/raid1/www/Hosts/bankrupt/TCR_Public/181026.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Friday, October 26, 2018, Vol. 22, No. 298
Headlines
1265 MCBRIDE: Exclusive Plan Filing Period Extended Through Feb. 17
342 58 STREET: Voluntary Chapter 11 Case Summary
3601 CROSSROADS: Delays Plan to Defer to Vital Discovery Activities
8800 LLC: Plan Filing Exclusivity Period Extended to Jan. 18
ABT MOLECULAR: Subordinated Claimants to Get Nothing Under Plan
AGPB LLC: Case Summary & 20 Largest Unsecured Creditors
ALAMO VENTURES: U.S. Trustee Unable to Appoint Committee
AMERICAN RAILCAR: S&P Places 'BB-' ICR on CreditWatch Negative
ASSETMARK FINANCIAL: Moody's Gives B1 CFR & Rates $275MM Loans B1
ASSETMARK FINANCIAL: S&P Assigns 'BB+' ICR, Outlook Stable
ATD CORP: Taps AlixPartners as Restructuring Advisor
ATD CORP: Taps Kurtzman Carson as Administrative Advisor
ATD CORP: Taps Moelis & Company as Financial Advisor
BED BATH: S&P Lowers Issuer Credit Rating to BB+, Outlook Negative
BIG TOY STORAGE: Voluntary Chapter 11 Case Summary
CAPE MIAMI 32: Seeks Jan. 23 Exclusive Plan Filing Extension
CARE FOR YOU: Court OK's Disclosures; Dec. 12 Plan Hearing
CHI OVERHEAD: Moody's Rates $40MM First Lien Loan 'B2'
COMPCARE MEDICAL: May Use Cash Collateral Through Dec. 31
CRYSTAL ENTERPRISES: Seeks to Extend Scope of Somma's Services
DAN MAZZOLA: Taps R.D. Allison & Associates as Accountant
ENLINK MIDSTREAM: S&P Affirms 'BB+' ICR, Outlook Stable
EVEREST HOLDINGS: Moody's Withdraws Caa2 CFR on Debt Payment
FRANK THEATRES: U.S. Trustee Unable to Appoint Committee
FRASER'S BOILER: Taps Nathan as 'Future Liability' Expert
FXI HOLDINGS: S&P Alters Outlook to Negative & Affirms 'B' ICR
GENON ENERGY: Nov. 1 REMA Debtors' Plan Confirmation Hearing
GEOKINETICS INC: Intercompany Claims to be Cancelled in Latest Plan
H.C. JEFFRIES TOWER: Unsecureds to Get Quarterly Payment of $64K
HOLBROOK/SEARIGHT: U.S. Trustee Unable to Appoint Committee
INNOVATIVE WINDOW: U.S. Trustee Unable to Appoint Committee
JEFFERIES FINANCE: S&P Raises Senior Unsecured Debt Rating to B+
JLM ENERGY: Taps Murray Tech Law as Special Counsel
KANTIS ENTERPRISES: U.S. Trustee Unable to Appoint Committee
KENMETAL LLC: Taps Dauble & Associates as Accountant
KENMETAL LLC: Taps Synergy Healthcare as Financial Advisor
KENMETAL LLC: Taps Theodore N. Stapleton as Legal Counsel
LD INTERMEDIATE: S&P Lowers ICR to 'CCC+', Outlook Negative
LION SOLAR: Case Summary & 3 Unsecured Creditors
MELINTA THERAPEUTICS: Appoints John Johnson as Interim CEO
MERCER INT'L: Moody's Hikes CFR to Ba2, Outlook Stable
MJJW PORTFOLIO: Ordered to File Plan and Disclosures Before Jan. 3
NATIVE SON: U.S. Trustee Unable to Appoint Committee
NRG REMA: Taps Akin Gump as Special Counsel
OCEAN SERVICES: U.S. Trustee Unable to Appoint Committee
ONE HIT WONDER: Has Until Dec. 14 to Exclusively File Plan
PJLRES7920 LLC: U.S. Trustee Unable to Appoint Committee
PRIME SOURCE ACCESSORIES: U.S. Trustee Unable to Appoint Committee
RELAY SHOE: Plan Discloses Agreement on Allocation of Sale Proceeds
RESTLAND MEMORIAL: Case Summary & 9 Unsecured Creditors
ROCK CABIN: U.S. Trustee Unable to Appoint Committee
ROYAL AUTOMOTIVE: Files Chapter 11 Plan of Liquidation
SAN JUAN ICE: Seeks Dec. 29 Plan Filing Exclusivity Extension
SEABROOK DENTAL: U.S. Trustee Unable to Appoint Committee
SEARS HOLDINGS: U.S. Trustee Forms 9-Member Committee
SENIOR NH: Taps Dauble & Associates as Accountant
SENIOR NH: Taps Synergy Healthcare as Financial Advisor
SENIOR NH: Taps Theodore N. Stapleton as Legal Counsel
SILICON ALLEY: Seeks Conditional Approval of Disclosure Statement
T.C. RENFROW: Amegy Plan to Pay Unsecureds in Full Plus Interest
T.P.I.S. INDUSTRIAL: Exclusive Plan Filing Period Moved to Jan. 15
TEMPLE UNIVERSITY: Moody's Revises Outlook on $478MM Bonds to Neg.
TEXAS ASSOCIATION: Memphis ISD Wants Disclosure Statement Amended
TEXAS ASSOCIATION: Reagan County ISD Objects to Plan Outline
TEXAS ASSOCIATION: White Deer ISD Opposes Proposed Plan Outline
TOTAL COMM SYSTEMS: Asks Court to Approve Proposed Plan Outline
TREATMENT CENTER: Sale of Tangible Assets to Fund Liquidating Plan
TUTOR PERINI: S&P Cuts Issuer Credit Rating to B+, Outlook Stable
UNITED RENTALS: S&P Assigns BB Rating on $1.1BB Sr. Unsec. Notes
VEE EXPRESS: Seeks to Hire Additional Bankruptcy Attorney
VERITY HEALTH: Has Final Authorization to Use Cash Collateral
W&T OFFSHORE: Completes Major Debt Refinancing Transactions
WELDED CONSTRUCTION: Oct. 30 Meeting Set to Form Creditors' Panel
WESTMORELAND COAL: U.S. Trustee Forms Seven-Member Committee
WOODLAWN COMMUNITY: Case Summary & 20 Largest Unsecured Creditors
[*] T&W Fetes 12 Outstanding Young Restructuring Lawyers Nov. 26
[^] BOOK REVIEW: Inside Investment Banking, Second Edition
*********
1265 MCBRIDE: Exclusive Plan Filing Period Extended Through Feb. 17
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The Hon. John K. Sherwood of the U.S. Bankruptcy Court for the
District of New Jersey granted 1265 McBride Ave., LLC, an extension
of 120 days of the exclusive period of time within which only the
Debtor may file a plan of reorganization to Feb. 17, 2019; and in
the event the Debtor files a plan of reorganization within such
period of exclusivity, the time within which only the Debtor may
solicit acceptances to its plan of reorganization is extended
through April 18, 2019.
The Troubled Company Reporter has previously reported that the
Debtor requested for an additional 120-day extension of the
exclusive periods contending that the significant rainfall which
beset Northern New Jersey approximately thirty days ago caused
significant flooding at the Property, which hampered the Debtor's
marketing efforts. According to the information supplied by the
duly retained broker, the flooding condition, and the resulting
publicity has materially impacted interest in the purchase of the
Property and as a result, the marketing time-frame respecting the
Property is likely to be longer than originally anticipated.
About 1265 McBride Ave.
1265 McBride Ave. LLC owns a real property located at 1265-1267
McBridge Avenue Woodland Park, New Jersey, having an appraised
value of $6.63 million.
1265 McBride sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D.N.J. Case No. 18-22659) on June 22, 2018. In the
petition signed by Thomas J. O'Beirne, sole member, the Debtor
disclosed $6.65 million in assets and $6.67 million in liabilities.
Judge John K. Sherwood presides over the case. The Debtor tapped
Rabinowitz, Lubetkin & Tully, LLC as its legal counsel; Steven A.
Reiss & Company, LLC as its accountant; and USA Tax Appeals LLC as
appraiser.
342 58 STREET: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: 342 58 Street Re LLC
c/o David Goldwasser
7280 West Palmetto Park Rd, Suite 203-N
Boca Raton, FL 33433
Business Description: 342 58 Street Re LLC is a privately held
company in Boca Raton, Florida engaged
in activities related to real estate.
Chapter 11 Petition Date: October 24, 2018
Court: United States Bankruptcy Court
Southern District of New York (White Plains)
Case No.: 18-23651
Judge: Hon. Robert D. Drain
Debtor's Counsel: Mark A. Frankel, Esq.
BACKENROTH FRANKEL & KRINSKY, LLP
800 Third Avenue, 11th Floor
New York, NY 10022
Tel: (212) 593-1100
Fax: (212) 644-0544
E-mail: mfrankel@bfklaw.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by David Goldwasser, authorized signatory
of GC Realty Advisors, workout manager.
The Debtor failed to include in the petition a list of its 20
largest unsecured creditors.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/nysb18-23651.pdf
3601 CROSSROADS: Delays Plan to Defer to Vital Discovery Activities
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3601 Crossroads, LLC, asks the U.S. Bankruptcy Court for the
Northern District of Illinois to further extend (a) the exclusivity
period in which to file its Plan and Disclosure Statement from Oct.
31, 2018 to Jan. 31, 2019, and (b) the date for the Debtor to
solicit acceptance of the Plan from Dec. 31, 2018 to March 31,
2019.
On April 27, 2018, Rialto Capital Advisors, LLC, Special Servicer
and Attorney-in-Fact on behalf of Wells Fargo Bank the Debtor's
largest creditor, filed a Proof of Claim as Claim # 5 -- asserting,
among others that "the Debtor is liable to and owes Rialto Capital
accrued and unpaid principal, interest, costs and fees, in the
aggregate amount of no less than $8,114,807."
The Debtor denies any defaults occurred under the Loan Documents
which form the basis of Claim #5. The Debtor asserts that although
it has timely paid all monthly mortgage obligations to its Lender,
the Bank's Master Servicer (Wells Fargo Bank, N.A.) delivered a
Notice of Sweep Event on July 22, 2016 and seized control of
Debtor's depository, reserve and excess cash accounts.
In this Notice, the Master Servicer claimed that a "Sweep Event"
had occurred because the Debt Service Coverage Ratio (DSCR) at the
Property had fallen below the level of 1.1 to 1.0. Debtor has
denied that the DSCR ever fell below the level of 1.1 to 1.0 to
warrant the declaration of a Sweep Event in 2016. The Debtor has
repeatedly provided the Bank with calculations and supporting
financial reports showing that the DSCR well exceeded the level of
1.2 to 1.0 through all of 2017 to warrant termination of the Sweep
Event. But the Bank, however, has persistently rejected Debtor's
calculations of the DSCR for well over a year -- all the while
refusing to provide Debtor with proper explanations of the Bank's
adjustments to the DSCR.
In order to resolve Claim #5, the Debtor sought and obtained leave
to conduct Rule 2004 discovery on the Master Servicer and Special
Servicer. Similarly, Rialto filed a Motion for Order Directing
Debtor's Examination and Production of Documents Pursuant to
Bankruptcy Rule 2004, which was granted on May 15, 2018.
Both parties are currently engaged in significant discovery
activities requiring substantial document review and the imminent
exchange of voluminous documents. The Debtor recently obtained an
order on its Motion to Compel requiring the Lender's Master
Servicer (Wells Fargo Bank) to comply by October 19, 2018 with
Debtor's subpoena dated June 29, 2018. On October 18, 2018, Wells
Fargo Bank produced approximately 14,000 pages in response to this
Subpoena.
The Debtor contends that once the document production has been
completed, the parties also plan on conducting 2004 depositions of
various individual representatives of Debtor, Rialto and Wells
Fargo Bank.
The Debtor believes that the extension is necessary because it is
not possible to formulate any Plan of Reorganization until Claim
#5, a secured claim accounting for 99.1% of the dollar value of all
claims filed, is resolved. Accordingly, any delay caused by the
requested extension cannot prejudice the body of creditors because
unless and until this secured claim is disallowed these same
creditors would receive nothing or a de minimus distribution on
account of their claims.
About 3601 Crossroads
3601 Crossroads, LLC, is a real estate lessor that owns in fee
simple a property located at 3601 Algonquin Rd., Rolling Meadows,
Illinois, having an assessed value of $5.45 million. The Company
posted gross revenue of $2.51 million in 2017 and gross revenue of
$2.11 million in 2016.
3601 Crossroads filed for Chapter 11 protection (Bankr. N.D. Ill.
Case No. 18-06600) on March 7, 2018. In its petition signed by
Thomas L. Kolschowsky, senior vice president/corporate counsel, the
Debtor disclosed total assets of $5.47 million and liabilities
totaling $7.98 million.
The Hon. Timothy A. Barnes is the case judge.
John A. Lipinsky, Esq., of Clingen Callow & Mclean, LLC, serves as
the Debtor's counsel.
8800 LLC: Plan Filing Exclusivity Period Extended to Jan. 18
------------------------------------------------------------
The Hon. Robert Kwan of the U.S. Bankruptcy Court for the Central
District of California, at the behest of 8800 LLC, has extended the
exclusivity periods for the Debtor to file and to obtain acceptance
of a plan of reorganization to and including Jan. 18, 2019 and
March 19, 2019, respectively.
The Troubled Company Reporter has previously reported that the
Debtor delays filing of its plan of reorganization until outcome of
Assumption Motions. The Debtor said 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.
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.
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.
The Debtor believed that 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.
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 planned 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 claimed that the 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 contended 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.
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.
ABT MOLECULAR: Subordinated Claimants to Get Nothing Under Plan
---------------------------------------------------------------
ABT Molecular Imaging, Inc. filed a disclosure statement explaining
its amended plan of reorganization dated Oct. 11, 2018.
ABT has determined that a prolonged Chapter 11 Case would damage
its ongoing business operations and threaten its viability as a
going concern. The nature of the Plan allows the Debtor to exit
chapter 11 quickly, while the provisions of the Plan allow ABT to
reduce its debt service obligations, extend the maturity of its
debt, and position ABT for ongoing operations.
The primary objectives of the Plan are to: (i) maximize the value
of the ultimate recovery to all holders of Claims on a fair and
equitable basis, compared to the value they would receive if ABT's
assets were liquidated under chapter 7 of the Bankruptcy Code; and
(ii) settle, compromise or otherwise dispose of certain Claims on
terms believed to be fair and reasonable in the best interests of
ABT, and its creditors and interest holders. ABT believes that
through the Plan, holders of Allowed Claims will obtain a recovery
substantially better than any recovery they would receive if ABT's
assets were liquidated under chapter 7 of the Bankruptcy Code.
Class 5 under the plan consists of Subordinated Claims, which means
(i) all claims against the Debtor of the type described in section
510(b) of the Bankruptcy Code; (ii) and any Claim that is equitably
subordinated to all general unsecured Claims pursuant to section
510(c) of the Bankruptcy Code; and (iii) any Claim against the
Debtor, whether secured or unsecured, for any fine, penalty,
forfeiture, attorneys’ fees multiple, exemplary or punitive
damages, or for any other amount that does not represent
compensation for actual pecuniary loss suffered by the Holder of
such Claim to the extent provided by applicable law. Holders of
Allowed Subordinated Claims will not receive any distributions
under the Plan.
During the period from the Confirmation Date through and until the
Effective Date, the Debtor may continue to operate its business as
a debtor in possession, subject to all applicable orders of the
Bankruptcy Court.
A copy of the Latest Disclosure Statement is available for free
at:
http://bankrupt.com/misc/deb18-11398-185.pdf
About ABT Molecular Imaging
ABT Molecular Imaging, Inc. -- http://abt-mi.com/-- is a medical
imaging company marketing the BG-75 Biomarker Generator, which
produces unit doses of molecular imaging drugs for positron
emission tomography (PET) at the point of use. The company was
founded in 2006 by industry experts in the molecular imaging
industry. ABT's investor partners include Intersouth Partners,
River Cities Capital and two TNInvestco Funds, Council & Enhanced
Tennessee Fund and Limestone Fund. ABT employs 24 individuals
across its operations, research and development, administration
and
sales functions. The Company is headquartered in Knoxville,
Tennessee.
On June 13, 2018, ABT Molecular Imaging sought Chapter 11
protection (Bankr. D. Del. Case No. 18-11398).
As of Dec. 31, 2017, the Company's assets had a net book value of
$2,507,000 and it had total liabilities of $30,509,000.
The Hon. Laurie Selber Silverstein is the case judge.
The Debtor tapped Bayard, P.A., as counsel; SSG Capital Advisors
as
investment banker; and Garden City Group, LLC, as the claims agent.
AGPB LLC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: AGPB, LLC
dba AlphaGraphics of the Palm Beaches
dba Jupiter Uniforms
1024 Vintner Blvd
Palm Beach Gardens, FL 33410-1522
Business Description: AlphaGraphics is a full-service printing and
marketing company in Palm Beach Gardens,
Florida. AlphaGraphics offers printing
on apparel, textile products, glass,
metals, papers, and more.
https://www.alphagraphics.com/
Chapter 11 Petition Date: October 24, 2018
Court: United States Bankruptcy Court
Southern District of Florida (West Palm Beach)
Case No.: 18-23206
Judge: Hon. Erik P. Kimball
Debtor's Counsel: Malinda L. Hayes, Esq.
MARKARIAN & HAYES
2925 PGA Blvd., Suite #204
Palm Beach Gardens, FL 33410
Tel: 561-626-4700
Fax: 561-627-9479
E-mail: malinda@businessmindedlawfirm.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Timothy J. Kerbs, president of manager.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at:
http://bankrupt.com/misc/flsb18-23206.pdf
ALAMO VENTURES: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------------
No official committee of unsecured creditors has been appointed in
the Chapter 11 case of Alamo Ventures, LLC, as of Oct. 18, 2018,
according to a court docket.
Alamo Ventures, LLC, is a lessor of real estate in Tucson,
Arizona.
The Debtor filed for Chapter 11 bankruptcy protection (Bankr. D.
Ariz. Case No. 18-11235) on Sept. 14, 2018, estimating its assets
and liabilities at between $1 million and $10 million each. The
petition was signed by Robert Reilly, manager member.
Judge Scott H. Gan presides over the case.
Michael W. Baldwin, Esq., at Michael Baldwin, PLC, serves as
bankruptcy counsel.
AMERICAN RAILCAR: S&P Places 'BB-' ICR on CreditWatch Negative
--------------------------------------------------------------
S&P Global Ratings placed its 'BB-' issuer credit rating on
American Railcar Industries Inc. (ARII) on CreditWatch with
negative implications.
S&P said, "The CreditWatch negative reflects our expectation for a
deterioration in ARII's credit measures, as well as our uncertainty
around the company's ultimate capital structure, financial policy,
and capital allocation priorities. We believe the $1.75 billion
purchase price will consist of $440 million of contributed equity,
$540 million of ARII's existing secured railcar equipment notes,
and new debt financing. We do not know the amounts or terms of the
new manufacturing and leasing debt, but estimate that additional
debt would cause the company's credit measures (manufacturing,
leasing, or both) to weaken materially from current levels. While
we do not forecast changes to the company's business model, we will
also assess the potential for meaningful strategic shifts as part
of our review.
"We aim to resolve the CreditWatch placement over the next 90 days
as more information regarding the acquisition financing,
shareholder and regulatory approvals, proposed operating model, the
owner's financial policy, and alternative bidders becomes
available. However, we expect to keep our ratings on the company on
CreditWatch at least until the transaction closes in the fourth
quarter of 2018.
"We could lower the rating by one or more notches following our
review."
ASSETMARK FINANCIAL: Moody's Gives B1 CFR & Rates $275MM Loans B1
-----------------------------------------------------------------
Moody's Investors Service assigned a B1 corporate family rating to
AssetMark Financial Holdings, Inc. Concurrently, Moody's has
assigned B1 ratings to AssetMark's proposed $250 million senior
secured term loan and $25 million revolving credit facility.
AssetMark does not plan to immediately draw upon the revolver, and
plans to utilize the proceeds from its proposed new term loan to
pay a $200 million dividend to its owner, Huatai Securities Co.,
Ltd. (Huatai, Baa2 stable), and to reinforce its cash position and
liquidity following its announced acquisition of Global Financial
Private Capital. The assigned ratings are subject to review of
final documentation and closing of the proposed transaction.
Moody's said the rating outlook is stable.
Moody's assigns the following ratings to AssetMark:
Corporate Family Rating, Assigned at B1
$25 million Gtd Senior Secured First Lien Revolving Credit Facility
due 2023, Assigned at B1
$250 million Gtd Senior Secured First Lien Term Loan due 2025,
Assigned at B1
Outlook, Assigned at Stable
RATINGS RATIONALE
Moody's said AssetMark's creditworthiness is underpinned by
recurring operating cash flow generation and a profitable
franchise, with relatively healthy debt leverage and coverage
metrics for its rating level. Revenues at AssetMark are a function
of the amount of customer assets managed by its affiliated
financial advisors, as well as interest income earned on
un-invested customer cash balances which the firm "sweeps" to third
party banks. This exposes the company's revenues to the value of
customer assets, that can be negatively impacted during an economic
downturn, periods of lower interest rates or following a rise in
customer redemptions, said Moody's.
AssetMark was acquired by Huatai in October 2016. As part of the
acquisition, AssetMark's debt at the time was paid down, and it has
operated since then with no debt outstanding. Moody's said $200
million of the proceeds from the proposed $250 million senior
secured term loan will be used to pay a dividend to its owner,
Huatai. Moody's said the planned dividend is a credit negative
development because it favors shareholder interests over creditors
and worsens AssetMark's credit profile.
In August 2018, AssetMark announced its plans to acquire GFPC, an
independent Registered Investment Advisor with around $5.7 billion
in assets under management. Moody's said the acquisition will
further expand AssetMark's scale in the turnkey asset management
platform (TAMP) industry and will close in early 2019.
Moody's said the stable outlook reflects AssetMark's overall
sustainable growth driven by an expansion in its investment
outsourcing business. Despite the credit negative debt-funded
dividend, the stable outlook also reflects the firm's ability to
organically de-leverage over time driven by operating cash flow
generation.
AssetMark is a turnkey asset management platform providing
outsourced services to around 7,800 independent financial advisors
and registered investment advisors with $52 billion in managed
assets, pro forma the GFPC acquisition. AssetMark generated $234
million in net revenues for the trailing twelve months ended 30
September 2018. The firm is based in Concord, California.
What Could Change the Rating -- Up
-- The development of profitable new revenue streams resulting in
revenue diversification
-- Organic increase in profitability and margin stability driven
by sustainable growth in assets under management
What Could Change the Rating -- Down
-- Increasing competitive pressures within the TAMP business
resulting in significant asset redemptions and reduced revenues
-- The adoption of an aggressive financial policy stemming from
significant increase in debt-funded dividends or M&A activities,
especially if not supplemented by a clear near-term deleveraging
strategy
-- Increase in asset risk emanating from the firm's yield
generating-strategies
-- Compliance or risk management shortcomings in meeting the
firm's evolving business needs
The principal methodology used in these ratings was Securities
Industry Service Providers published in June 2018.
ASSETMARK FINANCIAL: S&P Assigns 'BB+' ICR, Outlook Stable
----------------------------------------------------------
S&P Global Ratings said it assigned its 'BB+' issuer credit rating
to AssetMark Financial Holdings Inc. The outlook is stable.
At the same time, S&P assigned its 'BB+' issue rating to the firm's
$25 million first-lien revolving credit facility and $250 million
first-lien term loan. The recovery rating for both securities is a
'3' (rounded estimate: 60%), denoting a meaningful recovery in the
event of a default.
The rating action follows the announcement that AssetMark will
issue a $250 million first-lien term loan and $25 million
first-lien revolver. The company will use up to $200 million of the
proceeds from the term loan to fund a dividend to its owners. It
will use the remaining proceeds for general corporate purposes,
including acquisitions.
The stable outlook reflects S&P's expectation that the firm will
continue to grow EBITDA at a solid pace in 2018 and 2019, fueled
primarily by continued net inflows.
S&P could lower the rating if leverage increases to above 4x as a
result of aggressive leveraging actions or business deterioration.
An upgrade to S&P's stand-alone credit profile or issuer credit
rating on AssetMark is unlikely over the next 12 months.
ATD CORP: Taps AlixPartners as Restructuring Advisor
----------------------------------------------------
ATD Corporation seeks approval from the U.S. Bankruptcy Court for
the District of Delaware to hire AlixPartners, LLP as its
restructuring advisor.
The firm will advise the company and its affiliates in the
negotiation and implementation of restructuring initiatives; assist
in negotiation with the Debtors' outside constituents; work with
the Debtors to identify and implement liquidity generating
initiatives; assist the Debtors' management and their professionals
assigned to sourcing, negotiating and implementing any financing;
and assist them in other business and financial aspects of their
Chapter 11 proceedings.
AlixPartners will charge these hourly rates:
Managing Director $980 – $1,155
Director $760 – $925
Senior Vice-President $580 – $695
Vice-President $415 – $565
Consultant $145 – $400
Paraprofessional $275 – $295
AlixPartners received advance retainer payments in the amount of
$600,000 from the Debtors. In the 90 days prior to the petition
date, the Debtors paid the firm a total of approximately $5,517,722
for its pre-bankruptcy services.
James Mesterharm, managing director of AlixPartners, disclosed in a
court filing that his firm is "disinterested" as defined in Section
101(14) of the Bankruptcy Code.
AlixPartners can be reached through:
James A. Mesterharm
AlixPartners, LLP
909 Third Avenue, Floor 30
New York, NY 10022
Office: +1 (312) 551-3265
Mobile: +1 (773) 251-0352
Email: jmesterharm@alixpartners.com
About ATD Corp/American Tire
Headquartered in Huntersville, North Carolina, ATD Corporation and
its subsidiaries -- https://www.atd-us.com -- are distributors of
replacement tires with more than 140 distribution centers and 1,400
delivery vehicles servicing a geographic region covering more than
90 percent of the replacement tire market for passenger vehicles
and light trucks in the United States. ATD has its own proprietary
private-label and exclusive tire brands, such as Hercules and
Ironman, to supplement its supply of industry-leading brand-name
tires, including Continental, Michelin, Pirelli, Cooper, Nexen,
Toyo-Nitto, Hankook, Kumho, and Falken among others. ADT employs
5,500 people in the U.S. and Canada.
ATD Corporation and eight of its affiliates filed for bankruptcy on
Oct. 4, 2018 (Bankr. D. Del. Lead Case No. 18-12221). In the
petition signed by CFO William Williams, the Debtors estimated
assets and liabilities of $1 billion to $10 billion.
The Hon. Kevin J. Carey presides over the cases.
The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis
International LLP as general bankruptcy counsel; Pachulski Stang
Ziehl & Jones LLP as local bankruptcy counsel; Moelis & Company as
financial advisor; AlixPartners LLP as restructuring advisor; and
Kurtzan Carson Consultants, LLC as notice and claims agent.
ATD CORP: Taps Kurtzman Carson as Administrative Advisor
--------------------------------------------------------
ATD Corporation seeks approval from the U.S. Bankruptcy Court for
the District of Delaware to hire Kurtzman Carson Consultants LLC as
its administrative advisor.
The firm will provide bankruptcy administration services, which
include the solicitation, balloting and tabulation of votes; the
preparation of reports in support of a Chapter 11 plan; and assist
in claims reconciliation.
Kurtzman received a retainer in the sum of $25,000 from the Debtor
prior to the petition date.
Robert Jordan, senior director of Kurtzman's Corporate
Restructuring Services, 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:
Robert Jordan
Kurtzman Carson Consultants LLC
2335 Alaska Avenue
El Segundo, CA 90245
Telephone: (310) 823-9000
About ATD Corp/American Tire
Headquartered in Huntersville, North Carolina, ATD Corporation and
its subsidiaries -- https://www.atd-us.com -- are distributors of
replacement tires with more than 140 distribution centers and 1,400
delivery vehicles servicing a geographic region covering more than
90 percent of the replacement tire market for passenger vehicles
and light trucks in the United States. ATD has its own proprietary
private-label and exclusive tire brands, such as Hercules and
Ironman, to supplement its supply of industry-leading brand-name
tires, including Continental, Michelin, Pirelli, Cooper, Nexen,
Toyo-Nitto, Hankook, Kumho, and Falken among others. ADT employs
5,500 people in the U.S. and Canada.
ATD Corporation and eight of its affiliates filed for bankruptcy on
Oct. 4, 2018 (Bankr. D. Del. Lead Case No. 18-12221). In the
petition signed by CFO William Williams, the Debtors estimated
assets and liabilities of $1 billion to $10 billion.
The Hon. Kevin J. Carey presides over the cases.
The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis
International LLP as general bankruptcy counsel; Pachulski Stang
Ziehl & Jones LLP as local bankruptcy counsel; Moelis & Company as
financial advisor; AlixPartners LLP as restructuring advisor; and
Kurtzan Carson Consultants, LLC as notice and claims agent.
ATD CORP: Taps Moelis & Company as Financial Advisor
----------------------------------------------------
ATD Corporation seeks approval from the U.S. Bankruptcy Court for
the District of Delaware to hire Moelis & Company LLC as investment
banker and financial advisor.
The firm will review the results of operations, financial
conditions and business plan of the company and its affiliates;
assist the Debtors in reviewing and negotiating any potential
restructuring; assist in contacting potential acquirers; and
provide other financial advisory and investment banking services
related to their Chapter 11 cases.
Moelis will be paid a monthly fee of $200,000, payable in advance
of each month. Fifty percent of all monthly fees paid after
payment of the third full monthly fee will be credited against any
restructuring fee up to a maximum of 12 months credit.
At the closing of a restructuring, a fee of $7.5 million will be
paid to Moelis. The firm will only be entitled to receive one
restructuring fee.
Meanwhile, as compensation for Moelis' services related to the
debtor-in-possession financing, the Debtors agree to pay the firm a
fee of 0.25% of the aggregate face amount of that portion of the
DIP financing facility that is the result of the Debtors' existing
debt that is exchanged or converted, plus 1% of the aggregate gross
amount of that portion of the financing that is the result of new
commitments, including unfunded commitments.
Adam Keil, managing director of Moelis, disclosed in a court filing
that his firm is "disinterested" as defined in section 101(14) of
the Bankruptcy Code.
The firm can be reached through:
Adam B. Keil
Moelis & Company LLC
399 Park Avenue, 5th Floor
New York, NY 10022
Office Phone: (212) 883-3800
Direct Phone: (212) 883-3829
Fax: (212) 880-4260
About ATD Corp/American Tire
Headquartered in Huntersville, North Carolina, ATD Corporation and
its subsidiaries -- https://www.atd-us.com -- are distributors of
replacement tires with more than 140 distribution centers and 1,400
delivery vehicles servicing a geographic region covering more than
90 percent of the replacement tire market for passenger vehicles
and light trucks in the United States. ATD has its own proprietary
private-label and exclusive tire brands, such as Hercules and
Ironman, to supplement its supply of industry-leading brand-name
tires, including Continental, Michelin, Pirelli, Cooper, Nexen,
Toyo-Nitto, Hankook, Kumho, and Falken among others. ADT employs
5,500 people in the U.S. and Canada.
ATD Corporation and eight of its affiliates filed for bankruptcy on
Oct. 4, 2018 (Bankr. D. Del. Lead Case No. 18-12221). In the
petition signed by CFO William Williams, the Debtors estimated
assets and liabilities of $1 billion to $10 billion.
The Hon. Kevin J. Carey presides over the cases.
The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis
International LLP as general bankruptcy counsel; Pachulski Stang
Ziehl & Jones LLP as local bankruptcy counsel; Moelis & Company as
financial advisor; AlixPartners LLP as restructuring advisor; and
Kurtzan Carson Consultants, LLC as notice and claims agent.
BED BATH: S&P Lowers Issuer Credit Rating to BB+, Outlook Negative
------------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Union,
N.J.-based Bed Bath & Beyond Inc. (BBBY) to 'BB+' from 'BBB-'. The
outlook is negative.
S&P said, "At the same time, we lowered the issue-level rating on
the unsecured debt to 'BB+' from 'BBB-' and assigned a '3' recovery
rating. This debt consists of a $250 million revolving credit
facility, $300 million principal amount of 3.749% senior unsecured
notes due Aug. 1, 2024, $300 million principal amount of 4.915%
senior unsecured notes due Aug. 1, 2034, and $900 million aggregate
principal amount of 5.165% senior unsecured notes due Aug. 1, 2044.
The '3' recovery rating reflects our expectation for meaningful
recovery (50%-70%; rounded estimate: 65%) in the event of a payment
default. We generally cap recovery ratings on unsecured debt issued
by entities rated 'BB-' or higher at '3' because it is highly
likely the capital structure will change in ways that impair
unsecured recovery prospects.
"The downgrade reflects our view that BBBY's competitive position
is not consistent with an investment-grade rating given the
significant ongoing impact on margins from heightened competition,
an oversized store fleet, and lagging omni-channel capabilities
relative to key peers (i.e. Macy's Inc., Target Corp., Kohl's
Corp.). BBBY has been slow to adapt to changing industry dynamics,
which has created difficulty for the company to attract customers
without meaningful, margin-damaging promotional activity. Unlike
its department store and home-furnishing peers that experienced
improved operating performance over the past year due to continuous
investments in omni-channel capabilities and a relatively good
consumer spending backdrop, BBBY has been unable to slow its
performance decline. BBBY does benefit from low levels of funded
debt and still decent, though declining, cash flow generation. This
affords the company some financial flexibility to invest in
strategies to address business challenges.
"The negative outlook reflects our expectation that intense
competition from online and traditional retailers will continue to
pressure operating profits at BBBY, and that uncertainty remains
around whether the company can successfully execute its strategy in
a way that results in meaningfully improved operating trends over
the next 12 to 18 months. We expect increased competition, elevated
promotional activities, and rising costs related to the
omni-channel platform to result in further EBITDA margin erosion of
about 125 bps over the next 12 months. We also expect credit
metrics to weaken somewhat, with FFO to debt declining to the
low-30% area by fiscal year end 2019.
"We could lower the ratings if we expect meaningfully negative
operating trends to persist, resulting in FFO to debt below 30% on
a sustained basis. This could happen if the company is unable to
neutralize the negative margin impact from its elevated couponing
activities and shipping costs with key initiatives, causing margins
to further meaningfully decline over the next 12-18 months. Under
this scenario, revenue would remain relatively flat in fiscal 2019,
and EBITDA margin contracts about 200 bps (compared with our
expectation for an 80 bps EBITDA margin decline in fiscal 2019).
"We could revise the outlook to stable if the company can stabilize
profit trends (including EBITDA and EBITDA margins) by successfully
executing key initiatives such as supply chain enhancement,
inventory optimization, and personalization, resulting in a much
more compelling and differentiated shopping experience for
consumers. Under this scenario, credit metrics would remain at
relatively healthy levels, with FFO to debt above 30% and FOCF to
debt in the high-teens percent range or better on a sustained
basis."
BIG TOY STORAGE: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Big Toy Storage, LLC
1626 Blanchard Dr.
Roseville, CA 95747
Business Description: Big Toy Storage, LLC is a privately
held company that offers secure storage
facilities for boats, RVs, ATVs, classic
cars and more. Big Toy filed as a Single
Asset Real Estate (as defined in 11 U.S.C.
Section 101(51B)).
Chapter 11 Petition Date: October 24, 2018
Court: United States Bankruptcy Court
Northern District of California (Santa Rosa)
Case No.: 18-10739
Judge: Hon. Charles Novack
Debtor's Counsel: George Castagnola, Esq.
LAW OFFICES OF GEORGE CASTAGNOLA
802 Wine Court
Petaluma, CA 94954
Tel: (707)778-0282
Email: MIZSEA@aol.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Jessah Dunn, manager.
The Debtor stated it has no unsecured creditors.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/canb18-10739.pdf
CAPE MIAMI 32: Seeks Jan. 23 Exclusive Plan Filing Extension
------------------------------------------------------------
Cape Miami 32 LLC (DE) asks the U.S. Bankruptcy Court for the
Southern District of Florida for a 90 days extension of exclusivity
to Jan. 23, 2019 within which to negotiate with creditors, file
plan and disclosure statement, and solicit acceptances for 60 days
thereafter.
Exclusivity expires Oct. 23, 2018, if not extended by motion filed
prior to that date.
The Bank claim was filed on July 17, 2018 and the Debtor is
investigating the claim. Currently, the Debtor and the bank are
exploring settlement options and the Court has granted mediation,
which is currently being scheduled.
About Cape Miami 32 LLC (DE)
Headquartered in Miami Beach, Florida, Cape Miami 32 LLC (DE) filed
for Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No.
18-17592) on June 25, 2018. In the Petition signed by Yonel Devico,
MGM, the Debtor estimated its assets at between $50,000 and
$100,000 and its liabilities at between $100,000 and $500,000.
Joel M. Aresty, Esq., at Joel M. Aresty P.A., serves as the
Debtor's bankruptcy counsel.
No official committee of unsecured creditors has been appointed in
the case.
CARE FOR YOU: Court OK's Disclosures; Dec. 12 Plan Hearing
----------------------------------------------------------
Bankruptcy Judge Ashely M. Chan approved Care for You Home Medical
Equipment, LLC, d/b/a Community Care Partners' disclosure statement
in support of its first amended plan of reorganization.
The proposed voting procedures and the proposed voting materials,
consisting of a ballot are also approved.
Nov. 30, 2018 is set as the last date by which ballots must be
received in order to be considered as acceptances or rejections of
the First Amended Plan of Reorganization and fixed as the date for
the filing of any written objection to confirmation of the Plan.
The hearing on confirmation of the Debtor's Plan of Reorganization
will be held in U.S. Bankruptcy Court, 900 Market Street, Courtroom
#5, Philadelphia, Pennsylvania on Dec. 12, 2018 at 11:00 a.m.
About Care For You Home Medical Equipment, LLC
Personal Support Medical Suppliers, Inc., and Care for You Home
Medical Equipment, LLC, doing business as Community Care partners,
are both home medical equipment organizations operating in the
greater Philadelphia Region and New York with offices in
Philadelphia and Seneca, Pennsylvania.
PSMS and CCP filed Chapter 11 petitions (Bankr. E.D. Pa. Case Nos.
17-12833 and 17-12836) on April 24, 2017. David Halooka,
president, signed the petitions.
The Hon. Ashely M. Chan is the case judge.
Albert A. Ciardi, III, Esq., at Ciardi Ciardi & Astin, P.C.,
serves
as counsel to the Debtor.
At the time of filing, the Debtors each estimated assets and
liabilities at $1 million to $10 million.
To date, no trustee or examiner or creditors' committee has been
appointed in the Debtor's Chapter 11 case.
CHI OVERHEAD: Moody's Rates $40MM First Lien Loan 'B2'
------------------------------------------------------
Moody's Investors Service assigned a B2 rating to C.H.I. Overhead
Doors, Inc.'s $40 million first-lien revolving credit facility
expiring in 2022. This revolver replaced the company's $40 million
first-lien senior secured revolving credit facility expiring in
2020, whose B2 rating is withdrawn. CHI's B2 Corporate Family
Rating, B2-PD Probability of Default Rating, and B2 rating assigned
to its first-lien senior secured term loan maturing in 2022 are not
impacted by this transaction. Rating outlook is stable.
The following ratings/assessments are affected by the action:
Assignments:
Issuer: C.H.I. Overhead Doors, Inc.
Senior Secured First Lien Revolving Credit Facility, Assigned B2
(LGD3)
Withdrawals:
Issuer: C.H.I. Overhead Doors, Inc.
Senior Secured Bank Credit Facility (Local Currency), Withdrawn,
previously rated B2 (LGD3)
RATINGS RATIONALE
The B2 Corporate Family Rating remain appropriate due to its
leveraged debt capital structure, projected near 3.8x by year-end
2019; small size based on revenues; cyclicality for demand of
garage doors, essentially the company's sole product category; and,
potential of capital deployment for debt-financed acquisitions and
shareholder returns.
Providing offsets to CHI's leverage are very strong operating
margins; positive trends in US private construction; free cash flow
generation throughout the year; and, extended maturity profile with
no significant maturities until 2022 when its revolver credit
facility expires and its term loan matures, give CHI financial
flexibility to invest in potential growth opportunities.
B2 rating assigned to $40 million first-lien senior secured
revolving credit facility expiring in 2022 and $424 million
(originally $435 million) secured term loan maturing in 2022, same
rating as Corporate Family Rating, results from their collective
position as preponderance of debt in CHI's capital structure.
Revolver and term loan are pari passu to each other in a recovery
scenario. Each has a first-lien on substantially all assets. CHI's
material domestic subsidiaries provide upstream guarantees. Term
loan amortizes 1% per year with a bullet payment at maturity.
The principal methodology used in these ratings was Global
Manufacturing Companies published in June 2017.
COMPCARE MEDICAL: May Use Cash Collateral Through Dec. 31
---------------------------------------------------------
The Hon. Scott C. Clarkson of the U.S. Bankruptcy Court for the
Central District of California authorized CompCare Medical, Inc. to
use cash collateral from Sept. 30, 2018 through Dec. 31, 2018 or
plan confirmation, whichever comes first under the same terms and
conditions of the Order Authorizing Interim Use of Cash Collateral
entered on April 17, 2018 except as modified, if at all, by the
Final Order Authorizing Interim Use of Cash Collateral entered on
May 4, 2018.
A copy of the Order is available at
http://bankrupt.com/misc/cacb18-12748-135.pdf
About CompCare Medical
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. In the petition signed by Alphonso Benton, president,
the Debtor estimated assets at $100,001 to $500,000 and liabilities
at $500,001 to $1 million. Todd L. Turoci, Esq., and Julie
Philippi, Esq., at The Turoci Firm, in Riverside, California, serve
as the Debtor's counsel.
CRYSTAL ENTERPRISES: Seeks to Extend Scope of Somma's Services
--------------------------------------------------------------
Crystal Enterprises, Inc., asked the U.S. Bankruptcy Court for the
District of Maryland to authorize the Law Offices of Ralph A. Somma
to provide additional services.
In its supplemental application, Crystal Enterprises asked the
court to allow its special counsel to represent the company in a
potential proceeding involving a former employee who may have a
potential claim under the Fair Labor Standards Act and related New
York labor laws.
Somma has requested an initial retainer of $5,000 to contest the
claim. The hourly rate for Somma is $350, according to the court
filing.
About Crystal Enterprises
Crystal Enterprises, Inc., operates a food service company and is
located in Glenn Dale, Maryland.
Crystal Enterprises filed a Chapter 11 petition (Bankr. D. Md. Case
No. 16-22565) on Sept. 19, 2016. In the petition signed by Sandra
Thurman Custis, president, the Debtor disclosed total assets of
$114,844 and total liabilities of $3.36 million.
The case is assigned to Judge Wendelin I. Lipp.
Rowena Nicole Nelson, Esq., at the Law Office of Rowena N. Nelson,
LLC, serves as counsel to the Debtor.
No trustee, examiner or official committee has been appointed in
the case.
On Feb. 20, 2017, the Debtor filed a disclosure statement and
proposed Chapter 11 plan of reorganization. The plan proposes to
pay general unsecured creditors 13% of their claims.
DAN MAZZOLA: Taps R.D. Allison & Associates as Accountant
---------------------------------------------------------
Dan Mazzola, Inc. seeks approval from the U.S. Bankruptcy Court for
the Northern District of Ohio to hire R.D. Allison & Associates,
Inc., as its accountant.
The firm will assist the Debtor in the preparation of monthly
operating reports, financial statements, projections and tax
returns.
The firm will charge these hourly rates:
CPA/Partner $245
Accountant $160
Staff $130
Administrative Staff $120
Richard Allison, a principal of R.D. Allison, 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:
Richard D. Allison
R.D. Allison & Associates, Inc.
5190 Aultman Road
North Canton, OH 44720
Phone: +1 330-966-9990
About Dan Mazzola
Dan Mazzola, Inc., is an Ohio Corporation located in Stow, Ohio.
It operates the last independently owned and operated Rockne's
restaurant location.
Dan Mazzola filed a voluntary Chapter 11 petition (Bankr. N.D. Ohio
Case No. 18-52271) on Sept. 21, 2018. In the petition signed by
Daniel Mazzola, president, the Debtor estimated under $100,000 in
assets and liabilities under $1 million. Peter G. Tsarnas at
Goldman & Rosen, Ltd., serves as counsel to the Debtor.
ENLINK MIDSTREAM: S&P Affirms 'BB+' ICR, Outlook Stable
-------------------------------------------------------
S&P Global Ratings affirmed its 'BB+' issuer credit, with a stable
outlook, and senior unsecured debt ratings on EnLink Midstream
Partners L.P. (EnLink) The '3' recovery rating on the company's
debt is unchanged, indicating S&P's expectation of meaningful
(50%-70%; rounded estimate 65%) recovery in the event of a payment
default.
The affirmation follows ENLC's announcement that it will acquire
all of EnLink's outstanding common units that it does not already
own. The structural simplification is an equity-for-equity
transaction, which improves EnLink's cost of capital, eliminates
the incentive distribution rights (IDRs), strengthens its
distribution coverage ratio, and reduces cash leakage because the
company will be able to use internally generated funds to partially
fund its capital growth opportunities or reduce debt. S&P said, "We
expect the transaction to result in an adjusted debt-to-EBITDA
ratio in the 4.5x-4.75x range for 2019. We expect the transaction
to close in the first fiscal quarter of 2019. At transaction close,
we will continue to assess EnLink's credit quality as separate from
holding companies GIP Stetson I L.P. and GIP Stetson II L.P
(collectively GIP Stetson) because the surviving structure will
meet the attributes outlined in our "Master Limited Partnerships
And General Partnerships" criteria, published Sept. 22 2014(i.e.,
Global Infrastructure Partners Inc. (GIP) will continue to dictate
EnLink's governance)."
S&P said, "The stable rating outlook reflects our expectation that
the transaction improves EnLink's cost of capital and will result
in adjusted debt leverage improving to the 4.5x area over the next
24 months as the company's growth in the Permian basin and Oklahoma
will offset the loss of revenues in North Texas as its minimum
volume commitments expire.
"We could consider raising the ratings if EnLink is able to
maintain adjusted leverage of 4.5x or better while continuing to
grow its scale and footprint in the Permian basin and Oklahoma.
This could occur if the company issued a modest mix of equity to
fund its spending program.
"We could consider a negative ratings action if adjusted debt
leverage is sustained above 5x. This could occur if commodity
prices deteriorated to a level that resulted in declining volumes.
This could also occur if we consolidated EnLink with its holding
company, GIP Stetson which could occur if the company pursued
further structural changes that resulted in GIP Stetson no longer
dictating EnLink's governance or financial policy."
EVEREST HOLDINGS: Moody's Withdraws Caa2 CFR on Debt Payment
------------------------------------------------------------
Moody's Investors Service withdrew its ratings for Everest
Holdings, LLC, including the company's Caa2 Corporate Family Rating
and Caa1-PD Probability of Default Rating. The stable ratings
outlook has also been withdrawn.
The following ratings and rating outlook for Everest Holdings, LLC
were withdrawn:
Corporate Family Rating, Caa2
Probability of Default Rating, Caa1-PD
Outlook, Stable
RATINGS RATIONALE
On October 12, 2018, Everest Holdings, LLC refinanced its existing
rated debt obligations and all previously rated debt at the company
was repaid in full. As a result, Moody's has withdrawn all existing
ratings and the rating outlook for the company.
Everest Holdings, LLC, headquartered in Bellevue, Washington, is a
holding company with operations under the Eddie Bauer brand name.
Eddie Bauer operates 313 stores in the US, Canada, and Germany (as
well as a joint venture in Japan) and generated LTM revenue of
approximately $788 million through March 31, 2018. It also manages
a direct business and domestic and international licensing
partnerships. Everest Holdings, LLC is owned by Golden Gate
Capital.
FRANK THEATRES: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------------
No official committee of unsecured creditors has been appointed in
the Chapter 11 cases of Frank Entertainment Group, LLC, and its
affiliates as of Oct. 4, 2018, according to a court docket.
About Frank Investments
Each of Frank Investments, Frank Theatres and Frank Entertainment
is an affiliate of Rio Mall, LLC, which sought bankruptcy
protection (Bankr. S.D. Fla. Case No. 18-17840) on June 28, 2018.
Rio Mall, LLC owns and operates commercial real property that
comprises the shopping center known as Rio Mall located at 3801
Route 9 South, Rio Grande, New Jersey.
Frank Entertainment Companies, LLC, owns, operates, develops and
manages entertainment venues including nickelodeons, motion picture
theatres, arcades, restaurants, nightclubs, water parks, bowling
centers, game centers, skate parks, and other real estate
properties.
Frank Investments, based in Jupiter, Florida, and its
debtor-affiliates sought Chapter 11 protection (Bankr. S.D. Fla.
Lead Case No. 18-20019) on Aug. 17, 2018. The Hon. Erik P. Kimball
(18-20019), and Hon. Mindy A. Mora (18-20022 and 18-20023), preside
over the cases. In the petitions signed by Bruce Frank, president,
Frank Investments and Frank Entertainment estimated $10 million to
$50 million in assets and liabilities; Frank Theaters, $10 million
to $50 million in assets and $50 million to 100 million in
liabilities. Bradley S. Shraiberg, Esq., at Shraiberg Landau &
Page, P.A., serves as bankruptcy counsel.
FRASER'S BOILER: Taps Nathan as 'Future Liability' Expert
---------------------------------------------------------
Fraser's Boiler Service, Inc., seeks approval from the U.S.
Bankruptcy Court for the Western District of Washington to hire a
"future liability" expert.
The Debtor proposes to employ Nathan Associates Inc. to provide
consulting services with respect to the estimation of the number
and value of current and future asbestos-related claims; assist in
the preparation of testimony or reports; provide expert testimony
and other advisory services requested by the Debtor.
The hourly rate for Jessica Horewitz who will lead the engagement
for Nathan is $575.
Nathan's fees and expenses to analyze and estimate the number and
value of asbestos-related claims and to prepare a corresponding
expert report would likely amount to approximately $50,000.
Further expert work that may be required of the firm, including
responding to other expert reports and preparing to provide expert
testimony at depositions and hearings, would likely increase its
total fees to approximately $70,000 to $90,000, according to court
filings.
The firm is "disinterested" as defined in section 101(14) of the
Bankruptcy Code, according to court filings.
Nathan can be reached through:
Jessica Horewitz
Nathan Associates Inc.
1777 North Kent Street, Suite 1400
Arlington, VA 22209
Phone: 703-516-7700
Fax: 703-351-6162
About Fraser's Boiler Service
Headquartered in Olympia, Washington, Fraser's Boiler Service,
Inc., is a boiler, tank, and shipping container manufacturer.
Fraser's Boiler Service sought chapter 11 protection (Bankr. W.D.
Wash. Case No. 18-41245) on April 9, 2018. In the petition signed
by David J. Gordon, president, the Debtor estimated assets at $10
million to $50 million and liabilities at $50 million to $100
million.
Judge Brian D. Lynch presides over the case. The Debtor tapped
Darren R. Krattli, Esq., of Eisenhower Carlson PLLC, as its legal
counsel.
The Office of the U.S. Trustee appointed an official committee of
unsecured creditors on May 18, 2018.
FXI HOLDINGS: S&P Alters Outlook to Negative & Affirms 'B' ICR
--------------------------------------------------------------
S&P Global Ratings affirmed the 'B' issuer credit rating on FXI
Holdings Inc. and revised the outlook to negative from stable.
The 'B' issue-level rating on the company's senior secured notes is
unchanged. The recovery rating remains '3', indicating S&P's
expectation of meaningful (50%-70%; rounded estimated: 60%)
recovery in the event of a payment default.
S&P said, "The outlook revision reflects our view that although our
base case expects growth in FXI's home furnishing segment over the
next year, we believe there is increased risk from industry
disruption and slower-than-expected growth that could continue to
affect its performance. We expect the company's growth will be
driven mainly by direct to consumer (DTC) sales to leading market
players. However, we believe changing industry dynamics, such as
increased pressures from China and from retailers such as
Amazon.com Inc., and shifting dynamics after leading market player
Mattress Firm Holding Corp. filed for bankruptcy, have the
potential to hinder the company's growth potential. Additionally,
operating performance has been slightly weaker than we previously
anticipated. We assume the company will be able to address its
growth issues that have contributed to lower-than-expected earnings
and improve performance so that revenue growth is in the low- to
mid-single-digits range annually.
"The negative outlook on FXI Holdings Inc. reflects our expectation
that, although we expect the company will increase EBITDA over the
next year, it could face challenges in achieving projections due to
some industry disruption or slower-than-expected growth. Our base
case assumes the company will be able to effectively manage swings
in raw materials prices, navigate cyclical end markets, and
maintain financial policies consistent with the current ratings.
Our base case assumes U.S. GDP growth of about 2.3% in 2019 and
consumer consumption of about 2.4% over the same period.
"We expect the majority of revenue growth will come from the
company's home furnishing business, especially DTC sales. Over the
next 12 months, we expect credit metrics will remain stronger
relative to peers such as Polymer Additives Holdings. More
specifically, we expect debt to EBITDA to remain in the 6x-6.5x
range on a weighted-average basis, though we believe the ratio
could exceed this threshold for a brief period. We also believe
that FFO to debt will be between 8% and 9% on a pro forma basis. We
have not factored in any significant debt-funded acquisitions or
shareholder rewards in our base case.
"We could lower ratings on the company over the next 12 months if
we expected FFO to debt (pro forma for potential acquisitions) to
weaken or if we expected debt to EBITDA to be above 6.5x on a
sustained basis. This could occur if organic revenue growth stalled
or turned negative, or if margins declined by 100 basis points. Our
base case also assumes the company will grow through new and
existing customer partnerships and, if these do not progress as
expected, could result in a downgrade. Also potentially
contributing to a downside scenario would be an economic downturn
in any of the company's key end markets, especially the
transportation segment, which we already expect to be under
pressure over the next year.
"Given the high customer concentration, a downside scenario could
also transpire if there were significant changes in the businesses
of any of its key customers. Additionally, we could lower ratings
if we no longer expect that management would be committed to
maintain current leverage levels or if we expect the owners would
take any dividends. We could also lower ratings if we expected the
company would no longer maintain liquidity, such that we believed
sources of funds would not exceed uses by more than 1.2x or if we
thought the company would have pressure on its covenant.
"We could return the outlook back to stable if the company is able
to achieve weighted-average debt to EBITDA of below 6.5x on a
sustained basis and over the next 12 months. This could occur if
the company is able to successfully navigate the changing industry
conditions and grow EBITDA organically through its end markets,
especially home furnishings.
"Given the financial sponsor ownership and the current leverage
levels of the company at greater than 5x, we view an upgrade
unlikely over the next 12 months. We could, however, consider an
upgrade if the company reduces leverage using cash flows or equity
to pay down debt. In this situation, pro forma debt to EBITDA would
approach 4x on what we believed to be a sustained basis (based on
projected years). Equally as important for an upgrade, we would be
a strong financial policy commitment from management and from the
financial sponsor that would decrease leverage and act in a prudent
manner consistent with a higher rating."
GENON ENERGY: Nov. 1 REMA Debtors' Plan Confirmation Hearing
------------------------------------------------------------
The Hon. David R. Jones of the U.S. Bankruptcy Court for the
Southern District of Texas will hold a hearing on Nov. 1, 2018, at
1:30 p.m., prevailing Central Time, in Room 400, 515 Rusk Street,
Houston, Texas, to consider the adequacy of the disclosure
statement explaining the proposed joint prepackaged Chapter 11 plan
of reorganization dated Oct. 16, 2018, for GenOn Energy Inc. aka
RRI Energy Inc. and its debtor-affiliates filed by NRG REMA LLC and
certain of its affiliates ("REMA Debtors").
The plan and restructuring transactions contemplated thereunder
provide for the treatment of PTC holders as follows:
-- The REMA Debtors will pay to one or more newly created
entitles owned by PTY Holders to receive the PTC cash consideration
and the indenture estates or as otherwise determined by the
consenting PTC holders, in full and final satisfaction of any an
all claims that the Conemaugh Owner Lessor, the Keystone Owner
Lessor, Deutsche Bank Trust Company Americas in its capacity as the
lease indenture trustees and the Pass Through Trustee, and any PTC
holder may assert against the REMA Debtors, whether related to the
rejection of the Keystone and Conemaugh Operative Documents or
otherwise, cash in the amount of $77.5 million, which will exclude,
for the avoidance of doubt, the LC proceeds;
-- The REMA Debtors will transfer their 16.45% interest in the
Conemaugh Plant and 16.67% interest in the keystone plant to the
Key/Con Owner;
-- PTC Holders who do not object to the releases under the plan
will grant mutual third party releases as described in more detail
in Article IX of the plan;
-- All lessor notes and pass through certificates will be deemed
cancelled pursuant to the plan and any agreement, instrument, or
other document, including, all notes instruments, certificates and
other documents evidencing Key/Con rejection damages claims will be
determined and cancelled and the obligations of the Debtors
thereunder or any way related thereto will be deemed cancelled
satisfied in full and discharged; and
-- The Key/Con owner will receive beneficial ownership of the
Keystone Indenture Estate and Conemaugh Indenture Estate pursuant
to the confirmation order.
Objections, if any, to the plan or the disclosure statement must be
filed no later than 4:00 p.m., prevailing Central Time, on Oct. 29,
2018.
About GenOn Energy
GenOn Energy, Inc., is a wholesale power generation corporation
with 15,394 megawatts in generating capacity, operating operate 32
power plants in eight states. GenOn is subsidiary of NRG Energy
Inc., which is a competitive power company that produces, sells and
delivers energy and energy services, primarily in major competitive
power markets in the U.S.
GenOn is the product of two mergers since 2010. First, on Dec. 3,
2010, two wholesale power generation companies -- RRI Energy, a
company formerly known as Reliant Energy, and Mirant Corporation
-- completed an all-stock, tax-free merger with Mirant becoming
RRI's wholly-owned subsidiary. Following the merger, RRI took its
current name: GenOn.
NRG, through a wholly-owned subsidiary, and GenOn completed a
stock-for-stock merger in a $6 billion deal, with GenOn continuing
as the surviving company on December 14, 2012. NRG, as
consideration for acquiring GenOn's entire equity, issued 0.1216
shares of NRG common stock for each outstanding share of GenOn. In
structuring the merger, NRG "ring-fenced" GenOn's debt, leaving
GenOn's creditors without recourse against NRG's assets in the
event of GenOn's default.
GenOn Energy, Inc. ("GenOn"), GenOn Americas Generation, LLC
("GAG") and 60 of their directly and indirectly-owned subsidiaries
commenced the Chapter 11 cases in Houston (Bankr. S.D. Tex. Lead
Case No. 17-33695) on June 14, 2017, to implement a restructuring
plan negotiated with stakeholders prepetition.
As of March 31, 2017, GenOn Energy had $4.81 billion in total
assets, $4.51 billion in total liabilities and $304 million in
total stockholders' equity.
The Debtors' cases have been assigned to Judge David R. Jones.
Kirkland & Ellis LLP is the Debtors' bankruptcy counsel. Zack A.
Clement, PLLC, is the local counsel. Rothschild Inc. is the
financial advisor and investment banker. McKinsey Recovery &
Transformation Services U.S. is the restructuring advisor. Epiq
Systems, Inc., is the claims and noticing agent.
Credit Suisse Securities (USA) LLC serves as GenOn Energy's
financial advisor and investment banker.
Special Counsel to the GAG Steering Committee is Quinn Emanuel
Urquhart & Sullivan, LLP. The Steering Committee of GAG
Noteholders is comprised of Benefit Street Partners LLC, Brigade
Capital Management, LP, Franklin Mutual Advisers, LLC, and Solus
Alternative Asset Management LP, each on behalf of itself or
certain affiliates, and/or accounts managed and/or advised by it or
its affiliates.
Counsel to the GenOn Steering Committee and the GAG Steering
Committee are Keith H. Wofford, Esq., Stephen Moeller-Sally, Esq.,
and Marc B. Roitman, Esq., at Ropes & Gray LLP.
Counsel for NRG Energy, Inc., are C. Luckey McDowell, Esq., and Ian
E. Roberts, Esq., at Baker Botts L.L.P.
The Court on December 12, 2017, entered the Order Confirming the
Third Amended Joint Chapter 11 Plan of Reorganization of GenOn
Energy, Inc. and its Debtor Affiliates.
* * *
As reported by the Troubled Company Reporter on Apr. 16, 2018, the
Hon. David R. Jones of the U.S. Bankruptcy Court for the Southern
District of Texas, at the behest of GenOn Energy, Inc., and certain
of its debtor-affiliates, has extended the Debtors' exclusive
period to file a chapter 11 plan for each Debtor through and
including Dec. 14, 2018, as well as the their exclusive period to
solicit acceptances of a chapter 11 plan for each Debtor through
and including Feb. 14, 2019.
GEOKINETICS INC: Intercompany Claims to be Cancelled in Latest Plan
-------------------------------------------------------------------
Geokinetics Inc. and its affiliates filed with the U.S. Bankruptcy
Court for the Southern District of Texas their first amended joint
plan of liquidation dated Oct. 16, 2018.
Class 5 under the first amended joint plan consists of the
Intercompany Claims, which will be canceled and discharged, with
the holders of such Class 5 Intercompany Claims receiving no
distribution on account of such Intercompany Claims.
Class 6 consisting of Intercompany Interests will also be canceled
and discharged with the holders of such Class 6 Intercompany
Interests receiving no distribution on account of such Intercompany
Interests.
A copy of the First Amended Joint Liquidation Plan is available for
free at:
http://bankrupt.com/misc/txsb18-33410-443.pdf
About Geokinetiks Inc.
Geokinetics Inc. -- http://www.geokinetics.com/-- is an
independent land and seafloor geophysical company. Headquartered
in Houston, Texas, Geokinetics specializes in acquiring and
processing seismic data in challenging environments worldwide.
Geokinetics' Multi-Client team has developed more than 7,000
square
miles of 3D library data.
On June 25, 2018, Geokinetics Inc. and 8 affiliated debtors each
filed a voluntary petition for relief under Chapter 11 of the
United States Bankruptcy Code (Bankr. S.D. Tex. Lead Case No.
18-33410).
The cases are pending before the Honorable David R. Jones.
GOK estimated assets of $10 million to $50 million and liabilities
of $10 million to $50 million as of the bankruptcy filing.
The Debtors tapped Porter Hedges LLP as counsel; FTI Consulting,
Inc., as financial advisor; and Prime Clerk LLC as claims and
notice agent.
H.C. JEFFRIES TOWER: Unsecureds to Get Quarterly Payment of $64K
----------------------------------------------------------------
H.C. Jeffries Tower Company, Inc., filed with the U.S. Bankruptcy
Court for the Southern District of Texas a second amended plan of
reorganization dated Oct. 15, 2018.
The second amended plan modifies the treatment of Class 6 unsecured
creditors. Class 6 consists of the unsecured claims over $1,000.
These claims total approximately $1,278,569.25. These claims will
be paid 100% of their claims in equal quarterly installments over a
5 year period. The first payment will be made on the 15th day of
the third full month of the first full quarter following the
effective date of the plan. The anticipated quarterly installment
to these creditors is in the amount of $63,928.46.
A full-text copy of the Second Amended Plan is available for free
at:
http://bankrupt.com/misc/txsb17-35027-155.pdf
About H.C. Jeffries Tower Company
H.C. Jeffries Tower Company, Inc. -- http://www.hcjeffries.com/--
specializes in broadcast tower erection, fabrication,
manufacturing, maintenance, management, retrofitting, repair, and
can handle most any of tall tower needs. The H.C. Jeffries Tower
Company has been providing tower fabrication, erection and
maintenance for the tall tower TV, FM and other broadcast service
industries since 1979. Herbert C Jeffries owns 100% of Tower.
H.C. Jeffries Tower Company filed a Chapter 11 petition (Bankr.
S.D. Tex. Case No. 17-35027) on Aug. 21, 2017. The petition was
signed by Herbert C. Jeffries, president. The Debtor estimated $1
million to $10 million in assets and liabilities. The case is
assigned to Judge Karen K. Brown. The Debtor is represented by
Julie Mitchell Koenig, Esq., at Cooper & Scully, PC.
HOLBROOK/SEARIGHT: U.S. Trustee Unable to Appoint Committee
-----------------------------------------------------------
No official committee of unsecured creditors has been appointed in
the Chapter 11 case of Holbrook/Searight LLC as of Oct. 18, 2018,
according to a court docket.
About Holbrook/Searight
Holbrook/Searight LLC is a privately held company that was
incorporated on March 22, 2002, as a profit limited liability
company registered at 7125 224th St SW, Edmonds, Washington.
The Debtor filed for Chapter 11 bankruptcy protection (Bankr. W.D.
Wash. Case No. 18-13500) on Sept. 6, 2018, estimating its assets
and liabilities at between $1 million and $10 million each. The
petition was signed by Timothy R. Holbrook, managing member.
Judge Timothy W. Dore presides over the case.
Thomas D. Neeleman, Esq., at Neeleman Law Group, P.C., serves as
the Debtor's bankruptcy counsel.
INNOVATIVE WINDOW: U.S. Trustee Unable to Appoint Committee
-----------------------------------------------------------
No official committee of unsecured creditors has been appointed in
the Chapter 11 case of Innovative Window Concepts and Doors, Inc.,
as of Oct. 4, according to a court docket.
About Innovative Window Concepts
Innovative Window Concepts is a Florida-based company that
manufactures custom and standard aluminum windows and doors.
Innovative Window Concepts and Doors, Inc., filed a voluntary
petition under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.
Fla. Case No. 18-20251) on Aug. 23, 2018. In its petition, the
Debtor estimated $500,001 to $1 million in assets and $1 million to
$10 million in liabilities. The Hon. Erik P. Kimball presides over
the case. Brian K. McMahon, Esq., at Brian K. McMahon, P.A.,
serves as bankruptcy counsel.
JEFFERIES FINANCE: S&P Raises Senior Unsecured Debt Rating to B+
----------------------------------------------------------------
S&P Global Ratings said it raised its rating on Jefferies Finance
LLC's senior unsecured debt to 'B+' from 'B'. S&P also affirmed its
'B+' issuer credit and senior secured debt ratings on Jefferies
Finance LLC (JFIN). The outlook on the issuer credit rating remains
stable.
S&P said, "We raised the senior unsecured debt rating because the
level of priority senior secured debt is now expected to remain
less than 30% of adjusted assets, which excludes debt secured by
specific assets. This, coupled with our expectation that assets
available to unsecured debtholders after priority claims will be
sufficient to cover the amount of unsecured debt, leads us to
equalize the rating with the issuer credit and senior secured debt
ratings.
"The stable outlook reflects our expectation that leverage will be
around 4.5x with adequate on-balance-sheet liquidity and stable
funding for less liquid assets. We also expect that the firm's
origination commitment levels will often be in excess of its own
resources, but that it will be able to syndicate most of these
prior to funding. We expect JFIN's risk exposure and profitability
to continue to be driven by potentially volatile conditions in the
leveraged loan market, including potential losses on loans held for
sale if the market freezes up and credit spreads widen. We also
expect MassMutual and Jefferies to continue to support JFIN and
that the firm will remain at least moderately strategically
important to Jefferies."
S&P could lower the ratings over the next 12 months if:
-- Jefferies reduces its commitment to JFIN;
-- Debt to adjusted total equity leverage rises above 6.5x; or
-- The stable funding ratio falls below 1x and free cash falls
below $500 million, particularly if this is the result of an
inability to syndicate originated loans (S&P would view weakening
underwriting--particularly higher borrower leverage or a reduction
in available interest rate flex--as increasing this possibility).
S&P could raise the ratings over the next 12 months if:
-- Leverage remains below 4.5x on a sustained basis; or
-- JFIN commits to a lower-risk origination strategy, with
outstanding commitments kept more in line with available liquidity
resources.
Over the longer term, S&P could also upgrade if the firm
demonstrates lower-than-expected losses through the cycle.
JLM ENERGY: Taps Murray Tech Law as Special Counsel
---------------------------------------------------
JLM Energy, Inc., seeks approval from the U.S. Bankruptcy Court for
the Eastern District of California to hire Murray Tech Law as
special counsel.
The firm will advise the Debtor on issues related to intellectual
property and will assist in making domestic and international
filings to protect its intellectual property.
Kenneth Murray, Esq., the attorney who will be providing the
services, charges an hourly fee of $400. His firm received a
pre-bankruptcy retainer of $7,500.
Mr. Murray neither holds nor represents any interest adverse to the
Debtor's estate, according to court filings.
The firm can be reached through:
Kenneth Murray
Murray Tech Law
132 E. Street, Suite 310
Davis, CA 95616
Phone: (530) 564-4337
About JLM Energy Inc.
JLM Energy, Inc. -- https://jlmenergyinc.com – is an energy
technology company that created a fully-integrated software
platform and energy ecosystem that optimizes energy use and
maximizes savings for customers. The ecosystem includes the
market's only plug-and-play energy storage product, monitoring
devices, algorithms and load controllers that are all unified via a
single software platform.
JLM Energy sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. E.D. Cal. Case No. 18-25811) on Sept. 13, 2018. In
the petition signed by Kraig Clark, director, the Debtor disclosed
that it had estimated assets of less than $500,000 and liabilities
of $10 million to $50 million.
Judge Robert S. Bardwil presides over the case.
The Debtor tapped Stephen M. Reynolds, Esq., at Reynolds Law
Corporation, as its legal counsel.
KANTIS ENTERPRISES: U.S. Trustee Unable to Appoint Committee
------------------------------------------------------------
No official committee of unsecured creditors has been appointed in
the Chapter 11 cases of Kantis Enterprises, LLC, and Kantis
Universal, LLC, and as of Oct. 4, according to a court docket.
About Kantis Enterprises and
Kantis Universal
Kantis Enterprises, LLC, and Kantis Universal, LLC, are
privately-held limited liability companies in the office
administrative services industry. The companies are based in Palm
Beach, Florida.
Kantis Enterprises and Kantis Universal sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Lead Case No.
18-19896) on Aug. 15, 2018.
At the time of the filing, Kantis Enterprises estimated assets of
less than $100,000 and liabilities of $1 million to $10 million.
Kantis Universal disclosed $1 million in assets and liabilities.
Judge Mindy A. Mora presides over the cases.
Craig I. Kelley, Esq., at Kelley & Fulton, P.L., is the Debtors'
counsel.
No official committee of unsecured creditors has been appointed in
the Chapter 11 cases.
KENMETAL LLC: Taps Dauble & Associates as Accountant
----------------------------------------------------
Kenmetal, LLC, received approval from the U.S. Bankruptcy Court for
the Northern District of Georgia to hire Dauble & Associates, P.C.,
as its accountant.
The firm will assist the Debtor in preparing its tax returns;
perform bookkeeping functions necessary to prepare the returns; and
provide other accounting and consulting services requested by the
Debtor.
Mary Ann Dauble, a certified public accountant employed with Dauble
& Associates, disclosed in a court filing that the firm and its
members are "disinterested" as defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Mary Ann Dauble
Dauble & Associates, P.C.
555 Sun Valley Drive, Suite P1
Roswell, GA 30076
Phone: (770) 643-1320
About Kenmetal LLC
Kenmetal, LLC, operates a 50-bed skilled nursing facility known as
the Kenwood Manor located at 502 West Pine Avenue, Enid, Oklahoma.
Kenmetal sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. N.D. Ga. Case No. 18-65903) on Sept. 21, 2018. In the
petition signed by Christopher F. Brogdon, managing member, the
Debtor estimated assets and liabilities of less than $10 million.
The Debtor tapped Theodore N. Stapleton, Esq., of Theodore N.
Stapleton, P.C., as counsel.
KENMETAL LLC: Taps Synergy Healthcare as Financial Advisor
----------------------------------------------------------
Kenmetal, LLC, received approval from the U.S. Bankruptcy Court for
the Northern District of Georgia to hire Synergy Healthcare
Resources, LLC, as its financial advisor.
The services to be provided by the firm include the preparation of
Medicare and Medicare cost reports; billing and collections;
general accounting; cash management and forecasting; and consulting
services.
The fee will be 2% of net patient revenue of the Debtor. Net
patient revenue will be calculated as gross revenue less
contractual allowances. In the event any collection action is
required to collect unpaid balances due the firm, the Debtor will
reimburse the firm its costs of collection, including attorney's
fees.
DeDe Nichols, a member of Synergy, disclosed in a court filing that
the firm and its members are "disinterested" as defined in section
101(14) of the Bankruptcy Code.
Synergy can be reached through:
DeDe G. Nichols
Synergy Healthcare Resources, LLC
2550 No1thside Crossing
Macon, GA 31210
Phone: 478-200-0300
Email: info@synergyhcr.com
About Kenmetal LLC
Kenmetal, LLC, operates a 50-bed skilled nursing facility known as
the Kenwood Manor located at 502 West Pine Avenue, Enid, Oklahoma.
Kenmetal sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. N.D. Ga. Case No. 18-65903) on Sept. 21, 2018. In the
petition signed by Christopher F. Brogdon, managing member, the
Debtor estimated assets and liabilities of less than $10 million.
The Debtor tapped Theodore N. Stapleton, Esq., of Theodore N.
Stapleton, P.C., as counsel.
KENMETAL LLC: Taps Theodore N. Stapleton as Legal Counsel
---------------------------------------------------------
Kenmetal, LLC, received approval from the U.S. Bankruptcy Court for
the Northern District of Georgia to hire Theodore N. Stapleton P.C.
as its legal counsel.
The firm will advise the Debtor regarding matters of bankruptcy
law; investigate and evaluate potential claims of its estate; give
advice regarding any proposed bankruptcy plan or its alternatives;
and provide other legal services related to its Chapter 11 case.
The hourly rates range from $200 to $450 for attorneys and from $50
to $150 for paralegals and project assistants. Theodore Stapleton,
Esq., the attorney who will be handling the case, charges $450 per
hour.
The firm received a retainer in the sum of $5,000, plus the filing
fee of $1,717.
Mr. Stapleton 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.
The firm can be reached through:
Theodore N. Stapleton, Esq.
Theodore N. Stapleton P.C.
2802 Paces Ferry Road, Suite 100-B
Atlanta, GA 30339
Telephone: (770) 436-3334
E-mail: tstaple@tstaple.com
About Kenmetal LLC
Kenmetal, LLC, operates a 50-bed skilled nursing facility known as
the Kenwood Manor located at 502 West Pine Avenue, Enid, Oklahoma.
Kenmetal sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. N.D. Ga. Case No. 18-65903) on Sept. 21, 2018. In the
petition signed by Christopher F. Brogdon, managing member, the
Debtor estimated assets and liabilities of less than $10 million.
The Debtor tapped Theodore N. Stapleton, Esq., of Theodore N.
Stapleton, P.C., as counsel.
LD INTERMEDIATE: S&P Lowers ICR to 'CCC+', Outlook Negative
-----------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on McLean,
Va.-based LD Intermediate Holdings Inc. to 'CCC+' from 'B-'. The
outlook is negative.
S&P said, "At the same time, we lowered the issue-level rating on
the company's first-lien debt to 'B-' from 'B'. The recovery rating
remains '2', indicating our expectation of substantial recovery
(70%-90%; rounded estimate: 70%) in the event of a payment
default.
In addition, we lowered the issue-level rating on KLD's second-lien
debt to 'CCC-' from 'CCC'. The recovery rating remains '6',
indicating our expectation of negligible recovery (0%-10%; rounded
estimate: 5%) in the event of a payment default.
"The downgrade reflects KLD's weaker operating performance compared
to our previous forecast for the first half of fiscal 2018 and weak
total available liquidity position, which is below our previous $20
million downgrade threshold. Our rating reflects our expectation
that persistently negative cash flow generation, continued pressure
on profit margins, and limited revolver availability will weaken
the company's liquidity position and heighten the risk of a payment
default over the next 12 months. Furthermore, we believe the
company is dependent on favorable business and financial conditions
to meet its financial commitments beyond 12 months, potentially
rendering the capital structure unsustainable in the long term. In
2017 and 2018, the company received aggregate equity infusions of
$46 million from new and existing investors to support its
operating and investment needs. In our opinion, it demonstrates the
owner's commitment to the company and our rating reflects our
opinion that the owners will continue to contribute additional
capital to support the company.
"The negative outlook reflects our expectation we will lower the
rating if weaker-than-expected business performance causes the
company's liquidity to weaken and stay below $5 million, or if we
expect persistent negative free cash flow or interest coverage
below 1x, such that we believe a distressed debt exchange or
bankruptcy filing is likely within the next 12 months.
"We could lower the ratings if the company isn't able to secure
additional funding to support its liquidity needs, or we are
convinced the company will default within the next 12 months.
We could revise our outlook to stable or raise our rating if KLD
established several quarters of positive cash generation, and we
are more confident that operating performance and profit margins
will improve. In this scenario, we would forecast FOCF generation
to comfortably service the company's high $17 million annual
mandatory debt amortization needs."
LION SOLAR: Case Summary & 3 Unsecured Creditors
------------------------------------------------
Debtor: Lion Solar, LLC
11766 Wilshire Boulevard, Suite 260
Los Angeles, CA 90025
Business Description: Lion Solar, LLC is a privately held
solar energy company based in Los Angeles,
California.
Chapter 11 Petition Date: October 24, 2018
Court: United States Bankruptcy Court
Central District of California (Los Angeles)
Case No.: 18-22541
Debtor's Counsel: Michael H. Weiss, Esq.
WEISS & SPEES, LLP
6310 South San Vicente Blvd., Suite 401
Los Angeles, CA 90048
Tel: 424-245-3100
Fax: 424-245-3101
E-mail: mw@weissandspees.com
me@weissandspees.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Shahram Elyaszadeh, manager.
A copy of the Debtor's list of three unsecured creditors is
available for free at:
http://bankrupt.com/misc/cacb18-22541_creditors.pdf
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/cacb18-22541.pdf
MELINTA THERAPEUTICS: Appoints John Johnson as Interim CEO
----------------------------------------------------------
Melinta Therapeutics, Inc. has appointed John H. Johnson as interim
chief executive officer, effective immediately. Mr. Johnson, a
director of Melinta, succeeds Dan Wechsler, who is stepping down
from his role as president, CEO and director to pursue other
opportunities. The Board and Mr. Wechsler mutually agreed that now
is the right time to transition leadership of the Company.
"John is an accomplished biopharmaceutical industry leader with
more than 20 years of direct expertise in the antibiotics space,
and we are pleased that he is leading Melinta during this pivotal
time. Under John's leadership, we are confident that sales of
commercial products, Baxdela (delafloxacin), Vabomere (meropenem
and vaborbactam), Orbactiv (oritavancin), and Minocin (minocycline)
for Injection, will continue to accelerate, and that he will focus
on strengthening the financial position of Melinta by optimizing
the integrations of the infectious disease business of The
Medicines Company and Cempra," said Kevin Ferro, chairman of
Melinta Therapeutics.
"I am pleased to serve as interim CEO of Melinta and will continue
to work closely with the board of directors, executive management
and the broader team to further advance the Company's mission to
provide life-saving therapeutic solutions that address the evolving
global threat of bacterial infections and antibiotic resistance.
This is an exciting time for Melinta and I look forward to
contributing to the continued growth and future success of the
Company by delivering anti-infective solutions to patients," said
John H. Johnson, interim chief executive officer and director of
Melinta Therapeutics.
Mr. Ferro added, "On behalf of the board of directors, we would
like to thank Dan for his contributions to the Company and we wish
him well in his future endeavors."
In connection with Mr. Johnson's employment, the Company entered
into an employment agreement pursuant to which Mr. Johnson is
entitled to a monthly salary of $78,650. The employment agreement
has a six-month term, which automatically renews for successive
one-month terms unless either party notifies the other, at least 30
days prior to the end of the initial term or 15 days prior to any
subsequent one-month term, of its or his decision not to renew the
employment agreement.
John H. Johnson has more than 30 years of biopharmaceutical
industry, executive leadership and commercial experience at leading
global organizations, including Johnson & Johnson, Eli Lilly &
Company, ImClone and Pfizer, Inc. In addition to Melinta, Mr.
Johnson currently serves on the boards of Aveo Oncology,
Histogenics Corporation, Portola Pharmaceuticals, Inc., and is
chairman of Strongbridge Biopharma plc. Mr. Johnson previously
served as a director at Cempra and Sucampo. He also previously
served as president and chief executive officer of Dendreon
Corporation from February 2012, became chairman in July 2013, and
served as chairman until June 2014 and president and chief
executive officer until August 2014. Prior to this role, Mr.
Johnson served as president of Eli Lilly & Company's Global
Oncology Unit following the company's 2008 acquisition of ImClone
Systems Incorporated, where he served as chief executive officer
and on ImClone's board. Prior to ImClone, Mr. Johnson served as
the company group chairman of biopharmaceuticals within Johnson &
Johnson, where he was responsible for biotechnology, immunology and
oncology commercial business units. Prior to that role, he held
several executive positions at Johnson & Johnson, Parkstone Medical
Information Systems, Inc., Ortho-McNeil Pharmaceutical Corporation
and Pfizer Inc. While at Ortho-McNeil, Mr. Johnson was responsible
for the company's anti-infectives portfolio. During his career, Mr.
Johnson also served as a member of the board of directors of
Pharmaceutical Research and Manufacturers of America (PhRMA), the
Health Section Governing Board of Biotechnology Industry
Organizations (BIO), and BioNJ.
About Melinta Therapeutics
New Haven, Connecticut-based Melinta Therapeutics, Inc. --
http://www.melinta.com/-- is a commercial-stage pharmaceutical
company focused on discovering, developing and commercializing
differentiated anti-infectives for the hospital and select
non-hospital, or community, settings that address the need for
effective treatments for infections due to resistant gram-negative
and gram-positive bacteria. The Company currently market four
antibiotics to treat a variety of infections caused by these
resistant bacteria.
Deloitte & Touche LLP, in Chicago, Illinois, the Company's auditor
since 2014, issued a "going concern" opinion in its report on the
consolidated financial statements for the year ended Dec. 31, 2017,
stating that the Company's recurring losses from operations and its
need to obtain additional capital raise substantial doubt about its
ability to continue as a going concern.
Melinta reported a net loss available to common shareholders of
$78.17 million in 2017, a net loss available to common shareholders
of $95.04 million in 2016, and a net loss available to common
shareholders of $94.92 million in 2015. As of June 30, 2018,
Melinta had $514.6 million in total assets, $253.7 million in total
liabilities and $260.97 million in total shareholders' equity.
MERCER INT'L: Moody's Hikes CFR to Ba2, Outlook Stable
------------------------------------------------------
Moody's Investors Service upgraded Mercer International Inc.'s
Corporate Family rating to Ba2 from Ba3, Probability of Default
Rating to Ba2-PD from Ba3-PD and the company's senior unsecured
notes to Ba3 from B1. The speculative grade liquidity rating is
affirmed at SGL-1 and the rating outlook remains stable.
"Mercer's ratings upgrade is based on our expectation that leverage
will be maintained at or below 2.5x over the next 12 to 18 months
following the anticipated close of the Daishowa-Marubeni
International Ltd. (DMI) acquisition by year-end and the
expectation that pulp prices will likely decline from current
higher-than-normal prices", said Ed Sustar, Senior Vice President
with Moody's.
Upgrades:
Issuer: Mercer International Inc.
Probability of Default Rating, Upgraded to Ba2-PD from Ba3-PD
Corporate Family Rating, Upgraded to Ba2 from Ba3
Senior Unsecured Regular Bond/Debenture, Upgraded to Ba3 (LGD4)
from B1 (LGD4)
Outlook Actions:
Issuer: Mercer International Inc.
Outlook, Remains Stable
Affirmations:
Issuer: Mercer International Inc.
Speculative Grade Liquidity Rating, Affirmed SGL-1
RATINGS RATIONALE
Mercer (Ba2 stable CFR) benefits from: (1) its leading global
market position in northern bleached softwood kraft (NBSK) pulp;
(2) the stability provided by material energy and chemical
earnings; (3) the operational flexibility provided through two pulp
mills which produce surplus energy and a saw mill in Germany, one
pulp mill with surplus energy in Canada, and following the close of
DMI, one additional pulp mill and a 50% interest in another pulp
mill (with surplus energy) in Canada; (4) expected leverage
maintained at or below 2.5x over the next 12 to 18 months; and (5)
strong liquidity supported by the company's sources exceeding $500
million with no near term debt maturities.
However, the company is constrained by: (1) the volatile demand and
pricing for market pulp; (2) the integration risk of the recently
announced DMI acquisition; (3) its expectation that Mercer will
continue to focus on acquisition and expansion opportunities; and
4) fluctuating operating margins due in part to the volatile nature
of the fragmented pulp industry and foreign exchange movement with
pulp sales denominated in US$ and assets located in Canada and
Germany.
Mercer announced plans to acquire Daishowa-Marubeni International
Ltd. (DMI), a Canadian NBSK and northern bleached hardwood kraft
(NBHK) pulp producer, for about $359 million. The transaction is
credit positive for Mercer because it will significantly expand its
operational platform and broaden its product offering. Although the
acquisition will modestly increase Mercer's proforma June 2018
leverage to 2.6x from 2.4x, it also will generate significant free
cash flow and cost synergies, which will allow Mercer to quickly
reduce its leverage after the deal closes.
The Ba3 rating on the company's $650 million senior unsecured
notes, one notch below the Ba2 CFR, reflects structural
subordination to the unrated secured asset-backed credit facilities
and other indebtedness and liabilities of the operating
subsidiaries. The company's senior unsecured notes do not benefit
from operating subsidiary guarantees.
Mercer's has strong liquidity (SGL-1), supported by about $650
million of sources (as of 30 June 2018) and no debt maturities
until 2020. The company had $269 million in cash at 30 June 2018,
about $150 million of availability under four credit facilities
totaling about $228 million (maturing between 2019 and 2023) and
Moody's expects approximately $230 million of free cash flow over
the next four quarters. Moody's expects the company will remain
well within its covenants. Most of the company's fixed assets are
unencumbered, which might provide alternate liquidity.
The stable rating outlook reflects its expectation that Mercer will
be able to maintain good operating performance and liquidity over
the next 12-18 months through volatile industry conditions. Moody's
expects that NBSK prices will decline over the next 12-18 months
from current higher-than-normal levels as demand declines from a
softening economy and escalating trade tensions.
Factors that Could Lead to an Upgrade
-- Increased diversification away from the cyclical market pulp
sector (pulp currently represents about two-thirds of EBITDA)
-- Sustaining mid-cycle adjusted debt/EBITDA below 2.5x (2.8x
5-year average as of June 2018)
-- The company maintains strong liquidity and conservative
financial policies.
Factors that Could Lead to a Downgrade
-- Significant deterioration in the company's liquidity and
operating performance
-- Changes in financial management policies that would materially
pressure the company's balance sheet
-- Mid-cycle adjusted debt/EBITDA that is expected to exceed 3.5x
(2.8x 5-year average as of June 2018)
The principal methodology used in these ratings was Paper and
Forest Products Industry published in October 2018.
Incorporated in the State of Washington and headquartered in
Vancouver, British Columbia, Mercer International Inc. is a leading
producer of NBSK pulp, green energy and lumber through two pulp
mills and a saw mill in Germany and one pulp mill in British
Columbia.
MJJW PORTFOLIO: Ordered to File Plan and Disclosures Before Jan. 3
------------------------------------------------------------------
Bankruptcy Judge Caryl E. Delano orders MJJW Portfolio, Inc. to
file a Plan and Disclosure Statement on or before Jan. 3, 2019.
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 MJJW Portfolio Inc.
MJJW Portfolio, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-07533). The Debtor
tapped Miriam L. Sumpter-Richard, Esq., at Fresh Start Law Firm,
P.A., as its bankruptcy counsel.
NATIVE SON: U.S. Trustee Unable to Appoint Committee
----------------------------------------------------
No official committee of unsecured creditors has been appointed in
the Chapter 11 case of Native Son Landscaping, LLC as of Oct. 24,
according to a court docket.
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 Sept.
20, 2018. At the time of the filing, the Debtor estimated assets
of less than $500,000 and liabilities of less than $500,000. The
Debtor tapped Melody Genson, Esq., as its bankruptcy attorney.
NRG REMA: Taps Akin Gump as Special Counsel
-------------------------------------------
NRG REMA LLC and its affiliates seek approval from the U.S.
Bankruptcy Court for the Southern District of Texas to hire Akin
Gump Strauss Hauer & Feld LLP.
The firm will serve as special counsel to the governance committee
of NRG REMA's board of managers in connection with the Chapter 11
cases filed by NRG REMA and its affiliates, GenOn Northeast
Management Company, GenOn REMA Services Inc., and NRG Clearfield
Pipeline Company LLC.
The firm's hourly rates range from $910 to $1,695 for partners,
$645 to $1,325 for counsel, $520 to $915 for associates, and $205
to $410 for paraprofessionals.
The attorneys expected to have primary responsibility for providing
services to the governance committee are:
Michael Stamer $1,475
Abid Qureshi $1,375
Meredith Lahaie $1,180
Gary Ritacco $885
Anthony Loring $710
Akin Gump does not represent any interest adverse to the governance
committee or the Debtors' estates, according to court filings.
In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Akin
Gump disclosed that it has not agreed to a variation of its
standard or customary billing arrangements, and that no
professional of the firm has varied his rate based on the
geographic location of the Debtors' cases.
Akin Gump represented the governance committee prior to the
Debtors' bankruptcy filing. Except for the annual adjustment to
the firm's billing rates on January 1, 2018, the firm's billing
rates did not otherwise change over the course of its employment by
the governance committee. This annual increase is in accordance
with Akin Gump's ordinary practice, according to court filings.
Akin Gump expects to develop a prospective budget and staffing plan
to comply with the U.S. trustee's request for information and
additional disclosures, according to court filings.
The firm can be reached through:
Michael S. Stamer, Esq.
Akin Gump Strauss Hauer & Feld LLP
One Bryant Park
Bank of America Tower
New York, NY 10036-6745
Tel: +1 212.872.1000 / +1 212.872.1025
Fax: +1 212.872.1002
Email: mstamer@akingump.com
Email: newyorkinfo@akingump.com
About REMA Debtors
NRG REMA LLC is a power company with a focus on wholesale power
generation activities in the Mid-Atlantic region of the United
States. REMA maintains approximately 15 power generation assets
and conducts operations in Pennsylvania and New Jersey. Like
GenOn, REMA trades energy, capacity, and related products, and
transacts and trades fuel and transportation services to support
and
supplement their wholesale power generation activities.
The parent of REMA is GenOn Energy, Inc., a wholesale power
generation corporation with 15,394 megawatts in generating
capacity, operating operate 32 power plants in eight states. GenOn
is subsidiary of NRG Energy Inc., which is a competitive power
company that produces, sells and delivers energy and energy
services, primarily in major competitive power markets in the U.S.
GenOn Energy, Inc. ("GenOn"), GenOn Americas Generation, LLC
("GAG") and 60 of their directly and indirectly-owned subsidiaries
commenced the Chapter 11 cases in Houston (Bankr. S.D. Tex. Lead
Case No. 17-33695) on June 14, 2017, to implement a restructuring
plan negotiated with stakeholders prepetition.
Affiliates of GenOn Energy, Inc., namely, NRG REMA LLC, GenOn REMA
Services, Inc., GenOn Northeast Management Company, and NRG
Clearfield Pipeline Company LLC commenced Chapter 11 cases (Bankr.
S.D. Tex. Case Nos. 18-35808 to 18-35811) immediately after
soliciting votes on a prepackaged Chapter 11 plan of
reorganization.
Affiliates of GenOn Energy, Inc., namely, NRG REMA LLC, GenOn REMA
Services, Inc., GenOn Northeast Management Company, and NRG
Clearfield Pipeline Company LLC commenced Chapter 11 cases (Bankr.
S.D. Tex. Case Nos. 18-35808 to 18-35811) immediately after
soliciting votes on a prepackaged Chapter 11 plan of
reorganization.
The Hon. David R. Jones is the case judge.
The REMA Debtors tapped ZACK A. CLEMENT PLLC and KIRKLAND & ELLIS
LLP as counsel; ROTHSCHILD INC. as investment banker; ALVAREZ &
MARSAL NORTH AMERICA, LLC as restructuring advisor; and EPIQ
BANKRUPTCY SOLUTIONS, LLC, as claims and balloting agent.
Counsel to the Governance Committee of the Board of Directors is
AKIN GUMP STRAUSS HAUER & FELD LLP
Counsel to the Consenting PTC Holders is PAUL, WEISS, RIFKIND,
GARRISON & WHARTON LLP.
Counsel to the Lease Indenture Trustees and Pass Through Trustee
is HOGAN LOVELLS US LLP.
OCEAN SERVICES: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------------
No official committee of unsecured creditors has been appointed in
the Chapter 11 case of Ocean Services and its affiliates as of Oct.
9, 2018, according to a court docket.
About Ocean Services
Based in Seattle, Washington, Ocean Services and its subsidiaries
-- https://www.stabbertmaritime.com/ -- are a marine operations
group with over three decades of experience working with offshore
petrochemical companies, the US Government, fisheries, and
submarine telecommunications cable survey and installations
operators in the waters off the US East Coast, South America, Gulf
of Mexico and the Caribbean, the Aleutians, Arctic and Antarctic,
the Bering Sea and across the Pacific Ocean. The Stabbert Maritime
group of companies offers a comprehensive package of services to
the subsea construction and offshore science sector as well as
shipyard and mobile vessel repair. Ocean Services provides support
vessels to science and survey sectors for clients including NOAA,
US Navy, Johns Hopkins University, FUGRO, CP+ and Shell, providing
fisheries research, geotechnical/physical, oceanographic, survey
and testing services. Stabbert Maritime, through subsidiary Ocean
Sub Sea Services (OS/3), provides dive and construction support
vessels to oil and gas clients in Gulf of Mexico, Mexico, Brazil,
California, and the Arctic.
Seven of the Stabbert Maritime Group companies, led by Ocean
Services, LLC, filed Chapter 11 cases (Bankr. W.D. Wash. Lead Case
No. 18-13512) on Sept. 7, 2018, and those cases have been
administratively consolidated. The cases are assigned to Hon.
Timothy W. Dore. The petitions were signed by Lindsay A. Sckorohod,
manager Thetis, LLC, manager Stabbert Mar. Hdgs. LLC, sole member.
Bush Kornfeld LLP, serves as the Debtors' counsel.
At the time of filing, the Debtors disclosed assets and liabilities
as follows:
Total Total
Assets Liabilities
---------- -----------
Ocean Services, LLC $2,037,223 $45,753,398
Ocean Carrier Holding, LLC $1,259 $44,836,444
Ocean Carrier Holding S. de R.L. $16,492,038 $41,790,361
ONE HIT WONDER: Has Until Dec. 14 to Exclusively File Plan
----------------------------------------------------------
The Hon. August B. Landis of the U.S. Bankruptcy Court for the
District of Nevada, at the behest of One Hit Wonder Holdings, LLC,
has extended the Debtor's exclusive period to file a plan for
approximately 90 days to and including Dec. 14, 2018 and the
Debtor's exclusive period to obtain acceptances of the plan is also
extended for a 90 day period.
Troubled Company Reporter has previously reported that the Debtor
asked for exclusivity extension asserting that good cause exists to
extend its Plan Exclusivity Period because, among other reasons,
(1) the Debtor's Affiliates are going to include Debtor in their
Plan and the Affiliates have just settled litigation with their
major creditor; (2) the Affiliates have received an extension of
time to file the Plan, which is being drafted currently; (3) this
is the Debtor's initial request for extension of the exclusivity
period; and (4) the Debtor is current on all material reporting
requirements under the Bankruptcy Code, Bankruptcy Rules and
Guidelines of the OUST.
The Debtor is an affiliate of Steam Distribution, LLC (Case No.
18-11598-abl); HAVZ, LLC (Case No. 18-11599-abl) and One Hit
Wonder, Inc (Case No. 18-11600-abl). The Debtor and the Affiliates
operate a single joint enterprise in the business of manufacture,
distribution, wholesale, and retail sale of vape juice for
electronic cigarettes, also known as e-cigarettes or e-cigs.
On August 1, 2018, the Court entered an order granting Affiliates
an extension of their exclusive period to file a plan to October
22, 2018, and an extension of their exclusive period to solicit
acceptance of a plan to December 21, 2018.
The Debtor and Affiliates intended to file their plan of
reorganization and disclosure statement at the same time. The
Affiliates intended to include Debtor in their Plan and Disclosure
Statement. Therefore, Debtor seeks an extension to track the
extension received by the Affiliates.
Affiliates recently settled litigation with their largest creditor.
The Debtor has almost no creditors. The Debtor's three general
unsecured creditors are Josh Ostrovsky (litigation claim), Baker
Hostetler LLP and HAVZ, LLC, one of the Affiliates.
About One Hit Wonder Holdings
One Hit Wonder Holdings, LLC, filed a Chapter 11 bankruptcy
petition (Bankr. D. Nev. Case No. 18-12920) on May 18, 2018. In
the petition signed by Robert Hackett, managing member, the Debtor
estimated less than $50,000 in assets and less than $1 million in
debts. Dawn M. Cica, Esq, at Mushkin Cica Coppedge, serves as
counsel to the Debtor.
The Debtor is an affiliate of Steam Distribution, LLC (Bankr. D.
Nev. Case No. 18-11598-abl); HAVZ, LLC (Bankr. D. Nev. Case No.
18-11599-abl) and One Hit Wonder, Inc (Bankr. D. Nev. Case No.
18-11600-abl). On April 9, 2018, the Court entered an order
jointly administering the Affiliates' three cases, with Steam
Distribution, LLC's case as the lead case. The Affiliates are
represented by Levene, Neale, Bender, Yoo and Brill, L.L.P. and
Clark Hill, PLLC.
PJLRES7920 LLC: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------------
No official committee of unsecured creditors has been appointed in
the Chapter 11 case of PJLRES7920, LLC, as of Oct. 4, 2016,
according to a court docket.
About PJLRES7920 LLC
PJLRES7920, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Ariz. Case No. 18-11505) on Sept. 20,
2018. In the petition signed by its member, Patrick J. Logue, the
Debtor estimated assets and liabilities of less than $500,000 each.
Michael G. Tafoya, Esq., serves as Debtor's bankruptcy counsel.
PRIME SOURCE ACCESSORIES: U.S. Trustee Unable to Appoint Committee
------------------------------------------------------------------
No official committee of unsecured creditors has been appointed in
the Chapter 11 case of Prime Source Accessories, Inc., as of Oct.
4, according to a court docket.
About Prime Source Accessories
Prime Source Accessories, Inc., with headquarters in south Florida
and full service sourcing offices in Hong Kong & Shenzhen, China,
is a design and manufacturing and sourcing firm targeting the teen,
collegiate and adult segments of the retail industry. Prime Source
is a privately held company founded in 1997.
Prime Source Accessories filed a voluntary petition under Chapter
11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-20158)
on Aug. 21, 2018. In the petition signed by Jamie Chauss,
president, the Debtor disclosed $394,163 in assets and $1,011,261
in liabilities. The case is assigned to the Hon. Erik P. Kimball.
Craig I. Kelley, Esq., at Kelley & Fulton, PL, is the Debtor's
counsel.
RELAY SHOE: Plan Discloses Agreement on Allocation of Sale Proceeds
-------------------------------------------------------------------
The Rockport Company, LLC (now known as The Relay Shoe Company,
LLC) filed a combined disclosure statement and chapter 11 plan of
liquidation dated Oct. 16, 2018.
This latest filing discloses that the Debtors, the Information
Officer and the Prepetition Noteholders have reached an agreement
regarding an appropriate allocation of the remaining Sale Proceeds
of the Debtor's assets as between the U.S. Debtors and Rockport
Canada. This agreement is the product of numerous settlement
discussions between the parties and their respective advisors.
During these discussions, the parties exchanged detailed
information regarding the value of Rockport Canada's assets,
potential claims against Rockport Canada and projected recoveries
for the Holders of Allowed Rockport Canada General Unsecured Claims
(and the U.S. Debtors on account of their intercompany claims
against Rockport Canada). The Debtors, the Information Officer and
the Prepetition Noteholders ultimately arrived at an agreed
allocation of the Sale Proceeds as between the U.S. Debtors and
Rockport Canada that the Debtors believe is fair, reasonable and in
the best interests of the Debtors’ estates. The Information
Officer has agreed that, as a result of this settlement, it (i) has
no objection to, and fully supports confirmation of the Plan and
(ii) will recommend to the Canadian Court that the Confirmation
Order (approving this Plan and the settlement) be recognized in the
Canadian Proceeding.
The Plan will constitute a motion by the Debtors, pursuant to
Section 105(a) of the Bankruptcy Code and Bankruptcy Rule 9019, to
approve the agreement amongst the Debtors, the Information Officer
and the Prepetition Noteholders as to an appropriate allocation of
the Sale Proceeds as between the U.S. Debtors and Rockport Canada.
The proposed allocation of Sale Proceeds will result in a
settlement amount of $6,007,000 in Sale Proceeds being allocated to
Rockport Canada, which will constitute the Rockport Canada Cash
under the terms of the Plan and be used to fund the Rockport Canada
Fund.
The proposed settlement represents a final settlement as to the
allocation of the Sale Proceeds, and the Debtors, the Information
Officer and the Prepetition Noteholders have agreed that there will
be no reconsideration of or adjustments to the Rockport Canada
Allocation Amount. The Rockport Canada Allocation Amount will be
used to fund the Rockport Canada Fund and to pay all administrative
and priority claims against Rockport Canada, and thereafter to
provide a distribution to the Holders of Allowed Rockport Canada
General Unsecured Claims. The balance of the Sale Proceeds will be
retained by the U.S. Debtors and distributed to creditors of the
U.S. Debtors in accordance with the Plan. As part of the overall
settlement, Rockport will waive its right to any distributions on
account of its Allowed Intercompany Claim against Rockport Canada.
Accordingly, the only circumstance under which any portion of the
Rockport Canada Allocation Amount would be returned to the U.S.
Debtors would be in the event that the Holders of Rockport Canada
General Unsecured Claims are paid in full and there is a
distribution to Rockport on account of its Equity Interest in
Rockport Canada.
Each Holder of an Allowed Other General Unsecured Claim against a
U.S. Debtor will receive a beneficial interest in the Liquidating
Trust, which beneficial interest shall entitle such Holder of an
Allowed Other General Unsecured Claim to its pro rata share of all
Liquidating Trust Assets. Anticipated recovery for these creditors
is 0-2% instead of the 0-8% proposed in the previous plan.
A copy of the Latest Combined Disclosure Statement and Liquidation
Plan is available at:
http://bankrupt.com/misc/deb18-11145-554.pdf
About The Rockport Company
The Rockport Company, LLC, and its subsidiaries are global
designers, distributors, and retailers of comfort footwear in more
than 50 markets worldwide.
The Rockport Company, et al., sought Chapter 11 bankruptcy
protection (Bankr. D. Del. Case No. 18-11145) on May 14, 2018,
estimating under $100 million to $500 million in assets and
liabilities.
The Chapter 11 petitions were signed by Paul Kosturos, the
Debtors'
interim chief financial officer.
Debtor Rockport Canada ULC is the operating entity for the
Debtors'
business in Canada. Rockport Canada is a wholly-owned subsidiary
of Rockport, and all material decisions regarding Rockport Canada
and its operations are made by Rockport personnel in the United
States. Accordingly, the center of main interests for Rockport
Canada is located in the United States. On May 16, 2018, the
Debtors commenced an ancillary proceeding under Part IV of the
Companies' Creditors Arrangement Act (Canada) in Toronto, Ontario,
Canada before the Ontario Superior Court of Justice (Commercial
List).
The Debtor's counsel are Mark D. Collins, Esq., Michael J.
Merchant, Esq., Amanda R. Steele, Esq., Brendan J. Schlauch, Esq.,
and Megan E. Kenney, Esq., at Richards, Layton & Finger, P.A. The
Debtors' Canadian bankruptcy counsel is Borden Ladner Gervais LLP;
their investment banker is Houlihan Lokey Capital, Inc.; and their
restructuring and interim management advisor is Alvarez & Marsal
North America LLC. Prime Clerk serves as the Debtors' claims,
noticing agent and administrative advisor. Deloitte Tax LLP, as
tax service provider.
Counsel to the Prepetition Noteholders and DIP Note Purchasers are
My Chi To, Esq., and Daniel E. Stroik, Esq., at Debevoise &
Plimpton LLP; Bradford J. Sandler, Esq., and James E. O'Neill,
Esq., at Pachulski Stang Ziehl & Jones LLP.
Counsel to the Collateral Agent and DIP Notes Agent are Joshua
Spencer, Esq., at Holland & Knight LLP; and Bradford J. Sandler,
Esq., and James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones
LLP.
Counsel to the ABL Administrative Agent and DIP ABL Agent are
Donald E. Rothman, Esq., Lon M. Singer, Esq., Jaime Rachel Koff,
Esq., and Jeremy Levesque, Esq., at Riemer Braunstein LLP; and
Gregory A. Taylor, Esq., at Ashby & Geddes, P.A.
Counsel to CB Marathon Opco, LLC, an affiliate of Charlesbank
Equity Fund IX, Limited Partnership, the Stalking Horse Bidder,
are
Jon Herzog, Esq., Joseph F. Bernardi, Jr., Esq., and William
Weintraub, Esq., at Goodwin Procter LLP; and David Fournier, Esq.,
and Evelyn Meltzer, Esq., at Pepper Hamilton LLP.
The U.S. Trustee for Region 3 on May 23, 2018, appointed three
creditors to serve on the official committee of unsecured
creditors
in the Chapter 11 case of The Rockport Company LLC. The Committee
taps Jay R. Indyke, Esq., Robert Winning, Esq., Sarah A. Carnes,
Esq., and Lauren A. Reichardt, Esq., at Cooley LLP, in New York;
and Christopher M. Samis, Esq., L. Katherine Good, Esq., and Aaron
H. Stulman, Esq., at Whiteford, Taylor & Preston LLC, in
Wilmington, Delaware.
RESTLAND MEMORIAL: Case Summary & 9 Unsecured Creditors
-------------------------------------------------------
Debtor: Restland Memorial Parks, Inc.
990 Patton Street Ext.
Monroeville, PA 15146-4535
Business Description: Restland Memorial Parks, Inc.
offers cemetery pre-need programs.
Chapter 11 Petition Date: October 24, 2018
Court: United States Bankruptcy Court
Western District of Pennsylvania (Pittsburgh)
Case No.: 18-24151
Debtor's Counsel: Donald R. Calaiaro, Esq.
CALAIARO VALENCIK
428 Forbes Ave., Suite 900
Pittsburgh, PA 15219
Tel: 412-232-0930
Fax: 412-232-3858
E-mail: dcalaiaro@c-vlaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $500,000 to $1 million
The petition was signed by Mark Lehnert, president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's nine unsecured creditors is available for free
at:
http://bankrupt.com/misc/pawb18-24151.pdf
ROCK CABIN: U.S. Trustee Unable to Appoint Committee
----------------------------------------------------
No official committee of unsecured creditors has been appointed in
the Chapter 11 case of Rock Cabin Mining, LLC, as of Oct. 4, 2018,
according to a court docket.
Headquartered in Scottsdale, Arizona, Rock Cabin Mining, LLC, filed
for Chapter 11 bankruptcy protection (Bankr. D. Ariz. Case No.
18-10560) on Aug. 30, 2018, estimating its assets and liabilities
at between $100,001 and $500,000 each. Harold Campbell, Esq., at
Campbell & Coombs, P.C., serves as the Debtor's bankruptcy counsel.
ROYAL AUTOMOTIVE: Files Chapter 11 Plan of Liquidation
------------------------------------------------------
Royal Automotive Company and Royal Real Estate, LLC, filed a
disclosure statement accompanying its joint chapter 11 plan of
liquidation.
The Debtors sold their Subaru-franchised automobile dealership and
related assets and properties to Dutch Miller Subaru, Inc. shortly
after the commencement of their bankruptcy cases, and all of the
Debtors' other properties and assets have been or soon will be
fully liquidated. In connection with the Dutch Miller sale, the
Debtors began making distributions of the cash proceeds of assets
to certain secured and priority creditors in connection with the
sale.
In addition, the Debtors have initiated the procedures necessary to
terminate Royal Automotive's Employee Retirement Plan. Given the
underfunded status of the Retirement Plan, the Debtors will be
required to contribute roughly $2 million to the Retirement Plan.
The termination of the Retirement Plan, if successful, would
eliminate at least $2.8 million in secured claims against the
Debtors and free up funds to allow the Debtors to seek to confirm
and consummate their proposed Plan.
The plan contemplates the final distributions of the remaining
proceeds beginning immediately after the Bankruptcy Court approves
the plan.
Because the Debtors' cash proceeds are not likely to pay all
secured and priority creditors in full, general unsecured creditors
are not likely to receive any distributions under the plan.
A copy of the Disclosure Statement is available for free at:
http://bankrupt.com/misc/wvsb2-18-20218-334.pdf
About Royal Automotive Company
Royal Automotive Company is dealer for new and used cars in
Charleston, West Virginia. Royal Real Estate LLC is engaged in
activities related to real estate.
Royal Automotive Company and Royal Real Estate sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. S.D. W.Va. Lead
Case No. 18-20218) on May 2, 2018. In the petitions signed by
Kelly
Smith, president and CEO, the Debtors estimated assets of $1
million to $10 million and liabilities of $1 million to $10
million.
Judge Frank W. Volk is the case judge.
Marc R. Weintraub, Esq., Kevin W. Barrett, Esq., and J. Zak
Ritchie, Esq., at Bailey & Glasser LLP serve as the Debtor's
bankruptcy counsel; and Suttle & Stalnaker, PLLC, as its
accountant.
John P. Fitzgerald, III, Acting United States Trustee for Region
4,
appoints Lucy L. Thomson, as the Consumer Privacy Ombudsman in the
bankruptcy cases pursuant to 11 U.S.C. Section 332 and the Court's
order entered on May 21, 2018.
SAN JUAN ICE: Seeks Dec. 29 Plan Filing Exclusivity Extension
-------------------------------------------------------------
San Juan Ice, Inc. requests the United States Bankruptcy Court for
the District of Puerto Rico for an additional 60-day extension of
time to file the Disclosure Statement and Plan from Oct. 31 to Dec.
29, 2018, due to various circumstances.
Without the requested extension, the filing of the Chapter 11
Disclosure Statement and Plan are due on Oct. 31, 2018.
The Debtor is still in the process of making the adjustments after
the passage of Hurricane Maria for the full operation and increase
in income to the debtor corporation, which will affect the final
preparation of the reorganization plan.
In addition, counsel has been delayed in the final preparation of
the reorganization plan due to the passing of his mother. The
circumstances and time that counsel has had to invest in this
personal matter has adversely affected the time that he has needed
to dedicate himself to the final preparation of the plan.
The Debtor believes that the changes in process will affect the
final formulation of the Plan and are within the allowable time
period. The Debtor asserts that the extension requested will also
allow counsel the necessary time to responsibly complete the
reorganization plan.
About San Juan Ice, Inc.
San Juan Ice Inc., based in San Juan, PR, filed a Chapter 11
petition (Bankr. D.P.R. Case No. 18-01784) on April 3, 2018. In
the petition signed by Ramiro Rodriguez Pena, president, the Debtor
disclosed $580,495 in assets and $1.17 million in liabilities. The
Hon. Mildred Caban Flores presides over the case. Robert Millan,
Esq., at Millan Law Offices, serves as bankruptcy counsel.
SEABROOK DENTAL: U.S. Trustee Unable to Appoint Committee
---------------------------------------------------------
No official committee of unsecured creditors has been appointed in
the Chapter 11 case of Seabrook Dental Laboratory, LLC, as of Oct.
18, 2018 according to a court docket.
About Holbrook/Searight
Seabrook Dental Laboratory, LLC --
https://www.seabrookdentallab.com/ -- is an independent, full
service dental laboratory in Edmonds, Washington. Seabrook Dental
offers the newest technology and dental prosthetic solutions to
dentist clients.
The Debtor filed for Chapter 11 bankruptcy protection (Bankr. W.D.
Wash. Case No. 18-13499) on Sept. 6, 2018, estimating its assets
and liabilities at between $1 million and $10 million each. The
petition was signed by Timothy R. Holbrook, managing member.
Judge Christopher M. Alston presides over the case.
Thomas D. Neeleman, Esq., at Neeleman Law Group, P.C., serves as
the Debtor's bankruptcy counsel.
SEARS HOLDINGS: U.S. Trustee Forms 9-Member Committee
-----------------------------------------------------
The U.S. Trustee for Region 2 on Oct. 24 appointed nine creditors
to serve on the official committee of unsecured creditors in the
Chapter 11 cases of Sears Holdings Corporation and its affiliates.
The committee members are:
(1) Pension Benefit Guaranty Corporation
1200 K Street N.W.
Washington, D.C. 20005-4026
Attention: Adi Berger, Director
Telephone: (202) 326-4000
(2) Oswaldo Cruz
23002 Dolores Street
Carson, California 90747
Telephone: (310) 809-6610
(3) Winiadaewoo Electronics America, Inc.
65 Challenger Road, Suite 360
Ridgefield Park, New Jersey 07660
Attention: Minje Kim, President
Telephone: (201) 552-4950
(4) Apex Tool Group, LLC
13620 Reese Boulevard East, Suite 410
Huntersville, North Carolina 28078
Attention: David E. Sturgess
Senior Vice President, General Counsel
Telephone: (980) 441-4097
(5) Computershare Trust Company, N.A.
2950 Express Drive South, Suite 210
Islandia, New York 11749
Attention: Michael A. Smith, Vice President
Telephone: (631) 233-6330
(6) The Bank of New York Mellon Trust Company
601 Travis-16th Floor
Houston, Texas 77002
Attention: Dennis Roemlein, Vice-President
Telephone: (713) 483-6531
(7) Basil Vasiliou
800 S. Pointe Drive-Apt. 2001
Miami Beach, Florida 33139
Telephone: (305) 608-0807
(8) Simon Property Group, L.P.
225 W. Washington Street
Indianapolis, Indiana 46204
Attention: Ronald M. Tucker
Vice-President/Bankruptcy Counsel
Telephone: (317) 263-2346
(9) Brixmor Operating Partnership, L.P.
450 Lexington Avenue-13th Floor
New York, New York 10017
Attention: Patrick Bennison, Vice-President
Telephone: (212) 869-3000
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 Sears Holdings
Sears Holdings Corporation (NASDAQ: SHLD) --
http://www.searsholdings.com/-- began as a mail ordering catalog
company in 1887 and became the world's largest retailer in the
1960s. At its peak, Sears was present in almost every big mall
across the U.S., and sold everything from toys and auto parts to
mail-order homes. Sears claims to be is a market leader in the
appliance, tool, lawn and garden, fitness equipment, and automotive
repair and maintenance retail sectors.
Sears and Kmart merged to form Sears Holdings in 2005 when they had
3,500 US stores between them. Kmart emerged in 2005 from its own
bankruptcy.
Unable to keep up with online stores and other brick-and-mortar
retailers, a long series of store closings has left it with 687
retail stores in 49 states, Guam, Puerto Rico, and the U.S. Virgin
Islands as of mid-October 2018. The Company employs 68,000
individuals, of whom 32,000 are full-time employees.
As of Aug. 4, 2018, Sears Holdings had $6.93 billion in total
assets, $11.33 billion in total liabilities and a total deficit of
$4.40 billion.
Unable to cover a $134 million debt payment due Oct. 15, 2018,
Sears Holdings Corporation and 49 subsidiaries sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 18-23538) on Oct. 15,
2018.
The Hon. Robert D. Drain is the case judge.
Weil, Gotshal & Manges LLP is serving as legal counsel, M-III
Partners is serving as restructuring advisor and Lazard Freres &
Co. LLC is serving as investment banker to Holdings. DLA Piper LLP
is the real estate advisor. Prime Clerk is the claims and noticing
agent.
SENIOR NH: Taps Dauble & Associates as Accountant
-------------------------------------------------
Senior NH, LLC, received approval from the U.S. Bankruptcy Court
for the Northern District of Georgia to hire Dauble & Associates,
P.C., as its accountant.
The firm will assist the Debtor in preparing its tax returns;
perform bookkeeping functions necessary to prepare the returns; and
provide other accounting and consulting services requested by the
Debtor.
Mary Ann Dauble, a certified public accountant employed with Dauble
& Associates, disclosed in a court filing that the firm and its
members are "disinterested" as defined in section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Mary Ann Dauble
Dauble & Associates, P.C.
555 Sun Valley Drive, Suite P1
Roswell, GA 30076
Phone: (770) 643-1320
About Senior NH LLC
Senior NH, LLC, operates a one hundred bed skilled nursing facility
known as the Enid Senior Care located at 410 N. 30th Street, Enid,
Oklahoma.
Senior NH sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. N.D. Ga. Case No. 18-65904) on Sept. 21, 2018. In the
petition signed by Christopher F. Brogdon, managing member, the
Debtor estimated assets of less than $10 million and debt under $50
million. The Debtor tapped Theodore N. Stapleton, Esq., of
Theodore N. Stapleton, P.C., as counsel.
SENIOR NH: Taps Synergy Healthcare as Financial Advisor
-------------------------------------------------------
Senior NH, LLC, received approval from the U.S. Bankruptcy Court
for the Northern District of Georgia to hire Synergy Healthcare
Resources, LLC, as its financial advisor.
The services to be provided by the firm include the preparation of
Medicare and Medicare cost reports; billing and collections;
general accounting; cash management and forecasting; and consulting
services.
The fee will be 2% of net patient revenue of the Debtor. Net
patient revenue will be calculated as gross revenue less
contractual allowances. In the event any collection action is
required to collect unpaid balances due the firm, the Debtor will
reimburse the firm its costs of collection, including attorney's
fees.
DeDe Nichols, a member of Synergy, disclosed in a court filing that
the firm and its members are "disinterested" as defined in section
101(14) of the Bankruptcy Code.
Synergy can be reached through:
DeDe G. Nichols
Synergy Healthcare Resources, LLC
2550 No1thside Crossing
Macon, GA 31210
Phone: 478-200-0300
E-mail: info@synergyhcr.com
About Senior NH LLC
Senior NH, LLC, operates a one hundred bed skilled nursing facility
known as the Enid Senior Care located at 410 N. 30th Street, Enid,
Oklahoma.
Senior NH sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. N.D. Ga. Case No. 18-65904) on Sept. 21, 2018. In the
petition signed by Christopher F. Brogdon, managing member, the
Debtor estimated assets of less than $10 million and debt under $50
million. The Debtor tapped Theodore N. Stapleton, Esq., of
Theodore N. Stapleton, P.C., as counsel.
SENIOR NH: Taps Theodore N. Stapleton as Legal Counsel
------------------------------------------------------
Senior NH, LLC, received approval from the U.S. Bankruptcy Court
for the Northern District of Georgia to hire Theodore N. Stapleton
P.C. as its legal counsel.
The firm will advise the Debtor regarding matters of bankruptcy
law; investigate and evaluate potential claims of its estate; give
advice regarding any proposed bankruptcy plan or its alternatives;
and provide other legal services related to its Chapter 11 case.
The hourly rates range from $200 to $450 for attorneys and from $50
to $150 for paralegals and project assistants. Theodore Stapleton,
Esq., the attorney who will be handling the case, charges $450 per
hour.
The firm received a retainer in the sum of $5,000, plus the filing
fee of $1,717.
Mr. Stapleton 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.
The firm can be reached through:
Theodore N. Stapleton, Esq.
Theodore N. Stapleton P.C.
2802 Paces Ferry Road, Suite 100-B
Atlanta, GA 30339
Telephone: (770) 436-3334
E-mail: tstaple@tstaple.com
About Senior NH LLC
Senior NH, LLC, operates a one hundred bed skilled nursing facility
known as the Enid Senior Care located at 410 N. 30th Street, Enid,
Oklahoma.
Senior NH sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. N.D. Ga. Case No. 18-65904) on Sept. 21, 2018. In the
petition signed by Christopher F. Brogdon, managing member, the
Debtor estimated assets of less than $10 million and debt under $50
million. The Debtor tapped Theodore N. Stapleton, Esq., of
Theodore N. Stapleton, P.C., as counsel.
SILICON ALLEY: Seeks Conditional Approval of Disclosure Statement
-----------------------------------------------------------------
Silicon Alley Group filed an application asking the U.S. Bankruptcy
Court for the District of New Jersey for an order conditionally
approving its small business disclosure statement.
The Debtor also asks the Court to schedule a combined hearing for
final approval of the Disclosure Statement and confirmation of the
Plan.
About Silicon Alley
Silicon Alley Group Inc. filed a voluntary Chapter 11 petition
(Bankr. D. N.J. Case No. 16-18244) on April 28, 2016, and is
represented by Harrison Ross Byck, Esq., at Kauri Byck, LLC, in
Edison, N.J. At the time of the filing, the Debtor estimated its
assets at less than $50,000 and its liabilities exceeding $1
million.
T.C. RENFROW: Amegy Plan to Pay Unsecureds in Full Plus Interest
----------------------------------------------------------------
Secured creditor ZB, N.A., d/b/a Amegy Bank filed with the U.S.
Bankruptcy Court for the Southern District of Texas its first
amended plan of liquidation for Debtor T.C. Renfrow Land L.P.
Class 2E under the plan is impaired and consists of the Secured
Claim of Amegy in the amount of $1,005,248.79 in principal, plus
interest, fees, and expenses. The Claim is based on Debtor's Dec.
3, 2012 promissory note and is secured by a Lien on the Miller Road
Property.
Pending a sale of the Miller Road Property, the Plan Agent will
make a $20,000 payment to Amegy on the Effective Date and by no
later than the fifth (5th) day of each month following the
Effective Date to be applied proportionally to the Claims in
Classes 2E, 2F, and 2G. The remaining portion of the Claim shall be
paid from the proceeds of the sale of the Miller Road Property by
the Plan Agent. In the event the Miller Road Property has not sold
or is not under contract within six months from the Effective Date,
Amegy will be entitled to exercise its remedies under state law
against the Miller Road Property, including foreclosure.
Class 3 is unimpaired and consists of the Unsecured Claim of Dunn &
Neal, L.L.P. in the amount of $2,049.10. The entirety of the Claim
will be paid in full plus interest at the federal judgment rate
from Registry Funds on the Effective Date.
On the Effective Date, the Miller Road Property will revest in the
Debtor. On the Effective Date, the Plan Agent will become the
exclusive individual authorized to act on behalf of the Debtor as
its sole officer and manager.
Pending a sale of the Miller Road Property, the Plan Agent will be
authorized in his business judgment to enter into any lease
agreement for the Miller Road Property without further order of the
Court including, but not limited to, honoring the terms of the
$30,000 month-to-month lease between the Debtor and T.C. Renfrow
Company. Any rents received by the Plan Agent will be deposited
into the Plan Account.
A copy of Amegy's First Amended Plan is available for free at:
http://bankrupt.com/misc/txsb17-33540-119.pdf
About T.C. Renfrow L.P.
T.C. Renfrow Land L.P. holds the deed of trust on a land with house
located at 7633 Miller Road, #2, Houston, Texas, valued at $7.5
million. It separately holds the deed of trust on a land with
house located at 4035 SCR Road Rocksprings, Texas, with a current
value of $595,000.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D. Tex. Case No. 17-33540) on June 5, 2017. Timothy
C. Renfrow, manager of ACR GP, LLC, signed the petition. At the
time of the filing, the Debtor disclosed $8.13 million in assets
and $3.9 million in liabilities.
The case is assigned to Judge Marvin Isgur. The Debtor hired The
Gerger Law Firm PLLC as its legal counsel; Valbridge Property
Advisors as its valuation expert; and Richard A. Roome, P.C. as its
accountant.
T.P.I.S. INDUSTRIAL: Exclusive Plan Filing Period Moved to Jan. 15
------------------------------------------------------------------
The Hon. David R. Jones of the U.S. Bankruptcy Court for the
Southern District of Texas, at the behest of T.P.I.S. Industrial
Services, LLC, has extended the time to file a chapter 11 plan of
reorganization through and including Jan. 15, 2019.
About T.P.I.S. Industrial Services
Based in Pasadena, Texas, T.P.I.S. Industrial Services, LLC --
http://www.teamtpis.com/-- is a family-owned and operated company
that designs, fabricates, and installs removable or reusable
thermal and acoustical insulation systems. The company provides
industrial scaffolding, industrial insulation, painting and
sandblasting, heat trace, safety training, inspections, refractory,
and various other industrial services.
T.P.I.S. Industrial Services sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. S.D. Tex. Case No. 18-31733) on April
3, 2018. In the petition signed by Juan F. Ocampo, president, the
Debtor disclosed $3 million in assets and $2.55 million in
liabilities. Judge David R. Jones presides over the case. The
Debtor tapped the Law Office of Margaret M. McClure as its legal
counsel, and Columbia Consulting Group, PLLC, as financial
advisor.
No official committee of unsecured creditors has been appointed in
the Chapter 11 case of T.P.I.S. Industrial Services, LLC, as of May
15, 2018.
TEMPLE UNIVERSITY: Moody's Revises Outlook on $478MM Bonds to Neg.
------------------------------------------------------------------
Moody's Investors Service affirms Temple University Health
System's, PA Ba1 assigned to outstanding bonds issued through the
Philadelphia Hospital and Higher Education Facilities Authority,
PA. The outlook has been revised to negative from stable. The
action affects approximately $478 million of debt outstanding.
RATINGS RATIONALE
The negative outlook reflects elevated execution risks as TUHS
pursues major changes to its corporate structure and business model
during a period of weak margins and growing competition. Despite
some recent improvement, expectations of continued deep operating
deficits in the absence of one-time favorable events, will continue
to foster TUHS' heavy reliance on Commonwealth supplemental
funding. Though Temple University (TU) engaged consultants and has
appointed a Chief Restructuring Officer to improve operations,
adjust the system's business model and right size operations,
efficiencies will be difficult to realize as industry headwinds
grow and consolidation in the Philadelphia market further
disadvantage TUHS. It is also anticipated that TUHS will be
challenged to grow revenues due to disproportionately high exposure
to governmental payers at nearly 75% of gross revenues. Without
significant operating improvement, capital spending will be
constrained and/or liquidity will likely decline over time. The Ba1
favorably incorporates the health system's large size, clinical
diversification, and role as a safety net provider for the City of
Philadelphia, that will continue to be supported by the
Commonwealth. In addition, the System's relationship with TU will
continue to provide financial discipline and oversight.
RATING OUTLOOK
The negative outlook reflects its view that execution risks will be
elevated as management seeks strategic options to reduce deficits
and grow liquidity in efforts to maintain a viable and competitive
clinical operation.
FACTORS THAT COULD LEAD TO AN UPGRADE
- Demonstration of fiscally sustainable business plan, evidenced
by material improvement in operating performance which is durable
- Substantial growth of balance sheet cushion relative to debt,
operations and liquidity covenant
FACTORS THAT COULD LEAD TO A DOWNGRADE
- Weakening of operating cashflow margin
- Decline in absolute cash and investments or relative measures
of liquidity
- Narrowing of headroom to covenants
- Increase in financial leverage
- Adverse change in relationship with TU
LEGAL SECURITY
The obligated group consists of Temple University Hospital,
Inc.(TUH), TUHS, Jeanes Hospital, the Fox Chase Entities, Temple
Health System Transport Team, Inc. and Temple Physicians, Inc. Each
member of the obligated group is jointly and severally liable for
all obligations issued under or secured by the Loan and Trust
Agreement. The Bonds are secured on parity basis with the
obligations currently outstanding issued under the Loan and Trust
Agreement. As security for the obligated group's obligations under
the Loan and Trust Agreement, each member of the obligated group
has pledged its respective gross receipts. The Bonds are also
secured by mortgages on certain real property of certain members of
the obligated group. With the issuance of the Series 2012 bonds, a
liquidity covenant was set at 60 days for consultant call-in and 45
days for event of default, and a debt service coverage ratio
covenant set at 1.1 for a consultant call-in and 1.0 for event of
default.
PROFILE
TUHS is a $1.8 billion academic health system anchored in northern
Philadelphia. The Health System consists of TUH-Main Campus;
TUH-Episcopal Campus; TUH-Northeastern Campus; Fox Chase Cancer
Center, an NCI designated comprehensive cancer center; and Jeanes
Hospital a community-based hospital offering medical, surgical and
emergency services. TUHS also has a network of community-based
specialty and primary-care physician practices. TUHS is affiliated
with the Lewis Katz School of Medicine at TU.
METHODOLOGY
The principal methodology used in these ratings was Not-For-Profit
Healthcare published in November 2017.
TEXAS ASSOCIATION: Memphis ISD Wants Disclosure Statement Amended
-----------------------------------------------------------------
Unsecured creditor Memphis Independent School District filed an
objection to Texas Association of Public Schools Property and
Liability Fund's disclosure statement for its first amended plan of
adjustment.
Memphis ISD complains that the Plan proposes an unspecified
potential liability to school district members in the form of
"assessments" that should be described in detail. Exhibit 2 to
Schedule A/B of Debtor's Voluntary Petition is simply a listing
with numbers, giving no indication of what the assessments are for
and lists the assessment based on a calculation for the prior
year's contribution per member multiplied by 17.77%. The references
throughout the Disclosure Statement lead to the assumption by
Memphis that the Debtor will assess each of its former members 18%
of last year’s premium/contribution, but the Debtor has provided
no legal, equitable, or contractual basis for its decision to
assess its former members and provides no statement or basis for
the different percentage as listed from the initial bankruptcy
filing and Disclosure Statement. There is no reference to a
provision of the risk pool documents that permits this assessment
or the legal implications of the assessment from the Debtor's
bankruptcy filing. See Disclosure Statement at pages 7, 8, and 11.
To comply with 11 U.S.C. section 365, the Debtor must comply with
the "cure and assure" provisions before collecting assessments
based on executory contracts. If such assessments are based on
prepetition non-executory contracts, Debtor’s material breach may
have barred the ability to enforce the agreements.
The Disclosure Statement also incorrectly identifies the Bar Date
for filing of claims as February 20, 2018, when in fact, on
Debtor's Ex Parte Motion to Extend the Deadline to File Proof of
Claims, the Court extended the Bar Date until March 2, 2018. This
Bar Date definitions needs to be corrected.
Memphis requests an amended Disclosure Statement with further
details regarding each of the objections, as well as other
objections made by other creditors.
Memphis joins other creditors in their objections to the Disclosure
Statement and Plan, specifically Port Arthur Independent School
District and Shelbyville Independent School District, Northside
Independent School District, Rio Grande City Consolidated
Independent School District, El Paso Independent School District,
Highland Park Independent School District and Sierra Blanca
Independent School District, and incorporates those objections in
their entirety, as well as objections to be filed contemporaneously
by Reagan County Independent School District and White Deer
Independent School District.
A copy of Memphis ISD's Objection is available for free at:
http://bankrupt.com/misc/txwb17-52437-118.pdf
Counsel for Creditor Memphis Independent School District:
Mike Smiley, State Bar No. 18526550
UNDERWOOD LAW FIRM, P.C.
P. O. Box 9158
Amarillo, Texas 79105-9158
(806) 376-5613; FAX (806) 349-9485
Email: mike.smiley@uwlaw.com
About TAPS
The Texas Association of Public Schools Property and Liability
Fund
(TAPS) is a self insurance pool set up under the Texas Interlocal
Cooperation Act on Sept. 1, 2001. Membership is limited to public
school districts, community colleges and education service
centers.
Access to the Fund is provided through a network of professional
independent agents.
On October 18, 2017, TAPS filed a Chapter 9 petition with the U.S.
Bankruptcy Court for the Western District of Texas (San Antonio).
Judge Ronald B. King presides over the case. The Debtor tapped
the
Law Offices of William B. Kingman, PC as its legal counsel.
TEXAS ASSOCIATION: Reagan County ISD Objects to Plan Outline
------------------------------------------------------------
Unsecured creditor Reagan County Independent School District
objects to Texas Association of Public Schools Property and
Liability Fund's disclosure statement for its first amended plan of
adjustment.
The school district complains, among other things, that the
Disclosure Statement deprives its audience of substantive details
and discussion of the reinsurance and excess coverage policies
between the Debtor and its various reinsurers. Upon information and
belief, the Debtor is a party to a number of reinsurance and excess
policies that minimize the Debtor's exposure to covered losses to
its retention amount, with anything in excess of that amount being
the responsibility of the applicable reinsurer. These policies
provide coverage to affected members that sustain significant
losses. Further, there has also been some suggestion that the
reinsurance coverage pays 100% of a covered loss when the loss, on
the date of loss for a claimant, exceeds the retention amount.
There has been further suggesting that the total claims for a given
date of loss across the entire membership of the risk pool is what
determines whether the reinsurance is activated and the reinsurers
are liable to pay claimants.
The Disclosure Statement lacks any helpful or informative
explanation as to how the reinsurance component applies and is
triggered, the extent of its coverage, and other pertinent details
that would be helpful to creditors in making an informed voting
decision and in potentially providing some economic benefit to
creditors and the bankruptcy estate. The Debtor must adequately
disclose what consequences and effects confirmation of a plan will
have on Debtor’s obligation to act under the reinsurance policies
along with the reinsurers’ obligations to remain liable for any
applicable losses sustained during the applicable coverage period.
An estimate of creditor claims that may be paid by reinsurance,
should be provided by the Debtor, and making clear remaining pool
of creditors to share in estate assets. Adequate disclosure
regarding the reinsurance providers and their obligations is
necessary for creditors to have enough data to make an informed
decision regarding the Plan.
In addition, the Plan references a "Trust Committee" but does not
describe the committee’s duties or members. This Trust Committee
approves the Litigation Trustee, William B. Kingman, to act without
the need for approval by the Bankruptcy Court or any approval, with
"sole and exclusive standing to prosecute, settle and otherwise
administer all Litigation Trust Assets transferred to the
Litigation Trust," thus appearing as no oversight will occur. This
Creditor is, at this time not supportive, of unilateral decisions
affecting the outcome of its Claim.
Reagan County joins other creditors in their objections to the
Disclosure Statement and Plan, specifically Port Arthur Independent
School District and Shelbyville Independent School District,
Northside Independent School District, Rio Grande City Consolidated
Independent School District , El Paso Independent School District,
Highland Park Independent School District and Sierra Blanca
Independent School District, and incorporates those objections in
their entirety, as well as objections to be filed contemporaneously
by Memphis Independent School District and White Deer Independent
School District.
A copy of Reagan County ISD's Objection is available for free at:
http://bankrupt.com/misc/txwb17-52437-117.pdf
Counsel for Reagan County Independent School District:
Mike Smiley, State Bar No. 18526550
UNDERWOOD LAW FIRM, P.C.
P. O. Box 9158
Amarillo, Texas 79105-9158
806) 376-5613; FAX (806) 349-9485
Email: mike.smiley@uwlaw.com
About TAPS
The Texas Association of Public Schools Property and Liability
Fund
(TAPS) is a self insurance pool set up under the Texas Interlocal
Cooperation Act on Sept. 1, 2001. Membership is limited to public
school districts, community colleges and education service
centers.
Access to the Fund is provided through a network of professional
independent agents.
On October 18, 2017, TAPS filed a Chapter 9 petition with the U.S.
Bankruptcy Court for the Western District of Texas (San Antonio).
Judge Ronald B. King presides over the case. The Debtor tapped
the
Law Offices of William B. Kingman, PC as its legal counsel.
TEXAS ASSOCIATION: White Deer ISD Opposes Proposed Plan Outline
---------------------------------------------------------------
Unsecured creditor White Deer Independent School District objects
to Texas Association of Public Schools Property and Liability
Fund's disclosure statement for its first amended plan of
adjustment.
White Deer ISD asserts that the Disclosure Statement, in Section
III, states that "TAPS has continued to liquidate and settle
claims. In addition, it has collected some receivables for the
benefit of the creditors." The Debtor should provide in its
Disclosure Statement:
A. What the Debtor defines as a receivable;
B. Who has been collecting the receivables since the bankruptcy
filing;
C. Details regarding the "receivable collected for the benefit of
creditors";
D. What the Debtor's projection is for collection of receivables;
E. What claims have been liquidated and/or settled, and include
details as
to the amounts;
F. What the Debtor's projection is for liquidating and settling
claims
Without adequate information relating to the liquidation and
settling of claims, White Deer cannot make an informed judgment
whether to approve the Plan.
The Plan references a "Trust Committee" but does not describe the
committee's duties or members. This Trust Committee approves the
Litigation Trustee, William B. Kingman, to act without the need for
approval by the Bankruptcy Court or any approval, with "sole and
exclusive standing to prosecute, settle and otherwise administer
all Litigation Trust Assets transferred to the Litigation Trust,”
thus appearing as no oversight will occur. This Creditor is, at
this time not supportive, of unilateral decisions affecting the
outcome of its Claim.
Other terms in the Plan that have no definition or language
clarifying their involvement are "Effective Date," "Reinvested
Debtor," "Trust Board," and "Litigation Trust Committee." Without
explanation and descriptions of these items, this Creditor cannot
make an informed judgment regarding the Plan.
White Deer joins other creditors in their objections to the
Disclosure Statement and Plan, specifically Port Arthur Independent
School District and Shelbyville Independent School District,
Northside Independent School District, Rio Grande City Consolidated
Independent School District, El Paso Independent School District,
Highland Park Independent School District and Sierra Blanca
Independent School District, and incorporates those objections in
their entirety, as well as objections to be filed contemporaneously
by Reagan County Independent School District and Memphis
Independent School District.
A copy of White Deer ISD's Objection is available at:
http://bankrupt.com/misc/txwb17-52437-119.pdf
Counsel for Creditor White Deer Independent School District:
Mike Smiley, State Bar No. 18526550
UNDERWOOD LAW FIRM, P.C.
P. O. Box 9158
Amarillo, Texas 79105-9158
(806) 376-5613; FAX (806) 349-9485
Email: mike.smiley@uwlaw.com
About TAPS
The Texas Association of Public Schools Property and Liability
Fund
(TAPS) is a self insurance pool set up under the Texas Interlocal
Cooperation Act on Sept. 1, 2001. Membership is limited to public
school districts, community colleges and education service
centers.
Access to the Fund is provided through a network of professional
independent agents.
On October 18, 2017, TAPS filed a Chapter 9 petition with the U.S.
Bankruptcy Court for the Western District of Texas (San Antonio).
Judge Ronald B. King presides over the case. The Debtor tapped
the
Law Offices of William B. Kingman, PC as its legal counsel.
TOTAL COMM SYSTEMS: Asks Court to Approve Proposed Plan Outline
---------------------------------------------------------------
Total Comm Systems, Inc. filed a motion asking the U.S. Bankruptcy
Court for the Eastern District of Pennsylvania for approval of its
disclosure statement.
The Debtor also requests for simultaneous approval of the voting
procedures, together with the fixing of the last day for the
acceptance or rejection of the Plan and the filing of objections to
said Plan and fixing a date for a hearing on the confirmation of
the proposed Plan.
About Total Comm Systems
Based in Bristol, Pennsylvania, Total Comm Systems, Inc., is a
provider of engineering, construction, excavation, installation,
and maintenance services for the telecommunications industry.
Total Comm previously sought bankruptcy protection (Bankr. E.D.
Pa.
Case No. 16-15530) on Aug. 3, 2016.
Total Comm Systems again filed a Chapter 11 petition (Bankr. E.D.
Pa. Case No. 18-10525) on Jan. 29, 2018. In the petition signed
by
Michael H. Pollitt, president, the Debtor estimated assets of
$500,000 to $1 million and liabilities of $1 million to $10
million
at the time of the filing. The case is assigned to Judge Eric L.
Frank. Thomas Daniel Bielli, Esq., at Bielli & Klauder, LLC, is
the Debtor's counsel.
TREATMENT CENTER: Sale of Tangible Assets to Fund Liquidating Plan
------------------------------------------------------------------
The Treatment Center of The Palm Beaches, LLC, filed a disclosure
statement in support of its proposed liquidating plan.
Each Allowed Unsecured Claim against the Debtor's Estate shall be
satisfied by Distributions to on a pro rata basis. The
Distributions to the Holders of Allowed Unsecured Claims will be
made on each Distribution Date and will be made from the Available
Cash on deposit from time to time with the Debtor and/or the Plan
Disbursing Agent and/or the Liquidating Trustee, as applicable. No
Distribution will be made to Holders of Allowed Unsecured Claims in
this Class 5 unless and until all Allowed Administrative Claims,
all Allowed Post-Confirmation Administrative Claims, all Allowed
Priority Tax Claims and all Allowed Claims in Classes 1, 2, 3, and
4 have been paid in full, reserved or otherwise resolved, and/or
included in or accounted for in the Distribution at issue.
The Plan will be funded with, among other things, the proceeds of
the sale of substantially all of the Debtor's tangible assets any
Excluded Assets, Litigation Claims, and Causes of Action.
The Debtor believes that there is minimal risk to creditors as to
the completion of the Plan. The plan is a liquidating plan. The
Debtor's real property has already been sold and its remaining
assets, which include accounts receivable and causes of action,
will continue to be liquidated by the liquidating trustee and
causes of action will be pursued. Based on the foregoing, the
Debtor asserts that it is able to perform all of its obligations
under the Plan.
A copy of the Disclosure Statement is available for free at:
http://bankrupt.com/misc/flsb18-14622-243.pdf
About The Treatment Center of The Palm Beaches
The Treatment Center of the Palm Beaches, LLC, located in West
Palm
Beach, Florida -- https://www.thetreatmentcenter.com/ -- is an
addiction treatment center whose mission is to transform the lives
of every individual and family member that walks through its
doors.
Since 2009, the Treatment Center has offered custom treatment
programs for drugs, alcohol, trauma, mental health, and other
addictions.
The Treatment Center of the Palm Beaches filed a Chapter 11
petition (Bankr. S.D. Fla. Case No. 18-14622) on April 19, 2018.
In
the petition signed by Judi Gargiulo, manager, the Debtor
disclosed
$11.07 million in total assets and $6.12 million in total
liabilities. The case is assigned to Judge Erik P. Kimball.
Robert
C. Furr, Esq., at Furr & Cohen, is the Debtor's counsel.
Judge Erik P. Kimball authorized The Treatment Center of the Palm
Beaches, LLC's bidding procedures in connection with the sale of
substantially all assets to Palm Beach Recovery Center, LLC, for
$7.8 million, subject to overbid.
TUTOR PERINI: S&P Cuts Issuer Credit Rating to B+, Outlook Stable
-----------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Tutor Perini
Corp. to 'B+' from 'BB-'. The outlook is stable.
S&P said, "At the same time, we lowered our issue-level rating on
the company's $500 million senior unsecured notes due 2025 to 'B+'
from 'BB-'. The '3' recovery rating indicates our expectation for
meaningful (50%-70%; rounded estimate: 60%) recovery in the event
of a payment default.
"In addition, we lowered our issue-level rating on the company's
$200 million senior unsecured convertible notes due 2021 to 'B-'
from 'B'. The '6' recovery rating indicates our expectation for
negligible (0%-10%; rounded estimate: 0%) recovery in the event of
a payment default.
"The downgrade reflects Tutor Perini's weaker-than-expected
operating performance, partly due to project delays. Tutor's
adjusted debt-to-EBITDA metric was 3.8x for the last 12 months
ended June 30, 2018, and we do not expect a significant improvement
over the next year. In addition, since the company announced its
increased focus on collecting unbilled costs a few years ago, the
process has not been as successful as initially anticipated.
Although project backlog levels have increased, we believe there is
an inherent uncertainty in the company's business, and we continue
to expect free operating cash flow (FOCF)to be inconsistent, owing
to variability in the timing of projects and cash collection.
"The stable outlook reflects our view that an increased backlog
should allow the company to maintain a ratio of adjusted debt to
EBITDA in the range of 3.5x to 4x over the next 12 months.
"We could raise our rating on Tutor Perini over the next 12 months
if the company's operating performance improved due to strong
project execution in its higher margin civil segment, leading it to
maintain an FOCF-to-adjusted-debt ratio above 10% and an adjusted
debt-to-EBITDA metric of 3x on a sustained basis.
"We could lower our rating on Tutor Perini over the next 12 months
if its operating performance did not improve and we came to expect
that its adjusted debt-to-EBITDA metric would be above 5x while its
FOCF-to-adjusted-debt ratio remained below 5% on a sustained basis.
This could occur if the company experienced unexpected, meaningful
project losses that led to a decline in earnings or poor cash
collection from its customers causing meaningful working capital
swings."
UNITED RENTALS: S&P Assigns BB Rating on $1.1BB Sr. Unsec. Notes
----------------------------------------------------------------
S&P Global Ratings assigned its 'BB' issue-level rating and '4'
recovery rating to United Rentals (North America) Inc.'s (URNA)
proposed $1.1 billion senior unsecured notes due 2026. The '4'
recovery rating indicates S&P's expectation for average recovery
(30%-50%; rounded estimate: 30%) in the event of a payment default.
URNA is a subsidiary of Stamford, Conn.-based equipment rental
company United Rentals Inc. (URI). URI is the guarantor of the
notes.
All of S&P's other ratings on URNA and URI remain unchanged.
The company plans to use the proceeds from this issuance, along
with its recently issued $1 billion senior secured term loan due
2025, to fund its $2.1 billion purchase of BlueLine Rental. The
transaction is expected to close in the fourth quarter of 2018.
ISSUE RATINGS--RECOVERY ANALYSIS
Key analytical factors
S&P said, "URI operates in the competitive and cyclical
construction equipment rental market. Our simulated default
contemplates an unexpected and drastic downturn in the
nonresidential construction industry that severely strains
equipment usage, rental rates, revenue, and cash flow. We assume
the company's asset-based lending (ABL) facility is 60% drawn at
default.
"Although we believe URI would likely reorganize after a default,
we use a discrete asset value (DAV) approach to analyze recovery
prospects for most general equipment rental providers. We believe
this method provides a conservative estimate of the likely value
available to creditors, although realization rates could be lower
than we assume if a large quantity of equipment floods the market.
"Our DAV starts with our estimate of the combined net book value of
the company's and BlueLine's assets. We assume balance sheet
accounts are partially diluted to reflect the assumed loss of
appraised value through additional depreciation or expected
contraction in working capital assets in the period leading up to
the hypothetical default. We then apply realization rates to the
assets, reflecting the friction of selling or the discounts
potential buyers or restructurers would apply in distressed
circumstances.
"We assume realization rates of 75% for rental equipment, 80% for
unsold accounts receivable (we exclude the assets and liabilities
related to URI's accounts receivable special purpose entity), 65%
for inventory, and 40% for other property and nonrental
equipment."
Simulated default assumptions
-- Simulated year of default: 2023
-- Jurisdiction: U.S.
-- S&P assumes the ABL facility is 60% drawn at default
Simplified waterfall
-- Net enterprise value: $6.04 billion
-- Collateral/noncollateral valuation split: 91%/9%
-- Collateral value available to first-lien lenders: $ 5.52
billion
-- ABL estimate (60% utilization): $1.8 billion
--Recovery expectations: N/A (unrated)
-- First-lien secured term loan: $980 million
--Recovery expectations: 90%-100% (rounded estimate: 95%)
-- Collateral value available to secured noteholders: $2.74
billion
-- Secured second-lien notes: $1.02 billion
--Recovery expectations: 90%-100% (rounded estimate: 95%)
-- Total value available to unsecured claims: $2.23 billion
-- Senior unsecured debt and pari passu claims: $7.37 billion
--Recovery expectations: 30%-50% (rounded estimate: 30%)
Note: All debt amounts include six months of prepetition interest.
RATINGS LIST
United Rentals Inc.
United Rentals (North America) Inc.
Issuer Credit Rating BB/Stable/--
New Rating
United Rentals (North America) Inc.
Senior Unsecured
$1.1 bil. notes due 2026 BB
Recovery Rating 4(30%
VEE EXPRESS: Seeks to Hire Additional Bankruptcy Attorney
---------------------------------------------------------
Vee Express LLC seeks approval from the U.S. Bankruptcy Court for
the Southern District of Texas to hire additional attorney in
connection with its Chapter 11 case.
The Debtor proposes to employ Margaret McClure, Esq., to give legal
advice regarding its duties under the Bankruptcy Code and provide
other legal services related to its Chapter 11 case.
The Debtor is currently represented by Otha Carpenter, Esq.
Ms. McClure charges an hourly fee of $400. Paralegal services will
be billed at $150 per hour. The Debtor paid the attorney a
retainer in the sum of $7,500.
In a court filing, Ms. McClure disclosed that she does not have any
interest adverse to the interest of the Debtor's estate, creditors
and equity security holders.
Ms. McClure maintains an office at:
Margaret M. McClure, Esq.
909 Fannin, Suite 3810
Houston, TX 77010 (713)
Phone: 659-1333 (713)
Fax: 658-0334
Email: margaret@mmmcclurelaw.com
About Vee Express LLC
Vee Express LLC filed a voluntary Chapter 11 petition (Bankr. S.D.
Tex. Case No. 18-31332) on March 16, 2018. Judge David R. Jones
presides over the case. The Debtor tapped Otha Tyrone Carpenter,
Esq., as its bankruptcy attorney.
VERITY HEALTH: Has Final Authorization to Use Cash Collateral
-------------------------------------------------------------
The Hon. Ernest M. Robles of the U.S. Bankruptcy Court for the
Central District of California has authorized Verity Health System
of California, Inc., and its affiliates to incur and to perform the
DIP Obligations in accordance with, and subject to, the terms of
the Final Order and the DIP Financing Agreements with Ally Bank, in
its capacity as agent and in its capacity as lender under the DIP
Credit Agreement.
To enable them to continue to preserve the value of their estates
and dispose of their assets in an orderly fashion, during the
period prior to termination of the DIP Credit Agreement and subject
to the terms and conditions of the Final Order, upon the execution
of the DIP Credit Agreement and the other DIP Financing Agreements,
the Debtors are authorized to borrow the DIP Loan up to a total
committed amount of $185,000,000 under the DIP Financing
Agreements.
Rhe Debtors are authorized to use the advances under the DIP Credit
Agreement during the period commencing immediately after the entry
of the Final Order and terminating upon the termination of the DIP
Credit Agreement in accordance with its terms and subject to the
provisions of the Final Order.
As a condition to the continued extension of credit under the DIP
Facility and the continued authorization to use Cash Collateral,
the Debtors have agreed that as of and commencing on the Closing
Date the Debtors will apply all advances under the DIP Facility, as
follows:
(i) to fund the day to day operations and general corporate
purposes of the Debtors’ estates;
(ii) to pay the administrative expenses of the Chapter 11
Cases; and
(iii) to make the Prepetition Adequate Protection Payments all
in accordance with the DIP Budget.
On account of the DIP Loan, Ally Bank is granted first-priority
security interests and liens (which will immediately be valid,
binding, permanent, continuing, enforceable, perfected and
non-avoidable) on all of the Debtors' property, including, without
limitation, the Sale Proceeds and the Escrow Deposit Account,
whether arising before or after the Petition Date, but will exclude
the Program Funds, and proceeds of the Clean Fund Bonds and NR2
Petros Bonds held by Wilmington Trust N.A., as indenture trustee,
donor restricted funds held at Philanthropic Foundations, Avoidance
Actions and any proceeds thereof and any funds held by the
Prepetition Secured Creditors.
Subject to the Carve Out, all DIP Obligations will constitute an
allowed superpriority administrative expense claim with priority in
all of the Chapter 11 Cases and Successor Cases over all other
administrative expense claims under the Bankruptcy Code and
otherwise over all administrative expense claims and unsecured
claims against the Debtors or their estates, now existing or
hereafter arising, of any kind or nature whatsoever.
Proceeds of the DIP Facility (net of any amounts used to pay fees,
costs and expenses under the DIP Financing Agreements) will be
utilized by the Debtors until the DIP Facility Termination Date in
accordance with the DIP Budget and in a manner consistent with the
terms and conditions of the DIP Credit Agreement, the Interim
Order, and the Final Order.
The DIP Liens will attach as first priority liens and security
interests to all proceeds of any sale or other disposition of the
Debtors' property, including, without limitation, the Facilities
and any other DIP Collateral. The Sale Proceeds will be held in
escrow in one or more deposit accounts subject to a deposit account
control agreement in favor of the DIP Lender. Any funds held in
the Escrow Deposit Account will not be commingled with any other
funds of the Debtors or otherwise.
The DIP Lender is granted a first priority lien on the Escrow
Deposit Account and all Sale Proceeds, including any deposit
provided by any buyer in connection with any asset sale, and such
proceeds, deposits. The Escrow Deposit Account will constitute
Collateral under the DIP Credit Agreement and DIP Collateral under
the Final Order.
Prior to the Petition Date, Debtor Verity Medical Foundation
("VMF") entered into agreements for the sole source purchasing of
certain critical chemotherapy and other pharmaceutical products and
medical-surgical products with McKesson Corporation and certain
affiliates and granted to McKesson a prepetition perfected security
interest in VMF tangible and intangible personal property.
As of the Petition Date, McKesson was owed approximately
$3,055,000. In order to secure the Prepetition Secured Obligations
and the Prepetition Secured Trade Vendor Arrangement, the Debtors,
excluding the Philanthropic Foundations, granted the Prepetition
Liens and the VMF Liens to the Prepetition Secured Creditors and
McKesson. The assets subject to the Prepetition Liens and the VMF
Collateral constitute substantially all of the assets of the
Debtors, excluding cash and assets of the Philanthropic
Foundations.
To the extent of the Diminution in Value of the interest of the
respective Prepetition Secured Creditors in Prepetition Collateral
that secures their respective claims, each of the affected
Prepetition Secured Creditors will be granted additional valid,
perfected and enforceable replacement security interests and Liens
in the DIP Collateral, which Prepetition Replacement Liens will be
junior only to (1) the Carve Out, (2) to the DIP Liens, (3) the VMF
Liens in VMF Collateral and (4) any perfected, unavoidable,
prepetition liens granted by Holdings pursuant to those certain
deeds of trust issued in connection with the MOB Financing and that
certain Deed of Trust with Fixture Filing and Security Agreement
and Assignment of Leases and Rents by Holdings in favor of U.S.
Bank as 2017 Note Trustee and Deed of Trust Beneficiary, dated as
of Sept. 15, 2017, as further amended or modified (the "Moss Deed
of Trust") to secure the Series 2017 Working Capital Notes. With
respect to the VMF Collateral, McKesson will be entitled to a
replacement lien on the postpetition assets of VMF, excluding
Avoidance Actions, to the extent of (1) any Diminution in Value in
such VMFCollateral, and (2) any McKesson Post-Petition Trade
Credit, which amounts will be senior to the Prepetition Replacement
Liens, but junior to the (m) Carve Out, and (n) the DIP Liens.
The Debtors are authorized and directed to provide to the
Prepetition Secured Creditors monthly adequate protection payments
equal to
(i) the amount of postpetition, nondefault contractual
interest on the outstanding balances of the Prepetition Secured
Obligations, provided that reference to the non-default contractual
rate of interest will not include any Penalty Rate, Default Rate or
the Tax Rate as defined in the Prepetition Secured Documents, plus
(ii) monthly payment of reasonable trustee fees for each of:
Wells Fargo, UMB Bank as Master Trustee, U.S. Bank as 2015 Note
Trustee, and U.S. Bank as 2017 Note Trustee, respectively, and
(iii) reimbursement of reasonable attorney's fees for one set
of attorneys for (1) Wells Fargo as the successor indenture trustee
for: the 2005 Bonds, UMB Bank as Master Trustee, U.S. Bank as 2015
Note Trustee, U.S. Bank as 2017 Note Trustee, and MOB Financing and
reimbursement of reasonable financial advisor fees for one set of
financial advisors for: Wells Fargo as the successor indenture
trustee for the 2005 Bonds and UMB Bank as Master Trustee; U.S.
Bank as 2015 Note Trustee and 2017 Note Trustee; and MOB Financing;
and
The Debtors are also authorized and directed to provide payments to
McKesson consistent with certain terms of the interim and final
orders authorizing the Critical Vendor Program in an amount of
$3,055,000. The Debtors are directed to make all McKesson Secured
Payments on or before their respective due dates and are authorized
to make payments on McKesson's Post-Petition Trade Credit, on the
terms agreed to between McKesson and the Debtors provided in the
Final Order.
All DIP Obligations of the Debtors to the DIP Agent and the DIP
Lender will be immediately due and payable, and the Debtors'
authority to use the proceeds of the DIP Facility will cease, on
the date that is the earliest to occur of:
(i) Sept. 7, 2019;
(ii) the date of revocation of this Final Order, as
applicable;
(iii) the substantial consummation of a plan of reorganization
filed in the Chapter 11 Cases that is confirmed pursuant to an
order entered by the Court;
(iv) the consummation of a sale of all or substantially all of
the DIP Collateral;
(v) the date the Court orders the conversion of the Chapter
11 Cases to a Chapter 7 liquidation or the dismissal of the Chapter
11 Cases or the appointment of a trustee or examiner with expanded
power in the Chapter 11 Cases; and
(vi) the acceleration of the DIP Loan and the termination of
the commitments with respect to the DIP Facility in accordance with
the DIP Financing Agreements. The occurrence of the Commitment
Termination Date, will also constitute, subject to further Court
order, termination of the Prepetition Secured Creditors' and
McKesson consent to the Debtors' use of their prepetition Cash
Collateral.
A full-text copy of the Final Order is available at
http://bankrupt.com/misc/cacb18-20151-409.pdf
About Verity Health System
Verity Health System -- https://www.verity.org/ -- operates as a
non-profit health care system in the state of California, with
approximately 1,680 inpatient beds, six active emergency rooms, a
trauma center, and a host of medical specialties, including
tertiary and quaternary care. Verity's two Southern California
hospitals are St. Francis Medical Center in Lynwood and St. Vincent
Medical Center in Los Angeles. In Northern California, O'Connor
Hospital in San Jose, St. Louise Regional Hospital in Gilroy, Seton
Medical Center in Daly City and Seton Coastside in Moss Beach are
part of Verity Health. Verity Health also includes Verity Medical
Foundation.
With more than 100 primary care and specialty physicians, VMF
offers medical, surgical and related healthcare services for people
of all ages at community-based, multi-specialty clinics
conveniently located in areas served by the Verity hospitals.
Verity Health System was created in a transaction approved by
California Attorney General Kamala Harris and completed in December
2015.
Verity Health System of California, Inc. and its affiliates sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D.
Cal. Lead Case No. 18-20151) on Aug. 31, 2018. In the petition
signed by CEO Richard Adcock, the Verity Health estimated assets of
$500 million to $1 billion and liabilities of $500 million to $1
billion.
Judge Ernest M. Robles presides over the cases.
The Debtors tapped Dentons US LLP as their bankruptcy counsel;
Pachulski Stang Ziehl & Jones LLP as co-counsel for the Debtors;
Nelson Hardiman, LLP, as their special healthcare regulatory
counsel; Berkeley Research Group, LLC, as financial advisor; Cain
Brothers as investment banker; and Kurtzman Carson Consultants as
claims agent.
The Office of the U.S. Trustee appointed an official committee of
unsecured creditors on Sept. 17, 2018.
Jacob Nathan Rubin, MD, FAAC, the patient care ombudsman of Verity
Health System of California, Inc. and its affiliated debtors hired
Levene, Neale, Bender, Yoo & Brill L.L.P. as his bankruptcy
counsel; and Dr. Tim Stacy DNP, ACNP-BC, as his consultant.
W&T OFFSHORE: Completes Major Debt Refinancing Transactions
-----------------------------------------------------------
W&T Offshore, Inc. has closed transactions to effect a refinancing
of substantially all of its outstanding indebtedness. The Company
closed on Oct. 18, 2018 its previously announced private offering
of $625.0 million in aggregate principal amount of 9.75% Senior
Second Lien Notes due 2023 which priced at par. The Company also
entered into a Sixth Amended and Restated Credit Agreement which
provides for a revolving credit and letter of credit facility with
an initial borrowing base of $250.0 million.
The Company used net proceeds from the offering of New Notes,
borrowings under its new amended and restated revolving credit
facility and cash on hand to (i) repay and retire its outstanding
$75.0 million 11.00% 1.5 Lien Term Loan and $300.0 million 9.00%
Second Lien Term Loan and (ii) redeem or repurchase in full all of
its outstanding 8.500% Senior Notes due 2019, 9.00%/10.75% Senior
Second Lien PIK Toggle Notes due 2020 and 8.50%/10.00% Senior Third
Lien PIK Toggle Notes due 2021.
The Company also announced its repurchase and retirement of $464.4
million in aggregate principal of its Existing Notes pursuant to
its acceptance of early tenders of Existing Notes validly tendered
and not withdrawn by holders pursuant to the Company's previously
announced offer to purchase for cash any and all of its outstanding
Existing Notes. The remaining outstanding $63.8 million in
aggregate principal of its Existing Notes was irrevocably called
for redemption on Nov. 17, 2018 under the terms of the applicable
indenture governing each issue of Existing Notes. Sufficient
redemption funds were deposited in trust with the indenture trustee
to satisfy and discharge all of the Company's obligations under the
Existing Notes and the respective indentures, and settlement of
such redemptions will occur on
Nov. 19, 2018, the next business day following the redemption
date.
The Company's offer to purchase remaining Existing Notes will
expire at 11:59 p.m., New York City time, on Oct. 31, 2018, unless
extended. Outstanding Existing Notes validly tendered and not
withdrawn and accepted by the Company pursuant to the terms of the
previously announced offer to purchase will receive the tender
offer consideration described in the offer to purchase dated
Oct. 3, 2018, which does not include the early tender premium, plus
accrued and unpaid interest.
The New Notes are not being registered under the Securities Act of
1933, as amended, or any state securities laws; and unless so
registered, the New Notes may not be offered or sold in the United
States except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act
and applicable state securities laws. The New Notes were being
offered only to qualified institutional buyers in the United States
under Rule 144A and to non-U.S. investors outside the United States
pursuant to Regulation S.
About W&T Offshore
Based in Houston, Texas, W&T Offshore, Inc. --
http://www.wtoffshore.com/-- is an independent oil and natural gas
producer with operations offshore in the Gulf of Mexico and has
grown through acquisitions, exploration and development. The
Company currently has working interests in 48 producing fields in
federal and state waters and has under lease approximately 650,000
gross acres, including approximately 440,000 gross acres on the
Gulf of Mexico Shelf and approximately 210,000 gross acres in the
deepwater. A majority of the company's daily production is derived
from wells it operates.
W&T Offshore reported net income of $79.68 million in 2017 compared
to a net loss of $249.02 million in 2016. As of June 30, 2018, W&T
Offshore had $958.15 million in total assets, $342.3 million in
total current liabilities, $760.97 million in long term debt,
$289.3 million in asset retirement obligations, $73 million in
other liabilities and a total shareholders' deficit of $507.4
million.
* * *
As reported by the TCR on Oct. 4, 2018, S&P Global Ratings raised
its issuer credit rating on Houston-based oil and gas exploration
and production company W&T Offshore Inc. to 'B-' from 'CCC'. The
outlook is stable. The upgrade reflects S&P's view that W&T's
proposed capital restructuring will significantly improve its
liquidity and leverage.
WELDED CONSTRUCTION: Oct. 30 Meeting Set to Form Creditors' Panel
-----------------------------------------------------------------
Andy Vara, Acting United States Trustee, for Region 3, will hold an
organizational meeting on October 30, 2018, at 10:00 a.m. in the
bankruptcy case of Welded Construction, LP.
The meeting will be held at:
J. Caleb Boggs Federal Building
844 N. King Street
3rd Floor, Room 3209
Wilmington, DE 19801
The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' case.
The organizational meeting is not the meeting of creditors pursuant
to Section 341 of the Bankruptcy Code. A representative of the
Debtor, however, may attend the Organizational Meeting, and provide
background information regarding the bankruptcy cases.
To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States Trustee
appoint a committee of unsecured creditors as soon as practicable.
The Committee ordinarily consists of the persons, willing to serve,
that hold the seven largest unsecured claims against the debtor of
the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee may
consult with the debtor, investigate the debtor and its business
operations and participate in the formulation of a plan of
reorganization. The Committee may also perform other services as
are in the interests of the unsecured creditors whom it
represents.
About Welded Construction
Perrysburg, Ohio-based Welded Construction, L.P, is a mainline
pipeline construction contractor capable of executing pipeline
construction projects in lengths ranging from a few hundred feet
to
over 200 miles.
Welded Construction, L.P., and Welded Construction Michigan, LLC,
sought bankruptcy protection on Oct. 22, 2018 (Bankr. D. Del. Lead
Case No. Case No. 18-12378). The jointly administered cases are
pending before Judge Kevin Gross.
Young Conaway Stargatt & Taylor, LLP, is the Debtors' counsel.
Kurtzman Carson Consultants LLC is the claims agent.
WESTMORELAND COAL: U.S. Trustee Forms Seven-Member Committee
------------------------------------------------------------
Henry G. Hobbs, Jr., Acting U.S. Trustee for Region 7, on Oct. 19
appointed seven creditors to serve on the official committee of
unsecured creditors in the Chapter 11 cases of Westmoreland Coal
Company and its affiliate, The Sierra Club.
The committee members are:
(1) Ohio Machinery Co.
Attn: Walter C. Keal
3993 E. Royalton Road
Broadview Heights, OH 44147
Tel: (440) 838-7229
Fax: (440) 838-7427
E-mail: ckeal@ohiocat.com
Cullen D. Speckhart, Esq.
Wolcott Rivers Gates
919 E. Main Street, Suite 2010
Richmond, VA 23219
Tel: (757) 497-6633
E-mail: cspeckhart@wolriv.com
(2) Wheeler Machinery Co.
Attn: Shane Norman
4901 West 2100 South
Salt Lake City, UT 84120
Tel: (801) 978-1346
E-mail: snorman@wheelercat.com
Cullen D. Speckhart, Esq.
Wolcott Rivers Gates
919 E. Main Street, Suite 2010
Richmond, VA 23219
Tel: (757) 497-6633
E-mail: cspeckhart@wolriv.com
(3) Nelson Brothers Mining Services, LLC
Attn: Jason Baker
820 Shades Creek Parkway, Suite 2000
Birmingham, AL 35209
Tel: (205) 802-5341
E-mail: jbaker@nelbro.com
Daniel D. Sparks, Esq.
Christian & Small, LLP
1800 Financial Center
505 North 20th Street
Birmingham, AL 35203
Tel: (205) 250-6670
Fax: (205) 328-7234
E-mail: ddsparks@csattorneys.com
(4) Tractor & Equipment Co.
Attn: Timothy C. May
17035 West Valley Highway
Tukwila, WA 98188
Tel: (425) 251-9829
Fax: (425) 251-6281
E-mail: tmay@harnishgrp.com
Alan Smith, Esq.
Perkins Cole, LLP
1201 Third Avenue, Suite 4900
Seattle, WA 98101
Tel: (206) 359-8410
Fax: (206) 359-9410
E-mail: adsmith@perkinscole.com
(5) Consol Mining Company LLC
Attn: Martha Wiegand
1000 Consol Energy Drive, Suite 100
Canonsburg, PA 15317
Tel: (724) 485-3444
E-mail: marthawiegand@consolenergy.com
Kirk B. Burkley, Esq.
Bernstein-Burkley, P.C.
707 Grant Street
Suite 2200 Gulf Tower
Pittsburgh, PA 15219
Tel: (412) 456-8100
Fax: (412) 456-8135
E-mail: kburkley@bernsteinlaw.com
(6) Pension Benefit Guaranty Corporation
Attn: Michael Strollo
Corporate Finance & Restructuring Dept.
1200 K Street, NW
Washington, DC 20005-4026
Tel: (202) 326-4070, ext. 3303
Fax: (202) 326-4112
E-mail: strollo.michael@pbgc.gov
Nathaniel Rayle, Attorney
Pension Benefit Guaranty Corporation
Office of the General Counsel
1200 K Street, NW
Washington, DC 20005-4026
Tel: (202) 326-4020, ext. 3886
Fax: (202) 326-4112
E-mail: rayle.nathaniel@pbgc.gov
(7) United Mine Workers of America
Attn: Brian Sanson
18354 Quantico Gateway Drive, Suite 200
Triangle, VA 22172
Tel: (703) 291-2415
E-mail: bsanson@umwa.org
Patrick M. Flynn, Esq.
Patrick M. Flynn, P.C.
1225 North Loop West, Suite 1000
Houston, TX 77008
Tel: (713) 861-6163
Fax: (713) 961-5566
E-mail: pat@pmfpc.com
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.
About the Sierra Club
The Sierra Club -- http://SierraClub.pr-optout.com-- is America's
largest and most influential grassroots environmental organization,
with more than 3.5 million members and supporters nationwide. In
addition to creating opportunities for people of all ages, levels
and locations to have meaningful outdoor experiences, the Sierra
Club works to safeguard the health of our communities, protect
wildlife, and preserve our remaining wild places through grassroots
activism, public education, lobbying, and litigation.
About Westmoreland Coal
Based in Englewood, Colorado, Westmoreland Coal Company
(otcmkts:WLBA) -- 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.
WOODLAWN COMMUNITY: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Woodlawn Community Development Corp.
6040 Harper Ave., 1st Floor
Chicago, IL 60637
Business Description: Founded in In 1972, Woodlawn Community
Development Corp. --
https://www.wcdcchicago.com -- manages and
develops affordable housing for families in
the Greater Metro Chicago area.
Chapter 11 Petition Date: October 24, 2018
Court: United States Bankruptcy Court
Northern District of Illinois (Chicago)
Case No.: 18-29862
Judge: Hon. Carol A. Doyle
Debtor's Counsel: David R. Herzog, Esq.
HERZOG & SCHWARTZ, P.C.
77 West Washington Street, Suite 1400
Chicago, IL 60602
Tel: 312-977-1600
E-mail: drhlaw@mindspring.com
Estimated Assets: $50 million to $100 million
Estimated Liabilities: $50 million to $100 million
The petition was signed by Leon Finney, Jr., president and CEO.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/ilnb18-29862.pdf
List of Debtor's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
World Security Bureau $11,656,987
c/o Lysinski & Associates PC
4418 N. Milwaukee Ave.
Chicago, IL60630
Internal Revenue Service Taxes and Other $1,800,000
Centralized Insolvency Operation Government Debts
P.O. Box 7346
Chicago Regional Council of $800,000
Carpenters Pension Fund
c/o McJessy Ching & Thompson, LLC
3759 N. Ravenswood, #231
Chicago, IL 60613
Chicago Housing Authority $395,000
60 E. Van Buren Ave.
Chicago, IL60605
Miner, Barnhill & Galland $330,204
Attn: William Micelli
325 N. LaSalle Dr., #350
Chicago, IL 60654
LM Insurance Corporation $267,198
c/o The CKB Firm
30 N. LaSalle St., #1520
Chicago, IL60602
Nixon Peabody $174,436
799 9th Street NW, Suite 500
Washington, DC20001-5327
Infiniti H.R $112,260
3905 National Dr., Suite 400
Burtonsville, MD20866
Laner Muchin $103,821
Geraldine Finkley $50,000
Neal & Leroy $46,062
Municipal Elevator Services $38,576
Insurance Company of the West $35,158
Synergy Coverage Solutions $29,086
IPFS Corporation $28,987
City of Chicago $16,636
Department of Finance - Utility Bill
Applied Real Estate Analysis, Inc. $7,700
Billy McGhee $7,000
City of Chicago - $5,376
Department of Finance
121 N. LaSalle Street
P.O. Box 88292
Chicago, IL60602
Supreme Technologies Group $3,887
814 E 87th St.
Chicago, IL60619
[*] T&W Fetes 12 Outstanding Young Restructuring Lawyers Nov. 26
----------------------------------------------------------------
Once a year, Beard Group's publication, Turnarounds & Workouts,
recognizes a select number of young corporate restructuring
lawyers, who within the prior year, have compiled an impressive
list of achievements. On Nov. 26th, another group of distinguished
young attorneys will be honored at a dinner reception following the
Distressed Investing 2018 Conference. The 5 p.m. reception and the
25th annual conference will be held at The Harmonie Club, 4 E. 60th
St. in Midtown Manhattan.
This year's awardees include:
* Adam Brenneman, Cleary Gottlieb Steen & Hamilton
* Jonathan Canfield, Stroock & Stroock & Lavan LLP
* Ryan Preston Dahl, Weil, Gotshal & Manges LLP
* Christopher Greco, Kirkland & Ellis LLP
* Vincent Indelicato, Proskauer Rose LLP
* Brian J. Lohan, Arnold & Porter Kaye Scholer LLP
* Jennifer Marines, Morrison & Foerster LLP
* Christine A. Okike, Skadden, Arps, Slate, Meagher
& Flom LLP
* Peter B. Siroka, Fried, Frank, Harris, Shriver &
Jacobson LLP
* Matthew B. Stein, Kasowitz Benson Torres LLP
* Eli Vonnegut, Davis Polk & Wardwell LLP
* Matthew L. Warren, Latham & Watkins LLP
You can learn more about the honorees at
https://www.distressedinvestingconference.com/turnarounds--workouts-2018-outstanding-young-restructuring-lawyers.html
Earlier in the day, the Distressed Investing 2018 Conference will
offer attendees the latest insights and information on distressed
investing and bankruptcy from seasoned corporate restructuring
professionals. And, after a quarter of a century, the conference's
subject matter and presenters are as relevant today as they were
when we began. The developing agenda can be viewed at
https://www.distressedinvestingconference.com/agenda.html
We are also pleased to partner this year with both long-time and
new sponsors including:
Corporate Sponsors:
* Conway MacKenzie
* DSI
* Foley & Lardner LLP
* Milbank
* Morrison & Foerster LLP
Knowledge Partner:
* Pacer Monitor
Media Sponsors:
* Debtwire
* Financial Times
Visit https://www.distressedinvestingconference.com/ for
registration details and information about this year's conference
agenda as well as highlights from past conferences.
To learn how you can be a sponsor and participate in shaping the
day-long program, contact:
Bernard Tolliver at bernard@beardgroup.com
or Tel: (240) 629-3300 x-149
To learn about media sponsorship opportunities to bring your outlet
into the view of leaders in corporate restructuring, lending and
debt and equity investments, and to expand your network of news
sources, contact:
Jeff Baxt at jeff@beardgroup.com
or (240) 629-3300, ext 150
Beard Group, Inc., publishes Turnarounds & Workouts, Troubled
Company Reporter, and Troubled Company Prospector. Visit
http://bankrupt.com/freetrial/for a free trial subscription to one
or more of Beard Group's corporate restructuring publications.
[^] BOOK REVIEW: Inside Investment Banking, Second Edition
----------------------------------------------------------
Author: Ernest Bloch
Publisher: Beard Books
Softcover: 440 Pages
List Price: US$34.95
Order your personal copy at
http://www.beardbooks.com/beardbooks/inside_investment_banking.html
Even though Bloch states that "no last word may ever be written
about the investment banking industry," he nonetheless has written
a definitive book on the subject.
Bloch wrote Inside Investment Banking after discovering that no
textbook on the subject was available when he began teaching a
course on investment banking. Bloch's book is like a textbook,
though one not meant to be limited to classroom use. It's a
complete, knowledgeable study of the structure and operations of
the field of investment banking. With a long career in the field,
including work at the Federal Reserve Bank of New York, Bloch has
the background for writing the book. He sought the input of many
of his friends and contacts in investment banking for material as
well as for critical guidance to put together a text that would
stand the test of time.
While giving a nod to today's heightened interest in the innovative
securities that receive the most attention in the popular media,
Inside Investment Banking concentrates for the most part on the
unchanging elements of the field. The book takes a subject that
can appear mystifying to the average person and makes it
understandable by concentrating on its central processes,
institutional forms, and permanent aims. The author shows how all
aspects of the complex and ever-changing field of investment
banking, including its most misunderstood topic of innovative
securities, leads to a "financial ecology" which benefits business
organizations, individual investors in general, and the economy as
a whole. "[T]he marketplace for innovative securities becomes,
because of its imitators, a systematic mechanism for spreading risk
and improving efficiency for market makers and investors," says
Bloch.
For example, Bloch takes the reader through investment banking's
"market making" which continually adapts to changing economic
circumstances to attract the interest of investors. In doing so,
he covers the technical subject of arbitrage, the role of the
venture capitalist, and the purpose of initial public offerings,
among other matters. In addition to describing and explaining the
abiding basics of the field, Bloch also takes up issues regarding
policy (for example, full disclosure and government regulation)
that have arisen from the changes in the field and its enhanced
visibility with the public. In dealing with these issues, which
are to a large degree social issues, and similar topics which
inherently have no final resolution, Bloch deals indirectly with
criticisms the field has come under in recent years.
Bloch cites the familiar refrain "the more things change, the more
they remain the same" and then shows how this applies to investment
banking. With deregulation in the banking industry, globalization,
mergers among leading investment firms, and the growing number of
individuals researching and trading stocks on their own, there is
the appearance of sweeping change in investment banking. However,
as Inside Investment Banking shows, underlying these surface
changes is the efficiency of the market.
Anyone looking for an authoritative work covering in depth the
fundamentals of the field while reflecting both the interest and
concerns about this central field in the contemporary economy
should look to Bloch's Inside Investment Banking.
After time as an economist with the Federal Reserve Bank of New
York, Ernest Bloch was a Professor of Finance at the Stern School
of Business at New York University.
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors.
Copyright 2018. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers. Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.
The TCR subscription rate is $975 for 6 months delivered via
e-mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each. For subscription information, contact Peter A.
Chapman at 215-945-7000.
*** End of Transmission ***