/raid1/www/Hosts/bankrupt/TCR_Public/190607.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Friday, June 7, 2019, Vol. 23, No. 157
Headlines
1011778 BC: Moody's Alters Outlook on B1 CFR to Positive
15005 NW CORNELL: Seeks to Hire Perkins Coie as Counsel
3MB LLC: Lender Files Chapter 11 Plan of Liquidation
41-23 HAIGHT STREET: Involuntary Chapter 11 Case Summary
73-75 WILLOW: Amends Treatment of Ocwen's Secured Claims
A V CAR & HOME: Welch Family Objects to Disclosure Statement
ADVANCED COLLISION: June 26 Hearing on Disclosure Statement
AEGIS TOXICOLOGY: S&P Places 'B' ICR on CreditWatch Negative
ALTADENA LINCOLN: Hires Matthews Retail as Leasing Broker
AMERICAN FORKLIFT: June 20 Evidentiary Hearing on Plan Confirmation
AMERICAN TECHNICAL: Ecker Capital Objects to Disclosure Statement
ANGELS FOR KIDS: Seeks to Hire Bartolome Law as Counsel
APTIM CORP: S&P Downgrades ICR to CCC+ on Increased Debt Leverage
AREABEATS PROPERTIES: June 20 Plan Confirmation Hearing
AVINGER INC: Has Until Dec. 2 to Regain Nasdaq Compliance
BARKER BOATWORKS: Johnson Pope Represents Two Deposit Holders
BARKER BOATWORKS: Plan Confirmation Hearing Set for June 12
BENTWOOD FARMS: Ward and Smith Represents Agrifund, et al.
BIOPLAN USA: S&P Cuts ICR to 'CCC+' on Sustained Cash Flow Weakness
BLACK MOUNTAIN: Seeks to Hire Sunbelt, Jorant as Brokers
BOOKER-EVERS REAL: Unsecureds to Get Paid from Sale Proceeds
BRICK OVEN PIZZA: Hires Robert C. Nisenson as Attorney
BRIGHT FUTURE: Hires Cushner & Associates as Attorney
CAMBER ENERGY: Regains Compliance with NYSE Listing Rules
CASCADE PARENT: S&P Assigns 'B-' ICR, Rates $610MM Debt 'B-'
CELLA III: Case Summary & 6 Unsecured Creditors
CHICAGO SURGICAL: Seeks to Hire Susan Bogart as Special Counsel
CLARKSBURG MEDICAL: Seeks to Hire McNamee Hosea as Counsel
CLEARWATER CAY: Chapter 9 Voluntary Chapter 11 Case Summary
CLOUD PEAK: Seeks to Hire Centerview as Investment Banker
CLOUD PEAK: Seeks to Hire FTI Consulting as Financial Advisor
CLOUD PEAK: Seeks to Hire Prime Clerk as Administrative Advisor
CLOUD PEAK: Seeks to Hire Richards Layton as Co-Counsel
CLOUD PEAK: Seeks to Hire Vinson & Elkins as Counsel
COLUMBUS DOWNTOWN: S&P Cuts Housing Rental Rev. Bond Rating to CCC+
CYPRESS SEMICONDUCTOR: S&P Places 'BB+' ICR on Watch Positive
CYTOSORBENTS CORP: All Four Proposals Approved at Annual Meeting
DON ROBERTS: Roggow Law Represents Two ACA Subsidiaries
DURA AUTOMOTIVE: Moody's Withdraws B3 CFR on Closing Delay
ETA ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
FIRSTENERGY SOLUTIONS: Hires Black vMcCuskey as Special Counsel
GASPER RICE: Taps Briggs & Veselka as Accountant
GAUCHO GROUP: Raises $1.4 Million in Common Stock Sale
GCI LLC: S&P Assigns 'B' Rating on New $300MM Sr. Unsecured Notes
GLATFELTER (P.H.) CO: S&P Affirms 'BB+' Long-Term ICR
GLOBAL HEALTHCARE: Appoints Director to Fill Board Vacancy
GRUBHUB INC: S&P Assigns 'BB' Issuer Credit Rating; Outlook Stable
HANNAH SOLAR: Seeks to Hire Portnoy Garner as Co-Counsel
HARVARD CIDER: Involuntary Chapter 11 Case Summary
HARVEY MOORE: Hires Mr. Murphy of Ankura Consulting as CRO
HARVEY MOORE: Seeks to Hire Stichter Riedel as Counsel
HEXION HOLDINGS: Hires Ernst & Young as Tax Advisor
HIGH TIMES: Amended Plan Modifies Treatment of CMIYA Secured Claims
HOLLY ACADEMY, MI: S&P Lowers Bond Rating to BB+, Outlook Stable
ICONIX BRAND: Gets Additional Noncompliance Notice from Nasdaq
IPS WORLDWIDE: Trustee Hires Klayer and Associates as Accountant
KAIZEN EDUCATION FOUNDATION, AZ: S&P Cuts Rev. Bond Rating to 'BB'
KNEL ACQUISITION: S&P Downgrades ICR to 'B-'; Outlook Negative
KONA GRILL: Seeks to Hire Epiq as Administrative Advisor
LEGACY RESERVES: S&P Lowers ICR to 'D' on Missed Interest Payment
M & C PARTNERSHIP: Case Summary & 5 Unsecured Creditors
MAIREC PRECIOUS: Trustee Seeks to Hire Haynsworth as Counsel
MCAFEE LLC: S&P Affirms 'B' ICR on Debt-Funded Dividend Payment
MEMORY CARE: Case Summary & 30 Largest Unsecured Creditors
MIRPLASTICS LLC: Taps Lalka Tax Services as Accountant
MITCHELL LANE: Hires Hasbani & Light as Counsel
MORTENT M.M. CORP: Hires Forchelli Deegan as Counsel
MRO HOLDINGS: S&P Cuts ICR to B+ on Close of Debt-Financed Dividend
NANOMECH INC: Hires Treliant LLC as Financial Consultant
NYMD GREEN LAKE: Case Summary & 12 Unsecured Creditors
OAKSHIRE MUSHROOM: Hires Beiler-Campbell as Real Estate Broker
PFB INTERMEDIATE: SSG Acted as Adviser in Brown Jordan Asset Sale
PG&E CORPORATION: Hires Deloitte & Touche as Auditor
PG&E CORPORATION: Hires Morrison & Foerster as Special Counsel
PHUNWARE INC: Signs Note Purchase Agreement
QUALITY ONE: Taps David A. Mucklow, Gibson & Moran as Counsel
RENNOVA HEALTH: Amends Arbitration Proceeding Settlement
SAM KANE BEEF: Naman Howell, Stokes Advise Cattle Feeders
SANTA PAULA: Case Summary & 3 Unsecured Creditors
SECOND LINE: Case Summary & 20 Largest Unsecured Creditors
SEVEN STARS: Case Summary & 11 Unsecured Creditors
SMS ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
SPS ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
SWAIN HOLDING: Voluntary Chapter 11 Case Summary
T&N FOUNTAIN: Seeks to Hire Weiland Golden as Legal Counsel
TAJAY RESTAURANTS: Seeks to Hire Waller Lansden as Counsel
TERRE HAUTE: S&P Ups 2013 Tax-Increment Rev. Bond Rating to 'BB+'
TIBCO SOFTWARE: S&P Rates Sr. Secured Bank Credit Facilities 'B'
VIRGINIA TRUE: Seeks to Hire Pick & Zabicki as Legal Counsel
VRIO CORP: Moody's Withdraws B2 CFR on Insufficient Information
W/S PACKAGING: S&P Affirms 'B' Issuer Credit Rating, Off Watch Neg
WEST CORP: Moody's Cuts CFR to B2 & Unsec. Notes to Caa1
YUM! BRANDS: Moody's Puts Ba3 CFR on Review for Upgrade
[^] BOOK REVIEW: AS WE FORGIVE OUR DEBTORS
*********
1011778 BC: Moody's Alters Outlook on B1 CFR to Positive
--------------------------------------------------------
Moody's Investors Service changed the outlook for 1011778 B.C
Unlimited Liability Co. to positive from stable. In addition,
Moody's affirmed the company's B1 Corporate Family Rating, B1-PD
Probability of Default Rating, Ba3 secured first lien bank ratings,
Ba3 secured first lien note rating, and B3 secured second lien note
rating. Moody's also affirmed Tim Hortons Inc.'s B2 senior
unsecured legacy notes rating. 1011778 B.C.'s SGL-1 Speculative
Grade Liquidity Rating was also affirmed.
"The change in outlook to positive from stable reflects 1011778
B.C.'s steady operating performance and our expectation that the
company's solid pipeline of new product offerings, constant focus
on costs, growth initiatives and debt reduction will result in
improving earnings and credit metrics." stated Bill Fahy, Moody's
Senior Credit Officer. "Improved operating trends along with cost
reductions have generated improved earnings and credit metrics with
debt to EBITDA of about 5.6 times and EBIT to interest coverage of
3.1 times for the LTM period ending March 31, 2019." stated Fahy.
RATINGS RATIONALE
1011778 B.C. benefits from its brand recognition and meaningful
scale in terms of systemwide units of the company's three concepts,
Burger King, Popeyes and Tim Horton's, a franchised focused
business model that provides more stability to earnings and cash
flow, diversified day part and food offerings, and very good
liquidity. The company is constrained by its high leverage, modest
retained cash flow to debt, and relatively aggressive financial
policy as all free cash is returned to shareholders. The ratings
also reflect the high levels of promotional activities by
competitors and a value focused consumer that will continue to
pressure same store operating performance.
Ratings affirmed are:
Outlook Actions:
Issuer: 1011778 B.C. Unltd Liability Co.
Outlook, Changed To Positive From Stable
Affirmations:
Issuer: 1011778 B.C. Unltd Liability Co.
Probability of Default Rating, Affirmed B1-PD
Speculative Grade Liquidity Rating, Affirmed SGL-1
Corporate Family Rating, Affirmed B1
Senior Secured Bank Credit Facility, Affirmed Ba3 (LGD3)
Senior Secured Regular Bond/Debenture, Affirmed B3 (LGD5)
Senior Secured Regular Bond/Debenture, Affirmed Ba3 (LGD3)
Issuer: Tim Hortons Inc.
Senior Unsecured Regular Bond/Debenture, Affirmed B2 (LGD5)
The positive outlook reflects its view that the company's steady
pipeline of new product offerings, constant focus on costs, new
franchisee agreements and debt reduction will result in a steady
improvement in earnings and credit metrics over the next 12-18
months.
Factors that could result in an upgrade include a sustained
strengthening of debt protection metrics with debt to EBITDA of
around 5.0 times and EBIT coverage of interest remaining around 3.0
times. A higher rating would also require the company's commitment
to preserving credit metrics during periods of operating
difficulties and to maintain very good liquidity.
Factors that could result in a downgrade include debt to EBITDA
rising above 5.75 times or EBIT to interest approaching 1.75 times
on a sustained basis.
1011778 B.C. Unlimited Liability Company, owns, operates and
franchises over 17,823 Burger King hamburger quick service
restaurants, more than 4,866 Tim Hortons restaurants and over 3,120
Popeyes restaurants. Annual revenues are around $5.4 billion,
although systemwide sales are over $30 billion. 3G Restaurant
Brands Holdings LP, owns approximately 41% of the combined voting
power with respect to RBI and is affiliated with private investment
firm 3G Capital Partners, Ltd.
15005 NW CORNELL: Seeks to Hire Perkins Coie as Counsel
-------------------------------------------------------
15005 NW Cornell LLC, seeks authority from the U.S. Bankruptcy
Court for the District of Oregon to employ Perkins Coie LLP, as
counsel to the Debtor.
15005 NW Cornell requires Perkins Coie to:
a. advise the Debtor of its rights, powers and duties as
debtor and debtor-in-possession continuing to operate and
manage its businesses and property under Chapter 11 of the
Bankruptcy Code;
b. take all actions necessary to protect and preserve the
Debtor's bankruptcy estate, including the prosecution of
actions on Debtor's behalf, the defense of any action
commenced against the Debtor, negotiations concerning all
litigation in which Debtor is involved, objections to
claims filed against the Debtor in this bankruptcy case,
and the compromise or settlement of claims;
c. advise the Debtor concerning, and prepare on behalf of
the Debtor, all necessary applications, motions, memoranda,
responses, complaints, answers, orders, notices, reports
and other papers, and review all financial and other
reports required from Debtor as debtor-in-possession in the
administration of this Chapter 11 case;
d. advise the Debtor with respect to, and assist in the
negotiation and documentation of, financing agreements,
debt and cash collateral orders, and related transactions;
e. review the nature and validity of any liens asserted
against the Debtor's properties and advise the Debtor
concerning the enforceability of such liens;
f. advise the Debtor regarding (i) its ability to initiate
actions to collect and recover property for the benefit of
its estate; (ii) any potential property dispositions; and
(iii) executory contract and unexpired lease assumptions,
assignments and rejections, and lease restructuring and
recharacterizations;
g. negotiate with creditors concerning a plan of
reorganization; prepare the plan of reorganization,
disclosure statement and related documents; take the steps
necessary to confirm and implement the plan of
reorganization, including, if needed, negotiations for
financing the plan; and
h. provide such other legal advice or services as may be
required in this Chapter 11 case or the general operation
and management of the Debtor's business.
Perkins Coie will be paid at these hourly rates:
Douglas Pahl, Partner $550
Matthew Mertens, Associate $430
Kimberly McClure, Paralegal $270
Perkins Coie will be paid a retainer in the amount of $15,000.
Perkins Coie will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Douglas Pahl, a partner at Perkins Coie, assured the Court that the
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code and does not represent any interest
adverse to the Debtor and its estates.
Perkins Coie can be reached at:
Douglas Pahl, Esq.
Matthew Mertens, Esq.
PERKINS COIE LLP
1120 N.W. Couch Street, 10th Floor
Portland, OR 97209-4128
Tel: (503) 727-2000
Fax: (503) 727-2222
E-mail: DPahl@perkinscoie.com
MMertens@perkinscoie.com
About 15005 NW Cornell
15005 NW Cornell LLC, based in Beaverton, OR, filed a Chapter 11
petition (Bankr. D. Or. Case No. 19-31883) on May 21, 2019. In the
petition signed by Vahan Megar Dinihanian, Jr., member, the Debtor
estimated $10 million to $50 million in assets and $1 million to
$10 million in liabilities. The Hon. Trish M. Brown oversees the
case. Douglas Pahl, a partner of Perkins Coie LLP, serves as
bankruptcy counsel.
3MB LLC: Lender Files Chapter 11 Plan of Liquidation
----------------------------------------------------
Lender U.S. Bank National Association, as Trustee, as
successor-in-interest to Bank of America, N.A., as Trustee, as
successor by merger to LaSalle Bank National Association, as
Trustee, for the registered holders of Bear Stearns Commercial
Mortgage Securities Inc., Commercial Mortgage Pass-Through
Certificates, Series 2007-PWR16, filed a Chapter 11 Plan of
Liquidation and accompanying disclosure statement for 3MB, LLC.
Class 3 General Unsecured Claims: The Class 3 General Unsecured
Claims that are liquidated and marked in the Debtor's schedules as
being in dispute total $10,619 and will be treated as follows: Each
Holder of an Allowed Class 3 General Unsecured Claim shall receive
in full satisfaction, settlement, release, extinguishment and
discharge of such Claim: (a) a pro rata distribution of $25,000 in
Cash from the Effective Date Cash; and (b) a pro rata distribution
in Cash, up to each Holder's Allowed Class 3 General Unsecured
Claim (which shall not include interest), of all proceeds resulting
from the sale of the Shopping Center after the Class 2 Lender's
Secured Claim is paid in full; or (b) such other treatment on such
other terms and conditions as may be agreed upon in writing by the
Holder of such Claim and Lender; provided, however, that any
Allowed Class 3 General Unsecured Claim whose Claim is covered by
an insurance policy of the Debtor shall first be paid from such
policy before obtaining a distribution as to any unpaid portion of
its Allowed Claim as provided herein.
On the Effective Date, the Debtor shall transfer all of the
Effective Date Cash to the Lender, who will be responsible for
making all Cash distributions to Holders of Allowed Claims. The
Lender anticipates that the Effective Date Cash will be at least
$60,000. Additionally, the Debtor will hire a real estate broker,
who will be responsible for marketing and selling the Shopping
Center. As soon as practicably possible after the sale of the
Shopping Center closes, assuming the sale price for the Shopping
Center exceeds the Allowed Lender's Class 2 Secured Claim and all
transaction costs associated with such sale, the Debtor will
distribute the sale proceeds to Holders of Allowed Claims. To the
extent that the Effective Date Cash is insufficient to fully
satisfy all Allowed Administrative Claims, and to the extent that
the Effective Date Cash is insufficient to fully satisfy all Class
1 Allowed Claims, the Lender will fund any shortfall, and the
amount of any such shortfall will be added to the Class 2 Lender's
Secured Claim.
A full-text copy of the Disclosure Statement dated May 20, 2019, is
available at https://tinyurl.com/y5zvz4tx from PacerMonitor.com at
no charge.
On July 2, 2019 at 10:30 a.m., the Lender will move the Bankruptcy
Court for entry of an order (1) Approving Disclosure Statement in
Support of Chapter 11 Plan; (2) Approving Plan Solicitation, Notice
and Voting Procedures; (3) Approving Forms of Notice and Ballots;
and (4) Establishing Plan Confirmation Deadlines and Procedures.
That any opposition to this Motion must be in writing and served
and filed with this Court not less than fourteen (14) days before
the date of the hearing scheduled on the Motion.
Attorneys for the Secured Creditor:
David M. Neff, III, Esq.
Amir Gamliel, Esq.
PERKINS COIE LLP
1888 Century Park E., Suite 1700
Los Angeles, CA 90067-1721
Tel: (310) 788-9900
Fax: (310) 788-3399
Email: DNeff@perkinscoie.com
AGamliel@perkinscoie.com
About 3MB LLC
3MB, LLC is a general contractor in Bakersfield, California,
specializing in shopping center development. 3MB, LLC, sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.
Calif. Case No. 18-14663) on Nov. 19, 2018. At the time of the
filing, the Debtor estimated assets of $10 million to $50 million
and liabilities of $1 million to $10 million. The case has been
assigned to Judge Rene Lastreto II. The Law Offices of Leonard K.
Welsh is the Debtor's counsel.
41-23 HAIGHT STREET: Involuntary Chapter 11 Case Summary
--------------------------------------------------------
Alleged Debtor: 41-23 Haight Street Realty, Inc.
c/o J Developments
87-10 Queens Blvd
Elmhurst, NY 11373
Business Description: 41-23 Haight Street Realty, Inc. is a
Single Asset Real Estate (as defined
in 11 U.S.C. Section 101(51B).
Involuntary
Chapter 11
Petition Date: June 4, 2019
Court: United States Bankruptcy Court
Eastern District of New York
(Brooklyn)
Case Number: 19-43441
Judge: Hon. Nancy Hershey Lord
Petitioners' Counsel: Sylvia Pihui Tsai, Esq.
GENG & ASSOCIATES, P.C.
39-07 Prince Street, Suite 3E
Flushing, NY 11354
Tel: 718-569-6878
Fax: 718-321-7006
E-mail: sylviatsai@law-gz.com
sylviatsai@lawgz.com
List of Petitioners:
Name Nature of Claim Claim Amount
----------- --------------- ------------
Amy Johnson Breach of Contract $262,000
aka Wen Mei Wang
3493 Shores Road
Murfreesboro, TN 37128
Xian Kang Zhang Breach of Contract $262,000
607 Lillard Road
Murfreesboro, TN 37128
Yu Qing Wang Breach of Contract $262,000
3720 Gus Thomasson Road #305
Mesquite, TX
A full-text copy of the Involuntary Petition is available for free
at:
http://bankrupt.com/misc/nyeb19-43441.pdf
73-75 WILLOW: Amends Treatment of Ocwen's Secured Claims
--------------------------------------------------------
73-75 Willow Street, LLC, a Connecticut limited liability company,
filed an amended plan of reorganization and accompanying disclosure
statement to modify the treatment of claims.
The Debtor and Ocwen Loan Servicing LLC have entered into a
Stipulation regarding the terms and conditions of the treatment and
payment of Ocwen's claim. The Stipulation was filed with the Court
on May 6, 2019. The second mortgage holder, Ebay Wanted, Inc., who
has a $55,000 recorded mortgage on the Property has not filed a
proof of claim. The Debtor listed the Ebay Wanted claim as a
disputed claim on its schedules because it did not know the current
amount of the Ebay Wanted claim. In connection with its Plan, Ebay
Wanted has agreed to release its mortgage and have its claim of
$55,000 treated as wholly unsecured.
Class 2 Impaired . Ocwen Loan Servicing LLC shall have an allowed
secured claim of $150,000, payable over the term of 18 years with
7.5% interest and in accordance with the Stipulation. The Debtor
shall commence making adequate protection payments in the amount of
$1,267.46 P&I plus $541.80 for escrow for a total monthly payment
of $1,809.26 commencing on April 1, 2019 and continuing on the
first of each month up until the last month upon which confirmation
of the Chapter 11 case confirms. Said payments shall constitute
adequate protection payments during the pre-confirmation period. In
the event the Chapter 11 case confirms and all monthly payments are
timely made, Ocwen Loan Servicing LLC's claim shall be modified to
a secured claim of $150,000.00 on the 1st day of the month
following confirmation of the case. The modified claim of
$150,000.00 shall be paid over 18 years at a fixed interest rate of
7.5% in equal monthly installments of $1,267.46 P&I plus $541.80
for escrow for a total payment of $1,809.26 on the 1st of each
month until paid in full.
A full-text copy of the Disclosure Statement dated May 22, 2019, is
available at https://tinyurl.com/yxztubhx from PacerMonitor.com at
no charge.
A redlined version of the Amended Disclosure Statement dated May
22, 2019, is available at https://tinyurl.com/yy73wkuc from
PacerMonitor.com at no charge.
73-75 Willow Street, LLC filed for Chapter 11 bankruptcy (Bankr. D.
Conn. Case No. 18-50825) on June 28, 2018, listing under $1 million
in both assets and liabilities. Judge Julia A. Manning oversees
the case.
A V CAR & HOME: Welch Family Objects to Disclosure Statement
------------------------------------------------------------
Welch Family Limited Partnership Four and Welch Family Limited
Partnership Nine object to the adequacy of the Disclosure Statement
explaining A V Car & Home LLC's Chapter 11 Plan.
Welch Entities point out that the Disclosure Statement incorrectly
states that AV Car has received an offer to purchase the Property
from Welch Nine for $1,975,000 which could be consummated without
adjudication of the Adverse Possession Case.
Welch Entities further point out that the Disclosure Statement
should state that AV Car and the Trustee have entered into an Asset
Purchase Agreement with Welch Four for the Property for $1,975,000
which can be consummated without adjudication of the Adverse
Possession Case.
Welch Entities complain that the Disclosure Statement incorrectly
states that the court has scheduled a hearing on the amended motion
to dismiss for April 23, 2019, the correct date is June 18, 2019.
Welch Entities assert that the Disclosure Statement contains
misleading information regarding the alleged purchase offer from
Taja Investments, LLC, and the financing for the alleged offer, the
Capital Bank letter relates to a previous offer from Taja
Investments, LLC, which was contingent on clear title.
According to Welch Entities the Disclosure Statement incorrectly
states at Par. C, Article IV, that the Auction will occur on April
25, 2019, the Auction, if it occurs, will take place on June 18,
2019.
Attorney for the Welch Entities:
David S. Musgrave, Esq.
Gordon Feinblatt LLC
233 East Redwood Street
Baltimore, MD 21202
Tel: (410) 576-4194
Fax: (410) 576-4196
Email: dmusgrave@gfrlaw.com
About A V Car & Home
A V Car & Home LLC, a company based in Washington, DC, is engaged
in activities related to real estate. A V Car & Home sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. D.D.C.
Case No. 18-00434) on June 20, 2018. In the petition signed by
Shawntell Parker, authorized representative, the Debtor estimated
assets of $1 million to $10 million and liabilities of $1 million
to $10 million. Judge Martin S. Teel, Jr., presides over the
case.
The Debtor is represented by Janet M. Nesse, Esq., and Justin P.
Fasano, Esq., at McNamee, Hosea, Jernigan, Kim, Greenan & Lynch,
P.A., in Greenbelt, Maryland.
ADVANCED COLLISION: June 26 Hearing on Disclosure Statement
-----------------------------------------------------------
The hearing on final approval of the disclosure statement and the
hearing on confirmation of the plan of Advanced Collision, Inc.,
will be held before Honorable Michael J. Kaplan, United States
Bankruptcy Judge on June 26, 2019, at 11 A.M.
June 21, 2019 is fixed as the last day for filing and serving
written objections to the disclosure statement and confirmation of
the plan.
Ballots accepting or rejecting this plan may be filed with the
Clerk of Court at any time before the confirmation hearing or any
continuation.
About Advanced Collision
Advanced Collision, Inc., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D.N.Y. Case No. 19-10083) on Jan. 17,
2019. The case is assigned to Judge Michael J. Kaplan. The Debtor
is represented by Arthur G. Baumeister, Jr., Esq., of Baumeister
Denz LLP.
AEGIS TOXICOLOGY: S&P Places 'B' ICR on CreditWatch Negative
------------------------------------------------------------
S&P Global Ratings placed its ratings on Aegis Toxicology Sciences
Corp., including the 'B' issuer credit rating, on CreditWatch with
negative implications.
The CreditWatch placement follows the announcement that Aegis
delayed filing its annual audit for a second time and signed an
amendment to extend the reporting deadline until June 14, 2019.
S&P expects to resolve the CreditWatch when it receives the final
audited financial statements.
"We could lower the rating if there are extended delays in Aegis'
filings or if we believe cash flow generation will decline
materially. We could affirm the rating and revise the outlook back
to stable if we gain confidence that the company is resolving the
issues and can generate free operating cash flow of at least $10
million," S&P said.
ALTADENA LINCOLN: Hires Matthews Retail as Leasing Broker
---------------------------------------------------------
Altadena Lincoln Crossing LLC seeks authority from the U.S.
Bankruptcy Court for the Central District of California to employ
Matthews Retail Group, Inc. d/b/a Matthews Real Estate Investment
Services, as leasing broker to the Debtor.
Altadena Lincoln requires Matthews Retail to advise and assist the
Debtor with respect to leasing the Debtor's real property located
at 2220-2216 N. Lincoln Avenue, Altadena, CA 91001, and will work
to obtain leasing offers from new tenants.
Matthews Retail will be paid a commission of 6% of the total fixed
minimum rent payable by a tenant for the first 60 months in which
rent is to be paid pursuant to an applicable lease, plus 3% of the
total fixed minimum rent payable by a tenant for the next 60 months
in which rent is to be paid pursuant to an applicable lease, plus
1% of the total fixed minimum rent payable by a tenant for the
remainder of the term of such lease.
Matthews Retail will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Michael Pakravan, director of Matthews Retail Group, Inc. d/b/a
Matthews Real Estate Investment Services, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estates.
Matthews Retail can be reached at:
Michael Pakravan
MATTHEWS RETAIL GROUP, INC.
D/B/A MATTHEWS REAL ESTATE INVESTMENT SERVICES
841 Apollo Street, Suite 150
El Segundo, CA 90245
Tel: (866) 889-0550
About Altadena Lincoln Crossing
Headquartered in Pasadena, California, Altadena Lincoln Crossing
LLC, a Delaware limited liability company, filed for Chapter 11
bankruptcy protection (Bankr. C.D. Cal. Case No. 17-14276) on April
7, 2017. In the petition signed by Greg Galletly, manager, the
Debtor estimated both assets and liabilities at between $10 million
and $50 million.
The Debtor is an affiliate of BGM Pasadena, LLC, which sought
bankruptcy protection (Bankr. C.D. Cal. Case No. 15-27833) on Nov.
20, 2015.
Judge Julia W. Brand oversees Altadena's case.
James A Tiemstra, Esq., at Tiemstra Law Group PC, serves as the
Debtor's bankruptcy counsel. Gregory M. Salvatao Esq., at Salvato
Law Offices, serves as the Debtor's general bankruptcy and
litigation counsel. Coldwell Banker Commercial North Country
serves as the Debtor's real estate broker.
AMERICAN FORKLIFT: June 20 Evidentiary Hearing on Plan Confirmation
-------------------------------------------------------------------
The Disclosure Statement explaining the Chapter 11 Plan of American
Forklift Rental & Supply, LLC, is conditionally approved.
An evidentiary hearing will be held on June 20, 2019, at 02:45 PM
in Courtroom 6D, 6th Floor, George C. Young Courthouse, 400 West
Washington Street, Orlando, FL 32801 to consider and rule on the
disclosure statement and any objections or modifications and, if
the Court determines that the disclosure statement contains
adequate information, to conduct a confirmation hearing.
Creditors and other parties in interest shall file written
acceptances or rejections of the plan (ballots) no later than seven
days before the date of the Confirmation Hearing.
Any party desiring to object to the disclosure statement or to
confirmation shall file its objection no later than seven days
before the date of the Confirmation Hearing.
The debtor shall file a ballot tabulation no later than four days
before the date of the Confirmation Hearing.
About American Forklift
American Forklift Rental & Supply, LLC --
https://www.americanforkliftrental.com/ -- specializes in forklift
rentals for the Central Florida area including Orlando, Tampa,
Lakeland, Orange County, Polk County, Lake County, and surrounding
areas. It also offers new and used sales on a wide variety of
forklifts.
American Forklift sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-04155) on July 12,
2018. In the petition signed by Joseph Garcia, Jr., managing
member, the Debtor estimated assets of $1 million to $10 million
and liabilities of $1 million to $10 million. Judge Cynthia C.
Jackson presides over the case. Melissa A. Youngman, Esq., in
Altamonte Springs, Florida, is the Debtor's legal counsel. No
official committee of unsecured creditors has been appointed.
AMERICAN TECHNICAL: Ecker Capital Objects to Disclosure Statement
-----------------------------------------------------------------
Ecker Capital LLC objects to the final approval of the Second
Amended Disclosure Statement explaining the Chapter 11 Plan of
American Technical Services, Inc.
Ecker points out that the Debtor fails to explain how the Debtor
has remedied the continued cash flow issues of the business.
Ecker further points out that additionally it is not disclosed
what, if any, involvement the Debtor's president, Cheryll Zivolich,
will be able to have given her stroke that left her unable to
continue her day to day management and administration of the
Debtor.
Ecker complains that the Debtor's Second Amended Disclosure
Statement artificially impairs various classes in what appears to
be an attempt to sway the votes.
According to Ecker, additionally, the Debtor's Plan states in Class
1.2 "only the insider wage claim of Craig Zivolich remains unpaid
at this time. By virtue of Mr. Zivolich's status as an insider, he
will defer distribution on this wage claim until other Class 3.1
claims are paid."
Ecker asserts that given that the employees were paid in the
ordinary course they are thus unimpaired and should be listed so as
their contract rights were and are unaffected by the bankruptcy.
Ecker points out that the Court in Footnote 2 of the Order: 1)
Sustaining Ecker's Objection to Debtor's Motion to Extend
Exclusivity and 2) Denying Extension of Exclusivity states "the
Amended Plan is basically a reformatted version of the original
Plan of Reorganization with little or no substantive change, it
relates back to the date of the original plan, which was timely
filed on April 3, 2019."
Ecker further points out it is not that a Debtor is prohibited
entirely from getting more time to confirm its proposed Plan, it is
that if more time is necessary, it must comply with the specific
extension requirements as laid out in the Bankruptcy Code.
Ecker complains that in this case, the Debtor is aware of the
requirements under 1121(e) and failed to file any motion seeking an
extension of the deadline.
According to Ecker, the Debtor has attempted to artificially impair
various classes of claims in order to gerrymander voting classes.
Ecker asserts that given that the Debtor scheduled the claims and
failed to object to the claims until after.
Ecker filed its own Chapter 11 Plan of Reorganization shows that
the Debtor has not filed their Plan in good faith and instead
appears to be attempting to take substantial money pre-petition
without any intent on paying it back.
Ecker complains that the Debtor’s Plan takes over forty-two
months to pay creditors and offers no interest to unsecured
creditors at all who are taking a substantial risk of default on
payments given the Debtor's history.
According to Ecker, even if this case were converted to one
administered under a Chapter 7 proceeding, the Debtor's Plan does
not stack up.
Ecker complains that it is impossible for the Debtor to comply with
1129(a)(8).
Ecker points out that given that no properly impaired class has
accepted the Debtor's Plan the Debtor has failed to meet the
requirement of 1129(a)(10).
Ecker further points out that the Debtor can provide no adequate
evidence that the Debtor will have the ability to bridge the gap
that is coming given the lack of funding and thus cannot comply
with 1129(a)(11).
Counsel for Ecker Capital LLC:
Jason A. Burgess, Esq.
1855 Mayport Road
Atlantic Beach, FL 32233
Tel: (904) 372-4791
Email: jason@jasonaburgess.com
About American Technical Services
American Technical Services, Inc. sought protection under Chapter
11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-08783) on
Oct. 12, 2018. At the time of the filing, the Debtor estimated
assets of less than $50,000 and liabilities of less than $500,000.
The Debtor tapped Palm Harbor Law Group as its legal counsel.
On April 3, 2019, the Debtor filed a Chapter 11 plan of
reorganization, which provides that all of its creditors will be
paid in full within 42 months of confirmation of the plan.
ANGELS FOR KIDS: Seeks to Hire Bartolome Law as Counsel
-------------------------------------------------------
Angels For Kids on Call 24/7, Inc., seeks authority from the U.S.
Bankruptcy Court for the Middle District of Florida to employ
Bartolome Law, PLLC, as counsel to the Debtor.
Angels For Kids requires Bartolome Law to:
(a) advise as to the Debtor's rights and duties in this case;
(b) prepare pleadings related to this case, including a
disclosure statement and a plan of reorganization; and
(c) take any and all other necessary action incident to the
proper preservation and administration of this estate.
Bartolome Law will be paid at these hourly rates:
Attorneys $375
Paraprofessionals $125
Bartolome Law will be paid a retainer in the amount of $30,000.
Bartolome Law will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Aldo G. Bartolone, Jr., a partner at Bartolome Law, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.
Bartolome Law can be reached at:
Aldo G. Bartolone, Jr.
BARTOLONE LAW, PLLC.
1030 N. Orange Ave., Suite 300
Orlando, FL 32801
Tel: (407) 294-4440
Fax: (407) 287-5544
E-mail: aldo@bartolonelaw.com
About Angels For Kids
on Call 24/7, Inc.
Angels For Kids On Call 24/7, Inc. --
https://www.angelsforkidsoncall.com/ -- is a for-profit behavioral
health company located in Orlando, Florida. The Company provides
treatment of mood disorder, disorders first diagnosed in childhood,
behavioral disorders, trauma, stress and poor health, substance and
social reality problems. Its target population is high-risk,
diverse and in need of immediate care.
While the Company is uniquely suited to specialize in child and
adult care, it offers a range of treatments for people of all age
ranges.
Angels For Kids On Call 24/7, Inc., based in Orlando, FL, filed a
Chapter 11 petition (Bankr. M.D. Fla. Case No. 19-03262) on May 16,
2019. In the petition signed by John Valencia, president, the
Debtor estimated $0 to $50,000 in assets and $1 million to $10
million in liabilities. The Hon. Karen S. Jennemann oversees the
case. Aldo G. Bartolone, Jr., Esq., at Bartolome Law, PLLC, serves
as bankruptcy counsel to the Debtor.
APTIM CORP: S&P Downgrades ICR to CCC+ on Increased Debt Leverage
-----------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Texas-based
Aptim Corp. to 'CCC+' from 'B-' and its issue-level ratings on the
company's senior secured notes to 'CCC+' from 'B-'.
"Although Aptim Corp.'s backlog grew 28% to $2.7 billion as of
March 31, 2019 compared to a year earlier, debt leverage has
increased above our prior expectations to a level that we view as
unsustainable over the long term," S&P said. Over the last few
quarters, the company's operating performance continued to
experience the side effects of losing several large customers in
2017, with lower power maintenance activity, according to the
rating agency.
The stable outlook reflects S&P's expectation that operating
performance will gradually improve and that, although the company's
financial commitments appear unsustainable in the long term, the
rating agency does not believe there is a near-term credit or
payment crisis due to the company's longer-dated debt maturities.
"We could lower our ratings on Aptim if we come to believe that the
company is likely to default within the next 12 months, without an
unforeseen positive development. This could occur through a
near-term liquidity crisis, violation of financial covenants, or a
distressed exchange offer," S&P said. Liquidity could be impaired
if cash flows from operations were to become significantly
negative, forcing the company to draw on its revolver sooner than
anticipated and reducing availability, according to the rating
agency.
"We could raise our rating on Aptim during the next 12 months if
the company were to experience meaningfully improved business,
financial, or economic conditions, and subsequently generate
positive free cash flow and a reduction in debt leverage below 7.0x
on a sustained basis. This could occur if the company were to
improve margins by profitably executing on its backlog of
projects," S&P said.
AREABEATS PROPERTIES: June 20 Plan Confirmation Hearing
-------------------------------------------------------
The disclosure statement explaining the Chapter 11 Plan of
Areabeats Properties, LLC, a Delaware LLC, is tentatively
approved.
The hearing on final approval of the disclosure statement and on
confirmation of the plan will occur on June 20, 2019, at 10:00 a.m.
at Courtroom 19, 450 Golden Gate Avenue, 16th Floor, San Francisco,
CA 94102.
June 18, 2019, is the last day for submitting written ballots
accepting or rejecting the plan.
June 18, 2019, is the last day for filing and serving written
objections to the disclosure statement and/or to confirmation of
the plan.
Attorneys for Debtor are Steven M. Olson, Esq., and Jacob M.
Faircloth, Esq., at Law Office of Steven M. Olson, in Santa Rosa,
California.
About Areabeats Properties
AreaBeats Properties, LLC, sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. N.D. Cal. Case No. 18-31137) on Oct.
18, 2018. It filed as a single asset real estate debtor (as defined
in 11 U.S.C. Section 101(51B)).
In the petition signed by Laura van Galen, manager, the Debtor
estimated assets of $1 million to $10 million and liabilities of $1
million to $10 million. Judge Hannah L. Blumenstiel oversees the
case. The Debtor tapped the Law Office of Steven M. Olson as its
legal counsel.
AVINGER INC: Has Until Dec. 2 to Regain Nasdaq Compliance
---------------------------------------------------------
Avinger, Inc., received notification from Nasdaq on June 4, 2019,
indicating that the Company will have an additional 180-day grace
period, until Dec. 2, 2019, to regain compliance with the Nasdaq
Marketplace Rule's $1.00 minimum bid requirement. The notification
indicated that the Company did not regain compliance during the
initial 180-day grace period provided under the rule. In accordance
with Nasdaq Marketplace Rule 5810(c)(3)(A), the Company is eligible
for the additional grace period because it meets the continued
listing requirement for market value of publicly held shares and
all other applicable requirements for initial listing on the Nasdaq
Capital Market with the exception of the bid price requirement, and
provided written notice of its intention to cure the deficiency
during the second compliance period by effecting a reverse stock
split, if necessary.
On Dec. 4, 2018, Avinger received a letter from the Listing
Qualifications Department of The Nasdaq Stock Market, LLC notifying
the Company that the Company was not in compliance with Nasdaq
Marketplace Rule 5550(a)(2), as the minimum bid price for the
Company's listed securities was less than $1.00 for the previous 30
consecutive business days. The Company had a period of 180
calendar days, or until June 3, 2019, to regain compliance with the
rule.
About Avinger, Inc.
Headquartered in Redwood City, California, Avinger --
http://www.avinger.com/-- is a commercial-stage medical device
company that designs and develops the first-ever image-guided,
catheter-based system that diagnoses and treats patients with
peripheral artery disease (PAD). PAD is estimated to affect over
12 million people in the U.S. and over 200 million worldwide.
Avinger is dedicated to radically changing the way vascular disease
is treated through its Lumivascular platform, which currently
consists of the Lightbox imaging console, the Ocelot family of
chronic total occlusion (CTO) catheters, and the Pantheris family
of atherectomy devices.
Avinger reported a net loss applicable to common stockholders of
$35.69 million for the year ended Dec. 31, 2018, compared to a net
loss applicable to common stockholders of $48.73 million for the
year ended Dec. 31, 2017. As of March 31, 2019, Avinger had $26.25
million in total assets, $12.97 million in total liabilities, and
$13.27 million in total stockholders' equity.
Moss Adams LLP, in San Francisco, California, the Company's auditor
since 2017, issued a "going concern" qualification in its report
dated March 6, 2019, on the Company's consolidated financial
statements for the year ended Dec. 31, 2018, stating that the
Company's recurring losses from operations and its need for
additional capital raise substantial doubt about its ability to
continue as a going concern.
BARKER BOATWORKS: Johnson Pope Represents Two Deposit Holders
-------------------------------------------------------------
In the Chapter 11 case of Barker Boatworks, LLC, the law firm of
Johnson, Pope, Bokor, Ruppel & Burns, LLC, disclosed in a filing
under Rule 2019 of the Federal Rules of Bankruptcy Procedure, that
it is acting as counsel for:
(1) Raymond J. Smith
139 Graham Street
Port Charlotte, FL 33952
Claim: $250,000 deposit
(2) Stephen D. Hammond
9090 East Adamo Drive
Tampa, FL 33619-3530
Claim: $250,000 deposit
Johnson Pope holds no claims against or interests in the Debtor.
The firm can be reached at:
Johnson, Pope, Bokor, Ruppel & Burns, LLC
Alberto F. Gomez, Jr.
401 E. Jackson Street #3100
Tampa, FL 33602
Tel: 813-225-2500
Fax: 813-223-7118
About Barker Boatworks
Founded in 2014 by its current president, Kevin Barker, Barker
Boatworks, LLC designs and builds boats. All Barker boats are
"built to order" to the exact specifications of the customer's
request.
Barker Boatworks sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-03138) on April 5,
2019. At the time of the filing, the Debtor estimated assets of
between $1 million and $10 million and liabilities of the same
range. The case is assigned to Judge Michael G. Williamson.
Stichter Riedel Blain & Postler, P.A., is the Debtor's counsel.
BARKER BOATWORKS: Plan Confirmation Hearing Set for June 12
-----------------------------------------------------------
Bankruptcy Judge Michael G. Williamson conditionally approved
Barker Boatworks, LLC's disclosure statement.
Any written objections to the disclosure statement and objections
to confirmation of the plan must be filed with the Court and served
no later than seven days prior to the date of the hearing on
confirmation.
Ballots accepting or rejecting the plan must be submitted no later
than eight days before the confirmation hearing.
The Court will conduct a hearing on confirmation of the Plan on
June 12, 2019 at 10:30 AM in Tampa, FL − Courtroom 8A, Sam M.
Gibbons United States Courthouse, 801 N. Florida Avenue.
About Barker Boatworks
Founded in 2014 by its current president, Kevin Barker, Barker
Boatworks, LLC designs and builds boats. All Barker boats are
"built to order" to the exact specifications of the customer's
request.
Barker Boatworks sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-03138) on April 5,
2019. At the time of the filing, the Debtor estimated assets of
between $1 million and $10 million and liabilities of the same
range. The case is assigned to Judge Michael G. Williamson.
Stichter Riedel Blain & Postler, P.A., is the Debtor's counsel.
BENTWOOD FARMS: Ward and Smith Represents Agrifund, et al.
----------------------------------------------------------
In the Chapter 11 case of Bentwood Farms, LLC, Ward and Smith,
P.A., submitted a verified statement to comply with Rule 2019 of
the Federal Rules of Bankruptcy Procedure. The firm represents
five creditors:
(i) Agrifund, LLC.
1401 Hudson Lane, Suite 300
Monroe, LA 71201
Owed $267,920.
(ii) Southern States Cooperative, Inc.
6606 West Broad Street
Richmond, VA 23230
Owed $593,930
(iii) Triangle Chemical Company
117 Preston Court
Macon, GA 31210-5769.
Owed $76,008
(iv) Deere Credit, Inc.
6400 NW 86th Street
Johnston, IA 50131-6600
Owed $274,221.
(v) Deere & Company
One John Deere Place
Moline, IL 61265
Owed $220,787.37.
The firm can be reached at:
J. Michael Fields
Ward and Smith, P.A.
Post Office Box 8088
Greenville, NC 27835-8088
Telephone: 252.215.4000
Facsimile: 252.215.4077
E-mail: jmf@wardandsmith.com
About Bentwood Farms
Bentwood Farms, LLC, is a North Carolina limited liability company
having a corporate headquarters located at 1101 Circle Drive,
Monroe, NC 28110. The Company operates in the crop farming
industry.
Bentwood Farms filed a Chapter 11 petition (Bankr. W.D.N.C. Case
No. 18-31823) on Dec. 7, 2018. In the petition signed by Charlie
B. Baucom, president, the Debtor estimated less than $50,000 in
assets and less than $10 million in liabilities. Judge Craig J.
Whitley oversees the case. Moon Wright & Houston, PLLC, is the
Debtor's counsel, and GreerWalker LLP, is the financial advisor.
BIOPLAN USA: S&P Cuts ICR to 'CCC+' on Sustained Cash Flow Weakness
-------------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on New York
City-based beauty and personal care sampling and packaging provider
Bioplan USA Inc. to 'CCC+' from 'B-'.
The rating agency also lowered its issue-level ratings on the
first-lien debt to 'B-' from 'B'. The recovery rating remains '2'.
In addition, S&P lowered its issue-level rating on the second-lien
debt to 'CCC' from 'CCC+'. The '5' recovery rating remains
unchanged.
The downgrade reflects Bioplan's continued weak operating
performance and the weak FOCF generation materially below S&P's $10
million-$15 million threshold for the 'B-' rating. The company
generated negative FOCF of about $4 million as of Dec. 31, 2018.
Additionally, Bioplan's liquidity will become more constrained as
its $65 million revolving credit facility matures in September
2019. The company is beginning to factor its receivables to
supplement its liquidity and S&P expects it to continue to do so
until it successfully amends or extends its current revolver or
obtains a new facility. While S&P expects the receivables factoring
to provide sufficient liquidity over the next 12 months, there
continues to be secular pressure affecting the business, including
magazine publishing declines and retail store closures. These
factors could impede growth, reducing revenue and, in turn,
accounts receivables, leading to a rapid deterioration of the
company's liquidity position.
Several factors have impaired the company's operating performance,
including unfavorable product mix, adverse foreign exchange rate
movements, and decreased sales volumes with key clients
particularly in the European and North American markets. While the
company has seen some good revenue growth in the Latin America and
Asia markets, the revenue contribution of these segments is about
11% combined and does not offset the weaker markets.
The negative outlook reflects S&P's expectation that Bioplan's FOCF
will continue to be minimal in 2019 because of weak operating
performance driven by factors largely outside the company's
control, including the secular pressures affecting the retail and
print industries and the cost rationalization of CPG firms. The
rating agency's negative outlook also reflects its expectation that
FOCF to debt will remain below 3% over the next 12 months.
"We could lower our rating if operating performance deteriorates
further such that we no longer expect Bioplan to be able to make
its fixed-charge payments, including its interest payments and
mandatory amortization payments over the next 12 months. This could
occur if revenue declines impair the company's ability to continue
factoring its accounts receivables balance to ensure adequate
liquidity for operating expenses," S&P said. The rating agency said
it could also lower its rating when the first-lien term loan (due
September 2021) becomes a liability without a clear and credible
refinancing plan in place.
"We could raise our rating by one notch if Bioplan's operating
performance improves such that the company generates FOCF to debt
of at least 3% or approximately $10 million while keeping leverage
below 6.0x on a sustained basis. Our upside scenario assumes FOCF
comes from growth in revenue and operating income rather than
factoring of accounts receivable, which we view as unsustainable
beyond the next 12 months," S&P said.
BLACK MOUNTAIN: Seeks to Hire Sunbelt, Jorant as Brokers
--------------------------------------------------------
Black Mountain Golf & Country Club seeks approval from the U.S.
Bankruptcy Court for the District of Nevada to hire real estate
brokers.
The Debtor proposes to employ Sunbelt Development & Realty
Partners, LLC and Jorant Commercial, LLC in connection with the
sale of its real property.
The property is subject to a land patent held by the Bureau of Land
Management. To purchase the patent, the Debtor is required under
its agreement with BLM to pay the sum of $27,699,750. The Debtor
intends to use the proceeds from the sale to purchase the patent.
The Debtor proposes to pay the real estate brokers a 2.5%
commission for their services. The commission will be split
equally between the brokers.
The brokers are each a "disinterested person" as defined in Section
101(14) of the Bankruptcy Code, according to court filings.
The brokers can be reached through:
Bill Lenhart
Sunbelt Development & Realty Partners, LLC
9345 W Sunset Rd, Suite 101
Las Vegas, NV 89148
Phone: 702-473-5005
Email: info@sdrp.com
- and -
David Ober
Jorant Commercial, LLC
Cell: 702.768.9162
Fax: 702.363.8141
Email: Davidt@JorantCommercial.com
About Black Mountain Golf & Country Club
Based in Henderson, Nev., Black Mountain Golf & Country Club is a
member-owned golf facility open to the public. The company is a
non-profit corporation and a tax-exempt entity.
Black Mountain Golf & Country Club sought protection under Chapter
11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 17-11540) on
March 30, 2017. The petition was signed by Larry Tindall,
president. At the time of the filing, the Debtor
estimated its assets at $10 million to $50 million and debts at $1
million to $10 million.
The case is assigned to Judge Bruce T. Beesley.
Morris Polich & Purdy LLP, now known as Clark Hill PLC, is the
Debtor's legal counsel. The Debtor employed Coffey & Rader CPA as
its accountant and Harper Appraisal, Inc., as appraiser. The
Debtor hired Ray Fredericksen of Per4mance Engineering in
connection with its efforts to rezone its property.
No trustee, examiner or official committee has been appointed in
the Debtor's bankruptcy case.
On June 28, 2018, the Court confirmed the Debtor's First Amended
Plan of Reorganization.
BOOKER-EVERS REAL: Unsecureds to Get Paid from Sale Proceeds
------------------------------------------------------------
Booker-Evers Real Estate Corp. filed a Chapter 11 Plan and
accompanying disclosure statement.
General unsecured claims to be Paid in full from sale proceeds.
Secured Claim of All Pro Construction totaling $130,000 will be
paid in full from sale proceeds.
Secured Claim of FIG Capital Investment Group NJ13, LLC. Total
claim amount $54, 602.73. Paid in full from sale proceeds.
14 Roosevelt Ave. East Orange, New Jersey is being sold in
accordance with 11 U.S.C. Section 1123(a)(5)(D) and 11 U.S.C.
Section 1141(c). The property is being sold to Buyer, Tiffany
Parks, in accordance with a Contract for Sale dated May 1, 2019.
The Sale Price is $319,900. In the Contract for Sale, the Buyer
represented that she is financially able to close.
A full-text copy of the Disclosure Statement dated May 20, 2019, is
available at https://tinyurl.com/y686wvd9 from PacerMonitor.com at
no charge.
The Plan is filed by:
Rasheedah Rayya Terry, Esq.
TERRY LAW GROUP, LLC
409 Halsey Street
Newark, NJ 07102
Tel: (973) 645-3014
Fax: (862) 576-8995
Email: RasheedahT@aol.com
Booker-Evers Real Estate Corp. filed a voluntary Chapter 11
petition (Bankr. D.N.J. Case No. 18-20265) on May 21, 2018, and is
represented by Kimberly Tyler, Esq.
BRICK OVEN PIZZA: Hires Robert C. Nisenson as Attorney
------------------------------------------------------
Brick Oven Pizza, LLC, seeks authority from the U.S. Bankruptcy
Court for the District of New Jersey to employ Robert C. Nisenson,
LLC, as attorney to the Debtor.
Brick Oven Pizza requires Robert C. Nisenson to represent and
provide legal services to the Debtor in the Chapter 11 bankruptcy
proceedings.
Robert C. Nisenson will be paid at the hourly rate of $300.
Robert C. Nisenson will be paid a retainer in the amount of
$5,000.
Robert C. Nisenson will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Robert C. Nisenson, the firm's founding partner, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estates.
Robert C. Nisenson can be reached at:
Robert C. Nisenson, Esq.
ROBERT C. NISENSON, LLC
10 Auer Court
East Brunswick, NJ 08816
Tel: (732) 238-8777
About Brick Oven Pizza
Brick Oven Pizza, LLC, filed a Chapter 11 bankruptcy petition
(Bankr. D.N.J. Case No. 19-20158) on May 20, 2019, disclosing under
$1 million in both assets and liabilities. The Debtor is
represented by Robert C. Nisenson, LLC, serving as counsel.
BRIGHT FUTURE: Hires Cushner & Associates as Attorney
-----------------------------------------------------
Bright Future Kiddie Care, Inc., seeks authority from the U.S.
Bankruptcy Court for the Southern District of New York to employ
Cushner & Associates, P.C., as attorney to the Debtor.
Bright Future requires Cushner & Associates to:
a. advise the Debtor concerning the conduct of the
administration of the bankruptcy case;
b. prepare all necessary applications and motions as required
under the Bankruptcy Code, Federal Rules of Bankruptcy
Procedure, and Local Bankruptcy Rules;
c. prepare a disclosure statement and plan of reorganization;
and
d. perform all other legal services that are necessary to the
administration of the case.
Cushner & Associates will be paid at these hourly rates:
Todd S. Cushner, Esq., Owner/Senior Attorney $500
James J. Rufo, Esq., Associate Attorney $400
Charles A. Higgs, Esq., Of Counsel $400
Paralegals $200
Cushner & Associates received $6,407 from the Debtor in connection
with the commencement of the Chapter 11 bankruptcy with $4,690
being applied to attorneys' fees and $1,717 being disbursed for the
chapter 11 filing fee.
Cushner & Associates will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Todd S. Cushner, a partner at Cushner & Associates, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.
Cushner & Associates can be reached at:
Todd S. Cushner, Esq.
James J. Rufo, 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
jrufo@cushnerlegal.com
About Bright Future Kiddie Care
Bright Future Kiddie Care filed a Chapter 11 bankruptcy petition
(Bankr. S.D.N.Y. Case No. 19-11234) on April 22, 2019, disclosing
under $1 million in both assets and liabilities. The Debtor is
represented by Todd S. Cushner, Esq., at Cushner & Associates,
P.C.
CAMBER ENERGY: Regains Compliance with NYSE Listing Rules
---------------------------------------------------------
Camber Energy, Inc., received on June 4, 2019 a letter from the
NYSE American advising the Company that it had regained compliance
with all of the NYSE American LLC continued listing standards set
forth in Part 10 of the NYSE American Company Guide. Specifically,
effective on June 3, 2019, the Company resolved its previous
continued listing deficiency with respect to Section 1003(f)(v) of
the Guide, which the Company was previously subject to in December
2018, due to the low trading prices of its common stock.
As a result of such compliance, the Company is now in full
compliance with all NYSE American continued listing requirements
and effective on June 6, 2019, the below compliance (".BC")
indicator will be removed from the Company's common stock and the
Company will be removed from the NYSE American list of
non-compliance issuers.
Louis G. Schott, interim chief executive officer of Camber stated,
"We are delighted to be back in compliance with all of the NYSE
American listing standards. Our re-compliance could not have been
possible without the 1-for-25 reverse split which we affected in
December 2018. We are looking forward to completing our previously
announced combination transaction with Lineal Star Holdings and
continuing to build shareholder value."
About Camber Energy
Based in San Antonio, Texas, Camber Energy, Inc. (NYSE American:
CEI) -- http://www.camber.energy-- is an independent oil and gas
company engaged in the development of crude oil, natural gas and
natural gas liquids in the Hunton formation in Central Oklahoma in
addition to anticipated project development in the Texas Panhandle.
Camber Energy is engaged in the acquisition, development and sale
of crude oil, natural gas and natural gas liquids from various
known productive geological formations, including from the Hunton
formation in Lincoln, Logan, Payne and Okfuskee Counties, in
central Oklahoma; the Cline shale and upper Wolfberry shale in
Glasscock County, Texas; and Hutchinson County, Texas, in
connection with its Panhandle acquisition which closed in March
2018.
Camber Energy reported a net loss of $24.77 million for the year
ended March 31, 2018, compared to a net loss of $89.12 million for
the year ended March 31, 2017. As of Dec. 31, 2018, Camber Energy
had $10.10 million in total assets, $2.48 million in total
liabilities, and $7.62 million in total stockholders' equity.
GBH CPAs, PC's audit opinion included in the Company's Annual
Report on Form 10-K for the year ended March 31, 2018, contains a
going concern explanatory paragraph stating that the Company has
incurred significant losses from operations and had a working
capital deficit as of March 31, 2018. These factors raise
substantial doubt about the Company's ability to continue as a
going concern.
CASCADE PARENT: S&P Assigns 'B-' ICR, Rates $610MM Debt 'B-'
------------------------------------------------------------
S&P Global Ratings assigned its 'B-' issuer credit rating to
Ottawa-based Cascade Parent Ltd.
Cascade, a graphics and productivity software company, is being
acquired for about US$1 billion by financial sponsor KKR & Co. Inc.
in a leveraged buyout (LBO). S&P expects the transaction to be
financed with a US$550 million first-lien term loan, a US$135
million second-lien term loan, and sponsor equity of about US$394
million.
The ratings reflects Cascade's high debt burden as reflected in the
company's 7.0x-7.5x S&P's adjusted debt-to-EBITDA and about 5%
S&P's adjusted FOCF to debt for 2019.
"In our view, the proposed LBO transaction reflects the financial
sponsor's high tolerance for financial risk as well as limited
financial flexibility to accommodate any operational
underperformance. Our ratings also incorporate our view of the
company's mature product offering, modest recurring revenue, and
niche market position," S&P said.
"Even though we anticipate the company will generate about US$25
million-US$30 million of annual FOCF over the next 12-24 months,
spurred its low capital intensity, we forecast the company to use
its free cash flow to acquire niche mature products, absent which,
we would anticipate Cascade's owner to seek return of capital that
could pressure credit measures," the rating agency said.
Cascade, operating under the name Corel, is a packaged software
company that sells products in the graphics and productivity
market. It has a small share of the packaged software market with
about US$260 million pro forma revenues. The company's narrow
product suite and limited ability to innovate have led to minimal
organic topline growth. S&P expects the company's research and
development investment (as a percentage of revenues it is in the
low teens area) to be marginal compared with that of bigger players
such as Adobe Systems, which has a wider product suite and stronger
brand recognition in the market. In S&P's view, Corel has not been
able to capitalize on its large installed user base of about 92
million because only about 20% of users upgrade annually. As a
result, the company has witnessed minimal topline growth in the
past few years. In the absence of growth, Corel's strategy is to
increase revenues through acquiring products, which are often
late-cycle offerings with lower profitability. S&P views this as
risky because, should the company be unsuccessful in integrating
the acquisitions to offset the revenue decline from mature products
(currently about 55% of pro forma revenue), this could lead to
EBITDA deterioration, thereby affecting the company's debt-repaying
capacity.
The stable outlook reflects S&P's expectation that Corel will be
able to support its high leverage of 7.0x-7.5x over the next 12
months driven by its organic growth strategy, and successful
integration of acquired assets that should propel the company's
EBITDA growth. The rating agency anticipates the company to
generate positive FOCF given its high adjusted EBITDA margins and
low capital requirements, which should support Corel's ability to
service its fixed charges over the next 12 months.
"We could lower the rating if the company generates negative FOCF
leading to an unsustainable capital structure and liquidity
issues," S&P said. This could result from weaker adjusted EBITDA
and adjusted EBITDA margins reflecting increasing competition in
the packaged software market due to Corel's high reliance on mature
products, which continue to lose market share, or the company's
inability to achieve targeted cost synergies, thus pressuring
Corel's profitability and free cash flow generation, according to
the rating agency.
"Alternatively, we could lower the rating if the company performs a
debt-funded shareholder remuneration leading to an unsustainable
capital structure combined with weakening fixed charge coverage
such that adjusted EBITDA interest coverage approaches 1.5x," S&P
said.
"A rating upside is unlikely in the next 12 months given Corel's
financial sponsor ownership and significant dependence on mature
products. Nevertheless, we could raise the ratings in the next 12
months if the company executes its organic revenue growth strategy
and uses excess cash flow to reduce debt," S&P said.
Under this scenario, S&P would expect Corel to sustain an adjusted
debt-to-EBITDA ratio approaching 5x and adjusted FOCF-to-debt above
7.5%. At the same time, the rating agency would also expect the
financial sponsor's commitment to a conservative financial policy
to be commensurate with a higher rating.
CELLA III: Case Summary & 6 Unsecured Creditors
-----------------------------------------------
Debtor: Cella III, LLC
4545 Veterans Memorial Blvd.
Metairie, LA 70006
Business Description: Cella III, LLC classifies its business as
Single Asset Real Estate (as defined in 11
U.S.C. Section 101(51B)).
Chapter 11 Petition Date: June 5, 2019
Court: United States Bankruptcy Court
Eastern District of Louisiana (New Orleans)
Case No.: 19-11528
Judge: Hon. Jerry A. Brown
Debtor's Counsel: Leo D. Congeni, Esq.
CONGENI LAW FIRM, LLC
424 Gravier Street
New Orleans, LA 70130
Tel: (504) 522-4848
Fax: (504) 581-4962
Email: leo@congenilawfirm.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by George A. Cella, III, member/manager.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/laeb19-11528.pdf
List of Debtor's Six Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. Jeff Parish Sheriff Property Tax $96,084
and Tax Collector
PO Box 130
Gretna, LA 70054
2. Kirby H. Griffin Consultant $4,093
4358 Timuquana
Road, #106
Jacksonville, FL 32210
3. Martha E. Sassone Loan $35,000
61652 Fish Hatchery Rd.
Lacombe, LA 70445
4. Natures Own Lawn Landscape $595
and Gardens Services
4801 Taft Park
Metairie, LA 70002
5. Stone Pigman Legal Services $1,425
Walther Wittmann, LLC
909 Poydras St.,
Suite 3150
New Orleans, LA
70112-4042
6. Travelers Insurance $78
PO Box 1515
Spokane, WA
99210-1515
CHICAGO SURGICAL: Seeks to Hire Susan Bogart as Special Counsel
---------------------------------------------------------------
Chicago Surgical Clinic Ltd. seeks approval from the U.S.
Bankruptcy Court for the Northern District of Illinois to hire the
Law Office of Susan Bogart as its special counsel.
The firm will (i) handle the appeal of the judgment entered against
the Debtor in the case of Kokocharov vs. Chicago Surgical Clinic
Ltd. et. al., pending in the First Appellate District of the State
of Illinois (No. 1-18-2485); and (ii) prosecute the companion cases
of Yelena Levitin and Chicago Surgical Clinic Ltd. v. Northwest
Community Hospital et. al., pending in the Circuit Court of Cook
County (2016 L 010121) and in the U.S. District Court for the
Northern District of Illinois (case number 13-05553).
Susan Bogart will charge an hourly fee of $700.
The firm is "disinterested" as defined in Section 101(14) of the
Bankruptcy Code, according to court filings.
Susan Bogart can be reached through:
Susan Bogart, Esq.
Law Office of Susan Bogart
111 W. Jackson Boulevard, Suite 1700
Chicago, IL 60604
Phone: 312-214-3271
About Chicago Surgical Clinic
Chicago Surgical Clinic LTD operates a surgical center in Arlington
Heights, Ill. The Clinic offers a full range of services,
including general surgery, minimally invasive surgery, colorectal
surgery, plastic surgery, endoscopy lab, pain management, hand
surgery and podiatry.
Chicago Surgical Clinic filed a Chapter 11 petition (Bankr. N.D.
Ill. Case No. 18-30089) on Oct. 26, 2018. In the petition signed
by Yelena Levitin, president, the Debtor estimated up to $50,000 in
assets and $1 million to $10 million in liabilities. Judge
LaShonda A. Hunt oversees the case. Jeffrey Strange & Associates,
led by founding partner Jeffrey Strange, is the Debtor's bankruptcy
counsel.
CLARKSBURG MEDICAL: Seeks to Hire McNamee Hosea as Counsel
----------------------------------------------------------
Clarksburg Medical Center, Inc., seeks authority from the U.S.
Bankruptcy Court for the District of Maryland to employ McNamee
Hosea Jernigan Kim Greenan & Lynch, P.A., as counsel to the
Debtor.
Clarksburg Medical requires McNamee Hosea to:
a) prepare and file any amended, schedules, statement of
affairs or other documents required by the court;
b) counsel the Debtor in connection with the formulation,
negotiation and promulgation of plans of reorganization and
related documents;
c) advise the Debtor concerning and assisting in the
negotiation and documentation of financing agreements, debt
restructurings and related transaction;
d) prepare all necessary and appropriate applications,
motions, pleadings, draft orders, notices and other
documents, and reviewing all financial and other reports to
be filed in the Chapter 11 case; and
e) perform all other legal services that the Law Firm is
qualified to handle for or on behalf of the Debtor that may
be necessary or desirable in this Chapter 11 case and
the Debtor's business.
McNamee Hosea will be paid at these hourly rates:
Christopher L. Hamlin, Partner $330
Steven L. Goldberg, Partner $330
Associates $300
Paralegals $115
McNamee Hosea will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Christopher L. Hamlin, a partner at McNamee Hosea , assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.
McNamee Hosea can be reached at:
Christopher L. Hamlin, Esq.
Steven L. Goldberg, Esq.
MCNAMEE HOSEA JERNIGAN KIM
GREENAN & LYNCH, P.A.
6411 Ivy Lane, Suite 200
Greenbelt, MD 20770
Tel: (301) 441-2420
E-mail: chamlin@mhlawyers.com
sgoldberg@mhlawyers.com
About Clarksburg Medical Center
Clarksburg Medical Center, Inc., is a corporation organized in the
State of Maryland. It operates a medical practice providing primary
care and family medical care, including health and wellness
treatment, and other routine medical treatments from its office at
22616 Gateway Center Drive, Clarksburg, Maryland.
Clarksburg Medical Center sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Md. Case No. 18-22579) on Sept. 24,
2018. Judge Thomas J. Catliota oversees the case. The Debtor
tapped Cohen Baldinger & Greenfeld, LLC as its legal counsel. The
Debtor also hired Christopher L. Hamlin, partner of McNamee Hosea
Jernigan Kim Greenan & Lynch, P.A., as counsel.
CLEARWATER CAY: Chapter 9 Voluntary Chapter 11 Case Summary
-----------------------------------------------------------
Debtor: Clearwater Cay Community Development District
2704 Via Murano Drive
Clearwater, FL 33764
About the Debtor: The Clearwater Cay Community Development
District -- http://clearwatercaycdd.com-- is an
independent special district, created pursuant
to and existing under the provisions of Chapter
190, Florida Statutes, and established by
Ordinance No. 7564-05, enacted by the City
Commission of the City of Clearwater, Florida on
Sept. 15, 2005.
Chapter 9 Petition Date: June 4, 2019
Court: United States Bankruptcy Court
Middle District of Florida (Tampa)
Case No.: 19-05320
Debtor's Counsel: Robert A. Soriano, Esq.
SORIANO LAW, P.A.
4830 West Kennedy Boulevard, Suite 600
Tampa, FL 33609
Tel: 877-830-2800
Fax: 877-830-6765
E-mail: rsoriano@robsorianolaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Donald Dwyer, chairman.
The Debtor failed to include in the petition a list of its 20
largest unsecured creditors.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/flmb19-05320.pdf
CLOUD PEAK: Seeks to Hire Centerview as Investment Banker
---------------------------------------------------------
Cloud Peak Energy Inc., and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the District of Delaware to
employ Centerview Partners LLC, as investment banker to the
Debtors.
Cloud Peak requires Centerview to:
a. General Financial Advisory and Investment Banking Services
(i) familiarize itself with the business, operations,
properties, financial condition and prospects of the
Debtors;
(ii) review the Debtors' financial condition and outlook;
(iii) assist in the development of financial data and
presentations to the Debtors' boards of directors,
various creditors, and other parties;
(iv) evaluate the Debtors' debt capacity and capital
structure alternatives;
(v) participate in negotiations among the Debtors, and
related creditors, suppliers, lessors, and other
interested parties with respect to any of the
transactions contemplated by the Engagement Letter; and
(vi) perform such other financial advisory services as may
be specifically agreed upon in writing by the Debtors,
counsel to the Debtors, and Centerview.
b. Restructuring Services
(i) analyze various Restructuring scenarios and the
potential impact of these scenarios on the value of the
Debtors, and the recoveries of those stakeholders
impacted by the Restructuring;
(ii) provide financial and valuation advice and assistance
to the Debtors and their counsel in developing and
seeking approval of a Restructuring plan, as the same
may be modified from time to time;
(iii) provide financial advice and assistance to the
Debtors and their counsel in structuring any new
securities to be issued pursuant to the
Restructuring;
(iv) assist the Debtors and participate in negotiations
with entities or groups affected by the Restructuring;
and
(v) if requested by counsel to the Debtors, participate in
Hearings before the bankruptcy court with respect to
the matters upon which Centerview has provided advice,
including, as relevant, coordinating with counsel to
the Debtors with respect to testimony in connection
therewith.
c. Financing Services
(i) provide financial advice and assistance to the Debtors
in structuring and effecting a Financing, identifying
potential Investors and, at the Debtors' request,
contacting such Investors; and
(ii) assist in the arranging of a Financing, the due
diligence process, and negotiating the terms of any
proposed Financing.
d. Sale Services
(i) provide financial advice and assistance to the Debtors
in connection with a Sale, identifying potential
acquirors, and, at the Debtors' request, contacting
such potential acquirors; and
(ii) assist the Debtors and participate in negotiations
with potential acquirors.
Centerview will be paid as follows:
a. A monthly financial advisory fee of $150,000 (the "Monthly
Advisory Fee"), the first of which was due and paid by the
Debtors upon execution of the Engagement Letter and
thereafter on each monthly anniversary during the term of
the engagement. The amount of any Monthly Advisory Fee paid
to Centerview in excess of $900,000 will be 50% credited,
but only once, against any Transaction Fee, Minority Sale
Transaction Fee or financing fees payable to Centerview.
b. If at any time during the term of the engagement or within
the twelve full months following the termination of the
engagement, including the term of the engagement, the "Fee
Period", (1) the Debtors consummate any Restructuring or
Sale or (2) the Debtors enter into an agreement in
principle, definitive agreement or Plan to effect a
Restructuring or Sale, and at any time, including following
the expiration of the Fee Period, any Restructuring or Sale
is consummated, Centerview will be entitled to receive a
transaction fee (a "Transaction Fee"), contingent upon the
consummation of a Restructuring or Sale and payable at the
closing thereof equal to $5,500,000. Notwithstanding
anything to the contrary in this subparagraph, in
connection with any Restructuring or Sale that is intended
to be effected, in whole or in part, as a prepackaged,
partial prepackaged or prearranged plan of reorganization
anticipated to involve the solicitation of acceptances of
such plan in compliance with the Bankruptcy Code, by or on
behalf of the Debtors, from holders of any class of the
Debtors' securities, indebtedness or obligations (a
"Prepackaged Plan") the Transaction Fee will be payable (x)
(i) in the case of a Prepackaged Plan that takes the form
of a prepackaged plan of reorganization, 50% upon obtaining
votes from the Debtors' creditors sufficient to confirm
such Prepackaged Plan or (ii) in the case of a Prepackaged
Plan that takes the form of a prearranged plan of
reorganization, 50% upon obtaining indications of support
from one or more of the Debtors' key creditor classes that
in the good faith judgment of the boards of directors of
the Debtors are sufficient to justify filing such
Prepackaged Plan, and (y) the balance will be payable upon
consummation of such Restructuring or Sale. In connection
with any Sale that is intended to be effected pursuant to
Sec. 363 of the Bankruptcy Code, the Transaction Fee shall
be payable (x) 50% upon execution of a stalking horse asset
purchase agreement and (y) the balance shall be payable
upon consummation of such Sale.
c. If at any time during the Fee Period, whether in connection
with the consummation of a Restructuring or otherwise, (1)
the Debtors consummate any sale transaction not covered by
the definition of Sale (a "Minority Sale"), or (2) the
Debtors enter into an agreement in principle or definitive
agreement to effect a Minority Sale, and at any time,
including following the expiration of the Fee Period, such
Minority Sale is consummated, the Debtors will pay
Centerview a fee (a "Minority Sale Transaction Fee") equal
to 1.5% of the Aggregate Consideration. Such Minority Sale
Transaction Fee will be contingent upon the consummation
of a Minority Sale and payable at the closing thereof.
d. If at any time during the Fee Period, (1) the Debtors
consummate any Financing or (2) the Debtors receive and
accept written commitments for one or more Financings, the
execution by a potential financing source and the Debtors
of a commitment letter or securities purchase agreement or
other definitive documentation shall be deemed to be the
receipt and acceptance of such written commitment, and at
any time, including following the expiration of the Fee
Period, such Financing is consummated, the Debtors will pay
to Centerview the following (each a "Financing Fee"):
(i) 1% of the aggregate amount of financing commitments of
any indebtedness issued that is secured by a first
lien;
(ii) 1.5% of the aggregate amount of financing commitments
of any indebtedness issued that (x) is secured by a
second or junior lien, (y) is unsecured and/or (z) is
subordinated;
(iii) 2.5% of the aggregate amount of financing commitments
of any equity or equity-linked securities or
obligations issued; and
(iv) 1% of the aggregate amount of financing commitments of
any debtor-in-possession financing.
Marc D. Puntus, partner of Centerview Partners LLC, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.
Centerview can be reached at:
Marc D. Puntus
CENTERVIEW PARTNERS LLC
31 West 52nd Street
New York, NY 10019
Tel: (212) 380-2650
Fax: (212) 380-2651
About Cloud Peak Energy
Cloud Peak Energy Inc. -- http://www.cloudpeakenergy.com/-- is a
coal producer headquartered in Gillette, Wyo. It mines low sulfur,
subbituminous coal and provides logistics supply services. Cloud
Peak owns and operates three surface coal mines and owns rights to
undeveloped coal and complementary surface assets in the Powder
River Basin. It is a sustainable fuel supplier for approximately
two percent of the nation's electricity.
Cloud Peak Energy and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No.
19-11047) on May 10, 2019. The Debtors disclosed $928,656,000 in
assets and $634,982,000 in liabilities.
The cases have been assigned to Judge Kevin Gross.
The Debtors tapped Vinson & Elkins LLP as lead counsel; Richards,
Layton & Finger, P.A. as local counsel; Centerview Partners LLC as
investment banker; FTI Consulting Inc. as operational advisor; and
Prime Clerk LLC as claims and noticing agent.
CLOUD PEAK: Seeks to Hire FTI Consulting as Financial Advisor
-------------------------------------------------------------
Cloud Peak Energy Inc., and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the District of Delaware to
employ FTI Consulting, Inc., as financial advisor to the Debtors.
Cloud Peak requires FTI Consulting to:
a. develop and implement an interactive 13-week cash
forecasting process;
b. assist the Debtors with identifying, assessing, and
potentially implementing procedures to control and conserve
working capital;
c. develop a detailed approach to preparing the Debtors,
including subsidiaries or affiliates that may be included
in the potential filing, for potential bankruptcy
proceedings in the most cost effective and efficient
manner possible and assisting the Company in implementing a
contingency plan if and when appropriate;
d. prepare the necessary financial and operating information
for the preparation of bankruptcy petitions and related
documents, preparation of the statements of financial
affairs, schedules, monthly operating reports, other
regular reports required in such proceedings, and the
compilation and analysis of the information necessary for
First Day and Second Day Orders;
e. coordinate with the party responsible for developing the
comprehensive strategic communications plans for all key
stakeholders;
f. assist management, and any other appropriate professionals,
in developing a long-term business plan and related
financial projections;
g. prepare the Debtor to meet the requirements of operating
under bankruptcy code protection;
h. develop the framework necessary to administer a
comprehensive Chapter 11 claims process;
i. being available to attend meetings and assist in
discussions, either before or after filing, with potential
lenders, investors, creditors, committee, other
parties in interest or professionals hired by the same, as
requested;
j. assist with the preparation and confirmation of a value
optimizing chapter 11 plan, or a sale of certain or
substantially all the Debtors' assets pursuant to section
363 of the Bankruptcy Code;
k. assist the Debtors in negotiations with creditors,
suppliers, lessors and other interested parties as
appropriate; and
l. provide such other customary services as may from time to
time be agreed upon by firm and the Debtors, and that are
within the scope of FTI Consulting's engagement.
FTI Consulting will be paid at these hourly rates:
Sr. Managing Director $895 to $1,050
Managing Director $800 to $840
Senior Director $735 to $785
Director $670 to $725
Senior Consultant $480 to $610
Consultant $355 to $425
As of the Petition Date, FTI Consulting holds a retainer of
approximately $250,000.
FTI Consulting will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Alan Boyko, senior managing director of FTI Consulting, Inc.,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtors and their
estates.
FTI Consulting can be reached at:
Alan Boyko
FTI CONSULTING, INC.
555 12th Street NW, Suite 700
Washington, DC 20004
Tel: (202) 312-9100
Fax: (202) 312-9101
About Cloud Peak Energy
Cloud Peak Energy Inc. -- http://www.cloudpeakenergy.com/-- is a
coal producer headquartered in Gillette, Wyo. It mines low sulfur,
subbituminous coal and provides logistics supply services. Cloud
Peak owns and operates three surface coal mines and owns rights to
undeveloped coal and complementary surface assets in the Powder
River Basin. It is a sustainable fuel supplier for approximately
two percent of the nation's electricity.
Cloud Peak Energy and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No.
19-11047) on May 10, 2019. The Debtors disclosed $928,656,000 in
assets and $634,982,000 in liabilities as of the bankruptcy
filing.
The cases are assigned to Judge Kevin Gross.
The Debtors tapped Vinson & Elkins LLP as lead counsel; Richards,
Layton & Finger, P.A. as local counsel; Centerview Partners LLC as
investment banker; FTI Consulting Inc. as operational advisor; and
Prime Clerk LLC as claims and noticing agent.
CLOUD PEAK: Seeks to Hire Prime Clerk as Administrative Advisor
---------------------------------------------------------------
Cloud Peak Energy Inc., and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the District of Delaware to
employ Prime Clerk LLC, as administrative agent to the Debtors.
Cloud Peak requires Prime Clerk to:
a. assist with, among other things, solicitation, balloting,
and tabulation of votes, and prepare any related reports,
as required in support of confirmation of a chapter 11
plan, and in connection with such services, process
requests for documents from parties in interest, including,
if applicable, brokerage firms, bank back-offices, and
institutional holders;
b. prepare an official ballot certification and, if necessary,
testify in support of the ballot tabulation results;
c. assist with the preparation of the Debtors' schedules of
assets and liabilities and statements of financial affairs
and gather data in conjunction therewith;
d. provide a confidential data room, if requested;
e. manage and coordinate any distributions pursuant to a
chapter 11 plan; and
f. provide such other processing, solicitation, balloting, and
other administrative services described in the Engagement
Agreement, but not covered by the Section 156(c) Order, as
may be requested from time to time by the Debtors, the
Court, or the Office of the Clerk of the Bankruptcy Court
(the "Clerk").
Prime Clerk will be paid at these hourly rates:
Director of Solicitation $210
Solicitation Consultant $190
COO and Executive VP No charge
Director $175-$195
Consultant/Senior Consultant $65-$170
Technology Consultant $35-$95
Analyst $35-$50
Prime Clerk will be paid a retainer in the amount of $50,000.
Prime Clerk will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Benjamin J. Steele, partner of Prime Clerk LLC, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.
Prime Clerk can be reached at:
Benjamin J. Steele
PRIME CLERK LLC
830 3rd Avenue, 9th Floor
New York, NY 10022
Tel: (212) 257-5450
About Cloud Peak Energy
Cloud Peak Energy Inc. -- http://www.cloudpeakenergy.com/-- is a
coal producer headquartered in Gillette, Wyo. It mines low sulfur,
subbituminous coal and provides logistics supply services. Cloud
Peak owns and operates three surface coal mines and owns rights to
undeveloped coal and complementary surface assets in the Powder
River Basin. It is a sustainable fuel supplier for approximately
two percent of the nation's electricity.
Cloud Peak Energy and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No.
19-11047) on May 10, 2019. The Debtors disclosed $928,656,000 in
assets and $634,982,000 in liabilities as of the bankruptcy
filing.
The cases are assigned to Judge Kevin Gross.
The Debtors tapped Vinson & Elkins LLP as lead counsel; Richards,
Layton & Finger, P.A. as local counsel; Centerview Partners LLC as
investment banker; FTI Consulting Inc. as operational advisor; and
Prime Clerk LLC as claims and noticing agent.
CLOUD PEAK: Seeks to Hire Richards Layton as Co-Counsel
-------------------------------------------------------
Cloud Peak Energy Inc., and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the District of Delaware to
employ Richards Layton & Finger, P.A., as counsel to the Debtors.
Cloud Peak requires Richards Layton to:
a) advise the Debtors of their rights, powers and duties as
debtors and debtors in possession under chapter 11 of the
Bankruptcy Code;
b) assist in preparing on behalf of the Debtors motions,
applications, answers, orders, reports and papers in
connection with the administration of the Debtors'
estates;
c) take action to protect and preserve the Debtors' estates,
including the prosecution of actions on the Debtors'
behalf, the defense of actions commenced against the
Debtors in the chapter 11 cases, the negotiation of
disputes in which the Debtors are involved and the
preparation of objections to claims filed against
the Debtors;
d) prosecute on behalf of the Debtors any proposed chapter 11
disclosure statement and plan and seeking approval of all
transactions contemplated therein and in any amendments
thereto; and
e) perform other necessary or desirable legal services in
connection with the chapter 11 cases.
Richards Layton will be paid at these hourly rates:
Directors $700-$975
Counsel $635-$650
Associates $350-$530
Paraprofessionals $265
Prior to the Petition Date, the Debtors paid Richards Layton total
payments in the amount of $349,835.
Richards Layton will also be reimbursed for reasonable
out-of-pocket expenses incurred.
In accordance with Appendix B-Guidelines for Reviewing Applications
for Compensation and Reimbursement of Expenses Filed under 11
U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the
following is provided in response to the request for additional
information:
a) Richards Layton did not agree to any variations from, or
alternatives to, its standard or customary billing
arrangements for this engagement;
b) None of Richards Layton's professionals included in this
engagement have varied their rate based on the geographic
location for these chapter 11 cases;
c) Richards Layton has advised the Debtors in connection with
their restructuring efforts and in contemplation of these
cases since April 4, 2019 and since 2012 in general
corporate matters. The billing rates, except for Richards
Layton's standard and customary periodic rate adjustments
as set forth above, and material financial terms have not
changed postpetition from the prepetition arrangement; and
d) Richards Layton, in conjunction with the Debtors and Vinson
& Elkins L.L.P., is developing a prospective budget and
staffing plan for these chapter 11 cases.
Daniel J. DeFranceschi, partner of Richards Layton & Finger, P.A.,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtors and their
estates.
Richards Layton can be reached at:
RICHARDS, LAYTON & FINGER, P.A.
Daniel J. DeFranceschi, Esq.
John H. Knight, Esq.
David T. Queroli, Esq.
920 North King Street
Wilmington, DE 19801
Tel: (302) 651-7700
Fax: (302) 651-7701
E-mail: defranceschi@rlf.com
knight@rlf.com
queroli@rlf.com
About Cloud Peak Energy
Cloud Peak Energy Inc. -- http://www.cloudpeakenergy.com/-- is a
coal producer headquartered in Gillette, Wyo. It mines low sulfur,
subbituminous coal and provides logistics supply services. Cloud
Peak owns and operates three surface coal mines and owns rights to
undeveloped coal and complementary surface assets in the Powder
River Basin. It is a sustainable fuel supplier for approximately
two percent of the nation's electricity.
Cloud Peak Energy and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No.
19-11047) on May 10, 2019. The Debtors disclosed $928,656,000 in
assets and $634,982,000 in liabilities as of the bankruptcy
filing.
The cases are assigned to Judge Kevin Gross.
The Debtors tapped Vinson & Elkins LLP as lead counsel; Richards,
Layton & Finger, P.A. as local counsel; Centerview Partners LLC as
investment banker; FTI Consulting Inc. as operational advisor; and
Prime Clerk LLC as claims and noticing agent.
CLOUD PEAK: Seeks to Hire Vinson & Elkins as Counsel
----------------------------------------------------
Cloud Peak Energy Inc., and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the District of Delaware to
employ Vinson & Elkins L.L.P., as counsel to the Debtors.
Cloud Peak requires Vinson & Elkins to:
a. advise the Debtors with respect to their powers and duties
as debtors in possession in the continued management and
operation of their businesses and properties;
b. attend meetings and negotiating with representatives of
creditors, interest holders, and other parties in interest;
c. take all necessary action to protect and preserve the
Debtors' estates, including prosecuting actions on the
Debtors' behalf, defending any action commenced against the
Debtors, and representing the Debtors' interests in
negotiations concerning litigation in which the Debtors are
involved, including objections to claims filed against the
estates;
d. prepare motions, applications, answers, orders, reports,
and papers necessary to the administration of the Debtors'
estates;
e. represent the Debtors in connection with obtaining
authority to use cash collateral and obtain debtor-in-
possession financing;
f. take necessary action on behalf of the Debtors to
negotiate, prepare, and obtain approval of a disclosure
statement and confirmation of a plan of reorganization;
g. advise the Debtors in connection with any potential sale of
assets or stock and take necessary action to guide the
Debtors through such potential sale;
h. analyze proofs of claim filed against the Debtors and
potential objections to such claims;
i. analyze executory contracts and unexpired leases and
potential assumptions, assignments, or rejections of such
contracts and leases;
j. consult with the U.S. Trustee for the District of Delaware,
any official committee of unsecured creditors appointed in
the chapter 11 case, any other committees appointed in
these chapter 11 cases, and all other creditors and parties
in interest concerning the administration of these chapter
11 cases;
k. advise on corporate, litigation, finance, tax, and other
legal matters; and
l. perform all other necessary legal services for the Debtors
in connection with these chapter 11 cases.
Vinson & Elkins will be paid at these hourly rates:
Attorneys $525-$1,550
Paraprofessionals $300-$330
On December 21, 2018, the Debtors paid Vinson & Elkins $250,000 as
advance retainer. On February 14, 2019, the Debtors increased the
amount of the advance payment retainer by $250,000, and a third
advance payment retainer was provided in the same amount on May 6,
2019, for a total advance payment retainer of $750,000. During the
90-day period prior to the Petition Date, the Debtors paid Vinson &
Elkins additional advance payment retainers totaling $5,186,038.86
in the aggregate.
As of the Petition Date, the balance of Vinson & Elkins's advance
payment retainer trust account is $750,000. Such funds will be held
by Vinson & Elkins and treated as an evergreen retainer.
Vinson & Elkins will also be reimbursed for reasonable
out-of-pocket expenses incurred.
In accordance with Appendix B-Guidelines for Reviewing Applications
for Compensation and Reimbursement of Expenses Filed under 11
U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the
following is provided in response to the request for additional
information:
Question: Did you agree to any variations from, or
alternatives to, your standard or customary billing
arrangements for this engagement?
Response: No.
Question: Do any of the professionals included in this
engagement vary their rate based on the geographic
location of the bankruptcy case?
Response: No.
Question: If you represented the client in the 12 months
prepetition, disclose your billing rates and
material financial terms for the prepetition
engagement, including any adjustments during the 12
months prepetition. If your billing rates and
material financial terms have changed postpetition,
explain the difference and the reasons for the
difference.
Response: Vinson & Elkins has agreed to a 10% discount to the
hourly rates for services rendered on behalf of the
Debtors during the 12 months prior to the Petition
Date, and will continue to use the discounted
hourly rates during the pendency of the chapter 11
cases.
Vinson & Elkins also represented the Debtors on
multiple non-restructuring related matters during
the 12 months prior to the Petition Date. Those
matters were undertaken at the same hourly rates
but with different discounts depending on the
circumstances and standard industry practice for
the work conducted. For the avoidance of doubt,
Vinson & Elkins will conduct all postpetition work
for the Debtors utilizing the 10% discount and
consistent with the Engagement Letter.
Question: Has your client approved your prospective budget
and staffing plan, and, if so for what budget
period?
Response: Yes, for the period of May 10, 2019 through August
10, 2019.
David S. Meyer, partner of Vinson & Elkins L.L.P., assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.
Vinson & Elkins can be reached at:
David S. Meyer, Esq.
Jessica C. Peet, Esq.
Lauren R. Kanzer, Esq.
VINSON & ELKINS LLP
666 Fifth Avenue, 26th Floor
New York, NY 10103-0040
Tel: (212) 237-0000
Fax: (212) 237-0100
E-mail: dmeyer@velaw.com
jpeet@velaw.com
lkanzer@velaw.com
About Cloud Peak Energy
Cloud Peak Energy Inc. -- http://www.cloudpeakenergy.com/-- is a
coal producer headquartered in Gillette, Wyo. It mines low sulfur,
subbituminous coal and provides logistics supply services. Cloud
Peak owns and operates three surface coal mines and owns rights to
undeveloped coal and complementary surface assets in the Powder
River Basin. It is a sustainable fuel supplier for approximately
two percent of the nation's electricity.
Cloud Peak Energy and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No.
19-11047) on May 10, 2019. The Debtors disclosed $928,656,000 in
assets and $634,982,000 in liabilities as of the bankruptcy
filing.
The cases are assigned to Judge Kevin Gross.
The Debtors tapped Vinson & Elkins LLP as lead counsel; Richards,
Layton & Finger, P.A. as local counsel; Centerview Partners LLC as
investment banker; FTI Consulting Inc. as operational advisor; and
Prime Clerk LLC as claims and noticing agent.
COLUMBUS DOWNTOWN: S&P Cuts Housing Rental Rev. Bond Rating to CCC+
-------------------------------------------------------------------
S&P Global Ratings lowered its rating on Columbus Downtown
Development Authority, Ga.'s senior housing rental revenue bonds
(Ralston Tower project), issued on behalf of PF Ralston GA LLC, to
'CCC+' from 'B-'. The outlook is negative.
"The negative outlook reflects our view of the project's financial
performance in 2017 and 2018, as well as the project's inability to
support its debt service obligations without outside contributions
from the property's management," said S&P Global Ratings credit
analyst Raymond Kim. As of Sept. 30, 2018, the project had notes
outstanding to PF Holdings LLC, the property manager, of $676,262.
The negative outlook reflects S&P's view of the project's low DSC
and low occupancy rates, with DSC below 1x over the past three
years.
CYPRESS SEMICONDUCTOR: S&P Places 'BB+' ICR on Watch Positive
-------------------------------------------------------------
S&P Global Ratings placed its 'BB+' issuer credit rating on U.S.
semiconductor company Cypress Semiconductor Corp. on CreditWatch
with positive implications. At the same time, S&P placed its 'BBB-'
issue-level rating on the company's secured debt and its 'BB'
issue-level rating on its unsecured debt on CreditWatch with
positive implications.
The CreditWatch placement follows Cypress' announcement on June 3,
2019, that it will be acquired by German chipmaker Infineon
Technologies AG for an enterprise value of about $10 billion. As
part of the transaction, all outstanding debt at Cypress, including
its senior secured debt and convertible debt, will be repaid. S&P
plans to withdraw its ratings on Cypress following the close of the
transaction.
"We view this to be a friendly acquisition, however, it still must
go through the standard regulatory review process," S&P said.
"We will resolve the CreditWatch positive placement once the
transaction closes, which we expect will likely occur at the end of
2019 or in early 2020. At that time, we plan to withdraw our issuer
credit rating on Cypress," S&P said.
CYTOSORBENTS CORP: All Four Proposals Approved at Annual Meeting
----------------------------------------------------------------
CytoSorbents Corporation held its Annual Meeting of Stockholders on
June 4, 2019, at which stockholders:
1. elected Phillip P. Chan, Al W. Kraus, Edward R. Jones,
Michael G. Bator, and Alan D. Sobel to serve as directors
until the Company's 2020 Annual Meeting of Stockholders,
or until their respective successors will have been duly
elected and qualified;
2. approved the proposal to amend and restate the Company's
certificate of incorporation to increase the authorized
number of shares of the Company's common stock from
50,000,000 shares to 100,000,000 shares;
3. approved the proposal to amend the Company's 2014 Long
Term Incentive Plan to increase the authorized number of
shares of the Company's common stock available for
issuance thereunder from 7,400,000 shares to 13,400,000
shares; and
4. ratified the appointment of WithumSmith+Brown, PC as the
Company's independent registered public accounting firm
for the year ending Dec. 31, 2019.
About CytoSorbents
Based in Monmouth Junction, New Jersey, CytoSorbents Corporation
is engaged in critical care immunotherapy, specializing in blood
purification. Its flagship product, CytoSorb is approved in the
European Union with distribution in 55 countries around the world,
as an extracorporeal cytokine adsorber designed to reduce the
"cytokine storm" or "cytokine release syndrome" that could
otherwise cause massive inflammation, organ failure and death in
common critical illnesses. These are conditions where the risk of
death is extremely high, yet no effective treatments exist.
Cytosorbents reported a net loss of $17.21 million for the year
ended Dec. 31, 2018, compared to a net loss of $8.46 million for
the year ended Dec. 31, 2017. As of March 31, 2019, Cytosorbents
had $30.99 million in total assets, $15.97 million in total
liabilities, and $15.01 million in total stockholders' equity.
WithumSmith+Brown, PC, in East Brunswick, New Jersey, the Company's
auditor since 2004, issued a "going concern" qualification in its
report on the Company's consolidated financial statements for the
year ended Dec. 31, 2018, noting that the Company sustained net
losses for the years ended Dec. 31, 2018, 2017 and 2016. Further,
the Company believes it will have to raise additional capital to
fund its planned operations for the twelve month period through
March 2020. These matters raise substantial doubt regarding the
Company's ability to continue as a going concern.
DON ROBERTS: Roggow Law Represents Two ACA Subsidiaries
-------------------------------------------------------
In the Chapter 11 case of Don Roberts and Vickie Roberts, the Law
Firm of Roggow Law, LLC, filed a precautionary Rule 2019
disclosure, stating that it represents:
(1) Production Credit Association of Southern New Mexico
PO Box 94330
Albuquerque, NM 87199
(2) Farm Credit of New Mexico, FLCA
PO Box 94330 Albuquerque, NM 87199
PCA and FLCA are both wholly owned subsidiaries of Farm Credit of
New Mexico, ACA ("ACA"), who were plaintiffs in a foreclosure
action against the Debtors in the State Court proceeding before the
filing of the Debtors' bankruptcy.
PCA is owed the sum of $2,316,915; and FLCA is owed the amount of
$1,289,934, and they are generally secured with real estate, motor
vehicles, equipment, crops, cattle(all as described in the security
agreements and financing statements) water rights, and FSA
guarantees (said FSA guarantees applicable as to two of the loans).
FLCA has the senior lien on the real estate and PCA has the senior
lien on essentially all of Debtors' personal property and a junior
lien on Debtors' real estate. The loan officer having made the
loans to the Debtors made both "PCA loans" and "FLCA loans", as
only one officer was the loan officer making/servicing the loans
for the Debtors on behalf of both of the wholly owned subsidiaries
of ACA.
Roggow Law does not believe that the creditors (PCA and FLCA),
wholly owned subsidiaries of ACA, represent differing or different
creditors, as may be relevant under Rule 2019, but as a result of
inquiry of Debtors' counsel, Roggow Law has made this precautionary
disclosure out of an overabundance of caution.
The Chapter 11 case is In re Don Roberts and Vickie Roberts (Bankr.
D.N.M. Case No. 18-11927), filed July 31, 2018. The Debtors are
represented by Jennie Behles, at BEHLES LAW FIRM PC.
DURA AUTOMOTIVE: Moody's Withdraws B3 CFR on Closing Delay
----------------------------------------------------------
Moody's Investors Service withdrew all ratings on Dura Automotive
Systems GmbH, including its B3 Corporate Family Rating, Caa1-PD
Probability of Default Rating and B2 senior secured debt ratings,
and the stable outlook.
The following ratings were withdrawn:
Dura Automotive Systems GmbH
B3, Corporate Family Rating;
Caa1-PD, Probability of Default Rating;
B2 (LGD3) rating on the EUR20 million senior secured
revolving credit facility due 2024;
B2 (LGD3) rating on the EUR200 million senior secured
term loan B facility due 2024;
Stable outlook.
RATINGS RATIONALE
The withdrawal of Dura's ratings is driven by the delay in the
closing of the financing which is now anticipated to occur later in
2019. The organizational structure, capital structure, company
performance, or industry environment could change during this time
frame.
Dura Automotive Systems, LLC, headquartered in Auburn Hills,
Michigan, is a leading independent designer and manufacturer of
highly technical mechatronic control systems, structural body
systems, exterior trim and advanced electronic systems for the
global automotive industry. The company's products are sold to most
major North American, European and Asian automotive original
equipment manufacturers. Revenues in 2018 were approximately $1.1
billion. Dura is a portfolio company of Patriarch Partners and
Affiliates.
ETA ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: ETA Enterprises, Inc.
dba Burger King
PO Box 588
Marlton, NJ 08053
Business Description: The Debtor is a privately held company
that operates in the restaurant industry.
Chapter 11 Petition Date: June 5, 2019
Court: United States Bankruptcy Court
District of New Jersey (Camden)
Case No.: 19-21331
Judge: Hon. Jerrold N. Poslusny Jr.
Debtors' Counsel: Paul W. Verner, Esq.
PAUL W. VERNER, ESQ.
Five Greentree Centre
525 Rt. 73 North, Suite 104
Marlton, NJ 08053
Tel: (856) 817-6315
E-mail: pwverner@vernerlaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Eric Salisbury, chief executive
officer/owner.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/njb19-21331.pdf
FIRSTENERGY SOLUTIONS: Hires Black vMcCuskey as Special Counsel
---------------------------------------------------------------
FirstEnergy Solutions Corp., and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the Northern District
of Ohio to employ Black McCuskey Souers & Arbaugh, LPA, as special
counsel to the Debtors.
FirstEnergy Solutions requires Black McCuskey to:
1. In-House Counsel Services
-- review and comment upon various bankruptcy-related
pleadings prior to their filing with the Court;
-- attend hearings;
-- draft, revise, and negotiate renewable energy credit
agreements and other contracts;
-- review and comment upon certain responses to discovery
requests;
-- coordinate and correspond with certain outside counsel;
-- communicate with the Debtors' financial advisors; and
-- stay generally abreast of all facets of the Chapter 11
Cases.
2. General Corporate and Commercial Transactional Services
-- negotiate contracts with outsourcing vendors to replace
the services that the FE Non-Debtor Parties have
historically provided to the Debtors and those with
respect to services and equipment that the Debtors need
on a daily basis and as they plan to emerge from
bankruptcy.
3. Real Estate Services
-- negotiate contracts for business development and
expansion projects involving land acquisition, lending,
tax abatements and incentives, zoning variances,
construction oversight and outsourcing of equipment and
services throughout the United States.
Black McCuskey will be paid at these hourly rates:
Attorneys $135 to $345
Paralegals $80 to $100
During the period prior to the Petition Date, Black McCuskey
provided services and incurred expenses related to such services in
the aggregate amount of $9,268. From March 31, 2018 through
December 31, 2018, Black McCuskey provided services and incurred
expenses related to such services in the aggregate amount of
$341,648.03.
Black McCuskey will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Bruce M. Soares, partner of Black McCuskey Souers & Arbaugh, LPA,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtors and their
estates.
Black McCuskey can be reached at:
Bruce M. Soares, Esq.
BLACK MCCUSKEY SOUERS & ARBAUGH, LPA
220 Market Ave. Suite 1000
Canton, OH 44702
Tel: (330) 456-8341
About FirstEnergy Solutions
Akron, Ohio-based FirstEnergy Solutions, Corp. (FES) is a
subsidiary of FirstEnergy Corp (NYSE:FE). FES --
http://www.firstenergycorp.com/-- provides energy-related products
and services to retail and wholesale customers; and owns and
operates 5,381 MWs of fossil generating capacity through its
FirstEnergy Generation subsidiaries. FES also owns 4,048 MWs of
nuclear generating capacity through its FirstEnergy Nuclear
Generation subsidiary. Nuclear generating plants are operated by
FirstEnergy Nuclear Operating Company (FENOC), which is a separate
subsidiary of FirstEnergy Corp.
On March 31, 2018, FirstEnergy Solutions and 6 affiliates,
including FENOC, each filed a voluntary petition for relief under
Chapter 11 of the United States Bankruptcy Code (Bankr. N.D. Ohio
Lead Case No. 18-50757). The cases are pending before the Honorable
Judge Alan M. Koschik and their cases be jointly administered under
Case No. 18-50757.
Parent company, First Energy Corp. and its other subsidiaries,
including its regulated subsidiaries, are not part of the filing
and will not be subject to the Chapter 11 process. First Energy
Corp. listed $42.2 billion in total assets against $4.07 billion in
total current liabilities, $21.1 billion in long-term debt and
other long-term obligations and $13.1 billion in non-current
liabilities as of Dec. 31, 2017.
The Debtors tapped Akin Gump Strauss Hauer & Feld LLP as bankruptcy
counsel; Brouse McDowell LPA as co-counsel; Lazard Freres & Co. as
investment banker; Alvarez & Marsal North America, LLC, as
restructuring advisor and Charles Moore as chief restructuring
officer; and Prime Clerk as claims and noticing agent. The Debtors
also tapped Willkie Farr & Gallagher LLP, Hogan Lovells US LLP,
Quinn Emanuel Urquhart & Sullivan, LLP, and Black McCuskey Souers &
Arbaugh, LPA, as special counsels.
The U.S. Trustee for Region 9 appointed an official committee of
unsecured creditors on April 12, 2018. Milbank, Tweed, Hadley &
McCloy LLP and Hahn Loeser & Parks LLP serve as counsel to the
committee.
GASPER RICE: Taps Briggs & Veselka as Accountant
------------------------------------------------
Gasper Rice Resources, Ltd., received approval from the U.S.
Bankruptcy Court for the Southern District of Texas to hire Briggs
& Veselka Co. as its accountant.
The firm will assist the Debtor in the preparation of its 2018
income tax return and will provide other services related to the
tax return preparation.
Briggs & Veselka charges a flat fee of $9,000.
Michelle Mullen, the firm's accountant who will be providing the
services, disclosed in court filings that she does not hold any
interest adverse to the interest of the Debtor's estate, creditors
and equity security holders.
The firm can be reached through:
Michelle Mullen
Briggs & Veselka Co.
Nine Greenway Plaza, Suite 1700
Houston, TX 77046
Email: mmullen@bvccpa.com
Phone: 713-366-8560 / 713-667-9147
Fax: 713-667-1697
About Gasper Rice Resources Ltd.
Gasper Rice Resources, Ltd. -- http://www.gasperrice.com/-- is a
Texas limited partnership in the oil and gas extraction industry.
It operates wells primarily located in the Gulf Coast of Texas and
participates as a non-operator in properties located in Texas,
Louisiana, Oklahoma and Mississippi.
Gasper Rice Resources sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Texas Case No. 19-31371) on March 11,
2019. At the time of the filing, the Debtor disclosed $2,116,190
in assets and $2,484,425 in liabilities. The case is assigned to
Judge Eduardo V. Rodriguez. The Debtor is represented by the Law
Office of Margaret M. McClure.
GAUCHO GROUP: Raises $1.4 Million in Common Stock Sale
------------------------------------------------------
Between April 1, 2019 and June 3, 2019, Gaucho Group Holdings,
Inc., sold 3,927,857 shares of its common stock to accredited
investors for total gross proceeds of $1,374,750. No general
solicitation was used, no commissions were paid, and the Company
relied on the exemption from registration available under Section
4(a)(2) and Rule 506(b) of Regulation D of the Securities Act of
1933, as amended, in connection with the sales. A Form D was filed
with the SEC on April 22, 2019, an amended Form D was filed on May
6, 2019, and an amended Form D was filed on May 31, 2019.
About Gaucho Group
Headquartered in New York, NY, Gaucho Group Holdings, Inc. --
http://www.algodongroup.com-- was incorporated on April 5, 1999.
Effective Oct. 1, 2018, the Company changed its name from Algodon
Wines & Luxury Development, Inc. to Algodon Group, Inc., and
effective March 11, 2019, the Company changed its name from Algodon
Group, Inc. to Gaucho Group Holdings, Inc. Through its
wholly-owned subsidiaries, GGH invests in, develops and operates
real estate projects in Argentina. GGH operates a hotel, golf and
tennis resort, vineyard and producing winery in addition to
developing residential lots located near the resort. In 2016, GGH
formed a new subsidiary and in 2018, established an e-commerce
platform for the manufacture and sale of high-end fashion and
accessories. The activities in Argentina are conducted through its
operating entities: InvestProperty Group, LLC, Algodon Global
Properties, LLC, The Algodon - Recoleta S.R.L, Algodon Properties
II S.R.L., and Algodon Wine Estates S.R.L. Algodon distributes its
wines in Europe through its United Kingdom entity, Algodon Europe,
LTD.
Gaucho Group reported a net loss attributable to common
stockholders of $6.40 million for the year ended Dec. 31, 2018,
compared to a net loss attributable to common stockholders of $8.25
million for the year ended Dec. 31, 2017. As of March 31, 2019,
Gaucho Group had $6.25 million in total assets, $7.61 million in
total liabilities, $9.02 million in series B convertible redeemable
preferred stock, and a total stockholders' deficiency of $10.38
million.
Marcum LLP, in New York, NY, the Company's auditor since 2013,
issued a "going concern" qualification in its report dated April 1,
2019, on the Company's consolidated financial statements for the
year ended Dec. 31, 2018, citing that the Company has a significant
working capital deficiency, has incurred significant losses and
needs to raise additional funds to meet its obligations and sustain
its operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
GCI LLC: S&P Assigns 'B' Rating on New $300MM Sr. Unsecured Notes
-----------------------------------------------------------------
S&P Global Ratings assigned its 'B' issue-level rating and '2'
(capped) recovery rating to Alaska-based diversified
telecommunications provider GCI LLC's $300 million of senior
unsecured notes due in 2024. The '2' recovery rating indicates
S&P's expectation of substantial (70%-90%; rounded estimate: 85%)
recovery in the event of a payment default.
Proceeds together with cash on hand will fund the redemption of the
company's existing $325 million of 6.75% notes due in 2021. These
notes are currently callable at 101.125.
S&P's 'B-' issuer credit rating on GCI is unaffected because the
transaction, for all intents and purposes, is leverage neutral.
ISSUE RATINGS – RECOVERY ANALYSIS
Key analytical factors
-- S&P's simulated default scenario envisions decreased revenue
and EBITDA due to lower oil prices, which could continue to hurt
the Alaskan economy, combined with increased competition in the
wireless segment from Verizon and AT&T, which results in pricing
pressure and subscriber losses.
-- S&P values the company on a going-concern basis using a 5.5x
multiple of the rating agency's projected emergence EBITDA,
comparable to that for peers within the telecom industry. In
addition, the rating agency combines that with a discrete asset
value (DAV) approach for the equity stakes in Liberty Broadband,
Charter Communications, LendingTree, and Evite, assuming a 60%
discount to the average of the 52-week high/low stock prices of the
respective investments, to arrive at a total gross recovery value
of $3.4 billion.
Simulated default assumptions
-- Simulated year of default: 2021
-- EBITDA at emergence: $180 million
-- EBITDA multiple: 5.5x
-- DAV: $2.4 billion
Simplified waterfall
-- Gross recovery value: $3.4 billion
-- Net EV (after 5% administrative costs): $3.3 billion
-- Obligor/nonobligor valuation split: 100%/0%
-- Collateral value available to secured creditors: $2 billion
-- Senior secured debt: $731 million
-- Recovery expectations: 90%-100% (rounded estimate: 95%)
-- Total value available to unsecured claims: $1.6 billion
-- Senior unsecured debt and pari-passu claims: $776 million
-- Recovery expectations: 70%-90% (rounded estimate: 85%)
(capped)
-- All debt amounts include six months of prepetition interest.
Ratings List
GCI LLC
Issuer Credit Rating B-/Negative/--
New Rating
GCI LLC
Senior Unsecured
$300 mil notes due 2024 B
Recovery Rating 2 (85%)
GLATFELTER (P.H.) CO: S&P Affirms 'BB+' Long-Term ICR
-----------------------------------------------------
S&P Global Ratings affirmed its 'BB+' long-term issuer credit
rating on U.S.-based Glatfelter (P.H.) Co.
"The affirmation of our 'BB+' issuer credit rating on Glatfelter
reflects the company's position as a modest-size paper producer
focused on niche markets but with leading market positions for many
of its products. The company's product base is highly diverse
within the paper segment, but is subject to different economic
cycles and growth prospects," S&P said.
With the addition of its European nonwoven business in Steinfurt,
Germany, S&P expects to see at least a 35% improvement in 2019
EBITDA over its 2018 level of about $81 million. Consequently, the
rating agency expects debt to EBITDA to improve and remain in the
2x to 3x range by the end of 2019.
The stable outlook reflects S&P's view that Glatfelter will
maintain financial flexibility to pursue investments in more
profitable, higher-growth products while reducing debt leverage.
The company's leverage is above 4x as of first quarter 2019, but
the rating agency expects it to improve to below 3x by the end of
2019.
"We believe a downgrade is unlikely over the next 12 months given
our expectation of improving performance, higher EBITDA, and
reducing debt leverage. However, we could lower our rating if
leverage increased such that we expected it to be sustained above
4x, which could occur if forecast EBITDA declined in excess of 30%
as a result of lower-than-expected volume, increased input costs,
and inability to raise prices," S&P said.
"We consider an upgrade unlikely over the next 12 months given
Glatfelter's smaller size than that of investment-grade peers.
However, we could raise the rating if the company continues
expanding into faster growing and more profitable segments, such
that the company becomes significantly larger and we reevaluate our
assessment of the company's business risk while leverage remains
below 3x," S&P said.
GLOBAL HEALTHCARE: Appoints Director to Fill Board Vacancy
----------------------------------------------------------
Andrew Sink tendered his letter of resignation as a member of the
Board of Directors of Global Healthcare REIT, Inc., effective June
1, 2019.
Effective June 1, 2019 the Board of Directors of the Company has
appointed John H. Downs, Jr. to serve as a member of the Company's
Board of Directors to fill the vacancy created by the resignation
of Mr. Sink.
Mr. Downs, age 62, has been president and chief executive officer
of the National Confectioners Association and NCA's Chocolate
Council since 2014. In 2015, he was appointed to the U.S. Chamber
of Commerce's Association Committee of 100. For the 28 years prior
to his appointment to the NCA, Mr. Downs was senior executive
management within the Coca-Cola system of companies, concentrating
his activities in international government relations and public
affairs. Mr. Downs holds a B.A. degree in political science from
Washington College, Maryland.
As a director, Mr. Downs will participate in the Company's
compensation plan for directors pursuant to which he will be
entitled to receive an annual restricted stock award having a
market value of $30,000. As his election is effective June 1,
2019, Mr. Downs will be entitled to receive for the partial
calendar year 2019 a restricted stock award having a market value
of $17,500. The grant will be effective June 1, 2019 and will be
based upon the closing price of the Company's common stock on
May 31, 2019 valued at $0.33 per share.
Currently the Company's Board of Directors has no standing
committees.
About Global Healthcare
Greenwood Village, Colorado-based Global Healthcare REIT, Inc.,
acquires, develops, leases, manages and disposes of healthcare real
estate, and provides financing to healthcare providers. The
Company's portfolio will be comprised of investments in the
following five healthcare segments: (i) senior housing, (ii) life
science, (iii) medical office, (iv) post-acute/skilled nursing and
(v) hospital.
Global Healthcare reported a net loss attributable to common
stockholders of $2.02 million for the year ended Dec. 31, 2018,
compared to a net loss attributable to common stockholders of $3.02
million for the year ended Dec. 31, 2017. As of March 31, 2019,
Global Healthcare had $38.48 million in total assets, $37.30
million in total liabilities, and $1.18 million in total equity.
The audit opinion included in the Company's Annual Report for the
year ended Dec. 31, 2018, contains an explanatory paragraph
expressing substantial doubt regarding the Company's ability to
continue as a going concern. MaloneBailey, LLP, in Houston, Texas,
the Company's auditor since 2016, stated that the Company has
suffered recurring losses from operations and has a net capital
deficiency that raise substantial doubt about its ability to
continue as a going concern.
GRUBHUB INC: S&P Assigns 'BB' Issuer Credit Rating; Outlook Stable
------------------------------------------------------------------
S&P Global Ratings assigned its 'BB' issuer credit rating to U.S.
online food ordering and delivery marketplace provider Grubhub Inc.
The rating agency also assigned its 'BB' issue-level and '3'
recovery rating to the $400 million in senior unsecured notes due
2027 to be issued by the company's wholly-owned subsidiary, Grubhub
Holdings Inc., to refinance $340 million of existing debt and fund
about $60 million of cash to the balance sheet. The '3' recovery
rating reflects S&P's expectation of meaningful (50%-70%; rounded
estimate: 65%) recovery prospects in the event of a payment
default.
The rating on Grubhub reflects its high execution risk over the
next few years as digital commerce transforms the restaurant
industry, the meaningful benefits of the network effect of the
large number of diners (19.3 million active diners) and 115
thousand restaurants that use its platform, and S&P's expectation
that the company will sustain gross adjusted leverage between 2x
and 3x.
"The stable outlook reflects S&P's expectation that Grubhub will
maintain adjusted leverage in the 2x-3x range over the next 12 to
24 months as it successfully executes on its growth initiatives and
maintains its leadership position. S&P expects revenue to grow over
30% in 2019 to about $1.35 billion, commission margins to remain
stable, and adjusted EBITDA margins stabilize in the 14% to 16%
range as higher daily average order volumes offset recent new
market expansion costs.
"We could lower our ratings if we become convinced the company will
sustain gross adjusted debt leverage above 3.0x, if operating
performance falls short of expectations, or if we expect free
operating cash flow or liquidity to decline meaningfully," S&P
said. This would likely occur if competition were to pressure the
company to keep elevated levels of spending in order to maintain
its active diner and restaurant base, if customer acquisition cost
trends show operating vulnerability, or if the company were to
pursue an aggressive financial policy decision such as a large
debt-financed acquisition, according to the rating agency.
"While unlikely over the next 12 months, we could raise the rating
if we become confident of the sustainability of the company's
competitive position over the longer term," S&P said. "Maintaining
or growing key diner and average order operating performance
metrics, regaining its historic low-twenty percent EBITDA margins,
attracting additional national restaurant partners, and maintaining
a leadership position as the online takeout category grows could
result in a favorable assessment of the business."
HANNAH SOLAR: Seeks to Hire Portnoy Garner as Co-Counsel
--------------------------------------------------------
Hannah Solar LLC seeks authority from the U.S. Bankruptcy Court for
the Northern District of Georgia to employ Portnoy Garner & Nail
LLC, as co-counsel to the Debtor.
Hannah Solar requires Portnoy Garner to represent and provide legal
services to the Debtor in the Chapter 11 bankruptcy proceedings.
Portnoy Garner will be paid at these hourly rates:
Attorneys $400
Paralegals $150
Prior to the Petition Date, the Firm received a retainer in the
amount of $46,000, to secure payment of fees generated prior to and
during the Bankruptcy Case. The Firm applied $14,840 to prepetition
fees and expenses.
Portnoy Garner will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Garrett A. Nail, a partner at Portnoy Garner & Nail, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.
Portnoy Garner can be reached at:
Garrett A. Nail, Esq.
PORTNOY GARNER & NAIL LLC
3350 Riverwood Parkway, Suite 460
Atlanta, GA 30339
Tel: (678) 385-9712
E-mail: gnail@pgnlaw.com
About Hannah Solar
Hannah Solar, LLC, is a solar energy equipment supplier in Atlanta.
It specializes in planning, design, installation and maintenance of
renewable energy solutions.
Hannah Solar sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Ga. Case No. 19-57651) on May 15, 2019. At the
time of the filing, the Debtor estimated assets of less than
$50,000 and liabilities of between $1 million and $10 million. The
Robl Law Group, LLC, is the Debtor's counsel. Portnoy Garner & Nail
LLC, is co-counsel.
HARVARD CIDER: Involuntary Chapter 11 Case Summary
--------------------------------------------------
Alleged Debtor: Harvard Cider Company LLC
575 Paul St.
Denver, CO 80206
Business Description: Harvard Cider Company LLC is a
beverage manufacturer based in
Denver, Colorado.
Involuntary
Chapter 11
Petition Date: June 4, 2019
Court: United States Bankruptcy Court
District of Colorado (Denver)
Case Number: 19-14834
Judge: Hon. Elizabeth E. Brown
Petitioner: Winthrop Intelligence LLC
575 St. Paul St.
Denver, CO 80206
Nature and Amount of
Petitioner's Claim: $6,200,000, Settlement
Petitioner's Counsel: Michael J. Davis, Esq.
DLG LAW GROUP LLC
4100 E. Mississippi Ave. Ste. 420
Denver, CO 80246
Tel: 303-758-5100
Fax: 303-758-5055
E-mail: mdavis@dlglaw.net
A full-text copy of the Involuntary Petition is available for free
at:
http://bankrupt.com/misc/cob19-14834.pdf
HARVEY MOORE: Hires Mr. Murphy of Ankura Consulting as CRO
----------------------------------------------------------
Harvey Moore and Associates, Inc., and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the Middle District of
Florida to employ Stanley A. Murphy of Ankura Consulting Group,
LLC, as chief restructuring officer to the Debtors.
Harvey Moore requires Ankura Consulting to:
a) advise and assist the Debtors in connection with the
Debtors' identification, evaluation, development, and
implementation of financial restructuring strategies and
tactics;
b) advise and assist the Debtors in the Debtors' development
of multiyear financial projections and related debt service
capacity models, as needed;
c) advise and assist the Debtors in the Debtors' refinement of
its cash management and cash flow forecasting process,
including the monitoring of actual cash flow versus
projections, as needed;
d) advise and assist the Debtors, as needed, in connection
with the Debtors' communications and negotiations with
other parties, including, but not limited to, secured
creditors, customers, suppliers, and other parties in
interest;
e) advise and assist management regarding responding to the
information requests from the Debtors' stakeholders and
potential capital sources;
f) advise and assist the Debtors' counsel and the Debtors in
the their financial restructuring process;
g) advise and assist the Debtors' counsel and the Debtors in
connection with their preparation of various stakeholder
presentations and financial reports required to support
stakeholder negotiations and coordination; and
h) advise and assist the Debtors' counsel and the Debtors in
its review and assessment of vendor relationships and other
executory contracts.
Ankura Consulting will be paid at these hourly rates:
Stanley A. Murphy $675
Staffs $150 to $675
Ankura Consulting will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Stanley A. Murphy, a senior managing director at Ankura Consulting
Group, assured the Court that the firm is a "disinterested person"
as the term is defined in Section 101(14) of the Bankruptcy Code
and does not represent any interest adverse to the Debtors and
their estates.
Ankura Consulting can be reached at:
Stanley A. Murphy
ANKURA CONSULTING GROUP, LLC
101 E. Kennedy Boulevard, Suite 2250
Tampa, FL 33602
Tel: (813) 277-1700
About Harvey Moore and Associates
Based in Tampa, Florida, Harvey Moore and Associates, Inc., and
Trial Practices, Inc., are providers of trial consulting and
litigation support services. They assist clients and attorneys in
every facet of case development.
Harvey Moore and Associates and Trial Practices sought Chapter 11
protection (Bankr. M.D.
Fla. Lead Case No. 19-04588) on May 15, 2019.
In the petition signed by CRO Stan Murphy, Harvey Moore and
Associates estimated assets of $500,000 to $1 million, and
estimated liabilities of $1 million to $10 million. Trial
Practices estimated assets of $50,000 to $100,000, and liabilities
of $1 million to $10 million.
Stichter Riedel Blain & Postler, P.A., led by partner Charles A.
Postler, serves as bankruptcy counsel to the Debtors. Stanley A.
Murphy of Ankura Consulting Group, LLC, is serving as the Debtors'
CRO.
HARVEY MOORE: Seeks to Hire Stichter Riedel as Counsel
------------------------------------------------------
Harvey Moore and Associates, Inc., and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the Middle District of
Florida to employ Stichter Riedel Blain & Postler, P.A., as counsel
to the Debtors.
Harvey Moore requires Stichter Riedel to:
a. render legal advice with respect to the Debtors' powers and
duties as debtors in possession, the continued operation of
the Debtors' businesses, and the management of their
properties;
b. prepare on behalf of the Debtors necessary motions,
applications, notices, orders, reports, pleadings, and
other legal papers;
c. appear before the Bankruptcy Court and the Office of the
U.S. Trustee to represent and protect the interests of the
Debtors;
d. assist with and participate in negotiations with creditors
and other parties in interest in formulating a plan of
reorganization, draft such a plan and a related disclosure
statement, and taking necessary legal steps to confirm such
a plan;
e. represent the Debtors in all adversary proceedings,
contested matters, and matters involving the administration
of the bankruptcy cases;
f. represent the Debtors in negotiations with potential
financing sources and prepare contracts, security
instruments, or other documents necessary to obtain
financing; and
g. perform all other legal services that may be necessary for
the proper preservation and administration of these Chapter
11 cases.
Stichter Riedel will be paid based upon its normal and usual hourly
billing rates.
Prior to the filing of the bankruptcy case, Stichter Riedel
received the aggregate sum of $100,000 from the Debtors.
Stichter Riedel will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Charles A. Postler, partner of Stichter Riedel Blain & Postler,
P.A., assured the Court that the firm is a "disinterested person"
as the term is defined in Section 101(14) of the Bankruptcy Code
and does not represent any interest adverse to the Debtors and
their estates.
Stichter Riedel can be reached at:
Charles A. Postler, Esq.
Stephen R. Leslie, Esq.
Daniel R. Fogarty, Esq.
STICHTER RIEDEL BLAIN & POSTLER, P.A.
110 East Madison Street, Suite 200
Tampa, FL 33602
Tel: (813) 229-0144
E-mail: cpostler@srbp.com
sleslie@srbp.com
dfogarty@srbp.com
About Harvey Moore and Associates
Based in Tampa, Florida, Harvey Moore and Associates, Inc., and
Trial Practices, Inc., are providers of trial consulting and
litigation support services. They assist clients and attorneys in
every facet of case development.
Harvey Moore and Associates and Trial Practices sought Chapter 11
protection (Bankr. M.D.
Fla. Lead Case No. 19-04588) on May 15, 2019.
In the petition signed by CRO Stan Murphy, Harvey Moore and
Associates estimated assets of $500,000 to $1 million, and
estimated liabilities of $1 million to $10 million. Trial
Practices estimated assets of $50,000 to $100,000, and liabilities
of $1 million to $10 million.
Stichter Riedel Blain & Postler, P.A., led by partner Charles A.
Postler, serves as bankruptcy counsel to the Debtors. Stanley A.
Murphy of Ankura Consulting Group, LLC, is serving as the Debtors'
CRO.
HEXION HOLDINGS: Hires Ernst & Young as Tax Advisor
---------------------------------------------------
Hexion Holdings LLC, and its debtor-affiliates, seek authority from
the U.S. Bankruptcy Court for the District of Delaware to employ
Ernst & Young LLP, as tax advisor to the Debtors.
Hexion Holdings requires Ernst & Young to:
a. provide the Debtors' routine on-call tax advisory services;
b. prepare the Debtors' U.S. Corporate 12-31-2018 tax return;
c. provide 2019 tax provision services;
d. assist in the Debtors' global tax compliance and reporting;
e. provide federal tax advisory services related to
depreciation;
f. provide Fiscal Year 2017 and 2018 transfer pricing global
documentation services;
g. provide U.S. competent authority transfer pricing
controversy assistance; and
h. provide tax services relating to tax reform legislation.
Ernst & Young will be paid at these hourly rates:
Partner/Executive Directors $750
Senior Managers $600
Managers $450
Seniors $275
Staffs $175
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Ernst & Young will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Joseph R. Robinson, a partner at Ernst & Young LLP, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.
Ernst & Young can be reached at:
Joseph R. Robinson
ERNST & YOUNG LLP
800 Yard Street, Suite 200
Grandview Heights, OH 43212
Tel: (614) 224-5678
Fax: (614) 232-7938
About Hexion Holdings
Based in Columbus, Ohio, Hexion Inc. -- https://www.hexion.com/ --
is a producer of thermoset resins or thermosets, and a producer of
adhesive and structural resins and coatings. The company is
incorporated in New Jersey while most of its co-debtors are
Delaware limited liability companies or Delaware corporations.
Hexion Inc. is the direct or indirect parent of the debtors and the
non-debtor affiliates.
Hexion Holdings LLC is the sole member of Hexion LLC, which is the
sole owner of Hexion Inc.
Hexion Inc. employs 4,000 people around the world, including 1,300
in the U.S. across 27 production facilities.
Hexion Holdings LLC and its co-debtors sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No.
19-10684) on April 1, 2019. At the time of the filing, the Debtors
estimated assets and liabilities of between $1 billion and $10
billion.
The cases are assigned to Judge Kevin Gross.
The Debtors tapped Latham & Watkins LLP and Richards, Layton &
Finger, P.A., as bankruptcy counsel; Paul Weiss Rifkind Wharton &
Garrison LLP, as special financing and securities; Moelis & Company
LLC as financial advisor; AlixPartners LLP as restructuring
advisor; and Omni Management Group as claims, noticing,
solicitation and balloting agent.
The Office of the U.S Trustee appointed an official committee of
unsecured creditors on April 10, 2019. The committee tapped Bayard
P.A. and Kramer Levin Naftalis & Frankel LLP as its legal counsel.
HIGH TIMES: Amended Plan Modifies Treatment of CMIYA Secured Claims
-------------------------------------------------------------------
High Times Corp. filed an amended Chapter 11 plan and accompanying
disclosure statement to modify the description of CMIYA Investments
Inc.'s secured claims.
Secured claims are classified in Class 2.1 & 2.2, and comprise the
amount dues to CMIYA Investments Inc. This creditor filed Proof of
Claim No. 11 in the amount of $202,491, classifying the amounts due
as secured claims. CMIYA's claims are secured with two mortgage
notes encumbering two commercial properties of the Debtor, which
are located at Ave. Boulevard Levittown, Toa Baja, PR. The
previously filed Plan provided that CMIYA's claims are secured with
three mortgage notes.
CMIYA's claims are comprised of three credit facilities. The
principal amount owed in the first two credit facilities aggregates
to $21,629. Originally, these two credit facilities encumbered the
same real property identified as RA-7 and Land No. 13343 on the
Property Registry with a mortgage note of $120,000. Regarding the
third credit facility the principal amount owed aggregates to
$153,290. Originally this credit facility encumbered the real
property identified as RA-5 and Land No. 13339 on the Property
Registry through a mortgage note of $160,000. In general terms,
CMIYA, as secured creditor of this estate, shall retain unaltered
its legal, equitable and contractual rights over the collateral and
extent of security as detailed in the respective mortgage loans,
but the secured amount of its claim, payment and maturity terms
will be modified and restructured upon the confirmation of the
subject Plan of Reorganization. The secured creditor will receive
direct payment from the debtor to pay in full the principal amount
of the three credit facilities which aggregate $174,919.
The Amended Plan will be implemented as required under Section
1123(a) (5) of the Bankruptcy Code with the daily operations of the
business and its resulting operating cash flows. Debtor will retain
property of the estate in order to operate its business and produce
cash flow for the execution of the Amended Plan.
A full-text copy of the Amended Disclosure Statement dated May 20,
2019, is available at https://tinyurl.com/y3fxqyj9 from
PacerMonitor.com at no charge.
About High Times Corp.
High Times Corp. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D.P.R. Case No. 18-04770) on August 21,
2018. At the time of the filing, the Debtor estimated assets of
less than $500,000 and liabilities of less than $500,000. Judge
Enrique S. Lamoutte Inclan presides over the case. Alexis A.
Betancourt Vincenty, Esq., at Lugo Mender Group LLC, is the
Debtor's bankruptcy counsel.
HOLLY ACADEMY, MI: S&P Lowers Bond Rating to BB+, Outlook Stable
----------------------------------------------------------------
S&P Global Ratings lowered its long-term rating on Michigan
Financial Authority's series 2011 public academy revenue and
refunding bonds, issued for Holly Academy, to 'BB'+ from 'BBB-'.
The outlook is stable.
"The downgrade reflects continued enrollment declines despite
expectations of growth, leading to weakened operating performance
and slim maximum annual debt service (MADS) coverage which is
expected to continue in the current fiscal year 2019," said S&P
Global Ratings credit analyst Bobbi Gajwani. "Though the academy
has a good reputation, declining demographics may continue to
challenge enrollment. In addition, though the school has increased
its days' cash on hand without reliance on a state aid note, which
we view favorably, liquidity remains more in line with a lower
rating."
The stable outlook reflects expectation of stabilization in
enrollment, leading to continued positive cash flow though at a
lower level than historical and maintenance of days' cash on hand
even with spending on capex. As S&P does not expect any additional
debt, it expects the debt burden to remain low.
ICONIX BRAND: Gets Additional Noncompliance Notice from Nasdaq
--------------------------------------------------------------
Iconix Brand Group, Inc. received written notice from the Staff of
the Listing Qualifications Department of The Nasdaq Stock Market
LLC on May 29, 2019, indicating that, based upon the Company's
non-compliance with the $15 million minimum market value of
publicly held shares requirement for continued listing on The
Nasdaq Global Select Market as of May 28, 2019, as set forth in
Nasdaq Listing Rule 5450(a), the deficiency could serve as an
additional basis for delisting from Nasdaq and, as such, the Nasdaq
Hearings Panel would consider the additional deficiency in
connection with the Company's prior hearing before the Panel.
At the hearing, the Company presented its plan to evidence
compliance with the minimum $1.00 per share bid price requirement
and all other applicable requirements for continued listing on
Nasdaq. The Company was subsequently notified by Nasdaq that the
Company had evidenced full compliance with the bid price
requirement; however, the Panel retained jurisdiction of the matter
in light of the impending MVPHS deficiency, which was set to expire
on May 28, 2019.
The Company has already submitted to the Panel its plan to evidence
compliance with the MVPHS Requirement and requested an extension
within which to do so. The Company is awaiting the Panel's
response to the compliance plan, and is diligently working to
evidence compliance with all applicable Nasdaq listing criteria;
however, there can be no assurance that the Panel will grant the
Company's request for continued listing on Nasdaq or that the
Company will be able to satisfy the MVPHS Requirement within any
extension that may be granted to the Company by the Panel.
About Iconix Brand
Broadway, New York-based Iconix Brand Group, Inc. --
http://www.iconixbrand.com-- is a brand management company and
owner of a diversified portfolio of over 30 global consumer brands
across the women's, men's, entertainment, home and international
segments. The Company's business strategy is to maximize the value
of its brands primarily through strategic licenses and joint
venture partnerships around the world, as well as to grow the
portfolio of brands through strategic acquisitions. As of Dec. 31,
2018, the Company's brand portfolio includes Candie's, Bongo, Joe
Boxer, Rampage, Mudd, London Fog, Mossimo, Ocean Pacific/OP,
Danskin/Danskin Now, Rocawear/Roc Nation, Cannon, Royal Velvet,
Fieldcrest, Charisma, Starter, Waverly, Ecko Unltd/Mark Ecko Cut &
Sew, Zoo York, Umbro, Lee Cooper, and Artful Dodger; and interests
in Material Girl, Ed Hardy, Truth or Dare, Modern Amusement,
Buffalo, Hydraulic, and PONY.
Iconix Brand incurred a net loss attributable to the Company of
$100.5 million for the year ended Dec. 31, 2018, following a net
loss attributable to the Company of $489.3 million for the year
ended Dec. 31, 2017. As of March 31, 2019, Iconix had $622.98
million in total assets, $715.6 million in total liabilities,
$29.84 million in redeemable non-controlling interest, and a total
stockholders' deficit of $122.46 million.
IPS WORLDWIDE: Trustee Hires Klayer and Associates as Accountant
----------------------------------------------------------------
Alex D. Moglia, the Chapter 11 Trustee of IPS Worldwide, LLC, seeks
authority from the U.S. Bankruptcy Court for the Middle District of
Florida to employ Klayer and Associates, Inc., as accountant to the
Trustee.
The Trustee requires Klayer and Associates to:
a. prepare bank statement reconciliations on a monthly basis
and prepare monthly financial statements;
b. prepare accounts payable processing;
c. render bank deposit preparation and record retention;
d. assist the Debtor in the review of reports or filings as
required by the Trustee or the Office of the U.S. Trustee,
including schedules of assets and liabilities, statements
of financial affairs and monthly operating reports;
e. assist with the preparation and filing of federal and state
tax returns;
f. provide other such functions as requested by the Trustee,
including direct supervision of bookkeepers or other
employed to perform or assist in the day-to-day financial
operations and reporting of the Debtor.
Klayer and Associates will be paid at these hourly rates:
Partners $165
Sr. Staff Accountants $90
Partners $165
As of the Petition Date, Klayer and Associates was owed $21,579.40
for service provided to the Debtor for the period December 17, 2018
to January 27, 2019. The firm agreed to waive all claims related to
the prepetition amounts due.
Klayer and Associates is owed $35,482.50 for services performed to
the Debtor and the Court-Appointed Examiner, Maria Yip, from the
petition date to April 10, 2019. In addition, Klayer and Associates
is owed $4,647.60 for services performed to the Trustee from April
11, 2019 to May 9, 2019.
In the one year prepetition, the Debtor has previously paid Klayer
and Associates the amount of $174,484.
Klayer and Associates will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Garrett Klayer, partner of Klayer and Associates, Inc., assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.
Klayer and Associates can be reached at:
Garrett Klayer
KLAYER AND ASSOCIATES, INC.
1275 W. Granada Blvd., Suite 4C
Ormond Beach, FL 32174
Tel: (386) 257-1646
Fax: (386) 275-1855
About IPS Worldwide
IPS Worldwide, LLC, filed a Chapter 11 petition (Bankr. M.D. Fla.
Case No. 19-00511) on Jan. 25, 2019. In the petition signed by
William Davies, president, the Debtor estimated assets of less than
$50,000 and liabilities of $100 million to $500 million. The case
is assigned to Judge Karen S. Jennemann. The Debtor tapped the Law
Offices of Scott W. Spradley, P.A., as its bankruptcy counsel, and
Moglia Advisors, as investment banking advisor.
Judge Karen S. Jennemann approved the appointment of Alex D. Moglia
as the Chapter 11 Trustee for IPS Worldwide. The Trustee retained
Klayer and Associates, Inc., as counsel, and Moglia Advisors, as
investment banking advisor.
The U.S. Trustee for Region 21 on Feb. 15, 2019, appointed three
creditors to serve on an official committee of unsecured creditors
in the Chapter 11 case of IPS Worldwide.
KAIZEN EDUCATION FOUNDATION, AZ: S&P Cuts Rev. Bond Rating to 'BB'
------------------------------------------------------------------
S&P Global Ratings lowered its rating to 'BB' from 'BB+' on Arizona
Industrial Development Authority's series 2016 education revenue
bonds, issued for Kaizen Education Foundation (Kaizen). The outlook
is negative.
"The downgrade is based on our view of Kaizen's weakened credit
profile relative to comparably rated schools, due to its low
liquidity and poor academic performance at two of its campuses,"
said S&P Global Ratings credit analyst Kaiti Wang. "The negative
outlook reflects our view that one of its schools -- Discover U --
could have its charter revoked based on state statutes for charter
schools, which would be an event of default under the series 2016
bonds and the recently financed 2019 loan," Ms. Wang added.
The rating reflects S&P's view of Kaizen's:
-- Below-average days' cash on hand of 57.6 days;
-- Lease risk with four non-financed, leased facilities;
-- Slim MADS coverage of 1.0x in fiscal 2018, but improvement
anticipated for fiscal 2019;
-- Lack of a waiting list; and
-- Inherent uncertainty associated with charter renewals because
the final maturity of the bonds exceeds the time horizon of the
existing charter.
Partly offsetting the above weaknesses, in S&P's view, are
Kaizen's:
-- Large geographic footprint with schools in Maricopa, Pinal,
Pima, and Mohave counties with a large funded enrollment count of
3,540, growing enrollment, and positive school-age demographics;
-- Solid charter standing at most schools, as demonstrated by
renewals and long charter terms; and
-- Experienced management team contracted through Leona Arizona
Management.
The Kaizen Education Foundation operates 17 schools serving various
grade levels under 16 charter school contracts with the Arizona
State Board for Charter Schools (ASBCS). Although the foundation
was formed in 2008, the schools each operated as separate legal
entities prior to fiscal 2013, with opening dates ranging from 1998
to 2013. Nine of the schools are alternative schools, offering
freedom of choice to students who have faced life challenges that
undermine educational continuity. The schools serve a student
population with over 80% socioeconomically disadvantaged youths
throughout neighborhoods in Maricopa, Pinal, Pima, and Mohave
counties.
KNEL ACQUISITION: S&P Downgrades ICR to 'B-'; Outlook Negative
--------------------------------------------------------------
SP Global Ratings lowered its issuer credit rating on U.S-based
KNEL Acquisition LLC to 'B-' from 'B'. The outlook is negative.
S&P also lowered the ratings on the senior secured first-lien term
credit facilities to 'B-' from 'B', and on the senior secured
second-lien term loan to 'CCC' from 'CCC+'.
The downgrade reflects deteriorating credit measures and
constrained liquidity from operational miscues, which will result
in significant free cash flow shortfalls over the next 12 months,
according to S&P. The rating agency estimates that S&P-adjusted
last-12-months (LTM) leverage as of March 31, 2019, ballooned to
over 13x due to continued ramp-up costs of its new facility in
Ontario. S&P does not add these costs back in its adjusted EBITDA
calculation. The weaker-than-expected performance primarily
reflects the company's inability to improve its operating execution
related to its brownfield construction of a new manufacturing
facility and transition out of its old facility. S&P had
anticipated significant improvement in the first quarter of 2019
when it expected ramp-up costs to dissipate. However, the company
has pushed out the timeline for the project again and the rating
agency now expects significant project-related costs to persist
through the remainder of 2019. The facility transition, which was
commissioned in 2016 and slated to be completed in the first
quarter of 2018, has run into numerous issues over the years,
including higher startup costs, construction expenses, and slower
customer transitions contributing to cost overruns and delayed
completion. S&P estimates that the project costs have contributed
to more than 300 basis points of EBITDA margin deterioration on an
LTM basis.
"The negative outlook reflects that the risk the company may not be
able to stabilize its cost structure by the end of 2019, leading to
an unsustainable capital structure. Cash flows will not stabilize
unless it can improve execution in its Ontario facility and improve
volumes with top powder customers," S&P said, adding that this
could lead to adjusted leverage remaining in the low-double-digit
area with sustained negative FOCF.
"We could lower the rating if the company is unable to improve
profitability and stabilize volumes and we determine the capital
structure is unsustainable in the long term. Factors that could
lead to this include additional challenges with its new facility,
top powder customers continuing to experience weakness, an
inability to win new business leading to difficulty filling the
additional Ontario capacity, or loss of business," the rating
agency said, adding that this could lead to adjusted leverage
sustaining in the low-double-digit area. S&P said it could also
lower the rating if deteriorating operating performance results in
sustained negative FOCF or if in its view covenants will likely be
breached.
"We could revise the outlook to stable if the company makes
significant progress in reducing project-related costs and curbs
sales declines resulting in positive free cash flow with leverage
declining to around 7.5x," S&P said.
KONA GRILL: Seeks to Hire Epiq as Administrative Advisor
--------------------------------------------------------
Kona Grill, Inc., and its debtor-affiliates seek authority from the
U.S. Bankruptcy Court for the District of Delaware to employ Epiq
Corporate Restructuring, LLC, as administrative advisor to the
Debtors.
Kona Grill requires Epiq to:
(a) assist with, among other things, solicitation, balloting,
tabulation, and calculation of votes, as well as preparing
any appropriate reports, as required in furtherance of
confirmation of plans of reorganization;
(b) generate an official ballot certification and testify, if
necessary, in support of the ballot tabulation results;
(c) provide assistance with preparation of the Debtors'
schedules of assets and liabilities and statements of
financial affairs; and
(f) provide such other claims processing, noticing,
solicitation, balloting, distributions, and other
administrative services described in the Services
Agreement, but not included in the Section 156(c)
Application, as may be requested from time to time by the
Debtors, the Court, or the clerk of the Court.
Epiq will be paid based upon its normal and usual hourly billing
rates. Epiq will be paid a retainer in the amount of $25,000. Epiq
will also be reimbursed for reasonable out-of-pocket expenses
incurred.
Kathryn Tran, director of Epiq Corporate Restructuring, LLC,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtors and their
estates.
Epiq can be reached at:
Kathryn Tran
EPIQ CORPORATE RESTRUCTURING, LLC
777 Third Ave., 12th Floor
New York, NY 10017
Tel: (646)282-2595
About Kona Grill
Kona Grill, Inc. -- https://www.konagrill.com/ -- owns and operates
27 casual dining restaurants in 18 states, as well as Puerto Rico,
serving contemporary American favorites, sushi, and alcoholic
beverages throughout the United States and Puerto Rico.
Kona Grill, Inc., and its subsidiaries sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. Del. Lead Case No.
19-10953) on April 30, 2019. As of Dec. 31, 2018, the Debtors'
total assets is $53,613,000 and total liabilities of $74,049,000.
The petition was signed by Christopher J. Wells, the CRO.
The Debtors tapped Pachulski Stang Ziehl & Jones LLP as counsel;
Piper Jaffray as investment banker; Alvarez & Marsal North America,
LLC as restructuring advisor and Epiq Corporate Restructuring, LLC,
as claims and noticing agent.
LEGACY RESERVES: S&P Lowers ICR to 'D' on Missed Interest Payment
-----------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Legacy
Reserves L.P., a Midland, Texas-based oil and gas exploration and
production (E&P) company, to 'D' from 'CCC-'.
At the same time, S&P lowered its issue-level ratings on the
company's senior secured second-lien term loan to 'D' from 'CCC-'.
The '3' recovery rating is unchanged and indicates S&P's
expectation of meaningful (50%-70%; rounded estimate: 60%) recovery
to creditors.
S&P also lowered its issue-level ratings on the company's senior
unsecured notes due in 2020 and 2021 to 'D' from 'C'. The '6'
recovery rating is unchanged, reflecting the rating agency's
expectation of negligible (0%-10%; rounded estimate: 0%) recovery
to creditors.
The downgrade reflects Legacy's failure to make its interest
payments due June 3, 2019, on its senior unsecured notes and S&P's
expectation that the company will not make these payments within
the 30-day grace period. Interest payments totaling about $17
million were due on the company's 8% senior unsecured notes due
2020, 6.625% senior unsecured notes due 2021, and 8% convertible
senior notes due 2023 (unrated).
M & C PARTNERSHIP: Case Summary & 5 Unsecured Creditors
-------------------------------------------------------
Debtor: M & C Partnership, LLC
4545 Veterans Memorial Blvd.
Metairie, LA 70006
Business Description: M & C Partnership, LLC classified its
business as Single Asset Real Estate (as
defined in 11 U.S.C. Section 101(51B)).
Chapter 11 Petition Date: June 5, 2019
Court: United States Bankruptcy Court
Eastern District of Louisiana (New Orleans)
Case No.: 19-11529
Judge: Hon. Elizabeth W. Magner
Debtor's Counsel: Leo D. Congeni, Esq.
CONGENI LAW FIRM, LLC
424 Gravier Street
New Orleans, LA 70130
Tel: (504) 522-4848
Fax: (504) 581-4962
E-mail: leo@congenilawfirm.com
Estimated Assets: $500,000 to $1 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by George A. Cella, III, member/manager.
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/laeb19-11529.pdf
MAIREC PRECIOUS: Trustee Seeks to Hire Haynsworth as Counsel
------------------------------------------------------------
Janet Haigler, the Chapter 11 trustee for Mairec Precious Metals
U.S., Inc., seeks approval from the U.S. Bankruptcy Court for the
District of South Carolina to hire Haynsworth Sinkler Boyd as her
legal counsel.
The firm will assist the trustee in all legal matters related to
the Debtor's operations and the preparation of a bankruptcy plan;
examine all transfers made by the Debtor prior to its bankruptcy
filing; represent the trustee in lawsuits; and provide other legal
services in connection with the Debtor's Chapter 11 case.
The firm's hourly rates are:
Stanley McGuffin Shareholder $410
Mary Caskey Shareholder $325
Kathleen Muthig Of Counsel $275
Clara Weston Associate $225
Carol Williamson Paralegal $165
Helen Harrington Paralegal $165
Amanda Willoughby Paralegal $165
Haynsworth is "disinterested" as defined in Section 101(14) of the
Bankruptcy Code, according to court filings.
The firm can be reached through:
Stanley H. McGuffin, Esq.
Haynsworth Sinkler Boyd, P.A.
P.O. Box 11889
Columbia, SC 29211
Phone: (803) 779-3080 / (803) 540-78386
Fax: (803) 765-1243
Email: smcguffin@hsblawfirm.com
About Mairec Precious Metals U.S.
Mairec Precious Metals U.S., Inc. specializes in the recovery of
precious metals including gold, silver, platinum, palladium or
rhodium from various materials containing them. The Company
collects and recycles car catalysts, industrial catalysts,
electronic scrap, various sweeps and concentrates and other
industrial waste.
Mairec Precious Metals U.S. filed for Chapter 11 bankruptcy
protection (Bankr. D.S.C. Case No. 19-01198) on March 1, 2019. In
the petition signed by David M. Baker, chief restructuring officer,
the Debtor estimated $50 million to $100 million in assets and $10
million to $50 million in liabilities.
The case has been assigned to Judge Helen E. Burris.
The Debtor tapped McCarthy, Reynolds, & Penn, LLC as its counsel,
and SSG Advisors, LLC as its investment banker.
Janet B. Haigler was appointed Chapter 11 trustee for the Debtor on
May 17, 2019.
MCAFEE LLC: S&P Affirms 'B' ICR on Debt-Funded Dividend Payment
---------------------------------------------------------------
S&P Global Ratings affirmed its 'B' issue credit rating on Santa
Clara, Calif.-based McAfee LLC. The outlook remains stable. S&P's
issue-level ratings on the company's first- and second-lien debt
are affirmed at 'B' and 'B-', respectively, based on affirmed
recovery ratings of '3' and '5'.
The rating affirmation follows the company's announcement of its
intention to raise $600 million of incremental term loans to fund a
dividend to shareholders that will consist of a $300 million
U.S.-dollar-denominated first-lien term loan and a $300 million
equivalent Euro-denominated first-lien term loan. Although this
borrowing will result in a moderate increase in leverage, in S&P's
view the company's substantial bookings growth trajectory in the
more profitable consumer segment will enable it to grow cash flow
over the next 12 months and reduce leverage to under 8.0x.
"Our ratings affirmation is based on McAfee's strong bookings
growth trajectory in the more profitable consumer segment and
progress strengthening margins in the slower-growing enterprise
segment over the past year," S&P said. The rating agency believes
that the company's increasing cash flow generation will enable it
to service its higher debt burden, and reduce leverage to under
8.0x over the next 12 months.
"The adoption of ASC 606 revenue recognition standards has reduced
reported revenue and therefore increased leverage in 2018, however,
we do not believe that this indicates underlying weakness in the
business as revenue would have grown in the mid-single digits under
the old standard, and 2018 cash flow exceeded our previous
forecast," S&P said.
Key risks for McAfee remain a fragmented and highly competitive
enterprise security landscape and a product portfolio that is
relatively concentrated on slower-growing endpoint protection,
according to S&P. The rating agency notes that while EBITDA growth
will reduce leverage post-transaction, leverage will remain high
and is unlikely to decline below 7x over the next 24 months.
The stable outlook on McAfee reflects S&P's view that consistent
revenue growth in the more profitable consumer products segment and
improving margins will enable the company to rapidly reduce
leverage to under 8.0x before the end of 2019, in spite of
incremental debt issuance. The rating agency expects limited
capital spending needs and strong free cash flow generation of over
$200 million of free cash flow annually to further support the
company's deleveraging post-dividend.
"We would consider a downgrade if incremental debt-funded dividends
or acquisitions with limited EBITDA accretion or revenue declines
from product missteps lead to lower earnings and leverage likely to
remain over 8x for a sustained period. We could also consider a
downgrade if free cash generation were to deteriorate enough that
McAfee couldn't generate over 2.5% of debt in free operating cash
flow," S&P said.
"Although unlikely over the next 12 months due to extremely high
leverage and weak margins, we would consider raising our rating on
McAfee over the longer term if the company can generate a track
record of sustained revenue and bookings growth across both
segments, grow EBITDA margins to at least 30%, and sustain leverage
under 6x," S&P said.
MEMORY CARE: Case Summary & 30 Largest Unsecured Creditors
----------------------------------------------------------
Lead Debtor: Memory Care America LLC
2211 NW Military Highway, Suite 201
San Antonio, TX 78213
Business Description: Memory Care America and its subsidiaries --
http://www.memorycareamerica.com/--
operates care facilities for individuals
suffering from numerous forms of memory
loss, including Alzheimer's disease and
dementia.
Chapter 11 Petition Date: June 4, 2019
Seven affiliates that simultaneously filed voluntary petitions
seeking relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Memory Care America LLC (Lead Case) 19-51385
MCA Westover Hills Operating Company, LLC 19-51380
MCA New Braunfels Operating Company, LLC 19-51381
Memory Care at Good Shepherd, LLC 19-51383
MCA Mainstreet Tenant, LLC 19-51384
MCA Management Company, Inc. 19-51386
MCA Westover Hills, LLC 19-51387
Court: United States Bankruptcy Court
Western District of Texas (San Antonio)
Judge: Hon. Craig A. Gargotta
Debtors' Counsel: Bernard R. Given II, Esq.
LOEB & LOEB LLP
10100 Santa Monica Blvd., Suite 2200
Los Angeles, CA 90067-4120
Tel: 310-282-2000
Fax: 310-282-2200
Email: bgiven@loeb.com
- and -
Daniel B. Besikof, Esq.
Bethany D. Simmons, Esq.
LOEB & LOEB LLP
345 Park Avenue
New York, New York 10154
Tel: 212-407-4000
Fax: 212-407-4990
Email: dbesikof@loeb.com
bsimmons@loeb.com
Debtors'
Claims &
Noticing
Agent: DONLIN, RECANO & COMPANY, INC.
Re: Memory Care America LLC, et al.
P.O. Box 199043
Blythebourne Station
Brooklyn, NY 11219
Tel: (212) 771-1128
Fax: (212) 481-1416
Email: mcainfo@donlinrecano.com
https://www.donlinrecano.com/Clients/mca/Index
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $10 million to $50 million
The petitions were signed by B.J. Parrish, president.
A full-text copy of Memory Care's petition is available for free
at:
http://bankrupt.com/misc/txwb19-51385.pdf
List of Memory Care's 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. MHI-MC San Antonio, LP Landlord $523,678
14390 Clay Terrace Blvd., Suite 205
Carmel, IN 46032
2. MHI-MC New Braunfels, LP Landlord $505,155
14390 Clay Terrace Blvd., Suite 205
Carmel, IN 46032
3. MHI Little Rock, LP Landlord $479,031
14390 Clay Terrace Blvd., Suite 205
Carmel, IN 46032
4. Bradley Arant Boult Cummings Legal $228,367
1600 Division Street Suite 700
P.O. Box 340025
Nashville, TN 37203
5. CIGNA Healthcare Health $77,819
CHLIC - Wells Fargo, Insurance
1700 Lincoln St, Lower, Level 3
Denver, CO 80274
6. The Vision Group Studios, LLC Interior $58,809
One Page Ave., Ste. 323 Design for
Asheville, NC 28801 Aging
7. BlueCross Blue Shield of Health $53,903
Tennessee Insurance
3200 West End Ave., Ste. 102
Nashville, TN 37203
8. LBMC W Squared, LLC Accounting $32,000
PO BOX 5168 Outsource
Brentwood, TN 237024
9. Sysco Central Texas, Inc. Food $31,165
1260 Schwab Road Supplier
New Braunfels, TX 78132
10. LBMC Employment Partners, LLC HR Outsource $29,323
PO Box 1869
Brentwood, TN 37024-1869
11. Albert Uresti, MPA, PCC Property Tax $25,985
Bexar County Tax
Assessor-Collector
233 N Pecos La Trinidad
San Antonio, TX 78207
12. Friedman LLP Auditor $25,000
2000 Market Street, Suite 500
Philadelphia, PA 19103
13. Alvarez & Marsal Tax and, LLC Tax Advice $19,421
Attn: Lisa Carrington
600 Madison Avenue
New York, NY 10022
14. EisnerAmper LLP Auditor $19,000
PO Box 360635
Pittsburgh, PA 15251-6635
15. LBMC Technology Solutions, LLC IT Outsource $14,379
PO BOX 1869
Brentwood, TN 37027
16. KFW Surverying Engineering $10,175
3421 Paesanos Pwky, Suite 101
San Antonio, TX 78231
17. Sysco Arkansas Food Supplier $9,556
PO Box 193410
Little Rock, AR 72219-3410
18. Guardian Insurance $7,834
P.O. Box 677458
Dallas, TX 75267-7458
19. Carr, Riggs & Ingram Auditor $7,500
3011 Armory Drive, Suite 190
Nashville, Tn 37204
20. McKesson Medical-Surgical Medical $7,331
Minnesota Supply Inc. Supply
PO Box 204786
Dallas, TX 75320-4786
21. AT&T Utilities $6,739
PO Box 105414
Atlanta, GA 30348-5414
22. Entergy Utilities $6,568
PO Box 8101
Baton Rouge, LA 70891-8101
23. Matera Paper Company Janitorial $6,513
PO Box 200184
San Antonio, TX 78220-0184
24. Redacted Resident $5,860
25. CPS Energy 300-3612-608 Utilities $5,767
PO Box 2678
San Antonio, TX 78289-0001
26. A Place for Mom Referral $5,733
PO Box 913241
Denver, CO 80291-3241
27. Medline Industries, Inc. Medical $3,761
Dept CH 14400 Supply
Palatine, IL 60055-4400
28. Redacted Resident Refund $3,725
29. Time Warner Cable Utilities $3,595
PO Box 223085
Pittsburgh, PA 15251-2085
30. Redacted Employee $3,052
MIRPLASTICS LLC: Taps Lalka Tax Services as Accountant
------------------------------------------------------
MirPlastics, LLC, received approval from the U.S. Bankruptcy Court
for the Eastern District of Tennessee to hire Lalka Tax Services,
LLC as its accountant.
The services to be provided by the firm include the preparation and
filing of delinquent Form 940 and Form 941 returns for 2016. Lalka
will receive $990 for its services.
The firm does not hold any interest adverse to the Debtor's
bankruptcy estate, according to court filings.
Lalka can be reached through:
Viren Lalka
Lalka Tax Services, LLC
9111 Cross Park Drive, Suite E-110
Knoxville, TN 37923
Phone: (865)692-4829
Email: prepare4u@gmail.com
About Mirplastics
MirPlastics, LLC -- http://www.mirplastics.com/-- is a plastic
recycler with two facilities in Knoxville, Tenn., warehouses in
Georgia, Texas and S.C. and distribution centers in Mexico, Costa
Rica and Bolivia. The Company's objective is to source feedstock
from manufacturers generating plastic scrap and to find end users
for these materials in the domestic market, Latin America, Asia and
Europe. Its suppliers are industries in automotive manufacturing,
polymer compounding, pharmaceutical injection molding and film
extrusion.
Based in Knoxville, Tenn., MirPlastics filed a Chapter 11 petition
(Bankr. D. Tenn. Case No. 19-31213) on April 16, 2019. In the
petition signed by Oscar Rivera, sole member, the Debtor disclosed
$1,085,039 in assets and $1,960,805 in liabilities. Judge Suzanne
H. Bauknight oversees the case. Maurice K. Guinn, Esq., at Gentry
Tipton & McLemore, P.C., is the Debtor's bankruptcy counsel.
MITCHELL LANE: Hires Hasbani & Light as Counsel
-----------------------------------------------
Mitchell Lane NY LLC (DE), seeks authority from the U.S. Bankruptcy
Court for the Eastern District of New York to employ Hasbani &
Light, P.C., as counsel to the Debtor.
Mitchell Lane requires Hasbani & Light to:
(a) provide the Debtor with advice and preparing all necessary
documents regarding debt restructuring, bankruptcy and
asset dispositions;
(b) take all necessary actions to protect and preserve the
Debtor's estate during the pendency of this Chapter 11
Case;
(c) prepare on behalf of the Debtor, as debtor-in-possession,
all necessary motions, applications, answers, orders,
reports and papers in connection with the administration
of this Chapter 11 Case;
(d) counsel the Debtor with regard to its rights and
obligations as debtor in-possession;
(e) appear in Court to protect the interests of the Debtor;
And
(f) perform all other legal services for the Debtor which may
be necessary and proper in these proceedings and in
furtherance of the Debtor's operations.
Hasbani & Light will be paid at the hourly rate of $210.
Hasbani & Light will also be reimbursed for reasonable
out-of-pocket expenses incurred.
H. Seth D. Weinberg, a partner at Hasbani & Light, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.
Hasbani & Light can be reached at:
H. Seth D. Weinberg, Esq.
ASBANI & LIGHT, P.C.
450 Seventh Avenue
New York, NY 10123
Tel: (646) 490-6677
Fax: (347) 491-4048
E-mail: sweinberg@hasbanilight.com
About Mitchell Lane NY LLC (DE)
Mitchell Lane NY LLC, filed a Chapter 11 bankruptcy petition
(Bankr. E.D.N.Y. Case No. 19-41320) on March 6, 2019, disclosing
under $1 million in both assets and liabilities. The Debtor is
represented by H. Seth D. Weinberg, Esq., at Hasbani & Light, P.C.
MORTENT M.M. CORP: Hires Forchelli Deegan as Counsel
----------------------------------------------------
Mortent M.M. Corp. seeks authority from the U.S. Bankruptcy Court
for the Eastern District of New York to employ Forchelli Deegan
Terrana LLP, as counsel to the Debtor.
Mortent M.M. Corp. requires Forchelli Deegan to:
a. give the Debtor legal advice with respect to the powers and
duties as a debtor-in-possession;
b. prepare applications, answers, orders, reports and other
legal documents on behalf of the Debtor in connection with
the chapter 11 proceeding;
c. attend meetings and negotiate with representatives of
creditors and other parties in interest, attend court
hearings; and advise the Debtor on the conduct of its
chapter 11 case;
d. perform all other legal services for the Debtor which may
be necessary in this chapter 11 case; and
e. advise and assist the Debtor regarding aspects of the plan
confirmation process, including, but not limited to,
negotiating and drafting a plan of reorganization and
accompanying disclosure statement, securing the approval of
a disclosure statement, soliciting votes in support of plan
confirmation, and securing confirmation of the plan.
Forchelli Deegan will be paid at these hourly rates:
Attorneys $250 to $705
Paralegals $200 to $245
Forchelli Deegan has received a retainer in the amount of $10,000
from Geotom Properties, Inc., a company owned by George Xenos who
is the Debtor's vice president.
Forchelli Deegan will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Gerard R. Luckman, a partner at Forchelli Deegan Terrana, assured
the Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.
Forchelli Deegan can be reached at:
Gerard R. Luckman, Esq.
FORCHELLI DEEGAN TERRANA LLP
333 Earle Ovington Blvd., Suite 1010
Uniondale, NY 11553
Tel: (516) 248-1700
Fax: (516) 248-1729
About Mortent M.M. Corp.
Mortent M.M. Corp., filed a Chapter 11 bankruptcy petition (Bankr.
E.D.N.Y. Case No. 19-72497) on April 8, 2019, disclosing under $1
million in both assets and liabilities. The Debtor hired Forchelli
Deegan Terrana LLP, as counsel.
MRO HOLDINGS: S&P Cuts ICR to B+ on Close of Debt-Financed Dividend
-------------------------------------------------------------------
S&P Global Ratings lowered all of its ratings on MRO Holdings Inc.
(MROH) to 'B+' from 'BB-' and removed them from CreditWatch.
The rating actions came after the company completed its
debt-financed dividend and refinancing which, S&P believes, will
result in a deterioration in credit metrics.
"The downgrade reflects the likelihood that MROH's credit metrics
will weaken due to the debt-financed dividend. S&P said, "It also
reflects the company's financial policy being more aggressive than
we had expected. The proposed increase in debt, which should be
somewhat offset by continued growth in its earnings, will cause its
debt to EBITDA to weaken to the 4.8x-5.2x range in 2019 from 3.8x
in 2018 and our previous expectation of around 3x," S&P said.
"Similarly, the company's funds from operations (FFO) to debt will
decline to the 12%-16% range from about 25% in 2018 and our
previous expectation for the mid-20% area."
S&P expects strong demand for MROH's services to support earnings
growth and improve the company's credit metrics over the next few
years. However, the rating agency believes the company's owners
would take another debt-financed distribution if debt to EBITDA
declines below 4x for an extended period.
The stable outlook on MROH reflects S&P's expectation that credit
metrics will weaken following the debt-financed dividend, but then
improve as revenue and earnings increase due to strong demand
utilizing the recent expansion in capacity. However, the rating
agency now expects the company's owners to take further dividends
if leverage gets below 4x. S&P expects MROH's 2019 debt to EBITDA
to be in the 4.8x-5.2x range, with FFO to debt of 12%-16%.
S&P said it could lower its ratings on MROH if the company's FFO to
debt declines below 12% or its debt to EBITDA increases above 5x in
the next 12 months and the rating agency does not expect these
measures to improve.
"This could occur because of lower-than-expected demand from the
company's airline customers because air traffic growth slows or if
it is unable to fill its planned hangar expansion, impacting
earnings. Although less likely, this could also occur if the
company undertakes a debt-financed acquisition or dividend that is
greater than our expectations," S&P said.
"Although unlikely, we could raise our ratings on MROH in the next
12 months if its debt to EBITDA declines below 3.5x or FFO to debt
increases above 20% and we expect it to remain there. This would
likely occur if the company uses excess cash flow to reduce debt
and limits shareholder returns, while demand for the company's
services remains strong and capacity increases fully utilized," S&P
said.
NANOMECH INC: Hires Treliant LLC as Financial Consultant
--------------------------------------------------------
Nanomech, Inc., seeks authority from the U.S. Bankruptcy Court for
the District of Delaware to employ Treliant, LLC, as financial
consultant to the Debtor.
Nanomech, Inc. requires Treliant, LLC to:
a. review expense reports and corporate credit card statements
of the Debtor; and
b. review accounts payable and disbursements including bank
reconciliation.
Treliant, LLC will be paid at these hourly rates:
Principals $655 to $725
Directors $450 to $540
Analysts $205 to $225
Reviewers $180
Coordinators $115
Treliant, LLC will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Pamela Parizek, managing director of Treliant, LLC, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.
Treliant, LLC can be reached at:
Pamela Parizek
TRELIANT, LLC
1255 23rd Street NW, Suite 500
Washington, DC 20037
Tel: (202) 249-7955
Fax: (202) 223-3071
About Nanomech, Inc.
NanoMech, Inc., an ISO 9001:2015 certified organization, is focused
on patented platform nanomanufacturing technologies. It is a
privately held company formed in 2002.
NanoMech filed a voluntary Chapter 11 petition (Bankr. D. Del. Case
No. 19-10851) on April 15, 2019. In the petition signed by
Benjamin Waisbren, chief restructuring officer, the Debtor
estimated $10 million to $50 million in both assets and
liabilities.
The case is assigned to Judge Christopher S. Sontchi.
The Debtors tapped Winston & Strawn LLP as general bankruptcy
counsel; Gellert Scali Busenkell & Brown, LLC as bankruptcy
co-counsel; and Virtually There LLC as restructuring advisor.
NYMD GREEN LAKE: Case Summary & 12 Unsecured Creditors
------------------------------------------------------
Debtor: NYMD Green Lake, LLC
155-15 90th Avenue
Jamaica, NY 11432
Business Description: NYMD Green Lake, LLC is a privately held
company in the traveler accommodation
industry. The Company owns a 146 acre, 52
room resort property located at 605 Green
Lake Road Catskill, New York 12414 and
609 Green Lake Road, Catskill, New
York 12414 having an appraised value of
$3.9 million.
Chapter 11 Petition Date: June 5, 2019
Court: United States Bankruptcy Court
Eastern District of New York (Brooklyn)
Case No.: 19-43460
Judge: Hon. Elizabeth S. Stong
Debtor's Counsel: Gary C. Fischoff, Esq.
BERGER, FISCHOFF, SHUMER,
WEXLER & GOODMAN, LLP
6901 Jericho Turnpike, Suite 230
Syosset, NY 11791
Tel: 516-747-1136
E-mail: gfischoff@bfslawfirm.com
hberger@bfslawfirm.com
Total Assets: $3,990,372
Total Liabilities: $1,588,677
The petition was signed by Henry Andrade, vice president.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 12 unsecured creditors is available for free
at:
http://bankrupt.com/misc/nyeb19-43460.pdf
OAKSHIRE MUSHROOM: Hires Beiler-Campbell as Real Estate Broker
--------------------------------------------------------------
Oakshire Mushroom Farm, Inc., and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the Eastern District
of Pennsylvania to employ Beiler-Campbell Realtors, as real estate
broker to the Debtors.
Oakshire Mushroom requires Beiler-Campbell to market and sell the
Debtors' real property located 407 Church Road, Avondale, PA
19311.
Beiler-Campbell will be paid a commission of 5% of the purchase
price.
Beiler-Campbell will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Joel Brown, sales agent of Beiler-Campbell Realtors, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.
Beiler-Campbell can be reached at:
Joel Brown
BEILER-CAMPBELL REALTORS
229 West 4th St.
Quarryville, PA 17566
Tel: (888) 209-6160
About Oakshire Mushroom Farm
Oakshire -- http://www.oakshire.com/-- has been a grower of
specialty mushrooms since 1985. Its products include
Portobello/Crimini Brown, Button/White, Shiitake, Specialty/Exotic
- Oyster, Specialty/Exotic - Beech, Specialty/Exotic - Maitake and
more Oakshire's offices are located in Kennett Square,
Pennsylvania.
Oakshire Mushroom Farm, Inc., and Oakshire Mushroom Sales, LLC,
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
E.D. Pa. Case Nos. 18-18446 and 18-18447) on Dec. 28, 2018. At the
time of the filing, each debtor estimated assets of less than $1
million and liabilities of $1 million to $10 million. The cases
are assigned to Judge Jean K. FitzSimon. Smith Kane Holman, LLC, is
the Debtors' counsel.
PFB INTERMEDIATE: SSG Acted as Adviser in Brown Jordan Asset Sale
-----------------------------------------------------------------
SSG Capital Advisors, LLC ("SSG") acted as the investment banker to
PFB Intermediate Holdings, LLC d/b/a Pride Family Brands ("Pride"
or the "Company") in the sale of substantially all of its assets
and the equity of its Costa Rica operations to an affiliate of
Brown Jordan International, Inc. ("Brown Jordan"), a portfolio
company of Littlejohn & Co. The transaction closed in May 2019.
Founded in 1977 and headquartered in Ft. Lauderdale, Florida, Pride
is a leading manufacturer, marketer and distributor of outdoor
furniture. Pride offers a full array of outdoor products including
tables, chairs, couches, fire pits, relaxers, umbrellas and related
items. Pride sells its furniture under three brands: Castelle is
ultra-premium, customizable aluminum furniture at a high-end price
point; Elements by Castelle is premium aluminum furniture at a
mid-level price point with fabric customization capabilities; and
SummerWinds is non-customizable steel outdoor, folding beach and
camping furniture at an entry to mid-level price point.
Pride had successfully grown from a single location retailer to an
international provider of both luxury and value-oriented outdoor
furniture across a range of price points and distribution channels.
Its vertically-integrated near-shore manufacturing facility in
Costa Rica offers unmatched customization capabilities and complete
manufacturing in four weeks. Its strategic location provides
significant delivery lead time advantages.
SSG was retained by Pride to conduct a comprehensive marketing
process and solicit offers for the Company to solidify its
long-term financial structure and position Pride for future growth.
The process attracted significant interest from multiple parties
which engaged in a thorough review of the Company and submitted
offers for the business. Brown Jordan, a portfolio company of
Littlejohn & Co., submitted the most compelling offer which led to
an optimal outcome for the Company and its stakeholders.
Brown Jordan designs, manufactures and markets home furnishings and
contract furnishings.
Littlejohn & Co. is a private equity firm with over $10 billion of
assets under management that makes transformative equity and debt
investments in a broad range of middle market companies.
Other professionals who worked on the transaction include:
* William H. Henrich, Robert S. Gorin, Stephan Pinsly, Andrew
Lebwohl and Luke Andrews of Getzler Henrich & Associates LLC, Chief
Restructuring Officer and financial advisor to Pride Family Brands;
* Jeffrey C. Hampton, Adam H. Isenberg, Monique Bair DiSabatino
and Melissa A. Martinez of Saul Ewing Arnstein & Lehr LLP, counsel
to Pride Family Brands;
* James B. Shein, independent director to Pride Family Brands;
* Jeff L. Salinger, Robert C. Davis III, Nicole Chaudhari, Nick
Panno, David A. Pryor, Jason Veit, Karun Ahuja, Kyle Stearns and
Robert Parisot of DLA Piper, counsel to Brown Jordan; and
* Regina Stango Kelbon and Michael C. Graziano of Blank Rome
LLP, counsel to the second lien lender.
PG&E CORPORATION: Hires Deloitte & Touche as Auditor
----------------------------------------------------
PG&E Corporation, and its debtor-affiliates seek authority from the
U.S. Bankruptcy Court for the Northern District of California to
employ Deloitte & Touche LLP, as independent auditor and advisor to
the Debtors.
PG&E Corporation requires Deloitte & Touche to:
(a) Base Audit Engagement Letters. Deloitte & Touche will
perform an integrated audit of the Debtors in accordance
with the standards of the Public Company Accounting
Oversight Board (PCAOB) (United States) (the "PCAOB
Standards"). Deloitte & Touche will express opinions on
(1) the fairness of the presentation of the Debtors'
consolidated financial statements for the year ended
December 31, 2018 and the year ending December 31, 2019,
as applicable, in conformity with accounting principles
generally accepted in the United States of America
("generally accepted accounting principles"), and (2) the
effectiveness of the Debtors' internal control over
financial reporting as of the applicable year ended
periods.
(b) Trust Audit Engagement Letter. Deloitte & Touche will
perform audit services, as contemplated therein, for the
Nuclear Facilities Non-Qualified CPUC Decommissioning
Master Trust, the Nuclear Facilities Qualified CPUC
Decommissioning Master Trust, and the Nuclear Facilities
Qualified FERC Decommissioning Master Trust of the
Utility, and express opinions on the fairness of the
presentation of the applicable entity's financial
statements for the year ended December 31, 2018, in
conformity with generally accepted accounting principles.
(c) Lease Accounting Engagement Letter. Deloitte & Touche will
assess the internal controls and processes of PG&E Corp.
and its subsidiaries in preparation for PG&E Corp's
planned changes in information systems and related
business processes for the PowerPlant Lease Accounting
module ("lease accounting system"), which is a new
software module designed to implement a new accounting
standard (ASU No. 2016-02, Leases), and provide advice and
recommendations regarding the transition to and
implementation of the lease accounting system.
Deloitte & Touche will be paid at these hourly rates:
Base Audit Engagement Letters
2019 Base Out of Scope
Audit Services
Partner/Principal/Managing Directors $380 $760
Senior Manager $330 $660
Manager $290 $580
Senior $230 $460
Staff $200 $390
Junior Staff $180 N/A
Deloitte & Touche will be paid $63,000, plus expenses, for Trust
Audit Engagement Letter.
Lease Accounting Engagement Letter
Partner/Principal/Managing Director $365
Senior Manager $325
Manager $295
Senior $265
Staff $225
In the 90 days before the Petition Date, the Debtors paid Deloitte
& Touche $2,277,600 for services rendered.
Deloitte & Touche will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Timothy Gillam, a partner at Deloitte & Touche, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.
Deloitte & Touche can be reached at:
Timothy Gillam
DELOITTE & TOUCHE LLP
30 Rockefeller Plaza
New York, NY 10112-0015
Tel: (212) 492-4000
Fax: (212) 489-1687
About PG&E Corporation
PG&E Corporation (NYSE: PCG) -- http://www.pgecorp.com/-- is a
Fortune 200 energy-based holding company, headquartered in San
Francisco. It is the parent company of Pacific Gas and Electric
Company, an energy company that serves 16 million Californians
across a 70,000-square-mile service area in Northern and Central
California.
As of Sept. 30, 2018, the Debtors, on a consolidated basis, had
reported $71.4 billion in assets on a book value basis and $51.7
billion in liabilities on a book value basis.
PG&E Corp. and Pacific Gas employ approximately 24,000 regular
employees, approximately 20 of whom are employed by PG&E Corp. Of
Pacific Gas' regular employees, approximately 15,000 are covered by
collective bargaining agreements with local chapters of three labor
unions: (i) the International Brotherhood of Electrical Workers;
(ii) the Engineers and Scientists of California; and (iii) the
Service Employees International Union.
On Jan. 29, 2019, PG&E Corp. and its primary operating subsidiary,
Pacific Gas and Electric Company, filed voluntary Chapter 11
petitions (Bankr. N.D. Cal. Lead Case No. 19-30088).
PG&E Corporation and its regulated utility subsidiary, Pacific Gas
and Electric Company, said they are facing extraordinary challenges
relating to a series of catastrophic wildfires that occurred in
Northern California in 2017 and 2018. The utility said it faces an
estimated $30 billion in potential liability damages from
California's deadliest wildfires of 2017 and 2018.
Weil, Gotshal & Manges LLP and Cravath, Swaine & Moore LLP are
serving as PG&E's legal counsel, Lazard is serving as its
investment banker and AlixPartners, LLP is serving as the
restructuring advisor to PG&E. Prime Clerk LLC is the claims and
noticing agent.
In order to help support the Company through the reorganization
process, PG&E has appointed James A. Mesterharm, a managing
director at AlixPartners, LLP, and an authorized representative of
AP Services, LLC, to serve as Chief Restructuring Officer. In
addition, PG&E appointed John Boken also a Managing Director at
AlixPartners and an authorized representative of APS, to serve as
Deputy Chief Restructuring Officer. Mr. Mesterharm, Mr. Boken and
their colleagues at AlixPartners will continue to assist PG&E with
the reorganization process and related activities. Morrison &
Foerster LLP, as special regulatory counsel.
The Office of the U.S. Trustee appointed an official committee of
unsecured creditors on Feb. 12, 2019. The Committee retained
Milbank LLP as counsel; FTI Consulting, Inc., as financial advisor;
Centerview Partners LLC as investment banker; and Epiq Corporate
Restructuring, LLC as claims and noticing agent.
On Feb. 15, 2019, the U.S. trustee appointed an official committee
of tort claimants. The tort claimants' committee is represented by
Baker & Hostetler LLP.
PG&E CORPORATION: Hires Morrison & Foerster as Special Counsel
--------------------------------------------------------------
PG&E Corporation, and its debtor-affiliates seek authority from the
U.S. Bankruptcy Court for the Northern District of California to
employ Morrison & Foerster LLP, as special regulatory counsel to
the Debtors.
PG&E Corporation requires Morrison & Foerster to:
a. advise and represent the Debtors generally in connection
with ongoing investigations conducted by the Safety and
Enforcement Division of the CPUC ("SED"), including by
performing legal and factual due diligence, analyzing
documents, conducting interviews, and formulating responses
to inquiries received from CPUC, including the following
data requests issued by the SED: Camp Fire SED-001 through
SED-006; North Bay Fire SED-006 and SED-007; and other
miscellaneous data requests;
b. formulate strategy in advance of and preparing on behalf of
the Debtors necessary motions, applications, objections,
and other filings in any Orders Instituting Investigation
commenced by the SED relating to alleged violations of
state laws and regulations in connection with the 2017 and
2018 wildfires;
c. advise and represent the Debtors generally in connection
with any Notices of Violation or Electric Safety Citations,
pursuant to CPUC Resolution ALJ-274, commenced by the SED
relating to alleged violations of state laws and
regulations in connection with the 2017 and 2018 wildfires;
d. negotiate with the SED and other regulatory bodies, as
appropriate;
e. advise and represent the Utility regarding its rights and
obligations under its Transportation Services Agreements
with Ruby Pipeline, L.L.C.; and
f. perform all other necessary legal services in connection
with the foregoing; provided, however, that to the extent
Morrison & Foerster determines that such services fall
outside of the scope of services historically or generally
performed by Morrison & Foerster as special regulatory
counsel, Morrison & Foerster will file a supplemental
declaration.
Morrison & Foerster will be paid based upon its normal and usual
hourly billing rates.
In the 90 days prior to the Petition Date, Morrison & Foerster
received payments and advances in the aggregate amount of
$280,521.63 for professional services performed and to be
performed.
Morrison & Foerster will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Joshua Hill, Jr., partner of Morrison & Foerster LLP, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.
Morrison & Foerster can be reached at:
Joshua Hill Jr., Esq.
Christine Y. Wong, Esq.
MORRISON & FOERSTER LLP
425 Market Street
San Francisco, CA 94105
Tel: (415) 268-7000
Fax: (415) 268-7522
E-mail: jhill@mofo.com
christinewong@mofo.com
About PG&E Corporation
PG&E Corporation (NYSE: PCG) -- http://www.pgecorp.com/-- is a
Fortune 200 energy-based holding company, headquartered in San
Francisco. It is the parent company of Pacific Gas and Electric
Company, an energy company that serves 16 million Californians
across a 70,000-square-mile service area in Northern and Central
California.
As of Sept. 30, 2018, the Debtors, on a consolidated basis, had
reported $71.4 billion in assets on a book value basis and $51.7
billion in liabilities on a book value basis.
PG&E Corp. and Pacific Gas employ approximately 24,000 regular
employees, approximately 20 of whom are employed by PG&E Corp. Of
Pacific Gas' regular employees, approximately 15,000 are covered by
collective bargaining agreements with local chapters of three labor
unions: (i) the International Brotherhood of Electrical Workers;
(ii) the Engineers and Scientists of California; and (iii) the
Service Employees International Union.
On Jan. 29, 2019, PG&E Corp. and its primary operating subsidiary,
Pacific Gas and Electric Company, filed voluntary Chapter 11
petitions (Bankr. N.D. Cal. Lead Case No. 19-30088).
PG&E Corporation and its regulated utility subsidiary, Pacific Gas
and Electric Company, said they are facing extraordinary challenges
relating to a series of catastrophic wildfires that occurred in
Northern California in 2017 and 2018. The utility said it faces an
estimated $30 billion in potential liability damages from
California's deadliest wildfires of 2017 and 2018.
Weil, Gotshal & Manges LLP and Cravath, Swaine & Moore LLP are
serving as PG&E's legal counsel, Lazard is serving as its
investment banker and AlixPartners, LLP is serving as the
restructuring advisor to PG&E. Prime Clerk LLC is the claims and
noticing agent.
In order to help support the Company through the reorganization
process, PG&E has appointed James A. Mesterharm, a managing
director at AlixPartners, LLP, and an authorized representative of
AP Services, LLC, to serve as Chief Restructuring Officer. In
addition, PG&E appointed John Boken also a Managing Director at
AlixPartners and an authorized representative of APS, to serve as
Deputy Chief Restructuring Officer. Mr. Mesterharm, Mr. Boken and
their colleagues at AlixPartners will continue to assist PG&E with
the reorganization process and related activities. Morrison &
Foerster LLP, as special regulatory counsel.
The Office of the U.S. Trustee appointed an official committee of
unsecured creditors on Feb. 12, 2019. The Committee retained
Milbank LLP as counsel; FTI Consulting, Inc., as financial advisor;
Centerview Partners LLC as investment banker; and Epiq Corporate
Restructuring, LLC as claims and noticing agent.
On Feb. 15, 2019, the U.S. trustee appointed an official committee
of tort claimants. The tort claimants' committee is represented by
Baker & Hostetler LLP.
PHUNWARE INC: Signs Note Purchase Agreement
-------------------------------------------
Phunware, Inc., entered into a note purchase agreement on June 3,
2019, with an investor for the sale of convertible promissory
notes, convertible into shares of the Company's common stock at a
price of $11.50 per share. Consideration for the Notes may be paid
in the form of cash or, in the Company's sole discretion,
cryptocurrency. Each Investor who pays with cryptocurrency will
also enter into a Cryptocurrency Payment Agreement with the Company
setting forth the terms and conditions under which the
cryptocurrency will be accepted. At the initial closing on June 3,
2019, the Company issued a Note in the principal amount of
$250,000. The Company may hold subsequent closings until
June 2, 2020. The Company may not issue Notes under the Purchase
Agreement in excess of $20 million, in the aggregate, unless
otherwise agreed by the holders of a majority in interest of the
principal outstanding under the Notes.
The Notes mature on June 3, 2024, and bear ordinary interest at a
rate of 7% per annum. Interest under the Notes is payable
quarterly beginning on Sept. 30, 2019, and interest and principal
under the Notes is payable monthly beginning on June 30, 2021.
However, at the holder's election, interest payments may be
deferred until the earlier of (i) repayment in full of all
remaining unpaid principal, and (ii) conversion. Each Note will
convert voluntarily upon a holder's election, or automatically upon
the occurrence of the following events: (a) the closing sale price
of the Company's common stock equals or exceeds $17.25 per share
for 20 out of 30 consecutive trading days, and (b) a registration
statement is then in effect covering the disposition of the
converted shares. Assuming Notes in an aggregate principal amount
of $20 million are sold under the Purchase Agreement, and assuming
that all interest payments are deferred until maturity, the Notes
would be convertible to a maximum total of approximately 2,347,826
shares of the Company's common stock.
About Phunware
Headquartered in Austin, Texas, Phunware, Inc. --
http://www.phunware.com/-- claims to be the pioneer of
Multiscreen-as-a-Service (MaaS), a fully integrated enterprise
cloud platform for mobile that provides companies the products,
solutions, data and services necessary to engage, manage and
monetize their mobile application portfolios and audiences globally
at scale. Phunware helps brands create category-defining mobile
experiences, with more than one billion active devices touching its
platform each month.
Phunware incurred a net loss of $9.80 million in 2018, following a
net loss of $25.93 million in 2017. As of March 31, 2019, Phunware
had $31.43 million in total assets, $20.62 million in total
liabilities, and $10.80 million in total stockholders' equity.
Marcum LLP, in New York, NY, the Company's auditor since 2017,
issued a "going concern" qualification in its report dated March
19, 2019, on the Company's consolidated financial statements for
the year ended Dec. 31, 2018, citing that the Company has a
significant working capital deficiency, has incurred significant
losses and needs to raise additional funds to meet its obligations
and sustain its operations. These conditions raise substantial
doubt about the Company's ability to continue as a going concern.
QUALITY ONE: Taps David A. Mucklow, Gibson & Moran as Counsel
-------------------------------------------------------------
Quality One Transport LLC received approval from the U.S.
Bankruptcy Court for the Northern District of Ohio to hire
attorneys in connection with its Chapter 11 case.
The Debtor selected David Mucklow, Esq., at the Law Offices of
David A. Mucklow, and Michael Moran, Esq., and Aaron Ridenbaugh,
Esq., at Gibson & Moran LLC to provide legal services, which
include the administration of its bankruptcy estate, litigation and
legal research.
The hourly rates charged by the attorneys are:
Aaron Ridenbaugh $200
Michael Moran $250
David Mucklow $250
The attorneys disclosed in court filings that they are
"disinterested" and have no connection with the Debtor and its
creditors.
The attorneys maintain their offices at:
David A. Mucklow, Esq.
Law Offices of David A. Mucklow
919 East Turkeyfoot Lake Road, #B
Akron, OH 44312
Phone: 330-896-8190
Email: davidamucklow@yahoo.com
- and -
Michael J. Moran, Esq.
Aaron A. Ridenbaugh, Esq.
234 Portage Trail
P.O. Box 535
Cuyahoga Falls, OH 44222
Phone: (330) 929-0507
Fax: (330) 929-6605
Email: mike@gibsonmoran.com
About Quality One Transport
Quality One Transport, LLC, sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. N.D. Ohio Case No. 19-50951) on April
25, 2019. At the time of the filing, the Debtor estimated assets
of less than $500,000 and liabilities of less than $1 million. The
case is assigned to Judge Alan M. Koschik.
RENNOVA HEALTH: Amends Arbitration Proceeding Settlement
--------------------------------------------------------
Rennova Health, Inc., and Christopher Diamantis, a director of the
Company, have entered into an amendment of the previously-announced
settlement agreement with regard to the arbitration proceeding
related to the sale on March 31, 2016 of certain disputed accounts
receivable. Under the settlement agreement, the Company and Mr.
Diamantis agreed to make a payment of $2,000,000 on or before April
5, 2019 (which was made by Mr. Diamantis) and an additional payment
of $7,694,685 plus interest at 10% per annum on or before May 20,
2019. Under an earlier amendment, the second payment date was
deferred and the Company and Mr. Diamantis agreed to pay $7,807,549
plus interest at 10% per annum on or before May 30, 2019.
Under the May 30, 2019 amendment, the Company and Mr. Diamantis
agreed to make a payment of $3,000,000 on or before May 31, 2019
(which was made by Mr. Diamantis) and an additional payment of
$4,937,105 on or before July 28, 2019. The Company is obligated to
repay Mr. Diamantis the $5,000,000 he has paid to date and, to the
extent Mr. Diamantis makes any of the remaining payment on behalf
of the Company, it will be obligated to repay him that amount as
well. In the event the remaining payment is not timely made, the
Company and Mr. Diamantis will be required to pay $6,997,391, plus
interest (less any portion of the remaining payment that is timely
made).
Director Resigns
On May 30, 2019, John Beach resigned as a director of the Company.
In submitting his resignation, Mr. Beach did not express any
disagreement with the Company on any matter relating to the
Company's operations, policies or practices. Mr. Beach had served
as a director since Oct. 11, 2017.
Involuntary Termination of Medicare Accreditation
Following an inspection at Jamestown Regional Medical Center on
Feb. 5, 2019, the hospital was informed on February 15 that several
conditions of participation in the CMS-approved Medicare
accreditation program were deficient. The hospital was informed
that if the deficiencies where not corrected by May 16 the Medicare
agreement would terminate. A follow-up inspection on May 15
resulted in the determination that the hospital had failed to
adequately correct the deficiencies highlighted and a notice of
involuntary termination was issued that is effective on
June 12, 2019. The Company is considering its options to appeal
this decision and/or take whatever corrective action is necessary
to maintain or re-enter the Medicare program.
About Rennova Health
Rennova Health, Inc. -- http://www.rennovahealth.com/-- operates
three rural hospitals in Tennessee and provides diagnostics and
supportive software solutions to healthcare providers. Through an
ever-expanding group of strategic brands that work in unison to
empower customers, the Company is creating the next generation of
healthcare.
Rennova Health reported a net loss attributable to common
shareholders of $108.5 million for the year ended Dec. 31, 2017,
compared to a net loss attributable to common shareholders of
$32.61 million for the year ended Dec. 31, 2016. As of Sept. 30,
2018, the Company had $19.43 million in total assets, $39.76
million in total liabilities, $5.83 million in redeemable preferred
stock I-1, $3.96 million in redeemable preferred stock I-2, and a
total stockholders' deficit of $30.13 million.
The report from the Company's independent accounting firm Green &
Company, CPAs, in Tampa, Florida, the Company's auditor since 2015,
on the consolidated financial statements for the year ended Dec.
31, 2017, includes an explanatory paragraph stating that the
Company has significant net losses, cash flow deficiencies,
negative working capital and accumulated deficit. These conditions
raise substantial doubt about the company's ability to continue as
a going concern.
SAM KANE BEEF: Naman Howell, Stokes Advise Cattle Feeders
---------------------------------------------------------
In the Chapter 11 case of Sam Kane Beef Processors, LLC, law firms
Naman Howell Smith & Lee, PLLC and Stokes Law Office, LLP,
disclosed in a May 2019 filing under Rule 2019 of the Federal Rules
of Bankruptcy Procedure, that they represent multiple trust/bond
claimants:
* Amigos Beef Cattle Company
* Cal-Tex Feedyard, Inc.
* Carrizo Feeders, Ltd.
* Chaparral Feeders, Inc.
* Charco Cattle Feeders
* Dawn Custom Cattle Feeders, Inc.
* Driskill Feedyard, Inc.
* Graham Land and Cattle Company
* Immel Feedyard
* Lipan Cattle Feeders, LLC
* Live Oak Feedlot, Inc.
* Livestock Investors, Ltd. d/b/a/Bar G Feedyard
* Lubbock Feeders, LLC
* Luckey Custom Feedlot, Inc
* McDonald Bar 6 Feedlot
* Morales Feed Lots, Inc.
* Runnells Peters Feedyards, LLC
* Santa Fe Feeders, Ltd.
* ShearrerFeedlot, Inc.
* StarrFeedyards, Ltd
* Texana Feeders, Ltd
All of the listed entities have agreed to a weighted voting system
by which the group will act. A majority of claimants by claim
amount are authorized to act on behalf of the entire group.
Each of the entities has elected to have the Texas Cattle Feeders
Association speak and act on their behalf in the Chapter 11
proceeding. The Association, on behalf of the listed entities,
retained Walker & Patterson, P.C., to further represent the group
interest.
Neither Naman Howell nor Stokes own any claims against, or equity
interest in, the Debtor.
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 Chapter 11 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.
No official committee of unsecured creditors has been appointed in
the Chapter 11 case.
SANTA PAULA: Case Summary & 3 Unsecured Creditors
-------------------------------------------------
Debtor: Santa Paula Chevrolet, Inc.
P.O. Box 70
Santa Paula, CA 93061-0070
Business Description: Santa Paula Chevrolet, Inc. --
https://www.santapaulachevy.com -- is an
automobile dealer in Santa Paula, California
specializing in Chevrolet Silverado,
Colorado, Cruze, Equinox vehicles. The
Company also sells used cars and trucks.
Chapter 11 Petition Date: June 4, 2019
Court: United States Bankruptcy Court
Central District of California (Santa Barbara)
Case No.: 19-11000
Judge: Hon. Deborah J. Saltzman
Debtor's Counsel: John K. Rounds, Esq.
ROUNDS & SUTTER, LLP
674 County Square Drive, Suite 108
Ventura, CA 93003
Tel: 805-650-7100
Fax: 805-832-6315
E-mail: jrounds@rslawllp.com
admin@rslawllp.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by John Macik, president.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/cacb19-11000.pdf
List of Debtor's Three Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. Franchise Tax California $0
Board Bankruptcy Sect State Taxes
MS: A-340
P.O. Box 2952
Sacramento, CA
95812-2952
2. Internal Revenue Service Federal Taxes $0
P.O. Box 7346
Philadelphia, PA
19101-7346
3. State Board of California Sales $0
Equalization Taxes
Special Operations
Bankruptcy Team
P.O. Box 942879
Sacramento, CA 94279
SECOND LINE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Second Line Vinyl, Inc.
2431 Peralta St, Suite 2416
Oakland, CA 94607
Business Description: Second Line Vinyl, Inc. -
https://www.secondlinevinyl.com/ - owns a
vinyl record pressing plant in Oakland,
California. The Company offers a spectrum
of vinyl and packaging options, from 150g -
180g audiophile quality 12" pressings, to
10" and 7" records pattern and pantone
matched to its clients' specifications.
Chapter 11 Petition Date: June 5, 2019
Court: United States Bankruptcy Court
Northern District of California (Oakland)
Case No.: 19-41310
Judge: Hon. William J. Lafferty
Debtor's Counsel: Matthew Jon Olson, Esq.
MACDONALD FERNANDEZ LLP
221 Sansome St. 3rd Floor
San Francisco, CA 94104
Tel: (415) 362-0449
E-mail: matt@macfern.com
Total Assets as of May 23, 2019: $583,345
Total Liabilities as of May 23, 2019: $1,508,890
The petition was signed by Roy Zane Howard, 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/canb19-41310.pdf
SEVEN STARS: Case Summary & 11 Unsecured Creditors
--------------------------------------------------
Debtor: Seven Stars on the Hudson Corp
dba Rockin Jump
5300 Powerline Road
Fort Lauderdale, FL 33309
Business Description: Seven Stars on the Hudson Corp --
https://www.rockinjump.com/ftlauderdale/x
-- is a trampoline park operator based
in Fort Lauderdale, Florida.
Chapter 11 Petition Date: June 5, 2019
Court: United States Bankruptcy Court
Southern District of Florida (Fort Lauderdale)
Case No.: 19-17544
Judge: Hon. Raymond B. Ray
Debtor's Counsel: Sonya Salkin Slott, Esq.
THE SALKIN LAW FIRM, P.A.
P.O. Box 15580
Plantation, FL 33318
Tel: (954) 423-4469
Fax: (954) 423-4479
E-mail: sls@msbankrupt.com
sonya@msbankrupt.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Jens Berding, authorized
representative.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 11 unsecured creditors is available for free
at:
http://bankrupt.com/misc/flsb19-17544.pdf
SMS ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: SMS Enterprises Inc
dba Burger King
P.O. Box 588
Marlton, NJ 08053
Business Description: The Debtor is a privately held company
that operates in the restaurant industry.
Chapter 11 Petition Date: June 5, 2019
Court: United States Bankruptcy Court
District of New Jersey (Camden)
Case No.: 19-21332
Judges: Hon. Jerrold N. Poslusny Jr.
Debtors' Counsel: Paul W. Verner, Esq.
PAUL W. VERNER, ESQ.
Five Greentree Centre
525 Rt. 73 North, Suite 104
Marlton, NJ 08053
Tel: (856) 817-6315
E-mail: pwverner@vernerlaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Eric Salisbury, chief executive
officer/owner.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/njb19-21332.pdf
SPS ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: SPS Enterprises, Inc
dba Burger King
395 S. Main Rd
Vineland, NJ 08360
Business Description: SPS Enterprises is a privately held company
that operates in the restaurant industry.
Chapter 11 Petition Date: June 5, 2019
Court: United States Bankruptcy Court
District of New Jersey (Camden)
Case No.: 19-21330
Judge: Hon. Andrew B. Altenburg Jr.
Debtors' Counsel: Paul W. Verner, Esq.
PAUL W. VERNER, ESQ.
Five Greentree Centre
525 Rt. 73 North, Suite 104
Marlton, NJ 08053
Tel: (856) 817-6315
Email: pwverner@vernerlaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Eric Salisbury, chief executive
officer/owner.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/njb19-21330.pdf
SWAIN HOLDING: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Swain Holding, Inc.
123 Garrison Way
Flowood, MS 39232
Business Description: Swain Holding Inc. is a privately held
company based in Flowood, Mississippi.
Chapter 11 Petition Date: May 31, 2019
Court: United States Bankruptcy Court
Southern District of Mississippi
(Jackson-3 Divisional Office)
Case No.: 19-01998
Judge: Hon. Neil P. Olack
Debtor's Counsel: Craig M. Geno, Esq.
LAW OFFICES OF CRAIG M. GENO, PLLC
587 Highland Colony Pkwy.
Ridgeland, MS 39157
Tel: 601 427-0048
Fax: 601-427-0050
E-mail: cmgeno@cmgenolaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Miles Swain, president.
The Debtor did not file a list of its 20 largest unsecured
creditors together with the petition.
A full-text copy of the petition is available for free at:
http://bankrupt.com/misc/mssb19-01998.pdf
T&N FOUNTAIN: Seeks to Hire Weiland Golden as Legal Counsel
-----------------------------------------------------------
T & N Fountain Valley Investments, LLC and T & N Walnut
Investments, LLC seek approval from the U.S. Bankruptcy Court for
the Central District of California to hire Weiland Golden Goodrich
LLP as their legal counsel.
The firm will provide services in connection with the Debtors'
Chapter 11 case, which include negotiations with creditors and the
preparation of a plan of liquidation or reorganization.
Weiland's hourly rates range from $250 to $750. The firm received
a pre-bankruptcy retainer from each of the Debtors in the amount of
$3,500, for a total of $7,000.
David Goodrich, Esq., at Weiland, disclosed in court filings that
his firm neither holds nor represents any interest adverse to the
interest of the Debtors' estates, creditors and equity security
holders.
The firm can be reached through:
David M. Goodrich, Esq.
Weiland Golden Goodrich LLP
650 Town Center Drive, Suite 600
Costa Mesa, CA 92626
Tel: 714-966-1000
Fax: 714-966-1002
Email: dgoodrich@wgllp.com
About T & N Fountain Valley Investments and
T & N Walnut Investments
T & N Fountain Valley Investments, LLC and T & N Walnut
Investments, LLC listed their business as single asset real estate
(as defined in 11 U.S.C. Section 101(51B)). T&N Fountain's
principal assets are located at 16650 Harbor Blvd., Fountain
Valley, Calif. T&N Walnut's principal assets are located at 20241
Valley Blvd. and 319 S. Lemon Creek Drive, Walnut, Calif.
T & N Fountain Valley Investments and T & N Walnut Investments
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
C.D. Cal. Case Nos. 19-11480 and 19-11481) on April 22, 2019. At
the time of the filing, T & N Fountain estimated assets of between
$10 million and $50 million and liabilities of between $1 million
and $10 million. T & N Walnut disclosed assets of between $1
million and $10 million, and liabilities of the same range. The
cases are assigned to Judge Catherine E. Bauer.
TAJAY RESTAURANTS: Seeks to Hire Waller Lansden as Counsel
----------------------------------------------------------
Tajay Restaurants, Inc., seeks approval from the U.S. Bankruptcy
Court for the Western District of Texas to hire Waller Lansden
Dortch & Davis, LLP, as its legal counsel.
The firm will provide services in connection with the Chapter 11
cases filed by the company and its affiliates, which include legal
advice regarding their rights, powers and duties under the
Bankruptcy Code; negotiation and documentation of financing
agreements and related transactions; preparation of a plan of
reorganization; and legal advice regarding any potential property
disposition.
The firm's hourly rates are:
Partners $360 - $765
Counsel $310 - $455
Associates $255 - $330
Paraprofessionals $170 - $265
The attorneys and paralegal expected to provide the services are:
Eric Taube Partner $700
Mark Taylor Partner $605
Cleve Burke Partner $415
Trip Nix Associate $350
Evan Atkinson Associate $285
Ann Marie Jezisek Paralegal $180
Prior to the petition date, Waller received advance payments from
the Debtors in the total amount of $120,128.38.
Eric Taube, Esq., a partner at Waller, disclosed in court filings
that his firm is "disinterested" as defined in Section 101(14) of
the Bankruptcy Code.
The firm can be reached through:
Eric Taube, Esq.
Mark Taylor, Esq.
Cleve Burke, Esq.
William R. Nix, III, Esq.
Evan J. Atkinson, Esq.
Waller Lansden Dortch & Davis, LLP
100 Congress Avenue, Suite 1800
Austin, TX 78701
Phone: (512) 685-6400
Fax: (512) 685-6417
E-mail: Eric.Taube@wallerlaw.com
Mark.Taylor@wallerlaw.com
Cleveland.Burke@wallerlaw.com
Trip.Nix@wallerlaw.com
Evan.Atkinson@wallerlaw.com
About Tajay Restaurants
Restaurant owners Tajay Restaurants Inc. and its subsidiaries
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
W.D. Tex. Lead Case No. 19-70067) on May 16, 2019. At the time of
the filing, the Debtors estimated assets of between $1 million and
$10 million, and liabilities of the same range. The cases are
assigned to Judge Tony M. Davis.
TERRE HAUTE: S&P Ups 2013 Tax-Increment Rev. Bond Rating to 'BB+'
-----------------------------------------------------------------
S&P Global Ratings raised its rating to 'BB+' from 'BB' on Terre
Haute Redevelopment District, Ind.'s series 2013 tax-increment
revenue bonds. The outlook is stable.
"The upgrade follows our determination that the tax-increment
financing (TIF) pledge can be sufficiently analyzed under our
Special Purpose District criteria, and that the TIF rating of 'BB+'
is stronger than the income tax priority-lien rating of 'BB'," said
S&P Global Ratings credit analyst John Sauter. Therefore, through
applying Multiple Revenue Streams criteria, S&P is basing the
rating on the TIF pledge.
The bonds are secured by a pledge of TIF revenues from the State
Road 46 economic development area, as well as the city's
distributive share of its 0.5% economic development income tax. The
'BB+' rating solely reflects our view of the TIF pledge, and
reflects the allocation area's mostly undeveloped, heavily
concentrated tax base, as well as the permissive additional bonds
test.
"The stable outlook reflects our view that the allocation area
should remain at least stable, and therefore produce steady pledged
revenues that will continue to support at least strong annual debt
service coverage," added Mr. Sauter. It also reflects S&P's
expectation that the city will not significantly dilute coverage
through additional debt.
TIBCO SOFTWARE: S&P Rates Sr. Secured Bank Credit Facilities 'B'
----------------------------------------------------------------
S&P Global Ratings assigned its 'B' issue-level rating and '2'
recovery rating to the amended and extended senior secured bank
credit facilities issued by infrastructure software provider Balboa
Intermediate Holdings LLC's subsidiary TIBCO Software Inc., which
comprise a $125 million revolver due 2024 and a $1.824 billion term
loan due 2026. The '2' recovery rating indicates S&P's expectation
for substantial (70%-90%; rounded estimate: 75%) recovery in the
event of a payment default.
S&P's 'B-' issuer credit rating on Balboa and its 'CCC+'
issue-level rating on the company's senior unsecured notes due 2021
are unaffected by this leverage-neutral transaction. S&P's '5'
recovery rating on the senior unsecured notes also remains
unchanged, indicating its expectation for modest (10%-30%; rounded
estimate: 15%) recovery in the event of a payment default. The
rating agency plans to withdraw its issue-level and recovery
ratings on the company's existing senior secured term loan and
revolving credit facility at the close of the transaction.
In S&P's view, the proposed amendment will only modestly improve
the company's capital structure because these amended and extended
facilities contain a springing maturity provision (maturity date
will move to six months before the maturity of the unsecured notes
if the principal amount exceeds 50% of EBITDA). The new credit
agreement will also contain weaker covenant protections, including
an unlimited capacity to pay dividends (if leverage is under 4.1x),
a weaker restricted payment provision, and an EBITDA definition
that includes the change in deferred revenue.
The transaction also does not change S&P's view of the company's
large debt burden, weak credit measures (including S&P-adjusted
debt to EBITDA of 8.1x as of February 28, 2019), and aggressive
financial policies. The rating agency continues to expect Balboa's
S&P-adjusted debt to EBITDA to improve to the mid-7x area over the
next 12 months, primarily due continued organic revenue growth,
contributions from recent acquisitions, slight margin expansion,
and at least $125 million of free cash flow generation.
ISSUE RATINGS--RECOVERY ANALYSIS
Simulated default assumptions
-- S&P's simulated default scenario assumes a payment default
occurring in 2021 due to an economic slowdown and increased
competition from larger players that leads to elevated pricing
pressure and customer attrition. Under this scenario, the weak
demand and pricing pressure substantially reduce the company's
profitability and cash flow, hindering the company's ability to
refinance its unsecured notes and ultimately triggering a default.
-- S&P believes the company would likely be reorganized rather
than liquidated because its market positions and proprietary
technology make it a viable business.
-- S&P values Balboa by applying a 6.5x multiple, which is
consistent with the multiples it uses for its peers with similar
business risk profiles, to its estimated emergence EBITDA of $264.6
million.
Other default scenario assumptions include:
-- LIBOR rates rise to 250 basis points (bps) on U.S. dollar
debt.
-- Margins on the revolving credit facility rise to 500 bps
because of credit deterioration, necessitating amendments for
relief.
-- The revolver is 85% drawn at default.
-- All scheduled amortization on the term loan is paid prior to
the default year.
-- All estimated debt claims include approximately six months of
accrued but unpaid interest outstanding at default.
Simplified waterfall
-- Year of default: 2021
-- EBITDA at emergence: $264.6 million
-- Implied enterprise value multiple: 6.5x
Simplified waterfall
-- Net enterprise value (after 5% administrative costs): $1.64
billion
-- Valuation split (obligors/nonobligors): 55%/45%
-- Collateral value available to secured creditors: $1.376
billion
-- Unpledged value available to secured creditors: $257.3 million
-- Secured first-lien debt claims: $1.961 billion
-- Recovery expectations: 70%-90% (rounded estimate: 75%)
-- Total value available to unsecured claims: $257.3 million
-- Total senior unsecured debt $1.004 billion
-- Pari passu secured (deficiency) claims $584 million
-- Total unsecured claims: $1.588 billion
-- Recovery expectations: 10%-30% (rounded estimate: 15%)
Ratings List
TIBCO Software Inc.
Issuer Credit Rating B-/Stable
New Rating
TIBCO Software Inc.
Senior Secured
US$1.824 bil term bank ln due 2026 B
Recovery Rating 2(75%)
US$125 mil revolver bank ln due 2024 B
Recovery Rating 2(75%)
VIRGINIA TRUE: Seeks to Hire Pick & Zabicki as Legal Counsel
------------------------------------------------------------
Virginia True Corporation seeks approval from the U.S. Bankruptcy
Court for the Eastern District of New York to hire Pick & Zabicki
LLP as its legal counsel.
The firm will provide services in connection with the Debtor's
Chapter 11 case, which include legal advice regarding its rights
and duties under the Bankruptcy Code; negotiations with creditors;
analysis of claims; and the preparation of a bankruptcy plan.
The firm's hourly rates are:
Partners $405 - $475
Associates $250 - $300
Paraprofessionals $125
The Debtor paid the firm a retainer in the amount of $30,000.
Pick & Zabicki is "disinterested" as defined in Section 101(14) of
the Bankruptcy Code, according to court filings.
The firm can be reached through:
Douglas J. Pick, Esq.
Pick & Zabicki LLP
369 Lexington Avenue, 12th Floor
New York, NY 10017
Tel: (212) 695-6000
Fax: (212) 695-6007
Email: dpick@picklaw.net
About Virginia True Corporation
Virginia True Corporation, a New York-based golf resort owner and
developer, sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. E.D.N.Y. Case No. 19-42769) on May 3, 2019. At the
time of the filing, the Debtor disclosed assets of between $10
million and $50 million and liabilities of the same range. The
case is assigned to Judge Nancy Hershey Lord.
VRIO CORP: Moody's Withdraws B2 CFR on Insufficient Information
---------------------------------------------------------------
Moody's Investors Service has withdrawn Vrio Corp.'s Ba2 corporate
family rating.
Ratings withdrawn:
Issuer: Vrio Corp.
- Corporate Family Rating, Ba2
Outlook Actions:
Issuer: Vrio Corp.
- Outlook, Changed To Rating Withdrawn From Stable
RATINGS RATIONALE
Moody's has decided to withdraw the rating because it believes it
has insufficient or otherwise inadequate information to support the
maintenance of the rating.
The last rating action on Vrio was taken on March 20, 2018 when the
ratings were assigned at Ba2 with a stable outlook.
Vrio is a holding company wholly owned by AT&T Inc. (Baa2 stable)
providing digital entertainment services through DIRECTV Latin
America and SKY Brasil in South America and the Caribbean for
approximately 13.6 million subscribers in 11 countries.
W/S PACKAGING: S&P Affirms 'B' Issuer Credit Rating, Off Watch Neg
------------------------------------------------------------------
S&P Global Ratings removed the ratings on W/S Packaging Holdings
Inc., including its 'B' issuer credit rating, from CreditWatch,
where S&P placed them with negative implications on March 8, 2019,
and affirmed them. S&P assigned ratings to the new debt
instruments.
S&P assigned 'B' issue-level and '3' recovery ratings on W/S' term
loan B and senior secured notes, as well as 'B-' issue-level and
'5' recovery ratings on the senior unsecured notes.
The CreditWatch resolution and affirmation reflect S&P's view that
the degradation to W/S's credit profile from the additional debt
burden is offset by the additional business strengths it gains from
the acquisition of Multi-Color, including greater diversity across
geographies, end markets, and label technologies, along with the
potential for a meaningful amount of operational synergies to be
realized in the next 18 months to enhance profitability. Pro forma
for the combination, W/S becomes the largest pure-play label
supplier globally with $2.2 billion of sales. It will hold the
leading market position in the food and beverage, wine and spirits,
beer, and nonalcoholic beverage markets. S&P expects the
acquisition will help diversify W/S's concentration by label types
(67% of its $435 million in stand-alone sales came from
higher-margin pressure sensitive labels. Multi-Color offers a more
diverse array of label types, including in-mold and heat transfer
labels that are also profitable and W/S did not carry.
The negative outlook reflects W/S's elevated leverage pro forma for
its proposed transaction and the potential for a downgrade if
credit measures do not improve over the next 12 months. The pro
forma adjusted–debt-to-EBITDA ratio will be approximately 7.5x
following the proposed transaction. Although S&P expects various
sales and operational improvement initiatives to strengthen credit
measures over the next 12 months, risks regarding operational
execution and integrating Multi-Color could inhibit improvement in
W/S's adjusted-debt-to–EBITDA ratio toward the 7x S&P sees as
acceptable for the ratings.
"We could lower our ratings on W/S if weaker than expected sales
growth or failure to achieve operational initiatives keep adjusted
debt to EBITDA above 7x on a sustained basis. We could also lower
our ratings if W/S pursues acquisitions or shareholder rewards that
keep credit measures at current levels with no foreseeable
improvement," S&P said.
"We could revise the outlook to stable if a sustained improvement
in W/S's overall operating performance brings its
adjusted-debt-to-EBITDA ratio comfortably below 7x on a sustained
basis. This could occur if sales volumes increase more than we
contemplate in our base-case scenario while operating margins are
in line with our expectations," S&P said, adding that W/S's and
Platinum Equity's commitment to financial policies that maintain
these improved metrics, including potential acquisitions and
shareholder rewards, would be key.
WEST CORP: Moody's Cuts CFR to B2 & Unsec. Notes to Caa1
--------------------------------------------------------
Moody's Investors Service downgraded West Corporation's Corporate
Family Rating to B2, from B1, the ratings for its senior secured
credit facilities to B1, from Ba3, and senior unsecured notes to
Caa1, from B3. The outlook is stable.
RATINGS RATIONALE
The downgrade reflects West's persisting levels of high leverage of
about 6x (Moody's adjusted, LTM 1Q '19 EBITDA), and Moody's view
that cost savings are unlikely to offset the continuing erosion in
profitability from the steep declines in the company's high-margin
audio conferencing business over the next few quarters. Moody's
expects total debt to EBITDA (Moody's adjusted) to remain high near
6x at least over the next 12 months and free cash flow in the range
of 3% to 4% of total adjusted debt. West has made significant
progress in executing against its cost savings plan, which
cushioned the impact from declining audio conferencing revenues.
The company has increased its annual cost savings target to $125
million, from $100 million, but incremental cost savings will
likely be slower to realize while declines in the legacy audio
conferencing revenues will continue at high rates. Management's
business transformation plans focused on increasing sales
efficiencies and implementing cross-selling strategies will take
time to reflect in earnings as many of the services have long sales
and implementation cycles. Meanwhile the erosion in the audio
conferencing business will increase reliance on acquisitions, and
creates risks for larger debt-funded acquisitions that could
sustainably alter the company's revenue growth prospects.
The B2 rating reflects West's highly competitive markets, a large
share of revenues from mature or declining services, including
audio conferencing services which face technology substitution by
cloud-based collaboration services. West's credit profile is
supported by its good operating scale resulting from diverse
(though disparate) products and services, a large customer base,
strong EBITDA margins and its expectation that West will maintain
good liquidity comprising cash balances, free cash flow and access
to an undrawn $350 million revolving credit facility. Under
financial sponsors' ownership, Moody's expects West's financial
policies to be shareholder-friendly and have high financial risk
tolerance.
The stable outlook reflects Moody's expectation that West will
generate free cash flow of about 3% to 4% of adjusted debt and
maintain total debt to EBITDA of about 6x over the next 12 months.
West's ratings could be downgraded if weak operating performance or
an increase in debt lead to total debt to EBITDA (Moody's adjusted)
above the mid 6x or free cash flow below 3% of adjusted debt on a
sustained basis. Moody's could upgrade West's ratings over time if
sustained debt reduction or strong profitability results in total
debt to EBITDA below 5x and free cash flow to debt in the high
single digit percentages of total debt, and the company establishes
a track record of conservative financial policies.
Downgrades:
Issuer: West Corporation
Corporate Family Rating, Downgraded to B2 from B1
Probability of Default Rating, Downgraded to B2-PD from B1-PD
Senior Secured Term Loan B1, Downgraded to B1 (LGD3) from Ba3
(LGD3)
Senior Secured 1st Lien Term Loan, Downgraded to B1 (LGD3) from
Ba3 (LGD3)
Senior Secured 1st Lien Revolving Credit Facility, Downgraded
to B1 (LGD3) from Ba3 (LGD3)
Senior Unsecured Global Notes, Downgraded to Caa1 (LGD5) from
B3 (LGD5)
Issuer: West Corporation (old)
Gtd Senior Unsecured Global Notes, Downgraded to Caa1 (LGD5)
from B3 (LGD5)
Outlook Actions:
Issuer: West Corporation
Outlook, Remains Stable
West Corporation is a leading provider of technology-enabled
communications services with approximately $2.2 billion in revenues
in 2018. In On October 10, 2017, affiliates of Apollo Global
Management completed the acquisition of West.
YUM! BRANDS: Moody's Puts Ba3 CFR on Review for Upgrade
-------------------------------------------------------
Moody's Investors Service placed the ratings of Yum! Brands, Inc.
and KFC Holding Co., on review for upgrade including Yum's Ba3
Corporate Family Rating, Ba3-PD Probability of Default rating and
B2 senior unsecured ratings. Moody's also placed KFC's Ba1 rated
senior secured bank debt and B1 senior unsecured ratings on review
for upgrade. In addition, Moody's affirmed Yum's SGL-1 Speculative
Grade Liquidity rating.
The review for upgrade reflects Yum's significant scale, geographic
reach, brand diversity and franchise based business model which
helps to add stability to revenues and earnings and reduces overall
capital requirements.
"The review for upgrade will focus on Yum's commitment to its
financial policy that will result in credit metrics that are either
in-line with current levels or stronger on a sustained basis while
prudently growing the breadth, depth and reach of its restaurant
base and maintaining very good liquidity. " stated Bill Fahy,
Moody's Senior Credit Officer.
On Review for Upgrade:
Issuer: KFC Holding Co.
Senior Secured Bank Credit Facility, Placed on Review for
Upgrade, currently Ba1 (LGD2)
Senior Unsecured Regular Bond/Debenture, Placed on Review
for Upgrade, currently B1 (LGD4)
Issuer: Yum! Brands Inc.
Probability of Default Rating, Placed on Review for Upgrade,
currently Ba3-PD
Corporate Family Rating, Placed on Review for Upgrade, currently
Ba3
Senior Unsecured Regular Bond/Debenture, Placed on Review for
Upgrade, currently B2 (LGD5)
Senior Unsecured Shelf, Placed on Review for Upgrade,
currently (P)B2
Affirmations:
Issuer: Yum! Brands Inc.
Speculative Grade Liquidity Rating, Affirmed SGL-1
Outlook Actions:
Issuer: Yum! Brands Inc.
Outlook, Changed To Rating Under Review From Stable
RATINGS RATIONALE
Yum benefits from its significant scale, geographic reach, brand
diversity and franchise based business model which helps to add
stability to revenues and earnings as compared to some other
restaurant operators and reduces overall capital requirements. The
reduced earnings volatility that result from Yum being at least 98%
franchised and the company's very good liquidity are also credit
positives. Yum is constrained in-part by its financial policy with
a leverage target of 5.0 times (5.4 times based on Moody's standard
analytical adjustments) with a goal of returning between $6.5-$7.0
billion to shareholders from 2017 to 2019 which will be funded
through a combination of internal cash flow, additional debt and
refranchising proceeds.
Factors that could result in an upgrade include a sustained
improvement in Pizza Hut US while maintaining good operating
performance at KFC and Taco Bell and debt to EBITDA below 4.75
times and EBIT to Interest above 3.0 times. Moreover, a proven
track record of a consistent financial policy that results in
credit metrics in-line with current levels could result in upward
ratings pressure.
Factors that could result in a downgrade include a sustained
deterioration in credit metrics with adjusted debt to EBITDA well
above 5.5 times or EBIT to Interest below 2.5 times.
Yum is headquartered in Louisville, Kentucky, and is the owner,
operator and franchisor of quick service restaurants with brands
that include KFC, Taco Bell, and Pizza Hut. Revenues are around
$5.7 billion.
[^] BOOK REVIEW: AS WE FORGIVE OUR DEBTORS
------------------------------------------
Authors: Teresa A. Sullivan, Elizabeth Warren,
& Jay Westbrook
Publisher: Beard Books
Softcover: 370 Pages
List Price: $34.95
Order your personal copy today at https://is.gd/29BBVw
So you think you know the profile of the average consumer debtor:
either deadbeat slouched on a sagging sofa with a three day growth
on his chin or a crafty lower-middle class type opting for
bankruptcy to avoid both poverty and responsible debt repayment.
Except that it might be a single or divorced female who's the one
most likely to file for personal bankruptcy protection, and her
petition might be the last stage of a continuum of crises that
began with her job loss or divorce. Moreover, the dilemma might be
attributable in part to consumer credit industry that has increased
its profitability by relaxing its standards and extending credit to
almost anyone who can scribble his or her name on an application.
Such are among the unexpected findings in this painstaking study of
2,400 bankruptcy filings in Illinois, Pennsylvania, and Texas
during the seven-year period from 1981 to 1987. Rather than relying
on case counts or gross data collected for a court's administrative
records, as has been done elsewhere, the authors use data contained
in the actual petitions. In so doing, they offer a unique window
into debtors' lives.
The authors conclude that people who file for bankruptcy are, as a
rule, neither impoverished families nor wily manipulators of the
system. Instead, debtors are a cross-section of America. If one
demographic segment can be isolated as particularly debt prone, it
would be women householders, whom the authors found often live on
the edge of financial disaster. Very few debtors (3.7 percent in
the study) were repeat filers who might be viewed as abusing the
system, and most (70 percent in the study) of Chapter 13 cases fail
and become Chapter 7s. Accordingly, the authors conclude that the
economic model of behavior -- which assumes a petitioner is a
"calculating maximizer" in his in his decision to seek bankruptcy
protection and his selection of chapter to file under, a profile
routinely used to justify changes in the law -- is at variance with
the actual debtor profile derived from this study.
A few stereotypes about debtors are, however, borne out. It is less
than surprising to learn, for example, that most debtors are simply
not as well-off as the average American or that while bankrupt's
mortgage debts are about average, their consumer debts are off the
charts. Petitioners seem particularly susceptible to the siren song
of credit card companies. In the study sample, creditors were found
to have made between 27 percent and 36 percent of their loans to
debtors with incomes below $12,500 (although the loans might have
been made before the debtors' income dropped so low). Of course,
the vigor with which consumer credit lenders pursue their goal of
maximizing profits has a corresponding impact on the number of
bankruptcy filings.
The book won the ABA's 1990 Silver Gavel Award. A special 1999
update by the authors is included exclusively in the Beard Book
reprint edition.
*********
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 ***