Dessert Land, LLC, seeks authority from the U.S. Bankruptcy Court
for the District of Nevada to hire Colliers International as real
estate professional.
Colliers International is to sell real property consisting of
approximately 38.50 acres located at Las Vegas Blvd. So, and
Mandalay Bay Road, Clark County Assessor Parcel Nos.
162-28-202-013, 162-28-301-001, 002, 010, 029, 032, 033, 034, 036,
037, 162-28-302-001, and 162-28-310-00 for a commission of 1% of
the gross sales price.
Colliers International is disinterested within the meaning of Sec.
101(14) of the Bankruptcy Code, as stated in the Court filing.
The firm can be reached through:
Mike J. Mixer, SIOR
Colliers International
3960 Howard Hughes Parkway, Suite 150
Las Vegas, NV 89169
Phone: 702-836-3777
Fax: 702-731-5709
E-mail mike.mixer@colliers.com
About Desert Land
On April 30, 2018, Tom Gonzales commenced an involuntary petition
for relief under Chapter 7 of the Bankruptcy Code against Desert
Land, LLC. The petitioning creditor was Bradley J. Busbin, as
trustee of the Gonzales Charitable Remainder Unitrust One. Jamie
P. Dreher -- jdreher@downeybrand.com -- of Downey Brand LLP
represents the Trustee.
The Debtor and its affiliates sought and obtained the conversion of
the case to a case under Chapter 11 on June 28, 2018 (Bankr. D.
Nevada, Lead Case No. 18-12454). The Debtor's affiliates are
Desert Oasis Apartments LLC, Desert Oasis Investments, LLC, and
Skyvue Las Vegas LLC.
Schwartzer & McPherson Law Firm serves as the Debtors' counsel.
DIEBOLD INC: Bank Debt Trades at 13% Off
----------------------------------------
Participations in a syndicated loan under which Diebold
Incorporated is a borrower traded in the secondary market at 86.67
cents-on-the-dollar during the week ended Friday, August 31, 2018,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 1.89 percentage points from the
previous week. Diebold Incorporated pays 275 basis points above
LIBOR to borrow under the $475 million facility. The bank loan
matures on April 5, 2023. Moody's rates the loan 'B3' and Standard
& Poor's gave a 'B' rating to the loan. The loan is one of the
biggest gainers and losers among 247 widely quoted syndicated loans
with five or more bids in secondary trading for the week ended
Friday, August 31.
DIVERSE LABEL: Hires Equity Partners HG, LLC, as Investment Banker
------------------------------------------------------------------
Diverse Label Printing, LLC, seeks approval from the U.S.
Bankruptcy Court for the Middle District of North Carolina to hire
Equity Partners HG, LLC, as investment banker.
Equity Partners to:
a. inspect the Assets to determine their physical condition;
b. prepare a program which may include marketing the Assets
through newspapers, magazines, journals, letters, flyers, signs,
telephone solicitation, the Internet and such other methods as
Equity Partners may deem appropriate;
c. prepare advertising letters, flyers and similar sales
materials, which would include information regarding the Assets;
d. endeavor to locate parties who may have an interest in
becoming a joint venture partner, invest in, acquire, or refinance
the Debtors' business or the Assets;
e. circulate materials to interested parties regarding the
Assets, after completing confidentiality documents;
f. respond, provide information to, communicate and negotiate
with and obtain offers from interested parties and make
recommendations to the Debtors as to whether or not a particular
offer should be accepted;
g. communicate regularly with the Debtors in connection with the
status of Equity Partners' efforts with respect to the disposition
of the Assets, which shall include a weekly written report to the
Debtors;
h. negotiate with various stakeholders of the Debtors, including
to secured and unsecured creditors and equity shareholders, in
regards to the possible financial restructuring of the existing
claims of the creditors or equity shareholders of the Debtors;
i. recommend to the Debtors the proper method of handling any
specific problems encountered with respect to the marketing or
disposition of the Assets; and
j. perform related services necessary to maximize the proceed to
be realized for the Assets or in any Transaction.
Equity Partner's fee will be:
a. in the case of any sale of the business or Assets closed
and funded , or upon confirmation of a reorganization plan, for any
offers received under the terms of this Agreement:
i. The sum of $300,000 if the Gross Value is less than or
equal to $10,000,000; plus;
ii. 4% of the incremental Gross Value between $10,000,001
and $15,000,000, plus
iii. 5% of the incremental Gross Value in excess of
$15,000,000.
b. Equity Partners shall be entitled to receive its fee from
any transaction completed within 12 months by/with a prospect
identified during the term of the Agreement.
c. The fee to Equity Partners will be paid in cash at, and
such payment shall be a condition of, the closing or consummation
of any transaction.
Kenneth W. Mann, senior managing director of Equity Partners HG
LLC, assured the Court that the firm is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code and
does not represent any interest adverse to the Debtors and their
estates.
Equity Partners can be reached at:
Kenneth W. Mann
EQUITY PARTNERS HG LLC
16 N. Washington St., Suite 102
Easton, MD 21601
Tel: (866) 969-1115
About Diverse Label Printing
Diverse Label Printing, LLC, a company in Burlington, North
Carolina, specializes in producing labels for food, food
processing, supermarket, consumer goods, and other uses. Diverse
Label sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. M.D.N.C. Case No. 18-10792) on July 23, 2018. In the
petition signed by CEO Ed Bidanset, the Debtor disclosed
$15,750,989 in assets and $10,499,186 in liabilities. Judge
Catharine R. Aron presides over the case. The Debtor tapped hire
Northen Blue, LLP, as its legal counsel.
DUBLIN MANAGEMENT: Sept. 20 Disclosure Statement Hearing Set
------------------------------------------------------------
Judge Michael Kaplan of the U.S. Bankruptcy Court for the District
of New Jersey will convene a hearing on Sept. 20, 2018, at 10:00
a.m., to consider the adequacy of the disclosure statement
explaining Dublin Management Associates of New Jersey, Inc.'s plan
of liquidation.
A copy of the Disclosure Statement from PacerMonitor.com is
available at https://tinyurl.com/y7oepykg at no charge.
About Dublin Management Associates
Dublin Management Associates of New Jersey, Inc., doing business as
Lynch Industries, is in the window and lobby displays and cutouts
business.
Dublin Management Associates sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D.N.J. Case No. 18-14501) on March 7,
2018. In the petition signed by Michael Carrozza, president and
CEO, the Debtor $1 million to $10 million in assets and $1 million
to $10 million in liabilities. The Hon. Christine M. Gravelle was
removed from the case and Judge Michael Kaplan was added to the
case.
The Debtor hired Albert A. Ciardi, III, Esq. of Ciardi Ciardi &
Astin, P.C. as bankruptcy counsel.
An official committee of unsecured creditors was appointed in the
Debtor's case. The Committee retained Trenk, DiPasquale, Della
Fera & Sodono, P.C., as its legal counsel.
DURO DYNE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Affiliated companies that have filed voluntary petitions seeking
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Duro Dyne National Corp. 18-27963
100 Horizon Center Boulevard
Hamilton, NJ 08691
Duro Dyne Corporation 18-27968
Duro Dyne Machinery Corp. 18-27969
Duro Dyne MidWest Corp. 18-27970
Duro Dyne West Corp. 18-27971
Business Description: Founded in 1952 by Milton Hinden, the
Debtors are manufacturers of sheet metal
accessories and equipment for the heating,
ventilating, and air conditioning (HVAC)
industry. In addition, the Debtors also
engage in the research and development of
HVAC products. Duro Dyne National Corp. is
a holding company whose primary asset is all
of the issued and outstanding capital stock
of the other Debtors. Duro Dyne is owned by
members of the Hinden family and various
trusts for the benefit of Hinden family
members.
Chapter 11 Petition Date: September 7, 2018
Court: United States Bankruptcy Court
District of New Jersey (Trenton)
Judge: Hon. Michael B. Kaplan
Debtors' Counsel: Kenneth A. Rosen, Esq.
Jeffrey D. Prol, Esq.
LOWENSTEIN SANDLER LLP
One Lowenstein Drive
Roseland, New Jersey 07068
Tel: (973) 597-2500
Fax: (973) 597-2400
Email: krosen@lowenstein.com
jprol@lowenstein.com
Debtors'
Financial
Advisor: GETZLER HENRICH & ASSOCIATES LLC
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Randall Hinden, chief executive
officer.
A full-text copy of Duro Dyne National's petition is available for
free at:
http://bankrupt.com/misc/njb18-27963.pdf
Consolidated List of Debtors' 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Six‐2 Fastener Imports
$1,289,776
Attn: Steve Cowan
2 Bucks Lane, Suite 7
Marlboro, NJ 07746
Tel: (732) 683‐9550
E‐mail: steve@six2fast.com
Majestic Steel USA, Inc. $1,078,954
Attn: Brian Buckalew
2551 Roswell Road, Suite 300
Atlanta, GA 30062
Tel: (877) 760‐7044
E‐mail: bbuckalew@majesticsteel.com
Nakazawa Die Casting $699,217
Attn: Desmond Khong
Lot 46910, Block D
Taman Perindustrian Selayang
68100 Batu Caves
Selangor Darul Ehsan
Malaysia
Tel: 603‐61382662
E‐mail khong@nakazawa.com.my
Midland Steel $409,074
5825 S. Greenwood Ave.
Attn: Ed Smookier
Los Angeles CA 90040‐3300
Tel: (718) 328‐4600
E‐mail: esmookier@midlandsteel.net
American Express $341,987
Attn: Diana Wilson
200 Vesey Street
New York, NY 10285
Tel: (800) 592‐1164
Retrans Freight $291,316
Attn: Brian Hiller
420 Airport Road
Fall River, MA 02720
Tel: (774) 888‐0392
E‐mail: bhiller@retransfreight.com
PHD Manufacturing, Inc. $232,424
Attn: Jonathon Corbino
44018 Columbiana‐Waterford Rd.
Columbiana, OH 44408
Tel: (330) 482‐2956
E‐mail: jonathonc@phd‐mfg.com
Century Mechanical Systems $219,115
Attn: Jari Varghese
P.O. Box 60270
Al Quoz Industrial Area‐4
Dubai
United Arab Emirates
Tel: (971)‐4347‐4858
E‐mail: jari@durodyne.me
Cambridge Resources $176,749
Attn: Steve Kielson
960 Alabama Avenue
Brooklyn, NY 11207
Tel: (718) 501‐6653
E‐mail: sk@cambridgeresources.com
JM Burns Steel Supply $172,689
Attn: Justin Robbins
515 Wyoming Ave
Cincinnati, OH 45215
Tel: (513) 604‐7162
E‐mail: jrobbins@jmbsteel.com
L.I.S. Enterprises, Inc. $163,710
Attn: Jason Brenner
263 South York Road
Hatboro, PA 19040
Tel: (631) 672‐9246
E‐mail: jwb@lisenterprises.com
Sealers Inc. $134,330
Attn: Jim Berger
5017 South 38th Street
St. Louis, MO 63116‐4129
Tel: (314) 752‐4667
E‐Mail: jim@sealersinc.com
Die Matic Products, LLC $131,710
Attn: Bill Oehrlein
130 Express Street
Plainview, NY 11803
Tel: (516) 433‐7900
E‐mail: billoehrlein@diematicproducts.com
American Elite Molding, LLC $114,454
Attn: John Gaynor
5680 John Givens Road
Crestview, FL 32539
Tel: (850) 428‐0398
E‐mail: jgaynor@aem‐ties.com
Snyder Mfg., Inc. $109,195
Attn: Jolene Meese
3001 Progress Street
Dover, OH 44622
Tel: (330) 343‐4456
Mestek, Inc. $93,033
Attn: Bruce Dewey
260 North Elm Street
Westfield, MA 01085
Tel: (413) 564‐5992
E‐mail: bdewey@mestek.com
Pregis Holding $66,938
Attn: Daniel Lindenbaum
515 Enterprise Street
Aurora, IL 60504
Tel: (914) 396‐2141
E‐mail: dlindenbaum@pregis.com
Dynamic Metals Inc. $59,392
Attn: Tony Frangione
1713 South Second Street
Piscataway, NJ 08854
Tel: (908) 912‐1515
E‐mail: tonyf@dynamicmetals.com
R2 Tape, Inc. $58,092
Attn: Jen Hirsch
1626 Bridgewater Road
Bensalem, PA 19020
Tel: (215) 244‐8922
E‐mail: jhirsch@prestotape.com
Herculite Products $54,860
Attn: David Yohe
105 E. Sinking Springs Lane
P.O. Box 435
Emigsville, PA 17318‐0435
Tel: (717) 764‐1192
E‐mail: dyohe@herculite
ELDORADO RESORTS: Moody's Rates Proposed $600MM Unsec. Notes B2
---------------------------------------------------------------
Moody's Investors Service affirmed Eldorado Resorts, Inc.'s B1
Corporate Family Rating and SGL-1 Speculative Grade Liquidity
rating. The outlook is stable. At the same time, a B2 was assigned
to Eldorado's proposed $600 million senior unsecured notes.
Eldorado's existing $1.25 billion senior unsecured notes were
upgraded to B2 from B3. The company's secured bank debt was also
upgraded, to Ba1 from Ba2.
Proceeds from Eldorado's proposed senior unsecured notes, which
have terms similar to the company's existing senior unsecured
notes, will be used to help fund the company's acquisition of
Tropicana Entertainment, Inc. in a cash transaction valued at $1.85
billion. The acquisition was announced this past April and is
scheduled to close by the end of this year.
"The affirmation of Eldorado's B1 Corporate Family Rating reflects
Moody's view that the size and diversification benefits that the
company will obtain from the acquisition of Tropicana, along with
the accretive nature of the transaction from a free cash flow
basis, will more than offset that risk associated with the increase
in leverage," stated Keith Foley, a Senior Vice President at
Moody's. "The transaction is also consistent with its understanding
of the company's strategy to expand its regional gaming footprint,"
added Foley.
The upgrade of Eldorado's $1.25 billion senior unsecured notes to
B2 from B3, along with the assignment of a B2 to the company's
proposed $600 million unsecured notes, considers that the increase
in senior unsecured debt relative to Eldorado's pro forma total
funded debt, will increase substantially, from about 42% to about
62%. This increase results in senior unsecured debt accounting for
a majority of Eldorado's total funded debt, a situation that often
results in that particular issuer-level rating equal to a company's
Corporate Family Rating, based on the application of Moody's Loss
Given Default model. The increase in senior unsecured debt also
enhances the credit support received by the company's senior
secured bank debt, and as a result, it too was upgraded one-notch.
Upgrades:
Issuer: Eagle II Acquisition Company LLC
Senior Secured Revolving Credit Facility, Upgraded to Ba1 (LGD2)
from Ba2 (LGD2)
Senior Secured Term Loan, Upgraded to Ba1 (LGD2) from Ba2 (LGD2)
Senior Unsecured Regular Bond/Debenture, Upgraded to B2 (LGD5) from
B3 (LGD5)
Issuer: Eldorado Resorts, Inc.
Senior Unsecured Regular Bond/Debenture, Upgraded to B2 (LGD5) from
B3 (LGD5)
Assignments:
Issuer: Eldorado Resorts, Inc.
Senior Unsecured Regular Bond/Debenture, Assigned B2 (LGD5)
Outlook Actions:
Issuer: Eldorado Resorts, Inc.
Outlook, Remains Stable
Affirmations:
Issuer: Eldorado Resorts, Inc.
Probability of Default Rating, Affirmed B1-PD
Speculative Grade Liquidity Rating, Affirmed SGL-1
Corporate Family Rating, Affirmed B1
RATINGS RATIONALE
Eldorado's credit profile (B1 stable) considers that as a result of
its acquisition of Tropicana, the company will be increasing its
annual EBITDA by over 50% by acquiring the operating assets of
seven casinos in six states to its existing portfolio of twenty
properties in 10 states.
Key concerns include the company's relatively high leverage.
Eldorado's pro forma debt/EBITDA on a Moody's adjusted basis, and
inclusive of all company assumed annual run-rate synergies, is 5.7
times, and very close to its stated 5.75 times debt/EBITDA downward
rating trigger. The debt portion of this calculation includes the
capitalization of Eldorado's financing obligation to Tropicana that
will be created by the master lease agreement that will go into
effect.
The stable rating outlook considers the accretive nature of the
transaction on a free cash flow basis and its expectation the
assumed synergies can be achieved. Moody's expects Eldorado will be
able to lower its debt/EBITDA to between 5.3 times and 5.5 times --
a level Moody's considers more appropriate at a B1 Corporate Family
Rating for a company with Eldorado's pro forma asset and business
profile.
A ratings upgrade would require that Eldorado demonstrate the
ability and willingness to maintain debt/EBITDA under 5.0 times. An
upgrade would also require EBIT/Interest around 2.5 times along
with a stable supply and operating environment in the company's
gaming markets. Eldorado's ratings could be downgraded if there is
a sustained deterioration in monthly gaming revenue trends in the
company gaming markets, debt/EBITDA is sustained above 5.75 times,
and/or EBIT/interest drops below 1.5 times.
Moody's does not consider the master lease as a form of credit
support for LGD purposes given that the lease is structured as a
master lease. In a master lease, the rejection of one lease
requires the rejection of all leases. As a result, the benefit of
being able to reject individual leases -- typically considered a
form of credit support to more senior funded debt -- is not
available to as the company's creditors are incentivized to
maintain the master lease as it is their primary asset.
The principal methodology used in these ratings was Gaming Industry
published in December 2017.
COMPANY PROFILE
Eldorado is a casino entertainment company that currently owns and
operates nineteen properties in ten states, including Colorado,
Florida, Iowa, Louisiana, Mississippi, Missouri, Nevada, Ohio,
Pennsylvania and West Virginia. Net revenue for the latest 12-month
period ended June 30, 2018 was about $1.8 billion. As a result of
its acquisition of Tropicana, Eldorado will be adding the operating
assets of seven casinos in six states to its existing portfolio of
twenty properties in 10 states.
ELDORADO RESORTS: S&P Affirms 'B+' Issuer Credit Rating
-------------------------------------------------------
S&P Global Ratings affirmed its ratings, including its 'B+' issuer
credit rating on Reno, Nev.-based gaming operator Eldorado Resorts
Inc. The outlook is stable. S&P said, "At the same time, we
assigned our 'B' issue-level rating to Eldorado's proposed $600
million senior unsecured notes due 2026. The recovery rating is
'5', reflecting our expectation for average (30%-50%; rounded
estimate 25%) recovery for noteholders in a payment default."
S&P said, "The affirmation reflects our forecast for pro forma
adjusted leverage to improve to the mid-5x area in 2019 from the
high-5x area in 2018, which we believe provides sufficient cushion
relative to our 6x downgrade threshold to absorb some potential
operating underperformance compared with our forecast over the next
year. At the current rating level, we believe Eldorado can support
adjusted leverage up to 6x following the Tropicana acquisition
(expected to close in the fourth quarter this year) and Grand
Victoria Casino purchase (closed August 2018), since pro forma for
the acquisitions Eldorado's scale will increase meaningfully and
its geographic diversity will improve.
"The stable outlook reflects our belief that Eldorado's increased
scale and improved geographic diversity, pro forma for
acquisitions, can support leverage of up to 6x at the current
rating. We forecast pro forma adjusted leverage will improve to the
mid-5x area in 2019 from the high-5x area in 2018, which provides
sufficient cushion relative to our 6x downgrade threshold for
Eldorado to absorb some potential operating underperformance.
"We could consider lower rating if we expect Eldorado to sustain
lease-adjusted leverage over 6x. This would likely occur if we no
longer believed the company would achieve at least half of its
outlined cost synergies in the first year following the
acquisitions, or if the company pursued other acquisitions or
meaningful development opportunities that resulted in increased
leverage. Although less likely, leverage sustained above 6x could
also occur if the company underperformed our 2019 EBITDA forecast
by about 10%.
"Higher ratings are unlikely over the next 12 months given our
forecast for adjusted leverage to be in the high-5x area in 2018,
and in the mid-5x area in 2019, which provides only modest cushion
relative to our 6x downgrade threshold. Nevertheless, we could
raise the rating if we believed adjusted leverage would remain
under 5x. Before raising the rating, we would need to be confident
that the company would complete any potential future acquisitions
or investment spending without materially breaching that 5x
leverage threshold."
EMMANUEL HEALTH: Taps In-Check Consulting as Accountant
-------------------------------------------------------
Emmanuel Health Homecare, Inc. seeks approval from the U.S.
Bankruptcy Court for the Southern District of Texas to hire
In-Check Consulting, Payroll & Tax Service as its accountant.
The firm, through its accountant Ralph Butler, will provide
consulting services and prepare the Debtor's 2018 Texas cost report
for a flat fee of $500; prepare its payroll records for $500 per
payroll period (5th and 20th of each month); and perform financial
record-keeping and prepare billing and accounts receivables for a
flat fee of $1,000 per month.
Mr. Butler disclosed in a court filing that he does not represent
any interest adverse to the Debtor and its estate.
The firm can be reached through:
Ralph L. Butler
In-Check Consulting, Payroll & Tax Service
4902 Lockwood Drive
Houston, TX 77026
Phone: 713-676-1744
Fax: 713- 676-1742
Mobile: 713 501-4683
E-mail: Ralph.Butler@In-Check.com
About Emmanuel Health Homecare
Emmanuel Health Homecare, Inc., is a home health care services
provider in Houston, Texas. The company is a small business debtor
as defined in 11 U.S.C. Section 101(51D).
Emmanuel Health Homecare filed a voluntary petition for relief
under Chapter 11 of the Bankruptcy (Bankr. S.D. Tex. Case No.
18-32635) on May 21, 2018. In the petition signed by Joyce Jones,
R.N., CEO, the Debtor disclosed $161,200 in total assets and $1.30
million in total liabilities. Margaret Maxwell McClure, Esq., at
the Law Office of Margaret M. McClure, is the Debtor's counsel.
ENCINO ACQUISITION: S&P Assigns 'B+' ICR, Outlook Stable
--------------------------------------------------------
S&P Global Ratings assigned its 'B+' issuer credit rating to Encino
Acquisition Partners LLC (EAP). The outlook is stable.
S&P said, "At the same time, we assigned our 'BB-' issue-level and
'2' recovery ratings to the company's subsidiary, Encino
Acquisition Partners Holdings, LLC's, proposed $550 million senior
secured second-lien term loan. The '2' recovery rating indicates
our expectation of substantial (70%-90%, rounded estimate: 80%)
recovery of principal in the event of payment default."
EAP is a private exploration and production (E&P) company with
operations focused on natural gas development in the Ohio Utica
Shale play. The company was formed in 2017 through a partnership
with the Canada Pension Plan Investment Board (CPPIB), which is the
majority owner, and Encino Energy LLC, a Houston-based oil and gas
acquisition and development company formed in 2011 and with
operations in multiple onshore U.S. basins. On July 26, 2018, EAP
announced that it agreed to acquire all of Chesapeake Energy
Corp.'s Utica Shale assets for a total consideration of
approximately $2 billion in cash. EAP will fund the acquisition
through approximately $1.1 billion in additional equity
contributions from CPPIB and Encino Energy, its prospective $550
million senior secured second-lien term loan issuance, and a draw
under the company's estimated $1 billion senior secured
reserve-based lending (RBL) facility.
S&P Global Ratings' outlook on Encino Acquisition Partners LLC is
stable, reflecting S&P's view that the company will continue to
develop its existing reserve base and grow production while
maintaining adequate liquidity and credit measures in line with its
current rating, including FFO-to-debt above 30%. The company's
hedging program and firm transportation contracts, which provide a
measure of cash flow protection, support the outlook.
S&P said, "We could lower the rating if we expected FFO-to-debt to
fall below 30% for a sustained period. This would most likely occur
if commodity prices fell below our expectations, the company's
natural gas differentials significantly deteriorated resulting in
lower realized prices, or if capital spending was significantly
above our assumptions."
An upgrade would be possible if the company is able to build a
successful track record and execute on increasing production and
proved developed reserves to a level more consistent with 'BB-'
rated peers while maintaining adequate liquidity and FFO-to-debt
above 30%.
ET SOLAR: Taps Force Ten as Financial Advisor, Expert Witness
-------------------------------------------------------------
ET Solar, Inc., seeks approval from the U.S. Bankruptcy Court for
the Northern District of California to hire Force Ten Partners LLC
as its financial advisor and expert witness.
The Debtor tapped the services of the firm for two purposes: (i) it
may be necessary to offer as evidence of the value of the component
of the "new value contribution" under its plan of Reorganization;
and (ii) expert opinion may assist in supporting and explaining the
apportionment in the disclosure statement for the plan of the
$400,000 new value contribution between a compromise with related
entities and the reorganized company's enterprise value.
Force Ten's customary hourly rates range from $180 to $650. Adam
Meislik and Patrick Lacy, the firm's professionals who will be
providing the services, charge $650 per hour and $325 per hour,
respectively. Other professionals who may assist them will charge
these hourly fees:
Partners $495 - $650
Associates $325 - $395
Paraprofessionals $180 - $225
Adam Meislik, a member of Force Ten, disclosed in a court filing
that his firm is "disinterested" as defined in Section 101(14) of
the Bankruptcy Code.
The firm can be reached through:
Adam Meislik
Force Ten Partners LLC
20341 SW Birch Street, Suite 220
Newport Beach, CA 92660
Office: (949) 357-2359 / (949) 357-2360
Mobile: (949) 281-6458
E-mail: ameislik@force10partners.com
About ET Solar
Based in Pleasanton, California, ET Solar, Inc., is a solar energy
equipment supplier. ET Solar sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. N.D. Cal. Case No. 17-43031) on Dec. 4,
2017. In the petition signed by Steppe Hao, its president, the
Debtor estimated assets of less than $50,000 and liabilities of $10
million to $50 million. Judge Charles Novack presides over the
case. The Debtor tapped Binder & Malter, LLP as its legal counsel;
Force Ten Partners LLC as its financial advisor and expert witness;
and Sensiba San Filippo LLP as its accountant.
FALLS AT ST. GEORGE: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: The Falls at St. George, LLC
9067 South 1300 West, Suite 301
West Jordan, UT 84088
Business Description: The Falls at St. George, LLC --
http://www.thefallseventcenter.com;
http://www.fallsweddings.com/--
operates as an event center/venue for
hosting conferences, company annual
holiday parties, family reunions, high
school proms, birthday parties, weddings
and more.
Chapter 11 Petition Date: September 6, 2018
Court: United States Bankruptcy Court
District of Utah (St. George)
Case No.: 18-26653
Judge: Hon. William T. Thurman
Debtor's Counsel: Brent D. Wride, Esq.
RAY QUINNEY & NEBEKER P.C.
36 South State Street #1400
P.O. Box 45385
Salt Lake City, UT 84111
Tel: (801) 532-1500
Email: bwride@rqn.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Brooks Pickering, manager.
The Debtor stated it has no unsecured creditors.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/utb18-26653.pdf
FALLS EVENT CENTER: Taps Rocky Mountain as Restructuring Advisor
----------------------------------------------------------------
The Falls Event Center, LLC, seeks approval from the U.S.
Bankruptcy Court for the District of Utah to hire a chief
restructuring advisor.
The Debtor proposes to employ Gil Miller and his firm Rocky
Mountain Advisory, LLC to assist its principals or board of
managers in pursuing possible business reorganization strategies;
participate in negotiations with creditors; assist in the
preparation of a bankruptcy plan and in pursuing any proposed
disposition of its assets; and provide other services related to
its Chapter 11 case.
Mr. Miller's standard hourly rate is $395. RMA's standard rates
for other professionals and staff members range from $140 to $280
per hour.
The Debtor has agreed to pay the firm an initial retainer in the
sum of $50,000.
RMA and its principals are "disinterested persons" as defined in
section 101(14) of the Bankruptcy Code, according to court
filings.
The firm can be reached through:
Gil A. Miller
Rocky Mountain Advisory, LLC
215 South State Street, Suite 550
Salt Lake City, Utah 84111
Phone: 801.428.1602 / 801.428.1600
Fax: 801.428.1601
E-mail: gmiller@rockymountainadvisory.com
About The Falls Event Center
The Falls Event Center LLC sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D. Utah Case No. 18-25116) on July 11,
2018. At the time of the filing, the Debtor estimated assets of
$50,000,001 to $100 million and liabilities of $100,000,001 to $500
million. Judge R. Kimball Mosier presides over the case. Ray
Quinney & Nebeker P.C. is the Debtor's legal counsel.
FINANCIAL & RISK: Fitch Assigns BB Issuer Default Rating
--------------------------------------------------------
Fitch Ratings has assigned first-time Issuer Default Ratings (IDR)
of 'BB' to Financial & Risk Parent Ltd. and Financial & Risk US
Holdings, Inc. The Rating Outlook is Stable.
The rating assignment is driven by the sale of a majority interest
in Refinitiv by its current owner, Thomson Reuters Corporation
(TRI; BBB+/Rating Watch Negative), to an investor consortium. The
acquisition is to be financed with a mix of secured and unsecured
debt, preferred stock and equity. Fitch-defined pro forma secured
and total leverage on June 30, 2018 is calculated at approximately
6.1x and 7.5x, respectively, excluding $650 million of expected
synergies. The $1 billion HoldCo PIK preferred stock has been
excluded from Fitch's leverage calculations.
Refinitiv is a leading provider of market data, information and
analytics and critical news, enabling transactions and connecting
communities of trading, investment, financial and corporate
professionals and also provides leading regulatory and operational
risk management solutions. The company has strong positions in data
feeds, desktop, compliance and risk services, and trading venues.
Fitch views the basis for Refinitiv's carve-out cautiously. The
added benefit of leveraging Blackstone's relationships in the
financial services industry are a modest positive at best, although
Fitch takes comfort from Blackstone's historical success with this
after it acquired Ipreo. Fundamentally, the underlying challenges
facing Refinitiv's desktop business remain roughly the same
regardless of the carve-out. Although the opportunity to remove
$650 million in costs on a run rate basis net of standalone costs
would be a credit positive on its own, the cost savings are
expected to be overwhelmed by interest expense driven by the
significant nominal amount of acquisition-related debt. However,
despite the substantial interest payments, Refinitiv is expected to
generate free cash flow over the rating horizon.
On Jan. 30, 2018, TRI announced it was entering into a strategic
partnership with the sale of a 55% majority stake in Refinitiv to a
consortium of investors comprising private equity funds managed by
Blackstone, Canada Pension Plan Investment Board (CPPIB) and GIC.
TRI will receive gross proceeds of approximately $17.0 billion
(subject to purchase price adjustments) and retain a 45% interest
in Refinitiv. The transaction is expected to close on Oct. 1, 2018,
after which the company plans to change its name to Refinitiv.
The transaction values Refinitiv at approximately $20 billion, or
11.1x June 30, 2018 Fitch-calculated LTM EBITDA pre-synergies (8.2x
adjusted EBITDA assuming full synergies). The transaction will be
financed with $11.0 billion in senior secured debt, $2.5 billion in
senior unsecured debt, $1.0 billion in perpetual preferred PIK
equity, $3.025 billion in sponsor equity, and $2.475 billion in TRI
rolled equity. Refinitiv's LTM ended June 30, 2018 revenue and
EBITDA was $6.2 billion and $1.9 billion, respectively.
KEY RATING DRIVERS
Transaction Rationale: Fitch views the basis for the carve-out of
Refinitiv from TRI cautiously. The added benefit of leveraging
Blackstone's relationships in the financial services industry are a
modest positive at best, although Fitch takes comfort from
Blackstone's historical success with this after it acquired Ipreo.
Fundamentally, the underlying challenges facing Refinitiv's desktop
business remain roughly the same regardless of the carve-out. The
opportunity to remove $650 million in costs on run rate basis net
of standalone costs would be a credit positive on its own but is
overwhelmed by interest expense associated with the significant
amount of leverage being put on the business.
Stand Alone Operating Profile: Fitch believes Refinitiv will
continue to perform comparably to recent past meaning low
single-digit top line growth assuming no further strategic desktop
pricing adjustments. Further margin expansion potential is
significant, approximately 800 basis points, driven by the cost
takeout opportunities. Fitch takes comfort from the management team
and investment consortium's support for $500M in upfront costs
necessary to achieve the long term cost saving. TRI may not have
been willing to fund these investments given the amount it already
invested to drive Refinitiv's recent operating improvements and how
that would affect competing priorities.
Leverage & Capital Structure: Pre-synergy closing leverage of 7.5x
is high for the 'BB' category. However, Fitch expects leverage to
approach 5.0x over the rating horizon driven by margin expansion
from cost restructuring along with debt repayment. Fitch's rating
case assumptions include less than 85% of the company's expected
cost savings and more than two-thirds of free cash flow to be used
for debt repayment. Secured recovery is expected to be superior
supporting a +1 notching while Fitch notches the unsecured debt -2
as 80% of Refinitiv's debt is secured. Fitch excludes the HoldCo
preferred PIK security from its leverage calculations as it is
outside the rated entity and is structurally subordinated to the
rated debt and there is no security or cash interest payment
requirements.
Market Position: Refinitiv is the leading provider of commodities
and foreign exchange (FX) data, where it provides the largest
platform of real-time FX pricing and transaction data to the
world's largest number of traders. It also has one of the leading
positions for trading fixed income, derivatives and money market
products through Tradeweb which offers a global
multi-dealer-to-client platform. In addition, the open platform
nature of its data management platform has been well received by
both sell-side and buy-side users.
TRI Relationship: Fitch views Refinitiv's post-transaction
association with TRI, a higher rated entity, positively. Although
Fitch acknowledges TRI lacks majority economic and voting control
over Refinitiv, which is atypical in parent subsidiary linkage
situations, Fitch finds TRI's influence over Refinitiv's strategic
decisions and large equity stake warrants the establishment of a
parent subsidiary linkage. This includes TRI's control of four of
nine board seats and consent rights over major fundamental matters
and operational overlap with the 30-year Reuters' news agreement
and multi-year reciprocal back office support agreements. As such,
although 5x steady state leverage would be consistent with a 'BB-'
rating even for a DAP oriented business exhibiting operating
characteristics similar to Refinitiv, Fitch believes the TRI
relationship warrants a one notch uplift to 'BB'.
DERIVATION SUMMARY
Refinitiv is comparably positioned among financial information
providers within business services DAP peers with meaningful scale,
good margins with potential to operate closer to more highly rated
peers with synergies, and strong FCF generation. Absent leverage
associated with the transaction its business and financial profile
would be consistent with the lower- to middle part of the 'BBB'
rating category. Leverage associated with the transaction makes the
company an outlier relative to its peers and more consistent with
the lower-end of the 'BB' category. However, Fitch includes
Refinitiv's continued strong relationship with TRI post transaction
as a component of Refinitiv's 'BB' IDR given TRI's board position
and consent rights and operational and support agreements between
the companies.
KEY ASSUMPTIONS
Fitch's Key Assumptions Within Its Rating Case for the Issuer
- Low single digit revenue growth reflecting mid-single digit
data platform growth and modest declines in desktop.
- Eight points of margin expansion with realization of $550M run
rate synergies net of $90M standalone costs by year four.
- Debt pay down limited to expected amortization and excess cash
flow payments.
- $450M capex, $100 million bolt-on acquisitions, and $40 million
- $50 million cash pension contributions annually.
RATING SENSITIVITIES
Developments That May, Individually or Collectively, Lead to
Positive Rating Action
- Leverage sustained below 5x;
- FCF margin sustained above 15%;
- Sustained positive revenue growth in both desktop and data
platform segments;
- Material voluntary debt reduction.
Developments That May, Individually or Collectively, Lead to
Negative Rating Action
- Leverage does not decline below 6x within 18 to 24 months;
- FCF margin sustained below 10%;
- Accelerating deterioration in desktop segment not offset by
data platform business;
- Reduced expectation of moderate linkage to TRI or negative
rating action at TRI.
LIQUIDITY
Refinitiv's liquidity profile is currently unknown. Although final
closing cash balances (excluding cash held in subsidiaries with
regulatory, legal or contractual restrictions) are expected to be
sufficient to allow the company to operate in the normal course,
the exact amount will not be finalized until closing. Fitch expects
manageable scheduled maturities, although final terms for either
the credit agreement or bond indentures have yet to be determined.
FULL LIST OF RATING ACTIONS
Fitch has assigned the following first-time ratings:
Financial & Risk (Cayman) Parent Ltd.
-- Long-Term IDR 'BB'.
Financial & Risk US Holdings, Inc.
-- Long-Term IDR 'BB';
-- Senior secured bank loans 'BB+'/'RR2';
-- Senior secured notes 'BB+'/'RR2';
-- Senior unsecured notes 'B+'/'RR6'.
The Rating Outlook is Stable.
GATHERING PLACE: Taps Allen Stovall as Legal Counsel
----------------------------------------------------
The Gathering Place of Columbus seeks approval from the U.S.
Bankruptcy Court for the Southern District of Ohio to hire Allen
Stovall Neuman Fisher & Ashton LLP as its legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; assist in any potential sale of its real
properties and other assets; give advice regarding debt and lease
restructuring and related transactions; assist in the preparation
of a plan of reorganization; and provide other legal services
related to its Chapter 11 case.
The normal hourly rate for J. Matthew Fisher, Esq., a partner at
Allen Stovall and the attorney who will be handling the case, is
$335. The attorney, however, has agreed to reduce his hourly rate
to $300.
These Allen Stovall attorneys may also provide services at these
reduced rates:
Thomas Allen Partner $300
Richard Stovall Partner $300
Rick Ashton Partner $285
James Coutinho Associate $225
Erin Gapinski Associate $200
Jeffrey Corcoran Associate $200
Philip Stovall Associate $170
Prior to the petition date, the firm received a retainer of $2,500
from the Debtor.
Mr. Fisher disclosed in a court filing that he and his firm neither
hold nor represent any interest adverse to the Debtor and its
estate.
Allen Stovall can be reached through:
Thomas R. Allen, Esq.
J. Matthew Fisher, Esq.
Erin L. Gapinski, Esq.
Allen Stovall Neuman Fisher & Ashton LLP
17 South High Street, Suite 1220
Columbus, OH 43215
Telephone: (614) 221-8500
Facsimile: (614) 221-5988
E-mail: allen@aksnlaw.com
E-mail: fisher@aksnlaw.com
E-mail: gapinski@aksnlaw.com
About The Gathering Place of Columbus
The Gathering Place of Columbus is an Ohio non-profit 501(c)(3)
religious organization serving the Columbus area, operating out its
church facility located at 3550 E. Deshler Ave., Columbus, OH
43227. It was founded in May of 1993, as an Ohio non-profit
corporation then known as Romans Church of God of the Apostolic
Faith, Inc. Effective Jan. 1, 2014, the organization merged with
another Ohio non-profit corporation called The Gathering Place of
Columbus.
The Gathering Place of Columbus sought protection under Chapter 11
of the Bankruptcy Code (Bankr. S.D. Ohio Case No. 18-55347) on
August 24, 2018. At the time of the filing, the Debtor estimated
assets of $1 million and liabilities of $1 million. Judge C.
Kathryn Preston presides over the case.
GREATER CLEVELAND: Seeks to Hire BMC Income Tax
-----------------------------------------------
Greater Cleveland Avenue Christian Church seeks approval from the
U.S. Bankruptcy Court for the Middle District of North Carolina to
hire BMC Income Tax & Financial Services, Inc.
The firm will assist the Debtor in the preparation of its payroll
reporting returns and yearly 1099's.
Byron Clark, the BMC professional who will be providing the
services, will charge a monthly rate of $250.
Mr. Clark disclosed in a court filing that he and his firm do not
have interest adverse to the interest of the Debtor's creditors.
BMC can be reached through:
Byron M. Clark
BMC Income Tax & Financial Services, Inc.
2005 Ames Blvd.
Marrero, LA 70072
Phone: (504) 341-0565
About Greater Cleveland Avenue
Christian Church
Greater Cleveland Avenue Christian Church is a non-profit religious
organization in Winston-Salem, North Carolina.
Greater Cleveland Avenue Christian Church sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. M.D.N.C. Case No.
18-50410) on April 20, 2018. Bishop Sheldon M. McCarter, member
and pastor, signed the petition. At the time of the filing, the
Debtor estimated assets and liabilities of $1 million to $10
million. Judge Catharine R. Aron presides over the case. Samantha
K. Brumbaugh, Esq., at Ivey, McClellan, Gatton & Siegmund, LLP, is
the Debtor's legal counsel.
GULF FINANCE: Bank Debt Trades at 14% Off
-----------------------------------------
Participations in a syndicated loan under which Gulf Finance LLC is
a borrower traded in the secondary market at 85.75
cents-on-the-dollar during the week ended Friday, August 31, 2018,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 0.92 percentage points from the
previous week. Gulf Finance pays 525 basis points above LIBOR to
borrow under the $1.15 billion facility. The bank loan matures on
August 25, 2023. Moody's rates the loan 'B3' and Standard & Poor's
gave a 'B' rating to the loan. The loan is one of the biggest
gainers and losers among 247 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday,
August 31.
HELIX GEN: Bank Debt Trades at 3% Off
-------------------------------------
Participations in a syndicated loan under which Helix Gen Funding
LLC is a borrower traded in the secondary market at 96.67
cents-on-the-dollar during the week ended Friday, August 31, 2018,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 0.93 percentage points from the
previous week. Helix Gen pays 425 basis points above LIBOR to
borrow under the $1.675 billion facility. The bank loan matures on
June 2, 2024. Moody's rates the loan 'Ba2' and Standard & Poor's
gave a 'BB' rating to the loan. The loan is one of the biggest
gainers and losers among 247 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday,
August 31.
HERCULES CAPITAL: S&P Withdraws 'BB+' Issuer Credit Rating
----------------------------------------------------------
S&P Global Ratings said it withdrew its 'BB+' issuer credit rating
on Hercules Capital Inc. at the company's request. At the time of
the withdrawal, the outlook was stable.
The withdrawal follows S&P's downgrade of Hercules Capital to 'BB+'
on Sept. 5, 2018. Recently, the company's board of directors
approved the application of the modified asset coverage requirement
allowed by the Small Business Credit Availability Act. As a result,
the company will be subject to a 150% asset coverage requirement,
as opposed to the current 200% asset coverage requirement, one year
from the date of approval. Further, S&P expects the company to seek
shareholder approval in December 2018. At the time of the
downgrade, S&P revised its anchor, or starting point, for its
rating on Hercules Capital to 'bb+', in line with other companies
that either received board or shareholder approval to adopt the new
regulation.
HOLBROOK/SEARIGHT: Case Summary & 8 Unsecured Creditors
-------------------------------------------------------
Debtor: Holbrook/Searight LLC
7125 224th Street SW
Edmonds, WA 98026
Business Description: Holbrook/Searight LLC is a privately held
company that was incorporated on Mar 22,
2002 as a profit Limited Liability Company
registered at 7125 224th St SW, Edmonds,
Washington.
Chapter 11 Petition Date: September 6, 2018
Court: United States Bankruptcy Court
Western District of Washington (Seattle)
Case No.: 18-13500
Judge: Hon. Timothy W. Dore
Debtor's Counsel: Thomas D. Neeleman, Esq.
NEELEMAN LAW GROUP, P.C.
1904 Wetmore Ave Ste 200
Everett, WA 98201
Tel: 425-212-4800
Email: courtmail@expresslaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Timothy R. Holbrook, managing member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's eight unsecured creditors is available for
free at:
http://bankrupt.com/misc/wawb18-13500.pdf
HUDSON'S BAY: Bank Debt Trades at 4% Off
----------------------------------------
Participations in a syndicated loan under which Hudson's Bay Co is
a borrower traded in the secondary market at 95.60
cents-on-the-dollar during the week ended Friday, August 31, 2018,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 0.57 percentage points from the
previous week. Hudson's Bay pays 325 basis points above LIBOR to
borrow under the $500 million facility. The bank loan matures on
September 30, 2022. Moody's rates the loan 'B3' and Standard &
Poor's gave a 'BB-' rating to the loan. The loan is one of the
biggest gainers and losers among 247 widely quoted syndicated loans
with five or more bids in secondary trading for the week ended
Friday, August 31.
HYLAS YACHTS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Hylas Yachts Inc.
3 Glovers Square
Marblehead, MA 01945
Business Description: Hylas Yachts Inc. is a boat dealer in
Marblehead, Massachusetts. Hylas Yachts
builds and sells offshore cruising and
sailing yachts 46 feet to 66 feet in length.
The company was established in 1971 and
incorporated in 1998.
Chapter 11 Petition Date: September 7, 2018
Court: United States Bankruptcy Court
District of Maryland (Baltimore)
Case No.: 18-21882
Judge: Hon. David E. Rice
Debtor's Counsel: Tate Russack, Esq.
RLC LAWYERS & CONSULTANTS
7999 N. Federal Hwy, Ste 100 A
Boca Raton, FL 33487
Tel: 561-571-9601
410-353-2176
561-571-9610
Fax: 800-883-5692
Email: tate@russack.net
Total Assets: $2,780,001
Total Liabilities: $2,104,018
The petition was signed by Kyle Jachney, vice 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/mdb18-21882.pdf
INTEMA SOLUTIONS: Quebec Court Allows Request for CCAA Proceedings
------------------------------------------------------------------
Intema Solutions Inc. disclosed that the Superior Court of Quebec
(Commercial Division) on Aug. 29, 2018, allowed its request for
the issuance of a initial order under the Companies' Creditors
Arrangement Act (the Bankruptcy and Insolvency Act, Part 1
Proposal) (the "Act"). The Company intends to use the provisions
of the Act to prepare and present an arrangement to its creditors.
Under the terms of the order, Demers Beaulne Inc. will act as
court-appointed trustee in the proceedings under the Act and will
assist the corporation in developing its restructuring plan. The
company has not yet developed a restructuring plan. The Company's
management intends to make regular updates with respect to its
restructuring plan.
As a result of current circumstances, the Corporation's board of
directors has determined that, because of the current situation, it
was in the best interest of its shareholders, employees and
creditors to be under the protection of the Act.
About Intema Solutions Inc.
Intema -- http://www.intema.com/-- develops technologies for
marketing and services related to predictive marketing,
relationship marketing, database marketing and Blockchain
applications. Since its inception, Intema has dedicated its
efforts to deliver key solutions to the marketing industry. Amongst
its clients are companies of all sizes in North America.
INTERVAL ACQUISITION: Moody's Cuts $262MM Unsec. Notes Rating to B1
-------------------------------------------------------------------
Moody's Investors Service downgraded the rating on Interval
Acquisition Corp's $262 million (outstanding following the par for
par exchange) senior unsecured notes due 2023 to B1 from Ba3
following the closing of the acquisition of Interval's parent by
Marriott Vacations Worldwide Corporation on September 1, 2018. At
the same time, Moody's withdrew the Interval's Ba2 Corporate Family
Rating, Ba2-PD Probability of Default Rating, and its SGL-2
Speculative Grade Liquidity rating. This concludes the review that
was initiated on May 3, 2018.
The downgrade of the Interval notes -- to one notch below the
rating of the unsecured notes issued by Marriott Ownership Resorts,
Inc. ("MORI", Ba2 stable) to effectuate the acquisition -- reflects
that the Interval notes do not benefit from the guarantee from MORI
subsidiaries. Following a par for par exchange offer, whereby
noteholders of $88 million of the Interval notes exchanged for MORI
notes, there is $262 million of Interval notes remaining. The
company may make a 101 put offer to the remaining Interval
noteholders within 30 days of the transaction close on September 1.
The withdrawal of Interval's other ratings reflects the closing of
the acquisition, whereby Interval Acquisition is now a subsidiary
of Marriott Vacations Worldwide Corporation.
Downgrades:
Issuer: Interval Acquisition Corp
Senior Unsecured Regular Bond/Debenture, Downgraded to B1 (LGD5)
from Ba3 (LGD5)
Withdrawals:
Issuer: Interval Acquisition Corp
Probability of Default Rating, Withdrawn , previously rated Ba2-PD
on review for downgrade
Speculative Grade Liquidity Rating, Withdrawn , previously rated
SGL-2
Corporate Family Rating, Withdrawn , previously rated Ba2 on review
for downgrade
RATINGS RATIONALE
Following the close of the acquisition, MORI and Interval are
subsidiaries of Marriott Vacations Worldwide Corporation. Herein
Moody's discusses the operations of the combined companies'
operations, referred to as MVW. MVW's credit profile benefits from
its strong brand presence in the upscale segment of the timeshare
industry, its geographic diversity, and the large portion of its
earnings -- almost 75% -- derived from recurring and fee based
sources such as resort management and exchange, rentals, and
consumer finance. The company also benefits from its position as
the second largest vacation ownership company in terms of revenues
and number of owners, and second largest timeshare exchange network
in terms of members -- both trailing only Wyndham Destinations (Ba2
stable). MVW is constrained by its exposure to the general risks
associated with its focus on the timeshare industry and its high
pro forma leverage -- Moody's estimate for leverage is about 5.5x
pro forma for the acquisition, which Moody's expects will be
reduced to 5.0x by the end of fiscal 2019 through earnings
improvement, the realization of cost synergies and absolute debt
repayment (its metrics include Moody's standard adjustments and
100% of securitized debt).
MVW's stable rating outlook reflects its view that the company will
achieve and maintain leverage (including Moody's standard
adjustments and 100% of securitized debt) of about 5.0x.
IQOR US: Bank Debt Trades at 11% Off
------------------------------------
Participations in a syndicated loan under which iQor US
Incorporated is a borrower traded in the secondary market at 88.67
cents-on-the-dollar during the week ended Friday, August 31, 2018,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents a decrease of 2.92 percentage points from the
previous week. iQor US pays 875 basis points above LIBOR to borrow
under the $170 million facility. The bank loan matures on February
20, 2022. Moody's rates the loan 'Caa3' and Standard & Poor's gave
a 'CC' rating to the loan. The loan is one of the biggest gainers
and losers among 247 widely quoted syndicated loans with five or
more bids in secondary trading for the week ended Friday, August
31.
JC PENNEY: S&P Cuts Ratings on 8 Classes From 5 Deals to 'CCC+'
---------------------------------------------------------------
S&P Global Ratings lowered its ratings on eight classes from five
transactions linked to J.C. Penney Co. Inc. debentures to 'CCC+'
from 'B-'.
S&P's ratings on all eight classes of certificates are dependent on
its rating on the underlying security, J.C. Penney Co. Inc.'s
7.625% debentures due March 1, 2097 ('CCC+').
The rating actions reflect the Aug. 17, 2018, lowering of S&P's
rating on the underlying security to 'CCC+' from 'B-'.
S&P may take additional rating actions on these transactions due to
subsequent changes in its rating assigned to the underlying
security.
RATINGS LOWERED
CABCO Trust For JC Penney Debentures Series 1999-1
U.S. $52.65 million series trust certificates due March 1, 2097
Rating
Class To From
Certificates CCC+ B-
CorTS Trust For J.C. Penney Debentures
U.S. $100 million corporate-backed trust securities (CorTS)
certificates Rating
Class To From
Certificates CCC+ B-
Corporate-Backed Callable Trust Certificates J. C. Penney
Debenture-Backed Series 2006-1
U.S. $27.5 million series 2006-1
Rating
Class To From
A-1 CCC+ B-
A-2 CCC+ B-
Corporate-Backed Callable Trust Certificates J.C. Penney
Debenture-Backed Series 2007-1 Trust
U.S. $55 million corporate-backed callable trust certificates \
J.C. Penney debentures-backed series 2007-1
Rating
Class To From
A-1 CCC+ B-
A-2 CCC+ B-
Structured Asset Trust Unit Repackaging (SATURNS) J.C. Penney
Company U.S. $54.5 million units series 2007-1
Rating
Class To From
A CCC+ B-
B CCC+ B-
KONA GRILL: Signs Two-Year Employment Agreements with Executives
----------------------------------------------------------------
Kona Grill, Inc., has entered into employment agreements with each
of Berke Bakay, executive chairman of the Board of Directors, a
position he was appointed to on Aug. 7, 2018, after previously
serving as the Company's president and chief executive officer
since Jan. 30, 2012; James Kuhn, chief executive officer, chief
operating officer and president, positions he was appointed to on
Aug. 7, 2018, after previously serving as the Company's chief
operating officer; and Christi Hing, chief financial officer, a
position she has held since Feb. 28, 2012. The term of the
Employment Agreements is two years.
Mr. Bakay's Amended and Restated Employment Agreement provides that
his annualized base salary is $350,000 which may be increased
annually by the Board in its sole discretion. Mr. Kuhn's
Employment Agreement provides that his annualized base salary is
$350,000, increasing to $400,000 effective Jan. 1, 2019, and may be
increased annually by the Board in its sole discretion. Ms. Hing's
Employment Agreement provides that her annualized base salary is
$250,000 which may be increased annually by the Board in its sole
discretion.
Each Executive will also be eligible to receive an annual incentive
bonus for each calendar year at the end of which they remain
employed by the Company and any additional bonuses as determined by
the Board in its sole discretion.
Pursuant to a plan determined annually by the Board and issued
pursuant to a stock option agreement, each Executive will also be
eligible to be granted long-term incentive grants of stock options,
which, if granted, would vest 25% each year over a four-year period
beginning on the first anniversary date of the date of grant.
Any stock option agreement related to such a grant would provide
for a "cashless exercise" provision. Vested stock options may be
exercised by each such Executive during the term of the their
Employment Agreement and for three months thereafter except for
situations relating to termination for cause (option terminates),
death or disability (vested portion continues to be exercisable for
12 months).
Each Executive's stock options fully vest in the event of a
termination without cause or with "Good Reason". Finally, in the
event of a "Change in Control" event, all of such executive's
unvested stock options will immediately vest and be immediately
exercisable. A "Change in Control" includes (a) merger or sale of
substantially all of the assets of the Company and (b) certain
transactions where a person or group of persons become the owners
of 30% or more of the total combined voting power of the Company's
securities.
If the Company terminates such Executive's employment without cause
or if such executive terminates their employment for "Good Reason,"
they will be entitled to (a) any base salary earned but unpaid as
of the date of termination and any other payments pursuant to other
benefit plans, including without limitation medical and dental
benefits and unused vacation; (b) six months of base salary and a
pro-rata portion of any incentive bonus payable for that year
(subject to certain conditions such as entering into a general
release with the Company); and (c) unvested stock options scheduled
to vest over a 12 month period following termination will be vested
and remain exercisable except if any such termination occurs before
the first anniversary of their Employment Agreement, unvested stock
options scheduled to vest over a 24 month period following
termination will immediately vest and be immediately exercisable.
"Good Reason" includes (a) any material reduction in the amount or
type of compensation paid to such executive or material reduction
in benefits inconsistent with benefit reductions taken by other
members of the Company's senior management; (b) the Board of
Directors requesting such executive to engage in actions that would
constitute illegal or unethical acts; (c) or, in the case of Berke
Bakay and Christi Hing only, the Board of Directors requiring
either of them to be based in any office or location other than
facilities within 50 miles of Phoenix, Arizona; or (d) any material
breach of any contract entered into between each and the Company or
an affiliate of the Company, including the Employment Agreement,
which is not remedied by the Company within 30 days after receipt
of notice of breach.
Amendment No. 1 to the 2012 Stock Award Plan
Effective Sept. 4, 2018, the Company entered into Amendment No. 1
to Kona Grill, Inc. 2012 Stock Award Plan Stock Option Agreements
with Mr. Bakay to amend certain provisions within the vesting
schedule section of the stock option agreements previously entered
into with Mr. Bakay to conform to terms of Mr. Bakay's previous and
existing employment agreements. Amendment No. 1 includes among
others, that the vesting schedule will be accelerated for certain
events as defined in the Amended and Restated Employment
Agreement.
About Kona Grill
Kona Grill, Inc., headquartered in Scottsdale, Arizona, Kona Grill,
Inc. -- http://www.konagrill.com/-- currently owns and operates 45
restaurants in 22 states and Puerto Rico. Additionally, Kona Grill
has two restaurants that operate under a franchise agreement in
Dubai, United Arab Emirates, and Vaughan, Canada.
Kona Grill incurred a net loss of $23.43 million in 2017 and a net
loss of $21.62 million in 2016. As of June 30, 2018, Kona Grill
had $85.02 million in total assets, $77.17 million in total
liabilities and $7.85 million in ttoal stockholders' equity.
The Company has incurred losses resulting in an accumulated deficit
of $79.7 million, has a net working capital deficit of $7.6 million
and outstanding debt of $37.8 million as of Dec. 31, 2017. The
Company said in its 2017 Annual Report that these conditions
together with recent debt covenant violations and subsequent debt
covenant waivers and debt amendments, raise substantial doubt about
its ability to continue as a going concern.
KUM GANG: Hires McCallion & Associates LLP as Counsel
-----------------------------------------------------
Kum Gang, Inc. seeks authority from the U.S. Bankruptcy Court for
the Eastern District of New York (Brooklyn) to hire McCallion &
Associates LLP as counsel.
Professional services McCallion & Associates will provide the
Debtor are:
a. advise the Debtor with respect to its powers and duties as
debtor in possession in the continued management and operation of
its business and property;
b. advise and consult on the conduct of this chapter 11 case,
including all legal and administrative requirements of operating in
chapter 11;
c. attend meetings and negotiate with representatives of
creditors and other parties of interest;
d. take all necessary actions to protect and preserve the
Debtor's estate, including prosecuting actions on the Debtor's
behalf, defending any action commenced against the Debtor, and
representing the Debtor in negotiations concerning litigation in
which the Debtor is involved, including objections to claims filed
against the Debtor's estate;
e. represent the Debtor in connection with obtaining authority
to continue using cash collateral and postpetition financing;
f. advise the Debtor in connection with any potential sale of
assets;
g. appear before the Court and any appellate courts to
represent the interests of the Debtor's estate;
h. advise the Debtor regarding tax matters;
i. take any necessary action on behalf of the Debtor to
negotiate, prepare, and obtain approval of a disclosure statement
and confirmation of a chapter 11 plan and all documents related
thereto;
j. perform all other necessary legal services for the Debtor
in connection with the prosecution of this Chapter 11 case,
including (i)analyzing the Debtor's leases and contracts and the
assumption and assignment or rejection thereof; (ii) analyzing the
validity of liens against the Debtor; and (iii) advising the Debtor
on corporate and litigation matters.
McCallion & Associates LLP is a "disinterested person" within the
meaning of Section 101(14) and 327 of the Bankruptcy Code, as
stated in the court filing.
Kenneth F. McCallion, the attorney directly responsible for KGI's
representation, will charge $350 per hour for his services.
The counsel can be reached through:
Kenneth F. McCallion, Esq.
McCallion & Associates, LLP
100 Park Ave #1600
New York, NY 10017
Phone: +1 646-366-0880
Fax: 1-646-366-1384
E-mail: kfm@mccallionlaw.com
About Kum Gang, Inc.
Based in Flushing, New York, Kum Gang, Inc., filed a Voluntary
Petition for relief under Chapter 11 of the Bankruptcy Code (Bankr.
E.D.N.Y. Case No. 18-43997) on July 12, 2018, listing under $1
million in both assets and liabilities. The Debtor is represented
by Kenneth F. McCallion, Esq. at McCallion & Associates LLP as
counsel.
LA CASA DE PEDRO: Taps Robert O'Neil as Accountant
--------------------------------------------------
La Casa de Pedro, Inc. seeks approval from the U.S. Bankruptcy
Court for the District of Massachusetts to hire an accountant.
The Debtor proposes to employ Robert O'Neil, a certified public
accountant, to prepare periodic statements of its operations;
prepare projections and other financial statements; and provide
other accounting services.
Mr. O'Neil will be paid a retainer of $3,000 per month for his
services.
In a court filing, Mr. O'Neil disclosed that he is a "disinterested
person" as defined in section 101(14) of the Bankruptcy Code.
Mr. O'Neil maintains an office at:
Robert L. O'Neil
2424 Mystic Valley Parkway
Medford, MA 02155
Phone: (781) 396-2773
About La Casa de Pedro
La Casa de Pedro, Inc. -- http://lacasadepedro.com/-- is a
restaurant that offers Venezuelan & Spanish cuisine. Owner and
Executive Chef Pedro Alarcon serves dishes that highlight the
traditions of his native Venezuela and broader Latin American
heritage.
La Casa de Pedro, Inc., based in Watertown, MA, filed a Chapter 11
petition (Bankr. D. Mass. Case No. 18-11916) on May 23, 2018. In
the petition signed by Pedro Alarcon, president, treasurer,
secretary and sole director, the Debtor estimated $500,000 to $1
million in assets and $1 million to $10 million in liabilities.
The Hon. Joan N. Feeney presides over the case. Nina M. Parker,
Esq., at Parker & Associates, serves as bankruptcy counsel.
LANDS' END: Bank Debt Trades at 4% Off
--------------------------------------
Participations in a syndicated loan under which Lands' End is a
borrower traded in the secondary market at 95.80
cents-on-the-dollar during the week ended Friday, August 31, 2018,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 0.58 percentage points from the
previous week. Lands' End pays 325 basis points above LIBOR to
borrow under the $515 million facility. The bank loan matures on
April 4, 2021. Moody's rates the loan 'B3' and Standard & Poor's
gave a 'B-' rating to the loan. The loan is one of the biggest
gainers and losers among 247 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday,
August 31.
Lands' End is an American clothing and home decor retailer based in
Dodgeville, Wisconsin, that specializes in casual clothing,
luggage, and home furnishings.
LANE-GLO BOWL: Palm Harbor Law Hired as Counsel
-----------------------------------------------
Lane-Glo Bowl, Inc., seeks approval from the United States
Bankruptcy Court for the Middle District of Florida, Tampa
Division, to employ Joel S. Treuhaft, Esq., and Palm Harbor Law
Group, P.A. as its attorney.
Palm Harbor Law will render these services:
(a) give the Debtor legal advice with respect to its powers
and duties as Debtor and as Debtor-in Possession in the continued
operation of its business and management of its property; if
appropriate.
(b) prepare, on the behalf of your applicant, necessary
applications, answers, orders, reports, complaints, and other legal
papers and appear at hearings thereon.
(c) perform all other legal services for Debtor as
Debtor-in-Possession which may be necessary, and it is necessary
for Debtor as Debtor-in-Possession to employ this attorney for such
professional services.
Palm Harbor Law will be employed by the Debtor under a general
retainer agreement with fees to be awarded upon proper application
to this Court.
Palm Harbor Law attests that the firm has no connection with the
Debtor, the Creditors, or any other party in interest, or any party
in interest, or their respective attorneys.
Palm Harbor Law Group, P.A. can be reached at:
Joel S. Treuhaft, Esq.
Palm Harbor Law Group, P.A.
2991 Alternate 19, Suite B
Palm Harbor, FL 34683
Tel: (727) 797-7799
Fax: (727) 213-6933
About Lane-Glo Bowl
Lane-Glo Bowl, Inc., filed a voluntary Chapter 11 petition (Bankr.
M.D. Fla. Case No. 18-05861) on July 16, 2018, listing under $1
million in both assets and liabilities, and is represented by Joel
S. Treuhaft, Esq., at Palm Harbor Law Group, P.A.
LANNETT CO: Bank Debt Trades at 19% Off
---------------------------------------
Participations in a syndicated loan under which Lannett Co
Incorporated is a borrower traded in the secondary market at 81.31
cents-on-the-dollar during the week ended Friday, August 31, 2018,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 0.88 percentage points from the
previous week. Lannett Co. pays 538 basis points above LIBOR to
borrow under the $635 million facility. The bank loan matures on
November 20, 2022. Moody's rates the loan 'B3' and Standard &
Poor's gave a 'B' rating to the loan. The loan is one of the
biggest gainers and losers among 247 widely quoted syndicated loans
with five or more bids in secondary trading for the week ended
Friday, August 31.
LATITUDE SOLUTIONS: Taps Donica Law Firm as Litigation Counsel
--------------------------------------------------------------
Carey Ebert, the Chapter 11 trustee for Latitude Solutions, Inc.,
seeks approval from the U.S. Bankruptcy Court for the Northern
District of Texas to hire Donica Law Firm, P.A., as special
litigation counsel.
The firm will help the trustee collect the judgment she obtained
against F&T Water Solutions, LLC, in an adversary case (Adv. No.
04-4084).
Donica Law Firm will receive a contingent fee of 30% of the gross
amount recovered, plus reimbursement of work-related expenses.
Herbert Donica, Esq., at Donica Law Firm, disclosed in a court
filing that his firm has no connection with the Debtor or its
creditors, the trustee or any "party in interest."
The firm can be reached through:
Herbert R. Donica, Esq.
Donica Law Firm, P.A.
106 S Tampania Ave., Suite 250
Tampa, FL 33609
Phone: (813) 878-9790
About Latitude Solutions
Latitude Solutions, Inc. is a publicly traded corporation that owns
intellectual property involved with the manufacture of water
remediation plants.
The Debtor filed a voluntary petition for relief under Chapter 7 of
the Bankruptcy Code (Bankr. N.D. Tex. Case No. 12-46295) on Nov. 9,
2012. Carey Ebert was appointed the Chapter 7 trustee.
On April 5, 2013, the court entered an order converting the case to
one under Chapter 11, and Ms. Ebert was appointed the Chapter 11
trustee. The Chapter 11 trustee tapped Kenneth A. Hill, Esq., at
Quilling, Selander, Lownds, Winslett & Moser, P.C., as her legal
counsel.
LONESTAR RESOURCES: Fitch Assigns B- LongTerm IDR, Outlook Stable
-----------------------------------------------------------------
Fitch Ratings has assigned first-time, long-term Issuer Default
Ratings (IDR) of 'B-' to Lonestar Resources US, Inc. and Lonestar
Resources America, Inc. (LRAI). Fitch has also assigned a
'BB-'/'RR1' rating to LRAI's senior secured bank credit facility
and a 'B+'/'RR2' rating to the senior unsecured notes. The Rating
Outlook is Stable.
LONE's rating reflects its small, liquid-focused production profile
(11.1 mboe/d [79% liquids] as of June 30, 2018), competitive cash
netbacks, improving credit metrics, adequate liquidity position,
and recently extended debt maturities profile. Another
consideration is the company's reestablishment of operational
momentum and favorable well results leading to a mid-year increase
of 2018 production growth guidance to 68% (mid-point). These
considerations are offset by the company's relatively limited,
non-contiguous Eagle Ford acreage positon that requires management
to maintain a proactive acquisition strategy, which could heighten
operational execution and financial risks. Fitch recognizes,
however, that management has demonstrated an ability to complete
transactions that high-grade drilling inventory at attractive
valuations and targeted a long-run debt/EBITDA profile consistent
with or better than the current 'B-' rating.
KEY RATING DRIVERS
Liquids-Oriented Assets, Strong Realizations: LONE's acreage
position is located within the crude and condensate areas of the
Eagle Ford with production at June 30, 2018 comprised of 57% oil
and 22% NGLs. The company averages 74% working interest and 91% of
its acreage is held by production, which helps increase the
company's capex flexibility. LONE's location in the Eagle Ford also
allows the company to realize LLS-based pricing, which has averaged
over $3 above WTI YTD 2018. Fitch believes there is currently
adequate takeaway capacity out of the Eagle Ford reducing the
logistics issues and realized price pressure some Permian operators
are experiencing.
Small Size, but Growing: LONE's production as of June 30, 2018 was
11.1 mboe/d, which is small relative to 'B' category E&P peer
companies, but the reestablishment of operational momentum and
favorable well results has helped the company demonstrate
considerable growth during 1H2018. This has also resulted in the
company revising its full-year 2018 guidance upwards to 10.6-11.2
mboe/d from the 10.0-10.7 mboe/d range provided in March with early
2019 production guidance of 13.0-14.0 mboe/d suggesting a
continuation of production growth trends. Fitch recognizes LONE
will remain relatively small despite significant yoy growth rates,
but believes production risk is manageable due to the company's
strong well results and relatively robust unit economics, including
unhedged cash netback of approximately $23.10/boe at June 30, 2018.
LONE's favorable hedging policy also supports development funding.
Sustainable Growth Requires Acquisitions: LONE's growth since the
close of its two acquisitions -- the "Battlecat Acquisition" and
"Marquis Acquisition" -- in June 2017 has been meaningful, with
production increasing from 5.9 mboe/d in 2016 to 6.5 mboe/d in 2017
and guided production between 10.6-11.2 mboe/d in 2018. However, at
this rate of growth, Fitch believes it will be necessary for LONE
to maintain a proactive acquisition strategy to acquire additional
drilling inventory. Management has demonstrated an ability to
complete transactions that high-grade drilling inventory at
attractive valuations, helping moderate acquisition-related
operational and financial risks.
Approaching FCF Neutrality: Fitch's base case forecasts LONE will
be slightly FCF negative in 2018 with a relatively neutral profile
thereafter. The forecasted outspend is primarily driven by the
maintenance of drilling activity throughout 2018 to support 2019
production growth and hedge losses. LONE's reported cash impact of
hedge losses YTD is negative $8.7 million. Fitch views LONE's FCF
profile favorably, which contrasts with some similarly rated,
growth-oriented E&P peers.
Improving Credit Metrics Forecast: At June 30, 2018, LONE had
Fitch-calculated leverage of 4.6x, down from 5.9x at Dec. 31, 2017,
and is expected to continue to exhibit an improving credit metrics
profile, reaching 3.0x by YE 2018 in Fitch's base case. This
improvement, both over the past six months and over the forecast
period, is achieved via unit cost improvements and production
growth combined with a supportive commodity price environment,
which leads to substantial EBITDA growth. These metrics compare
favorably with similarly rated peers, such as Resolute Energy
Corporation (REN; B-/Stable) at 5.0x at June 30, 2018 and
forecasted to reach 3.3x in Fitch's base case by YE 2018.
DERIVATION SUMMARY
LONE is small relative to U.S. onshore E&P peers, with production
of 11.1 mboe/d at June 30, 2018 compared with production of 25.0
mboe/d for Jones Energy, Inc. (CCC-) and 24.0 mboe/d for REN.
However, LONE's reestablishment of operational momentum and
favorable well results has placed it on a relatively strong growth
trajectory, with planned yoy production growth of 68% (mid-point)
with manageable FCF outspend. This contrasts with 'CCC'-category
E&P peers who generally suffer from declining operational momentum
and limited liquidity. LONE also has a competitive cost position,
achieving unhedged cash netbacks of approximately $23.10/boe at
June, 30, 2018. While below the cash netbacks realized by many
Permian producers, it is on par with or better than 'B' category
issuers with higher cost, take-away constrained, or gas-oriented
positions. Additionally, LONE has solid and improving interest
coverage of 5.9x at June 30, 2018 from 3.2x at Mar. 31, 2018. LONE
is also exhibiting leverage metric improvements via EBITDA growth
with Fitch-calculated debt/EBITDA of 4.6x at June 30, 2018 compared
with 5.9x at Dec. 31, 2017. Fitch's base case forecasts leverage
metrics reach 3.0x by the end of 2018. In comparison, REN is at
5.0x at June 30, 2018 and forecast to improve to 3.3x in Fitch's
base case. Recent production growth has benefited debt/flowing
metrics resulting in an improvement to $38,714 at June 30, 2018 --
from $53,733 at Mar. 30, 2018. While this is generally higher than
similarly rated E&P peers, Fitch forecasts that LONE's upstream
debt metrics will continue to improve as the company grows
production, with debt/flowing barrel forecast to reach $36,277 and
$30,835 for 2018 and 2019, respectively.
KEY ASSUMPTIONS
Fitch's Key Assumptions Within the Rating Case for the Issuer
-- WTI of $65/bbl in 2018, $60/bbl in 2019, and $55/bbl
thereafter;
-- HH that trends up from $2.75/mcf to a longer-term price of
$3/mcf;
-- Production above 11 mboe/d, at the high end of management
guidance, in 2018 and above 13.5 mboe/d, at the mid-point of
management guidance, in 2019, followed by annual growth of roughly
10%;
-- Liquids mix remains constant throughout the forecast period;
-- Capex of approximately $120 million followed by production
growth-linked annual increases;
-- Revolver is extended and used to fund any FCF shortfalls;
-- No shareholder returns in the near-term.
Fitch's recovery analysis for LONE used both an asset value based
approach on observed transactions of like assets and a
going-concern (GC) approach, with the following assumptions:
-- Transactional and asset based valuations such as recent
transactions for the Eagle Ford basin on a $/acre basis as well as
SEC PV-10 estimates were used to determine a reasonable sales price
for the company's assets. The total acreage value comes out to
approximately $358 million, which is below the year-end 2017 SEC
Standardized Measure estimate of about $480 million.
-- The company's main driver of value is its 18,447 net acres in
the Western region and 31,861 net acres in the Central region of
the Eagle Ford. LONE also has 9,729 net acres in its more
prospective Eastern region, which has been ascribed a lower
valuation by Fitch.
Assumptions for the going-concern approach include:
-- Fitch assumed a bankruptcy scenario exit EBITDA of
approximately $110 million. The EBITDA estimate takes into account
a prolonged commodity price downturn ($52.5/WTI and $2.25/mcf gas
in 2018 moving toward $42.5/WTI and $2.0/mcf gas in 2019 and
$45.0/WTI and 2.5/mcf gas in 2020) causing lower than expected
production.
-- GC enterprise value (EV) multiple of 4.0x versus a historical
energy sector multiple of 6.7x. The multiple reflects the company's
small size and cash flow uncertainty at Fitch's stress case price
deck.
The recovery is based on the going concern enterprise value of the
company at $440 million. After administrative claims of 10%, there
is approximately $396 million available to creditors. The senior
secured revolver is expected to be drawn at about 80%, with the
banks likely reducing the borrowing base in a price downturn, and
is expected to recover fully for a Recovery Rating of 'RR1'. The
senior unsecured notes receive the remaining value and recover at
an 'RR2' level.
RATING SENSITIVITIES
Developments That May, Individually or Collectively, Lead to
Positive Rating Action
-- Production approaching 35-40 mboe/d on a sustained basis;
-- Demonstrated execution of A&D strategy resulting in the
addition of economic drilling locations and reserve growth;
-- Continued evidence of capital and financial discipline, with
leverage sustained at or below 3.0x.
Developments That May, Individually or Collectively, Lead to
Negative Rating Action
-- Operating EBITDA / Interest coverage approaching 1.5x;
-- Loss of operational momentum with reduction in production
volumes below 7 mboe/d on a sustained basis;
-- Leveraging transaction that heightens operational execution
and financial risks and leads to covenant pressure.
LIQUIDITY
Adequate Liquidity: LONE keeps a nominal amount of cash & cash
equivalents on the balance sheet. The company's primary source of
liquidity is the reserve-based revolving credit facility maturing
on July 29, 2020. Availability under the revolver is $106 million
as of June 30, 2018. The May 24, 2018 amendment to the credit
agreement increased the borrowing base to $190 million from $160
million. Fitch anticipates recent drilling success will support
further borrowing base increases near-term.
Extended Maturity Profile: The revolver ($84 million outstanding as
of June 30, 2018) matures in 2020, and the 11.25% unsecured notes
mature in 2023. LONE's 1H 2018 refinancing activity has improved
the company's liquidity and maturity profile. Proceeds from the
January 2018 issuance of $250 million unsecured notes were used to
pay off the $152 million of unsecured notes due 2019 and reduce
revolver borrowings.
FULL LIST OF RATING ACTIONS
Fitch has assigned the following ratings:
Lonestar Resources US, Inc.
-- Long-term IDR 'B-'.
Lonestar Resources America, Inc.
-- Long-Term IDR 'B-';
-- Senior secured bank credit facility 'BB-'/'RR1';
-- Senior unsecured notes 'B+'/'RR2'.
The Rating Outlook is Stable.
MADISON CHIROPRACTIC: Hires Sparkman Shepard & Morris as Counsel
----------------------------------------------------------------
Madison Chiropractic & Nutrition Center, LLC sought and obtained
authority from the United States Bankruptcy Court for the Northern
District of Alabama, Northern Division, to employ the law firm of
Sparkman, Shepard & Morris, P.C as its attorneys.
The Debtor said the bankruptcy estate appears to be capable of
reorganization, which the Debtor can best accomplish through the
employment of attorneys to assist in drafting plan of
reorganization, to file any motions and/or adversary proceeding
complaints as may be necessary to the proper administration of the
Estate during the Chapter 11 case, to represent the Estate in any
resulting trial and the various hearings through confirmation and
to prepare necessary orders and documents.
The firm's hourly billing rates are:
Tazewell T. Shepard $325
Kevin M. Morris $295
Tazewell T. Shepard, IV $250
The employment of the law firm of Sparkman, Shepard & Morris, P.C
as attorneys would be in the best interest of the Chapter 11 Estate
because the creditors are from numerous places and would as a
practical matter be unable to participate in the selection of an
attorney for the Estate.
Tazewell T. Shepard, Kevin M. Morris and Tazewell T. Shepard, IV
attest that they are a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code and qualified to
act as attorney in this case.
Madison Chiropractic & Nutrition Center, LLC, provides chiropractic
and nutritional services and products to the general public in the
greater Huntsville area. It sought Chapter 11 bankruptcy
protection (Bankr. N.D. Ala. Case No. 18-82075) on July 13, 2018,
listing under $1 million in both assets and liabilities. A copy of
the petition is available at no charge at
http://bankrupt.com/misc/alnb18-82075.pdf Lawyers at Sparkman,
Shepard & Morris, P.C., serves as counsel to the Debtor. Seaman,
Shinkunas & Lindgren, P.C. serves as its tax advisor.
MAGEE BENEVOLENT: Hires Craig M. Geno, PLLC, as Counsel
-------------------------------------------------------
Magee Benevolent Association dba Magee General Hospital seeks
authority from the U.S. Bankruptcy Court for the Southern District
of Mississippi (Jackson-3 Divisional Office) to hire the Law
Offices of Craig M. Geno, PLLC, as counsel.
Professional services required of the counsel are:
a. advise and consult with the Debtor regarding questions
arising from certain contract negotiations which will occur during
the operation of business by the Debtor;
b. evaluate and attack claims of various creditors who may
assert security interest in the assets and who may seek to disturb
the continued operation of the business;
c. appear in, prosecute, or defend suits and proceedings, and
to take all necessary and proper steps and other matters and things
involved in or connected with the affairs of the estate of the
Debtor;
d. represent the Debtor in court hearings and assist in the
preparation of contracts, reports, accounts, petitions,
applications, orders and other papers and documents as may be
necessary in the bankruptcy proceedings;
e. advise and consult with the Debtor in connection with any
reorganization plan which may be proposed in the bankruptcy
proceedings and any matter concerning the Debtor which arise out of
or follow the acceptance or consummation of such reorganization or
its rejection; and
f. perform such other legal services on behalf of the Debtor
as they become necessary in the proceeding.
Craig M. Geno will be paid at these hourly rates:
Partners $425
Associates $275
Paralegals $175
Craig M. Geno will be paid a retainer in the amount of $16,718,
including the filing fee. Craig M. Geno will also be reimbursed
for reasonable out-of-pocket expenses incurred.
Craig M. Geno, a partner at the Law Offices of Craig M. Geno, PLLC,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtor and its estates.
Craig M. Geno can be reached at:
Craig M. Geno, Esq.
Jarret P. Nichols, Esq.
LAW OFFICES OF CRAIG M. GENO, PLLC
587 Highland Colony Parkway
Ridgeland, MS 39157
Tel: (601) 427-0048
Fax: (601) 427-0050
E-mail: cmgeno@cmgenolaw.com
jnichols@cmgenolaw.com
About Magee General Hospital
Magee General Hospital serves as a general medical/surgical
facility in Magee, Mississippi. The Hospital offers medical
services in cardiology, audiology, dentistry, general surgery,
internal medicine, oncology, emergency care, and many other medical
services.
Magee General Hospital filed a petition for reorganization under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Mis. Case No.
18-03283) on Aug. 24, 2018. In the petition signed by CEO Sean
Johnson, the Debtor estimated $1 million to $10 million in assets
and liabilities. The case is assigned to Judge Katharine M.
Samson. The Law Offices of Craig M. Geno, PLLC, led by Craig M.
Geno, is the Debtor's counsel.
MAGEE BENEVOLENT: Hires Trilogy Healthcase Solutions as CRO, CFO
----------------------------------------------------------------
Magee Benevolent Association, d/b/a Magee General Hospital, seeks
authority from the U.S. Bankruptcy Court for the Southern District
of Mississippi (Jackson-3 Divisional Office) to hire Trilogy
Healthcase Solutions, Inc., as chief restructuring officer, as well
as chief financial officer, financial advisor and management
consultant.
Trilogy is required to:
a. perform a revise of MGH and MGH Operations including but
not limited to a review and assessment of its short and long-term
projected cash flows and ability to meet debt service and loan
covenant requirements;
b. perform a review the existing strategic plans for MGH and
MGH Operations and will actively pursue any additional strategies
and opportunities that the CRO identifies or deems necessary or
advisable under the circumstances;
c. prepare budgets for cash collateral, and other purposes;
prepare and review monthly operating reports, including schedules
of assets and liabilities and statements of financial affairs that
may be required for discussions with the Board, lenders and other
stakeholders;
d. assist in the identification and implementation of
financial, clinical, strategic, and operations improvement
opportunities;
e. develop and implement restructuring plans and lead a
strategic the planning process for maximizing the enterprise value
of MGH and MGH Operations;
f. assist with MGH's communications and negotiations with
other parties;
g. interface with MGH's employees, contractors, suppliers and
creditors, and shall regularly discuss with lenders and other key
stakeholders, aspects of MGH's financial and operational matters;
h. oversee and collaborate closely with MGH's CEO to organize,
administer, direct and control the restructuring of MGH as may be
necessary;
i. assist MGH and its capital providers with reports and cash
collateral approval;
j. assist MGH with any other reporting requirements connected
with this project and will assist MGH in its dealings with
creditors and other stakeholders;
k. manage any sale process approved by the Bankruptcy Court.
Trilogy's compensation are:
* For designation as CRO and the performance of management
services, Trilogy will charge $30,000, in advance, each month.
* For services of the CFO, Trilogy will charge $200 per hour.
* The transaction fee will be no less than $75,000.00.
* Trilogy received a retainer of $15,000.00 which will be
applied to the CRO engagement.
Bill Williams of Trilogy Health Solutions, Inc., assures the Court
that Trilogy is a disinterested person as that term is defined in
11 U.S.C. Sec. 101(14).
The CRO can be reached through:
William V. Williams, III
Trilogy Healthcase Solutions, Inc.
404 Legacy Park, Suite A
Ridgeland, Mississippi 39157
Phone: 601-427-5988
Fax: 769-524-4668
E-mail: bill@trilogy-health.com
About Magee General Hospital
Magee General Hospital serves as a general medical/surgical
facility in Magee, Mississippi. The Hospital offers medical
services in cardiology, audiology, dentistry, general surgery,
internal medicine, oncology, emergency care, and many other medical
services.
Magee General Hospital filed a petition for reorganization under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Mis. Case No.
18-03283) on Aug. 24, 2018. In the petition signed by CEO Sean
Johnson, the Debtor estimated $1 million to $10 million in assets
and liabilities. The case is assigned to Judge Katharine M.
Samson. Craig M. Geno, Esq. at the Law Offices of Craig M. Geno,
PLLC, is the Debtor's counsel.
MARK A ELLIS: Unsecureds to be Paid $631 Monthly at 5% Interest
---------------------------------------------------------------
Mark A. Ellis, DMD, PLLC, filed a small business disclosure
statement describing its first plan of reorganization dated August
31, 2018.
The Debtor is a licensed dental practice. The medical-dental
practice is a PLLC. The Debtor's main source of income comes from
the medical-dental practice. The Debtor was forced to file a
bankruptcy case due to slow start up in developing a client base.
General unsecured creditors are classified in Class 3 and will
receive a distribution of 100% of their allowed claims to be
distributed in a pro-rata basis. General unsecured creditors will
be paid $631 monthly plus 5% interest beginning Oct. 1, 2018 and
ending Sept. 1, 2038.
Payments and distributions under the plan will be funded by the
continued operation of the Debtor's medical practice.
A copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/tneb1-18-11917-60.pdf
About Mark A. Ellis, D.M.D.
Mark A. Ellis, D.M.D., PLLC, sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. E.D. Tenn. Case No. 18-11917) on April
30, 2018. In the petition signed by Mark A. Ellis,
owner/president, the Debtor estimated assets of less than $100,000
and liabilities of less than $500,000. Judge Shelley D. Rucker
presides over the case.
MARTIN MIDSTREAM: Fitch Assigns 'B' LongTerm IDR, Outlook Negative
------------------------------------------------------------------
Fitch Ratings has assigned a first-time Long-term Issuer Default
Rating (IDR) of 'B' to Martin Midstream Partners L.P. The Rating
Outlook is Negative. Additionally, Fitch has assigned a 'B-'/'RR5'
rating to MMLP's senior unsecured debt. The 'RR5' reflects Fitch's
expectations of a below average recovery in the event of default.
The range of recovery for 'RR5' is 11% to 30%.
Fitch has also assigned a 'B-'/'RR5' rating to Martin Midstream
Finance Corp.'s senior unsecured rating. Martin Midstream Finance
Corp. is the co-issuer of the senior unsecured notes.
The rating is supported by MMLP's diverse assets and customer base,
its ability to successfully operate in a niche market and work with
hard to handle products, and its ability to achieve future growth
through the potential drop downs from its parent, Martin Resources
Management Corporation (MRMC).
Approximately $374 million of senior unsecured debt is affected by
the rating actions.
KEY RATING DRIVERS
Leverage Has Been High: MMLP's standalone leverage has been high
and ended 2017 at 5.2x, up from 4.6x at the end of 2016. EBITDA
deterioration with essentially flat debt drove the increase in
leverage over the course of 2017. Fitch forecasts essentially flat
EBITDA growth in 2018, but, a recent asset sale will reduce debt in
the near term. Fitch expects that leverage may fall to a range of
4.3x to 4.7x at the end of 2018.
Lack of EBITDA Growth: MMLP has struggled to grow EBITDA over the
last two years. However, there are assets available for dropdowns
from its sponsor, MRMC. MMLP has stated that it may receive a
dropdown of trucking assets from MRMC.
Rating Concerns: Concerns include MMLP's high leverage, limited
access to capital markets in the current environment, its small
size, and the possibility for cross default with its parent, MRMC.
MMLP's bank agreement contains an event of default clause that
states that if MRMC has a bankruptcy or similar event that could
have a material adverse effect on MMLP's operations or finances it
is an event of default for MMLP.
Parent-Subsidiary Linkage Applies: In Fitch's approach to the
ratings, it determined that the parent-subsidiary linkage applies
and that in this case, there was a weaker parent (MRMC) and
stronger subsidiary (MMLP). There are also strong legal ties
between the two entities, and given Fitch's criteria "Parent and
Subsidiary Rating Linkage" dated July 16, 2018, the credit profile
is evaluated on a consolidated basis. MRMC is a private entity that
is not publicly rated.
DERIVATION SUMMARY
MMLP is somewhat unique in Fitch's 'B' midstream universe with
limited direct peers. It is diversified in a different way than NGL
Energy Partners LP (NGL; B/Negative) and much smaller. MMLP is
focused on a mix of natural gas services, sulfur services,
terminalling and storage and marine transportation. NGL is more
focused on crude and its segments are crude logistics, water
solutions (used for crude production), NGL liquids, and
refined/renewable marketing. In 2017, MMLP's EBITDA was $156
million versus $379 million for NGL in FY18 (FY ends March 31).
Leverage has been high at NGL and ended FY18 at 7.4x but should
come down by more than a full turn in FY19 following the sale of
significant assets.
MMLP is rated at or below other single 'B' midstream issuers
focused on the Permian including Navitas Midstream Midland LLC
(Navitas; B/Stable), Bison (Brazos; B+/Stable) and BCP Raptor LLC
(BCP; B+/Negative). Fitch estimates Navitas will have high
near-term leverage and by yearend 2019, and it is expected to fall
to roughly 5.0x. BCP is forecasted to have leverage over 6.0x
through 2019. Fitch forecasts yearend 2018 leverage to be above 10x
for Brazos, and it is expected to fall to 5.0-5.5x by the end of
2019.
Importantly, MMLP is different than other 'B' rated midstream
issuers since there is the potential for a cross default. Its bank
agreement contains a clause that if MRMC has a bankruptcy or
similar event that could have a material adverse effect on MMLP's
operations or finances, it is an event of default for MMLP. MRMC is
a privately held company that Fitch does not publicly rate.
KEY ASSUMPTIONS
Fitch's Key Assumptions Within Its Rating Case for the Issuer
- Fitch's Base Case is for MRMC on a consolidated basis in
accordance with Parent-Subsidiary linkage criteria.
- At MMLP there is no equity issuance, and distributions remain
flat in the forecast period.
RATING SENSITIVITIES
Developments That May, Individually or Collectively, Lead to
Positive Rating Action
- Fitch may revise the Outlook to Stable if it forecasts leverage
of 4.7x or better for yearend 2019 at MMLP;
- Improved liquidity at both MRMC and MMLP.
Developments That May, Individually or Collectively, Lead to
Negative Rating Action
- Fitch would expect to downgrade the rating if leverage or
expected leverage was at or above 4.8x for a sustained period of
time at MMLP;
- If MMLP does not successfully receive and finance a dropdown of
assets;
- An event of default at MRMC;
- Significant acquisitions financed in a manner that stress the
balance sheet for a sustained period of time or lack of growth from
acquisitions;
- Reduced liquidity at either MRMC or MMLP.
LIQUIDITY
As of June 30, 2018, MMLP's liquidity appeared to be sufficient. It
had less than $1 million of cash on the balance sheet and $205
million undrawn on its $664 million secured revolving credit
facility due in March 2020. MMLP has $374 million of senior
unsecured notes due in February 2021.
FULL LIST OF RATING ACTIONS
Fitch has assigned the following ratings:
Martin Midstream Partners L.P.
-- Long-term IDR 'B';
-- Senior unsecured debt 'B-'/'RR5'.
The Outlook is Negative.
Martin Midstream Finance Corp.
-- Senior unsecured debt 'B-'/'RR5'.
MC COMMUNICATION: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: MC Communication LLC
830 Meriwether Road
Clarksville, TN 37040
Business Description: Based in Clarksville, Tennessee, MC
Communication LLC operates in the
communications services industry.
Chapter 11 Petition Date: September 7, 2018
Court: United States Bankruptcy Court
Middle District of Tennessee (Nashville)
Case No.: 18-06022
Judge: Hon. Randal S. Mashburn
Debtor's Counsel: Steven L. Lefkovitz, Esq.
LEFKOVITZ & LEFKOVITZ
618 Church St Ste 410
Nashville, TN 37219
Tel: 615 256-8300
Fax: 615 255-4516
Email: slefkovitz@lefkovitz.com
Total Assets: $1,004,471
Total Liabilities: $4,135,971
The petition was signed by John Miraglia, owner/operator.
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/tnmb18-06022.pdf
MELBOURNE BEACH: CRO Stermer Taps Carlton Fields as Counsel
-----------------------------------------------------------
Daniel J. Stermer, as Chief Restructuring Officer of Melbourne
Beach, LLC, sought and obtained authority from the United States
Bankruptcy Court for the Middle District of Florida, Orlando
Division, to employ the law firm of Carlton Fields Jorden Burt,
P.A. as his counsel.
Carlton Fields will perform these services:
(a) provide legal advice to Mr. Stermer with respect to his
duties and powers in this case, including advice in connection with
the marketing and sale of the Property and any other legal issues
related to real estate;
(b) represent and assist Mr. Stermer in the closing of any
transaction to sell the Property;
(c) assist Mr. Stermer in his investigation of the value and
possible uses of the Property;
(d) assist Mr. Stermer in the development the most
advantageous sale procedures and seeking Court approval of same;
(e) prepare and file appropriate pleadings and filings on
behalf of Mr. Stermer, including interim status reports; and
(f) perform other legal services as may be required and in the
best interest of the Debtor's estate.
Carlton Fields will charge based upon its actual time charges on an
hourly basis, together with reimbursement for expenses.
Carlton Fields' current hourly rates through the month of June
2018, which are adjusted periodically, are:
Shareholder $415 - $1030
Associate $315 -$505
Paralegal/Legal Assistant $190 - $305
Mr. Stermer proposes to pay 50% of Carlton Fields's legal fees and
100% of expenses incurred in this matter on a monthly basis without
Court approval, subject to disgorgement, within 10 days after
transmittal of copies of Carlton Fields's monthly invoices to the
Stakeholders.
At the time of the filing of the employment application, Carlton
Fields has not been paid any retainer against which to bill fees
and expenses.
Carlton Fields represents no interest adverse to Mr. Stermer, in
his capacity as CRO, or the Debtor's estate, in the matters upon
which it is to be engaged. Its employment is in the best interest
of the estate. Carlton Fields has no connection with the United
States Trustee or any person employed in the Office of the United
States Trustee.
Carlton Fields Jorden Burt, P.A. can be reached at:
Donald R. Kirk, Esq.
Carlton Fields Jorden Burt, P.A.
4221 West Boy Scout Blvd. Suite 1000
Tampa, FL 33607-5780
Tel: (813) 223-7000
Fax: (813) 229-4133
E-Mail: dkirk@carltonfields.com
kathompson@carltonfields.com (secondary)
- and -
Stephanie E. Ambs, Esq.
Carlton Fields Jorden Burt, P.A.
CNL Tower
450 South Orange Avenue, Suite 500
Orlando, FL 32801-3370
Phone: (407) 849-0300
E-mail: sambs@carltonfields.com
kathompson@carltonfields.com (secondary)
About Melbourne Beach
Established in 1998, Melbourne Beach, LLC, is a privately held
company that leases real properties. Melbourne Beach is the owner
of Ocean Spring Plaza, located at 981 E. Eau, Gallie Boulevard,
Melbourne, Florida, valued by the company at $15.30 million. The
company's gross revenue amounted to $997,732 in 2016 and $924,000
in 2015.
Melbourne Beach filed a Chapter 11 petition (Bankr. M.D. Fla. Case
No. 17-07975) on Dec. 26, 2017. In the petition signed by Brian
West, its managing member, the Debtor disclosed $15.35 million in
assets and $2.82 million in liabilities.
James W. Elliott, Esq., at McIntyre Thanasides Bringgold Elliott
Grimaldi Guito & Mathews, P.A., serves as bankruptcy counsel to the
Debtor. Marcus & Millichap is the Debtor's real estate broker.
No official committee of unsecured creditors has been appointed in
the Chapter 11 case because of an insufficient number of unsecured
creditors willing or able to serve on an unsecured creditors
committee.
MFL INC: Seeks to Hire Paul Heinen as Accountant
------------------------------------------------
MFL, Inc. seeks approval from the U.S. Bankruptcy Court for the
District of Kansas to hire Paul Heinen & Associates, Inc., as its
accountant.
The firm will assist the Debtor in the preparation of tax returns
and monthly reports, and will provide tax related-advice. PHA
charges an hourly fee of $100.
Paul Heinen, an accountant employed with PHA, disclosed in a court
filing that he and his firm do not represent any interest adverse
to the Debtor or its estate and creditors.
The firm can be reached through:
Paul Heinen
Paul Heinen & Associates, Inc.
317 Broadway Street
Valley Falls, KS 66088
About MFL Inc.
MFL Inc., aka Memory Foam Liquidators Inc., also known as AAA
Custom Services, is located in Topeka, Kansas. MFL Inc. is in the
foams and rubber business.
MFL Inc. sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. Kan. Case No. 18-21422) on July 12, 2018. In the petition
signed by Christopher D. Farmer, president, the Debtor disclosed
$1.34 million in assets and $1.91 million in liabilities. Justice
B. King, Esq., at Fisher Patterson Sayler & Smith, LLP, serves as
counsel to the Debtor.
NAVICURE INC: S&P Alters Outlook to Positive & Affirms 'B-' ICR
---------------------------------------------------------------
S&P Global Ratings affirmed its 'B-' issuer credit rating on
Navicure Inc. and revised the outlook to positive from stable. S&P
said, "At the same time, we affirmed our 'B' issue-level rating and
'2' recovery rating to Navicure's first-lien credit facility. The
'2' recovery rating indicates expectations for meaningful (70%-90%;
rounded estimate: 70%) recovery in the event of a default. We also
affirmed our 'CCC' issue-level rating and '6' recovery rating to
Navicure's second-lien term loan."4 The '6' recovery rating
indicates expectations for negligible (0%-10%; rounded estimate:
0%) recovery in the event of a default.
S&P said, "The outlook revision reflects our view that Navicure has
successfully progressed in its integration of its Zirmed
acquisition in October 2017, which doubled Navicure's size. The
level of success with integration has exceeded our expectations.
Management has since consolidated nearly all clearinghouse
transactions to a single flow path and unified customer related
operations. We believe that Navicure's margins and cash flows will
continue to benefit from further integration efforts.
"The positive outlook reflects our view that the company has
significantly progressed in integrating Navicure and ZirMed. We
could raise the rating to 'B' within the next 12 months, provided
we gain further confidence that leverage will remain consistently
below 8x and reported free operating cash flow to debt will remain
above 3%, even as the company pursues more acquisitions."
NORDAM GROUP: Committee Taps Jefferies LLC as Investment Banker
---------------------------------------------------------------
The official committee of unsecured creditors of The NORDAM Group,
Inc. seeks approval from the U.S. Bankruptcy Court for the District
of Delaware to hire Jefferies LLC as its investment banker.
The firm will advise the committee on any potential or actual
transaction where a significant portion of the equity securities or
businesses and assets of the company and its affiliates are
transferred to, disposed of, or combined with another entity;
assist the committee in analyzing any potential or proposed
restructuring; and provide other investment banking services in
connection with the Debtors' Chapter 11 cases.
Jefferies will be paid a monthly fee of $125,000 until the
expiration or termination of its employment, and a $2.25 million
fee, payable upon the consummation of a transaction.
The firm is a "disinterested person" as defined in section 101(14)
of the Bankruptcy Code, according to court filings.
Jefferies can be reached through:
Leon Szlezinger
Jefferies LLC
520 Madison Avenue, 10th Floor
New York, NY 10022
Phone: +1 212 284 2300
About The Nordam Group
Founded in 1969 on family values with multiple,
strategically-located operations and customer support facilities
around the world, Tulsa-based NORDAM is a leading independently
owned aerospace company. The firm designs, certifies and
manufactures integrated propulsion systems, nacelles and thrust
reversers for business jets; builds composite aircraft structures,
interior shells, custom cabinetry and radomes; and manufactures
aircraft transparencies, such as cabin windows, wing-tip lens
assemblies and flight deck windows. NORDAM also is a major
third-party provider of maintenance, repair and overhaul services
to the military, commercial airline and air freight markets.
The NORDAM Group, Inc. and certain of its affiliates filed for
Chapter 11 protection (Bankr. D. Del. Lead Case No. 18-11699) on
July 22, 2018. In the petition signed by CRO John C. DiDonato, The
NORDAM Group estimated assets of $500 million to $1 billion and
liabilities of $100 million to $500 million.
The Debtors tapped Weil Gotshal & Manges LLP and Richards, Layton &
Finger, P.A., as counsel; Huron Consulting, LLC as financial
advisor; Guggenheim Securities, LLC as investment banker; and Epiq
Corporate Restructuring, LLC, as the claims and noticing agent.
On August 1, 2018, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The committee tapped
Cole Schotz P.C. and Morrison & Foerster LLP as its legal counsel.
NORDAM GROUP: Committee Taps Zolfo Cooper as Financial Advisor
--------------------------------------------------------------
The official committee of unsecured creditors of The NORDAM Group,
Inc., seeks approval from the U.S. Bankruptcy Court for the
District of Delaware to hire Zolfo Cooper, LLC as its bankruptcy
consultant and financial advisor.
The firm will advise the committee about the plan of reorganization
proposed by the company and its affiliates; monitor the Debtors'
cash flow and operating performance; analyze the business plans,
financial statements and other documents provided by the Debtors;
and provide other services requested by the committee.
Zolfo Cooper will charge these hourly rates:
Managing Directors $940 - $1,075
Professional Staff $340 - $870
Support Personnel $70 - $310
David MacGreevey, managing director of Zolfo Cooper, disclosed in a
court filing that his firm is a "disinterested person" as defined
in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
David MacGreevey
Zolfo Cooper, LLC
Grace Building
1114 Avenue of the Americas, 41st Floor
New York 10036
Tel: +1 212 561 4000 / +1 212 561 4187
Fax: +1 212 213 1749
Email: dmacgreevey@zolfocooper.com
About The Nordam Group
Founded in 1969 on family values with multiple,
strategically-located operations and customer support facilities
around the world, Tulsa-based NORDAM is a leading independently
owned aerospace company. The firm designs, certifies and
manufactures integrated propulsion systems, nacelles and thrust
reversers for business jets; builds composite aircraft structures,
interior shells, custom cabinetry and radomes; and manufactures
aircraft transparencies, such as cabin windows, wing-tip lens
assemblies and flight deck windows. NORDAM also is a major
third-party provider of maintenance, repair and overhaul services
to the military, commercial airline and air freight markets.
The NORDAM Group, Inc. and certain of its affiliates filed for
Chapter 11 protection (Bankr. D. Del. Lead Case No. 18-11699) on
July 22, 2018. In the petition signed by CRO John C. DiDonato, The
NORDAM Group estimated assets of $500 million to $1 billion and
liabilities of $100 million to $500 million.
The Debtors tapped Weil Gotshal & Manges LLP and Richards, Layton &
Finger, P.A., as counsel; Huron Consulting, LLC as financial
advisor; Guggenheim Securities, LLC as investment banker; and Epiq
Corporate Restructuring, LLC, as the claims and noticing agent.
On August 1, 2018, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The committee tapped
Cole Schotz P.C. and Morrison & Foerster LLP as its legal counsel.
NOVAN INC: Sean Murphy Quits as Director
----------------------------------------
Sean Murphy, a Class III director of the Board of Directors of
Novan, Inc., has notified the Company of his resignation from the
Board and any committees thereof, effective Sept. 5, 2018. Mr.
Murphy's resignation was for personal reasons and was not the
result of any disagreement with the Company on any matter relating
to the Company's operations, policies or practices, according to a
Form 8-K filed by the Company with the Securities and Exchange
Commission.
About Novan Inc.
Based in Morrisville, North Carolina, Novan Inc. --
http://www.novan.com/-- is a clinical-stage biotechnology company
focused on leveraging nitric oxide's natural antiviral and
immunomodulatory mechanisms of action to treat dermatological and
oncovirus-mediated diseases. Nitric oxide plays a vital role in
the natural immune system response against microbial pathogens and
is a critical regulator of inflammation. The Company's ability to
harness nitric oxide and its multiple mechanisms of action has
enabled it to create a platform with the potential to generate
differentiated product candidates. The two key components of the
Company's nitric oxide platform are its proprietary Nitricil
technology, which drives the creation of new chemical entities, or
NCEs, and its topical formulation science, both of which the
Company uses to tune the Company's product candidates for specific
indications.
Novan incurred reporting a net loss and comprehensive loss of
$37.12 million in 2017 following a net loss and comprehensive loss
of $59.69 million in 2016. As of June 30, 2018, Novan had $38.71
million in total assets, $34.35 million in total liabilities and
$4.35 million in total stockholders' equity.
The report from the Company's independent accounting firm
PricewaterhouseCoopers LLP 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, negative cash flow from operating activities, and has
an accumulated deficit that raise substantial doubt about its
ability to continue as a going concern.
OCEAN SERVICES: Case Summary & 7 Unsecured Creditors
----------------------------------------------------
Affiliated companies that have filed voluntary petitions seeking
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Ocean Services, LLC (Lead Case) 18-13512
2629 NW 54th St., Suite 201
Seattle, WA 98107
Ocean Carrier Holding, LLC 18-13513
Ocean Carrier Holding S. de R.L. de C.V. 18-13514
Ocean Constructor Holding, LLC 18-13515
Ocean Intrepid Holding, LLC 18-13516
Ocean Starr Holding, LLC 18-13517
Stabbert Maritime Holdings, LLC 18-13518
Business Description: Based in Seattle, Washington, Ocean Services
and its subsidiaries --
https://www.stabbertmaritime.com --
are a marine operations group with over
three decades of experience working with
offshore petrochemical companies, the US
Government, fisheries, and submarine
telecommunications cable survey and
installations operators in the waters off
the US East Coast, South America, Gulf of
Mexico and the Caribbean, the Aleutians,
Arctic and Antarctic, the Bering Sea and
across the Pacific Ocean. The Stabbert
Maritime group of companies offer a
comprehensive package of services to
the subsea construction and offshore science
sector as well as shipyard and mobile vessel
repair. Ocean Services provides support
vessels to science and survey sectors for
clients including NOAA, US Navy, Johns
Hopkins University, FUGRO, CP+ and Shell,
providing fisheries research,
geotechnical/physical, oceanographic, survey
and testing services. Stabbert Maritime,
through subsidiary Ocean Sub Sea Services
(OS/3), provides dive and construction
support vessels to oil and gas clients in
Gulf of Mexico, Mexico, Brazil, California,
and the Arctic.
Chapter 11 Petition Date: September 7, 2018
Court: United States Bankruptcy Court
Western District of Washington (Seattle)
Judges: Hon. Timothy W. Dore (18-13512, 18-13513)
Hon. Christopher M Alston (18-13514)
Debtors' Counsel: Thomas A. Buford, Esq.
BUSH KORNFELD LLP
601 Union St, Ste 5000
Seattle, WA 98101
Tel: 206-292-2110
Email: tbuford@bskd.com
- and -
Armand J. Kornfeld, Esq.
BUSH KORNFELD LLP
601 Union St Ste 5000
Seattle, WA 98101
Tel: 206-292-2110
Email: jkornfeld@bskd.com
- and -
Christine M Tobin-Presser, Esq.
BUSH KORNFELD LLP
601 Union St Ste 5000
Seattle, WA 98101
Tel: 206-292-2110
Email: ctobin@bskd.com
- and -
Aimee S Willig, Esq.
BUSH KORNFELD LLP
601 Union St Ste 5000
Seattle, WA 98101
Tel: 206- 292-2110
E-mail: awillig@bskd.com
Assets and Liabilities:
Total Total
Assets Liabilities
---------- -----------
Ocean Services, LLC $2,037,223 $45,753,398
Ocean Carrier Holding, LLC $1,259 $44,836,444
Ocean Carrier Holding S. de R.L. $16,492,038 $41,790,361
The petitions were signed by Lindsay A. Sckorohod, manager Thetis,
LLC, manager Stabbert Mar. Hdgs. LLC, sole member.
List of Ocean Services' Seven Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Blank Rome Legal Services $6,504
Email: waldron@blankrome.com
Garza Tello Y Legal Services $6,295
Asociados SC
Camino ASanta
Email: egarza@garzatello.com.mx
Global Marine Logistics, LLC Trade $219,500
Email: globalmarinelogistics@gmail.com
Miller Nash Graham & Dunn Legal Services $4,997
Email: Jess.Webster@millernash.com
Nextia Energy LLC Trade $3,000
Email: epescador@nextiaenergy.com
Royston Rayzoe Vickery & Williams Legal Services $1,209
Email: David.Walker@roystonlaw.com
T&T Marine Salvage, Inc. Trade $6,000
Email: bstokes@tandtmarine.com
A full-text copy of Ocean Services' petition is available at:
http://bankrupt.com/misc/wawb18-13512.pdf
Ocean Carrier Holding, LLC stated it has no unsecured creditors.
A full-text copy of the Debtor's petition is available at:
http://bankrupt.com/misc/wawb18-13513.pdf
Ocean Carrier Holding S. de R.L. de C.V stated it has no unsecured
creditors. A full-text copy of the Debtor's petition is available
for free at:
http://bankrupt.com/misc/wawb18-13514.pdf
OPEN ROAD: Case Summary & 40 Largest Unsecured Creditors
--------------------------------------------------------
Affiliated companies that have filed voluntary petitions seeking
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Open Road Films, LLC (Lead Debtor) 18-12012
fka REGAMC Releasing, LLC
2049 Century Park East, 4th Floor
Los Angeles, CA 90067
Open Road Releasing, LLC 18-12013
OR Productions LLC 18-12014
Briarcliff LLC 18-12015
Open Road International LLC 18-12016
Empire Productions LLC 18-12017
Business Description: Open Road Films, LLC, together with its
affiliated debtors, is an independent
distributor of motion pictures in the United
States and licenses motion pictures in
ancillary markets, principally to home
entertainment, pay television, subscription
and transactional video-on-demand, free
television, and other non-theatrical
entertainment distribution markets. Based
in Los Angeles, California, the Company was
launched in 2011 as a strategic partnership
between Regal Entertainment Group and AMC
Entertainment. Visit
https://globalroadentertainment.com for
more information.
Chapter 11 Petition Date: September 6, 2018
Court: United States Bankruptcy Court
District of Delaware (Delaware)
Judge: Hon. Laurie Selber Silverstein
Debtors' Counsel: Robert F. Poppiti, Jr., Esq.
Michael R. Nestor, Esq.
Sean M. Beach, Esq.
Ian J. Bambrick, Esq.
YOUNG CONAWAY STARGATT & TAYLOR, LLP
Rodney Square
1000 North King Street
Wilmington, Delaware 19801
Tel: (302) 571-6600
Fax: (302) 571-1253
Email: rpoppiti@ycst.com
mnestor@ycst.com
sbeach@ycst.com
ibambrick@ycst.com
- and -
Michael L. Tuchin, Esq.
Jonathan M. Weiss, Esq.
Sasha M. Gurvitz, Esq.
KLEE , TUCHIN, BOGDANOFF & STERN LLP
1999 Avenue of the Stars, 39 th Floor
Los Angeles, CA 90067
Tel: (310) 407-4000
Fax: (310) 407-9090
Email: mtuchin@ktbslaw.com
sgurvitz@ktbslaw.com
jweiss@ktbslaw.com
Debtors'
Restructuring
Advisors: FTI CONSULTING, INC.
Debtors'
Claims &
Noticing
Agent: DONLIN, RECANO & COMPANY, INC.
Website:
https://www.donlinrecano.com/Clients/orf/Index
Estimated Assets: $100 million to $500 million
Estimated Liabilities: $100 million to $500 million
The petitions were signed by Amir Agam, chief restructuring
officer.
A full-text copy of Open Road Films' petition is available for free
at:
http://bankrupt.com/misc/deb18-12012.pdf
Consolidated List of Debtors' 40 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Bank Leumi Litigation Party $10,809,609
c/o Quinn Emanuel Urquhart &
Sullivan, LLP
865 S. Figueroa St.
10th Floor
Los Angeles, CA 90017
Gary Gans
Tel: 213-443-3000
Fax: 213-443-3100
Email: garygans@quinnemanuel.com
Viacom, Inc. Trade Vendor $7,068,378
1575 N. Gower Street
Hollywood CA 90028
Steven Montana, VP Partner
Solutions
Tel: 212-846-5889
Fax: 212-258-6219
Email: steven.montana@viacom.com
The Walt Disney Company Trade Vendor $5,114,793
1180 Celebration Blvd.
Suite 201
Celebration FL 34747
Scott, Jenkins, Americas
Collection Director
Tel: 860-766-3798
Fax: 215-553-5402
Email: scott.jenkins@disney.com
NCBUniversal Trade Vendor $4,442,006
30 Rockefeller Center,
1221 Sixth Avenue
27th Floor, Room 37B59
New York, NY 10112
Mary McKenna, VP
Customer Financial Solutions
Tel: 212-664-4713
Fax: 212-664-4085
Email: mary.mckenna@nbcuni.com
Turner Broadcasting System Trade Vendor $3,508,959
1 Columbus Circle
New York NY 10019
Shelly Mullis, Senior
Manager Collections
Tel: 404-885-4074
Fax: 404-827-2437
Email: shelly.mullis@turner.com
Kasima, LLC Trade Vendor $2,441,199
One International Blvd.
4th Floor
Mahwah NJ 07495
Travis Reid
Tel: 201-252-4154
Google, Inc. Trade Vendor $2,011,540
1600 Amphitheatre Parkway
Mountain View CA 94043
Erick Menil, Collections
Tel: 650-253-0000
Fax: 650-253-0001
Email: emenil@google.com
Discovery, Inc. Trade Vendor $1,851,400
9721 Sherill Blvd.
Knoxville TN 37932
Edward Mockus, Credit and
Collections
Tel: 865-694-2700
Email: edward_mockus@discovery.com
Promise Acquisitions LLC Trade Vendor $1,705,864
9378 Wilshire Blvd.
Suite 210
Beverly Hills CA 90212
Marc Schaberg
Fax: 424-653-1977
BBG Home Again LLC Trade Vendor $1,625,429
c/o Black Bicycle Entertainment
9255 Sunset Blvd
Suite 310
Los Angeles CA 90069
Erika Olde
Tel: 310-786-9235
Email: ejo@blackbicycleentertainment.com
IPG Mediabrands Trade Vendor $1,371,014
40 Broad St.
Boston MA 02109
Will Addington, CFO
Email: will.waddington@mullenlowegroup.com
21st Century Fox Trade Vendor $1,320,251
1211 Avenue of the Americas
28th Floor
New York NY 10036
Scott, Thompson, Director of
Credit & Collections
Tel: 212-822-8675
Email: Scott.Thompson@fox.com
Facebook, Inc. Trade Vendor $1,120,065
12777 W. Jefferson Blvd.
Los Angeles, CA 90066
Ross Coelet, Client
Solutions Manager
Tel: 213-507-9846
Fax: 650-643-4801
Email: rosscoelet@fb.com
AMC Networks Inc. Trade Vendor $1,039,747
2425 Olympic Blvd.
Santa Monica CA 90404
Tony Song, VP
Tel: 646-273-7101
Email: Tony.song@amcnetworks.com
Snap Inc. Trade Vendor $876,682
63 Market Street
Venice CA 90291
Javier Bustamenta
Senior Manager A/R
Tel: 310-399-3339
Email: javier.bustamante@snap.com
Universal Pictures Trade Vendor $836,125
100 Uniersal City Plaza
Universal City CA 91608
Donald Sohn, Executive Director
Financial Contract Reporting
Tel: 818-777-1000
Email: don.sohn@nbcuni.com
Loft International NV Trade Vendor $824,718
c/o Manatt, Phelps & Phillips, LLP
11355 W. Olympic Blvd.
Los Angeles CA 90064
Lindsay Conner, Esq.
Tel: 310-312-4229
Email: lconner@manatt.com
Allied Integrated Marketing Trade Vendor $708,189
6908 Hollywood Blvd.
Hollywood CA 90028
Tel: 323-954-7644
Fax: 310-564-2007
Email: partners@mediatemple.com
Univision Trade Vendor $637,500
5999 Center Drive
Los Angeles CA 90045
Brynne Sarsfield, VP Ad Sales
Tel: 212-455-5419
Email: bsarsfield@univision.net
Twitter, Inc. Trade Vendor $625,799
1355 Market Street
#900
San Francisco, CA 94103
Molika Rin, Finance
Tel: 415-426-4298
Email: mrin@twitter.com
International Alliance of Guild $561,926
Theatrical Stage Employees
10045 Riverside Drive
Toluca Lake CA 91602
Michael Barnes, VP
Tel: 818-980-3499
Fax: 818-980-3496
Amazon.com, Inc. Trade Vendor $549,000
1620 26th Street
North Building
Santa Monica CA 90404
Ashley Musselman
Tel: 310-458-6360
Email: musashle@amazon.com
Dophin Max Steel Holdings, LLC Trade Vendor $543,566
2151 S. LeJeune Rd
Suite 150
Coral Gables FL 33134
William O'Dowd
AMC Theatres Trade Vendor $469,457
11500 Ash Street
Leawood KS 66211
John Merriwether, VP
Tel: 913-213-2000
Email: InvesotorRelations@amctheatres.com
The CW Television Network Trade Vendor $459,409
1325 Avenue of the Americas
32nd Floor
New York NY 10019
David Ryan, Account Executive
Tel: 212-636-5355
Email: david.ryan@cwtw.com
Latham & Watkins LLP Professional $456,388
335 South Grand, Suite 100
Los Angeles CA 90071
Jeffrey B. Greenberg, Esq.
Tel: 213-485-1234
Fax: 213-891-8763
Email: jeffrey.greenberg@lw.com
Cinedigm Digital Cinema Corp. Trade Vendor $388,842
15301 Ventura Boulevard
Bldg. B, Suite 420
Sherman Oaks CA 91403
Christopher J. McGurk, CEO
Tel: 212-206-8600
Fax: 212-598-4898
Swisher Productions LLC Trade Vendor $371,468
1438 N. Gower Street
Box 3
Hollywood CA 90028
Maggie Swisher, Officer
Tel: 213-292-9230
Giaronomo Productions Inc. Trade Vendor $358,712
1501 Broadway
Suite #705
New York NY 10036
Phillip Daccord, VP
Tel: 212-995-5200
Fax: 212-995-5900
Email: pdaccord@giaronomo.com
Roku, Inc. Trade Vendor $350,000
2450 Colorado Ave.
Suite 260E
Los Angeles CA 90404
Melissa Love, Account Executive
Tel: 818-414-2171
Fax: 408-364-1260
Spotify Technology Trade Vendor $349,673
9200 W. Sunset Blvd.
West Hollywood CA 90069
Michael W. McCurdy, Account Director
Tel: 917-565-3894
Email: michaelmccurdy@spotify.com
A&E Networks Trade Vendor $340,000
2049 Century Park Eat
#1000
Los Angeles CA 90067
Lauren Baum Stone
Tel: 662-554-2300
Email: Lauren.Baum@aenetworks.com
Sony Electronics, Inc. Trade Vendor $323,070
16530 Via Esprillo
San Diego CA 92127
Carly Kinberg, Account Executive
Tel: 212-833-8435
Email: carly_kinberg@spe.sony.com
Pandora Media Inc. Trade Vendor $313,869
3000 Ocean Park Blvd.
Santa Monica CA 90405
Mariana Estephanian, Sales
Executive
Tel: 424-252-4618
Email: mestepahanian@pandora.com
National Research Group, Inc. Trade Vendor $313,450
5780 W Jefferson Blvd.
Los Angeles CA 90016
Jon Penn, CEO
Tel: 323-406-6073
Email: jon.penn@nrgmr.com
Rhino Entertainment Company Trade Vendor $300,000
3400 W Olive Avenue
Burbank CA 91505
Patti Coleman, SVP
Tel: 818-238-6100
Fax: 818-562-9242
Loren Schwartz Litigation Party $300,000
c/o Procopio Cory Hargreaves &
Savitch LLP
525 B Street
Suite 2200
San Diego CA 92101
Phillip Kossy
Tel: 619-525-3870
Fax: 619-398-0171
Email: phillip.kossy@procopio.com
Joshua Deutsch Litigation Party $300,000
c/o Brent Caryl & Kroll, LLP
6300 Wilshire Blvd.
Ste 1415
Los Angeles CA 90048
Steven Kroll
Tel: 323-315-0510
Fax: 323-774-6021
Email: skroll@bcklegal.com
Erwin Penland LLC Trade Vendor $280,640
110 E. Court Street
# 400
Greenville SC 29601
Allen Bosworth, COO
Tel: 864-271-0500
Fax: 864-235-5941
Hulu Trade Vendor $267,856
2500 Broadway
Santa Monica CA 90404
Brian Anderson
Account Executive
Tel: 310-571-4700
Fax: 310-571-4701
Email: brian.anderson@hulu.com
PACIFIC DRILLING: Ernst & Young Approved as Tax Advisor
-------------------------------------------------------
Pacific Drilling S.A. sought and obtained authority from the United
States Bankruptcy Court for Southern District of New York to employ
Ernst & Young LLP as their tax advisors.
EY LLP will provide these services:
Tax Compliance and On-Call Services
(a) preparation of 2017 U.S. federal corporate income tax
return (Form 1120) for Pacific Drilling Services, Inc. ("Tax
Compliance Services").
(b) provide routine tax advice and assistance concerning
issues as requested by the Debtors when such projects are not
covered by a separate Statement of Work and do not involve any
significant tax planning or projects ("On-Call Services").
Tax Advisory Services
(a) Review the application of article 52 of the Luxembourg
income tax law (ITL).
(b) Prepare a high level computation of the net position of
all the Luxembourg companies as result of the reorganization of the
group, including impact of the application of article 52 of the ITL
or informal capital together with the losses realized on the
receivable side depending on various assumptions taken.
(c) Luxembourg tax analysis of the closing of the US branch of
Pacific Drilling Finance Sarl as part of the "migration" of PSA
Sarl to Hungary.
(d) Feasibility analysis on whether NOLs realized by PDSA in
connection to impairments on shareholdings could potentially be
crystallized.
EY LLP's services are intended to complement, and not duplicate,
the services to be rendered by any other professional retained by
the Debtors in these Chapter 11 Cases. EY LLP has informed the
Debtors that it understands the Debtors have retained and may
retain additional professionals during the term of the engagement
and will use its reasonable efforts to work cooperatively with such
professionals to integrate any respective work conducted by the
professionals on behalf of the Debtors.
EY LLP's fees for Tax Compliance Services will be $26,000.
EY LLP'S current hourly rates, by level of professional, are:
National Executive Director/
Principal/Partner $895
Executive Director/Principal/
Partner $843
Senior Manager $637
Manager $538
Senior $337
Staff $205
The Debtors have agreed to reimburse EY LLP for any direct expenses
incurred in connection with EY LLP's retention in these cases and
the performance of the Services set forth in the Engagement
Letters, including all potential value added taxes (VAT), sales
taxes, and other indirect taxes.
EY LLP's direct expenses include, but are not limited to,
reasonable and customary out-of-pocket expenses for items such as
travel, meals, accommodations, and other expenses including any
taxes and related administrative costs that result from billing
arrangements that are requested by the Debtors.
EY LLP does not hold nor represent any interest materially adverse
to the Debtors' estates in the matters for which EY LLP is proposed
to be retained and is a "disinterested person," as such term is
defined in section 101(14) of the Bankruptcy Code and as required
under section 327(a) of the Bankruptcy Code.
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.
PETSMART INC: Bank Debt Trades at 15% Off
-----------------------------------------
Participations in a syndicated loan under which Petsmart
Incorporated is a borrower traded in the secondary market at 85.25
cents-on-the-dollar during the week ended Friday, August 31, 2018,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 0.67 percentage points from the
previous week. Petsmart Incorporated pays 300 basis points above
LIBOR to borrow under the $4.246 billion facility. The bank loan
matures on March 10, 2022. Moody's rates the loan 'B3' and Standard
& Poor's gave a 'CCC' rating to the loan. The loan is one of the
biggest gainers and losers among 247 widely quoted syndicated loans
with five or more bids in secondary trading for the week ended
Friday, August 31.
PLASTIC INDUSTRIES: Taps Matthew Regen as Accountant
----------------------------------------------------
Plastic Industries, Inc., seeks approval from the U.S. Bankruptcy
Court for the District of Idaho to hire Matthew Regen & Associates,
LLC, as its accountant.
The firm will provide accounting services to the Debtor for $125
per hour, and bookkeeping and data entry services for $75 per hour.
MRA will also assist the Debtor in tax preparation for an hourly
fee of $175.
Matthew Regen, the MRA accountant who will be providing the
services, disclosed in a court filing that he and his associates
neither represent nor hold any interest adverse to the Debtor and
its estate.
The firm can be reached through:
Matthew Regen
Matthew Regen & Associates, LLC
P.O. Box 6393
Logan, UT 84341
Phone: (435) 752-4864
About Plastic Industries
Plastic Industries, Inc. -- http://www.pipipe.com/-- is a
manufacturer of high density polyethylene pipe that is used by a
variety of markets including: telecommunications, utilities, oil,
mining and irrigation or stock-watering industries. Plastic
Industries' plant is located in the state of Idaho in the city of
Preston at 1234 Industrial Park Road. The Company was founded by
Rex Pitcher in 1980.
Plastic Industries, based in Preston, Idaho, filed a Chapter 11
petition (Bankr. D. Idaho Case No. 18-40672) on Aug. 1, 2018. In
the petition signed by Rex Pitcher, director, the Debtor disclosed
$2,399,893 in assets and $5,974,850 in liabilities. The Hon.
Joseph M. Meier presides over the case. W. Reed Cotten, Esq., at
Robinson & Associates, Attorneys At Law, serves as bankruptcy
counsel.
PLYMOUTH PLACE: Fitch Affirms BB+ Rating on 2013/2015 Fixed Bonds
-----------------------------------------------------------------
Fitch Ratings has affirmed the 'BB+' rating on $24.8 million of
series 2013 and $55.1 million of series 2015 fixed revenue bonds
issued by the Illinois Finance Authority on behalf of Plymouth
Place.
The Rating Outlook remains Negative.
SECURITY
The bonds are secured by an interest in the gross revenues of the
obligated group (OG), a security interest in certain mortgaged
properties, and a debt service reserve fund (DSRF). Plymouth Place
is the sole member of the OG and accounts for 100% of consolidated
assets and operating revenues.
KEY RATING DRIVERS
GOOD OPERATING PROFILE: The service area around La Grange, IL is
favorable, with above-average income levels and property values.
The Chicago metro area has many competitors for senior living, but
no new developments in the immediate service area.
SOMEWHAT MODEST FINANCIAL PROFILE: Operating margins remain thin in
fiscal 2017 (106% operating ratio) and through six-months fiscal
2018 (102% operating ratio). New management has implemented a
number of improvement efforts, which, if successful should improve
ratios. Liquidity ratios remain sound for a non-investment-grade
continuing care retirement community (CCRC), as days cash on hand
exceeds the category median and cash-to-debt is in-line with the
median.
MANAGEABLE LONG-TERM LIABILITY PROFILE: The debt burden is
manageable for a non-investment-grade CCRC, as maximum annual debt
service (MADS) as a percentage of revenue measured 17% in fiscal
2017. Debt-to-net available remains adequate at 9.5x in fiscal 2017
despite softer margins.
MANAGEABLE CAPITAL SPENDING PLANS: Near-term capital spending plans
are limited. Plymouth Place is in preliminary planning stages
regarding whether or not to expand its east-end campus.
RATING SENSITIVITIES
IMPROVEMENT INITIATIVES: The Negative Outlook relates to Plymouth
Place's continued thin operating margins in fiscal 2017 and interim
fiscal 2018. Failure to improve margins meaningfully likely would
pressure the rating. Conversely, meaningful gains in margins likely
would warrant a revision in the Outlook to Stable. Fitch expects
liquidity ratios to remain sound for a non-investment-grade CCRC.
CREDIT PROFILE
Plymouth Place operates a Type A CCRC located in La Grange Park,
IL, roughly 15 miles southwest of downtown Chicago. The
organization operates 182 ILU apartments, 52 ALUs, 26 memory
support units, and 86 SNFs. The community also has five ILU
cottages, which was downsized as planned from 55 in recent years.
While Plymouth Place offers an array of contracts (from 0%
refundable to 90% refundable), most are 90% refundable types
(according to management, nearly 80% of contracts sold in 2018
to-date have been 90% refundable). Plymouth Place was incorporated
in 1939 and began operations in 1944. A replacement facility opened
in 2007. Total operating revenue measured just over $28 million in
fiscal 2017 (Dec. 31 year-end).
Plymouth Place has undergone a number of senior management changes
recently. A new CEO with over 30 years of senior living experience
joined in late 2017, after a planned retirement transition.
Plymouth Place also has a new sales director and new HR director.
The relationship between Plymouth Place and Providence Management
and Development has not changed, and has been in place since 1999.
Providence provides IT services, management of the skilled nursing
unit, and the CFO of Providence serves as the CFO of Plymouth
Place. Providence owns and operates a CCRC in Illinois and provides
a full continuum of care in 12 facilities in Illinois, Indiana and
Michigan.
GOOD OPERATING PROFILE
The service area around La Grange and La Grange Park, IL is
favorable given above-average property values and management
reports of quick local home sales turnover. While population growth
and other economic indicators in the Chicago metropolitan area are
mixed, La Grange and La Grange Park are among the wealthier
communities in the area with well above-average median household
income levels.
As a large and diversified area, the Chicagoland has many
competitors for senior living. Management notes that no new
developments in the immediate La Grange service area are planned
and new developments in the broader area are more rental focused
and therefore not directly competing for the same resident
population.
Plymouth Place's occupancy rates are generally good. ILU occupancy
remains high, at consistently 95% or better in recent years. SNF
occupancy improved to 94% in 2017 from 86% in 2016. ALU occupancy,
however, dropped to 87% in 2017 from 100% in 2016.
SOMEWHAT MODEST FINANCIAL PROFILE
Maintenance of the Negative Outlook reflects Plymouth Place's
continued thin operating margins in fiscal 2017 (106% operating
ratio, 10.3% net operating margin [NOM] -adjusted) and through
six-months fiscal 2018 (102% operating ratio, 18.8% NOM -
adjusted). Challenges include agency costs exceeding budget, higher
expenses for certain out-sourced services such as food costs and
maintenance, and general labor pressures due to the low
unemployment rate.
The new management team has implemented a number of expense savings
tools and revenue enhancements that are expected to boost margins.
Management is aiming to reduce annual expenses by roughly $1
million. Under the direction of a new HR director, Plymouth Place
is starting to see a reduction in vacancy and turnover rates.
Management reports a significant reduction in the use of
higher-cost agency staff and is working to improve out-sourced
services costs. Overtime expenses are also targeted for reduction.
Management notes that training and hiring costs affected interim
fiscal 2018 margins, but these should benefit full-year fiscal 2018
results and beyond.
Liquidity ratios remain sound for a non-investment-grade senior
living facility. At fiscal year-end 2017, cash on hand approached
350 days (non-investment-grade median is 283 days) and cash-to-debt
measured 34% (non-investment-grade median is 34%).
MADS coverage of 1.4x in fiscal 2017 remains in-line with the
below-investment-grade median of 1.5x despite the softer operating
margins. Net entrance fees from ILU turnover decreased
significantly in 2017 to roughly $250,000 from over $2.6 million in
2016. A reduction in net entrance fees not balanced by gains in
other areas of operations can affect coverage negatively.
Management notes that the decline in 2017 is an outlier due to the
fact that a number of refunds were paid for residents who moved to
a higher level of care, and whose units had been resold in a prior
year. Net entrance fees rebounded to $1.3 million through June 30,
2018.
MANAGEABLE LONG-TERM LIABILITY PROFILE
Plymouth Place's debt burden is manageable for a non-investment
grade CCRC. MADS as a percentage of revenue measured 17% in fiscal
2017, in-line with the non-investment-grade median. Debt-to-net
available remains adequate at 9.5x in fiscal 2017 despite softer
margins (the non-investment grade median is 8.8x). All Plymouth
Place debt is fixed-rate and there are no debt equivalents (i.e.,
defined benefit pension plan or operating leases).
MANAGEABLE CAPITAL SPENDING PLANS
Plymouth Place's near-term capital spending plans are limited. The
facility's average age of plant measured a sound 10.9 years at
year-end 2017. Current projects include lobby renovations and
upgrades to areas such dining and the clinic. The new management
team is in preliminary planning stages regarding whether or not to
expand its east-end campus.
POINT COM: Taps Ponder and Lenox as Counsel
-------------------------------------------
Point Com, LLC, sought and obtained authority from the United
States Bankruptcy Court for the Western District of Texas, Austin
Division, to employ Weldon Ponder, Jr., and Catherine Lenox as its
Chapter 11 counsel in these proceedings.
Counsel is required to perform these services:
(a) prepare and file the voluntary petition and other
paperwork necessary to commence this proceeding;
(b) assist the Debtor in preparing and filing the required
Schedules, Statement of Financial Affairs, Monthly Financial
Reports, the Initial Debtor Report and other documents required by
the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, the
Local Rules of this Court and the administrative procedures of the
Office of the United States Trustee;
(c) represent the Debtor in connection with adversary
proceedings and other contested and uncontested matters, both in
this Court and in other courts of competent jurisdiction,
concerning any and all matters related to these bankruptcy
proceedings and the financial affairs of the Debtor, including, but
not limited to, litigation affecting property of the estate, suits
to avoid or determine lien rights or other property interests of
creditors and other parties in interest, objections to disputed
claims, motions to assume or reject leases and other executory
contracts, motions for relief from the automatic stay and motions
concerning the discovery of documents and other information
relating to any of the foregoing;
(d) represent the Debtor in the negotiation and documentation
of any borrowing, sales or refinancing of property of the estate,
and in obtaining the necessary approvals of the borrowing, sales or
refinancing by this Court; and
(e) assist the Debtor in the formulation of a plan of
reorganization and disclosure statement, and in taking the
necessary steps in this Court to obtain approval of the disclosure
statement and confirmation of the plan of reorganization.
Ponder's and Lenox's hourly rates for the types of services to be
provided in this case, are as follows:
B. Weldon Ponder, Jr. (attorney) $350
Catherine Lenox
(contract attorney) $275
Catherine Lenox
(for paraprofessional services) $125
Prior to the filing of this Application, Ponder received these
payments, from the Debtor:
$6,300.00 on June 12, 2018
$3,000.00 on June 13, 2018
$1,500.00 on June 14, 2018
Of those amounts, $3,000.00 was applied to pre-petition legal
services rendered and expenses incurred by Ponder on behalf of the
Debtor and $1,717.00 was used to pay the Clerk of the Court the
fees to file the case. This leaves $6,083.00 in Ponder's trust
account as a retainer for post-petition legal services rendered or
to be rendered, and for reimbursable expenses incurred or to be
incurred.
The Debtor further proposes that it be permitted to advance to
Ponder, subject to any applicable restrictions on use of cash
collateral, such funds as they become available to the Debtor as
will establish and maintain a retainer in an amount not less than
$10,000.00 at all times.
Mr. Ponder and Ms. Lenox can be reached at:
B. Weldon Ponder Jr.
4408 Spicewood Springs Road
Austin, TX 78759
Tel: 512 342 8222
Fax: 512 342 8444
Email: welpon@austin.rr.com
Catherine Lenox
P.O. Box 9904
Austin, TX 78766
Tel: 512 689 7273
Fax: 512 451 7273
Email: clenox.law@gmail.com
About Point Com
Point Com, LLC, operates a website design and development and
digital marketing business. It has been in business since 1997,
when its founder and its now-sole member/manager Steven C. Kahle,
formed the company. In 2017, the Debtor had gross revenues of
approximately $1,208,000.
Point Com, LLC sought Chapter 11 protection (Bankr. W.D. Tex. Case
No. 18-10762) on June 14, 2018. In the petition signed by Steve C.
Kahle, member and manager, the Debtor estimated assets in the range
of $0 to $50,000 and $500,001 to $1 million in debt. The Debtor
tapped B. Weldon Ponder, Jr., Esq., as counsel.
PURPLE SHOVEL: Trustee Taps McHale PA as Accountant
---------------------------------------------------
Gerard McHale, Jr., the Chapter 11 trustee for Purple Shovel LLC
seeks approval from the U.S. Bankruptcy Court for the Middle
District of Florida to hire McHale PA as the Trustee's accountant.
The Trustee requires McHale P.A. to:
a. review all financial information prepared by the Debtor or
its accountants, review all of the Debtor's financial information
as of the date of the petition date, the Debtor's assets and
liabilities;
b. review and analyze the organizational structure of and
financial interrelationship among the Debtor and its affiliates and
insiders, review books of such companies or persons as may be
requested for any potential causes of action;
c. review and analyze transfers to and from the Debtor to third
parties, both pre-petition and post-petition;
d. attend at meetings with the Debtor, its creditors, the
attorneys of such parties, and with federal, state and local tax
authorities;
e. review of the books and records of the Debtor for potential
preference payments, fraudulent transfers, or any other matters
that the Trustee may request; and
f. render other assistance in the nature of accounting services,
financial consulting, valuation issues, or other financial projects
as the Trustee may deem necessary.
McHale P.A. will be paid at these hourly rates:
Gerard A. McHale, Jr. CPA, Founding Partner $400
Sue Sprehn, Partner $275
Kelly Klinger, CFO $200
Sean McHale, IT Manager $125
Indira Cruz, Staff Accountant $140
Marilyn McHale, Administrative Assistant $80
Amy Brealt, Administrative Assistant $80
McHale P.A. will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Gerard A. McHale, Jr., a partner at McHale P.A., assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estates.
McHale P.A. can be reached at:
Gerard A. McHale, Jr.
MCHALE P.A.
1601 Jackson Street, Suite 200
Fort Myers, FL 33901
Tel: (239) 337-0808
About Purple Shovel
Based in Tampa, Florida, Purple Shovel, LLC --
http://www.purpleshovel.com/-- is a certified Service Disabled
Veteran-Owned Small Business (SDVOSB) founded in 2010 to provide
value-added solutions to an array of domestic and international
challenges. Purple Shovel affords its clients a single point of
contact to transport materials and aid anywhere in the world,
including remote regions inaccessible to others.
Purple Shovel filed a Chapter 11 petition (Bankr. M.D. Fla. Case
No. 18-04599) on June 1, 2018. In the petition signed by Benjamin
Worrell, manager, the Debtor disclosed $1.01 million in assets and
$12.35 million in liabilities.
Judge Caryl E. Delano is the case judge. The Law Offices of Norman
and Bullington serves as counsel to the Debtor.
On Aug. 8, 2018, the Office of the U.S. Trustee appointed Gerard A.
McHale, Jr. as Chapter 11 trustee for the Debtor.
QUORUM BUSINESS: Fitch Assigns B LongTerm IDR, Outlook Stable
-------------------------------------------------------------
Fitch Ratings has assigned a first-time Long-Term Issuer Default
Rating (IDR) of 'B' to QBS Parent, Inc. (Quorum). The Rating
Outlook is Stable. Fitch has also assigned a 'BB-'/'RR2' rating to
Quorum's $30 million secured revolving credit facility (RCF) and
$230 million first-lien secured term loan. The proceeds, along with
equity contribution from Thoma Bravo, will be used to fund the
acquisition of Quorum, announced on Aug. 3, 2018.
KEY RATING DRIVERS
Exposure to Energy Industry Cyclicality: Quorum's software products
are generally considered mission critical and resilient through the
energy industry cycles; however, its services segment is more
susceptible to industry cyclicality. During 2015-2016 energy
industry down cycle, Quorum's software subscription revenue and
support revenue continued to grow at a steady pace; however, total
revenue declined as services revenue contracted. The operating
leverage of the software products enabled the company to limit
downside to its EBITDA margins the down cycle.
Improving Revenue Structure: Quorum has meaningfully improved
visibility to its revenue by increasing the proportion of its
recurring/re-occur revenues consisting primarily of subscription
and support revenues. As demonstrated through the energy industry
down cycle in 2014-2016, subscription revenue remained resilient
despite sharp decline in service revenue. The proportion of
recurring/re-occurring revenue increased substantially over the
last 10 years. The improved revenue structure should mitigate some
risks from industry cyclicality.
Diversified Customer Base: Quorum serves a diverse set of over 525
customers with the top 10 representing 13% of total recurring
revenue. While industry structure could vary over time, Quorum's
exposure to a large part of the value chain could enable the
company to maintain relatively more diversity in its customer base.
Nevertheless, Quorum's end-market concentration remains high.
Platform Products Drive Increasing Customer Spend: Quorum has
increased per customer revenue by 187% between 2015 and LTM through
1Q 2018. The breadth of platform products Quorum offers enables the
company to increase product penetration through cross-selling. The
platform nature enables efficient implementation of incremental
products after initial customer adoptions providing strong value
proposition for customers to add on additional product modules. In
addition, broader product implementation by customers should
increase customer switching costs given the higher complexity that
arises with multiple product implementations. Such dynamics, in
conjunction with a subscription-based software revenue model,
should provide Quorum with greater resilience.
Private Equity Ownership Could Limit Deleveraging: Pro-forma for
the leverage buyout by Thoma Bravo, LTM gross leverage will be
elevated at 8.2x (EBITDA excluding deferred revenue) declining to
6.5x in 2019. Fitch believes the company has sufficient FCF
capacity to de-lever reaching 5x gross leverage by 2021. In spite
of the deleveraging capacity, Fitch expects the company to de-lever
at a more moderate pace, given the potential for bolt-on
acquisitions funded by cash on hand and potential for dividend
recapitalization to maximize ROE for equity owners.
DERIVATION SUMMARY
Fitch's ratings are supported by Quorum's industry-leading software
solutions for the energy sector covering the upstream, midstream,
and pipeline segments of the value chain. The company benefits from
its solutions platform through cross-selling opportunities and
greater stickiness for its products; Quorum's product platform
includes 27 software modules with 1500 installations with 525
clients. The shift toward a SaaS model for its software in recent
years provides the company with greater visibility into its
software revenue outlook substantially reducing the revenue and
profit volatility through the industry cycles. Nevertheless,
Quorum's high concentration in the energy sector exposes the
company to industry cyclicality. The portion of Quorum's
non-recurring revenue has declined in recent years, but remains
meaningful and could be susceptible to energy industry cycles.
Fitch estimates Quorum's 2019 total leverage to be approximately
6.5x, consistent with other vertical software companies in the 'B'
rating category. Given the private equity ownership, Fitch expects
the magnitude of de-leveraging to be limited as its equity owners
optimize the return on equities. The 57% equity in Quorum's total
capitalization implies the confidence Thoma Bravo has in Quorum's
business outlook.
KEY ASSUMPTIONS
Fitch's Key Assumptions Within Its Rating Case for the Issuer
-- Revenue growth in low-teens;
-- EBITDA margins expanding from mid-twenties in 2018 to near 40%
in 2021 as cost synergies with acquired entities are realized;
-- Acquisitions averaging $10 million per year;
-- Debt repayment limited to mandatory amortization over Fitch's
rating horizon;
-- $150 million debt-financed dividend in 2021.
In estimating a distress enterprise value (EV) for Quorum, Fitch
assumes a going concern EBITDA that is approximately 20% lower
relative to the pro forma 2019 EBITDA incorporating recently
acquired entities and cost reduction and synergies largely
realized. This could be driven by prolong down cycle in the energy
sector resulting in a 5% decline in revenue and approximately 500
bps contraction in EBITDA margins. The revenue decline is more
moderate than the previous down cycle where revenue declined by
14%; Quorum has since raised the visibility of its revenue outlook
by significantly increasing the proportion of
recurring/re-occurring revenue. Fitch assumes a 6.5x EV multiple in
its recovery analysis. In the 21st edition of Fitch's Bankruptcy
Enterprise Values and Creditor Recoveries case studies, Fitch notes
nine past reorganizations in the Technology sector with recovery
multiples ranging from 2.6x to 10.8x. Of these companies, only
three were in the Software sector: Allen Systems Group, Inc.,
Avaya, Inc. and Aspect Software Parent, Inc., which received
recovery multiples of 8.4x, 8.1x and 5.5x, respectively. Fitch
believes Quorum's strong position in software solution for the
energy sector and highly visible revenue outlook support a recovery
multiple in the middle of this range.
RATING SENSITIVITIES
Developments that May, Individually or Collectively, Lead to
Positive Rating Action
-- Fitch's expectation of forward total leverage sustaining below
5.5x;
-- FCF margin sustaining above 15% and >$50 million;
-- Revenue growth greater than 10% implying market share gain.
Developments that May, Individually or Collectively, Lead to
Negative Rating Action
-- Fitch's expectation of FCF margin sustaining below 5% implying
less financial flexibility;
-- Revenue growth sustaining in low single-digits;
-- Gross leverage sustaining above 7x.
LIQUIDITY
Pro forma for the sponsor transaction, Quorum will have adequate
liquidity of $16 million in unrestricted cash and cash equivalents
and a $30 million revolving credit facility (undrawn) maturing in
2023. The company's liquidity profile is supported by solid EBITDA
and FCF generation.
Per the sponsor transaction, the company's new capital structure
will consist of the following:
-- $30 million senior secured revolving credit facility (undrawn
at close) due 2023
-- $230 million senior secured first lien term loan due 2025
-- $100 million senior secured second lien term loan due 2026
Fitch believes that the company has sufficient cash on hand to
handle all upcoming bank debt repayments in the near term.
FULL LIST OF RATING ACTIONS
QBS Parent, Inc.
-- Long-Term IDR 'B'; Outlook Stable;
-- $30 million first lien secured revolving credit facility
'BB-'/'RR2';
-- $230 million first lien secured term loan 'BB-'/'RR2'.
QUORUM BUSINESS: Moody's Assigns B3 CFR, Outlook Stable
-------------------------------------------------------
Moody's Investors Service assigned ratings to QBS Parent, Inc.,
including a B3 Corporate Family Rating and B3-PD Probability of
Default Rating, and B2 ratings to new senior secured first-lien
debt, including a $30 million revolving credit facility and a $230
million term loan. Proceeds from the new first-lien term loan and
from a new, $100 million second-lien term loan (unrated), along
with common equity from new financial sponsor Thoma Bravo, will be
used to effect Thoma Bravo's acquisition of Quorum, pay transaction
fees, and allocate a small amount of cash to Quorum's balance
sheet. The purchase price represents a roughly 17-times multiple of
Moody's adjusted, March 31, 2018 LTM EBITDA, which adjusts for
recent acquisitions, certain assumed synergies, as well as a nearly
$7 million change in deferred revenue. The rating outlook is
stable.
Assignments:
Issuer: QBS Parent, Inc.
Corporate Family Rating, Assigned B3
Probability of Default Rating, Assigned B3-PD
$30 million senior secured, first-lien revolving credit facility,
expiring 2023, Assigned B2 (LGD3)
$230 million senior secured, first-lien term loan, maturing 2025,
Assigned B2 (LGD3)
Outlook is stable
RATINGS RATIONALE
The B3 CFR reflects the very high, roughly 8.0 times debt-to-EBITDA
leverage it has assumed as a result of Thoma Bravo's acquisition.
Moody's expect leverage to ease by nearly a turn by the end of
2019, due in part to the company's having effectively streamlined
its cost structure and to revenue support provided by recent
favorable energy markets. Free cash flow, while halved from pre-LBO
levels to about 3.0% of debt, is in line with B3-rated peers.
Moody's also expects that Quorum's very small revenue scale, which
had shrunk over the past few years because of the energy industry's
prolonged weak operating environment, will improve markedly over
the next twelve to eighteen months. Moody's anticipates that,
boosted largely by late-2017 and early-2018 acquisitions, sales
will easily exceed $100 million this year, a level it first
surpassed in 2015.
Quorum has done a solid job of keeping its costs in check and its
margins stable, especially in the face of demand softness in 2016
and 2017, and in spite of above-average investment in sales and
marketing and in new products and technologies. The relative
stabilization and strengthening of the oil and gas markets have
enabled the company's customers to resume investments in new ERP
systems and in upgrades of existing software that they had delayed
undertaking because of high uncertainty in the energy markets
during most of 2016. As subscription-based revenues continue to
become a larger portion of overall revenues, Quorum's liquidity and
revenue visibility will improve, as contracted subscriptions
provide inflows of cash at the beginning of each year.
Moody's considers Quorum's liquidity good, by virtue of the
company's good free-cash-flow generation capability, a moderate
amount of opening cash, and its expectation for an undrawn
revolving credit facility, which is being increased in connection
with the LBO to $30 million, from $20 million. As it has in the
past, however -- most recently in the first half of 2018 for the
Entero transaction -- the company may draw temporarily on the
facility in order to make an acquisition, and then replenish its
capacity using cash from operations and/or proceeds from an add-on
term loan. Moody's expects the company to maintain a cash balance
over the next year of roughly $15 million.
The stable outlook reflects Moody's expectation for the company,
bolstered by recent acquisitions, to post revenues of approximately
$125 million in 2018, with mid- to upper-single-digit-percentage
growth in 2019. The growth reflects the relative strengthening and
stabilization of the O&G markets over the past two years, enabling
Quorum's customers to resume investments in new ERP systems and in
upgrades of existing software. Moody's also expects solid
profitability and cash flow growth, which should enable
deleveraging to under 7.0 times by the end of 2019.
Moody's could upgrade Quorum's ratings if the company's scale
expands materially, and EBITDA grows such that total debt-to-EBITDA
remains below 6.5 times and free-cash-flow-to-total-debt exceeds
mid-single-digit percentages, both on a sustained basis. Moody's
could downgrade the ratings if revenues and EBITDA fail to grow as
expected, or if the company fails to realize the substantial
synergies and cost savings it anticipates. The ratings could also
be downgraded if Moody's believes that leverage will deteriorate,
instead of improving as expected, if liquidity shows signs of
deteriorating, or compliance with financial covenants appears
challenged.
Headquartered in Houston, TX, Quorum is a software development and
consulting company that designs, develops, implements, and supports
enterprise resource planning software solutions to companies in the
North American energy industry. The company is owned by affiliates
of Thoma Bravo Partners as the result of a late-2018 LBO. Moody's
estimates that that Quorum's 2018 revenues, bolstered by recent
acquisitions, will be approximately $125 million, or 25% higher
than in 2017.
The principal methodology used in these ratings was Software
Industry published in August 2018.
RANDAL D. HAWORTH: Committee Taps Buchalter as Legal Counsel
------------------------------------------------------------
The official committee of unsecured creditors of Randal D. Haworth
M.D. Inc. seeks approval from the U.S. Bankruptcy Court for the
Central District of California to hire Buchalter, a Professional
Corporation, as its legal counsel.
The firm will advise the committee regarding its duties under the
Bankruptcy Code and will provide other legal services related to
its Chapter 11 case.
The hourly rates for the firm's attorneys range from $285 to $895.
Steven Spector, Esq., and Brian Harvey, Esq., the attorneys who
will be handling the case, charge $750 per hour and $450 per hour,
respectively.
Mr. Harvey, a senior counsel at Buchalter, disclosed in a court
filing that his firm is a "disinterested person" as defined in
Section 101(14) of the Bankruptcy Code.
Buchalter can be reached through:
Steven M. Spector, Esq.
Brian T. Harvey, Esq.
Buchalter, A Professional Corporation
1000 Wilshire Boulevard, Suite 1500
Los Angeles, CA 90017-2457
Telephone: (213) 891-0700
Facsimle: (213) 896-0400
E-mail: sspector@buchalter.com
bharvey@buchalter.com
About Randal D. Haworth
Randal D. Haworth M.D. Inc. filed a Chapter 11 bankruptcy petition
(Bankr. C.D. Cal. Case No. 18-16306) on May 31, 2018, estimating
less than $1 million in assets and liabilities.
The Debtor tapped Havkin & Shrago, Attorneys At Law, as counsel.
Elliot M. Hirsch was appointed as patient care ombudsman in the
Debtor's case.
On Aug. 9, 2018, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. Buchalter is the
Committee's legal counsel.
RELATIVITY MEDIA: Hires Prime Clerk LLC as Administrative Advisor
-----------------------------------------------------------------
Relativity Media, LLC, seeks approval from the U.S. Bankruptcy
Court for the Southern District of New York to hire Prime Clerk LLC
as administrative advisor.
Services to be provided by Prime Clerk are:
(a) assist with, among other things, solicitation, balloting
and tabulation of votes, and prepare any related reports, as
required in support of confirmation of a chapter 11 plan, and in
connection with such services, process requests for documents from
parties in interest, including, if applicable, brokerage firms,
bank back-offices and institutional holders;
(b) prepare an official ballot certification and, if
necessary, testify in support of the ballot tabulation results;
(c) assist with the preparation of the Debtors’ schedules of
assets and liabilities and statements of financial affairs and
gather data in conjunction therewith;
(d) provide a confidential data room, if requested;
(e) manage and coordinate any distributions pursuant to a
chapter 11 plan; and
(f) provide such other processing, solicitation, balloting and
other administrative services described in the Engagement
Agreement, but not included in the Section 156(c) Application, as
may be requested from time to time by the Debtors, the Court or the
Office of the Clerk of the Bankruptcy Court.
Prime Clerk will be paid at these hourly rates:
Director of Solicitation $210
Solicitation Consultant $190
COO and Executive VP No charge
Director $175 to $195
Consultant/Senior Consultant $65 to $165
Technology Consultant $35 to $95
Analyst $30 to $50
Prime Clerk will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Benjamin J. Steele, vice president of Prime Clerk LLC, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.
Prime Clerk can be reached at:
Benjamin J. Steele
PRIME CLERK LLC,
830 Third Avenue, 9th Floor
New York, NY 10022
Tel: (212) 257-5450
About Relativity Media
Relativity -- http://www.relativitymedia.com/-- is a global media
company engaged in multiple aspects of content production and
distribution, including movies, television, sports, digital and
music.
Relativity Studios, the company's largest division, has produced,
distributed or structured financing for more than 200 motion
pictures, generating more than $17 billion in worldwide box-office
revenue and earning 60 Oscar nominations. Relativity's films
include Oculus, Safe Haven, Act of Valor, Immortals, Limitless, and
The Fighter.
Relativity Media LLC and its affiliates, including Relativity
Fashion, LLC, sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D.N.Y. Case No. 15-11989) on July 30, 2015. The
case is assigned to Judge Michael E. Wiles.
An investor group composed of Anchorage Capital Group, L.L.C.,
Falcon Investment Advisors, LLC and Luxor Capital Group, LP on Oct.
21, 2015, completed its purchase of the assets of Relativity
Television.
After selling their TV business, the Debtors and CEO Ryan C.
Kavanaugh filed a plan of reorganization that contemplated
reorganizing the Debtors' non-TV business units with a
substantially de-levered balance sheet utilizing new equity
investments and new financing. The Court on Feb. 8, 2016,
confirmed the Debtors' Fourth Amended Plan.
Relativity Media and its affiliates sought protection under Chapter
11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 18-11358)
on May 3, 2018. This is the company's second trip to Chapter 11.
In the 2018 petition signed by CRO Colin M. Adams, Relativity Media
estimated assets of $100 million to $500 million and liabilities of
$500 million to $1 billion.
Judge Michael E. Wiles presides over the cases.
In the 2015 cases, the Debtors tapped Sheppard Mullin Richter &
Hampton LLP, and Jones Day as counsel; FTI Consulting, Inc., as
crisis and turnaround management services provider; Blackstone
Advisory Partners L.P. as investment; and Donlin, Recano & Company,
Inc., as claims and noticing agent.
In the 2018 cases, the Debtors tapped Winston & Strawn LLP as their
legal counsel; M-III Partners, LP as restructuring advisor; and
Prime Clerk LLC as noticing and claims consultant.
On May 18, 2018, the Office of the United States Trustee appointed
an official committee of unsecured creditors. The Committee
selected Robins Kaplan LLP to serve as counsel.
* * *
In the 2018 cases, Netflix, Inc., has a pending request before the
Court for the appointment of a trustee to manage the operations of
the Debtors.
RENNOVA HEALTH: Issues $1.24 Million Additional Debentures
----------------------------------------------------------
As previously announced, the Additional Issuance Agreements entered
into by Rennova Health, Inc., on July 16, 2018 provided that, from
time to time on or before Dec. 31, 2018, in one or more closings,
the Company may request that the institutional investors party to
the Additional Issuance Agreements purchase up to $3,100,000
aggregate principal amount of additional Senior Secured Original
Issue Discount Convertible Debentures due Sept. 19, 2019, issuable
under the Additional Issuance Agreements. As also previously
announced, on Aug. 2, 2018 the institutional investors purchased
$620,000 aggregate principal amount of additional Debentures and
the Company received proceeds of $500,000.
The Company requested that the institutional investors purchase a
further $1,240,000 aggregate principal amount of Debentures, which
was accepted by the investors. The Debentures were issued on Sept.
6, 2018 and the Company received proceeds of $1,000,000. After the
issuances on Aug. 2, 2018 and Sept. 6, 2018, under the Additional
Issuance Agreements the Company may now request that the
institutional investors purchase up to $1,240,000 aggregate
principal amount of additional Debentures on or before Dec. 31,
2018.
These Debentures were issued in reliance on the exemption from
registration contained in Section 4(a)(2) of the Securities Act of
1933, as amended, and by Rule 506 of Regulation D promulgated
thereunder as a transaction by an issuer not involving a public
offering.
About Rennova Health
Rennova Health, Inc. -- http://www.rennovahealth.com/-- owns and
operates two rural hospitals in Tennessee and provides diagnostics
and supportive software solutions to healthcare providers,
delivering an efficient, effective patient experience and superior
clinical outcomes.
Rennova Health reported a net loss attributable to common
shareholders of $108.5 million for the year ended Dec. 31, 2017,
compared to a net loss attributable to common shareholders of
$32.61 million for the year ended Dec. 31, 2016.
As of June 30, 2018, the Company had $16.24 million in total
assets, $138.32 million in total liabilities, $5.83 million in
redeemable preferred stock I-1, $2.03 million in redeemable
preferred stock I-2, and a total stockholders' deficit of $129.9
million.
The report from the Company's independent accounting firm Green &
Company, CPAs, in Tampa, Florida, the Company's auditor since 2015,
on the consolidated financial statements for the year ended Dec.
31, 2017, includes an explanatory paragraph stating that the
Company has significant net losses, cash flow deficiencies,
negative working capital and accumulated deficit. Those conditions
raise substantial doubt about the company's ability to continue as
a going concern.
RESURRECTION LIFE: Case Summary & 9 Unsecured Creditors
-------------------------------------------------------
Debtor: Resurrection Life Ministry, Inc.
dba Grace Christian Fellowship Church,Inc.
3035 East Holmes Road
Memphis, TN 38118
Business Description: Resurrection Life Ministry, Inc. is a
religious organization based in Memphis,
Tennessee. Resurrection Life Ministry is
an interdenominational, Christ-centered
ministry that seeks to apply New Testament
principles to every area of peoples' lives.
Chapter 11 Petition Date: September 7, 2018
Court: United States Bankruptcy Court
Western District of Tennessee (Memphis)
Case No.: 18-27490
Judge: Hon. Jennie D. Latta
Debtor's Counsel: John Edward Dunlap, Esq.
LAW OFFICE OF JOHN E. DUNLAP
3294 Poplar Ave., Suite 240
Memphis, TN 38111
Tel: (901) 320-1603
Fax: (901) 320-6914
Email: jdunlap00@gmail.com
Total Assets: $640,000
Total Liabilities: $4,120,718
The petition was signed by Leo Holt, pastor.
A full-text copy of the petition containing, among other items, a
list of the Debtor's nine unsecured creditors is available for free
at:
http://bankrupt.com/misc/tnwb18-27490.pdf
REX ENERGY: PennEnergy Agrees to Acquire Assets for $600.5M
-----------------------------------------------------------
PennEnergy Resources, LLC, has agreed to acquire substantially all
the assets of Rex Energy Corporation for a cash purchase price of
$600.5 million. The assets acquired include cash accounts of $29.5
million held by Rex used to collateralize firm transportation
contracts that will be released to PennEnergy at close.
Rex had filed for bankruptcy protection on May 18, 2018. The
transaction has been approved by the United States Bankruptcy Court
for the Western District of Pennsylvania. Closing is expected to
occur on September 28, 2018.
On a combined basis, PennEnergy Resources will operate 329
horizontal producing shale wells. The Company will control 203,500
gross leasehold acres, primarily in the Pennsylvania counties of
Butler, Beaver and Armstrong, north of Pittsburgh. Independent
Petroleum Consultants, Wright & Company, Inc., estimated total
combined net proved reserves of 8.5 trillion cubic feet of natural
gas equivalents ("TCFE"), of which 1.7 TCFE are proved developed
producing. Assuming current strip pricing, these reserve estimates
had an estimated net present value using a 10% discount rate of
$3.2 billion and $1.3 billion, respectively. Approximately 34% of
the Company's reserves will be derived from natural gas liquids.
With combined gross production of approximately 700 million cubic
feet per day of natural gas equivalents ("Mmcfe") and net
production of 450 Mmcfe per day, the Company believes it will be
the 10th largest natural gas producer in Pennsylvania and the third
largest headquartered in the Commonwealth.
The Company intends to fund the transaction with equity
contributions from its existing owners and from its revolving line
of credit from a consortium of banks co-led by Wells Fargo and
JP Morgan. Pro forma for the transaction, PennEnergy will have
total funded debt of approximately 2.0x EBITDA and expects to
generate free cash flow immediately upon closing.
"We are thrilled to have the opportunity to integrate the assets of
Rex Energy into PennEnergy," stated Richard D. Weber, Chairman and
CEO. "Almost all of the combined assets of the two companies are
in the core of the Marcellus Shale, and with nearly 20-years of
drilling inventory we have the opportunity to continue delivering
growth at attractive rates of returns for many years to come."
Greg Muse, President and COO added, "Most of Rex's assets are
contiguous to our existing operations and offer us the opportunity
to improve on our industry leading costs per unit and further our
reputation for safe operations and environmental stewardship. We
plan to operate two horizontal rigs on the combined properties and
eagerly look forward to integrating the Rex operations."
About PennEnergy Resources
Based in Pittsburgh, Pennsylvania, PennEnergy Resources --
http://www.pennenergyresources.com-- is a privately-held natural
gas producer founded by Rich Weber and Greg Muse in 2011. The
Company is majority-owned by funds controlled by EnCap Investments
of Houston, Texas.
PennEnergy Resources received financial advice from JP Morgan
Securities and legal advice from Vinson & Elkins.
About Rex Energy Corp.
Rex Energy Corporation -- http://www.rexenergy.com/-- and its
subsidiaries are independent oil and gas companies operating in the
Appalachian Basin, engaged in the acquisition, production,
exploration and development of oil, natural gas and natural gas
liquids. They are focused on drilling and exploration activities
in the Marcellus Shale, Utica Shale and Upper Devonian Shale. Rex
Energy is headquartered in State College, Pennsylvania and became a
public company in 2007.
On May 18, 2018, Chapter 11 cases were filed by Rex Energy
Corporation (Bankr. W.D. Pa. Case No. 18-22033) and its affiliates
R.E. Gas Development, LLC (Bankr. W.D. Pa. Case No. 18-22032), Rex
Energy Operating Corp. (Case No. 18-22034), and Rex Energy I, LLC
(Case No. 18-22035). R.E. Gas Development is the lead case.
In the petitions signed by Thomas C. Stabley, president and CEO,
the Debtors listed total assets of $851,000,957 and total debt of
$984,529,090 as of April 30, 2018.
Judge Jeffery A. Deller presides over the cases.
James D. Newell, Esq., Timothy P. Palmer, Esq., and Tyler S.
Dischinger, Esq., at Buchanan Ingersoll & Rooney PC and Scott J.
Greenberg, Esq., Michael J. Cohen, Esq., Anna Kordas, Esq., Thomas
A. Howley, Esq., and Rachel Biblo Block, Esq., at Jones Day, serve
as the Debtors' bankruptcy counsel.
The Debtors tapped Perella Weinberg Partners as their investment
banker; FTI Consulting, Inc., as financial advisor; and Prime Clerk
LLC as claims and noticing agent.
The Office of the U.S. Trustee for Region 3 appointed an official
committee of unsecured creditors on May 29, 2018. The Committee
tapped Brown Rudnick LLP as its lead counsel; and Leech Tishman
Fuscaldo & Lampl, LLC, as its local counsel.
ROSEGARDEN HEALTH: Trustee Taps Litchfield Cavo as Legal Counsel
----------------------------------------------------------------
Jon Newton, the Chapter 11 trustee for The Rosegarden Health and
Rehabilitation Center LLC and Bridgeport Health Care Center Inc.,
seeks approval from the U.S. Bankruptcy Court for the District of
Connecticut to retain Litchfield Cavo LLP.
The firm will continue to represent Bridgeport in civil actions
pending in the U.S. District Court for the District of
Connecticut.
Litchfield is a "disinterested person" as defined in Section
101(14) of the Bankruptcy Code, according to court filings.
The firm maintains an office at:
Office Contact: Melicent B. Thompson
Litchfield Cavo LLP
82 Hopmeadow Street, Suite 210
Simsbury, CT 06089
Phone: 860.413.2800
Fax: 860.413.2801
About The Rosegarden Health and
Rehabilitation Center LLC
Located in Waterbury, Connecticut, Bridgeport Health Care Center
and The Rosegarden Health and Rehabilitation Center LLC --
http://www.bridgeporthealthcarecenter.com/-- provide long and
short-term nursing care and rehabilitation services. Bridgeport
offers nursing care, Alzheimer's care, rehab/physical therapy,
wound care, dietary, respite care, and hospice care.
Rosegarden services include 24-hour nursing care, APRN on Staff,
short-term and long-term rehab, physical therapy, speech therapy,
occupational therapy, IV therapy/medical/incontinence management,
CPAP/BIPAP/tracheotomy care, podiatry; dental, audiology services,
respiratory care, among others.
Bridgeport Health Care and Rosegarden sought Chapter 11 protection
(Bankr. D. Conn. Case Nos. 18-50488 and 18-30623, respectively) on
April 18, 2018. In the petitions signed by their chief financial
officer, Chaim Stern, Bridgeport estimated assets and liabilities
of less than $50 million, and Rosegarden Health estimated assets
and liabilities of less than $10 million.
The Hon. Julie A. Manning is the case judge.
Richard L. Campbell, Esq., at White and Williams LLP, serves as the
Debtors' counsel.
William K. Harrington, the United States Trustee for Region 2,
appointed Joseph J. Tomaino as patient care ombudsman in the cases.
The PCO hired Barbara H. Katz, as counsel.
Jon Newton was appointed Chapter 11 trustee for the Debtors. The
Trustee is represented by Reid and Riege, P.C.
ROTONDO WEIRICH: Taps Silverman Kendall as Accountant
-----------------------------------------------------
Rotondo Weirich Enterprises, Inc., and Rotondo Weirich, Inc., seek
approval from the U.S. Bankruptcy Court for the Eastern District of
Pennsylvania to hire Silverman Kendall, LLC as their accountant.
The firm will prepare the income tax returns for both Debtors for
the 2014, 2015 and 2016 tax years
Silverman will charge these hourly rates:
Partner $325
Staff Professional $140 - $190
Secretarial Staff $40
The firm has requested a retainer in the sum of $20,000.
Samuel Silverman, a certified public accountant employed with
Silverman, disclosed in a court filing that his firm is a
"disinterested person" as defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Samuel A. Silverman
Silverman Kendall, LLC
200 Gibraltar Road, Suite 115
Horsham, PA 19044
Phone: (215) 259-4100
E-mail: info@skllc.com
About Rotondo Weirich
Rotondo Weirich Enterprises, Inc. and five of its affiliates sought
Chapter 11 protection (Bankr. E.D. Pa. Case Nos. 15-16146 to
15-16151) on Aug. 27, 2015. Judge Eric L. Frank entered an order
directing joint administration of the Debtors' cases.
The petition was signed by Steven J. Weirich, their president and
CEO. The Debtors disclosed total assets of $8,667,885 and total
liabilities of $10,452,860. Maschmeyer Karalis P.C. originally
represented the Debtors as counsel, but was later replaced by
Karalis P.C.
On Sept. 22, 2015, Andrew Vara, acting U.S. trustee for Region 3,
appointed an official committee of unsecured creditors. The
Committee is represented by Reed Smith LLP.
RUBY'S DINER: Files for Chapter 11 With Craig Deal
--------------------------------------------------
Ruby's Diner, Inc., the operator and franchisor of multiple Ruby's
Diner restaurants across the nation, on Sept. 5, 2018, disclosed
that it has entered into a plan support agreement ("Agreement")
with Steven L. Craig ("Craig"). As the purveyor of America's best
burgers, fries and shakes, the Agreement, once implemented, will
significantly reduce the Company's debt and strengthen its balance
sheet allowing it to leverage a new strategic business plan leading
to increased store sales and franchise growth. Mr. Craig is a
successful businessman who owns multiple profitable Ruby's
franchises and is very familiar with the Ruby's brand and
operations.
"Ruby's is excited about the next chapter in its evolution. The
Agreement and proposed equity infusion are strong endorsements of
the Ruby's brand," said Doug Cavanaugh, Chief Executive Officer of
Ruby's. "Our restaurants are open and customers can continue to
rely on Ruby's for great food and excellent customer service. We
will continue to sell and honor all customer gift cards and our
Ruby's Rewards program remains in place."
In order to swiftly and efficiently restructure its financial
obligations and to implement the Agreement, the Company filed a
voluntary petition under chapter 11 of the United States Bankruptcy
Code in the United States Bankruptcy Court for the Central District
of California. Importantly, only certain wholly-owned restaurants
are included in the proceedings: Ruby's Huntington Beach; Ruby's
Laguna Hills; Ruby's Oceanside; and Ruby's Palm Springs.
Franchises and the remaining 28 Ruby's restaurants are not included
in the proceedings. The Company intends to move through this
process quickly, emerging in 120-180 days. This process should
have little or no impact on employees, restaurants or franchisees.
The debtor-in-possession financing commitment from Craig together
with the Company's cash flow from operations should provide Ruby's
ample liquidity to meet all operating expenses and maintain normal
operations. Assuming that the structure outlined in the Agreement
is implemented, Ruby's will emerge from Chapter 11 with Craig
owning 60% of the reorganized entity.
"In recent years, as Ruby's has evolved with a changing industry,
the Company suffered some financial setbacks from which we have
been working to recover. For the most part, we have been
successful. We believe the Agreement, once implemented, will
significantly improve our capital structure and provide Ruby's the
best opportunity for long-term success," added Mr. Cavanaugh.
"Specifically, all employees, franchisees, guests and vendors will
be paid on a prompt and timely basis going forward and our
restaurants will remain open."
Court filings as well as other information related to the
restructuring are available at www.donlinrecano.com/rubys or by
calling the restructuring information hotline at 1-800-780-7386 or
international toll at 1-212-771-1128, or by submitting an inquiry
via e-mail to rdinfo@donlinrecano.com.
The Company is advised by William Lobel, a partner in the law firm
of Pachulski, Stang, Ziehl & Jones LLP and has engaged Michael J.
Issa of Glass Ratner as its financial advisor.
About Ruby's Diner
Celebrating over 35 years of success in 2017, Ruby's Diner first
opened on the Balboa Pier in Newport Beach, California in 1982.
Today Ruby's Restaurant Group is a privately held company that
operates and franchises multiple Ruby's Diner concepts across the
nation, with over 32 U.S. stores across California, Nevada,
Arizona, Pennsylvania, New Jersey, and Texas, including mall,
casino and airport locations, Ruby's Diner serves up America's
favorite burgers, hand-made milkshakes, and delicious fries in
addition to a wide selection of breakfast entrees.
RUBY'S FRANCHISE: Case Summary & 13 Unsecured Creditors
-------------------------------------------------------
Debtor: Ruby's Franchise Systems, Inc.
4100 MacArthur Blvd., Suite 310
Newport Beach, CA 92660
Business Description: Ruby's Franchise Systems, Inc. --
https://www.rubys.com/franchising --
is the creator of Ruby's Diner which serves
burgers, hand-made milkshakes, in
addition to a wide selection of breakfast,
lunch and dinner entrees. Ruby's Diner
operates across California, Nevada and
Texas.
Chapter 11 Petition Date: September 6, 2018
Court: United States Bankruptcy Court
Central District of California (Santa Ana)
Case No.: 18-13324
Judge: Hon. Catherine E. Bauer
Debtor's Counsel: Eric J. Fromme, Esq.
THEODORA ORINGHER PC
535 Anton Boulevard, Ninth Floor
Costa Mesa, CA 92626
Tel: (714) 549-6200
Fax: (714) 549-6201
Email: efromme@tocounsel.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Doug Cavanaugh, president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 13 unsecured creditors is available for free
at:
http://bankrupt.com/misc/cacb18-13324.pdf
SEABROOK DENTAL: Case Summary & 18 Unsecured Creditors
------------------------------------------------------
Debtor: Seabrook Dental Laboratory, LLC
7125 224th Street SE
Edmonds, WA 98026
Business Description: Seabrook Dental Laboratory, LLC --
https://www.seabrookdentallab.com --
is an independent, full service
dental laboratory in Edmonds, Washington.
Seabrook Dental offers the newest technology
and dental prosthetic solutions to dentist
clients.
Chapter 11 Petition Date: September 6, 2018
Court: United States Bankruptcy Court
Western District of Washington (Seattle)
Case No.: 18-13499
Judge: Hon. Christopher M. Alston
Debtor's Counsel: Thomas D. Neeleman, Esq.
NEELEMAN LAW GROUP, P.C.
1904 Wetmore Ave Ste 200
Everett, WA 98201
Tel: 425-212-4800
Email: courtmail@expresslaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Timothy R. Holbrook, managing member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 18 unsecured creditors is available for free
at:
http://bankrupt.com/misc/wawb18-13499.pdf
SERTA SIMMONS: Bank Debt Trades at 15% Off
------------------------------------------
Participations in a syndicated loan under which Serta Simmons
Bedding LLC is a borrower traded in the secondary market at 85.25
cents-on-the-dollar during the week ended Friday, August 31, 2018,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 1.32 percentage points from the
previous week. Serta Simmons pays 350 basis points above LIBOR to
borrow under the $1.95 billion facility. The bank loan matures on
November 8, 2023. Moody's rates the loan 'B3' and Standard & Poor's
gave a 'B-' rating to the loan. The loan is one of the biggest
gainers and losers among 247 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday,
August 31.
SEVEN STARS: Acquires Grapevine, an Influencer Marketing Company
----------------------------------------------------------------
Seven Stars Cloud Group, Inc., has acquired Grapevine Logic Inc.,
which acquisition will play a pivotal role in SSC's consumer asset
digitization strategy.
This acquisition is integrally linked with SSC's 4+2+1 Strategy to
drive growth across its core product areas which are -- 1)
Fixed Income-based Financial Digital Assets, 2) Consumer Tech
Digital Assets, 3) Commodity and Energy Digital Assets, and 4)
TradeTech Digital Assets.
Targeting the Social Media Influencer market, estimated to have
reached a market size of $2 billion in 2017, Grapevine has become
"a world leader in facilitating the collaboration between
advertisers/brands and video-based social influencers/content
creators." Through the Grapevine platform, more than 4,700 brands
-- including many of today's leading Fortune 500 consumer brands in
Beauty, Fashion, Women's Lifestyle, Gaming, Consumer Electronics,
Cooking, Nutrition, Men’s Lifestyle, Sports, Exercise and several
other secondary verticals -- have been able to engage with over
177,000 social influencers, reaching more than 3.2 billion
followers, ultimately helping these companies promote their
products and strengthen their brands.
Grapevine's core business model thrives on brands spending their
marketing dollars on Grapevine's web-based platform. These brands
essentially hire social media influencers to deliver specific
marketing requirements. Through bookings, Grapevine captures fees
from brands as well as a service fee from hired influencers.
Additionally, Grapevine provides a white glove Agency model where
the Company works closely with big brands to deliver high quality
marketing results with leading influencers.
Blockchain and Artificial Intelligence technology, core assets for
SSC, enable seamless and decentralized collaboration between
counterparties, eliminating the need for a central authority.
Blockchain can be used for a wide variety of applications, such as
tracking the ownership of digital assets, keeping decentralized
transactional records and establishing verified consensus.
By applying blockchain-enabled technologies such as smart contracts
and the tokenization of assets to Grapevine's existing ecosystem
and existing social media influencer business model, SSC looks to
revolutionize the way influencers and celebrities alike, engage
with fans, brands and communities on a global scale.
By empowering influencers via a token-based model, they will be
able to more effectively build their brands, monetize their work,
and engage with their audiences. The ability to provide
influencers with new monetization paths, as well as fans and brands
with exclusive access to these influencers and their services, is a
massive opportunity.
Additionally, the acquisition of Grapevine allows for unique access
to high impact influencers from top celebrities through
micro-influencers. SSC will be pursuing celebrity tokenization
opportunities that may include and facilitate access to
merchandise, exclusive interactions, and other value added services
as influencers grow in popularity. With Grapevine, tokenized
celebrity influencer monetization opportunities can be taken to new
heights.
Further, Grapevine will accelerate SSC's penetration into customer
loyalty programs, consumer financing, and the asset securitization
market. The combination of loyalty management programs and
blockchain technology can bring immense efficiencies to cash
rewards, pre-paid cards and coupons bringing numerous market
efficiencies, cost reductions, and enhanced brand loyalty. In the
U.S. alone, customer loyalty memberships have reached 3.8 billion.
Also, of note, the integration of AI for risk management and
blockchain technology into Grapevine's core business model will act
as a force enabler for Grapevine and also provide strategic
capability for SSC. The Company will leverage the global reach of
Grapevine's growing social media follower network that is accessed
by Grapevine's Social Media Influencers. This reach provides for
enhanced consumer marketing as well as digital asset creation and
sales. Furthermore, as blockchain-based transactions become more
prolific and asset digitization of securities and non-securities
grow, the ability to access large audiences will continue to be of
incredible value.
"We are very excited to welcome Grapevine and its robust and
vibrant network of influencers and brands to the SSC family," said
Bruno Wu, executive chairman & CEO of SSC. "We believe Grapevine's
existing global ecosystem will be the foundation for a broad
application of blockchain technologies throughout the media and
entertainment industry and be the cornerstone of our consumer
digital asset business line. We look forward to working closely
with Grapevine's team to expand the platform, enhance the
interactions between the participants and help identify and
compensate major up-and-coming stars."
"Our goal from day one was to help social influencers unlock value
through brand collaborations while staying true to their
audiences," said Grant Deken, Grapevine co-founder and CEO.
"Joining Bruno and the rest of the talented team at SSC accelerates
our ability to innovate and provide new ways to create value and
empower influencers, celebrities, and advertisers to more deeply
connect and engage with audiences. We are excited about the
opportunity that blockchain and AI offer, and we look forward to
integrating these technologies together to expand our market impact
and reach."
About Grapevine
Grapevine is an end-to-end influencer marketing platform that
enables collaboration between advertisers and social media content
creators to produce promotional content at scale. The Grapevine
network includes more than 177,000 creators who generate more than
6 billion monthly views. Advertisers leverage Grapevine's workflow
management software and proprietary tracking and analytics to
measure direct response and conversion rates from promotional
content on YouTube, Facebook, and Instagram. Learn more at
https://www.grapevinelogic.com/
About Seven Stars
Seven Stars Cloud Group, Inc., formerly Wecast Network, Inc. --
http://www.sevenstarscloud.com/-- is aiming to become a next
generation Artificial-Intelligent (AI) & Blockchain-Powered,
Fintech company. By managing and providing an infrastructure and
environment that facilitates the transformation of traditional
financial markets such as commodities, currency and credit into the
asset digitization era, SSC provides asset owners and holders a
seamless method and platform for digital asset securitization and
digital currency tokenization and trading. The company is
headquartered in Tongzhou District, Beijing, China.
Seven Stars reported a net loss of $10.19 million for the year
ended Dec. 31, 2017, compared to a net loss of $28.50 million for
the year ended Dec. 31, 2016. As of June 30, 2018, Seven Stars had
$153.57 million in total assets, $117.53 million in total
liabilities, $1.26 million in convertible redeemable preferred
stock, and $34.77 million in total equity.
B F Borgers CPA PC's report on the consolidated financial
statements for the year ended Dec. 31, 2017, contains an
explanatory paragraph expressing substantial doubt regarding the
Company's ability to continue as a going concern. The auditors
stated that the Company incurred recurring losses from operations,
has net current liabilities and an accumulated deficit that raise
substantial doubt about its ability to continue as a going concern.
SOLBRIGHT GROUP: Completes Merger to Create Iota Communications
---------------------------------------------------------------
Solbright Group, Inc. and M2M Spectrum Networks, LLC have completed
their merger to create Iota Communications, Inc. (Iota).
Initially announced on July 31, 2018, the merger brings together
two companies at the leading edge of the proliferation of the
Internet of Things (IoT) to form a new company that is the first
publicly-traded, pure-play, fully-featured IoT network operating
company in the U.S.
Prior to the merger, the companies entered into a partnership to
create a fully-integrated suite of solutions for commercial
facilities, called SFNet, which is a comprehensive, next-generation
Smart Facilities line of products that includes IoT-enabled
security, asset tracking, facilities management, energy management,
predictive maintenance and other services. The unique value
proposition of the combined company includes reducing energy costs,
increasing asset values, lowering maintenance and increasing
productivity at a fraction of the cost of prevailing solutions,
resulting in an attractive return on investment for customers.
Under the terms of the merger agreement, Spectrum Networks Group,
LLC, the majority owner of M2M, converted its previous $5 million
investment into Solbright common stock at $1.00 per share.
Solbright, which had 38.39 million shares outstanding pre-merger,
acquired 100 percent of M2M inexchange for 152.84 million shares of
Solbright common stock and the issuance of warrants to acquire an
additional 18.28 million shares of Solbright common stock.
With the merger complete, Iota will receive significant funding
capability from M2M over the next 18 months and will seek to change
its stock trading symbol to reflect the new name while applying for
an up-listing of its shares to a major exchange.
The company also announced the appointment of Barclay Knapp as
Chairman of the Board and chief executive officer and Terrence
DeFranco as president and chief financial officer, who will
maintain his position on the board of directors.
Mr. Knapp, 61, has been a successful telecommunications industry
executive for more than 35 years. Prior to co-founding M2M
Spectrum Networks, LLC, he served as the Chairman and CEO of
ProCapital Group, LLC, a management advisory group focused on
developing high-growth companies.
Previously, Mr. Knapp was a co-founder and president of Cellular
Communications, Inc. (CCI/Cellular One) in 1983, the first cellular
company in the U.S. to go public. After more than 10 years of
industry-pioneering operations, in the mid-'90s Mr. Knapp
facilitated the sale of CCI/Cellular One and its two international
affiliates for total valuations of $6 billion.
In 1993, Mr. Knapp co-founded and was CEO of NTL, Inc. (now Virgin
Media Inc.), and grew the company into what is now the largest
cable and broadband provider in the U.K. In 1998, The Financial
Times named him "Telecommunications Executive of the Year."
Mr. Knapp earned a BA in Mathematics from The Johns Hopkins
University and an MBA from Harvard Business School. He is
currently a fellow in the Center for Financial Economics at The
Johns Hopkins University.
Mr. DeFranco, 52, has extensive experience in management,
operations and finance of emerging middle market companies. His
background is primarily in the area of corporate finance,
previously serving as head of investment banking for Baird, Patrick
& Co., Inc., and head of investment banking and founding partner of
Burlington Securities Corp. He began his career on Wall Street in
1991 with UBS.
From 2004 to 2012, Mr. DeFranco served as Chairman and CEO of
Edentify, Inc., a financial risk management software company. Since
January, 2013, Mr. DeFranco served as the CEO and president of
Solbright Group, Inc. He is a graduate of the University of North
Carolina at Chapel Hill with a BA in Economics.
With offices in New Hope, PA, Phoenix, AZ, Newark, NJ, Charleston,
SC, and Jacksonville, FL, Iota seeks to become the preeminent
provider of comprehensive solutions for creating, connecting and
managing communications for the commercial IoT by leveraging M2M's
best in class, end to end network connectivity employing
FCC-licensed radio spectrum which ensures ubiquitous and
high-quality connectivity of devices. Iota has established
considerable traction for these solutions in multiple verticals,
including healthcare, agriculture, logistics and geo-marketing.
Additionally, Iota leverages a robust IoT cloud platform buttressed
with the BrightAI analytics platform developed by Solbright and
integrated with its commercial LED, HVAC and solar engineering,
procurement and construction services, all of which facilitate the
further development of SFNet.
About Solbright Group, Inc.
Solbright Group, Inc., formerly Arkados Group, Inc., is an
industrial AI, machine learning and energy management company
providing Internet of Things (IoT) solutions for commercial and
industrial facilities. Solbright conducts its business activities
through two subsidiaries, Arkados, Inc. (Arkados) and SolBright
Energy Solutions, LLC (SES). The Company underwent a significant
restructuring following Dec. 23, 2010, during which substantially
all of its assets were acquired by STMicroelectronics, Inc.
Settlements reached in connection with the Asset Sale and the
fulfillment of obligations in connection therewith, have been
substantially completed.
Arkados incurred a net loss of $3.34 million for the year ended May
31, 2017, following a net loss of $3.11 million for the year ended
May 31, 2016. The Company has incurred net losses of approximately
$55 million since inception, including a net loss of approximately
$9 million for the nine months ended Feb. 28, 2018. As of Feb. 28,
2018, Solbright had $18.87 million in total assets, $10.81 million
in total liabilities and $8.06 million in total stockholders'
equity.
Management expects to incur additional losses in the foreseeable
future and recognizes the need to raise capital to remain viable.
RBSM LLP, in New York, NY, issued a "going concern" qualification
in its report on Arkado's consolidated financial statements for the
year ended May 31, 2017, stating that the Company has incurred
recurring operating losses and will have to obtain additional
capital to sustain operations. These conditions raise substantial
doubt about the Company's ability to continue as a going concern.
SONOMA MT. LLC: Allan Cory Approved as Bankruptcy Counsel
---------------------------------------------------------
Sonoma MT. LLC, sought and obtained authority from the United
States Bankruptcy Court for the Northern District of California to
employ Allan J. Cory as counsel.
Cory regularly represents Chapter 7 and Chapter 13 Creditors; he
has also Chapter 12 Debtors and Chapter 11 Debtors and successfully
managed the confirmation of a plan thereon; although not with great
regularity. Cory has attended the training provided by the Court
for its model Chapter 11 Plan, Training by the Hon. Alan
Jaroslovsky on confirmation of Chapter 11 plans, has attended
training by Pincus for Chapter 11 Essentials, is a member of NACBA
and participates regularly in the local NACBA listserve where he
networks with fellow professionals, and owns several practice
guides particular to Chapter 11 practice.
Cory has agreed to an additional billing of the Debtor at the
following hourly rates for any excluded provision:
Allan J. Cory $300
Legal Assistant $150
Cory has agreed to cap attorney hourly billing fees for all regular
work performed in the Chapter 11 at a maximum fee of $20,000.
Cory has been paid a retainer fee of $5,003 in connection with the
Chapter 11 case.
Cory has agreed to represent the Debtor under these terms: An
hourly fee in the same billing amount(s) as set forth directly
below for any excluded provisions, with a maximum hourly work
"fee-cap" of $20,000.
Mr. Cory can be reached at:
Allan J. Cory, Esq.
LAW OFFICE OF ALLAN J. CORY
740 4th Street
Santa Rosa, CA 95404
Tel: 707-527-8810
Fax: 707-921-7375
Email: cory@sonic.net
About Sonoma Mt. LLC
Sonoma Mt. LLC is a privately held company whose principal assets
are located at 5365 Sonoma Mountain Rd Santa Rosa, CA 95404-8883.
The company is a small business debtor as defined in 11 U.S.C.
Section 101(51D).
Sonoma Mt. LLC filed a voluntary petition for relief under Chapter
11 of the bankruptcy code (Bankr. N.D. Cal. Case No. 18-10425) on
June 15, 2018. In the petition signed by Kimberly Lichter-Gardner,
managing member, the Debtor estimated $1 million to $10 million in
assets and liabilities. Allan J. Cory, Esq., at the Law Office of
Allan J. Cory, is the Debtor's counsel.
SPA 810: Committee Taps Burch & Cracchiolo as Bankruptcy Counsel
----------------------------------------------------------------
The Official Unsecured Creditors Committee of SPA 810, LLC sought
and obtained authority from the United States Bankruptcy Court for
the District of Arizona to retain Burch & Cracchiolo, P.A as
bankruptcy counsel for the Committee.
The Firm will perform these services:
(a) give the Committee legal advice with respect to its duties
and powers in the case;
(b) prepare motions and represent the Committee at hearings
regarding administrative matters in this case;
(c) review claims;
(d) evaluate causes of action belonging to the Bankruptcy
Estate, provide advice to the Committee regarding such actions, and
determining whether certain causes of action should or must be
prosecuted by the Committee rather than the Debtors;
(e) assist the Committee in evaluating the administration of
the Bankruptcy Cases and the management, financial condition and
operations of the Debtors' business and the desirability of the
continuance of such businesses, and any other matter relevant to
the case or to the formulation of a Plan;
(f) evaluate any Chapter 11 Plan of Reorganization and
Disclosure Statement filed by the Debtors or any other
party-in-interest and working with the Debtors or such other
parties in interest which have filed Plans to ensure that the terms
of any such Plan is in the best interest of general unsecured
creditors;
(g) formulate, negotiate and confirm any competing plans of
reorganization;
(h) evaluate the claims, arguments and issues raised by the
Debtors, or any other parties-in-interest, determine the impact of
those matters on the interests of the unsecured creditor body and
report to the Court the position of the Committee regarding such
matters to ensure the best interest of the creditor body is
observed in these cases;
(i) consult with and report to the Examiner regarding the
issues of concern to the general unsecured creditors and the
Committee; and
(j) perform other legal services as may be required in the
interest of the Committee and the Bankruptcy Estate.
The normal billing rate of Alan A. Meda is $500 and $150 for legal
assistants. Mr. Meda has agreed to discount his rate to $450 per
hour.
It is B&C's policy to charge its clients in all areas of practice
for all other expenses incurred in connection with the client's
case. The expenses charged to clients include, among other things,
mail and express mail charges, special or hand delivery charges,
document retrieval charges, photocopying charges, charges for
mailing supplies (including, without limitation, envelopes and
labels) provided by B&C to outside copying services for use in mass
mailings, computerized research, and transcription costs, as well
as non-ordinary overhead expenses such as secretarial and other
overtime.
Meda attests that B&C has not represented the Committee or any
other parties in interest, or its respective attorneys, in any
matter relating to the Debtor.
Burch & Cracchiolo, P.A. can be reached at:
Alan A. Meda, Esq.
BURCH & CRACCHIOLO, P.A.
702 East Osborn Road, Suite 200
Phoenix, AZ 85014
Tel: 602.274.7611
Email: ameda@bcattorneys.com
About Spa 810, LLC
SPA 810, LLC -- https://www.spa810.com -- owns and operates spas.
It is headquartered in Scottsdale, Arizona, wit locations in Texas,
Arkansas, Florida, Iowa, Minnesota, Georgia, Oklahoma Colorado, and
Kentucky.
SPA 810 and affiliate Phoenix Global Consulting Services sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz.
Case Nos. 18-06718 and 18-06719) on June 11, 2018.
At the time of the filing, SPA 810 estimated assets of less than
$500,000 and liabilities of less than $1 million to $10 million;
and Phoenix Global estimated less than $50,000 in assets and less
than $1 million in liabilities.
The Debtors tapped Dickinson Wright PLLC as their legal counsel.
SPA 810 hired Jonathan Miller, CPA, PC as its accountant.
On June 22, 2018, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors in the Debtors' cases.
The committee hired Tiffany & Bosco, P.A. as its legal counsel.
SPA 810, LLC hired Warshawsky Seltzer, PLLC as special counsel.
SPECFAC GROUP: Voluntary Chapter 11 Case Summary
------------------------------------------------
Affiliated companies that have filed voluntary petitions seeking
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Specfac Group LLC 18-43561
75001 IH-20
Gordon, TX 76453
Sundance Lodge LLC 18-43562
Sundance Partners LLC 18-43563
Sundance Residence Club LLC 18-43565
Sundance Residences LLC 18-43566
Icarus Investments Inc. 18-43567
Business Description: Specfac Group and its subsidiaries are
privately held real estate companies based
in Gordon, Texas.
Chapter 11 Petition Date: September 7, 2018
Court: United States Bankruptcy Court
Northern District of Texas (Ft. Worth)
Judges: Hon. Russell F. Nelms (18-43561 and 18-43563)
Hon. Mark X. Mullin (18-43562)
Debtors' Counsel: Gerrit M. Pronske, Esq.
PRONSKE GOOLSBY & KATHMAN, P.C.
2701 Dallas Parkway, Suite 590
Plano, TX 75093
Tel: (214) 658-6500
Fax: 214-658-6509
Email: gpronske@pgkpc.com
Estimated Estimated
Assets Liabilities
------------- ------------
Specfac Group LLC $1 mil. to $10 million $10 mil. to $50
million
Sundance Lodge LLC $1 mil. to $10 million $10 mil. to $50
million
Sundance Partners $0 to $50,000 $10 mil. to $50
million
The petitions were signed by Michael A. Ruff, trustee of Commander
Neyo Trust, manager.
The Debtors failed to include in the petitions lists of their 20
largest unsecured creditors.
Full-text copies of three of the petitions are available for free
at:
http://bankrupt.com/misc/txnb18-43561.pdf
http://bankrupt.com/misc/txnb18-43562.pdf
http://bankrupt.com/misc/txnb18-43563.pdf
STANDARD MEDIA: Fitch Withdraws B LongTerm Issuer Default Rating
----------------------------------------------------------------
Fitch Ratings has affirmed and withdrawn all of the ratings for
Standard Media Group LLC (Standard Media) and its parent, Standard
Media Holdings LLC (Holdings), including the 'B' long-term Issuer
Default Ratings (LT IDRs).
Fitch has withdrawn Standard Media's ratings following Tribune
Media Company's termination of its merger agreement with Sinclair
Broadcast Group, Inc. on Aug. 9. Standard Media's $335 million
first and second lien credit agreements were predicated on its
acquisition of nine stations from Sinclair-Tribune as part of a
larger sale of station assets to comply with regulatory
restrictions.
FULL LIST OF RATING ACTIONS
Fitch has affirmed and withdrawn the following ratings:
Standard Media Holdings LLC (Holdings)
-- Long-term IDR 'B'.
Standard Media Group LLC
-- Long-term IDR 'B';
-- Senior Secured First Lien Revolver 'BB'/'RR1';
-- Senior Secured First Lien Term Loan 'BB'/'RR1';
-- Senior Secured Second Lien Term Loan 'CCC+'/'RR6'.
STAR MOUNTAIN: Unsecureds to be Paid from Titan Promissory Note
---------------------------------------------------------------
Star Mountain Resources, Inc., submits a first amended plan of
reorganization dated August 31, 2018.
Class 4 under the latest plan consists of the Contingent or Barred
Claims. These Claims are not allowable against the Debtor for one
of the following reasons: (a) they are contingent claims that
should be brought against another entity; (b) they are time-barred;
(c) they are not ripe; (d) they are contractual Claims where a
condition to payment has either not been satisfied or has been
breached; or (e) they were fully satisfied by payments of Cash or
stock prior to the Petition Date. To the extent any Holder(s) of
Contingent or Barred Claims file Proofs of Claim against the
Debtor's Estate, the Debtor will object to those Claims and ask
that they be designated as "contingent or barred" and treated under
Class 4 of the Plan. The Debtor proposes that all Class 4
Contingent or Barred Claims be disallowed against the Debtor's
Estate and receive nothing more on account of those Claims. If,
when and to the extent any of the Class 4 Claims become Allowed
Claims, they will be paid pro rata in installments from the Allowed
Claims Distribution Fund on each Distribution Date that occurs
after the date such Claim becomes Allowed.
The Debtor will collect the Titan Promissory Note and will pay the
Holders of Allowed Administrative Claims and Allowed Class 2
Unsecured Trade Creditor Claims from available Cash and from the
proceeds collected from Titan Mining Corporation on the Titan
Promissory Note. The Titan Promissory Note is the promissory note
in the original principal amount of $3,000,000 with Titan as payor
and the Debtor as payee. The remaining proceeds collected on the
Titan Promissory Note will be paid to the Allowed Claims
Distribution Trust.
In addition, at least 30 days prior to each Distribution Date, the
Debtor will transfer to the Allowed Claims Distribution Trust that
number of shares of the Titan Common Stock determined by (i)
dividing the then remaining unpaid balance of the Allowed Claims by
the "Market Value" of the Titan Common Stock and (ii) multiplying
the result thereof by .10 (or 10%); provided, however, the Debtor
may, at its option, transfer to the Allowed Claims Distribution
Trust the cash value of the Allowed Claims Distribution Shares in
lieu of transferring the Allowed Claims Distribution Shares and
sell such shares. The "Market Value" of each share of the Titan
Common Stock shall be equal to the volume weighted average trading
price of a share of the Titan Common Stock for the ten trading days
immediately prior to the applicable Trust Contribution Date. The
Allowed Claims Distribution Trust will be permitted to sell the
Titan Common Stock so long as the number of shares sold during any
three-month period does not exceed 1% of the average reported
weekly trading volume of the Titan Common Stock during the
preceding four weeks prior to the date of sale. In the event there
remains any unpaid Allowed Claims five years after the first
Distribution Date, then the number of shares of Titan Common Stock
to be transferred to the Allowed Claims Distribution Trust shall be
that number of shares of the Titan Common Stock determined by
dividing the unpaid balance of the Allowed Claims by the "Market
Value" of such shares.
Titan Common Stock is the 2,968,900 shares of common stock of Titan
paid to the Debtor as partial consideration for the purchase of the
Balmat mine by Titan Mining (US) Corporation, a Delaware
corporation.
A full-text copy of the First Amended Plan is available at:
http://bankrupt.com/misc/azb2-18-01594-167.pdf
About Star Mountain Resources
Star Mountain Resources Inc. --
http://www.starmountainresources.com/-- is a small cap mining
company focused on the acquisition of mineral properties and their
development into producing mines. It is headquartered in Tempe,
Arizona.
Star Mountain Resources sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Ariz. Case No. 18-01594) on Feb. 21,
2018. In the petition signed by Mark Osterberg, president and
chief operating officer, the Debtor estimated assets and
liabilities of $1 million to $10 million. Judge Daniel P. Collins
presides over the case. Fennemore Craig, P.C., is the Debtor's
bankruptcy counsel.
The Office of the U.S. Trustee appointed an official committee of
unsecured creditors on April 18, 2018. The committee hired
Dickinson Wright, PLLC, as its legal counsel.
STAR READY MIX: Sept. 26 Disclosure Statement Hearing Set
---------------------------------------------------------
The hearing to consider the adequacy of the disclosure statement
explaining Star Ready Mix, Inc.'s plan of reorganization is
scheduled for Sept. 26, 2018 at 09:00 a.m.
Under the plan, holders of allowed general unsecured claims in
Class 3 will be paid on the Effective Date approximately 9.6% from
a $100,000 carve out to be reserved for this class from the sale of
the Debtor's assets.
Cash proceeds from the sale of the Debtor's assets are estimated at
$1,600,000. As per the Debtor's public adjusters, the Debtor will
receive not less than $250,000 from its insurance claim due to the
damages caused to its properties by Hurricane Maria. Moreover, on
the Effective Date, the Debtor estimates that the net cash in its
debtor-in-possession bank accounts resulting from the collection of
accounts receivable, will be approximately $50,000. Therefore,
total funds to make the plan payments will be approximately
$1,900,000 sufficient to make the said payments.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/prb18-04185-11-5.pdf
About Star Ready Mix Inc.
Star Ready Mix, Inc., is a fee simple owner of commercial
properties located in Cidra and Gurabo, Puerto Rico, having a total
appraised value of $3.72 million. The commercial properties
consist of buildings for office, storage, laboratory and
operations.
Star Ready Mix sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D.P.R. Case No. 18-04185) on July 24, 2018. It
previously sought bankruptcy protection on May 23, 2011 (Bankr.
D.P.R. Case No. 11-04254). In the petition signed by Victor M.
Diaz Morales, president of the Board of Directors, the Debtor
disclosed $4,360,208 in assets and $6,915,084 in liabilities.
STEADYMED LTD: OrbiMed Entities Cease to be Shareholders
--------------------------------------------------------
OrbiMed Advisors LLC, OrbiMed Advisors Israel II Limited, OrbiMed
Israel GP II, L.P., and OrbiMed Capital GP VI LLC disclosed in a
Schedule 13D/A filed with the Securities and Exchange Commission
that as of Aug. 30, 2018 they have ceased to beneficially own
ordinary shares, nominal value NIS 0.01 per share, of SteadyMed
Ltd.
On Aug. 30, 2018, SteadyMed, United Therapeutics Corporation, and
Daniel 24043 Acquisition Corp. Ltd., a wholly-owned subsidiary of
United Therapeutics ("Merger Sub"), completed the previously
announced merger in which the Merger Sub merged with and into
SteadyMed, with SteadyMed becoming a wholly-owned subsidiary of
United Therapeutics and the surviving corporation.
In connection with the consummation of the Merger, each of OrbiMed
Israel Partners II, LP and OrbiMed Private Investments VI, LP have
disposed of all of their securities in SteadyMed and as a result
the Reporting Persons have ceased to be the beneficial owner of
more than 5% of the Shares.
OrbiMed Capital is the sole general partner of OPI VI, pursuant to
the terms of the limited partnership agreement of OPI VI, and
OrbiMed Advisors is the sole managing member of OrbiMed Capital,
pursuant to the terms of the limited liability company agreement of
OrbiMed Capital. OrbiMed Israel is the sole general partner of OIP
II pursuant to the terms of the limited partnership agreement of
OIP II, and OrbiMed Limited is the sole general partner of OrbiMed
Israel pursuant to the terms of the limited partnership agreement
of OrbiMed Israel.
A full-text copy of the regulatory filing is available at:
https://is.gd/qMJDZJ
About SteadyMed
Rehovot, Israel-based SteadyMed Ltd. -- http://www.steadymed.com/
-- is a specialty pharmaceutical company focused on the development
and commercialization of therapeutic product candidates that
address the limitations of market-leading products for certain
orphan indications and in other well-defined, high-margin specialty
markets. The company's primary focus is to obtain approval for the
sale of Trevyent, its lead product candidate for the treatment of
pulmonary arterial hypertension, or PAH, in the United States. The
company also has two other product candidates, for the treatment of
post-surgical and acute pain in the home setting, referred to as
its At Home Patient Analgesia, or AHPA, products, that are at an
earlier stage of development.
SteadyMed incurred a net loss of US$23.20 million in 2017 following
a net loss of US$25.86 million in 2016. As of June 30, 2018, the
Company had US$27.83 million in total assets, US$23.51 million in
total liabilities and US$4.31 million in total shareholders'
equity.
The report from the Company's independent accounting firm Kost
Forer Gabbay & Kasierer, a member of Ernst & Young Global, the
company's auditor since 2012, on the consolidated financial
statements for the year ended Dec. 31, 2017, includes an
explanatory paragraph stating that the Company has recurring losses
from operations that raises substantial doubt about its ability to
continue as a going concern.
SUNRISE HOSPICE: Sept. 19 Plan Confirmation Hearing Set
-------------------------------------------------------
Judge R. Kimball Mosier of the U.S. Bankruptcy Court for the
District of Utah has approved the adequacy of the disclosure
statement explaining Sunrise Hospice, LLC's proposed plan of
reorganization and scheduled the hearing to consider confirmation
of the Plan for Sept. 19, 2018 at 1:00 p.m. Ballots are due by
Sept. 12.
The latest Plan discloses 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.
TNT C&P INVESTMENTS: Taps RE/Max Services as Realtor
----------------------------------------------------
TNT C&P Investments, LLC, seeks approval from the U.S. Bankruptcy
Court for the Southern District of Florida to hire a realtor.
The Debtor proposes to employ RE/Max Services in connection with
the sale of its real property located at 4741 NW 16th Street,
Lauderhill, Florida.
The firm will get a commission of 4.5% of the total purchase
price.
Andrew West, a real estate agent employed with RE/Max, disclosed in
a court filing that he and his firm do not represent any interest
adverse to the Debtor and its estate.
The firm can be reached through:
Andrew West
RE/Max Services
5820 N. Federal Highway
Boca Raton, FL 33487
Office: 561.912.3500
Mobile: 954.934.8368
About TNT C&P Investments
TNT C&P Investments, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. S.D. Fla. Case No. 18-13496) on March 26, 2018. The Debtor
hired Chad Van Horn, Esq., and the law firm of Van Horn Law Group,
Inc., as its legal counsel.
TNT CRANE: Bank Debt Trades at 16% Off
--------------------------------------
Participations in a syndicated loan under which TNT Crane & Rigging
Incorporated is a borrower traded in the secondary market at 84.33
cents-on-the-dollar during the week ended Friday, August 31, 2018,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 2.43 percentage points from the
previous week. TNT Crane pays 900 basis points above LIBOR to
borrow under the $170 million facility. The bank loan matures on
November 27, 2021. Moody's rates the loan 'Caa3' and Standard &
Poor's gave a 'CCC-' rating to the loan. The loan is one of the
biggest gainers and losers among 247 widely quoted syndicated loans
with five or more bids in secondary trading for the week ended
Friday, August 31.
TOPS HOLDING II: To Pay Unsecs. from GUC Litigation Trust Proceeds
------------------------------------------------------------------
Tops Holding II Corporation and its affiliates filed a disclosure
statement in support of its joint chapter 11 plan of reorganization
dated August 31, 2018.
The Plan provides for the substantial reduction of the Debtors'
funded debt by approximately $455 million and a net reduction of
the Debtors' annual debt service obligations by approximately $36
million. As a result of the massive savings achieved by the Debtors
during the Chapter 11 Cases and the significant reduction to their
funded debt and debt service obligations, the Debtors will have the
necessary capital to invest in and grow their business. In
addition, the Debtors anticipate that upon emergence from chapter
11, their obligations under the DIP ABL Documents and the DIP Term
Loan Documents will be converted into exit facilities and the DIP
Term Loan Lenders will provide an additional $35 million of new
money at exit to support the Debtors' post-emergence operations. As
a result, the Debtors will have almost $100 million in liquidity
upon emergence from chapter 11.
The Plan contemplates the distribution of New Second Lien Notes and
New Equity Interests to the holders of Senior Secured Notes Claims
in exchange for the cancellation of their Senior Secured Notes
Claims. More specifically, the Plan provides for the following
treatment of Claims and Interests:
* Each holder of a Senior Secured Notes Claim will receive a Pro
Rata share of (a) the New Second Lien Notes in the aggregate
principal amount of $100 million and (b) 100% of the New Equity
Interests subject to dilution under the post-emergence equity-based
management incentive plan.
* The DIP ABL Claims will, with the consent of the holders of
such Claims, be converted to and deemed to be issued under an
amended and restated asset-based lending credit agreement, the DIP
Term Loan Claims will be converted and deemed to be issued under an
amended and restated term loan agreement and the DIP Term Loan
Lenders will fund an additional $35 million at exit to support the
Debtors' operations.
* All Priority Non-Tax Claims, Other Secured Claims,
Intercompany Claims, and Intercompany Interests are unimpaired by
the Plan.
* The GUC Litigation Trust Causes of Action and the GUC
Litigation Trust Payment will be contributed to a liquidating trust
for the exclusive benefit of Allowed General Unsecured Claims and
the proceeds thereof will be available for all holders of Allowed
General Unsecured Claims to share on a pro rata basis.
* All holders of Interests in Holdings II and all holders of
Interests in Tops MBO Corporation will receive no distribution or
consideration under the Plan on account of their equity interests,
and all such Interests will be canceled.
The Plan also incorporates a global settlement by and among the
Debtors, the Ad Hoc Committee, and the Creditors' Committee of all
disputes and potential litigation of all claims and controversies
relating to the Debtors and the treatment of General Unsecured
Claims. The Global Settlement provides that, among other things,
(i) the GUC Litigation Trust Causes of Action and a one-time,
non-refundable payment in Cash by the Debtors in an amount to be
set forth in the GUC Litigation Trust Agreement will be contributed
to the GUC Litigation Trust for the benefit of the holders of
Allowed General Unsecured Claims, (ii) the holders of the DIP ABL
Claims, the DIP Term Loan Claims and the Senior Secured Notes
Claims will be deemed to release all Liens and security interests
on the GUC Litigation Trust Assets, (iii) all Allowed General
Unsecured Claims will share in a single recovery from the proceeds
of the GUC Litigation Trust, and (iv) the Creditors' Committee will
consent to the Debtors' release of all claims against the Debtors'
officers, directors, and current shareholders (other than members
of the Prior Sponsor Group).
A full-text copy of the Disclosure Statement dated August 31, 2018
is available at:
http://bankrupt.com/misc/nysb18-22279-548.pdf
About Tops Holding II Corporation
Tops Markets, LLC -- http://www.topsmarkets.com/-- is
headquartered in Williamsville, NY and operates 169 full-service
supermarkets with five additional by franchisees under the Tops
Markets banner. Tops employs over 14,000 associates and is a
full-service grocery retailer in Upstate New York, Northern
Pennsylvania, and Vermont.
Tops Management, led by Frank Curci, its chairman and chief
executive officer, acquired Tops in December 2013 through a
leveraged buyout from Morgan Stanley's private equity arm. Morgan
Stanley bought the company in 2007 from the Dutch retailer now
known as Koninklijke Ahold Delhaize NV. In 2010, Tops acquired The
Penn Traffic Company, a local chain with 64 stores. In 2012, it
purchased 21 Grand Union Family Markets stores.
Tops Holding II Corporation, and its subsidiaries, including Tops
Markets, LLC, sought Chapter 11 protection (Bankr. S.D.N.Y. Lead
Case No. 18-22279) on Feb. 21, 2018, to pursue a financial
restructuring that would eliminate a substantial portion of debt
from the Company's balance sheet and position Tops for long-term
success.
The Company listed total assets of $977 million and total
liabilities at $1.17 billion as of Dec. 30, 2017.
The Debtors hired Weil, Gotshal & Manges LLP as their legal
counsel; Hilco Real Estate, LLC as real estate advisor; Evercore
Group L.L.C. as investment banker; FTI Consulting, Inc., and
Michael Buenzow as chief restructuring officer; and Epiq Bankruptcy
Solutions, LLC, as their claims and noticing agent.
The U.S. Trustee for Region 2 appointed an official committee of
unsecured creditors on March 6, 2018. The committee tapped
Morrison & Foerster LLP as its legal counsel, and Zolfo Cooper,
LLC, as its financial advisor and bankruptcy consultant.
TRIPLE POINT: Bank Debt Trades at 10% Off
-----------------------------------------
Participations in a syndicated loan under which Triple Point
Technology is a borrower traded in the secondary market at 89.92
cents-on-the-dollar during the week ended Friday, August 31, 2018,
according to data compiled by LSTA/Thomson Reuters MTM Pricing.
This represents an increase of 0.54 percentage points from the
previous week. Triple Point pays 425 basis points above LIBOR to
borrow under the $310 million facility. The bank loan matures on
July 9, 2020. Moody's rates the loan 'Caa1' and Standard & Poor's
gave a 'CCC' rating to the loan. The loan is one of the biggest
gainers and losers among 247 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday,
August 31.
TRUE PRODUCTS: Sept. 24 Plan Confirmation Hearing Set
-----------------------------------------------------
Judge Catherine Peek McEwen of the U.S. Bankruptcy Court for the
Middle District of Florida has issued an order conditionally
approving the disclosure statement explaining True Products, Inc.'s
amended plan of reorganization and scheduled the hearing to
consider confirmation of the Plan for September 24, 2018 at 4:15
p.m. The last day to object to confirmation is Sept. 17.
General unsecured creditors, classified in Class 3, are impaired.
The Debtor will fund $13,561.25 to a plan pool. Creditors in this
class will receive a pro rata distribution of their claim, without
interest, in 20 equal quarterly distributions of $678.07, with
payments commencing on the start of the calendar quarter
immediately following the Effective Date of Confirmation and
continuing for a total of 20 consecutive quarters. In the event
that this quarter starts less than 30 days after the entry of the
Confirmation Order, payment will not commence until the following
quarter. Promissory notes will be issued to each creditor in this
class with allowed claims to evidence payments, which promissory
notes will be enforceable in any Court of Competent Jurisdiction.
The amount of the pro rata distribution will be considered final
and binding 30 days after the filing of the Certificate of
Substantial Consummation by the Debtor.
A copy of the Amended Chapter 11 Plan from PacerMonitor.com is
available at https://tinyurl.com/y739e77s at no charge.
About True Products
True Products, Inc., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-00204) on January 11,
2018. At the time of the filing, the Debtor disclosed that it had
estimated assets and liabilities of less than $500,000. Buddy D.
Ford, P.A., is the Debtor's legal counsel.
An official committee of unsecured creditors has not been appointed
in the Chapter 11 case of True Products, Inc., according to a court
docket.
TWO BAR O COUNTRY: Discloses Unpaid CAM Claims Against Natural Pet
------------------------------------------------------------------
Two Bar O Country Store, Inc. submits a second amended disclosure
statement for its chapter 11 plan dated August 31, 2018.
The Debtor is party to an expired multi-year commercial lease with
Tucson Feed and Pet Food, LLC ("Pet Lease"). Since the Order for
Relief in this matter, Debtor has received the base rent
contemplated in the Pet Lease in the amount of $3,646.48 per month.
Rent has been received and deposited by the Debtor subject to a
reservation of its rights since at least the Order for Relief in
this matter. Although contemplated by the Pet Lease, Debtor has not
received the common area maintenance, insurance or real property
taxes obligations that are owed under the Pet Lease. The payment
Debtor is receiving is also less than the holdover base rent
contemplated by the expired Pet Lease, which is simply a 10%
increase in the base rent that was contemplated in the final year
of the Pet Lease.
According to Richard Spector, General Counsel and Director of Real
Estate for the current occupant, Natural Pet Partners, LLC they
were foreclosed or assumed the operation of the named tenant due to
some kind of default that predated Debtor's counsel's involvement.
Upon information and belief, the current occupant and the named
tenant were connected by a franchise agreement. It is possible that
the two were or are affiliates, but the explanations received have
been as unsatisfactory as their willingness to communicate with
Debtor's counsel.
This latest filing discloses that based on the validity of the Pet
Lease, the holdover language in particular, in addition to the
commercial reasonableness of the monetary obligations contained in
that Pet Lease, a damages award would be entered in Debtor's favor
against the current occupant for unpaid CAM charges dating back to
at least July 2017.
Debtor is equally confident that a lease damages judgment against
the named tenant would be entered for unpaid CAMs through June
2017, the month that the named tenant was succeeded by its
successor/affiliate/franchisor. Debtor is less confident that the
cost of seeking lease damages against the current occupant for for
pre-July 2017 lease damages would prove beneficial because the
question of liability is less clear, let alone the collectability
of any damages claim. As to the named tenant, the current occupant,
and guarantor(s), Debtor lacks insufficient information to
determine whether any future judgment would have a strong
collection value.
A full-text copy of the Second Amended Disclosure Statement dated
August 31, 2018 is available for free at:
http://bankrupt.com/misc/azb4-17-12618-115.pdf
About Two Bar O Country Store
Two Bar O Country Store, Inc. sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D. Ariz. Case No. 17-12618) on Oct. 24,
2017. At the time of the filing, the Debtor estimated assets of
less than $1 million and liabilities of less than $500,000.
Judge Scott H. Gan presides over the case. The Debtor hired The
Law Offices of C.R. Hyde, PLC, as its legal counsel.
UNITED CHARTER: Taps Patrick Quinn as Accountant
------------------------------------------------
United Charter LLC seeks approval from the U.S. Bankruptcy Court
for the Eastern District of California to hire an accountant.
The Debtor proposes to employ Patrick Quinn to prepare tax returns
and monthly operating reports; assist in filing financial
projections for its plan of reorganization; and testify at a
hearing on confirmation of the plan.
Mr. Quinn neither holds nor represents any interest adverse to the
Debtor's estate, according to court filings.
About United Charter
United Charter LLC, owner of certain properties in Stockton,
California, filed a Chapter 11 petition (Bankr. E.D. Cal. Case No.
17-22347) on April 7, 2017. In the petition signed by Raymond
Zhang, its managing member, the Debtor estimated assets and
liabilities ranging from $1 million to $10 million. The case is
assigned to Judge Ronald H. Sargis. The Debtor is represented by
Jeffrey J. Goodrich, Esq., at Goodrich & Associates.
On Feb. 22, 2018, the Debtor filed a Chapter 11 plan of
reorganization and disclosure statement.
UVLRX THERAPEUTICS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: UVLrx Therapeutics, Inc.
fdba UVL Blood Labs, Inc.
aka UVLrx Therapeutics
640 Brooker Creek Blvd., Suite #455
Oldsmar, FL 34677
Business Description: Based in Oldsmar, Florida, UVLrx
Therapeutics is dedicated to evidence-based
medicine in the field of light therapy and
offers the first known intravenous,
concurrent delivery of Ultraviolet-A (UVA),
RED and GREEN light wavelengths. Visit
https://uvlrx.com for more information.
Chapter 11 Petition Date: September 7, 2018
Court: United States Bankruptcy Court
Middle District of Florida (Tampa)
Case No.: 18-07590
Debtor's Counsel: Buddy D. Ford, Esq.
BUDDY D. FORD, P.A.
9301 West Hillsborough Avenue
Tampa, FL 33615-3008
Tel: 813-877-4669
Fax: 813-877-5543
Email: Buddy@TampaEsq.com
All@tampaesq.com
Total Assets: $362,644
Total Liabilities: $5,179,373
The petition was signed by Michael Harter, chief executive
officer.
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/flmb18-07590.pdf
VERITY HEALTH: Files Voluntary Chapter 11 Bankruptcy Petition
-------------------------------------------------------------
Verity Health System of California, Inc., a nonprofit healthcare
system, on Aug. 31 filed voluntary petitions for protection under
Chapter 11 of the Bankruptcy Code in the United States Bankruptcy
Court for the Central District of California – Los Angeles
Division. Verity has secured debtor-in-possession financing of up
to $185 million. This additional liquidity will enable continued
operations without interruption to high-quality patient care,
employees and suppliers throughout the Chapter 11 process.
This filing follows Verity's previous press release on July 9,
which stated that the System has been exploring strategic options
to address the issues facing the System. The announcement follows
a thorough process of considering a range of alternatives for the
System's hospitals, including the potential sale of some or all of
the hospitals and related healthcare businesses.
The entities that are filing are:
-- De Paul Ventures San Jose Dialysis, LLC
-- De Paul Ventures, LLC
-- O'Connor Hospital
-- O'Connor Hospital Foundation
-- Saint Louise Regional Hospital
-- Saint Louise Regional Hospital Foundation
-- Seton Medical Center Foundation
-- Seton Medical Center, including Seton Medical Center
Coastside campus
-- St. Francis Medical Center
-- St. Francis Medical Center Foundation
-- St. Vincent de Paul Ethics Corporation
-- St. Vincent Dialysis Center
-- St. Vincent Medical Center
-- St. Vincent Medical Center Foundation
-- Verity Business Services
-- Verity Holdings, LLC
-- Verity Medical Foundation
"After a diligent process of assessing all possible options
alongside our financial and legal advisors, Verity Health has made
the best strategic decision for all of our patients, employees and
other stakeholders," said Rich Adcock, CEO of Verity Health.
"Despite many efforts over the last decade to create opportunities
for success, we can no longer swim against the tide of our
operating reality, which includes a legacy burden of more than a
billion dollars of bond debt and unfunded pension liabilities, an
inability to renegotiate burdensome contracts, the continuing need
for significant capital expenditures for seismic obligations and
aging infrastructure."
Mr. Adcock continued: "Several other hospitals in California and
across the U.S. have completed this process and have emerged to
continue to care for patients, support employees, and serve the
community. Those hospitals are now in improved financial and
operational health. We are confident that it is a first critical
step toward putting each facility on better footing for the future.
Most importantly, we remain focused on our commitment to providing
high-quality care to patients in underserved communities without
disruption throughout this process."
DIP Financing
Verity Health has secured up to $185 million in
debtor-in-possession ("DIP") financing to support its ongoing
operations during the sale process. This additional financing,
combined with normal operating revenue will help ensure Verity is
able to meet its commitments to patients, employees, and suppliers
while also successfully selling its existing operations.
Sale Process
Verity Health plans to consummate sales under Section 363 of the
U.S. Bankruptcy Code. Potential buyers will have the opportunity to
submit offers to acquire assets, including O'Connor Hospital, Saint
Louise Regional Hospital, Seton Medical Center, Seton Medical
Center Coastside, St. Vincent Medical Center and St. Francis
Medical Center. All offers will be evaluated to ensure the highest
and best acquisition agreement(s) are achieved for the benefit of
Verity Health's patients, employees, creditors and other
stakeholder groups.
"We are pursuing various strategic options for each of our six
hospitals, with a focus on working with potential buyers who can
continue the mission of patient care at each hospital," said
Mr. Adcock. "Through the sales process, we will be putting our
hospitals in a better position for long-term success."
Historical Events Leading to the Filings
The System was originally owned and operated by the Daughters of
Charity of St. Vincent de Paul, Province of the West. Verity
Health was formed in July 2015, when the Daughters of Charity
selected BlueMountain Capital Management LLC ("BlueMountain"), a
private investment firm, to recapitalize the health systems
operations and transition leadership of the health system to the
new Verity Health System. Prior to that, Daughters of Charity had
been unsuccessful in an affiliation with Ascension Health Alliance
and a sale to Prime Healthcare Services.
The financial and operational issues facing Verity Health System,
are born out of a myriad of inherited, historical challenges.
Operating losses had plagued the System's predecessor for some time
due to, among other things, challenging cost structure, low
reimbursement rates and the ever-changing healthcare landscape.
"After years of investment to assist in improving cash flow and
operations, Verity's losses continue to amount to approximately
$175 million annually on a cash flow basis," said Mr. Adcock.
Additional Information
Verity has established a helpline to ensure a prompt response to
questions from patients and suppliers, which may be accessed at
1-888-249-2741. Additional information can be found at
http://www.kccllc.net/verityhealth.
Verity Health is advised in this matter by Dentons US LLP, Cain
Brothers and Berkeley Research Group.
About Verity Health System
Verity Health System is a nonprofit healthcare system. Its
hospitals include 1,650 inpatient beds, six active emergency rooms,
a trauma center and a host of medical specialties including
tertiary and quaternary care. Verity's two Southern California
hospitals are St. Francis Medical Center in Lynwood and St. Vincent
Medical Center in Los Angeles. In Northern California, O'Connor
Hospital in San Jose, St. Louise Regional Hospital in Gilroy, Seton
Medical Center in Daly City and Seton Coastside in Moss Beach are
part of Verity Health.
Verity Health also includes Verity Medical Foundation. With more
than 100 primary care and specialty physicians, VMF offers medical,
surgical and related healthcare services for people of all ages at
community-based, multi-specialty clinics conveniently located in
areas served by the Verity hospitals.
VERSA MARKETING: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Versa Marketing, Inc.
4623 N. First Street
Fresno, CA 93726
Business Description: Versa Marketing, Inc. --
http://versamarketing.us-- is a contract
manufacturer of private label custom made
frozen food products for the retail industry
and food services. Its products include
Asian meals, American meals, Hispanic meals,
Italian meals, vegetable blends, steamable
kids singles, breakfasts, among others.
Versa Marketing, Inc. was founded by Al
Goularte in 1993.
Chapter 11 Petition Date: September 7, 2018
Court: United States Bankruptcy Court
Eastern District of California (Fresno)
Case No.: 18-13678
Judge: Hon. Rene Lastreto II
Debtor's Counsel: Riley C. Walter, Esq.
WALTER WILHEM LAW GROUP
A Professional Corporation
205 E. River Park Circle, Ste. 410
Fresno, CA 93720
Tel: 559-435-9800
E-mail: rileywalter@w2lg.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by A.J. Goularte, chief executive officer.
The Debtor failed to include in the petition a list of its 20
largest unsecured creditors.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/caeb18-13678.pdf
VILLAGE RED RESTAURANT: Taps Kalyvas as Accountant
--------------------------------------------------
Village Red Restaurant Corp. d/b/a Waverly Restaurant sought and
obtained approval from the United States Bankruptcy Court for
Southern District of New York to employ Philip A. Kalyvas, CPA, as
its accountant.
Philip A. Kalyvas will perform these services:
(a) close out the Debtor's books as of the day of filing and
to open new books as of the next day thereafter;
(b) establish and maintain, on a regular monthly basis, a new
bookkeeping system to replace the books previously maintained on a
day to day basis on behalf of the Debtor;
(c) prepare the periodic financial and operating statements of
the Debtor as required by the rules of the office of the United
States Trustee;
(d) prepare and file the necessary documents with the federal,
state and local tax authorities, including withholding taxes,
unemployment and disability insurance and sales taxes and tax
returns.
Mr. Kalyvas's normal billing rate for non-bankruptcy work is $150
per hour and he estimates that the work required on behalf of the
Debtor on a monthly basis will be approximately three hours per
month.
Mr. Kalyvas will receive a monthly retainer of $450 from the
Debtor.
Mr. Kalyvas, CPA has no connection with the creditors of the Debtor
or any other party in interest in this case or any of their
respective attorneys or accountants and is a "disinterested person"
as that term is defined in 11 U.S.C. Section 101(14).
Village Red Restaurant Corp. filed for Chapter 11 bankruptcy
protection (Bankr. S.D.N.Y. Case No. 18-10960) on April 6, 2018,
listing under $1 million in both assets and liabilities. A copy of
the petition is available at
http://bankrupt.com/misc/nysb18-10960.pdf Stuart P. Gelberg,
Esq., serves as bankruptcy counsel. The Hon. Michael E. Wiles
oversees the case.
VOYA FINANCIAL: S&P Assigns 'BB+' Rating on Jr. Subordinated Debt
-----------------------------------------------------------------
S&P Global Ratings said that it has assigned its 'BB+' debt rating
to Voya Financial Inc.'s (NYSE: VOYA) proposed issuance of
fixed-rate reset noncumulative preferred stock. S&P expects the
company to use most of the proceeds to purchase its senior notes.
S&P rates this preferred stock issue two notches below its 'BBB'
long-term issuer credit ratings on VOYA, reflecting the
subordination of the issue and the optional deferability of the
subordinated debt.
Per the preliminary offering memorandum, these shares will be
unsecured and subordinated in right of payment to all of VOYA's
existing and future senior indebtedness. VOYA has the option to
defer the payment, and the coupons are noncumulative. The company
can call these notes after five years from issuance. Generally, S&P
provides intermediate equity credit to preferred shares as long as
there is 20 years left to maturity. Similarly, these notes will
likely receive intermediate equity credit for the purpose of its
capital and leverage calculations, with hybrids making up no more
than 15% of capital.
S&P expect financial leverage of about 35% in 2018 and 2019, taking
into account the decline in VOYA's shareholders' equity from the
June 2018 sale of its closed-block variable annuity business.
RATINGS LIST
Voya Financial Inc.
Issuer Credit Rating BBB/Positive/A-2
New Rating
Voya Financial Inc.
Fixed-Rate Preferred Stock BB+
WATAUGA RECOVERY: Taps Hunter Smith as Legal Counsel
----------------------------------------------------
Watauga Recovery Centers, Inc., seeks approval from the U.S.
Bankruptcy Court for the Eastern District of Tennessee to hire
Hunter, Smith & Davis, LLP as its legal counsel.
The firm will represent the Debtor in negotiations with its
creditors; give advice regarding legal issues including the sale or
lease of its properties; assist in the preparation of a plan of
reorganization; and provide other legal services related to its
Chapter 11 case.
Hunter Smith charges these hourly rates:
Partners $285
Associates $200
Paralegals $125
The retainer fee charged by the firm is $50,000.
Mark Dessauer, Esq., a partner at Hunter Smith, disclosed in a
court filing that the firm and its attorneys do not have any
interest adverse to the Debtor and its estate.
The firm can be reached through:
Mark S. Dessauer, Esq.
Hunter, Smith & Davis, LLP
1212 North Eastman Road
Kingsport, TN 37664
Tel: (423) 378-8840
Fax: (423) 378-8801
Email: dessauer@hsdlaw.com
About Watauga Recovery Centers
Watauga Recovery Centers, Inc. -- http://wrchope.org/-- provides
comprehensive healthcare services to patients suffering from
addiction. It offers personalized, intentional recovery education
for each patient as well as educational group sessions. Watauga
Recovery has locations in Duffield, Abingdon and Wytheville,
Virginia; in Fletcher, North Carolina; and in Johnson City,
Morristown, Knoxville, Newport, Greeneville, and Cookeville,
Tennessee.
Watauga Recovery Centers sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Tenn. Case No. 18-51414) on Aug. 16,
2018. In the petition signed by CEO David Reach, the Debtor
estimated assets of $1 million to $10 million and liabilities of $1
million to $10 million. Judge Marcia Phillips Parsons presides
over the case. Hunter, Smith & Davis, LLP, is the Debtor's legal
counsel.
WESTMORELAND RESOURCE: Extends Loan Default Waivers Until Oct. 5
----------------------------------------------------------------
Westmoreland Resource Partners, LP, its subsidiary, Oxford Mining
Company, LLC, as borrower, and the guarantors, U.S. Bank National
Association, as administrative agent and collateral agent, and the
lenders have entered into Waiver and Amendment No. 7 to the
Financing Agreement dated Dec. 13, 2014, among the Loan Parties,
the Agents, and the lenders. Pursuant to the Waiver, the Agents,
the lenders and the Loan Parties agreed, among certain other
affirmative covenants, to extend the waiver of any actual or
potential Default of Event of Default that arose or may have
arisen, in each case, solely as a result or in connection with the
Loan Parties' failure under Section 7.01(a)(iii) of the Financing
Agreement to deliver to each Agent and to each Lender an
unqualified audit opinion in connection with the audited financial
statements for the Fiscal Year of the Partnership and its
Subsidiaries ending Dec. 31, 2017, until the earliest of (i) 11:59
p.m. New York time Oct. 5, 2018, (ii) the occurrence of any event
of default not waived pursuant to the Waiver and (iii) an
insolvency proceeding of Westmoreland Coal Company.
About Westmoreland Resource
Based in Englewood, Colorado, Westmoreland Resource Partners, LP
(NYSE: WMLP) -- http://www.westmorelandMLP.com/-- is a low-cost
producer of high-value thermal coal to large electric utilities
with coal-fired power plants under long-term coal sales contracts.
The Company also markets to industrial users, and is the largest
producer of surface mined coal in Ohio.
Westmoreland Resource reported a net loss of $31.75 million on
$315.6 million of revenues for the year ended Dec. 31, 2017,
compared to a net loss of $31.58 million on $349.3 million of
revenues for the year ended Dec. 31, 2016. As of June 30, 2018,
Westmoreland Resource had $236.77 million in total assets, $405.15
million in total liabilities and a total partners' deficit of
$168.38 million.
Ernst & Young LLP, in Denver, Colorado, the Partnership's auditor
since 2015, issued a "going concern" opinion its report on the
consolidated financial statements for the year ended Dec. 31, 2017,
stating that the Partnership does not currently have liquidity or
access to additional capital sufficient to pay off its term loan
debt by its maturity date, and has stated that substantial doubt
exists about the Partnership's ability to continue as a going
concern.
X-TREME BULLETS: Committee Taps BDO USA as Financial Advisor
------------------------------------------------------------
The official committee of unsecured creditors of X-Treme Bullets
Inc. and its affiliates seeks approval from the U.S. Bankruptcy
Court for the District of Nevada to hire BDO USA, LLC as its
financial advisor.
The firm will assist in identifying alternate investors or buyers
of the Debtors; evaluate financing proposals; advise the committee
on any proposed sale of the Debtors' assets or any proposed
bankruptcy plan; conduct a valuation of the Debtors' assets, if
requested; participate in negotiations; provide forensic accounting
services, if requested; and provide other financial advisory
services related to the Debtors' Chapter 11 cases.
BDO USA will charge these hourly rates:
Partners/Principals/Managing Directors $475 - $795
Directors/Senior Managers $375 - $550
Managers/Vice-Presidents $325 - $460
Seniors/Analysts $200 - $350
Staff $150 - $225
BDO USA is "disinterested" as defined in section 101(14) of the
Bankruptcy Code, according to court filings.
The firm can be reached through:
Larry V. Goddard
BDO USA, LLC
32125 Solon Road, Suite 200
Cleveland, OH 44139
Phone 440-248-8787 / 440-394-6151
Email: lgoddard@bdo.com
About X-Treme Bullets
X-Treme Bullets, Inc., and its subsidiaries are in the business of
manufacturing and selling small arms ammunition components,
assembling ammunition, custom building ammunition manufacturing
equipment, and repairing and refurbishing existing ammunition
manufacturing equipment. They sell ammunition from company-owned
brands, which they manufacture in-house, as well as ammunition from
third-party brands, which they source as finished goods. They
operate a production facility in Carson City, Nevada and operate
four facilities in Idaho, including three production facilities and
one distribution center.
X-Treme Bullets and certain affiliates filed sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No.
18-50609) on June 8, 2018. In the petition signed by David Howell,
president, the Debtor estimated assets and liabilities at $10
million to $50 million.
The case is assigned to Judge Bruce T. Beesley.
The Debtor tapped Harris Law Practice LLC as counsel, and Winthrop
Couchot Golubow Hollander, LLP, as co-counsel. J. Michael Issa of
GlassRatner Advisory & Capital Group, LLC, serves as chief
restructuring officer.
On July 23, 2018, the U.S. Trustee for Region 17 appointed an
official committee of unsecured creditors in the case. The
committee retained Goldstein & McClintock LLLP, as counsel.
XPEERANT INCORPORATED: Hires Kutner Brinen PC as Attorney
---------------------------------------------------------
Xpeerant Inc. seeks authorization from the U.S. Bankruptcy Court
for the District of Colorado (Denver) to hire Kutner Brinen PC as
attorneys.
Xpeerant requires Kutner Brinen to:
a. provide the Debtor with legal advice with respect to its
powers and duties;
b. aid the Debtor in the development of a plan of reorganization
under Chapter 11;
c. file the necessary petitions, pleadings, reports, and actions
that may be required in the continued administration of the
Debtor's property under Chapter 11;
d. take necessary actions to enjoin and stay until a final
decree herein the continuation of pending proceedings and enjoin
and stay until a final decree herein the commencement of line
foreclosure proceedings and all matters as may be provided under
the bankruptcy rules; and
e. perform all other legal services for the Debtor that may be
necessary.
Kutner Brinen will be paid at these hourly rates:
Lee M. Kutner $500
Jeffrey S. Brinen $430
Jenny M. Fujii $340
Keri L. Riley $280
Law Clerks $175
Paralegals $75
Kutner Brinen will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Lee M. Kutner, a partner at Kutner Brinen, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estates.
Kutner Brinen can be reached at:
Lee M. Kutner, Esq.
KUTNER BRINEN, P.C.
1660 Lincoln Street, Suite 1850
Denver, CO 80264
Tel: (303) 832-2400
Fax: (303) 832-1510
E-mail: lmk@kutnerlaw.com
About Xpeerant Inc.
Headquartered in Fort Collins, Colorado, Xpeerant Incorporated is a
recruitment agency that supplies employees to companies within the
semi-conductor and technical industry.
Xpeerant Inc. filed its voluntary petition pursuant to Chapter 11
of the Bankruptcy Code (Bankr. D. Colo. Case no. 18-17700) on
August 31, 2018. The petition was signed by Gary Petty, authorized
representative. At the time of filing, the Debtor disclosed
$48,215 in total assets and $1,469,565 in total liabilities.
Kutner Brinen PC, led by Lee M. Kutner, serves as counsel to the
Debtor.
[*] Ervin Cohen & Jessup Adds Three Associates
----------------------------------------------
Ervin Cohen & Jessup LLP has added three Associates to further
strengthen its corporate, real estate and litigation teams.
"These three rising stars are part of a bigger push at our firm to
reflect the increasing diversity of our clients and, even more
importantly, our clients' desire for the best law talent in the
market," said Ervin Cohen & Jessup's Co-Managing Partner
Barry MacNaughton.
Yulia Lensky, a Corporate Associate, was recognized by the
Association for Corporate Growth as a 2017-2018 Rising Star. A
native of Russia, Ms. Lensky holds law degrees from the Moscow
State Institute of International Relations and Loyola Law School in
Los Angeles.
Pateel Tavidian, a Real Estate Associate, focuses on a variety of
real estate transactions, including acquisitions and dispositions,
property management, and leasing of commercial and office spaces on
behalf of both landlords and tenants. Mr. Tavidian received her
J.D. from Loyola Law School and served as a judicial extern to the
Hon. Julia W. Brand of the U.S. Bankruptcy Court, Central District
of California.
Banu Naraghi, a Litigation Associate, focuses on corporate and
intellectual property litigation in both state and federal court.
She has represented a wide range of clients including content
creators, investors and corporations in cases involving contract
disputes, securities fraud and business torts. Ms. Naraghi
received her J.D. from the University of Southern California Gould
School of Law in 2016, where she was a clinical intern for the free
Intellectual Property and Technology Law Clinic, which helps
artists, filmmakers, video game developers and start-ups.
Ervin Cohen & Jessup LLP -- http://www.ecjlaw.com/-- is a
full-service firm that provides a broad range of business-related
legal services including corporate law; litigation; intellectual
property & technology law; real estate transactions and finance;
construction & environmental law; tax planning and controversies;
employment law; health care law; bankruptcy, receivership and
reorganization; and estate planning.
[*] Join Beard Group's Distressed Investing Conference Nov. 26
--------------------------------------------------------------
Come and join Beard Group's Distressed Investing conference on
November 26, 2018.
Now on its 25th year, this annual gathering is the oldest and most
established New York restructuring conference. The day-long
program will be held the Monday after Thanksgiving at The Harmonie
Club, 4 E. 60th St. in Midtown Manhattan.
Among the highlights of the Distressed Investing 2018 Conference --
https://www.distressedinvestingconference.com -- Nov. 26th in
midtown Manhattan will be an Investors' Roundtable featuring:
* Steven L. Gidumal, Managing Partner, VIRTUS CAPITAL, LP
* Gary E. Hindes, Managing Director, THE DELAWARE BAY
COMPANY LLC
* Dave Miller, Portfolio Manager, ELLIOTT MANAGEMENT CORP.
* Richard M. Fels, Managing Director, ODEON CAPITAL
GROUP LLC
There's a high probability that you'll want to call your broker
with a buy or sell order following this roundtable discussion.
The conference will also feature:
* Luncheon presentation of the Harvey R. Miller Award to
Edward I. Altman, Professor of Finance, Emeritus, New York
University's Stern School of Business. (The award will be
presented by last year's winner billionaire Marc Lasry,
Altman's former student.)
* Evening awards dinner recognizing the 12 Outstanding Young
Restructuring Lawyers of 2018
Visit https://www.distressedinvestingconference.com/ for
registration details and information about this year's conference
agenda as well as highlights from past conferences.
This year's corporate sponsors include:
* Conway MacKenzie
* DSI
* Foley & Lardner
* Longford Capital
* Milford
* Pacer Monitor
Our media sponsors this year are Debtwire and Financial Times.
To learn how you can be a sponsor and participate in shaping the
day-long program, contact:
Bernard Tolliver at bernard@beardgroup.com
or Tel: (240) 629-3300 x-149
To learn about media sponsorship opportunities to bring your outlet
into the view of leaders in corporate restructuring, lending and
debt and equity investments, and to expand your network of news
sources, contact:
Jeff Baxt at jeff@beardgroup.com
or (240) 629-3300, ext 150
Beard Group, Inc., publishes Turnarounds & Workouts, Troubled
Company Reporter, and Troubled Company Prospector. Visit
http://bankrupt.com/freetrial/for a free trial subscription to one
or more of Beard Group's corporate restructuring publications.
[^] BOND PRICING: For the Week from Sept. 3 to 7, 2018
------------------------------------------------------
Company Ticker Coupon Bid Price Maturity
------- ------ ------ --------- --------
Alpha Appalachia
Holdings LLC ANR 3.250 2.048 8/1/2015
American Tire
Distributors Inc ATD 10.250 28.859 3/1/2022
American Tire
Distributors Inc ATD 10.250 30.620 3/1/2022
Appvion Inc APPPAP 9.000 1.125 6/1/2020
Appvion Inc APPPAP 9.000 0.932 6/1/2020
Avaya Inc AVYA 7.000 78.645 4/1/2019
Avaya Inc AVYA 10.500 4.313 3/1/2021
Avaya Inc AVYA 9.000 78.575 4/1/2019
BPZ Resources Inc BPZR 6.500 3.017 3/1/2049
BPZ Resources Inc BPZR 6.500 3.017 3/1/2015
Bon-Ton Department
Stores Inc/The BONT 8.000 17.109 6/15/2021
Brookstone Holdings Corp BKST 10.000 11.875 7/7/2021
Cenveo Corp CVO 6.000 27.750 8/1/2019
Cenveo Corp CVO 8.500 0.923 9/15/2022
Cenveo Corp CVO 6.000 37.250 8/1/2019
Cenveo Corp CVO 6.000 2.048 5/15/2024
Cenveo Corp CVO 8.500 0.923 9/15/2022
Chukchansi Economic
Development Authority CHUKCH 9.750 70.045 5/30/2020
Chukchansi Economic
Development Authority CHUKCH 10.250 70.000 5/30/2020
Claire's Stores Inc CLE 9.000 64.250 3/15/2019
Claire's Stores Inc CLE 6.125 64.750 3/15/2020
Claire's Stores Inc CLE 7.750 6.699 6/1/2020
Claire's Stores Inc CLE 9.000 64.200 3/15/2019
Claire's Stores Inc CLE 7.750 6.699 6/1/2020
Claire's Stores Inc CLE 9.000 64.125 3/15/2019
Claire's Stores Inc CLE 6.125 64.034 3/15/2020
Community Choice
Financial Inc CCFI 10.750 81.499 5/1/2019
Comstock Resources Inc CRK 7.750 99.555 4/1/2019
Comstock Resources Inc CRK 9.500 99.750 6/15/2020
DBP Holding Corp DBPHLD 7.750 45.500 10/15/2020
DBP Holding Corp DBPHLD 7.750 45.383 10/15/2020
EXCO Resources Inc XCOO 8.500 16.000 4/15/2022
Egalet Corp EGLT 5.500 35.371 4/1/2020
Emergent Capital Inc EMGC 8.500 79.138 2/15/2019
Energy Conversion
Devices Inc ENER 3.000 7.875 6/15/2013
Energy Future Intermediate
Holding Co LLC /
EFIH Finance Inc TXU 9.750 37.500 10/15/2019
Energy Future Intermediate
Holding Co LLC /
EFIH Finance Inc TXU 11.250 37.476 12/1/2018
Federal Farm Credit Banks FFCB 1.700 99.102 9/15/2018
Fleetwood Enterprises Inc FLTW 14.000 3.557 12/15/2011
GenOn Energy Inc GENONE 9.500 67.500 10/15/2018
GenOn Energy Inc GENONE 9.500 67.250 10/15/2018
GenOn Energy Inc GENONE 9.500 67.250 10/15/2018
Homer City Generation LP HOMCTY 8.137 38.750 10/1/2019
Las Vegas Monorail Co LASVMC 5.500 4.037 7/15/2019
Lehman Brothers
Holdings Inc LEH 2.070 3.326 6/15/2009
Lehman Brothers
Holdings Inc LEH 4.000 3.326 4/30/2009
Lehman Brothers
Holdings Inc LEH 2.000 3.326 3/3/2009
Lehman Brothers
Holdings Inc LEH 5.000 3.326 2/7/2009
Lehman Brothers
Holdings Inc LEH 1.383 3.326 6/15/2009
Lehman Brothers
Holdings Inc LEH 1.500 3.326 3/29/2013
Lehman Brothers
Holdings Inc LEH 1.600 3.326 11/5/2011
Lehman Brothers Inc LEH 7.500 1.226 8/1/2026
MModal Inc MODL 10.750 6.125 8/15/2020
Mashantucket Western
Pequot Tribe MASHTU 7.350 16.500 7/1/2026
Midstates Petroleum
Co Inc / Midstates
Petroleum Co LLC MPO 10.750 0.961 10/1/2020
Nine West Holdings Inc JNY 6.875 26.750 3/15/2019
Nine West Holdings Inc JNY 8.250 27.250 3/15/2019
Nine West Holdings Inc JNY 8.250 27.000 3/15/2019
OMX Timber Finance
Investments II LLC OMX 5.540 4.971 1/29/2020
Orexigen Therapeutics Inc OREXQ 2.750 5.125 12/1/2020
Orexigen Therapeutics Inc OREXQ 2.750 5.125 12/1/2020
PaperWorks Industries Inc PAPWRK 9.500 54.750 8/15/2019
PaperWorks Industries Inc PAPWRK 9.500 54.750 8/15/2019
Pernix Therapeutics
Holdings Inc PTX 4.250 43.262 4/1/2021
Pernix Therapeutics
Holdings Inc PTX 4.250 43.262 4/1/2021
PetroQuest Energy Inc PQUE 10.000 45.875 2/15/2021
PetroQuest Energy Inc PQUE 10.000 45.875 2/15/2021
Powerwave Technologies Inc PWAV 2.750 0.133 7/15/2041
Powerwave Technologies Inc PWAV 1.875 0.133 11/15/2024
Powerwave Technologies Inc PWAV 1.875 0.133 11/15/2024
Production Resource
Group Inc PRORES 8.875 97.000 5/1/2019
Qwest Corp CTL 7.250 101.034 10/15/2035
Renco Metals Inc RENCO 11.500 29.000 7/1/2003
Rex Energy Corp REXX 8.000 27.500 10/1/2020
Rex Energy Corp REXX 8.875 17.204 12/1/2020
Rex Energy Corp REXX 6.250 15.000 8/1/2022
Rex Energy Corp REXX 8.000 27.486 10/1/2020
Rolta LLC RLTAIN 10.750 16.081 5/16/2018
Roper Technologies Inc ROP 6.250 102.822 9/1/2019
SandRidge Energy Inc SD 7.500 0.385 2/15/2023
Sears Holdings Corp SHLD 8.000 41.486 12/15/2019
Sears Holdings Corp SHLD 6.625 91.594 10/15/2018
Sears Holdings Corp SHLD 6.625 91.658 10/15/2018
Sears Holdings Corp SHLD 6.625 91.658 10/15/2018
Sempra Texas Holdings Corp TXU 5.550 10.875 11/15/2014
SiTV LLC / SiTV Finance Inc NUVOTV 10.375 57.891 7/1/2019
SiTV LLC / SiTV Finance Inc NUVOTV 10.375 57.431 7/1/2019
TerraVia Holdings Inc TVIA 5.000 4.644 10/1/2019
TerraVia Holdings Inc TVIA 6.000 4.644 2/1/2018
Tesla Energy
Operations Inc/DE SCTY 2.650 86.390 11/5/2018
Toys R Us - Delaware Inc TOY 8.750 2.426 9/1/2021
Transworld Systems Inc TSIACQ 9.500 26.000 8/15/2021
Transworld Systems Inc TSIACQ 9.500 26.000 8/15/2021
Walter Energy Inc WLTG 8.500 0.834 4/15/2021
Walter Energy Inc WLTG 9.875 0.834 12/15/2020
Walter Energy Inc WLTG 9.875 0.834 12/15/2020
Walter Energy Inc WLTG 9.875 0.834 12/15/2020
Westmoreland Coal Co WLBA 8.750 27.395 1/1/2022
Westmoreland Coal Co WLBA 8.750 27.315 1/1/2022
iHeartCommunications Inc IHRT 14.000 13.250 2/1/2021
iHeartCommunications Inc IHRT 14.000 12.966 2/1/2021
iHeartCommunications Inc IHRT 14.000 12.966 2/1/2021
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
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 ***