/raid1/www/Hosts/bankrupt/TCR_Public/190325.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Monday, March 25, 2019, Vol. 23, No. 83
Headlines
3C'S BLESSING: Case Summary & 20 Largest Unsecured Creditors
4L TECHNOLOGIES: S&P Raises ICR to 'B' on Debt Reduction
A GREENER GLOBE: Unsecureds to Recoup 5%-10% Under Liquidation Plan
ACHAOGEN INC: Robert Duggan Has 9.1% Stake as of March 20
ADDISON GROUP: Moody's Assigns 'B2' CFR & Rates 1st Lien Loan 'B2'
ADVANCED INTEGRATION: Moody's Cuts CFR to B2, Outlook Stable
ADVANCED SPORTS: Has Authority to Retain Gordon to Liquidate FF&E
ANASTASIOS SMALIS: Sale of 50% Interest in 9 Pittsburgh Parcels OKd
ARBORSCAPE INC: Unsecured Creditors' Distribution Increased to 73%
ASPEN MANOR: April 16 Hearing on Disclosure Statement
ATLAS STONE: Case Summary & 20 Largest Unsecured Creditors
AVADEL SPECIALTY: April 3 Auction of Assets Set
BLACK RIDGE: Reports $344,000 Net Loss in 2018
BRAVEHEART REAL: Case Summary & 5 Unsecured Creditors
CAFE SERVICE: Case Summary & Largest Unsecured Creditors
CAH ACQUISITION: Case Summary & 20 Largest Unsecured Creditors
CARROLS RESTAURANT: S&P Ups ICR to 'B' on Improved Operating Scale
CAVISTON INC: Case Summary & 20 Largest Unsecured Creditors
CHARIOTS OF HIRE: Taps Scott Law Group as Legal Counsel
CHURCHILL DOWNS: Moody's Rates New $600MM Sr. Unsec. Notes Ba3
COAST TO COAST: Taps Levene Neale as Legal Counsel
CONSOLIDATED INFRASTRUCTURE: Taps Omni as Administrative Agent
CONSOLIDATED INFRASTRUCTURE: Taps Richards Layton as Legal Counsel
CORNERSTAR WINE: Case Summary & 20 Largest Unsecured Creditors
CROSSROADS FAMILY: Unsecureds to Get 1% Distribution Under Plan
CURO GROUP: S&P Affirms 'B-' ICR on Expected Leverage Stability
DECOR HOLDINGS: Files Chapter 11 Plan of Liquidation
DIGITAL REALTY: Fitch Rates $200MM Class K Preferred Stock 'BB+'
EDWARD'S BODY: Taps Lionel Bryan as Special Counsel
EMERALD ISLES: Time of April 18 Hearing Moved to 2:45 P.M.
EQUINIX INC: Fitch Raises IDR to 'BB+'; Outlook Positive
EVEN STEVENS: Case Summary & 20 Largest Unsecured Creditors
EYEPOINT PHARMACEUTICALS: Had $44.7M Loss for 2nd Half of 2018
FAIRGROUNDS PROPERTIES: Unsecureds to Get Full Payment Over 5 Years
FARWEST PUMP: Committee Modifies Treatment of D. Leonard Claim
FLOYD E. SQUIRES: Examiner's $317K Sale of Eureka Property Approved
FREEDOM MORTGAGE: Fitch to Rate $250MM Sr. Unsec. Notes 'B+(EXP)'
GARY STANIS: NRG Offers $1.7M for Two Gibsonton Properties
GO DADDY: S&P Affirms 'BB-' Issuer Credit Rating, Outlook Positive
GRANT STREET: Judge Denies Extension of Exclusive Filing Period
GRESHAM & GRAHAM: Case Summary & 7 Unsecured Creditors
HORIZON GLOBAL: S&P Affirms 'CCC' ICR, Off CreditWatch Negative
HORIZON PHARMA USA: Moody's Hikes CFR to Ba3, Outlook Stable
HOSNER HOLDINGS: Unsecureds' Recovery Unknown Under Plan
ILLINOIS FINANCE: Fitch Withdraws BB Ratings on 2009 Revenue Bonds
IMERYS TALC: Robinson & Cole, Willkie Farr Represent Tort Claimants
INTERNATIONAL RESTAURANT: Case Summary & Top Unsecured Creditors
JAGUAR HEALTH: Will Issue $5.5-Mil. Notes for Working Capital
JAMES CANDY: $15K Sale of Surplus Trade Fixtures to Shiver's OK'd
JERRY BRYANT TV: Case Summary & 20 Largest Unsecured Creditors
JONES ENERGY: Fitch Lowers LT Issuer Default Rating to 'C'
JOSEPH HEATH: $375K Sale of Alexandria Condo Unit 21 Approved
JOSEPH HEATH: $590K Sale of Alexandria Property Approved
JTJ RESTAURANTS: Seeks to Hire Brian McMahon as Legal Counsel
KADMON HOLDINGS: Susan Wiviott Will Step Down from Board
KENNETH HOOD: $200K Sale of Cleveland Property to the City Approved
KENNETH HOOD: $615K Sale of Bolivar Property to Simcox Approved
KODIAK GAS: Moody's Assigns B3 CFR & Rates $400MM Unsec. Notes Caa2
LAT REALTY: May 14 Plan Confirmation Hearing
MARWA ENTERPRISES: Seeks to Hire Kelly B. Mathis as Special Counsel
MATUSOW OFFICES: Case Summary & 8 Unsecured Creditors
MCP REAL ESTATE: $325K Sale of 7-Acre Clarksburg Parcel Approved
MICHAEL HANCOCK: $1K Sale of Petal Parcel to the City Approved
MID-ATLANTIC ENERGY: Files Chapter 11 Plan of Liquidation
MIDICI GROUP: April 4 Hearing on Disclosure Statement Approval
MIKE & HENRY: Taps Inland Real Estate as Real Estate Broker
MONSTER CONCRETE: Proposed Online Sale of Equipment Approved
MURPHY OIL: Fitch Affirms 'BB+' IDR; Outlook Remains Stable
NEOVASC INC: Reports Q4 and Fiscal Year 2018 Financial Results
NOBLE REY: JPMorgan Objects to Disclosure Statement
OUTLOOK THERAPEUTICS: Amends Prospectus on $50 Million Stock Sale
OXBRIDGE COINS: Judge Denies Extension of Exclusive Filing Period
PATRIOT PEST: Taps Cooper Law Firm as Legal Counsel
PEORIA DAY SURGERY: Taps SMP to Provide Management Services
PERILLON SOFTWARE: Case Summary & 20 Largest Unsecured Creditors
PUGLIA ENGINEERING: Committee Taps Bast Amron as Special Counsel
QUALITY CONSTRUCTION: Gets Approval to Hire Valuation Expert
ROYAL EXPRESS: Seeks to Hire M. Jones and Associates as Counsel
SABRE INDUSTRIES: Moody's Assigns Initial B2 CFR, Outlook Stable
SABRE INDUSTRIES: S&P Affirms 'B' ICR on Sale to New Sponsor
SALLE FAMILY: $515K Sale of Newland Property to Managing Member OKd
SAM KANE BEEF: $425K Sale of Corpus Christi Property to Circle OK'd
SCRIPPS (E.W.): Moody's Lowers CFR to B1 & Alters Outlook to Stable
SG PROPERTY: Taps Jeffrey M. Sherman as Legal Counsel
SHEPPARD AND SON: $15K Sale of Cordele Property to Fields Approved
SILISTEN TRADING: Chapter 15 Case Summary
SKIN PC: Taps Kutner Brinen as Legal Counsel
SNEEDCREST APARTMENTS: Clear Buying Kankakee Property for $1M
SOVRANO LLC: Taps Haynes and Boone as Special Counsel
STARLINE FLIGHT: April 18 Plan Confirmation Status Conference
STEADYSERV TECHNOLOGIES: Taps Jacobson Hile as Legal Counsel
SYNEOS HEALTH: Moody's Rates New Sr. Sec. Credit Facilities Ba3
TATE'S AUTO CENTER: Seeks to Hire Fennemore Craig as Legal Counsel
TEPPANYAKI BOX: Seeks to Hire Kimel Law as Legal Counsel
TRANS WORLD: Court Approves Disclosure Statement, Confirms Plan
TRIDENT LS: S&P Affirms 'B' Issuer Credit Rating, Outlook Stable
TSS ATLANTA: Taps Cooper Law Firm as Legal Counsel
VANGUARD HEALTH: Case Summary & 15 Unsecured Creditors
VETERANS HOUSING: Seeks to Hire Hunter Parker as Legal Counsel
VIDANGEL INC: Seeks Approval to Hire Consulting Expert
VISTA RIDGE: Seeks to Hire McNamee Hosea as Conflicts Counsel
VISTA RIDGE: Taps Community Management as Property Manager
WEIGHT WATCHERS: Moody's Alters Outlook to Neg. & Affirms Ba3 CFR
WILLIAM ABRAHAM: Trustee Selling El Paso Property for $350K
WOOD DUCK INN: Taps RLC P.A. as Legal Counsel
WORLD SYSTEMS: Seeks to Hire David Gernsbacher as Special Counsel
WORLD SYSTEMS: Seeks to Hire Lewis Landau as Bankruptcy Attorney
XEROX CORP: Fitch Lowers Long-Term Ratings to 'BB', On Watch Neg.
[^] BOND PRICING: For the Week from March 18 to 22, 2019
*********
3C'S BLESSING: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: 3C's Blessing, Inc.
d/b/a Little Ceasars
dba Little Caesars Pizza
PO Box 597
Bronx, NY 10452
Business Description: Little Ceasars is a pizza chain
headquartered in Bronx, New York.
Chapter 11 Petition Date: March 21, 2019
Court: United States Bankruptcy Court
Southern District of New York (Manhattan)
Case No.: 19-10830
Debtor's Counsel: Todd S. Cushner, Esq.
CUSHNER & ASSOCIATES, P.C.
399 Knollwood Road, Suite 205
White Plains, NY 10603
Tel: (914) 600-5502
Fax: (914) 600-5544
E-mail: todd@cushnerlegal.com
Total Assets: $357,482
Total Liabilities: $1,210,915
The petition was signed by Adegboyega Otufale, president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at:
http://bankrupt.com/misc/nysb19-10830.pdf
4L TECHNOLOGIES: S&P Raises ICR to 'B' on Debt Reduction
--------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on 4L
Technologies Inc. to 'B' from 'B-'. The outlook is stable,
reflecting lower leverage, which S&P expects to remain below 6.0x.
S&P assigned a 'B' issue-level rating and '3' recovery rating to
4L's refinanced senior secured credit facilities. The '3' recovery
rating indicates S&P's expectation for meaningful (50%-70%; rounded
estimate: 50%) recovery in the event of payment default."
The upgrade is based on 4L's declining leverage, which S&P
estimates will be approximately 5.8x for 2018. This represents a
substantial decline from a high of over 12x in 2017, on
substantially improved EBITDA margins and stabilizing (if still
declining) revenues. S&P believes that moderate revenue declines
will enable modest improvement in credit metrics through 2019,
although top-line softness and limited prospects for further margin
improvement will keep leverage over 5.0x. S&P views high customer
concentration, limited scale, and secular decline in print volumes
as key risks for 4L going forward.
The stable outlook reflects S&P's expectation that revenue declines
will moderate in 2019 and that leverage will fall modestly from
current levels, remaining in the 5x area. While it expects some
additional decline in the imaging segment, S&P anticipates 4L's
wireless segment to exhibit measured growth following modest
underperformance in 2017 and 2018. However, S&P also expects some
deterioration in EBITDA margins due to an unfavorable mix shift in
the wireless segment. From 2020 onwards, S&P expects EBITDA margins
to improve incrementally on the back of further customer and
product diversification.
S&P could consider a downgrade if revenue declines accelerate or
unexpectedly high expenses lead to declining EBTIDA and leverage
reaches the 6x level again. S&P thinks that the most likely causes
for a downgrade would be a failure of 4L to maintain share with its
largest customer in the wireless business, or an accelerating
downturn in the print market and inability to grow penetration in
managed print services markets.
"Although unlikely over the next 12 months, we could consider an
upgrade if 4L experiences sustainable revenue growth and margin
expansion, resulting in leverage that is sustained below 5x with a
free cash flow to debt ratio over 5%," S&P said.
A GREENER GLOBE: Unsecureds to Recoup 5%-10% Under Liquidation Plan
-------------------------------------------------------------------
Russell K. Burbank, the duly appointed and acting Chapter 11
Trustee of the bankruptcy estate of A Greener Globe, filed
Disclosure Statement in Support of Chapter 11 Trustee's Plan of
Liquidation.
In the event of a successful overbid, the cash sale proceeds in
excess of the amount necessary to pay the claim filed by Hayfin
Partners SPV I, LP, in full will be distributed as follows:
(1) $150,000 to Hayfin as a breakup fee;
(2) The amounts necessary to pay the Estate’s cost to close
the overbid sale;
(3) The remaining proceeds to be split equally between the Plan
Administrator (capped at 3% of the overbid amount) and Class 3,
which includes the single creditor in Class 2; and
(4) All remaining proceeds to be paid to the Estate to pay for
post- Confirmation expenses and thereafter to be distributed to
Class 3, which includes the single creditor in Class 2.
The Trustee estimates an approximately 5% to 10% return to general
unsecured creditors.
If the real property is sold to an overbidder, the return to
general unsecured creditors likely would be higher. If the Hayfin
sale fails to close, it is unclear what return there would be to
general unsecured creditors.
Neither the Trustee, nor any creditor, nor any party acting on
their behalf shall attempt to delay or prevent Hayfin from
exercising its remedies under the Hayfin Loan Documents.
In either case, the Plan Administrator's 3% fee shall be paid only
to the extent that the sale generates net proceeds sufficient to
pay such fee after satisfaction of the Hayfin Claim in full.
On the Effective Date, the Green Acres Lease will be assumed so
long as (i) Green Acres is
current on its monthly rental payment of $23,500; (ii) Green Acres
has paid the full amount of the additional 6% of monthly rent due
from September 2015 to the Effective Date; and (iii) Green Acres is
not otherwise in default of its obligations under the Green Acres
Lease. Additional Rent due from September 1, 2015 through April 1,
2019 is $60,630, with $1,410 in Additional Rent due in full on the
first of each month starting on May 1, 2019 until the Effective
Date. Monthly rent under the Green Acres Lease will be $24,910
commencing on the first day of the month following the Effective
Date through August 31, 2020, and monthly rent under the Green
Acres Lease will be $26,404.60 from September 1, 2020 through the
end of the second option period of the Green Acres Lease if the
second option period is exercised in accordance with the Green
Acres Lease documents.
A redlined version of the Disclosure Statement dated March 13,
2019, is available at http://tinyurl.com/yxdbb4tdfrom
PacerMonitor.com at no charge.
A full-text copy of the Disclosure Statement dated February 6,
2019, is available at https://tinyurl.com/y2bz25ud from
PacerMonitor.com at no charge.
About A Greener Globe
A Greener Globe is a California corporation qualified to do
business as a non-profit public benefit corporation. Incorporated
on Dec. 7, 1993, the Company was formed to operate recycling
centers, provide educational materials and information on
conservation and recycling, and provide employment for physically
and mentally challenged individuals.
A Greener Globe sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Cal. Case No. 16-21900) on March 28,
2016, estimating under $1 million in both assets and liabilities.
The Debtor was represented by W. Steven Shumway, Esq.
On June 14, 2015, the Court approved the Office of the U.S.
Trustee's appointment of Russell K. Burbank as the Chapter 11
trustee. The Chapter 11 trustee tapped Felderstein Fitzgerald
Willoughby & Pascuzzi LLP as legal counsel; Diepenbrock Elkin
Gleason LLP as special counsel; Burr, Pilger Mayer Inc. as
accountant; Wallace-Kuhl & Associates as environmental consultant;
and Business Debt Solutions Inc. as loan broker.
No official committee of unsecured creditors has been appointed in
the case.
ACHAOGEN INC: Robert Duggan Has 9.1% Stake as of March 20
---------------------------------------------------------
In a Schedule 13D/A filed with the Securities and Exchange
Commission, these entities and individuals reported beneficial
ownership of shares of common stock of Achaogen, Inc. as of March
20, 2019:
Shares Percent
Beneficially of
Reporting Person Owned Class
---------------- ------------- ----------
Robert W. Duggan 5,757,839 9.1%
Genius Inc. 72,170 Less Than 1%
Blaze-On Corporation 30,000 Less Than 1%
Robert W. Duggan Foundation 100,255 Less Than 1%
The aggregate percentage of Shares reported owned by each of the
Reporting Persons is based on 63,206,001 Shares outstanding, as of
Feb. 22, 2019, which is the total number of Shares outstanding as
advised by the Issuer on Feb. 25, 2019.
As of the close of business on March 20, 2019, Mr. Duggan directly
owned 5,555,414 Shares. As the sole shareholder of Genius Inc.,
Mr. Duggan may be deemed the beneficial owner of the 72,170 Shares
owned by Genius Inc. As the sole officer and sole director of
Blaze-On, Mr. Duggan may be deemed the beneficial owner of the
30,000 Shares owned by Blaze-On. As the president of RWD
Foundation, Mr. Duggan may be deemed the beneficial owner of the
100,255 Shares owned by RWD Foundation.
A full-text copy of the regulatory filing is available for free
at:
https://is.gd/T8ZcJz
About Achaogen, Inc.
South San Francisco, California-based Achaogen, Inc. --
http://www.achaogen.com/-- is a biopharmaceutical company
committed to the discovery, development, and commercialization of
novel antibacterials to treat multi-drug resistant gram-negative
infections. Achaogen's first commercial product is ZEMDRI, for the
treatment of adults with complicated urinary tract infections,
including pyelonephritis. The Achaogen ZEMDRI program was funded
in part with federal funds from the Biomedical Advanced Research
and Development Authority (BARDA). The Company is currently
developing C-Scape, an orally-administered
beta-lactam/beta-lactamase inhibitor combination, which is also
supported by BARDA. C-Scape is investigational, has not been
determined to be safe or efficacious, and has not been approved for
commercialization.
Achaogen incurred a net loss of $125.6 million in 2017, a net loss
of $71.22 million in 2016, and a net loss of $27.09 million in
2015. As of Sept. 30, 2018, Achaogen had $97.30 million in total
assets, $62.51 million in total liabilities, $10 million in
contingently redeemable common stock, and $24.78 million in total
stockholders' equity.
As of Sept. 30, 2018, the Company had working capital of $41.0
million and unrestricted cash, cash equivalents and short-term
investments of $58.2 million. On Nov. 5, 2018, the Company
announced that it has begun a review of strategic alternatives to
maximize shareholder value, including but not limited to the
potential sale or merger of the Company or its assets. The Company
may be unable to identify or execute such strategic alternatives
for it, and even if executed such strategic alternatives may not
enhance stockholder value or its financial position. The Company
also announced on Nov. 5, 2018 a restructuring of its organization
to preserve cash resources which is expected to reduce total
operating expenses by approximately 35-40 percent, excluding
one-time charges. The restructuring is expected to be largely
completed before the end of 2018. The restructuring is designed to
focus the Company's cash resources on the continued successful
launch of ZEMDRI and advancing C-Scape. These estimates are
subject to a number of assumptions, and actual results may differ.
The
Company may also incur additional costs not currently contemplated
due to events that may occur as a result of, or that are associated
with, the restructuring.
"Based on our available cash resources, which exclude restricted
cash and $25.0 million which will be collateralized in connection
with the SVB Loan Agreement if our cash balance falls below a
certain threshold, we believe we have sufficient funds to support
current planned operations through the middle of the first quarter
of 2019. This condition results in the assessment that there is
substantial doubt about our ability to continue as a going
concern," the Company said in its Quarterly Report for the period
ended Sept. 30, 2018.
ADDISON GROUP: Moody's Assigns 'B2' CFR & Rates 1st Lien Loan 'B2'
------------------------------------------------------------------
Moody's Investors Service assigned first-time ratings to APFS
Staffing Holdings, Inc. ("Addison Group"). The Corporate Family
rating ("CFR") was assigned at B2, the Probability of Default
rating ("PDR") at B2-PD and the proposed senior secured 1st lien
term loan due 2026 at B2. The rating outlook is stable.
Proceeds of the term loan will be used to refinance existing
indebtedness, pay related fees and expenses and add cash to the
balance sheet. The existing debt was incurred in part to fund the
purchases of Mondo International, LLC in December 2018 and DLC
Holdings, LLC ("DLC Group") in January 2019.
RATINGS RATIONALE
The B2 CFR assigned to Addison Group reflects its niche and
regional focus on temporary and project staffing of professionals
in information technology, finance and accounting, non-clinical
healthcare, digital marketing and other white collar functions.
Addison Group has modest profitability typical of temporary
staffing companies, with EBITA margins expected to remain in a 10%
to 12% range. Moody's expects low-to-mid single digit organic
revenue growth rates, debt to EBITDA of below 5 times, EBITA to
interest of around 2.5 times and at least 5% free cash flow to
debt. Moody's considers the white collar temporary staffing
industry highly competitive and cyclical. Addison Group has
invested in proprietary training of its recruiters and sales people
and a suite of software tools to help it differentiate itself from
competitors and maintain its historically high customer retention
rates. Ongoing investments in training and technology could limit
free cash flow expansion. Moody's anticipates favorable economic
and hence specific sector-based employment conditions to persist in
the U.S. over the next 12-18 months, especially in Addison Group's
key functional concentrations.
All financial metrics cited reflect Moody's standard adjustments.
Addison Group has supplemented organic revenue growth with
acquisitions, purchasing four businesses over the last two years.
Since the company is owned by affiliates of private equity sponsor
Odyssey Investment Partners, Moody's anticipates financial policies
will be aggressive and that Addison Group could incur debt to fund
additional leveraged acquisitions or to return to shareholders.
Given the Mondo and DLC Group acquisitions were completed recently,
merger integration risks remain.
Moody's considers Addison Group's liquidity profile good. Free cash
flow of at least $25 million over the next 12 months will be more
than adequate to fund about $3 million of annually required term
loan amortization and Addison Group's limited growth capital
expenditure needs (capital expenditures are only about 2% of
revenues). Balance sheet cash after the proposed term loan closes
and funds should be at least $10 million at all times. The unrated
$45 million ABL revolver maturing in 2024 is expected to be unused
and fully available. There are no financial covenants applicable to
the rated term loan.
The B2 rating assigned to the term loan reflects both the B2-PD PDR
and a loss given default assessment of LGD4, reflecting its second
priority to the unrated senior secured ABL revolver. Because the
ABL revolver has a priority lien on the collateral, recovery on the
term loan would be lower. The term loan is guaranteed by the parent
company and all material existing and future wholly-owned domestic
subsidiaries.
The stable ratings outlook reflects Moody's expectations for high
client retention, low-to-mid single digit organic revenue growth
rates and free cash flow that is positive in each quarter and
growing. Moody's also anticipates in the stable outlook that
Addison Group may use its cash flow and the proceeds of additional
debt issuances to continue to supplement organic revenue growth
with acquisitions.
The ratings could be upgraded if: 1) revenue scale, geographic
scope and service line diversity are increased; 2) Moody's expects
debt to EBITDA will remain below 4 times; and 3) financial policies
emphasizing debt reduction above debt-funded acquisitions are
maintained.
The ratings could be downgraded if: 1) weaker customer retention,
pricing declines or cost increases pressure margins; 2) revenue
growth slows or stalls; 3) Moody's anticipates debt to EBITDA will
remain above 5 times; 4) liquidity deteriorates; or 5) financial
policies featuring debt-funded shareholder returns or aggressive
M&A are adopted.
Issuer: APFS Staffing Holdings, Inc.
-- Corporate Family Rating, Assigned at B2
-- Probability of Default Rating, Assigned at B2-PD
-- Gtd. Senior Secured 1st Lien Term Loan, Assigned at B2 (LGD4)
-- Outlook is Stable
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
Addison Group, based in Chicago, IL and controlled by affiliates of
private equity sponsor Odyssey Investment Partners since 2016,
provides temporary contract staffing, permanent placement and
consulting services in information technology, finance,
non-clinical healthcare and other professional vertical markets
through 27 offices in 21 US markets. Moody's expects 2019 revenue
of approaching $600 million.
ADVANCED INTEGRATION: Moody's Cuts CFR to B2, Outlook Stable
------------------------------------------------------------
Moody's Investors Service downgraded all debt ratings of Advanced
Integration Technology LP ("AIT") including the corporate family
rating (CFR) to B2 from B1, the Senior Secured to B2 from B1 and
the Probability of Default to B3-PD from B2-PD. The outlook has
been changed to stable from negative.
RATINGS RATIONALE
The AIT debt ratings reflect a weaker and more volatile earnings
and cash flow profile than anticipated, along with concerns around
operational and financial execution which have significantly
trailed expectations and resulted in a weakened credit profile.
The B2 CFR reflects AIT's modest size, a relatively concentrated
customer and platform base as well as exposure to cyclical end
markets. AIT has had a mixed track record of performance, much of
which over the last two years can be attributed to losses in the
non-core parts manufacturing business green-fielded in 2015 as well
as unprofitable contracts acquired in late 2016 through two
acquisitions that recently resulted in a significant charge. The
earnings and cash flow headwinds from these specific challenges
appear to be substantially over.
Nevertheless, Moody's concerns about operational and financial
oversight is incorporated at the B2 CFR. These controls are
important because of AIT's often lumpy and large-sized customer
contracts that reduce cash flow visibility while adding an element
of volatility to earnings. This earnings volatility is compounded
by the use of percentage of completion accounting for most
contracts which leads to on-going, and sometimes meaningful,
revisions to contract costs and profitability.
Partially tempering these issues is Moody's recognition of AIT's
growing portfolio of automation and engineering capabilities and
expanded customer base. These skills should position the company
for future growth as OEM and Tier One customers seek to boost
throughput and reduce costs in the face of record multi-year
backlogs and growing defense budgets. The ratings also incorporate
an expectation for the switch back to solid free cash flow
generation in 2019, a conservatively leveraged capital structure
with Debt-to-EBITDA (after Moody's standard adjustments) of around
4.5x as of December 2018 and a financial policy that balances
shareholder returns with an appropriate degree of financial
flexibility.
The stable outlook reflects expectations of a more predictable
operating profile over the next 12 to 18 months as the negative
effects of the loss-making aircraft parts business and loss-making
acquired contracts taper off.
Moody's expects AIT to maintain an adequate liquidity profile over
the next 12 months. On-going cash balances are modest (estimated
cash of about $5 million as of December 2018) and Moody's
anticipates improved cash generation during 2019 with FCF-to-debt
likely to be at least in the mid-single-digits. Liquidity is also
provided by a $60 million revolving credit facility (estimated draw
amount of less than $5 million as of December 2018) that expires in
April 2021. The revolver contains a springing net first lien
leverage ratio of 5.0x that comes into effect if usage exceeds 30%
(based on zero L/Cs outstanding) and Moody's anticipates compliance
with the covenant to the extent it comes into effect.
The ratings could be upgraded with demonstrated improvements in
operational and financial execution to be sustained through evident
operating and financial controls, and which should result in EBITDA
margins in the high-20% range. Any upward rating action would be
predicated on expectations of a conservative financial policy with
Moody's adjusted debt-to-EBITDA anticipated to be sustained below
3.75x. An upgrade would also be predicated on a strong liquidity
profile involving a largely undrawn revolver and consistent free
cash generation such that FCF-to-Debt was expected to be
consistently above 10%. Given the company's small scale, Moody's
would expect AIT to maintain credit metrics that are stronger than
levels typically associated with companies at the same rating
level.
The ratings could be downgraded if Moody's does not anticipate that
AIT will revert to generating strong and steady free cash flow from
its business in 2019 and beyond, including FCF-to-Debt in the low
single digits at a minimum, or any weakening in liquidity including
increased reliance on external sources of borrowing or an
expectation of a breach of financial covenants. The ratings could
also be downgraded if debt-to-EBITDA (after Moody's standard
adjustments) was expected to be sustained above 5.75x, or with any
debt-financed distributions to shareholders or sizable
debt-financed acquisitions over the near-term that would indicate a
higher tolerance for financial risk. The loss of a key customer/
customer contracts, or a sustained weakening in profitability
metrics such that EBITDA margins were to contract materially could
also result in downward rating action.
The following is a summary of the rating actions:
Issuer: Advanced Integration Technology LP
Corporate Family Rating, Downgraded to B2 from B1
Probability of Default Rating, downgraded to B3-PD from B2-PD
$60 million senior secured revolving credit facility due 2021,
Downgraded to B2 (LGD3) from B1 (LGD3)
$331 million senior secured first lien term loan ($328 million
outstanding) due 2023, Downgraded to B2 (LGD3) from B1 (LGD3)
Outlook, changed to Stable from Negative
Advanced Integration Technology LP ("AIT"), headquartered in Plano,
Texas, is a provider of turnkey factory automation and complex
automated and non-automated tooling to the commercial aerospace and
defense industries. AIT's primary business is to design, engineer,
manufacture, and install machines and systems which enable the
automated assembly of aerospace structures and other industrial
equipment. The company is equally owned by management and by funds
affiliated with Onex Corporation.
ADVANCED SPORTS: Has Authority to Retain Gordon to Liquidate FF&E
-----------------------------------------------------------------
Judge Benjamin A. Kahn of the U.S. Bankruptcy Court for the Middle
District of North Carolina authorized Advanced Sports Enterprises,
Inc. and affiliates to retain Gordon Brothers Retail Partners, LLC
to liquidate certain furniture, fixtures and equipment ("FF&E")
located in the Debtors' office and warehouse facility located at
One Performance Way, 144 Old Lystra Road, Chapel Hill, North
Carolina, and in the Debtor's warehouse distribution centers
located at (i) 2728 Capital Boulevard, Raleigh, North Carolina, and
(ii) 12995 Marquardt Avenue, Santa Fe Springs, California, in the
manner and for the compensation and reimbursement of expenses set
forth in the proposed consulting agreement.
The sale will be free and clear of all liens, claims and
encumbrances.
Gordon Brothers will receive compensation for its services in
disposing of the FF&E in an amount equal to 15% of gross sales of
the FF&E. In addition, pursuant to the Agreement, Gordon Brothers
will receive reimbursement for certain Consultant Controlled
Expenses incurred by Gordon Brothers, subject to limitation as set
forth: (i) Field Supervision Expenses - $32,200; (ii) Temp. Labor
(set up) - $4,800; (iii) Marketing and supplies - $2,100; and (iv)
Legal Expenses - $5,000.
Upon completion of the sale of the FF&E, Gordon Brothers will file
a final report as to sales receipts and commissions and expenses
paid; provided, Gordon Brothers will be paid in the manner and at
the time set forth in the Consulting Agreement without any further
approval of the Court and without the requirement of filing of any
fee application.
With respect to any party asserting a lien, claim, or encumbrance
against the FF&E, the Debtors are able to satisfy one or more of
the conditions set forth in section 363(f), as follows:
a. York Street Mezzanine Partners II, L.P., A. Garry Snook and
Sharon M. Snook, Howard Heavin and Diane Heavin, and Peter A. Roy.
York Street, as the duly appointed agent for all of these secured
creditors, has consented to the disposition of the FF&E and
transfer of their respective liens to the net proceeds of sale.
b. Advanced Holdings Co. Ltd. The UCC-1 financing statements
were filed eight days prior to the Petition Date, to perfect a
security interest granted approximately 11 months before. The
security interest may be avoidable as a preferential transfer and
thus is the subject of bona fide dispute.
The Debtors may determine that the costs associated with holding or
selling some of the FF&E exceeds the proceeds that will be realized
upon its sale, or that such property is not sellable at all. In
such event, the property is of inconsequential value and benefit to
the estates and/or may be burdensome to retain.
To maximize the value of the Debtors' assets and to minimize the
costs to the estates, the Debtors are authorized to abandon in
place any of its remaining FF&E or other property which has not
been sold by Gordon Brothers, without incurring liability to any
person or entity, and in such event the owner of the respective
Locations at which any abandoned FF&E is located is authorized to
dispose of such property without liability to any third parties.
The Debtors will serve a copy of the Order on the Master Service
List and upon all parties served with the Motion within three days
of the entry of this Order and file a certificate of service with
the Clerk of the Court.
About Advanced Sports Enterprises
Advanced Sports Enterprises, Inc., designs, manufactures and sells
bicycles and related goods and accessories.
Advanced Sports, Inc., is a wholesale seller of bicycles and
accessories. ASI owns the following bicycle brands and is
responsible for their design manufacture and worldwide
distributions: Fuji, Kestrel, SE Bikes, Breezer, and Tuesday.
Performance Direct, Inc., designs, manufactures and sells bicycles
and related goods and accessories and operates a national
distribution of these goods under the Performance Bicycle brand
through an internet website business via the URL
http://www.performancebike.com/
Bitech, Inc., operates 104 retail stores across 20 states under the
Performance Bicycle brand related to the sale of bicycles and
related good and accessories. The businesses of Performance and
Bitech operate in conjunction with each other and they share a
number of services and a distribution warehouse.
Nashbar Direct, Inc., designs, manufactures and sells bicycles and
related goods and accessories under the Bike Nashbar brand through
an internet website business via the URL
http://www.bikenashbar.com/ The businesses of Nashbar also operate
in conjunction with Performance and share services and a
distribution warehouse.
Advanced Sports Enterprises and its affiliates sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. M.D.N.C. Lead Case
No. 18-80856) on Nov. 16, 2018.
Advanced Sports Enterprises estimated assets of $1 million to $10
million and liabilities of $10 million to $50 million while
Advanced Sports, Inc., estimated assets of $100 million to $500
million and liabilities of $50 million to $100 million.
The Hon. Benjamin A. Kahn is the case judge.
The Debtors tapped Northen Blue, LLP and Flaster/Greenberg P.C. as
their bankruptcy counsel; D.A. Davison & Co. as investment banker;
Clear Thinking Group LLC as financial advisor; and Kurtzman Carson
Consultants LLC as claims, noticing and balloting agent.
William Miller, the bankruptcy administrator for the Middle
District of North Carolina, appointed an official committee of
unsecured creditors on Nov. 27, 2018. The committee tapped Waldrep
LLP and Cooley LLP as its legal counsel, and Province Inc. as its
financial advisor.
ANASTASIOS SMALIS: Sale of 50% Interest in 9 Pittsburgh Parcels OKd
-------------------------------------------------------------------
Judge Jeffery A. Deller of the U.S. Bankruptcy Court for the
Western District of Pennsylvania authorized Anastasios M. Smalis'
private sale of 50% interest in nine parcels of real property
located in the City of Pittsburgh, Pennsylvania, Block and Lot
parcel numbers 49-R-283; 49-R-285; 49-R-351; 49-R-353; 49-R-355;
49-R-356; 49-R-357; 49-R-358; and 49-R-359 to MTN Enterprises, LLC
for $20,000.
A hearing on the Motion was held on March 13, 2019.
The sale is free and divested of the liens of the Respondents,
except for all real estate tax liens and municipal claims of the
County of Allegheny, City of Pittsburgh, the School District of the
City of Pittsburgh, and the Pittsburgh Water and Sewer Authority:
all liens and claims of these entities are expressly assumed by the
Purchaser. All real estate taxes and municipal claims of the
County of Allegheny, the City and School District of Pittsburgh,
and the Pittsburgh Water and Sewer Authority will remain liens
against the aforementioned properties until paid in full and such
liens and municipal claims will not be divested by the sale.
The liens, claims and interests of Respondents Department of the
Treasury, Internal Revenue Service; Commonwealth, of Pennsylvania,
Department of Revenue; Lipsoss Corp. Constructors; City of
Pittsburgh Water Exoneration Board; and the United State of America
be, and are divested from the property being sold, if and to the
extent they may be determined to be valid liens against the sold
property. Any valid liens of the foregoing Respondents, as well as
the County of Allegheny, City of Pittsburgh, and City of Pittsburgh
School District, are transferred to the proceeds of sale. The
within decreed sale will be free, clear and divested of said liens,
claims and interests, except for the liens and claims expressly
assumed by the Purchaser, namely all real estate taxes and
municipal claims of the County of Allegheny, the City and School
District of Pittsburgh, and the Pittsburgh Water and Sewer
Authority, which are all being assumed by the Purchaser.
After due notice to the claimants, lien creditors, and interest
holders, and no objection on their parts having been made or, if
made, resolved/overruled, the costs of sale and of the within
bankruptcy proceeding in the amount of $748 will be reimbursed to
the Debtor's counsel, and will be paid in advance of any
distribution to lien creditors.
The foregoing costs, the real estate tax and municipal claim
creditors -- priority lien creditors (to the extent of available
funds), and ordinary closing costs, will immediately be paid at
closing. Failure of the closing agent to timely make disbursement
required by the Order will subject the closing agent to monetary
sanctions after notice and hearing.
The Movant will serve a copy of the Order on each Respondent (i.e.
each party against whom relief is sought) and its attorney of
record, if any, upon any attorney or party who answered the motion
or appeared at the hearing, the purchaser, and the attorney for the
Purchaser, if any, and file a certificate of service.
The closing will occur within 30 days of the Order and the Movant
will file a report of sale within seven days following closing.
Anastasios M. Smalis sought Chapter 11 protection (Bankr. W.D. Pa.
Case No. 18-23234) on Aug. 14, 2018. The Debtor tapped Steven T.
Shreve, Esq., as counsel.
ARBORSCAPE INC: Unsecured Creditors' Distribution Increased to 73%
------------------------------------------------------------------
ArborScape, Inc., filed an Amended Plan of Reorganization and an
accompanying Amended Disclosure Statement.
Class 17. The Allowed Claims held by unsecured creditors are
impaired. Pro rata distribution of 2% of the Debtor’s gross
revenue. The Debtor shall escrow an amount equal to the 2% of the
prior month’s gross revenue, and shall make distributions to
unsecured creditors every 6 months. Assuming the total unsecured
claims including anticipated deficiency claims are $20,277.41,
unsecured creditors are anticipated to receive approximately 73% of
their allowed claims. The previous Plan proposed a 71%
distribution to unsecured creditors.
Class 2. The Allowed Secured Claim and Priority Claim held by the
Internal Revenue Service are impaired. The Class 2 Claim shall
retain the liens held on the Petition Date and shall be allowed in
the amount owed on the Confirmation Date. The Class 2 Claim shall
bear interest at the applicable statutory rate (currently 5%). The
Class 2 Claim shall continue to receive payments in the amount set
forth in the Final Order Authorizing Continued Use of Cash
Collateral (Docket No. 47). On the fifth anniversary of the
Petition Date, the Debtor shall pay all remaining amounts owed in a
single balloon payment. The monthly payment shall be $2,564.81,
with a balloon payment of approximately $204,076.77.
Class 3. The Allowed Secured Claim held by the Colorado Department
of Revenue are impaired. The Class 3 Claim shall be allowed in the
amount owed on the Confirmation Date, and shall retain all liens
held on the Petition Date. The Class 3 Claim shall be amortized
with statutory interest (currently 7%) and paid in equal monthly
installments over the three years following the Petition Date. The
monthly payment shall be $102.36.
Class 4. The Allowed Secured Claim held by Altec Capital Services,
LLC are impaired. The principal amount of the Class 4 Claim will be
allowed in the principal balance owed on the Effective Date of the
Plan. The Class 4 Claim shall bear interest at a rate of 5.25% per
annum, and shall be amortized and paid in equal monthly
installments over a 6 year period following the Effective Date of
the Plan. The monthly payment shall be $1,716.04.
Class 6. The Allowed Secured Claim held by Caterpillar Financial
Services are impaired. The principal amount of the Class 6 Claim
will be allowed in the principal amount owed on the Effective Date
of the Plan. The Class 6 Claim shall bear interest at a rate of
5.2% per annum and shall be amortized and paid in equal monthly
installments over a 5 year period following the Effective Date of
the Plan. The monthly payment shall be $575.97.
Classes 7.1-7.7. The Allowed Secured Claims held by De Lage Landen
Financial Services, Inc. are impaired. The principal amount of the
Class 7. 1 through 7.7 Claims shall be allowed in the amount owed
on the Effective Date of the Plan. The Class 7 Claims shall bear
interest at a rate of 5.5% interest per annum, and shall be
amortized and paid in equal monthly installments over 6 years
following the Effective Date of the Plan. The monthly payment shall
be $1,375.79, which amount shall be applied pro rata to the Class 7
Claims.
Classes 8.1-8.2. The Allowed Secured Claims held by Direct Capital
Corporation are impaired. The principal amount of the Class 8
Claims shall be allowed in the amount owed on the Effective Date of
the Plan. The Class 8 Claims shall bear interest at a rate of 5.5%
per annum, and shall be amortized and paid in equal monthly
installments over a 5 year period following the Effective Date of
the Plan. The monthly payment shall be $702.47, which shall be
applied pro rata to the
Class 8 Claims.
Classes 9.1-9.2. The Allowed Secured Claims by Ford Motor Credit
are impaired. The principal amount of the Class 9 Claims shall be
allowed in the amount owed on the Effective Date of the Plan. The
Class 9 Claims shall bear interest at a rate of 5.5% per annum, and
shall be amortized and paid in equal monthly installments over a 6
year period following the Effective Date of the Plan. The monthly
payment shall be $1,115.10, which shall be applied pro rata to the
Class 9 Claims.
Class 10. The Allowed Secured Claim held by J.P. Morgan Chase are
impaired. The principal amount of the Class 10 Claim will be
allowed in the principal balance owed on the Effective Date of the
Plan. The Class 10 Claim shall bear interest at a rate of 6% per
annum, and shall be amortized and paid in equal monthly
installments over a 4 year period following the Effective Date of
the Plan. The monthly payment shall be $274.29.
Classes 11. The Allowed Secured Claim held by John Deere Financial
are impaired. Paid in full within 30 days of the Effective Date of
the Plan.
Classes 12.1-12.6. The Allowed Secured Claims Landmark Vehicle
Finance are impaired. The principal amount of the Class 12 Claims
shall be allowed in the amount owed on the Effective Date of the
Plan. The Class 12 Claims shall bear interest at a rate of 6% per
annum, and shall be amortized and paid in equal monthly
installments over a 6 year period following the Effective Date of
the Plan. The monthly payment shall be $1,489.72, which shall be
applied pro rata to the Class 12 Claims.
Classes 13.1-13.2. The Allowed Secured Claims held by Sheffield
Financial are impaired. The Class 13.1 Claim shall be allowed in
the amount of $19,250. The Class 13.2 Claim shall be allowed in the
amount of $22,702. The Class 13 Claims shall bear interest at a
rate of 5.5% per annum, and shall be amortized and paid over a 6
year period following the Effective Date of the Plan. The monthly
payment shall be $685.41 which shall be applied pro rata to the
Class 13 Claims.
Class 14. The Allowed Secured Claim held by Synchrony Bank are
impaired. The principal amount of the Class 14 Claim will be
allowed in the principal balance owed on the Effective Date of the
Plan. The Class 14 Claim shall bear interest at a rate of 6% per
annum, and shall be amortized and paid in equal monthly
installments over a 4 year period following the Effective Date of
the Plan. The monthly payment shall be $423.70.
Class 15. The Allowed Secured Claim held by Wells Fargo Vendor
Financial Services, LLC are impaired. The principal amount of the
Class 15 Claim will be allowed in the principal balance owed on the
Effective Date of the Plan. The Class 15 Claim shall bear interest
at a rate of 6% per annum, and shall be amortized and paid in equal
monthly installments over a 5 year period following the Effective
Date of the Plan. The monthly payment shall be $1,140.87.
Class 16. The Allowed Secured Claim held by Wells Fargo Bank,
National Association are impaired. The principal amount of the
Class 16 Claim will be allowed in the amount of $60,000. The Class
16 Claim shall bear interest at a rate of 6% per annum, and shall
be amortized and paid in equal monthly installments over a 5 year
period following the Effective Date of the Plan. The monthly
payment shall be $1,159.97.
Post-Petition, the Class 12.2 Claim was paid in full in accordance
with the Order Authorizing Sale of Vehicle to Iron Cross Services
Company (Docket No. 182). The Class 12.3 Claim has been reduced by
$500 pursuant to the Order Authorizing Motion to Approve Sale of
Equipment to Cambium Tree Care Specialists (Docket No. 183).
Assuming that the total Class 2 Claim, comprised of the secured and
priority claim, and assuming that no extra payments are made, the
balloon payment shall be approximately $204,076.77. Payments shall
be applied first to taxes assessed for unpaid income taxes and
social security taxes (i.e. trust fund taxes), and then to all
other secured and priority claims asserted by the IRS. Confirmation
of the Debtor’s Plan shall also act as an injunction against
efforts by the IRS to attempt to collect the amounts owed on
account of the secured and priority claims from the principals of
the company, including David and Keri Merriman. The injunction
shall last for the term of the Plan, through and including April
3, 2023, and shall terminate on the earlier of: i) an uncured
default under the Plan; ii) conversion of the Debtor’s case to a
case under Chapter 7 of the Bankruptcy Code: or iii) conclusion of
the Plan term.
A full-text copy of the Amended Disclosure Statement dated March
18, 2019, is available at https://tinyurl.com/yxnfz76c from
PacerMonitor.com at no charge.
About Arborscape, Inc.
ArborScape, Inc., is a Colorado-based company dedicated to
providing sustainable landscapes for its clients by promoting the
art and science of horticulture using environmentally friendly
products and services. It offers tree trimming and removal
services, tree spraying, lawn and tree care services. The company
was founded in 1995.
ArborScape sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Colo. Case No. 18-12660) on April 3, 2018. In the
petition signed by David Merriman, president, the Debtor disclosed
$1.63 million in assets and $1.54 million in liabilities. Judge
Joseph G. Rosania Jr. oversees the case. Kutner Brinen, P.C., is
the Debtor's counsel.
ASPEN MANOR: April 16 Hearing on Disclosure Statement
-----------------------------------------------------
A hearing on the adequacy of the Disclosure Statement explaining
Aspen Manor Condominium Association, Inc.'s Chapter 11 Plan will be
held before the Honorable Kathryn C. Ferguson on April 16, 2019 at
2:00 p.m. in Courtroom No. 2, Clarkson S. Fisher Courthouse, 402
East State Street, Trenton, NJ 08608.
Written objections to the adequacy of the Disclosure Statement
shall be filed and served no later than 14 days prior to the
hearing before this Court.
Class 2 consists of the allowed general unsecured claims of
creditors, including vendors, utility companies and trade people
doing business on a regular basis with the Debtor. In the
aggregate, the claims of the General Unsecured Creditors
approximate $70,000.
The Class 2 claimants will receive a pro rata share of a
distribution of $20,000 on the Effective Date together with a pro
rata share of an additional distribution of $24,800 on the
anniversary of the Effective Date. In addition, Class 2 Claimants
will receive a pro rata share of up to 10% of the net recovery, if
any received by the Debtor from the Mercer/Chubb Litigation after
the payment of all fees and charges incurred by the Debtor in
connection with the Mercer/Chubb Litigation. The Class 2 Claimants
will not receive more than 100% of their allowed claims without
interest. The Class 2 claims are impaired.
A full-text copy of the Disclosure Statement is available for free
at https://tinyurl.com/yy96vyv2 from PacerMonitor.com at no
charge.
About Aspen Manor Condominium Association
Aspen Manor Condominium Association, Inc., filed a Chapter 11
bankruptcy petition (Bankr. D.N.J. Case No. 18-30224) on Oct. 10,
2018. In the petition signed by Leslie C. Scheckman, president,
the Debtor estimated less than $500,000 in assets and less than $1
million in debt. The Debtor hired Greenbaum Rowe Smith & Davis
LLP, as its attorney; Hill Wallack, LLP, as its special counsel;
and Feldman Sablosky Massoni as its accountant.
ATLAS STONE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Atlas Stone Distribution, Inc.
1540 Champion Drive, Suite 200
Carrollton, TX 75006
Business Description: Atlas Stone Distribution, Inc. is a
wholesaler of stone, cement, lime,
construction sand, gravel and other
construction materials.
Chapter 11 Petition Date: March 22, 2019
Court: United States Bankruptcy Court
Northern District of Texas (Dallas)
Case No.: 19-31006
Judge: Hon. Stacey G. Jernigan
Debtor's Counsel: Joyce W. Lindauer, Esq.
JOYCE W. LINDAUER ATTORNEY, PLLC
12720 Hillcrest Road, Suite 625
Dallas, TX 75230
Tel: (972) 503-4033
Fax: (972) 503-4034
Email: joyce@joycelindauer.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Rajendra Pahuja, president.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/txnb19-31006_creditors.pdf
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/txnb19-31006.pdf
AVADEL SPECIALTY: April 3 Auction of Assets Set
-----------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Avadel Specialty Pharmaceuticals, LLC's bidding procedures in
connection with the sale of all or a portion of the Debtor's assets
by auction.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: April 1, 2019 at 4:00 p.m. (ET)
b. Initial Bid: Provide that any cash portion of the purchase
price will be payable in U.S. dollars and will be paid in cash,
cash equivalents, or such other consideration acceptable to the
Debtor.
c. Deposit: 10% of the cash purchase price set forth in the
Written Offer
d. Auction: The Auction will take place on April 3, 2019 at
10:00 a.m. (ET) at the offices of Greenberg Traurig, LLP, MetLife
Building, 200 Park Avenue, New York, NY 10166, or such other place
and time as the Debtor will notify all parties in interest
attending the Auction.
e. Bid Increments: $50,000
f. Sale Hearing: April 10, 2019 at 2:00 p.m. (ET)
g. Closing: March 31, 2019
h. Sale Objection Deadline/Contract Objection Deadline: April
8, 2019 at 4:00 p.m. (ET)
Three business days after entry of the Bid Procedures Order, or as
soon thereafter as such parties can be identified, the Debtor will
cause to be sent the Notice of Bid Procedures, Auction Date and
Sale Hearing; a copy of the Bid Procedures Order, to all
parties-in-interest.
Three business days after entry of the Bid Procedures Order, the
Debtor will serve the Notice of Bid Procedures, Auction Date and
Sale Hearing on all known creditors of the Debtor.
Seven days after entry of the Bid Procedures Order, subject to
applicable submission deadlines, the Debtor will publish an
abbreviated version of the Notice of Bid Procedures, Auction Date
and Sale Hearing once in one or more regional and/or national
publications that the Debtor, in its business judgment, deems
appropriate.
Three business days after the entry of the Bid Procedures Order,
the Debtor will serve the Notice of Assumption and Assignment on
all non-Debtor parties to the Assumed Contracts.
In the event an Auction is conducted for the Assets, following the
conclusion of the Auction and not later than April 4, 2019 at 12:00
p.m. (ET), the Debtor will file the Notice of Successful and Backup
Bidders with the Court.
The stays provided for in Bankruptcy Rules 6004(h) and 6006(d) are
waived and the Bid Procedures Order will be effective immediately
upon its entry.
All time periods set forth in this Bid Procedures Order will be
calculated in accordance with Bankruptcy Rule 9006(a).
A copy of the Bidding Procedures attached to the Order is available
for free at:
http://bankrupt.com/misc/Avadel_Specialty_100_Order.pdf
About Avadel Specialty Pharmaceuticals
Avadel Specialty Pharmaceuticals, LLC, is a pharmaceutical company
whose sole commercial product is the FDA-approved NOCTIVA. NOCTIVA
is a prescription medicine nasal (nose) spray used in adults who
wake up two or more times during the night to urinate due to a
condition called nocturnal polyuria. The company is a special
purpose entity and wholly owned subsidiary of Dublin, Ireland-based
Avadel Pharmaceuticals plc (Nasdaq: AVDL).
Avadel Specialty Pharmaceuticals sought Chapter 11 relief (Bankr.
D. Del. Case No. 19-10248) on Feb. 6, 2019. The Debtor disclosed
total assets of $79.67 million and liabilities of $167.39 million
as of Dec. 31, 2018.
The Hon. Christopher S. Sontchi is the case judge.
The Debtor tapped Greenberg Traurig, LLP as counsel; MCA Financial
Group, Ltd., as investment banker; and Epiq Corporate
Restructuring, LLC, as claims and noticing agent.
BLACK RIDGE: Reports $344,000 Net Loss in 2018
----------------------------------------------
Black Ridge Oil & Gas, Inc., has filed with the Securities and
Exchange Commission its Annual Report on Form 10-K reporting a net
loss attributable to the Company of $344,014 on $0 of revenues for
the year ended Dec. 31, 2018, compared to a net loss attributable
to the Company of $392,529 on $1 million of total revenues for the
year ended Dec. 31, 2017.
As of Dec. 31, 2018, the Company had $142.86 million in total
assets, $659,351 of total liabilities, $140.73 million in
redeemable non-controlling interest, and $1.46 million in total
stockholders' equity.
Net cash used in operating activities was $187,936 and $792,276 for
the years ended Dec. 31, 2018 and 2017, respectively, a year over
year decrease of $604,340. Cash generated from management fee
income decreased $1,000,000 from $1,000,000 in 2017 to $-0- in
2018. The primary offset to the management fee income was the
difference in the increase in the income tax payable of $301,126
($387,048 in 2018 versus $85,722 in 2017). The increase in general
and administrative expenses of $128,474 accounts for the majority
of the remaining difference.
Net cash provided by investing activities was $213,897 and net cash
used in investing activities was $137,606,453 for the years ended
December 31, 2018 and 2017, respectively. In 2018, the Company
withdrew $213,897 from BRAC's restricted trust account to pay for
income taxes and franchise fees. In 2017, the Company deposited
$138,690,000 into BRAC's restricted trust account to be held for
potential redeeming IPO shareholders in BRAC's IPO offset by the
receipt of cash proceeds of $1,081,387 from the sale of the
Company's interest in Black Ridge Holding Company, LLC.
Net cash provided from financing activities was $450 and
$139,809,549 for the years ended Dec. 31, 2018 and 2017,
respectively. In 2018 the Company received $450 from warrant
exercises. In 2017, the Company received $134,757,874, net of
offering costs, from BRAC's IPO and the Company received
$5,051,675, net of $130,164 of offering costs, from the sale of
stock in the Rights Offering and related Backstop Agreement. In
2017, the Company borrowed, and subsequently repaid, $500,000 under
a promissory note.
M&K CPAS, PLLC, in Houston, Texas, the Company's auditor since
2010, issued a "going concern" qualification on the consolidated
financial statements for the year ended Dec. 31, 2018, citing that
the Company suffered a net loss from operations and negative cash
flows from operations, which raises substantial doubt about its
ability to continue as a going concern.
A full-text copy of the Form 10-K is available for free at:
https://is.gd/lcPGWD
About Black Ridge
Black Ridge Oil & Gas -- http://www.blackridgeoil.com/-- is a
company focused on acquiring, investing in, and managing the oil
and gas assets for its partners. The Company continues to pursue
asset acquisitions in all major onshore unconventional shale
formations that may be acquired with capital from its existing
joint venture partners or other capital providers. Additionally,
as the sponsor and manager of Black Ridge Acquisition Corp., the
Company is focused on assisting BRAC in its efforts to identify a
prospective target business for a merger, share exchange, asset
acquisition or other similar business combination. Black Ridge is
based in Minneapolis, Minnesota.
BRAVEHEART REAL: Case Summary & 5 Unsecured Creditors
-----------------------------------------------------
Debtor: Braveheart Real Estate, Inc.
P.O. Box 147
Stanaford, WV 25927
Business Description: Braveheart Real Estate, Inc. is real estate
lessor headquartered in Stanaford, West
Virginia.
Chapter 11 Petition Date: March 22, 2019
Court: United States Bankruptcy Court
Southern District of West Virginia (Beckley)
Case No.: 19-50044
Judge: Hon. Frank W. Volk
Debtor's Counsel: Joseph W. Caldwell, Esq.
Matthew M.Johnson, Esq.
CALDWELL & RIFFEE
P.O. Box 4427
Charleston, WV 25364-4427
Tel: 304-925-2100
Fax: (304) 925-2193
E-mail: joecaldwell@frontier.com &
chuckriffee@frontier.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Franklin P. Short, III, president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's five unsecured creditors is available for free
at:
http://bankrupt.com/misc/wvsb19-50044.pdf
CAFE SERVICE: Case Summary & Largest Unsecured Creditors
--------------------------------------------------------
Nine affiliates that have filed voluntary petitions seeking relief
under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Cafe Service Co. Inc. 19-41689
11-06 Broadway
Astoria, NY 11106
Yiorgos, LLC 19-41690
Lefkara Taxi, LLC 19-41691
Kefalonia Taxi, LLC 19-41692
Robola, Inc. 19-41693
Tarifa, LLC 19-41694
Crossways Cab, Corp 19-41695
Devox, Inc. 19-41696
Anesthitos, Inc. 19-41697
Business Description: The Debtors are privately held companies
that operate in the taxi and limousine
service industry.
Chapter 11 Petition Date: March 22, 2019
Court: United States Bankruptcy Court
Eastern District of New York (Brooklyn)
Judges: Hon. Elizabeth S. Stong (19-41689 and 19-41697)
Hon. Carla E. Craig (19-41690)
Hon. Nancy Hershey Lord (19-41691, 19-41692)
Debtors' Counsel: Alla Kachan, Esq.
LAW OFFICES OF ALLA KACHAN, P.C.
3099 Coney Island Avenue, 3rd Floor
Brooklyn, NY 11235
Tel: (718) 513-3145
Fax: (347) 342-3156
Email: alla@kachanlaw.com
Total Total
Assets Liabilities
------------ -----------
Cafe Service Co. Inc. $404,044 $1,414,692
Yiorgos, LLC $423,510 $1,574,256
Lefkara Taxi, LLC $401,076 $1,395,799
Kefalonia Taxi, LLC $405,600 $1,556,013
Anesthitos, Inc. $417,251 $1,431,245
The petitions were signed by George Ventouratos, principal.
Cafe Service Co. Inc. lists Mega Funding Corp. as its sole
unsecured creditor holding a claim of $1,014,692. A full-text copy
of the Debtor's petition is available for free t:
http://bankrupt.com/misc/nyeb19-41689.pdf
A full-text copy of Yiorgos, LLC'S petition containing, among other
items, a list of the Debtor's two unsecured creditors is available
for free at:
http://bankrupt.com/misc/nyeb19-41690.pdf
Lefkara Taxi lists Mega Funding Corp. as its sole unsecured
creditor holding a claim of $995,799. A full-text copy of the
petition is available for free at:
http://bankrupt.com/misc/nyeb19-41691.pdf
Kefalonia Taxi lists the New York Commercial Bank as its sole
unsecured creditor holding a claim of $1,156,013. A full-text copy
of the petition is available for free at:
http://bankrupt.com/misc/nyeb19-41692.pdf
A full-text copy of Anesthitos, Inc.'s petition containing, among
other items, a list of the Debtor's two unsecured creditors is
available for free at:
http://bankrupt.com/misc/nyeb19-41697.pdf
CAH ACQUISITION: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Two affiliates that have filed voluntary petitions seeking relief
under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
CAH Acquisition Company 7, LLC 19-01298
dba Prague Community Hospital
PO Box 953446
Saint Louis, MO 63195
CAH Acquisition Company 6, LLC 19-01300
dba I-70 Community Hospital
PO Box 953241
Saint Louis, MO 63195-3241
Business Description: Prague Community Hospital --
http://www.praguehospital.com--
offers a broad range of services including
emergency, radiology, laboratory, physical
rehabilitation, acute care, swing bed care
and family clinic.
I-70 Community Hospital --
http://www.i70hospital.com-- is a 15 bed
acute care hospital with critical access
designation by Medicare. Services include a
24 hour emergency department, diagnostic
radiology, laboratory, rehabilitation
service, and swing bed services.
Chapter 11 Petition Date: March 21, 2019
Court: United States Bankruptcy Court
Eastern District of North Carolina
Judge: Hon. Joseph N. Callaway
Debtors' Counsel: Rayford K. Adams, III, Esq.
SPILMAN THOMAS & BATTLE, PLLC
110 Oakwood Dr., Suite 500
Winston-Salem, NC 27103
Tel: 336 631-1067
336-725-4710
Fax: 336 725-4476
Email: tadams@spilmanlaw.com
CAH Acquisition Company 7's
Estimated Assets: $0 to $50,000
CAH Acquisition Company 7's
Estimated Liabilities: $1 million to $10 million
CAH Acquisition Company 6's
Estimated Assets: $0 to $50,000
CAH Acquisition Company 6's
Estimated Liabilities: $1 million to $10 million
The petitions were signed by Jorge Perez, Board chairman.
A full-text copy of CAH Acquisition Company 7's petition
containing, among other items, a list of the Debtor's 20 largest
unsecured creditors is available for free at:
http://bankrupt.com/misc/nceb19-01298.pdf
A full-text copy of CAH Acquisition Company 6's petition
containing, among other items, a list of the Debtor's 20 largest
unsecured creditors is available for free at:
http://bankrupt.com/misc/nceb19-01300.pdf
Pending bankruptcy cases filed by affiliates:
Debtor Petition Date Case No.
------ ------------- --------
CAH Acquisition Company #1, LLC 2/19/19 19-00730
d/b/a Washingto County Hospital
CAH Acquisition Company #2, LLC 3/17/19 19-01230
CAH Acquisition Company #3, LLC 3/14/19 19-01180
CAH Acquisition Company #4 3/17/19 19-01228
CAH Acquisition Company 12, LLC 3/17/19 19-01229
CAH Acquisition Company 16, LLC 3/17/19 19-01227
CARROLS RESTAURANT: S&P Ups ICR to 'B' on Improved Operating Scale
------------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on U.S.
restaurant operator Carrols Restaurant Group Inc. to 'B' from 'B-'
and removed it from CreditWatch.
Carrols Restaurant Group is merging with Cambridge Franchise
Holdings LLC in an approximately $238 million
transaction, largely funded with equity, that will grow its
geographic footprint. Carrols Restaurant Group will be the
surviving entity. In conjunction with the acquisition, the company
is issuing a seven-year, $400 million first-lien term loan B and a
five-year, $125 million senior secured revolving credit facility to
refinance its debt.
S&P also assigned a 'B' issue-level and '3' recovery rating to the
proposed senior secured credit facilities.
"The upgrade reflects improved geographic diversification and scale
of the combined business despite significant execution risks we
associate with integrating an acquisition of this size. The
transaction is consistent with Carrols' history of aggressive
acquisitive growth of underperforming units," S&P said. "We believe
the acquired units will require significant capital expenditures
and that Carrols intends to pursue an aggressive growth strategy.
We expect this to result in negative free cash flows and
significant revolver borrowings over the next two years."
The stable outlook reflects S&P's expectation for modest
improvement in credit metrics, driven by EBITDA expansion from new
unit growth and operational improvement at the acquired Cambridge
restaurants. S&P forecasts fixed-charge coverage will stay in the
mid- to high-1x range over the next 12 months.
"We could lower the rating if we expect fixed-charge coverage to
stay at 1.5x or less. This could occur if the integration of newly
acquired units or the company's growth initiatives are
unsuccessful. For instance, if the company halts growth resulting
in about flat debt levels, and EBITDA margin declines by 200 basis
points, we could lower the rating," S&P said.
S&P said it could raise the rating if it expects the fixed-charge
coverage ratio to be sustained at 2.0x or higher. It would also
expect a continuing track record of operational execution including
performance improvement of the acquired units. In this instance,
S&P would look to sustained positive same store sales and EBITDA
margin expansion. Further, in order to raise the rating S&P would
consider management's appetite for future acquisition activity and
its approach to leverage.
CAVISTON INC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Caviston, Inc.
dba 2FANZ
fdba Pro Image
fdba Fan2Fan
352 Landis Road
Harleysville, PA 19438
Business Description: Caviston, Inc. is a privately held company
whose principal assets are located at
109 Montgomeryville Mall North Wales, PA
19454.
Chapter 11 Petition Date: March 22, 2019
Court: United States Bankruptcy Court
Eastern District of Pennsylvania (Philadelphia)
Case No.: 19-11782
Judge: Hon. Eric L. Frank
Debtor's Counsel: David B. Smith, Esq.
SMITH KANE HOLMAN, LLC
112 Moores Road, Suite 300
Malvern, PA 19355
Tel: (610) 407-7217
(610) 407-7215
Fax: (610) 407-7218
E-mail: dsmith@skhlaw.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by William Caviston, president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at:
http://bankrupt.com/misc/paeb19-11782.pdf
CHARIOTS OF HIRE: Taps Scott Law Group as Legal Counsel
-------------------------------------------------------
Chariots of Hire Inc. received approval from the U.S. Bankruptcy
Court for the Eastern District of Tennessee to hire Scott Law
Group, PC as its legal counsel.
The firm will represent the Debtor in negotiation with its
creditors, assist the Debtor in the preparation of a plan of
reorganization, and provide other legal services in connection with
its Chapter 11 case.
C. Dan Scott, Esq., the attorney who will be handling the case,
charges an hourly fee of $250. The firm's paralegals will charge
$75 per hour.
Scott Law Group received a retainer of $12,500 and $1,717 for the
filing fee.
Mr. Scott disclosed in a court filing that he and other attorneys
of his firm neither hold nor represent any interest adverse to the
Debtor's bankruptcy estate.
The firm can be reached through:
C. Dan Scott, Esq.
Scott Law Group, PC
P.O. Box 547
Seymour, TN 37865
Tel: (865) 246-1050
Fax: (865) 321-8378
Email: dan@scottlawgroup.com
About Chariots of Hire
Chariots of Hire, Inc. is a transportation company in Louisville,
Tennessee. The Company's fleet includes sedans (Cadillac, Mercedes
& Town Cars), SUVs (Navigators & Escalades), passenger Limousines,
Sprinter vans, passenger mini buses, passenger mid-size buses,
passenger executive bus, and passenger motor coaches.
Chariots filed a Chapter 11 petition (Bankr. E.D. Tenn. Case No.
19-30281), on Feb. 1, 2019. The petition was signed by John Mark
Parsons, president. At the time of filing, the Debtor estimated $1
million to $10 million in assets and $1 million to $10 million in
liabilities. The case has been assigned to Judge Suzanne H.
Bauknight. The Debtor is represented by C. Dan Scott, Esq., at
Scott Law Group, PC.
CHURCHILL DOWNS: Moody's Rates New $600MM Sr. Unsec. Notes Ba3
--------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to Churchill Downs
Incorporated's (CDI) proposed $600 million senior unsecured notes
due 2027. Proceeds from the new offering will be used to repay
outstanding bank debt. The proposed notes will be guaranteed by
each of CDI's domestic subsidiaries that guarantee its senior
secured credit facility and its existing senior notes due 2028.
CDI has a Ba2 Corporate Family Rating, Ba2-PD Probability of
Default Rating, and stable rating outlook. The company's senior
secured bank loan is rated Ba1 and its senior unsecured note rating
is Ba3.
Assignments:
Issuer: Churchill Downs Incorporated
Senior Unsecured Regular Bond/Debenture, Assigned Ba3 (LGD5)
RATINGS RATIONALE
CDI's Ba2 Corporate Family Rating reflects the company's
demonstrated earnings stability and ability to generate a
meaningful amount of positive free cash along with its continued
policy and practice of operating with moderate leverage. Positive
credit consideration also includes the strong history, popularity
and performance of the Kentucky Derby. Credit challenges include
the highly discretionary nature of consumer spending on traditional
gaming and betting activities in general, along with the fact that
the Kentucky Derby accounts for a significant portion of the
company's consolidated segment EBITDA.
CDI's stable rating outlook considers Moody's view that CDI will
continue to maintain a financial policy consistent with its current
rating. And while Moody's expects there will be short periods where
the company's debt/EBITDA will rise as a result of acquisitions and
other investment activity -- debt/EBITDA on a pro forma basis for
recent acquisitions is about 4.5 times on a Moody's adjusted basis
-- it's expected the company will continue to maintain debt/EBITDA
at/below 4.0 times over the long-term along with a very good
liquidity profile.
Ratings improvement is limited at this time given Moody's
expectation that CDI will not likely choose to operate with
debt/EBITDA below 3.0 times, the level needed for a higher rating.
A higher rating also requires that the company maintain its very
good liquidity profile. Ratings could be downgraded if it appears
CDI changes its financial policy to allow debt/EBITDA to remain
above 4.0 times for an extended period of time.
CDI's gaming operations consist of ten properties in seven states.
The company's racing operations consist of six wholly-owned
racetracks. CDI's online operations include an advanced deposit
wagering business, TwinSpires.com, the largest ADW platform in the
U.S., United Tote, a supplier of totalisator systems, and an
information services business that provides handicapping and
breeding data and publications. Net revenue for CDI's latest
12-month period ended Dec, 30, 2018 was about $1.01 billion.
COAST TO COAST: Taps Levene Neale as Legal Counsel
--------------------------------------------------
Coast to Coast Holdings, LLC, received approval from the U.S.
Bankruptcy Court for the Central District of California to hire
Levene, Neale, Bender, Yoo & Brill LLP as its legal counsel.
The firm will advise the Debtor regarding the requirements of U.S.
bankruptcy law; represent the Debtor in negotiations to obtain
financing; assist in the preparation of a plan of reorganization;
and provide other legal services in connection with its Chapter 11
case.
David Golubchik, Esq., and John-Patrick Fritz, Esq., the attorneys
who will be handling the case, will charge $625 per hour and $580
per hour, respectively.
Levene received a retainer of $20,000, inclusive of the $1,717
filing fee. The source of funds was a capital contribution.
Mr. Fritz, a partner at Levene, disclosed in a court filing that
his firm is "disinterested" as defined in section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
John-Patrick M. Fritz, Esq.
Levene, Neale, Bender, Yoo & Brill LLP
10250 Constellation Blvd., Suite 1700
Los Angeles, CA 90067
Tel: 310-229-1234
Fax: 310-229-1244
Email: jpf@lnbyb.com
About Coast to Coast Holdings
Coast to Coast Holdings, LLC, is a limited liability company formed
under the laws of Wyoming. Its primary asset is a real property
with a four-bedroom, five-bath house located at 1140 Henry Ridge
Motorway, Topanga, California.
Coast to Coast Holdings sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Cal. Case No. 19-10112) on Jan. 16,
2019. At the time of the filing, the Debtor estimated assets of $1
million to $10 million and liabilities of $1 million to $10
million. The case is assigned to Judge Victoria S. Kaufman. The
Debtor tapped Levene, Neale, Bender, Yoo & Brill LLP as its legal
counsel.
CONSOLIDATED INFRASTRUCTURE: Taps Omni as Administrative Agent
--------------------------------------------------------------
Consolidated Infrastructure Group, Inc., received approval from the
U.S. Bankruptcy Court for the District of Delaware to hire Omni
Management Group, Inc. as its administrative agent.
The firm will provide bankruptcy administrative services, which
include the solicitation, balloting, tabulation and calculation of
votes, preparation of reports in support of any bankruptcy plan,
and managing distributions pursuant to the plan.
Omni will be paid at these hourly rates for its services:
Analyst $25 - $40
Consultants $50 - $125
Senior Consultants $140 - $155
Equity Services $175
Technology/Programming $85 - $135
Prior to the petition date, the Debtor provided the firm a retainer
in the amount of $20,000.
Paul Deutch, senior vice president of Omni, disclosed in a court
filing that his firm is "disinterested" as defined in Section
101(14) of the Bankruptcy Code.
Omni can be reached through:
Paul H. Deutch
Omni Management Group
1120 Avenue of the Americas, 4th Floor
New York, NY 10036
Tel: 212-302-3580
Fax: 212-302-3820
Email: nycontact@omnimgt.com
About Consolidated Infrastructure
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: Taps Richards Layton as Legal Counsel
------------------------------------------------------------------
Consolidated Infrastructure Group, Inc., received approval from the
U.S. Bankruptcy Court for the District of Delaware to hire
Richards, Layton & Finger, P.A. as its legal counsel.
The firm will advise the Debtor of its rights, powers and duties
under the Bankruptcy Code; assist the Debtor in any potential sale
or disposition of its assets; prepare a bankruptcy plan; and
provide other legal services in connection with its Chapter 11
case.
Richards Layton charges these hourly fees:
Directors $700 - $925
Counsel $635 - $650
Associates $350 - $625
Paraprofessionals $265
The principal attorneys and paraprofessionals designated to handle
the case are:
Daniel DeFranceschi $925
Russell Silberglied $900
Paul Heath $800
Zachary Shapiro $635
Brett Haywood $505
Megan Kenney $420
Ann Jerominski $265
Prior to the petition date, the Debtor paid the firm a retainer in
the amount of $300,000.
Richards Layton is "disinterested" as defined in section 101(14) of
the Bankruptcy Code, according to court filings.
The firm can be reached through:
Daniel J. DeFranceschi, Esq.
Russell C. Silberglied, Esq.
Paul N. Heath, Esq.
Zachary I. Shapiro, Esq.
Brett M. Haywood, Esq.
Megan E. Kenney, Esq.
Richards, Layton & Finger, P.A.
One Rodney Square
920 North King Street
Wilmington, DE 19801
Telephone: (302) 651-7700
Facsimile: (302) 651-7701
Email: defranceschi@rlf.com
Email: silberglied@rlf.com
Email: heath@rlf.com
Email: shapiro@rlf.com
Email: haywood@rlf.com
Email: kenney@rlf.com
About Consolidated Infrastructure
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.
CORNERSTAR WINE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Cornerstar Wine & Liquor, LLC
15405 E. Briarwood Circle #C
Aurora, CO 80016
Business Description: Cornerstar Wine & Liquor, LLC is an Aurora,
Colorado-based distributor of wines,
liquors, and beers.
Chapter 11 Petition Date: March 22, 2019
Court: United States Bankruptcy Court
District of Colorado (Denver)
Case No.: 19-12135
Judge: Hon. Elizabeth E. Brown
Debtor's Counsel: Lee M. Kutner, Esq.
KUTNER BRINEN, P.C.
1660 Lincoln St., Ste. 1850
Denver, CO 80264
Tel: 303-832-2400
E-mail: lmk@kutnerlaw.com
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Shelly Dragul, manager.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at:
http://bankrupt.com/misc/cob19-12135.pdf
CROSSROADS FAMILY: Unsecureds to Get 1% Distribution Under Plan
---------------------------------------------------------------
Crossroads Family Farms Equipment, LLC, filed a Chapter 11 plan and
accompanying disclosure statement, proposing the following:
Class 4: Unsecured Non-Priority Claims. Class 4 shall consist of
the allowed unsecured non-priority claims. The unsecured claims in
this class and Class 5 total approximately $3,754,000 amongst four
claimants. The unsecured creditors in this class and Class 5 shall
receive a prorata share from the aggregate amount of $25,000.00 to
be paid in equal annual installments of $5,000.00 commencing on
March 15, 2020, and continuing annually thereafter on March 15th of
each year for an additional four years at which time the claims
shall be satisfied in full. The Debtor estimates that unsecured
creditors will receive a distribution of approximately 1% under
this plan.
Class 3: Secured Claims of First Financial Bank. Class 3 shall
consist of First Financial Bank's claims entitled to secured
treatment. FFB is owed approximately $7,000,000.00 as of the
Petition Date. FFB has properly perfected liens against the
Debtor's farm equipment, which is worth approximately $130,000.00.
FFB shall be entitled to an allowed secured claim of $130,000.00.
The Allowed Secured Claim shall be amortized over five (5) years
and shall accrue interest at five percent (5%) commencing on the
month following the Confirmation Date or allowance of the claim,
whichever is later, resulting in annual payments of $30,026.72. The
first payment to FFB under the Allowed Secured Claim shall commence
on March 1, 2020, and continue annually thereafter on March 1st of
each year until March 1, 2024, at which time the Allowed Secured
Claim shall be satisfied in full.
Class 5: FFB Deficiency Claim. Class 5 shall consist of FFB's
allowed general unsecured deficiency claim. The amount of FFB's
allowed unsecured claim shall be determined by reducing the
Indebtedness by the Allowed Secured Claim and by any real estate or
other proceeds FFB receives or will receive from other related
debtors. FFB shall receive a pro-rata distribution.
Class 6: Shareholders. Brad Stephenson, Stacey Stephenson, Todd
Stephenson, and Christina Stephenson shall retain their interests
in Debtor. The claims of the Stephensons shall be, and hereby are,
subordinated to payment of the Class 4 claim holders as identified
above.
The plan payments set forth herein shall be paid by Crossroads
Family Farms, Inc. from the continued operation of the family farm
business.
A full-text copy of the Disclosure Statement dated March 18, 2019,
is available at https://tinyurl.com/y3otcbw2 from PacerMonitor.com
at no charge.
About Crossroad Family Farms
Crossroad Family Farms, GP -- http://www.crossroadsff.com/-- is a
privately held company in the crops farming business.
Crossroad Family Farms filed its petition for relief under Chapter
11 of the Bankruptcy Code on Aug. 23, 2018. In the petition signed
by Bradley Stephenson, authorized signatory, the Debtor disclosed
$1,888,697 in total assets and $7,506,694 in total liabilities.
The Hon. James M. Carr oversees the case. Jeffrey M. Hester, Esq.
at Hester Baker Krebs LLC, represents the Debtor.
CURO GROUP: S&P Affirms 'B-' ICR on Expected Leverage Stability
---------------------------------------------------------------
S&P Global Ratings announced that it affirmed its 'B-' long-term
issuer credit ratings on Curo Group Holdings Corp. and said the
outlook remains positive.
Curo Group Holdings exited the U.K. market on Feb. 25, 2019, after
a tumultuous end to 2018, when the company had to lower its
guidance meaningfully after financial results from the transition
into open-end loans in Ontario were worse than it expected.
At the same time, S&P affirmed its 'B-' issue rating on the
company's senior secured notes. The recovery rating is '4',
indicating S&P's expectation of average recovery (30%-50%, rounded
estimate: 35%) in the event of default.
"Our positive outlook reflects S&P Global Ratings' view that Curo
Group Holdings Corp. will maintain a debt to EBITDA ratio between
3.5x and 4.0x without significant regulatory actions in 2019.
Despite guidance revisions at the end of 2018 and an exit from the
U.K. market because of regulatory issues, we expect more stability
and EBITDA growth in 2019 as the company does not plan for product
transitions of the size that occurred in 2017 and 2018," S&P said.
"Risks to our forecast continue to be higher-than-expected loan
loss provisions and unforeseen regulatory actions, particularly if
they occur in Texas, Ontario, or California, which represented
24.9%, 11.0%, and 18.3% of 2018 revenues, respectively."
The positive outlook reflects S&P's view that Curo will be able to
maintain debt to EBITDA between 3.5x and 4.0x for the next 12
months.
S&P said it could revise the outlook to stable if regulatory,
operational, or funding challenges begin to push leverage above
4.0x debt to EBITDA on a sustainable basis. Higher leverage would
likely be the result of higher-than-expected provisions or
unforeseen regulatory actions, according to S&P.
"We could raise the ratings if the company maintains leverage of
below 4.0x debt to EBITDA and above 3.0x interest coverage while
growing or maintaining stable EBITDA and continuing to shrink
single-pay revenue as a percentage of total revenue," S&P said.
DECOR HOLDINGS: Files Chapter 11 Plan of Liquidation
----------------------------------------------------
The Decor Holdings, Inc., et al., filed a Chapter 11 plan of
liquidation and accompanying Disclosure Statement.
Class 1 - Senior Secured Loan Claims. Holders of the Senior Secured
Loan Claims will receive out of the Remaining Assets (i) the net
proceeds, if any from the Sale or other disposition of the Assets
which secure such claims, or (ii) such other, less favorable
treatment as my be agreed to in writing by the Holders of the
Senior Secured Loan Claims and the Plan Administrator
Class 2 - Junior Secured Claims. Holders of the Junior Secured Loan
Claims will receive out of the Remaining Assets (i) the net
proceeds, if any, from the Sale or other disposition of the Estate
Assets which secure such Claims, after payment, in full, of any
other claims that hold a security interest in the Estate Assets
that is senior to the Junior Secured Loan Claims’ interests; or
(ii) such other, less favorable treatment as my be agreed to in
writing by the holders of the Junior Secured Loan Claims and the
Plan Administrator.
Class 3 - Other Secured Claims. Holders of Other Secured Claims
will receive out of the Remaining Assets (i) the net proceeds, if
any, from the Sale or other disposition of the Estate Assets which
secure such claims, after payment, in full, of any other claims
that hold a security interest in the Estate Assets that is senior
to the Other Secured Claims’ interest; or (ii) such other, less
favorable treatment as my be agreed to in writing by the holders of
the Junior Secured Loan Claims and the Plan.
Class 5 - General Unsecured Claims. Each holder of an Allowed
Class 5 Claim will receive in respect of such Claim its Pro Rata
distribution of Cash out of the Remaining Assets after the payment
in full of Administrative and Priority Claims, and Class 1 through
Class 3 Claims.
The Debtors forecast that the Cash payments to be made pursuant to
the Plan will be funded through the amounts obtained from the sale
of substantially all the Debtors’ assets. Since a form of
liquidation is proposed in the Plan and no further financial
reorganization of the Debtors is contemplated, the Debtors believe
that the Plan meets the feasibility requirement.
The Confirmation Hearing will commence on May 2, 2019 at prevailing
Eastern Time, before the Honorable Robert E. Grossman, in the
United States Bankruptcy Court for the Eastern District of New
York, Alfonse M. D’Amato Federal Courthouse, 290 Federal Plaza,
Central Islip, New York 11722. The Plan Objection Deadline is 4:00
p.m. prevailing Eastern Time on April 29, 2019.
A full-text copy of the Disclosure Statement dated March 18, 2019,
is available at https://tinyurl.com/y565tka6 from omnimgt.com at no
charge.
About Robert Allen Duralee Group
The Robert Allen Duralee Group - https://www.robertallendesign.com/
-- is a supplier of decorative fabrics and furniture to the design
industry in the United States. In addition to their own extensive
product lines, the Robert Allen Duralee Group represents six other
furnishing companies, including Paris Texas Hardware, The Finial
Company, Clarke & Clarke, Thibaut and Byron & Byron. The Robert
Allen Duralee Group maintains showroom premises located in major
metropolitan cities across the United States and Canada, and an
extensive worldwide agent showroom network that collectively
service more than 30 countries around the globe. Decor is a
privately-owned company with headquarters in Hauppauge, New York.
The Robert Allen Duralee Group, Inc., and 4 related entities,
including ultimate parent Decor Holdings, Inc., sought Chapter 11
protection on Feb. 12, 2019. The lead case is In re Decor Holdings,
Inc. (Bankr. E.D.N.Y., Lead Case No. 19-71020).
Decor Holdings estimated assets of $50 million to $100 million and
liabilities of $50 million to $100 million as of the bankruptcy
filing.
The Hon. Robert E. Grossman is the case judge.
The Debtors tapped Hahn & Hessen LLP as counsel; Halperin Battaglia
Benzija, LLP, as special counsel; RAS Management Advisors, LLC, as
restructuring advisor; Blum Shapiro as tax advisor; SSG Capital
Advisors, LLC, as investment banker; Great American as sales agent;
and Omni Management Group, Inc., as claims agent.
DIGITAL REALTY: Fitch Rates $200MM Class K Preferred Stock 'BB+'
----------------------------------------------------------------
Fitch Ratings has affirmed the ratings of Digital Realty Trust,
Inc. (NYSE: DLR) and Digital Realty Trust, L.P., including the
Long-Term Issuer Default Ratings (IDRs) at 'BBB'. Fitch has also
assigned a 'BB+' rating to DLR's $200 million 5.850% Series K
Cumulative Redeemable Preferred Stock. The Rating Outlook is
Stable.
DLR's credit strengths include a global platform, granular tenant
base, good access to multiple forms of capital, strong liquidity,
conservative capital raising strategy and strong management. These
credit positives are balanced by the less established record as a
property type and more limited access to the liquid investment
market and leveragability relative to other commercial property
asset classes.
Key Rating Drivers
Ascenty Acquisition Temporarily Increases Leverage: Due to the
entirely debt-funded acquisition of Ascenty in December 2018, DLR's
leverage (net debt, excluding preferred stock, to recurring
operating EBITDA) has increased to 5.9x for FY2018. However, as the
company is expected to enter into an unconsolidated joint venture
(JV) with Brookfield Infrastructure, with each partner owning 49%
of the total equity interest, Fitch expects leverage to revert back
to low-5x by YE 2019. DLR's leverage is 0.4x higher when including
50% of preferred stock as debt for the year ended Dec. 31, 2018.
Fitch expects leverage will sustain near 5x throughout the forecast
period (5.0x to 5.5x for leverage including 50% of preferred
stock), consistent with the company's historical leverage levels
and current financial policy. Fixed-charge coverage is expected to
sustain in the mid- to high-3x through the projection period.
Global Platform, Diverse Product Offering: DLR's product offering
consists of turn-key flex, powered base buildings, colocation and
interconnection across its approximately 200 data centers (DC)
worldwide. Through acquisitions over the last few years the company
has diversified its product offering and become a one-stop-shop for
data center needs. DLR benefits from a granular tenant roster and
average lease terms of around five years. With its recent
acquisition of Ascenty and expected conversion to a JV with
Brookfield Infrastructure, DLR is increasing its international
market exposure in one of Latin America's largest markets.
Diversified Capital Access: DLR has demonstrated strong access to
both equity and debt capital markets. The issuer has accessed the
USD, EUR and GBP debt capital markets with multiple bond issuances,
has issued multiple series of preferred equity, and continues to
issue common equity, with an at-the-market program currently in
place. DLR has also entered into several joint ventures with
sizable domestic and foreign partners, most recently with
Brookfield Infrastructure in the $1.8 billion Ascenty deal. The
company has access to a range of currencies under its global
revolving credit facility and multi-currency term loans. In 2018,
DLR has added a Japanese yen-denominated revolving credit facility.
The company's sterling and euro bonds function as a natural hedge
given its exposure to the UK and Eurozone countries.
Strong Asset Ownership: Fitch views DLR's ownership of the vast
majority of its data center portfolio as a positive, although this
is offset by what Fitch views as more limited secured mortgage
capital access versus other REIT asset groups. Fitch calculates
DLR's ratio of unencumbered assets (unencumbered NOI divided by a
stressed 9% capitalization rate) divided by unsecured debt at
around 1.8x at Dec. 31, 2018. However, when considering the
expected equity issuance and contribution by Brookfield
Infrastructure related to the Ascenty JV, Fitch expects UA/UD
coverage to improve to around 2.2x on a pro-forma basis, which is
in line with other investment-grade REITs.
Limited Contingent Liquidity: DLR's ratings are constrained by what
Fitch views as limited availability of mortgage capital for data
centers, which reduces the company's sources of contingent
liquidity relative to other commercial real estate property types
during periods of potential financial stress. Fitch also believes
the asset class has limited alternative uses, which further limits
downside protection. To offset this potential downside, Fitch's
rating sensitivities maintain more conservative credit metrics
relative to other 'BBB' category REITs with commercial tenants.
Capital Intensity Limits FCF: Fitch believes the active external
investment programs of most DC operators will constrain
pre-dividend FCF generation in the next few years, limiting
positive ratings momentum. FCF, defined as cash from operations
less capex, has been immaterial to negative for most leading DC
providers and Fitch does not expect this dynamic to change in the
near-term. DLR continues to spend heavily to capture market demand,
but significant amounts of investment capital flowing to the space
brings risk of supply/demand imbalance over time. DLR allocated
76%-125% of NOI toward maintenance and revenue generating capex in
the past few years and Fitch expects a similar level in 2019-2022.
Fitch conservatively estimates that maintenance capex for DC
operators is likely in the 10% to 20% range of NOI, which is above
issuer-provided guidance and is consistent with the hotel and
office sectors at the high end of the CRE property type spectrum.
Secular Industry Tailwinds: Secular tailwinds will continue to
benefit the US DC hosting and service industry due to global
internet adoption, smartphone/mobile usage, IT outsourcing and
migration from on premise DCs. Fitch believes demand will remain
strong for global DC services in the next several years and this
should support Digital's revenue growth. Customers generally enter
into multi-year service contracts and DLR has a relatively low
churn rate, which should further support stability of cash flows.
Fitch believes these factors provide for a high degree of
predictability in DLR's organic financial outlook.
Cloud Risk and Opportunity: Fitch believes large, diversified
technology firms with fast growing cloud computing operations, such
as Microsoft (AA+/Stable), Amazon (A+/Stable) and Google, could
cause further divergence of growth and credit profiles across the
sector. DC competition is intense, pricing is under pressure and
market share dynamics are changing. Cloud/hyperscale providers
Amazon (Amazon Web Services, AWS), Microsoft (Azure) and Google
(Google Cloud Platform) each scaled their business dramatically in
the past few years, taking share and transforming the way
enterprises and small businesses think about DC needs. Even though
Equinix (BB+/Positive) and Digital Realty still lead as stand-alone
DC providers, Fitch believes each has less of a stronghold than
historically.
Deep Management Bench, Conservative Principles: The company's
management team has extensive data center real estate expertise and
capital markets experience. DLR has established a track record of
funding large scale acquisitions on a leverage-neutral basis,
pre-funding the equity portion at the announcement of the
transaction to minimize capital markets execution risk, which Fitch
views positively.
Preferred Stock Notching: The two-notch differential between DLR's
IDR and preferred stock rating is consistent with Fitch's
"Corporates Hybrids Treatment and Notching Criteria". The
securities are deeply subordinated and have loss absorption
elements that would likely result in poor recoveries in the event
of a corporate default
Derivation Summary
Fitch's rating reflects the strong and diverse tenant profile and
wide range of product offerings that make the company a
one-stop-shop for data center needs. Despite DLR's smaller size,
Fitch rates the company higher than Equinix (BB+/Positive) due to
DLR's larger owned unencumbered property portfolio, which enhances
its contingent liquidity and its longer remaining lease terms
averaging 4.6 years across its portfolio at Dec. 31, 2018 versus
EQIX's one to three year leases that expose it to greater cash flow
volatility. The industry benefits from strong longer-term secular
demand for data center space given the expected growth in the need
for backup, storage, cloud computing and the growth in the
technology space generally. Fitch's ratings acknowledge meaningful
competitive risk from large technology providers such as Amazon,
Microsoft and Google that have scaled their DC offerings
meaningfully in recent years and continue to capture share. Fitch
believes this risk is mitigated to a certain extent by long-term
contracts in-place, hybrid DC architectures that will include both
public/private cloud and colocation, and cloud providers relying on
colocation providers such as DLR for wholesale space. However,
Fitch believes it is critical to monitor this key credit risk.
Both Equinix and DLR maintain a global footprint that enhances
connectivity and value to its tenants. Fitch's rating sensitivities
generally contemplate DLR maintaining more conservative credit
metrics relative to other 'BBB' category REITs with commercial
tenants, such as office property owner Boston Properties, Inc.
(BBB+/Stable) and industrial property landlord Prologis, Inc.
(BBB+/Positive), due to the shallower depth of private
institutional equity and secured mortgage debt capital access for
data centers relative to major REIT property types.
Key Assumptions
Fitch's Key Assumptions in the Rating Case for the Issuer
-- Relatively flat SSNOI growth in 2019, due to high competition
and DFT portfolio expirations, with slow recovery in 2020-2022
driven by higher GAAP lease spreads;
-- Currently consolidated Ascenty transaction to move into
unconsolidated JV, with a $613 million contribution from
Brookfield. Secured $600 million "Ascenty loan" moves off balance
sheet in 2019, DLR repays the $375 million loan connected to the
Ascenty deal. DLR makes a $150 million development contribution to
the Ascenty JV in 2019. This brings DLR's net leverage back to mid
5x;
-- Closing of forward equity offering of $1.1 billion in 2019,
with smaller annual issuances thereafter of $200 million-$300
million under its $1 billion ATM program;
-- Annual development/acquisition activity of around $1.3 billion
in 2019-2021. Dispositions of $100 million annually through the
forecast with the remainder funded by net debt proceeds;
-- Available funds from operations (AFFO) payout ratio remains
around 60%-70% range and allows DLR to meaningfully retain cash
after distributions.
RATING SENSITIVITIES
Developments That May, Individually or Collectively, Lead to
Positive Rating Action
-- Fitch's expectation of net debt to recurring operating EBITDA
sustaining below 5x in conjunction with increased mortgage lending
activity in the data center sector, demonstrating contingent
liquidity for the property type;
-- Fitch's expectation of REIT fixed-charge coverage sustaining
above 3x.
Developments That May, Individually or Collectively, Lead to
Negative Rating Action
-- Fitch's expectation of net debt to recurring operating EBITDA
sustaining above 6x;
-- Fitch's expectation of REIT fixed-charge coverage sustaining
below 2.5x;
-- Fitch's expectation of unencumbered asset coverage of
unsecured debt (UA/UD), at a stressed 9% capitalization rate,
sustaining below 2.0x;
-- Sustained declines in rental rates and same-property net
operating income.
Liquidity and Debt Structure
DLR operates under a predominantly unsecured borrowing strategy
that is consistent with investment grade REIT issuers. DLR
maintains flexibility on its revolving credit facility to provide
temporary capital for working capital needs, maintenance capex and
investment capital prior to issuing more permanent financing via
the unsecured bond and equity capital markets. DLR has adequate
liquidity coverage and is able to retain a significant amount of
capital through a below-average payout ratio. Fitch sustains lower
leverage sensitivities for data center REITs relative to other
'BBB' category rated REITs issuers to account for the less
established record of the financeability of this property type
during a recession.
Adequate Liquidity Coverage: Fitch estimates DLR's sources of
liquidity (unrestricted cash, availability under its revolving
credit facilities, and retained cash flow after
dividends/distributions) to be sufficient to cover debt maturities
and committed expenditures by 0.9x through 2020. However, due to
issuance of debt and preferred stock in early 2019 and expected
transactions related with the closing of the Ascenty JV, Fitch
calculated pro-forma liquidity coverage to improve to 1.6x. DLR
maintains $0.9 billion of capacity on its revolver at Dec. 31,
2018, and has a well-laddered debt maturity schedule with no year
of maturities at 10% or more of total debt until 2023.
Low AFFO Payout Ratio: DLR retains significant amounts of capital
with a below-average payout ratio. Digital's AFFO payout ratio has
remained in the mid to high-60% range for the last several quarters
and years, enabling the company to retain nearly $433 million
during the FY2018.
Temporarily Below-Average UA/UD Ratio: DLR has a UA/UD coverage
ratio of 1.8x as of Dec. 31, 2018, which is slightly below the 2x
level typical of investment-grade REITs. However, since DLR took on
debt to fund the entire acquisition of Ascenty at the end of 2018,
Fitch estimates that by adding $1.1 billion in expected equity
proceeds and $614 million in contributions from Brookfield
Infrastructure upon closing the JV transaction, coverage will
improve to 2.2x on a pro-forma basis. Fitch lowered its stressed
cap rate for wholly owned properties for calculating DLR's UA/UD to
9% from 10%, based on improvement in institutional investor and
lender appetites for data centers. The latter primarily includes
stronger access to the pro-cyclical CMBS and ABS markets and, to a
lesser extent through private mortgages.
Summary of Financial Adjustments
-- Fitch has adjusted recurring operating EBITDA for stock-based
compensation and certain non-recurring or non-cash items.
-- Fitch considers the DLR's preferred securities to be 50% debt
for select credit ratios. Certain metrics calculate leverage before
preferred stock, including REIT Leverage.
RATING ACTIONS
ENTITY/DEBT RATING PRIOR
Digital Realty Trust, Inc. LT IDR BBB Affirmed BBB
preferred LT BB+ Affirmed BB+
preferred LT BB+ New Rating
Digital Realty Trust, L.P. LT IDR BBB Affirmed BBB
senior unsecured LT BBB Affirmed BBB
Digital Stout Holding, LLC
senior unsecured LT BBB Affirmed BBB
Digital Euro Finco LLC
senior unsecured LT BBB Affirmed BBB
EDWARD'S BODY: Taps Lionel Bryan as Special Counsel
---------------------------------------------------
Edward's Body Shop & Auto Repair, Inc., received approval from the
U.S. Bankruptcy Court for the Southern District of Florida to hire
Lionel Bryan, Esq., as his special counsel.
The attorney will represent the Debtor in a state court action
styled Edward's Body Shop & Auto Repair, Inc. v. Best Food Group,
Case No. 16-16445 CC (05) pending before the Miami-Dade County
Circuit Court.
The Debtor has agreed to perform body and painting work on Mr.
Bryan's vehicle with a value of between $5,000 and $6,000 in
exchange for the attorney's legal services.
Mr. Bryan is "disinterested" as defined in section 101(14) of the
Bankruptcy Code, according to court filings.
About Edward's Body Shop
Edward's Body Shop & Auto Repair, Inc. is a privately held company
in Miami, Florida, that provides automotive repair and maintenance
services. It was incorporated in 1986.
Edward's Body Shop & Auto Repair sought protection under Chapter 11
of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-10172) on Jan.
6, 2019. At the time of the filing, the Debtor estimated assets of
$1 million to $10 million and liabilities of less than $1 million.
The case has been assigned to Judge Jay A. Cristol. Orshan, P.A.,
is the Debtor's counsel.
EMERALD ISLES: Time of April 18 Hearing Moved to 2:45 P.M.
----------------------------------------------------------
The evidentiary hearing to be held on April 18, 2019, is moved from
2:00 PM to 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 explaining Emerald
Isles Holdings, LLC dba McK's Tavern.
Objections to the proposed disclosure statement may be filed with
the Court at any time before or at the hearing.
About Emerald Isles Holdings
Emerald Isles Holdings, LLC, filed a Chapter 11 petition (Bankr.
M.D. Fla. Case No. 18-04156) on July 12, 2018. In the petition
signed by its president, Scot A. Lawson, the Debtor estimated
assets and liabilities of less than $1 million. The Debtor is
represented by Chad T. Van Horn, Esq. of Van Horn Law Group, P.A.
EQUINIX INC: Fitch Raises IDR to 'BB+'; Outlook Positive
--------------------------------------------------------
Fitch Ratings has upgraded the ratings for Equinix, Inc. (NASDAQ:
EQIX), including the Long-Term Issuer Default Rating (IDR) to 'BB+'
from 'BB'. The Rating Outlook is Positive.
The ratings upgrade is based on the improvement in the company's
owned asset percentage to around 50% of net operating income (NOI)
and the improvement in Equinix's leverage and unencumbered asset to
unsecured debt (UA/UD) ratios, including through its February 2019
$1.2 billion equity sale. EQIX's portfolio quality, liability
profile and capital access are consistent with a low IG-rated U.S.
equity REITs.
The Positive Outlook reflects Fitch's expectation that EQIX's UA/UD
ratio will improve to around 2.0x during the one-to-two year Rating
Outlook horizon through delevering, incremental NOI from
unencumbered developments and an increase in the percentage of fee
simple owned properties. EQIX's low absolute and relative UA/UD
coverage ratio of 1.8x is a rating concern. Fitch views 2.0x UA/UD
coverage as more consistent with investment grade U.S. equity
REITs.
Key Rating Drivers
Equity Issuance Reduces Leverage: Fitch expects Equinix to sustain
lease adjusted net debt to recurring operating EBITDAR at slightly
above 4.0x and net leverage at or below 4.0x throughout its 2022
rating case projections. These metrics are strong for a U.S. equity
REIT at the 'BB+' level but appropriate given limited secured
mortgage access for data center assets that results in weaker
relative contingent liquidity.
Equinix's February 2019 $1.2 billion equity issuance brought the
company's leverage closer to its 3x-4x net leverage target.
Acquisitions and developments drove the company's lease-adjusted
net leverage to 4.7x at year-end 2018 or 4.4x net leverage (net
debt, excluding preferred stock, to recurring operating EBITDA).
Fitch expects fixed charge coverage to sustain in the
mid-to-high-4x range through the projection period.
Global Data Center Operator: Equinix has a strong competitive
position through its global network of colocation data centers,
which should result in continued growth, given high entry barriers
and network effects. While constituting a smaller share of its
revenues, Equinix's interconnection services are a key business
driver that allows major networks, enterprises and business
partners to interconnect to each other and to available networks.
Equinix's cash flow growth is further supported by its globally
diversified portfolio of approximately 200 data centers, which
serve a granular tenant base across multiple industries. Equinix's
2018 acquisitions of Infomart in Dallas and Metronode in Australia
expanded the company's footprint in two key markets.
Diversified Capital Access: Equinix has demonstrated consistent
access to the USD, EUR, GBP, SEK, and JPY debt capital markets and
continues to issue equity through its at-the-market program. The
company's foreign currency debt provides a natural FX hedge.
Equinix's recent $1.2 billion underwritten equity issuance and
active at-the-market equity program are examples of the company's
healthy equity capital access.
Asset Ownership Increasing: Equinix is committed to an unsecured
funding profile, which Fitch views favorably and as in-line with
investment-grade issuers. Fitch calculates the ratio of
unencumbered assets (unencumbered NOI divided by a stressed
capitalization rate) divided by unsecured debt at around 1.8x.
Equinix's contingent liquidity has historically been lower than its
peer DLR (BBB/Stable) due to the lower level of ownership of its
assets. However, Equinix has increased its share of owned assets,
which currently comprise approximately 55% of recurring revenue
versus 36% in 1H 2016. Also, when considering the recent equity
issuance of $1.2 billion Equinix's net UA/UD ratio improves to 2.1x
on a pro forma basis.
Limited Contingent Liquidity: Equinix's ratings are constrained by
its data center portfolio focus, which is a less established
property type with weaker liquidity elements and secured mortgage
capital access. The limited availability of mortgage capital for
data centers reduces the company's sources of contingent liquidity
relative to other commercial real estate property types during
periods of potential financial stress. Fitch also believes the
asset class has limited alternative uses, which further limits
downside protection. To offset this potential downside, Fitch's
rating sensitivities maintain more conservative credit metrics
relative to 'BBB' category REITs with commercial tenants.
Capital Intensity Limits FCF: Fitch believes the active external
investment programs of most DC operators will constrain
pre-dividend FCF generation in the next few years, limiting
positive ratings momentum. FCF, defined as CFO less capex, has been
immaterial to negative for most leading DC providers and Fitch does
not expect this dynamic to change in the near-term. Equinix
continues to spend heavily to capture market demand, but
significant amounts of investment capital flowing to the space
brings risk of supply/demand imbalance over time. Equinix allocated
46%-67% of NOI toward capex in the past few years, including
maintenance and return on investment (ROI) spending. Fitch expects
a similar level in 2019-2022. Fitch conservatively estimates that
maintenance capex for DC operators is likely in the 10% to 20%
range of NOI, which is above issuer-provided guidance of roughly 6%
for FY2018, based on the assumption that a portion of ROI capex is
necessary to maintain the company's competitive position. This
level is generally consistent with the hotel and office sectors at
the high end of the CRE property type spectrum.
Secular Industry Tailwinds: Secular tailwinds will continue to
benefit the US data center (DC) hosting and service industry due to
global internet adoption, smartphone/mobile usage, IT outsourcing
and migration from on premise DCs. Fitch believes demand will
remain strong for global DC services in the next several years, and
this should support Equinix's targeted revenue growth of +8%-10%
through 2022. Approximately 95% of Equinix's revenue is recurring,
and customers generally enter into multi-year service contracts,
with relatively low churn rates, which should further support
stability of cash flows. Fitch believes these factors provide for a
high degree of predictability in Equinix's organic financial
outlook.
Cloud Risk and Opportunity: Fitch believes large, diversified
technology firms with fast growing cloud computing operations, such
as Microsoft (AA+/Stable), Amazon (A+/Stable) and Google, could
cause further divergence of growth and credit profiles across the
sector. DC competition is intense, pricing is under pressure and
market share dynamics are changing. Cloud/hyperscale providers
Amazon (Amazon Web Services, AWS), Microsoft (Azure) and Google
(Google Cloud Platform) each scaled their business dramatically in
the past few years, taking share and transforming the way
enterprises and small businesses think about DC needs. Even though
Equinix and Digital Realty (BBB/Stable) still lead as stand-alone
DC providers, Fitch believes each has less of a stronghold than
historically.
Opportunistic Financial Policy: Equinix has shown some tolerance
for temporarily operating above its financial policy leverage
target to fund acquisitions. Fitch would view positively
pre-funding equity portion in order to minimize capital markets
execution risk for future transactions, in line with other
investment-grade rated REITs.
Derivation Summary
Fitch's ratings and Outlook reflect Equinix's leading market
position in data center colocation and interconnection,
geographically diverse and network-dense footprint, secular demand
drivers for data center outsourcing and interconnectivity, high
levels of recurring revenue, and stable customer base. Equinix's
ratings also consider the company's below peer leverage (compared
to 'BBB' category REITs generally and its closest data center peer
Digital Realty Trust (BBB/Stable)), strong access to a wide range
of domestic and foreign capital, healthy liquidity profile,
including full availability under its $2 billion revolving credit
facility. These characteristics are consistent with an investment
grade REIT. Equinix's low AFFO payout ratio provides roughly $920
million in retained cash annually. EQIX's below 2.0x UA/UD coverage
ratio is a rating concern. However, the company's UA/UD ratio
should improve as it stabilizes new developments and further
increases the percentage of fee simple, wholly-owned properties
through ground lease acquisitions and developments. Equinix's
ratings are unlikely to move higher absent improvement of its UA/UD
ratio closer to 2.0x or above the threshold for
investment-gradeREITs. Fitch's rating sensitivities maintain more
conservative credit metrics relative to 'BBB' category REITs with
commercial tenants, such as office property owner Boston
Properties, Inc. (BBB+/Stable) and industrial property landlord
Prologis, Inc. (BBB+/Positive). This is due to the shallower depth
of private institutional equity and secured mortgage debt capital
access for DCs relative to major REIT property types.
Key Assumptions
Fitch's Key Assumptions in the Rating Case for the Issuer:
-- High single-digit/low-double digit revenue growth and EBITDA
margin remain relatively flat through our forecast period;
-- Combination of equity and debt proceeds to fund developments &
acquisitions;
-- Relatively low sustained AFFO payout ratio around mid-40%
range allows EQIX to meaningfully retain cash after distributions.
RATING SENSITIVITIES
Developments That May, Individually or Collectively, Lead to
Positive Rating Action
-- Fitch's expectation of unencumbered asset coverage of
unsecured debt (UA/UD), at a stressed 9% capitalization rate,
sustaining around 2.0x, combined with an increased owned asset
percentage of NOI;
-- Fitch's expectation of lease-adjusted net leverage sustaining
below 4.5x;
-- Increased mortgage lending activity in the data center sector,
demonstrating contingent liquidity for the property type;
Developments That May, Individually or Collectively, Lead to
Negative Rating Action
-- Fitch's expectation of lease-adjusted net leverage sustaining
above 5.5x;
-- Fitch's expectation of REIT fixed-charge coverage sustaining
below 2.5x;
-- Sustained declines in rental rates and same-property NOI.
Liquidity and Debt Structure
Equinix operates under a predominantly unsecured borrowing strategy
that is consistent with investment-grade REIT issuers. Equinix
maintains full availability on its revolving credit facility to
provide temporary capital for working capital needs, maintenance
capex, and investment capital prior to issuing more permanent
financing via the unsecured bond and equity capital markets. The
company is able to retain a significant amount of capital through a
below-average payout ratio and has a very strong liquidity coverage
ratio. These relative strengths offset Equinix's relatively lower
level of ownership of its assets, which is reflected in a slightly
below-average but improving UA/UD coverage ratio. Fitch also
sustains lower leverage sensitivities for data center REITs
relative to other 'BBB' category rated REITs issuers to account for
the less established record of the financeability of this property
type during a recession.
Strong Liquidity Coverage: Fitch estimates EQIX's sources of
liquidity (unrestricted cash, availability under its revolving
credit facility, and retained cash flow after
dividends/distributions) will be sufficient to cover debt
maturities and committed expenditures through 2020 by 2.3x.
Liquidity coverage improves to 2.9x on a pro forma basis when
taking the recently executedequity issuance into consideration.
EQIX maintained close to full capacity on its $2 billion revolver
at Dec. 31, 2018 and has a well-laddered debt maturity schedule
with no year of maturities at 5% or more of total debt until 2022.
Favorable AFFO Payout Ratio: EQIX retains significant amounts of
capital with a below-average payout. The company's AFFO payout
ratio has remained in the mid to high-40% range for the last few
years, enabling the company to retain over $920 million during
FY2018.
Contingent Liquidity Weak but Improving: Fitch estimates that
unencumbered assets cover net unsecured debt by 1.8x on a stressed
basis. However, taking into account the recently completed $1.2
billion equity issuance, the net UA/UD ratio improves significantly
to 2.1x on a pro-forma basis, which is in line with investment
grade REITs. Fitch applies a 9% stressed cap rate on Equinix's
owned NOI to calculate the value of fee simple, wholly-owned
unencumbered assets and a 10% cap rate on ground-leased properties
(35 year weighted average term remaining) to reflect the additional
risk. Fitch lowered its stressed cap rate for wholly-owned
properties for calculating EQIX's UA/UD to 9% from 10%, based on
improvement in institutional investor and lender appetites for data
centers. The former includes increased private equity investment
interest in the sector, including infrastructure oriented funds.
The latter primarily includes stronger access to the pro-cyclical
CMBS and ABS markets and, to a lesser extent through private
mortgages.
Summary of Financial Adjustments
-- Fitch has adjusted recurring operating EBITDA for stock-based
compensation and certain non-recurring or non-cash items.
-- A standard multiple of 8x was used to capitalize operating
leases.
RATING ACTIONS
ENTITY/DEBT RATING PRIOR
Equinix, Inc. LT IDR BB+ Upgrade BB
senior unsecured LT BB+ Upgrade BB
EVEN STEVENS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Four affiliates that have filed voluntary petitions seeking relief
under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Even Stevens Arizona, LLC 19-03235
2030 S. 900 E. Suite A
Salt Lake City, UT 84105
Even Stevens Sandwiches, LLC 19-03236
2030 S. 900 E. Suite A
Salt Lake City, UT 84105
Even Stevens Utah, LLC 19-03237
2030 S. 900 E., Suite A
Salt Lake City, UT 84105
Even Stevens Idaho, LLC 19-03239
2030 S. 900 E. Suite A
Salt Lake City, UT 84105
Business Description: Even Stevens -- https://evenstevens.com --
is a craft-casual restaurant chain serving
breakfast, lunch, dinner & brunch. The
Company specializes in sandwiches and
salads.
Chapter 11 Petition Date: March 21, 2019
Court: United States Bankruptcy Court
District of Arizona (Phoenix)
Judge: Hon. Daniel P. Collins (19-03235)
Hon. Paul Sala (19-03236)
Hon. Madeleine C. Wanslee (19-03237)
Hon. Brenda K. Martin (19-03239)
Debtors' Counsel: Pernell W. McGuire, Esq.
DAVIS MILES MCGUIRE GARDNER, PLLC
40 E. Rio Salado Parkway, Ste 425
Tempe, AZ 85281
Tel: 480-733-6800
Fax: 480-733-3748
E-mail: pmcguire@davismiles.com
azbankruptcy@davismiles.com
Even Stevens Arizona's
Estimated Assets: $0 to $50,000
Even Stevens Arizona's
Estimated Liabilities: $10 million to $50 million
Even Stevens Sandwiches'
Estimated Assets: $1 million to $10 million
Even Stevens Sandwiches'
Estimated Liabilities: $1 million to $10 million
Even Stevens Utah's
Estimated Assets: $0 to $50,000
Even Stevens Utah's
Estimated Liabilities: $1 million to $10 million
Even Stevens Idaho's
Estimated Assets: $0 to $50,000
Even Stevens Idaho's
Estimated Liabilities: $500,000 to $1 million
The petitions were signed by Brooks Pickering, manager.
A full-text copy of Even Stevens Arizona's petition containing,
among other items, a list of the Debtor's 20 largest unsecured
creditors is available for free at:
http://bankrupt.com/misc/azb19-03235.pdf
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at:
http://bankrupt.com/misc/azb19-03236.pdf
A full-text copy of Even Stevens Sandwiches' petition containing,
among other items, a list of the Debtor's 20 largest unsecured
creditors is available for free at:
http://bankrupt.com/misc/azb19-03237.pdf
A full-text copy of Even Stevens Idaho's petition containing, among
other items, a list of the Debtor's 20 largest unsecured creditors
is available for free at:
http://bankrupt.com/misc/azb19-03239.pdf
EYEPOINT PHARMACEUTICALS: Had $44.7M Loss for 2nd Half of 2018
--------------------------------------------------------------
EyePoint Pharmaceuticals, Inc., has filed with the Securities and
Exchange Commission its Annual Report on Form 10-KT for the
transition period from July 1, 2018 to Dec. 31, 2018.
The Company reported a net loss of $44.72 million on $2.92 million
of total revenues for the six months ended Dec. 31, 2018.
For the year ended June 30, 2018, the Company reported a net loss
of $53.17 million on $2.96 million of total revenues compared to a
net loss of $18.48 million on $7.53 million of total revenues for
the year ended June 30, 2017.
As of Dec. 31, 2018, Eyepoint had $78.16 million in total assets,
$40.53 million in total liabilities, and $37.63 million in total
stockholders' equity.
Deloitte & Touche LLP, in Boston, Massachusetts, the Company's
auditor since 2008, issued a "going concern" opinion in its report
on the consolidated financial statements for the year ended Dec.
31, 2018, citing that the Company's limited currently available
cash, cash equivalents and available borrowings, together with its
history of losses, and the uncertainty in timing of cash receipts
from its newly launched products raise substantial doubt about the
Company's ability to continue as a going concern.
A full-text copy of the Annual Report is available for free at:
https://is.gd/Azh7LB
About EyePoint Pharmaceuticals
EyePoint Pharmaceuticals, formerly pSivida Corp. --
http://www.eyepointpharma.com/-- headquartered in Watertown, MA,
is a specialty biopharmaceutical company committed to developing
and commercializing innovative ophthalmic products in indications
with high unmet medical need to help improve the lives of patients
with serious eye disorders. With the approval by the FDA on Oct.
12, 2018 of the YUTIQ three-year treatment of chronic
non-infectious uveitis affecting the posterior segment of the eye
(NIPU), the Company has developed the majority of the FDA-approved
sustained-release treatments for eye diseases.
FAIRGROUNDS PROPERTIES: Unsecureds to Get Full Payment Over 5 Years
-------------------------------------------------------------------
Fairgrounds Properties, Inc., proposed a Chapter 11 Plan of
Reorganization and accompanying Disclosure Statement.
The Debtor's schedules list unsecured debt held by Bob Stevens.
Mr. Steven's unsecured claim has not been placed in any class as
his claim is not entitled to any priority.
Class 2 - Town and Country Bank, N.A.'s Secured Claim are impaired.
Recovery/Treatment: 88% with Interest, within October 25, 2020.
Class 4 - Dakota Aggregate, LLC are impaired. Recovery/Treatment:
If adversary proceeding is unsuccessful, 50% of claim within
October 25, 2022.
Class 5 - Fairgrounds Industrial Park, LLC are impaired.
Recovery/Treatment: Will get paid with remainder of lot sales once
Classes 1-4 are paid.
By the Plan, the Debtor proposes to (a) pay approximately 88% of
the secured debt of Town and Country Bank; (b) pay the Debtor's
unsecured priority claims in full with Interest over a five year
period; (c) pay fifty (50%) of disputed secured claim held by
Dakota Aggregate, LLC; (d) pay of secured claim of Fairgrounds
Industrial Park, LLC, with any remaining lot sales and (e) leave
unimpaired existing Equity Interests. Any Claim not asserted prior
to the applicable Claims Bar Date will be barred and discharged.
The Debtor has been able to continue to market and sell Fairgrounds
Lots and is currently ahead of schedule.
A full-text copy of the Disclosure Statement dated March 14, 2019,
is available at http://tinyurl.com/y5295q4ufrom PacerMonitor.com
at no charge.
About Fairgrounds Properties
In 2007, Fairgrounds Properties, Inc., purchased 86 acres of real
property located in Hurricane, Utah. It developed the property
into industrial lots and then sold them further construction and
development by purchasers. Through various sales over the years,
as of Oct. 25, 2017, Fairgrounds is left with 31 acres, which have
been divided up into 19 lots. The Company has completed the entire
infrastructure of remaining land including; completion of gutters,
paved entries and water/sewer.
The company previously sought bankruptcy protection (Bankr. D. Utah
Case No. 11-26803) in 2011. Fairgrounds Properties' prior Plan of
Reorganization dated Dec. 8, 2011, was confirmed by Judge William
T. Thurman at the confirmation hearing held on April 5, 2012.
Fairgrounds Properties filed a Chapter 11 petition (Bankr. D. Utah
Case No. 17-29271) on Oct. 25, 2017. In the petition signed by
Robert C. Stevens, its president, the Debtor estimated $1 million
to $10 million in both assets and liabilities. Darren B. Neilson,
Esq., at Neilson Law, LLC, serves as bankruptcy counsel to the
Debtor. Cushman & Wakefield is the Debtor's realtor.
FARWEST PUMP: Committee Modifies Treatment of D. Leonard Claim
--------------------------------------------------------------
The Official Committee of Unsecured Creditors filed an Amended
Second Non-Adverse Modification to the Chapter Liquidating Plan
with respect to David Leonard's claim against Farwest Pump
Company.
Class 7 - Secured Claim of David Leonard is impaired by the Plan.
David Leonard will be paid 50% of all proceeds from insurance until
he has been paid up to $200,000. This is expected to consist of:
1. Fifty percent (50%) of the $49,185 currently held by the
Debtor (David Leonard's share would be $24,592.50);
2. Fifty percent (50%) of the $247,415 insurance claim currently
being prepared by the Debtor (David Leonard's share would be
$123,707.50);
3. Fifty percent (50%) of all other insurance proceeds as soon
as they are received by the Debtor, up to aggregate total payment
of insurance proceeds to David Leonard of $200,000. In the event
the above payments are paid first, then this would apply to the
next $103,400 of insurance proceeds, of which David Leonard would
receive fifty percent (50%) or $51,700.
4. David Leonard will be granted an allowed general unsecured
claim for $243,762.94 to be paid pursuant to the Plan. (Note: there
is "overlap" of $51,700 of David Leonard's claim that could be paid
as a secured claim from insurance proceeds, as an unsecured claim,
or a combination of both, whichever happens first. The unsecured
claim will be reduced by up to $51,700 if paid first from the
insurance proceeds, or the insurance payout will be reduced if this
is first paid from the unsecured pool).
David Leonard would have the right to review and provide comments
on all insurance claims prior to claims being filed with the
insurer until the $200,000 cap is reached and to correspond
directly with the carrier in support of the insurance claims as an
owner of an interest in the insurance proceeds; provided, however,
that any such direct correspondence must carbon copy one or more of
the following Debtor representatives, Clark Vaught, Channa Vaught,
or counsel Rohit Talwar.
The Committee requests the Court find that the modification is a
non-adverse modification and permit the case to proceed to the
evidentiary hearing on May 2, 2019.
About Farwest Pump Company
Based in Tucson, Arizona, Farwest Pump Company --
http://farwestwell.com/-- is a small organization that provides
well drilling services to all of the southwest United States.
Farwest also offers a wide variety of related services including
sonar jet, municipal water systems, electrical control systems,
complete machine shop, and environmental and geothermal services.
Founded in 1982, Farwest is a licensed, bonded, and insured company
with locations in Tucson, Willcox and Las Cruces. It is owned and
operated by Clark and Channa Vaught.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Ariz. Case No. 17-11112) on September 20, 2017.
Channa Vaught, its president, signed the petition. At the time of
the filing, the Debtor disclosed $2.51 million in assets and $1.85
million in liabilities.
Judge Brenda Moody Whinery presides over the case.
FLOYD E. SQUIRES: Examiner's $317K Sale of Eureka Property Approved
-------------------------------------------------------------------
Judge William J. Lafferty, III of the U.S. Bankruptcy Court for the
Northern District of California authorized Janina M. Hoskins, the
Examiner with Expanded Powers of the estate of the Floyd E. Squires
III and Betty J. Squires, to sell the real property commonly known
as 2941-2969 California Street, Eureka, California, APN:
010-061-010-000 and 010-061-011-000, to Christopher Trent and/or
his assigns for $317,000, cash.
A hearing on the Motion was held on Feb. 27, 2019 at 10:30 a.m.
The sale is free and clear of the liens, claims, encumbrances and
interests, with those liens, claims, encumbrances and interests to
re-attach to the proceeds of sale.
The Examiner is authorized to pay (i) a real estate broker's
commission not to exceed 6% of the total sale price, which will be
split with the buyer's broker; and (ii) the standard closing costs,
including but not limited to unpaid real property taxes, escrow
fees, if any, recording costs and the like.
The order is effective upon entry, and the stay otherwise imposed
by Rule 62(a) of the Federal Rules of Civil Procedure and/or
Bankruptcy Rule 6004(h) will not apply.
The order will not be effective until it is approved by the counsel
for the Lender, U.S. Bank Trust, N.A., as Trustee for LSF9 Master
Participation Trust, as noted.
About the Squires
Floyd E. Squires, III, and Betty J. Squires filed for chapter 11
protection (Bankr. N.D. Cal. Case No. 16-10828) on Nov. 8, 2017,
and are represented by David N. Chandler, Esq. of the Law Offices
of David N. Chandler.
Janina M. Hoskins was appointed as examiner of the Debtors on April
23, 2018. DENTONS US LLP, led by Michael A. Isaacs, is the
examiner's counsel.
FREEDOM MORTGAGE: Fitch to Rate $250MM Sr. Unsec. Notes 'B+(EXP)'
-----------------------------------------------------------------
Fitch Ratings expects to assign a 'B+(EXP)' rating to Freedom
Mortgage Corporation's proposed issuance of five-year $250 million,
10.75% senior unsecured notes due 2024.
KEY RATING DRIVERS
IDR AND SENIOR DEBT
The expected rating is equalized with the ratings assigned to
Freedom's existing senior unsecured debt, as the new notes will
rank equally in the capital structure. The senior unsecured debt
rating is one-notch below Freedom's Long-Term Issuer Default Rating
(IDR), given the subordination to senior secured debt in the
capital structure, reflecting weaker recovery prospects in a stress
scenario.
Proforma for this issuance, unsecured debt to total debt is
expected to increase to 26% from 22%, as of Dec. 31, 2018. Fitch
views the increase in the percentage of unsecured debt favorably,
as it enhances balance sheet flexibility in times of stress.
Leverage is expected to remain relatively stable as a result of
this issuance, as proceeds will be used repay existing secured
indebtedness and for general corporate purposes. Fitch's primary
measure of leverage, (gross debt to tangible equity) was 3.2x at
Dec. 31, 2018, and is expected to increase to the historical range
of 4.0x-5.0x over time, which is deemed adequate for the rating
category. Fitch notes that corporate tangible leverage, which
excludes the balances under warehouse facilities from gross debt,
is much lower at 1.3x, and below the financial covenant of 1.5x set
forth under Freedom's existing senior secured term loan and senior
unsecured notes.
The following supports Freedom's Long-Term IDR: solid franchise and
historical track record in the U.S. nonbank residential mortgage
space; experienced senior management team with extensive industry
background; a sufficiently robust and integrated technology
platform; good asset quality performance in its prime servicing
portfolio; sufficient liquidity and reserves in place to absorb a
reasonable level of repurchase or indemnification demands; and
appropriate earnings coverage of interest expense.
Fitch upgraded Freedom's ratings to 'BB-'/Stable Outlook on June 8,
2018, reflecting the firm's improved scale and earnings stability,
and improved funding flexibility, and an enhanced corporate
governance framework.
The highly cyclical nature of the mortgage origination business and
the capital intensive and valuation volatility of mortgage
servicing rights (MSRs) of the mortgage servicing business
represent primary rating constraints for nonbank mortgage
companies, including Freedom, in Fitch's opinion. Furthermore, the
mortgage business is subject to intense legislative and regulatory
scrutiny, which further increases business risk, and the imperfect
nature of interest rate hedging can introduce liquidity risks
related to margin calls and/or earnings volatility. These industry
constraints typically limit ratings assigned to nonbank mortgage
companies to below investment grade levels.
Rating constraints specific to Freedom include elevated key person
risk related to its founder and Chief Executive Officer, Stanley
Middleman, who sets the tone, vision and strategy for the company.
The company's continued reliance on short-term, secured funding
facilities also represents a rating constraint, but is consistent
with other nonbank mortgage companies.
The Stable Outlook reflects Fitch's expectation that Freedom will
continue to generate consistent operating cash flow and maintain
sufficient liquidity and reserves for potential margin calls and
indemnification activity, appropriate capitalization and leverage,
and adequate cash earnings coverage of interest expense.
RATING SENSITIVITIES
IDR AND SENIOR DEBT
The rating on the senior unsecured debt is primarily sensitive to
changes in Freedom's Long-Term IDR, and secondarily, to the level
of unencumbered balance sheet assets available for unsecured
creditors. An increase in the level of unencumbered asset coverage,
combined with a material decline in secured debt, could result in
an equalization of the Long-Term IDR and the senior unsecured debt
rating.
For the Long-Term IDR, Fitch does not envision further positive
rating momentum in the near term. However, an upgrade over time
could be driven by a reduction in leverage below 3.0x on a gross
debt to tangible equity basis and an increase in unsecured debt to
total debt approaching 35%. Positive rating actions could also be
driven by a more formalized succession plan that mitigates key
person risk associated with founder and CEO, Stanley Middleman.
Negative rating momentum could be driven by Middleman's departure
without an appropriate succession plan in place, rapid growth that
is not accompanied by commensurate growth in tangible common
equity, as well as appropriate staffing and resource levels to
support planned growth. Additional negative rating drivers include
a decrease in liquidity resulting from significant margin calls
from its lenders or derivative counterparties, meaningful
deterioration in asset quality, particularly if it results in
increased repurchase activity or advancing, and/or a sustained
increase in leverage above 5.0x. In addition, negative rating
actions could occur should regulatory scrutiny of the company
and/or industry increase meaningfully, or if Freedom were to incur
substantial fines that negatively impact its franchise or operating
performance.
Founded in 1990 and based in Mount Laurel, NJ, Freedom is a
leading, private, full-service, nonbank mortgage company engaged in
origination, servicing, selling and securitizing residential
mortgage loans. In 2018, the company was a top-10 mortgage
originator by volume, according to Inside Mortgage Finance. As of
Dec. 31, 2018, Freedom had total assets of approximately $7.2
billion.
Fitch expects to assign this rating:
Freedom Mortgage Corporation
-- Senior unsecured debt 'B+(EXP)'.
Fitch currently rates Freedom as follows:
Freedom Mortgage Corporation
-- Long-Term IDR 'BB-';
-- Senior secured term loan 'BB-';
-- Senior unsecured debt 'B+'.
The Rating Outlook is Stable.
GARY STANIS: NRG Offers $1.7M for Two Gibsonton Properties
----------------------------------------------------------
Gary Edward Stanis asks the U.S. Bankruptcy Court for the Middle
District of Florida to authorize the sale of partial interest in
real property located at (i) 9234 and 9236 Old Gibsonton Drive,
Gibsonton, Florida and (ii) 9248 Gibsonton Drive, Gibsonton,
Florida, to NRG Investments, Inc. for $1.7 million.
The combined tax assessed value of the Subject Property is
$1,205,793.
The following creditors may hold liens on the Subject Property: (i)
American Express Centurion Bank - $25,386; (ii) Hillsborough County
Tax Collector - $10,829; (iii) Hillsborough County Tax Collector -
$649; (iv) Hillsborough County Tax Collector - $11,328; (v) TLOA of
Florida, LLC - Tax Certificate - $12,133; (vi) FIG FL18, LLC - Tax
Certificate - $1,020; (vii) Florida Tax Certificate Fund 1
Municipal Tax, LLC - $11,594; (viii) Caz Creek II, LLC - $12,098;
(ix) Mark McAvoy Florida Properties, LLC - $40,000; and (x)
Patricia Stanis - $173,975. There are no known liens on the
Subject Property other than to these creditors.
On Feb. 1, 2019, the Purchaser executed a Vacant Land Contract to
purchase the entirety of the Subject Property for the sum of $1.7
million. The Sale will be free and clear of all liens and
encumbrances, with valid and enforceable liens attaching to the
proceeds of the sale. All secured creditors with allowed claims
will be paid in full from the proceeds of the sale of the Subject
Property.
The Court asks authority to pay the Coldwell Banker Dolphin Realty
a commission of 6% from the sale of the Real Property, and
reimburse it for its actual expenses at the closing of the sale of
the Subject Property. The Debtor also asks authority to pay the
normal and customary expenses attributed to a seller of real
property at the closing of the Subject Property.
Finally, the Debtor asks that the Court waives the 14-day stay
required under Bankruptcy Rule 6004(h) and that any order on the
instant motion be effective upon entry.
A copy of the Contract attached to the Motion is available for free
at:
http://bankrupt.com/misc/Gary_Stanis_150_Sales.pdf
The Purchaser:
NRG INVESTMENTS, INC.
1706 S. Kingsway Rd.
Seffner, FL 33584
Telephone: (813) 681-1646
Facsimile: (813) 315-8185
On July 6, 2018, Gary Edward Stanis filed a petition for protection
under Chapter 13 of the Bankruptcy Code. The case was converted to
Chapter 11 case (Bankr. M.D. Fla. Case No. 8:18-bk-05629-CPM) on
Sept. 13, 2018. Buddy D. Ford, P.A., led by Jonathan A. Semach and
Buddy D. Ford, is the Debtor's
counsel. Coldwell Banker Dolphin Realty is the court-approved
broker.
GO DADDY: S&P Affirms 'BB-' Issuer Credit Rating, Outlook Positive
------------------------------------------------------------------
S&P Global Ratings affirmed all ratings, including its 'BB-' issuer
credit rating on Internet service provider Go Daddy Operating Co.
LLC (GoDaddy), and revised its outlook to positive from stable.
The positive outlook reflects the company's significant progress in
integrating its acquisition of HEG and concurrently reducing
leverage. S&P expects that GoDaddy's strong operating performance
and cash flow generation should enable the company to reduce
adjusted leverage to about 2.5x over the next 12 months. The
significant progress on its integration of HEG also supports S&P's
positive outlook on GoDaddy, whereby the company has been able to
divest noncore businesses from HEG, integrate branding and internal
functions, and has delivered on the majority of its synergy
targets.
The positive outlook reflects the company's significant progress in
integrating its acquisition of HEG and concurrently reducing
leverage. S&P expects that GoDaddy's strong operating performance
and cash flow generation
should enable the company to maintain adjusted leverage below 3x
over the next 12 months, absent any major acquisitions.
S&P said it could raise the rating within the next 12 months if
GoDaddy continues to reduce leverage, while maintaining consistent
operating performance, such that further cushion is built to
support future M&A activities. This could occur if the company uses
cash to repay debt in excess of its amortization requirements or
maintains a healthy cash balance, according to S&P.
S&P could revise the outlook to stable if it no longer expects
steady decline in leverage because of competitive pressures or a
weakening product demand causing GoDaddy's performance to
deteriorate and leverage starts to rise
toward 4x. This could also occur if the company were to prioritize
shareholder returns ahead of debt reduction or deviate from its
stated financial policies, showing tolerance for higher leverage,
according to S&P.
GRANT STREET: Judge Denies Extension of Exclusive Filing Period
---------------------------------------------------------------
Judge Elizabeth Katz of the U.S. Bankruptcy Court for the District
of Massachusetts has issued an order denying the motion filed by
The Grant Street, LLC to extend the company's exclusive periods for
filing a Chapter 11 plan and solicit plan acceptances.
About The Grant Street
The Grant Street, LLC, based in Sudbury, MA, filed a Chapter 11
petition (Bankr. D. Mass. Case No. 18-42074) on Nov. 6, 2018. In
the petition signed by David J. Howe, manager, the Debtor estimated
$1 million to $10 million in both assets and liabilities. The Hon.
Elizabeth D. Katz presides over the case. Daniel W. Murray, Esq.,
at The Law Offices of Daniel W. Murray, serves as the Debtor's
bankruptcy counsel.
GRESHAM & GRAHAM: Case Summary & 7 Unsecured Creditors
------------------------------------------------------
Debtor: Gresham & Graham General Partnership
341 W. Secretariat
Tempe, AZ 85284
Business Description: Gresham & Graham is an Arizona general
partnership formed as part of the estate
plan of Thomas and Theresa Littler. Gresham
& Graham was formally created in 2010,
although the estate plan of the Littlers
originated much earlier. The partnership
has owned interests in three parcels of real
property during its existence. The
Partnership previously sought bankruptcy
protection on July 31, 2017 (Bankr. D. Ariz.
Case No. 17-08801).
Chapter 11 Petition Date: March 23, 2019
Court: United States Bankruptcy Court
District of Arizona (Phoenix)
Case No.: 19-03220
Judge: Hon. Madeleine C. Wanslee
Debtor's Counsel: Jimmy Borunda, Esq.
LAW OFFICE OF JIMMY BORUNDA
850 N. 2nd Ave.
Phoenix, AZ 85003
Tel: 602-272-0379
Fax: 602-254-6677
Email: jimmy@borundalaw.net
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Theresa Littler, general partner.
A copy of the Debtor's list of seven unsecured creditors is
available for free at:
http://bankrupt.com/misc/azb19-03220_creditors.pdf
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/azb19-03220.pdf
HORIZON GLOBAL: S&P Affirms 'CCC' ICR, Off CreditWatch Negative
---------------------------------------------------------------
S&P Global Ratings removed all of its ratings on U.S.-based Horizon
Global Corp. from CreditWatch, where it placed them with negative
implications on Nov. 12, 2018.
At the same time, S&P affirmed its 'CCC' issuer credit rating on
the company and its 'CCC' issue-level rating on its first-lien
debt. Its 'CCC-' issue-level rating and '5' recovery rating on the
company's convertible notes remain unchanged.
S&P took the rating actions after Horizon issued an incremental $51
million term loan (unrated) and amended its covenants.
"The negative outlook reflects our expectation that Horizon's
operational recovery in North America and Europe could be
challenging, which may lead it to violate its new covenants or
pursue a distressed exchange. The company continues to generate
negative free cash flow and needed the proceeds from the recent $51
million incremental second-lien term loan to pay down the
outstanding borrowings under its asset-based lending (ABL) revolver
and cover its payables. We continue to believe that Horizon could
face further liquidity issues," S&P said.
The negative outlook on Horizon reflects that there is at least a
one-in-three chance the company will undertake a distressed
exchange or violate one of its covenants in the next 6-12 months
given its negative cash flow.
"We could lower our ratings on Horizon if the company is unable to
meet or amend its new financial covenants or its liquidity
continues to deteriorate. Additionally, we could lower our ratings
if a default, distressed exchange, or redemption appears to be
inevitable in the next six months," S&P said. "This could occur if
the company continues to face operational issues in North America
and Europe or if it is unable to successfully increase its prices
to offset higher raw material and freight costs without losing
customers."
S&P said it could revise its outlook on Horizon to stable over the
next 12 months if the company increases its margins in North
America to remain compliant with its covenants, successfully raises
enough capital to pay down $100 million of its first-lien term loan
by March 31, 2020, and appears that it will likely generate
positive free cash flow.
HORIZON PHARMA USA: Moody's Hikes CFR to Ba3, Outlook Stable
------------------------------------------------------------
Moody's Investors Service upgraded the ratings of Horizon Pharma
USA, Inc., a subsidiary of Horizon Pharma plc (collectively
"Horizon"), concluding a review for upgrade initiated on March 5,
2019. Moody's upgraded the Corporate Family Rating to Ba3 from B2,
the Probability of Default Rating to Ba3-PD from B2-PD, the senior
secured rating to Ba1 from Ba2 and the senior unsecured rating to
B1 from B3. In addition, Moody's assigned a Ba1 rating to the
company's new $200 million revolving credit facility. At the same
time, Moody's affirmed the SGL-1 Speculative Grade Liquidity
Rating. Following this action, the outlook is stable.
The upgrade reflects significant debt repayment with proceeds from
the recent equity offering. Horizon raised approximately $345
million of equity and, together with cash on hand, is repaying
approximately $550 million of debt. These transactions will reduce
gross debt/EBITDA from 6.0 as of December 31, 2018 to 4.4x. Moody's
calculations do not add stock compensation expense back to EBITDA,
which is significant for Horizon.
The upgrade also reflects the good growth outlook for Horizon's key
drugs like Krystexxa, Ravicti and Procysbi. Further, the upgrade
also considers Moody's expectation for the regulatory approval of
teprotumumab in thyroid eye disease, which has strong sales
potential based on unmet medical need.
Ratings upgraded:
Issuer: Horizon Pharma USA, Inc.
Corporate Family Rating, to Ba3 from B2
Probability of Default Rating, to Ba3-PD from B2-PD
Senior secured term loan, to Ba1 (LGD2) from Ba2 (LGD2)
Senior unsecured notes, to B1 (LGD4) from B3 (LGD4)
Rating affirmed:
Issuer: Horizon Pharma USA, Inc.
Speculative Grade Liquidity Rating, at SGL-1
Rating assigned:
Issuer: Horizon Pharma USA, Inc.
Senior secured revolving credit facility, Ba1 (LGD2)
Outlook actions:
Issuer: Horizon Pharma USA, Inc.
Revised to Stable from Rating Under Review
RATINGS RATIONALE
Horizon's Ba3 Corporate Family Rating reflects its modest size
compared to peers in the global pharmaceutical industry with annual
revenue of about $1.2 billion. Horizon's efficient operating
structure, with high profit margins and a low tax rate, results in
good cash flow. Horizon's drugs for rare diseases have high price
points, solid growth potential, and generally high barriers to
entry. Key pipeline opportunities include the thyroid eye disease
drug teprotumumab and expanding uses of Krystexxa. Moody's
anticipates that the company will continue successfully
transitioning towards rare and orphan diseases, and away from
primary care products, which face rising pricing pressure.
Financial leverage is modestly high with debt/EBITDA of 4.4x, but
growth in earnings will drive deleveraging. Risk factors include
declining trends in the primary care business, pipeline execution
risk and unresolved legal exposures. Product concentration is
somewhat high, with the top three drugs generating over half of
sales.
The rating outlook is stable reflecting Moody's expectation for
solid growth in Horizon's orphan disease and rheumatology products
and gross debt/EBITDA sustained below 4.5x.
Factors that could lead to an upgrade include: successful
commercial uptake of teprotumumab; solid organic revenue growth;
improving product diversity; and resolution of the outstanding
Department of Justice subpoena into marketing and commercialization
practices. Specifically, debt/EBITDA sustained below 4.0 times
could support an upgrade.
Factors that could lead to a downgrade include erosion in cash flow
that may arise from declining volumes, significant pricing
pressure, or generic competition for key products. Significant
pipeline setbacks, shareholder-friendly changes in capital
structure, or an escalation of legal risks could also pressure the
ratings. Specifically, debt/EBITDA sustained above 5.0 times could
lead to a downgrade.
Headquartered in Lake Forest, Illinois, Horizon Pharma USA, Inc.,
is an indirect wholly-owned subsidiary of Dublin, Ireland-based
Horizon Pharma plc (collectively "Horizon"). Horizon is a
publicly-traded pharmaceutical company focused on developing and
commercializing innovative medicines that address unmet treatment
needs for rare and rheumatic diseases. Net annual revenues total
approximately $1.2 billion.
The principal methodology used in these ratings was Pharmaceutical
Industry published in June 2017.
HOSNER HOLDINGS: Unsecureds' Recovery Unknown Under Plan
--------------------------------------------------------
Hosner Holdings, Inc., proposes a plan of reorganization and
accompanying disclosure statement.
Class Four are impaired. Class Four consists of the claims of all
unsecured creditors, if and when Allowed. The Debtor estimates that
the total amount of claims in Class Four is $364,000.00. Each
holder of an Allowed Claim in this class shall receive a pro rata
distribution from the proceeds paid in by the Debtor to fund this
Plan, but only after payment in full of all claims in any senior
class or group. The holders of unsecured claims shall be paid the
allowed amount of their respective claims on such pro rata basis
for the duration of the Plan.
Class One are impaired. Class One shall consist of the Allowed
Secured Claims of EBF Partners, LLC T The only claim filed in this
Class was the claim of EBF Partners (Claim #4) in the amount of
$68,276.15. 3.1.1 EBF Partners shall receive, pro-rata, monthly
payments on account of their Allowed Secured Claim of $911.38 for a
term equal to the number of months beginning with the first month
after the Effective Date and the month which is seventy-two (72)
months after the Effective Date. The balance of the claims of the
EBF Partners claim shall be treated as Class Four General Unsecured
Claim.
Class Two are impaired. Class Two consists of the allowed secured
claim of ReMax of Southeast Michigan, Inc., which will receive
monthly payments on account of their Allowed Secured Claim in the
amount of $3,759.00 for a period of twenty-two (22) months or until
such time that the claim is paid in full. The Debtor shall also
remain in compliance with all other terms of the franchise
agreement and remain current in all post-petition franchise fee
obligations.
Class Three are impaired. Class Three consists of the claims of Ace
Funding,LLC, Green Capital Funding, LLC, ML Factors Funding, LLC,
and YES Funding (collectively the "MCA Creditors"). The MCA
Creditors hold Allowed Claims in the aggregate amount of $112,000.
Each holder of an Allowed Claim in this class shall receive a pro
rata distribution from the proceeds paid in by the Debtor to fund
this Plan, but only after payment in full of all claims in any
senior class or group. The holders of unsecured claims shall be
paid the allowed amount of their respective claims on such pro rata
basis for the duration of the Plan.
Class Five are impaired. Class Four consists of the claim of
Richard Hosner, an insider that does not hold an equity interest in
the Debtor. Each holder of an Allowed Claim in this class shall
receive a pro rata distribution from the proceeds paid in by the
Debtor to fund this Plan, but only after payment in full of all
claims in any senior class or group. The holders of unsecured
claims shall be paid the allowed amount of their respective claims
on such pro rata basis for the duration of the Plan.
Class Six are impaired. Class Six consists of the claims of all
equity interest holders. Equity interests are held solely by
Kimberly Hosner. Kimberly Hosner holds 100% of the stock of the
Debtor. The Debtor stock currently has a nominal cash value. Ms.
Hosner shall contribute new value in exchange for 100% of the
outstanding stock interests in the Debtor. Such new value shall be
provided in the form of payment of $10,000.00 or by forgiving
outstanding indebtedness of Debtor to the equity interest holder in
an amount equal to the new value required under the Plan.
The funds from the contribution made by Kimberly Hosner in
conjunction with the cash flow provided by Debtor's continuing
business operations shall be used to fund this Plan.
A full-text copy of the Disclosure Statement dated March 14, 2019,
is available at http://tinyurl.com/y6x3xjtofrom PacerMonitor.com
at no charge.
About Hosner Holdings
Hosner Holdings, Inc., owns and operates a real estate company that
specializes in the marketing, listing and selling of new and resale
homes, residential communities, condominiums, undeveloped land, and
commercial and investment opportunities.
Hosner Holdings sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Mich. Case No. 18-55404) on Nov. 14,
2018. At the time of the filing, the Debtor estimated assets of
less than $50,000 and liabilities of less than $1 million. Judge
Thomas J. Tucker oversees the case. The Debtor tapped Maxwell
Dunn, PLC as its legal counsel.
ILLINOIS FINANCE: Fitch Withdraws BB Ratings on 2009 Revenue Bonds
------------------------------------------------------------------
Fitch Ratings has withdrawn its ratings for these bonds:
-- Illinois Finance Authority (IL) (Roosevelt University)
revenue refunding bonds series 2009 (prerefunded maturities
only -- 45200FE96, 45200FF20, 45200FF38, 45200FF53,
45204EE79) previous rating: 'BB'/Outlook Negative.
The ratings on the bonds were withdrawn because of prerefunding
activity.
RATING ACTIONS
ENTITY/DEBT RATING PRIOR
Illinois Finance Authority (IL)
Illinois Finance Authority (IL) LT Rating Withdrawn BB
(Roosevelt University) rev rfdg
bonds ser 2009
Illinois Finance Authority (IL) ULT Rating Withdrawn BB
(Roosevelt University) rev rfdg
bonds ser 2009
IMERYS TALC: Robinson & Cole, Willkie Farr Represent Tort Claimants
-------------------------------------------------------------------
Andrew Vara, acting U.S. trustee for Region 3, appointed 11
creditors to serve on the official committee of tort claimants in
the Chapter 11 cases of Imerys Talc America Inc. and its
affiliates.
The Committee's proposed counsel are:
Mark A. Fink, Esq.
ROBINSON & COLE LLP
1000 N. West Street, Suite 1200
Wilmington, DE 19801
Tel: (302) 295-4800
Fax: (302) 351-8618
Email: mfink@rc.com
-- and --
Rachel C. Strickland, Esq.
WILLKIE FARR & GALLAGHER LLP
787 Seventh Avenue
New York, NY 10019
Tel: (212)728-8544
Fax: (212) 728-9544
Email: rstrickland@willkie.com
Official creditors' committees serve as fiduciaries to the general
population of creditors they represent. They may investigate the
debtor's business and financial affairs. Committees have the right
to employ legal counsel, accountants and financial advisors at a
debtor's expense.
About Imerys Talc America, Inc.
Imerys Talc and its subsidiaries --
https://www.imerys-performance-additives.com/ -- are in the
business of mining, processing, selling, and distributing talc.
Talc is a hydrated magnesium silicate that is used in the
manufacturing of dozens of products in a variety of sectors,
including coatings, rubber, paper, polymers, cosmetics, food, and
pharmaceuticals. Its talc operations include talc mines, plants,
and distribution facilities located in: Montana (Yellowstone,
Sappington, and Three Forks); Vermont (Argonaut and Ludlow); Texas
(Houston); and Ontario, Canada (Timmins, Penhorwood, and Foleyet).
It also utilizes offices located in San Jose, California and
Roswell, Georgia.
Imerys Talc America, Inc. and two subsidiaries, namely Imerys Talc
Vermont, Inc., and Imerys Talc Canada Inc., sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 19-10289) on Feb. 13,
2019.
The Debtors estimated $100 million to $500 million in assets and
$50 million to $100 million in liabilities as of the bankruptcy
filing.
The Hon. Laurie Selber Silverstein is the case judge.
The Debtors tapped Richards, Layton & Finger, P.A., and Latham &
Watkins LLP as counsel; Alvarez & Marsal North America, LLC as
financial advisor; and Prime Clerk LLC as claims agent.
INTERNATIONAL RESTAURANT: Case Summary & Top Unsecured Creditors
----------------------------------------------------------------
Three affiliates that have filed voluntary petitions seeking relief
under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
International Restaurant Group, LLC 19-40762
2002 Candlewyck Crossing
Allen, TX 75013
Al Rahum Enterprises, LLC 19-40763
2002 Candlewyck Crossing
Allen, TX 75013
Al Rahum Holdings, LLC 19-40764
2002 Candlewyck Crossing
Allen, TX 75013
Business Description: The Debtors are privately held companies in
Allen, Texas that operate in the restaurant
industry.
Chapter 11 Petition Date: March 22, 2019
Court: United States Bankruptcy Court
Eastern District of Texas (Sherman)
Debtors' Counsel: Eric A. Liepins, Esq.
ERIC A. LIEPINS
12770 Coit Road, Suite 1100
Dallas, TX 75251
Tel: (972) 991-5591
Email: eric@ealpc.com
International Restaurant's
Estimated Assets: $0 to $50,000
International Restaurant's
Estimated Liabilities: $1 million to $10 million
Al Rahum Enterprises'
Estimated Assets: $0 to $50,000
Al Rahum Enterprises'
Estimated Liabilities: $1 million to $10 million
Al Rahum Holdings'
Estimated Assets: $0 to $50,000
Al Rahum Holdings'
Estimated Liabilities: $1 million to $10 million
The petitions were signed by Syed Raza Ali, managing member.
The full-text copies of the petitions containing, among other
items, lists of the Debtors' 20 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/txeb19-40762.pdf
http://bankrupt.com/misc/txeb19-40763.pdf
http://bankrupt.com/misc/txeb19-40764.pdf
JAGUAR HEALTH: Will Issue $5.5-Mil. Notes for Working Capital
-------------------------------------------------------------
Jaguar Health, Inc. began entering into securities purchase
agreements with selected accredited investors, pursuant to which
the Company intends to issue up to $5.5 million aggregate principal
amount of promissory notes to those Investors. The Company will
use the proceeds for working capital and other general corporate
purposes. The initial offering closed on March 18, 2019, and as of
March 21, 2019, $800,000 aggregate principal amount of Notes were
issued in offerings and the proceeds from those offerings were paid
to the Company.
The Notes bear interest at the rate of 12% per annum and mature on
July 18, 2019. Each Note is subject to a right to purchase by
Sagard Capital Partners, L.P. and its affiliates, pursuant to which
Sagard may elect, within 5 business days of providing notice
thereof to the holder such Note, to purchase all or any portion of
such Note and all accrued interest thereon.
At the time of entering into a Securities Purchase Agreement, an
Investor may elect to purchase either a Note that is subject to a
mandatory exchange provision or a Note that is not subject to a
mandatory exchange provision but is otherwise substantially the
same as the 125% Coverage Note. The mandatory exchange provision
in the 125% Coverage Notes provides that, at the Company's option
upon the consummation of an underwritten public offering by the
Company on or before the Maturity Date of the Company's common
stock, the principal amount of the 125% Coverage Notes plus any
unaccrued interest thereon will be mandatorily exchanged into
shares of Common Stock at a price equal to the per share price at
which the Company issues Common Stock in the Public Offering,
subject to adjustment for reorganization, recapitalization,
non-cash dividend, stock split, reverse stock split or other
similar transaction. Upon such exchange, the 125% Coverage Notes
would be deemed repaid and terminated.
As an inducement to enter into the Securities Purchase Agreement,
(i) each holder of 75% Coverage Notes will receive a 5-year warrant
to purchase shares of Common Stock in an amount equal to 75% of the
principal amount of such holder's 75% Coverage Note divided by the
Exercise Price and (ii) each holder of 125% Coverage Notes will
receive a 5-year warrant to purchase Warrant Shares in an amount
equal to 125% of the principal amount of such holder's 125%
Coverage Note divided by the Exercise Price. The exercise price
for the 75% Coverage Warrant and 125% Coverage Warrant is the price
per share at which the Company issues Common Stock in the Public
Offering, provided that if the Company has not consummated a Public
Offering by the Maturity Date, then the exercise price will be
equal to the closing sales price of the shares of Common Stock on
the Maturity Date, in each case subject to adjustment for
reclassification of the Common Stock, non-cash dividend, stock
split, reverse stock split or other similar transaction.
Under the Securities Purchase Agreements, the Company is subject to
certain restrictive covenants, including a covenant restricting the
Company's right to pay dividends or otherwise make any payment or
distribution in respect of the Company's capital stock, subject to
certain limited exceptions, without the prior written consent of
the holders of the Notes. In addition, the Company is required to
use 100% of the net amount of any outside investments received by
the Company (excluding product sales revenue) for repayment of the
Notes.
The Company and each Investor have contractually agreed to restrict
the Company's ability to exchange the 125% Coverage Notes and such
Investor's ability to exercise the Warrants such that the total
cumulative number of number of Exchange Shares and Warrant Shares
that may be issued to the Investors after such exchange or exercise
does not exceed 19.99% of the Company's then total issued and
outstanding shares of Common Stock, unless stockholder approval is
obtained to issue more shares than the Exchange Cap. The Exchange
Cap shall be appropriately adjusted for any reorganization,
recapitalization, non-cash dividend, stock split, reverse stock
split or other similar transaction.
The Company makes certain customary representations and warranties
and has agreed to customary covenants and obligations. The
Securities Purchase Agreements and the Notes contain customary
events of default upon the occurrence and during the continuance of
which the noteholder will have the right to redeem the Notes at an
amount equal to the outstanding balance immediately due prior to
such event of default plus accrued and unpaid interest thereon.
Following an event of default, interest will accrue at a rate of
1.5% per month (18% annual) until paid.
Registration Rights Agreements
In connection with the transactions, the Company also entered into
registration rights agreements with the Investors, pursuant to
which the Company agreed to register the Warrant Shares and the
Exchange Shares, as applicable. The Company is required to file a
registration statement for the resale of such securities within 60
calendar days following the Maturity Date and to use reasonable
best efforts to cause such registration statement to be declared
effective within 180 days following the Maturity Date.
The Company also agreed to other customary obligations regarding
registration, including piggyback registration rights,
indemnification and maintenance of the effectiveness of the
registration statement.
About Jaguar Health
Jaguar Health, Inc. -- http://www.jaguar.health/-- is a commercial
stage natural-products pharmaceuticals company focused on
developing novel, sustainably derived gastrointestinal products on
a global basis. Its wholly-owned subsidiary, Napo Pharmaceuticals,
Inc., focuses on developing and commercializing proprietary human
gastrointestinal pharmaceuticals for the global marketplace from
plants used traditionally in rainforest areas. Jaguar Health's
principal executive offices are located in San Francisco,
California.
Jaguar Health reported a net loss of $21.96 million for the year
ended Dec. 31, 2017, compared to a net loss of $14.73 million for
the year ended Dec. 31, 2016. As of Sept. 30, 2018, Jaguar Health
had $46.12 million in total assets, $26.79 million in total
liabilities, $9 million in series A convertible preferred stock,
and total stockholders' equity of $10.32 million.
BDO USA, LLP, in San Francisco, Calif., issued a "going concern"
opinion in its report on the consolidated financial statements for
the year ended Dec. 31, 2017, stating that the Company has suffered
recurring losses from operations and an accumulated deficit that
raise substantial doubt about its ability to continue as a going
concern.
JAMES CANDY: $15K Sale of Surplus Trade Fixtures to Shiver's OK'd
-----------------------------------------------------------------
Judge Andrew B. Altenburg, Jr. of the U.S. Bankruptcy Court for the
District of New Jersey authorized James Candy Co.'s private sale of
surplus trade fixtures, consisting of four bulk candy displays, two
fudge sale display cases, two safes, and miscellaneous tables and
wire displays, to Shriver's Salt Water Taffy & Fudge, Inc. for
$15,000.
A hearing on the Motion was held on March 12, 2019 at 10:00 a.m.
The sale is free and clear of liens, with the lien of OceanFirst
Bank to attach to the proceeds of sale and the proceeds to be
evenly divided between OceanFirst Bank and the Debtor consistent
with the terms of those parties' agreement.
About James Candy Company
James Candy Company is a candy company in Atlantic City, New
Jersey, offering a wide selection salt water taffy, fudge, and
macaroons.
James Candy Company, based in Atlantic City, NJ, filed a Chapter 11
petition (Bankr. D.N.J. Case No. 18-32139) on Nov. 7, 2018. In the
petition signed by Frank Glaser, president, the Debtor disclosed
$2,756,944 in assets and $3,048,241 in liabilities. The Hon.
Andrew B. Altenburg Jr. oversees the case. Ira R. Deiches, Esq.,
at Deiches & Ferschmann, serves as bankruptcy counsel to the
Debtor.
JERRY BRYANT TV: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Jerry Bryant TV, Inc.
318 W. Grand Avenue, 4th Floor
Chicago, IL 60654
Business Description: Jerry Bryant TV, Inc. --
https://www.jbtvmusic.com -- owns and
operates a music television program
dedicated to introducing the world to new
artists. JBTV Music Television allows
viewers to watch live performances online
and on Broadcast TV. It posts its
performances to YouTube for music fans all
over the globe to enjoy, all for free.
Chapter 11 Petition Date: March 22, 2019
Court: United States Bankruptcy Court
Northern District of Illinois (Eastern Division)
Case No.: 19-08202
Judge: Hon. Donald R. Cassling
Debtor's Counsel: Michael C. Moody, Esq.
O'ROURKE & MOODY, LLP
55 West Wacker Drive, Suite 1400
Chicago, IL 60601
Tel: 312 849-2020
Fax: 312 849-2021
E-mail: mmoody@orourkeandmoody.com
- and -
Dean C. Gramlich, Esq.
O'ROURKE & MOODY, LLP
55 W. Wacker, Suite 1400
Chicago, IL 60601
Tel: (312) 849-2020
E-mail: dgramlich2@gmail.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $100,000 to $500,000
The petition was signed by Gerald Bryant, president.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/ilnb19-08202_creditors.pdf
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/ilnb19-08202.pdf
JONES ENERGY: Fitch Lowers LT Issuer Default Rating to 'C'
----------------------------------------------------------
Fitch Ratings has downgraded the Long-Term Issuer Default Rating
(IDR) of Jones Energy Holdings LLC and Jones Energy, Inc. (together
Jones) to 'C' from 'CC'. Concurrently, Fitch has downgraded the
ratings on the first lien notes to 'CC'/'RR3' from 'CCC+'/'RR1' and
affirmed the senior unsecured notes at 'C'; while the recovery
rating has been revised to 'RR6' from 'RR5'. Fitch has affirmed and
withdrawn the Jones secured revolving credit facility at
'CCC+'/'RR1' as the facility has only a nominal borrowing base.
According to public reports, Jones has missed $27.7 million of
interest payments that were due March 15 on its 9.25% first lien
notes due 2023 and 9.25% senior unsecured notes due 2023. The
company has now entered a 30-day grace period on that debt.
Jones has been in continuing discussions with its note holders
since February 2018 and has entered into two separate
confidentiality agreements, but has been unable to reach an
agreement to restructure its debt. Under the latest debt exchange
proposal, senior unsecured note holders would receive $245 million
of new 12% PIK second lien notes and 70% of the common equity. The
first lien notes would not be affected.
Although an agreement has not been reached, Fitch believes that
Jones will continue to pursue a debt exchange. If the company
reaches an agreement with bondholders, Fitch is likely to determine
that the exchange was a distressed debt exchange (DDE). If an
agreement cannot be reached, Fitch believes a bankruptcy filing is
probable.
Fitch has also lowered the recovery ratings on the first lien notes
and senior unsecured notes to reflect a lower recovery value based
on lower production and reduced drilling plans.
KEY RATING DRIVERS
Missed Coupon Payment: Published reports state that Jones failed to
make the March 15 coupon payments on its 9.25% first lien notes due
2023 and its 9.25% senior unsecured notes due 2023. The total
amount due was $27.7 million, which means the 30-day grace period
has now been triggered.
Negotiations with Note Holders: Jones entered into a cooperation
agreement in February 2018 with a group of certain note holders to
discuss a transaction involving the 6.75% unsecured notes due 2022
and the 9.25% unsecured notes due 2023. The note holders presented
the company with a proposal that contemplated partial equitization
of the unsecured notes for new second lien debt in April 2018. In
August 2018, Jones and the note holders entered into a
confidentiality agreement in order to negotiate. No deal was
reached but both parties entered into new negotiations in December
2018. Under the latest debt exchange proposal, senior unsecured
note holders would receive $245 million of new 12% PIK second lien
notes and 70% of the common equity. The first lien notes would not
be affected. If such an agreement is reached, Fitch is likely to
determine that the exchange was a DDE.
Going Concern Language: The Jones 2018 10-K filing contained
language in which the auditors raised substantial doubt about the
company's ability to continue as a going concern.
Limited Liquidity: Jones liquidity consists of only $58 million of
cash as of December 2018. Revolver availability is $25 and provides
negligible liquidity support. With production expected to decline
in 2019, Fitch does not expect Jones will generate enough EBITDA to
cover interest payments and capex. In Fitch's view, Jones will
likely run out of cash unless the debt is restructured.
Declining Production: Average daily production in the fourth
quarter was 22.2MBoe/d, which was 11% above the guidance midpoint.
In the first quarter of 2019, Jones is guiding production to
decline to 18.3-20.3MBoe/d due to non-core asset sales, natural PDP
declines, and lack of meaningful contributions from new completion
activity. Jones is cutting its capex in 2019 to $60 million from
$193 million in 2018. Fitch expects production to decline
throughout the year given the lack of drilling and completion
activity.
DERIVATION SUMMARY
Jones Energy's credit profile is weaker than high-yield peers on
several key metrics, including size, operational momentum and
leverage metrics. For fourth-quarter 2018, Jones' total production
of 22.0 mboe/d was materially less than peers Laredo Petroleum Inc.
(LPI; 70.7 mboe/d), Carrizo Oil & Gas Inc. (CRZO; 68.3 mboe/d), and
Extraction Oil & Gas, Inc. (XOG, B+; 85.8 mboe/d). Fitch expects
that production growth for Jones will lag peers, based primarily on
liquidity constraints. Jones' netback margin (cash netback/unhedged
revenue per boe) is below peers, driven primarily by its higher
interest costs of $10.9/boe. Jones' small production base
exacerbates the impact of interest costs when measured on a $/boe
basis. Fitch notes that the company's leverage was significantly
higher than peers in 2018. Jones' debt/flowing barrel of $50,727
exceeded that of LPI ($13,504), CRZO ($32,311) and XOG ($20,840).
KEY ASSUMPTIONS
Fitch's Key Assumptions Within Our Rating Case for the Issuer
-- Base case WTI oil price stable at $57.50/barrel in 2019 and
2020, and $55.00 long term;
-- Base case Henry Hub gas of 3.25/mcf in 2019, and $3.00/mcf
long-term price;
-- Production decline of 26% in 2019 due to reduced capex
program;
-- Capex of $60 million in 2019.
Fitch's recovery analysis for Jones Energy uses both an asset value
based approach on observed transactions of like assets and a
going-concern (GC) approach, with these assumptions:
Transactional and asset based valuation such as recent transactions
for the Western Anadarko and Merge basins on a $/acre, SEC PV-10,
flowing production, and proved reserve estimates were used to
determine a reasonable sales price for the company's assets. The
valuations were further adjusted to reflect scale, location, and
asset quality. The valuations resulted in an average of $321
million, which primarily reflects the lack of developed reserves.
Assumptions for the going-concern approach include:
-- Fitch assumed a bankruptcy scenario exit EBITDA of $81 million
and reflects the estimated base case 2019 scenario given Fitch's
belief that a default is likely within the next 12 months.
-- GC enterprise value (EV) multiple of 4.5x versus a historical
energy sector multiple of 6.7x. The multiple reflects lack of
transactional demand for assets in these basins partially offset by
development opportunities with a stronger capital structure. The
going concern enterprise value of the company is $365 million.
The GC enterprise value is used because it is higher than the
liquidation value. After administrative claims of 10%, there is
$328 million available to creditors. The first lien secured notes
is expected to receive a Recovery Rating of 'RR3'. The senior
unsecured notes are expected to only receive a minimal concession
allowance and would have a Recovery Rating of a 'RR6'.
RATING SENSITIVITIES
Developments That May, Individually or Collectively, Lead to
Positive Rating Action
-- Fitch does not expect an upgrade in the near term.
Developments That May, Individually or Collectively, Lead to
Negative Rating Action
-- An agreement with note holders is negotiated that results in a
distressed debt exchange;
-- An agreement with note holders is not negotiated resulting in
a probable bankruptcy filing.
FULL LIST OF RATING ACTIONS
Fitch has taken these rating actions:
Jones Energy, Inc.
-- Long-Term IDR downgraded to 'C' from 'CC'.
Jones Energy Holdings, LLC
-- Long-Term IDR downgraded to 'C' from 'CC';
-- First lien notes downgraded to 'CC'/'RR3' from 'CCC+'/'RR1';
-- Senior unsecured notes affirmed at 'C'; the recovery rating
has been revised to 'RR6' from 'RR5';
-- Secured revolver affirmed at 'CCC+'/'RR1' and withdrawn.
JOSEPH HEATH: $375K Sale of Alexandria Condo Unit 21 Approved
-------------------------------------------------------------
Judge Klinnette H. Kindred of the U.S. Bankruptcy Court for the
Eastern District of Virginia authorized Joseph F. Heath's sale of
the real property described as Groveton Woods Condo, Unit 21, Phase
3, as found in the Land Records of Fairfax County, Virginia, and
otherwise known as 7147 Mason Grove Court, Unit 21, Alexandria,
Virginia, to Nathan Bartlett for $375,000, less a credit for
repairs from the Seller of up to $4,500 pending a home inspection,
all pursuant to a contract dated Feb. 04, 2019.
The liens of Select Portfolio Services and the IRS will attach to
the proceeds.
The Debtor is authorized and directed to distribute the sale
proceeds as follows:
(1) The ordinary and necessary costs of closing and
recordation,
(2) Real property taxes owed to the County of Fairfax (if
any), and
(3) The secured claim of SPS.
The I.R.S. will then receive the remaining proceeds directly from
settlement. The sale is free and clear of the Tax Lien.
The Property will be sold free and clear of the Tax Lien (which
will continue to attach to all other property and rights of the
Debtor) and that neither the United States Attorney's office, nor
the IRS will be required to execute a further discharge of the lien
with respect to the Property.
The only interest of the United States in the Property that is
subject to the sale will be the Tax Lien identified, if any should
exist, is affected by the Order.
The 14-day stay under Rule 6004(h) is waived.
Upon settlement, the Debtor will promptly prepare and file a Report
of Sale detailing the distribution of the sale proceeds.
About Joseph F. Heath
Joseph F. Heath sought Chapter 11 protection (Bankr. E.D. Va. Case
No. 07-14107) on Dec. 27, 2007. The Debtor estimated assets in the
range of $0 to $50,000 and $100,001 to $500,000 in debt. The
Debtor tapped Bennett A. Brown, Esq., at The Law Office of Bennett
A. Brown, as counsel.
On Dec. 22, 2017, the Court confirmed the Debtor's Second Amended
Plan.
JOSEPH HEATH: $590K Sale of Alexandria Property Approved
--------------------------------------------------------
Judge Klinnette H. Kindred of the U.S. Bankruptcy Court for the
Eastern District of Virginia authorized Joseph F. Heath's sale of
the real property described as Lot 22, Pavilions at Huntington, Tax
Map ID #0833 38 0022 as found in the land records of Fairfax
County,
Virginia, and otherwise known as, 2449 Huntington Park Drive,
Alexandria, Virginia, to Pavel Karalin and Edward A. Coppola Nathan
Bartlett for $590,000, pursuant to a contract dated Feb. 20, 2019.
The liens of Select Portfolio Services and the IRS will attach to
the proceeds.
The Debtor is authorized and directed to distribute the sale
proceeds as follows:
(1) The ordinary and necessary costs of closing and
recordation,
(2) Real property taxes owed to the County of Fairfax (if
any), and
(3) The secured claim of SPS.
The I.R.S. will then receive the remaining proceeds directly from
settlement. The sale is free and clear of the Tax Lien.
The Property will be sold free and clear of the Tax Lien (which
will continue to attach to all other property and rights of the
Debtor) and that neither the United States Attorney's office, nor
the IRS will be required to execute a further discharge of the lien
with respect to the Property.
The only interest of the United States in the Property that is
subject to the sale will be the Tax Lien identified, if any should
exist, is affected by the Order.
The 14-day stay under Rule 6004(h) is waived.
Upon settlement, the Debtor will promptly prepare and file a Report
of Sale detailing the distribution of the sale proceeds.
About Joseph F. Heath
Joseph F. Heath sought Chapter 11 protection (Bankr. E.D. Va. Case
No. 07-14107) on Dec. 27, 2007. The Debtor estimated assets in the
range of $0 to $50,000 and $100,001 to $500,000 in debt. The
Debtor tapped Bennett A. Brown, Esq., at The Law Office of Bennett
A. Brown, as counsel.
On Dec. 22, 2017, the Court confirmed the Debtor's Second Amended
Plan.
JTJ RESTAURANTS: Seeks to Hire Brian McMahon as Legal Counsel
-------------------------------------------------------------
JTJ Restaurants, Inc. and Byrd Restaurants-Royal Palm, Inc. seek
approval from the U.S. Bankruptcy Court for the Southern District
of Florida to hire Brian K. McMahon, P.A. as legal counsel in
connection with their Chapter 11 cases.
The firm will provide these services:
a. advise the Debtors of their powers and duties under the
Bankruptcy Code;
b. advise the Debtors of their responsibilities in complying
with the U.S. trustee's Operating Guidelines and Reporting
Requirements and with the rules of the court; and
c. represent the Debtors in negotiation with their creditors in
the preparation of a bankruptcy plan.
Brian McMahon, Esq., the attorney who will be handling the cases,
will be paid an hourly fee of $400 and will receive reimbursement
for work-related expenses.
Mr. McMahon 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 at:
Brian K. McMahon, Esq.
Brian K. McMahon, P.A.
1401 Forum Way, 6th Floor
West Palm Beach, FL 33401
Tel: (561) 478-2500
About JTJ Restaurants Inc. and Byrd
Restaurants-Royal Palm Inc.
JTJ Restaurants, Inc. and Byrd Restaurants-Royal Palm, Inc. sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.
Fla. Case Nos. 19-12990 and 19-12991) on March 6, 2019. The
petitions were signed by Jerome Byrd, president. JTJ Restaurants
estimated $50,000 in assets and $1 million to $10 million in
liabilities. The Debtors are represented by Brian K. McMahon, P.A.
as counsel.
KADMON HOLDINGS: Susan Wiviott Will Step Down from Board
--------------------------------------------------------
Susan Wiviott does not intend to stand for re-election to Kadmon
Holdings' Board of Directors at the upcoming annual meeting of
shareholders on May 15, 2019. On March 21, 2019, Ms. Wiviott
provided notice to the Company of her intent to resign effective as
of the Annual Meeting, and confirmed that her intent to not stand
for re-election is not because of any disagreement between her and
the Company.
"Susan has served on our Board since the Company's earliest stages
and we are fortunate to have had the benefit of her counsel over
the years," said Harlan W. Waksal, M.D., president and CEO at
Kadmon. "On behalf of Kadmon's senior management and our Board, we
are grateful for Susan's contributions and wish her the best in her
future endeavors."
About Kadmon Holdings
Based in New York, Kadmon Holdings, Inc. -- http://www.kadmon.com/
-- is a fully integrated biopharmaceutical company developing
innovative product candidates for significant unmet medical needs.
The Company's product pipeline is focused on autoimmune,
inflammatory and fibrotic diseases as well as immuno-oncology.
Kadmon reported a net loss attributable to common stockholders of
$56.26 million for the year ended Dec. 31, 2018, compared to a net
loss attributable to common stockholders of $81.69 million for the
year ended Dec. 31, 2017. As of Dec. 31, 2018, the Company had
$144.66 million in total assets, $56.25 million in total
liabilities, and $88.41 million in total stockholders' equity.
BDO USA, LLP, in New York, the Company's auditor since 2010, issued
a "going concern" opinion in its report on the consolidated
financial statements for the year ended Dec. 31, 2018, stating that
the Company has incurred recurring losses from operations and
expects such losses to continue in the future. Additionally, the
Company's debt agreement is subject to covenants that could
accelerate the repayment of that debt if breached. These factors
raise substantial doubt about the Company's ability to continue as
a going concern.
KENNETH HOOD: $200K Sale of Cleveland Property to the City Approved
-------------------------------------------------------------------
Judge Selene D. Maddox of the U.S. Bankruptcy Court for the
Northern District of Mississippi authorized Kenneth Brown Hood's
sale of the real property located at 207 East Carpenter Street,
Cleveland, Mississippi, and described as Section l6, Township 22,
Range 5 West in Bolivar County, to the City of Cleveland for
$200,000, free and clear of liens, claims and interests.
Upon the closing of the sale transaction, the net funds (sales
price less ad valorem taxes for 2018 and 2019), will be placed in
an interest bearing escrow account by the counsel for the Movant,
with the funds to be disbursed only upon further order, after
notice and a hearing.
The response filed by the Mississippi Department of Revenue
("MDOR") is resolved by the agreement of the Debtor, the MDOR and
Helena Chemical Co. that the sales proceeds arising out of the sale
of the Real Property involved will be used first to pay the
administrative expense claims in the case including, but not
limited to, the claims in the Chapter 11 case held by the MDOR
against the Debtor. Thereafter, all remaining funds are to
continue to be held in the referenced interest bearing, escrow
account by the counsel for the DIP.
However, since other creditors and parties-in-interest have not
have an opportunity to hear and consider the agreement by, between
and among the Debtor, the MDOR and Helena, separate agreed order is
to be entered by the Court, containing a negative notice provision
giving creditors and parties-in-interest 14 days Within which to
object to the distribution of funds contemplated, failing which the
order disbursing the funds in accordance with the agreement set
forth in this paragraph will become final.
The Order is a final judgment as contemplated by the applicable
Bankruptcy Rules.
Kenneth Brown Hood sought Chapter 11 protection (Bankr. N.D. Miss.
Case No. 16-14511) on Dec. 30, 2016. The Debtor tapped Craig M.
Geno, Esq., at Law Offices of Craig M. Geno, PLLC, as counsel.
KENNETH HOOD: $615K Sale of Bolivar Property to Simcox Approved
---------------------------------------------------------------
Judge Selene D. Maddox of the U.S. Bankruptcy Court for the
Northern District of Mississippi authorized Kenneth Brown Hood's
sale of the real property located and described as Lots 8, 9 and 16
in Section 4, Township 24 North, Range 7 West in Bolivar County,
Mississippi as noted as Tract 4; and real property known as Tract
6, to Joseph Simcox for $615,000.
The sale is free and clear of liens, claims and interests with the
exception of ad valorem tax claims which will be prorated based
upon possession, and paid at closing from the sales proceeds.
Upon the closing of the sale transaction, the net funds (sales
price less ad valorem taxes for 2018 and 2019), will be placed in
an interest bearing escrow account by the counsel for the Movant,
with the funds to be disbursed only upon further order, after
notice and a hearing.
The response filed by the Mississippi Department of Revenue
("MDOR") is resolved by the agreement of the Debtor, the MDOR and
Helena Chemical Co. that the sales proceeds arising out of the sale
of the Real Property involved will be used first to pay the
administrative expense claims in the case including, but not
limited to, the claims in the Chapter 11 case held by the MDOR
against the Debtor. Thereafter, all remaining funds are to
continue to be held in the referenced interest bearing, escrow
account by the counsel for the DIP.
However, since other creditors and parties-in-interest have not
have an opportunity to hear and consider the agreement by, between
and among the Debtor, the MDOR and Helena, separate agreed order is
to be entered by the Court, containing a negative notice provision
giving creditors and parties-in-interest 14 days Within which to
object to the distribution of funds contemplated, failing which the
order disbursing the funds in accordance with the agreement set
forth in this paragraph will become final.
The Order is a final judgment as contemplated by the applicable
Bankruptcy Rules.
Kenneth Brown Hood sought Chapter 11 protection (Bankr. N.D. Miss.
Case No. 16-14511) on Dec. 30, 2016. The Debtor tapped Craig M.
Geno, Esq., at Law Offices of Craig M. Geno, PLLC, as counsel.
KODIAK GAS: Moody's Assigns B3 CFR & Rates $400MM Unsec. Notes Caa2
-------------------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating
(CFR) and B3-PD Probability of Default Rating (PDR) to Kodiak Gas
Services, LLC. Concurrently, Moody's assigned a Caa2 rating to
Kodiak's proposed $400 million senior unsecured notes due 2027. The
rating outlook is stable.
Proceeds from the notes offering will be used to partially repay
borrowings under the existing senior secured revolving credit
facility (unrated). As part of the transaction, the company is also
establishing a new revolver (unrated).
Assignments:
Issuer: Kodiak Gas Services, LLC
-- Probability of Default Rating, Assigned B3-PD
-- Corporate Family Rating, Assigned B3
-- Senior Unsecured Regular Bond/Debenture, Assigned Caa2 (LGD5)
Outlook Actions:
Issuer: Kodiak Gas Services, LLC
-- Outlook, Assigned Stable
RATINGS RATIONALE
Kodiak's B3 CFR reflects high financial leverage (over 7x
debt/EBITDA in 2019), a small revenue base, as well as basin and
customer revenue concentration. These risks are partially offset by
the company's good market position, durable customer relationships,
fee-based contracts, high levels of equipment utilization, and good
EBITDA margins. Moody's expects fleet utilization will continue at
solid levels in 2019 given existing contracts supporting EBITDA
growth and strong margins. Moody's expects that the company will
make sizable capital spending investments to grow its fleet of
equipment, relying on its revolver to support growth and resulting
in leverage remaining high over the next 12-18 months.
While the majority of the equipment expected to come online in 2019
is already on order, the company has flexibility to adjust growth
capital spending over the medium term based on market conditions.
There is execution risk as the company scales up. However, the
company's growing horsepower has been driven largely by needs of
its existing customers and Moody's anticipates that the company
will continue to focus on building new compression units when there
are specifically identifiable customer opportunities for profitable
growth.
Moody's expects Kodiak to maintain adequate liquidity. Concurrent
with the closing of the new bonds, the company expects to close on
a new ABL revolving credit facility due 2024. While proceeds from
the bond offering are slated to partially repay revolver
borrowings, Moody's anticipates the company will continue to rely
heavily on its revolver to support growth capital expenditures.
Kodiak's proposed $400 million senior unsecured notes due 2027 are
rated Caa2, two notches below the CFR. This notching reflects the
effective subordination of the notes relative to the large ABL
revolver due 2024, which has a senior secured priority claim to
substantially all of the company's assets.
The stable rating outlook reflects Moody's expectation that EBITDA
margins will remain relatively stable over the next 12-18 months
and that leverage will gradually decline although remaining high.
Factors that could lead to an upgrade include successful execution
on growth strategies while continuing to build its operating and
financial track record and reducing leverage. Debt/EBITDA
approaching 5.5x could result in a ratings upgrade.
EBITDA/interest below 2x, deterioration of liquidity, or loss of a
large customer could result in a ratings downgrade.
The principal methodology used in these ratings was Global Oilfield
Services Industry Rating Methodology published in May 2017.
Kodiak, headquartered in Houston, Texas, is a privately-owned
provider of contract compression and related services for the oil
and gas industry in the United States. The EQT Infrastructure III
fund acquired the company from The Stephens Group, LLC in February
2019.
LAT REALTY: May 14 Plan Confirmation Hearing
--------------------------------------------
The Bankruptcy Court has issued an order approving the Amended
Disclosure Statement explaining LAT Realty, LLC's Chapter 11 plan.
The confirmation hearing will be held on May 14, 2019 at 09:30 AM.
Class 5 - General Unsecured Class are impaired and will be paid
100% of their Allowed Claims in equal monthly installments over a
period of 60 months commencing no greater than 30 days following
the Effective Date of the plan. The Debtor may choose to pay
general unsecured claims in a shorter period of time due to the de
minimis nature of such claims.
Payments and distributions under the Plan will be funded by the
Debtor's operating income.
A full-text copy of the First Amended Disclosure Statement dated
March 14, 2019, is available at http://tinyurl.com/y3mtnr36from
PacerMonitor.com at no charge.
About JLAN Properties
JLAN Properties, LLC, is a privately-held operator of
nonresidential buildings.
JLAN Properties sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Pa. Case No. 18-04205) on October 4,
2018. In the petition signed by Linda Teberio, managing member,
the Debtor estimated assets of less than $500,000 and liabilities
of less than $1 million. Judge John J. Thomas presides over the
case.
MARWA ENTERPRISES: Seeks to Hire Kelly B. Mathis as Special Counsel
-------------------------------------------------------------------
Marwa Enterprises, LLC seeks approval from the U.S. Bankruptcy
Court for the Middle District of Florida to hire the Law Office of
Kelly B. Mathis as special counsel.
The firm will provide legal services, including legal advice
concerning tenancy issues and the prosecution of an eviction action
against certain tenants.
Mathis does not represent any interest adverse to the Debtor and
its estate, according to court filings.
The firm can be reached at:
Kelly B. Mathis, Esq.
Law Office of Kelly B. Mathis
12276 San Jose Blvd.
Jacksonville, FL 32223
Phone: 904-880-5114
About Marwa Enterprises LLC
Marwa Enterprises, LLC owns a commercial property in Jacksonville,
Florida.
Marwa Enterprises sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-02809) on Aug. 14,
2018. At the time of the filing, the Debtor estimated assets of
less than $50,000 and liabilities of less than $1 million. The
case has been assigned to Judge Paul M. Glenn. The Debtor tapped
the Law Offices of Rehan N. Khawaja as its legal counsel.
MATUSOW OFFICES: Case Summary & 8 Unsecured Creditors
-----------------------------------------------------
Debtor: Matusow Offices, LLC
c/o Gary Matusow
876 Arbor Court East
Vineland, NJ 08360
Business Description: Matusow Offices, LLC listed its business as
Single Asset Real Estate (as defined in 11
U.S.C. Section 101(51B)). It owns in fee
simple a professional office building at 602
W.Sherman Avenue, Vineland, New Jersey
valued by the Debtor at $2.6 million.
Chapter 11 Petition Date: March 21, 2019
Court: United States Bankruptcy Court
District of New Jersey (Camden)
Case No.: 19-15738
Judge: Hon. Andrew B. Altenburg Jr.
Debtor's Counsel: Ira Deiches, Esq.
DEICHES & FERSCHMANN
25 Wilkins Ave.
Haddonfield, NJ 08033
Tel: (856) 428-9696
Fax: (856) 795-6983
E-mail: ideiches@deicheslaw.com
Total Assets: 2,641,320
Total Liabilities: $2,365,915
The petition was signed by Gary Matusow, member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's eight unsecured creditors is available for
free at:
http://bankrupt.com/misc/njb19-15738.pdf
MCP REAL ESTATE: $325K Sale of 7-Acre Clarksburg Parcel Approved
----------------------------------------------------------------
Judge Frank W. Volk of the U.S. Bankruptcy Court for the Southern
District of West Virginia authorized MCP Real Estate Holding, LLC's
sale of a 7-acre parcel of real property located off of North 12th
Street, Clarksburg, Harrison County, West Virginia to Simons
Crossing Limited Partnership for $325,000.
A hearing on the Motion was held on March 6, 2019.
The sale is free and clear of liens.
The Debtor is authorized to pay the cost of the preparation of any
necessary documents normally paid by the Seller, including but not
limited to, the cost of preparation of a deed; to pay the Debtor's
share of the current real property taxes and all arrearages of real
property taxes and the recording fee and the transfer tax.
The remaining proceeds will be paid to an escrow account as will be
set forth in a second order with the lien of the first-in-line deed
of trust holder First Exchange Bank to attach to those proceeds
subject to the remaining issues to be addressed by this Court as
will be set out in the second Court order.
About MCP Real Estate Holding
MCP Real Estate Holding, LLC, filed a Chapter 11 bankruptcy
petition (Bankr. S.D. W.Va. Case No. 19-30026) on Jan. 23, 2019.
The Debtor hired Pepper & Nason, as attorney.
MICHAEL HANCOCK: $1K Sale of Petal Parcel to the City Approved
--------------------------------------------------------------
Judge Katharine M. Samson of the U.S. Bankruptcy Court for the
Southern District of Mississippi authorized Michael Sean Hancock's
sale of a triangular parcel of undeveloped real estate located at
the intersection of Corinth Road, Smithville Road and Trystan Dr.
in Petal, Mississippi, identified as Parcel # 3-030I-12-006.00 in
the land records of Forrest County, Mississippi, to the City of
Petal for $1,000 plus the attorneys' fees and expenses associated
with obtaining Court permission for the sale.
The sale is free and clear of all liens, claims and encumbrances.
The Debtor will file a Report of Sale and Motion to Confirm Sale
with the Court.
Good cause exists to authorize the sale without subjecting the
order to a stay of execution, as permitted under Rules 7062 and
6004(h) of the Federal Rules of Bankruptcy Procedure.
Michael Sean Hancock sought Chapter 11 protection (Bankr. S.D.
Miss. Case No. 18-51989) on Oct. 11, 2018. The Debtor tapped
Jarrett Little, Esq., at Lentz & Little, PA, as counsel.
MID-ATLANTIC ENERGY: Files Chapter 11 Plan of Liquidation
---------------------------------------------------------
Mid-Atlantic Energy Concepts, Inc., d/b/a Atlantic Energy Concepts,
and Laralyn, L.P., filed a Chapter 11 plan of liquidation and
accompanying disclosure statement, and a motion asking the
Bankruptcy Court to approve the disclosure statement as having
adequate information.
Class 7. General Unsecured Claims. Class 7 is impaired. As soon as
reasonably practicable after (a) full payment of Allowed
Administrative Claims including Fee Claims and Priority Tax Claims,
(b) the determination of the Complaint, in the event that holders
of Class 2, Class 3, Class 4 and Class 5 Claims have not voted in
favor of the Plan or objected to confirmation of the Plan, (c)
payment of Allowed Class 2, Class 3, Class 4, Class 5, and Class 6
Claims, the Debtor, in accordance with the Plan, shall Distribute
on a Pro-Rata basis the funds remaining in the Distribution
Account to holders of Allowed Class 7 Claims, if any, as and when
funds are available for such purpose. No interest will be paid on
account of Class 7 Claims. Class 7 shall include the Deficiency
Claims of holders of Allowed Class 2, Class 3, Class 4, and Class
5 Claims. No portion of any Class 7 Claim shall be allowed to the
extent that it is for post- petition interest or other similar
post-petition charges.
Class 2. Secured Claim of SummitBridge Guaranty Obligations are
impaired. The treatment and consideration to be received by
SummitBridge Investments VI, as successor to Santander on account
of its Allowed Secured Claim shall be in full settlement,
satisfaction, and release of all of its respective claims and
liens.
If SummitBridge, Allied, Hartford and C&F vote in favor of this
Plan and do not object to its confirmation, then, the Allowed Class
2 Secured Claim of SummitBridge shall be paid the balance in the
Distribution Account after (a) payment of Allowed Fee Claims of
Debtor's counsel, (b) payment of Allowed Priority Tax Claims, (c)
payment of Allowed Class 6 Priority Claims, if any, and (d) payment
of the amount of $50,000 on a Pro-Rata basis to holders of Allowed
Class 7 Claims.
If SummitBridge, Allied, Hartford or C&F do not vote in favor of
this Plan or file an objection to this Plan, then the Debtor will
file the Complaint and the Allowed Class 2 Secured Claim of Summit
Bridge shall be paid as determined by Final Order of the Bankruptcy
Court in connection with the claims asserted by the Debtor in the
Complaint against SummitBridge, Allied, Hartford, and C&F.
Class 3. Secured Claim of Allied. Class 3 is impaired. The
treatment and consideration to be received by Allied on account of
its Allowed Secured Claim shall be in full settlement,
satisfaction, and release of all of its respective claims and
liens.
If SummitBridge, Allied, Hartford and C&F vote in favor of this
Plan and do not object to its confirmation, then, the Allowed Class
3 Secured Claim of Allied shall be treated as a general unsecured
claim and receive the treatment set forth in Class 7 of this Plan
and shall be entitled to share on a Pro-Rata basis in the
$50,000.00 to be paid under section 3.7. I of the Plan.
If SummitBridge, Allied, Hartford or C&F do not vote in favor of
this Plan or file an objection to this Plan, then the Debtor will
file the Complaint and the Allowed Class 3 Secured Claim of Allied
shall be paid as determined by Final Order of the Bankruptcy Court
in connection with the claims asserted by the Debtor in the
Complaint against SummitBridge, Allied, Hartford, and C&F, unless
otherwise agreed among the Debtor, SummitBridge, Allied, Hartford
and C&F and approved by the Court.
Class 4. Secured Claim of Hartford. Class 4 is impaired. The
treatment and consideration to be received by Hartford on account
of its Allowed Secured Claim shall be in full settlement,
satisfaction, and release of all of its respective claims and
liens. The Allowed Class 4 Claim of Hartford shall be treated as a
general unsecured claim and receive the treatment set forth in
Class 7 of this Plan. If SummitBridge, Allied, Hartford and C&F
vote in favor of this Plan and do not object to its confirmation,
then, the Allowed Class 4 Secured Claim of Hartford shall be
treated as a general unsecured claim and receive the treatment set
forth in Class 7 of this Plan and shall be entitled to share on a
Pro-Rata basis in the $50,000.00 to be paid.
If SummitBridge, Allied, Hartford or C&F do not vote in favor of
this Plan or file an objection to this Plan, then the Debtor will
file the Complaint and the Allowed Class 4 Secured Claim of
Hartford shall be paid as determined by Final Order of the
Bankruptcy Court in connection with the claims asserted by the
Debtor in the Complaint against SummitBridge, Allied, Hartford, and
C&F, unless otherwise agreed among the Debtor, SummitBridge,
Allied, Hartford and C&F and approved by the Court.
Class 5. Secured Claim of C&F. Class 5 is impaired. The treatment
and consideration to be received by C&F on account of its Allowed
Secured Claim shall be in full settlement, satisfaction, and
release of all of its respective claims and liens. The Allowed
Class 5 Claim of C&F shall be treated as a general unsecured claim
and receive the treatment set forth in Class 7 of this Plan.
If SummitBridge, Allied, Hartford and C&F vote in favor of this
Plan and do not object to its confirmation, then, the Allowed Class
5 Secured Claim of C&F shall be treated as a general unsecured
claim and receive the treatment set forth in Class 7 of this Plan
and shall be entitled to share on a Pro-Rata basis in the
$50,000.00 to be paid.
If SummitBridge, Allied, Hartford or C&F do not vote in favor of
this Plan or file an objection to this Plan, then the Debtor will
file the Complaint and the Allowed Class 5 Secured Claim of C&F
shall be paid as determined by Final Order of the Bankruptcy Court
in connection with the claims asserted by the Debtor in the
Complaint against SummitBridge, Allied, Hartford, and C&F, unless
otherwise agreed among the Debtor, SummitBridge, Allied, Hartford
and C&F and approved by the Court.
Interest Holders. Class 8 is impaired. Class 8 Interests in the
Debtor shall be cancelled and extinguished as of the Effective
Date, and holders of such Interests shall not be entitled to, and
shall not, receive or retain any property or interest in property
under the Plan on account of such Interests.
The funds to effect the payments under the Plan for the Debtor will
be from (i) its Distribution Account and (ii) any other funds that
may be received by the Debtor or its Estate after the Effective
Date.
A full-text copy of the Disclosure Statement dated March 14, 2019,
is available at https://tinyurl.com/y3mtnngt from PacerMonitor.com
at no charge.
About Mid-Atlantic Energy Concepts
Founded in 1994, Mid-Atlantic Energy Concepts, Inc. --
https://www.atlanticenergyconcepts.com/ -- is a privately held
company specializing in turn-key lighting retrofits, taking full
responsibility for all aspects of the project from site survey
through project closeout. The company has performed lighting
retrofits on over a thousand projects in both the public and
private sectors, including federal, state and local government,
hospitals, universities, school districts, office buildings, retail
and commercial/industrial spaces.
Mid-Atlantic Energy Concepts sought Chapter 11 protection (Bankr.
E.D. Pa. Case No. 18-14790) on July 20, 2018. Judge Richard E.
Fehling is assigned to the case. In the petition signed by Kenneth
Field, president, the Debtor estimated assets and liabilities in
the range of $1 million to $10 million. The Debtor tapped Aris J.
Karalis, Esq., and Robert W. Seitzer, Esq., at Karalis PC, as
counsel.
An Official Unsecured Creditors Committee has not been appointed by
the United States Trustee.
MIDICI GROUP: April 4 Hearing on Disclosure Statement Approval
--------------------------------------------------------------
Midici Group, LLC, asks the Bankruptcy Court to approve the first
amended disclosure statement explaining its Chapter 11 plan at a
hearing to be held on April 4, 2019 at 1:00 P.M. in Court room 301,
21041 Burbank Blvd., Woodland Hills, CA 91367.
On December 28, 2018, the Debtor filed a proposed Disclosure
Statement. On February 1, an official committee of unsecured
creditors was appointed. The Committee filed its comments and
objections to the adequacy of the Disclosure Statement. The Court
declined to approve the Disclosure Statement based on comments made
on the record.
The Debtor has now filed its First Amended Disclosure Statement.
On January 18, 2019, MidiCi Group filed its Motion for Order
Approving Post-Petition Financing from Members of Debtor. On March
6, 2019, the Court granted the Motion.
While almost all potential claims were ultimately resolved, they
caused MidiCi Group to spend significant time and financial
resources that were needed to support MidiCi Group and its
Franchisees, and improve in-store sales.
The Debtor will continue to investigate, but does not at this time
anticipate pursuing, or recovering, any funds from any avoidance
actions. The Debtor has reviewed its financial accounts for all
transfers made to creditors, insiders, and any other third party.
The Debtor confirmed that all transfers were made, with
consideration received in exchange therefor, in the ordinary course
of business. Therefore, there are no transfers of which the Debtor
is aware that would be subject to an avoidance action.
The Revitalization Strategy under the Plan contemplates that all
Franchise Agreements shall be assumed, all Rent Stabilization
Agreements shall be assumed, and MidiCi Group shall allow its
Franchisees to decide in their respective best interests whether to
continue with the system. If any Franchisee opts to leave the
system at any time on or after the Effective Date, even after the
implementation of the Revitalization Strategy, the Franchisee may
enter into a Mutual Termination Agreement and relieve itself of any
further obligation or liability owed to MidiCi Group.
Since the filing of the Disclosure Statement, the employment of
Synergy Consultants has been approved for a fee of $56,000, to be
paid solely by MidiCi Group for the benefit of the MidiCi system as
a whole. This is the sole identifiable cost in implementing the
Revitalization Strategy, since the Debtor's members will continue
to forego their salaries in exchange for their time and efforts in
enhancing the brand and system. Synergy Consultants has begun its
diagnostics into the MidiCi brand, which was a key component in
initiating the Revitalization Strategy.
Notwithstanding, any Franchisee shall have the option to terminate
its Franchise Agreement at any time from or after the Effective
Date, and MidiCi Group shall agree to release such Franchisee from
any and all obligations or liabilities under its Franchise
Agreement. MidiCi Group does not intend to force any Franchisee to
move forward with its enterprise under the Franchise Agreement if
the Franchisee elects not to do so. The Franchisees are allowed to
elect for themselves whether to continue or terminate. MidiCi Group
does not expect every Franchisee to open and operate their
franchised locations at any specific or required time. Franchisees
may elect whether to open their respective franchised locations and
determine the appropriate time to do so in each individual
Franchisee’s best interest. The Debtor does expect each
Franchisee to make that decision at the time the franchisee deem
fit.
Franchisees may elect, at any time, at their own discretion and in
their best interests, to exit the system and terminate their
Franchise Agreement. Any Franchisee who elects to leave the system
and terminate its Franchise Agreement shall be provided with a
Mutual Termination Agreement under which MidiCi Group shall waive
and excuse any obligations of the terminating Franchisee.
The Debtor's business has been sustained by the significant
investments and time put into the franchise system by the Debtor
and its members. As of the Petition Date, MidiCi Group's members
have invested nearly $9,000,000 in (1) cash, (2) support for
Franchisees by virtue of waving collection of royalty fees and
marketing fees, and (3) foregoing their salaries for the work they
put into the system. Further, the members intend to extend this
arrangement throughout the course of the Plan, such that an
additional $7,000,000 is projected to be available to support the
Franchisees and the MidiCi brand. It is the commitment and
investment by the Debtor's members which will give the business
value. It is highly unlikely that any third party would be willing
to purchase the Debtor's insignificant assets and maintain
operations when doing so would require that the third party inject
millions of dollars to sustain its Franchisees who have thus far
not achieved the desired level of sales. As such, the only actual
value that can be created is by investing the significant time and
funds needed in order to increase in-store sales across the brand.
Upon liquidation, assets such as the intellectual property for a
business that is no longer operating will have no value for
Claimants and Franchisees.
The nominal liquidation value of the business and the conclusions
described above are further supported by an independent appraisal
recently obtained to provide further information for the Court and
the Committee. The appraisal determined the fair market value of a
100% interest in the Debtor as of February 28, 2018 to be Ten
Dollars ($10).
For ease of reference, the financial projections are provided in a
format and description similar to the Debtor's prior Monthly
Operating Reports and budgets. The assumptions with respect to
future income are as follows:
-- MidiCi Sherman Oaks is the only domestic Franchisee that is
currently paying its marketing fees and royalties fees to MidiCi
Group.
-- Taking the appropriate conservative approach, the projections
anticipate that income from marketing fees and royalties fees will
continue to be received only from MidiCi Sherman Oaks, while the
remaining domestic Franchisees receive the benefits of the Fee
Waiver and/or the RSAs.
-- Currently, there is one international franchised location in
Canada, although two additional franchised locations, and
potentially more, are expected to be opened during the Plan period
in Canada and in the Kingdom of Saudi Arabia.
-- MidiCi Sherman Oaks also reimburses the Debtor for certain
products or items it obtains through the Debtor to assist in
operations, which are calculated in the projections based on the
actual historical values for the prior year (described in the
budget as "Monthly Charge MDU").
-- Franchisees also pay for the use of the online franchisee
management system which is calculated based on the number of users,
and some choose to use and pay for a consolidating service for
social media where the fees are remitted to MidiCi Group and passed
on to the third party service provided (identified in the budget as
"MFMS & Momentfeed" charges).
-- MidiCi Sherman Oaks has paid $30,000 on a monthly basis as
payment towards its loan with the Debtor; the financial projections
anticipate that these regular monthly payments will continue to be
made (identified in the budget as "Sherman Oaks Loan").
-- After the loan is paid in full, MidiCi Sherman Oaks has
agreed to continue make payment up to $30,000 per month to the
Debtor, with the exact amount per month to be determined on the
Debtor’s needs, as a new subordinated, unsecured loan by MidiCi
Sherman Oaks in favor of the MidiCi Group.
The projections also make the following assumptions with respect to
expenses:
-- The projected payroll; payroll taxes; health, dental, and
life insurance; and insurance and 401k amounts mirror those of the
historical amounts assuming that the same core essential employees
will be retained by MidiCi Group and provide the same amount and
extent services (including the principals and executives of MidiCi
Group who will forego their salary as new value under the Plan).
-- The only anticipated deviation from historical values would
be the increased temporary expenses for payroll and travel expenses
to provide support for those Franchisees who have elected to
schedule opening of their respective franchised locations in the
first quarter of 2019, which already have mostly been completed and
paid for.
-- All Franchisees with enforceable leases have scheduled
openings for their respective franchised locations, and MidiCi
Group has allocated the support services for those scheduled
openings. There are six openings scheduled for the first quarter,
and only three for the second quarter. MidiCi Group anticipates a
brief pause or slowdown in new openings of the franchised locations
in the coming quarters while the Franchisees who have yet to enter
into leases assess the results of the Revitalization Strategy and
decide whether to move forward in opening franchised locations
under the new Revitalization Strategy or seek termination under the
Mutual Termination Agreement.
-- MidiCi Group will otherwise retain all employees who are
necessary to operate the business and contemplates a reduction as
to such staff who are solely involved in providing new store
opening training, while those openings are experiencing a slowdown
and/or temporary pause as the brand revitalizes.
A redlined version of the Amended Disclosure Statement dated March
14, 2019, is available at http://tinyurl.com/y3ke25lgfrom
PacerMonitor.com at no charge.
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.
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. Resnik Hayes Moradi LLP
serves as the Committee's bankruptcy counsel.
MIKE & HENRY: Taps Inland Real Estate as Real Estate Broker
-----------------------------------------------------------
Mike & Henry, LLC received approval from the U.S. Bankruptcy Court
for the Northern District of Illinois to hire real estate broker
Inland Real Estate Commercial Brokerage, Inc.
The firm will market and sell the Debtor's real property in Western
Springs, Illinois, where it operates H & H Auto. Paul Montes and
Eric Spiess, Inland's real estate agents, have been designated to
provide the services.
The firm will receive a real estate brokerage commission of 6% of
the gross sales price.
Inland and its agents do not represent any interest adverse to the
Debtor and its creditors and are disinterested persons as disclosed
in court filings.
The firm can be reached at:
Paul Montes
Eric Spiess
Inland Real Estate
Commercial Brokerage, Inc.
2901 Butterfield Road
Oak Brook, IL 60523
Phone: 630-954-4446
Toll Free: 800-828-8999
Email: propertyinfo@inlandgroup.com
About Mike & Henry LLC
Mike & Henry, LLC owns a real property where H&H Auto, which
provides auto repair service, operates. The property is located at
17 W. Ogden Avenue, Western Springs, Illinois.
Mike & Henry sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Ill. Case No. 18-30035) on October 25, 2018. At
the time of the filing, the Debtor disclosed that it had estimated
assets of less than $1 million and liabilities of less than
$500,000.
The case has been assigned to Judge Carol A. Doyle. The Debtor
tapped Crane, Simon, Clar & Dan as its legal counsel.
MONSTER CONCRETE: Proposed Online Sale of Equipment Approved
------------------------------------------------------------
Judge Clifton R. Jessup, Jr., of the U.S. Bankruptcy Court for the
Northern District of Alabama authorized Monster Concrete and
Excavation, Inc., and Monster Concrete, LLC, to sell the following
pieces equipment: (i) 2000 F250 for $6,000; (ii) 1999 F250 for
$6,000; (iii) 2000 F550 for $7,250; (iv) 2000 F450 for $7,250; (v)
1988 L900 Boom Truck for $16,000; (vi) 2005 Mack Granite Dump Truck
(blown engine) for $16,000; (vii) 1990 International Flat Bed for
$6,500; (viii) 1991 International Flat Bed for $6,500; (ix) 1991
International Form Truck for $20,000; (x) full set of Symons forms
and components for $22,000; (xi) Fork Lift for $3,500; and (xii)
2017 Welding Air Compressor and Generator Machine for $6,000, on
the following nationally recognized equipment sale websites:
equipment trailer.com; trucktrader.com; eBay and Craigslist.
The net sale proceeds from the Equipment will be held by the Debtor
in its DIP Bank Account and not be spent pending further Orders
from the Court. The phrase "net sale proceeds" means the gross
sale proceeds minus the satisfaction of any purchase money lien on
the Equipment to be sold. Additionally, any prepetition liens on
the Equipment will attach to the net sale proceeds in the order of
their priority.
About Monster Concrete
Based in Huntsville, Alabama, Monster Concrete and Excavation,
Inc., and Monster Concrete, LLC, are involved in the concrete
business and are owned by Steve Williams.
Monster Concrete and Excavation, Inc., and Monster Concrete, LLC,
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
N.D. Ala. Case No. 18-80279 and 18-80280) on Feb. 1, 2018. Judge
Clifton R. Jessup, Jr., presides over the cases. Heard, Ary &
Dauro, LLC, is the Debtors' legal counsel.
No trustee or examiner has been appointed and no official committee
been established in the bankruptcy case.
MURPHY OIL: Fitch Affirms 'BB+' IDR; Outlook Remains Stable
-----------------------------------------------------------
Fitch Ratings has affirmed Murphy Oil Corporation's (NYSE: MUR)
Long-Term Issuer Default Rating (IDR) at 'BB+' and unsecured debt
ratings at 'BB+'/'RR4'. In addition, Fitch has affirmed the ratings
on MUR's senior unsecured revolver at 'BBB-'/'RR1'. The Rating
Outlook is Stable.
The affirmation follows the announcement that Murphy is divesting
of its Malaysian oil and gas assets for $2.127 billion in cash. The
transaction is expected to close during 2Q'19. These assets
represent approximately 22% of the company's 2019 guided production
and 16% of its reserves.
Proceeds will be used to repay debt of $750 million, increase cash
by $750 million for potential future acquisitions and projects, and
repurchase $500 million of stock. Fitch considers the transaction
to be credit accretive in terms of leverage ratios. This is offset
by a smaller production profile and reserve base, and the need to
grow and develop its core U.S. onshore and offshore assets.
Murphy's leverage profile in terms of credit metrics is of
investment grade quality. In Fitch's view, Murphy still lags
investment grade peers in terms of free cash flow generation and
production and reserve size. Capital allocation has been a concern,
but the two recent transactions (GOM acquisition/Malaysian
divestiture) and capital decisions following show that management
is focused on building out core properties while managing the free
cash flow and leverage profiles. Fitch considers the allocation of
Malaysian sale proceeds towards gross debt reduction as credit
accretive, but the sale also removes a large, countercyclical
component of production, reserves, and cash flow. Fitch would
consider the reinvestment of proceeds into the acquisition, or
development of high-return core assets as opposed to developing
longer-dated, lower-return assets while maintaining recently stated
financial policy, as important to further rating progress.
KEY RATING DRIVERS
Sale of Malaysia Assets: On March 21, 2019, Murphy announced the
sale of its Malaysian oil and gas assets for $2.127 billion in
cash. Murphy may also receive up to an additional $100 million
contingent on future drilling results prior to October 2020. The
transaction is expected to close in 2Q'19 with an effective date of
Jan. 1, 2019. Production from the Malaysian assets was expected to
range from 45 MBoe/d to 47 MBoe/d in 2019 (22% of total midpoint
production guidance) with a 60% oil cut. 2018 Net 1P reserves were
130 MMBoe (16% of total reserves) with 46% proved developed.
Fitch believes Murphy received a favourable valuation on the asset
sale at 3.5x 2018 EBITDA, which implies a $71 bbl Brent oil price.
The asset sale simplifies Murphy's portfolio, allows for increased
focus on oil-weighted North American assets, and maintains a higher
portfolio oil cut as the Malaysian assets had a growing
gas-weighted production profile.
Favorable Use of Proceeds: Murphy plans to assign asset proceeds to
reduce debt by $750 million, increasing cash on hand for potential
acquisitions or projects by $750 million and a $500 million share
repurchase program. Fitch anticipates gross leverage to be under 2x
at the end of 2019 pro forma for the acquisition. In addition, the
increased cash allows Murphy flexibility to acquire assets to
replace the production lost from the Malaysian assets.
Growing Production Profile: Pro forma for the Gulf of Mexico
offshore assets acquisition and the Malaysian assets divestiture,
Fitch expects organic production to grow 7%-10% CAGR over the next
five years. Murphy is using a portion of its incremental cash flow
from the GOM acquisition to develop its Eagle Ford assets.
Production from the Eagle Ford has declined to 44MBoe/d from
61MBoe/d in 2015 partly due to capital being allocated to other
assets. Murphy plans increase its rig count from two to three or
four in the Eagle Ford and spend approximately $700 million on
average annually over the next five years. Fitch views the
increased development of this core asset and the potential
incremental production as a credit positive.
Near-Term FCF Deficits: Fitch anticipates free cash flow deficits
in the near term from the loss of the Malaysian assets. Fitch
defines FCF after common dividends, which is the primary reason for
the deficits. As production increases, Fitch expects Murphy to
become free cash flow positive in the long term at a $55 oil
price.
Manageable Maturities Profile: The revolver matures in 2023 and the
next bond maturities are not until 2022 when two bonds come due for
a combined $1.1 billion. Fitch expects proceeds from the asset
sales will likely address a portion of these maturities.
Diverse Operations: Murphy has an oil-weighted production profile
with principal positions in the Eagle Ford, Montney, Duvernay as
well as the U.S. Gulf of Mexico, and Canada. In addition, Murphy
has a portfolio of exploratory assets in offshore Mexico, Vietnam,
Guam, Australia, and Brazil. Murphy is managing its exploratory
budget to be no more than 10% of its capital expenditure budget,
although recent history has been closer to 7%-8%. Fitch is
concerned the company's lack of a concentrated portfolio, in
regards to its size, scale and various stages of resource
development, could limit operational focus and capital allocation
efficiency and increase exploration risk. Presently, Fitch believes
the pace and cost of Murphy's exploratory program is manageable.
Light Hedging Position: As of Dec. 31, 2018, Murphy has not hedged
its oil production and has hedged approximately 25% of its Canadian
natural gas production.
DERIVATION SUMMARY
Murphy is a mid-sized independent E&P with a diverse, global
resource base in various stages of exploration, development and
growth. Full year average production is approximately 172 mboepd as
of Dec. 31, 2018. Pro forma for the GOM acquisition and Malaysian
divestiture, production should average approximately 160 mboepd.
This will put MUR above QEP Resources Inc. (BB-), but below Concho
Resources (BBB/Stable), Continental Resources (BBB-/Stable), and
Hess Corporation (BBB-/Negative). MUR's netback at $25.1 is above
QEP, Noble Energy Inc. (BBB-/Positive), and Hess, but below
Continental and Concho. Pro forma proved 1P reserves of ~686 mmboe
are more in line with high 'BB' credits such as QEP. MUR's 2018
debt/EBITDA is 1.9x; however, Fitch projects that the divestiture
and organic growth will move the ratio slightly lower, which is
more in line with 'BBB-' issuers, such as Hess and Continental. MUR
has a smaller onshore footprint relative to its peers, including
QEP, Noble Energy, and Continental, while its diverse exploration
and development programs could limit capital allocation
efficiency.
KEY ASSUMPTIONS
Fitch's Key Assumptions Within Its Rating Case for the Issuer
-- WTI oil price of $57.50 in 2019 and 2020, and long-term price
of $55.00;
-- Henry Hub gas price of $3.25 in 2019 and long-term price of
$3.00;
-- Production of 161 mboe/d in 2019 and growing at a 7% CAGR
thereafter;
-- Liquids mix of 65% in 2019 and beyond;
-- Capex of $1.25 billion in 2019 and $1.3 billion in 2020;
-- Dividend payments 10% lower than 2018 from a lower share
count;
-- Expect acquisitions funded by Malaysian asset sales proceeds
over the forecast period.
RATING SENSITIVITIES
Developments That May, Individually or Collectively, Lead to
Positive Rating Action
-- Increased operational focus on core basins (Eagle Ford, GOM)
in terms of growing production;
-- Clear and conservative capital allocation and financial policy
that demonstrates capital spending, shareholder return, and M&A
discipline;
-- Adhering to management's stated policy of no more than 10% of
the capital budget in exploratory projects;
-- Increasing production above 200mboepd;
-- Lease adjusted FFO Gross Leverage below 2.0x.
Developments That May, Individually or Collectively, Lead to
Negative Rating Action
-- Mid-cycle debt greater than 2.5x or higher;
-- Change in financial policy that results in capital allocated
away from core assets;
-- Mid-cycle debt/flowing barrel above $20,000/boe or debt/proved
developed reserves of over $6.00/boe on a sustained basis.
-- Lease adjusted FFO Gross Leverage above 2.5x.
LIQUIDITY
Ample Liquidity: The Malaysian divestiture will allow Murphy to
address its 2022 maturities and fund production growth. The company
has a $1.6 billion revolving credit facility with $325 million
outstanding and $25 million under letters of credit. Fitch expects
the outstanding revolver will be repaid over the next 12 months.
Murphy will apply $750 million of the Malaysian asset sale proceeds
to cash, but Fitch expects these proceeds will eventually be used
for an acquisition or other major projects. The company intends to
used $750 million of cash proceeds to reduce debt, and Fitch
believes this will be focused on near-term maturities.
FULL LIST OF RATING ACTIONS
Fitch has affirmed these ratings:
Murphy Oil Corporation
-- Long-Term IDR at 'BB+';
-- Unsecured credit facility at 'BBB-'/'RR1';
-- Senior Unsecured Notes affirmed at 'BB+'/'RR4'.
The Rating Outlook is Stable.
NEOVASC INC: Reports Q4 and Fiscal Year 2018 Financial Results
--------------------------------------------------------------
Recent Highlights
* The U.S. Food and Drug Administration granted Breakthrough
Device designation to the Neovasc Reducer for the treatment of
refractory angina
* Reducer implanted in 100th patient in Germany
* 5-Year anniversary of Tiara patient celebrated as the longest
surviving transcatheter mitral valve replacement in the world
* Tiara featured in update presentation at the CRT 2019 meeting
* Reducer implant "Live Case" at the CRT meeting in Washington,
DC Peer-reviewed article on Tiara cases published in
Circulation: Cardiovascular Interventions
* Closed public offerings of common shares for gross proceeds
of
$10 million
* Resolved previously-disclosed litigation matter through a
settlement agreement with Micro Interventional Devices, Inc.
and Endovalve Inc.
* German Court of Appeals decision dismissing Edwards
Lifesciences CardiAQ LLC's claims against Neovasc regarding
ownership rights for the Tiara in Germany
"After achieving a steady flow of positive operational and
development milestones throughout 2018, we have entered 2019 with
significant momentum in the business which is driving increased
awareness among cardiologists for both the Tiara and Reducer," said
Fred Colen, president and chief executive officer of Neovasc.
Mr. Colen continued, "Our sales and marketing team continues to
make steady progress ramping up sales for the Reducer through our
partners and distributors across the EU and Middle East and through
direct sales activities in Germany. The clinical data that we have
generated for the Reducer as a treatment for chronic refractory
angina continues to build support among some of the leading
cardiologists around the world. As a result, we have already
generated a number of peer reviewed articles and presentations at
medical conferences in 2019 that are putting us in front of an ever
larger number of cardiologists and other treating physicians. This
new data is going further in showcasing patients' responses to the
Reducer, by utilizing new technologies to measure its performance,
including dipyridamole stress perfusion cardiac magnetic
resonance."
"While still in clinical trials, the Tiara truly is a leading edge,
ground-breaking device that is expected to be able to treat more
patients with a larger amount of co-existing conditions. Our
clinical data continues to support our efforts to further develop
the Tiara as we look to bring it to market. The positive momentum
we built up in 2018 for patient enrollment through the addition of
several new clinical sites will support the ongoing TIARA-II study
in 2019. We recently received regulatory approval in Germany and
the UK to proceed with the second phase of the study," concluded
Mr. Colen.
The Tiara Mitral Valve
As of March 19, 2019, a total of 71 patients have been treated with
Tiara, including 22 patients that have been treated under
compassionate use, 23 patients in the TIARA-I clinical study and 26
patients in the TIARA-II clinical study. The Tiara has been
successfully implanted in both functional and degenerative mitral
regurgitation patients, as well as in patients with pre-existing
prosthetic aortic valves and mitral surgical annuloplasty rings.
The 30-day survival rate for the 70 patients treated with the Tiara
(i.e. those treated more than 30 days ago) is 89% with one patient
now over five years post implant.
The ongoing TIARA-I study is expected to complete enrolment with 30
patients by the third quarter of 2019.
The TIARA-II study has completed the Phase 1 requirements as
required by the bi-phasic study design in both Germany and the
United Kingdom. In addition, the Company has received approval to
proceed with Phase 2 of the TIARA-II study for its Tiara, which
follows the Clinical Events Committee's adjudication of adverse
events, Data and Safety Monitoring Board review of the data, and
Governmental regulatory and ethics committee review of the interim
clinical report provided for 20 implanted subjects. This approval
will allow the TIARA-II study to proceed in these geographies with
no restrictions. Neovasc has 16 active TIARA-II clinical study
sites across Germany, Italy, Israel, Spain, and the UK with
additional sites being activated in Germany and The Netherlands.
This will bring the total number of clinical sites in the TIARA-II
study to 20 sites, which is the maximum approved number of sites
overall. The Company believes that it is on track to submit the
Tiara for CE Mark approval in approximately 2020, pending the
outcome of the TIARA-I and TIARA-II studies.
Earlier this month, a presentation highlighting recent Tiara data
was made to the world's leading cardiologists attending the 2019
Cardiovascular Research Technologies (CRT) meeting in Washington,
DC. The presentation provided an overview of the data from the 70
patients that had been treated to date with the Tiara mitral valve
replacement device. In addition, the presentation included select
Tiara patient cases, including similar data that was recently
published in the November issue of Cardiovascular Interventions on
cases of transcatheter mitral valve replacement using the Tiara
valve in patients with previous aortic valve replacement. These
patients were considered extremely high-risk due to their severe
mitral regurgitation and previous surgical aortic valve prosthesis.
The article describes great short-term outcomes. Procedural
success rate was 100% with no death or major complications and,
immediately following implantation, the patients' mitral
regurgitation was eliminated.
The REDUCER-I post-market observational study continues to enroll
patients across Europe at 20 active centers. Enrollment has now
reached 195 of 400. Data from this study, the COSIRA study, as
well as published data from several physician- initiated studies
continues to reflect the very positive safety profile and
improvements in patient's angina, therefore improving patient's
quality of life following Reducer implantation.
A patient implanted with a Tiara recently celebrated her fifth
anniversary since undergoing the procedure. The Company believes
that this patient is the longest surviving transcatheter mitral
valve replacement therapy recipient in the world. At the time of
the procedure, the female patient was 60 years old and a high-risk
candidate for surgery with severe MR. The Tiara valve was used to
replace the patient's diseased native mitral valve. Upon
implantation the patient experienced immediate elimination of the
MR without paravalvular leak, as well as an immediate increase in
stroke volume and decrease in pulmonary pressure. At her two-month
follow-up, the patient demonstrated a marked improvement in
symptoms compared to baseline, with a NYHA Functional Class II
(mild) compared to a NYHA Class IV (severe) prior to the Tiara
implantation. As of the five-year anniversary of undergoing the
Tiara implantation, this patient continues to report excellent
prosthetic valve function, and is currently a NYHA Class I/II with
significant improvement in quality of life.
Update on Intellectual Property for Tiara in Germany
The Higher Regional Court in Munich, Germany, on appeal by Neovasc,
has dismissed the case in full, brought by CardiAQ against Neovasc
in Germany. In dismissing the remainder of CardiAQ's case, the
German court now found that CardiAQ had not contributed to the
invention of the Tiara and found Neovasc to be the rightful
inventor and owner of all rights to the disputed Tiara European
patent application.
The Transfemoral Trans-septal ("TF/TS") Tiara system
Neovasc's R&D team has made significant progress with the
development of the TF/TS Tiara system concept over the past few
quarters. The development program is based on a leading concept
that allows for a very controlled and predictable implantation
procedure similar to our Tiara transapical program. Through
numerous evaluations within in vitro test methods, including system
trackability, deployment accuracy, and hydrodynamic assessment, as
well as four small acute animal trials, the team has narrowed down
to two concepts that are showing strong potential. The TF/TS full
development program will officially kick off at the end of next
week, with the goal of initiating a small clinical feasibility
study with the TF/TS program just before the end of 2020.
As a future option, the Company is also developing the concept of
full retrievability, up to the final point of valve release by the
delivery system, for the Tiara system.
The Reducer
In 2018, revenue increased by 55% compared to 2017. The sales
growth is mostly attributable to the sales and marketing efforts in
Germany, where the Reducer received the NUB 1 status in Germany at
the end of January 2018. Building off of this current momentum,
the Company is implementing a broader commercialization and therapy
development approach for the Reducer in the EU and Middle East. To
support this expanded strategy, Neovasc plans to continue expanding
its direct sales force in Germany. The Company has also
experienced increased demand from other European countries, where
it sells via distributors. Neovasc plans to build off of this
momentum as well as initiate sales in additional European countries
through new distribution agreements in 2019.
Supporting the future growth in Germany, the Reducer NUB 1 status
was renewed in 2019 for an additional year period. There was an
almost 50% increase in the number of German hospitals that applied
for the Reducer NUB 1 status, increasing from 107 German hospitals
last year to 159 German hospitals this year. These hospitals are
able to negotiate reimbursement coverage for the Neovasc Reducer
therapy under the German health insurance system.
Global recognition for the Reducer continues to increase throughout
the cardiology community as a result of the growing data portfolio
on the device that has been published in peer reviewed articles and
in presentations at medical conferences. As an example, in
December 2018, the Journal of the American College of Cardiology:
Cardiovascular Interventions ("JACC") published new, peer reviewed
data describing the long-term clinical and anatomical follow-up of
patients with severe angina pectoris treated with the Reducer 12
years prior. The article, which is entitled: "First-in-Human Use
of Coronary Sinus Reducer in Patients With Refractory Angina",
describes data from seven patients that had chronic refractory
angina and evidence of reversible myocardial ischemia and were
electively implanted with the Reducer in 2005. At 12 years, all
seven patients reported sustained improvement of angina class
compared with baseline status. As a result, the authors conclude
that treatment with the Reducer in patients with chronic refractory
angina presents a reasonable, safe, and durable option for
symptomatic relief and improved quality of life.
In January 2019, JACC also published a peer reviewed article on the
use of dipyridamole stress perfusion cardiac magnetic resonance to
assess the performance of the Reducer titled, "Coronary Sinus
Reducer Implantation to Reduce the Ischemic Burden in Refractory
Angina." With stress perfusion CMR emerging as the non-invasive
gold standard for the assessment of ischemia, the article discusses
how the use of a reliable, non-operator-dependent imaging tool,
such as stress perfusion CMR, which will allow for greater insights
into the potential impact of the Reducer on the ischemic burden of
patients with refractory angina with coronary artery disease.
Earlier this month, an implant procedure from Italy using the
Reducer was featured in a "Live Case" broadcast at the Annual CRT
Meeting in Washington, DC. The successful live procedure was
followed by strong interest from the CRT audience, which asked
questions regarding the procedure and curiosity about the Reducer's
mechanism of action.
In regards to the U.S. regulatory status, in December, we filed a
comprehensive Q-Sub submission to FDA with all available Reducer
Clinical evidence, requesting a Sprint FDA discussion meeting.
This was followed up by a meeting with the FDA on Jan. 30, 2019,
during which the Neovasc team, together with two top U.S.
cardiologists, proposed moving forward with a PMA submission using
the available Neovasc clinical evidence, including the COSIRA
study, which was a prospective, multicenter, randomized,
double-blind, sham controlled study assessing the safety and
efficacy of the Reducer in 104 patients in the EU and Canada, the
REDUCER-I study, a multi-center, multi-country, three-arm
observational post market study with 186 patients enrolled, as well
as supportive safety and efficacy data from a number of
peer-reviewed journals.
The FDA review team has since followed up from this meeting and
recommended that, despite "Breakthrough Device Designation", the
Company collect additional pre-market blinded data prior to PMA
submission. While the Company respects their current
recommendation, it will continue to have discussions with the FDA
and their senior management in an attempt to bring this promising
refractory angina device therapy, which has been available to
patients in Europe since 2015 with demonstrated quality of life
improvement and great safety profile, to U.S. patients as soon as
possible.
Results for the years ended December 31, 2018 and 2017
Revenues
Revenues decreased 68% to $1,749,133 for the year ended Dec. 31,
2018, compared to revenues of $5,389,014 for the same period in
2017. In December 2017, the Company closed its contract
manufacturing and consulting services business and is now focused
on the commercialization of its own product, the Reducer.
Sales of the Reducer for the year ended Dec. 31, 2018 were
$1,749,133 compared to $1,128,126 for the same period in 2017,
representing an increase of 55%. The Company is encouraged by the
progress this year, but recognizes that future revenues may be
unstable before the Reducer becomes widely adopted. The continued
success of the commercialization of the Reducer will be dependent
on the amount of internal resources allocated to the product,
obtaining appropriate reimbursement codes in various territories
and correctly managing the referrals process.
Cost of Goods Sold
The cost of goods sold for the year ended Dec. 31, 2018 was
$366,258 compared to $3,477,821 for the same period in 2017. The
overall gross margin for the year ended Dec. 31, 2018 was 79%,
compared to 35% gross margin for the same period in 2017. The
gross margin now reflects the gross margin on the Reducer product
only, whereas the comparable period included contract manufacturing
and consulting services.
Expenses
Total expenses for the year ended Dec. 31, 2018 were $33,852,958
compared to $34,060,101 for 2017, representing a decrease of
$207,143 or 1%. The decrease in total expenses for the year ended
Dec. 31, 2018 compared to 2017 can be substantially explained by a
$1,428,235 decrease in product development and clinical trial
expenses as the Company continues to preserve cash resources offset
by a $754,153 increase in general and administrative expenses and a
$466,939 increase in selling expenses.
Selling expenses for the year ended Dec. 31, 2018 were $1,353,165,
compared to $886,226 for 2017, representing an increase of
$466,939, or 53%. The increase in selling expenses for the year
ended
Dec. 31, 2018 compared to 2017 reflects an increase in costs
incurred for commercialization activities related to the Reducer.
The Company continues to minimize its selling expenses as the cash
resources of the Company are still limited.
General and administrative expenses for the year ended Dec. 31,
2018 were $16,438,936, compared to $15,684,783 for 2017,
representing an increase of $754,153 or 5%. The increase in
general and administrative expenses for the year ended Dec. 31,
2018 compared to 2017 can be substantially explained by a
$1,067,205 increase in stock based compensation and a $2,379,790
charge for collaboration and settlement expenses and a $2,749,968
charge for settlement expenses and a $1,441,125 increase in other
expenses including a substantial increase in legal expenses as the
Company renewed the base shelf prospectus, filed XBRL for the first
time and filed our annual report on the more demanding Form 20-F,
as compared to the Form 40-F filed in 2017 offset by a decrease in
expenses related to the November 2017 underwritten public offering
and concurrent private placement of $5,447,182 and a decrease in
litigation expenses of $1,870,225.
Product development and clinical trial expenses for the year ended
Dec. 31, 2018 were $16,060,857 compared to $17,489,092 for 2017,
representing a decrease of $1,428,235 or 8%. The decrease in
product development and clinical trial expenses for the year ended
Dec. 31, 2018 was the result of a $918,016 decrease in employee
expenses and a $330,906 decrease in share-based payments due to a
restructuring of the Company in early 2017 and a $120,999 decrease
in other expenses, as the Company continues to control costs.
The Company's expenses are subject to inflation and cost increases.
The Company has not seen a material increase in the price of any of
the components used in the manufacture of its products and
services.
Other Income and Loss
The other loss for the year ended Dec. 31, 2018 was $75,465,692
compared to other income of $9,724,615 for 2017, an adverse change
of $85,190,307. The increase in the other loss can be
substantially explained by the accounting treatment of the 2017
Financings resulting in a $83,092,712 adverse change (charges of
$75,712,610 in the year compared to other income of $7,380,102 in
the prior year) and a $2,901,783 adverse change in foreign exchange
losses and gains compared to the prior year.
Losses
The losses and comprehensive losses for the year ended Dec. 31,
2018 were $108,042,868 and $109,052,460, respectively, or $7.63
basic and diluted loss per share, as compared with losses and
comprehensive losses of $22,908,721 and $24,859,117, respectively,
or $28.10 basic and diluted loss per share, for the same period in
2017.
The $84,193,343 increase in the comprehensive loss incurred for the
year ended Dec. 31, 2018 compared to the same period in 2017 can be
substantially explained by a $85,190,307 increase in other losses
(the accounting treatment of the 2017 Financings resulting in an
increase in charges of $83,092,711 in the year) and a $321,175
increase in operating losses ($754,153 increase in general and
administrative expenses and a $1,428,235 reduction in product
development and clinical trials expenses as the Company continues
to control costs).
Discussion of Liquidity and Capital Resources
Neovasc finances its operations and capital expenditures with cash
generated from operations and through equity and debt financings.
As at Dec. 31, 2018 the Company had cash and cash equivalents of
$9,242,809 compared to cash and cash equivalents of $17,507,157 as
at Dec. 31, 2017. During the first quarter of 2019, the Company
completed two underwritten public offerings for aggregate gross
proceeds of $10 million, each at a price to the public of $0.45 per
Common Share, for an aggregate total of 22,222,222 common shares.
The first financing closed on Feb. 28, 2019 and the second closed
on March 15, 2019.
The Company's independent registered public accounting firm has
included a "going concern" emphasis of matter paragraph in its
report on the Company's audited consolidated financial statements
as at and for the years ended Dec. 31, 2018, 2017 and 2016. The
Company will require significant additional financing in order to
continue to operate its business. Given the current nature of the
Company's capital structure, there can be no assurance that such
financing will be available on favorable terms, or at all.
As at Dec. 31, 218, the Company is in a positive working capital
position of $2,464,167, with current assets of $10,739,930 and
current liabilities of $8,275,763. The Company will require
additional working capital in order to continue to operate its
business and there can be no assurance that such additional working
capital will be available on favorable terms, or at all.
Cash used in operating activities for the twelve months ended Dec.
31, 2018 was $22,794,748, compared to $138,613,946 for the same
period in 2017. For the twelve months ended Dec. 31, 2018,
operating activities were $23,924,650, compared to $26,403,093 for
the same period in 2017, and a decrease of $2,478,443. Net cash
provided from the net change in non-cash working capital items for
the twelve months ended Dec. 31, 2018 was $1,124,891, compared to a
net cash outflow of $112,067,771 in the same period in 2017. The
increase in net cash outflow can be attributed to the payment of
the damages provision in relation in the Company's primary U.S.
litigation with CardiAQ in 2017.
Net cash received from investing activities for the twelve months
ended Dec. 31, 2018 was $713,752 compared to net cash applied to
investing activities of $69,496,853 for the same period in 2017,
primarily due the release of cash held in escrow to settle damages
and interest awards in the Company's primary U.S. litigation with
CardiAQ in 2017.
Outstanding Share Data
On March 12, 2019, the Company announced that it had entered into
Exchange Agreements with the holders of all of its outstanding
Series A common share purchase warrants and Series E common share
purchase warrants issued pursuant to the 2017 Financings, pursuant
to which the Company issued an aggregate of approximately 496,239
Common Shares for the surrender and cancellation of all of the
Series A Warrants and Series E Warrants outstanding, on the basis
of 0.0085 of a Common Share for each Series A Warrant or Series E
Warrant. Following completion of the Exchange, there are no longer
any warrants remaining outstanding from the 2017 Financings.
As at March 19, 2019, the Company had 61,985,116 common voting
shares issued and outstanding. Further, the following securities
are convertible into Common Shares: 3,682,469 stock options with a
weighted average price of $7.70, 1,444,444 warrants issued to the
underwriters in connection with the 2019 Financings, and the
$10,825,000 aggregate principle amount senior secured convertible
notes remaining outstanding, which could convert into 24,055,555
Common Shares (not taking into account the alternate conversion
price mechanism in the Notes). The Company's fully diluted share
capital as of March 19, 2019 is 91,167,604. The Company's fully
diluted share capital, adjusted on the assumption that all the
outstanding Notes are exercised using the alternate conversion
price at the closing price on March 19, 2019 is 94,869,863.
A full-text copy of the press release is available for free at:
https://is.gd/kYA5kt
About Neovasc Inc.
Based in Richmond, British Columbia, Neovasc Inc. --
http://www.neovasc.com/-- is a specialty medical device company
that develops, manufactures and markets products for the rapidly
growing cardiovascular marketplace. Its products include the
Neovasc Reducer, for the treatment of refractory angina, which is
not currently available in the United States and has been available
in Europe since 2015, and the Tiara, for the transcatheter
treatment of mitral valve disease, which is currently under
clinical investigation in the United States, Canada and Europe.
Neovasc reported a net loss of US$108.04 for the year ended Dec.
31, 2018, compared to a net loss of US$22.90 million for the year
ended Dec. 31, 2017. As of Dec. 31, 2018, Neovasc had US$11.99
million in total assets, US$21.66 million in total liabilities,
and
a total deficit of US$9.66 million.
Grant Thornton LLP, in Vancouver, BC, the Company's auditor since
2002, issued a "going concern" opinion in its report on the
Company's consolidated financial statements for the year ended Dec.
31, 2018, stating that the Company incurred a net loss of
$108,042,868 during the year ended Dec. 31, 2018, and as of that
date, the Company's liabilities exceeded its assets by $9,666,884.
These conditions, along with other matters, raise substantial
doubt
about the Company's ability to continue as a going concern.
NOBLE REY: JPMorgan Objects to Disclosure Statement
---------------------------------------------------
JPMorgan Chase Bank N.A. objects to the disclosure statement
explaining Noble Rey Brewing Co., LLC's Chapter 11 Plan.
Chase complains that the Disclosure Statement does not include any
appraisal of the Chase Collateral or basis for showing the value of
the Chase Collateral is $200,000. According to Chase the valuation
on an appraisal and contends the Chase Collateral is worth
$300,000.
Chase points out that the Disclosure Statement is insufficient in
its description of cure amounts for any other executory contracts
or unexpired leases. Chase further points out that the Disclosure
Statement does not show what amounts are required to cure any
defaults related to the assumption and assignment of leases and
contracts.
Chase complains that the Disclosure Statement is based on a
proposed purchase of $300,000. Chase asserts that the Disclosure
Statement does not tell what would be done with any proceeds above
a $300,000 purchase price, it believes any such excess of $300,000
should be paid to it as the secured creditor.
According to Chase, the Disclosure Statement should show that no
payments have been made to Chase since the filing of this
bankruptcy case. Chase further complains that the Debtors in
Possession are required to make post-petition payments in order to
stay in a Chapter 11 proceeding.
Attorneys for JPMorgan Chase Bank, N.A.:
Richard G. Dafoe, Esq.
Vincent Serafino
Geary Waddell Jenevein, P.C.
1601 Elm Street, Suite 4100
Dallas, Texas 75201
Tel: 214-979-7427
Fax: 214-979-7402
Email: rdafoe@vinlaw.com
About Noble Rey Brewing Co.
Noble Rey Brewing Co., LLC, owns and operates a taproom offering
homemade beers, ciders & meads, other local brews & regular live
music.
Noble Rey Brewing Co., LLC, filed its Voluntary Petition for relief
under Chapter 11 of the United States Bankruptcy Code (Bankr. N.D.
Tex. Case No. 18-34214) on Dec. 19, 2018. In the petition signed
by Chris Rigoulot, managing member, the Debtor estimated $50,000 in
assets and $1 million to $10 million in liabilities. The Debtor's
counsel is Eric A. Liepins, P.C.
OUTLOOK THERAPEUTICS: Amends Prospectus on $50 Million Stock Sale
-----------------------------------------------------------------
Outlook Therapeutics, Inc. has filed with the Securities and
Exchange Commission an amended Form S-1 registration statement
relating to the offering of $50.0 million of its shares of common
stock.
The Company's common stock is listed on The Nasdaq Capital Market,
or Nasdaq, under the symbol "OTLK." On March 18, 2019, the last
reported sale price of the Company's common stock on Nasdaq was
$7.08 per share. The public offering price per share will be
determined between the Company, the underwriters and investors
based on market conditions at the time of pricing, and may be at a
discount to the current market price of its common stock.
Therefore, the recent market price used throughout this prospectus
may not be indicative of the actual public offering price.
A full-text copy of the amended prospectus is available for free
at:
https://is.gd/Pnpdw7
About Outlook Therapeutics
Outlook Therapeutics, Inc., formerly known as Oncobiologics, Inc.
-- http://www.outlooktherapeutics.com/-- is a clinical-stage
biopharmaceutical company focused on developing its lead clinical
program, ONS-5010, a proprietary ophthalmic bevacizumab product
candidate for the treatment of wet age related macular degeneration
(wet AMD). ONS-5010 is currently in its first clinical trial,
which is being conducted outside of the U.S. and is designed to
serve as the first of two adequate and well controlled studies for
wet AMD.
Outlook Therapeutics reported a net loss attributable to common
stockholders of $48.01 million for the year ended Sept. 30, 2018,
compared to a net loss attributable to common stockholders of
$40.02 million for the year ended Sept. 30, 2017. As of Dec. 31,
2018, the Company had $18.70 million in total assets, $40.17
million in total liabilities, $4.88 million in total convertible
preferred stock, and a total stockholders' deficit of $26.35
million.
KPMG LLP's report on the consolidated financial statements for the
year ended Sept. 30, 2018, includes an explanatory paragraph
stating that the Company has incurred recurring losses and negative
cash flows from operations and has an accumulated deficit of $216.3
million, $13.5 million of senior secured notes that may become due
in fiscal 2019 and $4.6 million of unsecured indebtedness, $1.0
million of which is due on demand, and $3.6 million of which
matures Dec. 22, 2018, that raise substantial doubt about its
ability to continue as a going concern.
OXBRIDGE COINS: Judge Denies Extension of Exclusive Filing Period
-----------------------------------------------------------------
Judge Dennis Montali of the U.S. Bankruptcy Court for the Northern
District of California denied Oxbridge Coins, Inc.'s motion to
extend the exclusive periods to file a Chapter 11 plan and solicit
acceptances.
Oxbridge asked for the extension to give the company more time to
evaluate and resolve the claim of its major creditor
GreatCollections.com, LLC. GC asserts a $3.1 million claim for
cash advances it provided to the company, which the latter used to
buy rare coins. Oxbridge, a Calif.-based company engaged in buy
and sell, intends to present a bankruptcy plan to sell the rare
coins after it completes an inventory, according to a previous
report by The Troubled Company Reporter.
About Oxbridge Coins
Oxbridge Coins, Inc., is a precious metals firm in San Francisco,
California. The Company deals primarily in gold, silver, platinum
bullion, and rare coins.
Oxbridge Coins, Inc. filed a voluntary petition for reorganization
under Chapter 11 of U.S. Bankruptcy Code (Bankr. N.D. Cal. Case No.
18-31040) on Sept. 27, 2018. In the petition signed by Vadim
Polyak, president, the Debtor estimated $1 million to $10 million
in both assets and liabilities. Judge Dennis Montali presides over
the case. Mitchell R. Hadler, Esq., at the Law Office of Mitchell
R. Hadler, represents the Debtor's counsel.
PATRIOT PEST: Taps Cooper Law Firm as Legal Counsel
---------------------------------------------------
Patriot Pest Management Inc. received approval from the U.S.
Bankruptcy Court for the District of South Carolina to hire The
Cooper Law Firm as its legal counsel.
The firm will advise the Debtor of its powers and duties under the
Bankruptcy Code; assist the Debtor in the preparation of a plan of
reorganization; and provide other legal services in connection with
its Chapter 11 case.
Cooper Law Firm will charge these hourly fees:
Robert Cooper, Esq. $295
Associate Lawyer $195
Paralegals $95
The Debtor paid the firm a retainer in the amount of $5,000, plus
$1,717 for court costs.
Mr. Cooper disclosed in a court filing that he and his firm are
"disinterested" as defined in section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
Robert H. Cooper, Esq.
The Cooper Law Firm
150 Milestone Way, Suite B
Greenville, SC 29615
Tel: (864) 271-9911
Fax: (864) 232-5236
Email: thecooperlawfirm@thecooperlawfirm.com
About Patriot Pest Management Inc.
Patriot Pest Management, Inc., sought protection under Chapter 11
of the Bankruptcy Code (Bankr. D.S.C. Case No. 19-00248) on Jan.
11, 2019. At the time of the filing, the Debtor estimated assets
of less than $500,000 and liabilities of less than $500,000. The
case is assigned to Judge Helen E. Burris. The Cooper Law Firm is
the Debtor's legal counsel.
PEORIA DAY SURGERY: Taps SMP to Provide Management Services
-----------------------------------------------------------
Peoria Day Surgery Center, Ltd., received approval from the U.S.
Bankruptcy Court for the Central District of Illinois to hire
Surgical Management Professionals, LLC.
The firm will provide services under two separate agreements. The
first agreement requires the firm to provide revenue cycle
services, which include medical insurance billing, revenue
enhancement and receivables collection.
As compensation under the revenue agreement, SMP will receive a 3%
fee based on the gross amount of collected receivables.
Meanwhile, the other agreement requires SMP to provide management
services, which include administrative, operational and clinical
services. The firm will receive a 5% fee based on the gross
revenue of the Debtor.
SMP's office address is:
Surgical Management Professionals, LLC
600 S. Cliff Ave., Suite 106
Sioux Falls, SD 57104
Phone: 605-444-1900
Email: info@smpsd.com
About Peoria Day Surgery Center
Peoria Day Surgery Center, Ltd. --
http://www.peoriadaysurgerycenter.com/-- is a surgery center in
Peoria, Illinois, serving patients who require surgical treatment.
PDSC uses the same surgical, anesthesia, and recovery room
procedures that are found in a hospital. But unlike most hospital
procedures, the patient is usually allowed to return home after
surgery, making recovery easier and more comfortable. PDSC was
founded in 1978. PDSC is licensed with the state of Illinois,
certified by Medicare and IDPH, and participates in Caterpillar,
United Healthcare, BC/BS, Health Alliance/Cat, PHCS and many other
insurance plans. PDSC is accredited with the AAAHC.
Peoria Day Surgery Center, formerly known as Peoria Day Surgery
Center, S.C., filed a Chapter 11 petition (Bankr. C.D. Ill. Case
No. 18-81615) on Oct. 29, 2018. In the petition signed by Justin
R. Ahlman, president, the Debtor estimated $500,000 to $1 million
in total assets and $1 million to $10 million in total debt. The
case is assigned to Judge Thomas L. Perkins. The Debtor is
represented by Sumner Bourne, Esq., of Rafool, Bourne & Shelby,
P.C.
PERILLON SOFTWARE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Perillon Software Inc.
33 Nagog Park
Acton, MA 01720
Business Description: Founded in 2005, Perillon Software Inc. --
http://www.perillon.com-- offers a full
suite of software for environmental
management, health and safety, and
enterprise risk built on its flexible cloud
platform. The Company's customers include
utilities, pipelines, refineries, automotive
manufacturers, construction firms, food
processing companies, cement companies, and
more.
Chapter 11 Petition Date: March 22, 2019
Court: United States Bankruptcy Court
District of Massachusetts (Worcester)
Case No.: 19-40446
Judge: Hon. Elizabeth D. Katz
Debtor's Counsel: David B. Madoff, Esq.
MADOFF & KHOURY LLP
124 Washington Street - Suite 202
Foxborough, MA 02035
Tel: 508-543-0040
Fax: 508-543-0020
Email: madoff@mandkllp.com
alston@mandkllp.com
- and -
Steffani Pelton Nicholson, Esq.
MADOFF & KHOURY LLP
124 Washington Street
Foxborough, MA 02035
Tel: 508-543-0040
Email: pelton@mandkllp.com
Total Assets: $4,077,880
Total Liabilities: $8,348,791
The petition was signed by Bardwell C. Salmon, chief executive
officer.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at:
http://bankrupt.com/misc/mab19-40446.pdf
PUGLIA ENGINEERING: Committee Taps Bast Amron as Special Counsel
----------------------------------------------------------------
The official committee of unsecured creditors of Puglia Engineering
Inc. seeks approval from the U.S. Bankruptcy Court for the Western
District of Washington to hire Bast Amron LLP as its special
litigation counsel.
The firm will assist the committee in the investigation and
prosecution of potential claims against the Debtor's officers and
directors.
Bast Amron will get 25% contingency fee on gross recoveries if the
matter settles before the commencement of litigation; 30%
contingency fee on gross recoveries if the matter settles after the
commencement of litigation but before a court ruling on a motion to
dismiss; and 35% contingency fee on gross recoveries after the
filing of an answer or entry of an order denying a motion to
dismiss through trial.
The firm is "disinterested" as defined in section 101(14) of the
Bankruptcy Code, according to court filings.
Bast Amron can be reached through:
Brett M. Amron, Esq.
Bast Amron LLP
SunTrust International Center
One S.E. Third Ave., Suite 1400
Miami, FL 33131
Tel: 305.379.7904
Fax: 305.379.7905
Email: bamron@bastamron.com
About Puglia Engineering
Puglia Engineering Inc. -- http://pugliaengineering.com/-- is a
ship builder and repairer based in Tacoma, Washington. It is a
privately-held company founded in 1991. The company has locations
in Tacoma, Washington; Fairhaven, Massachusetts; and Oakland,
California.
Puglia Engineering sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Wash. Case No. 18-41324) on April 14,
2018. In the petition signed by Neil Turney, president, the Debtor
disclosed $14.26 million in assets and $21.13 million in
liabilities.
Judge Brian D. Lynch oversees the case.
James L. Day, Esq., at Bush Kornfeld LLP, serves as the Debtor's
bankruptcy counsel.
The Office of the U.S. Trustee for Region 18 appointed an official
committee of unsecured creditors on May 3, 2018. The committee
retained CKR Law LLP as its legal counsel; DBS Law, as local
counsel; McKool Smith, P.C., as special litigation counsel.
QUALITY CONSTRUCTION: Gets Approval to Hire Valuation Expert
------------------------------------------------------------
Quality Construction & Production, LLC, and its affiliates received
approval from the U.S. Bankruptcy Court for the Western District of
Louisiana to hire Evergreen Working Capital, LLC, to conduct a
valuation of their accounts receivable.
The firm will help the Debtors estimate the value of their accounts
receivable, prepare a written report, and testify before the court
concerning the valuation.
Evergreen will receive $5,000 for the first phase of its work.
Subsequent services will be billed based on the work performed.
Evergreen President Louis Greenblatt disclosed in a court filing
that he and his firm are "disinterested" as defined in section
101(14) of the Bankruptcy Code.
The firm can be reached through:
Louis K. Greenblatt
Evergreen Working Capital, LLC
8545 United Plaza Blvd., Suite 360
Baton Rouge, LA 70809
Office: (225) 767-7233
Cell: (225) 278-3717
Fax: (225) 767-7235
E-mail: louis@evergreenwc.com
About Quality Construction & Production
Quality Construction & Production, LLC, and its subsidiaries
operate a group of oilfield service companies in the areas of
onshore and offshore fabrication, installation, and production
operations in Youngsville, Louisiana, and together employ
approximately 850 people. The Company's onshore fabrication
services include spool piping, production modules, manifolds, deck
extensions, and riser guards and clamps. QCP's offshore services
include hook-ups, facilities maintenance/upgrades, compressor
installations and field welding. Quality Construction was founded
by Nathan Granger and Troy Collins in 2001.
Quality Construction & Production, LLC, and three affiliates sought
Chapter 11 protection (Bankr. W.D. La. Lead Case No. 18-50303) on
March 16, 2018. In the petition signed by Nathan Granger,
president, Quality Construction estimated $10 million to $50
million in assets and debt.
The Hon. Robert Summerhays is the case judge.
The Debtors tapped Weinstein & St. Germain, LLC, as their
bankruptcy counsel; Elmore Consulting, LLC, as financial
consultant; and Donlin, Recano & Company as claims and noticing
agent.
The Office of the U.S. Trustee for Region 5 appointed an official
committee of unsecured creditors on April 23, 2018. The committee
hired H. Kent Aguillard as counsel.
ROYAL EXPRESS: Seeks to Hire M. Jones and Associates as Counsel
---------------------------------------------------------------
Royal Express Processing seeks approval from the U.S. Bankruptcy
Court for the Central District of California to hire M. Jones and
Associates, PC, as its legal counsel.
The firm will advise the Debtor of its duties under the Bankruptcy
Code; represent the Debtor in negotiation with its creditors;
assist in the preparation of a plan of reorganization; and provide
other legal services in connection with its Chapter 11 case.
The firm will be paid at these hourly rates:
Michael Jones Attorney $550
Sara Tidd Attorney $450
Laily Boutaleb Attorney $350
Michael David Attorney $350
Paralegal $100
Law Clerk $100
Michael Jones, Esq., at M. Jones and Associates, disclosed in a
court filing that no one at his firm holds any interest adverse to
the interest of the Debtor's estate, creditors or equity security
holders.
The firm can be reached through:
Michael Jones, Esq.
M. Jones and Associates, PC
505 N. Tustin Ave, Suite 105
Santa Ana, CA 92705
Telephone: (714) 795-2346
Facsimile: (888) 341-5213
E-mail: mike@MJonesOC.com
About Royal Express Processing
Royal Express Processing sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Cal. Case No. 19-10933) on March 16,
2019. At the time of the filing, the Debtor estimated assets of
less than $1 million and liabilities of less than $1 million. The
case is assigned to Judge Mark S. Wallace. M. Jones and
Associates, PC, is the Debtor's counsel.
SABRE INDUSTRIES: Moody's Assigns Initial B2 CFR, Outlook Stable
----------------------------------------------------------------
Moody's Investors Service has assigned initial ratings to Sabre
Industries, Inc. (New), including a Corporate Family Rating of B2
and Probability of Default Rating of B2-PD. Concurrently, Moody's
assigned a B2 rating to the company's $65 million first lien senior
secured revolving credit facility and $425 million first lien
senior secured term loan. The rating outlook is stable.
Proceeds from the proposed debt facilities together with an equity
contribution will fund the proposed acquisition of Sabre by the
private equity fund, The Jordan Company. Existing ratings of Sabre
Industries, Inc. will be withdrawn once existing debt is repaid.
RATINGS RATIONALE
Sabre's B2 Corporate Family Rating reflects its position as one of
the leaders in its niche markets within the utility and telecom
industries with expanded service capabilities. The company
possesses a healthy backlog that should further top line revenue
growth and EBITDA generation. Favorable industry dynamics,
particularly in the utility business, should sustain this
improvement. The ratings anticipate that the company will generate
positive annual free cash flow. Nevertheless, the ratings also
recognize that the company's free cash flow is sensitive to working
capital variances from quarter to quarter and working capital
outflows are anticipated given projected revenue growth. The B2 CFR
incorporates the cyclicality in the company's telecom business as
well as the ongoing need to replace existing maturing long-term
contracts with new ones in order to avoid meaningful swings in
operating performance. At the same time, the ratings recognize that
the company has not lost an alliance partnership as they continue
to renew their agreements. Last twelve months ended January 31,
2019 pro forma debt/EBITDA approximates 4.7x (including Moody's
standard lease adjustments). Financial leverage is expected to
moderately improve from this level due to a combination of
increased EBITDA and term loan amortization.
Sabre's good liquidity profile is supported by positive annual free
cash flow and good availability under the company's revolving
credit facility for any intra-quarter needs. In addition, the
company is expected to maintain good covenant headroom under its
springing covenant if triggered over the next twelve to eighteen
months.
The stable outlook is based on the expectation that the company's
backlog will convert to top line growth and EBITDA generation while
maintaining a good liquidity profile.
An upward rating action would be driven by debt/EBITDA improving to
and being sustained at 4.0 times or below, EBITA/interest exceeding
3.5x and free cash flow/debt increasing to the double digit level
while maintaining a good liquidity profile.
A downward rating action could develop if debt/EBITDA were to
exceed 5.75x, EBITA/interest were to fall below 2.0x or if free
cash flow were to turn negative. A more aggressive financial policy
given its private equity ownership structure, including a sizable
debt-financed dividend, would also exert downward ratings pressure.
These rating actions were taken:
Assignments:
Issuer: Sabre Industries, Inc. (NEW)
-- Probability of Default Rating, Assigned B2-PD
-- Corporate Family Rating, Assigned B2
-- Senior Secured Bank Credit Facility, Assigned B2 (LGD3)
Outlook Actions:
Issuer: Sabre Industries, Inc. (NEW)
-- Outlook, Assigned Stable
The existing ratings under Sabre Industries, Inc. remain unchanged
and will be withdrawn at close of the transaction
Sabre Industries, Inc. (NEW), headquartered in Alvarado, TX,
manufactures towers, poles, shelters and related transmission
structures used in the wireless communications and electric
transmission and distribution industries. The company will be
acquired by The Jordan Company in a leveraged transaction.
SABRE INDUSTRIES: S&P Affirms 'B' ICR on Sale to New Sponsor
------------------------------------------------------------
S&P Global Ratings assigned a 'B' issue-level rating and a '3'
recovery rating to a proposed $425 million first-lien term loan
that will be used to fund the acquisition of Sabre Industries Inc.
by an affiliate of private equity firm The Jordan Company.
The '3' recovery rating indicates S&P's expectation of 50%-70%
recovery (rounded estimate: 55%) in the event of default. S&P also
affirmed the 'B' issuer credit rating on Sabre Industries,
reflecting a highly leveraged, small, and narrowly focused
manufacturing business that nonetheless produces relatively steady
and predictable revenue.
"Our rating on Sabre Industries reflects our expectation of high
adjusted leverage over the next 12 months. The rating also
acknowledges our view of the company as a small, middle market
manufacturer with a narrow scope and geographic concentration. That
said, we expect solid relationships and contractual agreements with
large utility customers to provide a degree of stability and
predictability to revenues," S&P said.
"The stable outlook reflects our expectations that adjusted
leverage will be in the 5.0x to 5.5x range over the next 12 months.
Our forecast is supported by the company's record high contractual
backlog, our view that utility and telecommunications companies
will continue to invest in infrastructure improvements in the
currently healthy U.S. economic environment, and our expectation
that the new financial sponsor will not pursue more-aggressive
financial policies in the near term," S&P said.
S&P said it would downgrade Sabre Industries if adjusted leverage
increased to and remained above 7x. For this to occur, S&P
estimates revenue would have to be about 40% below its current
forecast or EBITDA margins would have to be about 400 basis points
lower. S&P views this scenario to be unlikely over the next year
because of the contractual backlog and its steady economic outlook.
"Another downside scenario would be a more aggressive stance by new
owner The Jordan Company, such as a debt-funded dividend in excess
of $200 million within the next year. However, it is our
understanding that the new owner is more interested in reinvesting
capital to grow the business in the near term and unlikely to
extract dividends for the time being," S&P said.
S&P said it would upgrade the company if adjusted debt to EBITDA
fell below 5x and if adjusted EBITDA-interest, currently about
2.6x, stayed above 2x. While revenues and EBITDA margin would only
need to be modestly above the forecast to achieve these thresholds,
a more favorable view of financial risk and the issuer credit
rating would also require a very high degree of confidence that the
financial sponsor was committed to maintaining a more conservative
financial profile, according to S&P.
SALLE FAMILY: $515K Sale of Newland Property to Managing Member OKd
-------------------------------------------------------------------
Judge George R. Hodges of the U.S. Bankruptcy Court for the Western
District of North Carolina authorized Salle Family Land Trust,
LLC's private sale of the real property consisting of a 2,813 sq.
ft. house on 0.75 acres located at 137 N. Ridge Drive, Newland,
North Carolina, Avery County tax office PIN 1822-00-30-9421-00000,
to David A. Salle for $515,000.
The Buyer is a Managing Member of the Debtor and is a personal
guarantor to the Boyd Hard Money Lending, LLC mortgage.
From the proceeds of the sale, the first mortgage pertaining to the
subject property by Boyd Hard Money Lending, LLC will be paid in
full, and any outstanding ad valorem taxes will be paid in full. A
flat fee $1,000 real estate commission will be paid to APX Realty,
LLC 1873 Tynecastle Hwy, Banner Elk, NC 28604, NCREC license
#C30002.
The remaining proceeds will be escrowed and held in the Debtor's
attorney's trust account and will thereafter be disbursed only in
accordance with the terms of a confirmed plan or further order of
the Court.
The sale is free and clear of any liens, encumbrances or other
claims to the property with any valid liens to attach to the
proceeds of the sale. The proceeds will distributed as set out.
About Salle Family Land Trust
Salle Family Land Trust, LLC, is engaged in activities related to
real estate. The company is the fee simple owner of three real
properties located in Newland and Burnsville, North Carolina,
valued by the company at $1.03 million in the aggregate.
Salle Family Land Trust filed a voluntary Chapter 11 petition
(Bankr. W.D.N.C. Case No. 18-10214) on May 25, 2018. In the
petition signed by David Salle, managing member, the Debtor
disclosed $1.03 million in total assets and $644,798 in total
liabilities. The case is assigned to Judge George R. Hodges.
Benson T. Pitts, Esq., at Pitts, Hay & Hugenschmidt, P.A., is the
Debtor's counsel.
SAM KANE BEEF: $425K Sale of Corpus Christi Property to Circle OK'd
-------------------------------------------------------------------
Judge David R. Jones of the U.S. Bankruptcy Court for the Southern
District of New York authorized Sam Kane Beef Processors, LLC's
sale of the real property described as Lot Three, Block One, Guth
Parkside Annex, an addition in the City of Corpus Christi, Texas as
shown by map or plat thereof recorded in Volume 60, Page 33, Map
Records of Nueces County, Texas, to Circle K Stores, Inc. for
$425,000.
The sale is free and clear of liens, claims, encumbrances and
interests, with such liens, claims, encumbrances, and interests to
attach to the proceeds of the Sale.
Marquette will be entitled to receive direct and immediate payment
in the amount of $422,000 of the total sale proceeds.
Up to $3,000 of the total sale proceeds will be carved-out of the
sale proceeds and made available for the payment Debtor's
reasonable attorneys' fees incurred in connection with the Motion.
Notwithstanding Bankruptcy Rule 6004, the Order will be effective
and enforceable immediately upon entry and its provisions will be
self-executing.
About Sam Kane Beef Processors
Sam Kane Beef Processors, LLC, is an independent, fully-automated
processor and distributor of beef and beef products based in Corpus
Christi, Texas. Since its beginnings in 1949, Kane Beef has
expanded from a local meat counter to a nationally recognized
supplier of dependable beef products with key accounts in retail
and foodservice.
The Debtor was involved in litigation with the United States and
various livestock sellers for alleged violations of, and claims
made pursuant to, the Packers and Stockyards Act of 1921, as
amended and supplemented.
On Oct. 5, 2018, the United States District Court for the Southern
District of Texas appointed Richard S. Schmidt as receiver.
Sam Kane, in a petition signed by receiver Richard S. Schmidt,
filed for bankruptcy protection (Bankr. S.D.N.Y. Case No. 1920020)
on Jan. 22, 2019. The Debtor estimated assets and liabilities of
$50 million to $100 million. The Hon. David Jones oversees the
case. The Debtor tapped Matthew Scott Okin, Esq., at Okin & Adams
LLP, as its legal counsel.
SCRIPPS (E.W.): Moody's Lowers CFR to B1 & Alters Outlook to Stable
-------------------------------------------------------------------
Moody's Investors Service has downgraded Scripps (E.W.) Company
(The)'s corporate family rating (CFR) to B1 from Ba3 and
probability of default rating (PDR) to B1-PD from Ba3-PD.
Concurrently, Moody's downgraded the rating on the company's senior
secured bank credit facility (which includes the planned
incremental term loan to fund the acquisition of Cordillera
Communications) to Ba3 from Baa3 and the rating on the senior
unsecured notes to B3 from B1. The SGL-2 speculative grade
liquidity rating has been affirmed. The ratings outlook is stable.
The rating action follows Scripps' announcement that it had entered
into an exclusive agreement to acquire eight TV stations that are
being divested as part of the Nexstar Broadcasting, Inc. (B1
stable) acquisition of Tribune Media Company (B1 stable). Scripps
will fully debt-fund the acquisition through a $580 million term
loan which will be incremental to the $525 million term loan
announced at the time of the Cordillera acquisition. The rating
action concludes the review for downgrade which was initiated on
Scripps' ratings on October 29, 2018.
Affirmations:
Issuer: Scripps (E.W.) Company (The)
-- Speculative Grade Liquidity Rating, Affirmed SGL-2
Downgrades:
Issuer: Scripps (E.W.) Company (The)
-- Corporate Family Rating, Downgraded to B1 from Ba3
-- Probability of Default Rating, Downgraded to B1-PD from Ba3-PD
-- Senior Secured Bank Credit Facility, Downgraded to Ba3 (LGD3)
from Baa3 (LGD2)
-- Senior Unsecured Regular Bond/Debenture, Downgraded to B3
(LGD5) from B1 (LGD5)
Outlook Actions:
Issuer: Scripps (E.W.) Company (The)
-- Outlook, Changed To Stable From Rating Under Review
RATINGS RATIONALE
The downgrade reflects Moody's expectations that following the
additional debt raised for the Nexstar/Tribune and Cordillera
transactions, Scripps' two year average leverage (Moody's-adjusted
and pro-forma for all acquisitions) will be well above 6x at
year-end 2019, compared to Moody's 4.25x guidance for the Ba3
rating.
Scripp's B1 CFR reflects the company's (1) very high-margin
retransmission fees (around 25% of revenue in 2018) which Moody's
expects to grow at around 20% in the coming years; (2) strong local
news programming and audience share as well as the enhanced reach
brought by the Cordillera acquisition; (3) good free cash flow
generation with Moody's adjusted FCF expected around $80 million in
2018.
The B1 CFR also reflects (1) the high leverage of the company which
Moody's expects to remain above 4.5x through 2020; (2) the high
exposure (c.46%) of the company's revenue to the TV advertising
market which is under pressure due to digital displacement as well
as weaker overall ad spend in key verticals (e.g. auto); (3) the
need for continued investment in Scripps national segment which
generates low margins.
The acquisition of Cordillera, which Moody's expects will close in
Q2 2019, enhances Scripps' scale and audience reach, taking the
company's household coverage to 21% from 18%. The 15 television
stations acquired -- all but one of which are ranked #1 in their
market -- diversify Scripps' affiliate mix and bolster its market
position. Following the acquisition of the additional 8 stations
from Nexstar/Tribune, Scripps will operate 59 stations in 42
markets and reach 30% of U.S. TV households.
Scripps benefits from high margin retransmission fees which now
represent 25% of the company's revenue mix and are expected to grow
at around 20% in 2019 including the impact of Cordillera. Political
advertising spending also provides significant lift to revenues and
EBITDA in even years, during the election cycles. The 2020
presidential election is expected to generate a peak in ad spending
and Moody's estimates that the company's leverage will fall back to
around 5x (on a two year average) a level more in line with the
current B1 rating.
RATINGS OUTLOOK
The stable outlook reflects the strong fundamentals of the US local
broadcasting industry with increasing retransmission fees making up
for softness in the advertising market. This is in particular true
for Scripps which will benefit from a boost in retransmission
revenues once its contract with Comcast Corporation (A3 stable)
starts generating revenue in 2020. The stable outlook also reflects
Moody's expectation of high political advertising spending in 2020
which should help leverage decline to below 5x.
Scripps has a good liquidity profile supported by positive free
cash flow generation ($88 million Moody's adjusted FCF in 2018).
Moody's expects a tightening of the covenant headroom as the
covenant levels step down in line with the most recent amendment to
the facilities agreement. Furthermore, there is limited alternate
liquidity given the current capital structure which is mostly
secured.
Upward pressure on the ratings could occur should leverage (on a
two-year average and Moody's adjusted basis) decline towards 4.25x
on a sustainable basis.
Downward pressure on the ratings could occur should leverage (on a
two-year average and Moody's adjusted basis) be sustained above
5.25x in 2020.
The B1-PD probability of default rating reflects Moody's
assumptions of a 50% recovery rate as is customary for capital
structures made up of both secured and unsecured bank debt. The
current Ba3 rating on the senior secured instruments and B3 rating
on the senior unsecured instrument might change once the company
announces the final secured/unsecured mix of the new acquisition's
financing.
The principal methodology used in these ratings was Media Industry
published in June 2017.
Headquartered in Cincinnati, OH and founded in 1878, Scripps (E.W.)
Company (The) is one of the largest pure-play television
broadcasters based on US household coverage (21% incl. Cordillera's
stations). Broadcasting operations, following the Cordillera and
Nexstar/Tribune acquisitions, will consist of 59 television
stations in 42 markets. The company's operations also include a
collection of national journalism and content businesses, including
Newsy, the next-generation national news network; podcast industry
leader Stitcher and its advertising network Midroll Media; and
fast-growing national broadcast networks Bounce, Grit, Escape and
Laff, and Triton, the global leader in digital audio technology and
measurement services. The company is publicly traded with the
Scripps family controlling effectively all voting rights (93%) and
an estimated 28% economic interest with remaining shares being
widely held. The company generated approximately $1.2 billion in
revenue as of year-end 2018.
SG PROPERTY: Taps Jeffrey M. Sherman as Legal Counsel
-----------------------------------------------------
SG Property Management, Inc. obtained an order from the U.S.
Bankruptcy Court for the Eastern District of Virginia approving its
renewed application to employ the Law Offices of Jeffrey M. Sherman
as its legal counsel.
The firm will assist the Debtor in the preparation of a bankruptcy
plan; represent the Debtor in negotiations to resolve disputes or
claims by and against its bankruptcy estate; and provide other
legal services in connection with its Chapter 11 case.
Jeffrey Sherman, Esq., the attorney who will be handling the case,
charges an hourly fee of $500. His firm will charge $130 per hour
for paraprofessional services.
Sherman has no connection with the Debtor, creditors or any other
"parties in interest," according to court filings.
The firm can be reached through:
Jeffrey M. Sherman, Esq.
Law Offices of Jeffrey M. Sherman
1600 N. Oak Street, #1826
Arlington, VA 22209
Phone: (703) 855-7394
Email: jeffreymsherman@gmail.com
About SG Property Management Inc.
SG Property Management Inc. sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. E.D. Va. Case No. 18-13473) on October
16, 2018. At the time of the filing, the Debtor had estimated
assets of less than $50,000 and liabilities of less than $1
million. The case has been assigned to Judge Brian F. Kenney. The
Law Offices of Jeffrey M. Sherman is the Debtor's legal counsel.
SHEPPARD AND SON: $15K Sale of Cordele Property to Fields Approved
------------------------------------------------------------------
Judge Austin E. Carter of the U.S. Bankruptcy Court for the Middle
District of Georgia authorized Sheppard and Son Properties, LLC's
sale of the real property commonly known as 409 8th Avenue East,
Cordele, Georgia to Sacha Fields for $15,000.
The Debtor is authorized to execute any documents necessary to
facilitate the completion of the sales process in accordance with
FRBP 6004(f)(2). It is further authorized to pay the existing
lien, consisting of the tax sale redemption price to Dwight Johnson
as calculated under state law from the proceeds of the sale.
The 140-day stay of FRBP 6004 is waived.
About Sheppard and Son Properties
Sheppard and Son Properties, LLC, a nonresidential building
operator in Cordele, Georgia, filed a Chapter 11 petition (Bankr.
M.D. Ga. Case No. 18-11388) on Nov. 6, 2018. In the petition
signed by Greene Wylie Sheppard, Jr., sole member, the Debtor
disclosed $1,202,487 in total assets and $224,757 in total
liabilities. The case is assigned to Judge Austin E. Carter. The
Debtor is represented by Emmett L. Goodman, Jr., LLC.
SILISTEN TRADING: Chapter 15 Case Summary
-----------------------------------------
Chapter 15 Debtor: Silisten Trading Limited
171 Main Street, 2nd Floor, The Barracks
PO Box 4259
Road Town, Tortola
BVI
Chapter 15
Petition Date: March 22, 2019
Court: United States Bankruptcy Court
Southern District of Florida (Miami)
Chapter 15 Case No.: 19-13723
Judge: Hon. Laurel M Isicoff
Foreign
Representatives: Mark McDonald and Nicholas Wood
Foreign Proceeding
in Which Appointment
of the Foreign
Representatives
Occurred: In re: Silisten Trading Ltd., Claim No.
2017/0051, High Court of Justice, BVI
Chapter 15 Petitioner: Gregory S. Grossman, Esq.
SEQUOR LAW PA
1001 Brickell Bay Drive, 9th Floor
Miami, FL 33131
Tel: (305) 372-8282
Email: ggrossman@sequorlaw.com
Estimated Assets: Unknown
Estimated Debts: Unknown
A full-text copy of the Chapter 15 petition is available for free
at:
http://bankrupt.com/misc/flsb19-13723.pdf
SKIN PC: Taps Kutner Brinen as Legal Counsel
--------------------------------------------
Skin PC received approval from the U.S. Bankruptcy Court for the
District of Colorado to hire Kutner Brinen, P.C. its legal
counsel.
The firm will provide these services:
a. advise the Debtor of its powers and duties under the
Bankruptcy Code;
b. assist the Debtor in the formulation of a plan of
reorganization;
c. take necessary actions to enjoin and stay until a final
decree the continuation of pending proceedings and the commencement
of lien foreclosure proceedings; and
d. perform other legal services in connection with the
Debtor's Chapter 11 case.
Kutner Brinen's hourly rates are:
Lee M. Kutner $500
Jeffrey S. Brinen $475
Jenny M. Fujii $380
Keri L. Riley $320
Maureen M. Gerardo $200
Paralegal $75
The firm holds a retainer in the amount of $15,139 for payment of
post-petition fees and costs.
The firm is "disinterested" as defined in section 101(14) of the
Bankruptcy Code, according to court filings.
Kutner Brinen can be reached at:
Lee M. Kutner, Esq.
Kutner Brinen, P.C.
1660 Lincoln Street, Suite 1850
Denver, CO 80264
Tel: (303) 832-2400
Fax: (303) 832-1510
Email: jsb@kutnerlaw.com
About Skin PC
Skin PC and its affiliate Lake Loveland Dermatology, P.C. offer a
comprehensive approach to skin care, performing medical, surgical
and cosmetic procedures.
Skin PC and Lake Loveland Dermatology filed voluntary Chapter 11
petitions (Bankr. D. Colo. Case Nos. 19-11650 and 19-11659,
respectively) on March 8, 2019. The petitions were signed by Dr.
Kevin Mott, president.
At the time of filing, Skin PC estimated $9,424,053 in assets and
$10,680,249 in liabilities. Lake Loveland estimated $1,671,978 in
assets and $124,779 in liabilities.
The cases have been assigned to Judge Michael E. Romero. Lee M.
Kutner, Esq. at Kutner Brinen, P.C. represents the Debtors as
counsel.
SNEEDCREST APARTMENTS: Clear Buying Kankakee Property for $1M
-------------------------------------------------------------
Sneedcrest Apartments, LLC, asks the U.S. Bankruptcy Court for the
Central District of Illinois to authorize the private sale of
2-acre real property located in Kankakee, Illinois, comprised of
eight parcels of real estate, commonly known as 2755 Cooper Drive,
Kankakee, Illinois, PIN 1217031600700, to Clear Capital, LLC for $1
million.
The Debtor owns various parcels of real estate and is involved in
the business of renting the same to residential tenants. There are
eight separate parcels at five different addresses.
Prior to the Petition Date, the Debtor entered into a Listing
Agreement with McColly Bennett Commercial Real Estate to advertise
and sell the entirety of the parcels, essentially to sell the
entire business.
On Dec. 20, 2018, an offer was made to the Debtor for all the real
estate parcels, constituting the entirety of the Debtor's business.
On Jan. 5, 2019, the Debtor, operating as the DIP accepted a
modified offer of $1 million, subject to the attorney review
periods by both the Seller and the Buyer, and contingent upon
approval of the Bankruptcy Court as to the employment of the
broker, and acceptance of the terms, and also subject to any
additions or modifications, as suggested by the Court.
On Feb. 4, 2019, the parties finalized the terms of the contract
and the same was accepted by the Seller. Prior to execution of the
contract, the Seller disclosed to the proposed Buyer the existence
of the Chapter 11 proceeding and that the contract was specifically
contingent on the approval of the Court, subject to any additional
conditions imposed by the Court.
The current closing date of the Contract is March 1, 2019 but the
parties have agreed to extend the same to a date later or at the
end of March, assuming that the contract is approved by the Court
during March 2019.
The properties in question consist of multi-unit buildings some of
which are currently occupied as residential rental units and others
that are currently not habilitated based on their condition needing
various repairs. The properties in question are all in the same
vicinity and located a short distance East of Interstate 57 and
just off the main exit at Route 17 in Kankakee, Illinois. If all
the units were rehabilitated there would be 52 rental units and in
five separate structures.
The properties were purchased in extremely distressed condition and
the Debtor has rehabbed some of the buildings and units, as well as
had the assessed values and real estate taxes on the properties
significantly reduced to more accurately reflect the current
conditions of the properties in question. The assessed values of
the properties are approximately $337,800. Prior to the initiation
of the current proposed sale, the properties had not been
appraised.
The proposed gross sales price of $1 million presumably takes into
account alternative uses for the property or approximate potential
value of the property, if improved, and operated as an ongoing
business. The contract contained a finance contingency for the
issuance of a construction loan to the Buyer. The issuance of a
loan to the Buyer was dependent on the appraised value of the
properties.
The appraisals have been completed, are not yet in published or
final form, but are of sufficient value for the Buyer to satisfy
the financing contingency.
The expected proceeds and proposed disbursements are as follows:
a. Purchase Price: $1 million
b. Deposit: The Buyer has deposited 10,000 with McColly
Bennett and the same is being held by the Broker. The Buyer is
expected to deposit an additional 30,000 now that the contract has
been accepted by both parties for a total deposit of $40,000. The
Deposit will either be debited against the Broker's proceeds or
refunded to the Buyer. They will not affect the Debtor's net
proceeds.
c. Real Estate Taxes: Real Estate taxes will be prorated
though the closing date. In addition, delinquent real estate taxes
which are the major outstanding debt prompting the filing of the
case, would be paid in full from the proceeds. The Debtor
estimates that the amount of real estate taxes, current and
delinquent, to be paid at closing are approximately $375,000.
d. Title Expense: The Debtor estimates the Seller's share of
the title expense to be approximately $1,000 to $1,250.
e. Brokerage Fees: Pursuant to the listing agreement of
McColly Bennett, whose employment was previously approved by the
court, the commission to be paid is 6% or $60,000.
f. Revenue Stamps ($1.50 per thousand for County and State):
$1,500
g. Attorney Fees: Each party will pay their own attorney's
fees. Richard S. Ogibovic, II, whose employment was previously
approved by the Court, is requesting the sum of $1,500 as and for
attorney's fees related to the transaction.
h. Survey costs: The property is required to be surveyed as a
condition of the sale. The Debtor is seeking these services
through Tyson Engineering of Kankakee, Illinois with the survey
costs to be paid from the sale proceeds. The expected costs are
$3,000 to $4,000 to survey all the properties in question.
i. Additional closing cost: This includes the potential
closing fee at the title company and the recording fees for all the
deeds. Debtor estimates these charges at $500 to $60,000.
Based on the foregoing, the Debtor is expected receive estimated
proceeds of $550,000 to 560,000.
Assuming that all current and past Real Estate Taxes are paid as
part of the Sale, the only remaining creditor of the Debtor in the
case would be Aqua America, for past due water and sewer services.
Aqua has filed claims in this case totaling approximately 45,923.
The Debtor will propose to pay Aqua in full post-closing, pay any
quarterly fees owed to the United States Trustee's Office, and pay
off balances on any miscellaneous monthly operating expense amounts
still owed at the time of closing.
Assuming that the foregoing transactions are completed, the Debtor
will have essentially sold all its assets, paid off all
obligations, pre and post filing and would presumably then move to
dismiss the case.
The Debtor believes that a sale of all the assets by this private
sale is in the best interest of the estate. The sale will save the
Debtor money in the long run as opposed to keeping the properties,
some of which still need to be rehabilitated, and paying off the
debt through a lengthy Plan of Reorganization while said debt would
continue to generate interest.
Upon completion of all the closing terms and post-closing planned
transactions, all claims of the Debtor will be paid in their
entirety, and the Debtor will exit the transaction with substantial
funds free and clear.
A copy of the Contract attached to the Motion is available for free
at:
http://bankrupt.com/misc/Sneedcrest_Apartments_45_Sales.pdf
About Sneedcrest Apartments
Sneedcrest Apartments LLC is engaged in the business of renting
real estate with all of its property being situated in Kankakee
County, State of Illinois. The LLC was formed in February 2015 and
consists of owner, manager and members, IRA L SNEED and JACQUELYN
SNEED. Sneedcrest does not currently have any other employees.
Sneedcrest Apartments filed a Chapter 11 bankruptcy petition
(Bankr. C.D. Ill. Case No. 18-91117) on Nov. 5, 2018, estimating
under $1 million in assets and liabilities.
The Debtor's counsel is Richard S Ogibovic, II, Esq.
SOVRANO LLC: Taps Haynes and Boone as Special Counsel
-----------------------------------------------------
Sovrano, LLC received approval from the U.S. Bankruptcy Court for
the Northern District of Texas to hire Haynes and Boone, LLP, as
special litigation counsel.
The firm will represent Sovrano and its affiliates in a case (Civil
Action No. 3:17-cv-3009) involving their franchisees and the
guarantors of those franchisees' obligations.
Haynes and Boone will be paid at these hourly rates:
Deborah Coldwell Partner $575
Aimee Furness Partner $540
Virginia Burke Associate $290
Iris Gibson Counsel $395
The firm does not hold an interest adverse to the Debtors and its
bankruptcy estates, according to court filings.
Haynes and Boone can be reached through:
Deborah S. Coldwell, Esq.
Haynes and Boone, LLP
2323 Victory Avenue, Suite 700
Dallas, TX 75219
Tel: +1 214.651.5260
Fax: +1 214.200.0865
E-mail: deborah.coldwell@haynesboone.com
About Sovrano LLC
Sovrano, LLC, is a private equity group specializing in lower
middle-market investments. The Company invests in the food services
or restaurant industry. In 2015, Sovrano acquired Gatti's Pizza, a
pizza chain founded in 1969. Sovrano, LLC, is based in Fort Worth,
Texas.
On Jan. 4, 2019, Sovrano,LLC (Lead Case) and its subsidiaries filed
voluntary Chapter 11 petitions (Bankr. N.D. Tex., Lead Case No.
19-40067). The Debtors filed a motion for joint administration,
seeking consolidation of their respective estates for
administrative purposes only.
The Hon. Edward L. Morris is assigned to the cases.
Six affiliates that have filed voluntary petitions seeking relief
under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Sovrano, LLC (Lead Case) 19-40067
Mr. Gatti's, LP 19-40069
Gatti's Great Pizza, Inc. 19-40070
Gigi's Cupcakes, LLC 19-40072
Gigi's Operating, LLC 19-40073
Gigi's Operating II, LLC 19-40074
In the petition signed by Kyle C. Mann, vice chairman, Sovrano LLC
estimated assets of $10 million to $50 million and total estimated
liabilities of $10 million to $50 million.
The Debtors tapped Kelly Hart & Hallman LLP as bankruptcy counsel.
STARLINE FLIGHT: April 18 Plan Confirmation Status Conference
-------------------------------------------------------------
The disclosure statement explaining Starline Flight, LLC's Chapter
11 plan of reorganization is approved. A status conference
regarding confirmation of a Chapter 11 plan shall be held Thursday,
April 18, 2019, at 09:00 a.m.
A full-text copy of the Disclosure Statement is available for free
at https://tinyurl.com/y6nymr5t from PacerMonitor.com at no
charge.
About Starline Flight
Starline Flight, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Mont. Case No. 18-60592) on June 19,
2018. At the time of the filing, the Debtor disclosed that it had
estimated assets of less than $1 million and liabilities of less
than $1 million. Judge Benjamin P. Hursh presides over the case.
STEADYSERV TECHNOLOGIES: Taps Jacobson Hile as Legal Counsel
------------------------------------------------------------
SteadyServ Technologies, LLC, received approval from the U.S.
Bankruptcy Court for the Southern District of Indiana to hire
Jacobson Hile Kight LLC as its legal counsel.
The firm will advise the Debtor of its rights and duties under the
Bankruptcy Code; assist the Debtor in the preparation and
implementation of a reorganization plan or sale of its assets;
conduct examinations incidental to the administration of its
bankruptcy estate; and provide other legal services in connection
with its Chapter 11 case.
Jacobson Hile will be paid at these hourly rates:
Christine Jacobson $400
Michael Hile $400
Andrew Kight $400
The Debtor provided the firm with a pre-bankruptcy retainer in the
amount of $30,000.
The firm's attorneys neither hold nor represent any interest
adverse to the Debtor, according to court filings.
Jacobson Hile can be reached through:
Andrew T. Kight, Esq.
Jacobson Hile Kight LLC
One Indiana Square, Suite 1600
Indianapolis, IN 46204
Telephone: (317) 608-1130
Email: akight@jhklegal.com
About SteadyServ Technologies
Founded in 2012, SteadyServ Technologies, LLC --
https://www.steadyserv.com/ -- is an Indianapolis-based startup
behind a smart beer management system known as iKeg. The iKeg
technology is an IoT driven SaaS solution which measures and
reports the exact volume of beer remaining in a retailer's kegs.
SteadyServ is used by bars, restaurants and other dispensers in the
United States.
SteadyServ Technologies sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Ind. Case No. 19-00708) on Feb. 7,
2019. At the time of the filing, the Debtor disclosed $54,999 in
assets and $6,457,339 in liabilities. The case has been assigned
to Judge Jeffrey J. Graham. Jacobson Hile Kight LLC is the
Debtor's legal counsel.
SYNEOS HEALTH: Moody's Rates New Sr. Sec. Credit Facilities Ba3
---------------------------------------------------------------
Moody's Investors Service assigned Ba3 ratings to the proposed
senior secured credit facilities of Syneos Health, Inc. ("Syneos")
and downgraded the existing secured term loan ratings to Ba3 from
Ba2. Moody's also affirmed the Ba3 Corporate Family Rating and
Probability of Default Rating at Ba3-PD. The SGL-1 Speculative
Grade Liquidity Rating was affirmed. The B2 rating on the unsecured
notes of inVentiv Group Holdings, Inc. ("inVentiv") was affirmed
and Moody's expects the notes to be repaid in full after the
October 1, 2019 call date later this year. The rating outlook is
stable.
The term loan A and revolver are being refinanced, and the
maturities are being extended to 2024 from 2022, and the revolver
upsized to $600 million from $500 million. Moody's expects that
Syneos will draw its delayed draw term loan later this year to
fully repay the inVentiv unsecured notes. Moody's views the
transaction as a credit positive as it will lengthen the company's
debt maturity profile and lower cash interest costs.
Upon close of the refinancing transaction, Moody's will withdraw
the ratings on the existing term loan A and revolver subject to
review of all closing documents.
Syneos Health, Inc.:
Ratings assigned:
$600 million senior secured revolving credit facility at Ba3 (LGD3)
Senior secured term loan A at Ba3 (LGD3)
Senior secured delayed draw term loan at Ba3 (LGD3)
Ratings downgraded:
Senior secured term loan B due 2024 to Ba3 (LGD3) from Ba2 (LGD3)
Ratings downgraded and to be withdrawn at close:
Existing $500 million senior secured revolving credit facility to
Ba3 (LGD3) from Ba2 (LGD3)
Existing senior secured term loan A to Ba3 (LGD3) from Ba2 (LGD3)
Ratings affirmed:
Corporate Family Rating at Ba3
Probability of Default Rating at Ba3-PD
Speculative Grade Liquidity Rating at SGL-1
inVentiv Group Holdings, Inc.:
$405 million senior unsecured notes due 2024 at B2 (LGD6)
Outlook action:
Syneos Health, Inc.:
The rating outlook is stable.
RATINGS RATIONALE
Syneos' Ba3 CFR reflects Moody's expectations that leverage will
remain moderately high at above 4 times debt/EBITDA for the next
12-18 months. Moody's calculates gross debt/EBITDA at around 5x in
2018, not including unrealized cost synergies. Credit metrics will
improve in 2019 through earnings growth and debt repayment given
Moody's expectation for good cash generation through 2020. Syneos
is growing in both its clinical and commercial businesses which
will support improving profitability this year. Syneos benefits
from meaningful scale and diversity with service revenues of more
than $4.4 billion and it maintains a leading market position in
pharmaceuticals contract research and commercialization services.
The rating is constrained by risks inherent in the pharmaceutical
services industry, including project cancellations, which can lead
to volatility in revenue and cash flow.
The SGL-1 Speculative Grade Liquidity Rating is supported by more
than $150 million in cash and Syneos' access to a $600 million
revolving credit facility that will expire in 2024. Syneos
generates good cash flow and Moody's expects that free cash flow
will exceed $200 million in 2019. The credit agreement contains a
5.0x maximum first lien leverage ratio that steps down to 4.5 times
in the second quarter of 2019. Moody's anticipates that Syneos will
maintain good cushion under the covenant.
The stable outlook reflects Moody's view that earnings will grow in
the mid-single digit percent range over the next 12-18 months but
that debt/EBITDA will remain above 4 times. The ratings could be
downgraded if debt/EBITDA is sustained above 4.5 times, if
liquidity deteriorates, or if Syneos' core businesses face
sustained earnings declines. Ratings could be upgraded if
debt/EBITDA is sustained below 3.5 times and remains disciplined
with respect to M&A and share repurchases while maintaining
sustained growth in its commercial businesses.
Syneos Health, Inc. is a leading global contract research
organization providing outsourced research and development services
for pharmaceutical and biotechnology companies. Syneos' main area
of focus is late-stage clinical trials. Syneos reported net service
revenues of approximately $4.4 billion in 2018.
TATE'S AUTO CENTER: Seeks to Hire Fennemore Craig as Legal Counsel
------------------------------------------------------------------
Tate's Auto Center of Gallup, Inc., seeks approval from the U.S.
Bankruptcy Court for the District of Arizona to hire Fennemore
Craig, P.C. as its legal counsel.
The firm will advise the company and its affiliates of their powers
and duties under the Bankruptcy Code; assist in the preparation of
a plan of reorganization; advise the Debtors regarding the use,
sale or lease of their property; and provide other legal services
in connection with their Chapter 11 cases.
The hourly rates range from $350 to $675 for directors and from
$270 to $350 for associates. The attorneys and staff who are
expected to handle the cases are:
Cathy Reece Director $675
Nancy March Director $475
Anthony Austin Director $425
Justin DePaul Associate $320
The firm and its attorneys are "disinterested" as defined in
section 101(14) of the Bankruptcy Code, according to court
filings.
Fennemore can be reached through:
Cathy Reece, Esq.
Anthony W. Austin, Esq.
Fennemore Craig, P.C.
2394 E. Camelback Road, Suite 600
Phoenix, AZ 85016
Telephone: (602) 916-5000
Email: creece@fclaw.com
Email: aaustin@fclaw.com
About Tate's Auto Center of Gallup
Tate's Auto Center of Gallup, Inc. and its affiliates sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz.
Lead Case No. 19-02493) on March 8, 2019. At the time of the
filing, Tate's Auto Center estimated assets of $1 million to $10
million and liabilities of the same range. Fennemore Craig, P.C.,
is the Debtor's counsel.
TEPPANYAKI BOX: Seeks to Hire Kimel Law as Legal Counsel
--------------------------------------------------------
Teppanyaki Box LLC seeks authority from the U.S. Bankruptcy Court
for the Eastern District of Washington to hire legal counsel in
connection with its Chapter 11 case.
The Debtor proposes to employ Kimel Law Offices and pay the firm an
hourly fee of $225 for its services.
Metiner Kimel, Esq., a partner at Kimel Law Offices, assured the
court that the firm is a "disinterested person" as defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its bankruptcy estate.
Kimel Law can be reached at:
Metiner G. Kimel, Esq.
Kimel Law Offices
205 N. 40th Ave., Suite 205
Yakima, WA 98908
Tel: (509) 452-1115
About Teppanyaki Box LLC
Teppanyaki Box LLC, a Japanese restaurant in Selah, Washington,
filed a voluntary Chapter 11 petition (Bankr. E.D. Wash. Case No.
19-00327) on February 12, 2019, listing under $1 million in both
assets and liabilities. The case has been assigned to Judge Frank
L. Kurtz. Metiner G. Kimel, Esq., at Kimel Law Offices, is the
Debtor's legal counsel.
TRANS WORLD: Court Approves Disclosure Statement, Confirms Plan
---------------------------------------------------------------
The Bankruptcy Court has approved the amended disclosure statement
and confirmed the amended plan of reorganization filed by Trans
World Services, Inc., at a hearing held on March 19, 2019,
according to court dockets.
During the hearing, arguments in support of confirmation by Ms.
Jones were heard. Mr. Kincheloe advised amended plan resolved the
United States objection. The Debtors' corporate representative,
Mohammad Semana, was sworn in and provided testimony. Ms. James
was questioned by the Court and thereafter provided a balloting
summary for the record.
Testimony regarding plan projections was provided by debtors
representative. The Disclosure Statement was finally approved.
Additionally, the plan was confirmed. Mr. James is to confer with
the US Trustee and provide a proposed Agreed Order which contains
required language regarding UST fees by no later end of business on
March 22.
Class 6 - General Unsecured Claims are Impaired. Class 6 consists
of General unsecured claims that are not secured by property of the
estate and are not entitled to priority. The Debtor proposes to pay
Class 6 claimants' 40% of each allowed claim. These claims shall be
paid in fifty-four (54) equal monthly installments beginning 180
days after the Effective Date of Debtor’s plan.
Class 7 - General Unsecured (Small Claims) are Impaired. Class 7
consists of general unsecured claims less than $10,000.00, or any
other general unsecured creditor that chooses reduction of its
claim to less than $10,000.00. Class 7 is an administrative
convenience class that avoids exceptionally small payments
throughout the entire length of the plan. These claims shall be
paid in twenty-four (24) equal monthly installments beginning
thirty (30) days after the Effective Date of Debtor's plan. The
Debtor proposes to pay Class 7 claimants' forty percent (40%) of
each allowed claim.
Class 2 - Secured Claim of JPMorgan Chase Bank N.A., is Impaired.
This claim shall be paid in sixty (60) monthly installments of
$7,936.71 beginning on the Effective Date of the plan at an
interest rate of (7.090%). This Class 2 creditor shall retain its
contractual and statutory liens. The claim of JPMorgan Chase Bank
in the amount of $399,961.48 shall be paid in sixty (60) equal
monthly installments of $7,936.71 until paid in full.
Class 3 - Unsecured Claims of Internal Revenue Service is Impaired.
This claim shall be paid in full (100%) at the interest rate of 6%.
The monthly payment shall be $2,544.00 paid in fourty-eight (48)
equal installments, beginning 30 days after the Effective Date of
Debtor’s plan. Its claim totals $96,708.02.
Class 4 - Unsecured Claims of Comptroller of Public Accounts is
Impaired. This claim shall be paid in full. The monthly payment
shall be $1,500.00 paid in two (2) equal installments beginning 180
days after the Effective Date of Debtor’s plan. This claim totals
$3,000.00.
Class 5 - Unsecured Claims of Franchise Tax Board is Impaired. This
claim shall be paid in full. The monthly payment shall be $1,261.00
paid in two (2) equal installments beginning 180 days after the
Effective Date of Debtor’s plan. This claim totals $2,521.38.
The Debtor plans to finance its repayment plan of reorganization
through continued operation of its wholesale auto parts sales
business.
A full-text copy of the Amended Plan dated March 14, 2019, is
available at https://tinyurl.com/y52cwgwe from PacerMonitor.com at
no charge.
About Trans World Services
Trans World Services, Inc., is a privately owned auto parts
distributor in Houston, Texas. It offers automobile parts and
services to automotive manufacturers serving customers worldwide.
Trans World Services sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Tex. Case No. 18-32660) on May 22,
2018. In the petition signed by Mohammad H. Semana, president, the
Debtor estimated assets of less than $500,000 and liabilities of $1
million to $10 million. Judge Eduardo V. Rodriguez presides over
the case. Trans World Services hired Office of Nelson M. Jones III
as its legal counsel.
TRIDENT LS: S&P Affirms 'B' Issuer Credit Rating, Outlook Stable
----------------------------------------------------------------
S&P Global Ratings affirmed its 'B' issuer credit rating on
U.S.-based Trident LS Parent Corp. (Pre-Paid Legal Services or
LegalShield), which plans to issue a $175.4 million add-on to its
first-lien term loan and a $30 million add-on to its second-lien
term loan.
The company will use the proceeds from the add-ons, along with cash
from its balance sheet, to fund a dividend payment to its owners
Stone Point Capital and MidOcean Partners.
S&P said it affirmed its 'B' issuer credit rating on LegalShield
because the company has proactively repaid debt over the last year,
which has freed up leverage capacity for it to pay the proposed
dividend while maintaining leverage of less than 7x (S&P's
downgrade threshold).
At the same time, S&P affirmed its 'B' issue-level ratings on the
company's first-lien facilities. The recovery ratings remain '3'.
"Additionally, we are lowering our issue-level rating on the
company's second-lien term loan to 'CCC+' from 'B-' and are
revising the recovery rating to '6' from '5'. We revised the
recovery rating to reflect the increase in the company's amount of
first- and second-lien debt outstanding in a simulated default
scenario, which impairs the recovery prospects for the term loan
lenders," S&P said.
LegalShield has leverage capacity to issue the dividend, though the
transaction underscores the re-leveraging risk inherent in its
sponsor ownership. The affirmation reflects that the company has
increased its leverage capacity by repaying debt over the last year
following its leveraged buyout (LBO) by Stone Point. S&P believes
this leverage capacity will allow LegalShield's owners to take a
rather large dividend while keeping the company's leverage below
its total adjusted debt to EBITDA downgrade threshold of 7x. With
no additional proactive debt repayment in 2019, S&P forecasts that
the company's leverage will be in the low-6x area in 2019. S&P
recognizes that LegalShield will likely repay additional debt like
it has over the last year, which would further improve its leverage
metrics. Although the company has leverage capacity, paying a
dividend so quickly after the initial LBO transaction underscores
S&P's assessment that LegalShield's financial-sponsor owner will
keep its leverage high. S&P expects that the company will repay
additional debt to temporarily rebuild its leverage capacity before
potentially re-leveraging by paying another dividend. Regardless,
S&P does not expect the company to increase its leverage above the
downgrade threshold, therefore S&P believes the current 'B' rating
captures this leveraging risk.
"The stable outlook on LegalShield reflects our belief that the
company will actively grow its digital and business solutions
segments while maintaining EBITDA margins of more than 20% by
keeping its customer acquisition costs down and managing its
selling, general, and administrative (SG&A) expenses. We expect the
company to generate free operating cash flow of more than $50
million while maintaining debt leverage in the mid-5x to mid-6x
range on average," S&P said.
S&P said it could lower its ratings on LegalShield if the company's
free operating cash flow deteriorates below $10 million or its debt
leverage increases above 7x on a sustained basis. S&P believes the
company's leverage could reach this level if it pursues an
additional $150 million dividend or debt-funded acquisition without
first repaying debt. This could also occur if the company's EBITDA
falls materially from 2018 levels due to membership declines or
higher customer acquisition costs while its debt level remains
constant, according to S&P.
"Although unlikely given its private-equity ownership, we could
raise our ratings on LegalShield if it demonstrates better cash
flow generation by increasing and diversifying its earnings base
while sustaining debt leverage of less than 5x and a funds from
operations (FFO)-to-debt ratio of more than 12%. In order to raise
the rating, the company's sponsors would need to demonstrate a
commitment to maintaining leverage at these levels," S&P said.
TSS ATLANTA: Taps Cooper Law Firm as Legal Counsel
--------------------------------------------------
TSS - Atlanta Inc. received approval from the U.S. Bankruptcy Court
for the District of South Carolina to hire The Cooper Law Firm as
its legal counsel.
The firm will advise the Debtor of its powers and duties under the
Bankruptcy Code; assist the Debtor in the preparation of a plan of
reorganization; and provide other legal services in connection with
its Chapter 11 case.
Cooper Law Firm will charge these hourly fees:
Robert Cooper, Esq. $295
Associate Lawyer $195
Paralegals $95
The Debtor paid the firm a retainer in the amount of $8,783, plus
$1,717 for court costs.
Mr. Cooper disclosed in a court filing that he and his firm are
"disinterested" as defined in section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
Robert H. Cooper, Esq.
The Cooper Law Firm
150 Milestone Way, Suite B
Greenville, SC 29615
Tel: (864) 271-9911
Fax: (864) 232-5236
E-mail: thecooperlawfirm@thecooperlawfirm.com
About TSS - Atlanta Inc.
TSS - Atlanta Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. S.C. Case No. 19-00204) on January 10,
2019. At the time of the filing, the Debtor had estimated assets
of less than $50,000 and liabilities of less than $50,000.
The case has been assigned to Judge Helen E. Burris. The Debtor
tapped The Cooper Law Firm as its legal counsel.
VANGUARD HEALTH: Case Summary & 15 Unsecured Creditors
------------------------------------------------------
Debtor: Vanguard Health & Wellness LLC
1585 Ellingwood Avenue, Suite 100
Des Plaines, IL 60016
Business Description: Founded in 2011, Vanguard Health & Wellness
LLC -- http://www.vanguardhealth.net--
is a provider of home health services,
offering nursing, physical therapy,
occupational therapy, speech therapy, home
health aides, and medical social services at
the patients' homes. The Company previously
sought bankruptcy protection on Feb. 17,
2017 (Bankr. N.D. Ill. Case No. 17-04707).
Chapter 11 Petition Date: March 22, 2019
Court: United States Bankruptcy Court
Northern District of Illinois (Eastern Division)
Case No.: 19-08329
Judge: Hon. Jacqueline P. Cox
Debtor's Counsel: Xiaoming Wu, Esq.
BORGES AND WU, LLC
105 W. Madison, 23rd Floor
Chicago, IL 60602
Tel: 312-853-0200
E-mail: notice@billbusters.com
Total Assets: $126,229
Total Liabilities: $1,122,222
The petition was signed by Michael Zayats, president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 15 unsecured creditors is available for free
at:
http://bankrupt.com/misc/ilnb19-08329.pdf
VETERANS HOUSING: Seeks to Hire Hunter Parker as Legal Counsel
--------------------------------------------------------------
Veterans Housing Fund Series 2 LLC seeks approval from the U.S.
Bankruptcy Court for the District of Nevada to hire Hunter Parker,
LLC as its legal counsel.
The firm will advise the Debtor of its duties under the Bankruptcy
Code; examine claims of creditors; assist in the preparation of a
plan of reorganization; and provide other legal services in
connection with its Chapter 11 case.
Andrew Van Ness, Esq., the attorney who will be handling the case,
charges an hourly fee of $350. His firm received an initial
pre-bankruptcy retainer of $500 for preparation of the case. The
filing fee of $1,717 was paid by the Debtor's managing member.
Mr. Van Ness disclosed in a court filing that he and his firm are
"disinterested" under the Bankruptcy Code.
Hunter Parker can be reached through:
Andrew J. Van Ness, Esq.
Hunter Parker, LLC
3815 S. Jones Blvd., Suite 1A
Las Vegas, NV 89103
Phone: (702) 686-9297
E-mail: hunterparkerllc@gmail.com
About Veterans Housing Fund Series 2
Veterans Housing Fund Series 2 LLC sought protection under Chapter
11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 19-11474) on
March 14, 2019. At the time of the filing, the Debtor estimated
assets of less than $500,000 and liabilities of less than $500,000.
The case is assigned to Judge August B. Landis. Hunter Parker,
LLC, is the Debtor's counsel.
VIDANGEL INC: Seeks Approval to Hire Consulting Expert
------------------------------------------------------
VidAngel, Inc. seeks approval from the U.S. Bankruptcy Court for
the District of Utah to hire business analysis consulting expert
William Duckworth.
Mr. Duckworth will provide services in connection with a litigation
currently pending in the Central District of California. He will
be paid an hourly fee of $350 and will receive reimbursement of up
to $1,000 for work-related expenses.
In court papers, Mr. Duckworth disclosed that he has no connection
with or interest in the Debtor, creditors or any other "party in
interest."
Mr. Duckworth maintains an office at:
William Duckworth
3426 South 162nd Circle
Omaha, NE 68130
About VidAngel Inc.
Based in Provo, Utah, VidAngel, Inc. is an entertainment platform
empowering users to filter language, nudity, violence, and other
content from movies and TV shows on modern streaming devices such
as iOS, Android, and Roku. The company's newly launched service
empowers users to filter via their Netflix, Amazon Prime, and HBO
on Amazon Prime accounts, as well as enjoy original content
produced by VidAngel Studios. Its signature original series, Dry
Bar Comedy, now features the world's largest collection of clean
standup comedy, earning rave reviews from fans nationwide.
VidAngel filed a Chapter 11 petition (Bankr. D. Utah Case No.
17-29073) on Oct. 18, 2017. In the petition signed by CEO Neal
Harmon, the Debtor estimated $1 million to $10 million in both
assets and liabilities.
Judge Kevin R. Anderson oversees the case.
The Debtor tapped J. Thomas Beckett, Esq., at Parsons Behle &
Latimer, as bankruptcy counsel; Durham Jones & Pinegar, Baker
Marquart LLP, and Stris & Maher LLP as special counsel; and Tanner
LLC as auditor and advisor. The Debtor also hired economic
consulting expert Analysis Group, Inc.
VISTA RIDGE: Seeks to Hire McNamee Hosea as Conflicts Counsel
-------------------------------------------------------------
Vista Ridge Limited Partnership seeks authority from the U.S.
Bankruptcy Court for the District of Columbia to hire McNamee
Hosea.
The firm will represent the Debtor as conflicts counsel for any
matter adverse to U.S. Bank, N.A., Wells Fargo Bank, N.A., and
Barclays Bank, Inc. Stinson Leonard Street LLP, the Debtor's legal
counsel, cannot represent the Debtor in matters related to the
banks due to conflict of interest.
Janet Nesse, Esq., and Justin Fasano, Esq., the attorneys expected
to provide the services, will charge $500 per hour and $350 per
hour, respectively.
Ms. Nesse, Esq., disclosed in a court filing that her firm has no
connection with the Debtor, creditors or any other "party in
interest."
The firm can be reached at:
Janet Nesse, Esq.
McNamee Hosea
6411 Ivy Lane Suite 200
Greenbelt, MD 20770
Phone: (301) 441-2420
Fax: (301) 982-9450
About Vista Ridge Limited Partnership
Vista Ridge Limited Partnership is a single asset real estate
limited partnership organized under the laws Maryland with a
principal place of business located in the District of Columbia.
Vista Ridge filed a voluntary Chapter 11 petition (Bankr. D. Colo.
Case No. 19-00126) on March 1, 2019. Marc E. Albert, Esq., and
Joshua W. Cox, Esq., at Stinson Leonard Street LLP, represent the
Debtor as counsel.
VISTA RIDGE: Taps Community Management as Property Manager
----------------------------------------------------------
Vista Ridge Limited Partnership seeks authority from the U.S.
Bankruptcy Court for the District of Columbia to hire property
management company Community Management Solutions, LLC.
CMS will manage the day-to-day operations of the Debtor's apartment
complex in Washington, DC. The firm's services
include the collection of rent for the property, making minor
repairs, responding to tenant inquiries, advertising if there are
vacancies, and paying expenses.
The Debtor proposes to compensate CMS at a rate of not more than 4%
of the gross monthly collection of rents and fees by the residents
of the property or on their behalf by the Department of Housing and
Urban Development or other government agencies.
Joseph Kisha, owner and manager of Castle Management Corp. which
owns CMS, disclosed in a court filing that the firm does not
represent any interest adverse to the Debtor or its bankruptcy
estate.
The firm can be reached at:
Joseph G. Kisha
Community Management Solutions LLC
3040 Stanton Road, SE #101
Washington, DC 20020
About Vista Ridge Limited Partnership
Vista Ridge Limited Partnership is a single asset real estate
limited partnership organized under the laws of Maryland with a
principal place of business located in the District of Columbia.
Vista Ridge filed a voluntary Chapter 11 petition (Bankr. D. D.C.
Case No. 19-00126) on March 1, 2019. Marc E. Albert, Esq., and
Joshua W. Cox, Esq., at Stinson Leonard Street LLP, represent the
Debtor as counsel.
WEIGHT WATCHERS: Moody's Alters Outlook to Neg. & Affirms Ba3 CFR
-----------------------------------------------------------------
Moody's Investors Service revised Weight Watchers International,
Inc.'s outlook to negative, from stable, given expectations for
marked revenue and earnings declines in 2019. Moody's affirmed
Weight Watchers' Ba3 Corporate Family Rating ("CFR"), its Ba3-PD
Probability of Default rating ("PDR"), Ba2 senior secured credit
facility ratings, and B2 senior unsecured notes rating. Moody's
also affirmed the company's Speculative Grade Liquidity rating of
SGL-1.
RATINGS RATIONALE
Moody's is changing Weight Watchers' outlook to negative given weak
growth in subscribers during the company's crucial early-year
subscriber recruitment period and an unfavorable mix of digital and
digital-plus-studio subscribers relative to a very strong
early-2018 subscriber cohort. As a result, revenues are expected to
decline by at least mid-single-digit percentages in 2019. And
although the company has a high variable cost structure, ongoing
heavy levels of investments in digital and other technology
capabilities will mean that earnings declines will likely outpace
the revenue decline. Weight Watchers' avowed success with its
recent marketing shift towards a holistic, wellness-focused
identity appears to have come at the expense of customers'
commitment to the important face-to-face "studio" meetings. There
is speculation, too, that the company's critical January-February
marketing season has been hurt by the nascent keto diet. The
early-2019 subscriber cohort is, Moody's believes, weighted more
towards solely digital subscribers instead of digital-plus-studio
subscribers, the latter which, because they purchase Weight
Watchers ancillary products, are an important revenue driver.
Moody's anticipates that Weight Watchers' Moody's-adjusted
debt-to-EBITDA leverage will rise to at least 5.5 times by the end
of 2019, after having steadily declined in recent years, to as low
as 4.1 times at the end of 2018. While liquidity will be
diminished, the company will likely continue to generate enough
free cash flow to enable it to prepay debt. And while there will be
no change to its deleveraging goals, they will probably be
prolonged, as will its 2020 goal of $2 billion in revenues. Weight
Watchers has a history of boom and bust cycles. It has faced
technological and diet trends repeatedly in the past. But Moody's
expects that its very recent redoubling of its efforts to clarify
its marketing will enable it to regain the important customer
profile it has lost, and 2019 will have proven to be only a
cyclically disappointing year.
The Ba3 CFR reflects Weight Watchers' market leading scale and
brand recognition, as well as its history of subscriber volatility.
The weight management services industry is competitive and Moody's
anticipates consumer preferences will continue to evolve. Moody's
remains concerned that competition for weight loss service
customers, especially for so-called "trial" members who are most
likely to follow the newest trends or promotions, could make
operating and financial improvements difficult to sustain.
The SGL-1 rating reflects Weight Watchers' very good liquidity
profile. Weight Watchers had cash balances of nearly $240 million
at December 31, 2018. Moody's expects free cash flow of
approximately $75 million in 2019, down from almost $250 million in
2018. The company will have $77 million of annual term loan
amortization in 2019 and anticipates using cash to pay down more
than the required amount. The fully available $150 million senior
secured revolver is subject to a financial covenant requiring first
lien leverage (as defined in the facility agreement) of no more
than 5 times, but only if at least $50 million is outstanding on
the quarter end test date. Moody's does not expect the covenant to
be measured, although there would likely be modest cushion were it
to be measured.
The ratings could be upgraded if Moody's expects: 1) sustained
revenue growth; 2) debt to EBITDA will remain below 3.5 times; and
3) a commitment to balanced financial policies.
A ratings downgrade is possible if Moody's anticipates that 2019's
revenue shortfall, elevated leverage, and diminished free cash flow
will persist into 2020.
Issuer: Weight Watchers International, Inc.
Ratings affirmed:
-- Corporate Family Rating, affirmed Ba3
-- Probability of Default Rating, affirmed Ba3-PD
-- Senior Secured Bank Credit Facility, affirmed Ba2 (LGD3)
-- Senior Unsecured Notes, affirmed B2 (LGD6)
-- Speculative Grade Liquidity Rating, affirmed SGL-1
Outlook:
-- Outlook, revised to negative, from stable
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
WILLIAM ABRAHAM: Trustee Selling El Paso Property for $350K
-----------------------------------------------------------
Ronald Ingalls, the Trustee of the estate of William David Abraham,
Jr., asks the U.S. Bankruptcy Court for the Western District of
Texas to authorize the sale of the real property commonly known as
416 E. San Antonio, El Paso, Texas to Sam J. Legate or assigns for
$350,000, subject to higher and better offers.
Title to 416 E. San Antonio is held by 416 E. San Antonio, LLC.
The property is known as the McGrath Realty building. The
improvements consist of a two story building with a basement
totaling 8,866 square feet. The improvements were originally
constructed in 1929. The property was acquired from Jack C.
McGrath on March 13, 2013. Itis located approximately 100 yards
from the Bankruptcy Court. There are not any tenants in the
building. The Court granted a motion to substantively consolidate
416 E. San Antonio, LLC with the estate of William D. Abraham.
The Trustee as the Deller and the Buyer have entered into a
Contract of Sale for the Property, subject to the Court's approval
for $350,000. The El Paso County Appraisal District has valued the
property at $482,050.
The Debtor has scheduled the value of the property at $1,675,868.
The Trustee believes that the Appraisal District value is inflated.
In 2014, the CAD value was $274,400. The following year it
increased to $665,440. In 2017, the value dropped to $482,050.
Given the wild swings in the appraisal district values, the Trustee
has discounted such values in accepting the offer.
he salient terms of the Contract are:
a. Purchaser: Sam J. Legate or assigns, 109 N. Oregon, 12th
Floor, El Paso, TX 79901. Mr. Legate is the law partner of Jim
Scherr who successfully purchased 105 N. Oregon.
b. Sales Price: $350,000
c. 3% Broker's Commissions: $10,500
d. The Seller will also pay for a title policy, preparation of
the deed and bill of sale, one-half of any escrow fee and costs to
record any documents to cure title objections that Seller must
cure. Additionally, taxes will be pro-rated.
A preliminary title search and review of the Schedules and proofs
of claim filed in the case indicate the following liens, judgments,
and other claims may exist against the Real Property: Louis O.
Garcia has a deed of trust which covered both 408 E. San Antonio
and 416 E. San Antonio. He was owed approximately $433,000 as of
October 2018. Mr. Garcia received proceeds of $409,027 from that
sale. Since that time, he has paid the 2018 property taxes in the
amount of $15,008. Thus, the Trustee believes that Mr. Garcia is
still owed $40,000 to $50,000 based on the amount of interest and
attorneys' fees.
The 2019 ad valorem taxes will be pro-rated between the Estate and
the purchaser. The Real Property will be sold subject to such
taxes. The Trustee will pay the claim of Louis Garcia at closing
if the parties are able to agree upon a release price. All other
liens, claims, interests and encumbrances will attach to the
proceeds from the sale to the same extent, priority and validity as
existed on the petition date.
The sale will be subject to higher and better offers. If the
Trustee receives any higher and better offers prior to the date set
for the hearing on the Motion, the Trustee will sell the Real
Property to the highest bidder. The Trustee reserves the right to
conduct the sale by means of sealed bids or an auction in open
court, whichever will be calculated to bring the best price in the
Trustee's opinion.
A copy of the Contract attached to the Motion is available for free
at:
http://bankrupt.com/misc/William_Abraham_390_Sales.pdf
About William Abraham
William David Abraham is a well-known businessman in El Paso,
Texas. He has a portfolio of at least 15 downtown buildings,
including several prominent, historical ones.
William David Abraham filed for chapter 11 bankruptcy protection
(Bankr. W.D. Tex. Case No. 18-30184) on Feb. 6, 2018, and is
represented by Omar Maynez, Esq., of Maynez Law. Franklin
Acquisitions, one of Mr. Abraham's companies, also filed for
Chapter 11 bankruptcy reorganization Feb. 6, 2018.
On March 13, 2018, the Court approved the appointment of Ronald
Ingalls as Chapter 11 trustee.
WOOD DUCK INN: Taps RLC P.A. as Legal Counsel
---------------------------------------------
Wood Duck Inn II, LLC received approval from the U.S. Bankruptcy
Court for the District of Maryland to hire RLC, P.A. Lawyers &
Consultants as its legal counsel.
The firm will advise the Debtor regarding the management of its
property; assist in the preparation of a bankruptcy plan; and
provide other legal services in connection with its Chapter 11
case.
The firm will be paid at these hourly rates:
Senior Attorney $525
Paralegal $170
Secretary/Receptionist No charge
RLC does not represent any interest adverse to the Debtor and its
bankruptcy estate, according to court filings.
The firm can be reached through:
Tate M. Russack, Esq.
RLC, P.A. Lawyers & Consultants
7999 North Federal Highway, Suite 100 A
Boca Raton, FL 33487
Email: tate@russack.net
About Wood Duck Inn II LLC
Wood Duck Inn II LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Md. Case No. 19-10630) on Jan. 16, 2019.
At the time of the filing, the Debtor estimated assets of less
than $500,000 and liabilities of less than $500,000. The case is
assigned to Judge Thomas J. Catliota. RLC, P.A. Lawyers &
Consultants is the Debtor's legal counsel.
WORLD SYSTEMS: Seeks to Hire David Gernsbacher as Special Counsel
-----------------------------------------------------------------
World Systems, Inc. seeks authority from the U.S. Bankruptcy Court
for the Central District of California to hire the Law Office of
David Gernsbacher as special litigation counsel.
The firm will represent the Debtor in a litigation [Case No.
19SMCV00205] pending before the Los Angeles Superior Court.
The Debtor is facing imminent foreclosure of its residential real
property located at 27009 Sea Vista Drive, Malibu, California. The
Superior Court has turned down the Debtor's bid for a temporary
restraining order against its creditor to stop the foreclosure
sale.
David Gernsbacher, Esq., the attorney handling the case, will
charge an hourly fee of $350 for his services.
Mr. Gernsbacher disclosed in a court filing that his firm neither
represents nor holds any interest adverse to the Debtor and its
bankruptcy estate.
The firm can be reached at:
David L. Gernsbacher
Law Office of David L. Gernsbacher
9107 Wilshire Blvd Ste 450
Beverly Hills, CA 90210-5535
Tel: 310-550-0125
Fax: 310-550-0608
Cell: 310-293-6668
About World Systems, Inc.
World Systems, Inc. is a privately held company in Calabasas,
California that is engaged in activities related to real estate.
World Systems filed a Chapter 11 petition (Bankr. C.D. Cal. Case
No. 19-10282) on February 6, 2019. In the petition signed by Iris
Martin, president, the Debtor estimated $1 million to $10 million
in both assets and liabilities. Lewis R. Landau, Esq., represents
the Debtor as counsel.
WORLD SYSTEMS: Seeks to Hire Lewis Landau as Bankruptcy Attorney
----------------------------------------------------------------
World Systems, Inc. seeks authority from the U.S. Bankruptcy Court
for the Central District of California to hire an attorney in
connection with its Chapter 11 case.
The Debtor proposes to hire Lewis Landau, Esq., to provide legal
services in connection with its Chapter 11 case and pay the
bankruptcy attorney an hourly fee of $495.
Mr. Landau disclosed in a court filing that his firm is a
disinterested person as that term is defined in Section 101(14) of
the Bankruptcy Code.
Mr. Landau maintains an office at:
Lewis R. Landau, Esq.
22287 Mulholland Hwy., # 318
Calabasas, CA 91302
Tel: 888-822-4340
Fax: 888-822-4340
Email: Lew@Landaunet.com
About World Systems, Inc.
World Systems, Inc. is a privately held company in Calabasas,
California, that is engaged in activities related to real estate.
World Systems filed a Chapter 11 petition (Bankr. C.D. Cal. Case
No. 19-10282) on February 6, 2019. In the petition signed by Iris
Martin, president, the Debtor estimated $1 million to $10 million
in both assets and liabilities. Lewis R. Landau, Esq., represents
the Debtor as counsel.
XEROX CORP: Fitch Lowers Long-Term Ratings to 'BB', On Watch Neg.
-----------------------------------------------------------------
Fitch Ratings has downgraded Xerox Corporation's long-term ratings
and senior unsecured ratings by one notch to 'BB' and 'BB'/'RR4',
respectively, and placed these ratings on Rating Watch Negative.
The downgrade and Rating Watch reflect the deterioration in Xerox's
operating performance relative to Fitch's expectations at the time
of Xerox's downgrade in 2018 and the apparent shift from already
aggressive financial policies to corporate actions that could
potentially harm existing bondholders. These include Xerox's
proposed corporate reorganization into a HoldCo structure and a
potential strategic transaction involving Xerox's customer
financing business and related assets. Should the reorganization
proceed, Xerox's revolving credit facility would benefit from a
guarantee from the HoldCo, placing them higher in priority than
Xerox's existing debt. While the HoldCo will not contain assets or
cash flow generation initially, there are no provisions in Xerox's
existing bonds that prevent Xerox from placing existing or acquired
assets at the HoldCo. To the extent Xerox places or acquires assets
at the HoldCo, and/or guarantees future debt without extending the
guarantee to existing bondholders, down notching of the
non-guaranteed debt could be warranted.
In Fitch's view the leasing business is strategic to Xerox and a
potential strategic transaction may further harm the company's
operational profile and turnaround prospects. As such, Fitch has
maintained a potential sale of Xerox's leasing business as an
adverse credit driver and maintained it as a negative rating
sensitivity. Additionally, Xerox's existing bondholders would be
harmed to the extent debt attributable to the financing business is
not repaid with proceeds of any such potential sale or transaction,
which the company has not committed to. Fitch acknowledges that a
decision or structure concerning any potential transaction with the
customer financing business and/or assets has not been reached, nor
has the use of any such proceeds been disclosed. However, Fitch
cannot reasonably assume with certainty that any potential
transaction in conjunction with the reorganization or its leasing
business will be neutral to existing bondholders particularly
without the guidance of the company as such. In the extreme, should
Xerox sell its financing business without reducing outstanding
debt, a multiple notch downgrade could be warranted. In resolving
the Rating Watch Negative, Fitch will consider the ultimate outcome
of the potential corporate actions, particularly as it relates to
the leasing business, within the context of Xerox's financial
policy and operating performance deterioration to date.
KEY RATING DRIVERS
Revenue Trajectory: Xerox's revenue trajectory continues to worsen
and has been weaker than Fitch's expectation at the time of its
downgrade to 'BB+' in August 2018. Post-sale and equipment revenue
declines accelerated in fourth-quarter 2018 to -5.5% and -7.7% on a
constant currency basis, respectively. Full-year Xerox revenue
declined 4.2%. At the 2019 investor day, management guided revenue
to -5% in 2019, -3% (described as "stabilization") in 2020 and "at
least flat" by 2021 (described as "road to growth"). Benefits from
the recent product refresh appear to have peaked as evidenced by
the deceleration of install growth rates. For instance, color entry
and mid-range install growth rates decelerated from mid-teens and
higher double digit rates in 2017, respectively, to low double
digit in the latter part of 2018. The quarterly change in signings
averaged flat in 2017 deteriorating to -12% on average in 2018.
Post-sale revenue, which comprises more than three-quarters of
Xerox's revenue has declined roughly $1 billion since 2015. In
Fitch's view Xerox's product refresh will be unlikely to offset
secular trends and competitive pressures that will continue to
weigh on post-sale revenue. As a result, Fitch conservatively
expects Xerox's revenue will continue to decline by around low- to
mid-single digits over the rating horizon.
Strategy: Xerox's "roadmap to stabilize and grow revenue" as
presented at the 2019 investor day did not address how the company
will transition from accelerating declines in its core business to
stabilization, let alone growth from Fitch's perspective. Xerox
said it will seek to improve its core technology business despite
having undertaken the largest refresh of its product line-up in the
company's history just two years ago. Fitch does not expect that
vertical-oriented services, software, or increased channel presence
targeted at the SMB segment will be sufficient to offset Fitch's
expectation of $350 million to $500 million in revenue declines
annually. Further, Fitch believes Xerox's "innovation programs"
such as digital packaging & print, AI workflow assistants, 3D
printing and sensors & services for IoT will encounter stiff
competition from larger, better capitalized players and are
unlikely to yield significant revenue over the rating horizon.
Fitch does expect Xerox will be in a position to deliver on $640
million in gross cost savings in 2019 as the company continues to
restructure. However, Fitch anticipates decreasing ability of the
company to improve margins beyond 2020 levels at lower revenue
levels.
Financial Policy: Since abandoning the Fuji-Xerox transaction in
2018 and installing new management and new board members, Xerox has
shifted to a more aggressive financial policy in Fitch's opinion.
Xerox has guided to returning over 50% of 2019 FCF to shareholders
with the "unallocated" portion "to be deployed opportunistically"
based on an evaluation of relative returns to the company. Fitch
expects Xerox will deploy the majority of the unallocated portion
to share repurchases. Xerox has stated its near-term objective is
to stabilize its current rating over time and return to investment
grade with the execution of its strategy. Without the apparent
ability to stabilize and grow its core business, in conjunction
with the aforementioned corporate actions, Fitch does not expect
Xerox will ultimately regain an investment-grade rating and
therefore will continue to focus on shareholder returns.
Fuji-Xerox Relationship: Fujifilm's lawsuit remains unresolved.
Additionally, Xerox has publically stated it will not necessarily
renew its TA agreement with Fuji Xerox and is openly considering
utilizing different suppliers. While there potentially is merit in
seeking a more competitive supply chain partner, as evidenced by
the magnitude of restructuring potential at Fuji Xerox, upending
the relationship may have unintended consequences and does not
appear to address the fundamental growth or other operational
challenges Xerox faces.
DERIVATION SUMMARY
Xerox is among the larger print technology companies with a leading
share in the A3 MFP space. According to IDC, Xerox's closest peer,
HP Inc. (BBB+/Stable) held the number one worldwide hardcopy
peripherals market share, based on units, at 40.5% share. Xerox's
margin is higher than HP because HP derives more than 60% of its
revenue from its lower margin PC business. HP's printer business is
more than twice the size of Xerox's on a revenue basis while
Xerox's operating EBITDA margin is approximately eight points
higher when comparing the companies' most recent results on an LTM
basis. HP has a much more significant share in A4 but through
acquisitions has increased its A3 market share materially. HP does
not have a customer leasing business.
Xerox's core business has been in decline for several years and its
recent product launches do not appear to be successfully turning
around mid-single digit declines in its post-sale business, which
represents more than three quarters of revenue. Fitch expects Xerox
to continue to experience negative revenue growth over the ratings
horizon with only diminished prospects for modest improvement,
confirmed in part by recent results. Additionally, Xerox has
continued its retreat from conservative financial policies by
recommencing a sizable share repurchase program. Xerox is exploring
the sale of its leasing business, a strategic component of its go
to market strategy. Xerox's relationship with Fuji-Xerox, its JV
partner may be irreparably harmed. Xerox's new management has not
articulated a credible turnaround strategy in Fitch's opinion.
While Xerox's liquidity position at present is adequate and the
company previously took steps to improve its balance sheet, a
continued deterioration in Xerox's market position associated with
lack of a turnaround in its core business bears significant risk to
the company's operational position and prospective financial
position as a result over the rating horizon.
KEY ASSUMPTIONS
Fitch's Key Assumptions Within Its Rating Case for the Issuer
-- Mid-single digit revenue decline sustained throughout
the revenue horizon;
-- Approximately one and a half points of operating EBITDA
margin expansion reflecting further cost restructuring;
-- $250 million of dividends in 2019, declining low single
digits annually to reflect reduced share count as a
result of continued share repurchases;
-- The bulk of post-dividend FCF allocated to share
repurchases and acquisitions;
-- No strategic action with regards to the customer
financing business is assumed at this point.
RATING SENSITIVITIES
Developments That May, Individually or Collectively, Lead to
Positive Rating Action
-- Improving constant currency revenue trends
approaching flat to neutral;
-- Total debt with equity credit to operating EBITDA (excluding
financing debt by Fitch's calculation; "core leverage")
sustained below 2x;
-- Recommitment to a more conservative financial policy.
Developments That May, Individually or Collectively, Lead to
Negative Rating Action
-- Organic, constant currency declines greater than mid-single
digits;
-- Core leverage sustained above 3x;
-- FCF adjusted for the change in financing assets sustained
below low single digits as a percentage of revenue;
-- Deterioration of the operational relationship with
Fuji-Xerox;
-- Leveraged share repurchases, special dividends or other
aggressive financial policies; sale of the leasing business.
LIQUIDITY
Adequate Liquidity: Xerox had $1.084 billion in cash and cash
equivalents at Dec. 31, 2018, a decline of $209 million since
year-end 2017. Xerox maintains access to its $1.8 billion revolving
credit facility, which was undrawn at Dec. 31, 2018. The credit
facility has an accordion feature that allows Xerox to increase,
with the consent of its lenders, the overall size of the facility
by $750 million. Xerox also has the right to request a one year
extension. Xerox's commercial paper program is not available for
use based upon the company's credit rating. Fitch is therefore
withdrawing its short-term IDR and CP rating. Liquidity is also
supported by Fitch's expectation that Xerox will generate
approximately $700 million in FCF (post-dividend) in 2019,
declining to approximately $600 million over the rating horizon.
Fitch anticipates that Xerox will utilize the majority of its FCF
to repurchase stock or make acquisitions as opposed to reducing its
debt.
Debt Structure: Xerox faces a staggered but sizable maturity ladder
over the ratings horizon. $554 million of 5.625% notes mature Dec.
15, 2019. More than $2.1 billion of aggregate principal outstanding
bonds mature over 2020 and 2021, approximately half of that amount
in each year. Fitch assumes Xerox will refinance these maturities
as they come due, predicated upon Xerox stabilizing its operational
profile and maintaining sufficient market access.
FULL LIST OF RATING ACTIONS
Fitch has downgraded and placed these ratings on Rating Watch
Negative:
Xerox Corporation
-- Long-Term IDR to 'BB' from 'BB+ ';
-- Senior Unsecured Revolving Credit Facility to
'BB'/'RR4' from 'BB+'/'RR4';
-- Senior Unsecured Revolving Notes to 'BB'/'RR4'
from 'BB+'/'RR4'.
Fitch has withdrawn these ratings:
Xerox Corporation
-- Short-Term IDR 'B';
-- Senior Unsecured Commercial paper 'B'.
[^] BOND PRICING: For the Week from March 18 to 22, 2019
--------------------------------------------------------
Company Ticker Coupon Bid Price Maturity
------- ------ ------ --------- --------
AT&T Inc T 5.000 104.154 3/1/2021
Aceto Corp ACET 2.000 58.500 11/1/2020
Acosta Inc ACOSTA 7.750 16.250 10/1/2022
Acosta Inc ACOSTA 7.750 16.286 10/1/2022
Aegerion
Pharmaceuticals Inc AEGR 2.000 68.250 8/15/2019
BPZ Resources Inc BPZR 6.500 3.017 3/1/2015
BPZ Resources Inc BPZR 6.500 3.017 3/1/2049
Bon-Ton Department
Stores Inc/The BONT 8.000 8.250 6/15/2021
Boston Scientific Corp BSX 6.000 102.293 1/15/2020
Bristow Group Inc BRS 6.250 18.506 10/15/2022
Bristow Group Inc BRS 4.500 21.000 6/1/2023
Cenveo Corp CVO 6.000 25.750 8/1/2019
Cenveo Corp CVO 8.500 1.346 9/15/2022
Cenveo Corp CVO 8.500 1.346 9/15/2022
Cenveo Corp CVO 6.000 0.894 5/15/2024
Cenveo Corp CVO 6.000 25.750 8/1/2019
Chukchansi Economic
Development Authority CHUKCH 9.750 59.991 5/30/2020
Chukchansi Economic
Development Authority CHUKCH 10.250 59.334 5/30/2020
Cloud Peak Energy
Resources LLC /
Cloud Peak Energy
Finance Corp CLD 12.000 25.520 11/1/2021
Cloud Peak Energy
Resources LLC /
Cloud Peak Energy
Finance Corp CLD 6.375 6.972 3/15/2024
DBP Holding Corp DBPHLD 7.750 36.964 10/15/2020
DBP Holding Corp DBPHLD 7.750 36.964 10/15/2020
DFC Finance Corp DLLR 10.500 67.125 6/15/2020
DFC Finance Corp DLLR 10.500 67.125 6/15/2020
DIRECTV Holdings LLC /
DIRECTV Financing
Co Inc DTV 4.600 102.259 2/15/2021
DIRECTV Holdings LLC /
DIRECTV Financing
Co Inc DTV 5.000 103.597 3/1/2021
Ditech Holding Corp DHCP 9.000 9.500 12/31/2024
EI du Pont
de Nemours & Co DD 4.150 113.111 2/15/2043
EI du Pont de
de Nemours & Co DD 6.500 122.104 1/15/2028
EI du Pont
de Nemours & Co DD 5.600 116.328 12/15/2036
EP Energy LLC /
Everest Acquisition
Finance Inc EPENEG 8.000 30.222 2/15/2025
EP Energy LLC /
Everest Acquisition
Finance Inc EPENEG 9.375 45.196 5/1/2020
EP Energy LLC /
Everest Acquisition
Finance Inc EPENEG 9.375 31.939 5/1/2024
EP Energy LLC /
Everest Acquisition
Finance Inc EPENEG 7.750 25.015 9/1/2022
EP Energy LLC /
Everest Acquisition
Finance Inc EPENEG 9.375 31.926 5/1/2024
EP Energy LLC /
Everest Acquisition
Finance Inc EPENEG 8.000 30.156 2/15/2025
EP Energy LLC /
Everest Acquisition
Finance Inc EPENEG 7.750 25.000 9/1/2022
EP Energy LLC /
Everest Acquisition
Finance Inc EPENEG 7.750 25.000 9/1/2022
EXCO Resources Inc XCOO 7.500 9.125 9/15/2018
EXCO Resources Inc XCOO 8.500 17.750 4/15/2022
Endologix Inc ELGX 3.250 30.000 11/1/2020
Energy Conversion
Devices Inc ENER 3.000 7.875 6/15/2013
Energy Future
Intermediate Holding
Co LLC / EFIH
Finance Inc TXU 9.750 38.125 10/15/2019
Federal Farm Credit Banks FFCB 3.360 99.572 2/27/2025
Federal Farm Credit Banks FFCB 3.350 99.888 12/26/2023
Federal Farm Credit Banks FFCB 2.980 99.663 3/13/2023
Fleetwood Enterprises Inc FLTW 14.000 3.557 12/15/2011
Hexion Inc HXN 13.750 33.839 2/1/2022
Hexion Inc HXN 7.875 36.637 2/15/2023
Hexion Inc HXN 9.200 30.017 3/15/2021
Hexion Inc HXN 13.750 33.713 2/1/2022
HomeAway Inc EXPE 0.125 98.356 4/1/2019
Homer City Generation LP HOMCTY 8.137 38.750 10/1/2019
Hornbeck Offshore
Services Inc HOS 5.875 59.772 4/1/2020
Hornbeck Offshore
Services Inc HOS 5.000 54.615 3/1/2021
Huntsman
International LLC HUN 4.875 102.429 11/15/2020
Iconix Brand Group Inc ICON 5.750 25.000 8/15/2023
Jones Energy
Holdings LLC /
Jones Energy
Finance Corp JONE 6.750 5.286 4/1/2022
Jones Energy
Holdings LLC /
Jones Energy
Finance Corp JONE 9.250 4.448 3/15/2023
Legacy Reserves LP /
Legacy Reserves
Finance Corp LGCY 8.000 24.760 12/1/2020
Legacy Reserves LP /
Legacy Reserves
Finance Corp LGCY 6.625 22.674 12/1/2021
Lehman Brothers
Holdings Inc LEH 5.000 3.326 2/7/2009
Lehman Brothers
Holdings Inc LEH 2.000 3.326 3/3/2009
Lehman Brothers
Holdings Inc LEH 2.070 3.326 6/15/2009
Lehman Brothers
Holdings Inc LEH 1.383 3.326 6/15/2009
Lehman Brothers
Holdings Inc LEH 1.500 3.326 3/29/2013
Lehman Brothers
Holdings Inc LEH 1.600 3.326 11/5/2011
Lehman Brothers
Holdings Inc LEH 4.000 3.326 4/30/2009
Lehman Brothers Inc LEH 7.500 1.847 8/1/2026
MF Global Holdings Ltd MF 6.750 14.482 8/8/2016
MF Global Holdings Ltd MF 9.000 14.500 6/20/2038
MModal Inc MODL 10.750 6.125 8/15/2020
Mashantucket Western
Pequot Tribe MASHTU 7.350 17.000 7/1/2026
Monitronics
International Inc MONINT 9.125 19.397 4/1/2020
Morgan Stanley MS 4.177 99.352 3/30/2019
Murray Energy Corp MURREN 11.250 54.284 4/15/2021
Murray Energy Corp MURREN 11.250 54.600 4/15/2021
Murray Energy Corp MURREN 9.500 48.250 12/5/2020
Murray Energy Corp MURREN 9.500 48.250 12/5/2020
Oldapco Inc APPPAP 9.000 3.262 6/1/2020
Parker Drilling Co PKD 7.500 54.250 8/1/2020
Pernix Therapeutics
Holdings Inc PTX 4.250 0.500 4/1/2021
Pernix Therapeutics
Holdings Inc PTX 4.250 0.500 4/1/2021
Powerwave Technologies Inc PWAV 1.875 0.155 11/15/2024
Powerwave Technologies Inc PWAV 1.875 0.155 11/15/2024
Renco Metals Inc RENCO 11.500 24.750 7/1/2003
Rolta LLC RLTAIN 10.750 10.392 5/16/2018
Sable Permian Resources
Land LLC / AEPB
Finance Corp AMEPER 7.125 34.934 11/1/2020
Sable Permian Resources
Land LLC / AEPB
Finance Corp AMEPER 9.233 34.500 8/1/2019
Sable Permian Resources
Land LLC / AEPB
Finance Corp AMEPER 7.375 35.195 11/1/2021
Sable Permian Resources
Land LLC / AEPB
Finance Corp AMEPER 7.125 34.970 11/1/2020
Sable Permian Resources
Land LLC / AEPB
Finance Corp AMEPER 7.375 35.392 11/1/2021
Sable Permian Resources
Land LLC / AEPB
Finance Corp AMEPER 9.233 33.986 8/1/2019
Sanchez Energy Corp SNEC 6.125 14.814 1/15/2023
Sanchez Energy Corp SNEC 7.750 14.992 6/15/2021
SandRidge Energy Inc SD 7.500 0.868 2/15/2023
Sears Roebuck
Acceptance Corp SHLD 7.500 79.625 10/15/2027
Sempra Texas
Holdings Corp TXU 5.550 13.500 11/15/2014
Shopko Stores Inc SKO 9.250 2.550 3/15/2022
SiTV LLC / SiTV
Finance Inc NUVOTV 10.375 24.250 7/1/2019
SiTV LLC / SiTV
Finance Inc NUVOTV 10.375 24.500 7/1/2019
Springleaf Finance Corp AMGFIN 5.250 101.202 12/15/2019
Sungard Availability
Services Capital Inc SUNASC 8.750 4.000 4/1/2022
Sungard Availability
Services Capital Inc SUNASC 8.750 4.032 4/1/2022
Synergy
Pharmaceuticals Inc SGYP 7.500 53.250 11/1/2019
TerraVia Holdings Inc TVIA 6.000 4.644 2/1/2018
Toys R Us - Delaware Inc TOY 8.750 1.173 9/1/2021
Transworld Systems Inc TSIACQ 9.500 26.000 8/15/2021
Transworld Systems Inc TSIACQ 9.500 26.000 8/15/2021
UCI International LLC UCII 8.625 4.780 2/15/2019
Ultra Resources Inc UPL 7.125 21.739 4/15/2025
Ultra Resources Inc UPL 6.875 33.511 4/15/2022
Ultra Resources Inc UPL 6.875 33.553 4/15/2022
Ultra Resources Inc UPL 7.125 21.739 4/15/2025
Verizon
Communications Inc VZ 3.000 100.488 11/1/2021
Walter Energy Inc WLTG 8.500 0.834 4/15/2021
Walter Energy Inc WLTG 9.875 0.834 12/15/2020
Walter Energy Inc WLTG 9.875 0.834 12/15/2020
Walter Energy Inc WLTG 9.875 0.834 12/15/2020
Westmoreland Coal Co WLBA 8.750 45.433 1/1/2022
Weyerhaeuser Co WY 7.375 102.109 10/1/2019
Windstream Services LLC /
Windstream Finance Corp WIN 6.375 27.500 8/1/2023
Windstream Services LLC /
Windstream Finance Corp WIN 7.750 28.063 10/15/2020
Windstream Services LLC /
Windstream Finance Corp WIN 6.375 25.250 8/1/2023
Windstream Services LLC /
Windstream Finance Corp WIN 7.750 29.250 10/1/2021
Windstream Services LLC /
Windstream Finance Corp WIN 7.500 30.000 4/1/2023
Windstream Services LLC /
Windstream Finance Corp WIN 7.500 28.063 6/1/2022
Windstream Services LLC /
Windstream Finance Corp WIN 8.750 28.000 12/15/2024
Windstream Services LLC /
Windstream Finance Corp WIN 6.375 23.500 8/1/2023
Windstream Services LLC /
Windstream Finance Corp WIN 8.750 25.031 12/15/2024
Windstream Services LLC /
Windstream Finance Corp WIN 7.750 27.623 10/15/2020
Windstream Services LLC /
Windstream Finance Corp WIN 7.750 29.038 10/1/2021
Windstream Services LLC /
Windstream Finance Corp WIN 7.750 27.623 10/15/2020
Windstream Services LLC /
Windstream Finance Corp WIN 7.750 29.038 10/1/2021
iHeartCommunications Inc IHRT 9.000 68.000 12/15/2019
iHeartCommunications Inc IHRT 14.000 12.750 2/1/2021
iHeartCommunications Inc IHRT 6.875 10.625 6/15/2018
iHeartCommunications Inc IHRT 7.250 10.750 10/15/2027
iHeartCommunications Inc IHRT 9.000 71.063 12/15/2019
iHeartCommunications Inc IHRT 14.000 13.369 2/1/2021
iHeartCommunications Inc IHRT 9.000 71.063 12/15/2019
iHeartCommunications Inc IHRT 9.000 71.063 12/15/2019
iHeartCommunications Inc IHRT 14.000 13.369 2/1/2021
rue21 inc RUE 9.000 1.470 10/15/2021
*********
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 ***