/raid1/www/Hosts/bankrupt/TCR_Public/181205.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Wednesday, December 5, 2018, Vol. 22, No. 338
Headlines
1141 REALTY: Seeks Feb. 18 Exclusive Filing Period Extension
123 GRAND: Court Approves Disclosure Statement, Confirms Plan
160 ROYAL PALM: Seeks February 28 Exclusivity Period Extension
2500 WEST LOOP: U.S. Trustee Unable to Appoint Committee
A V CAR: Jan. 9 Hearing on Disclosure Statement
AIRLUX AIRCRAFT: U.S. Trustee Forms 2-Member Committee
ALIKE INC: Case Summary & 5 Unsecured Creditors
AQUAMAR POOL: Unsecureds to Receive 100% Over 7 Years
ARCHDIOCESE OF SANTA FE: Case Summary & 20 Top Unsecured Creditors
ARCHDIOCESE OF SANTA FE: Files for Chapter 11 Due to Abuse Claims
ARGOS THERAPEUTICS: Files for Chapter 11 to Sell to Cellscript
ARGOS THERAPEUTICS: Taps SSG Advisors as Investment Banker
AVIS BUDGET: DBRS Confirms BB LongTerm Issuer Rating, Trend Stable
BAKER MANUFACTURING: U.S. Trustee Forms 2-Member Committee
BARTLETT TRAYNOR: Taps Richard Gan as Special Counsel
BEEBEE FARMS: Case Summary & 15 Unsecured Creditors
BELL FOODS: Selling Substantially All Assets for $1.3 Million
BENSAL LIMITED: Voluntary Chapter 11 Case Summary
BETH CARUSO: $2.5MM Sale of Stone Harbor Property Approved
BIOSTAT LLC: Jan. 24 Evidentiary Hearing on Plan, Disclosures
BOJANGLES' INC: S&P Assigns 'B' ICR Amid Buyout, Outlook Stable
BOMBARDIER INC: DBRS Confirms B Issuer Rating, Trend Positive
BOWLING GREEN: Delays Plan for Extrajudicial Settlement Talks
BRIGGS & STRATTON: Egan-Jones Lowers Sr. Unsecured Ratings to BB-
C&H QUICK: Trustee Hires Carmody MacDonald, P.C. as Attorney
CJA ENERGY: Exclusive Filing Period Extended Until Jan. 7
CYCLE-TEX INC: U.S. Trustee Unable to Appoint Committee
CYRILLA LANDSCAPING: CAT Financial Objects to Disclosure Statement
D&J FITNESS: U.S. Trustee Unable to Appoint Committee
DALMATIAN FIRE: Hires Soukup Bush as Accountant
DILLE FAMILY: Chapter 11 Trustee Objects to Disclosure Statement
DILLE FAMILY: Don Murphy Objects to Disclosure Statement
DIVERSE LABEL: $7.5K Sale of Forklift & Equipment to Excelsior OK'd
DIVERSE LABEL: Has Authority to Use Cash Collateral Until Dec. 4
EAST END BUS: U.S. Trustee Unable to Appoint Committee
EQUITRANS MIDSTREAM: S&P Rates New $650MM Term Loan B 'BB'
FCH MCKINNEY: Voluntary Chapter 11 Case Summary
FOX PROPERTY HOLDINGS: Exclusivity Period Extended to March 15
FQ/LB LP: Has Until Dec. 31 to Exclusively Obtain Plan Acceptances
GARDEN OAKS MAINTENANCE: Hires Roberts Markel as Special Counsel
GASTAR EXPLORATION: Taps Jackson Walker LLP as Co-Counsel
GIRARD MANUFACTURING: Unsecured Creditors' Recovery Increased to 7%
GRATE ENTERPRISES: Taps A&G Realty as Real Estate Consultant
HOME CARE OPTIONS: Case Summary & 13 Unsecured Creditors
ILLINOIS STAR: Exclusive Filing Period Extended Up To Jan. 7
J.J.S.Y. INVESTMENTS: Voluntary Chapter 11 Case Summary
J.P. APARTMENTS: Hires GlassRatner as Financial Advisor
JASON FLY: To Sell Assets to Pay Creditors
JESS ARNDELL: $2.5MM Sale of Truckee Property Approved
JESS ARNDELL: $350,000 Sale of Truckee Lot. Approved
JLT HOLDINGS: Case Summary & 15 Unsecured Creditors
JP ADVANCED: Unsecureds to Get Full Payment Over 72 Months
LA MERCED LIMITED: Taps Nelson Robles Diaz Law as Counsel
LAND STORE: Hires Davis Law Firm as Counsel
LBI MEDIA: Hires Alvarez & Marsal as Financial Advisor
LBI MEDIA: Hires Guggenheim Securities as Investment Banker
LBI MEDIA: Hires Richards Layton as Co-Counsel
LBI MEDIA: Hires Weil Gotshal as Bankruptcy Counsel
LBI MEDIA: Taps Epiq Corporate as Administrative Advisor
LOCKWOOD HOLDINGS: Plan Exclusivity Extended to Jan. 1
LONGHORN MANUFACTURING: Unsecureds to Get Nothing Under Plan
MANSFIELD BOAT: Voluntary Chapter 11 Case Summary
MATTEL INCORPORATED: Egan-Jones Lowers Sr. Unsecured Ratings to B+
MEMPHIS SPINE: U.S. Trustee Unable to Appoint Committee
MICHAEL WORLEY: Sale of 2008 Jeep Wrangler for $16,000 Approved
MICHAEL WORLEY: Sale of Airstream Travel Trailer for $30,000 OK'd
MICHEAL MCIVOR: U.S. Trustee Unable to Appoint Committee
MIDWAY OILFIELD: Has Until February 11 to Exclusively File Plan
NATIONAL AUTO: Hires Berger Singerman as Counsel
NATIONAL AUTO: Taps Development Specialists as Financial Advisor
NATIONAL EVENTS: Exclusive Plan Filing Period Moved to Dec. 28
ODYSSEY ACADEMY: S&P Affirms 'BB' Rating on 2015A/B Education Bonds
ONEBADA INC: Trustee's $538,000 Sale of La Palma Business Approved
PLAYHUT INC: Seeks Jan. 28 Exclusive Filing Period Extension
QUAD/GRAPHICS INC: S&P Affirms 'BB-' ICR Amid Financing Plans
QUALITY CONSTRUCTION: Unsecureds to Get $1MM Over 21 Quarters
QUE GOLAZO: Seeks 30 Days Exclusivity Period Extension
RGIS HOLDINGS: S&P Cuts Ratings to CCC+ on Convenant Violation
RITE AID: Egan-Jones Lowers Senior Unsecured Ratings to B
RM HOLDCO: Seeks March 4 Exclusive Plan Filing Period Extension
S&C TEXAS INVESTMENTS: U.S. Trustee Unable to Appoint Committee
STERLING INTERMEDIATE: S&P Alters Outlook to Neg. & Affirms B ICR
SUMMIT FINANCIAL: Attempt to Extend Exclusivity Period Denied
SWIFT STAFFING: Allowed to File Chapter 11 Plan by Dec. 1
T BAR W PROPERTIES: Voluntary Chapter 11 Case Summary
TEMPEST GROUP: Cuts Estimated Unsecured Claim Amount to $40K
TROP INC: U.S. Trustee Unable to Appoint Committee
UNIVERSAL ACADEMY: S&P Affirms 'B+' Rating on 2014 Education Bonds
UNIVERSITY PHYSICIAN: Hires Robert Bassel as Co-Counsel
VERITY HEALTH: Wants to Keep Exclusivity Until Completion of Sale
VICTORY SOLUTIONS: U.S. Trustee Unable to Appoint Committee
VINE CITY PLAZA: $490,000 Sale of Atlanta Property to WMAC Okayed
YOUNG KEUN PARK: $4.3MM Sale of La Palma Property Okayed
*********
1141 REALTY: Seeks Feb. 18 Exclusive Filing Period Extension
------------------------------------------------------------
1141 Realty Owner LLC and Flatironhotel Operations, LLC, request
the U.S. Bankruptcy Court for the Southern District of New York to
extend the exclusive periods during which the Debtors may file a
plan and solicit acceptances to any such plan, each by 90 days,
through and including Feb. 18, 2019 and April 13, 2019,
respectively.
The Debtors submit that cause exists for the Court to extend the
Exclusive Periods. In particular, the following factors all weigh
in favor of granting an extension at this time:
(a) Since the Petition Date, the Debtors have been diligently
working with Premier Flatiron LLC to secure financing to enable
confirmation of a plan of reorganization. A plan and disclosure
statement have been prepared and will be ready to file when
financing is secured.
(b) The Debtors sought and obtained an order of the Court
establishing deadlines to file proofs of claim. The Bar Date for
all creditors other than governmental entities was November 5, 2018
and the Bar Date for governmental entities is January 28, 2019.
(c) The Debtors have engaged Wilmington Trust, N.A., solely in
its capacity as Trustee for the benefit of the Registered Holders
of Wells Fargo Commercial Mortgage Trust 2015-C28, Commercial
Mortgage Pass Through Certificates, Series 2015- C28 by filing an
objection to the Prepetition Secured Lender's claim and serving
contested matter discovery demands on the Prepetition Secured
Lender required to verify the amounts claimed by the Prepetition
Secured Lender. The Debtor intends to depose witnesses for the
Prepetition Secured Lender in the month of December. A hearing on
the Claim Objection is presently scheduled for December 20, 2018.
Accordingly, the Debtors believe that the proposed extension of
exclusivity will provide sufficient additional time to allow the
Debtors to continue negotiating with the DIP Lender and complete
tasks required to confirm a plan.
About 1141 Realty Owner
1141 Realty Owner LLC is the fee owner of the Flatiron Hotel, a
62-room boutique hotel located at 9 West 26th Street a/k/a 1141
Broadway in New York, New York. Affiliate Flatironhotel Operating
LLC owns the liquor licenses for the restaurant facilities within
the hotel.
1141 Realty Owner LLC and Flatironhotel Operating LLC filed for
Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case No.
18-12341) on July 31, 2018.
In the petitions signed by Jagdish Vaswani, managing member, 1141
Realty Owner estimated assets of $10 million to $50 million and
liabilities of $10 million to $50 million. Flatironhotel estimated
$1 million to $10 million in assets and $1 million to $10 million
in liabilities.
Judge Stuart M. Bernstein is the case judge.
The Debtors tapped Klestadt Winters Jureller Southard & Stevens,
LLP as their legal counsel; CR3 Partners, LLC as crisis management
services provider; Verdolino & Lowey, P.C. as their accountant; and
Omni Management Group, Inc. as the administrative agent and claims
and noticing agent.
123 GRAND: Court Approves Disclosure Statement, Confirms Plan
-------------------------------------------------------------
The Bankruptcy Court issued a final order approving the disclosure
statement and confirming the plan of reorganization of 123 Grand,
LLC.
All objections to the Disclosure Statement and the Plan are
overruled.
The Plan specifies that all classes of Claims are not impaired and
provides the same treatment for each Claim of a particular class,
unless the holder of a particular Claim agrees to a less favorable
treatment.
The Court finds that the Plan provides adequate, proper and legal
means for the Plan's implementation and for the funding of the
Purchase Price and payment of Allowed Claims from the Debtor’s
Interest Holders.
The Plan is consistent with the interests of creditors and with
public policy and has been proposed in good faith and not by any
means forbidden by law.
The Plan provides that each holder of a Claim will receive on
account of such claim, Cash in full, at the Closing.
The Court further finds that the Plan is feasible, and confirmation
of the Plan is not likely to be followed by the liquidation, or the
need for further financial reorganization.
In January 2018, the Debtor entered into a contract of sale with A
to Z Holding Company, Inc. to purchase the real properties located
at 123-23 Grand Street, 228 Berry Street, Brooklyn, New York,
designated as Blocks 2379, Lots 24, 27, and 29, on the Kings
County
Tax Map. In connection with the Contract, A to Z received an
initial $700,000 deposit. Since the execution of the original
Contract, there have been several extensions and in connection
with
the extensions, the deposit under the Contract was increased to
$1,100,000 all of which is now non-refundable.
Prior to the Petition Date, A to Z granted the Debtor a final
extension of the deadline to close to Oct. 10, 2018, with time
being of the essence. Being unable to close by that date and
unable
to confirm an additional extension of the closing date with the
Seller, the Debtor filed for Chapter 11 protection to preserve its
$1,100,000 deposit and its rights under the Bankruptcy Court. The
Contract deposit was increased to $1,250,000 as a result of a
post-petition amendment to the Contract that provides for
confirmation of the Plan with A to Z's consent. The increased
deposit of $150,000 was funded by a non-Debtor third-party and is
currently held in escrow. The amendment is subject to approval by
the Court, which the Debtor is seeking by separate motion under
Bankruptcy Rule 9019. The Debtor intends to cure any defaults
under
the Contract and perform its obligations under the Plan, and close
on the purchase of the Properties on or before Dec. 10, 2018.
The Plan provides for the immediate post-Effective Date closing
under the Contract which will be assumed by the Debtor and also
provides for a 100% distribution to Debtor's General Unsecured
Creditors on account of their allowed claims.
The payment of the balance of the Purchase Price due to A to Z and
all creditor distributions will be funded by the Post-Confirmation
Debtor or its Interest Holder, who will evidence its financial
ability to satisfy such payments prior to the confirmation
hearing.
A full-text copy of the Disclosure Statement is available for free
at:
http://bankrupt.com/misc/nyeb1-18-45824-11.pdf
About 123 Grand LLC
123 Grand LLC filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No.
18-45824) on Oct. 10, 2018. In the petition signed by David L.
Smith, manager, the Debtor estimated $10 million to $50 million in
assets and $100,000 to $500,000 in liabilities.
160 ROYAL PALM: Seeks February 28 Exclusivity Period Extension
--------------------------------------------------------------
160 Royal Palm, LLC, requests the U.S. Bankruptcy Court for the
Southern District of Florida to extend for a period of 90 days: (i)
the exclusive filing period to through and including Feb. 28, 2019;
(ii) the exclusive solicitation period to through and including
April 29, 2019; and (iii) the procedures order deadline to through
and including Feb. 28, 2019.
Since the Petition Date, the Debtor has devoted a significant
amount of time to: (a) complying with the requirements of operating
as a debtor-in-possession during a Chapter 11 case, (b) pursuing
the sale of substantially all of the Debtor's assets, which is
presently scheduled for auction on Dec. 14, 2018, and (c)
prosecuting and defending various contested matters relating to
KK-PB Financial, LLC, including:
(1) Debtor's Motion to Limit Credit Bids with Respect to Sale
of Substantially All of its Assets;
(2) KK-PB's Motion to Estimate Claim for Purposes of Credit
Bidding, and
(3) KK-PB's Motion to Modify and Terminate Automatic Stay, or
Dismiss Chapter 11 Proceeding, which is presently scheduled for
evidentiary hearing on December 6, 2018.
Also, on Nov. 29, 2018, the Debtor filed an Expedited Motion
seeking to re-schedule the evidentiary hearing to occur over a
three-day period beginning on Jan. 7, 2019, and continuing the
auction, certain related deadlines and sale hearing for a period of
30 days.
The Debtor, and its management and professionals have devoted a
significant amount of time in pursuing the potential sale, and
defending and prosecuting the foregoing contested matters. The
Debtor is seeking the requested extension of the exclusivity
periods and Procedures Order Deadline to permit the Debtor to
pursue and resolve the foregoing matters relating to the proposed
sale of substantially all of its assets and various contested
matters prior to expending the time and expense of formulating and
filing a plan and disclosure statement, which terms will be
affected by the outcome of the foregoing matters.
The Debtor claims that it is not seeking to use exclusivity to
pressure creditors into accepting a plan they find unacceptable. To
the contrary, the Debtor believes that extending exclusivity will
allow it to pursue and resolve various contested matters and the
potential sale of its assets that will have an impact on the terms
of the Debtor's plan and disclosure statement, without incurring
legal fees associated with preparing a plan and disclosure
statement.
About 160 Royal Palm
160 Royal Palm, LLC is a Florida limited liability company, which
owns prime real property consisting of a partially constructed
hotel/condominium located at 160 Royal Palm Way, Palm Beach,
Florida. The property is under state court receivership.
160 Royal Palm filed a voluntary petition for relief under chapter
11 of the United States Bankruptcy Code (Bankr. S.D. Fla. Case No.
18-19441) on Aug. 2, 2018. In the petition signed by Cary
Glickstein, sole and exclusive manager, the Debtor disclosed
$16,447,759 in total assets and $114,926,976 in total liabilities.
Judge Erik P. Kimball is assigned to the case.
Philip J. Landau, Esq., at Shraiberg, Landau & Page, P.A., is the
Debtor's counsel; and Greenberg Traurig, P.A. as its special
counsel and title agent.
No official committee of unsecured creditors has been appointed in
the Debtor's case.
2500 WEST LOOP: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------------
The Office of the U.S. Trustee on Nov. 21 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of 2500 West Loop, Inc.
About 2500 West Loop Inc.
2500 West Loop, Inc., is a privately-held company whose principal
assets are located at Suite 422, 2429 Bissonnet St., Houston
Texas.
2500 West Loop sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D. Texas Case No. 18-20459) on October 12, 2018. At
the time of the filing, the Debtor had estimated assets of $10
million to $50 million and liabilities of less than $500,000.
The case has been assigned to Judge David R. Jones. The Debtor
tapped Johnie J. Patterson, Esq. at Walker & Patterson, P.C. as its
legal counsel.
A V CAR: Jan. 9 Hearing on Disclosure Statement
-----------------------------------------------
The hearing to consider the approval of the disclosure statement
(including any amendments or revisions thereto) explaining A V Car
& Home LLC's Chapter 11 plan of liquidation will be held on January
9, 2019 at 10:30 AM in the Courtroom 1, U.S. Courthouse, 333
Constitution Avenue, Washington, DC 20001.
Class 4 under consists of the general unsecured creditors. This
class will receive 75% the amount of their claims. Upon the
conclusion of all appeals in this Bankruptcy Case and any related
adversary proceeding, holders of Allowed General Unsecured Claims
will be paid the remaining 25% of their claims, plus post-petition
interest, at the federal judgment rate in effect on the Petition
Date.
The Debtor, through the Plan, proposes a sale of the Washington DC
Property free and clear of all liens, claims, encumbrances and
other interests pursuant to section 363(f) and (h) of the
Bankruptcy Code and on an "as is, where is" basis, without
representations or warranties of any kind, nature or description.
The Confirmation Order will approve the sale of the Property via
an
auction. Counsel for the Debtor will collect the Sales Proceeds
and
as a fiduciary, although the scope of such fiduciary duties shall
be limited exclusively to distributing the funds to the claim or
equity holders in accordance with the Plan.
A copy of the Disclosure Statement is available for free at:
http://bankrupt.com/misc/dcb18-00434-69.pdf
About A V Car & Home
A V Car & Home LLC, a company based in Washington, DC, is engaged
in activities related to real estate. A V Car & Home sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. D. D.C.
Case No. 18-00434) on June 20, 2018. In the petition signed by
Shawntell Parker, authorized representative, the Debtor estimated
assets of $1 million to $10 million and liabilities of $1 million
to $10 million. Judge Martin S. Teel, Jr., presides over the case.
AIRLUX AIRCRAFT: U.S. Trustee Forms 2-Member Committee
------------------------------------------------------
The Office of the U.S. Trustee on Nov. 20 appointed two creditors
to serve on the official committee of unsecured creditors in the
Chapter 11 case of Airlux Aircraft, Inc.
The committee members are:
(1) Elisen & Associes, Inc.
201-10340 Cote-de-Liesse
Montreal, Quebec
Canada H8T 1A3
Attention: Stephen Durand
Tel: (514) 995-7032
Email: stephan.durand@elisen.com
(2) Platinum Jet Corporation
56 King Street
Clinton, Ontario NOM 1LO
Attention: Kimberly Kohnert
Tel: (519) 482-9496
Email: Kim@platinumjet.ca
Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense. They may investigate the debtor's business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.
About Airlux Aircraft
Airlux Aircraft, Inc. -- http://www.airluxaircraft.com/-- is a
completions and maintenance facility that is certified with the
Federal Aviation Administration (FAA) under Title 14 of the Code of
Federal Regulations (14 CFR) Part 145 and is engaged in the
maintenance, preventive maintenance, inspection, modification, and
alteration of aircraft. It aims to be an industry leader in
retrofit interior solutions and maintenance for Embraer, Boeing,
and Airbus lines of aircraft.
Airlux Aircraft sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Cal. Case No. 18-12433) on Sept. 30,
2018. In the petition signed by Mark Liker, CEO, the Debtor
estimated assets of $1 million to $10 million and liabilities of $1
million to $10 million. The Debtor tapped the Law Offices of Moses
S. Bardavid as its legal counsel.
ALIKE INC: Case Summary & 5 Unsecured Creditors
-----------------------------------------------
Debtor: Alike, Inc.
2860 E Ledbetter Dr.
Dallas, TX 75216
Business Description: Alike, Inc., operates a convenience store
located at 2860 E. Ledbetter in Dallas,
Texas. The Debtor also owns other pieces
of real property in the same general
location, one of which it currently rents
out. Alike, Inc. previously filed a
voluntary petition seeking relief under
Chapter 11 of the Bankruptcy Code on June 2,
2016 (Bankr. N.D. Tex. Case No. 16-32174).
Chapter 11 Petition Date: December 3, 2018
Court: United States Bankruptcy Court
Northern District of Texas (Dallas)
Case No.: 18-33954
Debtor's Counsel: Eric A. Liepins, Esq.
ERIC A. LIEPINS, P.C.
12770 Coit Rd., Suite 1100
Dallas, TX 75251
Tel: (972) 991-5591
E-mail: eric@ealpc.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $500,000 to $1 million
The petition was signed by Gregory Achilike, president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's five unsecured creditors is available for free
at:
http://bankrupt.com/misc/txnb18-33954.pdf
AQUAMAR POOL: Unsecureds to Receive 100% Over 7 Years
-----------------------------------------------------
Aquamar Pool Supplies, Inc., filed a small business plan of
reorganization and accompanying disclosure statement proposing that
priority unsecured creditors will receive a distribution of no less
than 100% of their allowed claims over a period of five years while
general unsecured creditors will be paid over a period of seven
years after priority claims are paid.
General unsecured claims are not secured by property of the estate
and are not entitled to priority.
Payments and distributions under the Plan will be funded by income
generated from the sales of pool supplies And pool maintenance
performed by debtor.
A full-text copy of the Disclosure Statement dated November 26,
2018, is available at:
http://bankrupt.com/misc/prb18-181753-38.pdf
Attorney for Debtor:
Robert Millan, Esq.
Millan Law Offices
Calle San Jose #250
San Juan, PR 00901-0000
Tel: (787) 725-0946
Fax: (787) 579-1533
Email: rmi3183180@aol.com
About Aquamar Pool Supplies
Aquamar Pool Supplies Inc. sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D.P.R. Case No. 18-01753) on March 30,
2018. At the time of the filing, the Debtor estimated assets of
less than $50,000 and liabilities of less than $500,000. Judge
Enrique S. Lamoutte Inclan presides over the case.
ARCHDIOCESE OF SANTA FE: Case Summary & 20 Top Unsecured Creditors
------------------------------------------------------------------
Debtor: Roman Catholic Church of the Archdiocese of Santa Fe
4000 St. Josephs Place NW
Albuquerque, NM 87120
Business Description: Roman Catholic Church of the Archdiocese of
Santa Fe is an ecclesiastical territory or
diocese of the southwestern region of the
United States in the state of New Mexico.
At present the Archdiocese of Santa Fe
covers an area of 61,142 square miles.
There are 93 parish seats and 226 active
missions throughout this area.
https://www.archdiosf.org/
Chapter 11 Petition Date: December 3, 2018
Court: United States Bankruptcy Court
District of New Mexico (Albuquerque)
Case No.: 18-13027
Judge: Hon. David T. Thuma
Debtor's Counsel: Bruce Anderson, Esq.
Ford Elsaesser, Esq.
Katherine Elsaesser, Esq.
ELSAESSER ANDERSON, CHTD.
320 East Neider Avenue, Suite 102
Coeur d'Alene, ID 83815
Tel: (208) 667-2900
Fax: (208) 667-2150
E-mail: baafiling@eaidaho.com
brucea@eaidaho.com
- and -
Chris W Pierce, Esq.
WALKER & ASSOCIATES, P.C.
500 Marquette N.W., Suite 650
Albuquerque, NM 87102
Tel: 505-766-9272
Fax: 505-766-9287
E-mail: cpierce@walkerlawpc.com
- and -
Samuel I. Roybal, Esq.
WALKER & ASSOCIATES, P.C.
500 Marquette, NW, Ste 650
Albuquerque, NM 87102
Tel: 505-766-9272
Fax: 505-766-9287
E-mail: sroybal@walkerlawpc.com
- and -
Stephanie L Schaeffer, Esq.
WALKER & ASSOCIATES, P.C.
500 Marquette NW Suite 650
Albuquerque, NM 87102
Tel: 505-766-9272
Email: sschaeffer@walkerlawpc.com
- and -
Thomas D Walker, Esq.
WALKER & ASSOCIATES, P.C.
500 Marquette Ave NW Ste 650
Albuquerque, NM 87102-5309
Tel: 505-766-9272
E-mail: twalker@walkerlawpc.com
Debtor's
Special
Counsel: Luis Stelzner, Esq.
Robert P. Warburton, Esq.
Juan Flores, Esq.
Sara N. Sanchez, Esq.
Jaime Dawes, Esq.
STELZNER, WINTER, WARBURTON, FLORES, SANCHEZ &
DAWES, P.A.
PO Box 528
Albuquerque, NM 87103
E-mail: jflores@stelznerlaw.com
lgs@stelznerlaw.com
rpw@stelznerlaw.com
ssanchez@stelznerlaw.com
jd@stelznerlaw.com
Debtor's
Accountant: KING INDUSTRIES CORPORATION
Total Assets: $49,184,579
Total Liabilities: $3,700,000
The petition was signed by Archbishop John C. Wester, authorized
representative.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/nmb18-03027.pdf
List of Debtor's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Claimant C.M. Abuse Claim $100,000
Tinkler Law Firm
309 Johnson Street
Santa Fe, NM 87501
Claimant D.G. Abuse Claim $100,000
Tinkler Law Firm
309 Johnson Street
Santa Fe, NM 87501
Claimant J.N. Abuse Claim $100,000
Tinkler Law Firm
309 Johnson Street
Santa Fe, NM 87501
Claimants Abuse Claim $100,000
c/o Tinkler Law Firm
309 Johnson Street
Santa Fe, NM 87501
Jane Doe "I" Abuse Claim $100,000
c/o Brad D. Hall
320 Gold Avenue,
SW, Ste 1218
Albuquerque, NM 87102
Jane Doe "L" Abuse Claim $100,000
c/o Brad D. Hall
320 Gold Avenue,
SW, Ste 1218
Albuquerque, NM 87102
Jane Doe "M" Abuse Claim $100,000
c/o Brad D. Hall
320 Gold Avenue,
SW, Ste 1218
Albuquerque, NM 87102
Jane Does "G, I, L Abuse Claim $100,000
and M"
c/o Brad D. Hall
320 Gold Avenue,
SW, Ste 1218
Albuquerque, NM 87102
John Doe Abuse Claim $100,000
c/o Merit Bennett
460 St. Michael's
Drive, Ste 703
Santa Fe, NM 87505
John Doe "90" Abuse Claim $100,000
c/o Brad D. Hall
320 Gold Avenue,
SW, Ste 1218
Albuquerque, NM 87102
John Doe "91" Abuse Claim $100,000
c/o Brad D. Hall
320 Gold Avenue,
SW, Ste 1218
Albuquerque, NM 87102
John Doe "92" Abuse Claim $100,000
c/o Brad D. Hall
320 Gold Avenue,
SW, Ste 1218
Albuquerque, NM 87102
John Doe "93" Abuse Claim $100,000
c/o Brad D. Hall
320 Gold Avenue,
SW, Ste 1218
Albuquerque, NM 87102
John Doe "94" Abuse Claim $100,000
c/o Brad D. Hall
320 Gold Avenue,
SW, Ste 1218
Albuquerque, NM 87102
John Doe "96" Abuse Claim $100,000
c/o Brad D. Hall
320 Gold Avenue,
SW, Ste 1218
Albuquerque, NM 87102
John Doe 1, c/o Abuse Claim $100,000
Carolyn Nichols
Rothstein Donatelli, LLP
500 Fourth Street
NW, Suite 400
Albuquerque, NM 87102
John Doe 2 Abuse Claim $100,000
c/o Carolyn Nichols
Rothstein Donatelli, LLP
500 Fourth Street
NW, Suite 400
Albuquerque, NM 87102
John Doe 4 Abuse Claim $100,000
c/o Carolyn Nichols
Rothstein Donatelli, LLP
500 Fourth Street
NW, Suite 400
Albuquerque, NM 87102
John Doe 5 Abuse Claim $100,000
c/o Carolyn Nichols
Rothstein Donatelli, LLP
500 Fourth Street
NW, Suite 400
Albuquerque, NM 87102
John Doe 6, c/o Abuse Claim $100,000
Carolyn Nichols
Rothstein Donatelli, LLP
500 Fourth Street
NW, Suite 400
Albuquerque, NM 87102
The Claimants' names and addresses will be filed under seal, after
appropriate motion.
ARCHDIOCESE OF SANTA FE: Files for Chapter 11 Due to Abuse Claims
-----------------------------------------------------------------
The Roman Catholic Church of The Archdiocese of Santa Fe on Dec. 3,
2018, sought Chapter 11 bankruptcy protection in Albuquerque, New
Mexico, to implement a framework to settle all child sex abuse
claims against it.
"Under Chapter 11, the Archdiocese will have the opportunity to
work with the survivors to present a plan of reorganization that
provides for a fair and equitable way to compensate those who
suffered sexual abuse as children by clergy or workers of the
Church in our Archdiocese - those who are currently known, those
who are about to come forward, and those who might come forward in
the future," Most Reverend John C. Wester, Archbishop of Santa Fe,
said in a statement.
The Archdiocese of Santa Fe expects that operations to continue
uninterrupted. It notes that in the approximately 20 other cases
where dioceses and archdioceses have filed Chapter 11 bankruptcy,
the operations of the parishes, schools, and other services to the
Catholic community have not been materially affected.
In its schedules, the Archdiocese of Santa Fe reported total assets
of $49.18 million, including real property of $31.56 million, and
liabilities of just $3.7 million.
The Archdiocese presently employs 84 people.
The Archdiocese of Santa Fe, mired with sexual abuse claims, has
said in court filings and its Web site that:
* The Archdiocese has settled over 300 claims. The cost of
settlement of the over 300 cases which included insurance funds
totaled approximately $52 million dollars of which the Archdiocese
paid a substantial amount.
* The Archdiocese currently has approximately 40 pending cases,
which it intends to address in a "caring and Christ-like manner."
* The number of claims against the Archdiocese has continued to
increase. These claims relate to events that occurred almost
exclusively decades ago and for understandable reasons were not
able to surface until later in a person's life.
* Over the last 25 years, the Archdiocese of Santa Fe has had a
"Zero Tolerance Policy" whereby every priest, deacon, staff member
or volunteer who is credibly accused of sexual abuse of a minor is
removed from ministry permanently, and the abuse is reported to law
enforcement.
First Day Motions
To enable the Archdiocese to minimize the adverse affects of the
commencement of this Chapter 11 case on its operations, the
Archdiocese has requested various types of relief in first day
motions. The first day motions seek relief aimed at, among other
things, facilitating a smooth transition in this Chapter 11 case,
maintaining employee compensation, maintaining the good will and
morale of priests, lay employees and others who rely on the
programs and services provided by the Archdiocese, and preserving
and maximizing the property available to satisfy the Archdiocese's
creditors.
About the Archdiocese of Santa Fe
The Roman Catholic Church of the Archdiocese of Santa Fe --
https://www.archdiosf.org/ -- is an ecclesiastical territory or
diocese of the southwestern region of the United States in the
state of New Mexico. At present the Archdiocese of Santa Fe covers
an area of 61,142 square miles. There are 93 parish seats and 226
active missions throughout this area.
The Roman Catholic Church of the Archdiocese of Santa Fe sought
Chapter 11 protection (Bankr. D. N.M. Case No. 18-13027) on Dec. 3,
2018, to deal with child abuse claims.
The Archdiocese reported total assets of $49,184,579 and total
liabilities of $3,700,000 as of the bankruptcy filing.
The Hon. David T. Thuma is the case judge.
The Archdiocese tapped ELSAESSER ANDERSON, CHTD. and WALKER &
ASSOCIATES, P.C., as bankruptcy counsel; STELZNER, WINTER,
WARBURTON, FLORES, SANCHEZ & DAWES, P.A., as special counsel; and
KING INDUSTRIES CORPORATION as accountant.
* * *
A meeting of creditors under 11 U.S.C. Sec. 341(a) is scheduled for
Jan. 10, 2018, at 2:00 p.m. at Federal Building and US Courthouse
in Hon. James A. Parker's Courtroom.
ARGOS THERAPEUTICS: Files for Chapter 11 to Sell to Cellscript
--------------------------------------------------------------
Immunotherapy lab Argos Therapeutics Inc. (OTCQB:ARGS) on Nov. 30,
2018, filed for Chapter 11 bankruptcy in Delaware with $21 million
in debt, and plans to sell its business to Cellscript, LLC, for
about $3.8 million, absent higher and better offers.
The Company is an immuno-oncology company that has been focused on
the development and commercialization of individualized
immunotherapies for the treatment of cancer and infectious diseases
based on its proprietary precision immunotherapy technology
platform called Arcelis.
The Company has three employees as of the Petition Date.
"In April 2018 the Company terminated its development program for
rocapuldencel-T, its lead product candidate, which the Company had
been developing for the treatment of metastatic renal cell
carcinoma, or mRCC, and other cancers. Additionally, in August
2018, the Company ceased its support for the development of its
other clinical product candidate, AGS-004, which it was developing
for the eradication of HIV. The Company has ceased its research
and development activities and has significantly reduced its
workforce. Based on a review of the status of its internal
programs, resources and capabilities, the Company is pursuing a
strategic alternative that may involve an asset sale, dissolution,
liquidation, wind-down or protection under bankruptcy laws. There
can be no assurance that the Company will be able to enter into a
strategic transaction on a timely basis, on terms that are
favorable to the Company, or at all. If the Company decides to
seek protection under the bankruptcy laws, and if the Company
decides to wind down under the bankruptcy laws or otherwise, it is
unclear to what extent the Company will be able to pay its
obligations to creditors, and, whether and to what extent any
resources will be available for distributions to the Company’s
stockholders. However, based on the Company's current resources,
the Company believes that it is unlikely that any resources will be
available for distributions to its stockholders and that a likely
outcome of the Company’s wind-down and potential bankruptcy
proceeding will be the cancellation or extinguishment of all
outstanding shares in the Company without any payment or other
distribution on account of those share," the Company said in a
regulatory filing in November 2018.
Because the Company's product candidates remain in the
developmental stage, Argos' primary sources of revenues have
traditionally derived from (a) third-party License agreements; (b)
government entity sponsored grants; and (c) capital raising
activities. During the year ending Dec. 31, 2017, the Company
recorded a net loss of approximately $40.6million.
The Debtor said in court filings it intends to pursue the sale of
the assets in Chapter 11 in order to obtain maximum value for the
benefit of all of its stakeholders. The Debtor has access to
unencumbered cash that will provide it with sufficient liquidity to
operate during the sale process, and Cellscript's bid sets a floor
price for what the Debtor hopes will be an open, competitive and
ultimately successful auction of the Debtor's assets. Shortly
after the Petition Date, the Debtor intends to propose a Chapter 11
plan of liquidation to provide for the orderly liquidation of any
remaining assets after the Sale, and timely distributions to its
stakeholders.
Deal with Cellscript
The Company conducted a marketing process prepetition. From April
18, 2018 through June 22, 2018, the Company, with the assistance of
Stifel, Nicolaus & Company, marketed itself to potential strategic
partners but no viable transaction was achieved. Starting July
2018, the Company engaged SSG Advisor, LLC, to evaluate operations
and then market the Company's assets.
Matthew Foster, managing director at Sonoran Capital Advisors and
currently the Debtor's CRO, explained in court filings that after
receiving and evaluating various proposals, the Debtor selected
Cellscript, LLC, as the stalking horse purchaser in connection with
the bankruptcy sale of the assets.
On Nov. 30, 2018, the Debtor and Cellscript entered into an asset
purchase agreement. Cellscript has agreed to (i) purchase
substantially all of the Debtor's equipment, intellectual property,
and certain other assets; (ii) assume certain of the Debtor's
liabilities; and (3) assume certain of the Debtor's executory
contracts, subject to higher or otherwise better bids. Among other
things, as consideration for the purchase of the Debtor's assets,
Cellscript has agreed to:
(a) pay $1,675,000 in cash;
(b) pay cure costs for certain assumed executory contracts which
are estimated to be valued at not less than $1,000;
(c) assume certain of the Debtor's liabilities which are
estimated to be valued at not less than $1,444,330; and
(d) release (and/or assign to the Debtor's secured lender)
Cellscript's approximately $2,000,000 unsecured claim, which is
estimated to be valued at not less than $700,000.
Capital Structure
As of the Petition Date, the Debtor has outstanding debt
obligations in the aggregate principal amount of $21 million,
consisting of approximately:
(a) $6.6 million in secured first priority notes secured by a
first priority lien on the Debtor's intellectual property;
(b) $11.6 million in unsecured note obligations; and
(c) $2.6 million owed to vendors, licensees and other unsecured
creditors.
As of the Petition Date, the Debtor is currently holding $4.3
million in cash and cash equivalents that is unencumbered by any
security interest.
As of the Petition Date, the Debtor estimates that its unsecured
debt totals approximately $14.2 million, consisting of unsecured
promissory notes, contractual license obligations and trade debt.
The Debtor is a publicly traded company with 10,586,661 shares
currently outstanding. Until April 23, 2018, the Debtor's shares
were traded on the NASDAQ exchange. On April 23, 2018, the Debtor
received a notification from NASDAQ the Company's Common stock
would be de-listed as of the open of business on April 25, 2018.
Following such delisting, the Company transferred its common stock
to the OTCQB@ Venture Market.
About Argos Therapeutics
Durham, North Carolina-based Argos Therapeutics is a
biopharmaceutical company focused on the development and
commercialization of fully personalized immunotherapies for the
treatment of cancer and infectious diseases based on its Arcelis
technology platform. Using biological components from each
patient, Arcelis-based immunotherapies employ the patient´s
dendritic cells to activate an immune response specific to the
patient´s disease. Argos' most advanced product candidates
include AGS-003 for the treatment of metastatic renal cell
carcinoma, or mRCC, and AGS-004 for the treatment of HIV.
Argos Therapeutics, Inc., filed a Chapter 11 bankruptcy petition
(Bankr. D. Del. Case No. 18-12714) on Nov. 30, 2018.
The Debtor reported $10,880,900 in total assets and $23,453,779 in
total liabilities as of Sept. 30, 2018.
The Hon. Kevin J. Carey is the case judge.
The Debtor tapped LANDIS RATH & COBB LLP as bankruptcy counsel;
WILMER CUTLER PICKERING HALE AND DORR LLP as corporate counsel; SSG
ADVISORS, LLC as investment banker; and SONORAN CAPITAL ADVISORS,
LLC, as restructuring advisors.
ARGOS THERAPEUTICS: Taps SSG Advisors as Investment Banker
----------------------------------------------------------
Argos Therapeutics, Inc., seeks authority from the U.S. Bankruptcy
Court for the District of Delaware (Delaware) to hire SSG Advisors,
LLC, as investment banker.
The Debtor requires SSG to:
(a) assist the Debtor in analyzing and evaluating the business
and financial performance of the company;
(b) assist in the preparation of a descriptive memorandum and
other marketing materials describing the Debtor, its operations,
its historical performance, and future prospects;
(c) develop, update and review with the Debtor on an ongoing
basis those parties that might be interested in acquiring the
Debtor or investing in the company;
(d) assist the Debtor in screening and contacting selected
qualified acquirers and/or investors acceptable to the company;
(e) assist the Debtor with the due diligence process;
(f) assist the Debtor in evaluating any proposals received
from potential acquirers and/or investors;
(g) assist the Debtor in structuring and negotiating the
financial aspects of any proposed transaction, under the company's
guidance; and
(h) present progress summaries regarding the transaction to
the Debtor's senior management team and Board of Directors, as
requested.
The Debtor and SSG have agreed to the following terms of
compensation:
Monthly Fees: Monthly fees of $15,000 per month payable
beginning August 1, 2018 and on the first of each month thereafter
throughout the Engagement Term. Monthly Fees shall be credited
against the Transaction Fee.
Transaction Fee: Upon the consummation of a Sale Transaction
or Restructuring Transaction, SSG shall be entitled to a fee at
and as a condition of closing of such Transaction, equal to
$150,000 plus 5% of Total Consideration in excess of $3,000,000.
Notwithstanding the foregoing, with respect to a Sale Transaction
or Restructuring Transaction with a counterparty with which Argos
has had substantial prior interactions, the Transaction Fee shall
be $150,000.
J. Scott Victor, managing director of SSG Advisors, 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.
SSG Advisors can be reached at:
J. Scott Victor
SSG ADVISORS, LLC
300 Barr Harbor Drive, Suite 420
West Conshohocken, PA 19428
Tel: (610) 940-1094
About Argos Therapeutics
Argos Therapeutics, Inc., was incorporated in the State of Delaware
on May 8, 1997. The Company is an immuno-oncology company focused
on the development and commercialization of individualized
immunotherapies for the treatment of cancer and infectious diseases
based on its proprietary precision immunotherapy technology
platform called Arcelis.
Argos Therapeutics filed a voluntary petition for relief under
chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No.
18-12714) on Nov. 30, 2018. The Debtor estimated $1 million to $10
million in assets and $10,000,001 to $50 million in liabilities.
Judge Kevin J. Carey presides over the case. Matthew B. McGuire at
Landis Rath & Cobb LLP represents the Debtor as counsel.
AVIS BUDGET: DBRS Confirms BB LongTerm Issuer Rating, Trend Stable
------------------------------------------------------------------
DBRS, Inc. confirmed the ratings of Avis Budget Group, Inc. and its
related subsidiary, Avis Budget Car Rental, LLC, including the
Company's Long-Term Issuer Rating of "BB". Additionally, DBRS
maintained the Company's Support Assessment of SA3. As such, Avis
Budget's Intrinsic Assessment remains equalized to the Long-Term
Issuer Rating at "BB". The trend on all ratings is Stable.
KEY RATING CONSIDERATIONS
The ratings confirmation considers Avis Budget's top-tier U.S.
on-airport business and leading international franchise,
underpinned by its sustained solid fleet management operations.
Ratings also reflect the Company's well managed liquidity profile
and acceptable earnings generation. The ratings also consider Avis
Budget's modest capitalization and dependence on secured wholesale
funding which encumbers the balance sheet potentially limiting
financial flexibility during periods of stress. DBRS notes that the
Stable trend reflects DBRS's view that Avis Budget's credit
fundamentals will remain consistent over the medium-term,
especially given continuing solid industry fundamentals.
RATING DRIVERS
A significant reduction in balance sheet leverage or sustained
positive operating leverage could have positive rating
implications. Conversely, a material deterioration in the Company's
liquidity position, a significant loss driven by fleet
mismanagement, or a sustained decline in revenue generation,
indicating a weakening franchise, could result in negative rating
implications.
RATING RATIONALE
The ratings consider Avis Budget's solid franchise, underpinned by
its top-tier global vehicle rental business, including its large
U.S. on-airport and off-airport franchises. Overall, the Company is
one of the largest vehicle rental car companies in the world, with
an extensive operating platform, including direct operations in 30
countries, and licensees in more than 150 additional countries. At
September 30, 2018, Avis Budget has 11,000 global car and truck
rental locations with an average rental fleet of more than 620,000.
Importantly, the Company continues to strengthen its franchise by
broadening its geographic diversification, including the 2018
acquisition of Turiscar Group, a Portugal-based commercial and
leisure vehicle rental company, and the 2018 purchase of Morini
S.p.A with vehicle rental services in northern Italy. Additionally,
the Company remains focused on expanding its service offerings,
including its ZipCar Flex service, and its connected car platform.
The Company's earnings generation remains adequate. For 9M18,
earnings increased 8% year-over-year (YoY) to $152 million, driven
by modest positive operating leverage, with increasing revenues (up
4%) outpacing rising expenses (up 3%). Improved earnings reflected
higher revenue contributions from both the Americas and
International segments. Improved America's segment revenue was
driven by higher rental volumes, partially offset by a $6 million
negative impact from currency exchange rate movements. Improved
International revenues were driven by higher rental volumes and a
$79 million benefit from currency movements. Meanwhile, the
increase in Company-wide expenses reflected higher rental activity,
greater investments in marketing, an increase in commissions,
higher compensation costs, which were partially offset by lower per
unit fleet costs in the Americas. DBRS notes that Avis Budget
continues to invest in the franchise, including updates to its
revenue management system, connected cars, its Zipcar platform, and
accounting modernization.
The Company's risk profile remains sound. Residual value risk
continues to be well managed, reflecting positively on the
Company's sound fleet management platform, as well as its
diversified set of automobile suppliers and models, and utilization
of various vehicle disposition channels. Travel volume exposure is
mitigated by the Company's broadening revenue sources. Interest
rates risk is managed through the use of interest rate swaps and
other derivatives. Finally, operating risk is significant,
especially given the Company's reliance on information systems,
including its reservation system, rental system, and data
processing and information management systems. It is DBRS's view
that this risk is appropriately managed.
The Company's funding profile is dominated by secured forms of
wholesale funding, with the majority consisting of securitizations.
With its highly encumbered balance sheet, financial flexibility is
limited, especially during stressful periods. This level of
encumbrance of the balance sheet is factored in the one notch
differential between the Long-Term Issuer Rating and the Senior
Unsecured Debt rating of Avis Budget. With Avis Budget's
significant exposure to the cyclical capital markets, liquidity
management is an important key challenge for the Company. Overall,
it is DBRS view that Avis Budget's liquidity profile as sound and
well managed.
Capital is modest and a constraint on Avis Budget's ratings.
Although balance sheet leverage improved YoY, it remains elevated,
reflecting the Company's low level of book equity and the asset
intensive nature of the rental car business. However, when viewed
on a cash flow basis, Avis Budget's leverage continues to be within
the range of its large vehicle rental peers. Overall, the Company
maintains a tangible equity deficit, given its high level of
goodwill and intangibles. As such, DBRS views Avis Budget's loss
absorption capacity, as limited. DBRS would view a more robust
capital position as a positive rating factor.
Notes: All figures are in U.S. dollars unless otherwise noted.
BAKER MANUFACTURING: U.S. Trustee Forms 2-Member Committee
----------------------------------------------------------
David Asbach, acting U.S. trustee for Region 5, on Nov. 20
appointed two creditors to serve on the official committee of
unsecured creditors in the Chapter 11 case of Baker Manufacturing
Company, Inc.
The committee members are:
(1) Southland Container, Inc.
Attention: Bud Horton
P.O. Box 128
Flora, MS 390171
Phone: 601-879-8816
Email: bud@southlandcontainer.com
(2) Tarver Building Materials
Attention: Tonya Dinnat
6612 Masonic Dr.
Alexandria, LA 71303
Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at a debtor's
expense. They may investigate the debtor's business and financial
affairs. Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.
About Baker Manufacturing Company
Baker Manufacturing Company, Inc. --
http://www.bakermanufacturing.com/-- is a manufacturer and
supplier of institutional furniture for large-scale government and
private sectors. JRB Studio, a Baker Manufacturing brand, is in
the business of designing and manufacturing height-adjustable
tables.
Baker Manufacturing Company sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. W.D. La. Case No. 18-81104) on Nov. 5,
2018. In the petition signed by Charles Martin, chief executive
officer, the Debtor estimated assets of $1 million to $10 million
and liabilities of $10 million to $50 million. Judge John W. Kolwe
presides over the case. The Debtor tapped Jones Walker LLP as its
legal counsel.
BARTLETT TRAYNOR: Taps Richard Gan as Special Counsel
-----------------------------------------------------
Bartlett Traynor & London, LLC, seeks approval from the U.S.
Bankruptcy Court for the Middle District of Pennsylvania to hire
Richard Gan, Esq. as special counsel.
The Debtor desires to consider selling its business and assets or,
in the alternative, to seek additional equity. The Debtor desires
to utilize the services of Mr. Gan to seek purchasers or equity
infusions.
Gan has agreed to charge a fee of 5% of any sale consideration or
amount of equity infusion from a party located by him.
Mr. Gan assures the Court the he is not aware of any conflict or
potential conflict relating to employment in this case.
The counsel can be reached through:
Richard Gan, Esq.
2023 North Second Street, Suite 201
Harrisburg, PA
Email: RichLaw1@comcast.net
About Bartlett Traynor & London
Bartlett Traynor & London, LLC, which conducts business under the
name Harrisburg Midtown Arts Center, is a music and arts center at
1110 N. Third St., Harrisburg, Pennsylvania.
Bartlett Traynor & London sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Pa. Case No. 18-03520) on Aug. 23,
2018. In the petition signed by John Traynor, member, the Debtor
estimated assets of $1 million to $10 million and liabilities of $1
million to $10 million. Judge Henry W. Van Eck presides over the
case. The Debtor tapped Cunningham Chernicoff & Warshawsky, P.C.,
as counsel.
BEEBEE FARMS: Case Summary & 15 Unsecured Creditors
---------------------------------------------------
Debtor: BeeBee Farms LLC
dba Boulder Natural Meats
4600 Joliet Street
Denver, CO 80239
Business Description: BeeBee Farms LLC dba Boulder Natural Meats
owns a farm in LaSalle, Colorado, where
animals are raised and managed. Boulder
Natural Meats is a privately owned and
operated poultry processing company in
business since 1985. It offers antibiotic-
free poultry for the foodservice and retail
industries.
Chapter 11 Petition Date: December 3, 2018
Court: United States Bankruptcy Court
District of Colorado (Denver)
Case No.: 18-20439
Judge: Hon. Kimberley H. Tyson
Debtor's Counsel: Lee M. Kutner, Esq.
KUTNER BRINEN, P.C.
1660 Lincoln St., Ste. 1850
Denver, CO 80264
Tel: 303-832-2400
E-mail: lmk@kutnerlaw.com
Total Assets: $2,257,193
Total Liabilities: $5,316,195
The petition was signed by Chad Anderson, manager.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 15 unsecured creditors is available for free
at:
http://bankrupt.com/misc/cob18-20439.pdf
BELL FOODS: Selling Substantially All Assets for $1.3 Million
-------------------------------------------------------------
Bell Foods, L.L.C. and Bellco Holdings, L.L.C. ask the U.S.
Bankruptcy Court for the Eastern District of Louisiana to authorize
the sale of substantially all of their assets to Brookhollow
Holdings, LLC and Brookhollow Operations, LLC or their assign(s) or
designee(s) on the terms and conditions of their Asset Purchase
Agreement for $1.3 million.
A hearing on the Motion was held on Sept. 26, 2018.
The Debtors' assets and liabilities are:
a) Debtors' Assets:
i. Bell Foods' primary assets consist of accounts
receivable, inventory and furniture, fixtures and equipment. As of
Dec. 31, 2017, book value of inventory and receivables totaled
approximately $875,000, subject to review by CPA for the Debtors.
If the Debtors are forced to liquidate rather than reorganize,
liquidating AR, inventory and FF&E will be expensive and likely at
a significant discount.
ii. Warehouse located at 134 Brookhollow Esplanade,
Harahan, Louisiana. Based on information and belief, Hancock
Whitney Bank obtained an appraisal valuing the real estate and
improvements owned by BELLCO at $1 million.
iii. The warehouse includes cold storage refrigeration
units necessary for operations. The refrigeration units are the
most valuable fixed asset owned by the Debtors. The units are
highly customized to fit the facility and are over 8 years old.
Resale of these types of units is complicated by the fact that they
are coming from South Louisiana, which imposes additional strain on
the units when compared to other areas of the country. The
Creditors will not realize any value from these units unless the
Debtors are able to continue operations.
b) Debtor's Creditor Groups:
Amount Owed
-----------
Hancock Whitney Bank/ $1,950,000
FNBC Loans and LOC to Bell Foods
Hancock Whitney Bank/ $750,000
FNBC Real Estate Loan to BELLCO
Notes/Merchant Cash Advances $900,000
(may have liens against cash
collateral; to extent such liens
exist, Debtor believes they were
perfected after HW Bank/FNBC
perfected its liens)
Trade Debt $650,000
-----------
Total: $4,250,000
The liens, privileges, mortgages, encumbrances or interests subject
to the request include:
i. MOB 4447/535-Multiple Indebtedness M01igage by Bell
Foods, LLC in favor of New Orleans Regional Business Development
Loan Corp. in the amount of $250,000, before Charles J.Nunez, N.P.,
dated 5/26/10, filed 5/28/410, Entry# 11021011
ii. MOB 4676/725-Multiple Indebtedness Mortgage by Bellco
Holdings, LLC in favor of First NBC Bank in the amount of $784,975,
before Robert J. Bergeron, N.P., dated 12/22/15, filed 12/22/15,
Entry# 11558892
iii. MOB 4676/726-Assignment of Leases & Rents by Bellco
Holdings, LLC to First NBC Bank,before Robert J. Bergeron, N.P.,
dated 12/22/15, filed 12/22/15, Entry# 11558893
iv. MOB 4676/729-Act of Subordination of MOB 4476/725 in
favor of MOB 4447/535, before Robert J. Bergeron, N.P., dated
12/22/15, filed 12/22/15, Entry# 11558898
v. MOB 4680/933-Act of Amendment of MOB 4676/725, Connie
Kliendorf, N.P., dated 1/25/16, filed 2/3/16, Entry# 11605105
vi. MOB 4761/45-Assignment of MOB 4676/725 to Whitney Bank,
before Anne G. Richwine, N.P., dated 11/9/17, filed 11/4/17, Entry#
11800384
vii. MOB 4780/918-Notice of Seizure, 24th JDC #783-012,
Whitney Bank versus Bellco Holdings, LLC and Bell Foods, LLC in the
amount of $2,640,122, dated 5/1/18, filed 5/21/18, Entry# 11826200
viii. Worldwide Capital Management Inc., 6 Venture, Suite 305,
Irvine, CA 92618, UCC File # 09-1363555, Caddo Parish, Louisiana
ix. Citibank, N.A., 388 Greenwich St., 25th Floor, Mail Drop
7, New York, NY 10013, UCC 09-1225219, Caddo Parish, Louisiana
x. First NBC Bank, c/o Hancock Whitney Bank, 228 St. Charles
Ave., New Orleans, LA 70130, UCC 26-350846, Jefferson Parish,
Louisiana
xi. IBM Credit LLC, One North Castle Drive, Armonk, NY 10504,
UCC 09-1341839 / 09-1342000, Caddo Parish, Louisiana
xii. Corporation Service Co., PO Box 2576, Springfield, IL
62708, UCC 26-369059, Jefferson Parish, Louisiana
xiii. Whitney Bank., 228 St. Charles Ave., New Orleans, LA
70130, UCC 26-370640, Jefferson Parish, Louisiana
xiv. Libertas Funding LLC, 382 Greenwich Ave., Greenwich, CT
06830, UCC 09-1360224, Caddo Parish, Louisiana
xv. In Advance Capital, 456A Central Ave., #128, Cedarhurst,
NY 11516, UCC 09-1363123, Caddo Parish, Louisiana
Prior to the Petition Date, the Debtor's primary lender was First
NBC Bank. HW Bank acquired First NBC Bank's loans in connection
with the FDIC take over as receiver of First NBC Bank in or about
April, 2017.
Prior to the Petition Date, the Debtors received an offer of
$1,050,000 in exchange for a purchase of all of their assets. It,
however, was unable to consummate the transaction because the offer
was conditioned on approval by HW Bank, which approval was not
granted.
The Debtor filed for bankruptcy relief due to a scheduled
foreclosure sale of its warehouse. The purpose of the case was to
maintain operations so that Debtor could continue to explore
potential transactions with the goal of maximizing value for
creditors and the estate.
The Debtor's manager, John Bellini, III, and its counsel contacted
multiple potential strategic buyers. The offer received from the
Buyers is the best and highest offer received by the Debtors to
date.
The Debtors have entered into the APA with the Buyers.
The key terms to the APA are:
a. Price: $1.3 million
b. Mr. Bellini will likely be retained as manager of the new
company pursuant to terms to be determined.
c. The Buyers expect to acquire the assets free and clear of
all liens, claims, privileges, encumbrances and interests.
d. No person will have the right to credit bid at the auction
under 11 U.S.C. Section 363(k).
The transaction will result in the Debtors receiving $1.3 million
in sale proceeds to distribute to creditors. Generally, it is
anticipated that sale proceeds will be distributed as follows: (1)
HW Bank Secured Claim - $1,165,000 (per agreement of HW Bank); (2)
Regional Loan Corp. - $35,000; and (3) Administrative Expenses and
General Unsecured Claims, aggregate amount of $100,000.
The parties intend to close the sale as soon as possible after
entry of the order of approval. Consequently, the Debtor asks that
the 14-day stay to effectiveness of the Order be waived to the
fullest extent authorized by the Bankruptcy Rules, including, but
not limited to, Bankruptcy Rule 6004(h).
A copy of the APA attached to the Motion is available for free at:
http://bankrupt.com/misc/Bell_Foods_94_Sales.pdf
The Purchasers are represented by:
David Halpern, Esq.
KEAN MILLER, LLP
909 Poydras Street, Suite 3600
New Orleans, LA 70112
E-mail: david.halpern@keanmiller.com
About Bell Foods
Bell Foods, L.L.C., is a full line food-service distributor and
delivery service company. It offers an assortment of custom meat
and seafood products along with a variety of other categories.
The
Company has a virtual warehouse containing over 112,000 products
from over 800 manufacturers. Located in Louisiana, the Company
services the southeast quadrant of the United States.
Bell Foods, L.L.C., based in Harahan, LA, and its
debtor-affiliates
sought Chapter 11 protection (Bankr. E.D. La. Lead Case No.
18-11988) on July 31, 2018. In the petition signed by John
Bellini, III, president, the Debtors estimated up to $50,000 in
assets and $1 million to $10 million in liabilities. The Hon.
Jerry A. Brown presides over the case. Leo D. Congeni, Esq., at
Congeni Law Firm, LLC, serves as bankruptcy counsel to the
Debtors.
BENSAL LIMITED: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Bensal Limited Partnership
2300 Portofino Ridge
Austin, TX 78735
Business Description: Bensal Limited Partnership is a privately
held company engaged in activities related
to real estate. Bensal Limited filed as a
Domestic Limited Partnership in the State of
Texas on March 29, 2001, according to public
records filed with Texas Secretary of State.
Chapter 11 Petition Date: December 3, 2018
Court: United States Bankruptcy Court
Western District of Texas (Austin)
Case No.: 18-11588
Judge: Hon. Tony M. Davis
Debtor's Counsel: Jeffrey S. Kelly, Esq.
THE KELLY LEGAL GROUP, PLLC
4934 W. US 290
Sunset Valley, TX 78735
Tel: 512-505-0053
Fax: 512-505-0054
E-mail: jkelly@kellylegalgroup.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Benny Daneshjou, authorized
representative.
The Debtor failed to include in the petition a list of its 20
largest unsecured creditors.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/txwb18-11588.pdf
BETH CARUSO: $2.5MM Sale of Stone Harbor Property Approved
----------------------------------------------------------
Judge Christine M. Gravelleat of the U.S. Bankruptcy Court for the
District of New Jersey authorized Beth Ann Caruso's sale of the
real property, with improvements thereon located, at 150 113th
Street, Stone Harbor, New Jersey, assessed as Lots 41 and 43 in
Block 112.02 in Borough of Stone Harbor, to Edward C. Mendrzcki,
Jr. or his Assignee for $2.535 million.
A hearing on the Motion was held on Nov. 13, 2018 at 10:00 a.m.
The sale is free and clear of all liens, claims, encumbrances and
interests.
In the event the Debtor or Giulio willfully fail to execute any
document required to effect, implement, or consummate the sale,
Garnet Capital Advisors-NP-1st, LLC is appointed as attorney in
fact for the Debtor and Giulio in order to consummate the sale by
executing and delivering all documents necessary to consummate the
sale.
The Purchaser may retain or dispose of any personalty remaining at
the Property subsequent to the closing without notice to the Debtor
or Giulio.
Diller and Fisher will be paid a broker's commission from the sale
of the Property of 5% of the Purchase Price without further
application to the Court.
After payment of (a) any customary closing costs, including, but
not limited to broker's commission, Sellers' attorney's fees, real
estate taxes and municipal liens; and (b) any fees due and owing to
the U.S. Trustee's office, Garnet will be paid the remaining
proceeds of the sale on account of Garnet's allowed secured claim
in the amount of $2,410,609. Pursuant to Section 363(f)(2) of the
Bankruptcy Code, Garnet consents to the sale of the Property free
and clear of its lien provided that its receives all remaining
proceeds of the sale although such proceeds are insufficient to
satisfy Garnet's Allowed Claim.
In the event that the Purchaser fails to close on or before the
Closing Date, the Debtor's estate may retain the Initial Deposit
and Additional Deposit, which amounts will be distributed as
allowed by the Court.
The Order will be effective immediately upon entry pursuant to
Rules 7062 and 9014 of the Federal Rules of Bankruptcy Procedure,
and no automatic stay of execution, pursuant to Rule 62(a) of the
Federal Rules of Civil Procedure, or Rule 6004(h) or 6006(d) of
the
Federal Rules of Bankruptcy Procedure will apply with respect to
the Order.
The Debtor's counsel will serve a true and correct copy of the
Order on all parties who were served with copies of the Sale Motion
within two business days from the date of entry.
A copy of the Contract attached to the Order is available for free
at:
http://bankrupt.com/misc/Beth_Caruso_206_Order.pdf
About Beth Ann Caruso
Beth Ann Caruso sought Chapter 11 protection (Bankr. D.N.J. Case
No. 14-22846) on June 23, 2014.
On May 8, 2017, the Court confirmed the Debtor's Second Amended
Plan of Reorganization.
On July 30, 2018, the Court appointed Stephan Frame of Diller and
Fisher Real Estate as real estate broker.
BIOSTAT LLC: Jan. 24 Evidentiary Hearing on Plan, Disclosures
-------------------------------------------------------------
The Bankruptcy Court has conditionally approved the disclosure
statement explaining Biostat, LLC's plan of reorganization. An
evidentiary hearing will be held on January 24, 2019 , at 02:45 PM,
to consider and rule on the disclosure statement and any
objections or modifications and, if the Court determines that the
disclosure statement contains adequate information within the
meaning of 11 U.S.C. Section 1125, to conduct a confirmation
hearing (the "Confirmation Hearing"), including hearing objections
to confirmation, 11 U.S.C. Section 1129(b) motions, applications of
professionals for compensation, and applications for allowance of
administrative claims.
Creditors and other parties in interest will file with the clerk
their written acceptances or rejections of the plan (ballots) no
later than seven days before the date of the Confirmation Hearing.
Any party desiring to object to the disclosure statement or to
confirmation will file its objection no later than seven days
before the date of the Confirmation Hearing.
All holders of Allowed Unsecured Claims will receive the following:
(i) a guaranteed pro rata share of $10,000 which amount will be
paid on the Effective Date; and (ii) quarterly payments based on
net cash flow with a guaranteed floor payment. In addition, the
Plan further provides the holders of Administrative Claims, Allowed
Priority Claims, and Allowed Priority Tax Claims, if any, will be
paid in full on the the Effective Date or in accordance with the
treatment specified in the Plan.
The Debtor will continue to manage and operate its business in the
ordinary course, but with restructured debt obligations. The
Debtor believes the cash flow generated by new agreements with
manufacturers and other vendors of distributable first aid and skin
care products will be sufficient to make all Plan payments and
maintain operational expenses.
The Debtor has entered into initial agreements and is in the
process of entering into further agreements with:
(1) a skin care products company involving products with an
indicated approximate retail value of $2 million;
(2) a manufacturer of consumer-focused first aid products for
wholesale and retail distribution; and
(3) companies that will be engaged to sell these products.
On the Effective Date, the Debtor's manager and CEO, Mr. Frederick
Pauzar, will contribute $10,000 to fund the Plan.
A full-text copy of the Disclosure Statement is available at
https://tinyurl.com/yamaaqtg from PacerMonitor.com at no charge.
About Biostat, LLC
Founded in 2010, Biostat, LLC, maintains a presence in the
biomedical field and holds assets that ultimately develop products
used in cutting edge medical treatments for cancer and other
conditions.
Biostat sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. M.D. Fla. Case No. 18-02800) on May 11, 2018. As of March
31, 2017, the Debtor had $900,560 in assets and $1.5 million in
liabilities. The Debtor hired Latham, Shuker, Eden & Beaudine,
LLP, as its legal counsel; and Murphy CPA Firm, as its accountant.
BOJANGLES' INC: S&P Assigns 'B' ICR Amid Buyout, Outlook Stable
---------------------------------------------------------------
Quick service restaurant operator and franchisor Bojangles' Inc. is
being acquired by private equity firms Durational Capital
Management and The Jordan Company for approximately $744 million,
to be funded roughly equally with debt and equity.
On Dec. 3, 2018, S&P Global Ratings assigned its 'B' issuer credit
rating to Bojangles, and a 'B' issue-level rating and '3' recovery
rating to the company's first-lien facilities, which include a $50
million first-lien revolver and $300 million first-lien term loan.
S&P is also assigning a 'CCC+' issue-level rating and '6' recovery
rating to the company's $75 million second-lien term loan.
The rating assigned to Bojangles reflects its recent weak
performance, participation in the intensely competitive quick
service restaurant segment, small size, geographic concentration,
and high post-transaction leverage. S&P expects adjusted debt to
EBITDA of around 6x at the end of fiscal 2019. These factors,
however, are somewhat offset by a restaurant base that is 58%
franchised, above average unit volumes relative to quick service
restaurant peers, and our expectations for same-store sales and
margin improvement in the coming one to two years.
S&P said, "The stable outlook reflects our expectation that
strategic initiatives at company-operated restaurants and expanding
the franchise base will improve Bojangles' profitability, leading
to adjusted debt to EBITDA around 6x and free cash flow of $20
million-$30 million in fiscal 2019.
"We could lower the rating if we expect debt to EBITDA to approach
7x in the coming year. This could occur if strategic initiatives do
not gain traction and competition heightens, leading to negative
same-store sales and margin contraction of 300 basis points (bps).
We would also consider a lower rating if the company's operating
performance deteriorates significantly, causing us to view the
company's competitive position meaningfully worse than our
expectations.
"We could raise the rating if the company outperforms our base
case, most likely through same-store sales 2 percentage points
ahead of our expectations, EBITDA margin expansion of 300 bps, and
debt to EBITDA sustained at less than 5x. This would require the
company's owners to adopt a more conservative financial policy.
While less likely, we could also consider a higher rating if the
company significantly broadens its geographic scale and
demonstrates stronger performance across its current footprint."
BOMBARDIER INC: DBRS Confirms B Issuer Rating, Trend Positive
-------------------------------------------------------------
DBRS Limited confirmed the Issuer Rating of Bombardier Inc.
(Bombardier or the Company) at B with a Positive trend. This action
reflects the improved operating performance over the last two
quarters since the last rating action taken on June 1, 2018, when
DBRS changed the trend to Positive from Stable. Normalized EBITDA
improved to $1,159 million in the last 12 months (LTM) ended Q3
2018 period, compared with $998 million in the Q1 2018 LTM period.
Operating cash flow improved to $256 million from a cash burn of
($274 million). These results were driven primarily by the stable
performance and elevated margins in the rail and business aircraft
divisions and lower losses in the commercial aerospace segment. The
rating continues to be supported by the Company's 72.5% holding in
Bombardier Transportation (BT) and its strong business aircraft
operation, including the recently certified ultra-long-range Global
7500. The business risk profile continues to face structural
challenges, including volatile aircraft end markets and significant
product development risks.
A significant development in Q3 2018 was the admission by
Bombardier that the delivery ramp-up at BT would extend into 2019,
beyond previous guidance that this would be largely accomplished in
H2 2018. This resulted in a greater-than-expected working capital
build and lower-than-expected deliveries and cash generation.
Therefore, the 2018 free cash flow break-even guidance, reiterated
as recently as Q2 2018, will not be achieved. However, the 2018
EBITDA guidance was affirmed and the BT working capital build is
expected to be "largely recovered" in 2019, according to the
Company. DBRS does not view this delay as a structural problem in
Bombardier's business or trajectory over the medium term, and
liquidity is sufficient in the near term. Note that the Company has
not revised its 2020 goals, and its efficiency-generating
transformation program continues, with an additional 5,000 layoffs
being recently announced.
The sale of the Q400 (and possibly the CRJ program) will have a
modest unfavorable impact on the Company's diversification. That
said, greater focus on the higher-margin and growing rail and
business jet businesses are having an offsetting favorable impact
on operating efficiency. DBRS projects the Company's financial risk
profile to strengthen further into the B range in 2019 as it
commences its expected deleveraging phase, with the achievement of
BB-range metrics in 2020.
DBRS will be monitoring the seasonally important Q4 2018 results
closely for more clarity regarding the BT ramp-up, confirmation
that the traction in the recovery of the global business aircraft
market is continuing and further insight into the potential for
Bombardier to achieve its 2019 targets, which include free cash
flow break-even +/- $250 million. Further evidence that key
guidance targets are achievable could lead to an upgrade;
alternatively, the trend could revert back to Stable.
BOWLING GREEN: Delays Plan for Extrajudicial Settlement Talks
-------------------------------------------------------------
Bowling Green Recycling of Warren County, Inc. and Bowling Green
Recycling II, Inc. request the U.S. Bankruptcy Court for the
Western District of Kentucky for an extension of the Debtors'
exclusive periods for filing and soliciting acceptances of their
chapter 11 plan through and including Jan. 31, 2019 and Feb. 28,
2019, respectively.
The Debtors claim that ample cause exists for the brief extension
of the Exclusivity Period and Solicitation Period. The Debtors
submit that their largest creditor, National Union Fire Insurance
Company of Pittsburg, Pennsylvania, holds a disputed unsecured
claim for $1,935,272 that is based upon summary judgment that found
the Debtors liable for conversion, in the case styled National
Union Fire Insurance Co. v. Bowling Green Recycling, LLC, et al.,
No. 1:15-CV-00024-GNS (W.D. Ky. Dec. 19, 2017). The Debtors are in
the process of appealing the Judgment to the Sixth Circuit Court of
Appeals.
The Debtors relate that National Union, after nearly five months of
silence on settlement discussions, has communicated to the district
court and the Debtors its renewed interest in resolving their claim
extrajudicially and settling the matter. Accordingly, additional
time will enable the Debtors and National Union to continue
settlement discussions. The Debtors represent that the outcome of
those discussions will shape the Chapter 11 Plan and the
classification of the claims.
The Debtors also believe that it will be in the best interests of
the Debtors and their creditors to have this matter resolved prior
to litigating a costly appeal.
About Bowling Green Recycling
of Warren County, Inc.
Bowling Green Recycling of Warren County, Inc., and Bowling Green
Recycling II, Inc., specialize in industrial recycling of metals
and cardboard.
Recycling and Recycling II sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. W.D. Ky. Case Nos. 18-10366 and
18-10367) on April 23, 2018.
In the petitions signed by James T. Lofton, general manager,
Recycling estimated assets of less than $1 million and liabilities
of $1 million to $10 million. Recycling II estimated assets of
less than $500,000 and liabilities of $1 million to $10 million.
Judge Joan A. Lloyd presides over the cases.
The Debtors tapped Seiller Waterman LLC as their legal counsel.
Broderick & Davenport, PLLC, is the special counsel.
BRIGGS & STRATTON: Egan-Jones Lowers Sr. Unsecured Ratings to BB-
-----------------------------------------------------------------
Egan-Jones Ratings Company, on November 28, 2018, downgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by Briggs & Stratton Corporation to BB- from BB.
Briggs & Stratton is a Fortune 1000 manufacturer of gasoline
engines with headquarters in Wauwatosa, Wisconsin. Engine
production averages 10 million units per year as of April 2015.
C&H QUICK: Trustee Hires Carmody MacDonald, P.C. as Attorney
------------------------------------------------------------
Robert E. Eggmann, Operating Trustee of C & H 66 Quick Mart/PFC
Imports, Inc, seeks authority from the U.S. Bankruptcy Court for
the Southern District of Illinois to employ Carmody MacDonald,
P.C., as his attorney.
The Trustee requires Carmody MacDonald to:
a. collect property of the estate;
b. prepare, file, and review of documents in connection with
filing an objection to exemption(s);
c. represent the Debtor in Court;
d. advice necessary legal procedures in further discovery of
assets;
e. prepare legal notices as may be required; and
f. prepare other legal instruments, as required.
The hourly rates of Carmody MacDonald are:
Senior Attorneys $295
Junior Associate $200
Legal Assistants $100 to $175
Robert E. Eggmann assures the Court that the law firm and its
partners, of counsel and associates, do not hold or represent any
interest adverse to that of the Trustee or the Debtors' estate and
that said law firm is a disinterested entity within the meaning of
11 U.S.C. Sec. 101(14).
The firm can be reached at:
Robert E. Eggmann, Esq.
CARMODY MACDONALD P.C.
120 S. Central Ave., Suite 1800
St. Louis, Missouri 63105
Phone: (314) 854-8600
Fax: (314) 854-8660
E-mail: ree@carmodymacdonald.com
About C & H Quick Mart
Based in Granite City, Illinois C & H Quick Mart/PFC Imports, Inc.,
a convenience store operator, sought protection under Chapter 11 of
the US Bankruptcy Code (Bankr. S.D. Ill. Case No. 05-32102) on May
12, 2005. The Debtor disclosed $1,658,080 on total assets and
$630,315 in liabilities. Bruegge and Mollet, led by name partner
Robert T Bruegge, is the Debtor's counsel.
CJA ENERGY: Exclusive Filing Period Extended Until Jan. 7
---------------------------------------------------------
The Hon. Jeffery A. Deller of the U.S. Bankruptcy Court for the
Western District of Pennsylvania granted CJA Energy Consulting,
LLC, an extension: (1) the deadline for the Debtor to file a
Chapter 11 Plan and Disclosure Statement to Jan. 7, 2019; and (2)
the Debtor's exclusivity period to file a Chapter 11 Plan and
Disclosure Statement until Jan. 7, 2019.
About CJA Energy Consulting
CJA Energy Consulting, LLC, is a single member LLC that does
business as a trucking company. The company filed for Chapter 11
protection (Bankr. W.D. Penn. Case No. 08-70168) on March 13, 2018.
In the petition signed by its managing member, Carl J. Anderson,
the Debtor estimated assets and debts estimated at $100,001 to
$500,000. The company is represented by Christopher M. Frye, Esq.,
at Steidl & Steinberg, P.C. No official committee of unsecured
creditors has been appointed in the Chapter 11 case.
CYCLE-TEX INC: U.S. Trustee Unable to Appoint Committee
-------------------------------------------------------
No official committee of unsecured creditors has been appointed in
the Chapter 11 case of Cycle-Tex, Inc. as of Nov. 27, according to
a court docket.
About Cycle-Tex Inc.
Cycle-Tex, Inc., is a privately-held company in Dalton, Georgia,
that recycles thermoplastic post-industrial waste. It produces
polypropylene, polyethylene and nylon 6 pellets in a wide range of
melt-flow characteristics. Cycle-Tex also does toll conversion for
companies such as grinding, precision-cutting, densifying and
pelletizing.
Cycle-Tex sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. N.D. Ga. Case No. 18-42614) on Nov. 5, 2018. At the time
of the filing, the Debtor estimated assets of less than $50,000 and
liabilities of $1 million to $10 million. Judge Paul W. Bonapfel
presides over the case. The Debtor tapped Jones & Walden, LLC as
its legal counsel.
CYRILLA LANDSCAPING: CAT Financial Objects to Disclosure Statement
------------------------------------------------------------------
Caterpillar Financial Services Corporation ("CAT Financial") files
this Limited Objection and Reservation of Rights with respect to
the Disclosure Statement and Plan of Cyrilla Landscaping & Supply
Co. Inc.
CAT Financial is a secured creditor of the Debtor pursuant to an
equipment financing contract.
CAT Financial generally does not object to the payment treatment of
CAT Financial set forth in Section 7.3 of the Plan. However, the
Plan, with respect to CAT Financial, should be clarified in two
respects.
First, CAT Financial points out that the default and cure
provisions specific to latter claim set forth in Section 7.3
govern CAT Financial's claim rather than the default and cure
provisions applicable to the plan generally.
Second, CAT Financial complains that it is an oversecured creditor
and the Plan should reflect that CAT Financial's claim should
include postpetition interest, fees and costs from August 9, 2018
through the effective date of the Plan.
CAT Financial further objects to the Disclosure Statement and Plan
Summary to
the extent that they contradict the Plan.
Attorneys for CAT Financial:
Peter S. Russ, Esq.
Kelly M. Neal, Esq.
BUCHANAN INGERSOLL & ROONEY PC
301 Grant Street, 20th Floor
One Oxford Centre
Pittsburgh, PA 15219
Tel: (412) 562-8338
About Cyrilla Landscaping
& Supply Co. Inc.
Cyrilla Landscaping & Supply Co. Inc. sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No.
17-23819) on September 22, 2017. Michael C. Cyrilla, authorized
representative, signed the petition.
At the time of the filing, the Debtor disclosed that it had
estimated assets and liabilities of less than $500,000.
Judge Gregory L. Taddonio presides over the case.
D&J FITNESS: U.S. Trustee Unable to Appoint Committee
-----------------------------------------------------
No official committee of unsecured creditors has been appointed in
the Chapter 11 case of D&J Fitness West, LLC as of Nov. 15,
according to a court docket.
About D&J Fitness West
D&J Fitness West, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Fla. Case No. 18-40545) on Oct. 9,
2018. At the time of the filing, the Debtor estimated assets of
less than $50,000 and liabilities of less than $1 million.
The case has been assigned to Judge Karen K. Specie. The Debtor
tapped Bruner Wright P.A. as its legal counsel.
DALMATIAN FIRE: Hires Soukup Bush as Accountant
-----------------------------------------------
Dalmatian Fire Equipment, Inc., seeks authority from the U.S.
Bankruptcy Court for the District of Colorado to employ Soukup Bush
& Associates, CPAs, P.C. as accountants for the Debtor to assist
the Debtor in keeping and preparing its tax returns and tax related
documents and schedules and to provide income tax consulting
services to the Debtor.
The professionals' current hourly rates are:
Mr. Bush $325
Others $100 to $250
Scott E. Bush, CPA, CVA, shareholder of Soukup Bush & Associates,
attests that his firm is a "disinterested person" as defined in 11
U.S.C. Sec. 101(14).
The firm can be reached at:
Scott E. Bush, CPA
Soukup, Bush & Associates, CPAs, PC
2032 Caribou Dr. Suite 200
Fort Collins, CO 80525
Phone: 970.223.2727
Fax: 970.226.0813
Email: scott@soukupbush.com
About Dalmatian Fire Equipment
Established in 1995, Dalmatian Fire Equipment, Inc. --
http://dalmatianfire.com/-- is a supplier of refurbished
self-contained breathing apparatus in North America. It provides
equipment for firefighting, oil field safety, HazMat, mining and a
broad range of industrial applications in the United States and
Canada. Its portfolio of brands includes Scott, MSA, Drager, and
Survivair.
Dalmatian Fire Equipment sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Colo. Case No. 18-18332) on Sept. 24,
2018. In the petition signed by CEO Kevin L. Simmons, the Debtor
estimated assets of $1 million to $10 million and liabilities of
$500 million to $1 billion. Judge Michael E. Romero presides over
the case. Wadsworth Warner Conrardy, P.C., serves as the Debtor's
legal counsel. Phelps Dunbar, LLP, is the special counsel.
DILLE FAMILY: Chapter 11 Trustee Objects to Disclosure Statement
----------------------------------------------------------------
Robert S. Bernstein, Esq., as Chapter 11 Trustee files this
Objection to the Disclosure Statement to Accompany Plan Filed by
alleged creditor Louise Geer.
The Trustee objects to the Disclosure Statement as it fails to
provide adequate information sufficient to allow the Trustee and
creditors to make an informed decision on how to vote on the Geer
Plan as required by Section 1125 of the Bankruptcy Code.
The Trustee complains that Geer Disclosure Statement proposes that
"all assets of the Debtor will be transferred to BR25C, LLC," but
fails to provide any information regarding the formation, ownership
or management structure of such entity. Despite the requirement
that the disclosure statement "summarize all Significant Features
of the Plan," the Trustee point out that Geer Disclosure Statement
contains no information regarding the mechanics and/or
implementation of any components of the Plan.
The Geer Disclosure Statement appears to place some significance on
the proposed assumption of the "IM Global Contract," according to
the Trustee, there is no information as to what is contained in the
IM Global Contract, including the fact that it is an option
contract exercisable solely at the discretion of IM Global, and/or
how its assumption can or will benefit the Debtor.
The Geer Disclosure Statement states various values of alleged
Debtor assets and purports to base the value of unidentified
intellectual property on the opinion of an individual identified as
Peter Greenwood. The trustee argue that the Geer Disclosure
Statement contains no information regarding the credentials of Mr.
Greenwood, the methodology of valuation, any assumptions made in
such valuation, etc.
The Geer Disclosure Statement identifies additional assets of the
Debtor of "After discovered real property" in California allegedly
"owned by the Dille Family Trust." The Trustee assert that Geer
Disclosure Statement fails to provide any additional information
regarding this property, including but not limited to its value
and/or its relevance to implementation of the Plan.
According to the Trustee, it is not clear from the Geer Disclosure
Statement how administrative claims are to be treated and, if they
are to be paid in full on the Effective Date as represented in
Section IV.5., how payment will be funded.
Section 11 of the Geer Disclosure Statement states that unsecured
creditors will be paid as funds become available from the revenue
stream due to the Estate "on account of its interest in BR25C,
LLC," but the Trustee point out that the entire Geer Disclosure
Statement is devoid of any information regarding what the
estate’s interest would be in BR25C, LLC.
The Trustee further complains that Geer's Plan fails to pay in full
the Trustee's administrative claim on the Effective Date and
therefore it is not confirmable.
The Trustee assert that Geer's Plan is not feasible because it
fails to provide detailed information to allow the court to
determine the likelihood of the success of the plan. The plan
generally refers to funds being generated from the IMGlobal
contract and certain international licensing, but fails to
meaningfully address any of the factors relevant to the feasibility
of a plan. Geer's plan also assumes, despite all evidence to the
contrary, that IMGlobal will be executing its option under the
contract.
Geer Disclosure Statement specifically acknowledges that the Plan
may have to be funded through liquidation of the assets. The
Trustee further point out this proposed acknowledgement is in
direct conflict with the principle that a plan should not be
confirmed if confirmation is likely to be followed by a
liquidation.
Counsel for Chapter 11 Trustee:
Robert S. Bernstein, Esq.
BERNSTEIN-BURKLEY, P.C.
707 Grant Street
Gulf Tower, Suite 2200
Pittsburgh, PA 15219
Phone: (412) 456-8101
Fax: (412) 456-8135
Email: rbernstein@bernsteinlaw.com
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.
DILLE FAMILY: Don Murphy Objects to Disclosure Statement
--------------------------------------------------------
Don Murphy and Team Angry Filmworks, Inc., object to the approval
of the disclosure statement to accompany the Chapter 11 plan of
Louise A. Geer, erstwhile trustee of the Dille Family Trust.
The Movants tell the Court that the trustee filed the Chapter 11
Case for the Dille Family Trust without any notice to its
beneficiaries. The Debtor had failed to meet many of its duties as
a debtor-in-possession. The Debtor's beneficiaries have also lost
confidence in Ms. Geer and have removed her as trustee. the
Movants, Don Murphy and Team Angry Filmworks, Inc. request that
the Court denies the approval of the Geer DS.
The Movants point out that Geer DS does not provide adequate
information that would enable a hypothetical investor to make an
informed judgment about the Geer Plan. To the contrary, the Geer DS
provides incorrect information that is likely mislead a
hypothetical investor. Ms. Geer only references the California
Property, an asset that she had not disclosed in the Debtor's
Schedules. According to the Movants, Ms. Geer has provided no
information about the condition or value of the California
Property.
The Geer Plan includes a guarantee that the BR25C’s revenue in
its first year will be -- at a minimum -- $1.75 million. However,
the Movants point out, the Ms. Geer has not disclosed the identity
of the supposed guarantor of her $1.75 million promise.
The Movants assert that Ms. Geer has provided no explanation for
the massive shift in her estimation of the value of the Debtor's
assets since the Petition Date, including its inventory, which
somehow has appreciated from $3,500.00 to $18,500.00, or its
intellectual property, the value of which has soared from
$315,000.00 to $1.2 million.
The Movant point out that Ms. Geer's revenue projections from the
IM Global contract are deeply flawed. IM Global's President, Mark
Stern, who executed the agreement on behalf of IM Global explained
in his November 16, 2018 email to Don Murphy that he has not had
discussions with Ms. Geer "since she took my money to ostensibly
continue my option on her "viable" IP . . . and used it to file for
bankruptcy." Mr. Stern went on to identify certain of Ms. Geer's
misunderstandings pertaining to the financial terms of the
agreement, including her doublecount of the $75,000 initial cost of
the option, which would be applied to reduce the purchase price
from $225,000 to $150,000. Then, in the second year, IM Global
would either produce a series pilot or a miniseries, but it would
not produce a series and a miniseries. The Movants further point
out that Mr. Stern also discredited Mr. Geer's false statements
regarding the timeline of any payments based upon modified adjusted
gross revenue (or, MAGR), which (i) are entirely speculative, since
the payments are contingent upon IM Global deciding to produce a
pilot or a miniseries and the commercial success of that
production; and (ii) if they became payable, the income would
trickle in over a decade and not during a single year.
Counsel for the Movants:
Aurelius P. Robleto, Esq.
ROBLETO LAW, PLLC
Three Gateway Center
401 Liberty Ave, Ste. 1306
Pittsburgh, PA 15222
Tel:(412) 925-8194
Fax:(412) 346-1035
Email: apr@robletolaw.com
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: $7.5K Sale of Forklift & Equipment to Excelsior OK'd
-------------------------------------------------------------------
Judge Catherine R. Aron of the U.S. Bankruptcy Court for the Middle
District of North Carolina authorized Diverse Label Printing, LLC's
sale of pallet racking, forklift, hydraulic pallet jack, pallet
floor scale and miscellaneous office furniture and equipment
located at premises formerly leased by the Debtor at 2851 S. East
Ave., Unit 7, Fresno, California to Excelsior Integrated, Inc. for
$7,500.
The sale is free and clear of liens and interests.
The lien or security interest asserted by First National Bank of
Pennsylvania ("FNB") is transferred to the proceeds of sale.
The Debtor is authorized to disburse to FNB the net sale proceeds
derived from the Sale Assets.
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 Northen Blue, LLP, as its legal counsel.
An Official Committee of Unsecured Creditors has been appointed in
the case. Shumaker Loop & Kendrick, led by David H. Conaway,
serves as counsel to the Debtor.
DIVERSE LABEL: Has Authority to Use Cash Collateral Until Dec. 4
----------------------------------------------------------------
The Hon. Catharine R. Aron of the U.S. Bankruptcy Court for the
Middle District of North Carolina has entered a fourth interim
order authorizing Diverse Label Printing, LLC's use of cash
collateral for the period through and including Dec. 4, 2018.
The Debtor may use cash collateral on an interim basis in the
amounts and for the purposes set forth in the revised interim
budget, not to exceed 110% on a line-item cumulative basis.
As adequate protection for the use of Cash Collateral:
(a) First National Bank of Pennsylvania ("FNB") will receive
adequate protection payments on an interim basis, pending further
Orders of the Court, with the application of such payments to
principal or interest to be determined at a later date, as follows:
(i) FNB Line of Credit: Principal payments of $125,000 by
November 15, 2018 (as set forth in the Third Interim Order)
together with payment of accrued interest at the non-default rate,
monthly in arrears, on or before the 4th day of each month.
(ii) FNB Press Loan: $18,360 per month, on or before the
1st day of each month.
(b) The FNB Line of Credit and FNB Term Loan will be deemed
cross-collateralized, and FNB will have a continuing post-petition
lien and security interest in all property and categories of
property of the Debtor in which and of the same priority as said
creditor held a similar, unavoidable lien as of the Petition Date,
and the cash proceeds thereof pursuant to the Interim Orders and
the Fourth Interim Order, whether acquired prepetition or
post-petition.
(c) The Debtor will continue to provide to FNB, the Bankruptcy
Administrator and the Committee financial reports and other
information, as set forth in the Interim Orders.
(d) The Debtor may use cash collateral for: (i) operations in
the ordinary course of business, (ii) adequate protection payments
to secured creditors, (iii) monthly payments on executory contracts
or leases, or (iv) payment of allowed administrative fees, costs,
or expenses.
The FNB Line of Credit and FNB Press Loan are secured by property
of the Debtor, the proceeds of which would constitute Cash
Collateral, summarized as follows: (a) FNB Line of Credit is
secured by a lien on the Debtor's Accounts to secure Debtor's
obligations to FNB pursuant to that certain Promissory Note in the
original principal amount of $1,000,000 (which was increased to
$3,000,000 pursuant to an Amendment to Note) by and between the
Debtor and FNB and guaranteed by Mr. Ewert, and (b) FNB Press Loan
is secured by a lien on the Debtor's equipment to secure Debtor's
obligations to FNB under that certain Promissory Note in the
original principal amount of $950,000 by and between the Debtor and
FNB and guaranteed by Mr. Ewert, which. As of the Petition Date,
FNB also had certain rights of setoff as more specifically set
forth in the loan documents attached to FNB's proof of claim.
The Debtor, the Committee and any other party in interest will have
until December 17, 2018 to: (i) file an objection to the FNB Claim,
and (ii) to file any claims or causes of action against FNB,
including without limitation, any claims to avoid any lien or
security interest or to determine the extent, validity and priority
of such liens or security interests.
A further hearing (which may be a final hearing) will be held on
Dec. 4, 2018 at 10:00 a.m., at which time the Court will further
consider the motion for authority to use cash collateral.
A full-text copy of the Order is available at:
http://bankrupt.com/misc/ncmb18-10792-188.pdf
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.
EAST END BUS: U.S. Trustee Unable to Appoint Committee
------------------------------------------------------
No official committee of unsecured creditors has been appointed in
the Chapter 11 cases of East End Bus Lines, Inc., Montauk Student
Transport LLC and Montauk Transit Service LLC as of Nov. 8,
according to a court docket.
About East End Bus Lines
East End Bus Lines Inc. and its subsidiaries --
https://www.eastendbus.com/ -- offer bus transportation services
for students. East End Bus Lines and Montauk Student Transport are
dedicated to providing cost-effective solutions for transportation
requirements for private schools, public schools, charter trips,
and camping events. Founded in 2007, East End Bus Lines was later
joined by Montauk Student Transport under the guidance of John
Mensch.
East End Bus Lines and its subsidiaries, namely, Montauk Student
Transport LLC, and Montauk Transit Service LLC filed voluntary
petitions for relief under Chapter 11 of the U.S. Bankruptcy Code
(Bankr. E.D.N.Y. Lead Case No. 18-76176) on Sept. 13, 2018.
In the petitions signed by John Mensch, president, East End Bus
Lines and Montauk Student Transport estimated up to $50,000 and $10
million to $50 million in liabilities, and Montauk Transit Service
estimated up to $50,000 in assets and $1 million to $10 million in
liabilities.
The Debtors tapped Weinberg, Gross & Pergament LLP as their legal
counsel, and Giambalvo, Stalzer & Company, CPA's, PC as their
accountant.
EQUITRANS MIDSTREAM: S&P Rates New $650MM Term Loan B 'BB'
----------------------------------------------------------
Equitrans Midstream Corp. (Equitrans) is the holding company that
controls master limited partnership, EQM Midstream Partners LP
(EQM, BBB-/Stable). The company is proposing to issue a $650
million five year term loan B to fund a buy-out of the general
partner, EQGP Holdings LP, pay down short-term debt, pay
transaction fees, and increase cash on hand. The company also plans
to simplify its corporate structure through a follow-on
equity-for-equity transaction that will eliminate incentive
distribution rights and increase its limited partnership interest.
S&P Global Ratings is assigning its 'BB' issuer credit rating to
Equitrans. "We also assigned our 'BB' rating to the new $650
million term loan B. The recovery rating of '3' indicates our
expectation for meaningful recovery (50%-70%; rounded estimate:
65%) to lenders in a default scenario," S&P said.
S&P added, "The stable rating outlook reflects our expectation that
pro forma for the simplification, the company will maintain
stand-alone adjusted debt leverage of less than 2x over the next 12
months."
On November 30, 2018, Equitrans announced that it will acquire all
of the outstanding common units interest at EQGP that it does not
already own through a debt-funded cash purchase. Equitrans is
issuing a $650 million term loan B to fund the acquisition of EQGP,
pay transaction fees, and increase liquidity reserves. Once it has
full ownership of EQGP, the company plans to simplify the corporate
structure in an equity-for-equity transaction that will increase
Equitrans' limited partnership interest in EQM while eliminating
the incentive distribution rights (IDRs). The simplification
transaction is expected to close in the first quarter of 2019, and
S&P expects it to strengthen EQM's cost of capital and distribution
coverage ratios, while ultimately allowing the master limited
partnership (MLP) to fund more capital growth with internally
generated funds.
S&P said, "The stable outlook on Equitrans reflects our expectation
that the company will maintain adequate liquidity, stand‐alone
adjusted debt leverage less than 2x, and consolidated adjusted debt
leverage (inclusive of EQM) of less than 5x over the next 12
months. The stable outlook also reflects our view that the
partnership will maintain a distribution coverage ratio of
1.0x-1.1x in 2019. Once the Mountain Valley Pipeline and other
growth projects are operational, we believe coverage ratios will be
more robust, in the 1.2x–1.3x range.
"We could lower our rating on Equitrans if EQM reduced
distributions to a level that resulted in stand-alone debt leverage
exceeding 2x, or if we expected a distribution cut at EQM due to
significant unforeseen business stress. We would also lower the
rating on Equitrans if we lowered the issuer credit rating on EQM.
"We could raise the rating on Equitrans if we raised the rating on
EQM. While an upgrade is unlikely at this time, we could take a
positive rating action on EQM if its size and scale improved while
diversifying out of the Appalachian basin and maintaining current
leverage metrics."
FCH MCKINNEY: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: FCH McKinney Senior Homes, LLC
16812 Dallas Parkway, Suite 150
Dallas, TX 75248-1919
Business Description: FCH McKinney Senior Homes, LLC
operates an assisted living facility
in Dallas, Texas. FCH McKinney filed as a
Domestic Limited Liability Company in the
State of Texas on April 10, 2013, according
to public records filed with Texas Secretary
of State.
Chapter 11 Petition Date: December 3, 2018
Court: United States Bankruptcy Court
Eastern District of Texas (Sherman)
Case No.: 18-42734
Debtor's Counsel: Larry Kent Hercules, Esq.
LARRY K HERCULES, ATTORNEY AT LAW
1400 Preston Road, Suite 400
Plano, TX 75093
Tel: 972-964-9757
Email: lkhercules@yahoo.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Kent C. Conine, manager.
The Debtor failed to submit a list of its 20 largest unsecured
creditors at the time of the filing.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/txeb18-42734.pdf
FOX PROPERTY HOLDINGS: Exclusivity Period Extended to March 15
--------------------------------------------------------------
The Hon. Robert Kwan of the U.S. Bankruptcy Court of the Central
District of California, at the behest of Fox Property Holdings LLC,
has extended the exclusivity periods for the Debtor to file a plan
of reorganization and to obtain acceptance of any such plan through
and including March 15, 2019 and May 15, 2019, respectively.
The Troubled Company Reporter has previously reported that the
Debtor asked the Court to extend the exclusivity periods by four
months. The Debtor required additional time to complete its efforts
to sell or refinance the Property before it can formulate and file
a feasible plan of reorganization in this case.
The Debtor is the owner of that certain commercial real property
located at 340, 392 and 398 West Fourth Street, and 399 North D
Street (360-370 West Court Street), in San Bernardino, California.
The Debtor purchased the Property from Dayco Funding Corporation
and Luxor Properties, Inc. (together, the "Lender") for an
aggregate purchase price of $9,700,000. In connection with the
Debtor's purchase of the Property, the Lender provided seller
financing of $7,700,000 of the aggregate purchase price on a
secured basis. As a result, the Debtor is currently indebted to
the Lender in the principal sum of $7,700,000.
The Debtor mentioned a number of issues that arose prior to the
Petition Date which required the Debtor to commence litigation and
take legal steps to obtain possession of the Property (which
litigation has now been resolved) before the Debtor could even
start to attract tenants, attempt to increase the rent revenue
generated by the Property, attempt to obtain refinancing for the
Property or market and sell the Property.
Specifically, the Debtor related that following its acquisition of
the Property, the Debtor learned that Dr. Harry Hwang and Mrs. Jung
H. Hwang, a married couple who had previously owned and operated a
business known as American Sports University ("ASU") at the
Property, were continuing to occupy and retain possession of the
Property (purportedly with the consent of the Lender), without the
benefit of any written lease agreement and without paying any rent,
and were permitting other individuals, including an alleged
registered sex offender, Donald Nickels, to illegally reside in the
Property.
Beginning in June, 2017, the Debtor initiated a number of unlawful
detainer actions against the Hwangs in the Superior Court of the
State of California for the County of San Bernardino County,
Fontana District to recover possession of the Property from the
Hwangs. In December, 2017, after learning that the Hwangs had
abandoned the Property, the Debtor believed that possession of the
Property had been voluntarily returned to the Debtor, and the
Debtor discontinued its legal actions against the Hwangs in
Superior Court. Shortly thereafter, on or about Dec. 14, 2017, the
Hwangs filed a complaint for forcible entry and detainer against
the Debtor and certain other named defendants in Superior Court,
thereby commencing the case bearing the number UDFS 1708839.
As a result, from the outset, the Debtor's case was not the typical
"run of the mill" single asset real estate case. Following the
Petition Date, the Debtor and its special litigation counsel worked
diligently to pursue the UD Action against the Hwangs in Superior
Court to recover possession of the Property. As a result of such
efforts, the UD Action has effectively been completed. The
completion of the UD Action has paved the way for the Debtor to
pursue its reorganization strategy in this case. The Debtor's
completion of the UD Action and recovery of possession of the
Property have enabled the Debtor to attract new tenants to the
Property (ultimately increasing the rent revenue generated by the
Property).
While the Debtor believed that it will be successful in obtaining a
new loan commitment -- and ultimately closing the new loan
transaction and paying off the Lender's Loan -- prior to the June
1, 2019 maturity date of the Loan, the Debtor also intended to
pursue a parallel path to refinancing the Loan by seeking to market
and sell the Property.
In addition, the Debtor recently negotiated two new lease
agreements: (a) Fox University, Inc. leased the property located at
399 North D Street San Bernardino, CA 92401 for $36,000/month; and
(b) CHINA TV Media Group (USA), Inc. leased the property located at
370-398 W. Court Street San Bernardino, CA 92401 for $25,000/month.
The tenants under the New Leases will begin paying rent to the
Debtor in November, 2018, which will result in rent revenue
totaling more than $61,000 per month.
While the Debtor has been working diligently to procure new tenants
for the Property (resulting in the successful negotiation and
approval of the two New Leases), explore refinancing opportunities
for the property (so that the Loan with the Lender can be paid
off), and work actively with CBD Investment Inc., through its agent
Jack Chen as the Debtor's real estate broker -- to market and sell
the Property, the Debtor needed additional time to complete the
foregoing tasks and to prepare and file its proposed plan of
reorganization. The Debtor's listing agreement with the Broker
provides that the Broker will have the exclusive right to market
and sell the Property through and including March 31, 2019.
About Fox Property Holdings
Fox Property Holdings, LLC, owns a commercial real property in San
Bernardino, California. The property consists of various buildings
utilized as a school and dormitory campus and is located on
approximately 4.66 acres of land. The company's headquarter is
located at 12803 Schabarum Avenue, Irwindale, California. Dr. Ji
Li is the managing member and 100% equity holder of the company.
Fox Property Holdings sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Cal. Case No. 18-10524) on Jan. 17,
2018. In the petition signed by Ji Li, managing member, the Debtor
estimated assets of $10 million to $50 million and liabilities of
$1 million to $10 million.
Judge Robert N. Kwan presides over the case.
The Debtor tapped Levene, Neale, Bender, Yoo & Brill LLP as its
legal counsel; and Park & Lim as special litigation counsel.
FQ/LB LP: Has Until Dec. 31 to Exclusively Obtain Plan Acceptances
------------------------------------------------------------------
The Hon. Eduardo V. Rodriguez of the U.S. Bankruptcy Court for the
Southern District of Texas, at the behest of FQ/LB L.P., has
extended the Debtor's exclusivity period to obtain acceptances of
its plan under Section 1121(c) of the Bankruptcy Code from Oct. 10,
2018 to Dec. 31, 2018.
About FQ/LB L.P.
Based in Conroe, Texas, FQ/LB L.P., a privately held company that
operates in the land subdivision industry, filed voluntary Chapter
11 petition (Bankr. S.D. Tex., Case No. 18-31895) on April 13,
2018, and is represented by Joseph G Epstein, Esq., and Shannon,
Martin, Finkelstein, Alvarado & Dunne, P.C. The Debtors' special
litigation counsel is Feldman & Feldman, P.C. At the time of
filing, the Debtor estimated assets and liabilities of $1 million
to $10 million.
GARDEN OAKS MAINTENANCE: Hires Roberts Markel as Special Counsel
----------------------------------------------------------------
Garden Oaks Maintenance Organization, Inc., seeks approval from the
U.S. Bankruptcy Court for the Southern District of Texas to hire
Roberts Markel Weinberg Butler Hailey, PC, with Sipra Boyd
designated to act as lead attorney, as special counsel.
The Debtor is in need of special counsel to advise it regarding
specific legal issues related to deed restrictions, home owners
associations and the legal restrictions and requirements for
complying with the Texas Property Code. The Debtor intends to
provide for amended deed restrictions and other modifications that
require compliance with specific and complex requirements of the
Texas Property Code governing Home Owners Associations and related
deed restrictions.
Rober Markel's current hourly rates are:
Partners $400 to $500
Associates/Staff Attorney $325
Legal Assistants/Clerks $175
---
Sipra Boyd $400
Sipra Boyd disclosed in the court filing that Roberts Markel does
not represent any person or entity in connection with this
proceeding that has an adverse interest against the Debtor or its
estate.
The counsel can be reached at:
Sipra Boyd, Esq.
ROBERTS MARKEL WEINBERG BUTLER HAILEY PC
2800 Post Oak Blvd., Floor 57
Houston, TX 77056
Tel: 713-840-1666
About Garden Oaks
Garden Oaks Maintenance Organization, Inc., sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No.
18-60018) on April 11, 2018. In the petition signed by Mark
Saranie, president, the Debtor estimated assets of less than $1
million and liabilities of less than $1 million. Judge David R.
Jones presides over the case. Johnie J. Patterson, Esq., at Walker
& Patterson, P.C., serves as the Debtor's bankruptcy counsel. On
May 31, 2018, the Office of the U.S. Trustee appointed an official
committee of unsecured creditors.
GASTAR EXPLORATION: Taps Jackson Walker LLP as Co-Counsel
---------------------------------------------------------
Gastar Exploration Inc., and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the Southern District of Texas
to employ Jackson Walker L.L.P. as co-counsel for the Debtors.
The Debtors require Jackson Walker to:
a. provide legal advice and services regarding local rules,
practices, and procedures, including Fifth Circuit law;
b. provide certain services in connection with administration
of the chapter 11 cases, including, without limitation, preparing
agendas, hearing notices, witness and exhibit lists, and hearing
binders of documents and pleadings;
c. review and comment on proposed drafts of pleadings to be
filed with the Court;
d. at the request of the Debtors, appear in Court and at any
meeting with the United States Trustee and any meeting of creditors
at any given time on behalf of the Debtors as their local and
conflicts bankruptcy co-counsel;
e. perform all other services assigned by the Debtors to the
Firm as local and conflicts bankruptcy co-counsel;
f. provide independent counsel to Gastar and its debtor
affiliate; and
g. provide legal advice and services on any matter on which
K&E may have a conflict, or as needed based on specialization.
The firm's hourly rates are:
Elizabeth C. Freeman $715
Matthew Cavenaugh $675
Jennifer Wertz $565
Kristhy Pequero $485
Vienna Anaya $420
Other Attorneys $385 to $795
Paralegals $185 to $295
Jackson Walker is a "disinterested person" as defined in Section
101(14) of the Bankruptcy Code, according to court filings.
In accordance with Appendix B-Guidelines for Reviewing Applications
for Compensation and Reimbursement of Expenses Filed under 11
U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, Matthew
D. Cavenaugh disclosed that:
-- The Firm and the Debtors have not agreed to any variations
from, or alternatives to, the Firm's standard billing arrangements
for this engagement.
-- The hourly rates used by the Firm in representing the Debtors
are consistent with the rates that the Firm charges other
comparable chapter 11 clients, regardless of the location of the
chapter 11 case.
-- The Firm represented the Debtors during the week immediately
before the Petition Date, using the foregoing hourly rates.
-- The Debtors have not approved the Firm's budget for the
period starting with the Petition Date through December 2018.
The firm can be reached through:
Elizabeth C. Freeman, Esq.
Matthew D. Cavenaugh, Esq.
Jennifer F. Wertz, Esq.
Jackson Walker L.L.P.
1401 McKinney Street, Suite 1900
Houston, TX 77010
Tel: (713) 752-4200
Fax: (713) 752-4221
E-mail: mcavenaugh@jw.com
jwertz@jw.com
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.
As of Sept. 30, 2018, Gastar Exploration disclosed $341,500,000 in
total assets and $453,800,000 in liabilities.
Gastar Exploration, Inc., and Northwest Property Ventures LLC
sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No.
18-36057 and 18-36059) on Oct. 31, 2018.
The Debtors tapped KIRKLAND & ELLIS LLP as general bankruptcy
counsel; JACKSON WALKER L.L.P. as local bankruptcy counsel; TUDOR,
PICKERING, HOLT, & CO. and PERELLA WEINBERG PARTNERS LP as
financial advisors; OPPORTUNE LLP as restructuring advisor; and BMC
GROUP, INC., as claims agent.
GIRARD MANUFACTURING: Unsecured Creditors' Recovery Increased to 7%
-------------------------------------------------------------------
Girard Manufacturing, Inc., filed an Amended Chapter 11 Plan and
accompanying Disclosure Statement increasing the recovery of
general unsecured creditors to 7%, from 4% in the previously filed
Plan.
Unsecured Claims of more than $5,000, classified in Class 5, is
impaired. Holders of Class 5 Claims will be paid 7% of their
claims in 60 monthly payments. The Estimated Aggregate Amount of
Class 5 Claims is $1,320,456.50.
Class 6 - Convenience Class Unsecured Claims of less than $5,000 is
impaired. Holders of Class 6 Claims will be paid 7% of their
claims on the Effective Date. Estimated aggregate amount of Class
5 claims is $41,416.45.
The Plan is to be funded by Girard's income which is estimated to
be $105,000 per month for a period of five (5) years.
A full-text copy of the Disclosure Statement dated November 26,
2018, is available at:
http://bankrupt.com/misc/prb18-1705975(ESL)-119.pdf
About Girard Manufacturing, Inc.
Girard Manufacturing Inc. provides office furniture in San Juan,
Puerto Rico. The Company offers desks chairs, modular systems,
bookshelves, filing systems, and accessories, as well as online
service and support.
Girard Manufacturing, Inc., based in San Juan, PR, filed a Chapter
11 petition (Bankr. D.P.R. Case No. 17-05975) on August 24, 2017.
Alexis Fuentes-Hernandez, Esq., at Fuentes Law Offices, LLC, serves
as bankruptcy counsel.
In its petition, the Debtor estimated $2.36 million in assets and
$3.83 million in liabilities. The petition was signed by Jose A.
Casal Seibezzi, president.
GRATE ENTERPRISES: Taps A&G Realty as Real Estate Consultant
------------------------------------------------------------
Grate Enterprises, Inc., seeks approval from the U.S. Bankruptcy
Court for the Northern District of West Virginia to hire Michael A.
Matlat, an employee with A&G Realty Partners, LLC, as real estate
consultant and advisor under a compensation agreement of 5% of the
purchase price.
The Debtor owns certain improved real property located at 258
Retail Circle, Morgantown, WV 26508 consisting of 1.194 acres, more
or less, improved by a Denny's Restaurant. The Debtor requires the
professional services of Mr. Malat to assist in the marketing,
negotiation and sale of the Property.
Mr. Malat disclosed in the Court filing that neither A&G nor any of
the employees of A&G has any connection with the Debtor, nor known
connection to its creditors, any other parties in interest, its
attorneys and accountants, the United States Trustee, or any person
herein, and all parties are "disinterested persons" within the
definition of the Bankruptcy Code on the matters for which it is to
be engaged.
The firm can be reached at:
Michael A. Matlat
A&G Realty Partners, LLC
445 Broadhollow Road, Suite 410
Melville, NY 11747
Phone: +1 631-420-0044
About Grate Enterprises
Grate Enterprises, Inc., is a franchisee of the Denny's Restaurant.
It owns in fee simple a building currently operated as Denny's
Restaurant and 1.194 acres SUR or Lot 3 Evansville Pike, First Ward
District in Monongalia County, West Virginia. The property has an
appraisal value of $2.5 million.
Grate Enterprises sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. W.Va. Case No. 18-01069) on Nov. 22,
2018. At the time of the filing, the Debtor disclosed $2,856,754
in assets and $1,995,792 in liabilities. The Hon. Patrick M.
Flatley is the case judge. The Debtor tapped Gianola, Barnum,
Bechtel & Jecklin, LC as its legal counsel.
HOME CARE OPTIONS: Case Summary & 13 Unsecured Creditors
--------------------------------------------------------
Debtor: Home Care Options, Inc., a New Mexico Corporation
1610 S. 2nd St.
Gallup, NM 87301
Business Description: Home Care Options, Inc. is a home health
care services provider in Gallup, New
Mexico.
Chapter 11 Petition Date: December 3, 2018
Court: United States Bankruptcy Court
District of New Mexico (Albuquerque)
Case No.: 18-13030
Debtor's Counsel: George D. Giddens, Jr., Esq.
GIDDENS & GATTON LAW, P.C.
10400 Academy Rd NE Ste 350
Albuquerque, NM 87111-1229
Tel: 505-271-1053
Fax: 505-271-4848
E-mail: dave@giddenslaw.com
giddens@giddenslaw.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Grace Laurence, president/owner.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 13 unsecured creditors is available for free
at:
http://bankrupt.com/misc/nmb18-13030.pdf
ILLINOIS STAR: Exclusive Filing Period Extended Up To Jan. 7
------------------------------------------------------------
The Hon. Laura K. Grandy of the U.S. Bankruptcy Court for the
Southern District of Illinois has extended Illinois Star Centre,
LLC's exclusive period for filing a plan and obtaining acceptance
of any such plan up to and including Jan. 7, 2019 and April 5,
2019, respectively.
About Illinois Star Centre
Illinois Star Centre LLC owns the Illinois Star Centre Mall located
at 3000 W. Deyoung Street, Marion. The mall, which is valued at
$5.5 million, offers more than 50 stores and restaurants and serves
the Southern Illinois Community with events that showcase local
talent.
Illinois Star Centre sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Ill. Case No. 17-30691) on May 4,
2017. In the petition signed by Dennis D. Ballinger, Jr., its
managing member, the Debtor disclosed $5.6 million in assets and
zero liabilities.
The case is assigned to Judge Laura K. Grandy.
Carmody MacDonald, P.C., is the Debtor's bankruptcy counsel, and
Hoffman Slocomb LLC, is its special counsel. The Debtor tapped
Vista Properties and Investments to assist in the marketing and
sale of its real estate located at 3000 DeYoung, Marion, Illinois.
No official committee of unsecured creditors has been appointed in
the case.
J.J.S.Y. INVESTMENTS: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: J.J.S.Y. Investments, Corporation
11111 Shady Trail, Ste. 100
Dallas, TX 75229
Business Description: J.J.S.Y. Investments is a Single Asset Real
Estate (as defined in 11 U.S.C. Section
101(51B)).
Chapter 11 Petition Date: December 3, 2018
Court: United States Bankruptcy Court
Northern District of Texas (Ft. Worth)
Case No.: 18-44748
Judge: Hon. Edward L. Morris
Debtor's Counsel: Craig Douglas Davis, Esq.
DAVIS, ERMIS & ROBERTS, P.C.
1010 N. Center, Suite 100
Arlington, TX 76011
Tel: 817-265-8832
Fax: 972-262-3264
E-mail: davisdavisandroberts@yahoo.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Young Sung, president.
The Debtor failed to include in the petition a list of its 20
largest unsecured creditors.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/txnb18-44748.pdf
J.P. APARTMENTS: Hires GlassRatner as Financial Advisor
-------------------------------------------------------
J.P. Apartments Cooperative and its debtor affiliates seeks
approval from the United States Bankruptcy Court for the Southern
District of Iowa (Davenport) to hire GlassRatner Advisory & Capital
Group, LLC, as its financial advisor and investment banker.
Services required of GlassRatner are:
a. assist in preparing or reviewing a 13-week budget and cash
flow analysis;
b. work with Debtor to develop alternative strategies for
improving profitability and liquidity and assist in the
implementation thereof;
c. assist in working with the Unsecured Creditors Committee as
needed;
d. if requested, assist/manage a sale process (prepare
marketing information on the Debtor, develop a list of potential
targets, coordinate and arrange meetings with interest parties,
build an online data room, assist with negotiations and work with
counsel and management to consummate a transaction);
e. coordinate with the Debtor's legal counsel regarding
matters related to the restructuring process; and
f. perform other services as requested by Debtor throughout
the bankruptcy process.
The fees and expenses associated with the Agreement are:
a. Retainer: The Agreement provides for a prepetition retainer
of $45,000.
i. As part of this retainer, GlassRatner has accepted
$25,000 from a nondebtor, the President and Managing Member's
father. The funds were wired to GlassRatner on Tuesday, Nov. 27,
2018 from an account at Blackhawk State Bank.
b. Financial Advisory Services: The financial advisory
services are based on the number of hours worked at GlassRatner's
standard hourly billing rate, plus out of pocket costs incurred.
It is anticipated that Brent King will be the main contact
rendering services at a discounted rate of $325 per hour.
c. Investment Banking Services:
i. When GlassRatner conducts a Capital Raise that is
approved by the Court or consummated by the Debtors, the Debtors
will pay GlassRatner the following fee:
1. 2.0% of the gross Senior Debt raised.
2. 3.0% of the gross Junior Capital raised, credit
enhancements received, or seller financing.
3. 4.0% of the gross Equity Capital raised.
ii. When GlassRatner conducts an Asset Sale that is
approved by the Court or consummated by the Debtors, the Debtors
will pay GlassRatner 5.0% of the gross value of assets sold.
d. Expenses: Customary and reasonable out-of-pocket expenses
incurred in delivering the financial advisory hourly services will
be reimbursed by the Debtors. Ordinary and customary direct
expenses related to the investment banking services will be the
responsibility of GlassRatner and are not subject to reimbursement
from the Debtors.
The Firm received a $22,000 prepetition retainer.
Brent King of GlassRatner attests that he and his firm held no
interest prepetition, and hold no interest postpetition, that is
adverse to the Debtor or the Bankruptcy Estate, and that they are
"disinterested person", as that term is defined under Section
101(14) of the Bankruptcy Code.
The firm can be reached through:
Brent King
GlassRatner Advisory & Capital Group, LLC
2300 Main Street Suite 900
Kansas City, MO 64108
Tel: 816-945-7825
Mobile: 309-368-0083
E-mail: Bking@GlasRatner.com
About J.P. Apartments
JP Rentals, LLC and Jones Lease Properties, LLC are a locally owned
and operated rental property companies serving the Quad Cities and
surrounding areas. As the source for rental living, they offer a
wide variety of rental properties including apartment complexes,
single family homes, townhomes, and duplexes.
J.P. Apartments Cooperative, Jones Lease Properties, LLC and J.P.
Rentals, LLC, filed their voluntary petitions under Chapter 11 of
the Bankruptcy Code (Bankr. S.D. Iowa Case Nos. 18-02566, 18-02568,
and 18-02569, respectively) on Nov. 26, 2018. In the petition
signed by Erik R. Jones, director, J.P. Apartments disclosed
$4,765,888 in total assets and $4,689,693 in liabilities.
BRADSHAW, FOWLER, PROCTOR & FAIRGRAVE PC, led by attorney Jeffrey
D. Goetz, is the Debtor's counsel.ccc
JASON FLY: To Sell Assets to Pay Creditors
------------------------------------------
Jason Fly Logging, LLC, filed a plan of reorganization and
accompanying disclosure statement proposing to sell all of its
assets to pay creditors.
Specifically, the Plan proposes the following classification and
treatment of claims:
* Class 2 - Ally Bank is impaired. Surrender the 2016 Jeep
Wrangler; the 2016 Dodge Ram 3500 Crew Truck and 2016 Dodge Crew
pickup with VIN ending 167272. Creditor may have an unsecured
deficiency claim to be paid in Class 23.
* Class 3 - Axis/Amur is impaired. Sell the 2016 LT42S-D Kaufman
Trailer To Dragon Woodland for offer of $9,970.00.
* Class 4 - Balboa Credit is impaired. Surrender of 2017
Peterbilt 389 424212 #34 VIN ending in 423213.
* Class 5 - Banc of America Formerly MACK is impaired.
Surrender Mack CHU614 truck with VIN ending in 25762.
* Class 6 - BMO Harris is impaired .Sell the 2013 Peterbilt 389
#29 with VIN ending in185294 for offer of $55,998.80. Vehicle sold
pursuant to ECF Docket No. 333.
* Class 7 - Caterpillar is impaired. Surrender CAT D6K2 tractor
;the 316 Track Hoe with VIN ending In dzw00869; the 2015 Cat 559C
loader With VIN ending in kb500243 and the D6K2 Dozer RST
0185-001-0794014-000 pursuant to all the terms and conditions
between the Debtor and Caterpillar in the Order Terminating stay.
* Class 8 - DeLage Lagen is impaired. Sell the Barko Loader &
Equipment To Dragon Woodland for offer of $98,250.00; sell the 2017
Pitts LP40-4L Plantation Log Trailer to Dragon Woodland for offer
of $ 11,700.00 Sell the 2017 Pitts Detached Lowboy to Dragon
Woodland VIN ending 4637 for $25,950.00 and DLL will retain their
unsecured deficiency claim and all other terms pursuant to the
Agreed Order.
* Class 9 - ENGS Financial is impaired. Surrender 2015 Tigercat
Cutter Model 726G VIN ending in 7265012 with Tigercat SW5700 Head
and surrender Of a 2014 Tigercat Model 630E Skidder VIN ending in
630412 with grapple and to retain deficiency claim in plan.
* Class 10 - First Mid-West is impaired. Sell 2017 Peterbilt 389
with VIN ending In 342212 to Dragon Woodland for Offer of
$69,360.00; Sell 2017 Peterbilt 380 with VIN ending in 389963 to
Dragon Woodland for offer of $73,110.00.
* Class 11 - Ford Motor Credit is impaired. Sell the 2016 Ford
F350 with VIN ending 48412 and the 2016 Ford F350 Crew with VIN
ending in 67185 to Dragon Woodland for combined offer of
$73.970.37; The Debtor has already surrendered by Order of Court
the 2016 Ford F250 With VIN ending in 70729 but also Surrender the
2016 Ford F350 with VIN ending in 11177; the 2015 Ford F350 Crew
with VIN 59152 and the 2015 Ford F350 Crew 4 with VIN Ending in
38982. All terms are to be in accordance with the Agreed Order with
Ford and if not the Agreed Order in ECF Docket No. 325
* Class 12 - Hitachi is impaired. Surrender the 2017 Peterbilt
Truck with VIN Ending in 342209 in accordance with the Agreed Order
as attached hereto and such terms are binding under ECF Docket No.
213.
* Class 13 - John Deere is impaired. John Deere and Debtor
entered into an Amended Agreed Order attached hereto as ECF Docket
No. 233 stating that the six pieces of collateral were abandoned
and stay terminated but stipulating that four pieces of collateral
were to be sold to Dragon Woodland or the purchase price of
$535,000.00.
* Class 14 - MACK Financial Services Assigned to Volvo is
impaired. Sell the 2017 MACK Truck CHU613 With VIN ending in 25786
to Dragon Woodland for offer of $80,000.00.
* Class 15 - Mechanics Bank is impaired. Sell the all equipment
and personal property that is collateral of Mechanics pursuant to
that certain Order of ECF Docket No. 297 which sale may have closed
as of the date of confirmation.
* Class 16 - MHC Financials is impaired. Sell the Kenworth T680
with VIN Ending in 425891 to Dragon Woodland For $44,955.17 in
accordance with an Agreed Order.
* Class 17 - PACAAR is impaired. Surrendered all vehicles
before confirmation in accordance with Agreed Order ECF Docket No.
324 including the description of each vehicle in Exhibit A to the
Agreed Order. Order is attached hereto for all terms and conditions
as to treatment of the Creditor in this Class.
* Class 18 - Santander is impaired. Sell 2016 Peterbilt 389 with
VIN Ending in 344083 to Dragon Woodland For an offer of
$57,030.00.
* Class 19 - Sumitomo is impaired. Sell Tigercat 635
SBG7203-25-0321 To Dragon Woodland for offer of $265,000.00
pursuant to Order.
* Class 20 - TBK Bank SSB is impaired. Sell all equipment as
listed in the Agreed Order of ECF Docket No. 312 to Dragon Woodland
for offer of $27,500.00 according to all terms and conditions in
Order attached.
* Class 21 - TD Auto Finance is impaired. Debtor has previously
surrendered the 2015 Dodge Ram 1500 with VIN ending In 718378 by
prior order of court and The surrender is in full satisfaction of
Claim.
* Class 23 - Unsecured Non-Priority Claims is impaired.
Unsecured claims will be paid any excess cash on each respective
Allowed Claims in cash within 120 days of the Sale of Assets.
* Class 24 - Limited Liability Interests is impaired. Holders of
membership Interests in the Debtor shall release said interests
under the Plan upon consummation and final decree.
The Debtor through Jason Fly and his counsel will oversee the sale
and liquidation of all assets of the Debtor. Jason Fly will receive
no compensation from Debtor after confirmation. He will further be
responsible for the surrender of all vehicles or equipment to the
creditors if such collateral has not been previously surrendered or
not being sold. The offer to purchase assets of Debtor through a
confirmed plan from Dragon Woodland contemplates that the offers
are purchase of assets only and no assumption of debt or liability
by Dragon Woodland of the Debtor Corporation. All payments by
Dragon Woodland if offer accepted by a Class will be paid by lump
sum payment by Dragon Woodland upon the Effective Date of Plan with
all liens released upon such payment and order of confirmation with
any disputed liens
attaching to proceeds upon closing.
A full-text copy of the Disclosure Statement dated November 26,
2018, is available at:
http://bankrupt.com/misc/msnb18-1810483JDW-357.pdf
Attorney for the Plan Proponents:
Toni Campbell Parker, Esq.
LAW OFFICE OF TONI CAMPBELL PARKER
615 Oakleaf Office LN
Memphis, TN 38117
Tel: 901-683-0099
Fax: 866-489-7938
Email: tparker002@att.net
About Jason Fly Logging
Established in 2010, Jason Fly Logging, LLC, is a privately-held
logging company in Batesville, Mississippi. Jason Fly Logging
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
N.D. Miss. Case No. 18-10483) on Feb. 12, 2018. In the petition
signed by Jason Fly, member, the Debtor estimated assets and
liabilities of $1 million to $10 million. Judge Jason D. Woodard
presides over the case. Toni Campbell Parker, Esq., in Memphis,
Tennessee, serves as counsel to the Debtor.
JESS ARNDELL: $2.5MM Sale of Truckee Property Approved
------------------------------------------------------
Judge Bruce T. Beesley of the U.S. Bankruptcy Court for the
District of Nevada authorized Timothy W. Wilson, the Chapter 11
Trustee of Jess C. Arndell and Suzanne K. Arndell, to sell the
residential real property located at 14060 South Shore Drive,
Truckee, California to Mason J. Martin or nominee for $2.5
million.
A hearing on the Motion was held on Nov. 13, 2018 at 10:15 a.m.
The escrow will close by Nov. 20, 2018, which represents the seven
days from the hearing on the Sale Motion.
The payoff of the first priority trust deed encumbrance owing to
Reverse Mortgage Solutions, Inc. will be in the amount owing of
$1.65 million, through the closing date of Nov. 20, 2018,
notwithstanding accruing interest and attorneys' fees that exceed
that payoff amount. Furthermore, the sum of $319,696 will he paid
directly to the Trustee from escrow and held by the Trustee until
further order of the Court. In consideration of receiving the
payoff amount, Reverse Mortgage Solutions, Inc. will execute the
appropriate release and reconveyance prepared by it in order to
close escrow.
The Debtors will vacate the Real Property concurrent with the
escrow closing, or prior to escrow closing at the Debtors' option.
The real estate commission owing to Gale Etchells of Sierra
Sotheby's International will be paid in the amount of $75,000,
equal to 3% of the gross sales price and the Buyer's agent, Oliver
Luxury Real Estate, will be paid in the amount of $75,000, equal to
3% of the gross sales price, pursuant to the parties' Listing
Agreement, and these real estate commissions are authorized to be
paid at the close of escrow.
The escrow holder will pay the following through the close of
escrow:
1. $1,.65 million to Reverse Mortgage for a payoff calculated
through Nov. 20, 2018;
2. The sum of $319,696 will be paid to the Trustee and held by
the Trustee until further order of the Court;
3. $150,000 for the 6% real estate commission, with $75,000
being paid to Gale Etchells of Sierra Sotheby's and $75,000 being
paid to the Buyer's agent, Oliver Luxury;
4. $175,000 to the Debtors as and for their homestead
exemption, plus $2,375 to the Debtors as and for their furniture
exemption as determined by the Debtors;
5. Escrow/title costs as allocated between the Buyer and the
Seller in the amount of$6,784, more or less, as indicated in the
Exhibit A, including real property taxes owing to the Nevada County
Tax Collector in the amount of $32,168, more or less, calculated
through closing;
6. The sum of $59,599 to Estes Law for Court ordered
attorneys' fees and costs;
7. $10,993 to Oasis Palm Desert HOA, plus accruing interest on
account of its recorded Judgment, unless written evidence is
provided that the Judgment has been satisfied; and
8. Any remaining net sales proceeds snail be paid to the
Trustee, and held by the Trustee until further order of the Court.
The 14-day stay provisions under Fed. R. Bankr. P. 6004(h) were
waived so that escrow may close as agreed to in open Court by the
parties by Nov. 16, 2018;
A copy of the Exhibit A attached to the Order is available for free
at:
http://bankrupt.com/misc/JESS_ARNDELL_339_Order.pdf
Jess C. Arndell and Suzanne K. Arndell sought Chapter 11
protection
(Bankr. D. Nev. Case No. 16-51465) on Dec. 9, 2016. The Debtors
tapped Holly E. Estes, Esq., as counsel. On May 31, 2018, the
Court appointed Timothy W. Nelson, CPA, as Trustee. Gale Etchells
of Sierra Sothebys International was appointed as broker.
JESS ARNDELL: $350,000 Sale of Truckee Lot. Approved
----------------------------------------------------
Judge Bruce T. Beesley of the U.S. Bankruptcy Court for the
District of Nevada authorized Timothy W. Wilson, the Chapter 11
Trustee of Jess C. Arndell and Suzanne K. Arndell, to sell the
residential real property located at 14050 South Shore Drive,
Truckee, California to Mark J. Archer for $350,000.
A hearing on the Motion was held on Nov. 13, 2018 at 10:15 a.m.
The escrow was slated to close by Nov. 16.
The payoff of the first priority trust deed encumbrance owing to
Sierra Mountain Mortgage, will be in the amount owing of $214,304,
more or less, through the closing date.
The real estate commission owing to Gale Etchells of Sierra
Sothebys International will be paid in an amount of 3% of the gross
sales price, and the Buyer's agent, Barbara Wilkinson of Dickson
Realty, will be paid in an amount of 3% of the gross sales price,
pursuant to the parties' Contract, and these real estate
commissions are authorized to be paid at the close of escrow.
The escrow holder will pay the following through the close of
escrow:
1. $214,304 more or less, to Sierra Mountain, Mortgage for a
payoff calculated through Nov. 16, 2018;
2. $21,000 for the 6% real estate commission, with $10,500
being paid to Gale Etchells of Sierra Sothebys and $10,500 being
paid to the Buyer's agent, Barbara Wilkinson of Dickson Realty;
3. Actual escrow/title costs at $1,619, more or less;
4. $9,137, more or less, to Nevada County tax Collector for
unpaid accrued real property taxes assessed against the Real
Property;
5. The sum of $59,599 to Estes Law for Court ordered
attorneys' fees and costs paid only if the Real Property located at
14060 South Shore Drive, Truckee, California 96161 does not close
first;
6. $10,993 to Oasis Palm Desert HOA, plus accruing interest on
account of its recorded Judgment only if the Renewed Sate Motion
does not close first; and
7. Any remaining net sales proceeds snail be paid to the
Trustee, and held by the Trustee until further order of the Court.
The 14-day stay provisions under Fed. R. Bankr. P. 6004(h) were
waived so that escrow may close as agreed to in open Court by the
parties by Nov. 16, 2018;
A copy of the Contract attached to the Order is available for free
at:
http://bankrupt.com/misc/JESS_ARNDELL_338_Order.pdf
Jess C. Arndell and Suzanne K. Arndell sought Chapter 11 protection
(Bankr. D. Nev. Case No. 16-51465) on Dec. 9, 2016. The Debtors
tapped Holly E. Estes, Esq., as counsel. On May 31, 2018, the
Court appointed Timothy W. Nelson, CPA, as Trustee. Gale Etchells
of Sierra Sothebys International was appointed as broker.
JLT HOLDINGS: Case Summary & 15 Unsecured Creditors
---------------------------------------------------
Debtor: JLT Holdings, LLC
fdba JLT Enterprises, LLC
fdba JLT Properties, LLC
220 Garden Street
Yorkville, IL 60560
Business Description: JLT Holdings, LLC owns the following real
properties: (1) 220 Garden Street,
Yorkville, IL 60560; (2) 4512 Deames Street,
Plano, IL 60546; and (3) 1800 South Ocean
Drive, Unit 3205, Hallandale, FL 33009.
Chapter 11 Petition Date: December 3, 2018
Court: United States Bankruptcy Court
Northern District of Illinois (Chicago)
Case No.: 18-33604
Judge: Hon. Benjamin A. Goldgar
Debtor's Counsel: Adam P. Silverman, Esq.
ADELMAN & GETTLEMAN, LTD.
53 West Jackson Blvd., Suite 1050
Chicago, IL 60604
Tel: 312 435-1050 Ext. 229
Fax: 312 435-1059
Email: asilverman@ag-ltd.com
aps@at-ltd.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Lee M. Tkachuk, one of the Debtor's
members.
A copy of the Debtor's list of 15 unsecured creditors is available
for free at:
http://bankrupt.com/misc/ilnb18-33604_creditors.pdf
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/ilnb18-33604.pdf
JP ADVANCED: Unsecureds to Get Full Payment Over 72 Months
----------------------------------------------------------
JP Advanced Solutions, LLC, filed a plan of reorganization and
accompanying disclosure statement proposing that general unsecured
claims, classified in Class 3, will be paid, in full, without
interest, over 72 months from the Effective Date of the Plan.
The Debtor will pay $9,100 in total monthly to Class 3 Claims. The
Debtor will make the payments, pro-rata, to each holder of a Class
2 Claim, on or before the fifteenth day of each month, commencing
on the calendar month following the Effective Date. For clarity, if
the Effective Date falls in March, the payments will commence in
April. Class 3 Claims are impaired and entitled to vote on the
Plan.
The Debtor began operations in 2016. The Debtor specializes in the
nitche market of remodeling high-end properties. In growing since
2016, the Debtor accrued high-interest debt, with short term
amortization periods. This, coupled with an unusually slow
2017/2018 winter season, significantly constrained the Debtor's
cash flow, which directly led to the filing of this Bankruptcy
Case.
The Plan will be funded from the proceeds of the Debtor's
operations.
A full-text copy of the Disclosure Statement dated November 26,
2018, is available at:
http://bankrupt.com/misc/azb18-218bk09028PS-42.pdf
Counsel to the Debtor:
Jonathan P. Ibsen, Esq.
Craig P. Cherney, Esq.
CANTERBURY LAW GROUP, LLP
14300 N. Northsight Boulevard, Suite 129
Scottsdale, AZ 85260
Tel: (480) 240-0040
Fax: (480) 656-5966
E-mail: JIbsen@clgaz.com
About JP Advanced Solutions
JP Advanced Solutions, LLC sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D. Ariz. Case No. 18-09028) on July 29,
2018. In the petition signed by Jerzy Poprawa, president, the
Debtor disclosed that it had estimated assets of less than $500,000
and liabilities of less than $1 million.
The Debtor tapped Jonathan Philip Ibsen, Esq., at Canterbury Law
Group, LLP, as its legal counsel.
No official committee of unsecured creditors has been appointed in
the Chapter 11 case of JP Advanced Solutions, LLC as of August 14,
according to a court docket.
LA MERCED LIMITED: Taps Nelson Robles Diaz Law as Counsel
---------------------------------------------------------
La Merced Limited Partnership seeks authority from the United
States Bankruptcy Court for the District of Puerto Rico (Old San
Juan) to hire Nelson Robles Diaz and Nelson Robles Diaz Law
Offices, PSC, as counsel.
Services Robles Diaz will render are:
a. prosecute the motions and applications filed;
b. advise/represent the Debtor with respect to its duties,
rights and powers;
c. advise/represent the Debtor in negotiations with
creditors;
d. advise/represent the Debtor in analyzing the claims;
e. advise/represent the Debtor with respect to its various
investigations of claims, causes of action and other matters;
f. advise/represent the Debtor with respect to any
negotiations and litigation that may be necessary, and at hearings
and other proceedings;
g. advise/represent the Debtor with respect to pleadings and
applications as may be necessary in furtherance of the Debtor's
interests and objectives; and
h. advise/represent the Debtor with respect to such other
matters as may be required and are deemed to be in the interests of
the Debtor in accordance with the applicable law.
The terms of compensation are:
a. A retainer of $15,000.00 paid upon execution of the
engagement letter and a separate payment of $1,717.00 for the
filing fees of the case.
The professional rates are:
i. $250.00 per hour for attorney Nelson Robles-Diaz plus any
costs and expenses incurred by Robles-Diaz, in connection with its
legal services;
ii. $40/$50 per hour for paralegals and law clerks,
respectively; and
iii. $125.00/per hour for junior attorney.
Nelson Robles-Diaz, Esq., disclosed in the court filing that his
firm is a "disinterested person" within the meaning of Sections
101(14) and 327 of the Bankruptcy Code.
The counsel can be reached at:
Nelson Robles Diaz, Esq.
NELSON ROBLES DIAZ LAW OFFICES, PSC
PO Box 192302
San Juan, PR 00919
Tel: (787) 721-7929
(787) 294-9518
Fax: (787) 282-9100
Email: nroblesdiaz@gmail.com
About La Merced LP
La Merced Limited Partnership, S.E., is a single asset real estate,
as defined in 11 U.S.C. Section 101(51B)). Based in San Juan,
Puerto Rico, La Merced LP filed a voluntary petition under Chapter
11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 18-06858) on Nov.
27, 2018. In the petition signed by Luz Celenia Castellano,
administrator, the Debtor disclosed $6,088,228 in liabilities.
Judge Enrique S. Lamoutte Inclan is the case judge. NELSON ROBLES
DIAZ LAW OFFICES, PSC, led by founding partner Nelson Robles Diaz,
is the Debtor's counsel.
LAND STORE: Hires Davis Law Firm as Counsel
-------------------------------------------
Land Store, Inc., seeks approval from the U.S. Bankruptcy Court for
the Northern District of Texas (Ft. Worth) to hire John Park Davis,
Davis Law Firm, as the Debtor's counsel in this Chapter 11
reorganization case.
Services to be rendered by Davis Law Firm are:
1. advise the Debtor of its rights, powers, and duties as
debtor and debtor-in-possession;
2. take all necessary actions to protect and preserve the
estate of the Debtor, including the prosecution of actions on the
Debtors behalf, the defense of actions commenced against the
Debtor, the negotiation of disputes in which the Debtor is involved
and the preparation of objections to claims filed against the
estate;
3. prepare on behalf of the Debtor, as Debtor-in-Possession,
all necessary motions, applications, answers, orders, reports, and
papers in connection with the administration of the estate;
4. draft, negotiate and prosecute on behalf of the Debtor a
plan or plans of reorganization for the reorganization of the
Debtor's financial affairs, the related disclosure statements, and
any revisions, amendments, etc, relating to the foregoing
documents, and all related materials;
5. perform all other necessary legal services in connection
with this Chapter 11 case and any other bankruptcy related
representation that the Debtor requires; and
6. handle all litigation, discovery and other matters for the
Debtor arising in connection with the Chapter 11 case.
John Park Davis of Davis Law Firm will charge for its legal
services on a flat fee basis of $15,000.00. The expenses charged to
clients include telephone, facsimile charges, regular mail and
express mail charges, special or hand delivery charges, filing
fees, photocopying charges, travel expenses, expenses for "working
meals" computerized research and transcription costs for
depositions.
Davis Law Firm is a "disinterested person" as defined in 11 U.S.C.
Sec. 101(14) of the Bankruptcy Code, as stated in the court
filing.
The firm can be reached at:
John Park Davis
DAVIS LAW FIRM
P O Box 123918
Fort Worth, TX 76121
Phone: (817) 735-1171
Fax : (817)735-1167
E-mail: davi7000@gmail.com
About Land Store
Land Store, Inc., is a land developer operated by Brian Frazier.
Land Store's primary assets are 22 real properties with a value of
$637,868.
Based in Fort Worth, Texas, Land Store filed a voluntary petition
for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D.
Tex. Case No. 18-44377) on Nov. 5, 2018, estimating under $1
million in both assets and liabilities. DAVIS LAW FIRM, led by
principal John Park Davis, represents the Debtor.
LBI MEDIA: Hires Alvarez & Marsal as Financial Advisor
------------------------------------------------------
LBI Media, Inc. and its debtor-affiliates seek authority from the
U.S. Bankruptcy Court for the District of Delaware to hire Alvarez
& Marsal North America, LLC, to serve as financial advisors.
Services to be rendered by A&M are:
a. assist the Debtors in the preparation of financial-related
disclosures required by the Court, including the Debtors' Schedules
of Assets and Liabilities, Statements of Financial Affairs and
Monthly Operating Reports;
b. assist the Debtors with information and analyses required
pursuant to the Debtors' debtor-in-possession financing;
c. assist with the identification and implementation of
short-term cash management procedures;
d. assist with the identification of executory contracts and
leases and performance of cost/benefit evaluations with respect to
the affirmation or rejection of each;
e. assist to Debtors' management team and counsel focused on
the coordination of resources related to the ongoing reorganization
effort;
f. assist in the preparation of financial information for
creditors and others, including, but not limited to, cash flow
projections and budgets, cash receipts and disbursement analysis,
analysis of various asset and
liability accounts, and analysis of proposed transactions for which
Court approval is sought;
g. attend meetings and assistance in discussions with
potential investors, lenders, any official committee(s) appointed
in these chapter 11 cases, the United States Trustee, other parties
in interest and professionals hired by same, as requested;
h. analyse of creditor claims by type, entity, and individual
claim, including assistance with development of databases, as
necessary, to track such claims;
i. assist in the preparation of information and analysis
necessary for the confirmation of a plan of reorganization in these
chapter 11 cases, including information contained in the disclosure
statement; and
j. render such other general business consulting or such other
assistance as Debtors' management or counsel may deem necessary
consistent with the role of a financial advisor to the extent that
it would not be duplicative
of services provided by other professionals in this proceeding.
Alvarez & Marsal will be paid at these hourly rates:
Corporate Restructuring
Managing Directors $850 to $1,050
Directors $650 to $800
Analysts/Associates $400 to $625
Claims Management
Managing Directors $750 to $875
Directors $575 to $725
Analysts/Associates $375 to $550
Marc Liebman, managing director of Alvarez & Marsal, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.
Alvarez & Marsal can be reached at:
Marc Liebman
ALVAREZ & MARSAL NORTH AMERICA, LLC
425 Market Street, 18th Floor
San Francisco, CA 94105
Tel: +1 415 490 2300
Fax: +1 415 490 2299
About LBI Media
Headquartered in Burbank, California, LBI Media --
http://www.lbimedia.com/-- is a national television and radio
broadcasting company that was co-founded in 1987 by Lenard
Liberman, LBI's chief executive officer, and his father Jose
Liberman, who immigrated to the United States from Mexico in 1946.
LBI is a national media company that owns or licenses 27
Spanish-language television stations and radio stations in the
United States, as well as EstrellaTV, a Spanish-language television
broadcast network.
LBI Media Inc and more than 15 of its affiliates filed for
bankruptcy protection (Bankr. D. Del. Case No. 18-12655) on Nov.
21, 2018. CFO Brian Kei signed the petition.
The Debtors reported total assets of $238.7 million and total
liabilities of $532.9 million as of June 30, 2018.
Richards Layton & Finger, P.A. and Weil, Gotshal & Manges LLP serve
as counsel to the Debtors. Guggenheim Securities LLC has been
tapped as investment banker, Alvarez & Marsal North America LLC as
financial advisor, and Epiq Corporate Restructuring LLC as claims
and noticing agent.
LBI MEDIA: Hires Guggenheim Securities as Investment Banker
-----------------------------------------------------------
LBI Media, Inc. and its affiliated debtors seek authority from the
U.S. Bankruptcy Court for the District of Delaware to hire
Guggenheim Securities LLC as their investment banker.
LBI Media requires Guggenheim Securities to:
a. review and analysis of the business, financial condition
and prospects of the Company;
b. evaluate the liabilities of the Company, its debt capacity
and its strategic and financial alternatives;
c. evaluate from a financial and capital markets point of view
of alternative structures and strategies for implementing a
Transaction that the Company elects to pursue;
d. prepare offering, marketing or other transaction materials
concerning the Company and the applicable Transaction for
distribution and presentation to Creditors, Acquirors and/or
Investors;
e. develop and implement a marketing plan with respect to the
applicable Transaction;
f. identify and solicit, and the review of proposals received
from, Investors and other prospective Transaction Counterparties in
connection with the applicable Transaction;
g. negotiate of the applicable Transaction;
h. provide financial and strategic advice and assistance to
the Company in developing and seeking approval of any Transaction,
including a plan under Chapter 11 of the Bankruptcy Code confirmed
in connection with these chapter 11 cases;
i. participate in hearings before the Court with respect to
the matters upon which Guggenheim Securities has provided advice,
including, as relevant, coordinating with the Company's legal
counsel with respect to testimony
in connection therewith; and
j. provide such other matters as may be agreed upon by
Guggenheim Securities and the Company in writing during these
chapter 11 cases.
Guggenheim Securities will be paid as follows:
(a) Monthly Fees. The Debtors will pay Guggenheim Securities a
non-refundable Monthly Fee of $175,000 per month, due and payable
on the first day of each month during the period of Guggenheim
Securities' engagement under the Engagement Letter, in each case,
whether or not any Transaction is consummated. Commencing with the
tenth Monthly Fee payment made under the Engagement Letter, an
amount equal to $75,000 of each $175,000 Monthly Fee payment will
be credited (to the extent actually paid and only once) against any
Restructuring Transaction Fee, Financing Fee or Sale Transaction
Fee payable to Guggenheim Securities pursuant to the Engagement
Letter; provided, however, that following the commencement of these
Cases, such crediting shall only apply to the extent such Monthly
Fees are approved by a final order of the Court.
(b) Restructuring Transaction Fee. If (A) any Restructuring
Transaction is consummated or (B) (I) an agreement in principle,
definitive agreement or Plan to effect a Restructuring Transaction
is entered into and (II) concurrently therewith or at any time
thereafter, any Restructuring Transaction is consummated, the
Debtors will pay Guggenheim Securities a Restructuring Transaction
Fee in an amount equal to $3,500,000 upon the consummation of any
Restructuring Transaction.
(c) Financing Fees. If the Debtors consummates any Financing
Transaction or enters into (or becomes bound by) any agreement
(including any Plan) pursuant to which a Financing Transaction is
subsequently consummated or accepts written commitments (including,
but not limited to, execution by the Debtors and any Transaction
Counterparty of any commitment letter, securities purchase
agreement, backstop agreement or other such definitive commitment
documentation) with respect to a Financing Transaction, then, in
each case, the Debtors will pay Guggenheim Securities one or more
Financing Fees in an amount equal to the sum of:
(i) 150 basis points (1.50%) of the aggregate face amount
of any debt obligations to be issued or raised by the Debtors in
any Debt Financing including the face amount of any related
commitments) (i) that is in the form of debtor-in-possession
financing or (ii) that is (or is otherwise generally described
and/or marketed to the applicable Transaction Counterparties as
being) secured by first priority liens over any portion of the
Debtors' or any other person's assets, plus
(ii) 250 basis points (3.00%) of the aggregate face amount
of any debt obligations to be issued or raised by the Debtors in
any Debt Financing (including the face amount of any related
commitments) that is not covered by the foregoing subparagraph
14(c)(i) (and, for the avoidance of doubt, that is not in the form
of debtor-in-possession financing), plus
(iii) 400 basis points (5.00%) of the aggregate amount of
gross proceeds raised by the Debtors in any Equity Financing; plus
(iv) With respect to any other securities or indebtedness
issued that is not otherwise covered by subparagraph 14(c)(i)
above, such financing fees, underwriting discounts, placement fees
or other compensation as customary under the circumstances and
mutually agreed in advance by the Debtors and Guggenheim
Securities.
(d) Sale Transaction Fee. In the event the Debtors consummates a
Sale Transaction or enters into an agreement pursuant to which a
Sale Transaction is subsequently consummated, the Debtors will pay
Guggenheim Securities a Sale Transaction Fee in an amount equal to
the greater of (x) 2.00% of the Aggregate Sale Consideration
relating to the Sale Transaction and (y) $2,000,000; provided that
if the Acquiror for a Sale Transaction with respect to the Debtors'
"maintenance, repair and operating division" is the prospective
Acquiror identified to Guggenheim Securities by the Debtors as of
July 18, 2018, the Sale Transaction Fee on account of such Sale
Transaction shall be 1.25% of the Aggregate Sale Consideration
relating to the Sale Transaction. Any such Sale Transaction Fee
will be payable promptly upon the consummation of any Sale
Transaction.
(e) Expense Reimbursement. In addition to any fees payable by
the Company to Guggenheim Securities, the Company will, whether or
not any Transaction contemplated by the Engagement Letter will be
proposed or consummated, promptly reimburse Guggenheim Securities,
periodically upon request, for its reasonable travel expenses and
all other reasonable out-of-pocket expenses incurred in connection
with or arising out of the Engagement Letter, including Guggenheim
Securities' entering into the Engagement Letter, Guggenheim
Securities' activities under or contemplated by the Engagement
Letter or Guggenheim Securities' enforcing its rights thereunder,
including all fees, disbursements and other charges of any legal
counsel retained by Guggenheim Securities (without the requirement
that the retention of such legal counsel be approved by this Court)
and any other consultants and advisors retained by Guggenheim
Securities. The Company will also reimburse Guggenheim Securities,
at such times as Guggenheim Securities will request, for any sales,
use or similar taxes (including additions to such taxes, if any)
arising in connection with any matter referred to or contemplated
by the Engagement Letter.
Ronen Bojmel, senior managing director of Guggenheim Securities,
LLC, assured the Court that the firm is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code and
does not represent any interest adverse to the Debtors and their
estates.
Guggenheim Securities can be reached at:
Ronen Bojmel
GUGGENHEIM SECURITIES, LLC
330 Madison Avenue
New York, NY 10017
Tel: (212) 739-0700
About LBI Media
Headquartered in Burbank, California, LBI Media --
http://www.lbimedia.com/-- is a national television and radio
broadcasting company that was co-founded in 1987 by Lenard
Liberman, LBI's chief executive officer, and his father Jose
Liberman, who immigrated to the United States from Mexico in 1946.
LBI is a national media company that owns or licenses 27
Spanish-language television stations and radio stations in the
United States, as well as EstrellaTV, a Spanish-language television
broadcast network.
LBI Media Inc and more than 15 of its affiliates filed for
bankruptcy protection (Bankr. D. Del. Case No. 18-12655) on Nov.
21, 2018. CFO Brian Kei signed the petition.
The Debtors reported total assets of $238.7 million and total
liabilities of $532.9 million as of June 30, 2018.
Richards Layton & Finger, P.A. and Weil, Gotshal & Manges LLP serve
as counsel to the Debtors. Guggenheim Securities LLC has been
tapped as investment banker, Alvarez & Marsal North America LLC as
financial advisor, and Epiq Corporate Restructuring LLC as claims
and noticing agent.
LBI MEDIA: Hires Richards Layton as Co-Counsel
----------------------------------------------
LBI Media, Inc. and its debtor-affiliates seek authority from the
U.S. Bankruptcy Court for the District of Delaware to hire
Richards, Layton & Finger, P.A. as bankruptcy co-counsel.
LBI Media requires Richards Layton to:
a) advise the Debtors of their rights, powers and duties as the
Debtors and debtors in possession under chapter 11 of the
Bankruptcy Code;
b) take action to protect and preserve the Debtors' estates,
including the prosecution of actions on the Debtors' behalf, the
defense of actions commenced against the Debtors in these chapter
11 cases, the negotiation of disputes in which the Debtors are
involved and the preparation of objections to claims filed against
the Debtors;
c) assist in preparing on behalf of the Debtors all motions,
applications, answers, orders, reports and other papers in
connection with the administration of the Debtors' estates;
d) prosecute on behalf of the Debtors any chapter 11 plan that
may be proposed by the Debtors and seeking approval of all
transactions contemplated therein and in any amendments thereto;
and
e) perform other necessary or desirable legal services in
connection with these chapter 11 cases.
Richards Layton will be paid at these hourly rates:
Directors $710-$925
Counsel $610-$625
Associates $320-$595
Paraprofessionals $255
Professionals' current standard rates are:
Daniel J. DeFranceschi $875 per hour
Michael J. Merchant $750 per hour
Zachary I. Shapiro $610 per hour
Brendan J. Schlauch $480 per hour
Megan E. Kenney $320 per hour
Sarah E. Silveira $320 per hour
Rebecca V. Speaker $255 per hour
Prior to the Petition Date, Richards Layton received a total
payments in the amount of $105,906.00 as retainer, to serve as a
retainer and to cover fees and expenses.
Richards Layton will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Daniel J. DeFranceschi, partner of Richards Layton & Finger, P.A.,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtors and their
estates.
Richards Layton can be reached at:
Daniel J. DeFranceschi, Esq.
RICHARDS LAYTON & FINGER, P.A.
920 North King Street
Wilmington, DE 19801
Tel: (302) 651-7700
E-mail: DeFranceschi@rlf.com
About LBI Media
Headquartered in Burbank, California, LBI Media --
http://www.lbimedia.com/-- is a national television and radio
broadcasting company that was co-founded in 1987 by Lenard
Liberman, LBI's chief executive officer, and his father Jose
Liberman, who immigrated to the United States from Mexico in 1946.
LBI is a national media company that owns or licenses 27
Spanish-language television stations and radio stations in the
United States, as well as EstrellaTV, a Spanish-language television
broadcast network.
LBI Media Inc and more than 15 of its affiliates filed for
bankruptcy protection (Bankr. D. Del. Case No. 18-12655) on Nov.
21, 2018. CFO Brian Kei signed the petition.
The Debtors reported total assets of $238.7 million and total
liabilities of $532.9 million as of June 30, 2018.
Richards Layton & Finger, P.A. and Weil, Gotshal & Manges LLP serve
as counsel to the Debtors. Guggenheim Securities LLC has been
tapped as investment banker, Alvarez & Marsal North America LLC as
financial advisor, and Epiq Corporate Restructuring LLC as claims
and noticing agent.
LBI MEDIA: Hires Weil Gotshal as Bankruptcy Counsel
---------------------------------------------------
LBI Media, Inc. and its debtor-affiliates seek authority from the
U.S. Bankruptcy Court for the District of Delaware to hire Weil,
Gotshal & Manges LLP as attorneys for the Debtors.
The Debtors requires Weil to:
a. take all necessary actions to protect and preserve the
Debtors' estates, including the prosecution of actions on the
Debtors' behalves, the defense of any actions commenced against the
Debtors, the negotiation of disputes in which the Debtors are
involved and the preparation of objections to claims filed against
the Debtors' estates;
b. prepare on behalf of the Debtors, as debtors in possession,
all necessary motions, applications, answers, orders, reports and
other papers in connection with the administration of the Debtors'
estates;
c. take all necessary actions in connection with any chapter
11 plan and related disclosure statement and all related documents,
and such further actions as may be required in connection with the
administration of the Debtors' estates;
d. take all necessary actions to protect and preserve the
value of the Debtors' estates, including advising with respect to
the Debtors' affiliates and all related matters; and
e. perform all other necessary legal services in connection
with the prosecution of these chapter 11 cases; provided, that to
the extent Weil determines such services fall outside the scope of
services historically or generally performed by Weil as lead
Debtors' counsel in a bankruptcy case, Weil will file a
supplemental declaration.
Weil will be paid at these hourly rates:
Member and Counsel $910 to $1,350
Associates $490 to $885
Paraprofessionals $210 to $350
Weil Gotshal will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Ray Schrock, Esq., a Weil, Gotshal & Manges LLP, disclosed in a
court filing that his firm is a "disinterested person" as defined
in Section 101(14) of the Bankruptcy Code.
Consistent with the United State Trustees' Appendix B - Guidelines
for Reviewing Applications for Compensation and Reimbursement of
Expenses Filed Under 11 U.S.C. Sec. 330 by Attorneys in Larger
Chapter 11 Cases, which became effective on November 1, 2013, Mr.
Schrock attested that:
a. Weil did not agree to any variations from, or alternatives
to, its standard or customary billing arrangements for this
engagement;
b. None of Weil's professionals included in this engagement
have varied their rate based on the geographic location for these
chapter 11 cases;
c. From April through September 2018, Weil's hourly rates were
$990.00 to $1,500.00 for members and counsel, $535.00 to $975.00
for associates, and $230.00 to $385.00 for paraprofessionals. In
October 2018, Weil adjusted its standard billing rates for its
professionals in the normal course; and
d. Weil, in conjunction with the Debtors, is developing a
prospective budget and staffing plan for the chapter 11 cases.
Weil and the Debtors will review such budget following the close of
the budget period to determine a budget for the following period.
The firm can be reached through:
Ray C. Schrock, P.C.
WEIL, GOTSHAL & MANGES LLP
767 Fifth Avenue
New York, New York 10153
Tel: (212) 310-8000
Fax: (212) 310-8007
E-mail: ray.schrock@weil.com
About LBI Media
Headquartered in Burbank, California, LBI Media --
http://www.lbimedia.com/-- is a national television and radio
broadcasting company that was co-founded in 1987 by Lenard
Liberman, LBI's chief executive officer, and his father Jose
Liberman, who immigrated to the United States from Mexico in 1946.
LBI is a national media company that owns or licenses 27
Spanish-language television stations and radio stations in the
United States, as well as EstrellaTV, a Spanish-language television
broadcast network.
LBI Media Inc and more than 15 of its affiliates filed for
bankruptcy protection (Bankr. D. Del. Case No. 18-12655) on Nov.
21, 2018. CFO Brian Kei signed the petition.
The Debtors reported total assets of $238.7 million and total
liabilities of $532.9 million as of June 30, 2018.
Richards Layton & Finger, P.A. and Weil, Gotshal & Manges LLP serve
as counsel to the Debtors. Guggenheim Securities LLC has been
tapped as investment banker, Alvarez & Marsal North America LLC as
financial advisor, and Epiq Corporate Restructuring LLC as claims
and noticing agent.
LBI MEDIA: Taps Epiq Corporate as Administrative Advisor
--------------------------------------------------------
LBI Media, Inc., and its debtor-affiliates seek authority from the
U.S. Bankruptcy Court for the District of Delaware to hire Epiq
Corporate Restructuring, LLC, as administrative advisor.
LBI Media requires Epiq Corporate to:
(a) assist with, among other things, solicitation, balloting
and tabulation of votes, and prepare any related reports, as
required in support of confirmation of a chapter 11 plan, and in
connection with such services, process requests for documents from
parties in interest, including, if applicable, brokerage firms,
bank back-offices and institutional holders;
(b) prepare an official ballot certification and, if
necessary, testify in support of the ballot tabulation results;
(c) assist with the preparation of the Debtors' schedules of
assets and liabilities and statements of financial affairs and
gather data in conjunction therewith;
(d) provide a confidential data room, if requested;
(e) manage and coordinate any distributions pursuant to a
chapter 11 plan; and
(f) provide such other processing, solicitation, balloting and
other administrative services described in the Engagement
Agreement, but not included in the Section 156(c) Application, as
may be requested from time to time by the Debtors, the Court or the
Office of the Clerk of the Bankruptcy Court.
The firm's hourly rates are:
Clerical/Administrative Support $25 to $45
IT/Programming $65 to $85
Case Managers $70 to $165
Consultants/Directors/VPs $160 to $190
Solicitation Consultant $190
Executive VP, Solicitation $215
Executive No Charge
Kate Mailloux, senior director with Epiq Corporate Restructuring,
LLC, assured the Court that the firm is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code and
does not represent any interest adverse to the Debtors and their
estates.
Epiq can be reached at:
Kate Mailloux
EPIQ CORPORATE RESTRUCTURING, LLC
777 Third Avenue, 12th Floor
New York, NY 10017
Tel: (646) 282-2500
Fax: (646) 282-2501
About LBI Media
Headquartered in Burbank, California, LBI Media --
http://www.lbimedia.com/-- is a national television and radio
broadcasting company that was co-founded in 1987 by Lenard
Liberman, LBI's chief executive officer, and his father Jose
Liberman, who immigrated to the United States from Mexico in 1946.
LBI is a national media company that owns or licenses 27
Spanish-language television stations and radio stations in the
United States, as well as EstrellaTV, a Spanish-language television
broadcast network.
LBI Media Inc and more than 15 of its affiliates filed for
bankruptcy protection (Bankr. D. Del. Case No. 18-12655) on Nov.
21, 2018. CFO Brian Kei signed the petition.
The Debtors reported total assets of $238.7 million and total
liabilities of $532.9 million as of June 30, 2018.
Richards Layton & Finger, P.A. and Weil, Gotshal & Manges LLP serve
as counsel to the Debtors. Guggenheim Securities LLC has been
tapped as investment banker, Alvarez & Marsal North America LLC as
financial advisor, and Epiq Corporate Restructuring LLC as claims
and noticing agent.
LOCKWOOD HOLDINGS: Plan Exclusivity Extended to Jan. 1
------------------------------------------------------
The Hon. David R. Jones of the U.S. Bankruptcy Court for the
Southern District of Texas granted Lockwood Holdings, Inc. and
certain of its affiliates an extension of the Debtors' exclusive
period to solicit acceptances of Chapter 11 Plan through and
including Jan. 1, 2019.
The Debtors had asked the Court to extend the exclusive period to
solicit acceptances of the Chapter 11 Plan by an additional 60
days.
On Aug. 31, 2018, the Debtors and the Committee filed their Joint
Chapter 11 Plan. Since the filing of the Plan, the Debtors have
been diligently working to close the sales of substantially all of
their assets so that they can focus on winding down their estates.
Thus, the Debtors anticipated filing an amended Plan and Disclosure
Statement by the end of the month.
The Debtors believe that they have satisfied the requirements of
Sec. 1121(d), as well as the factors that courts generally examine
when determining whether to extend a debtor's exclusive periods.
Among other things, the Debtors have complied with the milestones
in the DIP credit agreement for selling substantially all of their
assets and filed the Plan prior to the expiration of the Filing
Exclusivity Period.
About Lockwood Holdings
Lockwood Holdings, Inc. -- https://www.lockwoodint.com/ -- is a
privately-owned company headquartered in Houston, Texas, that
offers carbon steel pipe, carbon steel fittings & flanges,
stainless steel pipe, stainless steel fittings & flanges, valves,
valve automation, and engineered products. The company also
provides services from MRO (maintenance, repair and operations) to
large-scale projects, including design, engineering, automation,
production, QA/QC, documentation, inspection, expedition and field
service. Other in-house capabilities include light manufacturing
and machining, modification, repair and NDE testing.
Lockwood Holdings, Inc., sought Chapter 11 protection (Bankr. S.D.
Tex. Case No. 18-30197) on Jan. 18, 2018. Its affiliates LH
Aviation, LLC (Case No. 18-30198) and Piping Components, Inc. (Case
No. 18-30199) filed voluntary petitions for relief under Chapter 11
of the Bankruptcy Code on Jan. 24, 2018.
The cases are jointly administered and are pending before Judge
David R Jones.
In the petitions signed by CEO Michael F. Lockwood, Lockwood
Holdings estimated assets in the range of $10 million to $50
million and $50 million to $100 million in debt. LH Aviation and
Piping Components estimated their assets in the range of $0 to
$50,000 and $50 million to $100 million in debt.
The Debtors tapped Jason S. Brookner, Esq., at Gray Reed & McGraw
LLP as counsel, and Spagnoletti & Co. as their special litigation
counsel. Imperial Capital, LLC, is the Debtors' investment banker;
and jetAVIVA, LLC, is the aircraft broker. The Court appointed
Keen-Summit Capital Partners, LLC as the Debtors' real estate
broker, and Imperial Capital, LLC as their investment banker.
The U.S. Trustee appointed an official committee of unsecured
creditors. The Committee tapped McKool Smith, P.C., as its legal
counsel, and Stout Risius Ross, LLC, as financial advisor.
LONGHORN MANUFACTURING: Unsecureds to Get Nothing Under Plan
------------------------------------------------------------
Longhorn Manufacturing and Sales, Inc., filed a combined disclosure
statement and plan of liquidation proposing zero recovery to
unsecured creditors.
The Debtor has unsecured claims totaling approximately $99,559.87.
The Debtor lists approximately $1,234,750 in assets with
$311,151.82 in secured claims. In a total liquidation, the Debtor
would have over $824,000 remaining after paying all debt in full.
This class of creditors is impaired because they will be paid at 0%
and forced to take their payment after the sale of the property.
Interest Holders are the parties who hold ownership interest in the
Debtor. The Debtor in this chapter 11 is an Arkansas corporation
with one shareholder, Sam Patton. The Debtor's Plan proposes no
payment to this individual other than what proceeds would be
remaining after all the valid creditors are paid.
The Debtor is a manufacturing company which formed in 2015. The
original incorporator was Sam Patton who holds a 100% interest in
this company. The Debtor's business focused primarily on the
manufacturing of tanks and other metal goods. It ceased operations
on or around the summer of 2018.
The Debtor will receive funding from the sale of the business
assets.
A full-text copy of the Disclosure Statement dated November 26,
2018, is available at:
http://bankrupt.com/misc/areb18-518bk72975-12.pdf
Longhorn Manufacturing and Sales, Inc., filed a voluntary Chapter
11 petition (Bankr. W.D. Ark. Case No. 18-72975) on November 2,
2018, and is represented by Donald A. Brady, Esq., at Brady &
Conner, PLLC.
MANSFIELD BOAT: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Mansfield Boat and RV Storage, LLC
605 Rutgers
Attn. Larry Reynolds
Lancaster, TX 75134
Business Description: Mansfield Boat and RV Storage, LLC operates
a self-storage facility in Mansfield, Texas.
Mansfield Boat & RV Storage is able to
accommodate RVs, cars, and boats.
Chapter 11 Petition Date: December 3, 2018
Court: United States Bankruptcy Court
Northern District of Texas (Dallas)
Case No.: 18-33926
Judge: Hon. Harlin DeWayne Hale
Debtor's Counsel: Herman A. Lusky, Esq.
LUSKY & ASSOCIATES, P.C.
P.O. Box 795812
Dallas, TX 75379-5812
Tel: (972) 386-3900
Fax: (800) 208-6389
E-mail: mail@lusky.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Larry Reynolds, general manager.
A full-text copy of the petition is available for free at:
The Debtor failed to submit a list of its 20 largest unsecured
creditors at the time of the filing.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/txnb18-33926.pdf
MATTEL INCORPORATED: Egan-Jones Lowers Sr. Unsecured Ratings to B+
------------------------------------------------------------------
Egan-Jones Ratings Company, on November 27, 2018, downgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by Mattel Incorporated to B+ from BB-.
Mattel, Inc. is an American multinational toy manufacturing company
founded in 1945 with headquarters in El Segundo, California.
MEMPHIS SPINE: U.S. Trustee Unable to Appoint Committee
-------------------------------------------------------
No official committee of unsecured creditors has been appointed in
the Chapter 11 case of Memphis Spine and Rehab Center, PLLC as of
Nov. 13, according to a court docket.
About Memphis Spine and Rehab Center
Memphis Spine and Rehab Center, PLLC --
http://www.thememphisspine.com-- is a healthcare company in
Germantown, Tennessee, that provides a variety of services
including physical therapy, massage therapy, chiropractic care,
nutritional guidance, respiratory therapy and primary care. It
serves the residents of Cordova, Memphis, Germantown, Collerville,
Bartlett, Lakeland and East Memphis.
Memphis Spine and Rehab Center sought protection under Chapter 11
of the Bankruptcy Code (Bankr. W.D. Tenn. Case No. 18-28084) on
September 27, 2018. At the time of the filing, the Debtor had
estimated assets of less than $50,000 and liabilities of $1 million
to $10 million.
The case has been assigned to Judge George W. Emerson Jr. The
Debtor hired the Law Office of Toni Campbell Parker as its legal
counsel.
MICHAEL WORLEY: Sale of 2008 Jeep Wrangler for $16,000 Approved
---------------------------------------------------------------
Judge Douglas D. Dodd of the U.S. Bankruptcy Court for the Middle
District of Louisiana authorized Dwayne M. Murray, the Chapter 11
Trustee of Michael Allen Worley, to sell the Debtor's interest in
the 2008 Jeep Wrangler, bearing VIN 1J8GA64138L637291, to Southeast
Auto Inc., for $16,000.
The sale is "as is, where is," with no warranties whatsoever,
whether express or implied; and free and clear of all Liens and
Claims. In the event such Liens or Claims would and/or do encumber
the Vehicle, such Liens and/or Claims will attach to the proceeds
of the Sale.
The Order will be immediately effective and executory upon entry on
the docket of the record of the case, and the 14-day stay provided
by Fed. R. Bankr. P. 6004(h) is abrogated and waived by the Order.
The Trustee is authorized to execute and deliver any and all sale
documents and any other documents necessary to effectuate the sale
of the Vehicle.
About Michael Allen Worley
Michael Allen Worley filed for Chapter 11 bankruptcy protection
(Bankr. M.D. La. Case No. 18-10017) on Jan. 8, 2018. Arthur A.
Vingiello, Esq., at Steffes, Vingiello & McKenzie, LLC, serves as
the Debtor's bankruptcy counsel.
Pursuant to the notice of appointment filed by the Office of the
United States Trustee, an Official Committee of Unsecured Creditors
has been appointed.
On July 10, 2018, the Court appointed Dwayne M. Murray as Chapter
11 trustee of the Estate and Kelly Hart & Pitre as counsel for the
Trustee.
MICHAEL WORLEY: Sale of Airstream Travel Trailer for $30,000 OK'd
-----------------------------------------------------------------
Judge Douglas D. Dodd of the U.S. Bankruptcy Court for the Middle
District of Louisiana authorized Dwayne M. Murray, the Chapter 11
Trustee of Michael Allen Worley, to sell the Debtor's interest in
the 2010 19' Airstream travel trailer, bearing VIN
1STCFAA13AJ524538, to Southeast Auto Inc., for $30,000 cash.
The sale is "as is, where is," with no warranties whatsoever,
whether express or implied; and free and clear of all Liens and
Claims. In the event such Liens or Claims would and/or do encumber
the Vehicle, such Liens and/or Claims will attach to the proceeds
of the Sale.
The Order will be immediately effective and executory upon entry on
the docket of the record of the case, and the 14-day stay provided
by Fed. R. Bankr. P. 6004(h) is abrogated and waived by the Order.
The Trustee is authorized to execute and deliver any and all sale
documents and any other documents necessary to effectuate the sale
of the Vehicle.
About Michael Allen Worley
Michael Allen Worley filed for Chapter 11 bankruptcy protection
(Bankr. M.D. La. Case No. 18-10017) on Jan. 8, 2018. Arthur A.
Vingiello, Esq., at Steffes, Vingiello & McKenzie, LLC, serves as
the Debtor's bankruptcy counsel.
Pursuant to the notice of appointment filed by the Office of the
United States Trustee, an Official Committee of Unsecured Creditors
has been appointed.
On July 10, 2018, the Court appointed Dwayne M. Murray as Chapter
11 trustee of the Estate and Kelly Hart & Pitre as counsel for the
Trustee.
MICHEAL MCIVOR: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------------
No official committee of unsecured creditors has been appointed in
the Chapter 11 case of Micheal McIvor, M.D. P.A. as of Nov. 8,
according to a court docket.
About Micheal McIvor, M.D. P.A.
Micheal McIvor, M.D. P.A. sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-20496) on August
28, 2018. At the time of the filing, the Debtor had estimated
assets of less than $1 million and liabilities of less than $1
million. The case has been assigned to Judge Laurel M. Isicoff.
MIDWAY OILFIELD: Has Until February 11 to Exclusively File Plan
---------------------------------------------------------------
The Hon. Marvin Isgur of the U.S. Bankruptcy Court for the Southern
District of Texas has signed an order extending the exclusive
period in which Midway Oilfield Constructors, Inc. may file and
solicit acceptance of a Chapter 11 plan through Feb. 11, 2019, and
if Midway files a Chapter 11 plan by Feb. 11, the exclusivity
period will be automatically extended through April 12, 2019, to
allow Midway an opportunity to confirm such Chapter 11 plan.
About Midway Oilfield Constructors
Midway Oilfield Constructors, Inc., provides construction services
to the upstream, midstream, and downstream sectors of the oil and
gas industry. Based out of Midway, Texas, Midway provides services
across the State of Texas and Oklahoma.
On Aug. 15, 2018, Midway Oilfield Constructors filed its voluntary
petition for relief under Chapter 11 of the Bankruptcy Code (S.D.
Tex. Case No. 18-34567). The Debtor estimated $1 million to $10
million in assets and $10 million to $50 million in liabilities as
of the bankruptcy filing. 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.
The Office of the U.S. Trustee on Nov. 14, 2018, appointed three
creditors to serve on the official committee of unsecured creditors
in the Chapter 11 case. The committee members are: (1) Buffalo Gap
Instrumentation & Electric Co. Inc.; (2) Sun Coast Resources, Inc.;
and (3) Baldwin Redi-Mix Co., Inc.
NATIONAL AUTO: Hires Berger Singerman as Counsel
------------------------------------------------
National Auto Lenders, Inc., seeks authority from the United States
Bankruptcy Court for the Southern District of Florida (Miami) to
hire Berger Singerman LLP as general counsel.
The professional services that BSLLP will render are:
(a) give advice to the Debtor with respect to its powers and
duties as debtor in possession and the continued management of its
business operations;
(b) advise the Debtor with respect to its responsibilities in
complying with the United States Trustee's Operating Guidelines and
Reporting Requirements and with the rules of the Court;
(c) prepare motions, pleadings, orders, applications,
adversary proceedings, and other legal documents necessary in the
administration of this chapter 11 case;
(d) protect the interests of the Debtor in all matters pending
before the Court; and
(e) represent the Debtor in negotiations with its creditors
and in the preparation of a plan.
The current hourly rates at Berger Singerman are:
Attorneys $295 to $725
Partners
- Paul Steven Singerman $695
- Jordi Guso $625
- Brian G. Rich $595
Associate Attorneys $295 to $395
Legal Assistants and Paralegals $85 to $240
Paul Steven Singerman, member of the law firm of Berger Singerman,
assures the Court that Berger Singerman neither holds nor
represents any interest adverse to the Debtor and is a
"disinterested person" within the scope and meaning of Section
101(14) of the Bankruptcy Code.
The firm can be reached at:
Paul Steven Singerman, Esq.
BERGER SINGERMAN LLP
1450 Brickell Avenue, Suite 1900
Miami, FL 33131
Tel: (305) 755-9500
Fax: (305) 714-4340
E-mail: singerman@bergersingerman.com
About National Auto Lenders
National Auto Lenders, Inc. -- http://www.nalenders.com/-- is a
non-prime auto finance company that purchases loans from auto
dealers. It has been established for more than 20 years and buys
loans in multiple states. National Auto Lenders is headquartered
in Miami, Florida.
National Auto Lenders, Inc. filed a voluntary petition for relief
under chapter 11 of title 11 of the United States Code (Bankr. S.D.
Fla. Case No. 18-24586) on Nov. 23, 2018. In the petition signed
by Dania Ramos-Infante, vice president, CFO, and COO, the Debtor
estimated $100 million to $500 million in assets and $50 million to
$100 million in liabilities. Judge Laurel M. Isicoff presides over
the case. Berger Singerman LLP, led by Paul Steven Singerman, is
the Debtor's counsel.
NATIONAL AUTO: Taps Development Specialists as Financial Advisor
----------------------------------------------------------------
National Auto Lenders, Inc., seeks authority from the U.S.
Bankruptcy Court for the Southern District of Florida (Miami) to
hire Development Specialists, Inc., as financial advisor to the
Debtor.
DSI has agreed to provide financial advisory services including,
but not limited to, performing an evaluation of the particulars of
a financial restructuring plan to be developed by the Debtor, as
well as provide general restructuring financial advisory services
to the Debtor. Working collaboratively with the Debtor and the
Debtor's other professionals, DSI will assist the Debtor in
evaluating and implementing strategic and tactical options through
the restructuring process.
DSI's current hourly rates are:
Senior Managing Directors $595 to $795
Managing Directors $325 to $500
Associates $140 to $320
Joseph J. Luzinski, senior managing director of Development
Specialists, 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.
Development Specialists can be reached at:
Joseph J. Luzinski
DEVELOPMENT SPECIALISTS, INC.
500 West Cypress Creek Rd., Suite 400
Fort Lauderdale, FL 33309
Tel: 305-374-2717
Fax: 305-374-2718
Email: jluzinski@dsi.biz
About National Auto Lenders
National Auto Lenders, Inc. -- http://www.nalenders.com/-- is a
non-prime auto finance company that purchases loans from auto
dealers. It has been established for more than 20 years and buys
loans in multiple states. National Auto Lenders is headquartered
in Miami, Florida.
National Auto Lenders filed a voluntary petition for relief under
chapter 11 of title 11 of the United States Code (Bankr. S.D. Fla.
Case No. 18-24586) on Nov. 23, 2018. In the petition signed by
Dania Ramos-Infante, vice president, CFO, and COO, the Debtor
estimated $100 million to $500 million in assets and $50 million to
$100 million in liabilities as of the bankruptcy filing. Judge
Laurel M. Isicoff is the case judge. Berger Singerman LLP, led by
Paul Steven Singerman, is the Debtor's counsel.
NATIONAL EVENTS: Exclusive Plan Filing Period Moved to Dec. 28
--------------------------------------------------------------
The Hon. James L. Garrity Jr. of the U.S. Bankruptcy Court for the
Southern District of New York granted a motion by National Events
of America Inc. and New World Events Group, Inc. (collectively,
"Corporate Debtors") for an extension of the exclusive period in
which the Corporate Debtors, alone, may file and solicit
acceptances of a chapter 11 plan through and including Dec. 28,
2018 and Feb. 28, 2019, respectively.
As reported by the Troubled Company Reporter on Oct. 29, 2018, the
Corporate Debtors sought a fourth extension of exclusivity to
continue the investigation being undertaken by Edward J. LoBello,
Esq., the Estate Fiduciary, with the goal of making progress
towards maximizing recoveries for the benefit of their estates by
achieving substantive consolidation through the anticipated Joint
Motion, or if substantive consolidation is not achieved,
promulgating a chapter 11 liquidating plan.
Most recently, the Estate Fiduciary and the chapter 7 Trustee of
the LLC Debtors' estates determined that filing a joint motion that
seeks entry of an order approving the substantive consolidation of
the Corporate Debtors' estates with the LLC Debtors' estates is in
the best interests of their respective creditors and estates. The
Estate Fiduciary and the Trustee anticipated filing the Joint
Motion in the very near future.
The Debtors described that the first few months of the Corporate
Debtors' cases were in large part focused on procedural matters and
a forensic analysis of the Corporate Debtors' electronic files and
data. The Estate Fiduciary had his accountants (EisnerAmper)
perform a forensic analysis and review of the Corporate Debtors'
electronic files. Through this investigation, the Estate Fiduciary,
his counsel and his accountants, have obtained voluminous documents
relating to the Corporate Debtors' operations and businesses. These
documents have enabled EisnerAmper to conduct a detailed forensic
analysis of the Corporate Debtors.
As a result, the Estate Fiduciary, with the support of his counsel
and EisnerAmper, has identified a number of specific targets for
avoidance actions and discovery. The Estate Fiduciary is in active
discussions with counsel to the Trustee overseeing the LLC Debtors'
cases regarding the forensic analyses prepared by EisnerAmper and
the LLC Debtors' financial advisor, Kroll, and the coordinated
pursuit of claims and discovery, as well as other administrative
and substantive matters relating to the manner in which the various
estates have interacted in the past and might interact on a
going-forward basis.
As part of this process, the second phase of Rule 2004 discovery
has recently begun, with the Estate Fiduciary seeking and obtaining
Rule 2004 discovery Orders regarding numerous discovery parties, in
addition to the Corporate Debtors' banks. Throughout this process,
the Estate Fiduciary has continued his investigation of claims by,
and potential claims against, the Corporate Debtors.
Further, the Estate Fiduciary, through counsel, has engaged in
discussions with counsel to FMP Agency Services, LLC and Falcon
Strategic Partners, L.P., regarding discovery in the nature of Rule
2004 discovery. This has resulted in Falcon providing, on an
informal and cooperative basis, documents to counsel for the Estate
Fiduciary and the Corporate Debtors, subject to an appropriate
confidentiality agreement.
Moreover, a bar date of Jan. 19, 2018 was set for the filing of
claims, and the Estate Fiduciary is also reviewing the claims that
were filed, and is reviewing the documents and other information
provided with those claims.
About National Events Holdings
National Events Holdings, LLC, et al., operate together a ticket
broker and wholesale distributor of tickets for sporting and
theatrical events that was formed in 2006. They provide ticketing
services for all concert, theater and sporting event tickets, as
well as various V.I.P. hospitality packages that deliver exclusive
access to big name events, including hotels, celebrity meet and
greets and exclusive parties.
National Events Holdings, et al., filed for Chapter 11 bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 17-11556) on June 5,
2017.
The Debtors' attorneys are Stephen B. Selbst, Esq., and Hanh V.
Huynh, Esq., at Herrick, Feinstein LLP, in New York. Timothy
Puopolo of RAS Management Advisors, LLC, is the Debtors' chief
restructuring officer.
ODYSSEY ACADEMY: S&P Affirms 'BB' Rating on 2015A/B Education Bonds
-------------------------------------------------------------------
S&P Global Ratings revised its outlook to stable from negative and
affirmed its 'BB' rating on Arlington Higher Education Finance
Corp., Texas' series 2015A education revenue bonds and series 2015B
taxable education revenue bonds, issued for Odyssey Academy Inc.
"The outlook revision to stable reflects our view of the academy's
improving maximum annual debt service coverage and liquidity in
fiscal 2018," said S&P Global Ratings credit analyst James
Gallardo. "In our opinion, senior management will continue to
maintain the school's debt service coverage and liquidity by
carrying out its budget strategy to control expenses and stabilize
operations."
S&P said, "We assessed Odyssey Academy's enterprise profile as
adequate, characterized by stable demand with healthy enrollment
growth, good academics, and a good charter standing with the
authorizer. We assessed Odyssey Academy's financial profile as
vulnerable, with a weak liquidity position, negative operating
margins, weak maximum annual debt service (MADS) coverage, and a
moderately high debt burden. Combined, we believe these credit
factors lead to an indicative stand-alone credit profile of 'bb'
and a final long-term rating of 'BB'."
The 'AAA' long-term rating is based on the academy's inclusion in
the Texas Permanent School Fund Bond (PSF) Guarantee Program. This
report and the rating actions being taken reflect only the
underlying characteristics of the charter school and do not assess
the enhancement program or the school's qualification under that
program.
S&P said, "The stable outlook on the 'AAA' long-term rating
reflects our opinion of the Texas PSF's strength and liquidity.
"The stable outlook on the 'BB' rating reflects our view that the
school will continue to produce positive financial operations,
maintain modest MADS coverage, and increase its cash position. We
anticipate the school's demand profile will continue to reflect
healthy enrollment growth, excellent student retention, and
sufficient academics.
"We could lower the rating if management is unable to stabilize
operations and operating margins weaken; if liquidity deteriorates
from current levels; or if the academy violates any financial
covenants, and it is considered an event of default with resulting
bondholder action. In addition, we would view negatively a
significant decline in enrollment that would further pressure
financial operations.
"We could consider a positive rating action if the school achieves
a trend of positive operating margins on a full-accrual basis,
maintains current MADS coverage, and grows its cash position to
levels that are commensurate with a higher rating."
The school has about $17.4 million of debt.
ONEBADA INC: Trustee's $538,000 Sale of La Palma Business Approved
------------------------------------------------------------------
Judge Sheri Bluebond of the U.S. Bankruptcy Court for the Central
District of California authorized Timothy Yoo, the Chapter 11
trustee for Onebada Inc., to sell 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 $538,333.
A hearing on the Motion was held on Nov. 14, 2018 at 10:00 a.m.
The sale is free and clear of all claims, liens and interests,
including, without limitation, the claims, liens and interests of
Bank of Hope (as successor to BBCN Bank), Quentin Meats, and
Merchant Advance Pay, Inc., and the claims, liens and interest of
these creditors will attach to the proceeds of the sale.
The Overbid Procedures described in the Motion are approved in
their entirety, except that the bidding increments at the Auction
was at least $10,000.
The Lease between the Debtor and Onesan, LLC is assigned to the
Buyer effective as of the closing of the sale of the Property to
the Buyer.
The 14-day stay period set forth in Rule 6004(h) of the Federal
Rules of Bankruptcy Procedure is waived.
In the event that the Buyer cannot timely complete the purchase of
the Combined Assets, the Trustee and Elissa Miller are authorized
to proceed with the sale of the Combined Assets to Christine and
Eddy Chavez for the combined purchase price of $4,805,000 (of which
$535,000 is to be the purchase price payable for the Property, and
$4.27 million is to be the purchase price payable for the Real
Property).
The Property to be sold to the Buyer will not include the Debtor's
liquor license, provided, however, and subject to the Trustee's
agreement and acceptance, the Trustee is authorized without further
order of the Court (but not required) to sell the liquor license to
the Buyer for the sum of $50,000 in an "as is, where is" condition,
with no representations or warranty, but free and clear of all
liens and interests.
In the event the Trustee elects to sell the Debtor's liquor license
to the Buyer, the sale of the liquor license will not in any way
impact, modify or delay the closing of the sales of the Property
and the Real Property, and there will be no conditions to the sale
of the liquor license and the Buyer will bear all burdens and risks
associated with the successful approval and transfer of the liquor
license.
Upon closing of the sale of the Property, the Trustee is authorized
to pay all Cure Amount, commissions to the estate's brokers, and
costs of sale including, without limitation, any delinquent taxes,
at closing and out of escrow. Other than the foregoing, the
Trustee will not disburse the proceeds of the sale without further
order of the Court.
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.
PLAYHUT INC: Seeks Jan. 28 Exclusive Filing Period Extension
------------------------------------------------------------
Playhut, Inc., asks the U.S. Bankruptcy Court for the Central
District of California for a second extension of time in which it
has the exclusive right (i) to file a disclosure statement and plan
of reorganization, and (ii) to obtain acceptance of a chapter 11
plan of reorganization, to and including Jan. 28, 2019 and March
28, 2019, respectively.
Unless extended, the Debtor's exclusivity periods for filing and
obtaining acceptance of a plan of reorganization will expire Nov.
28, 2018 and Jan. 28, 2019, respectively, pursuant to the Order
entered Oct. 11, 2018. The Court has set Dec. 17, 2018 as the
deadline for Debtor to file a Disclosure Statement and Plan.
Since the commencement of this case, Debtor has been working with
its primary secured creditor Preferred Bank for use of cash
collateral and a final resolution was entered after the sale
closed. Preferred Bank holds senior liens against Playhut secured
by its assets, with total outstanding indebtedness in the
approximate amount of $6,152,614.
The Debtor sought and obtained approval from the Court, on October
3, 2018, to sell substantially all of its assets to Basic Fun,
Inc.
The Debtor asserts that cause exists to extend the Exclusivity
Periods because there are issues that need to be resolved following
the sale before Debtor can file any plan of reorganization, which
will likely be a joint Plan with the Committee. Moreover, the
Debtor has been working cooperatively with Preferred Bank and the
Committee concerning cash collateral and the Sale Process. The
Debtor claims that it is not seeking an extension to pressure
creditors but rather, it expects that an extension will inure to
the benefit of creditors with valid claims against the assets.
About Playhut, Inc.
Playhut, Inc. -- https://www.playhut.com/ -- is a toy producer
based in City of Industry, California, offering innovative toys
such as indoor and outdoor play structures, baby structures, dolls,
and plushes. Founded in 1992, Playhut's products are sold North
and South Americas, Europe, Asia, and Australia. The company also
partners with major retailers such as Walmart, Target, Kmart, Toys
'R' US, Costco, Amazon, QVC, JC Penney and licensed brands such as
Disney, Marvel, Nickelodeon, HiT, Lucasfilms.
Playhut, Inc., filed a Chapter 11 petition (Bankr. C.D. Cal. Case
No. 18-15972) on May 24, 2018. In the petition signed by Zu Zheng,
president, the Debtor estimated $1 million to $10 million in assets
and $10 million to $50 million in liabilities. The Hon. Julia W.
Brand is the case judge.
Robert P. Goe, and Stephen Reider, at Goe & Forsythe, LLP, serve as
general bankruptcy counsel to the Debtor; and Armory Consulting
Co., as its financial advisor. The Court appointed James Wong as
Playhut's CRO effective as of July 11, 2018.
Peter C. Anderson, the U.S. Trustee for the Central District of
California, on June 28, 2018, appointed an official committee of
unsecured creditors. The committee members are: (1) East West
Associates, Inc.; (2) Changzhou Kangyuan Plastic Co. Ltd; and (3)
Yancheng Changhua Outdoor Products Co., Ltd. The Committee
retained Fox Rothschild LLP as counsel.
QUAD/GRAPHICS INC: S&P Affirms 'BB-' ICR Amid Financing Plans
-------------------------------------------------------------
Sussex, Wisc.-based commercial printer Quad/Graphics Inc. has
announced the financing plans for its proposed acquisition of LSC
Communications Inc. The proposed senior secured debt issuance will
support Quad's recently announced all-stock acquisition of LSC,
valuing the company at $1.4 billion, and the assumption of LSC's
debt. The proposed senior secured credit facility will be used to
refinance existing debt at Quad and LSC, and pay related
transaction costs.
S&P Global Ratings affirmed its 'BB-' issuer credit rating on Quad
following its review of the company's acquisition integration plans
and financial policy. S&P said, "We removed all our ratings from
CreditWatch, where we placed them with negative implications on
Oct. 31, 2018. At the same time, we assigned our 'BB-' issue-level
rating and '3' recovery rating to the company's proposed senior
secured credit facilities. The '3' recovery rating indicates our
expectation for meaningful (50%-70%; rounded estimate: 55%)
recovery in the event of a payment default."
The negative outlook reflects the meaningful execution risk of
integrating and restructuring LSC operations while maintaining
sufficient EBITDA and cash flow generation such that leverage
remains comfortably below 3.5x. While S&P believes that Quad has
the willingness and management capability to maintain leverage
below the mid-3x area over the next two years, the risk of
accelerated print industry volume declines, continued pricing
pressures, macroeconomic downturns, or operational challenges that
could increase leverage or reduce cash flow generation are
meaningful.
S&P said, "The negative outlook reflects the risk that Quad's
leverage could remain elevated above our 3.5x rating threshold for
a prolonged period as it seeks to fully integrate LSC through
restructuring and cost efficiency initiatives. In our view,
declining industry fundamentals heighten the risk that unexpected
execution and integration challenges could result in debt leverage
remaining high despite Quad's operating track record.
"We could lower the issuer credit rating if we expect Quad's
leverage to exceed 3.5x or its FOCF to debt to fall below 15% for a
prolonged period. This could result from delayed net cost savings
from the acquisition of LSC, accelerating organic revenue declines
in the high-single-digit percentage area, and EBITDA margin
declines due to the difficulties reducing costs in line with
revenue declines. Furthermore, we could lower the rating if its
debt covenant cushion declines below 15% or if it pursues
significant debt funded acquisitions or shareholder friendly
initiatives.
"We could revise the outlook to stable if the company successfully
integrates LSC operations and achieves cost efficiencies such that
we become convinced leverage will remain comfortably below 3.5x.
This scenario would likely include integration activities to be
completed within 18 months from transaction close, prudent
operating expenditure management, and the use of substantially all
free cash flow after dividend payments for debt repayment."
QUALITY CONSTRUCTION: Unsecureds to Get $1MM Over 21 Quarters
-------------------------------------------------------------
Quality Construction & Production, LLC, Quality Production
Management, LLC, Traco Production Services, Inc., and Quality
Acquisition Company, LLC, filed a joint Chapter 11 plan and
accompanying disclosure statement proposing the following
classification and treatment of claims:
Class 1 - Secured Claim of Midsouth Bank is impaired. The bank has
a claim against the Debtors, as of the date of filing, in the
approximate amount of $15,455,880.14. This claim is secured by a
first mortgage on the Debtors' real estate, accounts receivable,
cash, and most of the Debtors' equipment. MidSouth Bank's entire
claim will be refinanced in exchange for a lump sum payment of
$9,500.000.00. The sources of the funds for this refinancing will
be Marquette Commercial Finance (approximately $7,500,000.00), the
Debtors' cash on hand (approximately $1,500,000.00), and
$500,000.00 in new value to be contributed by Nathan Granger and
Troy Collins. In exchange for the lump sum payment, MidSouth will
cancel all of its notes and release all of its collateral and
guaranties.
Class 2 - Secured Claim Of Pedestal Bank is impaired. Pedestal Bank
has a claim against the Debtors in the amount of $1,578,311.45
which is secured by a first priority security interest in various
vehicles, heavy equipment and welding equipment owned by the
Debtors. This claim will be treated as fully secured. This secured
claim will be amortized over ten (10) years with interest at the
rate of 7% per annum with payments in the amount of $18,348.00 per
month. The first payment will become due on November 1, 2018.
Class 3 - Secured Claim Of Ford Motor Credit is impaired. Ford has
secured claims against the Debtors in the total amount of
$126,713.72, including $57,649.92 for QCP and $69,063.80 for Traco.
These claims are secured by mortgages on various Ford vehicles
owned by the Debtors. These claims will be treated as fully
secured. These secured claims will be amortized over five (5) years
with interest at the rate of 6.5% per annum with payments in the
amount of $2,479.00 per month. The first payment will become due on
the first day of the month that is at least 30 days after the
Effective Date. Subsequent payments will be made on the first day
of each month thereafter.
Class 4 - Secured Claim Of Fidelity Bank is impaired. Fidelity has
filed a secured claim against the Debtors in the total amount of
$60,748.67. This claim is secured by a mortgage on QCP’s 2017 GMC
Yukon. This claim will be treated as fully secured. This secured
claim will be amortized over five (5) years with interest at the
rate of 6.5% per annum with payments in the amount of $1,189.00 per
month. The first payment will become due on the first day of the
month that is at least 30 days after the Effective Date. Subsequent
payments will be made on the first day of each month thereafter.
Class 5 - Secured Claim Of Ally is impaired. Ally has filed a
secured claim against the Debtors in the total amount of $10,682.92
. This claim is secured by mortgages on 2012 Ford E350 van and 2014
Ford F150 pickup truck. This claim will be treated as fully
secured. This secured claim will be amortized over five (5) years
with interest at the rate of 6.5% per annum with payments in the
amount of $209.00 per month. The first payment will become due on
the first day of the month that is at least 30 days after the
Effective Date. Subsequent payments will be made on the first day
of each month thereafter.
Class 6 - Unsecured Claims is impaired. All allowed unsecured
claims will be paid a pro-rata portion of quarterly payments until
a total of $1,000,000.00 has been paid. The quarterly payments will
be in the amount of $47,619.05 per quarter for (21) quarters. Said
payments shall not bear any interest. The first quarterly payment
will be due the first day of the quarter that is at least 30 days
after the Effective Date. Subsequent payments will be made on the
first day of each quarter thereafter. The payments will be
completed in seven years
Class 7 - Claims Of Member Interests is impaired. The Debtors’
members, Troy Collins and Nathan Granger, will retain their
ownership interests in the Debtors by providing $500,000.00 in new
value to the Debtors in order to buy back their membership
interests.
The Debtors will continue to operate the three current divisions,
QCP, QPM, and Traco, in order to generate income which will allow
the Debtors to make payments under this Plan.
A hearing will be held on January 8, 2019 at 10:00 AM to consider
the adequacy of the disclosure statement and any objections or
modifications thereto; the fixing of a time within which the
holders of claims and interests may accept or reject the Plan; and
the fixing of a date for the hearing on confirmation of the Plan.
Objections, if any, to the proposed disclosure statement or
modifications thereto, must be in writing and filed with the Clerk
of Court at least seven full business days before the hearing.
A full-text copy of the Disclosure Statement dated November 26,
2018, is available at:
http://bankrupt.com/misc/lawb18-1850303-363.pdf
Counsel for the Debtors:
Tom St. Germain, Esq.
Weinstein & St. Germain, LLC
1414 NE Evangeline Thwy
Lafayette, LA 70501
Telephone: (337) 235-4001
Telecopier: (337) 235-4020
E-mail: tstgermain@weinlaw.com
About Quality Construction & Production
Quality Construction & Production, LLC, and its subsidiaries
operate a group of oilfield service companies in the areas of
onshore and offshore fabrication, installation, and production
operations in Youngsville, Louisiana, and together employ
approximately 850 people. The Company's onshore fabrication
services include spool piping, production modules, manifolds, deck
extensions, and riser guards and clamps. QCP's offshore services
include hook-ups, facilities maintenance/upgrades, compressor
installations and field welding. Quality Construction was founded
by Nathan Granger and Troy Collins in 2001.
Quality Construction & Production, LLC, and three affiliates sought
Chapter 11 protection (Bankr. W.D. La. Lead Case No. 18-50303) on
March 16, 2018. In the petition signed by Nathan Granger,
president, Quality Construction estimated $10 million to $50
million in assets and debt.
The Hon. Robert Summerhays is the case judge.
The Debtors tapped Weinstein & St. Germain, LLC, as their
bankruptcy counsel; Elmore Consulting, LLC, as financial
consultant; and Donlin, Recano & Company as claims and noticing
agent.
The Office of the U.S. Trustee for Region 5 appointed an official
committee of unsecured creditors on April 23, 2018. The Committee
hired H. Kent Aguillard as counsel.
QUE GOLAZO: Seeks 30 Days Exclusivity Period Extension
------------------------------------------------------
Que Golazo Inc. requests the U.S. Bankruptcy Court for the District
of Puerto Rico for an extension of 30 days to file the Disclosure
Statement and Plan of Reorganization including the Exclusivity
Period, and further requests that the deadline to obtain votes for
the Plan be extended for 60 days after the order approving the
Disclosure Statement is entered.
The Debtor submits that cause exist to warrant requested extension,
considering that:
(a) The Debtor is still in the process of evaluating an
objection to a proof of claim if in case an agreement is not
reached with its creditor.
(b) The Debtor is meeting its obligations as
debtor-in-possession, including, but not limited to, filing of
Monthly Operating Reports and paying of quarterly fees.
(c) Any extension of time will not harm the creditors but it
will rather increase the possibilities of a successful
reorganization.
(d) The Debtor is seeking extension in good faith and without
any intent to cause undue delay to the proceedings.
About Que Golazo
Based in San Juan Puerto Rico, Que Golazo, Inc., filed a Chapter 11
petition (Bankr D.P.R. Case No. 18-01468) on March 19, 2018. In the
petition signed by its president, Horacio Tierno Copioli, the
Debtor estimated assets of less than $50,000 and debt under
$500,000. Mary Ann Gandia-Fabian, Esq., at Gandia-Fabian Law
Office, is the Debtor's counsel, and Jimenez Vazquez & Associates,
PSC, is the accountant.
RGIS HOLDINGS: S&P Cuts Ratings to CCC+ on Convenant Violation
--------------------------------------------------------------
Operating performance at Auburn Hills, Mich.-based inventory
services and data collection company RGIS Holdings LLC continues to
worsen as a result of persistent high operating costs and ongoing
consolidation in the retail industry. As of Sept. 30, 2018, S&P
Global Ratings' preferred equity adjusted debt-to-EBITDA leverage
was excessive, over 19x.
S&P now forecasts that the company will breach its 5.5x total
leverage covenant for the quarter ending March 31, 2019. As a
result, on Dec. 3, 2018, S&P is lowering its issuer and senior
secured credit facility ratings to 'CCC+' from 'B-'. The recovery
rating on the senior secured credit facility remains '3'.
S&P said, "At the same time, we placed all our ratings on
CreditWatch with negative implications. The CreditWatch placement
indicates the possibility that we could lower our ratings by one or
more notches over the next 30-90 days if the company breaches its
covenants or if we are convinced the company will default, consider
a distressed exchange, or file for bankruptcy.
"The downgrade of RGIS reflects our expectation that the company
will violate its total leverage covenant for the quarter ending
March 31, 2019, and our uncertainty that the firm's equity sponsor,
The Blackstone Group, will invest additional capital into the
company given its excessive leverage (S&P Global Ratings-adjusted
debt of 19x-21x through 2019 or 7x-8x excluding preferred shares)
and challenged business outlook."
The financial maintenance covenant steps down to 5.5x from 6x for
the fiscal quarter ending Dec. 31, 2018. The bank covenant
calculation allows for the EBITDA add-back of restructuring costs
and run-rate costs saving, among other things, and allows the
company to net unrestricted cash. S&P expects a 2%-4% EBITDA
covenant cushion in the quarter ending Dec. 31, 2018, declining to
negative 2% to negative 5% in the quarter ending March 31, 2019,
and through June 31, 2019. The credit agreement allows for the
company to cure a covenant violation (no more than two cures over
the last four consecutive quarters and a maximum of three in
aggregate) within 10 days of the financial statement due date. The
company's annual financial statements are due 90 days after
year-end and a quarterly financial statement within 45 days.
S&P said, "The CreditWatch placement indicates the possibility that
we could lower our ratings by one or more notches over the next
30-90 days if the company breaches its covenants or if we are
convinced the company will default, consider a distressed exchange,
or file for bankruptcy.
"We could consider removing the ratings from CreditWatch or raising
them if we believe the company's capitalization will support RGIS
longer-term business sustainability."
RITE AID: Egan-Jones Lowers Senior Unsecured Ratings to B
---------------------------------------------------------
Egan-Jones Ratings Company, on November 27, 2018, downgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by Rite Aid Corporation to B from B+. EJR also
downgraded the rating on commercial paper issued by the Company to
B from A3.
Rite Aid Corporation is a drugstore chain in the United States. The
company ranked No. 94 in the 2018 Fortune 500 list of the largest
United States corporations by total revenue. It is headquartered in
Camp Hill, East Pennsboro Township, Cumberland County,
Pennsylvania, near Harrisburg.
RM HOLDCO: Seeks March 4 Exclusive Plan Filing Period Extension
---------------------------------------------------------------
RM Holdco LLC, and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Delaware to extend the exclusive periods
for the filing and soliciting acceptances of a chapter 11 plan
through and including March 4, 2019, and May 2, 2019,
respectively.
Prior to the Petition Date, the Debtors, in consultation with their
professional advisors, engaged in a comprehensive marketing process
to potential investors, which process yielded three third party
bids for substantially all of the Debtors' assets. The Debtors
also received a bid from Z Capital Group, whom the Debtors
ultimately selected as the stalking horse bidder for the Assets.
On the Petition Date, the Debtors filed its Bidding Procedures
Motion to facilitate a value-maximizing sale process for
substantially all of their Assets. After the entry of the Bidding
Procedures Order, the Debtors, in consultation with their
professional advisors, continued to market their Assets in an
effort to generate the highest and best bid for such Assets or a
subset thereof. However, the Debtors did not receive any Qualified
Bids other than the Stalking Horse APA by the Bid Deadline.
Subsequently, the auction for the Assets was cancelled. Since no
auction was held, the Stalking Horse Bidder was deemed the
Successful Bidder and the Stalking Horse APA was rendered the
Successful Bid.
The Court approved the sale of the Assets and the assumption and
assignment of certain executory contracts and unexpired leases to
FM Restaurants (PT), LLC, pursuant to the Stalking Horse APA, and
the Sale closed on Oct. 29, 2018.
In addition, the deadline to file (i) prepetition claims against
the Debtors' estates and (ii) administrative expense claims arising
between the Petition Date and Oct. 10, 2018, was established as
Nov. 15, 2018. As of Nov. 30, 2018, the Debtors are in the process
of reviewing the claims filed against the Debtors' estates by the
Bar Date and, upon further diligence in connection therewith, the
Debtors will determine whether they have sufficient assets to
pursue a chapter 11 plan and make distributions to various
creditors in connection therewith or otherwise.
While the Debtors are working diligently with the Purchaser to
bring these Chapter 11 Cases to an orderly and efficient
conclusion, including analyzing claims asserted against the
estates, the Debtors have not yet had sufficient time to complete
that process. Therefore, given that the Sale and various tasks
incidental to the commencement of the Chapter 11 cases have
consumed a significant amount of the time, energy, and resources of
the Debtors and their professional advisors to date, the Debtors
believe that it is reasonable to request additional time to
determine whether a chapter 11 plan is feasible under the
circumstances.
About RM Holdco LLC
RM Holdco, LLC and its subsidiaries --
http://www.realmexrestaurants.com/-- operate the Chevys Fresh Mex,
El Torito, and other full-service Mexican restaurant brands. As of
August 2018, RM (a) operated 69 restaurants, of which 61 are
located in California and the remainder in six other states and (b)
franchised 11 restaurants in seven other states. The Company owns
and operates restaurants in California, Florida, Maryland, New
York, Oregon, Virginia, and Washington. The Company franchises
restaurants in Florida, Illinois, Maryland, Minnesota, Missouri,
New Jersey, and South Dakota. RM has approximately 4,600 full-time
and part-time employees.
RM is majority-owned by affiliated entities of Tennenbaum Capital
Partners and Z Capital Group. In March 2012, RM purchased out of
bankruptcy substantially all of the assets of certain corporate
entities then operating the Real Mex family of restaurants.
RM Holdco, LLC, and its subsidiaries sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 18-11795) on Aug. 5, 2018. RM Holdco
estimated assets in the range of $50 million to $100 million and
100 million to $500 million in debt.
The Debtors tapped Sidley Austin LLP and Young Conaway Stargatt &
Taylor, LLP as legal counsel; Alvarez & Marsal North America, LLC
as restructuring advisor; and Piper Jaffrey & Co. as investment
banker. Kurtzman Carson Consultants LLC is the claims and noticing
agent.
S&C TEXAS INVESTMENTS: U.S. Trustee Unable to Appoint Committee
---------------------------------------------------------------
The Office of the U.S. Trustee on Nov. 8 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of S&C Texas Investments, Inc.
About S&C Texas Investments
S&C Texas Investments, Inc., is an amusement park operator and
investor whose current assets include the Sky Zone Westborough and
Sky Zone Wallingford amusement centers.
S&C Texas Investments, Inc., based in Cypress, TX, filed a Chapter
11 petition (Bankr. S.D. Tex. Case No. 18-35668) on Oct. 8, 2018.
In the petition signed by Ryan Swift, president, the Debtor
disclosed $857,373 in assets and $8,862,438 in liabilities. The
Hon. David R. Jones presides over the case. Margaret M. McClure,
Esq., at the Law Offices of Margaret M. McClure, serves as
bankruptcy counsel.
STERLING INTERMEDIATE: S&P Alters Outlook to Neg. & Affirms B ICR
-----------------------------------------------------------------
Increased customer attrition, weaker-than-expected top-line growth,
and rising costs have pressured New York City-based employee
background screening company Sterling Intermediate Corp.'s
operating performance, resulting in leverage spiking to the high-7x
area. At the same time, Sterling has initiated various
restructuring, new product development, and efficiency initiatives
that result in additional costs.
Accordingly, S&P Global Rating is revising its rating outlook to
negative from stable and affirming all ratings, including the 'B'
issuer credit rating.
The rating outlook revision reflects Sterling's weak operating
performance, a sharp leverage increase, and high execution risk
turning around sales performance given the competitive operating
environment and the need to develop or enhance the competitive
appeal of its product portfolio. For the last 12 months ended Sept.
30, 2018, leverage increased to 7.9x from 6.5x at 2017 year-end and
EBITDA margins declined by over 200 basis points. Though S&P
expects 2019 revenues to remain pressured, it anticipates that
revenue stabilization in the first half of 2019 and a decline in
one-time costs could increase adjusted EBITDA margins back to the
low-20% area, supporting deleveraging to around 7x by the end of
2019.
S&P said, "The negative outlook reflects the risk that the company
fails to turn around its operating performance, stem the pace of
customer attrition, or stabilize revenues by the first half of
2019, causing leverage to be sustained in the high-7x. However,
under our base-case forecast, we expect the company to make steady
progress executing on its business improvement initiatives and
expect leverage to decline to 7x by the end of 2019.
"We could lower our ratings over the next 6-12 months if the
turnaround in operating performance takes longer than expected and
revenues fail to stabilize by early 2019. In this scenario, we
would forecast leverage sustained above 7.5x, expect high ongoing
customer attrition rates, soft new customer wins, or additional
restructuring costs.
"We could revise our outlook to stable if Sterling executes on its
repositioning plan, leverage declines to and is sustained below 7x,
and free operating cash flow (FOCF) to debt approaches 5%. In this
scenario, product and sales investments translate into improved
customer retention rates, new business, and expanding profit
margins."
SUMMIT FINANCIAL: Attempt to Extend Exclusivity Period Denied
-------------------------------------------------------------
Bankruptcy Judge Raymond B. Ray has entered an order denying Summit
Financial Corp.'s Motion to Extend Exclusivity Period in which
Debtor may file plan, after consideration of Summit's Motion, the
Official Committee's Objection to the Motion, and Bank of America,
N.A.'s Joinder to the Objection.
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 Debtor hired Garnet Capital Advisors LLC as Investment Banker
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.
SWIFT STAFFING: Allowed to File Chapter 11 Plan by Dec. 1
---------------------------------------------------------
Judge Selene D. Maddox of the U.S. Bankruptcy Court for the
Northern District of Mississippi, through an order entered on Nov.
26, 2018, allowed Swift Staffing Holdings, LLC to file its
Disclosure Statement and Plan on or before Dec. 1, 2018.
As reported by the Troubled Company Reporter on Oct. 30, 2018,
Swift Staffing has reached an agreement with the U.S. Trustee to
file its Disclosure Statement and Plan of Reorganization on or
before Dec. 1.
About Swift Staffing Holdings
Swift Staffing Holdings, LLC, is a full-service provider of
staffing services with offices across the United States. Swift
Staffing sought Chapter 11 protection (Bankr. N.D. Miss. Case No.
18-10616) on Feb. 21, 2018. In the petition signed by Rodney Clay
Dial, manager, the Debtor estimated assets and liabilities in the
range of $1 million to $10 million. The case is assigned to Judge
Jason D. Woodard. The Debtor tapped Craig M. Geno, Esq., at Law
Offices of Craig M. Geno, PLLC, as counsel; and Jewel Bunch as
consultant.
On Feb. 27, 2018, the bankruptcy cases of Swift Staffing Arkansas,
LLC (Case No. 18-10626), Swift Staffing Alabama, LLC (Case No.
18-10627), Swift Staffing Georgia, LLC (Case No. 18-10628), Swift
Staffing North Carolina, LLC (Case No. 18-10629), Swift Staffing
Florida, LLC (Case No. 18-10630), Swift Staffing Mississippi, LLC
(Case No. 18-10631), Swift Staffing Tennessee, LLC (Case No.
18-10632), Swift Staffing Pennsylvania, LLC (Case No. 18-10633),
and Rockhill Staffing Texas, LLC (Case No. 18-10634) were
administratively consolidated into the bankruptcy cases of Swift
Staffing Holdings, LLC (Case No. 18-10616).
T BAR W PROPERTIES: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: T Bar W Properties, Inc.
P.O. Box 6176
Tyler, TX 75711-6176
Business Description: T Bar W Properties, Inc. is a privately held
company in Tyler, Texas, in the cattle
ranching and farming business.
Chapter 11 Petition Date: December 3, 2018
Court: United States Bankruptcy Court
Eastern District of Texas (Tyler)
Case No.: 18-60770
Debtor's Counsel: Michael E. Gazette, Esq.
LAW OFFICES OF MICHAEL E GAZETTE
100 East Ferguson Street, Ste. 1000
Tyler, TX 75702
Tel: (903) 596-9911
E-mail: megazette@suddenlinkmail.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by John H. Wampler, president.
The Debtor failed to include in the petition a list of its 20
largest unsecured creditors.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/txeb18-60770.pdf
TEMPEST GROUP: Cuts Estimated Unsecured Claim Amount to $40K
------------------------------------------------------------
Tempest Group, LLC, filed a further amended disclosure statement
explaining its amended plan to, among other things, disclose that
the secured claim has been reduced to the value of the collateral
at $135,000 by the consent of the parties and reducing the
estimated amount of general unsecured claims to $40,724 from
$1,052,388.
Under the further amended Plan, Class 2 - Select Portfolio
Servicing Inc. with amount owed $102,355.74. It is formerly Bank of
America, the holder of a first mortgage, on rental property located
at 1328 Virginia Ave., Monaca, PA 15061, will be modified by this
plan. The secured claim, as determined by an adversary action and
their Modified secured claim will be reduced to the value of the
collateral. The Debtor will restructure the modified secured claim
and the mortgage to a new 30-year fixed rate mortgage at 3% payable
over 30 years. The Debtor projects that Select Portfolio Servicing,
Inc. will be secured to the extent of $82,800.00.
Class 3 - FB Acquisitions Property XVII with amount owed
$222,235.00. It is formerly Navy Portfolio, LLC, formerly Home
Savings and Loan Company, the holder of a first mortgage on rental
property located at 414, 416-418 New York Avenue, Rochester, PA
15074 and 415-417 New York Avenue, Rochester, PA 15074, will be
modified by this plan. The secured claim, as mutually agreed upon,
will be reduced to the value of the collateral. The Debtor will
restructure the modified secured claim and the mortgage to a new
30-year fixed rate mortgage at 5.0% payable over 30 years with a
balloon after 5 years. The Debtor projects that the secured claim
will be secured to the extent of $135,000.00. (This property is
subject to a real estate tax lien of $ 5,561.68). The balance of
the claim shall be an allowed unsecured claim in Class 9.
Bayview Loan Servicing, LLC with amount owed $266,545.0 It is the
holder of a first mortgage on rental property located at 131 Court
Street, Carnegie, PA 15205 will be modified by this plan. The
secured claim, as determined by an adversary action and their
Modified secured claim will be reduced to the value of the
collateral. The Debtor will restructure the modified secured claim
and the mortgage to a new 30-year fixed rate mortgage at 4.25%
payable over 30 years. The Debtor projects that the secured claim
The Debtor projects that Bayview will be secured to the extent of
$266,545.00 because of the stipulation of the Parties. (This
property is subject to a real estate tax lien of $ $11,402.60).
Class 5 First National Bank of PA with amount owed $38,754.56. It
is the holder of a first mortgage on rental property located at 282
Jackson Street, Rochester PA 15074 will be modified by this plan.
The secured claim, as determined by an adversary action and their
Modified secured claim will be reduced to the value of the
collateral. The Debtor will restructure the modified secured claim
and the mortgage to a new 30-year fixed rate mortgage at 4.25%
payable over 30 years. The Debtor projects that the secured claim
The Debtor projects that First National Bank will be secured to the
extent of $38,500.00.
Class 9, General Unsecured Creditors, the class 9 allowed claims
will be paid a dividend of $10,000.00 over 5 years without
interest.
Class 10, Equity Shareholders, Equity interests in the Debtor will
be retained with modifications upon the shareholders and reduced
salaries to assist in feasibility of the Plan.
The debtor has set aside funds for future repairs and capital
improvements. If debtor's proposed plan is not confirmed, the
potential alternatives would include proposal of a different plan,
dismissal of the case or conversion of the case to Chapter 7. If
this case is converted to Chapter 7, a trustee will be appointed to
liquidate the debtor's non-exempt assets. In this event, all
secured claims and priority claims, including all expenses of
administration, must be paid in full before any distribution is
made to unsecured claimants.
A full-text copy of the Disclosure Statement dated November 26,
2018, is available at:
http://bankrupt.com/misc/pawb18-1624204CMB-149.pdf
Attorneys for Debtor:
Donald R. Calaiaro, Esq.
David Z. Valencik, Esq.
CALAIARO VALENCIK
428 Forbes Avenue, Suite 900
Pittsburgh, PA 15219-162
Email: dcalaiaro@c-vlaw.com
dvalencik@c-vlaw.com
About Tempest Group
Tempest Group, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Pa. Case No. 16-24204) on November 10,
2016. In the petition signed by Joann Jenkins, manager, the
Debtor estimated assets and liabilities of less than $1 million.
Judge Carlota M. Bohm presides over the case. The Debtor hired
Calaiaro Valencik as its legal counsel.
No official committee of unsecured creditors has been appointed.
The Debtor filed its proposed Chapter 11 plan on March 19, 2018.
TROP INC: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------
No official committee of unsecured creditors has been appointed in
the Chapter 11 case of Country Club, Inc., an affiliate of Trop,
Inc., as of Nov. 8, according to a court docket.
About Trop, Inc.
Trop, Inc., is a privately held company that owns the Pink Pony, a
night club in Atlanta, Georgia.
Trop, Inc., based in Atlanta, Georgia, filed a Chapter 11 petition
(Bankr. N.D. Ga. Case No. 18-65726) on Sept. 19, 2018. On October
5, 2018, Country Club, Inc., an affiliate of Trop, filed for
Chapter 11 protection (Bankr. N.D. Ga. Case No. 18-66879). In the
petition signed by Teri Galardi, CEO, Trop estimated $500,000 to $1
million in assets and $1 million to $10 million in liabilities.
Louis G. McBryan, Esq., at McBryan, LLC, serves as bankruptcy
counsel to the Debtors.
UNIVERSAL ACADEMY: S&P Affirms 'B+' Rating on 2014 Education Bonds
------------------------------------------------------------------
S&P Global Ratings revised its outlook to stable from negative and
affirmed its 'B+' rating on Arlington Higher Education Financial
Corp., Texas' series 2014 tax-exempt fixed-rate education revenue
bonds and taxable bonds, issued for LTTS Charter School Inc., doing
business as Universal Academy (UA). The outlook is stable.
"The stable outlook reflects our view that over the one
year-outlook period, the school's large enrollment, improving
operations, and maximum annual debt service coverage will likely
maintain the school's financial profile," said S&P Global Ratings
credit analyst James Gallardo. "We anticipate the school's very
weak liquidity position will continue to pressure the school's
financial position, but expect moderate improvements in the
liquidity position."
S&P said, "We assessed UA's enterprise profile as vulnerable,
characterized by a weak and decreasing wait list, a 5% drop in
enrollment in fall 2018, and variable student retention, albeit
supported by a large enrollment. We assessed UA's financial
performance as vulnerable, with negative operating margins,
extremely weak days' cash on hand, and a high debt burden. We
believe that, combined, these credit factors lead to an indicative
stand-alone credit profile of 'bb-'. In our opinion, the 'B+'
rating on the school's bonds better reflects the school's
extraordinarily low liquidity, measured by days' cash on hand.
Days' cash on hand of 10, while marginally improved from the prior
fiscal year, is extremely low compared with that of held by
similarly rated peers and with the median.
"We could lower the rating if operations weaken, cash levels remain
at current levels or worsen, and the school violates any of its
debt covenants. Any decline in enrollment could further pressure
the rating.
"We could consider a positive rating action if the school achieves
a trend of positive operating margins on a full-accrual basis,
maintains current maximum annual debt service coverage, and
significantly improves its cash position."
UNIVERSITY PHYSICIAN: Hires Robert Bassel as Co-Counsel
-------------------------------------------------------
University Physician Group filed an amended application seeking
approval from the U.S. Bankruptcy Court for the Eastern District of
Michigan to hire Robert Bassel, Esq., as co-counsel with Steinberg
Shapiro & Clark.
Mr. Bassel will be assisting Steinberg Shapiro & Clark in, inter
alia, matters relating to research, drafting of pleadings,
including the plan eventually filed in the case, and confirmation
proceedings. Additionally, it is anticipated that Mr. Bassel will
be assisting Steinberg Shapiro & Clark with any overflow matters or
issues that require his expertise.
The attorney will charge an hourly fee of $300 for his services.
Mr. Bassel disclosed in a court filing that he is "disinterested"
as defined in Section 101(14) of the Bankruptcy Code.
Mr. Bassel maintains an office at:
Robert Bassel, Esq.
P.O. Box T
Clinton, MI 49236-0018
Phone: 248-677-1234
Email: bbassel@gmail.com
About University Physician Group
University Physician Group -- http://www.wsupgdocs.org/-- is a
non-profit multi-specialty physician practice group in southeast
Michigan, providing primary and specialty care. Its doctors
provide medical care while conducting groundbreaking research and
continuing education at Wayne State University, one of the nation's
top medical universities.
University Physician Group sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. E.D. Mich. Case No. 18-55138) on Nov.
7, 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. The case has been assigned to Judge Mark A. Randon. The
Debtor tapped Steinberg Shapiro & Clark as lead counsel; and Robert
Bassel, Esq., as co-counsel with Steinberg.
VERITY HEALTH: Wants to Keep Exclusivity Until Completion of Sale
-----------------------------------------------------------------
Verity Health System of California, Inc., and its affiliated
debtors request the U.S. Bankruptcy Court for the Central District
of California to extend the exclusivity periods to file a chapter
11 plan and solicit acceptances of such plan by 120 days through
and including April 30, 2019 and June 27, 2019, respectively.
The Debtors contend that they are currently are exploring options
to sell some or all of the other hospitals and other assets through
a sale under 11 U.S.C. Sec. 363. They are working steadily to have
a stalking horse bidder selected and file a bid procedures motion
for some or all of the remaining assets, but there is no
foreseeable alternative which results in a sale of the remaining
assets before the end of 2018. Moreover, the Debtors aver that
sales which involve buyers who are subject to review of the
Attorney General under state law will require many months after the
sale is approved by the Court to close.
Pursuant to the Bidding Procedures Order, the Court approved the
County of Santa Clara (a political subdivision of the State of
California), or its designated affiliate, as the Stalking Horse
Purchaser of all assets (excluding cash, accounts receivables and
causes of action) of O'Connor Hospital and Saint Louise Regional
Hospital.
The Debtors are actively working with potential overbidders and
preparing for an auction in early December with a hearing on the
sale currently scheduled for Dec. 19, 2018. However, given certain
licensing and other regulatory obligations which will exist on any
potential buyer, the Debtors believe that the proposed sale cannot
close before Dec. 31, 2018, when the exclusivity period expires.
Additionally, the Debtors are actively negotiating for the sale or
dissolution of various medical groups which operate in conjunction
with Verity Medical Foundation -- a medical foundation which 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 Debtor hospitals.
Upon the closing of the sales, the Debtors intend to file a plan of
reorganization to resolve the Chapter 11 cases. The Debtors
anticipate that the sales of the hospital assets will occur
(although not the closing of all of the sales) within the time
period contemplated by this Motion. Thus, the Debtors need
additional time to conduct the auctions and close the sales of the
hospital assets, after which the Debtors can negotiate and file
their plan of reorganization.
Similarly, at that time, the Debtors will be able to adequately
formulate a plan of reorganization and determine the feasibility of
any plan of reorganization. It is for these reasons primarily that
the Debtors request the extension of its exclusivity period.
The Debtors anticipate having a plan ready to file soon after all
the assets of the estate are liquidated. However, the sales cannot
reasonably close until well into 2019, after the exclusivity period
expires.
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.
VICTORY SOLUTIONS: U.S. Trustee Unable to Appoint Committee
-----------------------------------------------------------
The Office of the U.S. Trustee on Nov. 8 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of Victory Solutions LLC.
About Victory Solutions
Victory Solutions LLC is a telecommunications equipment supplier in
Strongsville, Ohio. It developed the Victory VoIP (Voice-over
Internet Protocol) system -- a specially equipped phone that serves
as a plug-and-play call center and enables campaigns to contact
more voters and build intelligent databases.
Victory Solutions sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ohio Case No. 18-15798) on Sept. 27,
2018. The Debtor previously filed for bankruptcy protection
(Bankr. N.D. Ohio Case No. 18-10977) on Feb. 26, 2018. In the
petition signed by Shannon Burns, managing member, the Debtor
disclosed $231,901 in assets and $2,014,386 in liabilities.
Judge Jessica E. Price Smith presides over the case. The Debtor
hired Forbes Law LLC as its legal counsel.
VINE CITY PLAZA: $490,000 Sale of Atlanta Property to WMAC Okayed
-----------------------------------------------------------------
Judge Sage M. Sigle of the U.S. Bankruptcy Court for the Northern
District of Georgia authorized Vine City Plaza I, LLC's sale of the
real property located at 612 Magnolia Street NW, Atlanta, Georgia
to WMAC 2013, LLC for $490,000.
A hearing on the Motion was held on Nov. 14, 2018 at 11:00 a.m.
The sale is free and clear of liens with any valid liens, claims
and encumbrances to attach to the proceeds of sale.
At closing, the Debtor is authorized and directed to pay any
customary and reasonable closing costs including Broker
commissions, together with sufficient amounts to pay the secured
and tax claims referenced and designated for payment in the Motion.
Any remaining proceeds will be held in escrow by the Debtor's
counsel until subsequent Court Order.
Notwithstanding Bankruptcy Rule 6004 (h), the Order will be
effective and enforceable immediately upon entry, and will be
binding on the Debtor, all creditors and parties-in-interest, and
any trustee of the Debtor's bankruptcy estate that may be at any
time appointed by the Court and on any successor of the Debtor.
The Debtor be and is further authorized, in the event the subject
contract with WMAC 2013 does not consummate by Dec. 15, 2018, to
close on any contract for the purchase and sale of the Property and
to make the disbursements set forth in the Motion; provided,
however, such contract is or substantially the same terms as the
WMAC 2013 contract. In that regard, the Court approves as a
back-up contract that certain Commercial Sales Agreement between
the Debtor and Honey Tree Properties, LLC filed of record as an
Exhibit with the Court on Nov. 15, 2018.
About Vine City Plaza I
Vine City Plaza I, LLC, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ga. Case No. 18-64635) on Aug. 31,
2018. At the time of the filing, the Debtor disclosed less than $1
million in assets and less than $500,000 in liabilities. The
Debtor hired George Geeslin, Esq., as its bankruptcy attorney.
YOUNG KEUN PARK: $4.3MM Sale of La Palma Property Okayed
---------------------------------------------------------
Judge Sheri Bluebond of the U.S. Bankruptcy Court for the Central
District of California authorized Elissa D. Miller, the Chapter 11
trustee for Young Keun Park, to sell the sale of the real property
commonly known as 6901 Walker Street, La Palma, California, to
Susana Wai-Yin Cheng Leung, Ilan Israely and Albert A. Barrios or
their permitted assignee, pursuant to their Commercial Property
Purchase Agreement dated Sept. 4, 2018, for $4,276,667.
A hearing on the Motion was held on Nov. 14, 2018 at 10:00 a.m.
Following an auction conducted by the Court on the record of the
hearing, in which the Buyers and the Qualified Overbidders
participated, the Buyers submitted the best and highest bid in the
amount of $4,276,667, and was the successful bidder. Christine and
Eddy Chavez submitted the next best and highest bid in the amount
of $4.27 million.
The Bidding Procedures described in the Motion are approved in
their entirety, except that the bidding increment at the Auction
was at least $10,000.
The Sale will be free and clear of any and all Liens, with any such
Lien to attach to the proceeds of the Sale.
The Court-approved commission of the real estate broker or brokers,
all outstanding real property taxes, and the fees and costs of the
Sale chargeable to the Estate will be paid from escrow with the
proceeds of the Sale, which proceeds of the Sale include the
$129,000 deposit of the Buyers (or $123,300 deposit of the Back-Up
Bidder, as the case may be) together with the balance of the
Successful Bid (or Back-Up Bid, as the case may be).
The amount owing on account of the Bank of Hope Deed of Trust will
be paid to Bank of Hope from escrow from the Sale Proceeds,
provided, however, that in the event there is a dispute regarding
the principal, interest, or any fees, costs, and charges demanded
by Bank of Hope, including, without limitation, attorney's fees and
expenses, the disputed portion of said amount will not be paid from
escrow, but Bank of Hope's lien will attach to the net proceeds of
the Sale to be held by the Trustee in the same manner and with the
same effect, if any, under applicable federal and state law subject
to further order of the Court.
The Trustee is authorized to withhold and remit estimated state
income taxes to the Franchise Tax Board of the State of California,
resulting from the Sale, if any.
Except as may be provided in the Sale Agreement, the Property is
being sold on an "as is" "where is" basis, with no warranties,
recourse, contingencies, or representations of any kind.
In the event the Sale to the Buyer does not close in accordance
with the terms of the Sale Agreement and this Order, the Trustee is
authorized to sell the Property to the Chavezes or their assignee,
on the same terms and conditions as the intended sale to the Buyer
except for the total purchase price of $4,805,000.
The 14-day stay prescribed by Rule 6004(h) of the Federal Rules of
Bankruptcy Procedure is waived.
Young Keun Park sought Chapter 11 protection (Bankr. C.D. Cal. Case
No. 18-10891). Elissa D. Miller is appointed by the Court as the
Chapter 11 Trustee. On Aug. 16, 2018, the Court appointed Lee &
Associates | Industry as real estate brokers.
*********
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S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
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