/raid1/www/Hosts/bankrupt/TCR_Public/181115.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Thursday, November 15, 2018, Vol. 22, No. 318
Headlines
11380 SMITH RD: Court Confirms 2nd Amended Plan
4 WEST HOLDINGS: OHI Objects to Fees of Committee Professionals
5431-33 S. WABASH: Unsecureds to Get 100%, Plus 5% Interest
ABT MOLECULAR: Exclusive Filing Period Extended to Jan. 19
ADIENT PLC: S&P Cuts Issuer Credit Rating to BB-, Outlook Negative
ADVANTAGE SALES: S&P Alters Outlook to Negative & Affirms 'B' ICR
ARALEZ PHARMACEUTICALS: AstraZeneca Opposes Toprol-XL/Vimovo Orders
ARALEZ PHARMACEUTICALS: Committee Taps BRG as Co-Financial Advisor
ARALEZ PHARMACEUTICALS: Committee Taps Brown Rudnick as Counsel
ARALEZ PHARMACEUTICALS: Committee Taps McMillan as Special Counsel
ARRIS GROUP: Egan-Jones Lowers Senior Unsecured Ratings to BB-
ATLANTICA YIELD: S&P Rates $300MM Unsec. Notes Due 2026 'BB'
AVANTOR INC: S&P Assigns 'B' Rating on New USD & Euro Term Loans
BANK OF ANGUILLA: Taps Epiq as Administrative Agent
BAYOU HAVEN: Disclosure Statement Hearing Set for Nov. 15
BETTA BURGER: Exclusive Plan Filing Period Moved to Jan. 24
BETTA BURGER: Series B May Exclusively File Plan Until Jan. 24
BOSS LITHO: Unsecureds to Get 35% in 36 Payments Over 3 Years
BRONCO MIDSTREAM: S&P Raises ICR to 'BB-', Outlook Stable
BRUNO'S SUPERMARKETS: Bankruptcy Court Disallows Quality's Claim
CANDLE CONNECTION: Plan Payments to be Funded by Gift Shop Business
CARDIAC CONNECTIONS: Dec. 20 Disclosure Statement Hearing
CARIBBEAN COMMERCIAL: Taps Epiq as Administrative Advisor
CASHMAN EQUIPMENT: Dec. 11 Plan Confirmation Hearing
CATHERINE TRINH: Accountant's Interim Fee Application Nixed
CATHERINE TRINH: Court Tosses Counsel's Interim Fee Application
CHESAPEAKE ENERGY: Egan-Jones Hikes Senior Unsecured Ratings to B
CLASSEN CROWN: Court Denies Plan Approval, Dismisses Ch. 11 Case
COTTON PATCH: Dec. 12 Plan Confirmation Hearing Set
COTY INC: S&P Cuts Issuer Credit Rating to 'BB-', Outlook Negative
DARRICK WILSON: Brother Buying Washington DC Residence for $695K
DATACOM SYSTEMS: Exclusive Plan Filing Period Extended to Nov. 26
DILLE FAMILY: Nov. 27 Disclosure Statement Hearing
DIVERSE LABEL: Has Until Feb. 18 to Exclusively File Plan
DOCTORS HOSPITAL: CLHG Buying Substantially All Assets for $2.3M
EASTMAN KODAK: S&P Puts CCC Issuer Credit Rating on Watch Positive
EXCO RESOURCES: 1.5L Holders Waive Lien Makewhole Claims
EXCO RESOURCES: Seeks Summary Judgment in Enterprise Products Row
EXECUTIVE NON-EMERGENCY: Taps BEI as Financial Advisor
FIBRANT LLC: Exclusive Plan Filing Period Extended to Jan. 21
FIRESTAR DIAMOND: Bhansali Seeks 5th Amendment on Docs Production
FISHERMAN'S PIER: Court Dismisses Trust, J. Moffa Appeal as Moot
FISHERMAN'S PIER: Ct. Junks Trust's Appeal for Lack of Jurisdiction
FKF 3 LLC: Trustee Awarded Prejudgment Interest on Claim vs Magee
FRONTDOOR INC: S&P Affirms 'B+' Long-Term ICR, Outlook Stable
GASTAR EXPLORATION: Dec. 13 Combined Plan, Disclosures Hearing
GEM HOSPITALITY: Notifies Court of Closed Transactions
GIBSON BRANDS: Court OKs Sale of Church St. Property for $11-Mil.
GLASGOW EQUIPMENT: Court Approves Disclosure Statement
GLOBAL TELLINK: S&P Rates New $980mm 1st Lien Credit Facilities 'B'
GNC HOLDINGS: S&P Affirms CCC+ Issuer Credit Rating, Outlook Neg.
GUILBEAU MARINE: Big Red Buying M/V Todd G for $750K
HORIZON GLOBAL: S&P Lowers ICR to 'CCC', On CreditWatch Negative
HORIZONTAL RENTALS: Judge Denies Bid to Terminate Exclusivity
IHEARTMEDIA COMPANY: Charles Beckham Named as Fee Examiner
INDIANA HOTEL: Court Grants Bid to Voluntarily Dismiss Ch. 11 Case
IRIDIUM COMMUNICATIONS: Egan-Jones Cuts Sr. Unsec. Ratings to BB-
JAMES L. DENT: Sets Bid Procedures for Thonotosassa Property
JOSEPH MUSUMECI: Dagostinos Buying Brigantine Property for $615K
K&S UTILITY: Unsecured Creditors to Get $10K Under Plan
KEYSTONE PODIATRIC: Dec. 18 Hearing on Disclosure Statement
LE-MAR HOLDINGS: Sets Bidding Procedures for All Assets
LEGALZOOM.COM INC: Moody's Rates New Sr. 1st Lien Loans 'B3'
LEGALZOOM.COM, INC: S&P Affirms 'B-' ICR, Outlook Positive
LEWIS SPECIALTIES: Dec. 19 Plan Confirmation Hearing
LINEN LOCKER: Given Additional 30 Days to File Chapter 11 Plan
MATTRESS FIRM: Court OKs $525M Exit Commitment Letter
MATTRESS FIRM: Gets Final Order on $250M DIP Financing
MEDEX PATIENT: Selling Pre-petition Claims v. Westchester to FSH
MIDWAY OILFIELD: Court Stays B. Nelsoney Claims Against Owner
MILACRON HOLDINGS: S&P Raises ICR to B+, Outlook Stable
MISSION COAL: Taps Jefferies LLC as Investment Banker
MISSOURI CITY FUNERAL: Unsecured Creditors to Get 100% over 60 Mos.
MONEYGRAM INTERNATIONAL: S&P Lowers ICR to B, Outlook Stable
MONTGOMERY SERVICES: Gets Approval to Hire Lantana as Accountant
MONUMENT SECURITY: Removes Plan Language on Nullity of Judgment
MORNINGSTAR SENIOR: Fitch Affirms BB+ Rating on $26.12MM Bonds
MOUNTAIN CRANE: Court Confirms Chapter 11 Reorganization Plan
NEW HOPE: Dec. 18 Plan Confirmation Hearing
OCEAN SERVICES: Nov. 16 Plan Confirmation Hearing
ONEBADA INC: Trustee Selling La Palma Business for $450K
ORION HEALTHCORP: Bank Group Opposes Bid to Revisit DIP Loan Order
ORION HEALTHCORP: Objects to Bid to Revisit DIP Loan Order
PAONESSA ALFROMBRAS: Nov. 29 Plan Confirmation Hearing Set
PARDUE HOLDINGS: Taps Thompson Burton as Special Counsel
PHILADELPHIA SCHOOL: Moody's Reviews Ba2 Bond Rating for Upgrade
PHOENIX RISES: Dec. 4 Plan Confirmation Hearing
PIERSON LAKES: Wants to Maintain Plan Exclusivity Through March 7
PLAZA DE RETIRO: TSLP Bid to Remand NMHCA Suit to State Ct. Nixed
POINT.360: Medley Creditors Object to Disclosure Statement
PREFERRED CARE: Transferring of Artesia and Las Cruces Facilities
RAINBOW NATURAL: Plan Exclusivity Deadline Moved to Dec. 20
RCR WOODWAY: Fronza Buying Houston Property for $890K
REPUBLIC METALS: Taps Donlin Recano as Claims Agent
REYNOLDS DEVELOPMENT: Dec. 10 Plan Confirmation Hearing
RMH FRANCHISE: Asserts That Applebee's Claims Are Overstated
RMH FRANCHISE: Files Plan Supplements
ROSS COTTOM: Dec. 17 Plan Confirmation Hearing
SEARS HOLDINGS: Gets Interim OK for Store Liquidation Sales
SEARS HOLDINGS: Shipper Yang Ming Objects to DIP Financing
SEPCO CORP: Files Plan to Channel Asbestos PI Claims to Trust
SEUNG N. KIM: Chen Buying College Point House for $975K
STEAM DISTRIBUTION: Plan Centers on Settlement of AOP Claim
SUMMIT FINANCIAL: Taps Garnet Capital as Investment Banker
SUNCREST STONE: Seeks March 11 Plan Exclusivity Period Extension
SUPERIOR HOSPICE: Nov. 28 Plan Confirmation Hearing Set
SUPERVALU INC: Egan-Jones Withdraws B+ Sr. Unsec. Rating
TALCOTT RESOLUTION: S&P Affirms 'BB' Long-Term ICR, Outlook Stable
TAOW LLC: Dec. 12 Plan Confirmation Hearing
TEMPUR SEALY: S&P Cuts Issuer Credit Rating to BB-, Outlook Stable
TENNANT CO: S&P Affirms 'BB' Issuer Credit Rating, Outlook Stable
TNT C&P INVESTMENTS: Imperial Fund to Get $101K From Sale Proceeds
TOP SHELF: Dec. 10 Liquidation Plan Confirmation Hearing Set
TRESHA-MOB: Taps William B. Kingman as Co-Counsel
TRIONFO 888: Unsecureds to be Paid in Full Under Proposed Plan
TWIFORD ENTERPRISES: Taps Nicholas & Tangeman as Special Counsel
UNDER ARMOUR: Egan-Jones Lowers Senior Unsecured Ratings to BB+
VERITY HEALTH: Dec. 11 Auction of All Assets of Hospital Affiliates
VERITY HEALTH: Objection to Prepetition Wages, Financing Bid Tossed
VFH PARENT: Moody's Affirms Ba3 Issuer Rating, Outlook Stable
W. W. CONSTRUCTION: Dec. 4 Plan Confirmation Hearing Set
WEINSTEIN COMPANY: Court Allows H. Weinstein Limited Discovery
WELDED CONSTRUCTION: Deal Related to Columbus Gas Project OKed
WILLIAM D. ABRAHAM: Court Abates Appeal Due to Chapter 11 Filing
WOODBRIDGE GROUP: Selling Drawspan's Encino Property for $1.8M
WOODBRIDGE GROUP: Selling Hollyline's Sgerman Oaks Property for $1M
WOODLAWN COMMUNITY: Hires Herzog & Schwartz as Attorney
ZACHRY HOLDINGS: S&P Cuts Issuer Credit Rating to B, Outlook Neg.
[^] Recent Small-Dollar & Individual Chapter 11 Filings
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11380 SMITH RD: Court Confirms 2nd Amended Plan
-----------------------------------------------
The Second Amended Plan of Reorganization filed by 11380 Smith Rd
LLC, dated September 20, 2018, was before the Bankruptcy Court for
confirmation.
The Debtor asserts it provided proper notice of the hearing on
confirmation set for November 1, 2018, and the deadline for
objections and voting on the Plan. No objections were filed.
However, the Lender, 11380 East Smith RD Investments, LLC, filed a
"Reservations of Rights," wherein it preserved its right to object
to the Plan if its Stipulation with the Debtor was not approved. On
October 31, 2018, this Court approved the Stipulation. Thus, no
objection is pending.
On October 29, 2018, the Debtor filed its Ballot Voting Report and
an "Offer of Proof in Lieu of Direct Testimony With Respect to
Confirmation of Debtor's Second Amended Plan of Reorganization."
The Court has reviewed the Plan, the Ballot Voting Report, the
Proffer and the record in this case. Having done so, the Court
finds that the requirements for confirmation set forth in 11 U.S.C.
Section 1129(a) have been satisfied.
Accordingly, the Court orders that the Plan filed by the Debtor
September 20, 2018, is confirmed.
A copy of the second amended disclosure statement is available for
free at:
http://bankrupt.com/misc/cob18-10965-124.pdf
A copy of the second amended plan is available for free at:
http://bankrupt.com/misc/cob18-10965-123.pdf
About 11380 Smith Rd. LLC
11380 Smith Rd LLC listed itself as a Single Asset Real Estate (as
defined in 11 U.S.C. Section 101(51B)). The Company owns in fee
simple a real property located at 11380 Smith Road Aurora,
Colorado, with an estimated value of $6.50 million. The Company
posted gross revenue of $229,240 in 2017 and gross revenue of
$641,084 in 2016.
11380 Smith Rd LLC filed a Chapter 11 petition (Bankr. D. Col.
Case
No. 18-10965) on Feb. 13, 2018. In the petition signed by Louis
Hard, manager/member, the Debtor disclosed $9.13 million in total
assets and $4.76 million in total liabilities. The Hon. Thomas B.
McNamara presides over the case. Jeffrey Weinman, Esq. at Weiman
&
Associates, P.C., is the Debtor's bankruptcy counsel. Brown
Dunning Walker PC, is the special counsel.
4 WEST HOLDINGS: OHI Objects to Fees of Committee Professionals
---------------------------------------------------------------
BankruptcyData.com reported that Orianna Health Systems' creditor
OHI Asset RO (the "Omega Entities") filed an objection to
compensation for services rendered and for reimbursement of
expenses (the "August Monthly Statements") for allowance and
payment of fees and expenses filed by each of Pepper Hamilton;
CohnReznick; and Norton Rose Fulbright US, collectively, the
"Committee Professionals".
The objection asserts, "The August fees and expenses should not be
paid in excess of the approved budget amount. Paragraph 8 of the
Final Order of Senior Secured Priming Superpriority Postpetition
Financing (the 'Final DIP Order') requires the Debtors to comply at
all times with the Budget Requirements, including the limitations
and requirements contained in Section 6.12 of the DIP Credit
Agreement. Section 6.12 of the DIP Credit Agreement provides, among
other things, that the aggregate amount of fees and expenses
incurred by professionals or professional firms retained by the
Committee from the Petition Date through the end of any given week
shall not exceed the aggregate amount of such fees and expenses set
forth in the Approved Budget for the same period. The Omega
Entities object to the allowance or payment of any portion of the
August fees and expenses in excess of the amount budgeted for the
Committee Professionals' fees and expenses (the 'Budgeted Amount')
for August 2018. The August Fees and Expenses should not be paid
to the extent they were (i) incurred in the investigation or
pursuit of challenges to the Omega Entities' prepetition lien and
lease rights, and (ii) exceed the Maximum Investigation Budget.
Paragraph 17 of the Final DIP Order imposes an additional
limitation on payment of fees and expenses of the Committee
Professionals. Under Paragraph 17, not more than $50,000 (the
'Maximum Investigation Budget') of the proceeds of the DIP
Facility, the DIP Collateral, or Cash Collateral (the 'DIP
Restricted Assets') may be used for payment of fees, expenses, and
costs incurred by the Committee Professionals relating to the
investigation of, or challenge to, the Omega Entities' prepetition
claims and liens."
About 4 West Holdings
4 West Holdings, Inc., et al. -- http://www.orianna.com/-- are
licensed operators of 41 skilled nursing facilities and manage on
skilled nursing facility located in seven states: Georgia, Indiana,
Mississippi, North Carolina, South Carolina, Tennessee and
Virginia. In addition, one of related entity, Palladium Hospice
and Palliative Care, LLC f/k/a Ark Hospice, LLC provides hospice
and palliative care services at certain of the Facilities and other
third party locations. They employ approximately 5,000 people,
including but not limited to, nurses, nursing assistants, social
workers, regional directors and supervisors.
4 West Holdings, Inc., and 134 of its affiliates and subsidiaries
filed voluntary petitions in the U.S. Bankruptcy Court for the
Northern District of Texas in Dallas seeking relief under the
provisions of Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D.
Tex. Lead Case No. 18-30777) on March 6, 2018, with a restructuring
plan that contemplates the transfer of 22 facilities to new
operations.
The Debtors continue to operate their businesses and manage their
properties as debtors-in-possession. 4 West Holdings estimated $10
million to $50 million in assets and $50 million to $100 million in
liabilities as of the filing.
The Hon. Harlin DeWayne Hale is the case judge.
The Debtors tapped DLA Piper LLP (US) as bankruptcy counsel;
Houlihan Lokey as investment banker; Crowe Horwath LLP as financial
advisor; Ankura Consulting Group, LLC, as interim management
services provider; and Rust Consulting/Omni Bankruptcy as claims
agent.
The Office of the U.S. Trustee on March 19, 2018, appointed an
official committee of unsecured creditors. The Committee tapped
Norton Rose Fulbright US LLP as its legal counsel, and CohnReznick
LLP as its financial advisor.
5431-33 S. WABASH: Unsecureds to Get 100%, Plus 5% Interest
-----------------------------------------------------------
5431-33 S. Wabash LLC submits a Modified Disclosure Statement in
connection with its Modified Chapter 11 Plan of Reorganization
filed with the U.S. Bankruptcy Court for the Northern District of
Illinois.
The Plan provides for payment of administrative expenses, priority
claims, and secured creditors in full, either in cash or in
deferred cash payments, and provides for payments to unsecured
creditors of 100% of the allowed amounts of their claims plus five
percent interest, which is an amount equal to what they would
receive in the event of a Chapter 7 liquidation. In particular,
general unsecured claims will be paid 100% of their allowed claims
or any non-disputed unsecured claim scheduled at $1,421.30 with 5%
interest.
The Debtor's funds for implementation of this this Plan will be
derived from the Debtor's liquidation of its real property
interests and the sale or refinance of the commercial property
known as 5431-33 S. Wabash, which has more than enough equity to
fund the entire plan upon closing and approval of the U.S.
Bankruptcy Court, or alternatively through the refinance of the
equity in the real property if such a refinance results in the
funding of the entire Plan that would have the same effect as the
sale of the real property.
Hence, the Debtor's 5-year projections are not relevant in this
case as the Debtor will not be funding the plan based upon his
income, and the Debtor is funding the plan via his sale of the real
estate.
A full-text copy of the Modified Disclosure Statement dated October
31, 2018 is available at:
http://bankrupt.com/misc/ilnb18-12463-108.pdf
The Debtor is represented by:
J. Kevin Benjamin, Esq.
Theresa S. Benjamin, Esq.
BENJAMIN | BRAND | LLP
1016 West Jackson Blvd.
Chicago, IL 60607-2914
Phone: (312) 853-3100
About 5431-33 S. Wabash
5431-33 S. Wabash LLC owns a real property, which is its principal
asset, located at 5431-33 S. Wabash, Chicago, Illinois. 5431-33 S.
Wabash sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. N.D. Ill. Case No. 18-12463) on April 27, 2018. In the
petition signed by Dylan Reeves, managing member, the Debtor
estimated assets of less than $1 million and liabilities of less
than $500,000. Judge Janet S. Baer presides over the case. The
Debtor tapped Benjamin Brand LLP as its legal counsel.
ABT MOLECULAR: Exclusive Filing Period Extended to Jan. 19
----------------------------------------------------------
The Hon. Laurie Selber Silverstein of the U.S. Bankruptcy Court for
the District of Delaware, at the behest of ABT Molecular Imaging,
Inc., has extended the Exclusive Filing Period and the Exclusive
Solicitation Period to through and including Jan. 19, 2019 and
March 10, 2019, respectively.
About ABT Molecular Imaging
ABT Molecular Imaging, Inc. -- http://abt-mi.com/-- is a medical
imaging company marketing the BG-75 Biomarker Generator, which
produces unit doses of molecular imaging drugs for positron
emission tomography (PET) at the point of use. The company was
founded in 2006 by industry experts in the molecular imaging
industry. ABT's investor partners include Intersouth Partners,
River Cities Capital and two TNInvestco Funds, Council & Enhanced
Tennessee Fund and Limestone Fund. ABT employs 24 individuals
across its operations, research and development, administration and
sales functions. The Company is headquartered in Knoxville,
Tennessee.
On June 13, 2018, ABT Molecular Imaging sought Chapter 11
protection (Bankr. D. Del. Case No. 18-11398).
As of Dec. 31, 2017, the Company's assets had a net book value of
$2,507,000 and it had total liabilities of $30,509,000.
The Hon. Laurie Selber Silverstein is the case judge.
The Debtor tapped Bayard, P.A., as counsel; SSG Capital Advisors as
investment banker; and Garden City Group, LLC, as the claims agent.
ADIENT PLC: S&P Cuts Issuer Credit Rating to BB-, Outlook Negative
------------------------------------------------------------------
Ireland-based Adient PLC's financial results for the fourth-quarter
of 2018 and fiscal year 2018 continued to show underperformances in
its Seating business, its Seat Structures & Mechanisms (SS&M)
segment, and its Interiors joint venture. The company also
announced that it had secured an amendment to increase its maximum
leverage covenant ratio and that it would not be issuing guidance
for fiscal year 2019 until January.
S&P Global Ratings lowered its issuer credit rating on Adient PLC
to 'BB-' from 'BB'. The outlook is negative.
S&P said, "At the same time, we lowered our issue-level rating on
the company's senior secured debt to 'BB+' from 'BBB-'. The '1'
recovery rating remains unchanged, indicating our expectation for
very high recovery (90%-100%; rounded estimate: 90%) in the event
of a default.
"We also lowered our issue-level rating on the company's senior
unsecured debt to 'B+' from 'BB-'. The '5' recovery rating remains
unchanged, indicating our expectation for modest recovery (10%-30%;
rounded estimate: 25%) in the event of a default.
"The downgrade reflects the persistent operational inefficiencies
in Adient's Seating, Seat Structures & Mechanisms (SS&M), and
Interiors businesses as well as the higher commodity costs and
foreign-currency headwinds the company has been facing. While
Adient's revenue increased by 4% year-over-year in its fiscal
fourth quarter, the company reported a 36% decline in its adjusted
EBITDA for the same period.
"The negative outlook on Adient reflects that there is a
one-in-three probability we will lower our rating on the company if
it is unable to fix its operations and begin to improve its
profitability. The company would demonstrate this by improving its
EBITDA margins toward the high single digit percent area.
"We could lower our ratings on Adient if the company is unable to
show consistent operational execution, if its profitability
continues to weaken (demonstrated by its EBITDA margins falling
below 6%), or if its future business wins falter, causing us to
reassess its competitive position. Moreover, we could lower the
rating if Adient's debt-to-EBITDA metric exceeds 4x and its
FOCF-to-debt ratio remains below 5% on a sustained basis.
"We could revise our outlook on Adient to stable if the company
remedies the operational problems in its SS&M segment and overall
Seating business. The company would also need to expand its EBITDA
margins to reflect its strengthening operating efficiency and
consistent program-launch execution before we would revise the
outlook. Moreover, we would expect Adient's debt to EBITDA to
remain below 4x while its FOCF to debt stays above 10% on a
sustained basis."
ADVANTAGE SALES: S&P Alters Outlook to Negative & Affirms 'B' ICR
-----------------------------------------------------------------
S&P Global Ratings revised its outlook on Irvine, Calif.-based
Advantage Sales & Marketing Inc. to negative from stable and
affirmed its 'B' issuer credit rating.
S&P said, "At the same time, we affirmed our 'B' issue-level rating
on the $200 million first-lien revolving credit facility (of which
$50 million expires in 2019 and $150 million expires in 2021) and
$2.5 billion (outstanding) first-lien term loan maturing in 2021.
The '3' recovery rating reflects our expectation for meaningful
(50%-70%; rounded estimate: 65%) recovery in the event of a payment
default.
"We also affirmed our 'CCC+' rating on the $760 million second-lien
term loan maturing in 2022. The '6' recovery rating reflects our
expectation for negligible (0%-10%; rounded estimate: 0%) recovery
in the event of a payment default."
Total debt outstanding as of June 30, 2018, was $3.2 billion.
The outlook revision reflects the potential for a lower rating over
the next few quarters if Advantage cannot stabilize profitability,
resulting in further leverage and free cash flow deterioration. S&P
said, "We could lower the rating if adjusted leverage exceeds 8x,
compared to our base-case estimate of the high-7x area, or EBITDA
interest coverage drops below 2x, compared to our estimate of the
low-2x area for fiscal 2018. Our EBITDA figure does not add back
restructuring charges (primarily related to the sizable Daymon
acquisition) and other management items."
S&P said, "The negative outlook reflects the potential for a lower
rating over the next few quarters if Advantage cannot stabilize
profitability, resulting in further leverage and free cash flow
deterioration. We could lower the rating if industry conditions
worsen, including weak brick–and-mortar retail traffic that
causes manufacturers to further cut spending on outsourced sales
and marketing functions, or if retailers reduce the branded
products on their shelves or expand their private-label offerings.
Consolidation among retailers or consumer product companies that
could lead to lost business, and wage cost inflation, are also risk
factors that might cause Advantage's leverage to exceed 8x or
EBITDA interest coverage to drop below 2x, either of which could
result in a downgrade.
"We could revise the outlook to stable if Advantage steadies and
subsequently improves profitability -- possibly through Daymon
integration and restructuring synergies, and new account wins --
that result in leverage declining to less than 7x, with a clear
path toward improvement to around 6.5x by the end of 2019."
ARALEZ PHARMACEUTICALS: AstraZeneca Opposes Toprol-XL/Vimovo Orders
-------------------------------------------------------------------
BankruptcyData.com reported that AstraZeneca AB filed an objection
to (I) the assumption, assignment, and cure amount of contracts to
be assumed and assigned in the Toprol-Xl sale, (ii) to the proposed
Toprol-Xl sale order and (iii) to the proposed Vimovo sale order.
BankruptcyData related that AstraZeneca AB explains, "Debtors seek
to cherry-pick for assumption and assignment certain ancillary
agreements between AstraZeneca AB ('AstraZeneca') and Debtor Aralez
Pharmaceuticals Trading DAC ('DAC') that, together with the primary
agreement (i.e., an asset purchase agreement) and a transitional
services agreement that Debtors intend to reject, form a single,
integrated agreement. These agreements collectively constitute a
single transaction: the sale by AstraZeneca and the purchase by DAC
of the Toprol-XL U.S. business. The sale would not have occurred if
any one agreement were absent. Debtors cannot selectively assume
parts of a single, integrated agreement -- and especially just the
ancillary parts -- while rejecting the other less desirable (and
primary) components. The integrated agreement must be assumed or
rejected in its entirety. AstraZeneca also objects to the
assumption and assignment on the grounds that Debtors must cure all
defaults under the integrated agreement and provide adequate
assurance of future performance. Finally, AstraZeneca objects to
the form of the sale orders proposed for the Toprol-XL and Vimovo
sales on the grounds that they create uncertainty as to whether the
sales are subject to AstraZeneca's retained rights in Toprol-XL and
Vimovo."
About Aralez Pharmaceuticals
Aralez Pharmaceuticals Inc. -- http://www.aralez.com/-- is a
specialty pharmaceutical company focused on delivering products to
improve patients' lives by acquiring, developing and
commercializing products in various specialty areas.
The Company together with its affiliates filed for Chapter 11
protection on Aug. 10, 2018 (Bankr. S.D.N.Y. Lead Case No.
18-12425). The Debtor estimated assets and liabilities between
$100 million and $500 million.
The Hon. Martin Glenn presides over the Debtors' Chapter 11 cases.
The Debtors tapped Willkie Farr & Gallagher LLP, as their counsel;
Alvarez & Marsal Healthcare Industry Group, LLC as restructuring
and financial advisor; Moelis & Company as investment banker; RSM
US LLP as tax advisor; and Prime Clerk LLC as claims, noticing and
solicitation agent.
The U.S. Trustee for Region 2 appointed an official committee of
unsecured creditors on August 27, 2018. The committee tapped
Brown Rudnick LLP as legal counsel; Berkeley Research Group, LLC
and Dundon Advisers LLC as financial advisors; and Baily Homan
Smyth McVeigh, Solicitors and McMillan LLP as special counsel.
ARALEZ PHARMACEUTICALS: Committee Taps BRG as Co-Financial Advisor
------------------------------------------------------------------
The official committee of unsecured creditors of Aralez
Pharmaceuticals US Inc. received approval from the U.S. Bankruptcy
Court for the Southern District of New York to hire Berkeley
Research Group, LLC.
Berkeley will serve as co-financial advisor with Dundon Advisers
LLC, another firm tapped by the committee to be its financial
advisor in the Chapter 11 cases filed by Aralez and its
affiliates.
The services to be provided by Berkeley include advising the
committee regarding any debtor-in-possession financing arrangement;
monitoring any asset sale process conducted by the Debtors;
analyzing and monitoring the Debtors' financial affairs; analyzing
assets of the Debtors and possible recoveries to creditors under
various scenarios; and reviewing any proposed bankruptcy plan.
Berkeley will charge these hourly fees:
Managing Director $675 - $995
Director $505 - $740
Professional Staff $260 - $510
Support Staff $135 - $195
The Berkeley personnel anticipated to provide the services are:
Christopher Kearns $995
David Galfus $995
Richard Wright $740
Andrew Cowie $695
Antonio Mittiga $360
Elaina Rizzuto $275
Christopher Kearns, managing director with Berkeley, disclosed in a
court filing that his firm is "disinterested" as defined in section
101(14) of the Bankruptcy Code.
The firm can be reached through:
Christopher J. Kearns
Berkeley Research Group, LLC
810 Seventh Avenue, Suite 4100
New York, NY 10019
Phone: 212.782.1409 / 646.205.9320
Fax: 646.454.1174
Email: ckearns@thinkbrg.com
About Aralez Pharmaceuticals
Aralez Pharmaceuticals Inc. -- http://www.aralez.com/-- is a
specialty pharmaceutical company focused on delivering products to
improve patients' lives by acquiring, developing and
commercializing products in various specialty areas.
Aralez and its affiliates filed for Chapter 11 protection (Bankr.
S.D.N.Y. Lead Case No. 18-12425) on Aug. 10, 2018. The Debtor
estimated assets and liabilities between $100 million and $500
million.
The Hon. Martin Glenn presides over the Debtors' Chapter 11 cases.
The Debtors tapped Willkie Farr & Gallagher LLP, as their counsel;
Alvarez & Marsal Healthcare Industry Group, LLC as restructuring
and financial advisor; Moelis & Company as investment banker; RSM
US LLP as tax advisor; and Prime Clerk LLC as claims, noticing and
solicitation agent.
The U.S. Trustee for Region 2 appointed an official committee of
unsecured creditors on Aug. 27, 2018. The committee tapped Brown
Rudnick LLP as legal counsel; Berkeley Research Group, LLC and
Dundon Advisers LLC as financial advisors; and Baily Homan Smyth
McVeigh, Solicitors and McMillan LLP as special counsel.
ARALEZ PHARMACEUTICALS: Committee Taps Brown Rudnick as Counsel
---------------------------------------------------------------
The official committee of unsecured creditors of Aralez
Pharmaceuticals US Inc. received approval from the U.S. Bankruptcy
Court for the Southern District of New York to hire Brown Rudnick
as its legal counsel.
The firm will advise the committee regarding the overall
administration of the Chapter 11 cases of the company and its
affiliates; examine the conduct of the Debtors' affairs; negotiate
and, if necessary, formulate a plan of reorganization for the
Debtors; and provide other legal services related to the cases.
The hourly rates charged by Brown Rudnick range from $300 to $1,490
for its attorneys and from $255 to $485 for paraprofessionals.
The primary attorneys who will represent the committee are:
Robert Stark $1,390
Steven Levine $1,235
Howard Steel $910
Uchechi Egeonuigwe $585
Justin Cunningham $585
Emily Koruda $540
Robert Stark, Esq., at Brown Rudnick, disclosed in a court filing
that his firm is "disinterested" as defined in section 101(14) of
the Bankruptcy Code.
In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Brown
Rudnick disclosed in a court filing that it has not agreed to a
variation of its standard or customary billing arrangements for its
employment with the committee, and that no professional in the firm
has varied his rate based on the geographic location of the
Debtors' cases.
Brown Rudnick has not represented the committee in the 12 months
preceding the petition date. The firm intends to negotiate a
budget with the committee following approval of its employment,
according to the filing.
Brown Rudnick can be reached through:
Robert J. Stark, Esq.
Howard S. Steel, Esq.
Brown Rudnick LLP
7 Times Square
New York, NY 10036
Telephone: (212) 209-4800 / (212) 209-4862
Facsimile: (212) 209-4801
E-mail: rstark@brownrudnick.com
E-mail: hsteel@brownrudnick.com
- and -
Steven B. Levine, Esq.
Brown Rudnick LLP
One Financial Center
Boston, MA 02111
Telephone: (617) 856-8200
Facsimile: (617) 856-8201
E-mail: slevine@brownrudnick.com
About Aralez Pharmaceuticals
Aralez Pharmaceuticals Inc. -- http://www.aralez.com/-- is a
specialty pharmaceutical company focused on delivering products to
improve patients' lives by acquiring, developing and
commercializing products in various specialty areas.
Aralez Pharmaceuticals and its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 18-12425) on Aug. 10,
2018. The Debtor estimated assets and liabilities between $100
million and $500 million.
The Hon. Martin Glenn presides over the Debtors' Chapter 11 cases.
The Debtors tapped Willkie Farr & Gallagher LLP, as their counsel;
Alvarez & Marsal Healthcare Industry Group, LLC as restructuring
and financial advisor; Moelis & Company as investment banker; RSM
US LLP as tax advisor; and Prime Clerk LLC as claims, noticing and
solicitation agent.
The U.S. Trustee for Region 2 appointed an official committee of
unsecured creditors on Aug. 27, 2018. The Committee tapped Brown
Rudnick LLP as legal counsel; Berkeley Research Group, LLC and
Dundon Advisers LLC as financial advisors; and Baily Homan Smyth
McVeigh, Solicitors and McMillan LLP as special counsel.
ARALEZ PHARMACEUTICALS: Committee Taps McMillan as Special Counsel
------------------------------------------------------------------
The official committee of unsecured creditors of Aralez
Pharmaceuticals US Inc. received approval from the U.S. Bankruptcy
Court for the Southern District of New York to hire McMillan LLP as
its special counsel.
The firm will advise the committee regarding the plenary
restructuring proceedings commenced by Aralez Pharmaceuticals
Canada Inc. and the parent company Aralez Pharmaceuticals Inc. in
the Ontario Superior Court of Justice under the Companies'
Creditors Arrangement Act.
McMillan's hourly rates range from CAD$390 to CAD$1,080 for its
attorneys and from CAD$190 to CAD$360 for its paraprofessionals.
The attorneys who will be providing the services are:
Andrew J.F. Kent Partner CAD$1,080
Jeffrey Levine Partner CAD$600
Carl De Vuono Partner CAD$915
Stephen Brown Okruhlik Associate CAD$515
Brent Thomas Associate CAD$390
Jeffrey Levine, Esq., a partner at McMillan, disclosed in a court
filing that his firm is "disinterested" as defined in Section
101(14) of the Bankruptcy Code.
In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases,
McMillan disclosed in a court filing that it has not agreed to a
variation of its standard or customary billing arrangements for its
employment with the committee, and that no professional in the firm
has varied his rate based on the geographic location of the
Debtors' cases.
McMillan has not represented the committee in the 12 months
preceding the petition date. The firm intends to negotiate a
budget with the committee following approval of its employment,
according to the filing.
The firm can be reached through:
Andrew J.F. Kent, Esq.
Jeffrey Levine, Esq.
Carl De Vuono, Esq.
McMillan LLP
Brookfield Place
181 Bay Street, Suite 4400
Toronto, ON M5J 2T3
Telephone: (416) 865-7000
Facsimile: (416) 865-7048
E-mail: andrew.kent@mcmillan.ca
E-mail: jeffrey.levine@mcmillan.ca
E-mail: carl.devuono@mcmillan.ca
About Aralez Pharmaceuticals
Aralez Pharmaceuticals Inc. -- http://www.aralez.com/-- is a
specialty pharmaceutical company focused on delivering products to
improve patients' lives by acquiring, developing and
commercializing products in various specialty areas.
The Company together with its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 18-12425) on Aug. 10,
2018. The Debtor estimated assets and liabilities between $100
million and $500 million.
The Hon. Martin Glenn presides over the Debtors' Chapter 11 cases.
The Debtors tapped Willkie Farr & Gallagher LLP, as their counsel;
Alvarez & Marsal Healthcare Industry Group, LLC as restructuring
and financial advisor; Moelis & Company as investment banker; RSM
US LLP as tax advisor; and Prime Clerk LLC as claims, noticing and
solicitation agent.
The U.S. Trustee for Region 2 appointed an official committee of
unsecured creditors on Aug. 27, 2018. The Committee tapped Brown
Rudnick LLP as legal counsel; Berkeley Research Group, LLC and
Dundon Advisers LLC as financial advisors; and Baily Homan Smyth
McVeigh, Solicitors and McMillan LLP as special counsel.
ARRIS GROUP: Egan-Jones Lowers Senior Unsecured Ratings to BB-
--------------------------------------------------------------
Egan-Jones Ratings Company, on November 9, 2018, downgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by ARRIS Group Incorporated to BB- from BB.
ARRIS Group Incorporated founded in 1995 and is based in Suwanee,
Georgia. The company operates as a subsidiary of ARRIS
International plc.
ATLANTICA YIELD: S&P Rates $300MM Unsec. Notes Due 2026 'BB'
------------------------------------------------------------
S&P Global Ratings said it assigned its 'BB' issue-level rating and
'3' recovery rating to Atlantica Yield PLC's $300 million senior
unsecured notes due 2026. The '3' recovery rating reflects S&P's
expectation of meaningful (50%-70%; rounded estimate 55%) recovery
in the event of default.
The company intends to use net proceeds to refinance the existing
senior notes due November 2019 and to fund general corporate
purposes including acquisitions.
Atlantica Yield is a total return company that owns, manages, and
acquires renewable energy, natural gas power, electric transmission
lines, and water assets. The company has operating facilities in
North America (U.S. and Mexico), South America (Peru, Chile, and
Uruguay), and EMEA (Spain, Algeria, and South Africa). S&P's 'BB'
issuer credit rating and stable outlook on Atlantica Yield are
unchanged. As of June 30, 2018, the company had about $641.8
million of debt at the holding company level, excluding nonrecourse
project-level debt.
RATINGS LIST
Atlantica Yield PLC
Issuer credit rating BB/Stable/--
Ratings Assigned
Atlantica Yield PLC
Proposed senior notes BB
Recovery rating 3(55%)
AVANTOR INC: S&P Assigns 'B' Rating on New USD & Euro Term Loans
----------------------------------------------------------------
S&P Global Ratings assigned its 'B' issue-level rating to Avantor
Inc.'s new USD-denominated term loan and new Euro-denominated term
loan. The recovery rating on this debt is '3', indicating our
expectation for meaningful (50%-70%; rounded estimate: 50%)
recovery in the event of a payment default. The issue-level and
recovery ratings on this debt are the same as those on Avantor's
existing term loans, which is being repriced in this transaction,
though the estimated recovery is slightly lower given S&P's
expectation for slightly lower fixed charges under the new capital
structure. The transaction does not affect leverage and improves
cash flow modestly. The ratings on the revolver and secured notes
are unchanged at 'B' and the recovery rating remains '3'
indicating our expectation for meaningful (50%-70%; rounded
estimate: 50%) in the event of a payment default. The ratings on
the existing unsecured notes also remain the same, with a recovery
rating of '6', indicating S&P's expectation for negligible (0%-10%,
rounded estimate: 5%) in the event of a payment default.
The issuer credit rating is unchanged.
S&P said, "Our ratings on Avantor continue to reflect our
expectation for very high leverage in the mid-11x range for the
year ending Dec. 31, 2018, and around 10x in 2019, which includes
our treatment of the senior and junior preferred stock as
debt-like. Still, we recognize that the preferred stocks do not
require cash dividends and have no stated maturity date. We expect
leverage, excluding the preferred stock, will be around 8x this
year, declining to the high-6x area in 2019."
Avantor, through its VWR acquisition, has a well-established
position as one of the largest distributors of laboratory supplies,
with a strong presence in North America and Europe, but it operates
is a relatively fragmented market globally. It is a stable
operator, with high recurring revenue and geographic and end-market
diversity. Planned cost synergies appear to be on track and the
company's history of steady growth, temper risk related to the
integration of Avantor and VWR, two related, but different
businesses.
RATINGS LIST
Avantor Inc.
Issuer Credit Rating B/Stable/--
New Ratings
Avantor Inc.
USD Term loan B
Recovery rating 3(50%)
Euro Term loan B
Recovery rating 3(50%)
BANK OF ANGUILLA: Taps Epiq as Administrative Agent
---------------------------------------------------
National Bank of Anguilla (Private Banking & Trust) Ltd. received
approval from the U.S. Bankruptcy Court for the Southern District
of New York to hire Epiq Bankruptcy Solutions, LLC, as its
administrative agent.
The firm will provide bankruptcy administrative services, which
include the solicitation, balloting and tabulation of votes in
connection with the Debtor's proposed Chapter 11 plan.
Epiq will charge these hourly rates:
Clerical/Administrative Support $25 – $45
Case Managers $70 – $95
Senior Case Manager $95 – $135
Director Case Management $140 - $165
IT/Programming $65 – $90
Consultant/Senior Consultant $160 - $185
Brian Karpuk, director with Epiq, disclosed in a court filing that
his firm is "disinterested" as defined in Section 101(14) of the
Bankruptcy Code.
Epiq can be reached through:
Brian Karpuk
Epiq Bankruptcy Solutions, LLC
777 Third Avenue, Third Floor
New York, NY 10017
Phone: (646) 282-2523
About National Bank of Anguilla
The National Bank of Anguilla was formed in 1984 and started
operating in 1985, when it acquired the Anguilla branch of the Bank
of America National Trust & Savings Association, according to its
website. The private-banking unit provides financial services to
offshore clients around the world and is wholly owned by its
parent, Bloomberg News notes.
The parent ceased banking operations on April 22, 2016. It started
liquidating in an Anguillan court the following month. On May 26,
it petitioned for bankruptcy court protection from U.S. creditors.
Banking operations were transferred to the National Commercial Bank
of Anguilla, which is wholly owned by the government.
The private bank's case is In re National Bank of Anguilla (Private
Banking & Trust Ltd.) Case No. 16-11806 (Bankr. S.D.N.Y.). The
parent's case is Case No. 16-11529 in the same bankruptcy court.
National Bank of Anguilla is represented by Reed Smith LLP.
BAYOU HAVEN: Disclosure Statement Hearing Set for Nov. 15
---------------------------------------------------------
Judge Elizabeth Magner of the U.S. Bankruptcy Court for the Eastern
District of Louisiana issued an order to continue the hearing on
Bayou Haven Bed & Breakfast, LLC's disclosure statement on Nov. 15,
at 9:00 a.m.
The hearing will be held at 500 Poydras Street, Suite B-709, New
Orleans, Louisiana.
About Bayou Haven Bed & Breakfast
Bayou Haven Bed and Breakfast, LLC --
http://www.bayouhavenslidell.com/-- is located on beautiful Bayou
Liberty in Slidell, Louisiana. Bayou Haven is a newly built, seven
suite bed and breakfast designed to evoke the feel of a mid-1800s
bayou plantation house. Every inch of the property was created to
exude the charm, comfort, and grace that is southern hospitality.
Bayou Haven Bed & Breakfast filed a Chapter 11 petition (Bankr.
E.D. La. Case No. 18-10570) on March 12, 2018, estimating less than
$1 million in assets and liabilities. Robin R. DeLeo, Esq., at The
De Leo Law Firm LLC, is the Debtor's counsel. Wayne M. Aufrecht,
LLC, is the Debtor's co-counsel. Jeffrey D. Schoen, Esq., and
Thomas H. Huval, Esq., at Jones Fussell, LLP, serve as special
counsel.
BETTA BURGER: Exclusive Plan Filing Period Moved to Jan. 24
-----------------------------------------------------------
The Hon. Carol A. Doyle of the U.S. Bankruptcy Court for the
Northern District of Illinois, at the behest of Betta Burger Group,
LLC, has extended Debtor's exclusive period for filing plan and
obtaining acceptances of plan through and including January 24,
2019.
About Betta Burger Group
Betta Burger Group, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. N.D. Ill. Case No. 18-18403) on June 28, 2018. In the
petition signed by Faysil Mohamed, managing member, the Debtor
estimated less than $50,000 in assets and less than $1 million in
liabilities. The Debtor tapped Schneider & Stone, and Bach Law
Offices, Inc., as attorneys.
BETTA BURGER: Series B May Exclusively File Plan Until Jan. 24
--------------------------------------------------------------
The Hon. Carol A. Doyle of the U.S. Bankruptcy Court for the
Northern District of Illinois, at the behest of Betta Burger Group,
LLC -- Series B, has extended the Debtor's exclusive periods for
filing a Chapter 11 Plan and obtaining acceptances of the Plan
through and including Jan. 24, 2019.
The Troubled Company Reporter has previously reported that the
Court ordered the Debtor to file a Plan and Disclosure Statement on
or before Oct. 26, 2018 but the Debtor is still working on a
consensual plan and required additional time to work through plan
language with its creditors. The Debtor believed that the agreed
plan will be filed on or before Dec. 24, 2018. The Debtor also
assured the Court that the extension of time will not prejudice any
creditors or the U.S. Trustee.
About Betta Burger Group, LLC -- Series B
Betta Burger Group, LLC -- Series B, filed a Chapter 11 bankruptcy
petition (Bankr. N.D. Ill. Case No. 18-18397) on June 28, 2018. In
the petition signed by Faysil Mohamed, managing member, the Debtor
estimated less than $50,000 in assets and less than $1 million in
liabilities. The Debtor tapped Schneider & Stone, and Bach Law
Offices, Inc., as attorneys.
BOSS LITHO: Unsecureds to Get 35% in 36 Payments Over 3 Years
-------------------------------------------------------------
Boss Litho, Inc., amended its plan of reorganization and
accompanying disclosure statement to reduce the plan term from five
years to three years, and modify the treatment of claims.
General unsecured creditors, now classified in Class 14, are
estimated to hold claims totaling $786,528. The previous Plan
estimated the total allowed general unsecured claims at $3,329,444.
Under the Amended Plan, the Reorganized Debtor will pay allowed
general unsecured claims a total of 35% of the Allowed Claims in 36
equal monthly payments for three years with their first payment one
month after the Effective Date. The previous Plan provided that
Allowed General Unsecured Claims will be paid in 10 payments to be
paid for five years.
The Amended Plan also provided that insider claims will be
subordinated. Equity holders will retain their interest in the
Debtor. In addition, Jean Paul Nataf has committed $100,000 to be
paid to the Debtor's bankruptcy estate as "new value" contribution
if "cram down" of the Plan is necessary.
A redlined version of the Amended Disclosure Statement is available
at https://tinyurl.com/y9tvqzhp from PacerMonitor.com at no
charge.
About Boss Litho Inc.
Boss Litho, Inc. -- http://bosslitho.com/-- is a printing and
packing company located in the City of Industry, California. Boss
Litho sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. C.D. Cal. Case No. 18-11454) on Feb. 9, 2018. In the
petition signed by Jean Paul Nataf, president, the Debtor
estimated
assets and liabilities of $1 million to $10 million. Judge Sandra
R. Klein presides over the case. Kogan Law Firm, APC, is the
Debtor's counsel.
BRONCO MIDSTREAM: S&P Raises ICR to 'BB-', Outlook Stable
---------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on Bronco
Midstream Funding LLC to 'BB-' from 'B+'. The outlook is stable.
S&P said, "At the same time, we raised the issue-level rating on
the company's secured debt to 'BB+' from 'BB-' and revised the
recovery rating to '1' from '2', indicating our expectation of very
high (90%-100%; rounded estimate: 95%) recovery in the event of a
payment default."
The rating action on Bronco reflects the approximate $200 million
debt repayment following its recent sale of Enable limited partner
units. Pro forma for the unit sale and debt repayment, S&P
forecasts Bronco's credit measures to drastically improve with
forecasted adjusted debt to EBITDA expected to remain in the 2x to
2.25x range compared with its previous expectation of approximately
5x.
S&P said, "The stable rating outlook reflects our expectation that
Bronco will continue to receive stable distributions from Enable,
resulting in 2019 adjusted debt leverage in the 2x-2.25x range.
"Lower ratings could occur if we lowered the rating on Enable.
Though not expected, we could also lower the ratings if Enable cut
its distributions, resulting in Bronco's interest coverage ratio
remaining below 3x."
Absent an upgrade of Enable, higher ratings are unlikely given
ArcLight's limited governance rights in Enable.
BRUNO'S SUPERMARKETS: Bankruptcy Court Disallows Quality's Claim
----------------------------------------------------------------
Bankruptcy Judge Tamara O. Mitchell sustained the objection of
Liquidating Trustee William S. Kaye to proof of claim no. 798 filed
by Quality Properties, LLC against Debtor Bruno's Supermarkets, LLC
n/k/a/ BFW Liquidation, LLC.
On April 12, 2018, the Trustee filed its Fourth Omnibus Objection
to the Allowance of Certain Unsecured Claims, which included Claim
No. 798. The Trustee asserted that the Claim was inconsistent with
the Debtor's books and records. Further, the Trustee asserted that
if the Claim were allowed, Quality would receive a recovery to
which it was not entitled. On August 24, 2018, Quality filed a
Memorandum in Support of Allowance of Quality's Proof of Claim.
Quality now argues the Claim filed on June 9, 2009 includes a claim
for damages from Bruno's rejection of the lease in its bankruptcy
case, the subsequent litigation in Bruno's bankruptcy case,
Quality's own bankruptcy case, and multiple appeals and all
associated attorneys' fees. In short, Quality's Claim seeks to
recover attorneys' fees resulting from the Debtor's rejection of
the lease and the litigation which ensued thereafter. The amount of
the claim as asserted at trial was $74,931.24. The Trustee objected
to Quality's Proof of Claim in its entirety.
The Trustee objects to Quality's claim on four grounds: (1)
Quality's claim is untimely; (2) Quality has not asserted any
damages and there was no breach; (3) the Claim is brought under 11
U.S.C. section 502(g)(1), which is not applicable to the
circumstances in this case; and (4) Quality’s Claim is barred by
the doctrine of judicial estoppel.
The Court disallows Quality's Claim because Quality did not assert
the Claim prior to the June 19, 2009 Bar Date. In the instant case,
the Court set the bar date for the filing of all general unsecured
claims for June 19, 2009. Quality filed its initial proof of claim
prior to the bar date on June 9, 2009. The Claim sought damages
"for breach of warranty of title in lease assignment." Quality
further indicated in the Claim that the amount was "undetermined --
contingent upon outcome of pre-petition lawsuit in Marshall County,
Alabama Case No. CV-06-200047."
Quality now asserts that the Claim filed on June 9, 2009 is for
damages resulting from Bruno's rejection of the lease, the
subsequent litigation in Bruno's bankruptcy case, Quality's
bankruptcy case, and multiple appeals.8 Quality did not formally or
informally assert a claim against Bruno's estate for the damages
relating to the rejection of the Lease prior to June 2018, when the
current basis for the Claim was revealed in a status conference.
Quality also did not amend the Claim filed June 9, 2009 to include
rejection of the Lease once Judge Cohen approved rejection of the
Lease. Further, Quality never filed a claim asserting a claim for
attorneys' fees and made no mention of such a demand until June
2018.
Quality has not provided any evidence of excusable neglect to allow
the Court to determine whether its delay in amending the Claim was
warranted. Nor has Quality sought leave from the Court to file a
formal written claim for the amount sought at the evidentiary
hearing. Therefore, Quality failed to assert a claim relating to
the rejection of the Lease, or for attorneys' fees relating thereto
prior to June 19, 2009, and Quality's informally amended Claim is
disallowed as untimely.
The Claim is also disallowed because no breach of warranty
occurred. Because the Alabama Supreme Court conclusively determined
that no breach of warranty occurred, the Landlords' claim failed.
Because the Claim expressly provides that it is based upon the
outcome of the Marshall County litigation, in which it was
determined that no breach of the Lease occurred, the Claim is
disallowed.
Quality's Claim is also barred by judicial estoppel. Quality was
represented by multiple, experienced attorneys during its
bankruptcy proceedings, but no mention of the Claim was made even
though Quality and its counsel were clearly aware of the existence
of potential claims against the Bruno's estate, as evidenced by the
filing of the Claim in this case. When cross-examined by the
Trustee's counsel about the reason for Quality's failure to list
the Claim in its Schedules and Disclosure Statement, owner Jeff
Beck had no plausible explanation for the omission of the Claim
from these filings. Any recovery on the Claim now would unjustly
reward Quality despite Quality's failure to disclose it to its
creditors. Therefore, Quality is estopped from asserting the Claim
in the later proceeding.
Quality's Claim is, therefore, disallowed in its entirety.
A copy of the Court's Memorandum Opinion and Order dated Nov. 2,
2018 is available at:
http://bankrupt.com/misc/alnb09-00634-11-3666.pdf
About Bruno's Supermarkets
Bruno's Supermarkets LLC -- now known as BFW Liquidation, LLC --
was a privately held company headquartered in Birmingham, Alabama.
It was the parent company of the Bruno's, Food World, and FoodMax
grocery store chains, which includes 23 Bruno's, 41 Food World,
and
2 FoodMax locations in Alabama and the Florida panhandle. Founded
in 1933, Bruno's operated as an independent company since 2007
after undergoing several transitions and changes in ownership
starting in 1995.
Bruno's filed for Chapter 11 relief on Feb. 5, 2009 (Bankr. N.D.
Ala. Case No. 09-00634). At that time, it was owned by
Dallas-based Lone Star Funds.
Burr & Forman LLP served as the Debtor's lead counsel. Najjar
Denaburg, P.C., served as the Debtor's conflicts counsel.
Greenberg Traurig, LLP, acted as the official committee of
unsecured creditors' counsel. Alvarez & Marsal served as the
Debtor's restructuring advisor. Bruno's estimated between $100
million and $500 million each in assets and debts in its Chapter
11
petition.
During the 2009 bankruptcy, Bruno's sold 56 of its stores to C&S
Wholesale Grocers Inc., for $45.8 million.
CANDLE CONNECTION: Plan Payments to be Funded by Gift Shop Business
-------------------------------------------------------------------
The Candle Connection, Inc. filed with the U.S. Bankruptcy Court
for the Eastern District of Washington a small business plan of
reorganization and disclosure statement dated November 5, 2018.
On Deck, a secured creditor, has two claims over furniture fixtures
and equipment for the Debtor. The first claim amounts to $9,794.25
where On Deck shall receive $163.00 per month with 6% interest per
annum; while the second claim amounts to $28,916.48 where On Deck
shall receive another payment of $480.00 per month. Both monthly
payments will commence on January 2019 and end on December 2025.
Payments and distribution under the Plan will be funded by the
ongoing operations of gift shop business.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/waeb18-01266-45.pdf
The Debtor is represented by:
Charles R. Steinberg, Esq.
323 N Miller
Wenatchee, WA 98801
About The Candle Connection
Family owned and operated, The Candle Connection was first
established in 1991. The original shop was located in the
historical Motteler Building and relocated to its present location
in 2006. Along with outstanding customer service, the company
takes great pride in providing quality candles, 99% of which are
made in the USA with the rest from Germany and Denmark. Its diverse
selections and styles, along with a wide range of candle
Accessories are unsurpassed.
The Candle Connection Inc. filed a Chapter 11 petition (Bankr. E.D.
Wash. Case No. 18-01266) on May 1, 2018, listing under $1 million
in both assets and liabilities.
Charles R. Steinberg, Esq. at Steinberg Law Firm PS, is the
Debtor's counsel.
No official committee of unsecured creditors has been appointed in
the Chapter 11 case.
CARDIAC CONNECTIONS: Dec. 20 Disclosure Statement Hearing
---------------------------------------------------------
Judge Kevin R. Huennekens of the U.S. Bankruptcy Court for the
Eastern District of Virginia conditionally approved the disclosure
statement explaining Cardiac Connections Home Health Care Nursing
Services Corp.'s Chapter 11 plan.
December 13, 2018 is fixed as the last day for filing written
acceptances or rejections of the plan.
December 20, 2018, at 2:00 P.M., is fixed for the hearing on final
approval of the disclosure statement, if a written objection has
been timely filed, and for the hearing on confirmation of the
plan.
General Unsecured Claims will share pro rata 10 biannual
distributions in the amount of 35% of biannual net income. In the
Debtor's business judgment, it needs to maintain control of the
remaining 65 percent of bi-annual net income in order to maintain
profitable business operations post-Effective Date and to account
for unexpected business expenses and other unexpected business
events, including investments of working capital. The extent of
the
recovery for Class 4 Claims is speculative but is expected to be
approximately 10%. Class 4 is Impaired under the Plan.
Cash consideration necessary for the Reorganized Debtor to make
payments or distributions pursuant to the Plan will be obtained
from ongoing business operations.
A copy of the Disclosure Statement is available for free at:
http://bankrupt.com/misc/vaeb17-35183-136.pdf
About Cardiac Connections
Cardiac Connections Home Health Care Nursing Services Corp.
provides various high quality in-home health care and skilled
nursing services to Richmond and surrounding counties and counties,
which services include observation and assessment of condition;
gastrostomy care; client and family education and management of
disease process; tracheostomy care; preventative measures and
management of chronic diseases; catheter care; management &
evaluation of client care plan; injections; medication education
and management; venipuncture; wound care; iv therapy; home safety
and emergency education; ostomy care; diabetic management and care;
pain management; enteral and parenteral nutrition; nutritional
support; and care and management of left ventricular assist
device.
Cardiac Connections filed a Chapter 11 petition (Bankr. E.D. Va.
Case No. 17-35183) on Oct. 16, 2017. Zainab Mariam Dumbuya,
president and chief executve officer, signed the petition.
At the time of the filing, the Debtor disclosed that it had
estimated assets of less than $500,000 and liabilities of less than
$1 million.
Robert S. Westermann, Esq., and Rachel A. Greenleaf, Esq., at
Hirschler Fleischer, P.C., in Richmond, Virginia, serve as counsel
to the Debtor.
The Office of the U.S. Trustee on Nov. 6 appointed two creditors to
serve on the official committee of unsecured creditors in the
Chapter case of Cardiac Connections Home Health Care Nursing
Services Corp. The Committee hires Pierce McCoy, PLLC, as counsel.
CARIBBEAN COMMERCIAL: Taps Epiq as Administrative Advisor
---------------------------------------------------------
Caribbean Commercial Investment Bank, Ltd., received approval from
the U.S. Bankruptcy Court for the Southern District of New York to
hire Epiq Bankruptcy Solutions, LLC, as its administrative agent.
The firm will provide bankruptcy administrative services, which
include the solicitation, balloting and tabulation of votes in
connection with its proposed Chapter 11 plan.
Epiq will charge these hourly rates:
Clerical/Administrative Support $25 – $45
Case Managers $70 – $95
Senior Case Manager $95 – $135
Director Case Management $140 - $165
IT/Programming $65 – $90
Consultant/Senior Consultant $160 - $185
Brian Karpuk, director of Epiq's consulting services, disclosed in
a court filing that his firm is "disinterested" as defined in
section 101(14) of the Bankruptcy Code.
Epiq can be reached through:
Brian Karpuk
Epiq Bankruptcy Solutions, LLC
777 Third Avenue, Third Floor
New York, NY 10017
Phone: (646) 282-2523
About Caribbean Commercial Investment Bank
Caribbean Commercial Investment Bank Ltd is a commercial bank
incorporated and licensed in Anguilla, with its headquarters
located at 2 St. Mary's Street, The Valley, Anguilla. The Bank is
wholly-owned by the Caribbean Commercial Bank (Anguilla) Ltd.
("CCB"), which was incorporated pursuant to the laws of Anguilla as
a privately-owned company. On Aug. 12, 2013, the Eastern Caribbean
Central Bank, which was the regulator of CCB, placed the affairs of
CCB into conservatorship pursuant to the Eastern Caribbean Central
Bank Agreement Act.
Caribbean Commercial Bank (Anguilla) Ltd. is the sole shareholder
of the Debtor. CCB was incorporated pursuant to the laws of
Anguilla as a privately-owned company. On April 22, 2016, Eastern
Caribbean Central Bank appointed a receiver for the CCB pursuant to
Section 137 of Anguilla's Banking Act, No. 6 of 2015.
Caribbean Commercial Investment Bank Ltd. filed a Chapter 11
bankruptcy petition (Bankr. S.D.N.Y. Case No. 16-13311) on Nov. 22,
2016, listed under $50 million in both assets and liabilities. The
petition was signed by William Tacon, foreign representative.
The Hon. Stuart M. Bernstein presides over the case.
James C. McCarroll, Esq., Jordan W. Siev, Esq., and Kurt F. Gwynne,
Esq., at Reed Smith LLP, serve as counsel.
CASHMAN EQUIPMENT: Dec. 11 Plan Confirmation Hearing
----------------------------------------------------
Judge Melvin S. Hoffman of the U.S. Bankruptcy Court for the
District of Massachusetts approved the modified third amended
disclosure statement with respect to Cashman Equipment Corp., et
al.'s joint plan of reorganization.
The hearing to consider confirmation of the plan is scheduled for
December 11, 2018 at 10:00 A.M.
Any objection to confirmation of the plan must be filed with the
Clerk of the Bankruptcy Court, United States Bankruptcy Court, 5
Post Office Square, Boston, Massachusetts, 02109, together with
proof of service, no later than 4:30 p.m. on or before December 4,
2018.
This latest filing provides that on or before the sixth
anniversary
of the Effective Date, the Debtors will re-finance the balance of
the Lenders' Allowed Secured Claims. Based on the reduction in the
principal balance of such Claims that will be achieved prior to
the
sixth anniversary of the Effective Date, the value of the Fleet
and
the Debtors' projected financial performance, the Debtors believe
they will be able to re-finance the balance of the Lenders'
Allowed
Secured Claims, projected to be approximately $101 million. The
Projections show that Debtors will be able to service the Allowed
Secured Claims and satisfy other Allowed Claims in full at or
before the scheduled maturities.
The previous filing provided that the Debtors will re-finance the
balance of the Lenders' Allowed Secured Claims on or before the
seventh anniversary of the plan's Effective Date.
A copy of the Modified Third Amended Disclosure Statement is
available at:
http://bankrupt.com/misc/mab17-12205-1161.pdf
The Debtor is represented by:
Harold B. Murphy, Esq.
D. Ethan Jeffery, Esq.
MURPHY & KING, PROFESSIONAL CORPORATION
One Beacon Street
Boston, MA 02108
Tel: (617) 423-0400
About Cashman Equipment Corp.
Headquartered in Boston, Massachusetts, Cashman Equipment Corp. --
http://4barges.com/-- was founded in 1995 as a barge rental and
marine contracting company with a fleet of 10 barges, 9 of which
were built in the 1950s and 1960s. Cashman Equipment and certain
of its affiliates and subsidiaries own, operate, rent, and sell a
fleet of vessels, including inland and ocean barges, marine
accommodation barges, specialized oil spill recovery barges, and
tugs, as well as marine equipment, such as cranes, accommodation
units, and marine pollution skimmers.
Cashman Equipment and certain of its affiliates and subsidiaries,
Cashman Scrap & Salvage, LLC, Servicio Marina Superior, LLC, Mystic
Adventure Sails, LLC, and Cashman Canada, Inc., filed Chapter 11
petitions (Bankr. D. Mass. Lead Case No. 17-12205) on June 9,
2017.
The petitions were signed by James M. Cashman, the Debtors'
president. Mr. Cashman also commenced his own Chapter 11 case
(Bankr. D. Mass. Case No. 17-12204). The cases are jointly
administered.
CATHERINE TRINH: Accountant's Interim Fee Application Nixed
-----------------------------------------------------------
Bankruptcy Judge Robert Kwan entered an order denying the interim
fee application of LEA Accountancy, LLP without prejudice. The
accounting firm is the accountant for Catherine Trinh, debtor in
possession.
Given the early stage of Trinh’s bankruptcy case, the court
cannot meaningfully assess whether the fees are reasonable because
whether there will be a successful outcome in this Chapter 11
reorganization bankruptcy case is far from certain, and there is
insufficient demonstrated progress in this case to warrant an award
of attorneys' fees in this case because it is not even clear that
this case will survive the motion of the United States Trustee to
dismiss or convert.
The case is also in the early stages, and at this time, there is no
disclosure statement or plan filed, and it is unclear when debtor
will be able to do so. Moreover, the court notes that much of the
time billed by the applicant related to debtor's monthly operating
reports which the United States Trustee said were inaccurate and
indicating gross mismanagement of the estate, and implicitly
admitted by debtor as inaccurate in filing corrected and amended
reports, and the court is uncertain whether the amended monthly
operating reports recently filed have corrected the inaccuracies
because the United States Trustee has not completed its review of
the amended reports. Thus, there may be a serious issue about the
value of the applicant's services rendered if the services resulted
in inaccurate reporting of debtor's financial status on the
original monthly operating reports.
The application is also premature because the estate does not have
the funds to pay the fees and expenses requested, and thus,
consideration of the application is somewhat academic because there
are insufficient funds to pay the applicant.
The bankruptcy case is in re: CATHERINE TRINH, Chapter 11, Debtor,
Case No. 2:18-bk-11475-RK (Bankr. C.D. Cal.).
A copy of the Court's Order dated Oct. 22, 2018 is available at
https://bit.ly/2qGoKkD from Leagle.com.
Catherine Trinh, Debtor, represented by Alan W. Forsley --
alan.forsley@flpllp.com.
United States Trustee, U.S. Trustee, represented by Dare Law,
Office of the United States Trustee & Hatty K. Yip, Office of the
UST/DOJ.
Catherine Trinh filed for chapter 11 bankruptcy protection (Bankr.
C.D. Cal. Case No. 18-11475) on Feb. 9, 2018, and is represented
by
Alan W. Forsley, Esq.
CATHERINE TRINH: Court Tosses Counsel's Interim Fee Application
---------------------------------------------------------------
Bankruptcy Judge Robert Kwan entered an order denying the interim
fee application of Fredman Lieberman Pearl LLP without prejudice.
The firm is the general bankruptcy counsel for Catherine Trinh,
debtor in possession.
Given the early stage of Trinh's bankruptcy case, the court cannot
meaningfully assess whether the fees are reasonable because whether
there will be a successful outcome in this Chapter 11
reorganization bankruptcy case is far from certain, and there is
insufficient demonstrated progress, in this case, to warrant an
award of attorneys' fees in this case because it is not even clear
that this case will survive the motion of the United States Trustee
to dismiss or convert.
The application is also premature because the estate does not have
the funds to pay the fees and expenses requested, and thus,
consideration of the application is somewhat academic because there
are insufficient funds to pay the applicant.
Applicant also failed to serve notice of the application on all
creditors as required by Federal Rule of Bankruptcy Procedure
2002(a)(6) and Local Bankruptcy Rule 2016-1(a)(2) since the
application is a request for compensation exceeding $1,000,
specifically, creditors LEA Accountancy, LLC, and Philip Kaufler,
listed on the creditors' mailing matrix. Apparently, this was an
inadvertent oversight since these parties are estate professionals,
but as administrative expense creditors, they are still entitled to
proper notice. The court notes that applicant could readily correct
these service defects by proper service on these parties, or
obtaining service waivers from them.
The bankruptcy case is in re: CATHERINE TRINH, Chapter 11, Debtor,
Case No. 2:18-bk-11475-RK (Bankr. C.D. Cal.).
A copy of the Court's Order dated Oct. 22, 2018 is available at
https://bit.ly/2JVa4qv from Leagle.com.
Catherine Trinh, Debtor, represented by Alan W. Forsley --
alan.forsley@flpllp.com.
United States Trustee, U.S. Trustee, represented by Dare Law,
Office of the United States Trustee & Hatty K. Yip , Office of the
UST/DOJ.
Catherine Trinh filed for chapter 11 bankruptcy protection (Bankr.
C.D. Cal. Case No. 18-11475) on Feb. 9, 2018, and is represented
by
Alan W. Forsley, Esq.
CHESAPEAKE ENERGY: Egan-Jones Hikes Senior Unsecured Ratings to B
-----------------------------------------------------------------
Egan-Jones Ratings Company, on November 7, 2018, upgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by Chesapeake Energy Corporation to B from B-.
Chesapeake Energy Corporation is an American petroleum and natural
gas exploration and production company headquartered in Oklahoma
City. The company is named after the founder's love for the
Chesapeake Bay region.
CLASSEN CROWN: Court Denies Plan Approval, Dismisses Ch. 11 Case
----------------------------------------------------------------
After arguments of legal counsel and for the reasons set forth in
the record, the Bankruptcy Court finds and concludes that
confirmation of the amended plan filed by the debtor, Classen Crown
Investments, Inc., should be denied.
The motion of the United States Trustee seeking conversion or
dismissal of this case, and the response of the Debtor also came on
for hearing before the Court. After arguments of legal counsel and
for the reasons set forth in the record, the Court finds and
concludes that the Debtor's case should be dismissed.
Accordingly, the Debtor's case is dismissed conditioned upon
payment of any outstanding quarterly disbursement fees, which
should be paid no later than 14 days from the date of this order.
About Classen Crown Investments
Based in Oklahoma City, Oklahoma, Classen Crown Investments, Inc.
is a single-asset real estate. It owns an office building located
at the Teams Subdivision, Shaw's Heights, Oklahoma City, valued at
$1 million.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. W.D. Okla. Case No. 17-11570) on April 25, 2017.
Dashawn Hill, president, signed the petition.
At the time of the filing, the Debtor disclosed $1 million in
assets and $1.52 million in liabilities.
Judge Janice D. Loyd presides over the case.
COTTON PATCH: Dec. 12 Plan Confirmation Hearing Set
---------------------------------------------------
The Bankruptcy Court has considered the disclosure statement in
support of the joint plan of reorganization filed by Cotton Patch,
Salcot Planting Co., and Charles Wm. and Christine A. Salmons, and
has determined that the Disclosure Statement contains adequate
information to allow creditors to make informed decisions regarding
the Plan. Accordingly, the Court approved the Disclosure
Statement.
The Court will consider whether to confirm the Plan at a hearing on
December 12, 2018, at 10:00 a.m. Objections to confirmation of the
Plan must be filed by December 5. Ballots must also be sent such
that they are received on or before December 5.
The sources of payment for unsecured creditors will be the
operation of the businesses and the salaries of Bill and Christine
Salmons. Bill Salmons is a general partner in Cotton Patch. Bill
and Christine Salmons are general partners in Salcot. The Court may
have to determine whether a substantive consolidation is implicated
by the Plan and whether the issue is raised by objections to the
Plan, if any. Since the vast majority of creditors for Bill and
Christine Salmons are the same as Cotton Patch and Salcot and no
creditors are adversely affected, the Debtors reserve the right to
seek substantive consolidation of Bill and Christine Salmons with
Salcot and Cotton Patch.
It is anticipated that the total amount of unsecured and
undersecured creditors, classified in Class 8, is $2,100,000. The
Class 8 allowed claims will share pro rata in funds contributed by
the Debtors on the Effective Date of $10,000. The Debtors will
make distributions to the unsecured claims from Bill and Christine
Salmons' disposable income and 50% of the net proceeds of the
Reorganized Debtors after operating expenses and reorganization
payments with $10,000 to be distributed on April 15th each year and
any amount of the 50% of net proceeds above the $10,000 to be
distributed on October 31st each year, but not less than $20,000
per year for five years following the Effective Date. Class 8
Claims holders will receive the same treatment as Class 9 claim
holders. It is anticipated that the recovery for all creditors in
Class 8 and 9 will be between $100,000 to $275,000 depending on
whether there is a contested confirmation.
A copy of the Disclosure Statement is available at
https://tinyurl.com/ycmnn7zz from PacerMonitor.com at no charge.
About Cotton Patch and Salcot
Planting Co.
Cotton Patch and Salcot Planting Co. farm approximately 1,100 acres
in Pinal County, Arizona, consisting of six separate leaseholds.
Cotton Patch, is the lessee of two Arizona State Land Department
agricultural leases. Cy W. Salmons, Aaron M. Salmons, Charles Wm.
Salmons, and Christine A. Salmons own all of the equity of Salcot
Planting and they are the only members of the general partnership.
Both companies have no employees and they now primarily grow
cotton.
The Debtors sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Ariz. Case Nos. 18-04037 and 18-04038) on April 17,
2018. In the petitions signed by Cy W. Salmons, general partner,
the Debtors each had estimated assets of $1 million to $10 million
and liabilities of $1 million to $10 million.
Judge Brenda Moody Whinery presides over the cases.
COTY INC: S&P Cuts Issuer Credit Rating to 'BB-', Outlook Negative
------------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Coty Inc. to
'BB-' from 'BB'. The outlook is negative.
S&P said, "At the same time, we lowered our rating on the company's
senior secured debt to 'BB' from 'BB+'. The recovery rating remains
a '2', indicating our expectation of substantial recovery (70%-90%
rounded estimate 75%) in the event of a payment default. Coty B.V.,
a subsidiary of Coty, is a co-borrower of the revolver. In our
rating analysis, we view Coty Inc. and its operating subsidiaries
as a group.
"We also lowered the rating on the senior unsecured debt to 'BB-'
from 'BB'. The recovery rating remains a '4', indicating our
expectation for average recovery (30%-50%; rounded estimate 35%) in
the event of a payment default."
The downgrade reflects the company's operating difficulties
integrating the acquired Procter & Gamble beauty assets and the
deterioration of its credit metrics. Coty's operating performance
was worse than expected in first-quarter 2019 following weak
operating results in fourth-quarter 2018 (which ended June 30,
2018). The company incurred both internal and external supply
issues in the recent quarter, which affected all of its businesses.
The consolidation of its European planning hub and warehouses in
Europe and the U.S. materially hurt profits. The consolidation of
its supply chain also disrupted its fourth-quarter performance.
Moreover, these issues will continue to weigh on profits through
the third quarter of fiscal 2019.
The negative outlook on Coty reflects the potential for a lower
rating over the next 6 months if Coty is unable to strengthen
credit metric and leverage remains above 6.0x or if S&P believes it
will not delever below 5.0x in fiscal 2020.
S&P said, "We could lower the rating if Coty does not increase
EBITDA year-over-year in each quarter for the remainder of fiscal
2019. This could occur if it does not reduce the impact of its
supply chain consolidation on its operations or it is unable to
improve the consumer beauty business. We could also lower the
rating if its luxury or professional beauty segments begin to
underperform or if other integration issues arise and it is unable
to expand margins. We could also lower the rating if the recent
management and Board changes results in a more aggressive financial
policy including additional acquisitions or increased shareholder
payments prior to de-leveraging.
"We could revise the outlook to stable if the company can resolve
its supply chain issues, stabilize its consumer beauty segment, and
achieve synergies resulting in its EBITDA margin expanding to the
high-teens and leverage falling to the low-5.0x area. For leverage
to decline to 5.0x, EBITDA would need to increase by almost 40%
from current levels."
DARRICK WILSON: Brother Buying Washington DC Residence for $695K
----------------------------------------------------------------
Darrick Arthur Wilson asks the U.S. Bankruptcy Court for the
District of Columbia to authorize the sale outside the ordinary
course of business of the real property located at 1229 Florida
Avenue, NE, Washington, DC, to Mychal Wilson for $695,000.
The Debtor owns the Residence, which is valued at approximately
$841,000, although Zillow.com indicates a value in excess of
$931,000.
It appears that the Residence is encumbered by a mortgage held by
JP Morgan Chase Bank, NA, which has an approximate payoff balance
of less than $450,000, upon information and belief. A review of
the on-line records on the Recorder of Deeds does not reveal any
other encumbrances against the Residence.
The Debtor wishes to sell the Residence to his brother, in order to
satisfy the secured claim of Chase, and have title transferred to a
party with whom the Debtor may engage in future negotiations about
re-acquiring and occupying the Residence, rather than a third-party
buyer, or a Chase repurchase, at foreclosure. Accordingly, prior
to the filing of the instant case, the Debtor entered into a sales
agreement with his brother, to sell the Residence for $695,000, an
amount more than sufficient to satisfy in full the entire secured
claim of Chase, at closing, in cash.
The sale is not contemplated to be free and clear of liens, as the
only known lien encumbering the Residence s the secured claim of
Chase, which will be paid in full at closing. The closing is
anticipated to occur as quickly as possible following approval of
the sale by the Court.
A copy of the Sales Agreement attached to the Motion is available
for free at:
http://bankrupt.com/misc/Darrick_Wilson_6_Sales.pdf
The proposed sale is in the best interests of the estate and the
creditor, inasmuch as it preserves and liquidates substantial
equity in the Residence, which can be used by the Debtor to fund a
Chapter 11 plan of reorganization
The Purchaser:
Mychal Wilson
826 Brenvido Ave.
Pacific Palisades, CA 90272
Telephone: ((213) 910-9818
E-mail: mychalwilson@aol.com
Counsel for the Debtor:
Jeffrey M. Sherman, Esq.
LAW OFFICES OF JEFFREY M. SHERMAN
1600 N. Oak Street, Suite 1826
Arlington, VA 22209
Telephone: (703) 855-7394
E-mail: jeffreymsherman@gmail.com
Darrick Arthur Wilson sought Chapter 11 protection (Bankr. D. D.C.
Case No. 18-00692) on Oct. 24, 2018. The Debtor tapped Jeffrey M.
Sherman, Esq., at Law Offices of Jeffrey M. Sherman as counsel.
DATACOM SYSTEMS: Exclusive Plan Filing Period Extended to Nov. 26
-----------------------------------------------------------------
The Hon. Margaret Cangilos-Ruiz of the U.S. Bankruptcy Court for
the Northern District of New York granted Datacom Systems, Inc.,
and Datacom Systems Holdings, LLC, an extension of the Debtors'
exclusive periods to file and to solicit acceptances of a chapter
11 plan through and including Nov. 26, 2018 and Jan. 22, 2019,
respectively.
The Troubled Company Reporter has previously reported that the
Debtors requested for exclusivity extensions simply to give
themselves sufficient time to continue to pursue a consensual plan
of reorganization having the support of all parties in interest and
to maximize creditor recoveries. The Debtors said they have
communicated regularly with Arctaris Income Fund, L.P., the office
of the United States Trustee, vendors and individual creditors,
which the Debtors believe will facilitate the efficient resolution
of these Chapter 11 Cases and result in a consensual plan of
reorganization. Moreover, because these Chapter 11 Cases are still
in their infancy, the Debtors are not in a position, at this time,
to accurately evaluate the universe of claims against them,
finalize a chapter 11 plan or prepare a disclosure statement
containing adequate information.
About Datacom Systems
Datacom Systems, Inc. -- https://new.datacomsystems.com/ -- is a
Network TAP (test access point), Network Packet Broker, and Bypass
Switch manufacturer that has worked with major telecommunication
companies, government agencies and financial institutions. It
provides secure In-Line access to its clients' network for
security, analysis and monitoring. It is a wholly owned subsidiary
of Datacom Systems Holdings, LLC. The company is headquartered in
East Syracuse, New York.
Datacom Systems and Datacom Systems Holdings sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. N.D.N.Y. Lead Case
No. 18-30766) on May 25, 2018. The Debtors' Chapter 11 cases have
been consolidated for procedural purposes only and are being
jointly administered pursuant to an order of the Court entered on
May 30, 2018.
In the petition signed by Patrick McKenna, chief financial officer,
both debtors estimated assets of less than $1 million and
liabilities of $1 million to $10 million.
Judge Margaret M. Cangilos-Ruiz presides over the cases.
No official committee of unsecured creditors has been appointed in
the Chapter 11 cases.
DILLE FAMILY: Nov. 27 Disclosure Statement Hearing
--------------------------------------------------
Judge Jeffrey A. Deller of the U.S. Bankruptcy Court for the
Western District of Pennsylvania will convene a hearing to consider
approval of Dille Family Trust's disclosure statement on November
27, 2018, at 10:00 A.M.
The Debtor's disclosure statement to accompany the plan of
reorganization under the Bankruptcy Code was filed on November 1,
2018.
The last date to file and serve written objections to the
disclosure statement will be on November 23, 2018.
The Debtor's general unsecured non-tax claims amount to a total of
$805,963.09. The periodic payments to each Class of unsecured
creditors will begin on June 1, 2019 if funds become available
from
the revenue stream due to the Estate on account of its interest in
BR25C, LLC and from net proceeds of recovery actions.
BR25C, LLC will receive sufficient revenue from licensing of
intellectual property within 12 months to pay everyone in full.
Apart form the licensing of intellectual property, other source of
funds for planned payments, including funds necessary for capital
replacement, repairs, or improvements may be taken from IMGlobal
contract or through a public auction of all of the Debtor's
assets.
Under the Plan, Class 1 Administrative creditors will be paid in
full on the Effective Date or the ordinary course of business, or
as otherwise agreed by the parties. After payment in full of Class
1, Class 2 General Unsecured Creditors will be paid from BR25C,
LLC
on a pro rata basis, until their claims are paid in full. Lastly,
Class 3, consisting of the beneficiary interests held by the
beneficiaries of the Debtor, shall be canceled, annulled, and
voided on the Effective Date, and holders thereof shall be
entitled
to no distribution whatsoever under this Plan or in the Bankruptcy
Case on account of such Beneficiary Interests.
A full-text copy of the Disclosure Statement is available for free
at:
http://bankrupt.com/misc/pawb18-24771-383.pdf
About Dille Family Trust
Dille Family Trust, which is involved in the licensing of
intellectual property associated with the fictional character "Buck
Rogers," filed a Chapter 11 petition (Bankr. W.D. Pa. Case No.
16-24771) on Nov. 28, 2017, and is represented by Donald R
Calaiaro, Esq., at Calairao Valencik.
DIVERSE LABEL: Has Until Feb. 18 to Exclusively File Plan
---------------------------------------------------------
The Hon. Catharine R. Aron of the U.S. Bankruptcy Court for the
Middle District of North Carolina, at the behest of Diverse Label
Printing, LLC, has extended the Debtor's deadline and exclusive
period to file a disclosure statement and proposed plan of
reorganization through and including Feb. 18, 2019, and the
Debtor's exclusive period to confirm a plan of reorganization is
extended through and including April 19, 2019.
About Diverse Label Printing
Diverse Label Printing, LLC, a company in Burlington, North
Carolina, specializes in producing labels for food, food
processing, supermarket, consumer goods, and other uses. Diverse
Label sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. M.D.N.C. Case No. 18-10792) on July 23, 2018. In the
petition signed by CEO Ed Bidanset, the Debtor disclosed
$15,750,989 in assets and $10,499,186 in liabilities. Judge
Catharine R. Aron presides over the case. The Debtor tapped hire
Northen Blue, LLP, as its legal counsel.
An Official Committee of Unsecured Creditors has been appointed in
the case.
DOCTORS HOSPITAL: CLHG Buying Substantially All Assets for $2.3M
----------------------------------------------------------------
Doctors Hospital at Deer Creek, LLC, asks the U.S. Bankruptcy Court
for the Western District of Louisiana to authorize the sale of
substantially all its assets to CLHG-Leesville, LLC, for $2.25
million.
The filing of the casa was necessitated by a financial crisis
resulting from Medicare overpayments caused by the actions of a
prior administrator at the Hospital. Once Medicare begins
offsetting overpayments from future payments, the Debtor will have
to close its Hospital, as there will be insufficient financial
resources for the Hospital to continue operations.
Reviewing the available options, the Debtor has elected to sell
substantially all its assets to the Buyer. The executed Letter of
Intent sets forth the terms and conditions of the proposed sale as
between the parties.
Specifically, the Debtor seeks to sell to CLHG its assets
including, without limitation, all equipment, furniture,
furnishings, machinery, tools, and supplies; inventory exclusively
used in connection with the Hospital; accounts receivable as of the
closing date; assumable prepaid assets related to the Hospital;
intangible personal property exclusively used in connection with
the Hospital; licenses, leases and other occupancy agreements used
exclusively in connection with the Hospital; personnel, medical
staff, financial, medical, and patient records used in connection
with the Hospital; and assignable permits related to the Hospital
(specifically excluding Medicare and Medicaid provider agreements
for the Hospital).
The Debtor and the Buyer are in the process of selecting which such
contracts are to be assumed and assigned, and the Debtor will file
a separate Motion to Approve Assumption and Assignment Procedures
for Certain Executory Contracts that asks the Court to approve
certain procedures for, inter alia, notifying counterparties to the
Executory Contracts of their contracts' potential assumption and
assignment, fixing the cure amounts necessary to assume those
Executory Contracts, and addressing any potential objections to the
proposed assumption and assignment of the Executory Contracts
(including, without limitation, to the cure amounts and/or to
proposed assurance of future performance). These procedures will
ensure that the counterparties to the Executory Contracts, among
others, receive notice and an opportunity to respond to the
proposed assumption and assignment of the Executory Contracts.
In order to preserve the estate from continued operating costs, and
considering the dearth of operating capital the Debtor currently
has available, it is in the best interest of the estate and
creditors if the sale is had on an expedited basis. Accordingly,
the Debtor is contemporaneously filing a request to have the Motion
heard at an expedited special setting on Nov. 16, 2018, while the
Court is sitting in Lake Charles, Louisiana. By the Motion, the
Debtor asks the Court to enter an order approving the sale of the
Debtor Assets to CLHG.
By the Motion, the Debtor asks the Court to enter an order
approving the sale of the Debtor Assets to CLHG. It asks that the
Court approves the sale (i) without warranty of title and without
warranty as to the existence or continuing validity of any licenses
or other rights; (ii) free and clear of all liens, claims, and
interests, including all security interests held by Sabine; (iii)
less and except the Debtor's cash and accounts receivable collected
prior to the date the sale is consummated; and (iv) on the
condition of modification of the lease between Debtor and ACC
("Lease"), which rights under said Lease are to be purchased from
the Debtor by CLHG, to provide for a triple net lease with such
entity at a fair market value rental rate determined pursuant to an
independent appraisal, and further that the lease as modified will
provide a term of at least 10 years.
The Debtor shows that it has secured legal services and incurred
expenses necessary in effort to preserve and dispose of the Debtor
Assets as described. Accordingly, it asks a surcharge from sale
proceeds in an amount up to $250,000 for payment of the following:
(i) all fees and interest requested to be paid to the Office of the
U.S. Trustee, which will be paid in preference to fees in part (ii)
of this paragraph; (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/or investment
banking success fees; and, (iii) upon full satisfaction of all
administrative and priority claims, the remaining surcharge will be
applied to satisfy the claims of Class 3 (General Unsecured Claims)
on a pro-rata basis and without interest.
In order to satisfy the requested surcharge, the Debtor proposes to
escrow $250,000 from the sales proceeds with the counsel to the
Debtor in counsel's trust account to pay the surcharged expenses
delineated in the Motion, and thereafter to remit the remaining $2
million to Sabine State Bank in satisfaction of its secured
claims.
Finally, the Debtor asks that the Court eliminates the 14-day stay
period under Bankruptcy Rule 6004(h).
A copy of the LOI attached to the Motion is available for free at:
http://bankrupt.com/misc/Doctors_Hospital_27_Sales.pdf
The Purchaser:
Rock Bordelon
c/o Allegiance Healthcare Management, Inc.
504 Texas Street, Ste. 200
Shreveport, LA 7l l0l
The Purchaser is represented by:
Michael Schulze, Esq.
SULLIVAN STOLIER SCHULZE & GRUBB, LLC
1042 Camellia Boulevard, Suite 2
Lafayette, LA 70508
About Doctors Hospital at Deer Creek
Doctors Hospital at Deer Creek -- http://www.dhdc.md/-- is a
proprietary, medicare certified acute care hospital located in
Leesville, Louisiana. It offers these services: 16-Slice CT,
general radiology, ultrasound, MRI, laboratory, respiratory
therapy, inpatient hospitalization, and outpatient services. The
hospital opened in November 2007.
Doctors Hospital at Deer Creek sought protection under Chapter 11
of the Bankruptcy Code (Bankr. W.D. La. Case No. 18-81044) on Oct.
18, 2018. In the petition signed by Dr. Gregory D. Lord,
authorized representative, the Debtor disclosed $7,650,691 in
assets and $9,933,588 in liabilities. Judge John W. Kolwe presides
over the case. The Debtor tapped Gold, Weems, Bruser, Sues &
Rundell, APLC as its legal counsel.
EASTMAN KODAK: S&P Puts CCC Issuer Credit Rating on Watch Positive
------------------------------------------------------------------
On Nov. 13, 2018, S&P Global Ratings placed its ratings on
Rochester, N.Y.-based Eastman Kodak Co., including the 'CCC' issuer
credit rating, on CreditWatch with positive implications.
The CreditWatch placement follows Kodak's announcement that it
plans to sell its Flexographic Packaging Division to Montagu
Private Equity LLP for approximately $390 million. The total value
includes potential earnout payments of up to $35 million, and $15
million payable by Montagu to Kodak at the closing as a prepayment
for various services and products to be provided by Kodak to the
business post-closing. Kodak will use the net proceeds to repay the
company's first-lien secured term loan due in September 2019 ($395
million outstanding).
S&P will resolve the CreditWatch once the sale closes. S&P will
likely raise its rating on the company, although it is unlikely
that it will be more than two notches.
EXCO RESOURCES: 1.5L Holders Waive Lien Makewhole Claims
--------------------------------------------------------
EXCO Resources, Inc. and affiliates filed their latest disclosure
statement for their settlement joint chapter 11 plan of
reorganization dated Nov. 4, 2018.
The latest filing provides that the consenting 1.5L Holders agreed
to waive any 1.5 Lien Makewhole Claims and provide optionality to
the Debtors by accepting recovery in Cash or in the form of
take-back debt.
A redlined copy of the Disclosure Statement is available for free
at:
http://bankrupt.com/misc/txsb18-30155-1217-2.pdf
About EXCO Resources
EXCO Resources, Inc. (otc pink:XCOO) --
http://www.excoresources.com/-- is an oil and natural gas
exploration, exploitation, acquisition, development and production
company headquartered in Dallas, Texas, with principal operations
in Texas, North Louisiana and the Appalachia region. EXCO's
headquarters are located at 12377 Merit Drive, Suite 1700, Dallas,
Texas.
EXCO Resources, Inc., and 14 of its affiliates sought Chapter 11
protection (Bankr. S.D. Tex. Lead Case No. 18-30155) on Jan. 15,
2018. EXCO disclosed total assets of $829.1 million and total
debt of $1.355 billion as of Sept. 30, 2017.
The Debtors' cases have been assigned to the Honorable Marvin
Isgur.
The Debtors tapped Gardere Wynee Sewell LLP, and Kirkland & Ellis
LLP, as bankruptcy counsel; PJT Partners LP as financial advisor;
Alvarez & Marsal North America, LLC, as restructuring advisor; and
Epiq Bankruptcy Solutions, LLC, as claims agent.
The Office of the U.S. Trustee appointed an official committee of
unsecured creditors. The committee is represented by lawyers at
Jackson Walker LLP and Brown Rudnick LLP. Intrepid Partners LLC
and Jefferies LLC serve as the committee's investment bankers.
EXCO RESOURCES: Seeks Summary Judgment in Enterprise Products Row
-----------------------------------------------------------------
BankruptcyData.com reported that EXCO Resources filed a motion for
summary judgment in respect of dispute with Enterprise Products
Operating and Acadian Gas Pipeline System.
BankruptcyData related that the motion explains, "Debtors delivered
about $6 million worth of natural gas to Enterprise in July 2016
under the Sales Contract. Enterprise was required under that
contract to pay the $6 million for the gas by August 25, 2016.
Enterprise did not pay any of this amount by that time. Under the
Transportation Agreement, Debtors owed Acadian about $2.25 million
in transportation fees for the delivery of the July gas, due August
22, 2016. Although Debtors did not pay Acadian the $2.25 million,
the parties were entitled under the contracts to net out the
amounts, meaning that when Debtors did not pay the $2.25 million,
Enterprise only needed to pay Debtors $3.8 million. Enterprise
never paid. Moreover, Acadian never provided notice of default as
the Transportation Agreement requires. Under these undisputed
facts, there is no question that Enterprise breached the
Transaction Documents, and that Debtors could not—and did
not—breach those contracts before Enterprise's breach.
Accordingly, Debtors respectfully request that this Court grant
summary judgment and disallow Enterprise and Acadian's proofs of
claim in their entirety . . . even putting aside the Transaction
Documents' plain and unambiguous terms, the UCC and Texas common
law establish that Enterprise's refusal to pay for July and August
gas was not excused and that EXCO and Raider were entitled to
setoff or netting."
About EXCO Resources
EXCO Resources, Inc. (otc pink:XCOO) --
http://www.excoresources.com/-- is an oil and natural gas
exploration, exploitation, acquisition, development and production
company headquartered in Dallas, Texas, with principal operations
in Texas, North Louisiana and the Appalachia region. EXCO's
headquarters are located at 12377 Merit Drive, Suite 1700, Dallas,
Texas.
EXCO Resources, Inc., and 14 of its affiliates sought Chapter 11
protection (Bankr. S.D. Tex. Lead Case No. 18-30155) on Jan. 15,
2018. EXCO disclosed total assets of $829.1 million and total debt
of $1.355 billion as of Sept. 30, 2017.
The Debtors' cases have been assigned to the Honorable Marvin
Isgur.
The Debtors tapped Gardere Wynee Sewell LLP, and Kirkland & Ellis
LLP, as bankruptcy counsel; PJT Partners LP as financial advisor;
Alvarez & Marsal North America, LLC, as restructuring advisor; and
Epiq Bankruptcy Solutions, LLC, as claims agent.
The Office of the U.S. Trustee appointed an official committee of
unsecured creditors. The committee is represented by lawyers at
Jackson Walker LLP and Brown Rudnick LLP. Intrepid Partners LLC
and Jefferies LLC serve as the committee's investment bankers.
EXECUTIVE NON-EMERGENCY: Taps BEI as Financial Advisor
------------------------------------------------------
Executive Non-Emergency Transportation Inc. seeks approval from the
U.S. Bankruptcy Court for the Middle District of Florida to hire
Bankruptcy Exchange, Inc. as its financial advisor.
The firm will assist the Debtor in negotiations regarding any
potential sale of its assets or any new equity investment; work
with the Debtor to ensure funding for the bankruptcy process;
review financial information; assist the Debtor in the preparation
of financial projections; and provide other financial advisory
services related to its Chapter 11 case.
BEI will charge these hourly fees:
John O'Neill $250
Keith Carlson $225
Stephanie Kashino $195
Shawn Moksnes $195
Otis Gilyard $195
Paraprofessionals $75
The firm requested a retainer in the sum of $10,000.
John O'Neill, principal of BEI, disclosed in a court filing that
his firm is "disinterested" as defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
John J. O'Neill
Bankruptcy Exchange, Inc.
2952 Seneca Street
West Seneca, NY 14224
Phone: 716-827-1980
Fax: 716-827-3793
About Executive Non-Emergency
Transportation Inc.
Executive Non-Emergency Transportation Inc. sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No.
18-03958) on June 29, 2018. At the time of the filing, the Debtor
estimated assets of less than $50,000 and liabilities of less than
$50,000. Judge Karen S. Jennemann presides over the case. The
Debtor is represented by Bartolone Law, PLLC.
FIBRANT LLC: Exclusive Plan Filing Period Extended to Jan. 21
-------------------------------------------------------------
The Hon. Susan D. Barrett of the U.S. Bankruptcy Court for the
Southern District of Georgia granted Fibrant, LLC and its
affiliated debtors an extension of the time period during which
only the Debtors may file a chapter 11 plan through and including
Jan. 21, 2019, as well as the time period during which the Debtors'
exclusive right to file a plan continues in effect in order to
permit the Debtors to obtain acceptances for a plan through and
including March 20, 2019.
About Fibrant, LLC
Fibrant, LLC, headquartered in Augusta, Georgia, was previously a
producer and global supplier of chemical products and local
manufacturing services. At the end of September 2017, the Debtors
completed the shutdown and decommissioning of their caprolactam
manufacturing facility located at an industrial site at 1408
Columbia Nitrogen Drive, Augusta, Georgia 30901, other than the
portion of the Facility that was (until recently) being used to
manufacture ammonium sulfate. In late 2017, the Debtors ceased
production of ammonium sulfate at the Facility, and the Debtors are
now in the process of administering the sale of, and shipping, all
of the remaining ammonium sulfate inventory. Once the inventory
has been sold and removed from the Site, the Debtors intend to
decommission the ammonium sulfate plant and all other operating
assets and plant infrastructure that was not previously
decommissioned.
Fibrant, LLC and affiliates Fibrant South Center, LLC, Evergreen
Nylon Recycling, LLC and Georgia Monomers Company, LLC sought
Chapter 11 protection (Bankr. S.D. Ga. Case Nos. 18-10274-77) on
Feb. 23, 2018. The case is assigned to Judge Susan D. Barrett.
The cases are jointly administered.
The petitions were signed by David Leach, president and general
manager.
The Debtors tapped Paul K. Ferdinands, Esq., Jonathan W. Jordan,
Esq., Sarah L. Primrose, Esq., at King & Spalding LLP; and James C.
Overstreet Jr., Esq., at Klosinski Overstreet, LLP as counsel; and
Kurtzman Carson Consultants, LLC as their claims, noticing and
balloting agent.
The Debtor estimated assets and liabilities in the range of $10
million to $50 million.
FIRESTAR DIAMOND: Bhansali Seeks 5th Amendment on Docs Production
-----------------------------------------------------------------
BankruptcyData.com reported that Non-Party Mihir Bhansali, a
former CEO of Firestar International and described as Nirav Modi's
"right hand man," filed a memorandum of law in opposition to Punjab
National Bank's motion to compel to produce documents in response
to a July 26, 2018 Rule 2004 Subpoena Duces Tecum, which contains
60 broad document requests related to an alleged global fraudulent
scheme that is the subject of pending criminal proceedings, as to
which Mr. Bhansali has asserted his Fifth Amendment right.
The memorandum states, "The Fifth Amendment act of production
privilege is precisely tailored to the circumstances present here.
PNB's effort to circumvent Mr. Bhansali's valid assertion of his
constitutional right, premised on burden-shifting tactics that
flout the relevant case law, should be denied. The only
prerequisites to proper application of the Fifth Amendment
privilege here are that the act of producing documents in response
to PNB's subpoena, wholly independent of the contents of any
responsive documents, would inherently involve the communication of
information that is (i) compelled, (ii) testimonial and (iii)
incriminating. Each of those prerequisites is easily satisfied. It
is indisputable that PNB is seeking to compel Mr. Bhansali's
document production pursuant to court order. In addition, by
requesting documents responsive to a subpoena that substantively
tracks the allegations in the Examiner's Report, PNB is effectively
asking Mr. Bhansali to provide confirmatory testimony that certain
responsive documents exist, are authentic, and are in his
possession. The Fifth Amendment prevents PNB from compelling Mr.
Bhansali to produce documents under those circumstances. That third
prong is similarly free from doubt. Not only did the Examiner's
Report allege that Mr. Bhansali was involved in criminal
misconduct, but it also stated that Mr. Bhansali has already been
criminally charged in India with money laundering offenses arising
out of the alleged Modi fraudulent scheme. Thus, Mr. Bhansali is
currently the subject of pending criminal charges, and therefore
the potentially 'incriminating' nature of his act of production is
not at all speculative or hypothetical. Further, no exceptions to
his Fifth Amendment right apply. PNB's subpoena was directed to
Mr. Bhansali in his personal capacity (and not as the custodian of
records for any entity), and served on him after he had already
resigned from all positions at the Debtor entities; therefore, he
is not a mere custodian of any responsive corporate records. PNB's
effort to shift the burden of proof to Mr. Bhansali by arguing that
various other undefined corporate entities around the world are
somehow relevant to the assessment of his custodial status is
meritless and should be rejected."
About Firestar Diamond
Firestar Diamond Inc. procures, designs, manufactures and
distributes diamond-studded jewelry. Firestar Diamond's operations
span the USA, Europe, the Middle East, the Far East and India. The
Company employs over 1200 people. Firestar Diamond has offices in
Mumbai, Surat, New York, Chicago, Johannesburg, Antwerp, Yerevan,
Dubai, and Hong Kong. A. Jaffe, Inc., a subsidiary of Firestar
Diamond, designs and manufacturers wedding rings and wedding
bands.
Firestar Diamond, Inc., A. Jaffe, Inc., and Fantasy, Inc., sought
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 18-10509) on
Feb. 26, 2018. Firestar Diamond estimated assets and debt of $50
million to $100 million.
The Hon. Sean H. Lane is the case judge.
The Debtors tapped Ian R. Winters, Esq., at Klestadt Winters
Jureller Southard & Stevens, LLP as their bankruptcy counsel;
Forchelli Deegan Terrana LLP as conflicts counsel; Lackenbach
Siegel, LLP as special counsel; Getzler Henrich & Associates LLC
and its managing director Mark Samson as chief restructuring
officer; and Rust Consulting/Omni Bankruptcy as claims and noticing
agent.
Richard Levin, Esq., has been appointed as Chapter 11 Trustee of
Firestar Diamond, Inc. He has tapped Jenner & Block, LLP, as his
attorneys; Alvarez & Marsal Disputes and Investigations, LLC, as
financial advisors; and Gem Certification & Assurance Lab, Inc., as
appraisers.
John J. Carney, Esq., has been appointed as examiner in the
Debtors' cases. Alvarez & Marsal Disputes and Investigations, LLC,
has been tapped as his financial advisor.
FISHERMAN'S PIER: Court Dismisses Trust, J. Moffa Appeal as Moot
----------------------------------------------------------------
District Judge Beth Bloom granted Appellee Soneet R. Kapila's
motion to dismiss the appeals case captioned J.J. RISSELL,
ALLENTOWN PA, TRUST, and JOHN MOFFA, Appellants, v. SONEET KAPILA,
Appellee, Case No. 18-cv-61927-BLOOM (S.D. Fla.).
The case involves an appeal from an order in an underlying
bankruptcy proceeding. On Oct. 23, 2017, Fisherman's Pier, Inc.
filed a Voluntary Petition under Chapter 11. On December 14, 2017,
the Bankruptcy Court entered an order appointing Appellee as the
Chapter 11 trustee. On May 2, 2018, Appellee and Spiro Marchelos, a
50% stockholder of the Debtor and co-plan proponent, filed the
First Amended Chapter 11 Plan of Reorganization and associated
disclosure statement. Thereafter, Appellee and Marchelos modified
the Plan and disclosure statement, and the Bankruptcy Court
scheduled a confirmation hearing to be held on July 31, 2018.
One week before the scheduled confirmation hearing, Appellee filed
a motion to approve an option agreement, and requested an expedited
hearing to take place at the same time as the confirmation hearing.
Essentially, the Option Motion sought the Bankruptcy Court's
approval of a lease for a portion of the Debtor's property, which
included an option exercisable post-confirmation to purchase the
property for $6 million. Following the hearing, the Bankruptcy
Court granted the Option Motion and approved the lease with option
on August 2, 2018. On August 8, 2018, the Bankruptcy Court entered
an order confirming the Plan. On August 17, 2018, Appellant filed
his notice of appeal of the Option Order.
In the appeal, Appellant takes issue with the procedure undertaken
by Appellee and the Bankruptcy Court that ultimately led to entry
of the Option Order, claiming that notice was insufficient, and
therefore, that there was no opportunity to object to the Option
Motion. In the instant Motion, Appellee argues that the appeal
should be dismissed as both statutorily and equitably moot.
Upon review, contrary to Appellant's conclusory statement of
jurisdiction, the Court does not have jurisdiction to review the
Option Order under section 158(a)(1) because the Option Order is
not a final order of the Bankruptcy Court. Although the Option
Order resolved the issue of permissibility under 11 U.S.C. section
363 of the lease containing an option exercisable following Plan
confirmation, it cannot be properly considered a final order.
Unlike an order approving an immediate sale of assets, the Option
Order does not immediately and permanently transfer property
rights. Moreover, as noted by Appellee, Debtor's business is
leasing real property, and pursuant to section 363, "the trustee
may enter into transactions, including the sale or lease of
property of the estate, in the ordinary course of business, without
notice or a hearing . . . ." Thus, it appears that even though
Appellee sought the Court's approval of the lease, it may not have
been required. Further complicating the procedural posture of this
appeal is the fact that, properly viewed, the Option Order
constitutes part of the Plan, as opposed to a standalone order.
Appellee asserted in his Option Motion that the key money under the
lease and the option "are an integral component of confirmation."
However, even assuming that the Option Order is final, Appellee's
argument that this appeal is moot is well-taken. Pursuant to
section 363, the Option Order had to be stayed in order to
effectively challenge its validity on appeal. Appellant hopes to
avoid the application of this subsection by arguing that this
appeal seeks to challenge the Option Order on the basis that the
lessee/optionee was not a good faith lessee/optionee. Nevertheless,
"[t]he plain language of section 363(m) states that an appellate
court order cannot invalidate a sale that the bankruptcy court
authorized unless such authorization and such sale . . . were
stayed pending appeal," regardless of whether the authorization is
correct. In the instant case, it is undisputed that Appellant did
not request that the lease be stayed. Furthermore, Appellant does
not contend that it lacked notice of the hearing, and indeed was
represented at the hearing, where Appellant presented its objection
to the Option Motion before the Bankruptcy Court, which the Court
ultimately overruled. Accordingly, the appeal is moot.
A copy of the Court's Order dated Oct. 22 is available at
https://bit.ly/2Fhoqmp from Leagle.com.
J.J. Rissell, Allentown PA, Trust, Appellant, represented by John
A. Moffa, Moffa & Breuer, PLLC & Stephen Charles Breuer, Moffa &
Breuer, PLLC.
John Moffa, Appellant, pro se.
Soneet Kapila, Appellee, represented by Chad Philip Pugatch --
cpugatch@rprslaw.com -- Rice Pugatch Robinson & Schiller & George
Leo Zinkler, III -- gzinkler@rprslaw.com -- Rice Pugatch Robinson &
Schiller, P.A.
About Fisherman's Pier
Fisherman's Pier Inc., which owns a fishing pier in Ft.
Lauderdale,
Florida, sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. S.D. Fla. Case No. 17-22819) on Oct. 23, 2017. In the
petition signed by Martha Marchelos, its president, the Debtor
estimated assets and liabilities of $1 million to $10 million.
Judge Raymond B. Ray presides over the case. John A. Moffa, Esq.,
at Moffa & Breuer, PLLC, serves as the Debtor's bankruptcy
counsel.
On Dec. 15, 2017, the Court entered an order approving the
selection of Soneet R. Kapila, as the Chapter 11 Trustee. The
Trustee retained Rice Pugatch Robinson Storfer & Cohen, PLLC, as
counsel.
No official committee of unsecured creditors was appointed in the
case.
Spiro Marchelos, 50% stockholder and president of the Debtor, is
represented by Thomas R. Lehman, P.A., Esq., and Robin J. Rubens,
Esq., at Levine Kellogg Lehman Schneider & Grossman LLP, in Miami,
Florida. The J.J. Rissell, Allentown PA, Trust, the remaining 50%
equity interest holder of the Debtor, is represented by John A.
Moffa, Esq., and Stephen C. Breuer, Esq., at Moffa & Breuer, PLLC,
in Plantation, Florida.
FISHERMAN'S PIER: Ct. Junks Trust's Appeal for Lack of Jurisdiction
-------------------------------------------------------------------
District Judge Beth Bloom entered an order dismissing the appeals
case captioned J.J. RISSELL, ALLENTOWN PA, TRUST, Appellant, v.
SPIRO MARCHELOS, Appellee, Case No. 18-cv-61422-BLOOM (S.D. Fla.).
This case involves an appeal from an order in an underlying
bankruptcy proceeding. On Oct. 23, 2017, Fisherman's Pier, Inc.
represented by John A. Moffa and the firm of Moffa & Breuer, PLLC
filed a Voluntary Petition under Chapter 11. Despite the Moffa
Firm's representation of the Debtor, on Jan. 26, 2018, the Moffa
Firm filed a notice of appearance on behalf of the J.J. Rissell,
Allentown PA, Trust, dated January 11, 2018 (the "Shareholder
Trust").
On March 20, 2018, the Bankruptcy Court entered an amended order
disqualifying the Moffa Firm from representing the Shareholder
Trust at the same time as representing the Debtor. On April 9,
2018, the bankruptcy court entered an order granting appellee's
motion to disqualify the Moffa Firm from representing the Debtor.
On May 11, 2018, the Moffa Firm filed a motion to represent the
Shareholder Trust due to a change in circumstances. On Dec. 14,
2017, the Bankruptcy Court denied the motion to represent the
Shareholder Trust.
In this appeal of the Dec. 14, 2017 Order, Appellant argues that
the Bankruptcy Court made factual errors by conflating the Jeffrey
J. Rissell, Allentown PA, Trust, dated Jan. 10, 2018, with the J.J.
Rissell, Allentown PA, Trust, dated Jan. 11, 2018, which led to the
denial of the motion to represent the Shareholder Trust due to a
change in circumstances. Appellant also argues that the Bankruptcy
Court applied the incorrect standard for disqualification of
counsel.
Appellant asserts that the instant appeal is filed pursuant to 28
U.S.C. section 158(a)(1). The Court is obligated to consider
jurisdiction "even if it means raising the issue sua sponte."
Pursuant to 28 U.S.C. section 158(a), the district courts have
jurisdiction to hear appeals from final judgments and orders, and
interlocutory orders of the bankruptcy judges, with prior leave of
court. While finality is a more flexible concept in bankruptcy, the
increased flexibility "does not render appealable an order which
does not finally dispose of a claim or adversary proceeding."
Upon review, the Court lacks jurisdiction to review the Dec. 14,
2017 Order because the Dec. 14, 2017 Order is not a final order of
the Bankruptcy Court.
Accordingly, the appeal is dismissed for lack of jurisdiction. Any
pending motions are denied as moot and all deadlines are
terminated.
A copy of the Court's Order dated Oct. 24, 2018 is available at
https://bit.ly/2T6Vcd5 from Leagle.com.
J. Rissell, Allentown PA, Trust, Appellant, represented by Stephen
Charles Breuer, Moffa & Breuer, PLLC & John A. Moffa --
John@moffa.law -- Moffa & Breuer, PLLC.
Spiro Marchelos, Appellee, represented by Robin J. Rubens --
rjr@lklsg.com -- Levine Kellogg Lehman Schneider Grossman LLP &
Thomas Ralph Lehman -- trl@lklsg.com -- Levine Kellogg Lehman
Schneider + Grossman LLP.
About Fisherman's Pier
Fisherman's Pier Inc., which owns a fishing pier in Ft.
Lauderdale,
Florida, sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. S.D. Fla. Case No. 17-22819) on Oct. 23, 2017. In the
petition signed by Martha Marchelos, its president, the Debtor
estimated assets and liabilities of $1 million to $10 million.
Judge Raymond B. Ray presides over the case. John A. Moffa, Esq.,
at Moffa & Breuer, PLLC, serves as the Debtor's bankruptcy
counsel.
On Dec. 15, 2017, the Court entered an order approving the
selection of Soneet R. Kapila, as the Chapter 11 Trustee. The
Trustee retained Rice Pugatch Robinson Storfer & Cohen, PLLC, as
counsel.
No official committee of unsecured creditors was appointed in the
case.
Spiro Marchelos, 50% stockholder and president of the Debtor, is
represented by Thomas R. Lehman, P.A., Esq., and Robin J. Rubens,
Esq., at Levine Kellogg Lehman Schneider & Grossman LLP, in Miami,
Florida. The J.J. Rissell, Allentown PA, Trust, the remaining 50%
equity interest holder of the Debtor, is represented by John A.
Moffa, Esq., and Stephen C. Breuer, Esq., at Moffa & Breuer, PLLC,
in Plantation, Florida.
FKF 3 LLC: Trustee Awarded Prejudgment Interest on Claim vs Magee
-----------------------------------------------------------------
On June 6, 2018, the jury in the case captioned GREGORY MESSER, as
Trustee of the FKF Trust, Plaintiff, v. JOHN F. MAGEE, et al.,
Defendants, No. 13 Civ. 3601 (JCM) (S.D.N.Y.) rendered a unanimous
verdict that resulted in a judgment in favor of plaintiff, Gregory
Messer, as Trustee of the FKF Trust, in the amount of
$41,017,212.01. The Magee Party Defendants filed motions pursuant
to Federal Rules of Civil Procedure 50 and 59. The Plaintiff filed
a motion to alter the judgment to include prejudgment interest
pursuant to Federal Rule of Civil Procedure 59(e), and the Magee
Party Defendants filed motion to stay enforcement of the judgment
pursuant to Federal Rule of Civil Procedure 62.
Upon review of the case, Magistrate Judge Judith C. McCarthy denied
the Magee Party Defendants' motions pursuant to Federal Rules of
Civil Procedure 50 and 59; granted in part and denied in part
Plaintiff's motion to alter the judgment to include prejudgment
interest; and denied without prejudice the Magee Party Defendants'
motion to stay the enforcement of the judgment.
The Magee Party Defendants seek a new trial pursuant to Federal
Rule of Civil Procedure 59(a)(1)(A), alteration of the judgment
pursuant to Federal Rule of Civil Procedure 59(e), and judgment as
a matter of law pursuant to Federal Rule of Civil Procedure 50(b).
The jury instructions and verdict sheet properly asked the jury to
determine if Magee was a manager of FKF 3. There was and still is
no basis for the Court to draw the legal conclusion that Magee did
not owe FKF 3 a fiduciary duty solely by operation of the unsigned
operating agreement. Under New York law, "the existence of a
contract is a factual determination." Whether a valid contract
exists turns on "mutual assent," which is a "question of fact to be
found by the jury" and can be determined based on a "`manifestation
or expression of assent . . . by word, act, or conduct which
evinces the intention of the parties to contract.'" "The totality
of parties' acts, phrases and expressions must be considered, along
with `the attendant circumstances, the situation of the parties,
and the objectives they were striving to attain.'" Here, the
validity of the unsigned operating agreement, and the FKF 3
members' respective fiduciary duties, was a fiercely contested
factual dispute properly submitted to and determined by the jury.
The Magee Party Defendants have, therefore, failed to demonstrate
that the Court erroneously submitted to the jury the issue of
whether Magee was a manager of FKF 3 and owed the company a
fiduciary duty.
Accordingly, the jury instructions and verdict sheet correctly
tasked the jury with determining if Magee owed a fiduciary duty to
FKF 3, and there is no legal or factual basis for the Court to
disturb the jury's deliberate findings.
Plaintiff seeks prejudgment interest on the $956,750 awarded on the
turnover/conversion claim against Magee. Plaintiff is entitled to a
discretionary award of prejudgment interest on its
turnover/conversion claim because Plaintiff was deprived of the use
of the wrongfully converted funds as a result of Magee's conduct.
Plaintiff argues federal law governs the appropriate prejudgment
interest rate on the turnover/conversion claim because it is a
mixed federal and state law claim without differentiation in the
verdict sheet. Plaintiff claims the prime interest rate is the
appropriate rate under federal law, and interest should be computed
from September 12, 2011, the date Plaintiff commenced the adversary
proceeding. The Magee Party Defendants do not object to using the
Adversary Proceeding Commencement Date as the date of accrual, but
they argue the federal rate supplied by 28 U.S.C. section 1961(a)
should apply. On September 12, 2011, the prime interest rate was
3.25%. To compare, the federal interest rate supplied by 28 U.S.C.
section 1961 for the same date was .11%. The Court will apply the
prime interest rate to the turnover/conversion claim award.
Thus, the Court awards prejudgment interest on the $956,750 awarded
on the turnover/conversion claim at the prime interest rate of
3.25%, without compounding, commencing on September 12, 2011.
The Magee Party Defendants also move for a stay of the enforcement
of the judgment pending a disposition on their post-trial motions.
In the alternative, the Magee Party Defendants move to stay
enforcement of the judgment pending appeal without requiring a
bond. Federal Rule of Civil Procedure 62(b)(1), (3) authorizes the
Court to stay execution of a judgment pending disposition on a
motion under Rule 50 or Rule 59. By this decision, the Court denies
the Magee Party Defendants' post-trial motions pursuant to Rule 50
and Rule 59. Thus, the Magee Party Defendants' motion for a stay
pursuant to Rule 62(b)(1), (3) is denied.
A copy of the Court's Opinion and Order dated Oct. 24, 2018 is
available at https://bit.ly/2PVP3lc from Leagle.com.
FKF 3, LLC, Debtor, represented by Jeffrey Alan Reich --
jreich@reichpc.com -- Reich, Reich & Reich, P.C.
Gregory Messer, Plaintiff, represented by David Larry Tillem,
Wilson,Elser, Moskowitz,Edelman & Dicker LLP, Frederick N. Stevens
-- fstevens@klestadt.com -- Klestadt & Winters, LLP & Lauren
Catherine Kiss -- lkiss@klestadt.com -- Klestadt, Winters,
Jureller, Southard & Stevens LLP.
John F. Magee & Commercial Construction, Inc., Defendants,
represented by Ravi Batra, The Law Firm of Ravi Batra, P.C.
Melissa A. Magee, Patrice L. Magee, Jonathan Magee & Lizbeth Magee
Keefe, Defendants, represented by Ravi Batra , The Law Firm of Ravi
Batra, P.C & Michael Kennedy Burke, Hodges Walsh, Messemer & Burke
LLP.
Valerie Magee, Defendant, represented by Michael Kennedy Burke ,
Hodges Walsh, Messemer & Burke LLP.
Mitchell L. Klein, Defendant, represented by Daniel Zachary Goldman
-- dgoldman@pkbllp.com -- Petrillo Klein LLP.
FKF Holding Company, LP, Bradley Industrial Park, Inc., FKF
Edgewater, LLC, Aventine Edgewater LLC, FKF Retail LLC, Aventine
Retail, LLC & Jerry's Self Storage, LLC, ADR Providers, represented
by Ravi Batra , The Law Firm of Ravi Batra, P.C.
About FKF 3, LLC
URI Sasson, Kathryn Bareket, and Angela Badami made an involuntary
Chapter 11 bankruptcy protection against FKF 3, LLC, on July 19,
2010 (Bankr. S.D. N.Y. Case No. 10-37170). Judge Cecelia G.
Morris presides over the case. Henry N Christensen, Jr., Esq., at
Norton & Christensen, represents the petitioners.
Judge Morris ruled that the Company is eligible to be a Debtor
under Chapter 11 of the Bankruptcy Code.
FRONTDOOR INC: S&P Affirms 'B+' Long-Term ICR, Outlook Stable
-------------------------------------------------------------
S&P Global Ratings said it affirmed its 'B+' long-term issuer
credit rating on Frontdoor Inc.; the outlook is stable. At the same
time, S&P affirmed its 'B+' rating with a recovery rating of '3' on
Frontdoor's $900 million first-lien credit facility ($250 million
revolver due 2023 and $650 million term loan due 2025) and 'B-'
rating on its $350 million unsecured note due in 2026 with a
recovery rating of '6'.
S&P said, "Our financial risk profile assessment for Frontdoor
remains aggressive, but a recent miss in quarterly targeted
earnings has eroded debt to EBITDA to 4.8x versus our base-case
scenario of 4.3x and reduced the buffer from our downside trigger
of 5.0x. In third-quarter 2018, the company announced higher claims
costs from rising labor costs and parts availability along with
more-severe summer weather hurting operating results. We expect
margins to remain somewhat strained in the coming months as a
strong labor market drives up costs-servicing claims slightly
offset by the company's efforts to negotiate contracts that will
stabilize labor costs based on volume of business with select
contractors. We also expect higher parts cost due to tariffs and
inflationary pressures, although we believe Frontdoor is better
positioned to handle this given its focus on inventory management
and purchasing power from scale. Even with the revised guidance,
the company still expects strong growth from price increases in its
real estate channel, more-dynamic pricing in the direct-to-consumer
business, and a strong purchase origination market. These strong
organic growth expectations coupled with margins stabilizing at
17%-19% over the next year will allow the company to de-lever,
allowing credit fundamentals to improve to our original anticipated
levels of 19-20% in the next two years. Since the policies are
typically one year in duration, all price increases take time to
earn in, so we anticipate it will see the benefits to margins in
the next 12-18 months rather than immediately.
"The stable outlook reflects our expectation that Frontdoor will
continue to see strong revenue growth due to favorable purchase
originations in the real estate and direct to consumer distribution
channels as homeowners learn more about its services; stable
retention levels; and targeted price increases to deal with higher
claims costs. For 2018-2019, we expect the company to see revenue
growth of 8%-10%. Due to higher claims and operational costs, we
expect margins to remain strained at 17%-19%, resulting in debt to
EBITDA of about 4.6x-4.8x in 2018 improving to 4.4x-4.6x in 2019,
with EBITDA coverage of 3.8x-4.2x. We also expect Frontdoor to
maintain its dominant presence in the home-services plan market
arising from its significant contractor base to support its
national footprint with minimal operational challenges as it
transitions to a stand-alone entity.
"We could lower our ratings in the next 12 months if earnings or
credit metrics deteriorate on uncertainty or additional misses from
base-case expectations, resulting in debt to EBITDA near 5x with
coverage below 3x. This could occur if earnings fall due to lost
market share or compressed margins from higher operational or
claims costs; or for the downside scenario Frontdoor adopts a
more-aggressive financial policy;.
"While unlikely, we could raise our ratings in the next 12 months
if Frontdoor successfully expands its geographic footprint and
boosts market penetration via its direct-to-consumer channel; or
recent margin volatility stabilizes, showing the firm's ability to
raise prices without shrinking market share and lowering
uncertainty in operating performance in light of the recent
spinoff. We could also raise our ratings if management adopts and
maintains a less-aggressive strategy with debt to EBITDA
consistently below 4x with coverage above 5x."
GASTAR EXPLORATION: Dec. 13 Combined Plan, Disclosures Hearing
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas has
issued an order scheduling the Confirmation Hearing, at which time
this Court will consider, among other things, the adequacy of the
Disclosure Statement and confirmation of the joint prepackaged plan
of reorganization filed by Gastar Exploration, Inc., and its debtor
affiliates for December 13, 2018.
Any objections to adequacy of the Disclosure Statement and
confirmation of the Plan must be filed on or before December 4,
2018, at 4:00 p.m., prevailing Central Time. Any brief in support
of confirmation of the Plan and reply to any objections must be
filed on or before December 10, 2018, at 4:00 p.m., prevailing
Central Time.
Each holder of an Allowed General Unsecured Claim, classified in
Class 7, will receive Cash in an amount equal to such Allowed
General Unsecured Claim on the later of: (i) the Effective Date; or
(ii) the date due in the ordinary course of business in accordance
with the terms and conditions of the particular transaction or
agreement giving rise to such Allowed General Unsecured Claim. The
projected amount of Class 7 Claims is $0.5 million to $2.5
million.
Hedge Party Claim, classified under Class 3, belonging to the
general unsecured claims, shall receive cash in an amount equal to
100% of the allowed amount of such holder's claims.
The remaining amount of the Hedge Party Claims Payment Amount with
respect to such holder in equal monthly installments beginning on
the first day of the first month following the Effective Date and
ending on December 1, 2019, pursuant to the Hedge Party Secured
Notes.
The pre-packaged chapter 11 plan of reorganization contemplated by
the RSA (the "Plan") provides the following distributions:
-- holders of administrative and priority claims, as well as
general unsecured claims, will receive payment in full in cash;
-- all drawn amounts under the new money component of the
Company's debtor-in-possession financing (to be provided by Ares)
will roll over into a new exit facility, with all undrawn
commitments remaining available to fund the Company's
post-emergence cash needs;
-- holders of all obligations related to the Company's
prepetition hedging program will receive payment in cash in equal
monthly installments pursuant to a new secured note through
December 2019;
-- Ares will receive $200 million in new take-back term loans
and 100 percent of the common equity of reorganized Gastar
(subject
to any warrants received by the current preferred and common
equity
holders) as a result of their obligations under the Company's
debtor-in-possession financing and first lien term loan and all of
the Company's second lien convertible note obligations; and
-- holders of existing preferred and common equity will
together
receive new warrants exercisable for up to 5% of the common equity
of reorganized Gastar so long as they do not object to, or
otherwise attempt to interfere with, the Company's restructuring.
A full-text copy of the Disclosure Statement explaining the Joint
Prepackaged Plan is available at:
http://bankrupt.com/misc/txsb18-18-29.pdf
A full-text copy of the Joint Prepackaged Plan as Modified is
available at:
http://bankrupt.com/misc/txsb18-36057-109.pdf
About Gastar Exploration
Houston, Texas-based Gastar Exploration Inc. (otcqb:GSTC) --
http://www.gastar.com/-- is a pure play Mid-Continent independent
energy company engaged in the exploration, development and
production of oil, condensate, natural gas and natural gas liquids.
Gastar's principal business activities include the identification,
acquisition and subsequent exploration and development of oil and
natural gas properties with an emphasis on unconventional reserves,
such as shale resource plays. Gastar holds a concentrated acreage
position in what is believed to be the core of the STACK Play, an
area of central Oklahoma which is home to multiple oil and natural
gas-rich reservoirs including the Meramec, Oswego, Osage, Woodford
and Hunton formations.
Gastar Exploration reported a net loss attributable to common
stockholders of $61.22 million for the year ended Dec. 31, 2017,
compared to a net loss attributable to common stockholders of
$103.53 million for the year ended Dec. 31, 2016.
As of June 30, 2018, Gastar Exploration had $339.20 million in
total assets, $434.48 million in total current and longj-term
liabilities and a total stockholders' deficit of $95.28 million.
The Debtors are represented by:
Ross M. Kwasteniet, Esq.
John R. Luze, Esq.
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
300 North LaSalle
Chicago, IL 60654
Tel: (312) 862-2000
Fax: (312) 862-2200
-- and --
Patricia B. Tomasco, Esq.
Matthew D. Cavenaugh, Esq.
JACKSON WALKER L.L.P.
1401 McKinney Street, Suite 1900
Houston, TX 77010
Tel: (713) 752-4200
Fax: (713) 752-4221
-- and --
Anna G. Rotman, Esq.
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
609 Main Street
Houston, TX 77002
Tel: (713) 836-3600
Fax: (713) 836-3601
GEM HOSPITALITY: Notifies Court of Closed Transactions
------------------------------------------------------
BankruptcyData.com reported that GEM Hospitality notified the Court
that it had closed transactions in respect of (a) its purchase of
assets of Pere Marquette Historic LLC and (b) the sale of assets to
Indure Build-To-Core Fund.
About GEM Hospitality
GEM Hospitality, LLC, and its affiliates are privately-held
companies in Peoria, Illinois, engaged in activities related to
real estate. GEM is owned by Gary Matthews and his partners. Mr.
Matthews is the developer of the Marriott Pere Marquette and
adjoining Courtyard by Marriott.
GEM Hospitality, et al., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Ill. Lead Case No. 18-80361) on March
17, 2018. The petition was signed by Jeffrey T. Varsalone, the
Debtors' chief restructuring officer. Mr. Varsalone is managing
director of CBIZ MHM, LLC.
The Debtors estimated assets and liabilities of $50 million to $100
million.
Judge Thomas L. Perkins presides over the cases.
Jonathan P. Friedland, Esq., at Sugar Felsenthal Grais & Helsinger
LLP, serves as counsel to GEM.
No official committee of unsecured creditors has been appointed.
GIBSON BRANDS: Court OKs Sale of Church St. Property for $11-Mil.
-----------------------------------------------------------------
BankruptcyData.com reported that the Court hearing the Gibson
Brands case issued an order authorizing the sale of the Debtors'
Church Street Property in Nashville, Tennessee to Somera Gibson
Church Street, LLC (the "Purchaser"). The Purchaser was the only
party to submit a qualified bid for the property
About Gibson Brands
Founded in 1894 and headquartered in Nashville, Tennessee, Gibson
Brands, Inc. -- http://www.gibson.com/-- and its subsidiaries
design and manufacture guitars and other fretted instruments.
Gibson's brands include the Les Paul, SG, Flying V, Explorer, J-45,
Hummingbird, and ES-335, among others.
Gibson Brands, Inc. and 11 affiliates commenced Chapter 11 cases
(Bankr. D. Del. Lead Case No. 18-11025) on May 1, 2018. In the
petition signed by CEO Henry E. Juszkiewicz, Gibson Brands
estimated $100 million to $500 million in assets and liabilities.
The Hon. Christopher S. Sontchi presides over the cases.
The Debtors tapped Goodwin Procter LLP as their lead counsel;
Pepper Hamilton LLP as Delaware and conflicts counsel; Alvarez &
Marsal North America, LLC as restructuring advisor; Brian J. Fox,
managing director of Alvarez & Marsal North America LLC, as chief
restructuring officer; Jefferies LLC as investment banker; and
Prime Clerk LLC as claims and noticing agent.
Paul, Weiss, Rifkind, Wharton & Garrison LLP is providing legal
counsel, and PJT Partners is the financial advisor, to the ad hoc
group of unaffiliated noteholders that is supporting the Debtors'
restructuring.
The Office of the U.S. Trustee for Region 3 appointed an official
committee of unsecured creditors on May 9, 2018. The Committee
tapped Lowenstein Sandler LLP as its legal counsel; and FTI
Consulting serves as financial advisor.
GLASGOW EQUIPMENT: Court Approves Disclosure Statement
------------------------------------------------------
Judge Mindy A. Mora of the U.S. Bankruptcy Court for the Southern
District of Florida issued an Order dated October 31, 2018,
confirming Glasgow Equipment Service, Inc.'s Chapter 11 Plan of
reorganization, with modifications, and a final order approving the
disclosure statement explaining the Plan.
The Court will conduct a status conference on January 15, 2019, at
1:30 P.M.
In the Court ruling, Judge Mora sustained in part Great American
Insurance Company's Limited Objection to Debtor's Disclosure
Statement and Debtor's Plan of Reorganization. Hence, the Debtor's
Plan is modified as follows:
(a) That in full satisfaction, settlement, release,
extinguishment, and discharge for Class 2, which referred to
allowed Banc of America Leasing & Capital, LLC Secured Claim, the
Debtor, on or before the Effective Date, shall surrender the Nissan
Cargo Vans to Banc of America Leasing & Capital, LLC or its
designee. Such satisfaction, settlement, release, extinguishment,
and discharge of such Claim shall not affect the liability of any
non-Debtor guarantor of such Claim, and such treatment applies, and
shall replace and supersede the treatment set forth in the Plan as
originally filed.
(b) That Mr. Peter H. Ward shall execute and deliver, to the
holder of the Class 3, referred to Allowed Great American Insurance
Company Secured Claim, a separate personal unconditional guaranty
of the Class 3 Installment Debt. Such provision shall apply to and
supplement the Plan as originally filed. Judge Mora noted that
nothing in the decision shall modify or impact the Order entered on
March 16, 2018 allowing Great American to collect and utilize
bonded contract funds on the Picayune Miller Pump Station Project
to offset losses on that Project. The Lift Stay Order entered by
the Bankruptcy Court in this case at ECF No. 49 shall remain fully
in effect.
The Debtor is represented by:
Eric Pendergraft, Esq.
SHRAIBERG, LANDAU & PAGE, P.A.
2385 NW Executive Center Drive, #300
Boca Raton, FL 33431
Tel: 561-443-0800
Fax: 561-998-0047
Email: ependergraft@slp.law
About Glasgow Equipment Service
Glasgow Equipment Service, Inc. -- http://www.glasgowequipment.com/
-- is a pollutant storage systems contractor serving the petroleum
equipment needs of South Florida by offering design, installation
and servicing of fuel storage and dispensing systems. The Company
is an all-inclusive fuel storage tank and fuel dispenser supplier
with the ability to provide service, retail sales, repair parts,
above ground tank installation, underground tank installation,
technician training, maintenance and support aviation fuel systems
and storage. The Company is headquartered in West Palm Beach,
Florida.
Glasgow Equipment Service filed a Chapter 11 petition (Bankr. S.D.
Fla. Case No. 18-11712) on Feb. 14, 2018. In the petition signed
by Peter H. Ward, president, the Debtor disclosed $3 million in
assets and $2.63 million in liabilities. The Hon. Paul G. Hyman,
Jr., presides over the case. Philip J. Landau, Esq., at Shraiberg
Landau & Page, P.A., serves as bankruptcy counsel. Timothy H.
Kenney, P.A., is the special counsel.
GLOBAL TELLINK: S&P Rates New $980mm 1st Lien Credit Facilities 'B'
-------------------------------------------------------------------
S&P Global Ratings assigned its 'B' issue-level rating and '3'
recovery rating to inmate telephone and tablet provider Global
Tel*Link Corp.'s proposed $980 million senior secured first-lien
credit facilities, which comprise a $940 million term loan maturing
in 2025 and a $40 million revolver maturing in 2023. The '3'
recovery rating indicates our expectation for meaningful recovery
(50%-70%; rounded estimate: 55%) in the event of a payment
default.
S&P said, "At the same time, we assigned our 'CCC+' issue-level
rating and '6' recovery rating to the company's proposed $260
million second-lien debt maturing in 2026. The '6' recovery rating
indicates our expectation for negligible recovery (0%-10%; rounded
estimate: 0%) in the event of a payment default. The proposed term
loans will be covenant lite while the revolver will contain a
springing covenant.
"We expect Global Tel*Link to use the proceeds from the term loans
to pay down its outstanding revolver balance and refinance its
existing $1.02 billion term loan maturing in 2020 (approximately
$926 million outstanding) and $255 million second-lien term loan
maturing in 2020. We will withdraw our ratings on the loans when
they are repaid in full.
"All of our other ratings on Global Tel*Link remain unchanged
because we expect the transaction to be leverage neutral. We
anticipate that the company's leverage will decline to around 5.1x
in 2019 from 5.8x in 2018 on EBITDA growth from its new product
offerings, increased usage and adoption of its services, and
contributions from accretive acquisitions. The company's current
leverage is within our upgrade/downgrade thresholds of
4.5x–6.5x."
RATINGS LIST
Global Tel*Link Corp.
Issuer Credit Rating B/Stable/--
New Ratings
Global Tel*Link Corp.
Senior Secured
$940M Term Loan Due 2025 B
Recovery Rating 3(55%)
$40M Revolver Due 2023 B
Recovery Rating 3(55%)
$260M 2nd-Ln Due 2026 CCC+
Recovery Rating 6(0%)
GNC HOLDINGS: S&P Affirms CCC+ Issuer Credit Rating, Outlook Neg.
-----------------------------------------------------------------
S&P Global Ratings affirmed its 'CCC+' issuer credit rating on
Pittsburgh-based vitamin and supplement retailer GNC Holdings Inc.
and removed all of its ratings on the company from CreditWatch,
where S&P placed them with negative implications on Feb. 14, 2018.
The outlook is negative.
S&P said, "At the same time, we affirmed our 'B' issue-level rating
on the company's $275 million FILO term loan facility. The '1'
recovery rating remains unchanged, indicating our expectation for
very high recovery (90%-100%; rounded estimate: 95%) in the event
of a payment default or bankruptcy.
"We also affirmed our 'B-' issue-level rating on the company's term
loan facility maturing in March 2021. The '2' recovery rating
remains unchanged, indicating our expectation for substantial
recovery (70%-90%; rounded estimate: 70%) in a simulated default
scenario.
"The affirmation reflects our belief that GNC's capital structure
remains unsustainable over the long term in light of its current
operating performance, including its cash flow generation, because
of increased competitive threats amid the ongoing secular changes
in the retail industry. We view the announced refinancing, and our
expectation that the company will pay down the remaining $150
million term loan B-1 before the March 2019 maturity, as providing
GNC with some time to stabilize its operations. Still, its
operating performance will need to improve significantly for it to
address its debt maturities over the long term, including its
convertible notes maturing in 2020 and the term loan B-2 maturing
in 2021.
"The negative outlook on GNC reflects our expectation that the
company will face continued competitive pressures, which may lead
to further extended declines in its operating performance.
"We could lower our rating on GNC if the company continues to lose
market share and its performance deteriorates further.
Specifically, we could lower the rating if the company's comparable
store sales decline by the mid-single-digit percent area while its
margins contract by 100 bps or more from the assumptions in our
forecast, leading to persistently weakened cash flow generation.
This could cause us to conclude that the company will pursue a
distressed exchange for its remaining debt or be unable to
refinance its capital structure at par.
"Although unlikely in the near term, we could revise our outlook on
GNC to stable if its comparable-store sales and customer traffic
trends improve by the low-single-digit percent area while its
operating margins increase by 100 bps from the assumptions in our
forecast. Under such a scenario, we would expect the company's
total sales decline to moderate and its EBITDA margins to improve
because of increased customer acceptance of new products, leading
us to believe that GNC will likely be able to refinance its capital
structure at par."
GUILBEAU MARINE: Big Red Buying M/V Todd G for $750K
----------------------------------------------------
Guilbeau Marine, Inc., asks the U.S. Bankruptcy Court for the
Eastern District of Louisiana to authorize the private sale of M/V
Todd G, Official No. 1077092, to Big Red Barge Limited Co. for
$750,000, subject to higher and better offers.
The Debtor is the owner of six vessels (five offshore supply
vessels and one crew boat) and is in the business of chartering
those vessels. It is unable to find work for the M/V Todd G in its
current condition and does not have sufficient funds available to
make the repairs necessary to have the vessel brought into working
condition. By the Application, the Debtor desires authority to
sell the M/V Todd G. The Debtor has a 100% ownership interest in
the M/V Todd G. The Todd G is an offshore supply vessel that is
130.8 ft in length and was built in 1999 by Bollinger Shipyard.
The Todd G has been tied up for three years. All of the Vessel's
certifications and documents have expired. In order for the Vessel
to go back to work it will have to go on dry dock to have the
bottom inspected, will have to undergo United States Coast Guard
topside and bottom inspections, get all certifications and
documentation renewed and all deficiencies corrected. All
deteriorated deck boards will have to be removed and the condition
of the deck and hull plating will have to undergo non-destructive
UT testing to determine the extent of deterioration and any plate
with 25% or greater deterioration will require renewal. The Debtor
does not have sufficient funds to make these repairs.
The Debtor has received an offer to purchase the Todd G from the
Buyer, a U.S. Virgin Islands limited liability company, its
designee, successor and/or assignee, for the purchase price of
$750,000. The Purchaser has complied with the Purchase Agreement
and deposited $75,000 with the counsel for the Debtor, The Derbes
Law Firm, LLC, and said funds are currently held in The Derbes Law
Firm, LLC Trust Account. The sale will be free and clear of all
liens, claims, and encumbrances with any such liens, claims, and
encumbrances to attach to the proceeds of the sale, to be paid in
accordance with the Application, further Order of the Court, or a
confirmed Plan of Reorganization.
The Debtor is not required to pay any expenses in connection with
the sale or make any repairs to the vessel. The Vessel will be
sold "as is, where is" and the Seller makes no representation or
warranty, express or implied, as to the condition of the vessel
including but not limited to any representation or warranty as to
the seaworthiness of the vessel, merchantability of the vessel or
the fitness for any particular purpose. Further, the Buyer waives
any claim it may have against the seller pursuant to La. C.C. Art.
2520 for redhibitory defects in the vessel.
The Debtor's principals have owned and operated offshore supply
vessels for over 30 years and are familiar with the value of
vessels such as the Todd G. The Debtor has actively marketed the
Todd G for sale for approximately 18 months and the present offer
represents the highest offer the Debtor has received for the Todd
G.
In the Debtor's business judgment, the sales price accurately
represents the fair market value of the Todd G in its current
condition. Further, the Debtor reached out to a well-known boat
broker, Lee Felterman, who confirmed that $750,000 was a fair sales
price for the Todd G. The survey estimates the present market
value of the Todd G to be $900,000. However, the Debtor has been
unable to obtain any offers to purchase the vessel for more than
$750,000.
Said sale is to be passed before the Purchaser's Notary at the
Purchaser's cost. The Purchaser has agreed that the closing will
occur on or before the first business day after the 15th day after
entry of the order of the Court approving the sale of theVessel
from the Seller to the Purchaser.
Pursuant to an Abstract of Title of the Todd G issued by the
National Vessel Documentation Center dated Aug. 6, 2018, the
following liens and mortgages may encumber the Todd G:
a. South Lafourche Bank & Trust Co., 13226 West Main Street,
Larose, LA 70373 asserts a first position ship mortgage on the Todd
G in the approximate amount of $3.8 million, which was filed on
June 13, 2011. (The exact amount due to South Lafourche Bank is
disputed, but it is agreed that more than the proposed sale price
is due to South Lafourche Bank.);
b. Allied Shipyard, Inc., 310 Ledet Lane, Larose, LA 70373
asserts a second position mechanic's lien in the amount of $215,106
filed on Nov. 13, 2015; (the Debtor does not dispute this lien.);
and
c. Star Tech Marine Electronics, LLC, 3295 First St., Berwick,
LA 70342 asserts a third position lien in the amount of $1,000
which was filed on Aug. 4, 2016. (The Debtor disputes the validity
of this lien as the obligation has been paid in full.)
Prior to the filing of bankruptcy, South Lafourche Bank seized the
M/V Todd G in an attempt to sell the M/V Todd G to satisfy the
obligations due to South Lafourche Bank. If the Todd G were to be
sold in a foreclosure, the sale of the Todd G would be free and
clear of all liens and interests.
There existed a bona fide dispute as to the validity of the first
mortgage in favor of South Lafourche Bank. South Lafourche Bank
filed an in rem Complaint against the M/V Todd G and the other
vessels owned by the Debtor in the Eastern District of Louisiana;
Case No. 17-8502. On May 15, 2018, Judge Kurt D. Engelhardt issued
an Order that denied South Lafourche Bank's motion for summary
judgment and stayed the proceeding pending the resolution of the
appeal pending before the U.S. Court of Appeals for the Fifth
Circuit in State Bank & Trust Co. v. M/V Lil Al, et al., No
17-30792.
The issue on appeal, as the counsel for the Debtor appreciates the
case, is whether a collateral mortgage is a valid mortgage against
a vessel, since it is a movable. The mortgage in favor of South
Lafourche Bank and against the Todd G, is a collateral mortgage.
In future sales, the Debtor reserves the right to assert that the
first mortgage of South Lafourche Bank is not a valid mortgage on
its vessels, however, for purposes of the sale only, the Debtor is
agreeable to distributing the proceeds of the sale to South
Lafourche Bank and permitting South Lafourche bank to credit bid as
set forth.
Anyone wishing to make a higher offer for the Todd G must submit a
response to the Application that:
a. is made in writing, setting forth the identity of the
offering party and specifying the amount of the initial competing
offer upon the same terms as set forth in the Agreement to
Purchase;
b. is filed with the Clerk of Court, United States Bankruptcy
Court for the Eastern District of Louisiana at 500 Poydras Street,
New Orleans, Louisiana 70130 and is transmitted and served upon
Frederick L. Bunol, attorney for Debtor, at 3700 Ridgelake Dr.,
Metairie, LA 70002 so as to be received no later than 5:00 p.m. on
the third day prior to the hearing on the Motion;
c. sets forth an offer for the Todd G in an amount that is at
least $50,000 higher than the $750,000 purchase price agreed to by
the Purchaser; and
d. is accompanied by a certified or cashier's check in the
amount of $75,000 made payable to Guilbeau Marine, Inc. as a good
faith deposit. The deposit will be received by the Debtor's
counsel no later than 5:00 p.m. on the third day prior to the
hearing on the Motion.
South Lafourche Bank may credit bid. In the event South Lafourche
Bank is the successful bidder, it will have to pay in cash: (i) the
stalking horse fee, which will not exceed $25,000; and (ii) an
amount equal to the US Trustee Fee associated with the distribution
to South Lafourche Bank, which will not exceed $4,875.
The successful bidder at the auction will consummate the sale of
the Todd G on the first business day after the 15th day after entry
of the order of the Court approving the sale of the Todd G. Should
the sale of the Todd G not be consummated within the time set forth
above, the Vessel will be sold to the next highest bidder for the
sales price submitted by the next highest bidder, and said sale
will be consummated within five business days thereafter.
The sale proceeds will be distributed as follows:
1. $4,875 will be paid to the Debtor and used by the Debtor to
pay the US Trustee Fee associated with the distribution of the sale
proceeds to its creditors.
2. In the event the Purchaser is not the successful purchaser
of the Todd G, up to $25,000 will be paid to the Purchaser in
accordance with the Stalking Horse provision set forth;
3. Any closing fees incurred by Debtor in connection with the
sale of the Todd G; and
4. The remaining sale proceeds will be paid to South Lafourche
Bank and applied toward the principal amount due to South Lafourche
Bank.
In the event the Purchaser is not the successful bidder, the Debtor
asks that the Purchaser be reimbursed up to $25,000 out of the sale
proceeds for all out of pocket expenses incurred in submitting the
Purchase Agreement and preparing for the sale including, but not
limited to, attorney fees, inspection of the vessel, costs incurred
in obtaining financing, and obtaining appraisals.
Finally, the Debtor asks a waiver of the 14-day stay imposed by
Bankruptcy Rule 6004(h) so that the sale can close before the end
of the appeal delays, if desired by the Purchaser.
A copy of the Contract attached to the Motion is available for free
at:
http://bankrupt.com/misc/Guilbeau_Marine_40_Sales.pdf
About Guilbeau Marine
Guilbeau Marine, Inc., based in Golden Meadow, LA, filed a Chapter
11 petition (Bankr. E.D. La. Case No. 18-12409) on Sept. 11, 2018.
In the petition signed by Anthony Guilbeau, Jr., president, the
Debtor estimated $1 million to $10 million in assets and
liabilities. Frederick L. Bunol, partner of The Derbes Law Firm,
L.L.C., serves as bankruptcy counsel.
HORIZON GLOBAL: S&P Lowers ICR to 'CCC', On CreditWatch Negative
----------------------------------------------------------------
S&P Global Ratings lowered the issuer credit rating on Horizon
Global Corp. to 'CCC' from 'CCC+'.
S&P said, "We also lowered our issue-level rating on the company's
first-lien debt to 'CCC' from 'CCC+', and our issue-level rating on
Horizon's convertible notes to 'CCC-' from 'CCC'. The recovery
ratings, at '3' and '5', respectively, remain unchanged, indicating
our expectation for meaningful recovery (50%-70%; rounded estimate:
55%) and modest recovery (10%-30%; rounded estimate: 15%) in a
payment default.
"We have placed all our ratings on Horizon Global Corp. on
CreditWatch with negative implications.
"The downgrade reflects our expectation that Horizon's poor
operating performance thus far in 2018 will continue due to weaker
results in Europe and the impact of tariffs in the U.S. on Chinese
imports. The company's weaker performance will result in quite high
debt to EBITDA at year-end 2018. We also forecast free cash flow,
which was negative in the first three quarters, to remain negative
in 2018. The company has indicated it is unlikely to comply with
its 7x net leverage ratio covenant for the quarter-ending December
31, 2018, and will need to renegotiate its covenants in the next
few months to avoid a default. The company could face liquidity
issues and consider a distressed exchange over the next 12 months.
"The CreditWatch Negative placement indicates we are likely to
lower our ratings on the company in the next three months based on
its ability or inability to amend its covenants and address
liquidity concerns. If Horizon can amend its covenants, address its
operating issues, increase margins faster than we expect, and start
to generate positive free cash flow, this could lead to removal of
the CreditWatch placement. On the other hand, we could lower our
ratings if Horizon cannot amend its covenants and address its
liquidity issues.
"In addition, we could lower our ratings if we believe there is an
increased likelihood that Horizon will pursue a distressed exchange
of its debt, which could be a refinancing in which lenders receive
less than originally promised."
HORIZONTAL RENTALS: Judge Denies Bid to Terminate Exclusivity
-------------------------------------------------------------
The Hon. Craig A. Gargotta of the U.S. Bankruptcy Court for the
Western District of Texas denied Roger Warncke's request for an
order terminating Horizontal Rentals Inc.'s exclusive period to
file and solicit votes for a plan.
About Horizontal Rentals
Based in Seguin, Texas-based Horizontal Rentals, Inc. --
http://horizontalrentalsinc.com/-- offers oil field equipment for
rent for the oil and gas industry. The Company offers eliminator
separation system, standard skim system, strategic Hydrodynamic
separator, gas management program, mud mixing units, light towers,
fire box systems and hydro washers.
Horizontal Rentals filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No.
18-51972) on Aug. 20, 2018. In the petition signed by Brian
Warncke, vice president, the Debtor estimated $50,000 in assets and
$1 million to $10 million in liabilities. Judge Craig A. Gargotta
presides over the case. The Law Office of David T. Cain is the
Debtor's counsel. King and Sommer, Attorney at Law, is the special
litigation counsel.
IHEARTMEDIA COMPANY: Charles Beckham Named as Fee Examiner
----------------------------------------------------------
BankruptcyData.com reported that the Court hearing the iHeartMedia
case (i) appointed Charles A. Beckham as a fee examiner and (ii)
established procedures for the consideration of fee compensation
and expenses requests.
About iHeartMedia, Inc.
and iHeartCommunications, Inc.
iHeartMedia, Inc. (PINK:IHRT), the parent company of
iHeartCommunications, Inc., is a global media and entertainment
company. Based in San Antonio, Texas, iHeartCommunications
specializes in radio, digital, outdoor, mobile, social, live
events, on-demand entertainment and information services for local
communities, and uses its unparalleled national reach to target
both nationally and locally on behalf of its advertising partners.
The Company operates 849 radio stations. The Company's outdoor
business reaches over 34 countries across five continents.
To implement a balance sheet restructuring, iHeartMedia and 38 of
its subsidiaries, including iHeartCommunications, Inc., filed
voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 18-31274) on March
14, 2018. The cases are pending before the Honorable Marvin Isgur,
and the Debtors have requested joint administration of the cases.
Clear Channel Outdoor Holdings, Inc. and its subsidiaries did not
commence Chapter 11 proceedings.
As of Sept. 30, 2017, iHeartCommunications had $12.25 billion in
total assets, $23.93 billion in total liabilities, and a total
stockholders' deficit of $11.67 billion.
The Debtors have hired Kirkland & Ellis LLP as legal counsel;
Jackson Walker L.L.P. as local bankruptcy counsel; Munger, Tolles &
Olson LLP as conflicts counsel; Moelis & Company and Perella
Weinberg Partners L.P as financial advisors; Alvarez & Marsal as
restructuring advisor; and Prime Clerk LLC as notice & claims
agent.
The 2021 Noteholder Group is represented by Gibson Dunn & Crutcher
LLP and Quinn Emanuel Urquhart & Sullivan, LLP as co-counsel; and
GLC Advisors & Co. as financial advisor. The ad hoc group of Term
Loan Lenders is represented by Arnold & Porter Kaye Scholer LLP as
counsel; and Ducera Partners as financial advisor. The Legacy
Noteholder Group is represented by White & Case LLP as counsel. The
Debtors' equity sponsors are represented by Weil, Gotshal & Manges
LLP as counsel.
The Office of the U.S. Trustee for Region 7 on March 21, 2018,
appointed seven creditors to serve on the official committee of
unsecured creditors in the Chapter 11 cases of iHeartMedia, Inc.
and its affiliates. The Committee tapped Akin Gump Strauss Hauer &
Feld LLP as its legal counsel, FTI Consulting, Inc., as its
financial advisor, and Jefferies LLC as its investment banker.
INDIANA HOTEL: Court Grants Bid to Voluntarily Dismiss Ch. 11 Case
------------------------------------------------------------------
Bankruptcy Judge Thomas J. Tucker entered an order granting Indiana
Hotel Equities, LLC's motion to voluntarily dismiss its chapter 11
bankruptcy case with modifications.
The Indiana Airport Authority filed an objection to the motion. The
Court finds that in light of the modifications, any remaining
objection(s) of the IAA are not well taken, and they are now
overruled. Even if the Court were to assume that the Debtor filed
or prosecuted this bankruptcy case in bad faith, as argued by the
IAA, and/or that "cause" exists under 11 U.S.C. section 349(a) to
dismiss this case with prejudice -- subjects about which the Court
need not and does not now express any opinion -- the Court still
would have discretion and would exercise its discretion, to dismiss
the case.
The Court finds and concludes that the dismissal of the case (1) is
sufficient to prevent any future abuse of the type feared by the
IAA that may occur if a new bankruptcy case is ever filed by or
against the Debtor; and (2) is sufficient to protect the IAA from
such potential abuse.
The bankruptcy case is dismissed without prejudice, subject to the
following condition: The condition is that Debtor may not file
another voluntary petition for relief under the Bankruptcy Code or
be the subject of an involuntary petition under the Bankruptcy
Code, unless and until the Indiana trial court, the Indiana
appellate court or the Indiana Supreme Court enters an order
reversing, modifying, or vacating, in whole or in part, the Order
Denying Indiana Hotel Equities,
LLC's Motion for Summary Judgment and Granting Indiana Airport
Authority's Cross- Motion for Summary Judgment in Indiana Hotel
Equities, LLC v Indiana Airport Authority, Marion County Superior
Court, Indiana, entered on March 28, 2018, subject to any party in
interest's, including Debtor's and IAA's, ability to file a motion
for relief from this Order or a similar procedural motion or
action.
The obligation to pay the U.S. Trustee quarterly fees and file
required reports will not be affected, and if the Debtor does not
timely pay any unpaid quarterly fees, the U.S. Trustee may seek to
reopen this case and request conversion to a chapter 7
liquidation.
A copy of the Court's Order dated Nov. 2, 2018 is available for
free at:
http://bankrupt.com/misc/mieb13-35998-1053.pdf
About Indiana Hotel Equities
Indiana Hotel Equities, LLC, is a real estate company whose
principal assets are located at 2500 S. Highschool Road,
Indianapolis, Indiana.
Indiana Hotel Equities sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Mich. Case No. 18-45185) on April 10,
2018. In the petition signed by Remo Polselli, principal, the
Debtor estimated assets of $1 million to $10 million and
liabilities of less than $500,000. Judge Thomas J. Tucker
presides
over the case. The Debtor tapped Robert Bassel, Esq., as its
legal
counsel.
IRIDIUM COMMUNICATIONS: Egan-Jones Cuts Sr. Unsec. Ratings to BB-
-----------------------------------------------------------------
Egan-Jones Ratings Company, on November 6, 2018, downgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by Iridium Communications Incorporated to BB- from
BB+.
Iridium Communications Inc. is a publicly traded American company
headquartered in McLean, Virginia. Iridium operates the Iridium
satellite constellation, a system of 66 active satellites used for
worldwide voice and data communication from hand-held satellite
phones and other transceiver units.
JAMES L. DENT: Sets Bid Procedures for Thonotosassa Property
------------------------------------------------------------
James L. Dent asks the U.S. Bankruptcy Court for the Middle
District of Florida to authorize the bidding procedures in
connection with the sale of his homestead real property located at
12449 Kelso Road, Thonotosassa, Florida and certain tangible and
intangible personal property located therein, at auction.
The Debtor, via his approved broker, Tranzon Driggers, is in the
process of marketing certain of his assets for sale, including his
homestead property and a property owned by his company, and
proposes to establish procedures for a bid and sale process. The
goal is a transparent process designed to determine the highest and
best bid for the assets under current market conditions.
The Debtor, at all times, was the sole managing member of his
company, Safe Haven Property Investors, LLC. The LLC has been
administratively dissolved. The LLC's only assets include two real
properties. It solely rents the rental properties. The Debtor has
at all times been the 100% equity owner of the LLC.
The LLC owns certain real property located at 314 Springdale Place,
Tampa, Florida.
As stated in the Debtor's Plan of Reorganization, and as stated in
the Agreed Order on Debtor's Emergency Motion for Turnover of
Possession of Property of the Estate, the Debtor has determined
that it would be in the best interest of its creditors and the
estate to sell the Homestead Property, and the Springdale Property
(to the extent necessary for his plan to be feasible) pursuant to
Sections 363 and 365 of the Bankruptcy Code. The Debtor has
retained Tranzon Driggers to market and auction the Homestead
Property and the Springdale Property.
By the Motion, the Debtor proposes a sale of his Homestead
Property. It will be sold free and clear of all liens, claims and
encumbrances. The Debtor also asks authority to assume and/or
assign to the purchaser all their right, title and interest in and
to the executory contracts, leases, and agreements free and clear
of all liens, claims and encumbrances. The sale of the Homestead
Property will be on an "as is, where is" basis and without
representations or warranties of any kind, nature, or description.
The Debtor believes that a sale, free and clear of all liens,
claims and encumbrances, of his homestead property, pursuant to a
certain Purchase & Sale Agreement to any other Qualified Bidder
making a higher and better Qualified Bid will maximize their value
to his estate and will represent the best possible outcome for the
case.
Upon information and belief, the Homestead Property may be
encumbered by the following claims, liens and encumbrances: (a) JEG
Family Trust; (b) TLGFY, LLC Capital One, N.A. as collateral
assignee of TLGFY, LLC; (c) TLOA of Florida, LLC; (d) IRS; and (e)
Hillsborough County Tax Collector.
The Debtor proposes a procedures hearing for the week of Oct. 31,
2018 with a Sale Hearing to take place on Nov. 15, 2018. The
proposed time frame will give interested parties more than two
weeks from the filing of the Motion to conduct due diligence and
submit bids.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: Nov. 13, 2018 at 3:00 p.m.
b. Initial Bid: The gross contract price will be equal to a
high bid plus a 10% Buyer's Premium
c. Deposit: $25,000
d. Auction: After the bids have been submitted to, recorded
and analyzed by Tranzon Driggers, the Debtor reserves the right to
conduct a best and final online auction which will take place on
Nov. 14, 2018 from 9:00 a.m. to 3:00 p.m. Only the top three
bidders or the bidders within 20% of the highest bidder will be
qualified to participate in the online auction.
e. Bid Increments: $25,000
f. Sale Hearing: Nov. 15, 2018 at (TBD) (EST)
g. Closing: Dec. 14, 2018
The Debtor believes that a sale will maximize the return to all
creditors of his estate and will ensure his successful
reorganization. The value of the Homestead Property to be sold
will exceed the alleged liens and costs of sale.
A copy of the proposed Agreement attached to the Motion is
available for free at:
http://bankrupt.com/misc/James_Dent_73_Sales.pdf
The Debtor asks that, upon entry of the Final Sale Order, the Court
waives the 14-day stay requirements of Bankruptcy Rules 6004(h) and
6006(d).
Counsel for Debtor:
Katie Brinson Hinton, Esq.
MCINTYRE THANASIDES BRINGGOLD, ET. AL.
500 E. Kennedy Blvd., Ste. 200
Tampa, FL 33602
Telephone: (813) 223-0000
Facsimile: (813) 899-6069
E-mail: james@mcintyrefirm.com
James L. Dent sought Chapter 11 protection (Bankr. M.D. Fla. Case
No. 18-04601) on June 1, 2018. The Debtor tapped James W. Elliott,
Esq., at McIntyre Thanasides Bringgold, et al., as counsel.
Tranzon Driggers is appointed by the Court as Broker.
JOSEPH MUSUMECI: Dagostinos Buying Brigantine Property for $615K
----------------------------------------------------------------
Joseph A. Musumeci asks the U.S. Bankruptcy Court for the District
of New Jersey to authorize the sale of the real property at 20
Atlantis Cove, Brigantine, New Jersey to Frank Dagostino and Jenine
Dagostino for $615,000.
According to the Debtor's bankruptcy petition, Deborah L. Grottola
holds a mortgage on the Property. The mortgage amount is in excess
of $900,000. The Property is a vacant lot zoned residential.
Upon information and belief, there may be outstanding real estate
taxes and municipal charges, to be paid at closing, the amounts due
to be determined. The real estate taxes are to be paid by the
Lender or the Purchaser.
The Debtor has entered into a contract to sell the Property to the
Buyers for the purchase price of $615,000. The Lender, Deborah
Grottola, has consented to the sale free and clear of her mortgage,
and has agreed to provide purchase money financing to Frank and
Jenine Dagostino in the amount of $500,000 if they are the
successful purchasers as approved by the Court. The Lender has
agreed, as set forth in the Contract, to carve out and pay to the
Debtor's estate $10,000 upon closing of the sale.
There is more than adequate business justification to sell the
Property. The Debtor's decision to sell the Property is supported
by compelling business reasons, including the benefit to the
creditors of the Debtor's estate. The Property has no equity given
the amount of the Mortgage and yet the estate will benefit by
receiving the agreed upon carveout upon closing. The sale of the
Property is a component of the Debtor's Plan of Liquidation.
The Debtor asks the Court to waive to the 10-day under the Fed. R.
Bankr. Proc. 6004(h).
A copy of the Agreement attached to the Motion is available for
free at:
http://bankrupt.com/misc/Joseph_Musumeci_88_Sales.pdf
A hearing on the Motion is set for Nov. 20, 2018, at 10:00 a.m.
The Purchasers:
Frank Dagostino and Jenine Dagostino
4949 Blalook Road
Houston, TX 77041
The Purchasers are represented by:
Julie M. Murphy, Esq.
Hyland Levin LLP
6000 Sagemore Drive, Suite 6301
Marlton, NJ 08053-3900
E-mail: murphy@hvlandlevin.com
Joseph A. Musumeci sought Chapter 11 (Bankr. D.N.J. Case No.
16-34103) on Nov. 30, 2017. The Debtor tapped David L. Bruck,
Esq., at Greenbaum, Rowe, Smith, Et Al.
K&S UTILITY: Unsecured Creditors to Get $10K Under Plan
-------------------------------------------------------
K&S Utility Contractors, Inc., filed a disclosure statement
explaining a Chapter 11 plan of reorganization.
Class 13 Allowed Claims of the Unsecured Creditors are impaired
under the Plan and will be satisfied in full as follows: The
holders of Class 13 Allowed Unsecured Claims shall receive on
account of their undisputed claims, a pro rata share of the total
sum of $10,000.00, thirty (30) days after the Effective Date, in
full satisfaction of their respective claims. The Class 13 Allowed
Unsecured Claims are estimated to be approximately $350,000.00. The
unsecured creditors would not receive any dividend. In the
alternative, confirmation of Debtor's plan will pay the tax and
secured claims in full, will pay all administrative creditors in
full, and will pay the unsecured creditors $10,000.00.
Class 1 Claimants are not impaired under the Plan. Such Classes,
therefore, are deemed to have accepted the Plan. The Class 2 and 6
through 14 Claimants are impaired as defined by Section 1124 of the
Code. The Debtor is seeking the acceptance of the Plan by Claimants
in Classes 2 and 6 through 14.
The Plan contemplates the consummation of the asset purchase
agreement and the liquidation of Debtor's remaining assets to
complete payment of the outstanding balance owed to the Internal
Revenue Service. The Plan provides for impairment for most of the
creditors. The Plan is intended to deal with all Claims against the
Debtor and property of the estate of Debtor of whatever character,
whether or not the Claims have been allowed by the Court pursuant
to Section 502 of the Code. However, only those Claims allowed
pursuant to Section 502 of the Code will receive any distributions
or property as provided for under the Plan. The provisions of the
Plan are without prejudice to the objections held by Debtor to the
allowances of said Claims.
A full-text copy of the Disclosure Statement dated October 31,
2018, is available at:
http://bankrupt.com/misc/txnb18-1831636hdh11-70.pdf
Attorney for Debtor:
T. Craig Sheils SheilsWinnubst, Esq.
A Professional Corporation
1701 N. Collins Blvd., Suite 1100
Richardson, TX 75080
Tel: (972) 644-8181
Fax: (972) 644-8180
Email: craig@sheilswinnubst.com
About K&S Utility Contractors
K&S Utility Contractors, Inc., is a water main contractor based in
Seagoville, Texas.
K&S Utility Contractors filed a Chapter 11 petition (Bankr. N.D.
Tex. Case No. 18-31636) on May 14, 2018, listing $500,000 to $1
million in estimated assets and $1 million to $10 million in
estimated liabilities. The petition was signed by Glenda Koller,
president. The case is assigned to Judge Harlin DeWayne Hale.
Thomas Craig Sheils, Esq., at SHEILS WINNUBST P.C., is the
Debtor's
counsel.
KEYSTONE PODIATRIC: Dec. 18 Hearing on Disclosure Statement
-----------------------------------------------------------
Judge Henry W. Van Eck of the U.S. Bankruptcy Court for the Middle
District of Pennsylvania will hold a hearing to consider approval
of Keystone Podiatric Medical Associates, P.C.'s disclosure
statement and plan under Chapter 11 of the Bankruptcy Code.
The confirmation hearing is set on December 18, 2018, at 9:30 A.M.
December 15, 2018 is fixed as the last day for filing and serving
in accordance with Federal Rules of Bankruptcy Procedure 3017(a)
written objections to the disclosure statement.
Under the Debtor's plan, Class 6 general unsecured creditors will
receive 5% of each allowed Class 6 Claim, payable in five 5 equal
annual installments of 1% each.
The Debtor will operate its podiatric medical business. The Debtor
has instituted cost-cutting measures and believes that its cash
flow is improving. The Debtor will bill its patients and collect
the receivables and any other proceeds owed to it for providing
services to patients. The Debtor believes that because of the
cost-cutting efforts and the other efforts with respect to
operations, the Debtor can be profitable and fund the Plan.
A copy of the Disclosure Statement is available for free at:
http://bankrupt.com/misc/pamb1-18-00062-93.pdf
About Keystone Podiatric Medical Associates
Keystone Podiatric Medical Associates, P.C. --
https://www.keystonefootdoc.com/ -- provides foot and ankle care in
Biglerville, West Shore, Londonderry, and Paxtonia. Keystone
Podiatric sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. M.D. Pa. Case No. 18-00062) on Jan. 9, 2018. In the
petition signed by Richard A. Rogers, DPM, CEO, the Debtor
estimated assets of less than $50,000 and liabilities of $1 million
to $10 million. Judge Henry W. Van Eck presides over the case.
Cunningham, Chernicoff & Warshawsky, P.C., is the Debtor's counsel.
Drake Hileman & Davis, P.C., is the special counsel.
LE-MAR HOLDINGS: Sets Bidding Procedures for All Assets
-------------------------------------------------------
Le-Mar Holdings, Inc., Edwards Mail Service, Inc., and Taurean
East, LLC, ask the U.S. Bankruptcy Court for the Northern District
of Texas to authorize the bidding procedures in connection with the
sale of substantially all their assets, or a portion of such
assets, to highest and best bidder at auction.
After the Petition Date, the Debtors employed RSG Restructuring
Advisors, LLC as an investment advisor for the Debtors to focus on
two capital raise processes: (i) debt and/or equity capital to fund
the plan of reorganization, and/or (ii) the sale of their
businesses in part or in whole.
Beginning in June 2018, RSG embarked on a comprehensive marketing
effort, including exploring various strategic alternatives, such as
a transaction involving a sale of all or a portion of the Debtors'
assets. As a result of these efforts, the Debtors received several
preliminary indications of interest from potential purchasers.
Ultimately, however, they were unable to negotiate a stalking horse
agreement prior to filing the Motion. Rather than delay the filing
of the Motion, the Debtors have determined that it is in the best
interests of their estates and creditors to file the Motion without
a stalking horse bidder and to open the sale to all interested
parties.
By the Motion, the Debtors ask entry of the Bidding Procedures
Order:
i. authorizing and approving the proposed Bidding Procedures
for the marketing and Sale of the Debtors' Assets; (ii)
authorizing, but not requiring, the Debtors to (a) enter into a
Stalking Horse Agreement on Nov. 7, 2018, with one or more bidders
Stalking Horse Bidder(s) for the purpose of establishing a minimum
acceptable bid(s) for the Assets (b) provide any Stalking Horse
Bidder(s) with a break-up fee of up to 2% of the guaranteed cash
purchase price proposed in the Stalking Horse Bid, and (c)
reimburse any Stalking Horse Bidder(s) for all reasonable and
actual costs and expenses up to an amount equal to $25,000 incurred
by such Stalking Horse Bidder(s) in connection with its bid;
ii. establishing Nov. 9, 2018 at 5:00 p.m. (CT) as the deadline
for submitting a Qualified Bid;
iii. scheduling the Auction, if necessary, on Nov. 14, 2018
beginning at 10:00 a.m. (CT) at the offices of Underwood Perkins
P.C. 5420 LBJ Freeway, Two Lincoln Centre, Suite 1900, Dallas,
Texas 75240;
iv. scheduling the Sale Hearing before the Court to consider
entry of the Sale Order approving and authorizing the Sale of the
Assets on Nov. 15, 2018 at 1:30 p.m. (CT);
v. scheduling a deadline to object to the Sale of Nov. 15,
2018 at 12:00 p.m. (CT);
vi. approving the Auction and Sale Notice to be provided in
connection the Auction; and
vii. establishing procedures to determining the Cure Amounts for
the assumption and/or assignment of executory contracts and
unexpired leases, including the form of the Assumption and
Assignment Notice and the manner of service of the Assumption and
Assignment Notice; and
In addition to the entry of the Bidding Procedures Order, the
Debtors ask entry of the Sale Order: (i) authorizing and approving
the sale of the Assets subject to the Stalking Horse APA or such
other form of asset purchase agreement between the Debtors and the
Successful Bidder at the Auction free and clear of all liens,
claims, encumbrances, and other interests; and (ii) authorizing and
approving the assumption and assignment of certain executory
contracts and unexpired leases.
The Debtors propose to sell substantially all, or a portion, of
their Assets, including all rights and interests under their (i)
operating contracts with the USPS and (ii) equipment leases,
equipment, real property, software, intellectual property, cash,
and accounts receivable; provided, however, that Debtors'
pre-petition claims and causes of action, and their claims and
causes of action and any other avoidance actions or under similar
or related state or federal statutes and common law will not
constitutes Assets to be sold and will not be sold.
The Assets will be sold free and clear of all liens, claims,
encumbrances, rights, remedies, restrictions, pledges, interests,
liabilities, charges, options, and contractual commitments of any
kind or nature whatsoever, whether arising before or after the
Petition Date, whether at law or in equity. The sale of the Assets
will also be on an "as is, where is" basis and without
representations or warranties of any kind, nature, or description
by the Debtors, their estates, or their agents or representatives.
The Debtors also may consider bids that call for the purchase of
the less than substantially all of the Assets, as well as bids for
substantially all of the Assets, if the Debtors, in their business
judgment and in consultation with the Consultation Parties, believe
that such bids will result in a value maximizing transaction. Any
bid must be accompanied by at least 5% of the purchase price
proposed in the Qualified APA as a good faith deposit. The Bidder
will consummate the purchase of the relevant Assets by Dec. 31,
2018, following entry of the Sale Order.
As soon as is practicable after the Bid Deadline, the Debtors will
file with the Bankruptcy Court and serve the Assumption and
Assignment Notice.
The Debtors believe that the prompt Sale of the Assets by auction
presents the best opportunity to realize the maximum value of the
estates' assets for distribution to creditors and is required under
the terms of the Debtors' proposed DIP Facility. They further
believe that the net benefit to their creditors may be adversely
affected absent an immediate Sale, as a result of their continued
inability to service their customers.
Because of the potentially diminishing value of the Assets, the
Debtors must close the sale promptly after all closing conditions
have been met or waived. Accordingly, they ask the Court to waive
the 14-day stay period imposed under Bankruptcy Rules 6004(h) and
6006(d).
A copy of the Bidding Procedures and APA attached to the Motion is
available for free at:
http://bankrupt.com/misc/Le-Mar_Holdings_754_Sales.pdf
About Le-Mar Holdings
Le-Mar Holdings, Inc., is a mid-sized company in the general
freight trucking business with operations in Grand Prairie,
Amarillo, Midland, Abilene, San Angelo, Austin, San Antonio, Lufkin
and Lubbock.
Chuck and Tracey Edwards own approximately 63.9% of the equity
interests in Le-Mar while the Lawrence and Margie Edwards'
Grand-Children's Trust owns approximately 36.1% of the equity
interests. Le-Mar Holdings owns 100% of the equity interests of
Edwards Mail Service, Inc., and 50% of the membership interests of
Taurean East, LLC. Chuck and Tracey Edwards own 50% of the
membership interests of Taurean East.
Le-Mar Holdings, Edwards Mail and Taurean East sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case Nos.
17-50234 to 17-50236) on Sept. 17, 2017. In the petitions signed
by Chuck Edwards, its president, Le-Mar Holdings estimated assets
and liabilities of $1 million to $10 million.
Le-Mar Holdings engaged Moses & Singer LLP as legal counsel, and
Underwood Perkins, P.C., as local counsel. Ogletree Deakins Nash
Smoak & Steward, P.C., is special counsel.
The Official Committee of Unsecured Creditors formed in the case
retained Tarbox Law P.C., and Kelley Drye & Warren LLP as counsel.
Colliers International North Texas, LLC, was appointed by the Court
as a real estate broker on Jan. 10, 2018.
RSG Restructuring Advisors, LLC, was appointed by the Court as
investment advisor on June 11, 2018.
LEGALZOOM.COM INC: Moody's Rates New Sr. 1st Lien Loans 'B3'
------------------------------------------------------------
Moody's Investors Service affirmed LegalZoom.com, Inc.'s B3
Corporate Family Rating and B3-PD Probability of Default Rating
following the announcement of a dividend recapitalization
transaction. At the same time, Moody's assigned B3 ratings to the
company's new senior secured first lien revolver and term loan. The
rating outlook is stable.
LegalZoom plans on raising a new $530 million first lien term loan
B to repay the company's existing first lien and second lien debt.
Excess proceeds will be used to fund a $112 million dividend to
shareholders and pay fees and expenses associated with the
transaction. Moody's is taking no action on the existing first and
second lien debt ratings and will withdrawal those ratings at the
close of the transaction.
Moody's views the transaction as credit negative as it increases
leverage from approximately 7.1x to 8.5x (Moody's-adjusted, as of
September 30, 2018 and after the expensing of capitalized software
development) and raises cash interest expense. However, Moody's
affirmed the B3 CFR on the expectation that LegalZoom will continue
to grow earnings, such that it deleverages to 7.0x by the end of
2019, while maintaining good free cash flow and liquidity.
"LegalZoom's growth will slow as product enhancement benefits roll
off and as competition increases. High leverage, limited scale and
scope, and inherent cyclicality remain key concerns only partially
mitigated by healthy cash flow," according to Harold Steiner,
Moody's lead analyst for LegalZoom.
Moody's took the following rating actions on LegalZoom.com, Inc.:
Corporate Family Rating, affirmed at B3
Probability of Default Rating, affirmed at B3-PD
$40 million Senior Secured First Lien Revolver due 2023, assigned
at B3 (LGD3)
$530 million Senior Secured First Lien Term Loan B due 2024,
assigned at B3 (LGD3)
Outlook Actions:
Outlook, remains Stable
RATINGS RATIONALE
LegalZoom.com, Inc.'s B3 CFR broadly reflects the company's
persistently high leverage stemming from its aggressive financial
policies, the business risk stemming from its limited scale and
scope, and its inherent cyclicality. Pro forma the proposed
dividend recap, its third since 2015, Moody's-adjusted
debt-to-EBITDA is high for the rating at approximately 8.5x (after
expensing capitalized software development, 5.9x on a cash EBITDA
basis that includes the change in deferred revenue in EBITDA.)
While revenue growth has recently accelerated thanks to a product
update, Moody's expects it to slow back down to the high-single
digit percentage range as this transitory benefit rolls off and as
competition intensifies. As such, deleveraging is expected to be
slower than it has been following previous recaps. A slower pace of
deleveraging is disconcerting given the company's inherent
cyclicality. Nonetheless, Moody's expects the company to deleverage
to 7.0x by the end of 2019 thanks to high single-digit earnings
growth and maintain good liquidity with healthy free cash flow
generation in the mid-single digits range as a percentage of debt.
The company's established brand and good market position within
digitally-delivered legal services also remain key rating
considerations, and should provide some degree of support as
competition intensifies.
The stable outlook reflects Moody's expectation for revenue growth
in the high-single digit percentage range, FCF-to-debt in the
mid-single digit percentage range, and debt-to-EBITDA declining
towards the low-7.0x range (mid-5x range on a cash EBITDA basis) in
2019.
The ratings could be upgraded if the company sustains FCF-to-lower
debt above 5% and debt-to-EBITDA below 5.5x, while committing to a
more conservative financial policy.
The ratings could be downgraded if the company's revenue and
earnings growth slows more than expected, such that its currently
elevated debt-to-EBITDA leverage remains above 7.0x. Additionally,
a deterioration in liquidity or FCF-to-debt sustained below 2.0%
could result in a downgrade.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
Headquartered in Glendale, CA, LegalZoom is an online legal
services provider, facilitating access to legal services for small
businesses, families and individuals. LegalZoom is privately-held
by a consortium of financial sponsors, employees, and other early
investors.
LEGALZOOM.COM, INC: S&P Affirms 'B-' ICR, Outlook Positive
----------------------------------------------------------
S&P Global Ratings affirmed its 'B-' issuer credit rating to
Glendale, Calif.-based LegalZoom.com Inc. The outlook is positive.
S&P said, "We also assigned our 'B' issue-level rating and '2'
recovery rating to the company's $530 million term loan due 2024.
The '2' recovery rating indicates our expectation for substantial
recovery of principal (70% to 90%, rounded estimate: 70%) in a
default.
"The outlook revision reflects the strengthening financial position
of LegalZoom despite the proposed debt-funded dividend. Over the 12
months ended Sept. 30, 2018, strong operating performance resulted
in revenue growing 20% year over year, or a 29% increase when
including deferred revenue growth, and we expect free operating
cash flow to debt to reach about 6% in 2018. Our expectations for
double-digit percent revenue growth and improving operating cash
flows should help LegalZoom to deleverage such that our adjusted
debt-to-EBITDA ratio falls below our upgrade threshold of 7.5x over
the next 12 months. We remain somewhat cautious, however, that the
company could continue to favor shareholder returns given its
established history of large annual debt-financed dividends.
Moreover, in 2018 corporate control was transferred to a broader
group of new institutional investors, and this suggests the
potential for improved corporate governance.
"We could raise the rating to 'B' within the next 12 months,
provided we gain further confidence on the curtailment of one-time
costs, leverage remains consistently below 7.5x, and reported FOCF
to debt remains comfortably in excess of 5%.
"We could raise the rating over the next 12 months if the company
demonstrates strong operating performance and deleveraging through
EBITDA growth such that debt to EBITDA is sustained at less than
7.5x, or FOCF to debt is sustained in the mid- to high-single-digit
percentage range.
"We could revise our outlook to stable if operating performance
deteriorates, or if the company pursues additional debt financed
dividends or large debt-funded acquisitions that result in elevated
leverage. A downgrade would most likely result from sustained FOCF
deficits, or if we consider the capital structure to be
unsustainable, which would be caused by the loss of subscribers,
greater than expected competitive pressures, or regulatory risk
factors."
LEWIS SPECIALTIES: Dec. 19 Plan Confirmation Hearing
----------------------------------------------------
Judge Bill Parker of the U.S. Bankruptcy Court for the Eastern
District of Texas conditionally approved Lewis Specialties Trucking
Service LLC's disclosure statement explaining its Chapter 11 plan
of reorganization for small business.
December 13, 2018, at 4:00 P.M., is fixed as the last day for
filing written acceptances or rejections of the Debtor's proposed
Chapter 11 plan.
December 18, 2018, at 1:30 P.M., is the schedule to consider final
approval of the Debtor's Disclosure Statement and to consider the
confirmation of the Debtor's proposed Chapter 11 Plan.
Judge Parker, however, noted that if an objection to confirmation
is timely filed and cannot be resolved by the parties prior to the
December 18 hearing, the parties are advised that such confirmation
hearing shall be continued to January 19, 2019, at 10:00 A.M.
Under the Plan, general unsecured creditors are classified in
Class
6 and will receive a distribution of 8% of their allowed claims to
be paid a total of $500.00 in equal monthly installments of
principal in the amount of $30,000.00 over 60 consecutive months
beginning 30 days after confirmation of the final plan. No
interest
shall be paid.
The Debtor anticipates the continued operations of the business to
fund the Plan.
A full-text copy of the Disclosure Statement dated November 1,
2018
is available for free at:
http://bankrupt.com/misc/txeb18-10175-64.pdf
About Lewis Specialties Trucking
Founded in 1992, Lewis Specialties Trucking Service LLC --
http://www.lewisspecialties.com/-- offers full-service truck and
trailer maintenance, truck painting, washing, repairs, and
refurbishing, to name a few.
The Debtor previously filed a Chapter 11 petition (Bankr. E.D. Tex.
Case No. 17-10270) on May 5, 2017.
Lewis Specialties Trucking Service filed a Chapter 11 petition
(Bankr. E.D. Tex. Case No. 18-10175) on May 4, 2018. The Hon. Bill
Parker presides over the case. In the petition signed by Antonio
Lewis, president, the Debtor disclosed $626,800 in assets and $1.21
million in liabilities. Diane S. Barron, Esq., at Barron and
Barron, L.L.P., serves as bankruptcy counsel.
LINEN LOCKER: Given Additional 30 Days to File Chapter 11 Plan
--------------------------------------------------------------
The Hon. Caryl E. Delano of the U.S. Bankruptcy Court for the
Middle District of Florida, at the behest of The Linen Locker, LLC,
has granted Debtor an additional 30 days from the entry of the
Order to file the Disclosure Statement and Plan of Reorganization.
The Troubled Company Reporter has previously reported that the
Debtor asked the Court to extend the time to file its disclosure
statement and plan of reorganization because it needed time to
finalize its financial projections while the Debtor apply for
debtor-in-possession financing.
About The Linen Locker
The Linen Locker, LLC, is engaged in the dry cleaning and laundry
business. The Linen Locker filed a Chapter 11 petition (Bankr.
M.D. Fla. Case No. 18-05188) on June 22, 2018. In the petition
signed by David G. Walstad, operating manager, the Debtor disclosed
$521,050 in assets and $1 million in liabilities. Samantha L.
Dammer, Esq., at Tampa Law Advocates, P.A., is the Debtor's
counsel. No official committee of unsecured creditors has been
appointed in the Chapter 11 case.
MATTRESS FIRM: Court OKs $525M Exit Commitment Letter
-----------------------------------------------------
BankruptcyData.com reported that the Court hearing the Mattress
Firm case authorized the Debtors (i) to agree and execute an exit
commitment letter (the "Exit Commitment Letter"), (ii) to agree to
a commitment fee (the "Commitment Fee") that would be treated as a
superpriority administrative expense and (iii) to file the Exit
Commitment Letter under seal.
BankruptcyData related that "The 'Exit Commitment Letter', relating
to secured exit financing facilities consists of (x) a new senior
secured asset-based revolving credit facility in an aggregate
principal amount of up to $125,000,000 (the 'ABL Facility'), and
(y) a new senior secured term loan credit facility in the aggregate
principal amount of $400,000,000 (the 'Term Facility' and, together
with the ABL Facility, the 'Exit Facilities'). The Debtors have
procured the Exit Commitment Letter, which provides for financing
in an aggregate amount of up to $525 million from the commitment
parties (the 'Commitment Parties'), the terms of which are embodied
in the Exit Commitment Letter. The Debtors respectfully submit that
the Exit Commitment Letter contains reasonable terms and conditions
and will ensure the Debtors have in place sufficient financing to
emerge from chapter 11 as expeditiously as possible. Accordingly,
by this Motion, as required under the terms of the Exit Commitment
Letter, the Debtors seek authority to proactively assume the
benefits and perform their obligations under the Exit Commitment
Letter, including the approval of the Commitment Fee as a
superpriority administrative expense under section 503(b)(1) of the
Bankruptcy Code."
About Mattress Firm
Founded in 1986, Mattress Firm -- https://www.mattressfirm.com/ --
is a specialty mattress retailer headquartered in Houston, Texas,
operating more than 3,230 stores across 49 states (including
franchise locations). Mattress Firm offers a broad selection of
mattress products and bedding accessories from leading
manufacturers and brand names, including Serta, Simmons, tulo,
Sleepy's, Chattam & Wells and Purple.
Mattress Firm and its affiliate-debtors filed a voluntary petition
for relief under chapter 11 of the Bankruptcy Code in the U.S.
Bankruptcy Court for the District of Delaware (Bankr. D. Del. Lead
Case No. 18-12241) on Oct. 5, 2018.
At the time of filing, the Debtors estimated $1 billion to $10
billion in both assets and liabilities.
Sidley Austin LLP, led by Bojan Guzina, Matthew E. Linder, and
Blair M. Warner, serves as the Debtors' attorneys. Young Conaway
Stargatt & Taylor, LLP, led by Robert S. Brady, Edmon L. Morton,
and Ashley E. Jacobs, serves as the Debtors' Delaware counsel.
AlixPartners, LLP, is the Debtors' financial advisor; Guggenheim
Securities, LLC is the Debtors' investment banker; and Epiq
Bankruptcy Solutions is the Debtors' claims & noticing agent.
MATTRESS FIRM: Gets Final Order on $250M DIP Financing
------------------------------------------------------
BankruptcyData.com reported that the Court hearing the Mattress
Firm case approved on a final basis the Debtors'
debtor-in-possession ("DIP") financing [Docket No. 436] in respect
of which Barclays Bank PLC is to serve as administrative agent and
co-collateral agent (the "ABL DIP Agents") and Citizens Bank is to
serve as a co-collateral agent.
BankruptcyData related that "The Debtors were able to obtain two
post-petition financing facilities in an aggregate principal amount
of $250 million, consisting of a $150 million ABL DIP Facility and
a $100 million Term Loan DIP….The 'ABL DIP Facility' consists of
up to $150 million in revolving credit commitments (the commitments
thereunder the 'Revolving DIP Commitments' and the loans thereunder
the 'Revolving DIP Loans'), which shall include (a) a roll up of
all outstanding Prepetition ABL Credit Agreement Indebtedness upon
entry of the Interim Order, (b) a $15 million swing line
sub-facility, and (c) an amount equal to $30 million of the
Revolving DIP Commitments available in the form of standby letters
of credit, inclusive of all outstanding letters of credit existing
under the Prepetition ABL Credit Agreement converting to letters of
credit under the ABL DIP Facility….Also authorizing the Debtors
to obtain a second priority senior secured term loan debtor in
possession credit facility (the 'Term Loan DIP Facility' together
with the ABL DIP Facility, the 'DIP Facilities') consisting of up
to $100 million in term loan credit commitments (the commitments
thereunder the 'Term Loan DIP Commitments' together with the ABL
DIP Commitments, the 'DIP Commitments' and the loans thereunder the
'Term DIP Loans' together with the ABL DIP Loans, the 'DIP
Loans')... The aggregate amount of the Revolving Credit Commitment
on and after the Closing Date is $150,000,000."
About Mattress Firm
Founded in 1986, Mattress Firm -- https://www.mattressfirm.com/ --
is a specialty mattress retailer headquartered in Houston, Texas,
operating more than 3,230 stores across 49 states (including
franchise locations). Mattress Firm offers a broad selection of
mattress products and bedding accessories from leading
manufacturers and brand names, including Serta, Simmons, tulo,
Sleepy's, Chattam & Wells and Purple.
Mattress Firm and its affiliate-debtors filed a voluntary petition
for relief under chapter 11 of the Bankruptcy Code in the U.S.
Bankruptcy Court for the District of Delaware (Bankr. D. Del. Lead
Case No. 18-12241) on Oct. 5, 2018.
At the time of filing, the Debtors estimated $1 billion to $10
billion in both assets and liabilities.
Sidley Austin LLP, led by Bojan Guzina, Matthew E. Linder, and
Blair M. Warner, serves as the Debtors' attorneys. Young Conaway
Stargatt & Taylor, LLP, led by Robert S. Brady, Edmon L. Morton,
and Ashley E. Jacobs, serves as the Debtors' Delaware counsel.
AlixPartners, LLP, is the Debtors' financial advisor; Guggenheim
Securities, LLC is the Debtors' investment banker; and Epiq
Bankruptcy Solutions is the Debtors' claims & noticing agent.
MEDEX PATIENT: Selling Pre-petition Claims v. Westchester to FSH
----------------------------------------------------------------
Medex Patient Transport, LLC, asks the U.S. Bankruptcy Court of the
Middle District of Tennessee to authorize the assignment of
pre-petition claims against Westchester Fire Insurance Co. to For
Senior Help, LLC ("FSH") in exchange for credit against its claim
against the Debtor equal to 110% of all net proceeds recovered.
Prior to the Petition date, the Debtor purchased from Westchester
Fire a Miscellaneous Professional Liability Policy (Policy No.
G27601856 001). The insurance policy provided limits of liability
of $1 million for each claim. Chubb North American Financial Lines
Claims is responsible for handling claims on behalf of Westchester
Fire.
The insuring agreement of the insurance policy provides Westchester
Fire will pay on behalf of the Insured all sums in excess of the
Retention that the Insured will become legally obligated to pay as
Damages and Claims Expenses because of a Claim first made against
the Insured and reported to the Company during the Policy Period by
reason of a Wrongful Act committed on or subsequent to the
Retroactive Date and before the end of the Policy Period.
During the policy period, the Debtor and FSH were parties to a
franchise agreement and an area developer agreement. The business
relationship devolved and eventually led to extensive litigation in
which FSH alleged that the Debtor breached the franchise agreement
and the area developer agreement. FSH also alleged, among other
things, that the Debtor fraudulently induced FSH to enter into the
franchise agreement by misrepresenting the nature and quality of
services that were provided by Medex to its franchisees.
The litigation was stayed and referred to arbitration pursuant to
the franchise agreement. In October 2017 the Arbitrator issued a
final award in favor of FSH in the amount of $1,465,145. Of this
amount, $572,526 was awarded for breach of the franchise agreement
and the area developer agreement.
In February 2018, Westchester Fire denied the Debtor coverage for
the final award stating that the Arbitrator's final adjudication
and the finding of fact that the Debtor and its principals engaged
in fraudulent and intentional conduct.
The Debtor believes that Westchester Fire improperly denied
coverage and has been advised that it possesses claims against
Westchester Fire for breach of contracts and bad-faith for its
failure to provide coverage for the breach of contract portion of
the arbitration award. The Debtor's Schedule B refers to the Claim
with an unknown value.
By the Motion, the Debtor asks entry of an order authorizing it to
assign the Claim to FSH. FSH has offered to pursue the Claims in
exchange for credit against its claim against the Debtor equal to
110% of all net proceeds recovered. The net proceeds is defined as
gross proceeds paid by or recovered from Chubb North American
Financial Lines Claims and/or Westchester Fire on account of the
Claims minus attorney fees and costs.
Prosecution of the Claims is likely to result in costly litigation
that will drain the estate of the financial resources that the
Debtor needs for a successful reorganization. Conversely, the
assignment of the Claims to FSH provides the Debtor with an
opportunity to satisfy the entire amount owed to FSH at a critical
time in its reorganization process. Accordingly, Debtor believes
that it is an exercise of its sound business judgment to assign the
Claims to FSH in exchange for FSH's agreement to provide a credit
against the amount owed by the Debtor equal to 110% of all net
proceeds recovered.
A hearing on the Motion is set for Nov. 27, 2018 at 9:00 a.m. The
objection deadline is Nov. 14, 2018.
About Medex Patient Transport
Medex Patient Transport, LLC, d/b/a Caliber Care + Transport --
https://www.caliberpatientcare.com/ -- is a non-emergency medical
transport company that provides services including ambulatory,
wheelchair, and stretcher transport. Caliber is based in Music
City USA, Nashville, with 30 locations throughout Atlanta, GA;
Bentonville, AR; Birmingham, AL; Cleveland, OH; Columbus, OH;
Dallas, TX; Ft Myers, FL; Houston, TX; Knoxville, TN; LaFayette,
GA; Memphis, TN; Montgomery, AL; Nashville, TN; Pinellas County,
FL; St. Louis, MO; San Jose, CA; and Winston-Salem, NC.
Medex Patient Transport filed a Chapter 11 petition (Bankr. M.D.
Tenn. Case No. 18-03189) on May 10, 2018. In the petition signed
by Klein Calvert, chief manager, the Debtor disclosed $515,901 in
total assets and $2.33 million in total liabilities. The case is
assigned to Judge Charles M. Walker.
Joseph P. Rusnak, Esq., at Tune, Entrekin & White, P.C., is the
Debtor's bankruptcy counsel; and Brad Shipe, Esq. and Shipe Dosik
Law LLC as special franchisee counsel.
No official committee of unsecured creditors has been appointed in
the Chapter 11 case.
MIDWAY OILFIELD: Court Stays B. Nelsoney Claims Against Owner
-------------------------------------------------------------
Chief District Judge Lee H. Rosenthal issued an order
administratively closing the case captioned BRAXTON NESLONEY,
Plaintiff, v. MIDWAY OILFIELD CONSTRUCTORS, INC. and BILLY A.
SMITH, Defendants, Civil Action No. H-18-407 (S.D. Tex.) pending
the lifting of the automatic stay against Midway. The court also
stays the claims against the non-debtor defendant, Smith, until the
bankruptcy court lifts the automatic state as to Midway.
In August 2018, Midway Oilfield Constructors, Inc. filed a
voluntary petition for relief under Chapter 11 in the U.S.
Bankruptcy Court for the Southern District of Texas. Under 11
U.S.C. section 362(a)(1), Midway's bankruptcy filing operated as an
automatic stay. The court stayed the claims against Midway and
ordered counsel for Braxton Nesloney and for Billy A. Smith to file
statements advising whether the stay should extend to the claims
against Smith. Nesloney states that there was no reason to permit a
stay for the claims against Smith, but Smith argues that because he
is the sole owner of Midway, the FLSA claims implicate Midway and a
judgment against one would implicate the other.
Smith argues that because he "is the sole owner and president of
Midway," a judgment against him "would affect, and likely be
binding on Midway." He contends that Nesloney "will seek discovery
of records and witnesses under Midway's possession, custody, [or]
control" because the same FLSA liability applies to both Midway and
Smith. Nesloney does not dispute these points or explain why a stay
as to his claims against Smith at this stage would prejudice his
case. He instead states that he "is unaware of any facts or law
that would prevent this matter from proceeding forward against"
Smith.
The arguments that Smith is associated with Midway and that his
conduct is the same as Midway's alleged conduct warrants an
extension of the section 362 stay under Fifth Circuit precedent. If
the claims against Smith proceed, Nesloney will seek to prove the
same FLSA liability against Smith as he would against Midway. A
judgment against Smith, who alleges that he is an officer and sole
owner of Midway, would likely affect Midway's bankruptcy
proceedings. The courts have the discretion to stay claims when, as
here, they are "inextricably interwoven with the claims against the
debtor." To require Smith to continue defending against the FLSA
claims would, in effect, require Midway to defend those claims as
well. The claims against the parties are "inextricably interwoven,
presenting common questions of law and fact," and should be
resolved in one proceeding.
A copy of the Court's Order dated Oct. 22, 2018 is available at
https://bit.ly/2RQkOcF from Leagle.com.
Braxton Nesloney, Plaintiff, represented by Charles L. Scalise,
Ross Law Group.
Midway Oilfield Constructors, Inc. & Billy A. Smith, Defendants,
represented by Carmen Jo Rejda-Ponce -- crejdaponce@germer.com --
Germer PLLC & Larry J. Simmons, Jr., Germer, LLP.
About Midway Oilfield Constructors, Inc.
Midway Oilfield Constructors, Inc., provides construction services
to the upstream, midstream, and downstream sectors of the oil and
gas industry. Based out of Midway, Texas, Midway provides
services
across the State of Texas and Oklahoma.
On Aug. 15, 2018, Midway Oilfield Constructors filed its voluntary
petition for relief under Chapter 11 of the Bankruptcy Code (S.D.
Tex. Case No. 18-34567). The Debtor estimated $1 million to $10
million in assets and $10 million to $50 million in liabilities.
Judge Marvin Isgur is the case judge. The Debtor tapped Hoover
Slovacek LLP as its legal counsel. Hrdlicka White Williams &
Aughtry, is the special tax counsel.
MILACRON HOLDINGS: S&P Raises ICR to B+, Outlook Stable
-------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on Milacron
Holdings Corp. to 'B+' from 'B'. The outlook is stable.
S&P said, "At the same time, we raised the rating on the company's
secured debt to 'B+' from 'B'. The recovery rating remains '3',
which indicates our expectation for meaningful (50%-70%; rounded
estimate: 50%) recovery in the event of a payment default.
The upgrade reflects expected improvements in the company's
operating performance in both revenues and margins, stemming from
growth in its core businesses and completed restructuring efforts,
which should help sustain higher operating margins and cash flows
in 2019. S&P Global Ratings' LTM adjusted debt to EBITDA for
Milacron was about 4.8x in the third quarter of 2018, and we expect
continued improvement toward the mid-4x area by year-end 2019 on
the strength of GDP growth in its major end markets of North
America, Europe, and Asia, as well as efficiencies gained from its
restructuring efforts. The upgrade also reflects the exit of
financial sponsor CCMP Capital Advisor LLC's ownership stake in the
company, as well as management's commitment to reduce leverage
through pay down of its secured debt with its cash flows, including
an expected $100 million in fiscal 2018 (with $75 million completed
through Sep. 30, 2018). The outlook is stable, reflecting our
belief the company will maintain adjusted debt to EBITDA below 5x
during the next 12 months under our expectation for improved
operating results and lower total debt.
S&P said, "The stable outlook on Milacron reflects our expectation
the company's adjusted debt to EBITDA will remain below 5x over the
next 12 months on the strength of the company's end markets,
improvements in operating efficiencies after restructuring efforts
are complete, and expected debt repayments.
"We could lower the rating if the company's operating performance
significantly weakens, or if it makes aggressive financial policy
decisions regarding acquisitions or shareholder returns that cause
leverage to remain above 5x.
"We could raise the ratings if the company reduces its leverage
below 4x and we believe the company will sustain this level or less
over the economic cycle. We could also raise the rating if the
company demonstrates continued improvement in its profitability
such that we consider it above average when compared to the capital
goods peer group."
MISSION COAL: Taps Jefferies LLC as Investment Banker
-----------------------------------------------------
Mission Coal Company, LLC, seeks approval from the U.S. Bankruptcy
Court for the Northern District of Alabama to hire Jefferies LLC as
its investment banker.
The firm will assist Mission Coal Company and its affiliates in
negotiating and implementing a restructuring; provide financial
advice regarding the sale or placement of any equity and debt
instruments of the Debtor, and the arrangement or placement of any
bankruptcy financing for the Debtors; examine any potential sale,
disposition or other business transaction involving the Debtors'
equity or assets; and provide other financial advisory services
related to their Chapter 11 cases.
Jefferies will charge these hourly fees:
(1) A monthly fee of $100,000 until the expiration or termination
of the employment term.
(2) A $3.25 million fee payable upon consummation of a
restructuring.
(3) Promptly upon the closing of a sale transaction, a fee equal
to the greater of $1 million or 2.25% of the "aggregate sale
consideration."
(4) If, whether in connection with the consummation of a
restructuring or otherwise, (i) the Debtors consummate any partial
asset sale other than sales of property or equipment in the
ordinary course of business (including sale-leaseback transactions
permitted in the Debtors' Castlelake first lien facility) or (ii)
the Debtors enter into an agreement in principle or definitive
agreement to effect a partial sale and such sale is consummated,
the Debtors will pay Jefferies a fee equal to 2.25% of the
aggregate sale consideration of such sale.
If the "partial sale fee" exceeds 20% of the cash portion of
the aggregate sale consideration of such sale, the payment of the
portion of the fee in excess of the "cash proceed threshold," if
any, will be deferred until the sooner of: (i) the closing of a
sale transaction; (ii) the closing of a financing of a debt
instrument; (iii) the consummation of a restructuring; or (iv) the
termination of the agreement.
(5) Promptly upon the closing of each financing involving equity
securities (including through a rights offering), a fee in an
amount equal to 5% of the aggregate gross proceeds received or to
be received from the sale of those equity securities.
Jefferies is "disinterested" as defined in Section 101(14) of the
Bankruptcy Code, according to court filings.
The firm can be reached through:
Leon Szlezinger
Jefferies LLC
520 Madison Avenue, 10th Floor
New York, NY 10022
Phone: 212-284-2300
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-time 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 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.
MISSOURI CITY FUNERAL: Unsecured Creditors to Get 100% over 60 Mos.
-------------------------------------------------------------------
Missouri City Funeral Directors at Glenn Park, Inc., filed with the
U.S. Bankruptcy Court for the Southern District of Texas a
disclosure statement and Chapter 11 plan of reorganization.
Under the plan, the allowed unsecured claims will be paid 100% of
their claims in 60 monthly payments. Their payments will be due and
payable beginning on the 15th day of the first month following 60
days after the effective date of the plan.
Meanwhile, Wells Fargo Bank, N.A., a secured creditor, is owed
$153,768.06 as of the petition date. The Debtor will pay Wells
Fargo in full with 5.25% interest at $1,649.80 per month in 120
equal monthly payments with the first payment being due and payable
on the first day of the first month following the 60th day after
the effective date of the plan.
A full-text copy of the Disclosure Statement dated November 5, 2018
is available at:
http://bankrupt.com/misc/txsb17-36178-43.pdf
The Debtor is represented by:
James Q. Pope, Esq.
THE POPE LAW FIRM
5151 Katy Freeway, Suite 306
Houston, TX 77007
Tel: 713-449-4481
Fax: 281-657-9693
Email: jamesp@thepopelawfirm.com
About Missouri City Funeral Directors
Missouri City Funeral Directors at Glenn Park, Inc., is a
corporation that operates as a funeral home. It is based in
Missouri City, Texas.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D. Texas Case No. 17-36178) on Nov. 6, 2017. Michael
Brock, Sr., chief executive officer, signed the petition.
At the time of the filing, the Debtor disclosed that it had
estimated assets of less than $1 million and liabilities of less
than $500,000.
Judge David R. Jones presides over the case.
MONEYGRAM INTERNATIONAL: S&P Lowers ICR to B, Outlook Stable
------------------------------------------------------------
S&P Global Ratings said it lowered its long-term issuer credit
rating on MoneyGram International Inc. to 'B' from 'B+'. The
outlook is stable.
S&P said, "At the same time, we also lowered our issue rating on
MoneyGram's senior secured credit facility due 2020 to 'B' from
'B+'. Our recovery rating of '3' indicates our expectation of a
meaningful (50%) recovery in the event of default.
"The downgrade reflects declining operating performance, a
larger-than-expected settlement related to its deferred prosecution
agreement (DPA) with the Department of Justice (DOJ),
implementation of new compliance monitors through May 2021, and our
expectation of leverage staying between 5.5x-6.0x."
On Nov. 8, 2018, MoneyGram amended and extended its DPA with the
DOJ for 30 more months and modified its consent order with the
Federal Trade Commission. Under the agreements, the company will
pay an aggregate of $125 million to the government, of which $70
million must be paid within 10 business days from the date of the
amended DPA and the remaining $55 million must be paid within 18
months after the date of the amended DPA. Through September, the
company had reserved $125.5 million and had about $209 million in
cash on balance sheet. Moreover, the company will continue to
retain an independent compliance monitor until May 2021 to review
and assess its actions under the agreements to enhance its
compliance program. Despite the settlement, S&P negatively views
the larger fine and company having to retain compliance monitors
over an extended period because it will further pressure profit
margins and increase the prospect of additional negative findings.
For nine months ending September 2018, MoneyGram's revenues
declined 8% year over year to $1.1 billion. The decrease was driven
by an 8% decline in global funds transfer fee revenues (94% of
total revenues) to $1 billion. The decline was because of lower
volume, lower value per transaction, and increased competition.
Year to date, MoneyGram's adjusted EBITDA declined by about 9% to
$185.9 million compared with the same time last year. S&P expects
the company to continue to invest in compliance programs and reduce
its cost base by closing unprofitable agent locations.
As of September 2018, based on MoneyGram's calculation, the firm
was covenant compliant with its interest-coverage ratio at 5.7x
(minimum 2.25x) and secured leverage ratio at 3.29x (maximum 3.75x
until December 2018, and 3.5x from 2019 until maturity). S&P's
positively view MoneyGram's announcement that it plans to amend the
financial covenants on its secured credit facility to allow for
more financial flexibility.
S&P's base-case forecast also assumes:
-- Total revenues to decline by low double digits in 2018 and
staying relatively flat in 2019;
-- Global funds transfer revenues to decline by low double digits
in 2018 because of increased competition and pricing pressures;
and
-- MoneyGram's 2018 adjusted EBITDA to be $175 million to $180
million compared with 2017 adjusted EBITDA of $217 million.
S&P said, "Our stable outlook over the next 12 months on MoneyGram
reflects our expectation of leverage staying between 5.5x-6.0x, the
company improving its compliance standards, and the successful
amendment of its financial covenants. Our outlook also considers no
further penalties related to the DPA or any new material compliance
deficiency findings.
"We could lower the ratings over the next 12 months if the company
violates or is unable to amend its financial covenants, operating
performance continues to deteriorate, or if new compliance
deficiencies arise. We could also lower the rating if the firm's
liquidity position worsens."
An upgrade is unlikely over the next 12 months given the firm's
weak operating performance and the extension of the DPA until
2021.
MONTGOMERY SERVICES: Gets Approval to Hire Lantana as Accountant
----------------------------------------------------------------
Montgomery Services, Inc., and Mammoth Restoration of Florida, LLC,
received approval from the U.S. Bankruptcy Court for the Southern
District of Florida to hire Lantana Accounting as their
accountant.
The firm will assist the Debtor in the preparation of their monthly
operating reports, monthly compilations of financial statements,
and bankruptcy plan, and will provide other monthly accounting
services.
Kristine Walsh, an accountant employed with the firm, will be paid
$375 per month for her services.
Ms. Walsh and her firm are "disinterested" as defined in section
101(14) of the Bankruptcy Code, according to court filings.
Lantana Accounting can be reached through:
Kristine Walsh
Lantana Accounting
2108 Lake Bass Circle
Lantana, FL 33461
Telephone: 561-601-3092
Email: lantanaaccounting@yahoo.com
About Montgomery Services
Montgomery Services, Inc., d/b/a Mammoth Restoration of the Palm
Beaches, is a leader in Pennsylvania repair and restoration.
Montgomery Services filed a voluntary petition under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-15699) on
May 11, 2018. In the petition signed by its president, Nathan M
Smith, the Debtor disclosed under $500,000 in assets and
liabilities. Aaron A. Wernick, Esq., at Furr & Cohen, is the
Debtor's counsel.
MONUMENT SECURITY: Removes Plan Language on Nullity of Judgment
---------------------------------------------------------------
Monument Security, Inc., filed a third amended disclosure statement
explaining its second amended plan of reorganization to remove the
provision related to the nullity of any judgment obtained before or
after the Confirmation Date.
A copy of the Third Amended Disclosure Statement is available at
https://tinyurl.com/yc7nw3qk from PacerMonitor.com at no charge.
About Monument Security
Monument Security, Inc., was formed in 1995, and operates a
security services business in California, Nevada, Arizona,
Colorado, Georgia, Florida, Indiana, Louisiana, Maryland,
Missouri,
New Jersey, New York, Ohio, Oregon, Texas, Utah, Washington, and
Wyoming. It also subcontracts work to other security providers in
Alaska, Arizona, New Mexico and North Carolina. The business had
been successfully run by Scott McDonald for many years and
regularly employs more than 1000 employees.
Monument Security filed a Chapter 11 petition (Bankr. E.D. Cal.
No.
17-20689) on Feb. 1, 2017. Michael Bivians, CEO, signed the
petition. At the time of filing, the Debtor disclosed total assets
of $2.82 million and total liabilities of $3.11 million.
The case is assigned to Judge Robert S. Bardwil.
The Debtor is represented by Matthew R. Eason, Esq., and Kyle K.
Tambornini, Esq., at Eason & Tambornini.
MORNINGSTAR SENIOR: Fitch Affirms BB+ Rating on $26.12MM Bonds
--------------------------------------------------------------
Fitch Ratings has affirmed the 'BB+' rating on the following bonds
issued by the Northampton County Industrial Development Authority
on behalf of Morningstar Senior Living:
-- $26.12 million, series 2012.
The Rating Outlook remains Stable.
SECURITY
The bonds are secured by a pledge of the obligated group's (OG)
gross revenues, a first mortgage lien, and a debt service reserve
fund.
KEY RATING DRIVERS
STABLE OPERATING PROFILE: In fiscal 2018 MSL posted a 103%
operating ratio and 15.6% net operating margin (NOM)-adjusted
compared to 101.7% and 18.1% over the same time period in 2017.
These figures were weaker than the below-investment grade (BIG)
medians of 101.6% operating ratio and 18.3% NOM-adjusted. However,
factors supporting the rating include adequate pro forma 1.6x
maximum annual debt service (MADS) coverage over the same period
and expected improvement in cash flow as the Heritage Village
expansion ILUs continue to fill.
INDEPENDENT LIVING UNIT (ILU) EXPANSION UNDERWAY: MSL's multi-phase
ILU expansion project, called Heritage Village, is underway. Phase
I and Phase II of the project are being funded by a $32 million
construction loan, consisting of about $19 million in long-term
debt and $13 million in temporary debt. Phase I is expected to be
completed at the end of November 2018, and construction has started
on Phase II. Unit sales are progressing as planned as 85% of units
are pre-sold to date.
ADEQUATE LIQUIDITY: The OG's $15.7 million in unrestricted cash and
investments at June 30, 2018 equated to an adequate 35.4% of pro
forma permanent debt, 5.1x cushion ratio and 263 days cash on hand
(DCOH), all of which are generally in line with Fitch's BIG medians
of 32.1%, 4.5x and 292 DCOH, respectively.
MODERATE LONG-TERM LIABILITY PROFILE: MSL's pro-forma maximum
annual debt service (MADS) equated to a manageable 13% of fiscal
2018 revenues, favorable to Fitch's BIG median of 16.5%. In
addition, debt to net available of 9.2x was also below the 9.8x
median.
RATING SENSITIVITIES
EXPANSION PROJECT COMPLETION: Successful completion and fill-up of
the Heritage Village ILU expansion project could enhance cash flow
and lead to positive rating action over the medium term.
FUTURE CAPITAL PLANS: A debt issuance may be contemplated sometime
in the next 12-24 months after completion of Phase II to fund
construction for additional ILUs. A material increase in leverage
may put negative pressure on the rating. Fitch will assess the
rating impact of any project and related debt issuance as plans are
finalized and more information becomes available.
CREDIT PROFILE
MSL is located in Nazareth, PA, within the Lehigh Valley area,
approximately 70 miles north of Philadelphia. MSL sits on 16 acres.
MSL is also in the process of constructing Heritage Village, which
is located one mile away. Upon completion Heritage Village will add
46 additional ILUs to the community, 11 units have come on line as
of June 30 2018. Current unit mix includes 143 ILUs, 61 personal
care units, 25 dementia care beds (licensed as personal care), and
61 licensed skilled nursing facility (SNF) beds.
MSL provides lifecare, modified-lifecare, and fee-for-service
contract options. In fiscal 2018, MSL reported total revenues of
approximately $23.4 million. As of June 30, 2018, about 80% of
contracts in ILU were lifecare and non-refundable.
Fitch uses consolidated financial statements in its analysis. The
OG includes MSL and Morningstar Senior Living foundation, which
represented substantially all assets and 93% of total revenues of
the consolidated entity in fiscal 2018. Not included in the OG is
Morningstar Senior Solutions, which is a non-medical home care and
care management business serving Lehigh Valley, and a wholly-owned
subsidiary of MSL.
STABLE OPERATING PROFILE
MSL's operating ratio weakened slightly to 103% compared to 101.7%
in fiscal 2017. Weaker profitability is attributed to increased
expenses in fiscal 2018; expense increases included start-up costs
from Heritage Village, as well as elevated therapy and health plan
costs. As a result of higher unit turnover and increased sales,
turnover entrance fee receipts were strong and resulted in a
NOM-adjusted of 15.6% in fiscal 2018; however, lower than the
NOM-adjusted of 18.1% in fiscal 2017 primarily due to increased
expenses and revenues remaining flat to 2017. Revenue and cash flow
should improve as Heritage Village expansion ILUs continue to
fill.
Occupancy remained strong and improved in 2018 for ILUs to 92% from
88% in fiscal 2017. Personal care and SNF occupancy were 88%, and
92%, respectively. Additionally, 11 new ILUs came on line in fiscal
2018 from Heritage Village. Initial entrance fee receipts for new
units were $3.6 million in fiscal 2018, which will go toward
repayment of temporary debt.
Pro forma MADS coverage of 1.6x in fiscal 2018, which includes the
additional $18.9 million in permanent debt ($9.5 million has been
drawn as of fiscal 2018) borrowed for the Heritage Village
expansion project, was stronger than the 'BIG' median of 1.3x.
Revenue only coverage weakened to 0.4x in fiscal 2018 from 0.6x in
fiscal 2017 due to the weaker operating profitability. However,
revenue only coverage should improve once Heritage Village ILUs are
completed and filled.
ADEQUATE LIQUIDITY
MSL's $15.7 million of unrestricted liquidity at June 30, 2018
equates to 35.4% of pro-forma permanent debt and a 5.1x cushion
ratio, both which are in line with Fitch's BIG medians 32.1% and
4.5x, respectively. DCOH of 263 was lower than the 292 DCOH BIG
median. In addition to the construction at Heritage Village,
capital expenditures at MSL are expected to be about $4.5 million
in fiscal 2019, with the majority to be spent on SNF improvements.
Fitch expects liquidity to remain adequate for the current rating
level while funding these upcoming capital expenditures.
MODERATE LONG-TERM LIABILITY BURDEN
MSL's pro forma MADS of $3.0 million equated to 13% of operating
revenues in fiscal 2018, better than the BIG median of 16.5%.
Additionally, pro forma debt to net available of 9.2x was favorable
to the BIG median of 9.8x. MSL projects the additional revenues
from the added Heritage Village ILUs should support operations and
cash flow as fill-up continues.
The additional debt from the Heritage Village project increased
MSL's MADS; however, the community's debt burden remains moderate
and is manageable for the current rating level. Overall, Fitch
views positively MSL's phased construction approach, which should
allow the community to absorb the project with limited impact to
its financial profile.
CAPITAL PLANS
Construction for the Heritage Village expansion project is
currently underway on land located approximately one mile away from
the main campus. The project is being financed by a draw down
financing with Citizen's Bank and Univest Bank for $32 million
($9.5 million has been drawn as of fiscal 2018). Approximately
$12.1 million will be used for Phase I, $19 million for Phase II
and $0.9 million for fees, site work and soft costs. Approximately
$5.1 million of the Phase I debt and $8 million of Phase II debt
will be repaid via initial entrance fee receipts from the sales of
the new ILUs.
Completion is expected for Phase I of the Heritage Village 19 ILU
expansion project by the end of November 2018; to date 12 units are
now occupied with another six move-ins expected by the end of 2018.
Construction of Phase II has started with completion expected by
December 2019. To date 85% of units have been pre-sold, which is
modestly ahead of initial projections for Phase II. Currently there
is 25 acres of land remaining at this site for possible future
expansion; however, no financing has been secured at this time.
Capital expenditures are expected to be about $4.5 million in
fiscal 2019, consisting of various campus renovations with the
majority to be spent on nursing home renovations.
A debt issuance may be contemplated sometime in the next 12-24
months to fund construction for future phases of ILU expansion
after the completion of phase II. A material increase in leverage
may put negative pressure on the rating. Fitch will assess the
rating impact of any project and related debt issuance as plans are
finalized and more information becomes available.
DEBT PROFILE
MSL's series 2012 long-term debt ($26.1 million) is fixed rate and
debt service is level through maturity in 2035.
$13.1 million of the $32 million construction loan is short-term
floating-rate debt that is expected to be paid off with initial ILU
entrance fees. $15 million of the loan is synthetically fixed
through an interest rate swap with Citizen's Bank and the remaining
$3.9 million is long-term floating-rate debt. As of fiscal 2018,
$9.5 million has been drawn down.
MSL had a $2 million line of credit with BB&T expire at the end of
2018 that was not renewed. Currently, MSL has a $1.3 million line
of credit with Citizen's Bank that expires on Jan. 31, 2019; there
were no borrowings outstanding as of June 30, 2018.
MOUNTAIN CRANE: Court Confirms Chapter 11 Reorganization Plan
-------------------------------------------------------------
Bankruptcy Judge Joel T. Marker issues his findings and conclusions
regarding the confirmation of Mountain Crane Service, LLC's plan of
reorganization.
The Court finds that the Debtor filed the Bankruptcy Case in good
faith and for a valid reorganizational purpose. Additionally, the
Confirmed Plan is proposed in good faith and not by any means
forbidden by law, and therefore complies with the requirements of
section 1129(a)(3). In determining that the Debtor filed the
Bankruptcy Case in good faith and that the Confirmed Plan has been
proposed in good faith, the Court has examined the totality of the
circumstances surrounding the filing of the Bankruptcy Case and the
formulation of the Confirmed Plan.
The Confirmed Plan satisfies section 1129(a)(7) with respect to all
Classes of Claims. All Classes have accepted the Plan as modified
by the Confirmation Order, which modifications have resulted in the
Confirmed Plan. In addition, the holders of all Classes of Claims
and Interests will receive or retain under the Confirmed Plan on
account of such Claim or Interest property of a value, as of the
Effective Date, that is not less than the amount that such holder
would so receive or retain if the property of the Estate was
liquidated under chapter 7 of the Bankruptcy Code on such date.
The Confirmed Plan is also feasible and complies with section
1129(a)(11) because confirmation is not likely to be followed by a
liquidation or the need for further financial reorganization of the
Debtor. The Confirmed Plan offers a reasonable prospect of success
and is workable. The Confirmed Plan provides that the Debtor will
continue business operation after the Effective Date. The Debtor
has presented credible evidence that the Debtor will have
sufficient "cash flow" to satisfy its operating expenses and debt
obligations after the Effective Date, and that it should have
sufficient cash to fund the cash distributions contemplated under
the Confirmed Plan. In short, there is a reasonable prospect that
the Debtor's anticipated future cash will be sufficient to fund the
payments required under the Confirmed Plan, and that the Debtor
will be able to satisfy its obligations under the Confirmed Plan.
In summary, the evidence shows that the Confirmed Plan offers a
reasonable prospect of success, and is workable. As such, the
requirements of section 1129(a)(11) are satisfied.
There is also a sound business purpose for the terms and conditions
of the Galena Stipulation. The Galena Stipulation is fair,
equitable and in the best interests of the Debtor and the creditors
of the Debtor's chapter 11 estate. The Debtor has exercised
reasonable business judgment in negotiating and agreeing to the
Galena Stipulation. In determining that the Galena Stipulation is
fair, equitable and in the best interests of the Debtor and its
creditors, the Court has weighed and considered the factors
described in Kopp v. All American Life Ins. Co.
In summary, the Confirmed Plan complies with, and the Debtor has
satisfied, all applicable confirmation requirements and the
Confirmed Plan will be confirmed by entry of the separate
Confirmation Order.
Further, the Motion to Modify is well taken and will be granted
without further notice or opportunity for hearing, as more
specifically provided in the Confirmation Order.
The bankruptcy case is in re: MOUNTAIN CRANE SERVICE, LLC., Chapter
11, Debtor, Bankruptcy No. 18-20225 (Bankr. D. Utah).
A copy of the Court's Findings dated Oct. 23, 2018 is available at
https://bit.ly/2JXrV04 from Leagle.com.
Mountain Crane Service, LLC, Debtor, represented by Matthew M.
Boley -- mboley@cohnekinghorn.com -- Cohne Kinghorn, Paul P.
Burghardt, North Salt Lake, Adam H. Reiser --
areiser@cohnekinghorn.com -- Cohne Kinghorn PC & Jeffrey L.
Trousdale -- jtrousdale@cohnekinghorn.com -- Cohne Kinghorn.
United States Trustee, U.S. Trustee, represented by John T. Morgan,
US Trustees Office.
Official Committee of Unsecured Creditors, Creditor Committee,
represented by Mona Lyman Burton , Holland and Hart, Doyle S. Byers
, Holland & Hart LLP, S. Alexander Faris , Jerrold S. Kulback ,
Three Logan Square, Douglas G. Leney , Three Logan Square, Ellen E.
Ostrow , Holland & Hart & Stephen M. Packman , Three Logan Square.
About Mountain Crane Service
Mountain Crane Service, LLC -- https://www.mountaincrane.com/ --
specializes in refinery turnarounds and has a fleet comprised of
more than 100 cranes, and hundreds of other pieces of equipment
dedicated to refineries in Utah, Montana, and Wyoming. It is
located in Salt Lake City, Utah, with satellite offices and wind
maintenance service locations in Montana, Nevada, Washington,
Idaho, Wyoming, Iowa, Texas and Michigan.
Mountain Crane Service sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Utah Case No. 18-20225) on Jan. 12,
2018. In the petition signed by Paul Belcher, managing member,
the
Debtor estimated assets and liabilities of $50 million to $100
million.
Judge Joel T. Marker presides over the case.
The Debtor hired Cohne Kinghorn, P.C., as its bankruptcy counsel;
and Rocky Mountain Advisory, LLC, as its accountant and financial
advisor. It also hired Richards Brandt Miller Nelson PC, Brian C.
Webber PLLC, and GC Associates Law as special counsel.
The Debtor also hired Paul P. Burghardt and the law firm of GC
Associates Law as special bankruptcy counsel; Dan Anderson and
Sterling Appraisals & Machinery, Ltd as appraisers and valuation
consultants; and Calaway Capital Resources, Inc. as the Debtor's
consultant regarding (i) interest rates and terms for loans on
cranes and other heavy equipment; (ii) collateral lifespans for
such loans; and (iii) interest rates and repayment terms for "line
of credit" loans in the construction industry.
The U.S. Trustee for Region 19 appointed an official committee of
unsecured creditors on Jan. 25, 2017. The Committee retained
Archer & Greiner, P.C., as its legal counsel.
Judge Marker has approved Mountain Crane Service, LLC's disclosure
statement with respect to its chapter 11 plan of reorganization.
NEW HOPE: Dec. 18 Plan Confirmation Hearing
-------------------------------------------
The Bankruptcy Court has approved the disclosure statement
explaining New Hope Behavioral Center Inc.'s Chapter 11 plan and
will convene a hearing to consider confirmation for December 18,
2018 at 11:00 AM.
As previously reported by The Troubled Company Reporter, Class 6
under the plan consists of the Allowed Unsecured Claims of
Creditors of New Hope. New Hope will pay the Class 6 Claims by
making monthly payments over a period of 52 months until paid in
full. Class 6 Claimants will receive payment of 100% of their
Allowed Claims. This class is impaired.
The Debtor will retain control of its assets and use its income
and
contributions to make the payments.
New Hope has operated profitably while in bankruptcy and continues
to be engaged in the business of providing behavioral health
services to the greater Mesa community. The profit and loss
statement shows that after paying all necessary business expenses
-- including certain administrative expenses related to attorneys'
fees and quarterly trustee's fees which will conclude shortly
after
confirmation of the Plan -- New Hope has had a net profit of
approximately $272,603.38 over the past year. This amounts to
monthly net income of $22,716.95. New Hope anticipates that future
years will result in significantly higher net income because New
Hope will not incur attorneys' fees and quarterly trustee's fees
through the bankruptcy. Based on its profit and loss statement for
June 2017 through May 2018 and its 2018-2023 projections, New Hope
anticipates that on a monthly basis it will generate more than
enough to meet its payment obligations over the course of the Plan
and pay 100% of all claims.
A full-text copy of the Disclosure Statement is available at:
http://bankrupt.com/misc/azb2-13-14261-332.pdf
About New Hope
New Hope Behavioral Health Center, Inc., filed for Chapter 11
bankruptcy protection (Bankr. D. Ariz. Case No. 13-14261) on Aug.
19, 2013, estimating its assets at up to $50,000 and its
liabilities at between $500,001 and $1 million. James M. McGuire,
Esq., at Davis Miles McGuire Gardner, PLLC, serves as the Debtor's
bankruptcy counsel.
OCEAN SERVICES: Nov. 16 Plan Confirmation Hearing
-------------------------------------------------
The Bankruptcy Court has approved the first amended disclosure
statement explaining Ocean Services, LLC's joint plan of
reorganization and will convene a hearing to consider confirmation
of the Plan on November 16, 2018 at 11:00 AM.
As of the Petition Date, the Debtors cumulatively owed
approximately $247,506 in general unsecured claims to certain
vendors, suppliers, and other unsecured creditors.
Each Holder of a Class 4 General Unsecured Claim will be paid in 20
equal quarterly principal payments, commencing on the fifteenth day
following the end of the first full calendar quarter following the
Effective Date and quarterly thereafter until paid in full. Holders
of Class 4 Claims will also be paid interest each quarter
calculated on the then principal-balance, calculated at the Federal
Judgment Rate in effect on the Effective Date.
Each Holder of a Class 4A Claim may elect, at the time it submits
its Plan Ballot, to receive a lump sum payment of its Claim, in
lieu of full payment over time. Any Holder so electing will be paid
50% in full satisfaction of its Class 4A Claim within one year
after the Effective Date.
A copy of the First Amended Disclosure Statement is available at
https://tinyurl.com/ycjotcwr from PacerMonitor.com at no charge.
About Ocean Services
Based in Seattle, Washington, Ocean Services and its subsidiaries
-- https://www.stabbertmaritime.com/ -- are a marine operations
group with over three decades of experience working with offshore
petrochemical companies, the US Government, fisheries, and
submarine telecommunications cable survey and installations
operators in the waters off the US East Coast, South America, Gulf
of Mexico and the Caribbean, the Aleutians, Arctic and Antarctic,
the Bering Sea and across the Pacific Ocean. The Stabbert Maritime
group of companies offers a comprehensive package of services to
the subsea construction and offshore science sector as well as
shipyard and mobile vessel repair. Ocean Services provides support
vessels to science and survey sectors for clients including NOAA,
US Navy, Johns Hopkins University, FUGRO, CP+ and Shell, providing
fisheries research, geotechnical/physical, oceanographic, survey
and testing services. Stabbert Maritime, through subsidiary Ocean
Sub Sea Services (OS/3), provides dive and construction support
vessels to oil and gas clients in Gulf of Mexico, Mexico, Brazil,
California, and the Arctic.
Seven of the Stabbert Maritime Group companies, led by Ocean
Services, LLC, filed Chapter 11 cases (Bankr. W.D. Wash. Lead Case
No. 18-13512) on Sept. 7, 2018, and those cases have been
administratively consolidated. The cases are assigned to Hon.
Timothy W. Dore. The petitions were signed by Lindsay A.
Sckorohod, manager Thetis, LLC, manager Stabbert Mar. Hdgs. LLC,
sole member.
Bush Kornfeld LLP, serves as the Debtors' counsel.
Ocean Services disclosed in assets $2,037,223 and $45,753,398 in
liabilities as of the bankruptcy filing. Affiliate Ocean Carrier
Holding S. de R.L. disclosed $16,492,038 in assets and $41,790,361
in liabilities.
No official committee of unsecured creditors has been appointed in
the Chapter 11 cases.
ONEBADA INC: Trustee Selling La Palma Business for $450K
--------------------------------------------------------
Timothy Yoo, the Chapter 11 trustee for Onebada Inc., asks the U.S.
Bankruptcy Court for the Central District of California to
authorize the bidding procedures in connection with the sale of all
of the Estate's rights in and to the business being operated as
"Bulgogi House," located at 6901 Walker St., La Palma, California,
to Susana Wai-Yin Cheng Leung, Ilan Israely, and Albert A. Barrios,
pursuant to their Business Purchase Agreement and Joint Escrow
Instructions dated Sept. 25, 2018 and all addendums, amendments and
related agreements thereto, for $450,000, subject to overbid.
A hearing on the Motion is set for Nov. 14, 2018 at 10:00 a.m.
The Business has been operating for approximately four years, and
consists of approximately 9700 square feet of space with 98 BBQ
tables and hoods. By early June, 2018, the Trustee and his
professionals were able to produce reasonably adequate financial
data and due diligence materials to place the Business into the
marketplace for sale. Based on the historical financial
performance of the Business and with the advice of Coldwell Banker,
the Trustee listed the Business for sale at the selling price of
$900,000.
The Trustee made tremendous efforts to coordinate with Elissa
Miller, the chapter 11 trustee of the bankruptcy estate of Young
Keun Park, the sole member of the Landlord, Onesan, LLC, to market
the Business and the Real Property jointly and locate a buyer or
buyers who or which would purchase both the Business and the Real
Property. These efforts were productive and fruitful, and led to
the Trustee and Elissa Miller receiving offers from the Buyers for
the Business for $450,000 and for the Real Property for $4.1
million, for a combined purchase price of $4.55 million.
The offer as to the Business is as follows: The Buyers has agreed
to purchase all of the estate's rights in and to the Lease and the
Business, including all inventory, machinery, equipment, fixtures,
furniture and other personal property situated at the Business, but
excluding the estate's liquor license, all in "as is, where is"
condition, with no representation or warranty, but free and clear
of all liens and interests, for an all-cash purchase price of
$450,000. The terms and conditions of the sale are set forth in
their BPA.
The Buyer has made a $15,000 deposit towards the $450,000 Purchase
Price, and the balance of the Purchase Price will be due at
closing. There are no contingencies to the sale other than the
entry of an order approving the Motion authorizing the sale of the
Property free and clear of all liens and claims and the assumption
and assignment of the Lease and the Buyer's acquisition of the Real
Property. The Closing is to occur one business day following the
entry of the order approving the Motion unless extended by mutual
agreement of the parties.
The Trustee proposes that the sale of the Property be subject to
overbids, in combination and together with any overbids for the
Real Property, and in accordance with the overbid procedures, at an
auction of the Property and the Real Property to be conducted by
the Trustee and Elissa Miller at the time of the hearing on the
Motion. Therefore, pursuant to the Motion, the Trustee asks Court
approval of the Overbid Procedures, which he believes will maximize
the price ultimately obtained for the Property.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: Nov. 9, 2018 at 12:00 p.m. (PT)
b. Minimum Overbid: $4,565,000. Elissa Miller and the Trustee
have agreed to allocate $10,000 to the Park estate and $5,000 to
the Debtor's estate.
c. Deposit: 3% of the Minimum Overbid
d. Auction: At the hearing on the Motion
e. Bid Increments: $15,000
Further, since the estate's interest in and to the Lease is a
critical component of the proposed sale of the Property, pursuant
to the Motion, the Trustee also seeks the entry of a Court order
approving the assumption and assignment of the Lease to the Buyer
or a successful overbidder, and, to that end, reserving all claims
and defenses of the Landlord and the Debtor with regard to the Cure
Amount. The Trustee and the Landlord (which is controlled by
Elissa Miller) may have differing views as to whether the Debtor
has remained current on all pre-petition or post-petition
obligations under the Lease, which does not bear market terms.
Thus, the parties reserve all of their claims and rights with
regard to the determination of the Cure Amount which will be
resolved after the closing of the sales of the Property and the
Real Property.
The sale of the Property to the Buyer, which is subject to
overbids, does not include the Estate's liquor license. To the
extent the Buyer is not the successful overbidder of the Property,
the Trustee asks authority to sell the liquor license to the
successful overbidder for $50,000 on an "as is, where as" basis
with no representations or warranties should the successful
overbidder wish to purchase the liquor license. There are no
conditions to the sale of the liquor license and the successful
overbidder bears all burdens and risks associated with the
successful approval and transfer of the liquor license.
A review of the Court's Claim Register reveals that there are two
creditors which assert security interests and liens upon the
Property and timely filed proofs of claim. There is also one
creditor which asserts a security interest and lien upon the
Property and untimely filed a proof of claim.
These creditors are:
a. Bank of Hope, successor to BBCN Bank: On Sept. 27, 2013,
Bank of Hope provided a construction loan to the Landlord and the
Debtor, as co-borrowers, in the original principal sum of
$3,521,000. Bank of Hope recorded a UCC-1 financing statement that
covers substantially all of the Debtor's assets with the California
Secretary of State's Office on Sept. 30, 2013. It also timely
filed a proof of claim (Claim No. 7-1) on June 26, 2018 asserting a
secured claim of approximately $3.5 million.
b. Quentin Meats: Quentin was a supplier of meats to the
Debtor. It recorded a UCC-1 financing statement that covers
substantially all of the Debtors assets with the California
Secretary of State's Office on March 24, 2017. Quentin also timely
filed a proof of claim (Claim No. 9-1) on June 27, 2018 asserting a
secured claim of approximately $376,636,26 for "goods
sold/supplied" and later an amended proof of claim (Claim No. 9-2)
on Aug. 22, 2018 asserting a secured claim of approximately
$484,113.03 for "goods sold/supplied." The proofs of claim also
states that Quentin is entitled to 10% interest because the credit
application requires the Debtor to pay interest of 10% per annum
and all reasonable expenses, including attorneys' fees, of Quentin.
The Trustee disputes the amount and secured status of Quentin's
proof of claim 14-2. However, Quentin's liens, if any, will attach
to the proceeds of the sale to the same extent, scope and priority
as the prepetition liens or interests.
c. Merchant Bank/Merchant Advance Pay: Merchant filed a late
proof of claim (Claim 14-1) on July 30, 2018 asserting a total
claim of $321,324. It recorded a UCC-1 financing statement that
covers substantially all of the Debtor's assets with the California
Secretary of State's Office on Feb. 1, 2018 which was within the 90
days prior to the Petition Date. The Trustee is investigating
Merchant's proof of claim to verify, among other things, whether
the proceeds of the loan were actually received and used by the
Debtor. However, Merchant's liens, if any, will attach to the
proceeds of the sale to the same extent, scope and priority as the
pre-petition liens or interests.
The Trustee is not proposing to disburse the proceeds from the sale
of the Property to any purported secured creditor absent further
order of the Court. All liens and interests of these creditors
will attach to the proceeds of the sale to the same extent, scope
and priority as the pre-petition liens or interests.
Finally, the Trustee asks that the 14-day stay periods provided by
Bankruptcy Rules 6004(h) and 6006(d) be waived to facilitate the
closing of the sale of the Property as soon as possible after the
entry of an order granting the Motion.
A copy of the BPA attached to the Motion is available for free at:
http://bankrupt.com/misc/Onebada_Inc_146_Sales.pdf
About Onebada BBQ
Onebada BBQ Inc. operates a Korean barbeque restaurant doing
business as "Bulgogi House" located at 6901 Walker Street, La
Palma, California.
Onebada sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. C.D. Cal. Case No. 18-11855) on Feb. 9, 2018. The Debtor
hired the Law Office of Jaenam Coe PC as its bankruptcy counsel.
Timothy J. Yoo was appointed as Chapter 11 trustee for the Debtor.
The Trustee hired Levene, Neale, Bender, Yoo & Brill LLP as his
legal counsel.
ORION HEALTHCORP: Bank Group Opposes Bid to Revisit DIP Loan Order
------------------------------------------------------------------
BankruptcyData.com reported that Bank of America, as prepetition
agent for the prepetition lenders and DIP agent for the DIP secured
parties of Orion Healthcorp (collectively the "Bank Group")
objected to the motion of creditors Kevin and Edel Kelly seeking
modification or clarification of the final orders relating to the
Debtors' debtor-in-possession ("DIP") financing.
BankruptcyData related that the objection asserts, "The Court
should deny the Motion because the time to challenge or raise any
objections to the Final DIP Financing Order has expired; Kevin and
Edel do not have standing to assert the purported claims set forth
in the Motion; and Kevin and Edel do not have a legal or equitable
right to proceeds from the sale of New York Network Management's
('NYNM Management') assets. When assessing whether a creditors
committee should be granted standing to pursue claims on behalf of
a debtor, the Second Circuit Court of Appeals has stated that the
committee must show that the debtor unjustifiably failed to bring
suit after a demand was made or that making the demand would be
futile. Kevin and Edel have not offered any argument suggesting
that the Creditors' Committee cannot adequately pursue claims on
behalf of NYNM Management. Indeed, Kevin and Edel explicitly
incorporated by reference the Creditors' Committee's arguments in
the Motion. Kevin and Edel have not demonstrated that NYNM
Management's assets included funds from the March 2017 sale, that
they are entitled to recover any portion of the proceeds from the
March 2017 sale, that they can trace funds from the March 2017 sale
to the Bankruptcy Sale Proceeds, or provided any other
justification to circumvent the Code's priority procedures and have
their interests placed ahead of NYNM Management's other creditors.
Accordingly, the Court should deny Kevin and Edel's motion to the
extent they seek either an express or constructive trust over the
Bankruptcy Sale Proceeds."
The dates which led to this objection are as follows: "On January
30, 2017, Bank of America, as the Prepetition Agent, executed a
Prepetition Credit Agreement with CHT Mergersub, Inc. in the amount
of $145,000,000. The funding for NYNM Acquisition's purchase of
NYNM Management was provided under an 'Incremental Term Increase
Agreement,' which increased the amount loaned under the Credit
Agreement by $30 million. The sale of NYNM Management's assets
closed on August 1, 2018 for a purchase price of $16.5 million. At
the March 10, 2017 closing, NYNM Acquisition deposited $820,500
into escrow and issued a payment of $15,964,000 to Elizabeth, a
portion of which she distributed to other members of NYNM
Management. On October 26, 2017, more than eight months after the
closing and the distribution of 95% of the proceeds from the
closing to Elizabeth, the New York State Court issued an order
requiring that 10% of the net proceeds from the closing be placed
into escrow. The challenge period was subsequently extended until
August 27, 2016, and utlimately a final DIP order was entered,
which retained the August 27, 2016 challenge deadline. On August
12, 2016, after entry of the final DIP order, an individual
creditor of the debtor filed a motion to extend the challenge
period to allow for further investigation of his individual claim.
The Final DIP Financing Order provided that the Challenge Period
would expire on July 3, 2018. Furthermore, the deadline to object
to the Proposed Stipulated Order, which reaffirmed the Challenge
Period expiration date and made the stipulations in the Final DIP
Financing Order applicable to NYNM Management, was August 23, 2018.
Kevin and Edel filed notices of appearance in the NYNM Management
case on July 17, 2018 and in the Orion case on July 20, 2018."
BankruptcyData noted that the Kelly's motion states, "Prior to
NYNM's filing of its Voluntary Petition, NYNM was a solvent and
profitable company. While NYNM's corporate parents were financially
troubled, NYNM had substantial assets and no need for debt
financing. This is all-the-more true now, as NYNM is selling
substantially all of its assets in the Bankruptcy Sale and will
have no ongoing operational expenses. Absent a showing that the
subsidiary is a mere sham or alter ego of the parent, the
bankruptcy court cannot disregard the subsidiaries separate
corporate existence. NYNM Acquisition did not close on the Sale
until March 2017, and could not have pledged any interest to B of A
before that as part of the January 2017 $130 million financing
agreement. NYNM Acquisition could not pledge all of NYNM's
membership interest or assets to secure a loan solely benefiting
itself after the Sale either. To perfect an interest in a pledged
security, ownership in the pledged security must be unequivocally
surrendered. Given that NYNM Acquisition never issued the final
earn-out payment in relation to the Sale and failed to make
required escrow payments in relation to the original tranche of the
Sale price, the Bankruptcy Sale is in effect a continuation of the
original Sale. As a result, 10% of the net proceeds of the
Bankruptcy Sale should be segregated and treated as a trust for the
benefit of Kevin and Edel, satisfying the previously unfulfilled
trust obligations of NYNM and NYNM Acquisition. To the extent the
Court determines that the funds that should have, but were not,
held in trust do not constitute part of an express trust res, it
should impose a constructive trust upon 10% of the net proceeds of
the Bankruptcy Sale. The Kellys request that this Court issue an
Order pursuant to 11 U.S.C. 105 and Fed. R. Bankruptcy Proc. 9014
modifying and/or clarifying of the Final Order Authorizing Debtors
to Obtain Postpetition Financing to establish that it does not
apply to assets of New York Network Management and Case No.
18-74545 (AST).""
About Orion HealthCorp
Constellation Healthcare Technologies, Inc., is a healthcare
services organization providing outsourced revenue cycle
management, practice management, and group purchasing services to
U.S. physicians. Orion Healthcorp, et al. --
http://www.orionhealthcorp.com/-- are a consolidated enterprise of
several companies aggregated through a series of acquisitions,
which operate the following businesses: (a) outsourced revenue
cycle management for physician practices, (b) physician practice
management, (c) group purchasing services for physician practices,
and (d) an independent practice association business, which is
organized and directed by physicians in private practice to
negotiate contracts with insurance companies on their behalf while
those physicians remain independent and which also provides other
services to those physician practices. Orion has locations in
Houston, Texas; Jericho, New York; Lakewood, Colorado;
Lawrenceville, Georgia; Monroeville, Pennsylvania; and Simi Valley
California.
Constellation Healthcare Technologies, Inc., along with certain of
its subsidiaries, including Orion Healthcorp, Inc., on March 16,
2018, initiated voluntary proceedings under Chapter 11 of the U.S.
Bankruptcy Code to facilitate an orderly and efficient sale of its
businesses. The lead case is In re Orion Healthcorp, Inc.
(E.D.N.Y. Lead Case No. 18-71748).
The Debtors have liabilities of $245.9 million.
The Hon. Carla E. Craig is the case judge.
The Debtors tapped DLA Piper US LLP as counsel; Hahn & Hessen LLP,
as conflicts counsel; FTI Consulting, Inc., as restructuring
advisor; Houlihan Lokey Capital, Inc., as investment banker; and
Epiq Bankruptcy Solutions, LLC as claims and noticing agent.
The Office of the U.S. Trustee on April 4, 2018, appointed three
creditors to serve on the official committee of unsecured creditors
in the Chapter 11 cases. The Committee tapped Pachulski Stang Ziehl
& Jones LLP as its legal counsel, and CBIZ Accounting, Tax and
Advisory of New York, LLC, as its financial advisor.
On July 5, 2018, affiliate New York Network Management, L.L.C.,
followed parent Orion into bankruptcy to implement a deal to sell
its assets for at least $16.5 million.
ORION HEALTHCORP: Objects to Bid to Revisit DIP Loan Order
----------------------------------------------------------
BankruptcyData.com reported that Orion Healthcorp filed an
objection to the motion of creditors Kevin and Edel Kelly seeking
modification or clarification of the final orders relating to te
Debtors' debtor-in-possession ("DIP") financing.
BankruptcyData related that the objection asserts, "The Kellys'
Motion should be denied as the relief sought therein is not only
untimely, but it is unnecessary. First, the Challenge Period
provided for in the Final DIP Order has expired. As the Court is
aware, debtors and lenders routinely agree to a challenge period as
a compromise to afford interested parties with a reasonable period
of time to review the lender's liens and claims while also
providing lenders with the security of knowing that, after
expiration of the challenge period, they will not be faced with the
risk of future litigation regarding their secured status. Absent a
limited challenge period, lenders would be reluctant to loan money
to a debtor-in-possession. Here, the Kellys attempt to circumvent
the Challenge Period agreed to by the Debtors, Prepetition Secured
Lenders and Committee and approved by the Court in the Final DIP
Order under the guise of a modification or clarification of the
Final DIP Order two months after the expiration of the Challenge
Period. For this reason alone, the Kellys' Motion should be
denied. Finally, the Motion should be denied because neither the
New York State Court nor this Court has made any findings as to the
nature and validity of the Kellys' claims. Based upon a cursory
review of the Kellys' allegations in the State Court Litigation as
well as the filings in these chapter 11 cases, the Debtors believe
that the Kellys' claims are subject to mandatory subordination
under section 510(b) of the Bankruptcy Code as they relate to
damages arising from the purchase or sale of a security of the
Debtors. Accordingly, the Debtors intend to file a claim objection
in the near future seeking such subordination. The Debtors believe
that the issues raised in the Motion related to the State Court
Litigation are more appropriately addressed in connection with the
Debtors' claim objection, not the Final DIP Order."
About Orion HealthCorp
Constellation Healthcare Technologies, Inc., is a healthcare
services organization providing outsourced revenue cycle
management, practice management, and group purchasing services to
U.S. physicians. Orion Healthcorp, et al. --
http://www.orionhealthcorp.com/-- are a consolidated enterprise of
several companies aggregated through a series of acquisitions,
which operate the following businesses: (a) outsourced revenue
cycle management for physician practices, (b) physician practice
management, (c) group purchasing services for physician practices,
and (d) an independent practice association business, which is
organized and directed by physicians in private practice to
negotiate contracts with insurance companies on their behalf while
those physicians remain independent and which also provides other
services to those physician practices. Orion has locations in
Houston, Texas; Jericho, New York; Lakewood, Colorado;
Lawrenceville, Georgia; Monroeville, Pennsylvania; and Simi Valley
California.
Constellation Healthcare Technologies, Inc., along with certain of
its subsidiaries, including Orion Healthcorp, Inc., on March 16,
2018, initiated voluntary proceedings under Chapter 11 of the U.S.
Bankruptcy Code to facilitate an orderly and efficient sale of its
businesses. The lead case is In re Orion Healthcorp, Inc.
(E.D.N.Y. Lead Case No. 18-71748).
The Debtors have liabilities of $245.9 million.
The Hon. Carla E. Craig is the case judge.
The Debtors tapped DLA Piper US LLP as counsel; Hahn & Hessen LLP,
as conflicts counsel; FTI Consulting, Inc., as restructuring
advisor; Houlihan Lokey Capital, Inc., as investment banker; and
Epiq Bankruptcy Solutions, LLC as claims and noticing agent.
The Office of the U.S. Trustee on April 4, 2018, appointed three
creditors to serve on the official committee of unsecured creditors
in the Chapter 11 cases. The Committee tapped Pachulski Stang Ziehl
& Jones LLP as its legal counsel, and CBIZ Accounting, Tax and
Advisory of New York, LLC, as its financial advisor.
On July 5, 2018, affiliate New York Network Management, L.L.C.,
followed parent Orion into bankruptcy to implement a deal to sell
its assets for at least $16.5 million.
PAONESSA ALFROMBRAS: Nov. 29 Plan Confirmation Hearing Set
----------------------------------------------------------
The Bankruptcy Court has issued an order conditionally approving
the amended disclosure statement explaining Paonessa Alfrombras,
Inc.'s amended plan of reorganization and will convene a hearing on
the final approval of the Disclosure Statement and confirmation of
the Plan on November 29, 2018 at 9:30 a.m.
Since February 28, 1992, the Debtor has been in the business of
selling, installing and distributing carpets for residential and
commercial buildings, and operates with a showroom located in
Santurce, Puerto Rico, also storing an inventory of rolled carpets
in a warehouse.
Holders of Class 4 allowed General Unsecured Claims will receive a
one-time lump sum payment of $3,000.00, distributed pro-rata among
creditors based on their allowed claims. The distribution equals to
0.84% of allowed amount in this class and will be paid on the
Effective Date.
Payments and distributions under the Amended Plan will be funded by
the on-going operations of the Debtor's business.
A copy of the Amended Disclosure Statement is available at
https://tinyurl.com/yc2v3u58 from PacerMonitor.com at no charge.
The Debtor is represented by:
Myrna L. Ruiz-Olmo, Esq.
MRO Attorneys at Law LLC
PO Box 367819
San Juan, PR 00936-7819
Tel. 787-237-7440
Email: mro@prbankruptcy.com
PARDUE HOLDINGS: Taps Thompson Burton as Special Counsel
--------------------------------------------------------
Pardue Holdings LLC seeks approval from the U.S. Bankruptcy Court
for the Middle District of Tennessee to hire a special counsel.
The firm proposes to employ Thompson Burton PLLC to pursue remedies
for an automatic stay violation.
Phillip Young, Jr., an associate with Thompson and the attorney who
will be handling the case, charges an hourly fee of $395.
Mr. Young disclosed in a court filing that he and his firm do not
have any interest adverse to the Debtor or its bankruptcy estate
and creditors.
The firm can be reached through:
Phillip G. Young, Jr., Esq.
Thompson Burton PLLC
One Franklin Park
Tower Circle, Suite 200
Franklin, TN 37067
Phone: (615) 465-6008
Email: phillip@thompsonburton.com
About Pardue Holdings
Pardue Holdings LLC, which conducts business under the name Pardue
Distributing -- http://www.parduedistributing.com/-- is a
family-owned company that offers janitorial, paper, restaurant and
hotel supplies, linens, apparel and more. It is headquartered in
Nashville, Tennessee.
Pardue Holdings sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Tenn. Case No. 18-04887) on July 24,
2018.
In the petition signed by Dennis L. Pardue, managing member, the
Debtor disclosed $251,934 in assets and $1,180,713 in liabilities.
Judge Randal S. Mashburn presides over the case.
The Debtor tapped Steven L. Lefkovitz, Esq., at the Law Offices of
Lefkovitz & Lefkovitz as its legal counsel.
PHILADELPHIA SCHOOL: Moody's Reviews Ba2 Bond Rating for Upgrade
----------------------------------------------------------------
Moody's Investors Service has placed the Ba2 bond ratings for
Philadelphia School District, PA under review for upgrade. The
district's general obligation as well as its lease-backed debt is
currently rated Ba2; all underlying school district bond ratings
are on review for upgrade.
RATINGS RATIONALE
The review for upgrade is driven by its recent change of outlook
for the city of Philadelphia (A2) to stable from negative,
reflecting the continued strengthening of the city's economy and
the city's improved financial position. The review for upgrade is
also as a result of new, permanent tax revenues approved and
implemented by the city and designated for Philadelphia schools,
which largely eliminates the district's projected deficits over the
next five years. The review for upgrade also follows the
dissolution of the district's state-appointed governance board in
July 2018, which has been replaced with a mayoral-appointed board,
further highlighting the strong governance ties between the city
and the school district.
The school district's credit profile has continued to strengthen,
as evidenced by its improved financial position over the last few
years. Its charter enrollment has largely stabilized, and
management is prudent and effective. These strengths continue to be
offset, however, by a fund balance and liquidity position that is
relatively weak versus peers.
The district's lease revenue bonds are rated on parity with its
general obligation bonds, as Moody's views the security for the
revenue bonds as ultimately equivalent to a full faith, credit and
taxing power pledge.
RATING OUTLOOK
All ratings are under review for upgrade.
FACTORS THAT COULD LEAD TO AN UPGRADE
- Structurally balanced operations in the near term and continued
improvement in reserves
- Further evidence of charter stabilization and improved district
school operations
FACTORS THAT COULD LEAD TO A DOWNGRADE
- Structurally imbalanced operations for a prolonged period
leading to fund balance depletion
- Further expansion of charters; deterioration of district
enrollment not coupled with significant expenditure cuts
- Any reduction of city committed revenues
LEGAL SECURITY
The district's GO bonds are secured by the district's full faith,
credit and taxing power.
The district's lease revenue bonds are secured by lease payments
made by the district to the State Public School Building Authority.
Under the lease agreement with SPSBA, the district covenants that
the lease payments represent a full faith, credit and taxing power
pledge, and therefore, Moody's currently rates the lease revenue
bonds on parity with the district's GO bonds.
PROFILE
Philadelphia School District is the largest public school district
in Pennsylvania and the eleventh largest in the country. The
district operates more than 200 schools with enrollment of 203,814
(includes 74,325 students in charters and alternative schools) as
of June 30, 2017.
METHODOLOGY
The principal methodology used in the general obligation ratings
was US Local Government General Obligation Debt published in
December 2016. The principal methodology used in the lease ratings
was Lease, Appropriation, Moral Obligation and Comparable Debt of
US State and Local Governments published in July 2018.
PHOENIX RISES: Dec. 4 Plan Confirmation Hearing
-----------------------------------------------
Judge Elizabeth S. Stong of the U.S. Bankruptcy Court for the
Eastern District of New York approved the second amended disclosure
statement explaining The Phoenix Rises, LLC's second amended plan
of reorganization.
The hearing on confirmation of the Debtor's Plan shall be held on
December 4, 2018, at 10:00 A.M.
November 27, in no later than 5:00 P.M., is the deadline for filing
with the Court the objections to the confirmation of the Plan.
National Loan Investors, L.P. (NLI), a secured creditor, is
expected to receive its claim totaling $575,674.96 on or before
January 31, 2019.
Pursuant to a separate Order of the Court, retroactive to October
1, 2018, and on the first day of each month thereafter, the Debtor
is directed to make monthly adequate protection payments to NLI in
the amount of $3,000.00 each, which are each to be applied to
interest, until the Allowed NLI Secured Claim is paid in full.
Upon the failure of the Debtor to (a) pay the Allowed Secured
Claim
of NLI by January 31, 2019 from Exit Financing; or (b) obtain a
Sale Approval Order by January 31, 2019, subject to extension with
the consent of NLI, which shall not be unreasonably withheld; or
(c) close on a Court approved sale by February 28, 2019, and pay
the Allowed NLI Secured Claim in full, by such date; subject to a
60 day extension with the consent of NLI, which shall not be
unreasonably withheld; or (d) the Debtor's failure to make
adequate
protection payments to NLI, then NLI may present an order
modifying
the automatic stay pursuant to Sec. 362(d)(1) of the Bankruptcy
Code, in order to permit NLI, its successors and assigns, to
enforce all rights and remedies at law and equity under and in
connection with the loan documents and that certain judgment of
foreclosure and sale entered July 25, 2017 in the state court
foreclosure action pending in Kings County bearing Index No.
502070/2013.
A full-text copy of the Disclosure Statement dated November 1,
2018
is available at:
http://bankrupt.com/misc/nyeb18-42184-36.pdf
About The Phoenix Rises
The Phoenix Rises, LLC, owns the real property and improvements
located at 934 E. 51st Street, Brooklyn, New York. Phoenix Rises
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
E.D.N.Y. Case No. 18-42184) on April 19, 2018. In the petition
signed by Mark Bobb, managing member, the Debtor estimated assets
of $1 million to $10 million and liabilities of less than $1
million. Judge Elizabeth S. Stong presides over the case.
PIERSON LAKES: Wants to Maintain Plan Exclusivity Through March 7
-----------------------------------------------------------------
Pierson Lakes Homeowners Association, Inc., requests the U.S.
Bankruptcy Court for the Southern District of New York to extend
the Debtor's exclusive time to confirm the its Plan (as same may be
amended) to March 7, 2019.
On Aug. 3, 2018, during the exclusive period to file a plan,
creditors Pierson Project, L.L.C., Potake Lake, L.L.C., Rock Hill
L.L.C. d/b/a Rock Hill Project filed a plan of reorganization.
On Aug. 9, 2018, the Debtor filed its disclosure statement and plan
of reorganization. The Debtor also sought for an extension of its
exclusive time to confirm a plan under Section 1121(e)(3) of the
Bankruptcy Code on Aug. 30, 2018.
On Aug. 24, 2018, the Plan Sponsors filed a motion seeking to
challenge the Debtor's designation as a small business debtor or,
in the alternative, reducing the Debtor's exclusive period to file
a plan for cause pursuant to Section 1121(e) of the Bankruptcy
Code.
At the Sept. 13, 2018 hearing, the Court granted the Debtor's
Extension Motion and denied the Sponsors' Small Business Motion as
untimely. In denying the Sponsors' Small Business Motion, the
Court ruled that the Debtor's status as a small business Debtor is
beyond challenge, and that the filing of the Sponsors' Plan was
null and void. In granting the Extension Motion, the Court
extended the Debtor's exclusive time to confirm a plan to and
including Dec. 31, 2018.
By order entered on Nov. 1, 2018, the Court approved the Debtor’s
disclosure statement and set a confirmation hearing on the Debtor's
plan of reorganization for Dec. 17, 2018.
The Debtor's Plan contemplates a payout of the Sponsors' allowed
claim over 10 years at an interest rate at 4.36%. The Debtor's
homeowners have already demonstrated that they are serious about
funding a plan of reorganization, first by voting to approve a
10-year payout at the federal interest rate and second, it is
expected, to approve an interest rate of 4.36% at a vote held prior
to the Confirmation Hearing.
The Debtor intends to notice a special meeting of homeowners -- to
be held prior to the Confirmation Hearing -- for the purpose of
voting to approve a special assessment on the basis that the
interest rate to be paid to the Sponsors is 4.36%.
The Debtor recognizes that if a settlement between the Debtor and
Sponsors cannot be reached, the Court may determine at the
Confirmation Hearing that the provisions of the Debtor's Plan are
not fair and equitable. In that event, the only obstacle to
confirming a plan would be a third vote by the Debtor's homeowners
to approve the terms of a plan that the Court determines would be
fair and equitable.
However, if the Court determines at the Confirmation Hearing that
the provisions of the Debtor's Plan are not fair and equitable, the
Debtor will have to notice a subsequent special meeting of
homeowners for the purpose of voting to approve the terms of a plan
that the Court determines would be fair and equitable. Given the
timing of the Confirmation Hearing immediately before the holidays,
the Debtor finds it impossible to notice and conduct a special
meeting of homeowners prior to the current December 31, 2018
deadline for the Debtor to confirm its plan.
The Debtor hopes to confirm the Debtor's Plan at the Dec. 17, 2018
Confirmation Hearing. In an abundance of caution, however, if the
Debtor is required to seek homeowner approval of terms other than
those in the Debtor's Plan, the Debtor needs an extension of time
to confirm a plan.
About Pierson Lakes Homeowners
Pierson Lakes Homeowners Association, Inc., is a tax-exempt
homeowners association based in Sterlington, New York. Pierson
Lakes Homeowners Association filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 18-22463) on March 27, 2018. In the petition
signed by Sean Rice, president, the Debtor disclosed $1.55 million
in assets and $3.49 million in liabilities. The Hon. Robert D.
Drain presides over the case. Gary M. Kushner, Esq., and Scott D.
Simon, Esq., at Goetz Fitzpatrick LLP, serve as bankruptcy counsel
to the Debtor.
PLAZA DE RETIRO: TSLP Bid to Remand NMHCA Suit to State Ct. Nixed
-----------------------------------------------------------------
The interpleader proceeding captioned NEW MEXICO HEALTH CARE ASSN.,
INC., Plaintiff, v. PLAZA DE RETIRO, INC. et. Al., Defendants, Adv.
No. 18-01043-t (Bankr. D.N.M.) asks the Court to determine the
proper recipients of about $89,000. The plaintiff filed the
proceeding in state court and named 92 defendants as potential
claimants. One defendant removed the proceeding and filed a motion
for turnover. Another defendant objected to turnover and asked the
Court to remand the proceeding.
Having reviewed the briefs of the parties and the record of the
bankruptcy case, Bankruptcy Judge David T. Thuma concludes that it
will grant the turnover motion and deny the motion to remand.
On June 15, 2018, NMHCA filed the proceeding in the Second Judicial
District Court of the State of New Mexico, asking the court to
determine who should receive the Dividend. The complaint named 92
defendants, mostly creditors of the Debtor. One defendant, William
F. Davis & Associates, P.C., removed the proceeding to this Court
on July 23, 2018. The next day, Davis & Associates filed a motion
seeking turnover of the Dividend. Taos Senior Living Partners, LP
objected to the turnover motion; it asked the Court to remand the
proceeding to state court, arguing that the Court lacks subject
matter jurisdiction.
The Debtor filed its bankruptcy schedules on March 26, 2009. The
Debtor amended schedule B on April 24, 2009. Neither the original
nor the amended schedule B disclosed the $88,798.21 Dividend that
is the subject of this adversary proceeding.
With exceptions not relevant here, a bankruptcy estate consists of
"all legal or equitable interests of the debtor in property as of
the commencement of the case." Because the Dividend was paid on
account of the Debtor's pre-petition insurance premiums, the right
to the Dividend was estate property on the petition date, and the
Dividend became estate property when it was declared. If the Debtor
had not filed for bankruptcy protection, the NMHCA would have sent
the Dividend to the Debtor. Had the bankruptcy case had still been
pending when the Dividend was declared, NMHCA would have sent the
Dividend to the Trustee. Thus, the Dividend is an asset of the
Debtor's estate, available to pay the estate's creditors.
The Court holds that the proceeding should not be remanded. In In
re Gregory Rock House Ranch, LLC, 339 B.R. 249, the court held that
"in determining whether it is appropriate to remand a removed
proceeding, it is proper for the Court to consider the standards
applicable to abstention." The factors courts analyze in
determining whether to abstain include the:
1. Effect that abstention would have on the efficient
administration of the bankruptcy estate;
2. Extent to which state law issues predominate;
3. Difficulty or unsettled nature of applicable state law;
4. Presence of a related proceeding commenced in state court or
other nonbankruptcy court;
5. Federal jurisdictional basis of the proceeding;
6. Degree of relatedness of the proceeding to the main bankruptcy
case;
7. Substance of the asserted core proceeding;
8. Feasibility of severing the state law claims;
9. Burden the proceeding places on the bankruptcy court's docket;
10. Likelihood that commencement of the proceeding in bankruptcy
court involves forum shopping by one of parties;
11. Existence of a right to jury trial; and
12. Presence of nondebtor parties in the proceeding.
After analyzing, the Court holds that the factors do not weigh in
favor of permissive abstention. The Court, therefore, will not
remand this proceeding under 28 U.S.C. section 1452(b).
Given that the Court has determined that removal of this proceeding
was appropriate, and that remand and/or abstention is not
warranted, there is no reason why NMHCA should continue to hold the
Dividend. It would be more appropriate for the Dividend to be
placed in the Court registry, pending entry of an order directing
disbursement of the Dividend to the proper parties.
A copy of the Court's Opinion date Oct. 24, 2018 is available at
https://bit.ly/2PY4qJE from Leagle.com.
New Mexico Health Care Association, Inc., Plaintiff, represented by
J. Brent Moore -- bmoore@montand.com -- Montgomery & Andrews, P.A.
& Matthew A. Zidovsky -- mzidovsky@montand.com -- Montgomery &
Andrews, P.A.
Plaza De Retiro, Inc., Defendant, pro se.
Taos Senior Living Partners, LP, Defendant, represented by Randy S.
Bartell -- rbartell@mondtand.com -- Montgomery & Andrews, PA.
John William Himes, Defendant, pro se.
Internal Revenue Service, Defendant, pro se.
U.S. Trustee Program, Defendant, pro se.
Cascade Healthcare Services, LLC, Defendant, pro se.
Plaza De Retiro, Inc., sought Chapter 11 protection (Bankr. D.
N.M. Case No. 09-10974) on March 11, 2009. William F. Davis,
Esq., in Albuquerque, represents the Debtor. The Debtor filed a
Chapter 11 plan and disclosure statement on July 7, 2009,
promising 60 payments of $6,000 per month to pay all
administrative and priority claims in full and compromise and
settle all unsecured claims for approximately $300,000. The plan
also proposed that equity holders would retain their interests.
POINT.360: Medley Creditors Object to Disclosure Statement
----------------------------------------------------------
BankruptcyData.com reported that Point.360 creditors Medley Capital
Corporation and Medley Opportunity Fund II (together, "Medley")
filed an objection to the Debtors' Amended Disclosure Statement.
The objection asserts, "Fundamentally, a disclosure statement
should tell parties in interest how a chapter 11 plan will work,
why it will work and, given that many debtors are in bankruptcy for
a reason, why the proposed plan is superior to simply converting
the debtor's case and liquidating under chapter 7 of the Bankruptcy
Code. In other words, a disclosure statement, like the bankruptcy
process itself, should be first and foremost about clear
communication to creditors who may vote on the plan.
"The Amended Disclosure Statement fails to adequately address how
confirmation of the Amended Plan will put the Debtor in a position
to succeed and repay its creditors. It contains materially false
information and nowhere near 'adequate information' regarding a
variety of issues that are of material importance to creditors and
other parties in interest when considering approval or rejection of
the Amended Plan, and it glosses over and fails to explain key
assumptions that make the Amended Plan unworkable. As a threshold
matter, the Amended Plan is un-confirmable as a matter of law in at
least three respects.
First, the Amended Plan is not feasible. The Amended Plan provides
for an Effective Date no earlier than March 1, 2019, but the Debtor
continues to lose money and, more importantly, lacks a commitment
for financing beyond October 31, 2018 (with any potential future
extension for no more than six months at a time).
"Further, although the Amended Disclosure Statement does not
disclose what cash and other liquidity will be available between
the date hereof and the earliest projected Effective Date, the
little information that is provided demonstrates that the Debtor
will not have sufficient cash both on the Effective Date (to pay
Medley $572,764.28 in accrued and unpaid prepetition interest owing
to Medley (plus other accrued and unpaid interest and expenses
owing to Medley)) and on July 1, 2020 (the 'Medley Loan Maturity
Date') to pay Medley in full. The Amended Plan also contains
provisions that impair Medley even though the Debtor purports to
treat Medley as 'unimpaired.' Although the Debtor chose to
voluntarily dismiss the Adversary Proceeding (rather than face a
motion to dismiss), such dismissal is without prejudice and the
Debtor is proposing to transfer the right to prosecute the false
'claims' against Medley and Deloitte to the Creditors' Committee
and leave the Creditors' Committee in place until such claims are
resolved. The Amended Disclosure Statement should be denied. There
is no certainty as to the Effective Date of the Amended Plan.
"Moreover, a multitude of issues must be resolved before the Debtor
can provide adequate disclosure, including, for example, (a) the
Debtor's lack of any committed financing beyond October 31, 2018;
(b) the Debtor's improper treatment of the Insider (e.g., the
Disguised Sale and Insider Release); (c) the Debtor's alleged
claims against Medley (despite facially saying that Medley is
unimpaired); (d) the Debtor's alleged ability to sell the Medley
Collateral and use the proceeds to pay junior general unsecured
creditors (effectively prioritizing lower-tier creditors and
rendering Medley unsecured); and (e) clarifying that the Debtor's
specious interest in approximately $4 million in settlement
proceeds in connection with certain commercial tort claims against
Deloitte and Managease, Inc. (the 'MVF Proceeds') is just that.
Accordingly, approval of the Amended Disclosure Statement should be
denied."
About Point.360
Point.360 (PTSX) -- http://www.point360.com/and
http://www.mvf.com/-- is an integrated media management services
company providing film, video and audio post-production, archival,
duplication and data distribution services to motion picture
studios, television networks, independent production companies and
multinational companies. The Company provides the services
necessary to edit, master, reformat and archive its clients' audio,
video, and film content, which include television programming,
feature films, and movie trailers. On July 8, 2015, Point.360
acquired the assets of Modern VideoFilm to expand the Company's
service offering. The Company also rents and sells DVDs and video
games directly to consumers through its Movie-Q retail stores. The
Company is headquartered in Los Angeles, California.
Point.360 filed a voluntary petition for reorganization under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No.
17-22432) on Oct. 10, 2017.
In the petition signed by Haig S. Bagerdjian, the Company's
Chairman, President and CEO, the Debtor disclosed total assets of
$11.14 million and total debt of $14.77 million as of March 31,
2017.
The Hon. Julia W. Brand is the case judge.
The Debtor hired Lewis R. Landaue, Esq., as bankruptcy counsel, and
TroyGould PC, as transactional counsel.
No trustee has been appointed, and the Company will continue to
operate its business as "debtor in possession" under the
jurisdiction of the Court and in accordance with the applicable
provisions of the Bankruptcy Code and orders of the Court.
PREFERRED CARE: Transferring of Artesia and Las Cruces Facilities
-----------------------------------------------------------------
Artesia Health Facilities, L.P., and Pinnacle Health Facilities
XXXIII, LP, affiliates of Preferred Care, Inc., ask the U.S.
Bankruptcy Court for the Northern District of Texas (i) to
authorize Artesia to transfer the operations and assets of the San
Pedro Nursing and Rehabilitation Center in Artesia, New Mexico to
Artesia Care Holdings, L.L.C.; and (ii) to authorize Pinnacle to
transfer the operations and Assets of Sagecrest Nursing and
Rehabilitation Center, a skilled nursing facility in Las Cruces,
New Mexico, to Las Cruces Care Holdings, LLC.
Artesia operates the San Pedro Facility. It leases the San Pedro
Facility from New Mexico Art-Port Facilities, LLC, an affiliate of
the Debtors' lessors, the Kading Group. Pinnacle operates the
Sagecrest Facility. It leases the Sagecrest Facility from Las
Cruces Associates, L.P., an affiliate of the Kading Group.
The Debtors have granted liens and security interests on
substantially all of their assets to Wells Fargo Bank and FSF DIP,
LLC to secure DIP financing approved by the Court.
Artesia has negotiated the terms of an Operations Transfer
Agreement ("OTA") for the transfer of the operations and the sale
of its Assets used in the operations of the San Pedro Facility to
Artesia Care. Pinnacle has negotiated the terms of an OTA for the
transfer of the operations and the sale of its assets used in the
operations of Sagecrest Facility to Las Cruces. The Purchasers
were identified through an extensive search conducted by the
lessors at the request of the Debtors.
In the Debtors' opinion, the Purchasers are the only viable
available new operators that are (a) capable of taking over the
operations of the Facilities within a timetable that will maximize
the value of the Debtors' estates and (b) approved by the
respective lessors.
Each Purchaser has entered or will enter into a new lease for its
respective Facility simultaneously with the transfer of the
operations to each Purchaser. Accordingly, the Debtors propose to
sell and assign the right to operate the Facilities, as well as to
transfer the Assets used in connection with the operation of the
Facilities, to the Purchasers.
Generally, the OTAs and related agreements provide that:
a. the Debtors will terminate and reject the leases associated
with each Facility (the “Lease Terminations”). Each Purchaser
will then enter into a new lease for its Facility;
b. the Debtors will sell and transfer the operations and
related assets for the Facilities, including all inventory,
supplies, and other assets necessary for the operation of the
Facilities, to the Purchasers;
c. the Debtors will assume and assign certain contracts and
unexpired leases related to operation of the Facilities to the
Purchasers, with all monetary defaults that must be cured to be
cured prior to the proposed closing; and
d. the Purchasers will employ at least 70% of the employees at
the Facilities.
The Debtors believe that the value of the Assets being transferred
pursuant to the OTAs is de minimis. Their only valuable
assets—receivables generated prior to the closing of the transfer
-- will be retained as Excluded Asset(s) under the OTAs and applied
to the outstanding balance of the line of credit and/or DIP
Facility with Wells Fargo as they are collected.
To allow the counterparties to the Assumed Contracts (if any) to
protect their rights and facilitate the transfer process, the
Debtors propose to file and serve a Cure Amount Notice on the
non-Debtor parties to the Assumed Contracts on Nov. 2, 2018. The
Cure Amount Objection Deadline is Nov. 14, 2018.
The Debtors believe the transfer of the Facilities to the
Purchasers pursuant to the OTAs constitute the best transaction
available for the transfer of the Facilities, maximize the value of
each Debtors' estate, and are in the best interests of their
stakeholders, especially the residents of the Facilities.
Accordingly, they ask the Court to (i) approve the OTAs; (ii)
authorize them to transfer of the Facilities and related Assets
through the transactions contemplated by the OTAs free and clear of
all liens, claims, interests, and encumbrances including, without
limitation, any claims arising under doctrines of successor
liability; (iii) approve the assumption and assignment of the
Assumed Contracts to the Purchasers; and (iv) approve the
termination and rejection of the leases by and between the Debtors
and the lessors.
Finally, the Debtor asks the Court to waive any 14-day stay imposed
by Bankruptcy Rules 6004 and 6006.
A hearing on the Motion is set for Nov. 15, 2018 at 1:30 p.m.
Objections, if any, must be filed within 21 days from the date of
service.
A copy of the OTA attached to the Motion is available for free at:
http://bankrupt.com/misc/Preferred_Care_1241_Sales.pdf
Artesiacan be reached at:
ARTESIA CARE HOLDINGS, LLC
c/o Invigorate Healthcare, Inc.
5200 N. Palm Ave., Suite 107
Fresno, CA 93704
Email: brandon@invigorate.healthcare
- and -
Jennifer M. Sternsh, Esq.
SANDERS REHASTE STERNSHEIN & HARVEY, LLP
5316 E. Chapman Ave.
Orange, CA 92869
Telephone: (714) 289-7070
Email: jennifer@srshhealthlaw.com
- and -
Elizabeth Green, Esq., Partner
BAKERHOSTETLER LLP
200 S Orange Ave suite 23
Orlando, FL 32801
E-mail: egreen@bakerlaw.com
About Preferred Care
Preferred Care, Inc., is a Delaware corporation that is owned by
Mr. Thomas Scott. PCI is a holding company for numerous
wholly-owned, non-debtor subsidiaries that collectively own four
mental health facilities located in Mississippi, a developmental
facility in Florida, and a management contract for the operations
of a skilled nursing home in Texas.
The Debtors, other than PCI, 33 skilled nursing facilities in
Kentucky and New Mexico. Their non-debtor affiliates operate an
additional 75 skilled nursing facilities in ten additional states.
Accordingly, the Debtors and their non-debtor affiliates operate
108 skilled nursing, assisted living and independent living
facilities in 12 states (approximately 11,500 beds and 9,300
residents).
Preferred Care, Inc., and 33 of its affiliates sought Chapter 11
protection (Bankr. N.D. Tex. Case No. 17-44642) on Nov. 13, 2017.
The Debtors' bankruptcy proceedings have been jointly administered
under the PCI's bankruptcy case.
An official committee of unsecured creditors has been appointed in
the Chapter 11 cases. The committee tapped Gray Reed & McGraw LLP
as its legal counsel.
RAINBOW NATURAL: Plan Exclusivity Deadline Moved to Dec. 20
-----------------------------------------------------------
The Hon. Edward Ellington of the U.S. Bankruptcy Court for the
Northern District of Mississippi, at the behest of Rainbow Natural
Grocery Cooperative, has extended the Debtor's deadline in which to
file a Plan and Disclosure Statement up to and including Dec. 20,
2018. The exclusivity date for confirming the Debtor's Plan is
also extended until Feb. 18, 2019.
About Rainbow Natural Grocery Cooperative
Rainbow Natural Grocery Cooperative sought protection under Chapter
11 of the Bankruptcy Code (Bankr. N.D. Miss. Case No. 18-01604) on
April 23, 2018. At the time of the filing, the Debtor estimated
assets of less than $1 million and liabilities of less than $1
million. Judge Edward Ellington presides over the case. The
Debtor tapped J. Walter Newman, Esq., at Newman & Newman, as its
legal counsel.
RCR WOODWAY: Fronza Buying Houston Property for $890K
-----------------------------------------------------
RCR Woodway Investments, Inc., asks the U.S. Bankruptcy Court for
the Southern District of Texas to authorize the sale of the real
property known as 6600 Harrisburg, Houston, Texas, to Paolo Fronza
and/or his assignee for $890,000.
The Property is described as being Lots 1 through 10, Resubdivision
of the West 1/2 of Block 2, Magnolia Park No. 1, Harris County,
Texas, according to the map or plat thereof recorded in Volume 548,
Page 317, Deed Records, Harris County, Texas, (HCAD account numbers
0542130000003 and 0542130000019).
The Property is substantially all of the property of the Debtor.
The Debtor and the Buyer have entered into their Commercial
Contract - Improved Property. Pursuant to the Contract, the
closing is to occur on Dec. 2, 2018. The Debtor believes that the
sale is in the best interest of the Debtor and its creditors at
large because the sale will pay all creditors in full at closing.
The claims of Harris County and Houston ISD and related taxing
authorities and PlainsCapital Bank will be paid at closing unless
the Debtor contests the amount of such claim. In the event of a
dispute as to the amount of any claim, then the title company will
escrow 110% of the amount of such claim (or such other amount as
agreed by the parties) and the Debtor will file a claim objection
within five business days of the closing of the sale of the
Property.
Harris County, Houston ISD and Plains Capital Bank consent to the
Motion. There are no other Creditors of the bankruptcy estate.
The Debtor asks that the 14-day stay pursuant to Bankruptcy Rule
6004(h) not apply, and the relief granted be effective immediately
upon entry of the order approving the sale.
Objections, if any, must be filed within 21 days from the date the
Motion was served.
A copy of the Contract attached to the Motion is available for free
at:
http://bankrupt.com/misc/RCR_Woodway_39_Sales.pdf
The Purchaser:
Paolo Fronza
2509 Robinhood St.
Suite 120
Houston, TX 77005
Telephone: (713) 376-3040
E-mail: paolo@rossinicaffe.com
About RCR Woodway Investments
RCR Woodway Investments, Inc., sought protection under Chapter 11
of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 18-32239) on
April 30, 2018. At the time of the filing, the Debtor estimated
assets of less than $1 million and liabilities of less than
$500,000. The Debtor hired the Law Office of Margaret Maxwell
McClure as its legal counsel.
REPUBLIC METALS: Taps Donlin Recano as Claims Agent
---------------------------------------------------
Republic Metals Refining Corporation received approval from the
U.S. Bankruptcy Court for the Southern District of New York to hire
Donlin, Recano & Company, Inc. as its claims and noticing agent.
The firm will oversee the distribution of notices and the
maintenance, processing and docketing of proofs of claim filed in
the Chapter 11 cases of the company and its affiliates.
Donlin's hourly rates for professional services are:
Senior Bankruptcy Consultant $175
Case Manager $140
Technology/Programming Consultant $110
Consultant/Analyst $90
Clerical $45
Prior to their bankruptcy filing, the Debtors provided the firm a
$10,000 retainer and $21,285 for its pre-bankruptcy fees and
expenses.
Roland Tomforde, chief operating officer of Donlin, disclosed in a
court filing that his firm is "disinterested" as defined in section
101(14) of the Bankruptcy Code, according to court filings.
The firm can be reached through:
Roland Tomforde
Donlin, Recano & Company, Inc.
6201 15th Avenue,
Brooklyn, NY 11219
Phone: 212.481.1411
About Republic Metals Refining Corp.
Founded in 1980, Republic Metals Refining Corporation and its
affiliates are refiner of precious metals with a primary focus on
gold and silver. The Debtors have the capacity to produce
approximately 80 million ounces of silver and 350 tons of gold,
along with over 55 million pieces of minted products per annum.
Suppliers ship unrefined gold and silver to the Debtors for
refining from all over The United States and the Western
Hemisphere. The Debtors provide their products and services to a
diverse base of global mining corporations, financial institutions
and jewelry manufacturers.
Republic Metals Refining, Republic Metals Corporation and Republic
Carbon Company, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D.N.Y. Case Nos. 18-13359 to 18-13361) on
November 2, 2018.
In the petition signed by CRO Scott Avila, Republic Metals Refining
estimated assets of $1 million to $10 million and liabilities of
$100 million to $500 million.
The Debtors tapped Akerman LLP as their legal counsel; Paladin
Management Group, LLC as financial advisor; and Donlin, Recano &
Company, Inc. as its claims and noticing agent.
REYNOLDS DEVELOPMENT: Dec. 10 Plan Confirmation Hearing
-------------------------------------------------------
Judge Thomas L. Saladino of the U.S. Bankruptcy Court for the
District of Nebraska conditionally approved the disclosure
statement explaining Reynolds Development Company, LLC's Chapter 11
plan.
The hearing on final approval of the disclosure statement and on
confirmation of the plan shall be held December 10, 2018, at 9:00
A.M.
The plan proposes to pay unsecured claims 10% of the allowed
amount
of the claim to be paid over a period of five years with the first
payment to made one year from the date of confirmation of the plan
and on the same date thereafter for four more years.
The debtor will make payments from continued construction
operations of Ryan Reynolds and personal capital contributions
from
Ryan Reynolds as needed to effectuate the terms of the plan.
A copy of the Disclosure Statement is available for free at:
http://bankrupt.com/misc/neb18-41099-20.pdf
About Reynolds Development
Reynolds Development Company, LLC filed a Chapter 11 petition
(Bankr. D. Neb. Case No. 18-41099) on July 6, 2018, and is
represented by John C. Hahn, Esq. from Wolfe, Snowden, Hurd, Luers
& Ahl, LLP. Mr. John Hahn can be reached at
bankruptcy@wolfesnowden.com.
RMH FRANCHISE: Asserts That Applebee's Claims Are Overstated
------------------------------------------------------------
BankruptcyData.com reported that RMH Franchise Holdings filed an
objection to proof of claim numbers 474, 477, and 486 filed by Dine
Brands Global, Applebee's Restaurants and Applebee's Franchisor
(collectively, "Applebee's"), solely for purposes of voting on the
First Amended Joint Plan of Reorganization.
The Debtors asserted, "After multiple mediation sessions, numerous
settlement meetings, and months of discussions and negotiations
among the Debtors, Applebee's, the Plan Sponsor, the Agent, and the
Committee, the Debtors filed the Plan, which they believe maximizes
the value of their estates for the benefit of all creditors and
other stakeholders. The Plan, if consummated, will maximize the
value of the Debtors' business as a going concern and ensure the
continued operation of numerous profitable Applebee's locations
under skilled and experienced management, thereby preserving jobs
and benefitting the Applebee's brand as a whole. Further, as a
condition to confirmation of the Plan, the Franchise Agreements
will be assumed and Applebee's undisputed Cure Costs will be paid
in full. Accordingly, the Plan is a significant achievement, which
ensures real, economic results for the Debtors' various
stakeholders, including Applebee's, which could not otherwise be
obtained.
"Applebee's, the Debtors' adversary in the litigation that has
taken center stage for much of these Chapter 11 Cases, potentially
stands in the way of the parties' hard-fought, value maximizing
compromise. The Applebee's Claims assert vastly overstated damages,
without support, based on conclusory factual assertions and legal
theories, which the Debtors vehemently dispute, and which the
Court, with respect to certain claims, has already rejected. If
counted for voting purposes in their full asserted amounts, the
Applebee's Claims would potentially allow Applebee's to silence the
voices of the Debtors' legitimate General Unsecured Creditors.
Accordingly, the Debtors are filing this Objection, for the
ultimate benefit of their estates and creditors, to ensure that
Applebee's votes in an amount that more closely reflects its
economic interest in the Debtors' estates vis-a-vis other
creditors, considering, among other factors, the nature and
relative merit of the Applebee's Claims and the record of the
Chapter 11 Cases."
About RMH Franchise Holdings
RMH Franchise, headquartered in Atlanta, Georgia --
https://www.rmhfranchise.com/ -- is an Applebee's restaurant
franchisee with over 163 standardized restaurants located across 15
states. RMH Holdings is the direct or indirect parent of each of
the other Debtors. ACON Franchise Holdings, LLC, a non-debtor,
owns 100% of the shares of RMH Holdings.
RMH Franchise Holdings, Inc., and certain of its affiliates filed
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 18-11092) on May
8, 2018. In the petitions were signed Michael Muldoon, president,
RMH Franchise Holdings estimated assets and liabilities of $100
million to $500 million.
Affiliates that concurrently filed voluntary petitions for relief
under Chapter 11 of the Bankruptcy Code are NuLnk, Inc. (Bankr. D.
Del. Case No. 18-11093), RMH Illinois, LLC (Case No. 18-11094), RMH
Franchise Corporation (Case No. 18-11095), and Contex Restaurants,
Inc. (Case No. 18-11096).
The case is assigned to Judge Brendan Linehan Shannon.
Young, Conaway, Stargatt & Taylor, LLP, serves as bankruptcy
counsel to the Debtors; Mastodon Ventures, Inc., is the
restructuring advisor; Hilco Real Estate LLC serves as real estate
broker; and Prime Clerk LLC acts as claims and noticing agent.
On May 24, 2018, the U.S. Trustee appointed an official committee
of unsecured creditors in the Debtors' cases. Kelley Drye & Warren
LLP serves as lead counsel to the Committee while Zolfo Cooper LLC
acts as bankruptcy consultant and financial advisor.
RMH FRANCHISE: Files Plan Supplements
-------------------------------------
BankruptcyData.com reported that RMH Franchise holdings filed a
Plan Supplement to its First Amended Joint Chapter 11 Plan of
Reorganisation. The supplement contains the following documents:
Exhibit 1 - Form Reorganized Debtors Constituent Documents
Exhibit 2 - Form Management Incentive Stock Plan
Exhibit 3 - Form Amended Credit Agreement
Exhibit 4 - Valuation Summary
Exhibit 5 - Identification of New Board of Directors
Exhibit 6 - List of Reorganized Debtors' Officers and Directors
About RMH Franchise Holdings
RMH Franchise, headquartered in Atlanta, Georgia --
https://www.rmhfranchise.com/ -- is an Applebee's restaurant
franchisee with over 163 standardized restaurants located across 15
states. RMH Holdings is the direct or indirect parent of each of
the other Debtors. ACON Franchise Holdings, LLC, a non-debtor,
owns 100% of the shares of RMH Holdings.
RMH Franchise Holdings, Inc., and certain of its affiliates filed
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 18-11092) on May
8, 2018. In the petitions were signed Michael Muldoon, president,
RMH Franchise Holdings estimated assets and liabilities of $100
million to $500 million.
Affiliates that concurrently filed voluntary petitions for relief
under Chapter 11 of the Bankruptcy Code are NuLnk, Inc. (Bankr. D.
Del. Case No. 18-11093), RMH Illinois, LLC (Case No. 18-11094), RMH
Franchise Corporation (Case No. 18-11095), and Contex Restaurants,
Inc. (Case No. 18-11096).
The case is assigned to Judge Brendan Linehan Shannon.
Young, Conaway, Stargatt & Taylor, LLP, serves as bankruptcy
counsel to the Debtors; Mastodon Ventures, Inc., is the
restructuring advisor; Hilco Real Estate LLC serves as real estate
broker; and Prime Clerk LLC acts as claims and noticing agent.
On May 24, 2018, the U.S. Trustee appointed an official committee
of unsecured creditors in the Debtors' cases. Kelley Drye & Warren
LLP serves as lead counsel to the Committee while Zolfo Cooper LLC
acts as bankruptcy consultant and financial advisor.
ROSS COTTOM: Dec. 17 Plan Confirmation Hearing
----------------------------------------------
Judge Laura K. Grandy of the U.S. Bankruptcy Court for the Southern
District of Illinois conditionally approved the disclosure
statement explaining Ross Cottom Lanes Inc.'s Chapter 11 plan.
A hearing on the Disclosure Statement and the confirmation of the
Debtor's Plan of Reorganization will be held on December 17, 2018,
at 09:00 A.M.
Further, any objection to the Disclosure Statement or to
confirmation of the Plan shall be filed on or before December 7,
2018, with a copy forwarded to the attorney for the debtor, Douglas
A Antonik.
Class 3 unsecured creditors will be paid in full. This filed or
listed unsecured claims of $941,283.79. The Class 3 claimants will
be paid $50,000 over a five-year period with semi-annual payments
of $5,000, to be paid pro-rata, beginning in June 30, 2019 and
semi-annually thereafter for a total of 10 semi-annual payments.
No
interest will accrue on the indebtedness. This class is impaired.
The property of the Debtor will revest in the Debtor upon
confirmation. The stockholder of the Debtor, Doug Cottom, will
remain stockholder in the Post-confirmation Debtor and will own
100% of the interest in the corporation.
A copy of the Disclosure Statement is available for free at:
http://bankrupt.com/misc/ilsb18-40016-47.pdf
About Ross Cottom Lanes
Ross Cottom Lanes Inc. owns in fee simple interest a 16-lane
bowling center on approximately two acres of land located at 2080
Highway 45 N. Harrisburg, Illinois. The property is valued by the
company at $750,000. Ross Cottom Lanes is a small business debtor
as defined in 11 U.S.C. Section 101(51D), with gross revenue
amounting to $330,136 for fiscal year 2017 and $371,993 for fiscal
year 2016.
Ross Cottom Lanes sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Ill. Case No. 18-40016) on Jan. 8,
2018. In its petition signed by authorized representative Douglas
E. Cottom, the Debtor disclosed $864,725 in assets and $2.31
million in liabilities. Judge Laura K. Grandy presides over the
case. Antonik Law Offices serves as counsel to the Debtor.
SEARS HOLDINGS: Gets Interim OK for Store Liquidation Sales
-----------------------------------------------------------
BankruptcyData.com reported that the Court hearing the Sears
Holdings' case approved on an interim basis the Debtors' motion
seeking approval of (i) procedures for store closing sales and (ii)
the assumption of a liquidation consulting agreement with Abacus
Advisors Group.
BankruptcyData related that "The motion attaches a list of the 142
stores to be closed. Closing the Closing Stores will maximize value
to all stakeholders. It will immediately lower the Debtors' costs
and increase cash flow from operations. The Debtors will liquidate
any inventory remaining at the Closing Stores as part of the Store
Closing Sales, which the Debtors believe will maximize return on
its inventory as part of their store closing process. As part of
closing the Closing Stores, the Debtors may transfer their
first-generation inventory and other premium products from the
Closing Stores to the Debtors' remaining stores….Of the Initial
Closing Stores, 98 were unprofitable in fiscal year 2017, and 44
produced flat or marginal profits in fiscal year 2017 or are
trending downwards in 2018 due to local market and competitive
factors. To date, no buyer has expressed an interest in buying the
Initial Closing Stores on a going concern basis. The liquidation of
assets at the Initial Closing Stores is expected to yield
approximately $42 million in net proceeds, which will be used to
pay down the DIP ABL Facility and fund these chapter 11 cases. By
this Motion, the Debtors seek approval of streamlined procedures to
sell the inventory, furniture, fixtures, and equipment ('FF&E'),
and other assets in the Closing Stores (collectively, the 'Store
Closing Assets'), in each case free and clear of liens, claims, or
encumbrances (the 'Store Closing Procedures,' and the sales, the
'Store Closing Sales')."
The motion continues, "The Debtors are also seeking authority to
assume their liquidation consulting agreement (the 'Liquidation
Consulting Agreement') with Abacus Advisors Group L.L.C. (the
'Liquidation Consultant'), a liquidation consulting firm that the
Debtors have engaged to advise the Debtors on the most effective
way to run a seamless and efficient multi-store closing process,
and to maximize the value of assets being sold. On an average, the
Liquidation Consultant has achieved gross inventory sales of
approximately $1.10 – $1.20 per dollar for the Company's
prepetition liquidation sales, which exceeds the market rate of
inventory sales achieved for liquidation consultants generally, and
particularly when compared to liquidation sales in bankruptcy. In
consideration of the services to be rendered, the Debtors will
provide the Liquidation Consultant with a fee equal to between
$100,000 and $140,000 per month, depending on the number of active
closing in any given month in exchange for Store Closing Sales
related to the Inventory (the 'Inventory Fee')….Sale Expenses
include, among other things, the actual cost for each supervisor's
fees of $2,450 per week, plus reasonable travel costs and bonuses
(which bonuses are in the discretion of the Liquidation Consultant
and based upon a formula, up to a cap of $1,225 per week per
supervisor)."
The Court schedules a final hearing on November 15, 2018.
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: Shipper Yang Ming Objects to DIP Financing
----------------------------------------------------------
BankruptcyData.com reported that Yang Ming (America) & Yang Ming
Marine Transport filed an objection to Sears Holdings' DIP
Financing.
BankruptcyData related that the objection asserts, "The Motion
indicates that Bank of America as collateral agent ("BofA"), is the
first lien holder. Yang Ming submits that with respect to certain
container loads of cargo under the custody and control of Yang
Ming, this is not accurate. Rather, Yang Ming holds a priority
possessory security interest in the Debtors' merchandise loaded
inside containers in Yang Ming's possession (the "Merchandise") for
unpaid freight, demurrage and charges due Yang Ming post-petition.
To the extent that the Debtors seek a priming lien in Merchandise
subject to Yang Ming's possessory interest, Yang Ming objects to
the relief sought in the Motion. Yang Ming has the Merchandise in
its possession or under its control. By the time of the hearing on
the Motion, it is expected that approximately 130 containers will
have been discharged from ocean vessels and placed "on hold" at
terminals and storage locations under Yang Ming's control. Yang
Ming is or will soon be owed more than $250,000 for unpaid freight
plus demurrage and additional charges incurred in connection with
the handling of the Merchandise... To maintain perfection of its
interest in the Merchandise, Yang Ming continues to possess the
Merchandise on notice to the Debtors. As a priority secured party,
Yang Ming is entitled to receive its collateral or the value of the
collateral up to the amount of all unpaid freight, demurrage and
charges due or to be come due post-petition. Since post-petition
freight, demurrage and other charges are not yet paid, Yang Ming is
entitled to retain possession of the Merchandise to secure its
claim so that it may ultimately execute its maritime lien on the
cargo. Any freight charges or demurrage due for the post-petition
period constitute amounts that are secured by the Merchandise."
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.
SEPCO CORP: Files Plan to Channel Asbestos PI Claims to Trust
-------------------------------------------------------------
Sepco Corporation filed a plan of reorganization and disclosure
statement whose purpose is to channel the Asbestos Personal Injury
Claims to the Asbestos Personal Injury Trust in accordance with
Section 524(g) of the Bankruptcy Code.
The Asbestos Personal Injury Trust will assume liability for the
Asbestos Personal Injury Claims and use the assets conveyed to the
Asbestos Personal Injury Trust to resolve the Asbestos Personal
Injury Claims and to compensate eligible holders of the Asbestos
Personal Injury Claims in a fair and efficient manner.
As of the Petition Date, the Debtor had approximately 4,816 open
and pending Asbestos Personal Injury Claims. In addition,
approximately 32,238 Asbestos Personal Injury Claims were
technically pending against the Debtor, but may be "inactive"
either as a matter of state law or because they have been dormant.
Over the years, the Debtor paid a total of approximately $120
million in settlement and defense costs, of which approximately $75
million was funded by its insurers and the remaining $45 million
from the Debtor's own financial assets. As a result of these
payments, all of the Debtor's primary liability insurance coverage,
and much of its excess liability insurance coverage, has been
exhausted. As of the Petition Date, the Debtor was receiving
payments under only one of its insurance policies (issued by
Firemen's Fund Insurance Company), and that policy pays only a
small percentage of the Debtor's settlement and defense costs. At
the Petition Date, the Debtor had been in a dispute with The
Hartford Financial Services Group, Inc., First State Insurance
Company, and Twin City Fire Insurance Company, which the Debtor
asserted and believed issued certain liability policies to the
Debtor, or under which the Debtor believed it was entitled to
insurance coverage.
During the Chapter 11 Case, the Debtor settled prepetition disputes
with Hartford. The Asbestos Claimants Committee's special insurance
counsel, Gilbert LLP, spearheaded the negotiations with Hartford
that, in consultation with the Debtor, the Asbestos Claimants
Committee, and the Future Claimants' Representative, culminated in
that settlement. Under the settlement, Hartford agreed to pay
$17,500,000 to resolve any claims relating to insurance coverage
and to "purchase-back" all of Sepco's interests in the Hartford
Policies that Hartford had issued.
Because of the limited resources of the Asbestos Personal Injury
Trust, the TDP provides for the payment by the Asbestos Personal
Injury Trust of eligible Asbestos Personal Injury Claims based only
on certain diseases. The TDP establishes a schedule of five
asbestos-related diseases: Mesothelioma, Lung Cancer 1, Lung Cancer
2, Other Cancer, and Severe Asbestosis. To qualify for payment,
claimants must submit specific medical and exposure evidence as
provided in the TDP. Claimants who do not meet those criteria will
not receive a settlement offer from the Asbestos Personal Injury
Trust. Non-malignant asbestos-related diseases that do not qualify
as Severe Asbestosis under the criteria set forth in the TDP will
not be compensable by the Asbestos Personal Injury Trust. However,
claimants with nonmalignant asbestos-related diseases who are
subsequently diagnosed with Severe Asbestosis or a malignant
disease will be able to seek compensation from the Asbestos
Personal Injury Trust.
The Asbestos Personal Injury Claim values for each Disease Level
are:
Level Scheduled
Disease Category Value
------- -------- ---------
V Mesothelioma $50,000
IV Lung Cancer 1 $17,000
III Lung Cancer 2 $5,000
II Other Cancer $7,000
I Severe Asbestosis $12,000
A copy of the Disclosure Statement is available at
https://tinyurl.com/y7xcewk6 from PacerMonitor.com at no charge.
About Sepco Corporation
Aurora, Ohio-based Sepco Corporation filed a Chapter 11 bankruptcy
petition (Bankr. N.D. Ohio. Case No. 16-50058) on Jan. 14, 2016.
The petition was signed by Richard J. Szekelyi as chief
restructuring officer. At the time of filing, the Debtor had
estimated assets and liabilities ranging from $10 million to $50
million each.
Buckley King, LPA represents the Debtor as counsel. The Debtor
employed Kurtzman Carson Consultants LLC as its notice, balloting,
and claims agent.
The case has been assigned to Judge Alan M. Koschik.
Daniel M. McDermott, the United States Trustee for Region 9,
appointed seven creditors to serve on the committee of asbestos
claimants, namely: (1) Thomas P. Glembocki; (2) Raymond
Grzywinski;
(3) Morris Jacks; (4) John Lavender; (5) Joachim Hans Lohman; (6)
Harry David Tift; and (7) Patrick M. Walsh.
The Official Committee of Asbestos Claimants in the bankruptcy
case
of Sepco Corporation retained Caplin & Drysdale, Chartered, as its
counsel and Brouse McDowell, A Legal Professional Association, as
its Ohio co-counsel, and Gilbert LLP as its special counsel.
Lawrence Fitzpatrick, the Future Claimants' Representatives of
Sepco Corporation, has retained Young Conaway Stargatt & Taylor,
LLP, as his bankruptcy counsel; and Black McCuskey Souers &
Arbaugh
Co., LPA, as his Ohio counsel.
SEUNG N. KIM: Chen Buying College Point House for $975K
-------------------------------------------------------
Seung N. Kim asks the U.S. Bankruptcy Court for the Eastern
District of New York to authorize the sale real estate property
located at 503 119th Street, College Point, New York to Chia Fu
Chen for $975,000.
At the time of filing petition, the Debtor has owned the House as
tenancy by entirety. The Debtor estimated that the fair market
value of the House is over $800,000.
There is only one mortgage on the House from Bank of New York c/o
Shellpoint Mortgage servicing. The mortgage pay off amount of the
House is approximately $617,180. The Debtor has no unsecured
debts.
The Debtor filed the case because the foreclosure sale of the House
was scheduled. His intent to file the instant Chapter 11 case is
to sell the House, pay off mortgage debt, take the equity cushion
in the House, and accomplish a fresh start.
The Debtor retained Eagle Realty to solicit and locate a possible
buyer of the House. To that end, on Oct. 17, 2018, he executed the
contract to sell the House at $975,000 to the proposed Buyer, free
and clear of any interest. The initial deposit of $48,750 was
tendered and is being held in the escrow account by the Debtor's
counsel. The contract is subject to the Buyer's obtaining the
mortgage of $275,000.
Based upon a review of the proofs of claim filed in connection with
the instant case and the amounts stated in the Debtor's petition
and schedules, approximately $617,180 is required to pay in full
the mortgagee, Shellpoint. The sale price is anticipated to
provide sufficient funds to pay in full the Debtor's secured
creditor: the Contract amount is $975,000, less the $617,180
mortgage and $25,000 Broker commission.
It is the best interest of the bankruptcy estate, creditors and
parties in interest for the Court to grant approval of the sale.
A hearing on the Motion is set for Nov. 14, 2018 at 2:30 p.m.
Objections, if any, must be filed no later than seven days prior to
the return date of the Motion.
A copy of the Contract attached to the Motion is available for free
at:
http://bankrupt.com/misc/Seung_Kim_26_Sales.pdf
The Purchaser:
Chia Fu Chen
136-31 Cherry Ave.
Flushing, NY 1135
Counsel for the Debtor:
Dong Sung Kim, Esq.
KIM, CHOI, & KIM, P.C
154-05 Northern Blvd. Suite 301
Flushing, NY 11354
Telephone: (917) 669-7970
- or -
Dong Sung Kim, Esq.
460 Bergen Blvd., #206
Palisades Park, NJ 07650
Telephone: (201) 363-0010
E-mail: kimchoikim@gmail.com
Seung N. Kim sought Chapter 11 protection (Bankr. E.D.N.Y. Case No.
18-43776) on June 28, 2018. The Debtor tapped Dong Sung Kim, Esq.,
at Kim Choi & Kim PC, as counsel.
STEAM DISTRIBUTION: Plan Centers on Settlement of AOP Claim
-----------------------------------------------------------
Steam Distribution, LLC, Havz, LLC, and One Hit Wonder, Inc., filed
a joint plan of reorganization and accompanying disclosure
statement centered around a settlement agreement with AOP Ventures,
Inc., which resolves all of the disputes surrounding the largest
general unsecured claim asserted in the Debtors' bankruptcy cases
(i.e., AOP's claim), and avoids the need for the Debtors to expend
time and resources: (1) litigating the California Lawsuit; (2)
litigating the Texas Lawsuit; or (3) filing objections to AOP's
proofs of claim.
On or about August 5, 2015, the Debtors were sued in federal
district court for the Central District of California by AOP in a
case styled AOP Ventures, Inc., a Delaware corporation, Plaintiff,
v. Steam Distribution, LLC, a California limited liability company;
One Hit Wonder, Inc., a California corporation; Havz, LLC, dba
Steam Wholesale, a California limited liability company, [et al.],
Defendants, and bearing case number 5:15-CV-01586 VAP (KKx) for
trademark infringement on the use of the "Milk Man" mark.
The Debtors commenced a lawsuit on August 9, 2017, in the District
Court for the Northern District of Texas, Dallas Division, styled
One Hit Wonder, Inc., Plaintiff v. AOP Ventures, Inc., Deus Juice,
LLC, Defendants bearing case number C.A. No.: 2:17-CV-2105. The
Texas Lawsuit alleged that another entity, Good Vapes, LLC, had
prior rights to the Milk Man mark in Texas and nationwide that
preempted AOP's claim on the mark. OHW purchased all of Good Vapes'
right, title, and interest in and to the Milk Man mark on or about
October 5, 2016.
The Settlement provides that AOP will have an allowed unsecured
claim against the Debtors jointly and severally in the amount of
$16 million. The Claim is settled in the amount of $1.6 million.
The Debtors will pay the Settled Amount by way of payment of either
(1) $750,000 ("Initial Down-Payment"), or (2) $1,250,000
("Discounted Payoff"). If the Discounted Payoff is paid on the
Effective Date, the Settled Amount will be considered paid in full,
and no amounts will be owed to AOP. Alternatively, if the Initial
Down-Payment is paid by the Debtors on the Effective Date, the
remaining balance of the Settled Amount in the amount of $850,000
(the "Balance") must be paid in 16 quarterly installment payments
of $53,125.00 each per quarter due on the last day of the calendar
quarter.
The Debtors will obtain a new capital contribution or post-petition
financing in the amount of $1,250,000 to assist the Reorganized
Debtors to pay the liabilities set forth in the Plan.
General unsecured claims, classified in Class 4, total $17,912,566,
which figure excludes: (1) inter-company debt among the Plan
Proponents; and (2) the unsecured portion of the Internal Revenue
Service's disputed claim, Claim No. 1, filed in OHW Holdings' case.
Class 4 Claims are impaired. Each holder of a class 4 allowed
claim will receive in full settlement and satisfaction of its class
4 allowed claim a cash payment for its prorated share of
$1,791,256.60, which the Reorganized Debtors will pay in equal
installments over 16 quarters on the last day of each calendar
quarter (i.e., March 31, June 30, September 30, and December 31) --
unless a separate Court order is entered approving a different
payment schedule for a specific class 4 creditor's prorated share
of $1,791,256.60.
A copy of the Disclosure Statement is available at
https://tinyurl.com/ybsjdvnu from PacerMonitor.com at no charge.
About Steam Distribution
Steam Distribution -- http://www.onehitwondereliquid.com/-- is a
wholesaler and distributor in the vape/e-cig industries.
Handcrafted in Los Angeles, California, One Hit Wonder eLiquid
contains ingredients including TruNic 100% USA grown and extracted
liquid nicotine.
Steam Distribution, LLC, Havz, LLC, d/b/a Steam Wholesale and One
Hit Wonder, Inc., each filed voluntary petitions under Chapter 11
of the Bankruptcy Code (Bankr. D. Nev. Case Nos. 18-11598 to
18-11600), commencing their bankruptcy cases on March 26, 2018.
The Debtors have filed motions requesting joint administration of
their three cases.
In the petitions signed by Robert Hackett, managing member, Steam
Distribution and One Hit Wonder estimated assets and liabilities at
$1 million to $10 million each, while Havz estimated $50,000 to
$100,000 in assets and $1 million to $10 million in liabilities.
The Hon. August B. Landis and the Hon. Mike K. Nakagawa are
assigned to these cases.
The Debtors hired Candace C. Carlyon, Esq. of Clark Hill PLLC as
local counsel; and John Patrick M. Fritz, Esq. of Levene, Neale,
Bender, Yoo & Brill LLP as its legal counsel.
The U.S. Trustee for Region 17 on May 18, 2018, appointed five
creditors to serve on the official committee of unsecured creditors
in the Chapter 11 cases of Steam Distribution and Havz, LLC. The
committee members are: (1) AOP Ventures, Inc.; (2) Chubby Gorilla,
Inc.; (3) Team 32 Packaging; (4) WJ Labs LLC/Custom Research Labs,
Inc.; and (5) Starbuzz Tobacco, Inc.
The Committee is represented by James Patrick Shea, Esq., Scott D.
Fleming, Esq., Bart K. Larsen, Esq., at Kolesar & Leatham, in Las
Vegas, Nevada.
SUMMIT FINANCIAL: Taps Garnet Capital as Investment Banker
----------------------------------------------------------
Summit Financial Corp. seeks approval from the U.S. Bankruptcy
Court for the Southern District of Florida to hire Garnet Capital
Advisors LLC.
The firm will provide general financial advisory and investment
banking services, which include a review of the Debtor's financial
condition, prospects and estimate market pricing for its portfolio.
Garnet Capital will also assist the Debtor in structuring and
effecting a sale transaction if it determines to pursue such
transaction.
Garnet Capital will get 1% of the gross sale proceeds. If a sale
is not completed, the firm will receive a total fee of $75,000.
Moreover, the Debtor will reimburse the firm in the amount of
$10,000 for work-related expenses.
Robin Ishmael, a managing partner at Garnet Capital, disclosed in a
court filing that her firm is "disinterested" as defined in section
101(14) of the Bankruptcy Code.
Garnet Capital can be reached through:
Robin Ishmael
Garnet Capital Advisors LLC
500 Mamaroneck Avenue
Harrison, NY 10528
Phone: 914.909.1000
About Summit Financial Corp
Summit Financial Corp -- https://www.summitfinancialcorp.org/ --
provides financing by purchasing and servicing retail installment
sales contracts originated at franchised automobile dealerships and
select independent used car dealerships located throughout Florida,
Alabama, and Georgia. From its location in Plantation, Florida,
Summit Financial provides financing for automobile loans for
customers that fail to meet the standards of financing from
conventional sources, such as most banks, credit unions and other
national finance companies. The Company was founded in 1984.
Summit Financial filed a Chapter 11 petition (Bankr. S.D. Fla. Case
No. 18-13389) on March 23, 2018. In the petition signed by David
Wheeler, vice president, the Debtor estimated $100 million to $500
million in assets and liabilities.
Judge Raymond B. Ray presides over the case.
Leiderman Shelomith Alexander + Somodevilla, PLLC, is serving as
general bankruptcy counsel to the Debtor. Douglas J. Jeffrey,
P.A., led by principal Douglas J. Jeffrey, is serving as general
counsel and special counsel to the Debtor. Moecker Auctions, Inc.,
is the appraiser. Dinnall Fyne & Company Inc., is the accountant.
Ideal Corporate Funding, Inc., has been tapped by the Debtor to
evaluate its strategic options with respect to securing financing.
The U.S. Trustee for Region 21 appointed an official committee of
unsecured creditors on April 20, 2018. The committee retained
Craig A. Pugatch and Rice Pugatch Robinson Storfer & Cohen, PLLC as
its counsel; and KapilaMukamal, LLP as its forensic accountant and
financial advisor.
SUNCREST STONE: Seeks March 11 Plan Exclusivity Period Extension
----------------------------------------------------------------
Suncrest Stone Products, LLC and 341 Stone Properties, LLC, request
the U.S. Bankruptcy Court for the Middle District of Georgia to
extend exclusivity periods within which to file a plan and obtain
acceptances thereof through March 11, 2019 and May 9, 2018,
respectively.
Absent the requested extension, the Debtors' exclusive period to
file a plan expires on Nov. 10, 2018, and the attendant
solicitation period expires on Jan. 9, 2019.
The Debtors submit that they have worked diligently to advance this
case. Since the Petition Date, the Debtors have been focused on
important activities, including, among other things: (a) conducting
the day-to-day operations of their business; (b) preparing their
schedules and statement of financial affairs; (c) evaluating and
prioritizing their funding requirements; (d) negotiating and
advancing debtor-in-possession financing; (e) testifying at the 341
meetings; (f) preparing and participating in significant hearings
on cash collateral matters; and (g) actively discovering various
potential causes of action.
Despite their diligence in moving this case forward, the Debtors
contend that a key unresolved issue still exists -- their primary
lender Newtek Small Business Finance, LLC asserts an artificially
high value of its collateral. The Debtors sharply dispute this
contention and assert the value of the collateral is significantly
less.
Currently, the Debtors are in negotiations with Newtek Small and
CDS Business Services, to discuss setting a 2004 Examination of the
Debtors and respond to their voluminous discovery requests.
In addition, the Debtors are seeking to employ an appraiser to
appraise its property, which appraisal will assist the Court's
determination of important issues in this case. The valuation of
Debtor's real property should establish the framework within which
Debtors can begin negotiations with their secured lenders for the
repayment of their claims pursuant to a reorganization plan. The
Debtors expect their appraisal will be ready before year end.
Because the resolution of this issue is critical to Debtors'
reorganization efforts, the Debtors assert that its resolution
should occur during exclusivity, with additional time thereafter
for Debtors to develop and finalize a plan. Whether successful or
unsuccessful for Debtors, the Debtors contend that resolution of
this issue will have a fundamental impact on the plan terms that
Debtors will propose, and its resolution is required before Debtors
can move beyond a draft formulation of a plan to a definitive
proposal, and enter into meaningful negotiations with their secured
creditors.
The Debtors are confident that once this contingency is resolved,
and with additional time to negotiate with the other creditor
constituencies, they will be able move quickly to proposing a
consensual plan to resolve all matters in these cases.
About Suncrest Stone Products
Suncrest Stone Products, LLC -- https://www.suncreststone.com/ --
is a stone supplier in Ashburn, Georgia. Its products include
Ashlar, Country Ledge, Ledge, River Rock, Olde-Castle, Splitface,
Stock, and Rubble.
Suncrest Stone Products and 341 Stone Properties, LLC, sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Ga.
Lead Case No. 18-10850) on July 13, 2018. In the petition signed
by Max Suter, authorized officer, Suncrest estimated assets of less
than $1 million and liabilities of $1 million to $10 million. 341
Stone estimated $1 million to $10 million in assets and $1 million
to $10 million in liabilities. Judge Austin E. Carter presides
over the cases. Stone & Baxter, LLP, is the Debtors' counsel.
McMurry Smith & Company has been hired as their accountant.
SUPERIOR HOSPICE: Nov. 28 Plan Confirmation Hearing Set
-------------------------------------------------------
The Bankruptcy Court has issued an order approving the first
amended disclosure statement explaining the plan of reorganization
of Superior Hospice of McAllen, LLC, Superior Hospice, LLC,
Superior Home Health Services, LLC, Superior Home Health of San
Antonio, LLC, Superior Home Health of Eagle Pass, LLC, and Superior
Hospice of Del Rio, LLC.
The hearing to consider confirmation of the Plan will be on
November 28, 2018, at 9:30 a.m. Ballots are due November 16.
Objections to confirmation of the Plan are also due November 16.
The latest plan provides that the Internal Revenue Service will
agree to withhold collections of the trust fund recovery penalty
assessment against the responsible persons during the duration of
the Plan (provided there is no default as to the IRS). This
agreement only encompasses the tax periods involved in and provided
for under the confirmed plan.
The forbearance of collection efforts by the Internal Revenue
Service does not preclude any action by the IRS to file liens or
otherwise to proceed with investigation, assessment or perfection
of a security interest against the responsible persons as permitted
under federal and state law. The IRS will withhold collection
efforts against responsible persons and the period of limitations
on collection will be suspended for the trust fund periods and
until the earlier of (1) all required payments to the Internal
Revenue Service have been made under the Plan; or (2) 10 days after
the date of the demand letter for which the debtor failed to cure
the default.
The Debtor must remain current with respect to all post-petition
federal tax liabilities, including, but not limited to making
timely federal tax deposits, the timely filing of tax returns and
payment of all tax liabilities as required by applicable law during
the term of the Plan. Failure to remain current with respect to one
or more post-petition federal tax liabilities shall constitute an
event of default under the Plan; however, the Bankruptcy Court will
have no jurisdiction over any tax issues arising after the date of
confirmation. There will be no automatic stay or post-confirmation
injunction with regard to federal tax liabilities accrued after the
Petition Date (March 16, 2018), and the IRS will be free to collect
any such liabilities in accordance with the provisions of Title 26
of the United States Code and other applicable law.
A copy of the First Amended Joint Disclosure Statement is available
for free at:
http://bankrupt.com/misc/txwb18-50600-121.pdf
About Superior Home Health Services and Affiliates
Superior Home Health -- http://superiorforyou.com/-- is a provider
of home health and hospice care services with locations in Texas
and Nevada. The Debtors are affiliates of Big Guns Petroleum,
Inc., which sought bankruptcy protection (Bankr. W.D. Tex. Case No.
18-50569) on March 13, 2018.
Superior Home Health Services, LLC and its affiliates sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D.
Tex. Case No. 18-50597) on March 16, 2018. The petitions were
signed by Belinda Juarez, president. The Debtors estimated assets
of less than $500,000 and liabilities of less than $1 million.
Smeberg Law Firm, PLLC, serves as the Debtors' legal counsel.
The Hon. Ronald B. King is assigned to the case.
Affiliates that filed voluntary petitions seeking relief under
Chapter 11 of the Bankruptcy Code: Superior Home Health Services,
LLC (Case No. 18-50597); Superior Home Health of Eagle Pass, LLC
(Case No. 18-50598); Superior Home Health of San Antonio, LLC (Case
No. 18-50599); Superior Hospice of McAllen, LLC (Case No.
18-50600); Superior Hospice of Del Rio, LLC (Case No. 18-50601);
and Superior Hospice, LLC (Case No. 18-50602).
An order was entered in March 2018 directing the joint
administrative of the chapter 11 cases of Superior Hospice of
McAllen, LLC, Superior Hospice, LLC,Superior Home Health Services,
LLC, Superior Home Health of San Antonio, LLC, Superior Home Health
of Eagle Pass, LLC, and Superior Hospice of Del Rio, LLC. The
Superior Hospice of McAllen's case is the lead case.
SUPERVALU INC: Egan-Jones Withdraws B+ Sr. Unsec. Rating
--------------------------------------------------------
Egan-Jones Ratings Company, on November 6, 2018, withdrew its 'B+'
foreign currency and local currency senior unsecured ratings on
debt issued by SUPERVALU Incorporated.
SuperValu, Inc. is an American retailing company. The company,
headquartered in the Minneapolis suburb of Eden Prairie, Minnesota,
has been in business for nearly a century. It is a wholly owned
subsidiary of Providence, Rhode Island based United Natural Foods.
TALCOTT RESOLUTION: S&P Affirms 'BB' Long-Term ICR, Outlook Stable
------------------------------------------------------------------
S&P Global Ratings affirmed its 'BB' long-term issuer credit rating
on Talcott Resolution Life Inc. (TLI), and our 'BBB' issuer and
financial strength ratings on Talcott Resolution Life Insurance Co.
(TL) and Talcott Resolution Life and Annuity Insurance Co. (TLA),
and removed them from CreditWatch with negative implications, where
they were initially placed Dec. 4, 2017. At the same time, S&P
affirmed its 'A-2' short-term issuer credit rating on TLIC. The
outlook is stable.
S&P said, "The ratings reflect our view of Talcott's strategy at
the regulated insurance entities that emphasizes continuity of
management, business focus, investment portfolio management, and
strong capital adequacy following sale to an investor group
consortium. In June 2018, these entities were purchased from The
Hartford Financial Services Group Inc.
"The stable outlook reflects our view of Talcott's continuity of
operating strategy and philosophy, management team, robust risk
management, and prospective capital adequacy at the 'A' confidence
level.
"We could lower the rating over the next 12-24 months if
capitalization falls below 'A' per our capital model and we believe
it will be sustained there. We could also downgrade Talcott if the
company alters its financial risk strategy, increases volatility
that we believe is inconsistent with its intended philosophy or
ability to manage, or if we believe its enterprise risk management
program has weakened.
"We believe there is no upside to the rating over the next 24
months given its run-off status."
TAOW LLC: Dec. 12 Plan Confirmation Hearing
-------------------------------------------
The Bankruptcy Court has approved the disclosure statement
explaining TAOW LLC's Chapter 11 plan and will convene a hearing to
consider confirmation on December 12, 2018 at 10:30AM. Last day
object to confirmation is December 5.
Class 6 Claims (Non-priority unsecured claims) will be paid the
allowed amount their claims, plus interest at 2.32% per annum, in
U.S. Dollars within 5 days of a transfer of MGJV LLC's interest in
1414-11th Street or 1416-11th Street, or within 5 days of a
transfer of KASO LLC's interest in 2903 Magnolia Street, or within
180 days after the effective date of Debtor's Plan, whichever is
sooner.
A copy of the Second Amended Plan is available at
https://tinyurl.com/yajz9w9q from PacerMonitor.com at no charge.
About TAOW LLC
TAOW LLC, filed a Chapter 11 bankruptcy petition (Bankr. N.D. Cal.
Case No. 18-40158) on Jan. 18, 2018, estimating less than $1
million in assets and liabilities. The Debtor tapped the Law
Offices of Lawrence L. Szabo in Oakland, California, as counsel.
TEMPUR SEALY: S&P Cuts Issuer Credit Rating to BB-, Outlook Stable
------------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Lexington,
Ky.-based Tempur Sealy International to 'BB-' from 'BB'. The
outlook is stable.
S&P said, "At the same time, we lowered our issue-level ratings on
the company's $1.050 billion in unsecured notes to 'BB-' from 'BB'.
The '3' recovery rating remains unchanged and indicates our
expectation of meaningful (50%-70%, rounded estimate 60%) recovery
in the event of a payment default.
"As of Sept. 30, 2018, we estimate the company had about $1.9
billion in adjusted debt outstanding.
"The downgrade reflects our view that it will be challenging for
the company to reduce leverage below 4x on a sustained basis over
the next 12 months given a difficult macroeconomic backdrop and
competitive pressures. The company's reported weaker-than-expected
operating performance year-to-date has led to last-12-month (LTM)
leverage ended Sept. 30, 2018 of approximately 4.7x. We had
expected the company to achieve leverage below 4x during the third
quarter of 2018 and significant year-over-year profitability
improvement as the company rolled off one-time mattress firm
termination charges and benefited from new product launches in the
first half of the year, but that did not materialize as the company
reported results that were largely flat with the third quarter of
2017 and lowered guidance for its fiscal-year 2018. The company's
performance has been below our expectations primarily because of
severe commodity cost inflation, intense competition, unexpected
cannibalization from lower-priced product launches, and retailer
credit issues. As a result, we have revised our forecast downward
and expect leverage to remain above 4x for fiscal 2018.
"The stable outlook reflects our expectation for leverage to be
around 4x over the next 12 months as the company's earnings
continued to be pressured from inflation, tariffs, and increased
competition in the low-end price range. We also expect the company
to generate FOCF of at least $100 million over the next 12 months.
"We could lower the ratings if leverage is sustained above 5x. This
could occur if the company is unsuccessful with its higher-end
product launches leading to lower profitability from negative
product mix, if commodity costs increase beyond our expectations or
from a decline in discretionary spending. We could also lower the
rating if the company pursues large debt-financed acquisitions in
favor of repaying debt, resulting in leverage above 5x.
"We could raise the rating if the company is able to sustain
leverage below 4x through current economic uncertainty by improving
EBITDA margins to the high teens and applying excess cash flow
towards debt repayment. This could occur if there is some
stabilization in commodity prices and successful margin improvement
from increased sales from the company's higher margin Tempur-Pedic
product lines."
TENNANT CO: S&P Affirms 'BB' Issuer Credit Rating, Outlook Stable
-----------------------------------------------------------------
S&P Global Ratings affirmed its ratings on Tennant Co., including
its 'BB' issuer credit and 'BB' senior unsecured debt ratings. The
outlook remains stable.
The 'BB' issuer credit rating reflects TNC's lower debt leverage
and its solid niche position in a fairly fragmented industry. TNC
is a leading designer and manufacturer of cleaning solutions and
equipment. S&P said, "We expect that the company's leverage and
revenue base will improve modestly on contributions from solid
industrial end market growth. We anticipate that Tennant's net
adjusted debt to EBITDA will dip below 2.5x and will further
improve toward 2x in 2019."
S&P said, "The stable outlook on Tennant reflects our expectation
that the company will continue to operate profitably in an overall
healthy global economy. We also expect that Tennant will continue
to generate sufficient free cash flow to enable some debt
reduction, which should allow it to maintain debt leverage of below
2.5x over the next 12 months. At the same time, our outlook
incorporates our view that tariffs and an inflationary environment
will prove to be moderate headwinds to the company, but that these
forces in all likelihood won't be detrimental to the current rating
on the company.
"While unlikely, we could lower our ratings on Tennant if its debt
leverage deteriorated significantly from our expectations,
remaining above 3x on a sustained basis with no prospects for
improvement. This could occur, for example, if input prices rose to
a level that impaired the company's ability to operate profitably
or forced it to raise prices to a point that caused its revenue
base to shrink. We could also lower our ratings if Tennant lost
substantial market share or failed to execute its operational
initiatives. This would limit free cash generation and constrain
liquidity.
"We could raise our ratings on Tennant if the company meaningfully
increased its scale of operations and margin profile, consistent
with similarly rated peers in the broader capital goods sector. The
company could accomplish this through significantly improving its
product mix and executing its strategy to increase its
international footprint, particularly within developing markets
such as China while maintaining leverage at current levels."
TNT C&P INVESTMENTS: Imperial Fund to Get $101K From Sale Proceeds
------------------------------------------------------------------
TNT C&P Investments, LLC filed with the U.S. Bankruptcy Court for
the Southern District of Florida an amended Chapter 11 of
reorganization dated November 5, 2018, reflecting its agreement
with Class 1 secured creditor Imperial Fund, LLC.
Imperial Fund shall receive a secured claim of $101,432.37. The
claim is secured by a real property at 4741 NW 16th Street,
Lauderhill, FL. The claim shall be paid in full upon sale of the
property.
A full-text copy of the Amended Plan of Reorganization is available
at:
http://bankrupt.com/misc/flsb18-13496-61.pdf
The Debtor is represented by:
Chad Van Horn, Esq.
VAN HORN LAW GROUP, P.A.
330 N. Andrews Ave., Suite 450
Fort Lauderdale, FL 33301
Tel: (954) 765-3166
Fax: (954) 756-7103
Email: Chad@cvhlawgroup.com
About TNT C&P Investments
TNT C&P Investments, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. S.D. Fla. Case No. 18-13496) on March 26, 2018. The Debtor
hired Chad Van Horn, Esq., and the law firm of Van Horn Law Group,
Inc., as its legal counsel.
The Office of the U.S. Trustee on June 14 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of TNT C&P Investments, LLC.
TOP SHELF: Dec. 10 Liquidation Plan Confirmation Hearing Set
------------------------------------------------------------
The Bankruptcy Court has approved the second amended disclosure
statement explaining Top Shelf Sports, Inc.'s second amended plan
of liquidation. Issues related to the merits of the Plan and its
confirmation will be the subject of a confirmation hearing
scheduled for December 10, 2018, at 10:00 a.m.
In its Second Amended Plan, the Debtor disclosed that the Bank of
the West filed a proof of claim asserting a secured claim on
account of a business loan in the amount of $75,000 accruing at an
interest of 6%. The claim is secured by all of the assets of the
Debtor. The Debtor's assets have a retail value of approximately
$681,596. The Bank of the West holds a second priority secured
claim.
Public Service Credit Union also filed a proof of claim asserting a
secured claim on account of a business loan in the amount of
$84,759 accruing at an interest rate of 7.75%. Public Service
Credit Union holds a third priority secured claim.
A copy of the Second Amended Disclosure Statement is available at
https://tinyurl.com/y7hjfm47 from PacerMonitor.com at no charge.
About Top Shelf Sports
Top Shelf Sports, Inc., operates a retail store under the name
Play
it Again Sports in the Littleton, Colorado area. Play it Again
Sports sells new and used sporting goods equipment. The company's
retail location has experienced decreased sales in recent years.
Top Shelf Sports, Inc., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Colo. Case No. 17-21301) on Dec. 13,
2017. In the petition signed by David Bolle, owner, the Debtor
estimated assets of less than $50,000 and liabilities of less than
$1 million. Judge Kimberley H. Tyson presides over the case. The
Debtor is represented by Buechler & Garber, LLC. An official
committee of unsecured creditors has not yet been appointed in the
Chapter 11 case.
TRESHA-MOB: Taps William B. Kingman as Co-Counsel
-------------------------------------------------
Tresha-MOB, LLC, seeks approval from the U.S. Bankruptcy Court for
the Western District of Texas to hire The Law Offices of William B.
Kingman, P.C.
Kingman will serve as co-counsel with Eric Tery Law PLLC, the other
law firm tapped by the Debtor to represent it in its chapter 11
case.
William Kingman, Esq., president of the firm and the attorney who
will be handling the case, charges an hourly fee of $350.
Paralegals and legal assistants charge $110 per hour.
The firm received a retainer of $22,523.50 before the bankruptcy
filing. Moreover, the Debtor has agreed to pay an additional
$5,000 per month as a post-petition retainer.
Mr. Kingman disclosed in a court filing that his firm does not hold
any interest adverse to that of the Debtor.
The firm can be reached through:
William B. Kingman, Esq.
The Law Offices of William B. Kingman, P.C.
3511 Broadway
San Antonio, TX 78209
Phone: 210-829-1199
About Tresha-MOB LLC
Tresha-MOB, LLC is a lessor of real estate based in Chicago,
Illinois. Its principal assets are located at 9618 Huebner Road
San Antonio, Texas.
Tresha-MOB sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. W.D. Tex. Case No. 18-52420) on Oct. 10, 2018. At the
time of the filing, the Debtor estimated assets of $10 million to
$50 million and liabilities of $10 million to $50 million. Judge
Ronald B. King presides over the case. The Debtor tapped Eric
Terry, Esq., at Eric Terry Law, PLLC as its legal counsel.
TRIONFO 888: Unsecureds to be Paid in Full Under Proposed Plan
--------------------------------------------------------------
Trionfo 888, LLC, filed with the U.S. Bankruptcy Court for the
Eastern District of New York a disclosure statement for its first
amended plan of reorganization.
The Debtor is a limited liability company that owns a mixed-use,
3-story building at 44 Jefferson Street, Brooklyn, New York. The
Building was purchased in 2005. At that time, the building was
vacant and in need of extensive repairs. Over time, the Building
was fixed up and rented to various tenants. The building recently
started generating positive cash flow. The Debtor is owned by
Thomas Louie. He is the only "insider" of the Debtor.
Class 3 Allowed general unsecured claims should total less than
$1,000. All allowed Class 3 claims will be paid in full on the
Effective Date with interest.
Payments and distributions under the Plan will be funded by (i) net
income from rents; (ii) funds provided by Mr. Louie; and (iii) a
refinancing or sale of the Building.
A copy of the Disclosure Statement is available for free at:
http://bankrupt.com/misc/nyeb1-18-41987-40.pdf
Trionfo 888, LLC is a limited liability company that owns a
mixed-use, 3-story building at 44 Jefferson Street, Brooklyn, New
York.
Trionfo filed for chapter 11 bankruptcy protection (Bankr. E.D.N.Y.
Case No. 18-41987) on April 10, 2018, with estimated assets at $1
million to $10 million and estimated liabilities at $100,000 to
$500,000. The petition was signed by Thomas Louie, managing
member.
Judge Elizabeth S. Stong presides over the case.
TWIFORD ENTERPRISES: Taps Nicholas & Tangeman as Special Counsel
----------------------------------------------------------------
Twiford Enterprises, Inc., seeks approval from the U.S. Bankruptcy
Court for the District of Wyoming to hire a special counsel.
The Debtor proposes to employ Nicholas & Tangeman, LLC to take the
deposition of Rolling Hills Bank & Trust's representative as part
of its investigation related to its motion to enforce the automatic
stay.
Philip Nicholas, Esq., the attorney who will be providing the
services, charges an hourly fee of $270.
Mr. Nicholas disclosed in a court filing that his firm neither
represents nor holds any interest adverse to the Debtor's
bankruptcy estate.
The firm can be reached through:
Philip A. Nicholas, Esq.
Nicholas & Tangeman, LLC
170 N. 5th Street
Laramie, WY 82072
Phone: +1 307-742-7140
About Twiford Enterprises
Twiford Enterprises, Inc. is a privately held company in Glendo,
Wyoming in the crop farming industry. The Company owns in fee
simple 2870 acres of land and buildings located at 642 Horseshoe
Creek Road Glendo, Wyoming having an appraised value of $4.65
million. Its gross revenue amounted to $2.23 million in 2017 and
$2.38 million in 2016.
Twiford Enterprises, Inc. filed a Chapter 11 bankruptcy petition
(Bankr. D. Wyo. Case No. 18-20120) on March 9, 2018. In its
petition signed by its secretary, Jack Twiford, the Debtor
disclosed total assets of approximately $7.68 million and total
debt of $6.49 million.
The Hon. Cathleen D. Parker is the case judge.
The Debtor hired Stephen R. Winship, Esq., at Winship & Winship,
P.C., as counsel.
UNDER ARMOUR: Egan-Jones Lowers Senior Unsecured Ratings to BB+
---------------------------------------------------------------
Egan-Jones Ratings Company, on November 6, 2018, downgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by Under Armour Incorporated to BB+ from BBB-.
Under Armour, Incorporated is an American company that manufactures
footwear, sports, and casual apparel. Under Armour's global
headquarters are located in Baltimore, Maryland.
VERITY HEALTH: Dec. 11 Auction of All Assets of Hospital Affiliates
-------------------------------------------------------------------
Judge Ernest M. Robles of the U.S. Bankruptcy Court for the Central
District of California authorized the bidding procedures of Verity
Health System of California, Inc., and its affiliated debtors, and
their Asset Purchase Agreement dated Oct. 1, 2018 with purchaser,
the County of Santa Clara, in connection with the sale of all
hospital assets for approximately $235 million, subject to
adjustment, subject to overbid.
A hearing on the Motion was held on Oct. 24, 2018 at 10:00 a.m.
The sale will be free and clear of all claims, liens and
encumbrances.
The California Attorney General's request for a continuance of the
hearing on the Motion is denied.
The County of Santa Clara or an affiliate to be designated is
approved to be and designated as the Stalking Horse Purchaser as to
the Purchased Assets, and the form of the Stalking Horse APA is
approved.
The Bid Protections are approved. If the Stalking Horse Purchaser
is not the Successful Bidder as to the Purchased Assets and is not
then in breach, has not terminated its Stalking Horse APA to
purchase the Offered Assets (based on due diligence or other
contingency), has otherwise completed due diligence by the Bid
Deadline, and is then able to consummate the transaction, the
Stalking Horse Purchaser will be paid at closing of the sale of the
Purchased Assets (i) an amount in cash equal to $9.4 million, and
(ii) any reasonably documented reasonable costs and expenses
incurred by Stalking Horse Purchaser related to its due diligence,
and pursuing, negotiating, and documenting the Sale up to an amount
in cash not to exceed $2.35 million.
For the avoidance of doubt, neither the Break-Up Fee nor the
Expense Reimbursement will become payable until such time as (i)
the 45-day due diligence period granting to the Stalking Horse
Purchaser of the Stalking Horse APA has expired or been waived by
the Stalking Horse Purchaser; and (ii) the condition precedent set
forth in the Stalking Horse APA with respect to the consent of
Santa Clara County has been satisfied or waived by the Stalking
Horse Purchaser.
The Partial Bid Deadline is Nov. 30, 2018 at 4:00 p.m. (PT). The
Bid Deadline is Dec. 5, 2018 at 4:00 p.m. (PT).
The Partial Bid Auction with respect to bids for less than all the
Purchased Assets will be held on Dec. 10, 2018 at 10:00 a.m. (PT)
at the offices of Dentons US LLP, 601 South Figueroa Street, Suite
2500, Los Angeles, CA 90017, or at such other location as will be
identified in a notice filed with the Court at least 24 hours
before auction with respect to all or substantially all of the
Purchased Asset.
The Stalking Horse Purchaser and any Qualified Bidder bidding on
all of the Purchased Assets will not be required to attend the
Partial Bid Auction. The Full Bid Auction, if necessary, will be
held on Dec. 11, 2018 at 10:00 a.m. (PT) at the offices of Dentons
US LLP, 601 South Figueroa Street, Suite 2500, Los Angeles, CA
90017, or at such other location as will be identified in a notice
filed with the Court at least 24 hours before the Auction.
The Debtors, after consultation with the Consultation Parties, will
determine which Full Bids or Partial Bid(s) is the highest and
otherwise best offer for the Purchased Assets, giving effect to the
Break-Up Fee and Expense Reimbursement payable to the Stalking
Horse Purchaser, as well as any additional liabilities or Cure
Amounts to be assumed by the Stalking Horse Purchaser or another
Qualified Bidder and any additional costs which may be imposed on
the Debtors.
The Sale Hearing will be held on Dec. 19, 2018, at 10:00 a.m. (PT).
The Sale Objection Deadline is Dec. 14, 2018 at 12:00 p.m. (PT).
The Debtors will file with the Court and serve the Cure Notice
(along with a copy of the Bidding Procedures Order) upon each
counterparty to the Assumed Executory Contracts by no later than
Nov. 12, 2018. The Assumption Objection Deadline is no later than
4:00 p.m. (PT) on Nov. 29, 2018.
All proceeds of the Sale will be paid by the Successful Bidder to
the Debtors and such proceeds will be deposited in accordance with
paragraph 4 of the Final DIP Order, and all liens, claims,
interests and encumbrances on the Purchased Assets sold pursuant to
the Sale will attach to the proceeds of Sale with the same force,
effect, validity and priority as such liens, claims, interests and
encumbrances had on such Purchased Assets prior to the Closing,
subject to the liens and security interests of the DIP Lender and
the Prepetition Secured Creditors under the relevant intercreditor
agreements, applicable law and the Final DIP Order, as applicable.
Notwithstanding the possible applicability of Bankruptcy Rules
6004, 6006, 7062, 9014, or otherwise, the terms and conditions of
the Bidding Procedures Order will be immediately effective and
enforceable.
A copy of the Bidding Procedures attached to the Order is available
for free at:
http://bankrupt.com/misc/Verity_Health_714_Order.pdf
About Verity Health System
Verity Health System -- https://www.verity.org/ -- operates as a
non-profit health care system in the state of California, with
approximately 1,680 inpatient beds, six active emergency rooms, a
trauma center, and a host of medical specialties, including
tertiary and quaternary care. Verity's two Southern California
hospitals are St. Francis Medical Center in Lynwood and St. Vincent
Medical Center in Los Angeles. In Northern California, O'Connor
Hospital in San Jose, St. Louise Regional Hospital in Gilroy, Seton
Medical Center in Daly City and Seton Coastside in Moss Beach are
part of Verity Health. Verity Health also includes Verity Medical
Foundation.
With more than 100 primary care and specialty physicians, VMF
offers medical, surgical and related healthcare services for people
of all ages at community-based, multi-specialty clinics
conveniently located in areas served by the Verity hospitals.
Verity Health System was created in a transaction approved by
California Attorney General Kamala Harris and completed in December
2015.
Verity Health System of California, Inc., and its affiliates sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D.
Cal. Lead Case No. 18-20151) on Aug. 31, 2018. In the petition
signed by CEO Richard Adcock, Verity Health estimated assets of
$500 million to $1 billion and liabilities of $500 million to $1
billion.
Judge Ernest M. Robles presides over the cases.
The Debtors tapped Dentons US LLP as their bankruptcy counsel;
Berkeley Research Group, LLC, as financial advisor; Cain Brothers
as investment banker; and Kurtzman Carson Consultants as claims
agent.
The official committee of unsecured creditors formed in the case
retained Milbank, Tweed, Hadley & McCloy LLP as counsel.
VERITY HEALTH: Objection to Prepetition Wages, Financing Bid Tossed
-------------------------------------------------------------------
Bankruptcy Judge Ernest M. Robles overruled the objections of
Retirement Plan for Hospital Employees, the Service Employees
International Union, United Healthcare Workers-West, the United
Nurses Associations of California/Union of Health Care
Professionals, and the California Nurses Association to Debtors
Verity Health System of California, Inc.'s Prepetition Wages and
Financing Motions. RPHE's motion seeking reconsideration of the
Final Financing Order is denied.
The objections filed to the Prepetition Wages and Financing Motion
seek the following relief: first, a determination that the Debtors'
pension underfunding obligations are an administrative expense; and
second, a determination that the Debtors are required to
immediately pay this alleged administrative expense. The Court
declines to grant either form of relief at this time.
With respect to the first form of relief sought, the request for a
determination that the pension funding obligations are an
administrative expense is not properly before the Court. Instead of
filing noticed motions seeking a determination as to the
administrative expense status of the pension underfunding
obligations, the Objectors requested the relief in objections to
the Debtors' Prepetition Wages and Financing Motions, and in a
motion for reconsideration of the Final Financing Order. As a
result of the manner in which the Objectors presented their
arguments, the issue has not been fully briefed and the record
remains incomplete.
With respect to the second form of relief sought, it is well
established that the Court has broad discretion in determining when
the Debtors are required to pay an administrative claim. Even if
the Debtors' underfunding obligations do constitute an
administrative claim (a finding the Court does not make), nothing
in the Bankruptcy Code requires that the claim be immediately paid.
Consequently, it is appropriate to require the Objectors to present
their arguments regarding this issue by way of motion as
contemplated by section 503, so that this important issue can be
decided based upon a complete record.
The Court finds that the Objectors' request for a determination
that certain pension underfunding obligations constitute an
administrative expense is not properly before the Court. Therefore,
the Objectors' request that the pension underfunding obligations be
accorded administrative claims treatment is denied without
prejudice to the Objectors' ability to raise the issue by way of
motion.
The bankruptcy cases are in re: Verity Health System of California,
Inc., et al., Chapter: 11, Debtors and Debtors in Possession. [ ]
Affects All Debtors, [ ] Affects Verity Health System of
California, Inc., [ ] Affects O'Connor Hospital, [ ] Affects Saint
Louise Regional Hospital, [ ] Affects St. Francis Medical Center, [
] Affects St. Vincent Medical Center, [ ] Affects Seton Medical
Center, [ ] Affects O'Connor Hospital Foundation, [ ] Affects Saint
Louise Regional Hospital Foundation, [ ] Affects St. Francis
Medical Center of Lynwood Medical Foundation, [ ] Affects St.
Vincent Foundation, [ ] Affects St. Vincent Dialysis Center, Inc.,
[ ] Affects Seton Medical Center Foundation, [ ] Affects Verity
Business Services, [ ] Affects Verity Medical Foundation, [ ]
Affects Verity Holdings, LLC, [ ] Affects De Paul Ventures, LLC, [
] Affects De Paul Ventures — San Jose Dialysis, LLC, Debtors and
Debtors in Possession, Lead Case No. 2:18-bk-20151-ER, Jointly
Administered With Case Nos. 2:18-bk-20162-ER, 20163, 20164, 20165,
20167, 20168, 20169, 20171, 20172, 20173, 20175, 20176, 20178,
20179, 20180, 2:18-bk-20181-ER (Bankr. C.D. Cal.).
A copy of the Court's Memorandum of Decision dated Oct. 22, 2018 is
available at https://bit.ly/2DgXcK3 from Leagle.com.
Verity Health System of California, Inc., Debtor, represented by
Sam J. Alberts -- sam.alberts@dentons.com -- DENTONS US LLP, Samuel
R. Maizel Dentons US LLP, John A. Moe, II -- john.moe@dentons.com
-- Dentons US LLP, Claude D. Montgomery, Dentons US LLP & Tania M.
Moyron -- tania.moyron@dentons.com -- Dentons US LLP.
United States Trustee, U.S. Trustee, represented by Alvin Mar &
Hatty K. Yip, Office of the UST/DOJ, pro hac vice.
Creditor Committee, Official Committee of Unsecured Creditors of
Verity Health System of California, Inc., et al., represented by
James Cornell Behrens, Milbank, Tweed, Hadley & McCloy.
About Verity Health System
Verity Health System -- https://www.verity.org/ -- operates as a
non-profit health care system in the state of California, with
approximately 1,680 inpatient beds, six active emergency rooms, a
trauma center, and a host of medical specialties, including
tertiary and quaternary care. Verity's two Southern California
hospitals are St. Francis Medical Center in Lynwood and St.
Vincent Medical Center in Los Angeles. In Northern California,
O'Connor Hospital in San Jose, St. Louise Regional Hospital in
Gilroy, Seton
Medical Center in Daly City and Seton Coastside in Moss Beach are
part of Verity Health. Verity Health also includes Verity Medical
Foundation.
With more than 100 primary care and specialty physicians, VMF
offers medical, surgical and related healthcare services for
people
of all ages at community-based, multi-specialty clinics
conveniently located in areas served by the Verity hospitals.
Verity Health System was created in a transaction approved by
California Attorney General Kamala Harris and completed in
December
2015.
Verity Health System of California, Inc., and its affiliates
sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D.
Cal. Lead Case No. 18-20151) on Aug. 31, 2018. In the petition
signed by CEO Richard Adcock, Verity Health estimated assets of
$500 million to $1 billion and liabilities of $500 million to $1
billion.
Judge Ernest M. Robles presides over the cases.
The Debtors tapped Dentons US LLP as their bankruptcy counsel;
Berkeley Research Group, LLC, as financial advisor; Cain Brothers
as investment banker; and Kurtzman Carson Consultants as claims
agent.
The official committee of unsecured creditors formed in the case
retained Milbank, Tweed, Hadley & McCloy LLP as counsel.
VFH PARENT: Moody's Affirms Ba3 Issuer Rating, Outlook Stable
-------------------------------------------------------------
Moody's Investors Service affirmed VFH Parent LLC's Ba3 issuer
rating, Ba2 senior secured first lien term loan rating and B1
senior secured second lien notes rating. VFH Parent LLC is the
debt-issuing entity of Virtu Financial, Inc. Moody's said that
Virtu's issuer-level outlook remains stable. Moody's has decided to
withdraw Virtu's instrument-level outlooks for its own business
reasons.
Moody's said its affirmation of Virtu's ratings with stable outlook
follows VFI's recent announcement that it had agreed to acquire
Investment Technology Group, Inc. for approximately $1.0 billion.
ITG operates a dark pool trading venue and offers various
transaction execution, analytical and technology services to its
institutional clients. Virtu plans to fund the acquisition solely
with debt financing, and has obtained lender commitments for $1.5
billion of gross new first lien borrowings. Virtu intends to use
the proceeds from these borrowings to pay for the acquisition,
refinance its outstanding $0.4 billion senior secured first lien
term loan, and for related fees and expenses. VFI expects to close
the acquisition during the first half of 2019, after receiving
regulatory approvals and ITG shareholder approval.
Moody's has taken the following rating actions:
Issuer: VFH Parent LLC
Issuer rating, affirmed at Ba3, outlook withdrawn
Senior secured first lien term loan, affirmed at Ba2, outlook
withdrawn
Senior secured second lien notes, affirmed at B1, outlook withdrawn
Outlook, remains Stable
RATINGS RATIONALE
Moody's said the successful acquisition of ITG would substantially
enhance VFI's business diversification and could result in more
stable and predictable cash flow streams. ITG's execution services
and related activities complement VFI's existing customer-facing
execution business that contributes roughly 10% of VFI's net
trading income. On a combined basis, these execution services would
contribute to about one-third of VFI's net trading income, with
market making activities contributing the remaining two-thirds,
said Moody's.
Moody's said VFI intends to combine its expertise in trading
technology and access to deeply liquid markets with ITG's global
client reach and customer-facing product suite. In doing so, VFI
expects to realize $123 million in total cost synergies within two
years of completing the acquisition, or about one-third of ITG's
operating expense base, as well as $125 million of capital savings.
Moody's said VFI's management has strongly demonstrated the ability
to execute on acquisition integrations, and its cost-saving target
for ITG is substantially less that for its previous acquisition of
KCG Holdings, Inc. in July 2017, when it set out to achieve cost
synergies approaching 50% of KCG's core cash operating costs.
Moody's said that since August 2015, ITG has had three separate
settlements with the SEC totaling $56.8 million concerning its
business activities and related oversight and compliance matters.
The latest of these was a $12 million settlement announced last
week, concerning ITG's misstatements and omissions about the
operation of its dark pool, and its failure to establish adequate
safeguards and procedures to protect its dark pools' subscribers'
confidential trading information. Moody's said a key challenge for
VFI in integrating ITG would be to substantially improve ITG's
compliance record and ensure that there are no further significant
adverse developments in such areas. Given the mix in the combined
business activities of the two firms, covering customer-facing
execution services and proprietary market making, Moody's said that
the development of any compliance failures of a similar nature to
those that have occurred at ITG in the past could have severely
adverse repercussions for the combined execution services business.
Moody's said that, notwithstanding the strategic, financial and
operational benefits that could accrue from acquiring ITG, the
utilization of debt to solely finance the transaction represents an
aggressive use of leverage by VFI's management, and that the
incremental acquisition-related debt would increase Virtu's total
debt to $2.0 billion compared with $0.9 billion currently. In
contrast, said Moody's, the $1.4 billion KCG acquisition was funded
by $750 million of new stock and $650 million of incremental debt.
VFI said it expects to de-lever to a target of 2.0x to 2.25x (by
its measure) by year-end 2020. Moody's said a key factor in
maintaining a stable outlook on Virtu's rating, rather than
shifting to a negative outlook, was the strong de-levering trend
that Virtu demonstrated after acquiring KCG. Moody's said it
expects VFI's management to maintain a similar prioritization to
debt reduction following the ITG acquisition.
FACTORS THAT COULD LEAD TO AN UPGRADE
Moody's said upward rating pressure could develop if the ITG
acquisition is successfully executed, de-leveraging occurs
according to plan, and VFI emerges with substantially improved
business and customer diversification and a more stable revenue
stream. The effectiveness of VFI's operational risk management
practices and its compliance, regulatory and competitive
environment would also be important considerations in considering
Virtu for upgrade, said Moody's.
FACTORS THAT COULD LEAD TO A DOWNGRADE
Moody's said failure to achieve the expected ITG merger benefits or
to fully integrate and control the operational risks of the
combined platform, or reduce debt leverage according to plan, could
lead to a downgrade. The emergence of new regulatory compliance
issues in the combined firms' execution services activities that
resulted in significant client losses or franchise erosion could
also trigger a downgrade, said Moody's. Any other large acquisition
before the complete integration of ITG or a sizable further
increase in debt obligations could also lead to downward pressure
on the ratings. In addition, regulatory or competitive changes that
adversely affect VFI's business practices and weaken profitability
could lead to downward rating pressure, said Moody's. A significant
increase in Virtu's first lien debt obligations, consistent with
the planned incremental increase pertaining to the ITG transaction,
would increase the structural subordination of Virtu's second lien
notes and could result in a downgrade of the notes' B1 rating, said
Moody's.
The principal methodology used in these ratings was Securities
Industry Market Makers published in June 2018.
W. W. CONSTRUCTION: Dec. 4 Plan Confirmation Hearing Set
--------------------------------------------------------
The Bankruptcy Court has issued an order approving the first
amended disclosure statement explaining W. W. Construction, LLC's
first amended Chapter 11 plan of reorganization. The confirmation
hearing will be held on December 4, 2018 at 09:00 AM.
The First Amended Disclosure Statement added this language: "The
Debtor shall be responsible for timely payment of U.S. Trustee fees
incurred pursuant to 28 USC Section 1930(a)(6) until the case is
closed, converted or dismissed (including payment of any such fees
incurred in any partial quarter during which this case is closed,
converted or dismissed). After confirmation, the Reorganized Debtor
shall file with the Court a monthly financial report for each
month, or portion thereof, that the case remains open and/or is
reopened at any time. The monthly financial report shall include a
statement of all disbursements made during the course of the month,
whether or not pursuant to the Plan. All U.S. Trustee fees,
including any such fees accrued in any partial quarter, shall be
paid as a condition precedent prior to case closure."
"In addition, notwithstanding Section 12.13 of the Disclosure
Statement and Section 7.14 of the Plan, the U.S. Trustee shall be
entitled to interest, fines and penalties on any past due U.S.
Trustee fees."
A copy of the First Amended Disclosure Statement is available at
https://tinyurl.com/ydhhojzf from PacerMonitor.com at no charge.
About W. W. Construction
W. W. Construction, LLC, is a family owned and operated business
founded in 1988 and is headquartered in Newport, Oregon. Acting
as
a general and sub-contractor, W. W. Construction provides
excavating, site work and underground utilities for projects
located across the Northwest.
W. W. Construction filed a Chapter 11 petition (Bankr. D. Ore.
Case
No. 18-60234) on Jan. 29, 2018. In the petition signed by Beth
Wheeler, managing member, the Debtor estimated $1 million to $10
million both in assets and liabilities. The case is assigned to
Judge David W Hercher. Douglas R. Ricks, Esq., at Vanden Bos &
Chapman, LLP, is the Debtor's counsel.
WEINSTEIN COMPANY: Court Allows H. Weinstein Limited Discovery
--------------------------------------------------------------
BankruptcyData.com reported that the Court hearing the Weinstein
Company Holdings case approved in part and denied in part Harvey
Weinstein's motion to compel discovery from the Debtors pursuant to
information and discovery requests under (i) Rule 2004 of the
Federal Rules of Bankruptcy Procedure and (ii) the Court's previous
2004 Order.
The order states, "The Debtors are ordered to produce to Mr.
Weinstein documents reasonably related to Mr. Weinstein's financial
interest in the Excluded Projects listed in Schedule I to Mr.
Weinstein's 2015 employment agreement (the "Allowed Production"),
at such location as Mr. Weinstein or the Debtors may hereafter
agree. . . . Mr. Weinstein's Motion is denied to the extent it
seeks any discovery beyond the Allowed Production. The Debtors and
Mr. Weinstein shall meet and confer in good faith to agree upon a
mutually acceptable methodology for identifying the documents
comprising the Allowed Production."
BankruptcyData stated that Mr. Weinstein previously argued, "For
months Mr. Weinstein has attempted to secure vital information
related to these cases from the Debtors and their professionals on
a consensual basis and without the assistance of the Court.
Nonetheless -- and despite repeated promises to the contrary -- Mr.
Weinstein has received only minimal production of documents. Now,
Mr. Weinstein seeks through the Court those documents that are
essential to his ability to investigate and analyze the acts of the
Debtors and his rights to property that he owns, so that he may
determine the full extent of his claims against the Debtors and
ensure that his property has not been improperly transferred to
Lantern. Additionally, and more important, as the Court is well
aware, Mr. Weinstein requires access to his personal files from his
time at TWC in order to defend himself from the numerous criminal
and civil allegations currently asserted against him, the ongoing
defense of which inures to the direct benefit of the Debtors and
their estates and creditors. In light of the failure of the Debtors
and Lantern to provide Mr. Weinstein with the information that is
vital to his ability to understand and assert his rights, claims
and interests in the Debtors, he is now compelled to file this
Motion."
About The Weinstein Company
The Weinstein Company (TWC) -- http://www.WeinsteinCo.com/-- is a
multimedia production and distribution company launched in 2005 in
New York by Bob and Harvey Weinstein, the brothers who founded
Miramax Films in 1979. TWC also encompasses Dimension Films, the
genre label founded in 1993 by Bob Weinstein. During Harvey and
Bob's tenure at Miramax and TWC, they have received 341 Oscar
nominations and won 81 Academy Awards.
TWC dismissed Harvey Weinstein in October 2017, after dozens of
women came forward to accuse him of sexual harassment, assault or
rape.
The Weinstein Company Holdings LLC and 54 affiliates sought Chapter
11 protection (Bankr. D. Del. Lead Case No. 18-10601) on March 19,
2018 after reaching a deal to sell all assets to Lantern Asset
Management for $310 million.
The Weinstein Company Holdings estimated $500 million to $1 billion
in assets and $500 million to $1 billion in liabilities.
The Hon. Mary F. Walrath is the case judge.
Cravath, Swaine & Moore LLP is the Debtors' bankruptcy counsel,
with the engagement led by Paul H. Zumbro, George E. Zobitz, and
Karin A. DeMasi, in New York.
Richards, Layton & Finger, P.A., is the local counsel, with the
engagement headed by Mark D. Collins, Paul N. Heath, Zachary I.
Shapiro, Brett M. Haywood, and David T. Queroli, in Wilmington,
Delaware.
The Debtors also tapped FTI Consulting, Inc., as restructuring
advisor; Moelis & Company LLC as investment banker; and Epiq
Bankruptcy Solutions, LLC as claims and noticing agent.
The Office of the U.S. Trustee for Region 3 appointed an official
committee of unsecured creditors on March 28, 2018. The committee
hire hired Pachulski Stang Ziehl & Jones, LLP as its legal counsel,
and Berkeley Research Group, LLC as its financial advisor.
WELDED CONSTRUCTION: Deal Related to Columbus Gas Project OKed
--------------------------------------------------------------
BankruptcyData.com reported that the Court hearing the Welded
Construction case issued an order authorizing the Debtors to enter
into an agreement with affiliates of TransCanada in respect of a
project in Ohio and West Virginia that is nearing completion (the
"Columbia Gas Project"). The order states, "The Debtors are
authorized, but not directed, in their sole discretion, to pay
Critical Vendors up to the following Pre-Petition Obligations
Project Cap with respect to the Columbia Gas Project: $53.0
million."
BankruptcyData related that the Court separately approved a
commitment letter from Transcontinental Gas Pipe Line Company. The
order states, "Notwithstanding anything to the contrary in the
Commitment Letter, the amount of the Estimated Prepayment shall be
$4,600,000, which payment shall be made to the Debtors by wire
transfer of immediately available funds as soon as reasonably
practicable after the entry of this Order and in any event not
later than 1 business day following the due date of the entry of
this Order."
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.
WILLIAM D. ABRAHAM: Court Abates Appeal Due to Chapter 11 Filing
----------------------------------------------------------------
The Court of Appeals of Texas abates the appeals case filed by
Appellant William D. Abraham due to his chapter 11 filing.
The Court has received and filed Appellee's notice of Appellant's
suggestion of bankruptcy under Chapter 11 of the Bankruptcy Code.
Any further action in this appeal is automatically stayed. Under
these circumstances, the appeal is removed from the Court's docket
and abated. The appeal will be reinstated upon proper motion
showing that the stay has been lifted and specifying the action
required by this Court.
The case is IN THE MATTER OF THE ESTATE OF JOSEPH ABRAHAM, JR.
A/K/A JOSEPH (SIB) ABRAHAM, Appellant, No. 08-18-00089-CV (Tex.
App.).
A copy of the Court's Order dated Oct. 23, 2018 is available at
https://bit.ly/2T4JTlo from Leagle.com.
Joseph D. Vasquez, for William D. Abraham, Appellant.
Hugo Madrid, for Albert Bloxom, Appellee.
William David Abraham filed for chapter 11 bankruptcy protection
(Bankr. W.D. Tex. Case No. 18-30184) on Feb. 6, 2018, and is
represented by Omar Maynez, Esq. of Maynez Law.
WOODBRIDGE GROUP: Selling Drawspan's Encino Property for $1.8M
--------------------------------------------------------------
Woodbridge Group of Companies, LLC, and its affiliated debtors ask
the U.S. Bankruptcy Court for the District of Delaware to authorize
the Seller Counter Offer No. 1, dated Sept. 21, 2018, with Marc
Pistorio and Ron Norrish, in connection with the sale of Debtor
Drawspan Investments, LLC's real property located at 3843
Hayvenhurst Ave., Encino, California, together with the Seller's
right, title, and interest in and to the buildings located thereon
and any other improvements and fixtures located thereon, and any
and all of the Sellers' right, title, and interest in and to the
tangible personal property and equipment remaining on the real
property as of the date of the closing of the sale, for $1.8
million.
The Property consists of an approximately 3,307 square foot
single-family home situated on 0.39 acres in Encino, California.
The Seller purchased the Property in August 2014 for a purchase
price of $1,035,000 with the intention of developing the Property
for resale. The Seller has since developed the Property by
constructing a new luxury home and related residential Improvements
thereon.
The Property has been formally listed on the multiple-listing
service for over 177 days and has been widely marketed, including
through various online and print media advertisements. The Debtors
received two other offers for the Property (prior to the
Purchasers' offer). Those offers were in the amounts of $1,975,000
and $1.8 million, however, both offers were cancelled by the
potential buyer during the inspection period. Accordingly, the
Debtors determined that selling the Property on an "as is" basis
to
the Purchasers is the best way to maximize the value of the
Property.
On Sept. 19, 2018, the Purchasers made a $1.8 million offer on the
Property. The Debtors countered that offer with respect to certain
non-price terms, which the Purchasers accepted. The Debtors
believe that this purchase price provides significant value, and
accordingly, the Seller countersigned the final Purchase Agreement
on Sept. 22, 2018. Under the Purchase Agreement, the Purchasers
agreed to purchase the Property for $1.8 million, with a $54,000
initial cash deposit, $1,120,000 to be financed by a loan, and the
balance of $626,000 to be paid as a cash down payment due at
closing. The deposit is being held by A&A Escrow Services, Inc. as
the escrow agent.
In connection with marketing the Property, the Debtors worked with
Douglas Elliman, a non-affiliated third-party brokerage company.
The Broker Agreement, as amended, provides the Seller's broker with
the exclusive and irrevocable right to market the Property for a
fee in the amount of 2.5% of the contractual sale price for Douglas
Elliman and 2.5% of the contractual sale price to a cooperating
buyer's broker. The Purchase Agreement is signed by Maxwell
Hutchison of Douglas Elliman as the Seller's broker and Steven
Durbahn of Pacific Union International as the Purchasers' broker.
In addition to the Broker Fees, the Seller must also satisfy
certain required costs associated with the sale and transfer of
title of the Property to comply with the Purchase Agreement. The
Other Closing Costs include, but are not limited to, recording
fees, title insurance policy costs, prorated property taxes, city
and county transfer taxes, and other items noted on the title
report for the Property. They also rely on outside vendors for
escrow and title services in connection with property sales. In
general, vendors are mutually agreed on by the applicable Debtors
and a purchaser prior to the acceptance of an offer.
All proceeds of the Sale (net of the Broker Fee and Other Closing
Costs) will be paid to the Debtors into the general account of
Debtor Woodbridge Group of Companies, LLC, and such net proceeds
will be disbursed and otherwise treated by the Debtors in
accordance with the Final DIP Order.
The Property is subject to a lien for the benefit of Woodbridge
Mortgage Investment Fund 2, LLC, which secures indebtedness of the
Seller to the Fund in connection with the purchase of the Property.
The Fund has consented to the Sale of the Property free and clear
of the Fund Lien.
The Debtors ask that filing of a copy of an order granting the
relief sought in Los Angeles County, California may be relied upon
by Fidelity National Title Insurance Co. to issue title insurance
policies on the Property. They further ask authority to pay the
Broker Fee to Douglas Elliman in an amount not to exceed 5% of the
gross sale proceeds out of such proceeds.
Any delay in permitting the Debtors to close the Sale could
jeopardize the Sale with the Purchaser and therefore would be
detrimental to the Debtors, their creditors, and their estates.
Accordingly, and to successfully implement the foregoing, the
Debtors ask a waiver of the notice requirements under Bankruptcy
Rule 6004(a) and the 14-day stay of any order authorizing the use,
sale, or lease of property under Bankruptcy Rule 6004(h).
A copy of the Agreements attached to the Motion is available for
free at:
http://bankrupt.com/misc/Woodbridge_Group_2884_Sales.pdf
A hearing on the Motion is set for Nov. 20, 2018 at 2:00 p.m. (ET)
at 1:30 p.m. (ET). The objection deadline is Nov. 7, 2018 at 4:00
p.m. (ET).
About Woodbridge Group
Headquartered in Sherman Oaks, California, The Woodbridge Group
Enterprise -- http://www.woodbridgecompanies.com/-- is a
comprehensive real estate finance and development company. Its
principal business is buying, improving, and selling high-end
luxury homes. The Woodbridge Group Enterprise also owns and
operates full-service real estate brokerages, a private investment
company, and real estate lending operations. The Woodbridge Group
Enterprise and its management team have been in the business of
providing a variety of financial products for more than 35 years,
and have been primarily focused on the luxury home business for the
past five years. Since its inception, the Woodbridge Group
Enterprise has completed more than $1 billion in financial
transactions. These transactions involve real estate, note buying
and selling, hard money lending, and alternative financial
transactions involving thousands of investors.
Woodbridge Group of Companies and certain of its affiliates filed
Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No.
17-12560) on Dec. 4, 2017. Woodbridge estimated assets and
liabilities at between $500 million and $1 billion. The Chapter 11
cases are being jointly administered.
Judge Kevin J. Carey presides over the case.
Samuel A. Newman, Esq., Oscar Garza, Esq., Daniel B. Denny, Esq.,
Jennifer L. Conn, Esq., Eric J. Wise, Esq., Matthew K. Kelsey,
Esq., and Matthew P. Porcelli, Esq., at Gibson, Dunn & Crutcher,
LLP, and Sean M. Beach, Esq., Edmon L. Morton, Esq., Ian J.
Bambrick, Esq., and Allison S. Mielke, Esq., at Young Conaway
Stargatt & Taylor, LLP, serve as the Debtors' bankruptcy counsel.
Homer Bonner Jacobs, PA, as special counsel, Province, Inc., as
expert consultant, Moelis & Company LLC, as investment banker.
The Debtors' financial advisors are Larry Perkins, John Farrace,
Robert Shenfeld, Reece Fulgham, Miles Staglik, and Lissa Weissman
at SierraConstellation Partners, LLC. Beilinson Advisory Group is
serving as independent management to the Debtors. Garden City
Group, LLC, is the Debtors' claims and noticing agent.
Pachulski Stang Ziehl & Jones is counsel to the Official Committee
of Unsecured Creditors; and FTI Consulting, Inc., serves as its
financial advisor.
An official committee of unsecured creditors was appointed in the
Chapter 11 cases on Dec. 14, 2017. On Jan. 23, 2018, the Court
approved a settlement providing for the formation of an ad hoc
noteholder group and an ad hoc unitholder group.
WOODBRIDGE GROUP: Selling Hollyline's Sgerman Oaks Property for $1M
-------------------------------------------------------------------
Woodbridge Group of Companies, LLC, and its affiliated debtors ask
the U.S. Bankruptcy Court for the District of Delaware to authorize
the Vacant Land Purchase Agreement and Joint Escrow Instructions,
dated as of Aug. 13, 2018, with Tatiana Shevchenk, in connection
with the sale of Debtor Hollyline Owners, LLC's real property
located at 3802 Hollyline Ave., Sherman Oaks, California, together
with the Seller's right, title, and interest in and to the
buildings located thereon and any other improvements and fixtures
located thereon, and any and all of the Sellers' right, title, and
interest in and to the tangible personal property and equipment
remaining on the real property as of the date of the closing of the
sale, for $1,125,000.
The Property consists of an approximately 1.79 acre vacant lot
situated in Sherman Oaks, California. The Seller purchased the
Property in April 2015 for a purchase price of $1,499,000. The
Seller intended to develop the Property; however, after demolishing
the existing home, no further development was ever completed and
the Real Property remains vacant.
The Property has been marketed for sale and formally listed on the
multiple-listing service for over 150 days, and has been widely
marketed, including in various publications. The Purchaser's all
cash offer to acquire the Property under the Purchase Agreement is
the highest and otherwise best offer (and the only offer) the
Debtors have received. Accordingly, the Debtors determined that
selling the Property on an "as is" basis to the Purchaser is the
best way to maximize the value of the Property.
On Aug. 13, 2018, the Purchaser made an all cash $975,000 offer on
the Property. On Aug. 20, 2018, the Debtors responded with a
counter offer in the amount of $1,175,000. On Aug. 21, 2018, the
Purchaser responded by raising its offer to $1,050,000. On Aug.
23, 2018, the Debtors responded with a second counter offer in the
amount of $1,160,000. On Aug. 27, 2018, the Purchaser responded by
raising its offer again to $1,125,000. The Debtors believe that
this purchase price provides significant value, and accordingly,
countersigned the final Purchase Agreement on Aug. 27, 2018. Under
the Purchase Agreement, the Purchaser agreed to purchase the
Property for $1,125,000, with a $29,250 initial cash deposit, and
the balance of $1,095,750 to be paid as a single cash down payment
due at closing. The deposit is being held by A&A Escrow Services,
Inc. as the escrow agent.
In connection with marketing the Property, the Debtors and the
Purchaser worked with Douglas Elliman of California, Inc., a
non-affiliated third-party brokerage company. The Broker Agreement
provides Douglas Elliman with the exclusive and irrevocable right
to market the Property for a fee in the amount of 5% of the
contractual sale price. The Purchase Agreement is signed by Max
Hutchison of Douglas Elliman on behalf of both the Seller and the
Purchaser.
In addition to the Broker Fees, the Seller must also satisfy
certain required costs associated with the sale and transfer of
title of the Property to comply with the Purchase Agreement. The
Other Closing Costs include, but are not limited to, recording
fees, title insurance policy costs, prorated property taxes, city
and county transfer taxes, and other items noted on the title
report for the Property. They also rely on outside vendors for
escrow and title services in connection with property sales. In
general, vendors are mutually agreed on by the applicable Debtors
and a purchaser prior to the acceptance of an offer.
All proceeds of the Sale (net of the Broker Fee and Other Closing
Costs) will be paid to the Debtors into the general account of
Debtor Woodbridge Group of Companies, LLC, and such net proceeds
will be disbursed and otherwise treated by the Debtors in
accordance with the Final DIP Order.
The Property is subject to a lien for the benefit of Woodbridge
Mortgage Investment Fund 2, LLC, which secures indebtedness of the
Seller to the Fund in connection with the purchase of the Property.
The Fund has consented to the Sale of the Property free and clear
of the Fund Lien.
The Debtors ask that filing of a copy of an order granting the
relief sought in Los Angeles County, California may be relied upon
by Fidelity National Title Insurance Co. to issue title insurance
policies on the Property. They further ask authority to pay the
Broker Fee to Douglas Elliman in an amount not to exceed 5% of the
gross sale proceeds out of such proceeds.
Any delay in permitting the Debtors to close the Sale could
jeopardize the Sale with the Purchaser and therefore would be
detrimental to the Debtors, their creditors, and their estates.
Accordingly, and to successfully implement the foregoing, the
Debtors ask a waiver of the notice requirements under Bankruptcy
Rule 6004(a) and the 14-day stay of any order authorizing the use,
sale, or lease of property under Bankruptcy Rule 6004(h).
A copy of the Agreements attached to the Motion is available for
free at:
http://bankrupt.com/misc/Woodbridge_Group_2859_Sales.pdf
A hearing on the Motion is set for Nov. 20, 2018 at 2:00 p.m. (ET)
at 1:30 p.m. (ET). The objection deadline is Nov. 6, 2018 at 4:00
p.m. (ET).
About Woodbridge Group
Headquartered in Sherman Oaks, California, The Woodbridge Group
Enterprise -- http://www.woodbridgecompanies.com/-- is a
comprehensive real estate finance and development company. Its
principal business is buying, improving, and selling high-end
luxury homes. The Woodbridge Group Enterprise also owns and
operates full-service real estate brokerages, a private investment
company, and real estate lending operations. The Woodbridge Group
Enterprise and its management team have been in the business of
providing a variety of financial products for more than 35 years,
and have been primarily focused on the luxury home business for the
past five years. Since its inception, the Woodbridge Group
Enterprise has completed more than $1 billion in financial
transactions. These transactions involve real estate, note buying
and selling, hard money lending, and alternative financial
transactions involving thousands of investors.
Woodbridge Group of Companies and certain of its affiliates filed
Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No.
17-12560) on Dec. 4, 2017. Woodbridge estimated assets and
liabilities at between $500 million and $1 billion. The Chapter 11
cases are being jointly administered.
Judge Kevin J. Carey presides over the case.
Samuel A. Newman, Esq., Oscar Garza, Esq., Daniel B. Denny, Esq.,
Jennifer L. Conn, Esq., Eric J. Wise, Esq., Matthew K. Kelsey,
Esq., and Matthew P. Porcelli, Esq., at Gibson, Dunn & Crutcher,
LLP, and Sean M. Beach, Esq., Edmon L. Morton, Esq., Ian J.
Bambrick, Esq., and Allison S. Mielke, Esq., at Young Conaway
Stargatt & Taylor, LLP, serve as the Debtors' bankruptcy counsel.
Homer Bonner Jacobs, PA, as special counsel, Province, Inc., as
expert consultant, Moelis & Company LLC, as investment banker.
The Debtors' financial advisors are Larry Perkins, John Farrace,
Robert Shenfeld, Reece Fulgham, Miles Staglik, and Lissa Weissman
at SierraConstellation Partners, LLC. Beilinson Advisory Group is
serving as independent management to the Debtors. Garden City
Group, LLC, is the Debtors' claims and noticing agent.
Pachulski Stang Ziehl & Jones is counsel to the Official Committee
of Unsecured Creditors; and FTI Consulting, Inc., serves as its
financial advisor.
An official committee of unsecured creditors was appointed in the
Chapter 11 cases on Dec. 14, 2017. On Jan. 23, 2018, the Court
approved a settlement providing for the formation of an ad hoc
noteholder group and an ad hoc unitholder group.
WOODLAWN COMMUNITY: Hires Herzog & Schwartz as Attorney
-------------------------------------------------------
Woodlawn Community Development Corp. seeks authority from the U.S.
Bankruptcy Court for the Northern District of Illinois to employ
Herzog & Schwartz, P.C., as attorney to the Debtor.
Woodlawn Community requires Herzog & Schwartz to:
a. give the Debtor legal advice with respect to its duties,
powers and responsibilities as a debtor-in-possession;
b. assist the Debtor in the negotiation, formulation and
drafting of a plan of reorganization;
c. appear for, prosecute, defend and represent the Debtor's
interests in matters arising in or related to this case;
d. prepare all necessary pleadings, orders, applications,
reports and other legal papers as may be necessary in
connection with this case; and
e. perform such other legal services as may be required.
Herzog & Schwartz will be paid based upon its normal and usual
hourly billing rates. The firm will also be reimbursed for
reasonable out-of-pocket expenses incurred.
David R. Herzog, a partner at Herzog & Schwartz, 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.
Herzog & Schwartz can be reached at:
David R. Herzog, Esq.
HERZOG & SCHWARTZ, P.C.
77 West Washington Street, Suite 1400
Chicago, IL 60602
Tel: (312) 977-1600
Fax: (312) 977-9936
About Woodlawn Community Development
Founded in In 1972, Woodlawn Community Development Corp. --
https://www.wcdcchicago.com/ -- manages and develops affordable
housing for families in the Greater Metro Chicago area.
Woodlawn Community Development Corp., based in Chicago, IL, filed a
Chapter 11 petition (Bankr. N.D. Ill. Case No. 18-29862) on Oct.
24, 2018. In the petition signed by Leon Finney, Jr., president
and CEO, the Debtor estimated $50 million to $100 million in both
assets and liabilities. The Hon. Carol A. Doyle presides over the
case. David R. Herzog, Esq., at Herzog & Schwartz, P.C., serves as
bankruptcy counsel.
ZACHRY HOLDINGS: S&P Cuts Issuer Credit Rating to B, Outlook Neg.
-----------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Zachry
Holdings Inc. to 'B' from 'B+'. The outlook is negative.
S&P said, "At the same time, we lowered our issue-level rating on
the company's senior unsecured notes due 2020 to 'B-' from 'B'. The
'5' recovery rating is unchanged, indicating our expectation for
modest (10%-30%; rounded estimate: 25%) recovery in the event of a
payment default.
"The downgrade reflects our expectation for weaker earnings and
cash flow from Zachry's Freeport LNG JV and uncertainty related to
the timing and amount of future payment receipts on the project.
The ratings also reflect the upcoming maturity of the company's
$250 million senior unsecured notes on Feb. 1, 2020. We see
heightened refinancing risk given that the company's recent cash
flow has been weaker than expected. Although we expect Zachry to
generate positive free operating cash flow (FOCF) over the business
cycle, we believe the company will generate negative FOCF over the
next 12 months.
"The negative outlook reflects our expectation for weaker earnings
and cash flow as the company continues to face uncertainty in its
end markets and with its JVs. Although we expect Zachry to generate
positive FOCF over the business cycle, we believe the company will
generate negative FOCF over the next 12 months.
"We could lower our rating over the next three to six months if the
company were not able to refinance its unsecured notes due February
2020. Alternatively, we could also lower our rating over the next
year if a further shortfall in the company's operating performance
dampened its profit margins and led to lower-than-expected FOCF
generation. We would likely downgrade Zachry if its credit
protection measures deteriorated--for instance, if we expected that
FOCF-to-adjusted debt would consistently remain below 5%.
"We could revise the outlook to stable if the company were able to
successfully refinance its unsecured notes due 2020, and the
company consistently maintained FOCF-to-adjusted debt at about 5%
over the business cycle."
[^] Recent Small-Dollar & Individual Chapter 11 Filings
-------------------------------------------------------
In re Kingsway Capital Partners, LLC
Bankr. N.D. Cal. Case No. 18-52453
Chapter 11 Petition filed October 31, 2018
Filed Pro Se
In re Gina Lynn Crosby
Bankr. M.D. Fla. Case No. 18-09354
Chapter 11 Petition filed October 31, 2018
Filed Pro Se
In re BBLACKCORP
Bankr. S.D. Fla. Case No. 18-23654
Chapter 11 Petition filed October 31, 2018
See http://bankrupt.com/misc/flsb18-23654.pdf
represented by: Thomas G. Neusom, Esq.
LAW OFFICE OF THOMAS G. NEUSOM
E-mail: tgnoffice35@gmail.com
In re VR King Construction, LLC
Bankr. W.D.N.C. Case No. 18-31635
Chapter 11 Petition filed October 31, 2018
See http://bankrupt.com/misc/ncwb18-31635.pdf
represented by: John C. Woodman, Esq.
SODOMA LAW
E-mail: jwoodman@sodomalaw.com
In re VR Investments, LLC
Bankr. W.D.N.C. Case No. 18-31637
Chapter 11 Petition filed October 31, 2018
See http://bankrupt.com/misc/ncwb18-31637.pdf
represented by: John C. Woodman, Esq.
SODOMA LAW
E-mail: jwoodman@sodomalaw.com
In re Baranko Enterprises, Inc.
Bankr. W.D.N.C. Case No. 18-31638
Chapter 11 Petition filed October 31, 2018
See http://bankrupt.com/misc/ncwb18-31638.pdf
represented by: John C. Woodman, Esq.
SODOMA LAW
E-mail: jwoodman@sodomalaw.com
In re Stiles Real Estate, LLC
Bankr. D.N.J. Case No. 18-31653
Chapter 11 Petition filed October 31, 2018
See http://bankrupt.com/misc/njb18-31653.pdf
represented by: Bruce W. Radowitz, Esq.
E-mail: bradowitz@comcast.net
In re Gladys Isela Delgado-Kennedy
Bankr. D.N.M. Case No. 18-12724
Chapter 11 Petition filed October 31, 2018
represented by: James Clay Hume, Esq.
HUME LAW FIRM
E-mail: James@hume-law-firm.com
In re Bobbi Alexandria Constantine
Bankr. D. Conn. Case No. 18-51432
Chapter 11 Petition filed October 31, 2018
Filed Pro Se
In re BACHI BURGER, L.L.C.
Bankr. D. Nev. Case No. 18-16584
Chapter 11 Petition filed November 1, 2018
See http://bankrupt.com/misc/nvb18-16584.pdf
represented by: Matthew C. Zirzow, Esq.
LARSON ZIRZOW & KAPLAN, LLC
Email: mzirzow@lzklegal.com
In re Green Revolutions LLC
Bankr. D. Nev. Case No. 18-16585
Chapter 11 Petition filed November 1, 2018
See http://bankrupt.com/misc/nvb18-16585.pdf
represented by: Matthew C. Zirzow, Esq.
LARSON ZIRZOW & KAPLAN, LLC
Email: mzirzow@lzklegal.com
In re Richard Tobing
Bankr. E.D.N.Y. Case No. 18-46387
Chapter 11 Petition filed November 1, 2018
Filed Pro Se
In re Henry H Olszewski
Bankr. E.D.N.Y. Case No. 18-46397
Chapter 11 Petition filed November 1, 2018
represented by: Alla Kachan, Esq.
LAW OFFICES OF ALLA KACHAN, P.C.
E-mail: alla@kachanlaw.com
In re Italo-American Citizens Club
Bankr. W.D. Pa. Case No. 18-24283
Chapter 11 Petition filed November 1, 2018
See http://bankrupt.com/misc/pawb18-24283.pdf
represented by: Brian C. Thompson, Esq.
THOMPSON LAW GROUP, P.C.
E-mail: bthompson@ThompsonAttorney.com
In re Longhorn Manufacturing and Sales, Inc.
Bankr. W.D. Ark. Case No. 18-72975
Chapter 11 Petition filed November 2, 2018
See http://bankrupt.com/misc/arwb18-72975.pdf
represented by: Donald A. Brady, Esq.
BRADY & CONNER, PLLC
E-mail: aadrbk@gmail.com
In re David K. Toyota
Bankr. C.D. Cal. Case No. 18-14036
Chapter 11 Petition filed November 2, 2018
Filed Pro Se
In re Pony Tail, Inc.
Bankr. N.D. Ga. Case No. 18-68426
Chapter 11 Petition filed November 2, 2018
See http://bankrupt.com/misc/ganb18-68426.pdf
represented by: Louis G. McBryan, Esq.
MCBRYAN, LLC
E-mail: lmcbryan@mcbryanlaw.com
In re James Edward Carter, IV
Bankr. N.D. Ga. Case No. 18-68479
Chapter 11 Petition filed November 2, 2018
represented by: Howard P. Slomka, Esq.
SLIPAKOFF & SLOMKA, PC
E-mail: se@myatllaw.com
In re DTA Logistics, Inc.
Bankr. E.D. La. Case No. 18-12943
Chapter 11 Petition filed November 2, 2018
Filed Pro Se
In re Beach 23586 Corp.
Bankr. E.D.N.Y. Case No. 18-46409
Chapter 11 Petition filed November 2, 2018
Filed Pro Se
In re Gursim Holding Inc.
Bankr. E.D.N.Y. Case No. 18-77427
Chapter 11 Petition filed November 2, 2018
Filed Pro Se
In re Lili's 200 West 57th Corp.
Bankr. S.D.N.Y. Case No. 18-13353
Chapter 11 Petition filed November 2, 2018
See http://bankrupt.com/misc/nysb18-13353.pdf
represented by: Lawrence Morrison, Esq.
MORRISON TENENBAUM, PLLC
E-mail: lmorrison@m-t-law.com
In re Simply Greek Uptown LLC
Bankr. S.D. Ohio Case No. 18-16614
Chapter 11 Petition filed November 2, 2018
See http://bankrupt.com/misc/ohnb18-16614.pdf
represented by: Glenn E. Forbes, Esq.
FORBES LAW LLC
E-mail: bankruptcy@geflaw.net
In re MGT Manufacturing Corporation
Bankr. W.D. Pa. Case No. 18-24301
Chapter 11 Petition filed November 2, 2018
See http://bankrupt.com/misc/pawb18-24301.pdf
represented by: David Z. Valencik, Esq.
CALAIARO VALENCIK
E-mail: dvalencik@c-vlaw.com
In re LBU Franchises Corporation
Bankr. S.D. Tex. Case No. 18-36106
Chapter 11 Petition filed November 2, 2018
See http://bankrupt.com/misc/txsb18-36106.pdf
represented by: Alan Sanford Gerger, Esq.
THE GERGER LAW FIRM PLLC
E-mail: asgerger@gerglaw.com
In re Lori Elizabeth Zagorshi-Barta
Bankr. S.D. Tex. Case No. 18-36114
Chapter 11 Petition filed November 2, 2018
Filed Pro Se
In re Bobby Derwood Perry
Bankr. S.D. Tex Case No. 18-36140
Chapter 11 Petition filed November 2, 2018
See http://bankrupt.com/misc/txsb18-36140.pdf
represented by: Susan Tran, Esq.
CORRAL TRAN SINGH LLP
E-mail: susan.tran@ctsattorneys.com
In re Barbara Stone
Bankr. D. Ariz. Case No. 18-13486
Chapter 11 Petition filed November 2, 2018
Filed Pro Se
In re Glen Halvorson, MD PLLC
Bankr. D. Ariz. Case No. 18-13508
Chapter 11 Petition filed November 2, 2018
See http://bankrupt.com/misc/azb18-13508.pdf
represented by: Bryan Wayne Goodman, Esq.
GOODMAN & GOODMAN, PLC
E-mail: bwg@goodmanadvisor.com
In re Joe Jawad Abuzaid
Bankr. N.D. Cal. Case No. 18-31205
Chapter 11 Petition filed November 2, 2018
Filed Pro Se
In re Gary Levinson and Jim Kdeen
Bankr. D. Colo. Case No. 18-19613
Chapter 11 Petition filed November 2, 2018
Filed Pro Se
In re Sky Partners NYC LLC
Bankr. S.D.N.Y. Case No. 18-23709
Chapter 11 Petition filed November 2, 2018
See http://bankrupt.com/misc/nysb18-23709.pdf
represented by: Allen A. Kolber, Esq.
LAW OFFICES OF ALLEN A. KOLBER, ESQ.
E-mail: akolber@kolberlegal.com
In re Royalty Real Estate Holdings, LLC
Bankr. W.D. Tenn. Case No. 18-29182
Chapter 11 Petition filed November 2, 2018
See http://bankrupt.com/misc/tnwb18-29182.pdf
represented by: Ted I. Jones, Esq.
JONES & GARRETT LAW FIRM
E-mail: dtedijones@aol.com
In re Victor Talosig De Leon
Bankr. N.D. Cal. Case No. 18-52479
Chapter 11 Petition filed November 3, 2018
represented by: Marc Voisenat, Esq.
LAW OFFICES OF MARC VOISENAT
E-mail: marcvoisenatlawoffice@gmail.com
In re Alexander Bernard Kaspar
Bankr. S.D.N.Y. Case No. 18-36862
Chapter 11 Petition filed November 4, 2018
represented by: Matthew M. Cabrera, Esq.
M. Cabrera & Associates, P.C
E-mail: mcabecf@mcablaw.com
In re Jorge A. Alvarez DDS, P.A.
Bankr. S.D. Fla. Case No. 18-23777
Chapter 11 Petition filed November 5, 2018
See http://bankrupt.com/misc/flsb18-23777.pdf
represented by: Chad T. Van Horn, Esq.
VAN HORN LAW GROUP, P.A.
E-mail: Chad@cvhlawgroup.com
In re Florida Microelectronics, LLC
Bankr. S.D. Fla. Case No. 18-23807
Chapter 11 Petition filed November 5, 2018
See http://bankrupt.com/misc/flsb18-23807.pdf
represented by: Craig I. Kelley, Esq.
E-mail: craig@kelleylawoffice.com
In re Jon Michael Hayes Shibley
Bankr. N.D. Ga. Case No. 18-68584
Chapter 11 Petition filed November 5, 2018
represented by: Paul Reece Marr, Esq.
PAUL REECE MARR, P.C.
E-mail: paul.marr@marrlegal.com
In re AISM Enterprises, LLC
Bankr. N.D. Ga. Case No. 18-68590
Chapter 11 Petition filed November 5, 2018
See http://bankrupt.com/misc/ganb18-68590.pdf
represented by: Aryka N. Moore, Esq.
WEATHERS LAW, LLC
E-mail: arykamoore@gmail.com
In re Sneedcrest Apartments LLC
Bankr. C.D. Ill. Case No. 18-91117
Chapter 11 Petition filed November 5, 2018
See http://bankrupt.com/misc/ilcb18-91117.pdf
represented by: Richard S Ogibovic, II, Esq.
E-mail: rsolaw@hotmail.com
In re Gerald Ray Davenport and Evelyn Marie Davenport
Bankr. M.D. Tenn. Case No. 18-07426
Chapter 11 Petition filed November 5, 2018
represented by: Steven L. Lefkovitz, Esq.
LAW OFFICES LEFKOVITZ & LEFKOVITZ
E-mail: slefkovitz@lefkovitz.com
In re Mundo Cleaning Services, Inc.
Bankr. S.D.N.Y. Case No. 18-13368
Chapter 11 Petition filed November 5, 2018
See http://bankrupt.com/misc/nysb18-13368.pdf
represented by: Norma E. Ortiz, Esq.
ORTIZ & ORTIZ, LLP
E-mail: email@ortizandortiz.com
In re KOKB Medical Properties, L.L.C.
Bankr. N.D. Tex. Case No. 18-33649
Chapter 11 Petition filed November 5, 2018
See http://bankrupt.com/misc/txnb18-33649.pdf
represented by: Joyce W. Lindauer, Esq.
JOYCE W. LINDAUER ATTORNEY, PLLC
E-mail: joyce@joycelindauer.com
In re Karen Kaye Watson
Bankr. N.D. Tex. Case No. 18-33655
Chapter 11 Petition filed November 5, 2018
represented by: Bruce W. Akerly, Esq.
AKERLY LAW PLLC
E-mail: bakerly@akerlylaw.com
In re Morris and Hadley Inc.
Bankr. N.D. Tex. Case No. 18-44350
Chapter 11 Petition filed November 5, 2018
See http://bankrupt.com/misc/txnb18-44350.pdf
represented by: Sean P. Acker, Esq.
ACKER WARREN, P.C.
E-mail: sean@ackerwarren.com
In re Land Store, Inc.
Bankr. N.D. Tex. Case No. 18-44377
Chapter 11 Petition filed November 5, 2018
See http://bankrupt.com/misc/txnb18-44377.pdf
represented by: John Park Davis, Esq.
DAVIS LAW FIRM
E-mail: davi7000@gmail.com
In re Andrew M. Contreras, III
Bankr. W.D. Tex. Case No. 18-52643
Chapter 11 Petition filed November 5, 2018
represented by: David T. Cain, Esq.
E-mail: caindt@swbell.net
In re Crestway Drive Land Limited Liability Company
Bankr. W.D. Tex. Case No. 18-11458
Chapter 11 Petition filed November 6, 2018
Filed Pro Se
In re Azca Props, LLC
Bankr. C.D. Cal. Case No. 18-23136
Chapter 11 Petition filed November 7, 2018
See http://bankrupt.com/misc/cacb18-23136.pdf
represented by: Marc A Goldbach, Esq.
GOLDBACH LAW GROUP
E-mail: marc.goldbach@goldbachlaw.com
In re Gerald William Filice
Bankr. E.D. Cal. Case No. 18-27032
Chapter 11 Petition filed November 7, 2018
Filed Pro Se
In re Dorothy Mae Alexander
Bankr. N.D. Fla. Case No. 18-40587
Chapter 11 Petition filed November 7, 2018
represented by: India Footman, Esq.
FOOTMAN LAW FIRM, P.A.
E-mail: indiafootman@footmanlaw.com
In re Hanibal C. Tayeh
Bankr. D. Mass. Case No. 18-30974
Chapter 11 Petition filed November 7, 2018
represented by: James P. Ehrhard, Esq.
EHRHARD & ASSOCIATES, P.C.
E-mail: ehrhard@ehrhardlaw.com
In re Britlind Oil, LLC
Bankr. N.D. Tex. Case No. 18-33693
Chapter 11 Petition filed November 7, 2018
See http://bankrupt.com/misc/txnb18-33693.pdf
represented by: Eric A. Liepins, Esq.
ERIC A. LIEPINS, P.C.
E-mail: eric@ealpc.com
In re Markus Trice
Bankr. N.D. Cal. Case No. 18-31222
Chapter 11 Petition filed November 8, 2018
Filed Pro Se
In re Century Transportations, Inc.
Bankr. N.D. Cal. Case No. 18-31228
Chapter 11 Petition filed November 8, 2018
See http://bankrupt.com/misc/canb18-31228.pdf
represented by: John A. Vos, Esq.
LAW OFFICES OF JOHN A. VOS
E=mail: InvalidEMailECFonly@gmail.com
In re Thomas Ludwig Morgenstern
Bankr. D.N.H. Case No. 18-11509
Chapter 11 Petition filed November 8, 2018
Filed Pro Se
In re Stephanie's Too, LLC
Bankr. D.N.J. Case No. 18-32221
Chapter 11 Petition filed November 8, 2018
See http://bankrupt.com/misc/njb18-32221.pdf
represented by: David A. Kasen, Esq.
KASEN & KASEN
E-mail: dkasen@kasenlaw.com
In re Rock Bridge Devp., Inc.
Bankr. E.D.N.Y. Case No. 18-77543
Chapter 11 Petition filed November 8, 2018
See http://bankrupt.com/misc/nyeb18-77543.pdf
represented by: Andrew G. Neal, Esq.
E-mail: andrewalnealesq@aol.com
In re Sofrito Inc
Bankr. S.D.N.Y. Case No. 18-23730
Chapter 11 Petition filed November 8, 2018
See http://bankrupt.com/misc/nysb18-23730.pdf
represented by: Lawrence Morrison, Esq.
MORRISON TENENBAUM, PLLC
E-mail: lmorrison@m-t-law.com
In re Matthew D. Betters
Bankr. W.D.N.Y. Case No. 18-21159
Chapter 11 Petition filed November 8, 2018
represented by: Robert B. Gleichenhaus, Esq.
GLEICHENHAUS, MARCHESE & WEISHAAR, P.C.
E-mail: RBG_GMF@hotmail.com
In re Sanjac Security, Inc.
Bankr. S.D. Tex. Case No. 18-36350
Chapter 11 Petition filed November 8, 2018
See http://bankrupt.com/misc/txsb18-36350.pdf
represented by: Margaret Maxwell McClure, Esq.
LAW OFFICE OF MARGARET M. MCCLURE
E-mail: margaret@mmmcclurelaw.com
*********
Monday's edition of the TCR delivers a list of indicative prices
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