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T R O U B L E D C O M P A N Y R E P O R T E R
Friday, September 21, 2018, Vol. 22, No. 263
Headlines
16TH STREET: Court Junks H. Hershkovich Bid for Summary Judgment
215 SULLIVAN: Sets Bidding Procedures for New York Condo Unit
444 EAST 13: Delays Plan for Ongoing Sale Negotiations
4465 SW 34 TERRACE: Taps Szabo Law Group as Legal Counsel
6 DEGREES CONSULTING: U.S. Trustee Unable to Appoint Committee
ACASS SYSTEMS: Nebraska Staging Buying All Assets for $1 Million
ALLINGER PROPERTIES: MHP Buying Mt Morris Property for $1 Million
ANTHONY SALTER: Selling 267 Acres of Modale Farm Ground for $2M
ANTHONY SALTER: Selling JM 750 Auger Cart for $15K
ARALEZ PHARMACEUTICALS: Taps Moelis & Company as Investment Banker
ARALEZ PHARMACEUTICALS: Taps Prime Clerk as Administrative Advisor
ARALEZ PHARMACEUTICALS: Taps Willkie Farr as Legal Counsel
ASIATIQUE THAI: U.S. Trustee Unable to Appoint Committee
AUSTLEN BABY: J&C Buying Assets for $450K
BAMC DEVELOPMENT: Bird Dog Buying Tampa Property for $1.8M
BASIC ENERGY: Moody's Assigns B3 CFR & Rates Sr. Sec. Notes B3
BEERCO LIMITED: Has Until Oct. 18 to Solicit Acceptances to Plan
BERTUCCI'S HOLDINGS: Selling Two Liquor Licenses for $730K
BLUE EAGLE FARMING: Seeks Feb. 4 Exclusivity Period Extension
BROOKSTONE HOLDINGS: To Hold an Auction of All Assets on Sept. 24
BWR LLC: Taps Wolfgang F. Hahn as Legal Counsel
CAPITAL CITY: Unsecureds to Get One-Time Dividend Payment of $500
CARDIOVASCULAR MEDICAL: Seeks Conditional Approval of Plan Outline
CARTHAGE SPECIALTY: Has Until Oct. 26 to File Reorganization Plan
CASCELLA & SON: Twenty-Fifth Cash Collateral Order Entered
CHAPELDALE PROPERTIES: Whitesand Buying Baltimore Lot for $100K
CHARLES EDWARD LINCOLN: Chiu, Hu Suit Remanded to State Court
CHINA FISHERY: CFGI Wants to Pay Grand Success Arbitration Award
CLINTON NURSERIES: Eighth Interim Use of Cash Collateral Okayed
COASTAL MENTAL: Judge Signs Agreed Final Cash Collateral Order
CONFLUENCE ENERGY: Wants to Obtain Financing, Use Cash Collateral
COOL FROOTZ: Case Summary & 20 Largest Unsecured Creditors
COTTER TOWER: Eighth Interim Cash Collateral Order Entered
CPKAP LLC: Hires Porzio Bromberg as General Bankruptcy Counsel
CRESCENT ASSOCIATES: Hires Robert M. Yaspan as Bankruptcy Counsel
CURAE HEALTH: North Mississippi Buying Gilmore Hospital for $15M
DORIE MILLER: U.S. Trustee Unable to Appoint Committee
EARL DURON: Ramirezes Buying San Antonio Property for $130K
EPW LLC: VMW Tooling Buying All Assets for $575K
ERNEST SHEPHERD: Macon Arts Buying Macon Property for $2.1 Million
F & F SPECIALTY: U.S. Trustee Unable to Appoint Committee
FIRESTAR DIAMOND: JC Offers Trustee $1M for Penney Memo Inventory
GALMOR'S/G&G STEAM: Hires Barber & Bartz as Special Counsel
GARY REED ENTERPRISES: Hires Davidson Fink as Counsel
GMOFORIS CORPORATION: Hires The Houston Firm as Counsel
GOLF CARS: Monthly Payment to Unsecureds Raised to $552
GOLF VIEW PROPERTIES: Hires Jason A. Burgess as General Counsel
GREAT SLAVE: Commences Restructuring Under CCAA; Pending Sale
GREENTECH AUTOMOTIVE: Still in Negotiations with Potential Bidders
GUIDED SYSTEMS: Seeks to Hire Consilium Partner as Accountant
GUILBEAU MARINE: Seeks to Hire Derbes Law as Counsel
GUY AMERICA: Seeks to Hire McKinley Onua as Counsel
HANDSOME INC: Hires Mark M. Kratter, LLC, as Attorney
HERITAGE HOME: Court Approves KEIP and KERP
HERITAGE HOME: Gets Final Order on $98M DIP Financing Motion
HERITAGE HOME: HFM Opposes Conduct of Store Closing Sales
HERITAGE HOME: HHG Buying All IP and Related Assets for $22M
HOOPER HOLMES: Committee Opposes Proposed Key Employee Program
HOOPER HOLMES: Court Approves Interim DIP Financing
HOOPER HOLMES: Sec. 341 Meeting of Creditors Set for Oct. 3
HOOPER HOLMES: Summit Health Buying All Assets for $27M
HOOPER HOLMES: SWK Complains of Losing Credit Bid Rights
HOUSE OF FLOORS: Exclusive Plan Filing Period Moved to Oct. 29
INFORMATICA LLC: S&P Affirms 'B' Sr. Secured Debt Rating
INTRINSCI HOSPITALITY: Hires Eric A. Liepins as Counsel
INVENERGY THERMAL I: S&P Assigns 'BB' Rating on $350MM Term Loan B
ITRANSPORT & LOGISTICS: Seeks Nov. 30 Exclusivity Extension
J & M SALES: Committee Taps Cooley LLP as Lead Counsel
J & M SALES: Taps Retail Consulting Services as Real Estate Advisor
JAMES QUEZADA: Court Allows IRS' $1.2MM Claim
JASON FLY LOGGING: Agreement with MHC for Collateral Sale Approved
JEFFREY BERGER: Proposes $2.5 Million Sale of Long Coulee Ranch
JEREMY STUTES: Selling 1991 Sea Ray 420 Sundancer
JUQUILA MEXICAN: Hires Ortiz & Ortiz LLP as Counsel
KANTIS ENTERPRISES: U.S. Trustee Unable to Appoint Committee
KASSIS DEVELOPMENT: Taps Stephen Orchard as Legal Counsel
KRAUS BRANDS: Commences Proceedings Under CCAA
LA CASA DE PEDRO: Hires Thomas P. Kiley to Prepare 2017 Tax Returns
LEMEN INC: U.S. Trustee Unable to Appoint Committee
LIQUID HOLDINGS: Trustee Transfers Claims vs LTWL, et al., Tossed
LIQUIGARD TECHNOLOGIES: Hires Susan D. Lasky, PA as Counsel
LITTLEFIELD PHYSICAL: Hires Messina & Hankin as Counsel
LIVER RIVER HEALTHCARE: S. Goodman Named as Patient Care Ombudsman
MAC CHURCHILL: Hires Weaver & Tidwell as Accountant
MAURICE SPORTING: Needs Additional Time for Further Plan Talks
MEDEX PATIENT: Authorized to Use Cash Collateral on Interim Basis
MIDOCEAN CREDIT V: Moody's Rates Ba3 Rating on Class E-R Notes
MIDWAY OILFIELD: Hires Waldron & Schneider PLLC as Counsel
MISSIONARY ASSEMBLY: Tenth Final Cash Collateral Order Entered
MLLD TRUCKING: Continued Farming Operations to Fund Latest Plan
MOEINI CORP: Unsecureds to Recoup 8% Under Proposed Plan
MOHDSAMEER ALJANEDI: PCO Files 6th Interim Report
MRPC CHRISTIANA: Hires Certified Asset Appraisals as Appraiser
MURRIN ENTERPRISES: U.S. Trustee Unable to Appoint Committee
NEXEO SOLUTIONS: S&P Places 'B' ICR on CreditWatch Positive
NORTH DALLAS: Seeks Authority on Interim Cash Collateral Use
NORTHERN OIL: S&P Affirms 'B-' Issuer Credit Rating, Outlook Pos.
NOWELL TREE: CNI Does Not Consent to Cash Collateral Use
NRC GROUP: S&P Affirms 'B' Issuer Credit Rating, Outlook Stable
PACIFIC DRILLING: Amends Plan to Modify Financing Transactions
PAREXEL INT'L: Moody's Affirms B2 CFR & Alters Outlook to Negative
PENINSULA RESEARCH: U.S. Trustee Unable to Appoint Committee
PIEDMONT SALES: Allowed Interim Use of Cash Collateral
POINT COM: Wants to Consummate $203K Sale of All Assets to TexHahn
POINT.360: REEP-OFC Buying Assets for $900K
POSTROCK ENERGY: Court Junks Trustee Clawback Suit vs S. DeGiusti
POSTROCK ENERGY: Court Tosses Trustee's Clawback Suit vs C. Bigelow
POSTROCK ENERGY: Trustee's Clawback Suit vs T. Carter Dismissed
PREFERRED CARE: Proposes a Transfer of Omega 5 Facilities
PREMIER EXHIBITIONS: Oct. 11 Auction Set for Titanic Collection
PRIME PROPERTY: Judge Denies Cash Collateral Use
PRODUCT QUEST: Hires King & Spalding as Special Counsel
RED TAPE: Agreed Order on Continued Cash Collateral Use Entered
RENAISSANCE PARTNERS: To Pay Unsecureds 45% Under Latest Plan
RESURRECTION LIFE: Hires John E. Dunlap as Attorney
REVENUE CYCLE: Seeks Authorization on Cash Collateral Use
ROBERT T. WINZINGER: Hires Mineral Valuation as Appraiser
S & S HEAVY: Tiger Group to Conduct Asset Auction on September 25
S360 RENTALS: 12-14 Main St. Buying Davis Property for $1.4 Million
SAMUELS JEWELERS: Committee Taps Foley & Lardner as Counsel
SAMUELS JEWELERS: Committee Taps Province Inc. as Financial Advisor
SAMUELS JEWELERS: Committee Taps Whiteford Taylor as Co-Counsel
SANABI INVESTMENTS: Gets Final OK on Continued Cash Collateral Use
SAND HILLS METROPOLITAN: Plan of Adjustment Proposes Liquidation
SEPCO CORP: Asbestos Claimants Hire Legal Analysis as Consultant
SHORT ENVIRONMENTAL: U.S. Trustee Unable to Appoint Committee
SKEFCO PROPERTIES: Renasant Bank Objects to Disclosure Statement
SKYLINE RIDGE: Zarifi Buying Tucson Residential Property for $650K
SOUTH SIDE SALVAGE: Taps Spence Custer as Legal Counsel
SOUTHERN TAN: EA Buying Olathe Tanning Salon Assets for $85K
STEWART DUDLEY: Magnify Trustee Selling Condo Unit 1630 for $276K
STONEHUNT LLC: Hires Moon Wright & Houston as Bankruptcy Counsel
T CAT ENTERPRISE: Seeks Interim Authority to Use Cash Collateral
TALBOTS INC: S&P Puts B- Issuer Credit Rating on Watch Negative
TAOW LLC: Says Sale Proceeds to Fund Lohan Secured Claim
TDE OF ILLINOIS: Judge Okayed Cash Collateral Use Through Sept. 7
TELL MY PEOPLE: Selling Pilot Point Non-Residential Property
TIGAMAN INC: Hires Cobblestone Retail Group as Real Estate Agent
TOD LAS VEGAS: Seeks to Hire Mushkin Cica as Bankruptcy Counsel
TOISA LIMITED: Hires Blank Rome as Special Maritime Counsel
TOPS HOLDING II: Court Directs 401K Contribution of $12 Million
TPC FAMILY MEDICINE: Seeks Authorization on Cash Collateral Use
TRIBUNE MEDIA: 3rd Cir. Affirms Ruling Disallowing K. Younge Claims
TROP INC: Case Summary & 16 Unsecured Creditors
UVLRX THERAPEUTICS: Hires Buddy D. Ford, P.A., as Attorney
VECTOR WHIPPANY: Court Narrows Counterclaims in W. Lentini Suit
VERRINO CONSTRUCTION: Hires LaGreca & LaGreca as Accountant
VINCE'S BLACK TIE: Sues Ex-President Over Postpetition Transfers
VINE CITY PLAZA: Hires King Industrial as Real Estate Broker
VIP RESORT: Exclusive Filing Period Extended Through Oct. 24
VISITING NURSE: Seeks Access to Cash Collateral Thru February 2019
W RESOURCES: Hires Beau Box Commercial as Broker & Consultant
W RESOURCES: Hires Hall and Hall Partners as Broker & Auctioneer
WARRIOR MET: Moody's Hikes CFR & Sr. Sec. Notes Due 2024 to B2
WOODBRIDGE GROUP: Selling Longbourn's Beverly Hills Propty. for $9M
WOODBRIDGE GROUP: Selling Mason's Los Angeles Property for $4M
WOODBRIDGE GROUP: Selling Mutsu's Carbondale Property for $90K
WOODBRIDGE GROUP: Selling Owl Ridge's Carbondale Property for $85K
[*] Mark That Calendar! Distressed Investing Conference on Nov. 26
[^] BOOK REVIEW: Competitive Strategy for Healthcare
*********
16TH STREET: Court Junks H. Hershkovich Bid for Summary Judgment
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Bankruptcy Judge Nancy Hershey Lord entered an order denying
defendant Howard Hershkovich's motion for summary judgment with
respect to the sole claim asserted against him by plaintiffs in the
case captioned Isaac Mutzen as a member of 16th Street Regency LLC,
16th Street Regency LLC, Isaac Mutzen as a member of 198-210 6th
St. LLC, and 198-210 6th St. LLC, Plaintiffs, v. Marans Weisz &
Newman LLC f/k/a Marans & Weiss LLC, and Howard Hershkovich,
Defendants, Adv. Pro. No. 15-01035-nhl (Bankr. E.D.N.Y.).
The claim, for unjust enrichment, arises out of the transfer to
Hershkovich and others of ten condominium units of real property
located at 198-210 16th Street, Brooklyn, New York 11215,
purportedly made in satisfaction of an outstanding debt.
The dispute and the record of the case indicate that an issue of
fact exists as to the value of the Transferred Units. That
Plaintiffs are precluded from introducing any documentary evidence
not previously produced by the stipulated deadline does not alter
this conclusion, regardless of whether they may ultimately prevail
on their claim with the documentation and testimony available to
them at trial.
Moreover, whether Defendant was unjustly enriched by receiving the
Transferred Units does not--as Hershkovich contends--turn solely on
the issue of valuation, but instead on a host of issues, many of
which constitute genuine issues of material fact for trial. Under
New York law, "whether there is unjust enrichment may not be
determined from a limited inquiry confined to an isolated
transaction, and, instead, there must be a realistic determination
based on a broad view of the human setting involved." As no
agreement provided covers the dispute at issue, there exists a
threshold factual issue as to whether the 2008 Transfers were
contemplated by the parties as a means of satisfying the debt. In
turn, if the transfers were not contemplated, their propriety and
effect on the indebtedness created by the 2005 Agreement must be
addressed, along with whether, based on the value of the
Transferred Units and the manner in which they were liquidated,
Hershkovich was in fact enriched at the Plaintiffs' expense.
Alternatively, if the 2008 Transfers were contemplated, then the
latter question of enrichment, as informed by valuation and the
manner of liquidation, would still remain. However, as determined
above and in the Court's earlier decision, in either case
Plaintiffs may not ground their unjust enrichment claim under a
theory of usury.
For the foregoing reasons, and upon consideration of the entire
record of the case, the Court finds that the Defendant failed to
meet his burden to establish that no genuine dispute exists as to
any material fact. Accordingly, the Defendant's motion for summary
judgment is denied.
A copy of the Court's Decision and Order dated Sept. 4, 2018 is
available at https://bit.ly/2NU5HAr from Leagle.com.
ISAAC MUTZEN, as a member of 16th STREET REGENCY LLC, 16TH STREET
REGENCY LLC, ISAAC MUTZEN as a member of 198-210 6th ST. LLC, and
198-210 6th ST. LLC, Plaintiff, represented by Ira R. Abel , Law
Offices of Ira R. Abel & David Carlebach , The Carlebach Law
Group.
MARANS WEISZ & NEWMAN, LLC f/k/a MARANS & WEISS, LLC, Defendant,
represented by Benjamin Michael Oxenburg -- boxenburg@fkblaw.com --
Furman Kornfeld & Brennan LLP.
HOWARD HERSHKOVICH, Defendant, represented by Robert M. Sasloff,
Robinson Brog Leinwand Greene et al.
About 16th Street Regency
16th Street Regency LLC filed a Chapter 11 petition (Bankr. E.D.
N.Y. Case No. 14-46104) on December 3, 2014, and is represented by
David Carlebach, Esq., in New York, New York.
At the time of filing, the Debtor had $1 million to $10 million
estimated assets and $1 million to $10 million in estimated
liabilities.
The petition was signed by Isaac Mutzen, managing member.
215 SULLIVAN: Sets Bidding Procedures for New York Condo Unit
-------------------------------------------------------------
215 Sullivan St., LLC asks the U.S. Bankruptcy Court for the
Southern District of New York to authorize its bidding procedures
in connection with the sale of the real property located at 209-219
Sullivan Street, Unit TH-A, New York, New York, at auction.
The Debtor owns the real property. It is a condominium apartment
located in Greenwich Village consisting of approximately 7,400
square feet of interior space and 2,400 square feet of exterior
space. The Condominium Unit consists of a single apartment that is
currently vacant.
The Property is subject to a first mortgage in the initial
principal sum of $11.75 million, initially held by New Wave Loans
Residential, LLC, which mortgage was subsequently assigned to NW
Sullivan LP. On July 20, 2018, NW Sullivan filed proof of claim
no. 6 as a secured claim in the amount of $15,730,312.
The Condominium Unit is also encumbered by a second mortgage held
by HAP Lift, LLC in the initial principal sum of $4.5 million. On
July 19, 2018, HAP filed proof of claim no. 4 as a secured claim in
the amount of $2,908,539.
Prior to the Petition Date, there were two foreclosure actions
pending against the Debtor in the State of New York Supreme Court,
County of New York, captioned as follows: i) HAP Lift LLC v. 215
Sullivan St. LLC et al., Index No. 850159/2017; and ii) NW Sullivan
LP v. 215 Sullivan St. LLC et al., Index No. 850213/2017 .
A foreclosure judgment has not been entered in either action.
However, on Aug. 10, 2017, the Supreme Court entered an order
appointing Elaine Shay, Esq., as Receiver in the HAP Action.
Post-petition, the Receiver has returned possession of the
Condominium Unit to the Debtor.
The Debtor filed chapter 11 in order to regain possession of the
Condominium Unit, make necessary repairs to the Condominium Unit
with certain insurance proceeds, and streamline the sale process in
order to maximize value for creditors.
Cortnee B. Glasser and Sotheby's International Realty, Inc., as the
Debtor's Broker, listed the Condominium Unit at an asking price of
$17.7 million. The Broker has been marketing the Condominium Unit
since July 11, 2018 and, by the date of the auction, the Broker
will have marketed the assets for approximately two months.
Additionally, the Debtor marketed the Condominium Unit for sale
with a previous real estate broker for over a year prior to the
Petition Date.
Pursuant to discussions between the Debtor and the counsel to the
secured lenders, the Debtor agreed to market the Condominium Unit
for sale with Sotheby's through mid-September, with any offer
subject to higher and better offers through an auction process
scheduled for late September.
To date, although there have been interested parties, none of the
interested potential bidders has come forward to serve as a
stalking horse for the sale process. The Debtor believes that,
once bid deadlines and procedures are in place, interested parties
will commit and that a competitive bidding process will result.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: Oct. 1, 2018 at 4:00 p.m.
b. Initial Bid: $15 million
c. Deposit: $300,000
d. Auction: If the Debtor receives more than one Qualified Bid
from Qualified Bidders, it will conduct an Auction commencing at
1:00 p.m. (ET) on Oct. 3, 2018 at Morrison Tenenbaum PLLC, 87
Walker Street, Floor 2, New York, New York, 10013 or such other
time or place as the Debtor, at least two business days before the
Auction, notifies all Qualified Bidders who have submitted
Qualified Bids.
e. Bid Increments: $25,000
f. Sale Hearing: TBD
g. Closing: No more than 14 days after the Order by the Court
approving the Sale is entered
h. Sale ObjectionDeadline: Sept. (TBD) , 2018 at 5:00 p.m.
i. The Sale of the Property will be conducted pursuant to the
Court-ordered procedures free and clear of liens, claims, and
encumbrances, with any such liens, claims and encumbrances to
attach to the sale proceeds.
j. The Secured Creditors may credit bid. In the event that
the Second Mortgagee, or any other junior secured creditor, submits
a credit bid, that Junior Credit Bid must provide for the payment
in full of the claims of any senior secured creditors.
A copy of the Bidding Procedures attached to the Motion is
available for free at:
http://bankrupt.com/misc/215_Sullivan_27_Sales.pdf
The Debtor will cause to be served, within three business days
after issuance of the Bidding Procedures Order the Notice of Bid
Deadline, Auction, and Sale Hearing; and (ii) the Sale Package upon
all Notice Parties.
Pursuant to the Stipulation between the Debtor and NW Sullivan, NW
Sullivan has agreed to a carve-out and that the allowed amount of
its claim will be subject to the following: (i) quarterly fees of
the United States Trustee and other fees due to the Court,
including any fees and applicable interest thereon; (ii) allowed
professional fees and expenses of the Debtor's counsel in an amount
not to exceed $50,000 over and above any amount left on a retainer
received by counsel; and (iii) real estate commissions of Sotheby's
and of any co-operating broker as allowed by the Court
("Carve-Out").
In exchange for the Carve-Out and without prejudice to the rights
of third parties, the Debtor has agreed that (a) the validity,
extent, priority, perfection, enforceability and non-avoidability
of NW Sullivan's pre-petition claims against the Debtor and/or
pre-petition liens will not be subject to challenge by the Debtor,
and the Debtor agrees not to object to proof of claim no. 6 filed
by NW Sullivan in the amount of $15,730,312; and (b) the Debtor
will not seek to avoid or challenge any transfer made by or on
behalf of the Debtor to or for the benefit of NW Sullivan prior to
the Petition Date.
The Debtor also requests that the Court waive the 14-day stay that
otherwise may be applicable under Bankruptcy Rules 6004(h) and
6006(d), so that each of the Bidding Procedures Order and the Sale
Order is effective immediately upon entry.
About 215 Sullivan St
215 Sullivan St, LLC, owns a real property located at 209-219
Sullivan Street, Unit TH-A, New York, New York. The property is a
condominium apartment consisting of approximately 7,400 square feet
of interior space and 2,000 square feet of exterior space. The
company listed its business as a single asset real estate (as
defined in 11 U.S.C. Section 101(51B)).
215 Sullivan St sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 18-11255) on April 30,
2018. In the petition signed by Manny Bello, managing member, the
Debtor estimated assets of $10 million to $50 million and
liabilities of $10 million to $50 million. Judge Martin Glenn
presides over the case. The Debtor hired Morrison Tenenbaum PLLC
as its legal counsel.
On July 9, 2018, the Court appointed Cortnee B. Glasser and
Sotheby's International Realty, Inc., as real estate broker.
444 EAST 13: Delays Plan for Ongoing Sale Negotiations
------------------------------------------------------
444 East 13 LLC asks the U.S. Bankruptcy Court for the Southern
District of New York to further extend the time within which the
Debtor has the exclusive right to file a plan of reorganization and
to solicit acceptances with respect thereto for 60 days through and
including Nov. 16, 2018 and Jan. 14, 2019, respectively.
Unless extended, the current Exclusivity Period and Acceptance
Period expire on Sept. 17, 2018 and Nov. 13, 2018, respectively.
The Debtor owns and operates a residential apartment building in
the East Village neighborhood of Manhattan, New York. The Property
is encumbered by a mortgage to 444 Lender LLC.
Since the Debtor's last request for a modest extension of the
Exclusive Periods, the Debtor continues its efforts towards selling
the Property. The Debtor previously stated that it believed that a
plan would be filed prior to the extension of the current Exclusive
Periods, however, the Debtor is still working with prospective
buyers on the sale of the Property, which the Debtor believes will
be in an amount sufficient to satisfy its allowed claims in full.
The Debtor continues to have issues with certain tenants who are
withholding rent. The Debtor's inability to resolve this
consensually has affected the sale negotiations. The Debtor
continues to negotiate with these tenants, but the Debtor may have
to take action with the Court in order to resolve this issue.
Because of this, the negotiations between the Debtor and its
prospective purchaser remain ongoing until this issue is resolved.
The Debtor remains confident that it will be able to come to an
agreement with the purchaser and once a contract for sale is
negotiated, the Debtor will then file a plan.
About 444 East 13 LLC
444 East 13 LLC owns and operates a residential apartment building
located at 444 East 13th Street in the east village neighborhood of
Manhattan, New York. The property is valued at $11 million.
E. 9th St. Holdings owns and operates a residential apartment
building located at 332 East 9th Street in the east village
neighborhood of Manhattan, New York, valued at $8.82 million.
Meanwhile, E. 10th St. Holdings owns and operates a residential
apartment building located at 251 East 10th Street in the east
village neighborhood of Manhattan, New York, which is valued at
$7.5 million.
The properties are encumbered by mortgages to 444 Lender LLC and E.
Village Lender LLC (assigned to Metropolitan Commercial Bank).
E. 9th St. Holdings, E. 10th St. Holdings and 444 East sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y.
Case Nos. 17-23141 to 17-23143) on July 21, 2017. David
Goldwasser, authorized signatory of GC Realty Advisors LLC, manager
signed the petitions.
At the time of the filing, E. 9th St. Holdings disclosed $8,850,000
in total assets and $6,020,000 in total liabilities. E. 10th St.
Holdings listed $7,590,000 in total assets and $3,980,000 in total
liabilities. 444 East 13 LLC disclosed $11,030,000 in total assets
and $8,980,000 in total debt.
Judge Robert D. Drain presides over the cases.
Robinson Brog Leinwand Greene Genovese & Gluck, P.C., is the
Debtors' bankruptcy counsel. Sheldon Lobel PC, is the special
zoning counsel.
On Nov. 17, 2017, E. 9th St. filed its proposed Chapter 11 plan of
liquidation and disclosure statement.
4465 SW 34 TERRACE: Taps Szabo Law Group as Legal Counsel
---------------------------------------------------------
4465 SW 34 Terrace, LLC, received approval from the U.S. Bankruptcy
Court for the Southern District of Florida to hire Szabo Law Group,
P.A. as its legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; represent the Debtor in negotiation with its
creditors in the preparation of a plan; and provide other legal
services related to its Chapter 11 case.
Aron Szabo, Esq., at Szabo Law Group, 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:
Aron Szabo, Esq.
Szabo Law Group, P.A.
1401 Sawgrass Corporate Parkway
Fort Lauderdale, FL 33323
Phone: (954) 210-6054
Fax: (954) 301-2698
E-mail: aron@szabolawgroup.com
About 4465 SW 34 Terrace LLC
4465 SW 34 Terrace LLC is a privately-held company in Ft.
Lauderdale, Florida, engaged in activities related to real estate.
4465 SW 34 Terrace sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-18906) on July 23,
2018. In the petition signed by James Stote, president, the Debtor
estimated assets of $1 million to $10 million and liabilities of $1
million to $10 million. Judge John K. Olson presides over the
case.
6 DEGREES CONSULTING: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------------------
The Office of the U.S. Trustee on Sept. 17 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of 6 Degrees Consulting, Inc.
About 6 Degrees Consulting
6 Degrees Consulting, Inc., filed a Chapter 11 bankruptcy petition
(Bankr. W.D. Pa. Case No. 18-23270) on Aug. 16, 2018, estimating
less than $1 million in assets and liabilities. The Debtor is
represented by Francis E. Corbett, Esq.
ACASS SYSTEMS: Nebraska Staging Buying All Assets for $1 Million
----------------------------------------------------------------
Acass Systems, LLC asks the U.S. Bankruptcy Court for the District
of Nebraska to authorize the sale of substantially all assets to
Nebraska Staging and Automation, Inc., for $1 million, subject to
overbid.
Contemporaneously with the Motion, the Debtor filed its Bidding
Procedures Motion asking the Court enter an order adopting the bid
procedures as set forth in the Bidding Procedures Motion.
The Debtor has concluded that the best mechanism for maximizing the
value of the Assets is through the sale of the Assets by way of
public auction pursuant to the bidding procedures proposed in the
Procedures Motion. Therefore, it believes that it is in the best
interests of its estate and all creditors thereof to sell the
Assets to the Successful Bidder(s), free and clear of all liens,
claims, interests, and encumbrances.
The Debtor proposes to sell its Assets at this time by way of
public sale with a stalking horse bidder pursuant to the Asset
Purchase Agreement. Thus, the notice required by Local Rule
6006-1(A)(1) is not necessary.
The salient terms of the APA are:
a. Seller: ACASS System, LLC
b. Purchaser: Nebraska Staging and Automation, Inc.
c. Purchase Price: $1 million
d. Deposit: $100,000
e. Break-Up Fee: $50,000
The salient terms of the Bidding Procedures are:
a. Bid Deadline: TBD
b. Initial Bid: A purchase price of at least $10,000 in excess
of the Purchase Price plus the Break-Up Fee
c. Deposit: A cash deposit in an amount equal to the Deposit
plus the Break-Up Fee
d. Auction: TBD
e. Bid Increments: $10,000
f. Sale Hearing: TBD
g. The Assets vests the Purchaser with all right, title and
interest of Seller in, to and under the Assets free and clear of
all encumbrances and on an "as is, where is" basis, without any
representations or warranties of any kind (including no
representations or warranties as to merchantability, fitness or
use) other than those specifically set forth in the Agreement.
h. Closing: The consummation of the transaction contemplated
will take place at the office of the Seller's counsel in Omaha,
Nebraska, on the date that is no later than 15 calendar days after
the entry of non-appealable Sale Order, pursuant to which the
Seller is authorized to transfer the Assets to the Purchaser
pursuant to the Agreement.
At this time, the Debtor has not determined the tax basis of its
assets. It will identify or determine the tax basis for its
property and supplement the Motion as necessary. In addition, the
Debtor cannot project the final cost of the Sale at this time.
However, it will incur administrative expenses in the form of
attorney fees and marketing costs in connection with the Sale. The
Debtor will also engage one or more professionals to provide asset
marketing and or sale services.
As a result, it can be said, at a minimum, that the cost of the
Sale of the Assets is dependent on the amount of necessary
administrative expenses plus an amount that cannot be determined
until the purchase price for the Assets has been set. As with the
sale price, the Debtor cannot reasonably determine, at this time,
the amount of taxable income Debtor will receive, after
adjustments. However, it is possible that it will incur taxable
income as a result of the Sale.
Finally, the Debtor intends to file a plan of liquidation as part
of the sale process that specifically contemplates the Sale and the
distribution of the proceeds therefrom. As such, the Debtor
submits that the disclosures normally required by Local Rule
6006-1(A)(3) are not applicable.
The business justification for disposing estate assets before a
disclosure statement has been approved or a plan confirmed is that
the Debtor has limited ongoing operations, cannot sustain
operations as a going concern, and the proposed "stalking horse"
bid represents the highest and best value for the assets, subject
to higher and better bids.
In order to permit the Sale to proceed as expeditiously as possible
and to avoid further degradation or loss of value to the Assets,
good cause exists to waive the 14-day stay provided in Rule
6004(h).
A copy of the APA attached to the Motion is available for free at:
http://bankrupt.com/misc/ACASS-YSTEMS_LLC_8_Sales.pdf
The Purchaser:
NEBRASKA STAGING & AUTOMATION, INC.
816 Thayer Ave., 3rd Fl.
Silver Spring, MD 20910
The Purchaser is represented by:
Michael J. Lichtenstein, Esq.
SHULMAN ROGERS
12505 Park Potomac Ave.
Potomac, MD 20854
About Acass Systems
Acass Systems LLC designs and manufactures customized staging
equipment and components for the entertainment industry.
Based in Omaha, Nebrasks, Acass Systems filed its petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Neb. Case
No. 18-81299) on Aug. 31, 2018. The Debtor estimated $1 million to
$10 million in assets and $10 million to $50 million in
liabilities. Patrick Raymond Turner at Stinson Leonard Street LLP
is the Debtor's counsel.
ALLINGER PROPERTIES: MHP Buying Mt Morris Property for $1 Million
-----------------------------------------------------------------
Allinger Properties, LLC, asks the U.S. Bankruptcy Court for the
Eastern District of Michigan to authorize the sale of the mobile
home park located at 2198 E. Mt. Morris Road in Mt Morris, Michigan
to MHP Properties, LLC for $1 million.
Approximately one year ago on Aug. 11, 2017, the Court granted the
Debtor's motion. The purchase agreement entered between the Debtor
and Clark Dong on behalf of a group to be formed was contingent
upon the Buyer's ability to obtain financing. This was in turn
dependent on the Debtor's ability to locate and repair leaks that
were causing excess water usage beyond the amount reflected on
individual homeowners' meters.
On May 30, 2018, the Court entered an order requiring Debtor to
close the sale on Aug. 8, 2018 and to make ongoing adequate
protection payments. Mr. Dong was not able to obtain financing,
and has indicated that he is no longer seeking to purchase the
Property.
While Allinger Properties cannot meet the terms of the Court's
prior orders, the Debtor has found an alternate buyer called MHP
Properties, LLC. MHP Properties has submitted an offer to purchase
the Property for $1 million.
The Debtor has circulated via email the offer to the secured
creditors, Dutch Village Mobile Home Park, LLC and Genesee Township
and Genesee County though none of the secured creditors have yet
indicated if they are amendable to the revised terms.
The Debtor has, during the previous year, reduced water usage of
the park by over one half by fixing several leaks and replacing 391
galvanized water risers. It has been in contact with Township
officials to notify them of the progress. It brings the Motion not
to ask to compel the sale over any potential objections of the
secured parties, but instead hopes that the sale can be approved by
consent under Section 362(f)(2) though such consent has not been
obtained.
The Debtor believes, however, that even with consent the proposed
change in the purchase price requires notice to all parties in
interest. It would ask the Court to enter an order allowing Debtor
to sell the property to MHP Properties.
About Allinger Properties
Allinger Properties, LLC is a Michigan limited liability company.
The company operates the Dutch Village Mobile Home Park in Genesee
Township, Michigan that currently contains 140 rented mobile
homes.
Allinger Properties sought Chapter 11 protection (Bankr. E.D. Mich.
Case No. 12-31397) on March 30, 2012, disclosing assets of
$1,221,000 and liabilities of $2,679,000. The petition was signed
by Amos Allinger, manager.
Judge Daniel S. Opperman is assigned to the case.
The Debtor tapped Peter T. Mooney, Esq., at Simen, Figura & Parker,
as counsel.
ANTHONY SALTER: Selling 267 Acres of Modale Farm Ground for $2M
---------------------------------------------------------------
Anthony Wayne Salter and Mary Frances Salter ask the U.S.
Bankruptcy Court for the Southern District of Iowa to authorize the
sale of 267.24 acres of the approximately 270.74 acres farm ground
in Harrison County, and commonly referred to as 3128 Austin Avenue,
Modale, Iowa ("Wupper Farm") to James R. Barta or assigns for
$1,950,852.
The Debtors hold title to a single family residence, shop, two
machine sheds, and grain bins, on the Wupper Farm. The Wupper Farm
is encumbered by Mortgages to Treynor State Bank and Debtors intend
to pay all net sale proceeds of the sale to TS Bank.
The Debtors have entered into and executed a Purchase Agreement
with Barta to memorialize the terms and conditions of a proposed
sale transaction of 267.24 acres of the farm ground on the Wupper
Farm. They're asking the Court's approval of a sale of the 267.24
acres of the farm ground on the Wupper Farm to Barta for
$1,950,852, free and clear of liens, claims, encumbrances and
interests. They believe that a sale to Barta pursuant to the
Purchase Agreement is in the best interest of their estate and
creditors.
The Purchase Price is a fair offer for the Wupper Farm at this
time. Given the current economic climate, the Debtors believe it
would be imprudent to ignore such an attractive offer now when the
value of the Wupper Farm could be adversely affected or deteriorate
in the coming months prior to plan confirmation.
Time is of the essence in approving and closing the sale and any
unnecessary delay in closing the sale could result in the collapse
of the sale. Accordingly, the Court should waive the 14-day period
staying any order to sell the property of the estate imposed by
Bankruptcy Rules 6004(h) and 6006(d).
A copy of the Agreement attached to the Motion is available for
free at:
http://bankrupt.com/misc/Anthony_Salter_189_Sales.pdf
Anthony Wayne Salter and Mary Frances Salter sought Chapter 11
protection (Bankr. S.D. Iowa Case No. 18-00194) on Jan. 31, 2018.
The Debtors tapped Nicole B. Hughes, Esq., as counsel.
ANTHONY SALTER: Selling JM 750 Auger Cart for $15K
--------------------------------------------------
Anthony Wayne Salter and Mary Frances Salter ask the U.S.
Bankruptcy Court for the Southern District of Iowa to authorize
their sale of a JM 750 Auger Cart for a minimum of $15,000 with the
assistance of Plains Equipment Group at 11550 North 204th Street,
Elkhorn, Nebraska.
Plains will not be paid any commission or compensation for its
assistance with the sale.
The sale proceeds will be paid to Agriland FS, Inc.
It is in the best interest of the estate that the property be sold.
Therefore, the Debtors pray that the Court grants the relief
sought.
Anthony Wayne Salter and Mary Frances Salter sought Chapter 11
protection (Bankr. S.D. Iowa Case No. 18-00194) on Jan. 31, 2018.
The Debtors tapped Nicole B. Hughes, Esq., as counsel.
ARALEZ PHARMACEUTICALS: Taps Moelis & Company as Investment Banker
------------------------------------------------------------------
Aralez Pharmaceuticals US Inc. seeks approval from the U.S.
Bankruptcy Court for the Southern District of New York to hire
Moelis & Company LLC as its investment banker.
The firm will assist the company and its affiliates in reviewing
their business, assets and operations; assist in negotiating the
financial terms and consummating a potential restructuring,
financing or transaction; provide testimony; and render other
investment banking services in connection with their Chapter 11
cases.
Moelis will be compensated according to this fee arrangement:
(1) A monthly fee of $150,000, payable on the first day of each
month. Fifty percent of each monthly fee, beginning with the fifth
full monthly fee that is actually paid, will be offset, to the
extent previously paid, against any restructuring fee.
(2) A fee of $3.5 million upon the closing of a restructuring,
subject to certain credits.
(3) A transaction fee in an amount determined in accordance with a
formula agreed by the Debtors and Moelis, which, together with the
restructuring fee and the DIP credit, is subject to a cap of $6.5
million.
(4) A financing fee, which is 1.5% of the gross proceeds of any
debt capital raised; 3.5% of the gross proceeds of any equity
capital raised; or 1% of the face value of any of the Debtors' debt
securities or other indebtedness, obligations and liabilities
subject of a refinancing.
At the sole discretion of the Debtors, they may pay Moelis an
additional fee to be determined by the complexity of the
transaction, the time and effort expended by the firm, the value
added by the firm, and the Debtors' satisfaction with its
services.
Barak Klein, managing director of Moelis, disclosed in a court
filing that the firm is "disinterested" as defined in section
101(14) of the Bankruptcy Code.
The firm can be reached through:
Barak Klein
Moelis & Company LLC
399 Park Avenue, 5th Floor
New York, NY 10022
Tel: +1 212 883 3877 / +1 212 883 3800
Fax: +1 212 880 4260
Email: barak.klein@moelis.com
About Aralez Pharmaceuticals
Aralez Pharmaceuticals Inc. -- http://www.aralez.com/-- is a
specialty pharmaceutical company focused on delivering products to
improve patients' lives by acquiring, developing and
commercializing products in various specialty areas.
The Company together with its affiliates filed for Chapter 11
protection on Aug. 10, 2018 (Bankr. S.D.N.Y. Lead Case No.
18-12425). The Debtor estimated assets and liabilities between
$100 million and $500 million.
The Hon. Martin Glenn presides over the Debtors' Chapter 11 cases.
The Debtors tapped Willkie Farr & Gallagher LLP, as their counsel;
Alvarez & Marsal Healthcare Industry Group, LLC as restructuring
and financial advisor; Moelis & Company as investment banker; RSM
US LLP as tax advisor; and Prime Clerk LLC as claims, noticing and
solicitation agent.
ARALEZ PHARMACEUTICALS: Taps Prime Clerk as Administrative Advisor
------------------------------------------------------------------
Aralez Pharmaceuticals US Inc. seeks approval from the U.S.
Bankruptcy Court for the Southern District of New York to hire
Prime Clerk LLC as administrative advisor.
The firm will provide bankruptcy administration services, which
include the solicitation, balloting and tabulation of votes; the
preparation of reports in support of a Chapter 11 plan; and
managing and coordinating any distributions pursuant to the plan.
The firm's hourly rates are:
Claim and Noticing Rates:
Analyst $30 - $50
Technology Consultant $35 - $95
Consultant/Senior Consultant $65 - $165
Director $175 - $195
COO/Executive VP No charge
Solicitation, Balloting and Tabulation Rates:
Solicitation Consultant $190
Director of Solicitation $210
Benjamin Steele, vice-president of Prime Clerk, disclosed in a
court filing that his firm is "disinterested" as defined in section
101(14) of the Bankruptcy Code.
Prime Clerk can be reached through:
Benjamin J. Steele
Prime Clerk LLC
830 3rd Avenue, 9th Floor
New York, NY 10022
Tel: 212-257-5490
Email: bsteele@primeclerk.com
About Aralez Pharmaceuticals
Aralez Pharmaceuticals Inc. -- http://www.aralez.com/-- is a
specialty pharmaceutical company focused on delivering products to
improve patients' lives by acquiring, developing and
commercializing products in various specialty areas.
The Company together with its affiliates filed for Chapter 11
protection on Aug. 10, 2018 (Bankr. S.D.N.Y. Lead Case No.
18-12425). The Debtor estimated assets and liabilities between
$100 million and $500 million.
The Hon. Martin Glenn presides over the Debtors' Chapter 11 cases.
The Debtors tapped Willkie Farr & Gallagher LLP, as their counsel;
Alvarez & Marsal Healthcare Industry Group, LLC as restructuring
and financial advisor; Moelis & Company as investment banker; RSM
US LLP as tax advisor; and Prime Clerk LLC as claims, noticing and
solicitation agent.
ARALEZ PHARMACEUTICALS: Taps Willkie Farr as Legal Counsel
----------------------------------------------------------
Aralez Pharmaceuticals US Inc. seeks approval from the U.S.
Bankruptcy Court for the Southern District of New York to hire
Willkie Farr & Gallagher LLP as its legal counsel.
The firm will advise the company and its affiliates regarding their
duties under the Bankruptcy Code; assist in the sale of their
business; assist in the areas of corporate finance, tax, commercial
litigation, debt restructuring and asset dispositions in connection
with their restructuring efforts; and provide other legal services
related to their Chapter 11 cases.
The hourly rates charged by the firm range from $1,015 to $1,500
for partners and counsel, $350 to $990 for associates and other
attorneys; and $240 to $395 for paraprofessionals. The hourly
rates for attorneys with primary responsibility are:
Paul Shalhoub Partner $1,425
Adam Turteltaub Partner $1,425
Robin Spigel Counsel $1,015
Debra McElligott Associate $890
Frances Dales Associate $840
Helena Honig Associate $660
Melany Cruz Burgos Associate $525
In the 90 days prior to the petition date, Willkie Farr received a
retainer and payments totaling $2,387,942.33.
Paul Shalhoub, Esq., a member of Willkie Farr, disclosed in a court
filing that his firm is "disinterested" as defined in section
101(14) of the Bankruptcy Code.
In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Mr.
Shalhoub disclosed that his firm has not agreed to a variation of
its standard or customary billing arrangements, and that no Willkie
Farr professional has varied his rate based on the geographic
location of the Debtors' cases.
Mr. Shalhoub also disclosed that there has been no change in the
firm's billing rates, discounts or any other material financial
term from the pre-bankruptcy period to the post-petition period.
The Debtors have already approved the firm's budget and staffing
plan for the period August 10 to October 31, 2018, according to Mr.
Shalhoub.
Willkie Farr can be reached through:
Paul V. Shalhoub, Esq.
Robin Spigel, Esq.
Debra C. McElligott, Esq.
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019
Tel: (212) 728-8000
Fax: (212) 728-8111
E-mail: pshalhoub@willkie.com
E-mail: rspigel@willkie.com
E-mail: dmcelligott@willkie.com
About Aralez Pharmaceuticals
Aralez Pharmaceuticals Inc. -- http://www.aralez.com/-- is a
specialty pharmaceutical company focused on delivering products to
improve patients' lives by acquiring, developing and
commercializing products in various specialty areas.
The Company together with its affiliates filed for Chapter 11
protection on Aug. 10, 2018 (Bankr. S.D.N.Y. Lead Case No.
18-12425). The Debtor estimated assets and liabilities between
$100 million and $500 million.
The Hon. Martin Glenn presides over the Debtors' Chapter 11 cases.
The Debtors tapped Willkie Farr & Gallagher LLP, as their counsel;
Alvarez & Marsal Healthcare Industry Group, LLC as restructuring
and financial advisor; Moelis & Company as investment banker; RSM
US LLP as tax advisor; and Prime Clerk LLC as claims, noticing and
solicitation agent.
ASIATIQUE THAI: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------------
The Office of the U.S. Trustee on Sept. 17 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of Asiatique Thai Bistro LLC.
About Asiatique Thai Bistro LLC
Asiatique Thai Bistro LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Pa. Case No. 18-22783) on July 10,
2018.
In the petition signed by Janfong Ling, managing member, the Debtor
disclosed that it had estimated assets of less than $100,000 and
liabilities of less than $500,000. The Debtor tapped Steidl &
Steinberg, P.C. as its legal counsel.
AUSTLEN BABY: J&C Buying Assets for $450K
-----------------------------------------
Austlen Baby Co. asks the U.S. Bankruptcy Court for the Western
District of Texas to authorize the sale of assets that generally
include all of its intellectual property, inventory, and the
assigned Contracts and assumed leases, to J&C Investments, LLC for
$450,000.
A hearing on the Motion is set for Sept. 7, 2018 at 9:00 a.m. The
objection deadline is Sept. 5, 2018 at 5:00 p.m.
The Debtor's product is the Entourage?? stroller product line which
offers both the most versatile configurations and the largest
storage capacity on the market. Its patented one-second expandable
frame allows 30 configurations for both single and double child
use. The storage capacity expands up to 150 lbs.
Austlen's products are manufactured in China, and the Debtor uses
third-party
logistics providers for transport by ocean, rail and truck. In
addition, Austlen Baby uses a contracted centralized fulfillment
center. Inventory is stored at locations in California and, to a
lesser extent, Pennsylvania.
On July 19, 2018, the Court entered the Bid Procedures Order
pursuant to which the Debtor was authorized to solicit bids from
potential bidders and market its assets for a sale out of the
ordinary course of business.
The Bid Procedures included these key deadlines:
a. Deadline to Serve Notice of Bid Procedures & Auction Date:
July 20, 2018;
b. Deadline to Serve Notice of Proposed Cure Amounts for
Executory Contracts and Unexpired Leases: July 20, 2018;
c. Deadline to File and Serve Objections to Cure Notice: 5:00
p.m. (CDT), Aug. 20, 2018;
d. Bid Submission Deadline: 5:00 p.m. (CDT), Aug. 23, 2018;
e. Qualified Bids Announced: 1 p.m. (CDT), Aug. 24, 2018. By
such date and time, the Debtor will file with the Court and serve
on all creditors, investors, and parties in interest a notification
of the Qualified Bids. The Debtor will also notify the qualified
Bidders;
f. Auction Date: 10 a.m. (CDT), Aug. 29, 2018; Auction to be
held at Kell C. Mercer, PC, 1602 E. Cesar Chavez Street, Austin,
Texas 78702, or such other suitable location designed in writing to
Qualified Bidders by the Debtor;
g. Deadline to File Sale Motion: 5:00 p.m. (CDT), Aug. 30,
2018;
h. Deadline to Object to Sale Motion: 5:00 p.m. (CDT), Sept.
5, 2018. Objections must be filed asserting any basis other than
an objection to the cure amount which has a separate deadline set
forth for objecting to proposed transaction, including legal and
factual grounds for opposing transaction and/or cure amount. The
Debtor may ask to invoke the adversary rules for any objection
raising matters requiring adjudication in an adversary proceeding
pursuant to Bankruptcy Rule 7001;
i. Deadline to file Proposed Sale Order: 12:00 p.m. (noon)
(CDT), Sept. 6, 2018. The Debtor will file and serve under a
notice cover sheet a final proposed Sale Order; and
j. Sale Hearing: Sept. 7, 2018 at 9:00 a.m. (CDT) is the date
and time the Sale Hearing is set to commence before the Court.
To date, the Debtor has materially complied with each of these
deadlines. One party, Oracle, has filed a limited objection to the
Notice of Proposed Cure Amounts for Executory Contracts and
Unexpired Leases.
The Debtor received three bids on the Bid Submission Deadline. The
three Qualified Bidders were J&C, John Paulos, or his Assignee, and
Delta Enterprise Corp. In addition, Amplify Credit Union was
considered a Qualified Bidder pursuant to the Bid Procedures.
Amplify has an allowed pre-petition claim in the amount of
$3,020,740. In addition, Amplify has been approved to advance DIP
financing to the Debtor in an amount up to $70,000, for certain
post-petition expenses. If the Motion is granted, Amplify's
pre-petition claim will not be paid in full, and Amplify will have
an unsecured prepetition deficiency. Its post-petition DIP
financing will be repaid in full per the terms approved by the
Bankruptcy Court.
Pursuant to the Bid Procedures, an Auction was held on Aug. 29,
2018 pursuant to the Auction Procedures. The Starting Bid was
$200,000. The final bid submitted at the Auction was a bid in the
amount of $450,000 by J&C. The next highest bid was submitted by
Delta, in the amount of $400,000. Although given the opportunity,
Delta did not match or outbid J&C's final bid at the Auction.
The J&C bid containing the Sale Terms is set forth in detail in the
APA. In summary, it includes a cash bid of $450,000, free and
clear of all liens, claims, interests, and encumbrances, and
assumption of contracts that include cure amounts in excess of
$420,000. At the Sale Hearing, the Debtor will provide evidence of
adequate assurance of future performance by J&C of all Assigned
Contracts and Assumed Leases.
The Debtor asks that the stay imposed by Bankruptcy Rule 6004(h) be
waived to allow the Sale to be consummated as quickly as possible.
A copy of the APA attached to the Motion is available for free at:
http://bankrupt.com/misc/Austlen_Baby_85_Sales.pdf
The Purchaser is represented by:
Lynn H. Butler, Esq.
HUSCH BLACKWELL, LLP
111 Congress Avenue, Suite 1400
Austin, TX 78701
Telephone: (512) 472-5456
E-mail: Lynn.Butler@huschblackwell.com
http://bankrupt.com/misc/txwb18-10749-7.pdf
About Austlen Baby Co.
Austlen Baby Co. -- https://www.austlen.com/ -- creates baby gear
and products that make being a parent a little easier. Austlen
Baby Co.'s flagship product is the Entourage Stroller, a 3-stage
expansion stroller with adjustable market tote, platform rider and
stowable jump seat, reclining and stowable second seat, and dual
car seat compatibility. Austlen Baby Co. was founded by CEO Leslie
Stiba. Austlen Baby Co. is based in Austin, with a design and
engineering office in Philadelphia.
Austlen Baby Co., f/k/a City Bebe Ltd., filed a Chapter 11 petition
(Bankr. W.D. Tex. Case No. 18-10749), on June 10, 2018. In the
petition signed by Leslie Stiba, president and CEO, the Debtor
disclosed total assets of $13.24 million and total liabilities
amounting to $4.37 million. The case is assigned to Judge
Christopher H. Mott. The Debtor is represented by Kell C. Mercer,
Esq. at Kell C. Mercer, PC.
BAMC DEVELOPMENT: Bird Dog Buying Tampa Property for $1.8M
----------------------------------------------------------
BAMC Development Holding, LLC, asks the U.S. Bankruptcy Court for
the Middle District of Florida to authorize the sale of the real
property located at 201-205 South Howard Avenue, Tampa, Florida to
Bird Dog Investments, LLC, for $1.8 million.
The Debtor is party to a prepetition executory contract with Bird
Dog which provides, in part, for the sale of the Property for the
sum of $1.8 million. However, the Debtor has advised that the
purchase price is actually less than $1.8 million since the
Purchaser will be obligated to buy-out the existing tenant/tenants
at the Property.
The Property is subject to a Uniform Final Judgment of Foreclosure
in favor of Biel Reo, LLC, and against the Debtor in Hillsborough
County, Florida Circuit Court, in Case No.: 10-CA-019599 - Division
L, in the amount of $2,839,461. The Debtor timely filed an appeal
of the Judgment.
The Debtor asks to assume the Contract. It submits it is
absolutely entitled to assume the Contract, as there is no default
under the Contract. The Debtor, in its best business judgment,
believes a closing on the Contract is in the best interest of all
of the parties in interest in the case.
The Contract is a cash transaction and not contingent upon
financing. The Property is vacant land and the sale is "as is,
where is." The Debtor does not believe a higher price is
forthcoming, given its extensive knowledge of the real estate
market in the SOHO entertainment district in Tampa, Florida.
Solely for purposes of the sale, Biel Reo has stipulated to reduce
the secured portion of its claim from $2,839,461 to $1.6 million
provided a closing takes place by Oct. 31, 2018. Biel Reo would
retain the right to assert an unsecured deficiency claim for the
balance of its claim after payment of the $1.6 million stipulated
secured amount. This would leave the approximate sum of $200,000
in the Debtor's bankruptcy estate for distribution to other classes
of creditors in this single asset real estate case. The Debtor
will use its best, good faith efforts to close on the Contract by
Oct. 31, 2018.
The Debtor proposes to pay these secured claims from the proceeds
of the sale of the Property:
a. Any unpaid ad valorem taxes due for years prior to 2018 and
a pro-rated amount for 2018;
b. The stipulated sum of $1.6 million due to Biel Reo;
c. The balance to other classes of creditors under a plan of
reorganization.
The Debtor submits there is cause to shorten the time for notice of
consideration of the Motion under Rule 2002(a)(2), Federal Rules of
Bankruptcy Procedure.
A hearing on the Motion is set for Sept. 11, 2018 at 1:30 p.m.
A full-text copy of the Contract attached to the Motion is
available for free at:
http://bankrupt.com/misc/BAMC_Development_32_Sales.pdf
About BAMC Development Holding
BAMC Development Holding, LLC, is a privately-held company in
Tampa, Florida, engaged in activities related to real estate. It
is the fee simple owner of a property located at 201 S. Howard
Avenue, Tampa, Florida, which is valued by the Debtor at $1.1
million.
The Debtor previously sought bankruptcy protection (Bankr. M.D.
Fla. Case No. 16-05643) on June 30, 2016. BAMC Development Holding
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
M.D. Fla. Case No. 18-06643) on Aug. 9, 2018. In the petition
signed by Thomas Ortiz, managing member, the Debtor disclosed
$1,135,645 in assets and $26,507,460 in liabilities. The Debtor
tapped the Office of Leon A. Williamson, Jr., P.A., as its legal
counsel.
BASIC ENERGY: Moody's Assigns B3 CFR & Rates Sr. Sec. Notes B3
--------------------------------------------------------------
Moody's Investors Service assigned ratings to Basic Energy
Services, Inc., including a B3 Corporate Family Rating, a B3-PD
Probability of Default Rating, and a B3 senior secured notes
rating. Moody's also assigned an SGL-2 Speculative Grade Liquidity
rating. The outlook is stable. The proceeds of the $300 million
senior secured notes will be used to repay the existing fixed rate
term loan and repay borrowings under the existing ABL facility.
"Basic's rating reflects the company's small scale and the
cyclicality of the oilfield services (OFS) sector, offset by the
company's reduced leverage and geographic and service offering
diversification. Although the utilization has improved, the OFS
sector continues to remain challenged for increasing margins and
the company will need to demonstrate its operational capability,
growth strategies and more conservative financial policies post its
emergence from bankruptcy," commented Sreedhar Kona, Moody's Senior
Analyst. "The projected growth in drilling activity and the
company's good liquidity contribute to the stable outlook."
Debt List:
Assignments:
Issuer: Basic Energy Services, Inc.
Corporate Family Rating, Assigned B3
Probability of Default Rating, Assigned B3-PD
Senior Secured Notes due 2023, Assigned B3 (LGD4)
Speculative Grade Liquidity Rating, Assigned SGL-2
Outlook Actions:
Issuer: Basic Energy Services, Inc.
Outlook, Assigned Stable
RATINGS RATIONALE
Basic's B3 CFR reflects the company's small scale with last twelve
months EBITDA of less than $100 million at June 30, 2018 and the
company's reliance on sustained growth in Exploration and
Production (E&P) activity through 2018 and beyond to grow cash
flow. Although the company's first half of 2018 results show some
growth momentum, the volatility and competition inherent in the OFS
industry constrains the ratings. The company has steadily grown its
EBITDA through 2017 and the first half of 2018, and the company
must continue to execute operationally and maintain its renewed
financial discipline to deliver further sustained cash flow growth
and achieve its targeted financial leverage metrics.
Basic benefits from its reduced debt levels and financial leverage,
which Moody's projects to be approximately 4x at the end of 2018.
The company has a diversified footprint with presence in most of
the major hydrocarbon producing basins in the US. Additionally, the
company's cash flow is spread across multiple service offerings
like Well servicing, Water logistics and, Completion and Remedial
services, which are all showing a growing utilization trend because
of increased E&P activity and modest tightness in the OFS market.
The $300 million senior secured notes due 2023 are rated B3, or the
same as the CFR, reflecting the notes' first lien on all the fixed
assets of the borrower and guarantors including the subsidiaries.
The $150 million ABL facility will mature five years from closing
of the financing transaction and have a first lien on the ABL
collateral -- specifically the accounts receivable, deposit
accounts and cash. Although the ABL facility has a first lien
priority on the relatively more liquid ABL collateral, given the
proportionately smaller size of the ABL facility as compared to the
senior secured notes and the low projected utilization of the ABL,
the secured notes are rated the same as the CFR in accordance with
Moody's Loss Given Default methodology. A meaningful increase in
the size of the ABL facility or high utilization of the ABL could
pressure the senior secured notes rating.
Basic will maintain a good liquidity profile as reflected in its
SGL-2 rating. At the close of the transaction, the company will
have approximately $100 million of cash on the balance sheet and no
outstanding drawings under the $150 million ABL facility. Basic
will be able to fund its planned capital expenditures and working
capital needs with operating cash flow and drawings under the ABL
facility. The ABL facility has a springing covenant that will
require the company to maintain a fixed charge coverage ratio of
above 1x when excess availability is less than the greater of (i)
12.5% of the maximum borrowing amount and (ii) $18,750,000. Moody's
does not expect the utilization of the credit facility to be high
enough to even make this covenant operational. The company's assets
are fully encumbered by the secured notes and the ABL facility,
limiting the ability to raise cash through asset sales.
Basic's stable rating outlook reflects expected growth in drilling
activity and the corresponding demand improvement for its services.
Basic's ratings would be considered for an upgrade if its EBITDA
approaches $200 million and the financial leverage (debt/EBITDA) is
sustained below 3x. The company must also maintain adequate
liquidity.
Ratings could be downgraded if Basic's operational performance
deteriorates or if Basic's interest coverage drops below 2x.
Fort Worth, TX based Basic Energy Services provides well site
services to oil and natural gas producing companies in the United
States. Basic's services include completion and remedial services,
fluid services, well servicing and water logistics.
The principal methodology used in these ratings was Global Oilfield
Services Industry Rating Methodology published in May 2017.
BEERCO LIMITED: Has Until Oct. 18 to Solicit Acceptances to Plan
----------------------------------------------------------------
The Hon. James L. Garrity, Jr., of the U.S. Bankruptcy Court for
the Southern District of New York has extended until Oct. 18, 2018,
the exclusive period during which only BeerCo Limited LLC may
solicit acceptances or rejections to the plan of reorganization.
The Court also extended until Aug. 20, 2018, the exclusive period
during which only the Debtor may file a plan of reorganization.
The Debtor operates a "Belgian Beer Cafe" style restaurant at 220
Fifth Avenue, New York, New York, pursuant to a commercial lease
with its landlord, 220 5th Realty LLC, dated Aug. 29, 2012.
As reported by the Troubled Company Reporter on June 1, 2018, the
Lease is the central asset of the Debtor. The Debtor's efforts at
reorganization are focused on renegotiating the terms of the Lease
so that it can improve profitability going forward. Until
discussions with the Landlord are concluded (one way or the other),
the Debtor is not yet ready to propose a plan of reorganization.
About BeerCo Limited
BeerCo Limited LLC is a Nevada limited liability company which
operates a "Belgian Beer Cafe" style restaurant with a seating
capacity of 245 patrons. The Restaurant operates at 220 Fifth
Avenue, New York, NY pursuant to a commercial lease and a franchise
and co-operation agreement with a Belgian-based company known as
Creneua International NV, located in Hasselt, Belgium.
On Jan. 22, 2018, BeerCo sought Chapter 11 protection (Bankr.
S.D.N.Y. Case No. 18-10150). The Debtor disclosed total assets of
$2.18 million and total liabilities of $420,588. The Hon. James L.
Garrity Jr. is the case judge. GOLDBERG WEPRIN FINKEL GOLDSTEIN
LLP is the Debtor's counsel.
BERTUCCI'S HOLDINGS: Selling Two Liquor Licenses for $730K
----------------------------------------------------------
Bertucci's Corp. filed with the U.S. Bankruptcy Court for the
District of Delaware its amended notice of proposed sale of (i) the
liquor license for the closed Warrington Township location to OMD
Prospect, LLC, for $380,000; and (ii) the liquor license for the
closed Bryn Mawr location to Jason Gordon for $350,000.
Pursuant to the Sale Order, the Debtors provide notice of the
proposed sale of the two Miscellaneous Assets. CIT has asserted
lien on the Miscellaneous Assets and has consented to the sale in
exchange for a corresponding security interest in the proceeds of
such Miscellaneous Asset Sale. The Debtors propose to sell the
Miscellaneous Assets free and clear of liens, claims and
encumbrances.
The sale objection deadline is Sept. 7, 2018 at 4:00 p.m. (EST).
If no objections are received prior to the Sale Objection Deadline,
the Debtors will file a certification so informing the Court and
asking the entry of an order approving the Proposed Sales without
further notice or a hearing in accordance with the terms of the
Sale Order.
About Bertucci's Holdings
Founded in 1981, Bertucci's Holdings, Inc. --
http://www.bertuccis.com/-- owns and operates 59 full-service
casual family restaurants offering traditional Italian and
contemporary food centered around its signature open kitchens and
brick ovens. As of the Petition Date, the company and its
affiliates had 969 full-time employees and 3,245 part-time
employees. Bertucci's is headquartered in Boston, Massachusetts
and operates in 11 east coast states from New Hampshire to
Virginia.
Bertucci's Holdings, Inc., sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D. Del. Lead Case No. 18-10894) on
April 15, 2018. In the petitions signed by Brian Connell, chief
financial officer and senior vice-president, the Debtors estimated
assets of less than $50,000 and liabilities of $50 million to $100
million.
Judge Mary F. Walrath presides over the cases.
The Debtors tapped Landis Rath & Cobb LLP as their bankruptcy
counsel; Schulte Roth & Zabel LLP as special corporate counsel;
Imperial Capital, LLC as investment banker; Hilco Real Estate, LLC,
as real estate advisor; and Prime Clerk LLC as claims and noticing
agent and administrative advisor.
On April 27, 2018, the U.S. Trustee for Region 3 appointed an
official committee of unsecured creditors. The committee has
retained Bayard, P.A. and Kelley Drye & Warren LLP, as counsel.
Bertucci's Holding LLC, a unit of Earl Enterprises, which acquired
the Debtors' assets, is represented in the sale deal by:
Daniel Ganitsky, Esq.
Vincent Indelicato, Esq.
PROSKAUER ROSE LLP
11 Times Square
New York, NY 10036
E-mail: dganitsky@proskauer.com
vindelicato@proskauer.com
BLUE EAGLE FARMING: Seeks Feb. 4 Exclusivity Period Extension
-------------------------------------------------------------
Blue Eagle Farming, LLC and its affiliates request the U.S.
Bankruptcy Court for the Northern District of Alabama to extend the
exclusive time to file a Chapter 11 Plan and solicit acceptances
through and including February 4, 2019.
The Debtors have not yet filed a plan and the 120-day exclusive
period to file a plan of reorganization ends on October 6, 2018 and
the 180-day exclusive right to confirm a plan expires Dec. 5,
2018.
Since Petition Date, the Debtors have been diligently administering
its case as a debtor-in-possession. To that end, Debtors are, among
other things: (a) working with advisors; (b) attempting to reach
settlement with the United States and the HDL Trustee; (c)
attempting negotiations between all the parties; and (d) moving
forward with an appeal of the South Carolina judgment. The Debtors
claim that these actions are moving forward, but are not yet
completed.
Accordingly, the Debtors request that the Court to extend the
Exclusivity Period by four months to ensure the Debtors may
continue negotiations and attempt settlement before the plan is
filed.
About Blue Eagle Farming
Blue Eagle Farming, LLC and its affiliate H J Farming, LLC, sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D.
Ala. Case Nos. 18-02395 and 18-02397) on June 8, 2018.
On June 9, 2018, five Blue Eagle affiliates filed Chapter 11
petitions: Blue Smash Investments LLC, Eagle Ray Investments LLC,
Forse Investments LLC, Armor Light LLC, and War-Horse Properties,
LLLP ((Bankr. N.D. Ala. Case Nos. 18-81707 to 18-81711). The cases
are jointly administered under Case No. 18-02395.
Blue Eagle Farming and H J Farming are engaged in the business of
cattle ranching and farming. Blue Smash Investments operates in
the financial investment industry; War-Horse Properties manages
companies and enterprises; Eagle Ray Investments and Forse
Investments are lessors of real estate while Armor Light, LLC, is
engaged in the business of residential building construction.
Blue Eagle estimated $1 million to $10 million in assets and $100
million to $500 million in liabilities as of the bankruptcy
filing.
Judge Tamara O. Mitchell presides over the cases.
Burr & Forman LLP is the Debtors' legal counsel.
BROOKSTONE HOLDINGS: To Hold an Auction of All Assets on Sept. 24
-----------------------------------------------------------------
Brookstone Holdings Corp. and its debtor-affiliates filed with the
U.S. Bankruptcy Court for the District of Delaware a notice of
their sale of substantially all of assets or any portion thereof,
at auction.
On Aug. 8, 2018, the Debtors filed their Bid Procedures Motion
which the Court approved on Aug. 29, 2018.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: Sept. 20, 2018 at 5:00 p.m. (ET)
b. Initial Bid: A price equal to or greater than the Stalking
Horse Overbid in the event that a Stalking Horse Bid Notice has
been filed prior to the Bid Deadline with respect to the relevant
Assets
c. Deposit: 5% of the Bid
d. Auction: An Auction in accordance with the Bid Procedures,
which Auction will take place on Sept. 24, 2018 at 10:00 a.m. (ET)
at the offices of the counsel to the Debtors, Young Conaway
Stargatt & Taylor, LLP, Rodney Square, 1000 North King Street,
Wilmington, Delaware 19801, or such later time or such other place
as the Debtors will designate.
e. Bid Increments: To be announced at the Auction
f. Sale Hearing: Oct. 1, 2018 at 10:00 a.m. (ET)
g. Closing: Oct. 4, 2018
h. Sale Objection Deadline/Cure Cost/Assignment Objection
Deadline: Sept. 24, 2018 at 4:00 p.m. (ET)
i. Post-Auction Objection Deadline: Sept. 28, 2018 at 4:00
p.m. (ET)
j. The Prepetition Secured Parties holding perfected security
interests in such Assets, may ask to credit bid some or all of
their claims for their respective collateral.
k. Service of Potential Assumption and Assignment Notice:
Sept. 10, 2018
About Brookstone Holdings
Founded in 1965, Brookstone Holdings Corp. is a U.S.-based product
developer and retailer of wellness, entertainment, and travel
products that are fun to discover, smart to use and beautiful in
design. Brookstone products are available at its 35 retail
locations in airports throughout the U.S., online at Brookstone.com
and through select premium retailers worldwide.
Brookstone Holdings and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No.
18-11780) on Aug. 2, 2018.
In the petitions signed by Stephen A. Gould, secretary, the Debtors
estimated assets of $50 million to $100 million and liabilities of
$100 million to $500 million.
Judge Brendan Linehan Shannon presides over the cases.
The Debtors tapped Gibson, Dunn & Crutcher LLP as their bankruptcy
counsel; Young Conaway Stargatt & Taylor, LLP as Delaware counsel;
Berkeley Research Group, LLC as financial advisor; and GLC Advisors
& Co. as investment banker; Omni Management Group, Inc., as
administrative agent.
BWR LLC: Taps Wolfgang F. Hahn as Legal Counsel
-----------------------------------------------
BWR, LLC seeks approval from the U.S. Bankruptcy Court for the
Southern District of California to hire Wolfgang F. Hahn +
Associates as its legal counsel.
The firm will assist the Debtor in the preparation of a plan of
reorganization and will provide other legal services related to its
Chapter 11 case.
Wolfgang Hahn, Esq., the attorney who will be handling the case,
charges an hourly fee of $350. He received a $50,000 retainer from
the personal funds of Kevin Smith, the Debtor's manager.
Mr. Hahn disclosed in a court filing that he is "disinterested" as
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Wolfgang F. Hahn, Esq.
Wolfgang F. Hahn + Associates
7160 Caminito Pepino
La Jolla, CA 92037
Tel: 858-535-1000
Email: ellobo1@san.rr.com
About BWR LLC
BWR, LLC, is a privately-held company that operates business under
the name Barbara Worth Hotel and Resort Golf Club. It is based in
Holtville, California. BWR, LLC, sought protection under Chapter
11 of the Bankruptcy Code (Bankr. S.D. Calif. Case No. 18-03650) on
June 19, 2018. In the petition signed by Kevin G. Smith, manager,
the Debtor disclosed that it had estimated assets of $1 million to
$10 million and liabilities of $1 million to $10 million.
CAPITAL CITY: Unsecureds to Get One-Time Dividend Payment of $500
-----------------------------------------------------------------
Capital City Runners, LLC, filed a small business amended
disclosure statement describing its plan of liquidation dated Sept.
13, 2018.
Under the latest plan, Class 3 general unsecured claims will
receive a pro-rata share of the $500 available to unsecured
creditors. The one-time dividend payment will be paid within 30
days of the effective date.
The previous version of the plan provided that general unsecured
claimants will not receive a dividend because no funds are
available after payment of administrative expenses, priority tax
claims and projected United States Trustee Fees.
A full-text copy of the Amended Disclosure Statement is available
for free at:
http://bankrupt.com/misc/flnb18-40156-91.pdf
About Capital City Runners
Capital City Runners, LLC, operated a shoe store that sold running
shoes and other merchandise to the Tallahassee community. The
location of the store is 1817 Thomasville Road Ste. 510,
Tallahassee, Florida 32303.
Capital City Runners sought Chapter 11 protection (Bankr. N.D. Fla.
Case No. 18-40156) on March 26, 2018. In the petition signed by
Brian Jonathan Manry, managing member, the Debtor estimated assets
in the range of $0 to $50,000 and $100,001 to $500,000 in debt.
The Debtor tapped Robert C. Bruner, Esq., at Bruner Wright, P.A.,
as counsel.
CARDIOVASCULAR MEDICAL: Seeks Conditional Approval of Plan Outline
------------------------------------------------------------------
Cardiovascular Medical Associates, P.C. filed an application for
conditional approval of its small business disclosure statement
describing its proposed plan of liquidation.
The Debtor further requests that the Court fix the last day for the
acceptance or rejection of the Plan, the last day for the filing of
objections to the Plan, and a date for a combined hearing on the
and final approval of the Disclosure Statement and the confirmation
of the proposed Plan.
Pursuant to the Plan, the Debtor will make a single set of
distributions to its Secured Creditors, Unsecured Priority
Creditors, and Unsecured Creditors following either (i) the Debtor
collecting all of its accounts receivable and selling all of its
assets or (ii) making reasonable efforts to collect its accounts
receivable and sell its assets and determining that the remaining
accounts and assets cannot be collected on and/or sold. All
payments will be made from the collection of the Debtor's remaining
accounts receivable or the sale of the Debtor's remaining assets.
Class 3 general unsecured claims are Impaired under the Plan. Class
3 Claims total approximately $925,310.82, not including any amounts
of Class 1 and/or 2 Claims which may be determined to be unsecured
and which will also be included in Class 3 Claims. The Class 3
Creditors will receive pro rata distributions from the net proceeds
resulting from the collections of the Debtor's remaining accounts
receivable the sale of the Debtor's remaining assets. These
distributions will be made from the proceeds remaining after the
Class 1 and 2 Claims are satisfied. As a result of the treatment of
the Class 3 Creditors under the Debtor's Plan, the Class 3
Creditors will receive less than the full amount of their Claims.
The Debtor estimates that the Class 3 Creditors will receive 0-5%
of the amounts of their Unsecured Claims.
A copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/paeb18-12314-141.pdf
About Cardiovascular Medical Associates
Cardiovascular Medical Associates, P.C., is a medical group
practice located in Philadelphia, Pennsylvania, that specializes in
diseases of the heart and blood vessels and management of complex
cardiac conditions.
Cardiovascular Medical Associates sought protection under Chapter
11 of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 18-12314) on
April 6, 2018. In the petition signed by Philip Nimoityn,
president, the Debtor estimated assets of less than $1 million and
liabilities of $1 million to $10 million. Judge Magdeline D.
Coleman presides over the case.
CARTHAGE SPECIALTY: Has Until Oct. 26 to File Reorganization Plan
-----------------------------------------------------------------
The Hon. Margaret Cangilos-Ruiz of the U.S. Bankruptcy Court for
the Northern District of New York has extended the exclusive
periods within which only Carthage Specialty Paperboard, Inc., and
its affiliate Carthage Acquisition, LLC, can file a plan of
reorganization and solicit acceptances of their Chapter 11 plans
through and including Oct. 26, 2018, and Dec. 25, 2018,
respectively.
As reported by the Troubled Company Reporter on July 18, 2018, the
contemplated sale of substantially all of the Debtors' assets must
be completed before the Debtors can formulate and negotiate
successful Chapter 11 plans and prepare a joint disclosure
statement containing adequate information. The Debtors have worked
with their key constituencies on all issues in order to ensure the
proper administration of their cases, and have made substantial
progress toward a sale.
A copy of the court order is available at:
http://bankrupt.com/misc/nynb18-30226-245.pdf
About Carthage Specialty Paperboard
Carthage Specialty Paperboard, Inc. -- http://www.carthagespbd.com/
-- is a paperboard manufacturer in Carthage, New York, serving a
diverse range of markets from pulp-substitute specialty paperboard
to industrial grade chipboards.
Carthage Specialty Paperboard and its affiliate Carthage
Acquisition, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D.N.Y. Lead Case No. 18-30226) on Feb.
28, 2018.
In the petitions signed by Donald Schnackel, vice-president of
finance, Carthage Specialty estimated assets and liabilities of $10
million to $50 million; and Carthage Acquisition estimated assets
of $1 million to $10 million and liabilities of $10 million to $50
million.
The Debtor hired Bradley Woods & Co. Ltd., as financial advisor and
investment banker.
The U.S. Trustee for Region 2 appointed an official committee of
unsecured creditors.
CASCELLA & SON: Twenty-Fifth Cash Collateral Order Entered
----------------------------------------------------------
The Hon. Julie A. Manning of the U.S. Bankruptcy Court for the
District of Connecticut authorized Cascella & Son Construction,
Inc., to use the cash collateral of TD Bank, formerly Hudson Valley
Bank, First Niagra Bank formerly New Alliance Bank, the Internal
Revenue Service and the Town of Monroe until the earlier of: (a)
October 31, 2018 or, (b) the date on which the Debtor fails in any
material respect to comply with the terms, conditions or provisions
of the Twenty-Fifth Order.
A further hearing on the continued use of cash collateral will be
held on Oct. 16, 2018, at 10:00 a.m. Any objection to the
continued use of cash collateral must be filed and served no later
than Oct. 9.
The Debtor is authorized to collect and use the prepetition
collateral including without limitation the cash collateral in
order to continue the usual and ordinary operations of the Debtor
in the ordinary course of its business by paying those budgeted
expenditures as set forth on the budget.
The approved Budget provides total expenses of approximately
$14,815 for the month of September 2018 and $15,465 for the month
of October 2018. The Debtor will be allowed an 8% variance per
line item for expenses and to that extent, it may transfer between
line items but in no event will the aggregate Expenditures for any
Budget period exceed the total amount of Expenditures for such
Budget period set forth on the Budget.
Prior to the Petition Date, the Debtor and Hudson Bank n/k/a TD
Bank and New Alliance Bank n/k/a First Niagra Bank were parties to
Loan and Security Agreements pursuant to which, among other things,
Hudson and New Alliance provided the Debtor with loans and credit
facilities. As of the Petition Date, the Debtor was indebted to
Hudson Bank in the amount of $250,000 and New Alliance Bank for
$230,000.
The IRS and the Town of Monroe also claim liens on the Debtor's
assets by virtue of tax liens on file.
TD Bank, First Niagra, the IRS and the Town of Monroe are each
granted with postpetition claims against the Debtor's estate, which
will have priority in payment over any other indebtedness and
obligations now in existence or incurred hereafter by the Debtor
and over all administrative expenses or charges against property of
the kind, subject only to the carve-out.
As security for the Adequate Protection Claim, the Debtor also
grants to TD Bank, First Niagra, the IRS and the Town of Monroe an
enforceable and perfected replacement lien and security interest in
the postpetition assets of the Debtor's estate equivalent in
nature, priority and extent to their liens and security interests
in the prepetition collateral and the proceeds and products
thereof, subject to the carve-out.
The Carve-Out consists of:
(a) the allowed administrative claims of attorneys and other
professionals retained by the Debtor in this Case in the aggregate
amount of $30,000; and
(b) amounts payable to pursuant to 28 U.S.C. Section
1930(a)(6).
In addition, the Debtor will continue to keep the Collateral fully
insured against all loss, peril and hazard and make Hudson loss
payee as its interests appear under such policies.
A full-text copy of the Twenty-Fifth Order is available at
http://bankrupt.com/misc/ctb14-50518-301.pdf
About Cascella & Son Construction
Cascella & Son Construction, Inc., filed a Chapter 11 petition
(Bankr. D. Conn. Case No. 14-50518) on April 7, 2014. The petition
was signed by Todd Michael Cascella, its president. The Debtor
disclosed $3.48 million in liabilities at the time of the filing.
The case is assigned to Judge Alan H.W. Shiff. The Debtor is
represented by James M. Nugent, Esq., at Harlow, Adams and
Friedman.
CHAPELDALE PROPERTIES: Whitesand Buying Baltimore Lot for $100K
---------------------------------------------------------------
Chapeldale Properties, LLC, asks the U.S. Bankruptcy Court for the
District of Maryland to authorize the sale of the lot known as 5
Stansfield Court, Baltimore, Maryland, also known as Lot 4 on the
plat entitled "Resubdivision Plat, Part of Part I, Chapeldale," as
shown on a plat book recorded in the Land Records of Baltimore
County at Plat Book WJR, No. 28, folio 98 and further identified by
Tax ID No. 25-00-005872, to Whitesand Properties, LLC for
$100,000.
The Debtor owns various lots of Real Estate in Baltimore County,
collectively known as "Chapeldale," which properties are held for
development and sale. Including among the lots held by the Debtor
is the Subject Property. Said property is valued in the Tax
records of Baltimore County at $62,700.
The said property is subject to a lien in favor of the Respondent
Chesapeake Bank of Maryland ("CBM") as well as potential tax and
other claims in favor of Baltimore County, Maryland. Both CBM and
Baltimore County have filed proofs of claim in respect to the
Subject Property. CBM asserts a lien claim in the amount of
$159,403 and Baltimore County, which has filed an "aggregate claim"
covering all of the Debtor's real estate, asserts a pre-petition
claim of $697.
Both claims are subject to additional charges, interest and fees.
The CBM claim is also secured by a first position lien on real
estate known as Lot 6 on the plat entitled "Resubdivision Plat,
Part of Part I, Chapeldale," as shown on a plat book recorded in
the Land Records of Baltimore County at Plat Book WJR, No. 28,
folio 98 and further identified by Tax ID No. 25-00-005874.
The Debtor has received authority to employ Christopher Cooke and
Chris Cooke Sales Team for the purpose of marketing its Real
Property, including the Subject Property. It proposes to enter
into a contract with the Purchaser, with whom the Debtor has no
prior relationship. The agreement provides that Purchaser pay the
sum of $100,000, free and clear liens, with no other conditions.
There is no financing contingency. The Contract is subject to
Court Approval by operation of the Bankruptcy Code.
The Debtor proposes to pay real estate commissions to Christopher
Cooke and The Chris Cooke Team in the amount of 5% pursuant to the
terms of the prior Order. The Purchaser will pay any transfer
tax.
The Debtor also proposes to pay the net proceeds of settlement to
secured creditors at settlement. Baltimore County, as holder of a
first priority lien, will be paid in full. CMB has agreed to
accept net proceeds, provided that the sale price is the sum agreed
to.
CMB and the Debtor expressly agree that the sale contemplated will
not operate to release CMB's other lien referred to above which
lien will be retained. Upon such condition, CMB consents to the
sale.
The Debtor asks the Court to authorize it to pay real estate
commissions and other closing costs, including outstanding Property
Tax claims as described herein, including payment of Christopher
Cooke and Chris Cooke Sales Team; and to pay the net proceeds to
Chesapeake Bank of Maryland.
The Debtor believes that the sale of the said property is in the
best interest of the Estate.
A hearing on the Motion is set for Oct. 15, 2018 at 11:00 a.m. The
objection deadline is Sept. 18, 2018.
The Creditors:
CHESAPEAKE BANK OF MD
2001 E Joppa Road
Parkville, MD 21234
BALTIMORE COUNTY
Office Of Law
400 Washington Ave 2d Floor
Towson, MD 21204
About Chapeldale Properties
Chapeldale Properties LLC was incorporated in Maryland in 1998.
Its principal assets are located in Baltimore County. Chapeldale
Properties sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Md. Case No. 17-26995) on Dec. 21, 2017. In the
petition signed by Ronald Talbert, its manager, the Debtor
estimated assets of less than $500,000 and liabilities of $1
million to $10 million. Judge David E. Rice presides over the
case. The Debtor tapped the Law Offices of David W. Cohen as its
legal counsel.
Pending bankruptcy cases filed by affiliates:
Debtor Petition Date Case No.
------ ------------- --------
College Park Investments, LLC 9/22/17 17-22678
Stein Properties, Inc. 9/22/17 17-22680
TSC/Green Acres Road, LLC 11/28/17 17-25912
TSC/JMJ Snowden River South, LLC 10/23/17 17-24510
TSC/Nesters Landing, LLC 11/28/17 17-25913
CHARLES EDWARD LINCOLN: Chiu, Hu Suit Remanded to State Court
-------------------------------------------------------------
Senior District Judge Ivan L.R. Lemelle granted Plaintiffs Yu-Wen
Chiu and Chih-Yang Hu's motion to remand the case captioned YU-WEN
CHIU, et al., v. CHARLES EDWARD LINCOLN, III, et al., Section (B)"
(1), Civil Action No. 18-6308 (E.D. La.) to the First City Court of
the City of New Orleans.
On June 28, 2018, Defendant removed the underlying eviction
proceeding for the second time. This time, Defendant seeks to
proceed in federal court under the civil rights removal statute, 28
U.S.C. section 1443. Defendant argues that the First City Court of
the City of New Orleans and the Louisiana Rule for Possession of
Premises violate Defendant's rights guaranteed by 42 U.S.C.
sections 1981, 1982, and 12131. Defendant's second notice of
removal is defective and remand is again necessary.
Section 12131, which is part of the Americans with Disabilities Act
(ADA) does not "provid[e] for specific civil rights stated in terms
of racial equality." The "guarantees" of the ADA "are phrased in
terms of" equality between those with and without disabilities.
Therefore, section 12131 does not satisfy the first prong of the
test for civil rights removal.
Though sections 1981 and 1982 can support civil rights removal,
they do not in this case because Defendant has not shown an
inability to "enforce the specified federal rights in" the First
City Court for the City of New Orleans. Defendant makes various
allegations about the legality and constitutionality of eviction
proceedings in the First City Court for the City of New Orleans,
none of which support civil rights removal. Defendant does not
allege that the text of the statutes governing eviction in
Louisiana draws racial distinctions, as would satisfy the
requirements of section 1443(1).
Because the Court cannot "clearly predict" that Louisiana's
eviction proceedings will deny Defendant the rights of racial
equality guaranteed by ???? 1981 and 1982, there is no basis for
civil rights removal per ?? 1443(1). Because Defendant has not met
his burden of establishing eligibility for removal, Defendant's
case must be remanded.
Because removal is improper, Third-Party Defendant Kurt Traub's
motion to dismiss and Defendant's motion to consolidate are moot.
A copy of the Court's Order dated August 31, 2018 is available at
https://bit.ly/2QGz9IM from Leagle.com.
Yu-Wen Chiu & Chih-Yang Hu, Plaintiffs, represented by Matthew P.
Chenevert, Matthew Chenevert, Attorney at Law & Bennett T.
Richardson -- brichardson@mcglinchey.com -- McGlinchey Stafford,
PLLC.
Charles Edward Lincoln, III, Defendant, pro se.
Kurt E. Traub, Third Party Defendant, represented by Daniel Thomas
Plunkett, McGlinchey Stafford, PLLC & Bennett T. Richardson,
McGlinchey Stafford, PLLC.
Charles Edward Lincoln, III filed for chapter 11 bankruptcy
protection (Bankr. D.N.J. Case No. 18-26726)on August 21, 2018.
CHINA FISHERY: CFGI Wants to Pay Grand Success Arbitration Award
----------------------------------------------------------------
BankruptcyData.com reported that the Chapter 11 Trustee in the
China Fishery Group case requested Court authority for non-debtor
subsidiary, CFG Investment S.A.C. ("CFGI"), to satisfy an
arbitration award entered against Grand Success and guaranteed by
CFGI to the extent required by the Grand Success Guarantee.
BankruptcyData relayed that the motion explains, "Following a
series of appeals and related suits, the arbitral panel issued a
final judgment in favor of Veramar (the 'Arbitration Award'). While
the final amount of the Arbitration Award is still being finalized,
the Chapter 11 Trustee understands that the Arbitration Award will
be in the range of USD $8 million to USD $10 million. Because Grand
Success does not have any substantial assets, the Chapter 11
Trustee expects Veramar will seek to collect from CFGI as guarantor
in accordance with the Grand Success Guarantee. If CFGI fails to
pay the Arbitration Award, Veramar may seek to exercise certain
remedies to collect payment including sweeping CFGI's cash and
foreclosing on CFGI's assets. Regardless of the propriety of such
actions, the Chapter 11 Trustee believes such actions would
measurably disrupt CFGI's operations and could possibly have a very
deleterious effect on the value held by all stakeholders."
The Court scheduled an October 10, 2018 hearing to consider the
motion with objections due by September 26, 2018, according to
BankrutpcyData.
About China Fishery Group Limited (Cayman)
China Fishery Group Limited (Cayman) and its affiliates sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y.
Lead Case No. 16-11895) on June 30, 2016.
In the petition signed by CEO Ng Puay Yee, China Fishery Group
estimated its assets at $500 million to $1 billion and debt at $10
million to $50 million.
The cases are assigned to Judge James L. Garrity Jr.
Weil, Gotshal & Manges LLP has been tapped to serve as lead
bankruptcy counsel for China Fishery and its affiliates other than
CFG Peru Investments Pte. Limited (Singapore). Weil Gotshal
replaces Meyer, Suozzi, English & Klein, P.C., the law firm
initially hired by the Debtors. The Debtors have also tapped
Klestadt Winters Jureller Southard & Stevens, LLP, as conflict
counsel; Goldin Associates, LLC, as financial advisor; RSR
Consulting LLC as restructuring consultant; and Epiq Bankruptcy
Solutions, LLC, as administrative agent. Kwok Yih & Chan serves as
special counsel.
On Nov. 10, 2016, William Brandt, Jr., was appointed as Chapter 11
trustee for CFG Peru Investments Pte. Limited (Singapore), one of
the Debtors. Skadden, Arps, Slate, Meagher & Flom LLP serves as
the trustee's bankruptcy counsel; Hogan Lovells US LLP serves as
special counsel; and Quinn Emanuel Urquhart & Sullivan, LLP, serves
as special litigation counsel.
CLINTON NURSERIES: Eighth Interim Use of Cash Collateral Okayed
---------------------------------------------------------------
The Hon. James J. Tancredi of the U.S. Bankruptcy Court for the
District of Connecticut has signed his approval on an order and
stipulation authorizing Clinton Nurseries, Inc.'s and its
affiliates' eighth interim use of cash collateral in accordance
with the budget.
As of the Petition Date, the Debtors were indebted and liable to
Bank of the West without objection, defense, counterclaim or offset
of any kind:
(a) under the Operating Agreement and the Loan Documents, the
principal amount of $27,708,046, plus accrued and unpaid interest
thereon;
(b) under the Real Estate Note, the principal amount of
$2,426,375, plus accrued and unpaid interest thereon; and
(c) all other fees, costs and additional charges due under the
Operating Agreement, the Real Estate Note and the other Loan
Documents.
Bank of the West has negotiated in good faith regarding the
Debtors' use of the prepetition collateral (including the cash
collateral) to fund the administration of the Debtors' estate and
continued operation of the Debtors' business. Bank of the West has
agreed to permit the Debtors to use the prepetition collateral,
including the cash collateral, subject to the terms of the Eighth
Interim Order.
The Debtor will pay to Bank of the West interest at the
contractual, non-default, rate of interest set forth in the
Operating Agreement and the Real Estate Note, all such amounts to
be paid in accordance with the Budget, not to exceed $85,000 for
August 2018 period.
Bank of the West is granted a valid, binding, enforceable and
perfected senior replacement liens on and security interests in all
property and assets of any kind and nature in which the Debtors
have an interest, whether real or personal.
Bank of the West is also granted allowed superpriority claims
senior to all other administrative expense claims and to all other
claims, to the extent of any diminution in value of the Prepetition
Collateral in which the Debtors have an interest resulting from any
use of Cash Collateral.
Warren Richards, Jr. and Ann Richards, Varilease Finance, Inc., and
Spring Meadow Nursery, Inc. (the "Other Lien Holders"), may assert
interests in some portion of the cash collateral. To the extent
that any of the Other Lien Holders hold an interest in the cash
collateral, each such Other Lien Holder is granted (a) a
replacement lien on all of the Prepetition Collateral and the
Postpetition Collateral and (b) a Superpriority Claim. Such
replacement liens and Superpriority Claims will be only for the
amount of any diminution in value (if any) of such Other Lien
Holder's interest (if any) in the cash collateral and that such
replacement liens or superpriority claim will be only to the same
validity, priority and extent of any prepetition interest in the
cash collateral held by such Other Lien Holder.
The Debtors will provide to Bank of the West, Varilease Finance,
Inc. and the Committee the following, upon execution of an
appropriate non-disclosure agreement:
(a) Any projections prepared by the Debtors and/or True North,
when finalized;
(b) The CIM (Confidential Information Memorandum) being
drafted by True North, when completed;
(c) Copies of all shipping orders and related documentation
received by the Debtors from Lowes and Walmart, but only to the
extent such information is not covered by a confidentiality or
non-disclosure agreement between Lowes and Walmart;
(d) All final expressions of interest and letters of intent
received by the Debtors, when received; and
(e) Any financial information provided to Bank of the West,
when provided to Bank of the West.
A full-text of the Eighth Interim Order is available at:
http://bankrupt.com/misc/ctb17-31897-461.pdf
About Clinton Nurseries
Founded in 1921, Clinton Nurseries, Inc., operates nurseries that
produce ornamental plants and other nursery products. The company
grows trees, flowering shrubs, roses, ornamental grasses & ground
covers, perennials, annuals, herbs and vegetables. Clinton
Nurseries is based in Westbrook, Connecticut.
Clinton Nurseries and its affiliates sought Chapter 11 protection
(Bankr. D. Conn. Case No. 17-31897) on Dec. 18, 2017. David
Richards, president, signed the petition. The cases are jointly
administered under Case No. 17-31897.
At the time of filing, Clinton Nurseries estimated its assets and
liabilities at $10 million to $50 million.
Judge James J. Tancredi presides over the cases.
Clinton Nurseries tapped Zeisler & Zeisler, P.C., as its legal
counsel, and TrueNorth Capital Partners LLC as its investment
banker.
The U.S. Trustee for Region 2 appointed an official committee of
unsecured creditors. The Committee retained Green & Sklarz LLC as
its legal counsel.
COASTAL MENTAL: Judge Signs Agreed Final Cash Collateral Order
--------------------------------------------------------------
The Hon. Cynthia C. Jackson of the U.S. Bankruptcy Court for the
Middle District of Florida authorized Coastal Mental Health Center,
Inc. to use cash collateral in accordance only the terms and
conditions as those set forth in the Agreed Final Order.
The Debtor acknowledges that Strategic Funding, Inc. has a valid,
perfected, enforceable, unavoidable, first priority lien on all of
the Debtor???s property, including the Cash Collateral. The Debtor
stipulates and acknowledges that as of the Petition Date, the
Debtor was indebted to Strategic Funding in the amount of at least
$56,301.94,
The Debtor will make monthly adequate protection payments to
Strategic Funding in the amount of $1,500, which will be due on the
5th of each month beginning on September 5, 2018.
Strategic Funding will have a perfected post-petition replacement
lien against cash collateral to the same extent and with the same
validity and priority as the prepetition lien, without the need to
file or execute any document as may otherwise be required under
applicable non-bankruptcy law.
The Debtor will provide Strategic Funding proof of Insurance (i)
listing Strategic Funding as loss payee and (ii) including
Strategic Funding as an additional insured and certificate holder
under the policy.
The Debtor will also provide Strategic Funding, upon request, with
a proposed budget no later than three days prior to any continued
hearing on the Debtor's Motion to Use Cash Collateral. Further, the
Debtor will maintain its cash collateral at the same level that
existed prepetition and not allow cash collateral to diminish. The
Debtor will not deviate from budgeted expenses by more than 10%.
Strategic Funding may inspect and copy any of the Debtor's books
and records, and Debtor will provide to Strategic Funding any
additional financial or other information as Strategic Funding may
reasonably request.
The Debtor will immediately cease using Cash Collateral upon the
occurrence of one of the following events:
(a) If a trustee is appointed in this Chapter 11 case;
(b) If the Debtor breaches any term or condition of this
Order or the MCAA, other than defaults existing as of the Petition
Date;
(c) If the case is converted to a case under Chapter 7 of the
Bankruptcy Code;
(d) If the case is dismissed.
A full-text copy of the Agreed Final Order is available at
http://bankrupt.com/misc/flmb18-02161-94.pdf
About Coastal Mental Health Center
Coastal Mental Health Center, Inc., sought protection under Chapter
11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-02161) on
April 16, 2018. In the petition signed by its CEO Timothy John
Scaletta, the Debtor disclosed assets and liabilities of less than
$1 million. The Debtor is represented by Joel M. Aresty, P.A., as
its legal counsel. No official committee of unsecured creditors
has been appointed in the Chapter 11 case.
CONFLUENCE ENERGY: Wants to Obtain Financing, Use Cash Collateral
-----------------------------------------------------------------
Confluence Energy, LLC seeks authorization from the U.S. Bankruptcy
Court for the District of Colorado on an interim basis, and
ultimately on a final basis, to: (a) obtain financing from U.S.
Bank, National Association, in its capacity as the Bond Trustee,
and (b) use cash collateral in which the Bond Trustee has an
interest, and otherwise satisfy the claim of parties with interest
in cash collateral.
The Debtor is obligated to US Bank, National Association, in its
capacity as Bond Trustee for the Bonds. The Bonds were authorized
and issued by the Colorado Housing and Finance Authority for the
benefit of the Debtor. The Bond Trustee has asserted and the Debtor
agrees that as of the Petition Date, the amounts due and owing by
the Debtor to the Bond Trustee are not less than $11,997,356. The
Debtor acknowledges that the Bond Trustee has liens on
substantially all of its assets.
The Debtor plans to continue operation of its business throughout
the Bankruptcy and propose a Plan of Reorganization which provides
for the continuation of its business. Prior to the commencement of
the Bankruptcy Case, the Debtor with the input of the Bond Trustee,
agreed that the strategy to be employed in bankruptcy was for the
Debtor to market the Kremmling Facility for a potential sale, use
those proceeds to pay down the amount outstanding on the Bonds, and
simultaneously restructure the remaining Bond debt around the
Walden Facility through a Plan of Reorganization.
To address these financing needs, the Debtor is requesting that it
be permitted to use the cash collateral of the Bond Trustee and to
borrow from the Bond Trustee an additional $500,000, with $123,000
of such amount to be advanced following entry of the Interim Order
and the remaining amounts available on a final basis.
The Debtor intends to use proceeds of its current accounts
receivable to pay off its current factor, Crestmark Bank, which has
a first-priority lien on such receivables.
The Debtor does not intend to use proceeds from the sale of
equipment on which Equipment Lenders have liens (Encumbered
Equipment). Similarly, the Debtor does not intend to use the cash
collateral of Crestmark to fund its operations. To the extent
Encumbered Equipment is sold in the ordinary course, the Debtor
will turnover such proceeds to the corresponding Equipment Lender
until such obligation is paid in full.
To the extent Encumbered Equipment is sold outside of the ordinary
course, payment from the proceeds of such sale will be addressed by
subsequent order of the Court. With respect to receivables on which
Crestmark has a lien, as such receivables are collected, the Debtor
intends to turn such proceeds over to Crestmark until the
obligation owed to Crestmark is fully paid. Accordingly, the Debtor
requests that it be permitted to turnover such amounts to Crestmark
without further order of the Court.
The Debtor proposes to make adequate protection payment in the
amount of $6,500 to the Bond Trustee. The Debtor will also grant
Bond Trustee valid, binding, enforceable and perfected first
priority mortgages, pledges, liens and security interests in all
currently owned or hereafter acquired property and assets of the
Debtor.
The Bond Trustee will also have a valid, perfected and enforceable
replacement and security interest in (i) all assets of the Debtor
existing on or after the Petition Date of the same type as the
Pre-petition Bond Collateral, together with the proceeds, rents,
products and profits thereof, to the same extent, validity,
perfection, enforceability and priority of the liens and security
interests of the Bond Trustee as of the Petition Date, and (ii) all
other assets of the Debtor of any kind or nature whatsoever,
whether acquired or arising pre-petition or post-petition, together
with all proceeds, rents, products and profits thereof.
In addition, the Bond Trustee will have a superpriority
administrative expense claim pursuant to Section 507(b) of the
Bankruptcy Code with recourse to and payable from any and all
assets of the Debtor's estate.
A full-text copy of the Cash Collateral Motion is available at
http://bankrupt.com/misc/cob18-17090-8.pdf
About Confluence Energy
Confluence Energy, LLC, manufactures wood pellet for residential
and commercial heating use. Founded in 2008, the company provides
multiple types of products using biomass materials for a variety of
purposes. It is headquartered in Kremmling, Colorado.
Confluence Energy sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Colo. Case No. 18-17090) on Aug. 14,
2018. In the petition signed by Mark Mathis, managing member, the
Debtor disclosed $11,204,345 in assets and $14,949,092 in
liabilities. Aaron A. Garber, Esq., at Buechler & Garber, LLC,
serves as the Debtor's bankruptcy counsel. Judge Elizabeth E.
Brown presides over the case. No official committee of unsecured
creditors has been appointed in the Chapter 11 case.
COOL FROOTZ: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Cool Frootz, LLC
1127 Auraria Parkway, Suite 17
Denver, CO 80204
Business Description: Cool Frootz, LLC manufactures frozen fruit
and vegetable products. The company sells
its products through a network of retailers.
The company was incorporated in 2003 and is
based in Denver, Colorado. Cool Frootz
previously sought bankruptcy protection on
Sept. 17, 2012 (Bankr. S.D. Fla. Case No.
12-32169).
Chapter 11 Petition Date: September 20, 2018
Case No.: 18-18234
Court: United States Bankruptcy Court
District of Colorado (Denver)
Judge: Hon. Kimberley H. Tyson
Debtor's Counsel: Lee M. Kutner, Esq.
KUTNER BRINEN, P.C.
1660 Lincoln St., Ste. 1850
Denver, CO 80264
Tel: 303-832-2400
Email: lmk@kutnerlaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by David W. Patterson, president and COO.
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/cob18-18234.pdf
COTTER TOWER: Eighth Interim Cash Collateral Order Entered
----------------------------------------------------------
The Hon. Craig A. Gargotta of the U.S. Bankruptcy Court for the
Western District of Texas has entered an eighth interim order
authorizing Cotter Tower-Oklahoma, L.P., to continue using cash
collateral to pay ordinary and necessary operating and other
expenses pending a final hearing for the purposes contained in the
budget.
Cotter Tower may exceed any line item on the budget by the greater
of 10% or $5,000 so long as it does not exceed the total allowance
for cash collateral for the month by more than 5%.
The Court granted all parties with an interest in cash collateral
with replacement lien to the same extent, priority and validity as
their prepetition liens.
Cotter Tower has agreed to continue to provide adequate protection
to Bank SNB, the lender holding a security interest in the cash
collateral, by remitting to Bank SNB, on or before the 5th business
day of each month, an amount equaling the product of $2,253.18
times the number of calendar days in the then-current month. Bank
SNB will be authorized to withdraw such Adequate Protection
Payment(s) directly from the Cotter Tower's DIP account maintained
with Bank SNB.
Bank SNB will be permitted to retain qualified property inspectors
or engineers to prepare a property condition report and/or a
qualified appraiser to prepare an appraisal for Bank SNB, and
Cotter Tower and its representatives will furnish such information
as might be needed for the preparation of such reports.
With respect to capital expenditures referenced in the attached
budget, to include HVAC and plumbing repairs, elevator repairs, and
other capital expenditures (defined as one or a related set of
repairs totaling over $25,000), the following procedure will govern
the use of Bank SNB's cash collateral for such expenditures:
(1) Cotter Tower will give Bank SNB notice of the proposed
repair and time frame (with respect to matters not yet contracted
for);
(2) Upon completion of the repair or a defined segment of the
repair for which an invoice would be presented for payment, Cotter
Tower will notify Bank SNB with a copy of the proposed invoice;
(3) Bank SNB will have three business days from receipt of the
notice to inspect through an agent;
(4) if the work is properly completed, Bank SNB will authorize
payment; if the work is not properly completed in the opinion of
Bank SNB, Bank SNB will notify Cotter Tower of the concerns, which
Cotter Tower will address and the return to step 2 above.
A full-text copy of the Eighth Interim Order is available at
http://bankrupt.com/misc/txwb17-52844-90.pdf
About Cotter Tower-Oklahoma
Cotter Tower - Oklahoma, L.P., owns the Cotter Ranch Tower located
at 100 N. Broadway Ave., in Oklahoma City, Oklahoma. Cotter Ranch
Tower, also known as Chase Tower, is a 36-story glass tower,
located in the heart of the Central Business District. The Tower
features an underground concourse system which connects to majority
of Central Business District, private covered and adjoining public
parking, card key access and elevator security codes, renovated
lobby and newly updated common areas.
Cotter Tower - Oklahoma, L.P., which is based in San Antonio,
Texas, filed a Chapter 11 petition (Bankr. W.D. Tex. Case No.
17-52844) on Dec. 12, 2017.
In its petition, the Debtor estimated $10 million to $50 million in
both assets and liabilities. The petition was signed by Marcus P.
Rogers, as independent administrator for the estate of James F.
Cotter, acting as president on behalf of Cotter Ranch Tower, LLC,
general partner, acting on behalf of and authorized representative
for the Debtor.
The Hon. Craig A. Gargotta presides over the case.
The Law Office of H. Anthony Hervol serves as bankruptcy counsel to
the Debtor.
CPKAP LLC: Hires Porzio Bromberg as General Bankruptcy Counsel
--------------------------------------------------------------
CPKAP, LLC d/b/a Kapnos Taverna College Park, and its
debtor-affiliates seek authority from the U.S. Bankruptcy Court for
the District of Maryland to employ Porzio Bromberg & Newman, P.C.,
as general bankruptcy counsel to the Debtors.
CPKAP, LLC, requires Porzio Bromberg to:
(a) advise the Debtors with respect to its rights, powers and
duties as the Debtors and debtors-in-possession in the
continued management and operation of their business and
assets;
(b) attend meetings and negotiate with governmental
authorities, and representatives of creditors and other
parties in interest and advise and consult on the conduct
of the cases, including all of the legal and
administrative requirements of operating under chapter 11;
(c) take all necessary action to protect and preserve the
Debtors' estate, including prosecution of actions on
behalf of the Debtors, the defense of any actions
commenced against the estate, negotiations concerning
litigation in which the Debtors may be involved and
objections to claims filed against the estate;
(d) prepare on behalf of the Debtors such motions,
applications, answers, orders, reports, and papers
necessary to the administration of the estate;
(e) conduct Bankruptcy Rule 2004 examinations of any
individuals or entities to further investigate the
Debtors' financial affairs and causes of action;
(f) assist the Debtors in analysis and negotiations with any
third party concerning matters related to the realization
by creditors of a recovery on claims and other means of
realizing value;
(g) represent the Debtors at all hearings and other
proceedings;
(h) assist the Debtors in analysis of matters relating to the
legal rights and obligations of the Debtors with respect
to various agreements and applicable laws;
(i) review and analyze all applications, orders, statements,
and schedules filed with the Court and advise the Debtors
as to their propriety;
(j) assist the Debtors in preparing pleadings and applications
as may be necessary in furtherance of the Debtors'
interests and objectives;
(k) assist and advise the Debtors with regard to
communications to governmental authorities, and the
general creditor body regarding any proposed chapter 11
plan or other significant matters in the Chapter 11
Cases;
(l) assist the Debtors with respect to consideration by the
Court of any disclosure statement or plan prepared or
filed pursuant to sections 1125 or 1121 of the Bankruptcy
Code and taking any necessary action on behalf of the
Debtors to obtain confirmation of such plan; and
(m) perform such other legal services as may be required
and deemed to be in the interest of the Debtors in
accordance with its powers and duties as set forth in the
Bankruptcy Code.
Porzio Bromberg will be paid at these hourly rates:
Attorneys $340 to $815
Paralegals $180 to $260
Prior to the Petition Date, Porzio Bromberg was paid $49,360 for
disbursements incurred and services rendered, all of which were
related to preparing for the filing of the present Chapter 11 Cases
and issues arising from same.
Prior to the Petition Date, Porzio Bromberg also received a
retainer deposit against future professional services to be
performed or expenses to be incurred post-petition in the amount of
$150,640.
Porzio Bromberg will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Warren J. Martin, Jr., a partner at Porzio Bromberg & Newman,
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.
Porzio Bromberg can be reached at:
Warren J. Martin, Jr., Esq.
PORZIO BROMBERG & NEWMAN, P.C.
100 Southgate Parkway
Morristown, NJ 07962
Tel: (973) 538-4006
About CPKAP, LLC d/b/a
Kapnos Taverna College Park
CPKap, LLC, operates in the restaurants industry. It is located at
7777 Baltimore Avenue College Park, Maryland.
CPKap sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. D. Md. Lead Case No. 18-21808) on Sept. 6, 2018. In the
petitions signed by Johannes Allender, CFO, CPKap disclosed $88,728
in assets and $369,344 in liabilities. Judge Lori S. Simpson
presides over the case. The Debtor tapped Porzio, Bromberg &
Newman, P.C. as its lead bankruptcy counsel; Yumkas Vidmar Sweeney
& Mulrenin, LLC as local counsel.
CRESCENT ASSOCIATES: Hires Robert M. Yaspan as Bankruptcy Counsel
-----------------------------------------------------------------
Crescent Associates, LLC, seeks authority from the U.S. Bankruptcy
Court for the Central District of California to employ the Law
Offices of Robert M. Yaspan, as general bankruptcy counsel to the
Debtor.
Crescent Associates requires Robert M. Yaspan to:
a. negotiate with the creditors of the Debtor;
b. assist the Debtor with the negotiation, confirmation, and
implementation of the Debtor's Plan of Reorganization under
Chapter 11;
c. prepare of Schedule of Current Income and Current Expenses,
Statement of Financial Affairs, Statement of All
Liabilities of the Debtor, and Statement of All Property of
the Debtor;
d. prepare of pleadings, attend at Court hearings and work
with the various parties interested in the case;
e. give the Debtor legal advice with respect to their powers
and duties as a Debtor-in-Possession in the continued
operation of the management of his property;
f. prepare on behalf of the Debtor and Debtor-in-Possession
necessary applications, answers, orders, reports, and other
legal papers; and
g. perform all other legal services for the Debtor, which may
be necessary herein.
Robert M. Yaspan will be paid at these hourly rates:
Attorneys $475 to $595
Paralegals $110 to $420
Robert M. Yaspan received from the Debtor the amount of $26,900 as
retainer, which includes initial filing fees for the Chapter 11
petition. As of the filing date, after deducting fees and expenses
the amount of $16,000 of the retainer remained.
Robert M. Yaspan will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Robert M. Yaspan, partner of the Law Offices of Robert M. Yaspan,
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.
Robert M. Yaspan can be reached at:
Robert M. Yaspan, Esq.
Joseph G. McCarty, Esq.
Debra R. Brand, Esq.
LAW OFFICES OF ROBERT M. YASPAN
21700 Oxnard Street, Suite 1750
Woodland Hills, CA 91367
Tel: (818) 905-7711
Fax: (818) 501-7711
About Crescent Associates
Crescent Associates, LLC, based in Los Angeles, CA, filed a Chapter
11 petition (Bankr. C.D. Cal., Case No. 18-20654) on September 12,
2018. The Hon. Julia W. Brand presides over the case. Robert M.
Yaspan, Esq., at the Law Offices of Robert M. Yaspan, serves as
bankruptcy counsel.
In its petition, the Debtor estimated $4,350,100 in assets and
$5,214,026 in liabilities. The petition was signed by Edward
Friedman, managing member.
CURAE HEALTH: North Mississippi Buying Gilmore Hospital for $15M
----------------------------------------------------------------
Curae Health, Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Middle District of Tennessee, Nashville
Division, to authorize their bidding procedures in connection with
the sale of Amory Regional Medical Center, Inc.'s Gilmore Medical
Center to North Mississippi Health Services or its designee for $15
million, subject to adjustments, subject to overbid.
Gilmore Hospital is a 95-bed acute care hospital and related
healthcare operations and facilities located in Amory, Mississippi.
Amory owns the Gilmore Hospital.
After exploring their alternatives, the Debtors have determined in
their business judgment that the sale of the Gilmore Hospital is in
the best interests of the Debtors' chapter 11 estates and their
creditors.
The Debtors have identified the Proposed Stalking Horse as the
prospective purchaser with the current best and highest offer for
the Gilmore Hospital at $15 million, subject to certain adjustments
as set forth more specifically in the Gilmore APA. The Debtors
intend to market-test the Initial Bid, to determine whether higher
or better offers for the Gilmore Hospital can be obtained.
The Debtors and the Proposed Stalking Horse have negotiated the
terms of the asset purchase agreement for the Gilmore Hospital,
which sets forth the Proposed Purchased Assets to be sold. The
Gilmore APA contains certain protections the Proposed Stalking
Horse and the Debtors have negotiated, to incentivize and
compensate the Proposed Stalking Horse for continuing to expend
money, time, and effort in connection with purchasing the Gilmore
Hospital, notwithstanding that the Initial Bid will be subjected to
higher or better offers.
In addition, the Debtors and the Proposed Stalking Horse have
negotiated certain bidding and auction procedures, to enable the
Debtors to continue to market the Gilmore Hospital for sale,
qualify additional bidders, govern submission of competing bids,
and establish a date and location to conduct an auction for the
Gilmore Hospital.
Once a party is determined to be the successful bidder at the
auction, the Debtors will then request final approval from the
Court for the sale free and clear of all liens, claims, and
encumbrances, which all such liens, claims, and encumbrances
attaching to the proceeds of such sale in the same order of
validity, priority, and enforceability, to the successful bidder on
such terms as may be agreed upon by the Debtors and the successful
bidder.
To that end, they ask entry of the proposed Sale Procedures Order
providing for among other things: (i) approving their selection of
the Proposed Stalking Horse as the stalking horse purchaser for the
Gilmore Hospital; (ii) approving the Gilmore APA; (iii) approving
the proposed bidding procedures attached as Schedule 1 to the
proposed Sale Procedures Order in connection with a sale of the
Gilmore Hospital; (iv) establishing procedures for the assumption
and assignment of executory contracts in connection with the sale
of the Gilmore Hospital; (v) approving the Bid Protections; (vi)
scheduling an auction; (vii) approving the form and manner of
notice of the Auction; (viii) scheduling an objection deadline and
setting a hearing date to consider final approval of the sale of
the Gilmore Hospital; and (ix) granting any related relief.
The key terms of the Gilmore APA are:
a. Purchase Price: $15 million (including $2 million the
Proposed Stalking Horse is placing into an escrow account at
Closing), subject to certain adjustments as set forth more
specifically in the Gilmore APA
b. Proposed Purchased Assets: Substantially all assets and
operations of the
Gilmore Hospital
c. Closing Date: On Dec. 12, 2018 or the date on which the
Proposed Stalking Horse obtains regulatory approval to operate the
Gilmore Hospital, whichever is later
d. Break-up Fee: 4% of the Initial Bid
e. Minimum Initial Overbid: $1 million
The salient terms of the Bidding Procedures are:
a. Bid Deadline: Nov. 12, 2018 at 5:00 p.m. (CT)
b. Initial Bid: Each Bid must clearly set forth the purchase
price to be paid for each individual Proposed Purchased Asset
subject to the applicable asset package, including and identifying
separately any cash and non-cash components
c. Deposit: 5% of the aggregate Purchase Price of the Bid
d. Auction: The Auction will take place at 9:00 a.m. (CT) on
Nov. 15, 2018, at the offices of Polsinelli PC, in Nashville,
Tennessee, or such later date and time as selected by the Debtors.
e. Bid Increments: $100,000
f. Sale Hearing: Nov. 27, 2018 at 11:00 a.m. (CT)
g. Closing:
h. Assumption of Obligations: Each Bid must clearly state
which liabilities of the Debtors the bidder is agreeing to assume.
i. Any Qualified Bidder who has a valid and perfected lien on
any of the Proposed Purchased Assets and the right and power to
credit bid claims secured by such liens, will have the right to
credit bid all or a portion of the value of such Secured Creditor's
claims.
j. Sale Objection Deadline: Nov. 20, 2018, at 5:00 p.m. (CT)
A copy of the Gilmore APA and the Bidding Procedures attached to
the Motion is available for free at:
http://bankrupt.com/misc/Curae_Health_79_Sales.pdf
The Gilmore APA provides that certain executory contracts and
unexpired leases will be assumed and assigned, as part of the
transaction contemplated by the Gilmore APA. On Oct. 29, 2018, the
Debtors will the Assumption Notice upon all Notice Parties. The
Debtors ask the Court to approve the assumption and sssigmnent of
such executory contracts and unexpired leases; and the form and
manner of the Auction Notice.
The Purchaser:
NORTH MISSISSIPPI HEALTH SERVICES, INC.
830 South Gloster St.
Tupelo, MS 38801
Attn: Shane Spees
The Purchaser is represented by:
Colin H. Luke, Esq.
WALLER LANSDEN DORTCH & DAVIS, LLP
1901 Sixth Ave. North
Suite 1400
Birmingham, AL 35203
Facsimile: (615) 244-6804
E-mail: colin.luke@wallerlaw.com
About Curae Health
Curae Health is a 501(c)(3) not-for-profit health system formed to
address the needs of rural healthcare. Focusing on rural community
hospitals in the Southeastern US, Curae collaborates with medical
staff and communities to add new services and upgrade the
facilities, alleviating the need for patients to travel long
distances for their healthcare needs.
On Aug. 24, 2018, Curae Health, Inc., and its affiliates sought
Chapter 11 protection (Bankr. M.D. Tenn. Lead Case No. 18-05665).
Curae Health estimated $10 million to $50 million in total assets
and $50 million to $100 million in total liabilities.
The cases are assigned to Judge Charles M. Walker.
The Debtors tapped Polsinelli PC as counsel; Glassratner Advisory &
Capital Group LLC, as financial advisors; Egerton McAfee Armistead
& Davis, P.C., as special counsel; Morgan Stanley as investment
banker; and BMC Group, Inc., as claims and noticing agent.
DORIE MILLER: U.S. Trustee Unable to Appoint Committee
------------------------------------------------------
No official committee of unsecured creditors has been appointed in
the Chapter 11 case of Dorie Miller Memorial Post 331 Inc. American
Legion of Florida as of Sept. 17, according to a court docket.
About Dorie Miller Memorial Post 331 Inc.
American Legion of Florida
Dorie Miller Memorial Post 331 Inc. American Legion of Florida
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
M.D. Fla. Case No. 18-04814) on August 9, 2018. At the time of the
filing, the Debtor disclosed that it had estimated assets of less
than $50,000 and liabilities of less than $500,000.
Judge Karen S. Jennemann presides over the case. The Debtor tapped
the Law Offices of L. William Porter III as its legal counsel.
EARL DURON: Ramirezes Buying San Antonio Property for $130K
-----------------------------------------------------------
Earl L. Duron and Kirsten A. Duron ask the U.S. Bankruptcy Court
for the Western District of Texas to authorize the sale of the real
property with improvements locally known as 2234-35 S. Laredo, San
Antonio, Texas and more fully described at Lots 11, 12, 23 and 24,
Block 6, New City Block 3163, Colmina Addition, City of San
Antonio, Bexar County, Texas, according to plat recorded in Volume
105, Page 133, Deed and Plat Record, Bexar County, Texas, to Marla
De Rocio Ramirez and Juan Manuel Ramirez and/or assigns for
$130,000 cash.
These entities assert a lien on the property:
a. A FirstMark Credit Union holds a lien on the property to
secure a debt in the approximate amount of $189,576. This amount
has been reduced by payments since the claim was filed. The deed
of trust originally held by Southside Credit Union was recorded on
Sept. 10, 2009. This debt is secured by the Property as well as
real property located at 130 Ion Ann, San Antonio, Texas.
b. Building Specialties, a division of L and W Supply Corp.
asserts a lien recorded on Sept. 15, 2009 to secure a debt in the
amount of $240,944. Pursuant to the plan of reorganization, the
lien has been released.
c. Notice of Lien filed by the City of San Antonio for Earl
L. Duron and Kirsten A. Duron, in/under Volume 18167, Page 2486 of
the Real Property Records of Bexar County, Texas in the amount of
$404, for improvements, clean-up or demolition of improvements on
subject property and assessing a lien thereon. (Lot 11 only).
d. Notice of Lien filed by the City of San Antonio for Earl
L. Duron and Kirsten A. Duron, in/under Volume 18168, Page 104 of
the Real Property Records of Bexar County, Texas in the amount of
$457.00, for improvements, clean-up or demolition of improvements
on subject property and assessing a lien thereon. (Lot 12 only)
e. Notice of Lien filed by the City of San Antonio for Earl
L. Duron and Kirsten A. Duron, in/under Volume 18168, Page 105 of
the Real Property Records of Bexar County, Texas in the amount of
$308, for improvements, clean-up or demolition of improvements on
subject property and assessing a lien thereon. (Lot 23 only)
f. Notice of Lien filed by the City of San Antonio for Earl
L. Duron and Kirsten A. Duron, in/under Volume 18993, Page 2110 of
the Real Property Records of Bexar County, Texas in the amount of
$564, for improvements, clean-up or demolition of improvements on
subject property and assessing a lien thereon. (Lot 11 only)
g. Notice of Lien filed by the City of San Antonio for Earl
L. Duron and Kirsten A. Duron, in/under Volume 18993, Page 2111 of
the Real Property Records of Bexar County, Texas in the amount
of$484, for improvements, clean-up or demolition of improvements on
subject property and assessing a lien thereon.
h. Bexar County has filed a proof of claim (Claim No. 6)
asserts a tax lien on the Property to secure a debt in the
approximate amount of $1,451 for 2015 and 2016 taxes.
i. There is pending in the 37th District Court of Bexar,
Texas, under Cause No. 2015~TA1-02423 a lawsuit styled Bexar
County, ET AL vs. Earl L. Duron, ET AL.
The Debtor and the Buyer's obligations to consummate the
transactions contemplated in the Agreement will be conditioned upon
the Court's entry of the Approval Order. The sale contemplates
that a closing will occur by Sept. 7, 2018. The sale will be made
"as is, where is," with no representations or warranties of any
kind, except as set forth in the Contract.
The sale is part of a funding mechanism for the Debtor's Second
Amended Plan of Reorganization which was confirmed on Aug. 22,
2017. The test is whether there is a sound business reason for the
sale; adequate and reasonable notice to interested parties has been
provided; the sale price is fair and reasonable and the proposed
buyer is proceeding in good faith.
Texas Heritage Brokers is the Court appointed Realtors for the
Debtor. There are no other Realtors. The total Realtor fees to be
paid is a 6% commission.
The Debtor proposes that the first proceeds of sale be used to pay
all normal and customary cost of closing including survey cost,
title policy, and Realtor Fees, if any. After these claims and
cost, the Debtor seeks authority to pay the balance to FirstMark
Credit Union after payment of applicable ad valorem taxes.
A copy of the Contract attached to the Motion is available for free
at:
http://bankrupt.com/misc/Earl_Duron_126_Sales.pdf
The Purchasers are represented by:
Tony Renteria, Esq.
Telephone: (210) 299-1578
Facsimile: (210) 299-1616
E-mail: tjrenteria@aol.com
Earl L. Duron and Kirsten A. Duron sought Chapter 11 protection
(Bankr. W.D. Tex. Case No. 16-51161) on May 20, 2016. The Debtor
tapped Dean William Greer, Esq., as counsel.
EPW LLC: VMW Tooling Buying All Assets for $575K
------------------------------------------------
EPW, LLC, asks the U.S. Bankruptcy Court for the Northern District
of Indiana to authorize the sale of substantially all its
machinery, equipment, materials, inventory, work-in-process,
accounts receivable, customer deposits and all other property,
tangible and intangible to VMW Tooling Group, LLC, for $575,000,
subject to overbid.
The Debtor operates a leased facility in Elkhart, Indiana, with
machinery and equipment that it owns, subject to a security
interest granted to its primary lender, Chemical Bank and a
leasehold interest in certain computer software to Complete Capital
Services.
Chemical Bank is owed not more than $567,162 as of the Petition
Date pursuant to several promissory notes. Chemical holds a first
priority security interest in substantially all of the DIP's
assets, excepting certain computer software leased from Complete
Capital Services.
Complete Capital Services is owed $4,522 as of the Petition Date
pursuant to a lease for computer software.
After arms-length negotiations, the DIP has entered into an asset
purchase agreement with the Buyer. The parties have agreed that
VMW's proposal will serve as a stalking horse bid for the auction
sale DIP asks in the Motion to be authorized to conduct.
The DIP has agreed to sell its operations, including all assets
listed in its schedule of Assets and Liabilities filed with the
Court, for not less than $575,000 (or such higher amount as may be
offered at the auction sale). VMW has agreed to act as a stalking
horse bidder for the auction that the DIP seeks authority to
conduct. VMW has tendered earnest money in the sum of $57,500,
which sum is being held in the trust account of DIP's counsel.
The APA calls from a break-up fee of $30,000 in the event VMW is
not the successful bidder. The break-up fee is reasonable and
necessary to reimburse VMW for its attorney fees and due diligence
costs incurred as stalking horse bidder. The APA provides for the
sale of the Property on an "as is, where is," "with all faults,"
and free and clear of all liens, encumbrances, claims and
interests.
Pursuant to the APA, the DIP is to sell all of substantially all
Assets. There is an itemized list of equipment attached to DIP's
Schedule B filed with the Court on Aug. 10, 2018. The Sale is to
include all of the DIP's business assets and pending orders,
work-in-process, materials and inventory. The property does not
include any personally identifiable information, and as such, there
are no measures that need to be taken to comply with Section
363(b)(l) of the Bankruptcy Code.
The personal property of the DIP is subject to liens held by
Chemical Bank. The DIP has concluded that the liens of Chemical
are legally enforceable, fully secured, first-priority liens. The
claim of Chemical Bank is fully secured and will be satisfied from
the sale proceeds.
Complete Capital Services is the lessor of certain computer
software utilized by the DIP. The rights to the software are among
the assets DIP seeks to sell in the APA and proposed auction. The
claim of Complete Capital Services is fully secured and will be
satisfied from the sale proceeds.
In the event the DIP receives a bid from a Qualified Bidder in
addition to the bid of VMW, an auction will be conducted.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: 5:00 p.m. (ET) on Oct. 1, 2018
b. Initial Bid: In excess of $605,000
c. Deposit: $57,500
d. Auction: The Auction will be conducted at the offices of
Hammerschmidt, Arnaral & Jonas 137 N. Michigan St., South Bend,
Indiana, 46601, on Oct. 5, 2018, at 11:30 a.m. (ET).
e. Bid Increments: Any successive bids must be submitted in
minimum increments, which will be determined by the DIP at the
beginning of the Auction.
f. VMW Tool Group, LLC, as the stalking horse bidder for the
Auction, is already a Qualifying Bidder
A copy of the APA and the Bidding Procedures attached to the Motion
is available for free at:
http://bankrupt.com/misc/EPW_LLC_16_Sales.pdf
The Purchaser:
VMW TOOLING GROUP, LLC
56540 Twin Brach Dr.
Mishawaka, IN 46545
Telephone: (574) 259-6500
Attn: Jim Niemier
The Purchaser represented by:
Scott Keller, Esq.
ANDERSON AGOSTINO & KELLER, P.C.
131 S Taylor St.
South Bend, IN 46601
Telephone: (574) -288-1510
About EPW, LLC
EPW, LLC, is a privately held company engaged in the business of
manufacturing electric lighting equipment.
EPW, LLC, filed a Chapter 11 petition (Bankr. N.D. Ind. Case No.
18-31460) on Aug. 10, 2018. In the petition signed by Douglas L.
Lammon, president, the Debtor disclosed $838,157 in total assets
and $1,302,073 in total liabilities. The case is assigned to Judge
Harry C. Dees, Jr. Hammerschmidt, Amaral & Jonas, led by R.
William Jonas, Jr., serves as counsel to the Debtor.
ERNEST SHEPHERD: Macon Arts Buying Macon Property for $2.1 Million
------------------------------------------------------------------
Ernest W. Shepherd asks the U.S. Bankruptcy Court for the Middle
District of Georgia to authorize the sale of the real property
located at 4750 Pio Nono Avenue, Macon, Georgia to Macon Arts
Center, LLC, for $2.1 million.
These entities asset a claim on the Property:
a. Bank of the Ozarks is a federally-chartered banking
institution with its principal office located at 17901 Chenal
Parkway, Little Rock, AR, 72223 ("BOTO"), USA. BOTO may be served
via first class mail upon Mark Melnikoff, Vice President, Special
Assets Division, Bank of the Ozarks, 6639 Hwy 53 East, Dawsonville,
Georgia. It is the successor in interest to Community & Southem
Bank and holds a first priority security interest in the Property
securing its Proof of Claim No. 3 in the amount of $1,497,701.
b. Macon-Bibb County Tax Commissioner is the holder of tax
liens against the Property for outstanding property taxes in the
amount of approximately $236,000. The Tax Commissioner may be
served at the 188 Third Street, Macon, Georgia.
c. Coldwell Banker Commercial Eberhardt & Barry, Inc. is a
commercial real estate broker with its principal office located at
990 Riverside Drive, Macon, Georgia. Coldwell Banker may be served
on its registered agent for service of process, Miki Folsom. It
was approved by the Court as the real estate broker for the Debtor
on April 21, 2016, pursuant to an Exclusive Listing Agreement
between the Debtor and Coldwell Banker, dated April 11, 2016. The
Listing Agreement expired on April 21, 2018.
On Aug. 27, 2018, the Debtor entered into the Purchase and Sale
Agreement with the Purchaser for the purchase and sale of the
Property. The sale will be free and clear of liens, claims and
interests, with such liens, claims and interests attaching to the
proceeds of the sale.
The Sale Contract provides that the Debtor will sell the Property
to the Purchaser for a purchase price of $2.1 million. The closing
date is set for the later of (i) Sept. 26, 2018 or (ii) Court
approval of the sale. The Sale Contract provides for $105,000 in
earnest money to be deposited with and held in the trust account of
Avant-Garde Capital pending an inspection period. Avant-Garde
Capital is financing the purchase price. The proceeds of the sale
will be distributed in accordance with the Draft Closing Statement
(Exhibit B). The Draft Closing Statement contains estimated amount
and will be updated prior to closing to reflect the actual amounts
as agreed between the Buyer and the Seller.
The Debtor files his Motion, out of an abundance of caution, to
identify and determine the extent, validity, and priority of all
claims to the proceeds of the sale of the Property. Specifically,
he files the Motion to confirm that no real estate commissions are
owed under the Listing Agreement to Coldwell Banker.
Coldwell Banker was employed by the Debtor pursuant to the Listing
Agreement which expired on April 21, 2018. The Listing Agreement,
including all automatic extensions, terminated on April 21, 2018.
Furthermore, any available "tail coverage" under the Listing
Agreement expired on July 21, 2018.
The Debtor asks the Court to authorize the disbursal of the
proceeds of the sale as follows:
i. payment to the Tax Commissioner for liens for unpaid ad
valorem taxes assessed against the Property through the closing of
the sale;
ii. Payment to BOTO at closing in the amount of $1.7 million in
full and final payment of its claim in the Bankruptcy Case and
satisfying its security interest in the Property;
iii. Payment of all usual, customary, and reasonable costs
associated with the sale or as agreed in the Sale Contract;
iv. Payment of the reasonable costs of the Debtor in arranging
for the sale of the Property in an amount not to exceed $5,000;
and
v. Distribution of the remaining net proceeds to the DIP n for
distribution in accordance with the Debtor's confirmed Chapter 11
plan.
The Debtor asks for the entry of an Order (a) authorizing his
assumption and performance of the Contract; (b) authorizing his
sale of the Property in accordance with the Contract, (c) finding
that no real estate commission is owed to Coldwell Banker under the
Listing Agreement which terminated on April 11, 2018.
The Debtor believes that time is of the essence in closing the
transaction by the contemplated Closing Date. Therefore, he asks
that the Court waives the 14-day stay of any order approving the
Motion pursuant to F.R.B.P. 6004(h) and 6006(d).
A copy of the APA, the Exhibit B and the Listing Agreement attached
to the Motion is available for free at:
http://bankrupt.com/misc/Ernest_Shepherd_101_Sales.pdf
Counsel for Debtor:
Christopher W. Terry, Esq.
BOYER I TERRY, LLC
348 Cotton Ave., Suite 200
Macon, GA 31201
Telephone: (478) 742-6481
E-mail: chris@boyerterry.com
Ernest W. Shepherd sought Chapter 11 protection (Bankr. M.D. Ga.
Case No. 16-50560-JPS) on March 14, 2016. His Chapter 11 Plan of
Reorganization was confirmed on Jan. 18, 2017.
F & F SPECIALTY: U.S. Trustee Unable to Appoint Committee
---------------------------------------------------------
The Office of the U.S. Trustee on Sept. 17 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of F & F Specialty Coffee.
About F & F Specialty Coffee
F & F Specialty Coffee, which conducts business under the name
Fortunes Gourmet Coffee, is a specialty food store offering a
selection of crafted blends and artisan roasted coffees. It has
been providing coffee to its wholesale customers for over 60
years.
F & F Specialty Coffee sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Pa. Case No. 18-22699) on July 2,
2018. In the petition signed by Fred M. Smallhover, II, owner, the
Debtor estimated assets of $1 million to $10 million and
liabilities of $1 million to $10 million. Judge Gregory L.
Taddonio presides over the case. The Debtor tapped Thompson Law
Group, P.C., as its legal counsel.
FIRESTAR DIAMOND: JC Offers Trustee $1M for Penney Memo Inventory
-----------------------------------------------------------------
Richard Levin, Firestar Diamond and affiliates' Chapter 11 Trustee,
asks the U.S. Bankruptcy Court for the Southern District of New
York to authorize the sale of Firestar's interests in the Penney
Memo Inventory to J. C. Penney Co., Inc. for $1 million, subject
to adjustments, subject to higher and better offers.
One of Firestar's major customers was J. C. Penney which currently
holds inventory that it received from Firestar to sell on
consignment ("Penney Memo Inventory"). The Penney Memo Inventory
is located at over 600 J. C. Penney stores around the United
States.
The Trustee believes that it would take J. C. Penney over three
months to assemble the Penney Memo Inventory for return to the
Trustee for sale in the Trustee's ordinary inventory liquidation
process. Accordingly, he proposed the sale of all the Penney Memo
Inventory in place to J. C. Penney at a discount that would make
the transaction attractive to J. C. Penney and would realize more
than the Trustee estimates he could realize on an auction of the
Penney Memo Inventory, taking into account the costs of
reassembling the inventory and the costs of delay.
The Trustee and J. C. Penney began negotiations on such a sale and,
on Aug. 27, 2018, the Trustee agreed, subject to any potential
overbids and the Court's approval, to the terms for the sale of
Firestar's interest in the Penney Memo Inventory, free and clear of
all liens and other interests, "as is, where is," and "with all
faults," to J. C. Penney for $1 million in cash, subject to certain
adjustments as set forth in the proposed Bill of Sale.
A copy of the Bill of Sale attached to the Motion is available for
free at:
http://bankrupt.com/misc/Firestar_Diamond_408_Sales.pdf
HSBC Bank USA and Israel Discount Bank of New York each assert a
security interest in substantially all of the Debtor's assets,
including the Penney Memo Inventory. The Trustee is not aware of
any other liens, claims, interests, or encumbrances asserted
against the Penney Memo Inventory. He has advised the Lenders of
the proposed sale of the Penney Memo Inventory, and they have
informed the Trustee they do not object to the proposed sale, as
long as their claimed security interests attach to the sale
proceeds, consistent with the Seventh Interim Order (I) Authorizing
Debtors Firestar Diamond, Inc. and Fantasy, Inc.'s Use Of Cash
Collateral, (II) Granting Adequate Protection Claims and Liens,
(III) Modifying the Automatic Stay, (IV) Scheduling a Final
Hearing, and (V) Granting Related Relief.
The Trustee asks the Court directs that the Order granting the
relief sought in the Motion will not be stayed for 14 days after
entry under Bankruptcy Rule 6004(h), but will be effective and
enforceable immediately.
About Firestar Diamond
Firestar Diamond Inc. procures, designs, manufactures, and
distributes diamond-studded jewelry. Firestar Diamond's operations
span the USA, Europe, the Middle East, the Far East and India. The
Company employs over 1200 people. Firestar Diamond has offices in
Mumbai, Surat, New York, Chicago, Johannesburg, Antwerp, Yerevan,
Dubai, and Hong Kong. A. Jaffe, Inc., a subsidiary of Firestar
Diamond, designs and manufacturers wedding rings and wedding
bands.
Firestar Diamond, Inc., A. Jaffe, Inc., and Fantasy, Inc., sought
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 18-10509) on
Feb. 26, 2018. Firestar Diamond estimated assets and debt of $50
million to $100 million.
The Hon. Sean H. Lane is the case judge.
The Debtors tapped Ian R. Winters, Esq., at Klestadt Winters
Jureller Southard & Stevens, LLP as their bankruptcy counsel;
Forchelli Deegan Terrana LLP as conflicts counsel; Lackenbach
Siegel, LLP as special counsel; Getzler Henrich & Associates LLC
and its managing director Mark Samson as chief restructuring
officer; and Rust Consulting/Omni Bankruptcy as claims and noticing
agent.
Richard Levin, Esq., has been appointed as Chapter 11 Trustee of
Firestar Diamond, Inc. He has tapped Jenner & Block, LLP, as his
attorneys; Alvarez & Marsal Disputes and Investigations, LLC, as
financial advisors; and Gem Certification & Assurance Lab, Inc., as
appraisers.
John J. Carney, Esq., has been appointed as examiner in the
Debtors' cases. Alvarez & Marsal Disputes and Investigations, LLC,
has been tapped as his financial advisor.
GALMOR'S/G&G STEAM: Hires Barber & Bartz as Special Counsel
-----------------------------------------------------------
Galmor's/G&G Steam Service, Inc., seeks authority from the U.S.
Bankruptcy Court for the Northern District of Texas to employ
Barber & Bartz as special counsel.
Barber & Bartz is to represent the Debtor in a prepetition
collection lawsuit in Tulsa County, OK involving Advantage Energy
Services LLC, in which the Debtor is pursuing Defendant for sales
tax liabilities. The firm will also represent the Debtor in a
matter in which taxes, penalties and interest were assessed by the
Oklahoma Tax Commission.
W. Todd Holman of Barber & Bartz attests that he is disinterested
and has no connection with the creditors of the estate or any
parties in interest that have interests adverse to the Debtor.
The counsel can be reached through:
W. Todd Holman, Esq.
Barber & Bartz
525 South Main Street, Suite 800
Tulsa, OK 74103
Phone: 918-599-7755
About Galmor's/G&G Steam Service
Galmor's/G&G Steam Service, Inc., based in Shamrock, TX, filed a
Chapter 11 petition (Bankr. N.D. Tex. Case No. 18-20210) on June
19, 2018. In the petition signed by Michael Stephen Galmor,
president, the Debtor estimated $1 million to $10 million in assets
and liabilities. The Hon. Robert L. Jones presides over the case.
Max R. Tarbox, Esq., at Tarbox Law, P.C., serves as bankruptcy
counsel and Hartzog Conger Cason & Neville, as special counsel.
GARY REED ENTERPRISES: Hires Davidson Fink as Counsel
-----------------------------------------------------
Gary Reed Enterprises, Inc., seeks authority from the U.S.
Bankruptcy Court for the Western District of New York to employ
Davidson Fink, LLP, as counsel to the Debtor.
Gary Reed Enterprises requires Davidson Fink to represent and
assist the Debtor and Debtor-in-Possession in all facets of the
reorganization and Plan confirmation process.
Davidson Fink will be paid at these hourly rates:
Attorneys $250 to $395
Paralegals $150
Davidson Fink will also be reimbursed for reasonable out-of-pocket
expenses incurred.
David L. Rasmussen, partner of Davidson Fink, LLP, 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.
Davidson Fink can be reached at:
David L. Rasmussen, Esq.
DAVIDSON FINK, LLP
28 East Main Street
Rochester, NY 14614
Tel: (585) 756-5954
E-mail: drasmussen@davidsonfink.com
About Gary Reed Enterprises
Gary Reed Enterprises Inc., based in Webster, NY, filed a Chapter
11 petition (Bankr. W.D.N.Y. Case No. 18-20869) on August 21, 2018.
In the petition signed by Gary Reed, Sr., president, the Debtor
estimated $1 million to $10 million in assets and liabilities. The
Hon. Warren, U.S.B.J. presides over the case. David L. Rasmussen,
Esq., at Davidson Fink, LLP, serves as bankruptcy counsel.
GMOFORIS CORPORATION: Hires The Houston Firm as Counsel
-------------------------------------------------------
GMoforis Corporation seeks authority from the U.S. Bankruptcy Court
for the Southern District of Florida to employ The Houston Firm,
P.A., as bankruptcy counsel to the Debtor.
GMoforis Corporation requires The Houston Firm to:
a. advise the Debtor with respect to its powers and duties as
debtor-in-possession, the continued management of its
business operations and generally advise on matters of
bankruptcy law in connection with this case;
b. advise the Debtor with respect to its responsibilities in
complying with the U.S. Trustee's Operating Guidelines,
Reporting Requirements and with the Bankruptcy Code, the
Federal Rules of Bankruptcy Procedure, applicable
bankruptcy rules, including local rules, pertaining to the
administration of the case;
c. prepare motions, applications answers, orders, reports and
any other legal documents necessary in the administration
of the case;
d. negotiate with creditors, prepare and seek confirmation of
a plan of reorganization and related documents, and assist
the Debtor with implementation of any plan;
e. review executory contracts and unexpired leases;
f. negotiate and document any debtor-in-possession financing
and exit financing;
g. advise the Debtor regarding general corporate matters and
litigation issues; and
h. protect the interest of the Debtor in all matters pending
before the Court.
The Houston Firm will be paid at these hourly rates:
Attorneys $225 to $435
Paralegals $125
During the one year period prior to the filing of the Chapter 11
case, the Debtor paid The Houston Firm the amount of $4,000 for
prepetition services.
On August 29, 2018, The Houston Firm received a fee & cost retainer
from the Debtor in the amount of $10,000. On Aug. 31, 2018, The
Houston Firm applied $2,200 of the fee & cost retainer to
prepetition fees in connection with the prepetition litigation.
Upon the filing of the Petition Date, The Houston Firm used $1,717
for the filing fee.
As of the date of filing, The Houston Firm is holding a $6,083
retainer for future fees & costs incurred in the bankruptcy case.
The Houston Firm will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Bart A. Houston, a partner at The Houston Firm, 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.
The Houston Firm can be reached at:
Bart A. Houston, Esq.
THE HOUSTON FIRM, P.A.
1401 E. Broward Blvd., Suite 201
Fort Lauderdale, FL 33301
Tel: (954) 900-2615
Fax: (954) 839-9068
About GMoforis Corporation
GMoforis Corporation, filed a Chapter 11 bankruptcy petition
(Bankr. S.D. Fla. Case No. 18-20875) on September 4, 2018,
disclosing under $1 million in both assets and liabilities. The
Debtor is represented by Bart A. Houston, partner of The Houston
Firm, P.A.
GOLF CARS: Monthly Payment to Unsecureds Raised to $552
-------------------------------------------------------
Golf Cars of West Texas, LLC filed a motion asking the U.S.
Bankruptcy Court for the Northern District of Texas to
conditionally approve its small business amended disclosure
statement.
The Debtor also asks the Court to combine the hearing on final
approval of the adequacy of the Debtor's amended disclosure
statement and amended plan of reorganization.
Under the amended plan, Class 3 unsecured claims will be paid 25%
of each respective claim over a 120 month period at 0.0% interest
beginning Dec.15, 2018. Provided all unsecured claims are allowed,
each monthly payment will be $552.67 paid pro-rata to each
claimant.
The monthly payment for unsecured creditors provided in the initial
plan was $370.56.
A full-text copy of the First Amended Disclosure Statement is
available at:
http://bankrupt.com/misc/txnb17-10312-11-107.pdf
About Golf Cars of West Texas
Golf Cars of West Texas, LLC, sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. N.D. Tex. Case No. 17-10312) on Dec. 4,
2017. At the time of the filing, the Debtor estimated assets of
less than $50,000 and liabilities of less than $500,000. Judge
Robert L. Jones presides over the case. Tarbox Law P.C. is the
Debtor's legal counsel.
GOLF VIEW PROPERTIES: Hires Jason A. Burgess as General Counsel
---------------------------------------------------------------
Golf View Properties, LLC, seeks authority from the U.S. Bankruptcy
Court for the Middle District of Florida to employ The Law Offices
of Jason A. Burgess, LLC, as general counsel to the Debtor.
Golf View Properties requires Jason A. Burgess to:
a. give advice to the Debtor with respect to its powers and
duties as debtor-in-possession and the continued management
of its business;
b. advise the Debtor with respect to its responsibilities in
complying with the US Trustee's Operating Guidelines and
Reporting Requirements and with the Local Rules of this
Court;
c. prepare motions, pleadings, orders, applications,
disclosure statements, plans of reorganization, commence
adversary proceedings, and prepare other such legal
documents necessary in the administration of this case;
d. protect the interest of the Debtor in all matters pending
before the Court; and
e. represent the Debtor in negotiations with their creditors
and in preparation of the disclosure statement and plan of
reorganization.
Jason A. Burgess will be paid at these hourly rates:
Attorneys $300
Paralegals $75
The Debtor paid Jason A. Burgess in the amount of $9,250, including
the filing fee.
Jason A. Burgess will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Jason A. Burgess, partner of The Law Offices of Jason A. Burgess,
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 Debtor and its
estates.
Jason A. Burgess can be reached at:
Jason A. Burgess, Esq.
THE LAW OFFICES OF JASON A. BURGESS, LLC
1855 Mayport Road
Atlantic Beach, FL 32233
Tel: (904) 372-4791
Fax: (904) 853-6932
About Golf View Properties
Golf View Properties LLC, based in Lake City, FL, filed a Chapter
11 petition (Bankr. M.D. Fla. Case No. 18-03201) on Sept. 12, 2018.
The Hon. Jerry A. Funk presides over the case. Jason A. Burgess,
Esq., at The Law Offices of Jason A. Burgess, LLC, serves as
bankruptcy counsel. In the petition signed by Ronnie W.
Turbeville, member manager, the Debtor disclosed $4,240,846 in
liabilities.
GREAT SLAVE: Commences Restructuring Under CCAA; Pending Sale
-------------------------------------------------------------
The Ontario Superior Court of Justice issued an initial order
granting Great Slave Helicopters Ltd. protection under the
Companies' Creditors Arrangement Act to allow the Company to
conduct a Court-supervised sale and investment solicitation process
("SISP") and appointed KSV Kofman Inc. as the CCAA monitor.
Subject to Court approval, the monitor will be leading the SISP,
which is intended to explore all options, including going concern
bids and investment proposals.
According to court documents, the Company has incurred significant
losses over its last three fiscal years resulting from, among other
things, a slowdown in the resource sector, significant repairs and
maintenance expenditures required for ongoing maintenance of its
helicopter fleet and a global depression in the helicopter charter
services markets. The Company has incurred losses over the last
two fiscal years totalling approximately $13.7 million, with those
losses increasing on a year-over-year basis; and revenue has
declined over the two-year period.
In addition, the Company's losses have continued through the first
six months of the current fiscal year. The Company is not
generating sufficient EBITDA to cover the Company's debt service
costs and to fund its capital expenditures. This is partly due to
the seasonality of the Company's business -- its busy season is
June through September 2018.
According to a press release, "The Company's parent, 10671541
Canada Inc., and two affiliates, Air Tindi Ltd. ("ATL") and
Discovery Mining Services Ltd. ("DMS"), have not filed for CCAA
protection, although each has the benefit of a limited stay of
proceedings to prevent creditor actions against them as a result of
the Company's filing for CCAA protection. ATL and DMS continue to
operate in the normal course and are otherwise unaffected by the
Company's CCAA proceedings."
In connection to the initial order, the monitor will be entitled
but not to obliged to continue to make payments of interests at
current rates in place as of date of the initial order owing to
each of Roynat Inc. and ECN Aviation Inc. in connection with the
secured facilities that it has with each lender.
KSV Kofman can be reached at:
KSV Kofman Inc.
150 King Street West
Suite 2308 Box 42
Toronto, ON M5H 1J9
Bobby Kofman
Tel: 416.932.6228
Email: bkofman@ksvadvisory.com
David Sieradzki
Tel: 416.932.6030
Email: dsieradzki@ksvadvisory.com
KSV Kofman retained as counsel:
Goldman Sloan Nash & Haber LLP
480 University Avenue
Suite 1600
Toronto, ON M5G 1V2
Fax: 416.597.3370
Mario Forte, Esq.
Tel: 416.597.6477
Email: forte@gsnh.com
Jennifer Stam, Esq.
Tel: 416.597.5017
Email: stam@gsnh.com
Katie Parent
Tel: 416.597.3375
Email: parent@gsnh.com
-- and --
Goodmans LLP
Bay Adelaide Centre
333 Bay Street, Suite 3400
Toronto, Ontario M5H 2S7
Joseph Latham
Tel: 416.597.4211
Email: jlatham@goodmans.ca
Bradley Wiffen
Tel: 416.597.4208
Email: bwiffen@goodmans.ca
Loren Cohen
Tel: 416.849.6921
Email: lcohen@goodmans.ca
ECN Aviation retained as counsel:
Gowling WLG (CANADA) LLP
3700-1 Place Ville Marie
Montreal QC, H3B 3P4
David Kierans
Tel: 514.392.9551
Email: david.kierans@gowlingwlg.com
-- and --
Gowling WLG (CANADA) LLP
1 First Canadian Place,
100 King Street West, Suite 1600
Toronto, ON M5X 1G5
Patrick Shea
Tel: 416.369.7399
Email: patrick.shea@gowlingwlg.com
Roynat Inc. retained as counsel:
Miller Thomson LLP\
One London Place
255 Queens Avenue, Suite 2010
London, ON N6A 5R8
Tony Van Klink
Tel: 519.931.3509
Email: tvanklink@millerthomson.com
A copy of the initial order and copies of materials filed in the
restructuring proceedings are available on the Monitor's website at
http://www.ksvadvisory.com/insolvency-cases/great-slave-helicopters/
Incorporated in 1984, Great Slave Helicopters Ltd. --
http://www.gsheli.com-- is one of Canada's largest onshore
helicopter operators. The Company operates from its two main bases
located in Yellowknife, Northwest Territories, and Calgary,
Alberta, as well as from sub-bases throughout Canada (including
Inuvik, Norman Wells and Fort Simpson, Northwest Territories;
Terrace, Prince Rupert and Kelowna, British Columbia; and Dryden,
Ontario) and in various locations in Chile, South America.
GREENTECH AUTOMOTIVE: Still in Negotiations with Potential Bidders
------------------------------------------------------------------
The motion to approve the adequacy of the Disclosure Statement
explaining GreenTech Automotive, Inc. and WM Industries Corp.,
f/k/a WM GreenTech Automotive Corporation's Second Amended Joint
Plan of Liquidation and the Motion to Approve the Bidding
Procedures for the Sale of the Debtor's Assets were originally
scheduled for omnibus hearing on August 21, 2018. At that hearing,
the Debtors' counsel requested that the Motions be continued due to
unforeseen issues with the Asset Purchase Agreement, which is the
cornerstone of the Second Amended Plan. The Motions were
thereafter continued to September 18.
However, given the complexity of seeking to negotiate a revised
proposal with Golden Resources -- the originally presumed stalking
horse for the sale and plan sponsor -- and also exploring potential
strategic alternatives in consultation their major stakeholders,
the Debtors sought an extension of the September 18 hearing date
and the concomitant filing and response dates until September 26.
On August 30, the Court entered an Order providing that revised
Motions and an Amended Disclosure Statement be filed on September
12, with objections thereto required to be filed on September 19.
Unfortunately, while there have been significant and continuing
discussions with the potential bidder and among the creditors, the
Debtors said in a notice filed with the Bankruptcy Court that they
are not yet in a position to file revised Motions or an Amended
Disclosure Statement. At this time, therefore, the Debtors are
unable to meet the deadlines established in the Order Continuing
Hearings.
The Debtors said they hope to be able to file revised Motions prior
to September 26 and will work with the Court and the parties to
schedule further hearings on the revised Motions once they are
filed. In any event, the Debtors ask that regardless of whether
revised Motions are filed in advance of the September 26 hearing,
that hearing remain on the calendar as a status conference to
enable the parties to advise the Court as to the status of these
matters.
A redlined version of the Second Amended Disclosure Statement filed
on Aug. 20 is available at https://tinyurl.com/y9vy54ts from
PacerMonitor.com at no charge.
About GreenTech Automotive
GreenTech Automotive, Inc. -- http://www.wmgta.com/us-- an
electric car company, and five affiliates filed for Chapter 11
bankruptcy protection (Bankr. E.D. Va. Lead Case No. 18-10651) on
Feb. 26, 2018.
GreenTech Automotive, headquartered in Sterling, Virginia, was
organized in Mississippi in 2009 for the purpose of developing,
producing, marketing and financing energy efficient automobiles,
including electric cars. WMIC, a Virginia corporation, is a
holding company that holds a majority of the outstanding shares of
common stock of GreenTech.
In the petition signed by Norman Chirite, authorized
representative, GreenTech estimated $100 million to $500 million in
both assets and liabilities.
The Hon. Brian F. Kenney presides over the cases.
Kristen E. Burgers, Esq., at Hirschler Fleischer PC, and Mark S.
Lichtenstein, Esq., at Crowell & Moring LLP, serve as legal counsel
to the Debtors.
GUIDED SYSTEMS: Seeks to Hire Consilium Partner as Accountant
-------------------------------------------------------------
Guided Systems Technologies, Inc., seeks authority from the U.S.
Bankruptcy Court for the Northern District of Georgia to employ
Consilium Partner Group, LLC, as accountant to the Debtor.
Guided Systems requires Consilium Partner to:
(a) prepare and file required federal and state tax returns;
(b) assist with preparation of financial statements required
by the Bankruptcy Code;
(c) perform all other necessary accounting services and give
all other necessary accounting advice to Debtor in
connection with this Chapter 11 case.
Consilium Partner will be paid at the hourly rate of $395.
Consilium Partner will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Mike Moriarty, a partner at Consilium Partner Group, 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 Debtor and its estates.
Consilium Partner can be reached at:
Mike Moriarty
CONSILIUM PARTNER GROUP, LLC
1001 Summit Blvd., Suite 1150
Atlanta, GA 30319
Tel: (404) 400-4200
About Guided Systems Technologies
Guided Systems Technologies, Inc., sought protection under Chapter
11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 18-61243) on
July 5, 2018. At the time of the filing, the Debtor estimated
assets of less than $50,000 and liabilities of $1 million to $10
million. Judge Sage M. Sigler presides over the case.
GUILBEAU MARINE: Seeks to Hire Derbes Law as Counsel
----------------------------------------------------
Guilbeau Marine, Inc., seeks authority from the U.S. Bankruptcy
Court for the Eastern District of Louisiana to employ The Derbes
Law Firm, L.L.C., as counsel to the Debtor.
Guilbeau Marine requires Derbes Law to:
(a) attend meetings with representatives of its creditors and
other parties in interest;
(b) take all necessary action to protect and preserve the
Debtor's estate, including the prosecution of actions on
the Debtor's behalf, the defense of any action commenced
against the Debtor, negotiations concerning litigation in
which the Debtor is or may become involved, and objections
to claims to be filed by the estate;
(c) prepare on behalf of the Debtor motions, applications,
answers, orders, reports, and papers necessary to the
administration of the estate;
(d) negotiate and prepare on the Debtor's behalf a plan of
reorganization, disclosure statement, and all related
agreements and documents, and taking any necessary action
on behalf of the Debtor to obtain confirmation of such
plan;
(e) appear before the Bankruptcy Court to protect the
interests of the Debtor before this Court;
(f) perform all other necessary legal services and provide all
necessary legal advice to the Debtor in connection with
the Bankruptcy Chapter 11 case;
(g) commence and conduct litigation necessary and appropriate
to assert rights held by the Debtor, protect assets of the
Debtor's Chapter 11 estate or otherwise further the goal
of completing the Debtor's successful reorganization.
Derbes Law will be paid at these hourly rates:
Attorneys $200 to $350
Paralegals $60 to $80
Prepetition, Derbes Law received from the Debtor the amount of
$11,835 deposit of which, $1,835 was used to pay expenses including
the bankruptcy filing fee. The remaining $10,000 was placed in the
Derbes Law trust account.
Derbes Law will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Frederick L. Bunol, partner of The Derbes Law Firm, L.L.C., 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.
Derbes Law can be reached at:
Frederick L. Bunol, Esq.
Jared S. Scheinuk, Esq.
THE DERBES LAW FIRM, L.L.C.
3027 Ridgelake Drive
Metairie, LA 70002
Tel: (504) 837-1230
Fax: (504) 832-0322
About Guilbeau Marine
Guilbeau Marine, Inc., based in Golden Meadow, LA, filed a Chapter
11 petition (Bankr. E.D. La. Case No. 18-12409) on September 11,
2018. In the petition signed by Anthony Guilbeau, Jr., president,
the Debtor estimated $1 million to $10 million in assets and
liabilities. Frederick L. Bunol, partner of The Derbes Law Firm,
L.L.C., serves as bankruptcy counsel.
GUY AMERICA: Seeks to Hire McKinley Onua as Counsel
---------------------------------------------------
Guy America Development Enterprises Corp. has filed an amended
application with the U.S. Bankruptcy Court for the Eastern District
of New York seeking approval to hire McKinley Onua & Associates,
PLLC, as counsel to the Debtor.
Guy America requires McKinley Onua to:
a. provide advice to the Debtor with respect to their powers
and duties under the Bankruptcy Code in the continued
operation of Debtor's business and the management of its
property;
b. negotiate with creditors of the Debtor's, preparing a plan
of reorganization and taking the necessary legal steps to
consummate a plan, including, if necessary, negotiations
with respect to financing a plan;
c. appear before the various taxing authorities to work out a
plan to pay taxes owing in installments;
d. prepare on the Debtor's behalf necessary applications,
motions, answer, replies, discovery requests, forms of
orders, reports and other pleading and legal documents;
e. appear before the Bankruptcy Court to protect the interests
of the Debtor and Debtor's estates, and representing the
Debtor in all matters pending before this Court;
f. perform all other legal services for the Debtor that may be
necessary herein; and
g. assist the Debtor in connection with all aspects of its
Chapter 11 case.
McKinley Onua will be paid at these hourly rates:
Attorneys $250 to $400
Paralegals $100
McKinley Onua will be paid a retainer in the amount of $7,500.
McKinley Onua will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Nnenna Onua, senior counsel of McKinley Onua & Associates, 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.
McKinley Onua can be reached at:
Nnenna Onua, Esq.
MCKINLEY ONUA & ASSOCIATES, PLLC
26 Court Street, Suite 300
Brooklyn, NY 11242
Tel: (718) 522-0236
Fax: (718) 701-8309
About Guy America Development
Enterprises Corp.
Based in Brooklyn, New York, Guy America Development Enterprises
Corp. filed for Chapter 11 bankruptcy protection (Bankr. E.D.N.Y.
Case No. 17-43984) on July 31, 2017. In the petition signed by
Vishnu Bandhu, president, the Debtor estimated assets at $1 million
to $10 million and estimated liabilities at $1 million to $10
million. The Debtor is represented by Nnenna Okike Onua, Esq., of
McKinley Onua & Associates, PPLC.
HANDSOME INC: Hires Mark M. Kratter, LLC, as Attorney
-----------------------------------------------------
Handsome, Inc., seeks approval from the U.S. Bankruptcy Court for
the District of Connecticut to hire Mark M. Kratter of the Law
offices of Mark M. Kratter, LLC of Norwalk, Connecticut, as
attorney.
The professional services that said Mark M. Kratter is to render
are:
(a) give your applicant legal advice with respect to his
powers and duties as debtor-in-possession in the continued
management of his property;
(b) prepare, on behalf of your applicant as
debtor-in-possession, disclosure statement, answers, orders,
reports, plan and other legal papers; and
(c) perform all other legal services for your applicant as
debtor-in-possession which may be necessary herein, including the
preparation and filing of modified plans.
Law Offices of Mark M. Kratter, LLC has been paid a retainer of
$5,000 by Todd Cascella, which was used up pre-petition and the
balance due for the previous prepresentation in the foreclosure
case.
Mark M. Kratter will charge $350.00 per hour for his services.
Mark M. Kratter, owner of the law firm of Mark M. Kratter, LLC,
attests that his firm represents no interest adverse to the Debtor
or its estate and is disinterested as that term is defined by
section 101(14) of the Bankruptcy Code.
The counsel can be reached through:
Mark M. Kratter, Esq.
Law Offices of
Mark M. Kratter, LLC
71 East Avenue, Suite O
Norwalk, CT 06851
Phone: 203-678-8135
Toll Free: 866-LAWS 4 CT
Fax: 203-853-2317
About Handsome Inc.
Based in Easton, Connecticut, Handsome, Inc., is the owner of
properties located in Monroe, Connecticut, with an estimated
aggregate value of $419,600.
Handsome, Inc., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Conn. Case No. 18-50122) on Feb. 1,
2018. In the petition signed by Todd Cascella, president, the
Debtor disclosed $424,760 in assets and $3.02 million in
liabilities. Judge Julie A. Manning presides over the case.
Harlow, Adams & Friedman, P.C., is the Debtor's legal counsel.
HERITAGE HOME: Court Approves KEIP and KERP
-------------------------------------------
BankruptcyData.com reported tha the Court hearing the Heritage Home
Group case approved the Debtors' Key Employee Incentive Plan ("the
KEIP") and Key Employee Retention Plan ("the KERP").
BankruptcyData noted that "[T]he KEIP provides for potential
incentive payments (in each case, a 'KEIP Payment') to two (2)
senior executives, the Debtors' Chief Executive Officer (the 'CEO')
and Chief Operating Officer (the 'COO' and together with the CEO,
the 'KEIP Participants'). Payments under the KEIP will be based on
the successful sale, or sales, of substantially all of the Debtors'
assets within a range of target price levels. The aggregate amount
available under the KERP Program is $1,258,500, which is comprised
of $1,008,500 for identified KERP Participants and an additional
$250,000 allocated to a discretionary pool for employees who may be
added later on an as-needed basis. The KERP Participants have
salaries ranging from $41,205 to $290,000, a mean salary of
$135,961, a median salary of $127,615."
BankruptcyData related that the Court subsequently approves the
Debtors??? motion to file under seal certain information contained
in the KEIP and KERP. In respect of the seal, "In addition to the
significant privacy concerns for the individual KERP Participants,
who are not insiders of the Debtors, the public disclosure of such
information could provide the Debtors' competitors with an 'unfair
advantage' in efforts to recruit and hire away the Debtors'
essential employees during a critical period, by providing them
with such employees' exact salary levels, and potential bonus
compensation. In addition, the KEIP/KERP Motion contains specific
sale targets upon which KEIP Payments are based and other sensitive
information related to the Debtors' Sale Process. Given that the
Sale Process is on-going; the public disclosure of such
Confidential Information could substantially impair the value of
the Debtors' estates by providing potential buyers with an unfair
advantage in negotiations."
About Heritage Home Group
Heritage Home Group LLC -- http://www.heritagehome.com/-- designs,
manufactures, sources and retails home furnishings. The company
markets its products through a wide range of channels, including
its own Thomasville retail stores and through interior designers,
multi-line or independent retailers and mass merchant stores. It
was formed by an affiliate of KPS Capital Partners, LP in November
2013 to acquire the brand portfolio and certain related assets of
Furniture Brands International, Inc.
Heritage Home Group and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case Nos.
18-11736 to 18-11740) on July 29, 2018.
In the petitions signed by CRO Robert D. Albergotti, Heritage Home
Group estimated assets of $100 million to $500 million and
liabilities of $100 million to $500 million.
The Debtors tapped Young Conaway Stargatt & Taylor, LLP as their
legal counsel; Houlihan Lokey Capital, Inc. as their investment
banker; and Kurtzman Carson Consultants LLC as claims and noticing
agent.
Andrew Vara, acting U.S. trustee for Region 3, on Aug. 8, 2018,
appointed five creditors to serve on an official committee of
unsecured creditors in the Chapter 11 cases. The Committee
retained Foley & Lardner LLP, as counsel; Whiteford Taylor &
Preston LLC, as co-counsel; and Province, Inc., as financial
advisor.
HERITAGE HOME: Gets Final Order on $98M DIP Financing Motion
------------------------------------------------------------
Judge Kevin Gross entered a final order authorizing Heritage Home
Group LLC, et al., to borrow up to $98 million from PNC Bank, N.A.,
et al., under a certain revolving loan credit facility.
The loan amount is secured by first priority perfected security
interests in and liens, senior and above all other liens, upon all
of the Debtors' Collateral.
The Debtors are also authorized to use cash collateral in
accordance with the DIP Financing Documents.
All objections to the extent not withdrawn are overruled, the Court
ruled.
Nothing in the Final Order or Cash Collateral orders prime or
affect the rights, if any, of Westchester Fire Insurance Company as
to funds it is holding and/or being held related to any indemnity,
bond or agreements between it and any of the Debtors or any of the
Debtors' non-debtor affiliates.
Before the Court entered its ruling, the Official Committee of
Unsecured Creditors filed an objection, asserting that the amount
of funding required does not justify the extreme relief that that
the Debtors' sought for their lenders, affiliates and insiders.
About Heritage Home Group
Heritage Home Group LLC -- http://www.heritagehome.com/-- designs,
manufactures, sources and retails home furnishings. The company
markets its products through a wide range of channels, including
its own Thomasville retail stores and through interior designers,
multi-line or independent retailers and mass merchant stores. It
was formed by an affiliate of KPS Capital Partners, LP in November
2013 to acquire the brand portfolio and certain related assets of
Furniture Brands International, Inc.
Heritage Home Group and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case Nos.
18-11736 to 18-11740) on July 29, 2018.
In the petitions signed by CRO Robert D. Albergotti, Heritage Home
Group estimated assets of $100 million to $500 million and
liabilities of $100 million to $500 million.
The Debtors tapped Young Conaway Stargatt & Taylor, LLP as their
legal counsel; Houlihan Lokey Capital, Inc. as their investment
banker; and Kurtzman Carson Consultants LLC as claims and noticing
agent.
Andrew Vara, acting U.S. trustee for Region 3, on Aug. 8, 2018,
appointed five creditors to serve on an official committee of
unsecured creditors in the Chapter 11 cases. The Committee
retained Foley & Lardner LLP, as counsel; Whiteford Taylor &
Preston LLC, as co-counsel; and Province, Inc., as financial
advisor.
HERITAGE HOME: HFM Opposes Conduct of Store Closing Sales
---------------------------------------------------------
BankruptcyData.com reported that retailer Hickory Furniture Mart
("HFM") filed with the Court an objection to the Heritage Home
Group's motion seeking authority to conduct store closings and
bankruptcy-related furniture sales. The objection asserts, "HFM
objects to anything in the Disposition Agreement or Sale Guidelines
that would permit the Debtors or the Consultant to supplement or
augment the inventory on the Premises with inventory not owned by
the Debtors. There is no basis under the Bankruptcy Code to
authorize inventory augmentation and it would be a tremendous
burden on HFM to regulate and monitor such augmentation. Further,
given that all of the tenants of the Hickory Furniture Mart sell
furniture, it would be extremely unfair to these tenants to permit
the Debtors or the Consultant to supplement the inventory and sell
it at bargain prices in competition with Hickory Furniture Mart's
other tenants. In addition, the Debtors and/or the Consultant
should be required to provide HFM with at least 7 days' prior
notice of the termination of the store closing at the Premises and
permit HFM access to the Premises immediately following the
termination of the store closing sales so that it can dress the
windows and otherwise mitigate the damage associated with a 'dark'
store."
About Heritage Home Group
Heritage Home Group LLC -- http://www.heritagehome.com/-- designs,
manufactures, sources and retails home furnishings. The company
markets its products through a wide range of channels, including
its own Thomasville retail stores and through interior designers,
multi-line or independent retailers and mass merchant stores. It
was formed by an affiliate of KPS Capital Partners, LP in November
2013 to acquire the brand portfolio and certain related assets of
Furniture Brands International, Inc.
Heritage Home Group and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case Nos.
18-11736 to 18-11740) on July 29, 2018.
In the petitions signed by CRO Robert D. Albergotti, Heritage Home
Group estimated assets of $100 million to $500 million and
liabilities of $100 million to $500 million.
The Debtors tapped Young Conaway Stargatt & Taylor, LLP as their
legal counsel; Houlihan Lokey Capital, Inc. as their investment
banker; and Kurtzman Carson Consultants LLC as claims and noticing
agent.
Andrew Vara, acting U.S. trustee for Region 3, on Aug. 8, 2018,
appointed five creditors to serve on an official committee of
unsecured creditors in the Chapter 11 cases. The Committee
retained Foley & Lardner LLP, as counsel; Whiteford Taylor &
Preston LLC, as co-counsel; and Province, Inc., as financial
advisor.
HERITAGE HOME: HHG Buying All IP and Related Assets for $22M
------------------------------------------------------------
Heritage Home Group, LLC and affiliates ask the U.S. Bankruptcy
Court for the District of Delaware to authorize their bidding
procedures in connection with the sale of their intellectual
property and other assets related to their business of designing,
manufacturing, sourcing, licensing, and selling home furnishings
under the Broyhill, Thomasville, Drexel, Drexel Heritage, and
Henredon brands ("Non-Luxury Group"), to HHG IPCo, LLC for (a) $22
million plus, (b) one-half of the Due Diligence Fee minus, (c) the
Excluded Asset Adjustment Amount, if any minus (d) the Estimated
Prepaid Royalty Amount, if any, plus (ii) the assumption of Assumed
Liabilities, subject to overbid.
The Debtors' paramount goal in their chapter 11 cases is to
maximize their estates' value for the benefit of their creditor
constituencies and other stakeholders through the sale of their
business units and remaining assets. To that end, in November
2017, the Debtors engaged Houlihan Lokey Capital, Inc. as an
investment banker primarily to conduct a marketing process for the
sale of the their business lines. The Debtors commenced
negotiations in the months leading up to the Petition Date with
various parties seeking to consummate a transaction that maximized
the value of their businesses in the timeframe required under their
tightening liquidity situation.
After significant discussions with, and further due diligence by,
those parties that had submitted offers prior to the Petition Date,
the Debtors determined to proceed with: (i) an offer tendered by
Hickory Chair, LLC to purchase Hickory Chair, Pearson,
Maitland-Smith, and La Barge brands ("Luxury Group") as a going
concern; and (ii) a buyer of substantially all of the assets of the
Non-Luxury Group.
In furtherance of their sale efforts, on the Petition Date, the
Debtors filed their Luxury Group Sale Motion. On Aug. 27, 2018,
the Court entered an order approving the bidding procedures set
forth in the Luxury Group Sale Motion and scheduling an auction
with respect to the sale of the Luxury Group on Sept. 20, 2018, and
a hearing to consider approval of such sale on Sept. 26, 2018.
Throughout this time, the Debtors and Houlihan have continued to
market the Non-Luxury Group as a whole, and have also worked with
potential bidders that have expressed an interest in purchasing
portions of the Non-Luxury Group assets. In light of the foregoing
and in a continued effort to maximize the value of the Debtors'
estates for the benefit of the their creditor constituencies and
other stakeholders, the Debtors determined to move forward promptly
to effectuate the sale of the Non-Luxury Group assets in one or
more separate transactions.
The Asset Purchase Agreement described provides for the purchase of
the IP Assets, which are comprised of the IP Assets related
exclusively to the Broyhill brand "Broyhill IP") and IP Assets
other than the Broyhill IP ("Thomasville IP").
Further, in conjunction with the negotiation and entry into the
Asset Purchase Agreement for the IP Assets, the Debtors'
management, with the assistance of its advisors, performed an
analysis of the performance of each of the Non-Luxury Group retail
locations, the amount of the Non-Luxury Group inventory on hand at
retail locations as well as at the Debtors' warehouses and
distribution centers ("Inventory"), and the markets in which the
Non-Luxury Group operates. As a result of this analysis, the
Debtors determined to initiate an Inventory sale process that
includes store closing and similarly themed sales at the Non-Luxury
Group retail locations and distribution centers, pursuant to that
certain store closing and asset disposition agreement, dated as of
Aug. 26, 2018, by and among SB360, on the one hand, and the
Debtors, on the other, to best maximize the estates' value for the
benefit of all creditors.
Contemporaneously with the Motion, the Debtors are filing a motion
for approval their entry into the Disposition Agreement and certain
related relief. Notably, the Disposition Agreement provides the
Debtors with additional flexibility to manage the timing of
Inventory sales to maintain certain Non-IP Assets that could prove
to have greater value if sold under the Bidding Procedures.
The salient terms of the APA are:
a. Purchase Price: The aggregate purchase price for the
Acquired Assets is (i) the Closing Cash Consideration of (a) $22
million plus, (b) one-half of the Due Diligence Fee minus, (c) the
Excluded Asset Adjustment Amount, if any minus (d) the Estimated
Prepaid Royalty Amount, if any, plus (ii) the assumption of Assumed
Liabilities.
b. Acquired Assets: The Buyer will purchase from the Sellers,
free and clear of any Encumbrances other than Permitted
Encumbrances, all of the Sellers' right, title and interest in, to,
and under the Intellectual Property Assets.
c. Private Sale/No Competitive Bidding: The Debtors intend to
execute a public auction process for the assets subject to the
Motion.
d. Closing Deadlines and Milestones: The Asset Purchase
Agreement provides for the following closing and related deadlines:
(i) Bidding Procedures Order Deadline - 30 days after filing of
Motion; (ii) Sale Order Deadline: 60 days after filing of the
Motion; and (iii) Closing Date Deadline: Nov. 8, 2018
e. Good Faith Deposit: The Stalking Horse Bidder has submitted
a good-faith deposit of $1.65 million. Entities seeking to submit
a Qualified Bid are required to submit a deposit equal to the
greater of (i) 7.5% of the total purchase price of their Bid and
(ii) $100,000 to be held in an interest-bearing escrow account to
be identified and established by the Debtors.
f. Credit Bid: The Bidding Procedures permit a Secured
Creditor to credit bid all or a portion of value of such Secured
Creditor's claims.
g. Relief from Bankruptcy Rule 6004(h): The Sale Order will
provide for a waiver of the 14-day stay thereof, arising under
Bankruptcy Rules 6004(h) and 6006(d), including the parties'
ability to close the Sale and assume and assign the Assigned
Contracts in connection therewith.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: Oct. 9, 2018 at 5:00 p.m. (ET)
b. Minimum Bid:
1. Minimum Bids for the IP Assets
i. Bid that includes the IP Assets (Broyhill IP and
Thomasville IP): (1) $22,125,000 (the Base Amount plus one-half of
the DueDiligence Fee); plus (2) an assumption of the Assumed
Liabilities set forth in the Stalking Horse APA on terms no less
favorable to the Debtors than the Stalking Horse APA, and/or the
dollar value of any such liabilities that are not "Assumed
Liabilities" in such Bid, each as determined in the Debtors'
business judgment, in consultation with the Agent and the
Committee; plus (3) $880,000, the maximum dollar value of the Bid
Protections; plus (4) a minimum bid increment of $500,000.
ii. Bid that includes the Broyhill IP (but not the
Thomasville IP): (1) $5 million (the Excluded Asset Adjustment
Amount); plus (2) an assumption of the Assumed Liabilities relating
to the Broyhill IP as set forth in the Stalking Horse APA on terms
no less favorable to the Debtors than the Stalking Horse APA,
and/or the dollar value of any such liabilities that are not
"Assumed Liabilities" in such Bid, each as determined in the
Debtors' business judgment, in consultation with the Agent and the
Committee; plus (3) $150,000, the Partial Break-Up Fee; plus (4) a
minimum bid increment of $250,000.
iii. Bid that includes the Thomasville IP (but not the
Broyhill IP): (1) $17,125,000 (the Base Amount plus one-half of the
Due Diligence Fee less the Excluded Asset Adjustment Amount); plus
(2) an assumption of the Assumed Liabilities relating to the
Thomasville IP as set forth in the Stalking Horse APA on terms no
less favorable to the Debtors than the Stalking Horse APA, and/or
the dollar value of any such liabilities that are not "Assumed
Liabilities" in such Bid, each as determined in the Debtors'
business judgment, in consultation with the Agent and the
Committee; plus (3) $730,000, the maximum dollar value of the Bid
Protections less the Partial Break-Up Fee; plus (4) a minimum bid
increment of $250,000.
2. Minimum Bids for the Non-IP Assets: The aggregate
consideration proposed by a Bid for the Non-IP Assets, in whole or
in part, must equal or exceed the sum of the following Minimum Bid;
provided that, in determining the value of the Bid, the Debtors
will not be limited to evaluating the dollar amount of the Bid, but
also may consider factors including the proposed revisions to the
Stalking Horse APA or similar form purchase agreement which may be
provided by the Debtors and other factors affecting the speed,
certainty, and value of the proposed transactions: (i) an
assumption of Assumed Liabilities relating to the Non-IP Assets,
e.g., employee and related post-petition liabilities (which are
encouraged), as valued in the Debtors' business judgment, in
consultation with the Agent and the Committee; plus (ii) If IP
Assets are included, such Bid must meet the requirements where
applicable; or (iii) If IP Assets are not included, the Debtors
reserve the right, in consultation with the Agent and the
Committee, to establish and communicate a reserve price for the
Non-IP Assets based on the value realizable from liquidation or
other disposition, other Bids received, or other relevant
methodologies.
c. Deposit: With its Bid, each Potential Bidder must submit a
cash deposit in the amount equal to the greater of (i) 7.5% of the
aggregate cash and non-cash Purchase Price set forth in the Bid6
and (ii) $100,000 to be held in an interest-bearing escrow account
to be identified and established by the Debtors. The initial
Overbid, if any, will provide for total consideration to the
Debtors with a value that exceeds the value of the consideration
provided for by the Baseline Bid by an incremental amount that is
not less than the sum of $500,000, if for all of the IP Assets,
otherwise $250,000.
d. Auction: 10:00 a.m. (ET) on Oct. 11, 2018, if needed, at
the offices of Young Conaway Stargatt & Taylor, LLP, 1000 N. King
Street, Wilmington, Delaware 19801 (or such other place and time as
the Debtors timely communicate to all entities entitled to attend
the Auction)
e. Bid Increments: $250,000
f. Sale Hearing: 10:00 a.m. (ET) on Oct. 23, 2018
g. Bid Protection: The Bid Protections are comprised of the
following: (i) a Partial Break-up Fee, in the amount of $150,000;
(ii) a Break-up Fee, in the amount of $660,000 provided, however,
if the Broyhill IP is an Excluded Asset, the Break-Up Fee will be
reduced by an amount equal to the Partial Break-Up Fee; and (iii)
an Expense Reimbursement, in an amount up to $220,000. The Bid
Protections will be an allowed administrative expense claim in
accordance with the terms of the Stalking Horse APA and pursuant
to the Bidding Procedures Order.
h. Sale Objection Deadline: 4:00 p.m. (ET) on Oct. 16, 2018
i. Auction Objection Deadline: 4:00 p.m. (ET) on Oct. 18,
2018
As contemplated in the Asset Purchase Agreement, at the closing of
the Sale, the Debtors intend to assume, and assign to the
Successful Bidder, certain designated executory contracts and
unexpired leases. Accordingly, they ask the Court to approve their
assumption and assignment of the Assigned Contracts.
To implement the foregoing immediately, the Debtors ask a waiver of
the 14-day stay of an order authorizing the use, sale, or lease of
property under Bankruptcy Rule 6004(h) and the assumption and
assignment of the Assigned Contracts under Bankruptcy Rule
6006(d).
A copy of the APA and the Bidding Procedures attached to the Motion
is available for free at:
http://bankrupt.com/misc/Heritage_Home_217_Sales.pdf
A hearing on the Motion is set for Sept. 26, 2018 at 10:00 a.m.
(ET). The objection deadline is Sept. 14, 2018 at 4:00 p.m. (ET).
The Purchaser:
HHG IPCO, LLC
c/o Authentic Brands Group
1411 Broadway, 4th Floor
New York, NY 10017
Attn: Jay Dubiner, Esq.
General Counsel
E-mail: JDubiner@abg-nyc.com
The Purchaser is represented by:
Robert Raskin, Esq.
SB360 CAPITAL PARTNERS, LLC
1010 Northern Boulevard
Great Neck, NY 11021
E-mail: rraskin@sb360.com
About Heritage Home Group
Heritage Home Group LLC -- http://www.heritagehome.com/-- designs,
manufactures, sources and retails home furnishings. The company
markets its products through a wide range of channels, including
its own Thomasville retail stores and through interior designers,
multi-line or independent retailers and mass merchant stores. It
was formed by an affiliate of KPS Capital Partners, LP in November
2013 to acquire the brand portfolio and certain related assets of
Furniture Brands International, Inc.
Heritage Home Group and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case Nos.
18-11736 to 18-11740) on July 29, 2018.
In the petitions signed by Robert D. Albergotti, chief
restructuring officer, Heritage Home Group estimated assets of $100
million to $500 million and liabilities of $100 million to $500
million.
The Debtors tapped Young Conaway Stargatt & Taylor, LLP as their
legal counsel; Houlihan Lokey Capital, Inc. as their investment
banker; and Kurtzman Carson Consultants LLC as claims and noticing
agent.
On July 31, 2018, the Court authorized the joint administration of
the Debtors' chapter 11 cases.
On Aug. 31, 2018, the Court appointed Kurtzman Carson Consultants,
LLC, as the Debtors' administrative advisor.
HOOPER HOLMES: Committee Opposes Proposed Key Employee Program
--------------------------------------------------------------
BankruptcyData.com reported that Hooper Holmes' Official Committee
of Unsecured Creditors filed with the Court an objection to the
Debtors' Key Employee Incentive Plan (the "KEIP"). The committee
asserts, "The Debtors seek to pay four executives (the 'KEIP
Participants') -- the Debtors??? President, Chief Financial
Officer, Chief Revenue Officer and Chief Information Officer --
bonuses exclusively based upon the purchase price proceeds realized
by the Debtors upon the sale of their businesses.
BankruptcyData related that the proposed KEIP's exclusive
utilization of the purchase price metric to calculate a bonus is
merely retentive and not incentivizing in any meaningful way. The
KEIP is a transparent replacement for the KEIP Participants'
executive severance package. Under the KEIP, the Debtors'
executives are provided a bulwark against near certain unemployment
likely to result when the proposed Stalking Horse Purchaser closes
on its acquisition of the Debtors' assets. Likewise, it is almost
exclusively a reward for past services to the Debtors, because
bonuses are to be paid based only upon consummation of a
transaction arranged prepetition (or even a substitute, less
valuable transaction). The economic reality is to cushion the blow
to managers who led the Debtors towards insolvency and may suffer
lasting career damage as a result."
About Hooper Holmes
Headquartered in Olathe, Kansas, Hooper Holmes, Inc., provides
comprehensive health and well-being programs offered through
organizations' sponsorship. Hooper Holmes, founded in 1899, is a
publicly-traded New York corporation (OTXQX: HPHW).
In 2015, Hooper Holmes acquired substantially all of the assets of
Accountable Health Solutions, Inc. In 2017, Hooper Holmes merged
with Provant Health Solutions, LLC.
Hooper Holmes, Inc., and its affiliates sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 18-23302) on Aug. 27,
2018. Hooper Holmes reported total assets of $30,232,000 and total
debt of $46,839,000 as of June 30, 2018.
The Hon. Robert D. Drain is the case judge.
Foley & Lardner LLP, led by Richard J. Bernard, John P. Melko, Jill
Nicholson, and Geoff Goodman, serves as counsel to the Debtors. The
Debtors also tapped Halperin Battaglia Benzija, LLP, as their
conflicts counsel; Spencer Fane LLP as securities counsel; Phoenix
Management Services as financial advisor; Raymond James &
Associates, Inc., as investment banker; and Epiq Corporate
Restructuring, LLC, as claims agent.
On Sept. 6, 2018, an official committee of unsecured creditors was
appointed in the Debtors' cases. Brown Rudnick LLP represents the
Committee.
HOOPER HOLMES: Court Approves Interim DIP Financing
---------------------------------------------------
BankrutpcyData.com reported that the Court hearing the Hooper
Holmes case has approved the Debtors' postpetition financing motion
in respect of (i) a proposed super-priority, secured,
debtor-in-possession ("DIP") term credit facility in an aggregate
principal amount of $1.6 million by and among the Debtors and SWK
Funding LLC and (ii) a proposed super-priority, secured, DIP
revolving credit facility which would provide a line of credit of
up to $12 million by and among the Debtors and CNH Finance Fund I,
L.P. The Court scheduled a September 18, 2018 final hearing on the
financing motion.
About Hooper Holmes
Headquartered in Olathe, Kansas, Hooper Holmes, Inc., provides
comprehensive health and well-being programs offered through
organizations' sponsorship. Hooper Holmes, founded in 1899, is a
publicly-traded New York corporation (OTXQX: HPHW).
In 2015, Hooper Holmes acquired substantially all of the assets of
Accountable Health Solutions, Inc. In 2017, Hooper Holmes merged
with Provant Health Solutions, LLC.
Hooper Holmes, Inc., and its affiliates sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 18-23302) on Aug. 27,
2018. Hooper Holmes reported total assets of $30,232,000 and total
debt of $46,839,000 as of June 30, 2018.
The Hon. Robert D. Drain is the case judge.
Foley & Lardner LLP, led by Richard J. Bernard, John P. Melko, Jill
Nicholson, and Geoff Goodman, serves as counsel to the Debtors. The
Debtors also tapped Halperin Battaglia Benzija, LLP, as their
conflicts counsel; Spencer Fane LLP as securities counsel; Phoenix
Management Services as financial advisor; Raymond James &
Associates, Inc., as investment banker; and Epiq Corporate
Restructuring, LLC, as claims agent.
On Sept. 6, 2018, an official committee of unsecured creditors was
appointed in the Debtors' cases. Brown Rudnick LLP represents the
Committee.
HOOPER HOLMES: Sec. 341 Meeting of Creditors Set for Oct. 3
-----------------------------------------------------------
The meeting of creditors of Hooper Holmes, Inc., d/b/a Provant
Health, is set to be held on Wednesday, Oct. 3, 2018, at 12:30 p.m.
prevailing Eastern Time, according to a filing with the U.S.
Bankruptcy Court for the Southern District of New York.
The meeting will be held at:
United States Bankruptcy Court
300 Quarropas Street
Room 243A
White Plains, New York 10601-5008
The court overseeing the bankruptcy case of a company schedules the
meeting of creditors usually about 30 days after the bankruptcy
petition is filed. The meeting is called the "341 meeting" after
the section of the Bankruptcy Code that requires it.
A representative of the Debtors is required to appear at the
meeting and answer questions under oath. Creditors may attend, but
are not required to do so. The meeting is presided over by the
U.S. trustee, the Justice Department's bankruptcy watchdog.
About Hooper Holmes
Headquartered in Olathe, Kansas, Hooper Holmes, Inc., provides
comprehensive health and well-being programs offered through
organizations' sponsorship. Hooper Holmes, founded in 1899, is a
publicly-traded New York corporation (OTXQX: HPHW).
In 2015, Hooper Holmes acquired substantially all of the assets of
Accountable Health Solutions, Inc. In 2017, Hooper Holmes merged
with Provant Health Solutions, LLC.
Hooper Holmes, Inc., and its affiliates sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 18-23302) on Aug. 27,
2018. Hooper Holmes reported total assets of $30,232,000 and total
debt of $46,839,000 as of June 30, 2018.
The Hon. Robert D. Drain is the case judge.
Foley & Lardner LLP, led by Richard J. Bernard, John P. Melko, Jill
Nicholson, and Geoff Goodman, serves as counsel to the Debtors. The
Debtors also tapped Halperin Battaglia Benzija, LLP, as their
conflicts counsel; Spencer Fane LLP as securities counsel; Phoenix
Management Services as financial advisor; Raymond James &
Associates, Inc., as investment banker; and Epiq Corporate
Restructuring, LLC, as claims agent.
On Sept. 6, 2018, an official committee of unsecured creditors was
appointed in the Debtors' cases. Brown Rudnick LLP represents the
Committee.
HOOPER HOLMES: Summit Health Buying All Assets for $27M
-------------------------------------------------------
Hooper Holmes, Inc. and affiliates ("Provant") ask the U.S.
Bankrutpcy Court for the Southern District of New York to authorize
the bidding procedures and the Stalking Horse Asset Purchase
Agreement in connection with the sale of substantially all assets
to Summit Health, Inc. for $27 million, plus the assumption of
certain liabilities, subject to certain adjustments, subject to
overbid.
Provant conducted an extensive and robust prepetition marketing,
solicitation, and sales process spanning several months. Those
efforts culminated in Provant entering into the Stalking Horse APA.
Given the exigencies of Provant's business operations and
financial condition, and the milestones in the Stalking Horse APA
and the Debtors' DIP financing agreement, the immediate sale of
Provant's assets as a going concern is the best possible way to
avoid a piecemeal liquidation of the assets of the estates, which
would result in significantly less value for all stakeholders and
likely the loss of jobs for most, if not all, of Provant's
employees.
Accordingly, Provant and its advisors developed bidding and auction
procedures for the sale of substantially all of its assets. Under
the Bidding Procedures, parties may submit bids for the acquisition
of substantially all of Provant's assets. The Bidding Procedures
are intended to preserve jobs and the business as a going concern,
and generate the greatest level of interest in purchasing the
assets resulting in the highest or otherwise best offer for the
Transferred Assets. Provant believes that the Stalking Horse APA
and the Bidding Procedures represent the best available option to
maximize value for Provant's various stakeholders.
On May 8, 2018, Provant retained Raymond James & Associates, Inc.
to serve as its investment banker and to market substantially all
of its assets. After extensive deliberations, significant
negotiations with the Stalking Horse Bidder, and multiple rounds of
revisions to the terms of the bid, Provant and its Board concluded
that they had received the best possible bid for the Transferred
Assets as a going concern that would maximize value for all of
Provant's stakeholders. As a result, the Board decided to proceed
with the Stalking Horse Bidder's bid as reflected in the Stalking
Horse APA.
By the Motion, Provant seeks, an order approving the Bidding
Procedures (a) authorizing and approving the Bidding Procedures;
(b) authorizing and approving certain bid protections in favor of
the Stalking Horse Bidder, including a break-up fee and an expense
reimbursement on the terms set forth in the Stalking Horse APA; (c)
scheduling the auction for the Transferred Assets, if necessary;
(d) scheduling a hearing with respect to the approval of the sale
of the Transferred Assets and notices related thereto; (e)
authorizing and approving the Assumption and Assignment Procedures;
(f) approving various deadlines in connection with the foregoing;
and (g) authorizing and approving (x) noticemof the Auction and
Sale Hearing to the Bidding Procedures Order, and (y) notice of the
proposed cure costs and the assumption and assignment of certain
contracts of the Debtors.
Additionally, at the conclusion of the Sale Hearing, the Debtors
also ask entry of the Sale Order authorizing and approving, (a) the
sale of the Transferred Assets free and clear of liens, claims,
interests, and other encumbrances, (b) the assumption and
assignment of certain executory contracts and unexpired leases of
the Debtors in connection therewith, and (c) granting related
relief.
The Stalking Horse APA represents a binding bid for substantially
all of the Debtors' assets. The total consideration to be realized
by the Debtors is $27 million, plus the assumption of certain
liabilities, subject to certain adjustments. No later than Aug.
28, 2018, the Stalking Horse Bidder will post a deposit in the
amount of 10% of the Cash Consideration with the Debtors.
In addition, pursuant to the terms of the Stalking Horse APA, the
Stalking Horse Bidder and the Debtors will execute a transition
services agreement ("TSA"), whereby the Debtors will provide
interim services to the Stalking Horse Bidder. The TSA not only
ensures a smooth post-closing transition of the Debtors' business,
but also preserves a number of key jobs for existing employees of
the Debtors at least through Dec. 31, 2018.
The Transferred Assets include, among other things, certain
executory contracts and unexpired leases and certain real property,
inventory, deposits, furniture and equipment, intellectual
property, books and records, and permits. In the event that the
sale to the Stalking Horse Bidder is consummated, the Debtors will
assume and assign the Assumed Contracts to the Stalking Horse
Bidder. With respect to cure costs to be paid in connection with
the assumption and assignment of the Assumed Contracts, (a) the
Stalking Horse Bidder is responsible for paying the first $300,000
of Cure Costs in the aggregate, (b) the Debtors are responsible for
paying all Cure Costs in excess of $300,000 in the aggregate and
less than $600,000 in the aggregate, and (c) in the event that Cure
Costs exceed $600,000 in the aggregate, the Stalking Horse APA
provides that (x) the Debtors and the Stalking Horse Bidder will
negotiate in good faith to determine the party responsible for
paying Cure Costs in excess of $600,000, and (y) the Debtors and
the Stalking Horse Bidder may terminate the Stalking Horse APA if
they cannot agree on the responsibility for payment of the excess
Cure Costs.
The Stalking Horse APA also includes a provision for the payment of
a break-up fee representing 3.5% of the Purchase Price and an
expense reimbursement up to a cap of $300,000, as an administrative
expense, upon the termination of the Stalking Horse APA, payable in
accordance with the terms thereof.
The Stalking Horse APA includes various customary representations,
warranties and covenants by and from the Debtors and the Stalking
Horse Bidder, as well as certain conditions to closing and rights
of termination. It also includes covenants, conditions, and
termination rights related to events in these Chapter 11 Cases.
The transactions contemplated by the Stalking Horse APA are subject
to approval by the Court and entry of the Bidding Procedures Order
and the Sale Order.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: Oct. 5, 2018 at 4:00 p.m. (ET)
b. Initial Bid: Must exceed the Purchase Price by the Minimum
Overbid Amount and the Break-Up Fee and Expense Reimbursement
c. Deposit: 10% of the proposed purchase price
d. Auction: If necessary, the auction will commence on Oct.
10, 2018 at 10:00 a.m. (ET) at the offices of Foley & Lardner LLP,
90 Park Avenue, New York, New York 10016-1314.
e. Bid Increments: $200,000
f. Sale Hearing: Oct. 9, 2018 (if Auction not conducted) and
Oct. 12, 2018 (if Auction conducted)
g. If no Qualified Bid other than the Stalking Horse Bid is
received in respect of the Transferred Assets, the Debtors will
cancel the Auction and ask approval of a sale to the Stalking Horse
Bidder at the Sale Hearing.
h. On Oct. 8, 2018 at 4:00 p.m. (ET), the Debtors will file a
notice designating the Baseline Bid on the Court's docket and
publish such notice on the website of their claims and noticing
agent and in the Data Room and/or distribute the same at the
Auction.
i. Sale Objection Deadline: Oct. 3, 2018 at 4:00 p.m. (ET)
Within one day after the entry of the Bidding Procedures Order, the
Debtors will file with the Court and serve on each non-Debtor party
to the Assumed Contracts the Cure Notice. Any Cure Objection or
any Adequate Assurance Objection must be filed with the Court and
served on the Objection Notice Parties by the Sale Objection
Deadline must be filed by Oct. 3, 2018 at 4:00 p.m. (ET).
The Debtors ask relief from the 14-day stay imposed by Bankruptcy
Rules 6004(h) and 6006(d).
A copy of the Stalking Horse APA and the Bidding Procedures
attached to the Motion is available for free at:
http://bankrupt.com/misc/Hooper_Holmes_18_Sales.pdf
The Purchaser:
SUMMIT HEALTH, INC.
c/o Quest Diagnostics Inc.
500 Plaza Drive
Secaucus, NJ 07094
Attn: SVP, Ventures, M&A and Strategy
- and -
SUMMIT HEALTH, INC.
c/o Quest Diagnostics Inc.
500 Plaza Drive
Secaucus, NJ 07094
Attn: General Counsel
The Purchaser is represented by :
J. Allen Overby, Esq.
Tatjana Paterno, Esq.
BASS, BERRY & SIMS PLC
150 Third Avenue South, Suite 2800
Nashville, TN 37201
E-mail: aoverby@bassberry.com
tpaterno@bassberry.com
About Hooper Holmes
Headquartered in Olathe, Kansas, Hooper Holmes, Inc., provides
comprehensive health and well-being programs offered through
organizations' sponsorship. Hooper Holmes, founded in 1899, is a
publicly-traded New York corporation (OTXQX: HPHW).
In 2015, Hooper Holmes acquired substantially all of the assets of
Accountable Health Solutions, Inc. In 2017, Hooper Holmes merged
with Provant Health Solutions, LLC.
Hooper Holmes, Inc., and its affiliates sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 18-23302) on Aug. 27,
2018. Hooper Holmes reported total assets of $30,232,000 and total
debt of $46,839,000 as of June 30, 2018.
The Hon. Robert D. Drain is the case judge.
Foley & Lardner LLP, led by Richard J. Bernard, John P. Melko, Jill
Nicholson, and Geoff Goodman, serves as counsel to the Debtors.
The Debtors also tapped Halperin Battaglia Benzija, LLP, as their
conflicts counsel; Spencer Fane LLP as securities counsel; Phoenix
Management Services as financial advisor; Raymond James &
Associates, Inc., as investment banker; and Epiq Corporate
Restructuring, LLC, as claims agent.
HOOPER HOLMES: SWK Complains of Losing Credit Bid Rights
--------------------------------------------------------
BankruptcyData.com reported that SWK Funding LLC filed with the
Court an objection to Hooper Holmes' bid procedures motion.
BankruptcyData related that SWK asserts, "SWK has been supportive
of a beneficial sale of substantially all of the Debtors' assets
and has committed to provide additional, postpetition financing to
allow the Debtors' to consummate such an additional, beneficial
asset sale. Indeed, SWK funded millions of dollars of additional
advances during the last three months in order to facilitate a
fulsome sale process. But, SWK's provision of financing was
intended to foster the consummation of a beneficial asset sale, not
just any asset sale. Accordingly, the DIP financing term sheet
governing SWK's provision of postpetition financing to the Debtors
contains customary covenants that require, among other things, that
the Debtors provide SWK with advanced notice of the Debtors'
proposed motion to approve procedures for the sale of substantially
all of the Debtor's assets, and that such motion be in a form
acceptable to SWK. Unfortunately, the Debtors failed to provide SWK
with advanced notice of their proposed motion to approve procedures
for the sale of substantially all of their assets and did not
provide SWK with sufficient opportunity to review such motion or
sale procedures. When SWK was able to review the Debtors' proposed
sale procedures (after the Bid Procedures Motion was filed with the
Court), SWK discovered that the Debtors' sale procedures contained
terms that arbitrarily strip SWK of its statutory credit bidding
rights by requiring all auction participants to confirm that their
bid will be an 'all-cash' offer. Of course, such an attempt to
arbitrarily strip SWK of its statutory credit bidding rights is
impermissible as a matter of law."
As previously reported by The Troubled Company Reporter, the
Debtors has a stalking horse asset purchase agreement with Summit
Health, Inc. for the sale of all their assets for $27 million in
cash, plus assumption of certain liabilities. The APA includes a
provision for a break-up fee for Summit Health of 3.5% of the
Purchase Price and an expense reimbursement of up to $300,000.
About Hooper Holmes
Headquartered in Olathe, Kansas, Hooper Holmes, Inc., provides
comprehensive health and well-being programs offered through
organizations' sponsorship. Hooper Holmes, founded in 1899, is a
publicly-traded New York corporation (OTXQX: HPHW).
In 2015, Hooper Holmes acquired substantially all of the assets of
Accountable Health Solutions, Inc. In 2017, Hooper Holmes merged
with Provant Health Solutions, LLC.
Hooper Holmes, Inc., and its affiliates sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 18-23302) on Aug. 27,
2018. Hooper Holmes reported total assets of $30,232,000 and total
debt of $46,839,000 as of June 30, 2018.
The Hon. Robert D. Drain is the case judge.
Foley & Lardner LLP, led by Richard J. Bernard, John P. Melko, Jill
Nicholson, and Geoff Goodman, serves as counsel to the Debtors. The
Debtors also tapped Halperin Battaglia Benzija, LLP, as their
conflicts counsel; Spencer Fane LLP as securities counsel; Phoenix
Management Services as financial advisor; Raymond James &
Associates, Inc., as investment banker; and Epiq Corporate
Restructuring, LLC, as claims agent.
On Sept. 6, 2018, an official committee of unsecured creditors was
appointed in the Debtors' cases. Brown Rudnick LLP represents the
Committee.
HOUSE OF FLOORS: Exclusive Plan Filing Period Moved to Oct. 29
--------------------------------------------------------------
The Hon. Mindy A. Mora of the U.S. Bankruptcy Court for the
Southern District of Florida, at the behest of House of Floors of
Palm Beach Inc., has extended the Debtor's exclusive periods in
which to file a plan and disclosure statement and to solicit
acceptances of such plan through and including October 29, 2018 and
December 28, 2018, respectively.
About House of Floors of Palm Beach
House of Floors of Palm Beach Inc. -- http://www.houseoffloors.com/
-- provides floorcovering installations & cleaning services to both
the commercial and residential industries. The company is based in
Boca Raton, Florida.
House of Floors of Palm Beach filed a Chapter 11 petition (Bankr.
S.D. Fla. Case No. 18-15236) on April 1, 2018. In the petition
signed by Donald Brodsky, president, the Debtor disclosed $1.09
million total assets and $1.73 million total debt. Judge Mindy A.
Mora is the case judge.
Robert C. Furr, Esq., at Furr & Cohen, is the Debtor's counsel.
Thomas Regan and the accounting firm of Moss, Krusick & Associates,
LLC, serve as accountants.
INFORMATICA LLC: S&P Affirms 'B' Sr. Secured Debt Rating
--------------------------------------------------------
S&P Global Ratings revised its outlook on Ithacalux S.a r.l, the
parent of Redwood City Calif.-based Informatica LLC, to positive
from stable, and affirmed its 'B-' issuer credit rating on the
company.
S&P said, "At the same time, we affirmed our 'B' rating on
Informatica's senior secured debt. The '2' recovery rating is
unchanged and indicates our expectation for substantial recovery
(70% to 90%; rounded estimate: 70%) in a payment default.
"Finally, we affirmed our 'CCC+' rating on Informatica's senior
unsecured debt. The '5' recovery rating is unchanged and indicates
our expectation for modest recovery (10% to 30%; rounded estimate:
15%) in a payment default.
"The outlook revision reflects our view that leverage could fall to
the low-8x area (excluding management's add-backs for deferred
revenue) by the end of 2018 if the upcoming fourth quarter is as
seasonally strong as we expect, and that leverage could fall
further to around 7x in 2019 on continued double-digit percent
revenue growth and margin expansion on operating leverage.
"The positive outlook reflects the company's strong performance in
the first half of 2018, supported by customers' implementation of
digital transformation strategies and a rebound in perpetual
license sales partly attributable to incentives from the 2017 U.S.
tax reform. We expect that these trends should continue into 2019
resulting in leverage around 7x, which is below our upgrade
threshold of 8x.
"We could raise the rating over the next 12 months if the company
can sustain leverage of less than 8x. This will likely occur if the
company can meet our forecast for revenue growth of around 10%,
consistent with pre-LBO growth rates, while maintaining or
expanding profitability from what we expect to see in 2018. Our
forecast is supported by the healthy growth we see in the overall
data integration segment, and by customer investment in digital
transformation.
"We could revise our rating outlook to stable if leverage remains
greater than 8x. This could occur if fourth quarter 2018 EBITDA is
not as seasonally strong as we expect. In 2017, fourth quarter
EBITDA was not seasonally strong because customers opted for
subscription pricing more than expected, which resulted in more
deferral of revenue and EBITDA into future periods. However, sales
of perpetual licenses have rebounded in 2018 so we are cautiously
optimistic that EBITDA will be seasonally strong in the fourth
quarter of 2018. Leverage could also remain greater than 8x if
customers pull back on digital transformation investments due to an
economic downturn, of it the company pursues debt-financed
acquisitions or shareholder returns."
INTRINSCI HOSPITALITY: Hires Eric A. Liepins as Counsel
-------------------------------------------------------
Intrinsci Hospitality, LLC, seeks authority from the U.S.
Bankruptcy Court for the Eastern District of Texas to employ Eric
A. Liepins, P.C., as counsel to the Debtor.
Intrinsci Hospitality requires Eric A. Liepins to represent the
Debtor and provide legal services in relation to the Chapter 11
bankruptcy proceedings.
Eric A. Liepins will be paid at these hourly rates:
Attorneys $275
Paralegals $30 to $50
Eric A. Liepins will be paid a retainer in the amount of $7,500,
and $1,717 filing fee.
Eric A. Liepins will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Eric A. Liepins, partner of Eric A. Liepins, P.C., 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.
Eric A. Liepins can be reached at:
Eric A. Liepins, Esq.
ERIC A. LIEPINS, P.C.
12770 Coit Road, Suite 1100
Dallas, TX 75251
Tel: (972) 991-5591
Fax: (972) 991-5788
About Intrinsci Hospitality
Intrinsci Hospitality, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. E.D. Tex. Case No. 17-42055-11) on September 12, 2018. The
Debtor is represented by Eric A. Liepins, Esq., at Eric A. Liepins,
P.C.
INVENERGY THERMAL I: S&P Assigns 'BB' Rating on $350MM Term Loan B
------------------------------------------------------------------
S&P Global Ratings assigned its 'BB' final ratings on Invenergy
Thermal Operating I LLC's $350 million term loan B due August 2025
and $65 million first-lien working capital facility due August
2023. The outlook is stable.
The recovery rating on this debt is '1', indicating S&P's
expectation for very high recovery (rounded estimate: 90%) in its
default scenario.
The 'BB' ratings on ITOI's $350 million term loan B due in 2025 and
its $65 million pari-passu first-lien working capital facility due
in 2023 reflect higher coverage levels compared to the facilities
being refinanced due to deleveraging, the addition of Grays Harbor
to the portfolio, and an updated base-case financial forecast that
reflects improved performance at Nelson. The project's resiliency
in S&P's downside case also improved considerably because of lower
leverage and a higher proportion of contracted revenues over the
course of the term loan B, reducing market risk.
With the refinancing, ITOI is reducing its debt and revolver to a
combined $415 million from $585 million, extending the maturity of
the term loan to 2025 from 2022, and lowering its interest expense.
The majority of the proceeds from the new term loan B, along with
$229 million of equity from the sponsor, will be used to repay the
existing $310 million term loan B and $205 million term loan C. The
equity contribution, which S&P views favorably, follows the
introduction of AMP Capital's Global Infrastructure Equity Platform
as a joint venture partner with Invenergy Clean Power LLC in a
50/50 partnership named Invenergy AMPCI Thermal Power LLC (the
"Sponsor"), which will wholly own ITOI. The working capital
facility will be $5 million less than the previous revolver.
S&P said, "The stable outlook reflects our expectation that
consolidated DSCRs will remain in the lower end of the 1.5x-2.5x
range during the next several years. In the next few years, we
expect that improved financial performance, due to higher capacity
factors at Nelson, could be offset by weaker performance at Grays
Harbor. Stable cash flows from the contracted assets will continue
to support debt service.
"We would lower the ratios if project spark spreads weaken,
capacity factors at Nelson decline, or Grays Harbor cannot realize
forecast energy margins or any capacity revenue after 2019, causing
minimum consolidated DSCRs to decline to the middle of the 1x-1.5x
range on a sustained basis. Persistent weaker operations,
especially higher operating expenses, at multiple plants could also
contribute to weaker ratios.
"We could raise the rating if power and capacity markets improve
significantly on a sustained basis, causing minimum consolidated
DSCRs to move to the middle of the 1.5x-2.5x range. However, even
if coverage improves at the ITOI level, given the cross default
between the projects and ITOI, we would only upgrade if the credit
quality of Hardee and St. Clair does not constrain the rating."
ITRANSPORT & LOGISTICS: Seeks Nov. 30 Exclusivity Extension
-----------------------------------------------------------
iTransport & Logistics, Inc. requests the U.S. Bankruptcy Court for
the District of Kansas for an extension of its exclusive time to
file a plan until Nov. 30, 2018.
Unless extended, the Debtor's exclusive time to file a Plan expires
Sept. 26, 2018.
The Debtor tells the Court that its initial counsel died Sept. 6,
2018. Substitute counsel has now been engaged and is becoming
familiar with the case.
The deadline to a file a Plan and Disclosure Statement is Jan. 23,
2019 and no extension is requested as to the Jan. 23 deadline.
The Debtor believes cause exists to extend the exclusive time to
file a plan. The Debtor asserts that new counsel must be given time
to become familiar with the case and evaluate plan possibilities,
as well as negotiate plan treatments.
The Debtor also asserts that it is more likely than not that the
Court will confirm a plan without a reasonable period of time.
About iTransport & Logistics
iTransport & Logistics, Inc., is a privately-held trucking company
running freight hauling business from Haysville, Kansas. It is a
small business debtor as defined in 11 U.S.C. Section 101(51D).
iTransport & Logistics sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Kan. Case No. 18-10505) on March 29,
2018. In the petition signed by Michael Owen, president, the
Debtor estimated assets of less than $1 million and liabilities of
less than $10 million. Judge Robert E. Nugent presides over the
case.
J & M SALES: Committee Taps Cooley LLP as Lead Counsel
------------------------------------------------------
The Official Committee of Unsecured Creditors of J & M Sales Inc.
and its affiliated debtors seeks authority from the U.S. Bankruptcy
Court for the District of Delaware to hire Cooley LLP as its lead
counsel.
Services required of Cooley are:
(a) attend the meetings of the Committee;
(b) review financial and operational information furnished by
the Debtors to the Committee;
(c) analyze and negotiate the budget and the terms of the
Debtors' use of cash collateral and debtor-in-possession
financing;
(d) assist in the Debtors' efforts to reorganize or sell their
assets in a manner that maximizes value for creditors;
(e) review and investigate prepetition transactions in which
the Debtors and/or their insiders were involved;
(f) assist the Committee in negotiations with the Debtors and
other parties in interest on the Debtors' proposed Chapter 11 plan
and/or exit strategy for these cases;
(g) confer with the Debtors' management, counsel, and
financial advisor and any other retained professional;
(h) confer with the principals, counsel and advisors of the
Debtors' lenders and equity holders;
(i) review the Debtors' schedules, statements of financial
affairs, and business plan;
(j) advise the Committee as to the ramifications regarding all
of the Debtors' activities and motions before this Court;
(k) file appropriate pleadings on behalf of the Committee;
(l) review and analyze the Debtors' financial advisors' work
product and report to the Committee;
(m) investigate and analyze certain of the Debtors'
prepetition conduct, transactions, and transfers;
(n) analyze the value of the go forward business;
(o) provide the Committee with legal advice in relation to the
chapter 11 cases;
(p) prepare various pleadings to be submitted to the Court for
consideration; and
(q) perform such other legal services for the Committee as may
be necessary or proper in these proceedings.
Current and adjusted hourly rates of the Cooley professionals are:
Hourly Rate Adjusted Hourly Rate
----------- --------------------
Jay R. Indyke, Partner $1,250 $900
Seth Van Aalten, Partner $940 $900
Michael Klein, Special Counsel $900
Max Schlan, Associate $865
Sarah Carnes, Associate $710
Joseph Brown, Associate $555
Mollie Canby, Paralegal $255
In accordance with Appendix B-Guidelines for Reviewing Applications
for Compensation and Reimbursement of Expenses Filed under 11
U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, Jay R.
Indyke disclosed that:
-- Cooley agreed to an hourly rate adjustment for all attorneys
working on these cases whose customary hourly rate is in excess of
$900 per hour will be reduced to $900 per hour;
-- None of the professionals included in the engagement vary
their rate based on the geographic location of the bankruptcy
case;
-- the firm has not represented the Committee in the 12 months
prepetition; and
-- the Committee has approved the budget and staffing plan from
August 16, 2018 through November 30, 2018.
Jay R. Indyke, partner of the law firm of Cooley LLP, attests that
Cooley does not have an interest adverse to the Debtors' estates
and is a "disinterested person," as that term is defined in section
101(14) of the Bankruptcy Code, as modified by Section 1103(b) of
the Bankruptcy Code.
The firm can be reached through:
Jay R. Indyke, Esq.
COOLEY LLP
1114 Avenue of the Americas
New York, NY 10036
Tel: (213) 479-6000
Fax: (213) 479-6275
Email: jindyke@cooley.com
svanaalten@cooley.com
About National Stores
National Stores is a 344-store chain in 22 U.S. states and Puerto
Rico. National Stores currently does business as Fallas, Fallas
Paredes, Fallas Discount Stores, Factory 2-U, Anna's Linen's by
Fallas, and Falas (spelled with single "l" in Puerto Rico).
Fallas, which emplolys 9,800 people, is a discount retailer
offering value-priced merchandise, including apparel, bedding and
household supplies. The brands of National Stores are located in
retail plazas, specialty centers, and downtown areas to serve the
communities its customers and staff members call home.
National Stores, Inc., and its affiliates sought Chapter 11
protection and Aug. 6, 2018, and announced that Hilco Merchant
Resources, LLC, is conducting going-out-of-business sales for 74
stores. The lead case is In re J & M Sales Inc. (Bankr. D. Del.
Lead Case No. 18-11801). J & M Sales estimated assets and debt of
$100 million to $500 million as of the bankruptcy filing.
The Hon. Laurie Selber Silverstein is the case judge.
The Debtors tapped Katten Muchin Rosenman LLP as general bankruptcy
counsel; Pachulski Stang Ziehl & Jones LLP as bankruptcy
co-counsel; Retail Consulting Services, Inc., as real estate
advisor; Imperial Capital, LLC, as investment banker; and Prime
Clerk LLC as the claims and noticing agent. SierraConstellation
Partners, LLC, is providing personnel to serve as chief
restructuring officer and support staff.
J & M SALES: Taps Retail Consulting Services as Real Estate Advisor
-------------------------------------------------------------------
J & M Sales Inc. and its affiliated debtors seek authority from the
U.S. Bankruptcy Court for the District of Delaware to hire Retail
Consulting Services, Inc., d/b/a RCS Real Estate Advisors, as real
estate advisor.
Services to be provided by RCS are:
a. prepare a Lease Portfolio Book organized by landlord and by
store showing current lease terms, sales, profits, and occupancy
cost and store contribution percentages relative to sales;
b. create a site ranking report by contribution, revenues, and
occupancy costs, etc.;
c. undertake an in-depth analysis of all leased real estate
assets. Such analysis will involve a review of each asset's
occupancy costs relative to sales volume, store profit
contribution, and rejection claims analyses. RCS will meet with
Debtors to discuss its analysis and establish goals and parameters;
d. assist Debtor in developing real estate goals and
parameters (Real Estate Action Plan) to determine store closures,
stores to keep under renegotiated terms and stores to go forward
with;
e. subsequent to the determination of the Real Estate Action
Plan, contact each designated landlord with respect to negotiation
of the said goals and parameters such as rent reductions, term
modifications, lease extensions and any other modification deemed
necessary for all of Debtors' leaseholds, or designated as
properties;
f. work with landlords and Debtors to document accurately all
lease modification proposals, and provide timely status reports
that will reflect current progress;
g. attend and participate in all Court hearings, Creditors'
Committee meetings, and meetings with Debtors and Debtors' Counsel
when requested to do so by Debtors;
h. coordinate all real estate matters with Debtors, Debtors'
Counsel and all other interested parties with respect to the Real
Estate Action Plan, progress and ongoing modifications to said
plan;
i. negotiate waivers, reductions or payout terms for
pre-petition cure amounts, which will be due and owing to landlords
at the time of assumption of subject lease or leases;
j. conduct negotiations with respect to mitigating the
lessor's allowed rejection claims;
k. offer for disposition, solely on terms and conditions
established by Debtors, all properties designated in writing by
Debtors on Exhibit "B" of the RCS Engagement Letter for sale or
other disposition on an "exclusive right to sell" basis. Debtors
shall have, and retain throughout the term of the RCS Engagement
Letter, the complete discretion and authority to accept or reject
any offer and withdraw any Disposition Properties from RCS's
marketing effort;
l. RCS' services with respect to the Disposition Properties
shall include:
i. On request, RCS will review all pertinent documents and
will consult with Debtors' counsel;
ii. RCS will create a marketing program and budget which may
include newspaper, magazine or journal advertising, letter and/or
flyer solicitation, placement of signs, direct telemarketing,
email, fax blasts and such other marketing methods as may be
necessary;
iii. RCS will use all professional contacts, mailing lists
and other resources available to RCS to market the Disposition
Properties. All marketing efforts, advertising, signs, flyers and
other marketing strategies shall be subject to Debtors' prior
approval as to form and content and shall be submitted to Debtors
for such approval prior to dissemination;
iv. RCS will prepare and disseminate all such marketing
materials, all of which shall have been approved by, and at the
sole cost and expense, of Debtors. RCS shall not incur any costs or
expenses with respect to the preparation or dissemination of
marketing materials except in accordance with the provisions and
limitations contained in the RCS Engagement Letter;
v. RCS will communicate with parties who have expressed an
interest in a Disposition Property and will endeavor to locate
additional parties who may have an interest in the purchase of a
Disposition Property. RCS shall provide to Debtors from
time-to-time an updated and current list of all parties which shall
have expressed interest in a disposition Property which list shall
include the name and address of each such party as well as the date
of initial contact with each such party;
vi. RCS will respond to and provide information necessary to
negotiate with and solicit offers from prospective purchasers
and/or settlements from landlords and shall make recommendations to
Debtors as to the advisability of accepting particular offers or
settlements;
vii. When requested, RCS will meet periodically with Debtors,
its accountants and attorneys, in connection with the status of its
efforts, and shall provide guidance to Debtors with respect to
methods to resolve issues and problems pertaining to the
disposition of Disposition Properties;
viii. If and when appropriate, RCS will coordinate and organize
the public bankruptcy hearing and/or auction and, where
appropriate, will seek to obtain the attendance of all interested
parties through direct communications, supplementing the required
notice process;
ix. RCS will work with the attorneys responsible for the
implementation of the proposed transaction, reviewing documents,
negotiating and assisting in resolving problems, which may arise;
x. If and when appropriate, RCS will, if required, appear in
Bankruptcy Court during the term of this retention, to testify or
to consult with Debtors in connection with the marketing or
disposition of a Disposition Property.
RCS professional fees are:
(a) For renegotiating the terms of any of Debtors' leases,
RCS' compensation shall be 5% of the difference between (i) the
original lease payment terms and (ii) the reduced rental payment
terms;
(b) For any non-financial lease modification (not involving
rent savings), such as lease extensions, deferred rent payments, or
shortening the lease term, RCS shall receive as compensation $3,500
per lease;
(c) Upon the closing of a transaction that disposes of any of
the Disposition Properties, RCS shall receive as compensation an
amount equal to (i) 4% of gross proceeds if no co-broker is used or
(ii) 5% of gross proceeds in the event a co-broker is used in which
case RCS will retain 3% of the gross proceeds and the co-broker
will receive 2% of the gross proceeds;
(d) For the waiver or reduction of prepetition cure amounts,
RCS shall be paid 4% of the total amount of such reduction. For the
waiver or reduction of a landlord claim under section 502(b)(6) of
the Bankruptcy Code, RCS shall be paid 4% of the savings of any
distribution on account of such claim that otherwise would have
been payable to the landlord;
(e) Upon request by Debtors for additional services not
specifically set forth in the RCS Engagement Letter, such as but
not limited to requests by Debtors for valuations or appraisals,
time spent in court or in depositions, RCS shall be compensated
hourly, not including travel time, as the following rates:
President $750; Senior Vice President: $650; Vice President: $550;
Paralegal: $375; and Administrators: $250.
Ivan Friedman, President and CEO of Retail Consulting Services,
Inc. d/b/a RCS Real Estate Advisors, attests that RCS is a
"disinterested person" within the meaning of section 101(14) of the
Bankruptcy Code, as required by section 327(a) of the Bankruptcy
Code, and does not hold or represent any interest adverse to
Debtors' estates.
The advisor can be reached through:
Ivan Friedman
Retail Consulting Services, Inc.
d/b/a RCS Real Estate Advisors
460 West 34th Street
New York, NY 10001
Tel: 212-239-1100
Fax: 212-269-5484
About National Stores
National Stores is a 344-store chain in 22 U.S. states and Puerto
Rico. National Stores currently does business as Fallas, Fallas
Paredes, Fallas Discount Stores, Factory 2-U, Anna's Linen's by
Fallas, and Falas (spelled with single "l" in Puerto Rico). Fallas,
which emplolys 9,800 people, is a discount retailer offering
value-priced merchandise, including apparel, bedding and household
supplies. The brands of National Stores are located in
retail plazas, specialty centers, and downtown areas to serve the
communities its customers and staff members call home.
National Stores, Inc., and its affiliates sought Chapter 11
protection and Aug. 6, 2018, and announced that Hilco Merchant
Resources, LLC, is conducting going-out-of-business sales for 74
stores. The lead case is In re J & M Sales Inc. (Bankr. D. Del.
Lead Case No. 18-11801). J & M Sales estimated assets and debt of
$100 million to $500 million as of the bankruptcy filing.
The Hon. Laurie Selber Silverstein is the case judge.
The Debtors tapped Katten Muchin Rosenman LLP as general bankruptcy
counsel; Pachulski Stang Ziehl & Jones LLP as
bankruptcy co-counsel; Retail Consulting Services, Inc., as real
estate advisor; Imperial Capital, LLC, as investment banker; and
Prime Clerk LLC as the claims and noticing agent.
SierraConstellation Partners, LLC, is providing personnel to serve
as chief restructuring officer and support staff.
JAMES QUEZADA: Court Allows IRS' $1.2MM Claim
---------------------------------------------
Bankruptcy Judge Tony M. Davis ruled against James Quezada and
Simona Quezada in the case captioned JAMES QUEZADA SIMONA QUEZADA,
Plaintiffs, v. INTERNAL REVENUE SERVICE, Defendant, Adv. Proc. No.
16-01101-TMD (Bankr. W.D. Tex.).
In March 2015, the Internal Revenue Service sent James Quezada a
Notice of Determination, concluding that Quezada owed over $1.2
million, including interest and late payment penalties.
About a year later, the Quezadas filed under chapter 11 of the
Bankruptcy Code. Soon after, the IRS filed a $1,269,561 proof of
claim. In response, the Quezadas filed the adversary proceeding to
determine the debt's dischargeability under section 523(a)(1), and
for declaratory relief from the taxes listed in the IRS proof of
claim under section 505(a)(1).
Quezada argues that by the time the IRS assessed his taxes, the
3-year statute of limitations had run, so the IRS is barred from
collecting on the alleged deficiency. Under the Internal Revenue
Code, the IRS must assess a tax within 3 years after the return
relating to that tax is filed, even if the return is filed late.
One exception to the general rule is that if no return is filed,
there is no limit on when the IRS must assess a tax.
The parties agree that the burden of proof for the defense lies on
Quezada. Quezada argues that his Forms 1040 and 1099 are "returns"
that, once filed, triggered the 3-year limitation. The IRS counters
that Quezada had to file Forms 945, and because the Forms 945 were
never filed the statute of limitations has not begun to run.
Because Quezada was required but failed to conduct backup
withholding and file Forms 945, the statute of limitations has not
begun to run. In Commissioner v. Lane-Wells, the taxpayer had filed
corporation tax returns on Form 1120 but did not file Form 1120H,
the return required for personal holding companies, because it
believed that it was unnecessary. The Supreme Court held that
because the taxpayer was subject to two liabilities, and thus
required to file two separate returns, the statute of limitations
did not begin to run with the filing of Form 1120.
Quezada argues that the proper analysis is the one announced by the
tax court in Beard v. Commissioner. Specifically, Quezada argues
that under Beard, the Forms 1040 and 1099 he filed are returns
sufficient to trigger the section 6501 statute of limitations. The
court in Beard analyzed Supreme Court cases to distill a "test to
determine whether a document is sufficient for statute of
limitations purposes." The elements are:
First, there must be sufficient data to calculate tax liability;
second, the document must purport to be a return; third, there must
be an honest and reasonable attempt to satisfy the requirements of
the tax law; and fourth, the taxpayer must execute the return under
penalties of perjury.
But all the cases Quezada cited that use the Beard analysis involve
only one liability, which, is not so here. Because there is more
than one liability here, Lane-Wells controls. Yet the same result
would be reached applying a Beard analysis.
The Debtor thus fails to prove at least two of the elements under
the Beard analysis, and also fails under the Lane-Wells analysis.
So the statute of limitations was not triggered by his filing of
Forms 1040 and Forms 1099, and the taxes assessed by the
Commissioner in the amount of $1,269,561.89 are valid, allowed, and
non-dischargeable.
A copy of the Court's Memorandum Opinion dated August 31, 2018 is
available at https://bit.ly/2xxdjil from Leagle.com.
James Quezada & Simona Quezada, Plaintiffs, represented by Michael
V. Baumer .
Internal Revenue Service, Defendant, represented by Thomas M.
Herrin , Tax Division.
James Quezada and Simona Quezada sought Chapter 11 protection
(Bankr. W.D. Tex. Case No. 16-10467) on April 21, 2016. The
Debtors tapped Michael V. Baumer, Esq., as counsel.
JASON FLY LOGGING: Agreement with MHC for Collateral Sale Approved
------------------------------------------------------------------
Jason Fly Logging, LLC asks the U.S. Bankruptcy Court for the
Northern District of Mississippi to authorize its agreement with
MHC Financial Services, Inc., providing for disposition of the
collateral of MHC.
MHC is a creditor of the Debtor by virtue of the Security Agreement
Retail Installment Sale Contract, dated Sept. 29, 2014, signed by
the Debtor, for the purchase of that 2015 KW/T680 Truck, VIN:
1XKYDP9X4FJ425891, which Contract was assigned to MHC for value and
in good faith; that the Contract grants MHC a first lien upon and
security interest in the Truck which security interest is perfected
by notation of MHC's lien on the Certificate of Title; and that at
the date the case was filed, the payoff balance on that loan was
$44,955; and that the Debtor continues to possess and/or utilize
the Truck post-petition.
The Debtor desires to minimize the remaining adequate protection
payments due to MHC pursuant to the Agreed Order Providing Adequate
Protection and Other Relief, dated May 14, 2018, decrease insurance
coverage under their policy and to avoid any deficiency claim with
respect to the subject loan, and that Dragon Woodland Corp. has a
current need for the Truck, and that Debtor is agreeable to the
current sale of the Truck to Dragon Woodland and related remittance
of proceeds to MHC upon the terms and conditions provided in the
Motion.
The material provisions of the Agreed Order are:
(A.) Within seven days after the Agreed Order becomes final,
the Debtor will sell the Truck to Dragon Woodland for the price of
$42,000, without warranty or recourse. The entire purchase price
of $42,000 will be remitted to MHC on the date of the closing by
wire transfer according to such instructions as MHC may provide.
The Debtor will execute and deliver to Dragon Woodland at closing a
bill of sale conveying the Truck to Dragon Woodland. MHC will
retain its lien on the Truck until its receipt and collection of
said purchase price. Within 21 days after MHC's receipt of said
purchase price, MHC will deliver to Dragon Woodland the certificate
of title for the Truck with its lien released.
(B.) In the event that for whatever reason the sale to Dragon
Woodland does not close and MHC does not receive and collect the
entire purchase price of $42,000 within seven days after the Agreed
Order becomes final, then on the eighth day after the Agreed Order
becomes final the Truck will be deemed automatically abandoned from
the bankruptcy estate and the automatic stay of Section 362 of the
Bankruptcy Code will be automatically and immediately terminated as
to MHC, the Truck, and the proceeds thereof without further notice,
hearing or order from the Court, or any further act on the part of
any person or entity.
(C.) Upon such relief from the automatic stay: (i) MHC will
thereupon be allowed to exercise all of its rights and remedies
pursuant to its agreements with Debtor and applicable
non-bankruptcy law; (ii) Debtor will immediately cease use of the
Truck; (iii) Debtor will promptly inform MHC as to the location of
the Truck; and (iv) at MHC's option, the Debtor will immediately
surrender possession of the Truck to MHC or its designee and/or
Debtor will return the Truck to MHC's designee for MHC's account.
(D.) A. During the interim between the entry of the Agreed
Order until the sale to Dragon Woodland has closed and the purchase
proceeds have been received and collected by MHC, or until the
automatic stay has terminated, whichever occurs first, the Prior
Agreed Order will remain in full force and effect, and without
limitation the adequate protection payments due thereunder from and
after Aug. 15, 2018, will continue to be made as provided therein,
except that such payments will be sent to MHC's attorney to be held
in his firm's trust account and then remitted as hereinafter
provided in the Order. Provided, however, if the sale of the Truck
occurs and the purchase proceeds have been timely received and
collected by MHC all as provided herein, then MHC's attorney will
return to the Debtor's attorney (within five business days of MHC's
collection of such proceeds) the adequate protection payments
received by MHC's attorney for Aug. 15, 2018 and thereafter. If
MHC does not timely receive and collect the purchase proceeds for
the sale of the Truck as provided in the Order, MHC's attorney will
remit such adequate protection payments to MHC, and there will be
no obligation to return such payments to the Debtor.
(E.) Unless and until MHC receives and collects the entire
$42,000 referenced above, MHC will continue to retain all of its
rights as a secured creditor in the Bankruptcy Case, including
without limitation the rights to object to any Disclosure
Statement, to object to the confirmation of any Plan of
Reorganization or Liquidation, and to vote regarding any such
Plan.
(F.) The provisions of the Agreed Order and any payments made
and actions taken pursuant to the provisions of the Agreed Order
(including, without limitation, termination of the automatic stay)
will be binding upon any future trustee appointed in the case under
Chapter 11 or any Chapter to which the case is converted.
(G.) The Agreed Order will become immediately effective upon
the entry thereof, and the provisions of Fed. R. Bankr. P 4001 (a)
(3) and/or 6004(h) are to be waived as to the Order and any relief
from stay pursuant to the terms thereof.
About Jason Fly Logging
Established in 2010, Jason Fly Logging, LLC, is a privately-held
logging company in Batesville, Mississippi. Jason Fly Logging
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
N.D. Miss. Case No. 18-10483) on Feb. 12, 2018. In the petition
signed by Jason Fly, member, the Debtor estimated assets and
liabilities of $1 million to $10 million. Judge Jason D. Woodard
presides over the case. Toni Campbell Parker, Esq., in Memphis,
Tennessee, serves as counsel to the Debtor.
JEFFREY BERGER: Proposes $2.5 Million Sale of Long Coulee Ranch
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Jeffrey W. Berger and Tami M. Berger ask the U.S. Bankruptcy Court
for the District of Montana to authorize the sale of the real
property located in Wibaux County, Montana, known as the Long
Coulee Ranch, together with all fixtures and improvements of every
nature including houses and outbuildings, all water, water rights
and ditch rights appurtenant thereto, all right, title and
interest, reversionary or otherwise, in and to all roads,
easements, streets, and way in, upon or bounding the real property,
and rights of ingress and egress thereto, to James R. Arthaud,
Trustee of the James R. Arthaud Revocable Trust, for $2.5 million.
The lien holders on the Property are (i) past due property taxes
totaling $4,330 due to the Wibaux County, Montana Treasurer; and
(ii) Bank of Colorado, whose secured claim is currently scheduled
at $24,648,274 pursuant to its proof of claim on file with the
Court. The Bank's claim does not reflect payments made to the Bank
resulting from two sales previously approved by the Court and
closed by the Debtors which resulted in payments to the Bank of
Colorado in the total amount of approximately $6,578,150.
The Debtors entered into a listing contract with Bill Bahny with
Bahny and Associates.
The Debtors have executed a Buy/Sell Agreement with the Buyer for
the sale of the Property. It is in the best interest of the
creditors of the case that the Court approves the sale as
described. The property being sold is not necessary for the
Debtors' ongoing business operations.
The Debtors project the proceeds of sale to be paid as follows:
Gross sales proceeds: $2,500,000
Less estimated commissions (6%): -$ 150,000
Less past due property tax: -$ 4,330
Less accrued but not due and
prorated property taxes (est.): -$ 1,749
Less Estimated closing
costs (est.): -$ 12,500
Net sale proceeds: $2,331,421
The Debtors contend that after sale, the Bank of Colorado will
continue to have perfected liens on real estate and personal
property collateral valued in excess of $32,660,037. As described,
the estimated net sales proceeds to be paid the Bank of Colorado
based upon the proration, is $2,331,421. The proration is based on
estimated costs of closing and property taxes; in the event these
estimates are not correct, the sales proceeds at closing to the
Bank of Colorado under the above allocation will not be less than
$2,325,000 without further order of the Court.
A copy of the Agreement attached to the Motion is available for
free at:
http://bankrupt.com/misc/JEFFREY_BERGER_343_Sales.pdf
The Purchaser:
James R. Arthaud, Trustee of the James
R. Arthaud Revocable Trust
14630 River Drive
Medora, ND 58645
Jeffrey W. Berger and Tami M. Berger sought Chapter 11 protection
(Bankr. D. Mont. Case No. 18-60032) on Jan. 16, 2018. The Debtor
tapped PATTEN, PETERMAN, BEKKEDAHL & GREEN P.L.L.C., as counsel.
The Court appointed Bill Bahny with Bahny and Associates and Erik
Peterson with Proven Realty, LLC as Brokers.
JEREMY STUTES: Selling 1991 Sea Ray 420 Sundancer
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Jeremy and Rachel Stutes ask the U.S. Bankruptcy Court for the
District of Connecticut to authorize the sale of a power boat
described as a 1991 Sea Ray 420 Sundancer.
An asset of the bankruptcy estate is the Vessel valued in Schedule
A/B pursuant to the Debtor's estimate in the sum of $40,000. The
Vessel presently is dry-docked at Coastal Funding Company, LLC,
doing business as Mystic Downtown Marina located at 31 Water
Street, Mystic, Connecticut. The Vessel is titled in the name of
Rachel Stutes.
Respondent USAA Federal Savings Bank maintains its main office at
10750 McDermott Freeway, San Antonio, TX 78288. The Bank has filed
certain claims docketed herein as Claims No. 11 and 12. On
information and belief, the Respondent asserts an additional claim
allegedly secured by the Vessel.
The Debtors wish to market the Vessel for sale. Simultaneously
with the Motion, the Debtors have filed their Motion to Retain
Broker for this purpose. They believe that the following alleged
claim, lien or encumbrance may affect the estate's interest is said
Vessel: A loan in the original principal amount of $50,925 from the
Bank to Rachel Trendel Stutes with an approximate balance of
$48,273 per the statement with a closing date of Jan. 24, 2018, and
allegedly perfected by the recordation of a UCC Financing Statement
in the Connecticut Secretary of State's Office at 30 Trinity
Street, Hartford, CT 06106.
The Debtors desire to sell the Vessel free and clear of the
interest, claims and liens of the Bank and in connection therewith
the Debtors assert that the claim of Bank is in a bona fide
dispute.
A copy of the Certificate of Documentation attached to the Motion
is available for free at:
http://bankrupt.com/misc/Jeremy_Stutes_62_Sales.pdf
Counsel for the Debtors:
Carl T. Gulliver, Esq.
COAN, LEWENDON, GULLIVER & MILTENBERGER, LLC
495 Orange Street
New Haven, CT 06511
Telephone: (203)624-4756
Facsimile: (203)865-3673
E-mail: cgulliver@coanlewendon.com
Jeremy and Rachel Stutes filed their voluntary petition under
Chapter 7 of the Bankruptcy Code on Jan. 31, 2018. The case was
converted to Chapter 11 (Bankr. D. Conn. Case No. 18-2013) on June
1, 2018.
JUQUILA MEXICAN: Hires Ortiz & Ortiz LLP as Counsel
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Juquila Mexican Cuisine Corp. seeks authority from the U.S.
Bankruptcy Court for the Eastern District of New York to hire Ortiz
& Ortiz, L.L.P. as counsel.
Services to be rendered by O & O are:
(a) perform all necessary services as Debtor's counsel that
are related to the reorganization and the bankruptcy estate;
(b) assist the Debtor in protecting and preserving estate
assets during the pendency of the chapter 11 case, including the
prosecution and defense of actions and claims arising from or
related to the estate and/or the Debtor's reorganization;
(c) prepare all documents and pleadings necessary to ensure
the proper administration of its case; and
(d) perform all other bankruptcy-related necessary legal
services.
O & O will be paid at these rates:
Partners $450
Associates $350
Paralegals $85
Norma E. Ortiz, partner at Ortiz & Ortiz, L.L.P., attests that O &
O neither represents nor has any connection to any creditor or
party in interest of the Debtor, other than in the ordinary course
of its business.
The counsel can be reached through:
Norma E Ortiz
Ortiz & Ortiz LLP
32-72 Steinway Street, Suite 402
Astoria, NY 11103
Tel: (718) 522-1117
Fax: (718) 596-1302
E-mail: email@ortizandortiz.com
About Juquila Mexican Cuisine Corp.
Juquila Mexican Cuisine Corp. owns and operates a restaurant
located in Jackson Heights, Queens County, New York.
Juquila Mexican Cuisine Corp. filed a voluntary petition (Bankr.
E.D.N.Y. Case No. 18-44976) on Aug. 29, 2018, listing under $1
million in both assets and liabilities.
Ortiz & Ortiz, L.L.P., led by Norma E. Ortiz, is the Debtor's
counsel.
KANTIS ENTERPRISES: U.S. Trustee Unable to Appoint Committee
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No official committee of unsecured creditors has been appointed in
the Chapter 11 cases of Kantis Enterprises, LLC and Kantis
Universal, LLC as of Sept. 17, according to a court docket.
About Kantis Enterprises and
Kantis Universal
Kantis Enterprises, LLC and Kantis Universal, LLC are
privately-held limited liability companies in the office
administrative services industry. The companies are based in Palm
Beach, Florida.
Kantis Enterprises and Kantis Universal sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Lead Case No.
18-19896)) on August 15, 2018.
At the time of the filing, Kantis Enterprises disclosed that it had
estimated assets of less than $100,000 and liabilities of $1
million to $10 million. Kantis Universal disclosed $1 million in
assets and liabilities.
Judge Mindy A. Mora presides over the cases. Craig I. Kelley,
Esq., at Kelley & Fulton, P.L., is the Debtors' counsel.
KASSIS DEVELOPMENT: Taps Stephen Orchard as Legal Counsel
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Kassis Development Group Inc. seeks approval from the U.S.
Bankruptcy Court for the Southern District of Florida to hire the
Law Offices of Stephen Orchard as its legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; represent the Debtor in negotiation with its
creditors in the preparation of a bankruptcy plan; and provide
other legal services related to its Chapter 11 case.
Stephen Orchard, Esq., 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:
Stephen P. Orchard, Esq.
Law Offices of Stephen Orchard
2255 Glades Road, Suite 324A
Boca Raton, FL 33431
Tel: (561) 455-7961
E-mail: sporchard@orchardlaw.com
About Kassis Development Group Inc.
Kassis Development Group Inc. listed its business as single asset
real estate (as defined in 11 U.S.C. Section 101 (51B)). The
company owns in fee simple two vacant lands in Pompano Beach,
Florida, with an aggregate current value of $684,000.
Kassis Development Group sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-20114) on August 20,
2018. In the petition signed by Antoine Kassis, president, the
Debtor disclosed $689,502 in assets and $1,142,163 in liabilities.
Judge John K. Olson presides over the case.
KRAUS BRANDS: Commences Proceedings Under CCAA
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Kraus Brands Inc., Kraus Canada Ltd., Kraus Carpet Inc., Kraus
Properties Inc., Kraus USA Inc., and Strudex Inc. sought and
obtained an initial order under the Companies' Creditors
Arrangement Act from the Ontario Superior Court of Justice
(Commercial List).
Pursuant to the Initial Order, Deloitte Restructuring Inc. has been
appointed Monitor. The Initial Order also provides for a stay of
proceedings for an initial 30 day period subject to further
extensions by the Court.
According to court documents, in recent years, the Kraus Group's
performance has been negatively impacted by a change in consumer
preferences and a downturn in the carpet manufacturing industry
generally. Since 2014, the Kraus Group has sustained substantial
losses. As of July 31, 2018, the Kraus Group's liabilities, as
recorded on its balance sheet, exceed its assets by at least $46.7
million. The Kraus Group is insolvent and in default of its
obligations to its secured lenders. Immediately prior to the
commencement of these proceedings, Kraus Group entered into a form
of forbearance agreement with their senior secured lender.
The forbearance agreement, and these proceedings generally,
contemplate a CCAA filing to permit the continue operation of, and
to facilitate a going concern sale of, an important Kraus Group
business division, the "trading product sales" division. The
proposed sale, for which court approval will be sought on Sept. 18,
2018, is the product of an extensive sale process commenced in
March 2018 and supervised by Deloitte Corporate Finance Inc.
Globe Newswire reported that Q.E.P. Co. Inc. entered into a
definitive asset purchase agreement to acquire the hard surface and
carpet tile distribution business of the Kraus Group. The Kraus
Group is seeking approval of the transaction under the Companies
Creditor's Arrangement Act in Canada and the United States
Bankruptcy Court. Subject to such approvals and other standard
closing conditions, the transaction is expected to be completed in
early October 2018.
If you have any questions regarding this matter, please contact
Deloitte Restructuring Inc. at:
Deloitte Restructuring Inc.
Bay Adelaide East
8 Adelaide Street, West, Suite 200
Toronto,ON M5H 0A9
Graham Page
Tel: (416) 354-0883
Fax: (416) 601-6690
Email: kraus@deloitte.ca
Paul Casey
Tel: (416) 775-7172
Email: paucasey@deloitte.ca
Canadian Counsel for the Monitor:
Miller Thomson LLP
40 King Street West, Suite 5800
Toronto, Ontario M5H 3S1
Gregory R. Azeff
Tel: (416) 595-2660
Email: gazeff@millerthomson.com
Stephanie De Caria
Tel: (416) 595-2652
Email: sdecaria@millerthomson.com
Canadian Counsel to the Kraus Group:
Cassels Brock & Blackwell LLP
40 King Street West, Suite 2100
Toronto, Ontario M5H 3C2
Larry Ellis
Tel: (416) 869-5406
Email: lellis@casselsbrock.com
David Ward
Tel: (416) 869-5960
Email: dward@casselsbrock.com
Erin Craddock
Tel: (416) 860-6480
Email: ecraddock@casselsbrock.com
Sam Massie
Tel: (416) 860-6736
Email: smassie@casselsbrock.com
Canadian Counsel for Q.E.P. Co., Inc.:
Bennet Jones LLP
100 King Street West, Suite 3400
Toronto, Ontario M4X 1A4
Raj Sahni
Tel: (416) 777-4804
Email: sahnir@bennettjones.com
Ian Michael
Tel: (416) 777-5778
Email: michaeli@bennettjones.com
A copy of the initial order and copies of materials filed in the
restructuring proceedings are available on the Monitor's website at
http://www.insolvencies.deloitte.ca/en-ca/kraus
Kraus Group makes premium carpet for the commercial and residential
market.
LA CASA DE PEDRO: Hires Thomas P. Kiley to Prepare 2017 Tax Returns
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La Casa de Pedro, Inc. seeks authority from the U.S. Bankruptcy
Court for the District of Massachusetts to hire Thomas P. Kiley,
Certified Public Accountant for the limited purpose of preparing
the 2017 Corporate Income Tax Returns.
Mr. Kiley will be paid $3,250.00 for his service.
Thomas P. Kiley, CPA, assures the Court that he is disinterested as
that term is defined in 11 U.S.C. Sec. 101(14).
The accountant can be reached through:
Thomas P. Kiley, CPA
Kiley & Co.
P.O. Box 30
Warren, RI 02885
Phone: (401) 432-6773
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.
LEMEN INC: U.S. Trustee Unable to Appoint Committee
---------------------------------------------------
No official committee of unsecured creditors has been appointed in
the Chapter 11 case of Lemen, Inc. as of Sept. 17, according to a
court docket.
About Lemen Inc.
Lemen, Inc., based in Fort Pierce, FL, filed a Chapter 11 petition
(Bankr. S.D. Fla. Case No. 18-19540) on August 4, 2018. The Hon.
Erik P. Kimball presides over the case. Brian K. McMahon, Esq., at
Brian K. McMahon, P.A., serves as bankruptcy counsel.
In its petition, the Debtor estimated $1 million to $10 million in
both assets and liabilities. The petition was signed by Elizabeth
Mendez, president. The Debtor tapped Brian K. McMahon, P.A., as
its bankruptcy attorney.
LIQUID HOLDINGS: Trustee Transfers Claims vs LTWL, et al., Tossed
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In the case captioned ALFRED T. GIULIANO, in his capacity as
Chapter 7 trustee, Plaintiff, v. BRIAN FERDINAND, BRIAN M. STORMS,
RICHARD SCHAEFFER, KENNETH D. SHIFRIN, JAY H. BERNSTEIN, DARREN C.
DAVY, DAVID R. FRANCESCANI, WALTER F. RAQUET, THOMAS R. ROSS,
VICTOR R. SIMONE, JR., DENNIS A. SUSKIND, ALLAN B. ZAVARRO, SANDLER
O'NEIL & PARTNERS, L.P., FERDINAND HOLDINGS LLC, LT WORLD LIMITED,
LLC, ROBERT KELLER, CMK HOLDINGS, LLC, SCHAEFFER HOLDINGS, LLC and
SHAF HOLDINGS, LLC, Defendants, Adv. Pro. No. 17-50662 (KG) (Bankr.
D. Del.), Bankruptcy Judge Kevin Gross grants the Defendants'
motion for reconsideration and dismisses the Sixth Claim without
prejudice. The Court also dismisses the Eighth Claim which is
related to Code Section 544 and the Sixth Claim.
The Court issued an Opinion and Order on June 6, 2018, on all
defendants' motions to dismiss the adversary proceeding. The Court
dismissed a number of claims and denied dismissal of other claims.
Among its rulings, the Court denied the motions to dismiss the
Sixth Claim -- Avoidance of Transfers and the Eighth Claim --
Recovery of Transfers. The Chapter 7 Trustee, who is the plaintiff
in the adversary proceeding, brought the Sixth Claim and the Eighth
Claim, inter alia, against the following defendants: Brian
Ferdinand, LT World Limited, LLC, and Ferdinand Holdings LLC;
Richard Schaeffer, Schaeffer Holdings LLC and SHAF Holdings LLC;
and Robert Keller and CMK Keller Holdings LLC.
In the Opinion, the Court neglected to address the Moving
Defendants' arguments in favor of dismissal of the Sixth Claim and
Eighth Claim. As a result, the Moving Defendants have moved for
reconsideration of the Court's rulings on the Sixth Claim and the
Eighth Claim in the Opinion and Order.
Here, the Court neglected to rule on aspects of the Moving
Defendants' motions to dismiss the Sixth Claim and the Eighth
Claim. In addition, the Court did in fact inadvertently "overlook"
the Moving Defendants' arguments in support of their motions to
dismiss and will grant reconsideration to correct its error and to
prevent manifest injustice.
The Trustee's allegation, that there is at least one creditor,
falls well short of the requirements of the Bankruptcy Code. The
Trustee does not allege, as Section 544(b)(1) requires, that there
is a creditor holding an allowable unsecured claim on the petition
date. Nor is there any allegation that such a creditor could have
asserted a fraudulent transfer claim against the Moving Defendants
if there were no bankruptcy case.
Accordingly, the Court grants reconsideration and dismisses the
Sixth Claim without prejudice. The Court also dismisses the Eighth
Claim which is related to Code Section 544 and the Sixth Claim. The
Trustee can move to amend the Sixth Claim and the Eighth Claim as
to the Moving Defendants only. In other words, the Court's
Memorandum Order does not authorize a motion to amend beyond the
Sixth Claim and the Eighth Claim or beyond the Moving Defendants.
A copy of the Court's Memorandum Order dated Sept. 4, 2018 is
available at https://bit.ly/2D9HstU from Leagle.com.
Liquid Holdings Group, Inc., Debtor, represented by Victoria A.
Guilfoyle -- guilfoyle@blankrome.com. -- Blank Rome LLP & Michael
B. Schaedle -- schaedle@blankrome.com -- Blank Rome LLP.
Alfred Thomas Giuliano, Trustee, represented by David W. Carickhoff
-- dcarickhoff@archerlaw.com -- Archer & Greiner P.C., S. Alexander
Faris, Archer & Greiner, P.C. & Ronald S. Gellert, Gellert Scali
Busenkell & Brown, LLC.
U.S. Trustee, U.S. Trustee, represented by Linda J. Casey , Office
of United States Trustee &Natalie M. Cox , United States Department
of Justice.
About Liquid Holdings Group
Liquid Holdings Group, Inc. (otc pink:LIQD) --
http://www.liquidholdings.com-- a SaaS provider of investment
management solutions for the buy side, on Jan. 28 disclosed that it
and its subsidiary Liquid Prime Holdings, LLC, each filed a
voluntary petition in the United States Bankruptcy Court for the
District of Delaware seeking relief under the provisions of Chapter
11 of the United States Bankruptcy Code.
The cases are Liquid Holdings Group, Inc., Case No. 16-10202
(Bankr. D. Del.) and Liquid Prime Holdings, LLC, Case No. 16-10203
(Bankr. D. Del.).
The Company's counsel in Chapter 11 is Blank Rome LLP. The Company
has engaged Carl Marks Advisory Group, LLC as its bankruptcy
financial advisor and SenaHill Advisors, LLC as its investment
banker.
LIQUIGARD TECHNOLOGIES: Hires Susan D. Lasky, PA as Counsel
-----------------------------------------------------------
Liquiguard Technologies, Inc. seeks authority from the U.S.
Bankruptcy Court for the Southern District of Florida, Fort
Lauderdale Division, to hire Susan D. Lasky of the law firm of
Susan D. Lasky, PA as counsel.
Professional services the attorney will render are:
(a) give advice to the Debtor with respect to their powers and
duties as Debtor and the continued management of her financial
affairs;
(b) advise the Debtor with respect to her responsibilities in
complying with the U.S. Trustee's Operating Guidelines and
Reporting Requirements and with the rules of the court;
(c) prepare motions, pleadings, orders, applications,
adversary proceedings, and other
legal documents necessary in the administration of the case;
(d) protect the interest of the Debtor in all matters pending
before the court; and
(e) represent the Debtor in negotiation with her creditors in
the preparation of a Plan.
Susan D. Lasky, Esq., attorney at the law firm of Susan D. Lasky,
PA, attests that neither she nor her firm represent an interest
adverse to the Debtor or the estate.
The counsel can be reached through:
Susan D. Lasky, Esq.
SUSAN D. LASKY, PA
915 Middle River Dr Suite 420
Ft Lauderdale, Fl 33304
Phone: 954-400-7474
Fax: 954-206-0628
E-mail: Sue@SueLasky.com
About LiquiGuard Technologies
LiquiGuard Technologies, Inc., develops high quality coatings that
are safe to use and easy to apply for any consumer at home or in
the workplace.
LiquiGuard Technologies filed a voluntary petition under Chapter
11, Title 11 of the United States Code (Bankr. S.D. Fla. Case No.
18-19449) on Aug. 2, 2018, estimating under $1 million in assets
and liabilities. Susan D. Lasky, Esq. at Susan D. Lasky, P.A., is
the Debtor's counsel.
LITTLEFIELD PHYSICAL: Hires Messina & Hankin as Counsel
-------------------------------------------------------
Littlefield Physical Therapy, Inc., seeks authority from the U.S.
Bankruptcy Court for the Central District of California to employ
Messina & Hankin, LLP, as counsel to the Debtor.
Littlefield Physical requires Messina & Hankin to:
a. advise the Debtor with respect to the requirements and
provisions of the Bankruptcy Code, Federal Rules of
Bankruptcy Procedure, Local Bankruptcy Rules, U.S. Trustee
Guidelines and other applicable requirements which may
affect the Debtor;
b. assist the Debtor in preparing and filing Schedules and
Statement of Financial Affairs, complying with and
fulfilling the U.S. Trustee requirements, and prepare other
documents as may be required after the initiation of a
Chapter 11 petition;
c. assist the Debtor in the preparation of a disclosure
statement and formulation of a Chapter 11 plan of
reorganization;
d. advise the Debtor concerning the rights and remedies of the
estate and of the Debtor in regard to adversary proceedings
which may be removed to, or initiated in, the Bankruptcy
Court; and
e. represent the Debtor in any proceeding or hearing in the
Bankruptcy Court in any action where the rights of the
estate or the Debtor may be litigated, or affected.
Messina & Hankin will be paid at these hourly rates:
Attorneys $385
Paralegals $70
Prepetition, Messina & Hankin received a retainer in the amount of
$25,000, plus $1,717 filing fee. Of that retainer, $4,081 was
applied to prepetition services and expenses, leaving and balance
of $20,919 which is maintained in the Firm's trust account.
Messina & Hankin will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Evan L. Smith, partner of Messina & Hankin, LLP, 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.
Messina & Hankin can be reached at:
Evan L. Smith, Esq.
MESSINA & HANKIN, LLP
24910 Las Brisas Road, Suite 102
Murrieta, CA 92562
Tel: (951) 894-7332
Fax: (951) 346-3334
E-mail: JMessina@MessinaHankinLaw.com
About Littlefield Physical Therapy
Littlefield Physical Therapy, Inc., filed a Chapter 11 bankruptcy
petition (Bankr. C.D. Cal. Case No. 18-16636) on August 6, 2018,
disclosing under $1 million in both assets and liabilities. The
Debtor is represented by Evan L. Smith, Esq., at Messina & Hankin,
LLP.
LIVER RIVER HEALTHCARE: S. Goodman Named as Patient Care Ombudsman
------------------------------------------------------------------
BankruptcyData.com reported that the U.S. Trustee filed with the
Court a notice of appointment of a Patient Care Ombudsman. The
notice states, "Pursuant to . . . the order directing the
appointment of Patient Care Ombudsman entered by this Court on
March 26, 2018, the United States Trustee hereby appoints [Susan N.
Goodman] as the Patient Care Ombudsman."
About Little River Healthcare Holdings
Little River Healthcare Holdings, LLC and its subsidiaries operate
two rural hospitals -- one in Rockdale, Texas, and the other in
Cameron, Texas. They also currently operate imaging centers,
surgery centers, physical rehabilitation centers, and physician
practices, most of which operate in the Central Texas market.
Little River and its subsidiaries sought protection under Chapter
11 of the Bankruptcy Code (Bankr. W.D. Tex. Case Nos. 18-60525 to
18-60532) on July 24, 2018. In the petitions signed by CRO Ronald
Winters, Little River estimated assets of less than $50,000 and
liabilities of $10 million to $50 million. Judge Ronald B. King
presides over the case. Waller Lansden Dortch & Davis, LLP, is the
Debtors' legal counsel. Duane Morris, LLP, is the special counsel.
MAC CHURCHILL: Hires Weaver & Tidwell as Accountant
---------------------------------------------------
Mac Churchill, Inc. d/b/a Mac Churchill Acura seeks authority from
the U.S. Bankruptcy Court for the Northern District of Texas, Fort
Worth Division, to hire Weaver & Tidwell, LLP, d/b/a Weaver as
accountants.
Services Weaver will provide are:
a. provide provisional services related to the preparation and
delivery of federal and state tax compliance packages for the 2017
tax year;
b. assist the Debtor with the collection of tax data, review
various data calculations necessary to prepare the required state
income and franchise tax returns as requested;
c. provide services for the 2018 tax year, including the
preparation of year end estimates, compliance, coordination, and
related tax consulting;
d. provide advice, answers to questions on federal, state, and
local tax matters, including research, discussions, preparation of
memoranda, and attendance at meetings relating to such matters, as
mutually determined to be necessary; and
e. provide advice and or assistance with respect to matters
involving the Internal Revenue Service or other tax authorities on
an as-needed or as-requested basis.
Weaver's hourly billing rates are:
Partner $470.00
Senior Manager $355.00
Manager $285.00
Senior Associate $240.00
Associate $195.00
Mark Walker, partner at Weaver & Tidwell, LLP d/b/a Weaver, attests
that Weaver is a "disinterested person," as defined in section
101(14) of the Bankruptcy Code and as required by section 327(a) of
the Bankruptcy Code.
The firm can be reached through:
Mark Walker
Weaver & Tidwell, LLP d/b/a Weaver
2821 West 7th Street, Suite 700
Fort Worth, TX 76107
Phone: 817-332-7905
Fax: 817-429-5936
About Mac Churchill
Mac Churchill, Inc., doing business as Mac Churchill Acura --
https://www.macchurchill.com/ -- is a family-owned and operated
dealership offering new and pre-owned vehicles. The company serves
Denton, Arlington, Dallas, Irving, and Grapevine drivers from its
Fort Worth, Texas location. Mac Churchill also provides a number
of complimentary services, including a first-time oil change for
new car buyers, shuttle transportation within five miles, and a
loaner vehicle for repairs over two hours.
Mac Churchill, Inc., sought Chapter 11 protection (Bankr. N.D. Tex.
Case No. 18-41988) on May 21, 2018. In the petition signed by Mac
N. Churchill, president, the Debtor estimated assets and
liabilities in the range of $10 million to $50 million.
Judge Mark X. Mullin is assigned to the case.
The Debtor tapped John Y. Bonds, III, Esq., Joshua N. Eppich, Esq.,
and Brandon J. Tittle, Esq., at Bonds Ellis Eppich Schafer Jones
LLP, as counsel. Kelley Hart & Hallman, LLP as the Debtor's
special litigation counsel.
MAURICE SPORTING: Needs Additional Time for Further Plan Talks
--------------------------------------------------------------
Maurice Sporting Goods, Inc. (formerly known as Maurice Sporting
Goods, Inc.) and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Delaware to further extend the Exclusive
Periods for the filing of a chapter 11 plan and solicitation of
acceptances thereto through and including December 17, 2018 and
February 12, 2019, respectively.
The initial focus of these Chapter 11 Cases was to facilitate an
orderly sale of substantially all of the Debtors' assets as a going
concern following a fair and robust marketing and sale process.
On December 28, 2017 the Court entered the Sale Order approving the
sale of substantially all of the Debtors' assets to an affiliate of
Middleton Management Company, Inc., pursuant to that certain Asset
Purchase Agreement. The Court also approved and authorized the
Debtors to enter into that certain Transition Services Agreement
with the Purchaser.
The Debtors closed the Sale on December 29, 2017. Upon closing, the
Transition Services Agreement took effect, and the Purchaser is
facilitating the sale of the Debtors' remaining inventory in
accordance with the APA and Sale Order. In addition to its role
providing limited transition services in connection with these
sales and the transition of their business, the Debtors are now in
the process of winding down their estates, including through the
reconciliation of claims against their estates and the formulation
of a potential liquidating plan for the distribution of the
proceeds generated by the Sale.
Since the filing of the Second Extension Motion, the Debtors have
continued to wind-down their estates and set the stage for a
chapter 11 plan of liquidation by, among other things:
(1) Continuing to coordinate the post-closing inventory sales
contemplated by the Sale with the Purchaser and the Debtors'
lenders, and overseeing reconciliation of the same on behalf of the
Debtors' estates;
(2) Providing certain transition services contemplated and
required by Purchaser in connection with the Sale;
(3) Rejecting non-assigned leases and executory contracts as
they are no longer required to provide transition services to
Purchaser;
(4) Negotiating an updated wind-down budget with the Debtors'
lenders;
(5) Reviewing and analyzing the administrative, priority and
secured claims filed against the Debtors' estates, and filing
multiple objections to claims that not only are necessary to ensure
an accurate claims register, but also are necessary for the Debtors
(or any party) to propose a viable chapter 11 plan that observes
the absolute priority rule; and
(6) Working with the Committee to develop a viable plan of
liquidation that enjoys the support of the Committee.
More recently, the Debtors have been focused on an analysis of the
claims filed against them in these Chapter 11 Cases, some of which
present complex issues of international law, and filing objections
to certain of these claims necessary to facilitate a viable plan of
liquidation.
The Debtors believe that, in light of the progress that they have
made in these Chapter 11 Cases, and their demonstrated efforts to
work cooperatively the Committee and the U.S. Trustee during these
Chapter 11 Cases, it is reasonable and appropriate that the Debtors
be granted additional time to negotiate and finalize a chapter 11
plan. Accordingly, the Debtors submit that this factor weighs in
favor of allowing the Debtors to extend the Exclusive Periods.
About Maurice Sporting Goods
Maurice Sporting Goods, Inc., established in 1923, is a
family-owned distributor of outdoor sporting goods specializing in
fishing; marine; sports licensed products and souvenirs; outdoor
gifts and decor; hunting; and camping and outdoor recreation.
Collectively, Maurice Sporting Goods services more than 15,000
store fronts across the United States, Canada, South America, and
Europe.
Maurice Sporting Goods, Inc., and 4 affiliated companies sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 17-12481) on
Nov. 20, 2017. Maurice Sporting Goods estimated $10 million to $50
million in total assets and $100 million to $500 million in total
liabilities.
The Debtors' cases have been assigned to Judge Christopher S.
Sontchi.
The Debtors tapped Young Conaway Stargatt & Taylor, LLP, as
counsel; Patrick J. O'Malley of Development Specialists, Inc., as
restructuring advisor; Silverman Consulting as financial advisor;
Livingstone Partners LLC as investment banker; and Epiq Bankruptcy
Solutions, LLC, as claims, solicitation and balloting agent.
MEDEX PATIENT: Authorized to Use Cash Collateral on Interim Basis
-----------------------------------------------------------------
The Hon. Charles M. Walker of the U.S. Bankruptcy Court for the
Middle District of Tennessee has signed an interim agreed order
authorizing Medex Patient Transport, LLC's use of cash collateral.
Medex is authorized to use cash collateral during the Interim
Period, only to pay its customary operating expenses. Medex is
further authorized to use cash collateral to pay amounts and/or any
fees payable to the Clerk of the Court and to the United States
Trustee.
Medex will make periodic weekly payments to Platinum Rapid Funding
Group, Inc. in the amount of $500 each Friday, commencing on the
entry of this Interim Agreed Order and continuing on each Friday of
every week thereafter until modified by subsequent order of the
Court. In consideration of such payments, to the extent applicable,
Platinum agrees not to assert its right to collect or have allowed
interest at the default rate for each month for which such payments
are timely made.
Medex will provide to Platinum on a monthly basis a report on the
accrual basis showing actual results for the month compared to the
budgeted results for the same month.
In an effort to avoid the cost and uncertainty of litigation,
Platinum will immediately release to Debtor a portion of the funds
previously seized by Platinum in Medex's Wells Fargo account
totaling $7,928 which funds Platinum maintains are not property of
the Debtor's estate.
Platinum will be entitled to retain $5,000 of the funds previously
seized by Platinum from Medex's Wells Fargo account and such funds
will immediately be turned over to Platinum to reduce the
outstanding balance of amounts due from the Debtor.
A full-text copy of the Interim Order is available at
http://bankrupt.com/misc/tnmb18-03189-179.pdf
About Medex Patient Transport
Medex Patient Transport, LLC, d/b/a Caliber Care + Transport --
https://www.caliberpatientcare.com/ -- is a non-emergency medical
transport company that provides services including ambulatory,
wheelchair, and stretcher transport. Caliber is based in Music City
USA, Nashville, with 30 locations throughout Atlanta, GA;
Bentonville, AR; Birmingham, AL; Cleveland, OH; Columbus, OH;
Dallas, TX; Ft Myers, FL; Houston, TX; Knoxville, TN; LaFayette,
GA; Memphis, TN; Montgomery, AL; Nashville, TN; Pinellas County,
FL; St. Louis, MO; San Jose, CA; and Winston-Salem, NC.
Medex Patient Transport filed a Chapter 11 petition (Bankr. M.D.
Tenn. Case No. 18-03189) on May 10, 2018. In the petition signed
by Klein Calvert, chief manager, the Debtor disclosed $515,901 in
total assets and $2.33 million in total liabilities. The case is
assigned to Judge Charles M. Walker.
Joseph P. Rusnak, Esq., at Tune, Entrekin & White, P.C., is the
Debtor's bankruptcy counsel; and Brad Shipe, Esq. and Shipe Dosik
Law LLC as special franchisee counsel.
No official committee of unsecured creditors has been appointed in
the Chapter 11 case.
MIDOCEAN CREDIT V: Moody's Rates Ba3 Rating on Class E-R Notes
--------------------------------------------------------------
Moody's Investors Service has assigned the following ratings to the
following notes issued by MidOcean Credit CLO V:
US$256,000,000 Class A-R Floating Rate Notes due 2028 (the "Class
A-R Notes"), Assigned Aaa (sf)
US$40,000,000 Class B-1-R Floating Rate Notes due 2028 (the "Class
B-1-R Notes"), Assigned Aa2 (sf)
US$23,250,000 Class E-R Deferrable Floating Rate Notes due 2028
(the "Class E-R Notes"), Assigned Ba3 (sf)
The Issuer is a managed cash flow collateralized loan obligation
(CLO). The issued notes are collateralized primarily by a portfolio
of senior secured, broadly syndicated corporate loans.
MidOcean Credit Fund Management LP manages the CLO. It directs the
selection, acquisition, and disposition of collateral on behalf of
the Issuer.
RATINGS RATIONALE
Moody's ratings on the Refinancing Notes address the expected
losses posed to noteholders. The ratings reflect the risks due to
defaults on the underlying portfolio of assets, the transaction's
legal structure, and the characteristics of the underlying assets.
The Issuer has issued the Refinancing Notes on September 13, 2018
in connection with the refinancing of certain classes of notes
previously issued on the Original Closing Date. On the Refinancing
Date, the Issuer used the proceeds from the issuance of the
Refinancing Notes to redeem in full the Refinanced Original Notes.
Methodology Underlying the Rating Action:
The principal methodology used in these ratings was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
August 2017.
Factors That Would Lead to an Upgrade or Downgrade of the Ratings:
The performance of each class of the Issuer's notes is subject to
uncertainty relating to certain factors and circumstances, and this
uncertainty could lead Moody's to change its ratings:
1) Macroeconomic uncertainty: CLO performance is subject to
uncertainty about credit conditions in the general economy.
2) Collateral Manager: Performance can also be affected positively
or negatively by a) the Manager's investment strategy and behavior
and b) differences in the legal interpretation of CLO documentation
by the Manager or other transaction parties owing to embedded
ambiguities.
3) Collateral credit risk: Investing in collateral of better credit
quality, or better than Moody's expected credit performance of the
assets collateralizing the transaction can lead to positive CLO
performance. Conversely, a negative shift in the credit quality or
performance of the collateral can have adverse consequences for CLO
performance.
4) Deleveraging: During the amortization period, the pace of
deleveraging from unscheduled principal proceeds is an important
source of uncertainty. Deleveraging of the CLO could accelerate
owing to high prepayment levels in the loan market and/or
collateral sales by the Manager, which could have a significant
impact on the ratings. Note repayments that are faster than Moody's
current expectations will usually have a positive impact on CLO
notes, beginning with those notes having the highest payment
priority.
5) Recovery of defaulted assets: Fluctuations in the market value
of defaulted assets could result in volatility in the deal's
overcollateralization levels. Further, the timing of recovery
realization and whether the Manager decides to work out or sell
defaulted assets create additional uncertainty. Realization of
recoveries that are either materially higher or lower than assumed
in Moody's analysis would impact the CLO positively or negatively,
respectively.
6) Weighted average life: The notes' ratings can be sensitive to
the weighted average life assumption of the portfolio, which could
lengthen owing to any decision by the Manager to reinvest into new
issue loans or loans with longer maturities, or participate in
amend-to-extend offerings. Life extension can increase the default
risk horizon and assumed cumulative default probability of CLO
collateral.
7) Weighted Average Spread (WAS): CLO performance can be sensitive
to WAS, which is a key factor driving the amount of excess spread
available as credit enhancement when a deal fails its
over-collateralization or interest coverage tests. A decrease in
excess spread, including as a result of losing the net interest
benefit of LIBOR floors, or because market conditions make it
difficult for the deal to source assets of appropriate credit
quality in order to maintain its WAS target, would reduce the
effective credit enhancement available for the notes.
Loss and Cash Flow Analysis:
Moody's modeled the transaction using a cash flow model based on
the Binomial Expansion Technique, as described in "Moody's Global
Approach to Rating Collateralized Loan Obligations."
The key model inputs Moody's used in its analysis, such as par,
weighted average rating factor, diversity score, weighted average
recovery rate, and weighted average spread, are based on its
published methodology and could differ from the trustee's reported
numbers. For modeling purposes, Moody's used the following
base-case assumptions
Performing par and principal proceeds balance: $399,138,546
Defaulted par: $2,137,602
Diversity Score: 58
Weighted Average Rating Factor (WARF): 2919 (corresponding to a
weighted average default probability of 24.72%)
Weighted Average Spread (WAS): 3.44%
Weighted Average Recovery Rate (WARR): 48.5%
Weighted Average Life (WAL): 6.25 years
Moody's incorporates the default and recovery properties of the
collateral pool in cash flow model analysis where they are subject
to stresses as a function of the target rating on each CLO
liability reviewed. Moody's derives the default probability from
the credit quality of the collateral pool and Moody's expectation
of the remaining life of the collateral pool. The average recovery
rate for future defaults is based primarily on the seniority of the
assets in the collateral pool. In each case, historical and market
performance and the collateral manager's latitude for trading the
collateral are also factors.
MIDWAY OILFIELD: Hires Waldron & Schneider PLLC as Counsel
----------------------------------------------------------
Midway Oilfield Constructors, Inc., seeks authority from the U.S.
Bankruptcy Court for the Southern District of Texas, Houston
Division, to hire Waldron & Schneider, PLLC as counsel for the
Debtor from Aug. 15, 2018, through Sept. 8, 2018.
Services to be rendered by Waldron are:
a) advise the Debtor with respect to its rights, duties and
powers in this case;
b) assist and advise the Debtor in its consultations relative
to the administration of this case;
c) assist the Debtor in analyzing the claims of the creditors
and in negotiating with such creditors;
d) assist the Debtor in the analysis of and negotiations with
any third party concerning matters relating to, among other things,
the terms of plans of reorganization;
e) represent the Debtor at all hearings and other
proceedings;
f) review and analyze all applications, orders, statements of
operations and schedules filed with the Court and advise the Debtor
as to their propriety;
g) assist the Debtor in preparing pleadings and applications
as may be necessary in furtherance of the Debtor's interests and
objectives; and
h) perform such other legal services as may be required and
are deemed to be in the interests of the Debtor in accordance with
the Debtor's powers and duties as set forth in the Bankruptcy
Code.
Kimberly A. Bartley, partner of Waldron & Schneider, attests that
her firm is a "disinterested person" as that term is defined in
Sec. 101(14) of the Bankruptcy Code.
Waldron & Schneider has received from the Debtor a retainer of
$45,000.00, which was remitted on August 13, 2018. Waldron &
Schneider was paid $10,000.00 in fees and expenses prior to the
Petition Date. As of the filing of the Debtor's bankruptcy case,
Waldron & Schneider was not owed any fees and expenses by the
Debtor, and $35,000.00 of the Retainer remained in the client trust
account.
The firm can be reached through:
Kimberly A. Bartley
WALDRON & SCHNEIDER, PLLC
15150 Middlebrook Drive
Houston, TX 77058
Tel: 281-488-4438
Fax: 281-488-4597
E-mail: kbartley@ws-law.com
About Midway Oilfield Constructors
Midway Oilfield Constructors, Inc., provides construction services
to the upstream, midstream, and downstream sectors of the oil and
gas industry. Based out of Midway, Texas, Midway provides services
across the State of Texas and Oklahoma.
On Aug. 15, 2018, Midway Oilfield Constructors filed its voluntary
petition for relief under Chapter 11 of the Bankruptcy Code (S.D.
Tex. Case No. 18-34567). The Hon. Marvin Isgur is the case judge.
WALDRON & SCHNEIDER, L.L.P., led by Kimberly Anne Bartley, is the
Debtor's counsel. The Debtor estimated $1 million to $10 million
in assets and $10 million to $50 million in liabilities.
MISSIONARY ASSEMBLY: Tenth Final Cash Collateral Order Entered
--------------------------------------------------------------
The Hon. Elizabeth D. Katz of the U.S. Bankruptcy Court for the
District of Massachusetts has signed her tenth and final order
authorizing David M. Nickless, the Chapter 11 Trustee of Missionary
Assembly of God of Marlborough to continue using cash collateral in
a manner substantially consistent with budget.
The approved Budget provides total expenses in the aggregate sum of
$137,585 for the month of September 2018. The Trustee will not use,
sell, lease, or otherwise dispose of collateral other than in the
ordinary course of business as authorized by the Court in an order
granting the Trustee authority to pay creditors.
The obligations to BFC Marlborough having been satisfied in full at
the time of the sale of the Real Property, BFC no longer has an
interest in any cash collateral.
Thus, there being no remaining secured creditor other than the
United States Government, by and through its agency the Internal
Revenue Service, the Order will automatically terminate as moot
upon submission by the Trustee of an Affidavit of payment by the
Trustee of the claim filed by the Internal Revenue Service.
A full-text copy of the Order is available at
http://bankrupt.com/misc/mab17-41182-260.pdf
About Missionary Assembly of
God of Marlborough Inc.
Missionary Assembly of God of Marlborough Inc. is a religious
corporation as defined by Massachusetts law, and a Sec. 501(c)(3)
charitable organization that operates as church for Christian
fellowship. Its financial problems stem in part from a decline in
attendance, but mostly from the fact that the mortgage on the
property was a short-term, balloon mortgage which came due.
Missionary Assembly of God filed a Chapter 11 bankruptcy petition
(Bankr. D. Mass. Case No. 17-41182) on June 28, 2017.
In the petition signed by Andre Bouzada Ornelas, Vice President,
the Debtor estimated under $50,000 in assets and liabilities.
The Hon. Elizabeth D. Katz presides over the case.
The Debtor hired David G. Baker, Esq., at the Law Office of David
G. Baker, as counsel; and Income Tax Plus as its accountant.
David M. Nickless, Esq., was appointed Chapter 11 trustee for the
Debtor.
MLLD TRUCKING: Continued Farming Operations to Fund Latest Plan
---------------------------------------------------------------
MLLD Trucking, LLC filed with the U.S. Bankruptcy Court for the
District of Nebraska filed its third amended plan of
reorganization.
Class 2B under the third amended plan consists of the Allowed Claim
of Element Financial Corp/ECN Capital assigned to PNC Equipment
Finance, LLC. The claim is in the approximate amount of $50,980.50.
The allowed claim on the personal property will be paid in
accordance with the Stipulation entered into between PNC and the
Debtor.
The holder of the Class 2C Allowed Claim, Lease Consultants Corp.,
holds security interest in a Hotsey Model 1453 pressure washer and
has filed a secured claim in the amount of $5,810. The allowed
secured claim will be amortized over seven years at the Till rate
of 65% with annual payments to be reamortized to commence the first
year following the date of confirmation.
The Debtor will make payments from continued farming operations and
trucking with equipment owned by MLLD Farms, Inc. and/or Mark A.
Dobish.
A copy of the Third Amended Plan is available at:
http://bankrupt.com/misc/neb17-41612-88.pdf
About MLLD Trucking LLC
MLLD Trucking, LLC is a motor carrier located in Pleasanton,
Nebraska.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Neb. Case No. 17-41612) on October 12, 2017. Mark
A. Dobish, its president, signed the petition.
At the time of the filing, the Debtor disclosed that it had
estimated assets of less than $50,000 and liabilities of less than
$500,000.
Judge Thomas L. Saladino presides over the case. Wolfe, Snowden,
Hurd, Luers & Ahl, LLP is the Debtor's legal counsel.
MOEINI CORP: Unsecureds to Recoup 8% Under Proposed Plan
--------------------------------------------------------
Moeini Corporation filed a disclosure statement to accompany its
proposed plan of reorganization.
Moeini Corporation will continue to operate its IHOP restaurant
business in Gulf Breeze and Pensacola Florida. Subsequent to the
Effective Date of the Plan and subject to the limitation contained
in the Plan, the Reorganized Debtor has reserved in the Plan the
right to move its location, to close its location, to change its
business operations, to sell its business, to sell its inventory,
to sell some or all of its equipment, and to take any action it
deems appropriate to enhance its chances to successfully complete
this Plan.
Under the Plan, the Reorganized Debtor intends, at this time, to
retain title to certain of its furniture, machinery, fixtures,
equipment, and buildings. However, in the Plan, the Reorganized
Debtor reserves the right to sell all or a portion of its assets in
or out of the ordinary course of business after confirmation of its
Plan without supervision by the Court.
Secured Creditors will receive 100% of their allowed claims plus
interest. Unsecured creditors, exclusive of insider claims will
receive 8% percent of their claims.
Payments under the proposed Plan will be made from Moeini
Corporations' future income derived from the continued operation of
its business, from the sale of certain commercial property and
equipment, and from the cash paid by Mr. Moeini for the purchase of
shares of stock in this Reorganized Debtor.
A full-text copy of the Disclosure Statement is available for free
at:
http://bankrupt.com/misc/alsb17-04073-196.pdf
About Moeini Corporation
Moeini Corporation is a franchisee of IHOP restaurants with
locations in the Alabama and Florida market. The Debtor sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.
Ala. Case No. 17-04073) on October 26, 2017. Mehdi Moeini, its
president, signed the petition. At the time of the filing, the
Debtor estimated assets and liabilities of $1 million to $10
million.
MOHDSAMEER ALJANEDI: PCO Files 6th Interim Report
-------------------------------------------------
Tamar Terzian, as the successor Patient Care Ombudsman (PCO) for
Mohdsameer Aljanedi Dental Corporation, dba Beachside Dental Group,
filed a sixth interim report for the period of June 15, 2018 to
July 31, 2018. The PCO recommends that the Debtor maintain all
survey/audit materials for review and assure all patient records
show signature of receipt of Patient's Rights. The PCO concluded
that, for the sixth interim period, the Debtor is in compliance and
the PCO finds that all care provided to the patients by Beachside
Dental Group is within the standard of care. The PCO will continue
to monitor and is available to respond to any concerns or questions
of the Court or interested party.
A copy of the PCO's Sixth Interim Report from PacerMonitor.com is
available at https://tinyurl.com/y8n8v25u at no charge.
About Mohdsameer Aljanedi Dental
Beachside Dental Group is a multi-specialty dental company offering
a wide range of dental services, including general and cosmetic
dentistry, dental sedation, periodontics' gum specialist,
orthodontics, endodontics, oral surgery, pedodontics,
prosthodontics, and laser dentistry. The Company's gross revenue
amounted to $1.65 million in 2016 and $1.50 million during the year
prior that.
Mohdsameer Aljanedi Dental Corporation, d/b/a Beachside Dental
Group, previously sought bankruptcy protection (Bankr. C.D. Cal.
Case No. 13-30138) on Aug. 9, 2013.
Mohdsameer Aljanedi Dental again filed a Chapter 11 petition
(Bankr. C.D. Cal. Case No. 17-14089) on Oct. 15, 2017. The
petition was signed by Mohdsameer Aljanedi, president. At the time
of filing, the Debtor disclosed $1.50 million in total assets and
$3.78 million in liabilities. The case is assigned to Judge Mark
S. Wallace. The Debtor is represented by Michael R. Totaro, Esq.,
at Totaro & Shanahan.
On October 20, 2017, the Court approved the appointment of
Constance R Doyle as Patient Care Ombudsman for Mohdsameeer Aljandi
Dental Corporation, d/b/a Beachside Dental Group.
MRPC CHRISTIANA: Hires Certified Asset Appraisals as Appraiser
--------------------------------------------------------------
MRPC Christiana LLC seeks authority from the U.S. Bankruptcy Court
for the District of New Jersey to hire Certified Asset Appraisals,
Inc., as appraiser.
Debtor requires an appraisal and inventory of the furniture,
fixture and equipment items located at 56 South Old Baltimore Pike,
Newark, Delaware 19702. Access Point Financial, Inc., asserts a
lien on all of the Debtor's FF&E. As such, Debtor believes it is
reasonable, necessary, and appropriate that an appraisal and
inventory of the FF&E be done as soon as possible.
Certified Asset Appraisals is to visit the Debtor's real property
and provide a physical inventory, appraisal and final report as to
the value of the FF&E.
A flat fee of $3,000 inclusive of all expenses for the preparation
of an appraisal which will be paid in advance of the appraisal.
Ken Fancolly, founder of Certified Asset Appraisals, attests that
his firm is a disinterested person under 11 U.S.C. Sec. 101(14) and
does not represent or hold any interest adverse to the debtor or
the estate with respect to the matter for which he/she will be
retained under 11 U.S.C. Sec. 327(e).
The appraiser can be reached through:
Ken Fancolly
Certified Asset Appraisals, Inc.
2205 West 122nd Street
Leawood, KS 662009
Phone: (913) 291-0120
About MRPC Christiana
Based in Elizabeth, New Jersey, MRPC Christiana, LLC, filed for
relief under chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case
No. 18-26567) on Aug. 17, 2018. At the time of filing, the Debtor
estimated $10 million to $50 million in both assets and
liabilities. Trenk DiPasquale Della Fera & Sodono, P.C., led by
Richard D. Trenk, serves as the Debtor's counsel.
MURRIN ENTERPRISES: U.S. Trustee Unable to Appoint Committee
------------------------------------------------------------
The Office of the U.S. Trustee on Sept. 17 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of Murrin Enterprises.
About Murrin Enterprises
Murrin Enterprises sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Pa. Case No. 18-10759) on July 26,
2018. At the time of the filing, the Debtor disclosed that it had
estimated assets of less than $500,000 and liabilities of less than
$100,000. Judge Thomas P. Agresti presides over the case. The
Debtor tapped Rowden Law Office as its legal counsel.
NEXEO SOLUTIONS: S&P Places 'B' ICR on CreditWatch Positive
-----------------------------------------------------------
On Sept. 19, 2018, S&P Global Ratings placed its ratings, including
the 'B' issuer credit rating, on Woodlands, Texas-based chemicals
and plastics distributor Nexeo Solutions LLC on CreditWatch with
positive implications.
The CreditWatch placement follows the announcement that chemical
distributor Univar plans to acquire Nexeo for $2 billion. The
transaction is contingent on shareholder and regulatory approval.
S&P expects the transaction to close in the next 6-12 months. Based
on public comments by management, S&P expects all of Nexeo's debt
to be fully repaid and refinanced at the Univar level around close
of the acquisition.
S&P said, "We expect to resolve the CreditWatch following
completion of the transaction. Assuming the transaction closes and
all debt at Nexeo Solutions is repaid, we would likely raise the
ratings on Nexeo Solutions to bring them in line with Univar. We
would then withdraw all our ratings on Nexeo Solutions.
"If the transaction does not close, we would likely affirm the 'B'
issuer credit rating, assuming operating performance and credit
measures remain within our expectations."
NORTH DALLAS: Seeks Authority on Interim Cash Collateral Use
------------------------------------------------------------
North Dallas Pain and Wellness, PL LC, asks the U.S. Bankruptcy
Court for the Eastern District of Texas for interim authority to
use the cash collateral in accordance with the budget.
The Debtor filed bankruptcy in order to address a large tax debt
owed to the Internal Revenue Service. All of the Debtor's assets,
including its accounts receivable, are encumbered by tax liens in
favor of the IRS.
The Debtor has also financed a portion of its accounts receivable
with Small Business Term Loans, Inc. ("BFS Capital"). BFS Capital
asserts liens on the accounts receivable of the Debtor.
In order to operate, the Debtor must be able to use the cash
proceeds of its receivables to pay its employees and other expenses
of operation. Such proceeds are arguably the cash collateral of the
IRS and/or BFS Capital within the meaning of 11 U.S.C. Section
363(a).
The Debtor proposes to adequately protect the interest of the IRS
and BFS Capital in any prepetition collateral by granting each
party replacement liens in estate property pursuant to 11 U.S.C.
Section 361(2). Subject to prior perfected and unavoidable liens
and security interests, if any, and only to the extent of any
actual diminution in the value of BFS Capital's or the IRS'
interests in cash collateral as a result of the Debtor's use
thereof, the Debtor proposes to grant the Replacement Liens upon
all property and assets of the estate in which the IRS or BFS
Capital held a validly perfected and non-avoidable lien or right of
setoff as of the Petition Date. The Debtor, however, does not
propose to grant any liens in avoidance actions under Chapter 5 of
the Bankruptcy Code or the proceeds thereof.
A full-text copy of the Debtor's Motion is available at
http://bankrupt.com/misc/txeb18-41566-8.pdf
About North Dallas Pain and Wellness
North Dallas Pain and Wellness PLLC operates a chiropractic clinic
in the North Dallas area, working with individuals and patients
referred by other physicians and by attorneys in cases of personal
injury.
North Dallas Pain and Wellness filed a Chapter 11 bankruptcy
petition (Bankr. E.D. Tex. Case No. 18-41566) on July 20, 2018. In
the petition signed by Daniel Soto, vice-president, the Debtor
estimated under $1 million in assets and liabilities. The Debtor
is represented by Gary G. Lyon, Esq.
NORTHERN OIL: S&P Affirms 'B-' Issuer Credit Rating, Outlook Pos.
-----------------------------------------------------------------
S&P Global Ratings affirmed its 'B-' issuer credit rating on
Minnetonka-based oil and gas E&P company Northern Oil and Gas Inc.
S&P revised the outlook to positive from negative.
S&P said, "At the same time, we assigned a 'B+' issue-level rating
and '1' recovery rating to Northern Oil and Gas Inc.'s $700 million
8.5% second-lien notes due 2023. The '1' recovery rating indicates
our expectation of very high (90% to 100%, rounded estimate: 95%)
recovery for noteholders in the event of a payment default.
The outlook revision follows Northern's refinancing and
recapitalization that improves credit metrics as well as its
liquidity profile, and S&P's expectation that leverage will
continue to improve over the next 12 months due to production
growth and higher realized oil prices. The company has now
completed or announced several transactions that significantly
improve liquidity. First, Northern launched a reserve-based lending
facility with an initial borrowing base of $375 million, which
steps up to $425 million once the W Energy Partners' acquisition
closes later this year. Second, the company completed the exchange
of a portion of its remaining senior unsecured notes for equity.
Finally, the company intends to use proceeds from its proposed $350
million add-on to its senior secured second-lien notes and
borrowing under the credit facility to repay approximately $360
million outstanding under its term loan credit facility and all
remaining unsecured notes. At the same time, increasing production
from Northern's Bakken shale properties and constructive oil prices
results in improved cash flow and credit measures.
The positive outlook reflects the company's improved leverage and
liquidity profile, and the potential for an upgrade over the next
12 months if Northern is able to bring funds from operations (FFO)
to debt above 30% for a sustained period. S&P currently anticipates
credit metrics to improve such that FFO to debt increases to the
low- to mid-20% area by year-end 2018 while debt to EBITDA declines
to the low-3x area, with improvement in 2019 due to increased
production from recent acquisitions and higher oil price
realizations.
S&P said, "We could raise the rating should the company bring FFO
to debt above 30% while preserving adequate liquidity on a
sustained basis. This could take place should the company prudently
grow its underlying production while successfully integrating
recent acquisitions.
"We could consider returning the outlook to stable should FFO to
debt to about 20% for a sustained period. We could also return the
outlook to stable should Northern significantly outspend its
internally generated cash flow through acquisitions or capital
expenditures or if commodity prices were to decline
significantly."
NOWELL TREE: CNI Does Not Consent to Cash Collateral Use
--------------------------------------------------------
Secured Creditor CNI Tree Farm 1500, LLC, gives notice to the U.S.
Bankruptcy Court for the District of Arizona and to Nowell Tree
Farm, LLC and all parties-in-interest that it does not consent to
the use of all or any of its cash collateral.
CNI has properly perfected first priority liens on and security
interests in, among other things, all rents, royalties, bonuses,
issues, profits, revenue, income and other benefits derived from
certain real property located in Maricopa County and Pinal County.
Prior to Petition Date, the Debtor and CNI entered into a Loan and
Security Agreement whereby CNI agreed to loan the Debtor a sum not
to exceed $3.5 million, secured by, among other things, a Deed of
Trust, Assignment of Rents, Security Agreement and Financing
Statement.
The Debtor has the burden to seek permission to use cash collateral
and may not use cash collateral except as expressly authorized in
U.S.C. Section 363.
Accordingly, CNI has not and does not consent to Debtor's use of
all or any portion of its cash collateral generated from the Trust
Property absent an order from the Court, after appropriate notice
and hearing, or agreement between Debtor and CNI reflected in a
properly noticed stipulation. Additionally, CNI demands that its
cash collateral be turned over to it or sequestered subject to
further order of the Court.
Attorneys for CNI Tree Farm 1500, LLC:
Sean P. O'Brien, Esq.
Robert C. Williams, Esq.
GUST ROSENFELD P.L.C.
One East Washington St., Suite 1600
Phoenix, Arizona 85004-2553
Telephone: (602) 257-7989
Facsimile: (602) 254-4878
Email: spobrien@gustlaw.com
rwilliams@gustlaw.com
About Nowell Tree Farm
Nowell Tree Farm, LLC, operates a nursery growing, developing and
selling trees, shrubs, cactus and palms primarily on a wholesale
basis to landscapers, contractors and nurseries.
Nowell Tree Farm sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Ariz. Case No. 18-08022) on July 9,
2018. At the time of the filing, the Debtor estimated assets of
$10 million to $50 million and liabilities of $1 million to $10
million. Judge Madeleine C. Wanslee presides over the case. Burch
& Cracchiolo PA, led by Alan A. Meda, serves as the Debtor's
Counsel; and Steven Stein, as its accountant
NRC GROUP: S&P Affirms 'B' Issuer Credit Rating, Outlook Stable
---------------------------------------------------------------
S&P Global Ratings affirmed its 'B' ratings on Great River,
N.Y.-based NRC Group Holdings LLC, the indirect parent holding
company of environmental services firm National Response Corp., as
well as on all NRC subsidiaries. The outlook is stable.
S&P said, "We also affirmed our 'B' issue-level rating and '3'
recovery rating on the secured term loan. We anticipate the amount
of the incremental term loan will be $35 million, and will be
fungible with the existing $308 million secured term loan, sharing
the same June 11, 2024 maturity date and pricing. The estimated
recovery in the event of a default on the upsized term loan has
been revised to 65% from 60%.
"Lastly, we withdrew our ratings on the revolver due 2019 and term
loan due 2020, as those issues have since been refinanced with the
new credit facilities issued in June of 2018.
"The affirmation reflects our view that despite the incremental
debt issuance, NRC is likely to keep its adjusted debt to EBITDA
ratio at less than 6.5x. Through a series of acquisitions, the
company now offers services across three platforms; standby (25% of
expected 2018 EBITDA), environmental (51%), and waste disposal
(25%). We believe NRC's waste disposal platform will continue to
grow as the company builds and expands landfill facilities, which
will help improve the consolidated firm's overall profit margins.
This may require growth-related capital expenditures in the
near-term that will temporarily depress free cash flow, but we
expect it to rebound to healthier levels.
"We could lower our ratings on NRC if the company's operating
segments substantially weaken. The oil and gas end-market appears
to be relatively solid at present, but changes in geopolitical
events and macroeconomic factors could cause production and waste
volumes to decline. If an industry-wide reduction in demand,
increased customer churn, or a significant operational stumble
(such as a delay in expanding disposal capacity) causes the
company's adjusted debt-to-EBITDA ratio to exceed 6.5x, then this
could prompt a downgrade. This could happen if NRC's revenue grew
by only 57% in 2018 compared to the 63% that we expect, while
EBITDA margins contracted by more than 250 bps from the level we
expect in 2018. We could also lower our ratings if NRC pursued a
sizable debt-funded acquisition or if its liquidity position
becomes less than adequate.
"We could raise our ratings on NRC if its credit measures improve
and if NRC's owners adopt and maintain financial policies that are
consistent with higher ratings. We will continue to monitor JF
Lehman & Co.'s ownership of NRC, for if it decreases to less than
40%, then we would cease to classify NRC as a financial
sponsor-owned firm. However, HCAC III's financial policies will be
a key determinant regarding a potential upgrade. If the new owner
intends to keep NRC's adjusted debt-to-EBITDA ratio at less than
4x, then we would consider this as being appropriate for a modestly
higher rating. A more conservative capital structure would help
offset NRC's relatively small operational scale and concentration
in a highly cyclical end-market. This would likely require a 300
bps improvement in EBITDA margins combined with double-digit
revenue growth. In addition, we would also expect NRC to prudently
finance its acquisitions, integrate them without any material
challenges, and maintain adequate liquidity."
PACIFIC DRILLING: Amends Plan to Modify Financing Transactions
--------------------------------------------------------------
Pacific Drilling S.A. and certain of its affiliates submit a second
amended disclosure statement for their second amended joint plan of
reorganization dated Sept. 14, 2018.
The latest plan modifies several principal financing transactions.
These exit transactions are amended as follows:
(a) $750 million issuance of notes maturing Oct. 1, 2023, secured
by a first-priority security interest in and Lien on the New Notes
Collateral fully committed by the initial purchaser and for which
QPGL and/or its designees have agreed to place orders for at least
$100 million.
(b) $250 million issuance of notes maturing April 1, 2024, with
interest payable in kind or in cash, subject to certain
limitations, at the option of the issuer, secured by a
second-priority security interest and lien on the New Notes
Collateral, which are being marketed by the Initial Purchaser on a
best-efforts basis and fully backstopped by the Ad Hoc Group, and
for which QPGL and/or its designees have agreed to place orders for
at least $100 million.
The previous version of the plan asserted a $700 million and $300
million issuance of notes maturing 5 years and 7 years
respectively.
A copy of the Second Amended Disclosure Statement is available at:
http://bankrupt.com/misc/nysb17-13193-591.pdf
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.
William K. Harrington, U.S. Trustee for Region 2, on Aug. 23
appointed three creditors to serve on the official committee of
unsecured creditors in the Chapter 11 case of Pacific Drilling S.A.
PAREXEL INT'L: Moody's Affirms B2 CFR & Alters Outlook to Negative
------------------------------------------------------------------
Moody's Investors Service affirmed the ratings of PAREXEL
International Corporation including the B2 Corporate Family Rating,
B2-PD Probability of Default Rating, B1 senior secured credit
facilities, and Caa1 unsecured notes. The rating outlook was
changed to negative from stable.
The change in outlook to negative reflects Moody's expectation that
PAREXEL will use its new $300 million accounts receivable facility,
which will increase leverage. Moody's views amounts outstanding
under receivable facilities as debt. As a result, Moody's expects
that PAREXEL's debt/EBITDA will remain very high -- at above 6.5
times over the next 12-18 months. At the same time, the company
continues to face operating challenges. PAREXEL's cash flow has
been constrained by costs associated with a business turnaround,
and organic revenue growth has trailed industry peers. Failure to
expand profit margins or accelerate organic revenue growth such
that adjusted leverage does not improve, could result in further
negative rating action.
Moody's affirmed the following ratings:
PAREXEL International Corporation:
Corporate Family Rating at B2
Probability of Default Rating at B2-PD
$300 million senior secured revolving credit facility expiring 2022
at B1 (LGD3)
$2.065 billion senior secured term loan due 2024 at B1 (LGD3)
$770 million senior unsecured notes due 2025 at Caa1 (LGD5)
Outlook action:
The rating outlook was revised to negative from stable.
RATINGS RATIONALE
PAREXEL's B2 Corporate Family Rating reflects Moody's expectation
that the company will continue to operate with high financial
leverage and limited free cash flow. The company's ability to
generate free cash flow will depend heavily on elimination of
one-time costs, execution on cost reduction initiatives and
profitable acceleration of revenue growth. PAREXEL's ratings
benefit from good scale and breadth of service offerings as a
Contract Research Organization (CRO). In Moody's view, CROs have
good long-term growth prospects as the biopharmaceutical industry
continues to increase outsourcing of R&D functions. Further,
Moody's expects PAREXEL to maintain very good liquidity, including
ample cash reserves which support the ratings.
The negative outlook reflects Moody's increasing uncertainty that
PAREXEL's financial leverage will be meaningfully reduced over the
next 12 to 18 months.
The ratings could be downgraded if PAREXEL experiences persistently
high contract cancellations or weak new business awards. Further,
if Moody's anticipates that adjusted debt/EBITDA will be sustained
above 6.5x, the rating agency could downgrade the ratings.
Increasingly aggressive financial policy with respect to
debt-funded dividends, weakening of liquidity or inability to
generate positive free cash flow could also lead to a rating
downgrade.
The ratings could be upgraded if PAREXEL demonstrates a return to
market level growth rates, moderation of cancellation rates and
strong new business awards. A disciplined approach to business
development and shareholder-friendly activities would also be
needed. Specifically, adjusted debt/EBITDA sustained below 5.5x
would also be needed for an upgrade.
Headquartered in Waltham, Massachusetts, PAREXEL International
Corporation is a global biopharmaceutical services company
providing clinical research and logistics, technology solutions and
consulting services for the pharmaceutical, biotechnology, and
medical device industries. Reported revenue for the twelve months
ended March 31, 2018 was approximately $2.4 billion. The company is
privately held by Pamplona Capital and publicly available
information is limited.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
PENINSULA RESEARCH: U.S. Trustee Unable to Appoint Committee
------------------------------------------------------------
No official committee of unsecured creditors has been appointed in
the Chapter 11 case of Peninsula Research Ormond Beach, LLC as of
Sept. 17, according to a court docket.
About Peninsula Research Ormond Beach
Peninsula Research Ormond Beach, LLC sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No.
18-04498) on July 27, 2018. In the petition signed by Angel Ribo,
CEO and president, the Debtor estimated assets of less than $50,000
and liabilities of less than $500,000. The Debtor is represented
by the Law Offices of Scott W. Spradley, P.A.
PIEDMONT SALES: Allowed Interim Use of Cash Collateral
------------------------------------------------------
The Hon. Laura T. Beyer of the U.S. Bankruptcy Court for the
Western District of North Carolina has entered a sixth interim
order authorizing Piedmont Sales Service & Transport, LLC, to use
cash collateral in the ordinary course of business.
The Debtor's authority to use cash collateral is limited to the
payment of necessary and reasonable operating expenses, as set
forth in the budget.
Interstate Capital Corporation is a factoring company which obtains
its payments by collecting a percentage of the payments it factors
from the Debtor's customers. Prior to the bankruptcy filing, two of
the DIP???s customers defaulted on their payments to Interstate
Capital in the amount of $113,000. Interstate Capital contends
these two accounts are not collectible and Interstate Capital is
not receiving adequate protection. The interest rate on the debt is
18% which is accruing $1,695 in interest monthly. The Debtor
proposes to pay to Interstate Capital $1,695 per month until Plan
Confirmation.
National Funding also has a lien on all the Debtor's assets
consisting of office equipment, bank accounts and Accounts
Receivable. National Funding holds a debt of $80,000. The Debtor
proposed that National Funding receive direct payments from the
Debtor in the amount of $1,000 as adequate protection but
Interstate Capital does not consent to pay National Funding
adequate protection payments out of cash collateral.
Interstate Capital contends that the Debtor does not have
sufficient equity in property to provide National Funding secured
status. Therefore, Interstate Capital has agreed for the Debtor to
disburse the proposed $1,000 and for the funds to be held in the
McElwee Firm, PLLC Trust Account, pending resolution of this
matter.
As adequate protection, Interstate Capital will retain its liens on
all prepetition collateral and is granted a replacement lien upon
all collateral of the type and kind upon which it had pre-petition
liens, to the same extent, priority, and validity as it had on the
Petition Date and will be deemed perfected without further action
by Interstate Capital.
A full-text copy of the Sixth Interim Order is available at
http://bankrupt.com/misc/ncwb18-50160-55.pdf
About Piedmont Sales Service & Transport
Piedmont Sales Service & Transport, LLC, sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.C. Case No.
18-50160) on March 8, 2018. In the petition signed by Brian
Souther, managing member, the Debtor estimated assets and
liabilities of less than $1 million. Judge Laura T. Beyer presides
over the case. The Debtor hired McElwee Firm, PLLC, as bankruptcy
counsel. The Debtor tapped Tom Torcomian, Harvey Holdings Inc.'s
consultant and chief operating officer, to manage its business.
POINT COM: Wants to Consummate $203K Sale of All Assets to TexHahn
------------------------------------------------------------------
Point Com, LLC asks the U.S. Bankruptcy Court for the Western
District of Texas to authorize it consummate the sale of
substantially all assets to TexHahn Media, Inc., doing business as
Hahn Public Communications, or assignee for $203,000.
TexHahn was the Successful Bidder at the auction conducted by the
Court on Aug. 29, 2018 with a bid amount of $203,000, and PHP
Alliance, the Backup Bidder, with a bid amount of $165,000.
Following the auction, on Sept. 4, 2018, the Court entered the
Order Confirming Auction, declaring TexHahn to be the Successful
Bidder, declaring PHP Alliance, LLC to be the Backup Bidder and
establishing certain deadlines and conditions on the parties
relating to consummating a sale.
For all the reasons previously stated in the Bid Procedures Motion
and in various other motions previously filed and hearings
previously conducted in the case, it is imperative the parties get
to a closing of the sale as soon as possible. The best interests
of the Debtor's creditors, employees and contract parties, will all
be best served by a prompt closing, which will preserve the value
of what???s there to transfer to the Buyer.
Now that a properly-vetted Successful Bidder and a properly vetted
Backup Bidder have been designated, a prompt closing is in the best
interests of all concerned. Accordingly, the Debtor asks the Court
to authorize it to consummate a sale of substantially all of its
assets to TexHahn or its assignee, free and clear of all liens and
other interests, with such liens and other interests, if any,
attaching to the proceeds of sale.
In the event TexHahn fails to file a written notice that it does
intend to close, the Debtor asks the Court to authorize it to
consummate a sale of substantially all of its assets to PHP
Alliance free and clear of all liens and other interests, with such
liens and other interests, if any, attaching to the proceeds of
sale.
The assets being sold are subject to liens and other interests held
by these parties:
a. 338 Industries, LLC, a creditor that claimed a judicial
lien (garnishment) against $33,520 in the Debtor's bank account on
the Petition Date (the Debtor has consistently maintained
throughout the case that this creditor's judicial lien is void or
voidable;
b. Mantis Financial, a small creditor with a security interest
that is now owed only $510 and will be paid in full out of closing;
and
c. Travis County, which has, or may have, a statutory lien for
business personal property taxes for 2018 (any such statutory lien
for 2018 business personal property taxes will remain attached to
the assets sold until such taxes, if any, have been paid, and the
Purchase Agreement provides that such taxes, if any will be paid by
the Buyer when due and payable.
The Exhibit B to the Bid Procedures Order, titled "Assumption
Procedures" gives the Successful Bidder, TexHahn, a period of seven
days following the auction, or until Sept. 5, 2018, to file with
the Court a list of any executory contract(s) or unexpired lease(s)
it wishes to reject in connection with the proposed sale. In the
event TexHahn makes a timely election not to close the sale, the
Order
Confirming Auction gives the Backup Bidder, PHP Alliance, until the
date and time of the final hearing on the Debtor's sale motion to
designate any executory contracts it does not wish to have assigned
to it in connection with the sale.
For this reason, it is not possible to attach to the Motion a
complete list of the executory contracts to be assumed and assigned
in connection with the proposed sale. The only additional
executory contract the Debtor may enter into prior to closing is a
still-unsigned vendor contract with IT Hands, Inc., an independent
contractor; if signed by the Debtor prior to closing, the Debtor
anticipates such contract will be assumed and assigned to the Buyer
in connection with the proposed sale.
In connection with the proposed sale, the Debtor hereby asks the
Court to approve its assumption of, and its assignment to the Buyer
at closing, all of the Debtor's executory contracts referred, other
than the contracts selected by the Buyer for rejection by the
Debtor, in consideration of the Buyer's assumption of and promise
to perform the contracts so assumed and assigned. The Debtor also
asks permission to pay, out of its proceeds at closing, any cure
amounts owed to contract counterparties, as determined by the Court
at the sale hearing.
Since the date of the auction, TexHahn has asked that the Debtor
agrees to assign to TexHahn all of the Non-Disclosure Agreements
described. Subject to the Court's approval, the Debtor has agreed
to this request from TexHahn, so that TexHahn may enforce the
provisions of these agreements if necessary.
As a condition of closing, the Buyer will assume certain payroll
obligations of the Debtor to its employees. All prepetition
payroll obligations of the Debtor, except those to the insider, Mr.
Kahle, have been fully paid pursuant to an order of the Court.
Finally, the Debtor asks that the Court waives the 14-day stay
period provided for in Rule 6004(h), Federal Rules of Bankruptcy
Procedure, with respect to orders authorizing the use, sale or
lease of property, and the 14-day stay period provided for in Rule
6006(d), Federal Rules of Civil Procedure, with respect to orders
authorizing the assignment executory contracts and unexpired
leases.
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 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/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.
POINT.360: REEP-OFC Buying Assets for $900K
-------------------------------------------
Point.360 asks the U.S. Bankruptcy Court for the Central District
of California to authorize its Settlement and Asset Purchase
Agreement with REEP-OFC 2300 Empire CA, LLC in connection with the
sale of assets for $900,000 free and clear of any liens, claims and
encumbrances.
In July 2015, the Company completed the purchase of assets formerly
owned by Modern VideoFilm, Inc. ("MVF") by issuing shares of its
common stock and warrants to purchase MVF's assets. As the result
of the transaction, the Company added post-production service
capabilities and expanded its client base comprising major studios,
broadcast networks, cable outlets, streaming media companies,
independent producers and others.
MVF was a Burbank, California based provider of post-production and
distribution services to the film, television and media content
industries. n September 2012, Medley Capital Corp. and Medley
Opportunity Fund II, LP made a $50 million loan to MVF. As of May
31, 2015, MVF owed Medley $73,772,000 in unpaid loans, interest and
fees, and faced future lease obligations of $36,567,000 through
2023. Based upon MVF's alleged defaults, in July 2014, Medley took
direct control of MVF.
The Debtor intended for the MVF acquisition to add two unique lines
of business to augment its existing businesses and strengthen and
synergize the existing business lines by combining operations and
optimizing cost efficiencies. On July 8, 2015, the Debtor and
Medley contemporaneously executed and closed on the Sale Agreement
Pursuant to Article 9 of the Uniform Commercial Code.
Pursuant to the Sale Agreement, the Debtor paid no cash to Medley
and Medley provided $6 million in post-closing operational
financing to the Debtor. Medley also obtained 2 million shares and
800,000 warrants in the Debtor. Pursuant to the Sale Agreement,
the Debtor granted Medley two seats on its expanded seven-person
board.
The MVF transaction resulted in substantial and unanticipated
operating losses. The MVF post-transaction sales for the 2015-16
fiscal year were only $15.6 million (instead of $29 million as
represented) and EBITDA of negative $6.3 million (instead of a
positive $4.1 million as represented). On March 31, 2016, less
than nine months after the closing on the Sale Agreement, the
Medley designees on the Debtor's Board of Directors resigned.
After the initial disappointing results of the MVF acquisition, the
Debtor initiated a business plan to reduce expenses and reestablish
profitability. While it was working toward profitability in 2017,
the Debtor received a 3-day notice to pay rent or quit for its
Media Center facility on Oct. 6, 2017. The Debtor also settled an
unlawful detainer filed by REEP related to the Empire facility
resulting in REEP's claim for $915,997.
REEP and the Debtor now desire to provide for (i) resolution of
their respective claims and defenses with respect to the Debtor's
liability to REEP under the lease of the office premises commonly
known as 2300 Empire Ave., Suite 100, Burbank, California,
consisting of approximately 37, 930 sq. ft.; and any claims by
Debtor to any portion of the security deposit; (ii) the sale and
transfer of the furniture, fixtures, equipment and other personal
property remaining in the leased premises to REEP in exchange for
an agreed upon reduction to REEP's Claim; and (iii) releases of
their respective obligations under the lease, as more particularly
described in the Agreement, in an effort to avoid the further cost,
inconvenience and distraction of legal proceedings.
Interests of creditors support the Agreement. The REEP claim may
well preclude plan confirmation or otherwise materially dilute
creditor recoveries. Moreover, the Debtor will be burdened by the
obligation to remove and liquidate assets that are clearly of
inconsequential value and benefit to the estate. While abandonment
is then an option, abandonment does not result in the waiver of a
$900,000 claim.
The Debtor is exercising sound business judgment in entering into
the Agreement, primarily because the cost to remove and dispose of
the furniture, fixtures, equipment and other personal property
remaining in the leased premises exceeds any value to be obtained
by the estate from such disposition. The Agreement further
eliminates a $900,000 claim in the estate. To obtain approval to
use, sell or lease property out of the ordinary course of business,
the Debtor must show a legitimate business justification for the
proposed action. Its application of its sound business judgment in
the use, sale or lease of property is subject to deference.
Because the
Agreement is a sound exercise of the Debtor's business judgment,
the transaction is subject to approval under 11 U.S.C. Section
363(b).
The Debtor further asks authority to sell the property free and
clear of any liens, claims and encumbrances to support REEP's
acquisition of clear title to the property.
A hearing on the Motion is set for Sept. 20, 2018 at 10:00 a.m.
A copy of the Agreement attached to the Motion is available for
free at:
http://bankrupt.com/misc/Point_360_320_Sales.pdf
Medley can be reached at:
MEDLEY CAPITAL CORP.
375 Park Avenue
33rd Floor
New York, NY 10152
Email: richard.craybas@medleycapital.com
Attn: Richard Craybas
Medley is represented by:
Steven Ellis, Esq.
Paul Possinger, Esq.
Michael Manom, Esq.
PROSKAUER ROSE LLP
One International Place
Boston, MA 02110
Facsimile: (617)526-9899
E-mail: sellis@proskauer.com;
ppossinger@proskauer.com;
Mmano@proskauer.com
About Point.360
Point.360 (PTSX) -- http://www.point360.com/and
http://www.mvf.com/-- is an integrated media management services
company providing film, video and audio post-production, archival,
duplication and data distribution services to motion picture
studios, television networks, independent production companies and
multinational companies. The Company provides the services
necessary to edit, master, reformat and archive its clients' audio,
video, and film content, which include television programming,
feature films, and movie trailers. On July 8, 2015, Point.360
acquired the assets of Modern VideoFilm to expand the Company's
service offering. The Company also rents and sells DVDs and video
games directly to consumers through its Movie>Q retail stores.
The Company is headquartered in Los Angeles, California.
Point.360 filed a voluntary petition for reorganization under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No.
17-22432) on Oct. 10, 2017.
In the petition signed by Haig S. Bagerdjian, the Company's
Chairman, President and CEO, the Debtor disclosed total assets of
$11.14 million and total debt of $14.77 million as of March 31,
2017.
The Hon. Julia W. Brand is the case judge.
The Debtor hired Lewis R. Landaue, Esq., as bankruptcy counsel, and
TroyGould PC, as transactional counsel.
No trustee has been appointed, and the Company will continue to
operate its business as "debtor in possession" under the
jurisdiction of the Court and in accordance with the applicable
provisions of the Bankruptcy Code and orders of the Court.
POSTROCK ENERGY: Court Junks Trustee Clawback Suit vs S. DeGiusti
-----------------------------------------------------------------
Bankruptcy Judge Sarah A. Hall granted Stephen DeGiusti's motion to
dismiss the case captioned STEPHEN J. MORIARTY as Chapter 11
Trustee of Post Rock Energy Corporation, et al., Plaintiff, v.
STEPHEN L. DeGIUSTI, Defendant, Adv. Pro. No. 18-01025 (Bankr. W.D.
Okla.).
The Trustee filed the Complaint, and nine others similar to it,
asserting causes of action under 11 U.S.C. sections 547, 548 and
550 to avoid and recover certain transfers as either preferential
or fraudulent transfers and under 11 U.S.C. section 502(d)&(j) to
disallow claims. DeGiusti's motion argues Trustee's alleged causes
of action do not satisfy the "Twombly/Iqbal plausibility standard"
of pleading, and thus, the Complaint should be dismissed for
failure to state a claim for relief.
As could be expected, the Response argues the opposite, but Trustee
fails to adequately rebut the arguments that his Complaint is
deficient. The Complaint muddles the two causes of action for
preferential transfers and fraudulent transfers, omits critical
information, and makes numerous legal conclusions without facts to
support them.
In addition to its failure to sufficiently detail (i) the Transfers
and the antecedent debts they were made on account of and (ii)
allege facts sufficient to establish the relevant debtor's
insolvency at the time of the Transfer, there is another
shortcoming in the Complaint. Trustee alleges DeGiusti was, at all
relevant times, an "insider," as that term is defined by Section
101(31) of the Bankruptcy Code, but gives no information or
description of the relationship between the parties. Without more,
such statement is a legal conclusion, not a factual allegation.
Further, the Complaint is deficient because it does not plead
sufficient facts to establish that the PostRock Debtor making the
Transfers received less than reasonably equivalent value for the
Transfers as required by Section 548(a)(1)(B)(i). Although pleading
in the alternative is permissible, the factual allegations
necessary to support alternative causes of action are often
inconsistent, as is with the case with Sections 547 and 548. At
least four of the Transfers to DeGiusti were made more than a year
prior to the Petition Date and, accordingly, should not have been
included within the Section 547(b) preferential transfer cause of
action. Yet, the facts of Trustee's alternative Count II regarding
these potentially fraudulent transfers under Section 548 do not
allege with any specificity that no consideration was received, or
that there was no antecedent debt, or that the consideration
received was valued at less than the amount of the Transfers.
Without any such allegations, the Court cannot plausibly conclude
that reasonably equivalent value was not received in connection
with the Transfers.
Thus, the Trustee's causes of action for preferential and
fraudulent transfers under Sections 547 and 548 of the Bankruptcy
Code fail to state a claim. Counts III and IV of the Complaint for
recovery of the avoided transfers under Section 550 and/or
disallowance of the transferee's claims under Section 502(d) & (j)
on account of the avoided transfers are dependent upon avoidance
under Section 547 and 548. As a result, they must also be
dismissed. Therefore, the Complaint is dismissed in its entirety,
but with leave to amend. Trustee is granted 20 days from the date
of entry of this Order to file an amended complaint. Trustee is
strongly cautioned against further pleading in a conclusory
fashion, as further leave to amend will not be granted.
A copy of the Court's Order dated Sept. 6, 2018 is available at
https://bit.ly/2NsPTFC from Leagle.com.
PostRock Energy Corporation, Debtor, represented by William H. Hoch
-- will.hoch@crowedunlevy.com -- Crowe & Dunlevy, Stephen J.
Moriarty, Fellers Snider & Christopher M. Staine --
christopher.staine@crowedunlevy.com -- Crowe & Dunlevy PC.
Stephen J. Moriarty, Trustee, pro se.
United States Trustee, U.S. Trustee, represented by Marjorie J.
Creasey, US Trustee Office & Charles Snyder, United States
Trustee.
Official Committee of Unsecured Creditors, Creditor Committee,
represented by Larry Glenn Ball, Hall, Estill & Wojciech F. Jung,
Lo
About PostRock Energy Corp.
Headquartered in Oklahoma City, Oklahoma, PostRock Energy
Corporation, PostRock Energy Services Corporation, PostRock
MidContinent Production LLC, PostRock Eastern Production, LLC,
PostRock Holdco, LLC, and STP Newco, Inc. are engaged in the
acquisition, exploration, development, production and gathering of
crude oil and natural gas. Their primary production activity is
focused in the Cherokee Basin, a 15-county region in southeastern
Kansas and northeastern Oklahoma. They have approximately 129
employees.
PostRock Energy, et al., filed Chapter 11 bankruptcy petitions
(Bankr. W.D. Okla. Lead Case No. 16-11230) on April 1, 2016. Clark
Edwards signed the petitions as president. The Debtors estimated
assets in the range of $10 million to $50 million and debt of up to
$100 million.
Crowe & Dunlevy, P.C. serves as the Debtors' counsel. Judge Sarah
A. Hall is assigned to the cases.
Stephen J. Moriarty has been appointed as Chapter 11 Trustee of
PostRock Energy.
The Official Committee of Unsecured Creditors of PostRock Energy
Corp. has retained Lowenstein Sandler LLP as counsel, and Hall,
Estill, Hardwick, Gable, Golden & Nelson, P.C. as special and local
counsel.
POSTROCK ENERGY: Court Tosses Trustee's Clawback Suit vs C. Bigelow
-------------------------------------------------------------------
Bankruptcy Judge Sarah A. Hall granted Casey Bigelow's motion to
dismiss the case captioned STEPHEN J. MORIARTY as Chapter 11
Trustee of PostRock Energy Corporation, et al., Plaintiff, v. CASEY
BIGELOW, Defendant, Adv. Pro. 18-01022 (Bankr. W.D. Okla.).
The Trustee filed the Complaint, and nine others similar to it,
asserting causes of action under 11 U.S.C. sections 547, 548 and
550 to avoid and recover certain transfers as either preferential
or fraudulent transfers and under 11 U.S.C. section 502(d)&(j) to
disallow claims. Bigelow's motion argues the Trustee's alleged
causes of action do not satisfy the "Twombly/Iqbal plausibility
standard" of pleading, and thus, the Complaint should be dismissed
for failure to state a claim for relief.
As could be expected, the Response argues the opposite, but the
Trustee fails to adequately rebut the arguments that his Complaint
is deficient. The Complaint muddles the two causes of action for
preferential transfers and fraudulent transfers, omits critical
information, and makes numerous legal conclusions without facts to
support them.
In addition to its failure to sufficiently detail (i) the Transfers
and the antecedent debts they were made on account of and (ii)
allege facts sufficient to establish the relevant debtor's
insolvency at the time of the Transfer, there is another
shortcoming in the Complaint. The Trustee alleges Bigelow was, at
all relevant times, an "insider," as that term is defined by
Section 101(31) of the Bankruptcy Code, but gives no information or
description of the relationship between the parties. Without more,
such statement is a legal conclusion, not a factual allegation.
Further, the Complaint is deficient because it does not plead
sufficient facts to establish that the PostRock Debtor making the
Transfers received less than reasonably equivalent value for the
Transfers as required by Section 548(a)(1)(B)(i). Although pleading
in the alternative is permissible, the factual allegations
necessary to support alternative causes of action are often
inconsistent, as is with the case with Sections 547 and 548. At
least two of the Transfers to Bigelow were made more than a year
prior to the Petition Date and, accordingly, should not have been
included within the Section 547(b) preferential transfer cause of
action. Yet, the facts of the Trustee's alternative Count II
regarding these potentially fraudulent transfers under Section 548
does not allege with any specificity that no consideration was
received, or that there was no antecedent debt, or that the
consideration received was valued at less than the amount of the
Transfers. Without any such allegations, the Court cannot plausibly
conclude that reasonably equivalent value was not received in
connection with the Transfers.
Thus, the Trustee's causes of action for preferential and
fraudulent transfers under Sections 547 and 548 of the Bankruptcy
Code fail to state a claim. Counts III and IV of the Complaint for
recovery of the avoided transfers under Section 550 and/or
disallowance of the transferee's claims under Section 502(d) & (j)
on account of the avoided transfers are dependent upon avoidance
under Section 547 and 548. As a result, they must also be
dismissed. Therefore, the Complaint is dismissed in its entirety,
but with leave to amend. The Trustee is granted 20 days from the
date of entry of this Order to file an amended complaint. The
Trustee is strongly cautioned against further pleading in a
conclusory fashion, as further leave to amend will not be granted.
A copy of the Court's Order dated Sept. 6, 2018 is available at
https://bit.ly/2PL6OzG from Leagle.com.
PostRock Energy Corporation, Debtor, represented by William H. Hoch
-- will.hoch@crowedunlevy.com -- Crowe & Dunlevy, Stephen J.
Moriarty, Fellers Snider & Christopher M. Staine --
christopher.staine@crowedunlevy.com -- Crowe & Dunlevy PC.
Stephen J. Moriarty, Trustee, pro se.
United States Trustee, U.S. Trustee, represented by Marjorie J.
Creasey, US Trustee Office & Charles Snyder, United States
Trustee.
Official Committee of Unsecured Creditors, Creditor Committee,
represented by Larry Glenn Ball, Hall, Estill & Wojciech F. Jung,
Lo
About PostRock Energy Corp.
Headquartered in Oklahoma City, Oklahoma, PostRock Energy
Corporation, PostRock Energy Services Corporation, PostRock
MidContinent Production LLC, PostRock Eastern Production, LLC,
PostRock Holdco, LLC, and STP Newco, Inc. are engaged in the
acquisition, exploration, development, production and gathering of
crude oil and natural gas. Their primary production activity is
focused in the Cherokee Basin, a 15-county region in southeastern
Kansas and northeastern Oklahoma. They have approximately 129
employees.
PostRock Energy, et al., filed Chapter 11 bankruptcy petitions
(Bankr. W.D. Okla. Lead Case No. 16-11230) on April 1, 2016. Clark
Edwards signed the petitions as president. The Debtors estimated
assets in the range of $10 million to $50 million and debt of up to
$100 million.
Crowe & Dunlevy, P.C. serves as the Debtors' counsel. Judge Sarah
A. Hall is assigned to the cases.
Stephen J. Moriarty has been appointed as Chapter 11 Trustee of
PostRock Energy.
The Official Committee of Unsecured Creditors of PostRock Energy
Corp. has retained Lowenstein Sandler LLP as counsel, and Hall,
Estill, Hardwick, Gable, Golden & Nelson, P.C. as special and local
counsel.
POSTROCK ENERGY: Trustee's Clawback Suit vs T. Carter Dismissed
---------------------------------------------------------------
Bankruptcy Judge Sarah A. Hall granted Terry W. Carter's motion to
dismiss the case captioned STEPHEN J. MORIARTY as Chapter 11
Trustee of Post Rock Energy Corporation, et al., Plaintiff, v.
TERRY W. CARTER, Defendant, Adv. Pro. No. 18-01023 (Bankr. W.D.
Okla.).
The Trustee filed the Complaint, and nine others similar to it,
asserting causes of action under 11 U.S.C. sections 547, 548 and
550 to avoid and recover certain transfers as either preferential
or fraudulent transfers and under 11 U.S.C. section 502(d)&(j) to
disallow claims. Carter's motion argues the Trustee's alleged
causes of action do not satisfy the "Twombly/Iqbal plausibility
standard" of pleading, and thus, the Complaint should be dismissed
for failure to state a claim for relief.
As could be expected, the Response argues the opposite, but the
Trustee fails to adequately rebut the arguments that his Complaint
is deficient. The Complaint muddles the two causes of action for
preferential transfers and fraudulent transfers, omits critical
information, and makes numerous legal conclusions without facts to
support them.
In addition to its failure to sufficiently detail (i) the Transfers
and the antecedent debts they were made on account of and (ii)
allege facts sufficient to establish the relevant debtor's
insolvency at the time of the Transfer, there is another
shortcoming in the Complaint. The Trustee alleges Carter was, at
all relevant times, an "insider," as that term is defined by
Section 101(31) of the Bankruptcy Code, but gives no information or
description of the relationship between the parties. Without more,
such statement is a legal conclusion, not a factual allegation.
Further, the Complaint is deficient because it does not plead
sufficient facts to establish that the PostRock Debtor making the
Transfers received less than reasonably equivalent value for the
Transfers as required by Section 548(a)(1)(B)(i). Although pleading
in the alternative is permissible, the factual allegations
necessary to support alternative causes of action are often
inconsistent, as is with the case with Sections 547 and 548. At
least two of the Transfers to Carter were made more than a year
prior to the Petition Date and, accordingly, should not have been
included within the Section 547(b) preferential transfer cause of
action. Yet, the facts of Trustee's alternative Count II regarding
these potentially fraudulent transfers under Section 548 does not
allege with any specificity that no consideration was received, or
that there was no antecedent debt, or that the consideration
received was valued at less than the amount of the Transfers.
Without any such allegations, the Court cannot plausibly conclude
that reasonably equivalent value was not received in connection
with the Transfers.
Thus, the Trustee's causes of action for preferential and
fraudulent transfers under Sections 547 and 548 of the Bankruptcy
Code fail to state a claim. Counts III and IV of the Complaint for
recovery of the avoided transfers under Section 550 and/or
disallowance of the transferee's claims under Section 502(d) & (j)
on account of the avoided transfers are dependent upon avoidance
under Section 547 and 548. As a result, they must also be
dismissed. Therefore, the Complaint is dismissed in its entirety,
but with leave to amend. The Trustee is granted 20 days from the
date of entry of this Order to file an amended complaint. The
Trustee is strongly cautioned against further pleading in a
conclusory fashion, as further leave to amend will not be granted.
A copy of the Court's Order dated Sept. 6, 2018 is available at
https://bit.ly/2NSgyuX from Leagle.com.
Stephen J. Moriarty, Chapter 11 Trustee, Plaintiff, represented by
Socorro Adams Dooley, Fellers Snider.
Stephen J. Moriarty, Chapter 11 Trustee, Plaintiff, pro se.
Terry W. Carter, Defendant, represented by Craig M. Regens --
cregens@gablelaw.com -- Gable Gotwals & G. Blaine Schwabe, III,
GableGotwals.
About PostRock Energy Corp.
Headquartered in Oklahoma City, Oklahoma, PostRock Energy
Corporation, PostRock Energy Services Corporation, PostRock
MidContinent Production LLC, PostRock Eastern Production, LLC,
PostRock Holdco, LLC, and STP Newco, Inc. are engaged in the
acquisition, exploration, development, production and gathering of
crude oil and natural gas. Their primary production activity is
focused in the Cherokee Basin, a 15-county region in southeastern
Kansas and northeastern Oklahoma. They have approximately 129
employees.
PostRock Energy, et al., filed Chapter 11 bankruptcy petitions
(Bankr. W.D. Okla. Lead Case No. 16-11230) on April 1, 2016. Clark
Edwards signed the petitions as president. The Debtors estimated
assets in the range of $10 million to $50 million and debt of up to
$100 million.
Crowe & Dunlevy, P.C. serves as the Debtors' counsel. Judge Sarah
A. Hall is assigned to the cases.
Stephen J. Moriarty has been appointed as Chapter 11 Trustee of
PostRock Energy.
The Official Committee of Unsecured Creditors of PostRock Energy
Corp. has retained Lowenstein Sandler LLP as counsel, and Hall,
Estill, Hardwick, Gable, Golden & Nelson, P.C. as special and local
counsel.
PREFERRED CARE: Proposes a Transfer of Omega 5 Facilities
---------------------------------------------------------
Preferred Care, Inc., and affiliates ask the U.S. Bankruptcy Court
for the Northern District of Texas to approve Omega 5 Debtors'
proposed Operating Transfer Agreement ("OTAs") with the affiliates
of Genesis Healthcare, Inc. in connection with the transfer of
Omega 5 Facilities.
A hearing on the Motion is set for Sept. 26, 2018 at at 1:30 p.m.
Objections, if any, must be filed within 21 days from the date of
service.
Eight Preferred Care debtor affiliated partnerships ("Omega
Debtors") operate eight skilled nursing facilities in the State of
New Mexico ("Omega Facilities"). The Omega Debtors lease the Omega
Facilities from affiliates of Omega Healthcare Investors, Inc.
Five of the Omega Debtors ("Omega 5 Debtors") have negotiated the
terms of the OTAs for the transfer of the operations and the sale
of the assets used in the operations of their facilities ("Omega 5
Facilities") to the Purchaser. The Purchaser was identified
through an extensive search conducted by Omega at the request of
the Debtors with the assistance of their financial advisor, Focus
Management Group USA, Inc.
Throughout these bankruptcy cases, the Debtors have maintained
their intention to transfer their operations at the Kentucky and
New Mexico Facilities to new operators in order to protect the
interests of their residents and prevent those facilities from
closing down. Everything the Debtors have done or attempted to do
in these bankruptcy cases -- procuring DIP financing from both
Wells Fargo Bank and the Back-Up DIP Lender, stabilizing their
operations post-filing, and settling significant threatened
litigation with various parties-in-interest???has been designed to
allow for an orderly, responsible transfer of the facilities to new
operators.
The Motion is the second of at least two motions designed to
effectuate such transfers in as expeditious a manner as possible in
these Chapter 11 Cases. The first, which sought approval to
transfer the Debtors' 21 Kentucky Facilities, was granted by order
entered on July 28, 201. Transferring the Omega 5 Facilities is
the second step toward completing the goal set at the beginning of
these Chapter 11 Cases and will, subject to the Purchaser's
negotiations with the State of New Mexico, ensure the continued
operation of the Omega 5 Facilities for the benefit of the
residents while also relieving the Omega 5 Debtors of continuing
rental obligations pursuant to the leases associated with the Omega
5 Facilities.
In the Debtors' opinion, the Purchaser is the only viable potential
new operator that is (a) capable of taking over the operations of
the Omega 5 Facilities within a timetable that will maximize the
value of their estates and (b) approved by Omega.
The Omega 5 Debtors ask the Court's approval of the Transition
Agreement with Omega, which provides in part, (i) for the Omega 5
Debtors to terminate and reject their current leases with Omega of
the Omega 5 Facilities (and other non-debtor facilities) as part of
a process designed to transfer the operations and related assets of
the Omega 5 Facilities (and other non-debtor facilities) to the
Purchaser, and (ii) for the Debtors to close the New Mexico
Facility operated by Espanola ("Espanola Facility").
The Purchaser has entered or will enter into a new or amended lease
arrangement for the Omega 5 Facilities (and the three Arizona
facilities) with Omega and affiliates of Omega simultaneously with
the transfer of the operations of those facilities to the
Purchaser. Accordingly, the Omega 5 Debtors propose to sell and
assign the right to operate the Omega 5 Facilities, as well as to
transfer the Assets used in connection with the operation of the
Omega 5 Facilities, to the Purchaser.
Generally, the OTAs and related agreements provide that:
a. the Omega 5 Debtors will terminate and reject the leases
associated with each of the Omega 5 Facilities. The Purchaser will
then enter into a new or amended lease arrangement with Omega for
the Omega 5 Facilities;
b. the Omega 5 Debtors will sell and transfer the operations
and related assets for the Omega 5 Facilities, including all
inventory, supplies, and other assets necessary for the operation
of each Facility, to the Purchaser;
c. the Omega 5 Debtors will assume and assign certain
contracts and unexpired leases related to operation of the Omega 5
Facilities to the Purchaser; and
d. the Purchaser will employ at least 70% of the employees at
each Omega 5 Facility.
The Debtors believe that the value of the Assets being transferred
pursuant to the OTAs is de minimis; substantially all of the
personal property utilized in the day-to-day operations of the
Omega 5 Facilities actually belongs to the lessors, not the Omega 5
Debtors. Their only valuable assets -- receivables generated prior
to the closing of the transfer -- will be retained as Excluded
Assets under the OTAs and applied to the outstanding balance of the
line of credit and/or debtor-in-possession financing facility ("DIP
Facility") with Wells Fargo as they are collected. The Omega 5
Debtors are borrowers under the Wells Fargo line of credit and DIP
Facility and have pledged all or substantially all of their assets
to secure the indebtedness owed thereby.
The Debtors ask the Court approve the OTAs, authorize them to (i)
transfer of the Omega 5 Facilities and related Assets through the
transactions contemplated by the OTAs, free and clear of all liens,
claims, interests, and encumbrances including, without limitation,
any claims arising under doctrines of successor liability; (ii)
assume and assign the Assumed Contracts to the Purchaser; (iii)
terminate and reject the leases by and between the Omega 5 Debtors
and Omega; and (iv) take all actions reasonably necessary or
desirable to implement the transactions. The Cure Amount
Objection Deadline is Sept. 19, 2018.
Finally, the Debtors ask the Court to waive any 14-day stay imposed
by Bankruptcy Rules 6004 and 6006.
A copy of the OTA attached to the Motion is available for free at:
http://bankrupt.com/misc/Preferred_Care_1077_Sales.pdf
The Purchaser:
c/o GENESIS HEALTHCARE, INC.
101 East State Street
Kennett Square, PA 19348
Attn: Law Department
Facsimile: (484) 733-5449
E-mail: Michael.Sherman@GenesisHCC.com
The Purchaser is represented by:
Beth G. Hungate-Noland, Esq.
WILLIMAS MULLEN
200 South 10th Street, Suite 1600
Richmond, VA 23219
Facsimile: (804) 420-6507
E-mail: bhungate-noland@williamsmullen.com
About Preferred Care
Preferred Care, Inc., is a Delaware corporation that is owned by
Mr. Thomas Scott. PCI is a holding company for numerous wholly
owned, non-debtor subsidiaries that collectively own four mental
health facilities located in Mississippi, a developmental facility
in Florida, and a management contract for the operations of a
skilled nursing home in Texas.
The Debtors, other than PCI, 33 skilled nursing facilities in
Kentucky and New Mexico. Their non-debtor affiliates operate an
additional 75 skilled nursing facilities in ten additional states.
Accordingly, the Debtors and their non-debtor affiliates operate
108 skilled nursing, assisted living and independent living
facilities in 12 states (approximately 11,500 beds and 9,300
residents).
Preferred Care, Inc., and 33 of its affiliates sought Chapter 11
protection (Bankr. N.D. Tex. Case No. 17-44642) on Nov. 13, 2017.
The Debtors' bankruptcy proceedings have been jointly administered
under the PCI's bankruptcy case. An official committee of
unsecured creditors has been appointed in the Chapter 11 cases.
PREMIER EXHIBITIONS: Oct. 11 Auction Set for Titanic Collection
---------------------------------------------------------------
Premier Exhibitions, Salvor-in-Possession of the Titanic wreck
site, and currently in bankruptcy protection, has been authorized
by the bankruptcy court to auction off all of its assets to a
single buyer. Its primary asset is RMS Titanic, Inc., which owns a
large collection of over 5,000 items salvaged from the Titanic's
resting place on the ocean floor, in addition to an extensive
collection of Titanic related intellectual property and exclusive
salvage rights. There have been 8 dives from 1987 to 2010 where
over 1,570 hours of video footage, including 260+ hours of 3D
footage, and over 500,000 digital images have been recorded.
Museum quality items in the collection include the iconic cherub
from the Titanic's grand staircase and a unique and precious blue
sapphire ring, among countless other priceless artifacts never
previously available for sale.
https://www.cbsnews.com/pictures/titanics-jewels-on-display/6/
http://www.premierexhibitions.com/exhibitions/3/3/titanic-artifact-exhibition/blog/bronze-cherub-titanics-grand-staircase
Currently, a consortium of hedge funds, including Apollo Global
Management, LLC, Alta Fundamental Advisors, LLC, and PacBridge
Capital Partners (HK) Ltd. have submitted an offer to buy the
company's assets for $19.5M, being treated as a bid floor. Unless
a competing buyer steps forward, the company's assets, including
the entire Titanic collection, will be sold to this group for its
$19.5M bid. As per the bidding procedures, a new buyer needs to
submit, by October 5, 2018 at 4:00 p.m., a qualifying preliminary
bid of at least $21.5M to enter the auction.
The auction itself will be held on October 11, 2018 at 10:00 a.m.
The Bid Procedures Order (Doc. 1201) may be found at this link:
http://upshotservices.s3.amazonaws.com/files/497d5a77-fff2-49a9-98f0-c32110ea0410/bcc79c9f-4585-4c3e-9c76-6a86ab69c2e4.pdf
Please refer to the Bid Procedures Order, and not the summary
contained herein, for specifics about the bid procedures and the
auction.
This may be the only time in history that this unique collection,
with an appraised value of over $200M, will be made available to
public buyers. The appraisal is attached as Exhibit C to an
earlier sale motion (Doc. 28) which may be found at this link:
http://upshotservices.s3.amazonaws.com/files/497d5a77-fff2-49a9-98f0-c32110ea0410/43d57d45-c3db-4ae5-8234-0921d913eaf0.pdf
While the new owner of the collection will be subject to certain
Covenants and Conditions, the new owners will have the right to use
the artifacts and to exhibit them publicly. Though ideally it will
remain a unified collection, it may be possible to sell certain
parts of the collection in a future sale. And while parts of the
collection have maintenance conditions attached, numerous
institutions are eager to work with the buyer to help them meet
those requirements. In addition, operating partners have expressed
interest in working with a buyer to assume oversight of Premier's
existing exhibition business.
Please refer to the Bid Procedures Order for details about the sale
process. Listed below are some of the important bidding procedure
requirements for potential bidders:
Dates: Deadline to submit a Qualified Bid is October 5th at 4 p.m.
The Auction will be October 11th at the Troutman Sanders law firm
in Atlanta, GA starting at 10 a.m.
The Sale Hearing to confirm the winning bidder will be October 18th
at 10 a.m. before Judge Glenn in Jacksonville, FL.
Financial requirements: Minimum bid of $21,500,000 and a 10%
deposit is required with the bid by October 5th at 4 p.m.
Other requirements: Bid increments at Auction will be $500,000. A
form of asset purchase agreement is attached to the Sale Motion
(Doc. 1055) and bidders must provide a substantially similar, same
or better form with any bid. The Sale Motion (Doc. 1055) may be
found at this link:
http://upshotservices.s3.amazonaws.com/files/497d5a77-fff2-49a9-98f0-c32110ea0410/6f703865-1eb3-45b2-bb7f-c91e72148a8a.pdf
Interested bidders, both private and institutional, are encouraged
to review the Bid Procedures Order (Doc. 1201) and to reach out to
Brent C. Williams of Lincoln Partners Advisors LLC, financial
advisor to the Equity Committee, for information about this notice.
He can be reached at (212) 257-7750 or
BWilliams@lincolninternational.com. Potential bidders must contact
the Debtors' financial advisors directly at the contact information
provided in the Bid Procedures Order.
About RMS Titanic
Premier Exhibitions, Inc. (Nasdaq: PRXI), located in Atlanta,
Georgia, is a presenter of museum quality exhibitions throughout
the world. Premier -- http://www.PremierExhibitions.com/--
develops and displays unique exhibitions for education and
entertainment including Titanic: The Artifact Exhibition, BODIES.
The Exhibition, Tutankhamun: The Golden King and the Great
Pharaohs, Pompeii The Exhibition, Extreme Dinosaurs and Real
Pirates in partnership with National Geographic. The success of
Premier Exhibitions lies in its ability to produce, manage, and
market exhibitions.
RMS Titanic and seven of its subsidiaries filed voluntary petitions
for reorganization under Chapter 11 of the Bankruptcy Code (Bankr.
M.D. Fla. Lead Case No. 16-02230) on June 14, 2016. In the
petitions signed by former CFO and COO Michael J. Little, the
Debtors estimated both assets and liabilities of $10 million to $50
million.
The Chapter 11 cases are assigned to Judge Paul M. Glenn.
Daniel F. Blanks, Esq., and Lee D. Wedekind, III, Esq., at Nelson
Mullins Riley & Scarborough LLP, serve as the Debtors' counsel. The
Debtors employ Brian A. Wainger, Esq., at Kaleo Legal as special
litigation counsel, outside general counsel, securities counsel,
and conflicts counsel; Robert W. McFarland, Esq., at McGuireWoods
LLP as special litigation counsel; Steven L. Berson, Esq., at
Dentons US LLP and Dentons Canada LLP as outside general counsel
and securities counsel; Oscar N. Pinkas, Esq., at Dentons LLP as
outside general counsel and securities counsel.
The Debtors also employed Ronald L. Glass as Chief Restructuring
Officer and GlassRatner Advisory & Capital Group, LLC, as financial
advisors.
Guy Gebhardt, acting U.S. trustee for Region 21, on Aug. 24, 2016,
appointed three creditors to serve on an official committee of
unsecured creditors. The Committee hired Avery Samet, Esq. and
Jeffrey Chubak, Esq., at Storch Amini & Munves PC, and Richard R.
Thames, Esq. and Robert A. Heekin, Jr., Esq., at Thames Markey &
Heekin, P.A., as counsel.
The official committee of equity security holders of Premier
Exhibitions Inc. retained Peter J. Gurfein, Esq., at Landau
Gottfried & Berger LLP as counsel; Jacob A. Brown, Esq., and
Katherine C. Fackler, Esq., at Akerman LLP as Co-Counsel; and Teneo
Securities LLC as financial advisor.
PRIME PROPERTY: Judge Denies Cash Collateral Use
------------------------------------------------
The Hon. Jeff Bohm of the U.S. Bankruptcy Court for the Southern
District of Texas denied Prime Property Investments, LLC's Motion
for Authority to Use Cash Collateral for failure to provide the
correct case number in the motion and proposed order.
Prime Property Investments, LLC, filed for Chapter 11 bankruptcy
protection (Bankr. S.D. Tex. Case No. 18-32268). In the petition
signed by Thomas Miller, managing member, the Debtor estimated
assets and debt of less than $500,000. The Debtor is represented
by Robert Francis Gilbert, Esq. of Gilbert Mandke PLLC. No
official committee of unsecured creditors has been appointed in the
Chapter 11 case.
PRODUCT QUEST: Hires King & Spalding as Special Counsel
-------------------------------------------------------
Product Quest Manufacturing, LLC, and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the Middle District of
North Carolina to employ King & Spalding, LLP, as special
regulatory, transactional and litigation counsel to the Debtor.
Product Quest requires King & Spalding to:
a. advise the Debtors with respect to any claims, defenses,
preparations, and strategy regarding the prosecution of
claims under the R&W Policy and other insurance matters;
b. advise the Debtors with respect to FDA issues and perform
the range of services historically provided to Debtors by
the Firm and normally associated with FDA matters as the
Debtors' regulatory counsel;
c. advise the Debtors with respect to certain transactional
matters as requested by the Debtors, including matters
related to toll manufacturing agreements with the Debtors'
customers and potential sales of the Debtors' assets;
d. prepare on behalf of the Debtors all necessary and
appropriate motions, applications, answers, orders,
memoranda, reports, and other documents which may be
required in connection with such matters;
e. advise and represent the Debtors in all related discovery,
pre-trial and trial matters, arbitration proceedings, and
in any hearings or special meetings related to these
matters; and
f. assist the Debtors and lead bankruptcy counsel in any
Chapter 11-specific work insofar as such concerns
regulatory, transactional and the referenced litigation
matters.
King & Spalding will be paid at these hourly rates:
Attorneys $430 to $920
Paralegals $195 to $425
Prior to the Petition Date, the Debtors paid King & Spalding a
retainer in the amount of $250,000, of which $10,225.69 remains on
account as of the Petition Date. In addition to the retainer, in
the 90-period prior to the Petition Date, the Debtors paid the Firm
approximately $1,640,000 for services rendered and as reimbursement
for expenses incurred.
King & Spalding will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Paul K. Ferdinands, partner of King & Spalding, LLP, 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.
King & Spalding can be reached at:
Paul K. Ferdinands, Esq.
KING & SPALDING, LLP
1180 Peachtree Street
Atlanta, GA 30309
Tel: (404) 572-4600
About Product Quest Manufacturing
Product Quest Manufacturing, LLC, is a manufacturer of
over-the-counter drugs and cosmetics, as well as some prescription
drugs and animal health products.
Product Quest Manufacturing and its affiliates sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. M.D. N.C. Lead Case
No. 18-50946) on Sept. 7, 2018. At the time of the filing, Product
Quest estimated assets of $100 million to $500 million and
liabilities of $100 million to $500 million. Judge Lena M. James
presides over Product Quest's cases. The Debtors tapped Northen
Blue LLP as their legal counsel; and Kurtzman Carson Consultants
LLC as their claims, noticing, and balloting agent. The Debtors
hire Northen Blue, LLP as its legal counsel; King & Spalding, LLP,
as special regulatory, transactional and litigation counsel.
RED TAPE: Agreed Order on Continued Cash Collateral Use Entered
---------------------------------------------------------------
The Hon. Eduardo V. Rodriguez of the U.S. Bankruptcy Court for the
Southern District of Texas has signed an Agreed Order continuing
the agreed order granting Red Tape, Inc. and Red Tape II, Inc.'s
Motion for Authority to Use Cash Collateral.
The use of cash collateral provisions of the Agreed Order will
remain in effect until Sept. 6, 2018, or until otherwise ordered by
the Court.
A copy of the Order is available at
http://bankrupt.com/misc/txsb17-10443-112.pdf
About Red Tape
Red Tape Inc. is a small organization in the civic, social, and
fraternal associations industry located in Brownsville, Texas. Red
Tape Inc., based in Brownsville, TX, and its debtor-affiliates
sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case
No.17-10443) on Nov. 22, 2017. In the petition signed by Ramiro
Armendariz, its president, the Debtors estimated $1 million to $10
million in assets and liabilities. The Hon. Eduardo V. Rodriguez
presides over the case. Ricardo Guerra, Esq., at Guerra & Smeberg,
PLLC, serves as bankruptcy counsel.
RENAISSANCE PARTNERS: To Pay Unsecureds 45% Under Latest Plan
-------------------------------------------------------------
Renaissance Partners, LLC filed a first amended combined plan and
disclosure statement.
All of the Assets of the Reorganized Debtor, including all
furniture, fixtures, equipment, intangibles, movable property and
immovable property will revest in Renaissance free and clear of any
mortgage, lien, judgment and/or other encumbrances, none of which
will be recognized and maintained under this plan, except for the
mortgages of Classes l through 6. Renaissance will receive a
discharge of all dischargeable debts upon plan confirmation.
The General Premise of the Plan is that David Groner, Michael
Valls, and Edward Bell will pay Renaissance $40,000 in new value to
retain their current ownership interests in the Debtor. Renaissance
will use the new value contributed and the cash generated by
operations to pay unsecured creditors a pro rata portion of
$182,000 or the full allowed amount of their claims, whichever is
less, over seven years, and to pay secured creditors over time.
Based on unsecured claims not covered by insurance proceeds of
$402,530.57, these payments will result in a 45% dividend to
unsecured creditors. All allowed unsecured claims will be paid a
pro-rata portion of $6,500 per quarter until all allowed unsecured
claims are paid in full.
The cash investment by Renaissance's members and the revenues
derived from operations may not be sufficient to make all payments
due under the plan payments. There is some chance that Renaissance
may not be able to operate its RV Park at a profit, especially
given the higher vacancy rate caused by plant layoffs. However,
Renaissance believes it can do this and will try its utmost to
ensure that all creditors are paid as specified in this plan.
A full-text copy of the First Amended Disclosure Statement is
available at:
http://bankrupt.com/misc/lawb18-50024-78.pdf
About Renaissance Partners
Based in New Iberia, Louisiana, Renaissance Partners, LLC is a
privately-held company that owns a real property located at 1278
School Street, 1230 Main Street, Hackberry, Louisiana, valued by
the company at $1.65 million.
Renaissance Partners sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. La. Case No. 18-50024) on Jan. 9,
2018. David Groner, member, signed the petition.
At the time of the filing, the Debtor disclosed $1.92 million in
assets and $2.22 million in liabilities.
Judge Robert Summerhays presides over the case. The Debtor hired
Weinstein & St. Germain, LLC, as its legal counsel.
RESURRECTION LIFE: Hires John E. Dunlap as Attorney
---------------------------------------------------
Resurrection Life Ministries, Inc., seeks authority from the US
Bankruptcy Court for the Western District of Tennessee, Western
Division, to hire John E. Dunlap as attorney for the debtor.
Services required of Mr. Dunlap are:
a. advise the debtor with respect to his powers and duties as
debtor in possession in the continued management and operation of
his business;
b. attend meeting of creditors and negotiate with
representatives of creditors and other parties in interest and
advise and consult on the conduct of the case, including all of the
legal and administrative requirements of operating in Chapter 11;
c. take all necessary action to protect and preserve the
debtor's estate, including prosecution of actions on his behalf,
the defense of any actions commenced against him, negotiate
concerning all litigation in which the debtor is involved, and
objections to claims filed against the estate;
d. prepare on behalf of the debtor all motions, applications,
answers, orders, reports and papers necessary to the administration
of the estate;
e. negotiate and prepare on the debtor's behalf a plan of
reorganization, disclosure statements, and all related agreements
and documents and take all necessary action on behalf of the debtor
to obtain confirmation of such a plan;
f. advise the debtor in connection with the sale of assets;
g. appear before this Court, and any appellate courts, and the
U.S. Trustee and protect the interest of the debtor's estate before
such Court and the U.S. Trustee; and
h. perform all other necessary legal services and provide all
necessary legal advice to the debtor in connection with this
Chapter 11 case.
John E. Dunlap assures the Court that he is a disinterested person
as defined by Section 101(14) of the Bankruptcy Code and does not
hold any interest or represent any interest adverse to the
bankruptcy estate.
Mr. Dunlap will charge $200 an hour for his services.
The counsel can be reached through:
John E. Dunlap, Esq.
3294 Polar Avenue #240
Memphis, TN 38111
Phone: (901) 320-1603
E-mail: jdunlap00@gmail.com
About Resurrection Life Ministries
Based in Memphis, Tennessee, Resurrection Life Ministries, Inc.,
d/b/a Grace Christian Fellowship Church, Inc., is an
interdenominational, Christ-centered ministry that seeks to apply
New Testament principles to every area of peoples' lives. The
petition was signed by Leo Holt, pastor. The Church filed for
chapter 11 protection on (Bankr. W.D. Tenn. Case No. 18-27490) on
Sept. 7, 2018, listing its total assets at $640,000 and total
liabilities at $4,120,718.
REVENUE CYCLE: Seeks Authorization on Cash Collateral Use
---------------------------------------------------------
Revenue Cycle Solutions, LLC, seeks authorization from the U.S.
Bankruptcy Court for the Eastern District of Texas to use cash
collateral.
The Internal Revenue Service asserts that it is secured by a first
priority lien on substantially all of Debtor's assets.
In consideration for the interim use of cash collateral, and as
adequate protection for any diminution of the interest of IRS in
the Prepetition Collateral, the Debtor tenders to the IRS, to the
extent IRS may hold valid, perfected and unavoidable lien in the
Prepetition Collateral, additional and replacement security
interests and liens equivalent to a lien granted under sections
364(c)(2) and (3) of the Bankruptcy Code, in and upon the Debtor's
personal property and the cash collateral, whether such property
was acquired before or after the Petition Date.
In addition to the Replacement Liens, the Debtor believes that the
IRS will be adequately protected as a result of the continued
business operations. But for the continued business operation of
the Debtor, the Prepetition Collateral would be reduced to a
liquidation value.
A full-text copy of the Debtor's Motion is available at
http://bankrupt.com/misc/txeb18-41724-8.pdf
About Revenue Cycle Solutions
Revenue Cycle Solutions, LLC --
http://www.revenuecyclesolutions.com/-- is a healthcare consulting
firm specializing in revenue cycle reviews, interim patient account
management services and customized revenue-related projects. RCS
offers creative and cost-effective solutions to problems related to
the capture, billing issues, and collection of health care
revenue.
Revenue Cycle Solutions filed a Chapter 11 petition (Bankr. E.D.
Tex. Case No. 18-41724) on Aug. 6, 2018. The Debtor is represented
by Michael S. Mitchell, Esq. of Demarco-Mitchell, PLLC. The
petition was signed by Jennifer Floren, director of finance, Med
Elect, LLC, the managing member of Revenue Cycle Solutions. At the
time of filing, the Debtor estimated $0 to $50,000 in estimated
assets and $10 million to $50 million in estimated liabilities.
ROBERT T. WINZINGER: Hires Mineral Valuation as Appraiser
---------------------------------------------------------
Robert T. Winzinger, Inc., seeks authority from the U.S. Bankruptcy
Court for the District of New Jersey to employ Mineral Valuation &
Capital, Inc., as appraiser to the Debtor.
Robert T. Winzinger requires Mineral Valuation to prepare appraisal
damages in connection with an inverse condemnation lawsuit of the
real property located at Block 6402, Lot 7 Lauries Road, Woodland
Township, Burlington County, New Jersey.
Mineral Valuation will be paid as follows:
Geologic Assessment (Phase 2) $200 per hour
Mineral Valuation, General Support
(Phase 1, 3, 4) $325 per hour
Deposition and Trial Testimony
(Phase 5) $425 per hour
Mineral Valuation will also be reimbursed for reasonable
out-of-pocket expenses incurred.
John Lizak, a partner at Mineral Valuation & Capital, Inc., 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.
Mineral Valuation can be reached at:
John Lizak
MINERAL VALUATION & CAPITAL, INC.
1903 Main St.
Northhampton, PA 18067
Tel: (610) 262-9120
About Robert T. Winzinger
Founded in 1960, Robert T. Winzinger, Inc. -- http://winzinger.com/
-- is a full-service contractor for roads, excavation, land
development and demolition, utility and marine construction, and
recycling technologies. Winzinger is certified as a W.B.E. with
the N.J. Dept. of Treasury - Division of Property Management &
Construction; Licensed Contractor with City of Philadelphia; Small
Business Enterprise with the City of Philadelphia; Small Business
Enterprise with the State of New Jersey; Public Works Contractor
with the State of New Jersey; Home Improvement Contractor with the
State of New Jersey Division of Consumer Affairs; and Maintains a
Certificate of Employee Report with the State of New Jersey.
Robert T. Winzinger, Inc., filed a Chapter 11 petition (Bankr.
D.N.J. Case No. 17-25972) on Aug. 7, 2017. In the petition signed
by Audrey Winzinger, vice president, secretary, and treasurer, the
Debtor estimated $10 million to $50 million in assets and $1
million to $10 million in liabilities.
The Hon. Kathryn C. Ferguson is the case judge.
David A. Kasen, Esq., at Kasen & Kasen, serves as the Debtor's
counsel.
S & S HEAVY: Tiger Group to Conduct Asset Auction on September 25
-----------------------------------------------------------------
By order of the U.S. Bankruptcy Court, Tiger Group in cooperation
with Liquidity Services is conducting an online-only offering of
late-model Kenworth, Peterbilt and other oilfield tractor trucks
and crude oil tanker trailers formerly owned by S&S Heavy Haul LLC.
The assets are primarily located at the bankrupt Idaho Falls-based
company's facilities in Enid, Okla. and Steubenville, Ohio.
"Trucking companies of all types, as well as those focused on the
petroleum industry, will find tremendous value in the range of
tractor trucks and crude oil tanker trailers offered in this
auction," said Chad Farrell, Managing Director of Tiger's
Commercial & Industrial Division. "This represents a unique
opportunity to acquire late-model, well-kept equipment at
competitive prices."
Online bidding for the assets will commence September 18 at
www.SoldTiger.com and will close in rapid succession, live auction
style on September 25 at 10:30 a.m. (PT). All bidders are required
to register prior to the sale at SoldTiger.com.
Previews will be held September 21 from 10:00 am to 4:00 p.m. (CT)
at 1323 West Poplar Enid, Okla.; and on September 24 from 10:00
a.m. to 4:00 p.m. (ET) at 440 South Third Street, Steubenville,
Ohio.
The auction's selection of tractor trucks includes models -- as new
as 2016 and 2017 -- by Kenworth, Troxell, Peterbilt and Western
Star. Crude oil tanker trailers by Troxell and others will also be
up for bid.
For complete information on the assets, visit: soldtiger.com.
S & S Heavy Haul, LLC filed for Chapter 7 bankruptcy on June 18,
2018 in the U.S. Bankruptcy Court of Texas (case number
4:18-bk-33318).
S360 RENTALS: 12-14 Main St. Buying Davis Property for $1.4 Million
-------------------------------------------------------------------
S360 Rentals, LLC asks the U.S. Bankruptcy Court for the Eastern
District of California to authorize the sale of the real property
located at 4209 Almond Lane, Davis, California, (APN
069-120-013-000), to 12-14 Main St, LLC for $1.4 million, subject
to overbid.
A hearing on the Motion is set for Oct. 3, 2018 at 10:00 a.m.
The Debtor is the owner of the real property. The real property is
encumbered by a first deed of trust securing a loan currently held
by four individuals (Eric Goto, Michaelle Kauffman, Paul Barth and
Rodney and Janet Thompson), each holding a fractional interest of
the whole with a estimated pay-off as of Oct. 1, 2018 of $860,745.
It is also encumbered by a second deed of trust securing a loan
currently held by Ronald P. Elvidge with an estimated pay-off as of
March 1, 2018 of $524,866. The lien held by Mr. Elvidge was
created to partially secure a settlement agreement between Mr.
Elvidge and Ray Sahadeo, the managing member of the Debtor. The
amount owed under that settlement agreement is disputed and is the
subject of litigation between Mr. Shadeo and Mr. Elvidge. The
Debtor disputes the amount owed and whether or not the obligation
is a secured claim against the real property. It will be filing an
objection to the claim of Mr. Elvidge.
The proposed sale is subject to bankruptcy court approval and any
overbidding that may occur at the hearing.
From the proceeds of the sale, the first lender will be paid in
full and any property taxes owed will be paid. The remaining funds
will be deposited into an escrow account pending the resolution of
the claim of creditor Ronald P. Elvidge.
The sale is subject to overbidding. The Debtor will be asking that
all overbidding proceed as follows:
a. Any overbidder will bring a $500,000 cashier's check
payable to Fidelity National Title Co. prior to eligibility for
bidding to be immediately deposited into escrow in the event the
overbidder is successful. This deposit will only be refunded if
the Debtor fails to perform its obligations to sell the property.
b. The overbidder will bring to the sale, proof of funds of at
least $1.41 million or the overbid will be deemed void and the sale
to 12-14 Main St, LLC will proceed.
c. Bidding will proceed in increments of $10,000 starting at
$1.41 million.
d. If the successful bidder fails to close escrow within five
days of the escrow period stated in the purchase agreement due to
the fault of the overbidder, the overbidder's deposit will be
credited to Debtor outside of escrow and the sale to 12-14 Main St,
LLC as outlined in the documents included as exhibits in this
motion will proceed as if there was no overbid.
Finally, the Debtor asks the Court to waive the application of Rule
6004(h) so that it can promptly consummate the sale to the Buyer or
other successful bidder within less than 14 days from entry of the
Court's order approving the sale.
About S360 Rentals
S360 Rentals, LLC, filed as a single asset real estate (as defined
in 11 U.S.C. Section 101(51B)), whose principal assets are located
at 4209 Almond Lane Davis, California.
S360 Rentals sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. E.D. Cal. Case No. 18-20774) on Feb. 12, 2018. In the
petition signed by Raymond Sahadeo, managing member, the Debtor
estimated assets of $1 million to $10 million and liabilities of
less than $500,000. Judge Christopher D. Jaime presides over the
case.
SAMUELS JEWELERS: Committee Taps Foley & Lardner as Counsel
-----------------------------------------------------------
The Official Committee of Unsecured Creditors of Samuels Jewelers,
Inc., seeks authority from the U.S. Bankruptcy Court for the
District of Delaware to retain Foley & Lardner LLP as its counsel.
Services required of Foley are:
a. advise the Committee with respect to its rights, powers and
duties;
b. advise the Committee in its consultations with the Debtor
relative to the administration of the Chapter 11 Case;
c. advise the Committee in analyzing the claims of the
Debtor's creditors and in negotiating with such creditors;
d. advise the Committee with respect to its investigation of
the acts, conduct, assets, liabilities, and financial condition of
the Debtor, the operations of the Debtor's business and the
desirability of the continuance of such business, motions filed,
assets of the estate and any other matters relevant to the Chapter
11 Case or to the formulation of a plan;
e. advise the Committee with respect to the contemplated sale
of the Debtor's assets;
f. assist the Committee in its analysis of, and negotiations
with, the Debtor or any third party concerning matters related to,
among other things, cash collateral usage and financing to be
obtained in the Chapter 11 Case and the terms of any plan of
reorganization or liquidation of the Debtor;
g. assist and advise the Committee with respect to its
communications with the general creditor body regarding significant
matters in the Chapter 11 case;
h. represent the Committee at hearings and other proceedings;
i. review and analyze applications, orders, statements of
operations, and schedules filed with the Court and advising the
Committee as to their propriety;
j. take necessary actions to protect and preserve the
interests of the Committee, including, but limited to (i) possible
prosecution of actions on its behalf, (ii) if appropriate,
negotiations concerning all litigation in which the Debtor is
involved, and (iii) if appropriate, reviewing and analyzing claims
filed against the Debtor's estate;
k. appearing, as appropriate, before this Court, the appellate
courts, and the United States Trustee, to protect the interests of
the Committee before those courts and before the United States
Trustee;
l. assist the Committee in preparing pleadings, motions,
applications, answers, orders, reports and papers as may be
necessary in furtherance of the Committee's interests and
objections; and
m. perform such other legal services as may be required and
are deemed to be in the interests of the Committee in accordance
with the Committee's powers and duties as set forth in the
Bankruptcy Code.
Foley's current standard hourly rates are:
Erika L. Morabito Partner $1,000
Brittany J. Nelson Partner $725
Tamar N. Dolcourt Senior Counsel $620
Jack G. Haake Associate $485
Edna Dianne Thomas-Nichols Paralegal $245
Erika L. Morabito, a partner of the law firm Foley & Lardner LLP,
attests that Foley does not hold or represent an interest adverse
to the Debtor, their estate or the Committee, and, therefore, is a
"disinterested" person within the meaning of Sections 101(14) and
327(a) of the Bankruptcy Code.
In accordance with Appendix B-Guidelines for Reviewing Applications
for Compensation and Reimbursement of Expenses Filed under 11
U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, Erika L.
Morabito disclosed that:
-- it has not agreed to any variations from, or alternatives
to, its standard or customary billing arrangements for this
engagement;
-- none of the professionals included in the engagement vary
their rate based on the geographic location of the bankruptcy
case;
-- the firm has not represented the Committee in the 12 months
prepetition; and
-- the Committee has approved WTP's proposed hourly billing
rates.
The counsel can be reached through:
Erika L. Morabito, Esq.
Brittany J. Nelson, Esq.
FOLEY & LARDNER LLP
3000 K Street, N.W., Suite 600
Washington, D.C. 20007-5109
Tel: (202) 672-5300
Fax: (202) 672-5399
E-mail: emorabito@foley.com
bnelson@foley.com
About Samuels Jewelers
Samuels Jewelers, Inc. -- http://www.samuelsjewelers.com/--
operates a chain of jewelry stores with more than 120 stores in 23
states across the United States. These stores are located
primarily in strip-mall centers, major shopping malls and as
stand-alone stores.
Samuels Jewelers filed for Chapter 11 protection (Bankr. D. Del.
Lead Case No. 18-11818) on Aug. 7, 2018. In the petition signed by
CEO Farhad K. Wadia, Samuels Jewelers estimated assets of $100
million to $500 million and liabilities of $100 million to $500
million.
Jones Day and Richards, Layton & Finger, P.A., serve as counsel to
the Debtor. Berkeley Research Group, LLC, acts as financial
advisor, SSG Advisors, LLC, is the investment banker, and Prime
Clerk LLC serves as claims and noticing agent to the Debtor.
On Aug. 16, 2018, the U.S. Trustee appointed a seven-member panel
to serve as the Official Committee of Unsecured Creditors in the
Debtors' cases. The Committee tapped Foley & Lardner LLP as its
counsel; Whiteford, Taylor & Preston LLC as its co-counsel; and
Province, Inc. as financial advisor.
SAMUELS JEWELERS: Committee Taps Province Inc. as Financial Advisor
-------------------------------------------------------------------
The Official Committee of Unsecured Creditors of Samuels Jewelers,
Inc. seeks authority from the United States Bankruptcy Court for
the District of Delaware to retain Province, Inc. as financial
advisor to the Committee.
Services Province will render for the Committee are:
a. become familiar with and analyzing the Debtor's DIP budget,
assets and liabilities, and overall financial condition;
b. review financial and operational information furnished by
the Debtor to the Committee;
c. assess the Debtor's various pleadings and proposed
treatment of unsecured creditor claims therefrom;
d. assist the Committee in determining how to react to the
Debtor's restructuring plan or in formulating and implementing its
own plan;
e. prepare, or review as applicable, avoidance action and
claim analyses;
f. assist the Committee in reviewing the Debtor's financial
reports, including, but not limited to, SOFAs, Schedules, cash
budgets, and Monthly Operating Reports;
g. advise the Committee on the current state of this chapter
11 case;
h. advise the Committee in negotiations with the Debtor and
third parties as necessary;
i. if necessary, participate as a witness in hearings before
the bankruptcy court with respect to matters upon which Province
has provided advice; and
j. other activities as are approved by the Committee, the
Committee's counsel, and as agreed to by Province.
Province's standard hourly rates are:
Principal $790-835
Managing Director $620-685
Senior Director $570-610
Director $480-560
Sr. Associate $395-475
Associate $350-390
Analyst $285-345
Para professional $150
Michael Atkinson, principal with the firm of Province, Inc.,
attestst that neither the Firm, nor any of its employees represent
any interest adverse to that of the Committee in the matters on
which they are to be retained.
The advisor can be reached through:
Michael L. Atkinson
Province Inc.
2360 Corporate Circle, Suite 330
Henderson, NV 89074
Tel: 702-685-5555
Fax: 702-685-5556
About Samuels Jewelers
Samuels Jewelers, Inc. -- http://www.samuelsjewelers.com/--
operates a chain of jewelry stores with more than 120 stores in 23
states across the United States. These stores are located
primarily in strip-mall centers, major shopping malls and as
stand-alone stores.
Samuels Jewelers filed for Chapter 11 protection (Bankr. D. Del.
Lead Case No. 18-11818) on Aug. 7, 2018. In the petition signed by
CEO Farhad K. Wadia, Samuels Jewelers estimated assets of $100
million to $500 million and liabilities of $100 million to $500
million.
Jones Day and Richards, Layton & Finger, P.A., serve as counsel to
the Debtor. Berkeley Research Group, LLC, acts as financial
advisor, SSG Advisors, LLC, is the investment banker, and Prime
Clerk LLC serves as claims and noticing agent to the Debtor.
On Aug. 16, 2018, the U.S. Trustee appointed a seven-member panel
to serve as the Official Committee of Unsecured Creditors in the
Debtors' cases. The Committee tapped Foley & Lardner LLP as its
counsel; Whiteford, Taylor & Preston LLC as its co-counsel; and
Province, Inc. as financial advisor.
SAMUELS JEWELERS: Committee Taps Whiteford Taylor as Co-Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of Samuels Jewelers,
Inc., seeks authority from the United States Bankruptcy Court for
the District of Delaware to retain Whiteford, Taylor & Preston LLC
as its co-counsel.
Services WTP as co-counsel will render are:
a. provide legal advice regarding local rules, practices, and
procedures and providing substantive and strategic advice on how to
accomplish Committee goals;
b. take actions necessary to preserve, protect and maximize
the value of the Debtors' bankruptcy estates for the benefit of
general unsecured creditors, including, without limitation,
investigating the actions and business of the Debtors, reviewing
the Debtors' post-petition financing, investigating the lenders'
liens, claims, and encumbrances and any potential causes of action
related thereto, reviewing Debtors' schedules of assets and
liabilities, statement of financial affairs and other documents and
information demonstrating or evidencing assets, liabilities, and
potential sources of recovery for general unsecured creditors, and
analyzing retention applications for estate professionals;
c. investigate potential claims and causes of action that are
property of the Debtor's bankruptcy estate, including, but not
limited to, avoidance actions, claims and causes of action against
the Debtor's current and former directors and officers;
d. prepare certificates of no objection, certifications of
counsel, and notices of fee
applications;
e. print documents and pleadings for hearings, preparing
binders of documents and pleadings for hearings;
f. appear before this Court, any appellate court and any other
court of competent
jurisdiction as is necessary to advance the interests of general
unsecured creditors and at any meetings of creditors on behalf of
the Committee;
g. participate in calls with the Committee;
h. coordinate with Foley on the preparation, filing, and
serving motions, answers,
objections, responses, pleadings and other documents reasonably
necessary to preserve and enhance value for general unsecured
creditors; and
i. provide all other legal services necessary to, or requested
by, the Committee in
this case.
Current standard hourly rates of the WTP professionals are:
Christopher M. Samis Partner $565
L. Katherine Good Partner $540
Aaron H. Stulman Associate $390
Christopher Lano Paralegal $265
In accordance with Appendix B-Guidelines for Reviewing Applications
for Compensation and Reimbursement of Expenses Filed under 11
U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases,
Christopher M. Samis disclosed that:
-- it has not agreed to any variations from, or alternatives
to, its standard or customary billing arrangements for this
engagement;
-- none of the professionals included in the engagement vary
their rate based on the geographic location of the bankruptcy
case;
-- the firm has not represented the Committee in the 12 months
prepetition; and
-- the Committee has approved WTP's proposed hourly billing
rates.
Christopher M. Samis, partner of the law firm of Whiteford, Taylor
& Preston LLC, attests that WTP is a "disinterested person" as that
term is defined in section 101(14) of the Bankruptcy Code.
The counsel can be reached through:
Christopher M. Samis, Esq.
L. Katherine Good, Esq.
Aaron H. Stulman, Esq.
WHITEFORD, TAYLOR & PRESTON LLC
The Renaissance Centre, Suite 500
405 North King Street
Wilmington, DE 19801-3700
Tel: (302) 353-4144
Fax: (302) 661-7950
Email: csamis@wtplaw.com
kgood@wtplaw.com
astulman@wtplaw.com
About Samuels Jewelers
Samuels Jewelers, Inc. -- http://www.samuelsjewelers.com/--
operates a chain of jewelry stores with more than 120 stores in 23
states across the United States. These stores are located
primarily in strip-mall centers, major shopping malls and as
stand-alone stores.
Samuels Jewelers filed for Chapter 11 protection (Bankr. D. Del.
Lead Case No. 18-11818) on Aug. 7, 2018. In the petition signed by
CEO Farhad K. Wadia, Samuels Jewelers estimated assets of $100
million to $500 million and liabilities of $100 million to $500
million.
Jones Day and Richards, Layton & Finger, P.A., serve as counsel to
the Debtor. Berkeley Research Group, LLC, acts as financial
advisor, SSG Advisors, LLC, is the investment banker, and Prime
Clerk LLC serves as claims and noticing agent to the Debtor.
On Aug. 16, 2018, the U.S. Trustee appointed a seven-member panel
to serve as the Official Committee of Unsecured Creditors in the
Debtors' cases. The Committee tapped Foley & Lardner LLP as its
counsel; Whiteford, Taylor & Preston LLC as its co-counsel; and
Province, Inc. as financial advisor.
SANABI INVESTMENTS: Gets Final OK on Continued Cash Collateral Use
------------------------------------------------------------------
The Hon. Laurel M. Isicoff of the U.S. Bankruptcy Court for the
Southern District of Florida has entered an Agreed Final Order
authorizing Sanabi Investments, L.L.C., d/b/a Oscar's Moving &
Storage, to use cash collateral which will terminate after December
31, 2018.
The Debtor is authorized to use its prepetition collateral
including without limitation cash, deposit accounts, payments from
customers, and accounts receivable in accordance with the amended
budget, so long as the aggregate of all expenses of the Debtor do
not exceed the amount in the Budget for the Debtor by a 10%
variance.
Newtek Small Business Finance, LLC, is granted with replacement
liens of equal extent, validity, priority and dignity to Newtek's
prepetition liens that attach automatically and without
interruption to all post-petition collateral of the same
description as that subject to the Newtek's prepetition liens.
The Debtor will keep and maintain liability and casualty insurance
for itself and its vehicles and will provide evidence of such
insurance, unless it has done so prior to the entry of the Agreed
Order.
As adequate protection to Newtek???s interest, the Court finds that
the appropriate payment to Newtek is $3,056.00 per month. Debtor
will make monthly payments to Lender with payment being due on or
before the 5th of the month. Any payments made to Lender from
Debtor will be applied to the principal of the loan.
The Debtor's authority to use cash collateral will terminate
immediately upon: (a) the appointment of a Chapter 11 Trustee in
the Debtor's case, (b) the conversion of the Debtor's Chapter 11
case to a case under Chapter 7 of the Bankruptcy Code, (c) the
filing of an "unresponded to" affidavit, or (d) the entry of an
order of the Court terminating such use.
A full-text copy of the Agreed Final Order is available at
http://bankrupt.com/misc/flsb18-16699-45.pdf
About Sanabi Investments
Sanabi Investments, L.L.C. filed a Chapter 11 petition (Bankr. S.D.
Fla. Case No. 18-16699) on June 1, 2018. In the petition signed by
Saady Bijani, managing member, the Debtor estimated $50,000 to
$100,000 in assets and $500,000 to $1 million in liabilities. Chad
T. Van Horn, Esq., at the Law Offices of Alla Kachan, P.C., is the
Debtor's counsel.
SAND HILLS METROPOLITAN: Plan of Adjustment Proposes Liquidation
----------------------------------------------------------------
Sand Hills Metropolitan District filed a disclosure statement
describing its first amended plan for the adjustment of debts dated
Sept. 14, 2018.
The Plan is a liquidating plan that will enable Sand Hills to
dissolve as required by Colorado statute. The Plan provides for the
disbursement of the Lochbuie Segregated Funds and the Sand Hills
Segregated Funds to Barrett and Bonanza, a refund of certain taxes
paid by Noble, a refund of all 2017 taxes, the liquidation of Sand
Hills' Non-Cash Assets, and the pro rata distribution to other
creditors of the remaining monies held in the Sand Hills' general
fund and the net sale proceeds of the asset liquidation. All debts
will be deemed discharged after confirmation. The Confirmation
Order will therefore be deemed an adjudication that Sand Hills'
financial obligations will be adequately provided for prior to
dissolution by means of escrow funds as required for dissolution
under C.R.S. section 32-1-704(3)(a) and, upon entry of said order,
Sand Hills will petition for dissolution pursuant to C.R.S. section
32-1-701(1).
Class 4 under the plan consists of the Allowed Claims of all
taxpayers other than Bill Barrett Corporation, Bonanza Creek
Energy, Inc., and Noble Energy, Inc. and for tax years other than
2017. The Class 4 Claims will receive a Pro Rata share of all
remaining funds held by Sand Hills after payment of Classes 1, 2
and 3, the chapter 9 administrative expenses, the post-confirmation
wind up expenses, and the costs of dissolution. The estimated
amount for distribution to the Class 4 Claimants is approximately
$150,000-$200,000. The distribution to Class 4 Claimants will be
made on or before June 30, 2019. No interest or penalties will be
paid to the Class 4 Claimants.
Distribution to the Class 1 Claimants from the Lochbuie Segregated
Funds will be made prior to Confirmation. Distribution to the Class
1 Claimants from the Sand Hills Segregated Funds will be made on or
within two business days of the Confirmation Order. Distributions
to the Class 2 Claimant and Class 3 Claimants will be made from
Sand Hills' general fund on the Effective Date. After Confirmation,
Sand Hills will liquidate its Non-Cash Assets. Distributions to the
Class 4 Claimants will be made from Sand Hills' general fund and
the net sale proceeds of the asset liquidation or before June 30,
2019. Sand Hills will file a petition for dissolution promptly
after the Effective Date.
A copy of the Amended Disclosure Statement is available for free
at:
http://bankrupt.com/misc/cob18-13078-81.pdf
A copy of the original Disclosure Statement from PacerMonitor.com
is available at https://tinyurl.com/y8twc8c6 at no charge.
Based in Englewood, Colorado, Sand Hills Metropolitan District,
filed for chapter 9 protection (Bankr. D. Colo. Case No.: 18-13078)
on April 16, 2018, with estimated assets at $10 million to $50
million and estimated liabilities at $10 million to $50 million.
The petition was signed by Robert A. Lembke, president.
SEPCO CORP: Asbestos Claimants Hire Legal Analysis as Consultant
----------------------------------------------------------------
The Official Committee of Asbestos Claimants of Sepco Corporation
seeks authority from the US Bankruptcy Court for the Northern
District of Ohio, Eastern Division, to retain Legal Analysis
Systems, Inc., as consultant to the Committee on asbestos claims
values, nunc pro tunc to Aug. 27, 2018.
Services to be rendered by LAS are:
a. review and analyses of the Debtor's asbestos claims
database and review and analysis of the Debtor's resolution of
various asbestos claims;
b. formulate matrix values that will be set forth in the TDP
and otherwise provide evidence on TDP-related issues; and
c. provide testimony on matters within LAS's expertise, if
requested by the Committee.
LAS's billing rates are:
Mark A. Peterson, Ph.D. Attorney/Social Psychologist $800
Dan Relles, Ph.D. Statistician $540
Pat Ebener Survey Research Specialist $335
Mark A. Peterson, principal of Legal Analysis Systems, Inc.,
attests that LAS neither holds nor represents any interest adverse
to Debtor or its estate, the Committee, the Future Claimants'
Representative, or the Debtor's asbestos creditors with respect to
the matters for which it is to be employed.
The consultant can be reached through:
Mark A. Peterson, Ph.D.
Legal Analysis Systems
970 Calle Arroyo
Thousand Oaks, CA 91360
Tel: (805)499-3572
About Sepco Corporation
Aurora, Ohio-based Sepco Corporation filed a Chapter 11 bankruptcy
petition (Bankr. N.D. Ohio. Case No. 16-50058) on Jan. 14, 2016.
The petition was signed by Richard J. Szekelyi as chief
restructuring officer. At the time of filing, the Debtor had
estimated assets and liabilities ranging from $10 million to $50
million each.
Buckley King, LPA represents the Debtor as counsel. The Debtor
employed Kurtzman Carson Consultants LLC as its notice, balloting,
and claims agent.
The case has been assigned to Judge Alan M. Koschik.
Daniel M. McDermott, the United States Trustee for Region 9,
appointed seven creditors to serve on the committee of asbestos
claimants, namely: (1) Thomas P. Glembocki; (2) Raymond Grzywinski;
(3) Morris Jacks; (4) John Lavender; (5) Joachim Hans Lohman; (6)
Harry David Tift; and (7) Patrick M. Walsh.
The Official Committee of Asbestos Claimants in the bankruptcy case
of Sepco Corporation retained Caplin & Drysdale, Chartered, as its
counsel and Brouse McDowell, A Legal Professional Association, as
its Ohio co-counsel, and Gilbert LLP as its special counsel.
Lawrence Fitzpatrick, the Future Claimants' Representatives of
Sepco Corporation, has retained Young Conaway Stargatt & Taylor,
LLP, as his bankruptcy counsel; and Black McCuskey Souers & Arbaugh
Co., LPA, as his Ohio counsel.
SHORT ENVIRONMENTAL: U.S. Trustee Unable to Appoint Committee
-------------------------------------------------------------
No official committee of unsecured creditors has been appointed in
the Chapter 11 case of Short Environmental Laboratories, Inc. as of
Sept. 17, according to a court docket.
About Short Environmental Laboratories
Short Environmental Laboratories, Inc., is a privately-held company
in Sebring, Florida, that offers environmental testing for a wide
variety of industries. Some of its services include water and
waste water testing, compliance testing, and sample collection. It
also provides ground water, soils, and surface water testing.
Short Environmental Laboratories sought protection under Chapter 11
of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-19640) on Aug.
7, 2018. In the petition signed by David Murto, president, the
Debtor disclosed $217,285 in assets and $1,463,746 in liabilities.
Judge Mindy A. Mora presides over the case. Nadine V. White-Boyd,
Esq., at the law firm of Nadine White-Boyd, is the Debtor's legal
counsel.
SKEFCO PROPERTIES: Renasant Bank Objects to Disclosure Statement
----------------------------------------------------------------
Renasant Bank objects to the Disclosure Statement and Summary of
Plan of Reorganization filed by Skefco Properties, Inc.
Renasant states: "Although there are a multitude of Plan
confirmation issues contained in the section styled 'The Secured
Claim of Renasant Bank,' noticeably missing is the Debtor's
proposal to maintain insurance and pay post-confirmation ad
valorems attendant to the real properties. In the same section, as
well as the last sentence under the section styled 'Priority
Creditors,' which appears to be errantly placed), the Disclosure
Statement provides in pertinent part: 'Skefco Properties, Inc.
disputes that Renasant Bank is a creditor as no representative from
Skefco Properties signed the notes to Renasant Bank and they remain
the sole obligation of James Skefos.'
Renasant denies the Debtor's assertions that no binding debt
instrument exists between Skefco and Renasant. Renasant also says
the statement is incorrect in that the Debtor entered into one or
more ratification agreements prior to the petition initiating this
case which ratified and confirmed the debt instruments in question,
and Debtor has sold certain properties and paid the proceeds to
Renasant Bank in contradictory to such statement."
"Further, the Disclosure Statement provides that proceeds from the
sale of Renasant's collateral shall be escrowed up to the amount of
the Bank's allowed claim. However, that treatment of the Bank's
claim is inconsistent with that provided in Skefos' Disclosure
Statement which provides for the payment of certain monthly
interest payments funded by both Skefos and Skefco Properties.
Although either Debtors' treatment of Renasant's claims runs afoul
of Title 11, the Disclosure Statements of both Skefos and Skefco
should nevertheless mirror the other since real properties securing
the obligations of both Debtors are to be used to fund interest
only payments as provided in the Skefos Disclosure Statement,"
Renasant further states.
For these reasons, Renasant asks the Court to deny approval of the
Debtor's Disclosure Statement as drawn.
Renasant Bank is represented by:
James P. Wilson, Jr., Esq.
MITCHELL, McNUTT & SAMS, P.A.
P.O. Box 1366
Columbus, MS 39703
Tel: (662) 328-2316
Email: jwilson@mitchellmcnutt.com
- and -
David W. Houston, III, Esq.
MITCHELL, McNUTT & SAMS, P.A.
P.O. Box 7120
Tupelo, MS 38802
Tel: (662) 842-3871
Email: dhouston@mitchellmcnutt.com
- and -
D. Andrew Phillips, Esq.
Rosamond H. Posey, Esq.
MITCHELL, McNUTT & SAMS, P.A.
P.O. Box 947
Oxford, MS 38655-0947
Tel: (662) 234-4845
Email: aphillips@mitchellmcnutt.com
rposey@mitchellmcnutt.com
About Skefco Properties
Skefco Properties, Inc., filed a Chapter 11 bankruptcy petition
(Bankr. W.D. Tenn. Case No. 17-28262) on Sept. 19, 2017. In the
petition signed by its president, James Skefos, the Debtor
estimated assets and liabilities under $500,000. The Debtor hired
The Law Office of Craig & Lofton, P.C., as its bankruptcy counsel;
and Eugene G. Douglass, Esq., as co-counsel.
SKYLINE RIDGE: Zarifi Buying Tucson Residential Property for $650K
------------------------------------------------------------------
Skyline Ridge, LLC, asks the U.S. Bankruptcy Court for the District
of Arizona to authorize the sale outside the ordinary course of
business of the residential property located at 7431 N Cobblestone
Road, Tucson, Arizona, Pima County Tax Parcel # 220-25-0610, to
Sami Zarifi for $650,000.
The Debtor is the owner of the Subject Property. The Debtor has
owned the Subject Property for several years. At present, the
Subject Property is worth between $625,000 and $675,000.
The Subject Property is subject to only one note and deed of trust
held by Northern Trust Bank ("NTB"). The Debtor believes that NTB
will consent to the sale.
There are unpaid real property taxes against the Subject Property
of $58,037 (thru September), and there are Homeowners Association
assessments against the Subject Property of more than $25,000.
The Debtor asserts that if NTB were to repossess the Subject
Property it would not receive net sale proceeds greater than
$600,000, and if it were to credit bid, become the purchaser, and
then resell the property in its present condition, when the sale
proceeds finally came in months later, NTB would receive less than
$650,000.
It asserts that the highest and best use of the Subject Property
would be to do a complete remodel of the Subject Property before it
is offered for sale. It has partially completed the remodel of the
Subject Property, but ran out of operating capital. Although
changing rapidly, that situation has not improved fast enough. The
Debtor asserts that if the Subject Property were completely
remodeled in a fashion that matches the luxury homes in its
neighborhood the sale price would exceed $1 million and perhaps
exceed $1.3 million. In other words, there is great value to the
bankruptcy estate if the house is remodeled before it is sold.
At the petition date, the sum of all secured claims in the case was
around $2.2 million, and that sum has been decreased by the sales
of property by the Debtor that have reduced the principal balance
on all secured claims by approximately $344,000. The Debtor has a
fiduciary duty to create a mechanism whereby the value of the
Subject Property is maximized in an efficient and expeditious
manner.
Ahmad Zarifi is the principal of and manager of Skyline Ridge, LLC.
His son, the Buyer is the owner of a general contracting business,
Sami Zarifi 14, LLC. Sami Zarifi 14 builds luxury houses,
following a model that Sami partially learned under his father's
tutelage and initially patterned after his father's business (Ahmad
Zarifi has built more than 300 homes in the Tucson area). The
Buyer, through his companies, is willing to purchase the Subject
Property and work with his father to ensure that Northern Trust
Bank receives, and other creditors of the estate, receive the
maximum benefit that could be derived under any scenario.
To fund the costs of the remodel, there will have to be two sales:
a) the 1st Sale will occur as an outright purchase of the
Subject Property for $650,000; after payment of superior liens, NTB
will be paid less than $650,000.
b) the 2nd Sale will occur when the Buyer has completed the
remodel and the property is sold to a third party at market value.
All of the transactions will be set up to ensure that the added
value of that remodel will inure to the benefit of NTB. As soon as
the 1st Sale closes, NTB will receive the present value of its
secured claim in the Subject Property. The Debtor has not hired a
realtor to represent the interest of the Debtor in the matter. The
Buyer has its own real estate agent, and he will pay that agent
whatever fee he will charge in the matter, to be paid out of escrow
and out of funds that belong solely to the Buyer. This will save
approximately $47,250 in real estate commissions (at the usual 6%
commission rate).
The Real Estate Purchase Contract is contingent upon the following
duties imposed on both sides of such contract:
a) Ahmad Zarifi is the principal of and manager of Skyline
Ridge, and he is also a licensed civil engineer with more than
thirty years of professional experience. He has agreed to draft
and submit to the Buyer for the Buyer???s use all plans for the
remodel as are necessary to obtain permits from the City of Tucson
and any other governmental entity, without any charge to the Buyer
for such activity.
b) Ahmad Zarifi will assist in all aspects of obtaining such
permits, working at the direction of Sami Zarifi, his son, who is
the principal of the Buyer, without any charge for such activity.
c) Ahmad Zarifi will perform consulting work on the completion
of the remodel of the Subject Property as is requested by the
Buyer, by Sami Zarifi 14, LLC or by Sami Zarifi in his individual
capacity, and provide all such consulting work for free.
d) The Buyer will purchase the Subject Property for $650,000,
with a $400,000 loan provided by a private party lender with that
loan transaction being brokered by John Rallis of VIP Mortgage,
Inc. Mr. Rallis is a creditor in the case and is not an insider.
e) The $250,000 remainder of the purchase price will be paid
in cash by Willpower Properties, LLC, at close of escrow.
f) After Close of Escrow, VIP's $400,000 loan will be secured
by a 1st position deed of trust in favor of VIP Mortgage (or its
assign).
g) The Buyer will then complete the remodel and advance, as
necessary, up to $100,000 of its own funds to pay for the cost of
such remodel; all choices of cabinetry, appliances, lighting,
surface materials, windows, doors, flooring, and any fixtures to be
installed on the Subject Property are all subject to the approval
of Ahmad Zarifi, which approval will be in his sole discretion;
h) In consideration of Sami Zarifi performing these tasks,
Skyline will allow Buyer to utilize any of the pre-purchased
cabinetry, appliances, lighting, countertop materials, windows,
doors, flooring, and any fixtures to be installed on the Subject
Property as a part of the Remodel provided that all of the work
performed on the Remodel is approved by Debtor.
i) The Buyer will complete the remodel within 60 calendar days
of the close of escrow of the Sale.
j. The Buyer will list the Subject Property for sale within 15
calendar days of completion of the remodel.
k) There will have to be a mechanism to ensure that when the
2nd Sale occurs, the benefits of the remodel are protected for the
benefit of the bankruptcy estate and its creditors. The parties
have settled upon this mechanism: when the Buyer takes full title
to the property at close of escrow on the 1st Sale, as soon as
VIP's deed of trust is recorded to secure its $400,000 loan, the
very next item to be recorded in sequence will be the a duly
executed Deed of Trust ("Creditors Trust Deed") that secures the
payment of that increased value to the bankruptcy estate.
l) When the time comes to transfer title to a new purchaser as
homeowner, the $400,000 VIP mortgage will have to be paid off in
order to transfer free and clear title. And, the Buyer will be
entitled to be repaid his $250,000 payment, with 10% interest
thereon accruing from the date of the 1st Sale. And, Buyer will be
paid a fee of $100,000 for the completion of the remodel. NTB can
be certain it will obtain the net benefit of completion of the
remodel by the recordation of the Creditor's Trust Deed. The
Creditors Trust Deed is the mechanism to ensure that the increased
value of the Subject Property as the result of the remodel is
returned to the bankruptcy estate.
The Debtor asserts that the Court can approve the sale of the
Subject Property solely because NTB will benefit entirely from the
sale. It asks authority from the Court to pay the costs of sale
that would normally be borne by a seller in a transaction like the
sale of the Subject Property, including but not limited to title
insurance, title company fees, and the like. It now asks an order
of the Court that will approve the transactions set forth, and
asserts that the structure of the proposed deal is the only method
to maximize the value of the Subject Property and guarantee the
maximum return to NTB.
A copy of the Contract attached to the Motion is available for free
at:
http://bankrupt.com/misc/Skyline_Ridge_148_Sales.pdf
About Skyline Ridge
Based in Tucson, Arizona, Skyline Ridge, LLC, is an Arizona limited
liability company categorized under residential contractor.
Skyline Ridge filed for chapter 11 bankruptcy protection (Bankr. D.
Ariz. Case No. 18-01908) on March 1, 2018.
In the petition signed by Ahmad Zarifi, managing member and sole
owner, the Debtor estimated assets at $1 million to $10 million and
estimated liabilities at $1 million to $10 million.
The Court appointed Sue Hill as the Debtor's licensed real and
estate agent, and Long Realty, as the licensed real estate broker.
SOUTH SIDE SALVAGE: Taps Spence Custer as Legal Counsel
-------------------------------------------------------
South Side Salvage, Inc. received approval from the U.S. Bankruptcy
Court for the Western District of Pennsylvania to hire Spence,
Custer, Saylor, Wolfe & Rose, 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.
Spence will charge an hourly fee of $300 for its services.
James Walsh, Esq., at Spence, disclosed in a court filing that the
firm and its attorneys do not hold any interest adverse to the
Debtor's estate.
The firm can be reached through:
Kevin J. Petak, Esq.
James R. Walsh, Esq.
1067 Menoher Boulevard
Johnstown, PA 15905
Tel: 814.536.0735
Fax: 814.539.1245
E-mail: kpetak@spencecuster.com
E-mail: jwalsh@spencecuster.com
About South Side Salvage
South Side Salvage, Inc. -- http://southsidesalvage.com/newsite--
provides heavy duty towing and recovery, semi-truck repair, used
truck parts, and more serving Pennsylvania, Maryland and West
Virginia. It was founded in July 2003 by William H. Oester.
South Side Salvage sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Pa. Case No. 18-70603) on Aug. 27,
2018. In the petition signed by William Oester, president, the
Debtor disclosed $1,607,478 in assets and $1,172,307 in
liabilities. Judge Jeffery A. Deller presides over the case. The
Debtor tapped Spence, Custer, Saylor, Wolfe & Rose, LLC as its
legal counsel; and Barnes Saly & Company, P.C., as its accountant.
SOUTHERN TAN: EA Buying Olathe Tanning Salon Assets for $85K
------------------------------------------------------------
Southern Tan, Inc., asks the U.S. Bankruptcy Court for the District
of Kansas to authorize the sale of the contents of its tanning
salon located at 13511 S. Mur-Len Road, #132, Olathe, Kansas, to EA
Global Enterprises, LLC, for $84,850.
The contents of the Location primarily include tanning beds,
furniture, and other fixed assets in "as is" condition. The sale
will be free and clear of all liens, interests, and encumbrances.
The Debtor believes that the sale is in the best interests of the
Chapter 11 estate and its creditors, is proposed in good faith, and
is fully justified.
A copy of the Agreement attached to the Motion is available for
free at:
http://bankrupt.com/misc/Southern_Tan_133_Sales.pdf
The Purchaser:
EA GLOBAL ENTERPRISES, LLC
Attn: Arin Iveson
13511 S. Mur-Len Rd.
Olathe, KS 66062
About Southern Tan
Southern Tan, Inc., operator of three tanning salons within the
Kansas City area, filed a chapter 11 petition (Bankr. D. Kan. Case
No. 16-22397) on Dec. 6, 2016. David Henshaw, president, signed
the petition. The Debtor estimated assets and liabilities at
$500,001 to $1 million. The Debtor is represented by Colin N.
Gotham, Esq., at Evans & Mullinix, P.A.
STEWART DUDLEY: Magnify Trustee Selling Condo Unit 1630 for $276K
-----------------------------------------------------------------
Jeffery J. Hartley, Chapter 11 Trustee for Magnify Industries, LLC,
asks the U.S. Bankruptcy Court for the Northern District of Alabama
to authorize the sale of the condominium unit 1630 located at
Emerald Beach Resort in Panama City Beach, Florida to Janardhan
Reddy Sarsam for $276,000.
The anticipated net proceeds are $255,303. The Buyer of the Unit
wishes to close as soon as practicable. The sale of the Unit would
reduce the expenses and carrying costs. The initial deposit is
$1,500.
To the best of the Trustee's knowledge, the Buyer has no connection
to or relationship with the Debtor, Magnify or other parties in
interest.
Magnify, the current recorded title owner of the Unit, should be
ordered and directed to promptly execute all necessary documents to
effectuate the sale of the Unit. The net cash after paying the
amounts required for closing will be placed in the escrow account
at Engel, Hairston & Johanson, P.C. pending further order of the
Court.
The Trustee asks a telephonic hearing on the Motion as soon as
practicable.
A copy of the "As Is" Residential Contract For Sale And Purchase
attached to the Motion is available for free at:
http://bankrupt.com/misc/Stewart_Dudley_949_Sales.pdf
The Purchaser:
Janardhan Reddy Sarsam
6526 S Killarney Ct.
Aurora, CO 80016
About Stewart Ray Dudley
Stewart Ray Dudley filed a Chapter 11 petition (Bankr. N.D. Ala.
Case No. 16-01842) on May 5, 2016, and is represented by R. Scott
Williams, Esq. from Rumberger, Kirk & Caldwell, P.C.
In January 2017, Buffalo Rock Company and James C. Lee, III,
creditors of Stewart Ray Dudley, filed a motion for order directing
the appointment of Peter W. Colmer as Chapter 11 Trustee for the
Debtor's bankruptcy estate. They claimed that continuously acting
against the best interest of his estate, the Debtor caused numerous
assets to be transferred to Magnify Industries, LLC, including an
automobile collection previously valued at over $5,500,000; 100% of
his interest of an updated warehouse and event space commonly
referred to as Old Car Heaven previously valued at over
$1,534,000;
and 17 beach front condominiums.
Buffalo Rock is represented by Burr & Forman LLP. James C. Lee,
III, is represented by Bradley Arant Boult Cummings LLP.
The Court appointed Jeffery J. Hartley as Chapter 11 Trustee on
Feb. 24, 2017.
The Trustee:
Mr. Jeffery Hartley
P.O. Box 2767
Mobile, AL 36652
E-mail: jjh@helmsinglaw.com
The Trustee is represented by:
Ogden S. Deaton, Esq.
GRAHAM & CO.
110 Office Park Drive
Suite 200
Birmingham, AL 35223
E-mail: ogdend@grahamcompany.com
STONEHUNT LLC: Hires Moon Wright & Houston as Bankruptcy Counsel
----------------------------------------------------------------
StoneHunt, LLC, seeks authority from the U.S. Bankruptcy Court for
the Western District of North Carolina, Charlotte Division, to hire
law firm of Moon Wright & Houston, PLLC, as bankruptcy counsel.
professional services that MWH may render to the Debtor are:
(a) provide legal advice with respect to the powers and duties
as debtor-in-possession in the continued operation of its business
and management of its properties;
(b) negotiate, prepare, and pursue confirmation of a chapter
11 plan and approval of a disclosure statement, and all related
reorganization agreements and/or documents;
(c) prepare on behalf of the Debtor necessary applications,
motions, answers, orders, reports, and other legal papers;
(d) represent the Debtor in all adversary proceedings related
to the base case;
(e) represent the Debtor in all litigation arising from or
relating to causes of action owned by the estate or defending
causes of action brought against the estate, in any forum;
(f) appear in Court to protect the interests of the Debtor
before the Court; and
(g) perform all other legal services for the Debtor which may
be necessary and proper in these chapter 11 proceedings.
MWH's standard hourly rates are:
Richard S. Wright $500
Andrew T. Houston $450
Caleb Brown $250
Cole Hayes $235
Shannon Myers (Paralegal) $180
Richard W. Wright, partner in the firm of Moon Wright & Houston,
PLLC, attests that MWH does not hold or represent any interest
adverse to the Debtor's estate, and MWH is a "disinterested person"
as that phrase is defined in Section 101(14) of the Bankruptcy
Code.
The counsel can be reached through:
Richard S. Wright, Esq.
MOON WRIGHT & HOUSTON, PLLC
121 W. Trade Street, Suite 1950
Charlotte, North Carolina 28202
Tel: (704) 944-6560
Fax: (704) 944-0380
E-mail: rwright@mwhattorneys.com
About StoneHunt
StoneHunt, LLC, is a North Carolina limited liability company
engaged in real estate development business.
StoneHunt, LLC filed a voluntary petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. W.D.N.C. Case No. 18-31313) dated
Aug. 29, 2018. In the petition signed by Stoney D. Sellars,
president, the Debtor estimated $50,000 in assets and $1 million to
$10 million in liabilities. Judge Laura T. Beyer presides over the
case. Richard S. Wright, Esq., at Moon Wright & Houston, PLLC, is
the Debtor's counsel.
T CAT ENTERPRISE: Seeks Interim Authority to Use Cash Collateral
----------------------------------------------------------------
T CAT Enterprise, Inc., requests the U.S. Bankruptcy Court for the
Northern District of Illinois for interim authority to use cash
collateral.
The Debtor and Associated Bank, NA ("Bank") entered into a Business
Installment Loan. The Business Installment Loan has an outstanding
balance as of May 21, 2007 in the amount of approximately $200,000
plus accrued interest. Associated Bank asserts a security interest
in all of the Debtor's accounts receivables, inventory, deposits,
office equipment, equipment and all proceeds therein to secure the
indebtedness owed by the Debtor to Associated Bank pursuant to a
Commercial Security Agreement.
The Debtor proposes to initially make monthly adequate protection
payments to Associated Bank of $6,000 consisting of principal and
interest on the outstanding balance. The Debtor further proposes to
provide adequate protection to Associated Bank by granting
Associated Bank and any other secured creditor a postpetition lien
and security interest identical to its prepetition security
interest and agreement.
A full-text copy of the Debtor's Motion is available at
http://bankrupt.com/misc/ilnb18-22736-5.pdf
About T CAT Enterprise
T Cat Enterprise, Inc. -- http://www.tcatinc.com/-- is a
family-owned and operated construction company specializing in
excavation, railroad clean up, and snow plowing services in the
tri-state area. In addition, the Company also offers hauling
services, demolition services, and pavers and asphalt repairs.
T Cat Enterprise, Inc., based in Franklin Park, IL, filed a Chapter
11 petition (Bankr. N.D. Ill. Case No. 18-22736) on Aug. 13, 2018.
In the petition signed by James R. Trumbull, president, the Debtor
estimated $0 to $50,000 in assets and $1 million to $10 million in
liabilities. The Hon. Jack B. Schmetterer presides over the case.
Joseph E. Cohen, Esq., and Gina B. Krol, Esq., at Cohen & Krol,
serve as bankruptcy counsel to the Debtor.
TALBOTS INC: S&P Puts B- Issuer Credit Rating on Watch Negative
---------------------------------------------------------------
S&P Global Ratings placed its ratings, including its 'B-' issuer
credit rating, on Hingham, Mass.-based specialty apparel retailer
The Talbots Inc. on CreditWatch with negative implications.
The CreditWatch placement follows S&P's view that no prospective
progress by Talbots toward addressing its upcoming debt maturities
would lead to most of its capital structure becoming current in
early 2019 and due in early 2020. If the company fails to refinance
its first-lien term loan, with about $360 million outstanding due
in March 2020, its $185 million ABL revolver would become current
as early as February 2019. Despite some improvement, including
comparable sales improving to the positive low-single-digit
percentage area, second-quarter earnings were pressured due to
increased promotional activity. Given the consistently weak
operating performance in the past few quarters, the company's
significant debt burden (including a second-lien term loan with
about $90 million outstanding due in March 2021), and continued
competitive headwinds in the apparel retail segment, we think there
is heightened refinancing risk as these upcoming debt maturities
approach.
S&P expects to resolve the CreditWatch after evaluating the
long-term sustainability of Talbots' capital structure should the
term loan not be refinanced. S&P could lower the ratings to the
'CCC' area if it appears the company cannot secure long-term
refinancing in the near term.
TAOW LLC: Says Sale Proceeds to Fund Lohan Secured Claim
--------------------------------------------------------
TAOW LLC filed an amended Chapter 11 plan and accompanying
disclosure statement to disclose additional information regarding
post-bankruptcy filing activities, claims objections, and
implementation of the Plan.
The Plan states that all property of the bankruptcy estate will
revest in the Debtor upon confirmation of the Plan. The Debtor
will retain its interests in the real property known as 610
Boulevard Way, Oakland California, and its interest in its
consulting contracts with MGJV LLC and KASO LLC. The primary
source for the payment of Lars Lohan's secured claim is the
proceeds of the sale of 1414 or 1416 11th Street, Oakland,
California. A secondary source for payments required under the plan
is income received by the Debtor under Debtor's contracts with MGJV
and KASO LLC for developments services.
A copy of the Amended Disclosure Statement is available at
https://tinyurl.com/ycg8ptc5 from PacerMonitor.com at no charge.
About TAOW LLC
TAOW LLC, filed a Chapter 11 bankruptcy petition (Bankr. N.D. Cal.
Case No. 18-40158) on Jan. 18, 2018, estimating less than $1
million in assets and liabilities. The Debtor tapped the Law
Offices of Lawrence L. Szabo in Oakland, California, as counsel.
TDE OF ILLINOIS: Judge Okayed Cash Collateral Use Through Sept. 7
-----------------------------------------------------------------
The Hon. Janet S. Baer of the U.S. Bankruptcy Court for the
Northern District of Illinois has entered an order extending TDE of
Illinois Inc.'s use of cash collateral under the terms of the
Second Interim Order through September 7, 2018 pursuant to the
Budget.
The Court has previously entered a Second Interim Order authorizing
Debtor's use of cash collateral in which PNC Bank, Transtar
Industries, Ace Funding Source, LLC, GTR Source, LLC Funding
Metrics, World Global Capital, LLC and SPG Advance, LLC may claim
an interest.
In addition to all other financial and disclosures required by the
Second Interim Order, the Debtor must provide the following
documents to PNC:
(a) Profit and loss statement for the period July 9, 2018 to
the date that is eights days prior to the Continued Hearing;
(b) Statement of cash flows for the period July 9, 20108 to
the date that is eight days prior to the Continued Hearing;
(c) Profit and loss statement for the period August 15, 2018
to the date that is eight days prior to the Continued Hearing;
(d) Statement of cash flows for the period August 15, 2018 to
the date that is eight days prior to the Continued Hearing.
The Debtor's use of cash collateral is set for further hearing on
September 4, 2018 at 10:00 a.m.
A full-text copy of the Order is available at
http://bankrupt.com/misc/ilnb18-19211-60.pdf
About TDE of Illinois Inc.
TDE Group, Inc., based in Solon, Ohio, filed a Chapter 11 petition
(Bankr. N.D. Ohio Case No. 06-12890) on July 10, 2006. The Hon.
Randolph Baxter presides over the case. The Debtor hired The Law
Office of William J. Factor, Ltd. as bankruptcy counsel. In its
petition, the Debtor estimated $100,000 to $500,000 in assets and
$1 million to $10 million in liabilities.
TELL MY PEOPLE: Selling Pilot Point Non-Residential Property
------------------------------------------------------------
Tell My People, Inc. asks the U.S. Bankruptcy Court for the Eastern
District of Texas to authorize the sale of the building and land,
located at 12928 St. John Rd., Pilot Point, Texas.
The Debtor owns the Property. Prior to the Petition Date, it had
hired Shady Oaks Nursery & Landscape, LLC, to make certain
improvements on the student housing facility on the Property. The
materials, labor and services provided by Shady Oaks proved to be
subpar, at best, and, in fact, and caused significant damage to the
Property. Accordingly, the Debtor, which faced having to
substantially repair the Property, did not pay Shady Oaks all that
it claimed to be owed, which amount was alleged to be $226,909.
On May 19, 2017, Shady Oaks commenced a lawsuit against the Debtor
styled Shady Oaks Nursery & Landscape, et al. v. Tell My People,
Inc., Cause No. 17-4120-158, pending in the 158th Judicial District
Court of Denton County, alleging that the Debtor improperly
withheld the Disputed Balance.
Due the Debtor's inexperience with litigation matters in its entire
40+ years of existence and lack of counsel, Shady Oaks obtained
essentially a default judgment against the Debtor, in the principal
amount of $160,125, when the Debtor did not appear at trial in the
Lawsuit. The Default Judgment provides that Shady Oaks has a
materialman's lien on the Property and is entitled to foreclose its
interests in the Property after conducting a foreclosure sale.
Shady Oaks has scheduled the foreclosure sale for the Property on
Sept. 4, 2018. The foreclosure sale necessitates the bankruptcy
filing.
On July 13, 2018, prior to the Petition Date, the Debtor entered
into a Residential Real Estate Listing Agreement, pursuant to which
the Debtor retained Caldwell Banker Residential Brokerage to sell
the Property in an arms'-length transaction, for the highest and
best offer. The listing price under such agreement is $1.79
million. The term of the Listing Agreement is from July 18, 2018
through Jan. 31, 2019. Pursuant to the Listing Agreement, if the
Broker is successful in selling the property, it will be entitled
to a commission of up to 6% of the proceeds of the sale. The
Broker has been marketing the Property for sale since July 18,
2018. The Debtor asks the Court to authorize its assumption of a
real estate Listing Agreement.
A copy of the Listing Agreement attached to the Motion is available
for free at:
http://bankrupt.com/misc/Tell_My_People_5_Sales.pdf
The Property is no longer desirable for several reasons. First,
the Debtor has determined that in order to expand it ministry, it
needs a location with more parking space and usable interior space.
Second, because of blatant defects created by a vendor that was
hired to add a new student housing facility on the Property, the
Debtor has expended a significant amount of money to partially
repair such defects and has been informed that it will be required
to spend a significant amount more to further repairs and preserve
the value of the student housing facility. The Debtor believes
that it can find a more practical facility without so many
problems. The Debtor possesses ample and sound business reasons
for selling the Property at this time.
The Debtor proposes to sell the Property free and clear of any and
all liens, claims, interests and encumbrances.
Finally, the Debtor asks that the Court waives the 14-day stay
period under Bankruptcy Rules 6004(h) and 6006(d).
About Tell My People Inc.
Tell My People, Inc. -- http://english.tmpinc.org/-- was
established in 1976 as a non-profit, non-denominational
international religious organization. Founded by Dale and Helen
Lynch, it provides a missionary training center for training
missionaries from Latin America.
Tell My People sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. E.D. Texas Case No. 18-41981) on Sept. 3, 2018. In
the petition signed by Helen Lynch, president, the Debtor disclosed
$1,592,078 in assets and $983,000 in liabilities. Judge Brenda T.
Rhoades presides over the case. The Debtor tapped FisherBroyles,
LLP as its legal counsel. Caldwell Banker Residential Brokerage is
the Court-appointed broker.
TIGAMAN INC: Hires Cobblestone Retail Group as Real Estate Agent
----------------------------------------------------------------
Tigaman, Inc., seeks authority from the U.S. Bankruptcy Court for
the Northern District of Georgia, Atlanta Division, to hire a real
estate agent.
The Debtor has asserted an interest in and to real property located
at 1002 Canton Street, Roswell, GA. The Debtor believes selling
the Property is in the best interest of the estate.
The Debtor desires to employ the services of MD Real Estate
Partners, Inc., d/b/a Cobblestone Retail Group and agent Michele
Del Monaco to market and sell the Property.
The total commission for the sale of the property will not 6% of
the sales price of the property and shall be paid from the proceeds
of sale of the real estate.
Michele Del Monaco, agent with MD Real Estate Parbrers, Inc.,
attests that is a "disinterested person" as defined by Section
l0l(14) of the Bankruptcy Code.
The agent can be reached through:
Michele Del Monaco
MD Real Estate Partners, Inc.
24 Sloan Street
Roswell, GA 30075
Phone: +1 770-977-1071
About Tigaman Inc.
Tigaman, Inc., owns a cat clinic in Roswell, Georgia.
The Debtor previously filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bank. N.D. Ga. Case No.
13-59458) on May 1, 2013.
Tigaman again sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Ga. Case No. 18-63874) on Aug. 17, 2018. In the
petition signed by Michael Ray, president, the Debtor disclosed
$1,701,329 in assets and $1,541,335 in liabilities.
TOD LAS VEGAS: Seeks to Hire Mushkin Cica as Bankruptcy Counsel
---------------------------------------------------------------
Tod Las Vegas, LLC, seeks authority from the U.S. Bankruptcy Court
for the District of Nevada to employ Mushkin Cica Coppedge, as
bankruptcy counsel to the Debtor.
Tod Las Vegas requires Mushkin Cica to:
a. attend meetings and negotiations with other parties-in-
interest in the Bankruptcy Chapter 11 Case;
b. analyze potential resolutions to the case such as
dismissal, debtor-in-possession financing and sale;
c. take all necessary action to protect and preserve the
estate, including, the prosecution of actions, negotiations
concerning all litigation in which Debtor is involved, and
objecting to claims filed against the estate which are
believed to be inaccurate;
d. take all necessary action regarding the analysis and
investigation of claims and potential dismissal;
e. negotiate and prepare sale documents, a plan of
reorganization, disclosure statement and papers and
attending court hearings related thereto;
f. represent the Trustee in all proceedings before the
Bankruptcy Court or other courts jurisdiction over this
case, including, preparing and review all motions, answers
and orders necessary to protect the interests of Debtor's
estate;
g. assist the Trustee in developing legal positions and
strategies with respect to all facets of this proceeding;
h. prepare on behalf of Debtor necessary applications,
motions, answers, orders and other documents; and
i. all other legal services for the Trustee, as may be
necessary.
Mushkin Cica will be paid at the hourly rate of $525.
Mushkin Cica will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Dawn M. Cica, partner of Mushkin Cica Coppedge, 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.
Mushkin Cica can be reached at:
Dawn M. Cica, Esq.
MUSHKIN CICA COPPEDGE
4495 S. Pecos Rd.
Las Vegas, NV 89121
Tel: (702) 474-2400
About Tod Las Vegas
Tod Las Vegas LLC, based in Las Vegas, NV, filed a Chapter 11
petition (Bankr. D. Nev. Case No. 17-14614) on Aug. 24, 2017. The
Debtor hired Mushkin Cica Coppedge, as bankruptcy counsel. In its
petition, the Debtor estimated $4 million in assets and $3.05
million in liabilities.
TOISA LIMITED: Hires Blank Rome as Special Maritime Counsel
-----------------------------------------------------------
Toisa Limited, and its debtor-affiliates seek authority from the
U.S. Bankruptcy Court for the Southern District of New York to
employ Blank Rome LLP, as special maritime counsel to the Debtor.
Toisa Limited requires Blank Rome to provide general tax guidance
and withholding tax issues related to the U.S. federal income tax
audits of the Debtors, in relation to the sale of their various
vessels.
Blank Rome will be paid at these hourly rates:
Partners $425 to $1,195
Counsels $425 to $1,070
Associates $200 to $695
Paralegals $180 to $275
Blank Rome will also be reimbursed for reasonable out-of-pocket
expenses incurred.
In accordance with Appendix B-Guidelines for Reviewing Applications
for Compensation and Reimbursement of Expenses Filed under 11
U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the
following is provided in response to the request for additional
information:
Question: Did you agree to any variations from, or
alternatives to, your standard or customary billing
arrangements for this engagement?
Response: No.
Question: Do any of the professionals included in this
engagement vary their rate based on the geographic
location of the bankruptcy case?
Response: No.
Question: If you represented the client in the 12 months
prepetition, disclose your billing rates and
material financial terms for the prepetition
engagement, including any adjustments during the 12
months prepetition. If your billing rates and
material financial terms have changed postpetition,
explain the difference and the reasons for the
difference.
Response: Billing rates same as stated in the application.
Question: Has your client approved your prospective budget
and staffing plan, and, if so for what budget
period?
Response: Yes, Blank Rome has provided the Debtors with a
budget for the first and second interim fee
periods.
R. Anthony Salgado, partner of Blank Rome LLP, 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.
Blank Rome can be reached at:
R. Anthony Salgado, Esq.
BLANK ROME LLP
1825 Eye Street NW
Washington, DC 20006
Tel: (202) 420-2200
Fax: (202) 420-2201
About Toisa Limited
Toisa Limited owns and operates offshore support vessels for the
oil and gas industry.
Toisa Limited and its affiliates filed Chapter 11 bankruptcy
petitions (Bankr. S.D.N.Y. Lead Case No. 17-10184) on Jan. 29,
2017. In the petitions signed by Richard W. Baldwin, deputy
chairman, Toisa Limited estimated $1 billion to $10 billion in both
assets and liabilities.
Judge Shelley C. Chapman is the case judge.
Togut, Segal & Segal LLP serves as bankruptcy counsel to the
Debtors. The Debtors hired Kurtzman Carson Consultants LLC as
administrative agent, and claims and noticing agent; and Scura
Paley Securities LLC, as financial advisor.
The U.S. Trustee for Region 2 formed an official committee of
unsecured creditors on May 18, 2017. The Creditor's Committee
retained Sheppard Mullin Richter & Hampton LLP, as counsel; and
Klestadt Winters Jureller Southard & Stevens, LLP, as conflicts
counsel. Blank Rome LLP, as special maritime counsel.
TOPS HOLDING II: Court Directs 401K Contribution of $12 Million
---------------------------------------------------------------
BankruptcyData.com reported that the Court hearing the Tops Holding
II case approved the Debtors motion seeking (a) a global settlement
among Debtors, United Food And Commercial Workers International
Union District Union Local One And United Food And Commercial
Workers Local One Benefit Funds (UFCW) and (b) assumption of
amended collective bargaining agreements.
BankruptcyData related that "The key elements of the UFCW
Settlement are: (i.) Consensual modification of the applicable
collective bargaining agreements with UFCW Local One and the United
Food and Commercial Workers International Union District Union
Local 1776 KS ('UFCW Local 1776 KS') to provide for a complete
withdrawal by the Debtors from the Pension Fund as of July 31,
2018; (ii.) The Debtors shall commence participating in and making
contributions toward a defined contribution plan (the '401(k)
Plan') for the benefit of the Debtors' employees represented by the
UFCW Local One, including (a) a one-time payment of twelve million
dollars ($12,000,000) (the 'One Time 401(k) Contribution') and (b)
monthly contributions over the remaining term of the Current UFCW
Local One CBAs pursuant to an agreed contribution formula that is
estimated to achieve seventeen million dollars ($17,000,000) in
contributions over the remaining twenty-one (21) months of the
collective bargaining agreements; (iii.) The Current UFCW Local One
CBAs, as amended (the 'Amended UFCW Local One CBAs), and the
Amended UFCW Local 1776 KS CBAs shall be assumed pursuant to 11
U.S.C. section 365; The motion for payment of administrative
expenses (the 'Administrative Claim Motion') filed by the Pension
Fund and UFCW Local One is resolved, by reducing the disputed
monthly contributions by 50%, allowing such reduced amount as an
allowed administrative expenses of the Debtors' estates, and paying
such reduced amount immediately; and All claims arising from the
Debtors' obligations to contribute to the Benefit Funds under the
Current UFCW Local One CBAs and other related matters are resolved.
The UFCW Settlement is a major milestone in these chapter 11 cases.
It provides necessary savings to the Debtors by eliminating costly
recurring contributions to the Pension Fund while also assuring
that every dollar of the contributions to the 401(k) Savings Fund
will benefit their intended recipients. The UFCW Settlement
eliminates a major roadblock to the Debtors' ability to propose a
chapter 11 plan (the 'Chapter 11 Plan') and clears a path to the
Debtors' emergence from these chapter 11 cases with a deleveraged
balance sheet and sustainable cost structure."
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.
TPC FAMILY MEDICINE: Seeks Authorization on Cash Collateral Use
---------------------------------------------------------------
TPC Family Medicine and Urgent Care Clinic, PLLC, requests the U.S.
Bankruptcy Court for the Western District of Texas for interim and
final relief allowing it to use cash collateral to continue the
operation of its business.
The Debtor requests permission to pay, or have paid, its usual and
customary operating expenses of the same type and approximate
amounts set forth on the cash collateral budget.
The Debtor owns no real property and its primary assets consist of
its accounts receivable which are created on a daily basis as the
Debtor performs services for new or existing patients. The Debtor
also has approximately 7-10 thousand dollars in furniture, fixtures
and equipment.
The Debtor owes approximately $1,776 in ad valorem taxes, most of
which were assessed for the current tax year. The issues that
caused the filing of this case have also left the Debtor behind on
its Federal Tax liabilities. According to the notices received from
the Internal Revenue Service, the Debtor owes approximately
$250,521 to the service, most of which are unpaid priority 941
taxes, penalty and interest. The Debtor also owes approximately
$9,140 to the Texas Workforce Commission in unpaid unemployment
taxes.
As of the petition date, the Debtor owes unpaid wages to employees,
most of which are for the partial pay period occurring between the
last pay period and the Petition Date.
The Debtor currently owes unsecured creditors in excess of
$900,000, but more than 62% of this debt is owed to one creditor
holding an interlocutory summary judgment which is disputed by the
Debtor.
The Debtor has a loan with Frost Bank with an approximate balance
of $43,000, and the Frost Bank appears to have a first priority
secured lien on all of the Debtor's assets. The Debtor's
representative believes the Debtor is current with such loan. Frost
Bank holds a superior first lien and the other potential claimants
do not appear to have a valid lien on post-petition accounts
receivable.
The Debtor claims that it carries the appropriate insurance
required for the type of business it is engaged in.
The Debtor proposes to provide adequate protection to all parties
with an interest in Cash Collateral in this case in the following
manner:
(a) All creditors with an interest in Cash Collateral will be
granted a replacement lien to the same extent, priority and
validity as its pre-petition lien(s);
(b) The Debtor will continue to operate its business in the
ordinary course of business thus generating additional Cash
Collateral; and
(c) The Debtor will maintain insurance upon the property
giving rise to the Cash Collateral.
(d) Further, the Debtor believes it can continue to maintain
monthly payments of principal and interest to Frost Bank.
A full-text copy of the Debtor's Motion is available at
http://bankrupt.com/misc/txwb18-51907-6.pdf
About TPC Family Medicine and Urgent
Care Clinic PLLC
TPC Family Medicine and Urgent Care Clinic, PLLC, is a family
friendly clinic in San Antonio, Texas, offering routine physicals,
primary care physicals, school physicals, acute and chronic
illnesses care, laboratory services, disease management, patient
education, primary care, preventative care, wellness, well-woman
care, gynecological exams, pap smears, weight management, minor
surgical procedures, vaccinations or immunizations and more.
TPC Family Medicine sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Tex. Case No. 18-51907) on Aug. 8,
2018. In the petition signed by Christopher Montoya, managing
member, the Debtor estimated assets of less than $500,000 and
liabilities of $1 million to $10 million. Judge Craig A. Gargotta
presides over the case.
TRIBUNE MEDIA: 3rd Cir. Affirms Ruling Disallowing K. Younge Claims
-------------------------------------------------------------------
The United States Court of Appeals, Third Circuit upheld the
District Court's ruling affirming the Bankruptcy Court's decision
disallowing Keith Younge's hostile work environment and wrongful
termination claims in the case captioned In re: TRIBUNE MEDIA
COMPANY, et al., REORGANIZED DEBTORS, f/k/a TRIBUNE COMPANY, KEITH
YOUNGE, Appellant, No. 17-2449 (3rd Cir.).
Younge is an African-American man who was fired by WPHL, a
Philadelphia television station owned by Tribune Media Company. He
claims the station subjected him to a hostile work environment
because it scheduled him to train under a white co-worker who
accosted him with racial epithets. He further contends he was
wrongfully terminated because of his race and/or color.
Although Younge filed a complaint with the Pennsylvania Commission
on Human Relations, he chose to litigate his claims in Bankruptcy
Court after Tribune filed a Chapter 11 bankruptcy petition. When it
disallowed his claims, Younge appealed to the District Court. There
he challenged for the first time the Bankruptcy Court's
jurisdiction to hear his claims. The District Court held he
impliedly consented to the Bankruptcy Court's jurisdiction. It also
concluded the Bankruptcy Court correctly disallowed his hostile
work environment and wrongful termination claims. Because the Third
Circuit agrees, they affirm.
Younge challenges the Bankruptcy Court's constitutional authority
to decide his claims. He contends the Court was required to obtain
his express consent before deciding his claim. Because it failed to
do so, he claims it lacked constitutional authority to enter a
final judgment on the merits.
The Third Circuit concludes that Younge impliedly consented to the
Bankruptcy Court's jurisdiction. He filed a proof of claim, a
response to Tribune's objection, and a supplemental response. In
none of these filings did Younge question the Bankruptcy Court's
constitutional authority to decide his claims. Instead, he
indicated he assented to the Court's entry of judgment in his
favor. He also made clear that he sought a final judgment on the
merits, as his counsel presented additional evidence for the
Court's consideration and expressly stated that the evidence would
allow the Court "to fully evaluate [his] claim," including the
issue of "liability."More than a year before issuing a final
judgment, the Court notified him that briefing was complete and
that it was "reviewing th[e] case." Yet neither Younge nor his
counsel raised any constitutional objection after that notice was
filed. In view of these actions, Younge knowingly and voluntarily
submitted to the Bankruptcy Court's deciding his claims.
Consequently, the Court had constitutional authority to enter a
final judgment on them.
Younge challenges the Bankruptcy Court's statutory and
constitutional authority to decide his employment discrimination
claims and asks if he can recover for an incident of racial
harassment by Rick Schultz, a co-worker at WPHL. The Third Circtui
lacks any basis to question the Court's authority at this stage, as
Younge never objected to it during bankruptcy proceedings and
instead knowingly and voluntarily submitted to the Court's
jurisdiction.
Turning to the merits, the Third Circuit also sees no reason to
disturb the District Court's decision affirming that of the
Bankruptcy Court. Although Schultz exhibited racial animosity
toward Younge, the Third Circuit cannot impute liability to WPHL
for a hostile work environment claim because they have no evidence
that it had knowledge of Schultz's racial bias at the time of the
incident. Similarly, the Court cannot say that Younge was
wrongfully terminated because WPHL provided a legitimate,
non-discriminatory reason for his discharge. More importantly, its
rationale was not pretextual because Younge and Schultz were both
fired for engaging in the same conduct. Younge gives no examples of
similarly situated individuals who were disciplined more leniently
for the same type of conduct. Without this type of evidence, the
Third Circuit cannot rule in his favor. Thus the Third Circuit
affirms.
A copy of the Court's Opinion dated Sept. 5, 2018 is available at
https://bit.ly/2O1AHhY from Leagle.com.
Timothy P. Creech, Esquire (Argued), 1835 Market Street, Suite
2626, Philadelphia, PA 19103, Counsel for Appellant.
Kenneth P. Kansa, Esquire, Robert N. Hochman, Esquire (Argued),
Sidley Austin, One South Dearborn Street, Chicago, IL 60603.
J. Kate Stickles, Esquire , Cole Schotz, 500 Delaware Avenue, Suite
1410, Wilmington, DE 19801, Counsel for Appellee.
Tribune Media Company, headquartered in Chicago, IL, benefits from
television assets including 42 broadcast stations in 33 markets
reaching 26% (with the reinstated UHF discount) of U.S. households
and the WGN America network with subscribers approaching 80
million. Tribune Media holds minority equity interests in several
media enterprises including TV Food Network which contribute cash
distributions. The company emerged from Chapter 11 bankruptcy
protection at the end of 2012 and certain creditors prior to
Chapter 11 filing are now shareholders with funds of Oaktree
Capital Management LP (roughly 16%), Angelo, Gordon & Co. LP (7%),
and JPMorgan Chase (7%) representing three of the five largest
shareholders. Reported revenue totaled $1.9 billion for 2016.
TROP INC: Case Summary & 16 Unsecured Creditors
-----------------------------------------------
Debtor: Trop, Inc.
2555 Chantilly Drive
Atlanta, GA 30324
Business Description: Trop, Inc., is a privately held company
that owns the Pink Pony, a night club in
Atlanta, Georgia.
Chapter 11 Petition Date: September 19, 2018
Case No.: 18-65726
Court: United States Bankruptcy Court
Northern District of Georgia (Atlanta)
Debtor's Counsel: Louis G. McBryan, Esq.
MCBRYAN, LLC
Building B-3, Suite 100
6849 Peachtree Dunwoody Road
Atlanta, GA 30328
Tel: 678-733-9322
Fax: 678-498-2709
E-mail: lmcbryan@mcbryanlaw.com
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Teri Galardi, CEO.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 16 unsecured creditors is available for free
at:
http://bankrupt.com/misc/ganb18-65726.pdf
UVLRX THERAPEUTICS: Hires Buddy D. Ford, P.A., as Attorney
----------------------------------------------------------
UVLRX Therapeutics, Inc., seeks authority from the US Bankruptcy
Court for the Middle District of Florida, Tampa Division, to employ
Buddy D. Ford, P.A. as attorney.
Professional services the attorney will render are:
a. provide analysis of the financial situation and render
advice and assistance to the Debtor in determining whether to file
a petition under Title 11, United States Code;
b. advise the Debtor with regard to the powers and duties of
the Debtor in the continued operation of the business and
management of the property of the estate;
c. prepare and file the petition, schedules of assets and
liabilities, statement of affairs, and other documents required by
the Court;
d. represent the Debtor at the Sec. 341 Creditor's meeting;
e. 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;
f. advise the Debtor with respect to its responsibilities in
complying with the United States Trustee's Guidelines and Reporting
Requirements and with the rules of the Court;
g. prepare, on behalf of the Debtor, necessary motions,
pleadings, applications, answers, orders, complaints, and other
legal papers and appear at hearings;
h. protect the interest of the Debtor in all matters pending
before the court;
i. represent the Debtor in negotiation with its creditors in
the preparation of the Chapter 11 Plan; and
j. perform all other legal services for Debtor as
Debtor-in-Possession which may be necessary.
The firm's standard hourly rates are:
Buddy D. Ford, Esq. $425
Sr. Associate Attorneys $375
Jr. Associate Attorneys $300
Paralegals $150
Jr. Paralegals $100
Buddy D. Ford, Esq. attests that his firm represents no interest
adverse to Debtor or the estate in matters upon which it is to be
engaged.
The firm can be reached through:
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
E-mail: Buddy@TampaEsq.com
E-mail: All@tampaesq.com
About UVLrx Therapeutics
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.
UVLrx Therapeutics filed its voluntary petition under Chapter 11 of
the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-07590) on Sept.
7, 2018. In the petition signed by CEO Michael Harter, the Debtor
disclosed $362,644 in assets and $5,179,373 in liabilities. Buddy
D. Ford, Esq. at Buddy D. Ford, P.A., represents the Debtor.
VECTOR WHIPPANY: Court Narrows Counterclaims in W. Lentini Suit
---------------------------------------------------------------
Plaintiff William V. Lentini brings the action captioned WILLIAM V.
LENTINI, individually, and derivatively as a shareholder on behalf
of 219 WEST 20TH STREET CORPORATION, Plaintiffs, v. 219 WEST 20TH
STREET CORPORATION, and JOSEPH C. LENTINI, Defendants, Motion Seq.
No. 003 (N.Y. Sup.) individually and derivatively on behalf of
plaintiff, and nominal defendant, 219 West 20th Street Corporation,
a joint real estate venture that William Lentini embarked on with
his brother, defendant Joseph C. Lentini. The five-count complaint
asserts claims for: an accounting; a declaratory judgment as to
William Lentini's percentage ownership in 219 Corp.; unjust
enrichment; quantum meruit; and dissolution of 219 Corp. In the
second amended answer, Joseph Lentini asserts 32 direct and
derivative counterclaims relating to four entities -- William
Capital Associates, Inc., 219 Corp., Vector Whippany Associates,
LP, ALL LLC -- and a condominium, located at 210 Crown Oaks Way,
Longwood, Florida. The counterclaims are for breach of contract,
breach of the implied covenant of good faith and fair dealing,
breach of fiduciary duty, fraud, fraudulent concealment, unjust
enrichment, conversion, accounting and waste. William Lentini
moves, pursuant to CPLR 3211, to dismiss the counterclaims.
After a careful review, the New York County Supreme Court granted
in part William Lentini???s motion and the first, second, third,
fourth, fifth, sixth, seventh, ninth, tenth, thirteenth,
nineteenth, twenty-second, twenty-third, twenty-fourth,
twenty-fifth, twenty-sixth, twenty-seventh, twenty-eight,
twenty-ninth, thirtieth, thirty-first, and thirty-second
counterclaims of the second amended answer are dismissed.
The counterclaims relating to WCA must be dismissed, because they
are not properly interposed in the instant action. The first and
second counterclaims, for breach of contract and breach of the
implied covenant of good faith and fair dealing against William
Lentini and WCA, must be dismissed with respect to WCA, because
Joseph Lentini failed to serve a summons and the second amended
answer on WCA pursuant to CPLR 3019 (d) and 3012 (a). The remaining
derivative counterclaims for breach of fiduciary duty, fraud,
fraudulent concealment, unjust enrichment and conversion
(counterclaims three through seven, respectively) belong to WCA,
which "[has] an existence separate and distinct from that of Joseph
Lentini. WCA is not a party in this action. Therefore,
counterclaims seeking to validate its rights are not properly
asserted in the instant action.
In addition, Joseph Lentini impermissibly commingles his direct and
derivative claims. Generally, "[i]f there is any harm caused to the
individual, . . . then the individual may proceed with a direct
action. On the other hand, even where an individual harm is
claimed, if it is confused with or embedded in the harm to the
corporation, it cannot separately stand." Claims based on the lost
value of a shareholder's investment are "quintessentially []
derivative claim[s]. . ."Here, Joseph Lentini asserts the sixth
counterclaim, for unjust enrichment, individually and derivatively
on behalf of WCA. In addition, the first and second counterclaims,
which purport to be direct claims, commingle allegations of harm to
the corporation with those to Joseph Lentini. For instance, the
first counterclaim alleges that: William Lentini "fail[ed] to fund
Joe's Pension Account on a pro rata basis": William Lentini
diverted WCA funds for personal expenses; and, as a result. Joseph
Lentini, "as a shareholder of WCA, has suffered substantial
monetary damages." The breach of the implied covenant of good faith
and fair dealing claim essentially duplicates these allegations.
Where, as here, claims "confuse a shareholder's derivative and
individual rights," such claims must be dismissed. Therefore, the
first, second and sixth counterclaims are dismissed on this
additional ground. For the foregoing reasons, counterclaims one
through seven are dismissed.
In addition to an accounting, the eighth counterclaim seeks
dissolution of 219 Corp., pursuant to BCL section 1104. William
Lentini contends that, because his first and fifth causes of action
seek the same relief, the counterclaim should be dismissed as
duplicative. William Lentini does not cite any authority for this
proposition, nor could the court locate any. Accordingly, to the
extent that the instant motion seeks dismissal of the eighth
counterclaim, it is denied.
The thirty-second counterclaim for fraudulent concealment makes no
attempt to provide factual allegations in support of the claim,
much less to plead them with specificity. It consists entirely of
conclusory allegations of wrongdoing and is, therefore, dismissed.
A copy of the Court's Decision dated Sept. 5, 2018 is available at
https://bit.ly/2pmMdXn from Leagle.com.
VERRINO CONSTRUCTION: Hires LaGreca & LaGreca as Accountant
-----------------------------------------------------------
Verrino Construction Services Corp. seeks authority from the U.S.
Bankruptcy Court for the Southern District of New York to employ
LaGreca and LaGreca as accountants.
The professional services LaGreca and LaGreca propose to render to
the Debtor include advising the Debtor in connection with any and
all tax preparation, accounting services, claims and disputes as
needed during the course in this case.
The accountant will charge $250 for its services.
Richard LaGreca, sole owner of LaGreca and LaGreca, his firm
neither represents nor holds any adverse interest to the Debtor.
The accountant can be reached through:
Richard LaGreca
LA GRECA & LA GRECA
1385 Boston Post Road
Larchmont, NY 10538
Phone: (9140 834-7900
Fax: (914) 834-7225
About Verrino Construction
Verrino Construction Services Corp. -- http://vcs-corp.com/-- is a
full-service construction management firm offering construction
services. Established in 2000, the Company offers pre-construction
analysis, construction administration and consulting services. VCS
has successfully managed major commercial construction projects
consisting of retail, office, hospitality and entertainment-based
clients. VCS is headquartered in Armonk, New York.
Verrino Construction Services filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 18-23035) on July 2, 2018. In the petition
signed by Richard Verrino, president, the Debtor estimated $0 to
$50,000 in assets and $1 million to $10 million in liabilities.
The Hon. Robert D. Drain presides over the case. Hugh L. Rothbaum,
Esq., at Hugh L. Rothbaum, PLLC, serves as bankruptcy counsel.
VINCE'S BLACK TIE: Sues Ex-President Over Postpetition Transfers
----------------------------------------------------------------
Vince's Black Tie, Inc., filed an amended plan of liquidation and
accompanying disclosure statement, disclosing that it has
commenced:
-- an action to recover unauthorized post-petition transfers
in the amount of $176,000 made by the Debtor's former President and
sole shareholder, Vincent P. Genova, and
-- eight preference actions against creditors.
Substantially all of the Debtor's tangible assets, such as its
equipment, and inventory, were sold to GRJ Enterprises, Inc.,
pursuant to the Court???s order dated February 8, 2018 for
$250,000. Pursuant to the Court's order any valid liens and
encumbrances on or against the assets attached to the sale
proceeds. Presently, it is unclear whether any creditor has a
valid security interest which attached to the proceeds of sale.
The Debtor has commenced eight separate preference actions pursuant
to Section 547 of the Bankruptcy Code to recover the sum of
approximately $205,000.00 in pre-petition payments to creditors
within the 90 days preceding the filing of the Bankruptcy Petition.
A copy of the Amended Disclosure Statement is available at
https://tinyurl.com/yaunzju9 from PacerMonitor.com at no charge.
About Vince's Black Tie
Based in Downers Grove, Illinois, Vince's Black Tie, Inc., operates
an upscale tuxedo rental and sales establishment. Operating for
over 10 years, Vince's claims to be a premier supplier of tuxedo
and suit rental and sales for men's apparel wear throughout the
Chicago metropolitan area.
Vince's Black Tie filed a Chapter 11 petition (Bankr. N.D. Ill.
Case No. 17-36681) on Dec. 11, 2017. In its petition, signed by
its president, Vincent P. Genova, the Debtor estimated assets of
below $50,000 and liabilities at $500,000 to $1 million. The
Debtor tapped Laxmi Sarathy, Esq., as lead counsel, and David
Herzog, Esq., of Herzog & Schwartz, P.C. as her co-counsel.
VINE CITY PLAZA: Hires King Industrial as Real Estate Broker
------------------------------------------------------------
Vine City Plaza I, LLC, seeks authority from the U.S. Bankruptcy
Court for the Northern District of Georgia to employ King
Industrial Realty, Inc., as real estate broker to the Debtor.
Vine City Plaza requires King Industrial to market and sell the
Debtor's real estate located at 612 Magnolia Street NW, Atlanta, GA
30314.
King Industrial will be paid a commission of 6% of the gross sales
price.
Steve Ratchford, agent employed of King Industrial Realty, Inc.,
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.
King Industrial can be reached at:
Steve Ratchford
KING INDUSTRIAL REALTY, INC.
1920 Monroe Drive
Atlanta, GA 30324
Tel: (404) 942-2028
Fax: (972) 948-5751
About Vine City Plaza I
Vine City Plaza I, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ga. Case No. 18-64635) on Aug. 31,
2018. At the time of the filing, the Debtor disclosed less than $1
million in assets and less than $500,000 in liabilities. The
Debtor hires George Geeslin, Esq., as its bankruptcy attorney.
VIP RESORT: Exclusive Filing Period Extended Through Oct. 24
------------------------------------------------------------
The Hon. Laurel E. Babero the U.S. Bankruptcy Court for the
District of Nevada, at the behest of VIP Resort, LLC, has extended
the Debtor's Exclusive Filing Period through and including Oct. 24,
2018 and the Debtor's Exclusive Solicitation Period through and
including Dec. 26, 2018.
The Troubled Company Reporter previously reported that the Debtor
sought these extensions (a) to avoid premature formulation of a
Chapter 11 plan, and (b) to ensure the plan that is eventually
formulated will take into account all the interest of the Debtor
and their creditors. The Debtor said that its Chapter 11 case is
complex, due to the nature of its business and vendors involved.
In order to successfully resolve its Chapter 11 case, the Debtor
claimed that the true scope of its losses in the current market
must be determined and the payment of valid debts must be provided
for on a basis that preserves the Debtor's strong core business
operations. Although great strides have been made since the
Petition Date, the Debtor said that much remains to be done.
About VIP Resort
VIP Resort LLC, formerly A-VIP Pet Resort --
http://www.a-vippetresort.com/-- is a privately owned provider of
dog & cat boarding services. It is located in the heart of Las
Vegas, just minutes from both McCarran International Airport and
the famous Las Vegas Strip.
VIP Resort sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Nev. Case No. 17-16841) on Dec. 27, 2017. In the
petition signed by Kurt Williams, its managing member, the Debtor
estimated assets and liabilities of $1 million to $10 million.
Judge Laurel E. Davis presides over the case.
Schwartz Flansburg PLLC is the Debtor's legal counsel. J&L
Unlimited, LLC, is the Debtor's bookkeeper.
VISITING NURSE: Seeks Access to Cash Collateral Thru February 2019
------------------------------------------------------------------
Visiting Nurse Association of the Inland Counties requests the U.S.
Bankruptcy Court for the Central District of California for
authority to use cash collateral through Feb. 28, 2019 limited to
the purposes and total amounts set forth in the budget.
The budget contains the projected expenses that Debtor believes
must be paid in order for Debtor to operate its business and avoid
immediate and irreparable harm to the bankruptcy estate. The
proposed budget provides total operational cash disbursements of
$7,158,258 during the months of September 2018 through February
2019.
In addition to the expenses in the proposed budget, the Debtor
requests authority to use cash collateral to pay adequate
protection payments as ordered, the quarterly fees to the U.S.
Trustee, any required fees to the Bankruptcy Court, and
administrative expenses including professionals' fees but only as
approved by the Court upon proper application.
The Debtor has five creditors that have liens against its cash
collateral, namely:
(1) The H.N. and Frances C. Berger Foundation, which is owed
approximately $3,807,003 on the Petition Date, secured with
essentially all assets of the Debtor including all proceeds
therefrom.
(2) Simione Healthcare Consultants, Inc. claiming a balance of
approximately $1,868,710 as of the Petition Date, owing on the loan
secured with essentially all assets of the Debtor and all proceeds
therefrom.
(3) The State of California Employment Department ("EDD"),
which claims the collateral for the liens on all property of the
Debtor. The balance of the entire debt to EDD on the Petition Date
is approximately $1,145,759.
(4) The United States of America Internal Revenue Service
claiming lien on all property of the Debtor securing the balance of
Debtor's debt to the IRS in the approximate amount of $2,601,999 as
of the Petition Date.
(5) Playmaker CRM, Inc. has a Judgment Lien against all
property of the Debtor. As of the Petition Date, the balance of the
debt owed to Playmaker CRM is approximately $12,992.
The Debtor is willing to offer adequate protection to its Secured
Creditors in the form of replacement liens in the same priority and
validity as the Secured Creditors respectively held prepetition.
A full-text copy of the Cash Collateral Motion is available at
http://bankrupt.com/misc/cacb18-16908-7.pdf
About Visiting Nurse Association of
the Inland Counties
Visiting Nurse Association of the Inland Counties --
http://www.vnacalifornia.org/-- is a not-for-profit organization
that provides health, palliative and hospice services when in-home
care is needed or preferred. It offers a full continuum of care
for patients, including home health, hospice and bereavement
services. The company is headquartered in Riverside, California,
with patient care centers in Palm Desert and Murrieta.
Visiting Nurse Association of the Inland Counties sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case
No. 18-16908) on August 15, 2018.
In the petition signed by Bruce Gordon, corporate controller, the
Debtor disclosed that it had estimated assets of $1 million to $10
million and liabilities of $10 million to $50 million.
Judge Mark D. Houle presides over the case.
The Debtor tapped The Turoci Firm as its legal counsel.
W RESOURCES: Hires Beau Box Commercial as Broker & Consultant
-------------------------------------------------------------
W Resources, LLC, seeks approval from the U.S. Bankruptcy Court for
the Middle District of Louisiana to hire Beau Box Commercial Real
Estate, L.L.C., as exclusive brokers for certain properties and as
consultants for the estates.
On the Petition Date, the Debtors owned certain immovable property
in East Baton Rouge and East Feliciana Parishes known as the (i)
Bumble Bee, (ii) Eastwood and (iii) Treakle properties (the "Larqe
Zachary Properties"). The Debtor additionally owns numerous other
tracts of real property, both with and without improvements. The
Debtor wishes to employ BBCRE as its real estate broker and
consultant to advise the Debtor regarding the marketing and
disposition of real property assets under both a commission (for
the Large Zachary Properties) and hourly-based (for all other real
property) compensation structures.
Services required of BBCRE are:
a. familiar itself with the Debtor's real estate holdings;
b. assist the Debtor in identifying, qualifying and managing
potential purchasers;
c. take the lead in developing of all written marketing
materials describing the Debtor's real property when requested, it
being expressly understood that the Debtor will remain solely
responsible for the accuracy and completeness of such documents and
all of the information contained therein;
d. assist the Debtor in preparing for and making presentations
to potential purchasers;
e. assist the Debtor in the maintenance of a third party
online datasite, it being expressly understood that BBCRE shall
have not liability to the Debtor or any other party with respect to
the maintenance, security, or any other matter related to the use
of such online datasite;
f. assist the Debtor in soliciting, coordinating and
evaluating indications of interest and proposals from potential
purchasers;
g. assist the Debtor in structuring and negotiating the terms
of any purchase(s), including participating in negotiations with
creditors and other parties involved in any sales, if necessary;
h. attend meetings of Debtor's creditor groups, official
constituencies and other interested parties, as requested;
i. provide in court testimony regarding real estate matters as
necessary; and
j. provide such other brokerage, consulting and advisory
services as may be agreed upon in writing by the Debtor and BBCRE.
The Debtor shall pay to BBCRE the following:
a. Brokeroge Fee: Upon the closing of the sale of the Large
Zachary Property, or each individual property comprising the Large
Zachary Property, BBCRE shall earn, and the Debtor shall thereupon
pay at closing as a cost of such transaction, a cash fee equal to
3% of the gross sales price.
b. Consulting Fee: For time expended on behalf of the Debtor
in the nature of consulting services, expert witness services, or
other services relating to the Debtor's real property other than
the Large Zachary Property, BBCRE shall be compensated on an hourly
basis ranging $250.00 for Beau Box, $150.00 for Burden Edmunds and
$50.00 for analysts.
Beau J. Box, member of Beau Box Commercial Real Estate, LLC, attest
that BBCRE is disinterested within the meaning of 11 U.S.C. Sec.
101(14).
The firm can be reached through:
Beau J. Box, SIOR
BEAU BOX COMMERCIAL REAL ESTATE, LLC
5500 Bankers Avenue
Baton Rouge, LA 70808
Tel: 225-237-3343
Fax: 225-237-3344
E-mail: bbox@beaubox.com
About W Resources
W Resources, LLC, is a privately-owned company in Baton Rouge,
Louisiana, engaged in activities related to real estate. It is a
holding company with a diverse set of raw and recreational land,
farming and hunting operations, an aircraft hangar, oil and gas
interests, and equity-based interests.
W Resources sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. M.D. La. Case No. 18-10798) on July 23, 2018. In the
petition signed by Dwayne M. Murray, Chapter 11 trustee for Michael
Worley, manager, the Debtor estimated assets and liabilities of $50
million to $100 million.
The Debtor hired Stewart Robbins & Brown, LLC, as its legal
counsel. Horne LLP serves as accountant.
W RESOURCES: Hires Hall and Hall Partners as Broker & Auctioneer
----------------------------------------------------------------
W Resources, LLC, seeks approval from the U.S. Bankruptcy Court for
the Middle District of Louisiana to hire Hall and Hall Partners,
LLC as real estate agent.
W Resources, LLC, seeks to sell its Warren Peak Ranch property in
Montana at auction to the highest and best bidder, thereby
significantly reducing the amount of its secured debt, and
associated interest, carried by the estate. As the ranch property
includes grazing and water rights, the Debtor also seeks to assume
and assign the associated leases.
Bill McDavid, member of Hall and Hall, attests that his firm is a
disinterested person, as such term is defined in section 101(14) of
the Bankruptcy Code and neither holds nor represent an interest
adverse to the Trustee or the Estate.
The Debtor shall pay Hall and Hall Partners a commission equal to
4% if buyer is not represented by a broker, 5% if buyer is
represented by a Buyers broker other than a Hall and Hall broker,
of the high bid for the sale of the property.
The auction company can be reached through:
Scott Shuman
Hall and Hall Partners LLP
100 S. Cherry Ave, Bldg. 6D
Eaton, CO 80615
Tel: 970-716-2120
Fax: 970-716-2121
Email: scott@hallandhall.com
About W Resources
W Resources, LLC, is a privately-owned company in Baton Rouge,
Louisiana, engaged in activities related to real estate. It is a
holding company with a diverse set of raw and recreational land,
farming and hunting operations, an aircraft hangar, oil and gas
interests, and equity-based interests.
W Resources sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. M.D. La. Case No. 18-10798) on July 23, 2018. In the
petition signed by Dwayne M. Murray, Chapter 11 trustee for Michael
Worley, manager, the Debtor estimated assets and liabilities of $50
million to $100 million.
The Debtor hired Stewart Robbins & Brown, LLC, as its legal
counsel. Horne LLP serves as accountant.
WARRIOR MET: Moody's Hikes CFR & Sr. Sec. Notes Due 2024 to B2
--------------------------------------------------------------
Moody's Investors Service upgraded Warrior Met Coal, Inc.'s
Corporate Family Rating to B2 from B3, Probability of Default
Rating to B2-PD from B3-PD, and Senior Secured Notes due 2024 to B2
from B3. Moody's also upgraded the Company's Speculative Grade
Liquidity Rating to SGL-2 from SGL-3. The outlook is stable.
"Expectations for strong free cash flow generation due to strong
met coal prices, combined with changes to the company's shareholder
base, have improved Warrior's credit quality," said Ben Nelson,
Moody's Vice President -- Senior Credit Officer and lead analyst
for Warrior.
Upgrades:
Issuer: Warrior Met Coal, Inc.
Corporate Family Rating, Upgraded to B2 from B3
Probability of Default Rating, Upgraded to B2-PD from B3-PD
Speculative Grade Liquidity Rating, Upgraded to SGL-2 from SGL-3
Senior Secured Regular Bond/Debenture, Upgraded to B2 (LGD4) from
B3 (LGD4)
Outlook Actions:
Issuer: Warrior Met Coal, Inc.
Outlook, Remains Stable
RATINGS RATIONALE
Moody's upgraded the ratings based on expectations for continued
strong free cash flow and changes to the Company's primary
shareholders. Metallurgical coal pricing well above its medium term
price sensitivity range with no immediate catalyst for a
substantive and sustained reduction into the range of
$95-145/metric ton. Moody's expects that credit metrics will remain
very strong for the rating through 2019, including adjusted
financial leverage that measured at less than 1 time (Debt/EBITDA)
for the twelve months ended June 30, 2019, and that the Company
will continue to generate strong free cash flow. The rating
incorporates an expectation for the Company to devote most or all
of its internally-generated free cash flow to funding shareholder
returns while refraining from taking on additional debt.
The B2 CFR is principally constrained by the inherent volatility in
the metallurgical coal industry and Warrior's small scale and
significant operational concentration in two mines. The rating also
reflects the inherent geologic and operational risks associated
with mining. The rating benefits from the company's low cost
position of high quality metallurgical coal in the United States.
The Company's two operating mines -- No. 4 and No. 7 -- produce
low-vol and mid-vol hard coking coal which command premium prices
approaching 100% of the Platts Premium LV FOB Australia Index
price. These mines are highly efficient and have flexible long-wall
operations with a structurally lower and highly variable operating
cost profile. That said, the Company is highly-exposed to volatile
metallurgical coal prices and would experience significant
compression of earnings and free cash flow generation during a
period of substantively lower met coal prices, which increases its
emphasis on maintaining a good liquidity position over the rating
horizon.
The SGL-2 Speculative Grade Liquidity Rating reflects good
liquidity to support operations over the next 12-15 months. Moody's
believes that the company has more than $150 million of available
liquidity, including $55 million of cash, $18 million of short-term
investments, and about $95 million of availability on its
asset-based revolving credit facility. Moody's does not anticipate
that the company will draw down on the revolving credit facility
due to expectations for at least $150 million of free cash flow in
2019. The credit agreement contains a minimum fixed charge coverage
ratio of 1.0x that is only tested when excess availability falls
below certain thresholds. Moody's expects that the company will
extend the maturity of its revolving credit facility, which matures
in April 2019, over the next few months. The short-term liquidity
rating is driven primarily by expectations for strong cash flows.
The stable outlook reflects its expectation that Warrior will
generate around $300-400 million of EBITDA in 2019, maintain a cost
structure suitable to generate at least $200 million of EBITDA at
the high end of its medium term price sensitivity range
($145/metric ton), and maintain positive free cash flow and good
liquidity in a scenario involving a sharp and sustained drop in
pricing to the low end of its medium term price sensitivity range
($95/metric ton). Expectations for continued volatility in the
metallurgical coal market limit prospects for a rating upgrade even
with further improvement in key credit metrics. Moody's could
upgrade the rating with significant reduction in absolute debt,
material improvement in scale and business diversity that helps
stabilize expected cash flow generation, or adoption of a
fundamentally stronger view for the met coal industry. Moody's
could downgrade the rating with expectations for adjusted financial
leverage above 3.5x (Debt/EBITDA), sustained negative free cash
flow, or less than $100 million of available liquidity. Additional
debt-funded shareholder returns could have negative rating
implications even if credit metrics remain strong on a pro forma
basis.
The principal methodology used in these ratings was Mining
published in September 2018.
Based in Brookwood, Alabama, Warrior operates two longwall mines in
Southern Appalachia that sell met coal to a diversified customer
base of blast furnace steel producers located primarily in Europe,
South America, and Asia. Warrior generated roughly $1.3 billion in
revenues for the twelve months ended June 30, 2018.
WOODBRIDGE GROUP: Selling Longbourn's Beverly Hills Propty. for $9M
-------------------------------------------------------------------
Woodbridge Group of Companies, LLC, and its affiliated debtors ask
the U.S. Bankruptcy Court for the District of Delaware to authorize
their California Residential Purchase Agreement and Joint Escrow
Instructions dated as of Aug. 18, 2018, with Daniel Ricciardo, in
connection with the sale of Longbourn Investments, LLC's real
property located at 9040 Alto Cedro Drive, Beverly Hills,
California, together with the Seller's right, title, and interest
in and to the buildings located thereon and any other improvements
and fixtures located thereon, and any and all of the Sellers'
right, title, and interest in and to the tangible personal property
and equipment remaining on the real property as of the date of the
closing of the sale, for $8.75 million.
The Property consists of an approximately 5,255 square foot
single-family home situated on .34 acres in Beverly Hills,
California. The Seller purchased the Property in November 2014 for
a purchase price of $2,990,000 with the intention of developing the
Property for resale. It has since developed the Property by
constructing a new luxury home and related residential Improvements
thereon.
The Property has been formally listed on the multiple-listing
service for approximately 47 days and has been widely marketed.
The Property has received two offers. One offer was in the amount
of $7 million. The other offer was from the Purchaser in the
initial amount of $8.8 million, and subsequently lowered to $8.75
million. The Purchaser's all cash offer under the Purchase
Agreement is the highest and otherwise best offer the Debtors have
received. Accordingly, they determined that selling the Property
on an "as is" basis to the Purchaser is the best way to maximize
the value of the Property
On Aug. 18, 2018, the Purchaser made an all cash $8.8 million offer
on the Property, with a close of escrow date on Dec. 7, 2018. The
Debtors countered that offer with a slight discount at $8.75
million in exchange for a close of escrow date on Oct. 10, 2018,
which the Purchaser accepted. The Debtors believe that this
purchase price provides significant value, and accordingly, the
Seller countersigned the final Purchase Agreement on Aug. 21, 2018.
Under the Purchase Agreement, the Purchaser agreed to purchase the
Property for $8.75 million, with a $262,500 initial cash deposit,
and the balance of $8,487,500 to be paid as a single cash down
payment due at closing. The deposit is being held by A&A Escrow
Services, Inc. as escrow agent.
In connection with marketing the Property, the Debtors worked with
Compass Real Estate, a non-affiliated third-party brokerage
company. The Broker Agreement, as amended, provides the Seller's
broker with the exclusive and irrevocable right to market the
Property for a fee in the amount of 2% of the contractual sale
price for Compass and 2.5% of the contractual sale price to a
cooperating buyer's broker. The Purchase Agreement is signed by
Sally Forster Jones of Compass as the Seller's broker and Kenneth
J. Marmon, Brandon Sanford, and Aaron Kirman of Pacific Union
International as the Purchaser's broke
In addition to the Broker Fee, the Seller must also satisfy certain
required costs associated with the sale and transfer of title of
the Property to comply with the Purchase Agreement. The Other
Closing Costs include, but are not limited to, recording fees,
title insurance policy costs, prorated property taxes, city and
county transfer taxes, and other items noted on the title report
for the Property. The Debtors also rely on outside vendors for
escrow and title services in connection with property sales. In
general, vendors are mutually agreed on by the applicable Debtors
and a purchaser prior to the acceptance of an offer.
All proceeds of the Sale (net of the Broker Fee and Other Closing
Costs) will be paid to the Debtors into the general account of
Debtor Woodbridge Group of Companies, LLC, and such net proceeds
will be disbursed and otherwise treated by the Debtors in
accordance with the Final DIP Order.
The Property is subject to a lien for the benefit of Woodbridge
Mortgage Investment Fund 2, LLC, which secures indebtedness of the
Seller to the Fund in connection with the purchase of the Property.
The Fund has consented to the Sale of the Property free and clear
of the Fund Lien.
The Debtors further ask that filing of a copy of an order granting
the relief sought in Los Angeles County, California may be relied
upon by Fidelity National Title Co. to issue title insurance
policies on the Property. They further ask authority to pay the
Broker Fees out of the sale proceeds in an aggregate amount not to
exceed 4.5% of gross sale proceeds by paying the Seller's Broker
Fee to Compass and paying the Purchasers' Broker Fee to Pacific
Union.
Any delay in permitting the Debtors to close the Sale could
jeopardize the Sale with the Purchaser and therefore would be
detrimental to the Debtors, their creditors, and their estates.
Accordingly, and to successfully implement the foregoing, the
Debtors ask a waiver of the notice requirements under Bankruptcy
Rule 6004(a) and the 14-day stay of any order authorizing the use,
sale, or lease of property under Bankruptcy Rule 6004(h).
A copy of the Agreements attached to the Motion is available for
free at:
http://bankrupt.com/misc/Woodbridge_Group_2492_Sales.pdf
A hearing on the Motion is set for Sept. 25, 2018 at 1:30 p.m.
(ET). The objection deadline is Sept. 18, 2018 at 4:00 p.m. (ET).
About Woodbridge Group
Headquartered in Sherman Oaks, California, The Woodbridge Group
Enterprise -- http://www.woodbridgecompanies.com/-- is a
comprehensive real estate finance and development company. Its
principal business is buying, improving, and selling high-end
luxury homes. The Woodbridge Group Enterprise also owns and
operates full-service real estate brokerages, a private investment
company, and real estate lending operations. The Woodbridge Group
Enterprise and its management team have been in the business of
providing a variety of financial products for more than 35 years,
and have been primarily focused on the luxury home business for the
past five years. Since its inception, the Woodbridge Group
Enterprise has completed more than $1 billion in financial
transactions. These transactions involve real estate, note buying
and selling, hard money lending, and alternative financial
transactions involving thousands of investors.
Woodbridge Group of Companies and certain of its affiliates filed
Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No.
17-12560) on Dec. 4, 2017. Woodbridge estimated assets and
liabilities at between $500 million and $1 billion. The Chapter 11
cases are being jointly administered.
Judge Kevin J. Carey presides over the case.
Samuel A. Newman, Esq., Oscar Garza, Esq., Daniel B. Denny, Esq.,
Jennifer L. Conn, Esq., Eric J. Wise, Esq., Matthew K. Kelsey,
Esq., and Matthew P. Porcelli, Esq., at Gibson, Dunn & Crutcher,
LLP, and Sean M. Beach, Esq., Edmon L. Morton, Esq., Ian J.
Bambrick, Esq., and Allison S. Mielke, Esq., at Young Conaway
Stargatt & Taylor, LLP, serve as the Debtors' bankruptcy counsel.
Homer Bonner Jacobs, PA, as special counsel, Province, Inc., as
expert consultant, Moelis & Company LLC, as investment banker.
The Debtors' financial advisors are Larry Perkins, John Farrace,
Robert Shenfeld, Reece Fulgham, Miles Staglik, and Lissa Weissman
at SierraConstellation Partners, LLC. Beilinson Advisory Group is
serving as independent management to the Debtors. Garden City
Group, LLC, is the Debtors' claims and noticing agent.
Venable LLP is the Fiduciary Committee of Unitholders' legal
counsel.
Drinker Biddle & Reath LLP is counsel to the Ad Hoc Group of
Noteholders, and Conway MacKenzie, Inc., as its financial advisor.
Pachulski Stang Ziehl & Jones is counsel to the Official Committee
of Unsecured Creditors; and FTI Consulting, Inc., serves as its
financial advisor.
An official committee of unsecured creditors was appointed in the
Chapter 11 cases on Dec. 14, 2017. On Jan. 23, 2018, the Court
approved a settlement providing for the formation of an ad hoc
noteholder group and an ad hoc unitholder group.
WOODBRIDGE GROUP: Selling Mason's Los Angeles Property for $4M
--------------------------------------------------------------
Woodbridge Group of Companies, LLC, and its affiliated debtors ask
the U.S. Bankruptcy Court for the District of Delaware to authorize
their Contract to Buy and Sell Real Estate dated as of Aug. 22,
2018, with Gregory Mathis and Linda Mathis, in connection with the
sale of Mason Run Investments, LLC's real property located at 1962
Stradella Rd., Los Angeles, California, together with the Seller's
right, title, and interest in and to the buildings located thereon
and any other improvements and fixtures located thereon, and any
and all of the Sellers' right, title, and interest in and to the
tangible personal property and equipment remaining on the real
property as of the date of the closing of the sale, for $4
million.
The Property consists of an approximately 4,799 square foot
single-family home situated on 0.6 acres in Los Angeles,
California. The Seller purchased the Property in July 2015 for a
purchase price of $2.6 million with the intention of developing the
Property for resale. It has since developed the Property by
constructing a new luxury home and related residential Improvements
thereon.
The Property has not been formally listed on the multiple-listing
service, however, the Debtors have listed comparable lots in the
Aspen Glen community for approximately $100,000, and all of their
listings for lots in the community state that other, similar lots
are available for purchase upon inquiry to the listing broker. In
addition, all of their available lots for purchase in the Aspen
Glen and River Valley Ranch areas (including the three parcels that
comprise the Property) have been marketed through announcements to
the brokerage community and recent advertisements in local print
media.
On Aug. 22, 2018, the Purchasers made a $4 million offer on the
Property. The Debtors countered that offer with respect to certain
non-price terms, which the Purchasers accepted. The Debtors
believe that this purchase price provides significant value, and
accordingly, the Seller countersigned the final Purchase Agreement
on Aug. 23, 2018. Under the Purchase Agreement, the Purchasers
agreed to purchase the Property for $4 million, with a $120,000
initial cash deposit, $3 million to be financed by a loan, and the
balance of $880,000 to be paid as a cash down payment due at
closing. The deposit is being held by A&A Escrow Services, Inc. as
escrow agent.
In connection with marketing the Property, the Debtors worked with
Aspen Snowmass Sotheby's International Realty. The Broker
Agreement, as amended, provides the Seller's broker with the
exclusive and irrevocable right to market the Property for a fee in
the amount of 2% of the contractual sale price for Sotheby's and
2.5% of the contractual sale price to a cooperating buyer's broker.
The Purchase Agreement is signed by Marc Noah of Sotheby's as the
Seller's broker and Dee Crawford and Michael Lanier of Keller
Williams Beverly Hills as the Purchasers' broker.
In addition to the Broker Fee, the Seller must also satisfy certain
required costs associated with the sale and transfer of title of
the Property to comply with the Purchase Agreement. The Other
Closing Costs include, but are not limited to, recording fees,
title insurance policy costs, prorated property taxes, city and
county transfer taxes, and other items noted on the title report
for the Property. The Debtors also rely on outside vendors for
escrow and title services in connection with property sales. In
general, vendors are mutually agreed on by the applicable Debtors
and a purchaser prior to the acceptance of an offer.
All proceeds of the Sale (net of the Broker Fee and Other Closing
Costs) will be paid to the Debtors into the general account of
Debtor Woodbridge Group of Companies, LLC, and such net proceeds
will be disbursed and otherwise treated by the Debtors in
accordance with the Final DIP Order.
The Property is subject to a lien for the benefit of Woodbridge
Mortgage Investment Fund 3A, LLC, which secures indebtedness of the
Seller to the Fund in connection with the purchase of the Property.
The Fund has consented to the Sale of the Property free and clear
of the Fund Lien.
The Debtors further ask that filing of a copy of an order granting
the relief sought in Los Angeles County, California may be relied
upon by Fidelity National Title Co. to issue title insurance
policies on the Property. They further ask authority to pay the
Broker Fees out of the sale proceeds in an aggregate amount not to
exceed 4.5% of gross sale proceeds by paying the Seller's Broker
Fee to Sotheby's and paying the Purchasers' Broker Fee to Keller
Williams.
Any delay in permitting the Debtors to close the Sale could
jeopardize the Sale with the Purchaser and therefore would be
detrimental to the Debtors, their creditors, and their estates.
Accordingly, and to successfully implement the foregoing, the
Debtors ask a waiver of the notice requirements under Bankruptcy
Rule 6004(a) and the 14-day stay of any order authorizing the use,
sale, or lease of property under Bankruptcy Rule 6004(h).
A copy of the Agreements attached to the Motion is available for
free at:
http://bankrupt.com/misc/Woodbridge_Group_2482_Sales.pdf
A hearing on the Motion is set for Sept. 25, 2018 at 1:30 p.m.
(ET). The objection deadline is Sept. 18, 2018 at 4:00 p.m. (ET).
About Woodbridge Group
Headquartered in Sherman Oaks, California, The Woodbridge Group
Enterprise -- http://www.woodbridgecompanies.com/-- is a
comprehensive real estate finance and development company. Its
principal business is buying, improving, and selling high-end
luxury homes. The Woodbridge Group Enterprise also owns and
operates full-service real estate brokerages, a private investment
company, and real estate lending operations. The Woodbridge Group
Enterprise and its management team have been in the business of
providing a variety of financial products for more than 35 years,
and have been primarily focused on the luxury home business for the
past five years. Since its inception, the Woodbridge Group
Enterprise has completed more than $1 billion in financial
transactions. These transactions involve real estate, note buying
and selling, hard money lending, and alternative financial
transactions involving thousands of investors.
Woodbridge Group of Companies and certain of its affiliates filed
Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No.
17-12560) on Dec. 4, 2017. Woodbridge estimated assets and
liabilities at between $500 million and $1 billion. The Chapter 11
cases are being jointly administered.
Judge Kevin J. Carey presides over the case.
Samuel A. Newman, Esq., Oscar Garza, Esq., Daniel B. Denny, Esq.,
Jennifer L. Conn, Esq., Eric J. Wise, Esq., Matthew K. Kelsey,
Esq., and Matthew P. Porcelli, Esq., at Gibson, Dunn & Crutcher,
LLP, and Sean M. Beach, Esq., Edmon L. Morton, Esq., Ian J.
Bambrick, Esq., and Allison S. Mielke, Esq., at Young Conaway
Stargatt & Taylor, LLP, serve as the Debtors' bankruptcy counsel.
Homer Bonner Jacobs, PA, as special counsel, Province, Inc., as
expert consultant, Moelis & Company LLC, as investment banker.
The Debtors' financial advisors are Larry Perkins, John Farrace,
Robert Shenfeld, Reece Fulgham, Miles Staglik, and Lissa Weissman
at SierraConstellation Partners, LLC. Beilinson Advisory Group is
serving as independent management to the Debtors. Garden City
Group, LLC, is the Debtors' claims and noticing agent.
Venable LLP is the Fiduciary Committee of Unitholders' legal
counsel.
Drinker Biddle & Reath LLP is counsel to the Ad Hoc Group of
Noteholders, and Conway MacKenzie, Inc., as its financial advisor.
Pachulski Stang Ziehl & Jones is counsel to the Official Committee
of Unsecured Creditors; and FTI Consulting, Inc., serves as its
financial advisor.
An official committee of unsecured creditors was appointed in the
Chapter 11 cases on Dec. 14, 2017. On Jan. 23, 2018, the Court
approved a settlement providing for the formation of an ad hoc
noteholder group and an ad hoc unitholder group.
WOODBRIDGE GROUP: Selling Mutsu's Carbondale Property for $90K
--------------------------------------------------------------
Woodbridge Group of Companies, LLC, and its affiliated debtors ask
the U.S. Bankruptcy Court for the District of Delaware to authorize
their Contract to Buy and Sell Real Estate dated as of July 30,
2018, with Kevin Everson, in connection with the sale of Mutsu
Investments, LLC's real property located at Lot 5, Fairways at
Aspen Glen, Carbondale, Colorado, together with the Seller's right,
title, and interest in and to the buildings located thereon and any
other improvements and fixtures located thereon, and any and all of
the Sellers' right, title, and interest in and to the tangible
personal property and equipment remaining on the real property as
of the date of the closing of the sale, for $90,000.
The Property consists of an approximately 0.279 acre vacant lot.
The Seller purchased the Real Property in November 2015 for
$140,000 with the intention of holding the lot for future sale as a
vacant lot or for future possible development. Ultimately, the
Debtors determined that there would be no benefit to constructing a
new home on the Real Property given the existing inventory in the
community. Accordingly, they've determined that selling the
Property now on an "as is" basis best maximizes the value of the
Property.
The Property has not been formally listed on the multiple-listing
service; however, they've listed comparable lots in the Aspen Glen
community for approximately $100,000, and all of their listings for
lots in the community state that other, similar lots are available
for purchase upon inquiry to the listing broker. In addition, all
of their available lots for purchase in the Aspen Glen and River
Valley Ranch areas have been marketed through announcements to the
brokerage community and recent advertisements in local print media.
The Purchaser's all cash offer under the Purchase Agreement is the
highest and best offer the Debtors have received. Accordingly, the
Debtors determined that selling the Property on an "as is" basis to
the Purchaser is the best way to maximize the value of the
Property.
On July 30, 2018, the Purchaser made an all cash $85,000 offer on
the Property. The Debtors responded with a counter offer of
$95,000, and on Aug. 1, 2018, the Purchaser raised its offer to
$90,000, with the understanding that the Seller must pay for any
special association assessments assessed prior to the Closing Date.
The Debtors believe that this purchase price provides significant
value, and on Aug. 1, 2018, the Seller accepted the Purchaser's
offer. Accordingly, the Seller is proceeding with the Sale to
Purchaser under the Purchase Agreement.
Under the Purchase Agreement, the Purchaser agreed to purchase the
Property for $90,000, with a $2,700 initial cash deposit, and the
balance of $87,300 to be paid as a single cash down payment due at
closing. The deposit is being held by Commonwealth Title as escrow
agent.
In connection with marketing the Property, the Debtors worked with
Aspen Snowmass Sotheby's International Realty. The Broker
Agreement provides the Seller's broker with the exclusive and
irrevocable right to market the Property for a fee in the amount of
5% of the contractual sale price and authorizes the Seller's broker
to compensate a cooperating purchaser's broker by contributing a
share of the Sellers' Broker Fee in the amount of 2.5% of the
purchase price to the purchaser's agent. The Purchase Agreement is
signed by Laura Gee of Sotheby's as the Seller's agent and Kevin
Everson of Keller Williams Colorado West Realty, LLC as the
Purchaser's agent.
In addition to the Broker Fee, the Seller must also satisfy certain
required costs associated with the sale and transfer of title of
the Property to comply with the Purchase Agreement. The Other
Closing Costs include, but are not limited to, recording fees,
title insurance policy costs, prorated property taxes, city and
county transfer taxes, and other items noted on the title report
for the Property. The Debtors also rely on outside vendors for
escrow and title services in connection with property sales. In
general, vendors are mutually agreed on by the applicable Debtors
and a purchaser prior to the acceptance of an offer.
All proceeds of the Sale (net of the Broker Fee and Other Closing
Costs) will be paid to the Debtors into the general account of
Debtor Woodbridge Group of Companies, LLC, and such net proceeds
will be disbursed and otherwise treated by the Debtors in
accordance with the Final DIP Order.
The Debtors ask that filing of a copy of an order granting the
relief sought in Garfield County, Colorado may be relied upon by
the Title Insurer to issue title insurance policies on the
Property. They further ask authority to pay the Broker Fees out of
the Sale proceeds in an amount not to exceed 5% of gross Sale
proceeds in the aggregate by (i) paying the Purchaser's Broker Fee
in an amount not to exceed 2.5% of the gross Sale proceeds and (ii)
paying the Seller's Broker Fee in an amount not to exceed 2.5% of
the gross Sale Proceeds.
Any delay in permitting the Debtors to close the Sale could
jeopardize the Sale with the Purchaser and therefore would be
detrimental to the Debtors, their creditors, and their estates.
Accordingly, and to successfully implement the foregoing, the
Debtors ask a waiver of the notice requirements under Bankruptcy
Rule 6004(a) and the 14-day stay of any order authorizing the use,
sale, or lease of property under Bankruptcy Rule 6004(h).
A copy of the Agreements attached to the Motion is available for
free at:
http://bankrupt.com/misc/Woodbridge_Group_2494_Sales.pdf
A hearing on the Motion is set for Sept. 25, 2018 at 1:30 p.m.
(ET). The objection deadline is Sept. 18, 2018 at 4:00 p.m. (ET).
About Woodbridge Group
Headquartered in Sherman Oaks, California, The Woodbridge Group
Enterprise -- http://www.woodbridgecompanies.com/-- is a
comprehensive real estate finance and development company. Its
principal business is buying, improving, and selling high-end
luxury homes. The Woodbridge Group Enterprise also owns and
operates full-service real estate brokerages, a private investment
company, and real estate lending operations. The Woodbridge Group
Enterprise and its management team have been in the business of
providing a variety of financial products for more than 35 years,
and have been primarily focused on the luxury home business for the
past five years. Since its inception, the Woodbridge Group
Enterprise has completed more than $1 billion in financial
transactions. These transactions involve real estate, note buying
and selling, hard money lending, and alternative financial
transactions involving thousands of investors.
Woodbridge Group of Companies and certain of its affiliates filed
Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No.
17-12560) on Dec. 4, 2017. Woodbridge estimated assets and
liabilities at between $500 million and $1 billion. The Chapter 11
cases are being jointly administered.
Judge Kevin J. Carey presides over the case.
Samuel A. Newman, Esq., Oscar Garza, Esq., Daniel B. Denny, Esq.,
Jennifer L. Conn, Esq., Eric J. Wise, Esq., Matthew K. Kelsey,
Esq., and Matthew P. Porcelli, Esq., at Gibson, Dunn & Crutcher,
LLP, and Sean M. Beach, Esq., Edmon L. Morton, Esq., Ian J.
Bambrick, Esq., and Allison S. Mielke, Esq., at Young Conaway
Stargatt & Taylor, LLP, serve as the Debtors' bankruptcy counsel.
Homer Bonner Jacobs, PA, as special counsel, Province, Inc., as
expert consultant, Moelis & Company LLC, as investment banker.
The Debtors' financial advisors are Larry Perkins, John Farrace,
Robert Shenfeld, Reece Fulgham, Miles Staglik, and Lissa Weissman
at SierraConstellation Partners, LLC. Beilinson Advisory Group is
serving as independent management to the Debtors. Garden City
Group, LLC, is the Debtors' claims and noticing agent.
Venable LLP is the Fiduciary Committee of Unitholders' legal
counsel.
Drinker Biddle & Reath LLP is counsel to the Ad Hoc Group of
Noteholders, and Conway MacKenzie, Inc., as its financial advisor.
Pachulski Stang Ziehl & Jones is counsel to the Official Committee
of Unsecured Creditors; and FTI Consulting, Inc., serves as its
financial advisor.
An official committee of unsecured creditors was appointed in the
Chapter 11 cases on Dec. 14, 2017. On Jan. 23, 2018, the Court
approved a settlement providing for the formation of an ad hoc
noteholder group and an ad hoc unitholder group.
WOODBRIDGE GROUP: Selling Owl Ridge's Carbondale Property for $85K
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Woodbridge Group of Companies, LLC, and its affiliated debtors ask
the U.S. Bankruptcy Court for the District of Delaware to authorize
their Contract to Buy and Sell Real Estate dated as of July 14,
2018, with Edward Gibson, in connection with the sale of Owl Ridge
Investments, LLC's real property located at Lot 6, Fairways at
Aspen Glen, Carbondale, Colorad, together with the Seller's right,
title, and interest in and to the buildings located thereon and any
other improvements and fixtures located thereon, and any and all of
the Sellers' right, title, and interest in and to the tangible
personal property and equipment remaining on the real property as
of the date of the closing of the sale, for $85,000.
The Property consists of an approximately 0.25 acre vacant lot.
The Seller purchased the Real Property in December 2014 for $95,000
with the intention of holding the lot for future sale as a vacant
lot or for future possible development. Ultimately, the Debtors
determined that there would be no benefit to constructing a new
home on the Real Property given the existing inventory in the
community. Accordingly, the Debtors have determined that selling
the Property now on an "as is" basis best maximizes the value of
the Property.
The Property has been formally listed on the multiple-listings
service since June 6, 2018 and has been widely marketed. The
Purchaser's offer under the Purchase Agreement is the highest and
best offer the Debtors have received. Accordingly, they determined
that selling the Property on an "as is" basis to the Purchaser is
the best way to maximize the value of the Property.
On July 9, 2018, the Purchaser made a $75,000 offer on the
Property. The Debtors responded with a counter offer of $85,000.
On July 14, 2018, the Purchaser accepted the Seller's counter
offer. The Debtors believe that this purchase price provides
significant value. Accordingly, the Seller is proceeding with the
Sale to Purchaser under the Purchase Agreement.
Under the Purchase Agreement, the Purchaser agreed to purchase the
Property for $85,000, with a $5,000 initial cash deposit, a $20,000
cash down payment due at closing, and the balance of $60,000 to be
financed by a loan. The deposit is being held by Title Company of
the Rockies as escrow agent.
In connection with marketing the Property, the Debtors worked with
Aspen Snowmass Sotheby's International Realty. The Broker
Agreement provides the Seller's broker with the exclusive and
irrevocable right to market the Property for a fee in the amount of
5% of the contractual sale price and authorizes the Seller's broker
to compensate a cooperating purchaser's broker by contributing a
share of the Sellers' Broker Fee in the amount of 2.5% of the
purchase price to the purchaser's agent. The Purchase Agreement is
signed by Laura Gee of Sotheby's as the Seller's agent and Erik A.
Cavarra of Engel & Volkers as the Purchaser's agent.
In addition to the Broker Fee, the Seller must also satisfy certain
required costs associated with the sale and transfer of title of
the Property to comply with the Purchase Agreement. The Other
Closing Costs include, but are not limited to, recording fees,
title insurance policy costs, prorated property taxes, city and
county transfer taxes, and other items noted on the title report
for the Property. The Debtors also rely on outside vendors for
escrow and title services in connection with property sales. In
general, vendors are mutually agreed on by the applicable Debtors
and a purchaser prior to the acceptance of an offer.
All proceeds of the Sale (net of the Broker Fee and Other Closing
Costs) will be paid to the Debtors into the general account of
Debtor Woodbridge Group of Companies, LLC, and such net proceeds
will be disbursed and otherwise treated by the Debtors in
accordance with the Final DIP Order.
The Debtors ask that filing of a copy of an order granting the
relief sought in Garfield County, Colorado may be relied upon by
the Title Insurer to issue title insurance policies on the
Property. They further ask authority to pay the Broker Fees out of
the Sale proceeds in an amount not to exceed 5% of gross Sale
proceeds in the aggregate by (i) paying the Purchaser's Broker Fee
in an amount not to exceed 2.5% of the gross Sale proceeds and (ii)
paying the Seller's Broker Fee in an amount not to exceed 2.5% of
the gross Sale Proceeds.
Any delay in permitting the Debtors to close the Sale could
jeopardize the Sale with the Purchaser and therefore would be
detrimental to the Debtors, their creditors, and their estates.
Accordingly, and to successfully implement the foregoing, the
Debtors ask a waiver of the notice requirements under Bankruptcy
Rule 6004(a) and the 14-day stay of any order authorizing the use,
sale, or lease of property under Bankruptcy Rule 6004(h).
A copy of the Agreements attached to the Motion is available for
free at:
http://bankrupt.com/misc/Woodbridge_Group_2496_Sales.pdf
A hearing on the Motion is set for Sept. 25, 2018 at 1:30 p.m.
(ET). The objection deadline is Sept. 18, 2018 at 4:00 p.m. (ET).
About Woodbridge Group
Headquartered in Sherman Oaks, California, The Woodbridge Group
Enterprise -- http://www.woodbridgecompanies.com/-- is a
comprehensive real estate finance and development company. Its
principal business is buying, improving, and selling high-end
luxury homes. The Woodbridge Group Enterprise also owns and
operates full-service real estate brokerages, a private investment
company, and real estate lending operations. The Woodbridge Group
Enterprise and its management team have been in the business of
providing a variety of financial products for more than 35 years,
and have been primarily focused on the luxury home business for the
past five years. Since its inception, the Woodbridge Group
Enterprise has completed more than $1 billion in financial
transactions. These transactions involve real estate, note buying
and selling, hard money lending, and alternative financial
transactions involving thousands of investors.
Woodbridge Group of Companies and certain of its affiliates filed
Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No.
17-12560) on Dec. 4, 2017. Woodbridge estimated assets and
liabilities at between $500 million and $1 billion. The Chapter 11
cases are being jointly administered.
Judge Kevin J. Carey presides over the case.
Samuel A. Newman, Esq., Oscar Garza, Esq., Daniel B. Denny, Esq.,
Jennifer L. Conn, Esq., Eric J. Wise, Esq., Matthew K. Kelsey,
Esq., and Matthew P. Porcelli, Esq., at Gibson, Dunn & Crutcher,
LLP, and Sean M. Beach, Esq., Edmon L. Morton, Esq., Ian J.
Bambrick, Esq., and Allison S. Mielke, Esq., at Young Conaway
Stargatt & Taylor, LLP, serve as the Debtors' bankruptcy counsel.
Homer Bonner Jacobs, PA, as special counsel, Province, Inc., as
expert consultant, Moelis & Company LLC, as investment banker.
The Debtors' financial advisors are Larry Perkins, John Farrace,
Robert Shenfeld, Reece Fulgham, Miles Staglik, and Lissa Weissman
at SierraConstellation Partners, LLC. Beilinson Advisory Group is
serving as independent management to the Debtors. Garden City
Group, LLC, is the Debtors' claims and noticing agent.
Venable LLP is the Fiduciary Committee of Unitholders' legal
counsel.
Drinker Biddle & Reath LLP is counsel to the Ad Hoc Group of
Noteholders, and Conway MacKenzie, Inc., as its financial advisor.
Pachulski Stang Ziehl & Jones is counsel to the Official Committee
of Unsecured Creditors; and FTI Consulting, Inc., serves as its
financial advisor.
An official committee of unsecured creditors was appointed in the
Chapter 11 cases on Dec. 14, 2017. On Jan. 23, 2018, the Court
approved a settlement providing for the formation of an ad hoc
noteholder group and an ad hoc unitholder group.
[*] Mark That Calendar! Distressed Investing Conference on Nov. 26
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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.
[^] BOOK REVIEW: Competitive Strategy for Healthcare
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Authors: Alan Sheldon and Susan Windham
Publisher: Beard Books
Softcover: 190 pages
List Price: $34.95
Review by Francoise C. Arsenault
Order your personal copy today at http://bit.ly/1nqvQ7V
Competitive Strategy for Health Care Organizations: Techniques for
Strategic Action is an informative book that provides practical
guidance for senior health care managers and other health care
professionals on the organizational and competitive strategic
action needed to survive and to be successful in today's
increasingly competitive health care marketplace. An important
premise of the book is that the development and implementation of
good competitive strategy involves a profound understanding of
change. As the authors state at the outset: "What may need to be
done in today's environment may involve great departure from the
past, including major changes in the skills and attitudes of staff,
and great tact and patience in bringing about the necessary
strategic training."
Although understanding change is certainly important in most
fields, the authors demonstrate the particular importance of change
to the health care field in the first and second chapters. In
Chapter 1, the authors review the three eras of medical care
(individual medicine, organizational medicine, and network
medicine) and lay the groundwork for their model for competitive
strategy development. Chapter 2 describes the factors that must be
taken into account for successful strategic decision-making. These
factors include the analysis of the environmental trends and
competitive forces affecting the health care field, past, current,
and future; the analysis of the competitive position of the
organization; the setting of goals, objectives, and a strategy; the
analysis of competitive performance; and the readaptation of the
business, if necessary, through positioning activities, redirection
of strategy, and organizational change.
Chapters 3 through 7 discuss in detail the five positioning
activities that are part of the model and therefore critical to the
development and implementation of a successful strategy: scanning;
product market analysis; collaboration; restructuring; and managing
the physician. The chapter on managing the physician (Chapter 7) is
the only section in the book that appears dated (the book was first
published in 1984). In this day of physician-owned hospitals and
physician-backed joint ventures, it is difficult to envision the
physician in the passive role of "being managed." However, even the
changing role of physicians since the book's first publication
correlates with the authors' premise that their model for
competitive strategic planning is based exactly on understanding
and anticipating change, which is no better illustrated than in
health care where change is measured not in years but in months.
These middle chapters and the other chapters use a mixture of
didactic presentation, graphs and charts, quotations from famous
individuals, and anecdotes to render what can frequently be dry
information in an entertaining and readable format.
The final chapter of the book presents a case example (using the
"South Clinic") as a summary of many of the issues and strategic
alternatives discussed in the previous chapters. The final chapter
also discusses the competitive issues specific to various types of
health care delivery organizations, including teaching hospitals,
community hospitals, group practices, independent practice
associations, hospital groups, super groups and alliances, nursing
homes, home health agencies, and for-profits. An interesting quote
on for-profits indicates how time and change are indeed important
factors in strategic planning in the health care field: "Behind
many of the competitive concerns lies the specter of the
for-profits. Their competitive edge has lain until now in the
excellence of their management. But developments in the past
half-decade have shown that the voluntary sector can match the
for-profits in management excellence. Despite reservations that may
not always be untrue, the for-profit sector has demonstrated that
good management can pay off in health care. But will the voluntary
institutions end up making the same mistakes and having the same
accusations leveled at them as the for-profits have? It is
disturbing to talk to the head of a voluntary hospital group and
hear him describe physicians as his potential competitors."
*********
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S U B S C R I P T I O N I N F O R M A T I O N
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*** End of Transmission ***