/raid1/www/Hosts/bankrupt/TCR_Public/190205.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Tuesday, February 5, 2019, Vol. 23, No. 35
Headlines
10 HOMESTEAD AVENUE: Allowed to Use Cash Collateral Until Feb. 28
3B GLOBAL: Seeks Authority to Use Cash Collateral
6138 JACKSON: Seeks to Hire Greg Levine as Bookkeeper
A & O AUTO GLASS: Seeks to Hire Varn Horn as Counsel
ACAR WIND DOWN: Releases for Released Parties Provided in New Plan
ACPRODUCTS INC: Moody's Assigns B3 CFR, Outlook Stable
ALEXANDER SEAWRIGHT: Seeks to Hire Craig M. Geno as Counsel
ALL STOP VENDING: Seeks to Hire Sue Lasky as Counsel
ANAA AVIATION: Plan and Disclosures Hearing Set for March 7
ANTHRA PHARMACEUTICAL: Claim Filing Deadline Set for March 15
ANTONETTE'S OF EAST HILLS: Unsecureds to Get $25K Under Ch. 11 Plan
ANVIL HOLDINGS: Court Dismisses Chapter 11 Bankruptcy Case
APEX CLEANING: Unsecured Creditors to Get $100,000 Over 5 Years
APPALACHIAN LIGHTING: Seeks to Hire Sherwood as Sales Agent
AVERY'S USED CARS: Has Until April 3 to File Plan, Disclosures
B. & J. PROPERTY: Seeks Access to Columbia Credit Cash Collateral
BAY TERRACE: Auction Sale, Confirmation Hearing Set for March 5
BBRANDS GROUP: Seeks to Hire Eric A. Liepins as Counsel
BLUE BEE: Authorized to Continue Cash Collateral Use Until May 18
BWR LLC: Seeks to Hire Sader Hospitality as Resort Manager
CARE PRODUCTS: Seeks to Hire JS Whitworth as Attorney
CC CARE LLC: 19th Interim Cash Collateral Use Okayed
CELL SCIENCE: Unsecured Creditors to Get 30% Under Chap. 11 Plan
CENTRO GROUP: Seeks to Hire Neuman Law as Special Counsel
CHANGE HEALTHCARE: Moody's Lowers CFR to B2, Outlook Stable
CHARLESTON HOTEL: Seeks to Hire Supple Law Office as Counsel
CHARLOTTE RUSSE: Case Summary & 30 Largest Unsecured Creditors
CHINA FISHERY: Court Issues Correction on Dec. 27 Decision
CHURNEY'S REAL ESTATE: Seeks to Hire Hanna Commercial as Broker
COLLECTIVE INC: Committee Hires Cullen and Dykman as Counsel
COLLEEN & TOM: Seeks to Hire Kurtzman as Claims Agent
CONSOLIDATED INFRASTRUCTURE: Blames USIC Dispute for Woes
CONSOLIDATED INFRASTRUCTURE: Files for Chapter 11 to Pursue Sale
CORNERSTONE TOWER: Committee Clawback Suit vs EBF Set for Trial
CS360 TOWERS: Adversary Proceeding Needed for Passi Claim
CURAE HEALTH: Files Chapter 11 Plan of Liquidation
DALE KNOX: Seeks to Hire Bisom Law Group as Counsel
DATABASEUSA.COM LLC: Hires Domina Law Group as Special Counsel
DAVID JEFFREY COLLINS: Court Confirms Rejection of Lease Agreement
DC SOLAR: Case Summary & 20 Largest Unsecured Creditors
DETROIT LDFA: S&P Alters Outlook on 1997C/1998A Bonds to Negative
DIVERSE LABEL: Hires Nelson & Company as Accountant
EMBER RESOURCES: S&P Cuts Long-Term ICR to 'CCC', Outlook Negative
FATE RESTAURANTS: U.S. Trustee Unable to Appoint Committee
FLYING COW: To Pursue Claims Against McCarthy to Pay Creditors
FULLBEAUTY BRANDS: Case Summary & 30 Largest Unsecured Creditors
FULLBEAUTY BRANDS: Files Chapter 11, Then Wins Prepack Plan Okay
GLANSAOL HOLDINGS: Committee Taps CBIZ as Financial Advisor
GOD'S CHARIOTS: Files Chapter 11 Plan of Liquidation
GUARDIAN EXTERIORS: Seeks to Hire Holder Law as Counsel
GULFSTREAM DIAGNOSTICS: Seeks to Hire BidMed as Broker
HH & JR: Unsecureds to Get $3,000 Quarterly for 4 Years
HIGH LINER: Moody's Lowers CFR to B2 & 1st Lien Loan Rating to B3
HOSPITALITY INTEGRATED: Unsecureds to Recoup 100% of Allowed Claims
INDUSTRIAL FABRICATORS: May Use Cash Collateral Through April 30
INNOVATIVE MATTRESS: May Obtain $6-Mil Loan, Use Cash Collateral
IPC CORP: Moody's Lowers CFR to Caa2 & 1st Lien Loans to Caa1
JPM REALTY: Seeks to Hire Frey & Company as Accountant
LA CASA DE PEDRO: Taps Boston Restaurant Group as Broker
LANDING AT BRAINTREE: May Use Northeast Bank Cash Collateral
LESLIE'S POOLMART: Moody's Lowers CFR to B3 & Secured Loan to B2
LOVEJOY'S FAMILY: Seeks to Hire Clark Hill as Special Counsel
LUXE STUDIO: Seeks to Hire Friedman Framme as Counsel
MAINE TOOL: Wants to Continue Using BSB Cash Collateral
MAREMONT CORP: Feb. 4 Meeting Set to Form Creditors' Panel
MAREMONT CORP: Seeks to Hire Donlin as Administrative Advisor
MAYANSA DREAMS: Seeks to Hire Hatillo Law as Attorney
MIDICI GROUP: U.S. Trustee Forms 4-Member Committee
NASHVILLE PHARMACY: Allowed to Use Cash Collateral on Final Basis
NEW ENGLAND: Seeks to Hire Jay Paul Satin as Attorney
NEW INSIGHT: S&P Lowers ICR to 'B-' After Debt-Funded Acquisition
NOVUM PHARMA: Case Summary & 20 Largest Unsecured Creditors
ORION HEALTHCORP: Kellys Not Allowed to Question in Rule 2004 Exam
OSSINING LLC: Public Auction Set for Feb. 20
PANDA LIBERTY: S&P Cuts Term Loan Rating to B- on Financial Breach
PANDA STONEWALL: S&P Affirms 'BB-' Rating on Secured Term Loan B
PARKER DRILLING: Plan Confirmation Hearing Set for March 5
PG&E CORP: Feb. 11 Meeting Set to Form Creditors' Panel
PG&E CORP: Fitch Cuts Issuer Default Rating to D on Bankr. Filing
PHILMAR CARE: Trustee Seeks to Hire Sherman as Valuation Expert
PUC SCHOOLS: S&P Puts 'BB' on 2012A/2012B Bonds on Watch Developing
PYRAMID QUALITY: Unsecureds to Get 100% in 60 Monthly Payments
QUALITY PLYWOOD: Seeks to Hire Buddy D. Ford as Legal Counsel
REGDALIN PROPERTIES: Trustee Seeks to Hire Coldwell as Broker
REGDALIN PROPERTIES: Trustee Seeks to Hire Coldwell, MPRE
RENTECH WP: Dispute with EAD to Proceed Through Appellate Process
ROCKPOINT GAS: S&P Alters Outlook to Negative & Affirms 'BB-' ICR
SAS HEALTHCARE: Files for Chapter 11 to Sell Facilities
SAS HEALTHCARE: Grand Jury Probe Forced Shutdown of Facilities
SCI DIRECT: Feb. 19 Plan Confirmation Hearing
SHORT ENVIRONMENTAL: Exclusive Filing Period Moved to April 1
SKYTEC INC: Unsecured Creditors to Get 15% Under Chapter 11 Plan
STARION ENERGY: Seeks to Hire Donlin Recano as Claims Agent
SUPERIOR ENERGY: S&P Lowers ICR to 'B+' on Weak Performance
TERRE HAUTE: S&P Cuts 2013 Tax Increment Bonds Rating to 'BB'
THREE CHIEFS: Seeks Court Approval of Proposed Plan Outline
TOPGOLF INT'L: Moody's Assigns B3 CFR & Rates $500MM Loans B3
TRANSDIGM INC: S&P Assigns B+ Rating on New $2.7BB Secured Notes
TRANSMONTAIGNE PARTNERS: S&P Cuts ICR to 'BB-' on Merger Agreement
TRENDSETTER HR: Ruling Allowing ZAIC $7.6MM Unsecured Claim Upheld
VALVOLINE INC: S&P Alters Outlook to Negative & Affirms 'BB+' ICR
WASEEM INC: U.S. Trustee Unable to Appoint Committee
[^] Large Companies with Insolvent Balance Sheet
*********
10 HOMESTEAD AVENUE: Allowed to Use Cash Collateral Until Feb. 28
-----------------------------------------------------------------
The Hon. Frank J. Bailey of the U.S. Bankruptcy Court for the
District of Massachusetts has entered his first interim order
authorizing 10 Homestead Avenue, LLC's use of cash collateral
through Feb. 28, 2019.
The Debtor may use Northeast Bank's cash and non-cash collateral
solely to pay its ordinary and necessary expenses as set forth on
the Budget. The Debtor warrants and represents that the Budget
includes all reasonable, necessary, and foreseeable expenses to be
incurred in connection with the Chapter 11 case, the liquidation of
the collateral, and the wind-down of the Debtor's business for the
period set forth in the Budget.
Prior to the Petition Date, the Debtor and Northeast Bank entered
into certain loan arrangements. The amounts due under the Loan
Documents are secured by: (i) the real property located at 10
Homestead Avenue, Quincy, Massachusetts, together with a security
interest grant encumbering all fixtures, equipment and all other
tangible personal property located on or intended for use in
connection with the Mortgaged Property, pursuant to the Mortgage,
and (ii) the leases and rents from the Mortgaged Property pursuant
to the Assignment of Leases. The Debtor is liable to Northeast Bank
in the approximate amount of $1,756,426, as of the Petition Date.
The Debtor acknowledges and agrees that Northeast Bank's claim is
secured by a valid, perfected, and unavoidable first priority
security interest in the collateral and will constitute an allowed
secured claim to the extent provided for under the Bankruptcy
Code.
In consideration of and as adequate protection for any diminution
in the value of Northeast Bank's cash and non-cash collateral:
(a) Northeast Bank is granted a security interest to the
extent of any diminution in the value of Northeast Bank's cash and
non-cash Collateral in all of the Debtor's postpetition assets,
including, but not limited to, accounts, inventory, equipment,
general intangibles, and goods, motor vehicles, real estate, and
leasehold interest as well as all products and proceeds thereof.
This post-petition grant of the security interest will be
supplemental of, and in addition to, the security interest, which
Northeast Bank possesses pursuant to the Loan Documents.
(b) If and to the extent (i) the collateral used by the
Debtor less (ii) the reduction in the Claim exceeds the value of
the Post-Petition Collateral, then Northeast Bank will have a claim
under Section 503(b) of the Bankruptcy Code in the amount of the
Post-Petition Shortfall which will have priority over all other
claims entitled to priority under Section 507(a)(2), with the sole
exception of quarterly fees due to the U.S. Trustee.
(c) The Debtor will maintain all necessary insurance,
including, without limitation, fire, hazard, comprehensive, public
liability, and workmen's compensation, and obtain such additional
insurance in an amount as is appropriate for the business in which
the Debtor is engaged, naming Northeast Bank as loss payee,
additional insured, and mortgagee with respect thereto.
(d) Upon reasonable notice to the Debtor, Northeast Bank will
have the right to inspect the collateral and the Mortgaged
Property, as well as the Debtor's books and records during normal
business hours.
(e) The Debtor will maintain the collateral in good condition
and will not permit waste to occur with respect to the collateral.
(f) The Debtor will pay any and all taxes, municipal charges,
or other amounts accruing upon or with respect to the Collateral
from and after the Petition Date if such amounts, if unpaid, would
have priority over Northeast Bank's security interest in the
Collateral under applicable law.
(g) The Debtor will make adequate protection payments to
Northeast Bank in the amount of $7,000 each month, payable on the
fifteenth day of each month.
If the Debtor intends to seek authority for use of cash collateral
beyond Feb. 28, 2019, the Debtor will file a new motion for the use
of cash collateral and accompanying budget on or before Feb. 14.
The Debtor will file a reconciliation of the actual income and
expenses to the Budget for the period of the Petition Date through
Feb. 8, by Feb. 14, 2019 at 4:30 p.m. Objections to the new motion
will be filed with the Court on or before Feb. 22, with a hearing
on that motion and the further use of cash collateral to be held on
Feb. 26, 2019 at 10:30 a.m.
A copy of the First Interim Order is available at
http://bankrupt.com/misc/mab18-14158-67.pdf
About 10 Homestead Avenue
10 Homestead Avenue's principal assets are located at 10 Homestead
Avenue Quincy, MA 02169. Landing at Braintree's principal assets
are located at Units 125-139B, Commercial Street Braintree, MA
02184.
10 Homestead Avenue, LLC, and its affiliate Landing at Braintree,
LLC, filed voluntary petitions seeking relief under Chapter 11 of
the Bankruptcy Code (Bankr. D. Mass. Case no. 18-14158 and Bankr.
D. Mass. Case No. 18-14159, respectively) on Nov. 6, 2018. In the
petitions signed by William T. Barry, manager, the Debtors
estimated $1 million to $10 million in assets and liabilities.
Judge Frank J. Bailey oversees Case No. 18-14158 while the Hon.
Christopher J. Panos presides over Case No. 18-14159.
The Ann Brennan Law Offices serves as the Debtors' counsel. The
Law Office of Lipman & White, is the special counsel.
3B GLOBAL: Seeks Authority to Use Cash Collateral
-------------------------------------------------
3B Global, LLC, requests authority from the U.S. Bankruptcy Court
for the Middle District of Florida to use cash collateral to pay
the expenses set forth in the Budget to avoid irreparable harm and
injury to its estate.
In order to ensure that the Debtor operates effectively throughout
the bankruptcy proceeding, the Debtor also requests permission to:
(a) exceed any line item on the budget by an amount equal to 10% of
each such line item; or (b) to exceed any line item by more than
10% so long as the total of all amounts in excess of all line items
for the Budget do not exceed 10% in the aggregate of the total
budget.
The Debtor believes these creditors may claim blanket liens against
its assets: (a) Celtic Bank asserts a claim of approximately
$13,101, and (b) Last Call Capital asserts a claim of approximately
$90,000.
The Debtor submits that as of the Petition Date all of its assets,
including the accounts receivables are valued at approximately
$81,872. After deducting the first position lien of Celtic Bank,
the remaining balance of the Collateral to allocate to Last Call
Capital is $76,898.78.
As adequate protection for the use of cash collateral, the Debtor
offers the Secured Creditors the following:
(a) Post-petition replacement liens on the Secured Creditor
Assets to the same extent, validity and priority as existed
pre-petition;
(b) The right to inspect the Secured Creditor Assets on
forty-eight hours reasonable notice, provided that said inspection
does not interfere with the operations of the Debtor; and
(c) Copies of monthly financial documents generated in the
ordinary course of business and other information as the Secured
Creditors reasonably request with respect to the Debtor's
operations.
A copy of the Motion is available at
http://bankrupt.com/misc/flmb19-00127-18.pdf
About 3B Global LLC
3B Global, LLC, which conducts business under the name Suncoast
Liquidators -- https://www.suncoastliquidators.com/ -- specializes
in closeouts, liquidation, overstock, & surplus inventory from
major department stores and manufacturers in the USA. It is
located in Tampa, Florida, serving the local businesses and
businesses across The United States.
3B Global sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. M.D. Fla. Case No. 19-00127) on Jan. 8, 2019. At the time
of the filing, the Debtor disclosed $81,872 in assets and
$1,296,983 in liabilities. The case is assigned to Judge Caryl E.
Delano. Buddy D. Ford, P.A., is the Debtor's legal counsel.
6138 JACKSON: Seeks to Hire Greg Levine as Bookkeeper
-----------------------------------------------------
6138 Jackson Hwy LLC seeks authority from the U.S. Bankruptcy Court
for the Northern District of Georgia to employ Greg Levine, as
bookkeeper to the Debtor.
6138 Jackson requires Greg Levine to:
(A) advise, assist and represent the Debtor in connection with
analysis of the assets, liabilities and financial
condition of the Debtor and other matters relating to the
business of the Debtor and the preparation of the monthly
operating reports and aide in filing of schedules, lists
and statements, compliance with the United States
Trustee's guidelines;
(B) provide support and assistance to Debtor with regard to
the proper receipt, disbursement and accounting for funds
and property of the estate; and
(C) perform any and all other accounting services incident or
necessary to the proper administration of this case and
the representation of the Debtor in the performance
of the Debtor's duties and exercise of the Debtor's rights
and powers under the Bankruptcy Code and Bankruptcy
Rules.
Greg Levine will be paid $350 per month. Greg Levine will also be
reimbursed for reasonable out-of-pocket expenses incurred.
Greg Levine, 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.
About 6138 Jackson Highway
6138 Jackson Highway LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ga. Case No. 18-71823) on Dec. 31,
2018. At the time of the filing, the Debtor estimated assets of
less than $50,000 and liabilities of less than $500,000. Ian M.
Falcone, Esq., at The Falcone Law Firm, P.C., is the Debtor's
counsel.
A & O AUTO GLASS: Seeks to Hire Varn Horn as Counsel
----------------------------------------------------
A & O Auto Glass, LLC, seeks authority from the U.S. Bankruptcy
Court for the Southern District of Florida to employ Varn Horn Law
Group, P.A., as counsel to the Debtor.
A & O Auto Glass requires Varn Horn to:
a. give advice to the Debtor with respect to its powers and
duties as a debtor in possession and the continued
management of its business operations;
b. advise the Debtor with respect to its responsibilities in
complying with the U.S. 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 the case;
d. protect the interest of the Debtor in all matters pending
before the Bankruptcy Court; and
e. represent the Debtor in negotiation with its creditors in
the preparation of a plan.
Varn Horn will be paid at these hourly rates:
Attorneys $300 to $450
Paralegals $175
Varn Horn will be paid a retainer in the amount of $5,000, plus
$1,717 filing fee.
Varn Horn will also be reimbursed for reasonable out-of-pocket
expenses incurred.
John Schank, a partner at Varn Horn Law Group, 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.
Varn Horn can be reached at:
John Schank, Esq.
VARN HORN LAW GROUP, P.A.
330 N. Andrews Ave., Suite 450
Fort Lauderdale, FL 33301
Tel: (954) 765-3166
E-mail: Chad@cvhlawgroup.com
About A & O Auto Glass
A & O Auto Glass, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. S.D. Fla. Case No. 19-10752-RBR) on Jan. 18, 2019. The
Debtor hired Varn Horn Law Group, P.A., as counsel.
ACAR WIND DOWN: Releases for Released Parties Provided in New Plan
------------------------------------------------------------------
ACAR Wind Down, Inc., f/k/a ActiveCare, Inc., and affiliates filed
a combined disclosure statement and Chapter 11 plan of liquidation
dated Jan. 22, 2019.
This latest filing provides Releases for the Released Parties. The
Debtors are not aware of any potential claims or causes of action
against the Released Parties. In particular, the Debtors are not
unaware of any claims or causes of action against Partners for
Growth IV, L.P and no Challenge has been brought by the Committee
or any other party-in-interest regarding the extent, validity, and
priority of PFG's Claims. Regardless, PFG has provided substantial
consideration to the Debtors' Estates by its agreement to the
Combined Plan and Disclosure Statement, funding of $250,0000 to the
Creditor Trust, and potentially contributing all litigation
proceeds (except for avoidance actions) to the Debtors' Estates.
All of these actions by PFG are predicated upon received a Release
in consideration thereof.
In addition, the Debtors are releasing Mark Rosenblum and Issac
Onn. Mr. Onn is an independent director of the Debtors that was
appointed by certain Interest Holders of the Debtors. The Debtors
are not aware of any potential claims or causes of action against
Mr. Onn. Mr. Rosenblum is the Chief Executive Officer of the
Debtors and member of the Board of Directors. Mr. Rosenblum was
originally hired to evaluate strategic options for the Debtors'
business. After completing an in-depth analysis of the Debtors’
business operations, Mr. Rosenblum advised the Debtors that the
best way to maximize value for the Debtors' creditor constituencies
was to sell substantially all of the Debtors' assets through a sale
in a chapter 11 bankruptcy. Mr. Rosenblum has been integral to all
aspects of the chapter 11 process, including the preparation of the
filing, the sale of substantially all of the Debtors' assets, and
the promulgation, and hopeful confirmation, of the Combined
Liquidating Plan and Disclosure Statement. Mr. Rosenblum is also
responsible for identifying the Causes of Action that are being
contributed to the Creditor Trust. The Debtors are not aware of any
potential claims or causes of action against Mr. Rosenblum.
A copy of the Disclosure Statement dated Jan. 22, 2019 is available
at https://is.gd/i08jEd from Pacermonitor.com at no charge.
About ActiveCare Inc.
ActiveCare, Inc. -- https://www.activecare.com/ -- is a real-time
health analytics and monitoring company that provides self-insured
health plans with solutions that significantly reduce the impact
and cost of diabetes.
ActiveCare, Inc., along with affiliates 4G Biometrics, LLC, sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 18-11659) on
July 15, 2018. In the petitions signed by CEO Mark J. Rosenblum,
ActiveCare, Inc., declared total assets of $2,623,458 and
$41,787,746 in liabilities.
The Hon. Laurie Selber Silversteinis the case judge.
The Debtors tapped Polsinelli PC, led by Christopher A. Ward, Esq.,
as counsel; and Gavin/Solmonese LLC as financial advisor and asset
sale advisor.
Lucy Thomson serves as consumer privacy ombudsman in the case.
The U.S. Trustee appointed an official committee of unsecured
Creditors in the cases. The Committee tapped Orrick, Herrington &
Sutcliffe LLP and Klehr Harrison Harvey Branzburg, LLP, as
co-counsel, and RSR Consulting, LLC, as financial advisor. On Jan.
9, 2019, the corporate name of ActiveCare, Inc., was changed to
ACAR Wind Down, Inc.
ACPRODUCTS INC: Moody's Assigns B3 CFR, Outlook Stable
------------------------------------------------------
Moody's Investors Service assigned a first-time B3 Corporate Family
Rating and B3-PD Probability of Default Rating to ACProducts, Inc.,
a national manufacturer and distributor of kitchen and bathroom
cabinetry. In related rating actions, Moody's assigned a B3 rating
to ACProducts's proposed senior secured term loan due 2024 and a
Caa2 rating to its proposed senior secured second-lien term loan
due 2024. The rating outlook is stable. Proceeds from the new debt
will be used to acquire Elkay Wood Products, Inc., refinance
existing debt used for past acquisitions, increase cash on balance
sheet, and pay related fees and expenses.
ACProducts is acquiring Elkay from its parent company, Elkay
Manufacturing Company, for approximately $250 million, excluding
fees and expenses. The acquisition of Elkay expands ACProducts's
scale adding new brands to the portfolio, increasing the number of
product offerings and its exposure to repair and remodeling
activity, reducing reliance on more cyclical new home construction.
The combined entity will have pro forma sales of approximately $770
million, growing its geographic reach and contributing to supply
chain management efficiencies that should reduce input costs.
However, Moody's estimates that nearly 60% of pro forma sales come
from Elkay and two previous acquisitions (Cabinets 2000 in April
2018 and Master WoodCraft in June 2018) that have dramatically
increased the size of the company and may create challenges
managing a much larger organization. ACProducts will need strong
execution to avoid potential disruptions in critical functions such
as supply chain management, production, product delivery and sales
execution from negatively affecting the company's market position
and operating performance. The sizable acquisitions within a short
time period create significant integration risk while the
aggressive financing structure requires ACProducts to achieve a
large amount of synergies in order to meet leverage targets.
ACProducts's debt capital structure will consist of a $75 million
asset-based senior secured revolving credit facility (unrated)
expiring in 2023, of which Moody's expects no borrowings at
closing, a $400 million senior secured term loan due 2024, and a
$103 million senior secured second-lien term loan maturing in
2024.
The following ratings/assessments are assigned:
Assignments:
Issuer: ACProducts, Inc.
Corporate Family Rating, Assigned B3
Probability of Default Rating, Assigned B3-PD
Senior Secured 1st Lien Term Loan, Assigned B3 (LGD3)
Senior Secured 2nd Lien Term Loan, Assigned Caa2 (LGD6)
Outlook Actions:
Issuer: ACProducts, Inc.
Outlook, Assigned Stable
RATINGS RATIONALE
ACProducts's B3 CFR results from its leveraged capital structure
following debt-financed acquisitions, resulting in a dramatic
increase in balance sheet debt to $500 million upon completion of
the Elkay acquisition from $60 million at year-end 2017. Moody's
projects adjusted debt-to-EBITDA leverage improving to about 6.0x
by mid-2020 from 6.8x pro forma at closing, by which time
ACProducts would have largely integrated Elkay and realized some
synergies. Due to the significant amount of debt and resulting cash
interest payments of about $40 million per year, Moody's projects
that adjusted free cash flow-to-debt is weak and only slightly
positive over the next 12-18 months. Moody's projections include
modest organic growth in the mid-single digit growth percentage,
cost efficiencies, and only term loan amortization.
Further constraining the ratings is a business profile
characterized by product concentration in competitive end markets,
which may negatively affect operating performance. Although
fundamentals are sound now, U.S. private construction activity is
cyclical. Moody's view is that new home construction is more
cyclical than repairing and remodeling activitity. These
end-markets could contract quickly, negatively affecting
ACProducts's financial profile. In an economic downturn, the large
amount of debt service would cause a significantly higher portion
of earnings to go towards cash interest payments, and discretionary
nature of spending on cabinetry would compound the downturn.
Moody's expects ACProducts's financial policies to be aggressive
and private equity ownership creates risk of further sizeable
debt-financed acquisitions or possibility for dividends,
potentially stressing liquidity or credit metrics.
ACProducts's solid operating margins, good market position and
projected revenue growth over the next 12 to 18 months help to
mitigate partially the risks from high leverage. Moody's projects
adjusted EBITA margins remaining at mid-single digits over the next
12 to 18 months, supporting current ratings. Good revolver
availability gives the company financial flexibility to contend
with its leveraged capital structure and to seize growth
opportunities. Beyond term loan amortization of $10 million per
year, ACProducts has a very extended debt maturity profile. Its
proposed revolver expires in 2023, followed by its term loan in
2024.
Sound fundamentals in U.S. private construction support growth and
bodes well for ACProducts. New single family and multi-family
construction, from which ACProducts derive a slight majority of its
revenues on a pro forma basis, is growing steadily. Moody's
maintains a stable outlook for the U.S. homebuilding industry and
projects total new housing starts could reach 1.31 million in 2019,
representing a 2.9% increase from an expected 1.27 million in 2018.
Repair and remodeling activity drives the balance of ACProducts's
sales. The Remodeling Market Index's overall reading was 56.5 in
4Q18, and has been above 50 since 1Q13, indicating sustained
growth. Over the next 12 to 18 months, Moody's anticipates the
overall reading will indicate continued expansion.
The stable rating outlook reflects Moody's expectations that
ACProducts's credit profile, such as leverage sustained below 6.5x,
will remain supportive of its B3 Corporate Family Rating over the
next 12 to 18 months, while it integrates Elkay and previous
acquisitions. Moody's also assumes in the stable rating outlook
that U.S. economic growth will continue to drive expansion in the
company's end markets and that ACProducts will maintain adequate
liquidity.
The B3 rating assigned to the $400 million senior secured term loan
due 2024, same rating as the Corporate Family Rating, results from
its position as the preponderance of debt in ACProducts's capital
structure. The term loan has a first-lien on substantially all
noncurrent assets, and a second-lien on assets securing the
company's revolving credit facility (ABL priority collateral). The
term loan amortizes 2.5% in each of the first 3 years and 5.0% per
year thereafter.
The Caa2 rating assigned to the $103 million second-lien senior
secured term loan maturing in 2024, two notches below the Corporate
Family Rating, results from the subordination of its lien on the
collateral to the first lien term loan and ABL revolver, putting it
in a first-loss position. Residual value of collateral securing the
second-lien term loan would likely be minimal in a distress
scenario, meaning losses in default would be high.
Positive rating action is unlikely over next two years due to the
company's high leverage and ongoing integration of acquisitions.
However, ratings improvement over the long-term could ensue if
ACProducts's performance improves and yields the following credit
metrics (ratios include Moody's standard adjustments) and
characteristics:
- Debt-to-EBITDA sustained below 5.0x
- EBITA-to-interest consistently above 2.0x
- Better liquidity characterized by greater free cash flow
generation
- Ongoing positive trends in end markets
Negative rating actions could ensue if ACProducts's operating
performance deteriorates, resulting in credit metrics (all ratios
incorporate Moody's standard adjustments) or characteristics such
as:
- Debt-to-EBITDA sustained above 6.5x
- EBITA-to-interest remaining below 1.0x
- Deterioration in the company's liquidity
- Large shareholder distributions
- Sizeable debt-financed acquisitions
The principal methodology used in these ratings was Global
Manufacturing Companies published in June 2017.
ACProducts, Inc., headquartered in The Colony, TX, is a national
manufacturer and distributor of kitchen and bathroom cabinetry.
American Industrial Partners, through its affiliates, is the
primary owner of ACProducts, having acquired it in 2012. Pro forma
revenues including Elkay Wood Products, Inc. for 12 months through
September 30, 2018 approximate $770 million. ACProducts is
privately-owned and does not disclose publicly available financial
information.
ALEXANDER SEAWRIGHT: Seeks to Hire Craig M. Geno as Counsel
-----------------------------------------------------------
Alexander Seawright Transportation, LLC seeks approval from the
U.S. Bankruptcy Court from the Southern District of Mississippi to
hire the Law Offices of Craig M. Geno, PLLC as its legal counsel.
The firm will provide these services:
a. advise and consult with the Debtor regarding questions
arising from certain contract negotiations that will occur during
the operation of its business;
b. evaluate and contest claims of creditors who may assert
security interest in the Debtor's assets and who may seek to
disrupt the continued operation of its business;
c. appear in, prosecute or defend suits and proceedings in
which the Debtor is involved;
d. advise and consult with the Debtor in connection with any
reorganization plan which may be proposed; and
e. provide other legal services in connection with its Chapter
11 case.
The firm will be paid at these hourly rates:
Partners $425
Associates $250
Paralegals $185
The Debtor will pay the firm a retainer of $11,717, including the
filing fee. The firm will also be reimbursed for work-related
expenses incurred.
Craig Geno, Esq., a partner at the firm, assured the court that his
firm is a "disinterested person" as the term is defined in section
101(14) of the Bankruptcy Code.
The firm can be reached through:
Craig M. Geno, Esq.
Jarret P. Nichols, Esq.
Law Offices of Craig M. Geno, PLLC
587 Highland Colony Parkway
Ridgeland, MS 39157
Tel: (601) 427-0048
Fax: (601) 427-0050
Email: cmgeno@cmgenolaw.com
Email: jnichols@cmgenolaw.com
About Alexander Seawright Transportation
Alexander Seawright Transportation, LLC provides transportation and
shipping services across the United States. Its fleet of trucks
specializes in hauling refrigerated freight and produce.
Alexander Seawright Transportation sought protection under Chapter
11 of the Bankruptcy Code (Bankr. S.D. Miss. Case No. 19-00217) on
January 18, 2019. In the petition signed by Jon Seawright, manager,
the Debtor estimated $1 million to $10 million in both assets and
liabilities.
The case has been assigned to Judge Neil P. Olack.
The Debtor tapped the Law Offices of Craig M. Geno, PLLC as its
bankruptcy counsel.
ALL STOP VENDING: Seeks to Hire Sue Lasky as Counsel
----------------------------------------------------
All Stop Vending, LLC, seeks authority from the U.S. Bankruptcy
Court for the Southern District of Florida to employ Sue Lasky, PA,
as counsel to the Debtor.
All Stop Vending requires Sue Lasky to:
(a) give advice to the Debtor with respect to their powers and
duties as Debtor and the continued management of its
financial affairs;
(b) advise the Debtor with respect to her responsibilities in
complying with the U.S. 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 the case;
(d) protect the interest of the Debtor in all matters pending
before the Bankruptcy Court; and
(e) represent the Debtor in negotiation with her creditors in
the preparation of a Plan.
Sue Lasky will be paid at these hourly rates:
Attorneys $400
Legal Assistants $200
Sue Lasky will be paid a retainer in the amount of $10,000, plus
$1,717 filing fee.
Sue Lasky will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Susan D. Lasky, partner of Sue Lasky, PA, 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.
Sue Lasky can be reached at:
Susan D Lasky, Esq.
SUE LASKY PA
320 S.E. 18 St
Ft. Lauderdale, Fl 33316
Tel: (954) 400-7474
Fax: (954) 206-0628
E-mail: Sue@SueLasky.com
About All Stop Vending
All Stop Vending, LLC, filed a Chapter 11 petition (Bankr. S.D.
Fla. Case No. 19-10687) on Jan. 17, 2019. The Debtor hires Sue
Lasky P.A., as counsel.
ANAA AVIATION: Plan and Disclosures Hearing Set for March 7
-----------------------------------------------------------
Bankruptcy Judge Cynthia C. Jackson conditionally approved ANAA
Aviation Holdings I, LLC's disclosure statement in support of its
chapter 11 plan of reorganization.
An evidentiary hearing will be held on March 7, 2019 at 2:45 PM in
Courtroom 6D, 6th Floor, George C. Young Courthouse, 400 West
Washington Street, Orlando, FL 32801 to consider and rule on the
disclosure statement and to conduct a confirmation hearing.
Ballots accepting or rejecting the plan and objections to the
disclosure statement must be served no later than seven days before
the confirmation hearing.
About ANAA Aviation Holdings I
ANAA Aviation Holdings I, LLC, filed a Chapter 11 bankruptcy
petition (Bankr. M.D. Fla. Case No. 18-05255) on Aug. 28, 2018. In
the petition signed by authorized officer, Joseph Dillon, the
Debtor estimated less than $1 million in both assets and
liabilities. Fisher Rushmer, P.A., led by David R. McFarlin,
serves as counsel to the Debtor. Freestream Aircraft USA Ltd. is
the Debtor's broker in connection with the sale of its 1992 British
Aerospace BAE 125 Series 800A aircraft. No official committee of
unsecured creditors has been appointed in the Chapter 11 case.
ANTHRA PHARMACEUTICAL: Claim Filing Deadline Set for March 15
-------------------------------------------------------------
The Delaware Chancery Court set March 15, 2019, as the date by
which any person or entity to file a claim against Anthra
Pharmaceutical Inc. All claims against the Company must be filed
at:
Anthra Receivership
c/o Lee Harrington
Nixon Peabody LLP
Exchange Place, 53 State St.
Boston, MA 02109-2835
Tel: 617-345-1000
E-mail: lharrington@nixonpeabody.com
On Dec. 1, 2016, the Company was placed into receivership in the
Delaware Chancery Court and Gregory Schopf was appointed to serve
as receiver for the purpose of the Company's dissolution, including
resolution of creditor claims against the Company through the
receivership estate.
The Company ceased its operation approximately 20 years ago. The
receiver now holds certain funds that were turned over to the
receivership estate. The Court appointed the receiver to oversee
the disposition of the remaining company funds.
Anthra Pharmaceuticals Inc. develops pharmaceuticals for the
treatment of cancer.
ANTONETTE'S OF EAST HILLS: Unsecureds to Get $25K Under Ch. 11 Plan
-------------------------------------------------------------------
Antonette's of East Hills, LLC, filed a Chapter 11 plan of orderly
liquidation and accompanying disclosure statement.
Class of General Unsecured Claims General unsecured claims are not
secured by property of the estate and are not entitled to priority
under Section 507(a) of the Bankruptcy Code. Allowed General
Unsecured Claims shall receive a total payment of $25,000 to the
class and will receive a prorated distribution based on the size of
each creditor's allowed claim.
Class 1 Secured Claim of the Internal Revenue Service is impaired.
Secured claim amount is $292,000. Priority of lien is second lien.
Type of lien is federal tax Liens. Upon Confirmation, the IRS will
reclassify its secured claims as unsecured. The priority portion of
the reclassified claim will be paid in accordance with the
treatment of the unclassified claims.
Class 2 Secured Claim of the New York State Department of Taxation
and Finance is impaired. Collateral Description: All Assets of the
Debtor. Secured Claim Amount: $181,538.81. Priority of Lien:
First. Lien Type: Tax Warrants. Upon Confirmation, NYS shall
reclassify its secured claims as unsecured. The priority portion of
the reclassified claim shall be paid in accordance with the
treatment of the unclassified claims.
Class 3 Priority Unsecured Claims are impaired. The Bankruptcy
Code requires that each holder of such a claim receive cash on the
effective date of the Plan equal to the allowed amount of such
claim. The Debtor appears to have one claim in this class, the New
York State Department of Labor in the amount of approximately
$15,000. The Debtor proposes to pay this class $4000 in full
satisfaction of its claim.
Class of Equity Interest Holders. The interest holders will receive
no distribution under the Plan. They will retain their equity
interests in the reorganized debtor.
Payments and distributions under the Plan will be funded by the
sale of the Debtor's assets and the assignment of its Lease with
Avelino and Maria De Sousa dated January 1, 2007, (as amended by
the March 1, 2012 amendment signed by the Landlord and the Debtor
of 290 Glen Cove Road, East Hills, New York 11577. The Lease has
18 years remaining on its term.
A full-text copy of the Disclosure Statement dated January 17,
2019, is available at https://tinyurl.com/ya27xk2o from
PacerMonitor.com at no charge.
About Antonette's of East Hills, LLC
Antonette's of East Hills, LLC is a New York limited liability
company operating a restaurant located at 290 Glen Cove Road, East
Hills, New York. Antonette's of East Hills sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No.
18-76802) on Oct. 9, 2018. At the time of the filing, the Debtor
estimated assets of less than $50,000 and liabilities of less than
$50,000. The case has been assigned to Judge Robert E. Grossman.
The Debtor tapped Spence Law Office, P.C., as its legal counsel.
ANVIL HOLDINGS: Court Dismisses Chapter 11 Bankruptcy Case
----------------------------------------------------------
Bankruptcy Judge Paul R. Warren granted the United States Trustee's
motion to dismiss the chapter 11 case of Debtor Anvil Holdings LP.
The US Trustee has moved to convert or dismiss the case because, in
the three months that the case has been pending, Anvil has failed
to perform any of the duties imposed on a Chapter 11 debtor in
possession under 11 U.S.C. section 1106(a), section 704(a), and
Rule 2015 FRBP. Anvil has also failed to file any of the documents
required by 11 U.S.C. section 1116(1), as well as documents
required by the UST guidelines. Anvil has failed to retain
counsel—-more to the point, counsel has not properly sought to be
appointed. The schedules filed are incomplete and, where
information is provided, the information is gibberish. Anvil has
never filed a post-petition monthly operating report. The litany of
failings by Anvil and its counsel goes on and on.
The UST has more than amply demonstrated cause to convert or
dismiss the case under 11 U.S.C. section 1112(b)(4)(F), (b)(4)(H),
and section 1112(e). The exceptions under section 1112(b)(1) and
(b)(2) do not apply in this case. In the exercise of its
discretion, the Court finds that dismissal of this Chapter 11 case
is in the best interests of creditors and the estate. Anvil is
barred from filing a Chapter 11 case for 240 days from the date
this case is closed, to afford creditors the ability to foreclose
their tax liens without interference. The 240-day bar to Anvil
filing a Chapter 11 petition extends to any person or entity to
whom Anvil transfers any of the real properties at issue in this
case, to ensure that Anvil cannot end-run this decision.
A copy of the Court's Decision and Order dated Jan. 24, 2019 is
available at:
http://bankrupt.com/misc/nywb2-18-21092-35.pdf
About Anvil Holdings LP
Anvil Holdings LP sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D.N.Y. Case No. 18-21092) on Oct. 24,
2018. At the time of the filing, the Debtor estimated assets of
less than $500,000 and liabilities of less than $500,000.
APEX CLEANING: Unsecured Creditors to Get $100,000 Over 5 Years
---------------------------------------------------------------
Apex Cleaning Supply, Inc., filed a Chapter 11 plan and
accompanying disclosure statement.
Class 9, Unsecured Claims, are impaired. The Debtor will pay Class
9 unsecured creditors the sum of $100,000 over 5 years. They will
not be entitled to interest. The projected dividend is
approximately 10%
Class 2, United Bank- UCC on Personal Property, is impaired. The
United Bank loans will be consolidated into one loan up to the
extent they are secured and the "Modified Secured Claim" will be
paid in over five years at 5%. The total estimated "Modified
Secured Claim" is projected to be $ 180,000. The balance of the
United Bank Claims will become part of unsecured creditor Class.
Class 3, Community Bank, is impaired. Community Bank will be paid
in full. The debtor will turn over the proceeds of insurance on a
destroyed vehicle to the bank. The Balance will be paid over 5
years at 5% interest.
Class 4, Financial Pacific Leasing, is impaired. The 2 Financial
Pacific loans will be consolidated into one loan up to the extent
they are secured and the "Modified Secured Claim" will be paid in
over years at 5%. The total estimated "Modified Secured Claim" is
projected to be $20,000.00. Balance to become part of unsecured
creditor Class.
Class 5, Enverto Investment Group, LLC, is impaired. The 2 Enverto
Investment Group loans secured by the Aztec cleaning equipment will
be consolidated into one loan up to the extent they are secured and
the "Modified Secured Claim" will be paid in over 5 years at 5%.
The total estimated "Modified Secured Claim" is projected to be $
20,000.00. Balance to become part of unsecured creditor Class.
Class 6, Merchant Cash & Capital LLC, d/b/a Bizfi Funding, is
impaired. They have a junior lien on accounts receivables. Their
lien is subordinate to United Bank's blanket Lien. Since United
Bank is significantly undersecured, the Debtor believes that this
creditor is wholly unsecured.
Class 7, Executory Contracts, is impaired. The Debtor has a lease
for 175 N. Beeson Avenue, Uniontown, Pa 15425, for the rental of
that commercial space from the principal for a base net, net lease
of $6,000 per month. This lease will be assumed under the plan.
Class 8, Secured & Priority Tax Claims, is impaired. The allowed
claims of the various governmental entities holding secured and
priority tax claims against the Debtor will be paid in full over
five years with allowed statutory interest.
Class 10, Equity Shareholders, is impaired. The equity interest of
Mark Suchevits will be retained. He will not be permitted to
increase his compensation until the payments to class 9 have been
completed.
The Debtor has increased its cleaning contracts and lowered its
overhead. This Debtor believes its cash flow from cleaning
contracts will be sufficient to fund this plan successfully.
Cash on hand is $20,877.47 as of January 17, 2019. Estimated cash
on hand is $35,000 on date of confirmation.
A full-text copy of the Disclosure Statement dated January 17,
2019, is available at https://tinyurl.com/ydfot277 from
PacerMonitor.com at no charge.
About Apex Cleaning Supply
Apex Cleaning Supply, Inc., is a full line janitorial supply and
service company located in Uniontown, Pennsylvania. The company's
service division has been in business for over 25 years. The
company specializes in daily maintenance, post construction
clean-up, stripping and refinishing all types of flooring, carpet
cleaning, kitchen degreasing, window cleaning and more.
Apex Cleaning Supply filed a Chapter 11 petition (Bankr. W.D. Pa.
Case No. 17-25033) on Dec. 15, 2017. The petition was signed by
Mark Suchevits, president/owner. Donald R. Calaiaro, Esq., at
Calaiaro Valencik. At the time of filing, the Debtor estimated
$100,000 to $500,000 in assets and $1 million to $10 million in
estimated liabilities.
APPALACHIAN LIGHTING: Seeks to Hire Sherwood as Sales Agent
-----------------------------------------------------------
Appalachian Lighting Systems, Inc., a/k/a Alled, seeks authority
from the U.S. Bankruptcy Court for the Western District of
Pennsylvania to employ Sherwood Partners, Inc., as sales agent to
the Debtor.
Appalachian Lighting requires Sherwood to:
(a) work with the Debtor to create a list of assets to be
sold, including the intellectual property assets;
(b) advise on the structure of a sale process;
(c) work with the Debtor to develop a target list of potential
acquirers;
(d) work with the Debtor to prepare an offering memorandum,
non-disclosure agreement and data room;
(e) assist potential buyers with due diligence and formulation
of offers; and
(f) work with the Debtor to assist in the closing of a
Transaction.
Sherwood will be paid as follows:
(a) Consulting Fee: Debtor will pay a consulting fee to
Sherwood in the amount of $15,000.00 (the "Consulting
Fee") upon the Court's entry of an order approving
Sherwood's retention.
(b) Success Fee: In addition to the Consulting Fee, Sherwood
will be entitled to a success fee (the "Success Fee")
equal to (i) $50,000 for any sale with Sales Gross Value
under $1,000,000, and (ii) $50,000 plus (A) 5% of
any incremental Sales Gross Value above $1,000,000 and
less than $1,500,000; (B) 6% of any incremental Sales
Gross Value above $1,500,000 and less than $1,750,000; (C)
7% of any incremental Sales Gross Value above $1,750,000
and less than $2,000,000; and (D) 8% of any incremental
Sales Gross Value above $2,000.00. If Debtor successfully
achieves a plan of reorganization in the case, Sherwood
will receive a flat success fee of $85,000 which would be
in addition to the Consulting Fee
Sherwood will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Michael A. Maidy, co-founters and co-CEO of Sherwood Partners,
Inc., 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.
Sherwood can be reached at:
Michael A. Maidy
SHERWOOD PARTNERS, INC.
3945 Freedom Circle, Suite 560
Santa Clara, CA 95054
Tel: (650) 454-8001
Fax: (650) 454-8040
About Appalachian Lighting Systems
Founded in 2007, Appalachian Lighting Systems, Inc. --
http://www.alled.co/-- specializes in the development and
manufacturing process of solid-state lighting (SSL). The company
makes solid-state lighting solutions for small and large area
outdoor and indoor applications. These fixtures are engineered to
deliver at least 150,000 hours of maintenance-free operation and to
provide 70 to 90 percent energy savings compared to the traditional
lights they replace. The company is based in Ellwood City,
Pennsylvania, where it designs, engineers and manufactures its
product.
Appalachian Lighting Systems, based in Ellwood City, Pennsylvania,
filed a Chapter 11 petition (Bankr. W.D. Pa. Case No. 17-24454) on
Nov. 3, 2017. In the petition signed by James J. Wassel,
president, the Debtor estimated $1 million to $10 million in both
assets and liabilities. The Hon. Gregory L. Taddonio oversees the
case. Robert O Lampl, Esq., at the Law Office of Robert Lampl,
serves as bankruptcy counsel.
AVERY'S USED CARS: Has Until April 3 to File Plan, Disclosures
---------------------------------------------------------------
This case came on for status conference of Avery's Used Cars &
Trucks, Inc., on January 16, 2019. At the hearing, the Bankruptcy
Court directed the Debtor to file a Plan and Disclosure Statement
on or before April 3, 2019. The hearing on the approval of the
Disclosure Statement shall be consolidated with the hearing on the
confirmation of the Plan and will be scheduled as set forth
herein.
About Avery's Used Cars & Trucks Inc.
Avery's Used Cars & Trucks Inc. sought protection under Chapter 11
of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-10428) on Dec.
4, 2018. At the time of the filing, the Debtor estimated assets of
less than $1 million and liabilities of less than $500,000. The
case has been assigned to Judge Michael G. Williamson.
B. & J. PROPERTY: Seeks Access to Columbia Credit Cash Collateral
-----------------------------------------------------------------
B. & J. Property Investments, Inc., seeks authorization from the
U.S. Bankruptcy Court for the District of Oregon to use cash
collateral during the pendency of its case.
In order to preserve and maintain the value of the assets of the
estate, the Debtor requires cash for the payment of expenses such
as operating expenses, taxes, insurance, and payroll. The Debtor
projects it will use the amounts set forth in the budget from the
Petition Date through Dec. 31, 2019 for normal and usual operating
expenses, to fund utility deposits as may be necessary upon
commencement of such services, and for other costs and expenses as
may be required or approved by the Court.
The Debtor and Columbia Credit Union are parties to certain loan
and security agreements, pursuant to which Columbia asserts it
holds perfected security interests and liens in the real estate
located at 4490 Silverton Road, N.E., Salem, Oregon, including a
perfected lien and security interest on any and all rents received
by the RV Park or self-storage unit facility. On the Petition Date,
the Debtor's obligations to Columbia Credit totaled approximately
$2,231,445.
Columbia Credit is granted a replacement security interest in and
lien upon all of Debtor's assets of the same category, type, kind,
character and description as were subject to the perfected and
valid security interests in existence on the Petition Date and will
have the same relative priority as any valid and unavoidable lien
held by Columbia Credit as of the Petition Date.
Commencing Feb. 20, 2019 and the 20th day of each month thereafter,
the Debtor will pay the sum of $14,080.16 to Columbia Credit.
The Debtor submits the position of Columbia Credit will be
adequately protected through the replacement collateral and the
adequate protection payments. As additional adequate protection for
the use by Debtor of cash in which Columbia Credit claims an
interest, the Debtor will maintain and manage its property, pay
taxes and insurance, and protect the property from diminution in
value from and after the Petition Date.
A full-text copy of the Debtor's Motion is available at
http://bankrupt.com/misc/orb19-60138-6.pdf
About B. & J. Property Investments
B. & J. Property Investments, Inc., is a privately held company
engaged in commercial and industrial machinery and equipment rental
and leasing.
B. & J. Property Investments filed a Chapter 11 petition (Bankr. D.
Ore. Case No. 19-60138) on Jan. 17, 2019. In the petition signed
by William Berman, president, the Debtor estimated $1 million to
$10 million in assets and the same range of liabilities. The case
is assigned to Judge Peter C. McKittrick. The Debtor is
represented by Tonkon Torp LLP.
BAY TERRACE: Auction Sale, Confirmation Hearing Set for March 5
---------------------------------------------------------------
The Bankruptcy Court has issued an order approving the modified
disclosure statement explaining Bay Terrace Country Club, Inc.'s
Chapter 11 plan and scheduled the hearing to consider confirmation
of the Plan for March 5, 2019 at 03:00 PM. Last day to object to
confirmation is February 26. Ballots are also due by February 26.
A REAL has a secured claim of $3,821,857.46, plus interest, legal
fees, and costs as it accrues in accordance with the Stipulation
and Consent Order. In full satisfaction, release and discharge of
the Allowed Secured Claim, the Holder of the Allowed A REAL Secured
Claim, on the Effective Date: A REAL will purchase the Properties
for $5,500,000.00, offset by the payment of the Allowed Amount of
the A REAL Secured Claim, on the terms and conditions set forth in
the Stipulation and Consent Order by and between A REAL and the
Debtor. If A REAL is not the successful bidder of the Properties
at the Auction Sale scheduled under the Bid Procedures Order, A
REAL will be paid the full amount of its claim plus interest that
accrues pursuant to A REAL's Loan Documents.
An auction sale will be conducted on March 5, 2019 at 11:00 am at
the Offices of Shafferman & Feldman LLP, 137 Fifth Avenue, 9th
Floor, New York, New York. A hearing to consider the approval of
the sale will be also be held on March 5, 2019 at 3:00 pm.
Objections to the sale must be filed and served not later than
March 1, 2019 at 5:00 pm.
A full-text copy of the Stipulation and Consent Order between the
Debtor and A REAL is available at https://tinyurl.com/y8lwwed9 from
PacerMonitor.com at no charge.
A full-text copy of the modified Disclosure Statement dated January
17, 2019, is available at https://tinyurl.com/y8j86sza from
PacerMonitor.com at no charge.
A redlined version of the Disclosure Statement is available at
https://tinyurl.com/y8bsb59p from PacerMonitor.com at no charge.
About Bay Terrace Country Club
Bay Terrace Country Club, Inc., operates the Bay Terrace Country
Club located in Bayside, Queens, a cooperative-owned private swim
club overlooking Little Neck Bay. The club provides its members
and guests a large assortment of fun and healthy activities for
both children and adults.
Bay Terrace Country Club sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D.N.Y. Case No. 18-42627) on May 4, 2018.
In the petition signed by Maureen Hilsdorf, president, the Debtor
estimated assets of $1 million to $10 million and liabilities of $1
million to $10 million. Judge Carla E. Craig presides over the
case. The Debtor hired Shafferman & Feldman LLP as bankruptcy
counsel, and Sahn Ward Coscignano, PLLC, as special counsel.
BBRANDS GROUP: Seeks to Hire Eric A. Liepins as Counsel
-------------------------------------------------------
BBrands Group (The Colony), LLC, seeks authority from the U.S.
Bankruptcy Court for the Eastern District of Texas to employ Eric
A. Liepins, P.C., as counsel to the Debtor.
BBrands Group requires Eric A. Liepins to represent the Debtor in
the Chapter 11 Bankruptcy Proceedings.
Eric A. Liepins will be paid at these hourly rates:
Attorneys $275
Paralegals $30 to $50
Eric A. Liepins will be paid a retainer in the amount of $5,000,
plus $1,717 filing fee.
Eric A. Liepins will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Eric A. Liepins, partner of Eric A. Liepins, P.C., assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.
Eric A. Liepins can be reached at:
Eric Liepins, Esq.
ERIC A. LIEPINS, P.C.
12770 Coit Road, Suite 1100
Dallas, TX 75251
Tel: (972) 991-5591
Fax: (972) 991-5788
About BBrands Group
BBrands Group (The Colony), LLC, filed a Chapter 11 bankruptcy
petition (Bankr. E.D. Tex. Case No. 19-40169) on Jan. 23, 2019.
The Debtor hired Eric A. Liepins, P.C., as counsel.
BLUE BEE: Authorized to Continue Cash Collateral Use Until May 18
-----------------------------------------------------------------
The Hon. Sandra R. Klein of the U.S. Bankruptcy Court for the
Central District of California authorized Blue Bee, Inc., d/b/a
ANGL, to use cash collateral to (i) pay all of the expenses set
forth in the Operating Budget for the 16-week period from Jan. 27,
2019 through and including May 18, 2019, with authority to deviate
from the line items contained in the Budget by not more than 20%,
on both a line item and aggregate basis, with any unused portions
to be carried over into the following week(s) and (ii) pay all
quarterly fees owing to the Office of the U.S. Trustee and all
expenses owing to the Clerk of the Bankruptcy Court.
A full-text copy of the Order is available at
http://bankrupt.com/misc/cacb16-23836-433.pdf
About Blue Bee
Headquartered near downtown Los Angeles, California in Vernon,
California, Blue Bee, Inc., doing business as ANGL, is a retailer
doing business under the "ANGL" brand offering stylish and
contemporary women's clothing at reasonable prices to its
fashion-savvy customers. As of Oct. 19, 2016, Blue Bee owns and
operates 21 retail stores located primarily in shopping malls
throughout the state of California. Founders Jeff Sunghak Kim and
his wife, Young Ae Kim, continue to be actively involved in Blue
Bee's business operations as the President and Secretary of the
Company, respectively.
Blue Bee filed a Chapter 11 petition (Bankr. C.D. Cal. Case No.
16-23836) on Oct. 19,2016. Jeff Sungkak Kim, its president, signed
the petition. The Debtor estimated assets and liabilities at $1
million to $10 million. Judge Sandra R. Klein is the case judge.
The Debtor is represented by Juliet Y. Oh, Esq., at Levene, Neale,
Bender, Yoo & Brill LLP.
BWR LLC: Seeks to Hire Sader Hospitality as Resort Manager
----------------------------------------------------------
BWR, LLC seeks approval from the U.S. Bankruptcy Court for the
Southern District of California to hire Sader Hospitality Worldwide
to manage its resort in Holtville, California.
The firm will provide hands-on hotel resort managerial services to
rebuild and relaunch the operational capacity of the Barbara Worth
Resort.
The Debtor will pay the firm a management fee in the fixed amount
of $5,000 and 2% gross operating profit. It will also reimburse
the firm's work-related expenses.
Ghassan Sader, president and chief executive officer of Sader
Hospitality Worldwide, assures the court that he is a
"disinterested person" within the context and meaning of Secs.
101(14) and 327 of the Bankruptcy Code.
The firm can be reached through:
Ghassan J. Sader
Sader Hospitality Worldwide LLC
1256 W. 7th St.
Los Angeles, CA 90017
Phone: (858) 349-2996
About BWR LLC
BWR, LLC is a privately held company based in Holtville,
California. It was formed by Kevin G. Smith on May 23, 2018, with
Resort Mgmt. LLC acting as its manager.
BWR filed a Chapter 11 petition (Bankr. S.D. Cal. Case No.
18-03650) on June 19, 2018. In the petition signed by Kevin Smith,
manager, the Debtor estimated $1 million to $10 million in both
assets and liabilities. Wolfgang F. Hahn, Esq., at Wolfgang F.
Hahn & Associates is the Debtor's counsel.
Judge Louise DeCarl Adler presides over the case.
CARE PRODUCTS: Seeks to Hire JS Whitworth as Attorney
-----------------------------------------------------
Care Products, Inc., seeks authority from the U.S. Bankruptcy Court
for the Southern District of Texas to employ JS Whitworth Law Firm,
PLLC, as attorney to the Debtor.
Care Products requires JS Whitworth to:
(a) provide legal advice with respect to the Debtor's rights
and duties as debtor-in-possession and continued business
operations;
(b) assist, advise and represent the Debtor in analyzing the
Debtor's capital structure, investigating the extent and
validity of liens, cash collateral stipulations or
contested matters;
(c) assist, advise and represent the Debtor in post-petition
financing transactions;
(d) assist, advise and represent the Debtor in the sale of
certain assets;
(e) assist, advise and represent the Debtor in the formulation
of a disclosure statement and plan of reorganization and
to assist the Debtor in obtaining confirmation and
consummation of a plan of reorganization;
(f) assist, advise and represent the Debtor in any manner
relevant to preserving and protecting the Debtor's estate;
(g) investigate and prosecute preference, fraudulent transfer
and other actions arising under Debtor's bankruptcy
avoiding powers;
(h) prepare on behalf the Debtor all necessary applications,
motions, answers, orders, reports, and other legal papers;
(i) appear in Court and to protect the interests of the Debtor
before the Court;
(j) assist the Debtor in administrative matters;
(k) perform all other legal services for the Debtor which may
be necessary and proper in these proceedings;
(l) assist, advise and represent the Debtor in any litigation
matters, including, but not limited to, adversary
proceedings;
(m) continue to assist and advise the Debtor in general
corporate and other matters related to the successful
reorganization of the Debtor;
(n) provide other legal advice and services, as requested by
the Debtor, from time to time.
JS Whitworth will be paid at these hourly rates:
Attorneys $300
Legal Assistants $125
JS Whitworth will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Jana Smith Whitworth, a partner at JS Whitworth Law Firm, 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.
JS Whitworth can be reached at:
Jana Smith Whitworth, Esq.
JS WHITWORTH LAW FIRM, PLLC
112 E. Kiwi Avenue
McAllen, TX 78504
Tel: (956) 371-1933
E-mail: janaswhitworth@gmail.com
About Care Products
Care Products, Inc., is a manufacturer of household and
institutional furniture and kitchen cabinet. Its manufacturing
facilities are located on a 1.46 acre tract out of Lot 135, Pride
O'Texas Subdivision, City of McAllen, Hidalgo County, Texas.
Care Products, Inc., filed a voluntary petition for relief under
Chapter 11 of Title 11 of the United States Code (Bankr. S.D. Tex.
Case No. 19-70023) on Jan. 23, 2019. In the petition signed by
Charles L. Graham, president, the Debtor disclosed $520,123 in
assets and $1,254,809 in liabilities. Jana Smith Whitworth, Esq.,
at JS Whitworth Law Firm, PLLC, represents the Debtor.
CC CARE LLC: 19th Interim Cash Collateral Use Okayed
----------------------------------------------------
The Hon. Janet S. Baer of the U.S. Bankruptcy Court for the
Northern District of Illinois authorized CC Care, LLC, and each of
its affiliates the continued use of cash collateral during the term
of the 19th Interim Order, solely to pay the ordinary and
reasonable expenses for each Operating Debtors through week ending
Feb. 9, 2019.
The final hearing on Debtor's Cash Collateral Motion will be held
on Feb. 7, 2019 at 10:00 a.m.
The Debtors, together with certain non-debtor affiliates, the
Lenders Party from time to time (AR Lenders), and MidCap Funding IV
Trust (f/k/a MidCap Funding IV, LLC) as assignee of Midcap
Financial Trust (f/k/s MidCap Financial, LLC) and successor
administrative agent entered into a Credit and Security Agreement
that was amended numerous times through the present.
The AR Lenders' Prepetition Obligations are secured by the accounts
receivable of the Operating Debtors. As of the Petition Date, the
AR Lenders assert they were owed $8,390,988 in revolving loan
principal obligations, plus interest, fees, costs and expenses.
Laureate Ltd., as successor in interest to the United States
Department of Housing and Urban Development ("HUD") as assignee of
the FHA mortgage, asserts claims against each Operating Debtor
based on the HUD Loan Documents, mortgage insurance contracts, and
operating lease rents applicable to each facility and against JLM
Financial Healthcare, LP, for the aggregate, are no less than (a)
$81,834,514, representing the approximate total outstanding
principal amount of the HUD loans as of the Petition Date; (b)
$82,898,528, representing the approximate aggregate amount paid by
HUD under its contracts for mortgage insurance; (c) the amount of
rents with respect to each facility, in an approximate amount not
less than the amount of debt service on the applicable HUD mortgage
loan; and (d) other unpaid amounts, obligations or claims.
The Pre-petition Agent, the AR Lenders, Laureate as successor in
interest to HUD with respect to the Assigned Claims, and Edward Don
& Company have consented to the individual Budgets for each of the
Operating Debtors.
The AR Lenders, Laureate and Edward Don, are each granted valid and
perfected, replacement security interests in and liens on all of
the Debtors' right, title and interest in to and under the
collateral. The AR Lenders, the HUD and Edward Don are also granted
an administrative expense claim with priority in payment over any
and all administrative expenses of the kinds, if and to the extent
the adequate protection of the interests of the Lenders, Laureate
and Edward Don in the collateral proves inadequate.
The Prepetition Agent, the AR Lenders, Laureate and Edward Don are
granted an administrative expense claim if and to the extent the
adequate protection of the interests of the Prepetition Agent,
Laureate and Edward Don in the collateral pursuant to the
Fourteenth Interim Order proves inadequate. Such administrative
expense claim will have priority in payment over any and all
administrative expenses.
Moreover, pursuant to the Order, the Debtors are mandated to:
(a) deliver to the AR Lenders, Laureate and Edward Don such
financial and other information concerning the business and affairs
of the Debtors, as the AR Lenders and the HUD will reasonably
request from time to time;
(b) provide the AR Lenders, Laureate and Edward Don with
detailed information as to the extent and composition of the
collateral and any collections thereon;
(c) maintain (i) insurance on the collateral and the
facilities to cover their assets from fire, theft and other damage;
and (ii) professional liability insurance, all in compliance with,
and to the extent required by, HUD Program Obligations, until the
payment in full, in cash, of all amounts due to AR Lenders and
Laureate; and
(d) maintain the collateral and their businesses in good
repair.
A full-text copy of the 19th Agreed Interim Order is available at:
http://bankrupt.com/misc/ilnb17-32406-425.pdf
About CC Care, LLC
CC Care, LLC, and its affiliates are Delaware limited liability
companies owned by JLM Financial Healthcare, LP, that operate
long-term care facilities that provide nursing, healthcare,
therapeutic and social services to the chronically ill with a
diagnosis of mental illness.
The operating entities own these nursing care facilities:
Entity Facility Name/Location
------ ----------------------
CC Care Community Care Center, Chicago, Illinois
BT Care Bourbonnais Terrace Nursing Home, Bourbonnais, Ill.
CT Care Crestwood Terrace Nursing Center, Crestwood, Ill.
FT Care Frankfort Terrace Nursing Center, Frankfort, Ill.
JT Care Joliet Terrace Nursing Center, Joliet, Illinois
KT Care Kankakee Terrance Nursing Center, Bourbonnais, Ill.
SV Care Southview Manor, Chicago, Illinois
TN Care Terrace Nursing Home, Waukegan, Illinois
WCT Care West Chicago Terrace Nursing Home, West Chicago, Ill.
On Oct. 30, 2017, Chapter 11 bankruptcy petitions were filed by CC
Care, LLC, doing business as Community Care Center (Bankr. N.D.
Ill. Lead Case No. 17-32406), and BT Bourbonnais Care, LLC, doing
business as Bourbonnais Terrace Nursing Home (Case No. 17-32411),
CT Care, LLC (17-32417), FT Care, LLC (17-32423), JT Care, LLC
(17-32425), KT Care, LLC (17-32427), SV Care, LLC (17-32430), TN
Care, LLC (17-32429), WCT Care, LLC (17-32433), JLM Financial
Healthcare, LP (17-32421). Patrick Laffey, their manager and
designated representative, signed the petitions.
The cases are jointly administered under Case No. 17-32406 and
assigned to Judge Janet S. Baer.
At the time of filing, CC Care estimated $1 million to $10 million
in assets and liabilities.
The Debtors tapped Burke Warren Mackay & Serritella P.C. and Crane,
Simon, Clar & Dan as attorneys. Development Specialists, Inc., is
the Debtors' financial advisor.
On Nov. 27, 2017, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. Province, Inc., was
tapped as financial advisor to the Committee, effective as of June
11, 2018.
CELL SCIENCE: Unsecured Creditors to Get 30% Under Chap. 11 Plan
-----------------------------------------------------------------
Cell Science Systems Corp. filed a plan of reorganization and
accompanying disclosure statement.
Class 3 - Allowed General Unsecured Claims are impaired. The
Debtor estimates the aggregate amount of Class 3 general unsecured
claims totals approximately $1,700,000. Each holder of an Allowed
general unsecured claim against the Debtor shall be paid thirty
percent (30%) of the Allowed amount of the Claim on a quarterly
basis over four (4) years, commencing on the first of the month
after the Effective Date.
Class 1 - Allowed Secured Claim of Broward County (2017) are
impaired. Class 1 consists of the secured claim of Broward County
based on a 2017 tangible property tax for the principal sum of
$20,255.91. The claim shall be paid in equal quarterly payments
commencing on the Effective Date and ending five years after the
date of the entry of the order for relief.
Class 2 - Allowed Secured Claim of Broward County (2018) are
impaired. Class 2 consists of the secured claim of Broward County
based on a 2018 tangible property tax for the principal sum of
$27,247.79. The claim shall be paid in equal quarterly payments
commencing on the Effective Date and ending five years after the
date of the entry of the order for relief.
Class 4 - Consists of the Debtor's Equity Interests in assets of
the Estate, which includes interests in any share of preferred
stock, common stock or other instrument evidencing ownership
interest in the Debtor, whether or not transferable, and any
option, warranty, right, contractual or otherwise, to acquire any
such interest. The holders of Equity Interests shall retain their
Equity Interests in the reorganized Debtor.
The Plan will be funded primarily by the Debtor's Cash on hand,
operating income, and any additional Cash held by the Debtor as of
the date of the Confirmation Hearing.
A full-text copy of the Disclosure Statement dated January 17,
2019, is available at https://tinyurl.com/ycr482gs from
PacerMonitor.com at no charge.
About Cell Science
Cell Science Systems Corporation --
https://www.cellsciencesystems.com/ -- is a speciality clinical
laboratory that develops and performs laboratory testing in
immunology and cell biology supporting the personalized treatment
and prevention of chronic disease. Cell Science Systems operates a
CLIA certified laboratory and is a FDA inspected and registered
CGMP medical device manufacturer meeting ISO EN13485 standards.
Cell Science Systems filed for bankruptcy protection (Bankr. S.D.
Fla. Case No. 18-17541) on June 22, 2018. Judge Raymond Ray
presides over the case. Furr & Cohen represents the Debtor.
CENTRO GROUP: Seeks to Hire Neuman Law as Special Counsel
---------------------------------------------------------
Centro Group, LLC, seeks approval from the U.S. Bankruptcy Court
for the Southern District of Florida to hire Neuman Law, P.A., as
special counsel.
The firm will assist the Debtor in the investigation and
prosecution of claims tied to the purchase of Centro HCM, LLC.
The firm will charge these hourly fees:
Eric J. Neuman, Esq. $390
Associate $265
Paralegals $135
Neuman Law received a retainer in the sum of $5,000.
Eric Neuman, Esq., a partner at Neuman Law, disclosed in a court
filing that his firm neither holds nor represents any interest
adverse to the Debtor's bankruptcy estate, creditors and any other
"party in interest."
The firm can be reached through:
Eric J. Neuman, Esq.
Neuman Law, P.A.
14 Southeast 4th Street, Suite 36
Boca Raton, FL 33432
Phone: +1 561-571-4500
Email: eneumann@neumanlawfla.com
About Centro Group
Centro Group, LLC, is a full service, wholesale group benefits,
human capital, and technology service consulting firm committed to
positioning their clients for future growth. It is headquartered in
Miami, Florida with additional offices in the Boston and St. Louis
areas.
Centro Group, LLC, and ProHCM Holdings, Inc., sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case Nos.
18-23155 and 18-23156) on Oct. 23, 2018.
In the petitions signed by CEO Joseph Markland, Centro Group
estimated assets of less than $50,000 and liabilities of $1 million
to $10 million. ProHCM disclosed $4,284,714 in assets and
$4,238,898 in liabilities.
Judge Jay A. Cristol oversees the cases.
The Debtors tapped Shraiberg, Landau & Page, P.A., as their legal
counsel; and James F. Martin of ACM Capital Partners, as their
chief restructuring officer.
The U.S. Trustee for Region 21 appointed an official committee of
unsecured creditors on Nov. 9, 2018. The committee tapped Kozyak,
Tropin & Throckmorton, LLP as its legal counsel.
CHANGE HEALTHCARE: Moody's Lowers CFR to B2, Outlook Stable
-----------------------------------------------------------
Moody's Investors Service downgraded Change Healthcare Holdings
LLC's Corporate Family Rating to B2, from B1, and Probability of
Default rating to B2-PD, from B1-PD. Moody's also downgraded the
facility ratings on the company's $500 million first-lien revolving
credit facility and $5.0 billion first-lien term loan to B1, from
Ba3, and the rating on its $1.0 billion of senior unsecured notes
to Caa1, from B3. The outlook is stable.
Moody's downgraded the following ratings of (Change Healthcare
Holdings LLC):
Corporate Family Rating, downgraded to B2, from B1
Probability of Default Rating, downgraded to B2-PD, from B1-PD
Senior Secured First-lien Revolving Credit Facility expiring 2022,
downgraded to B1 (LGD3), from Ba3 (LGD3)
Senior Secured First-lien Term Loan maturing 2024, downgraded to B1
(LGD3), from Ba3 (LGD3)
Senior Unsecured Notes maturing 2025, downgraded to Caa1 (LGD6),
from B3 (LGD6)
Outlook, stable
RATINGS RATIONALE
A longer than anticipated integration timeline and increased
investments in systems and infrastructure not contemplated at the
time of the merger with McKesson Technology Solutions ("MTS") have
prevented Change Healthcare from delevering at the pace Moody's had
anticipated. Although the company has maintained stable adjusted
operating margins and good liquidity, expected revenue synergies
have not yet been achieved and the timing for cost synergies is
being pushed out at least another year. The B2 CFR is supported by
the company's strong, $3 billion revenue scale and its leading
position as an end-to-end provider of technology-enabled products
and services across the healthcare payment accuracy continuum. The
contributed assets of the core MTS business unit and substantially
all of "Legacy CHC's" assets constitute one of the largest
financial and administrative healthcare networks in the U.S.,
connected to virtually all private and government payers,
claim-submitting providers and pharmacies, while processing nearly
a third of all U.S. patient records.
Change's high, roughly 7.0-times Moody's-adjusted debt-to-EBITDA
leverage has not eased since consummation of the merger in early
2017, due to merger-related expense overruns, additonal setup costs
not contemlated at the time of the merger, and a small, unexpected
contraction of its top line (which included some business line
rationalization). Revenue weakness has arisen in three operating
areas -- revenue cycle management, enterprise imaging, and patient
communications -- units which together represent about 40% of
Change's top line. Also, only about a third of the $150 million
planned cost synergies have been achieved thus far, requiring
operational resources that had been substantially underestimated.
In very recent quarters signs of revenue stabilization have become
evident, and the company still anticipates realizing the balance of
its planned cost synergies. Moody's continues to believe that the
combined Change Healthcare can realize scale efficiencies, given
the transaction- and volume-driven nature of healthcare payments
processing. Moody's also expects the company can maintain EBITDA
margins of 25% or better, solid for a services company. The
downgrade to B2, then, reflects not only persistently high,
approximately 7.0 times Moody's-adjusted debt-to-EBTIDA leverage,
but also uncertainty as to whether Change can deliver
low-single-digit-percentage revenue gains in fiscal 2020 (ending
March 2020). Revenue stabilization, along with achieving planned
cost synergies, would set the company on a course for meaningful
delevering.
Moody's views Change Healthcare's liquidity as good, with expected
free cash flows of better than $200 million in fiscal 2020, and
continued full availability under an ample, $500 million revolving
credit facility. Moody's sees free cash flow, as a percentage of
debt, in the low-single-digit percentages, somewhat weak even for
the B2 ratings category. While company-expected 2 to 3% revenue
growth would bring Moody's adjusted leverage to about 6.5 times by
early 2020, proceeds from an anticipated IPO within that timeframe
could reduce leverage by roughly another turn. Change Healthcare
continues to have a 4.5 times post-IPO leverage target.
The ratings could be upgraded if earnings growth and synergy
realization enable Change Healthcare to realize Moody's-adjusted
debt-to-EBITDA approaching 6.0 times. IPO proceeds would likely
accelerate management's deleveraging goals. Upward ratings pressure
could also result if free cash flow as a percentage of debt is
expected to be sustained in at least the mid-single digits.
A ratings downgrade could result if Moody's anticipates that
leverage will drift upward instead of showing improvement, due to,
for example, continued top-line pressures, ongoing difficulties
integrating MTS, or failure to achieve anticipated synergies. The
ratings could also be pressured if Moody's anticipates that free
cash flow as a percentage of debt will approach breakeven.
The product of a combination with core MTS, announced in June 2016,
Change Healthcare (formerly known PF2 Newco Holdings, LLC) provides
software and analytics, network solutions, and technology-enabled
services that allow healthcare providers and payers to exchange
information, optimize revenue and cash flow, control costs, and
manage complex healthcare payment workflows. Moody's expects the
company's fiscal 2019 (ending March 2019) revenues to be
approximately $3.3 billion. Change Healthcare is owned 70% by
McKesson Corporation and 30% by Legacy CHC stockholders, including
private equity sponsors Blackstone and Hellman & Friedman.
CHARLESTON HOTEL: Seeks to Hire Supple Law Office as Counsel
------------------------------------------------------------
Charleston Hotel VI LLC and Charleston Hotel VII, LLC filed
applications seeking approval from the U.S. Bankruptcy Court for
the Southern District of West Virginia to hire Supple Law Office,
PLLC as their legal counsel.
The firm will advise the Debtors regarding the administration of
their Chapter 11 cases; participate in negotiations; assist them in
the preparation of a plan of reorganization; and provide other
legal services related to the cases.
Joe Supple, Esq., the attorney who will be handling the cases,
charges an hourly fee of $300. Paralegals charge $100 per hour.
The firm received a retainer of $10,000 prior to the Debtors'
bankruptcy filing.
Supple Law Office neither holds nor represents any interest adverse
to the Debtors' bankruptcy estate, according to court filings.
The firm can be reached through:
Joe M. Supple, Esq.
Supple Law Office, PLLC
801 Viand Street
Point Pleasant, WV 25550
Phone: 304-675-6249
Email: joe.supple@supplelaw.net
About Charleston Hotel
Charleston Hotel VI, LLC, and Charleston Hotel VII, LLC, are
privately held companies that operate in the traveler accommodation
industry.
On Jan. 23, 2019, Charleston Hotel VI and Charleston Hotel VII
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
S.D. W.Va. Case Nos. 19-20025 and 19-20026). At the time of the
filing, the Debtors estimated assets of $1 million to $10 million
and liabilities of $1 million to $10 million. The cases are
assigned to Judge Frank W. Volk. Supple Law Office, PLLC, serves
as the Debtors' counsel.
CHARLOTTE RUSSE: Case Summary & 30 Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: Charlotte Russe Holding, Inc.
5910 Pacific Center Blvd., Suite 120
San Diego, CA 92121
Business Description: Charlotte Russe --
https://www.charlotterusse.com -- is a
specialty fashion retailer of young women's
apparel and accessories comprised of seven
entities. The Debtors are headquartered in
San Diego, California and have one
distribution center located in Ontario,
California. In addition, the Debtors lease
office space in Los Angeles, California and
San Francisco, California, where they
primarily conduct merchandising, marketing,
e-commerce and technology functions. The
Debtors sell their merchandise to customers
in the contiguous 48 states, Hawaii, and
Puerto Rico through their online store and
512 Charlotte Russe brick-and-mortar stores
located in various regional malls, outlet
centers, and lifestyle centers. The bulk of
the Debtors' apparel and accessory products
are sold under the Charlotte Russe brand
with ancillary brands for denim and perfume
(Refuge), young women's plus-size apparel
(Charlotte Russe Plus), and cosmetics
(Charlotte by Charlotte Russe).
Chapter 11 Petition Date: February 3, 2019
Seven affiliates that simultaneously filed voluntary petitions
seeking Chapter 11 relief:
Debtor Case No.
------ --------
Charlotte Russe Holding, Inc. (Lead Case) 19-10210
Charlotte Russe Holdings Corporation 19-10211
Charlotte Russe Intermediate Corporation 19-10212
Charlotte Russe Enterprise, Inc. 19-10213
Charlotte Russe, Inc. 19-10214
Charlotte Russe Merchandising, Inc. 19-10215
Charlotte Russe Administration, Inc. 19-10216
Court: United States Bankruptcy Court
District of Delaware (Delaware)
Judge: Hon. Laurie Selber Silverstein
Debtors' Counsel: Justin R. Alberto, Esq.
Erin R. Fay, Esq.
Daniel N. Brogan, Esq.
BAYARD, P.A.
600 North King Street, Suite 400
Wilmington, Delaware 19801
Tel: (302) 655-5000
(302) 429-4226
Fax: (302) 658-6395
Email: jalberto@bayardlaw.com
efay@bayardlaw.com
- and -
Seth Van Aalten, Esq.
Michael Klein, Esq.
Summer M. McKee, Esq.
COOLEY LLP
1114 Avenue of the Americas
New York, New York 10036
Tel: (212) 479-6000
Fax: (212) 479-6275
Email: svanaalten@cooley.com
mklein@cooley.com
smckee@cooley.com
Debtors'
Investment
Banker: GUGGENHEIM SECURITIES, LLC
Debtors'
Lease
Disposition
Consultant &
Business
Broker: A&G REALTY PARTNERS, LLC
Debtors'
Liquidation
Consultant: GORDON BROTHERS RETAIL PARTNERS, LLC &
HILCO MERCHANT RESOURCES, LLC
- and -
MALFITANO ADVISORS, LLC
Debtors'
Claims,
Noticing &
Administrative
Agent: DONLIN, RECANO, & COMPANY, INC.
https://www.donlinrecano.com/Clients/crusse/Index
Charlotte Russe Holding's
Estimated Assets: $100 million to $500 million
Charlotte Russe Holding's
Estimated Liabilities: $100 million to $500 million
The petitions were signed by Brian M. Cashman, chief restructuring
officer.
A full-text copy of Charlotte Russe Holding's petition is available
for free at:
http://bankrupt.com/misc/deb19-10210.pdf
Consolidated List of Debtors' 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
FedEx ERS Trade Payable $2,945,338
PO Box 371741
Pittsburgh, PA 15250-7741
Kye Beverly
Tel: 949-862-4734
Email: kbeverly@fedex.com
Google Inc. Trade Payable $2,325,033
Accounts Receivable Dept
1600 Amphitheatre Pkwy
Mountain View CA 94043
Sylwia Hebda
Tel: 650-253-8616
Email: afs-cashapps@google.com
Valueline Group Co. Ltd. Trade Payable $2,035,209
FL 7 Huatian Bldg No. 18
Houjie Blvd S Houjie Town
Dongguan City, Guangdong Province
523960 China
David Wang
Tel: 769-812-63588
Email: david@topgloryfootwear.com
East Lion Corp Trade Payable $1,637,313
318 Brea Canyon Rd
City of Industry CA 91789
Julie Kuo
Tel: 626-912-1818
Email: juliek@eastlioncorp.com
Ven Bridge Co Ltd. Trade Payable $1,576,968
35th No. 96
East Zhuanxing Rd
Shanghai, China
Sean Gogarty
Tel: 86-21-34797031
Email: spgtextiles@gmail.com
Shantex Group LLC Trade Payable $1,500,301
530 7th Ave
Ste 703
New York NY 10018
David Orland
Tel: 646-918-6399
Email: david@shantex.us
Merkle Inc. Trade Payable $1,229,583
29432 Network PL
Chicago IL 60673-1432
Kristine Elliot
Tel: 443-542-4348
Email: kelliot@merkleinc.com
RealPlay Corp. DBA Riplay Trade Payable $1,212,474
DBA Riplay Inc.
18350 San Jose Ave
City of Industry CA 91748
Mark Hsia
Tel: 626-964-6348
Email: mark@riplay-llc.com
Global Capital Fashions Inc. Trade Payable $1,114,957
247 West 35th St.
11 FL Front
New york NY 10001
Simon Leung
Tel: 917-232-7894
Email: simon@bluestarfashion.com
Topson Downs/Love Fire Trade Payable $1,035,881
3840 Watseka VAE
Culver City CA 90232
Daniel Abramovitch
Tel: 310-558-0300
Email: danielabramovitch@topsondowns.com
KNY Clothing DBA Yipee Nam Gow Trade Payable $1,026,614
1662 Long Beach Ave
Los Angeles CA 90021
Steve Cho/Karen Oh
Tel: 323-750-0015
Email: lashesclothing@gmail.com
Anan Enterprise Inc. Trade Payable $965,972
DBA Sarah
2080 25th St.
Vernon CA 90058
Sarah Kim
Tel: 323-589-1363
Email: sarahmkim0826@gmail.com
Legend Footwear Inc. Trade Payable $857,564
19445 E Walnut Dr N
City of Industry CA 91789
Jenni Yeh
Tel: 626-934-7268
Email: jenni@legendfootwear.com
Samil Solution Trade Payable $827,744
6F Rio Bldg 790-2 Yeoksam
Seoul 135-929
Korea
Paul Kang
Tel: 822-5655264
Email: paulkang@samilsolution.com
Priority Fulfillment Services Trade Payable $811,287
505 Millenium Dr
Allen TX 75013
Tom Madden
Tel: 972-679-2403
Email: tmadden@pfsweb.com
Mezzanine USA Inc. Trade Payable $774,575
1015 Crocker St R29
Los Angeles CA 90021
Christopher Kim
Tel: 213-748-0044
Email: chris@mezzanineusa.com
JP Original Corp Trade Payable $760,502
19101 E Walnut Dr North
City of Industry CA 91748
Paul Kascsak
Tel: 404-749-5355
Email: paulk@jpo.com
Zhengpeng Trade Co Ltd. Trade Payable $716,820
RM 502 Bldg 2 Hetong Jin
Yuan
QN Fen Rd
Wenshou, China
Sunny
Tel: 577-65008022
Email: sunny.zhengpeng@gmail.com
Double H Sourcing Trade Payable $714,193
RM 205 Hacksankosmotel 110
Gwangjang Dong Gwangjin Ku
Seoul, Korea
Winnie Cho
Tel: 822-3436-8865
Email: winnie@dhsourcing.co.kr
Fortune Dynamic Inc. Trade Payable $680,075
21923 Ferrero Pkwy
City of Industry CA 91789
Tracy Man
Tel: 909-979-8303
Email: tracyman@fortunedynamic.com
Maesa LLC Trade Payable $676,195
40 Worth St, Ste 705
New York NY 10013
Jeff Klein
Tel: 212-674-5555 x484
Email: jeff.klein@maesa.com
Ella L Clothing Inc. Trade Payable $632,593
16828 Armstead St.
Granda Hills CA 91344
James Song
Tel: 818-270-5345
Email: ellal.jamessong@gmail.com
Jessmyn IN USA Trade Payable $621,748
2080 E25th St.
Vernon CA 90058
Kyle Kim
Tel: 213-268-7855
Email: jessmyn.usa@gmail.com
Rhapsody Clothing Inc. Trade Payable $585,882
2222 E Olympic Blvd
Los Angeles CA 90021
Pearl Shinn
Tel: 213-614-8886
Email: pearl.s@rhapsodyclothing.com
Jainson's International Inc. Trade Payable $511,232
7526 Tyrone Ave
Van Nuys CA 91405
Amit Jain
Tel: 818-779-2910
Email: amit@jaincompany.com
Product Development Int'l. Trade Payable $507,109
1350 Broadway Ste 601
New York 10018
Sandy
Tel: 212-279-6186
Email: sandy@pdifashion.com
The Vintage Shop Trade Payable $446,491
MSK Apparel Inc.
1015 S Crocker St
#R-14
Los Angeles CA 90021
Austin Kim Danny Shin
Tel: 213-747-1509
Email: austin4778@hotmail.com;
danny_vintageshop@hotmail.com
Regent-Sutton LLC Trade Payable $435,267
1411 Broadway 8th FL
New York NY 10018
Avi Cohen
Tel: 646-484-3782
Email: avic@jasonmaxwell.com
505 Sonoma Corp DBA GIC Trade Payable $432,465
DBA GIC International
3812 Sebastopol Rd
Santa Rosa CA 95407
Kevin Pan
Tel: 707-238-1886
Email: kevinpan@gicintl.com
R AHN Trade Payable $416,265
2115 E Anderson St.
Vernon CA 90058
Cheyrin (Cindy) Park
Tel: 213-220-7113
Email: bellabettyfashion@gmail.com
CHINA FISHERY: Court Issues Correction on Dec. 27 Decision
----------------------------------------------------------
Bankruptcy Judge James L. Garrity, Jr. issued a correction on its
memorandum decision and order denying China Fishery Group Limited's
motion to intervene in the Trustee's HSBC Adversary Proceeding
dated Dec. 27, 2018.
The following sentences on page 11 of the Memorandum Decision:
There is nothing in the record in support of that contention and
the Trustee has not cited to any support. Nor has the Trustee
presented any evidence of collusion, adversity of interest,
nonfeasance or incompetence on the part of the Trustee, must be
corrected to read as follows:
There is nothing in the record in support of that contention and
CFGL has not cited to any support. Nor has CFGL presented any
evidence of collusion, adversity of interest, nonfeasance or
incompetence on the part of the Trustee.
The case is William A. Brandt, Jr., as Trustee of CFG Peru
Investments Pte. Ltd. (Singapore) Plaintiff, v. The Hongkong and
Shanghai Banking Corporation Limited, Defendant, Adv. Pro. No.
18-01575-JLG (Bankr. S.D.N.Y.).
A copy of the Court's Correction dated Jan. 3, 2019 is available at
https://bit.ly/2Wzr5wu from Leagle.com.
About China Fishery Group Limited (Cayman)
China Fishery Group Limited (Cayman) and its affiliates sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y.
Lead Case No. 16-11895) on June 30, 2016.
In the petition signed by CEO Ng Puay Yee, China Fishery Group
estimated its assets at $500 million to $1 billion and debt at $10
million to $50 million.
The cases are assigned to Judge James L. Garrity Jr.
Weil, Gotshal & Manges LLP has been tapped to serve as lead
bankruptcy counsel for China Fishery and its affiliates other than
CFG Peru Investments Pte. Limited (Singapore). Weil Gotshal
replaces Meyer, Suozzi, English & Klein, P.C., the law firm
initially hired by the Debtors. The Debtors have also tapped
Klestadt Winters Jureller Southard & Stevens, LLP, as conflict
counsel; Goldin Associates, LLC, as financial advisor; RSR
Consulting LLC as restructuring consultant; and Epiq Bankruptcy
Solutions, LLC, as administrative agent. Kwok Yih & Chan serves as
special counsel.
On Nov. 10, 2016, William Brandt, Jr., was appointed as Chapter 11
trustee for CFG Peru Investments Pte. Limited (Singapore), one of
the Debtors. Skadden, Arps, Slate, Meagher & Flom LLP serves as
the trustee's bankruptcy counsel; Hogan Lovells US LLP serves as
special counsel; and Quinn Emanuel Urquhart & Sullivan, LLP, serves
as special litigation counsel.
CHURNEY'S REAL ESTATE: Seeks to Hire Hanna Commercial as Broker
---------------------------------------------------------------
Churney's Real Estate Ltd seeks approval from the U.S. Bankruptcy
Court for the Northern District of Ohio to hire a real estate
broker.
The Debtor proposes to employ Hanna Commercial Real Estate in
connection with the sale and disposition of its real properties in
Warrensville Heights, Ohio.
The firm will get a 6% commission on the first $1 million of the
selling price and 4% on the balance of the selling price.
Hanna is "disinterested" as defined in Section 101(14) of the
Bankruptcy Code, according to court filings.
The firm can be reached through:
Michael J. Occhionero
Hanna Commercial Real Estate
1350 Euclid Avenue, Suite 700
Cleveland, OH 44115
Phone: 216.861.5291
E-mail: MichaelOcchionero@HannaCRE.com
About Churney's Real Estate Ltd.
Churney's Real Estate, Ltd., is a lessor of real estate that owns
four properties in Warrensville Heights, Ohio, which have a total
value of $1.28 million.
Churney's Real Estate sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ohio Case No. 18-17270) on Dec. 7,
2018. At the time of the filing, the Debtor disclosed $1,295,848
in assets and $1,572,667 in liabilities. The case is assigned to
Judge Jessica E. Price Smith. Forbes Law LLC is the Debtor's
counsel.
COLLECTIVE INC: Committee Hires Cullen and Dykman as Counsel
------------------------------------------------------------
The Official Committee of Unsecured Creditors of Collective, Inc.,
and its debtor-affiliates, seeks authorization from the U.S.
Bankruptcy Court for the Southern District of New York to retain
Cullen and Dykman LLP, as counsel to the Committee.
The Committee requires Cullen and Dykman to:
a. advise the Committee with respect to its rights, duties,
and powers in the Chapter 11 Case;
b. assist and advise the Committee in its consultations with
the Debtors relative to the administration of the Chapter
11 Cases;
c. assist the Committee in analyzing the claims of the
Debtors' creditors and the Debtors' structure and in
negotiating with holders of claims and equity interests;
d. assist the Committee in its investigation of the acts,
conduct, assets, liabilities, and financial condition of
the Debtors and of the operation of the Debtors'
businesses;
e. assist the Committee in its investigation of the liens and
claims of the holders of the Debtors' prepetition debt and
the prosecution of any claims or causes of action revealed
by such investigation;
f. assist the Committee in its analysis of, and negotiations
with, the Debtors or any third party concerning matters
related to, among other things, the assumption or rejection
of certain leases of nonresidential real property and
executor contracts, asset dispositions, sale of assets,
financing of other transactions and the terms of one or
more plans of reorganization for the Debtors and
accompanying disclosure statements and related plan
documents;
g. assist and advise the Committee as to its communications to
unsecured creditors regarding significant matters in the
Chapter 11 bankruptcy case;
h. represent the Committee at hearings and other proceedings;
i. review and analyze applications, orders, statements of
operations, and schedules filed with the Bankruptcy Court
and advise the Committee as to their propriety;
j. assist the Committee in preparing pleadings and
applications as may be necessary in furtherance of the
Committee's interests and objectives;
k. prepare any pleadings, motions, memoranda, complaints,
adversary complaints, objections, or comments in connection
with any of the foregoing; and
l. perform such other legal services as may be required or are
otherwise deemed to be in the interests of the Committee in
accordance with the Committee's powers and duties as set
forth in the Bankruptcy Code, Bankruptcy Rules, or other
applicable law.
Cullen and Dykman will be paid at these hourly rates:
Partners $350 to $800
Associates $225 to $475
Paralegals $90 to $175
Cullen and Dykman will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Michelle McMahon, a partner at Cullen and Dykman, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and (a) is not creditors,
equity security holders or insiders of the Debtors; (b) has not
been, within two years before the date of the filing of the
Debtors' chapter 11 petition, directors, officers or employees of
the Debtors; and (c) does not have an interest materially adverse
to the interest of the estate or of any class of creditors or
equity security holders, by reason of any direct or indirect
relationship to, connection with, or interest in, the Debtors, or
for any other reason.
Cullen and Dykman can be reached at:
Michelle McMahon, Esq.
CULLEN AND DYKMAN LLP
44 Wall Street
New York, NY 10005
Tel: (212) 732-2000
E-mail: mmcmahon@cullenanddykman.com
About Collective, Inc.
Collective, Inc., through its proprietary software platform (Visto
Enterprise Ad Hub), offers individual brands, advertising agencies,
and advertisers the ability to purchase and place advertising,
monitor advertising placement, and track return on advertising
investment. It has direct and indirect relationships with over 50
advertising vendors, including companies like Amazon, Facebook, and
Google.
Formed in 2007 under the name Collective Media, Inc., the company
employs 25 persons, including 22 employees out of its home office
in New York City. It is the sole member of CME Co-Op, LLC, which
is an entity formed to hold a portion of the equity in Collective
Europe Holding Cooperatief U.A., a Dutch holding company.
Collective and CME Co-Op, LLC sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. S.D.N.Y. Case Nos. 18-13584 and
18-13585) on Nov. 19, 2018. In the petitions signed by Kerri
Bianchi, president and chief executive officer, Collective
disclosed $39.9 million in assets and $23 million in liabilities as
of Sept. 30, 2018.
The cases are assigned to Judge Sean H. Lane.
The Debtors tapped Wilmer Cutler Pickering Hale and Dorr LLP as
legal counsel; Oaklins DeSilva & Phillips LLC as investment banker;
and Epiq Corporate Restructuring, LLC, as claims, noticing and
administrative agent.
COLLEEN & TOM: Seeks to Hire Kurtzman as Claims Agent
-----------------------------------------------------
Colleen & Tom Enterprises Inc. seeks approval from the U.S.
Bankruptcy Court for the District of Nevada to hire Kurtzman Carson
Consultants, LLC, as its claims and noticing agent.
The firm will oversee the distribution of notices and will assist
in the maintenance, processing and docketing of proofs of claim
filed in the Debtor's Chapter 11 case.
Evan Gershbein, senior vice president of Kurtzman's Corporate
Restructuring Services, disclosed in a court filing that the firm
is "disinterested" as defined in section 101(14) of the Bankruptcy
Code, according to court filings.
The firm can be reached through:
Evan Gershbein
Kurtzman Carson Consultants LLC
2335 Alaska Avenue
El Segundo, CA 90245
Tel: (310) 823-9000
About Colleen & Tom Enterprises
Colleen & Tom Enterprises, Inc. -- http://cccfurnishings.com/--
offers new and gently used home furnishing products.
Colleen & Tom Enterprises sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Nev. Case No. 18-16462) on Oct. 29,
2018. In the petition signed by Colleen Aiken, president, the
Debtor estimated assets of less than $50,000 and liabilities of $1
million to $10 million. Judge Laurel E. Babero oversees the case.
The Debtor tapped Leavitt Legal Services, P.C. as its legal
counsel; and Barlow Douglas and Hall, CPAs as its accountant.
CONSOLIDATED INFRASTRUCTURE: Blames USIC Dispute for Woes
---------------------------------------------------------
Consolidated Infrastructure Group, Inc., said a dispute with USIC,
LLC, has affected its cash flow, and forced it to scale down
operations and now seek Chapter 11 protection.
Michael G. Johnson, president of CIG, recounts that within months
of its inception in 2016, CIG won bids for a few initial industry
contracts. In the underground utility locating and damage
prevention services space, USIC, LLC, holds the largest market
share in North America, with more than 7,500 technicians and more
than 70 million locates performed annually. CIG and USIC competed
for certain of the same contracts, with CIG prevailing at times,
but USIC prevailing more times.
CIG submitted its first competitive bid on a project for which USIC
also bid in early May 2016. The bid was to perform work for AT& T
in a total of six territories in: Texas (three territories),
Oklahoma (one territory), Kansas (one territory), and Missouri (one
territory). In August 2016, after a period of negotiations with
AT&T, AT&T selected CIG as its vendor in two of those territories
(Houston and Oklahoma), and AT&T awarded the other four territories
to USIC. After AT&T awarded it business, CIG built up its
operations workforce, hiring more employees, some of whom were
former CUS employees. At its height, CIG grew to employing
approximately 1,000 people.
Within a period of months, disputes arose between USIC and CIG that
centered around allegations by USIC that certain of CIG's employees
had violated their non-compete agreements and misappropriated trade
secrets.
On Oct. 19, 2016, CIG and certain employees initiated a suit
against USIC, USIC Locating Services, LLC, and Locate Holdings,
Inc. in the U.S. District Court for the District of Nebraska,
through which they sought a declaratory judgment that the former
employees did not misappropriate trade secrets under the federal
Defend Trade Secrets Act and that the restrictive covenants in the
agreements signed by certain of the employees were unenforceable.
The Nebraska Plaintiffs also sought injunctive relief against USIC
for antitrust and anti-competition violations, and for tortious
interference by USIC.
Weeks later, on Nov. 9, 2016, the USIC Parties initiated an action
in the Indiana Superior Court, County of Marion against the
Nebraska Plaintiffs alleging breach of contract, tortious
interference, misappropriation, and pecuniary loss under Indiana
state law.
Nearly since its inception, CIG has been embroiled in lawsuits with
the USIC Parties. The lawsuits have been extremely costly and a
great distraction to CIG's employees and key personnel. As a
result of the litigation and the unprofitability of former
contracts, CIG lost millions of dollars, was forced to terminate
several contracts, and terminated a large portion of its workforce;
from its height of 1,000 employees, CIG now only employs up 75
people. As a result, CIG was forced to reduce its fleet of
vehicles in the field from 850 to 75. CIG also ceased submitting
bids for new contracts and has been focused on performing under its
three remaining Contracts.
Having explored its alternatives, the Board of Directors of CIG
determined that the breathing room permitted by Chapter 11 and the
DIP financing would allow for a sale pursuant to Section 363 of the
Bankruptcy Code and a liquidation through a chapter 11 plan, all of
which would maximize the value of CIG's stakeholders.
By continuing to operate its business and perform under its
Contracts through the sale of its assets, CIG will preserve the
going concern value of its business and continue to seamlessly
perform services that, in the absence of such performance, and
especially the shuttering of CIG's doors immediately, could result
in a public safety crisis in the communities where the Contracts
are located.
To usher CIG through this process, Parallel49 Fund V has agreed to
act as the DIP lender on terms that CIG would not be able to obtain
from any other lender. Other than the initial equity infusion and
a small unsecured advance, CIG has been operating its business
based exclusively on its receivables, and now that it is down to
three contracts, that simply is insufficient to maintain the status
quo.
About CIG
Created in 2016 and headquartered in Omaha, Nebraska, Consolidated
Infrastructure Group, Inc., provides underground utility and damage
prevention services to support others that do underground
construction and maintenance. By providing detailed information on
what lies beneath the surface, CIG's damage prevention services
help protect communities from damage that could otherwise occur
when utilities, other companies, or individuals dig underground
CIG sought Chapter 11 protection (Bankr. D. Del. Case No. 19-10165)
on Jan. 30, 2019. The Hon. Brendan Linehan Shannon is the case
judge.
The Debtor disclosed $11.6 million in assets and $9 million in
liabilities as of Jan. 30, 2019.
RICHARDS, LAYTON & FINGER, P.A., is the Debtor's counsel.
GAVIN/SOLMONESE LLC is the financial advisor and investment banker.
OMNI MANAGEMENT GROUP is the claims and noticing agent.
CONSOLIDATED INFRASTRUCTURE: Files for Chapter 11 to Pursue Sale
----------------------------------------------------------------
Consolidated Infrastructure Group, Inc., which is embroiled in a
dispute with its main rival in the underground utility locating and
damage prevention services business, sought Chapter 11 protection
to pursue a sale of its assets.
Michael G. Johnson, president of CIG, explains that the Debtor
commenced the Chapter 11 case to sell its business as a going
concern to the highest or otherwise best bidder or bidders to
maximize value while avoiding a public safety crisis.
Furthermore, according to Mr. Johnson, Chapter 11 is the most
efficient vehicle through which the Debtor can maximize its
opportunity to recover the AT&T receivable (which to date it has
had difficulty collecting) and other receivables and give the
Debtor breathing room from litigation and the financial drain it
represents so that the Debtor may direct its full attention to
servicing its customers and facilitating the going concern sale of
its business.
The Debtor intends to file a motion for approval of bid and sale
procedures as soon as practicable following the commencement of
this Chapter 11 case.
In light of the significant scaling down of business operations,
litigation and other factors, CIG is cash flow negative and without
additional funding, will not be able to meet its obligations.
Indeed, CIG would have been out of cash in a matter of weeks.
Instead of shuttering CIG's doors, which could have caused a public
safety crisis for the areas covered by the Contracts, the Debtor's
Board of Directors determined to request, and the Investment
Committee of Parallel49 Fund V resolved, to fund CIG on a secured
basis through providing debtor-in-possession financing through
Chapter 11 to facilitate the sale of the Debtor's assets and
thereafter pursue a plan of liquidation.
Prepetition Capital Structure
As of Dec. 31, 2018, the Debtor had an aggregate total of $11.6
million in total assets on a book value basis. A majority of the
Debtor's assets relate to the Contracts, together with equipment,
its information technology system, an over $3,000,000 receivable
due from AT&T (the "AT&T Receivable"), intellectual property
relating to the business, and interests in the Debtor's directors
and officers liability insurance policy with Arch Insurance
Company.
As of the Petition Date, the Debtor had $9 million in total
liabilities on a book value basis. This figure does not include
potential liabilities related to contingent or disputed claims,
such as the Indiana Action. The Debtor's largest liability is a
contingent, disputed litigation pending in the Indiana Superior
Court, Marion County.
The majority of CIG's obligations are unsecured, with two
exceptions related to letters of credit:
* First, CIG is party to a lease with Automotive Rentals, Inc.
and ARI Fleet, LT, through which CIG leases all of its vehicles
used in the field. Pursuant to the terms of the ARI Lease, CIG is
required to maintain a letter of credit in an initial amount of
$1.8 million. As of the Petition Date, CIG holds approximately
$1.23 million in a restricted account to cover the ARI LC.
* Second, Wells Fargo holds restricted cash in the amount of
$75,000 as collateral for CIG's credit limit under its corporate
credit card program. CIG was in the process of terminating its
corporate credit card program prior to the Petition Date. The
amounts funding the ARI LC and the restricted cash in connection
with the corporate credit card program are held in a restricted
cash account at Wells Fargo.
The remainder of CIG's debt is unsecured. CIG received an initial
equity infusion in tranches from Parallel49 Fund V in 2016 and a
small, unsecured advance from Parallel49 Fund V since then.
Parallel49 is an investment adviser to private equity funds,
meaning that it advises pooled investment vehicles, or client
funds, and directs those funds to invest in other companies; it
does not operate them.
About CIG
Created in 2016 and headquartered in Omaha, Nebraska, Consolidated
Infrastructure Group, Inc., provides underground utility and damage
prevention services to support others that do underground
construction and maintenance. By providing detailed information on
what lies beneath the surface, CIG's damage prevention services
help protect communities from damage that could otherwise occur
when utilities, other companies, or individuals dig underground.
CIG sought Chapter 11 protection (Bankr. D. Del. Case No. 19-10165)
on Jan. 30, 2019, disclosing $11.6 million in assets and $9 million
in liabilities as of the bankruptcy filing.
The Hon. Brendan Linehan Shannon is the case judge.
RICHARDS, LAYTON & FINGER, P.A., is the Debtor's counsel.
GAVIN/SOLMONESE LLC is the financial advisor and investment banker.
OMNI MANAGEMENT GROUP is the claims and noticing agent.
CORNERSTONE TOWER: Committee Clawback Suit vs EBF Set for Trial
---------------------------------------------------------------
Chief Bankruptcy Judge Thomas L. Saladino denied the plaintiff's
motion for summary judgment in the case captioned OFFICIAL
COMMITTEE OF UNSECURED CREDITORS, in its capacity as assignee of
Debtor in Possession, Plaintiff, v. EBF PARTNERS, LLC, dba EVEREST
BUSINESS FUNDING, Defendant, No. A17-4050 (Bankr. D. Neb.).
The creditors' committee filed the adversary proceeding to recover
approximately $27,000 in alleged preferential transfers under a
"payment rights purchase and sale agreement" between EBF and the
debtor Cornerstone Tower Service, Inc., and moves for summary
judgment. EBF resists the motion, arguing that the agreement was
for a sale of future receipts and was not a loan, that EBF was
automatically perfected under the U.C.C. when the parties entered
into the agreement, and that the payments were made in the ordinary
course of the parties' business. The nature of the agreement is a
legal question for the court. The section 547(c)(2) defense
requires a factual inquiry and cannot be decided on summary
judgment.
In the parties' agreement in this case, there is no designated
provision for recourse against Cornerstone as there was in the
Qualia case, where Qualia was obligated to buy back any account for
various reasons, including default by Qualia. However, Cornerstone
did execute a blanket security agreement for EBF, and Cornerstone's
president signed a personal guaranty of Cornerstone's performance.
The agreement provides certain protections for EBF against default
or adverse action by Cornerstone.
Nothing in the agreement can be construed to be an obligation to
repurchase accounts, a guarantee of the collectibility of
individual accounts, a reserve to be released only when receivables
are paid, or any other sort of recourse. EBF can withdraw only a
percentage of daily receipts. The security agreement and personal
guaranty come into effect only in the event of default by
Cornerstone, which addresses such significant situations as
Cornerstone going out of business, selling its assets, not making
its receivables available to EBF, or otherwise harming EBF's
interest. Under the terms of the parties' agreement, EBF does not
have a right of recourse.
Therefore, the court finds that the agreement, in this case, is
properly classified as a sale rather than a loan. That does not end
the matter, however, because the court also finds that EBF's
security interest was unperfected, so the debtor retained its
rights and titles to the accounts and they are property of the
bankruptcy estate.
EBF and Cornerstone entered into the agreement less than two months
before Cornerstone filed for bankruptcy protection. Therefore, the
parties do not have a baseline history of "routine" or ordinary
transactions as a layman would understand those terms -- their
transactions occurred only while Cornerstone was in financial
straits. EBF was one of four creditors with whom Cornerstone either
borrowed money or sold receivables within six months before the
petition date.
As noted, the court must undertake a particularly fact-based
inquiry into the applicability of section 547(c)(2). Such an
inquiry is especially important here where there is no evidence
from the debtor regarding the parties' business relationship.
Accordingly, the issue of whether the transfers were made in the
ordinary course of business will be set for trial. Thus, the
plaintiff's motion for summary judgment is denied.
A copy of the Court's Order dated Jan. 3, 2019 is available at
https://bit.ly/2Rx8spb from Leagle.com.
Official Committee of Unsecured Creditors, Plaintiff, represented
by Elizabeth A. Hoffman -- elizabeth.hoffman@koleyjessen.com --
Koley Jessen PC, LLO & Donald L. Swanson --
don.swanson@koleyjessen.com -- Koley Jessen P.C.
EBF Partners, LLC, dba, Defendant, represented by T. Randall Wright
-- rwright@bairdholm.com -- Baird Holm LLP.
About Cornerstone Tower
Headquartered in Grand Island, Nebraska, Cornerstone Tower Service,
Inc., filed for Chapter 11 bankruptcy protection (Bankr. D. Neb.
Case No. 16-40787) on May 13, 2016, estimating its assets at
between $1 million and $10 million and liabilities at between $1
billion and $10 billion. The petition was signed by James Scheer,
president.
Judge Thomas L. Saladino presides over the case.
John C. Hahn, Esq., at Jeffrey, Hahn, Hemmerling & Zimmerman Serves
as the Debtor's bankruptcy counsel.
On June 20, 2016, the U.S. Trustee for the District of Nebraska
appointed the Committee of Unsecured Creditors. On Aug. 24, 2016,
the U.S. Trustee filed an Amended Committee appointment. The
Committee currently consists of three members. The Committee hired
Koley Jessen, P.C., L.L.O., as its legal counsel.
CS360 TOWERS: Adversary Proceeding Needed for Passi Claim
---------------------------------------------------------
Bradley Sharp, in his capacity as Chapter 11 Trustee for the estate
of CS360 Towers, LLC, filed an amended disclosure statement
explaining his Chapter 11 plan to disclose that no secured claims
remain.
Claims filed in the bankruptcy case totaled $21,425,507.61. As of
January 16, no secured claims remain and approximately $11,857,368
in general unsecured claims remain. In the previously filed plan,
the Trustee estimates that approximately $1,635,864 in secured
claims remain and $11,637,368 in general unsecured claims remain.
Class 1 - Unsecured Claims (Impaired): Allowed Claims of Unsecured
Creditors not entitled to priority and not otherwise included in
any other class hereof, including, without limitation, claims which
may arise out of the rejection of executory contracts or unexpired
leases, shall be entitled to pro rata disbursements of the Initial
Distribution on the Initial Distribution Date. The final
Subsequent Distribution Date shall occur no later than 730 days
after the Effective Date.
Class 4 - Subordinated Unsecured Claims (Impaired): Each holder of
a claim that has been designated as a Subordinated Unsecured Claim
by the Bankruptcy Court will receive a pro rata distribution only
if there are funds remaining after all claims in Classes 1, 2A, 2B,
2C, and 3 have been paid in full.
Class 2 - Passi's Alleged Secured Claim (Impaired): The Trustee
believes that an adversary proceeding is required in order for the
Passi Claim to be allowed as a lien or equitable lien on funds of
the Estate in the amount of the Elvidge Settlement Proceeds, and/or
to determine that such proceeds are Passi's cash collateral. If
such an adversary proceeding is filed, and a final order of the
court determines that Passi holds a lien or equitable lien on funds
of the Estate in the amount of the Elvidge Settlement Proceeds,
and/or that such proceeds are Passi's cash collateral, then Passi's
Claim shall be treated as a secured claim in the amount of such
final order, and the Trustee shall disburse to Passi funds in the
amount of such secured claim.
Class 5 - Mark D. Chisick, Co-Trustee of the Chisick Family Trust's
Subordinated Unsecured Claim (Impaired): Pursuant to the Court's
September 26, 2018 order approving the stipulation between Mark D.
Chisick, Co-Trustee of the Chisick Family Trust and the Chapter 11
Trustee, Mark D. Chisick, Co-Trustee of the Chisick Family Trust
will receive a distribution on account of his claim only if there
are funds remaining after all claims in Classes 1, 2A, 2B, 2C, 3,
and 4 have been paid in full.
Class 6 - Membership Interest Holders (Impaired): The holders of
the Allowed Claims in this class -- consisting only of holders of
membership interests in the Debtor shall retain their membership
interests in the Debtor. Each membership interest holder (the
Debtor's three Shareholders) shall receive a pro rata distribution
(based on their percentage membership interest in the Debtor) only
if there are funds remaining after all claims in Classes 1, 2A, 2B,
2C, 3, 4, and 5 have been paid in full.
On the Effective Date, all property of the Estate, including but
not limited to all tangible and intangible property, current
funds, and real property, shall remain property of the Estate, and
such property shall be placed under the control of the
Post-Confirmation Trustee and subject to the terms and conditions
of the Plan.
A full-text copy of the Amended Disclosure Statement dated January
16, 2019, is available at https://tinyurl.com/y7kuge9y from
PacerMonitor.com at no charge.
About CS360 Towers, LLC
CS360 Towers, LLC, filed a Chapter 11 petition (Bankr. E.D. Cal.
Case No. 17-20731) on Feb. 3, 2017. Mark D. Chisick, manager,
signed the petition. At the time of filing, the Debtor disclosed
total assets of $18.46 million and total liabilities of $5.72
million. The case is assigned to Judge Robert S. Bardwil.
The Debtor tapped Stephan M. Brown, Esq., at the Bankruptcy Group,
P.C., as counsel.
Bradley Sharp was appointed as Chapter 11 Trustee for the estate of
CS360 Towers, LLC pursuant to order of the court dated March 15,
2017. The assets of the estate include condominium units (both
residential and commercial) in the building located at 500 N
Street, Sacramento, California, and various claims and causes of
action.
CURAE HEALTH: Files Chapter 11 Plan of Liquidation
--------------------------------------------------
Curae Health, Inc. and affiliates filed with the U.S. Bankruptcy
Court for the Middle District of Tennessee a disclosure statement
for its chapter 11 plan of liquidation.
Pursuant to the Plan, the Plan Proponents propose an orderly
liquidation of the Debtors' remaining Assets. The Plan provides
that all funds realized from the collection and liquidation of the
Debtors' Assets will be paid to Creditors on account of their
Allowed Claims in accordance with the distributive priorities of
the Bankruptcy Code and the Plan. The Plan will be implemented by
establishing a Liquidating Trust that will be administered by the
Liquidating Trustee. On the Effective Date, the Debtors' Assets,
except the D&O Claims, Tort Claims, and rights in and proceeds of
any related Insurance Policies, will be transferred to the
Liquidating Trust for the benefit of Holders of Allowed Claims.
Thereafter, the Liquidating Trustee will be responsible for
liquidating the Assets, including the pursuit and resolution of any
Causes of Action other than the D&O Claims and Tort Claims, and
making distributions to Holders of Allowed Claims in accordance
with the terms of the Plan.
On the Effective Date, the Estate's interest in any D&O Claims,
Tort Claims, and rights in and proceeds of any related Insurance
Policies will revest in the Debtors. The Debtor Representative
shall be authorized to institute and to prosecute through final
judgment or settle any D&O Claims and Tort Claims. Upon the entry
of a final judgment or settlement, the relevant proceeds of the D&O
Claims and Tort Claims will be transferred to the Liquidating Trust
for the benefit of the Holders of Allowed Claims, in accordance
with the provisions of the Plan.
Each Holder of an Allowed General Unsecured Claim in Class 5 will
receive on one or more GUC and Deficiency Distribution Dates, a Pro
Rata share (calculated based upon the collective Claims in Classes
5, 6, and 7) of the net proceeds of the GUC and Deficiency
Liquidating Trust Assets. Class 5 is impaired, and Holders of Class
5 General Unsecured Claims are, therefore, entitled to vote to
accept or reject the Plan.
A copy of the Disclosure Statement is available at
https://tinyurl.com/yaqwcecn from Pacermonitor.com at no charge.
About Curae Health
Curae Health is a 501(c)(3) not-for-profit health system formed to
address the needs of rural healthcare. Focusing on rural community
hospitals in the Southeastern US, Curae collaborates with medical
staff and communities to add new services and upgrade the
facilities, alleviating the need for patients to travel long
distances for their healthcare needs.
On Aug. 24, 2018, Curae Health, Inc., and its affiliates sought
Chapter 11 protection (Bankr. M.D. Tenn. Lead Case No. 18-05665).
Curae Health estimated $10 million to $50 million in total assets
and $50 million to $100 million in total liabilities.
The cases are assigned to Judge Charles M. Walker.
The Debtors tapped Polsinelli PC as counsel; Glassratner Advisory &
Capital Group LLC, as financial advisors; Egerton McAfee Armistead
& Davis, P.C., as special counsel; Morgan Stanley as investment
banker; and BMC Group, Inc., as claims and noticing agent.
DALE KNOX: Seeks to Hire Bisom Law Group as Counsel
---------------------------------------------------
Dale Knox, M.D., Inc., seeks authority from the U.S. Bankruptcy
Court for the Central District of California to employ The Bisom
Law Group, as general bankruptcy counsel to the Debtor.
Dale Knox requires Bisom Law Group to assist the Debtor in the
administration of the Chapter 11 Bankruptcy Case, file documents
necessary to satisfy requirements of the U.S. Trustee, prepare the
Chapter 11 Plan and Disclosure Statement, and conduct negotiations
with creditors.
Bisom Law Group will be paid at the hourly rate of $500.
Bisom Law Group will be paid a retainer in the amount of $5,000,
and $1,717 filing fee.
Bisom Law Group will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Andrew S. Bisom, partner of The Bisom Law Group, 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/its estates.
Bisom Law Group can be reached at:
Andrew S. Bisom, Esq.
THE BISOM LAW GROUP
300 Spectrum Center Drive, Suite 1575
Irvine, CA 92618
Tel: (714) 643-8900
Fax: (714) 643-8901
E-mail: abisom@bisomlaw.com
About Dale Knox, M.D.
Dale Knox M.D. Inc., filed a Chapter 11 bankruptcy petition (Bankr.
C.D. Cal. Case No. 18-14541) on Dec. 13, 2018, disclosing under $1
million in both assets and liabilities. The Debtor is represented
by Andrew S. Bisom, Esq., at The Bisom Law Group.
DATABASEUSA.COM LLC: Hires Domina Law Group as Special Counsel
--------------------------------------------------------------
DatabaseUSA.com LLC seeks authority from the U.S. Bankruptcy Court
for the District of Nevada to employ Domina Law Group PC LLO, as
special litigation counsel to the Debtor.
DatabaseUSA.com LLC requires Domina Law Group to represent the
Debtor in an action filed against Blake Van Gilder, Infogroup, and
Koley Jessen, PC, L.L.O. in Nebraska state court, which was removed
to the United States District Court for the District of Nebraska,
on October 13, 2017, as Case No. 8:17-cv-00386-JMG-SMB.
Domina Law Group will be paid at these hourly rates:
Attorneys $350 to $450
Paraprofessionals $125 to $175
Domina Law Group will also be reimbursed for reasonable
out-of-pocket expenses incurred.
David A. Domina, a partner at Domina Law Group, 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.
Domina Law Group can be reached at:
David A. Domina, Esq.
DOMINA LAW GROUP PC LLO
2425 S 144th St.
Omaha, NE 68144
Tel: (402) 858-9212
About DatabaseUSA.com
DatabaseUSA.com -- https://www.databaseusa.com/ -- is a provider of
full-service database
and email marketing solutions. DatabaseUSA.com offers its
customers a database of 15 million businesses. Now in its 7th year
of business, DatabaseUSA.com has taken the database industry one
step further by offering a more sophisticated database, with new
features and selections, that offers greater depth at a lower cost
than its predecessor.
DatabaseUSA.com LLC sought Chapter 11 protection (Bankr. D. Nev.
Case No. 19-10001) on Jan. 1, 2019. The Debtor estimated assets of
$10 million to $50 million and liabilities of the same range as of
the bankruptcy filing. The Hon. Bruce T. Beesley is the case
judge. The Debtor tapped GARMAN TURNER GORDON LLP, led by Talitha
B. Gray Kozlowski, and DVORAK LAW GROUP, LLC, as counsel.
DAVID JEFFREY COLLINS: Court Confirms Rejection of Lease Agreement
------------------------------------------------------------------
Bankruptcy Judge David M. Warren entered an order confirming
rejection of lease agreement and directing Debtors David Jeffrey
Collins and Teresa Tremain Collins to surrender the leased property
to the Morton Estate.
The matter came before the court upon the Emergency Motion for
Order Confirming Rejection of Lease of Nonresidential Real Property
and Compelling Surrender of Property filed by Neil Thompson, the
Executor of the Estate of Kavi E. Morton, Jr. ("Morton Estate") on
Dec. 19, 2018. The Debtors filed a response on Dec. 27, 2018. The
court conducted a telephonic hearing on Dec. 28, 2018.
In the Lease Motion, the Morton Estate requests the court to
adjudicate that the Debtors' failure to assume or reject
affirmatively the Lease prior to Nov. 19, 2018 deems the Lease
rejected, requiring the Debtors to surrender immediately the
Property to the Morton Estate. The Debtors counter that they
effectively assumed the lease on Nov. 1, 2018, because neither they
nor the Morton Estate gave a 30-day statutory notice to quit the
Lease for the term commencing on Dec. 1, 2018. The Debtors further
note that the Morton Estate accepted their check for payment under
the Lease for the 2018 crop year.
Section 365(a) provides clearly that court approval is required for
the assumption or rejection of an executory contract or unexpired
lease, and the Federal Rules of Bankruptcy Procedure elaborate that
"[a] proceeding to assume, reject, or assign an executory contract
or unexpired lease, other than as part of a plan, is governed by
Rule 9014 [pertaining to contested matters]." Rule 9014 dictates
that "relief shall be requested by motion, and reasonable notice
and opportunity for hearing shall be afforded the party against
whom relief is sought." Either rejection or assumption requires
court approval, and an assumption must be specifically sought in a
motion and "cannot be implicitly assumed or assumed by conduct."
The Debtors never filed a motion to assume the Lease, and the court
cannot and will not interpret them not giving the Morton Estate
notice of an intention to quit or not renew the Lease as an
assumption under section 365. The Debtors' decision to file the
Second Application for Extension of Time contradicts this argument,
because no further extension of time would be needed if the Lease
had already been assumed timely. The court makes no inference that
any inaction by the Morton Estate to quit or to terminate the Lease
equates to assumption or equivocation to a renewal. Any attempt by
the Morton Estate to terminate the annual renewal could have been a
violation of the automatic stay imposed by section 362. The
Debtors' failure to move timely for an assumption of the Lease or
to obtain the Morton Estate's written consent for an additional
extension of time within which to assume or reject the Lease
resulted in the Lease being rejected and terminated by operation of
section 365(d)(4) on Nov. 19, 2018.
With the deemed rejection of the Lease, section 365(d)(4) requires
that the Debtors immediately surrender the Property to the Morton
Estate, without the need for relief from the automatic stay and
eviction proceedings under state law.
The bankruptcy case is in re: DAVID JEFFREY COLLINS TERESA TREMAIN
COLLINS, Chapter 11, Debtors, Case No. 18-02021-5-DMW (Bankr.
E.D.N.C.).
A copy of the Court's Order dated Jan. 3, 2019 is available at
https://bit.ly/2G8UYP6 from Leagle.com.
David Jeffrey Collins, Debtor, represented by George M. Oliver, The
Law Offices of Oliver & Cheek, PLLC.
Teresa Tremain Collins, Joint Debtor, represented by George M.
Oliver , The Law Offices of Oliver & Cheek, PLLC.
About the Collins
David Jeffrey Collins and Teresa Tremain Collins filed for chapter
11 bankruptcy protection (Bankr. E.D.N.C. Case No. 18-02021) on
April 23, 2018, and are represented by George M. Oliver, Esq. of
the Law Offices of Oliver & Cheek, PLLC.
DC SOLAR: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Two affiliates that filed voluntary petitions seeking relief under
Chapter 11 of the Bankruptcy Code on Feb. 3, 2019:
Debtor Case No.
------ --------
DC Solar Solutions, Inc. 19-50130
4901 Park Road
Benicia, CA 94510
DC Solar Distribution, Inc. 19-50131
4901 Park Road
Benicia, CA 94510
Affiliates that earlier sought Chapter 11 protection on Jan. 30,
2019:
Debtor Case No.
------ --------
Double Jump, Inc. 19-50102
DC Solar Distribution, Inc. -
DC Solar Freedom, Inc. -
Dora Dog Properties, LLC 19-50103
Dog Blue Properties, LLC 19-50104
Brandy Boy Properties, LLC 19-50105
475 Channel Road, LLC 19-50106
Park Road, LLC 19-50108
140 Mason Circle, LLC 19-50109
Business Description: Founded in 2008, DC Solar is a manufacturer
and lessor of renewable mobile energy
products, including generators, light towers
and telecom equipment, and specialty
electric vehicle charging stations serving
the off-grid needs of the entertainment,
events, telecommunications, construction,
emergency/disaster relief, and agriculture
industries.
On the web:
http://www.dcsolardistribution.com/
Court: United States Bankruptcy Court
District of Nevada (Reno)
Debtors' Counsel: Tracy M. O'steen Esq.
CLARK HILL PLLC
3800 Howard Hughes Pkwy, Ste. 500
Las Vegas, NV 89169
Tel: 702-862-8300
Fax: (702) 862-8400
Email: tosteen@clarkhill.com
Debtors'
Special
Counsel: SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
Debtors'
Financial
Advisor: GLASSRATNER ADVISORY & CAPITAL GROUP, LLC
DC Solar Solution's
Estimated Assets: $1 billion to $10 billion
DC Solar Solution's
Estimated Liabilities: $50 million to $100 million
DC Solar Distribution's
Estimated Assets: $10 million to $50 million
DC Solar Distribution's
Estimated Liabilities: $10 million to $50 million
The petitions were signed by Daniel S. Briggs, president and CEO.
The full-text copies of the petitions are available for free at:
http://bankrupt.com/misc/nvb19-50130.pdf
http://bankrupt.com/misc/nvb19-50131.pdf
A. List of DC Solar Solutions, Inc.'s 20 Largest Unsecured
Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Americrown Daytona Speedway $750,000
1800 West
International Speedway
PO Box 2801
Daytona Beach, FL
AT&T Mobility $106,721
PO Box 6463
Carol Stream, IL
60197-6463
CED $104,092
PO Box 398847
San Francisco, CA
94139-8847
Charge Point, Inc. $585,330
Dept LA 24104
Pasadena, CA
Chip Ganassi Racing, LLC $4,310,000
8500 Westmoreland Dr.
Concord, NC 28027
Cranbrook Realty $81,447
Investment Fund, LP
4701 Sisk Road, Suite 101
Modesto, CA 95350
ECI Fuel Systems $294,726
1794 west 11th St.
Upland, CA 91786
Exide c/o Exide Technologies $2,031,653
P.O. Box 933479
Atlanta, GA
31193-3479
Hanover Insurance Group, Inc. $185,198
PO Box 580045
Charlotte, NC
28258-0045
International Speedway Corp. $1,025,000
Attn: Accounting Department
PO Box 2801
Daytona Beach, FL 32120
Kansas Speedway $750,000
Attn: Accounting Department
PO Box 2801
Daytona Beach, FL 32120
Net Jet Sales Inc. $294,490
PO Box 933300
Atlanta, GA
31193-3300
Pacific Metal Fab LLC $474,308
311 Chambers St.
PO Box 41090
Eugene, OR 97404
Phoenix Motor Speedway $750,000
7602 S. Avondale Blvd.
Avondale, AZ 85323
Richmond International Raceway $750,000
600 East Laburnum Ave.
Richmond, VA 23222
Soligent Distibution LLC $79,927
1500 Valley House
Dr., Suite 210
Rohnert Park, CA 94928
Talladega Superspeedway $750,000
Attn: Accounting Department
PO Box 2801
Daytona Beach, FL 32120
US Tower Corp $2,059,979
1099 West Ropes Ave.
Woodlake, CA 93286
WEX Fleet $97,722
PO Box 6293
Carol Stream, IL 60197
Xtreme Manufacturing LLC $1,156,624
8350 Eastgate Road
Henderson, NV
89015
B. List of DC Solar Distribution's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Ahern Rentals Inc. $1,192,310
P.O. Box 271390
Las Vegas, NV
89127-1390
Hancock Whitney Equipment Financing $207,000
228 St. Charles Ave., Suite 312
New Orleans, LA 70130
JG Energy Solutions, LLC $164,500
1422 Chalfront Drive
Schaumburg, IL
60194-2732
Solar Eclipse $201,471
Investment Fund IV
4901 Park Road
Benicia, CA 94510
Solar Eclipse $170,250
Investment Fund VII
4901 Park Road
Benicia, CA 94510
Solar Eclipse $166,845
Investment Fund VIII
4901 Park Road
Benicia, CA 94510
Solar Eclipse $162,788
Investment Fund XII
4901 Park Road
Benicia, CA 94510
Solar Eclipse $165,710
Investment Fund XIV
4901 Park Road
Benicia, CA 94510
Solar Eclipse
Investment Fund XVI $241,765
4901 Park Road
Benicia, CA 94510
Solar Eclipse $837,900
Investment Fund XVIII
4901 Park Road
Benicia, CA 94510
Solar Eclipse $174,937
Investment Fund XXII
4901 Park Road
Benicia, CA 94510
Solar Eclipse $1,596,000
Investment Fund XXIII
4901 Park Road
Benicia, CA 94510
Solar Eclipse $1,596,000
Investment Fund XXIX
4901 Park Road
Benicia, CA 94510
Solar Eclipse $468,120
Investment Fund XXVI
4901 Park Road
Benicia, CA 94510
Solar Eclipse $220,500
Investment Fund XXVII
4901 Park Road
Benicia, CA 94510
Solar Eclipse $934,830
Investment Fund XXX
4901 Park Road
Benicia, CA 94510
Solar Eclipse $301,000
Investment Fund XXXII
4901 Park Road
Benicia, CA 94510
Solar Eclipse $1,400,000
Investment Fund XXXIII
4901 Park Road
Benicia, CA 94510
Solar Eclipse $970,632
Investment Fund XXXIV
4901 Park Road
Benicia, CA 94510
Sun Trust Equipment Finance & Leasing $620,000
P.O. Box 79194
Baltimore, MD
21279-0194
DETROIT LDFA: S&P Alters Outlook on 1997C/1998A Bonds to Negative
-----------------------------------------------------------------
S&P Global Ratings revised its outlook to negative from stable on
the City of Detroit Local Development Finance Authority (LDFA),
Mich.'s series 1997C and 1998A tax-increment bonds.
S&P said, "We affirmed our 'B-' rating on the debt. At the same
time, we affirmed our 'B' rating on the LDFA's series 1997A and
1997B tax-increment bonds. The outlook is stable."
The series 1997A and 1997B bonds have a senior lien on
tax-incremental revenues from the project area, and the series
1997C and 1998A bonds are subordinate. There is no other debt
secured by the pledged incremental revenues.
"The negative outlook on the series 1997C and 1998A bonds is based
on continued declines in pledged revenues, which have been unable
to fully cover annual debt service on the subordinate-lien debt
since fiscal 2011," said S&P Global Ratings credit analyst John
Sauter, "and the LDFA has been annually drawing on its cash
reserves to cover the shortfalls to meet debt service, and,
subsequently, available cash is rapidly declining." There have been
no disruptions in debt service payments to date, and projections
indicate available cash being sufficient to cover debt service
should pledged revenues remain stable or experience small declines
in line with recent trends.
"However," said Mr. Sauter, "if fiscal 2019 collections are below
projected levels and if the fiscal 2020 levy declines at a larger
rate than in prior years, resulting in projected cash that we view
as insufficient to cover revenue shortfalls on the subordinate
bonds, we could lower the rating, based on an increased risk of
non-payment. The bonds mature in May 2021."
The 'B' rating reflects the senior-lien status of the series 1997A
and 1997B bonds, as well as good 1.41x coverage of senior-lien
maximum annual debt service (MADS). The 'B-' rating reflects the
subordinated status of the series 1997C and 1998A bonds, and its
insufficient 0.47x coverage of all-in MADS, before factoring in
cash reserves, which, when included, have been covering the
shortfall. S&P expects this trend to continue.
The project area totals 380 acres and is currently home to FCA's
Jefferson Avenue North assembly plant, a 1.7-million-square-foot
facility (opened in 1992) that produces Jeep Grand Cherokees sport
utility vehicles.
"The negative outlook on the 'B-' subordinate-lien ratings reflects
our view of the declining taxable values (TVs) and pledged
revenues, as well as the declining cash reserves that are relied on
to cover the revenue shortfalls," added Mr. Sauter. If fiscal 2019
collections are below expectations and there is a large decline in
certified collections for 2020, and cash is projected to be
depleted below levels that can cover shortfalls, we would likely
lower the rating. Though unlikely in the next two years, a
significant reduction in TV or the elimination or reduction of
state personal property tax reimbursements are scenarios that could
cause increased revenue declines. If pledged revenues stabilize or
grow in the next one-to two years or if there is an additional
infusion of cash with the LDFA, S&P could revise the outlook to
stable, as this would reduce the likelihood of cash reserves being
insufficient to cover shortfalls through maturity.
"The stable outlook on the 'B' senior-lien ratings reflects our
expectation that pledged revenues will remain sufficient to
adequately cover senior-lien debt service," said Mr. Sauter. The
pledged revenues can withstand a decline in TV and still be
sufficient to cover senior-lien obligations, before factoring in
cash on hand and the DSRF that could be relied on. S&P does not
anticipate raising the 'B' rating within the one-year outlook
period, though, as it is unlikely that revenues will grow or the
project area diversify. If there were a material decline in pledged
revenues, combined with significantly less available cash on hand,
the 'B' rating could be lowered. As noted, a significant reduction
in TV or the elimination or reduction of state personal property
tax reimbursements are scenarios that could cause such a decline.
DIVERSE LABEL: Hires Nelson & Company as Accountant
---------------------------------------------------
Diverse Label Printing, LLC, seeks authority from the U.S.
Bankruptcy Court for the Middle District of North Carolina to
employ Nelson & Company, PA, as accountant to the Debtor.
Diverse Label requires Nelson & Company to prepare and file all
necessary tax returns for the estate, review financial records, and
to perform such other services as may be requested by the Trustee.
Nelson & Company will be paid based upon its normal and usual
hourly billing rates. The firm will also be reimbursed for
reasonable out-of-pocket expenses incurred.
Lehman Pollard, a partner at Nelson & Company, PA, 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.
Nelson & Company can be reached at:
Lehman Pollard, Esq.
NELSON & COMPANY, PA
3603 University Dr.
Durham, NC 27707
Tel: (919) 490-8585
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 oversees the case. The Debtor tapped Northen
Blue, LLP, as its legal counsel.
EMBER RESOURCES: S&P Cuts Long-Term ICR to 'CCC', Outlook Negative
------------------------------------------------------------------
S&P Global Ratings lowered its long-term issuer credit rating on
Ember Resources Inc. to 'CCC' from 'CCC+' and its senior unsecured
issue-level rating to 'CCC+' from 'B-'. S&P believes the company
could restructure within the next year, given the unsupportive
commodity price environment, the high drawn amount on its credit
facility, and the risk of a near-term borrowing base reduction at
the upcoming April 2019 redetermination.
S&P said, "The downgrade reflects our view that Ember Resources
Inc. faces heightened risk of a restructuring within the next year,
because weakening support from bank debt lenders for Canadian gas
producers could result in a borrowing base reduction or less
attractive terms under the company's credit facility. In light of
challenging market conditions, we have seen evidence of diminishing
support from Canadian banks for natural gas exploration and
production companies that are of similar size to Ember. As a
result, we are concerned that Ember's bank syndicates could lower
the company's borrowing limit. Our concern is compounded by the
high drawn amount on Ember's facility. If bank syndicates reduce
the facility's borrowing base availability, we believe Ember will
face a liquidity shortfall. We expect persistently weak market
conditions to make it difficult for the company to generate cash
flow and reduce the high balance outstanding on the loan. As of
Sept. 30, 2018, Ember had C$192 million drawn on its credit
facility and C$16 million outstanding in letters of credit,
compared to a borrowing base of C$250 million. We believe the high
drawn amount on the facility exposes Ember to the risk of being
unable to meet requirements under the facility, which could
ultimately result in loss of access to the facility at the current
borrowing base limit and under existing terms. Based on our
forecast of negative free operating cash flow (FOCF), the company
relies on external sources of funding to reduce the amount
outstanding on its credit facility. If Ember cannot materially
lower the amount outstanding on its revolver before the upcoming
redetermination date on April 30, 2019, the credit facility
borrowing terms could weaken, for example, via a borrowing base
reduction. We believe reduced or lost access to the credit facility
could motivate management to complete a restructuring, as Ember
does not have sufficient liquidity to repay borrowed amounts under
the facility. In addition, we believe persistently weak market
conditions could challenge Ember to refinance its January 2021
notes within a reasonable time frame and under acceptable terms,
which could also lead the company to undergo a restructuring.
"The negative outlook reflects our view that persistently weak
natural gas prices in Western Canada expose Ember to heightened
risk of a borrowing base reduction under its reserve-based credit
facility, which could lead to a liquidity crisis. We expect
persistently challenging market conditions to hamper the company's
ability to reduce the amount outstanding under the credit facility
and improve its cash flow metrics during the next year.
"We would lower the ratings if Ember cannot renew its revolving
credit facility under acceptable terms or if its liquidity profile
deteriorates to a level where there is a shortfall of sources
relative to uses of cash over the next six months.
"We could raise the ratings if Ember receives significant capital
from external sources that bolsters its capital structure and
improves its liquidity position."
FATE RESTAURANTS: U.S. Trustee Unable to Appoint Committee
----------------------------------------------------------
No official committee of unsecured creditors has been appointed in
the Chapter 11 case of Fate Restaurants, LLC as of Feb. 2,
according to a court docket.
About Fate Restaurants
Fate Restaurants, LLC, d/b/a Fate Brewing Company and d/b/a Fate
Ale House & Brewing Company, operates in the restaurants sector.
The company was founded in 2012 and is based in Louisville,
Colorado.
Fate Restaurants filed a Chapter 11 bankruptcy petition (Bankr. D.
Colo. Case No. 18-19570) on Nov. 1, 2018. At the time of filing,
the Debtor estimated $1,000,001 to $10 million in assets and
liabilities. Jeffrey Weinman at Weinman & Associates, P.C., is the
Debtor's legal counsel.
FLYING COW: To Pursue Claims Against McCarthy to Pay Creditors
--------------------------------------------------------------
Flying Cow Ranch HC, LLC, filed a Chapter 11 plan of reorganization
and accompanying disclosure statement.
The Debtor was formed for the purpose of entering into a land sale
contract with Timothy J. McCarthy and Mark J. McCarthy, Co-Trustees
of the McCarthy Land Trust Agreement, for the purchase of real
property located in Wellington, Florida, known as Flying Cow
Ranch.
The Debtor has various claims against other parties who have
conspired to prevent the Debtor from being able to develop the
Property, including most recently McCarthy. The Debtor intends to
pursue all these claims to fruition to (1) win damages, and (2)
obtain the originally intended permits. The Debtor is and will
continue to pursue financing to close on the Property as soon as
possible.
Class 1 is Allowed General Unsecured Claims not otherwise dealt
with in the plan. The Debtor proposes to pay the holders of allowed
Class 1 Claims in full from the proceeds of the Property. Class 2
claimants are equity security holders and/or insiders of the
Debtor. Insiders will subordinate to the claims of other
creditors.
The Internal Revenue Service has not filed any claims of the type.
The Allowed Priority Wage Claims will be paid 100% of the Allowed
amount of the Claim on the Effective Date. The Debtor has no wage
claimants. Administrative claims will be paid in full on the
Effective Date of the Plan.
Funds to be used to pay Class 1, 2 and 3 will be paid by James Hall
personally and/or derived from the Debtor's Operations.
A full-text copy of the Disclosure Statement dated January 16,
2019, is available at https://tinyurl.com/y7eaf955 from
PacerMonitor.com at no charge.
About Flying Cow Ranch
Flying Cow Ranch HC, LLC, is a privately-held company in Jupiter,
Florida. It is a small business debtor as defined in 11 U.S.C.
Section 101(51D).
Flying Cow Ranch HC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-12681) on March 8,
2018. At the time of the filing, the Debtor estimated assets of
$10 million to $50 million and liabilities of less than $500,000.
Judge Paul G. Hyman, Jr., presides over the case. Rappaport
Osborne & Rappaport, PLLC is the Debtor's bankruptcy counsel.
FULLBEAUTY BRANDS: Case Summary & 30 Largest Unsecured Creditors
----------------------------------------------------------------
Lead Debtor: FULLBEAUTY Brands Holdings Corp.
aka OSP Holdings Corp.
aka Oilers Acquisition Holdings Corp.
Business Description: Founded in 1901, FullBeauty --
https://www.fullbeauty.com -- is a direct-
to-consumer retailer in the growing U.S.
plus-size apparel market with over $825.3
million in direct plus-size sales in 2018.
FullBeauty serves both women and men,
offering an assortment of plus-size apparel,
swimwear, footwear, and home decor. Each of
FullBeauty's seven brands provide a solution
targeted to specific customer needs.
In addition to these brands, FullBeauty
operates its website, fullbeauty.com, which
offers a selection of its plus-size
clothing, footwear, and accessories products
across brands. The Company maintains one
750,000 square foot fulfillment center in
Indianapolis, and a secondary 740,000 square
foot facility in Plainfield, Indiana.
Proprietary brands under the FULLBEAUTY
Brands Inc. umbrella include: Woman Within,
Roaman's, Jessica London, Swimsuits For
All, Ellos, KingSize, BrylaneHome, and
fullbeauty.com.
Chapter 11 Petition Date: February 3, 2019
Ten affiliates that simultaneously filed voluntary petitions
seeking relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
FULLBEAUTY Brands Holdings Corp. (Lead Case) 19-22185
FULLBEAUTY Brands, LLC 19-22186
FULLBEAUTY Brands, Inc. 19-22187
FULLBEAUTY Brands Merchant, Inc. 19-22188
Jessica London, Inc. 19-22189
FULLBEAUTY Brands Management Services, LLC 19-22190
Swimsuits for All, LLC 19-22191
FULLBEAUTY Brands Operations, LLC 19-22192
FULLBEAUTY Brands Texas, LLC 19-22193
Blackdog Holdings, Inc. 19-22194
Court: United States Bankruptcy Court
Southern District of New York (White Plains)
Judge: Hon. Robert D. Drain
Debtors' Counsel: Jonathan S. Henes, P.C.
George Klidonas, Esq.
Rebecca Blake Chaikin, Esq.
Gene Goldmintz, Esq.
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
601 Lexington Avenue
New York, New York 10022
Tel: (212) 446-4800
Fax: (212) 446-4900
Emails: jonathan.henes@kirkland.com
jhenes@kirkland.com
george.klidonas@kirkland.com
rebecca.chaikin@kirkland.com
gene.goldmintz@kirkland.com
- and -
Emily E. Geier, Esq.
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
300 North LaSalle Street
Chicago, Illinois 60654
Tel: (312) 862-2000
Fax: (312) 862-2200
Email: emily.geier@kirkland.com
Debtors'
Financial
Advisor: ALIXPARTNERS, LLP
Debtors'
Restructuring
Advisor: PJT PARTNERS LP
Debtors'
Tax Advisor: ERNST & YOUNG LLP
Debtors'
Notice,
Claims, &
Balloting
Agent: PRIME CLERK LLC
https://cases.primeclerk.com/FullBeauty/
Total Assets
(Book Value as of December 29, 2018): $990 million
Total Liabilities
(Book Value as of December 29, 2018): $1,461.5 million
The petition was signed by Robert J. Riesbeck, chief financial
officer.
A full-text copy of FULLBEAUTY Brands Holdings' petition is
available for free at:
http://bankrupt.com/misc/nysb19-22185.pdf
List of Debtors' 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
KGS Sourcing Ltd. Trade Payable $38,892,899
20/F Lu Plaza, 2 Wing Yip Street
Kwung Tong, Hong Kong
Attn: Glenda Wee
Tel: 85266299900
Email: glenda.wee@kgssourcing.com
Fedex Trade Payable $6,764,134
PO Box 94515
Palatine, IL 60094 - 4515
Attn: Ryan Ade
Tel: (317) 654-4060
Email: ryan.ade@fedex.com
William E Connor & Associates Ltd. Trade Payable $4,157,971
The Harbourfront, 6/F Office Tower
II, 18 - 22 Tak Fun Street
Hung Hom Kowloon, Hong Kong
Attn: Justin Kent
Tel: 85291050153
Email: jkent@weconnor.com
LSC Communications Inc. Trade Payable $3,326,553
35 W Wacker,
Chicago, IL 60601
Attn: Tom Daley
Tel: (631) 474-9624
Email: tom.daley@lsccom.com
Demandware Inc. Trade Payable $2,273,211
5 Wall Street, Burlington, MA 1803
Attn: Amy Weaver
Tel: 1-800-667-6389
Email: commercecloud@salesforce.com
Gingo Biloba SA Trade Payable $1,066,557
CC-Lex, Avenue du Centenaire 120
Boite 2, Nivelles, 1400 Belgium
Attn: Christophe Chardon
Tel: 067/70.00.50
Email: christophe.chardon@cc-lex.be
Chowdhury Fashion Wear Ltd Trade Payable $1,012,507
House No 365/1 Jafarabad,
Mohammadpur, Dhaka, 1207
Bangladesh
Attn: Mohammed Chowdhury
Tel: 880258153601
Email: hkbluesk@netvigator.com
Maryland International Ltd. Trade Payable $850,361
3F 481 Fu Hsing N Rd, Taipei,
10543 Taiwan, Republic of China
Attn: David Meng
Tel: (02) 27131334-6
Email: david@centaur.com.tw
Main Street Fashions Inc. Trade Payable $808,798
512 7th Ave, Suite 3700
New York, NY 10018
Attn: Raj Bhambri
Tel: (212) 764-2613
Email: Msfasn@aol.com
Eric Jay Ltd. Trade Payable $589,556
65 Railroad Ave Suite 101B,
Ridgefield, NJ 7657
Attn: Steven Gottlieb
Tel: (201) 941-1717
Email: steveng@ericjay.com
JLJ Home Furnishings LLC Trade Payable $550,555
PO BOX 78262,
Charlotte, NC 28271
Attn: Rory Vitale
Tel: 704-239-8630
Email: rorydvitale@aol.com
One Ny Plaza Co LLC Trade Payable $509,827
c/o Brookfield Financial Properties,
L.P., 250 Vesey Street, 15th Floor,
New York, NY 10281-1023
Attn: General Counsel
Tel: 212.417.7000
Email: info@brookfieldproperties.com
Amelotte International Corp Trade Payable $449,535
213 West 35th Street, Suite 302,
New York, NY 10001
Attn: Moises Leal
Tel: (212) 971-1423
Email: info@amelotte.com
St Malo Exports Trade Payable $446,088
Royal Rd, Tombeau Bay,
21733 Mauritius
Attn: Katty Chong
Tel: 230 247 1672
Email: katty.chong@tropitex.com
Amperity Inc. Trade Payable $427,500
1000 1st Ave S 6th floor,
Seattle, WA 98134
Attn: Amy Kelleran Pelly
Tel: (206) 432-8302
Email: contact@amperity.com
Facebook Inc. Trade Payable $420,647
1601 Willow Road,
Menlo Park, CA 94025
Attn: Colin Stretch
Tel: 650-543-4800
Email: payment@fb.com
DKS Consulting Services LLC Trade Payable $358,400
39 Parkview Drive,
Albertson, NY 11507
Attn: Tom Sharma
Tel: 516 801 2049
Email: tom.sharma@bootstrapus.com
Hanes Brands Inc./Playtex Trade Payable $349,279
1000 East Hanes Mill Rd,
Winston Salem, NC 27105
Attn: Shelly Vickers
Tel: 336-519-8080
Email: shelly.vickers@hanes.com
Dora L International Inc. Trade Payable $337,299
441 S Hewitt Street,
Los Angeles, CA 90015
Attn: Kenneth Verduzco
Tel: (213) 626-6808
Email: kennyv@doralinc.com
Microsoft Online Inc. Trade Payable $327,208
c/o Bank of America,
1950 Stemmons Fwy Ste 2010 LB
#842467, Dallas, TX 75207
Attn: Dev Stahlkopf
Tel: 775-823-5600
Email: adbill@microsoft.com
Microsoft Corporation Trade Payable $322,752
PO BOX 842103,
Dallas, TX 75284-2103
Attn: Dev Stahlkopf
Tel: (800) 642-7676
Email: mscredit@microsoft.com
Eternal Fortune Fashion LLC Trade Payable $302,598
135 West 36th Street, 5th Floor
New York, NY 10018
Attn: Frank Riech
Tel: (212) 695-5322
Email: frank.riech@profilenyc.com
LB International Inc. Trade Payable $290,371
200 Hicks RD,
Westbury, NY 11590
Attn: Joel Margolin
Tel: (631) 236-4400
Email: sales@lbimports.com
Impact Radius Inc. Trade Payable $279,410
223 East De La Guerra Street,
Santa Barbara, CA 93101
Attn: David Yovanno
Tel: (805) 324-6021
Email: info@impact.com
Leading Lady Companies Trade Payable $253,702
24050 Commerce Park Suite 101,
Beachwood, OH 44122
Attn: Meredith Miniat
Tel: (216) 464-5490
Email: info@leadinglady.com
Taistech LLC Trade Payable $238,935
15601 Dallas Parkway Suite 250,
Addison, TX 75001
Attn: Mithun Shenoy
Tel: (972) 521-3063
Email: mithun.shenoy@taistech.com
Elite Home Products Inc. Trade Payable $237,726
95 Mayhill Street,
Saddle Brook, NJ 7663
Attn: Diane Abrams
Tel: (201) 880-8292
Email: dabrams@elitehomeproductsinc.com
Merchandising MFG Sourcing Inc. Trade Payable $237,164
PO BOX 740952,
Los Angeles, CA 90074-0952
Attn: Mike Lee
Tel: (626) 442-7600
Email: mikel@mms-intl.com
RR Donnelley Receivables, Inc. Trade Payable $230,746
PO BOX 905151,
Charlotte, NC 28290-5181
Attn: Patrick Karker
Tel: (775) 829-4403
Email: patrick.d.karker@rrd.com
Glamorise Foundations Trade Payable $208,254
135 Madison Avenue 3rd Floor,
New York, NY 10016
Attn: Sven Saller
Tel: (212) 684-5025
Email: ss@glamorise.com
FULLBEAUTY BRANDS: Files Chapter 11, Then Wins Prepack Plan Okay
----------------------------------------------------------------
Judge Robert Drain of the U.S. Bankruptcy Court for the Southern
District of New York on Monday afternoon gave his verbal approval
on the prepackaged plan of reorganization filed by FULLBEAUTY
Brands Holdings Corp., within hours after the company sought
bankruptcy protection, according to a report by Bloomberg News.
The New York-based chain selling women's plus-size apparel and home
goods commenced bankruptcy proceedings Sunday evening and is on
track to emerge from Chapter 11 in 24 hours.
According to Katherine Doherty, writing for Bloomberg News, Judge
Drain said he would sign an order officially confirming the Plan on
Tuesday morning. Judge Drain said there were good reasons to
approve the Plan promptly, including that every creditor had voted
for the plan, and that the company has foreign suppliers that may
not be comfortable selling to a company in bankruptcy.
"We structured this deal as if bankruptcy never happened for our
trade creditors, vendors and employees to avoid further disruption
to the company," Jon Henes at Kirkland & Ellis, Fullbeauty's
counsel, said in an interview, according to Bloomberg. "In this
situation, every day in court is another day of costs without any
corresponding benefit."
The previous record for the fastest Chapter 11 process is held by
Blue Bird Body Co., which exited bankruptcy in 2006 in less than
two days, the report noted.
Fullbeauty, which sells online and through catalogs, and nine
affiliated entities commenced a prepackaged Chapter 11 after
entering into a restructuring support agreement with key
stakeholders that include the company's equity sponsors, Apax
Partners and Charlesbank Capital Partners; the holders of 100% of
its first-in, last-out term loan claims; the holders of more than
99% of its first lien term loan claims; and the holders of more
than 95% of its second lien term loan claims.
Fullbeauty estimated $1 billion to $10 billion in both assets and
liabilities. As of the Petition Date, the Debtors' capital
structure consisted of outstanding funded-debt obligations in the
aggregate principal amount of approximately $1.3 billion,
consisting of the ABL Credit Facility, including the ABL Facility
and the FILO Facility, the First Lien Credit Facility, and the
Second Lien Credit Facility. Specifically, the Debtors'
outstanding funded-debt obligations are:
Outstanding
Maturity Principal
Debt Instrument Facility Size Date Amount
--------------- ------------- ---------- ------------
ABL Facility $10,000,000 10/14/2020 $68,900,000
FILO Facility $75,000,000 10/14/2020 $75,000,000
First Lien Credit $820,000,000 10/14/2022 $782,000,000
Second Lien Credit $345,000,000 09/15/2023 $345,000,000
------------
$1,271,000,000
Under the Plan, the company will reduce outstanding indebtedness by
roughly $900 million.
Fullbeauty and its affiliates are a direct-to-consumer retailer in
the growing U.S. plus-size apparel market with over $825.3 million
in direct plus-size sales in 2018. The Debtors started their
businesses in 1901 as an early pioneer in the direct-to-consumer
fashion market and expanded their presence over the past 117 years
to include web, mobile, and tablet platforms. The Debtors serve
both women and men, offering an assortment of plus-size apparel,
swimwear, footwear, and home decor. Each of the Debtors' seven
brands provide a solution targeted to specific customer needs. In
addition to these brands, the Debtors also operate a dedicated
plus-size clothing website and eCommerce platform, fullbeauty.com,
which offers their proprietary products.
On December 18, 2018, the Debtors entered into the restructuring
support agreement with all of their major stakeholders, pursuant to
which the Debtors agreed to a comprehensive financial
reorganization of their capital structure. Pursuant to the
Restructuring Support Agreement, on January 6, 2019, the Debtors
commenced a prepetition solicitation process and distributed the
Joint Prepackaged Chapter 11 Plan of Reorganization and a related
disclosure statement to creditors entitled to vote on the Plan. As
of January 24, 2019, the proposed Plan voting deadline, the holders
of 100% of first-in, last-out claims, 100% of first lien claims,
and 100% of the second lien claims have voted to accept the Plan.
The Plan will provide the Debtors with $30.0 million of new money,
while paying all general unsecured claims in the ordinary course.
The Bankruptcy Court held a hearing Monday afternoon at 2:00 p.m.
in White Plains. William K. Harrington, the United States Trustee
for Region 2, tried to stop confirmation of the Plan, arguing that
"the lack of adequate notice renders the Plan unconfirmable." The
U.S. Trustee also argued that the Plan incorporates provisions that
violate the Section 503(C) of the Bankruptcy Code as The Management
Incentive Plan and the Key Employee Incentive and Retention Plans
are all authorized pursuant to the Plan, but there is no
information presented allowing any determination that the various
plans satisfies the requirements under Section 503(C). Also, the
Plan includes an exculpation provision that extends beyond
fiduciaries of the estate.
In response, the Debtors reminded the Court they have already
provided actual notice to all parties impaired by the Plan, as well
as to parties not impacted in any way by the Plan, including, but
not limited to, the top 30 largest unsecured creditors and all
relevant governmental agencies. A notice of the confirmation
hearing was also published more than 30 days ago, and other than
the U.S. Trustee, no stakeholder has objected, informally or
formally, to the prepackaged plan or the request to have the
confirmation hearing held Monday. As to the U.S. Trustee's other
objections, the Debtors clarified that there are no other incentive
plans other than the KERP and the KEIP identified in the Disclosure
Statement. The U.S. Trustee's objection that the Exculpation
provision does not include a carve-out for gross negligence,
willful misconduct, and fraud is incorrect. "Indeed, the
Exculpation provision does include such carve-outs. The U.S.
Trustee is correct, however, that the Exculpation does not provide
that the carve-outs as applied to attorneys should be consistent
with the New York Rules of Professional Conduct. The Debtors will
add that concept to the Exculpation provision," Fullbeauty said.
According to Bloomberg, Fullbeauty's senior lenders including
Oaktree Capital Group LLC and Goldman Sachs Group Inc. are putting
in more capital and get a majority equity stake as part of the
restructuring. The report noted that one advantage for Fullbeauty
is that it does not have stores to worry about. The company sells
online and through catalogs, which frees it from having to evaluate
which outlets it needs to close.
The Debtors, among others, are seeking permission to use cash
collateral. As of the Petition Date, the Debtors' cash on hand
totaled approximately $3.8 million, substantially all of which is
Cash Collateral of their prepetition secured parties. Furthermore,
because the Debtors do not believe that they can provide adequate
protection to the Prepetition Secured Parties, the Debtors engaged
with the Prepetition Secured Parties regarding the terms on which
they would consent to permit the Debtors to continue to use Cash
Collateral as part of their negotiations regarding the
Restructuring Support Agreement. These discussions resulted in a
proposed Order, entry of which will allow the Debtors to transition
smoothly into chapter 11, effectuate the Restructuring Support
Agreement, and confirm and consummate the Plan, all while
continuing to operate their businesses without disruption.
Affiliates that filed for Chapter 11 are: Blackdog Holdings, Inc.;
FULLBEAUTY Brands, Inc.; FULLBEAUTY Brands, LLC; FULLBEAUTY Brands
Management Services, LLC; FULLBEAUTY Brands Merchant, Inc.;
FULLBEAUTY Brands Operations, LLC; FULLBEAUTY Brands Texas, LLC;
Jessica London, Inc.; and Swimsuits for All, LLC.
According to the bankruptcy petition, Apax Partners, LLP owns 69.6%
of the equity interest in Fullbeauty. Charlesbank Capital
Partners, LLC own a 26.4% stake.
The Debtors are represented by Jonathan S. Henes, P.C., George
Klidonas, Rebecca Blake Chaikin, and Gene Goldmintz at Kirkland &
Ellis LLP in New York; and Emily E. Geier at Kirkland's Chicago
office.
The Debtors have employed AlixPartners, LLP, as financial advisors;
PJT Partners LP, as restructuring advisors; Prime Clerk LLC, as
notice, claims, and balloting agent and as administrative advisor;
and Ernst & Young LLP, as tax advisor.
GLANSAOL HOLDINGS: Committee Taps CBIZ as Financial Advisor
-----------------------------------------------------------
The official committee of unsecured creditors of Glansaol Holdings,
Inc. and its debtor-affiliates seeks authorization from the U.S.
Bankruptcy Court for the Southern District of New York to retain
CBIZ Accounting, Tax and Advisory of New York, LLC as its financial
advisor.
The firm will provide these services:
(a) assist the committee in its evaluation of the
post-petition cash flow and other projections and budgets prepared
by the Debtors;
(b) monitor the Debtors' activities regarding cash
expenditures subsequent to the filing of their Chapter 11 cases;
(c) assist the committee in reviewing the Debtors' monthly
operating reports;
(d) assist the committee in investigating the pre-bankruptcy
acts, conduct, transfers of property or funds, liabilities and
financial condition of the Debtors or their management and
creditors;
(e) provide financial analysis related to any proposed
debtor-in-possession financing;
(f) analyze transactions with vendors, insiders and related or
affiliated entities prior and subsequent to the Debtors' bankruptcy
filing;
(g) assist the committee or its counsel in any litigation
proceedings against insiders and other potential adversaries;
(h) assist the committee in its review of the financial
aspects of any proposed sale or bankruptcy plan;
(i) attend meetings with representatives of the committee and
its counsel, and prepare presentations to the committee that
provides analyses and updates on diligence performed; and
(j) provide other financial advisory services.
The hourly rates charged by CBIZ NY are:
Directors/Managing Directors $445 to $800
Managers/Senior Managers $355 to $445
Senior Associates/Staff $195 to $355
Charles Berk, managing director of CBIZ, attests that his firm is a
"disinterested person" as that term is defined in section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
Charles Berk
CBIZ Accounting, Tax and
Advisory of New York, LLC
1065 Avenue of the Americas
New York, NY 10018
Tel: (212) 790-5883
Fax: (212) 790-5909
E-mail: cberk@cbiz.com
About Glansaol Holdings
Headquartered in New York, Glansaol Holdings Inc. and its
subsidiaries are an independent prestige beauty and personal care
companies.
On Dec. 19, 2018, Glansaol Holdings Inc. and seven of its
subsidiaries filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y.
Lead Case No. 18-14102). Glansaol estimated assets and liabilities
of $10 million to $50 million.
The Debtors tapped Willkie Farr & Gallagher LLP as legal counsel;
Emerald Capital Advisors as financial advisor; and Omni Management
Group Inc. as claims and noticing agent.
The U.S. Trustee for Region 2 appointed an official committee of
unsecured creditors on Dec. 28, 2018. The committee tapped Arent
Fox LLP as its counsel, and CBIZ Accounting, Tax and Advisory of
New York, LLC as its financial advisor.
GOD'S CHARIOTS: Files Chapter 11 Plan of Liquidation
----------------------------------------------------
God's Chariots to the Heavenly Highway, Inc., filed a Chapter 11
plan of liquidation and accompanying disclosure statement.
On June 16, 2017, the Debtor filed a motion with the Bankruptcy
Court to obtain approval of the sale of the St. Ann's Avenue
property to Lagree Baptist Church. On July 18, 2017, the
Bankruptcy Court conducted a hearing to consider the sale motion.
On July 19, 2017, the Bankruptcy Court signed an order approving
the sale to Lagree Baptist Church. Thereafter the Debtor worked in
concert with the purchaser to obtain the necessary approvals from
the Department of Charities of the New York State Attorney
General's Office to consummate the sale. On April 5, 2018, the New
York Supreme Court for the Country of The Bronx entered an order
approving the sale pursuant to applicable New York state law.
Thereafter, the sale of the Real Property closed on July 23, 2018.
Allowed Unsecured Claims (Class 2) - Allowed Unsecured Claims will
be paid on the effective date of the Plan. Four claims have been
filed in the aggregate amount of $124,000. The Debtor does not
dispute their validity.
Allowed Secured Claims (Class 1) - There are no secured claims in
Class 1.
The Debtor will fund the Plan and Distributions by using Cash on
hand from its Debtor in Possession bank account. The Debtor
presently has more than $2,900,000 on hand in its bank account. The
Debtor estimates payment of all Claims will total less than
$200,000.
The Court has scheduled a hearing to consider Confirmation of the
Plan on February 26, 2019 at 10:00 a.m., at the United States
Bankruptcy Court, Southern District of New York, One Bowling Green,
Courtroom 723, New York, NY 10004.
Objections to confirmation of the Plan, if any, must be in writing
and must identify the objecting party and the nature of its
interest in the Bankruptcy Case and must set forth in detail the
nature and basis of the objection. Objections must be filed with
the Clerk of the Court with the ECF system, with a copy to the
Chambers of Judge Stuart M. Bernstein and served upon the following
no later than February 19, 2019 at 5:00 P.M.
A full-text copy of the Disclosure Statement dated January 18,
2019, is available at https://tinyurl.com/y79qf8fh from
PacerMonitor.com at no charge.
About God's Chariots To The Heavenly Highway Inc.
God's Chariots To The Heavenly Highway Inc. is a religious
corporation that was formed in early 2014. It holds title to the
property, which has eight commercial units, located at 844 St.
Ann's Avenue in Bronx County.
God's Chariots sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D.N.Y. Case No. 16-13585) on Dec. 27, 2016.
Bernel-Arthur Richardson, administrator, signed the petition. The
Debtor estimated assets of less than $1 million and liabilities of
less than $500,000.
Judge Stuart M. Bernstein presides over the case.
The Law Office of Anthony M. Vassallo serves as the Debtor's
bankruptcy counsel.
GUARDIAN EXTERIORS: Seeks to Hire Holder Law as Counsel
-------------------------------------------------------
Guardian Exteriors, Inc. seeks authority from the U.S. Bankruptcy
Court for the Northern District of Texas to hire Holder Law as its
legal counsel.
The firm will advise the Debtor of its powers and duties in the
continued operation of its business and the management of its
property; assist the Debtor in the preparation of a plan of
reorganization and related documents; take all necessary action to
protect and preserve its estate, including the prosecution of
actions on its behalf and negotiations concerning litigation in
which it is involved; and provide other legal services in
connection with its Chapter 11 case.
Holder Law's hourly rates are:
Areya Holder Aurzada $450
Associate attorney $300
Paralegals $150
Areya Holder Aurzada, Esq., at Holder Law, attests that her firm is
a "disinterested person" within the meaning of section 101(14) of
the Bankruptcy Code.
The firm can be reached through:
Areya Holder, Esq.
Holder Law
901 Main Street, Suite 5320
Dallas, TX 75202
Phone: 972-438-8800
Fax : 972-438-8825
Email: areya@holderlawpc.com
About Guardian Exteriors, Inc.
Guardian Exteriors, Inc., a roofing contractor in Duncanville,
Texas, filed for Chapter 11 protection (Bankr. N.D. Tex. Case No.
19-30230) on January 22, 2019. In the petition signed by Teena
Roberts, chief financial officer, the Debtor estimates $500,000 to
$1 million in assets and $1 million to $10 million in liabilities.
The case has been assigned to Judge Harlin DeWayne Hale.
The Debtor tapped Areya Holder Aurzada, Esq., at the Law Office of
Areya Holder, P.C., as its counsel.
GULFSTREAM DIAGNOSTICS: Seeks to Hire BidMed as Broker
------------------------------------------------------
Gulfstream Diagnostics, LLC seeks authority from the U.S.
Bankruptcy Court for the Northern District of Texas to hire a
broker and auctioneer in connection with the sale of its medical
equipment.
The Debtor proposes to employ BidMed LLC to market certain medical
equipment and conduct an auction. The firm will receive a
commission of 10% of the sale proceeds.
Patrick Kelly, chief executive officer of BidMed, attests that his
firm is a "disinterested person" as defined in section 101(14) of
the Bankruptcy Code.
The firm can be reached through:
Patrick Kelly, CEO
BidMed LLC
1016 West Jackson Blvd
Chicago, IL 60607
Tel: (866) 811-1441
Email: info@bidmed.com
About Gulfstream Diagnostics
Gulfstream Diagnostics, LLC operates a medical laboratory in
Dallas, Texas. It provides clinical, pharmacogenetics and
toxicology laboratory tests. Its laboratory features Beckman
Coulter, Agilent Technologies, Douglas Scientific, and Tecan
instrumentation.
Gulfstream Diagnostics filed a voluntary Chapter 11 petition
(Bankr. N.D. Tex. Case No. 19-30159) on January 16, 2019. In the
petition signed by Maison Vasek, chief financial officer, the
Debtor estimates $1 million to $10 million in both assets and
liabilities.
Judge Stacey G. Jernigan presides over the case.
Thomas Daniel Berghman, Esq. at Munsch Hardt Kopf & Harr, P.C. is
the Debtor's counsel.
HH & JR: Unsecureds to Get $3,000 Quarterly for 4 Years
--------------------------------------------------------
HH & JR, Inc., d/b/a One Stop, filed an amended disclosure
statement explaining its Plan of Reorganization to modify the
treatment of unsecured claims.
Class 3 consists of all Allowed Unsecured Claims against the
Debtor. In full satisfaction of their claims, the unsecured
creditors will share pro rata quarterly payments of $3,000.00 for a
period of four (4) years following the Effective Date, for a total
of $48,000.00. The Debtor will pay $2,200.00 of the quarterly
payment and the Debtor's principal will pay $800.00 of the
quarterly payment. The previously filed Plan proposed to pay
Allowed Unsecured Creditors a pro rata quarterly payments of
$1,300.00 for a period of five years following the Effective Date,
for a total of $26,000. The Debtor will pay $800.00 of the
quarterly payment and the Debtor's principal will pay $500 of the
quarterly payment.
Class 1 - Secured Creditor. On June 28, 2017 the Debtor entered
into an agreement to purchase a retail liquor license to sell
"package goods" for a total consideration of $100,000 pursuant to
the following terms: $20,000 down and the balance of $80,000 at 12%
interest, amortized over 10 years with monthly payments of
$1,147.77 until July 1, 2022, at which a balloon payment of
$52,745.53 becomes due. The loan is secured by a UCC-1 filed
against the liquor license. The Debtor's Plan provides to pay Class
1 over four (4) years at 12% interest at $2,063.00 per month,
totaling $99,024.00. This class is impaired.
Class 2 - Priority Creditors. The IRS filed an unsecured priority
claim for $677.36 (POC 1-1). The Debtor will pay the claim in full
on the effective date of the Plan.
Some of the funds to be used to make payments under the Plan will
be paid by the Debtor from its net income and some from Debtor's
President and sole equity holder, H. Tony Hussein. Mr. Hussein has
agreed to personally make 16 quarterly payments to the unsecured
creditors of $800.00 per quarter for a total of $12,800.00 over 4
years, each payment to provide
new value and in exchange for the re-vesting of the shares of the
company so that Mr. Hussein will retain his 100% pre-petition
equity interest in the Debtor post-petition.
A full-text copy of the Amended Disclosure Statement is available
at https://tinyurl.com/y8yhc39f from PacerMonitor.com at no
charge.
About HH & JR, INC.
Headquartered in Lake Worth, Florida, HH & JR Inc., doing business
as One Stop, previously filed for Chapter 11 bankruptcy protection
(Bankr. S.D. Fla. Case No. 17-19473) on July 27, 2017.
HH & JR Inc. again filed a Chapter 11 bankruptcy petition (Bankr.
S.D. Fla. Case No. 18-23132) on Oct. 23, 2018, disclosing under $1
million in both assets and liabilities.
Chad T. Van Horn, Esq., at Van Horn Law Group, P.A., serves as
bankruptcy counsel to the Debtor.
HIGH LINER: Moody's Lowers CFR to B2 & 1st Lien Loan Rating to B3
-----------------------------------------------------------------
Moody's Investors Service downgraded High Liner Foods
Incorporated's corporate family rating to B2 from B1, probability
of default rating to B2-PD from B1-PD and senior secured first lien
term loan rating to B3 from B2. Moody's also affirmed High Liner's
SGL-3 speculative grade liquidity rating. The ratings outlook
remains stable.
"The downgrade reflects expectations that High Liner's credit
metrics will remain weak in the next 12 to 18 months due to
headwinds from rising raw material prices, the impact of US tariffs
on imported species and execution risks on its operational
turnaround plans", said Peter Adu, Moody's Vice President and
Senior Analyst.
Downgrades:
Issuer: High Liner Foods Incorporated
Corporate Family Rating, Downgraded to B2 from B1
Probability of Default Rating, Downgraded to B2-PD from B1-PD
$370 million Senior Secured First Lien Term Loan due 2021,
Downgraded to B3 (LGD4) from B2 (LGD4)
Affirmations:
Issuer: High Liner Foods Incorporated
Speculative Grade Liquidity Rating, Affirmed SGL-3
Outlook Actions:
Issuer: High Liner Foods Incorporated
Outlook, Remains Stable
RATINGS RATIONALE
High Liner's B2 CFR is constrained by: (1) its narrowly focused
seafood processing operation, which is facing organic top line
growth challenges driven by consumer shift toward fresh and healthy
foods versus frozen and processed foods; (2) ongoing operational
challenges and Moody's expectation that leverage will be sustained
around 6x in the next 12 to 18 months (was 5.9x at LTM Q3/2018) as
rising raw material costs, impact of tariffs, loss of a major
customer and inefficient utilization of its manufacturing plants
will pressure EBITDA; (3) weak margins due to limited pricing power
with large retail customers; and (4) exposure to food safety
recalls. However, the company benefits from: (1) good market
positions in the processing of seafood for both retail and
foodservice channels in Canada and the US; (2) well-known brands,
which provide a competitive advantage in the fragmented seafood
industry; and (3) attractive long term growth prospects for seafood
consumption.
High Liner has adequate liquidity (SGL-3). Sources exceed $135
million while there is no mandatory term loan amortization in the
next 12 months. Liquidity is supported by $2 million of cash at
Q3/2018, about $125 million of availability under its $180 million
ABL facility that matures in April 2021 (subject to a borrowing
base), and Moody's expected free cash flow around $10 million in
the next 12 months. The company's ABL facility is subject to a
springing fixed charge coverage covenant of 1.0x when availability
falls below a certain threshold. Moody's does not expect this
covenant to be applicable in the next 4 quarters. High Liner has
limited ability to generate liquidity from asset sales.
The outlook is stable because the company has adequate liquidity to
manage its operational turnaround in the next 12 to 18 months.
The rating could be upgraded if High Liner demonstrates material
organic growth in revenue and EBITDA and sustains adjusted
Debt/EBITDA below 4.5x (5.9x at LTM Q3/2018). The rating could be
downgraded if adjusted Debt/EBITDA is sustained above 6.5x (5.9x at
LTM Q3/2018), possibly due to material declines in profitability or
debt-financed acquisition activity. The rating could also be
downgraded if the company's liquidity deteriorates, possibly due to
negative free cash flow generation for an extended period.
The principal methodology used in these ratings was Global Packaged
Goods published in January 2017.
High Liner Foods Incorporated is a North American processor and
marketer of value-added frozen seafood (mostly fish), serving the
retail and foodservice channels in Canada and the US (76% branded
and 24% private label). Revenue for the last twelve months ended
September 29, 2018 was about $1.1 billion.
HOSPITALITY INTEGRATED: Unsecureds to Recoup 100% of Allowed Claims
-------------------------------------------------------------------
Hospitality Integrated Services, Inc. filed with the U.S.
Bankruptcy Court for the District of Arizona a small business
disclosure statement describing its chapter 11 plan of
reorganization dated Jan. 25, 2019.
The Debtor has been in the business of sales of wireless internet
services to consumers and businesses.
Under the proposed plan, general unsecured creditors are classified
in Class 3 and will receive a distribution of 100% of their allowed
claims to be distributed pro rata.
The plan's funding will be provided by the ongoing commercial
activity of the Debtor. The financial projections show that the
Debtor will have an aggregate annual average cash flow, after
paying operating expenses and post-confirmation taxes, of at least
$33,588.56. The final payment is expected to be paid on a date that
has yet to be determined.
A copy of the Disclosure Statement is available at
https://is.gd/5Tl9Ow from Pacermonitor.com at no charge.
About Hospitality Integrated Services
Hospitality Integrated Services, Inc., filed a Chapter 11 petition
(Bankr. D. Ariz. Case No. 18-08776) on July 24, 2018. In the
petition signed by Daniel Taft, Sr., president and CEO, the Debtor
estimated assets and liabilities of at least $50,000. The Debtor
is represented by Douglas B. Price, Esq., of the Law Offices of
Douglas B. Price, P.C.
INDUSTRIAL FABRICATORS: May Use Cash Collateral Through April 30
----------------------------------------------------------------
The Hon. Robert D. Berger of the U.S. Bankruptcy Court of the
District of Kansas has entered an Amended Stipulation and Final
Order regarding Industrial Fabricators & Installers, Inc.'s use of
the cash collateral of its secured creditors, Bennington State
Bank, Rhonda McIntire, and the Internal Revenue Service.
The Debtor is authorized to use the postpetition revenues collected
from the collateral for the period through April 30, 2019 or until
a Plan of Reorganization is confirmed, whichever is earlier, only
to the extent provided by the budget.
As of Nov. 29, 2018, the Debtor is indebted to Bennington for two
loans, one in the amount of $99,923 for principal and interest; and
the second loan in the amount of $129,004 for principal and
interest. The Debtor granted Bennington a first lien in
substantially all of its assets to secure all present and future
indebtedness owed to Bennington.
In the divorce between the shareholder Marc McIntire and his former
spouse Rhonda McIntire, the state court judge directed that the
Debtor pay Rhonda McIntire for her share of the company be paid
$360,000 plus interest and that Marc McIntire would pledge his
stock as collateral and the Debtor would pledge its accounts
receivable, equipment, inventory, supplies and other assets of the
Debtor. Rhonda McIntire has a second priority lien and security
interest in the collateral, the cash collateral, and the
post-petition revenues.
The IRS filed Notices of Tax Lien from August 2017 through January
2018. The Debtor agrees that the IRS has a valid tax lien or liens,
with priorities existing to the extent provided by the tax code.
In addition, the Debtor will pay Bennington the sum of $1,295 per
month as interest only on the two loans for the months of December,
January and February, to be paid on the 6th of the month.
Thereafter, Debtor will pay Bennington for the months of March and
April payments of principal and interest of $4,884.21 on the two
loans. Moreover, the Debtor will pay Rhonda McIntire the sum of
$2,300 per month as set forth in the budget.
According to Stipulation and Interim Order, the Debtor will:
(a) not seek to grant any liens on the collateral to any
third party or use, sell, or lease any of the collateral out of the
ordinary course of its business except after 21 days' prior written
notice to Bennington, Rhonda, the IRS and all other
parties-in-interests are allowed an opportunity for a hearing;
(b) pay or escrow funds sufficient to pay current taxes and
insurance on the collateral, on a current monthly basis based on
current insurance and tax bills and will timely pay all
post-petition taxes, including personal property taxes, on the
collateral; and
(c) at all times maintain and preserve the collateral and any
other property that collateralizes the loans of Bennington and
Rhonda and the tax liens of the IRS.
In addition, the Parties have agreed that the Debtor will have and
maintain general comprehensive, hazard and liability insurance
coverage for and on the collateral in amounts satisfactory to
Bennington, naming Bennington as lender loss payee. The Debtor will
promptly make all premium payments required to maintain said
insurance.
The Debtor grants Bennington, Rhonda and the IRS valid, perfected
and enforceable post-petition security interests in and liens upon
all tangible and intangible personal property of the estate,
including but not limited to, bank accounts, accounts receivable,
tools, equipment, general intangibles, contract rights, and chattel
paper of the Debtor generated or acquired by the Debtor as
debtor-in-possession on or after the Petition Date, and to the
extent that such stay, use, or sale results in a decrease in the
value of such entity's interest in the Collateral pursuant to
Section 361(2) of the Bankruptcy Code.
In addition, the Debtor will pay (a) Bennington the sum of $1,295
per month as interest only on the two loans for the months of
December, January and February, to be paid on the 6th of the month;
(b) Bennington for the months of March and April payments of
principal and interest of $4,884.21 on the two loans; (c) pay
Rhonda McIntire the sum of $2,300 per month as set forth in the
budget; and (d) the IRS the sum of $1,500 per month commencing Jan.
15, 2019 and by the 15th of each month thereafter until
confirmation of the Plan of Reorganization.
The Debtor also agrees that it will continue to maintain cash, bank
accounts, inventory and accounts receivable at a minimum of
$50,000.
The Stipulation and Interim Order also provides that (a) Bennington
will have access to the Collateral for inspection and examination
and Debtor's business; and (b) the Debtor will provide to
Bennington, contemporaneously upon filing with the Court or the
U.S. Trustee, each of the monthly operating reports which are
required to be filed with the Court and the U.S. Trustee, and the
Debtor will promptly provide all other reports or financial data
reasonably requested by Bennington.
A full-text copy of the Amended Stipulation and Final Order is
available at
http://bankrupt.com/misc/ksb18-22462-47.pdf
About Industrial Fabricators & Installers
Industrial Fabricators & Installers, Inc., is a privately held
company in the stainless steel fabrication industry. The Company
offers a broad range of services centered on the custom fabrication
or modification of food handling, processing and packaging
equipment, as well as various installation services. The Company
is headquartered in Salina, Kansas.
Industrial Fabricators & Installers filed a Chapter 11 petition
(Bankr. D. Kan. Case No. 18-22462) on Nov. 29, 2018. In the
petition signed by Marc R. McIntire, president, the Debtor reported
total assets of $490,885 and liabilities of $1,995,929 as of the
bankruptcy filing. Judge Robert D. Berger oversees the case.
Erlene W. Krigel, Esq., of Krigel & Krigel, PC, serves as Debtor's
counsel, and Eric Homolka is the Debtor's financial consultant.
INNOVATIVE MATTRESS: May Obtain $6-Mil Loan, Use Cash Collateral
----------------------------------------------------------------
The Hon. Gregory R. Schaaf of the U.S. Bankruptcy Court for the
Eastern District of Kentucky authorized Innovative Mattress
Solutions, LLC ("iMS") and its affiliated debtors (a) to obtain
from Tempur World, LLC, as the DIP Lender, secured postpetition
financing pursuant to the terms and conditions of that certain DIP
Financing Agreement and the Interim Order, up to an interim
aggregate principal amount of $6,000,000 at any time prior to entry
of the Final Order; and (b) to use cash collateral in accordance
with the Budget.
The Debtors have delivered to the DIP Lender a detailed 13-week
budget that sets forth projected cash receipts and cash
disbursements (by line item) on a weekly basis for the time period
from and including the Petition Date through the week ending April
14, 2019. The budget shows total operating disbursements of
$35,731,954 during the interim period.
According to the DIP Financing Agreement, Tempur World committed to
provide for a revolving credit facility of up to $14,000,000 with
an initial commitment of $6,000,000, to be made available to iMS,
as borrower, and has been entered into among the Borrower and
certain of its affiliates as guarantors, in their capacities as
debtors-in-possessions.
To secure the DIP Obligations, Tempur World is granted: (i)
perfected new liens on and security interests in all assets that
constitute DIP Collateral of each of the Borrower/Guarantors to the
extent that such DIP Collateral is not subject to Permitted
Priority Liens; (ii) a perfected lien on the DIP Collateral junior
to any Permitted Priority Liens on such DIP Collateral, and (iii)
the DIP Liens will rank senior in priority to all liens other than
any Permitted Priority Liens or those valid, perfected, and
unavoidable liens existing on the Debtors' assets either recognized
by or described in the Interim Order or the Final DIP Order.
The DIP Lender is granted an allowed superpriority administrative
expense claim in each of the Debtors' Chapter 11 Cases and in any
successor cases under the Bankruptcy Code (including any case or
cases under chapter 7 of the Bankruptcy Code) for all DIP
Obligations, to have priority over any and all administrative
expenses of and unsecured claims against any of the Debtors now
existing or hereafter arising, of any kind or nature whatsoever.
The DIP Superpriority Claim will be senior in all respects to any
superpriority claims granted in these Chapter 11 Cases including,
without limitation, on account of any break-up fee or expense
reimbursement that may be granted by the Court in connection with
any sale of the Debtors' assets, and the Adequate Protection
Superpriority Claim.
Tempur World, in its capacity as Prepetition Lender, may claim an
interest in cash collateral which was pledged to secure the
prepetition obligations owed pursuant to the Prepetition
Facilities. The Debtors' primary prepetition secured liabilities
consist of: (i) a term note credit facility; and (ii) a line of
credit facility. As of the Petition Date, approximately $1.3
million was due under the Prepetition Term Loan, which is secured
by a first-priority lien on the Prepetition Collateral. The
Prepetition LOC Loan is also secured by the Prepetition Collateral,
and approximately $2.4 million was due under the Prepetition LOC
Loan as of the Petition Date.
Tempur World, in its capacity as Prepetition Lender, is granted the
following adequate protection:
(a) The Pre-Petition Lender is granted valid, perfected
replacement security interests in and liens on all of the DIP
Collateral to secure the amount of any Diminution Claim, provided
that the Adequate Protection Liens will attach to Avoidance
Proceeds upon entry of the Final Order. The Adequate Protection
Liens will be junior and subordinate only to the Carve-Out, the DIP
Liens, and any liens that are senior to the DIP Liens as and to the
extent expressly provided in the Final Order.
(b) The PrePetition Lender is also granted a superpriority
claim with priority over all administrative expense claims and
unsecured claims against the Debtors or their estates, now existing
or hereafter arising, of any kind or nature whatsoever, which
allowed Adequate Protection Superpriority Claim will be payable
from all pre- and postpetition property of the Debtors and all
proceeds thereof including, without limitation, any Avoidance
Actions proceeds upon entry of the Final Order. The Adequate
Protection Superpriority Claim will be subordinate and subject only
to the DIP Superpriority Claim and payment of the Carve-Out. Each
Adequate Protection Superpriority Claim will maintain its priority
relative to the Pre-Petition Indebtedness as set forth in the
Pre-Petition Financing Agreement.
The DIP Liens, the DIP Superpriority Claim, the Adequate Protection
Superpriority Claims and the Pre-Petition Secured Liens will be
subject and subordinate only to Permitted Priority Liens and
payment of:
(i) fees payable to the U.S. Trustee, in such amounts as
determined in agreement with the U.S. Trustee or by a final order
of the Court, and fees payable to the Clerk of the Court;
(ii) unpaid professional fees and expenses payable to any
legal or financial advisors retained by the Debtors or any
Creditors' Committee that are incurred or accrued prior to the date
on which the DIP Lender provides written notice to the Debtors and
the Creditors' Committee of the occurrence of the Termination Date,
but solely if, as and to the extent such Professional Fees are or
have been provided for in, and are consistent with, the DIP Budget
(subject to the Permitted Variance) and are ultimately allowed by
the Court pursuant to section 330 of the Bankruptcy Code, and
(iii) unpaid Debtors' Professional Fees incurred or accrued
on or after the date on which the DIP Lender provides written
notice to the Debtors of the occurrence of the Termination Date in
an aggregate amount not to exceed $150,000 and Committee's
Professional Fees incurred or accrued on or after the date on which
the DIP Lender provides written notice to the Creditors' Committee
of the occurrence of the Termination Date in an aggregate amount
not to exceed $25,000.
A full-text copy of the Interim Order is available at
http://bankrupt.com/misc/kyeb19-50042-106.pdf
About Innovative Mattress
Innovative Mattress Solutions, LLC, operates 142 specialty sleep
retail locations primarily in the southeastern U.S. under the names
Sleep Outfitters, Mattress Warehouse, and Mattress King. It offers
sleep outfitters, complete beds, electric adjustable beds, bed bug
protectors, sheets and pillows. Innovative Mattress Solutions was
founded in 1983 and is based in Lexington, Kentucky.
Innovative Mattress Solutions, LLC, and 10 affiliates sought
Chapter 11 protection (Bankr. E.D. Ky. Lead Case No. 19-50042) on
Jan. 11, 2019. The Hon. Gregory R. Schaaf is the case judge.
Innovative Mattress estimated assets of $10 million to $50 million
and liabilities of the same range. The Debtors tapped Delcotto Law
Group PLLC as counsel; Brown, Edwards & Company, L.L.P. as
accountant; and Conway Mackenzie, Inc. as financial advisor.
IPC CORP: Moody's Lowers CFR to Caa2 & 1st Lien Loans to Caa1
-------------------------------------------------------------
Moody's Investors Service downgraded IPC Corp.'s Corporate Family
Rating to Caa2 from B3 and Probability of Default Rating to Caa3-PD
from B3-PD. The company's first lien credit facilities were
downgraded to Caa1 from B2, and second lien credit facilities were
downgraded to Ca from Caa2. The rating outlook remains negative.
RATINGS RATIONALE
The downgrade of the CFR to Caa2 reflects uncertainty about the
sustainability of the capital structure given weakening
profitability and liquidity, increasing financial leverage and
modestly negative free cash flow. Moody's expects a decline in
revenue and profit margins in fiscal 2019 (ending September) which
will result in leverage increasing from 8.2x (Moody's adjusted) in
fiscal 2018 to about 10x in fiscal 2019.
IPC continues to maintain a leading competitive position and strong
market share in the highly specialized trading communications
sector, with a differentiated and comprehensive product suite and
long-standing relationships with a broad base of large customers.
However, the company's business franchise is going through a
transition driven by technological evolution in its markets. IPC
has introduced solutions that lead the field in addressing its
customers' evolving operations, but these new solutions are
expected to present a lower overall revenue and profit margin
opportunity than legacy solutions during the early stages of the
transition. Due to the recent reduction in the earnings power and
the time likely needed for the business model transition, Moody's
estimates that the value of IPC's enterprise is currently below the
principal balance of the company's outstanding debt.
The negative outlook reflects uncertain sustainability of debt
capital structure and limited liquidity, raising the possibility of
a debt restructuring over the next 12-18 months.
The ratings could be upgraded if IPC demonstrates stabilization of
revenue and profit levels, leverage declines and free cash flow
generation becomes positive. The ratings could be downgraded if
probability of a near-term action to reduce debt balances
increases, or if liquidity challenges are exacerbated.
IPC's liquidity position is viewed as weak, with modestly negative
free cash flow expected in fiscal 2019 and cash balances of $17
million as of September 30, 2018. The company is in compliance with
financial covenants contained in the first lien credit facilities.
Depending on the degree of profitability decline in 2019, there is
potential for a covenant breach in the fourth fiscal quarter ending
September 2019 when the net leverage covenant level steps down.
The instrument ratings reflect both the probability of default, as
reflected in the Caa3-PD PDR, and the instruments' recovery
expectations in a default scenario. Moody's assumes an above
average family recovery expectation at default. The Caa1 ratings
for IPC's first lien senior secured term loan, term note and
revolver reflect their senior most position in the capital
structure and size relative to the second lien debt. The Ca rating
for the second lien term loan reflects the significant amount of
first lien debt ahead of it in the capital structure and
significant loss expectation in a default scenario.
Rating Actions:
Issuer: IPC Corp.
-- Corporate Family Rating downgraded to Caa2 from B3
-- Probability of Default Rating downgraded to Caa3-PD from
B3-PD
-- Senior secured first lien credit facilities downgraded to Caa1
(LGD2) from B2 (LGD3)
-- Senior secured second lien credit facilities downgraded to Ca
(LGD5) from Caa2 (LGD5)
Outlook Action:
Issuer: IPC Corp.
-- Outlook remains Negative
The principal methodology used in these ratings was Diversified
Technology published in August 2018.
With revenue of approximately $541 million in fiscal 2018 (ended
September), IPC provides network services, trading communication
technology and compliance solutions primarily to the financial
markets industry.
JPM REALTY: Seeks to Hire Frey & Company as Accountant
------------------------------------------------------
JPM Realty, Inc. seeks approval from the U.S. Bankruptcy Court for
the Middle District of Pennsylvania to hire Frey & Company, CPA's,
LLC as its accountant.
The firm will provide the Debtor with accounting advice with
respect to its obligations in the management of its property, and
prepare monthly reports, tax returns and other documents necessary
to administer its bankruptcy estate.
Frey & Company will charge $225 per hour for its services.
Melanie Walsh, a certified public accountant employed with Frey &
Company, attests that her firm has no connection with the Debtor or
conflicts with its creditors and other "parties-in-interest."
The firm can be reached through:
Melanie Walshh, CPA
Frey & Company
121 North Best Avenue, Suite 2
Walnutport, PA 18088
Phone: (610) 760-8920
Fax: (610) 760-2391
About JPM Realty Inc.
JPM Realty, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Pa. Case No. 18-04511) on Oct. 24,
2018. At the time of the filing, the Debtor estimated assets of
less than $500,000 and liabilities of less than $500,000. Judge
Robert N. Opel II presides over the case. The Debtor tapped C.
Stephen Gurdin Jr., Esq., as its legal counsel.
LA CASA DE PEDRO: Taps Boston Restaurant Group as Broker
--------------------------------------------------------
La Casa de Pedro, Inc. received approval from the U.S. Bankruptcy
Court for the District of Massachusetts to hire The Boston
Restaurant Group, Inc. as its broker.
The firm will assist the Debtor in the sale of all of its assets,
including the restaurant's liquor licenses, furniture, fixtures and
equipment, leasehold improvements, goodwill and inventory.
BRG will receive a commission of 8% of the gross sales price.
BRG is not a creditor and has no connection with any party in the
Debtor's bankruptcy case, according to court filings.
The firm can be reached through:
Charles Perkins
The Boston Restaurant Group Inc.
32 Lawrence Road
Boxford, MA 01921
Phone: (978) 887-9895
Fax: (978) 887-0219
Email: cperkins@bostonrestaurantgroup.com
About La Casa de Pedro
La Casa de Pedro, Inc. -- http://lacasadepedro.com/-- is a
restaurant that offers Venezuelan & Spanish cuisine. Owner and
Executive Chef Pedro Alarcon serves dishes that highlight the
traditions of his native Venezuela and broader Latin American
heritage.
La Casa de Pedro, Inc., based in Watertown, MA, filed a Chapter 11
petition (Bankr. D. Mass. Case No. 18-11916) on May 23, 2018. In
the petition signed by Pedro Alarcon, president, treasurer,
secretary and sole director, the Debtor estimated $500,000 to $1
million in assets and $1 million to $10 million in liabilities.
Judge Joan N. Feeney presides over the case. Nina M. Parker, Esq.,
at Parker & Associates, serves as the Debtor's bankruptcy counsel.
LANDING AT BRAINTREE: May Use Northeast Bank Cash Collateral
------------------------------------------------------------
The Hon. Frank J. Bailey of the U.S. Bankruptcy Court for the
District of Massachusetts has entered his first interim order
authorizing Landing at Braintree, LLC's use of cash collateral
through Feb. 28, 2019.
The Debtor may use Northeast Bank's cash and non-cash collateral
solely to pay its ordinary and necessary expenses as set forth on
the Budget. The Debtor warrants and represents that the Budget
includes all reasonable, necessary, and foreseeable expenses to be
incurred in connection with the Chapter 11 case, the liquidation of
the collateral, and the wind-down of the Debtor's business for the
period set forth in the Budget.
Prior to the Petition Date, the Debtor and Northeast Bank entered
into certain loan arrangements. The amounts due under the Loan
Documents are secured by: (i) the real property located at 125-141
Commercial Street, Braintree, Massachusetts, together with a
security interest grant encumbering all fixtures, equipment and all
other tangible personal property located on or intended for use in
connection with the Mortgaged Property, pursuant to the Mortgage,
and (ii) the leases and rents from the Mortgaged Property pursuant
to the Assignment of Leases. The Debtor is liable to Northeast Bank
in the approximate amount of $1,756,426, as of the Petition Date.
The Debtor acknowledges and agrees that Northeast Bank's claim is
secured by a valid, perfected, and unavoidable first priority
security interest in the collateral and will constitute an allowed
secured claim to the extent provided for under the Bankruptcy
Code.
In consideration of and as adequate protection for any diminution
in the value of Northeast Bank's cash and non-cash collateral:
(a) Northeast Bank is granted a security interest to the
extent of any diminution in the value of Northeast Bank's cash and
non-cash Collateral in all of the Debtor's postpetition assets,
including, but not limited to, accounts, inventory, equipment,
general intangibles, and goods, motor vehicles, real estate, and
leasehold interest as well as all products and proceeds thereof.
This post-petition grant of the security interest will be
supplemental of, and in addition to, the security interest, which
Northeast Bank possesses pursuant to the Loan Documents.
(b) If and to the extent (i) the collateral used by the
Debtor less (ii) the reduction in the Claim exceeds the value of
the Post-Petition Collateral, then Northeast Bank will have a claim
under Section 503(b) of the Bankruptcy Code in the amount of the
Post-Petition Shortfall which will have priority over all other
claims entitled to priority under Section 507(a)(2), with the sole
exception of quarterly fees due to the U.S. Trustee.
(c) The Debtor will maintain all necessary insurance,
including, without limitation, fire, hazard, comprehensive, public
liability, and workmen's compensation, and obtain such additional
insurance in an amount as is appropriate for the business in which
the Debtor is engaged, naming Northeast Bank as loss payee,
additional insured, and mortgagee with respect thereto.
(d) Upon reasonable notice to the Debtor, Northeast Bank will
have the right to inspect the collateral and the Mortgaged
Property, as well as the Debtor's books and records during normal
business hours.
(e) The Debtor will maintain the collateral in good condition
and will not permit waste to occur with respect to the collateral.
(f) The Debtor will pay any and all taxes, municipal charges,
or other amounts accruing upon or with respect to the Collateral
from and after the Petition Date if such amounts, if unpaid, would
have priority over Northeast Bank's security interest in the
Collateral under applicable law.
(g) The Debtor will make adequate protection payments to
Northeast Bank in the amount of $7,000 each month, payable on the
fifteenth day of each month.
If the Debtor intends to seek authority for use of cash collateral
beyond Feb. 28, 2019, the Debtor will file a new motion for the use
of cash collateral and accompanying budget on or before Feb. 14.
The Debtor will file a reconciliation of the actual income and
expenses to the Budget for the period of the Petition Date through
Feb. 8, by Feb. 14, 2019 at 4:30 p.m. Objections to the new motion
will be filed with the Court on or before Feb. 22, with a hearing
on that motion and the further use of cash collateral to be held on
Feb. 26, 2019 at 10:30 a.m.
A copy of the First Interim Order is available at
http://bankrupt.com/misc/mab18-14159-44.pdf
About 10 Homestead Avenue
10 Homestead Avenue's principal assets are located at 10 Homestead
Avenue Quincy, MA 02169. Landing at Braintree's principal assets
are located at Units 125-139B, Commercial Street Braintree, MA
02184.
10 Homestead Avenue, LLC, and its affiliate Landing at Braintree,
LLC, filed voluntary petitions seeking relief under Chapter 11 of
the Bankruptcy Code (Bankr. D. Mass. Case no. 18-14158 and Bankr.
D. Mass. Case No. 18-14159, respectively) on Nov. 6, 2018. In the
petitions signed by William T. Barry, manager, the Debtors
estimated $1 million to $10 million in assets and liabilities.
Judge Frank J. Bailey presides over Case No. 18-14158 while the
Hon. Christopher J. Panos presides over Case No. 18-14159.
The Ann Brennan Law Offices serves as the Debtors' counsel. The
Law Office of Lipman & White, is the special counsel.
LESLIE'S POOLMART: Moody's Lowers CFR to B3 & Secured Loan to B2
----------------------------------------------------------------
Moody's Investors Service downgraded Leslie's Poolmart, Inc.
Corporate Family Rating to B3 from B2 and Probability of Default
Rating to B3-PD from B2-PD. Concurrently, Moody's downgraded the
company's senior secured term loan to B2 from B1. The ratings
outlook is stable.
The downgrades reflect Moody's expectations that leverage will
remain elevated despite projected improvement to 6.9 times in
fiscal year 2019 from 7.3 times (Moody's-adjusted debt/EBITDA, for
the fiscal year ended September 29, 2018). Moody's anticipates that
the company will experience margin headwinds as its sales mix
transitions to online and commercial sales, likely driving
relatively flat organic earnings performance and modest free cash
flow despite revenue growth.
The stable rating outlook reflects Moody's expectations for stable
organic earnings performance on a weather-adjusted basis and debt
reduction funded from free cash flow that will modestly reduce
leverage over the next year and support adequate liquidity.
Moody's took the following ratings actions:
Leslie's Poolmart, Inc.:
- Corporate Family Rating, downgraded to B3 from B2
- Probability of Default Rating, downgraded to B3-PD from B2-PD
- Stable outlook
Leslie's Poolmart, Inc. (Old) (Debt assumed by Leslie's Poolmart,
Inc.):
- $860 million Senior Secured Term Loan B due 2023, downgraded to
B2 (LGD3) from B1 (LGD3)
RATINGS RATIONALE
The B3 CFR reflects Leslie's high leverage, product concentration,
and high vulnerability to weather patterns. Moody's projects that
over the next 12-18 months debt/EBITDA will decline to 6.9 times
from 7.3 times (Moody's-adjusted, as of September 2018), assuming
weather normalization relative to the wet and cool conditions in
the spring of fiscal year ended September 2018. Outside of
weather-related normalization, Moody's anticipates that growth of
Leslie's e-commerce and commercial operations and new store
openings will drive low-single-digit revenue increases, but EBITDA
will likely remain relatively flat due to the lower margin of those
businesses.
Nevertheless, the rating is well-positioned in the B3 category due
to Leslie's solid market position, recognized brand name, and the
consistent demand for pool supplies necessary to service a large
installed base of pools that diminishes sensitivity to economic
cycles. The company's adequate liquidity also supports the rating,
including expectations for modest positive free cash flow, lack of
near-term debt maturities, high seasonal revolver utilization and a
springing covenant only capital structure.
The ratings could be downgraded if operating performance
deteriorates or liquidity weakens. Quantitatively, the ratings
could be downgraded if debt/EBITDA is sustained above 7.5 times or
EBIT/interest expense approaches 1.0 times.
An upgrade would require good liquidity and sustained earnings
growth, such that debt/EBITDA is sustained below 6.5 times and
EBIT/interest expense is sustained above 1.25 times.
The principal methodology used in these ratings was Retail Industry
published in May 2018.
Leslie's Poolmart, Inc. is a specialty pool supplies retailer that
operated 940 stores and commercial centers as of September 2018.
Leslie's is controlled by investment funds affiliated with L
Catterton and GIC following a leveraged buyout in February 2017.
Net sales for the fiscal year ended September 2018 were
approximately $893 million.
LOVEJOY'S FAMILY: Seeks to Hire Clark Hill as Special Counsel
-------------------------------------------------------------
Lovejoy's Family Moving, Inc. seeks approval from the U.S.
Bankruptcy Court for the Central District of California to hire
Clark Hill PLC as special counsel.
The firm will represent the Debtor in a case entitled Daniel Mendez
v. Carlos Torres et al. (Case no. RIC16141712) pending in the
Superior Court for the State of California, County of Riverside.
Clark Hill's fees will be paid by the insurance carrier and not by
the Debtor's bankruptcy estate, according to court filings.
Bradford Hughes, Esq., a partner at Clark Hill, attests that his
firm neither represents nor holds any interest adverse to the
Debtor or to the estate.
The firm can be reached through:
Bradford G. Hughes, Esq.
1055 West Seventh Street, Suite 2400
Los Angeles, CA 90017
Phone: 213-417-5107
Fax: 213-488-1178
Email: bhughes@clarkhill.com
About Lovejoy's Family Moving Inc.
Lovejoy's Family Moving, Inc., which conducts business under the
name Republic Moving & Storage Inc. --
https://www.republicmoving.com/ -- provides moving and storage
solutions for residential homes, military personnel, and commercial
businesses throughout Southern California and the world. It is
headquartered in Chula Vista, California.
Lovejoy's Family Moving sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Cal. Case No. 18-16624) on Aug. 6,
2018. In the petition signed by Joseph W. Lovejoy, president, the
Debtor estimated assets of $1 million to $10 million and
liabilities of $1 million to $10 million.
Judge Scott C. Clarkson presides over the case. Winthrop Couchot
Golubow Hollander, LLP is the Debtor's legal counsel.
LUXE STUDIO: Seeks to Hire Friedman Framme as Counsel
-----------------------------------------------------
Luxe Studio LLC seeks authority from the U.S. Bankruptcy Court for
the Eastern District of Virginia to hire Friedman, Framme & Thrush,
P.A. as its legal counsel.
The firm will advise the Debtor concerning the administration of
its bankruptcy estate; investigate the existence of other assets of
the estate; negotiate with all creditors; prepare a plan of
reorganization; and provide other legal services in connection with
its Chapter 11 case.
Friedman's hourly rate for its attorneys is $185. The firm's
charge $100 per hour.
Susan Klein, Esq., at Friedman, attests that her firm is
"disinterested" as defined in section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
Susan J. Klein
Friedman, Framme & Thrush, P.A.
10461 Mill Run Circle, Ste. 550
Owings Mills, MD 21117
410-559-9000 x320
Fax : 410-559-9009
Email: sklein@fftlaw.com
About Luxe Studio LLC
Luxe Studio LLC filed a Voluntary Petition under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Va. Case No. 19-10074) on January 8,
2019, listing under $1 million in assets and liabilities.
The case has been assigned to Judge Brian F. Kenney. The Debtor
tapped Susan J. Klein, Esq., at Friedman, Framme & Thrush, P.A., as
its legal counsel.
MAINE TOOL: Wants to Continue Using BSB Cash Collateral
-------------------------------------------------------
Maine Tool & Machine, LLC, requests the U.S. Bankruptcy Court for
the District of Maine for authority to continue to use the cash
collateral of its senior secured lender, Bangor Savings Bank
("BSB"), in accordance with the 13-week cash projections budget.
On Dec. 4, 2018, the Court has entered its Cash Collateral Order
authorizing the Debtor to use the cash collateral of BSB through
Feb. 9, 2019. Also incorporated into the Cash Collateral Order is
the Amended Restructuring Support Agreement entered into by the
Debtor, BSB, and the Debtor's largest unsecured creditor, Midcoast
Regional Redevelopment Authority ("MRRA"). The Amended RSA
provides a deadline for the Debtor to obtain an Order confirming
the Debtor's Chapter 11 Plan of Reorganization of June 27, 2019.
The Debtor therefore seeks an extension of the authorization to use
the cash collateral of BSB through the Confirmation Deadline and to
June 29, 2019, under the same provisions as provided in the Cash
Collateral Order and the Amended RSA incorporated therein, and in
accordance with the budget.
A full-text copy of the Debtor's Motion is available at
http://bankrupt.com/misc/meb18-20615-59.pdf
About Maine Tool & Machine
Maine Tool & Machine, LLC, filed a Chapter 11 petition (Bankr. D.
Maine Case No. 18-20615) on Oct. 29, 2018. In the petition was
signed by Clifton D. Wilson, sole member, the Debtor estimated
assets and liabilities at $100,000 to $500,000. The Debtor is
represented by Christopher J. Keach, Esq., at Molleur Law Office.
MAREMONT CORP: Feb. 4 Meeting Set to Form Creditors' Panel
----------------------------------------------------------
Andy Vara, United States Trustee, for Region 3, supposedly held an
organizational meeting on Feb. 4, 2019, in the bankruptcy case of
Glansaol Holdings Inc., et al.
The meeting venue was:
Delaware State Bar Association
405 King Street, 2nd Floor
Wilmington, DE 19801
The sole purpose of the meeting was to form a committee or
committees of unsecured creditors in the Debtors' case.
The organizational meeting is not the meeting of creditors pursuant
to Section 341 of the Bankruptcy Code. A representative of the
Debtor, however, may attend the Organizational Meeting, and provide
background information regarding the bankruptcy cases.
To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States Trustee
appoint a committee of unsecured creditors as soon as practicable.
The Committee ordinarily consists of the persons, willing to serve,
that hold the seven largest unsecured claims against the debtor of
the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee may
consult with the debtor, investigate the debtor and its business
operations and participate in the formulation of a plan of
reorganization. The Committee may also perform other services as
are in the interests of the unsecured creditors whom it
represents.
About Maremont Corp.
Maremont Corporation and three affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 19-10118) on January 22,
2019. The affiliated debtors are Maremont Exhaust Products, Inc.,
AVM, Inc., and Former Ride Control Operating Company, Inc.
Headquartered in Troy, Michigan, Maremont is a Delaware corporation
and wholly-owned subsidiary of Meritor, Inc., a public company
organized under the laws of the State of Indiana. Historically,
Maremont and its subsidiaries manufactured, distributed, and sold
aftermarket friction products. Certain of the products
manufactured and sold contained asbestos. However, Maremont and
its subsidiaries have not manufactured or sold any
asbestos-containing products since 1978. Maremont divested its
business lines over time. By 2013, the Debtors had ceased all
operations and divested all remaining operating assets.
Maremont estimated $10 million to $50 million in total assets and
$100 million to $500 million in liabilities as of the bankruptcy
filing.
The Debtors tapped Sidley Austin LLP as its legal counsel; Cole
Schotz P.C. as Delaware counsel; and Donlin, Recano & Company,
Inc., as claims and noticing agent.
MAREMONT CORP: Seeks to Hire Donlin as Administrative Advisor
-------------------------------------------------------------
Maremont Corporation seeks approval from the U.S. Bankruptcy Court
for the District of Delaware to hire Donlin, Recano & Company,
Inc., as its administrative advisor.
The firm will assist the company and its affiliates in the
solicitation, balloting and tabulation of votes in connection with
their bankruptcy plan; prepare reports; manage the distributions
under the plan; and provide other bankruptcy administrative
services.
Donlin's hourly rates for professional services are:
Executive Management No charge
Senior Bankruptcy Consultant $175
Case Manager $140
Technology/Programming Consultant $110
Consultant/Analyst $90
Clerical $45
The Debtors provided Donlin Recano a retainer of $25,000 prior to
their bankruptcy filing.
Nellwyn Voorhies, executive director of Donlin, disclosed in a
court filing that the firm is "disinterested" as defined in section
101(14) of the Bankruptcy Code.
The firm can be reached through:
Nellwyn Voorhies
Donlin, Recano & Company, Inc.
6201 15th Avenue,
Brooklyn, NY 11219
Phone: 212.481.1411
About Maremont Corp.
Maremont Corporation and three affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 19-10118). The affiliated
debtors are Maremont Exhaust Products, Inc., AVM, Inc., and Former
Ride Control Operating Company, Inc.
Headquartered in Troy, Michigan, Maremont is a Delaware corporation
and wholly-owned subsidiary of Meritor, Inc., a public company
organized under the laws of the State of Indiana. Historically,
Maremont and its subsidiaries manufactured, distributed, and sold
aftermarket friction products. Certain of the products
manufactured and sold contained asbestos. However, Maremont and
its subsidiaries have not manufactured or sold any
asbestos-containing products since 1978. Maremont divested its
business lines over time. By 2013, the Debtors had ceased all
operations and divested all remaining operating assets.
Maremont estimated $10 million to $50 million in total assets and
$100 million to $500 million in liabilities as of the bankruptcy
filing.
The Debtors tapped Sidley Austin LLP as its legal counsel; Cole
Schotz P.C. as Delaware counsel; and Donlin, Recano & Company,
Inc., as claims and noticing agent.
MAYANSA DREAMS: Seeks to Hire Hatillo Law as Attorney
-----------------------------------------------------
Mayansa Dreams Group LLC seeks authority from the U.S. Bankruptcy
Court for the District of Puerto Rico to employ Hatillo Law Office,
PSC, as attorney to the Debtor.
Mayansa Dreams requires Hatillo Law to:
a. give the Debtor legal advice with respect to its powers and
duties as debtor in possession in the continued operation
of its business and management of its property;
b. prepare on behalf of the Debtor as debtor in possession
necessary applications, answers, orders, reports and other
legal papers; and
c. perform all other legal services for the Debtor as debtor
in possession which may be necessary.
Hatillo Law will be paid at these hourly rates:
Attorneys $200
Paralegals $50
Hatillo Law will be paid a retainer in the amount of $5,000.
Hatillo Law will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Jaime Rodriguez Perez, a partner at Hatillo Law Office, 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.
Hatillo Law can be reached at:
Jaime Rodriguez Perez, Esq.
HATILLO LAW OFFICE, PSC
Carr. #2 Km. 85.8 Calle Marginal Bo.
Hatillo, PR 00659
Tel: (787) 262-4848
E-mail: hatillolaw@yahoo.com
About Mayansa Dreams Group
Mayansa Dreams Group LLC filed a Chapter 11 bankruptcy petition
(Bankr. D.P.R. Case No. 19-00062) on Jan. 8, 2019, estimating under
$1 million in both assets and liabilities. The Debtor is
represented by Jaime Rodriguez Perez, Esq., at Hatillo Law Office,
PSC.
MIDICI GROUP: U.S. Trustee Forms 4-Member Committee
---------------------------------------------------
The Office of the U.S. Trustee on Feb. 1 appointed four creditors
to serve on the official committee of unsecured creditors in the
Chapter 11 case of MidiCi Group, LLC.
The committee members are:
(1) Kolkel, Inc.
203 King Richard Drive
McMurray, PA 15317
Attention: Christopher Kolson
Tel: (724) 249-7550
Email: Peakperformance1@me.com
(2) Shaver Enterprises Inc.
2311 Mid Lane, Apt. 1520
Houston, TX 77027-4308
Attention: Shari Shaver
Tel: (817) 733-7931
Email: scottshaver@outlook.com
(3) Poladov LLC
333 Nelson Street, SW Unit 4343
Atlanta, GA 30313-1300
Attention: Svetlana Poladova
Tel: (404) 416-4854
Email: Svetlana.poladova@gmail.com
(4) Michael T. Heiland
129 Roehampton Lane
Weldon Spring, MO 63304-0533
Tel: (314) 616-4201
Email: Midicitaskforce@gmail.com
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 MidiCi Group
MidiCi Group, LLC, is a franchisor of the MidiCi Neapolitan Pizza.
MidiCi Restaurants offer build-your-own Neapolitan pizzas, salads,
appetizers, dessert items, beverages, and other products for retail
sale to the public. MidiCi Group is a California limited liability
company formed on Aug. 29, 2014. It has offered franchises since
January 2015.
MidiCi Group, LLC, based in Encino, California, filed a Chapter 11
petition (Bankr. C.D. Cal. Case No. 18-12354) on Sept. 21, 2018.
In the petition signed by Yotam Regev, chief operations officer and
member, the Debtor estimated $1 million to $10 million in assets
and the same range of liabilities. The Hon. Victoria S. Kaufman
oversees the case. Greenberg & Bass, serves as bankruptcy counsel
to the Debtor. Roseman Law, APC, is the general business counsel,
and Lathrop Gage, is special counsel.
NASHVILLE PHARMACY: Allowed to Use Cash Collateral on Final Basis
-----------------------------------------------------------------
The Hon. Marian F. Harrison of the U.S. Bankruptcy Court for the
Middle District of Tennessee has signed a final order authorizing
Nashville Pharmacy Services, LLC, a/k/a NPS Pharmacy, to use cash
collateral.
The Debtor may spend up to 115% of the total amount of expenditures
set forth in the Budget. The Debtor may seek advance, written
permission from those creditors asserting a perfected security
interest in cash collateral for expenditures in excess of 115% of
the budgeted amounts.
The Budget may include a payment of no more than $75,000 per
calendar month during the period from the entry of the Final Order
until the occurrence of a Termination Event to be held by the
Debtor, on behalf of its estates, in a segregated amount to be held
in the Debtor's counsel's trust account ("Fee Reserve Account"). In
no event will the funds held in the Fee Reserve Account exceed
$500,000, and once the Fee Reserve Account reaches $500,000, the
Debtor will no longer be permitted to make Fee Reserve Payments.
Funds in the Fee Reserve Account will be used to pay the
professional fees and costs of estate professionals once approved
by the Court.
Several entities assert an interest in the Debtor's cash
collateral, including Pinnacle Bank and McKesson Corporation or its
affiliate. To the extent any of these entities are ultimately found
to hold a valid and perfected security interest in the Debtor's
cash collateral, each is entitled to receive adequate protection to
the extent of any diminution in the value of the collateral in
which it holds a security interest resulting from the use of cash
collateral and the imposition of the automatic stay.
The Debtor will provide Pinnacle Bank and McKesson Corporation
bi-weekly financial reports on the Wednesday following each such
two-week period, with the first report due on Jan. 16, 2019 for the
two weeks ending Jan. 11. Such reports will contain and reflect
the following minimum items: (a) the cash revenues collected and
the case expenditures disbursed by Debtor during the two-week
period; (b) a comparison of the actual revenues and expenditures to
the budgeted amounts for the period; and (c) such other information
as may be reasonably requested by Pinnacle Bank.
As adequate protection of the interests of the creditors who are
ultimately found to hold a valid and perfected security interest in
the Debtor's cash collateral, each creditors is granted valid,
continuing and automatically perfected security interests and
replacement lines, in the priority existing as of the Petition
Date, in and upon all of the Debtor's properties and assets of the
same type or category that secured such creditor's claim as of the
Petition Date, whether now owned and existing or hereafter
acquired, created or arising, and all products and proceeds
thereof, and all accessions thereto, substitutions and replacements
therefore and wherever located.
As additional adequate protection, the creditors who are ultimately
found to hold a valid and perfected security interest in the
Debtor's cash collateral are granted, to the extent provided in
section 503(b) and 507(b) of the Bankruptcy Code, an allowed
superpriority administrative expense claim in the Debtor's Chapter
11 and any successor case for any diminution in value resulting
from the use of cash collateral by the Debtor. The superpriority
claims will have priority over all administrative expense claims
and unsecured claims against the Debtor or its estate, now existing
or hereafter arising, of any kind or nature whatsoever.
The authorization granted to the Debtor to use cash collateral
under the Final Order will automatically terminate upon the
earliest to occur of:
(a) Sept 1, 2019;
(b) The Debtor fails to comply fully with the material terms
and conditions of the Final Order;
(c) The entry of any order granting stay relief allowing any
party to enforce any claimed lien or other interest in the Debtor's
cash collateral;
(d) The entry of an order converting Debtor's Chapter 11 Case
to a case under Chapter 7, or appointing a Chapter 11 trustee or an
examiner with enlarged powers relating to the operations of any of
the Debtor's businesses;
(e) Thirty days from the entry of an order confirming any
Chapter 11 plan or the effective date of an order confirming any
Chapter 11 plan, whichever is shorter; and
(f) The entry of an order granting any motion which seeks to
grant to a party other than Pinnacle Bank a lien or security
interest equal or senior to the liens and security interests held
by Pinnacle Bank in any of the cash collateral or other Lender
Collateral.
A full-text copy of the Final Order is available at
http://bankrupt.com/misc/tnmb18-08144-76.pdf
About Nashville Pharmacy Services
Nashville Pharmacy Services, LLC operates NPS Pharmacy, a pharmacy
specializing in HIV and AIDS-related medicine.
Nashville Pharmacy Services sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. M.D. Tenn. Case No. 18-08144) on Dec.
8, 2018. At the time of the filing, the Debtor estimated assets of
$10 million to $50 million and liabilities of the same range. The
case has been assigned to Judge Marian F. Harrison. The Debtor
tapped Bass, Berry & Sims PLC as its bankruptcy counsel, and Waller
Lansden Dortch & Davis, LLP as its special counsel.
No official committee of unsecured creditors has been appointed in
the Chapter 11 case.
NEW ENGLAND: Seeks to Hire Jay Paul Satin as Attorney
-----------------------------------------------------
New England Homecrafters, Inc., seeks authority from the U.S.
Bankruptcy Court for the District of Massachusetts to employ Jay
Paul Satin, as attorney to the Debtor.
New England requires Jay Paul Satin to provide legal services to
the Debtor in the Chapter 11 bankruptcy proceedings, and complete
all Chapter 11 requirements.
Jay Paul Satin will be paid at the hourly rate of $250.
The Debtor paid Jay Paul Satin the amount of $4,500 during the year
prior to the petition date.
Jay Paul Satin will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Jay Paul Satin, 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.
Jay Paul Satin can be reached at:
Jay Paul Satin, Esq.
JAY PAUL SATIN
385 Broadway, Suite 202
Revere, MA 02151
Tel: (781) 289-2215
Fax: (781) 289-1200
E-mail: jaysatin@hotmail.com
About New England Homecrafters
New England Homecrafters, Inc., based in Newton Upper Falls, MA,
filed a Chapter 11 petition (Bankr. D. Mass. Case No. 19-10217) on
Jan. 23, 2019. In the petition signed by Jeffrey R. Riklin,
president, the Debtor disclosed $2,281,678 in assets and $1,911,425
in liabilities as of the bankurptcy filing. The Hon. Joan N.
Feeney oversees the case. Jay Paul Satin, Esq., serves as
bankruptcy counsel to the Debtor.
NEW INSIGHT: S&P Lowers ICR to 'B-' After Debt-Funded Acquisition
-----------------------------------------------------------------
New Insight Holdings Inc. (also known as Dynata) is issuing a $200
million first-lien term loan add-on to fund its recently announced
acquisition of market research and data provider Reimagine Holdings
Group.
S&P Global Ratings lowered its issuer credit rating on New Insight
to 'B-' from 'B' based on its expectation that free operating cash
flow (FOCF) to debt will remain less than 5% with elevated leverage
exceeding 7x in 2019. At the same time, S&P lowered its issue-level
ratings on New Insight's first-lien credit facility to 'B' from
'B+' and on the company's second-lien loan to 'CCC+' from 'B-'.
S&P said, "The downgrade reflects our expectation that following
the debt-financed acquisition of Reimagine, FOCF to debt will
remain below our 5% threshold for the 'B' rating through at least
2019.
"We expect restructuring and integration costs will materially
suppress FOCF while the company is integrating Reimagine and its
previous merger of Research Now Group Inc. and Survey Sampling
International LLC. We continue to believe there is meaningful
execution risk associated with the company's integration
initiatives, including potential client losses, delayed or
unachieved cost savings, and higher-than-expected platform
integration investments. Any or all of those factors could hurt
revenue growth, margin stability, or cash flow. Moreover, we view
the Reimagine acquisition as indicative of the company's aggressive
financial policy, which could result in future additional
debt-funded acquisitions.
"We do not consider the acquisition of Reimagine to be
transformative given its limited size and client reach. However, it
is modestly positive for New Insight because it expands the
company's client reach and ancillary service offerings, such as
data validation and data fraud prevention. Reimagine operates in
substantially the same survey-based market research industry as New
Insight. The company's major product lines include research design,
survey data collection, data validation, and visualization
products. We expect pro forma revenue of roughly $690 million in
2019, reflecting an off-cycle election year in the U.S. Pro forma
international sales remain around 30% of total sales, with the
European, Middle Eastern, and African regions accounting for
roughly 22% of total revenue and the Asia Pacific region for about
8%.
"The stable outlook reflects our expectation for limited FOCF
generation over the next year due to costly integration initiatives
associated with the company's recent debt-funded acquisitions,
resulting in elevated leverage exceeding 7x. However, we expect
liquidity will remain adequate with organic revenue growth in the
low-to-mid-single-digit percent area.
"We could lower the rating if execution missteps result in delayed
synergies, elevated restructuring costs, or organic revenue
declines due to customer losses, which could ultimately result in
negligible FOCF on a sustained basis and greater reliance on the
company's revolving credit facility. Under this scenario, we would
view the company's capital structure as unsustainable.
"We could raise the rating if the company's FOCF to debt rises and
is sustained at more than 5%. This scenario would most likely
require organic revenue growth in the mid-single-digit percentage
area, prudent cost management, and voluntary debt repayment. Given
the company's private equity ownership, an upgrade would also be
contingent upon management demonstrating a financial policy that is
consistent with these improved credit measures on a sustained
basis."
NOVUM PHARMA: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Novum Pharma, LLC
fdba Underhill, LLC
dba Novum Pharma
200 South Wacker Drive, 31st Floor
Chicago, IL 60606
Business Description: Founded in 2015, Novum Pharma --
http://novumrx.com-- is a specialty
pharmaceutical company committed to
providing no-hassle access and reduced
patient out-of-pocket costs for branded
therapies. Novum currently has global
rights to three branded prescription
dermatology products, namely: Alcortin A,
Quinja, and Novacort.
Chapter 11 Petition Date: February 3, 2019
Court: United States Bankruptcy Court
District of Delaware (Delaware)
Case No.: 19-10209
Debtors'
General
Bankruptcy
Counsel: David R. Hurst, Esq.
COLE SCHOTZ P.C.
500 Delaware Avenue, Suite 1410
Wilmington, DE 19801
Tel: 302-652-3131
Fax: 302-652-3117
Email: bankruptcy@coleschotz.com
dhurst@coleschotz.com
Debtors'
Financial
Advisor: CR3 PARTNERS, LLC
Debtors'
Investment
Banker: TENEO CAPITAL LLC
Debtors'
Claims,
Noticing &
Administrative
Agent: KURTZMAN CARSON CONSULTANTS LLC
http://www.kccllc.net/novum
Novum Pharma's
Estimated Assets: $10 million to $50 million
Novum Pharma's
Estimated Liabilities: $50 million to $100 million
The petition was signed by Thomas S. O'Donoghue, Jr., chief
restructuring officer.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/deb19-10209.pdf
List of Novum Pharma's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
Connective Rx f/k/a Trade Debt $2,995,983
PSKW, LLC
One Crossroads Drive
Bedminster, NJ 07921
Dana Seach
Email: dseach@connectiverx.com
Marjorie Lewis
Email: Marjorie.Lewis@connectiverx.com
Tel: (908) 809-6154
Cardinal Health 105, Inc. Trade Debt $2,952,807
15 Ingram Boulevard, Suite 100
LaVergne, TN 37086
Jon McWhinney
Tel: (615) 793-4400
Fax: (614) 757-8337
Email: jonathan.mcwhinney@cardinalhealth.com
AmerisourceBergen Drug Trade Debt $1,482,028
Corporation
1300 Morris Drive
Chesterbrook, PA 19087
Laurence Maher
Tel: (856) 848-3400
Fax: (610) 727-7000
Email: lmaher@amerisourcebergen.com
McKesson Financial Center Trade Debt $659,706
1220 Senlac Drive
Carrollton, TX 75006
Nathan DeBruin
Tel: (972) 446-4800
Email: Nathan.DeBruin@McKesson.com
Mirada Pharmaceuticals Trade Debt $366,000
27 Sentinel Drive
Basking Ridge, NJ 07920
Matthew Redling
Tel: (214) 273-7468
Email: mredling@miradarx.com
Reed Smith LLP
Fax: (312) 207-6400
Sterling Pharmaceutical Trade Debt $295,202
Services, LLC
9383 Caddyshack Circle
St. Louis, MO 63127
Bob Flynn
Tel: (618) 286-6061
Tel: (618) 520-3555
Tel: (618) 826-6062
Email: bflynn@sterlingpharma.com
Sonexus Health, LLC Trade Debt $290,615
7000 Cardinal Place
Dublin, OH 43017
Jon Kwiatkowski
Tel: (972) 350-9941
Tel: (972) 350-0355
Email: jonathan.kwiatkowski@sonexushealth.com
IQVIA (IMS) Trade Debt $207,665
One IMS Drive
Plymouth Meeting, PA 19462
Lynn Stefurak
Tel: (800) 258-9479
Fax: (949) 476-9131
Email: lstefurak@us.imshealth.com
TripleFin LLC Trade Debt $161,757
11333 Cornell Park Drive
Cincinnati, OH 45242
Karen Wolford
Tel: (855) 877-5346
Tel: (513) 386-6412
Fax: (513) 794-0878
Email: Karen.Wolford@eversana.com
Biopharma Operations LLC Trade Debt $139,863
2000 Route 57
Hackettstown, NJ 07840
Jose DeLeon
Tel: (973) 879-4603
Email: jdeleon@biopharmaoperations.com
NDCHealth Corporation Trade Debt $67,377
d/b/a RelayHealth
5995 Windward Parkway
Alpharetta, GA 30005
Tel: (800) 872-6245
Email: relayar@mckesson.com
Four Seasons Hotel Paris Trade Debt $60,000
Hotel George V B.V.
31 Avenue George V
Paris, France 75008
Ludovic Cayacy
Tel: 33-1 49 52 71 42
Tel: 33-1 49 52 70 00
Fax: 33-1 49 52 70 31
Tracelink LLC Trade Debt $57,981
400 Riverpark Drive, Suite 200
North Reading, MA 01864
Karina Morse
Tel: 978-396-6171
Fax: 781-914-4900
Email: kmorse@tracelink.com
MMIS, Inc. Trade Debt $40,000
100 International Drive, Suite 350
Portsmouth, NH 03801
Penny Miller
Tel: (215) 820-2737
Fax: (888) 731-7322
Email: pmiller@medispend.com
Source Healthcare Trade Debt $33,556
Analytics, LLC
PO Box 207578
Dallas, TX 75320
Craig Parsons
Tel: (434) 951-4097
Email: Craig.Parsons@symphonyhealth.com
Optimum Consulting Group Trade Debt $33,181
1150 N. State Street, Suite 303
Chicago, IL 60610
Scott Schlessinger
Tel: (312) 573-3500
Email: scott@optimumisnow.com
PricewaterhouseCoopers LLP Professional $32,000
One North Wacker Drive Services
Chicago, IL 60606
Kenneth Esch
Tel: (877) 351-6402
Fax: (312) 298-3419
Email: ken.esch@pwc.com
TKXS, LLC Trade Debt $25,740
1500 Perimeter Park
Drive, Suite 300
Morrisville, NC 27560
Kevin Franey
Tel: (484) 269.4643
Tel: (704) 727-8142
Email: kevin.franey@technekes.com
Smith Drug Company Trade Debt $20,079
9098 Fairforest Road
Spartanburg, SC 29301
Tel: (864) 458-2116
Tel: (800) 572-1216
Primus Pharmaceuticals, Inc. Trade Debt Unliquidated
7373 N. Scottsdale Road, Suite B-200
Scottsdale, AZ 85253
J.D. Weir
Tel: (480) 483-2604
Email: jweir@primusrx.com
Klehr Harrison
Harvey Branzburg LLP
Attn: David Eagle
Tel: (302) 552-5508
Fax: (302) 426-9193
Email: deagle@klehr.com
ORION HEALTHCORP: Kellys Not Allowed to Question in Rule 2004 Exam
------------------------------------------------------------------
Bankruptcy Judge Alan S. Trust entered a ruling that Kevin Kelly
and Edel Kelly may attend the Rule 2004 Examination of Elizabeth
Kelly as requested by the Official Committee of Unsecured
Creditors, but may not question E. Kelly, object to any questions
or answers or otherwise participate in the Examination.
On August 21, 2018, the UCC filed a motion seeking, inter alia, an
order authorizing the UCC to issue subpoenas for the production of
documents from and to take the oral examination of E. Kelly
pursuant to Federal Rule of Bankruptcy Procedure 2004. E. Kelly was
a principal owner of an entity that was sold to one of the current
debtors for a purchase price in excess of $70 million.
E. Kelly filed a limited objection to the motion and the Court
conducted a hearing on Sept. 13, 2018. At the hearing, E. Kelly
expressed concerns about possibly having to submit to multiple
examinations. In addition, Kevin Kelly and Edel Kelly, children of
E. Kelly who allege they were minority owners of that same entity
and have been embroiled in litigation with her, requested
permission to participate in the Examination.
Based thereon, the Court entered an Order which established a
protocol for the UCC to serve a subpoena for the production of
documents and the Examination, for any notice party to seek to
request documents and/or participate in the Examination, for E.
Kelly to object to any such participation, and for the Court to
determine the proper scope and conduct of the Examination.
The UCC served the subpoena. Kevin and Edel asked to obtain any
documents produced by E. Kelly and to examine E. Kelly at the
Examination.
Here, the Court holds that the pleadings and proceedings before the
Court demonstrate a high degree of acrimony between family members
E. Kelly and Kevin and Edel, which could be exacerbated by the
questioning of E. Kelly by Kevin and Edel at the Examination.
Further, any hostility between these persons could detract from the
core purpose of the Examination, which is for the UCC to obtain
information related to E. Kelly's pre-petition operation of NYNM
Acquisition, LLC the pre-petition sale of NYNM to Orion, and
information about potential claims against third parties in
connection with the NYNM acquisition. Additionally, Kevin and Edel
can seek the discovery they need in the multiple pending disputes
they have with E Kelly and Debtors.
As for Kevin and Edel's broad assertion that the UCC "has
consistently acted in ways that directly undermine the interests of
NYNM's creditors to benefit the contradictory interests of
creditors of NYNM's corporate parents," they have failed to muster
any evidence to support that assertion. This allegation is made to
bolster their litigation position in the pending Motion to
Reconsider, which, in sum, is that NYNM's assets should not be
encumbered by the Lenders' liens or other liabilities of the other
Debtors; this position, if adopted, could be to Kevin and Edel's
economic advantage.
In sum, the Court has determined that any documents produced by E.
Kelly which are not produced under a protective order, as well as
the transcript of the Examination, will be made available to Kevin
and Edel at their expense, that Kevin and Edel may attend the
Examination, but that they may not ask any questions, state any
objections, or otherwise participate in the Examination.
A copy of the Court's Order and Decision dated Jan. 24, 2019 is
available at:
http://bankrupt.com/misc/nyeb8-18-71748-671.pdf
About Orion HealthCorp
Constellation Healthcare Technologies, Inc., is a healthcare
services organization providing outsourced revenue cycle
management, practice management, and group purchasing services to
U.S. physicians. Orion Healthcorp, et al. --
http://www.orionhealthcorp.com/-- are a consolidated enterprise of
several companies aggregated through a series of acquisitions,
which operate the following businesses: (a) outsourced revenue
cycle management for physician practices, (b) physician practice
management, (c) group purchasing services for physician practices,
and (d) an independent practice association business, which is
organized and directed by physicians in private practice to
negotiate contracts with insurance companies on their behalf while
those physicians remain independent and which also provides other
services to those physician practices. Orion has locations in
Houston, Texas; Jericho, New York; Lakewood, Colorado;
Lawrenceville, Georgia; Monroeville, Pennsylvania; and Simi Valley
California.
Constellation Healthcare Technologies, Inc., along with certain of
its subsidiaries, including Orion Healthcorp, Inc., on March 16,
2018, initiated voluntary proceedings under Chapter 11 of the U.S.
Bankruptcy Code to facilitate an orderly and efficient sale of its
businesses. The lead case is In re Orion Healthcorp, Inc.
(E.D.N.Y. Lead Case No. 18-71748).
The Debtors have liabilities of $245.9 million.
The Hon. Carla E. Craig is the case judge.
The Debtors tapped DLA Piper US LLP as counsel; Hahn & Hessen LLP,
as conflicts counsel; FTI Consulting, Inc., as restructuring
advisor; Houlihan Lokey Capital, Inc., as investment banker; and
Epiq Bankruptcy Solutions, LLC as claims and noticing agent.
The Office of the U.S. Trustee on April 4, 2018, appointed three
creditors to serve on the official committee of unsecured creditors
in the Chapter 11 cases. The Committee tapped Pachulski Stang Ziehl
& Jones LLP as its legal counsel, and CBIZ Accounting, Tax and
Advisory of New York, LLC, as its financial advisor.
On July 5, 2018, affiliate New York Network Management, L.L.C.,
followed parent Orion into bankruptcy to implement a deal to sell
its assets for at least $16.5 million
OSSINING LLC: Public Auction Set for Feb. 20
--------------------------------------------
NH Ossining Lender ("secured party") will offer for sale at public
auction all member and other equity interests in and to Ossining
Land LLC ("Debtor") that owns the real property located at 34 State
Street, 21 James Street, and the vacant parcels formerly known as
17 James Street, 19 James Street, and 20A Hunter Street, Village,
and Town of Ossining, New York, and the Debtor's personal property
and general intangible assets.
The public auction will be held on Feb. 20, 2019, at 2:00 p.m.
(EST) at the offices of Thompson & Knight LLP, 900 Third Avenue,
20th Floor, New York, New York 10022. The auctioneer conducting
the sale will be William Mannion, and Matthew D. Mannion. The
collateral will be sold together in a single block.
Interested parties who intend to bid on the assets must contact the
secured party's counsel, which can be reached at:
Brittney Edwards, Esq.
Thompson & Knight LLP
900 Third Avenue, 20th Floor
New York, New York 10022
Tel: (212) 751-3001
Email: Brittney.Edwards@tklaw.com
PANDA LIBERTY: S&P Cuts Term Loan Rating to B- on Financial Breach
------------------------------------------------------------------
S&P Global Ratings noted that Panda Liberty LLC (Liberty), an
829-megawatt (MW) natural gas-fired power plant in the Pennsylvania
Power and Light service territory of Pennsylvania-New
Jersey-Maryland Interconnection (PJM), breached its 1.15x financial
covenant in the fourth quarter of 2018, a second breach over the
past 12 months. S&P estimates that Liberty would need to generate
about $10 million cash flow available for debt service (CFADS) for
the first quarter of 2019 to comply with the financial covenant.
This is achievable, in S&P's opinion. If Liberty does not meet its
financial covenant for the first quarter of 2019, S&P believes it
could go into technical default.
Liberty is highly leveraged; otherwise, S&P views it as a
relatively valuable asset partly because of its long remaining
useful life and its location in PJM as it sits on top of the
Marcellus shale play.
On Jan. 30, 2019, S&P lowered the rating on the project's senior
secured term loan B to 'B-' from 'B+'. The '2' recovery rating is
unchanged.
Recent underperformance caused Liberty to breach the financial
covenant in the fourth quarter of 2018, and Liberty subsequently
exercised its equity cure right permitted under the credit
agreement. The sponsors injected $5.6 million equity to remedy the
breach. S&P said, "This equity cure amount implies that the DSCR by
the end of the fourth quarter of 2018 was not far from the 1.15x
financial covenant threshold, and we estimate it to be about 1.06x.
We believe the sponsors are committed to the project because they
injected $20 million additional equity over the past 12 months,
including the recent equity cure. Liberty is highly leveraged;
otherwise, we view it as a relatively valuable asset partly because
of its long remaining useful life and its location in PJM as it
sits on top of the Marcellus shale play. Liberty is permitted to
use five equity cures during the debt term, but no more than two in
any four consecutive quarters." Because Liberty breached the
financial covenant in the second and fourth quarters of 2018,
Liberty could likely go into technical default if it does not meet
the financial covenant in the first quarter of 2019.
The outlook is negative, which reflects S&P's view of a
one-in-three chance of a downgrade over the next 12 months because
Liberty is vulnerable to technical default, especially by the end
of the first quarter of 2019, if its debt service coverage ratio
continues to fall below the 1.15x financial covenant threshold.
PANDA STONEWALL: S&P Affirms 'BB-' Rating on Secured Term Loan B
----------------------------------------------------------------
Panda Stonewall LLC, an 778-megawatt (MW) combined-cycle natural
gas-fired power plant in Loudoun County, Va., has been operational
for about 22 months. Stonewall's performance in 2018 is in line
with S&P Global Ratings' expectations, with an actual debt service
coverage ratio (DSCR) in the 1.5x area, largely driven by average
realized spark spreads in the high-teen dollars per megawatt-hour
(MWh).
S&P Global Ratings is affirming its 'BB-' project finance rating on
Stonewall's senior secured term loan B. The '2' recovery rating is
unchanged, indicating its expectation of substantial (70%-90%;
rounded estimate: 75%) recovery in the event of default.
Steady operating performance, insignificant zone-to-node basis, and
its proximity to a large load zone such as the Washington, D.C.,
area underpin S&P's opinion of Stonewall's credit quality.
S&P said, "The stable outlook reflects our expectation that
performance will likely remain at projected levels, with a DSCR of
about 1.5x over the next 12 months. Achieving this relies on
maintaining high availability, dispatching with capacity factors
above 75%, and capturing weighted-average spark spreads in the
mid-teens range.
"We could consider a downgrade if Stonewall cannot maintain a
minimum DSCR of 1.4x on a consistent basis. This could stem from
weak spark spreads due to unfavorable wholesale power and gas
feedstock prices, reduced capacity factor and higher operating, and
maintenance expenditures due to unforeseen operational issues that
require an extended shutdown, or increased basis risk from the HRCO
due to the widening of zone-to-node price differentials.
"We could consider an upgrade if Stonewall maintains a minimum
base-case DSCR of 1.85x on a consistent basis, including
refinancing periods. This could stem from favorable market
conditions that positively influence the power and capacity prices
in PJM for extensive periods, steady operational performance, and
continued access to relatively inexpensive natural gas feedstock."
PARKER DRILLING: Plan Confirmation Hearing Set for March 5
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas will
hold a hearing on March 5, 2019, at 2:30 p.m. (Prevailing Central
Time), at 515 Rusk Street, Courtroom 404, Houston, Texas, to
consider confirmation of the first amended joint Chapter 11 plan of
reorganization of Parker Drilling Company and its
debtor-affiliates.
Deadline to vote to reject or accept the Debtors' Chapter 11 Plan
is on Feb. 22, 2019, at 4:00 p.m. (Prevailing Central Time).
Objections to the Debtors' Amended Chapter 11 Plan, if any, must be
filed no later than 4:00 p.m. (Prevailing Central Time) on Feb. 22,
2019.
On Jan. 23, 2019, the Court approved the adequacy of the Debtor's
disclosure statement explaining their Amended Chapter 11 Plan
pursuant to Section 1125 of the U.S. Bankruptcy Code, and
authorized the Debtors to solicit acceptances for their Amended
Chapter 11 Plan.
Class 6 - General Unsecured Claims are unimpaired. In full and
final satisfaction of each Allowed General Unsecured Claim, each
Holder thereof shall receive Cash in an amount equal to such
Allowed General Unsecured Claim on the later of: (i) the Effective
Date; or (ii) the date due in the ordinary course of business in
accordance with the terms and conditions of the particular
transaction or agreement giving rise to such Allowed General
Unsecured Claim. Projected recovery under the plan is 100%.
Class 4 - 2020 Notes Claims are impaired. In full and final
satisfaction of each Allowed 2020 Notes Claim, each Holder of an
Allowed 2020 Notes Claim shall receive its Pro Rata share of: (i)
34.3431% of the New Common Stock, subject to dilution by the New
Common Stock issued in connection with the Management Incentive
Plan, the Rights Offering, the Put Option Equity Premium, and the
exercise of the New Warrants; (ii) $92,571,429.00 of the New Second
Lien Term Loan; (iii) 38.4615% of the Noteholder Subscription
Rights; and (iv) Cash sufficient to satisfy the Indenture Trustee
Expenses, to the extent not otherwise paid by the Debtors.
Projected recovery under the plan is 73%.
Class 5 - 2022 Notes Claims are impaired. In full and final
satisfaction of each Allowed 2022 Notes Claim, each Holder of an
Allowed 2022 Notes Claim shall receive its Pro Rata share of: (i)
62.9069% of the New Common Stock, subject to dilution by the New
Common Stock issued in connection with the Management Incentive
Plan, the Rights Offering, the Put Option Equity Premium, and the
exercise of the New Warrants; (ii) $117,428,571.00 of the New
Second Lien Term Loan; and (iii) 61.5385% of the Noteholder
Subscription Rights; and (iv) Cash sufficient to satisfy the
Indenture Trustee Expenses, to the extent not otherwise paid by the
Debtors. Projected recovery under the plan is 69%.
Class 7 - Intercompany Claims are impaired or unimpaired. Unless
otherwise provided for under the Plan, on the Effective Date,
Intercompany Claims shall be reinstated, compromised, or canceled
at the election of the Debtor(with the consent of the Required
Consenting Stakeholders, not to be unreasonably withheld), such
that Intercompany Claims are treated in a tax-efficient manner.
Class 9 - Existing Preferred Interests are impaired. On the
Effective Date, each Existing Preferred Interest in Parker shall be
canceled and shall be of no further force and effect. Each Holder
thereof shall receive its Pro Rata share of: (i) 1.1% of the New
Common Stock, subject to dilution by New Common Stock issued in
connection with the Management Incentive Plan, the Rights Offering,
the Put Option Equity Premium, and the exercise of the New
Warrants; (ii) the Existing Preferred Stockholder Subscription
Rights; and (iii) 40.0% of the New Warrants. Projected recovery
under the plan is 28%.
Class 10 - Existing Common Interests are impaired. On the Effective
Date, each Existing Common Interest in Parker shall be canceled and
shall be of no further force and effect. Each Holder thereof shall
receive its Pro Rata share of: (i) 1.65% of the New Common Stock,
subject to dilution by New Common Stock issued in connection with
the Management Incentive Plan, the Rights Offering, the Put Option
Equity Premium, and the exercise of the New Warrants; (ii) the
Existing Common Stockholder Subscription Rights; and (iii) 60.0% of
the New Warrants. Projected recovery under the plan is 3%.
To fund the Debtors' operations upon emergence from these Chapter
11 Cases, the Debtors will enter into the Exit Facility.
Specifically, BofA in its capacity as administrative agent and
letter of credit issuer, and DB in its capacity as joint lead
arranger and joint bookrunner for the Exit Facility, have committed
to provide the Exit Facility in an aggregate principal amount of
$50.0 million, with the option to increase the aggregate principal
amount of up to $100.0 million. Under the Exit Facility, $30.0
million will be available for the issuance of standby and
commercial letters of credit. The Debtors believe the Exit
Financing will allow them to operate with stability, and
successfully fund a go-forward business plan that fully harnesses
the benefits of the Plan.
A full-text copy of the Disclosure Statement dated January 23,
2019, is available at:
http://bankrupt.com/misc/TXSB19-1836958-310.pdf
About Parker Drilling Company
Houston-based Parker Drilling (OTC:PKDSQ) --
http://www.parkerdrilling.com/-- provides drilling services and
rental tools to the energy industry. The Company's Drilling
Services business serves operators in the inland waters of the U.S.
Gulf of Mexico utilizing Parker Drilling's barge rig fleet and in
select U.S. and international markets and harsh environment regions
utilizing Parker-owned and customer-owned equipment. The Company's
Rental Tools Services business supplies premium equipment and well
services to operators on land and offshore in the U.S. and
international markets.
Parker Drilling Company and 19 subsidiaries sought Chapter 11
protection (Bankr. S.D. Tex. Lead Case No. 18-36958) on Dec. 12,
2018.
Parker Drilling reported $937,219,000 in assets and $695,489,000 in
liabilities as of Sept. 30, 2018.
The Hon. Marvin Isgur is the case judge.
Kirkland & Ellis LLP is serving as legal advisor to Parker in
connection with the restructuring. Moelis & Company is serving as
Parker's investment banker, and Alvarez & Marsal is serving as its
financial advisor. Jackson Walker L.L.P. is the local and conflicts
counsel. Prime Clerk LLC is the claims agent.
Akin Gump Strauss Hauer & Feld LLP is serving as legal advisor to
the stakeholders that are parties to the RSA, and Houlihan Lokey is
serving as financial advisor.
No official committee of unsecured creditors has been appointed in
the Chapter 11 case of Parker Drilling Company as of Jan. 15, 2019.
PG&E CORP: Feb. 11 Meeting Set to Form Creditors' Panel
-------------------------------------------------------
Tracy Hope Davis, United States Trustee, for Region 17, will hold
an organizational meeting on Feb. 11, 2019, at 10:00 a.m. in the
bankruptcy case of Pacific Gas and Electric Company.
The meeting will be held at:
Office of the United States Trustee
450 Golden Gate Avenue, Suite 01‐5467
San Francisco, CA 94102
The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' case.
The organizational meeting is not the meeting of creditors pursuant
to Section 341 of the Bankruptcy Code. A representative of the
Debtor, however, may attend the Organizational Meeting, and provide
background information regarding the bankruptcy cases.
To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States Trustee
appoint a committee of unsecured creditors as soon as practicable.
The Committee ordinarily consists of the persons, willing to serve,
that hold the seven largest unsecured claims against the debtor of
the kinds represented on the committee.
Section 1103 of the Bankruptcy Code provides that the Committee may
consult with the debtor, investigate the debtor and its business
operations and participate in the formulation of a plan of
reorganization. The Committee may also perform other services as
are in the interests of the unsecured creditors whom it
represents.
About PG&E Corporation
PG&E Corporation (NYSE: PCG) -- http://www.pgecorp.com/-- is a
Fortune 200 energy-based holding company, headquartered in San
Francisco. It is the parent company of Pacific Gas and Electric
Company, an energy company that serves 16 million Californians
across a 70,000-square-mile service area in Northern and Central
California.
As of Sept. 30, 2018, the Debtors, on a consolidated basis, had
reported $71.4 billion in assets on a book value basis and $51.7
billion in liabilities on a book value basis.
PG&E Corp. and Pacific Gas employ approximately 24,000 regular
employees, approximately 20 of whom are employed by PG&E Corp. Of
Pacific Gas' regular employees, approximately 15,000 are covered by
collective bargaining agreements with local chapters of three labor
unions: (i) the International Brotherhood of Electrical Workers;
(ii) the Engineers and Scientists of California; and (iii) the
Service Employees International Union.
On Jan. 29, 2019, PG&E Corp. and its primary operating subsidiary,
Pacific Gas and Electric Company, filed voluntary Chapter 11
petitions (Bankr. N.D. Cal. Lead Case No. 19-30088).
PG&E Corporation and its regulated utility subsidiary, Pacific Gas
and Electric Company, said they are facing extraordinary challenges
relating to a series of catastrophic wildfires that occurred in
Northern California in 2017 and 2018. The utility said it faces an
estimated $30 billion in potential liability damages from
California's deadliest wildfires of 2017 and 2018.
Weil, Gotshal & Manges LLP and Cravath, Swaine & Moore LLP are
serving as PG&E's legal counsel, Lazard is serving as its
investment banker and AlixPartners, LLP is serving as the
restructuring advisor to PG&E. Prime Clerk LLC is the claims and
noticing agent.
In order to help support the Company through the reorganization
process, PG&E has appointed James A. Mesterharm, a Managing
Director at AlixPartners, LLP, and an authorized representative of
AP Services, LLC, to serve as Chief Restructuring Officer. In
addition, PG&E appointed John Boken also a Managing Director at
AlixPartners and an authorized representative of APS, to serve as
Deputy Chief Restructuring Officer. Mr. Mesterharm, Mr. Boken and
their colleagues at AlixPartners will continue to assist PG&E with
the reorganization process and related activities.
PG&E CORP: Fitch Cuts Issuer Default Rating to D on Bankr. Filing
-----------------------------------------------------------------
Fitch Ratings has downgraded PG&E Corporation's and Pacific Gas and
Electric Company's Long-Term Issuer Default Ratings to 'D' from
'C'; reflecting the companies' filing for protection on Jan. 29,
2019 under Chapter 11 of the U.S. Bankruptcy Code.
KEY RATING DRIVERS
Bankruptcy Filing: PCG and its core operating subsidiary, PG&E,
filed for protection under Chapter 11 of the U.S. Bankruptcy Code
on Jan. 29, 2019. The debtor companies have submitted motions with
the court for interim and final approval of debtor-in-possession
financing totalling $5.5 billion.
The bankruptcy filing is the culmination of a crisis brought on by
potential liabilities in the tens of billions of dollars related to
2017 and 2018 wildfires without a clear path to timely recovery of
such costs under California law. California typically applies the
doctrine of inverse condemnation to privately owned utilities to
socialize costs associated with catastrophic wildfires. The
company's position is further complicated by long standing safety
challenges in its electric and natural gas businesses.
Recovery Analysis: Fitch has utilized a bespoke recovery analysis
to arrive at debt instrument ratings of PCG and PG&E. Fitch uses
average expected 2020 rate base of $45 billion for going concern
enterprise valuation. PG&E is in the process of arranging $5.5
billion of debtor-in-possession financing that is included in
administrative claims in Fitch's recovery analysis. Fitch's
recovery waterfall, assumes approximately $17 billion of 2017 and
2018 wildfire-related liabilities, excluding Tubbs, and
conservatively assumes additional liabilities of approximately $2
billion which are expected to be pari passu with PG&E's outstanding
unsecured debt obligations.
History of Safety Lapses: In addition to the utility's ongoing
struggle to improve safety with regard to wildfires, PG&E has had
repeated accidents and operational problems in its natural gas
business, including the 2010 San Bruno pipeline fire and explosion.
Most recently, reports of PG&E employees falsifying location
marking reports in its natural gas business surfaced in December
further damaging political goodwill. The California Public
Utilities Commission (CPUC) opened an investigation of the matter.
Separately, the CPUC has opened a second phase in its three-year
old investigation into PG&E's safety culture which will consider a
wide array of options to mitigate safety concerns.
Federal Oversight Pressure: A federal judge overseeing PG&E's
parole in its San Bruno felony conviction may require the utility
to complete a comprehensive program to overhaul its transmission
and distribution system to prevent wildfires by the start of the
2019 wildfire season (June 21, 2019). Fitch believes compliance
would be costly and difficult in light of the company's financial
challenges and recent bankruptcy filing.
Recent Regulatory Developments: The CPUC issued a scoping memo and
ruling in its second phase investigation into PG&E's and PCG's
safety culture. The proceeding is expected to cast a wide net in
the CPUC's examination of better ways to provide safe energy
service to Northern California at just and reasonable rates. The
CPUC investigation will consider changes in corporate governance,
management, structure and ownership models and if it should link
return on equity to safety performance.
In addition to its efforts to address PG&E's safety challenges, the
commission in December 2018 opened a rulemaking to consider and
adopt a methodology to be applied in future requests for wildfire
cost recovery as directed in S.B 901. The rulemaking will evaluate
methodologies to implement the stress test and cap on wildfire
related cost disallowances required under S.B. 901. CPUC authorized
the rulemaking on Jan. 10, 2019 during its open meeting and a
methodology could be finalized around mid-year.
Parent-Subsidiary Rating Linkage: Operating utility PG&E accounts
for virtually all of PCG's consolidated earnings and cash flows. As
such, Fitch applies a weaker parent-stronger subsidiary approach in
applying the agency's parent-subsidiary rating criteria. PCG is
dependent on cash flows from PG&E to meet its ongoing obligations.
PCG's IDR is the same as PG&E's, reflecting the parent's dependence
on the utility to meet its ongoing obligations, relatively low
parent-only debt and structural subordination of PCG debt relative
to PG&E.
Cost Recovery Remains Uncertain: While S.B. 901 did not address
equitable distribution of catastrophic wildfire-related costs or
inverse condemnation, it does provide a potential path to recovery
of wildfire liabilities and establishes a commission -- the
Commission on Catastrophic Wildfire Cost Recovery -- to consider
and make recommendations regarding such costs to the Legislature by
July 1, 2019. However, the methods, timing and implementation of
mechanisms to facilitate recovery of prudently incurred costs by
the IOUs are yet to be established by the commission.
California Regulatory Compact: California is prone to natural
disasters and a relatively high degree of political risk, dating
back to the energy crisis of 2001-2002. S.B. 901 is a constructive
development in that regard, providing a path to recover prudently
incurred wildfire-related liabilities. However, catastrophic
wildfire costs not deemed to be just and reasonable by the CPUC are
not recoverable under S.B. 901 and timing of such recoveries
remains uncertain.
This prudency aspect associated with the utility's role in wildfire
causation differs from natural disasters, such as hurricanes, and
brings with it risk of meaningful but undefined financial pressure.
DERIVATION SUMMARY
PG&E is one of the nation's largest utilities with total assets as
of Sept. 30, 2018 of $71.2 billion, considerably larger than SCE's
$53.4 billion and APS's $17.5 billion. The regulatory environment
in Arizona, similar to California prior to the 2017-2018 wildfires,
has generally been supportive from a credit point of view with both
jurisdictions providing utilities operating in the state with a
reasonable opportunity to earn their authorized returns on equity.
However, unlike APS, meaningful uncertainty regarding exposure to
future firestorms and potentially large, related third party
liabilities with uncertain prospects for timely and full recovery
increases business risk for PG&E and SCE. While SCE has been hit by
significant wildfires, they are much smaller and more manageable,
in Fitch's view, than the 2017 NorCal and 2018 Camp fires that
burned larger portions of PG&E's service territory. The magnitude
of the wild fires combined with other operating, safety and
liquidity challenges has culminated in the bankruptcy filng by
PG&E.
KEY ASSUMPTIONS
Fitch's Key Assumptions Within Its Rating Case for the Issuer
Include:
- Enterprise value estimated at $45 billion based on projected
2020 rate base;
- Exposure to third-party and other liabilities of approximately
$19 billion.
RATING SENSITIVITIES
Rating sensitivities do not apply given the companies' filing for
bankruptcy protection.
LIQUIDITY
DIP Filing Pending: PG&E has arranged for a $5.5 billion
debtor-in-possession facility subject to bankruptcy court approval
to fund its operations during the bankruptcy process.
FULL LIST OF RATING ACTIONS
Fitch has downgraded the following ratings:
PG&E Corp.
- Long-term Issuer Default Rating (IDR) to 'D' from 'C';
- Short-term IDR to 'D' from 'C'.
Pacific Gas and Electric Company
- Long-term IDR to 'D' from 'C';
- Short-term IDR to 'D' from 'C'.
Fitch has affirmed the following ratings:
PG&E Corporation
- Senior unsecured revolver at 'C'/'RR6';
- CP at 'C'.
Pacific Gas and Electric Company
- Preferred stock at 'C'/'RR6'
- CP at 'C'.
Fitch has upgraded the following ratings:
Pacific Gas and Electric Company
- Senior unsecured notes to 'CCC-'/'RR2' from 'CC'/'RR3';
- Senior unsecured revolver to 'CCC-'/'RR2' from 'CC'/'RR3'.
PHILMAR CARE: Trustee Seeks to Hire Sherman as Valuation Expert
---------------------------------------------------------------
Howard Ehrenberg, the Chapter 11 trustee for Philmar Care LLC,
seeks approval from the U.S. Bankruptcy Court for the Central
District of California to hire Sherman & Roylance Group as his
valuation expert and consultant.
The firm will advise the trustee regarding the marketing and sale
of San Fernando Post-Acute Hospital, a 204-bed nursing facility
operated by the Debtor. It will also provide evidentiary support,
in the form of written or oral testimony, for any proposed sales
transaction.
The firm will receive a flat fee of $10,000, including
reimbursement of work-related expenses.
Shepard Roylance, founder and principal of Sherman & Roylance,
attests that his firm is "disinterested" as that term is defined in
section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Shepard Roylance
Sherman & Roylance Group
5330 Lake Crest Drive
Agoura Hills, CA 91301
Direct: (805) 633-4649
Text: (818) 515-0530
Toll Free: (800) 719-4262
Email: shep@shepjch.com
About Philmar Care
Philmar Care, LLC, operates an assisted living facility located at
12260 Foothill Blvd. Sylmar, California. It provides long-term
skilled nursing care, other types of care, and social services.
Philmar Care sought Chapter 11 protection in the U.S. Bankruptcy
Court for the Central District of California, Riverside Division
(Case No. 18-20286) on Dec. 7, 2018.
On Dec. 10, 2018, the Debtor filed a second Chapter 11 petition in
the U.S. Bankruptcy Court for the Central District of California,
San Fernando Valley Division (Case No. 18-12966). The court
ordered the dismissal of the second case as of Jan. 4, 2019.
The Office of the U.S. Trustee appointed an official committee of
unsecured creditors on Jan. 4, 2019. The committee retained Arent
Fox LLP, as its counsel.
Howard M. Ehrenberg was appointed as Chapter 11 trustee for the
Debtor's estate. The trustee tapped SulmeyerKupetz, APC as his
legal counsel.
PUC SCHOOLS: S&P Puts 'BB' on 2012A/2012B Bonds on Watch Developing
-------------------------------------------------------------------
S&P Global Ratings placed its 'BB' long-term rating on the
California Municipal Finance Authority's series 2012A (tax-exempt)
and 2012B (taxable) charter school revenues bonds, issued for PUC
Schools, on CreditWatch with developing implications.
S&P said, "We also placed our 'BB-' rating on the California School
Finance Authority's series 2014A tax-exempt taxable educational
facilities revenues bonds, issued for the Partnerships to Uplift
Communities (PUC), on CreditWatch with developing implications.
"The CreditWatch actions reflect our anticipation that PUC Schools
will likely provide us with additional information necessary to
complete our review, including fall 2018 enrollment levels across
all campuses, within the next 90 days. We understand certain PUC
schools have closed as of the start of the 2018-2019 school year
and the impact to the consolidated entities' enterprise profile is
unclear at this time. We could lower the rating if the school
closures result in a strained relationship with the authorizer,
jeopardizes the charter status, or significantly decreases demand.
At the same time, we recognize the recent improvement in the
consolidated groups' financial performance, with improved debt
service coverage and growth in unrestricted reserves that we
consider in line with a higher rating. The developing outlook
reflects the possibility that we could raise the rating if we
expect the improved financial profile will be sustained, and our
enterprise profile concerns are mitigated. Once the additional
information is obtained, we will be able to better ascertain the
magnitude and effect of the recent school closures and whether the
school can sustain its positive trajectory in its financial
profile."
PUC began with one school in 1999 and has since grown to 14 schools
in the northeast San Fernando Valley, Los Angeles, and Rochester.
PYRAMID QUALITY: Unsecureds to Get 100% in 60 Monthly Payments
--------------------------------------------------------------
Pyramid Quality Solutions and Innovations, Inc., filed with the
U.S. Bankruptcy Court for the District of Michigan a combined plan
of reorganization and disclosure statement.
Class III under the plan consists of the Holders of Allowed
Unsecured Claims against PQSI. The total estimated amount of the
non-Priority Unsecured Claims is $133,455.06 exclusive of
Deficiency Claims. This class will be paid 100% of such allowed
claims. The Claimants of this Class will receive on account of
such Claim 60 equal monthly cash payments equal in the aggregate,
to the amount of each Allowed Claim. The first monthly payment will
be made on the Effective Date.
Upon the Effective Date, the Reorganized Debtor will have standing
to pursue any and all Avoidance Actions. The Debtor has not yet
investigated any Avoidance Actions.
Certain objections to the Claims of Forward Financing, Funding
Metrics, LG Funding, and On Deck Capital are specifically preserved
for anticipated litigation, generally on claims of usury. Other
Avoidance Actions are anticipated and preserved as well against
such creditors, generally on account of a transfer of a security
interest within the preference period.
A copy of the Combined Plan and Disclosure Statement is available
at https://is.gd/qmk16n from Pacermonitor.com.
About Pyramid Quality Solutions & Innovations
Pyramid Quality Solutions and Innovations, Inc., filed a Chapter 11
bankruptcy petition (Bankr. E.D. Mich. Case No. 18-52932) on Sept.
21, 2018, estimating less than $1 million in assets and
liabilities. The Debtor tapped Edward J. Gudeman, Esq., at Gudeman
& Associates, P.C., as its legal counsel.
QUALITY PLYWOOD: Seeks to Hire Buddy D. Ford as Legal Counsel
-------------------------------------------------------------
Quality Plywood Specialties, Inc. seeks authority from the U.S.
Bankruptcy Court for the Middle District of Florida to hire Buddy
D. Ford, P.A. as its legal counsel.
The firm will provide these services:
a. advise the Debtor of its powers and duties in the continued
operation of its business and management of its property;
b. prepare and file schedules of the Debtor's assets and
liabilities, statement of affairs, and other documents required by
the court;
c. represent the Debtor at the section 341 Creditor's
meeting;
d. advise the Debtor of its responsibilities in complying with
the U.S. Trustee's Guidelines and Reporting Requirements and with
the rules of the bankruptcy court; and
e. represent the Debtor in negotiation with its creditors in
the preparation of a bankruptcy plan; and
f. provide other legal services in connection with the
Debtor's Chapter 11 case.
The firm's standard hourly rates are:
Buddy Ford, Esq. $425
Senior Associate Attorneys $375
Junior Associate Attorneys $300
Paralegals $150
Junior Paralegals $100
Buddy Ford, Esq., attests that his firm does not represent any
interest adverse to Debtor or its bankruptcy estate in matters upon
which it is to be engaged.
The firm can be reached through:
Buddy D. Ford, Esq.
Buddy D. Ford, P.A.
9301 West Hillsborough Avenue
Tampa, FL 33615-3008
Tel: 813-877-4669
Fax: 813-877-5543
E-mail: Buddy@TampaEsq.com
E-mail: All@tampaesq.com
About Quality Plywood Specialties, Inc
Quality Plywood Specialties, Inc. is a wholesale distributor of
plywood, lumber, veneers, and other fine wood products inFlorida.
The Company opened its its doors in 1994 serving the cabinetry,
woodworking, furniture making, boatbuilding, and sign making
industries. It also serves local governments, schools, and
hospitals.
Quality Plywood Specialties, Inc. filed its voluntary petition
under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No.
19-00609) on January 24, 2019. In the petition signed by Michael A.
Jankowski, president, the Debtor estimated $100,000 to $500,000 in
assets and $1 million to $10 million in liabilities. The Debtor
tapped Buddy D. Ford, P.A. as its legal counsel.
REGDALIN PROPERTIES: Trustee Seeks to Hire Coldwell as Broker
-------------------------------------------------------------
R. Todd Neilson, Chapter 11 trustee for Regdalin Properties LLC,
seeks approval from the U.S. Bankruptcy Court for the Central
District of California to hire a real estate broker.
The trustee proposes to employ Coldwell Banker in connection with
the sale of the Debtor's real properties located at:
(a) 14027 Margate Street, Sherman Oaks, California;
(b) 6507 Teesdale Avenue, Valley Village, California;
(c) 12026 Hoffman Street, Unit 302, Studio City, California;
and
(d) 15322 Hart Street, Van Nuys, California.
Coldwell will get a total commission of 5% of the gross sales price
of each property sold, to be shared evenly with the buyers'
brokers, if any. In the event the firm represents the buyer of a
particular property as well as the trustee, the total commission
will be 4%. To the extent that a property is sold to a tenant of
that property and Coldwell does not bring in an offer higher than
that originally made by such tenant, then the firm's commission
will be 4% to be split with a broker, if any, of the tenant.
William Friedman, a real estate agent employed with Coldwell,
disclosed in a court filing that his firm does not have any
interest adverse to the Debtor's estate, creditors and equity
security holders.
Coldwell can be reached through:
William Friedman
Coldwell Banker
2444 Wilshire Blvd., Suite 102
Santa Monica, CA 90403
Telephone: (310) 829-3939
About Regdalin Properties
Regdalin Properties, LLC, filed a Chapter 11 petition (Bankr. C.D.
Cal. Case No. 18-20868) on Sept. 17, 2018, and was represented by
Henrik Mosesi, Esq., in Glendale, California. In the petition
signed by Edgar Sargysyan, managing member, the Debtor estimated
$10 million to $50 million in assets and liabilities.
R. Todd Neilson was appointed as the Debtor's Chapter 11 trustee on
Nov. 1, 2018. The Trustee retained Dinsmore & Shohl LLP as his
legal counsel.
REGDALIN PROPERTIES: Trustee Seeks to Hire Coldwell, MPRE
---------------------------------------------------------
R. Todd Neilson, Chapter 11 trustee for Regdalin Properties LLC,
seeks approval from the U.S. Bankruptcy Court for the Central
District of California to hire Coldwell Banker and Major Properties
Real Estate.
The firms will assist the trustee in selling the Debtor's real
property located at 160 E. Alondra, Gardena, California.
The firms will get a total commission of 5% of the gross sales
price of the property, to be shared evenly with the buyers'
brokers, if any. In the event that either of the firms represents
the buyer of the property as well as the trustee, the total
commission on the sale will be 4%.
Furthermore, if the property is sold to the tenant and the firms do
not bring in an offer higher than that originally made by the
tenant, then the firms' commission will be 4%, to be split with a
broker, if any, of the tenant.
The firms do not hold any interest adverse to the Debtor's
bankruptcy estate, according to court filings.
Coldwell can be reached through:
William Friedman
Coldwell Banker
2444 Wilshire Blvd., Suite 102
Santa Monica, CA 90403
Tel: (310) 829-3939
Major Properties can be reached through:
Jeff Luster
Major Properties Real Estate
1200 West Olympic Blvd.
Los Angeles, CA 90015
Phone: (213) 747-4151
About Regdalin Properties
Regdalin Properties, LLC, filed a Chapter 11 petition (Bankr. C.D.
Cal. Case No. 18-20868) on Sept. 17, 2018, and was represented by
Henrik Mosesi, Esq., in Glendale, California. In the petition
signed by Edgar Sargysyan, managing member, the Debtor estimated
$10 million to $50 million in assets and liabilities.
R. Todd Neilson was appointed as the Debtor's Chapter 11 trustee on
Nov. 1, 2018. The Trustee retained Dinsmore & Shohl LLP as his
legal counsel.
RENTECH WP: Dispute with EAD to Proceed Through Appellate Process
-----------------------------------------------------------------
District Judge Maryellen Noreika adopts the recommendation of Chief
Magistrate Judge Mary Pat Thynge that the case captioned EAD
CONTROL SYSTEMS, INC. and EAD ENGINEERING, INC., Appellants, v.
PETER KRAVITZ, as Liquidation Trustee of the Rentech Liquidation
Trust in the Chapter 11 cases of Rentech WP U.S., Inc. and Rentech,
Inc., Appellees, C.A. No. 18-1863 (MN) (D. Del.) be withdrawn from
the mandatory referral for mediation and proceed through the
appellate process of the Court.
A copy of the Court's Order dated Jan. 3, 2019 is available at
https://bit.ly/2TrzTTe from Leagle.com.
EAD Engineering, Inc. & EAD Control Systems, Inc., Appellants,
represented by Don A. Beskrone -- Dbeskrone@ashbygeddes.com --
Ashby & Geddes & Benjamin Wilson Keenan -- BKeena@ashbygeddes.com
-- Ashby & Geddes.
Peter Kravitz, in his capactity as the Liquidation Trustee of the
Rentech Liquidation Trust in the Chapter 11 Cases of Rentech WP
U.S. Inc. and Rentech, Inc., Appellee, represented by Christopher
M. Samis , Whiteford, Taylor & Preston, L.L.C. & Leslie Katherine
Good , Whiteford, Taylor & Preston, L.L.C..
About Rentech Inc. and Rentech WP U.S.
Rentech, Inc., is an owner and operator of wood fibre processing
and wood pellet production businesses.
Rentech, Inc., and its subsidiary Rentech WP U.S., Inc., sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Case Nos. 17-12959 and 17-12958) on Dec. 19, 2017. The purpose of
the bankruptcy filing is to seek to sell the assets of the
Company's Fulghum Fibres and New England Wood Pellet subsidiaries
and facilitate an orderly wind-down of Rentech Inc.
The cases are jointly administered under Case No. 17-12958 and are
assigned to Judge Christopher S. Sontchi.
At the time of the filing, Rentech WP U.S. estimated assets and
liabilities of $10,000,001 to $50 million.
The Debtors are represented by Young Conaway Stargatt & Taylor,
LLP, and Latham & Watkins LLP. Prime Clerk LLC is the Debtors'
claims and noticing agent.
On January 3, 2018, the Office of the U.S. Trustee appointed an
official committee of unsecured creditors. The committee hired
Lowenstein Sandler LLP as its bankruptcy counsel; Whiteford, Taylor
& Preston LLC as Delaware counsel; and Teneo Capital LLC as
investment banker and financial advisor.
ROCKPOINT GAS: S&P Alters Outlook to Negative & Affirms 'BB-' ICR
-----------------------------------------------------------------
S&P Global Ratings revised its outlook on Calgary, Alta.-based
Rockpoint Gas Storage Partners L.P. (Rockpoint) and subsidiary
Rockpoint Gas Storage Canada Ltd. to negative from stable based on
the company's weak credit metrics.
S&P said, "We have revised our forecast credit metrics to reflect
weak market conditions that include transportation curtailments in
Alberta, pipeline issues at Alberta Energy Co., and weak storage
values in California due to unfavorable weather. We have affirmed
our ratings on the partnership, including our 'BB-' long-term
issuer credit rating. We also affirmed our 'BB-' issue-level rating
on the company's senior secured debt; the recovery rating is
unchanged at '4'.
"We revised our forecasts on Rockpoint Gas Storage Partners L.P. to
reflect the weak market conditions that include transportation
curtailments in Alberta, pipeline issues at AECO, and weak storage
values in California due to unfavorable weather. We are forecasting
debt-to-EBITDA of 5x-6x compared with 4x-5x in our previous
forecast. The outlook revision to negative reflects the
weaker-than-previously forecast credit metrics.
"The negative outlook reflects weaker forecast credit metrics, with
projected debt-to-EBITDA of 5x-6x over our 12-month outlook period
compared with 4x-5x in our previous forecast.
"We could lower the ratings if Rockpoint sustains debt-to-EBITDA
below 5x for a prolonged period. This could occur if there is an
extended contraction in natural gas seasonal spreads or if the
North American gas market forward prices remain lower than spot
prices for a long period, discouraging gas storage.
"A revision to a stable outlook during our 12 month outlook period
would require debt-to-EBITDA to decline and stay below 5x, which
could be due to favorable weather in the summer and winter of 2019,
or significant improvements in storage contracts resulting either
from wider seasonal spreads or a material increase in gas price
volatility."
SAS HEALTHCARE: Files for Chapter 11 to Sell Facilities
-------------------------------------------------------
SAS Healthcare, Inc., owner of three mental health facilities in
the Dallas/Fort Worth area, filed for bankruptcy to pursue a sale
of its recently shut facilities.
Due to a decline in patient census and the resulting decline in
revenues, which resulted in la large part from the investigation by
the Tarrant County District Attorney and subsequent indictments,
the Debtors ceased operating the medical facilities and ceased
accepting new patients as of Dec. 21, 2018.
The Debtors have successfully operated their business providing
mental health treatment at the facilities for more than eight
years. Prior to Dec. 21, 2018, the Debtors operated three mental
health treatment facilities:
i) Sundance Hospital located in Arlington, Texas, a 116-bed
in-patient psychiatric hospital;
ii) Sundance Hospital Dallas, located in Garland, Texas, a
116-bed in-patient psychiatric hospital; and
iii) Sundance Center of Fort Worth, in Fort Worth, Texas, an
out-patient mental health treatment facility.
On Jan. 31, 2019, SAS Healthcare and three of its subsidiaries
sought Chapter 11 protection to preserve the value of their assets
and facilitate a sale of substantially all of their assets.
To minimize the adverse effects on their properties and the value
of their assets, the Debtors have filed motions and pleadings
seeking various types of "first day" relief. The first day motions
seek relief to allow the Debtors to meet necessary obligations and
fulfill their duties as debtors-in-possession.
Sale Process
Prior to November 2018, as part of a marketing process, the
Debtors, through Raymond James, initially received a letter of
intent from a prospective buyer that expressed interest in
acquiring the equity interests of the Debtors. However, once the
indictment was served, the LOI was withdrawn and a new LOI was
subsequently negotiated and executed for substantially all the
assets of the Debtors at a purchase price approximately $12 million
lower than the initial purchase price. Operations and revenues
continued to suffer and it became apparent that the Debtors lacked
sufficient liquidity to continue operating the treatment
facilities.
On Dec. 21, 2019, approximately one week after the second
indictment was issued, the Debtors ceased operating the treatment
facilities. The second LOI was withdrawn, and a third LOI was
negotiated and executed at an even lower purchase price reflecting
the fact that the Debtors had ceased operations at the treatment
facilities.
After shuttering the treatment facilities in December, the Debtors
determined that they would need a small core of employees to aid
the Debtors in their collection efforts, general administrative
tasks, and marketing efforts. Given the pressing liquidity crisis,
the Debtors moved forward with a proposed sale of substantially all
of their assets in the hopes of obtaining a recovery for creditors
and other parties-in-interest. The third LOI that the Debtors
executed contemplated a sale of the assets to the same buyer in the
preceding LOIs, REP Perimeter Holdings, LLC, through a marketing
and sale process conducted pursuant to 11 U.S.C. Sec. 363.
The Debtors commenced Chapter 11 cases in the hopes of conducting a
robust marketing and sale process pursuant to which the Debtors
intend to sell substantially all of their assets to the qualified
bidder that submits the highest and best bid.
Prepetition Capital Structure
As of Jan. 30, 2019, the Debtors' combined secured debt
obligations, including accrued interest, totaled $18,533,443. The
Debtors' significant funded debt obligations include:
* A secured term loan with Ciera Bank with an unpaid principal
and interest of $8,266,874;
* A secured revolving line of credit with Ciera Bank that's
fully draw and with current principal balance plus accrued interest
of $503,656;
* A secured term loan with Southside Bank, as successor in
interest to OmniAmerican Bank, with $3,044,761 in unpaid principal
and interest that remains outstanding;
* A secured construction loan with Soutsdie Bank, with
$4,371,289 in unpaid principal and accrued interest outstanding;
* A secured loan in 2015 with Southside Bank with $621,863
outstanding;
* A second lien secured note with REP Perimeter Holdings, LLC,
with the entire balance of the $400,000 remaining outstanding; and
* A subordinated secured note with the Debtors' owners, with the
entire balance of the $1,325,000 loan that remains outstanding.
About SAS Healthcare
SAS Healthcare, Inc., and its subsidiaries -- https://sunbhc.com/
-- collectively own three mental health facilities in the
Dallas/Forth Worth area. Due to a decline in patient census and
the resulting decline in revenues, which resulted in large part
from the investigation by the Tarrant County District Attorney and
subsequent indictments, SAS ceased operating the medical facilities
and ceased accepting new patients as of Dec. 21, 2018.
SAS Healthcare and three subsidiaries sought Chapter 11 protection
(Bankr. N.D. Tex. Lead Case No. 19-40401) on Jan. 31, 2019.
SAS Healthcare estimated assets of $1 million to $10 million and
liabilities of the same range.
The Hon. Mark X. Mullin is the case judge.
The Debtors tapped Haynes and Boone, LLP as counsel; PHOENIX
MANAGEMENT SERVICES as financial advisor; RAYMOND JAMES &
ASSOCIATES, INC., as investment banker; and OMNI MANAGEMENT GROUP,
as claims and noticing agent.
SAS HEALTHCARE: Grand Jury Probe Forced Shutdown of Facilities
--------------------------------------------------------------
SAS Healthcare, Inc., and three subsidiaries sought Chapter 11
protection a month after shutting all three mental health
facilities following widespread negative publicity that resulted
from a grand jury investigation into the company's operations.
Brian F. Gleason, CTP, senior managing director and shareholder at
Phoenix Management Services, the debtors' financial advisors,
recounts that in February 2018, a psychiatric patient was referred
to SAS's Sundance Hospital located in Arlington, Texas, from the
Tarrant County public hospital, John Peter Smith Hospital
Psychiatric Emergency Center because JPS lacked available beds and
the Arlington Facility had an agreement with JPS to handle overflow
patients. After examining the woman, doctors at the Arlington
Facility filed a request for an order of protection, but that on
Feb. 2, 2018, against the advice of two doctors and a qualified
mental health professional, a Tarrant County probate judge denied
the request for an OPC even though the Tarrant County Sheriff's
Department and JPS had evaluated the patient, believed she was a
danger to herself or others, and took steps to ensure the patient
was not released from their own facilities. While admitting the
patient, SAS discovered that the patient was subject of a
guardianship order and SAS therefore did not release the patient
after the OPC was denied while it sought to obtain authorization
from the legal guardian to discharge the patient. When SAS was
unable to obtain a discharge authorization, SAS sent a letter to
the probate judge explaining that SAS believe a discharge to a
homeless shelter was unsafe and that the guardian did not give any
written, legal authorization for such discharge. The Tarrant
County Criminal District Attorney's Office subsequently directed
the discharge of the patient to a homeless shelter, SAS complied,
and shortly thereafter, the Tarrant County DA commenced a grand
jury investigation into SAS and issued a press release about such
investigation.
After the grand jury investigation was commenced, the Tarrant
County Sherriff's Department and JPS almost immediately ceased to
refer overflow patients to the Arlington Facility. The abrupt end
in patient referrals from the two single largest referral sources
to the Arlington Facility resulted in an immediate, unanticipated,
and precipitous decline in the Debtors' operating revenue. The
Debtors believe that the widespread negative publicity that
resulted from the grand jury investigation placed a cloud on the
Debtors and their business operations and resulted in further
decline in patient referrals to the Debtors and a corresponding
decline in revenue.
To offset the revenue shortfalls, beginning in Summer 2018, the
Debtors' equity owners loaned funds to the Debtors to support
operations and to pay debt service. At the same time, the Debtors
contacted their investment banker Raymond James, who had been
engaged previously, and requested immediate assistance in
commencing a marketing and sale process. At that point the Debtors
believed that the value of the Debtors' business and properties far
exceeded the Debtors' collective debt and that a sale of the
Debtors' assets could be accomplished outside bankruptcy with
payment of all creditor claims in full. In the meantime, the
Debtors continued to experience a severe cash flow crisis,. In
order to address the reduction in revenue caused by the
investigation and subsequent indictment, the Debtors were forced to
implement a relatively large-scale lay-off of employees at the
treatment facilities beginning on or around Nov. 20, 2018 due to a
lack of liquidity.
The pressure on the Debtors increased in November 2018 when the
grand jury issued an indictment against SAS and the pressure
increase further when the second indictment was issued on Dec. 13,
2018. On Dec. 21, approximately one week after the second
indictment was issued, the Debtors ceased operating the treatment
facilities.
The Debtors at the end of January 2019 filed Chapter 11 cases in
the hopes of conducting a robust marketing and sale process
pursuant to which the Debtors intend to sell substantially all of
their assets to the qualified bidder that submits the highest and
best bid.
About SAS Healthcare
SAS Healthcare, Inc., and its subsidiaries -- https://sunbhc.com/
-- collectively own three mental health facilities in the
Dallas/Forth Worth area. Due to a decline in patient census and
the resulting decline in revenues, which resulted in large part
from the investigation by the Tarrant County District Attorney and
subsequent indictments, SAS ceased operating the medical facilities
and ceased accepting new patients as of Dec. 21, 2018.
SAS Healthcare and three subsidiaries sought Chapter 11 protection
(Bankr. N.D. Tex. Lead Case No. 19-40401) on Jan. 31, 2019.
SAS Healthcare estimated assets of $1 million to $10 million and
liabilities of the same range.
The Hon. Mark X. Mullin is the case judge.
The Debtors tapped Haynes and Boone, LLP as counsel; PHOENIX
MANAGEMENT SERVICES as financial advisor; RAYMOND JAMES &
ASSOCIATES, INC., as investment banker; and OMNI MANAGEMENT GROUP,
as claims and noticing agent.
SCI DIRECT: Feb. 19 Plan Confirmation Hearing
---------------------------------------------
The Bankruptcy Court has approved the first amended disclosure
statement explaining the joint plan of reorganization proposed by
SCI Direct, LLC, and its debtor affiliates and the Official
Committee of Unsecured Creditors.
A hearing to consider the confirmation of the Plan will be held on
February 19, 2019, at 10:00 a.m. Objections, if any, must be filed
on or before February 12.
Class D - Allowed General Unsecured Claims are impaired with
estimated total claim amount $31,000,000. Each Holder of an Allowed
Class D Claim will receive in full satisfaction of its Claim a Pro
Rata portion of the net proceeds of the Creditor Trust Assets after
the payment of all costs and expenses of the Creditor Trust. The
total amount of Creditor Trust Assets available for distribution
equals $4,000,000.00 plus the proceeds of any Causes of Action,
less costs and expenses incurred by the Creditor Trust. Class D
includes trade creditors of the Debtors.
Class B - Interests are impaired. All Interests in each of the
Debtors shall be cancelled and such Holders shall receive nothing
through the Joint Plan.
Class C-1 and C-2 - Secured Claims are impaired with estimated
total claim amount of $21,500,000. Ms. Suarez, the Holder of an
Allowed Secured Claim in Class C-1 on account of the Loan Documents
and her secured post-petition financing provided in the amounts set
forth on Schedule I to the Joint Plan, shall receive the following
Stock in each of the Reorganized Debtors in full satisfaction of
her pre-petition and post-petition Allowed Secured Claim exclusive
of the Exit DIP Financing Claim: 100% of the outstanding and issued
units of SCI Direct, LLC Stock; 100% of the outstanding and issued
shares of Suarez Corporation Industries Stock; and 100% of the
outstanding and issued shares of Media Services Corporation Stock.
In full satisfaction of the Exit DIP Financing Claim, Ms. Suarez
shall receive an Allowed Administrative Claim in the amount of
$2,500,000, assumed by the Reorganized Debtors and evidenced by the
Exit DIP Financing Note.
Class E - Intercompany Claims are impaired. Each Holder of an
Intercompany Claim shall be deemed cancelled and disallowed on the
Effective Date, and no distributions shall be made on account of
such Intercompany Claims.
Class F - TSYS Merchant Solutions, LLC are impaired. The Holder of
a Claim in Class F, notwithstanding any provision of the Joint Plan
to the contrary, will receive in full satisfaction of its Class F
Claim. TSYS will conduct a review of the TSYS Reserve 40 days after
the Operative Date for the purpose of determining the extent to
which TSYS requires the TSYS Reserve. A second review of the TSYS
Reserve 60 days later will be done and at least $75,000 of the TSYS
Reserve will be released to the Reorganized Debtors before the
second review provided the Debtors or Reorganized Debtors are not
in default of their obligations under their agreement with TSYS.
181 days after the Operative Date. TSYS will reduce the TSYS
Reserve to $200,000 and will release any excess balance to the
Reorganized Debtors. TSYS will release the balance of the TSYS
Reserve pursuant to the terms of the merchant agreements with the
Debtors.
Cash payments made by the Debtors or Reorganized Debtors pursuant
to the Joint Plan will be in U.S. dollars by checks drawn on a
domestic bank selected by the Debtors or Reorganized Debtors or by
wire transfer from a domestic bank, at the option of the Debtors or
Reorganized Debtors. Cash Payments made by the Creditor Trust or
the Creditor Trustee pursuant to the Joint Plan will be in U.S
dollars by checks drawn on a domestic bank selected by the Creditor
Trustee or by wire transfer from a domestic bank, at the option of
the Creditor Trustee.
A full-text copy of the Disclosure Statement dated January 17,
2019, is available at:
http://bankrupt.com/misc/ohnb19-1761735rk-396.pdf
About SCI Direct
Suarez Corporation Industries -- http://www.suarez.com/-- is a
direct marketing company currently offering hundreds of diversified
products around the world. From heaters, food services, jewelry,
body and skin care, collectible coins, and health products, SCI
continues to lead the way through product innovation and
multi-channel marketing. The Company offers services through mail,
phone and internet, television, newspaper, and magazines. The
company started in business in 1968 when Benjamin Suarez started a
small business from his home which eventually became Suarez
Corporation Industries.
Suarez Corporation Industries is an operating entity involved in
direct marketing products to consumers, and Retail Partner
Enterprises, LLC, markets the same products on a wholesale basis to
retail stores. SCI Direct, LLC, holds certain patents, trademarks,
and other intellectual property used by Suarez Corporation
Industries, and Retail Partner Enterprises, LLC. The entities are
owned by Suarez Enterprises Holding Company.
Each of SCI Direct LLC, Suarez Corporation Industries, and two
affiliates filed separate voluntary petitions for relief under
Chapter 11 of the United States Bankruptcy Code (Bankr. N.D. Ohio
Case Nos. 17-61735 to 17-61738) on Aug. 7, 2017. The cases are
jointly administered before the Honorable Russ Kendig under SCI
Direct's Case No. 17-61735.
Anthony J. DeGirolamo serves as the Debtors' bankruptcy counsel.
The Phillips Organization is the Debtors' accountant. Craig T.
Conley, Esq., is special counsel. Kurtzman Carson Consultants LLC
is the claims and noticing agent.
Daniel M. McDermott, U.S. Trustee Region 9, appointed five
creditors to serve on the official committee of unsecured creditors
in the Chapter 11 cases of SCI Direct, LLC, and its debtor
affiliates. The Committee tapped McDonald Hopkins LLC to represent
them as bankruptcy counsel.
SHORT ENVIRONMENTAL: Exclusive Filing Period Moved to April 1
-------------------------------------------------------------
The Hon. Mindy A. Mora of the U.S. Bankruptcy Court for the
Southern District of Florida, at the behest of Short Environmental
Laboratories, Inc., has extended the exclusive period to file a
Plan of Reorganization and Disclosure Statement to through and
including April 1, 2019.
The Troubled Company Reporter has previously reported that the
Debtor required additional time to file a plan because it is still
in the process of negotiating with creditors and implementing
process to increase revenue. The Debtor believed promulgating a
Plan at this time would be premature and its diligent
reorganization efforts would be hampered by a premature Plan.
About Short Environmental Laboratories
Short Environmental Laboratories, Inc., is a privately-held company
in Sebring, Florida, that offers environmental testing for a wide
variety of industries. Some of its services include water and waste
water testing, compliance testing, and sample collection. It also
provides ground water, soils, and surface water testing.
Short Environmental Laboratories sought protection under Chapter 11
of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-19640) on Aug.
7, 2018. In the petition signed by David Murto, president, the
Debtor disclosed $217,285 in assets and $1,463,746 in liabilities.
Judge Mindy A. Mora oversees the case. Nadine V. White-Boyd, Esq.,
at the law firm of Nadine White-Boyd, is the Debtor's legal
counsel.
SKYTEC INC: Unsecured Creditors to Get 15% Under Chapter 11 Plan
-----------------------------------------------------------------
Skytec, Inc., filed a plan of reorganization and accompanying
disclosure Statement.
Class 1 - The Secured Claims of Oriental Bank Puerto Rico are
impaired with estimated amount of allowed claim $2,026,902.06.
Estimated recovery is 100%. Oriental's claims, secured by UCC
filings over the Debtor's cash accounts, trade accounts receivable,
inventories,
intangibles, and substantially all of the Debtor's personal
property, will be paid in 72 equal consecutive monthly payments of
$12,786, with any arrears to be paid together with a balloon
payment of any unpaid principal balance, due on December 31, 2025.
Class 2 - Holders of Pre-Petition Cure Claims against the Debtor,
arising from the assumption by the Debtor of Unexpired Executory
Contracts are impaired with estimated amount of allowed claim
$93,661.96. Estimated recovery is 100%. The Allowed Pre-Petition
Cure Claims arising from assumed executory contracts, will be paid
as follows:
(a) The claim of FirstBank consisting of a lease agreement
secured by a Ford F-250SD 4x4, 2018, will continue to be paid in
accordance with the contractual terms for the lease, with monthly
payments of $1,003.00.
(b) The claim of FirstBank consisting of a lease agreement
secured by an Acura MDX 2014, will continue to be paid in
accordance with the contractual terms for the lease, with monthly
payments of $1,164.00.
(c) McGRATH RENT CORP (dba TRS-REN TELCO) lease for various
equipment will be paid in 6 equal consecutive monthly payments of
$1,011.54, commencing on the Effective Date.
Class 3 - Holders of Allowed General Unsecured Claims are impaired
with estimated amount of allowed claim $3,780,478.79. Estimated
recovery is 15%. The Holders of Allowed General Unsecured Claims
shall be paid in full satisfaction of their claims, a pro-rata
dividend in the total amount of $567,072 to be paid as follows:
$200,000 on the Effective Date to be paid from the capital
contribution of the shareholders and $367,072 in 24 monthly
payments commencing one ear after the Effective Date. The $567,072
(the "Ceiling") dividend constitute a 15% dividend of the claims
expected to be allowed.
The Debtor's proposed dividend to the General Unsecured Claims will
be funded from the Debtor's normal operations, cash available in
the Debtor's DIP accounts, and the capital contributions of the
Debtor's shareholders of approximately $200,000. Payments to the
Holders of Allowed Administrative Expense Claims and Priority Tax
Claims, if any, will be paid from the cash accumulated in the
Debtor's DIP Accounts.
A full-text copy of the Disclosure Statement dated January 16,
2019, is available at https://tinyurl.com/ya9nlbwn from
PacerMonitor.com at no charge.
About Skytec Inc.
Skytec, Inc., is a privately-held company based in Puerto Rico that
provides wireless telecommunication solutions. Skytec sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R.
Case No. 18-05288) on Sept. 12, 2018. In the petition signed by
Henry L. Barreda, president, the Debtor disclosed $2,119,734 in
assets and $5,848,090 in liabilities. Judge Enrique S. Lamoutte
Inclan presides over the case. The Debtor tapped Fuentes Law
Offices, LLC as its legal counsel.
STARION ENERGY: Seeks to Hire Donlin Recano as Claims Agent
-----------------------------------------------------------
Starion Energy, Inc., seeks approval from the U.S. Bankruptcy Court
for the District of Delaware to hire Donlin Recano & Company, Inc.
as its claims and noticing agent.
The firm will oversee the distribution of notices and the
maintenance, processing and docketing of consumer claims filed in
the Chapter 11 cases of the company and its affiliates.
The firm's hourly rates for professional services are:
Executive Staff No charge
Senior Bankruptcy Consultant $130 - $160
Case Manager $90 - $125
Technology/Programming Consultant $60 - $90
Consultant/Analyst $50 - $80
Clerical $25 - $45
Donlin is "disinterested" as defined in section 101(14) of the
Bankruptcy Code, according to court filings.
The firm can be reached through:
Nellwyn Voorhies
Donlin, Recano & Company, Inc.
6201 15th Avenue,
Brooklyn, NY 11219
Phone: 212.481.1411
About Starion Energy
Founded in 2009, Starion Energy -- https://www.starionenergy.com/
-- is a competitive electric supplier that markets and sells
electricity to retail customers. Starion participates in certain
"deregulated" markets -- markets in which the state has allowed
third-party energy providers to market and sell electricity supply
as an alternative to the electric supply procured and provided by
the customers' utility. It has operations in Connecticut,
Delaware, District of Columbia, Illinois, Massachusetts, Maryland,
New Jersey, New York, Ohio, and Pennsylvania. Based in Middlebury,
Connecticut, Starion Energy is a member of the Retail Energy Supply
Association (RESA).
Starion Energy and its affiliates, Starion Energy PA, Inc., and
Starion Energy NY, Inc., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Del. Case No. 18-12608) on Nov. 14,
2018. At the time of the filing, Starion Energy disclosed
$26,888,675 in assets and $6,956,141 in liabilities.
The Hon. Mary F. Walrath is the case judge.
Gellert Scali Busenkell & Brown, LLC, is the Debtors' legal
counsel.
SUPERIOR ENERGY: S&P Lowers ICR to 'B+' on Weak Performance
-----------------------------------------------------------
S&P Global Ratings noted that it has lowered its 2019 price
assumptions for West Texas Intermediate (WTI) and Brent crude oil
by $10 to $50 per barrel and $60 per barrel, respectively. S&P also
lowered its 2020 assumptions by $5 to $50 per barrel for WTI and
$55 per barrel for Brent. In addition, S&P downwardly revised its
base-case assumptions for U.S. onshore completion activity in 2019
due to lower-than-expected demand, at least for the first half of
2019 as exploration and production (E&P) companies reduce their
capital spending. As a result, Superior Energy Services Inc.'s
expected EBITDA and cash flow levels will be materially lower than
S&P previously expected.
S&P Global Ratings is downgrading Superior Energy Services Inc. to
'B+' from 'BB-'.
The downgrade reflects Superior's weaker-than-expected financial
performance and cash flows following the downward revision of S&P
Global Ratings' crude oil price assumptions. S&P said, "We
anticipate that this downward revision will lead to reduced
completion activity and negatively pressure the company's operating
margins, particularly in North America. In addition, strong
headwinds in Superior's pressure pumping business in the first half
of 2019 will reverse much of the company's positive momentum from
2018 and we expect that its overall 2019 revenue will remain
relatively flat compared with last year. We also anticipate that
the weaker fourth-quarter market for pressure pumping at the end of
2018 (due to rapidly declining oil prices) will continue into 2019,
though it will be somewhat offset by Superior's international
growth. Therefore, we expect the company's EBTIDA and discretionary
cash flow to be weaker than we had previously forecast.
"The negative outlook on Superior reflects our view that its
financial measures and cash flow generation could materially weaken
due to weakness in the company's Onshore Completion and Workover
Services segment. The negative outlook also reflect that Superior
will need to generate adequate discretionary cash flow at a time of
uncertain markets to help address its 2021 debt maturities.
"We could lower our rating on Superior if we expect that its FFO to
debt will average below 12% with no clear path to improvement.
Additionally, we could lower the rating if the company does not
generate enough discretionary cash flow to address its 2021 debt
maturities and the financial markets remain weak. Such a scenario
could occur if the weakness in Superior's U.S. onshore completion
services segment persists and/or its international markets do not
see a material improvement in activity.
"We could revise our outlook on Superior to stable if market
conditions and the company's cash flows improve such that it is
able to generate significant discretionary free cash flow to
address its 2021 debt maturities."
TERRE HAUTE: S&P Cuts 2013 Tax Increment Bonds Rating to 'BB'
-------------------------------------------------------------
S&P Global Ratings lowered its long-term rating on Terre Haute
Redevelopment District, Ind.'s series 2013 tax increment bonds
seven notches to 'BB' from 'A+'. The outlook is stable.
"We base the downgrade on the application of our 'Priority-Lien Tax
Revenue Debt' criteria," said S&P Global Ratings credit analyst
Anna Uboytseva. The criteria (published Oct. 22, 2018) factors in
both the strength and stability of the pledged revenues, as well as
the general quality of the City of Terre Haute, where taxes are
distributed and collected.
At the same time, S&P Global Ratings withdrew its 'BB' issuer
credit rating (ICR) with a stable outlook on Terre Haute at the
issuer's request.
The 2013 tax increment bonds are secured by Terre Haute's pledge of
tax-increment revenues (TIF) from the State Road 46 economic
development area, as well by a first-lien pledge of the city's
distributive share of its 0.5% economic development income tax
(EDIT; part of local income tax [LIT] revenues). Although the debt
service on the bonds is being paid from TIF revenues, S&P bases its
rating on the income tax pledge because S&P considers the bond
provisions supporting the TIF pledge to be very weak.
S&P said, "At the same time, bond provisions for the income tax
pledge are also weak and in our opinion blur the lines between a
priority-lien and operating pledge. More specifically, the
additional bonds test (ABT) sets a 1.25x coverage requirement on
additional parity income tax debt; however, if the additional
income tax-secured debt also pledges ad valorem property taxes, the
1.25x coverage ratio does not have to be satisfied. In other words,
if the city decides to issue bonds supported by both income taxes
and ad valorem property taxes, the ABT can be disregarded and
actual coverage of parity debt (including the 2013 bonds) by income
taxes alone could fall below 1.25x. In our view, there isn't a
significant disincentive for the city to use this flexibility to
issue additional parity debt, and it is unpredictable how this
flexibility could affect parity income tax-backed debt. We believe
that by combining these two different pledges together in legal
documents, the city's operating risks are being blended with the
priority-lien risks and, therefore, we should not assign a
priority-lien rating that is above the obligor's creditworthiness
(OC)."
The 'BB' priority-lien rating on the series 2013 bonds reflects:
-- A relatively stable but below-average local economy, with Terre
Haute acting as the economic center for Vigo County;
-- At least 1.25x projected coverage of maximum annual debt
service from the city's share of the county's EDIT; and
-- S&P views that personal income taxes have historically
demonstrated very low volatility, though there is some added
volatility at the local level. Terre Haute's general OC strongly
limits the above credit strengths of the EDIT/LIT bonds'
structure.
S&P said, "The stable outlook reflects our expectation that EDIT
certifications will continue to provide more than 1.25x coverage on
all parity income tax bonds. However, under our criteria, there is
a link between the attributes of the EDIT pledge and Terre Haute.
Therefore, in some cases, movement in the EDIT rating could be
dictated or limited by movement in our rating on the city. Recent
budget actions and projected improvements in the city's revenue
profile should stabilize Terre Haute's financial position and
prevent reserve or liquidity positions from worsening. As a result,
we do not expect to change the rating in the next year.
"We could raise the rating on the bonds if Terre Haute continues to
make measurable financial progress and reduces the reliance on cash
flow borrowing. In addition, we could raise the rating if the city
enhances additional bond issuance test to limit future borrowing.
"If the city does not sustain coverage levels above 1.25x, we could
lower the rating. In addition, if the city cannot sustain
structural reforms and its liquidity deteriorates unexpectedly, we
could lower the rating. We believe Terre Haute's reliance on
interfund borrowing and on wastewater revenue for even occasional
payments of property tax-backed bonds is not a sustainable budget
balancing measure in the long term."
THREE CHIEFS: Seeks Court Approval of Proposed Plan Outline
-----------------------------------------------------------
Three Chiefs and No Indians, LLC, filed a motion asking the U.S.
Bankruptcy Court for the Central District of California to approve
its proposed disclosure statement describing its chapter 11 plan of
reorganization.
The Debtor asserts that the disclosure statement contains adequate
information of the kind that a hypothetical reasonable investor
could make an informed judgment about the plan of reorganization.
The plan will be funded by the following sources and in the
following order or priority based on available capital: the
operation of the business, contributions from the Debtor's
principal owner, Andrew Kallman. If the operation of the business
does not result in sufficient capital to fund the plan, the Debtor
expects that Kallman will provide capital contributions to fund
outstanding obligations.
The Reorganized Debtor will pay general unsecured claims a total of
$349,721 as a pot plan calculated to be 100% of the value of the
general unsecured claims. The payments to the general unsecured
claim on undisputed claims which payment will include amounts
retroactive to the Effective Date if less than the total amount of
allowed claims will be on a pro rata basis.
About Three Chiefs and No Indians
Three Chiefs and No Indians, LLC -- http://www.americansample.com/
-- is a supplier of sample products to the decorative fabric,
hospitality, and contract fabric industry. Its capabilities
include a full service art department, photography studio,
printing, and all facets of swatch technique options. It is
headquartered in Ontario, California.
Three Chiefs and No Indians sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. C.D. Calif. Case No. 18-17106) on Aug.
22, 2018.
In the petition signed by Christopher Muesse, general manager, the
Debtor disclosed $2,030,850 in assets and $1,781,894 in
liabilities.
Judge Wayne E. Johnson presides over the case.
TOPGOLF INT'L: Moody's Assigns B3 CFR & Rates $500MM Loans B3
-------------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating to
Topgolf International, Inc., a B3 rating to the proposed $500
million senior secured credit facility (including a $175 million
revolver and a $325 million term loan), and a Caa1-PD Probability
of Default Rating. The outlook is stable.
Proceeds from the credit facility will be used to refinance the
existing debt, provide funding for new locations, general corporate
purposes, and transaction fees. The company currently owns and
operates 51 centers (48 in the US and 3 in the UK) with additional
locations under construction that will increase the company's
footprint to 61 locations in 27 states and 4 countries. Moody's
expects the company to continue to build additional locations in
the US and expand internationally through licensing agreements with
international partners. This is the first time Moody's has rated
the company.
A summary of Moody's actions are as follows:
Assignments:
Issuer: Topgolf International, Inc.
Corporate Family Rating, Assigned B3
Probability of Default Rating, Assigned Caa1-PD
$175 million Gtd Senior Secured Revolving Credit Facility due 2024,
Assigned B3 (LGD3)
$325 million Gtd Senior Secured Term Loan due 2026, Assigned B3
(LGD3)
Outlook, Assigned Stable
RATINGS RATIONALE
Topgolf's B3 Corporate Family Rating reflects the very high pro
forma leverage level of 7x as of Q3 2018 (including Moody's
standard lease adjustment) as well as expectation of negative cash
flow for the foreseeable future as it continues to open additional
locations. Moody's considers the financial policy to be aggressive
given the development strategy of building and opening several new
facilities which would require additional sources of funding beyond
what is available from the term loan and revolving credit facility.
The business is also cyclical and will compete for discretionary
consumer income with an increasing array of alternative
entertainment options. While the company has experienced strong
growth to date, it has a relatively short operating history and its
ability to navigate through an economic recession is less certain
which is compounded by the high degree of fixed operating costs.
The large number of pro forma add backs to EBITDA to reflect one
time startup costs and run rate operating performance of new
locations is also a negative. The terms of the preferred equity
include a liquidity demand notice which also elevates uncertainty
going forward. Ratings benefit from the continued growth in
locations across the country which increases the company's scale
and is expected to lead to both revenue and cost synergies while
increasing its geographic diversity. While same store sales has
been relatively flat in recent periods, Moody's expects there is an
opportunity to modestly improve existing location performance by
driving traffic during non-peak periods and implementing additional
revenue opportunities. The venues are high quality and significant
in size which provides a unique experience to its guests and
materially differentiates it from typical driving ranges and golf
courses. As the business expands, Moody's expects the company's
ability to drive sponsorship revenue will increase, although
sponsorship revenue is also expected to be sensitive to economic
conditions. Topgolf will also benefit from strategic partnerships
within the golf industry given the company's unique position that
offers the potential to grow the number of new golfers to the
sport. While revenue is expected to be driven by the performance of
its venues, the company will also benefit from growth in its Media,
Swing Suite, Toptracer, and international licensing divisions over
time.
The company's liquidity position is expected to be adequate in the
near term due to the $175 million revolving credit facility and
approximately $174 million of pro forma cash on the balance sheet.
However, free cash flow is expected to be negative over the next
several years as new facilities are opened and the revolver is
expected to be drawn down during this time. The business plan is
not fully funded and Moody's expects the company will need
additional sources of funding over time. Interest coverage is
expected to be approximately 2x pro forma for the transaction as of
Q3 2018. Both the revolver and term loan are subject to a financial
maintenance covenant of 5.5x over the life of the deal.
The outlook is stable as EBITDA is expected to grow in the 20%
range as new centers are developed, although debt levels are also
projected to increase which will result in leverage remaining in
the 7x range in the near term. The liquidity position is also
expected to decrease over time absent additional new debt or equity
to fund the business plan.
Weaker than expected growth or higher debt levels that led to
leverage remaining above 7x has the potential to lead to a
downgrade. A weak liquidity position or heightened concern about
its ability to remain in compliance with its financial covenants
could also lead to a downgrade.
Strong growth with leverage projected to remain below 6x with a
fully funded business plan, an adequate liquidity position, and
positive free cash flow have the potential to lead to an upgrade.
Topgolf International, Inc. currently owns and operates 51 golfing
centers (48 in the US and 3 in the UK) with plans for additional US
and International expansion. It also has its Swing Suites offering
that offers a simulated golf experience, its Toptracer gold
tracking technology that can be provided to traditional driving
ranges, courses and broadcaster in addition to its Media division.
Reported revenue LTM as of Q3 2018 was approximately $800 million.
TRANSDIGM INC: S&P Assigns B+ Rating on New $2.7BB Secured Notes
----------------------------------------------------------------
On Jan. 29, 2019, TransDigm Inc. announced that it plans to issue
secured and subordinated notes to fund its pending acquisition of
Esterline Technologies Corp. for about $4 billion.
S&P Global Ratings is affirming its 'B+' issuer credit rating on
TransDigm Inc. and are removing all of its ratings on the company
from CreditWatch, where it placed them with negative implications
on Oct. 11, 2018.
S&P said, "At the same time, we are assigning our 'B+' issue-level
rating and '3' recovery rating to the company's new $2.7 billion
secured notes (which will rank pari passu with TransDigm's existing
term loans) and our 'B-' issue-level rating and '6' recovery rating
to its new $1 billion subordinated notes."
The negative outlook reflects TransDigm's increased leverage and
the integration risk involved in its pending acquisition of
Esterline. The company plans to finance the acquisition, including
repaying Esterline's existing debt and any related fees and
expenses, with $2.7 billion of secured notes (that rank pari passu
with the company's existing term loans), $1 billion of subordinated
notes, and cash on hand. The acquisition will increase TransDigm's
pro forma debt to EBITDA to 6.5x-6.9x in 2019. S&P said, "We
believe that integration risk is inherent in a transaction of this
size because it is by far the company's largest acquisition and
Esterline is an established company that has had operational issues
and features much lower margins. While we believe that Esterline's
margins will improve, we do not expect them to improve to anywhere
near the level of TransDigm's current margins."
S&P said, "Our negative outlook on TransDigm Inc. reflects the
company's increased leverage and the integration risk arising from
its proposed $4 billion mostly debt-financed acquisition of
Esterline, which is--by far--the largest acquisition it has ever
undertaken. We believe that the company could face challenges as it
works to improve the margins of its acquired operations, which it
has successfully done with its other purchases. We expect the
company's pro forma debt to EBITDA to weaken to 6.5x-6.9x in 2019,
from 6.0x in fiscal year 2018, because of the acquisition. We do
not expect TransDigm's leverage to improve materially thereafter
because the company continues to pursue acquisitions and uses its
cash and debt to fund shareholder returns.
"We could lower our rating on TransDigm if its debt to EBITDA
increases above 7x over the next 12 months and we do not expect it
to improve. This could be due to the adoption of an even more
aggressive financial policy wherein management is comfortable with
the company sustaining higher levels of leverage to support larger
shareholder returns and acquisitions. We could also downgrade
TransDigm if it experiences serious integration issues with
Esterline or if it improves the company's earnings by a materially
lower level than we currently expect.
"We could revise our outlook on TransDigm to stable if its debt to
EBITDA remains below 7x over the next 12 months and we expect it to
sustain this metric at that level. This would likely occur if the
company successfully integrates Esterline, including improving the
margins of the acquired business, and its acquisitions and
dividends do no materially exceed those is in our base-case
forecast."
TRANSMONTAIGNE PARTNERS: S&P Cuts ICR to 'BB-' on Merger Agreement
------------------------------------------------------------------
S&P Global Ratings lowered the issuer credit rating on
TransMontaigne Partners L.P. (TLP) by one notch to 'BB-' from 'BB'
based on high consolidated leverage for the entire Transmontaigne
enterprise. The outlook is stable. S&P also lowered issue-level
rating on TLP's senior unsecured notes to 'B+' from 'BB-', the
recovery rating of '5' is unchanged.
The downgrade reflects the impact of the merger transaction wherein
TLP Finance Holdings LLC (TLP-FH) is issuing a $525 million credit
facility (unrated) to finance the acquisition of all the
outstanding common units of TransMontaigne Partners L.P. (TLP).
Although the debt at TLP-FH will be structurally subordinated to
debt at TLP, TLP-FH will be the 100% owner of TLP. S&P expects that
TLP-FH will rely solely on distributions from TLP to pay debt
service on its credit facility. As a result, consolidated credit
metrics are the main driver of the downgrade, at well over 5.5x.
That said, our view of TLP's stand-alone credit profile is
unchanged.
S&P said, "The stable outlook reflects our view that the company
will experience low cash flow volatility and maintain stand-alone
adjusted debt to EBITDA of about 4.5x and consolidated leverage
above 5.5x over the medium term. We also expect that the company
will continue to renew its terminaling contracts with creditworthy
counterparties.
"We could consider a negative rating action if TLP sustained
stand-alone adjusted debt to EBITDA above 5x or consolidated
leverage increases beyond current levels. This could be caused by a
reduction in the company's uncontracted volumes, unforeseen
operational problems at the terminals, or counterparty nonpayment.
Any aggressive acquisition plans that increase the TLP's leverage
could also lead us to lower our rating.
"While unlikely at this time, we could raise the ratings if the
company significantly outperformed our expectations or made an
acquisition that expanded its size and scope without increasing
leverage. In order to upgrade the company, we would also look for
the partnership to demonstrate less aggressive financial policy
decision making and for consolidated leverage to remain below
5.5x."
TRENDSETTER HR: Ruling Allowing ZAIC $7.6MM Unsecured Claim Upheld
------------------------------------------------------------------
In the case captioned TRENDSETTER HR, LLC, et al., Appellants, v.
ZURICH AMERICAN INSURANCE COMPANY, et al., Appellees, Civil Action
No. 3:17-CV-2300-S (N. D. Tex.) Trendsetter HR, LLC, Trend
Personnel Services, Inc., and TSL Staff Leasing Inc. appeal the
findings of fact, conclusions of law and order on Debtors'
Objection to Zurich's Proofs of Claim, signed on August 15, 2017,
by the United States Bankruptcy Court for the Northern District of
Texas granting Zurich American Insurance Company an allowed
unsecured claim against Trend in the aggregate amount of $7,603,017
(after permitting setoff of its $310,413 loss fund).
Having considered the relevant pleadings, District Judge Karen Gren
Scholer finds that the Bankruptcy Court's decision should be
affirmed.
Trend argues that the Bankruptcy Court erred by "essentially
doubl[ing] its express futures award." Trend contends that the
Bankruptcy Court "double dipp[ed]" by "awarding Zurich both unpaid
deposits that were to be used towards future claims, and the future
claims themselves." While findings of fact ordinarily are reviewed
under the clearly erroneous standard, estimates of unliquidated
claim amounts accelerated by a bankruptcy filing are reviewed under
an abuse of discretion standard. This Court finds no clear error
or abuse of discretion. To the extent that Trend contests the
Bankruptcy Court's legal conclusions, this Court has conducted a de
novo review of the relevant conclusions. This Court finds that the
Bankruptcy Court's legal conclusions are compelled by the factual
findings. Therefore, the Court affirms the decision for the reasons
stated by the Bankruptcy Court in its Findings of Fact and
Conclusions of Law.
Next, Trend argues that the Bankruptcy Court erred in allowing
Zurich's claim for the medical bill review fees4 because the
relevant contracts do not provide for such fees, there is no
written, signed contract providing for such fees, the Statute of
Frauds applies, and there were no savings. Trend also argues that
the Bankruptcy Court erred in determining that the voluntary
payment doctrine barred Trend from seeking relief from the medical
bill review fees.
This Court finds that the Bankruptcy Court did not commit clear
error in finding that the parties had an enforceable contract
requiring Trend to pay the savings-based medical bill review fees.
To the extent that Trend challenges the Bankruptcy Court's legal
conclusions, this Court, after conducting a de novo review, affirms
those conclusions. "[O]ne cannot accept the benefits of a contract
made by himself or his agent and then attempt to prevent the other
party to the contract from showing what the agreement was or from
enforcing the terms of the agreement." The Bankruptcy Court found
that Trend agreed to the fees and that the bill review service
"provided value to Trend." R. 15. Therefore, Trend cannot avoid the
medical bill review fees now by arguing that the Statute of Frauds
applies or that the parties did not have an enforceable contract.
Further, "[t]he [voluntary payment] doctrine bars recovery of
payments voluntarily made with full knowledge of the facts, and in
the absence of fraud or mistake of material fact or law." In its
factual findings, the Bankruptcy Court determined that Trend paid
the fees and that various reports, agreements, and other
communications detailed the savings and the fees being charged. The
Court finds no clear error in these factual findings. In its
conclusions of law, the Bankruptcy Court found that Trend had full
knowledge of the relevant facts or law. After conducting a de novo
review, this Court agrees that there is no evidence of a mistake of
material fact or law. Therefore, the Court finds that the voluntary
payment doctrine applies in this case.
For these reasons, and for all of the reasons stated by the
Bankruptcy Court in its Findings of Fact and Conclusions of Law,
the Court affirms the decision.
A copy of the Court's Memorandum Opinion and Order dated Jan. 3,
2019 is available at https://bit.ly/2SlRLBC from Leagle.com.
Trendsetter HR LLC, Debtor, represented by Davor Rukavina --
drukavina@munsch.com -- Munsch Hardt Kopf & Harr PC & Thomas D.
Berghman -- tberghman@munsch.com -- Munsch Hardt Kopf & Harr PC.
Zurich American Insurance Company & American Zurich Insurance
Company, Appellees, represented by Thomas Allan Connop , Locke Lord
LLP, Alyssa Marie Falk -- alyssa.falk@lockelord.com -- Locke Lord
LLP, pro hac vice, Ashlee Marie Knuckey --
ashley.wheelock@lockelord.com -- Locke Lord LLP, pro hac vice &
Matthew T. Furton -- mfurton@lockelord.com -- Locke Lord LLP, pro
hac vice.
About Trendsetter HR
Trendsetter HR LLC filed a Chapter 11 bankruptcy petition (Bankr.
N.D.Tex. Lead Case No. 16-34457) on November 17, 2016. The Hon.
Stacey G. Jernigan presides over the case. Ackerman LLP represents
the Debtor as counsel. The Debtor also hired as counsel Davor
Rukavina, Esq., Thomas D. Berghman, Esq., and Jason A. Enright,
Esq., at Munsch Hardt Kopf & Harr, P.C.
In its petition, the Debtor estimated $1 million to $10 million in
assets and $10 million to $50 million in liabilities. The petition
was signed by Daniel W. Bobst, president.
Trendsetter HR's case is jointly administered with Trend Personnel
Services, Inc., and TSL Staff Leasing, Inc. Trendsetter HR is the
lead case.
VALVOLINE INC: S&P Alters Outlook to Negative & Affirms 'BB+' ICR
-----------------------------------------------------------------
U.S.-based Valvoline Inc.'s 2018 operating performance fell short
of S&P Global Ratings' expectations due to softness in its Core
North America segment and the company meaningfully increasing share
repurchase activity during the year, resulting in adjusted debt to
EBITDA increasing to 3.3x at Sept. 30, 2018.
S&P Global Ratings is affirming its ratings on the company,
including its 'BB+' issuer credit rating, 'BBB-' issue-level rating
on the senior secured bank credit facilities, and 'BB+' rating on
the senior unsecured notes, and revising the outlook to negative
from stable.
The outlook revision reflects Valvoline's recent underperformance
driven by weaker-than-expected results in its core North America
segment. In addition, the company has meaningfully increased
shareholder returns during the year and repurchased $325 million in
shares as compared to only $50 million in the prior year. These
factors resulted in adjusted debt to EBITDA increasing above 3x as
of Sept. 30, 2018.
S&P said, "The negative outlook reflects the potential for a lower
rating over the next 12 months if Valvoline does not moderate its
financial policy in respect to shareholder returns and if adjusted
debt to EBITDA remains above 3x. We could also lower the ratings if
the company faces difficulties to improve its operating performance
because of lower demand for the company's lubricant products, fewer
vehicle miles driven, intensifying competition from larger players
in the space, or electric vehicles growing at a faster rate than
what we expected and leverage continues to exceed the 3x threshold.
"We could revise the outlook to stable if we believe the company
will moderate its shareholder distributions in case operating cash
flow deteriorates, or the company successfully navigates the
challenging competitive environment in Core North America while
maintaining its momentum in the Quick Lubes segment, such that its
adjusted debt to EBITDA declines and is sustained below 3x."
WASEEM INC: U.S. Trustee Unable to Appoint Committee
----------------------------------------------------
The Office of the U.S. Trustee on Jan. 31 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of Waseem, Inc.
About Waseem Inc.
Waseem, Inc., which conducts business under the name Sabre Spring
Hand Car Wash and Detaling, operates a car wash facility in the
Sabre Springs area of San Diego.
Waseem filed a Chapter 11 petition (Bankr. S.D. Cal. Case No.
18-07232) on Dec. 5, 2018. In the petition signed by Waad Sako,
president, the Debtor estimated $0 to $50,000 in assets and $1
million to $10 million in liabilities. The case is assigned to
Judge Margaret M. Mann. The Debtor tapped William J. Wall, Esq.,
at The Wall Law Office, as its legal counsel.
[^] Large Companies with Insolvent Balance Sheet
------------------------------------------------
Total
Share- Total
Total Holders' Working
Assets Equity Capital
Company Ticker ($MM) ($MM) ($MM)
------- ------ ------ -------- -------
ABBVIE INC ABBV US 66,164.0 (2,921.0) 3,078.0
ABBVIE INC ABBV AV 66,164.0 (2,921.0) 3,078.0
ABBVIE INC 4AB TE 66,164.0 (2,921.0) 3,078.0
ABBVIE INC 4AB TH 66,164.0 (2,921.0) 3,078.0
ABBVIE INC 4AB GR 66,164.0 (2,921.0) 3,078.0
ABBVIE INC ABBV* MM 66,164.0 (2,921.0) 3,078.0
ABBVIE INC 4AB QT 66,164.0 (2,921.0) 3,078.0
ABBVIE INC ABBVUSD EU 66,164.0 (2,921.0) 3,078.0
ABBVIE INC ABBVEUR EU 66,164.0 (2,921.0) 3,078.0
ABBVIE INC 4AB GZ 66,164.0 (2,921.0) 3,078.0
ABBVIE INC-BDR ABBV34 BZ 66,164.0 (2,921.0) 3,078.0
ABSOLUTE SOFTWRE ABT CN 91.4 (56.4) (30.1)
ABSOLUTE SOFTWRE OU1 GR 91.4 (56.4) (30.1)
ABSOLUTE SOFTWRE ALSWF US 91.4 (56.4) (30.1)
ABSOLUTE SOFTWRE ABT2EUR EU 91.4 (56.4) (30.1)
AGENUS INC AGEN US 130.5 (131.4) 9.4
AGENUS INC AGENUSD EU 130.5 (131.4) 9.4
AGENUS INC AJ81 TH 130.5 (131.4) 9.4
AIMIA INC AIM CN 3,507.0 (173.5) (1,247.5)
AMER RESTAUR-LP ICTPU US 33.5 (4.0) (6.2)
AMERICAN AIRLINE A1G SW 60,792.0 (169.0) (9,473.0)
AMERICAN AIRLINE AAL1CHF EU 60,792.0 (169.0) (9,473.0)
AMERICAN AIRLINE A1G QT 60,792.0 (169.0) (9,473.0)
AMERICAN AIRLINE AAL* MM 60,792.0 (169.0) (9,473.0)
AMERICAN AIRLINE A1G GR 60,792.0 (169.0) (9,473.0)
AMERICAN AIRLINE AAL US 60,792.0 (169.0) (9,473.0)
AMERICAN AIRLINE AAL1USD EU 60,792.0 (169.0) (9,473.0)
AMERICAN AIRLINE A1G TH 60,792.0 (169.0) (9,473.0)
AMERICAN AIRLINE A1G GZ 60,792.0 (169.0) (9,473.0)
AMERICAN AIRLINE AAL11EUR EU 60,792.0 (169.0) (9,473.0)
AMERICAN AIRLINE AAL AV 60,792.0 (169.0) (9,473.0)
AMERICAN AIRLINE AAL TE 60,792.0 (169.0) (9,473.0)
AMYRIS INC AMRS US 122.7 (200.6) (86.5)
ATLATSA RESOURCE ATL SJ 144.0 (238.4) 6.6
AUTODESK INC ADSK US - (338.3) (395.5)
AUTODESK INC AUD TH - (338.3) (395.5)
AUTODESK INC AUD GR - (338.3) (395.5)
AUTODESK INC ADSKEUR EU - (338.3) (395.5)
AUTODESK INC ADSKUSD EU - (338.3) (395.5)
AUTODESK INC ADSK TE - (338.3) (395.5)
AUTODESK INC ADSK* MM - (338.3) (395.5)
AUTODESK INC AUD QT - (338.3) (395.5)
AUTODESK INC AUD GZ - (338.3) (395.5)
AUTODESK INC ADSK AV - (338.3) (395.5)
AUTOZONE INC AZ5 GR 9,523.6 (1,658.6) (353.8)
AUTOZONE INC AZ5 TH 9,523.6 (1,658.6) (353.8)
AUTOZONE INC AZO US 9,523.6 (1,658.6) (353.8)
AUTOZONE INC AZOUSD EU 9,523.6 (1,658.6) (353.8)
AUTOZONE INC AZOEUR EU 9,523.6 (1,658.6) (353.8)
AUTOZONE INC AZ5 QT 9,523.6 (1,658.6) (353.8)
AVALARA INC AVLR US 311.3 122.2 33.0
AVID TECHNOLOGY AVID US - (174.1) 4.9
AVID TECHNOLOGY AVD GR - (174.1) 4.9
BENEFITFOCUS INC BNFTEUR EU 175.1 (35.6) (13.0)
BENEFITFOCUS INC BNFT US 175.1 (35.6) (13.0)
BENEFITFOCUS INC BTF GR 175.1 (35.6) (13.0)
BIOSCRIP INC MM6 TH - (36.3) 75.9
BIOSCRIP INC BIOS US - (36.3) 75.9
BIOSCRIP INC MM6 GR - (36.3) 75.9
BIOSCRIP INC BIOSUSD EU - (36.3) 75.9
BIOSCRIP INC MM6 QT - (36.3) 75.9
BIOSCRIP INC BIOSEUR EU - (36.3) 75.9
BJ'S WHOLESALE C BJ US 3,465.0 (256.6) (293.8)
BJ'S WHOLESALE C 8BJ GR 3,465.0 (256.6) (293.8)
BJ'S WHOLESALE C 8BJ QT 3,465.0 (256.6) (293.8)
BLUE BIRD CORP BLBD US - (28.3) 1.0
BLUE RIDGE MOUNT BRMR US 1,060.2 (212.5) (62.4)
BOMBARDIER INC-B BBDBN MM 24,269.0 (3,754.0) 93.0
BRINKER INTL EAT US 1,294.8 (855.2) (292.0)
BRINKER INTL BKJ GR 1,294.8 (855.2) (292.0)
BRINKER INTL BKJ QT 1,294.8 (855.2) (292.0)
BRINKER INTL EAT2EUR EU 1,294.8 (855.2) (292.0)
BRP INC/CA-SUB V DOO CN - (381.0) (215.5)
BRP INC/CA-SUB V B15A GR - (381.0) (215.5)
BRP INC/CA-SUB V DOOO US - (381.0) (215.5)
CACTUS INC- A WHD US 565.7 324.9 173.7
CACTUS INC- A 43C GR 565.7 324.9 173.7
CACTUS INC- A WHDEUR EU 565.7 324.9 173.7
CACTUS INC- A 43C QT 565.7 324.9 173.7
CACTUS INC- A 43C GZ 565.7 324.9 173.7
CADIZ INC CDZI US - (79.9) 15.2
CADIZ INC 2ZC GR - (79.9) 15.2
CANNABIS STRAT-A CSA/A CN 136.7 (44.9) (0.5)
CANNABIS STRAT-A CBAQF US 136.7 (44.9) (0.5)
CARDLYTICS INC CDLX US 138.1 51.2 75.1
CARDLYTICS INC CYX TH 138.1 51.2 75.1
CARDLYTICS INC CDLXEUR EU 138.1 51.2 75.1
CARDLYTICS INC CYX QT 138.1 51.2 75.1
CARDLYTICS INC CYX GR 138.1 51.2 75.1
CARDLYTICS INC CYX GZ 138.1 51.2 75.1
CASELLA WASTE WA3 GR 702.8 (5.3) (7.1)
CASELLA WASTE CWST US 702.8 (5.3) (7.1)
CASELLA WASTE CWSTUSD EU 702.8 (5.3) (7.1)
CASELLA WASTE WA3 TH 702.8 (5.3) (7.1)
CASELLA WASTE CWSTEUR EU 702.8 (5.3) (7.1)
CATASYS INC CATS US - (7.7) (0.8)
CDK GLOBAL INC C2G TH 3,090.9 (299.6) 311.4
CDK GLOBAL INC CDKEUR EU 3,090.9 (299.6) 311.4
CDK GLOBAL INC C2G GR 3,090.9 (299.6) 311.4
CDK GLOBAL INC CDK US 3,090.9 (299.6) 311.4
CDK GLOBAL INC C2G QT 3,090.9 (299.6) 311.4
CHESAPEAKE ENERG CHK* MM - (39.0) (1,741.0)
CHOICE HOTELS CHH US - (168.1) (18.9)
CHOICE HOTELS CZH GR - (168.1) (18.9)
CINCINNATI BELL CBB US - (33.9) (95.7)
CINCINNATI BELL CIB1 GR - (33.9) (95.7)
CINCINNATI BELL CBBEUR EU - (33.9) (95.7)
CLEAR CHANNEL-A CCO US - (2,140.0) 284.7
CLEAR CHANNEL-A C7C GR - (2,140.0) 284.7
CLEVELAND-CLIFFS CLF* MM 3,125.0 (86.2) 1,269.9
CLEVELAND-CLIFFS CLF US 3,125.0 (86.2) 1,269.9
CLEVELAND-CLIFFS CVA GR 3,125.0 (86.2) 1,269.9
CLEVELAND-CLIFFS CVA TH 3,125.0 (86.2) 1,269.9
CLEVELAND-CLIFFS CLF2 EU 3,125.0 (86.2) 1,269.9
CLEVELAND-CLIFFS CVA QT 3,125.0 (86.2) 1,269.9
CLEVELAND-CLIFFS CLF2EUR EU 3,125.0 (86.2) 1,269.9
CLEVELAND-CLIFFS CVA GZ 3,125.0 (86.2) 1,269.9
COGENT COMMUNICA OGM1 GR - (125.8) 286.2
COGENT COMMUNICA CCOI US - (125.8) 286.2
COGENT COMMUNICA CCOIUSD EU - (125.8) 286.2
COMMUNITY HEALTH CG5 GR 16,469.0 (635.0) 1,245.0
COMMUNITY HEALTH CYH US 16,469.0 (635.0) 1,245.0
COMMUNITY HEALTH CYH1USD EU 16,469.0 (635.0) 1,245.0
COMMUNITY HEALTH CG5 TH 16,469.0 (635.0) 1,245.0
COMMUNITY HEALTH CYH1EUR EU 16,469.0 (635.0) 1,245.0
COMMUNITY HEALTH CG5 QT 16,469.0 (635.0) 1,245.0
CONVERGEONE HOLD CVON US 1,066.9 (156.7) 13.7
CRESCO LABS INC CRLBF US 0.1 (0.1) (0.1)
CRESCO LABS INC CL CN 0.1 (0.1) (0.1)
CUMULUS MEDIA-A CMLS US 1,809.4 344.5 310.1
DELEK LOGISTICS DKL US - (130.4) 70.4
DELEK LOGISTICS D6L GR - (130.4) 70.4
DENNY'S CORP DENN US 328.8 (110.0) (43.0)
DENNY'S CORP DE8 GR 328.8 (110.0) (43.0)
DENNY'S CORP DENNEUR EU 328.8 (110.0) (43.0)
DINE BRANDS GLOB DIN US 1,649.7 (213.4) 82.5
DINE BRANDS GLOB IHP GR 1,649.7 (213.4) 82.5
DOLLARAMA INC DR3 GR - (216.5) 66.8
DOLLARAMA INC DLMAF US - (216.5) 66.8
DOLLARAMA INC DOL CN - (216.5) 66.8
DOLLARAMA INC DR3 GZ - (216.5) 66.8
DOLLARAMA INC DOLEUR EU - (216.5) 66.8
DOLLARAMA INC DR3 TH - (216.5) 66.8
DOLLARAMA INC DR3 QT - (216.5) 66.8
DOMINO'S PIZZA EZV TH 912.1 (2,973.8) 229.2
DOMINO'S PIZZA EZV GR 912.1 (2,973.8) 229.2
DOMINO'S PIZZA DPZ US 912.1 (2,973.8) 229.2
DOMINO'S PIZZA DPZEUR EU 912.1 (2,973.8) 229.2
DOMINO'S PIZZA DPZUSD EU 912.1 (2,973.8) 229.2
DOMINO'S PIZZA EZV QT 912.1 (2,973.8) 229.2
DRIVEN DELIVERIE DRVD US - (0.1) (0.1)
DUN & BRADSTREET DNB US - (730.1) (291.9)
DUN & BRADSTREET DB5 GR - (730.1) (291.9)
DUN & BRADSTREET DB5 QT - (730.1) (291.9)
DUN & BRADSTREET DNB1EUR EU - (730.1) (291.9)
DUNKIN' BRANDS G 2DB TH 3,354.2 (735.6) 281.9
DUNKIN' BRANDS G DNKN US 3,354.2 (735.6) 281.9
DUNKIN' BRANDS G 2DB GR 3,354.2 (735.6) 281.9
DUNKIN' BRANDS G DNKNEUR EU 3,354.2 (735.6) 281.9
DUNKIN' BRANDS G 2DB QT 3,354.2 (735.6) 281.9
DUNKIN' BRANDS G 2DB GZ 3,354.2 (735.6) 281.9
EGAIN CORP EGAN US - (3.8) (7.3)
EGAIN CORP EGCA GR - (3.8) (7.3)
EGAIN CORP EGANEUR EU - (3.8) (7.3)
EQUILLIUM INC EQ US - (10.4) 2.4
EVERI HOLDINGS I G2C TH - (113.2) 11.5
EVERI HOLDINGS I G2C GR - (113.2) 11.5
EVERI HOLDINGS I EVRI US - (113.2) 11.5
EVERI HOLDINGS I EVRIEUR EU - (113.2) 11.5
EXELA TECHNOLOGI XELAU US - (93.2) (26.8)
EXELA TECHNOLOGI XELA US - (93.2) (26.8)
FRONTDOOR IN FTDR US 1,065.0 (439.0) (115.0)
FRONTDOOR IN 3I5 GR 1,065.0 (439.0) (115.0)
GAMCO INVESTO-A GBL US 118.5 (12.2) -
GOGO INC GOGO US 1,248.5 (261.3) 300.9
GOGO INC G0G TH 1,248.5 (261.3) 300.9
GOGO INC GOGOUSD EU 1,248.5 (261.3) 300.9
GOGO INC GOGOEUR EU 1,248.5 (261.3) 300.9
GOGO INC G0G QT 1,248.5 (261.3) 300.9
GOGO INC G0G GR 1,248.5 (261.3) 300.9
GOLDEN STAR RES GSS US 331.4 (71.3) (91.0)
GOLDEN STAR RES GSC CN 331.4 (71.3) (91.0)
GOLDEN STAR RES GS51 GR 331.4 (71.3) (91.0)
GOLDEN STAR RES GSC1USD EU 331.4 (71.3) (91.0)
GOLDEN STAR RES GS5 GZ 331.4 (71.3) (91.0)
GOLDEN STAR RES GS5 QT 331.4 (71.3) (91.0)
GOLDEN STAR RES GSC1EUR EU 331.4 (71.3) (91.0)
GOOSEHEAD INSU-A GSHD US 31.2 (26.5) -
GOOSEHEAD INSU-A 2OX GR 31.2 (26.5) -
GOOSEHEAD INSU-A GSHDEUR EU 31.2 (26.5) -
GRAFTECH INTERNA EAF US 1,502.7 (1,038.5) 348.0
GRAFTECH INTERNA G6G GR 1,502.7 (1,038.5) 348.0
GRAFTECH INTERNA G6G TH 1,502.7 (1,038.5) 348.0
GRAFTECH INTERNA EAFEUR EU 1,502.7 (1,038.5) 348.0
GRAFTECH INTERNA G6G QT 1,502.7 (1,038.5) 348.0
GRAFTECH INTERNA EAFUSD EU 1,502.7 (1,038.5) 348.0
GREEN PLAINS PAR 8GP GR - (67.4) 2.8
GREEN PLAINS PAR GPP US - (67.4) 2.8
GREENSKY INC-A GSKY US 801.5 (12.2) 358.9
H&R BLOCK INC HRB TH 2,233.3 (31.3) 455.3
H&R BLOCK INC HRB US 2,233.3 (31.3) 455.3
H&R BLOCK INC HRB GR 2,233.3 (31.3) 455.3
H&R BLOCK INC HRBUSD EU 2,233.3 (31.3) 455.3
H&R BLOCK INC HRB QT 2,233.3 (31.3) 455.3
H&R BLOCK INC HRBEUR EU 2,233.3 (31.3) 455.3
HANGER INC HNGR US 675.6 (25.6) 139.7
HCA HEALTHCARE I 2BH TH 39,207.0 (2,918.0) 2,644.0
HCA HEALTHCARE I HCA US 39,207.0 (2,918.0) 2,644.0
HCA HEALTHCARE I 2BH GR 39,207.0 (2,918.0) 2,644.0
HCA HEALTHCARE I HCAUSD EU 39,207.0 (2,918.0) 2,644.0
HCA HEALTHCARE I 2BH QT 39,207.0 (2,918.0) 2,644.0
HCA HEALTHCARE I HCAEUR EU 39,207.0 (2,918.0) 2,644.0
HCA HEALTHCARE I HCA* MM 39,207.0 (2,918.0) 2,644.0
HELIUS MEDICAL T 26H GR 13.3 (4.5) (5.0)
HELIUS MEDICAL T HSM CN 13.3 (4.5) (5.0)
HELIUS MEDICAL T HSDT US 13.3 (4.5) (5.0)
HERBALIFE NUTRIT HLF US - (761.1) 210.5
HERBALIFE NUTRIT HOO GR - (761.1) 210.5
HERBALIFE NUTRIT HLFUSD EU - (761.1) 210.5
HERBALIFE NUTRIT HLFEUR EU - (761.1) 210.5
HERBALIFE NUTRIT HOO QT - (761.1) 210.5
HP COMPANY-BDR HPQB34 BZ 34,622.0 (639.0) (3,744.0)
HP INC HPQ TE 34,622.0 (639.0) (3,744.0)
HP INC HPQ US 34,622.0 (639.0) (3,744.0)
HP INC 7HP TH 34,622.0 (639.0) (3,744.0)
HP INC 7HP GR 34,622.0 (639.0) (3,744.0)
HP INC HPQ* MM 34,622.0 (639.0) (3,744.0)
HP INC HPQUSD SW 34,622.0 (639.0) (3,744.0)
HP INC HPQ AV 34,622.0 (639.0) (3,744.0)
HP INC HPQ CI 34,622.0 (639.0) (3,744.0)
HP INC HWP QT 34,622.0 (639.0) (3,744.0)
HP INC HPQCHF EU 34,622.0 (639.0) (3,744.0)
HP INC HPQUSD EU 34,622.0 (639.0) (3,744.0)
HP INC HPQ SW 34,622.0 (639.0) (3,744.0)
HP INC HPQEUR EU 34,622.0 (639.0) (3,744.0)
HP INC 7HP GZ 34,622.0 (639.0) (3,744.0)
IDEXX LABS IDXX US 1,537.3 (9.2) (116.3)
IDEXX LABS IX1 GR 1,537.3 (9.2) (116.3)
IDEXX LABS IDXX TE 1,537.3 (9.2) (116.3)
IDEXX LABS IX1 QT 1,537.3 (9.2) (116.3)
IDEXX LABS IX1 TH 1,537.3 (9.2) (116.3)
IDEXX LABS IDXX AV 1,537.3 (9.2) (116.3)
IDEXX LABS IX1 GZ 1,537.3 (9.2) (116.3)
INFRASTRUCTURE A IEA US 485.9 (112.5) 30.0
INNOVIVA INC HVE GR 277.7 (108.3) 116.8
INNOVIVA INC INVA US 277.7 (108.3) 116.8
INNOVIVA INC INVAUSD EU 277.7 (108.3) 116.8
INNOVIVA INC HVE TH 277.7 (108.3) 116.8
INNOVIVA INC HVE QT 277.7 (108.3) 116.8
INNOVIVA INC INVAEUR EU 277.7 (108.3) 116.8
INNOVIVA INC HVE GZ 277.7 (108.3) 116.8
INSEEGO CORP INO TH 158.9 (33.3) 29.8
INSEEGO CORP INO QT 158.9 (33.3) 29.8
INSEEGO CORP INSGUSD EU 158.9 (33.3) 29.8
INSEEGO CORP INSG US 158.9 (33.3) 29.8
INSEEGO CORP INSGEUR EU 158.9 (33.3) 29.8
INSEEGO CORP INO GR 158.9 (33.3) 29.8
IRONWOOD PHARMAC I76 TH 416.7 (197.3) 136.0
IRONWOOD PHARMAC IRWD US 416.7 (197.3) 136.0
IRONWOOD PHARMAC I76 GR 416.7 (197.3) 136.0
IRONWOOD PHARMAC IRWDEUR EU 416.7 (197.3) 136.0
IRONWOOD PHARMAC I76 QT 416.7 (197.3) 136.0
ISRAMCO INC ISRL US 114.8 (8.9) (6.1)
ISRAMCO INC IRM GR 114.8 (8.9) (6.1)
ISRAMCO INC ISRLEUR EU 114.8 (8.9) (6.1)
JACK IN THE BOX JACK US 823.4 (591.7) (88.7)
JACK IN THE BOX JBX GR 823.4 (591.7) (88.7)
JACK IN THE BOX JACK1EUR EU 823.4 (591.7) (88.7)
JACK IN THE BOX JBX GZ 823.4 (591.7) (88.7)
JACK IN THE BOX JBX QT 823.4 (591.7) (88.7)
KODIAK SCIENCES KOD US 17.1 (43.8) 6.9
L BRANDS INC LTD GR 7,829.0 (1,312.0) 791.0
L BRANDS INC LB US 7,829.0 (1,312.0) 791.0
L BRANDS INC LTD TH 7,829.0 (1,312.0) 791.0
L BRANDS INC LBUSD EU 7,829.0 (1,312.0) 791.0
L BRANDS INC LBEUR EU 7,829.0 (1,312.0) 791.0
L BRANDS INC LB* MM 7,829.0 (1,312.0) 791.0
L BRANDS INC LTD QT 7,829.0 (1,312.0) 791.0
LAMB WESTON LW-WUSD EU 3,052.5 (167.1) 437.8
LAMB WESTON LW US 3,052.5 (167.1) 437.8
LAMB WESTON LW-WEUR EU 3,052.5 (167.1) 437.8
LAMB WESTON 0L5 GR 3,052.5 (167.1) 437.8
LAMB WESTON 0L5 TH 3,052.5 (167.1) 437.8
LAMB WESTON 0L5 QT 3,052.5 (167.1) 437.8
LENNOX INTL INC LII US 1,910.8 (86.8) 496.7
LENNOX INTL INC LXI GR 1,910.8 (86.8) 496.7
LENNOX INTL INC LXI TH 1,910.8 (86.8) 496.7
LENNOX INTL INC LII* MM 1,910.8 (86.8) 496.7
LENNOX INTL INC LII1EUR EU 1,910.8 (86.8) 496.7
LEXICON PHARMACE LX31 GR 310.2 (29.4) 129.9
LEXICON PHARMACE LXRX US 310.2 (29.4) 129.9
LEXICON PHARMACE LXRXUSD EU 310.2 (29.4) 129.9
LEXICON PHARMACE LX31 QT 310.2 (29.4) 129.9
LEXICON PHARMACE LXRXEUR EU 310.2 (29.4) 129.9
MCDONALDS - BDR MCDC34 BZ 32,811.2 (6,258.4) 1,079.7
MCDONALDS CORP MCD SW 32,811.2 (6,258.4) 1,079.7
MCDONALDS CORP MCD US 32,811.2 (6,258.4) 1,079.7
MCDONALDS CORP MDO GR 32,811.2 (6,258.4) 1,079.7
MCDONALDS CORP MCD* MM 32,811.2 (6,258.4) 1,079.7
MCDONALDS CORP MCD TE 32,811.2 (6,258.4) 1,079.7
MCDONALDS CORP MDO TH 32,811.2 (6,258.4) 1,079.7
MCDONALDS CORP MCDUSD SW 32,811.2 (6,258.4) 1,079.7
MCDONALDS CORP MCD CI 32,811.2 (6,258.4) 1,079.7
MCDONALDS CORP MDO QT 32,811.2 (6,258.4) 1,079.7
MCDONALDS CORP MCDCHF EU 32,811.2 (6,258.4) 1,079.7
MCDONALDS CORP MCDUSD EU 32,811.2 (6,258.4) 1,079.7
MCDONALDS CORP MCDEUR EU 32,811.2 (6,258.4) 1,079.7
MCDONALDS CORP MDO GZ 32,811.2 (6,258.4) 1,079.7
MCDONALDS CORP MCD AV 32,811.2 (6,258.4) 1,079.7
MCDONALDS-CEDEAR MCD AR 32,811.2 (6,258.4) 1,079.7
MEDICINES COMP MDCO US 733.7 (26.6) 109.5
MEDICINES COMP MZN GR 733.7 (26.6) 109.5
MEDICINES COMP MZN QT 733.7 (26.6) 109.5
MEDICINES COMP MZN TH 733.7 (26.6) 109.5
MEDICINES COMP MDCOUSD EU 733.7 (26.6) 109.5
MEDICINES COMP MZN GZ 733.7 (26.6) 109.5
MICHAELS COS INC MIK US - (1,789.9) 400.0
MICHAELS COS INC MIM GR - (1,789.9) 400.0
MOTOROLA SOLUTIO MOT TE - (1,395.0) 576.0
MOTOROLA SOLUTIO MSI US - (1,395.0) 576.0
MOTOROLA SOLUTIO MTLA TH - (1,395.0) 576.0
MOTOROLA SOLUTIO MTLA QT - (1,395.0) 576.0
MOTOROLA SOLUTIO MTLA GR - (1,395.0) 576.0
MOTOROLA SOLUTIO MSI1EUR EU - (1,395.0) 576.0
MOTOROLA SOLUTIO MTLA GZ - (1,395.0) 576.0
MSG NETWORKS- A MSGN US - (610.2) 185.7
MSG NETWORKS- A 1M4 QT - (610.2) 185.7
MSG NETWORKS- A MSGNEUR EU - (610.2) 185.7
MSG NETWORKS- A 1M4 TH - (610.2) 185.7
MSG NETWORKS- A 1M4 GR - (610.2) 185.7
NATHANS FAMOUS NATH US 91.2 (71.6) 70.7
NATHANS FAMOUS NFA GR 91.2 (71.6) 70.7
NATIONAL CINEMED NCMI US 1,120.0 (90.4) 89.4
NATIONAL CINEMED XWM GR 1,120.0 (90.4) 89.4
NATIONAL CINEMED NCMIEUR EU 1,120.0 (90.4) 89.4
NAVISTAR INTL IHR TH 7,230.0 (3,926.0) 1,329.0
NAVISTAR INTL NAV US 7,230.0 (3,926.0) 1,329.0
NAVISTAR INTL IHR GR 7,230.0 (3,926.0) 1,329.0
NAVISTAR INTL NAVEUR EU 7,230.0 (3,926.0) 1,329.0
NAVISTAR INTL NAVUSD EU 7,230.0 (3,926.0) 1,329.0
NAVISTAR INTL IHR QT 7,230.0 (3,926.0) 1,329.0
NAVISTAR INTL IHR GZ 7,230.0 (3,926.0) 1,329.0
NEW ENG RLTY-LP NEN US - (36.1) -
NII HOLDINGS INC NJJA TH - (187.0) 203.5
NII HOLDINGS INC NJJA QT - (187.0) 203.5
NII HOLDINGS INC NIHDEUR EU - (187.0) 203.5
NII HOLDINGS INC NIHD US - (187.0) 203.5
NII HOLDINGS INC NJJA GR - (187.0) 203.5
NRG ENERGY NRA GR 11,450.0 (917.0) 1,562.0
NRG ENERGY NRA TH 11,450.0 (917.0) 1,562.0
NRG ENERGY NRG US 11,450.0 (917.0) 1,562.0
NRG ENERGY NRG1USD EU 11,450.0 (917.0) 1,562.0
NRG ENERGY NRA QT 11,450.0 (917.0) 1,562.0
NRG ENERGY NRGEUR EU 11,450.0 (917.0) 1,562.0
OMEROS CORP OMER US 75.6 (89.0) 41.4
OMEROS CORP 3O8 GR 75.6 (89.0) 41.4
OMEROS CORP OMERUSD EU 75.6 (89.0) 41.4
OMEROS CORP 3O8 TH 75.6 (89.0) 41.4
OMEROS CORP OMEREUR EU 75.6 (89.0) 41.4
ONDAS HOLDINGS I ONDS US 1.2 (9.9) (9.8)
OPTIVA INC OPT CN 130.8 (30.3) 16.4
OPTIVA INC RKNEF US 130.8 (30.3) 16.4
OPTIVA INC RE6 GR 130.8 (30.3) 16.4
OPTIVA INC 3230510Q EU 130.8 (30.3) 16.4
OPTIVA INC RKNEUR EU 130.8 (30.3) 16.4
PAPA JOHN'S INTL PZZA US 551.2 (268.7) (11.4)
PAPA JOHN'S INTL PP1 GR 551.2 (268.7) (11.4)
PAPA JOHN'S INTL PZZAEUR EU 551.2 (268.7) (11.4)
PHILIP MORRIS IN PM1 EU 39,380.0 (9,942.0) 2,939.0
PHILIP MORRIS IN 4I1 GR 39,380.0 (9,942.0) 2,939.0
PHILIP MORRIS IN PM US 39,380.0 (9,942.0) 2,939.0
PHILIP MORRIS IN PM1CHF EU 39,380.0 (9,942.0) 2,939.0
PHILIP MORRIS IN 4I1 TH 39,380.0 (9,942.0) 2,939.0
PHILIP MORRIS IN PM1 TE 39,380.0 (9,942.0) 2,939.0
PHILIP MORRIS IN PM1EUR EU 39,380.0 (9,942.0) 2,939.0
PHILIP MORRIS IN PMI SW 39,380.0 (9,942.0) 2,939.0
PHILIP MORRIS IN PMOR AV 39,380.0 (9,942.0) 2,939.0
PHILIP MORRIS IN 4I1 QT 39,380.0 (9,942.0) 2,939.0
PHILIP MORRIS IN PMI EB 39,380.0 (9,942.0) 2,939.0
PHILIP MORRIS IN PMI1 IX 39,380.0 (9,942.0) 2,939.0
PHILIP MORRIS IN 4I1 GZ 39,380.0 (9,942.0) 2,939.0
PLANET FITNESS-A PLNT1USD EU - (110.1) 540.5
PLANET FITNESS-A PLNT US - (110.1) 540.5
PLANET FITNESS-A 3PL TH - (110.1) 540.5
PLANET FITNESS-A 3PL GR - (110.1) 540.5
PLANET FITNESS-A 3PL QT - (110.1) 540.5
PLANET FITNESS-A PLNT1EUR EU - (110.1) 540.5
PLURALSIGHT IN-A PS US 421.6 226.3 86.3
PRIORITY TECHNOL PRTHU US 327.3 (82.4) 24.0
PRIORITY TECHNOL PRTH US 327.3 (82.4) 24.0
QUEBECOR INC-A QBR/A CN - (226.6) (1,081.3)
QUEBECOR INC-B QB3 GR - (226.6) (1,081.3)
QUEBECOR INC-B QBCRF US - (226.6) (1,081.3)
QUEBECOR INC-B QBR/B CN - (226.6) (1,081.3)
RESOLUTE ENERGY REN US - (94.8) (193.8)
RESOLUTE ENERGY R21 GR - (94.8) (193.8)
RESOLUTE ENERGY R21 TH - (94.8) (193.8)
RESOLUTE ENERGY R21A QT - (94.8) (193.8)
RESOLUTE ENERGY RENEUR EU - (94.8) (193.8)
RESVERLOGIX CORP RVX CN 12.6 (155.8) (69.1)
REVLON INC-A RVL1 GR - (988.2) 45.7
REVLON INC-A REV US - (988.2) 45.7
REVLON INC-A RVL1 TH - (988.2) 45.7
REVLON INC-A REVEUR EU - (988.2) 45.7
RIMINI STREET IN RMNI US - (152.2) (124.2)
ROSETTA STONE IN RS8 GR - (9.1) (68.2)
ROSETTA STONE IN RST US - (9.1) (68.2)
ROSETTA STONE IN RST1EUR EU - (9.1) (68.2)
RR DONNELLEY & S DLLN TH 3,698.0 (219.5) 635.1
RR DONNELLEY & S DLLN GR 3,698.0 (219.5) 635.1
RR DONNELLEY & S RRD US 3,698.0 (219.5) 635.1
RR DONNELLEY & S RRDUSD EU 3,698.0 (219.5) 635.1
RR DONNELLEY & S RRDEUR EU 3,698.0 (219.5) 635.1
SALLY BEAUTY HOL S7V GR 2,097.4 (268.6) 663.9
SALLY BEAUTY HOL SBH US 2,097.4 (268.6) 663.9
SALLY BEAUTY HOL SBHEUR EU 2,097.4 (268.6) 663.9
SANCHEZ ENERGY C SN* MM - (80.0) (37.1)
SBA COMM CORP 4SB GR - (3,145.1) 62.2
SBA COMM CORP SBAC US - (3,145.1) 62.2
SBA COMM CORP SBACUSD EU - (3,145.1) 62.2
SBA COMM CORP SBJ TH - (3,145.1) 62.2
SBA COMM CORP SBACEUR EU - (3,145.1) 62.2
SBA COMM CORP 4SB GZ - (3,145.1) 62.2
SCIENTIFIC GAMES SGMS US 7,528.9 (2,618.6) 237.4
SCIENTIFIC GAMES SGMSUSD EU 7,528.9 (2,618.6) 237.4
SCIENTIFIC GAMES TJW GR 7,528.9 (2,618.6) 237.4
SCIENTIFIC GAMES TJW TH 7,528.9 (2,618.6) 237.4
SCIENTIFIC GAMES TJW GZ 7,528.9 (2,618.6) 237.4
SEALED AIR CORP SDA GR - (445.7) 28.8
SEALED AIR CORP SEE US - (445.7) 28.8
SEALED AIR CORP SEE1EUR EU - (445.7) 28.8
SEALED AIR CORP SDA TH - (445.7) 28.8
SEALED AIR CORP SDA QT - (445.7) 28.8
SERES THERAPEUTI MCRB1EUR EU - (30.6) 40.4
SERES THERAPEUTI 1S9 GR - (30.6) 40.4
SERES THERAPEUTI MCRB US - (30.6) 40.4
SHELL MIDSTREAM 49M QT 1,898.7 (283.2) 212.4
SHELL MIDSTREAM 49M GR 1,898.7 (283.2) 212.4
SHELL MIDSTREAM 49M TH 1,898.7 (283.2) 212.4
SHELL MIDSTREAM SHLX US 1,898.7 (283.2) 212.4
SI-BONE INC 2K3 GZ 28.4 (20.9) 15.9
SI-BONE INC 2K3 GR 28.4 (20.9) 15.9
SI-BONE INC SIBN US 28.4 (20.9) 15.9
SINO UNITED WORL SUIC US 0.1 (0.1) (0.1)
SIRIUS XM HOLDIN SIRI US 8,172.7 (1,816.9) (2,324.4)
SIRIUS XM HOLDIN RDO GR 8,172.7 (1,816.9) (2,324.4)
SIRIUS XM HOLDIN RDO TH 8,172.7 (1,816.9) (2,324.4)
SIRIUS XM HOLDIN SIRIUSD EU 8,172.7 (1,816.9) (2,324.4)
SIRIUS XM HOLDIN SIRI TE 8,172.7 (1,816.9) (2,324.4)
SIRIUS XM HOLDIN RDO QT 8,172.7 (1,816.9) (2,324.4)
SIRIUS XM HOLDIN SIRIEUR EU 8,172.7 (1,816.9) (2,324.4)
SIRIUS XM HOLDIN RDO GZ 8,172.7 (1,816.9) (2,324.4)
SIRIUS XM HOLDIN SIRI AV 8,172.7 (1,816.9) (2,324.4)
SIX FLAGS ENTERT SIX US - (1.2) (54.8)
SIX FLAGS ENTERT 6FE GR - (1.2) (54.8)
SIX FLAGS ENTERT SIXEUR EU - (1.2) (54.8)
SIX FLAGS ENTERT SIXUSD EU - (1.2) (54.8)
SLEEP NUMBER COR SL2 GR 470.1 (54.4) (280.6)
SLEEP NUMBER COR SNBR US 470.1 (54.4) (280.6)
SLEEP NUMBER COR SNBREUR EU 470.1 (54.4) (280.6)
STARBUCKS CORP SRB GR 19,981.3 (2,878.8) 2,248.8
STARBUCKS CORP SRB TH 19,981.3 (2,878.8) 2,248.8
STARBUCKS CORP SBUX* MM 19,981.3 (2,878.8) 2,248.8
STARBUCKS CORP SBUX US 19,981.3 (2,878.8) 2,248.8
STARBUCKS CORP SBUX IM 19,981.3 (2,878.8) 2,248.8
STARBUCKS CORP SBUX PE 19,981.3 (2,878.8) 2,248.8
STARBUCKS CORP SBUXUSD SW 19,981.3 (2,878.8) 2,248.8
STARBUCKS CORP SBUXUSD EU 19,981.3 (2,878.8) 2,248.8
STARBUCKS CORP SBUX CI 19,981.3 (2,878.8) 2,248.8
STARBUCKS CORP SRB QT 19,981.3 (2,878.8) 2,248.8
STARBUCKS CORP SBUXCHF EU 19,981.3 (2,878.8) 2,248.8
STARBUCKS CORP SBUX SW 19,981.3 (2,878.8) 2,248.8
STARBUCKS CORP SRB GZ 19,981.3 (2,878.8) 2,248.8
STARBUCKS CORP SBUX AV 19,981.3 (2,878.8) 2,248.8
STARBUCKS CORP SBUX TE 19,981.3 (2,878.8) 2,248.8
STARBUCKS CORP SBUXEUR EU 19,981.3 (2,878.8) 2,248.8
STARBUCKS-BDR SBUB34 BZ 19,981.3 (2,878.8) 2,248.8
TAUBMAN CENTERS TU8 GR - (238.6) -
TAUBMAN CENTERS TCO US - (238.6) -
TENABLE HOLDINGS 0ZC0 LI - 132.6 161.0
TENABLE HOLDINGS TENB US - 132.6 161.0
TENABLE HOLDINGS TE7 GR - 132.6 161.0
TENABLE HOLDINGS TE7 GZ - 132.6 161.0
TENABLE HOLDINGS TE7 TH - 132.6 161.0
TENABLE HOLDINGS TE7 QT - 132.6 161.0
TESARO INC TSRO US 710.8 (130.8) 457.9
TESARO INC TSROUSD EU 710.8 (130.8) 457.9
TESARO INC T8S QT 710.8 (130.8) 457.9
TESARO INC TSROEUR EU 710.8 (130.8) 457.9
TESARO INC T8S GR 710.8 (130.8) 457.9
TESARO INC T8S TH 710.8 (130.8) 457.9
TOWN SPORTS INTE CLUB US - (75.4) (16.8)
TRANSDIGM GROUP TDG US 12,197.5 (1,808.5) 2,756.9
TRANSDIGM GROUP T7D GR 12,197.5 (1,808.5) 2,756.9
TRANSDIGM GROUP T7D TH 12,197.5 (1,808.5) 2,756.9
TRANSDIGM GROUP TDGUSD EU 12,197.5 (1,808.5) 2,756.9
TRANSDIGM GROUP T7D QT 12,197.5 (1,808.5) 2,756.9
TRANSDIGM GROUP TDGEUR EU 12,197.5 (1,808.5) 2,756.9
TRIUMPH GROUP TG7 GR 3,375.4 (238.1) 382.1
TRIUMPH GROUP TGI US 3,375.4 (238.1) 382.1
TRIUMPH GROUP TGIEUR EU 3,375.4 (238.1) 382.1
TRULIEVE CANNABI TCNNF US - (0.2) (0.2)
TRULIEVE CANNABI TRUL CN - (0.2) (0.2)
TUPPERWARE BRAND TUP GR 1,306.0 (243.1) (119.4)
TUPPERWARE BRAND TUP US 1,306.0 (243.1) (119.4)
TUPPERWARE BRAND TUP1USD EU 1,306.0 (243.1) (119.4)
TUPPERWARE BRAND TUP QT 1,306.0 (243.1) (119.4)
TUPPERWARE BRAND TUP GZ 1,306.0 (243.1) (119.4)
TUPPERWARE BRAND TUP TH 1,306.0 (243.1) (119.4)
TUPPERWARE BRAND TUP1EUR EU 1,306.0 (243.1) (119.4)
UNISYS CORP USY1 TH 2,328.0 (1,203.8) 365.0
UNISYS CORP USY1 GR 2,328.0 (1,203.8) 365.0
UNISYS CORP UIS US 2,328.0 (1,203.8) 365.0
UNISYS CORP UIS1 SW 2,328.0 (1,203.8) 365.0
UNISYS CORP UISEUR EU 2,328.0 (1,203.8) 365.0
UNISYS CORP USY1 GZ 2,328.0 (1,203.8) 365.0
UNISYS CORP USY1 QT 2,328.0 (1,203.8) 365.0
UNITI GROUP INC UNIT US - (1,319.4) -
UNITI GROUP INC 8XC GR - (1,319.4) -
VALVOLINE INC VVV US 1,854.0 (358.0) 314.0
VALVOLINE INC 0V4 GR 1,854.0 (358.0) 314.0
VALVOLINE INC 0V4 TH 1,854.0 (358.0) 314.0
VALVOLINE INC VVVEUR EU 1,854.0 (358.0) 314.0
VALVOLINE INC 0V4 QT 1,854.0 (358.0) 314.0
VANTAGE DRILL-UT VTGGF US 1,033.3 (12.5) 222.0
VECTOR GROUP LTD VGR US 1,346.9 (472.4) 137.6
VECTOR GROUP LTD VGR GR 1,346.9 (472.4) 137.6
VECTOR GROUP LTD VGREUR EU 1,346.9 (472.4) 137.6
VECTOR GROUP LTD VGRUSD EU 1,346.9 (472.4) 137.6
VECTOR GROUP LTD VGR QT 1,346.9 (472.4) 137.6
VERISIGN INC VRS GR 1,884.6 (1,401.1) 322.3
VERISIGN INC VRSN US 1,884.6 (1,401.1) 322.3
VERISIGN INC VRS TH 1,884.6 (1,401.1) 322.3
VERISIGN INC VRSN* MM 1,884.6 (1,401.1) 322.3
VERISIGN INC VRSNUSD EU 1,884.6 (1,401.1) 322.3
VERISIGN INC VRS QT 1,884.6 (1,401.1) 322.3
VERISIGN INC VRSNEUR EU 1,884.6 (1,401.1) 322.3
VERISIGN INC VRS GZ 1,884.6 (1,401.1) 322.3
W&T OFFSHORE INC UWV GR - (459.8) 43.2
W&T OFFSHORE INC WTI US - (459.8) 43.2
W&T OFFSHORE INC WTI1EUR EU - (459.8) 43.2
WAYFAIR INC- A W US 1,299.6 (312.2) (239.1)
WAYFAIR INC- A 1WF GR 1,299.6 (312.2) (239.1)
WAYFAIR INC- A WEUR EU 1,299.6 (312.2) (239.1)
WAYFAIR INC- A 1WF QT 1,299.6 (312.2) (239.1)
WEIGHT WATCHERS WW6 GR - (841.3) 24.1
WEIGHT WATCHERS WTW US - (841.3) 24.1
WEIGHT WATCHERS WTWUSD EU - (841.3) 24.1
WEIGHT WATCHERS WTW AV - (841.3) 24.1
WEIGHT WATCHERS WTWEUR EU - (841.3) 24.1
WEIGHT WATCHERS WW6 QT - (841.3) 24.1
WEIGHT WATCHERS WW6 TH - (841.3) 24.1
WEIGHT WATCHERS WW6 GZ - (841.3) 24.1
WESTERN UNIO-BDR WUNI34 BZ 8,989.6 (415.3) (902.5)
WESTERN UNION W3U TH 8,989.6 (415.3) (902.5)
WESTERN UNION W3U GR 8,989.6 (415.3) (902.5)
WESTERN UNION WU US 8,989.6 (415.3) (902.5)
WESTERN UNION WUUSD EU 8,989.6 (415.3) (902.5)
WESTERN UNION W3U QT 8,989.6 (415.3) (902.5)
WESTERN UNION WUEUR EU 8,989.6 (415.3) (902.5)
WESTERN UNION W3U GZ 8,989.6 (415.3) (902.5)
WIDEOPENWEST INC WOW US - (399.3) (68.5)
WIDEOPENWEST INC WU5 GR - (399.3) (68.5)
WIDEOPENWEST INC WU5 QT - (399.3) (68.5)
WIDEOPENWEST INC WOW1EUR EU - (399.3) (68.5)
WINGSTOP INC WING1EUR EU 127.8 (136.3) (5.7)
WINGSTOP INC WING US 127.8 (136.3) (5.7)
WINGSTOP INC EWG GR 127.8 (136.3) (5.7)
WINMARK CORP WINA US - (11.7) 7.5
WINMARK CORP GBZ GR - (11.7) 7.5
WORKIVA INC WK US 200.4 (12.3) (18.4)
WORKIVA INC 0WKA GR 200.4 (12.3) (18.4)
WORKIVA INC WKEUR EU 200.4 (12.3) (18.4)
WYNDHAM DESTINAT WD5 TH 7,132.0 (509.0) (86.0)
WYNDHAM DESTINAT WD5 GR 7,132.0 (509.0) (86.0)
WYNDHAM DESTINAT WYND US 7,132.0 (509.0) (86.0)
WYNDHAM DESTINAT WYNUSD EU 7,132.0 (509.0) (86.0)
WYNDHAM DESTINAT WD5 QT 7,132.0 (509.0) (86.0)
WYNDHAM DESTINAT WYNEUR EU 7,132.0 (509.0) (86.0)
YELLOW PAGES LTD Y CN - (145.7) 81.2
YETI HOLDINGS IN 1YN GR 502.6 (37.2) 98.7
YETI HOLDINGS IN 1YN TH 502.6 (37.2) 98.7
YETI HOLDINGS IN 1YN QT 502.6 (37.2) 98.7
YETI HOLDINGS IN YETI US 502.6 (37.2) 98.7
YRC WORLDWIDE IN YEL1 GR 1,617.1 (301.2) 168.5
YRC WORLDWIDE IN YRCW US 1,617.1 (301.2) 168.5
YRC WORLDWIDE IN YRCWUSD EU 1,617.1 (301.2) 168.5
YRC WORLDWIDE IN YEL1 QT 1,617.1 (301.2) 168.5
YRC WORLDWIDE IN YRCWEUR EU 1,617.1 (301.2) 168.5
YRC WORLDWIDE IN YEL1 TH 1,617.1 (301.2) 168.5
YUM! BRANDS INC TGR TH - (7,458.0) (25.0)
YUM! BRANDS INC TGR GR - (7,458.0) (25.0)
YUM! BRANDS INC YUM US - (7,458.0) (25.0)
YUM! BRANDS INC YUMUSD SW - (7,458.0) (25.0)
YUM! BRANDS INC YUMUSD EU - (7,458.0) (25.0)
YUM! BRANDS INC YUMEUR EU - (7,458.0) (25.0)
YUM! BRANDS INC TGR QT - (7,458.0) (25.0)
YUM! BRANDS INC YUMCHF EU - (7,458.0) (25.0)
YUM! BRANDS INC YUM SW - (7,458.0) (25.0)
YUM! BRANDS INC TGR GZ - (7,458.0) (25.0)
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors.
Copyright 2019. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers. Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.
The TCR subscription rate is $975 for 6 months delivered via
e-mail. Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each. For subscription information, contact Peter A.
Chapman at 215-945-7000.
*** End of Transmission ***