/raid1/www/Hosts/bankrupt/TCR_Public/181102.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, November 2, 2018, Vol. 22, No. 305
Headlines
123 GRAND: Unsecured Creditors to Receive Full Payment Under Plan
342 58 STREET: Hires Backenroth Frankel as Counsel
ACIS CAPITAL: Trustee Seeks to Expand Scope of Winstead Services
ACME INVESTMENT: Allowed to Use Compass Bank Cash Collateral
ACME INVESTMENT: Has Approval on Interim Use of IRS Cash Collateral
AIR 2 US: Moody's Puts Caa2 Rating on ABCD Notes on Review
AK CAFE: Hires Pick & Zabicki LLP as Counsel
AMSTED INDUSTRIES: S&P Affirms 'BB' ICR, Outlook Stable
AMY ELECTRIC: Unsecureds to Get $6,548 Per Quarter for 60 Months
APPALACHIAN LIGHTING: Taps Bernstein-Burkley as Co-Counsel
ASPEN MANOR: Hires Feldman Sablosky Massoni as Accountant
AUTUMN CAB: Taps Alla Kachan PC as Attorney
AUTUMN CAB: Taps Wisdom Professional as Accountant
BEN-BELLA TRANS: Taps Alla Kachan as Legal Counsel
BEN-BELLA TRANS: Taps Wisdom Professional as Accountant
BEP ULTERRA: S&P Assigns 'B-' Issuer Credit Rating, Outlook Stable
BLACK IRON: Taps Kary Jensen as Mining Operations Expert
CARBONDALE AREA SD: S&P Cuts Rating on 2010 GO Bonds to BB
CHESAPEAKE ENERGY: Notifies Holders of Their Repurchase Option
CHESAPEAKE ENERGY: S&P Puts 'B' ICR on CreditWatch Positive
CHINA FISHERY: CFGI Can Satisfy Arbitration Award v. Grand Success
COUREY'S FLOORS: Hires Buddy D. Ford, P.A., as Attorney
COWLITZ TRIBAL: Moody's Raises CFR to B2 on Strong Performance
CROWN SUBSEA: S&P Affirm 'B' Rating on New Secured Loans
CYRILLA LANDSCAPING: Dec. 20 Plan Confirmation Hearing Set
DAE FUNDING: S&P Rates Senior Unsecured Notes Due 2023 'BB+'
DALMATIAN FIRE: Taps TimeRedeemed as Controller
DAYMARK SOLUTIONS: Seeks Authorization on Cash Collateral Use
DENBURY RESOURCES: S&P Puts 'B-' ICR on CreditWatch Positive
DORIAN LPG: Incurs $8.2 Million Net Loss in Second Quarter FY 2019
DUMITRU MEDICAL: Hire Strobl & Sharp as Bankruptcy Counsel
ELEMENTS BEHAVIORAL: Can Borrow $3.8M Thru Nov. 6
ENERSYS: Moody's Alters Outlook on Ba1 CFR to Negative
EPW LLC: Unsecured Creditors to Recover 25% Under Liquidation Plan
EYEPOINT PHARMACEUTICALS: Amended Form S-3 Filed with the SEC
EYEPOINT PHARMACEUTICALS: Appoints John Landis to its Board
FABRIC FANATICS: Seeks Authorization on Cash Collateral Use
FIELDPOINT PETROLEUM: Stockholders Elect Three Directors
FRONTERA GENERATION: S&P Affirms 'BB' Rating on $805MM Sec. Loans
GARDNER DENVER: Moody's Hikes CFR to Ba3, Outlook Stable
GEA SEASIDE: Disclosure Statement Hearing Set for Nov. 8
HICKORY OPERATING 3: Hires Darby Law as Bankruptcy Counsel
HICKORY OPERATING 3: Taps Equity Partners as Agent to Market Assets
INFOR INC: Fitch Withdraws B LT IDR Due to Commercial Reasons
ISLAND FESTIVAL: Plan Outline Okayed, Plan Hearing on Dec. 7
JACK COOPER: Moody's Assigns Caa1 CFR, Outlook Stable
JAGUAR HEALTH: Sabby Healthcare Acquires 5.13% Stake as of Oct. 29
JONES ENERGY: Reports Third Quarter Net Loss of $35.4 Million
KAIROS HOMES: Seeks Authorization to Use Sale Proceeds
KCST USA: Wants to Continue Using Cash, Extend Loan Facility
KORE WIRELESS: Moody's Assigns B3 CFR, Outlook Stable
KORE WIRELESS: S&P Assigns B- Issuer Credit Rating, Outlook Stable
LMBE-MC HOLDCO II: S&P Assigns Prelim BB- Rating on Secured Debt
LSC COMMUNICATIONS: S&P Puts 'B+' ICR on CreditWatch Positive
MEGHA LLC: Gets Authorization on Interim Use of Cash Collateral
MESOBLAST LIMITED: Expands Partnership with Japan's JCR
MEYZEN FAMILY: Allowed to Use Cash Collateral on Interim Basis
MISSION COAL: Gets Interim Access to $25M in DIP Financing
MISSION COAL: Sec. 341 Meeting Set for Nov. 20
MITE LLC: Seeks Approval on Consensual Use of Cash Collateral
MOHEGAN TRIBAL: Moody's Review B2 CFR for Downgrade Amid Debt
MONITRONICS INTERNATIONAL: Will Report Q3 Results on Nov. 5
MOSSY METALS: Plan Outline Okayed, Plan Hearing on Dec. 11
MRPC CHRISTIANA: Court Denies Ch. 11 Trustee Appointment Bid
NSC WHOLESALE: Nov. 2 Meeting Set to Form Creditors' Panel
ODYSSEY LOGISTICS: Moody's Affirms B2 CFR, Outlook Stable
PETERSON PRODUCE: No Creditors' Committee Appointed
PINNACLE ENTERTAINMENT: S&P Withdraws 'B+' Issuer Credit Rating
QUAD/GRAPHICS INC: S&P Puts 'BB-' ICR on CreditWatch Negative
QUIKRETE HOLDINGS: S&P Alters Outlook to Negative & Affirms BB ICR
QUOTIENT LIMITED: 8 Directors Re-elected to Board
S&K MACHINEWORKS: Unsecureds to Receive 7% of Allowed Claim
SALMON FALLS: Nov. 27 Disclosure Statement Hearing
SEARS HOLDINGS: Clover Tech. Objects to Store Closing Sales
SEARS HOLDINGS: Final Hearing on DIP Financing Set for Nov. 15
SEARS HOLDINGS: Landlords Object to Store Closing Sales
SERVICE PAINTING: Wants to Use Cash Collateral Until Jan. 11
SPA 810: Plan Outline Okayed, Plan Hearing on Dec. 10
STAR MOUNTAIN: Nov. 5 Plan Confirmation Hearing Set
TALEN ENERGY: Moody's Affirms B2 CFR, Outlook Stable
TECHNOLOGY SOLUTIONS: Public Foreclosure Sale Slated for Nov. 8
TECTA AMERICA: S&P Assigns B Issuer Credit Rating, Outlook Stable
THISTLE FOUNDRY: Seeks Access to $22,750 in Cash Collateral
TOYS R US: Exclusive Plan Filing Period Extended Thru Nov. 12
VERRINO CONSTRUCTION: Allowed to Use FC Marketplace Cash Collateral
WEDDINGWIRE INC: Moody's Assigns B3 CFR, Outlook Stable
WELDED CONSTRUCTION: U.S. Trustee Forms 7-Member Committee
WESTMORELAND COAL: Files Exit Plan, Proposes to Sell Core Assets
XPERI CORP: Moody's Cuts CFR to B1 & Alters Outlook to Stable
[*] T&W Fetes 12 Outstanding Young Restructuring Lawyers Nov. 26
*********
123 GRAND: Unsecured Creditors to Receive Full Payment Under Plan
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123 Grand LLC filed with the U.S. Bankruptcy Court for the Eastern
District of New York a disclosure statement for its proposed plan
of reorganization dated Oct. 26, 2018.
In January 2018, the Debtor entered into a contract of sale with A
to Z Holding Company, Inc. to purchase the real properties located
at 123-23 Grand Street, 228 Berry Street, Brooklyn, New York,
designated as Blocks 2379, Lots 24, 27, and 29, on the Kings County
Tax Map. In connection with the Contract, A to Z received an
initial $700,000 deposit. Since the execution of the original
Contract, there have been several extensions and in connection with
the extensions, the deposit under the Contract was increased to
$1,100,000 all of which is now non-refundable.
Prior to the Petition Date, A to Z granted the Debtor a final
extension of the deadline to close to Oct. 10, 2018, with time
being of the essence. Being unable to close by that date and unable
to confirm an additional extension of the closing date with the
Seller, the Debtor filed for Chapter 11 protection to preserve its
$1,100,000 deposit and its rights under the Bankruptcy Court. The
Contract deposit was increased to $1,250,000 as a result of a
post-petition amendment to the Contract that provides for
confirmation of the Plan with A to Z's consent. The increased
deposit of $150,000 was funded by a non-Debtor third-party and is
currently held in escrow. The amendment is subject to approval by
the Court, which the Debtor is seeking by separate motion under
Bankruptcy Rule 9019. The Debtor intends to cure any defaults under
the Contract and perform its obligations under the Plan, and close
on the purchase of the Properties on or before Dec. 10, 2018.
The Plan provides for the immediate post-Effective Date closing
under the Contract which will be assumed by the Debtor and also
provides for a 100% distribution to Debtor's General Unsecured
Creditors on account of their allowed claims.
The payment of the balance of the Purchase Price due to A to Z and
all creditor distributions will be funded by the Post-Confirmation
Debtor or its Interest Holder, who will evidence its financial
ability to satisfy such payments prior to the confirmation
hearing.
A full-text copy of the Disclosure Statement is available for free
at:
http://bankrupt.com/misc/nyeb1-18-45824-11.pdf
About 123 Grand LLC
123 Grand LLC is a limited liability company based in Brooklyn, New
York, engaged in activities related to real estate. The Company is
currently under contract, via assignment, to purchase the real
property located at 121-123 Grand Street, Brooklyn, New York. The
Property is currently owned by A TO Z Holding Company, Inc. The
parties entered into a Real Estate Purchase and Sale Agreement
dated Jan. 16, 2018 to sell the Property to the Debtor for a
purchase price of $13,360,000. The Debtor's filing was precipitated
by the Debtor's need for additional time to consummate the Contract
with the Seller and to avoid losing its contract deposit of
$1,100,000.
123 Grand filed for chapter 11 bankruptcy protection (Bankr.
E.D.N.Y Case No. 18-45824) on Oct. 10, 2018, listing its estimated
assets at $10 million to $50 million and estimated liabilities at
$100,000 to $500,000. The petition was signed by David L. Smith,
manager.
Judge Elizabeth S. Stong presides over the case.
342 58 STREET: Hires Backenroth Frankel as Counsel
--------------------------------------------------
342 58 Street Re LLC seeks authority from the United States
Bankruptcy Court for the Southern District of New York (White
Plains) to hire Backenroth Frankel & Krinsky, LLP, as counsel to
the Debtor.
The professional services BFK will render are:
a. provide the Debtor with legal counsel regarding her powers
and duties as a debtor-in possession in the continued operation of
its business and management of its property during the Chapter 11
case;
b. prepare on behalf of the Debtor all necessary applications,
answers, orders, reports, and other legal documents which may be
required with the Chapter 11 case;
c. provide the Debtor with legal services regarding
formulating and negotiating a plan of reorganization with
creditors; and
d. perform such other legal services for the Debtor as
required during the Chapter 11 case, including but not limited to,
the institution of actions against third parties, objections to
claims, and the defense of actions which may be brought by third
parties against the Debtor.
The Debtor paid BFK $25,000 as and for its initial retainer before
the petition was filed.
BFK's hourly rates are:
Paralegal time $125
Scott A. Krinsky $505
Mark A. Frankel $575
Abraham J. Backenroth $605
Mark A. Frankel, member of the firm of Backenroth Frankel &
Krinsky, attests that the members and associates of BFK and are
disinterested parties within the meaning of 11 U.S.C. Sec. 101(14)
and have no interest adverse to the Debtor's estate, its respective
creditors, the Office of the United States Trustee, or any other
party in interest, or their respective attorneys and accountants.
The counsel can be reached at:
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
About 342 58 Street Re
342 58 Street Re LLC is a privately held company in Boca Raton,
Florida engaged in activities related to real estate.
342 58 Street Re LLC filed a voluntary petition under Chapter 11
of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 18-23651) on
October 24, 2018. In the petition signed by David Goldwasser,
authorized signatory of GC Realty Advisors, workout manager, the
Debtor estimated $100,000 to $500,000 in assets and $1 million to
$10 million in liabilities.
Judge Robert D. Drain is assigned to the case.
Backenroth Frankel & Krinsky, LLP, led by Mark A. Frankel,
represents the Debtor.
ACIS CAPITAL: Trustee Seeks to Expand Scope of Winstead Services
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Robin Phelan, the Chapter 11 trustee for Acis Capital Management,
LP, and Acis Capital Management GP, LLC, seeks court approval to
expand the scope of Winstead PC's services.
In his supplemental application filed with the U.S. Bankruptcy
Court for the Northern District of Texas, the trustee requested
that the scope of Winstead's employment as special counsel include
these services nunc pro tunc to June 21, 2018:
(a) Any litigation against Highland Capital Management, LP and
any of its affiliates, including Highland CLO Funding, Ltd.,
Highland CLO Management, Ltd. and Highland CLO Holdings, Ltd.;
(b) Any litigation in or arising from adversary proceedings
(Case Nos. 18-03078 and 18-03212) including any related adversary
proceedings or other proceedings, claims, counterclaims,
third-party claims, causes of action, objections, and defenses
raised therein; and
(c) Any appeals from orders or judgments entered in the Debtors'
bankruptcy cases or related adversary proceedings, including but
not limited to case numbers 3:18-cv01810-D, 3:18-cv-01817-D,
3:18-CV-01822-D, and 3:18-CV-01900-D, currently pending in the
Northern District of Texas (and any subsequent appeals therefrom).
The trustee also requested that Winstead be reimbursed by the
bankruptcy estates for expenses incurred by the firm during its
retention, pursuant to section 330(a)(1)(B) of the Bankruptcy Code,
notwithstanding the scope of its retention.
About Acis Capital Management
On Jan. 30, 2018, Joshua N. Terry, as petitioning creditor, filed
an involuntary petition against Acis Capital Management, L.P.,
thereby initiating the Acis LP bankruptcy case. Mr. Terry, as
petitioning creditor, also filed an involuntary petition against
Acis Capital Management GP, thereby initiating the Acis GP
bankruptcy case.
On April 13, 2018, after six days of testimony and argument, the
Bankruptcy Court entered its findings of fact and conclusions of
law in support of orders for relief on the involuntary bankruptcy
petitions.
Also on April 13, 2018, Diane Reed was appointed as interim Chapter
7 trustee for the Debtors' bankruptcy estates. On April 18, 2018,
the Court entered its order directing that the cases be jointly
administered under Case No. 18-30264 (Bankr. N.D. Tex.).
The Hon. Stacey G. Jernigan presides over the cases.
On May 4, 2018, the Chapter 7 Trustee filed a motion to convert the
cases to Chapter 11. On May 11, 2018, the Court entered an order
granting the Conversion Motion.
On May 14, 2018, the United States Trustee appointed Robin Phelan
as Chapter 11 trustee of the Debtors. Phelan has hired Forshey &
Prostok, LLP as counsel; Winstead PC, as special counsel; and
Miller Buckfire & Co., LLC and Stifel, Nicolaus & Co., Inc., each a
wholly owned subsidiary of Stifel Financial Corp., as their
financial advisors and investment bankers.
The U.S. Bankruptcy Court has conditionally approved the disclosure
statement with respect to the First Amended Joint Plan filed by
Acis Capital Management, L.P., and Acis Capital Management GP, LLC,
and fixed August 21, 2018 as the hearing on final approval of the
disclosure statement, and for the hearing on confirmation of the
Plan.
ACME INVESTMENT: Allowed to Use Compass Bank Cash Collateral
------------------------------------------------------------
The Hon. Craig A. Gargotta of the Bankruptcy Court for the Western
District of Texas has entered an agreed interim order authorizing
ACME Investment Corporation to use the cash collateral of the
Compass Bank, N.A.
The Debtor is authorized to use Cash Collateral until November 30,
2018, solely for the purpose of funding its operations pursuant to
and in accordance with the Approved Budget. The Debtor will not
incur or pay for expenses in an amount that exceeds each line item
in the Approved Budget by 10% or more without Compass Bank's
written consent.
The court has a final hearing on the Debtor's Motion to Use Compass
Bank's Cash Collateral for Nov. 26, 2018 at 10:00 a.m.
Compass Bank has two claims from two loans with balances which
total approximately $3,531,117 as of the Petition Date, together
with interest accruing thereafter and expenses pursuant to the
terms and provisions of the note(s), deed(s) of trust and other
loan documents and instruments executed in connection with those
extensions of credit.
Pursuant to the Loan Agreements all existing cash and cash
equivalents in the Debtor's bankruptcy estate as of the Petition
Date, and all cash and cash equivalent proceeds of the Prepetition
Collateral arising hereafter, secure Compass Bank's claim and
constitute Compass Bank Cash Collateral.
Compass Bank is granted a valid, perfected and enforceable priority
replacement lien and security interest equivalent to a lien granted
under Section 364(d) of the Code, having the same priority over all
other creditors as Compass Bank's lien position prior to the Debtor
filing for bankruptcy protection in this case, in and upon all of
the presently existing and hereafter acquired or arising property
of the Debtor and the Debtor's bankruptcy estate.
However: (i) Compass Bank's liens in tangible personal property
owned by the Debtor prepetition will be limited to those items
subject to valid security interests recorded in accordance with
applicable state law; (ii) Compass Bank's liens in tangible
personal property acquired by the Debtor post-petition will be
limited to those items constituting proceeds of Compass Bank's
prepetition collateral or proceeds of Cash Collateral.
Moreover, the Debtor is required to do the following during the
interim period:
(a) make monthly payments in the amount of $8,186 and $15,352
to Compass Bank on or before the 2th of each month;
(b) execute and deliver to Compass Bank all such agreements,
financing statements, instruments and other documents as Compass
Bank may reasonably request to evidence, confirm, validate or
perfect the liens granted pursuant to the Agreed Interim Order;
(c) deliver a copy of its Monthly Operating Report to the
Compass Bank's counsel by the 25th day of each month;
(d) deliver to Compass Bank on a monthly basis copies of
payments to employees and copies of payments on Sales Tax;
(e) continue to maintain, insure and otherwise preserve and
protect all Prepetition and Post-Petition Collateral; and
(f) provide all financial and other reports required to be
provided to Compass Bank under the Loan Agreements.
A full-text copy of the Agreed Interim Order is available at
http://bankrupt.com/misc/txwb18-52054-29.pdf
About Acme Investment Corporation
Founded in 1985, ACME Investment Corporation operates a bowling
center known as Oak Hills Lanes located near the corner of
Fredricksburg and Callaghan Road in Northwest San Antonio. The
bowling center has 32 lanes with a full bar, snack bar and private
party room. Ken Cobb is its president and owns 100% of Acme's
stock. The company previously sought bankruptcy protection on Oct.
29, 2015 (Bankr. W.D. Tex. Case No. 15-52609).
ACME Investment Corporation, based in San Antonio, TX, filed a
Chapter 11 petition (Bankr. W.D. Tex. Case No. 18-52054) on Aug.
31, 2018. The Hon. Craig A. Gargotta presides over the case.
James S. Wilkins, Esq., at Willis & Wilkins, L.L.P., serves as
bankruptcy counsel. In the petition signed by Ken Cobb, president,
the Debtor estimated $0 to $50,000 in assets and $1 million to $10
million in liabilities.
ACME INVESTMENT: Has Approval on Interim Use of IRS Cash Collateral
-------------------------------------------------------------------
The Hon. Craig A. Gargotta of the Bankruptcy Court for the Western
District of Texas has entered an agreed interim order authorizing
ACME Investment Corporation to use the cash collateral of the
Internal Revenue Service.
A final hearing on the Debtor's Motion to Use Internal Revenue
Service's Cash Collateral is scheduled to take place on Nov. 26,
2018 at 10:00 a.m.
As of the Petition Date federal tax liens totaling $390,000
securing IRS claims for prepetition 941 taxes have been filed. The
IRS has agreed to an interim use of the Prepetition Collateral by
the Debtor, including any and all Cash Collateral.
The IRS is granted a priority replacement lien on all inventory and
accounts receivable acquired by the Debtor since the filing of the
petition. The Court ratified and confirmed the IRS' lien on the
Debtor's inventory, accounts and fixtures perfected by the IRS
prior to the filing of the Debtor's petition in this case, with
such lien and replacement lien to continue until further order of
the Court or confirmation of a Plan of Reorganization to the extent
necessary to preserve the IRS' statutory lien position.
Since the Court has not made any determination as to the lien
priority of Compass Bank versus the loan priority of the IRS, or
vice versa, the replacement liens granted to Compass Bank and to
the IRS are in the same priority as were their respective lien
positions prior to the Debtor filing for bankruptcy protection in
this case.
In addition, the Debtor is required to:
(a) maintain insurance on all business assets and will provide
written evidence of same to the IRS;
(b) remain current on all tax obligations, including but not
limited to deposit of employee withholdings for income, Social
Security taxes and hospital insurance (Medicare) and employer's
contribution for Social Security taxes and deposit of excise tax,
if applicable;
(c) file all present and future tax returns as they become
due;
(d) provide Special Procedures Branch, Austin District,
(Internal Revenue Service Special Procedures Branch Attn: Keri
Templeton 300 E. 8th St. Stop 5026AUS Austin, Texas 78701), the
Monthly Operating Report at the same time that the Report is filed
with the Court and provided to the US Trustee;
(e) remain current as to all tax obligations, including, but
not limited to, depositing employee withholding for income, social
security taxes and hospital insurance (Medicare) and employer's
contribution to social security taxes and deposit excise tax, if
applicable;
(f) file its Plan of Reorganization and Disclosure Statement
within 120 days of the petition date and the Debtor will receive
confirmation of a Plan within 180 days of Petition date subject to
further order of the Court;
(g) make its quarterly tax deposits from this day forward on
and provide proof of same to the IRS and Gary Wright, Assistant
United States Attorney.
A full-text copy of the Agreed Interim Order is available at
http://bankrupt.com/misc/txwb18-52054-30.pdf
About Acme Investment Corporation
Founded in 1985, ACME Investment Corporation operates a bowling
center known as Oak Hills Lanes located near the corner of
Fredricksburg and Callaghan Road in Northwest San Antonio. The
bowling center has 32 lanes with a full bar, snack bar and private
party room. Ken Cobb is its president and owns 100% of Acme's
stock. The company previously sought bankruptcy protection on Oct.
29, 2015 (Bankr. W.D. Tex. Case No. 15-52609).
ACME Investment Corporation, based in San Antonio, TX, filed a
Chapter 11 petition (Bankr. W.D. Tex. Case No. 18-52054) on Aug.
31, 2018. The Hon. Craig A. Gargotta presides over the case.
James S. Wilkins, Esq., at Willis & Wilkins, L.L.P., serves as
bankruptcy counsel. In the petition signed by Ken Cobb, president,
the Debtor estimated $0 to $50,000 in assets and $1 million to $10
million in liabilities.
AIR 2 US: Moody's Puts Caa2 Rating on ABCD Notes on Review
----------------------------------------------------------
Moody's Investors Service has placed the rating of the Series B
Enhanced Equipment Notes issued by Air 2 US on review for upgrade.
The complete rating action is as follows:
Issuer: Air 2 US, Series A, B, C, D Enhanced Equipment Notes
Ser. B, Caa2 (sf) Placed Under Review for Possible Upgrade;
previously on Aug 25, 2004 Confirmed at Caa2 (sf)
RATINGS RATIONALE
The review action reflects the identification of an error that
resulted in the projection of lower lease income than is payable
under the Initial Subleases in accordance with the Payment Recovery
Agreement.
In the June 2015 and February 2017 rating actions, five leases
expiring in July 2019 were incorrectly modeled to expire in June
2018 and four leases expiring in September 2019 were incorrectly
modeled to expire in September 2018. Only the Series B Notes have
been placed on review for upgrade because of the priority of
payments and the degree to which the corrected additional cash
flows are likely to impact the different classes of notes.
The principal methodology used in this rating was "Moody's Approach
To Pooled Aircraft-Backed Securitization" published in March 1999.
Factors that would lead to an upgrade or downgrade of the rating:
Increase or decrease in the credit quality of United Airlines,
Inc., the sublessee of the transaction.
AK CAFE: Hires Pick & Zabicki LLP as Counsel
--------------------------------------------
Akcafe of New York LLC dba Babylon Hookah Lounge seeks authority
from the US Bankruptcy Court for Southern District of New York
(Manhattan) to hire Pick & Zabicki LLP as counsel.
Services to be rendered by P&Z are:
a. advise the Debtor with respect to its rights and duties as
a debtor-in-possession;
b. assist and advise the Debtor in the preparation of its
financial statements, schedules of assets and liabilities,
statement of financial affairs and other reports and documentation
required pursuant to the Bankruptcy Code and the Bankruptcy Rules;
c. represent the Debtor at all hearings and other proceedings
relating to its affairs as a Chapter 11 Debtor;
d. prosecute and defend litigated matters that may arise
during the Chapter 11 cases;
e. assist the Debtor in the formulation and negotiation of a
plan of reorganization and all related transactions;
f. assist the Debtor in analyzing the claims of creditors and
in negotiating with such creditors;
g. prepare any and all necessary motions, applications,
answers, orders, reports and papers in connection with the
administration and prosecution of the Debtor's Chapter 11 case;
and
h. perform such other legal services as may be required and
deemed to be in the interest of the Debtor in accordance with its
powers and duties as set forth in the Bankruptcy Code.
Pick & Zabicki will be paid at these hourly rates:
Partners $350 to $425
Associates $250
Paraprofessionals $125
Pick & Zabicki received a retainer in the amount of $17,000,
inclusive of $2,000 for expenses and filing fee.
Douglas J. Pick, a partner at Pick & Zabicki, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estates.
Pick & Zabicki can be reached at:
Douglas J. Pick, Esq.
PICK & ZABICKI LLP
369 Lexington Avenue, 12th Floor
New York, NY 10017
Tel: (212) 695-6000
Fax : (212) 695-6007
Email: dpick@picklaw.net
About Akcafe of New York
Akcafe of New York LLC, d/b/a Babylon Hookah Lounge, is a New York
limited liability company engaged in tge operation of a restaurant
providing Turkish cuisine located at 208 East 34th Street, New
York.
Akcafe of New York filed a voluntary petition for relief under
Chapter 11 of title 11 of the United States Bankruptcy Code (Bankr.
S.D.N.Y. Case No. 18-13052) on Oct. 5, 2018, estimating $100,001 to
$500,000 in assets and $500,001 to $1 million in liabilities.
Douglas J. Pick at Pick & Zabicki LLP serves as counsel to the
Debtor.
AMSTED INDUSTRIES: S&P Affirms 'BB' ICR, Outlook Stable
-------------------------------------------------------
S&P Global Ratings affirmed all of its ratings, including its 'BB'
issuer credit rating, on Chicago-based Amsted Industries Inc. The
outlook is stable.
Amsted has an ESOP ownership structure and is an employee-owned
company. S&P said, "Previously, we did not treat Amsted's
requirement to repurchase shares from its ESOP participants under
certain circumstances as a debt-like obligation, which constituted
a misapplication of our criteria. We now adjust debt by adding back
the present value of our estimate of future share repurchases. Our
revised approach does not change our 'BB' issuer credit rating on
Amsted."
The stable outlook on Amsted reflects S&P Global Ratings'
expectation that the company will maintain adjusted FOCF to debt of
between 5% and 10% (including the ESOP obligation) over the next 12
months. S&P expects this to be supported by strong demand in the
heavy truck end market, recovery in the railcar industry, and
potential for sizable ESOP share redemptions. This incorporates
expectations that the company will sustain EBITDA margins in the
18% area and continue to generate good FOCF, which together with
its current excess cash reserves should provide it with capacity to
meet its ESOP share-repurchase obligations.
S&P said, "Although unlikely over the next 12 months, given the
current strength of Amsted's key end markets, we could lower our
ratings on the company if its FOCF to debt (including ESOP
obligations) decreases to less than 5% and we expect the company to
sustain this reduced level of cash flow generation." This could
occur if it experiences meaningful deterioration in its
profitability and or if substantial ESOP redemptions meaningfully
exceed its free cash flow generation, forcing the company to
meaningfully draw on its revolving credit facility.
S&P said, "We are unlikely to raise the rating over the next 12
months, due to the impact of sizable ESOP share-repurchase
requirements. To consider potential upside, we would expect the
number of ESOP shares eligible for repurchase to decline and the
outflows around these repurchases, over a 24-month period, to be
more manageable. We could also raise our ratings if the company
improves its geographic diversity and meaningfully increases the
proportion of aftermarket revenues, which would soften the cyclical
highs and lows in the original equipment manufacturers markets."
AMY ELECTRIC: Unsecureds to Get $6,548 Per Quarter for 60 Months
----------------------------------------------------------------
At the October 11 hearing on the confirmation of Amy Electric,
Inc.'s plan of reorganization, the Court directed the Debtor to
submit an amended Plan and accompanying disclosure statement.
Subsequently, the Debtor filed a Second Amended Plan and Disclosure
Statement that provides that Class 3 Allowed General Unsecured
Claims in the amount of $130,975.80 will be paid on a pro rata
basis in the amount of $6,548.79 quarterly for a period of 60
months.
Class 2 Allowed Secured Claims of Adena Clayton, All Star and the
Internal Revenue Service are secured by its liens and security
interests upon a 2003 Dodge Dakota and 1998 Ford E-250
respectively. Class 2 also consists of the Allowed Secured Claim of
the Internal Revenue Service pursuant to the Agreed Order for Use
of Cash Collateral.
The Debtor will pay the Allowed Secured Claim of Adena Clayton at
$300.00 per month for five months for a total of $1,500.00. The
Debtor will pay the Allowed Secured Claim of All Star at $100 per
month for five months for a total of $500.00.
The Debtor has paid for 7 months, the amount of $1,300.00 per month
to the Internal Revenue Service, pursuant to the Agreed Order for
Use of Cash Collateral, and will continue to pay the Allowed
Secured Claim of the Internal Revenue Service of $69,035.13 the
quarterly amount of $4,363.08 at an interest rate of 5% for the
next 53 months.
A copy of the Second Amended Disclosure Statement from
PacerMonitor.com is available at https://tinyurl.com/y7gm94s5 at no
charge.
About Amy Electric
Amy Electric, Inc., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Ohio Case No. 18-51225) on March 7,
2018. In the petition signed by Michael Yoder, president, the
Debtor estimated assets of less than $100,000 and liabilities of
less than $500,000. Judge C. Kathryn Preston presides over the
case. The Debtor tapped Nobile & Thompson Co., L.P.A., as its
legal counsel.
APPALACHIAN LIGHTING: Taps Bernstein-Burkley as Co-Counsel
----------------------------------------------------------
Appalachian Lighting Systems, Inc., a/k/a ALLED, seeks approval
from the U.S. Bankruptcy Court for the Western District of
Pennsylvania to hire Bernstein-Burkley, PC, as co-counsel.
The professional services that Bernstein are to render are:
a. provide ALSI legal advice with respect to its powers and
duties as Debtor-in-Possession in the continued operation of its
business and management of its property;
b. prepare on behalf of ALSI, as Debtor-in-Possession,
necessary applications, Answers, Orders, reports and other legal
papers;
c. perform all other legal services for ALSI as
Debtor-in-Possession which may be necessary.
Kirk B. Burkley, Esq. of Bernstein-Burkley, P.C attests that he and
the Firm are disinterested "persons" within the meaning of Section
101(14) and 327 of the Bankruptcy Code.
Bernstein-Burkley, P.C. received a retainer in the amount of
$5,000.00.
The firm can be reached through:
Kirk B. Burkley, Esq.
BERNSTEIN-BURKLEY, P.C.
707 Grant Street, 2200 Gulf Tower
Pittsburgh, PA 15219
Phone: (412) 456-8100
Fax: (412) 456-8135
E-mail: rbernstein@bernsteinlaw.com
About Appalachian Lighting Systems
Founded in 2007, Appalachian Lighting Systems, Inc. --
http://www.alled.co/-- specializes in the development and
manufacturing process of solid-state lighting (SSL). The company
makes solid-state lighting solutions for small and large area
outdoor and indoor applications. These fixtures are engineered to
deliver at least 150,000 hours of maintenance-free operation and to
provide 70 to 90 percent energy savings compared to the traditional
lights they replace. The company is based in Ellwood City,
Pennsylvania, where it designs, engineers and manufactures its
product.
Appalachian Lighting Systems, based in Ellwood City, Pennsylvania,
filed a Chapter 11 petition (Bankr. W.D. Pa. Case No. 17-24454) on
Nov. 3, 2017. In the petition signed by James J. Wassel,
president, the Debtor estimated $1 million to $10 million in both
assets and liabilities. The Hon. Gregory L. Taddonio presides over
the case. Robert O Lampl, Esq., at the Law Office of Robert Lampl,
serves as bankruptcy counsel.
ASPEN MANOR: Hires Feldman Sablosky Massoni as Accountant
---------------------------------------------------------
Aspen Manor Condominium Association, Inc., seeks authority from the
U.S. Bankruptcy Court for the District of New Jersey to employ
Feldman Sablosky Massoni as accountant for the Debtor.
Feldman Sablosky Massoni will prepare the Federal Corporate income
tax returns for the years ended December 2012 through 2017.
Feldman Sablosky Massoni will charge $350 to $400 per year for its
services.
Bruce Feldman, CPA, with the firm Feldman Sablosky Massoni, attests
that his firm does not hold or represent an adverse interest to the
estate and is a "disinterested" under 11 U.S.C. 101(14).
The accountant can be reached through:
Bruce Feldman, CPA
Feldman Sablosky Massoni
977 Highway 33 West, Suite 201
Monroe Township, NJ 08831
Tel: 609-448-6500
Fax: 605-448-6555
About Aspen Manor Condominium Association
Aspen Manor Condominium Association, Inc., filed a Chapter 11
bankruptcy petition (Bankr. D.N.J. Case No. 18-30224-KCF) on Oct.
10, 2018, estimating under $1 million in assets and liabilities.
The Debtor hired Greenbaum Rowe Smith & Davis LLP, as attorney.
AUTUMN CAB: Taps Alla Kachan PC as Attorney
-------------------------------------------
Autumn Cab, Corp., seeks authority from the U.S. Bankruptcy Court
for the Eastern District of New York (Brooklyn) to hire to hire the
Law Offices of Alla Kachan, P.C., as its attorneys.
Services Kachan Law Office will render are:
a. assist the Debtor in administering this case;
b. make motions or take such action as may be appropriate or
necessary under the Bankruptcy Code;
c. represent the Debtor in prosecuting adversary proceedings
to collect assets of the estate and other actions as Debtor deem
appropriate;
d. take such steps as may be necessary for Debtor to marshal
and protect the estate's assets;
e. negotiate with the Debtor's creditors in formulating a plan
of reorganization for the Debtor in this case;
f. draft and prosecute the confirmation of the Debtor's plan
of reorganization in this case;
g. render additional services as the Debtor may require in
this case.
Kachan Law Office's regular rates range from $175 per hour for
clerks' and paraprofessionals' time, and $375 per hour for attorney
time.
Alla Kachan, Esq., member of the law firm of the Law Offices of
Alla Kachan, P.C., attests that his firm is a "disinterested
person" as that term is defined in Sec. 101(14) of the Bankruptcy
Code .
The firm can be reached through:
Alla Kachan, Esq.
Law Offices of Alla Kachan, P.C.
3099 Coney Island Avenue, 3rd Floor
Brooklyn, NY 11235
Phone: (718) 513-3145
Fax : (347) 342-3156
E-mail: alla@kachanlaw.com
About Autumn Cab, Corp.
Autumn Cab, Corp. is a taxi and limousine service based in
Brooklyn, New York.
Autumn Cab, Corp. filed a voluntary petition under chapter 11 of
the Bankruptcy Code (Bankr. E.D.N.Y. Case no. 18-45570) on Sept.
28, 2018. The Debtor estimated up to $50,000 in assets and
$500,000 to $1 million in liabilities. Alla Kachan, Esq., serves
as the Debtor's counsel.
AUTUMN CAB: Taps Wisdom Professional as Accountant
--------------------------------------------------
Autumn Cab, Corp. seeks authority from the U.S. Bankruptcy Court
for the Eastern District of New York (Brooklyn) to hire Wisdom
Professional Services, Inc., as accountant.
Wisdom Professional Services, Inc., will gather and verify all
pertinent information required to compile and prepare monthly
operating reports and prepare monthly operating reports for he
debtor in Bankruptcy Case no, 1-18-45570-cec.
Wisdom Professional Services will bill $300 per hour for its
services. The accountant received an initial retainer fee of
$2,000.
Michael Shtarkman, CPA with Wisdom Professional Services, Inc.,
attests that his firm is a disinterested entity as that term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Michael Shtarkman
Wisdom Professional Services, Inc.
2546 East 17th Street, 2nd Floor
Brooklyn, NY 11235
About Autumn Cab, Corp.
Autumn Cab, Corp., is a taxi and limousine service based in
Brooklyn, New York.
Autumn Cab filed a voluntary petition under chapter 11 of the
Bankruptcy Code (Bankr. E.D.N.Y. Case No. 18-45570) on Sept. 28,
2018. The Debtor estimated up to $50,000 in assets and $500,000 to
$1 million in liabilities. Alla Kachan, Esq., is the Debtor's
counsel.
BEN-BELLA TRANS: Taps Alla Kachan as Legal Counsel
--------------------------------------------------
Ben-Bella Trans, Corp., seeks authority from the U.S. Bankruptcy
Court for the Eastern District of New York (Brooklyn) to hire to
hire the Law Offices of Alla Kachan, P.C., as its attorneys.
Services Kachan Law Office will render are:
a. assist the Debtor in administering this case;
b. make motions or take such action as may be appropriate or
necessary under the Bankruptcy Code;
c. represent the Debtor in prosecuting adversary proceedings
to collect assets of the estate and other actions as Debtor deem
appropriate;
d. take such steps as may be necessary for Debtor to marshal
and protect the estate's assets;
e. negotiate with the Debtor's creditors in formulating a plan
of reorganization for the Debtor in this case;
f. draft and prosecute the confirmation of the Debtor's plan
of reorganization in this case;
g. render additional services as the Debtor may require in
this case.
Kachan Law Office's regular rates range from $175 per hour for
clerks' and paraprofessionals' time, and $375 per hour for attorney
time.
Alla Kachan, Esq., member of the law firm of the Law Offices of
Alla Kachan, P.C., attests that his firm is a "disinterested
person" as that term is defined in Sec. 101(14) of the Bankruptcy
Code .
The firm can be reached through:
Alla Kachan, Esq.
Law Offices of Alla Kachan, P.C.
3099 Coney Island Avenue, 3rd Floor
Brooklyn, NY 11235
Phone: (718) 513-3145
Fax: (347) 342-3156
E-mail: alla@kachanlaw.com
About Ben-Bella Trans, Corp.
Based in Brooklyn, New York, Ben-Bella Trans, Corp. is a privately
held company in the taxi and limousine service industry.
Ben-Bella Trans, Corp. filed a voluntary petition under chapter 11
of the Bankruptcy Code (Bankr. E.D.N.Y. Case no. 18-45558) on
September 27, 2018. In a petition signed by Benyamin Kinkov,
president, the Debtor estimates $196 in assets and $1,351,871 in
liabilities. Alla Kachan, Esq. at the LAW OFFICES OF ALLA KACHAN,
P.C. represents the Debtor as counsel.
BEN-BELLA TRANS: Taps Wisdom Professional as Accountant
-------------------------------------------------------
Ben-Bella Trans, Corp. seeks authority from the U.S. Bankruptcy
Court for the Eastern District of New York (Brooklyn) to hire
Wisdom Professional Services, Inc. as accountant.
Wisdom Professional Services, Inc. will gather and verify all
pertinent information required to compile and prepare monthly
operating reports and prepare monthly operating reports for he
debtor in Bankruptcy Case no, 1-18-45570-cec.
Wisdom Professional Services will bill $300.00 per hour for its
services. The accountant receive an initial retainer fee of
$2,000.00.
Michael Shtarkman, CPA, with Wisdom Professional Services, Inc.,
attests that his firm is a disinterested entity as that term is
defined in section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Michael Shtarkman
Wisdom Professional Services, Inc.
2546 East 17th Street, 2nd Floor
Brooklyn, NY 11235
About Ben-Bella Trans, Corp.
Based in Brooklyn, New York, Ben-Bella Trans, Corp. is a privately
held company in the taxi and limousine service industry.
Ben-Bella Trans, Corp. filed a voluntary petition under chapter 11
of the Bankruptcy Code (Bankr. E.D.N.Y. Case no. 18-45558) on
September 27, 2018. In a petition signed by Benyamin Kinkov,
president, the Debtor estimates $196 in assets and $1,351,871 in
liabilities. Alla Kachan, Esq. at the LAW OFFICES OF ALLA KACHAN,
P.C. represents the Debtor as counsel.
BEP ULTERRA: S&P Assigns 'B-' Issuer Credit Rating, Outlook Stable
------------------------------------------------------------------
On Oct. 30, 2018, S&P Global Ratings assigned its 'B-' issuer
credit rating to Fort Worth, Texas-based BEP Ulterra Holdings Inc.
The rating outlook is stable.
S&P said, "At the same time, we assigned our 'B-' issue-level
rating to the company's proposed $415 million senior secured term
loan. The recovery rating is '3', indicating our expectation of
meaningful (50%-70%; rounded estimate: 50%) recovery in the event
of payment default."
The ratings on Ulterra reflect its exposure to the highly
competitive and cyclical oilfield service industry, and in
particular to oil and gas drillers; relatively small size and
scale; narrow product line; and volatile earnings. These factors
are partially offset by the company's leading market share position
in key regions as well as its speed-to-market advantage and strong
profitability. The rating also reflects Ulterra's private equity
ownership, and S&P envisions debt to EBITDA of around 3x over the
next 12 months with adequate liquidity and moderate free cash
flow.
S&P said, "The stable outlook on Ulterra reflects our view that the
company will maintain credit measures in line with our expectations
such that FFO to debt averages above 20% over the next 12 months
with at least adequate liquidity.
"We could lower the rating if FFO to debt were to approach 12% or
if liquidity were to deteriorate. This could most likely occur due
to a slowdown in North American drilling activity due to
lower-than-expected hydrocarbon prices or higher than expected
capital spending.
"We could raise the rating on the company if it increases its scale
of operations to a level more consistent with higher rated peers
and further diversifies its product offerings both domestically and
internationally while sustaining FFO to debt above 20% and
maintaining liquidity."
BLACK IRON: Taps Kary Jensen as Mining Operations Expert
--------------------------------------------------------
Black Iron, LLC, seeks approval from the U.S. Bankruptcy Court for
the District of Utah to hire Kary Jensen as project management and
mining operations expert for Debtor.
Mr. Jensen will provide expert witness services which may include
the preparation of an expert report and testimony at deposition and
court proceedings. The scope of the engagement may change as the
Litigation proceeds.
The hourly rates to be charged by Jensen for his services are:
Drafting Rebuttal Expert Disclosure $100
Deposition Testimony $150
Trial Testimony $200
Kay Jensen assures the Court that he does not hold an interest
adverse to the Debtor or the chapter 11 bankruptcy estate with
respect to the matter on which he is to be employed.
The expert can be reached through:
Kary Jensen
4864 Jacquelyn Park Lane
Ogden, UT 84401
About Black Iron
Black Iron, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Utah Case No. 17-24816) on June 1, 2017.
In the petition signed by Steve L. Gilbert, its manager, the
Debtor estimated its assets and debt at $1 million to $10 million.
The Hon. William T. Thurman is the case judge.
The Debtor hired Adelaide Maudsley, Esq., and Ralph R. Mabey, Esq.,
at Kirton McConkie P.C., as bankruptcy counsel. The Debtor tapped
Gary Thorup, Esq., at Durham Jones, to serve as its special
litigation counsel; WSRP, LLC, as its accountant; and Alysen
Tarrant as its environmental consultant.
CARBONDALE AREA SD: S&P Cuts Rating on 2010 GO Bonds to BB
----------------------------------------------------------
S&P Global Ratings has lowered its underlying rating (SPUR) on
Carbondale Area School District, Pa.'s series 2010 general
obligation (GO) bonds three notches to 'BB' from 'BBB'. The outlook
is negative.
"The downgrade reflects our opinion that the district's liquidity
could become severely stressed in the near term, limiting its
ability to continue accessing external liquidity and put it at risk
of not meeting its obligations," said S&P Global Ratings credit
analyst Moreen Skyers-Gibbs. This, S&P believes, stems from ongoing
structural imbalances that the district has yet to correct,
resulting in depletion of its general fund balance to a deficit 5%
of expenditures in fiscal 2018 (June 30) based on unaudited
results.
"Additionally, we do not believe that there is a clearly defined
plan established by the district on how it will achieve structural
balance and prevent its budgetary flexibility and liquidity from
weakening, so further deterioration is likely," said Ms.
Skyers-Gibbs.
The district's full faith and credit GO pledge secures the
outstanding series 2010 GO bonds.
Carbondale Area School District encompasses 18.5 square miles in
Lackawanna County, including the city of Carbondale and Fell
Township. It serves an estimated population of 10,529. Enrollment
in the district's one elementary school and one junior-senior high
school totaled 1,700 in fiscal 2018-2019. It has seen slight
declines and is projected to remain flat over the next few years.
"The negative outlook reflects the ongoing structural imbalances
that have significantly weakened the district's financial
flexibility and liquidity position, coupled with the lack of a
credible plan to restore structural balance and rebuild reserves as
it faces rising costs, primarily from special education and charter
school costs," added Ms. Skyers-Gibbs. The outlook also reflects
our concerns surrounding the district's ability to maintain access
to external liquidity as well as continue meeting its debt
obligations given its weakened liquidity. Therefore, there is a
one-in-three chance that S&P could lower the rating further if the
district is unable to either make timely debt service payments or
access external liquidity to meet obligations. On the other hand,
over the next two years, if the district can restore structural
balance operations or avoid further deterioration in its general
fund balance and liquidity, S&P could revise the outlook back to
stable.
CHESAPEAKE ENERGY: Notifies Holders of Their Repurchase Option
--------------------------------------------------------------
Chesapeake Energy Corporation has notified holders of its 2.25%
Contingent Convertible Senior Notes due 2038 that they have the
option, pursuant to the terms of the Notes, to require Chesapeake
to purchase on Dec. 15, 2018 all or a portion of such holders'
Notes. The repurchase price is equal to 100% of the aggregate
principal amount of the Note, together with accrued but unpaid
interest thereon, up to but not including the Repurchase Date,
provided that interest payable on Dec. 15, 2018 will be paid to the
holders in whose names the Notes are registered at the close of
business on Dec. 1, 2018, the record date prior to the Repurchase
Date. The Repurchase Price for any Notes that have been validly
surrendered for purchase and not withdrawn will be paid promptly
following the later of Dec. 17, 2018 and the time of valid
surrender of such Notes to The Bank of New York Mellon, the paying
agent. If all outstanding Notes are surrendered for repurchase,
the aggregate cash repurchase price will be approximately
$8,830,235. Chesapeake intends to fund the Repurchase Price using
available cash.
The Repurchase Option commenced on Oct. 31, 2018 and expires at
5:00 p.m., New York time, on Dec. 12, 2018. Holders may exercise
the Repurchase Option by delivering a repurchase notice to The Bank
of New York Mellon, the paying agent, before 5:00 p.m., New York
time, on Dec. 12, 2018. Holders may withdraw their election to
exercise their Repurchase Option at any time prior to 5:00 p.m.,
New York time, on Dec. 14, 2018, which is the business day
immediately preceding the Repurchase Date. In order to exercise
the Repurchase Option, or withdraw Notes previously surrendered, a
holder must follow the additional procedures set forth in the
notice that is being sent to all registered holders of the Notes.
The Notes are convertible upon the occurrence of certain conditions
into cash and a number of shares of common stock of Chesapeake
determined as specified in the Notes and related indenture.
However, the Notes are not currently convertible because the
conditions have not been satisfied.
Chesapeake has filed a Tender Offer Statement on Schedule TO with
the Securities and Exchange Commission. Chesapeake will make
available to holders of the Notes, directly or through the
Depository Trust Company, documents specifying the terms,
conditions and procedures for surrendering and withdrawing Notes
for repurchase (copies of which will be attached as exhibits to
such Schedule TO). Note holders are encouraged to read these
documents carefully before deciding whether to exercise their
Repurchase Option. Holders of the Notes and other interested
parties may obtain a free copy of these documents at the Securities
and Exchange Commission's website, www.sec.gov, or from the
trustee, which is The Bank of New York Mellon.
A full-text copy of the Notice is available for free at:
https://is.gd/Dita9V
The address for The Bank of New York Mellon is:
The Bank of New York Mellon Trust Company, N.A.
2 N. LaSalle Street
Suite 1020
Chicago, IL 60602
Attention: Corporate Trust Administration
Fax: (312) 827-8542
About Chesapeake Energy
Based in Oklahoma City, Chesapeake Energy Corporation's (NYSE:CHK)
-- http://www.chk.com/-- is an independent exploration and
production company engaged in the acquisition, exploration and
development of properties for the production of oil, natural gas
and NGLs from underground reservoirs. Chesapeake owns a large and
geographically diverse portfolio of onshore U.S. unconventional
natural gas and liquids assets, including interests in
approximately 17,300 oil and natural gas wells. The Company has
leading positions in the liquids-rich resource plays of the Eagle
Ford Shale in South Texas, the Anadarko Basin in northwestern
Oklahoma and the stacked pay in the Powder River Basin in Wyoming.
Its natural gas resource plays are the Marcellus Shale in the
northern Appalachian Basin in Pennsylvania, the Haynesville/Bossier
Shales in northwestern Louisiana and East Texas and the Utica Shale
in Ohio.
Chesapeake reported net income attributable to the Company of $949
million for the year ended Dec. 31, 2017, following a net loss
attributable to the Company of $4.39 billion for the year ended
Dec. 31, 2016. As of Sept. 30, 2018, the Company had $12.65
billion in total assets, $2.97 billion in total current
liabilities, $9.72 billion in total long-term liabilities, and a
total deficit of $39 million.
Chesapeake stated in its Quarterly Report for the period ended
Sept. 30, 2018 that, "Even though we have taken measures to
mitigate the liquidity concerns facing us for the next 12 months
... there can be no assurance that these measures will be
sufficient for periods beyond the next 12 months. If needed, we
may seek to access the capital markets or otherwise refinance a
portion of our outstanding indebtedness to improve our liquidity.
We closely monitor the amounts and timing of our sources and uses
of funds, particularly as they affect our ability to maintain
compliance with the financial covenants of our revolving credit
facility. Furthermore, our ability to generate operating cash flow
in the current commodity price environment, sell assets, access
capital markets or take any other action to improve our liquidity
and manage our debt is subject to the risks discussed above and
elsewhere in our periodic reports and the other risks and
uncertainties that exist in our industry, some of which we may not
be able to anticipate at this time or control."
CHESAPEAKE ENERGY: S&P Puts 'B' ICR on CreditWatch Positive
-----------------------------------------------------------
S&P Global Ratings placed its ratings on Chesapeake Energy Corp.,
including its 'B' issuer credit rating, on CreditWatch with
positive implications.
S&P said, "The CreditWatch positive placement reflects our
expectation that Chesapeake's financial measures will meaningfully
improve following its largely equity-financed acquisition of
WildHorse Resources Development Corp., combined with the redemption
of Chesapeake's $1.4 billion second-lien notes using a portion of
the proceeds from the recent sale of its Utica assets. The
WildHorse acquisition will meaningfully expand Chesapeake's acreage
position and oil and gas production in the Eagle Ford shale in
South Texas. In addition, oil prices in the Eagle Ford currently
benefit from premium pricing to West Texas Intermediate crude oil
due to the region's proximity to export markets on the Gulf Coast.
Based on our preliminary assumptions, average funds from operations
(FFO) to debt could exceed 20% thanks to higher levels of more
profitable crude oil production following the WildHorse
acquisition, as well as the deleveraging following the equity
funding of WildHorse and repayment of the second-lien notes.
"The CreditWatch placement reflects our view that we could raise
Chesapeake's issuer credit rating, likely one notch to 'B+',
following the close of the WildHorse acquisition assuming no
material changes to our current assumptions, and we continue to
expect FFO/debt to be sustained above 20%. Our analysis will
include both the impact to operating performance and profitability
as the company focuses on crude oil production as well as the
financial impact of the acquisition and debt redemption. We could
raise the senior unsecured debt issue-level ratings, which were
already on CreditWatch with positive implications prior to this
action, by up to two notches to 'B+' following closing of the
acquisition. We intend to resolve the CreditWatch listing around
the close of the WildHorse acquisition, expected in the first half
of 2019."
CHINA FISHERY: CFGI Can Satisfy Arbitration Award v. Grand Success
------------------------------------------------------------------
BankruptcyData.com reported that the Court hearing the China
Fishery Group case approved the Chapter 11 Trustee's request for
authority for non-debtor subsidiary, CFG Investment S.A.C.
("CFGI"), to satisfy an arbitration award entered against Grand
Success and guaranteed by CFGI to the extent required by the Grand
Success Guarantee.
The Trustee Motion noted, "Following a series of appeals and
related suits, the arbitral panel issued a final judgment in favor
of Veramar (the 'Arbitration Award'). While the final amount of
the Arbitration Award is still being finalized, the Chapter 11
Trustee understands that the Arbitration Award will be in the range
of USD $8 million to USD $10 million. Because Grand Success does
not have any substantial assets, the Chapter 11 Trustee expects
Veramar will seek to collect from CFGI as guarantor in accordance
with the Grand Success Guarantee. If CFGI fails to pay the
Arbitration Award, Veramar may seek to exercise certain remedies to
collect payment including sweeping CFGI's cash and foreclosing on
CFGI's assets. Regardless of the propriety of such actions, the
Chapter 11 Trustee believes such actions would measurably disrupt
CFGI's operations and could possibly have a very deleterious effect
on the value held by all stakeholders."
About China Fishery Group Limited (Cayman)
China Fishery Group Limited (Cayman) and its affiliates sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y.
Lead Case No. 16-11895) on June 30, 2016.
In the petition signed by CEO Ng Puay Yee, China Fishery Group
estimated its assets at $500 million to $1 billion and debt at $10
million to $50 million.
The cases are assigned to Judge James L. Garrity Jr.
Weil, Gotshal & Manges LLP has been tapped to serve as lead
bankruptcy counsel for China Fishery and its affiliates other than
CFG Peru Investments Pte. Limited (Singapore). Weil Gotshal
replaces Meyer, Suozzi, English & Klein, P.C., the law firm
initially hired by the Debtors. The Debtors have also tapped
Klestadt Winters Jureller Southard & Stevens, LLP, as conflict
counsel; Goldin Associates, LLC, as financial advisor; RSR
Consulting LLC as restructuring consultant; and Epiq Bankruptcy
Solutions, LLC, as administrative agent. Kwok Yih & Chan serves as
special counsel.
On Nov. 10, 2016, William Brandt, Jr., was appointed as Chapter 11
trustee for CFG Peru Investments Pte. Limited (Singapore), one of
the Debtors. Skadden, Arps, Slate, Meagher & Flom LLP serves as
the trustee's bankruptcy counsel; Hogan Lovells US LLP serves as
special counsel; and Quinn Emanuel Urquhart & Sullivan, LLP, serves
as special litigation counsel.
COUREY'S FLOORS: Hires Buddy D. Ford, P.A., as Attorney
-------------------------------------------------------
Courey's Floors Inc. seeks authority from the U.S. Bankruptcy Court
for the Middle District of Florida (Tampa) to hire Buddy D. Ford,
P.A. as attorney.
Professional services the attorney will render are:
a. provide analysis of the financial situation and render
advice and assistance to the Debtor in determining whether to file
a petition under Title 11, United States Code;
b. advise the Debtor with regard to the powers and duties of
the Debtor in the continued operation of the business and
management of the property of the estate;
c. prepare and file the petition, schedules of assets and
liabilities, statement of affairs, and other documents required by
the Court;
d. represent the Debtor at the Sec. 341 Creditor's meeting;
e. give the Debtor legal advice with respect to its powers and
duties as Debtor and as Debtor in Possession in the continued
operation of its business and management of its property;
f. advise the Debtor with respect to its responsibilities in
complying with the United States Trustee's Guidelines and Reporting
Requirements and with the rules of the Court;
g. prepare, on behalf of the Debtor, necessary motions,
pleadings, applications, answers, orders, complaints, and other
legal papers and appear at hearings;
h. protect the interest of the Debtor in all matters pending
before the court;
i. represent the Debtor in negotiation with its creditors in
the preparation of the Chapter 11 Plan; and
j. perform all other legal services for Debtor as
Debtor-in-Possession which may be necessary.
The firm's standard hourly rates are:
Buddy D. Ford, Esq. $425
Sr. Associate Attorneys $375
Jr. Associate Attorneys $300
Paralegals $150
Jr. Paralegals $100
Buddy D. Ford, Esq. attests that his firm represents no interest
adverse to Debtor or the estate in matters upon which it is to be
engaged.
The firm can be reached through:
Buddy D. Ford, Esq.
Buddy D. Ford, P.A.
9301 West Hillsborough Avenue
Tampa, FL 33615-3008
Tel: 813-877-4669
Fax: 813-877-5543
E-mail: Buddy@TampaEsq.com
E-mail: All@tampaesq.com
About Courey's Floors Inc.
Courey's Floors Inc. is a carpet and rug dealer, based in Holiday,
Florida.
Courey's Floors Inc. filed a voluntary petition under Chapter 11 of
the Bankruptcy Code (Bankr. M.D. Fla. Case no. 18-09185) on Oct.
26, 2018, listing under $1 million in both assets and liabilities.
Buddy D Ford at Buddy D. Ford, P.A., represents the Debtor.
COWLITZ TRIBAL: Moody's Raises CFR to B2 on Strong Performance
--------------------------------------------------------------
Moody's Investors Service upgraded Cowlitz Tribal Gaming
Authority's ratings in response to the company's continued strong
performance since opening in April 2017, and expectation that this
strong performance will continue. Cowlitz's Corporate Family Rating
was upgraded to B2 from B3, it's Probability of Default Rating was
upgraded to B2-PD from B3-PD, and its senior secured revolver and
term loan were upgraded to B2 from B3. The rating outlook is
stable.
Since opening, Cowlitz has managed to achieve 4.5 times debt/EBITDA
on a Moody's adjusted basis for the latest 12-month period ended
June 30, 2018, the leverage trigger required for an upgrade. The
company has also managed to generate positive free cash flow after
all debt service, capital expenditures and cash distributions to
the Cowlitz Tribe, of about $40 million. The stable outlook
anticipates some further earnings improvement and debt reduction
along with significant free cash flow going forward.
Rating action taken:
Probability of Default Rating, Upgraded to B2-PD from B3-PD
Corporate Family Rating, Upgraded to B2 from B3
Senior Secured Revolving Credit Facility, Upgraded to B2 (LGD4)
from B3 (LGD3)
Senior Secured Term Loan, Upgraded to B2 (LGD4) from B3 (LGD4)
Outlook Actions:
Outlook, Stable
RATINGS RATIONALE
Cowlitz's credit profile (B2, stable) reflects it's moderate
leverage and good operating performance since opening. It also
reflects Cowlitz's Ilani Casino Resorts' close proximity to
Portland, Oregon, a large, heavily populated metropolitan area.
Although there are several casinos located within a 150 mile
distance from Portland, there is currently only one casino within
100 miles. Additionally, there is no legislation currently in the
works for commercial casinos in Oregon.
Key credit challenges include Cowlitz's single asset profile, along
with the fact that there are several large casinos already
operating in what Moody's considers to be Cowlitz's secondary (as
opposed to primary) market area. Also considered are the risks
common to Native American gaming issuers, including the uncertainty
as to enforceability of lender's claims in bankruptcy or
liquidation.
Ratings could be upgraded if Cowlitz demonstrates the ability and
willingness to achieve and maintain debt/EBITDA on a Moody's
adjusted basis below 3.5 times. An upgrade would also require that
Cowlitz maintain its good liquidity profile along with the
continuation of a positive earnings trend. A downgrade could occur
if it appears that Cowlitz's debt/EBITDA on a Moody's adjusted
basis will rise above 5.0 times and/or earnings or liquidity
deteriorate for any reason.
Cowlitz is an entity owned by the Cowlitz Indian Tribe which opened
ilani Casino Resort this past April. Ilani is a Class III gaming
facility located in La Center, Washington, about 25 miles from
Portland, Oregon. Cowlitz has a management agreement with
Salishan-Mohegan LLC, a subsidiary of the Mohegan Tribal Gaming
Authority to manage the Ilani casino. Cowlitz is a private entity
and does not publicly disclose its financial information.
The principal methodology used in these ratings was Gaming Industry
published in December 2017.
CROWN SUBSEA: S&P Affirm 'B' Rating on New Secured Loans
--------------------------------------------------------
S&P Global Ratings affirmed its 'B' issue-level rating on Crown
Subsea Communications Holding Inc.'s (SubCom) proposed senior
secured term loan and revolver following the company's revision of
the size and terms of the term loan. The '3' recovery rating
indicates our expectation for meaningful (50%-70%; rounded
estimate: 65%) recovery in the event of a default.
The company has proposed reducing the size of the term loan by $45
million to $405 million while increasing the interest rate and
mandatory amortization to 5% from 1%, or roughly $20 million
annually. Although the term loan amount will be less than the
company previously proposed, we expect credit measures to remain
similar to our base case assumptions.
The reduced size of the term loan, however, has resulted in
improved recovery prospects. We have increased our rounded estimate
for recovery to 65% from 55%.
S&P's rating on SubCom reflects the company's participation in the
subsea cable manufacturing, installation, and maintenance market,
with a concentrated customer base, elevated debt leverage, and
ownership by a private equity sponsor. The ratings also incorporate
our view that the company will benefit from increased capital
spending by its customers in the subsea fiber optic cable market as
demand increases due to strong growth in annual data traffic,
supported by additional transoceanic cables.
RECOVERY ANALYSIS
Key analytical factors:
-- S&P's simulated default scenario contemplates a default in 2021
stemming from a protracted downturn in the capital spending budgets
of SubCom's customers that leads to declining demand for subsea
fiber optic cables.
-- S&P valued the company based on an EBITDA multiple valuation,
using a 5x multiple, in line with the company's E&C peers.
-- Given the company's market position in the subsea cable market,
it believes it will be sold or restructured as a going concern
following a hypothetical default.
-- S&P does not include the company's proposed cash collateralized
letter of credit facility or $400 million restricted cash in its
waterfall.
-- S&P assumes the value of excluded assets (two vessels) declines
to about $9 million.
-- Other key default assumptions include LIBOR of 250 basis points
(bps) and the revolver 85% drawn at default.
Simulated default and valuation assumptions:
-- Simulated year of default: 2021
-- EBITDA at emergence: $68 million
-- EBITDA multiple: 5x
Simplified waterfall:
-- Net enterprise value (after 5% admin. costs): $319 million
-- Valuation split: 97%/3%
-- Value available to secured debt claims: $310 million
-- Secured first-lien debt claims: $463 million
--Recovery expectations: (50%-70%; rounded estimate: 65%)
Note: All debt amounts include six months of prepetition
interest.
RATINGS LIST
Crown Subsea Communications Holding Inc.
Issuer Credit Rating B/Stable/--
Ratings Affirmed; Recovery Expectations Revised
To From
Crown Subsea Communications Holding Inc.
Senior Secured B B
Recovery Ratings 3(65%) 3(55%)
CYRILLA LANDSCAPING: Dec. 20 Plan Confirmation Hearing Set
----------------------------------------------------------
The Bankruptcy Court has issued an order conditionally approving
the disclosure statement explaining Cyrilla Landscpaing & Supply
Co. Inc.'s Chapter 11 small business plan of reorganization and
establishing the following dates:
* All Ballots accepting or rejecting the Plan must be served on
the attorney for the plan proponent on or before November 26.
* Last day to object to Confirmation is November 26.
* Counsel for the plan proponent must file a Summary of the
balloting no later than December 17.
* Confirmation Hearing will be held on December 20, at 11:00
a.m.
Class 7 General Unsecured Creditors will be paid a sum of $96,000
over 5 years. The first payment will begin on April 2019 and will
end on March 2014. If the Debtor's monthly income falls below
$70,000 for any month, payments will be suspended and added to the
end of the plan term. The Debtor intends to fund the Plan through
the continued operation of the Company and pay creditors from the
proceeds of continuing operations. The Debtor will modify secured
claims that will provide an increase in cash flow into the business
and improve the feasibility of a viable Plan of Reorganization.
A copy of the Disclosure Statement is available from
PacerMonitor.com at https://tinyurl.com/yakwkqxf at no charge.
About Cyrilla Landscaping
& Supply Co. Inc.
Cyrilla Landscaping & Supply Co. Inc. sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No.
17-23819) on September 22, 2017. Michael C. Cyrilla, authorized
representative, signed the petition.
At the time of the filing, the Debtor disclosed that it had
estimated assets and liabilities of less than $500,000.
Judge Gregory L. Taddonio presides over the case.
DAE FUNDING: S&P Rates Senior Unsecured Notes Due 2023 'BB+'
------------------------------------------------------------
S&P Global Ratings assigned its 'BB+' issue-level rating and '3'
recovery rating to DAE Funding LLC's senior unsecured notes due
2023. The notes are guaranteed by DAE Funding's parent Dubai
Aerospace Enterprise Ltd. (DAE). The company will use the proceeds
from these notes to refinance its debt and for general corporate
purposes. The '3' recovery rating indicates our expectation that
lenders would receive meaningful recovery (50%-70%; rounded
estimate: 65%) of their principal in the event of a payment
default.
S&P said, "Our 'BB+' issuer credit rating on Dubai-based aircraft
lessor DAE reflects its position as a mid-tier aircraft lessor with
a fleet of 317 owned and 40 managed aircraft as of June 30, 2018.
DAE's customers--airlines--can experience volatile revenue and
profitability, and generally have low credit quality, but their
need for aircraft tends to be much more stable than their earnings.
Aircraft lessors' lease rates exhibit moderate volatility in
downturns but their utilization remains high, which has provided
industry participants with relatively stable cash flow through the
airline industry cycle. We anticipate continued moderate global GDP
growth, which should support increased airline passenger traffic
(which we expect to increase by more than 5% annually, on average,
over the next several years). That, along with the need to replace
older aircraft, should support continued healthy demand for
incremental planes, including those supplied by aircraft lessors."
RATINGS LIST
Dubai Aerospace Enterprise Ltd.
Issuer Credit Rating BB+/Stable/--
New Rating
DAE Funding LLC
Senior Unsecured
Notes Due 2023 BB+
Recovery Rating 3(65%)
DALMATIAN FIRE: Taps TimeRedeemed as Controller
-----------------------------------------------
Dalmatian Fire Equipment, Inc., seeks approval from the U.S.
Bankruptcy Court for the District of Colorado to hire TimeRedeemed,
LLC, as controller for the Debtor.
The Debtor desires to retain TimeRedeemed as an independent
contractor to provide CFO and controller services, cloud accounting
solutions, QuickBooks support, payroll processing and reporting,
month-end reporting, bank reconciliation, sales tax reporting,
income tax preparation, and preparation of bankruptcy monthly
operating reports, as necessary.
Erin R. Livingstone, CPA, will either supervise or provide the
services provided by TimeRedeemed. Ms. Livingstone will charge
$550.00 a day or $70 an hour.
Erin R. Livingstone, CPA, managing member of TimeRedeemed, LLC,
attests that her firm does not hold or represent any interest
adverse to the Debtor and the bankruptcy estate, and is a
"disinterested person" as that term is defined in 11 U.S.C. Sec.
101(14) as modified by Section 1107(b).
The firm can be reached through:
Erin R. Livingstone, CPA
TIMEREDEEMED LLC
1836 Seadrift Ct.
Windsor, CO 80550
Phone: 970-631-5829
About Dalmatian Fire Equipment
Established in 1995, Dalmatian Fire Equipment, Inc. --
http://dalmatianfire.com/-- is a supplier of refurbished
self-contained breathing apparatus in North America. It provides
equipment for firefighting, oil field safety, HazMat, mining and a
broad range of industrial applications in the United States and
Canada. Its portfolio of brands includes Scott, MSA, Drager, and
Survivair.
Dalmatian Fire Equipment sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Colo. Case No. 18-18332) on Sept. 24,
2018. In the petition signed by CEO Kevin L. Simmons, the Debtor
estimated assets of $1 million to $10 million and liabilities of
$500 million to $1 billion.
Judge Michael E. Romero presides over the case.
Wadsworth Warner Conrardy, P.C., serves as the Debtor's legal
counsel.
DAYMARK SOLUTIONS: Seeks Authorization on Cash Collateral Use
-------------------------------------------------------------
Daymark Solutions Inc. seeks authority from the U.S. Bankruptcy
Court for the District of Kansas to use cash collateral in order to
maintain its business operations and protect its ability to
reorganize in accordance with Chapter 11 of the Code.
The monthly cash collateral budget provides total expenses of
approximately $91,870 covering the period Oct. 15 through Dec. 31,
2018.
Daymark is indebted to the Internal Revenue Service for unpaid
taxes in the approximate aggregate amount of $376,000. The IRS has
filed tax liens to secure repayment of the taxes.
The Kansas Department of Revenue ("KDOR") also holds a lien in the
approximate amount of $293, and the Kansas Department of Labor
("KDOL") holds alien in the approximate amount of $10,830. The
liens held by KDOR and the KDOL are junior to that of the IRS and
therefore, unsecured.
As a result of the liens filed by the IRS, the KDOR and the KDOL,
these three taxing authorities hold claims against the cash assets
which constitute cash collateral as defined in 11 U.S.C. Section
363(a). On the Petition Date, Daymark had cash inventory, bank
balances, and account receivables of approximately $78,183.
Daymark requests the Court to authorize and approve its use of cash
collateral to pay its chapter 11 and operating expenses and to
tender monthly adequate protection payments to the IRS in the
amount of $1,0000 until confirmation of a Plan.
Daymark proposes granting the IRS a replacement lien in
Postpetition Collateral in an amount equal to but not to exceed the
cash collateral used and to the extent that use of the cash
collateral results in any decrease in the aggregate value of the
IRS liens on Daymark's property on the Petition Date.
A full-text copy of the Debtor's Motion is available at
http://bankrupt.com/misc/ksb18-22116-5.pdf
About Daymark Solutions
Based in Overland Park, Kansas, Daymark Solutions Inc. operates a
sales and service company that creates photo identification
systems. Daymark Solutions filed a voluntary petition for relief
under Chapter 11 of Title 11 of the United States Code (Bankr D.
Kan. Case No. 18-22116) on Oct. 12, 2018, estimating under $1
million in assets and liabilities. Evans & Mullinix PA, led by
Joanne B. Stutz, serves as counsel to the Debtor.
DENBURY RESOURCES: S&P Puts 'B-' ICR on CreditWatch Positive
------------------------------------------------------------
S&P Global Ratings placed its ratings on Denbury Resources Inc.,
including its 'B-' issuer credit rating, on CreditWatch with
positive implications.
The CreditWatch placement follows Denbury's announcement that it
will acquire Penn Virginia Corp., which operates in Eagle Ford
shale of south Texas, for a total consideration of $1.7 billion.
Denbury intends to fund the acquisition with $833 million in common
equity, cash payments of $400 million to Penn Virginia's
shareholders, and assumed debt of $483 million. Denbury has
commitments for a new $1.2 billion senior secured bank facility,
replacing its current facility, and a $400 million senior secured
second-lien bridge loan to finance the acquisition.
S&P said, "The CreditWatch placement reflects the possibility that
we will raise our ratings on Denbury by one notch when the
transaction closes, as the combined company will likely have lower
leverage on a pro forma basis, while benefiting from larger
reserves and production. However, our ratings will incorporate
several variables such as estimated production, operating costs,
capital expenditures, expected ultimate capital structure, and
liquidity, about which we have limited information at this time.
"We intend to resolve the CreditWatch around the close of the
transaction, which we expect by the end of the first quarter of
2019."
DORIAN LPG: Incurs $8.2 Million Net Loss in Second Quarter FY 2019
------------------------------------------------------------------
Dorian LPG Ltd. has filed with the Securities and Exchange
Commission its quarterly report on Form 10-Q reporting a net loss
of $8.17 million on $40.80 million of total revenues for the three
months ended Sept. 30, 2018, compared to a net loss of $11.91
million on $34.72 million of total revenues for the three months
ended Sept. 30, 2017.
For the six months ended Sept. 30, 2018, the Company reported a net
loss of $28.77 million on $68.45 million of total revenues compared
to a net loss of $18.60 million on $75.75 million of total revenues
for the same period last year.
As of Sept. 30, 2018, Dorian LPG had $1.67 billion in total assets,
$746.69 million in total liabilities and $932.46 million in total
shareholders' equity.
Adjusted net loss amounted to $(9.2) million, or $(0.17) per share,
for the three months ended Sept. 30, 2018, compared to adjusted net
loss of $(12.6) million, or $(0.23) per share, for the three
months ended Sept. 30, 2017. Net loss for the three months ended
Sept. 30, 2018 is adjusted to exclude an unrealized gain on
derivative instruments of $1.1 million.
The $3.4 million reduction in adjusted net loss for the three
months ended Sept. 30, 2018, compared to the three months ended
Sept. 30, 2017, is primarily attributable to an increase of $6.1
million in revenues, a favorable change of $1.3 million in
realized gain on derivatives, a decrease of $0.9 million in voyage
expenses, and an increase of $0.5 million in interest income,
partially offset by increases of $2.1 million in general and
administrative expenses, $1.7 million in vessel operating expenses,
and $1.6 million in interest and finance costs.
The TCE rate for the Company's fleet was $20,973 for the three
months ended Sept. 30, 2018, a 16.4% increase from a TCE rate of
$18,015 from the same period in the prior year, primarily driven by
increased spot market rates, partially offset by bunker prices.
Total fleet utilization (including the utilization of the Company's
vessels deployed in the Helios Pool) increased from 91.8% in the
quarter ended Sept. 30, 2017 to 95.8% in the quarter ended Sept.
30, 2018.
Vessel operating expenses per day increased to $8,585 in the three
months ended Sept. 30, 2018 from $7,777 in the same period in the
prior year.
John C. Hadjipateras, chairman, president and chief executive
officer of the Company, commented, "Demand for VLGCs increased
during our fiscal second quarter driven by increasing export
volumes and end-user demand. This improvement is reflected in
higher fleet utilization during the quarter and improvement in
achieved TCE rates. While additional VLGCs scheduled for delivery
in 2019 negatively impacts supply, we believe the market has become
more balanced. We continue to focus on maximizing our commercial
scale through our participation in the Helios LPG Pool and on
delivering strong results. In particular, the fuel-efficiency of
our modern fleet of ECO VLGCs is a significant competitive
advantage. We believe that we are well positioned to deliver
strong cash flows throughout the market cycle as a result of our
low leverage, no near-term debt maturities and a best-in-class
fleet."
Revenues, which represent net pool revenues—related party, time
charters, voyage charters and other revenues earned by the
Company's vessels, were $40.8 million for the three months ended
Sept. 30, 2018, an increase of $6.1 million, or 17.5%, from $34.7
million for the three months ended Sept. 30, 2017. The increase is
primarily attributable to an increase in average TCE rates and
fleet utilization. Average TCE rates increased from $18,015 for
the three months ended Sept. 30, 2017 to $20,973 for the three
months ended Sept. 30, 2018, primarily as a result of higher spot
market rates during the three months ended Sept. 30, 2018 as
compared to the three months ended Sept. 30, 2017. The Baltic
Exchange Liquid Petroleum Gas Index, an index published daily by
the Baltic Exchange for the spot market rate for the benchmark Ras
Tanura-Chiba route (expressed as U.S. dollars per metric ton),
averaged $40.245 during the three months ended Sept. 30, 2018
compared to an average of $22.171 for the three months ended
Sept. 30, 2017. The Company's fleet utilization increased from
91.8% during the three months ended Sept. 30, 2017 to 95.8% during
the three months ended Sept. 30, 2018.
Vessel operating expenses were $17.4 million during the three
months ended Sept. 30, 2018, or $8,585 per vessel per calendar day,
which is calculated by dividing vessel operating expenses by
calendar days for the relevant time-period for the vessels that
were in its fleet. This was an increase of $1.7 million, or 10.4%,
from $15.7 million for the three months ended Sept. 30, 2017.
Vessel operating expenses per vessel per calendar day increased by
$808 from $7,777 for the three months ended Sept. 30, 2017 to
$8,585 for the three months ended Sept. 30, 2018. The increase in
vessel operating expenses for the three months ended Sept. 30,
2018, when compared with the three months ended
Sept. 30, 2017, was primarily the result of a $1.6 million, or $787
per vessel per calendar day, increase in spares, stores, and
repairs and maintenance costs largely due to our regular preventive
maintenance programs, and a $0.3 million purchase of coolant for
one of its VLGCs coming off drydock in July 2018 resulting in an
increase of $160 per vessel per calendar day. The increase in
spares, stores, and repairs and maintenance costs were mainly due
to having a VLGC in drydock during the three months ended Sept. 30,
2018, which was not the case during the three months ended Sept.
30, 2017. Non-capitalized expenses related to the drydock for the
three months ended Sept. 30, 2018 totaled $0.3 million, or $153 per
vessel per calendar day. Partially offsetting the increases was a
reduction of crew wages and related costs of $0.2 million, or $114
per vessel per calendar day.
General and administrative expenses were $7.5 million for the three
months ended Sept. 30, 2018, an increase of $2.1 million, or 37.7%,
from $5.4 million for the three months ended Sept. 30, 2017. The
increase was mainly due to an increase in professional and legal
fees resulting from $1.7 million of expenses incurred related to
the unsolicited proposal by BW LPG Limited to combine with us in an
all-stock transaction, and a proxy contest commenced by BW, along
with its affiliates, to replace three members of our board of
directors with BW nominees, which proposal and proxy contest were
subsequently withdrawn on Oct. 8, 2018. Additionally, the increase
in general and administrative expenses was due to increases of $0.2
million in stock-based compensation and $0.2 million in other
general and administrative expenses.
Interest and finance costs amounted to $10.2 million for the three
months ended Sept. 30, 2018, an increase of $1.6 million, or 18.0%,
from $8.6 million for the three months ended Sept. 30, 2017. The
increase of $1.6 million during this period was due to an increase
of $2.5 million in interest incurred on the Company's long-term
debt, primarily resulting from an increase in the London Interbank
Offered Rate and an increase in average indebtedness, partially
offset by a reduction of $0.9 million in amortization of deferred
financing fees and loan expenses. Average indebtedness, excluding
deferred financing fees, increased from $742.3 million for the
three months ended Sept. 30, 2017 to $756.1 million for the three
months ended Sept. 30, 2018. As of Sept. 30, 2018, the outstanding
balance of the Company's long-term debt, net of deferred financing
fees of $15.5 million, was $726.5 million.
Unrealized gain on derivatives was approximately $1.1 million for
the three months ended Sept. 30, 2018, compared to an unrealized
gain of $0.7 million for the three months ended Sept. 30, 2017. The
favorable $0.4 million change is attributable to changes in the
fair value of its interest rate swaps caused by changes in forward
LIBOR yield curves and reductions in notional amounts.
Realized gain on derivatives was approximately $0.8 million for the
three months ended Sept. 30, 2018, compared to a realized loss of
$0.4 million for the three months ended Sept. 30, 2017. The
favorable $1.2 million change is attributable to increases in
floating LIBOR resulting in realized gains on interest rate swaps
related to the $758 million debt financing facility that the
Company entered into in March 2015 (as amended) with a group of
banks and financial institutions.
Market Outlook Update
The third calendar quarter of 2018 saw significant seaborne LPG
volumes with heavy lifting schedules from the Middle East and the
United States. Calendar year-to-date, total U.S. exports are 11%
above 2017 volumes. Fueled by growing production rates and
improved arbitrage economics, exports from the United States peaked
at approximately 2.9 million metric tons, translating to a record
62 VLGC liftings in July 2018.
Middle East liftings have increased by, on average, six additional
cargoes each month, mostly heading East. The favorable arbitrages
for both propane and butane out of the Middle East and the recent
Chinese tariffs have pushed liftings higher in July and August
2018.
Northwest Europe has seen more U.S. VLGC cargoes on account of
Chinese tariffs, and the petrochemical sector has continued to
drive increased demand for LPG on healthy cracking margins relative
to other feedstocks.
Strong margins for polypropylene kept PDH demand and subsequent
Chinese demand strong over the summer.
In shipping, the Company saw a much stronger quarter with rates
rising steadily each month. The Baltic Index exceeded $40 per
metric ton during July for the first time since February 2016 and
has continued to climb, averaging $42 per metric ton in September
and nearly $47 per metric ton thus far in October 2018.
The VLGC orderbook stands at around 13% of the current global
fleet, with another two ships scheduled for delivery this year. An
additional 34 VLGCs, equivalent to around 2.8 million cbm of
carrying capacity, will be added to the global fleet by year-end
2020. The average age of the global fleet is now approximately
nine years old.
Seasonality
Liquefied gases are primarily used for industrial and domestic
heating, as a chemical and refinery feedstock, as a transportation
fuel and in agriculture. The LPG shipping market historically has
been stronger in the spring and summer months in anticipation of
increased consumption of propane and butane for heating during the
winter months. In addition, unpredictable weather patterns in
these months tend to disrupt vessel scheduling and the supply of
certain commodities. Demand for the Company's vessels therefore
may be stronger in the quarters ending June 30 and September 30 and
relatively weaker during the quarters ending December 31 and March
31, although 12-month time charter rates tend to smooth these
short-term fluctuations and recent LPG shipping market activity has
not yielded the expected seasonal results. To the extent any of
its time charters expire during the typically weaker fiscal
quarters ending December 31 and March 31, it may not be possible to
re-charter the Company's vessels at similar rates. As a result,
the Company may have to accept lower rates or experience off-hire
time for its vessels, which may adversely impact its business,
financial condition and operating results.
A full-text copy of the Form 10-Q is available for free at:
https://is.gd/Qg7KFt
About Dorian LPG
Stamford, Connecticut-based Dorian LPG Ltd. --
http://www.dorianlpg.com/-- is a liquefied petroleum gas shipping
company and an owner and operator of modern very large gas
carriers. Dorian LPG's fleet currently consists of twenty-two
modern VLGCs. Dorian LPG has offices in Stamford, Connecticut,
USA; London, United Kingdom; Copenhagen, Denmark; and Athens,
Greece.
Dorian LPG reported a net loss of US$20.40 million for the year
ended March 31, 2018, compared to a net loss of US$1.44 million for
the year ended March 31, 2017. As of June 30, 2018, Dorian LPG had
US$1.70 billion in total assets, US$761.83 million in total
liabilities and US$939.31 million in total shareholders' equity.
DUMITRU MEDICAL: Hire Strobl & Sharp as Bankruptcy Counsel
----------------------------------------------------------
Dumitru Medical Center, PC, and its affiliated debtors seeks
approval from the U.S. Bankruptcy Court for the Eastern District of
Michigan to hire Strobl & Sharp, PC, as their bankruptcy counsel.
Evergreen Health requires Strobl & Sharp to:
(a) advise the Debtors with respect to their powers and duties
as Debtors-in-Possession in the continued management and operation
of the Health Services businesses and assets;
(b) attend meetings and negotiate with representatives of
creditors and other parties in interest;
(c) take all necessary action to protect and preserve the
Debtors' estate, including the prosecution of actions on the
Debtors' behalf, the defense of any action commenced against the
Debtors, negotiations concerning all litigation in which the
Debtors are involved, and objections to claims filed against the
Debtors' estates;
(d) prepare on behalf of the Debtors all motions, applications,
answers, orders, reports, and papers necessary to the
administration of their estates;
(e) negotiate and prepare on behalf of the Debtors a plan of
reorganization, disclosure statement, and all related agreements
and documents, and take any necessary action on behalf of the
Debtors to obtain confirmation of such plan;
(f) represent the Debtors in connection with obtaining
post-petition loans;
(g) advise the Debtors in connection with the sale of assets;
(h) appear before this Court, any appellate courts, and the
United States Trustee and protect the interests of the Debtors'
estates before such Courts and the United States Trustee;
(i) consult with the Debtors regarding tax matters and other
regulatory agency matters; and
(j) perform all other necessary legal services and provide all
other necessary legal advice to the Debtors in connection with the
Chapter 11 case.
The Debtors provided Strobl with the funds for the filing fees in
the amount of $5,151 related directly to preparing the bankruptcy
filings.
Strobl will charge hourly rates to the Debtors that are consistent
with the rates charged by Strobl in Bankruptcy and non-bankruptcy
matters.
To ensure sufficient funds will be available to satisfy the amount
that will be due to the Firm, the Debtors have agreed with the Firm
to collectively deposit $5,000.00 into the Firm's client trust
account on a monthly basis beginning October 20, 2018.
Lynn M. Briner, shareholder of Strobl & Sharp, P.C., assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.
Strobl & Sharp can be reached at:
Lynn M. Briner, Esq.
STROBL & SHARP, P.C.
300 East Long Lake Road, Suite 200
Bloomfield Hills, MI 48304-2376
Tel: (248) 540-2300
Fax: (248) 645-2690
E-mail: lbrimer@stroblpc.com
About Dumitru Medical Center
Dumitru Medical Center PC, Doctor One House Call Physicians PC and
their president Dumitru O. Sandulescu sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Lead Case No.
18-52936) on Sept. 21, 2018.
In the petitions signed by Mr. Sandulescu, DMC, estimated assets of
less than $1 million and liabilities of less than $1 million.
Doctor One estimated less than $1 million in assets and less than
$500,000 in liabilities.
The Debtors tapped Lynn M. Brimer, Esq., at Strobl & Sharp, PC, as
their bankruptcy counsel.
ELEMENTS BEHAVIORAL: Can Borrow $3.8M Thru Nov. 6
-------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware entered a
second interim supplemental order authorizing EBH Topco, LLC, et
al., to amend the DIP Credit Agreement to allow the Debtors, on an
interim basis, to borrow up to $3,800,000 pursuant to an approved
budget through Nov. 6, 2018.
An additional Interim Hearing will be held on Nov. 6, at 11:00
a.m.
The final hearing on the Motion will be held on Nov. 27.
About Elements Behavioral Health
Long Beach, California-based EBH Topco, LLC, along with its
subsidiaries -- http://www.elementsbehavioralhealth.com/-- are
providers of behavioral health services and residential drug and
alcohol addiction treatment. The Elements Behavioral Health(R)
family of programs offers comprehensive, innovative treatment for
substance abuse, sexual addiction, trauma, eating disorders, and
other mental health disorders.
EBH Topco, LLC (Lead Case), Elements Behavioral Health, Inc., and
certain of its affiliates sought Chapter 11 bankruptcy protection
on May 23, 2018 (Bankr. D. Del. Lead Case No. 18-11212).
In the petition signed by CRO Martin McGahan, the Debtors estimated
$50 million to $100 million in assets and under $100 million to
$500 million in liabilities.
Hon. Brendan Linehan Shannon presides over the Debtors' cases.
Christopher A. Ward, Esq., Shanti M. Katona, Esq., Stephen J.
Astringer, Esq., and Jeremy R. Johnson, at Polsinelli PC, serve as
counsel to the Debtors. Alvarez & Marsal LLC acts as restructuring
advisor to the Debtors; Houlihan Lokey Capital, Inc., is the
investment banker; and Donlin, Recano & Company, Inc., is the
notice and claims agent.
On June 11, 2018, Andrew Vara, acting U.S. trustee for Region 3,
appointed an official committee of unsecured creditors. The
Committee retained Bayard P.A. as legal counsel, Arent Fox LLP as
co-counsel, and Zolfo Cooper, LLC, as financial advisor.
ENERSYS: Moody's Alters Outlook on Ba1 CFR to Negative
------------------------------------------------------
Moody's Investors Service has affirmed the ratings of EnerSys, Ba1
Corporate Family Rating, Ba1-PD Probability of Default Rating, Ba2
senior unsecured notes rating, and the SGL-1 Speculative Grade
Liquidity Rating the following the company's announcement of its
plans to purchase Alpha Technologies Group of Companies. At the
same time, the ratings outlook has been changed to negative from
stable.
On October 29, 2018, EnerSys announced that it has entered in to an
agreement to purchase Alpha Technologies Group of Companies. for
total consideration of approximately $750 million; $650 million in
cash and $100 million in cash or EnerSys equity. The company
expects to fund the acquisition through $500 million in increased
borrowings under its senior secured credit facilities, including
$200 million under its revolving facility (which will be increased
in size by $100 million) and $300 million of incremental term loan,
as well as from use of cash reserves. The transaction is expected
to close before January 30, 2019.
The following rating actions were taken:
Affirmations:
Issuer: EnerSys
Corporate Family Rating, Affirmed Ba1
Probability of Default Rating, Affirmed Ba1-PD
Speculative Grade Liquidity Rating, Affirmed SGL-1
Senior Unsecured Regular Bond/Debenture, Affirmed Ba2 (LGD5)
Outlook Actions:
Issuer: EnerSys
Outlook, Changed To Negative From Stable
RATINGS RATIONALE
The change in outlook to negative reflects Moody's view of high
integration risk along with increased financial leverage that will
ensue from the proposed acquisition of Alpha. The acquisition of
Alpha is by far the company's largest in recent years, equating to
about twice the cumulative acquisition spending in the last 15
years and over 6 times the size of its largest acquisition, Purcell
Systems, Inc. in 2014. Although EnerSys has a good history of
integrating smaller acquisitions, Moody's believes that the Alpha
integration may involve more complexity than prior purchases due to
the size and additional scope of product offerings that Alpha
entails.
Also, as funded debt will increase by about 45% with this
acquisition, EnerSys' pro forma debt to EBITDA (including Moody's
adjustments) is estimated to increase to over 3x, compared to 2.4x
for the Last Twelve Months ended July 1, 2018 and the low- to mid-
2x range ratios that the company has maintained over the last four
years. It is therefore important that the company generates free
cash flow at expected levels in calendar year 2019, and deploys a
substantial portion of cash towards debt reduction to make progress
restoring debt to EBITDA to historical levels. Moody's anticipates
at least a $200 million annual run rate of free cash flow beginning
2019, with the successful integration of Alpha.
EnerSys' Ba1 Corporate Family Rating reflects the company's leading
market position in industrial batteries. The company generates
relatively strong EBITA margins in excess of 10%, reflecting lean
initiatives and higher volumes relative to peers and driving
expectations for free cash flow of approximately $150 million in
calendar year 2018 (before the Alpha merger). As well, the
acquisition of Alpha, which provides a full line of power products,
services and software primarily serving broadband and telecom
customers, will help to diversify EnerSys' customer base by
expanding the company's presence in those markets, and provide
solid growth prospects.
However, the ratings also consider commodity exposure risks,
currently owing to the heavy reliance on lead as a raw material in
EnerSys' lead-acid battery segment. With the Alpha acquisition and
new lithium product development, the company will take on a risk
relating to lithium sourcing, particularly as time goes on and
lithium demand increases. As these commodities will represent the
largest input costs for EnerSys, the company's margins will be
exposed to volatility in their prices, while potential tariffs on
imported raw materials or components may also adversely impact
EnerSys' margins.
Ratings could be downgraded if EnerSys encounters unexpected
difficulty integrating the operations of Alpha, resulting in
margins and cash flow below levels to de-lever as planned. A
downgrade could be warranted if Moody's comes to expect EBITA
margins of under 10% or free cash flow in the low- to mid- $100
million range in calendar year 2019, or debt to EBITDA in the upper
2x range in that period. As well, the announcement of an additional
large, debt-financed acquisitions in 2019 could result in lower
ratings.
A ratings upgrade is unlikely over the near term due to elevated
leverage as the company implements the integration of Alpha.
However, over the longer term, ratings could be upgraded if the
company can grow and diversify its portfolio of product offerings
without taking on material operating risk that would result in
earnings or cash flow volatility, while consistently expanding
operating margins into the mid-teens level, sustaining debt to
EBITDA below 2.5x, maintaining a strong liquidity profile, and
exhibiting a commitment to a conservative financial profile that
favors debt repayment over shareholder returns.
The principal methodology used in these ratings was Global
Manufacturing Companies published in June 2017.
EnerSys, headquartered in Reading, PA, is the world's largest
manufacturer, marketer and distributor of industrial batteries. The
company also manufactures related products such as chargers, power
equipment, cabinet enclosures, battery accessories, and provides
aftermarket as well as customer-support services for industrial
batteries. Revenues for the LTM July 1, 2018 were approximately
$2.6 billion.
EPW LLC: Unsecured Creditors to Recover 25% Under Liquidation Plan
------------------------------------------------------------------
EPW, LLC, submits a disclosure statement in connection with its
chapter 11 liquidation plan.
The Plan is a Liquidation Plan. The assets of the Debtor were sold
at an auction sale on Oct. 5, 2018 pursuant to the authority
granted by the Court in its Order of Sept. 24, 2018. The Prevailing
Bidder at the auction was VMW Tooling Group, LLC, and the
Prevailing Bid was in the amount of $670,000. The secured claims of
Chemical Bank and Complete Capital Services were paid in full by
the Debtor from proceeds of the sale, all as authorized by the
Court's Sale Order.
The Debtor anticipated that total U.S. Trustee fees will be less
than $15,000. The Debtor anticipates that total attorney fees will
be less than $40,000. After payment of administrative expenses, the
remaining balance would be paid to unsecured creditors on a
pro-rata basis. The DIP anticipates that distribution to unsecured
creditors would be at least 25% of allowed claims if the
Liquidation Plan is confirmed without objection or additional
litigation.
A full-text copy of the Disclosure Statement is available for free
at:
http://bankrupt.com/misc/innb18-31460-58.pdf
About EPW, LLC
EPW, LLC, is a privately held company engaged in the business of
manufacturing electric lighting equipment.
EPW, LLC, filed a Chapter 11 petition (Bankr. N.D. Ind. Case No.
18-31460) on Aug. 10, 2018. In the petition signed by Douglas L.
Lammon, president, the Debtor disclosed $838,157 in total assets
and $1,302,073 in total liabilities. The case is assigned to
Judge
Harry C. Dees, Jr. Hammerschmidt, Amaral & Jonas, led by R.
William Jonas, Jr., serves as counsel to the Debtor.
EYEPOINT PHARMACEUTICALS: Amended Form S-3 Filed with the SEC
-------------------------------------------------------------
Eyepoint Pharmaceuticals, Inc. has filed an amended Form S-3
registration statement with the Securities and Exchange Commission
relating to the resale, from time to time, by EW Healthcare
Partners L.P., EW Healthcare Partners-A L.P., Mark J Foley and Dana
Foley Trustees, Foley Family Trust UA 4/10/02, Rosalind Master Fund
L.P., and SWK Funding LLC of up to 49,461,584 shares of the
Company's common stock, par value $0.001 per share, which includes
(i) 48,974,772 issued and outstanding shares of the Company's
common stock and (ii) 486,812 shares of common stock issuable upon
exercise of an outstanding common stock purchase warrant issued by
the Company.
Eyepoint is not selling any shares of common stock under this
prospectus and will not receive any proceeds from the sale of
shares of common stock by the selling stockholders. To the extent
the warrant is exercised for cash, if at all, the Company will
receive the exercise price of the warrant; however, the Company
cannot predict when or if the warrant will be exercised and it is
possible that the warrant may expire and never be exercised, in
which case the Company would not receive any cash proceeds. The
selling stockholders will bear all commissions and discounts, if
any, attributable to the sale of the shares. The Company will bear
all costs, expenses and fees in connection with the registration of
the shares.
The selling stockholders may sell the shares of the Company's
common stock offered by this prospectus from time to time on terms
to be determined at the time of sale through ordinary brokerage
transactions or through any other means described in this
prospectus under the caption "Plan of Distribution." The shares of
common stock may be sold at fixed prices, at market prices
prevailing at the time of sale, at prices related to prevailing
market price or at negotiated prices.
The Company's common stock is listed on the Nasdaq Global Market
under the symbol "EYPT." On Oct. 30, 2018, the closing price of
the Company's common stock was $2.14 per share.
A full-text copy of the Amended Prospectus is available for free
at:
https://is.gd/ELRUYV
About EyePoint Pharmaceuticals
EyePoint Pharmaceuticals, formerly pSivida Corp. --
http://www.eyepointpharma.com/-- headquartered in Watertown, MA,
is a specialty biopharmaceutical company committed to developing
and commercializing innovative ophthalmic products in indications
with high unmet medical need to help improve the lives of patients
with serious eye disorders. The Company has developed three of
only four FDA-approved sustained-release treatments for
back-of-the-eye diseases. The Company's pre-clinical development
program is focused on using its core Durasert platform technology
to deliver drugs to treat wet age-related macular degeneration,
glaucoma, osteoarthritis and other diseases.
EyePoint Pharmaceuticals incurred a net loss of $53.17 million for
the year ended June 30, 2018, compared to a net loss of $18.48
million on $7.53 million for the year ended June 30, 2017. As of
June 30, 2018, Eyepoint had $71.67 million in total assets, $59.98
million in total liabilities and $11.68 million in total
stockholders' equity.
Deloitte & Touche LLP, in Boston, Massachusetts, the Company's
auditor since 2008, issued a "going concern" qualification in its
report on the consolidated financial statements for the year ended
June 30, 2018, stating that the Company's anticipated recurring use
of cash to fund operations in combination with no probable source
of additional capital raises substantial doubt about its ability to
continue as a going concern.
EYEPOINT PHARMACEUTICALS: Appoints John Landis to its Board
-----------------------------------------------------------
The Board of Directors of EyePoint Pharmaceuticals, Inc., has
increased the size of the Board from eight to nine members and,
upon the recommendation of the Governance and Nominating Committee
of the Board, appointed John Landis, Ph.D. to fill the
newly-created vacancy on the Board, effective immediately. The
Board also appointed Dr. Landis to the Science Committee of the
Board, effective immediately.
Dr. Landis' compensation as a director will be consistent with the
compensation provided to all of the Company's non-employee
directors. Under the Company's current non-employee director
compensation policy, Dr. Landis will receive an annual cash
retainer of $40,000 for general availability and participation in
meetings and conference calls of the Board. Dr. Landis will
receive an additional annual retainer of $4,000 for his service as
a member of the Science Committee. Dr. Landis was granted an
option to acquire 80,000 shares of common stock of the Company,
with such option vesting in three equal annual installments
commencing on the first anniversary of Oct. 25, 2018, which is the
date of the grant. The option is exercisable for 10 years from the
date of grant, at a price equal to $2.27 per share, which is the
closing price of the Company's shares of common stock on the Nasdaq
Global Market on the date of the grant. The option will also be
subject to the terms and conditions of the Company's 2016 Long Term
Incentive Plan, as amended.
The Company also entered into an indemnification agreement with Dr.
Landis in connection with his appointment to the Board.
Dr. Landis, a veteran pharmaceutical sciences executive, has led
development functions including pharmacy, analytical chemistry,
process chemistry, biotechnology, devices, clinical supplies, and
quality assurance. He has also led the preclinical functions of
toxicology, drug metabolism and pharmacokinetics, and laboratory
animal care. He will serve on the Science committee.
"Dr. Landis brings more than 30 years of pharmaceutical research
and development experience to our Board with a proven track record
of leading cross-functional global teams and managing preclinical
and clinical asset portfolios," said Nancy Lurker, EyePoint's
president and chief executive officer. "Our team will greatly
benefit from Dr. Landis' development expertise and guidance from
his deep and diverse career from academia to the pharmaceutical
industry. On behalf of the entire Board and management team, we
welcome Dr. Landis to the team and look forward to his insights."
"EyePoint is entering a new chapter of growth with the pending U.S.
commercial launches for two ophthalmic products in 2019," said Dr.
Landis. "I look forward to guiding the Company as it executes on
its strategic and commercial corporate goals in support of the
transition to a commercial-stage specialty pharmaceutical company
with a pipeline of innovative products for ocular diseases."
Dr. Landis most recently served as a director for Bioanalytical
Systems, Inc. serving as the Chairman of its Board of Directors.
Dr. Landis previously served as senior vice president,
Pharmaceutical Sciences of Schering-Plough Corporation, a global
pharmaceutical company. In that role, Dr. Landis led the global
pharmaceutical sciences function of pharmacy, analytical chemistry,
process chemistry, biotechnology, quality assurance, clinical
supplies and devices. Prior to that, Dr. Landis served as senior
vice president, Preclinical Development at Pharmacia Corporation
and led the global preclinical functions of toxicology, drug
metabolism and pharmacokinetics, pharmaceutical sciences,
analytical chemistry and laboratory animal care. Dr. Landis also
served as vice president, Central Nervous System Psychiatry,
Critical Care and Inflammation Development for Pharmacia & Upjohn
in addition to other positions at the company in the areas of
analytical research, quality assurance and quality control.
Dr. Landis is currently president of the Board of Exelead, a lipid
drug delivery CMO, and serves on the Board of Symphogen, a company
developing mixtures of monoclonal antibodies against oncology
targets, where he chairs the development committee. He also chairs
the Purdue University External Oncology Board, helping the faculty
to transition their discoveries to the clinic. He is a current
member of Purdue University's Chemistry Leadership Council for the
School of Science.
Dr. Landis earned Ph.D. and M.S. degrees in analytical chemistry
from Purdue University and a B.S. degree in chemistry from Kent
State University. He was awarded an Honorary Doctor of Science
Degree from Purdue University in 2008.
About EyePoint Pharmaceuticals
EyePoint Pharmaceuticals, formerly pSivida Corp. --
http://www.eyepointpharma.com/-- headquartered in Watertown, MA,
is a specialty biopharmaceutical company committed to developing
and commercializing innovative ophthalmic products in indications
with high unmet medical need to help improve the lives of patients
with serious eye disorders. The Company has developed three of
only four FDA-approved sustained-release treatments for
back-of-the-eye diseases. The Company's pre-clinical development
program is focused on using its core Durasert platform technology
to deliver drugs to treat wet age-related macular degeneration,
glaucoma, osteoarthritis and other diseases.
EyePoint Pharmaceuticals incurred a net loss of $53.17 million for
the year ended June 30, 2018, compared to a net loss of $18.48
million on $7.53 million for the year ended June 30, 2017. As of
June 30, 2018, Eyepoint had $71.67 million in total assets, $59.98
million in total liabilities and $11.68 million in total
stockholders' equity.
Deloitte & Touche LLP, in Boston, Massachusetts, the Company's
auditor since 2008, issued a "going concern" qualification in its
report on the consolidated financial statements for the year ended
June 30, 2018, stating that the Company's anticipated recurring use
of cash to fund operations in combination with no probable source
of additional capital raises substantial doubt about its ability to
continue as a going concern.
FABRIC FANATICS: Seeks Authorization on Cash Collateral Use
-----------------------------------------------------------
Fabric Fanatics, Inc., seeks authorization from the U.S. Bankruptcy
Court for the Eastern District of Texas to use cash collateral in
the ordinary course of its business to the extent provided in the
Budget.
The Debtor requires use its cash to, among other things,
continue the operation of the business in an orderly manner,
maintain business relationships with vendors, suppliers and
customers, pay employees and satisfy other working capital and
operation needs all of which are necessary to preserve and maintain
Debtor’s going‐concern value and, ultimately, effectuate a
successful reorganization.
LiftFund asserts that it is secured by a first priority lien on
substantially all of Debtor's assets.
In consideration for the interim use of cash collateral, and as
adequate protection for any diminution of the interest of LiftFund
in the Prepetition Collateral, the Debtor will grant LiftFund
additional and replacement security interests and liens in and upon
the Debtor's personal property and the cash collateral, whether
such property was acquired before or after the Petition Date, to
the extent LiftFund may hold a valid, perfected and unavoidable
lien in the Prepetition Collateral.
A full-text copy of the Debtor's Motion is available at
http://bankrupt.com/misc/txeb18-42287-3.pdf
About Fabric Fanatics
Fabric Fanatics, Inc., a Texas corporation, currently operates from
Plano, Texas. It was started in 2002 and sells only 100% cotton
Batik fabrics to the retail consumer via storefront, internet, and
quilt shows
Fabric Fanatics filed a Chapter 11 petition (Bankr. E.D. Tex. Case
No. 18-42287) on Oct. 10, 2018. In the petition signed by Lisa
Anderson, president, the Debtor estimated $100,000 to $500,000 in
assets and $500,000 to $1 million in estimated liabilities. The
Debtor is represented by Robert T. DeMarco at DeMarco Mitchell,
PLLC.
FIELDPOINT PETROLEUM: Stockholders Elect Three Directors
--------------------------------------------------------
FieldPoint Petroleum Corp. convened its annual meeting of
stockholders on Oct. 26, 2018, at which the Stockholders:
(1) elected Roger Bryant, Dan Robinson and Phil Roberson as
directors;
(2) ratified the appointment of Moss Adams LLP as independent
registered public accounting firm;
(3) approved, on an advisory basis, the Company's executive
compensation; and
(4) approved, on an advisory basis, the holding of shareholder
vote on executive compensation every two years.
At the Company's Annual Meeting of Stockholders, Karl Reimers and
Nancy Stephenson declined to stand for reelection as members of the
Board of Directors. The Company said those declinations were not
due to any disagreement with the Company on any matter related to
the Company's operations, policies or practices. Both Mr. Reimers
and Ms. Stephenson had been members of the Board's standing Audit,
Compensation and Nominating Committees.
The Company has made no decision regarding filling the vacancies
created by these departures.
About FieldPoint Petroleum
Based in Austin, Texas, FieldPoint Petroleum Corporation (NYSE:FFP)
-- http://www.fppcorp.com/-- is engaged in oil and natural gas
exploration, production and acquisition, primarily in Louisiana,
New Mexico, Oklahoma, Texas and Wyoming.
Fieldpoint Petroleum reported net income of $2.66 million in 2017
compared to a net loss of $2.47 million in 2016. As of June 30,
2018, the Company had $7.44 million in total assets, $5.67 million
in total liabilities and $1.77 million in total stockholders'
equity.
Moss Adams LLP, in Dallas, Texas, the Company's auditor since 2017,
issued a "going concern" qualification in its report on the
consolidated financial statements for the year ended Dec. 31, 2017,
stating that the Company has suffered recurring losses from
operations and has a net capital deficiency that raise substantial
doubt about its ability to continue as a going concern.
FRONTERA GENERATION: S&P Affirms 'BB' Rating on $805MM Sec. Loans
-----------------------------------------------------------------
S&P Global Ratings affirmed its 'BB' issue-level rating on Frontera
Generation Holdings LLC's $775 million senior secured term loan B
due in 2025 and $35 million revolving credit facility due in 2023.
The recovery rating remains '1', indicating S&P's expectation of
very high recovery (90%-100%; rounded estimate: 95%) in the event
of a default. The rating outlook is stable.
S&P said, "We have revised our expectations for cash flow
generation from the Mexican energy market upward to reflect an
improved load growth forecast and consequently higher expected
spark spreads. Frontera outperformed our expectation with
last-12-months EBITDA of $163 million (about $30 million higher
than expected) and year-to-date 2018 realized spark spreads of
about $50/Mwh as of September 30, 2018. While we do not believe a
$45/Mwh spark spread will persist throughout the life of the asset,
we now expect spark spreads in the $30/Mwh range consistently.
"The stable outlook reflects our view that the project will
continue to operate at capacity factors above 90%, with spark
spreads in the mid-$30/MWh range and minimum DSCRs of at least
1.6x. We expect the project to deleverage materially via a cash
flow sweep beginning at 100% with the first scheduled sweep date in
January 2019.
"We could consider a negative rating action if the project fails to
meaningfully sweep cash to deleverage. This could stem from
lower-than-expected spark spreads in the Mexican market,
lower-than-expected demand, or prolonged operational outages.
Additionally, we could lower the rating if the downside resilience
falls below its current assessment or the minimum DSCR falls below
1.5x in any year.
"While unlikely at this time, we could raise the rating if spark
spreads materially increase in Mexico, such that minimum DSCRs
exceed 2x in all years. This would likely require
stronger-than-expected load growth, and higher spark spreads and
market capacity prices."
GARDNER DENVER: Moody's Hikes CFR to Ba3, Outlook Stable
--------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family Rating and
Probability of Default Ratings of Gardner Denver, Inc. to Ba3 and
Ba3-PD from B1 and B1-PD, respectively. The CFR upgrade is based on
the company's declining leverage and strong free cash flow as well
as Moody's expectation that the company will benefit from favorable
order trends in its three core businesses as well as positive
end-market fundamentals. The upgrade also reflects Moody's
expectation that Kohlberg Kravis Roberts & Co. L.P. ("KKR") will
continue to exit its remaining 46% equity investment through
additional secondary offerings instead of meaningful debt-funded
share repurchases. Concurrently, Moody's upgraded the ratings on
the company's senior secured revolving credit facility and term
loans to Ba3 from B1. The company's speculative grade liquidity
rating was affirmed at SGL-1, reflecting Moody's expectation that
the company will maintain very good liquidity supported by strong
free cash flow generation, a sizable cash balance, and lack of
meaningful debt maturities over the next 12-15 months. The ratings
outlook is stable.
Moody's took the following rating actions on Gardner Denver, Inc.:
Ratings Upgraded:
Corporate Family Rating, to Ba3 from B1
Probability of Default Rating, to Ba3-PD from B1-PD
$270 million senior secured revolving credit facility due 2020, to
Ba3 (LGD3) from B1 (LGD3)
$1.3 billion senior secured term loan due 2024, to Ba3 (LGD3) from
B1 (LGD3)
EUR615 million senior secured term loan due 2024, to Ba3 (LGD3)
from B1 (LGD3)
Ratings Affirmed:
Speculative Grade Liquidity Rating, at SGL-1
Outlook Action:
Outlook, Changed to Stable from Positive
RATINGS RATIONALE
Gardner Denver is reducing leverage through a combination of
proactive debt reduction, including over $250 million year-to-date
funded through free cash flow, and positive operating result trends
that Moody's anticipates will continue because of favorable
conditions across the company's industrial, energy and medical
businesses. The company's financial leverage profile as measured by
debt/EBITDA is expected to lie within the mid-2.0x to 3.0x range
(including Moody's standard adjustments) over the next 12-to-18
months. Debt/EBITDA of 3.0x as of September 30, 2018 was a
meaningful improvement from over 4.0x at 2017 year-end.
Gardner Denver's Ba3 CFR reflects its well-established position in
engineered products, diversity by end-market and geography, healthy
margins and good free cash flow generation. The company's EBITDA
margins are supported by its brand strength in mission critical
applications in its core energy, industrial and medical segments as
well as the benefits from restructuring efforts. The company
possesses a relatively large scale within its market (approximately
$2.6 billion annual revenue base), a sizable aftermarket business
(grown to approximately 40% of sales) and diversity by end-market
and geography with roughly half of sales generated abroad. These
factors temper the high degree of cyclicality in certain of its
end-markets such as oil and gas drilling and economically-sensitive
industrial businesses. Management's good cost discipline is
demonstrated by a resilient EBITDA margin during the 2014-2016
commodity down-cycle. The ratings anticipate that the company will
maintain a well-balanced financial policy including the funding of
future share repurchases under its $250 million share repurchase
program authorized in August of this year largely through internal
cash generation.
Moody's expects that Gardner Denver will continue to experience
revenue and related EBITDA growth into next year, but the company
is contending with headwinds that are likely to slow the pace of
earnings growth. These headwinds include tariff and
foreign-exchange related cost pressures, elevated commodity costs
as well as flatter energy-segment performance related to
limitations on Permian basin takeaway capacity.
KKR's remaining 46% equity ownership is a credit overhang that
creates event risk. Two secondary offerings have reduced KKR's
stake from an approximate 75% interest upon completion of the May
2017 initial public offering. Moody's views additional secondary
offerings as the most likely exit strategy. In addition, Gardner
Denver's very good liquidity and guidance to reduce net debt/EBITDA
leverage to roughly 2.0x (based on the company's calculation) at
year end 2018 from 2.2x at the end of September further support the
ratings.
The stable ratings outlook is based on the expectation that the
company's operating earnings will continue to improve, amidst
industry cost pressures, due to positive order trends in the
company's businesses and favorable end-market fundamentals. Moody's
also expects debt/EBITDA leverage will be in a mid-2.0x-3.0x range
over the next 12-18 months as the company pursues acquisitions, and
that the company will maintain very good liquidity.
An upward rating action would be driven by expectations of
debt-to-EBITDA improving to and sustained below 2.5x,
EBITA-to-interest exceeding 5.0x on a sustained basis, free cash
flow-to-debt in excess of 15%, continued positive organic revenue
growth, and strong liquidity.
The ratings could be downgraded if revenue and earnings
deteriorate, debt-to-EBITDA exceeds 3.5x, EBITA-to-interest
coverage weakens to below 3.0x and is sustained at those levels, or
liquidity meaningfully erodes. An aggressive financial policy such
as debt-financed share repurchases from KKR or the open market,
introduction of a meaningful recurring dividend, or sizable
acquisitions could also lead to a downgrade.
Gardner Denver, Inc., headquartered in Milwaukee, WI is a global
manufacturer of compressors, pumps and blowers used in general
industrial, energy, medical and other markets. Funds affiliated
with Kohlberg Kravis Roberts & Co. L.P. purchased the company in
July 2013. Post the company's May 2017 IPO and subsequent secondary
offerings, KKR owns approximately 46% of the company's common
shares. For the twelve months ended September 30, 2018, the company
generated revenues of approximately $2.6 billion.
The principal methodology used in these ratings was Global
Manufacturing Companies published in June 2017.
GEA SEASIDE: Disclosure Statement Hearing Set for Nov. 8
--------------------------------------------------------
The Bankruptcy Court will convene a hearing on November 8, 2019 at
10:30 a.m., to consider the adequacy of the disclosure statement
explaining GEA Seaside Investment Inc.'s plan of reorganization.
Class 82 - All General Unsecured Claims, including any wholly
unsecured second mortgage claims and any unsecured p portion of
claims valued pursuant to Section 506 of the Bankruptcy Code.
Holders of Class 82 Claims will recoup 2% of their total allowed
claim amount at $25 per month for 60 months.
Payments and distributions under the Plan will be funded by rental
income and/or sale income from real property.
A copy of the Disclosure Statement is available from
PacerMonitor.com at https://tinyurl.com/y8dh22zv at no charge.
About GEA Seaside Investment Inc.
GEA Seaside Investment Inc. sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-00800) on March
12, 2018. Judge Jerry A. Funk presides over the case.
No official committee of unsecured creditors has been appointed in
the Chapter 11 case of GEA Seaside Investment Inc. as of April 30,
according to a court docket.
HICKORY OPERATING 3: Hires Darby Law as Bankruptcy Counsel
----------------------------------------------------------
Hickory Operating 3 LLC seeks authority from the U.S. Bankruptcy
Court for the District of Nevada (Reno) to hire Darby Law Practice,
Ltd., as its legal counsel.
Hickory Operating 3 requires Darby Law to:
a. advise the Debtor of its rights, powers and duties as the
Debtor and debtor in possession in the continued operation of
business and management of its properties;
b. take all necessary action to protect and preserve the
Debtor's estate, including the prosecution of actions on the
Debtor's behalf, the defense of any actions commenced against the
Debtor, the negotiation of disputes in which the Debtor is
involved, and the preparation of objections to claims filed against
the Debtor's estate;
c. prepare on behalf of the Debtor all necessary motions,
applications, answers, orders, reports and papers in connection
with the administration of the Debtor's estate;
d. attend meetings and negotiations with representatives of
creditors, equity holders or prospective investors or acquirers and
other parties in interest;
e. appear before the Court, any appellate courts and the Office
of the United States Trustee to protect the interests of the
Debtor;
f. pursue approval of confirmation of a plan of reorganization
and approval of the corresponding solicitation procedures and
disclosure statement; and
g. perform all other necessary legal services in connection with
the Chapter 11 case.
The hourly rates for Darby Law professionals range from $300 to
$400. The firm will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Kevin A. Darby, a partner at Darby Law Practice, LTD, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.
Darby Law can be reached at:
Kevin A. Darby, Esq.
DARBY LAW PRACTICE, LTD
4777 Caughlin Parkway
Reno, NV 89519
Tel: (775) 322-1237
About Hickory Operating 3
Based in Quitman, Mississippi, Hickory Operating 3 LLC filed a
voluntary petition for relief under Chapter 11 of the Bankruptcy
Code (Bankr. D Nev. Case No. 18-51225) on Oct. 26, 2018. At the
time of filing, the Debtor estimated $50,001 to $100,000 in assets
and $10 million to $50 million in liabilities. Kevin A. Darby at
Darby Law Practice, Ltd., is counsel to the Debtor.
HICKORY OPERATING 3: Taps Equity Partners as Agent to Market Assets
-------------------------------------------------------------------
Hickory Operating 3 LLC seeks authority from the U.S. Bankruptcy
Court for the District of Nevada (Reno) to hire Equity Partners HG
LLC as the Debtor's exclusive agent to market and sell Debtor's
assets.
Services to be rendered by Equity Partners are:
(a) inspect the Debtor's assets to determine their physical
condition;
(b) prepare a program which may include marketing the Debtor's
assets through newspapers, magazines, journals, letters, fliers,
signs, telephone solicitation, the internet and/or such other
methods as Equity Partners may deem appropriate;
(c) prepare advertising letters, fliers and/or similar sales
materials, which would include information regarding the Assets;
(d) endeavor to locate parties who may have an interest in
becoming a joint venture partner, investing in, acquiring, or
refinancing the Debtor’s business or assets;
(e) circulate materials to interested parties regarding the
Debtor's assets, after completing confidentiality documents;
(f) respond, provide information to, communicate and negotiate
with and obtain offers from interested parties and make
recommendations to Debtor as to whether or not a particular offer
should be accepted;
(g) communicate regularly with Debtor in connection with the
status of Equity Partners' efforts with respect to the disposition
of the Assets. This shall include a weekly written report to all
Parties-in-Interest;
(h) if requested by Debtor, negotiate with various
stakeholders of the Debtor, including but not limited to, secured
and unsecured creditors and equity shareholders, in regards to the
possible financial restructuring of the existing claims of the
creditors and/or equity stakeholders of the Debtor;
(i) recommend to Debtor the proper method of handling any
specific problems encountered with respect to the marketing or
disposition of the Assets;
(j) perform related services necessary to maximize the
proceeds to be realized for the Assets.
Equity Partners' will receive a flat fee of $125,000 from sale of
Debtor, and Debtor's affiliates, assets.
Equity Partners is a "disinterested person" within the meaning of
Section 101(14) of the Bankruptcy Code as required by Section
327(a) of the Bankruptcy Code, as disclosed in a court filing.
Equity Partners can be reached through:
Kenneth W. Mann
Equity Partners HG LLC
16 N. Washington St., Suite 102
Easton, MD 21601
Phone: (866) 969-1115
E-mail: KMann@EquityPartnersHG.com
About Hickory Operating 3
Based in Quitman, Mississippi, Hickory Operating 3 LLC filed a
voluntary petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 18-51225) on
Oct. 26, 2018. At the time of filing, the Debtor estimated $50,001
to $100,000 in assets and $10 million to $50 million in
liabilities. Kevin A. Darby at Darby Law Practice, Ltd., is the
Debtor's counsel.
INFOR INC: Fitch Withdraws B LT IDR Due to Commercial Reasons
-------------------------------------------------------------
Fitch Ratings has affirmed and withdrawn the following ratings for
Infor:
Infor (US), Inc.
-- Long-Term Issuer Default Rating (IDR) at 'B';
-- Senior secured credit facilities at 'BB'/'RR1';
-- Senior secured notes at 'BB'/'RR1';
-- Senior unsecured notes at 'CCC+'/'RR6'.
Infor Inc.
-- Long-Term IDR at 'B'.
Infor Software Parent, Inc. and Infor Software Parent, LLC
-- Long-Term IDR at 'B';
-- Holdco contingent cash pay notes at 'CCC/RR6'.
Fitch has withdrawn Infor's ratings for commercial reason. Fitch
reserves the right in its sole discretion to withdraw or maintain
at any time for any reason it deems sufficient.
KEY RATING DRIVERS
Stable Business Model: Infor generates approximately 45% of its
revenue from maintenance, which is highly stable and more resilient
than license fees and professional services, and an additional 18%
of revenue from subscription-based software-as-a-service (SaaS)
applications. While the maintenance revenue mix should decline as
customers migrate to SaaS, Fitch expects limited impact on total
revenue and cash flow visibility due to the repeatable nature of
subscription-based SaaS revenue. In addition, Fitch expects the
recurring nature of SaaS to enhance the value of customers over the
life of the customer versus the legacy perpetual licensing
structure.
High Leverage: Fitch views leverage as the primary driver for the
difference in the IDR between Infor and Fitch-rated software peers
with similar profitability and business risk profiles. Fitch
estimates total gross leverage (total debt to operating EBITDA) of
7.9x for fiscal year (FY) 2019. Given Infor's acquisitive nature
and private ownership, Fitch assumes leverage remains above 7.0x
over the rating horizon.
Debt-funded M&A: Fitch's rating incorporates the expectation of
additional M&A, which could affect pace of deleveraging and add
execution risk from integration of technology, personnel and
operations. Acquisitions that do not adversely impact Infor's
leverage profile but increase diversity or enhance product
capabilities could benefit the rating.
Strong FCF: Fitch expects Infor to generate over $300 million of
annual FCF (before dividend) with margins gradually expanding from
9% to 11% over the rating horizon. While strong relative to the
rating category, Infor's FCF margin is lower than higher rated
software peers due to its relatively higher interest expense, which
amounts to about 11% of total revenue (over $350 million per year),
versus higher rated software peers at about 1%-2% of total
revenue.
Product and End Market Diversity: Infor offers a broad portfolio of
horizontal and vertical software and middleware products across
most major end markets. The company is meaningfully exposed to
manufacturing; however, lower beta public sector and healthcare
markets help reduce performance volatility associated with more
cyclical industries. Infor's diversified base of over 90,000
customers with none representing over 10% of total revenue further
mitigates business risk.
Cloud Migration: Cloud adoption across software verticals continues
apace, with less penetrated verticals such as financial management
now seeing large scale adoptions. The associated shift in revenue
models and required operational investment are negatively impacting
margins and FCF profiles for many issuers. While this dynamic will
continue to impact Infor's margins and FCF over the near to medium
term, Fitch believes Infor's ongoing cloud investment is
appropriate, and critical for the company to maintain a strong
competitive position.
DERIVATION SUMMARY
The ratings are supported by Infor's large and diverse customer
base, recurring revenue, broad product portfolio, and diverse end
market exposure. While Infor's business characteristics are
consistent with investment grade software companies, the ratings
are constrained by Fitch's expectations for gross leverage (total
debt to operating EBITDA) to remain near 8.0x over the rating
horizon and by Infor's financial policies regarding debt-funded
acquisitions and sponsor dividends. Fitch believes Infor is
navigating the enterprise software industry's migration to the
cloud with minimal business disruption, although the required
investment to continue to keep pace should suppress operating and
free cash flow (FCF) margin expansion in the near to medium term.
Fitch believes customer expectations for more embedded analytics
and consumer-grade enterprise software will increase the
competitive intensity of the industry and pressure enterprise
software providers to invest in these capabilities to remain
competitive.
KEY ASSUMPTIONS
Fitch's Key Assumptions Within Its Rating Case for the Issuer
-- Revenue growth in the mid- to high-single-digits;
-- EBITDA margins remaining stable in the mid-20's;
-- Capex to revenue ratio stable at 2.8%;
-- Annual acquisitions of $250 million, consistent with recent
trends;
-- Special dividend of $2 billion in FY2021 partly financed by
$1.7 billion in incremental debt coinciding with refinancing of
term loans.
For entities rated 'B+' and below, where default is closer and
recovery prospects are more meaningful to investors, Fitch
undertakes a tailored, or bespoke, analysis of recovery upon
default for each issuance. The resulting debt instrument rating
includes a Recovery Rating (RR), graded from 'RR1' to 'RR6', and is
notched from the IDR accordingly. In this analysis, there are three
steps: estimating the distressed enterprise value (EV), estimating
creditor claims and distribution of value.
In estimating a distressed EV for Infor, Fitch assigned a 7.0x
EBITDA multiple to a going-concern EBITDA. In the 21st edition of
Fitch's Bankruptcy Enterprise Values and Creditor Recoveries case
studies, Fitch notes nine past reorganizations in the Technology
sector with recovery multiples ranging from 2.6x to 10.8x. Of these
companies, only three were in the Software sector: Allen Systems
Group, Inc., Avaya, Inc. and Aspect Software Parent, Inc., which
received recovery multiples of 8.4x, 8.1x and 5.5x, respectively.
Fitch believes Infor's stable position in enterprise applications
and highly visible revenue outlook support a recovery multiple at
the high-end of this range. The going-concern EBITDA is assumed to
be 23% below LTM EBITDA. The going-concern EBITDA estimate reflects
Fitch's view of a sustainable, post-reorganization EBITDA level,
upon which Fitch bases the valuation of the company.
RATING SENSITIVITIES
Rating sensitivities are no longer relevant given the rating
withdrawals.
LIQUIDITY
Liquidity as of July 31st, 2018 was sufficient, based on Fitch's
expectations for annual FCF (before dividend) of $300 million to
$450 million over the rating horizon, and $109 million available
under a committed revolving credit facility. The company has no
significant maturities until 2020 when $500 million of total debt
matures.
Total funded debt as of July 31, 2018 is $6.6 billion and consists
of:
-- $120 million senior secured revolving credit facility due 2019
(undrawn);
-- $2.101 billion senior secured term loan B-6 due 2022;
-- EUR988 billion senior secured term loan B-2 due 2022;
-- $500 million senior secured bonds due 2020;
-- $7 million of capital lease obligations;
-- $1.630 billion 6.5% senior unsecured notes due 2022;
-- EUR350 million 5.75% senior unsecured notes due 2022;
-- $750 million senior contingent cash pay notes due 2021.
FULL LIST OF RATING ACTIONS
Fitch has affirmed and withdrawn the following ratings:
Infor (US), Inc.
-- Long-Term Issuer Default Rating (IDR) at 'B'; withdrawn;
-- Senior secured credit facilities at 'BB'/'RR1'; withdrawn;
-- Senior secured notes at 'BB'/'RR1'; withdrawn;
-- Senior unsecured notes at 'CCC+'/'RR6'; withdrawn.
Infor Inc.
-- Long-Term IDR at 'B'; withdrawn.
Infor Software Parent, Inc. and Infor Software Parent, LLC
-- Long-Term IDR at 'B'; withdrawn.
ISLAND FESTIVAL: Plan Outline Okayed, Plan Hearing on Dec. 7
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico will
consider approval of the Chapter 11 plan of reorganization for
Island Festival Rentals and Recycling Corp. at a hearing on
Dec. 7, at 9:30 a.m.
The hearing will be held at Jose V. Toledo Federal Building and
U.S. Courthouse, Courtroom 1.
The court will also consider at the hearing the final approval of
the company's disclosure statement, which it conditionally approved
on Oct. 30.
The latest plan proposes to pay creditors holding Class 7 general
unsecured claims 4.36% or $15,000 of their allowed unsecured
claims. Island Festival will make one payment of $15,000 on the
effective date of the plan unless unsecured creditors agree with
the company to a different treatment.
Island Festival estimates the total amount of Class 7 general
unsecured claims at $343,862, according to the company's amended
disclosure statement filed on Oct. 25.
A copy of the amended disclosure statement is available for free
at:
http://bankrupt.com/misc/prb17-01377-280.pdf
About Island Festival Rentals
Island Festival Rentals and Recycling Corp., a Commonwealth of
Puerto Rico corporation, was established by Wilfredo Medina
Ramirez, who presently serves as president. It is dedicated to
operate a business engaged in the recycling and sale of metals. It
is also engaged in the rental of party equipment for events. Its
main place of business is located at Carr. 181 Ramal 8860 KM 5.9
Bo. Las Cuevas Trujillo Ato, PR 00976. In addition to this
property, debtor has a lease in a commercial property located at
Parque Industrial Los Frailes, Sector Cubita, Guaynabo PR, in which
the rental party equipment is kept and from where such part of the
business operates.
Island Festival Rentals and Recycling sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 17-01377)
on Feb. 28, 2017. The petition was signed by Wilfredo Medina
Ramirez, president. At the time of the filing, the Debtor
estimated assets of less than $100,000 and liabilities of $1
million to $10 million.
The case is assigned to Judge Edward A Godoy.
The Debtor tapped Almeida & Davila, PSC as its legal counsel, and
Tamarez CPA, LLC as its accountant.
JACK COOPER: Moody's Assigns Caa1 CFR, Outlook Stable
-----------------------------------------------------
Moody's Investors Service assigned ratings to Jack Cooper Ventures,
Inc., including a Caa1 Corporate Family Rating and Caa1-PD
Probability of Default Rating. Concurrently, Moody's assigned a B3
rating to the company's $196 million first lien secured term loan
facility due 2023. The ratings outlook is stable.
The following ratings were assigned:
Corporate Family Rating, Caa1
Probability of Default Rating, Caa1-PD
$196 million first lien senior secured term loan, B3 (LGD5)
Outlook, stable
RATINGS RATIONALE
The Caa1 CFR reflects Jack Cooper's high financial leverage for a
cyclical company. Moody's expects moderating demand in the
company's core US light vehicle auto end market to continue
weighing on top line growth and operating margins over the next
year. A high concentration to auto OEMs (with Ford, GM and Toyota
representing 86% of revenue) also presents downside revenue risk.
Moody's believes the company will maintain a focus on cost saving
and efficiency initiatives, integrating recent acquisitions, and
recovering market share and lost business from customers concerned
with its financial condition prior to concluding a number of
distressed debt exchanges in 2016 and 2017. This should help
reverse a trend of sustained revenue declines and support
moderately better credit metrics over the next year. However, there
is a degree of execution risk and the industry is fragmented and
competitive.
The rating recognizes Jack Cooper's good position in the US auto
carrier market based on its large national footprint and long
established relationships with blue chip customers. The company's
efficiency measures, combined with better cost flexibility and some
higher margin business from acquisitions made through September
2018 should drive moderately higher adjusted operating margins to
at least high single digit levels over the next 12-18 months (all
metrics inclusive of Moody's standard adjustments) from around the
mid-single digit range. These factors and expectations of better
working capital management should support a positive inflection in
free cash flow after negative levels in recent years. Nevertheless,
Moody's anticipates that debt-to-EBITDA leverage (adjusted for
pension and lease obligations) will remain highly elevated, albeit
improving to approximately 9x over the next year. Debt levels are
also likely to increase with paid-in-kind interest on certain debt
instruments and potential borrowings to fund further acquisitive
growth.
The stable outlook reflects Moody's expectations of a modest
improvement in credit metrics and moderately positive free cash
flow generation of at least $10-$15 million over the next 12-18
months, aided by operational efficiencies and earnings realization
from recent acquisitions and new business wins. This is balanced
against the company's elevated leverage profile amid expected
revenue headwinds in its core transport business and margin
pressures. Moody's also expects the company to maintain at least
adequate liquidity, including availability and covenant headroom
under an $85 million ABL revolver, as well as a capital structure
and financial policies that support the Caa1 CFR.
The B3 rating on the senior secured first lien term loan, one notch
above the CFR, reflects its priority of claim in the capital
structure and Moody's expectation of recovery in a distressed
scenario.
The ratings could be downgraded with a meaningful deterioration in
business conditions or lower than expected operating performance,
including a lack of progress with reducing leverage towards 9x over
the next year. A weakening of the liquidity profile, including
diminishing availability under the revolver or unfavorable working
capital swings and sustained negative free cash flow would also
drive downwards rating pressure, as would acquisitions or
shareholder returns that increase debt leverage.
Positive ratings traction could develop with consistent positive
free cash flow generation that is deployed to debt reduction beyond
mandatory amortization, as well as debt-to-EBITDA that is sustained
below 7x and EBIT-to-interest of at least 1 times accompanied by a
stronger liquidity profile.
The principal methodology used in these ratings was Global Surface
Transportation and Logistics Companies published in May 2017.
Jack Cooper Ventures, Inc. is an indirect parent of Jack Cooper
Holdings Corp., a provider of over-the-road transportation of
automobiles, SUVs, light trucks and the related logistics in the
U.S. and Canada. Revenues were approximately $580 million as of the
last twelve months ended June 30, 2018.
JAGUAR HEALTH: Sabby Healthcare Acquires 5.13% Stake as of Oct. 29
------------------------------------------------------------------
Sabby Healthcare Master Fund, Ltd., Sabby Management, LLC, and Hal
Mintz disclosed in a Schedule 13G filed with the Securities and
Exchange Commission that as of Oct. 29, 2018, they beneficially
owns 1,246,308 shares of common stock Jaguar Health, Inc., which
represents 5.13% of the shares outstanding.
Sabby Management, LLC and Hal Mintz do not directly own any shares
of Common Stock, but each indirectly owns 1,246,308 shares of
Common Stock. Sabby Management, LLC, a Delaware limited liability
company, indirectly owns 1,246,308 shares of Common Stock because
it serves as the investment manager of Sabby Healthcare Master
Fund, Ltd. Mr. Mintz indirectly owns 1,246,308 shares of Common
Stock in his capacity as manager of Sabby Management, LLC.
A full-text copy of the regulatory filing is available for free
at:
https://is.gd/KZRKf1
About Jaguar Health
Jaguar Health, Inc. -- http://www.jaguar.health/-- is a commercial
stage natural-products pharmaceuticals company focused on
developing novel, sustainably derived gastrointestinal products on
a global basis. Its wholly-owned subsidiary, Napo Pharmaceuticals,
Inc., focuses on developing and commercializing proprietary human
gastrointestinal pharmaceuticals for the global marketplace from
plants used traditionally in rainforest areas. Jaguar Health's
principal executive offices are located in San Francisco,
California.
Jaguar Health reported a net loss of $21.96 million for the year
ended Dec. 31, 2017, compared to a net loss of $14.73 million for
the year ended Dec. 31, 2016. As of June 30, 2018, Jaguar Health
had $46.15 million in total assets, $23.13 million in total
liabilities, $9 million in Series A convertible preferred stock and
$14.01 million in total stockholders' equity.
BDO USA, LLP, in San Francisco, Calif., issued a "going concern"
opinion in its report on the consolidated financial statements for
the year ended Dec. 31, 2017, stating that the Company has suffered
recurring losses from operations and an accumulated deficit that
raise substantial doubt about its ability to continue as a going
concern.
JONES ENERGY: Reports Third Quarter Net Loss of $35.4 Million
-------------------------------------------------------------
Jones Energy, Inc., announced financial and operating results for
the quarter ended Sept. 30, 2018 and initial fourth quarter 2018
guidance. Jones Energy also plans to host a conference call on
Nov. 1, 2018 to discuss the quarter and provide a Company update.
Highlights:
* Average daily net production for third quarter 2018 of 21.8
MBoe/d, at the high end of guidance. Oil production of 5.6
MBbl/d within the range of guidance.
* Merge HBP drilling expected to be complete in the fourth
quarter of 2018, with all HBP wells online by year-end 2018.
* Malinda 2H, the Company's first operated Marmaton well
achieves peak IP-30 of 582 Boe/d (3-stream, 62% oil, 77%
liquids).
* Net loss for the third quarter of 2018 of $35.4 million, or a
net loss of $7.16 per share, non-GAAP adjusted net loss of
$33.5 million, or a non-GAAP adjusted net loss of $6.77 per
share, and EBITDAX of $20.0 million.(1) This EBITDAX was
negatively impacted by $16.1 million of hedge-related losses.
Financial Results
Total operating revenues for the three months ended Sept. 30, 2018
were $59.7 million as compared to $44.2 million for the three
months ended Sept. 30, 2017. Total revenues including current
period settlements of matured derivative contracts were $43.6
million for the three months ended Sept. 30, 2018 as compared to
$66.1 million for the three months ended Sept. 30, 2017.
Total operating expenses for the three months ended Sept. 30, 2018
were $66.0 million as compared to $68.6 million for the three
months ended Sept. 30, 2017.
For the three months ended Sept. 30, 2018, the Company reported a
net loss of $35.4 million, of which a net loss of $35.0 million, or
$7.16 per share, is attributable to common shareholders. This
compares to a net loss of $83.0 million, of which a net loss of
$66.8 million, or $18.27 per share, was attributable to common
shareholders for the three months ended Sept. 30, 2017. Excluding
hedge losses and certain other items that the Company does not view
as indicative of its ongoing financial performance, the Company had
adjusted net loss for the third quarter 2018 of $33.5 million, or
adjusted net loss of $6.77 per share attributable to common
shareholders, as compared to adjusted net loss of $10.9 million, or
a loss of $2.53 per share attributable to common shareholders for
the three months ended Sept. 30, 2017.
Earnings before interest, income taxes, depreciation, amortization,
and exploration expense ("EBITDAX") for the third quarter of 2018
of $20.0 million was negatively impacted by $16.1 million of
current period settlements of matured derivative contracts. This
compares to third quarter 2017 EBITDAX of $47.1 million.
Reverse Stock Split
During the third quarter of 2018 Jones Energy's Board of Directors
approved and implemented a 1-for-20 reverse stock split for the
Company's Class A and Class B Common Stock, which had previously
been approved by common stockholder vote at the Company's Annual
Meeting in May 2018. The reverse stock split became effective
Sept. 7, 2018 at 5:00 pm Eastern Time. The shares of Class A
common stock continued trading on the New York Stock Exchange
without interruption and began trading on a split-adjusted basis on
Sept. 10, 2018. As a result of its implementation, Jones Energy
cured its previously announced stock price deficiency with the NYSE
on Sept. 21, 2018.
Preferred Dividend Update
On July 17, 2018, the Company's Board of Directors declared a
contingent dividend on the Company's 8.0% Series A Perpetual
Convertible Preferred Stock, payable in Class A common stock on
Aug. 15, 2018 to holders of record as of Aug. 1, 2018. It was
announced on Aug. 15, 2018 that the Dividend Valuation Price did
not meet the required Floor Price, and the dividend was not paid.
The right to receive that dividend accrued for holders of Preferred
Stock.
On Oct. 15, 2018 the Company's Board of Directors declared a
contingent dividend on the Preferred Stock under the same terms,
payable in Class A common stock on Nov. 15, 2018 to holders of
record as of Nov. 1, 2018, including the requirement that the
Dividend Valuation Price of the stock must meet the required Floor
Price, which has been adjusted for the Company's 1-for-20 reverse
stock split, in order to be paid. If the dividend is not paid, the
Company will have used three of its five permitted dividend
non-payments without penalty and the right to receive the dividend
will again accrue for holders of Preferred Stock.
Operating Results
During the third quarter of 2018 Jones Energy produced 2.0 MMBoe,
or 21,750 Boe/d, which was at the high end of guidance, supported
by natural gas and NGL outperformance. Third quarter oil volumes
of 5,587 Bbls/d were within Company guidance.
Merge
During the third quarter of 2018, the Company spud three wells and
completed three wells in the Merge. Of the three wells completed,
two were Meramec and one was a Woodford. Third quarter Merge
production of 7,837 Boe/d reflects the Company's slowdown in
activity and is indicative of having fewer completions during the
quarter as compared to the first two quarters of 2018. The Company
currently has three wells, including its remaining two HBP operated
wells, in various stages of completion which are expected to be
placed online during the fourth quarter.
Western Anadarko Basin (WAB)
During the quarter, the Company completed two wells, including its
first operated Marmaton well in Ochiltree County, the Malinda 2H,
which began flowback in early August. The Malinda 2H achieved a
peak three-stream IP30 rate of 582 Boe/d, consisting of 62% oil and
77% liquids. The Company is encouraged by these strong early
production rates and will continue to selectively drill additional
Marmaton targets.
During the third quarter of 2018, Jones Energy also spud two wells
in the WAB (one Cleveland, one Marmaton). The Company anticipates
completing both wells during the fourth quarter. Jones Energy had
one rig working during the third quarter but expects to have
limited WAB activity during the fourth quarter of 2018.
Capital Expenditures
During the third quarter of 2018, the Company spent $43.6 million
on capital expenditures, of which $36.4 million, or 84% of total
capital expenditures, was related to drilling and completion
capital. Operated D&C capital expenditures was $30.9 million and
third-party non-operated D&C capital expenditures was $5.5 million.
The remaining $7.2 million of capital expenditures for the quarter
was related to leasing and maintenance. Capital expenditures for
the first nine months of 2018 totaled $154.1 million, of which
year-to-date third party non-operated drilling and completion
capital was $22.6 million.
Initial 2018 Fourth Quarter Guidance
Jones Energy is announcing projected average daily production of
19,400 to 20,400 Boe/d for the fourth quarter of 2018. The Company
is focused on completing its HBP Merge program, which includes two
of the three completions that are anticipated during the fourth
quarter. These completions are expected to have minimal impact on
the Company's production during the fourth quarter but should
meaningfully contribute to production in early 2019. Jones Energy
expects limited WAB activity for the remainder of the year. As a
result of the anticipated fourth quarter Merge completion activity
and increased working interest capital in wells drilled prior to
the quarter, expenditures for the fourth quarter of 2018 are
anticipated to be between $38 million and $43 million.
Liquidity and Hedging
As of Sept. 30, 2018, Jones Energy had approximately $94 million in
cash. As previously announced, the Company continues to explore
strategic alternatives and debt reduction initiatives, including
the potential divestment of certain noncore assets and further
borrowing as permitted under the Company's indentures.
A full-text copy of the press release is available for free at:
https://is.gd/FEz2dP
About Jones Energy
Austin, Texas-based Jones Energy, Inc. --
http://www.jonesenergy.com/-- is an independent oil and natural
gas company engaged in the development and acquisition of oil and
natural gas properties in the Anadarko basin of Oklahoma and Texas.
The Company's Chairman, Jonny Jones, founded its predecessor
company in 1988 in continuation of his family's long history in the
oil and gas business, which dates back to the 1920s.
Jones Energy reported a net loss attributable to common
shareholders of $109.4 million in 2017, a net loss attributable to
common shareholders of $45.22 million in 2016, and a net loss
attributable to common shareholders of $2.38 million in 2015. As
of June 30, 2018, Jones Energy had $1.85 billion in total assets,
$1.26 billion in total liabilities, $91.53 million in series A
preferred stock, and $504.93 million in total stockholders'
equity.
NYSE Noncompliance
On March 23, 2018, the New York Stock Exchange notified the Company
that it was non-compliant with certain continued listing standards
because the price of the Company's Class A common stock over a
period of 30 consecutive trading days had fallen below $1.00 per
share, which is the minimum average closing price per share
required to maintain a listing on the NYSE.
KAIROS HOMES: Seeks Authorization to Use Sale Proceeds
------------------------------------------------------
Kairos Homes, L.L.C. requests the U.S. Bankruptcy Court for the
Northern District of Texas for authority to use cash collateral in
the estimated amount of $588,000 as set forth in the Budget.
The Debtor needs to use the proceeds from the sale of four
properties in order to meet its payroll and to purchase supplies
needed in the operation of its business. The Debtor has no other
funds with which to pay such expenses and if such expenses are not
paid, the Debtor will be unable to continue its business
operations. Specifically, the Debtor needs to satisfy following
monies in order to continue operating:
Payroll $131,386
Materials $189,600
Subs $85,050
Miscellaneous $4,500
Rent and Bills $8,000
Kairos Homes' primary creditor is the Internal Revenue Service.
The IRS has filed federal tax liens on the assets of the Debtor.
Based upon the proof of claim filed by the IRS in the secured
amount of $775,279 and unsecured amount of $334,757, the Debtor
represents that the IRS is oversecured.
As adequate protection for the IRS, the Debtor proposes monthly
payments in the amount of $20,000 until the Chapter 11 Plan is
confirmed. The Debtor will also provide the IRS a bi-weekly budget
for review to confirm that the budget is feasible in its continued
venture as a homebuilder.
Moreover, the Debtor will protect the interest of the IRS and KNABE
Investments Inc. by providing the IRS a lump-sum payment of
$100,000 and KNABE a lump-sum payment of $10,000.
A full-text copy of the Debtor's Motion is available at
http://bankrupt.com/misc/txnb18-43969-22.pdf
About Kairos Homes
Kairos Homes, L.L.C. -- http://www.kairoshomesllc.com/-- is a home
builder in Fort Worth, Texas. Kairos Homes filed a Chapter 11
petition (Bankr. N.D. Tex. Case No. 18-43969) on Oct. 3, 2018. In
the petition signed by Brian Frazier, president, the Debtor
disclosed $3,006,914 in assets and $1,116,717 in liabilities. The
Hon. Mark X. Mullin presides over the case. John Park Davis, Esq.,
at Davis Law Firm, serves as bankruptcy counsel.
KCST USA: Wants to Continue Using Cash, Extend Loan Facility
------------------------------------------------------------
KCST USA, Inc., requests the U.S. Bankruptcy Court for the District
of Massachusetts (a) for authority to use the cash collateral in
which Axia Net Media Corp ("ANMC") asserts an interest; and (b) for
an extension of the Debtor's post-petition lending financing with
ANMC secured by a lien on the Debtor's assets.
The Debtor requests authority to use cash on hand and receipts
generated by operations, including the collection of accounts
receivable, in which Axia Net Media Corp ("ANMC") asserts an
interest, to pay Budgeted Expenses for the period from the date of
allowance of Debtor's Cash Collateral Motion through January 31,
2019, and authority to extend the DIP Loan Facility from October
31, 2018 to the earlier of January 31, 2019 or confirmation of a
plan of reorganization.
The Cash Collateral will be used to pay the Debtor's direct
operating costs and to pay the cost of network services provided by
ANMC's affiliates, Axia Connect Ltd. and Axia Supernet Ltd.
The Debtor filed this Chapter 11 case to maintain the operation of
the middle mile broadband network spanning central and western
Massachusetts pending resolution of disputes with the licensor of
the Network -- Massachusetts Technology Collaborative ("MTC"). In
connection therewith, on or around the Petition Date, the Debtor
entered into the DIP Loan Facility with ANMC to provide funding for
operations for thirteen weeks.
The Debtor's use of cash collateral and the DIP Loan Facility has
been extended on several occasions. The Sixth Financing Motion was
approved on Sept. 25, 2018, extending the DIP Loan Facility and use
of cash collateral to Oct. 31, 2018.
Since early 2018, the Debtor, ANMC, and MTC have been engaged in
consolidated arbitration proceedings. At or around the time of the
bankruptcy filing, ANMC commenced an action against MTC in the
United States District Court for the District of Massachusetts for
a declaratory judgment respecting obligations under its limited
guaranty to MTC and the Debtor has since intervened in that
action.
MTC has filed a proof of claim against the Debtor, asserting a
claim in the amount of $30,544,272. Consequently, the Debtor
commenced Adversary Proceeding No. 17-4049, objecting to MTC's
proof of claim and asserting counterclaims for breach of contract,
misrepresentation, breach of covenant of good faith and fair
dealing and turnover.
The Sole Arbitrator conducted approximately 30 days of hearings in
spring and summer of 2018. On October 2, 2018, the Arbitrator
issued his Partial Final Award, which fully and finally resolved
all issues brought before the arbitrator other than imposition of
costs against MTC, which is expected to be determined shortly. The
Partial Final Award, among other things: (i) directed MTC to pay
approximately $12 million to KCST and Axia; (ii) reform the Network
Operator Agreement to incorporate certain provisions of a network
operator agreement negotiated between MTC and a prospective
successor operator; and (iii) resolved all claims and counterclaims
among the parties, other than payment of costs.
A final arbitrator award incorporating payment of costs is
anticipated in the next few weeks. KCST and its advisors are
evaluating the terms of the Partial Final Award to determine its
impact upon the Debtor's rights under the NOA and the value of the
contract as reformed. As a result, KCST and ANMC have negotiated a
90-day extension of the financing arrangement to provide an
opportunity to evaluate the results of the arbitration, determine
appropriate next steps in the reorganization process and to ensure
continued operation of the Network.
The Debtor seeks to keep the existing DIP Loan Facility in place
through the Budget Period, although it does not anticipate
additional borrowings during such period. The DIP Loan Facility
will otherwise be on the existing terms and conditions, which are
repeated for convenience as follows:
A. Interest: Fixed interest rate of 5% per annum based upon a
360 day year, payable upon loan maturity, with a default rate of
interest of 7%.
B. Security/Priority: Security for the DIP Loan Facility will
consist of a security interest in all of the Debtor's assets
including but not limited to accounts receivable, inventory, and
other tangible and intangible personal property, all as further set
forth in the motion approving the DIP Loan Facility, exhibits
attached thereto, and orders approving same. The collateral
expressly excludes any so-called bankruptcy avoidance actions under
subchapter 5 of the Bankruptcy Code. Additionally, ANMC will have
an administrative expense priority pursuant to Section 503(b) of
the Bankruptcy Code.
C. Loan Funding: Additional borrowings will be in accordance
with a Budget agreed to by the Debtor and ANMC.
D. Events of Default:
(a) the dismissal or conversion to Chapter 7 of the
Debtor's Chapter 11 bankruptcy proceeding;
(b) the occurrence of the Maturity Date of the DIP Loan,
unless the DIP Loan has been paid or is paid in full on the
Maturity Date;
(c) the appointment of a trustee or examiner of the
Debtor;
(d) the grant of relief from the automatic stay to any
creditor to exercise secured party rights with respect to a
substantial portion of the Debtor's assets;
(e) reversal, vacation, or modification of the Court's
order approving the DIP Loan Facility;
(f) the grant of a lien upon the Debtor's assets senior to
the lien granted to ANMC.
Moreover, in order to provide ANMC with adequate protection on
account of the use and disposition of the cash collateral, ANMC
will have a continuing lien upon the same assets in which ANMC was
granted a security interest pursuant to the DIP Financing,
including the proceeds of such collateral. The Debtor will
preserve the collateral of ANMC through its continued operation of
the Network.
A full-text copy of the Debtor's Motion is available at
http://bankrupt.com/misc/mab17-40501-229.pdf
About KCST USA, Inc.
KCST USA, Inc., based in Concord, Mass., filed a Chapter 11
petition (Bankr. D. Mass. Case No. 17-40501) on March 22, 2017. In
the petition signed by Terrence Fergus, its president, the Debtor
estimated $500,000 to $1 million in assets and $10 million to $50
million in liabilities. The Hon. Elizabeth D. Katz presides over
the case. Andrew G. Lizotte, Esq., and Harold B. Murphy, Esq., at
Murphy & King, P.C., serve as bankruptcy counsel to the Debtor.
Stephen Darr of Huron Consulting Services, LLC, is the chief
restructuring officer.
KORE WIRELESS: Moody's Assigns B3 CFR, Outlook Stable
-----------------------------------------------------
Moody's Investors Service assigned to KORE Wireless Group Inc. a B3
Corporate Family rating, a B3-PD Probability of Default rating, a
B2 to the proposed senior secured first lien term loan and
revolving credit facility and a Caa2 to the proposed senior secured
second lien term loan. The rating outlook is stable.
The proceeds of the proposed debt will be used to refinance the
company's $323 million of existing debt, partially fund the
purchase of a European mobile virtual network operator and
electronic subscriber identification module technology provider and
pay transaction-related fees and expenses. Consideration for the
acquisition also includes rolled-over equity from the sellers and
deferred cash compensation subject to performance tests.
RATINGS RATIONALE
The B3 CFR reflects KORE's small revenue scale, narrow operating
scope, free cash flow to debt expected to be only about 3% in 2019
and very high debt to EBITDA above 8 times as of June 30, 2018 on a
pro forma basis that Moody's expects will fall below 7 times over
the next 12-18 months. KORE provides managed wireless network
services, including location and other telematics, in a somewhat
concentrated and narrow niche of the wireless network services
market. The company competes against a diverse set of companies,
including much larger wireless telecommunications services
providers. Competitive pressures necessitate ongoing investment in
key technologies, limiting potential free cash flow expansion and
debt reduction. Moody's anticipates over 90% of KORE's revenue will
come from subscription based managed network solutions; the
subscription revenue model provides high revenue visibility and
stability. Through the acquisition, KORE will gain greater control
of its European network by incorporating the acquired company's
mobile virtual network into its own and be able to offer its
proprietary eSIM technology to KORE's customers. Moody's
anticipation of increasing demand for managed wireless network
services from growth of the internet of things and related
connectivity requirements and the significant barriers to entry
provided by KORE's difficult to replicate technology, customer
relationships and wireless broadband carrier relationships provide
additional support.
All financial metrics cited reflect Moody's standard adjustments.
Moody's also reclassifies capitalized software costs as an expense.
Liquidity is considered good. Moody's expects KORE to have over $15
million of balance sheet cash at closing and full availability
under the proposed $30 million revolver over the next 12 to 18
months. Free cash flow is expected to be less than $10 million in
2019 but should grow thereafter, driven by anticipated revenue
growth and improving rates of profitability. Moody's anticipates
there will be ample cushion over the next 12 months under the
maximum leverage ratio covenants (as defined in the debt
agreements) applicable to the rated debt. The first lien term loan
has about $2 million of required annual amortization.
The B2 rating on the senior secured first lien revolver and term
loan reflects the B3-PD PDR and a loss given default assessment of
LGD3, reflecting their priority in Moody's waterfall of claims at
default ahead of all other obligations of the company. The credit
facility is secured by a first lien pledge of substantially all of
the domestic assets of the guarantor subsidiaries through secured
upstream guarantees.
The Caa2 rating on the senior secured second lien term loan
reflects the B3-PD PDR and a loss given default assessment of LGD5,
reflecting its second priority in Moody's waterfall of claims at
default behind the first lien obligations and ahead of all
unsecured obligations of the company. The term loan is secured by a
second lien pledge of substantially all of the domestic assets of
the guarantor subsidiaries through secured upstream guarantees.
The stable outlook reflects Moody's expectations for low
single-digit revenue growth, expanding EBITA margins of over 20%
and debt to EBITDA to fall below 7 times in the next 12 to 18
months.
The ratings could be upgraded if Moody's anticipates: 1)
accelerated revenue growth; 2) debt to EBITDA will remain under 6.5
times; and 3) free cash flow to debt of at least 5%. A demonstrated
commitment to balanced financial policies and maintenance of good
liquidity are also important considerations for higher ratings.
Ratings could be downgraded if: 1) revenues or customer retention
rates decline; 2) free cash flow to debt is below 2%; 3) EBITA
margins fall; 4) liquidity deteriorates; or 5) there is a
diminished commitment to financial leverage reduction and balanced
financial policies.
Issuer: KORE Wireless Group Inc.
Corporate Family Rating, assigned at B3
Probability of Default Rating, assigned at B3-PD
Senior Secured First Lien, assigned at B2 (LGD3)
Senior Secured Second Lien, assigned at Caa2 (LGD5)
Outlook, is Stable
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
KORE WIRELESS: S&P Assigns B- Issuer Credit Rating, Outlook Stable
------------------------------------------------------------------
S&P Global Ratings assigned its 'B-' issuer credit rating to KORE
Wireless Group Inc. The rating outlook is stable.
S&P said, "At the same time, we assigned our 'B' issue-level rating
and '2' recovery rating to the company's senior secured first-lien
credit facility, which consists of a $30 million revolving credit
facility due 2023 and a $250 million term loan due 2025. The '2'
recovery rating indicates our expectation for substantial recovery
(70%-90%; rounded estimate: 80%) of principal in the event of a
default.
"We also assigned our 'CCC' issue-level rating and '6' recovery
rating to the company's senior secured second-lien credit facility,
which consists of a $90 million term loan due 2026. The '6'
recovery rating indicates our expectation for negligible recovery
(0%-10%; rounded estimate: 0%) of principal in the event of a
default.
"Our issuer credit rating on KORE reflects the company's high
adjusted debt leverage (about 6.7x at year-end 2019), its
relatively small scale and narrow product portfolio within the
competitive and fragmented managed machine-to-machine (M2M)
services and internet of things (IOT) marketplace, and its track
record of declining revenue over the past two years. These factors
are partially offset by KORE's good market position providing
regional and global connectivity coverage (currently supports more
than 9.0 million devices for 6,200 customers in 100 countries) and
secular tailwinds driving the demand for connectivity solutions for
the IoT device deployments.
"The stable rating outlook reflects our expectation that the
company will be able to maintain its healthy profit margins, and
stabilize and grow its organic revenues by 4%-5% in 2019 as it
overcomes challenges related to past acquisition integration issues
and revenue headwinds caused by AT&T's migration from 2G migration.
We expect growth in the company's connectivity and solutions
business, EBITDA margins in the high 20% area, and leverage to
decline to the mid-to-high-6x area by year-end 2019. We could
lower our ratings if operating difficulties such as client losses
or a sharp decline in ARPU lead to margin pressure and FOCF
deficits, resulting in a situation where liquidity is constrained
to below $10 million, or a near-term payment default or subpar debt
exchange appear imminent. A more aggressive financial policy with
large debt-financed acquisitions or dividend recapitalizations,
with a sustained leverage of more than 7x could also lead to a
downgrade.
"We could raise our ratings if the company sustains adjusted
leverage in the low-6x area or adjusted FOCF to debt in the mid- to
high-single-digit percent area. In this scenario we would expect
good revenue growth in the mid-single-digit area, improving revenue
contribution from its applications and services segment, or solid
growth in the number of managed devices."
LMBE-MC HOLDCO II: S&P Assigns Prelim BB- Rating on Secured Debt
----------------------------------------------------------------
S&P Global Ratings assigned its preliminary 'BB-' issue-level
rating and preliminary '1' recovery rating to LMBE-MC HoldCo II
LLC's $450 million senior secured term loan B and $25 million
senior secured revolving credit facility. The outlook is stable.
The preliminary '1' recovery rating reflects S&P's expectation of
very high (90%-100%; rounded estimate: 95%) recovery in the event
of default.
In October 2018, Talen Energy Supply announced its intention to
project finance its Lower Mount Bethel and Martins Creek gas fired
generating assets in order to use proceeds to pay upcoming
corporate maturities.
S&P said, "The stable outlook reflects our expectation that
operations will continue to be effective at both assets, and that
minimum DSCRs should exceed 1.5x during the entirety of the asset
life.
"We would likely lower the ratings if the minimum DSCR for the
project were to fall blow 1.3x during the project life. This could
stem from increased refinancing risk, or operational challenges
that resulted in higher than anticipated capital spending.
Additionally, diminished market conditions, driven by either
commodity prices or weaker demand growth, could contribute to
weaker credit quality.
"We could raise the ratings if the project's minimum DSCR were to
exceed approximately 1.8x in every year during the asset life. A
secular improvement in the power market could result in this
outcome, assuming that operations remain strong."
LSC COMMUNICATIONS: S&P Puts 'B+' ICR on CreditWatch Positive
-------------------------------------------------------------
S&P Global Ratings placed all its ratings, including the 'B+'
issuer credit rating, on Chicago-based LSC Communications Inc. on
CreditWatch with positive implications.
The CreditWatch placement follows the company's announcement that
it has signed a definitive agreement with Quad/Graphics Inc.
whereby Quad will acquire LSC in an all-stock transaction that
values the company at approximately $1.4 billion, including
refinancing of LSC's debt. S&P said, "The CreditWatch placement
reflects our expectation that we could raise our rating on LSC by
one notch to 'BB-' following completion of the acquisition. We
believe LSC's credit profile will benefit from improved credit
metrics and a better business position, notwithstanding ongoing
secular challenges in the printing space."
S&P said, "We expect to resolve the CreditWatch once the
transaction closes. An upgrade would depend on a number of factors,
including expected synergies, leverage, and cash flow. If all of
LSC's rated debt is repaid by transaction closing, we would likely
withdraw our ratings on the company.
"Alternatively, if the transaction isn't completed, we would
reassess our 'B+' rating on LSC as a stand-alone company."
MEGHA LLC: Gets Authorization on Interim Use of Cash Collateral
---------------------------------------------------------------
The Hon. John W. Kolwe of the U.S. Bankruptcy Court for the Western
District of Louisiana, at the behest of Megha, LLC, has entered an
order authorizing the interim use of any cash or cash proceeds
which are subject to the liens and security interests of
BancorpSouth Bank pursuant to certain lines of credit and security
interests granted and executed pre-petition.
The Debtor is authorized to use cash collateral in accordance with
the budget attached to the Motion for a period from the Petition
Date through the date set for the final hearing on the Debtor's
Motion.
All collections of accounts receivable, customer checks, bank
deposits and any other Cash Collateral will be deposited in the
Debtor's authorized Debtor-in-Possession Account. The Debtor's
Debtor in Possession accounts will be opened at BancorpSouth Bank.
If, for some reason, BancorpSouth Bank is not the depository bank
for the Debtor's Debtor-in-Possession Account, then the Debtor will
provide BancorpSouth Bank with monthly cash collateral reports,
beginning on Oct. 11, 2018, and on the 11th day of every month
subsequent thereto.
BancorpSouth Bank is granted a post-petition lien on the
post-petition properties of the kind and nature that it holds in
prepetition property to the Debtor, to the extent it does not
already have the same, in the same priority as it held in
prepetition property. This replacement lien granted to respondent
will be perfected by operation of law upon execution of this Order
by the Court. To the extent available after expending the amounts
authorized in the Debtor's approved budget, the Debtor will make
interim monthly adequate protection payments to BancorpSouth Bank
in an amount sufficient to cover the interest on Debtor's loans
with BancorpSouth Bank, beginning October 1, 2018.
The Adequate Protection Lien will be subject and subordinate to the
payment of $50,000 on an interim basis for the payment of the
following: (i) all fees and interest requested to be paid to the
Office of the U.S. Trustee; and (ii) to the extent allowed by the
Bankruptcy Court at any time, all accrued and unpaid fees,
disbursements, costs and expenses incurred by professionals or
professional firms retained by the Debtor or any committee
appointed under the Bankruptcy Code, excepting real estate
brokerage and investment banking success fees.
A full-text copy of the Interim Order is available at
http://bankrupt.com/misc/lawb18-51147-46.pdf
About Megha LLC
Megha, LLC, filed as a Single Asset Real Estate as defined in 11
U.S.C. Sec. 101(51B). The company has full ownership of lots 4 and
5 of Spanish Town Center known as the Hampton Inn and Suites New
Iberia with an appraisal value of $6.6 million.
Megha, LLC, filed a Chapter 11 petition (Bankr. W.D. La. Case No.
18-51147) on Sept. 11, 2018. In the petition signed by Jay
Sachania, manager, the Debtor disclosed $8,137,429 in assets and
$6,529,035 in liabilities. The case is assigned to Judge John W.
Kolwe. Bradley L. Drell, Esq., at Gold, Weems, Bruser, Sues &
Rundell, serves as counsel to the Debtor.
MESOBLAST LIMITED: Expands Partnership with Japan's JCR
-------------------------------------------------------
Mesoblast Limited has expanded its partnership with JCR
Pharmaceuticals Co. Ltd. in Japan for wound healing in patients
with Epidermolysis Bullosa (EB).
JCR has received Orphan Designation for the allogeneic mesenchymal
stem cell (MSC) product TEMCELL HS Inj in the treatment of EB.
Based on promising results from an investigator-initiated trial in
Japan, JCR intends to seek label extension for TEMCELL in Japan
beyond its existing approval for the treatment of acute graft
versus host disease.
Under the expanded License Agreement covering EB, Mesoblast has
provided JCR with access to its broad patent portfolio for the use
of mesenchymal stem cells in wound healing. Mesoblast will receive
royalties on TEMCELL product sales for EB. Additionally, Mesoblast
has the right to use safety and efficacy data generated by JCR in
Japan in support of development and commercialization of its MSC
product candidate remestemcel-L for EB and other non-healing wound
indications in the United States and other major healthcare
markets.
There are many genetic and symptomatic variants of EB, with all
sharing the prominent symptom of extremely fragile skin that
blisters and tears from minor friction or trauma. Internal organs
and bodily systems can also be seriously affected by the disease.
EB is always painful, often pervasive and debilitating, and is in
some cases lethal before the age of 30. The international branch
of the Dystrophic Epidermolysis Bullosa Research Association (DEBRA
International) reports that there were approximately 25,000 cases
within the United States as of April 2011. Currently, there are no
effective treatments available.
About Mesoblast
Headquartered in Melbourne, Australia, Mesoblast Limited (ASX:MSB;
Nasdaq:MESO) -- http://www.mesoblast.com/-- is a global developer
of innovative cell-based medicines. The Company has leveraged its
proprietary technology platform to establish a broad portfolio of
late-stage product candidates with three product candidates in
Phase 3 trials - acute graft versus host disease, chronic heart
failure and chronic low back pain due to degenerative disc disease.
Through a proprietary process, Mesoblast selects rare mesenchymal
lineage precursor and stem cells from the bone marrow of healthy
adults and creates master cell banks, which can be industrially
expanded to produce thousands of doses from each donor that meet
stringent release criteria, have lot to lot consistency, and can be
used off-the-shelf without the need for tissue matching. Mesoblast
has facilities in Melbourne, New York, Singapore and Texas and is
listed on the Australian Securities Exchange (MSB) and on the
Nasdaq (MESO).
Mesoblast reported a net loss attributable to the owners of
Mesoblast of US$35.29 million for the year ended June 30, 2018,
compared to a net loss attributable to the owners of Mesoblast of
US$76.81 million for the year ended June 30, 2017. As of June 30,
2018, Mesoblast had US$692.4 million in total assets, US$146.4
million in total liabilities and US$546.0 million in total equity.
PricewaterhouseCoopers, in Melbourne, Australia, the Company's
auditor since 2008, issued a "going concern" opinion in its report
on the consolidated financial statements for the year ended June
30, 2018. The auditors noted that the Company has suffered
recurring losses from operations that raise substantial doubt about
its ability to continue as a going concern.
MEYZEN FAMILY: Allowed to Use Cash Collateral on Interim Basis
--------------------------------------------------------------
The Hon. Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York has signed an interim order
authorizing Meyzen Family Realty Associates, LLC, to use cash
collateral in which Celtic Bank Corporation has asserted perfected
security interests.
Preliminarily, the Debtor is authorized to use the cash collateral
on an interim basis subject to the terms of the Interim Order and
in accordance with the budget nunc pro tunc as of Petition Date and
continuing through and including the Adjourned Interim Hearing on
Nov. 9, 2018 at 10:00 a.m. Objections to the further interim
relief requested in the Cash Collateral Motion are due no later
than Nov. 1 at 5:00 p.m.
The Debtor acknowledges, on behalf of itself and not its estate, it
has previously entered into a note, mortgage, and assignment of
rents with Celtic Bank pursuant to which it borrowed $905,000.
Celtic Bank is granted a replacement lien only to the extent that
said liens were or deemed valid, perfected and enforceable as of
the Petition Date in the continuing order of priority of its
prepetition liens without determination herein as to the nature,
extent and validity of said prepetition liens, and to the extent
Collateral Diminution occurs during the Chapter 11 case, subject
to: (i) U.S. Trustee fees pursuant to 28 U.S.C. Section 1930,
together with interest, if any, pursuant to 31 U.S.C. Section 3717
and any Clerk's filing fees; (ii) and the fees and commissions of a
hypothetical Chapter 7 trustee in an amount not to exceed $10,000.
In addition, the Replacement Lien granted hereby will not attach to
any recoveries of estate causes of action under Sections 542
through 553 of the Code or the proceeds thereof.
As further adequate protection of Celtic Bank's interest, the
Debtor will make, no later than the tenth (10th) day of each month,
monthly adequate protection payments, commencing October 10, 2018,
in the amount of $6,874.35 to Celtic Bank, to be applied to its
allowed secured claim under Section 506 of the Code.
The Debtor will also pay, timely and in full, all real estate
property taxes and insurance premium payments, as they come due and
within two business days of payment, provide proof of such payment
to counsel for Celtic Bank.
Pursuant to the Interim Order, all of the Debtor's income will be
deposited into the Debtor's debtor-in-possession bank accounts and
expenditures remitted therefrom. The Debtor will timely file
complete and accurate monthly operating reports in accordance with
the reporting requirements of the Office of the United States
Trustee's office.
The Interim Order also provides that the security interest and lien
(i) are and will be in addition to all security interests, liens
and rights of set-off existing in favor of Celtic Bank on the
Petition Date, (ii) will secure the payment of indebtedness to
Celtic Bank in an amount equal to the aggregate Diminution, and
(iii) will be deemed to be perfected without the necessity of any
further action by Celtic Bank or the Debtor.
A full-text copy of the Interim Order is available at
http://bankrupt.com/misc/nysb18-23419-21.pdf
About Meyzen Family Realty
Meyzen Family Realty Associates, LLC, a single asset real estate
(as defined in 11 U.S.C. Section 101(51B)), owns in fee simple a
real property located at 46 Bedford Banksville Rd, Bedford, New
York, valued by the company at $2.8 million.
Meyzen Family Realty Associates sought protection under Chapter 11
of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 18-23419) on Sept.
13, 2018. In the petition signed by Barbara Meyzen, managing
member, the Debtor disclosed total assets of $2,800,000 and
$1,450,000 of total debts. The Hon. Robert D. Drain presides over
the case. Bruce H. Bronson, Jr., Esq. at Bronson Law Office, P.C.
serves as Debtor's counsel.
MISSION COAL: Gets Interim Access to $25M in DIP Financing
----------------------------------------------------------
BankruptcyData.com reported that Mission Coal Company requested
Court authority to obtain postpetition, debtor-in-possession
("DIP") financing consisting of a superpriority priming
multiple-draw term loan credit facility in the aggregate amount of
no less than $202,941,464, which includes, "(i) the aggregate
principal amount of up to $56,000,000 in respect of new money term
loan commitments (the "New Money DIP Loans"), of which the
aggregate principal amount of not more than $25,000,000 will be
available to the Debtors on an interim basis in one or more draws
in accordance with the Budget (as defined herein) and this order
(this "Interim Order") and (ii) a roll-up (the "Roll-Up") of the
entire Prepetition First Lien Obligations Amount (as defined below)
plus the First Lien Accrued Adequate Protection Payments, of which
(x) the aggregate principal amount of $50,000,000 of the
Prepetition First Lien Obligations shall be rolled up and become
DIP Loans hereunder upon entry of and pursuant to this Interim
Order (the "Initial Roll-Up Loans") (the DIP Loans approved
pursuant to this Interim Order constituting the "Interim DIP
Facility") and (y) the aggregate amount of the remainder of the
Prepetition First Lien Obligations Amount (including, for the
avoidance of doubt the Prepayment Premium (as defined in the First
Lien Credit Agreement)), plus the First Lien Accrued Adequate
Protection Payments, shall be rolled up and become DIP Loans on a
final basis upon entry of, and subject to the terms of, the Final
Order (as defined below) (the "Final Roll-Up Loans") ((x) and (y)
together, the "Roll Up Loans" (together with the New Money DIP
Loans, the "DIP Loans") and all DIP Loans approved pursuant to such
Final Order constituting the "Final DIP Facility"), subject to the
Interim DIP Order, and as set forth in the DIP Documents. "
The Debtors' DIP financing request was approved by the Court in
mid-October 2018.
About Mission Coal
Mission Coal Company LLC and its subsidiaries are engaged in the
mining and production of metallurgical coal, also known as "met"
coal, which is a critical component of the steelmaking process.
The Company is headquartered in Kingsport, Tennessee and operate
subterranean, surface, and longwall mining complexes in West
Virginia and Alabama. The Company employ 1,075 individuals on a
full- or part-time basis.
Mission Coal and 10 of its subsidiaries filed for bankruptcy
protection in the U.S. Bankruptcy Court for the Northern District
of Alabama (Birmingham) on October 14, 2018, with Lead Case No.
18-04177. The petition was signed by Kevin Nystrom, chief
restructuring officer.
Mission Coal estimated assets and liabilities of $100 million to
$500 million each.
Daniel D. Sparks, Esq. and Bill D. Bensinger, Esq. of Christian &
Small LLP, as well as James H.M. Sprayregen, P.C., Brad Weiland,
Esq., and Melissa N. Koss, Esq. of Kirkland & Ellis LLP and
Kirkland & Ellis International LLP serve as counsel to the Debtors.
The Debtors also tapped Jefferies LLC as investment banker, Zolfo
Cooper LLC as financial advisor and Omni Management Group as notice
and claims agent.
MISSION COAL: Sec. 341 Meeting Set for Nov. 20
----------------------------------------------
A meeting of Mission Coal Company, LLC, et al.'s creditors will be
held on November 20, 2018, at 1:30 p.m. at:
Creditor Meeting Room
Robert S. Vance Federal Building
1800 5th Avenue North Birmingham AL 35203
This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.
A representative of the Debtors is required to appear at the
meeting and answer questions under oath.
All creditors are invited, but not required, to attend. This
meeting of creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.
The meeting is presided over by the U.S. trustee, the Justice
Department's bankruptcy watchdog.
About Mission Coal
Mission Coal Company LLC and its subsidiaries are engaged in the
mining and production of metallurgical coal, also known as "met"
coal, which is a critical component of the steelmaking process.
The Company is headquartered in Kingsport, Tennessee and operate
subterranean, surface, and longwall mining complexes in West
Virginia and Alabama. The Company employ 1,075 individuals on a
full- or part-time basis.
Mission Coal and 10 of its subsidiaries filed for bankruptcy
protection in the U.S. Bankruptcy Court for the Northern District
of Alabama (Birmingham) on October 14, 2018, with Lead Case No.
18-04177. In the petition signed by CRO Kevin Nystrom, Mission
Coal estimated assets and liabilities of $100 million to $500
million.
Daniel D. Sparks, Esq. and Bill D. Bensinger, Esq. of Christian &
Small LLP, as well as James H.M. Sprayregen, P.C., Brad Weiland,
Esq., and Melissa N. Koss, Esq. of Kirkland & Ellis LLP and
Kirkland & Ellis International LLP serve as counsel to the Debtors.
The Debtors also tapped Jefferies LLC as investment banker, Zolfo
Cooper LLC as financial advisor and Omni Management Group as notice
and claims agent.
MITE LLC: Seeks Approval on Consensual Use of Cash Collateral
-------------------------------------------------------------
Mite, LLC, and Sandy Spring Bank jointly request the U.S.
Bankruptcy Court for the District of Maryland for the entry of the
Consent Order Approving Consent Motion for Authority to Use Cash
Collateral on an Interim Basis.
Sandy Spring holds a first-priority security interest in and liens
in, to and against the assets of the Debtor, which is owned in
connection with Mite, LLC's business, whether owned at the time of
the agreement or thereafter acquired, whether then existing or
thereafter arising, and wherever located, and all products and
proceeds (including but not limited to all insurance payments) of
or relating to the foregoing property.
Sandy Spring is the successor in interest to WashingtonFirst Bank
under the Loan Documents and is the current holder and owner of the
same. The Loan Documents evidence a $1,363,877 commercial loan
that WashingtonFirst Bank extended to the Debtor. The Loan is
secured a duly perfected first priority security interest in and
liens in, to and against the Assets pursuant to and as more
particularly described in that certain Commercial Security
Agreement, by and between the Debtor and WashingtonFirst. The
Debtor is not aware of any creditor other than the Lender that
holds a lien against cash collateral.
The Debtor requires the use of Sandy Spring's cash collateral in
the ordinary course of its business to operate. The Debtor and
Sandy Spring have entered into an interim agreement to permit the
Debtor use of the Sandy Spring's cash collateral pursuant to the
terms and conditions set forth in the Consent Order.
Under the Consent Order:
(A) The Debtor will be, and is, permitted to use Cash
Collateral for the period from the date of the Consent Order
through (and including) Dec. 15, 2018, or until an Event of
Default, whichever comes first.
(B) Cash Collateral may be used solely (i) during the
Specified Period, (ii) up to the amounts stated for any line item,
during the periods and for the purposes identified in the Budget,
which is subject to economic and business fluctuations of
plus-minus 10% for estimated income, cost of goods sold, and
operating expenses.
(C) As adequate protection for the use and/or diminution of
the interests of Sandy Spring in the Cash Collateral:
(i) Sandy Spring will receive from the Debtor payments in
the aggregate amount of $10,839, payable in monthly installments of
$10,839 each on October 22, 2018 and November 22, 2018; and
(ii) the Debtor grants as security for all indebtedness owed
pursuant to the Loan Documents a valid, perfected, enforceable and
non-avoidable first priority replacement lien and post-petition
security interest against all Assets of the Debtor to the same
extent that Sandy Spring held a pre-petition lien and security
interest in such Assets of the Debtor, which replacement liens will
be limited solely to any diminution in value of the Cash Collateral
from and after the Petition Date and will be first and senior in
priority to all other interests and liens of every kind, nature and
description, whether created consensually, by an order of the Court
or otherwise, including, without limitation, liens or interests
granted in favor of third parties in conjunction with Sections 363,
364 or any other section of the Bankruptcy Code or other applicable
law.
A full-text copy of the Debtor's Motion is available at
http://bankrupt.com/misc/mdb18-19966-49.pdf
A full-text copy of the Proposed Consent Order is available at
http://bankrupt.com/misc/mdb18-19966-49-ConsentOrd.pdf
About Mite, LLC
Mite, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Md.
Case No. 18-19966) on July 27, 2018. In the petition signed by I.
David Bacharach, managing member, the Debtor estimated under
$50,000 assets and under $1 million in liabilities. The Debtor is
represented by David J. Kaminow, Esq., at Inman Kaminow, P.C.
MOHEGAN TRIBAL: Moody's Review B2 CFR for Downgrade Amid Debt
-------------------------------------------------------------
Moody's Investors Service placed the ratings of Mohegan Tribal
Gaming Authority on review for downgrade, including the company's
B2 Corporate Family Rating, B2-PD Probability of Default Rating, B1
senior secured credit facilities rating, and B3 senior unsecured
note rating. MTGA has an SGL-2 Speculative Grade Liquidity Rating.
"The review for downgrade considers that MTGA has not been able to
reduce debt/EBITDA on a Moody's adjusted basis to 4.5 times prior
to the opening of MGM Springfield," stated Keith Foley, a Senior
Vice President at Moody's.
MGM Springfield casino in Springfield, Massachusetts, a new $800
million casino located only about 85 miles away from Mohegan,
opened this past August. MTGA's debt/EBITDA on a Moody's adjusted
basis for the latest 12-month period ended June 30, 2018 was 5.2
times. In Moody's opinion, MTGA's leverage could make it more
difficult to MTGA to simultaneously absorb what Moody's expect will
be further pressure on the company's earnings, ability to improve
its leverage, and invest in diversification and growth
initiatives," added Foley.
Moody's review will weigh the concerns surrounding the near-term
impact of competition on MTGA's earnings, liquidity and financial
flexibility against the company's efforts to mitigate the effects
of increased competition as well as improve its leverage.
On Review for Downgrade:
Issuer: Mohegan Tribal Gaming Authority
Probability of Default Rating, Placed on Review for Downgrade,
currently B2-PD
Corporate Family Rating, Placed on Review for Downgrade, currently
B2
Senior Secured Revolving Credit Facility, Placed on Review for
Downgrade, currently B1 (LGD3)
Senior Secured Term Loan A, Placed on Review for Downgrade,
currently B1 (LGD3)
Senior Secured Term Loan B, Placed on Review for Downgrade,
currently B1 (LGD3)
Senior Unsecured Regular Bond/Debenture, Placed on Review for
Downgrade, currently B3 (LGD5)
Outlook Actions:
Issuer: Mohegan Tribal Gaming Authority
Outlook, Changed To Rating Under Review From Stable
RATINGS RATIONALE
MGTA's credit profile (B2 on review for downgrade) reflects the
company's high quality, well-established, and large amount of
gaming and attractive non-gaming amenities along with its earnings
diversification efforts. Diversification efforts include management
and development fees from unaffiliated casinos in the U.S., along
with MTGA's investment in a resort casino project South Korea,
which Moody's views as a long-term positive for the company,
despite inherent risks. Credit concerns include MTGA's heavy
revenue and earnings concentration in Connecticut given that the
level of direct competition has, and will continue to, increase. In
addition to increased competition from MGM Springfield. Wynn
Resorts, Limited (Ba3 negative) is in the process of constructing a
large resort casino in Everett, MA, a suburb near Boston that is
scheduled to open by the end of 2019. Although located a further
distance than MGM Springfield, the opening of Wynn Everett will
place further pressure on MTGA's operating performance.
Given the current review for downgrade, an upgrade is not likely
until MTGA demonstrates the ability to compete with MGM Springfield
as well as achieve and maintain debt/EBITDA below 4.0 times.
Ratings could be lowered if Moody's believes MTGA's will not be
able to reduce debt/EBITDA closer to 4.5 times within the next 12
month period.
The principal methodology used in these ratings was Gaming Industry
published in December 2017.
MTGA owns and operates Mohegan Sun, a gaming and entertainment
complex near Uncasville, Connecticut, and Mohegan Sun at Pocono
Downs, a gaming and entertainment facility offering slot machines
and harness racing in Plains Township, Pennsylvania. MTGA also
receives fees for the management of several non-affiliated casinos.
MTGA generated consolidated net revenue of about $1.37 billion for
the latest 12-month period ended June 30, 2018.
MONITRONICS INTERNATIONAL: Will Report Q3 Results on Nov. 5
-----------------------------------------------------------
Ascent Capital Group, Inc., the parent company of Monitronics
International Inc. (doing business as "Brinks Home Security"),
issued a press release announcing it will release its results for
the three and nine months ended Sept. 30, 2018 before the market
opens on Monday, Nov. 5, 2018. Ascent will host a conference call
that day at 9:00 a.m. ET in which management will provide an update
on Ascent's operations, including the financial performance of its
wholly owned subsidiary, Brinks Home Security, and may also discuss
future opportunities.
Participating on the call will be Ascent's Chairman, Bill
Fitzgerald; Chief Executive Officer and General Counsel, William
Niles; Executive Vice President, Jeffery Gardner; and Senior Vice
President and Chief Financial Officer, Fred Graffam. Messrs.
Niles, Gardner and Graffam are also executive officers of Brinks
Home Security.
To access the call please dial (888) 462-5915 from the United
States, or (760) 666-3831 from outside the U.S. The conference
call I.D. number is 2190818. Participants should dial in 5 to 10
minutes before the scheduled time and must be on a touch-tone
telephone to ask questions.
A replay of the call can be accessed through Nov. 19, 2018 by
dialing (800) 585-8367 from the U.S., or (404) 537-3406 from
outside the U.S. The conference call I.D. number is 2190818.
This call will also be available as a live webcast which can be
accessed at Ascent's Investor Relations Website at
http://ir.ascentcapitalgroupinc.com/index.cfm.
About Monitronics
Farmers Branch, Texas-based Monitronics International, Inc. --
http://www.mymoni.com/-- provides residential customers and
commercial client accounts with monitored home and business
security systems, as well as interactive and home automation
services. The Company is supported by a network of independent
Authorized Dealers providing products and support to customers in
the United States, Canada and Puerto Rico. Its wholly owned
subsidiary, LiveWatch is a Do-It-Yourself home security firm,
offering professionally monitored security services through a
direct-to-consumer sales channel. Monitronics is a wholly-owned
subsidiary of Ascent Capital Group, Inc. Monitroics was
incorporated in the state of Texas on Aug. 31, 1994. At Dec. 31,
2017, the Company had more than 1,330 full-time employees and over
100 part-time employees, all of which are located in the United
States.
Monitronics reported net losses of $111.29 million in 2017, $76.30
million in 2016 and $72.44 million in 2015. As of June 30, 2018,
the Company had $1.67 billion in total assets, $1.84 billion in
total liabilities, and a total stockholders' deficit of $167.69
million.
* * *
In September 2018, S&P Global Ratings lowered its issuer credit
rating on Monitronics to 'CC' from 'CCC'. The downgrade follows
Monitronics' announcement on Aug. 30, 2018, of a proposed
transaction to exchange its 9.125% senior unsecured notes due 2020
for a combination of new $585 million cash and paid-in-kind (PIK)
(7.75% cash and 3.75% PIK) unsecured notes due 2023, up to $100
million of cash from parent company Ascent and warrants.
Monitronics is also proposing amendments to eliminate the
restrictive covenants governing the 2020 notes, including certain
events of default.
In July 2018, Moody's Investors Service, Inc., downgraded
Monitronics International's Corporate Family Rating to 'Caa2', from
'B3'. The downgrade of Monitronics' CFR reflects strains on the
company's liquidity and capital structure caused by impending
maturities, as well as its continued lackluster operating
performance.
MOSSY METALS: Plan Outline Okayed, Plan Hearing on Dec. 11
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas will
consider approval of the Chapter 11 plan of reorganization for
Mossy Metals, LLC at a hearing on Dec. 11.
The hearing will be held at 3:30 p.m., at Courtroom 401.
The court will also consider at the hearing the final approval of
the company's disclosure statement, which it conditionally approved
on Oct. 29.
Mossy Metals on Oct. 25 filed a reorganization plan, which proposes
to pay unsecured creditors their pro-rata share of 50% of the
company's net profit.
According to the company's disclosure statement, general unsecured
creditors will be mailed the previous year's financial statement of
the company each year during the term of the five-year plan.
Each year, if the company makes a profit after income taxes and
after making payments to priority and secured creditors as well as
normal overhead payments, the company will pay unsecured creditors
their pro-rata share of 50% of the net profit for the previous
year, in 12 monthly payments beginning on September 15th of the
year in which the financial statement is mailed to these
creditors.
Each year, during the term of the five-year plan, the company will
repeat the 12-month payment plan to unsecured creditors if it makes
a net profit the previous year as reflected in the previous year's
financial statement. This payout will not exceed five years, and
at the end of the plan term, the remaining balance owed, if any,
will be discharged.
Payments and distributions under the plan will be funded through
income from the restaurant, according to the disclosure statement
filed on Oct. 25.
A copy of the disclosure statement is available for free at:
http://bankrupt.com/misc/txsb18-32391-36.pdf
About Mossy Metals
Mossy Metals, LLC, filed a Chapter 11 bankruptcy petition (Bankr.
S.D. Tex. Case No. 18-32391) on May 2, 2018, disclosing less than
$1 million in assets and liabilities. Judge Eduardo V. Rodriguez
presides over the case.
The Law Office of Margaret Maxwell McClure, led by founding partner
Margaret Maxwell McClure, serves as counsel to the Debtor. The
Debtor tapped John F. Coggin CPA PLLC, as its accountant.
MRPC CHRISTIANA: Court Denies Ch. 11 Trustee Appointment Bid
------------------------------------------------------------
Judge Stacey L. Meisel of the U.S. Bankruptcy Court for the
District of New Jersey entered an order denying the Acting United
States Trustee's motion for an order pursuant to 11 U.S.C. Sec.
1104 directing the appointment of a chapter 11 trustee for MRPC
Christiana LLC.
In its request, the U.S. Trustee pointed out that there is a
management void at the Debtor. While the day-to-day business of
operating the hotel is handled by Real Hospitality, there is no one
in place to make decisions regarding the overall management and
sale of the Debtor's chief asset, a 120-room hotel located at 56
South Old Baltimore Pike, Newark DE 19702. The Debtor's only
officer is Jacinto Rodrigues, who is an officer of the Debtor's
largest secured creditor, DIP lender, credit bidder, and mortgage
holder. There is no board of directors. To fill this void, the
Debtor's counsel has moved to hire Edward Bond as an "independent
manager." The papers are silent as to the following: Either Mr.
Bond would report to no one, as there is no board to report to, or
he would report to Mr. Rodrigues, effectively reporting to Crown
Bank, the secured lender.
The U.S. Trustee argued that this management void is entirely the
Debtor's creation, and due to the inextricably entwined
relationship between the Debtor and Crown Bank, the only solution
is the appointment of a trustee. By the Bond Motion, the Debtor is
attempting to handpick management to fill this void, but Congress
provided no other way to replace debtor's management's control of
the case with an independent fiduciary other than appointment of a
trustee pursuant to Section 1104(a) of the Bankruptcy Code.
Finally, due to Mr. Rodrigues' positions at both CICC (the sole
owner of the Debtor) and Crown Bank (the Debtor's secured lender),
it is impossible for the Debtor to act as a fiduciary to all its
creditors.
About MRPC Christiana
Based in Elizabeth, New Jersey, MRPC Christiana, LLC, filed for
relief under chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case
No. 18-26567) on Aug. 17, 2018. At the time of filing, the Debtor
estimated $10,000,001 to $50 million in both assets and
liabilities. Trenk DiPasquale Della Fera & Sodono, P.C., led by
Richard D. Trenk, represents the Debtor.
NSC WHOLESALE: Nov. 2 Meeting Set to Form Creditors' Panel
----------------------------------------------------------
Andy Vara, Acting United States Trustee, for Region 3, will hold an
organizational meeting on November 2, 2018, at 10:00 a.m. in the
bankruptcy cases of NSC Wholesale Holdings LLC, et al.
The meeting will be held at:
Delaware State Bar Association
405 King Street, 2nd Floor
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 NSC Wholesale
NSC Wholesale Holdings and its subsidiaries -- https://nwlshop.com
-- own and operate a chain of 11 general merchandise close-out
stores located in four states: Massachusetts, New Jersey, New York
and Pennsylvania. The Stores, which operate under the name
"National Wholesale Liquidators," are targeted to lower and
lower/middle income customers in densely populated urban and
suburban markets. At October 2018, the Company had 695 employees,
629 of whom are employed on a full time basis and 66 of whom are
employed part time.
On October 24, 2018, NSC Wholesale and six of its subsidiaries
filed for bankruptcy in the U.S. Bankruptcy Court for the District
of Delaware under Lead Case No. 18-12394. The petition was signed
by Scott Rosen, CEO.
Hon. Kevin J. Carey presides over the cases.
The Debtors estimated assets and liabilities at $10 million to $50
million each.
The Debtors tapped Saul Ewing Arnstein & Lehr LLP as bankruptcy
counsel; Getzler Henrich & Associates LLC and SSG Advisors LLC as
financial advisor and investment banker; and Omni Management Group
Inc. as claims & noticing agent.
ODYSSEY LOGISTICS: Moody's Affirms B2 CFR, Outlook Stable
---------------------------------------------------------
Moody's Investors Service affirmed the ratings of Odyssey Logistics
& Technology Corporation, including the B2 Corporate Family Rating
and the B2-PD Probability of Default Rating. Concurrently, Moody's
affirmed the B1 rating on the first lien senior secured revolver
and first lien senior secured term loan and also affirmed the Caa1
rating on the upsized second lien senior secured term loan. Moody's
also assigned a B1 rating to the incremental first lien senior
secured term loan and the delayed draw term loan. The rating action
follows Odyssey's announcement that it intends to acquire AFF
Global Logistics for $465 million using a combination of
incremental first and second lien debt and rollover equity. The
rating outlook is stable.
RATINGS RATIONALE
Moody's expects the recently announced acquisition of AFF to
moderately dampen the cyclicality of Odyssey's overall business
while being accretive to margins and enhancing end-market and
customer diversity. The transaction will broaden Odyssey's service
offering to include domestic and international ocean freight
forwarding and will reduce the company's reliance on cyclical
chemical and metals markets. Nevertheless, Moody's views the
acquisition as being financially aggressive as it will increase
debt-to-EBITDA (after Moody's standard adjustments) to 6x, which is
beyond the bounds of Moody's expectations when the rating was
upgraded in September 2018 and also beyond Odyssey's initial
capitalization of around 5.5x in late 2017. With this is mind, over
the coming quarters, Moody's expects the company to reduce leverage
through a combination of earnings growth and some debt reduction.
An unwillingness or inability to reduce financial leverage would
likely create downward rating pressure.
The B2 Corporate Family Rating (CFR) balances Odyssey's
comparatively modest footprint, cyclical end markets and high
financial leverage against the company's good standing as a niche
provider of intermodal and trucking services and expectations of
robust near-term sales growth. Moody's recognizes the relatively
stable nature (albeit lower margin) of Odyssey's managed services
business as well as the company's technical and regulatory
expertise and select portfolio of specialized assets primarily
serving chemical, metals and liquid food grade customers. Favorable
market conditions in intermodal and trucking have resulted in
meaningful topline (YTD June 2018 net revenue +13%) and earnings
growth (YTD EBITDA up 18%) and Moody's expects these positive
trends to continue into 2019, driven by robust demand, tight
capacity, and a healthy pricing environment. These positive
considerations are tempered by the company's small size within the
highly competitive logistics industry, as well as the cyclical
nature of chemicals and metals, markets that Moody's believes would
be susceptible to lower volumes and earnings pressures during an
economic downturn.
The stable outlook reflects its expectations that favorable market
conditions will remain in place over the next 12 months which will
allow for continued sales growth and a steady operating profile.
The ratings could be upgraded if Moody's adjusted Debt-to-EBITDA
was expected to remain consistently below 4x. Any upgrade would be
predicated on the maintenance of a good liquidity profile and
strong operating performance across all segments. Given the
company's modest scale, Moody's would expect Odyssey to maintain
credit metrics that are stronger than levels typically associated
with companies at the same rating level.
The ratings could be downgraded if Odyssey's liquidity were to
deteriorate such that free cash flow generation turned negative or
if the company became increasingly reliant on revolver borrowings.
A weakening of profitability metrics, particularly in the
intermodal segment, could also result in downward rating pressure.
The ratings could be downgraded if the company pursues
debt-financed shareholder distributions or meaningfully leveraging
M&A transactions or if Moody's adjusted Debt-to-EBITDA was expected
to remain above 6x.
Moody's expects Odyssey to maintain a good liquidity profile over
the next twelve months. The company has a track record of
generating consistently positive cash flow each year and Moody's
anticipates free cash flow during 2018 of at least $10 million.
Thereafter, in 2019 Moody's expects a continuation of positive cash
flow with FCF-to-Debt likely to be in the low to mid-single-digits.
On-going cash balances are expected to remain comparatively modest
(cash of $19 million as of June 2018) and there are no principal
obligations due until 2024. External liquidity is provided by a $50
million revolving credit facility that expires in October 2022. The
facility contains a springing first lien net leverage ratio of
6.25x, that comes into effect if usage exceeds 35%. To the extent
the net leverage ratio comes into effect, Moody's expects the
company to maintain comfortable cushions relative to the covenant.
The following summarizes the rating actions:
Issuer: Odyssey Logistics & Technology Corporation
Corporate Family Rating, affirmed B2
Probability of Default Rating, affirmed B2-PD
$60 million (including $10 million incremental) first lien senior
secured revolver due 2022, affirmed B1 (LGD3)
$249 million first lien senior secured term loan due 2024, affirmed
B1 (LGD3)
$150 million (including $70 million incremental) second lien senior
secured term loan due 2025, affirmed Caa1 (LGD5)
$257 million first lien senior secured term loan due 2024, assigned
B1 (LGD3)
$65 million first lien delayed draw senior secured first term loan
due 2020, assigned B1 (LGD3)
Outlook, remains Stable
Odyssey Logistics & Technology Corporation, headquarter in Danbury,
Connecticut, is a global logistics solutions provider offering
intermodal services, trucking services, managed services, domestic
and international ocean freight forwarding, as well as
international transportation management and consulting. Odyssey
operates in multiple modes of transport with TL/LTL trucking,
containership, freight forwarding, rail, air and bulk transport
including bulk truck, ISO Tank, railcar and tanker, as well as
food-grade product lines. Pro forma for the AFF acquisition, net
revenues for the twelve months ended June 2018 are expected to be
approximately $340 million.
The principal methodology used in these ratings was Global Surface
Transportation and Logistics Companies published in May 2017.
PETERSON PRODUCE: No Creditors' Committee Appointed
---------------------------------------------------
The Hon. Henry A. Callaway of the U.S. Bankruptcy Court for the
Southern District of Alabama entered an order on Oct. 30 that no
Official Committee of Unsecured Creditors be appointed in the
Chapter 11 case of Peterson Produce, Inc., due to insufficient
acceptances.
Peterson Produce Inc.
Peterson Produce, Inc., is a privately-held trucking company in
Summerdale, Alabama.
Peterson Produce sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Ala. Case No. 18-03976) on Oct. 1,
2018. In the petition signed by Paul A. Peterson, president, the
Debtor estimated assets of less than $1 million and liabilities of
$1 million to $10 million. Robert M. Galloway, Esq., at Galloway,
Wettermark & Rutens, LLP, serves as the Debtor's bankruptcy
counsel. Judge Henry A. Callaway presides over the case.
PINNACLE ENTERTAINMENT: S&P Withdraws 'B+' Issuer Credit Rating
---------------------------------------------------------------
On Oct. 30, 2018, S&P Global Ratings withdrew all ratings,
including its 'B+' issuer credit rating, on Pinnacle Entertainment
Inc.
The ratings withdrawals follow Penn National's completion of its
acquisition of Pinnacle on Oct. 15, 2018, and the subsequent
repayment and termination of all debt in Pinnacle's capital
structure.
QUAD/GRAPHICS INC: S&P Puts 'BB-' ICR on CreditWatch Negative
-------------------------------------------------------------
S&P Global Ratings placed all its ratings, including the 'BB-'
issuer credit rating, on Sussex, Wis.-based commercial printer
Quad/Graphics Inc. on CreditWatch with negative implications.
The CreditWatch placement follows Quad's announcement that it
signed a definitive agreement to acquire LSC Communications Inc.
through an all-stock transaction valuing the acquired company at
$1.4 billion, including refinancing of LSC's debt. While Quad has
secured financing and approval from both companies' boards of
directors for the deal, the transaction is still subject to
approval from shareholders and regulatory authorities. S&P believes
the transaction will close by mid-2019, subject to these
approvals.
S&P said, "We aim to resolve the negative CreditWatch before close
of the acquisition after we speak with Quad's management and
reassess our view on the company's business integration prospects,
deleveraging plan, and financial policy.
"If we believe the acquisition would result in leverage remaining
above 3.5x for a sustained period, likely from a prolonged
integration or a more aggressive financial policy, we could lower
the rating. Alternatively, we would affirm our ratings if we expect
Quad's pro forma adjusted leverage will fall comfortably below 3.5x
within 12-18 months of the acquisition."
QUIKRETE HOLDINGS: S&P Alters Outlook to Negative & Affirms BB ICR
------------------------------------------------------------------
S&P Global Ratings affirmed its 'BB-' issuer credit rating on
Atlanta, Ga.-based Quikrete Holdings Inc. and revised its rating
outlook to stable from negative.
S&P said, "At the same time, we affirmed our 'BB-' issue-level
rating on the company's $2.6 billion term loan due 2023. The
recovery rating on the debt remains '4', which indicates our
expectation of average (30% to 50%; rounded estimate: 45%) recovery
in the event of a payment default."
The affirmation of the 'BB-' issuer rating and revision of the
outlook to stable reflect the improvement in leverage measures
following Quikrete's November 2016 acquisition of Contech Holdings
Inc. and January 2017 acquisition of Rinker Materials Corp.
Concrete Pipe division. These acquisitions added significantly to
the company's debt and leverage, but the company has since reduced
debt leverage to 5.2x for the year ended June 30, 2018 (just
slightly above the 4x-5x range S&P views as in line with the
rating). Earnings have grown steadily over the past year, with
demand for Quikrete's products buoyed by GDP growth and steady
demand from repair and remodeling demand. S&P expects leverage to
decrease below 5x in fiscal 2019 as the company realizes the full
benefit of its recent acquisitions. As a result, S&P revised the
outlook to stable from negative.
S&P said, "The stable outlook reflects our expectation that
Quikrete will continue its recent improvement in debt leverage,
reducing debt to EBITDA to below 5x by the end of 2018. The stable
outlook also reflects our view that credit measures will strengthen
further in 2019 supported by solid end-market conditions in repair
and remodeling and residential construction, as well as healthy
infrastructure spending.
"We could lower our rating on Quikrete if we expect the company's
debt leverage ratio to be sustained considerably above 5x and its
interest coverage ratio fell below 3.0x over the next 12 months.
This could occur due to higher-than-anticipated freight and input
costs, or integration challenges with the most recent acquisition.
We could also lower the rating if Quikrete incurred debt to fund
acquisitions or dividends such that leverage was sustained above
5x.
"We could raise our rating on Quikrete if the company reduced debt
to EBITDA below 4.0x with FFO to debt above 20% on a sustained
basis. This would likely be due to increased sales from
higher-margin products or if Quikrete were to generate higher
synergies and cost savings than we anticipate."
QUOTIENT LIMITED: 8 Directors Re-elected to Board
-------------------------------------------------
The annual shareholder meeting of Quotient Limited was held on Oct.
31, 2018, at which 47,361.541 of Quotient Limited's ordinary shares
were represented in person or by proxy, representing approximately
87% of Quotient Limited's issued and outstanding ordinary shares
entitled to vote. At the Annual Meeting, resolutions were passed
for (i) the re-election of eight directors of Quotient Limited,
(ii) the approval of the Second Amended and Restated 2014 Stock
Incentive Plan to increase the number of ordinary shares authorized
for issuance by 550,000 shares and to increase the maximum number
of shares that may be issued upon the exercise of incentive share
options by 550,000 shares, and (iii) the re-appointment of Ernst &
Young LLP as auditors from the conclusion of the Annual Meeting
until the next annual shareholder meeting to be held in 2019 and to
authorize the directors to determine the fees to be paid to the
auditors.
The re-elected directors are:
* Franz Walt
* Thomas Bologna
* Frederick Hallsworth
* Brian McDonough
* Sarah O'Connor
* Heino von Prondzynski
* Zubeen Shroff
* John Wilkerson
About Quotient Limited
Penicuik, United Kingdom-based Quotient Limited is a
commercial-stage diagnostics company committed to reducing
healthcare costs and improving patient care through the provision
of innovative tests within established markets. With an initial
focus on blood grouping and serological disease screening, Quotient
is developing its proprietary MosaiQTM technology platform to offer
a breadth of tests that is unmatched by existing commercially
available transfusion diagnostic instrument platforms. The
Company's operations are based in Edinburgh, Scotland; Eysins,
Switzerland and Newtown, Pennsylvania.
As of June 30, 2018, Quotient Limited had $130.86 million in total
assets, $167.04 million in total liabilities and a total
shareholders' deficit of $36.17 million.
Quotient reported a net loss of $82.33 million for the year ended
March 31, 2018, compared to a net loss of $85.06 million for the
year ended March 31, 2017.
The report from the Company's independent accounting firm Ernst &
Young LLP, in Belfast, United Kingdom, the Company's auditor since
2007, on the consolidated financial statements for the year ended
March 31, 2018, includes an explanatory paragraph stating that the
Company has recurring losses from operations and planned
expenditure exceeding available funding, and has stated that
substantial doubt exists about the Company's ability to continue as
a going concern.
S&K MACHINEWORKS: Unsecureds to Receive 7% of Allowed Claim
-----------------------------------------------------------
S&K Machineworks and Fabrication, Inc. filed a disclosure statement
in support of its proposed plan of reorganization.
On the Petition Filing Date, 50% of the stock was owned by William
B. Kinggard and 50% was owned by Dan Scott. Under the terms of the
proposed Plan, Kinggard and Scott will have the option to retain
their stock in S&K Machineworks & Fabrication, Inc., in exchange
for a new capital payment of $2,500 each to be paid on the
Effective Date of the Plan to be used by the Reorganized Debtor to
meet operating costs or, in the event this proposed payment is not
accepted by the creditors and the Court. In the event the options
are not exercised, all shares of stock in the Reorganized Debtor
will be auctioned at a public auction to be conducted at the
offices of Irvin Grodsky, P.C., 454 Dauphin Street, Mobile, Alabama
on the Effective Date of the Plan with written notice given to all
creditors of the Debtor at least 7 days prior to the auction.
The Debtor is of the opinion that the proposed Plan provides more
for each class of creditors. Secured Creditors will receive
$650,000 plus 5.5% interest for its Allowed Secured Claim.
Unsecured creditors, exclusive of insider claims will receive 7% of
their Allowed Claims plus a pro rata share of 50% of the amount of
the Net Deepwater Horizon Claim.
S&K will continue to operate its business. Subsequent to the
Effective Date of the Plan and subject to the limitation contained
in the Plan, the Reorganized Debtor has reserved in the Plan the
right to move its location, to close its location, to change its
business operations, to sell its business, to settle its BP Claim,
to sell some or all of its buildings and equipment, to borrow
funds, to sell shares of stock in the Reorganized Debtor, and to
allow owners of the shares of the Reorganized Debtor to sell their
shares of stock in the Reorganized Debtor, and to take any action
it deems appropriate to enhance its chances to successfully
complete the Plan.
A copy of the Disclosure Statement is available for free at:
http://bankrupt.com/misc/alsb18-00543-95.pdf
About S&K Machineworks
S&K Machineworks and Fabrication, Inc., a/k/a Coastal Industrial
Fabrication -- http://www.skmachineworks.com/-- offers CNC
machining, conventional machining, and fabrication services.
These
services include pump repair, shaft repair, gear box rebuilding,
reclamation of mechanical parts associated with heavy equipment,
valve repair, and fabrication. The Company's facility is divided
into a CNC shop of 6,000 sq-ft., a conventional machine shop of
2,000 sq-ft., a fabrication shop of 20,000 sq-ft., a 2,400 sq-ft.
facility dedicated to all stainless steel fabrication work, a 2400
sq-ft. coating/painting shop, 1,200 sq-ft. of office space, and
800
sq-ft. chemical storage area. The Company is headquartered in Bay
Minette, Alabama.
S&K Machineworks and Fabrication sought Chapter 11 protection
(Bankr. S.D. Ala. Case No. 18-00543) on Feb. 12, 2018. In the
petition signed by Bill Kinggard, president, the Debtor had $1.83
million in total assets and $4.25 million in total liabilities.
Irvin Grodsky, Esq., at Irvin Grodsky P.C., serves as counsel to
the Debtor.
SALMON FALLS: Nov. 27 Disclosure Statement Hearing
--------------------------------------------------
A hearing to consider the adequacy of the disclosure statement
explaining Salmon Falls Land and Cattle Company, LLC's Chapter 11
small business plan of reorganization will be held on November 27,
2018 at 2:00 p.m.
Class 1.2 - Allowed Secured Claim of Betty L. Poole and Gene Poole,
Trustees of the Poole Family Trust of 2008 and Melvin R. Jackson,
Trustee of the Jackson Survivor's Trust Dated 4/5/1991 and Melvin
R. Jackson, Trustee of the Jackson Marital dated 4/5/1991
(collectively, "Lender") is in the amount of $2,829,762. The
Debtor believes the Property has a value of $7,600,000.
Interest from the Petition Date to the Effective Date of the Plan
will accrue at the contract default rate of 10% per annum. After
the Effective Date of the Plan, the interest will accrue at the
rate of 10%. Monthly payments of $25,000 per month will begin on
December 15, 2018, and continue each month thereafter until the
Allowed Secured Claim is paid in full.
Class 2.1 - General Unsecured Claims are claims filed by:
Premier Utility Group $4,400
Cooper Thorne and Associates, Inc. $324,000
Alto, LLC $-
El Dorado Community Development $2,541
Youngdahl and Associates $374
Franchise Tax Board $44
Gregory Group $4,000
The Debtor will pay 100% of all net income from the sale of parcels
of Class 2.1 claims plus interest at 5% after the Lender has been
paid in full.
Class 2.6 - Unsecured Loans to Debtor include $20,000 from Joel
Korotkin for project management fees, $153,000 from Joel and
Tierney Korotkin in 2017. Joel Korotkin did receive management
fees from the LLC in the amount of $5,000 per month, for a total
$120,000. An unsecured loan to the Debtor was also made by Dave
and Ronna Korotkin in the amount of $48,000 in 2017. Joel Korotkin
is an insider as the Managing Member of the Debtor. Dave and Ronna
Korotkin are insiders as Dave Korotkin is the brother of Joel
Korotkin.
The Debtor will seek approval and recordation of a so-called Large
Lot Map. The Debtor has prepared the Large Lot Map for approval by
the El Dorado County Board of Supervisors and its is ready to be
scheduled for approval by the Board of Supervisors, after which it
can be recorded. Prior to construction of any improvements on the
Property, the Lender will execute such documents as are necessary
to permit the Debtor to seek approval and recordation of the Large
Lot Map, as long as in doing so, the Lender does not jeopardize the
validity, priority, or insurability of its secured position.
A redlined version of the amended Disclosure Statement from
PacerMonitor.com is available at https://tinyurl.com/y8nme36f at no
charge.
About Salmon Falls Land and Cattle Company
Salmon Falls Land and Cattle Company, LLC listed its business as a
Single Asset Real Estate (as defined in 11 U.S.C. Section
101(51B)). Salmon Falls Land and Cattle Company, LLC sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.
Cal., Case No. 18-22368) on April 20, 2018. In the petition signed
by Joel Martin Korotkin, managing member, the Debtor disclosed
between $1 million to $10 million in assets and between $1 million
and $10 million in liabilities. Judge Christopher D. Jaime presides
over the case.
James L. Brunello, Esq., at Attorney at Law, serve as the Debtors'
counsel.
SEARS HOLDINGS: Clover Tech. Objects to Store Closing Sales
-----------------------------------------------------------
BankruptcyData.com reported that Clover Technologies Group filed an
objection to Sears Holdings' store closing sales and its assumption
of a liquidation consulting agreement.
The objection asserts, "In the Motion, the Debtors seek permission
to, among other things, liquidate inventory remaining at the
Closing Stores, and such other inventory as the Debtors choose, as
part of the Store Closing Sales, asserting that doing so will
maximize value to all stakeholders. The Motion fails, however, to
even mention, let alone address, the rights of consignment vendors
like Clover. Since the Consignment Agreement provides that Kmart
is obligated to pay Clover within 15 days of the sale of
Merchandise to the retail customer, the proposed sale of the
Merchandise in the Store Closing Sales has the effect of forcing
Clover to sell goods on credit to the Debtor, post-petition,
without its consent and without any adequate protection. In the
absence of appropriate treatment as a Trust Fund Counterparty as
set forth in the Trust Order, or other appropriate and adequate
protection of its rights in and to the Merchandise acceptable to
Clover, Clover objects to the liquidation sale of its Merchandise
at the Store Closing Sales... Whether Clover's transactions with
Kmart constitute a consignment or give rise to a purchase money
security interest, Clover holds title to the Merchandise and its
interests therein are senior to any liens or claims held by any
other party, including but not limited to Bank of America, JPMorgan
Chase Bank and Wells Fargo Bank. Nonetheless, according to the
Motion, the Debtor intends to use the proceeds from the sale of the
Merchandise for liquidity and to pay down the DIP financing."
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.
SEARS HOLDINGS: Final Hearing on DIP Financing Set for Nov. 15
--------------------------------------------------------------
BankruptcyData.com reported that the Court overseeing the Sears
Holdings case will convene a hearing on November 15, 2018 to
consider entry of a final approval on the debtor-in-possession
("DIP") asset-based credit (ABL) facility.
The Court earlier approved the Debtors' interim request to (i)
borrow pursuant to the terms of a senior secured superpriority
priming non-amortizing debtor-in-possession ("DIP") asset-based
credit facility (the "DIP ABL Facility"), in an aggregate principal
amount of up to $1,830,378,380 billion on the terms and conditions
set forth in the DIP ABL Term Sheet and (ii) access cash
collateral.
In respect of immediately available interim financing, which totals
$300 millon, the order authorizes, "Upon entry of this Interim
Order, subject to the terms and conditions set forth in the DIP ABL
Term Sheet and this Interim Order, (x) an asset based revolving
credit facility with aggregate initial commitments of $188,110,759
(such commitments, the 'Incremental DIP ABL Revolving Commitments,'
the advances made pursuant thereto, the 'Incremental DIP ABL
Revolving Advances,' and such facility, the 'Incremental DIP ABL
Revolver'), including (i) a $50 million letter of credit
sub-facility made available upon entry of the Interim Order (the
'Incremental DIP ABL L/C Sub-facility'), and (ii) a $25 million
discretionary swingline sub-facility (the 'Incremental DIP ABL
Swingline Sub-facility', the Incremental DIP ABL Revolving
Advances, together with the obligations under the Incremental DIP
ABL L/C Sub-facility and the Incremental DIP ABL Swingline
Sub-facility, the 'Incremental DIP ABL Revolving Extensions of
Credit'), and (y) an asset-based term loan facility in an aggregate
initial principal amount of $111,889,241 (the 'Incremental DIP ABL
Term Loan', and together with the 'Incremental DIP ABL Revolving
Extensions of Credit', the 'Incremental DIP ABL Obligations')."
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.
SEARS HOLDINGS: Landlords Object to Store Closing Sales
-------------------------------------------------------
BankruptcyData.com reported that Brixmor Property Group, C. E.
Johns Company, Centennial Real Estate Co., S-Tract and The Macerich
Company (together, "the Landlords") filed an objection to Sears
Holdings' store closing sales and its assumption of a liquidation
consulting agreement.
BankruptcyData related that the objection asserts, "Landlords do
not seek to deny the Debtors' ability to conduct reasonable sales
of its inventory. The Landlords do object to the Store Closing
Motion's request for a blanket invalidation of lease terms and
local laws that restrict such sales. This blanket denial of
reasonable restrictions on store-closing activities, as
specifically negotiated in the Leases and as permitted under state
law, is unnecessary, inappropriate, and inconsistent with Sections
363 and 365. Pending finalizing any side agreement with the
Consultant, the Store Closing Motion and Consultant Agreement
contain provisions that are objectionable to Landlords, requiring
Landlords to object to the Store Closing Motion, Consultant
Agreement, and proposed sale guidelines (the 'Sale Guidelines'),
and request that this Court incorporate the protections and
modifications. There is a clear policy to preserve the rights of
Landlords under their Leases, and Debtors do not need to render
legitimate provisions of the Leases unenforceable to conduct
closing sales. Until such time as the Landlords can negotiate
appropriate agreements with Consultant for the conduct of the
closing sales, Landlords object to the Store Closing Motion, Sale
Guidelines and Consultant Agreement. It is critical for Landlords
to maintain the proper use and product balance required under the
Leases. Introduction of non-debtor inventory potentially violates
the use clauses and exclusivity provisions in the Leases, as well
as other leases in the Center. Even if the Debtors and Consultant
represent that the goods will be of 'like kind and quality,'
augmentation potentially violates the Leases and state consumer
protections laws. Landlords should not bear the risk of such
violations."
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.
SERVICE PAINTING: Wants to Use Cash Collateral Until Jan. 11
------------------------------------------------------------
Service Painting, Inc., requests the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania to authorize, on an interim basis
through Jan. 11, 2019, its use of cash, proceeds of the
pre-petition collateral, and such other funds that the Debtor
obtains post-petition which may be subject to the security interest
of Citizens Bank of Pennsylvania.
The Debtor asserts that the use of cash collateral is necessary for
the continued operation of its business, allowing the Debtor to pay
its post-petition obligations as they come due. In the normal
course of its business, the Debtor incurs obligations to suppliers
for variety of goods and services, which are essential to the
continued existence of the Debtor as a going concern.
Also, the Debtor asserts that it must maintain its relationship
with its employees so that the essential services they provide are
interrupted. Otherwise, if the Debtor's present employees terminate
their employment, the Debtor will be forced to hire and train new
employees, which in turn will negatively impact the Debtor's
business as well as the services provided to its customers.
As of the Petition Date, the Debtor's obligation due to Citizens
Bank of Pennsylvania totals approximately $475,597, which is
secured by all assets of the Debtor, including the cash and
non-cash proceeds thereof.
The Debtor represents that, as of the Petition Date, it is current
with its obligations to Citizens Bank pursuant to the Citizens
Modification Agreement.
As adequate protection to Citizens Bank's interests, the Debtor
proposes to remain current on its obligations during the pendency
of the case by making monthly installment payments to Citizens Bank
in the approximate amount of $5,655 pursuant to Citizens
Modification Agreement.
A full-text copy of the Debtor's Motion is available at
http://bankrupt.com/misc/paeb18-16843-6.pdf
About Service Painting
Service Painting, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Pa. Case No. 18-16843) on Oct. 13,
2018. At the time of the filing, the Debtor estimated assets of
less than $1 million and liabilities of less than $1 million.
Judge Eric L. Frank presides over the case. The Debtor tapped
Kurtzman Steady, LLC, as its legal counsel.
SPA 810: Plan Outline Okayed, Plan Hearing on Dec. 10
-----------------------------------------------------
SPA 810, LLC and Phoenix Global Consulting Group, Inc. are now a
step closer to emerging from Chapter 11 protection after a
bankruptcy judge approved the outline of their joint plan of
reorganization.
Judge Daniel Collins of the U.S. Bankruptcy Court for the District
of Arizona on Oct. 26 gave the thumbs-up to the disclosure
statement, allowing the companies to start soliciting votes from
creditors.
The order set a Dec. 3 deadline for creditors to file their
objections and submit ballots of acceptance or rejection of the
plan.
A court hearing to consider confirmation of the plan is scheduled
for Dec. 10, at 11:00 a.m. The hearing will take place at
Courtroom 603.
According to the companies' latest disclosure statement, following
their negotiation with the official committee of unsecured
creditors and Princeton Franchise Partners, LLC, the committee can
now support the plan so long as the pool established for
distribution to Class 5 general unsecured creditors is at least
$490,000.
The committee's objections have been that the proposed transaction
with Princeton does not provide for fair value for the interests
and assets of the companies; that the transaction does not provide
for or permit an open auction sale of the interests or assets to
determine if another party is willing to make a higher or better
proposal; and that the Princeton transaction includes a provisional
agreement for employment and compensation with John Dunatov, the
companies' principal, according to the second amended disclosure
statement filed on Oct. 25.
A copy of the second amended disclosure statement is available for
free at:
http://bankrupt.com/misc/azb18-06718-226.pdf
About Spa 810 LLC
SPA 810, LLC -- https://www.spa810.com/ -- owns and operates spas.
It is headquartered in Scottsdale, Arizona, with locations in
Texas, Arkansas, Florida, Iowa, Minnesota, Georgia, Oklahoma,
Colorado, and Kentucky.
SPA 810 and affiliate Phoenix Global Consulting Services sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz.
Case Nos. 18-06718 and 18-06719) on June 11, 2018.
At the time of the filing, SPA 810 estimated assets of less than
$500,000 and liabilities of less than $1 million to $10 million;
and Phoenix Global estimated less than $50,000 in assets and less
than $1 million in liabilities.
The Debtors tapped Dickinson Wright PLLC as their legal counsel.
SPA 810 hired Jonathan Miller, CPA, PC as its accountant. It hired
Warshawsky Seltzer, PLLC as special counsel.
On June 22, 2018, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors in the Debtors' cases.
The committee hired Tiffany & Bosco, P.A. as its legal counsel.
STAR MOUNTAIN: Nov. 5 Plan Confirmation Hearing Set
---------------------------------------------------
The Bankruptcy Court has issued an order conditionally approving
the disclosure statement explaining Star Mountain Resources Inc.'s
joint plan of reorganization and set the confirmation hearing for
November 5, 2018 at 2:30 p.m.
Class 1 consists of the Allowed Claims of general unsecured
creditors, including the Allowed Claims of Insiders Edward Brogan
and Joseph Marchal. Allowed Claims in this class will be paid on a
Pro-Rata basis from the Plan Trust Fund after the payment in full
of all Allowed Administrative Claims. In the event sufficient funds
are available to pay all Allowed Claims in this Class, the Plan
Trustee will pay interest at a rate of 3 percent (3%) per annum. A
Class 1 Claim held by Insiders Brogan and Marchal will be deemed
Disallowed pending the resolution of any Cause of Action filed
against such Insider or objection filed to a Claim asserted by such
Insider. Class 1 is Impaired and is entitled to vote on the Plan.
On the Effective Date, a Plan Trust will be created pursuant to the
Plan Trust Agreement to liquidate all Plan Trust Assets, to pursue
all Causes of Action, and to make all distributions to Holders of
Allowed Claims and Interests as required by the Plan. On the
Effective Date, the Assets will be transferred to the Plan Trust,
and proceeds thereof will be used to pay Allowed Claims and
Interests after the payment or reservation for the expenses of
administering the Plan Trust.
A copy of the Disclosure Statement is available from
PacerMonitor.com at https://tinyurl.com/y9798eyb at no charge.
About Star Mountain Resources
Star Mountain Resources Inc. --
http://www.starmountainresources.com/-- is a small cap mining
company focused on the acquisition of mineral properties and their
development into producing mines. It is headquartered in Tempe,
Arizona.
Star Mountain Resources sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Ariz. Case No. 18-01594) on Feb. 21,
2018. In the petition signed by Mark Osterberg, president and
chief operating officer, the Debtor estimated assets and
liabilities of $1 million to $10 million. Judge Daniel P. Collins
presides over the case. Fennemore Craig, P.C., is the Debtor's
bankruptcy counsel.
The Office of the U.S. Trustee appointed an official committee of
unsecured creditors on April 18, 2018. The Committee retained
Dickinson Wright, PLLC, as its legal counsel.
Jared G. Parker was appointed examiner of the Estate of Star
Mountain Resources, Inc. The Examiner is represented by Parker
Schwartz, PLLC, as its counsel.
TALEN ENERGY: Moody's Affirms B2 CFR, Outlook Stable
----------------------------------------------------
Moody's Investors Service affirmed the ratings of Talen Energy
Supply, LLC including its corporate family rating at B2, its
probability of default at B2-PD, its senior secured debt at Ba2,
its senior unsecured guaranteed debt at B2, and its senior
unsecured, nonguaranteed debt at Caa1. The affirmation follows
Talen's plans to refinance a portion of its existing debt on a
non-recourse basis with proceeds of a $450 million project
financing of two of its gas-fired plants. The rating outlook for
Talen is stable.
However, following the closing of the project financing, Moody's
expects the change in Talen's capital structure to put downward
pressure on the B2 ratings of its guaranteed debt obligations,
which are likely to be lowered to B3. The change in rating for the
senior unsecured guaranteed debt would result from the reduction of
unsecured debt cushion in the capital structure presently
supporting the higher priority facilities.
RATINGS RATIONALE
The ratings and stable outlook for Talen recognize the consolidated
credit profile of the organization, which is not materially altered
by the proposed project finance transaction. For 2019-2020, Moody's
expects the company's consolidated ratio of cash flow from
operations excluding changes in working capital (CFO pre-WC) to
debt to be in a range of 6%-8%. In addition, the ratings reflect
Talen's elevated exposure to carbon transition risks, and its heavy
reliance on fossil-fired generation.
The rating affirmation follows Talen's announced plans to finance
its 600 MW natural gas-fired combined cycle Lower Mount Bethel, and
1,700 MW dual-fuel (gas/oil) Martins Creek, plants on a
non-recourse basis, removing them from the security/guarantee
collateral provided to the existing lenders. Combined, the plants
are expected to generate approximately $100 million of annual
earnings before interest, taxes and depreciation (EBITDA). Proceeds
from this financing is expected to be approximately $450 million
and will be used for the early retirement of about $400 million of
Talen unsecured and guaranteed debt currently due in 2021, 2022 and
2024.
The project financing will add a modest amount of consolidated
leverage to Talen's balance sheet, as a portion of the proceeds
will be retained for capital expenditures rather than used for debt
repayment. The additional leverage is mitigated to some extent by
the resulting reduction in refinancing risk, potentially lower
financing costs, and the amortizing nature of the non-recourse
financing.
Similar to its treatment of Talen's existing non-recourse debt,
Moody's includes the debt and associated cash flow from the project
financing in its overall credit analysis when determining Talen's
corporate family rating. However, given the non-recourse nature of
these entities, Moody's excludes the project finance debt from
Talen's liability structure when conducting its loss given default
analysis. The reduction in the unsecured debt cushion puts pressure
on the ratings of the existing guaranteed debt. Upon closing of the
transaction, Moody's expects the ratings of these individual debt
securities to move down by one notch.
Liquidity
Talen's SGL-2 reflects good liquidity for the next 12-18 months.
The position is bolstered by external credit facilities that
provide support in the latter part of the forecast period. As of
June 30, 2018, the company had an unrestricted cash balance of
about $29 million; usage under its $1.242 billion credit facility,
which terminates in 2022, included an outstanding balance of $61
million and $147 million for letters of credit. Its view reflects
its expectation that Talen will look to extend the maturity date of
its secured revolver well in advance of its current 2022
termination date.
Talen's nearest long-term debt maturities include $17 million of
notes due July 2019 which the company expects to repay with cash on
hand. Talen's additional 2018 liquidity needs include a requirement
by the Montana Department of Environmental Quality to provide
financial assurance for its proportionate share of the
decommissioning costs associated with the coal-fired Colstrip
units. Talen's financial assurance requirement is currently
estimated to be about $53 million in 2018 and $19 million 2019,
with an aggregate estimated range of $71 - $94 million.
Outlook
Talen's stable outlook reflects its expectation that, despite
declining capacity revenue, management's continued focus on
performance enhancement and cost control will support the company's
credit quality such that its ratio of CFO pre-WC to debt that will
remain above 5%.
Factors that Could Lead to an Upgrade
Given its declining revenue profile and relatively aggressive
financial policies, it is not likely that the CFR will move upward
over the next 12-18 months. Longer term, if there were to be
operational enhancements, reductions in leverage, or an improvement
in market conditions causing the ratio of CFO pre-WC to remain
above 10%, there could be upward pressure on the ratings.
Factors that Could Lead to a Downgrade
If there were to be an increase in leverage, operational
challenges, or continued weak commodity prices such that Moody's
would expect the ratio of CFO pre-W/C to debt to fall below 5% on a
sustained basis, or if the company were to become significantly
free cash flow negative for a prolonged period. In addition, if
there were to be additional refinancings that replace unsecured
debt with additional secured or guaranteed debt, or there is other
erosion of the unsecured liability base, there could be pressure on
the ratings of the secured or guaranteed notes.
Outlook Actions:
Issuer: Talen Energy Supply, LLC
Outlook, Remains Stable
Affirmations:
Issuer: Talen Energy Supply, LLC
Probability of Default Rating, Affirmed B2-PD
Speculative Grade Liquidity Rating, Affirmed SGL-2
Corporate Family Rating, Affirmed B2
Senior Secured Bank Credit Facility, Affirmed Ba2 (LGD2)
Gtd. Senior Unsecured Regular Bond/Debenture, Affirmed B2 (LGD4)
Senior Unsecured Regular Bond/Debenture, Affirmed Caa1 (LGD5)
Issuer: Pennsylvania Economic Dev. Fin. Auth.
Senior Unsecured Revenue Bonds (Guaranteed), Affirmed B2 (LGD4)
Talen Energy Supply, LLC is an independent power producer with
about 15 GW of generating capacity. Talen Energy Corporation,
headquartered in Allentown, PA, is a privately owned holding
company that owns 100% of Talen and conducts all its business
activities through Talen.
The principal methodology used in these ratings was Unregulated
Utilities and Unregulated Power Companies published in May 2017.
TECHNOLOGY SOLUTIONS: Public Foreclosure Sale Slated for Nov. 8
---------------------------------------------------------------
Simon Group Holdings LLC, as perfected, secured creditor of Tech
Sol LLC and Tikoo Solutions LLC aka Technology Solutions, will hold
a public foreclosure sale on Nov. 8, 2018, at 11:00 a.m. (Central
Time), at the former offices of Technology Solutions under Section
9-610 of the Uniform Commercial List Code of all of the remaining
personal property pledged to the secured creditor. The public
sale will take place at:
1500 Lakeside Drive
Suite 110
Bannockburn, IL 60015
Secured creditor retained as counsel:
Edwin Herbert, Esq.
335 E. Maple
Birmingham, MI 48009
Tel: (313) 662-3507
Email: eherbert@simongroupholdings.com
TECTA AMERICA: S&P Assigns B Issuer Credit Rating, Outlook Stable
-----------------------------------------------------------------
S&P Global Ratings assigned its 'B' issuer credit rating to Tecta
America Corp. The outlook is stable.
S&P said, "At the same time, we assigned a 'B' issue-level rating
and '3' recovery rating on the company's first-lien facility, which
consists of a $60 million revolving credit facility due 2023 and a
$375 million senior secured first-lien term loan due 2025. The
rating reflects our expectation of meaningful (50%-70%; rounded
estimate: 55%) recovery in the event of a payment default.
"We also assigned a 'CCC+' issue-level rating and '6' recovery
rating on the company's $100 million senior secured second-lien
term loan due 2026, reflecting our expectation of negligible
(0%-10%; rounded estimate: 0%) recovery in the event of a payment
default."
The 'B' issuer credit rating reflects Tecta's high lease-adjusted
leverage above 6.5x through 2019, operations in the competitive and
fragmented commercial roofing contractor industry, and significant
revenue volatility over the economic cycle. Partly offsetting these
risk factors are Tecta's market position as the largest roofing
contractor in the U.S. by revenue, its healthy EBITDA profit margin
in the 11% to 12% range, and good expected EBITDA to FOCF
conversion in the 20% to 30% area.
S&P said, "Our stable outlook reflects our expectation that Tecta
will benefit from a stable pipeline of roofing projects, aging and
declining U.S. commercial property roofing lifecycles, and top-line
contributions from acquired competitors. We expect adjusted EBITDA
margin of 11%-12% and FOCF to debt in the 3.5% to 5.5% range over
the next 12 months, and adjusted leverage will decline toward 6.5x
by year-end 2019 as the company successfully executes on its
acquisitive growth strategy.
"We could lower our rating over the forecast period if the company
were to experience difficulties in integrating its recent
acquisitions, operating costs increase significantly, or if the
macroeconomic environment deteriorated such that the company
sustains adjusted leverage above the high-6x area. In this scenario
we would forecast FOCF to debt to have declined to below 3% or
adjusted EBITDA weakening by about 10% from our 2019 forecast
assuming the current debt levels.
"Although unlikely given the company's high acquisitive growth
strategy and the financial-sponsor ownership, we could raise our
rating if it were to sustain adjusted leverage below 4x. Under this
scenario, we believe the company could likely withstand a sharp
decline in economic activity and that the financial sponsors would
refrain from large debt-funded acquisitions or dividends."
THISTLE FOUNDRY: Seeks Access to $22,750 in Cash Collateral
-----------------------------------------------------------
Thistle Foundry & Machine Co., Inc. requests the U.S. Bankruptcy
Court for the Western District of Virginia to authorize and approve
its use of cash collateral with a value of approximately $22,750
for the payment of its operating expenses until a full hearing can
be held on Nov. 8, 2018 at 10:30 a.m.
The Debtor currently has no present alternative borrowing source
from which the Debtor could secure additional funding to operate
its business. Thus, the Debtor asserts that it must use cash
collateral in order to remain in possession of its property and
continue its business activity in an effort to achieve successful
reorganization.
The Debtor believes the United States of America - Internal Revenue
Service (IRS) and First Sentinel Bank, each have a lien upon the
cash collateral being the accounts receivable of the Debtor.
The Debtor is offering to provide First Sentinel Bank and the IRS
with replacement liens pursuant to and in accordance with 11 U.S.C.
Sec. 361(2), in and to all property of the estate of the kind
presently securing the indebtedness owing to the secured creditors
purchased or acquired with the cash collateral of the secured
creditors, up to the amount of the prepetition cash collateral,
which is believed to be $22,750.
A full-text copy of the Cash Collateral Motion is available at
http://bankrupt.com/misc/vawb18-71371-4.pdf
About Thistle Foundry & Machine
Thistle Foundry & Machine Co., Inc., is a privately held company in
Bluefield, VA, categorized under Steel Foundries. Thistle Foundry
filed a Chapter 11 petition (Bankr. W.D. Va. Case No. 18-71371) on
Oct. 12, 2018, estimating $500,001 to $1 million in assets and
liabilities. Copeland Law Firm, P.C., led by Robert Tayloe
Copeland, serves as counsel to the Debtor.
TOYS R US: Exclusive Plan Filing Period Extended Thru Nov. 12
-------------------------------------------------------------
BankruptcyData.com reported that the Court hearing the Toys "R" Us
case has extended the periods during which the Debtors have an
exclusive right to file a Chapter 11 Plan, and solicit acceptances
thereof, through and including November 12, 2018 and January 11,
2019, respectively with the Court provided caveat "...that, solely
with respect to the Taj Debtors, such extensions shall expire on
11:59 p.m. on October 29, 2018, unless prior to 11:59 p.m. on
October 29, 2018,
(a) the Taj Debtors have concluded an auction for the assets of,
or direct or indirect interests in, TRU (Japan) Holdings
Parent Ltd. and TRU Asia, LLC and such entities' direct and
indirect subsidiaries and interests, including such
entities' 84.87% interest in Toys (Labuan) Holding Limited,
(the 'Asia JV'),
(b) the Taj Debtors have selected a bid from the holders of the
Taj senior note claims as the highest or otherwise best
offer in the Asia JV sale process, or
(c) the Court has entered an order further extending the
exclusivity periods beyond October 29, 2018, for the Taj
Debtors.
About Toys "R" Us
Toys "R" Us, Inc., was an American toy and juvenile-products
retailer founded in 1948 and headquartered in Wayne, New Jersey, in
the New York City metropolitan area. Merchandise was sold in 880
Toys "R" Us and Babies "R" Us stores in the United States, Puerto
Rico and Guam, and in more than 780 international stores and more
than 245 licensed stores in 37 countries and jurisdictions.
Merchandise was also sold at e-commerce sites including Toysrus.com
and Babiesrus.com.
On July 21, 2005, a consortium of Bain Capital Partners LLC,
Kohlberg Kravis Roberts, and Vornado Realty Trust invested $1.3
billion to complete a $6.6 billion leveraged buyout of the
company.
Toys "R" Us is a privately owned entity but still files with the
U.S. Securities and Exchange Commission as required by its debt
agreements.
The Company's consolidated balance sheet showed $6.572 billion in
assets, $7.891 billion in liabilities, and a stockholders' deficit
of $1.319 billion as of April 29, 2017.
Toys "R" Us, Inc., and certain of its U.S. subsidiaries and its
Canadian subsidiary voluntarily filed for relief under Chapter 11
of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No. Case No.
17-34665) on Sept. 19, 2017. In addition, the Company's Canadian
subsidiary voluntarily commenced parallel proceedings under the
Companies' Creditors Arrangement Act ("CCAA") in Canada in the
Ontario Superior Court of Justice. The Company's operations
outside of the U.S. and Canada, including its 255 licensed stores
and joint venture partnership in Asia, which are separate entities,
were not part of the Chapter 11 filing and CCAA proceedings.
Grant Thornton is the monitor appointed in the CCAA case.
Judge Keith L. Phillips presides over the Chapter 11 cases.
In the Chapter 11 cases, Kirkland & Ellis LLP and Kirkland & Ellis
International LLP serve as the Debtors' legal counsel. Kutak Rock
LLP serves as co-counsel. Toys "R" Us employed Alvarez & Marsal
North America, LLC as its restructuring advisor; and Lazard Freres
& Co. LLC as its investment banker. It hired Prime Clerk LLC as
claims and noticing agent. Consensus Advisory Services LLC and
Consensus Securities LLC, serve as sale process investment banker.
A&G Realty Partners, LLC, serves as its real estate advisor.
On Sept. 26, 2017, the U.S. Trustee for Region 4 appointed an
official committee of unsecured creditors. The Committee retained
Kramer Levin Naftalis & Frankel LLP as its legal counsel; Wolcott
Rivers, P.C., as local counsel; FTI Consulting, Inc. as financial
advisor; and Moelis & Company LLC as investment banker.
Toys "R" Us UK
Toys "R" Us Limited, Toys "R" Us, Inc.'s UK arm with 105 stores and
3,000 employees, was sent into administration in the United Kingdom
in February 2018.
Arron Kendall and Simon Thomas of Moorfields Advisory Limited, 88
Wood Street, London, EC2V 7QF were appointed Joint Administrators
on Feb. 28, 2018. The Administrators now manage the affairs,
business and property of the Company. The Administrators act as
agents only and without personal liability.
The Administrators said they will make every effort to secure a
buyer for all or part of the business.
Liquidation of U.S. Stores
Toys "R" Us, Inc., on March 15, 2018, filed with the U.S.
Bankruptcy Court a motion seeking Bankruptcy Court approval to
start the process of conducting an orderly wind-down of its U.S.
business and liquidation of inventory in all 735 of the Company's
U.S. stores, including stores in Puerto Rico.
Propco I Debtors
Toys "R" Us Property Company I, LLC and its subsidiaries own fee
and leasehold interests in more than 300 properties in the United
States. The Debtors lease the properties on a triple-net basis
under a master lease to Toys-Delaware, the operating entity for all
of TRU's North American businesses, which operates the majority of
the properties as Toys "R" Us stores, Babies "R" Us stores or
side-by-side stores, or subleases them to alternative retailers.
Toys "R" Us Property was founded in 2005 and is headquartered in
Wayne, New Jersey. Toys 'R' Us Property operates as a subsidiary
of Toys "R" Us Inc.
Company LLC, MAP Real Estate LLC, TRU 2005 RE I LLC, TRU 2005 RE II
Trust, and Wayne Real Estate Company LLC -- Propco I Debtors --
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
E.D. Va. Lead Case No. 18-31429) on March 20, 2018. The Propco I
Debtors sought and obtained procedural consolidation and joint
administration of their Chapter 11 cases, separate from the Toys
"R" Us Debtors' Chapter 11 cases.
The Propco I Debtors estimated assets of $500 million to $1 billion
and liabilities of $500 million to $1 billion.
Judge Keith L. Phillips presides over the Propco I Debtors' cases.
The Propco I Debtors hired Klehr Harrison Harvey Branzburg, LLP;
and Crowley, Liberatore, Ryan & Brogan, P.C., as co-counsel. The
Debtors also tapped Kutak Rock LLP. They hired Goldin Associates,
LLC, as financial advisors.
VERRINO CONSTRUCTION: Allowed to Use FC Marketplace Cash Collateral
-------------------------------------------------------------------
The Hon. Robert D. Drain the U.S. Bankruptcy Court for the Southern
District of New York has entered an order authorizing Verrino
Construction Services Corp.'s use of the cash collateral asserted
by FC Marketplace LLC.
The Debtor is authorized to utilize FC's cash collateral to the
extent set forth in Debtor's Motion and in accordance with Budget
referenced in the Motion.
The Debtor will provide adequate protection to FC in the
approximate sum of $8,596 per month for each month while under the
protection of the Court until the effective date of a chapter 11
plan, the total amount of which will be secured by a senior lien --
Debtor's Lien -- less the Tishman Mechanic's Lienors' claims which
are 3A trust fund monies and subject, further, to a dollar for
dollar carve-out for Court approved administrative expenses,
including professional fees and expenses, taxes and other
post-petition administrative expenses, and fees and interest
thereon of the Office of the United States Trustee from the
proceeds of Debtor's Lien, which does not include the
aforementioned Tishman Mechanic's Lienors' claims.
The adequate protection referenced above will not during the course
of this case be paid from the Budget, but will instead be paid only
pursuant to a plan of reorganization approved by the Court and
applied to FC's allowed secured claim under Section 506 of the
Bankruptcy Code.
A full-text copy of the Order is available at
http://bankrupt.com/misc/nysb18-23035-38.pdf
About Verrino Construction
Verrino Construction Services Corp. -- http://vcs-corp.com/-- is a
full-service construction management firm offering construction
services. Established in 2000, the Company offers pre-construction
analysis, construction administration and consulting services. VCS
has successfully managed major commercial construction projects
consisting of retail, office, hospitality and entertainment-based
clients. VCS is headquartered in Armonk, New York.
Verrino Construction Services filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 18-23035) on July 2, 2018. In the petition
signed by Richard Verrino, president, the Debtor estimated $0 to
$50,000 in assets and $1 million to $10 million in liabilities. The
Hon. Robert D. Drain presides over the case. Hugh L. Rothbaum,
Esq., at Hugh L. Rothbaum, PLLC, serves as bankruptcy counsel; and
LaGreca and LaGreca as accountants.
WEDDINGWIRE INC: Moody's Assigns B3 CFR, Outlook Stable
-------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Ratings
and a B3-PD Probability of Default Rating to WeddingWire, Inc., B2
facility ratings to the company's new first-lien debt, including a
$25 million revolver and $450 million term loan, and a Caa2 rating
to a new, $175 million second-lien term loan. Proceeds from the
term loan debt, plus $450 million of rolled-over common equity and
$333 million of new common equity from Permira Funds and Spectrum
Equity, will be used to effect WeddingWire's $812 million
acquisition of XO Group, repay a small amount of existing
WeddingWire debt, allocate $75 million of cash on the combined
companies' balance sheet, and pay transaction fees and expenses.
The outlook is stable.
Moody's assigned the following ratings to WeddingWire, Inc.:
--- Corporate Family Rating of B3
--- Probability of Default Rating of B3-PD
--- Proposed $25 million first lien senior secured revolving
credit facility due 2023 B2 (LGD 3)
--- Proposed $450 million first lien senior secured term loan due
2025 B2 (LGD 3)
--- Proposed $175 million second lien senior secured term loan
due 2026 Caa2 (LGD 5)
--- Outlook, Stable
The assigned ratings remain subject to Moody's review of the final
terms and conditions of the proposed financing, which is expected
to close in the first half of 2019.
RATINGS RATIONALE
The B3 CFR takes into account execution risks involved with
WeddingWire's merging with a larger company, as well as the
combined companies' very high Moody's-adjusted post-acquisition
debt-to-EBITDA leverage, which Moody's expects will moderate by
late 2019 to between 8.0 and 9.0 times. The credit profile reflects
uncertainties as to the level of synergies that will ultimately be
achieved, as well as less-readily-quantifiable impacts the actions
may have on the company's overall performance. There is a high
level of restructuring activity (including headcount reduction) in
the transaction that could impair business performance, as well as
a high proportion of anticipated synergies relative to the combined
company's cost structure. Incremental interest expense alone
exceeds the combined free cash flow of the predecessor businesses.
High leverage, a small, approximately $325 million revenue base
(expected for 2019), and weak near- to medium-term free cash flow
position WeddingWire weakly relative to many of its B3-rated
service industry peers.
However, Moody's believes that adequate liquidity, strong top line
growth combined with good profitability, and a sound rationale for
WeddingWire's combination with XO Group, which will position the
combined company as a leader in the online wedding services
marketplace, mitigate the risks posed by very high leverage and
small scale. Excluding a deemphasized publishing unit, XO Group,
the larger of the two companies by about a third, has realized
upper-single-digit compound annual revenue growth over the past
several years, while WeddingWire, having posted 17% growth in 2017,
is on a double-digit pace again this year. The companies are
complementary leaders in their sectors: WeddingWire for "day of"
wedding services that help engaged couples who book vendors (such
as venues, photographers, musicians, caterers, florists) through
the site and use its planning tools (budgeting, progress
checklists) for free; and XO Group that, through its high-profile
website The Knot, enables couples planning a wedding to connect
with vendors advertising on the platform and to manage a gift
registry. Two thirds of revenues will come from the combined
companies' more than 90,000 vendor subscriptions (by which vendors
get placed in localized online directories, with higher visibility
through paid placements), with the balance primarily from online
advertising and transaction fees from The Knot's registry service.
Moody's believes WeddingWire is well positioned to take advantage
of wedding services marketing spend that is steadily migrating to
online platforms but which is still underpenetrated relative to
other sectors' more established marketplaces (such as real estate
and auto) and which, it is claimed, is resilient in economic
downturns. WeddingWire, especially as a result of its combination
with XO Group, will oversee an evolving online marketplace that
provides a commercial focal point for a geographically localized,
highly fragmented base of both wedding vendors, who number in the
hundreds of thousands, and engaged couples, who number in the
millions, are motivated consumers, and who replenish every year.
Moody's views WeddingWire's liquidity as adequate. While both
companies generated positive free cash flows over the last few
years (especially the larger XO Group, whose cash had built to more
than $100 million), all balance sheet cash will be swept in the
LBO, and its incremental interest burden will sharply curtail the
combined company's free cash flow. Initial liquidity will be
provided by the new financing itself, which will allocate $75
million of cash, part of which Moody's believes will be needed to
execute cost cuts. Although liquidity is adequate, it provides
limited cushion given the high level of one-time costs to achieve
synergy benefits and the expectation of little to no free cash flow
over the first year after closing. Moody's expects free cash flow
to be only moderately positive by late 2019. The $25 million
revolver is small relative to more than $50 million in annual
interest expense and capital expenditures of approximately $13
million. A nominal, springing first-lien net leverage covenant,
applicable to the revolver only, should allow for clear access to
the facility over the next twelve months.
The stable outlook reflects Moody's expectation that WeddingWire
will show healthy revenue growth of at least mid-single-digit
percentages, leverage will moderate to or below 8.0 times by late
2019, and that liquidity remains adequate.
The ratings could be upgraded if the company demonstrates
significant top-line growth and if Moody's expects that
debt-to-EBITDA leverage (Moody's adjusted) will approach 6.5 times
while free cash flow as a percentage of debt holds in the
mid-single-digits.
Alternatively, the ratings could be downgraded if revenue fails to
grow, liquidity deteriorates or profitability weakens such that
Moody's expected debt-to-EBITDA will not return to below 8.0 times
over the next twelve to eighteen months, or the company fails to
generate a meaningful level of free cash flow.
With Moody's-expected 2019 revenues of about $325 million,
WeddingWire, as a result of its planned late-2018 merger with XO
Group (the owner of The Knot online bridal registry service), is a
leader in the online wedding services marketplace.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
WELDED CONSTRUCTION: U.S. Trustee Forms 7-Member Committee
----------------------------------------------------------
Andrew R. Vara, Acting U.S. Trustee for Region 3, on Oct. 30
appointed seven creditors to serve on the official committee of
unsecured creditors in the Chapter 11 case of Welded Construction,
LP, and Welded Construction Michigan, LLC.
The committee members are:
(1) Ohio Machinery Co.
Attn: Curtis Keal
3993 E. Royalton Road
Broadview Heights, OH 44147
Tel: (440) 838-7229
Fax: (440) 838-7427
(2) Cleveland Brothers Equipment Co., Inc.
Attn: David Hough
4565 William Penn Highway
Murrysville, PA 15668
Tel: (724) 325-9257
Fax: (724) 329-9299
(3) United Piping, Inc
Attn: Mel Olson
4510 Airport Road
Duluth, MN 55811
Tel: (218) 461-3616
Fax: (218) 727-1536
(4) PipeLine Machinery International, LP
Attn: Ted Hill
15434 Cypress North Houston
Cypress, TX 77429
Tel: (713) 939-0007
Fax: (713) 939-0009
(5) Earth Pipeline Services, Inc.
Attn: Joshua Roberts
135 Technology Drive, Suite 400
Canonsburg, PA 15317
Tel: (412) 737-3442
(6) IUOE and Pipe Line Employers Health & Welfare Fund
Attn: Richard Hopp
National Pipeline Training Fund
10440 Little Patuxent Parkway, Suite 700
Columbia, MD 21044
Tel: (888) 255-3862
(7) Schmid Pipeline
Attn: Daniel Langdon
242 Carlton Avenue SE
Grand Rapids, MI 49506
Tel: (616) 901-2379
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 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.
The Debtors tapped Young Conaway Stargatt & Taylor, LLP, as their
counsel, and Kurtzman Carson Consultants LLC as their claims and
noticing agent.
WESTMORELAND COAL: Files Exit Plan, Proposes to Sell Core Assets
----------------------------------------------------------------
Westmoreland Coal Company on Oct. 25 filed with the U.S. Bankruptcy
Court for the Southern District of Texas a Chapter 11 plan of
reorganization, which proposes to sell substantially all assets of
the company and its affiliates through a "stalking horse" auction.
A stalking horse auction allows the companies to choose a
third-party bidder to make the initial bid on their assets
including their Canadian business, the San Juan mine and the
Rosebud "Colstrip" mine, which are considered "core assets."
The San Juan mine supplies the requirements of the San Juan
Generating Station operated by Public Service Company of New
Mexico. The Colstrip mine is a 25,000-acre surface mine complex
located in the northern Powder River Basin.
As of December 31, 2017, there were approximately 241 million tons
of reserves at the Colstrip mine while there were approximately
11.4 million tons of reserves at the San Juan mine, according to
the companies' disclosure statement filed on Oct. 25.
Also included in the proposed sale are "non-core assets," which
include their Absaloka mine located near Hardin, Montana and the
Crow Indian Reservation; the Beulah mine in Bismarck, North Dakota;
the Buckingham mine in Southeast Ohio; the Haystack mine; the
Jewett mine located between Dallas and Houston; and the Savage Mine
located on the Montana-North Dakota border.
The companies will hold an auction on Jan. 22, 2019, at 10:00 a.m.
(prevailing Eastern Time). The final bid deadline for the core
assets is Jan. 15, 2019 at 4:00 p.m. (prevailing Central Time).
The proposed plan provides for 100% recoveries for holders of
administrative claims, priority tax claims, debtor-in-possession
facility claims, professional fee claims, "other priority claims"
and "other secured claims."
Meanwhile, each Class 4 general unsecured creditor will receive its
pro rata share of the "general unsecured claims amount." Class 4
is impaired and each general unsecured creditor is entitled to vote
to accept or reject the proposed plan.
Aside from the sale proceeds, other sources of funding for the
reorganization plan include cash on hand and the new common shares
or limited liability company units (which may be in the form of
common units) in the purchaser to be issued pursuant to the plan,
according to the disclosure statement.
A copy of the disclosure statement is available for free at:
http://bankrupt.com/misc/txsb18-35672-293.pdf
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.
The Debtors tapped Jackson Walker LLP and Kirkland & Ellis LLP and
Kirkland & Ellis International LLP as their legal counsel;
Centerview Partners LLC as financial advisor; Alvarez & Marsal
North America, LLC as restructuring advisor; and Donlin, Recano &
Company, Inc. as notice and claims agent.
The Office of the U.S. Trustee appointed an official committee of
unsecured creditors on October 19, 2018. The committee tapped
Morrison & Foerster LLP and Cole Schotz P.C. as its legal counsel.
XPERI CORP: Moody's Cuts CFR to B1 & Alters Outlook to Stable
-------------------------------------------------------------
Moody's Investors Service downgraded Xperi Corporation's credit
ratings: Corporate Family Rating to B1 from Ba3, Probability of
Default Rating to B1-PD from Ba3-PD, and senior secured rating to
B1 from Ba3. Moody's affirmed the company's Speculative Grade
Liquidity rating of SGL-2. The outlook has been revised to stable
from negative.
RATINGS RATIONALE
The downgrade of the CFR reflects Moody's expectation that Xperi's
revenues and billings will remain depressed, as the litigation
against Samsung continues, leaving Xperi without the large Samsung
license fee stream and burdened with elevated legal costs.
Moreover, Xperi's strategy to replace the large settlement payments
stream from outsourced assembly and test companies, which terminate
at the end of 2018, with licenses from the customers of the OSATs,
such as with the settlement with Broadcom in December 2017, is
proving challenging.
The rating also reflects Xperi's small scale, which results in
customer concentrations among the large semiconductor memory
producers; the consumer products end market exposure, which results
in short product life cycles; and the large portion of unit
volume-based revenues dependent on the market demand of the
underlying customer product platform, though this is partially
offset by the limited customer concentration in this part of the
business.
Still, the rating is supported by Xperi's consistent free cash flow
generation due to the licensing business model, which is supported
by a large portion of multi-year fixed-payment contracts from
semiconductor memory producers, the limited capital spending
requirements of the business, and solid liquidity.
The B1 rating of the senior secured term loan B, which equals the
CFR, reflects the single class of debt, the absence of financial
maintenance covenants, and the limited cushion of unsecured
obligations in the capital structure.
The Speculative Grade Liquidity rating of SGL-2 reflects Xperi's
good liquidity, which is supported by consistent FCF and a healthy
cash position. Xperi had cash and short term equivalents of roughly
$95 million as of June 2018. Moody's expects that Xperi will
generate annual cash from operations (Moody's adjusted) of at least
$80 million, which will comfortably cover capital expenditures and
any intellectual property purchases totaling less than $20 million.
The Term Loan B is not governed by any financial maintenance
covenants. Although Xperi has no plans to obtain a revolving credit
facility, Moody's believes that Xperi will maintain a cash and
short term investments balance of at least $90 million, which
should provide the company with good liquidity given the consistent
FCF generation.
The stable outlook reflects Moody's expectation that, after a dip
in FCF in 2019 due to the completion of OSAT settlement payments,
FCF will increase toward $60 million reflecting growth in royalty
fees and licenses. Moody's expects that Xperi will continue to
allocate a portion of FCF toward debt repayment, such that FCF to
debt (Moody's adjusted) approaches 10% over the next 12 to 18
months.
The ratings could be upgraded if Xperi reduces debt and resolves
the Samsung litigation favorably, successfully renegotiates other
maturing licenses, and Moody's believes that Xperi will
consistently generate annual FCF above $100 million (Moody's
adjusted). Moody's would expect that Xperi will refrain from
debt-financed shareholder returns and will maintain FCF to debt
(Moody's adjusted) above 20%.
The ratings could be downgraded if Moody's expects annual FCF will
be sustained below $50 million or financial policy will remain
shareholder friendly in the face of uncertainty regarding contract
renewals and litigation outcomes.
Xperi Corp., based in San Jose, California, develops and licenses
technologies and intellectual property used in semiconductor chip
manufacturing and packaging and image processing for cameras used
in mobile phones and other applications. Xperi also develops audio
technology, which it licenses to manufacturers of consumer
electronics, including home theater systems, gaming consoles, car
audio systems, personal computers, and personal audio.
The following ratings were downgraded:
Issuer: Xperi Corporation
Corporate Family Rating, Downgraded to B1 from Ba3
Probability of Default Rating, Downgraded to B1-PD from Ba3-PD
Senior Secured Term Loan B due 2023, Downgraded to B1 (LGD3) from
Ba3 (LGD3)
The following ratings were Affirmed:
Issuer: Xperi Corporation
Speculative Grade Liquidity rating, Affirmed SGL-2
Outlook Actions:
Issuer: Xperi Corporation
Rating Outlook, Changed to Stable from Negative
[*] 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.
*********
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
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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
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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 ***