/raid1/www/Hosts/bankrupt/TCR_Public/181001.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Monday, October 1, 2018, Vol. 22, No. 273
Headlines
1 GLOBAL: CAG Asks Court to Prohibit Cash Collateral Use
18 AUDUBON PLACE: Taps Phillip K. Wallace as Legal Counsel
1ST HOSPITALITY: Case Summary & 20 Largest Unsecured Creditors
4504 30TH STREET: Case Summary & 4 Unsecured Creditors
8800 LLC: Delays Plan Until Outcome of Assumption Motions
ABA HOLDING: Proposes $1.4M Private Sale of Brooklyn Property
ADAMIS PHARMACEUTICALS: Gets FDA OK for Its Lower Dose Symjepi
ADVANCED VASCULAR: Ch. 11 Case Dismissed for Unauthorized Filing
ALABAMA PETROLEUM: May Use GCF Cash Collateral Until Nov. 28
ALABAMA PETROLEUM: May Use Queen Funding Collateral Until Nov. 28
ARCON PROPERTIES: Nov. 14 Hearing on 2nd Amended Plan Set
ARLEN HOUSE: Exclusive Plan Filing Period Extended Until Dec. 20
ASSISTCARE MEDICAL: Seeks Waiver of Ombudsman Appointment
AYTU BIOSCIENCE: Files Amended Prospectus on 901,639 Stock Sale
BELL FOODS: Marullo Buying All Assets for $1.25 Million
BEN-BELLA TRANS: Case Summary & Unsecured Creditor
BJRP LLC: Case Summary & 20 Largest Unsecured Creditors
BLUE GOLD EQUITIES: U.S. Trustee Forms 5-Member Committee
BRINKER INT'L: Moody's Affirms Ba1 CFR & Alters Outlook to Neg.
CAMBER ENERGY: Gets 10th & Final Tranche of $5M Investor Funding
CAREMORE HOUSE: Voluntary Chapter 11 Case Summary
CARLOS MIGUEL'S: Case Summary & Largest Unsecured Creditors
CCS ONCOLOGY: PCO Files 4th Report
CHICAGO FIRE BRICK: Trustee Entitled to Recover $2.5MM from CCC
CHS/COMMUNITY HEALTH: Moody's Lowers CFR to Caa3, Outlook Stable
CIP INVESTMENT: Case Summary & 20 Largest Unsecured Creditors
CIRCLE 9 CATTLE: Voluntary Chapter 11 Case Summary
CLAIRE'S STORES: 2nd Lien Note Claimants Has Allowed $232.3MM Claim
COMPCARE MEDICAL: PCO Files 2nd Report
CROSSROAD FAMILY: Seeks Authority on Cash Collateral Use
DAVID DUEHN: Proposes $95K Sale of Equipment
DEMERX INC: Plan Outline Hearing Moved to Nov. 7
ED MAP: Taps Strip Hoppers as Legal Counsel
EDEN HOME: Delays Plan for Deploying Lawsuit Settlement Proceeds
ELEMENTS BEHAVIORAL: PCO Files Initial Report
ET SOLAR: Plan Outline Approved; Nov. 8 Plan Confirmation Hearing
EXECUTIVE NON-EMERGENCY: Taps Bartolone Law as New Legal Counsel
EYEPOINT PHARMACEUTICALS: Reports 2018 Q4 & Full Year Results
FAMILY PHARMACY: Exclusive Plan Period Extended Through Nov. 26
FLOYD E. SQUIRES: Rasteger Buying Eureka Improved Parcel for $325K
FOSTER ENTERPRISES: Seeks Access to Cash Collateral Until Jan. 31
FRANK MOULTRIE: Partial OK of C. Wall Summary Ruling Bid Endorsed
FRANKLIN ACQUISITIONS: Trustee Selling Caples Building for $700K
FRANKLIN ACQUISITIONS: Trustee Selling El Paso Property for $136K
FRANKLIN ACQUISITIONS: Trustee Selling El Paso Property for $850K
FRANKLIN ACQUISITIONS: Trustee Selling Toltec Building for $850K
FU KONG: Cash Collateral Use Through Oct. 16 Okayed
FURNITURE FACTORY: Seeks Continued Cash Use for October 2018 Budget
GATEWAY HOLDING: U.S. Trustee Unable to Appoint Committee
GOLDEN NUGGET: Moody's Affirms B2 CFR & Alters Outlook to Stable
HARBORVIEW MORTGAGE: Cert. Holders Ask Trustee to Accept Deal
HIGH FREIGHT POWER: Taps Smith & Carey as Legal Counsel
HOOPER HOLMES: Taps Foley & Lardner as Legal Counsel
HYUN J. UM: Not Entitled to Discharge of SRI Debt, 9th Cir. Affirms
ICONIX BRAND: All Four Proposals Approved at Annual Meeting
ILLINOIS STAR: Plan Filing Exclusive Period Extended Thru Nov. 5
JACK RICHARD FINNEGAN: Court Dismisses Bankruptcy Withdrawal Suit
JAGUAR HEALTH: Plans $11.5 Million Underwritten Public Offering
JB3 GROUP: Taps Eric A. Liepins as Legal Counsel
JONES ENERGY: Confirms Deficiency Under NYSE Listing Rules
KEAST ENTERPRISES: Unsecureds to Get Quarterly Payments Over 5 Yrs
KINGDOM GOURMET: U.S. Trustee Unable to Appoint Committee
LANE-GLO BOWL: Taps Steven M. Fishman as New Legal Counsel
LAWN ADVISORY: Taps Broege Neumann as Legal Counsel
LEEBER REALTY: Flushing Bank Prohibits Use of Cash Collateral
LEGION OPERATOR: Ballot Mailing Address Changed in New Disclosures
MAGEE BENEVOLENT: Seeks Authority to Use Trustmark Cash Collateral
MARK ALLEN BARTLETT: U.S. Trustee Forms 3-Member Committee
MEMPHIS SPINE: Case Summary & 7 Unsecured Creditors
MIAMI BEVERLY: Taps SVN Moecker as Broker, Auctioneer
MIDATECH PHARMA: Posts Circular and Notice of General Meeting
MINUTEMAN SPILL: Court Tosses Claims vs PA Attorney General
MOONEY DEKALB: Unsecured Creditors to Get 0.046% Under Plan
MORGAN AIR: U.S. Trustee Unable to Appoint Committee
MULTIFLORA GREENHOUSES: US Trustee Unable to Appoint Austram Panel
NATIVE SON: Taps Melody Genson as Bankruptcy Attorney
NORTHSTAR OFFSHORE: Court Dismisses Peregrine's Counterclaims
NOVABAY PHARMACEUTICALS: CFO McGovern Gets Interim CEO Position
ONEMAIN HOLDINGS: Moody's Affirms B1 CFR & Alters Outlook to Pos.
PENINSULA AIRWAYS: Trustee Proposes Sale of All Assets to PenAir
PJLRES7920 LLC: Taps Michael Tafoya as Bankruptcy Attorney
PLAY BEVERAGES: Illinois Ct. Upholds Ruling in Favor of Playboy
PMHC II: Moody's Lowers B3 Corp. Family Rating, Outlook Stable
PON GROUP: Taps Bauch & Michaels as Legal Counsel
PREFERRED C ARE: PCO Files Initial Report
PREFERRED PROVIDERS: PCO Files 1st Report
REAGOR-DYKES MOTORS: KamKad Buying All Assets for $25 Million
REJUVI LABORATORY: Case Summary & 16 Unsecured Creditors
RENATO'S GRILL: Exclusive Plan Filing Period Extended Thru Dec. 4
RENNOVA HEALTH: H&C Replaced Green & Co. as Accountants
REVOLUTION MONITORING: Case Summary & 20 Top Unsecured Creditors
RH BBQ INC: Trustee Selling Rowland Heights Business for $585K
ROCK CREEK MEDICAL: Seeks Authorization on Cash Collateral Use
RUBEN JASSO TRUCKING: Case Summary & 11 Unsecured Creditors
SARAH ZONE: Taps Levene Neale as Legal Counsel
SCHAHIN II FINANCE: Chapter 15 Case Summary
SEBA BROS.: Case Summary & 15 Unsecured Creditors
SKYLINE RIDGE: Zarifi Buying Tucson Residential Property for $650K
SPRING TREE: Trustee Seeks Access to ACA Cash Collateral
STAND-UP MULTI-POSITIONAL: PCO Not Necessary, Court Rules
STONE CONNECTION: Wants to Determine Exclusivity Period Continues
STONEMOR PARTNERS: ACII Will Vote in Favor of Merger Transaction
STONEMOR PARTNERS: Axar Entities Support Reorganization Merger
STONEMOR PARTNERS: Starts Process of Converting to Delaware Corp
T.I. CONSTRUCTION: Taps Fox Law as Legal Counsel
TEMPUR SEALY: Moody's Affirms Ba3 CFR, Outlook Stable
TENET HEALTHCARE: Fitch Affirms B IDR & Alters Outlook to Positive
TMK HAWK: Moody's Affirms B3 CFR & Changes Outlook to Negative
TRINITY PHYSICIANS: Must File Plan and Disclosures Before Dec. 27
TROLLEY INC: Case Summary & 20 Largest Unsecured Creditors
URBAN OAKS: Taps Okin Adams as Legal Counsel
VICTOR P. KEARNEY: Bid for 2004 Examination of ARCO Partly Granted
VICTORY SOLUTIONS: Case Summary & 20 Largest Unsecured Creditors
VINE OIL: Moody's Hikes Sr. Unsec. Notes to Caa1, Outlook Stable
VINE OIL: S&P Assigns 'B-' Rating on New $350MM Sr. Unsec. Notes
WACHUSETT VENTURES: LTCOP Files 2nd Report on Mass. Facilities
WACHUSETT VENTURES: PCO Files 2nd Report on Connecticut Facilities
WALDRON DEVELOPMENT: Exclusive Filing Period Extended to Dec. 10
WALL STREET LANGUAGES: Ombudsman Files Supplemental Report
WESTMORELAND COAL: Extends Forbearance & RSA Deadline to Oct. 5
WESTMORELAND RESOURCE: Extends Loan Default Waivers Until Nov. 5
WILLIAM ABRAHAM: Trustee Selling American Furniture Bldg. for $475K
WILLIAM ABRAHAM: Trustee Selling El Paso Properties for $150K
WILLIAM ABRAHAM: Trustee Selling Kress Building for $1.6 Million
WILLIAM ABRAHAM: Trustee Selling Krupp Building for $107K
WILLIAM ABRAHAM: Trustee Selling Tap Room to Ondasun for $350K
WILLIAM ABRAHAM: Trustee Selling The Press Bar for $275K
WILSON MANIFOLDS: Taps Hoffman Larin as Legal Counsel
WINDY CITY FINANCIAL: Has Interim OK to Use Chase Cash Collateral
WINDY CITY FINANCIAL: May Use ETSG Cash Collateral on Interim Basis
WOODBRIDGE GROUP: $4M Sale of Mason's Los Angeles Property Approved
WOODBRIDGE GROUP: $85K Sale of Owl Ridge's Carbondale Property OK'd
WOODBRIDGE GROUP: $90K Sale of Mutsu's Carbondale Property Approved
WOODBRIDGE GROUP: $9M Sale of Longbourn's Beverly Hills Propty. OKd
WR GRACE: District Court Upholds Order Enforcing Chapter 11 Plan
WYLLEEN MAY: Proposes a $39K Sale of Two Horses
Y&K SUN: Unsecured Claim Amount Increases to $48K in Amended Plan
Z-1 MANAGEMENT: Annual Interest in Payment to Memphis Raised to 18%
[^] BOND PRICING: For the Week from September 24 to 28, 2018
*********
1 GLOBAL: CAG Asks Court to Prohibit Cash Collateral Use
--------------------------------------------------------
Collins Asset Group, LLC, asks the U.S. Bankruptcy Court for the
Southern District of Florida to prohibit 1 Global Capital, LLC from
using Collins' cash collateral.
Collins further requests the Court to direct Debtor (a) to
segregate and keep all of Collins' cash collateral from all other
funds of Debtor in a separate depository account, (b) to provide
Collins with an accounting of Collins' cash collateral, (c) to
produce all of its records to Collins regarding Collins' cash
collateral.
Collins also asserts that its cash collateral is not being
adequately protected and is subject to dissipation through Debtor's
unsupervised use.
Collins relates that it has entered into a Master Loan and Security
Agreement with Debtor, in which Collins agreed to make loans to
Debtor from time to time. Collins made several loans to Debtor
between June 2016 and September 2017. Pursuant to the terms of the
Master Loan Agreement, the loans were secured by, among other
things, all rights which [Debtor] now has or may have in the future
to the payment of money whether or not now earned or due, rights to
payment arising out of all present and future debt instruments,
loans and obligations receivable. The balance due and owing under
the terms of the Master Loan Agreement, Promissory Notes and
Memorandums of Indebtedness is approximately $2,374,514.
Collins asserts that it has not consented to the Debtor's use of
its cash collateral, nor has the Debtor sought specific
authorization from the Court to use Collins’ cash collateral.
Collins contends that Debtor is currently engaged in the
unauthorized and unsupervised use of its cash collateral.
Counsel for Collins Asset Group, LLC
Christopher P. Hahn, Esq.
Maurice Wutscher LLP
110 E. Broward Blvd., Suite 1700
Fort Lauderdale, FL 33301
Tel. (772) 237-3410
Fax (866) 581-9302
Email: chahn@MauriceWutscher.com
About 1 Global Capital
1 Global Capital, LLC -- https://1stglobalcapital.com/ -- is a
direct small business funder offering an array of flexible funding
solutions, specializing in unsecured business funding and merchant
cash advances.
1 Global Capital LLC, based in Hallandale Beach, FL, and its
debtor-affiliates sought Chapter 11 protection (Bankr. S.D. Fla.
Lead Case No. 18-19121) on July 27, 2018. In the petition signed
by Steven A. Schwartz and Darice Lang, authorized signatories, 1st
Global Capital estimated $100 million to $500 million in assets and
liabilities as of the bankruptcy filing. The Hon. Raymond B. Ray
presides over the cases. Paul J. Keenan Jr., Esq., at Greenberg
Traurig LLP serves as bankruptcy counsel; Epiq Corporate
Restructuring, LLC, as claims and noticing agent.
18 AUDUBON PLACE: Taps Phillip K. Wallace as Legal Counsel
----------------------------------------------------------
18 Audubon Place, LLC, seeks approval from the U.S. Bankruptcy
Court for the Eastern District of Louisiana to hire Phillip K.
Wallace, PLC, as its legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code and will provide other legal services related to
its Chapter 11 case.
Phillip Wallace, Esq., the attorney who will be handling the case,
charges an hourly fee of $300. Paralegals charge $70 per hour.
The firm received a retainer of $15,000.
Mr. Wallace disclosed in a court filing that he and his firm do not
represent and will not represent any other entity having an
interest adverse to the Debtor in connection with its case.
The firm can be reached through:
Phillip K. Wallace, Esq.
Phillip K. Wallace, PLC
4040 Florida Street, Suite 203
Mandeville, LA 70448-3305
Telephone: (985) 624-2824
Facsimile: (985) 624-2823
E-mail: Philkwall@aol.com
About 18 Audubon Place
18 Audubon Place, LLC, owns a real property located at 18 Audubon
Place New Orleans, LA 70118 valued by the company at $5.2 million.
The Debtor sought Chapter 11 protection (Bankr. W.D. La. Case No.
18-50960) on Aug. 1, 2018. The case is assigned to Judge Robert
Summerhays. In the petition signed by Richard Goldenberg, member
and manager, the Debtor disclosed total assets of $5.80 million and
total liabilities of $7.23 million.
1ST HOSPITALITY: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: 1st Hospitality LLC
9 Roberts Drive
Mountain Lakes, NJ 07046
Business Description: 1st Hospitality LLC is the fee simple owner
of a real property located 117 Cody Avenue,
Alliance, NE 69301 with a revenue-based
valuation of $1.62 million.
Chapter 11 Petition Date: September 29, 2018
Court: United States Bankruptcy Court
District of Nebraska (Lincoln Office)
Case No.: 18-41602
Judge: Hon. Thomas L. Saladino
Debtor's Counsel: Patrick Raymond Turner, Esq.
STINSON LEONARD STREET LLP
1299 Farnam Street, Suite 1500
Omaha, NE 68102
Tel: (402) 342-1700
Fax: (402) 829-8736
E-mail: patrick.turner@stinsonleonard.com
Total Assets: $1,695,743
Total Liabilities: $2,015,767
The petition was signed by Anupam Dave, member.
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/neb18-41602.pdf
4504 30TH STREET: Case Summary & 4 Unsecured Creditors
------------------------------------------------------
Affiliated companies that have filed voluntary petitions seeking
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
4504 30th Street West, LLC 18-08376
4908 64th Drive West
Bradenton, FL 34210
Murphy & Rajan Investments, LLC 18-08377
fka Murphy & Murphy Investments, LLC
4908 64th Drive West
Bradenton, FL 34210
Business Description: 4504 30th Street West, LLC is engaged in
activities related to real estate. The
Company owns a commercial building used for
warehousing & distribution located at 4504
30th Street West, Bradenton, Florida, with
an appraised value of $3.75 million.
Murphy & Rajan, a Single Asset Real Estate
(as defined in 11 U.S.C. Section 101(51B)),
owns a commercial building used for
warehousing & distribution located at 4050
West King Street,Cocoa, Florida, and a
commercial building used for warehouse
located at 5711 17th St E, Bradenton,
Florida. The Properties have an appraised
value of $590,000.
Chapter 11 Petition Date: September 29, 2018
Court: United States Bankruptcy Court
Middle District of Florida (Tampa)
Debtors' Counsel: Buddy D. Ford, Esq.
BUDDY D. FORD, P.A.
9301 West Hillsborough Avenue
Tampa, FL 33615-3008
Tel: 813-877-4669
Fax: 813-877-5543
E-mail: Buddy@TampaEsq.com
All@tampaesq.com
Assets and Liabilities:
Total Total
Assets Liabilities
---------- -----------
4504 30th Street West $3,750,000 $4,024,470
Murphy & Rajan Investments $590,000 $375,513
The petitions were signed by Sean M. Murphy, managing member.
A full-text copy of 4504 30th Street West's petition containing,
among other items, a list of the Debtor's four unsecured creditors
is available for free at:
http://bankrupt.com/misc/flmb18-08376.pdf
Murphy & Rajan Investments stated it has no unsecured creditors.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/flmb18-08377.pdf
8800 LLC: Delays Plan Until Outcome of Assumption Motions
---------------------------------------------------------
8800 LLC requests the U.S. Bankruptcy Court for the Central
District of California to extend the exclusivity periods for the
Debtor to file a plan of reorganization and obtain acceptances
thereof, for 90 days to Jan. 18, 2019 and March 19, 2019,
respectively.
On Oct. 17, 2018 at 11:00 a.m., the Court will hold a hearing to
consider extending the exclusivity periods.
The Debtor is the owner and operator of an entertainment facility
located at 8800 Sunset Boulevard, West Hollywood, California and
the Debtor occupies the Premises pursuant to the Restaurant Lease.
The Landlord and its affiliates own the Premises and several
buildings in the immediate surrounding area.
The Debtor relates that it opened the Entertainment Facility for
business in November 2015. The Debtor's business was an
almost-immediate success, and the Entertainment Facility garnished
many customers and a loyal following. In fact, the Debtor's revenue
for its first year totaled approximately $3.5 million. However,
more recently, the gratuitous tides have changed and the Debtor
experienced some serious financial difficulties. Primarily, this
was because -- despite the Lease granting the Debtor the exclusive
right for restaurant operations -- the Landlord Entities (including
the Landlord and tenant Tinder) started implementing measures that
detrimentally impacted the Debtor's business. Because of declining
profits, revenues, and overall financial performance, in June 2017,
the Debtor determined that it required a cash infusion to continue
operations and stay in business.
Consequently, in November 2017, the Debtor was engaged in
discussions with a potential partner on a proposal for the
Potential Partner to provide the Debtor with the necessary capital
to maintain and improve operations. However, while discussions
between the Debtor and the Potential Partner were pending, a
Potential Purchaser offered to purchase the Debtor's business and
take assignment of the Leases for, among other things,
approximately $1,000,000.
A sale of the Debtor's business, as contemplated by the
Transaction, would have allowed the Debtor to pay its creditors in
full, allow for a distribution to equity, and maintain the
livelihood and jobs of its business and employees. As a result, the
Debtor entered into a tentative purchase agreement with the
Potential Purchaser, and submitted the request for assignment of
the Lease to the Landlord. Throughout this period, the Landlord was
apprised of the developments and was supportive of the Debtor's
efforts.
As a result, on March 15, 2018, the Debtor (not 8800 Sunset, LLC,
and through Debtor's counsel) submitted its request to the Landlord
to transfer the Lease to the Potential Purchaser. Unexpectedly, in
April 2018 -- before all of the required documents were submitted
to the Landlord for it to consider the assignment request pursuant
to the Lease, and before the conditions precedent to the Recapture
Provision under the Lease were satisfied -- the Landlord notified
the Debtor that it would improperly and prematurely invoke the
Recapture Provision and terminate the Lease. The Landlord's
decision to improperly invoke the Recapture Provision caused the
Potential Purchaser to terminate its purchase agreement with the
Debtor with respect to the Transaction.
Believing, among other things, that the Landlord had breached the
Lease, the Debtor filed an action against the Landlord, styled 8800
LLC, a California Limited Liability Company v. TMC Realty, L.L.C.,
Case No. BC706293 in the Superior Court of California, County of
Los Angeles.
On May 11, 2018, despite the fact that the conditions precedent to
the enforcement of the Recapture Provision had not yet been
satisfied, the Landlord sent a three-day notice to quit to 8800
Sunset, LLC (which the Debtor believed was defective) and, on May
16, 2018, the Landlord filed an unlawful detainer action, styled
TMC Realty, LLC v. 8800 Sunset LLC, Case No. SC129282.
Thus, in order to stay the eviction process related to the Lease,
preserve the Debtor's interest in the Leases, protect the Debtor's
business and employees, and allow the Debtor an opportunity to
reorganize its debts and affairs in bankruptcy, the Debtor filed
its Chapter 11 bankruptcy petition.
Shortly after the Petition Date, on July 6, 2018, the Landlord
filed its motion for relief from the automatic stay to seek to
continue litigating the UD Action in the Superior Court ("RFS
Motion").
Because the issues in the UD Action and Civil Action were
inextricably linked to the bankruptcy estate's interests in and
ability to assume the Lease, on July 25, 2018, the Debtor removed
both Actions to the Bankruptcy Court, so that it can serve as a
centralized forum to determine all of the issues and disputes
between the Landlord and Debtor as it relates to the Lease and
Premises.
On August 31, 2018, the Landlord filed two motions to remand the
Actions back to the Superior Court, which the Debtor opposed. The
RFS Motion and Remand Motions are pending, and the hearings thereon
have been continued from September 11, 2018 at 1:30 p.m. to October
3, 2018 at 11:00 a.m.
On September 11, 2018, the Debtor filed its motion to assume the
Lease, and a hearing on the Assumption Motion is presently set for
October 3, 2018 at 11:00 a.m.
The Debtor also intends on filing, and is currently preparing a
motion for it to assume the Theatre Agreement and/or regain
possession of the Screening Room Space, so that it can once again
use the Screening Room Space to operate its Theatre to generate
income to benefit creditors of the estate.
Pursuant to the Theatre Agreement, the Debtor also has a leasehold,
possessory, or other interest in the screening room space adjacent
to the Restaurant and Lounge, where it previously operated the
Theatre. Unlike the Lease, however, the Landlord never commenced
unlawful detainer proceedings to evict the Debtor, or sought a
judicial determination regarding the termination of Debtor's
leasehold, possessory, or other interest in the Screening Room
Space. Instead, after alleging that the Debtor had defaulted on the
Theatre Agreement (which the Debtor disputes), the Landlord
improperly engaged in "selfhelp" tactics to lock the Debtor out of
the Screening Room Space pre-petition. Since the lockout, the
Debtor has been unable to hold private screenings and events in the
Screening Room Space, despite multiple inquiries by potential
clients who were interested in using the space.
The Debtor asserts that Court's decision on and the outcome of the
Assumption Motions will have a substantial impact on the Debtor's
plan of reorganization and disclosure statement describing it. For
example, the Court's determination regarding the cure amount owed
to the Landlord (if any) will have an impact on how much creditors
of the Debtor's estate will receive through its Plan. More
importantly, if the Debtor cannot assume the Leases, there will
likely be no prospect of reorganization because the Debtor cannot
operate its business on the Premises.
Further, because the Court has not yet set a claims bar date, the
Debtor contends that any Plan filed now would undoubtedly have to
be amended or modified after the claims bar date has passed and the
Debtor has a clearer picture of the universe of claims asserted
against it. Such amendments will likely lead to additional
administrative costs and delays in the plan confirmation process.
Accordingly, the Debtor believes that it would be impractical, if
not impossible, to file an efficient plan at this juncture because
any such plan, without first resolving the Assumption Motion (and
soon to be filed Theatre Assumption Motion) and related disputes,
would simply be guessing at the true nature of the Debtor's assets
and operations, and would not include the information crucial in
performing a comprehensive, detailed financial analysis of the
Debtor and a thorough rationale for the proposed treatment of
claims.
About 8800 LLC
8800 LLC is a privately held company whose principal assets are
located at 8800 Sunset Blvd. West Hollywood, CA 90069. 8800 LLC
filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 18-17263) on
June 22, 2018. In the petition signed by Alan Nathan, managing
member, the Debtor estimated assets and liabilities at $1 million
to $10 million. The case is assigned to Judge Robert N. Kwan. The
Debtor is represented by lawyers at Levene, Neale, Bender, Yoo &
Brill L.L.P.
ABA HOLDING: Proposes $1.4M Private Sale of Brooklyn Property
-------------------------------------------------------------
A B A Holding, LLC, asks the U.S. Bankruptcy Court for the Eastern
District of New York to authorize the private sale of its
residential property located at 1615 Dorchester Road, Brooklyn, New
York, known on the Kings County Tax Map as Block 5159, Lot 36, to
Laura Morrison and Daniel Lichtman for $1,365,000.
As disclosed in its schedules, the Debtor wholly owned the
Property. The estate's primary asset is the Debtor's interest in
the Property, a two-family residential property. As of June, 2018
the Property has been vacant, leaving the Property open for
prospective purchaser to inspect without interference.
On March 22, 2006, the Debtor's principal, Arasb Shoughi acquired
fee simple title to the Property for $740,000. The Property was
paid for by the Debtor with cash and a first and second mortgage
from MERS totaling $703,000. Thereafter in 2007 the first mortgage
was assigned to HSBC Bank USA NA. Later in 2007, the Debtor's
principal transferred the deed to the Property to the Debtor. In
April 2018 MERS filed a release of the second mortgage.
Since acquiring the Property, the Debtor and its principals have
kept the Property in rentable condition and have dealt with many
different tenants, both good and bad. 10. Since Broker LG
Fairmont's retention, the Property has been aggressively shown to
as many prospective purchasers as possible, been listed in numerous
places, and numerous open houses have been held to find the best
possible offer for the Property.
The Debtor entered into a contract of sale with Purchasers on Sept.
6, 2018. The purchase price is $1,365,000. The contract of sale
contains no financing contingency, i.e. this is a cash deal. Upon
entry of an Order approving the sale the Debtor and the Purchasers
expect to close immediately. The Debtor's attorney is currently
holding a down payment in the amount of $136,500 in escrow. The
Property is being provided as is with a credit in the amount of
$757 being provided to the Purchasers for the heating system and an
assurance that the Property will be in the same condition at the
time of closing that it was in at the time of inspection.
A copy of the Contract attached to the Motion is available for free
at:
http://bankrupt.com/misc/ABA_Holding_53_Sales.pdf
It is respectfully submitted that given that the Property has been
listed for over three months and marketed aggressively, the
purchase price contained in the contract of sale is the best
possible price that can be obtained in the current market.
Moreover, it is expected that the contemplated sale will be the
quickest and most cost-effective way to sell the Property and to
pay all allowed claims in the case.
Notwithstanding the foregoing, in the event the Purchasers are
unwilling unable to complete the sale, the Debtor is prepared and
reserves its rights to retain the down-payment from the Purchasers
and to proceed to sell the Property at public auction to the bidder
with the highest and best offer.
The deadline to file all proofs of claim in the case passed July
17, 2018.
These parties have asserted secured claims against the Property:
Claimant Amount
-------- ------
HSBC: $1,210,000
NYC DOF: $527
OATH: $3,666
Additional R/E Taxes $10,000
----------
Total $1,224,193
The Debtor is exercising sound business judgment by selling the
Property at the proposed private sale because the Debtor believes
that it has received the highest and best offer already and because
the sale as proposed benefits all interested parties of the estate.
The Debtor asks approval of the sale of the Property free and
clear of all liens and for authority to satisfy certain liens at
the closing.
The Debtor respectfully asks that the Court waives the requirement
under Bankruptcy Rule 6004(h).
A hearing on the Motion is set for Oct. 10, 2018 at 3:30 p.m. The
objection deadline is Oct. 3, 2018 at 4:00 p.m. (ET).
The Purchasers:
Laura Morrison and Daniel Lichtman
590 Flatbush Ave., Apt. 8R
Brooklyn, NY 11225
The Purchasers are represented by:
Scott GOldman, Esq.
KATZ & MATZ PC
1350 Ave. of the Americas, 3rd Floor
New York, NY 10019
Telephone: (212) 244-4630
Facsimile: (646) 219-571
E-mail: scott@katzmatz.net
About A B A Holding
A B A Holding LLC formed is a single-asset real estate entity. The
Debtor owns a three- story, two-family residential property located
at 1615 Dorchester Road, Brooklyn, New York 11226. The Debtor's
principal (without the advice of counsel) filed the instant case
under Chapter 7 (Bankr. E.D.N.Y. Case No. 18-40282) on Jan. 18,
2018. After filing the case, he realized that the case should have
been filed under Chapter 11 and brought a motion to convert the
case the Chapter 11 on the same day the case was filed.
The Debtor is represented by:
John Lehr, Esq.
1979 Marcus Avenue, Suite 210
New Hyde Park, NY 11042
Tel: (516) 200-3523
On June 7, 2018, the Court appointed LG Fairmont as real estate
broker.
ADAMIS PHARMACEUTICALS: Gets FDA OK for Its Lower Dose Symjepi
--------------------------------------------------------------
The U.S. Food and Drug Administration has approved Adamis
Pharmaceuticals Corporation's lower dose version (0.15mg) of
Symjepi for the emergency treatment of allergic reactions (Type I)
including anaphylaxis.
Dr. Dennis J. Carlo, president and CEO of Adamis, stated, "The
approval of the lower dose form of Symjepi represents another
milestone for the company. We are working closely with Sandoz to
bring this product to market and hope that it, along with the
higher (0.3mg) version, will be well received in the market."
About Symjepi
Symjepi (epinephrine) Injection 0.3mg is an FDA-approved product,
for the emergency treatment of allergic reactions (Type I)
including anaphylaxis, designed for patients weighing 66 pounds or
greater. The lower dose version (0.15mg) is intended to
potentially treat patients weighing 33-66 pounds. Both Symjepi
products will provide two single-dose injections syringes of
epinephrine (adrenaline), which is considered the drug of choice
for immediate administration in acute anaphylactic reactions to
allergic reaction to foods (such as nuts), insect stings or bites,
drugs and other allergens, as well as idiopathic or
exercise-induced anaphylaxis.
About Adamis
San Diego, Calif.-based Adamis Pharmaceuticals Corporation
(OTCQB:ADMP) -- http://www.adamispharmaceuticals.com/-- is a
specialty biopharmaceutical company focused on developing and
commercializing products in the therapeutic areas of respiratory
disease and allergy. The company's first product, Symjepi
(epinephrine) Injection 0.3mg, was approved for use in the
emergency treatment of acute allergic reactions, including
anaphylaxis. Adamis' product pipeline includes HFA metered dose
inhaler and dry powder inhaler products for the treatment of
bronchospasm and asthma.
Adamis incurred a net loss of $25.53 million in 2017 compared to a
net loss of $19.43 million in 2016. As of June 30, 2018, Adamis
had $39.35 million in total assets, $13.95 million in total
liabilities and $25.39 million in total stockholders' equity.
The report from the Company's independent accounting firm Mayer
Hoffman McCann P.C., in San Diego, California, on the consolidated
financial statements for the year ended Dec. 31, 2017, includes an
explanatory paragraph stating that the Company has incurred
recurring losses from operations, and is dependent on additional
financing to fund operations. These conditions raise substantial
doubt about the Company's ability to continue as a going concern.
ADVANCED VASCULAR: Ch. 11 Case Dismissed for Unauthorized Filing
----------------------------------------------------------------
Bankruptcy Judge Jeffery A. Deller dismissed Advanced Vascular
Resources of Johnstown, LLC's chapter 11 bankruptcy case because
the bankruptcy filing was unauthorized and improper.
Samir Hadeed, M.D. and Johnstown Heart and Vascular Center, Inc.
have moved to dismiss the bankruptcy case. Among the reasons
averred for dismissal is the contention that the chapter 11 filing
is an ultra vires filing due to lack of consent by the owners of
the "Majority Interest" of the units in the Debtor (which is a
limited liability company).
The question before the Court was whether it was proper for the
Debtor to file the bankruptcy case when one of its equity holders
-- Johnstown Heart and Vascular Center, Inc. -- did not consent to
its filing. The answer to this question is that the bankruptcy
filing was unauthorized and improper.
Schedule I to the Operating Agreement lists as "Class A Members"
both Advanced Vascular Resources, LLC and JHVC. Schedule I further
indicates that JHVC holds a Class A interest in the amount of 55%
and that Advanced Vascular Resources, LLC holds a 45% interest.
Consistent with the ratable portion of their respective interests,
Schedule I states that the "Number of Units Purchased/Awarded" to
JHVC is 55,000 and the number awarded to Advanced Vascular
Resources, LLC is 45,000.
Relying upon this equity structure, JHVC contends that the Debtor
lacked the requisite authority to commence the instant bankruptcy
case because JHVC never consented to the bankruptcy filing and
never ratified it. Specifically, JHVC contends that absent JHVC's
express written consent, the Debtor's bankruptcy filing is ultra
vires due to the Debtor's failure to obtain approval from the
Debtor's "Majority Interest" holders pursuant to section 4.1.6 of
the Operating Agreement.
The Debtor contends that JHVC only contributed a mere $36,000 upon
execution of the Operating Agreement. As such, the Debtor contends
that JHVC's interest is limited to 3%3 and not 55%. The Debtor also
argues, without much clarity or detail, that the Operating
Agreement is ambiguous and that the remittance of only $36,000 by
JHVC as an initial capital contribution means that the arrangement
fails for want of "consideration."
In order for the Operating Agreement to be rendered ambiguous as
argued by the Debtor, it must first be objectively reasonable to
read the Operating Agreement as making the allocation to JHVC of a
55% Class A Membership interest contingent on the full payment of a
$480,000 capital contribution. The Court, however, does not find
this to be the case.
The Court reaches this conclusion because the Operating Agreement
itself makes express reference to JHVC's capital contribution of
$36,000. As the language recognizes, JHVC was permitted to
contribute only $36,000 upon execution of the agreement, and the
remaining sums were "deemed" by the parties to have been
contributed by JHVC. These provisions are plain and unambiguous.
They are also not unreasonable in light of other provisions of the
Operating Agreement.
Further, even if the Court could consider the evidence cited by the
Debtor, the Court finds such evidence unconvincing. For example,
JHVC did not participate in the preparation or filing of the tax
documents cited by the Debtor and the Debtor's effort to impute
them to JHVC does not make any sense. Rather, the Debtor's
invocation of them is self-serving and unpersuasive. For all of
these reasons, the Court finds that the Debtor's bankruptcy filing
is ultra vires and must be dismissed.
A full-text copy of the Court's Memorandum Opinion dated Sept. 24,
2018 is available at:
http://bankrupt.com/misc/pawb17-70825-125.pdf
About Advanced Vascular Resources
Advanced Vascular Resources of Johnstown, LLC, operates an
outpatient vascular-services center in Johnstown, Pennsylvania.
Advanced Vascular Resources sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. W.D. Pa. Case No. 17-70825) on Nov. 21,
2017. In the petition signed by Mubashar A. Choudry, president,
the Debtor estimated assets and liabilities of $1 million to $10
million.
Judge Jeffery A. Deller presides over the case.
Charles O. Zebley, Jr., was later appointed as the Chapter 11
trustee. The Trustee retained Zebley Mehalov & White, P.C., as
counsel, and Robert O. Lampl Law Office as special counsel.
ALABAMA PETROLEUM: May Use GCF Cash Collateral Until Nov. 28
------------------------------------------------------------
The Hon. Bess M. Parrish Creswell of the U.S. Bankruptcy Court for
the Middle District of Alabama authorized Alabama Petroleum
Carrier, LLC, on a limited basis, to use cash collateral presently
subject to a first priority security interest of Green Capital
Funding, LLC ("GCF") through Nov. 28, 2018.
The Debtor and GCF have reached an agreement, and GCF has consented
to the limited use of Cash Collateral. The Debtor is allowed to
use cash collateral incident to expenses incurred in the normal
course of business which is vital to reorganization.
The Debtor has a secured note with GCF having a balance of
approximately $102,000. As security for its claims, GCF asserts a
lien on all accounts receivable and working capital.
The Debtor will provide adequate protection by paying to GCF $3,100
per month. The Adequate Protection Payment will commence on August
28, 2018 and continuing on the 15th day of each month thereafter.
A full-text copy of the Order is available at
http://bankrupt.com/misc/almb18-32126-30.pdf
About Alabama Petroleum Carrier
Montgomery, Alabama-based Alabama Petroleum Carrier, LLC, operates
a petroleum distribution company wherein they own trucks and
trailers that haul petroleum to retail outlets. The Company is
operated by Donnie Ingram and his son Houston Ingram. The
Company's average gross revenue currently is about $61,200 per
month, and the Company has about 8 employees.
Alabama Petroleum Carrier filed for Chapter 11 bankruptcy
protection (Bankr. M.D. Ala. Case No. 18-32126) on July 30, 2018.
Judge Bess M. Creswell presides over the case. The Debtor tapped
Michael A. Fritz, Sr., Esq., as its legal counsel. In the petition
signed by Donnie R. Ingram, president, the Debtor estimated assets
of less than $500,000 and debt of less than $1 million. No
official committee of unsecured creditors has been appointed in the
Chapter 11 case.
ALABAMA PETROLEUM: May Use Queen Funding Collateral Until Nov. 28
-----------------------------------------------------------------
The Hon. Bess M. Parrish Creswell of the U.S. Bankruptcy Court for
the Middle District of Alabama authorized Alabama Petroleum
Carrier, LLC, on a limited basis, to use cash collateral presently
subject to a first priority security interest of Queen Funding, LLC
through Nov. 28, 2018.
Alabama Petroleum and Queen Funding have reached an agreement and
Queen Funding has consented to the limited use of Cash Collateral.
Alabama Petroleum is allowed to use cash collateral incident to
expenses incurred in the normal course of business which is vital
to reorganization.
Alabama Petroleum has a secured note with Queen Funding having a
balance of approximately $35,000. As security for its claims,
Queen Funding asserts a lien on all accounts receivable and working
capital.
Alabama Petroleum will provide adequate protection by paying to
Queen Funding $1,000 per month. The Adequate Protection Payment
will commence on Aug. 28, 2018 and continuing on the 15th day of
each month thereafter.
A full-text copy of the Order is available at
http://bankrupt.com/misc/almb18-32126-31.pdf
About Alabama Petroleum Carrier
Montgomery, Alabama-based Alabama Petroleum Carrier, LLC, operates
a petroleum distribution company wherein they own trucks and
trailers that haul petroleum to retail outlets. The Company is
operated by Donnie Ingram and his son Houston Ingram. The
Company's average gross revenue currently is about $61,200 per
month, and the Company has about 8 employees.
Alabama Petroleum Carrier filed for Chapter 11 bankruptcy
protection (Bankr. M.D. Ala. Case No. 18-32126) on July 30, 2018.
Judge Bess M. Creswell presides over the case. The Debtor tapped
Michael A. Fritz, Sr., Esq., as its legal counsel. In the petition
signed by Donnie R. Ingram, president, the Debtor estimated assets
of less than $500,000 and debt of less than $1 million. No
official committee of unsecured creditors has been appointed in the
Chapter 11 case.
ARCON PROPERTIES: Nov. 14 Hearing on 2nd Amended Plan Set
---------------------------------------------------------
Bankruptcy Judge Robert N. Opel, II approved Arcon Properties, LLC
and Arcon Homes, LLC's second amended disclosure statement
referring to their second amended plan dated August 14, 2018.
Oct. 26, 2018 is fixed as the last day for submitting written
acceptances or rejections of the second amended plan and fixed as
the last day for filing and serving written objections to
confirmation of the second amended plan.
Nov. 14, 2018, at 10:00 am in the United States Bankruptcy Court,
The Ronald Reagan Federal Building, Bankruptcy Courtroom, Third
Floor, Third and Walnut Streets, Harrisburg, PA 17101, is fixed for
the hearing on confirmation of the second amended plan.
About Arcon Properties and Arcon Homes
Arcon Properties, LLC, is a Pennsylvania company which commenced
business in April, 2013. It was formed for the purpose of owning a
real property located at 195 Airport Road, Selinsgrove, Snyder
County, Pennsylvania. The real estate was initially to be utilized
as a manufactured building plant and associated offices.
Arcon Homes, LLC, was formed for the purpose of owning equipment
and various vehicles and carriers to be utilized in the
manufactured building business. It is a Pennsylvania company,
which commenced business in 2007.
Arcon Properties and Arcon Homes sought protection under Chapter 11
of the Bankruptcy Code (Bankr. M.D. Pa. Case Nos. 18-00212 and
18-00213) on Jan. 22, 2018. The petitions were signed by Merrill
D. Miller, Jr., member.
At the time of the filing, Arcon Properties disclosed that it had
estimated assets and liabilities of $1 million to $10 million.
Arcon Homes estimated assets of less than $500,000 and liabilities
of $1 million to $10 million.
Judge Robert N. Opel II presides over the cases.
The Debtors are represented by Robert E. Chernicoff, Esq., at
Cunningham, Chernicoff & Warshawsky P.C.
ARLEN HOUSE: Exclusive Plan Filing Period Extended Until Dec. 20
----------------------------------------------------------------
The Hon. A. Jay Cristol the U.S. Bankruptcy Court for the Southern
District of Florida, at the behest of Arlen House East 715, LLC,
has extended the exclusive period for Debtor to file a plan until
December 20, 2018, and solicitation for 60 days after that.
About Arlen House East 715
Based in Miami Beach, Florida, Arlen House East 715, LLC, filed a
voluntary petition under chapter 11 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. Case No. 18-16263) on May 24, 2018, listing under
$1 million in both assets and liabilities. The Debtor is
represented by Joel M. Aresty, Esq., at Joel M. Aresty, P.A., as
counsel.
ASSISTCARE MEDICAL: Seeks Waiver of Ombudsman Appointment
---------------------------------------------------------
Assistcare Medical Group LLC asks the Bankruptcy Court to waive the
appointment of a patient care ombudsman in its case.
The Debtor qualifies as a "health care business" as the term is
defined by Section 101(27A) of the Bankruptcy Code. However, the
Debtor asserts that appointment of an ombudsman is unnecessary in
its case pointing out that:
(1) The bankruptcy was caused by the repossession of medical
equipment that was required by the Doctors that using the
facility.
(2) The Debtor is not a licensed professional. It markets for
the doctors at the facility. The Doctors pay a fee for renting the
equipment. The doctors all have malpractice insurance.
(3) The patients come in for noninvasive procedures and are able
to take their records with them.
(4) None of the patients are long term patients. The ones for
the chiropractos can come as they please.
(5) The patients for out patient body sculpting come as needed
by their desires.
(6) The debtor is paid by insurance through the patients
insurance company thus there should never be conflict. The work is
approved before any patient is seen.
(7) Each doctor is licensed and certified but they are
independent of the debtor.
(8) An ombudsman would force the company to bare a debt it
cannot pay at this point. If would force the company out of
business.
"Good reason has been shown why an ombudsman is not needed. A high
likelihood of success exists in the case because the Debtor's
practice shall prove sufficient for the approval of this case," the
Debtor further asserts.
Daniel M. McDermott, United States Trustee for Region 21, objected
to the Debtor's motion seeking a finding that the appointment of an
ombudsman is not necessary is not one of the types of motions
covered by BLR 9014-2. Even if it were appropriate for the Debtor
to provide notice of a deadline to respond or object to the Motion,
the purported notice contained within the Motion fails to comply
with BLR 9014-2, the U.S. Trustee said.
The Debtor failed to properly serve the Motion because at least two
of the addresses included in the certificate of service are
incomplete, the U.S. Trustee complained. Specifically, the
addresses for Greenway Health and Intellispring Tech do not include
cities, states, or zip codes. Both of these entities are included
in the Debtor's list of creditors who have the twenty largest
unsecured claims in the case, the U.S. Trustee added.
The Debtor subsequently filed a renewed motion to address the U.S.
Trustee's concerns.
About Assistcare Medical Group
Assistcare Medical Group LLC sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. N.D. Ga. Case No. 18-63738) on August
15, 2018. In the petition the Debtor estimated assets of less than
$50,000 and liabilities of less than $50,000. The Debtor hired
Leonard R. Medley, III, Esq., at Medley & Associates, LLC, as
counsel.
AYTU BIOSCIENCE: Files Amended Prospectus on 901,639 Stock Sale
---------------------------------------------------------------
Aytu BioScience, Inc. is offering 901,639 shares of its common
stock, warrants to purchase up to 4,508,196 shares of its common
stock, and 3,606,557 shares of its Series C Preferred Stock.
The underwriters have the option to purchase up to 676,229
additional shares of common stock, and/or warrants to purchase
shares of common stock solely to cover over-allotments, if any, at
the price to the public less the underwriting discounts and
commissions. The over-allotment option may be used to purchase
shares of common stock, or warrants, or any combination thereof, as
determined by the underwriters, but those purchases cannot exceed
an aggregate of 15% of the number of shares of common stock
(including the number of shares of common stock issuable upon
conversion of shares of Series C Preferred Stock) and warrants sold
in the primary offering. The over-allotment option is exercisable
for 45 days from the date of this prospectus.
Aytu Bioscience intends to use the net proceeds from this offering
for general corporate purposes, including working capital.
The Company's common stock is listed on the NASDAQ Capital Market
under the symbol "AYTU." On Sept. 27, 2018, the last reported sale
price of the Company's common stock on the NASDAQ Capital Market
was $2.44.
A full-text copy of the Amendment No. 2 to Form S-1 dated Sept. 28,
2018 is available for free at:
https://is.gd/coNmsU
About Aytu BioScience
Englewood, Colorado-based Aytu BioScience, Inc. (OTCMKTS:AYTU) --
http://www.aytubio.com/-- is a commercial-stage specialty
healthcare company concentrating on developing and commercializing
products with an initial focus on urological diseases and
conditions. Aytu is currently focused on addressing significant
medical needs in the areas of urological cancers, hypogonadism,
urinary tract infections, male infertility, and sexual
dysfunction.
Aytu Bioscience reported a net loss of $10.18 million for the year
ended June 30, 2018, compared to a net loss of $22.50 million for
the year ended June 30, 2017. As of June 30, 2018, Aytu Bioscience
had $21.06 million in total assets, $7.63 million in total
liabilities and $13.42 million in total stockholders' equity.
EKS&H LLLP, in Denver, Colorado, the Company's auditor since 2015,
issued a "going concern" qualification in its report on the
consolidated financial statements for the year ended June 30, 2018,
citing that the Company has suffered recurring losses from
operations and has an accumulated deficit that raise substantial
doubt about its ability to continue as a going concern.
Aytu BioScience received on April 9, 2018 a letter from The Nasdaq
Stock Market LLC indicating that the Company has failed to comply
with the minimum bid price requirement of Nasdaq Listing Rule
5550(a)(2). Nasdaq Listing Rule 5550(a)(2) requires that companies
listed on the Nasdaq Capital Market maintain a minimum closing bid
price of at least $1.00 per share.
BELL FOODS: Marullo Buying All Assets for $1.25 Million
-------------------------------------------------------
Bell Foods, L.L.C., and Bellco Holdings, L.L.C., ask the U.S.
Bankruptcy Court for the Eastern District of Louisiana to authorize
the bidding procedures in connection with the sale of substantially
all of their assets to Jude Marullo or his assign(s) or designee(s)
for $1.25 million, subject to overbid.
The case was precipitated by an executory process action commenced
by Hancock Whitney Bank, seeking to foreclose on the Debtors'
warehouse.
The Debtors' assets and liabilities can be summarized as follows:
a) The Debtors' Assets:
i. Bell Foods' primary assets consist of accounts
receivable, inventory and furniture, fixtures and equipment. As of
Dec. 31, 2017, book value of inventory and receivables totaled
approximately $875,000, subject to review by CPA for Debtors. If
the Debtors are forced to liquidate rather than reorganize,
liquidating AR, inventory and FF&E will be expensive and likely at
a significant discount.
ii. Warehouse located at 134 Brookhollow Esplanade,
Harahan, Louisiana. Based on information and belief, Hancock
Whitney Bank obtained an appraisal valuing the real estate and
improvements owned by BELLCO at $1 million.
iii. The warehouse includes cold storage refrigeration
units necessary for operations. The refrigeration units are the
most valuable fixed asset owned by the Debtors. The units are
highly customized to fit the facility and are over 8 years old.
Resale of these types of units is complicated by the fact that they
are coming from South Louisiana, which imposes additional strain on
the units when compared to other areas of the country. The
creditors will not realize any value from these units unless the
Debtors are able to continue operations.
b) The Debtor's Creditor Groups: Total - $4.25 million
i. Hancock Whitney Bank / FNBC Loans and LOC to Bell
Foods – $1.95 million
ii. Hancock Whitney Bank / FNBC Real Estate Loan to
BELLCO - $750,000
iii. Notes / Merchant Cash Advances - $900,000 (may have
liens against cash collateral; to extent such liens exist, the
Debtor believes they were perfected after HW Bank / FNBC perfected
its liens)
iv. Trade Debt - $650,000
Prior to the Petition Date, the Debtor's primary lender was First
NBC Bank. HW Bank acquired First NBC Bank's loans in connection
with the FDIC take over as receiver of First NBC Bank in April
2017.
To ensure that the sale constitutes the best offer for their
assets, the Debtors ask approval of bidding and auction procedures
to govern the sales process, along with certain protections
afforded to the Buyer as the Stalking Horse, compensating the
Stalking Horse for risks it undertakes and to set a floor price for
an auction.
The transaction with the Buyer is the result of the Debtors'
efforts, primarily through its manager John Bellini, III, to market
the companies' assets for the benefit of creditors. Mr. Bellini
and the counsel have contacted multiple potential strategic buyers.
Based on these contacts, the Debtors received serious interest
from three persons considering a transaction. Due to the impact of
the case and pre-bankruptcy financial struggles, at a recent
hearing in the case held on Aug. 29, 2018, the company agreed to
fast-track the sales process and to file the Motion by Sept. 13,
2018.
The Debtors have entered into the Term Sheet with the Buyer. The
parties are in the process of finalizing an Asset Purchase
Agreement and other related documents and intend to file such
documents as a supplement.
The Debtors anticipate these key terms of the APA:
i. Price: $1.25 million
ii. The Buyer will likely retain John Bellini, III, as manager
of the new company pursuant to terms to be determined.
iii. Auction: The Motion and the APA contemplates an auction,
and the Debtors are not prohibited from soliciting competing
offers.
iv. Free and Clear Sale: The Buyer expects to acquire the
assets free and clear of all liens, claims, privileges,
encumbrances and interests.
v. No Right to Credit Bid: The stalking horse agreement
provides that no person will have the right to credit bid at the
auction.
vi. Break-Up Fee: The stalking horse bidder will be entitled
to a break-up fee of $30,000, which will include any fees and costs
incurred by the stalking horse bidder in connection with the
negotiation and execution of its obligations under the stalking
horse agreement.
The transaction will result in Debtors receiving $1.25 million in
sale proceeds to distribute to creditors. Generally, it is
anticipated that sale proceeds will be distributed as follows: (1)
HW Bank Secured Claim - $1.1 million; (2) Administrative Expenses
and General Unsecured Claims - $150,000. Based upon sales price of
$1.25 million, the Debtors believe general unsecured creditors will
receive approximately $75,000 or a distribution of 4-5% on their
claims. The Debtors believe they have minimal, if any, priority
claims.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: Oct. 26, 2018 at 5:00 p.m. (CT)
b. Initial Bid: $1.3 million, excluding Additional Costs,
which is $50,000 more than the Base Purchase Price of $1.25
million, and includes the $30,000 necessary to cover the Break-Up
Fee
c. Deposit: 5% of the Base Purchase Price
d. Auction: The Auction will be held on (TBD), 2018, at (TBD)
(CT) at United States Bankruptcy Court, Eastern District of
Louisiana, Courtroom of Judge Elizabeth Magner, 500 Poydras Street,
Room B-709, New Orleans, Louisiana 70130
e. Bid Increments: $25,000
f. Sale Hearing: Nov. 5, 2018
g. Closing: Nov. 12, 2018
A copy of the APA and the Bidding Procedures attached to the Motion
is available for free at:
http://bankrupt.com/misc/Bell_Foods_54_Sales.pdf
Within two business days after entry of the Bid Procedures Order,
the Debtors will serve the Sale Notice upon all Sale Notice
parties. They will make a determination regarding which bids
qualify as a Qualified Bid and notify persons submitting bids
whether they have been selected as a Qualified Bidder by Nov. 2,
2018. Within two days after the Bid Deadline, the Debtors will
provide the Buyer and HB Bank with copies of all Qualified Bids.
In connection with the APA, the Debtors anticipate that they will
assume and assign to the successful bidder or its designee or
assignee certain executory contracts or unexpired leases.
Accordingly, they ask approval of the proposed Assumption and
Assignment
of assigned Contracts.
Within two business days following entry of the Bid Procedures
Order, the Debtors will file with the Court a notice specifying:
(i) each contract or lease that may be assumed and assigned in
connection with the transaction and (ii) the proposed cure costs
with respect to each contract or lease that may be assumed and
assigned. Within two business days following entry of the Bid
Procedures Order, they will serve each counterparty to the
contracts or leases that may be assumed, which notice will include
the proposed cure amount, the date, time and location of the Sale
Hearing, and deadline to object to the assumption and assignment,
which deadline will be 14 days prior to the Sale Hearing.
About Bell Foods
Bell Foods, L.L.C., is a full line food-service distributor and
delivery service company. It offers an assortment of custom meat
and seafood products along with a variety of other categories. The
Company has a virtual warehouse containing over 112,000 products
from over 800 manufacturers. Located in Louisiana, the Company
services the southeast quadrant of the United States.
Bell Foods, L.L.C., based in Harahan, LA, and its debtor-affiliates
sought Chapter 11 protection (Bankr. E.D. La. Lead Case No.
18-11988) on July 31, 2018. In the petition signed by John
Bellini, III, president, the Debtors estimated up to $50,000 in
assets and $1 million to $10 million in liabilities. The Hon.
Jerry A. Brown presides over the case. Leo D. Congeni, Esq., at
Congeni Law Firm, LLC, serves as bankruptcy counsel to the Debtors.
BEN-BELLA TRANS: Case Summary & Unsecured Creditor
--------------------------------------------------
Debtor: Ben-Bella Trans, Corp.
545 Neptune Avenue # 9D
Brooklyn, NY 11224
Business Description: Based in Brooklyn, New York, Ben-Bella
Trans, Corp. is a privately held company in
the taxi and limousine service industry.
Chapter 11 Petition Date: September 27, 2018
Court: United States Bankruptcy Court
Eastern District of New York (Brooklyn)
Case No.: 18-45558
Debtor's Counsel: Alla Kachan, Esq.
LAW OFFICES OF ALLA KACHAN, P.C.
3099 Coney Island Avenue, 3rd Floor
Brooklyn, NY 11235
Tel: (718) 513-3145
Fax: (347) 342-3156
E-mail: alla@kachanlaw.com
Total Assets: $196
Total Liabilities: $1,351,871
The petition was signed by Benyamin Kinkov, president.
The Company lists Progressive Credit Union as its sole unsecured
creditor holding a claim of $1.35 million.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/nyeb18-45558.pdf
BJRP LLC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: BJRP LLC
dba Moxie the Restaurant
dba Red the Steakhouse
3355 Richmond Rd.
Beachwood, OH 44122
Business Description: BJRP LLC is a privately held company in
Beachwood, Ohio operating under the
steak restaurants indusry.
Chapter 11 Petition Date: September 28, 2018
Case No.: 18-15839
Court: United States Bankruptcy Court
Northern District of Ohio (Cleveland)
Judge: Hon. Arthur I. Harris
Debtor's Counsel: Richard A. Baumgart, Esq.
DETTELBACH, SICHERMAN & BAUMGART
55 Public Square - 21st Floor
Cleveland, OH 44113-1902
Tel: (216) 696-6000
Fax: (216) 696-3338
Email: rbaumgart@dsb-law.com
Total Assets: $442,000
Total Liabilities: $3,502,443
The petition was signed by Brad Friedlander, CEO.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at:
http://bankrupt.com/misc/ohnb18-15839.pdf
BLUE GOLD EQUITIES: U.S. Trustee Forms 5-Member Committee
---------------------------------------------------------
The U.S. Trustee for Region 2 on Sept. 26 appointed five creditors
to serve on the official committee of unsecured creditors in the
Chapter 11 cases of Blue Gold Equities, LLC and its affiliates.
The committee members are:
(1) Quality Glatt Corp.
383 Kingston Ave., Suite 262
Brooklyn, NY 11213
Attn: Mendel Sputz
Tel: 917-474-9831
(2) Main Street Bake Shop
68-18 Main Street
Flushing, NY 11367
Attn: Joel Gluck
Tel: 646-339-3297
(3) L&N Consulting Group, LLC
557 Central Avenue
Lawrence, NY 11559
Attn: Lawrence Garber
Tel: 347-992-9126
(4) Shlomies Bakery
176 Glymer Street
Brooklyn, NY 11211
Attn: Zalmen Berkovits
Tel: 718-483-4711
(5) Bagel Bites USA
240 60th Street
Brooklyn, NY 11220
Attn: Mendy Inglis
Tel: 718-744-5575
Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense. They may investigate the debtor's business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.
About Blue Gold
Launched in 2010, Blue Gold owns and operates nine retail kosher
food stores under the name of "Seasons" in New York, New Jersey,
Ohio and Maryland.
On Sept. 16, 2018, Blue Gold Equities LLC and 11 of its
subsidiaries filed voluntary petitions seeking relief under the
provisions of Chapter 11 of the U.S. Bankruptcy Code (Bankr.
S.D.N.Y. Lead Case No. 18-45280). Blue Gold disclosed $31 million
in total assets and $42 million in total liabilities.
The Hon. Nancy Hershey Lord is the case judge.
Zeichner Ellman & Krause LLP, led by Nathan Schwed, Peter Janovsky,
and Robert Guttmann, serve as the Debtors' counsel. Getzler Henrich
& Associates, LLC is the restructuring advisor. Omni Management
Group, Inc. is the claims and noticing agent.
BRINKER INT'L: Moody's Affirms Ba1 CFR & Alters Outlook to Neg.
---------------------------------------------------------------
Moody's Investors Service affirmed Brinker International, Inc.'s
Ba1 Corporate Family Rating, Ba1-PD Probability of Default Rating,
Baa3 rated guaranteed senior unsecured notes, and Ba1 rated senior
unsecured non-guaranteed notes. Brinker's Speculative Grade
Liquidity Rating is SGL-2. The ratings outlook was changed to
negative from stable. "The change in outlook to negative reflects
Brinker's weaker than expected operating performance and our view
that the company's ability to materially improve leverage and
coverage will be challenged by an intense promotional environment
and still high adjusted debt levels" stated Bill Fahy, Moody's
Senior Credit Officer. "The affirmation recognizes Brinker's high
level of brand awareness, meaningful scale and strong product
pipeline" stated Fahy.
Outlook Actions:
Issuer: Brinker International, Inc.
Outlook, Changed To Negative From Stable
Affirmations:
Issuer: Brinker International, Inc.
Probability of Default Rating, Affirmed Ba1-PD
Corporate Family Rating, Affirmed Ba1
Non-guaranteed Senior Unsecured Regular Bond/Debenture, Guaranteed
Senior Unsecured Regular Bond/Debenture, Affirmed Baa3 (LGD3)
RATINGS RATIONALE
Brinker benefits from its high level of brand awareness, meaningful
scale, improved cost structure and strong product pipeline and
technology initiatives that should help drive incremental traffic
and higher check. Brinker is constrained by weak same store sales
performance, specifically traffic, intense promotional environment
across the industry and a value focused consumer that will continue
to weight on operating trends and margins.
The negative outlook reflects Brinker's weaker than expected credit
metrics due to challenging operating trends and higher adjusted
debt levels and our view that the company's ability to materially
improve leverage and coverage will be challenging going forward.
Ratings could be downgraded in the event EBIT margins or leverage
remained around current levels, there is a deterioration in
coverage or financial policies continue to favor returns to
shareholder. Specifically, ratings could be downgraded if debt to
EBITDA remains around 4.0 times or EBIT coverage of interest dips
below 3.0 times. Ratings could also be downgraded in the event
liquidity deteriorated for any reason.
Factors that could result in an upgrade include a sustained
improvement in improved operating trends that result in a sustained
strengthening of earnings and debt protection metrics and the
company follows a consistent financial policy. Specifically, this
would include debt to EBITDA of under 3.5 times and EBIT coverage
of interest exceeding 4.0 times on a sustained basis. A higher
rating would also require maintaining good liquidity.
Brinker International, Inc. owns, operates and franchises the
casual dining concepts Chili's Grill & Bar and Maggiano's Little
Italy. Annual revenues are approximately $3.1 billion.
CAMBER ENERGY: Gets 10th & Final Tranche of $5M Investor Funding
----------------------------------------------------------------
As previously disclosed, on Oct. 5, 2017, Camber Energy, Inc. and
an institutional investor, entered into a Stock Purchase Agreement,
amended on March 2, 2018 pursuant to which the Company agreed to
sell, pursuant to the terms thereof, 1,684 shares of the Company's
Series C Redeemable Convertible Preferred Stock for $16 million (a
5% original issue discount to the face value of such shares),
subject to certain conditions.
On Oct. 5, 2017, in connection with the entry into the October 2017
Purchase Agreement, the Investor purchased 212 shares of Series C
Preferred Stock for $2 million.
On Nov. 21, 2017, pursuant to the terms of the October 2017
Purchase Agreement, the Company sold the Investor an additional 106
shares of Series C Preferred Stock for $1 million.
On Dec. 27, 2017, pursuant to the terms of the October 2017
Purchase Agreement, the Company sold the Investor an additional 105
shares of Series C Preferred Stock for $1 million.
On Jan. 31, 2018, pursuant to the terms of the October 2017
Purchase Agreement, the Company sold the Investor an additional 105
shares of Series C Preferred Stock for $1 million.
On Feb. 22, 2018, pursuant to the terms of the October 2017
Purchase Agreement, the Company sold the Investor an additional 105
shares of Series C Preferred Stock for $1 million.
On March 9, 2018, the Company sold the Investor an additional 105
shares of Series C Preferred Stock for $1 million.
On April 10, 2018, the Company sold the Investor an additional 105
shares of Series C Preferred Stock for $1 million.
On May 22, 2018, the Company sold the Investor an additional 105
shares of Series C Preferred Stock for $1 million.
On July 9, 2018, the Company sold the Investor an additional 210
shares of Series C Preferred Stock for $2 million.
On Sept. 27, 2018, the Company sold the Investor an additional 525
shares of Series C Preferred Stock for $5 million.
The Sixth Closing, Seventh Closing, Eighth Closing, and Ninth
Closing occurred notwithstanding the terms of the October 2017
Purchase Agreement which required the sixth closing to be for a
total of $5 million, as the parties mutually agreed to the sales of
only $1 million of Series C Preferred Stock to be sold pursuant to
the $5 Million Closing, at the Sixth Closing, Seventh Closing and
Eighth Closing, and for $2 million of Series C Preferred Stock to
be sold at the Ninth Closing.
With the Tenth Closing, the full amount of Series C Preferred Stock
agreed to be sold to the Investor pursuant to the October 2017
Purchase Agreement has been sold and no further funding is
contemplated from, nor Series C Preferred Stock shares due to, the
Investor.
The Company plans to use the proceeds from the sale of the Series C
Preferred Stock for working capital, workovers on existing wells,
and potential acquisitions.
About Camber Energy
Based in San Antonio, Texas, Camber Energy, Inc. (NYSE American:
CEI) -- http://www.camber.energy/-- is an independent oil and gas
company engaged in the development of crude oil, natural gas and
natural gas liquids in the Hunton formation in Central Oklahoma in
addition to anticipated project development in the Texas
Panhandle.
Camber Energy reported a net loss of $24.77 million for the year
ended March 31, 2018, compared to a net loss of $89.12 million for
the year ended March 31, 2017. As of June 30, 2018, the Company
had $14.72 million in total assets, $42.85 million in total
liabilities and a total stockholders' deficit of $28.13 million.
GBH CPAs, PC's audit opinion included in the company's Annual
Report on Form 10-K for the year ended March 31, 2018 contains a
going concern explanatory paragraph stating that the Company has
incurred significant losses from operations and had a working
capital deficit as of March 31, 2018. These factors raise
substantial doubt about its ability to continue as a going concern.
CAREMORE HOUSE: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Caremore House Home Care Services, LLC
2137 E. Chelten Avenue, Suite B
Philadelphia, PA 19138
Business Description: Caremore House Home Care Services, LLC is
a home health care services provider in
Philadelphia, Pennsylvania.
Chapter 11 Petition Date: September 27, 2018
Court: United States Bankruptcy Court
Eastern District of Pennsylvania (Philadelphia)
Case No.: 18-16425
Judge: Hon. Jean K. FitzSimon
Debtor's Counsel: Thomas Daniel Bielli, Esq.
BIELLI & KLAUDER, LLC
1500 Walnut Street, Suite 900
Philadelphia, PA 19102
Tel: 215-642-8271
Fax: 215-754-4177
E-mail: tbielli@bk-legal.com
- and -
Cory P. Stephenson, Esq.
BIELLI & KLAUDER, LLC
1500 Walnut Street, Suite 900
Philadelphia, PA 19102
Tel: 215-642-8271
Fax: 215-754-4117
E-mail: cstephenson@bk-legal.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Kera Anderson, CEO of Elyk Management
LLC, managing member of the Debtor.
The Company failed to include in the petition a list of its 20
largest unsecured creditors.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/paeb18-16425.pdf
CARLOS MIGUEL'S: Case Summary & Largest Unsecured Creditors
-----------------------------------------------------------
Lead Debtor: Carlos Miguel's of Castle Rock, LLC
12441 Mead Way
Littleton, CO 80125
Business Description: Carlos Miguel's --
http://www.carlosmiguels.com-- is a
restuarant chain in Littleton, Colorado
that offers authentic Mexican cuisine like
quesadillas, enchilladas, and more.
Carlos Miguel's has branches in Castle Rock,
Colorado Springs, Highlands Ranch,
Littleton, Briargate, Monument and Frisco.
Chapter 11 Petition Date: September 28, 2018
Affiliated companies that have filed voluntary petitions seeking
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Carlos Miguel's of Castle Rock, LLC 18-18485
Carlos Miguel's of Country Club Corners, LLC 18-18486
Carlos Miguel's of Frisco, LLC 18-18487
Carlos Miguel's of Littleton, LLC 18-18488
Court: United States Bankruptcy Court
District of Colorado (Denver)
Judge: Hon. Elizabeth E. Brown
Debtors' Counsel: Aaron A. Garber, Esq.
BUECHLER & GARBER, LLC
999 18th St.
Ste. 1230 S.
Denver, CO 80202
Tel: 720-381-0045
Fax: 720-381-0382
Email: Aaron@bandglawoffice.com
Assets and Liabilities:
Total Total
Assets Liabilities
--------- -----------
Carlos Miguel's of Castle Rock $33,357 $184,571
Carlos Miguel's of Country Club $26,396 $280,865
Carlos Miguel's of Frisco, LLC $26,756 $304,193
The petitions were signed by Luis Miguel Martin, managing member.
A full-text copy of Carlos Miguel's of Castle Rock's petition
containing, among other items, a list of the Debtor's 20 largest
unsecured creditors is available for free at:
http://bankrupt.com/misc/cob18-18485.pdf
A full-text copy of Carlos Miguel's of Country Club's petition
containing, among other items, a list of the Debtor's 20 largest
unsecured creditors is available for free at:
http://bankrupt.com/misc/cob18-18486.pdf
A full-text copy of Carlos Miguel's of Frisco's petition
containing, among other items, a list of the Debtor's 20 largest
unsecured creditors is available for free at:
http://bankrupt.com/misc/cob18-18487.pdf
CCS ONCOLOGY: PCO Files 4th Report
----------------------------------
Joseph J. Tomaino, the duly appointed Patient Care Ombudsman in the
bankruptcy cases of Comprehensive Cancer Services Oncology PC and
its debtor affiliates, filed a fourth report pursuant to 11 U.S.C.
Section 333 (b)(2).
The PCO stated that since his third report filed on June 2, 2018,
there has been no need for on-site observations since clinical
operations ceased on April 22, 2018, for most patients, and on
April 25 for the last four radiation therapy patients.
Patient care ombudsman activity since then has consisted of
telephone interviews with key company staff involved with the
transition of patient records. The PCO has also maintained on-going
communication with the Chapter 11 Trustee and provided guidance on
relevant issues, including handling of medical records. On July 18,
2018, the ombudsman met in person with the Chapter 11 Trustee to
review the status of medical record transfer, and again by phone
several days later with CCS staff. The status is that the
electronic record transfer process is being finalized and the cost
determined so the project can be funded. Additionally, there are
some paper records that were located of providers who had been
hired by CCS and have since left that need to have a custodian
identified for. The ombudsman reviewed the requirement that
patients be given notice of the final custodian of their records if
not already done so.
Throughout this reporting period, the ombudsman and his staff have
fielded 114 calls from patients, and have provided them with
information and assistance on locating their medical providers or
obtaining their medical records. In recent weeks, these calls have
dwindled.
CCS Oncology is a professional corporation formerly operating a
practice of medical and radiological oncology treatment, with
offices in Orchard Park, Frankhauser, Niagra Falls, Kenmore, and
Lockport. CSS Medical is a provider of primary care and specialty
medicine services formerly operating at Orchard Park, Delaware
Avenue, and Youngs Road.
A copy of the PCO's Fourth Report for CCS Oncology is available
from PacerMonitor.com at https://tinyurl.com/y7vc62qn at no
charge.
A copy of the PCO's Fourth Report for CCS Medical is available from
PacerMonitor.com at https://tinyurl.com/y9g9ftk9 at no charge.
About CCS Oncology
CCS Oncology is a professional corporation operating a practice of
medical and radiological oncology treatment, with offices in
Orchard Park, Frankhauser, Niagra Falls, Kenmore, and Lockport. CSS
Medical PLLC is a provider of primary care and specialty medicine
services currently operating at Orchard Park, Delaware Avenue, and
Youngs.
CCS Oncology is the sole member of CCS Medical. CCS Equipment is
the owner of certain medical equipment used in the medical
practices and CCS Oncology is its sole member. CCS Billing was
intended to be developed into a separate billing entity for the
medical practices, but was never funded or operational. CCS
Billing has no assets and has had no activity other than showing a
couple of minimal historical accounting entries. WSEJ is the owner
of certain real property used by the medical practices. The
Debtors are headquartered in Orchard Park, New York.
Comprehensive Cancer Services Oncology, P.C., doing business as CCS
Oncology, doing business as CCS Healthcare, along with its
affiliates, sought Chapter 11 protection (Bankr. W.D.N.Y. Lead Case
No. 18-10598) on April 2, 2018. In the petitions signed by Won Sam
Yi, president/CEO, CCS estimated at least $50,000 in assets and $10
million to $50 million in liabilities.
Judge Michael J. Kaplan is the case judge. Arthur G. Baumeister,
Jr., Esq., of Baumeister Denz LLP, serves as the Debtors' counsel.
Mark Schlant has been named the Chapter 11 trustee.
Joseph J. Tomaino of Grassi Healthcare Advisors LLC has been
appointed patient care ombudsman.
CHICAGO FIRE BRICK: Trustee Entitled to Recover $2.5MM from CCC
---------------------------------------------------------------
The consolidated bankruptcy appeals captioned CONTINENTAL CASUALTY
COMPANY, Appellant, v. BARRY A. CHATZ, as TRUSTEE for the CFB/WFB
LIQUIDATING TRUST, Appellee, Case Nos. 17-cv-05281-WHO;
17-cv-06989-WHO (N.D. Cal.) stem from Chapter 11 proceedings filed
by debtors Chicago Fire Brick Co. and Wellsville Fire Brick Co.,
establishing a Liquidating Trust to handle asbestos-related claims
and disbursements to claimants from debtors' insurance policies.
Appellant Continental, an insurance company that insured debtors,
appeals from two decisions from the Bankruptcy Court, the Hon.
Roger L. Efremsky presiding. Continental appeals Judge Efremsky's
decision denying Continental's motion for leave to have an Illinois
court decide whether policy coverage existed for the claims the
Liquidating Trust asserted against Continental. From the related
adversary proceeding, Continental appeals from Judge Efremsky's
decision finding Continental liable to the Trust for $3.5 million
in claims, as well an award of penalties for Continental's
vexatious conduct.
Upon careful review, District Judge William H. Orrick adopts Judge
Efremsky's findings and conclusions applying estoppel to prevent
Continental from relitigating its liability under the claims.
Plaintiff/appellee Barry A. Chatz, the Trustee of the CFB/WFB
Liquidating Trust, is entitled to recover from defendant/appellant
Continental a judgment in the amount of $2,512,444 as well as
prejudgment interest in the amount of $202,371.96.
The heart of Continental's consolidated appeal is its argument that
Judge Efremsky erred in preventing Continental from presenting its
argument on the merits that coverage did not exist over the vast
majority of claims the Trustee submitted to it. Judge Efremsky
appropriately concluded that Continental had the opportunity to
make that argument in the Plan's claims process and in the
Adversary Proceeding, but its former counsel declined, repeatedly,
to do so. As such, the Bankruptcy Court appropriately determined
under the doctrines of judicial and equitable estoppel, Continental
was bound to the arguments it actually raised on the claims
submitted and presented in the Adversary Proceeding. The Bankruptcy
Court also appropriately concluded that Continental's attempt to
change course and belatedly raise the coverage issue was vexatious
and unreasonable.
Because the Court finds that Judge Efremsky's order and judgment
based on estoppel and assessing penalties in the Adversary
Proceeding were appropriate, the Court need not separately reach
the denial of Continental's motion for leave to file a state court
complaint to determine the coverage issue that Continental
forfeited in the bankruptcy proceedings.
The Court also finds that Judge Efremsky did not abuse his
discretion in awarding a statutory penalty and attorney fees under
Section 155. Therefore, in addition, plaintiff/appellee Barry A.
Chatz, is entitled to recover from defendant Continental Casualty
Company the following:
A statutory penalty of $60,000 under applicable Illinois law; and
Attorney fees of $664,106.52 and expenses of $9,364.03 for
FrankGecker LLP under the Retention Agreement, plus $49,987.50 for
additional claim review; and Attorney fees of $76,186 and expenses
of $886.19 for Cooper White & Cooper LLP.
A copy of the Court's Order dated Sept. 17, 2018 is available at
https://bit.ly/2Oh8sfr from Leagle.com.
Continental Casualty Company, Appellant, represented by Jeff Darryl
Kahane -- JKahane@duanemorris.com -- Duane Morris LLP, Laurie J.
Hepler, Greines, Martin, Stein & Richland LLP, Ray L. Wong, Duane
Morris LLP & Suzanne R. Fogarty -- SRFogarty@duanemorris.com --
Duane Morris.
CFB Liquidating Corporation, Debtor, Appellee, represented by
Joseph D. Frank, Law Offices of Frank & Gecker & Jeremy C.
Kleinman, Law Offices of Frank & Gecker.
Barry A. Chatz, Trustee for the CFB/WFB Liquidating Trust,
Appellee, represented by Sean M. SeLegue, Arnold & Porter Kaye
Scholer LLP.
National Refractories and Minerals Corp., Chicago Fire Brick, Inc.,
Wellsvile Fire Brick Company, National Affiliated Technologies,
Inc. (nka NAT Liquidation Corporation), and National Refractories
and Minerals, Inc. sought chapter 11 protection (Bankr. N.D. Calif.
Case Nos. 01-45482 through 01-45486) on Oct. 10, 2001. At the time
of the filing, the Debtors estimated their assets and debts at more
than $50 million.
CHS/COMMUNITY HEALTH: Moody's Lowers CFR to Caa3, Outlook Stable
----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of CHS/Community
Health Systems, Inc., including the Corporate Family Rating to Caa3
from Caa2 and the Probability of Default Rating to Caa3-PD from
Caa2-PD. Moody's also downgraded the first lien senior secured debt
to Caa1 from B3, the junior lien debt to Ca from Caa3 and the
unsecured debt to C from Ca. Moody's also downgraded the
Speculative Grade Liquidity Rating to SGL-4 from SGL-3. The rating
outlook is stable.
The rating actions follow the announcement that Community will pay
$262 million to settle and resolve investigations by the US
Department of Justice (DOJ). The investigations date back to the
2014 acquisition of Health Management Associates, Inc. Management
expects to make the full payment in October 2018. Moody's believes
the settlement will weaken already constrained liquidity,
increasing the likelihood of a default event over the next 12-24
months.
Following is a summary of Moody's rating actions.
CHS/Community Health Systems, Inc.
Ratings downgraded:
Corporate Family Rating to Caa3 from Caa2
Probability of Default Rating to Caa3-PD from Caa2-PD
Senior secured bank credit facilities to Caa1 (LGD2) from B3 (LGD2)
Senior secured notes to Caa1 (LGD2) from B3 (LGD2)
Secured junior lien notes to Ca (LGD5) from Caa3 (LGD5)
Senior unsecured notes to C (LGD6) from Ca (LGD5)
Speculative Grade Liquidity Rating to SGL-4 from SGL-3
The rating outlook is stable.
RATINGS RATIONALE
The ratings reflect Moody's view that Community's liquidity will be
weak over the next 12-18 months, elevating the probability of a
default event. The ratings also reflect Community's very high
financial leverage with debt/EBITDA over 8.0x, and the on-going
significant interest costs and capital requirements of the
business. Moody's believes that in a default scenario, unsecured
and junior lien lenders would incur significant losses.
The SGL-4 reflects Moody's view that Community's liquidity will be
weak. The company had $208 million of cash at June 30, 2018 and
Moody's expects negative free cash flow over the next 12 months.
Hence Moody's believes that Community will rely on its $1 billion
asset-based lending facility and $425 million revolving credit
facility to finance the DOJ settlement. Community also has
maturities of unsecured notes of nearly $300 million over the next
12-18 months. Combined availability under these revolving
facilities approximated $800 million as of June 30, 2018 after
drawings and letters of credit. Use of the facilities to fund the
DOJ payment will cause tightening under the financial covenant
which governs the revolving credit facility. A breach of this
covenant, if not waived by lenders, could lead to loss of access of
the facility which would further stress liquidity.
The Caa1 rating on the first lien secured debt is one notch higher
than the rating outcome implied by Moody's Loss Given Default
model. This reflects Moody's view that recovery on the first lien
secured debt is better than implied by the model, at around 90% or
more. The C rating on the unsecured debt is one notch lower than
the rating outcome implied by Moody's Loss Given Default model.
This reflects Moody's view that recovery on the unsecured debt is
worse than implied by the model.
Moody's could downgrade the ratings if the probability of default
rises or credit recovery prospects weaken.
Moody's could upgrade the ratings if operational initiatives result
in improved volume growth and margin expansion. If leverage
declines or free cash flow improves materially, such that the
company's ability to refinance future debt maturities and sustain
the current capital structure becomes more assured, the ratings
could be upgraded. An upgrade would also require improved liquidity
including greater covenant cushion.
CHS/Community Health Services, Inc., headquartered in Franklin,
Tennessee, is an operator of general acute care hospitals in
non-urban and mid-sized markets throughout the US. Revenues in 2017
were approximately $16 billion.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
CIP INVESTMENT: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: CIP Investment Properties, LLC
8200 E. Thorn Dr.
Wichita, KS 67226
Business Description: CIP Investment Properties, LLC
is a Single Asset Real Estate company (as
defined in 11 U.S.C. Section 101(51B)).
The Company previously filed for bankruptcy
protection on July 17, 2012 (Bankr. D. Kan.
Case No. 12-21952).
Chapter 11 Petition Date: September 28, 2018
Case No.: 18-22039
Court: United States Bankruptcy Court
District of Kansas (Kansas City)
Debtor's Counsel: Bradley D. McCormack, Esq.
THE SADLER LAW FIRM
2345 Grand Boulevard, Suite 2150
Kansas City, MO 64108-2663
Tel: 816-561-1818
Fax: 816-561-0818
E-mail: bmccormack@saderlawfirm.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by David F. Hoff, president/managing
member.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/ksb18-22039.pdf
List of Debtor's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
5400 Holdings, LLC Commercial Office $18,500
Building
Alley Investments Storage Judgment $12,500
Bryan Cave Leighton $378,713
PO Box 503089
Saint Louis, MO 63150
C&C Maintenance, LC Janitorial Services $13,092
City of Wichita Water Service $23,623
Commerical Lawn Management $18,043
of Wichita, Inc.
Constellation Energy Natural Gas $25,960
Transportation
Eklunds Elev. Cabs & Entries Storage-2 Cabs $12,400
Fierce Landscaping $26,497
Foulston Siefkin, LLP $27,637
Kansas Paving $400,515
PO Box 4204
Wichita, KS 67204
Kansas Trane Service Company Services and $12,287
Repairs
M. Arthur Gensler & Associates $23,584
NCRI $13,056
P1 Group, Inc. $20,595
Pinnacle Fire & Automation $25,487
PNB Visa Credit Card $22,897
Polsinelli, PC $77,029
Total, Inc. $159,768
Westar $27,268
CIRCLE 9 CATTLE: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Circle 9 Cattle Company, LLC
502 Waterloo Road and 38 Loomont Lane
Whitehall, MT 59759
Business Description: Circle 9 Cattle Company, LLC runs
commercial cattle in Whitehall, Montana.
Chapter 11 Petition Date: September 27, 2018
Court: United States Bankruptcy Court
Maine (Bangor)
Case No.: 18-10569
Judge: Hon. Michael A. Fagone
Debtor's Counsel: Sam D. Anderson, Esq.
BERNSTEIN, SHUR, SAWYER & NELSON, P.A.
100 Middle Street
PO Box 9729
Portland, ME 04104
Tel: (207) 774-1200
Fax: (207) 774-1127
Email: sanderson@bernsteinshur.com
Debtor's
Financial
Advisor: SPINGLASS MANAGEMENT GROUP, LLC
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $0 to $50,000
The petition was signed by Terrance J. McClinch, sole member.
The Debtor stated it has no unsecured creditors.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/meb18-10569.pdf
CLAIRE'S STORES: 2nd Lien Note Claimants Has Allowed $232.3MM Claim
-------------------------------------------------------------------
Claire's Stores Inc. and its affiliates filed with the U.S.
Bankruptcy Court for the District of Delaware a third amended joint
chapter 11 plan dated Sept. 21, 2018.
The latest plan modifies the treatment of Class 10 consisting of
all Second Lien Notes Claims against each Debtor other than
Claire's Parent.
Second Lien Notes Claims will be allowed in the aggregate amount of
$232,383,775 against each Debtor other than Claire's Parent. Each
Holder of an Allowed Second Lien Notes Claim will receive on the
Effective Date, or as soon as practicable thereafter, with a
carve-out from the collateral (or the value of such collateral)
securing the First Lien Debt Claims:
(i) such Holder's Pro Rata share of (x) the Second Lien Notes
Claims Recovery Cash Pool, and (y) the CVR Certificates; provided
that, for the avoidance of doubt, distributions from the Second
Lien Notes Claims Recovery Cash Pool are subject to application of
the Second Lien Notes Trustee Charging Lien.
(ii) [Reserved].
The previous version of the plan provided that:
(i) If Class 10 votes to accept the Plan: such Holder's Pro
Rata share of the Secured Debt Deficiency Claim Recovery Cash
Pool.
(ii) If Class 10 votes to reject the Plan: such Holder's Pro
Rata share of the Unsecured Recovery Cash Pool (among all Allowed
General Unsecured Claims, Unsecured Notes Claims, Second Lien
Notes Claims, and First Lien Debt Deficiency Claims,
regardless of whether Holders of such Claims recover from the
Unsecured Recovery Cash Pool.
A full-text copy of Third Amended Joint Plan is available for free
at:
http://bankrupt.com/misc/deb18-10584-1034.pdf
About Claire's Stores
Claire's Stores, Inc. -- http://www.clairestores.com/-- is a
specialty retailer of jewelry, accessories, and beauty products for
young women, teens, "tweens," and kids. Through the Claire's
brand, the Claire's Group has a presence in 45 nations worldwide,
through a total combination of over 7,500 Company-owned stores,
concessions locations, and franchised stores. Headquartered in
Hoffman Estates, Illinois, the Company began as a wig retailer by
the name of "Fashion Tress Industries" founded by Rowland Schaefer
in 1961. In 1973, Fashion Tress Industries acquired the
Chicago-based Claire's Boutiques, a 25-store jewelry chain that
catered to women and teenage girls. Following that acquisition,
Fashion Tress Industries changed its name to "Claire's Stores,
Inc." and shifted its focus to a full line of fashion jewelry and
accessories.
In 2007, the Company was taken private and acquired by investment
funds affiliated with, and co-investment vehicles managed by,
Apollo Management VI, L.P. Claire's Group employs approximately
17,000 people globally. Claire's Stores, Inc., and 7 affiliates
sought Chapter 11 protection (Bankr. D. Del. Case No. 18-10584) on
March 19, 2018, after reaching terms of a balance sheet
restructuring with their first lien lenders and sponsor Apollo
Global Management, LLC.
As of Oct. 28, 2017, Claire's Stores reported $1.98 billion in
total assets against $2.53 billion in total liabilities.
The Hon. Brendan Linehan Shannon is the case judge.
The Debtors tapped Weil, Gotshal & Manges LLP as their bankruptcy
counsel; Richards, Layton & Finger, P.A. as local counsel; FTI
Consulting as restructuring advisor; Lazard Freres & Co. LLC as
investment banker; Hilco Real Estate, LLC as real estate advisor;
and Prime Clerk as claims agent and administrative advisor.
Andrew R. Vara, Acting U.S. Trustee for Region 3, on March 27
appointed seven creditors to serve on the official committee of
unsecured creditors in the Chapter 11 case of Claire's Stores Inc.
and its affiliates.
COMPCARE MEDICAL: PCO Files 2nd Report
--------------------------------------
Tamar Terzian, as the successor Patient Care Ombudsman for CompCare
Medical, Inc., filed a Second interim report for the period of May
10, 2018 to July 31, 2018.
The PCO states that the Debtor is in compliance and the PCO finds
that all care provided to the patients by the Debtor is within the
standard of care. The PCO adds that she 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 Second Interim Report is available from
PacerMonitor.com at https://tinyurl.com/ybny66fd at no charge.
About CompCare Medical, Inc.
CompCare Medical Inc., which operates a busy general medical
practice with a daily patient count of 40 to 50 patients., filed a
Chapter 11 petition (Bankr. C.D. Cal. Case No. 16-15707) on June
27, 2016. The petition was signed by Alphonso Benton, president.
The Debtor estimated assets at $100,001 to $500,000 and liabilities
at $500,001 to $1 million. The Debtor is represented by Todd L.
Turoci, Esq., and Julie Philippi, Esq., at The Turoci Firm, in
Riverside, California.
CROSSROAD FAMILY: Seeks Authority on Cash Collateral Use
--------------------------------------------------------
Crossroads Family Farms, GP, d/b/a Crossroads Family Farms, Inc.,
seeks authority from the U.S. Bankruptcy Court for the Southern
District of Indiana to use cash collateral.
As of the Petition Date, the Debtor is indebted to First Financial
Bank, National Association pursuant to five separate loans. The
outstanding balance owed to First Financial as of July 2, 2018 is
approximately $6,983,107. These loans appear to be secured by a
combination of real estate, equipment, cash, and crops of all the
Debtor Entities and other related parties. The Debtor believes that
are no other secured creditors with an interest in the cash
collateral.
The Debtor's cash collateral consists of crops in the ground, and
any potential crop insurance claim related thereto, 2017 and 2018
United States Department of Agriculture, Farm Services Agency
Agricultural Risk Coverage-County Land (ARC-CO) payments, and a
recent arbitration award for 2015 crop insurance. The arbitration
award totals $215,765.
The Award is cash collateral, upon which First Financial appears to
have a valid lien. The Debtor believes that the law firm McAfee &
Taft asserts an equitable attorney's lien totaling $56,308.13
against the Award for its services in helping the Debtor obtain the
Award.
The Debtor proposes that the Award be deposited immediately and
that $56,308.13 (the amount of the attorney lien) of the Award be
held in escrow with the Debtor's counsel subject to further order
of the Court, to resolve priority as between First Financial and
McAfee & Taft in that amount. The Debtor requests that the
remaining amount of the Award ($159,456.87) be released for use by
the Debtor to keep farming its operations going.
The Debtor has an immediate need to use the available cash
collateral in order to permit, among other things, the orderly
continuation of the operation of the Debtor's business, to maintain
business relationships with vendors and suppliers and to satisfy
other working capital needs.
First Financial may be entitled to adequate protection of its
interests in the Debtor's personal property, including the
available cash collateral, for any diminution in value of such
property or cash collateral, including any diminution resulting
from the use of cash collateral and the imposition of the automatic
stay. The Debtor believes that the adequate protection given by the
proposed granting of replacement liens over the available cash
collateral to the same extent, validity and priority of First
Financial's pre-petition liens is fair, reasonable and necessary
under the circumstances.
As additional adequate protection to First Financial, the Debtor
agrees to operate under the proposed budget which covers a
thirty-day period after the Petition Date. Given the amount of crop
insurance in place, the Debtor believes that the value of the cash
collateral on the Petition Date will be the same or greater after
harvest. The Debtor submits that First Financial is adequately
protected simply by keeping insurance in place and harvesting the
crop.
The Debtor also believes that McAfee & Taft will be adequately
protected, because the Debtor does not propose to use the Disputed
Funds, rather the Debtor proposes to turn them over to counsel for
deposit in a trust accounting pending a further order of the
Court.
A full-text copy of the Debtor's Motion is available at
http://bankrupt.com/misc/insb18-06520-2.pdf
About Crossroad Family Farms
Crossroad Family Farms, GP -- http://www.crossroadsff.com-- is a
privately held company in the crops farming business.
Crossroad Family Farms filed its petition for relief under Title
11, Chapter 11 of the United States Code on Aug. 23, 2018. In the
petition signed by Bradley Stephenson, authorized signatory, the
Debtor disclosed $1,888,697 in total assets and $7,506,694 in total
liabilities. The Hon. James M. Carr presides over the case.
Jeffrey M. Hester, Esq. at Hester Baker Krebs LLC, represents the
Debtor.
DAVID DUEHN: Proposes $95K Sale of Equipment
--------------------------------------------
David James and Sherri Lynn Duehn ask the U.S. Bankruptcy Court for
the District of Minnesota to authorize the sale of interest in the
personal property consisting of (i) 2012 Dodge Ram 5500 Truck to KA
Commercial Trucks, LLC for $31,000; (ii) Summers Chisel Plow 42'
frame and welded (wore out) to Bryan Hest/Hest, Inc. for $8,000;
(iii) 2006 JD 9760 sts Combine to Rainbow Acres Dairy, LLC for
$48,000; and (iv) Used Farmking Buehler 13X85 Auger to Duane
Peterson for $7,500.
The Debtors are the current record owner of the equipment and the
equipment is the property of the bankruptcy estate. They believe
that the equipment, except for the motor vehicles, is subject to
the security interest of purchase money and security holders and
also the security interest of Security Bank.
The funds will be disbursed to secured creditors to pay off the
remaining balance on account. The remainder of the funds will be
placed in the DIP account for use of the estate. The Debtors ask
authority to sell the personal property free and clear of all such
security interests. The liens of the holders of such security
interests will retain their priority, and to the same extent as
enjoyed by the secured creditors prior to the Petition Date.
The Debtors have sent the Notice to all the counsel of record in
the case, all scheduled creditors in the case, all parties entitled
to notice under Local Rule 9013-3, and all other known parties with
an interest in the matter.
Finally, the Debtors ask the Court to waive the 14-day stay of the
Order otherwise required under Fed. R. Bankr. P. 6004(h) to make it
effective immediately.
The Court will hold a hearing on the Motion at Oct. 9, 2018 at 9:00
a.m.
The Purchasers:
KA COMMERCIAL TRUCKS, LLC
71602 US Hwy 12
Dassel, MN 55325
Bryan Hest/HEST INC.
1455 110th Ave
Parley, MN 56574
RAINBOW ACRES DAIRY, LLC
Attn.: Dave Van Heel
1603 145th
Swanville, MN 56382
Duane Peterson
43114 180th St.
Vienna, SD 57271
David James Duehn and Sherri Lynn Duehn sought Chapter 11
protection (Bankr. D. Minn. Case No. 18-40466) on Feb. 21, 2018.
The Debtors tapped David C. McLaughlin, Esq., at Fluegel Anderson
McLaughlin & Brut, as counsel.
DEMERX INC: Plan Outline Hearing Moved to Nov. 7
------------------------------------------------
Bankruptcy Judge Robert A. Mark issued a second amended order
resetting the hearing to consider approval of DemeRx, Inc.'s
disclosure statement to Nov. 7, 2018 at 10:00 A.M.
The last day for filing and serving objections to the disclosure
statement is Oct. 31, 2018.
About DemeRx Inc.
DemeRx, Inc., is a pharmaceutical research and development company
headquartered in Miami, Florida.
DemeRx sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. S.D. Fla. Case No. 18-14149) on April 9, 2018.
In the petition signed by CEO Deborah C. Mash, Ph.D, the Debtor
disclosed $24.88 million in assets and $2.06 million in
liabilities.
Judge Robert A. Mark presides over the case. The Debtor hired
Aaronson Schantz Beiley P.A. as its legal counsel, and Halloran
Farkas & Kittila, LLP, as its special counsel.
The Debtor filed its proposed Chapter 11 plan and disclosure
statement on August 20, 2018.
ED MAP: Taps Strip Hoppers as Legal Counsel
-------------------------------------------
Ed Map, Inc., seeks approval from the U.S. Bankruptcy Court for the
Southern District of Ohio to hire Strip, Hoppers, Leithart, McGrath
& Terlecky Co., LPA, as its legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; analyze claims and negotiate with creditors;
assist in any potential sale of its assets; investigate and
prosecute litigation of behalf of the Debtor; propose a plan of
reorganization; and provide other legal services related to its
Chapter 11 case.
Myron Terlecky, Esq., and John Kennedy, Esq., the attorneys who
will be handling the case, charge $335 per hour and $285 per hour,
respectively. Other attorneys at Strip Hoppers may provide legal
services to the Debtor. Their hourly rates range from $250 to
$395.
The firm received $20,000 from the Debtor on Sept. 14.
Strip Hoppers is "disinterested" as defined in Section 101(14) of
the Bankruptcy Code, according to court filings.
The firm can be reached through:
Myron N. Terlecky, Esq.
John W. Kennedy, Esq.
Strip, Hoppers, Leithart,
McGrath & Terlecky Co., LPA
575 South Third Street
Columbus, OH 43215
Tel: (614) 228-6345
Fax: (614) 228-6369
Email: mnt@columbuslawyer.net
Email: jwk@columbuslawyer.net
About Ed Map Inc.
Ed Map, Inc. -- https://www.edmap.com -- is a content strategy and
logistics company. It was established in 2001 with the vision of
serving higher education through service and technology.
Ed Map sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. S.D. Ohio Case No. 18-55889) on September 17, 2018. In the
petition signed by Michael Mark, chief executive officer, the
Debtor disclosed that it had estimated assets of $10 million to $50
million and liabilities of $10 million to $50 million.
Judge John E. Hoffman, Jr. presides over the case.
EDEN HOME: Delays Plan for Deploying Lawsuit Settlement Proceeds
----------------------------------------------------------------
Eden Home, Inc., filed a second motion asking the U.S. Bankruptcy
Court for the Western District of Texas to extend by an additional
90 days the exclusive periods during which only the Debtor may file
and confirm a Plan to Jan. 10, 2019 and March 11, 2019,
respectively.
The Debtor seeks extension of the Exclusive Periods to allow Debtor
additional time to (i) begin deploying the Settlement Proceeds from
the Debtors' Construction Lawsuit, and (ii) continue marketing its
business for a sale or a recapitalization to ensure its residents
will be well cared for post-confirmation.
The Debtor has been in chapter 11 for approximately six and
one-half months as of the Sept. 26, 2018. The Debtor has used this
breathing spell to (i) continue operations, (ii) reach a settlement
in its Construction Lawsuit, and (iii) begin working on a plan or
alternative exit strategy.
The Construction Lawsuit was resolved by the Court's Order Granting
Joint Motion to Approve Proposed Compromise entered on August 9,
2018. However, because the Debtor has not yet received the
Settlement Proceeds, the Debtor requires additional time to begin
making repairs and to continue exploring its multiple exit
strategies.
The Debtor asserts that without the Settlement Proceeds in hand, it
will be unable to begin its needed repairs at this time. In
addition, the Debtor has not yet finalized a purchaser or a
recapitalization opportunity. The Debtor believes that it is much
more likely to achieve a positive result once the Debtor has at
least begun its repairs and interested buyers and investors are
able to evaluate the physical and financial condition of the Debtor
in an improved state. Thus, keeping the plan and solicitation
deadlines in place with the litigation dispute outstanding would
only detract from the Debtor's sale and recapitalization efforts.
The Debtor's purpose in seeking this second extension of the
Exclusive Periods is a good-faith effort to establish a viable
chapter 11 exit strategy that takes into account the myriad of
interests of the various constituencies involved in the Case,
particularly the residents of EdenHill Communities. The Debtor
asserts that the relief requested is not intended for the purpose
of coercing or strong-arming any party but rather to benefit the
Debtor's residents, but to the contrary, it is intended to allow
the Debtor to begin deploying the Settlement Proceeds to its much
needed repairs and allow the Debtor to continue preparing its exit
strategy for the Debtor's bankruptcy Case.
About Eden Home
Located in New Braunfels, Texas, Eden Home, Inc., d/b/a EdenHill
Communities -- https://www.edenhill.org/ -- is a not-for-profit,
faith-based organization that provides independent living,
affordable housing, assisted living, skilled nursing and
rehabilitation, long-term care and memory care services. The
EdenHill Communities Transportation Department provides ADA
services in support of seniors and individuals with disabilities.
Eden Home, Inc., filed a Chapter 11 petition (Bankr. W.D. Tex. Case
No. 18-50608) on March 16, 2018. In the petition signed by
Laurence P. Dahl, CEO and executive director, the Debtor estimated
assets and liabilities of $10 million to $50 million.
Judge Craig A. Gargotta is the case judge.
Dykema Cox Smith is the Debtor's counsel; Langley & Banack, and
Gravely & Pearson, L.L.P., as special counsels; Cushman & Wakefield
as real estate broker. Cushman & Wakefield has entered into a
Co-Broker Agreement with CF Commercial Brokerage, LLC d/b/a San
Antonio Commercial Advisors.
On March 26, 2018, the U.S. Trustee appointed Susan N. Goodman as
the patient care ombudsman in the case.
An official committee of unsecured creditors was appointed on May
30, 2018. The committee retained Martin & Drought, P.C., as
counsel.
ELEMENTS BEHAVIORAL: PCO Files Initial Report
---------------------------------------------
David N. Crapo, the Patient Care Ombudsman for EBH Topco, LLC,
Elements Behavioral Health, Inc., and certain of its affiliates,
filed his initial report, disclosing these primary findings:
Finding #1: The quality of care provided to the Operating
Debtors' patients (including patient safety) is acceptable, and is
not currently declining or otherwise materially compromised.
Finding #2: The oversight and supervision provided by the
management of the Operating Debtors and the Elements Behavioral
Health corporate offices and the competence, attentiveness and
loyalty of the Operating Debtors' clinical staff patients will
likely uncover quality of care deficits if they arise.
Finding #3: Following the PCO's inspection of the ranch at Piney
River, having the PCO receive bi-weekly reports and other materials
regarding quality of care and the Operating Debtors' operations
that could affect resident quality of care will provide a
reasonable basis to monitor whether the quality of care (including
patient safety) provided by the Operating Debtors is declining or
otherwise materially compromised.
A full-text copy of the PCO's Initial Report is available for free
at:
http://bankrupt.com/misc/deb18-11212-344.pdf
About Elements Behavioral Health
Long Beach, California-based EBH Topco, LLC along with its
subsidiaries -- http://www.elementsbehavioralhealth.com/-- are
providers of behavioral health services and residential drug and
alcohol addiction treatment. The Elements Behavioral Health(R)
family of programs offers comprehensive, innovative treatment for
substance abuse, sexual addiction, trauma, eating disorders, and
other mental health disorders.
EBH Topco, LLC (Lead Case), Elements Behavioral Health, Inc., and
certain of its affiliates sought Chapter 11 bankruptcy protection
(Bankr. D. Del. Lead Case No. 18-11212) on May 23, 2018.
In the petition signed by CRO Martin McGahan, the Debtors estimated
$50 million to $100 million in assets and under $100 million to
$500 million in liabilities.
Hon. Brendan Linehan Shannon presides over the Debtors' cases.
Christopher A. Ward, Esq., Shanti M. Katona, Esq., Stephen J.
Astringer, Esq., and Jeremy R. Johnson, at Polsinelli PC, serve as
counsel to the Debtors. Alvarez & Marsal LLC acts as restructuring
advisor to the Debtors; Houlihan Lokey Capital, Inc., is the
investment banker; and Donlin, Recano & Company, Inc., is the
notice and claims agent.
On June 11, 2018, Andrew Vara, acting U.S. trustee for Region 3,
appointed an official committee of unsecured creditors. The
Committee retained Bayard P.A. as legal counsel, Arent Fox LLP as
co-counsel, and Zolfo Cooper, LLC, as financial advisor.
ET SOLAR: Plan Outline Approved; Nov. 8 Plan Confirmation Hearing
-----------------------------------------------------------------
Bankruptcy Judge Charles Novack issued an order approving ET Solar,
Inc.'s disclosure statement referring to its plan of reorganization
dated Sept. 11, 2018.
Nov. 1, 2018 is fixed as the last day for filing written
acceptances or rejections of the Plan, and the last day for filing
and serving written objections to confirmation of the Plan.
Nov. 8, 2018, 10:00 a.m. is fixed for the hearing on confirmation
of the Plan.
The Troubled Company Reporter previously reported that the
projected recovery for general unsecured creditors under the plan
is 10.47% based on projected proceeds available of $2,069,732.04
with payments expected to be completed over 3-5 years based upon
estimates of the time needed to collect all amounts owed to the
Debtor. Recovery of unsecured creditors in the previous version of
the plan was 10.55%.
A copy of the Latest Disclosure Statement is available for free
at:
http://bankrupt.com/misc/canb17-43031-257.pdf
About ET Solar
Based in Pleasanton, California, ET Solar, Inc., is a solar energy
equipment supplier. ET Solar sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. N.D. Cal. Case No. 17-43031) on Dec. 4,
2017. In the petition signed by Steppe Hao, its president, the
Debtor estimated assets of less than $50,000 and liabilities of $10
million to $50 million. Judge Charles Novack presides over the
case. Binder & Malter, LLP, is the Debtor's legal counsel; and
Sensiba San Filippo LLP is the accountant.
EXECUTIVE NON-EMERGENCY: Taps Bartolone Law as New Legal Counsel
----------------------------------------------------------------
Executive Non-Emergency Transportation Inc. seeks approval from the
U.S. Bankruptcy Court for the Middle District of Florida to hire
Bartolone Law, PLLC. as its new legal counsel.
The firm will substitute for the Debtor's current counsel, The
Infurna Law Firm P.A.
Bartolone Law will advise the Debtor regarding its duties under the
Bankruptcy Code and will provide other legal services related to
its Chapter 11 case.
The firm's hourly rates range from $125 to $325. It received a
retainer in the sum of $10,000 for its postpetition services.
Bartolone Law does not represent any interest adverse to the Debtor
and its estate, according to court filings.
The firm can be reached through:
Aldo G. Bartolone, Jr., Esq.
Bartolone Law, PLLC
4767 New Broad Street
Orlando, FL 32814
Telephone: (407) 294-4440
Facsimile: (407) 287-5544
E-mail: aldo@bartolonelaw.com
About Executive Non-Emergency
Transportation Inc.
Executive Non-Emergency Transportation Inc. sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No.
18-03958) on June 29, 2018. At the time of the filing, the Debtor
estimated assets of less than $50,000 and liabilities of less than
$50,000. Judge Karen S. Jennemann presides over the case.
EYEPOINT PHARMACEUTICALS: Reports 2018 Q4 & Full Year Results
-------------------------------------------------------------
EyePoint Pharmaceuticals, Inc. reported operating and financial
results for its fiscal 2018 fourth quarter and full year ended June
30, 2018, and highlighted recent progress made to support its
transformation into a commercial company.
"During EyePoint's fiscal fourth quarter, we made significant
clinical, corporate and financial achievements that have
contributed to the Company's rapid advancement towards
commercialization," said Nancy Lurker, president and chief
executive officer of EyePoint Pharmaceuticals. "In preparation for
the launch of DEXYCU and, if approved, YUTIQ, we added several key
members to our management team, including David Price as Chief
Financial Officer and Jack Weet as Senior Vice President Regulatory
Affairs & Quality, each of whom has substantial experience in the
launch and commercialization of pharmaceutical products."
Ms. Lurker continued, "Our clinical and research teams continue to
add to the body of evidence supporting YUTIQ for the treatment of
non-infectious posterior segment uveitis with multiple
presentations at the 36th Annual Scientific Meeting of the American
Society of Retina Specialists, and we look forward to the FDA's
Prescription Drug User Fee Act (PDUFA) date of November 5, 2018 for
this program. In support of our commercialization strategy, we
also successfully strengthened our balance sheet with support from
Essex Woodlands (EW) Healthcare Partners and Rosalind Advisors,
Inc. (Rosalind Advisors), which have provided additional capital to
support our commercialization plans and growth strategy for the
future."
Recent Highlights
Key Commercial Preparations
* As EyePoint accelerates its transformation from a clinical-
stage company into a commercial company ahead of future
ophthalmic product launches, the Company has strengthened its
infrastructure to support its growth across multiple
functions, including finance, sales and marketing and
regulatory, including the following personnel additions in
newly created positions:
- David Price, chief financial officer, brings more than
25 years of financial experience in the healthcare,
investment banking and accounting sectors; and
- John (Jack) Weet, Ph.D., SVP, Regulatory Affairs &
Quality, brings over 40 years of experience in
regulatory affairs to EyePoint. He has extensive
expertise in the oversight of FDA relations and
negotiations across multiple therapeutic areas,
including ocular disease.
* The Company has continued to execute on its four-pillar
commercialization plan, which is to execute on a robust
medical education road map, train and hire a top tier sales
team, gain payor access and launch with a compelling
marketing strategy. Notably, EyePoint has consummated an
agreement with a premier contract sales organization to
ensure a fully trained and highly seasoned field organization
at launch. The Company has also established and begun
executing its medical education, product marketing and market
access plans ahead of product launch.
Strengthened Balance Sheet
* In June 2018, EW Healthcare Partners, an established
healthcare-focused investment firm, Rosalind Advisors and
another accredited investor contributed an aggregate of $25.5
million of growth capital to EyePoint following stockholder
approval of the financing. The closing of this financing,
coupled with the closing, in March 2018, of the initial
tranche of $9.5 million of equity financing led by EW
Healthcare Partners, resulted in total gross proceeds to the
Company of $35.0 million. Under the terms of the second
tranche securities purchase agreement, funds affiliated with
EW Healthcare Partners and the other second tranche investors
received warrants to purchase an additional 20,184,224 shares
of the Company's common stock, which, if exercised in full,
would provide the Company with additional gross proceeds of
up to approximately $28.9 million to further strengthen its
balance sheet. The warrants are cash-exercise only and are
exercisable until the close of business on Sept. 28,
2018.
Clinical Highlights
* At the 36th Annual Scientific Meeting of the American Society
of Retina Specialists that took place from July 20-25, 2018
in Vancouver, three presentations highlighted twelve-month
efficacy and safety data supporting YUTIQ for the treatment
of non-infectious posterior segment uveitis. Highlights from
each of the presentations include:
- Confirmatory 1-Year Study Results of an Injectable
Fluocinolone Acetonide Intravitreal Insert (FAi) to Treat
Non-infectious Posterior Segment Uveitis. Efficacy
results from this three-year prospective, Phase 3 study
showed a decrease in recurrence of uveitis in FAi versus
sham eyes at twelve months. Safety results demonstrated
that 23.8% and 7.7% of FAi and sham subjects,
respectively, experienced intraocular pressure (IOP)
increases of greater than or equal to 12mm Hg, with one
of the FAi study eyes requiring IOP lowering surgery.
The results of this study support previous findings that
the FAi is safe and effective to both treat and prevent
recurrent uveitis.
- Controlling Uveitic Recurrences: Results From a Phase 3
Study of 0.18 mg Fluocinolone Acetonide Insert in Non-
infectious Posterior Uveitis. Data from the first year
of this three-year study showed a lower inflammation
recurrence rate in FAi randomized eyes than in sham eyes
(37.9% vs. 97.6%, respectively). A total of 63
recurrences were reported in FAi-treated eyes, versus 105
recurrences in the sham-treated eyes. This data adds to
the growing body of evidence evaluating the role of FAi
in decreasing the rate of inflammation occurrence.
- Injectable Fluocinolone Acetonide Intravitreal Insert
Reduces the Need for Adjunctive Treatment in Non-
infectious Posterior Segment Uveitis. Analysis of the
full intent-to-treat cohort at one year indicated that a
single intravitreal injection of FAi provided effective
anti-inflammatory treatment for one year and
significantly reduced the need for adjunctive therapies.
6.9% of FAi eyes, versus 61.9% of sham eyes, received at
least one intra/peri-ocular steroid injection. Of the 6
FAi eyes that required intra/peri-ocular steroid
injection, four required only a single injection through
twelve months while half of the 26 sham eyes required
multiple injections up to a maximum of five.
Corporate Highlights
* Goran Ando, M.D. was added to EyePoint's Board of Directors
in June 2018 and was appointed Chairman of the Board on
Sept. 7, 2018. Dr. Ando is the former Chairman of the Board
of Novo Nordisk A/S (NYSE:NVO), a global pharmaceutical
company, and brings more than 35 years of successful global
drug development and general management experience to
EyePoint.
* EyePoint completed its delisting from the Australian
Securities Exchange (ASX) on May 7, 2018. The Company's
decision to delist from the ASX was due to, among other
things, a lower proportion of the Company's common stock held
by Australian shareholders, low trading volume on the ASX and
the costs of maintaining the listing.
* EyePoint secured transitional pass-through reimbursement from
the Centers for Medicare & Medicaid Services (CMS) for DEXYCU
and was assigned a C-code. The code, C9034, will become
effective on Oct. 1, 2018. Approximately 40% of patients who
undergo cataract surgery are covered by Medicare Part B.
Drugs that are administered as part of the cataract surgery
procedures can be covered under a CMS administered
transitional-pass-through payment.
Anticipated Milestones
* YUTIQ PDUFA date of Nov. 5, 2018. YUTIQ has been accepted
for filing by the FDA and is currently under standard review
with a PDUFA date of Nov. 5, 2018. Posterior segment uveitis
is a high unmet need area with limited treatment options and
the third leading cause of blindness in the U.S. If
approved, the Company plans to launch YUTIQ in the U.S. in
the first half of 2019.
* Launch DEXYCU and YUTIQ - subject to YUTIQ FDA approval and
successful production of commercial supply of DEXYCU - in the
first half of 2019. The Company anticipates two potential
near-term product launches, including DEXYCU, a dropless,
long-acting therapeutic for the treatment of postoperative
inflammation, which was approved by the FDA, and YUTIQ, a
three-year treatment of non-infectious posterior segment
uveitis, which is currently under standard review with a
PDUFA date of Nov. 5, 2018.
Fiscal Fourth Quarter and Full Year 2018 Results
Revenue for the quarter ended June 30, 2018 totaled $715,000
compared to $701,000 for the prior year quarter. Revenues in both
periods were derived from feasibility study agreements and royalty
income.
Operating expenses for the quarter ended June 30, 2018 increased to
$10.5 million from $6.8 million a year earlier, due primarily to
initial investments in sales and marketing infrastructure and
program costs, amortization of the DEXYCU intangible asset,
professional services and stock-based compensation. Non-operating
expense in the quarter ended June 30, 2018 totaled $24.6 million,
which included a $24.0 million non-cash charge for the change in
fair value of derivative liability primarily associated with the
revaluation of the second tranche transaction immediately prior to
the June 25, 2018 closing date and $720,000 of interest expense and
amortization of debt discount in connection with our March 2018
term loan agreement. Net loss for the quarter ended June 30, 2018
was $34.4 million, or $0.62 per share, compared to a net loss of
$6.1 million, or $0.16 per share, for the prior year quarter.
Revenue for the year ended June 30, 2018 was $3.0 million compared
to $7.5 million for the year ended June 30, 2017. The prior year
period included the recognition of deferred collaborative research
and development revenue totaling $5.6 million resulting from the
termination of the Pfizer collaboration agreement.
Royalty income increased to $1.6 million for the year ended June
30, 2018 compared to $970,000 for the prior year, related primarily
to the consummation of an amended agreement with Alimera Sciences,
Inc., in July 2017 that converted a profit share arrangement to a
sales-based royalty. Operating expenses for the year ended June
30, 2018 were $29.2 million compared to $26.1 million for the prior
year. For the year ended June 30, 2018, the Company recorded a
non-cash charge to non-operating expense of $26.3 million resulting
from the change in fair value of derivative liability.
Net loss for the year ended June 30, 2018 was $53.2 million, or
$1.15 per share, compared to a net loss of $18.5 million, or $0.52
per share for the year ended June 30, 2017. There are currently
74,512,048 shares of common stock outstanding.
About EyePoint Pharmaceuticals
EyePoint Pharmaceuticals, formerly pSivida Corp. --
http://www.eyepointpharma.com/-- headquartered in Watertown, MA,
is a specialty biopharmaceutical company committed to developing
and commercializing innovative ophthalmic products in indications
with high unmet medical need to help improve the lives of patients
with serious eye disorders. The Company has developed three of
only four FDA-approved sustained-release treatments for
back-of-the-eye diseases. The Company's pre-clinical development
program is focused on using its core Durasert platform technology
to deliver drugs to treat wet age-related macular degeneration,
glaucoma, osteoarthritis and other diseases.
EyePoint Pharmaceuticals incurred a net loss of $53.17 million for
the year ended June 30, 2018, compared to a net loss of $18.48
million on $7.53 million for the year ended June 30, 2017. As of
June 30, 2018, Eyepoint had $71.67 million in total assets, $59.98
million in total liabilities and $11.68 million in total
stockholders' equity.
Deloitte & Touche LLP, in Boston, Massachusetts, the Company's
auditor since 2008, issued a "going concern" qualification in its
report on the consolidated financial statements for the year ended
June 30, 2018, stating that the Company's anticipated recurring use
of cash to fund operations in combination with no probable source
of additional capital raises substantial doubt about its ability to
continue as a going concern.
FAMILY PHARMACY: Exclusive Plan Period Extended Through Nov. 26
---------------------------------------------------------------
The Hon. Cynthia A. Norton of the U.S. Bankruptcy Court for the
Western District of Missouri, at the behest of Family Pharmacy,
Inc., and its debtor-affiliates, has extended the exclusive periods
to file a chapter 11 plan and solicit acceptances filing exclusive
through and including Nov. 26, 2018 and Feb. 24, 2019,
respectively.
The Troubled Company Reporter has previously reported that the
Debtors sought for 90-day extension of the Exclusive Periods. The
Debtors said the Exclusive Periods should be extended under these
factors:
(i) These Chapter 11 cases involve five Debtor entities, which
was designated as a Complex Chapter 11 due to the size of the
outstanding debt and the number of parties in interest.
(ii) The Debtors have made progress negotiating with creditors.
No Committee has been appointed in this case. However, in order to
consummate the sale of substantially all of the Debtors' assets,
the Debtors negotiated extensively with the Debtors' secured
creditors to resolve pending objections to the sale.
(iii) The Debtors have made good faith progress towards exiting
chapter 11 as they have already achieved key milestones necessary
for their ultimate reorganization, including securing approval of
the DIP Facilities, completing and filing their schedules and
statements, conducting a successful auction and sale of
substantially all of the Debtors' assets. The Debtors and the
Buyer, Smith Management Services, LLC anticipate that the closing
of the sale approved by the Sale Order will occur on Aug. 31,
2018.
(iv) The Debtors are unaware of any large contingency that
would impede the Debtors' ability to propose a plan.
(v) Since the Petition Date, the Debtors have paid their
vendors and third party partners in the ordinary course of business
or as otherwise provided by Court order. Importantly, the Debtors
maintain their ability to continue to pay their bills throughout
these Chapter 11 cases.
(vi) This is the Debtors' first request for an extension and
comes less than four months after the Petition Date. As discussed
above, during this short time, the Debtors have accomplished a
great deal and continue to work diligently towards their timely
emergence from Chapter 11.
(vii) The Debtors are not seeking an extension of the Exclusive
Periods to pressure or prejudice any of their stakeholders. All
creditor groups or their advisors have had an opportunity to
actively participate in discussions with the Debtors throughout
these Chapter 11 cases. The Debtors are seeking an extension of
the Exclusive Periods to preserve and capitalize on the progress
made to date in their restructuring negotiations.
(viii) The Debtors' professionals have been essential to the
success of these Chapter 11 cases. The continued success throughout
reorganization will be due to the management of the Debtors'
professionals
The Debtors believed that once the sale closes and any post-closing
matters are addressed, they will be in a better position to
evaluate the options to bring the cases to a conclusion.
Accordingly, the Debtors asserted that sufficient cause exists to
extend the Exclusive Periods.
About Family Pharmacy Inc.
Family Pharmacy, Inc., and its affiliates Family Pharmacy of
Missouri LLC, Family Pharmacy of Strafford Inc., Family Property
Management LLC, and HealthTAC Logistics LLC own and operate a group
of independently-owned retail pharmacy stores in Southwestern
Missouri. The debtors operate 20 retail pharmacy locations, two
long term-care pharmacy locations and one specialty pharmacy
location under the "Family Pharmacy". Family Pharmacy has been
operating continuously since 1977. The Debtors are headquartered
in Ozark, Missouri.
Family Pharmacy, Inc. and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. W.D. Mo. Lead Case No.
18-60521) on April 30, 2018. In the petitions signed by Lynn
Morris, president, the Debtors estimated assets of $10 million to
$50 million and liabilities of $10 million to $50 million. Judge
Cynthia A. Norton presides over the cases.
The Debtors tapped Husch Blackwell LLP as their legal counsel. The
Debtors hired Integrity Pharmacy Consultants LLC as pharmacy broker
to assist with the sale of the assets to maximize sale value at a
commission rate of 3%.
No official committee of unsecured creditors has been appointed in
the Chapter 11 cases.
FLOYD E. SQUIRES: Rasteger Buying Eureka Improved Parcel for $325K
------------------------------------------------------------------
Janina M. Hoskins, the Examiner with Expanded Powers of the estate
of the Floyd E. Squires III and Betty J. Squires, asks the U.S.
Bankruptcy Court for the Northern District of California to
authorize the sale of the improved parcel located at 205 4th
Street, Eureka, California to Justin Rasteger and/or assigns for
$325,000, subject to higher and better bids.
One-half of the Property is used by the Debtors to store
maintenance supplies. The other half has a tenant and generates
$1,000 per month in rent. The Examiner moves to sell the Property
to the Buyer for $325,000, with a deposit of $32,500, currently on
deposit in escrow.
Any and all terms of the Sale Agreement, including, but not limited
to the payment of any commissions, are subject to the approval of
the Court and overbid. The Sale Agreement is now a non-contingent
purchase contract. The Buyer has completed all inspections and
reviewed all documents. He is purchasing the Property on an "as
is, where is" basis, with no warranties or representation. Any
dispute over the terms of the Sale Agreement will be resolved by
the Court.
The sale is subject to overbids, with a minimum overbid in the sum
of $340,000 all cash, on the same terms and conditions as the
offer, with the overbid deadline being set three days prior to the
Court hearing on the Motion. If a qualified overbid is received,
an auction will be held before the Court.
The title report issued by Humboldt Land Title concerning the
Property reflects that it is subject to a first deed of trust in
the original sum of $270,000, dated April 13, 1999 in favor of
James R. Quintrell and Joanne M. Quintrell, husband and wife, as
community property. The Examiner is informed and believes that the
note secured by this trust deed has been paid. If not, it is in
the process of being paid from the sale of the property located at
2235-2245 Broadway Street, which recently closed.
The title report for the Property notes a "Super Priority Deed of
Trust" in favor of Mark S. Adams, solely in his capacity as
receiver for the Property in the amount of $15,317. The lien
amount was increased by an amendment recorded March 13, 2017, which
increased the loan amount to $158,107. The Examiner has previously
paid $158,107 to the assignees of this obligation, but, as yet, has
not paid any interest on that amount or any other amounts that
might be asserted to be claimed by the lienholder. She believes
she can sell this Property, with additional amounts owed, if any,
subject to dispute and being held pursuant to 11 U.S.C. Section
363(f)(4).
The Property is subject to various interests in favor of the City
of Eureka, a municipal corporation, including a notice of pending
action and various abstracts of judgment for various sums. The
Examiner believes she can sell free and clear of these liens, and
that, the City of Eureka consents to the sale and will execute
those documents as may be necessary to satisfy the title company
prior to closing, assuming any requests are made.
To the extent any of the above liens are disputed, any disputed
amounts will reattach to the net proceeds of sale to be held by the
Examiner pending further order of the Court. The Examiner
contemplates that the sale of the Property will free up cash that
can be used to address problems that exist in the case, assuming
agreement with lienholders.
According to the title report, the Property is subject to these
liens:
A. Deed of Trust to secure an indebtedness in the original
amount of $270,000, dated April 13, 1999
Trustor: Floyd E. Squires, III and Betty J. Squires,
husband and wife
Trustee: Humboldt Land Title Co., a California
corporation
Beneficiary: James R. Quintrell and Joanne M. Quintrell,
husband and wife as community property
Recorded: July 2, 1999, as Instrument No. 1999-19160-7,
Humboldt County Records
Assigned by: James R. Quintrell and Joanne M. Quintrell,
Trustees of the James R. Quintrell and Joanne M. Quintrell 2006
Living Trust dated Oct. 10, 2006
Recorded: Oct. 11, 2006 as Instrument No. 2006-29421-5,
Humboldt County Records
B. A pending court action as disclosed by a recorded notice
Plaintiff: The City of Eureka, a municipal corporation,
and the People of the State of California, by and through Jones &
Mayer, Special Counsel to the City of Eureka
Defendant: Floyd Squire's; Floyd E. Squires; Floyd E.
Squires III; Betty J. Squires; FB Squires Family Trust; Betty J's
Building, Inc., and Does One through Sixty Nature of Action "The
action concerns a real property claim under Code of Civil Procedure
Section 405.4. On Sept. 13, 2013, in case #DR110040, Judge
Reinholtsen issued a Ruling approving a portion of the
previously-appointed Receiver's, Mark Adams, fees and costs. An
Order was entered consistent with that Ruling on Jan. 13, 2014.
Respondents' Motion for Reconsideration on the Order was denied on
Sept. 8, 2014. The Jan. 13, 2014 Order reflects $15,317 of the
over $120,000 claimed by Receiver in fees and costs."
Recorded: Jan. 27, 2015, as Instrument No.
2015-002053-13, Humboldt County Records
C. A Deed of Trust to secure an indebtedness in the original
amount of $15,317, dated Jan. 21, 2014 in favor of California
Receivership Group
Recorded: Jan. 23, 2014, as Instrument No. 2014-001429-4,
Humboldt County Records
Affects: The described land and other land, but fails to
include a legal description, and contains only a list of 26 street
addresses and assessor's parcel numbers.
Amendment: An Amendment to said Super-Priority Deed of
Trust was recorded March 13, 2017, as Instrument No. 2017-004359,
Humboldt County Records which increases the loan amount to
$158,107, extends the term and includes legal descriptions
Assignment An Assignment of the beneficial interest under said Deed
of Trust which names California Receivership Group, PBC as
Assignee, Recorded April 20, 2017, as Instrument No. 2017-007041,
Humboldt County Records.
Assignment: An Assignment of the beneficial interest
under said Deed of Trust which names G & G Capital, LLC (50%) and
Bunia Enterprizes, LLC (50%) as Assignees, Recorded April 21, 2017,
as Instrument No. 2017-007079, Humboldt County Records Receiver's
Certificate A Receiver’s Certificate was recorded January 23,
2014, as Instrument No. 2014-001430-7, Humboldt County Records
Receiver's Certificate: A Receiver's Certificate was
recorded March 13, 2017, as Instrument No. 2017-004358, Humboldt
County Records
D. An Abstract of Judgment in the amount of $8,956, dated July
31, 2015
Debtor: Floyd E. Squires, III and Betty J. Squires
Creditor: City of Eureka
Recorded: Nov. 18, 2015, as Instrument No. 2015-021881-3,
Humboldt County Records
E. An Abstract of Judgment in the amouont of $26,521.25, dated
Jan. 27, 2012
Debtor: Floyd E. Squires, III and Betty J. Squires
Creditor: City of Eureka
Recorded: Nov. 18, 2015, as Instrument No. 2015-021882-3,
Humboldt County Records
F. An Abstract of Judgment in the amount of $154,482, dated
July 27, 2015
Debtor: Floyd E. Squires, III and Betty J. Squires
Creditor: City of Eureka
Recorded: Nov. 18, 2015, as Instrument No. 2015-021883-3,
Humboldt County Records
G. An Abstract of Judgment in the amount of $53,374, dated
July 29, 2013
Debtor: Floyd E. Squires, III and Betty J. Squires
Creditor: City of Eureka
Recorded: Nov. 18, 2015, as Instrument No. 2015-021884-2,
Humboldt County Records
H. An Order filed Feb. 22, 2017
Plaintiff: The City of Eureka, a municipal corporation,
and the People of the State of California, by and through Jones &
Mayer, Special Counsel to the City of Eureka, Petitioner
Defendant: Floyd Squires, an individual; Floyd E.
Squires, an Individual, Floyd E. Squires III, an Individual, Betty
J. Squires, an individual; FB Squires Family Trust; Betty J’s
Building, a California corporation; and Does One through Sixty,
Respondents
County" Humboldt
Case No.: DR110040
Recorded: Feb. 24, 2017, as Instrument No. 2017-003485,
Humboldt County Records
I. An Abstract of Judgment for the amount $158,107 and any
other amounts due, dated Feb. 22, 2017 in favor of Mark Adams,
Receiver
Recorded: April 4, 2017, as Instrument No. 2017-005951,
Humboldt County Records
The Examiner asks an order authorizing her to direct payment from
escrow of the following standard expenses: (i) a real estate
broker's commission not to exceed 6% of the total sales price,
which will be split with the Buyer's broker; and (ii) standard
closing costs, including but not limited to unpaid real property
taxes, escrow fees, if any, recording costs and the like.
Finally, the Examiner asks that the sale provides that the order is
effective upon entry and the stay otherwise imposed under Rule
62(a) of the Federal Rules of Civil Procedure and/or Bankruptcy
Rule 6004(h) will not apply.
A hearing on the Motion is set for Oct. 10, 2018 at 10:30 a.m.
A copy of the Contract attached to the Motion is available for free
at:
http://bankrupt.com/misc/Floyd_Squires_382_Sales.pdf
Floyd E. Squires, III, and Betty J. Squires filed for chapter 11
protection (Bankr. N.D. Cal. Case No. 16-10828) on Nov. 8, 2017,
and are represented by David N. Chandler, Esq., of the Law Offices
of David N. Chandler.
Janina M. Hoskins was appointed as examiner of the Debtors.
FOSTER ENTERPRISES: Seeks Access to Cash Collateral Until Jan. 31
-----------------------------------------------------------------
Foster Enterprises and Howard and Anna Foster request the U.S.
Bankruptcy Court for the Central District of California to
authorize further use of cash collateral through, and including,
Jan. 31, 2019.
The Debtors intend to use the cash collateral of following
lienholders: (a) Allstar Financial Services, Inc., (b) New Lakeview
Farms, LLC, and (c) the United States of America, on behalf of its
agency, the Internal Revenue Service.
The Debtors are currently allowed to use Cash Collateral through
Sept. 30, 2018. The Debtors assert that the authorized use of Cash
Collateral will allow them to pay their ordinary and necessary
operating and living expenses in order to continue their respective
business operations and preserve the value of their respective
assets.
The Debtors propose providing the following adequate protection to
the Lienholders:
(1) the Foster Individuals will make four monthly payments of
$13,000 to Allstar,
(2) the Debtors will make four monthly payments of $9,000 to
the United States, and
(3) the Lienholders will be granted replacement liens to the
same extent, validity, scope, and priority as their respective
prepetition liens, to the extent of any diminution in value of
their respective interests in Cash Collateral, and to the extent of
the Debtors' use of Cash Collateral, in the Debtors' assets and all
proceeds, rents, or profits thereof, including any after-acquired
property of any nature whatsoever, except for any avoidance actions
and proceeds or recovery thereof.
A full-text copy of the Debtors' Motion is available at
http://bankrupt.com/misc/cacb17-15749-338.pdf
About Foster Enterprises
Foster Enterprises is a trucking company in Ontario, California.
The principal business address of the Debtor is 13610 S. Archibald
Avenue, Ontario, San Bernardino County, California.
Foster Enterprises sought Chapter 11 protection (Bankr. C.D. Cal.
Case No. 17-15749) on July 10, 2017. In the petition signed by
Jeffery Foster, general partner, the Debtor estimated assets and
liabilities at $1 million to $10 million.
The case is jointly administered with the Chapter 11 case of Howard
Dean and Anna Mae Foster (Bankr. C.D. Cal. Case No. 17-15915) filed
on July 10, 2017. Ms. Foster is also a general partner in Debtor.
The cases are assigned to Judge Scott C. Clarkson.
The Fosters are represented by Dean G. Rallis, Jr., Esq., at Angin,
Flewelling, Rasmussen, Campbell & Trytten LLP. MGR Real Estate,
Inc., serves as the real estate broker to the Debtor.
FRANK MOULTRIE: Partial OK of C. Wall Summary Ruling Bid Endorsed
-----------------------------------------------------------------
In the case captioned FRANK A. MOULTRIE, Plaintiff, v. FORD MOTOR
COMPANY, CHARLES O. WALL, II; LONG-LEWIS OF THE RIVER REGION, INC.;
TODD C. OUELLETTE, and TIMOTHY L. WITT, Defendants, Adversary
Proceeding Case No. 16-00078-TOM (Bankr. N.D. Ala.), Bankruptcy
Judge Tamara O. Mitchell recommends that Charles O. Wall's motion
for summary judgment be granted in part and denied in part.
In his Motion for Summary Judgment, Wall explains that in December
2015, after the Supreme Court Opinion was issued, Moultrie called a
special meeting to discuss amending the Articles of Organization
again to reflect his membership interest. Before the meeting Wall
added to the agenda a discussion regarding a potential cash call.
At that point Moultrie asked to postpone the meeting, but Wall
declined. After that, the meeting took place but Moultrie did not
attend. According to Wall, at the meeting he addressed the need for
capital contributions and determined that if a member did not make
the required contribution his capital interest would be decreased.
Wall announced at the meeting "that since a rebalancing of the
ownership interests in the Company may occur [if a member did not
pay the capital contribution] that it would be premature to make a
decision on ownership interests" at that time. He also noted "that
Moultrie ceased to be a Member" of Autauga at the time he filed his
bankruptcy petition. According to Wall, Moultrie's ownership
interest was reduced to 0% since he did not contribute any capital
for the cash call, and further, Wall claimed that Moultrie had
never made any capital contributions at all. In his Response Brief
in Opposition to Wall's Motion for Summary Judgment, Moultrie
asserts that he contributed capital in the form of loan proceeds
and used vehicle inventory.
With the exception of Counts IX and XIII, the counts of the Amended
Complaint are directed against all of the "Defendants." Count IX is
specifically directed at Wall, while Count XIII is specifically
directed at Ford and Witt. Since it is not clear which of the
remaining counts are asserted against Wall, the Court will assume
all other counts have been asserted against him.
Counts I through VI of the Amended Complaint all concern violations
of Alabama's Motor Vehicle Franchise Act, Alabama Code § 8-20-1,
et seq: unlawful termination of franchise relationship, unlawful
modification of franchise relationship, breach of obligation to act
in good faith and deal fairly, unfair and deceptive trade practice
-- Ala. Code section 8-20-4(3)(d), unfair and deceptive trade
practice -- Ala. Code section 8-20-4(3)(r), and unfair and
deceptive trade practice -- Ala. Code section 8-20-4(3)(t).
The Act applies to franchise and dealer agreements as well as other
"written agreements between a manufacturer and dealer." By its
terms, the Sales and Service Agreement, which sets out the rights
and responsibilities of Ford and Autauga, is a "dealer agreement"
as defined by the Act and thus falls under its purview. However,
Ford and Autauga are parties to the Sales and Service Agreement,
but neither Moultrie nor Wall are parties. Since a "dealer" is "[a]
person operating under a dealer agreement," Moultrie cannot assert
any cause of action that may be available under the Act. Therefore,
summary judgment is due to be granted in favor of Wall as to Counts
I through VI.
In Count VIII Moultrie again alleges conversion, this time as to
what he purports is his share of the APA proceeds. At the time the
APA was executed Wall acted under the March 2014 Order in which the
circuit court declared him to be the owner of 100% of the
membership interest in Autauga. Even though the Alabama Supreme
Court determined the circuit court erred on that issue, Wall
contends Moultrie had no membership interest for other reasons.
There are genuine issues of fact regarding Moultrie's membership
interest that must be resolved before the conversion allegations
may be addressed. Therefore, summary judgment as to Count VIII is
due to be denied.
In Count IX of the Amended Complaint, Moultrie alleges that "Wall
failed to abide by the terms of the Operating Agreement in entering
into the APA with Long-Lewis." At the time the APA was executed,
the portion of the March 2014 Order declaring Wall the only member
of Autauga had not been reversed. Because Wall appropriately relied
on that Order, summary judgment is due to be granted as to Count
IX.
A full-text copy of the Court's Report and Recommendation dated
Sept. 17, 2018 is available at https://bit.ly/2N5kjZe from
Leagle.com.
Frank Moultrie, Plaintiff, represented by Andrew P. Campbell
--andy.campbell@campbellguin.com -- Campbell Guin Williams Guy &
Gidiere LLC, Patrick Gray, The Gray Law Group, Cason M. Kirby --
cason.kirby@campbellguin.com -- Campbell Guin, LLC & Justin G.
Williams -- Justin.williams@campbellguin.com -- Campbell Guin
Williams Guy & Gidiere LLC.
FORD MOTOR COMPANY & Timothy L. Witt, Defendants, represented by H.
Lanier Brown -- lbrown@watkinseager.com -- Watkins & Eager PLLC.
Charles O. Wall, II, Defendant, represented by William Allen
Sheehan -- Allen.Sheehan@chlaw.com -- Capell & Howard, PC &
Christopher William Weller -- Chris.Weller@chlaw.com -- Capell &
Howard, P.C.
Long Lewis of the River Region, Inc. & Todd C. Ouellette,
Defendants, represented by Douglas Barkley Hargett, Hall, Tanner &
Hargett, P.C.
About Frank Moultrie
Frank Moultrie filed for Chapter 11 bankruptcy protection (Bankr.
N.D. Ala. Case No. 16-00574).
The case is assigned to Judge Tamara O. Mitchell. The Debtor is
represented by Edward J. Peterson III, Esq., at Stichter, Riedel,
Blain & Postler, P.A.
FRANKLIN ACQUISITIONS: Trustee Selling Caples Building for $700K
----------------------------------------------------------------
Ronald E. Ingalls, the Chapter 11 trustee of Franklin Acquisitions,
LLC, asks the U.S. Bankruptcy Court for the Western District of
Texas to authorize the sale of the real property located at 300 E.
San Antonio in El Paso, Texas ("Caples Building") to David Dubin or
assigns for $700,000, subject to higher and better offers.
The Debtors were the holders of legal or beneficial interests in at
least 28 pieces of real property in El Paso and Hudspeth Counties.
Approximately 15 of these properties are located in El Paso's
Central Business District and three of the 15 hold historical
designations.
On July 24, 2018, Downtown Renaissance Joint Venture ("DRJV"), also
known in some pleadings as El Paso Renaissance Joint Venture
("EPRJV"), filed a Disclosure Statement and Plan of Reorganization,
which proposed to 18 of the properties listed in the Abraham and
Franklin schedules for a total purchase price of $10.4 million. On
Aug. 8, 2018, EPRJV filed a Motion to Compel Mediation of Disputes
Concerning Creditor's Plan of Liquidation.
On Aug. 14, 2018, the Court entered an Order Requiring Mediation.
The Trustee, William D. Abraham, Franklin Acquisitions, LLC, the
City of El Paso and DRJV (and its joint venturers) conducted a
mediation on Aug. 29, 2018. A resolution of their pending disputes
was reached between several of the parties and a Settlement
Agreement was executed by the Trustee, DRJV Franklin Mtn.
Management and Ondason, LLC, pending Court approval.
The Settlement Agreement requires, in part, that the Trustee file
motions to sell certain properties with initial bidders and bids.
The Caples Building is one of these properties. Legal title to the
Property was transferred by Debtor Abraham to Debtor Franklin
Acquisitions in July of 2014 and is currently held in the name of
Debtor Franklin Acquisitions, which is owned in its entirety by
Debtor Abraham. Its legal description is: 24 Mills 80 Ft on San
Antonio x 119.17 Ft on Mesa & Adj 23.17 Ft x 40 Ft NWC.
The Caples Building is a historic building located in the El Paso
Central Business District. It was designed by Henry Trost for
Richard Caples, the former mayor of El Paso. It was constructed in
1909 and was the first reinforced concrete structure in El Paso.
The Caples Building was originally constructed as a five story
U-shaped building and in 1915-1916 Trost was commission to design
two additional stories. The Debtor does not show any executory
contracts with regard to the building.
The Trustee as the Seller and the Buyer have entered into a
Contract of Sale for the Caples Building for $700,000 subject to
the Court's approval and receipt of a higher and better offer. The
El Paso County Appraisal District has valued the property at
$1,017,101. The Debtor has scheduled the value of the Property at
$4 million based on "prior offers."
DRJV proposed to allocate $885,000 for the purchase of the Property
in its Plan of Liquidation but did tender an offer for this amount
at the mediation and is withdrawing the Plan with its higher
offer.
Following is information about the proposed sale:
a. The name and address of the proposed buyer or lessee: David
Dubin or assigns, 607 Academy Drive, Northbrook, IL 60062
b. The proposed consideration to be received by the estate,
including estimated costs of the sale or lease, including
commissions, auctioneer's fees, costs of document preparation and
recording and any other customary closing costs: $700,000 sales
price and 6% broker's commissions equal to $42,000. The Seller
will also pay for a title policy, preparation of the deed and bill
of sale, one-half of any escrow fee and costs to record any
documents to cure title objections that Seller must cure.
Additionally, taxes will be pro-rated as of the date of closing.
c. A description of the estimated or possible tax consequences
to the estate, if known, and how any tax liability generated by the
use, sale or lease of such property will be paid: Unknown
d. A preliminary title search and review of the Schedules and
proofs of claim filed in the case indicate the following liens,
judgments, and other claims may exist against the Real Property:
(i) City of El Paso for tax years 2017 and 2018 in the amount of
$59,497; (ii) Propel Financial Services -- assignment of tax liens
for tax years 2015 and 2016 in the approximate amount of $60,360;
and (iii) Robert Malooly for money loaned in the amount of
$62,939.
Additionally, Ivan Aguilera, IGSFA Management, LLC, Loretta Lynch
and the City of El Paso all hold judgment liens against Debtor
Abraham. There have been some communications from some of these
creditors that the transfer to Franklin from Debtor Abraham prior
to the Petition Dates may have been a fraudulent transfer.
However, any liens that are determined to be valid as to the
Property will attach to the net proceeds of the sale.
The 2018 ad valorem taxes in the approximate amount of $ 31,730
will be prorated between the Seller and the Buyer as of the date of
closing. The Property will be sold subject to such taxes. The tax
liens of the City of El Paso and Propel Financial Services for
delinquent ad valorem taxes and the lien of Robert Malooly will
also be paid at closing. All other liens, claims, interests and
encumbrances will attach to the proceeds from the sale to the same
extent, priority and validity as existed on the petition date
A copy of the Contract attached to the Motion is available for
free at:
http://bankrupt.com/misc/Franklin_Acquisitions_147_Sales.pdf
The sale will be subject to higher and better offers. The Trustee
will ask higher and better offers to be submitted in open court by
means of an auction at the date and time of the hearing. Any
competing offer, however must commit as part of its offer to cure
code violations within a time period acceptable to the City of El
Paso and must satisfy the City of its financial ability to do so.
The Trustee asks approval of the offer which would maximize the net
proceeds to the estate.
Bids from other interested parties will be considered at the
hearing in the additional increments of $5,000. In order for a bid
to be accepted, earnest money in certified funds of 5% of the
purchase price must be tendered by 5:00 p.m. on the date of the
hearing.
About Franklin Acquisitions
Franklin Acquisitions LLC is a privately-held company whose
principal assets are located at 932 Cherry Hill, El Paso, Texas.
Franklin Acquisitions sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Tex. Case No. 18-30185) on Feb. 6,
2018. In the petition signed by William D. Abraham, member, the
Debtor estimated assets and liabilities of $1 million to $10
million.
Judge H. Christopher Mott presides over the case.
Ronald E. Ingalls was appointed as the Chapter 11 trustee of
Franklin Acquisitions. BARRON & NEWBURGER, P.C., serves as the
Trustee's counsel.
FRANKLIN ACQUISITIONS: Trustee Selling El Paso Property for $136K
-----------------------------------------------------------------
Ronald E. Ingalls, the Chapter 11 trustee of Franklin Acquisitions,
LLC, asks the U.S. Bankruptcy Court for the Western District of
Texas to authorize the sale of the real property located at 910 E.
1st Avenue in El Paso, Texas to Don Luciano or assigns for
$136,000, subject to higher and better offers.
The Debtors were the holders of legal or beneficial interests in at
least 28 pieces of real property in El Paso and Hudspeth Counties.
Approximately 15 of these properties are located in El Paso's
Central Business District and three of the 15 hold historical
designations.
On July 24, 2018, Downtown Renaissance Joint Venture ("DRJV"), also
known in some pleadings as El Paso Renaissance Joint Venture
("EPRJV"), filed a Disclosure Statement and Plan of Reorganization,
which proposed to 18 of the properties listed in the Abraham and
Franklin schedules for a total purchase price of $10.4 million. On
Aug. 8, 2018, EPRJV filed a Motion to Compel Mediation of Disputes
Concerning Creditor's Plan of Liquidation.
On Aug. 14, 2018, the Court entered an Order Requiring Mediation.
The Trustee, William D. Abraham, Franklin Acquisitions, LLC, the
City of El Paso and DRJV (and its joint venturers) conducted a
mediation on Aug. 29, 2018. A resolution of their pending disputes
was reached between several of the parties and a Settlement
Agreement was executed by the Trustee, DRJV Franklin Mtn.
Management and Ondason, LLC, pending Court approval.
The Settlement Agreement requires, in part, that the Trustee file
motions to sell certain properties with initial bidders and bids.
The Property is one of these properties. Legal title to the
Property was transferred by Debtor Abraham to Debtor Franklin
Acquisitions in July of 2014 and is currently held in the name of
Debtor Franklin Acquisitions, which is owned in its entirety by
Debtor Abraham. Its legal description is: 144 Campbell W. 59 Ft of
8 to 10 (4602 Sqft Ft).
The Property was previously owned by Harry and Jeanette Abraham who
transferred to Debtor Abraham in August of 2011. It is a small
warehouse sitting on 0.11 acres of real estate and was built in
1901. It is located on the East fringe of the Central Business
District. The Property is vacant to the Trustee's knowledge.
The Trustee as the Seller and the Buyer will be entering into a
Contract of Sale for the Property for $136,000, free and clear of
all liens, claims and interests, subject to the Court's approval
and receipt of a higher and better offer. The El Paso County
Appraisal District has valued the property at $227,110. The Debtor
has scheduled the value of the Property at $689,000 based on "prior
offers."
The Trustee received a prior offer for $111,000. DRJV proposed an
allocation in its Plan of Liquidation of $198,000 but did not elect
at the mediation to submit a bid higher than Mr. Luciano's.
Following is information about the proposed sale:
a. The name and address of the proposed buyer or lessee: Don
Luciano or assigns, 1306 Texas Ave., El Paso, TX 79901-1640
b. The proposed consideration to be received by the estate,
including estimated costs of the sale or lease, including
commissions, auctioneer's fees, costs of document preparation and
recording and any other customary closing costs: $136,000 sales
price and 6% broker's commissions equal to $8,160. The Seller will
also pay for a title policy, preparation of the deed and bill of
sale, one-half of any escrow fee and costs to record any documents
to cure title objections that Seller must cure. Additionally,
taxes will be pro-rated as of the date of closing.
c. A description of the estimated or possible tax consequences
to the estate, if known, and how any tax liability generated by the
use, sale or lease of such property will be paid: Unknown
d. A preliminary title search and review of the Schedules and
proofs of claim filed in this case indicate the following liens,
judgments, and other claims may exist against the Real Property:
(i) City of El Paso for tax years 2017 and 2018 in the amount of
$14,993; (ii) Propel Financial Services-assignment of tax liens for
delinquent ad valorem taxes for tax years 2014 through 2016 in the
amount of $19,951; (iii) Harvey D. Joseph for money loaned as shown
by proof of claim #15 in the amount of $35,186 (which has been
transferred to Downtown Renaissance Joint Venture); and (iv)
Charles Haddad for promissory note as shown by proof of claim #11
in the amount of $226,339.
Additionally, Ivan Aguilera, IGSFA Management, LLC, Loretta Lynch
and the City of El Paso all hold judgment liens against Debtor
Abraham. There have been some communications from some of these
creditors that the transfer to Franklin from Debtor Abraham prior
to the Petition Dates may have been a fraudulent transfer.
However, any liens that are determined to be valid as to the
Property will attach to the net proceeds of the sale.
The 2018 ad valorem taxes in the approximate amount of $6,812 will
be prorated between the Seller and the Buyer as of the date of
closing. The Property will be sold subject to such taxes. All ad
valorem tax liens for delinquent ad valorem taxes and the pro-rated
portion of the Propel Financial Services lien may also be satisfied
at closing unless there is a dispute as to any of the amount
claimed, in which case the title company will hold the disputed
amounts until an order is entered by the Court. Any other liens,
claims, interests and encumbrances, including those of Downtown
Renaissance Joint Venture, Charles Haddad and the various judgment
lien creditors will attach to the proceeds from the sale to the
same extent, priority and validity as existed on the petition
date.
A copy of the Contract attached to the Motion is available for free
at:
http://bankrupt.com/misc/Franklin_Acquisitions_144_Sales.pdf
The sale will be subject to higher and better offers. The Trustee
will ask higher and better offers to be submitted in open court by
means of an auction at the date and time of the hearing. Any
competing offer, however must commit as part of its offer to cure
code violations within a time period acceptable to the City of El
Paso and must satisfy the City of its financial ability to do so.
The Trustee asks approval of the offer which would maximize the net
proceeds to the estate.
Bids from other interested parties will be considered at the
hearing in the additional increments of $5,000. In order for a bid
to be accepted, earnest money in certified funds of 5% of the
purchase price must be tendered by 5:00 p.m. on the date of the
hearing.
About Franklin Acquisitions
Franklin Acquisitions LLC is a privately-held company whose
principal assets are located at 932 Cherry Hill, El Paso, Texas.
Franklin Acquisitions sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Tex. Case No. 18-30185) on Feb. 6,
2018. In the petition signed by William D. Abraham, member, the
Debtor estimated assets and liabilities of $1 million to $10
million.
Judge H. Christopher Mott presides over the case.
Ronald E. Ingalls was appointed as the Chapter 11 trustee of
Franklin Acquisitions. BARRON & NEWBURGER, P.C., serves as the
Trustee's counsel.
FRANKLIN ACQUISITIONS: Trustee Selling El Paso Property for $850K
-----------------------------------------------------------------
Ronald E. Ingalls, the Chapter 11 trustee of Franklin Acquisitions,
LLC, asks the U.S. Bankruptcy Court for the Western District of
Texas to authorize the sale of the real property located at 201 N.
Stanton in El Paso, Texas ("Newberry Building") to Ondasun, LLC or
assigns for $850,000, subject to higher and better offers.
The Debtors were the holders of legal or beneficial interests in at
least 28 pieces of real property in El Paso and Hudspeth Counties.
Approximately 15 of these properties are located in El Paso's
Central Business District and three of the 15 hold historical
designations.
On July 24, 2018, Downtown Renaissance Joint Venture ("DRJV"), also
known in some pleadings as El Paso Renaissance Joint Venture
("EPRJV"), filed a Disclosure Statement and Plan of Reorganization,
which proposed to 18 of the properties listed in the Abraham and
Franklin schedules for a total purchase price of $10.4 million. On
Aug. 8, 2018, EPRJV filed a Motion to Compel Mediation of Disputes
Concerning Creditor's Plan of Liquidation.
On Aug. 14, 2018, the Court entered an Order Requiring Mediation.
The Trustee, William D. Abraham, Franklin Acquisitions, LLC, the
City of El Paso and DRJV (and its joint venturers) conducted a
mediation on Aug. 29, 2018. A resolution of their pending disputes
was reached between several of the parties and a Settlement
Agreement was executed by the Trustee, DRJV Franklin Mtn.
Management and Ondason, LLC, pending Court approval.
The Settlement Agreement requires, in part, that the Trustee file
motions to sell certain properties with initial bidders and bids.
The Newberry Building is one of these properties. Legal title to
the Property was transferred by Debtor Abraham to Debtor Franklin
Acquisitions in July of 2014 and is currently held in the name of
Debtor Franklin Acquisitions, which is owned in its entirety by
Debtor Abraham. Its legal description is: 4 Mills 90 Ft on Texas X
86.667 Ft on Stanton Sec (7800 Sq Ft).
The J.J. Newberry Building is a historic building located in the El
Paso Central Business District. It was designed by Henry C. Trost.
The building stands five stories tall and has a two story
basement. It was completed in 1911 at a cost of $375,000. The
Trustee's records do not indicate that it is occupied.
The Trustee as the Seller and the Buyer will be entering into a
Contract of Sale for the Newberry Building for $850,000, free and
clear of all liens, claims and interests, subject to the Court's
approval and receipt of a higher and better offer. The El Paso
County Appraisal District has valued the property at $1,173,900.
The Debtor has scheduled the value of the Property at $4,081,000.
The Trustee received a prior offer from Miguel Fernandez for the
Property in the amount of $1.5 million. DRJV also proposed to
purchase the Property in its Plan of Liquidation for $1.5 million.
Miguel Fernandez is a principal in Ondasun and he or one of his
entities is a joint venturer in DRJV. He reduced his initial offer
at the mediation as part of the Settlement Agreement to $750,000.
Following is information about the proposed sale:
a. The name and address of the proposed buyer or lessee:
Ondasun, LLC or its assigns 500 W. Overland Ave., Suite 110, El
Paso, Texas 79901-1086
b. The proposed consideration to be received by the estate,
including estimated costs of the sale or lease, including
commissions, auctioneer's fees, costs of document preparation and
recording and any other customary closing costs: $850,000 sales
price and 6% broker's commissions equal to $45,000. The Seller
will also pay for a title policy, preparation of the deed and bill
of sale, one-half of any escrow fee and costs to record any
documents to cure title objections that Seller must cure.
Additionally, taxes will be pro-rated as of the date of closing.
c. A description of the estimated or possible tax consequences
to the estate, if known, and how any tax liability generated by the
use, sale or lease of such property will be paid: Unknown
d. A preliminary title search and review of the Schedules and
proofs of claim filed in this case indicate the following liens,
judgments, and other claims may exist against the Real Property:
(i) Assignment of tax liens to Propel Financial Services, LLC for
ad valorem taxes owed to the City of El Paso for tax years
2013-2016 in the amount (per the schedules) of $172,936 plus
accrued interest; and (ii) City of El Paso for tax year 2017 in the
amount of $51,288.
Additionally, Ivan Aguilera, IGSFA Management, LLC, Loretta Lynch
and the City of El Paso all hold judgment liens against Debtor
Abraham. There have been some communications from some of these
creditors that the transfer to Franklin from Debtor Abraham prior
to the Petition Dates may have been a fraudulent transfer.
However, any liens that are determined to be valid as to the
Property will attach to the net proceeds of the sale.
The 2018 ad valorem taxes in the approximate amount of $30,592 will
be prorated between the Seller and the Buyer as of the date of
closing. The Property will be sold subject to such taxes. All
other liens, claims, interests and encumbrances will attach to the
proceeds from the sale to the same extent, priority and validity as
existed on the petition date.
The sale will be subject to higher and better offers. The Trustee
will ask higher and better offers to be submitted in open court by
means of an auction at the date and time of the hearing. Any
competing offer, however must commit as part of its offer to cure
code violations within a time period acceptable to the City of El
Paso and must satisfy the City of its financial ability to do so.
The Trustee asks approval of the offer which would maximize the net
proceeds to the estate.
Bids from other interested parties will be considered at the
hearing in the additional increments of $5,000. In order for a bid
to be accepted, earnest money in certified funds of 5% of the
purchase price must be tendered by 5:00 p.m. on the date of the
hearing.
About Franklin Acquisitions
Franklin Acquisitions LLC is a privately-held company whose
principal assets are located at 932 Cherry Hill, El Paso, Texas.
Franklin Acquisitions sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Tex. Case No. 18-30185) on Feb. 6,
2018. In the petition signed by William D. Abraham, member, the
Debtor estimated assets and liabilities of $1 million to $10
million.
Judge H. Christopher Mott presides over the case.
Ronald E. Ingalls was appointed as the Chapter 11 trustee of
Franklin Acquisitions. BARRON & NEWBURGER, P.C., serves as the
Trustee's counsel.
FRANKLIN ACQUISITIONS: Trustee Selling Toltec Building for $850K
----------------------------------------------------------------
Ronald E. Ingalls, the Chapter 11 trustee of Franklin Acquisitions,
LLC, asks the U.S. Bankruptcy Court for the Western District of
Texas to authorize the sale of the real property located at 717 E.
San Antonio in El Paso, Texas ("Toltec Building") to Courtron, LLC
or its assigns for $850,000, subject to higher and better offers.
The Debtors were the holders of legal or beneficial interests in at
least 28 pieces of real property in El Paso and Hudspeth Counties.
Approximately 15 of these properties are located in El Paso's
Central Business District and three of the 15 hold historical
designations.
On July 24, 2018, Downtown Renaissance Joint Venture ("DRJV"), also
known in some pleadings as El Paso Renaissance Joint Venture
("EPRJV"), filed a Disclosure Statement and Plan of Reorganization,
which proposed to 18 of the properties listed in the Abraham and
Franklin schedules for a total purchase price of $10.4 million. On
Aug. 8, 2018, EPRJV filed a Motion to Compel Mediation of Disputes
Concerning Creditor's Plan of Liquidation.
On Aug. 14, 2018, the Court entered an Order Requiring Mediation.
The Trustee, William D. Abraham, Franklin Acquisitions, LLC, the
City of El Paso and DRJV (and its joint venturers) conducted a
mediation on Aug. 29, 2018. A resolution of their pending disputes
was reached between several of the parties and a Settlement
Agreement was executed by the Trustee, DRJV Franklin Mtn.
Management and Ondason, LLC, pending Court approval.
The Settlement Agreement requires, in part, that the Trustee file
motions to sell certain properties with initial bidders and bids.
The Toltec Building is one of these properties. Legal title to the
Property was transferred by Debtor Abraham to Debtor Franklin
Acquisitions in July of 2014 and is currently held in the name of
Debtor Franklin Acquisitions, which is owned in its entirety by
Debtor Abraham. Its legal description is: 210 Campbell W. 1/2 of
Block (7,754 Sq Ft).
The Toltec Building is a historic building located in the El Paso
Central Business District. It was designed by Henry C. Trost and
was built in 1910. It once housed the Toltec Club which Pancho
Villa was reputed to patronize. According to the Debtor's
schedules, the property has a month to month lease with A Quick
Bail Bonds and permissive tenancies with Café de Tolteca and
Carlos Cardenas. The Buyer may terminate or extend these tenancies
as allowed under applicable non-bankruptcy law.
The Trustee as the Seller and the Buyer will be entering into a
Contract of Sale for the Newberry Building for $850,000, free and
clear of all liens, claims and interests, subject to the Court's
approval and receipt of a higher and better offer. The El Paso
County Appraisal District has valued the property at $1,438,590.
The Debtor has scheduled the value of the Property at $4 million
based on "prior offers."
The Trustee received a prior offer for $800,000 and DRJV proposed
an allocation in its Plan of Liquidation of $1,252,000.
Following is information about the proposed sale:
a. The name and address of the proposed buyer or lessee:
Courtron, LLC or its assigns, 3737 Gateway Blvd W, El Paso, Texas
79903-4555
b. The proposed consideration to be received by the estate,
including estimated costs of the sale or lease, including
commissions, auctioneer's fees, costs of document preparation and
recording and any other customary closing costs: $850,000 sales
price and 6% broker's commissions equal to $51,000. The Seller
will also pay for a title policy, preparation of the deed and bill
of sale, one-half of any escrow fee and costs to record any
documents to cure title objections that Seller must cure.
Additionally, taxes will be pro-rated as of the date of closing.
c. A description of the estimated or possible tax consequences
to the estate, if known, and how any tax liability generated by the
use, sale or lease of such property will be paid: Unknown
d. A preliminary title search and review of the Schedules and
proofs of claim filed in the case indicate the following liens,
judgments, and other claims may exist against the Real Property:
(i) City of El Paso for tax years 2017 and 2018 in the amount of $
98,820.92; (ii) Propel Financial Services-assignment of tax liens
for delinquent ad valorem taxes for tax years 2014 through 2016 in
the amount of $84,323 plus accrued interest; and (iii) Olive
Organization -- lien for money lent in the amount of $425,670
(claim #7).
Additionally, Ivan Aguilera, IGSFA Management, LLC, Loretta Lynch
and the City of El Paso all hold judgment liens against Debtor
Abraham. There have been some communications from some of these
creditors that the transfer to Franklin from Debtor Abraham prior
to the Petition Dates may have been a fraudulent transfer.
However, any liens that are determined to be valid as to the
Property will attach to the net proceeds of the sale.
The 2018 ad valorem taxes in the approximate amount of $ 44,878
will be pro-rated between the Seller and the Buyer as of the date
of closing. The Property will be sold subject to such taxes. All
ad valorem tax liens and Olive Organization will also be satisfied
at closing unless there is a dispute as to any of the amount
claimed, in which case the title company will hold the disputed
amounts until an order is entered by the Court. Any other liens,
claims, interests and encumbrances will attach to the proceeds from
the sale to the same extent, priority and validity as existed on
the petition date.
The sale will be subject to higher and better offers. The Trustee
will ask higher and better offers to be submitted in open court by
means of an auction at the date and time of the hearing. Any
competing offer, however must commit as part of its offer to cure
code violations within a time period acceptable to the City of El
Paso and must satisfy the City of its financial ability to do so.
The Trustee asks approval of the offer which would maximize the net
proceeds to the estate.
Bids from other interested parties will be considered at the
hearing in the additional increments of $5,000. In order for a bid
to be accepted, earnest money in certified funds of 5% of the
purchase price must be tendered by 5:00 p.m. on the date of the
hearing.
About Franklin Acquisitions
Franklin Acquisitions LLC is a privately-held company whose
principal assets are located at 932 Cherry Hill, El Paso, Texas.
Franklin Acquisitions sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Tex. Case No. 18-30185) on Feb. 6,
2018. In the petition signed by William D. Abraham, member, the
Debtor estimated assets and liabilities of $1 million to $10
million.
Judge H. Christopher Mott presides over the case.
Ronald E. Ingalls was appointed as the Chapter 11 trustee of
Franklin Acquisitions. BARRON & NEWBURGER, P.C., serves as the
Trustee's counsel.
FU KONG: Cash Collateral Use Through Oct. 16 Okayed
---------------------------------------------------
The Hon. Ernest M. Robles of the U.S. Bankruptcy Court for the
Central District of California authorized Fu Kong Inc. to use cash
collateral in accordance with the terms of the Amended Budget
through and including October 16, 2018.
The Debtor is authorized to deviate from the line items in the
Amended Budget by up to 20%, on both a line item and aggregate
basis, with any unused portions to be carried over into the
following month.
The Debtor will make monthly adequate protection payments to Cathay
Bank in the amount of $6,780.32 in accordance with the terms and
dates set forth in the Parties' Loan Agreement.
The deadline for Debtor to obtain approval of a disclosure
statement in support of a Chapter 11 plan is December 19, 2018.
The deadline for Debtor to file a motion for authorization of
further interim use of cash collateral is October 2, 2018, and the
deadline to file any written opposition to the further interim use
of cash collateral is October 9, 2018.
The Court will hold a hearing on the further use of cash collateral
on Oct. 16, 2018 at 10:00 a.m.
A full-text copy of the Order is available at
http://bankrupt.com/misc/cacb18-17345-67.pdf
About Fu Kong
Based in South El Monte, California, Fu Kong Inc. --
https://www.shu-shu.com/ -- designs and sells women's apparel under
a variety of labels to high end retailers such as Nordstrom, Saks,
and Fine Specialty Stores nationwide. LuLu is the premier label
of founder Lillian Hsu. Fu Kong, Inc., filed a voluntary Chapter
11 petition (Bankr. C.D. Cal. Case No. 18-17345) on June 26, 2018.
In the petition signed by Lillian Yu-Li Shu, president, the Debtor
estimated assets of $1 million to $10 million and estimated
liabilities of $1 million to $10 million. The case is assigned to
Judge Ernest M. Robles. The Debtor is represented by Michael Y.
Lo, Esq., at Lo & Lo LLP, in Alhambra, California.
FURNITURE FACTORY: Seeks Continued Cash Use for October 2018 Budget
-------------------------------------------------------------------
Furniture Factory Direct, Inc., asks the U.S. Bankruptcy Court for
the Western District of Washington for continued authority to use
cash collateral to operate its furniture stores in the ordinary
course of business as outlined in the October 2018 budget.
The budget provides total projected expenses of approximately
$474,098.
The current order authorizing the use of cash collateral will
expire on Sept. 30, 2018.
The Debtor maintains four retail store locations and needs to
continue to operate its business to reduce inventory and downsize
its operations in order to become profitable.
A full-text copy of the Cash Collateral Motion is available at
http://bankrupt.com/misc/wawb18-40718-332.pdf
About Furniture Factory Direct
Furniture Factory Direct, Inc. -- https://www.furniturefd.com/ --
manufactures and retails furniture. The company offers bedrooms,
mattresses, accessories, dining rooms, and living room furniture.
Furniture Factory has five store locations serving customers in
Washington and Alaska.
Furniture Factory Direct filed a Chapter 11 petition (Bankr. W.D.
Wash. Case No. 18-40718) on March 5, 2018. In the petition signed
by its president, Svetlozar Ganev Todorov, the Debtor disclosed
total assets of $3.03 million and total liabilities of $2.86
million. Masafumi Iwama, Esq., S. Lamont Bossard, Jr., Esq., and
Mark C. McClure, Esq., at Iwama Law Firm, in Kent, Washington,
serve as counsel to the Debtor.
GATEWAY HOLDING: U.S. Trustee Unable to Appoint Committee
---------------------------------------------------------
No official committee of unsecured creditors has been appointed in
the Chapter 11 case of Gateway Holding, LLC as of Sept. 26,
according to a court docket.
About Gateway Holdings
Gateway Holdings, LLC, is a single asset real estate debtor (as
defined in 11 U.S.C. Section 101(51B)).
Gateway Holdings sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-07289) on August 29,
2018. In the petition signed by Gagandeep S. Mangat M.D., manager,
the Debtor estimated assets of $1 million to $10 million and
liabilities of $1 million to $10 million. The Debtor tapped FL
Legal Group as its legal counsel.
GOLDEN NUGGET: Moody's Affirms B2 CFR & Alters Outlook to Stable
----------------------------------------------------------------
Moody's Investors Service affirmed Golden Nugget, Inc.'s B2
Corporate Family Rating and B2-PD Probability of Default Rating.
Moody's also affirmed GNI's Ba3 senior secured bank credit
facilities, B3 senior unsecured notes and Caa1 senior subordinated
note rating. The ratings outlook has changed to stable from
negative.
"The change in outlook to stable from negative reflects GNI's
steady improvement in credit metrics and its expectation that
leverage and coverage will continue to strengthen following the
combination of its restaurant and gaming operations" stated Bill
Fahy, Moody's Senior Credit Officer. GNI completed the
reorganization of its business and recapitalized its balance sheet
in September 2017.
Outlook Actions:
Issuer: Golden Nugget, Inc. (NEW)
Outlook, Changed To Stable From Negative
Affirmations:
Issuer: Golden Nugget, Inc. (NEW)
Probability of Default Rating, Affirmed B2-PD
Corporate Family Rating, Affirmed B2
Senior Subordinated Regular Bond/Debenture, Affirmed Caa1 (LGD6)
Senior Secured Term Loan, Affirmed Ba3 (LGD2)
Senior Secured Revolving Credit Facility, Affirmed Ba3 (LGD2) from
(LGD3)
Senior Unsecured Regular Bond/Debenture, Affirmed B3 (LGD5)
RATINGS RATIONALE
GNI benefits from its material scale, the brand value of its
various restaurant and gaming properties, good geographic
diversification and very good liquidity. GNI is constrained by its
high leverage, a history of debt financed transactions, and a high
level of promotions and discounts from competitors that will
continue to pressure earnings.
The stable outlook reflects Moody's view that GNI's leverage and
coverage will gradually improve from current levels with moderate
earnings growth and management's focus on debt reduction over and
above required amortization.
Factors that could result in an upgrade include a stable operating
environment in Nevada and Lake Charles, Louisiana and profitable
same store sales growth at GNI's restaurants. Specifically, an
upgrade would require debt to EBITDA of around 5.0 times and EBITA
to interest of around 2.0 times on a sustained basis. A higher
rating would also require good liquidity.
Factors that could lead to a downgrade include leverage on a debt
to EBITDA basis sustained above 6.5 times or a deterioration in
liquidity for any reason.
GNI owns and operates the Golden Nugget hotel, casino, and
entertainment resorts in downtown Las Vegas and Laughlin, Nevada
and the Lake Charles property in Louisiana. The company also owns
and operates mostly casual dining restaurants under the trade names
Landry's Seafood House, ChartHouse, Saltgrass Steak House,
Rainforest Café, Bubba Gump, McCormick & Schmicks, Claim Jumper,
Morton's Restaurants, Inc, and Mastro's. GNI also owns and operates
the Golden Nugget hotel, casino, and entertainment resorts in Las
Vegas and Laughlin, Nevada, Lake Charles Louisiana, Biloxi
Mississippi and Atlantic City. The company is wholly owned
indirectly by Fertitta Entertainment, Inc. which is wholly owned by
Tilman J. Fertitta.
The principal methodology used in these ratings was Restaurant
Industry published in January 2018.
HARBORVIEW MORTGAGE: Cert. Holders Ask Trustee to Accept Deal
-------------------------------------------------------------
Certain certificateholders have requested that the Trustee accept
the proposed settlement agreement, and the certificate insurer has
objected to the settlement. As a result, the Trustee commenced a
judicial instructions as to:
a) the Trustee's proposed acceptance of the proposed settlement
agreement, and
b) should the Court approve the Trustee's acceptance of it,
distribution of the settlement payment in accordance with the terms
of the settlement agreement and the Trust governing documents.
The Proceeding is captioned in the matter of the application of
Deutsche Bank National Trust Company, solely in its capacity as
Trustee of Harborview Mortgage Loan Trust Mortgage Loan
Pass-Through Certificates, Series 2006-9 (Index No. 654208/2018).
On Sept. 6, 2018, the petitioner's request, the Court issued an
order which, among other things, orders that no interested person
will be heard and nothing submitted by any interested person will
be considered by the Court unless such interested person files and
serves an answer to the petition, setting forth the interested
person's notice of intention to appear, along with a statement of
such interested person's objected or other position as to any
matters before the Court, and the grounds therefor, as well as any
supporting documents, on or before Nov. 2, 2018.
The order to show cause and notice is available on the Trustee's
investor reporting website. The petition and order to show cause,
and any other papers filed in the Article 77 proceeding are
available through the Court's website at
http://iapps.courts.state.ny.us/iscroll/and will also be posted
periodically on the investor reporting website.
Attorneys for Petitioner, Deutsche Bank National Trust Company:
Morgan, Lewis & Bockius LLP
Susan F. DiCicco, Esq.
Michael S. Kraut, Esq.
Hugo Ruiz de la Torre, Esq.
101 Park Avenue
New York, NY 10178
Tel: (212) 309-6000
Fax: (212) 309-6001
E-mail: susan.dicicco@morganlewis.com
michael.kraut@morganlewis.com
hugo.ruiz@morganlewis.com
HIGH FREIGHT POWER: Taps Smith & Carey as Legal Counsel
-------------------------------------------------------
High Freight Power, Inc., seeks approval from the U.S. Bankruptcy
Court for the Western District of Kentucky to hire Smith & Carey,
PLLC as its legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; assist in the sale of its assets and other
corporate transactions; assist in the preparation and
implementation of a bankruptcy plan; and provide other legal
services related to its Chapter 11 case.
Smith & Carey will be paid a flat fee of $5,000 and will be
reimbursed for work-related expenses.
Marque Carey, Esq., the attorney at Smith & Carey who will be
handling the case, 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:
Marque G. Carey, Esq.
Smith & Carey, PLLC
222 So. 1st St., Suite 305
Louisville, KY 40202
Phone: (502) 631-9760
E-mail: marquecareyattorney@gmail.com
About High Freight Power
High Freight Power, Inc., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Ky. Case No. 18-30831) on March 19,
2018. At the time of the filing, the Debtor estimated assets of
less than $50,000 and liabilities of less than $500,000. Judge
Joan A. Lloyd presides over the case.
HOOPER HOLMES: Taps Foley & Lardner as Legal Counsel
----------------------------------------------------
Hooper Holmes, Inc., seeks approval from the U.S. Bankruptcy Court
for the Southern District of New York to hire Foley & Lardner LLP
as legal counsel.
The firm will advise the company and its affiliates regarding their
duties under the Bankruptcy Code; assist in identifying assets and
liabilities of the estate; negotiate with creditors; assist in any
potential sale of their assets; analyze claims and competing
property interests; assist in the preparation of a bankruptcy plan;
and provide other legal services related to their Chapter 11
cases.
Foley charges these hourly rates:
Partners $510 to $980
Of Counsel $590 to $920
Senior Counsel $455 to $700
Special Counsel $360 to $650
Associates $210 to $595
Paraprofessionals $60 to $320
The primary Foley professionals who will providing the services
are:
Richard Bernard $900
John Melko $900
Jill Nicholson $795
Ronald Eppen $775
Geoffrey Goodman $720
Alissa Nann $700
Emil Khatchatourian $515
Michael Riordan $430
Timothy Mohan $430
Carly Krupnick $410
Between May 30 and Aug. 27, Foley received retainers from the
Debtors totaling $1,052,839.69. As of the petition date, the
remaining pre-bankruptcy retainer was $132,775.
John Melko, a partner at Foley, disclosed in a court filing that
the firm's attorneys are "disinterested" as defined in section
101(14) of the Bankruptcy Code.
Foley can be reached through:
Richard J. Bernard, Esq.
Foley & Lardner LLP
90 Park Avenue
New York, NY 10016-1314
Telephone: (212) 682-7474
Facsimile: (212) 687-2329
E-mail: rbernard@foley.com
- and -
John P. Melko, Esq.
Foley & Lardner LLP
1000 Louisiana Street, Suite 2000
Houston, TX 77002-2099
Telephone: (713) 276-5500
Facsimile: (713) 276-5555
E-mail: jmelko@foley.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.
On Sept. 6, 2018, an official committee of unsecured creditors was
appointed in the Debtors' cases. Brown Rudnick LLP represents the
committee.
HYUN J. UM: Not Entitled to Discharge of SRI Debt, 9th Cir. Affirms
-------------------------------------------------------------------
In the case captioned, HYUN J. UM; THOMAS W. PRICE; PATRICIA A.
PRICE, Appellants, v. SPOKANE ROCK I, LLC, Appellee, No. 16-35753
(9th Cir.), the United States Court of Appeals, Ninth Circuit
affirmed the district court's judgment that Debtors Hyun Um and
Thomas Price are not entitled to a discharge of the Spokane Rock
debt.
Confirmation of a Chapter 11 plan of reorganization generally
discharges a petitioner from pre-confirmation debts. But, under 11
U.S.C. section 1141(d)(3), a debt is not discharged if:
(A) the plan provides for the liquidation of all or
substantially all of the property of the estate;
(B) the debtor does not engage in business after consummation of
the plan; and
(C) the debtor would be denied a discharge under section 727(a)
of [the Bankruptcy Code] if the case were a case under chapter 7
[of the Bankruptcy Code].
The central issue in this case is whether two individual Chapter 11
debtors engaged in business after consummation of a Chapter 11
plan. The bankruptcy court held that they did not and were
therefore not entitled to discharge a debt arising out of a
state-court judgment for fraud and misrepresentation; the district
court agreed.
The Debtors contend that they are entitled to a discharge because
the approved Plan did not provide for "the liquidation of all or
substantially all of the property of the estate." The bankruptcy
and district courts correctly rejected that argument. The Plan is
explicitly termed "a liquidation Plan," under which the
Administrator "shall be solely responsible for . . . liquidating or
otherwise reducing the Estate's Assets to Cash." As the bankruptcy
court noted, under the Plan, "the Debtors do not retain any of the
estate assets other than those exempted."
The Debtors nonetheless contend that the Plan does not satisfy
section 1141(d)(3)(A) because it does not provide for the sale of
their membership interests in various limited liability
corporations (LLCs). But, as the bankruptcy court correctly
observed, the Plan expressly notes that these membership interests
will be worthless after consummation of the Plan, because all of
the assets of the LLCs will have been sold to third parties. The
Debtors provided no evidence to rebut the Trustee's conclusion that
the membership interests will be worthless after the confirmation
of the Plan.
Nor does the Trustee's management of the assets of the subsidiary
LLCs pending their sale render the Plan anything other than a
liquidation. As the bankruptcy court aptly noted, this feature is
in "the very nature of a complex chapter 11 liquidation," which the
Ninth Circuit Bankruptcy Appellate Panel has observed is designed
to allow the debtor "the ability to plan for an orderly divestiture
of the assets over time." The Court, therefore, agrees with the
bankruptcy court's determination that the Plan satisfies the
liquidation requirement of section 1141(d)(3)(A).
The Debtors also argue that all employees necessarily "engage" in
some respect in the business of their employers. But no court has
ever read section 1141(d)(3)(B) as being satisfied by mere
employment. Nor did the drafters of the Bankruptcy Rules
contemplate that the phrase "in business" included mere
employment.
The Court, thus, holds that, assuming that section 1141(d)(3)(B)
does not require that the debtor engage in a pre-petition business,
it is not satisfied by mere employment in someone else's business
after consummation of a Chapter 11 plan. The Debtors are not
entitled to a discharge of the Spokane Rock debt.
A copy of the Court's Opinion dated Sept. 14, 2018 is available at
https://bit.ly/2QdjFuZ from Leagle.com.
J. Todd Tracy (argued) and Steven J. Reilly, The Tracy Law Group
PLLC, Seattle, Washington, for Defendants-Appellants.
Charles R. Ekberg (argued), Ryan P. McBride, and Laura
Marquez-Garrett, Lane Powell PC, Seattle, Washington, for
Plaintiff-Appellee.
Hyun J. Um filed for chapter 11 bankruptcy protection (Bankr. W. D.
Wash. Case No.10-41789) on August 17, 2010, with estimated assets
at $0 to $50,000 and estimated liabilities at $100,000,001 to
$500,000,000.
ICONIX BRAND: All Four Proposals Approved at Annual Meeting
-----------------------------------------------------------
At the Annual Meeting of Stockholders of Iconix Brand Group, Inc.,
held on Sept. 27, 2018, the Company's stockholders:
(a) Justin Barnes, Peter F. Cuneo, Drew Cohen, Mark Friedman
Sue Gove and James Marcum as directors;
(b) ratified the appointment of BDO USA, LLP as the Company's
independent registered public accounting firm for the fiscal
year ending Dec. 31, 2018;
(c) approved, by non-binding advisory vote, the compensation of
the Company's named executive officer compensation; and
(d) approved the amendment to the Company's Certificate of
Incorporation to authorize the Board of Directors of the
Company to effect a reverse stock split of the issued shares
of the Company's common stock, at a reverse stock split
ratio of not less than 1-for-5 and not more than 1-for-10.
About Iconix Brand
Broadway, New York-based Iconix Brand Group, Inc. --
http://www.iconixbrand.com/-- is a brand management company and
owner of a diversified portfolio of over 30 global consumer brands
across the women's, men's, entertainment, home and international
segments. The Company's business strategy is to maximize the value
of its brands primarily through strategic licenses and joint
venture partnerships around the world, as well as to grow the
portfolio of brands through strategic acquisitions. Iconix Brand
owns, licenses and markets a portfolio of consumer brands
including: Candie's, Bongo, Joe Boxer, Rampage, Mudd, London Fog,
Mossimo, Ocean Pacific/OP, Danskin/Danskin Now, Rocawear/Roc
Nation, Cannon, Royal Velvet, Fieldcrest, Charisma, Starter,
Waverly, Ecko Unltd/Mark Ecko Cut & Sew, Zoo York, Umbro, Lee
Cooper, and Artful Dodger; and interests in Material Girl, Ed
Hardy, Truth or Dare, Modern Amusement, Buffalo, Hydraulic, and
PONY.
Iconix Brand incurred a net loss attributable to the Company of
$489.3 million in 2017, a net loss attributable to the Company of
$252.1 million in 2016 and a net loss attributable to the Company
of $186.5 million in 2015. As of June 30, 2018, Iconix Brand had
$730.18 million in total assets, $795.19 million in total
liabilities, $29.29 million in redeemable non-controlling interest
and a total stockholders' deficit of $94.30 million.
The Company stated in its 2017 Annual Report that due to certain
developments, including the decision by Target Corporation not to
renew the existing Mossimo license agreement following its
expiration in October 2018 and by Walmart, Inc. not to renew the
existing Danskin Now license agreement following its expiration in
January 2019, and the Company's revised forecasted future earnings,
the Company forecasted that it would unlikely be in compliance with
certain of its financial debt covenants in 2018 and that it may
otherwise face possible liquidity challenges in 2018. The Company
said these factors raised substantial doubt about its ability to
continue as a going concern. The Company's ability to continue as
a going concern is dependent on its ability to raise additional
capital and implement its business plan.
ILLINOIS STAR: Plan Filing Exclusive Period Extended Thru Nov. 5
----------------------------------------------------------------
The Hon. Laura K. Grandy of the U.S. Bankruptcy Court for the
Southern District of Illinois granted Illinois Star Centre, LLC, an
extension of its Plan Filing Deadline and Plan Filing Exclusive
Period up to and including Nov. 5, 2018 and the Plan Acceptance
Exclusive Period up to and including Feb. 5, 2019.
Troubled Company Reporter has previously reported that the Debtor
sought an extension of the exclusive periods given the Debtor's
pending negotiations with its tenants and ongoing litigation with
its largest potential creditor in the Adversary Proceeding. The
Debtor mentioned that the instant case was filed so that it could
obtain finality as to the alleged claims of The City of Marion
through the adversary proceeding commenced by the Debtor on July
10, 2017.
On Aug. 10, 2017, The City of Marion filed a motion to dismiss the
Adversary. After the disqualification and substitution of counsel
by The City of Marion, the motion to dismiss was taken up for
hearing on May 8, 2018. The motion was granted, however, the
Debtor was granted until July 9, 2018 to file an amended complaint
against The City of Marion. The Debtor has since filed its Second
Amended Complaint against The City of Marion. The answer deadline
for The City of Marion to respond is Sept. 6, 2018.
About Illinois Star Centre
Illinois Star Centre LLC owns the Illinois Star Centre Mall located
at 3000 W. Deyoung Street, Marion. The mall, which is valued at
$5.5 million, offers more than 50 stores and restaurants and serves
the Southern Illinois Community with events that showcase local
talent.
Illinois Star Centre sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Ill. Case No. 17-30691) on May 4,
2017. In the petition signed by Dennis D. Ballinger, Jr., its
managing member, the Debtor disclosed $5.6 million in assets and
zero liabilities.
The case is assigned to Judge Laura K. Grandy.
Carmody MacDonald, P.C., is the Debtor's bankruptcy counsel, and
Hoffman Slocomb LLC, is its special counsel. The Debtor tapped
Vista Properties and Investments to assist in the marketing and
sale of its real estate located at 3000 DeYoung, Marion, Illinois.
No official committee of unsecured creditors has been appointed in
the case.
JACK RICHARD FINNEGAN: Court Dismisses Bankruptcy Withdrawal Suit
-----------------------------------------------------------------
District Judge Fernando M. Olguin dismissed without prejudice the
case captioned IN RE JACK RICHARD FINNEGAN, Debtor, Case No. SA CV
18-1345 FMO (C.D. Cal.).
A copy of the Court's Judgment dated Sept. 14, 2018 is available at
https://bit.ly/2OQDo39 from Leagle.com.
Jack Richard Finnegan, Appellant, pro se.
U.S. Trustee, Appellee, represented by Frank M. Cadigan, Jr.,
Office of the US Trustee.
Chapter 11 Trustee Richard A. Marshack, Trustee, represented by
Laila Masud -- lmasud@marshackhays.com -- Marshack Hays LLP & D.
Edward Hays, Marshack Hays LLP.
Jack Richard Finnegan filed for chapter 11 bankruptcy protection
(Bankr. C.D. Cal. Case No. 18-10762) on March 6, 2018, and is
represented by David A. Tilem, Esq. of the Law Offices of David A.
Tilem.
JAGUAR HEALTH: Plans $11.5 Million Underwritten Public Offering
---------------------------------------------------------------
Jaguar Health, Inc. is offering 15,384,615 shares of its common
stock. The proposed maximum aggregate offering price of the common
stock proposed to be sold in the offering will be reduced on a
dollar-for-dollar basis based on the aggregate offering price of
the pre-funded warrants offered and sold in the offering, and
therefore the proposed aggregate maximum offering price of the
common stock and pre-funded warrants (including the common stock
issuable upon exercise of the pre-funded warrants), if any, is
$11,500,000.
The Company is also offering to certain purchasers whose purchase
of shares of common stock in this offering would otherwise result
in the purchaser, together with its affiliates and certain related
parties, beneficially owning more than 4.99% (or, at the election
of the purchaser, 9.99%) of its outstanding common stock
immediately following the consummation of this offering, the
opportunity to purchase, if any such purchaser so chooses,
pre-funded warrants, in lieu of shares of common stock that would
otherwise result in such purchaser's beneficial ownership exceeding
4.99% (or, at the election of the purchaser, 9.99%) of our
outstanding common stock. The purchase price of each pre-funded
warrant will be equal to the price per share at which shares of
common stock are sold to the public in this offering, minus $0.01,
and the exercise price of each pre-funded warrant will be $0.01 per
share. This offering also relates to the shares of common stock
issuable upon exercise of any pre-funded warrants sold in this
offering. The pre-funded warrants will be exercisable immediately
and may be exercised at any time until all of the pre-funded
warrants are exercised in full. For each pre-funded warrant the
Company sells, the number of shares of common stock it is offering
will be decreased on a one-for-one basis. Jaguar Health's common
stock is listed on The NASDAQ Capital Market under the symbol
"JAGX." On Sept. 24, 2018, the last reported sale price of its
common stock was $0.65 per share.
Knight Therapeutics Inc., the Company's Licensee for Canada and
Israel, has given a non-binding indication of interest to purchase
up to $1,000,000 in this offering at the public offering price,
provided that the Company raises at least $9,000,000. This is not
a commitment to purchase; therefore, Knight may not purchase any
common stock in this offering.
The sole book-running manager of this offering is H.C. Wainwright &
Co. The offering is being underwritten on a firm commitment basis.
The Company has granted the underwriter an option for a period of
30 days from the date of this prospectus to purchase up to an
additional 2,307,692 shares of its common stock (15% of the number
of shares of common stock and pre-funded warrants sold in this
offering) at the public offering price, less the underwriting
discounts and commissions, to cover over-allotments, if any.
A full-text copy of the Form S-1/A is available for free at:
https://is.gd/uEpY8V
About Jaguar Health
Jaguar Health, Inc. -- http://www.jaguar.health/-- is a commercial
stage natural-products pharmaceuticals company focused on
developing novel, sustainably derived gastrointestinal products on
a global basis. Its wholly-owned subsidiary, Napo Pharmaceuticals,
Inc., focuses on developing and commercializing proprietary human
gastrointestinal pharmaceuticals for the global marketplace from
plants used traditionally in rainforest areas. Jaguar Health's
principal executive offices are located in San Francisco,
California.
Jaguar Health reported a net loss of $21.96 million for the year
ended Dec. 31, 2017, compared to a net loss of $14.73 million for
the year ended Dec. 31, 2016. As of June 30, 2018, Jaguar Health
had $46.15 million in total assets, $23.13 million in total
liabilities, $9 million in Series A convertible preferred stock and
$14.01 million in total stockholders' equity.
BDO USA, LLP, in San Francisco, Calif., issued a "going concern"
opinion in its report on the consolidated financial statements for
the year ended Dec. 31, 2018, stating that the Company has suffered
recurring losses from operations and an accumulated deficit that
raise substantial doubt about its ability to continue as a going
concern.
JB3 GROUP: Taps Eric A. Liepins as Legal Counsel
------------------------------------------------
JB3 Group, LLC, seeks approval from the U.S. Bankruptcy Court for
the Northern District of Texas to hire Eric A. Liepins, P.C., as
its legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code and will provide other legal services related to
its Chapter 11 case.
Eric Liepins, Esq., the attorney who will be handling the case,
charges $275 per hour. The hourly rates for paralegals and legal
assistants range from $30 to $50.
The firm received a retainer of $5,000, plus the filing fee.
Mr. Liepins disclosed in a court filing that his firm does not
represent any interest adverse to the Debtor's estate.
The firm can be reached through:
Eric A. Liepins, Esq.
Eric A. Liepins, P.C.
12770 Coit Road, Suite 1100
Dallas, TX 75251
Phone: (972) 991-5591
Fax: (972) 991-5788
E-mail: eric@ealpc.com
About JB3 Group LLC
JB3 Group, LLC, filed as a single asset real estate debtor (as
defined in 11 U.S.C. Section 101(51B)).
JB3 Group sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. N.D. Tex. Case No. 18-33077) on Sept. 20, 2018. In the
petition signed by Fayeza Bahhur, managing member, the Debtor
estimated assets of $1 million to $10 million and liabilities of $1
million to $10 million.
JONES ENERGY: Confirms Deficiency Under NYSE Listing Rules
----------------------------------------------------------
Jones Energy, Inc. filed on Sept. 28, 2018, an interim written
affirmation with the New York Stock Exchange notifying the NYSE
that it is deficient in meeting certain requirements of the NYSE
listed Company Manual.
Paul Lloyd Jr. and John Lovoi resigned from the Board of Directors
of Jones Energy and all committees thereof, effective as of Sept.
28, 2018. Mr. Lloyd was a member of the Audit Committee and Mr.
Lovoi was a member of the Compensation Committee and the chair of
the Nominating and Corporate Governance Committee. As a result of
Mr. Lloyd's departure from the Board, the Company is temporarily
deficient of the requirement under Section 303A.07(a) of the New
York Stock Exchange Listed Company Manual that audit committees be
comprised of at least three independent directors. As a result of
Messrs. Lloyd and Lovoi's resignations the Company is temporarily
deficient of the requirement under Section 303A.01 of the NYSE
Listed Company Manual that requires that the board of directors of
a listed company be comprised of a majority of independent
directors.
The Company has commenced its search for candidates to replace
Messrs. Lloyd and Lovoi on the Board and Audit Committee who will
meet the independence requirements of Section 10A-3 of, and Rule
10A-3 under, the Securities Exchange Act of 1934, as amended, and
Section 303A.02 of the NYSE Listed Company Manual. The Company
expects to receive an official notice from the NYSE that it is
deficient in the NYSE Listed Company Manual requirement to have an
audit committee comprised of at least three independent directors
and a board of directors comprised of a majority of independent
directors.
CEO Appointment as Director
The Board voted unanimously to appoint Mr. Carl Giesler, Jones
Energy's chief executive officer, as a new director. The Board
also voted unanimously to appoint Mr. Hal Washburn as Chairman of
the Nominating and Corporate Governance Committee and to reduce the
size of the Board from eight to seven members. The Board plans to
move expeditiously to appoint a seventh director to the Board, who
will be an independent director qualified to join the Audit
Committee, satisfying NYSE requirements.
On Aug. 8, 2018, Jones Energy, LLC, a wholly owned subsidiary of
the Company, entered into an Amended and Restated Employment
Agreement with Mr. Giesler, in his capacity as the Company's chief
executive officer which amended and restated the employment
agreement entered into with Mr. Giesler on July 12, 2018 and
effective July 23, 2018. Unless terminated earlier in accordance
with its terms, the Agreement will continue for an initial term of
two years. In addition, on each anniversary of the Employment Date
following the initial term, unless the Agreement has been
terminated, the term of the Agreement will automatically be
extended for an additional year unless either party provides
written notice of non-renewal at least 90 days prior to such
anniversary.
The Agreement provides that for his services as the Company's chief
executive officer, Mr. Giesler will receive an annualized base
salary of $495,000. In addition, Mr. Giesler will (1) be entitled
to discretionary incentive payments under the Company's short-term
bonus plan based on an annual target bonus of 50% to 150% of his
base salary upon the attainment of specified performance goals
established by the Board, or the Compensation Committee of the
Board, in its sole discretion and (2) be entitled to a guaranteed
bonus payment of $371,250 in respect of the 2018 performance year
within 30 days of the Effective Date, provided that Mr. Giesler
will be required to repay such bonus if he is terminated for Cause
or resigns without Good Reason before
July 23, 2019.
About Jones Energy
Austin, Texas-based Jones Energy, Inc. --
http://www.jonesenergy.com/-- is an independent oil and natural
gas company engaged in the development and acquisition of oil and
natural gas properties in the Anadarko basin of Oklahoma and Texas.
The Company's Chairman, Jonny Jones, founded its predecessor
company in 1988 in continuation of his family's long history in the
oil and gas business, which dates back to the 1920s.
Jones Energy reported a net loss attributable to common
shareholders of $109.41 million in 2017, a net loss attributable to
common shareholders of $45.22 million in 2016, and a net loss
attributable to common shareholders of $2.38 million in 2015. As
of June 30, 2018, Jones Energy had $1.85 billion in total assets,
$1.26 billion in total liabilities, $91.53 million in series A
preferred stock, and $504.93 million in total stockholders'
equity.
NYSE Noncompliance
On March 23, 2018, the New York Stock Exchange notified the Company
that it was noncompliant with certain continued listing standards
because the price of the Company's Class A common stock over a
period of 30 consecutive trading days had fallen below $1.00 per
share, which is the minimum average closing price per share
required to maintain a listing on the NYSE. The Company now has a
six-month cure period to regain compliance.
KEAST ENTERPRISES: Unsecureds to Get Quarterly Payments Over 5 Yrs
------------------------------------------------------------------
Keast Enterprises, Inc., Cyclone Cattle, LLC, and Hatswell Farms,
Inc., filed with the U.S. Bankruptcy Court for the Southern
District of Iowa a joint combined Chapter 11 plan and disclosure
statement.
The Plan proposes to pay Creditors of the Debtors from a
combination of liquidation of certain assets and future income of
the Debtors generated from continued operations of their
businesses. The Plan provides for 11 classes of secured claims and
3 classes of Unsecured Claims. The Plan is premised on the Estates
being "substantively consolidated" on the Effective Date, and
proposes to pay a 100% dividend on account of all Class 14
Unsecured Administrative Convenience Class Claims on the Effective
Date of the Plan and all Class 15 Allowed General Unsecured Claims
over time.
Class 3 Allowed Secured Claim of Midstates Bank is an impaired
class with estimated distribution of $8,206,538. Class 3 shall be
paid in full, with interest at 5% per annum, within 7 years of the
Effective Date.
Class 4 Allowed Secured Claim of HARDI North America, Inc., is an
impaired class with estimated distribution of $15,483.30. Class 4
shall be paid in full within 90 days of the Effective Date.
Class 5 Allowed Secured Claim of Producers Livestock Credit
Corporation is an impaired class with estimated distribution of
$1,949,756.07. Class 5 shall be paid in full, with interest at 3%
per annum, within 10 years of the Effective Date.
Class 6 Allowed Secured Claim of Avoca Seed & Chemical, Inc., is an
impaired class with estimated distribution of $100,388.36. Class 6
shall be paid in full, with interest at 3.75% per annum, within 5
years of the Effective Date.
Class 7 Allowed Secured Claim of CNH Industrial Capital America LLC
is an impaired class with estimated distribution of $241,669.64.
Class 7 shall be paid in full, with interest at 4% per annum,
within 5 years of the Effective Date.
Class 8 Allowed Secured Claim of Commodity Credit Corporation is an
impaired class with estimated distribution of $74,630.13. Class 8
shall be paid in full, with interest at 2.125% per annum, within 10
years of the Effective Date.
Class 9 Allowed Secured Claim of Farm Credit Services of America,
PCA is an impaired class with estimated distribution of $32,295.89.
Class 9 shall be paid in full, with interest at 3.95% per annum,
within 5 years of the Effective Date.
Class 10 Allowed Secured Claim of Ford Motor Credit Company LLC is
an impaired class with estimated distribution of $71,502.81. Class
10 shall be paid in full, with interest at 5% per annum, within 5
years of the Effective Date.
Class 11 Secured Lease Claim of Goodyear Farm LLC is an impaired
class with estimated distribution of $0. Lease assumed by the
Reorganized Debtor as of the Effective Date. Any unpaid sums due
for pre- and post-petition charges and payments shall be paid in
full, in Cash, on or before the Effective Date, unless the Creditor
agrees to different and/or less favorable treatment.
Class 12 Disputed Secured Claim of Larsen Ag is an impaired class
with estimated distribution of $0. The Debtors dispute the Class
12 Secured Claim and such Secured Claim shall be treated as an
Unsecured Claim in Class 15.
Class 13 Secured Claim of Lovell, Lovell, Isern & Farabough, LLP,
is an impaired class with estimated distribution of $5,000. On the
Effective Date, the Class 13 Claim Holder shall be entitled to
set-off the $5,000.00 retainer it is holding in its client trust
account, and apply same in full satisfaction of its Allowed Secured
Claim.
Class 14 Allowed Unsecured Administrative Convenience Class Claims
is an impaired class with estimated distribution of $16,402.57.
Unless Creditor agrees to different and/or less favorable
treatment, in exchange for full satisfaction of Claim, each
Creditor will receive a cash payment equal to 100% of the Allowed
amount of its Claim, without interest, on the Effective Date.
Class 15 Allowed General Unsecured Claims is an impaired class with
estimated distribution of $2,469,275.38. Each Claim Holder to
receive a dividend, in Cash, in deferred quarterly payments, with
the first payment being on the Effective Date, and subsequent
payments within 90 days thereafter, for a period not to exceed 5
years from and after the Effective Date.
Class 16 Unsecured Subordinated Claims of Insiders is an impaired
class with estimated distribution of $0. Holder of Class 16 Claim
to receive nothing under the Plan, unless the Debtors provide a
100% dividend to all Holders of Allowed Claims in Classes 1 through
15.
During the five years following the Effective Date, Keast will
continue its equipment sales division -- Keast Sales. It will also
farm the land owned by Keast, approximately 330 acres, and the land
being leased under the Goodyear Lease, approximately 507 acres.
Cyclone and its equipment will be sold, therefore ceasing to exist.
Hatswell is currently non-operational and will cease to exist
after Plan Confirmation due to the proposed substantive
consolidation of the Bankruptcy Estates. The one remaining asset
in the Hatswell Estate, a one-half interest in approximately
187,000 bushels of wet corn, will be transferred to Keast through
substantive consolidation. Keast will be the remaining Reorganized
Debtor. Keast plans to purchase feeder cattle to effectively
market the wet corn.
A copy of the Disclosure Statement from PacerMonitor.com is
available at https://tinyurl.com/y7vnocvb at no charge.
About Keast Enterprises
Keast Enterprises Inc. and Hatswell Farms, Inc., are engaged in
corn and soybeans farming. Cyclone Cattle LLC owns a cattle feed
lot.
The Debtors filed Chapter 11 petitions (Bankr. S.D. Iowa Lead Case
No. 18-00856) on April 17, 2018. At the time of filing, Keast
Enterprises disclosed $10.08 million in assets and $15.11 million
in liabilities.
Jeffrey D. Goetz, Esq., at Bradshaw Fowler Proctor & Fairgrave
P.C., is the Debtor's counsel. McGrath North Mullin & Kratz, PC
LLO, is the special counsel. JT Korkow, d/b/a Northwest Financial
Consulting, is its financial advisor.
The U.S. Trustee for Region 12 appointed an official committee of
unsecured creditors on May 11, 2018. The committee hired Sugar
Felsenthal Grais & Helsinger LLP as its legal counsel.
KINGDOM GOURMET: U.S. Trustee Unable to Appoint Committee
---------------------------------------------------------
The Office of the U.S. Trustee on Sept. 26 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of Kingdom Gourmet, LLC.
About Kingdom Gourmet
Kingdom Gourmet, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Tex. Case No. 18-34509) on Aug. 10,
2018. At the time of the filing, the Debtor estimated assets of
less than $1 million and liabilities of less than $500,000. Judge
David R. Jones presides over the case. The Debtor tapped Margaret
McClure, Esq., as its legal counsel.
LANE-GLO BOWL: Taps Steven M. Fishman as New Legal Counsel
----------------------------------------------------------
Lane-Glo Bowl, Inc., and Lane-Glo Lanes North, Inc., seek approval
from the U.S. Bankruptcy Court for the Middle District of Florida
to hire Steven M. Fishman, P.A. as their new legal counsel.
Fishman will substitute for Palm Harbor Law Group, P.A., the law
firm initially employed by the Debtors to represent them in their
Chapter 11 cases.
The firm will advise the Debtors regarding their duties under the
Bankruptcy Code; represent them in negotiation with their creditors
in the preparation of a bankruptcy plan; and provide other legal
services related to their Chapter 11 cases.
Fishman will charge these hourly rates:
Steven Fishman, Esq. $325
Assistant Counsel $125
Paralegal $75
The Debtors have agreed to pay the firm a retainer of $16,000, and
make a $1,000 cost deposit.
Fishman does not represent any interest adverse to the Debtors and
their estates, according to court filings.
The firm can be reached through:
Steven M. Fishman, Esq.
Steven M. Fishman, P.A.
2454 McMullen Booth Road, Suite D-607
Clearwater, FL 33759
Tel: (727) 724-9044
Fax: (727) 724-9503
About Lane-Glo Bowl Inc. and Lane-Glo
Lanes North, Inc.
Lane-Glo Bowl, Inc. and Lane-Glo Lanes North, Inc., sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D.
Fla. Lead Case No. 18-05861) on July 16, 2018. At the time of the
filing, the Debtors estimated less than $1 million in assets and
liabilities. Judge Michael G. Williamson presides over the cases.
LAWN ADVISORY: Taps Broege Neumann as Legal Counsel
---------------------------------------------------
Lawn Advisory Service, Inc., seeks approval from the U.S.
Bankruptcy Court for the District of New Jersey to hire Broege,
Neumann, Fischer & Shaver, LLC, 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; assist in the preparation and implementation of a
bankruptcy plan; and provide other services related to its Chapter
11 case.
Broege charges these hourly rates:
Timothy Neumann $600
Peter Broege $600
David Shaver $375
Frank Fischer $375
Associates $275
Paralegals $100
Timothy Neumann, Esq., at Broege, disclosed in a court filing that
the firm and its attorneys are "disinterested" as defined in
section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Timothy P. Neumann, Esq.
Broege, Neumann, Fischer & Shaver, LLC
25 Abe Voorhees Drive
Manasquan, NJ 08736
Phone: (732) 223-8484
E-mail: tneumann@bnfsbankruptcy.com
About Lawn Advisory Service Inc.
Lawn Advisory Service, Inc., sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D. N.J. Case No. 18-28873) on Sept. 23,
2018. At the time of the filing, the Debtor estimated assets of
less than $500,000 and liabilities of less than $500,000. Judge
Michael B. Kaplan presides over the case.
LEEBER REALTY: Flushing Bank Prohibits Use of Cash Collateral
-------------------------------------------------------------
Flushing Bank requests the U.S. Bankruptcy Court for the Southern
District of New York to prohibit Leeber Realty LLC from using cash
collateral without authorization.
Flushing Bank seeks replacement liens as adequate protection for
its interest in Leeber's assets due to unauthorized use of cash
collateral. Flushing Bank also requests the Court to compel Leeber
to segregate and account for any cash collateral in Leeber's
possession, custody and control.
Flushing Bank, a secured creditor of Leeber, has filed first lien
on the Property located at 21 Route 59, Nyack, New York, and rents,
and holds a secured claim in the approximate amount of $587,898, as
of the Petition Date.
In December 2005, Leeber executed in favor of Flushing Bank, a
Promissory Note in the original principal amount of $550,000,
secured by a Mortgage, Security Agreement and Assignment of Leases.
The Mortgage constitutes a first lien on the real property, as
well as a first lien in the leases and rents of the Property.
At the time that the Note and Mortgage were executed, the Property
was owned by Leeber. However, on June 6, 2012, Leeber executed a
Deed transferring the Property to Bernard Cohen, Trustee of the
Bernard Cohen Revocable Trust for the stated consideration of $10.
On its original Schedule A/B: Assets - Real and Personal Property,
Leeber indicated that it owned the Property. However, on Aug. 8,
2018, Leeber filed an amended petition and an amended Schedule A/B
acknowledging that it does not own the Property.
Leeber also lists on its Schedule A/B, an interest derived from a
pending lawsuit for outstanding rental payments filed against
Trustco Bank in the amount of $650,000. Leeber also mistakenly
claims it is entitled to the rental income from the Property,
despite the Mortgage constituting a first lien on the leases and
rents of the Property.
Moreover, on August 10, 2018, Leeber filed a Statement of Financial
Affairs and lists gross revenue from January 1, 2018 to the
Petition Date in the amount of $18,000.
Flushing Bank argues that the income generate by the Property,
including the rents is cash collateral within the meaning of the
Bankruptcy Code. To the extent that Leeber is receiving and has
been receiving proceeds from the Property and rents, then this
constitutes cash collateral, over which Flushing Bank holds a
valid, perfected, enforceable and unavoidable first lien on,
including all of the proceeds thereof. Flushing Bank has not
consented to Leeber's use of the cash collateral, nor has Leeber
sought permission from the Court to use the cash collateral.
In addition, Leeber has sought permission to retain special counsel
to continue the lawsuit against Trustco Bank, but Flushing Bank
does not consent to the use of its cash collateral to retain
attorneys or continue the lawsuit absent a budget acceptable to
Flushing Bank.
Flushing Bank has requested that Leeber present it with a budget in
order to stipulate to the use of its cash collateral, but Leeber
has refused. Although Flushing Bank is open to the possibility of a
consensual resolution of this matter, Leeber continues to refuse to
provide Flushing Bank with a proposed budget for its use of the
cash collateral and has failed to reach out to Flushing Bank to
propose a consensual resolution.
In addition, Leeber has failed to submit any First Day Orders or a
Monthly Operating Report for the month of July. As a result, any
cash collateral used by Leeber since the Petition Date has been
used without authorization from the Court
Attorneys for Flushing Bank:
Antonia M. Donohue, Esq.
Jaspan Schlesinger LLP
300 Garden City Plaza, 5th Fl.
Garden City, NY 11530
Phone: (516) 393-8217
About Leeber Realty
Leeber Realty LLC is a real estate company that owns in fee simple
a property located at 21 Route 59, Nyack, New York, valued by the
company at $800,000. Leeber Realty sought protection under Chapter
11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 18-23094) on
July 17, 2018. At the time of the filing, the Debtor disclosed
$800,000 in assets and $450,000 in liabilities. Judge Robert D.
Drain presides over the case. The Debtor engaged Joseph J. Haspel,
PLLC as its legal counsel; and Greenberg Freeman, LLP as special
counsel.
LEGION OPERATOR: Ballot Mailing Address Changed in New Disclosures
------------------------------------------------------------------
Legion Operator Training Group, LLC filed with the U.S. Bankruptcy
Court for the Northern District of Georgia its first amended
disclosure statement describing its proposed chapter plan.
This latest filing changed the mailing address in which creditors
can send their ballots voting for or against the plan to:
Clerk, United States Bankruptcy Court
Room 1340
75 Ted Turner Drive, SW
Atlanta, Georgia 30303
A copy of the First Amended Disclosure Statement is available for
free at:
http://bankrupt.com/misc/ganb16-50046-127.pdf
About Legion Operator
Legion Operator Training Group, LLC, fka American International
Marksmanship Academy, LLC, filed a voluntary Chapter 11 petition
(Bankr. N.D. Ga. Case No. 16-50046) on January 2, 2016, and is
represented by John A. Christy, Esq., at Schreeder, Wheeler &
Flint, LLP, in Atlanta, Georgia. At the time of filing, the Debtor
had estimated assets of $1 million to $10 million and estimated
liabilities of $1 million to $10 million. The petition was signed
by Barton C. Rice, Jr., manager.
MAGEE BENEVOLENT: Seeks Authority to Use Trustmark Cash Collateral
------------------------------------------------------------------
Magee Benevolent Association, doing business as Magee General
Hospital, seeks authority from the U.S. Bankruptcy Court for the
Southern District of Mississippi to use cash collateral in order to
pay its operating expenses and to provide patient care.
Prior to the filing of the Petition, the Debtor borrowed money from
Trustmark National Bank, secured by a deed of trust upon various
assets of the Debtor. Trustmark may have received liens and
security interests in and upon the Debtor's accounts receivable and
other items of collateral.
Trustmark does not make cash advances to the Debtor and,
accordingly, the Debtor has operated its business from accounts
receivable collections for a significant period of time.
The Debtor believes the value of the collateral pledged to
Trustmark exceeds the amount of Trustmark's indebtedness. Thus,
Trustmark's equity cushion in the collateral also provides
Trustmark with adequate protection, in the interim, while the
Debtor and Trustmark negotiate a possible post-petition financing.
The Debtor proposes to provide adequate protection to Trustmark by
continuing to remain in business, provide adequate patient care,
create and collect accounts receivables and operate in the ordinary
course of business. As adequate protection, the Debtor proposes to
grant post-petition liens to Trustmark upon the same collateral
that it held security interest in before Debtor's case was filed.
In addition, Trustmark will receive a replacement first priority
perfected security interest in all collateral generated
post-petition as to which Trustmark held properly perfected liens
and security interest on the Petition Date and to the extent that
such stay, use, sale or grant result in a decrease of the value of
Trustmark's interest in such property from the Petition Date.
A full-text copy of the Debtor's Motion is available at
http://bankrupt.com/misc/mssb18-03283-3.pdf
About Magee General Hospital
Magee General Hospital serves as a general medical/surgical
facility in Magee, Mississippi. The Hospital offers medical
services in cardiology, audiology, dentistry, general surgery,
internal medicine, oncology, emergency care, and many other medical
services.
Magee General Hospital filed a petition for reorganization under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Mis. Case No.
18-03283) on Aug. 24, 2018. In the petition signed by CEO Sean
Johnson, the Debtor estimated $1 million to $10 million in assets
and liabilities. The case is assigned to Judge Katharine M.
Samson. The Law Offices of Craig M. Geno, PLLC, led by Craig M.
Geno, is the Debtor's counsel.
MARK ALLEN BARTLETT: U.S. Trustee Forms 3-Member Committee
----------------------------------------------------------
Daniel M. McDermott, U.S. Trustee for Region 21, on Sept. 27
appointed three creditors to serve on the official committee of
unsecured creditors in the Chapter 11 case of Mark Allen Bartlett.
The committee members are:
(1) Delano LLC
c/o Anoosh Motamedi
890 Malibu Way
Edwardsville, IL 62025
Tel: (618) 670-8989
E-mail: a_mot@hotmail.com
(2) James M. Bartlett
2158 SW Balata Terrace
Palm City, FL 34990
Tel: (618) 558-2369
E-mail: lake05@msn.com
(3) Alexios Zaharopoulos
1520 Russell Drive
Hoffman Estates, IL 60192
Tel: (847) 962-9390
E-mail: alexioszaharopoulos@gmail.com
On Sept. 25, the U.S. Trustee only appointed Delano LLC and James
M. Bartlett to the Committee.
Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor'
expense. They may investigate the debtor's business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.
Mark Allen Bartlett filed for Chapter 11 bankruptcy protection
(Bankr. S.D. Fla. Case No. 18-19529) on Aug. 3, 2018. Ido J.
Alexander, Esq., at Leiderman Shelomith Alrexander Et Al. serves as
the Debtor's bankruptcy counsel.
MEMPHIS SPINE: Case Summary & 7 Unsecured Creditors
---------------------------------------------------
Debtor: Memphis Spine and Rehab Center, PLLC
7796 Wolf Trail Cove, #102
Germantown, TN 38138
Business Description: Memphis Spine and Rehab Center, PLLC --
http://www.thememphisspine.com-- is a
healthcare company in in Germantown,
Tennessee, that provides a variety of
services including physical therapy,
massage therapy, chiropractic care,
nutritional guidance, respiratory therapy
and primary care. The Company serves
the residents of Cordova, Memphis,
Germantown, Collerville, Bartlett, Lakeland
and East Memphis.
Chapter 11 Petition Date: September 27, 2018
Case No.: 18-28084
Court: United States Bankruptcy Court
Western District of Tennessee (Memphis)
Judge: Hon. George W. Emerson Jr.
Debtor's Counsel: Toni Campbell Parker, Esq.
LAW OFFICE OF TONI CAMPBELL PARKER
615 Oakleaf Office Lane, Suite 201
Memphis, TN 38117
Tel: (901) 683-0099
Fax: 866-489-7938
E-mail: tparker002@att.net
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Jason Coleman, managing member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's seven unsecured creditors is available for
free at:
http://bankrupt.com/misc/tnwb18-28084.pdf
MIAMI BEVERLY: Taps SVN Moecker as Broker, Auctioneer
-----------------------------------------------------
Miami Beverly, LLC, seeks approval from the U.S. Bankruptcy Court
for the Southern District of Florida to hire a real estate broker
and auctioneer.
The company proposes to employ SVN Moecker Realty Auctions in
connection with the sale of real properties owned by the company
and its affiliates in Miami, Florida.
Moecker has agreed to charge a fee of 7% of the final bid price at
auction, which will be paid by the buyer to the firm at closing as
a "buyer's premium." In the event the Debtors accept offers for
the properties that are sufficiently high so as to deem the auction
sale unnecessary, the Debtors will seek court approval to cancel
the auction and the firm will charge a fee of 5% of the gross sale
price.
If a cooperating broker is involved with the transaction, the fee
will be 5% of the gross sale price. The cooperating broker will
receive 2% while Moecker will receive 3% of the gross sale price.
Further, in the event the Debtors procure their own buyer for the
auction, a total fee of 1.5% of the final bid price will be paid at
closing. In the event a cooperating broker is involved with the
sale transaction, under such scenario (buyer brought by Debtors),
Moecker will negotiate the fee and bring for further court
approval.
If the Debtors do not receive or accept any offers and they cancel
the proposed auction, they will reimburse Moecker for expenses
incurred in an amount not to exceed $15,000.
Wilbert Reynoso, an associate broker and auctioneer employed with
SVN, disclosed in a court filing that he and other members of the
firm are "disinterested" as defined in section 101(14) of the
Bankruptcy Code.
SVN can be reached through:
Wilbert Reynoso
SVN Moecker Realty Auctions
1883 Marina Mile Blvd., Suite 106
Fort Lauderdale, FL 33315
Phone: 954-252-1049
Email: wreynoso@svn.com
About Miami Beverly
Miami Beverly, LLC and its affiliates 1336 NW 60 LLC, Reverend,
LLC, 13300 Alexandria Dr. Holdings, LLC and The Holdings at City,
LLC sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. S.D. Fla. Lead Case No. 18-14506) on April 17, 2018. In
the petition signed by Denise Vaknin, manager, Miami Beverly
estimated assets of less than $50,000 and liabilities of less than
$500,000. Judge Laurel M. Isicoff presides over the cases. The
Debtor tapped Leiderman Shelomith Alexander + Somodevilla, PLLC as
its legal counsel.
MIDATECH PHARMA: Posts Circular and Notice of General Meeting
-------------------------------------------------------------
Midatech Pharma Plc has posted a circular to shareholders ahead of
its general meeting to be held at 10:00 a.m. on Oct. 15, 2018 at
the offices of the Company at 65 Innovation Drive, Milton Park,
Abingdon OX14 4RQ.
It was announced on Sept. 27, 2018 that the Company has entered
into a stock purchase agreement dated Sept. 26, 2018 with Kanwa
Holdings, LP, a limited partnership owned by funds managed by or
through Barings LLC, for the sale by the Company of the entire
common stock of Midatech Pharma US Inc. for an initial cash
consideration of $13,000,000 and further cash consideration of up
to $6,000,000 dependent on the sales performance of certain
products of MTP US.
In view of the size of the transaction, under AIM Rules the Sale is
conditioned on the approval of Shareholders at a General Meeting.
A copy of the circular is available for free at:
https://is.gd/G10aMm
About Midatech Pharma
Based in Oxfordshire, United Kingdom, Midatech Pharma PLC --
http://www.midatechpharma.com/-- is an international specialty
pharmaceutical company focused on the research and development of a
pipeline of medicines for oncology and immunotherapy. Midatech's
strategy is to internally develop oncology products, and to drive
growth both organically and through strategic acquisitions. The
Company's R&D activities are focused on three innovative platform
technologies to deliver drugs at the "right time, right place":
gold nanoparticles ("GNPs") to enable targeted delivery; Q-Sphera
polymer microspheres to enable sustained release ("SR") delivery;
and Nano Inclusion ("NI") to provide local delivery of
therapeutics, initially to the brain. Midatech Pharma US is the
Group's US commercial operation, with four cancer supportive care
products. The Group, listed on AIM: MTPH and Nasdaq: MTP, employs
approximately 100 staff in four countries.
The report from the Company's independent accounting firm BDO LLP,
in Reading, United Kingdom, the Company's auditor since 2014, on
the consolidated financial statements for the year ended Dec. 31,
2017, includes an explanatory paragraph stating that the Company
has suffered recurring losses from operations and has an
accumulated deficit that raise substantial doubt about its ability
to continue as a going concern.
Midatech reported a loss before tax of GBP17.32 million in 2017
following a loss before tax of GBP29.32 million in 2016. As of
Dec. 31, 2017, Midatech had GBP$49.22 million in total assets,
GBP14.54 million in total liabilities and GBP34.67 million in total
equity.
MINUTEMAN SPILL: Court Tosses Claims vs PA Attorney General
-----------------------------------------------------------
Defendants in the case captioned BRIAN J. BOLUS, KAREN BOLUS,
PRESTON BOLUS, and MINUTEMAN SPILL RESPONSE, INC., Plaintiffs. v.
AMY CARNICELLA, et al., Defendants, No. 4:15-CV-01062 (M.D. Pa.)
filed a motion for partial judgment on the pleadings. Upon
deliberation, District Judge Matthew W. Brann grants the motion in
part and denies it in part.
On Dec. 21, 2017, Plaintiffs filed an amended complaint against the
Pennsylvania Office of Attorney General (OAG), then attorney
general Kathleen Kane, deputy attorney general Amy Carnicella,
deputy attorney general Robert Stewart, and law enforcement
officers Richard Bosco, David Ellis, Christopher Antonucci, Paul
Zimmerer, and Pennsylvania's current Attorney General, Joshua
Shapiro.The amended complaint contains seven counts: (1) a civil
rights claim by Minuteman against all defendants; (2) a civil
rights claim by Brian, Karen, and Preston Bolus against all
defendants; (3) a malicious prosecution claim by Minuteman and
Brian Bolus against all defendants; (4) a false arrest and
detainment claim by Karen Bolus against all defendants; (5) an
assault claim by Karen Bolus against all defendants; (6) a battery
claim by Karen Bolus against all defendants; (7) a loss of
consortium claim by Brian Bolus against all defendants; and (8) a
loss of consortium claim by Karen Bolus against all defendants.
After Defendants answered the amended complaint, they filed the
instant Motion for Partial Judgment on the Pleadings.
The OAG argues that it is entitled to Eleventh Amendment immunity
from all of Plaintiffs' claims. Plaintiffs assert that the OAG
waived its sovereign immunity by filing a Proof of Claim against
Minuteman in the bankruptcy proceedings.
It is undisputed that Minuteman's bankruptcy proceedings have been
closed for some time, and that Minuteman's claim against the OAG
was assigned to Brian Bolus during those proceedings. Consequently,
the immunity waiver in 11 U.S.C. section 106(b) is inapplicable,
both because Minuteman's claim is no longer "property of the
estate" (as required by section 106(b)) and because this claim is
not being raised in a bankruptcy proceeding (a prerequisite under
section 103(a) for the application of section 106(b)). Therefore,
the OAG is entitled to Eleventh Amendment immunity, and all claims
against it are dismissed.
Ms. Carnicella and Mr. Stewart argue that they are entitled to
absolute immunity because the complained-of acts were all allegedly
committed while they were fulfilling their prosecutorial duties.
The United States Supreme Court has indicated that "absolute
immunity applies when a prosecutor prepares to initiate a judicial
proceeding or appears in court to present evidence in support of a
search warrant application." To the extent that Plaintiffs are
attempting to hold Defendants liable for conduct during or "in
preparation for" presentation of the case to the grand jury, or for
acts committed while obtaining the warrants used to seize the
Boluses' and Minuteman's property, Plaintiffs' claims will fail.
The Supreme Court, however, has also indicated that "absolute
immunity does not apply when a prosecutor gives advice to police
during a criminal investigation." Here, Plaintiffs have alleged
that Ms. Carnicella and Mr. Stewart "directed" the execution of the
warrants at issue. Although this allegation is fairly general and
unspecific, the Court can and must infer that Ms. Carnicella and
Mr. Stewart provided legal advice to law enforcement officials
during this stage of the ongoing criminal investigation.
Consequently, absolute immunity cannot be granted to Ms. Carnicella
and Mr. Stewart at this time. The defendants are, however, free to
raise this issue again at the summary judgment stage, after the
development of a factual record.
Defendants also argue that Plaintiffs' malicious prosecution claims
should be dismissed because the underlying criminal prosecutions
resulted in Minuteman's entry into Pennsylvania's ARD program. At
this stage of the proceeding, without the benefit of a factual
record, the Court cannot conduct the necessary inquiry. Therefore,
Defendants' motion to dismiss Plaintiffs' malicious prosecution
claims is denied.
In sum, all claims against the Pennsylvania Office of the Attorney
General and Attorney General Joshua Shapiro are dismissed, but all
other claims survive.
A full-text copy of the Court's Memorandum Opinion dated Sept. 14,
2018 is available at https://bit.ly/2InNlTu from Leagle.com.
Brian J. Bolus, Karen Bolus & Preston Bolus, Plaintiffs,
represented by Daniel D. Haggerty -- dhaggerty@khflaw.com -- Edward
T. Kang -- ekang@khflaw.com -- Kang Haggerty & Fetbroyt, LLC,
Gilbert B. Abramson, Abramson & Abramson, LLC & Kandis L. Kovalsky,
KANG HAGGERTY & FETBROYT LLC.
Minuteman Spill Response, Inc., Plaintiff, represented by Gilbert
B. Abramson, Abramson & Abramson, LLC, Jacob U. Ginsburg, Abramson
& Abramson, LLC &Kandis L. Kovalsky , KANG HAGGERTY & FETBROYT
LLC.
Amy Carnicella, Esquire, Robert B. Stewart, III, Esquire, Richard
M. Bosco, David A. Ellis, Christopher M. Antonucci, Kathleen G.
Kane, Attorney General of the Commonwealth of Pennsylvania, Paul
Zimmerer & Joshua Shapiro, Defendants, represented by Keli M. Neary
, Office of Attorney General & Lauren E. Sulcove , Office of the
Attorney General.
About Minuteman Spill Response, Inc.
Milton, Pennsylvania-based Minuteman Spill Response, Inc., sought
protection under Chapter 11 of the Bankruptcy Code on April 18,
2014 (Bankr. M.D. Pa., Case No. 14-01825). The case was assigned
to Judge John J. Thomas. The Debtor's counsel is Robert L Knupp,
Esq., at Smigel, Anderson & Sacks, LLP, in Harrisburg,
Pennsylvania.
MOONEY DEKALB: Unsecured Creditors to Get 0.046% Under Plan
-----------------------------------------------------------
Mooney DeKalb, Inc., formerly-doing-business-as Mike Mooney
Chevrolet-Pontiac-GMC-Cadillac, Inc., filed with the U.S.
Bankruptcy Court for the Northern District of Illinois, Western
Division, a first amended disclosure statement dated September 17,
2018, explaining its Chapter 11 liquidation plan.
The Disclosure Statement provides that the Class 2 Bifurcated Claim
of National Bank & Trust Company in the amount of $2,088,768, which
is impaired under the Plan, shall be treated as follows:
(a) The National Bank Claim shall be allowed as a secured claim
to the extent of the value of the National Bank Collateral in the
amount of $500 (as set forth in the Debtor's Schedules), and shall
be paid on the first business day following the Effective Date, or
the earliest date on which distributions under the Plan can be
made.
(b) The remaining balance of $2,088,268 on the bifurcated claim
of National Bank shall be treated as a Class 3 General Unsecured
Claim and will be paid pro rata along with other general unsecured
claims on the first business day following the Effective Date, or
the earliest date on which distributions under this Plan can be
made.
General unsecured claims shall be classified as Class 3 Claims and
are impaired under the Plan. Class 3 Claims will be paid at a pro
rata rate from available funds after the payment of the Class 1 and
Class 2 Claims upon the Effective Date of the Plan.
Pursuant to the Debtor's Schedules and the proofs of claim on file,
it is anticipated that Class 3 Claims will consist of 6 total
claimants, along with the unsecured portion of the bifurcated
National Bank claim. The total estimated amount of Class 3 Claims,
excluding National Bank, is $92,426.50. Including the bifurcated
National Bank claim, the total estimated amount of Class 3 Claims
is raised to $2,180,694.50.
The Debtor does not anticipate objecting to any proofs of claim
currently on file. However, it is anticipated that the Debtor will
need to request leave to file a further Amended Plan upon receiving
actual projected closing cost figures; a generalized closing costs
estimate projects that approximately $10,000 will be available to
disburse to Holders of Allowed Class 3 claims on the Effective
Date. This projection would result in a cumulative distribution of
approximately .046% on allowed Class 3 Claims. This distribution
would occur on the first business day following the Effective Date,
or the earliest date on which distributions under this Plan can be
made.
The Plan shall be funded from the sale proceeds of the Debtor's
real estate, which is anticipated to occur either shortly before or
concurrent with a hearing on confirmation of the Plan.
Upon the occurrence of the Effective Date, the Debtor will no
longer continue in business. Therefore, no post-confirmation
management will be appointed. To the limited extent required to
perform the actions permitted or required of the Debtor to
effectuate the provisions and goals of the Plan, however, the
Debtor's existing management shall be authorized under the Plan to
perform such actions Post-Confirmation through the date the
Bankruptcy Case is closed or dismissed. Under no circumstances
shall the Debtor or Debtor's management be permitted to take or
perform any actions not expressly or implicitly required to
effectuate the Plan.
The Court has set the hearing to determine approval of the
Disclosure Statement on October 17, 2018, at 11:00 A.M. Written
objections to the Disclosure Statement must be filed on or before
October 12.
A copy of the First Amended Disclosure Statement from
PacerMonitor.com is available at https://tinyurl.com/ybf7kvtq at no
charge.
About Mooney DeKalb
Mooney DeKalb, Inc., fdba Mike Mooney
Chevrolet,-Pontiac-GMC-Cadillac, Inc., fdba Mike Mooney
Chevrolet-Oldsmobile-Cadillac-Geo, Inc., fdba Mike Mooney
Chevrolet, GMC, Cadillac, Inc., fdba Mike Mooney, Inc., filed a
voluntary Chapter 11 petition (Bankr. N.D. Ill. Case No. 17-82260)
on September 27, 2017. The case is assigned to Judge Thomas M.
Lynch. The Debtor is represented by Darron M Burke, Esq., at
Barrick, Switzer, Long, Balsley & Van Evera, LLP, in Rockford,
Illinois.
At the time of filing, the Debtor had estimated assets of $0 to
$50,000 and estimated liabilities of $1 million to $10 million.
The petition was signed by Michael Mooney, president.
MORGAN AIR: U.S. Trustee Unable to Appoint Committee
----------------------------------------------------
No official committee of unsecured creditors has been appointed in
the Chapter 11 case of Morgan Air Conditioning, LLC, as of Sept.
25, according to a court docket.
About Morgan Air Conditioning
Morgan Air Conditioning, LLC, provides air conditioning repair
service in Florida.
Morgan Air Conditioning sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-07081) on Aug. 23,
2018. In the petition signed by Brainard Morgan, manager, the
Debtor estimated assets of less than $50,000 and liabilities of $1
million to $10 million. The Debtor tapped Buddy D. Ford, P.A., as
its legal counsel.
MULTIFLORA GREENHOUSES: US Trustee Unable to Appoint Austram Panel
------------------------------------------------------------------
No official committee of unsecured creditors has been appointed in
the Chapter 11 case of Austram, LLC as of Sept. 25, according to a
court docket.
Multiflora Greenhouses -- http://multifloragreenhouses.com-- is a
greenhouse grower and wholesaler based in Hillsborough, North
Carolina. Multiflora Greenhouses grows and distributes hundreds of
plant varieties as well as offers other products/services. The
Company offers bedding plants, annuals, perennials, poinsettias,
hanging baskets, vegetables, and herbs. The Company also sells
gardening products including: natural animal repellents, natural
plant food, nutrient-rich soil, handmade coco baskets, coco liners,
decorative watering cans, garden decor, and flower essences.
Austram, LLC, is engaged in the manufacturing of clay products and
refractories.
Multiflora Greenhouses (Bankr. M.D. N.C. Case No. 18-80691) and
Austram (Bankr. M.D. N.C. Case No. 18-80693) filed for Chapter 11
bankruptcy protection on Sept. 24, 2018. The petitions were signed
by Richard Mason, president.
Judge Benjamin A. Kahn presides over the cases. James C. White,
Esq., at Parry Tyndall White serves as the Debtors' bankruptcy
counsel.
Multiflora listed assets and liabilities of between $1 million and
$10 million each.
Austram listed assets and liabilities of up to $50,000 each.
NATIVE SON: Taps Melody Genson as Bankruptcy Attorney
-----------------------------------------------------
Native Son Landscaping, LLC, seeks approval from the U.S.
Bankruptcy Court for the Middle District of Florida to hire Melody
Genson, Esq., as its bankruptcy attorney.
Ms. Genson will advise the Debtor regarding its duties under the
Bankruptcy Code and will provide other legal services related to
its Chapter 11 case.
The Debtor paid a retainer in the sum of $15,000 to Ms. Genson who
charges an hourly fee of $400.
Ms. Genson disclosed in a court filing that she is "disinterested"
as defined in section 101(14) of the Bankruptcy Code.
Ms. Genson maintains an office at:
Melody D. Genson, Esq.
2750 Ringling Blvd., Suite 3
Sarasota, FL 34237
Phone: (941) 365-5870
Fax: (941) 365-5872
About Native Son Landscaping
Native Son Landscaping, LLC sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-07968) on
September 20, 2018. At the time of the filing, the Debtor
estimated assets of less than $500,000 and liabilities of less than
$500,000.
NORTHSTAR OFFSHORE: Court Dismisses Peregrine's Counterclaims
-------------------------------------------------------------
In the case captioned NORTHSTAR OFFSHORE GROUP, LLC, Plaintiff(s),
v. PEREGRINE OIL & GAS LP, et al, Defendant(s), Adversary No.
17-03448 (Bankr. S.D. Tex.), Bankruptcy Judge Marvin Isgur granted
Northstar Offshore Group, LLC's motion to dismiss Peregrine Oil and
Gas, LP's counterclaims for tortious interference with prospective
and existing contracts as well as Peregrine Oil and Gas II, LLC's
claims for breach of contract of the Offshore Operating Agreement.
Northstar initiated an adversary proceeding to collect unpaid debts
it claims are owed under Production Handling Agreements with
Peregrine and Peregrine II.
In response, Peregrine filed counterclaims against Northstar
alleging tortious interference with existing contracts and
prospective business relationships. Peregrine II also filed
counterclaims against Northstar asserting that Northstar breached
the Offshore Operating Agreement between the parties.
Northstar filed a motion to dismiss Peregrine and Peregrine II's
counterclaims, alleging that, under Federal Rule of Civil Procedure
12(b)(6), both Peregrine and Peregrine II's counterclaims fail to
state a claim upon which relief may be granted.
The theory of recoupment allows a defendant to reduce liability on
a claim by "asserting a claim against the plaintiff which arose out
of the same transaction." On the other hand, setoff involves a
defendant's claims against a plaintiff that arise out of a separate
transaction from the plaintiff's claim against the defendant. Given
the difference in how these claims arise, courts have viewed
recoupment as an equitable remedy that is unbound by the
restrictions on setoff that arise from the claims allowance
process.
As a result, if Peregrine and Peregrine II's counterclaims arise
from recoupment, they would potentially be allowed even absent the
proper filing of a proof of claim. Conversely, if they arise from a
setoff, they are subject to restrictions imposed by the claims
allowance process.
After a careful review of the facts and arguments presented, the
Court finds that the counterclaims filed by both Peregrine and
Peregrine II fail to meet the Fifth Circuit's narrow standard for
recoupment. Similarly, the claims fail to meet the Bankruptcy
Code's standards for a valid setoff under 11 U.S.C. section 553(a).
Because these claims are barred under Northstar's confirmed plan of
liquidation, Northstar's motion to dismiss is granted. The Court
reserves judgment on Northstar's remaining arguments regarding
whether tortious interference may exist under the PHA and whether
Peregrine II could be injured by Northstar's invoice.
A full-text copy of the Court's Memorandum Opinion dated Sept. 14,
2018 is available at https://bit.ly/2N7vi4u from Leagle.com.
Northstar Offshore Group, LLC, Plaintiff, represented by Robert L.
Green -- rlgreen@winston.com -- Winston Strawn LLP, Carrie V.
Hardman -- cvhardman@winston.com -- Winston Strawn LLP & Katherine
A. Preston -- kapreston@winston.com -- Winston Strawn.
Peregrine Oil & Gas LP & Peregrine Oil & Gas II, LLC, Defendants,
represented by Jessica J. Crawford -- jcrawford@jonesgill.com --
Jones Gill LLP & Michael Duane Jones -- mjones@jonesgill.com --
Jones Gill LLP.
Peregrine Oil & Gas II, LLC & Peregrine Oil & Gas LP,
Counter-Claimants, represented by Jessica J. Crawford, Jones Gill
LLP & Michael Duane Jones, Jones Gill LLP.
About Northstar Offshore Group
Northstar Offshore Group, LLC, is an independent oil and gas
exploration and production company that focuses on acquisition and
recompletion, development drilling, and low-risk exploration in the
waters of the Gulf of Mexico.
Three creditors filed an involuntary Chapter 11 petition against
Northstar Offshore Group on Aug. 12, 2016. The petitioning
creditors are Montco Oilfield Contractors, LLC, Alliance Offshore,
LLC, and Alliance Energy Services, LLC. The creditors are
represented by DLA Piper (US) LLP.
On Dec. 2, 2016, the Debtor agreed to convert the involuntary case
to a voluntary case by filing a voluntary Chapter 11 petition
(Bankr. S.D. Tex. Case No. 16-34028). Lydia T. Protopapas, Esq.,
at Winston & Strawn LLP serves as the Debtor's legal counsel.
On Dec. 19, 2016, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The committee hired DLA
Piper LLP as legal counsel, and FTI Consulting, Inc., as financial
advisor.
NOVABAY PHARMACEUTICALS: CFO McGovern Gets Interim CEO Position
---------------------------------------------------------------
Jack McGovern has been named interim chief executive officer of
NovaBay Pharmaceuticals, Inc., expanding his responsibilities as
chief financial officer to include overseeing daily operations.
Mark M. Sieczkarek, the Company's previous chief executive officer,
remains NovaBay's Chairman and will focus on strategic growth
opportunities that complement the Company's continued organic
growth.
"These leadership changes support the strategy of achieving
profitable growth while actively seeking opportunities to broaden
our commercial product offering," said McGovern. "NovaBay's
expanded sales organization is performing well as we target Avenova
high prescribers with the goal of increasing the number of
prescriptions per physician. Executing on this strategy requires a
disciplined, efficient deployment of resources with hands-on
oversight. We are focused on enhancing value for our shareholders
and are increasingly optimistic about returning to double-digit
sales and unit growth in 2019.
"We have developed a strong organizational infrastructure and
implemented the key metrics that are critical to driving business
success," added McGovern. "Of utmost importance is the tremendous
opportunity in promoting Avenova as a proven product that addresses
the large, underserved conditions of blepharitis and bacterial dry
eye, which represents about 85% of the dry eye market."
Avenova is the only non-antibiotic commercial product with clinical
data proven to treat the underlying cause of blepharitis and
bacterial dry eye. Unlike traditional antibiotics, Avenova is safe
for chronic use because it does not give rise to bacterial
resistance.
"Business development is a priority as we identify commercial and
late-stage ophthalmic products to leverage our sales organization,"
said Sieczkarek. "This is a time-consuming process and my changing
role at NovaBay allows me to dedicate more attention to advancing
this important component of our strategy. I will continue to be
actively engaged with the leadership team to drive the Company's
future success. This new role will also allow me to focus on
ensuring we have sufficient financial resources to support our
organic growth, as well as any acquisitions should appropriate
opportunities arise."
McGovern joined NovaBay as chief financial officer in July 2017
with more than 30 years of experience in finance and operations.
Previously he was chief operating officer and CFO of Attainia,
Inc., a SaaS-based provider of planning solutions for the
healthcare industry sold to a private equity firm, and managing
partner at Northshore Management Partners, a consultancy with an
emphasis on financial capitalization, structuring and developing
operational scale. Earlier he was COO/CFO at Integrated
Biosystems, a venture-stage company in France; executive vice
president at Strategic Capital, Inc., a boutique investment bank
with a focus on M&A; and COO/CFO of Oliver-Allen Corp., a computer
leasing company. He began his career with KPMG after receiving a
BS in accounting from Chico State University. Mr. McGovern is a
licensed CPA in the State of California.
About NovaBay Pharmaceuticals
Based in Emeryville, California, NovaBay Pharmaceuticals --
http://www.novabay.com/-- is a medical device company
predominately focused on eye care. The Company is currently
focused primarily on commercializing Avenova, a prescription
product sold in the United States for cleansing and removing
foreign material including microorganisms and debris from skin
around the eye, including the eyelid.
Novabay reported a net loss and comprehensive loss of $7.40 million
in 2017, a net loss and comprehensive loss of $13.15 million in
2016, and a net loss and comprehensive loss of $18.97 million in
2015. As of June 30, 2018, Novabay had $11.70 million in total
assets, $4.27 million in total liabilities and $7.42 million in
total stockholders' equity.
ONEMAIN HOLDINGS: Moody's Affirms B1 CFR & Alters Outlook to Pos.
-----------------------------------------------------------------
Moody's Investors Service affirmed OneMain Holdings, Inc.'s
corporate family rating and Springleaf Finance Corporation's senior
unsecured debt rating at B1, and revised the outlook on the ratings
to positive from stable.
Affirmations:
Issuer: OneMain Holdings, Inc.
Corporate Family Rating, Affirmed B1, Positive From Stable
Senior Unsecured Shelf, Affirmed (P)B3
Subordinate Shelf, Affirmed (P)Caa1
Junior Subordinate Shelf, Affirmed (P)Caa2
Issuer: Springleaf Finance Corporation
Issuer Rating, Affirmed B1, Positive From Stable
Senior Unsecured Regular Bond/Debenture, Affirmed B1, Positive
From Stable
Senior Unsecured Medium-Term Note Program, Affirmed (P)B1
Senior Unsecured Shelf, Affirmed (P)B1
Subordinate Shelf, Affirmed (P)B2
Junior Subordinate Shelf, Affirmed (P)B3
Issuer: AGFC Capital Trust I
Preferred Stock, Affirmed B3 (hyb), Positive From Stable
Outlook Actions:
Issuer: OneMain Holdings, Inc.
Outlook, Changed To Positive From Stable
Issuer: Springleaf Finance Corporation
Outlook, Changed To Positive From Stable
Issuer: AGFC Capital Trust I
Outlook, Changed To Positive From Stable
RATINGS RATIONALE
The revision of the outlook to positive from stable reflects the
company's strong financial performance -- its solid profitability,
continued deleveraging, and improvement to its liquidity and
funding profile.
OneMain Holdings' capitalization, measured as tangible common
equity to tangible assets, improved to 9.3% at 30 June 2018 from
8.1% at year-end 2017. Moody's expects the company to continue to
build its capital through earnings retention and achieve tangible
capitalization of 10% by the end of 2018.
In the first half of 2018, OneMain Holdings generated $131 million
of earnings, which translated into an annualized return on average
total assets (ROA) of 1%. Adjusted for a one-time, non-cash
incentive compensation expense of $106 million, which was non-tax
deductible, OneMain's after-tax return was 2%. Moody's expects the
company to generate ROA of at least 2% going forward.
OneMain Holdings has continued to strengthen its liquidity and
funding profile by prepaying and further laddering debt maturities,
as well as by increasing the availability under its credit
facilities and extending their maturities. As of 30 June 2018, the
company had $5.4 billion of undrawn conduit capacity and
approximately $6.2 billion of unencumbered consumer loans, which
translates into a borrowing capacity of approximately $5 billion.
OneMain Holdings' corporate family rating could be upgraded if the
company 1) continues its progress toward de-leveraging through
earnings retention by achieving a ratio of tangible common equity
to tangible managed assets in excess of 10%; 2) demonstrates
consistently strong earnings with an average annual return on
assets of at least 2%; 3) continues to maintain a strong liquidity
profile with ample availability under its warehouse facilities and
balanced debt maturities; and 4) demonstrates conservative
financial policy.
OneMain Holdings' outlook could be revised to stable if its future
earnings prove to be weaker than anticipated, which would delay
further deleveraging. OneMain Holdings' corporate family rating
could be downgraded if its financial performance meaningfully
deteriorates, resulting in financial losses and equity erosion. The
corporate family rating could also be downgraded if the company
decides to pursue an aggressive financial policy through capital
distributions or increased leverage, which would reduce its
tangible common equity to less than 8% of managed assets, or if it
demonstrates an increase in risk appetite, as evidenced by large
acquisitions or loosened underwriting criteria.
PENINSULA AIRWAYS: Trustee Proposes Sale of All Assets to PenAir
----------------------------------------------------------------
Gerard A. McHale, Jr., the Chapter 11 Trustee of Peninsula Airways
Inc., doing business as Penair, asks the U.S. Bankruptcy Court for
the District of Alaska to authorize the sale of substantially all
assets to PenAir Acquisition, LLC, subject to overbid.
Since his appointment, the Trustee has moved quickly to assess the
Debtor's financial circumstances and determine a path forward.
After considering all other available alternatives, and after
consulting with his counsel, the Trustee determined that a 363 sale
of the Debtor's assets is the most prudent step. As part of the
sale process, certain executory contracts and unexpired leases will
be assumed and assigned to the successful bidder for the Debtor's
assets. The Trustee has already filed a separate motion to approve
bid procedures which incorporates the deadline for objections to
cure amounts. The Bid Procedures Motion was granted by the Court
at the hearing on Aug. 29, 2018, and such ruling is set forth in
the Court's Order dated Aug. 31, 2018.
The Bid Procedures Order sets forth the schedule of deadlines
relating to the sale of the Debtor's assets and identifies Debello
Investors, LLC's designee, PenAir Acquisition, LLC, as the Stalking
Horse Bidder. The Trustee has filed a separate Amended Motion for
Entry of an Order (A) Authorizing the Assumption and Assignment of
Executory Contracts and Unexpired Leases, (B) Approving Cure
Amounts, and (C) Granting Related Relief in accordance with the
Court's Order dated Aug. 31, 2018, which establishes the schedule
relating to the assumption and assignment of executory contracts
and unexpired leases and the approval of cure amounts. Such motion
has been set for final hearing on Oct. 5, 2018. at 1:00 p.m., the
same date and time reserved for the Sale Hearing.
Consistent with the Court's directives, the Trustee previously
indicated that he would be filing a separate motion to approve the
sale of the Debtor's assets free and clear of any and all liens,
claims and encumbrances pursuant. The Motion is that separate sale
motion.
Through the Sale Motion, the Trustee asks the entry of the Sale
Order at the same time as the approval of the assumption and
assignment of certain executory contracts and unexpired leases to
the Successful Bidder at the Auction to be conducted on Oct. 3,
2018. Consistent with the Bid Procedures Order, he intends to
enter into an Asset Purchase Agreement with the Stalking Horse
Bidder.
Pursuant to the Bid Procedures Order, the Trustee will qualify
competing bidders and conduct and Auction on Oct. 3, 2018.
Notwithstanding the Asset Purchase Agreement with the Stalking
Horse Bidder, he will ask authority to sell the Debtor's assets to
the Successful Bidder at the Auction. He strongly recommends that
Bidders include the following information in their Bids and be
prepared to deal with these issues at the Auction on Oct. 3. 2018:
a. the number or percentage of employees to be retained by
the Bidder and whether the Bidder will be assuming any benefits in
favor of the employees, including PTO, sick leave and health
insurance;
b. the specific aircraft to be acquired and/or the aircraft
leases to be assumed and any conditions to such assumption;
c. the specific office, hangar and facility leases to be
assumed and any conditions to such assumption;
d. the specific routes to be continued by the Bidder and
whether any interruption in service to any locations will be
interrupted or terminated; and
e. the Bidder's plans for funding operations for the period
following the Sale Hearing on Oct. 5, 2018, until the issuance of
FAA/DOT authorization and the ultimate Closing.
The Trustee submits that the sale process under the Bid Procedures
will generate the highest and best offer for the Acquired Assets,
and will provide a greater recovery for the Debtor's estate than
would be provided by any other available alternative. His
determination to sell the Acquired Assets through a competitive
bidding process as provided for in the Bid Procedures is a valid
and sound exercise of the Chapter 11 Trustee's business judgment.
The Trustee asks that the Court approves the sale of the Acquired
Assets free and clear of all liens, claims, and encumbrances.
The following creditors have filed secured proofs of claim in the
case: (i) IRS - $2,110,606; (ii) Municipality of Anchorage -
$24,251; (iii) First National Bank of Alaska - $1,43 6,343; (iv)
Cisco Systems Capital Corp. - $103,067; (v) Saab Defense and
Security USA, LLC - $349,920; (vi) RIM, doing business as Alaska
Archives - $9,652; (viii) Haun Welding Supply Inc. - $1,888; (ix)
Somerset Capital Group, Ltd. - $55,896; (x) Piedmont Propulsion
Systems, LLC - $51,111; (xi) Great American Financial Services
Corp. - $13,436; (xii) AeroCentury Corp. - $30,000; (xiii) Turbo
Lease, LLC unliquidated; and (xiv) Port of Portland - $120,242.
During the chapter 11 case, the Court approved a DIP Credit
Agreement in favor of Wexford. The Wexford DIP loan satisfied the
primary secured claim of FNBA, but FNBA continues to assert a
secured claim on certain collateral. At this time, it is unknown
whether the proceeds of sale will be sufficient to pay all valid
liens and encumbrances claimed against the Debtor's assets.
Depending on the outcome of the Auction, it is possible that all
liens and encumbrances will not be paid from the sale proceeds. In
any event, as previously stated, the sale of the Debtor's assets is
absolutely necessary on an expedited basis so that the business may
continue. All interests in the assets being sold free and clear of
liens and encumbrances will attach to the proceeds of sale.
An expeditious closing of a sale is necessary and appropriate to
maximize value for the estate. Accordingly, the Trustee asks that
the Court waives the 14-day stay period under Bankruptcy Rules
6004(h).
A hearing on the Motion is set for Oct. 5, 2018 at 1:00 p.m. The
objection deadline is Oct. 4, 2018 at 4:00 p.m.
About Peninsula Airways
Founded in 1955 by Orin Seybert in Pilot Point, Alaska, Peninsula
Airways, Inc., doing business as PenAir, is one of the oldest
family-owned airlines in the United States and is Alaska's second
largest commuter airline. Its main base is Ted Stevens Anchorage
International Airport, with other hubs located at Portland
International Airport in Oregon, Boston Logan International Airport
in Massachusetts and Denver International Airport in Colorado.
PenAir currently has a code sharing agreement in place with Alaska
Airlines with its flights operated in the state of Alaska as well
as all of its flights in the lower 48 states appearing in the
Alaska Airlines system timetable.
Peninsula Airways filed a Chapter 11 petition (Bankr. D. Alaska
Case No. 17-00282) on Aug. 6, 2017. In the petition signed by
Daniel P. Seybert, its president, the Debtor estimated assets and
liabilities ranging from $10 million to $50 million.
The case is assigned to Judge Gary Spraker.
Cabot C. Christianson, Esq., at the Law Offices of Cabot
Christianson, P.C., is serving as bankruptcy counsel to the Debtor.
Dawson Law Group, LLC, is the Debtor's special counsel.
The official committee of unsecured creditors formed in the case
retained Erik LeRoy, P.C., as counsel.
PJLRES7920 LLC: Taps Michael Tafoya as Bankruptcy Attorney
----------------------------------------------------------
PJLRES7920, LLC seeks approval from the U.S. Bankruptcy Court for
the District of Arizona to hire Michael Tafoya, Esq., as its
attorney.
Mr. Tafoya will advise the Debtor regarding its duties under the
Bankruptcy Code; help recover preferences and collect receivables;
represent the Debtor in adversary proceedings; and provide other
legal services related to its Chapter 11 case.
The hourly rates charged by the attorney and his firm are:
Michael Tafoya, Esq. $300
Associates $200 to $250
Law Clerks $75 to $100
Paralegals $90
Mr. Tafoya does not represent any interest adverse to the Debtor
and its estate, according to court filings.
The attorney can be reached through:
Michael G. Tafoya, Esq.
P.O. Box 930
Maricopa, AZ 85139
Phone: (520) 450-0537
Email: michael.tafoya@gmail.com
About PJLRES7920 LLC
PJLRES7920, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Ariz. Case No. 18-11505) on September
20, 2018. At the time of the filing, the Debtor estimated assets
of less than $500,000 and liabilities of less than $500,000.
PLAY BEVERAGES: Illinois Ct. Upholds Ruling in Favor of Playboy
---------------------------------------------------------------
The Appellate Court of Illinois affirmed the trial court's decision
ruling in favor of Playboy Enterprises International, Inc. in the
case captioned PLAY BEVERAGES, LLC, and CIRTRAN BEVERAGE
Corporation, Plaintiffs and Counterdefendants-Appellants, v.
PLAYBOY ENTERPRISES INTERNATIONAL, INC., Defendant and
Counterplaintiff-Appellee, No. 1-17-1850 (Ill. App.).
Plaintiffs, Play Beverages, LLC (PlayBev) and CirTran Beverage
Corporation brought a second-amended complaint against defendant,
Playboy Enterprises International, Inc. (Playboy) to recover
damages relating to Playboy's alleged breach of a license agreement
pursuant to which PlayBev was granted the exclusive right to
distribute the Playboy Energy Drink. Plaintiffs' causes of action
included breach of contract, breach of the implied covenant of good
faith and fair dealing, tortious interference with contract,
promissory estoppel, injunctive relief, and civil conspiracy.
Playboy brought several counterclaims against plaintiffs, including
breach of contract, trademark infringement, trademark dilution,
false advertising, violation of the Uniform Deceptive Trade
Practices Act, and violation of the Anti-Cybersquatting Consumer
Protection Act. The jury found in favor of Playboy on each of
plaintiffs' claims, and also returned a verdict in favor of Playboy
on its counterclaims and awarded it $6.6 million in damages for
trademark infringement and breach of contract. The trial court
subsequently denied plaintiffs' post-trial motions and granted
Playboy's motion for attorney fees and for treble damages.
On appeal, plaintiffs argue that the trial court erred by (1)
denying their request to interrupt the second day of jury
deliberations and question three jurors regarding their statement
to the court clerk the day before that they were "scared" of "the
men in the gallery;" and (2) admitting the video testimony of
witness, Lori Bodily, regarding threatening comments made to her by
Fadi Nora, a manager of PlayBev.
Plaintiffs contend that the abuse of discretion standard does not
apply here, though, because the trial court committed an error of
law by considering Rule 606(b) when denying their motion to
interrupt the deliberations and question the three jurors.
Plaintiffs argue that Rule 606(b), which prevents inquiry into the
jurors' subjective mental processes that occurred during
deliberations but allows for inquiry into any "extraneous
prejudicial information" or any "outside influence" that was
improperly brought to bear on any juror, expressly applies only to
postverdict inquiries, not, as here, to inquiries made of the
jurors prior to the rendering of a verdict. Plaintiffs contend that
the court improperly looked to Rule 606(b) for guidance in
determining whether and how to question the jurors during their
deliberations, and that in doing so, the court did not adequately
analyze and consider their motion.
The Court finds that the trial court's single recitation of Rule
606(b) did not interfere with or hamper its analysis of plaintiffs'
motion and did not constitute a reversible error of law.
Specifically, the Court’s review of the record shows that, during
the discussion of plaintiffs' motion to interrupt the second day of
jury deliberations to question the three jurors, the trial court
quoted Rule 606(b), after which plaintiffs immediately informed the
court that Rule 606(b) only applied to post-verdict inquiries. The
trial court responded: "Right." Plaintiffs then argued that the
court's analysis should center on whether there was evidence that
the deliberations of the three jurors had been influenced by their
fear of the men in the gallery and that the court should question
the jurors as to the basis for their fear so as to determine
whether their deliberations had been so influenced. In responding
to plaintiffs' argument, the trial court considered the absence of
any allegation or evidence that any of the men in the gallery had
contacted, spoken with, threatened, or even looked at the jurors,
and thus, the court determined that on this record, plaintiffs had
failed to make any showing that the deliberations of the jurors
were, in any way, affected or influenced by them.
Plaintiffs next argue that, even if the trial court made no
reversible error of law by citing Rule 606(b) during its analysis
here, the Appeals Court should still find that the court abused its
discretion by denying their motion to make an inquiry of the three
jurors to determine if they had become biased or incapable of
rendering a fair verdict.
The Court disagrees. The Supreme Court has held that not every
allegation of juror bias is sufficiently substantial or
sufficiently well substantiated to warrant inquiry, and that
sometimes "less is more" when it comes to judicial investigation
thereof. A trial court, in exercising its investigatory discretion,
must assess the particular circumstances before it to ascertain
whether questioning individual jurors might compound the problem by
drawing attention to it. The trial court may consider its own
observation of the jurors when determining whether to conduct an
inquiry.
A full-text copy of the Court's Opinion dated Sept. 14, 2018 is
available at https://bit.ly/2DulX7r from Leagle.com.
About Play Beverages
On April 26, 2011, three alleged creditors, LIB-MP Beverage, LLC,
George Denney, and Warner K. Depuy, filed an involuntary Chapter 7
petition against Play Beverages, LLC, a consolidated entity of the
Company, seeking its liquidation. On Aug. 12, 2011, the proceeding
was converted into a Chapter 11 reorganization proceeding (Bankr.
D. Utah Case No. 11-26046).
PMHC II: Moody's Lowers B3 Corp. Family Rating, Outlook Stable
--------------------------------------------------------------
Moody's Investors Service downgraded PMHC II, Inc.'s Corporate
Family Rating to B3 from B2, its Probability of Default Rating to
B3-PD from B2-PD, its first lien credit facility ratings to B3 from
B2 and its senior secured second lien term loan rating to Caa2 from
Caa1. The rating outlook is stable.
"PMHC's operating performance has been weaker than anticipated in
the first half of 2018, resulting in higher than expected leverage
and negative free cash flow. A ratings downgrade is appropriate
considering its leverage ratio will be about 7.5x at year end 2018
and it will produce negative free cash flow this year," said
Michael Corelli, Moody's Vice President -- Senior Credit Officer
and lead analyst for PMHC II.
Downgrades:
Issuer: PMHC II, Inc.
Probability of Default Rating, Downgraded to B3-PD from B2-PD
Corporate Family Rating, Downgraded to B3 from B2
Senior Secured Revolving Credit Facility, Downgraded to B3 (LGD3)
from B2 (LGD3)
Senior Secured 1st Lien Term Loan, Downgraded to B3 (LGD3) from B2
(LGD3)
Senior Secured 2nd Lien Term Loan, Downgraded to Caa2 (LGD5) from
Caa1 (LGD5)
Outlook Actions
Issuer: PMHC II, Inc.
Outlook, Remained Stable
RATINGS RATIONALE
PMHC's B3 corporate family rating reflects its relatively small
size versus other higher rated companies in the chemicals sector,
as well as its significant exposure to several cyclical sectors
including the construction, agriculture, oil & gas, automotive and
appliance end markets. The rating also incorporates its high
financial leverage and the likelihood it will continue to pursue
acquisitive growth based on its track record of debt financed
acquisitions, which could limit future deleveraging. The rating is
also constrained by the lack of operating history with Prince
International Corporation and Prince Erachem International
Corporation as a combined entity.
These factors are somewhat balanced by the company's strong
position in niche markets and the value added services it provides,
which has enabled it to historically generate above average profit
margins and returns. The rating is also supported by its good end
market diversity, somewhat limited customer concentration, its
long-term relationships with large and well-established customers
and suppliers and the diverse mix of products manufactured and
distributed by the company. PMHC also has relatively low capital
expenditure requirements, which should enable it to generate free
cash flow. However, cash flow can be negative during periods of
rising material costs or improved demand due to investments in
working capital.
PMHC's operating performance has been weaker than expected in 2018
in its Electronics and Specialties segment driven by softer demand
for alkaline battery chemicals due to inventory destocking,
competitive market conditions, and higher raw material costs. As a
result, its first half EBITDA has declined by about 20% versus last
year and its operating results will remain materially lower than
previously expected in the second half of 2018 despite good demand
from most of its end markets due to synchronized worldwide economic
growth and the significant recovery in US oil & gas drilling
activity. Moody's expects the company to produce adjusted EBITDA in
the range of $90 million - $95 million in 2018 including Moody's
standard adjustments. That should result in the company having an
adjusted leverage ratio (Debt/EBITDA) in the range of 7.0-7.5x, and
a ratio of retained cash flow to outstanding debt of only about 5%.
It could achieve materially improved operating results in 2019 if
battery inventories in the supply chain normalize or raw material
costs decline, and it should benefit from cost cutting initiatives
as well. However, Moody's expects its leverage ratio to remain
above 6.0x and to be somewhat weak for the B3 corporate family
rating. Its rating is supported by its ample interest coverage
(EBITDA/Interest Expense) of about 2.0x and its above average
profit margins and return on assets.
PMHC is expected to maintain good liquidity and has no meaningful
debt maturities prior to the maturity date of its revolver in 2023.
The company is expected to maintain a cash balance of at least $20
million and ample availability under its $85 million revolver. It
had $22 million of outstanding borrowings as of June 2018 due to
negative free cash flow in the first half of the year due to the
weak operating performance and the funding of acquisition related
costs. Moody's expects the company to generate positive free cash
flow during the remainder of 2018 since it has relatively low
capital spending requirements and should benefit from improved
operating results and the timing of raw material purchases.
However, full year free cash flow will remain negative.
The stable ratings outlook presumes the company's operating results
will moderately improve over the next 12 to 18 months and result in
credit and profitability metrics that support its rating.
PMHC's ratings could be upgraded if the company achieves a material
improvement in its operating results while sustaining strong
profitability metrics, a leverage ratio below 5.5x and a good
liquidity position.
Negative rating pressure could develop if the company produces
weaker than expected operating results or pursues debt financed
acquisitions that result in weaker than expected credit metrics.
The leverage ratio remaining above 6.5x or the interest coverage
ratio persisting below 1.5x could lead to a downgrade. A
significant reduction in borrowing availability or liquidity could
also result in a downgrade.
The principal methodology used in these ratings was Chemical
Industry published in January 2018.
PMHC II, Inc. is a manufacturer of customized, value-added,
mineral-based specialty additives with a focus on manganese,
chromium, iron oxide, lithium, cobalt and zircon based products.
The company serves a wide range of end markets including
electronics, construction, agriculture, consumer, oil & gas, brick
& tile and the automotive sector. The company reports its revenues
in three business segments: Performance Materials, Coatings &
Colorants, and Electronics & Specialties. It produced pro forma
revenues of about $600 million during the twelve months ended
December 31, 2017 with about 61% generated in North America, 22% in
Europe, Middle East and Africa, 13% in Asia Pacific and 4% in Latin
America. PMHC II, Inc. is majority owned by American Securities.
PON GROUP: Taps Bauch & Michaels as Legal Counsel
-------------------------------------------------
Pon Group, LLC seeks approval from the U.S. Bankruptcy Court for
the Northern District of Illinois to hire Bauch & Michaels, LLC, as
its legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; assist in the sale of its property or the
refinancing of claims secured by its assets; prosecute actions to
protect its bankruptcy estate; and provide other legal services
related to its Chapter 11 case.
Bauch & Michaels' hourly rates range from $240 to $400 for partners
and attorneys of counsel, $150 to $195 for associates, and $60 to
$125 for paralegals.
The principal attorneys who will be handling the case are:
Paul Bauch $400
Kenneth Michaels Jr. $375
Carolina Sales $240
Bauch & Michaels is "disinterested" as defined in section 101(14)
of the Bankruptcy Code, according to court filings.
The firm can be reached through:
Paul M. Bauch, Esq.
Kenneth A. Michaels Jr., Esq.
Carolina Y. Sales, Esq.
Bauch & Michaels, LLC
53 W. Jackson Boulevard, Suite 1115
Chicago, IL 60604
Tel: (312) 588-5000
Email: pbauch@bauch-michaels.com
About Pon Group LLC
Pon Group, LLC is a lessor of real estate based in Bensenville,
Illinois.
Pon Group sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. N.D. Ill. Case No. 18-22505) on August 9, 2018. In the
petition signed by Ketty Pon, member and manager, the Debtor
estimated assets of $1 million to $10 million and liabilities of $1
million to $10 million.
Judge Benjamin A. Goldgar presides over the case.
PREFERRED C ARE: PCO Files Initial Report
-----------------------------------------
Patricia M. McGillan, Esq., the duly appointed Patient Care
Ombudsman in the case of Preferred Care, Inc., filed an initial
Patient Care Ombudsman Report pursuant to 11 U.S.C. Section
333(b)(2).
The PCO states, "Most facilities had experienced Administrators and
Directors of Nursing (DON). Buildings were generally maintained
adequately, but some had significant cleanliness issues. These
were referred to Preferred Care staff for resolution; often they
were self-identified and were working to address them. However,
there were some notable concerns, including:
* inconsistent availability of supplies for personal and
incontinence care, such as linens and wipes;
* dirty showers, inconsistent availability of a shower at a time
the resident preferred and the help to get the shower;
* delayed response to call lights and excessive rudeness by some
staff;
* isolated examples of staff availability to administer pain
medication timely;
* isolated examples of food service issues, including inadequate
serving portions and/or excessive substitution of sandwiches and
cold meals at dinner;
* several examples where the Grievance/Concern process is not
effective. In these facilities, we noted issue breakdowns in the
process that potentially result in lack of response to resident
concerns, as evidenced by lack of documented grievances, failure to
investigate timely, and patterns of complaints that can indicate
ineffective resolution to the concerns.
* A few examples of low nursing or nursing assistant staffing,
especially on weekends.
* A few facilities with substantial survey deficiencies at the
immediate jeopardy level."
A full-text copy of the PCO's Initial report is available for free
at:
http://bankrupt.com/misc/txnb17-44642-952.pdf
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.
Patricia M. McGillan, Esq., was appointed Patient Care Ombudsman.
PREFERRED PROVIDERS: PCO Files 1st Report
-----------------------------------------
Deborah L. Fish, as patient ombudsman, filed a first report in the
Chapter 11 case of Preferred Providers Inc. on the status of the
quality of patient care, covering the period from August 21, 2018
to August 29, 2018.
The report is based upon a site visit which included an
introduction to all administrative staff followed by a meeting with
the management and management level clinical staff. The PCO
states, "The Debtor has maintained all of its services and is
delivering similar care to the same patient population as it did
pre-petition. The Debtor has not received any complaints from
Doctors or patients about the services provided, as such, there
were no historic or current complaints to review. The management
level staff believe that they provide the utmost quality of care to
their patients. Additionally, they provided examples of patients
where they fought on behalf of the patient for the continuation of
services necessary for the health and well-being of the patient.
Because the Debtor provides home health care, I was not able to
confirm the quality of such care given at this initial meeting. I
will file a motion to obtain access to patient charts after entry
of an order we will schedule in home visits with the consent of the
patients."
A copy of the PCO's First Report is available from PacerMonitor.com
at https://tinyurl.com/y7kvd84o at no charge.
About Preferred Providers
Preferred Providers, Inc., is a home healthcare agency that
operates patient homes and assisted living facilities.
Preferred Providers, based in Ann Arbor, Michigan, filed a Chapter
11 petition (Bankr. E.D. Mich. Case No. 18-51350) on Aug. 15, 2018.
In the petition signed by Ronald Cleland, president, the Debtor
disclosed $245,342 in assets and $1,321,999 in liabilities. The
Hon. Marci B. McIvor presides over the case. Todd M. Halbert,
Esq., serves as bankruptcy counsel.
REAGOR-DYKES MOTORS: KamKad Buying All Assets for $25 Million
-------------------------------------------------------------
Reagor-Dykes Motors, LP, and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Texas to authorize
the bidding procedures in connection with the sale of substantially
all their assets to KamKad Automotive Holdings, LLC for
$25,321,520, subject to overbid.
After considering available options within the context of the
current status of their operations, the Debtors determined in their
business judgment to conduct a competitive bid-and-sale process for
the orderly sale of all or substantially all of their assets, and
transition of the Dealerships to a new ownership group. After
extensive and arms-length negotiations, the Debtors negotiated a
LOI to sell the Assets and transition the Dealerships to KamKad
pursuant to preliminary terms and conditions identified in the
LOI.
The terms and conditions identified in the LOI and the
to-be-finalized buy-sell agreement ("Stalking Horse APA") between
KamKad and the Debtors are subject to higher and better bids at an
auction. However, to induce KamKad to serve as the Stalking Horse
Bidder in the Court-approved sale process, the Debtors have agreed
to certain bid procedures and protections, including a break-up
fee. Under the Motion, the Debtors ask the Court's approval of the
sale procedures, sale, and bid protections as set forth.
Subject to the Court's approval, the Debtors hired John Thompson at
Elm Tree Advisors V, LLV as their investment banker and
strategic-alternative advisor. On Sept. 10, 2018, the Debtors
filed their Application for Authority to Employ Elm Tree Advisors V
LLC as Investment Bankers and Transaction Advisors. Elm Tree's
director, Mr. John Thompson, will manage the day-to-day operations
of the proposed sale process and report to BlackBriar on the same.
Any party interested in the proposed Sale process should contact
Elm Tree, c/o Mr. Thompson, at the following email address and
phone number: 512.423.1243, jthompson@elmfund.com, and Elm Tree
Advisors V, LLV, c/o John Thompson, 3112 Windsor Road, A-365,
Austin, Texas 78703.
In consideration for acting as the Stalking Horse Bidder and in
consideration of the extensive time and diligence costs incurred
and to be incurred by KamKad, the Debtors ask that the Court
approves the Overbid Protections, including the proposed break-up
fee of $750,000 (which is approximately 3% of the cash purchase
price as defined in the LOI), a minimum initial bid of $1 million
more than the consideration to be paid by KamKad under the LOI and
to-be-finalized Stalking Horse APA.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: 4:00 p.m. (CT) on Nov. 16, 2018
b. Initial Bid: An amount of total consideration that exceeds
the consideration offered by the Stalking Horse Bidder, plus the
Break-Up Fee and plus $250,000
c. Deposit: $1 million
d. Auction: 10:00 a.m. (CT) on Nov. 20, 2018, as the date on
which an auction for the Assets, if one is necessary, will commence
at the offices of Foley Gardere, 2021 McKinney Avenue, Suite 1600,
Dallas, TX 75201
e. Bid Increments: $100,000
f. Sale Hearing: Nov. 28, 2018,
g. Assumption and Assignment Notice Deadline: Oct. 24, 2018
h. Sale Objection Deadline: 4:00 p.m. (CT) on Nov. 21, 2018,
i. Objections to Cure Amounts: 4:00 p.m. (CT) on Nov. 21,
2018
j. Ford Motor Credit Co. ("FMCC") will be entitled to credit
bid, to the extent allowed by applicable law or any order of this
Court, provided that, if FMCC desires to credit bid its debt and is
the ultimate buyer of the Assets, FMCC must pay $750,000 of cash to
the Estates in addition to its credit bid to satisfy payment of the
Break-Up Fee to the Stalking Horse Bidder.
The sale will be free and clear of liens, claims, interests, and
encumbrances.
The Debtors ask the Court to authorize their assumption and
assignment of the Assigned Contracts to the Stalking Horse Bidder
or the Successful Buyer. Because they cannot obtain such
preservation and maximization without the assumption and assignment
of the Assigned Contracts, the assumption of these Assigned
Contracts is a sound exercise of the Debtors' business judgment.
The Debtors respectfully submit that it is in the best interest of
the Estates to close the Sale as soon as possible after all closing
conditions have been met or waived. Accordingly, they ask that the
Court eliminates the 14-day stay imposed by Bankruptcy Rules 6004
and 6006.
A copy of the Bidding Procedures and Stalking Horse APA attached to
the Motion is available for free at:
http://bankrupt.com/misc/Reagor-Dykes_Motors_230_Sales.pdf
Counsel for the Stalking Horse Bidder:
Gregory M. Wilkes, Esq.
NORTON ROSE FULBRIGHT US LLP
2200 Ross Avenue, Suite 3600
Dallas, TX 75201
Counsel for FMCC:
Duane M. Geck, Esq.
Donald H. Cram, Esq.
SEVERSON & WERSON
One Embarcadero Center, Suite 2600
San Francisco, CA 94111
About Reagor-Dykes Motors
Dykes Auto Group -- https://www.reagordykesautogroup.com/ -- is a
dealer of automobiles headquartered in Lubbock, Texas. The Company
offers new and used vehicles, automobile parts, and other related
accessories, as well as car financing, leasing, repair, and
maintenance services. Some of its new vehicles include brands like
Ford, Toyota, GMC, Cadillac, Chevrolet and Buick.
Reagor-Dykes Motors, LP, based in Lubbock, TX, and its
debtor-affiliates sought Chapter 11 protection (Bankr. N.D. Tex.
Lead Case No. 18-50214) on Aug. 1, 2018. In its petition, the
Debtors estimated $10 million to $50 million in both assets and
liabilities. The petition was signed by Bart Reagor, managing
member of Reagor Auto Mall I, LLC, general manager and Rick Dykes,
managing member of Reagor Auto Mall I, LLC, general partner.
The Hon. Robert L. Jones presides over the case.
David R. Langston, Esq., at Mullin Hoard & Brown, L.L.P., serves as
bankruptcy counsel. BlackBriar Advisors LLC personnel is serving
as CRO for the Debtor.
REJUVI LABORATORY: Case Summary & 16 Unsecured Creditors
--------------------------------------------------------
Debtor: Rejuvi Laboratory, Inc.
360 Swift Ave., Suite 38
South San Francisco, CA 94080
Business Description: Founded in 1988 by Dr. Wade Cheng, Rejuvi
Laboratory, Inc. -- http://www.rejuvilab.com
-- is an integrated cosmetic laboratory with
ongoing research, development and production
capability. Combining advanced
biochemistry, the latest dermatological
research, natural herbalogy and modern
cosmetic chemistry, Rejuvi Laboratory
provides a unique synergistic approach in
the world of cosmetics and produces
advanced skin body and hair rejuvenation
products.
Chapter 11 Petition Date: September 27, 2018
Court: United States Bankruptcy Court
Northern District of California (San Francisco)
Case No.: 18-31069
Judge: Hon. Dennis Montali
Debtor's Counsel: Stephen D. Finestone, Esq.
FINESTONE HAYES LLP
456 Montgomery St. 20th Fl.
San Francisco, CA 94104
Tel: (415) 421-2624
E-mail: sfinestone@fhlawllp.com
Total Assets: $2,870,211
Total Liabilities: $1,357,213
The petition was signed by Wei Cheng, president.
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/canb18-31069.pdf
RENATO'S GRILL: Exclusive Plan Filing Period Extended Thru Dec. 4
-----------------------------------------------------------------
The Hon. Mindy A. Mora of the U.S. Bankruptcy Court for the
Southern District of Florida, at the behest of Renato's Grill,
Inc., has extended the Debtor's exclusive period to file a plan of
reorganization through and including December 4, 2018, and if the
Debtor files a plan of reorganization on or before said date, then
Debtor will continue to have the exclusive right to obtain
acceptances of any such filed plan through and including 60 days
through February 4, 2019.
As reported by the Troubled Company Reporter on Sept. 11, 2018, the
Debtor sough for 60-day extension of the exclusivity deadline so
that all claims be filed prior to Debtors being required to propose
a Plan of Reorganization. The deadline for creditors in this case
to file proofs of claims is August 21, 2018 and the deadline for
governmental claims to be filed October 9, 2018.
About Renato's Grill
Renato's Grill, Inc., filed a Chapter 11 petition (Bankr. S.D. Fla.
Case No. 18-14119) on April 9, 2018. In the petition signed by
Giuseppina Maira, vice-president, the Debtor estimated assets of
less than $50,000 and liabilities of less than $1 million. Craig
I. Kelley, Esq., at Kelley & Fulton, PL, serves as counsel to the
Debtor.
RENNOVA HEALTH: H&C Replaced Green & Co. as Accountants
-------------------------------------------------------
Rennova Health, Inc. was informed by Green & Company, CPAs, its
prior independent registered public accounting firm, that Haynie &
Company acquired certain assets of Green & Co. As a result of the
acquisition, on Sept. 24, 2018, Green & Co. resigned as the
independent public accounting firm of the Company.
The Company engaged H&C to serve as its independent registered
public accounting firm for the year ending Dec. 31, 2018. The
engagement of H&C was approved by the Company's Audit Committee.
The reports of Green & Co. on the Company's financial statements
for the two most recent fiscal years did not contain an adverse
opinion or a disclaimer of opinion and were not qualified or
modified as to uncertainty, audit scope, or accounting principles,
except that the report for each of the years ended Dec. 31, 2017
and Dec. 31, 2016 contained a going concern explanatory paragraph.
During the Company's two most recent fiscal years and through Sept.
24, 2018, neither the Company nor anyone acting on its behalf
consulted with H&C regarding either (i) the application of
accounting principles to a specified transaction, either completed
or proposed, or the type of audit opinion that might be rendered on
the Company's financial statements, and neither a written report
nor oral advice was provided to the Company that H&C concluded was
an important factor considered by the Company in reaching a
decision as to the accounting, auditing or financial reporting
issue, or (ii) any matter that was either the subject of a
disagreement.
About Rennova Health
Rennova Health, Inc. -- http://www.rennovahealth.com/-- owns and
operates two rural hospitals in Tennessee and provides diagnostics
and supportive software solutions to healthcare providers,
delivering an efficient, effective patient experience and superior
clinical outcomes.
Rennova Health reported a net loss attributable to common
shareholders of $108.5 million for the year ended Dec. 31, 2017,
compared to a net loss attributable to common shareholders of
$32.61 million for the year ended Dec. 31, 2016.
As of June 30, 2018, the Company had $16.24 million in total
assets, $138.32 million in total liabilities, $5.83 million in
redeemable preferred stock I-1, $2.03 million in redeemable
preferred stock I-2, and a total stockholders' deficit of $129.9
million.
The report from the Company's independent accounting firm Green &
Company, CPAs, in Tampa, Florida, the Company's auditor since 2015,
on the consolidated financial statements for the year ended Dec.
31, 2017, includes an explanatory paragraph stating that the
Company has significant net losses, cash flow deficiencies,
negative working capital and accumulated deficit. These conditions
raise substantial doubt about the company's ability to continue as
a going concern.
REVOLUTION MONITORING: Case Summary & 20 Top Unsecured Creditors
----------------------------------------------------------------
Debtor: Revolution Monitoring, LLC
6437 Southport
Dallas, TX 75248
Business Description: Revolution Monitoring is a healthcare
services provider in Dallas, Texas.
Chapter 11 Petition Date: September 27, 2018
Court: United States Bankruptcy Court
Eastern District of Texas (Sherman)
Case No.: 18-42152
Debtor's Counsel: Eric A. Liepins, Esq.
ERIC A. LIEPINS
12770 Coit Road, Suite 1100
Dallas, TX 75251
Tel: (972) 991-5591
E-mail: eric@ealpc.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Jeremiah Titus Vance, president.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/txeb18-42152.pdf
List of Debtor's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Argos $80,500
Chase Ink Card $60,452
Integrity Billing Holdings $295,032
Integrity Medical Management $144,880
Jason Fanselau $78,031
JTVanceCNIM $377,633
6437 Southpoint Dr
Dallas, Tx 75249
Julia Griffin $700,000
5606 Goodwin Ave
Dallas, TX 75206
MBCIOM - Current Diagnostic $27,860
Mitchell Thomas Mitchel $18,300
Munck Wilson Mandala Marcie $82,745
O'Neil Wysocki $26,071
Richard Pantera $46,750
Peter Whaley $49,750
RTNA $68,705
Schwabe Fred Smith $229,129
Texas Legal Escrow $1,000,000
c/o Bill Camp
8445 Freeport
Parkway, Suite 150
Irving, TX 75063
USMON $10,178
West $29,000
320 South R L
Thornton Freeway
Ste 300
Dallas, Tx 75203
Joel Wolinsky $28,000
World Global $202,705
Cap/Cardinal
Funding MCA
RH BBQ INC: Trustee Selling Rowland Heights Business for $585K
--------------------------------------------------------------
Timothy Yoo, the Chapter 11 trustee for RH BBQ, Inc., asks the U.S.
Bankruptcy Court for the Central District of California to
authorize the bidding procedures in connection with the sale of
their rights in and to the business being operated as "Red Castle
3," located at 18311 E. Colima Rd. Suite A, Rowland Heights,
California, including the Estate's liquor license, all inventory,
machinery, equipment, fixtures, furniture and other personal
property situated at the Business to Kool Corner, Inc. for
$580,000, subject to overbid.
A hearing on the Motion is set for Oct. 3, 2018 at 10:00 a.m.
The offer from the Buyer to purchase the Estate's Property, all in
"as is, where is" condition, with no representation or warranty,
but free and clear of all liens and interests, is an all-cash offer
for the sum of $580,000. The Buyer has made a $20,000 deposit
towards the Purchase Price, and the balance of the Purchase Price
will be due at closing. There are no contingencies to the sale
other than the entry of an order approving this Motion authorizing
the sale of the Property free and clear of all liens and claims and
the assumption and assignment of the Lease, and approval of the
transfer of the Business liquor license from the Debtor to the
Buyer (or winning overbidder) by the Alcohol and Beverage Control
("ABC").
The closing is to occur immediately upon approval of the transfer
of the liquor license from the Debtor to the Buyer (or winning
overbidder) by the ABC. The deposit is non-refundable and
forfeited to the Estate if the Buyer (or winning overbidder) is
deemed to be the winning bidder for the Property and fails to
timely consummate the sale of the Property for any reason other
than the dis-approval of the transfer of the liquor license from
the Debtor to the Buyer (or winning overbidder) by the ABC despite
good faith, best efforts by the Buyer (or winning overbidder) to
obtain the transfer of the liquor license.
Pursuant to the Motion, the Trustee asks authority to sell the
Property to the Buyer, subject to overbid, and in accordance with
the terms and conditions set forth in the Business Purchase
Agreement and Joint Escrow Instructions, dated Aug. 9, 2018 and all
addendums, amendments and related agreements thereto ("BPA"). The
sale of the Property to the Buyer (or winning overbidder) will be
free and clear of all liens or interests, with such liens or
interests to attach to the proceeds of the sale to the same extent,
scope and priority as the pre-petition liens or interests.
The Trustee also asks Court approval of the Overbid Procedures
described in the Motion in connection with the proposed sale of the
Property, which the Trustee believes will maximize the price
ultimately obtained for the Property and still protect the Estate
from parties who may wish to bid on the Property but who are
ultimately unable to consummate a purchase of the Property.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: Not later than 12:00 p.m. (PT) on Sept. 28,
2018
b. Initial Bid: $585,000
c. Deposit: $20,000
d. Auction: The Auction will be conducted by the Trustee at
the time of the hearing on the Motion.
e. Bid Increments: $5,000
Since the Estate's interest in and to the real property lease is a
critical component of the proposed sale of the Property, pursuant
to the Motion, the Trustee also asks the entry of a Court order
approving the assumption and assignment of the Lease to the Buyer
or a successful overbidder (and, to that end, establishing the Cure
Amount required to be paid by the Trustee to assume the Lease at
zero).
The Trustee asks that the 14-day stay periods provided by
Bankruptcy Rules 6004(h) and 6006(d) be waived to facilitate the
closing of the sale of the Property as soon as possible after the
entry of an order granting the Motion.
Finally, he asks authority, but not the obligation, to pay the
allowed and undisputed portion of the secured claim asserted by
Hana Small Business Lending, Inc. which asserts a first-priority
security interest and lien upon the Property from the proceeds of
the sale of the Property. Other than the foregoing, no other
disbursements of the sale proceeds will be made absent further
order of the Court. All liens and interests of the creditors
(including as to the disputed portion of Hana's claim) will attach
to the proceeds of the sale.
A copy of the Lease and the BPA attached to the Motion is available
for free at:
http://bankrupt.com/misc/RH_BBQ_157_Sales.pdf
About RH BBQ Inc.
RH BBQ, Inc., doing business as Red Castle 3, is a privately-held
company in Rowland Heights, California, that operates a Korean
barbecue restaurant.
RH BBQ, Inc., based in Rowland Heights, CA, filed a Chapter 11
petition (Bankr. C.D. Cal. Case No. 18-11469) on Feb. 9, 2018. In
the petition signed by Young Keun Park, president, the Debtor
estimated $1 million to $10 million in both assets and
liabilities.
Judge Sandra R. Klein presides over the case.
Jaenam Coe, Esq., at the Law Office of Jaenam Coe PC, serves as
bankruptcy counsel.
Timothy J. Yoo was appointed Chapter 11 trustee for the Debtor.
The Trustee hired Levene, Neale, Bender, Yoo & Brill LLP as his
legal counsel.
ROCK CREEK MEDICAL: Seeks Authorization on Cash Collateral Use
--------------------------------------------------------------
Rock Creek Medical Plaza, LLC, seeks authorization from the U.S.
Bankruptcy Court for the District of Kansas to use of cash
collateral.
The Debtor specifically asks the Court to authorize and approve its
use of cash collateral for the payment of its operating expenses
for an initial six month period as set forth in the proposed
budget. The proposed budget provides total expenses of
approximately $28,868 during the months of September through
December 2018.
The Debtor is indebted to Great Western Bank pursuant to a
Promissory Note, Commercial Security Agreement, Mortgage, and
Business Loan Agreement. As of July 11, 2018, the alleged total
principal indebtedness owing by Debtor to Great Western Bank was
approximately $2,840,105, secured by valid first and prior liens
and security interests pursuant to certain of the Loan Documents in
and to Real Estate Mortgages on the property located at 712 First
Terrace, Lansing, Kansas.
The Debtor proposes providing Great Western Bank with a replacement
lien in and to all property of the estate of the kind presently
securing the indebtedness owing to Great Western Bank and purchased
or acquired with Great Western Bank's Cash Collateral. The proposed
replacement lien in Postpetition Collateral will be in an amount
equal to but not to exceed the Cash Collateral used and to the
extent that use of the cash collateral results in any decrease in
the aggregate value of Great Western Bank's liens on Debtor's
property on the Petition Date.
Since the Debtor anticipates generating sufficient accounts
receivable from its post-petition operations and as Debtor asserts
that the total value of the assets securing Great Western Bank's
claim approximates/exceeds the amount of Great Western Bank's
claim, the Debtor believes that this post-petition grant of a
security interest in Postpetition Collateral will provide adequate
protection to Great Western Bank.
A full-text copy of the Debtor's Motion is available at
http://bankrupt.com/misc/ksb18-21755-4.pdf
About Rock Creek Medical Plaza
Rock Creek Medical Plaza, LLC, owns and operates a medical office
building located at 712 First Terrace, Lansing, Kansas 66043. Rock
Creek Medical Plaza filed a voluntary petition for relief under
Chapter 11 of Title 11 of the United States Code (Bankr. D. Kan.
Case No. 18-21755) on Aug. 23, 2018. In the petition signed by
Lisa Madsen, member, the Debtor estimated $1 million to $10 million
in assets and liabilities. Colin N. Gotham at Evans & Mullinix,
P.A., is the Debtor's counsel.
RUBEN JASSO TRUCKING: Case Summary & 11 Unsecured Creditors
-----------------------------------------------------------
Debtor: Ruben Jasso Trucking, LLC
1247 Tower Trail Ln.
El Paso, TX 79907
Business Description: Ruben Jasso Trucking, LLC is a privately
held company in El Paso, Texas in the
general freight trucking business.
Chapter 11 Petition Date: September 28, 2018
Case No.: 18-31630
Court: United States Bankruptcy Court
Western District of Texas (El Paso)
Judge: Hon. Christopher H. Mott
Debtor's Counsel: E.P. Bud Kirk, Esq.
E.P. BUD KIRK
600 Sunland Park Drive
Building Four, Ste. 400
El Paso, TX 79912
Tel: (915) 584-3773
Fax: (915) 581-3452
Email: budkirk@aol.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Ruben Jasso, managing member.
A copy of the Debtor's list of 11 unsecured creditors is available
for free at:
http://bankrupt.com/misc/txwb18-31630_creditors.pdf
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/txwb18-31630.pdf
SARAH ZONE: Taps Levene Neale as Legal Counsel
----------------------------------------------
Sarah Zone, Inc. seeks approval from the U.S. Bankruptcy Court for
the Central District of California to hire Levene, Neale, Bender,
Yoo & Brill LLP as its legal counsel.
The firm will advise the Debtor regarding the requirements of the
Bankruptcy Code; conduct examinations; assist the Debtor in
obtaining approval to use cash collateral or seek financing; assist
in the preparation of a plan of reorganization; and provide other
legal services related to its Chapter 11 case.
The hourly rates for the firm's attorneys range from $425 to $595.
Paraprofessionals charge $250 per hour.
Juliet Oh, Esq., a partner at Levene, disclosed in a court filing
that her firm is "disinterested" as defined in section 101(14) of
the Bankruptcy Code.
The firm can be reached through:
Juliet Y. Oh, Esq.
Levene, Neale, Bender, Yoo & Brill LLP
10250 Constellation Blvd., Suite 1700
Los Angeles, CA 90067
Tel: 310-229-1234
E-mail: jyo@lnbrb.com
E-mail: JYO@LNBYB.com
About Sarah Zone Inc.
Sarah Zone, Inc. is a merchant wholesaler of apparel, piece goods,
and notions. The company filed its Articles of Incorporation in
California on Oct. 5, 2004, according to public records filed with
California Secretary of State.
Sarah Zone sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. C.D. Calif. Case No. 18-20836) on September 17, 2018.
In the petition signed by Tae Hyun Yoo, president, the Debtor
disclosed $3,833,130 in assets and $7,301,855 in liabilities.
Judge Sandra R. Klein presides over the case.
SCHAHIN II FINANCE: Chapter 15 Case Summary
-------------------------------------------
Chapter 15 Debtor: Schahin II Finance Company (SPV) Limited
2nd Floor, Boundary Hall
Cricket Square
P.O. Box 2681
Grand Cayman
Cayman Islands
Business Description: Based in Cayman Islands, Schahin II
Finance Company (SPV) Limited operates
in the financial industry.
Chapter 15 Petition Date: September 27, 2018
Chapter 15 Case No.: 18-12964
Court: United States Bankruptcy Court
Southern District of New York
(Manhattan)
Foreign
Representative: Kevin Butler
Conyers Directors (Cayman) Ltd.
2nd Floor, Boundary Hall
Cricket Square
P.O. Box 2681
Grand Cayman
Cayman Islands
Foreign proceeding in which
appointment of the foreign
representative occurred: Grand Court of the Cayman Islands
Foreign
Representative's
Counsel: John S. Mairo, Esq.
PORZIO, BROMBERG & NEWMAN, P.C.
156 West 56th Street, Suite 803
New York, NY 10019
Tel: (212) 265-6888
(973) 889-4107
Fax: (973) 538-5146
Email: jsmairo@pbnlaw.com
Estimated Assets: Unknown
Estimated Debts: Unknown
A full-text copy of the Chapter 15 petition is available at:
http://bankrupt.com/misc/nysb18-12964.pdf
SEBA BROS.: Case Summary & 15 Unsecured Creditors
-------------------------------------------------
Debtor: Seba Bros. Farms, Inc.
2111 E. State Route Y
Cleveland, MO 64734
Business Description: Based in Cleveland, Missouri, Seba Bros.
Farms, Inc. is a privately held company in
the general crop farming industry.
Chapter 11 Petition Date: September 28, 2018
Court: United States Bankruptcy Court
Western District of Missouri (Kansas City)
Case No.: 18-42569
Judge: Hon. Cynthia A. Norton
Debtor's Counsel: Erlene W. Krigel, Esq.
KRIGEL & KRIGEL, P.C.
4520 Main Street, Suite 700
Kansas City, MO 64111
Tel: 816-756-5800
Fax: 816-756-1999
E-mail: ekrigel@krigelandkrigel.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by David W. Seba, president.
A copy of the Debtor's list of 15 unsecured creditors is available
for free at:
http://bankrupt.com/misc/mowb18-42569_creditors.pdf
A full-text copy of the petition containing is available for free
at:
http://bankrupt.com/misc/mowb18-42569.pdf
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 Property is
subject to only one note and deed of trust held by the Northern
Trust Co., doing business as Northern Trust Bank ("NTB"). The
Debtor believes that NTB will consent to the sale.
The Debtor has owned the Subject Property for several years. 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 previously filed a motion to approve the sale of the
Property for $650,000. NTB responded to that motion by stating it
will consent to the sale only if NTB receives a net payment out of
escrow equal to $650,000. In order to net $650,000 to NTB, the
Debtor had to renegotiate the terms of the sale, causing the Buyer
to renegotiate its loan commitment letter from VIP Mortgage (on
behalf of a private party), and increase the purchase price to the
sum that guaranties that NTB receives a net payment out of escrow
of exactly $650,000.
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.
When the Sale closes, NTB will receive the present value of its
secured claim in the Property, and the present value of its
security interest in any personal property presently located on the
premises of the 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
will pay that agent whatever fee she will charge in this 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 for the Property, including an
addendum dated Sept. 10, 2018, is contingent upon these 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 -- all existing plans and all that need to be drafted -- 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 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 Property for the purchase price
that will yield $650,000 net proceeds to NTB. The purchase will be
funded by a $450,000 loan provided by a private party lender with
that loan transaction being brokered by John Rallis of VIP
Mortgage, Inc. When a revised commitment letter is obtained from
VIP referencing the commitment to a $450,000 loan, it will be filed
with the court as an addendum to the Motion.
e) The 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 $450,000 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, using the Buyer's 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 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 the Buyer to utilize any of the pre-purchased
cabinetry, appliances, lighting, countertop materials, windows,
doors, flooring, and any fixtures to be installed on the Property
as a part of the Remodel provided that all of the work performed
on the Remodel is approved by the Debtor.
NTB has indicated that upon receipt of its payment in the amount of
$650,000, NTB will release its security interest in any of the
personal property items referenced. The Debtor asserts that the
Court can approve the sale of the Property solely because NTB will
benefit from the sale by having its debt reduced by almost half of
the amount that was owed as of the Petition Date.
While it might be the case that by the time the Property is sold to
the Buyer and the Buyer completes the remodel and then sells the
Property to a 3rd party, tge Debtor will have by that time already
paid off all of its creditors or had its plan of reorganization
confirmed -- the Buyer has agreed in principle that the net profit
it receives when that post-remodel sale occurs to a 3rd Party, will
be made available to the Debtor via a court approved mechanism --
probably a loan to the Debtor.
The Debtor 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
Property and guarantee the maximum return to NTB, and the maximum
benefit to all of the creditors with Allowed Claims in the case.
From the sale proceeds, the Debtor to authorize it (i) to pay any
real property tax debt that is due for the Property; (ii) to pay
any homeowners association fees that are due from the Debtor to the
Cobblestone HOA and secured by a valid and enforceable lien against
the Property; (iii) if it is appropriate, to pay the Seller's costs
of sale and other costs of closing customarily borne by a seller
including, but not limited to, the payment of any real property tax
due, or a pro rata portion of any real property tax about to come
due, and convey said payment to the Pima County Treasurer; and (iv)
to pay the exact sum of $350,000 from the sale proceeds to NTB.
A copy of the Contract attached to the Motion is available for free
at:
http://bankrupt.com/misc/Skyline_Ridge_150_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.
SPRING TREE: Trustee Seeks Access to ACA Cash Collateral
--------------------------------------------------------
Mark A. Smith, as Chapter 11 Trustee for Spring Tree Lending, LLC,
seeks authorization from the U.S. Bankruptcy Court for the Northern
District of Georgia to use of cash collateral.
The Debtor was granted permission to use cash collateral in two
interim orders entered on April 10 and May 14, 2018. However, the
Second Interim Order provided that the Debtor's right to use cash
collateral will be terminated upon the appointment of a trustee.
The Debtor is indebted to American Credit Acceptance, LLC ("ACA")
under one or more loans pursuant to a Credit Agreement. As of the
Petition Date, the Debtor was indebted to ACA in the principal
amount of $668,477, and ACA asserts a first priority security
interest and lien against all assets of the Debtor, including
without limitation, the cash collateral.
Upon his appointment, the Trustee immediately began negotiations
with ACA regarding the continued use of cash collateral, and ACA
has consented to the Trustee's use of cash collateral, but ACA has
consented to the Trustee's use of cash collateral from June 11
through September 12, 2018 only to pay servicing fees and related
costs.
Despite good faith negotiations between Trustee and ACA to reach an
agreement regarding use of cash collateral, the Trustee has not
reached an agreement with ACA for such use of cash collateral.
The Trustee asserts that in the administration of the Debtor's
bankruptcy estate, he incurs certain operating expenses which are
necessary for the continued operation of the Debtor's business.
Accordingly, the Trustee seeks the Court's authority allowing him
to use cash collateral. As adequate protection for any interest
that ACA may have in cash collateral, the Trustee proposes
(a) That ACA be granted a security interest in and lien upon
Debtor's post-petition accounts receivable and proceeds to the same
extent and priority as its pre-petition lien and interest in its
pre-petition collateral;
(b) Continuation of the lien and security interest held by ACA
in Debtor's pre-petition collateral;
(c) Payment of U.S. Trustee quarterly fees; and
(d) ACA will be permitted to apply to the principal balance of
the Debtor's indebtedness to ACA, the remaining balance in the
Collection Account that tis approximately $19,782.
A full-text copy of the Debtor's Motion is available at
http://bankrupt.com/misc/ganb18-55171-79.pdf
Counsel for Mark A. Smith, Chapter 11 Trustee for Spring Tree
Lending, LLC
John Michael Levengood, Esq.
Law Office of J. Michael Levengood, LLC
150 S. Perry Street, Suite 208
Lawrenceville, GA 30046
Telephone: (678) 765-1745
Facsimile: (678) 606-5031
E-mail: mlevengood@levengoodlaw.com
About Spring Tree Lending
Spring Tree Lending, LLC, engages in buying and servicing non-prime
auto loans from auto dealers and lenders. The company was founded
in 2015 and is based in Atlanta, Georgia.
On March 28, 2018, creditor Pacific Island Equity Corporation filed
an involuntary proceeding against Spring Tree Lending (Bank. N.D.
Ga. Case No. 18-55171). The case is assigned to Hon. Barbara
Ellis-Monro.
The Debtor hired George M. Geeslin, Esq., as counsel.
No official committee of unsecured creditors has been appointed in
the Chapter 11 case.
Upon the application of the U.S. Trustee, the Court entered its
order approving the appointment of Mark A. Smith as Chapter 11
Trustee on June 19, 2018.
STAND-UP MULTI-POSITIONAL: PCO Not Necessary, Court Rules
---------------------------------------------------------
For reasons stated orally and recorded in open court, the
Bankruptcy Court determined that the U.S. Trustee need not appoint
a patient care ombudsman in the Chapter 11 cases of Stand Up
Mid-America MRI, P.A., and Stand Up Multi-Positional Advantage MRI,
P.A.
The U.S. Trustee may file a motion for a patient care ombudsman at
a later date if he determines that the need for one has risen, the
Court added.
About Stand-Up
Stand-Up Multi-Positional Advantage MRI, P.A. (SUMA MRI) --
https://www.sumamri.com/ -- specializes in open MRI where patients
can be standing, leaning, bending and even laying down; not to
mention several other positions as well. SUMA MRI is an accredited
facility by the American College of Radiology.
SUMA MRI (Bankr. D. Minn. Case No. 18-32239) and its affiliate
Stand Up Mid-America MRI, P.A. (Bankr. D. Minn. Case No. 18-42286)
filed voluntary Chapter 11 petitions on July 16, 2018. The cases
are jointly administered under Case No. 18-42286.
John D. Lamey, III, Esq., at Lamey Law Firm, P.A., in Oakdale,
Minnesota, serves as the Debtors' counsel. The Debtors hired
Foster Brever Wehrly, PLLC, and Thomas E. Brever as special
litigation counsel for the purpose of litigation of tax amounts
due, or not due, to the Minnesota Department of Revenue, and
pursuing any tax refund claims.
STONE CONNECTION: Wants to Determine Exclusivity Period Continues
-----------------------------------------------------------------
Stone Connection, Inc., asks the U.S. Bankruptcy Court for the
Northern District of Georgia to (i) determine that Debtor's Plan
has been accepted by each class of claims such that the exclusivity
period continues until the earlier of the date the Court enters an
order terminating exclusivity or a period of 20 months passes since
the Petition Date, or, alternatively, (ii) extend the exclusivity
period of 11 U.S.C. Section 1121(c)(3) through and including Dec.
31, 2018.
On May 29, 2018, the Debtor filed its Chapter 11 Plan and
accompanying Disclosure Statement. Thereafter, on June 13, 2018,
Debtor filed a motion seeking an extension of the 180-day
exclusivity period of 11 U.S.C. Section 1121(c)(3) through and
including Oct. 26, 2018.
The Debtor filed its First Amended and Restated Chapter 11 Plan on
July 17 and its Revised Disclosure Statement on July 18. The Court
entered an Order approving the Disclosure Statement and setting a
hearing on confirmation of the Plan for Aug. 29, 2018.
On Aug. 3, however, the Debtor filed its Second Amended and
Restated Chapter 11 Plan. The Plan did not change the dividend or
repayment terms presented in the Amended Plan, but merely clarified
the payment terms. On Aug. 24, the Debtor filed a Certification of
Ballots that reflects that each impaired Class voted affirmatively
for the Plan.
The hearing on confirmation of the Plan has been specially set for
Nov. 5, 2018 -- a date after the expiration of the Extended
Exclusivity Period.
The Debtor has filed an objection to a portion of the claim filed
by Hanwha L&C USA, LLC. The Debtor believes it obtained the
acceptance of the Plan by each impaired class of creditors. Subject
to the ruling on the issue of Hanwha's attorneys' fees claim, the
Debtor believes it has obtained the acceptance of the Plan by Class
2B without regard to the votes of insiders.
Because these acceptances were obtained prior to the expiration of
the Extended Exclusivity Period and issues were raised as to
whether Debtor received the acceptance of Class 2B without regard
to the votes of insiders, and whether Debtor's classifications are
in good faith, the Debtor requests entry of an order determining
that the 11 U.S.C. Section 1121(c)(3) Exclusivity Period remains
through the hearing on Confirmation and until the earlier of the
date the Court enters an order terminating exclusivity or a period
of twenty months passes since the Petition Date.
About Stone Connection
Founded in 1999, Stone Connection, Inc. --
https://www.stoneconnectionatlanta.com/ -- is a direct importer of
marble and granite for homeowners and contractors in the Atlanta
metro area, including the communities of Roswell, Alpharetta, Sandy
Springs, and more. Its 30,000 sq/ft warehouse and showroom in
Norcross, Georgia have more than 300 individual types and colors of
granite.
Stone Connection filed a Chapter 11 petition (Bankr. N.D. Ga. Case
No. 18-51440) on Jan. 30, 2018. In the petition signed by CEO
Eugene Steyn, the Debtor estimated assets and liabilities at $1
million to $10 million.
Judge Barbara Ellis-Monro is the Debtor's counsel.
Lamberth, Cifelli, Ellis & Nason, P.A., is the Debtor's counsel.
KW Commercial, the commercial arm of Keller Williams Realty Atlanta
Partners, as broker.
STONEMOR PARTNERS: ACII Will Vote in Favor of Merger Transaction
----------------------------------------------------------------
American Cemeteries Infrastructure Investors, LLC and StoneMor GP
Holdings LLC, had entered into a voting and support agreement among
Axar Capital Management, LP, Axar GP, LLC, Axar Master Fund, Ltd.
and StoneMor Partners L.P., pursuant to which, among other things,
each of GP Holdings and ACII agreed, subject to certain terms and
conditions, to vote (or cause the vote of, as applicable) all of
the Common Units owned by it and its affiliates in favor of the
approval and adoption of the Merger Agreement.
On Sept. 27, 2018, StoneMor Partners L.P. announced it had entered
into a merger and reorganization agreement with StoneMor GP LLC,
StoneMor GP Holdings LLC and Hans Merger Sub, LLC, a wholly owned
subsidiary of GP, pursuant to which, among other things, subject to
the terms and conditions, (i) GP Holdings will contribute the
2,332,878 Common Units owned by it to GP and immediately following
receipt thereof, GP will contribute the GP Holdings' Common Units
to StoneMor LP Holdings, LLC, a Delaware limited liability company
and wholly owned subsidiary of GP, (ii) GP will convert into a
Delaware corporation to be named "StoneMor Inc." and all of the
limited liability company interests of GP held by GP Holdings prior
to the Conversion will be cancelled in accordance with the Merger
Agreement and (iii) Merger Sub will be merged with and into the
Issuer with the Issuer surviving and with StoneMor Inc. as its sole
general partner and LP Sub as its sole holder of Common Units and
each outstanding Common Unit (other than those held by LP Sub)
being converted into the right to receive one share of common
stock, par value $0.01 per share, of StoneMor Inc.
In connection with the Transaction, and concurrently with the
execution and delivery of the Merger Agreement, ACII and GP
Holdings entered into a nomination and director voting agreement
with the Axar Entities and GP, pursuant to which, among other
things, GP agreed, subject to the terms and conditions set forth
therein, to permit ACII to designate up to two nominees to the
board of directors of StoneMor Inc.
As of Sept. 27, 2018, ACII and its affiliates beneficially owned
the following Common Units Representing Limited Partner Interests
of StoneMor Partners:
Units Percentage of
Beneficially Outstanding
Reporting Person Owned Units
---------------- ------------ -------------
American Cemeteries 2,364,162 6.2%
Infrastructure Investors, LLC
AIM Universal Holdings, LLC 2,364,162 6.2%
StoneMor GP Holdings LLC 2,332,878 6.1%
Matthew P. Carbone 2,364,162 6.2%
Robert B. Hellman, Jr. 4,732,751 12.5%
The percentages are calculated based upon 37,958,645 Common Units
outstanding on June 20, 2018, as disclosed by the Issuer on its
annual report on Form 10-K, filed July 17, 2018.
A full-text copy of the regulatory filing is available at:
https://is.gd/Lpdvm3
About StoneMor Partners
StoneMor Partners L.P., headquartered in Trevose, Pennsylvania --
http://www.stonemor.com/-- is an owner and operator of cemeteries
and funeral homes in the United States, with 316 cemeteries and 91
funeral homes in 27 states and Puerto Rico. StoneMor's cemetery
products and services, which are sold on both a pre-need (before
death) and at-need (at death) basis, include: burial lots, lawn and
mausoleum crypts, burial vaults, caskets, memorials, and all
services which provide for the installation of this merchandise.
Stonemor reported a net loss of $75.15 million on $338.2 million of
total revenues for the year ended Dec. 31, 2017, compared to a net
loss of $30.48 million on $326.2 million of total revenues for the
year ended Dec. 31, 2016. As of Dec. 31, 2017, Stonemor had $1.75
billion in total assets, $1.66 billion in total liabilities and
$91.69 million in total partners' capital.
* * *
As reported by the TCR on July 10, 2018, Moody's Investors Service
downgraded Stonemor Partners L.P.'s Corporate Family rating to Caa1
from B3. The Caa1 CFR reflects Moody's expectation for breakeven
to modestly negative free cash flow (before distributions), ongoing
delays in filing financial statements and Stonemor's significant
reliance on its revolving credit facility for liquidity in 2018.
In April 2018, S&P Global Ratings affirmed its 'CCC+' corporate
credit rating on StoneMor Partners L.P. S&P said, "The rating
affirmation reflects our expectation that the company can generate
operating cash flow of approximately $25 million in 2018 to support
operating needs for at least another year."
STONEMOR PARTNERS: Axar Entities Support Reorganization Merger
--------------------------------------------------------------
The Investment Manager, Axar GP, LLC and the Axar Vehicles have
entered into a Voting and Support Agreement with the General
Partner, GP Holdings, Robert Hellman, in his capacity as trustee
under the Voting and Investment Trust Agreement for the benefit of
American Cemeteries Infrastructure Investors, LLC pursuant to which
each of the Axar Entities and ACII Entities agreed to, among other
things, support a corporate reorganization on the terms outlined in
the merger agreement entered into on Sept. 27, 2018 by and among
StoneMor Partners L.P., the General Partner, GP Holdings and a
wholly-owned subsidiary of the General Partner to convert the
General Partner from a Delaware limited liability company into a
Delaware corporation, to be named StoneMor Inc., whose common stock
is expected to be listed for trading on the New York Stock
Exchange. Pursuant to the Merger Agreement, (i) GP Holdings will
contribute all of its Common Units to the General Partner and the
General Partner will contribute GP Holdings' Common Units to a
newly formed and wholly-owned subsidiary of the General Partner,
(ii) Merger Sub will merge with and into the Partnership and each
Common Unit (other than those held by LP Sub) will convert into the
right to receive one share of common stock, par value $0.01 per
share, of StoneMor Inc. As a result of the Merger Agreement, LP
Sub will be the sole limited partner of the Issuer, StoneMor Inc.
will continue to be the sole general partner of the Issuer, and
each holder of Common Units (other than LP Sub) will become
shareholders of StoneMor Inc. Pursuant to the VSA, the Axar
Entities and the ACII Entities agreed to (i) vote their Common
Units of the Issuer in favor of the corporate reorganization, and
(ii) enter into a standstill limiting their respective actions with
respect to the Issuer, in each case until the earliest of (A) the
consummation of the reorganization, (B) the termination of the
Merger Agreement, (C) the date that any amendment to the Merger
Agreement is made that adversely affects the rights of any Axar
Entity without the written consent of the Axar Entities and (D)
June 30, 2019. The VSA also provides that each of the ACII
Entities and the Axar Entities with the right to participate,
prorata based on its respective ownership percentage of the
outstanding equity in future equity raises, if any, by the Issuer.
On Sept. 27, 2018, the Axar Entities entered into a Nomination and
Director Voting Agreement with the General Partner, the ACII
Entities pursuant to which each of the Axar Entities and ACII
Entities agreed to, as a condition for entering into the VSA, among
other things, certain post-conversion governance provisions
relating to StoneMor Inc., including that the Merger Agreement for
the corporate reorganization will provide for a nine member board
of directors, with ACII having the right to designate two directors
and the Investment Manager having the right to designate one
director so long as each holds specified amounts of common stock,
as well as a standstill agreement to be entered into by each of the
Investment Manager and ACII limiting their respective actions with
respect to StoneMor Inc. so long as each has board representation.
The Director Voting Agreement also provides that each of the ACII
Entities and the Axar Entities with the right to participate, pro
rata based on its respective ownership percentage of the
outstanding equity in future equity raises, if any, by StoneMor
Inc.
As of Sept. 27, 2018, Axar Capital Management, LP, Axar GP, LLC and
Andrew Axelrod beneficially owned 6,872,773 Common Units
Representing Limited Partnership Interests of StoneMor Partners
L.P., which constitutes 18.1 percent of the Common Units
outstanding.
A full-text copy of the regulatory filing is available at:
https://is.gd/Hw16gi
About StoneMor Partners
StoneMor Partners L.P., headquartered in Trevose, Pennsylvania --
http://www.stonemor.com/-- is an owner and operator of cemeteries
and funeral homes in the United States, with 316 cemeteries and 91
funeral homes in 27 states and Puerto Rico. StoneMor's cemetery
products and services, which are sold on both a pre-need (before
death) and at-need (at death) basis, include: burial lots, lawn and
mausoleum crypts, burial vaults, caskets, memorials, and all
services which provide for the installation of this merchandise.
Stonemor reported a net loss of $75.15 million on $338.2 million of
total revenues for the year ended Dec. 31, 2017, compared to a net
loss of $30.48 million on $326.2 million of total revenues for the
year ended Dec. 31, 2016. As of Dec. 31, 2017, Stonemor had $1.75
billion in total assets, $1.66 billion in total liabilities and
$91.69 million in total partners' capital.
* * *
As reported by the TCR on July 10, 2018, Moody's Investors Service
downgraded Stonemor Partners L.P.'s Corporate Family rating to Caa1
from B3. The Caa1 CFR reflects Moody's expectation for breakeven
to modestly negative free cash flow (before distributions), ongoing
delays in filing financial statements and Stonemor's significant
reliance on its revolving credit facility for liquidity in 2018.
In April 2018, S&P Global Ratings affirmed its 'CCC+' corporate
credit rating on StoneMor Partners L.P. S&P said, "The rating
affirmation reflects our expectation that the company can generate
operating cash flow of approximately $25 million in 2018 to support
operating needs for at least another year."
STONEMOR PARTNERS: Starts Process of Converting to Delaware Corp
----------------------------------------------------------------
StoneMor Partners L.P. has executed a definitive agreement that
will result in the transition to a newly-created Delaware
corporation, StoneMor Inc.
Joe Redling, StoneMor's president and chief executive officer said,
"We are pleased to take this step to convert from a master limited
partnership to a Delaware corporation, one of many initiatives
underway to improve the operational and financial performance of
our business. We believe this conversion will provide many
benefits, including simplifying our tax structure and financial
reporting obligations, broadening our investor base and improving
our cost of capital over time."
Key Transaction Details
* All MLP unitholders will receive 1.0 share of StoneMor Inc.
common stock in exchange for each common unit that they own.
* All incentive distribution rights, the economic general
partner interests in and control of the MLP will be exchanged
for approximately 2.95 million shares of StoneMor Inc. common
stock.
* The Conflicts Committee of the Board of Directors of the
General Partner (which consisted of independent directors),
by special approval, unanimously approved the terms of the
transaction and has recommended unitholders vote in favor of
the transaction.
* StoneMor's largest unitholder, Axar Capital Management, has
agreed to vote in favor of the transaction and upon
completion, can designate up to one nominee to StoneMor
Inc.'s Board of Directors so long as it continues to at least
33% of the StoneMor Inc. common stock issued to it in the
transaction.
* American Cemeteries Infrastructure Investors, LLC may
designate two directors to StoneMor Inc.'s Board of Directors
so long as it owns at least 50% of the StoneMor Inc. common
stock issued to it in the transaction.
* While circumstances will vary on the tax position of each
individual unitholder, based on analysis performed by the
Partnership, it is not anticipated that the transaction will
result in taxable gain for most unitholders.
Continued Redling, "In recent months we have established a new
operating structure based on three regional divisions and a general
manager model that creates a clear focus on managing profitability
down to the property level. We are actively addressing costs and
overall profitability by executing a comprehensive expense
reduction effort, and we are also reviewing our asset base to
identify non-strategic properties or markets we may wish to divest
in support of our turnaround efforts."
Conditions to Closing
Completion of the conversion is subject to customary conditions,
including the affirmative vote of the holders of a majority of
outstanding MLP units at a special meeting of the unitholders and
an amendment to the MLP's credit agreement to permit the
transaction. StoneMor is currently in the process of working with
its lenders in order to obtain the necessary approvals. StoneMor
is also required to become current with its financial filings
before seeking the required unitholder vote. While StoneMor is
working to satisfy each of these closing conditions as
expeditiously as possible, it is not anticipated that the
transaction will close before the first quarter of 2019, with the
actual closing date dependent on the time necessary to satisfy such
conditions.
Advisors
Vinson & Elkins LLP acted as legal counsel to the Partnership.
Raymond James acted as independent financial advisor and Drinker
Biddle & Reath LLP acted as independent legal counsel to the
Conflicts Committee of the Board of the General Partner.
About StoneMor Partners
StoneMor Partners L.P., headquartered in Trevose, Pennsylvania --
http://www.stonemor.com/-- is an owner and operator of cemeteries
and funeral homes in the United States, with 316 cemeteries and 91
funeral homes in 27 states and Puerto Rico. StoneMor's cemetery
products and services, which are sold on both a pre-need (before
death) and at-need (at death) basis, include: burial lots, lawn and
mausoleum crypts, burial vaults, caskets, memorials, and all
services which provide for the installation of this merchandise.
Stonemor reported a net loss of $75.15 million on $338.2 million of
total revenues for the year ended Dec. 31, 2017, compared to a net
loss of $30.48 million on $326.2 million of total revenues for the
year ended Dec. 31, 2016. As of Dec. 31, 2017, Stonemor had $1.75
billion in total assets, $1.66 billion in total liabilities and
$91.69 million in total partners' capital.
* * *
As reported by the TCR on July 10, 2018, Moody's Investors Service
downgraded Stonemor Partners L.P.'s Corporate Family rating to Caa1
from B3. The Caa1 CFR reflects Moody's expectation for breakeven
to modestly negative free cash flow (before distributions), ongoing
delays in filing financial statements and Stonemor's significant
reliance on its revolving credit facility for liquidity in 2018.
In April 2018, S&P Global Ratings affirmed its 'CCC+' corporate
credit rating on StoneMor Partners L.P. S&P said, "The rating
affirmation reflects our expectation that the company can generate
operating cash flow of approximately $25 million in 2018 to support
operating needs for at least another year."
T.I. CONSTRUCTION: Taps Fox Law as Legal Counsel
------------------------------------------------
T.I. Construction, Inc. seeks approval from the U.S. Bankruptcy
Court for the Central District of California to hire The Fox Law
Corporation, Inc., as its legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; assist in any potential sale of its assets;
examine claims; assist in the preparation of a plan of
reorganization; and provide other legal services related to its
Chapter 11 case.
Fox Law will charge these hourly rates:
Principal $475
Associate $250 - $450
Law Clerk/Paralegal $125
Prior to the petition date, the Debtor paid the firm $46,771.
Steven Fox, Esq., at Fox Law, disclosed in a court filing that he
and other employees of the firm are "disinterested" as defined in
section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Steven R. Fox, Esq.
Law Offices of Steven R. Fox
17835 Ventura Blvd. Suite 306
Encino, CA 91316
Phone: 818-774-3545
Fax: 818-774-3707
E-mail: Info@foxlaw.com
About T.I. Construction Inc.
T.I. Construction, Inc., operates a general construction company in
California.
T.I. Construction sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Cal. Case No. 18-17850) on September
17, 2018. At the time of the filing, the Debtor estimated assets
of less than $500,000 and liabilities of less than $1 million.
Judge Scott H. Yun presides over the case.
TEMPUR SEALY: Moody's Affirms Ba3 CFR, Outlook Stable
-----------------------------------------------------
Moody's Investors Service affirmed Tempur Sealy International,
Inc.'s Corporate Family Rating (CFR) at Ba3 and its Probability of
Default Rating at Ba3-PD. The affirmation reflects the company's
solid credit profile and Moody's expectation of operating
performance and credit metric improvement. The Speculative Grade
Liquidity rating was downgraded to SGL-2 from SGL-1.The outlook is
stable.
"Debt/EBITDA is high at 4.8 times," said Kevin Cassidy, Senior
Credit Officer at Moody's Investors Service. "But we expect
leverage to decline to around 4.0 times in 2019 due to earnings
growth and debt repayment with free cash flow," added Cassidy.
The downgrade in the speculative grade liquidity rating to SGL-2
(good liquidity) from SGL-1 reflects Moody's view that free cash
flow will be moderate in the next 12 -18 months. The downgrade also
reflects the pending maturity of the accounts receivable
securitization facility in April 2019.
Ratings affirmed:
Corporate Family Rating at Ba3;
Probability of Default Rating at Ba3-PD;
$600 million senior unsecured notes due 2026 at B1 (LGD 5);
$450 million senior unsecured notes due 2023 at B1 (LGD 5)
Rating downgraded:
Speculative Grade Liquidity Rating to SGL-2 from SGL-1
The outlook on all ratings is stable
RATINGS RATIONALE
Tempur Sealy's Ba3 CFR reflects its high leverage at around 4.8
times, sizeable market share, and solid scale, with revenue around
$3 billion. Because of Tempur Sealy's sensitivity to macroeconomic
conditions and discretionary spending, Moody's expects the
company's credit metrics to be stronger than those of other
similarly-rated consumer durable companies. The ratings benefit
from strong consumer confidence and the solid housing amrket.
Tempur Sealy's well-known brand names and the mattress industry's
historically strong fundamentals anchor the rating. The ratings is
constrained by the volatility in profitability and cash flows
experienced during economic downturns.
The stable outlook reflects Moody's view that Tempur Sealy's
operating performance will gradually improve and leverage will
steadily decline.
Ratings could be downgraded if liquidity deteriorates, operating
performance weakens, or if leverage does not decline as Moody's
expects. A significant drop in consumer confidence or any material
disruption in the housing market could also lead to a downgrade.
Debt to EBITDA sustained above 4.0 times could also lead to a
downgrade.
Ratings could be upgraded if Tempur Sealy's operating performance
improves and leverage materially decreases for a sustained period.
Specifically, ratings could be upgraded if debt to EBITDA
approaches 3.0 times.
The principal methodology used in these ratings was Consumer
Durables Industry published in April 2017.
Tempur Sealy International, Inc.'s develops, manufactures, markets
and sells bedding products, including mattresses, foundations and
adjustable bases, and other products such as pillows and
accessories. Revenue approximates $2.8 billion.
TENET HEALTHCARE: Fitch Affirms B IDR & Alters Outlook to Positive
------------------------------------------------------------------
Fitch Ratings has affirmed Tenet Healthcare Corp.'s (Tenet) Issuer
Default Rating (IDR) at 'B' and revised the Rating Outlook to
Positive from Stable. The ratings apply to approximately $15.1
billion of debt at June 30, 2018.
KEY RATING DRIVERS
Hospital Segment Drives Operating Outlook: Tenet is one of the
largest for-profit operators of acute care hospitals in the U.S.
and is also a leading operator of ambulatory surgery centers (ASCs)
through its ownership of United Surgical Partners International
(USPI). USPI provides a favorable offset to Fitch's expectation for
flat to declining inpatient hospital volumes, but Tenet's hospital
operations segment contributes about 80% and 60% of consolidated
revenues and EBITDA, respectively, making the segment the main
driver of the company's results. In addition to industry-wide
secular headwinds to volumes of lower acuity hospital patients,
Tenet has also been hampered by some company specific issues in its
hospital segment in recent years. Following changes in senior
management these issues are now being addressed and this is
manifesting in improved operating margins.
Sustainably Lower Leverage: At June 30, 2018, Fitch calculates
leverage (total debt/EBITDA after associate and minority dividends)
of 6.3x. This is improved from a year ago, when leverage stood at
7.5x. Fitch expects Tenet will be able to improve on the 1.2x
year-over-year decline in leverage, which was driven by growth in
EBITDA and the open market repurchase of a small amount of
outstanding debt. Fitch expects leverage could decline to below
6.0x by the end of 2019 assuming some amount of FCF is applied to
debt repayment and EBITDA margins expand another 50-60 bps as a
result of a cost restructuring program and the divestiture of lower
margin hospitals.
Profitability Green-Shoots: Despite a continued soft volume
performance in the hospital segment during the first half of 2018
(same hospital admissions down 1% and admissions adjusted for
outpatient activity up 0.2%), Tenet's operating EBITDA margin
expanded by 140 bps in the LTM period ended June 30, 2018 to 13.5%
versus 12.1% in 2017. This is partly due to an operational
restructuring program that removed a layer of management at the
regional hospital level and is expected to result in $195 million
of savings in 2018 increasing to an annual run rate of $250 million
by the end of the year. . Even after this recent improvement,
Tenet's profitability continues to lag its closet industry peers,
HCA Healthcare Inc. and Universal Health Services Inc., which
supports Fitch's view that sustainably higher margins for Tenet are
achievable even in a weak volume environment.
Industry-Wide Volume Headwinds: Tenet's same hospital volume
performance has been spotty for several years. In 2014-2015, the
company outperformed the broader for-profit hospital industry on
some volumes measures before performance took a step back in
2016-2017, and year-to-date 2018 results have been mixed. In
addition to company specific issues in some of its hospital
markets, Tenet's results reflect the headwinds to volumes of lower
acuity hospital patients that are facing the entire industry.
Patients and health insurers are pushing to move into lower cost
and more convenient outpatient settings, and technology is
increasingly enabling this shift.
Outpatient Investment Thesis Sounds: These headwinds to lower
acuity hospital patient volumes are ongoing and unlikely to abate,
and Tenet and other hospital companies have responded by investing
in outpatient settings. In addition to operating a large number of
ASCs through USPI, Tenet's hospital segment includes other
outpatient facilities like imaging centers, satellite emergency
departments (EDs) and freestanding urgent care centers. Exposure to
outpatient segments may increase the economic cyclicality of
Tenet's and other hospital company's operating results over the
long term, but on balance these investments provide a beneficial
offset to Fitch's expectation for flat to declining inpatient
hospital volumes.
Strategic Review Spurs Action: Tenet's profitability and FCF
generation have also been hampered by company specific issues,
including a bloated cost structure, a highly leveraged balance
sheet, as well as operational issues in some hospital markets and
service lines that have pressured volumes and margins. In addition
to the cost restructuring initiative, a recent strategic review
partly spurred by pressure from shareholders resulted in Tenet
announcing a series of divestitures in the hospital operations
segment, targeted service line closures, and a potential sale of
the Conifer Health Solutions business.
Positive Credit Profile Implications: The cost cutting and
portfolio pruning initiatives have positive implications for the
credit profile. As one example, Tenet is in the process of
divesting its remaining hospitals in Chicago, which is a market
where the company has struggled with poor operating performance in
recent years. The influence of a sale of Conifer is less clear
since it would depend upon the terms of a transaction and the use
of proceeds. However, Fitch does not believe the loss of business
diversification would be a headwind to the credit profile in and of
itself.
USPI Purchase Complete: Earlier in 2018, Tenet completed its
purchase of private equity firm Welsh, Carson, Anderson & Stowe's
ownership interest in USPI. Tenet now owns 95% of USPI; minority
partner Baylor University Medical Center owns 5%. This removes an
overhang on the credit profile related to concern about the
potential for additional debt funding to finance these purchases.
Additionally, it frees up cash to be used for other capital
deployment priorities.
DERIVATION SUMMARY
Tenet's 'B' IDR reflects the company's highly leveraged balance
sheet, largely as a result of debt funded acquisitions. Tenet's
leverage is higher than that of the closest hospital industry
peers: HCA Healthcare Inc. (HCA; BB/Stable) and Universal Health
Services Inc. (UHS; BB+/Stable). Tenet's operating and FCF margins
also lag these industry peers, but Tenet has recently made some
progress in closing the gap through cost cutting measures and the
divestiture of lower margin hospitals. Tenet has a stronger
operating profile than lower rated peers Community Health Systems
(CHS; CCC) and Quorum Healthcare Corp.; like HCA and UHS, Tenet's
operations are primarily located in urban or large suburban markets
that have relatively favorable organic growth prospects.
KEY ASSUMPTIONS
Fitch's key assumptions within its rating case for the issuer
include:
-- Top-line growth of approximately negative 5% in 2018 and
positive 4% in 2019; for 2018 this assumes about 2% organic growth
in the hospital operations and Conifer Health Solutions segment and
6% growth in the ambulatory care segment;
-- Operating EBITDA margin (Fitch's EBITDA calculation excludes
income from affiliates) of 13.7% in 2018 and expanding slightly
through the forecast period due to the divestiture of the lower
margin hospitals, growth of the higher margin ambulatory segment's
share of EBITDA and the effects of the cost restructuring program;
-- Fitch forecasts capital expenditures of $675 million in 2018,
and capital intensity of 3.7% through 2021;
-- FCF (CFO less capital expenditures and dividends to associates
and minorities) of about $480 million in 2018, and 2019-2021 FCF
margin of 2%-3%;
-- Total debt/EBITDA after dividends to associates and minorities
declines to about 5.3x by 2020 due to EBITDA growth and FCF used to
repay some debt maturing in 2019-2020.
RATING SENSITIVITIES
Future Developments That May, Individually or Collectively, Lead to
Positive Rating Action
-- An expectation of gross debt/EBITDA after associate and
minority dividends sustained below 5.5x;
-- FCF margin sustained above 2%.
Future Developments That May, Individually or Collectively, Lead to
Negative Rating Action
-- Gross debt/EBITDA after associate and minority dividends
sustained above 7.0x;
-- Consistently break-even to negative FCF margin.
LIQUIDITY
Adequate Liquidity Profile: At June 30, 2018, liquidity was
provided by $403 million of cash on hand and $998 million of
availability on the $1 billion capacity ABL revolver. Tenet's debt
agreements do not include financial maintenance covenants aside
from a 1.5x fixed-charge coverage ratio test in the bank agreement
that is only in effect during a liquidity event, defined as
whenever available asset-based lending (ABL) facility capacity is
less than $100 million. LTM June 30, 2018 EBITDA/interest paid
equalled 2.5x. Aside from the ABL facility, there is no floating
rate debt in the capital structure, so exposure to rising interest
rates is not an immediate concern. The company has no significant
debt maturities in 2018, $500 million of unsecured notes mature in
2019 and $2.6 billion of debt matures in 2020.
Opportunities to Reduce Debt: Historically, opportunities to reduce
leverage through debt repayment have been limited by expensive make
whole provisions on Tenet's debt. The company has recently been
buying back small amounts of bonds on the open market as cash
generation has improved. The company does have $500 million of
notes maturing in March 2019 and $300 million maturing in February
2020, which provide some near-term opportunities for debt
repayment.
FULL LIST OF RATING ACTIONS
Fitch has taken the following rating actions:
Tenet Healthcare Corporation
-- IDR affirmed at 'B';
-- Senior Secured asset based lending (ABL) facility affirmed at
'BB'/'RR1';
-- Senior Secured First Lien Notes affirmed at 'BB-'/'RR2';
-- Senior Secured Second Lien Notes upgraded to 'B'/'RR4' from
'B-'/'RR5';
-- Senior Unsecured Notes upgraded to 'B'/'RR4' from 'B-'/'RR5'.
The Rating Outlook is revised to Positive from Stable.
The 'BB'/'RR1' and 'BB-'/'RR2' ratings for Tenet's ABL facility and
the senior secured first-lien notes reflect Fitch's expectation of
100% recovery for the ABL facility and 81% recovery for the $6.1
billion first-lien secured notes, respectively, under a bankruptcy
scenario. The 'B'/'RR4' rating on the $2.2 billion senior secured
second-lien notes and $6.4 billion senior unsecured notes reflect
Fitch's expectations of recovery of 34% of outstanding principal.
The upgrade of the second lien and unsecured notes reflects an
improvement in the expected recovery percentage due to a higher
assumed enterprise value.
Fitch estimates an enterprise value (EV) on a going concern basis
of $8.8 billion for Tenet, after a deduction of 10% for
administrative claims. The EV assumption is based on post
reorganization EBITDA after dividends to associates and minorities
of $1.4 billion and a 7x multiple.
The post-reorganization EBITDA estimate is 40% lower than Fitch's
2018 forecasted EBITDA for Tenet and considers the attributes of
the acute care hospital sector including a high proportion of
revenue (30%-40%) generated by government payors, exposing hospital
companies to unforeseen regulatory changes; the legal obligation of
hospital providers to treat uninsured patients, resulting in a high
financial burden for uncompensated care, and the highly regulated
nature of the hospital industry. During the early part of the past
decade, Tenet's EBITDA dropped by more than half as a result of an
operational restructuring to correct business practices in
violation of Medicare standards.
There is a dearth of bankruptcy history in the acute care hospital
segment. In lieu of data on bankruptcy emergence multiples in the
sector, the 7x multiple employed for Tenet reflects a history of
acquisition multiples for large acute care hospital companies with
similar business profiles as Tenet in the range of 7x-10x since
2006 and the average current trading multiple (EV/EBITDA) of
Tenet's peer group (HCA, UHS, LifePoint Health and CHS), which has
fluctuated between approximately 6.5x and 9.5x since 2011.
Based on the definitions of the secured debt agreements, Fitch
believes that the group of operating subsidiaries that guarantee
the secured debt excludes any nonwholly owned and nondomestic
subsidiaries, and therefore, does not encompass part of the value
of the Conifer and ambulatory care segments. While the collateral
for the secured debt does include the equity owned by the parent in
these subsidiaries, Tenet's financial disclosures do not provide
supplemental financial statements breaking down the guarantor
versus non-guarantor value. Therefore, while some of the value of
the non-guarantor subsidiaries could be captured by the secured
lenders ahead of the unsecured lenders in bankruptcy, it is
difficult to estimate that amount.
Instead, Fitch takes the approach that only the value of the
hospital operations segment would be captured by the secured
lenders ahead of the unsecured lenders. At Dec. 31, 2017, about 60%
of consolidated LTM EBITDA was contributed by the hospital
operations segment, and Fitch uses this value as a proxy to
determine the rough value of the secured debt collateral of $5.3
billion. Fitch assumes this amount is completely consumed by the
ABL facility and the first-lien lenders, leaving $3.5 billion of
residual value to be distributed on a pro rata basis to the
remaining $1.8 billion of first-lien claims and the second-lien
secured and unsecured claims.
The ABL facility is assumed to be fully recovered before the other
secured debt in the capital structure. The ABL facility is secured
by a first-priority lien on the patient accounts receivable of all
the borrower's wholly owned hospital subsidiaries, while the first-
and second-lien secured notes are secured by the capital stock of
the operating subsidiaries, making the notes structurally
subordinate to the ABL facility with respect to the accounts
receivable collateral. Fitch assumes that Tenet would draw the full
amount available on the $1 billion ABL facility in a bankruptcy
scenario, and includes that amount in the claims waterfall.
TMK HAWK: Moody's Affirms B3 CFR & Changes Outlook to Negative
--------------------------------------------------------------
Moody's Investors Service affirmed all the ratings of TMK Hawk
Parent, Corp including its B3 Corporate Family Rating, B3-PD
Probability of Default Rating (PDR), B3 1st lien senior secured
rating and Caa2 2nd lien senior secured rating. In addition,
Moody's changed TMK's outlook to negative from stable.
"The change in outlook to negative from stable is driven by TMK's
weaker than expected operating performance and credit metrics,
lower than expected top line revenue growth and its view that the
ability to materially improve leverage and coverage will be
challenging" stated Bill Fahy, Moody's Senior Credit Officer. "The
affirmation reflects TMK's relatively steady and recurring revenue
stream from equipment replacement and supply replenishment, low
capex requirements and adequate liquidity" stated Fahy.
Affirmations:
Issuer: TMK Hawk Parent, Corp
Probability of Default Rating, Affirmed B3-PD
Corporate Family Rating, Affirmed B3
Senior Secured 1st Lien Bank Credit Facility, Affirmed B3 (LGD3)
Senior Secured 2nd Lien Bank Credit Facility, Affirmed Caa2 (LGD5)
Outlook Actions:
Issuer: TMK Hawk Parent, Corp
Outlook, Changed To Negative From Stable
RATINGS RATIONALE
TMK is constrained by its high financial leverage and modest
coverage as well as its ongoing acquisition strategy and revenue
concentration by end market, customer and state. TMK benefits from
its relatively steady and recurring revenue stream from equipment
replacement and supply replenishment, low capex requirements, and
adequate liquidity.
The negative outlook reflects TMK's weaker than expected operating
performance and credit metrics due in part to challenging operating
trends and its view that the ability to materially improve leverage
and coverage will be challenging going forward.
Factors that could result in an upgrade include steady organic
growth in revenue and earnings that results in a material reduction
in leverage and stronger interest coverage. Specifically, an
upgrade would require debt to EBITDA below 5.5 times and EBITA to
interest of over 2.25 times on a sustained basis. A higher rating
would also require good liquidity. Whereas, an inability to
strengthen debt to EBITDA to under 6.5 times over the next twelve
to eighteen months or a deterioration in liquidity for any reason,
could result in a downgrade.
TMK is a distributor of foodservice equipment and supplies in North
America, providing all non-food products used by restaurants and
other foodservice operators. Annual revenues are approximately $1.8
billion. TMK is majority owned by Centerbridge Partners, L.P.
TRINITY PHYSICIANS: Must File Plan and Disclosures Before Dec. 27
-----------------------------------------------------------------
Bankruptcy Judge Michael G. Williamson ordered Trinity Physicians
LLC to file a plan and disclosure statement on or before Dec. 27,
2018.
The Disclosure Statement must, at the minimum, contain adequate
information pertaining to the Debtor in the following areas:
(a) Pre- and post-petition financial performance;
(b) Reasons for filing Chapter 11;
(c) Steps taken by the Debtor since filing of the petition to
facilitate its reorganization;
(d) Projections reflecting how the Plan will be feasibly
consummated;
(e) A liquidation analysis; and
(f) A discussion of the Federal tax consequences as described in
section 1125(a)(1) of the Bankruptcy Code.
If the Debtor fails to file a Plan and Disclosure Statement by the
Filing Deadline, the Court will issue an Order to Show Cause why
the case should not be dismissed or converted to a Chapter 7.
About Trinity Physicians
Trinity Physicians, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-07323) on August 30,
2018. At the time of the filing, the Debtor estimated assets of
less than $1 million and liabilities of less than $1 million.
TROLLEY INC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Trolley, Inc.
713 Old Shore Rd
Forked River, NJ 08731-5901
Business Description: Trolley, Inc. is a total transportation and
group tour company offering a wide variety
of charter services to its customers.
Chapter 11 Petition Date: September 27, 2018
Court: United States Bankruptcy Court
District of New Jersey (Trenton)
Case No.: 18-29240
Judge: Hon. Michael B. Kaplan
Debtor's Counsel: Daniel E. Straffi, Esq.
STRAFFI & STRAFFI, LLC
670 Commons Way
Toms River, NJ 08755
Tel: 732-341-3800
Fax: 732-341-3548
E-mail: bkclient@straffilaw.com
Total Assets: $1,509,266
Total Liabilities: $541,382
The petition was signed by Ronald Faillace, owner.
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/njb18-29240.pdf
URBAN OAKS: Taps Okin Adams as Legal Counsel
--------------------------------------------
Urban Oaks Builders LLC seeks approval from the U.S. Bankruptcy
Court for the Southern District of Texas to hire Okin Adams LLP as
its legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code; analyze claims and negotiate with creditors;
assist in the preparation of a plan of reorganization; and provide
other legal services related to its Chapter 11 case.
The primary attorneys at Okin Adams who will be handling the case
and their hourly rates are:
Matthew Okin Partner $575
David Curry, Jr. Partner $450
Ryan O'Connor Associate $275
The firm will charge $135 per hour for the work of legal
assistants.
Okin Adams initially received from the Debtor a retainer in the sum
of $100,000.
Matthew Okin, Esq., a partner at Okin Adams, disclosed in a court
filing that his firm is "disinterested" as defined in section
101(14) of the Bankruptcy Code.
The firm can be reached through:
Matthew Scott Okin, Esq.
Okin Adams LLP
1113 Vine Street, Suite 201
Houston, TX 77002
Tel: 713-228-4100
Fax: 888-865-2118
E-mail: mokin@okinadams.com
E-mail: info@okinadams.com
About Urban Oaks Builders
Urban Oaks Builders LLC is a privately-held company that provides
residential building construction services.
Urban Oaks Builders sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Texas Case No. 18-34892) on August 31,
2018.
In the petition signed by Todd Hagood, vice-president, the Debtor
estimated assets of $10 million to $50 million and liabilities of
$50 million to $100 million. Judge Marvin Isgur presides over the
case. The Debtor tapped Baker Botts LLP as its special litigation
counsel; and Stout Risius Ross, LLC as its financial advisor.
VICTOR P. KEARNEY: Bid for 2004 Examination of ARCO Partly Granted
------------------------------------------------------------------
Bankruptcy Judge David T. Thuma grants in part Victor Kearney's
amended motion for 2004 examination of Alvarado Realty Company.
The primary purpose of an examination under Rule 2004 is to
ascertain the extent and location of the estate's assets.
After careful consideration, the Court concludes that it would be
fair and reasonable to give Reid, Collins & Tsai access to the
Produced ARCO Documents.6 From what the Court can tell, Reid
Collins & Tsai is a reputable firm, employing very able counsel.
The Court has no reason to doubt that, if given access to the
Produced ARCO Documents, Reid Collins & Tsai would keep the
documents confidential.
On the other hand, the Court does not believe it is necessary or
desirable to order ARCO to produce additional documents. The Court
concludes that the Debtor already has enough information to
evaluate the potential claims. Unlike most Rule 2004 motions
seeking pre-litigation discovery, there has already been both
extensive litigation and extensive discovery involving the Debtor
and ARCO. While it is always nice to get more information, the
Court finds that no more information is needed before the Debtor
can evaluate any potential claims against ARCO. On balance, the
Court finds and concludes that the burdens on and risks to ARCO of
additional production outweigh the potential benefits to the
estate. The Court also finds that there are enough difficulties and
"red flags" relating to the potential claims and the Debtor's
motivations to justify a cautious and conservative response to the
Rule 2004 Motion.
Rule 2004 is broad enough to allow the Court to grant Debtor's Rule
2004 Motion in its entirety. However, the Court is unwilling to
require ARCO to produce more documents than it already has, let
alone open the flood gates as wide as Debtor asks. Rather, the
Court believes that a reasonable response to the Rule 2004 Motion
is to allow Reid Collins & Tsai to review the Produced ARCO
Documents.
The bankruptcy case is in re: VICTOR P. KEARNEY, Debtor, Case No.
17-12274-t11 (Bankr. D.N.M.).
A copy of the Court's Memorandum Opinion dated Sept. 14, 2018 is
available at https://bit.ly/2xMrEr2 from Leagle.com.
Victor P. Kearney, Debtor, represented by Jason Michael Cline ,
Jason Cline -- jason@attorneyjasoncline.com -- LLC, Debbie E.
Green , Foley & Lardner LLP, Don F. Harris ,Marcus A. Helt --
mhelt@gardere.com -- Foley & Lardner LLP & David Benjamin Thomas ,
Reid Collins & Tsai LLP.
United States Trustee, U.S. Trustee, represented by Alice Nystel
Page , Office of the U.S. Trustee.
Unsecured Creditors Committee, Creditor Committee, represented by
Chris W. Pierce, Walker & Associates, P.C. & Thomas D. Walker --
twalker@twalkerlawpc.com -- Walker & Associates, P.C.
Victor P. Kearney filed for chapter 11 bankruptcy protection
(Bankr. D.N.M. Case No. 17-12274) on Sept. 1, 2017 and is
represented by Jason Michael Cline, Esq. of Jason Cline, LLC.
VICTORY SOLUTIONS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Victory Solutions LLC
19571 Progress Drive
Strongsville, OH 44149
Business Description: Victory Solutions LLC is a
telecommunications equipment supplier in
Strongsville, Ohio. The Company developed
the Victory VoIP (Voice-over Internet
Protocol) system - a specially equipped
phone that serves as a plug-and-play call
center and enables campaigns to contact more
voters and build intelligent databases.
The Company previously filed for bankruptcy
protection on Feb. 26, 2018 (Bankr. N.D.
Ohio Case No. 18-10977).
Chapter 11 Petition Date: September 27, 2018
Case No.: 18-15798
Court: United States Bankruptcy Court
Northern District of Ohio (Cleveland)
Judge: Hon. Jessica E. Price Smith
Debtor's Counsel: Glenn E. Forbes, Esq.
FORBES LAW LLC
166 Main Street
Painesville, OH 44077-3403
Tel: (440)357-6211
E-mail: bankruptcy@geflaw.net
Total Assets: $231,901
Total Liabilities: $2,014,386
The petition was signed by Shannon Burns, managing member.
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/ohnb18-15798.pdf
VINE OIL: Moody's Hikes Sr. Unsec. Notes to Caa1, Outlook Stable
----------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to Vine Oil & Gas,
LP's proposed $350 million senior unsecured notes due 2023 and
upgraded Vine's existing $530 million senior unsecured notes rating
to Caa1 from Caa2. Concurrently, Moody's affirmed Vine's B3
Corporate Family Rating and its B3-PD Probability of Default
Rating. The ratings outlook is stable.
Vine has proposed to issue $350 million of new senior unsecured
notes due 2023, pari passu with all existing and future senior
unsecured indebtedness. The proceeds will be used to repay the
outstanding balance under the Term Loan B in full. The B3 rating on
the Term Loan will be withdrawn upon repayment.
"Vine's ratings reflect the company's production growth, improved
proved developed reserves scale through 2018, and its adequate
liquidity. Vine also benefits from its highly productive acreage in
the Haynesville/Mid-Bossier shale formations, resulting in superior
capital efficiency" commented Sreedhar Kona, Moody's Senior
Analyst. "Vine's projected path to cash flow neutrality through
2019 contributes to the stable outlook."
Debt List
Assignments:
Issuer: Vine Oil & Gas, LP
$350 million senior unsecured notes due 2023, Assigned Caa1 (LGD5)
Upgrades:
Issuer: Vine Oil & Gas, LP
$530 million senior unsecured notes due 2023, Upgraded to Caa1
(LGD5) from Caa2 (LGD5)
Affirmations:
Issuer: Vine Oil & Gas, LP
Corporate Family Rating, Affirmed B3
Probability of Default Rating, Affirmed to B3-PD
To Be Withdrawn Upon Close/Repayment:
Issuer: Vine Oil & Gas, LP
Senior Secured Bank Credit Facility Term Loan B, Unchanged and to
be withdrawn B3 (LGD3)
Outlook Actions:
Issuer: Vine Oil & Gas, LP
Outlook, Remains Stable
RATINGS RATIONALE
Vine's senior unsecured notes are rated Caa1 under Moody's Loss
Given Default methodology, reflecting the notes' subordination to
Vine's $150 million superpriority loan and the $350 million senior
secured revolving credit facility ($255 million outstanding as of
June 30, 2018), which benefit from a priority lien on the
collateral.
Vine's B3 CFR incorporates its current production level, cash flow
based credit metrics supported by a strong hedge book and adequate
liquidity offset by low, albeit improving, proved developed
reserves scale. Vine's ratings are constrained by its low level of
proved developed (PD) reserves and high financial leverage as
measured by the debt to PD reserves ratio. Vine's debt to PD
reserves ratio at the end of second quarter 2018 was approximately
$17 per boe and will decline further through 2019 as the company
develops its acreage through significant capital expenditure. The
remaining payments through 2020, although de minimis, associated
with midstream gathering liabilities and related minimum volume
commitments somewhat constrain the ratings.
Vine's cash flow metrics are expected to improve mostly supported
by its strong hedge book that provides substantial certainty of
cash flows through 2018 and 2019. Moody's projects Vine's average
daily production for 2018 to be close to 90 Mboe per day, an
increase of over 60% as compared to its 2017 production of 56 Mboe
per day. Retained cash flow to debt for 2018 will be above 20%,
rising from 14% in 2017. Vine also benefits from its highly
productive acreage in Haynesville/Mid-Bossier formations and its
low finding and development costs contributing to a superior
capital efficiency.
Vine's liquidity profile is adequate reflecting its cash flow
support from strong hedges, high reliance on its revolver and
ability to maintain covenant compliance. As of the end of second
quarter 2018, Vine had a cash balance of $34 million and $83
million availability under its $350 million borrowing base
revolving credit facility due in November 2019. 91% of Vine's 2018
expected production and 76% of 2019 expected production is hedged
above current market prices. Moody's expects Vine to use its
balance sheet cash, operating cash flow and revolver borrowings to
meet its cash needs including capital expenditures through 2018 and
2019. Maintenance financial covenants are limited to senior secured
Debt to EBITDA covenant of 3.0x (stepping down to 2.5x from June
2018) that only includes revolver drawings and the superpriority
loan balance. Moody's expects the company to maintain strong
cushion under the covenant for future compliance through 2019.
The stable outlook reflects Vine's adequate liquidity, high capital
efficiency contributing to modest reserves growth and projected
path to cash flow neutrality through 2019.
Vine's ratings could be upgraded if it grows its reserve base
resulting in a debt to PD reserves ratio of less than $10 per boe,
while sustaining its retained cash flow to debt ratio above 20% and
maintaining adequate liquidity.
The ratings could be downgraded if the company's liquidity worsens,
or if the company is unable to execute on its development and
production growth plans.
The principal methodology used in these ratings was Independent
Exploration and Production Industry published in May 2017.
Headquartered in Plano, Texas, Vine Oil & Gas LP is a natural
gas-focused private independent exploration and production company
formed in 2014, in partnership with its private equity sponsor, The
Blackstone Group L.P. (Blackstone).
VINE OIL: S&P Assigns 'B-' Rating on New $350MM Sr. Unsec. Notes
----------------------------------------------------------------
S&P Global Ratings assigned its 'B-' issue-level rating (one notch
below the issuer credit rating) and '5' recovery rating to Plano,
Texas–based Vine Oil & Gas L.P.'s proposed $350 million senior
unsecured notes due in 2023.
S&P said, "At the same time, we raised the issue-level rating on
Vine's outstanding $530 million senior unsecured notes due in 2023
to 'B-' from 'CCC+' and revised the recovery rating to '5' from
'6'. The '5' recovery rating indicates our expectation for modest
recovery (10%-30%; rounded estimate: 20%) of principal in the event
of a payment default."
The upgrade reflects an increase in Vine's enterprise value
following an updated PV-10 valuation of its proved reserves based
on S&P's recovery-case assumptions, and its expectation that the
company will retire its $339 million senior secured term loan B
with the proceeds of the new offering. The improved PV-10 value as
of June 30, 2018, reflects the company's ongoing development
activity in its core Haynesville assets, resulting in reserve
growth and conversion of proved undeveloped reserves to proved
developed.
RATINGS LIST
Vine Oil & Gas L.P.
Issuer Credit Rating B/Stable/--
New Rating
Vine Oil & Gas L.P.
Vine Oil & Gas Finance Corp.
Senior Unsecured
$350 mil sr notes due 2023 B-
Recovery Rating 5(20%)
Issue-Level Ratings Raised; Recovery Ratings Revised
To From
Vine Oil & Gas L.P.
Vine Oil & Gas Finance Corp.
Senior Unsecured B- CCC+
Recovery Rating 5(20%) 6(0%)
WACHUSETT VENTURES: LTCOP Files 2nd Report on Mass. Facilities
--------------------------------------------------------------
The Massachusetts State Long Term Care Ombudsman Program ("LTCOP"),
a federally mandated resident centered advocacy and problem
resolution program for residents and patients of long term care
facilities, filed a second report on the Debtor's facilities at
Brockton Health Center, Den-Mar Health and Rehabilitation Center,
and Quincy Health and Rehabilitation.
The LTCOP states, "All three facilities appear to be managing
through bankruptcy. Although the staff changes and unfilled
positions are of concern, it is a problem not uncommon in many
facilities. The Ombudsman Program will continue its visitation and
monitoring of these facilities and will address any resident issues
brought to our attention."
A full-text copy of the LTCOP's Second Report is available for free
at:
http://bankrupt.com/misc/maeb18-11053-619.pdf
About Wachusett Ventures
Founded in 2013, Wachusett Ventures, LLC, operates five skilled
nursing facilities in Connecticut and Massachusetts and employ
approximately 600 people. For the fiscal year 2017, their gross
revenue was approximately $54 million.
Wachusett Ventures and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Lead Case No.
18-11053) on March 26, 2018.
In the petitions signed by Steven Vera, chief operating officer,
Wachusett Ventures estimated assets of $1 million to $10 million
and liabilities of less than $1 million.
Judge Frank J. Bailey presides over the case.
The Debtors hired Nixon Peabody LLP as legal counsel; CBIZ
Accounting, Tax & Advisory of New York, LLC as financial advisor;
Marcum LLP as accountant; and Donlin, Recano & Company, Inc., as
claims and noticing agent.
The U.S. Trustee for Region 1 appointed an official committee of
unsecured creditors on April 6, 2018. The committee tapped Pepper
Hamilton LLP as its legal counsel.
WACHUSETT VENTURES: PCO Files 2nd Report on Connecticut Facilities
------------------------------------------------------------------
Joseph J. Tomaino, the duly appointed Patient Care Ombudsman in the
bankruptcy case of Wachusett Ventures, LLC, filed a second report
pursuant to 11 U.S.C. Section 333 (b)(2).
The PCO's appointment covers the Debtor's two facilities located in
the State of Connecticut. The first facility is Harbor Village
North in New London. Harbor Village South discontinued care
operations prior to the bankruptcy filing and therefore does not
require a Patient Care Ombudsman. The second is Parkway Pavilion
in Enfield.
The PCO states that since the last report on June 25, 2018, he has
received weekly reports from the directors of nursing of both
facilities, and has interviewed the operator/debtor on the impact
of the bankruptcy on the organization. The facilities continue to
post the PCO's contact information, and no calls of inquiry or
complaint have been received. The PCO has also been in contact
with representatives of the Connecticut Department of Health and
the Connecticut Long Term Care Ombudsman, both of whom have regular
interactions with the facilities and neither has raised any
concerns regarding them.
A full-text copy of the PCO's Second Report is available for free
at:
http://bankrupt.com/misc/maeb18-11053-587.pdf
About Wachusett Ventures
Founded in 2013, Wachusett Ventures, LLC, operates five skilled
nursing facilities in Connecticut and Massachusetts and employ
approximately 600 people. For the fiscal year 2017, their gross
revenue was approximately $54 million.
Wachusett Ventures and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Lead Case No.
18-11053) on March 26, 2018.
In the petitions signed by Steven Vera, chief operating officer,
Wachusett Ventures estimated assets of $1 million to $10 million
and liabilities of less than $1 million.
Judge Frank J. Bailey presides over the case.
The Debtors hired Nixon Peabody LLP as legal counsel; CBIZ
Accounting, Tax & Advisory of New York, LLC as financial advisor;
Marcum LLP as accountant; and Donlin, Recano & Company, Inc., as
claims and noticing agent.
The U.S. Trustee for Region 1 appointed an official committee of
unsecured creditors on April 6, 2018. The committee tapped Pepper
Hamilton LLP as its legal counsel.
WALDRON DEVELOPMENT: Exclusive Filing Period Extended to Dec. 10
----------------------------------------------------------------
The Hon. Jacqueline Cox of the U.S. Bankruptcy Court for the
Northern District of Illinois, at the behest of Waldron Development
Company, has extended the period during which the Debtor has the
exclusive right to file a plan and the period for obtaining
acceptances of a plan up to and including Dec. 10, 2018 and Feb.
11, 2019, respectively.
The Troubled Company Reporter has previously reported that the
Debtor sought exclusivity extension so that the Debtor can
incorporate into its reorganization plan the results of the sale of
its principal asset – a three flat apartment building located (in
the Wrigleyville area) at 3838 North Kenmore, Chicago, Illinois.
The Property is subject to a mortgage and assignment of rents
securing a debt of approximately $824,994 in favor of Wilmington
Trust, National Association, not in its individual capacity, but
solely as trustee for MFRA Trust 2015-1.
On March 28, 2018, the Court entered an Order authorizing the
Debtor to retain Ten-X to implement an auction process for the sale
of the Debtor's real estate. The Property received some bids at the
preliminary auction but did not receive a bid that reflected the
true value of the Property. The Debtor has determined that there
would be better success marketing the Property on the MLS rather
than holding a second auction.
Several potential buyers have expressed interest in the Property
and there continues to be showings of the Property. In the
meantime, the Debtor's extended exclusivity period under section
1121 will expire on October 11, 2018. Because the results of the
sale process are relevant to the terms of a plan, the Debtor
requested a 60-day extension of the exclusivity period.
About Waldron Development Company
Waldron Development Company owns a three-flat apartment building at
3838 North Kenmore, Chicago, Illinois.
Waldron Development sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ill. Case No. 17-37011) on Dec. 14,
2017. The Debtor intends to use Chapter 11 to effectuate a sale of
the building under Section 363(b) of the Bankruptcy Code, or to
restructure the debt on the building.
At the time of the filing, the Debtor estimated assets of less than
$50,000 and liabilities of less than $1 million.
Judge Jacqueline P. Cox presides over the case.
The Debtor tapped The Law Office of William J. Factor, Ltd., as its
legal counsel; Larry Goldsmith and the firm of CJBS, LLC, as its
accountants; and Ten-X LLC as its marketplace and transaction host
relating to the sale of the Real Property.
WALL STREET LANGUAGES: Ombudsman Files Supplemental Report
----------------------------------------------------------
Elise S. Frejka, the consumer privacy ombudsman in the chapter 11
case of Wall Street Languages, Ltd., d/b/a Rennert International,
filed a supplemental report to assist the Bankruptcy Court in its
consideration of the facts, circumstances and conditions of the
proposed private sale of substantially all of the Debtor's assets
related to its English as a Second Language School, Translation
Business and Career School, including student records containing
personally identifiable information to Berkeley Language Services
LLC pursuant to (a) an ESL Asset Purchase Agreement dated September
18, 2018, and (b) a Career School Asset Purchase Agreement dated
September 18, 2018.
Berkeley, a private academic institution specializing in
career-focused education, is certified to enroll foreign students
under the Student and Exchange Visitor Program and can therefore
provide international students with the requisite visas to study in
the United States.
The Ombudsman recommends that the Bankruptcy Court approve the
proposed sale and transfer of the Debtor's assets and related
student records and other student records-related information
without limitation, subject to the approval of the New York State
Department of Education and compliance with New York State law.
A copy of the Supplemental Ombudsman Report is available from
PacerMonitor.com at https://tinyurl.com/yd5xw8f2 at no charge.
About Wall Street Languages
Wall Street Languages Ltd. sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 18-11581) on May 24,
2018. At the time of the filing, the Debtor estimated assets of
less than $50,000 and liabilities of less than $500,000. The
Debtor hired DelBello Donnellan Weingarten Wise & Wiederkehr, LLP,
as its legal counsel.
WESTMORELAND COAL: Extends Forbearance & RSA Deadline to Oct. 5
---------------------------------------------------------------
Westmoreland Coal Company, together with certain of its
subsidiaries, and the requisite supporting noteholders have agreed
to extend the forbearance period from Sept. 30, 2018 to Oct. 5,
2018 with respect to the Company's Senior Secured Notes due 2022
issued pursuant to the Indenture, dated as of Dec. 16, 2014, by and
among the Company, the guarantors and U.S. Bank National
Association, as trustee and collateral agent.
On May 21, 2018, Westmoreland Coal entered into the Forbearance
Agreement with certain holders of the Company's Senior Secured
Notes pursuant to which the Supporting Holders have agreed to
forbear from exercising their rights and remedies under the
Indenture or the related security documents until the earlier of
(a) 12:01 a.m. New York City time on Sept. 30, 2018 and (b) a
Termination Event (as defined in the Forbearance Agreement) with
respect to certain potential events of default arising under
section 6.01 of the Indenture.
Extension of Term Loan Forbearance Period
On May 21, 2018, the Company entered into the Fourth Amendment to
Credit Agreement with certain lenders, constituting Required
Lenders, under the Credit Agreement, dated as of Dec. 16, 2014, by
and among the Company, the Guarantors and Wilmington Savings Fund
Society, FSB (as successor in interest to Bank of Montreal), as
administrative agent. Pursuant to the Term Loan Amendment, the
Required Lenders agreed to forbear from exercising their rights and
remedies under the Company's Credit Agreement or the related
security documents until the earlier of (a) 12:01 a.m. New York
City time on Sept. 30, 2018 and (b) an Event of Termination (as
defined in the Term Loan Amendment) with respect to certain
potential events of default arising thereunder.
On Sept. 26, 2018, the Company and the Required Lenders under the
Credit Agreement agreed to extend clause (a) of the Term Loan
Forbearance Period from Sept. 30, 2018 to Oct. 5, 2018.
Extension of Bridge Loan RSA Deadline
On May 21, 2018, the Company entered into the Terms of Bridge Loans
with members of an ad hoc group of the Company's existing first
lien lenders and noteholders. Pursuant to the terms of the Bridge
Loan Agreement, as both an affirmative covenant and an event of
default, the Company is required to enter into a restructuring
support agreement on or prior to Sept. 30, 2018.
On Sept. 26, 2018, the Company and the Required Lenders under the
Bridge Loan Agreement agreed to extend the deadline by which the
Company is required to enter into a restructuring support agreement
under the Bridge Loan Agreement from Sept. 30, 2018 to Oct. 5,
2018.
About Westmoreland Coal
Based in Englewood, Colorado, Westmoreland Coal Company --
http://www.westmoreland.com/-- is an independent coal company
based in the United States. The Company produces and sells thermal
coal primarily to investment grade utility customers under
long-term, cost-protected contracts. Its focus is primarily on
mine locations which allow it to employ dragline surface mining
methods and take advantage of close customer proximity through
mine-mouth power plants and strategically located rail
transportation. At Dec. 31, 2017, the Company's U.S. coal
operations were located in Montana, Wyoming, North Dakota, Texas,
New Mexico and Ohio, and its Canadian coal operations were located
in Alberta and Saskatchewan. The Company sold 49.7 million tons of
coal in 2017.
Westmoreland Coal reported a net loss applicable to common
shareholders of $71.34 million for the year ended Dec. 31, 2017, a
net loss applicable to common shareholders of $27.10 million for
the year ended Dec. 31, 2016, and a net loss applicable to common
stockholders of $213.6 million for the year ended Dec. 31, 2015.
As of June 30, 2018 the Company had $1.45 billion in total assets,
$2.14 billion in total liabilities and a total deficit of $686.2
million.
Ernst & Young LLP's audit opinion included in the company's Annual
Report on Form 10-K for the year ended Dec. 31, 2017 contains a
going concern explanatory paragraph stating that the Company has a
substantial amount of long-term debt outstanding, is subject to
declining industry conditions that are negatively impacting the
Company's financial position, results of operations, and cash
flows, and has stated that substantial doubt exists about the
Company's ability to continue as a going concern.
* * *
In April 2018, Moody's Investors Service downgraded the ratings of
Westmoreland Coal Company, including its corporate family rating
(CFR) to 'Caa3' from 'Caa1'. According to Moody's, the downgrade
reflects the company's weak liquidity position due to the near-term
maturity of its term loan.
As reported by the TCR on Sept. 11, 2018, S&P Global Ratings
withdrew its 'D' issuer credit rating on Westmoreland Coal Co. at
the issuer's request. In June 2018, S&P Global Ratings lowered its
issuer credit rating on Westmoreland Coal to 'D' from 'SD'. The
downgrade incorporates WCC's forbearance agreement. Under S&P's
criteria, forbearance agreements related to missing payments
without appropriate compensation constitute a default.
WESTMORELAND RESOURCE: Extends Loan Default Waivers Until Nov. 5
----------------------------------------------------------------
Westmoreland Resource Partners, LP, its subsidiary, Oxford Mining
Company, LLC, as borrower, and the guarantors, U.S. Bank National
Association, as administrative agent and collateral agent, and the
lenders have entered into Waiver and Amendment No. 8 to the
Financing Agreement dated Dec. 13, 2014, among the Loan Parties,
the Agents, and the lenders. Pursuant to the Waiver, the Agents,
the lenders and the Loan Parties agreed, among certain other
affirmative covenants, to extend the waiver of any actual or
potential Default of Event of Default that arose or may have
arisen, in each case, solely as a result or in connection with the
Loan Parties' failure under Section 7.01(a)(iii) of the Financing
Agreement to deliver to each Agent and to each Lender an
unqualified audit opinion in connection with the audited financial
statements for the Fiscal Year of the Partnership and its
Subsidiaries ending Dec. 31, 2017, until the earliest of (i) 11:59
pm New York time Nov. 5, 2018, (ii) the occurrence of any event of
default not waived pursuant to the Waiver and (iii) an insolvency
proceeding of Westmoreland Coal Company. Additionally, the Waiver
provides that any interest payment that is due and payable in cash
between Sept. 28, 2018 and Dec. 14, 2018 will be paid in kind,
capitalized and added to the then-outstanding principal amount of
the term loan under the Financing Agreement.
About Westmoreland Resource
Based in Englewood, Colorado, Westmoreland Resource Partners, LP
(NYSE: WMLP) -- http://www.westmorelandMLP.com/-- is a low-cost
producer of high-value thermal coal to large electric utilities
with coal-fired power plants under long-term coal sales contracts.
The Company also markets to industrial users, and is the largest
producer of surface mined coal in Ohio.
Westmoreland Resource reported a net loss of $31.75 million on
$315.6 million of revenues for the year ended Dec. 31, 2017,
compared to a net loss of $31.58 million on $349.3 million of
revenues for the year ended Dec. 31, 2016. As of June 30, 2018,
Westmoreland Resource had $236.8 million in total assets, $405.15
million in total liabilities and a total partners' deficit of
$168.38 million.
Ernst & Young LLP, in Denver, Colorado, the Partnership's auditor
since 2015, issued a "going concern" opinion its report on the
consolidated financial statements for the year ended Dec. 31, 2017,
stating that the Partnership does not currently have liquidity or
access to additional capital sufficient to pay off its term loan
debt by its maturity date, and has stated that substantial doubt
exists about the Partnership's ability to continue as a going
concern.
WILLIAM ABRAHAM: Trustee Selling American Furniture Bldg. for $475K
-------------------------------------------------------------------
Ronald Ingalls, the Trustee of the estate of William David Abraham,
Jr., asks the U.S. Bankruptcy Court for the Western District of
Texas to authorize the sale of the real property located at 105
North Oregon, El Paso, Texas ("American Furniture Building") to
Franklin Mountain Management, LLC or assigns for $475,000, subject
to higher and better offers.
A hearing on the Motion is set for Oct. 9, 2018, at 10:00 a.m.
The Debtors were the holders of legal or beneficial interests in at
least 28 pieces of real property in El Paso and Hudspeth Counties.
Approximately 15 of these properties are located in El Paso's
Central Business District and three of the 15 hold historical
designations.
On July 24, 2018, Downtown Renaissance Joint Venture ("DRJV"), also
known in some pleadings as El Paso Renaissance Joint Venture
("EPRJV"), filed a Disclosure Statement and Plan of Reorganization,
which proposed to 18 of the properties listed in the Abraham and
Franklin schedules for a total purchase price of $10.4 million. On
Aug. 8, 2018, EPRJV filed a Motion to Compel Mediation of Disputes
Concerning Creditor's Plan of Liquidation.
On Aug. 14, 2018, the Court entered an Order Requiring Mediation.
The Trustee, William D. Abraham, Franklin Acquisitions, LLC, the
City of El Paso and DRJV (and its joint venturers) conducted a
mediation on Aug. 29, 2018. A resolution of their pending disputes
was reached between several of the parties and a Settlement
Agreement was executed by the Trustee, DRJV Franklin Mtn.
Management and Ondason, LLC, pending Court approval.
The Settlement Agreement requires, in part, that the Trustee file
motions to sell certain properties with initial bidders and bids.
The American Furniture Building is one of these properties. Its
legal description is: 26 Mills 112 Ft on Oregon x 120 Ft on E
(13,440 Ss Ft).
Legal title since March of 2015 according to the El Paso Central
Appraisal District has been held in the name of 200 N. Mesa, LLC,
which acquired it from the Caples Land Co. The deed from Caples
Land Company purports to convey the real property without conveying
the improvements. However, Abraham has represented that he owns
both these entities in their entirety. Debtor Abraham has not held
the property in his name since it was foreclosed upon in June of
1995.
105 N. Oregon is an office building located in the El Paso Central
Business District. It has been the subject of code enforcement
actions by the City of El Paso.
The property is the subject of the following executory contracts:
a. JG WRD, LLC: 6006 N. Mesa, Suite 604, El Paso, TX 79912
(Ground lease)
b. Rosa Azul Sanchez: Imperial Real Estate, 105 N. Oregon, El
Paso, TX 79901 (Month to Month Tenancy)
c. UPS Store: 105 N. Oregon, El Paso, TX 79901 (Month to month
tenancy)
The sale proposed by the Mmotion would necessarily result in
rejection of the proposed ground lease with JG WRD, LLC. The other
leases are month to month tenancies. The Trustee is not presently
receiving any rent from these leases and they may have been
abandoned.
The Trustee as the Seller and the Buyer will be entering into a
Contract of Sale of the American Furniture Building for $475,000,
free and clear of all liens, claims, interests and encumbrances,
subject to the Court's approval and receipt of a higher and better
offer. The El Paso County Appraisal District has valued the
property at $843,494. The Debtor has scheduled the value of the
Property at $4 million.
The Trustee received a prior offer from DRJV via its Plan of
Reorganization for the Property in the amount of $300,000. Paul
Foster and William Kell are principals in Franklin Mountain
Management and they or entities in which they are principals are
principals in DRJV.
Following is information about the proposed sale:
a. The name and address of the proposed buyer or lessee:
Franklin Mountain Management, LLC or assigns 123 W. Mills Avenue,
Suite 600 El Paso, Texas 79901
b. The proposed consideration to be received by the estate,
including estimated costs of the sale or lease, including
commissions, auctioneer's fees, costs of document preparation and
recording and any other customary closing costs: $475,000 sales
price and 6% broker's commissions equal to $28,500. The Seller
will also pay for a title policy, preparation of the deed and bill
of sale, one-half of any escrow fee and costs to record any
documents to cure title objections that Seller must cure.
Additionally, taxes will be pro-rated as of the date of closing.
c. A description of the estimated or possible tax consequences
to the estate, if known, and how any tax liability generated by the
use, sale or lease of such property will be paid: Unknown
d. A preliminary title search and review of the Schedules and
proofs of claim filed in the case indicate the following liens,
judgments, and other claims may exist against the Real Property:
(i) Ad valorem taxes owing to the City of El Paso in the
approximate amount of $163,235 for tax years 2014 through 2018; and
(ii) Abstract of Judgment in favor of The City of El Paso in the
amount of
$1,242,486.
The City of El Paso asserts that its judgment lien relates to all
the non-exempt real property owned by the Debtor but the claim
reduced to judgment relates to the property and improvements
commonly known as 105 N. Oregon. Additionally, Ivan Aguilera,
IGSFA Management, LLC, and Loretta Lynch assert judgment liens
against Debtor’s non-exempt real property: because the Property
has never been owned by the Debtor since these liens were filed,
the Trustee does not believe that these liens encumber the
Property.
The 2018 ad valorem taxes will be pro-rated between the Seller and
the Buyer as of the date of closing, Seller’s pro-rata portion of
the 2018 ad valorem taxes will be paid at closing and the Property
will be sold subject to the statutory ad valorem tax lien for 2018.
The Net proceeds from the sale will first be applied to unpaid ad
valorem taxes for 2014 through 2017 and the remainder to the
judgment lien held by The City of El Paso. The Trustee does not
contemplate any excess proceeds from the sale but, to the extent
that any of the liens set forth other than the City of El Paso are
determined to be valid, the sale will be free and client of these
liens and encumbrances.
The Trustee and the City of El Paso have additionally agreed in
the Mediation Settlement Agreement that the following will be part
of this sales transaction:
a. The City of El Paso will release its judgment lien on all
properties of the estate, whether the Debtor's interests in these
properties are legal or beneficial;
b. All litigation pending between the City of El Paso and the
bankruptcy estate with regard to the Property will be dismissed;
and
c. The orders of the Building and Standards Commission of the
City of El Paso relating to the property at 105 N. Oregon will
remain binding and enforceable on the current holder of any
interest in the Property and on any successors-in-interest.
The sale will be subject to higher and better offers. The Trustee
will ask higher and better offers to be submitted in open court by
means of an auction at the date and time of the hearing. He asks
approval of the offer which would maximize the net proceeds to the
estate. However, any party wishing to submit a competing higher
bid than that of Franklin Mountain Management must be prepared to:
(i) commit to cure code violations within a time period acceptable
to the City of El Paso and show its financial ability to do so; and
(ii) close and tender funds on the date of the sale hearing.
Bids from other interested parties will be considered at the
hearing in additional increments of $10,000. In order for a bid to
be accepted, earnest money in certified funds of 5% of the purchase
price must be tendered by 5:00 p.m. on the date of the hearing.
About William Abraham
William David Abraham filed for chapter 11 bankruptcy protection
(Bankr. W.D. Tex. Case No. 18-30184) on Feb. 6, 2018, and is
represented by Omar Maynez, Esq. of Maynez Law. Franklin
Acquisitions, one of Mr. Abraham's companies, also filed for
Chapter 11 bankruptcy reorganization Feb. 6, 2018.
Mr. Abraham is a well-known businessman in El Paso, Texas. He has
a portfolio of at least 15 downtown buildings, including several
prominent, historical ones.
On March 13, 2018, the Court appointed Ronald Ingalls as Chapter 11
Trustee.
WILLIAM ABRAHAM: Trustee Selling El Paso Properties for $150K
-------------------------------------------------------------
Ronald Ingalls, the Trustee of the estate of William David Abraham,
Jr., asks the U.S. Bankruptcy Court for the Western District of
Texas to authorize the sale of the real properties located at 3100
and 3108 Gateway East, El Paso, Texas to Courtron, LLC or assigns
for $150,000 ($75,000 each), subject to higher and better offers.
A hearing on the Motion is set for Oct. 9, 2018, at 10:00 a.m.
The Debtors were the holders of legal or beneficial interests in at
least 28 pieces of real property in El Paso and Hudspeth Counties.
Approximately 15 of these properties are located in El Paso's
Central Business District and three of the 15 hold historical
designations.
On July 24, 2018, Downtown Renaissance Joint Venture ("DRJV"), also
known in some pleadings as El Paso Renaissance Joint Venture
("EPRJV"), filed a Disclosure Statement and Plan of Reorganization,
which proposed to 18 of the properties listed in the Abraham and
Franklin schedules for a total purchase price of $10.4 million. On
Aug. 8, 2018, EPRJV filed a Motion to Compel Mediation of Disputes
Concerning Creditor's Plan of Liquidation.
On Aug. 14, 2018, the Court entered an Order Requiring Mediation.
The Trustee, William D. Abraham, Franklin Acquisitions, LLC, the
City of El Paso and DRJV (and its joint venturers) conducted a
mediation on Aug. 29, 2018. A resolution of their pending disputes
was reached between several of the parties and a Settlement
Agreement was executed by the Trustee, DRJV Franklin Mtn.
Management and Ondason, LLC, pending Court approval.
The Settlement Agreement requires, in part, that the Trustee file
motions to sell certain properties with initial bidders and bids.
The Properties are two of these properties. 3100 Gateway East is a
small commercial property with a billboard, a body shop and a
Mexican restaurant located on it. 3108 Gateway East appears to be
an adjacent lot. The properties are located on Gateway East and
North San Marcial Street. Their legal descriptions are: (i) 46
East El Paso N 80 Ft of 29 to 32; and (ii) 46 East El Paso 27 & 28
(7,000 Sq Ft).
The Legal title to these properties is in the name of 3100 Gateway
Partners, LP and has been since at least 2002. The Debtor
represented in his schedules that he was the owner of such
properties and his interests are part of the bankruptcy estate.
According to the Texas Secretary of State, the Certificate/Charter
of 3100 Gateway Partners, LP was forfeited on Aug. 28, 2009.
The Trustee as the Seller and the Buyer will be entering into a
Contract of Sale for $75,000 for each of these properties, or a
total of $150,000 subject to the Court's approval and receipt of a
higher and better offer. The El Paso County Appraisal District has
valued 3100 E. Gateway at $ 157,488 and 3108 E. Gateway at
$137,210. The Debtor has scheduled the value of these Properties
at $154,0391 and $132,578 respectively. The Trustee has not
received any prior offers for these Properties.
Following is information about the proposed sale:
a. The name and address of the proposed buyer or lessee:
Courtron, LLC or its assigns, 3737 Gateway Blvd W, El Paso, Texas
79903-4555
b. The proposed consideration to be received by the estate,
including estimated costs of the sale or lease, including
commissions, auctioneer's fees, costs of document preparation and
recording and any other customary closing costs: $150,000 sales
price and 6% broker's commissions equal to $9,000. The Seller will
also pay for a title policy, preparation of the deed and bill of
sale, one-half of any escrow fee and costs to record any documents
to cure title objections that Seller must cure. Additionally,
taxes will be pro-rated as of the date of closing.
c. A description of the estimated or possible tax consequences
to the estate, if known, and how any tax liability generated by the
use, sale or lease of such property will be paid: Unknown
d. A preliminary title search and review of the Schedules and
proofs of claim filed in the case indicate the following liens,
judgments, and other claims may exist against the Real Property:
(i) Ad valorem taxes owing to the City of El Paso on 3100 E.
Gateway for tax years 2015-2018 in the amount of $23,636.; (ii) Ad
valorem taxes owing to the City of El Paso on 3108 E. Gateway for
tax years
2015-2018 in the in the approximate amount of $20,885; and (iii)
The real property records of El Paso County reflect a lien owed to
Jesse L. Turner, Jr. as Independent Executor of the Estate of Jesse
L. Turner in the amount of $62,500. The note had a final maturity
date of March 30, 2001. Assuming that maturity was not extended,
the lien would be barred by limitations.
Additionally, Ivan Aguilera, IGSFA Management, LLC, Loretta Lynch
and the City of El Paso all hold judgment liens against the Debtor.
The Trustee does not believe that these liens encumber the
Property because title to it was not held in the Debtor's name at
the time these liens were filed.
According to the Debtor's Schedules, Clear Channel Outdoor, Mendoza
Body Shop and Rosita’s Café each have month to month tenancies
on this property. The Property will be sold subject to the ability
of the purchaser to terminate or extend these leases as provided
under State law. Clear Channel Outdoor is part of the iHeart Media
group which is itself in bankruptcy in the Southern District of
Texas.
The 2018 ad valorem taxes will be pro-rated between the Seller and
the Buyer as of the date of closing. The Property will be sold
subject to such taxes. Tax liens for delinquent ad valorem taxes
will also be paid at closing. All other liens, claims, interests
and encumbrances will attach to the remaining proceeds, if any,
from the sale to the same extent, priority and validity as existed
on the petition date.
The sale will be subject to higher and better offers. The Trustee
will ask higher and better offers to be submitted in open court by
means of an auction at the date and time of the hearing. He asks
approval of the offer which would maximize the net proceeds to the
estate. However, any party wishing to submit a competing higher
bid than that of Franklin Mountain Management must be prepared to:
(i) commit to cure code violations within a time period acceptable
to the City of El Paso and show its financial ability to do so; and
(ii) close and tender funds on the date of the sale hearing.
Bids from other interested parties will be considered at the
hearing in additional increments of $10,000. In order for a bid to
be accepted, earnest money in certified funds of 5% of the purchase
price must be tendered by 5:00 p.m. on the date of the hearing.
About William Abraham
William David Abraham filed for chapter 11 bankruptcy protection
(Bankr. W.D. Tex. Case No. 18-30184) on Feb. 6, 2018, and is
represented by Omar Maynez, Esq. of Maynez Law. Franklin
Acquisitions, one of Mr. Abraham's companies, also filed for
Chapter 11 bankruptcy reorganization Feb. 6, 2018.
Mr. Abraham is a well-known businessman in El Paso, Texas. He has
a portfolio of at least 15 downtown buildings, including several
prominent, historical ones.
On March 13, 2018, the Court appointed Ronald Ingalls as Chapter 11
Trustee.
WILLIAM ABRAHAM: Trustee Selling Kress Building for $1.6 Million
----------------------------------------------------------------
Ronald Ingalls, the Trustee of the estate of William David Abraham,
Jr., asks the U.S. Bankruptcy Court for the Western District of
Texas to authorize the sale of the real property located at 211 N.
Mesa, El Paso, Texas ("Kress Building") to Courtron, LLC or assigns
for $1.6 million, subject to higher and better offers.
A hearing on the Motion is set for Oct. 9, 2018, at 10:00 a.m.
The Debtors were the holders of legal or beneficial interests in at
least 28 pieces of real property in El Paso and Hudspeth Counties.
Approximately 15 of these properties are located in El Paso's
Central Business District and three of the 15 hold historical
designations.
On July 24, 2018, Downtown Renaissance Joint Venture ("DRJV"), also
known in some pleadings as El Paso Renaissance Joint Venture
("EPRJV"), filed a Disclosure Statement and Plan of Reorganization,
which proposed to 18 of the properties listed in the Abraham and
Franklin schedules for a total purchase price of $10.4 million. On
Aug. 8, 2018, EPRJV filed a Motion to Compel Mediation of Disputes
Concerning Creditor's Plan of Liquidation.
On Aug. 14, 2018, the Court entered an Order Requiring Mediation.
The Trustee, William D. Abraham, Franklin Acquisitions, LLC, the
City of El Paso and DRJV (and its joint venturers) conducted a
mediation on Aug. 29, 2018. A resolution of their pending disputes
was reached between several of the parties and a Settlement
Agreement was executed by the Trustee, DRJV Franklin Mtn.
Management and Ondason, LLC, pending Court approval.
The Settlement Agreement requires, in part, that the Trustee file
motions to sell certain properties with initial bidders and bids.
The Kress Building is one of these properties. Legal title to the
property is held in the name of Reliable Development, LP, which is
owned in its entirety by Abraham according to his Schedules.
According to the Texas Secretary of State Reliable Development, LP
had its Certificate/Charter was forfeited on Feb. 10, 2012.
The Kress Building is an office building located in the El Paso
Central Business District. It originally housed the Kress
Department Store which opened in 1907. It is one of the historic
buildings designed by Henry Trost. The Debtor's schedules do not
list any executory contracts relating to the Kress Building.
The Trustee as Seller and the Buyer will be entering into a
Contract of Sale for the Kress Building, for $1.6 million, free and
clear of all liens, claims, interests and encumbrances, subject to
the Court's approval and receipt of a higher and better offer. The
El Paso County Appraisal District has valued the property at
$829,000. The Debtor has scheduled the value of the Property at $4
million. The Trustee received a prior offer from DRJV via its Plan
of Reorganization for the Property in the amount of $1.2 million.
Following is information about the proposed sale:
a. The name and address of the proposed buyer or lessee:
Courtron, LLC or its assigns, 3737 Gateway Blvd W, El Paso, Texas
79903-4555
b. The proposed consideration to be received by the estate,
including estimated costs of the sale or lease, including
commissions, auctioneer's fees, costs of document preparation and
recording and any other customary closing costs: $1.6million sales
price and 6% broker's commissions equal to $96,000. The Seller
will also pay for a title policy, preparation of the deed and bill
of sale, one-half of any escrow fee and costs to record any
documents to cure title objections that Seller must cure.
Additionally, taxes will be pro-rated as of the date of closing.
c. A description of the estimated or possible tax consequences
to the estate, if known, and how any tax liability generated by the
use, sale or lease of such property will be paid: Unknown
d. A preliminary title search and review of the Schedules and
proofs of claim filed in the case indicate the following liens,
judgments, and other claims may exist against the Real Property:
(i) Ad valorem taxes owing to the City of El Paso in the
approximate amount of $25,862 for 2018; and (ii) A mortgage to
Robert Malooly in the amount of $941,980.
Additionally, Ivan Aguilera, IGSFA Management, LLC, Loretta Lynch
and the City of El Paso all hold judgment liens against the Debtor.
At closing the Trustee will pay the ad valorem taxes for years
prior to 2018. The Trustee will also pay the lien of Robert
Malooly if the parties can agree upon a payoff amount.
The 2018 ad valorem taxes will be pro-rated between the Seller and
the Purchaser as of the date of closing. The Property will be sold
subject to such taxes. All other liens, claims, interests and
encumbrances will attach to the proceeds from the sale to the same
extent, priority and validity as existed on the petition date.
The sale will be subject to higher and better offers. The Trustee
will ask higher and better offers to be submitted in open court by
means of an auction at the date and time of the hearing. He asks
approval of the offer which would maximize the net proceeds to the
estate. However, any party wishing to submit a competing higher
bid than that of Franklin Mountain Management must be prepared to:
(i) commit to cure code violations within a time period acceptable
to the City of El Paso and show its financial ability to do so; and
(ii) close and tender funds on the date of the sale hearing.
Bids from other interested parties will be considered at the
hearing in additional increments of $10,000. In order for a bid to
be accepted, earnest money in certified funds of 5% of the purchase
price must be tendered by 5:00 p.m. on the date of the hearing.
About William Abraham
William David Abraham filed for chapter 11 bankruptcy protection
(Bankr. W.D. Tex. Case No. 18-30184) on Feb. 6, 2018, and is
represented by Omar Maynez, Esq. of Maynez Law. Franklin
Acquisitions, one of Mr. Abraham's companies, also filed for
Chapter 11 bankruptcy reorganization Feb. 6, 2018.
Mr. Abraham is a well-known businessman in El Paso, Texas. He has
a portfolio of at least 15 downtown buildings, including several
prominent, historical ones.
On March 13, 2018, the Court appointed Ronald Ingalls as Chapter 11
Trustee.
WILLIAM ABRAHAM: Trustee Selling Krupp Building for $107K
---------------------------------------------------------
Ronald Ingalls, the Trustee of the estate of William David Abraham,
Jr., asks the U.S. Bankruptcy Court for the Western District of
Texas to authorize the sale of the real property located at 117 W.
Overland Ave., El Paso, Texas ("Krupp Building") to Ondasun, LLC or
assigns for $107,000, subject to higher and better offers.
A hearing on the Motion is set for Oct. 9, 2018, at 10:00 a.m.
The Debtors were the holders of legal or beneficial interests in at
least 28 pieces of real property in El Paso and Hudspeth Counties.
Approximately 15 of these properties are located in El Paso's
Central Business District and three of the 15 hold historical
designations.
On July 24, 2018, Downtown Renaissance Joint Venture ("DRJV"), also
known in some pleadings as El Paso Renaissance Joint Venture
("EPRJV"), filed a Disclosure Statement and Plan of Reorganization,
which proposed to 18 of the properties listed in the Abraham and
Franklin schedules for a total purchase price of $10.4 million. On
Aug. 8, 2018, EPRJV filed a Motion to Compel Mediation of Disputes
Concerning Creditor's Plan of Liquidation.
On Aug. 14, 2018, the Court entered an Order Requiring Mediation.
The Trustee, William D. Abraham, Franklin Acquisitions, LLC, the
City of El Paso and DRJV (and its joint venturers) conducted a
mediation on Aug. 29, 2018. A resolution of their pending disputes
was reached between several of the parties and a Settlement
Agreement was executed by the Trustee, DRJV Franklin Mtn.
Management and Ondason, LLC, pending Court approval.
The Settlement Agreement requires, in part, that the Trustee file
motions to sell certain properties with initial bidders and bids.
The Krupp Building is one of these properties. Its legal
description is: 15 Mills 60 Ft. on Overland x 125 Ft on Santa Fe
SWC (7,545 Sq Ft).
Legal title to the property is in the name of William Abraham as
Trustee for Franklin Group, L.P. The property was acquired from
Miguel Salom in January 1999. The Trustee has been unable to find
any evidence that an entity named Franklin Group, L.P. existed.
The property is an office building located at the corner of South
Santa Fe and West Overland. It was designed by Henry C. Trost.
The property does not have any tenants according to the Debtor's
schedules.
The Trustee as the Seller and the Buyer will be entering into a
Contract of Sale for the Krupp Building for $107,000 subject to the
Court's approval and receipt of a higher and better offer. The El
Paso County Appraisal District has valued the property at $107,000.
The Debtor has scheduled the value of the Property at $1.5
million.
The Trustee received prior offers from Miguel Fernandez
individually and DRJV via its Plan of Reorganization for the
Property in the amount of $ 150,000.00. Miguel Fernandez is a
principal in Ondasun and he or one of his entities is a joint
venturer in DRJV.
Following is information about the proposed sale:
a. The name and address of the proposed buyer or lessee:
Ondasun, LLC or its assigns 500 W. Overland Ave., Suite 110 El
Paso, Texas 79901-1086
b. The proposed consideration to be received by the estate,
including estimated costs of the sale or lease, including
commissions, auctioneer's fees, costs of document preparation and
recording and any other customary closing costs: $107,000 sales
price and 6% broker's commissions equal to $6,420. The Seller will
also pay for a title policy, preparation of the deed and bill of
sale, one-half of any escrow fee and costs to record any documents
to cure title objections that Seller must cure. Additionally,
taxes will be pro-rated as of the date of closing.
c. A description of the estimated or possible tax consequences
to the estate, if known, and how any tax liability generated by the
use, sale or lease of such property will be paid: Unknown
d. A preliminary title search and review of the Schedules and
proofs of claim filed in the case indicate the following liens,
judgments, and other claims may exist against the Real Property: Ad
valorem taxes owing to the City of El Paso in the approximate
amount of $17,825 for tax years 2015 through 2018.
Additionally, Ivan Aguilera, IGSFA Management, LLC, and Loretta
Lynch assert judgment liens against Debtor’s non-exempt real
property: because the Property has never been owned by the Debtor
since these liens were filed, the Trustee does not believe that
these liens encumber the Property because title to it was not held
in the Debtor's name at the time these liens were filed.
The 2018 ad valorem taxes will be pro-rated between the Seller and
the Buyer as of the date of closing. The Property will be sold
subject to such taxes. Delinquent ad valorem taxes will also be
paid at closing. All other liens, claims, interests and
encumbrances will attach to the remaining proceeds, from the sale
to the same extent, priority and validity as existed on the
petition date.
The sale will be subject to higher and better offers. The Trustee
will ask higher and better offers to be submitted in open court by
means of an auction at the date and time of the hearing. He asks
approval of the offer which would maximize the net proceeds to the
estate. However, any party wishing to submit a competing higher
bid than that of Franklin Mountain Management must be prepared to:
(i) commit to cure code violations within a time period acceptable
to the City of El Paso and show its financial ability to do so; and
(ii) close and tender funds on the date of the sale hearing.
Bids from other interested parties will be considered at the
hearing in additional increments of $10,000. In order for a bid to
be accepted, earnest money in certified funds of 5% of the purchase
price must be tendered by 5:00 p.m. on the date of the hearing.
About William Abraham
William David Abraham filed for chapter 11 bankruptcy protection
(Bankr. W.D. Tex. Case No. 18-30184) on Feb. 6, 2018, and is
represented by Omar Maynez, Esq. of Maynez Law. Franklin
Acquisitions, one of Mr. Abraham's companies, also filed for
Chapter 11 bankruptcy reorganization Feb. 6, 2018.
Mr. Abraham is a well-known businessman in El Paso, Texas. He has
a portfolio of at least 15 downtown buildings, including several
prominent, historical ones.
On March 13, 2018, the Court appointed Ronald Ingalls as Chapter 11
Trustee.
WILLIAM ABRAHAM: Trustee Selling Tap Room to Ondasun for $350K
--------------------------------------------------------------
Ronald Ingalls, the Trustee of the estate of William David Abraham,
Jr., asks the U.S. Bankruptcy Court for the Western District of
Texas to authorize the sale of the real property located at 408 E.
San Antonio, El Paso, Texas ("Tap Room") to Ondasun, LLC, LLC or
assigns for $350,000, subject to higher and better offers.
A hearing on the Motion is set for Oct. 9, 2018, at 10:00 a.m.
The Debtors were the holders of legal or beneficial interests in at
least 28 pieces of real property in El Paso and Hudspeth Counties.
Approximately 15 of these properties are located in El Paso's
Central Business District and three of the 15 hold historical
designations.
On July 24, 2018, Downtown Renaissance Joint Venture ("DRJV"), also
known in some pleadings as El Paso Renaissance Joint Venture
("EPRJV"), filed a Disclosure Statement and Plan of Reorganization,
which proposed to 18 of the properties listed in the Abraham and
Franklin schedules for a total purchase price of $10.4 million. On
Aug. 8, 2018, EPRJV filed a Motion to Compel Mediation of Disputes
Concerning Creditor's Plan of Liquidation.
On Aug. 14, 2018, the Court entered an Order Requiring Mediation.
The Trustee, William D. Abraham, Franklin Acquisitions, LLC, the
City of El Paso and DRJV (and its joint venturers) conducted a
mediation on Aug. 29, 2018. A resolution of their pending disputes
was reached between several of the parties and a Settlement
Agreement was executed by the Trustee, DRJV Franklin Mtn.
Management and Ondason, LLC, pending Court approval.
The Settlement Agreement requires, in part, that the Trustee file
motions to sell certain properties with initial bidders and bids.
The Tap Room is one of these properties. Its legal description is
38 Mills ILLS 17.5' on San Antonio x 130' Beg 99' E of NWC & 12.75'
x 4.5'X 13.52' Adj on S 2303.69 Sq.
Legal title to the property was in the name of 408 San Antonio LP
from November of 2006 through March of 2013, when it was
transferred to 416 San Antonio, LLC. 416 San Antonio, LLC is the
current holder of title and Abraham has represented in his
schedules that he owns this entity in its entirety. According to
the Texas Secretary of State, 416 San Antonio, LLC is legally in
existence.
The Tap Room is a small commercial building located in the El Paso
Central Business District. According to the Debtor's schedules,
The Tap has a month to month lease. A rent schedule provided to
the Trustee shows that the rent on this property is $1,500 per
month. Because this is a month to month lease, the purchaser may
choose to extend or terminate the lease as provided under
applicable non-bankruptcy law.
The Trustee as the Seller and the Buyer will be entering into a
Contract of Sale for the Tap Room for $350,000 subject to the
Court's approval and receipt of a higher and better offer. The El
Paso County Appraisal District has valued the property at $173,823.
The Debtor has scheduled the value of the Property at $595,261.
The Trustee received a prior offer from DRJV via its Plan of
Reorganization for the Property in the amount of $300,000. Miguel
Fernandez is a principal in Ondasun and he or one of his entities
is a joint venture in DRJV.
Following is information about the proposed sale:
a. The name and address of the proposed buyer or lessee:
Ondasun, LLC or its assigns, 500 W. Overland Ave., Suite 110, El
Paso, Texas 79901-1086
b. The proposed consideration to be received by the estate,
including estimated costs of the sale or lease, including
commissions, auctioneer's fees, costs of document preparation and
recording and any other customary closing costs: $350,000 sales
price and 6% broker's commissions equal to $21,000. The Seller
will also pay for a title policy, preparation of the deed and bill
of sale, one-half of any escrow fee and costs to record any
documents to cure title objections that Seller must cure.
Additionally, taxes will be pro-rated as of the date of closing.
c. A description of the estimated or possible tax consequences
to the estate, if known, and how any tax liability generated by the
use, sale or lease of such property will be paid: Unknown
d. A preliminary title search and review of the Schedules and
proofs of claim filed in the case indicate the following liens,
judgments, and other claims may exist against the Real Property:
(i) Ad valorem taxes owing to the City of El Paso in the
approximate amount of $5,423 for 2018.; and (ii) Deed of Trust to
Louis A. Garcia (Proof of Claim No. 27) in the amount of $414,843,
which is also secured by 416 E. San Antonio Ave., El Paso.
The Debtor's Schedules also state that "Strata Trust Co., Custodian
FBO Thomas H. Kennedy IRA 100011945" holds a security interest in
this Property in the amount of $225,000, but the Trustee has not
been able to verify same. Additionally, Ivan Aguilera, IGSFA
Management, LLC, Loretta Lynch and the City of El Paso all hold
judgment liens against the Debtor. The Trustee does not believe
that these liens encumber the Property because title to it was not
held in the Debtor's name at the time these liens were filed.
The 2018 ad valorem taxes will be pro-rated between the Seller and
the Buyer as of the date of closing. The Property will be sold
subject to such taxes. The remainder of the net proceeds (i.e.
less expenses of closing and taxes) will be paid at closing to
Louis A. Garcia. All other liens, claims, interests and
encumbrances will attach to the remaining proceeds, if any, from
the sale to the same extent, priority and validity as existed on
the petition date. Although the proceeds will not be sufficient to
satisfy the Garcia lien, he will retain his lien upon 416 E. San
Antonio.
The sale will be subject to higher and better offers. The Trustee
will ask higher and better offers to be submitted in open court by
means of an auction at the date and time of the hearing. He asks
approval of the offer which would maximize the net proceeds to the
estate. However, any party wishing to submit a competing higher
bid than that of Franklin Mountain Management must be prepared to:
(i) commit to cure code violations within a time period acceptable
to the City of El Paso and show its financial ability to do so; and
(ii) close and tender funds on the date of the sale hearing.
Bids from other interested parties will be considered at the
hearing in additional increments of $10,000. In order for a bid to
be accepted, earnest money in certified funds of 5% of the purchase
price must be tendered by 5:00 p.m. on the date of the hearing.
About William Abraham
William David Abraham filed for chapter 11 bankruptcy protection
(Bankr. W.D. Tex. Case No. 18-30184) on Feb. 6, 2018, and is
represented by Omar Maynez, Esq. of Maynez Law. Franklin
Acquisitions, one of Mr. Abraham's companies, also filed for
Chapter 11 bankruptcy reorganization Feb. 6, 2018.
Mr. Abraham is a well-known businessman in El Paso, Texas. He has
a portfolio of at least 15 downtown buildings, including several
prominent, historical ones.
On March 13, 2018, the Court appointed Ronald Ingalls as Chapter 11
Trustee.
WILLIAM ABRAHAM: Trustee Selling The Press Bar for $275K
--------------------------------------------------------
Ronald Ingalls, the Trustee of the estate of William David Abraham,
Jr., asks the U.S. Bankruptcy Court for the Western District of
Texas to authorize the sale of the real property located at 410 1/2
San Antonio, El Paso, Texas ("The Press Bar") to Courtron, LLC or
assigns for $275,000, subject to higher and better offers.
A hearing on the Motion is set for Oct. 9, 2018, at 10:00 a.m.
The Debtors were the holders of legal or beneficial interests in at
least 28 pieces of real property in El Paso and Hudspeth Counties.
Approximately 15 of these properties are located in El Paso's
Central Business District and three of the 15 hold historical
designations.
On July 24, 2018, Downtown Renaissance Joint Venture ("DRJV"), also
known in some pleadings as El Paso Renaissance Joint Venture
("EPRJV"), filed a Disclosure Statement and Plan of Reorganization,
which proposed to 18 of the properties listed in the Abraham and
Franklin schedules for a total purchase price of $10.4 million. On
Aug. 8, 2018, EPRJV filed a Motion to Compel Mediation of Disputes
Concerning Creditor's Plan of Liquidation.
On Aug. 14, 2018, the Court entered an Order Requiring Mediation.
The Trustee, William D. Abraham, Franklin Acquisitions, LLC, the
City of El Paso and DRJV (and its joint venturers) conducted a
mediation on Aug. 29, 2018. A resolution of their pending disputes
was reached between several of the parties and a Settlement
Agreement was executed by the Trustee, DRJV Franklin Mtn.
Management and Ondason, LLC, pending Court approval.
The Settlement Agreement requires, in part, that the Trustee file
motions to sell certain properties with initial bidders and bids.
The Press Bar is one of these properties. Legal title to the
property is held in the name of 416 San Antonio, LLC, which is
owned in its entirety by Abraham according to his Schedules. The
property is a small commercial property within walking distance of
the Bankruptcy Court. The Press Bar & Kitchen formerly operated at
this location. However, according to Yelp, it is closed.
The Trustee as the Seller and the Buyer will be entering into a
Contract of Sale for the The Press Bar, for $275,000 subject to the
Court's approval and receipt of higher and better offers. The El
Paso County Appraisal District has valued the property at $218,837.
The Debtor has scheduled the value of the Property at $650,000.
The Trustee received a prior offer from DRJV via its Plan of
Reorganization for the Property in the amount of $250,000.
Following is information about the proposed sale:
a. The name and address of the proposed buyer or lessee:
Courtron, LLC or its assigns, 3737 Gateway Blvd W, El Paso, Texas
79903-4555
b. The proposed consideration to be received by the estate,
including estimated costs of the sale or lease, including
commissions, auctioneer's fees, costs of document preparation and
recording and any other customary closing costs: $275,000 sales
price and 6% broker's commissions equal to $16,500. The Seller
will also pay for a title policy, preparation of the deed and bill
of sale, one-half of any escrow fee and costs to record any
documents to cure title objections that Seller must cure.
Additionally, taxes will be pro-rated as of the date of closing.
c. A description of the estimated or possible tax consequences
to the estate, if known, and how any tax liability generated by the
use, sale or lease of such property will be paid: Unknown
d. A preliminary title search and review of the Schedules and
proofs of claim filed in the case indicate the following liens,
judgments, and other claims may exist against the Real Property:
(i) The Debtor's schedules show a mortgage to Equity Trust Company,
Custodian in the amount of $71,000. The Trustee is unable to find
this instrument in the real property records and Equity Trust
Company did not file a proof of claim. The Trustee did find a Deed
of Trust in favor of Tom Osteen. However, this Deed of Trust was
released by instrument recorded at Official Public Records
#2017006467 on Oct. 23, 2017; and (ii) Ad valorem taxes owing to
the City of El Paso in the approximate amount of $4,346 for 2018.
Additionally, Ivan Aguilera, IGSFA Management, LLC, Loretta Lynch
and the City of El Paso all hold judgment liens against the Debtor.
The Debtor held title in his name until Sept. 1, 2017. Therefore,
the Trustee believes that these liens do encumber the Property.
The Debtor's schedules do not reflect any executory contracts
related to the Property.
The 2018 ad valorem taxes will be pro-rated between the Seller and
the Purchaser as of the date of closing, The Property will be sold
subject to such taxes. All other liens, claims, interests and
encumbrances will attach to the proceeds from the sale to the same
extent, priority and validity as existed on the petition date.
The sale will be subject to higher and better offers. The Trustee
will ask higher and better offers to be submitted in open court by
means of an auction at the date and time of the hearing. He asks
approval of the offer which would maximize the net proceeds to the
estate. However, any party wishing to submit a competing higher
bid than that of Franklin Mountain Management must be prepared to:
(i) commit to cure code violations within a time period acceptable
to the City of El Paso and show its financial ability to do so; and
(ii) close and tender funds on the date of the sale hearing.
Bids from other interested parties will be considered at the
hearing in additional increments of $10,000. In order for a bid to
be accepted, earnest money in certified funds of 5% of the purchase
price must be tendered by 5:00 p.m. on the date of the hearing.
About William Abraham
William David Abraham filed for chapter 11 bankruptcy protection
(Bankr. W.D. Tex. Case No. 18-30184) on Feb. 6, 2018, and is
represented by Omar Maynez, Esq. of Maynez Law. Franklin
Acquisitions, one of Mr. Abraham's companies, also filed for
Chapter 11 bankruptcy reorganization Feb. 6, 2018.
Mr. Abraham is a well-known businessman in El Paso, Texas. He has
a portfolio of at least 15 downtown buildings, including several
prominent, historical ones.
On March 13, 2018, the Court appointed Ronald Ingalls as Chapter 11
Trustee.
WILSON MANIFOLDS: Taps Hoffman Larin as Legal Counsel
-----------------------------------------------------
Wilson Manifolds, Inc., and Keith Wilson, the company's president,
seek approval from the U.S. Bankruptcy Court for the Southern
District of Florida to hire Hoffman, Larin & Agnetti, P.A., as
their legal counsel.
The firm will advise the Debtors regarding their duties under the
Bankruptcy Code; represent the Debtor in negotiation with their
creditors; assist in the preparation of a plan of reorganization;
and provide other legal services related to their Chapter 11
cases.
The firm received a joint $5,000 retainer from the Debtors.
Michael Hoffman, Esq., a partner at Hoffman, disclosed in a court
filing that he and his firm neither hold nor represent any interest
adverse to the Debtors.
The firm can be reached through:
Michael S. Hoffman, Esq.
Hoffman, Larin & Agnetti, P.A.
909 North Miami Beach Blvd., Suite 201
North Miami Beach, FL 33162
Tel: 305.653.5555
Fax: 305.940.0090
Email: mshoffman@hlalaw.com
About Wilson Manifolds Inc.
Wilson Manifolds, Inc. manufactures products for the automotive and
racing industries. It specializes in custom-built and installed
parts for high-performance vehicles.
Wilson Manifolds sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-21658) on Sept. 21,
2018. The case is jointly administered with the Chapter 11 case of
Keith D. Wilson, the company's president (Bankr. S.D. Fla. Case No.
18-21662). In the petition signed by Mr. Wilson, Wilson Manifolds
estimated assets of less than $50,000 and liabilities of $1 million
to $10 million.
WINDY CITY FINANCIAL: Has Interim OK to Use Chase Cash Collateral
-----------------------------------------------------------------
The Hon. Jacqueline Cox of the U.S. Bankruptcy Court for the
Northern District of Illinois has entered an interim order
approving Windy City Financial Partners, Inc.'s use of the cash
collateral of JP Morgan Chase Bank.
The Debtor acknowledges that there exists a valid lien upon the
assets as of the Petition Date, and the cash proceeds thereof by
J.P. Morgan Chase Bank which holds a security interest in
substantially all the assets of the Debtor, of which the amount of
$199,153 was still due and owing as of the Petition Date.
According to the Interim Order, Chase will be secured by a lien to
the same extent, priority and validity as existed prior to the
Petition date. Chase will receive a security interest in and
replacement lien upon all of the Debtor's now existing or hereafter
acquired property, real or personal, and the proceeds and products
thereof, to the extent actually use and for the diminution, if any,
in the value of Chase's collateral securing all indebtedness of the
Debtor to Chase which replacement lien will be the same lien as
existed as the prepetition valid liens of record.
The Debtor will make interim monthly payments to Chase on or before
the 15th of each month in the amount of $1,400 and deposit $199,000
into an escrow account as adequate protection of Chase's interest
in the Debtor's assets.
In addition, the Debtor will maintain insurance covering the full
value of all collateral, and will permit on-site inspection of such
collateral, policies of insurance and financing statements.
The Debtor is also required to maintain a separate operating
account, and with the exception of funds needed for petty cash and
other payments in the normal course of business or otherwise
allowed by the Court, the Debtor will deposit and maintain all cash
and all proceeds of accounts receivable, inventory, contract rights
and general intangibles in said account.
A full-text copy of the Interim Order is available at
http://bankrupt.com/misc/ilnb18-21465-23.pdf
About Windy City Financial
Windy City Financial Partners, Inc. -- http://www.wcfp.biz/-- is a
privately held insurance agency management firm based in Hoffman
Estates, Illinois. The company provides independent insurance
producers unrestricted access to the industry's leading insurance
carriers, products and programs; insight on industry data and
trends; and creative solutions for complex cases.
Windy City Financial Partners, based in Hoffman Estates, IL, filed
a Chapter 11 petition (Bankr. N.D. Ill. Case No. 18-21465) on July
31, 2018. In the petition signed by Robert Lyman, president, the
Debtor disclosed $425,296 in assets and $1,814,305 in liabilities.
The Hon. Jacqueline P. Cox presides over the case. Joshua D.
Greene, Esq., at Springer Brown, LLC, serves as bankruptcy counsel.
WINDY CITY FINANCIAL: May Use ETSG Cash Collateral on Interim Basis
-------------------------------------------------------------------
The Hon. Jacqueline Cox of the U.S. Bankruptcy Court for the
Northern District of Illinois has entered an interim order
approving Windy City Financial Partners, Inc.'s use of the cash
collateral of Estate and Trust Services Group, LLC ("ETSG").
The Debtor acknowledges that there exists a valid lien upon the
assets as of the Petition Date, and the cash proceeds thereof by
ETSG which holds a security interest in substantially all the
assets of the Debtor, of which the amount of $277,986 was still due
and owing as of the Petition Date.
According to the Interim Order, ETSG will be secured by a lien to
the same extent, priority and validity as existed prior to the
Petition date. ETSG will receive a security interest in and
replacement lien upon all of the Debtor's now existing or hereafter
acquired property, real or personal, and the proceeds and products
thereof, to the extent actually use and for the diminution, if any,
in the value of ETSG's collateral securing all indebtedness of the
Debtor to ETSG which replacement lien will be the same lien as
existed as the prepetition valid liens of record.
The Debtor will make interim monthly payments to Chase on or before
the 15th of each month in the amount of $500 and deposit $100,000
into an escrow account as adequate protection of Chase's interest
in the Debtor's assets.
In addition, the Debtor will maintain insurance covering the full
value of all collateral, and will permit on-site inspection of such
collateral, policies of insurance and financing statements.
The Debtor is also required to maintain a separate operating
account, and with the exception of funds needed for petty cash and
other payments in the normal course of business or otherwise
allowed by the Court, the Debtor will deposit and maintain all cash
and all proceeds of accounts receivable, inventory, contract rights
and general intangibles in said account.
A full-text copy of the Interim Order is available at
http://bankrupt.com/misc/ilnb18-21465-22.pdf
About Windy City Financial
Windy City Financial Partners, Inc. -- http://www.wcfp.biz/-- is a
privately held insurance agency management firm based in Hoffman
Estates, Illinois. The company provides independent insurance
producers unrestricted access to the industry's leading insurance
carriers, products and programs; insight on industry data and
trends; and creative solutions for complex cases.
Windy City Financial Partners, based in Hoffman Estates, IL, filed
a Chapter 11 petition (Bankr. N.D. Ill. Case No. 18-21465) on July
31, 2018. In the petition signed by Robert Lyman, president, the
Debtor disclosed $425,296 in assets and $1,814,305 in liabilities.
The Hon. Jacqueline P. Cox presides over the case. Joshua D.
Greene, Esq., at Springer Brown, LLC, serves as bankruptcy counsel.
WOODBRIDGE GROUP: $4M Sale of Mason's Los Angeles Property Approved
-------------------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware authorized Woodbridge Group of Companies, LLC and its
affiliated debtors to sell 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, to Gregory Mathis and Linda Mathis for $4 million.
The sale is free and clear of all liens, claims, interests, and
encumbrances.
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 are authorized and empowered to pay the Broker's Fees
out of the sale proceeds by paying the Seller's Broker Fee to
Sotheby's in the amount of up to 2.5% of the gross Sale Proceeds,
and by paying the Purchaser's Broker Fee to Keller Williams in the
amount of up to 2.5% of the gross sale proceeds.
Any title insurer, escrow agent, or other intermediary
participating in a closing of the Sale of the Property is
authorized to disburse all funds at the closing of the Sale
pursuant to the applicable settlement statement or escrow
instructions provided by the parties to such Sale.
The terms and conditions of the Order will be immediately effective
and enforceable upon its entry notwithstanding any applicability of
Bankruptcy Rule 6004(h).
A copy of the Agreement attached to the Order is available for free
at:
http://bankrupt.com/misc/Woodbridge_Group_2652_Order.pdf
About Woodbridge Group
Headquartered in Sherman Oaks, California, The Woodbridge Group
Enterprise -- http://www.woodbridgecompanies.com/-- is a
comprehensive real estate finance and development company. Its
principal business is buying, improving, and selling high-end
luxury homes. The Woodbridge Group Enterprise also owns and
operates full-service real estate brokerages, a private investment
company, and real estate lending operations. The Woodbridge Group
Enterprise and its management team have been in the business of
providing a variety of financial products for more than 35 years,
and have been primarily focused on the luxury home business for the
past five years. Since its inception, the Woodbridge Group
Enterprise has completed more than $1 billion in financial
transactions. These transactions involve real estate, note buying
and selling, hard money lending, and alternative financial
transactions involving thousands of investors.
Woodbridge Group of Companies and certain of its affiliates filed
Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No.
17-12560) on Dec. 4, 2017. Woodbridge estimated assets and
liabilities at between $500 million and $1 billion. The Chapter 11
cases are being jointly administered.
Judge Kevin J. Carey presides over the case.
Samuel A. Newman, Esq., Oscar Garza, Esq., Daniel B. Denny, Esq.,
Jennifer L. Conn, Esq., Eric J. Wise, Esq., Matthew K. Kelsey,
Esq., and Matthew P. Porcelli, Esq., at Gibson, Dunn & Crutcher,
LLP, and Sean M. Beach, Esq., Edmon L. Morton, Esq., Ian J.
Bambrick, Esq., and Allison S. Mielke, Esq., at Young Conaway
Stargatt & Taylor, LLP, serve as the Debtors' bankruptcy counsel.
Homer Bonner Jacobs, PA, as special counsel, Province, Inc., as
expert consultant, Moelis & Company LLC, as investment banker.
The Debtors' financial advisors are Larry Perkins, John Farrace,
Robert Shenfeld, Reece Fulgham, Miles Staglik, and Lissa Weissman
at SierraConstellation Partners, LLC. Beilinson Advisory Group is
serving as independent management to the Debtors. Garden City
Group, LLC, is the Debtors' claims and noticing agent.
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: $85K Sale of Owl Ridge's Carbondale Property OK'd
-------------------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware authorized Woodbridge Group of Companies, LLC and its
affiliated debtors to sell Owl Ridge Investments, LLC's real
property located at Lot 6, 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, to Edward Gibson for $85,000.
The sale is free and clear of all liens, claims, interests, and
encumbrances.
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 are authorized and empowered to (i) pay the Purchaser's
Broker Fee to the Purchaser's Broker in an amount up to 2.5% of the
gross Sale Proceeds, and (ii) pay the Seller's Broker Fee to
Sotheby's in an amount up to 2.5% of the gross sale proceeds
Any title insurer, escrow agent, or other intermediary
participating in a closing of the Sale of the Property is
authorized to disburse all funds at the closing of the Sale
pursuant to the applicable settlement statement or escrow
instructions provided by the parties to such Sale.
The terms and conditions of the Order will be immediately effective
and enforceable upon its entry notwithstanding any applicability of
Bankruptcy Rule 6004(h).
A copy of the Agreement attached to the Order is available for free
at:
http://bankrupt.com/misc/Woodbridge_Group_2655_Order.pdf
About Woodbridge Group
Headquartered in Sherman Oaks, California, The Woodbridge Group
Enterprise -- http://www.woodbridgecompanies.com/-- is a
comprehensive real estate finance and development company. Its
principal business is buying, improving, and selling high-end
luxury homes. The Woodbridge Group Enterprise also owns and
operates full-service real estate brokerages, a private investment
company, and real estate lending operations. The Woodbridge Group
Enterprise and its management team have been in the business of
providing a variety of financial products for more than 35 years,
and have been primarily focused on the luxury home business for the
past five years. Since its inception, the Woodbridge Group
Enterprise has completed more than $1 billion in financial
transactions. These transactions involve real estate, note buying
and selling, hard money lending, and alternative financial
transactions involving thousands of investors.
Woodbridge Group of Companies and certain of its affiliates filed
Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No.
17-12560) on Dec. 4, 2017. Woodbridge estimated assets and
liabilities at between $500 million and $1 billion. The Chapter 11
cases are being jointly administered.
Judge Kevin J. Carey presides over the case.
Samuel A. Newman, Esq., Oscar Garza, Esq., Daniel B. Denny, Esq.,
Jennifer L. Conn, Esq., Eric J. Wise, Esq., Matthew K. Kelsey,
Esq., and Matthew P. Porcelli, Esq., at Gibson, Dunn & Crutcher,
LLP, and Sean M. Beach, Esq., Edmon L. Morton, Esq., Ian J.
Bambrick, Esq., and Allison S. Mielke, Esq., at Young Conaway
Stargatt & Taylor, LLP, serve as the Debtors' bankruptcy counsel.
Homer Bonner Jacobs, PA, as special counsel, Province, Inc., as
expert consultant, Moelis & Company LLC, as investment banker.
The Debtors' financial advisors are Larry Perkins, John Farrace,
Robert Shenfeld, Reece Fulgham, Miles Staglik, and Lissa Weissman
at SierraConstellation Partners, LLC. Beilinson Advisory Group is
serving as independent management to the Debtors. Garden City
Group, LLC, is the Debtors' claims and noticing agent.
Pachulski Stang Ziehl & Jones is counsel to the Official Committee
of Unsecured Creditors; and FTI Consulting, Inc., serves as its
financial advisor.
An official committee of unsecured creditors was appointed in the
Chapter 11 cases on Dec. 14, 2017. On Jan. 23, 2018, the Court
approved a settlement providing for the formation of an ad hoc
noteholder group and an ad hoc unitholder group.
WOODBRIDGE GROUP: $90K Sale of Mutsu's Carbondale Property Approved
-------------------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware authorized Woodbridge Group of Companies, LLC and its
affiliated debtors to sell 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, to Kevin Everson for $90,000.
The sale is free and clear of all liens, claims, interests, and
encumbrances.
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 are authorized and empowered to (i) pay the Purchaser's
Broker Fee to the Purchaser’s Broker in an amount up to 2.5% of
the gross Sale Proceeds, and (ii) pay the Seller's Broker Fee to
Sotheby's in an amount up to 2.5% of the gross sale proceeds.
Any title insurer, escrow agent, or other intermediary
participating in a closing of the Sale of the Property is
authorized to disburse all funds at the closing of the Sale
pursuant to the applicable settlement statement or escrow
instructions provided by the parties to such Sale.
The terms and conditions of the Order will be immediately effective
and enforceable upon its entry notwithstanding any applicability of
Bankruptcy Rule 6004(h).
A copy of the Agreement attached to the Order is available for free
at:
http://bankrupt.com/misc/Woodbridge_Group_2654_Order.pdf
About Woodbridge Group
Headquartered in Sherman Oaks, California, The Woodbridge Group
Enterprise -- http://www.woodbridgecompanies.com/-- is a
comprehensive real estate finance and development company. Its
principal business is buying, improving, and selling high-end
luxury homes. The Woodbridge Group Enterprise also owns and
operates full-service real estate brokerages, a private investment
company, and real estate lending operations. The Woodbridge Group
Enterprise and its management team have been in the business of
providing a variety of financial products for more than 35 years,
and have been primarily focused on the luxury home business for the
past five years. Since its inception, the Woodbridge Group
Enterprise has completed more than $1 billion in financial
transactions. These transactions involve real estate, note buying
and selling, hard money lending, and alternative financial
transactions involving thousands of investors.
Woodbridge Group of Companies and certain of its affiliates filed
Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No.
17-12560) on Dec. 4, 2017. Woodbridge estimated assets and
liabilities at between $500 million and $1 billion. The Chapter 11
cases are being jointly administered.
Judge Kevin J. Carey presides over the case.
Samuel A. Newman, Esq., Oscar Garza, Esq., Daniel B. Denny, Esq.,
Jennifer L. Conn, Esq., Eric J. Wise, Esq., Matthew K. Kelsey,
Esq., and Matthew P. Porcelli, Esq., at Gibson, Dunn & Crutcher,
LLP, and Sean M. Beach, Esq., Edmon L. Morton, Esq., Ian J.
Bambrick, Esq., and Allison S. Mielke, Esq., at Young Conaway
Stargatt & Taylor, LLP, serve as the Debtors' bankruptcy counsel.
Homer Bonner Jacobs, PA, as special counsel, Province, Inc., as
expert consultant, Moelis & Company LLC, as investment banker.
The Debtors' financial advisors are Larry Perkins, John Farrace,
Robert Shenfeld, Reece Fulgham, Miles Staglik, and Lissa Weissman
at SierraConstellation Partners, LLC. Beilinson Advisory Group is
serving as independent management to the Debtors. Garden City
Group, LLC, is the Debtors' claims and noticing agent.
Pachulski Stang Ziehl & Jones is counsel to the Official Committee
of Unsecured Creditors; and FTI Consulting, Inc., serves as its
financial advisor.
An official committee of unsecured creditors was appointed in the
Chapter 11 cases on Dec. 14, 2017. On Jan. 23, 2018, the Court
approved a settlement providing for the formation of an ad hoc
noteholder group and an ad hoc unitholder group.
WOODBRIDGE GROUP: $9M Sale of Longbourn's Beverly Hills Propty. OKd
-------------------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware authorized Woodbridge Group of Companies, LLC and its
affiliated debtors to sell 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, to Daniel Ricciardo for $8.75 million.
The sale is free and clear of all liens, claims, interests, and
encumbrances.
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 are authorized and empowered to pay the Broker Fees out
of the sale proceeds by paying the Seller's Broker Fee to Compass
in the amount of up to 2% of the gross sale proceeds and by paying
the Purchaser's Broker Fee to Pacific Union in the amount of up to
2.5% of the gross sale proceeds.
Any title insurer, escrow agent, or other intermediary
participating in a closing of the Sale of the Property is
authorized to disburse all funds at the closing of the Sale
pursuant to the applicable settlement statement or escrow
instructions provided by the parties to such Sale.
The terms and conditions of the Order will be immediately effective
and enforceable upon its entry notwithstanding any applicability of
Bankruptcy Rule 6004(h).
A copy of the Agreement attached to the Order is available for free
at:
http://bankrupt.com/misc/Woodbridge_Group_2653_Order.pdf
About Woodbridge Group
Headquartered in Sherman Oaks, California, The Woodbridge Group
Enterprise -- http://www.woodbridgecompanies.com/-- is a
comprehensive real estate finance and development company. Its
principal business is buying, improving, and selling high-end
luxury homes. The Woodbridge Group Enterprise also owns and
operates full-service real estate brokerages, a private investment
company, and real estate lending operations. The Woodbridge Group
Enterprise and its management team have been in the business of
providing a variety of financial products for more than 35 years,
and have been primarily focused on the luxury home business for the
past five years. Since its inception, the Woodbridge Group
Enterprise has completed more than $1 billion in financial
transactions. These transactions involve real estate, note buying
and selling, hard money lending, and alternative financial
transactions involving thousands of investors.
Woodbridge Group of Companies and certain of its affiliates filed
Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No.
17-12560) on Dec. 4, 2017. Woodbridge estimated assets and
liabilities at between $500 million and $1 billion. The Chapter 11
cases are being jointly administered.
Judge Kevin J. Carey presides over the case.
Samuel A. Newman, Esq., Oscar Garza, Esq., Daniel B. Denny, Esq.,
Jennifer L. Conn, Esq., Eric J. Wise, Esq., Matthew K. Kelsey,
Esq., and Matthew P. Porcelli, Esq., at Gibson, Dunn & Crutcher,
LLP, and Sean M. Beach, Esq., Edmon L. Morton, Esq., Ian J.
Bambrick, Esq., and Allison S. Mielke, Esq., at Young Conaway
Stargatt & Taylor, LLP, serve as the Debtors' bankruptcy counsel.
Homer Bonner Jacobs, PA, as special counsel, Province, Inc., as
expert consultant, Moelis & Company LLC, as investment banker.
The Debtors' financial advisors are Larry Perkins, John Farrace,
Robert Shenfeld, Reece Fulgham, Miles Staglik, and Lissa Weissman
at SierraConstellation Partners, LLC. Beilinson Advisory Group is
serving as independent management to the Debtors. Garden City
Group, LLC, is the Debtors' claims and noticing agent.
Pachulski Stang Ziehl & Jones is counsel to the Official Committee
of Unsecured Creditors; and FTI Consulting, Inc., serves as its
financial advisor.
An official committee of unsecured creditors was appointed in the
Chapter 11 cases on Dec. 14, 2017. On Jan. 23, 2018, the Court
approved a settlement providing for the formation of an ad hoc
noteholder group and an ad hoc unitholder group.
WR GRACE: District Court Upholds Order Enforcing Chapter 11 Plan
----------------------------------------------------------------
In the case captioned UNITED STATES OF AMERICA, Appellants, v. W.R.
GRACE & CO., et al., Appellees, Civ. No. 17-1588-LPS (D. Del.), the
United States appeals the Bankruptcy Court's Oct. 23, 2017
Memorandum Opinion which granted Debtors W.R. Grace & Co. and
affiliates' Motion for Entry of an Order Enforcing Plan and
Confirmation Order Against Internal Revenue Service and ordered the
Internal Revenue Service to recalculate Grace's 1998 tax refund in
accordance with the interest rate applicable under the Grace's
confirmed plan. District Judge Leonard P. Stark affirms the order.
The issue on appeal is whether the Bankruptcy Court correctly ruled
that Grace's confirmed Chapter 11 plan takes priority in
determining the rate of post-petition interest payable on the IRS's
Allowed Priority Tax Claim and finding that it would be
inappropriate to apply equitable recoupment to allow the IRS to
recover post-petition interest at the higher, statutory rate.
Appellant argues that the Order must be reversed because the
Bankruptcy Court failed to appreciate the difference between a
"claim," as defined by the Bankruptcy Code and the Plan, and a
recoupment right. The right of recoupment, Appellant argues, is an
equitable doctrine long applied in the bankruptcy context, which
involves "the netting out of debt arising from a single
transaction," differing from a creditor's common law right to
"setoff" a prepetition debt owed to a debtor against a prepetition
"claim" against the debtor, a right expressly preserved by § 553
of the Bankruptcy Code. According to Appellant, it has an
unfettered right to recoupment, regardless of the bankruptcy, and
"[a]s long as this right of reduction is asserted as a defense and
not as an independent claim for relief, it does not constitute a
'claim.'"
The Court agrees with Grace that Appellant's recoupment argument
must be rejected. Unlike Folger Adam and other cases relied upon by
Appellant, the IRS's right to payment in this case was not limited
to reducing (or recouping) the amount of the refund owed to Grace;
when the IRS reduced Grace's refund by the amount of the 1998 tax
deficiency and accrued interest, it was not simply exercising its
right of recoupment, under either the tax or bankruptcy definition
of that term. Absent the refund, the IRS would have had an Allowed
Priority Tax Claim in the principal amount of $5,852,658. Under the
Plan, absent the refund, that Allowed Priority Tax Claim would have
been paid in due course: its principal amount plus interest at the
rate of 4.19% compounded annually from the Petition Date to the
date of payment. The fact that the IRS chose to offset its clear
and unambiguous right to payment of its Priority Tax Claim
(including Plan interest) against Grace's refund claim cannot
change the fact that the IRS had a claim -- a claim that was a Plan
Claim, subject to the Plan, including but not limited to the
payment of Plan interest. The cases cited by Appellant do not alter
this conclusion.
Thus, the Court finds no error in the Bankruptcy Court's entry of
the Order enforcing the Plan and requiring the IRS to recalculate
the refund based on the 4.19% Plan interest rate.
A copy of the Court's Memorandum dated Sept. 17, 2018 is available
at https://bit.ly/2QdJWcG from Leagle.com.
United States of America, on behalf of the Internal Revenue
Service, Appellant, represented by Wardlow W. Benson , U.S.
Department of Justice Tax Division.
W.R. Grace & Co. et al, Appellee, represented by Laura Davis Jones
-- ljones@pszjlaw.com -- Pachulski, Stang, Ziehl & Jones, LLP &
James E. O'Neill, III -- joneill@pszjlaw.com -- Pachulski, Stang,
Ziehl & Jones, LLP.
About W.R. Grace
Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) --
http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally. Grace employs approximately 6,500
people in over 40 countries and had 2012 net sales of $3.2
billion.
The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
The Debtors are represented by Adam Paul, Esq., and John Donley,
P.C., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois; Roger
Higgins, Esq., at The Law Offices of Roger Higgins, in Chicago,
Illinois; and Laura Davis Jones, Esq., James E. O'Neill, Esq., and
Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones, LLP, in
Wilmington, Delaware.
The Debtors hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.
Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors. The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.
Roger Frankel serves as legal representative for victims of
asbestos exposure who may file claims against W.R. Grace. Mr.
Frankel, a partner at Orrick Herrington & Sutcliffe LLP, replaces
David Austern, who was appointed to that role in 2004. Mr. Frankel
has served as legal counsel for Mr. Austern who passed away in May
2013. The FCR is represented by Orrick Herrington & Sutcliffe LLP
as counsel; Phillips Goldman & Spence, P.A., as Delaware
co-counsel; and Lincoln Partners Advisors LLC as financial
adviser.
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA. Elihu
Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla R.
Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants. The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.
W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative. The Chapter 11 plan is built
around an April 2008 settlement for all present and future asbestos
personal injury claims, and a subsequent settlement for asbestos
property damage claims.
District Judge Ronald Buckwalter on Jan. 31, 2012, entered an order
affirming the bankruptcy court's confirmation of the Plan.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on Jan.
31, 2011.
W.R. Grace defeated four appeals from approval of the Plan. A
fifth appeal was by secured bank lenders claiming the right to $185
million of interest at the contractual default rate. Pursuant to a
settlement announced in December 2013, lenders are to receive $129
million in settlement of the claim for additional interest.
W.R. Grace & Co. and its debtor affiliates notified the U.S.
Bankruptcy Court for the District of Delaware that they have
satisfied or waived conditions to the occurrence of the effective
date of the First Amended Joint Plan of Reorganization co-proposed
by the Official Committee of Asbestos Personal Injury Claimants,
the Asbestos PI Future Claimants' Representative, and the Official
Committee of Equity Security Holders. The effective date of the
Plan occurred on Feb. 3, 2014.
WYLLEEN MAY: Proposes a $39K Sale of Two Horses
-----------------------------------------------
Wylleen G. May asks the U.S. Bankruptcy Court for the Western
District of Missouri to authorize the sale of her two horses, both
in Holden, Missouri and in the United Kingdom: (i) SD Bruno to Lea
Anne Crimmons for $25,000, and (ii) SD Jackson to Melinda Waterman
for $14,000.
At the time of filing of her petition, the Debtor owned a herd of
primarily Gypsy Cob horses located in Holden, Missouri and in the
United Kingdom. Her website, SD Farms,
https://www.sdfarmgypsyhorses.com/for-sale/, has a posting of the
horses for sale.
Presently, the Debtor has SD Bruno, a 9 year old black stallion,
sold to Crimmons for $25,000, with $10,000 to be paid now and
$5,000 per month starting with Oct. 1, 2018 and $5,000/month on
November 1st and December 1st. There is no commission to be paid
to any party for the sale.
Further, the Debtor has SD Jackson, a three year old black and
white gelding, sold to Waterman for $14,000. The purchaser will
pay upon the signing of a contract. This gelding has been in
Colorado with Amanda Moore, the trainer. The trainer assisted in
facilitating the sale and is due a 10% commission for the sale.
The Debtor has paid $3,750 for three months of training and
boarding costs ($800/month for training and $450/month for boarding
to Owen Quarter Horses).
These two horses are the most valuable horses that the Debtor owns
in the United States. Many of the others have no sale value due to
their age or lack of training. The Debtor will continue to try to
sell the horses located in the United States primarily through
Facebook, and also, through the SD Farms website. From the sales,
the Debtor will reimburse herself for any commissions and will use
the remaining funds as set forth.
The horses in the United Kingdom will be marketed and sold with the
assistance of Rebecca Armitt. She is not requiring a commission
for her assistance in marketing and selling the horses. From the
sales, the Debtor will first cover any outstanding costs for feed
and care for the horses and will use the remaining funds as set
forth.
From the sale of SD Bruno, from the net proceeds from the sale of
SD Jackson, and from any future sales, the funds will be used to
pay the secured taxes owed to the Internal Revenue Service (Claim
#1, as amended). Once the secured claim owed to the Internal
Revenue Service is paid in full, the Debtor will use remaining net
proceeds to pay the other Allowed Claims.
The Debtor asks the Court to authorize the sale of the two horses
free and clear of liens, and the remaining horses located in both
Holden, Missouri and in the United Kingdom.
Objections, if any, must be filed within 21 days from the date of
Notice Service.
Counsel for Debtor:
Erlene W. Krigel, Esq.
KRIGEL & KRIGEL, P.C.
4520 Main St., Ste. 700
Kansas City, MO 64111
Telephone: (816) 756-580
E-mail: ekrigel@krigelandkrigel.com
Wylleen G. May sought Chapter 11 protction (Bankr. W.D. Mo. Case
No. 18-41243) on May 8, 2018. The Debtor tapped Erlene W. Krigel,
Esq., at Krigel & Krigel, P.C. as counsel.
Y&K SUN: Unsecured Claim Amount Increases to $48K in Amended Plan
-----------------------------------------------------------------
As Plan Proponents, Jeffrey A. Weinman, Chapter 11 trustee, and
creditors Wonjoong Kim and Yoonee Kim filed with the U.S.
Bankruptcy Court for the District of Colorado a first amended
disclosure statement explaining Y&K Sun, Inc.'s Chapter 11 plan of
liquidation dated August 15, 2018.
The Debtor's Amended Disclosure Statement disclosed that the
Debtor's only assets are the sale proceeds and cash on hand
accumulated during the operation of the JCRS Property, which, as of
September 14, 2018, collectively totaled $1,030,417. The prior
Plan disclosed that the cash on hand accumulated during the
operation of the JCRS Property as of August 15 was $1,010,563.
The total amount of general unsecured claims also increased in the
Amended Disclosure Statement from $8,880 to $48,623, with the
addition of three more general unsecured claims.
A copy of the Amended Disclosure Statement from PacerMonitor.com is
available at https://tinyurl.com/ycylduty at no charge.
About Y&K Sun Inc.
Y&K Sun, Inc.'s only substantial asset is a shopping center located
at 6451, 6553, and 6579 West Colfax Avenue, Lakewood, Colorado.
Y&K Sun, Inc., sought Chapter 11 protection (Bankr. D. Colo. Case
No. 16-14761) on May 12, 2016, estimating $1 million to $10 million
in assets and debt. Judge Howard R. Tallman presides over the
case.
The Debtor is represented by Andrew D. Johnson, Esq., at Oonsager
Guyerson Fletcher Johnson.
The Office of the U.S. Trustee disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of Y&K Sun, Inc.
Jeffrey Weinman was appointed as Chapter 11 trustee for the Debtor.
The Trustee hired Davis Graham & Stubbs LLP as legal counsel; and
NRC Realty & Capital Advisors of CO, LLC as real estate and
marketing agent.
On February 6, 2018, creditors Wonjoong Kim and Yoonee Kim filed a
disclosure statement and a Chapter 11 plan of reorganization for
the Debtor, which contemplated the liquidation and sale of the
company's property in Lakewood, Colorado. The disclosure statement
is available for free at
http://bankrupt.com/misc/cob16-14761-285.pdf
Z-1 MANAGEMENT: Annual Interest in Payment to Memphis Raised to 18%
-------------------------------------------------------------------
Z-1 Management, LLC, filed a second amended disclosure statement in
support of its chapter 11 plan.
Class 4 under the latest plan consists of the unpaid balance due to
the City of Memphis which is secured by liens on the real property
owned by the Debtor. Until these claims are paid when the property
is sold, they will be paid in regular monthly installments over a
period of time not to exceed 60 months from the date of the
Petition, with annual interest of 18%. After confirmation of the
Plan, this creditor will retain its ability to exercise its state
law remedies for enforcement of its tax liens without seeking leave
of this Court, if the Debtor defaults in paying pre-petition taxes
according to the Plan, or if the Debtor defaults in paying
post-petition taxes. Class 4 is impaired.
The annual interest provided in the previous plan for this creditor
was only 12%.
A copy of the Second Amended Disclosure Statement is available at:
http://bankrupt.com/misc/tnwb18-21898-85.pdf
About Z-1 Management
Z-1 Management, LLC, is a privately held company whose principal
assets are located at 3035 Directors Row Memphis, Tennessee.
Z-1 Management filed a Chapter 11 petition (Bankr. W.D. Tenn. Case
No. 18-21898) on March 2, 2018. In the petition signed by Lawrence
Migliara, Jr., member, the Debtor estimated $1 million to $10
million in assets and liabilities.
The Hon. Paulette J. Delk is the case judge.
Russell W. Savory at Beard & Savory, PLLC, is the Debtor's counsel.
Jeff Waddell of Crye-Leike Realtors is the real estate agent.
The Office of the U.S. Trustee on April 3, 2018, disclosed that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case.
[^] BOND PRICING: For the Week from September 24 to 28, 2018
------------------------------------------------------------
Company Ticker Coupon Bid Price Maturity
------- ------ ------ --------- --------
Acosta Inc ACOSTA 7.75 34.04 10/1/2022
Acosta Inc ACOSTA 7.75 32.65 10/1/2022
Alpha Appalachia
Holdings LLC ANR 3.25 2.05 8/1/2015
American Tire
Distributors Inc ATD 10.25 26.87 3/1/2022
American Tire
Distributors Inc ATD 10.25 25.72 3/1/2022
Appvion Inc APPPAP 9.00 1.13 6/1/2020
Appvion Inc APPPAP 9.00 1.01 6/1/2020
BPZ Resources Inc BPZR 6.50 3.02 3/1/2015
BPZ Resources Inc BPZR 6.50 3.02 3/1/2049
Bon-Ton Department
Stores Inc/The BONT 8.00 15.00 6/15/2021
Brookstone Holdings Corp BKST 10.00 11.88 7/7/2021
Cenveo Corp CVO 6.00 27.75 8/1/2019
Cenveo Corp CVO 8.50 1.53 9/15/2022
Cenveo Corp CVO 6.00 1.22 5/15/2024
Cenveo Corp CVO 8.50 1.53 9/15/2022
Cenveo Corp CVO 6.00 37.25 8/1/2019
Claire's Stores Inc CLE 9.00 64.25 3/15/2019
Claire's Stores Inc CLE 6.13 64.75 3/15/2020
Claire's Stores Inc CLE 7.75 7.00 6/1/2020
Claire's Stores Inc CLE 9.00 59.88 3/15/2019
Claire's Stores Inc CLE 7.75 7.00 6/1/2020
Claire's Stores Inc CLE 9.00 59.91 3/15/2019
Claire's Stores Inc CLE 6.13 61.77 3/15/2020
Clean Energy Fuels Corp CLNE 5.25 100.13 10/1/2018
Community Choice
Financial Inc CCFI 10.75 78.24 5/1/2019
DBP Holding Corp DBPHLD 7.75 45.50 10/15/2020
DBP Holding Corp DBPHLD 7.75 45.94 10/15/2020
EXCO Resources Inc XCOO 7.50 16.25 9/15/2018
EXCO Resources Inc XCOO 8.50 16.00 4/15/2022
Egalet Corp EGLT 5.50 35.79 4/1/2020
Emergent Capital Inc EMGC 8.50 81.54 2/15/2019
Energy Conversion
Devices Inc ENER 3.00 7.88 6/15/2013
Energy Future Intermediate
Holding Co LLC /
EFIH Finance Inc TXU 9.75 37.25 10/15/2019
Federal Home Loan Banks FHLB 1.07 99.41 10/1/2018
Fleetwood Enterprises Inc FLTW 14.00 3.56 12/15/2011
Homer City Generation LP HOMCTY 8.14 38.75 10/1/2019
Interstate Power
& Light Co LNT 7.25 99.45 10/1/2018
Las Vegas Monorail Co LASVMC 5.50 4.04 7/15/2019
Lehman Brothers
Holdings Inc LEH 4.00 3.33 4/30/2009
Lehman Brothers
Holdings Inc LEH 1.50 3.33 3/29/2013
Lehman Brothers
Holdings Inc LEH 2.07 3.33 6/15/2009
Lehman Brothers
Holdings Inc LEH 1.38 3.33 6/15/2009
Lehman Brothers
Holdings Inc LEH 2.00 3.33 3/3/2009
Lehman Brothers
Holdings Inc LEH 1.60 3.33 11/5/2011
Lehman Brothers
Holdings Inc LEH 5.00 3.33 2/7/2009
Lehman Brothers Inc LEH 7.50 1.23 8/1/2026
MModal Inc MODL 10.75 6.13 8/15/2020
Mashantucket Western
Pequot Tribe MASHTU 7.35 16.50 7/1/2026
Midstates Petroleum
Co Inc / Midstates
Petroleum Co LLC MPO 10.75 0.85 10/1/2020
Nine West Holdings Inc JNY 6.13 20.00 11/15/2034
OMX Timber Finance
Investments II LLC OMX 5.54 4.58 1/29/2020
Orexigen Therapeutics Inc OREXQ 2.75 5.13 12/1/2020
Orexigen Therapeutics Inc OREXQ 2.75 5.13 12/1/2020
PaperWorks Industries Inc PAPWRK 9.50 53.84 8/15/2019
PaperWorks Industries Inc PAPWRK 9.50 53.84 8/15/2019
Pernix Therapeutics
Holdings Inc PTX 4.25 43.09 4/1/2021
Pernix Therapeutics
Holdings Inc PTX 4.25 43.09 4/1/2021
PetroQuest Energy Inc PQUE 10.00 46.00 2/15/2021
PetroQuest Energy Inc PQUE 10.00 43.00 2/15/2021
PetroQuest Energy Inc PQUE 10.00 43.00 2/15/2021
Powerwave Technologies Inc PWAV 2.75 0.13 7/15/2041
Powerwave Technologies Inc PWAV 1.88 0.13 11/15/2024
Powerwave Technologies Inc PWAV 3.88 0.13 10/1/2027
Powerwave Technologies Inc PWAV 3.88 0.13 10/1/2027
Powerwave Technologies Inc PWAV 1.88 0.13 11/15/2024
Renco Metals Inc RENCO 11.50 29.00 7/1/2003
Rex Energy Corp REXX 8.00 27.50 10/1/2020
Rex Energy Corp REXX 8.88 17.20 12/1/2020
Rex Energy Corp REXX 6.25 15.63 8/1/2022
Rex Energy Corp REXX 8.00 27.12 10/1/2020
Rolta LLC RLTAIN 10.75 16.21 5/16/2018
SandRidge Energy Inc SD 7.50 0.39 2/15/2023
Sears Holdings Corp SHLD 6.63 89.71 10/15/2018
Sears Holdings Corp SHLD 8.00 36.64 12/15/2019
Sears Holdings Corp SHLD 6.63 86.78 10/15/2018
Sears Holdings Corp SHLD 6.63 86.78 10/15/2018
Seminole Tribe of
Florida Inc SEMTRI 7.80 100.25 10/1/2020
Sempra Texas Holdings Corp TXU 5.55 12.21 11/15/2014
SiTV LLC / SiTV Finance Inc NUVOTV 10.38 57.89 7/1/2019
SiTV LLC / SiTV Finance Inc NUVOTV 10.38 56.29 7/1/2019
TerraVia Holdings Inc TVIA 5.00 4.64 10/1/2019
TerraVia Holdings Inc TVIA 6.00 4.64 2/1/2018
Tesla Energy
Operations Inc/DE SCTY 2.65 73.80 11/5/2018
Texas Competitive Electric
Holdings Co LLC /
TCEH Finance Inc TXU 11.50 0.47 10/1/2020
Toys R Us - Delaware Inc TOY 8.75 1.03 9/1/2021
Transworld Systems Inc TSIACQ 9.50 50.04 8/15/2021
Transworld Systems Inc TSIACQ 9.50 25.96 8/15/2021
Walter Energy Inc WLTG 9.88 0.83 12/15/2020
Walter Energy Inc WLTG 8.50 0.83 4/15/2021
Walter Energy Inc WLTG 9.88 0.83 12/15/2020
Walter Energy Inc WLTG 9.88 0.83 12/15/2020
Westmoreland Coal Co WLBA 8.75 27.40 1/1/2022
Westmoreland Coal Co WLBA 8.75 27.32 1/1/2022
iHeartCommunications Inc IHRT 14.00 13.00 2/1/2021
iHeartCommunications Inc IHRT 14.00 12.64 2/1/2021
iHeartCommunications Inc IHRT 14.00 12.64 2/1/2021
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
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Each Tuesday edition of the TCR contains a list of companies with
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*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors.
Copyright 2018. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
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